ML18096A645

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Atlantic Energy Annual Rept 1991.
ML18096A645
Person / Time
Site: Salem, Hope Creek  PSEG icon.png
Issue date: 12/31/1991
From: Huggard E, Jo Jacobs
ATLANTIC ENERGY, INC.
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NUDOCS 9204270198
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ATLANTIC ENEHGY 9204270198 920415 PDR ADOCK 05000272 I PDR

Delivering P.ower at Atlantic Electric, Delivering Heliability, Delivering Affordability, Planning a Smootti Transmission Access-Pandora's Box of the 1990s, **

Sa!Ps to Hcsidential rustomers increased 3.1%. Sales to the twelve hotel-casinos were almost 7% of total sales. Sales to Industrial customers declined slightly.

fl:\A'.\CIAL HIGHUGllTS

%Change %Change 1991 1991-1990 1990 1990-1989 1989 Earnings Per Common Share $ 3.49 15.6 $ 3.02 (19.3) $ 3.74 Dividends Paid Per Common Share $ 2.98 2.1 $ 2.92 3.5 $ 2.82 Book Value Per Common Share $ 29.68 3.3 $ 28.73 0.7 $ 28.54 Return on Average Common Equity 12.10% 14.5 10.57% (22.5) 13.64%

Electric Operating Revenues (000) $ 777,970 8.5 $ 716,779 1.7 $ 705,020 Operating Expenses (000) $ 633,114 6.9 $ 592,217 3.8 $ 570,275 Net Income (000) $ 85,635 24.3 $ 68,879 (14.9) $ 80,964 Utility Cash Construction Expenditures (000) $ 172,425 3.4 $ 166,818 15.0 $ 145,081 Total Assets (000) $2, 151,416 7.2 $2,006,010 7.6 $1,864,461 Sales ofElectricity (KWH) (000) 7,935,600 2.3 7,756,867 1.8 7,617,784 Price Paid Per Kilowatt-hom (All Customers) 9.a12c 5.6 9.288¢ 1.4 9.161¢ Total Electric Customer Accounts (Year-end) 453,100 0.8 449,717 1.3 444,018 Number of Shareholders - Common Stock (Year-end) 43,802 3.6 42,295 (2.5) 43,383 Number of Atlantic Electric Employees (Year-end) 2,032 (1.1) 2,055 1.7 2,021 4 ,,

4.03 3.68 3.74 3.49 3 ,t 3.02 2.92 2.98 2.77 2.82 2.6S 2 <1 l o 40 41.00 38.SO 33.87 32.7S 30 30.62 r*-:*:-!* 'I AT~ANTIC ~NERG Y 1 1 Earnings and Dividends Paid 20 Per Share of Common Stock e EARNINGS e DIVIDENDS Earnings per share of Common Stock is 10 net income divided by the average number of common shares outstanding. Dividends paid per share is the sum of the quarterly dividend payments made in January, April, July and October.

'I ATLANTIC ENERGY Market Price Per Share of Common Stock

  • This is the closing price of Atlantic Energy's Common Stock on the last trading date of each year as reported by the New York Stock Exchange Composite Transactions listing.

1J

Overall, they increased only 2.5% over 1990, well below the 3.1 % growth in the consumer ation Inc. (AGI). These provisions price index.

  • were the result of a one-time write-off of several small cogenera- Our ability to develop and achieve hen all was said and done, tion projects that were losing meaningful goals is essential to 1991 turned out to be money. AGI is now better able to you and to our customers in

. W another fine year for Atlantic Energy. Per share earnings rebounded to $3.49, a devote its attention to three larger projects with potential for contributing to future earnings.

today's economy. Ideal summer weather has not protected south-ern New Jersey from the effects of 15% improvem'ent over the $3.02 the recession. Housing starts in the In June, your Board of Directors reported in 1990. We have the area a.re at a post World War II low.

increased the quarterly dividend good performance of Atlantic Just over 4,100 new customers on Common Stock by one cent, to Electric to thank. Here's how it were added to Atlantic Electric's 75 cents per share. This is the happened. system in 1991. a drastic drop from 39th consecutive year of increas-the average of 11,300 new cus-We negotiated a $50 million es in cash dividends paid. Even tomers add~d each year since increase in base rates in July though the amount was modest, it 1986. We also felt the effects of to coincide with our peak sales was our way of saying that in spite competition and structural season. In granting the higher of the ups and downs, our core changes in our industry this year.

rates, the New Jersey Board of business is solid and our future In October, our largest industrial Regulatory Commissioners (BRC) holds promise.

customer began generating its own set our allowed return on equity The very nature of our utility busi-at 12.5%.

ness involves making substantial Mother Nature helped out, too. investments in facilities and It was the hottest summer ever equipment. In the next three years, recorded at the Jersey shore. our capital expenditures will reach Kilowatt-hour sales grew 2.3% to almost $500 million. About half of almost eight billion, a record for that is earmarked for improve-Atlantic Electric. The hot temper- ments to our power delivery atures pushed the demand for system. As you look through the energy to new highs. Peak demand pages of this Annual Report, you'll reached 1,911megawatts,10% learn why these are important greater than last year. We are espe- investments. You'll also see how cially pleased to note that many of we protect the environment as we the businesses located along the go about our work. We continue to shore had their best year ever. give high priority to the way we take care of our natural resources.

Our 1991 financial results were weakened by our nonutility There is more good news for 1991.

operations. These businesses By all measures, it was the reported a combined loss of 22 safest year in our history. Other cents per share. Most of that, operational and financial goals about 15 cents, came from provi- were met as well, particularly with sions recorded by Atlantic Gener- respect to controllable expenses.

Looking ahead, Atlantic Electric, We. continue to believe that oppor- the utility business, will remain tunities for growth exist with the our driving.force. Its performance activities of our nonutility busi- will guide the future for Atlantic*

nesses. Our strategy is to direct Energy. We are doing our home-electricity. In the coming years, a resources to investments that work to prepare for a BRC-man-complement Atlantic Electric's dated management audit that is few more of our large customers will follow. goals. Our newest subsidiary, expected to begin in late 1992.

Atlantic Energy Technology, Inc. We intend to get an '/\ on our But our strategic plan can ac- (AET), was formed in 1991. To report card.

comn:iodate a slowed economy date, it has invested in a company and competition. We are com- that ~upplies state-of-the-art, The good news of1991 is tem-mitted to finding ways to replace energy effi,cient heating and pered by the loss of one of Atlantic kilowatt-hour sales lost to com- cooling systems. AET's activities, Electric's most admired and petition. And, we're doing our along with the cogeneration respected employees, Senior Vice share to stimulate the local development investments of AGI, President Brian A. Parent. Brian economy. We have revitalized our will dominate our nonutility acti- died suddenly in July. We miss his economic development efforts to vities. AGI made progress on three humanity, his intellect and his attract new businesses to our large cogeneration projects in 1991. sense of fun . The tribute we have region and to encourage busi- AGI's financial results are expected prepared for Brian on page 5 of nesses already here, to stay. to improve in 1992 when two of this Annual Report only begins to Through our marketing activities the three projects will be com- express our gratitude for the many we keep in closer contact with our pleted. Atlantic Southern Properties contributions he made to this customers and discover ways to and ATE Investment continue to corporation. '

serve them better. These are long manage their existing portfolios . On behalf of the Board of Directors term commitments that will help o new investments are planned of Atlantic Energy, we thank our us be successful in a competitive in the near term for these shareholders for their support and energy marketplace. companies. loyalty. You have our promise that we conduct our business in y_our best interest, adhering to the highest ethical standards and at all times showing respect for cus-tomers, concern for employees and care for our environment.

For the Board of Directors, Ztl/c4~i;;

E.D. Huggard Chairman and Chief Executive Officer J.L. Jacobs President January 31, 1992 Jer ry Jacobs, Doug Huggar d

THE NEWS OF 1991 New Sources of Capacity for Atlantic Electric In May, Atlantic Electric's new 84-megawatt combustion turbine, located in Vineland, New Jersey, went into service in time for the peak summer period. The unit Deepwater's Employee features high performance emis- Involvement Team, the Morale sion and noise control systems Boosters, contributed to this fine Nuclear News and can use natural gas or kero- record. They promoted safety The 1991 capacity factor for sene as a fuel source. It was built through a program to keep the Atlantia- Electric's five jointly- on schedule and at less than green light on the plant's safety owned nuclear units was 66.9%, expected cost. - sign "burning." When the green and as a result, no penalties were light is lit, the station is accident-In September, Atlantic Electric incurred under New Jersey's free. The program has gained began purchasing power from a nuclear performance standard. recognition for the team, placing nonutility power producer located Over 70% of our customers' ener- them in the final round of a in Chester, Pennsylvania under a gy needs were supplied by coal national competition honoring 25-year contract. The generating and nuclear sources, providing a excellence in employee teamwork.

unit is expected to provide up to savings of more than $135 million 75 megawatts of capacity using New Rates in Effect over the use of oil.

municipal solid waste as its On July 3, the New Jersey Board Hope Creek Nuclear Generating energy source. This marks the of Regulatory Commissioners Station received a manufacturer's first time in Atlantic Electric's (BRC) granted Atlantic Electric a award for outstanding perfor- history that capacity and energy $50 million increase in base mance of a boiling water reactor. is being_ provided by a non utility rates. The return on common Hope Creek achieved a lifetime power producer under a long equity was set at 12.5% with an capacity factor of 76 ~9% and a term arrangement. overall return of 10.52% on a test lifetime availability factor of year ending May 31 , 1991. The

' Safety Continues to Shine 82.4%, placing it among the top BRC also made permanent a perfoD?ing boiling water reactors Atlantic Electric proudly completed $41.6 million provisional base in the nation. its second consecutive "safest year rate increase that had been in ever." Workers at B.L. England effect since June 1990. It was Hope Creek also set a record for and Deepwater Stations helped continuous operation. At the end ruled that a Phase II to the make it happen. In early 1992, proceeding was appropriate to of 1991, it had completed 234 both generating stations, as well days (and still counting). This determine the regulatory as the rest of the production treatment of tax benefits. from the record helped establish another: section, recorded over one year The three units on Artificial nonutility affiliates.

without a lost-time accident.

Island-Hope Creek, Salem Unit 1 On August 30, Atlantic Electric and Unit 2-set a record for the filed a Phase II petition with BRC.

island of 84 days of simultaneous Atlantic Electric asserts that no continuous operation. changes in customers' rates should be made as a result of tax Demand Hits New Record benefits from the nonutility On July 23, Atlantic Electric re- affiliates. The petition asked for a corded a record peak demand of Deepwater's Morale Boosters are: $25 .8 million base rate increase 1,911megawatts,a10% increase O to r) J. Sunderhauf, J. Rumaker, to recover the costs associated over 1990. Atlantic Electric's F. Jones, P. Humanick,.T. Harris, with recent changes in New direct load management program, M. Mason, J. Jenkins, T. Donofrio, Jersey's Gross Receipts and M. Kiger, J. Famkopf, J. Thompson, the Summer Savers Club, helped Franchise Tax law. A dec_ision is J. Rhoda, P. Harwood, G. Averiett, to reduce the demand by about K. Drummond and H. Hoover. expected in the second quarter 33 megawatts. Not Pictured: E. Moore of 1992.

14

Marketing Goes Gangbusters, Exceeds Goals Eleven of the fifteen major marketing programs exceeded operating goals in 1991. The B.E.S.T Home program (Built for A LIVING TRIBUTE Energy Saving Tomorrows) signed up over 1,100 homes, exceeding In the Fall of 1992, Atlantic Electric and the citizens the program goal by over 700%!

ofMillville, New Jersey will celebrate the opening of This year, the Summer Savers Club was a hit with commercial the Brian A. Parent Center. The Center is being built customers, gaining over six times adjacent to Atlantic Electrics holly orchard. It will more participation than expected.

The Save-A-Watt efficient lighting replace a farm house that once displayed all forms program achieved more than of holly artifacts and memorabilia. Together with double its target.

the holly orchard, the Cf(nter will renew a South Jersey tra_d ition-the Millville Holly Orchard Tour. Capital News In May, Atlantic Electric The Center is named after senior vice president redeemed its First Mortgage Bonds, 115/s% Pollution Control Brian Parent, the man who spearheaded the holly Series A of 1981 due 2011 with orchard project, who died suddenly last July. The proceeds from the issuance of idea was to create a living memorial in honor of his $38.865 million of First Mortgage Bonds, 6.80% Pollution Contrel many contributions to the Company, its share- . Series A of 1991. The refunding is holders and its employees. . expected to save Atlantic Electric approximately $2 million per year Honoring Brian in this way is fitting for another in interest costs.

reason, one that stems from the kind of man he In May, Atlantic Energy sold a was. Brian believed that.a corporation has an total of 2,000,000 shares of new Common Stock at a price to the obligation to give something back to the commu- public of $34.50. Also in May, nities it serves. He put this belief into practice many . Atlantic Electric sold 700,000 times, but never with as much enthusiasm as with shares of $7.80 No Par Preferred Stock at a price to the public of the holly orchard and visitors, center. $100 per share. Proceeds from the sales of these securities were Thanks to Brian, the citizens of South Jersey will used primarily to fund Atlantic have a special place to view artists* exhibits, learn Electric's on-going construction about their heritage, tour a commercial holly program.

orchard and hold community events. If Brian were Construction expenditures in 1991 totaled $172.4 million in cash, with us today, he would be extremely proud. plus $4.9 million in allowance for funds used during construction.

A VERY SPECIAL DELIVERY SYSTEM DELIVERING POWER AT ATLANTIC ELECTRIC Electricity. We depend on it to be there when we need it. If you're an average Atlantic Electric customer, that's about 99. 99% of the, time. We call that "reliability. and it's a record we're proud to share.

That kind of service requires a very special delivery system. It's called a transmission and distribution system.

Electricity is unique. It is produced and distributed at the very instant it is used. From one second to the next, customers vary the amount of electricity they use. Electrical generators and the transmission and distribution system respond instantaf!.e0!-1-sly to meet t_hese changing conditions. At the heart of it all is our system control center.

From generation to end use, every aspect of our power delivery system is managed from this point. Each day, thousands of details come together there, helping us make decisions that ~eep electricity reliable and affordable .

(Italicized words are defined in the Glossary of Terms. p. 8)

Specialized equipment helps Atlantic Electric keep the power FROM DOOR- A transmission flowing to more TO-DOOR substation may be than one million located right next to people in A generating station a generating station.

southern ~ew converts fuel such Here, a transformer Jersey as coal, oil, natural does the job of in-gas or uranium to creasing-"stepping supply electrical up" the power to energy. Electricity is move it along the generated at a lines more efficiently voltage or pressure too low to be trans-

. ported through conductors effec-tively over long distances 0 ..

ustomer satisfaction and success. You can't have one without the other.

  • TRANSMISSION

& DISTRIBUTION It is tradition in the utility business to measure cus-tomer satisfaction with words like "reliability" and

'affordability.,, These are the features of good, sound service that customers expect. But, theres PRODUCTION - -- -

more. Customers tell us that satisfaction is also measured with words like "care," "concern" and Over the next three "protect." They 're tal~ing about our world, and we years, more than half of Atlantic Electric's couldn't agree more.

construction dollars will he used to The system that delivers the power is the most expand, improve and strengthen the visible part of our business. Poles, wires and trans-transmission and !armers are seen on virtually every s_treet served distribution system by an electric utility. At the end of1991, Atlantic Electric had about $850 million invested in its transmission and distribution system. Through 1994, another $260 million. will be invested, over 50% of our expected total capital spending. In An interconnection with a, neighboring utility or a nonutility todays competitive energy market, it.s a sound power producer strategy to invest in the power delivery system.

occurs at higher voltage levels known A well-planned, well-maintained system delivers as transmission energy efficiently. It keeps prices competitive and voltage. Atlantic Electric's system service at its highest level.

transmission voltage is either 230 kV, Our.success depends on earning our customers' 138 kV or 69 kV respect and loyalty. We do that by delivering power safely, continuously, at a reasonable cost, at all times showing respect and concern for our world.

GLOSSARY OF TERMS Conductors wires through which electricity flows readily with little resistance or loss of voltage Current There are many reasons why we make investments in power delivery, a flow of electric charge but none more important than reliability. For customers, reliability is a Distribution feeders simple matter: The lights come on at the flip of a switch. For us, reliabil-conductors that connect the distribution ity is far more complex. We build safeguards*into our system to keep substation to the final transformer before our customers' lights on and 99.99% of the time, we're successful. But, hook-up with the customer ,

severe weather or equipmen~ problems can cause occasional power Generating station the site where fuel is converted to interruptions. We keep those situations to a minimum by making sure electric energy electricity can travel to a customer's door by more than one route. If one Interconnection path is blocked, we can get there -another way. Protective devices, includ-a hook-up between electric utilities ing circuit breakers, are used to isolate problems from the rest of the or nonutility power producers that system. This protects expensive equipment from damage and lets energy allows the transfer of electric energy in either direction 'continue to flow over an alternate path.

kV We look for trouble before it happens. An elaborate ~elecommunications kilovolt: a measure of voltage; i kV= 1,000 volts network links the system. Almost 100 times a day, computer technology Substation scans for potential problems. If something is spotted that's not just right, points of interconnection we can take quick, corrective actions before customers are affected.

for transmission and distribution lines where the voltage level of electricity New customer growth can put heavy demand on parts of the system and is changed and regulated stretch existing equipment to its capacity. When that happens, we make Transformer investments in new equipment or find ways to upgrade existing a device that increases-"steps up" or equipment to keep the lights on.

decreases-"steps down" the voltage level of electrici_ty We've set some tough standards for reliability. Our efforts are paying off.

Transmission and distribution system Except for major storms in 1991, on average, customers were without the delivery network for electricity that ties generating stations to electricity less than once and, when an outage did occur, we restored customers; it consists of land, wires, service in a little over an hour. We think customers should expect that poles, substations and all equipment kind of reliability. It's our job to make it happen.

necessary to transport power Transmission lines conductors that transport Transmission lines This transmission electric energy at higher voltages over transj>ort higher substation houses long distances between substations voltage power over a transformer that long distances to steps down the voltage Volt another transmission to lower, sub-transmis-unit of measure of pressure or force substation sion levels Voltage the level of force applied to electric current in a conductor, measured in volts, generally described as kilovolts

DELIVERl'.\G AFFORIHRILITY Dollar for dollar, the cost of fuel and energy is passed along to Atlantic Electric's customers. That's why it's important to seek out the most economical source of fuel and energy available .

