FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Registrant; State of I.R.S.Employer Commission Incorporation; Address; Identification File No and Telephone Number Number 1-9760 ATLANTIC ENERGY, INC. 22-2871471 (a New Jersey Corporation) 6801 BLACK HORSE PIKE, EGG HARBOR TOWNSHIP, NEW JERSEY 08234 609-645-4500 1-3559 ATLANTIC CITY ELECTRIC COMPANY 21-0398280 (a New Jersey Corporation) 6801 BLACK HORSE PIKE EGG HARBOR TOWNSHIP, NEW JERSEY 08234 609-645-4100 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, No Par Value New York Stock Exchange of Atlantic Energy, Inc. Philadelphia Stock Exchange Pacific Stock Exchange 8.25% Cumulative Quarterly Income New York Stock Exchange Preferred Securities, liquidation preference $25 per preferred security issued by Atlantic Capital I Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10K. X Estimated aggregate market value of the voting stock of Atlantic Energy, Inc. held by non-affiliates at March 6, 1997, was $898,943,385.00 based on a closing price of $17.25 per share for the 52,502,479 outstanding shares at such date. Atlantic Energy, Inc. owns all of the 18,320,937 outstanding shares of Common Stock of Atlantic City Electric Company. Documents Incorporated by Reference: Certain sections of the Notice of Annual Meeting of Shareholders and Proxy Statement in connection with the Annual Meeting of Shareholders, to be held April 23, 1997, have been incorporated by reference to provide information required by the following parts of this report: Part III-Item 10, Directors and Executive Officers of the Registrant; Item 11, Executive Compensation; Item 12, Security Ownership of Certain Beneficial Owners and Management. This combined Form 10-K is filed separately by Atlantic Energy, Inc. and Atlantic City Electric Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Atlantic City Electric Company makes no representation as to information relating to Atlantic Energy, Inc. PART I ITEM 1 BUSINESS 1 General 1 Competition 2 Nonutility Subsidiaries 8 Construction and Financing 10 Rates 12 Energy Requirements and Power Supply 13 Power Pool and Interconnection Agreements 15 Power Purchases and Sales 16 Capacity Planning 16 Nonutility Generation 18 Nuclear Generating Station Developments 19 Salem Station 22 Hope Creek Station 24 Peach Bottom 25 Fuel Supply 26 Oil 26 Coal 26 Gas 27 Nuclear Fuel 27 Nuclear Decommissioning 29 Regulation 31 Environmental Matters 33 General 33 Air 36 Water 37 Executive Officers 40 ITEM 2 PROPERTIES 43 ITEM 3 LEGAL PROCEEDINGS 43 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 44 PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 44 ITEM 6 SELECTED FINANCIAL DATA 46 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 66 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 108 PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 108 ITEM 11 EXECUTIVE COMPENSATION 108 ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 108 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 108 PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 109 SIGNATURES 110 i GLOSSARY OF TERMS The following is a glossary of frequently used abbreviations or acronyms that are found in this report: Term Definition ACE ..... Atlantic City Electric Company ACO ..... Administrative Consent Order AEE ..... Atlantic Energy Enterprises, Inc. AEI ..... Atlantic Energy, Inc. or the Company AET ..... Atlantic Energy Technology, Inc. AGI ..... Atlantic Generation Inc. ASP ..... Atlantic Southern Properties ATS ..... Atlantic Thermal Systems, Inc. BPU ..... New Jersey Board of Public Utilities BWR ..... Boiling water reactor CAAA .... Clear Air Act Amendments CAFRA ... New Jersey Coastal Area Facility Review Act CCI ..... CoastalComm Inc. CERCLA .. Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 CON ..... Certificate of Need CORP .... New Jersey Commission on Radiation Protection CQIPS ... 8.25% Cumulative Quarterly Income Preferred Securities DOE ..... U. S. Department of Energy DRBC .... Delaware River Basin Commission EFNAA ... Electric Facilities Need Assessment Act EMF ..... Electric and magnetic fields EPA ..... Environmental Protection Agency EPAct ... Energy Policy Act of 1992 FERC .... Federal Energy Regulatory Commission GE ...... General Electric Company Hope Creek .. Hope Creek Nuclear Generating Plant HSW ..... Harrisburg Steam Works, Ltd. IGM ..... Interstate Gas Marketing IPP ..... Independent power producer ISO ..... Independent System Operator KW ...... Kilowatt-hours LEC ..... Levelized Energy Clause LLRW .... Low-level radioactive waste LLRWPA .. Low Level Radioactive Policy Act MTC ..... Market Transition Charge MTN ..... Medium Term Notes MW ...... Megawatt NJEDA ... New Jersey Economic Development Authority NJDEP ... New Jersey Department of Environmental Protection NJPDES .. New Jersey Pollution Discharge Elimination System NPDES ... National Pollution Discharge Elimination System - ii - GLOSSARY OF TERMS, cont'd NOx ..... Nitrogen Oxide NPDES ... National pollution discharge elimination system NRC ..... Nuclear Regulatory Commission NUG ..... Nonutility generators NWPA .... Nuclear Waste Policy Act OTRA..... Off-Tariff rate agreements PCCA .... Paxton Creek Cogeneration Associates Peach Bottom .. Peach Bottom Atomic Power Station PE ...... PECO Energy Company PJM ..... Pennsylvania-Jersey-Maryland Interconnection Assoc. Plan .... New Jersey Energy Master Plan, Draft Phase II PP&L .... Pennsylvania Power & Light Company PS ...... Public Service Electric and Gas Company PUHCA ... Public Utility Holding Company Act of 1935 PURPA ... Public Utility Regulatory Policy Act PWR ..... Pressurized water reactor RCRA .... Federal Resource Conservation and Recovery Act of 1976 Salem ... Salem Nuclear Generating Station SALP .... Systematic Assessment of Licensee Performance SARA .... Superfund Amendments and Reauthorization Act of 1986 SEC ..... Securities and Exchange Commission SERT .... Significant event response team SIP ..... State implementation plans Spill Act ... New Jersey Spill Compensation and Control Act - iii - PART I ITEM 1 BUSINESS General Atlantic Energy, Inc. (AEI or the Company), the principal office of which is located at 6801 Black Horse Pike, Egg Harbor Township, New Jersey, 08232-4130, telephone 609-645-4500 was organized under the laws of New Jersey in August 1986. The Company is a public utility holding company as defined in the Public Utility Holding Company Act of 1935 (PUHCA), and has claimed an exemption from substantially all of the provisions of the 1935 Act. For a complete description of the Company and its subsidiaries, see Note 1 of the Notes to Consolidated Financial Statements herein. Principal cash inflows of the Company include the receipt of dividends from Atlantic City Electric Company (ACE) and loans outstanding from a revolving credit and term loan facility established by AEI in September 1995. As of December 31, 1996, AEI has $37.6 million outstanding under such facility. Principal cash outflows of the Company in 1996 were primarily for the payment of dividends to common shareholders. ACE, which has a wholly-owned subsidiary, Deepwater Operating Company, is the principal subsidiary of the Company and is engaged in the generation, transmission, distribution, and sale of electric energy in the southern part of New Jersey. ACE's principal office is located at 6801 Black Horse Pike, Egg Harbor Township, New Jersey, 08232-4130, telephone 609-645-4100, and was organized under the laws of New Jersey on April 28, 1924, by merger and consolidation of several utility companies. ACE is subject to regulation by the New Jersey Board of Public Utilities (BPU) and the Federal Energy Regulatory Commission (FERC). At December 31, 1996, ACE had over 475,000 customers and employed 1,466 persons, of which 633 were affiliated with a national labor organization. With the exception of a municipal electric system providing electric service within the municipal boundaries of the City of Vineland, New Jersey, ACE supplies electric service to the southern one-third of the State of New Jersey. ACE is a utility whose peak load normally occurs during the summer months. Approximately 29% of 1996 revenues were recorded during the quarter ended September 30, 1996. Pending Merger On August 12, 1996, the Boards of Directors of AEI and Delmarva Power & Light Company (Delmarva) jointly announced an agreement to merge the companies into a new company named Conectiv, Inc. Following the merger, AEI will be merged into Conectiv, which will become the parent of Delmarva and AEI as well as AEI's subsidiaries. The purpose of the proposed merger is to create a regional company from two companies that share a common vision of the strategic path necessary to succeed in the increasingly competitive utility and energy services marketplace. Following the approval of the merger by the shareholders of both companies on January 30, 1996, ACE and Delmarva filed applications with the New Jersey Board of Public Utilities (BPU), the Delaware Public Service Commission and the Virginia State Corporation Commission. The applications seek the approval of each state's commission, as soon as possible, or before December 31, 1997, to merge the two companies. The proposed merger is also subject to review by the Pennsylvania Public Utility Commission and the Maryland Public Service Commission with the request for approval expected to be filed before the end of the first quarter 1997. In addition to state regulatory approvals, the proposed merger requires the approval of the FERC, the Nuclear Regulatory Commission (NRC), the Securities and Exchange Commission (SEC), the U.S. Department of Justice and the Federal Trade Commission. Application was made to the FERC on November 27, 1996 and subsequently amended on March 7, 1997 to reflect the additional information required under FERC's Merger Policy Statement issued in December 1996. The target date for receiving all necessary approvals, fulfilling all other conditions of the Merger Agreement, and closing the merger is December 31, 1997. For further information regarding the pending merger, refer to Note 1 of AEI's Notes to Consolidated Financial Statements. Competition Competition exists and is expected to increase for certain electric energy markets historically served exclusively by regulated utilities. In recent years, changing laws and governmental regulations permitting competition from other utilities as well as nonregulated energy suppliers have prompted some customers to use self-generation or alternative sources to meet their electric needs. The transition from strictly regulated to competitive resale and retail markets is changing the structure of the utility industry and the way in which it conducts business. The Public Utility Regulatory Policy Act (PURPA) created a new class of generating facilities, operated by independent power producers (IPPs), and required electric utilities to purchase the excess power from each IPP. As a direct result of PURPA, ACE has long-term contracts with four such IPPs for the purchase of 579 megawatts (MWs) of capacity and energy and experienced a decline in its sales to industrial customers, three of which contracted with IPPs for their power supply. ACE has subsequently regained two such customers. The Energy Policy Act of 1992 (EPAct) represented another significant step toward deregulation of the electric utility industry. The EPAct facilitated development of the wholesale power market and increased competition between utility and non- utility generators (NUGs). The EPAct created a class of NUGs called exempt wholesale generators that would be exempt from certain PUHCA regulations. The EPAct also gave the FERC the authority to order open access to the transmission facilities of electric utilities and the wheeling of wholesale electric power. In April 1996, the FERC issued Order No. 888 "Promoting Wholesale Competition Through Open Access Non-Discriminatory Transmission Service by Public Utilities; Recovery of Stranded Costs by Public Utilities and Transmitting Utilities". The Order was designed to remove impediments to competition in the wholesale bulk power marketplace, to bring more efficient, lower cost power to electricity consumers, and provide an equitable means to transition the industry to the new environment. Under this Order, utilities that own, control or operate interstate transmission facilities are required to offer transmission services for wholesale energy transactions to others on a nondiscriminatory basis. Tariffs were established by the utilities for these services, under which a utility must also apply these tariffs to its own wholesale energy transactions. The Order also permits utilities to seek recovery of legitimate, prudent and verifiable unrecovered costs that become stranded as a result of providing open access transmission services pursuant to the Order. A utility may have been obligated to incur a cost on behalf of a customer(s) in the reasonable expectation of providing service and recovery of that cost. When the customer(s) no longer uses the utility for the service related to the cost, or there is a change in a regulator's recovery policy due to market forces concerning the cost, the cost may become stranded if the utility is precluded from recovery. As the electric utility industry transitions from a regulated to a competitive industry, utilities may not be able to recover certain costs which are known as "stranded" costs. Potential types of stranded costs could be (i) above-market costs associated with generation facilities or long term power purchase agreements and (ii) regulatory assets, which are expenses deferred and expected to be recovered from customers in the future. Flex-rate legislation promulgated into law in New Jersey in July 1995 allows the BPU, upon petition from any electric or gas utility, to adopt a plan of regulation other than the traditional rate base/rate of return regulation. In addition, on a case-by- case basis, the law allows utilities to petition the BPU for the right to offer customers, who meet certain conditions, off- tariff, discounted rates. The law provides for the recovery of up to 50 percent of the value of discounts in a subsequent base rate case if it can be adequately demonstrated that the discount benefits all ratepayers. A limited number of off-tariff pricing arrangements with ACE's customers have been made. Refer to "Results of Operations" in AEI's Management's Discussion and Analysis of Financial Condition and Results of Operations herein for further information regarding off-tariff rates (OTRAs). New Jersey Energy Master Plan On January 16, 1997, the BPU issued Draft Phase II of the New Jersey Energy Master Plan addressing wholesale and retail competition in New Jersey (the "Plan"). The Plan contains specific proposals for restructuring the electric power industry in the State of New Jersey. Beginning in October 1998, 5% of retail electric customer load of all classes (industrial, commercial and residential) would be given the ability to directly choose their electric power supplier. All customers would be phased-in, with the percentage increasing to 20% in April 1999, 35% in October 1999, 50% in April 2000, 75% in October 2000 and 100% in April 2001. The Plan suggests that retail competition in New Jersey be introduced approximately 12 to 18 months after the implementation of full wholesale competition as provided by FERC Order 888. The BPU proposes in its Plan that beginning October 1998, the costs for bundled electricity services, consisting of power generation, transmission, distribution and auxiliary customer services, such as metering and billing, be unbundled. Each electric utility, including ACE, would continue to be responsible for providing distribution service to all customers. Price and service quality for distribution service would continue to be regulated by the BPU. Other customer services would also continue to be offered by the electric utility, for a monthly fee, including metering, billing and account administration, which would also be regulated by the BPU. Transmission service would be provided by an Independent System Operator (ISO), which would be responsible for maintaining the reliability of the regional power grid. The ISO would be regulated by the FERC. The utility would continue to pass through the cost of transmission to customers in its regulated rates. The Plan also calls for further review of metering and billing in order to make recommendations for the long term related to introduction of competition into the customer services area. A distribution utility would be permitted to offer customer-side services, such as equipment repair and service contracts in a competitive marketplace. The Plan suggests that the BPU is committed to assuring that a fully competitive marketplace exists prior to the ending of its economic regulation of power supply. At a minimum, utility generating assets and functions must be functionally separated and operate at arms length from the transmission, distribution and customer service functions of the electric utility. The BPU reserves final judgment on the issue of requiring divestiture of utility generating assets until detailed analyses of the potential for market power abuses by utilities have been performed. In addition, the BPU believes that it is necessary to have a fully independent and operating ISO prior to the implementation of customer choice. The Plan would require each electric utility to file, no later than July 15, 1997, complete restructuring plans, stranded cost filings and unbundled rate filings. Review of the filings would be completed by October 1998. Consumer protections proposed in the Plan include maintaining the electric utility as a universal service or "basic generation service" provider; continued funding of social programs now provided by electric utilities; registration of all third party electric power suppliers with the BPU; establishment of standards of conduct for such third party suppliers; and continued funding for energy efficiency programs. The Plan proposes that utilities have an opportunity for a limited number of years to recover through rates stranded costs associated with generating capacity commitments made prior to the advent of competition. However, while the BPU proposes that the quantification of eligible stranded costs and a determination of stranded cost recovery should be undertaken on a case-by-case basis, the Plan recommends that there not be a guarantee for 100% recovery of all eligible stranded costs. The Plan provides that the opportunity for full recovery of such eligible costs is contingent upon and may be constrained by the utility meeting a number of conditions, including achievement of the goal of delivering a near term rate reduction to all customers of 5% to 10%. The Plan states that independent power contracts must be eligible for stranded cost recovery and strongly encourages all stakeholders to renew efforts to explore all reasonable means to mitigate independent power contracts. The Plan invites the FERC, the Congress and the New Jersey State Legislature to review the issue in order to provide an added impetus for parties to these contracts to seriously consider mitigation. With regard to utility-owned generation, the Plan states that the utility-owned generation costs permitted to be recovered in rates in the last base rate case prior to the Plan would be presumed to be eligible for recovery through a Market Transition Charge (MTC). Costs for utility generating plants incurred subsequent to the last base rate case of the utility would not be presumptively eligible for recovery through the MTC. The Plan further states that the BPU would entertain requests for recovery of such costs incurred after the conclusion of a utility's last base rate case; however, there would be a substantial shift in the burden of proof to be met by the utility to demonstrate that the utility had no more cost effective resource alternatives available to it at the time the commitment was made, which may include evidence of a market test. The BPU's Plan further states that utilities are obligated to take all reasonably available measures to mitigate stranded costs caused by the introduction of retail competition. The Plan notes that New Jersey is studying the "securitization" of stranded costs as a means of financing these costs at interest rates lower than the utility cost of capital, thereby helping to mitigate the rate impact of stranded cost recovery. A specific MTC would be established for each utility and would be a separate component of a customer's electric bill. The MTC would provide a mechanism to allow utilities the opportunity to recover stranded costs for a limited number of years, ranging from four to eight. Recovery of securitization may occur over a different period of time. The proposal also suggests that a cap may be imposed on the level of the MTC as a mechanism to achieve the goal of overall rate reduction. The Plan suggests the need for federal action in a number of areas as an integral part of electric restructuring. Of particular concern is the transport of nitrogen oxides and other pollutants to New Jersey from power plants located in the Midwest and Southeast. The Plan states that New Jersey will develop a contingency action plan if federal action fails to mitigate adverse environmental impacts caused by electric restructuring. The Plan states that the preliminary findings and recommendations contained therein are being released for the purpose of making the preliminary conclusions of the BPU concerning electric restructuring known and available to the State Legislature, the public, and interested parties, and for soliciting and receiving further public comments. After the analysis of the next round of public comments, the Plan states that the BPU intends to issue final findings and recommendations on electric industry restructuring in New Jersey to the Governor and the State Legislature for their consideration in April 1997. ACE is currently analyzing the BPU's Plan to determine its impact if adopted as drafted and intends to file its comments during the public comment period. ACE cannot predict what action will ultimately be taken by the BPU. If changes in the regulatory environment ultimately require a recognition of any amounts considered to be stranded costs, ACE, as the case may be, would be required to write down asset values, and such writedowns could be material. The effect of competition on the Company's equity from reductions in profit margins or extraordinary charges against income would reduce the amount of common equity in the capital structure and could result in lowered credit ratings on existing debt securities and higher corresponding financing costs. To the extent that additional equity capital is required, issuances of common stock may be necessary. To the extent that additional equity capital is required, the effect would be to reduce reported earnings per share, the amount of which ACE cannot presently determine. Other proposed regulatory and accounting changes have been suggested relating to matters at the state and Federal level which could have operating and financial implications for ACE. See "Regulation" and "Environmental Controls" herein for additional information and Note 10 of the accompanying Notes to Financial Statements herein. Nonutility