A top-notch system delivers low-cost power*from where it's generated The Cardiff-New to where it's needed, when it's needed. Energy supply is a two-way street. Freedom trans-There are times when Atlantic Electric is able to supply energy to the mission line is the Pennsylvania-New Jersey-Maryland Interconnection (PJM). Other times first link in an im-proved high voltage the PJM, a neighboring utility or a non utility generator supplies us with transmission loop economical power. Any savings are passed along to customers. The point that will serve is that a strong power delivery system lets us make choices for customers southern 'ew Jersey to help .keep their energy costs affordable. into the 21st_century Atlantic Electric is expanding its 230 kV transmission system to make more choices possible. This project is state-of-the-art in terms of long-range planning and construction. For customers, it means improved reliability, affordability and room to grow. Making these improvements to our high voltage transmission system will span several years. In 1988, we finished the first phase:*a 33-mile line that begins in the north central part of our service territory and delivers energy to our fast growing east-ern region. The second phase *will be finished in early 1992. This 21-mile line on the western side of our territory has special importance. It ties three non utility power plants to Atlantic Electric. Both of these lines have used money-saving planning and construction techniques. Addi-tional phases are planned to connect the eastern and western links and complete the project. After the turn of the century, it's expected that customers will continue to be served by an improyed, highly-reliable transmission "loop" within southern New Jersey.

Large industrial customers may be connected to the utility's system at these sub-trans-mission levels

TRANSMISSION ACCESS-PANDORA'S BOX OF Planning a power delivery system mixes sound engineering and practi-cal cost control with thoughtful insight. It begins with questions: Who An impnrtAn::;::cy., b~i""'.

is exchanging energy. In 1990, about 15%

of the energy generated in our nation will our customers be? How much ene~gy will they need? Where will the reached customers as a result of these energy be needed? What new sources of energy will be available? exchanges: 11 % from utilities and 4%

I from nonutilities.

We develop forecasts based on oiir experience and our expectations. Energy is delivered through complex, We study the past, analyze the options and ask more questions: Will new delicately-balanced transmission systems that operate in concert. Utilities depend generating sources have to be built or can we use existing facilities?

  • on each other to coordinate those What happens if energy use grows faster than we thought? How much systems and to keep reliability high.

will it cost? The answ~rs help usylan for the future. Recently, regulations have been proposed that could force utilities to In the final analysis, a well-planned power delivery system has certain open their transmission lines to others traditional characteristics. It has room for: growth. It can accommodate for the purpose of delivering energy.

Those in favor say that ultimately, customers' changing use and can keep up with the interchange of energy customers will be served by lower rates.

between utilities, nonµtilities and power pools like tpe PJM. It can with- We disagree. The risks are too great.

stand Mother Nature's bad days or the loss of a generating unit. From our perspective, opening transmission lines threatens reliability.

Atlantic Electric's pl~nning goes *beyond the basics. We have "master Numerous power producers competing for open access to a transmission system plans" for our power delivery system to guide long-range planning, would complicate and impair system

  • design, construction and maintenance._What makes these plans sp.ecial operation. Costs would increase. Oper-ating problems would become more is that they provide for the orderly development of a power delivery difficult to detect and service restoration system giving consideration to all the unknowns 'that exist. The princi- far more complicated and expensive.

ples and standards adopted in those pla~s are based on the knowledge We cannot support r egulations that .

  • that circumstances change, new technologies emerge, demand for energy would surrender some control of a very complex transmission system. This varies and philosophies shift. To some, it might seem like a whole lot system has been developed over the to keep track of. But not for us, we'r_e ready. years by people experienced in meeting southern New Jersey's energy needs.

At these lower volt- Our shareholders and customers li:ave Distribution line trans-ages, electricity flows paid for that system and our customers formers are located on are entitled to be served by \t. We cannot to a distribution sub- practically every street support rules that would give priority station where it is served by a utility. They to power deliveries that would benefit stepped down even step down the voltage only a few. Rules like this could make more for use by homes to its lowest level (120/240 it impossible to take advantage of and businesses. Each volts) to provide electric economical purchases that could benefit distribution substation service to customers all. Our ability to provide customers with provides electricity to safe, reliable and affordable energy is a local area *by means why we are in business. We oppose any of distribution feeders effort that jeopardizes our obligation to or lines serve customers.

High strength, low "My favorite picture (below, left) shows the maintenance sleet

  • past and the future in the same spot. Our new poles are replacing weathering steel poles are next to the lattice towers the familiar gal-we've used for years. Most of the lattice towers still have a lot of service vanized steel lattice towers for higher left in them. But you can bet that as they need replacing, we'll use the

'voltage transmission new steel poles. Y.ou can really see how much better they blend in with .

lines. When exposed the environment. They not only look better but they turned out to be the to the elements, the best choice for an important transmission project.

finish on these high strength poles "A COUJ!le of years ago we added a new 230 kV line to our system to "weathers" to blend bring more energy into the east~rn part of our territory, including the in with the sur- shore. Some of the line had to be built through wetlands and the Jersey

, rounding area. These pinelands. We had to figure out how we could bring it in without harm-poles and lines can ing tliese areas and without spending a fortune.

withstand 100-mile-per-hour winds and a "It turned out to be one of the best projects I've ever worked on. We 1'lz-inch thick coating learned how to install these new poles without building costly access of ice roads. We didn't have to clear as much land because of the poles' special design. We're using a new type of foundation that doesn't need nearly as much concrete carried to the site. We used helicopters to string some of the wires. What's more, we're using many of the same construction techniques on the new 230 kV lines we're building now.

'Tm really proud that Atlantic Electric is doing things this way."

Dave Beckmann is Superintendent of Transmission and Civil.

Atlantic Electric's extensive transmission and distribution system makes sure that power is there when customers need it.

More than 10,000 miles of wire wind tllrough Atlantic Electric's ~. 700 square-m¥e service territory, bringing the power door to door "Once we know where the power is needed, we have to figure out the best way to get it there.

Sometimes, it's a tough job because you have to get A right of way is a from "point A" to "point B," but you can't always go in a straight line. narrow corridor or cleared land that "We have lots of things to consider when we plan a line route. First, we runs on either side or

  • try to use rights of way that already exist. Then, we see if we can use industrial areas, roadways or railroad tracks as corridors for new lines.

We try our hardest to keep our transmission lines out of developed resi-dential areas. Sometimes we wind up with a line that has a lot of twists and turns~ but in the end it's the most prudent way to go.

a utility transmission or distribution line.

Narrower rights of way mean more land can be left in its natural state. ew high voltage pole "Our new pole design for higher voltage wires uses a narrower right of designs make this way. Now, they only have to be about half the .width of what we used to possible Part of the job.for George Henry and need for the same line voltage. That means we have less area to clear. Nancy Sullivan or the But when we do have to clear an area, wE)'re very careful about how we Right of Way do it. We clear only the areas that might impact the safety or reliability Depf1.rtment involves discussing plans for of our lines. In environmentally sensitive areas like pinelands or wet-a right of way with lands we are especially careful. We try to leave the low-growth plants customers and smaller trees in the area. We've even re-seeded areas with annual plants and other ground cover that will ~ttract- wildlife like partridges and songbirds. To make things look more pleasing, we'll plant trees or shrubs to act as a screen or buffer, making our facilities less visible.

"Maintenance is a full time job. We try to keep the areas free of debris.

Unfortunately, our rights of way sometimes get used by others as a dump site. When that happens, we'll do our best to barricade the area to stop the problem. Tl;le bottom line is, the area must be clear enough to permit the safe operation of our lines, but remain natural enough to allow plants and wildlife to flourish."

George Henry is Superintendent of Right of Way and Forestry.

A compatible tree is one that works to-gether with a utility's distribution lines.

These trees, like dog-wood or cherry, grow at a slower rate and mature at ll smaller height, keeping their branches at a safer distance from power lines.

"Keeping the power flowing means we have to keep all of our lines free and clear. With transmis-sion lines, our job is a bit easier because they are located in wider rights of way. When it comes to distribution lines, like the ones you see in front of your house, we sometimes have a tough time. Our biggest challenge is trees. You get one good ice or wind storm ap.d the next thing you know, tree limbs are down all over power lines and our customers are out of service. It hurts our reliability and it can cause soine serious safety problems.

"That means we have to trim the trees near our power lines. It's my job to see that the health of the tree gets proper attention. We use a method called 'directional trimming' researched by the US Forest Service. This kind of trimming encourages the tree to grow away from the lines. Over a period of years, *we won't have to trim as often and that's healthier for the tree. Directional trimming (depicted above)

"Sometimes we find a tree that can't be saved. It may be unsafe or haz- maintains the health ardous to our lines. When that happens, we ha.ve to recommend to the of the tree and the property owner that the tree be removed. In the not too distant future, safety of power lines we'll be able to replace a lost tree with a 'compatible tree: one that grows a bit slower and matures a bit shorter. These trees fit in well with our lines while still providing shade and beauty for the community. We've Mike eal Oeft) and tested the program in a few communities and it's been very successful. Matt Simons, Forestry Department, "You might wonder where we get these trees from. Well, we're starting examine the growth to grow our own. A few years ago, Atlantic Electric began fixing up a of newly planted holly orchard in Millville, New Jersey. I'm real proud of the way it has holly seedlings come along. We have over 50 acres of orchard and nursery With just about ever:y type of American holly tree you could imagine. We've also planted an area for our "co_mpatible trees." Once they'r_e ready, they will be the source for replacement trees in our communities. We'll also use trees from this farm to landscape areas around our facilities.

"It's nice to know that the work we do gives something b~ck to our community and our world."

Matt Simons is Superuisor of Forestry.

I "Today the most complex issue facing us is electric .

and magnetic fields_:known as EMFs-and the public's interest in their possible health effects.

Customers are as concerned about this as anything in recent history.

That's why it's my job to make sure that our company knows as much as possible about this issue. That way, we can respond knowledg_eably to our customers' and employees' questions.

"What makes this difficult is that there are no simple answers. But, that doesn't mean we are ignoring the questions. So far, almost 50 scientific studies have been published examining possible relationships between .

EMFs and health. The results may appear confusing and contradictory.

However, there-has been no sufficient scientific evidence to conclude that exposure to EMFs causes any illness or disease. There's more research going on today, but it will be several years before it's completed.

"The way I see it, there are three ways to deal with public concern about EMPs now. First, we could ignore it and hope it goes away. That's just not acceptable at Atlantic Electric. Second, we could start spending a lot of money on procedures that could significantly reduce, but not eliminate EMFs. That's not very wise ~ither since the cost would be astronomical and not really justified.

Electric Field only (no current)

"I think we've chosen the most prudent course of action for now. We're managing EMFs through careful placement and layo'ut of our new trans-mission and distribution lines and substation facilities. If customers ask, we'll go to their homes and businesses and measure the level of EMFs.

Where we can reduce the level of EMFs through modest costs, we're doing so. We're supporting scientific research at the academic and pro-fessional levels. W~'re out talking to citizens who have raised concerns Electric and Magnetic Fields (with current) about the health effects of EMFs. We've even involved those citizens in our plans to provide future service. And, we're continuing to dedicate a small group of people, myself included, to study and learn from information supplied by outside medical, technical and _other experts.

"Like I said, we _don't have all the answers today. But we're asking the Electric and Magnetic Fields right questions."

(EMFs) are invisible lines of force that Mike Picucci is Coordinator of the occur whenever an EMF Management Seruices Team.

electric charge is present and moving.

Electric fields are invisible fields of force created by the pressure (voltage) of an electric charge. -

  • Magnetic fields are Agaussmeter is an invisible fields of instrument used to force created by the measure the level motion (amperage) of ar electric charge ofEMFs

Residential Customers Sales to Residential customers increased 3.1 % in i 991 because of hotter weather during the sumnier months. More than 3,300 new Residential customers were added to the system during the year.

%Annual Est.%Annual For the Growth Rate Est. Growth Rate ten-year period 1986-1996: 1986 1991 '86-'91 1996 '91-'96 Sales (billion kwh) 2.839 3.370 3.5% 3.631 1.5%

% of Total Sales 43 42 43 Average Use (kwh) 7,982 8,440 1.1% 8,424 (0.4)%

Peak (Mw) . 786 1,086 6.7% 998 (1.7)%

Commercial Customers Sales to Commercial customers grew 2.8% as a result of a modest increase in the number of new customers and higher average use per customer. Sales to Atlantic Electric

, 12 hotel-casinos increased 3.5%, and comprise 6.9% of total sales. serves more than

%Annual Est.%Annual 450,000 customers in For the Growth Rate Est. Growth Rate ten-year period 1986-1996: 1986 1991 '86-'91 1996 '91-'96 a 2, 700 square-mile Sales (billion kwh) 2.401 3.147 5.6% 3.497 2.1% area in the southern

% of Total Sales 37 40 41 one-third of ew Average Use (kwh) 52,938 61,619 3.1% 59,872 (0.6)% Jersey. Peak load has Peak (Mw) 528 622 3.3% 659 1.2% occurred during the summer months.

Industrial & Other Customers _ Major businesses include gaming, Sales to Industrial & Other customers decreased by 0.6% in 1991. During the fourth quarter, ACE's largest industrial customer became a self-generator and stone, clay, glass, will now supply virtually all its own f)nergy needs. chemical, petroleum,

%Annual Est.% Annual rubber and food For the Growth Rate Est. Growth Rate processing

  • ten-year period 1986-1996: 1986 1991 '86-'91 ' 1996 '91-'96 Sales (billion kwh) 1.281 1.418 2.1% 1.333 (1.2)% ~--

% of Total Sales 20 18 16 Average Use (000 kwh)* 1196.7 1371.1 2.8o/o 1249.5 (1.8)%

Peak (Mw) 145 203 7.0% 154 (5.4)%

  • Industrial customers only 8

1426 1418 1.435 7

1.395 1.382 3.147 6 2.917 3.063 2.742 2.592 5

The growth in 4

kilowatt-hour sales is determined by how 3.213 3.266 3.268 3.370 many new customers 3 3.040 are added, how much electricity each 2

customer uses and weather conditions.

1 Since 1986, kilowatt-hour sales have increased an

'I average of 4.0% each year as a result of ATLANTIC ELECTRIC customer additions Energy Sales by Customer Class and increased usage RESIDE TIAL e COMMERCIAL per customer.

e I DUSTRIAL AND OTHER

  • CONTENTS Report of Management Report of The Audit Committee Independent Auditors' Report CD Consolidated Statement of Income
  • e Consolidated Statement of Cash Flows Consolidated Balance Sheet Consolidated Statement of Changes in Common Shareholders' Equity e

Notes to Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operation

- G Summary Financial and Statistical Review

Atlantic Energy, Inc. and Subsidiaries HEPORT OF '.\L\\AGE'.\1E\T The management of Atlantic Energy, Inc. and its subsidi-aries (the Company) is responsible for the preparation of.

the financial statements presented in this Annual Report.

The financial statements have been prepared in conform-ity with generally accepted accounting principles. In preparing the financial statements, management made informed judgments and estimates, as necessary, relating to events and transactions reported. Management is also responsible for the preparation of other financial informa-tion included elsewhere in this Annual Report.

Management has established a system of internal account-ing and financial controls and procedures designed to provide reasonable assurance as to the integrity and reli-ability of financial reporting. This system is examined by management on a continuing basis for effectiveness and efficiency. Management believes that, as of December 31, 1991, the system of internal accounting and financial con-trols is adequate to accomplish its objectives. Management also recognizes its responsibility for fostering a strong ethical climate in which the Company's affairs are con-ducted according to the highest standards of corporate conduct. This responsibility is characterized and re-flected in the Company's code of ethics and business conduct policy.

The financial statements have been audited by Deloitte &

Touche, Certified Public Accountants. The auditors provi.de an objective, independent review as to management's di.

charge of its responsibilities insofar as they relate to the fairness ofreported operating results and financial condi-tion. Their audits are based on procedures believed by them to provide reasonable assurance that the financial statements are not misleading and include a review of the Company's internal control structure and tests of transactions.

The internal auditing function conducts audits and ap-praisals of the Company's accounting and other opera-tions, and evaluates the financial and operational control procedures which have been established and compliance with those procedures. Both Deloitte & Touche and the internal auditors periodically make recommendations concerning the Company's internal control structure, and management responds to such recommendations as appropriate in the circumstances. None of the recom-mendations made for the year ended December 31, 1991 represented significant deficiencies in the design or opera-

  • tion of the Company's internal control structure.

9-/

J. L. Jacobs President J. G. Salomone Vice President and Treasurer

Atlantic t:nergy, Inc. and Subsidiaries Certified Public Accountants Deloitte& Two Hilton Court, P.O. Box 319 Touche Parsippany, New Jersey 07054-0319 Atlantic Energy, Inc. and Subsidiaries To the Shareholders and the Board of Directors of Atlantic Energy, Inc.:

The Audit Committee of the Board of Directors is com-rised s?lely of~dependent directors. The members of We have audited the accompanying consolidated balance e Audit Committee are: Matthew Holden, Jr., Chairman, sheets of Atlantic Energy, Inc. and subsidiaries as of

~ os. Michael Galvin, Jr., Gerald A. Hale, Madeline H.

December 31, 1991 and 1990 and the related consolidated McWhinney and Harold J. Raveche. The Committee held statements of income, changes in common shareholders'

  • six meetings during fiscal year 1991 . equity, and of cash flows for each of the three years in the period ended December 31, 1991. These financial state-The Audit Committee oversees the Company's financial ments are the responsibility of the Company's manage-reporting process on behalf of the Board of Directors. In ment. Our responsibility is to express an opinion on these fulfilling its responsibility, the Committee recommended financial statements based on our audits.

to the Board of Directors, subject to shareholder ratifica-tion, the selection of the Company's independent public We conducted our audits in accordance with generally accountants. The Audit Committee discussed with the accepted auditing standards. Those standards require that internal auditors and the independent public accountants we plan and perform the audit to obtain reasonable assur-the overall scope and specific plans for their respective ance about whether the financial statements are free of audits. The Committee also discussed the Company's material misstatement. An audit includes examining, on consolidated financial statements and the adequacy of the a test basis, evidence supporting the amounts and disclo-Company's internal control structure with the independent sures in the financial statements. An audit also includes public accountants. The Committee met regularly with the assessing the accounting principles used and significant Company's internal auditors and independent public estimates made by management, as well as evaluating the accountants, without management present, to discuss the overall financial statement presentation. We believe that results of their examinations, their evaluations of the our audits provide a reasonable basis for our opinion.

Company's internal control structure and the overall qual- In our opinion, such consolidated financial statements ity of the Company's financial reporting. The meetings also present fairly, in all material respects, the financial posi-were designed to facilitate any private communication tion of Atlantic Energy, Inc. and its subsidiaries at Decem-with the Committee desired by the internal auditors or ber 31 , 1991 and 1990 and the results of their operations independent public accountants. and their cash flows for each of the three years in the period ended December 31, 1991 in conformity with I *-4dtMJ J4ttl~ Jr.

Matthew Holden, Jr.

I generally accepted accounting principles.

Chairman, Audit Committee January 31, 1992

Allanlic Energy, Inc. and Subsidiaries CONSOLIDATED STATEME:\T OF INCOME (fhousands ofDollars) For the Years Ended December 31

    • ** **************** ***** ******************************************************************************************************************** l m l******************llmll******************llml*******

9.P~r.~t~~~~~~:'1~~8.~~l~~t.r.~~*** $777,970 $716,779 $705,020 Operating Expenses:

Energy Costs 156,718 161,428 173,724 Operations 221,712 190,951 167,435 Maintenance 51,960 52,351 55,203 Depreciation and Amortization 66,023 62,141 58,485 Gross Receipts and Franchise Taxes Federal Income Taxes Other Taxes

!.?~c:t:19.P.~r.<L?..£1~ ~~P.~.£15.~5. .

9.P~r.~ti1,J:~~~.()~~***

Other Income:

88,932 36,244 11,525 633,114 144,856 87,314 26,917 11 ,115 592,217 124,562 83,396 22,865 570,275 134,745 9,167 Allowance for Equity Funds Used During Construction 1,814 1,727 Other Income-Net 7,043 7,585 5,450 Total Other Income 8,857 9,312 5,450

~~~()~'-'.. ~'-'.~?.r.'-'.~~1.'-'.r.es.~ C.~~r.~'-'.5. . . 153,713 133,874 140,195 Interest Charges:

Interest on Long Term Debt 51,601 54,803 47,131 Interest on Short Term Debt 1,946 1,510 5,231 Other Interest Expense 1,179 109 909 Total Interest Charges 54,726 56,422 53,271

~?.~.<l.1:1~.~. ~?r..~<>rr.<>~~?.Y11.r:i?.s.. ~5..~ct. .~l:lr.i.£1~.C.?.:'15.~~~~~<>.£1 ... (3,059)

(2,226) (2,805)

~~~.~.£l~~r.~s.t91~r.~~5. ..... 51,667 54,196 50,466 f'.r.~~~1!'-'.~. S.t.<>.~~.J?i~~~.£1~. ~~~'-'.~~.£11.5.()~~~5.i~~9' ... (16,411) (10,799) (8, 765)

Net Income $ 85,635 $ 68,879 $ 80,964

                                                          • : ************************:t:::**::::::::::: ::;::  ::::::;::::::::::::::::::: :::::::::::::::::::::::::::::::;;:;;::::::::***

Average Number of Shares of Common Stock Outstanding (in thousands) 24,504 22,795 21,634 Per Common Share:

~,~7,~~gs ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ... $3.49 .......................$3.02

,,,,,,,,.,,,,,,,,.,,,,,,,,,,,,,,,,,,,,,...$3.74 "'*

Dividends Declared $2.99 $2.94 $2.85

                        • ****:::::::::::**::**** ************************************************::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::1'f::::::::::***

Dividends Paid $2.98 $2.92 $2.82 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Atlantic Energy, Inc. and Subsidiaries (Thousands ofDollars) For the Years Ended December 31

                                                                                                                                                  • ********************************************************************lml******************lllllDl******************lllm ** *****

Cash Flows Of Operating Activities:

Net Income $ 85,635 $ 68 ,879 $ 80,964 Deferred Purchased Power Costs (12,938) (21,840) (19,660)

Deferred Energy Costs 13, 180 20,136 8,560 Noncash items affecting operating activities:

Preferred Stock Dividend Requirements of Subsidiary 16,411 10,799 8,765 Depreciation and Amortization 66,023 62,141 58,485 Allowance for Funds Used During Construction (4,873) (3, 953) (2,805)

Investment Tax Credit Adjustments-Net (2,348) (2,349) (2,449)

Deferred Income Taxes-Net 15,761 15,177 17,616 Net (Increase) Decrease in Other Working Capital (2,821) 9,591 (23,060)

Other-Net 10,508 1,290 902

~~~. ~~1.1.. 1.'!?.~~~~~~ <:)p~~~~~~~~~i~~~~~**** 184,538 159,871 127,318 Cash Flows Of Investing Activities:

Utility Cash Construction Expenditures (172,425) (166,818) (145,081)

Leveraged Lease Investments 3,960 3,993 (27,777)

Leased Property (8,793) (10,576) (9,229)

Nuclear Decommissioning Trust Fund Deposits (13,777) (1,920) (3,263) nutility Property and Equipment (538) (129) (3,536)

  • ility Plant Removal Costs (5, 157) (3 ,912) (4,286)

Other-Net (6,822) (4,200) (4,548)

(197,720)

~~~. ~~1.1.. ~~*~*~ *~r.~\l~.5.~~~~~~i~~~~~***** (203,552)

(183,562)

Cash Flows Of Financing Activities:

Proceeds from Long Term Debt 38,779 150,183 Retirement and Maturity of Long Term Debt (50, 170) (28,625) (15,998)

Increase (Decrease) in Short Term Debt (23,350) 43,950 (61,000)

Proceeds from Capital Lease Obligations 8,793 10,576 9,229 Common Stock Issued 72,698 4,694 71,605 Preferred Stock Issued 70,000 50,000 Redemption of Preferred Stock (1,050) (1,050) (4,050)

Dividends on Preferred Stock (16,411) (10,799) (8, 765)

Dividends on Common Stock (62,769) (56,673) (52,756)

Other-Net J~~~~> ... (4,329) (4,044)

~~~. ~~1.1. J:>!?.~~~~.~~. ~~~~~~.~.~~~~ti~s ... 28,120 7,744 84,404 Net Increase (Decrease) in Cash and Temporary Investments 9,106 (15,947) 14,002

~ a.5.1.1. .11:1.1?. ! ~Il:1 p?. r.11:1:!'.~1:1.\l.e.5.tll:le..1.1~5.:..?. e. ~1.11:1i1:1~ .?.f ye a.r. ..... 8,961 24,908 10,906

~a.s1.1. .11:1.1?. ! ~ Il:1P.?.r.11:1:!'.~1:1\le.5.tll:l e.11 ~5.' .~ Ild .0 f xe.a.r. ..... $ 18,067 $ 8,961 $ 24,908 Supplemental Schedule of Payments:

Interest $ 57,221 $ 58,080 $ 52,817

-=:n::::~~:~~!~~*~end~*~~cl~c~~**

$ 23,721 $ 19,279 $ 14,284

..... l:1Il~e.r.?.i~i~e.r_i?.r.~iJ:l".e.5.~Il:1~.1.1~.P1~1:1 ... $ 11,304 $ 10,412 $ 9,639 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Atlantic Energy, Inc. and Subsidiaries CO:\SOLIDATED BALA:\CE SHEET (Fhousands ofDollars) December31

........................................................................................................................................................................... *IIIIll***.............. *ll!l!Ill *......

Assets Electric utility Plant:

In Service:

Production $1,009,776 $ 953,342 Transmission 295,044 281,431 Distribution 557,494 494,807 General 152,441 119,892 Total In Service 2,014,755 1,849,472 Less Accumulated Depreciation 545,829 504,202 Net 1,468,926 1,345,270 Construction Work in Progress 102,708 114,622 Land Held for Future Use 5,045 5,073

~8.~~~~ ~r.?.P.8.J:"o/~~8.~ . 53,093 57,971 Electric Utility Plant-Net ........................ .

1,629,772 1,522,936 Nonutility Property and Investments:

Investment in Leveraged Leases 75,293 75,156 Nuclear Decommissioning Trust Fund 26,489 11 ,784 Nonutility Property and Equipment-Net 15,039 15,003 Other Investments and Funds 4,233 7,425

!?.~~1 .~?.~~~ilio/Yr.?.P.8.~Y. ~?.~.~~Y8.~~1?.~.~~8. ... 121,054 109,368 Current Assets:

Cash and Temporary Investments 18,067 8,961 Working Funds 15,955 14,709 Accounts Receivable:

Utility Service 49,842 48,461 Miscellaneous 16,703 17,767 Allowance for Doubtful Accounts (2,400) (2,000)

Unbilled Revenues 38,078 34,849 Fuel (at average cost) 21,646 26,262 Materials and Supplies (at average cost) 27,394 28,221 Prepayments 11,267 12,113 Deferred Taxes 11, 142 7,476 Total Current Assets 207,694 196,819 Deferred Debits:

Property Abandonment Costs 8,502 9,443 Unrecovered Purchased Power Costs 137,818 124,880 Deferred Energy Costs 10,360 10,360 Unamortized Debt Costs 22,505 22,379 .

Other 13,711 . 9,825 ...

Total Deferred Debits 192,896 176,887 Total Assets $2, 151,416 $2,006,010 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

  • December31
                                                                                                                                                                                                                                                                                                                                                        • llm******************lml*******

Liabilities and Capitalization Capitalization:

Common Shareholders' Equity:

Common Stock, no par value; 50,000,000 shares authorized $ 520,345 $ 436,343

~~t(L~~?. ~Clr~Il~~ . 234,894 223,749 Total Common Shareholders' Equity 755,239 660,092 Preferred Stock of Atlantic Electric:

Not Subject to Mandatory Redemption 40,000 40,000 Subject to Mandatory Redemption 191,300 122,350 Total Capitalization 1,552,086 1,398,019 Current Liabilities:

Preferred Stock Redemption Requirement 1,050 1,050

. ng Term Debt due within one year 49,450 48,900 pita! Lease Obligations due within one year 740 686 Short Term Debt 20,600 43,950 Accounts Payable 57,467 61,890 Taxes Accrued 7,367 10,776 Interest Accrued 13,638 13,128 Dividends Declared 23,550 20,127 Customer Deposits 2,988 2,777 Deferred Energy Costs 24,592 11,412 Other 16,093 20,997 Total Current Liabilities 217,535 235,693 Deferred Credits and Other Liabilities:

Deferred Investment Tax Credits 59,249 61,597 Deferred Income Taxes 255,495 236,068 Obligations under Capital Leases 52,353 57,285 Other 14,698 17,348 Total Deferred Credits and Other Liabilities 381,795 372,298

. mmitments and Contingent Liabilities (Note 10)

i;()t.~ .Y.~~t.i~~ 8.'.J:l~.~8.'.P~t.~~8.'.t.i()J:l ... $2, 151,416 $2,006,010

Al/antic Energy, Inc. and Subsidiaries C:O:\SOLIDATED STATEME;\;T OF CHANGES I'.\ C:OMMO'.\: SHAHEllOLDEHS' EQUITY

~~~~~~~- ~~~~~~~~~~ .................................................................................................

Balance, December 31, 1988 20,011,561

~~~~~! ...........................$339,993

~~.~~~ ...........................$203,594

~~*

Common stock issued:

Public offering 2,200,000 69,730 Other 334,156 11,514 Net income 80,964 Common stock dividends (62,395)

Balance, December 31, 1989 22,545,717 421,237 222,163 Common stock issued 430,271 15,106 Net income 68,879 Capital stock expense of subsidiary (208)

Common stock dividends (67,085)

Balance, December 31, 1990 22,975,988 436,343 223,749 Common stock issued:

Public offering 2,000,000 66,970 Other 472 ,049 17,032 Net income 85,635 Capital stock expense of subsidiary (417)

Common stock...............................

............................. dividends .............................. . (74,073)

~~~~-~~-31, *!!.~ ........ ... . ............... . 25,~!~~~-~ ..............................~.~~-~~~-~~ *************************...... ~.~~~~!!4 As of December 31, 1991, there were 50 million shares Stock Purchase Plan (DRP) and ACE employee benefit

  • authorized of no par value Common Stock. Other than plans. AtDecember31, 1991, 109,910and 75,176shar public offerings, Common Stock issuances in 1991 , 1990 were reserved for issuance under the DRP and ACE em-and 1989 were for the Dividend Reinvestment and ployee benefit plans, respectively.

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

  • Atlantic Energy, Inc. and Subsidiaries e NOTE 1. SIGNIFICANT ACCOUNTING POLICIES ............................................................................................................................. .

Organization Electric Operating Revenues Atlantic Energy, Inc. (the Company) is the parent of a con- Revenues are recognized when electric energy services are solidated group consisting of the following wholly-owned rendered, and include estimates for amounts unbilled at subsidiaries: Atlantic City Electric Company (ACE), Atlan- the end of the period for energy used subsequent to the last tic Generation, Inc. (AGO. Atlantic Southern Properties, billing cycle.

Inc. (ASP), ATE Investment, Inc. (ATE) and Atlantic Energy Technology, Inc. (AET). ACE is a public utility primarily Electric Utility Plant engaged in the generation, transmission, distribution and Property is stated at original cost. Generally, the plant is sale of electric energy. Rates for service are regulated by subject to a first mortgage lien. The cost of property addi-the New Jersey Board ofRegulatory Commissioners (BRC). tions, including replacement of units of property and formerly the Board of Public Utilities. ACE's service terri- betterments, is capitalized. Included in certain property tory encompasses 2, 700 square miles within the southern additions is an Allowance for Funds Used During Con-one-third of New Jersey. The majority of ACE's customers struction (AFDC) which is defined in the applicable regula-e are residential and commercial. ACE, with its wholly- tory system of accounts as the cost during the period of wned subsidiary that operates certain generating facili- construction of borrowed funds used for construction pur-s, is the primary company within the consolidated poses and a reasonable rate on other funds when so used.

oup. AGI and its wholly-owned subsidiaries are engaged AFDC has been calculated using a semi-annually com-in the development of cogeneration power projects in var- pounded rate of 8.95%, as approved by the BRC, for the ious locations through several partnership arrangements. years presented.

ASP owns, develops and manages a commercial office and storage facility located in southern New Jersey. ATE pro- Deferred Energy Costs vides fund management and financing to affiliates and As approved by the BRC, ACE has Levelized Energy manages its existing portfolio ofinvestments. AET, formed Clauses (LECs) which are based on projected energy costs in April 1991, invests in companies with energy-related and include provisions for prior period underrecoveries or products and technologies and currently has an equity in- overrecoveries of energy costs. The recovery of energy terest in a company that markets and installs geothermal costs is made through levelized rates over the period of heating and cooling systems in the Pennsylvania, New projection. Any underrecovery or overrecovery of costs is York and New Jersey area. deferred on the Consolidated Balance Sheet as Deferred Principles of Consolidation Energy Costs, which can be an asset or liability as appro-priate. These deferrals are recognized in the Consolidated The consolidated financial statements include the accounts Statement of Income as Energy Costs during the period in of the Company and its subsidiaries. All significant inter-which they are subsequently recovered through the company accounts and transactions have been eliminated clauses.

in consolidation. AGI and AET account for their invest-ments using the equity method by recognizing their pro- Depreciation portionate share of the results ofoperations. The results of ACE provides for straight-line depreciation based on the operations of the nonutility companies are not significant estimated remaining life of transmission and distribution and are classified under Other Income in the Consolidated property, and based on the estimated average service life Statement of Income.

for all other depreciable property. The overall composite Regulation rate of depreciation was approximately 3. 7% in 1991 and

~e accounting policies and rates of ACE are subject to the 3.6% in 1990 and 1989. Accumulated depreciation is

~ations of the BRC and in certain respects to the Fed- charged with the cost of depreciable property retired to-eral Energy Regulatory Commission (FERC). All significant gether with removal costs less salvage and other recover-accounting policies and practices used in the determina- ies. Depreciable property of the nonutility companies is tion ofrates are also used for financial reporting purposes. not significant.

Atlantic Energy, Inc. and Subsidiaries

\OTES TO CO:\ SO LIDATE D Fl :\A:\C: IAL STATE ME :\TS ( rnn tin urd)

Nuclear Fuel Fuel costs associated with ACE's participation in jointly-owned nuclear generating stations, including spent nuclear fuel disposal costs, are charged to Energy Costs based on the units of thermal energy produced.

Unrecovered Purchased Power Costs ACE has agreements forthe purchase of125 megawatts (MW) of capacity and related energy from Pennsylvania Power and Light Company (PP&L) under two Capacity and Energy Sales Agreements. The agreements provided for Income Tax es the purchase of capacity and energy from PP&L' s Susque-hanna nuclear Unit 1 and Unit 2 through September 30, Deferred Federal and state income taxes are provided on 1991, and from certain PP&L coal-fired units through Sep-all significant current transactions for which the timing of tember 30, 2000. The base rates approved by the BRC to reporting differs for book and tax purposes. Investment recover the non-fuel costs of this arrangement are based tax credits from utility property, which are used to reduce on a levelization of the estimated non-fuel contract costs to current Federal income taxes, are deferred on the Consoli-be incurred over the 17-year period of the agreements.

dated Balance Sheet and recognized in book income over The estimated non-fuel contract costs of the nuclear por-the life of the related property. The Company and its sub-tion of the agreements are higher than the estimated non-sidiaries file a consolidated Federal income tax return.

fuel contract costs of the coal portion of the agreements.

Income taxes are allocated to each of the companies within During the nuclear portion of the agreements, the esti-the consolidated group based on the separate return mated non-fuel costs exceeded the levelized revenues. The method.

excess estimated non-fuel costs were deferred on the Con-Property Abandonments and Disallowances of Plant Costs solidated Balance Sheet as Unrecovered Purchased Power A loss is recognized ifthe carrying amounts of abandoned Costs. Related deferred Federal income taxes have been utility assets exceed the present value of future revenues to provided. Beginning with the coal portion of the agree-be generated by those assets. Any disallowance of the cost ments effective October 1, 1991 , the levelized rates are of a newly completed utility plant, including an indirect greater than the estimated non-fuel costs. This enables disallowance which provides no return on investment of ACE to amortize the deferred non-fuel costs over the re-any portion of the plant, is recognized as a loss. maining term of the agreements to Operations on the Con-

  • solidated Statement of Income. Differences between actual Property Abandonment Costs, stated at their net present non-fuel costs incurred and those estimated are subject to value in the Consolidated Balance Sheet, consist of ACE 's usual base rate recovery procedures.

investment in the following as of December 31, 1991:

Nuclear DecommiHioning Trust Remaining Net Present Unamortized Recovery ACE has established a trust to fund the future costs of de-Investment Value ($000) Cost ($000) Period (years) commissioning each of the five nuclear units in which it

........................................................ .............................................. currently has an ownership interest. The current annu-Offshore uclear alized funding amount, as authorized by the BRC, totals Generating Units $ 953 $1,525

$6.4 million and is provided for in rates charged to cus-Nuclear Generating tomers. The funding amount is based on estimates of the Unit 3,730 5,366 6 future cost of decommissioning each of the units, the dates Unrecovered that decommissioning activities would occur and the re-uclear Fuel turn to be earned by the assets of the fund. In its most re-Advances 1,914 3,213 9'1. cent base rate order, the BRC determined that the total Proposed Plant Site estimated cost to decommission ACE's share in nuclear Costs 1,905 2,519 411. units is $65 .5 million in 1987 dollars. That order further established that decommissioning activities would begin in 2006 and continue through 2032. Actual costs and timing The investment level fixed by the BRC for ratemaking pur-of decommissioning activities may vary from the current poses associated with the construction of the Hope Creek estimates. ACE will seek to adjust these estimates and the Generating Station is $217.4 million, of which $3.4 million level ofrates collected from customers in future BRC pro-has been excluded from rate base for purposes of comput-ceedings to reflect changes in decomissioning cost esti-ing a return on the investment.

mates and the expected levels ofinflation and interest to Since no return on these abandoned or excluded costs was be earned by the assets in the fund . Approximately $16 granted by the BRC, the excess of the carrying value of the million of the funds deposited into the trust are qualified

  • assets over their discounted present value was recognized for Federal income tax purposes. In May 1991, ACE de-as a loss at the date of abandonment. Such discount is posited approximately $9 million into the trust, represent-being restored to income by accretion over the amortiza- ing amounts collected from customers in prior years but tion period allowed for ratemaking. not funded. The fund balance in excess of deposits repre-

sen ts net earnings of the trust. At December 31, 1991, ACE cordance with FERC guidelines. Temporary investments had an accumulated liability for decommissioning costs of considered as cash equivalents for Consolidated Statement

$25 .5 million, which is included in Accumulated of Cash Flows purposes represent purchases of highly Depreciation. liquid debt instruments maturing in three months or less.