Subsidiaries Atlantic Energy Enterprises, Inc. In January 1995, the Company formed a subsidiary, Atlantic Energy Enterprises, Inc. (AEE), a holding company, to which ownership of the existing nonutility businesses was transferred. Information regarding the principal assets and the results of operation of each these subsidiaries can be found in Note 6 of AEI's Consolidated Financial Statements. AEE's five-year business plan projects an investment of approximately $307 million primarily in Atlantic Thermal Systems, Inc. (ATS), Atlantic Generation, Inc. (AGI) and ATE Investment, Inc. (ATE). The amount of capital invested by AEE in these and other nonutility subsidiaries will be affected, to a large degree, by the rate of development of the respective businesses, by the business opportunities which may exist and by the opportunities for external financings by such subsidiaries. Atlantic Thermal Systems, Inc. AEE's wholly-owned subsidiary, ATS, commenced operations in 1994 and is engaged in the development and operation of thermal heating and cooling systems. Through a special purpose limited partnership, ATS currently provides heating and cooling service to six hotel/casinos located in Atlantic City under long-term requirements contracts, and is actively engaged in negotiations to provide comparable service to other large use commercial and institutional customers located in Atlantic City, New Jersey. This subsidiary is currently completing construction of a $60 million district heating and cooling production plant and distribution piping system. When completed in mid-1997, this system will produce steam and chilled water for distribution to a number of casino/hotel and other large use customers located in the Midtown region of Atlantic City. In April 1995, ATS filed a petition with the BPU for an Order declaring that ATS is not a public utility subject to the BPU's jurisdiction by reason of its business activities in Atlantic City. It is ATS' position that its service to a limited number of large use energy consumers does not invoke the requisite public interest that is a prerequisite to public utility classification. The petition is still pending final resolution. ATS has obtained $12.5 million for certain qualified equipment at the Atlantic City facility from the New Jersey Economic Development Authority (NJEDA). These funds are currently held in escrow pending resolution of the public utility issue. During 1997, ATS expects to apply for additional funds from the NJEDA and will seek to have the public utility issue restriction removed as a condition for use of the NJEDA funds. ATS is actively pursuing potential business opportunities throughout the United States. Depending on the degree of success that ATS will have in bringing these projects to completion, ATS anticipates the potential of an additional capital investment of $221.6 million over the next five years. Atlantic Generation, Inc. At December 31, 1996, AGI's activities were represented by partnership interests in three cogeneration power projects: Project Fuel Capacity Commercial Ownership Location Type Megawatt (MW) Operation Interest Pedricktown, New Jersey gas 117 1992 50% Vineland, New Jersey gas 46.5 1994 50% Binghamton, New York gas 50 1992 33% Subsidiaries of Tristar Ventures Corporation, a subsidiary of The Columbia Gas System, Inc. have partnership interests in the Pedricktown and Vineland projects. In addition to Tristar Ventures Corporation, Stone & Webster Development Corporation has a one-third partnership interest in the Binghamton project. In December 1996, the Boards of AEE and AEI authorized the restructuring of Binghamton which became effective in January 1997. Under the restructuring, the power purchase agreement with New York State Gas & Electric was sold to a third party and the project debt was retired. As a result of the restructuring, AGI recorded a loss from the sale of the Binghamton facility of $1.6 million, net-of-tax. The Pedricktown facility is hosted by a chemical manufacturer, currently a retail customer of ACE, and provides 116 MW of generating capacity to ACE. The Vineland facility is hosted by a food processor and provides 46.5 MW of capacity and related energy to the City of Vineland under a 25 year contract. AGI anticipates additional capital investments of $46.0 million over the next five years. ATE Investment, Inc. ATE provides financing to affiliates and manages a portfolio of $79.7 million in investments in leveraged leases of three commercial aircraft and two containerships. In August 1996, ATE joined with Safeguard Scientifics, Inc., an unaffiliated company, to create EnerTech Capital Partners, L.P., (EnerTech) an equity limited partnership to make, manage, own and supervise private equity investments in early-to-late stage energy-related growth companies. At December 31, 1996, EnerTech had invested $7.3 million in five such companies. ATE anticipates additional capital investment of $39.6 million over the next five years. Enerval, LLC In 1995, AEE and Cenerprise, a subsidiary of Northern States Power, established Enerval, LLC (Enerval), formerly known as Atlantic CNRG Services, LLC. AEE and Cenerprise each own 50 percent of Enerval. Enerval provides energy management services, including natural gas procurement, transportation and marketing. On February 1, 1996, Enerval acquired the natural gas marketing assets of Interstate Gas Marketing (IGM). IGM, which has offices in Scranton and Pittsburgh, Pennsylvania, markets natural gas to customers in the northeastern United States. Enerval has certain gas transportation agreements, which include obligations for the transportation of specified volumes of gas, or to make payments in lieu thereof. At December 31, 1996, Enerval was committed to approximately $3.4 million in such obligations under generally short-term contracts. For further information regarding AEI's nonutility subsidiaries, refer to Note 6 of the accompanying Notes to Financial Statements and to the Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operation herein. Construction and Financing ACE maintains a continuous construction program, principally for electric generation, transmission and distribution facilities. The construction program, including the estimates of construction expenditures, as well as the timing of construction additions, undergoes continuous review. ACE's construction expenditures will depend upon factors such as long-term load, customer growth, the effects of competition and retail wheeling, general economic conditions, the ability of ACE to raise the necessary capital, regulatory and environmental requirements, the availability of capacity and energy from utility and nonutility sources and the Company's return on such investments. Although deferrals in construction timing may result in near-term expenditure reductions, changes in capacity plans and general inflationary price trends could increase ultimate construction costs. Reference is made to "Energy Requirements and Power Supply" herein for information with respect to ACE's estimates of future load growth and capacity plans. The table below presents ACE's estimated cash construction costs for utility plant for the years 1997 through 1999: (Millions of Dollars) 1997 1998 1999 Total Nuclear Generating $ 9,615 $ 5,108 $ 5,677 $20,400 Fossil Steam Generating 8,961 8,750 17,070 34,781 Transmission and Distribution 46,135 45,614 42,844 134,593 General Plant 32,384 26,335 16,113 74,832 Combustion Turbine 2,400 11,175 5,275 18,850 Total Cash Construction Costs $99,495 $96,982 $86,979 $283,456 For additional information regarding construction of a district heating and cooling facility in Atlantic City, New Jersey refer to "Nonutility Subsidiaries" herein. ACE's debt securities are currently rates "A-/A3" by two major rating agencies. Its preferred stock is rated "BBB+/Baa1" and its commercial paper is rated "A-2/P2." One rating agency has recently placed ACE's ratings on Creditwatch with positive implications reflecting the proposed merger between AEI and Delmarva Power & Light Company. See Note 1 of the Notes to Consolidated Financial Statements for further information relating to the proposed merger. No assurances can be given that the ratings of ACE's securities will be maintained or continue at their present levels, or be withdrawn if such credit rating agency should, in its opinion, take such action. Downward revisions or changes in ratings of a company's securities could have an adverse effect on the market price of such securities and could increase a company's cost of capital. Rates ACE's rates for retail electric service are subject to the approval of the BPU. For information concerning changes in base rates and the levelized energy clause (LEC) for the years 1994 through 1996 and certain other proceedings relating to rates, see "Purchased Power" herein and Note 3 of the Company's Notes to Consolidated Financial Statements. A performance standard for ACE's five jointly-owned nuclear units was adopted in 1987 by the BPU, with certain aspects of the performance standards revised, effective January 1, 1990. Under the standard, the composite target capacity factor for such units is 70%, based upon the maximum dependable capacity of the units. The zone of reasonable performance (deadband) is between 65% and 75%. Penalties or rewards are based on graduated percentages of estimated costs of replacement power. Such amount is calculated monthly, utilizing the average PJM monthly billing rate as the cost basis for replacement power, to the boundaries of the deadband, with penalties calculated incrementally in steps. Any penalties incurred are not permitted to be recovered from customers and are required to be charged against income. Adjustments to rates based on the nuclear unit performance standard is done through ACE's annually adjusted LEC. The 1996 composite capacity factor for Peach Bottom and Hope Creek was 83.9%. Salem Units 1 and 2 have been out-of-service since May 16, 1995 and June 7, 1995, respectively. Based on an agreement among ACE, the NJ Division of Ratepayer Advocate and the Staff of the BPU, the performance of the Salem units was not to be included in the calculation of the composite capacity factor for the purpose of assessing a penalty. In addition, no penalty or reward would be imposed on ACE for the years 1995 and 1996 as part of such agreement. On February 27, 1997, the Coalition for Competitive Energy filed an appeal in the Superior Court of New Jersey, Appellate Division. The appeal was based on the BPU's Summary Decision and Order dated December 31, 1996 approving settlements regarding the rate treatment of the Salem Nuclear Generating Station and alleges, among other things, that the BPU's use of a Summary Order was illegal under the Administrative Procedure Act. ACE is unable to predict the outcome of this appeal. For further information concerning this agreement and Board Order and the Salem Station, refer to "Nuclear Generating Station Developments" herein and to Note 3 of the Company's Consolidated Financial Statements. On February 28, 1997, ACE filed a petition with the BPU requesting an increase in LEC revenues of $20 million for the period June 1, 1997 through May 31, 1998. Among other things, the filing includes the recovery of $29.5 million of previously deferred replacement power costs associated with Salem Units 1 and 2 and a deferral of $1.4 million in recoverable costs until ACE's next LEC period. ACE also requested that the BPU approve the proposed rates as provisional, in the event a final decision cannot be rendered by June 1, 1997. ACE cannot predict what action the BPU will take in this matter. Energy Requirements and Power Supply ACE's 1996 kilowatt-hour sales increased by approximately 3.6% over 1995 sales. Residential sales grew 3.2%; commercial sales grew 3.0%; and, industrial sales grew 7.1%. The 1996 Utility System Peak demand of 1,774 MWs occurred on August 23, 1996 and was 13.1% below the previous peak demand recorded on July 10, 1995 of 2,042 MWs. For the five year period beginning in 1997, ACE's estimate of projected compound annual sales growth is 3.5%, and peak load growth (weather adjusted) is 2.8%. Sales growth for the five year forecast period reflects the on-going and anticipated expansion of the Atlantic City casino-hotel and entertainment industries and the associated spin-off effects of stronger labor and housing markets in the region. ACE's energy sales forecast quantifies the expected consumption in ACE's traditional franchise area and does not reflect any potential developments regarding open retail access to competitive energy markets. ACE's forecast is adjusted for the effects of demand-side management programs, customer-initiated energy efficiency improvements and customers taking service under off-tariff rates. ACE has generally been able to provide for the growth of energy requirements through the capacity purchases from other utilities and nonutilities, joint ownership in larger units and construction of additional generating capacity. ACE's net summer installed capacity, at December 31, 1996, consisted of the following: Year(s) Net Station and Primary Unit(s) Capability Location Fuels Installed (MW) Deepwater Salem Co., N.J. Oil/Coal/Gas 1930/ 54.0 1954-1958 166.0 B.L. England Cape May Co., N.J. Coal/Oil 1962-1964/ 284.0 1974 155.0 Keystone Indiana Co., PA. Coal 1967-1968 42.0 (1) Conemaugh Indiana Co., PA. Coal 1970-1971 65.0 (1) Peach Bottom York Co., PA. Nuclear 1974 164.0 (1) Salem Salem Co., N.J. Nuclear 1977-1981 164.0 (1) Hope Creek Salem Co., N.J. Nuclear 1987 52.0 (1) Combustion Turbine Units Oil/Gas 1967-1991 524.0 (various locations) Diesel Units Oil 1961-1970 8.7 Firm Capacity Purchases and Sales-Net 707.0 (2) Total Generating Capability 2,385.7 ========== Notes (1) ACE's share of jointly-owned stations. See Note 5 of AEI's Notes to Consolidated Financial Statements. (2)Primarily consists of 125 MW from thirteen coal-fired units of PP&L and 579 MW from four nonutility suppliers. Certain of ACE's units at the Deepwater and B. L. England Stations and certain combustion turbine units have the capability of using more than one primary fuel type. In such instances, the use of a particular fuel type depends upon relative cost, availability and applicable environmental regulations and requirements. See Note 5 of the accompanying Notes to Financial Statements for additional information regarding capital and operating expenses of ACE's jointly-owned nuclear facilities. Power Pool and Interconnection Agreements ACE is a member of the Pennsylvania-New Jersey-Maryland Interconnection Association (PJM), an integrated power pool which coordinates the bulk power supply of eight electric utility companies in Pennsylvania, New Jersey, Delaware, Maryland, Virginia and the District of Columbia, and is interconnected with other major utilities in the northeastern United States. The member utilities coordinate generation/supply planning and own and control the bulk power transmission system in the region. As a member of PJM, ACE is required to plan for reserve capacity based on estimated aggregate PJM requirements allocated to member companies. ACE periodically files its capacity addition plans with PJM which are intended to meet forecast capacity and reserve obligations. ACE is also a party to the Mid-Atlantic Area Coordination Agreement, which provides for coordinated planning of generation and transmission facilities by the companies included in PJM. Further coordination of short-term power supply planning is provided by inter-area agreements with adjacent power pools. PJM currently operates on the basis of reliability of service and operating economy whereby generating units are subject to central dispatch, from order of lowest operating cost to highest cost. In July 1996, ACE, together with other regional mid-Atlantic utilities, filed with the FERC, a restructuring plan designed to establish a new wholesale energy market. The plan proposed to 1) create an independent system operator, a nonprofit corporation with an independent board of directors, to manage the PJM Power Pool's energy market and transmission operation; 2) establish a spot-energy market open to any buyer or seller and provide utilities, nonutility power generators and wholesale energy brokers comparable pool-wide transmission service; 3) provide for bilateral energy arrangements, and 4) allow load-serving entities within the PJM control area to share generating capacity reserves and provide mutual assistance during emergencies. The restructuring plan was designed to meet the FERC requirements of Order 888 to functionally unbundle transmission services. PECO Energy Company (PE), also a member of the PJM, filed a competing proposal to FERC. While both proposals outlined the establishment of an ISO, there were a number of differences between the proposals. FERC failed to accept either proposal as filed, set a deadline of December 31, 1996 for resubmission of the filing and suggested that all parties achieve consensus around certain issues concerning reliability, savings to ratepayers, market access, etc. In compliance with the FERC, ACE filed an interim proposal with PE and other members of the PJM. On February 28, 1997, FERC issued an order approving the implementation of the restructuring proposed by the PJM companies, on an interim basis, with an exception noted in the area of congestion pricing. FERC plans to hold a technical conference on the issue of congestion pricing. Implementation of the interim guidelines is expected to occur by April 1, 1997. A final proposal is to be submitted by May 31, 1997, which will address remaining ISO issues and congestion pricing. Power Purchases and Sales ACE is currently purchasing 125 MW of capacity and energy from PP&L coal-fired sources. By letter dated March 16, 1995, the Company notified PP&L that this capacity and energy sales agreement will be terminated effective March 1998. To replace the PP&L arrangement, the Company has signed a letter of intent with PECO Energy (PE) for the purchase of 125 MWs of capacity and energy for the period beginning March 16, 1998 through May 31, 2000. A second agreement with PE, subject to the approval of the BPU, arranges for the purchase of 175 MWs of capacity and energy beginning in June 1999 through May 2009. ACE also has agreements with certain other electric utilities for the purchase of short- term generating capacity, energy and transmission capacity on an as-needed basis, which are utilized to the extent they are economic and available. Bulk Power Marketing As a result of the developing wholesale bulk power market, in 1996, ACE applied to, and was approved by, the FERC to trade wholesale electric power in the United States. In the course of this business, ACE enters into commitments to buy and sell power. At December 31, 1996, ACE has agreements to purchase from unaffiliated companies energy associated with 1,740 MW of capacity. At December 31, 1996, these purchases result in commitments of approximately $11.4 million through 1997. The duration of each of these contracts does not exceed three months. Capacity Planning The Electric Facilities Need Assessment Act (EFNAA) requires public utilities in the State of New Jersey to obtain a Certificate of Need (CON) prior to constructing any electric power generating unit or combination of units at a single site with a combined capacity of 100 MW or more of any electric generating units added to an existing generating facility which will increase its installed capacity by 25% or by more than 100 MW, whichever is smaller. In addition, New Jersey utilities are required to comply with a stipulation of settlement approved by the BPU in July 1988 the purpose of which is to procure future capacity and energy from qualified cogeneration and small power production facilities through an annual competitive bidding process, based on a long-term capacity plan. The amount to be bid upon is subject to BPU review and will be based upon such factors as a utility's five year projected capacity needs and its current generating capacity, service life extension plans for existing units, new construction, power purchases and commitments from other utilities and nonutility sources. The stipulation of settlement referred to above was due to expire on September 15, 1993. Similarly, the CON was set to expire on January 30, 1994. Since no processes were in place to replace the CON, the New Jersey Department of Environmental Protection (NJDEP) readopted the legislation and extended it through January 28, 1999. ACE, pursuant to the terms of the July 1988 stipulation, filed data with the BPU in September 1996 covering the 15 year period from 1996 through 2010. The filing indicated that ACE did not require additional capacity until 2000 when the need would be met with combined cycle units and/or power purchases. The ongoing outage of the Salem units has reduced ACE's installed generating capacity and has required ACE to secure additional capacity, sufficient to meet PJM reserve requirements. Assuming the return of the Salem units in 1997, ACE's installed capacity and capacity purchase arrangements for 1997-1999 are expected to be sufficient to supply its share of PJM reserve requirements during that period. On an operational basis, ACE expects to be able to continue to meet the demand for electricity on its system through operation of available equipment and by power purchases. However, if periods of unusual demand should coincide with forced outages of equipment, ACE could find it necessary at times to reduce or curtail load in order to safeguard the continued operation of its system. The BPU's Energy Master Plan, Draft Phase II report, recommends that, concurrent with the transition to a competitive retail electric marketplace, the EFNAA be repealed. In addition, the Plan also suggests that in order to provide for an orderly transition to a competitive market, the local distribution utility should be assigned the responsibility of providing basic generation service. This basic generation service will apply to service for any customer 1) who has not notified the distribution company of an alternative supplier and 2) who is dropped by its alternative supplier for any reason, including non-payment. As the 'provider of last resort', ACE will be required to draft a basic generation service plan with greater uncertainty as to how large this customer group will be. See Note 10 of the accompanying Notes to Consolidated Financial Statements herein for additional information. Nonutility Generation Additional sources of capacity for use by ACE are made available by nonutility sources, principally cogenerators. ACE currently has four, BPU-approved power purchase agreements for the purchase of capacity and energy from nonutility sources under the standard offer methodology developed and approved by the BPU in August 1987 and as previously discussed. Project Fuel MW Date of Location Type Provided Commercial Operation Chester, solid Pennsylvania waste 75 September 1991 Pedricktown, New Jersey gas 116 March 1992 Carney's Point, New Jersey coal 188 March 1994 Logan Township, New Jersey coal 200 September 1994 Total 579 Amendments to the agreements between ACE and the sponsors of the Logan and Pedricktown facilities have restructured ACE's payment for capacity and energy reducing the energy