Other Working funds, which consist primarily of advances to jointly-owned stations, are excluded from cash. Certain Debt premium, discount and expenses of ACE are amor-prior year amounts have been reclassified to conform to tized over the life of the related debt. Costs associated with the current year reporting.

debt reacquired by refundings are amortized over the life of the newly issued debt as permitted by the BRC in ac-e NOTE 2. FEDERAL INCOME TAXES . ................................................................................................................................................... .

($000) For the Years Ended December 31

    • *******************************************************************************************************************************************llml******************IDlll************* *****llBll*******

The components of Federal income tax expense are as follows :

Current $ 24,202 $ 16,652 $ 9,711 Deferred 13,043 12,292 14,554 Investment Tax Credits Recognized on Leveraged Leases (500) (752) (1,000)

Total Federal Income Tax Expense 36,745 28,192 23,265 Less Amounts Included in Other Income 501 1,275 400

  • ederal Income Taxes Included in Operating Expenses eferred Federal income taxes result from the following:

Liberalized Depreciation Unrecovered Purchased Power Costs Deferred Energy Costs

$ 36,244

$ 10,558 3,477 (3,825)

$ 26,917

$ 11,156 5,845 (5,781)

$ 22,865

$ 9,564 5,104 (2,750)

Leveraged Leases 11,623 7,932 10,279 Deferred Investment Tax Credits (2,348) (2,349) (2,449)

Other-Net (6,442) (4,511) (5,194)

A reconciliation of the reported Federal income tax expense compared to the expected Federal income taxes computed by applying the statutory rate follows:

et Income $ 85,635 $ 68,879 $ 80,964 Preferred Stock Dividend Requirements of Subsidiary 16,411 10,799 8,765 Federal Income Tax Expense Book Income to Tax Statutory Federal Income Tax Rate 34% 34% 34%

Income Tax Computed at the Statutory Rate $ 47,189 $ 36,676 $ 38,418 Items for which deferred taxes are not provided:

Difference Between Tax and Book Depreciation 3,631 4,661 2,437 Investment Tax Credits (3,038) (3,277) (3,519)

Reversal of Excess Deferred Taxes (2,641) (5,678) (5 ,934)

. moval Costs (2,722) (2,245) (2,659) her-Net (5,674) (1,945) (5,4 78)

!,?,~~~-~e.~e.~~1 .1.~~?I?e. !.~~~~P.e.r.is.e. . . $ 36,745

$ 28,192 $ 23,265 Effective Federal Income Tax Rate 26%

................................................................................................................................................................................................................................ 26% 21%

~

Atlantic Energy, Inc. and Subsidiaries J\OTES TO CO'.\SOLIDATED Fl'.\A'.\CIAL STATEME'.\TS (<'ontinu<'d)

In 1991, 1990 and 198 9 the Company's computed Alter-native Minimum Tax (AMT), attributable to nonutility ing for Income Taxes" which was originally effective for years after 1989. Statement No. 96 changes the recording operations, exceeded its regular tax by $2.0 million, methodology relating to deferred income taxes to a liability

$9.4 million and $5.9 million, respectively. The cumulative approach. The principal impacts to the Company relate to AMT credit available at December 31, 1991 is $17.3 the recording, on a current basis, of changes in tax rates million. The AMT credit is available for an indefinite carry- and the recording of deferred tax liabilities not previously forward period against future Federal income tax payable, recorded by ACE. The FASB issued in June 1991 an expo-to the extent that the regular Federal income tax payable sure draft entitled "Accounting for Income Taxes" which, exceeds future AMT payable. if adopted, will supersede Statement No. 96. The impacts to the Company of the new proposal will be principally the At December 31, 1991, the cumulative amount of deferred same as those under Statement No. 96. In response to this Federal income taxes which have not been provided on exposure draft, Statement No. 108 was issued in Decem-timing differences, principally depreciation, amounted to ber 1991 to further delay the application of Statement No.

approximately $5 7.9 million.

96 until 1993. When implemented, the Company expects Federal income tax returns for 1983 and prior years have the impacts of the final standard, which is anticipated to been examined by the Internal Revenue Service (IRS) . be issued in the first quarter of 1992, to be lessened due to The IRS has proposed certain changes in taxes for 1980 rate regulation. In the opinion of management, the impacts through 1983, which will not have a significant effect on of the final provision are not expected to have a material the Company's results of operations or financial position. effect on results of operations or financial position.

In December 1987, the Financial Accounting Standards Board (FASB) issued Statement No. 96 entitled "Account-

  • e NOTE 3. RATE MATTERS OF ACE ********************************************************************************************************************************************************

Energy Clause Proceedings ACE's energy clauses are subject to annual review by level of capacity costs in excess of those recovered through the BRC. the base rate increase would have been deferred and re-covered through the energy clause over successive three-In September 1988, ACE filed petitions with the BRC seek-year periods commencing June 1991. ACE also agreed ing to continue its then existing energy clauses through that it would not, except under certain circumstances, 1989. The petitions requested deferral of a sufficient level further increase base rates before October 1992. The BRC of prior period underrecovered fuel costs to maintain the reopened the record in the 1988 proceeding to accept existing rates. In January 1989, ACE amended its petitions additional evidence as presented by the joint position.

to request a net increase in energy revenues of$9.3 mil-lion. Contained in these amended petitions was an alterna- In May 1990, the BRC rejected the joint position, ruling tive for energy clause rates to utilize a cost basis of 18 that the capacity costs associated with the PE purchase months rather than the usual 12 months. This alternative were reasonable, but only would be considered within a would produce a net increase of$4.5 million in annual formal base rate proceeding. However, ACE was granted energy clause revenues. The petitions also provided for a a provisional base rate increase of $41. 6 million effective reduction in revenue of $5 .3 million for the application June 1990. Capacity costs incurred under the PE agree-of the nuclear unit performance standard regarding 1988 ment, including those not covered by the provisional rates, nuclear operations. Earnings for 1988 had been reduced are charged to operating expenses as incurred. A motion by a provision of$4.6 million for such disallowance. to the pending base rate case proceeding, as discussed below under 'Base Rate Case Proceedings', was filed in In January 1990, ACE and other parties signed a joint November 1990 seeking BRC approval to defer the costs position designed to settle certain contested issues in the not covered by the provisional rates. In December 1990, proceeding. The joint position provided for an increase in the BRC denied ACE's motion.

annual base rate revenues of$41.6 million for ACE's four-year power purchase agreement of 200 MWs of capacity In March 1990, ACE filed proposed LEC tariffs with the and associated energy from Philadelphia Electric Com- BRC for the period June 1990 through May 1991, which pany (PE). Coincident with the base rate increase, energy reflected the terms of the joint position discussed above.

clause revenues were to be decreased by a like amount. A

  • As a result of the May 1990 BRC action, in June 1990 ACE amended its request to provide for a decrease in annual On June 24, 1991, an Administrative Law Judge (ALJ) is-sued an Initial Decision accepting a stipulation between LEC revenues of$26.2 million. This amendment included ACE and the parties in the base rate proceeding. The stip-a request to begin recovery over three years of certain ulation provided, among other things, for an increase in Salem Nuclear Generating Station costs deferred since base rates of $50 million based upon a test year ending 1984 amounting to $10.4 million, recovery of interest pay- May 31, 1991, with a net proforma rate base ofapproxi-ments previously made by ACE related to the deferred mately $1. 3 billion, an allowed overall rate of return of Salem replacement power costs and the nuclear perform- 10.52% and a return on common equity ofl2 .50%. In ad-ance standard and retention of a portion of fuel and energy dition, the parties agreed to confirm and make permanent savings associated with the PE power purchase agree- in base rates the $41.6 million provisional increase.

ment. In June 1990, the BRC approved an interim net de-On July 3, 1991, the BRC adopted the Initial Decision of crease in LEC revenues of$35.8 million effective June the ALJ and the stipulation of the parties and authorized 1990. This ruling was contingent upon subsequent resolu-an annual increase in base rate revenues of$50 million.

tion of the ratemaking treatment of the Salem deferred During the course of the proceeding, the ALJ ruled that a costs, certain interest calculations on overrecoveries and Phase II was appropriate for the determination of the reg-underrecoveries and ACE's proposal to retain a portion of ulatory treatment of consolidated Federal income tax ben-the fuel savings associated with the PE agreement. In Jan-efits derived from affiliated nonutility entities. In its July 3, uary 1991, an Initial Decision issued by an Administrative 1991 written Order, the BRC ordered that the issue of con-Law Judge (ALl) ruled against ACE's requested recovery of solidated taxes remain open and that ACE file a petition in the three contested issues remaining in the proceeding. In this matter no later than 60 days from the date of the BRC March 1991, ACE filed a petition requesting revisions of its Order. The stipulation also provides that ACE would not be Cs to reflect an increase of$30.6 million for the period prevented from requesting regulatory treatment in a Phase e 1, 1991 through May 31, 1992. On June 11, 1991, II or other proceeding of any obligations arising from BRC ordered a net increase in annual LEC revenues of changes in state law with respect to Gross Receipts and

$21.2 million, effective on that date. The June 1991 deci-Franchise Taxes (GR&FT) that were enacted on June 30, sion upheld the ALJ's decison and, as a result, ACE was 1991.

not permitted to begin recovery of the deferred Salem costs and associated interest payments previously made Under the new GR&FT law, beginning in 1992, ACE must by ACE. The June 1991 decision denied ACE's request to remit to the State, in a single payment, GR&FT on or be-retain a portion of the fuel and energy savings associated fore April 1. In addition, ACE will be required to remit an with the PE purchase. On January 10, 1992, ACE filed with additional year of tax within the two year period 1993-the BRC a request for rehearing and reconsideration of 1994 along with its regular tax payments for these years.

these issues. The additional payments for 1993 and 1994 will amount Base Rate Case Proceedings to between $46 and $50 million in each year. A deficiency in rates to recover these increased expenses would nega-In compliance with the May 1990 BRC provisional rate or-tively affect earnings in 1993 and 1994 when the obliga-der discussed under 'Energy Clause Proceedings', in Sep-tions for the payments arise.

tember 1990, ACE filed a petition with the BRC requesting an increase in base rate revenues of$112.989 million on On August 30, 1991, ACE filed for an increase in base rate an annual basis. Additionally in this filing, ACE requested revenues of$25 .8 million primarily to recover the in-that the $41.6 million provisional base rate revenue in- creased costs relating to the changes in the GR&FT law.

crease granted by the BRC effective June 1990, as dis- Such amount would recover the additional payments to be cussed in 'Energy Clause Proceedings', be confirmed and made in 1993 and 1994 over a five-year period commenc-continued in permanent rates. Also, ACE requested recov- ing in April 1992 with a return on the unrecovered portion ery of the first year costs of the PE agreement not covered of the additional tax. With respect to consolidated Federal by the provisional increase, plus full recovery of the costs income tax benefits, in its petition and supporting testi-for the remaining three years of the agreement. In its mony, ACE has asserted that no changes in customer rates g, ACE sought to increase its net rate base by an addi- should be made on the basis that tax benefits are gener-al $400 million to $1.4 billion and requested an overall ated by nonutility affiliates. The Company allocates Fed-e of return of 11.13% and a return on common equity of eral income taxes using the stand alone method. Hearings 13.7%. At that time, ACE had an authorized overall return are underway and a decision by the BRC is expected in the of 11. 42% and a return on common equity of 14 .1 %. second quarter of 1992. ACE cannot predict the outcome.

Allanlic Energy, Inc. and Subsidiaries NOTES TO CO'.\SOLI DATED Fl '.\:ANCIAL STATEMENTS (eon tin uPd)

Other Rate Proceedings by revenue credits given to customers amounting to $3 .8 ACE is a 7.51 "lo owner of the Peach Bottom Atomic Power million for the nonoperation of Unit 3 during the period Station, which is operated by PE. Proceedings were initi-July 1989 to December 1989.

ated before the BRC to determine the appropriate rate-making treatment associated with the station while it was PE received approval from the NRC in April 1989 to restart out of operation under a Nuclear Regulatory Commission Peach Bottom Unit 2. In July 1989, the unit was consid-(NRC) order effective March 1987. In March 1989, the BRC ered returned to commercial operation in accordance with approved a stipulation which resolved rate treatment for the provisions of the stipulation. In October 1989, the NRC Peach Bottom for 1989. This stipulation provided for an in- lifted its March 1987 shutdown order permitting PE to itial revenue credit to ACE's customers of$5. 7 million that operate both units under normal NRC regulations and was applied in April 1989 and covered 12 unit-months of review. In January 1990, Unit 3 was considered returned nonoperation. Earnings for 1989 were further impacted to commercial operation under the stipulation.

e NOTE 4. RETIREMENT BENEFITS . ..................................................................................................................................................... .

ACE has a noncontributory defined benefit retirement plan A reconciliation of the funded status of the plan as of covering substantially all its employees and those of Deep- December 31, 1991and1990 is as follows:

water Operating Company. Benefits are based on an em-ployee's years of service and average final pay. The plan's ($000) 1991 1990 policy is to fund pension costs within the guidelines of the Fair value of plan assets $204,000 $189,000 minimum required by the Employee Retirement Income Security Act, and the maximum allowable as a tax deduc- P.r.()J~~~~ct. b~i:ie.~t ()l:Jlig'1.ti()I1 . ....... ~~---.."11 ~ ~ 204 ,314 tion. Pension costs for 1991 , 1990 and 1989 were $8.0 Plan assets under projected benefit obligation (4,416) (15,314) .

million, $7 .2 million and $6.8 million, respectively. Ap-proximately 67% of these costs were charged to operating Unrecognized net transitional expense and the remainder, which is associated with con- asset (2,238) (2,410) struction labor, was charged to the cost of new utility plant. ~I1r.e.~()gi:ii~e.~Ile~l()5.S ... 7,578 19,178 Each company whose employees are covered under the P.r.epc:ti~J>~I1S~()I1 . ~()5.t ... $ 924 $ 1,454 plan is allocated their participative share of plan costs and Accumulated benefit obligation:

contributions. Vested benefits $158,473 Net pension costs for 1991, 1990 and 1989 included the following components: ............................................................ ............ ~ .1 .~~.* 1~ ...

($000) 1991 1990 1989 At December 31, 1991approximately64% of plan assets

                                                                                                                                                                                                              • were invested in equity securities, 22% in fixed income Service cost- benefits securities and 14% in other investments.

earned during the The assumed rates used in determining the actuarial peri()d. ..................................~ ~*~~ $ 6,843 $ 6,094 present value of the projected benefit obligation at year Interest cost on end were as follows :

projected benefit 16,179 14,294 1991 1990

()~~g(l~i()I1 .. ********* 1~.~1~ ..

Actual return on plan Weighted average discount 8.50% 8.50%

assets (22,188) 3,060 (34,648)

Anticipated rate of increase in P.~r.e.r.r.e.~ gc:til19()5.~) . ~.~1 ~ .. (18,755) 21,249 6.00%

,,,,,.C,?,~.P,~!;.5.c:tt.i()!1.... 6.00%

Expected return on plc:ti:i.<l~s.e.ts. . (14,977) (15,695) (13,399) The assumed long term rate ofreturn on plan assets was Amortization of 8.00%for 1991, 1990and1989.

unrecognized net In addition to pension benefits, ACE provides certain transitional asset (172) (172) health care and life insurance benefits for its retired em-Net periodic pension ployees and those of Deepwater. Substantially all employ-costs $ .. ~.*~?.~... $ 7,155 $ 6,817 ees may become eligible for these benefits if they reach

retirement age while working for the companies. Benefits In December 1990, the FASB issued Statement of Finan-are provided through insurance companies and other plan cial Accounting Standards No. 106 entitled "Employers' providers whose premiums and related plan costs are Accounting for Postretirement Benefits Other Than Pen-based on the benefits paid during the year. ACE has a tax sions." This statement requires employers to record an qualified trust to fund these other postretirement benefits. obligation for unfunded accumulated other postretirement Funding on behalf of active employees is based on the ag- benefits immediately or, alternatively, on a delayed basis gregate cost method over their service lives and is equiva- over the plan participants' future service periods, or 20 lent to normal cost. For current retirees, funding is based years iflonger, and to record on the accrual basis the an-on current actual experience and amortization of expected nual cost of benefits earned. The accounting and reporting benefits over the remaining life expectancy of the retiree requirements of this statement are effective in 1993. An group. The actuarial present value of accumulated other actuarial study, conducted in accordance with the require-postretirement benefits under the plan was $68.6 million ments of the FASB statement, on ACE's other postretire-and $45 .2 million atJanuary 1, 1991and1990, respec- ment benefits plans existing at January 1, 1991 projects tively, exclusive of the effects of new accounting standards that the annual cost of these benefits could increase discussed below. The cost of these benefits was $4.9 mil- approximately $7 million to $10 million and result in lion for 1991, $3.5 million in 1990 and $3.4 million in an unfunded accumulated other postretirement benefit 1989. The net asset value of the trust fund was approxi- obligation of approximately $90 million to $100 million at mately $11 .0 million at December 31, 1991 and $8. 7 December 31 , 1992. ACE cannot predict what regulatory million at December 31, 1990. treatment, if any, would be afforded these costs.

e NOTE 5. JOINTLY-OWNED GENERATING STATIONS*********************************************************************************************************************

ACE participates with other utilities in the construction The amounts shown represent ACE 's share of each plant

  • d operation of several electric production facilities. at December 31, including AFDC as appropriate .

Peach Hope Keystone Conemaugh Bottom Salem Creek Energy Source Coal Coal Nuclear Nuclear Nuclear Company's Share(%) 2.47 3.83 7.51 7.41 5.00 Electric Plant in Service ($000):

1991 9,893 15,825 118,050 186,920 233,985 1990 9,507 15,435 112,902 182,316 230,677 Accumulated Depreciation ($000):

1991 2,956 5,507 45,305 68,407 33,743 1990 2,833 5,165 42,300 62 ,828 26,691 Construction Work in Progress ($000):

1991 449 1,383 5,046 10,238 2,060 1990 381 436 5,089 5,109 1,863 Operation and Maintenance Expenses (including fuel) ($000):

1991 5,398 10,061 28,651 23,720 9,640 1990 4,855 8,358 27,340 19,154 8,458 1989 4,768 7,740 25,871 19,851 8,772 Generation (MWH):

1991 285,506 463,113 758,637 1,068,307 368,900 1990 276,080 448,978 1,062,569 837,486 404,084

.,~,,, .. 292,627 433,660 302 ,310 1,035,718 329,426 ACE provides financing during the construction period for of direct operations and maintenance expenses in the its share of the jointly-owned plants and includes its share Consolidated Statement of Income.

Atlanlic Energy, Inc. and Subsidiaries

\OTES TO C:O\SOLIDATED Fl\A\C:IAL STATE'.\1E\TS (continurd) e NOTE 6. NONUTILITY COMPANIES . .................................................................................................................................................. ..

Assets of AGI at December 31, 1991 and 1990 of approxi- mately $15 million. The combined results of operations of mately $5 million and $8 million, respectively, primarily these companies for 1991 , 1990 and 1989 were losses of represent equity investments in and loans to cogeneration $4.9 million, $275 thousand and $1.9 million, respec-project partnerships. AET's assets of approximately $2 tively, net of income tax benefits of$1.8 million, $231 million at December 31, 1991 are primarily associated thousand and $738 thousand, respectively. The increased with an equity investment in a geothermal heating and losses recognized in 1991 are primarily attributable to cooling company. Assets of ATE primarily are investments AGI's investment in a cogeneration project development in leveraged leases which amount to approximately $75 and management partnership which reduced the carrying million at December 31 , 1991and1990. Assets of ASP value of several of its small Oess than 1 MW) projects to net consist primarily of a commercial real estate site with a realizable value in anticipation of the sale of these projects.

book cost at December 31, 1991and1990 of approxi-e NOTE 7. CUMUIATIVE PREFERRED STOCK OF ACE . ................................................................................................................... .

ACE has authorized 799,979 shares of Cumulative Pre- No Par Value. Information relating to outstanding shares ferred Stock, $100 Par Value, two million shares of No Par at December 31 is shown in the table below.

Preferred Stock and three million shares of Preference Stock, 1991 1990 Current Optional Series Par Value Shares Amount ($000) Shares Amount ($000) Redemption Price Not Subject to Mandatory Redemption:

s 4% $100 77,000 7,700 77,000 $ 7,700 $105.50 4.10% 100 72,000 7,200 72,000 7,200 101.00 4.35% 100 15,000 1,500 15,000 1,500 101.00 4.35% 100 36,000 3,600 36,000 3,600 101.00 4.75% 100 50,000 5,000 50,000 5,000 101.00 5% 100 50,000 5,000 50,000 5,000 100.00 7.52% 100 100,000 10,000 100,000 10,000 103.01 Total s 40,000 $ 40,000 Subject to Mandatory Redemption:

9.96% $100 56,000 s 5,600 64,000 $ 6,400 $103.90

$8 .25 None 67,500 6,750 70,000 7,000 105.29

$8.53 None 600,000 60,000 600,000 60,000 105.22

$8.20 one 500,000 50,000 500,000 50,000

$7.80 None 700,000 70,000 Total 192,350 123,400

~~~.~ . P?r.J:i?r.t.?11.~. ~i~~~X:..?.r.1~.. ~~a.r. . . . .. 1,050 1,050 Total

.................................................................................... ,,::::1:::::

$191,300

$122,350 Cumulative Preferred Stock Not Subject to Mandatory operation of a sinking fund at a redemption price of $100 Redemption is redeemable solely at the option of ACE. per share. ACE may redeem not more than an additional 2,500 shares on any sinking fund date without premium.

On August 1 of each year, 8,000 shares of the 9.96% Cu-ACE redeemed 2,500 shares in each of the years 1991, mulative Preferred Stock must be redeemed through the 1990 and 1989.

operation of a sinking fund at a redemption price of $100 per share. ACE redeemed 8,000 shares in each of the Beginning November 1, 1994 and annually thereafter,

  • years 1991, 1990and1989. 120,000 shares of the $8 .53 No Par Preferred Stock must be redeemed through the operation of a sinking fund at On November 1 of each year, 2,500 shares of the $8.25 a redemption price of$100 per share. At the option of No Par Preferred Stock must be redeemed through the

ACE, not more than an additional 120,000 shares may be lion. Annual sinking fund requirements at a redemption redeemed on any sinking fund date without premium. price of$100 per share are 115,000 shares in the years Refunding of this series is restricted prior to November 2001through2005, and 125,000 shares in 2006. ACE has 1993. the option to redeem up to an additional 115,000 shares on each May 1 of these years at $100 per share. Other eginning August 1, 1996 and annually thereafter, than in connection with the sinking fund, this series is not 100,000 shares of the $8.20 No Par Preferred Stock must redeemable prior to May 1, 2006.

be redeemed through the operation of a sinking fund at a redemption price of $100 per share. At the option of ACE, The annual minimum sinking fund provisions of the Cu-not more than an additional 100,000 shares may be re- mulative Preferred Stock Subject to Mandatory Redemp-deemed on any sinking fund date without premium. Other tion aggregate $1.05 million in each of the years 1992 and than in connection with the sinking fund, this series is not 1993, $13.05 million in each of the years 1994and1995 redeemable prior to August 1, 2000. and $23.05 million in 1996.

In May 1991, ACE issued and sold 700,000 shares of

$7.80 No Par Preferred Stock, with proceeds of$69.7 mil-e NOTE 8. LONG TERM DEBT ...........................................................................,.......................................................................................

Maturity Series Date December 31

                                                                                                                              • **************************************************************************************** IIIIl************************************llllDI*******

($000)

Long term debt of ACE consists of the following:

First Mortgage Bonds:

4%% March 1, 1991 $ $ 10,000 4 1/z'Yo July 1, 1992 10,350 10,350 4%% March 1, 1993 9,540 9,540 51/: /o 0 February 1, 1996 9,980 9,980 November 1, 1996 95,000 95 ,000

  • 8% September 1, 2000 19,000 19,000 8% May 1, 2001 27,000 27,000

?1/2% April 1, 2002 20,000 20,000 7%% June 1, 2003 29,976 29,976 7%% Pollution Control January 1, 2005 6,500 6,500 6%% Pollution Control December 1, 2006 2,500 2,500 11 %% Pollution Control Series A May 1, 2011 39,000 10 1/ 2°/o Pollution Control Series B July 15, 2012 850 850 7%% Pollution Control Series A April 15, 2014 18,200 18,200 10%% Pollution Control Series C July 15, 2014 23,150 23,150 87/8% May 1, 2016 125,000 125,000 8%% Pollution Control Series A July 15, 2017 4,400 4,400 9%% October 1, 2019 135,000 135,000 6.80% Pollution Control Series A March 1, 2021 38,865 Total 575,311 585,446 Debentures:

2,267 4,886 4,886 Unamortized Premium and Discount-Net (4,300) (4,755)

                • ~ii~~gT~~o~bt . ~iA.CE **************************** * *******

575,897 585,577

?lY.i?.~.qr.~~~t .~1.1?. !.~r.!1-1 ~?~1.1 ?f. ~!~ . . June 1, 1992 39,100 38,900

~~~.~ .P?~~?.1.1.?.~~ .~~~~. ?.1.1~.. Y~~r. . . 48,900 Total Term Debt

Atlantic t:nergy, Inc. and Subsidiaries

\OTES TO C:O'.\SOLIDATED Fl'.\A'.\C:IAL STATEME'.\TS (continu<'d)

In March 1991 , ACE issued $38.865 million of First Mort- Additional sinking fund requirements are as follows:

gage Bonds, 6.80% Pollution Control Series A of 1991 Due Annual 2021. ACE redeemed in May 1991 $39.0 million of First Series Beginning Date Sinking Fund Mortgage Bonds, 11 %% Pollution Control Series A of 1981 *******************************************************************************************************

Due 2011 at a price of 103% of principal. The aggregate 6%% Pollution Control cost of this reacquisition was $1.5 million, net of related Series Due 2006 December 1, 1997 $ 75 ,000 income taxes. 7%% Pollution Control Series Due 2005 January 1, 2000 500,000 Sinkingfund deposits are required for retirement of the 5 1/ 4 % Debentures on February 1 annually through 1995 ATE has a revolving credit and term loan agreement which and for the 71/4% Debentures on May 1 annually through provides for borrowings ofup to $70 million during suc-1997 in amounts in each case sufficient to redeem cessive revolving credit and term loan periods. In accord-

$100,000 principal amount. ACE may, at its option, ance with provisions of the agreement, the expiration of redeem an additional $100,000 annually in each case. the revolving credit period was extended from May 31, Through December 31, 1991, ACE acquired and cancelled 1991 to June 1, 199 2. Interest rates on borrowings are

$633,000 and $481,000 principal amount of the 5 1/ 4 % and determined with reference to periodic pricing options 7 1/ 4 % Debentures, respectively, to satisfy its requirements available under the facility. Interest rates on borrowings for 199 2 and subsequent years. Certain series of First outstanding in 1991 ranged from approximately 5.5%

Mortgage Bonds contain provisions for deposits of cash to 8.6%.

or certification ofbondable property currently amounting to $400,000, which ACE has elected to satisfy through The aggregate amount of debt maturities, in addition to property additions. sinking fund requirements, of all long term debt outstand-ing at December 31, 1991 are $49.45 million in 1992,

$9 .54 million in 1993 and $107.25 million in 1996. No outstanding long term debt matures in 1994 and 1995.

e NOTE 9. SHORT TERM DEBT . .............................................................................................................................................................. .

As of December 31, 1991 , ACE had available for use bank Short term debt outstanding at December 31, 1991 and lines of credit of$130 million. ACE is charged commitment 1990 consisted of commercial paper of$20.60 million and fees, which were not significant, for these available credit $43.95 million, respectively. No short term debt was out-lines. As of December 31 , 1991, the Company had no com- standing at December 31, 1989. Additional information pensating balance requirements. regarding short term debt follows:

($000)

                                                                                                                                                                                                                                                  • l m l***********************ll1Jlll***********************llml-*****************

For the year ended:

Maximum amount of total short term debt at any month end:

Commercial Paper $82,700 $46,850 $76,550 Notes Payable to Banks $10,000 Average amounts of short term debt (based on daily outstand-ing balances):

Commercial Paper $26,802 $16,979 $50,015 Notes Payable to Banks Weighted daily average interest rates on short term debt:

Commercial Paper Notes to Banks 6.6% 8.1 %

$ 3,351 9.4%

e NOTE 10. COMMITMENTS AND CONTINGENCIES ......................................................................................................................... .

Construction Program purchase amounted to $22.6 million and $13.7 million in E's cash construction expenditures for 1992 are esti- each of those years. ACE is committed to minimum capac-ated to be approximately $160 million. Current commit- ity charges of$52 million, $56 million and $24 million, ments for the construction of major production and for the years 1992, 1993 and 1994, respectively. The transmission facilities approximate $117 million, of which minimum costs are subject to annual adjustments it is estimated approximately $39 million will be expended under certain conditions.

in 1992. These amounts exclude AFDC and customer ACE has arrangements with certain other electric utilities contributions. for the purchase of short term generating capacity, energy Insurance Programs and transmission capacity on an as-needed basis, which ACE is a member of certain insurance programs which are utilized to the extent they are economic and available.

provide coverage for decontamination and property dam- ACE is a member of the Pennsylvania-New Jersey-Mary-age to members' nuclear generating plants. Facilities at land Interconnection (PJM), an integrated power pool that the Peach Bottom, Salem and Hope Creek Stations are is connected with other utilities for the interchange of en-insured against property damage losses up to $2 .45 billion ergy on an as-needed and as-available basis. ACE is re-per site under these programs. quired to plan for reserve capacity based on aggregate In addition, ACE is a member of an insurance program PJM requirements allocated to member companies. ACE which provides coverage for the cost ofreplacement has satisfied its current reserve requirements. ACE also power during prolonged outages of nuclear units caused has an interchange agreement with the City of Vineland, by certain specific conditions. Under the property and re- New Jersey, which operates a municipal utility located in placement power insurance programs, ACE could be as- ACE's service territory. The cost of purchases incurred sessed retrospective premiums in the event the insurers' through interchange agreements are reported as Energy losses exceed their reserves. As of December 31, 1991, the Costs on the Consolidated Statement of Income and totaled maximum amount of retrospective premiums ACE could $11.3 million, $28.5 million and $30.8 million in 1991, be assessed for losses during the current policy year was 1990 and 1989, respectively.

$4.56 million under these programs. NONUTILITY e Price-Anderson provisions of the Atomic Energy Act Additional sources of energy and capacity for use by ACE 1954, as amended by the Price-Anderson Amendments are expected to be made available from nonutility sources,

  • principally cogenerators. ACE has currently contracted, Act of 1988, govern liability and indemnification for nuclear incidents. All nuclear facilities could be assessed, and received BRC approval, to purchase a total of 569 after exhaustion of private insurance, up to $66.15 million MWs of energy and capacity from nonutility sources. One each, payable at $10 million per year, per reactor and per project, a 75-MW facility, became operational in Septem-incident. Based on its ownership share ofnuclear facilities , ber 1991. During 1991, the unit performed at less than ACE could be assessed up to $23.05 million per incident. expected output. Another project will provide 106 MWs This amount would be payable at $3.48 million per year, and is scheduled for completion in early 1992. The re-per incident. maining two projects, providing 388 MWs, are expected to be in operation by 1995. Based on the terms and condi-Energy and Capacity Arrangements tions of the existing agreements, ACE is obligated to con-UTILITY struct transmission facilities related to these projects. The ACE has an arrangement to purchase 125 MWs of capac- cost of the transmission facilities is to be shared by ACE ity and energy from PP&L through September 30, 2000. and the nonutility producers, with ACE 's portion of the Costs of the contract, exclusive of energy, are charged to cost approximating $18 million. Certain specified mini-Operations and totaled $28. 7 million, $25.8 million and mum amounts of energy and capacity are to be purchased

$29.9 million in 1991, 1990 and 1989, respectively. The annually, subject to adjustment for actual performance cost of energy associated with the purchase amounted to levels achieved by these facilities. Purchases of energy and

$8 .6 million, $6.7 million and $6.5 million in each of those capacity in 1991 from the one operating facility amounted years. Estimated costs, exclusive of energy and recovery of to $4.3 million.

deferred ainounts, are expected to be $10 million, $10 mil- Envlronmental MaHers lion, $11 million, $12 million and $12 million in the years The provisions of the Clean Air Act Amendments of 1990 1992-1996 respectively, and aggregate $56 million (CAAA) will require, among other things, phased reduc-thereafter.

tions of sulfur dioxide (S0 2) emissions by 10 million tons has an arrangement to purchase 200 MWs of capac- per year, and a limit on S0 2 emissions nationwide by the nd energy from PE through May 31, 1994. Costs of the year 2000, and reductions in emissions of nitrogen oxides

  • tract, exclusive of energy, are charged to Operations (NOJ by approximately 2 million tons per year. ACE's and totaled $48.2 million and $27.5 million, respectively, wholly-owned B.L. England Units 1 and 2 and its jointly-in 1991 and 1990. The cost of energy associated with the owned Conemaugh Station are affected during Phase I

Atlantic Energy, Inc. and Subsidiaries MlllJ.. lllilf4111111Qllilld\iill4.ilill11MJ...ii.iliiiii!ii!IM (1995) and all of ACE's other fossil-fuel steam generat- In 1990, the New Jersey Department of Environmental

  • ing units are affected by Phase II (2000) of the CAAA. ACE Protection and Energy issued to Public Service Electric and currently plans to install flue gas desulfurization equip- Gas Company (PS) a revised Draft Permit for surface water ment (scrubber) on B.L. England Unit 2 costing approxi- discharges for Salem Station. PS is the operator of the sta-mately $75 million. By scrubbing B.L. England Unit 2, tion, in which ACE has a 7. 41 % ownership interest. The Phase I S0 2 emission requirements are met for both units. Draft Permit contained more stringent terms and condi-Construction is expected to commence in late 199 2 and be tions, and, if adopted as proposed, could require the im-completed in late 1994. The Conemaugh owners have mediate shutdown of the two generating units for up to a elected to install scrubbers on Conemaugh Units 1and2, four-year period pending the construction of cooling tow-with ACE's 3.83% share of the total cost estimated to be ers. Public hearings on the Draft Permit have been held

$14 million. Construction for Conemaugh Unit 1 is to be and PS has filed written comments and demonstrations, completed in 1994, and for Conemaugh Unit 2 in 1995. which PS believes support its position that cooling towers The jointly-owned Keystone Station is impacted by the S0 2 are not required. PS estimates that if construction of cool-and NO, provisions of Title IV of the CAAA during Phase II, ing towers is necessary, under the most adverse scenario and the Keystone owners are studying various methods of the costs to construct mechanical draft cooling towers are compliance. ACE plans to seek recovery through rates of estimated to be $627 million (in 1990 dollars), of which costs associated with CAAA compliance, which ACE cur- ACE's share would be 7.41 %. Replacement power costs rently estimates would increase revenue requirements by during such four-year outage would amount to approxi-approximately 2% based on 1991 revenues. This increase mately $25 million per year for ACE. In addition, a perma-may be offset, in part, by utilization of certain allowances nent derating of 5% of the station capacity would also as permitted by the Act, the value of which is not presently occur. PS plans to vigorously defend its position.

determinable. In addition, certain power purchase arrange- PS advised ACE that an equipment failure in the non-ments will be affected by the CAAA, in amounts that are nuclear portion of the plant caused severe damage to not presently determinable. Salem Unit 2 resulting in that unit's shutd.o wn in Novem-Federal and state legislation authorize various govern- ber 1991 with no release ofradiation. PS expects that af-

  • mental authorities to issue orders compelling responsible fected equipment repairs and/or replacements could cost parties to take cleanup action at sites determined to pres- between $65 million and $75 million, of which substan-ent danger from releases of hazardous substances. The tially all of ACE's share is expected to be covered by prop-various statutes impose joint and several liability without erty insurance. PS also advises that the unit may return to regard to fault for certain investigative and cleanup costs service during the second quarter of 199 2. This outage will for all responsible parties. ACE has received notification cause ACE to incur replacement energy costs approximat-with respect to certain sites as an alleged responsible party ing $1 million a month. Replacement energy cost insur-for cleanup and remedial action. Such costs are not ex- ance in effect for ACE is believed to be sufficient to cover pected to be material. the replacement costs incurred. The insurance is subject to an initial 21-week policy deductible period.