component of such payments. The amendment to the agreement between ACE and the sponsors of the Pedricktown facility, which includes an affiliate of ACE, also increased the available capacity of the facility from 106 MW to 116 MW and returned the project's thermal host to ACE as a retail customer effective November 1995. Nuclear Generating Station Developments ACE is a joint owner of the Hope Creek and Salem Nuclear Generating Stations, to the extent of 5% and 7.41%, respectively. The Hope Creek Unit and Salem Units 1 and 2 are located adjacent to each other in Salem County, New Jersey and are operated by PS. ACE is also a joint owner of 7.51% of Peach Bottom Units 2 and 3, which are located in York County, Pennsylvania and are operated by PE. See Note 5 of AEI's Notes to Consolidated Financial Statements for additional information relating to the Company's investment in jointly-owned generating stations. In 1996, nuclear generation provided 15% of ACE's total energy output. The approximate capacity factors (based on maximum dependable capacity ratings) for ACE's jointly-owned units for 1995 and 1996 were as follows: Unit 1996 1995 Salem Unit 1 0.0% 26.0% Salem Unit 2 0.0% 20.8% Peach Bottom Unit 2 79.8% 95.8% Peach Bottom Unit 3 98.2% 88.2% Hope Creek 74.6% 78.2% See "Salem Station" below for additional information on operating performance at Salem. ACE has been advised that the Nuclear Regulatory Commission (NRC) has raised concerns that the Thermo-Lag 330 fire barrier systems used to protect cables and equipment at the Peach Bottom Station may not provide the necessary level of fire protection and has requested licensees to describe short- and long-term measures being taken to address this concern. ACE has been advised that PE has informed the NRC that it has taken short-term corrective actions to address the inadequacies of the Thermo-Lag barriers installed at Peach Bottom and is participating in an industry-coordinated program to provide long-term corrective solutions. By letter dated December 21, 1992, the NRC stated that PE's interim actions were acceptable. PE has advised ACE that PE has been in contact with the NRC regarding PE's long-term measures to address Thermo-Lag fire barrier issues. In 1995, PE completed its engineering re-analysis for Peach Bottom. The re-analysis identified proposed modifications to be performed over the next several years in order to implement the long-term measures addressing the concern over Thermo-Lag use. ACE has been advised that in 1990 General Electric Company (GE) reported that crack indications were discovered near the seam welds in the core shroud assembly in a GE boiling water reactor (BWR) located outside the United States. As a result, GE issued a letter requesting that the owners of GE BWR plants take interim corrective actions, including a review of fabrication records and visual examinations of accessible areas of the core shroud seam welds. Both Peach Bottom Units 2 and 3 and Hope Creek are affected by this issue and both PE and PS are participating in the GE BWR Owners Group to evaluate this issue and develop long-term corrective action. In June 1994, an industry group was formed and subsequently established generic inspection guidelines which were approved by the NRC. PE has advised ACE that Peach Bottom 3 was last examined during its fall 1995 refueling outage and the extent of the cracking identified was determined to be within industry-established guidelines. In a letter to the NRC dated November 3, 1995, PE concluded that there is a substantial margin for each core shroud weld to allow for continued operation of Unit 3. PE has also advised ACE that Peach Bottom 2 was reinspected during its 1996 refueling outage. The examinations disclosed that while additional minor flaw indications were discovered, PE concluded, and the NRC concurred, that neither repair nor modification to the core shroud was necessary prior to restarting the reactor. At the Hope Creek Unit, PS advised ACE that during the spring 1994 refueling outage, PS inspected the shroud of Hope Creek in accordance with GE's recommendations and found no cracks. PS reports that due to the age and materials of the Hope Creek shroud and the historical maintenance of low conductivity water chemistry, Hope Creek has been placed in the lowest susceptibility category under industry-established guidelines. Hope Creek must undergo another shroud inspection during its next refueling outage in 1997, or install a preemptive repair that would maintain the structural integrity of the shroud under all normal and design basis accident conditions for the remaining life of the plant. ACE cannot predict what further action will be taken with regard to these units or what long-term corrective actions, if any, will be identified. In a separate matter, PS has advised that as a result of several BWRs experiencing clogging of some emergency core cooling system suction strainers, which supply water from the suppression pool for emergency cooling of the core and related structures, the NRC issued a Bulletin in May 1996 to operators of BWRs requesting that measure be taken to minimize the potential for clogging. The NRC has proposed three resolution options, with a request that actions be completed by the end of the unit's first refueling outage after January 1997. Alternative resolution options will be subject to NRC approval. PS has advised ACE that PS has responded to the NRC, indicating its intention to comply with the Bulletin, and expects to submit its planned actions and schedules for Hope Creek after the NRC approves a utility resolution guidance document. PE has advised ACE that large capacity passive strainers will be installed at Peach Bottom Units 2 and 3 during their next refueling outages in September 1998 and September 1997, respectively. ACE, PE or PS cannot predict what actions, if any, the NRC may take in this matter. PS has advised ACE that in October 1996, PS, along with other nuclear plant owners, received a request for information regarding the adequacy and availability of each plant's design bases data. The NRC is requiring that information be submitted under oath and affirmation to provide it added confidence and assurance that all nuclear units are operated and maintained within the design bases of the facilities and that any deviations are reconciled in a timely manner. PS advised ACE that PS responded to the NRC's request on February 11, 1997 with a detailed description of ongoing activities and new initiatives to ensure that Salem and Hope Creek are operated and maintained within their design bases. Since the information which was submitted will be used by the NRC to determine follow-up inspection activity or potential enforcement actions, neither ACE, nor PS, can predict at this time what impact the NRC's request will have. ACE has been advised by PS that in August 1996, the NRC conducted an investigation of the Physical Security Program for Salem and Hope Creek. Based on the results of that inspection, apparent violations were identified. On December 11, 1996, PS received a $100,000 civil penalty for two severity level III violations. Three severity level IV violations were received with no civil penalty. PS has advised ACE that PS will not dispute these violations. ACE has been advised that on December 11, 1996, PS received a severity level II violation and an $80,000 civil penalty from the NRC for apparent violations which occurred in 1993 and early 1994, involving alleged discrimination against two employees for their engagement in protected activities in accordance with federal regulations. PS has advised ACE that PS will not dispute this violation. As previously reported, PS, operator of the Salem and Hope Creek Nuclear Generating Stations and PE, operator of the Peach Bottom Atomic Power Station, announced on June 24, 1996 the commissioning of a study to investigate competitive alternatives to the current independent nuclear power plant operations of the two companies. The goal of the study is to determine viable alternatives to permit diversification of financial risks and reduction of costs for both companies in order to increase competitiveness. PE has advised that a preliminary draft of the study indicates opportunities for risk diversification, performance improvement and cost savings. PE indicates further review will take place, the timing of which is unknown. The periodic review and evaluation of nuclear generating station licensees conducted by the NRC is known as the Systematic Assessment of Licensee Performance (SALP). Under the revised SALP process, ratings are assigned in four assessment areas, reduced from seven assessment areas: Operations, Maintenance, Engineering and Plant Support (the Plant Support area includes security, emergency preparedness, radiological controls, fire protection, chemistry and housekeeping). Ratings are assigned from "1" to "3", with "1" being the highest and "3" being the lowest. Salem Station ACE is a 7.41% owner of Salem Nuclear Generating Station (Salem) operated by PS. Salem consists of two 1,106 MW pressurized water nuclear reactors (PWR) representing 164 MWs of ACE's total installed capacity of 2,385.7 MW. The NRC's most recent SALP report for the Salem Station for the period covering June 20, 1993 through November 5, 1994 was issued on January 3, 1995. The NRC assigned ratings of "1" in the functional area of Plant Support, "2" in the area of Engineering and "3" in the areas of Operations and Maintenance. Due to the current outage at Salem, described below, the end of the current SALP period has not yet been determined. As previously reported, Salem 1 and 2 have been out of service since May 16, 1995 and June 7, 1995, respectively. During these outages, ACE has been advised that PS has made significant changes and improvements related to the people, processes and equipment at Salem to improve the long-term reliability of the units. ACE has been advised by PS that Salem Unit 2 is in the final stage of preparation for restart. The reactor has been refueled and reassembled and the reactor coolant pumps have been tested and placed in service. Over 90% of the total work activities have been completed and approximately 80% of the plant systems have been restored. The unit is scheduled to enter Mode 4 in March 1997 which will allow additional testing to be performed in preparation for start-up. During the course of these outages, PS has also been required to address certain generic issues applicable to nuclear power plants, which have also affected the length of the outages. ACE was advised by PS that a Generic Letter from the NRC identified an issue that impacted the Salem Unit 2 startup schedule. This Generic Letter (96-06) requested all nuclear utilities, including PS, to review systems for potential waterhammer events (hydrodynamic stress caused by steam formation in a piping system) and the impact that these events could have on the system's safety function. PS reported that in order to address the concerns of Generic Letter 96-06, modifications were necessary to the containment fan coil units of Salem Units 1 and 2, which provide containment air cooling. As a result of these modifications and the time required for NRC acceptance of PS's proposed resolution of these issues, PS reported that the expected start-up of Salem Unit 2 will be in the second quarter of 1997. PS has advised ACE that Salem Unit 1 is now expected to return to service in the Fall of 1997, after replacement of the unit's four steam generators, which was required in order to correct a generic problem with certain PWRs. All four of the original generators have been removed from the containment structure and two have been shipped offsite for disposal at the Barnwell, South Carolina low-level radioactive waste burial facility. The remaining two will be shipped offsite in the near future. Installation of all four replacement steam generators is scheduled to be complete in March 1997. Salem Unit 1 will also require modifications similar to Salem Unit 2 to respond to Generic Letter 96-06, but PS advises that such modifications are not expected to further delay that unit's return to service. On January 29, 1997, PS advised ACE that the NRC held a public meeting and identified Salem Units 1 and 2 as Category 2 plants placed on the "NRC Watch List". In the press release, the staff of the NRC announced that the decision to place the Salem units on the Watch List was not based on any recent performance problems or decline. In addition, the staff believes that Salem's efforts to achieve needed improvements are correctly targeted and that the NRC is satisfied with the licensee's overall approach. However, the staff noted that Salem should have been placed on the Watch List previously because of Salem's past safety performance. The staff also indicated that the agency increased its attention and resources at Salem commensurate with a Watch List plant. The staff concluded that, notwithstanding the improvements at Salem, it would not have been removed from the Watch List at this time had it been previously identified because it has yet to demonstrate a period of safe performance at power. A Category 2 facility is a plant that is authorized to operate but that the NRC will monitor closely. A plant will remain in this category until the licensee either demonstrates a period of improved performance, or until a further deterioration of performance results in the plant being shutdown until the licensee can demonstrate that adequate programs have been established and implemented to ensure substantial improvement. Restart of the units is subject to completion of the requirements of the restart plan to the satisfaction of PS and the NRC, which encompasses a review and improvement of personnel, process and equipment issues. On January 14, 1997, U.S. Senator Joseph Biden of Delaware wrote to the NRC to request that the full Commission vote on the decision to restart Salem, rather than permit the NRC staff to authorize the restart under applicable NRC rules. By letter to Senator Biden dated February 20, 1997, the NRC advised that it would not require a full commission vote on Salem restart. On February 27, 1996, the Salem co-owners filed a Complaint in United States District Court for the District of New Jersey against Westinghouse Electric Corporation, the designer and manufacturer of the Salem steam generators, under state and federal RICO statutes alleging fraud, negligent misrepresentation and breach of contract. The Westinghouse complaint seeks compensatory and punitive damages. Subsequently, Westinghouse filed a counterclaim of $2.5 million for unpaid work. The litigation is now in the process of discovery and investigation. While ACE cannot predict the outcome of this litigation, the co- owners are aggressively pursuing the claim. ACE has been advised that on October 5, 1995, PS declared an alert at Salem Unit 1. The event involved a problem with the overhead annunciator panel in the Unit 1 control room. PS had chartered a significant event response team (SERT) to investigate the event, determine the root causes and suggest corrective actions. Simultaneously, the NRC formed a special inspection team to investigate the event during the period October 6 through October 18. What actions the NRC might take, if any, cannot be determined at this time. At the time of the event there was no fuel in the reactor, no release of radiation and no danger to the public or on-site personnel. For information concerning 1) the BPU's 1996 investigation into the ongoing Salem outage, 2) capital, operations and maintenance costs associated with Salem Units 1 and 2, and 3) the effects of the Salem outage on operations, see Notes 3 and 10 of the Company's Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations, respectively. Hope Creek Station ACE is a 5% owner of Hope Creek Nuclear Generating Station (Hope Creek) which is operated by PS. ACE has been advised that Hope Creek completed its sixth refueling and maintenance outage in March 1996. PS advised ACE that on December 24, 1996, the NRC issued its latest periodic SALP report for Hope Creek for the period between April 23, 1995 to November 9, 1996. The NRC noted that overall performance improved during the SALP period, after a significant decline in performance that occurred early in the period. Further, the NRC noted that PS's actions to address the areas of concern, once identified, were comprehensive and generally effective. Three areas, Operations, Maintenance and Engineering, were each rated Category 2, as they had been in the previous SALP rating. Improvements were noted in these areas with most of the improvement in Operations and Maintenance occurring later in the period. The fourth area, Plant Support, was also rated Category 2, a decline from the previous SALP rating due to problems principally with security, radiation protection and emergency preparedness implementation. Weaknesses in communication contributed to performance issues across the organization. Peach Bottom Station ACE is a 7.51% owner of Peach Bottom Atomic Power Station (Peach Bottom) operated by PE. ACE has been advised that PE successfully completed a scheduled refueling and maintenance outage in November 1996. ACE has also been advised that on January 19, 1996, the NRC issued its SALP report for the Peach Bottom Station for the period covering May 1, 1994 through October 14, 1995. The NRC assigned ratings of "1" in the functional areas of Plant Operations, Maintenance and Plant Support. Engineering received a rating of "2". The NRC found continued improvement in performance during the period. Operator performance continued to be a strength, as well as operations management oversight. Effective engineering management actions to improve the overall self-assessment and system performance were noted, as well as good management oversight activities. Response to emerging issues, equipment problems and event related issues were noted as particularly strong. However, lapses in the quality of technical work and in modification implementation indicated inconsistent performance, and resulted in a repeat rating of "2" for the Engineering area. ACE has been advised that PE will be taking actions to address weaknesses discussed in the SALP Report. An NRC inspection of the implementation of the Peach Bottom Maintenance Rule Program was conducted on August 5 through 9, 1996. During that inspection, an apparent violation of NRC requirements was identified involving the failure to establish adequate performance criteria for the determination of appropriate preventive maintenance. An enforcement conference was held on November 15, 1996 to discuss the apparent violation and for PE to present its plan to respond to the associated issues. On January 3, 1997, the NRC issue the violation, exercising enforcement discretion by not assessing an associated civil penalty. During the subject routine NRC Resident Inspector's inspection for the period of July 7 through September 7, 1996, an apparent violation of NRC requirements was identified involving inadequate engineering analysis of control circuitry and load sequencing of the plant's emergency diesel generators. An enforcement conference was held on December 11, 1996 to discuss the issue and PE's response to it. On December 27, 1996, the NRC issued one violation with no associated civil penalty. Fuel Supply ACE's sources of electrical energy (including power purchases) for the years indicated are shown below: Source 1996 1995 1994 Coal 28% 33% 29% Nuclear 15% 19% 23% Oil/Natural Gas 2% 3% 7% Interchange and Purchased Power 35% 21% 24% Nonutility 20% 24% 17% The prices of all types of fuels used by ACE for the generation of electricity are subject to various factors, such as world markets, labor unrest and actions by governmental authorities, including allocations of fuel supplies, over which ACE has no control. Oil Residual oil and distillate oil for ACE's wholly-owned stations are furnished under two separate contracts with a major fuel supplier. ACE has a contract for the supply of 1.0% sulfur residual oil for both Deepwater and B. L. England Stations and for distillate oil sufficient to supply ACE's combustion turbines. Both contracts expire October 31, 1997. See "Environmental Controls-Air" for information concerning the use of particular fuels at B. L. England Station. On December 31, 1996, the oil supply at Deepwater Station was sufficient to operate Deepwater Unit 1 for 24 days, and the supply at B. L. England Station was sufficient to operate Unit 3 for 42 days. Coal ACE has contracted with one supplier for the purchase of 2.6% sulfur coal for B. L. England Units 1 and 2 through April 30, 1999. On December 31, 1996, the coal inventory at the B. L. England Station was sufficient to operate Units 1 and 2 for 60 days. See "Environmental Controls-Air" herein for additional information relating to B.L. England Station. ACE has contracted with one supplier for the purchase of 1.0% sulfur coal for Deepwater Unit 6/8 through June 30, 2001. On December 31, 1996, the coal inventory at Deepwater Station was sufficient to operate Unit 6/8 for 54 days. The Keystone and Conemaugh Stations, in which ACE has joint ownership interests of 2.47% and 3.83%, respectively, are mine- mouth generating stations located in western Pennsylvania. The owners of the Keystone Station have a contract through 2004, providing for a portion of the annual bituminous coal requirements of the Keystone Station. A combination of long and short term contracts provide for the annual bituminous coal requirements of the Conemaugh Station. To the extent that the requirements of both plants are not covered by these contracts, coal supplies are obtained from local suppliers. As of December 31, 1996, Keystone and Conemaugh had approximately a 24 day supply and a 34 day supply of coal, respectively. Gas ACE is currently capable of firing natural gas in six combustion turbine peaking units and in two conventional steam turbine generating units. ACE has entered into a firm electric service tariff with the local distribution company for the supply of natural gas to its units. The tariff provides for the payment of certain commodity and demand charges. Portions of the gas supply are obtained from the spot market under short term renewable gas supply and transportation contracts with various producers/suppliers and pipelines. Nuclear Fuel As a joint-owner of the Peach Bottom, Salem and Hope Creek generating units, ACE relies upon the respective operating company for arrangements for nuclear fuel supply and management. ACE is responsible for the costs thereof to the extent of its particular ownership interest through an arrangement with a third party. Generally, the supply of fuel for nuclear generating units involves the mining and milling of uranium ore to uranium concentrate, conversion of the uranium concentrate to uranium hexafluoride, enrichment of uranium hexafluoride gas, conversion of the enriched gas to fuel pellets and fabrication of fuel assemblies. After spent fuel is removed from a nuclear reactor, it is placed in temporary storage for cooling in a spent fuel pool at the nuclear station site. Under the Nuclear Waste Policy Act of 1982 (NWPA), the Federal government has a contractual obligation for transportation and ultimate disposal of the spent fuel. See Note 12 of the accompanying