Public concern regarding the possible health effects due to electric and magnetic fields (EMF) is an emerging na- ACE did not incur a nuclear unit performance standard tional health issue, with some states setting limits on EMF. penalty in 1991. ACE estimates that a return to service of The outcome of EMF study and/or regulations and public Unit 2 after May 1992 could result in a penalty for 1992.

concerns regarding EMF could affectACE 's design and The amount ofreplacement energy costs that could be location of future electric power lines and facilities and subject to penalty would be based on the length of time the costs thereof. Such effects, if any, are not presently that the unit is out of service, and the actual operating per-determinable. formance of ACE 's other jointly-owned nuclear units, as well as the unit costs of fuel and replacement energy in-Other curred by ACE. At the present time, it is not possible to de-ACE is subject to a performance standard for all of its termine exactly when Salem Unit 2 will return to service, jointly-owned nuclear units. This standard is used by the or the full effect of such outage on ACE except that such BRC in determining recovery of replacement energy costs. effect is not expected to have a materially adverse impact The standard establishes a target aggregate capacity fac- on financial results.

tor within a zone of reasonable performance to be achieved by the units. Performance outside of the zone In connection with the extended outage of the Peach results in penalties or rewards. Any penalties incurred Bottom Station under the 1987 NRC order, ACE filed suit .

would not be permitted to be recovered from customers along with another co-owner of the station against PE.

and would be charged against income. For 1991, the per- ACE is seeking compensatory and punitive damages re-formance of ACE's nuclear units was within the zone of sulting from the outage of the station, including the costs reasonable performance. incurred for replacement energy necessitated by the out-

age. The first stage of the trial in litigation has been tenta- AGI, through its subsidiaries, has partnership interests

  • vely scheduled to begin in May 1992. ACE is unable to in common with affiliates of Columbia Gas System, Inc.

~di~t the outcome of this litigation or its effect at (Columbia) in certain cogeneration projects. In 1991, Colum-is time. bia filed for bankruptcy protection under Chapter 11 of the Federal Bankruptcy Code which temporarily impacted the

  • The BRC has deferred consideration in rate proceedings construction fmancing for two projects. Agreements have since 1985 ofreplacement power costs of$10.4 million been reached with each of the project lenders in order to stemming from certain nuclear outages that occurred in continue construction financing and timely completion of 1984 at Salem Station. ACE has continued to defer these the projects. Under the respective lending agreements, costs pending regulatory resolution of this matter. ACE subsidiaries of AGI are committed to provide equity capital cannot predict when this matter will be ultimately decided totaling $8 million. Additional amounts up to $6 million or the outcome. In the opinion of management, the out-may be required.

come thereof would not materially affect financial results.

e NOTE 11. LEASES *************************************************************************************************************************************************************************************

ACE leases various types of property and equipment for erating stations from Pearl Fuel Corporation. The asset use in its operations. Certain of these lease agreements are and related obligation for the leased fuel are reduced as capital leases consisting of the following at December 31: the fuel is burned, and are increased as additional fuel purchases are made. No commitments for future pay-($000) 1991 1990 ments beyond satisfaction of the outstanding obligation

                                                                                                                                                                                                              • exist. Operating expenses for 1991, 1990 and 1989 include Production plant $13,521 $13,521 6,622 leased nuclear fuel costs of approximately $14. 7 million, Less accumulated amortization 7,308