Notes to Consolidated Financial Statements for financing arrangements for nuclear fuel. ACE has been advised by PE, operator of the Peach Bottom units, that it has contracts for uranium concentrates to fully operate Peach Bottom Units 2 and 3 through 2002. ACE has been advised by PS, operator for the Salem and Hope Creek Stations, that it has arrangements which are expected to provide sufficient uranium concentrates to meet the currently projected requirements of the Salem and Hope Creek units fully through the year 2001 and, thereafter, 50% of the requirements through 2003. ACE has been advised that neither PE, nor PS, anticipate any difficulties in obtaining its requirements for uranium concentrates. PE advises that its contracts for uranium concentrates will be allocated to the Peach Bottom units, and other PE nuclear facilities in which ACE has no ownership interest, on an as-needed basis. PE and PS report contracts for the following segments of the nuclear fuel supply cycle with respect each of the joint-owned units through the following years: Nuclear Unit Conversion Enrichment Fabrication Peach Bottom Unit 2 (1) (2) 1999 Peach Bottom Unit 3 (1) (2) 2000 Salem Unit 1 2001 (3) 2004 Salem Unit 2 2001 (3) 2005 Hope Creek 2001 (3) 2000 (1) 100% of conversion services for Peach Bottom through 2001 and at least 60% of the conversion services requirements are covered through 2002. PE does not anticipate any difficulty in obtaining necessary conversion services for Peach Bottom. (2) Contractual commitments for enrichment services for Peach Bottom with the Unites State Enrichment Corporation represent 100% of the enrichment services through 2004. PE does not anticipate any difficulty in obtaining necessary enrichment services for Peach Bottom. (3) Contractual commitments for 100% of enrichments requirements through 1998, approximately 50% through 2002; and approximately 30% through 2004. PS does not anticipate difficulties in obtaining necessary enrichment service for the Salem and Hope Creek units. There are no commercial facilities for the reprocessing of nuclear fuel currently in operation in the United States, nor has the NRC licensed any such facilities. PE currently stores all spent nuclear fuel from its nuclear generating facilities in on- site, spent-fuel storage pools. Spent-fuel racks at Peach Bottom have storage capacity until 2000 for Unit 2 and 2001 for Unit 3. Options for expansion of storage capacity at Peach bottom, including rod consolidation, has been investigated. ACE has been advised by PS that as a result of reracking the two spent-fuel pools at Salem, the spent-fuel storage capability of Salem Units 1 and 2 is estimated to be 2008 and 2012, respectively. The Hope Creek pool is also fully racked and it is conservatively expected to provide storage capacity until 2006. In conformity with the NWPA, PS and PECO, on behalf of the co-owners of the Salem and Hope Creek, and Peach Bottom stations, respectively, have entered into contracts with the U.S. Department of Energy (DOE) for the disposal of spent nuclear fuel from those stations. Under these contracts, the DOE is to take title to the spent fuel at the site, then transport it and provide for its permanent disposal at a cost to utilities based on nuclear generation, subject to such escalation as may be required to assure full cost recovery by the Federal government. Under NWPA, the DOE was to begin accepting spent fuel for permanent offsite storage no later than 1998, but it is possible that such storage may be delayed indefinitely. ACE has been advised that the DOE has stated that it would not be able to open a permanent, high-level nuclear waste storage facility until 2015, at the earliest. In July 1996, the Circuit Court for the District of Columbia decided that the DOE has a legal obligation to begin to accept spent fuel in January 1998. The DOE chose not to appeal this ruling. The U.S. Senate passed an amendment to the NWPA that would have required the DOE to construct an interim storage facility which would accept spent nuclear fuel from utilities beginning in 1998 or soon thereafter. The U.S. House of Representatives did not vote on the legislation. The bill has been reintroduced for consideration in 1997. Although progress is being made at the Yucca Mountain site and several communities have expressed interest in providing a temporary storage site, it is unknown when the temporary federal storage facilities or permanent repository will become available. The DOE is exploring options to address delays in the currently projected waste acceptance schedules. The options under consideration include offsetting a portion of the financial burden associated with the costs of continued on-site storage of spent fuel after 1998. Nuclear Decommissioning The Energy Policy Act states, among other things, that utilities with nuclear reactors must pay for the decommissioning and decontamination of the DOE nuclear fuel enrichment facilities. The total costs are estimated to be $150 million per year for 15 years, of which ACE's share is estimated to be $8.5 million. The Act provides that these costs are to be recoverable in the same manner as other fuel costs. ACE has recorded a liability of $5.3 million and a related regulatory asset of $5.7 million for such costs at December 31, 1996. ACE made its first payment related to this liability to the respective operating companies in September 1993 and continues to make payments as required. In ACE's 1993 LEC filing, the BPU approved a stipulation of settlement which included, among other things, the full LEC recovery of this and future assessments. In January 1993, the BPU adopted N.J.A.C. 14:5A which was designed to provide a mechanism for periodic review of the estimated costs of decommissioning nuclear generating stations owned by New Jersey electric utilities. The purpose of this regulation is to insure that adequate funds are available to assure completion of decommissioning activities at the cessation of commercial operation. The regulation established decommissioning trust fund reporting requirements for electric utilities in order to provide the BPU with timely information for its oversight of these funds. N.J.A.C. 14:5A-2.1 requires that all New Jersey electric utilities file with the BPU a nuclear decommissioning cost update by January 1, 1996 and every four years thereafter. On January 3, 1996, PS and ACE jointly filed with the BPU its 1995 Nuclear Decommissioning Cost updates. ACE and PS jointly filed NRC cost estimates for each of their five jointly- owned nuclear units. These cost estimates are based on the NRC's existing generic formula. ACE and PS do not believe that these NRC generic estimates provide an accurate estimate of the cost of decommissioning the nuclear units. Inclusion of these NRC generic estimates should not be interpreted as a validation by ACE and PS of the appropriateness of these estimates for estimating the cost of decommissioning the nuclear units. ACE and PS believe these costs are best estimated with periodic site-specific studies. PS, on behalf of the co-owners of the Salem, Hope Creek and Peach Bottom stations, has engaged an independent engineer to develop this estimate. Site specific studies have been performed and have been filed with the BPU for review. Adjustments to funding amount may be required. ACE is collecting through rates amounts to fund its share of estimated future costs relating to the decommissioning of the five nuclear units in which it has joint-ownership interests. Funding to cover the future costs of decommissioning each of the five nuclear units, as currently authorized by the BPU and provided for in rates, is $6.4 million annually. See Note 10 - Nuclear Plant Decommissioning and Other of the accompanying Notes to Consolidated Financial Statements for information relating to decommissioning of the five nuclear units in which ACE has an ownership interest. Regulation ACE is a public utility organized under the laws of New Jersey and is subject to regulation as such by the BPU, among others, which is also charged with the responsibility for energy planning and coordination within the State of New Jersey. ACE is also subject to regulation by the Pennsylvania Public Utility Commission in limited respects concerning property and operations in Pennsylvania. ACE is also subject, in certain respects, to the jurisdiction of the FERC, and ACE maintains a system of accounts in conformity with the Uniform System of Accounts prescribed for public utilities and licensees subject to the provisions of the Federal Power Act. The construction of generating stations and the availability of generating units for commercial operation are subject to the receipt of necessary authorizations and permits from regulatory agencies and governmental bodies. Standards as to environmental suitability and operating safety are subject to change. Litigation or legislation designed to delay or prevent construction of generating facilities and to limit the use of existing facilities may adversely affect the planned installation and operation of such facilities. No assurance can be given that necessary authorizations and permits will be received or continued in effect, or that standards as to environmental suitability or operating safety will not be changed in a manner to adversely affect the Company, ACE or its operations. Operation of nuclear generating units involves continuous close regulation by the NRC. Such regulation involves testing, evaluation and modification of all aspects of plant operation in light of NRC safety and environmental requirements, and continuous demonstration to the NRC that plant operations meet applicable requirements. The NRC has the ultimate authority to determine whether any nuclear generating plant may operate. In addition, the Federal Emergency Management Agency has responsibility for the review, in conjunction with the NRC, of certain aspects of emergency planning relating to the operation of nuclear plants. As a by-product of nuclear operations, nuclear generating units produce substantial amounts of low-level radioactive waste (LLRW). Such waste is presently accumulated on-site and permanently disposed of at a federally licensed disposal facility. ACE had been advised by both PE and PS that LLRW generated at Peach Bottom, Salem and Hope Creek is shipped to the site located in Barnwell, South Carolina for disposal. Due to the uncertainty of the continued availability of LLRW disposal sites, on-site storage facilities were constructed at Peach Bottom with a five-year storage capacity. PS advises that it also has an on-site LLRW storage facility at Salem also with a five-year storage capacity. PE has advised ACE that PE is pursuing alternative disposal strategies for LLRW generated at Peach Bottom including an aggressive LLRW reduction program. Pennsylvania is the host site for LLRW generators located in Pennsylvania, Delaware, Maryland an West Virginia and is pursuing a permanent disposal site through a volunteer sitting process. PS has advised ACE that New Jersey also plans to host a LLRW disposal site. In March 1983, New Jersey enacted the Public Utility Fault Determination Act which requires that the BPU make a determination of fault with regard to any past or future accident at any electric generating or transmission facility, prior to granting a request by that utility for a rate increase to cover accident-related costs in excess of $10 million. However, the law allows the affected utility to file for non-accident related rate increases during such fault determination hearings and to recover contributions to federally mandated or voluntary cost- sharing plans. The law further allows