$15.4 million and $8.6 million, respectively, and rentals Net 6,213 6,899 and lease payments for all other capital and operating Nuclear Fuel 46,880 51,072 leases of$4.5 million, $4.2 million and $4.5 million,

~~~~~~. p~()P.{)i:.o/ = .n.:et ... $53,093 $57,971 respectively. Future minimum rental payments for all noncancellable lease agreements are not significant to E has a contractual obligation to purchase nuclear fuel ACE's operations.

  • the Salem, Hope Creek and Peach Bottom nuclear gen-e NOTE 12. QUARTERLY FINANCIAL RESULTS (UNAUDITED) ******************************************************************************************************

Quarterly fmancial data, reflecting all adjustments neces-sary in the opinion of the Company for a fair presentation of such amounts, are as follows :

Operating Operating Net Earnings Quarter Revenues Income Income Per Share 1991 ($000) ($000) ($000) hi $170,918 $ 22,735 $ 8,519 $ .37 2nd 175,711 25,379 10,667 .44 3rd 250,363 69,597 54,786 2.17 4th 180,978 27, 144 11,664 .46 Annual $777,970 $144,856 $85,635 $3.49 1990 1st $166,738 $ 28,247 $15,114 $ .67 2nd 165,132 25,407 12,111 .53 3rd 218,885 53,237 38,310 1.68 4th 166,024 17,670 3,344 .15

- Annual $716,779 $124,562 $68,879 $3 .02

~dividual quarters may not add to the total due to round- The revenues of ACE are subject to seasonal fluctuations ing, as well as the effect on earnings per share of increas- due to increased sales and higher residential rates during ing average number of common shares outstanding. the summer months.

Atlan tic Energy, Inc. and Subsidiaries

'\1A\AGE\1E\T'S n1su;ss10\ .\\D .\ \ ,\LYSIS iliilrifilQMllJiliiillNijilijJili!LilliiliQl!liillJW Atlantic Energy, Inc. (the Company) is the parent of a con- Financial Results solidated group consisting of the following wholly-owned Consolidated operating revenues for the twelve months subsidiaries: Atlantic City Electric Company (ACE), Atlan- endedDecember31 , 1991, 1990and 1989were$778.0 tic Generation, Inc. (AGO, Atlantic Energy Technology, Inc. million, $716.8 million and $705 .0 million, respectively.

(AET), ATE Investment, Inc. (ATE) and Atlantic Southern The increases in 1991and1990 revenues reflect increased Properties, Inc. (ASP). ACE, the primary subsidiary, is an sales of energy and the effect of net rate increases in each electric utility regulated by the New Jersey Board of Regu- of these years.

latory Commissioners (BRC; formerly Board of Public Utili-ties). ACE has a wholly-owned subsidiary that operates Consolidated earnings per share for 1991 were $3.49 on certain generating facilities. AGI is engaged in the develop- net income of$85 .6 million, compared with $3.02 on net ment of cogeneration and alternate energy projects income of$68.9 million in 1990 and $3.74 on net income through various partnership arrangements. AET was of$81.0 million in 1989. Net income increased in 1991 established in 1991 to invest in companies with energy- primarily due to increased operating revenues offset, in related products and technologies. ATE's current business part, by the full year costs associated with the purchase activities include providing financing and fund manage- of capacity from Philadelphia Electric Company (PE), and ment to affiliates and managing its existing portfolio of in- increased Federal income taxes and Preferred Stock divi-vestments. ASP owns, develops and manages commercial dend requirements. The decrease in net income in 1990 real estate property. reflects higher operating expenses, primarily the purchase of capacity from PE, without corresponding rate relief, and The Company's business plan has been and will continue increased taxes and interest expense. Earnings in 1989 to be concentrated on the operations of ACE. Approxi- were impacted by regulatory actions relating to the shut-mately 95% of consolidated assets belong to the utility. down of the Peach Bottom Atomic Power Station. The per With respect to the nonutility businesses, the Company share effect of those actions amounted to reductions of intends to continue to follow a conservative and modest $.30 in 1989.

strategy: Investments will be made only in activities that utilize existing management skills and resources, provide Nonutility subsidiary operations for 1991, 1990 and 1989 acceptable returns in relation to the level of risk and are resulted in losses amounting to $4.9 million, $275 thou-functionally related to the utility business. The Company sand and $1.9 million, net of income tax benefits, or $ .20, reviews and modifies the business plans and operations $.01 and $.09 per share, respectively. The increased losses of the nonutility companies as necessary to reflect changes recognized in 1991 are attributable to AGI which lost $.16 in consolidated tax position, economic conditions in the per share. About $.15 of that was the result of provisions service territory and operating results. As a result, that resulted from a write down by AGI's cogeneration management expects to direct resources to AGI and AET project management development partnership which re-

  • and make investments in activities functionally related to duced the carrying value of several small Oess than 1 MW) the utility business. ATE and ASP will continue to manage projects to their net realizable value in anticipation of the their existing investments. sale of those projects. During 1991, AGI continued to ex-

perience development and administrative costs associated redemption of Preferred Stock. Current investing activities with the construction oflarge (greater than 50 MWs) cogen- of the nonutility subsidiaries are primarily for the develop-eration facilities. Two such facilities currently under con- ment ofnonutility power generation projects and energy-struction are scheduled to be placed in service in 1992 and related technologies.

are expected to make a contribution to consolidated earn-To facilitate the activities and operations of the subsidi-ings. AET lost $.04 per share due to restructuring and aries, separate credit support agreements exist between start-up costs associated with its investment. AET is ex-the Company and ATE, ASP and AET. In addition, agree-pected to continue recording modest losses in 1992. ATE ments between the Company and each of its subsidiaries contributed $.02 per share from its investments in lever-provide for allocation of tax liabilities and benefits gener-aged leases and from reduced interest expenses. ASP lost ated by the respective subsidiaries.

$.02 per share in 1991 as a result of vacancies at its com-mercial office and warehouse property. In 1991, 1990and 1989, theCompanyrecorded$74.1 million, $67.1 million and $62.4 million, respectively, in In June 1991, the quarterly dividend on Common Stock dividends from ACE . Other sources of funds available to was increased by $.01 to $.75 per share, or an annual rate the Company, which include the issuance of Common of$3.00 per share. This is the 39th consecutive year in Equity through public offerings, optional cash purchases which cash dividends paid were increased. Information under the Dividend Reinvestment and Stock Purchase with respect to Common Stock for the period 1989-1991 Plan (DRP) and ACE 's employee benefit plans are is as follows: shown as follows:

1991 1990 1989

                                                                                                                                                                                                            • Issuance of Common Stock Dividends Paid Per Share $ 2.98 $ 2.92 $ 2.82 ($000)

Book Value Per Share $29.68 $ 28.73 $28.54 1991 1990 1989

. nualized Dividend Public Offerings ield 7.3% 8.7% 7.5%

Shares issued 2,000,000 2,200,000 Return on Average $69,850 Proceeds $67,140 Common Equity 12.1% 10.6% 13.6%

DRP Optional Cash Total Return (Dividends Purchases paid plus change in share price) 29.8% (4.4)% 26.2% Shares issued 150,636 86,274 60,145 Market to Book Value 138% 118% 135% Proceeds $ 5,537 $3,012 $ 2,101 Price/Earnings Ratio 12 11 10 Employee Benefit Plans Closing Price-New York Shares issued 6,208 50,672 8,716 Proceeds $ 249 $1,753 $ 326

... ~~.?.~~.~~~~~~~~ ....................~~.~ .:~ ..... ~~.~. .~!.~......~?.~:.~.~*** ***

4 Liquidity and Capital Resource* This ratio meas-3.68 3.68 ures the ability of Overview Atlantic Electric 3 319 The Company commenced its business under a holding 3.06 2.94 to meet its in ter-est payments to company structure on November 1, 1987. Since inception, credi to rs. It is the Company's cash flows have been dependent on the the number of cash flows of its subsidiaries, primarily ACE. Principal 2 times that inter-cash inflows of the Company are the payment of dividends est charges are "cove red" by to it by ACE and funds provided by the issuance of Com- earnings before mon Stock. Principal cash outflows of the Company are the payment of investments (capital contributions and advances) in its income taxes.

For a n "A" rated subsidiaries for their investing activities and the payment utility, pre-tax dividends to common shareholders. Cash invested in coverage should

'I be betwee n 2.5 Eis utilized primarily for the construction of utility and 4.0 times.

nerating, transmission and distribution facilities, re- ATLANTIC ELECTRIC demption and maturity oflong and short term debt, and Pre-Tax Interest Coverage Ratio

Atlantic Energy, Inc. and Subsidiaries MA:\AGE'.\IE:\T'S DISCt:SSIO:\ A:\D A:\ .\LYSIS

() F F I :\ A :\ CI A L c () :\ n IT IO :\ ,\ :\ n B E s t: LT s () F () p E RA TI () :\ ( ('() II l i II LI (' d )

Additional Common Equity is provided by reinvested divi- Redemptions of Preferred Stock (at par or stated value) dends through the DRP. Common shares issued in 1991, and redemptions and maturities of First Mortgage Bonds 1990 and 1989 were 315,205, 293,325 and 279,458, re- for the period 1989-1991 are shown as follows:

spectively. The Company's current financing plans for 1992-1994 contemplate the issuance of approximately 1991 1990 1989

$56 million in additional Common Equity through the Preferred Stock operation of the DRP.

(Series) (number of shares)

In 1991, the Company declared $7 4.1 million in dividends 9.96% 8,000 8,000 8,000 to its common shareholders, and made $83 .8 million in $8.25 2,500 2,500 2,500 capital contributions and advances to its subsidiaries. In

$9.45 30,000 1990 and 1989, the Company declared $67 .1 million and

$62.4 million, respectively, in dividends. In 1990 and Amount (000) $ 1,050 $ 1,050 $ 4,050 1989, $10.6 million (net of repayments) and $83. 7 million, respectively, in advances and capital contributions were First Mortgage Bonds made to subsidiaries. Principal Amount

...~~.~~.~.~..~~~~~....................~~.!~~......~~.~:.?.~.?. ......~.~.?.:~~*~******

ACE In March 1991, $10 million principal amount of First Cash construction expenditures for the 1989-1991 period Mortgage Bonds, 4%% Series due 1991 matured. In May amounted to $484.3 million and included expenditures for 1991, $39 million principal amount of First Mortgage two new combustion turbine units and upgrades to exist- Bonds, 11 %% Pollution Control Series A due 2011 were irig transmission and distribution facilities . ACE's current redeemed at a price of 103%. In October 1990, ACE

  • estimate of cash construction expenditures for the 1992- redeemed $21.215 million principal amount of First 1994 period is $490 million. These estimated expenditures Mortgage Bonds, 11 1/ 2% Series due 2015 at a redemption reflect major improvements to transmission and distribu- price of 108.53%. During 1989, $2 .775 million principal tion facilities and compliance with provisions of the Clean amount of First Mortgage Bonds, 4 1/ 2% Series due 1989 Air Act Amendments of 1990. matured in April and $13.025 million principal amount ACE also utilizes cash for mandatory redemptions of of First Mortgage Bonds, 11 7/ 8 % Series due 1993 were Preferred Stock and maturities oflong term debt. Optional redeemed at a price of 101.52% in December.

redemptions of securities are reviewed on an ongoing basis Scheduled debt maturities and mandatory Preferred Stock with a view toward reducing the overall cost of funds . sinking fund requirements aggregate $35.0 million for the years 1992-1994.

100 0 Atlantic Energy's ACE's cash flows from operating activities after dividends capitalizati on on Preferred Stock and Common Stock (internal genera-80 4~

46 38 is the relative tion) amounted to $85 .2 million, or 49.4% of 1991 con-41 42 4S proportion of struction expenditures. In 1990 and 1989, ACE's internal equity fund s pro- generation was $75.2 million and $58.8 million, and rep-60 4~

vided by its own-14 ers, common resented 45.1 % and 40.5%, respectively, of construction 10 11 and preferred expenditures.

40 4*

shareholders, For the three-year period 1992-1994, ACE's internal gen-and borrowed 43 44 46 47 eration is expected to average 53 .9% of currently esti-20 I~ funds provided by creditors , mated construction expenditures. However, actual levels holders of short may vary within the period based upon specific amounts 0 and long term (in per ce nt) of construction expenditures and internally generated 1 debt securities.

c: -::-~ ~ERG~'

'I funds in the individual years. Beginning in 1991 through 2000, ACE's cash flows will be positively affected by the

  • Year-End Capitalization recovery of its Unrecovered Purchased Power Costs. ACE e COMMON EQUITY e PREFFERED STOCK expects that such recovery will provide $13. 4 million, e LO G TERM DEBT e SHORT TERM DEBT $14.0 million and $14.6 million in cash flows in 1992, 1993 and 1994, respectively.

9.7 This is Atlantic 9.1 9.0 9.0 9.2 Provisions of ACE's charter, mortgage and debenture Electri c's tota l revenue divid ed agreements can limit, in certain cases, the amount and by total kilowatt- type of additional financing which may be used. At Decem-hours as recorded ber 31, 1991, ACE estimates additional funding capacities 6

on th e books of of$424 million of First Mortgage Bonds, or $582 million of th e company. It represents the Preferred Stock, or $358 million of unsecured debt. These 4

average amount amounts are not necessarily additive.

of revenue receiv-2 ed for each AGI kilowa tt-hour sold . Net cash outlays for investments by AGI for the period 1989-1991 totaled $6.6 million. AGI's activities are repre-

'I sented by partnership interests in cogeneration develop-ment projects. Such activities have been funded by a ATLANTIC ELECTRIC Average Booked Revenue per Kilowatt-Hour combination of capital contributions, loans and advances.

AGI's current business plan for the period 1992-1994 is to invest an additional $25 million in cogeneration, generat-ing and alternate power projects. AGI's business activities On an interim basis, ACE finances that portion of its con- are directed toward developing new projects and therefore struction costs and other capital requirements in excess of it does not generate cash from operations at this time.

internally generated funds through the issuance of unse- However, two cogeneration projects are scheduled to cured short term debt consisting of commercial paper and become operational in 199 2 and are expected to provide borrowings from banks. Permanent financing by ACE positive cash flows.

is undertaken by the issuance of its long term debt and Preferred Stock and from capital contributions by the AET Company. ACE's nuclear fuel requirements associated AET was formed in April 1991 to invest in and to manage

'th its jointly-owned units have been financed through investments in companies with energy-related products rangements with nonaffiliated corporations. and technologies. AET has acquired an equity interest in a In 1991, ACE received proceeds of $38 .9 million and company that owns a patented technology and has pro-

$69.7 million, respectively, from the issuance of First prietary knowledge relating to the design, installation and Mortgage Bonds, 6.80% Pollution Control Bonds Series A operation of a closed-loop, ground coupled, geothermal of 1991 and the issuance and sale of 700,000 shares of heating and cooling system. Funding of this investment

$7 .80 No Par Preferred Stock and received $78 .1 million in through a combination of capital contributions and loans capital contributions from the Company. In 1990, ACE re- totaled $2.7 million at December 31 , 1991 . AET obtained ceived proceeds of$49.9 million from the issuance and the funds for its investment activity through advances from sale of 500,000 shares of$8.20 No Par Preferred Stock the Company. To date, no cash has been generated from and received $13 .5 million in capital contributions from operating activities. In 1992, AET expects to increase its the Company. In October 1989, ACE received proceeds of equity interest in this company. AET's future investments

$131.8 million from the issuance and sale of$135 million and business opportunities will be evaluated to determine principal amount of First Mortgage Bonds, 9 1/ 4 % Series due ifthe potential for return is acceptable relative to the asso-2019 and received $69. 3 million in capital contributions ciated level of risk.

from the Company.

ATE During the three-year period 1992-1994, ACE expects to ATE has invested in leveraged leases of three commercial issue $190 million in long term debt, including First Mort-aircraft and two containerships with a cash outlay for that gage Bonds, and to receive $56 million in capital contribu-equipment of$60.9 million during 1988 and 1989. ATE tions from the Company.

also made loans to ASP which totaled $8.5 million, includ-In October 1989, a major rating agency lowered its ratings ing unpaid interest, at December 31, 1991. Additional cap-on ACE's senior debt to a rating equivalent to 'A'. In Janu- ital requirements associated with lease investments include ary 1991, a major rating agency lowered its ratings on a final deferred equity payment of$2.3 million in 1992. As ACE's senior debt to a rating equivalent to 'A' and Pre- of December 31 , 1991, ATE obtained funds for its business rred Stock to a rating equivalent to 'A-'. In taking these activities and loans to ASP through capital contributions tl tions, the agencies cited ACE's on-going construction ogram and its continuing need for external financing and growing capacity requirements. The effect of the actions will be to increase ACE's financing costs.

and advances of$13 .9 from the Company. Funds also have been provided by a revolving credit and term loan fa-cility. At year-end 1991, borrowings under the $70 million facility totaled $39.l million. Future investments by ATE

Atlantic Energy, Inc. and Subsidiaries

  • IHJHi111j4"111Lii4iillM\11Md1KiGM lllllWfilljillptillllNMllllJilliililillQllUlllWllllllllllllOllM may be undertaken after consideration of the Company's million LEC rate increase effective June 11, 1991 and the consolidated tax position. ATE's cash flows from opera- full year's impact of a $35.8 million LEC rate reduction ef-tions are expected to continue to be provided from lease fective June 1990. LEC revenues declined in 1990 as a re-rental receipts and realization of existing tax benefits. sult of the $35.8 million rate reduction. Changes in kilowatt-hour sales are discussed under "Sales."

ASP Overall, the combined effects of changes in rates charged ASP's real estate investment to date has been the purchase to customers and kilowatt-hour sales resulted in increases and improvement of a 280,000 square foot office and of 5. 2% and 1.7% in revenues per kilowatt-hour in 1991 warehouse facility in Atlantic County, New Jersey, of and 1990, respectively.

which approximately 56% of the office space is leased to ACE. As of December 31, 1991 , ASP's investment has been Changes in operating revenues in the future will result funded by capital contributions from the Company and from changes in customer rates and general economic borrowings under a loan agreement with ATE. ASP's cur- conditions in the service area, as well as the impacts of rent agreement with ATE provides for the repayment of load management and conservation programs instituted such borrowings on or before June 30, 1992, but this date by ACE and cogeneration projects providing alternate may be extended. ASP's cash flows from operating activi- sources of energy to ACE's customers.

ties are principally affected by rental income. ASP esti-Sales mates that its business activities in the 1992-1994 period will be limited to the development of the existing property Changes in kilowatt-hour sales are generally due to and that additional investments will not be significant. changes in the average number of customers and average customer use, which is affected by economic and weather RESULTS OF OPERATION conditions.

Operating results are dependent upon the performance of Energy sales statistics, stated as percentage changes from the subsidiaries, primarily ACE. Since ACE is the principal the previous year, are shown as follows:

subsidiary within the consolidated group, the operating results presented in the Consolidated Statement of Income ******************** ****************lml******************************-lllm* ****************

are those of ACE, after elimination of transactions among Customer Avg Avg# Avg Avg#

members of the consolidated group. Results of the nonutil- Class Sales Use ofCust Sales Use ofCust ity companies are reported in Other Income. Residential 3.1"/o 2.3"/o 0.8"/o 0.1 % (1.6)% 1.6%

Commercial 2.8 1.1 1.6 5.0 3.4 1.5 Revenues Industrial (0.6) (0.2) (0.4) (0.3) 0.3 (0.6)

Operating Revenues- Electric increased 8.5% and 1. 7% in Other (0.3) 2.2 (2.4) (7.6) (5 .5) (2.2) 1991 and 1990, respectively. Components of the overall changes are shown as follows: Total 2.3 1.4 0.9 1.8 0.2 1.6 (in millions) 1991 1990 In 1991, the increase in total kilowatt-hour sales resulted

                                                                                                                                                                                                            • from higher sales to the Residential and Commercial Base and Unbilled Revenues $50.0 $16.2 classes. Virtually all of the Residential sales increase was Levelized Energy Clauses (5.9) (17 .5) the result of unusually hot summer weather in 1991. Resi-Kilowatt-hour Sales 17.1

.................. 13.1 dential customer growth continued to decline in 1991 due Total $61.2 $11.8 to the impact of general economic weakness in the housing industry. Commercial sales in 1991 increased due to Base revenues increased in 1991 as a result of a $50.0 higher average use per customer, due in part to the hot million base rate increase effective July 3, 1991 and a summer weather. Sales to the hotel-casinos contributed to *

$41.6 million base rate increase effective June 1990. Base the 1991 Commercial sales increase as well. Industrial revenues in 1990 increased as a result of the $41. 6 million sales declined slightly in 1991 primarily due to ACE's larg-base rate increase. Levelized Energy Clause (LEC) revenues est customer providing most of its own electric generation decreased in 1991 as a result of the net effects of a $21. 2 in the last quarter of 1991.

The increase in total kilowatt-hour sales in 1990 is primar- supply stand-by and auxiliary power. For the twelve ily the result of increased numbers of customers in the months ended September 1991, sales to this customer Residential and Commercial classes and higher average represented approximately 16% and 3% of industrial and use by Commercial customers. Sales in 1990 to Residential total sales, respectively. For the twelve months ended Sep-and Commercial customers were adversely affected by tember 1991, revenues from this customer were 2% of milder weather during the heating season. The slight in- total operating revenues.

crease in 1990 sales to Residential customers was due to Costs and Expenses an increase in the number of customers. Commercial sales in 1990 increased due to higher average use per customer Total Operating Expenses increased 6.9% and 3.8% in and an increase in the number of customers, including the 1991and1990, respectively. Included in these expenses opening of a new hotel-casino. In 1990, Industrial sales are the costs of energy, operations, maintenance, depre-declined slightly as a result of a general economic slow- ciation and taxes. Information with respect to the changes down, notably in the construction-related sector. in these expenses and others follows.

Along with the rest of the northeastern United States, Energy Costs reflect the amount of energy needed to meet ACE 's service territory has experienced general economic load requirements, as well as the various fuel, interchange, weakness. This economic weakness was greatest in the and purchased energy sources used, and the operation construction, services and trade sectors, affecting all ACE of the LECs. Changes in these costs reflect the varying customer classes. availability oflow cost generation from both owned and purchased sources and in the unit prices of the fuel sources E is also experiencing the effects of competition and used, as well as changes in the needs of other utilities par-

  • ructural changes in the electric utility industry. ACE's ticipating in the Pennsylvania-New Jersey-Maryland largest industrial customer began generating almost all of Interconnection.

its own electric needs in October 1991. Future sales to this customer will be significantly reduced. ACE will primarily The cost of energy is recovered through base rates and by the operation of LE Cs. Earnings are not affected by Energy Costs because such amounts are adjusted to match 300 This co mpa res amounts recovered through revenues. In any period, the 19.9 50.l actual amount of LEC revenue recovered from customers 250 the a mount of 253.5 cash expenditures will be greater or less than the actual amount of energy 228.l for construction 200 15.l 27.9 and other capital 187.6 179.2 7 needs to the 150 Atla ntic Energy's amoun t of cas h that is ge nerated 6 6.0 6.0 net inco me 16.7 in cl ud es a n a c-100 1114.B 105 4 in te rn a lly from 5 counting a llow-94.5 the co mpa ny's 75.3 700 an ce for the cost operati ons a fter 50 4 4.0 4.0 4.0 of borrowed a nd the payment of equity funds divid end s to 3 used fo r some sha rehold ers .

construction

'I Th e difference 2 proj ects.

betwee n the Because AFDC ATLANTIC ENERGY a mount of cas h represents a Cash Requirements and that is required Internal Generation of Funds non-cas h addi-a nd the a mount tion to net e CONSTR UCTIO & OTH ER of cash that is

'I in co me, it is e INTERNAL CASH GENERATION* ge nerated prefera ble to

  • MATURITI ES, RETIR EMENTS. SI KI NG FUNDS interna lly is the mainta in a a mount of funds that will have to Allowance fo r Funds used During low ratio.

Construction as a Percent be ra ised in the of Net Income

  • Restated f rom prior years capita l ma rkets .

Atlantic Energy, Inc. and Subsidiaries MA\AGE\IE\T'S DIS(:tSSIO\ .\\I> .\ \ .\LYSIS lllllW\illjlllbliillli.W\11111Jili4..lllllQllQlllHllllllllll!i§!IM 1t 19t 8 1~

7t lSt For each of the last 61.

lOt 11t m five years , coal and 147. 6t nuclear fuel sources 27t 29t Bt 3Bt combined have pro-6 1t 33t 31t duced 70% of Atlantic Electric's total energy S6t requirements. In 4 1~ S1t 1991 , Atlantic Electric 4St 41t 39t began purchasing energy and capacity 2 1~ from a non utility generator und er a long term arrange-ment.

O (in billions of kilowatt-hours) r--1' :1:  :* 'I

  • AT~NTIC ELECTRIC Tota l Sources and Costs of Energy 87 88 89 90 91 4.95 e NONUTILITY PURCHASES*

3.07 3.40 2.86 1. 59 1.43 e I TERCHANGE '

3.95 4.10 3.44 3.52 3.49 e OIL & NATURAL GAS 0.93 0.89 0.87 0.83 0.78 e NUCLEAR 1.85 2.05 2.09 2.06 1.94 e COAL 1.92 1.99 1.96 1.66 1.65 YEARLY AVERAGE

  • Includes energy and capacity costs recovered through the LEC t Incl udes purchased power from PE costs incurred in that period. Such respective overrecovery purchase of energy from PE resulted in an average energy or underrecovery of current energy costs is recorded on cost per kilowatt-hour of 1.66 cents, compared with 1.96 the Consolidated Balance Sheet as an asset or liability as cents in 1989.

appropriate. These amounts are recognized in the Con-solidated Statement of Income as Energy Costs during the Changes in Operations and Maintenance expenses in 1991 period in which they are subsequently recovered through and 1990 reflect changes in the costs of operating and the LECs. Excluding the deferred costs of$10.4 million maintaining ACE's wholly- and jointly-owned generating associated with Salem Nuclear Generating Station out- units and the costs of purchased power. Costs of pur-ages, ACE was overrecovered by $24.6 million and $11.4 chased power, exclusive of fuel, are included in Operations million at December 31, 1991and1990, respectively, and expense and principally reflect purchases of capacity un-underrecovered by $8 .7 million at December 31, 1989. der long term arrangements. Operations expense in-creased 16.1% and14.0% in 1991 and 1990, respectively, Energy Costs for 1991 decreased 2.9%, primarily due to a primarily as a result of capacity charges under the PE ar-reduced level of deferred energy costs recognized during rangement, which began in June 1990. Maintenance ex-the year. Costs of energy related to the production of elec- pense decreased slightly in 1991 and reflects the net tricity increased in 1991, due to a 3.4% increase in net effects of increased expenses at ACE's jointly-owned nu-generation. Overall, 1991 average energy cost per kilo- clear units, while maintenance expenses at certain other watt-hour was 1.65 cents compared to an average energy plants decreased. Maintenance expense decreased 5.2% in cost per kilowatt-hour of 1.66 cents in 1990. This decrease 1990 reflecting completed major nuclear unit overhauls was due to increased availability in 1991 oflower cost en- principally undertaken in 1989. In addition, various cost ergy, primarily from PE, which commenced in June 1990. containment programs have been successful in controlling Energy Costs in 1990 decreased 7 .1 %. Costs of energy re- the growth of certain expenses.

  • lated to the production of electricity decreased in 1990 due to an increase in lower cost nuclear generation from the Depreciation and Amortization expense increased 6.2%

Peach Bottom Station, and a slight reduction in net energy and 6. 3% in 1991 and 1990, respectively, and reflects the output. Improved availability ofnuclear sources and the cost and type of electric utility plant in service, the respec-

tive in-service dates and amounts of new plant additions. sold 700,000 shares of$7.80 No Par Preferred Stock. In Net plant additions resulted in increased expenses in each July 1990, ACE issued and sold 500,000 shares of$8.20 of those years. No Par Preferred Stock. The increased requirements were partially offset by the operation of sinking funds of certain Gross Receipts and Franchise Taxes (GR&FD have been series of Preferred Stock. Embedded cost of Preferred computed on the basis ofrevenues collected from cus-Stock as of December 31, 1991, 1990 and 1989 was 7.8%,

tomers. Increases in GR&FT in 1991 and 1990 were 1. 9%

7.7% and 7.5%, respectively.

and 4. 7%, respectively, and reflect increased levels of reve-nues subject to the tax.

Outlook Federal Income Taxes increased 34. 7% in 1991 due to an The nature of the electric utility business is capital inten-increased level of taxable income. Federal Income Taxes sive. ACE's ability to generate cash flows from operating increased 17. 7% in 1990, as a result of increased taxable activities and its continued access to the capital markets is income without a corresponding effect on book income affected by the timing and adequacy of rate relief, competi-subject to tax. Changes in Federal Income Taxes are de-tion and the economic vitality of its service territory.

tailed in Note 2 of the Notes to Consolidated Financial Statements. Income of ACE can be affected by the operational perform-ance of nuclear generating facilities. ACE is subject to a erest on Long Term Debt decreased 5.8% in 1991 as BRC-mandated nuclear unit performance standard. Under esult of various redemptions and maturities of certain the standard, penalties or rewards are based on the aggre-ries of First Mortgage Bonds having higher average rates gate capacity factor of ACE's five jointly-owned nuclear

- than new long term debt issued in 1991. In March 1991, units. Any penalties incurred would not be permitted to be ACE issued $38 .865 million of its First Mortgage Bonds, recovered from customers and would be charged against 6.80% Pollution Control Series A. In May 1991, ACE re-income.

deemed $39 million of First Mortgage Bonds, 11 %% Pollu-tion Control Series A due 2011. Interest on Long Term Certain accounting standards applicable to the Company Debt increased 16. 3% in 1990 and reflected the effect of a have been issued by the Financial Accounting Standards full year's interest expense on $135 million of First Mort- Board but not yet adopted by the Company. One standard, gage Bonds, 9%% Series due 2019 issued in October 1989. effective in 199 3, relates to the accounting for income AtDecember31, 1991, 1990and 1989,ACE'sembedded taxes and is not expected to have a material effect on the cost oflong term debt was 8. 9%, 9. 2% and 9. 2%, respec- results of operations or financial position. Another stand-tively. Interest expense on short term debt increased ard, also effective in 1993, relates to the accounting for 28.9% in 1991 as a result of higher average balances out- postretirement benefits other than pensions and will sig-standing offset, in part, by a lower weighted average inter- nificantly increase the annual costs of benefits recognized est rate. Interest expense on short term debt decreased in future years over the amount now recognized. ACE 71.1%in1990 because oflower average balances out- currently estimates that the annual cost for such benefits standing and a lower weighted average interest rate. Al- could increase approximately $7 million to $10 million lowance for Funds Used During Construction (AFDC) and result in an unfunded accumulated other postretire-includes a Borrowed Funds portion, which reduces inter- ment benefit obligation of approximately $90 million to est expense, and an Equity Funds portion, which increases $100 million at December 31, 1992. This impact should be Other Income. AFDC increased 23.3% and 40.9% in 1991 lessened by continued contributions to the plan's trust.

and 1990, respectively. The amount and apportionment of The financial performance of ACE will be affected in the AFDC is primarily a function of the amount of construction future by the level of sales of energy and the impacts of reg-work in progress.

ulation. The amount earned on capital investments by the a ferred Stock Dividend Requirements of ACE increased utility is subject to general business conditions and regula-

~0% and 23.2% in 1991 and 1990, respectively, and tion. Other issues which may impact the electric utility reflects the issuance and sale of new series of Preferred business include public health, safety and environmental Stock in each of those years. In May 1991, ACE issued and legislation.

Atlantic Energy, Inc. and Subsidiaries

  • MSHM~IQ4-iliLiiJiillNfiifMjlJiGM lliljlf4\jll!W11Mlillm4fillillL111L'*lilliQl;Mllldli*iliilll!i§!IM In June 1991, state legislation was enacted which acceler- Amendments to the Clean Air Act enacted in 1990 relating ates the payment schedule ofGR&FT payable by public to acid rain and limitations on emissions at electric gener-utilities to the State of New Jersey, and alters the method ating plants will require modifications at certain of ACE's of computing such taxes. The new GR&FT law is expected facilities. Compliance with the Act will cause ACE to incur to initially result in higher taxes payable, reduced internal additional operating and/or capital costs. Presently, ACE's generation of funds and increased external financing re- construction budget for 1992 through 1994 includes $61 quirements of ACE. ACE is seeking to recover through million related to the cost of compliance. ACE plans to seek rates the increased costs relating to the changes in the law. recovery through rates of costs associated with compliance, which ACE currently estimates would increase revenue re-ACE is currently in a rate proceeding to determine the ap-quirements by approximately 2% based on 1991 revenues.

propriate ratemaking treatment of consolidated Federal This increase may be offset in part, by utilization of certain income tax benefits derived from losses ofnonutility subsi-allowances as permitted by the Act, the value of which is diaries of the Company. In its petition and testimony be-not presently determinable. In addition, certain power fore the BRC, ACE has asserted that no changes in purchase arrangements will be affected by the Act, the customer rates should be made on the basis of these tax effects of which are not presently determinable.

benefits. A decision by the BRC is expected in the second quarter of 199 2. If such benefits are allowed to be flowed The New Jersey Department of Environmental Protection through to customers, ACE's revenues could decrease and and Energy (DEPE) has proposed modifications to certain earnings of the Company would be impacted. environmental permits at Salem. The Salem owners have opposed these modifications. Comp"liance with the DEPE Recent Federal legislation has served to encourage the proposed modifications would require the immediate development of electric generating facilities by non utilities.

shutdown of both Salem units, the construction of cooling One such project, in which AGI is a partner, is expected to towers at costs which are estimated to be substantial, and be in service in 1992 and will serve one of ACE's largest in-extended outages for the design, licensing and construc-dustrial customers. Two other projects, expected to serve tion of such towers. In addition to the cost of construction, other large industrial customers, are currently underway ACE would be required to purchase replacement energy, in ACE's service territory and are expected to be in service the cost of which could also be substantial. The retrofitting by 1995. It is estimated that, if all three projects are com-of cooling towers at Salem would also result in a perma-pleted, by 199 5 they could displace the equivalent of 2. 7%

nent capacity derating of up to 120 MWs, as well as in-and 1.8% of 1991 kilowatt-hour sales and revenues, re-creased operation and maintenance costs. Public Service spectively. These effects could be offset to some extent by Electric and Gas Company (PS), the operator, has filed natural growth in the service territory and additional ef-written comments and demonstrations which it believes forts by ACE to reduce the impact of the potential loss of support its position that cooling towers are not required.

kilowatt-hour sales and revenues. As a result of economic PS plans to vigorously defend its position.

conditions in the service territory, ACE estimates that the rate of growth of overall sales of energy will be slower than Inflation that experienced in recent years, the extent of which pres-ently is not determinable. The amount and timing of ACE's Inflation affects the level of operating expenses and also projected construction program is premised on the availa- the cost of new utility plant placed in service. Traditionally, bility of generating capacity from non utility sources de- the rate making practices that have applied to ACE have scribed above. If for any reason these projects are delayed involved the use of historical test years and the actual cost or do not materialize, or ifload growth is greater than esti- of utility plant. However, the ability to recover increased mated, it may become necessary for ACE to increase its costs through rates, whether resulting from inflation or

  • construction expenditures. Such an increase would put ad- otherwise, depends upon the frequency, timing and results ditional burdens on ACE to generate cash from operations ofrate case decisions.

and on ACE's financing programs.

Allanlic Energy, Inc. and Subsidiaries

                                                                                                                                                                                      • IIIIl***********llDDll .. *********llDBll***********lllBBl***********llllBlll***********lllllBll tlantic Energy, Inc.

vestor /nformation erating Revenues ($000) $ 777,970 $ 716,779 $ 705,020 $ 675,859 $ 648,173 $ 582,961 Net Income ($000) $ 85,635 $ 68,879 $ 80,964 $ 72,171 $ 73,765 $ 54,946 Average Number of Shares Outstanding (000) 24,504 22,795 21,634 19,593 18,311 18,266 Earnings per Average Common Share $ 3.49 $ 3.02 $ 3.74 $ 3.68 $ 4.03 $ 3.00 Total Assets (Year-end) ($000) $2, 151,416 $2,006,010 $1,864,461 $1,660,286 $1,499,381 $1,401,064 Long Term Debt and Cumulative Preferred Stock Subject to Mandatory Redemption (Year-end) ($000) $ 807,347 $ 747,877 $ 725,329 $ 594,461 $ 522,815 $ 534,822 Capital Lease Obligations (Year-end) ($000) $ 53,093 $ 57,971 $ 33,146 $ 32,880 $ 37,694 $ 37,603 Dividends Declared on Common Stock $ 2.99 $ 2.94 $ 2.85 $ 2.74 $ 2.715 $ 2.61 Dividend Payout Ratio 85o/o 97% 75% 75% 66% 87%

Book Value per Share (Year-end) $ 29.68 $ 28.73 $ 28.54 $ 27.16 $ 25.71 $ 24.37 Price/Earnings Ratio (Year-end) 12 11 10 9 8 12 Times Fixed Charges Earned (pre-tax, Atlantic Electric) 3.68 2.94 3.19 3.06 3.68 2.99 Shareholders and Employees (Year-end):

Common Shareholders

  • 11u11Jv"'"" (Atlantic Electric)

Atlantic City Electric Company (Principal Subsidiary)

Facilities for Service Total Utility Plant ($000) $2, 175,601 $2,027,138 $1,846,122 $1,712,614 $1,602,801 $1,503,010 Additions to Utility Plant ($000) $ 177,298 $ 170,772 $ 147,886 $ 130,281 $ 105,521 $ 109,303 Generating Capacity (Kilowatts) (a) (b) 2,134,200 1,959,700 1,879,700 1,807,700 1,660,700 1,660,700 Maximum Utility System Demand (Kilowatts) 1,911,000 1,741,000 1,700,000 1,636,000 1,609,000 1,459,000 Capacity Reserve at Time of Peak

(%of Installed Generation) 7.8% 10.9% 9.6% 9.5% 3.1% 9.1 %

Energy Supply (Thousands ofkwh):

Net Generation 6,296,036 6,265,335 6,260,942 5,863,119 6,157 ,938 5,966,600 Purchased and Interchanged - Net 2,296,020 2,044,174 2,110,554 2,209,777 1,483,685 1,131 ,900

' Total System Load 8,592,056 8,309,509 8,371,496 8,072,896 7,641,623 7,098 ,500 lectric Sales (Thousands of kwh)

Residential 3,370,327 3,267,606 3,265,918 3,213,010 3,040,410 2,839,114 Commercial 3,147,318 3,063,069 2,917,162 2,741,976 2,592,232 2,401,199 Industrial 1,368,329 1,376,423 1,380,832 1,339,005 1,323,567 1,222,981 All Others 49,626 49,769 53,872 56,289 58,191 58,120 Total (c) 7,935,600 7,756,867 7,617,784 7,350,280 7,014,400 6,521,414 ResU:lential Electric Service (Average per Customer)

Amount ofElectricity Used During the Year (kwh) 8,440 8,251 8,382 8,460 8,281 7,982 Revenue for a Year's Service $ 906.66 $ 844.37 $ 840.34 $ 838.70 $ 838.08 $ 780.43 Revenue per Kilowatt-hour 10.74c 10.23¢ 10.03¢ 9.91¢ 10.12¢ 9.78¢ Customer Data (Average)

Residential With Electric Heating 80,409 78,805 Residential Without Electric 309,245 300,974 Total Residential 399,324 389,654 379,779 367,153 355,702 Commercial 51,077 49,509 48 ,398 46,775 45 ,359 Industrial 998 1,008 1,014 1,015 1,022 All Others 524 549 552 554 554 Total Customers (c) 451,923 447,821 440,720 429,743 415,497 402,637 Operating R evenue ($000)

Electric Revenues:

Residential $ 362,050 $ 334,375 $ 327,443 $ 318,520 $ 307,704 $ 277,601 Commercial 292,349 271,688 256,199 240,890 231,498 211,023 Industrial 102,202 96,766 94,634 91,661 89,261 78,404 All Others 10,136 9,668 9,901 9,935 10,409 10,152 Total Electric Revenues 766,737 712,497 688,177 661,006 638,872 577,180 billed Revenues - Net 3,229 (4,055) 7,215 6,716 385 (1,813) er Electric Revenues 8, 112 8,448 9,765 8,137 8,916 7,594

              • *********** ** ***** ******************** ** ************* **********::::::::::::::i:::**:***
  • Total (c) $ 778,078 $ 716,890 $ 705,157 $ 675 ,859 $ 648,173 $ 582,961 (a) Excludes capacity allocated to a large industrial custom er.

(b) Includes unit purchases of capacity unde r contracts with certain other utilities.

(c) Includes sales to an affiliate within the Atlantic Energy consolidated group.

Atlantic Energy, Inc. and Subsidiaries l\\'ESTOH l\FOHMATIO\

Where should I send inquiries concerning my investment in Atlantic Energy, Inc.?

The Company serves as recordkeeping agent, dividend disbursing agent and also as Transfer Agent for Common Stock. Correspondence concerning such matters as the re-placement of dividend checks or stock certificates, address Whom can I contact regarding the Preferred Stock of Atlantic Electric?

Atlantic Electric serves as recordkeeping agent, dividend disbursing agent and Transfer Agent for its Preferred Stock. Inquiries regarding such matters can be directed to Investor Records at the address listed.

changes, transfer of Common Stock certificates, Dividend Reinvestment and Stock Purchase Plan inquiries or any Does the Company have a Dividend Reinvestment and general information about the Company should be Stock Purchase Plan?

addressed to: Yes. The Plan allows shareholders to automatically invest their cash dividends and/or optional cash payments in Atlantic Energy, Inc. shares of the Company's Common Stock. Holders ofrecord Investor Records of Common Stock interested in enrolling in the Plan should P.O. Box 1334 contact Investor Records at the address listed . In addition, 1199 Black Horse Pike shareholders whose stock is held in a brokerage account Pleasantville, New Jersey 08232 may be able to participate in the Plan. These shareholders Telephone (609) 645-4506 or (609) 645-4507 should contact their broker for more information.

Ms. S. D. McMillian, Secretary, is the corporate officer responsible for all investor services. where Is the Company'* stock Hsted?

Common Stock is listed on the New York, Pacific and When are dividends paid?

Philadelphia Stock Exchanges. The trading symbol of the The proposed record dates and payable dates for divi- Company's Common Stock is ATE; however, newspaper dends on Common Stock are as follows : listings generally use AtIEnrg or AtlanEngy.

Record Dates Payable Dates The high and low sale prices of the Common Stock reported in the Wall Street Journal as New York Stock March 24, 1992 April 15, 1992 Exchange- Composite Transactions for the periods June 22, 1992 July 15, 1992 indicated were as follows:

September 21 , 1992 October15, 1992 1991 1990

~.~~~~.?.~.~.~.~ ....~.?.?.~ ................................... ~?:~~.~.11'..~~:..~.?.?.?. ........ .......................................................................................................

The following table indicates dividends paid per share in .... ...... ........................... ... .. . . ~~'~ Low . }::[iz~ Low First Quarter 361/a 321/a 3811, 35 '/2 1991and1990 on Common Stock: .

Second Quarter 371/a 341/a 3?7/8 347/8 1991 1990 Third Quarter 38 /a 5 34 112 36% 3l7/8

~~~~~.9~?:~~~..................~.~.~~~...... ~.~ .................~.~Y.~ ...... ~.~. (.s...... .

3 First Quarter $ .74 $ .72 Second Quarter .74 .72 Third Quarter .75 .74 Who are the Independent auditors for Atlantic Energy, Inc.?

Fourth Quarter

.75 .74 Deloitte & Touche Annual Total $2.98 $2.92 Certified Public Accountants Two Hilton Court, P.O. Box 319 Dividends paid on Common Stock in 1991 and 1990 were Parsippany, New Jersey 07054-0319 fully taxable. Some state and local governments may im-pose personal property taxes on shares held in certain cor-Is additional information about the Company available?

porations. Shareholders residing in those states should consult their tax advisors with regard to personal property The annual report to the Securities and Exchange Com-tax liability. mission on Form 10-K and other reports containing finan-cial data are available to shareholders. Specific requests Who is the trustee and interest paying agent for Atlantic Electric'* bonds and debentures?

should be addressed to:

First Mortgage Bond recordkeeping and interest disburs- Atlantic Electric ing are performed by The Bank of New York, 101 Barclay Financial Services Department Street, New York, New York 10286. Debenture record- P.O. Box 1500 keeping and interest disbursing are performed by 1199 Black Horse Pike First Fidelity Bank, N.A., 765 Broad Street, Newark, Pleasantville, New Jersey 08232 New Jersey 07102 . Telephone (609) 645-4655 or (609) 645-4888

WJ of December 31, 1991 Douglas Huggard (58/36) airman and Chief Executive Officer of Atlantic Energy

  • rector of Atlantic Energy and all subsidiaries Chairman and Chief Executive Officer of Atlantic Electric Mr. Huggard has served as Chairman and Chief Executive Officer since 1990. He was President and Chief Executive Officer from 1985 to 1989. He joined Atlantic Electric in 1955 as an engineer. John M . Carden (53/24)

Vice President-Customer Service of Atlantic Electric Jerrold L. Jacobs (52/30)

President of Atlantic Energy Mr. Carden has served as Vice President-Customer Service Director of Atlantic Energy and all subsidiaries of Atlantic Electric since 1988. Prior to that, he was Vice President and ChiefOperating Officer of Atlantic Electric President-Administrative Services. He joined Atlantic Electric in 196 7 as an engineer.

Mr. Jacobs has served as President of Atlantic Energy and President and Chief Operating Officer of Atlantic Electric since Thomas E. Freeman (61111) 1990. He was Executive Vice President of Atlantic Electric from Vice President- Human Resources of Atlantic Electric 1988 to 1990. He joined Atlantic Electric in 1961 as an engineer.

Mr. Freeman has served as Vice President - Human Resources Meredith I. Mariacher, Jr. (49/26) of Atlantic Electric since 1981. He joined Atlantic Electric in 1980 Vice President of Atlantic Energy as Manager of Administration .

Director of all subsidiaries Senior Vice President- Utility Operations of Atlantic Electric James J. Lees (47/21)

Vice President- Marketing and Rates of Atlantic Electric Mr. Harlacher has served as Vice President of Atlantic Energy since 1987 and was named Senior Vice President-Utility Mr. Lees has served as Vice President- Marketing and Rates Operations of Atlantic Electric in 1991. Prior to that he was of Atlantic Electric since 1989. He was Vice President-Rates Senior Vice President- Corporate Planning and Services. of Atlantic Electric from 1987 to 1989. He joined Atlantic Electric He joined Atlantic Electric in 1965 as an engineer. in 1970 as an engineer.

Henry K. Levari, Jr. (43/20) J. David Mccann ( 40/19)

Vice President of Atlantic Energy Vice President- Power Delivery of Atlantic Electric Director of all subsidiaries Mr. Mccann was named Vice President - Power Delivery

  • or Vice President-Corporate Planning and Services of Atlantic Electric in 1991. Prior to that, he was Vice President, tlantic Electric Treasurer and Assistant Secretary of Atlantic Electric from 1985
  • Levari was named Vice President of Atlantic Energy and to 1991. He joined Atlantic Electric in 197 2 as an engineer.

Senior Vice President- Corporate Planning and Services of Morgan T. Morris Ill (48/22)

Atlantic Electric in 1991. Prior to that, he served as Atlantic Electric's Vice President- Power Delivery. He joined Atlantic Vice President-Administrative Services of Atlantic Electric Electric in 1971 as an engineer. Mr. Morris has served as Vice President-Administrative Services of Atlantic Electric since 1988. Prior to that, he was John R. Liiiy (63/3) General Manager-Operations Services of Atlantic Electric from Vice President of Atlantic Energy 1986 to 1988. He joined Atlantic Electric in 1969 as an engineer.

President and Director of Atlantic Southern Properties, Atlantic Generation, and Atlantic Energy Technology Henry C. Schwemm, Jr. (50/22)

Director of ATE Investment Vice President- Production of Atlantic Electric Mr. Lilly joined Atlantic Energy in 1988 as Vice President. He was Mr. Schwemm has served as Vice President-Production of previously self employed as a financial management consultant. Atlantic Electric since 1980. He joined Atlantic Electric in 1969 Mr. Lilly is an attorney. as an engineer.

J.G. Salomone (51/15) John P. Smalling (31/1)

Vice President and Treasurer of Atlantic Energy Vice President and Secretary of Atlantic Southern Properties and Director of all subsidiaries Atlantic Energy Technology Senior Vice President- Finance & Accounting and Treasurer Secretary of Atlantic Generation and ATE Investment of Atlantic Electric Mr. Smalling was elected to the above positions and has served President of ATE Investment as Manager of Diversified Activities since joining Atlantic Energy Certified Public Accountant in 1991. He has previously held positions in corporate finance Mr. Salomone has served as Vice President and Treasurer of and banking with other corporations.

Atlantic Energy since 1987. He has served as Chief Financial and Accounting Officer of Atlantic Electric since 1984. He joined Louis M. Walters (39113)

Atlantic Electric as Assistant Controller in 1976. Treasurer of ATE Investment, Atlantic Southern Properties and Atlantic Energy Technology Sabrina D. McMillian (36/6) Certified Public Accountant retary of Atlantic Energy Mr. Walters was elected to the above positions and was named retary of Atlantic Electric General Manager-Treasury and Finance of Atlantic Electric

s. McMillian was first elected Secretary in 1986. She joined in 1991. Prior to that, he held managerial positions in treasury, Atlantic Electric in 1985 as Assistant to the Corporate Secretary. taxes and accounting. He joined Atlantic Electric in 1978 as Ms. McMillian is an attorney. an accountant.

As of December 3 1, 1991 BOAIW OF DIHEC:TOHS OF .\TL\\TIC: E\EHGY. l\C.

Jos. Mlchael Galvln, Jr.

Mr. Galvin, a Director since 1978, is president and chief executive officer of the South Jersey Health Corporation-The Memorial Hospital of Salem County. He is also past chairman of the board, New Jersey Hospital Association and a trustee for the Center of Health Affairs. He is currently a member of the Southern New Jersey Chamber of Commerce and of the editorial board of Modern Healthcare Magazine.

Committee Chairman: Personnel. Committee Membership: Audit; Energy, Operations & Research: Pension & Insurance.

Gerald A. Hale Mr. Hale, a Director since 1983, is president of Hale Resources, Inc., an investment and management company. He serves as chairman of the Evans Clay Company, and as a director of New Jersey Manufacturers Insurance Company, New Jersey Business and Industry Association and Strong Systems, Inc.

Committee Chairman: Energy, Operations & Research.

Committee Membership: Audit; Corporate Development; Personnel. Richard B. McGlynn Mr. McGlynn, Attorney at Law and partner in the law firm of Matthe w Holden, Jr.

Stryker, Tams & Dill, has been a Director since 1986. He is a Mr. Holden, a Director since 1981, is the Henry L. and Grace M. member of the American, ew Jersey State and Essex County Doherty Professor of Government and Foreign Affairs at the Bar Associations, as well as the American Bar Foundation and University of Virginia. He is also an arbitrator and an energy and the American Law Institute. He is a former commissioner of the regulatory affairs consultant. He is a former commissioner of the New Jersey Board of Regulatory Commissioners and a former Federal Energy Regulatory Commission and the Wisconsin judge in Essex County, New Jersey.

Public Service Commission. Committee Chairman: Pension & Insurance. Committee

  • Committee Chairman: Audit. Committee Membership: Corporate Membership: Corporate Development; Energy, Operations &

Development; Pension & Insurance; Personnel. Research: Finance & Investor Relations.

Cyr us H. Holley Madeline H. McWhlnney Mr. Holley. executive vice president- Engelhard Corporation, Ms. McWhinney, a Director since 1983, is president of Dale, was elected as a Director in early 1990. Mr. Holley joined Elliott & Company, management consultants. She is a trustee of Engelhard in 1979. where he has served in various executive the Charles F. Kettering Foundation, the Institute oflnternational positions. He is chairman of the Independent College Fund of Education and the Managers Mutual Funds.

New Jersey and is active in several civic and educational Committee Chairman: Finance & Investor Relations. Committee organizations. Membership: Audit: Energy, Operations & Research; Pension &

Committee Membership: Corporate Development; Energy. Insurance.

Operations & Research; Finance & Investor Relations; Personnel. Bernard J. Morgan Mr. Morgan, banking industry executive, was elected as a E. Douglas Huggard Director in 1988. He is a director of the Philadelphia Chamber of Mr. Huggard, a Director since 1984, was elected Chairman and Commerce and St. Joseph's University. He is also chairman of the Chief Executive Officer in 1990, and has been Chief Executive Business Advisory Group of the Greater Philadelphia Girl Scouts.

Officer since 1985. He serves as a Director ofall of the Company's Committee Chairman: Corporate Development. Committee subsidiaries and has been with the Company for 36 years. He is Membership: Finance & Investor Relations; Pension &

currently a director of the New Jersey State Chamber of Insurance; Personnel.

Commerce.

Committee Membership: Ex-officio member of all committees Harold J. Raveche except Audit.

Dr. Raveche, who became a Director in 1990, is president of The Stevens Institute ofTechnology. He is chairman of the board of Jerrold L. Jacobs trustees of the New Jersey Consortium for Surface Engineered Mr. Jacobs was elected President and a Director of the Company Materials, a director of National Westminster Bancorp Inc. and in 1990 and serves as President and Chief Operating Officer of National Westminster Bank, NJ. He is also a member of the U.S.

Atlantic Electric. He is a Director of all of the Company's sub- Council on Competitiveness, a commissioner of the New Jersey .

sidiaries and has been with the Company for 30 years. He is Commission on Science and Technology, and the recipient of currently vice chairman of the Southern New Jersey Chamber of New Jersey Monthly magazine's New Jersey Pride Award in Commerce and is regional chairman of U.S. Savings Bonds sales. Education.

Committee Membership: Ex-officio member of all committees Committee Membership: Audit: Corporate Development; Energy, except Audit. Operations & Research; Finance & Investor Relations.

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