the BPU to authorize the recovery of certain fault-related repair, cleanup, power replacement or damage costs if substantiated by the evidence presented and if authorized in writing by the BPU. For information regarding the regulation of AEI's subsidiary, ATS, refer to "Nonutility Subsidiaries" herein. For information regarding ACE's nuclear power replacement cost insurance and liability under the Federal Price-Anderson Act, see Note 10 of AEI's Notes to Consolidated Financial Statements, herein. Environmental Matters General ACE is subject to regulation with respect to air and water quality and other environmental matters by various Federal, state and local authorities. Emissions and discharges from ACE's facilities are required to meet established criteria, and numerous permits are required to construct new facilities and to operate new and existing facilities. Additional regulations and requirements are continually being developed by various government agencies. The principal laws, regulations and agencies relating to the protection of the environment which affect ACE's operations are described below. Construction projects and operations of ACE are affected by the National Environmental Policy Act under which all Federal agencies are required to give appropriate consideration to environmental values in major Federal actions significantly affecting the quality of the human environment. The Federal Resource Conservation and Recovery Act of 1976 (RCRA) provides for the identification of hazardous waste and includes standards and procedures that must be followed by all persons that generate, transport, treat, store or dispose of hazardous waste. ACE has filed notifications and plans with the U. S. Environmental Protection Agency (EPA) relating to the generation and treatment of hazardous waste at certain of its facilities and generating stations. The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as amended by the Superfund Amendments and Reauthorization Act of 1986 (SARA), and RCRA authorize the EPA to bring an enforcement action to compel responsible parties to take investigative and/or cleanup actions at any site that is determined to present an imminent and substantial danger to the public or to the environment because of an actual or threatened release of one or more hazardous substances. The New Jersey Spill Compensation and Control Act (Spill Act) provides similar authority to the NJDEP. Because of the nature of ACE's business, including the production of electricity, various by-products and substances are produced and/or handled which are classified as hazardous under the above laws. ACE generally provides for the disposal and/or processing of such substances through licensed independent contractors. However, the statutory provisions may impose joint and several responsibility without regard to fault on the generators of hazardous substances for certain investigative and/or cleanup costs at the site where these substances were disposed and/or processed. Generally, actions directed at funding such site investigations and/or cleanups include all known allegedly responsible parties. ACE has received requests for information under CERCLA with respect to certain sites. One site, a sanitary landfill comprising approximately 40 acres, is situated in Atlantic County, New Jersey. ACE received a Directive, dated November 7, 1991, from the NJDEP, identifying ACE as one of a number of parties allegedly responsible for the placement of certain hazardous substances, namely, flyash which had been approved as landfill material. An Administrative Consent Order (ACO) has been executed and submitted to the NJDEP by ACE and at least four other identified responsible parties. Site remediation will include a soil cover of the site. ACE has joined with three other parties and will cooperate in implementing the terms of the ACO. Approximately eight additional responsible parties have also been identified by the NJDEP. ACE, together with the other signatories to the ACO, will pursue recovery against those persons who may also pursue recovery against other responsible parties not named in the NJDEP Directive. ACE's contribution to- date for the remediation and clean-up of the Atlantic County site has been approximately $300,000. It is not anticipated that future contributions, if any, will be significant. ACE has been served a Summons and Complaint dated June 30, 1992 in a civil action brought pursuant to Section 107(a) of CERCLA on behalf of the EPA. ACE has been named as one of several defendants in connection with the recovery of costs incurred, and to be incurred, in response to the alleged release of hazardous substances located in Gloucester County, New Jersey. Approximately 70 separate financially solvent entities have been identified as having responsibility for remediation which is now predicted to be in excess of $175 million. Sufficient discovery has been conducted to establish that ACE's contribution to the clean-up and remediation activity will be within the lower tiers of financial participation. Notwithstanding the joint and several liability imposed by law, primary responsibility will be apportioned among others, including Federal and state agencies and private parties. ACE's contribution to-date for the remediation and clean-up of the Gloucester County site has been $105,000. It is not anticipated that future contributions, if any, will be significant. The New Jersey Environmental Clean-up Responsibility Act was supplemented and amended in June 1993 and became the New Jersey Industrial Site Recovery Act. The act provides, among other things, that any business having certain Standard Industrial Classification Code numbers that generates, uses, transports, manufactures, refines, treats, stores, handles or disposes of hazardous substances or hazardous wastes is subject to the requirements of the act upon the closing of operations or a transfer of ownership or operations. As a precondition to such termination or transfer of ownership or operations, the approval of the NJDEP of a negative declaration, a remedial action work plan or a remediation agreement and the establishment of the remediation funding source is required. Various state and Federal legislation has established a comprehensive program for the disclosure of information about hazardous substances in the workplace and the community, and provided a procedure whereby workers and residents can gain access to this information. Implementing the regulations provides for extensive recordkeeping, labeling and training to be accomplished by each employer responsible for the handling of hazardous substances. ACE has implemented the requirements of this legislation to achieve substantial compliance with appropriate schedules. ACE is also subject to the Wetlands Act of 1970, which requires applications to and permits from the NJDEP for conducting regulated activities (including construction and excavation) within the "coastal wetlands," as defined therein. Legislation enacted in 1987 by the State of New Jersey designates certain areas as fresh water wetlands and restricts development in those areas. The New Jersey Coastal Area Facility Review Act (CAFRA) requires applications to and permits from the NJDEP for construction of certain types of facilities within the "coastal area" as defined by CAFRA. Recent amendments to the CAFRA regulations expanded the area under CAFRA control as well as the types of developments subject to CAFRA. The current regulations provide exemptions for the maintenance and repair of existing electrical substations, but are not clear as to whether a CAFRA permit would be required for construction, maintenance and/or repair of transmission lines within the CAFRA area. Public concern continues over the health effects from exposure to electric and magnetic fields (EMF). To date, there are not conclusive scientific studies to support such concerns. The New Jersey Commission on Radiation Protection (CORP) is considering promulgation of regulations which would authorize the NJDEP to review all new power line projects of 100 kilovolts or more. While the promulgation of such regulations may affect the design and location of ACE's existing and future electric power lines and facilities and the cost thereof, current discussions with CORP indicate that such regulations would not significantly impact ACE's operations. ACE's program of Prudent Field Management implements reasonable measures, at modest cost, to limit magnetic field levels in the design and location of new facilities. Such amounts as may be necessary to comply with any new EMF rules cannot be determined at this time and are not included in ACE's 1997-1999 estimated construction expenditures. Air The Federal Clean Air Act, as amended, requires that all states achieve specified primary ambient air quality standards (relating to public health) by December 31, 1982 unless the deadline is extended for certain pollutants for a particular state by appropriate action taken by the EPA, and also requires that states achieve secondary ambient air quality standards (relating to public welfare) under the Clean Air Act within a reasonable time. The Clean Air Act also requires the Administrator of the EPA to promulgate revised new source performance standards for sulfur dioxide, particulates and nitrogen dioxide, mandate the use of the "best technological system of continuous emission reduction" and preclude the use of low sulfur coal as a sole means of achieving compliance with sulfur regulations for new power plants. The Clean Air Act Amendments (CAAA), which provide for penalties in the event of noncompliance, further provide that State Implementation Plans (SIP) contain emission limitations and such other measures as may be necessary, as determined under regulations promulgated by the EPA, to prevent "significant deterioration" of air quality based on regional non-degradation classifications. The NJDEP is using the New Jersey Administrative Code, Title 7, Chapter 27 (NJAC 7:27) as its SIP to achieve compliance with the national ambient air quality standards adopted by EPA under the Clean Air Act. NJAC 7:27 currently provides ambient air quality standards and emission limitations, all of which have EPA approval, for seven pollutants, including sulfur dioxide and particulates. ACE believes that all of its fossil fuel-fired generating units are, in all substantial respects, currently operating in compliance with NJAC 7:27 and the EPA approved SIP. In November 1990, the CAAA was enacted to provide for further restrictions and limitations on sulfur dioxide and other emission sources as a means to reduce acid deposition. Phase I of the legislation mandated compliance with the sulfur dioxide reduction provisions of the legislation by January 1, 1995 by utility power plants emitting sulfur dioxide at a rate of above 2.5 pounds per million BTU. Plants utilizing certain control technologies to meet the Phase I sulfur dioxide reductions could be permitted, subject to EPA approval, to either postpone compliance until 1997 or receive an early reduction bonus allowance for reductions achieved between 1995 and 1997. Phase II of the legislation requires controls by January 1, 2000 on plants emitting sulfur dioxide at a rate above 1.2 pounds per million BTU. ACE's wholly-owned B. L. England Units 1 and 2 and its jointly-owned Conemaugh Units 1 and 2, in which ACE has a 3.83% ownership interest, were affected by Phase I, and all of ACE's other fossil-fueled steam generating units are affected by Phase II. The Keystone Station, in which ACE has a 2.47% ownership interest, is impacted by the sulfur dioxide provisions of Title IV of the CAAA during Phase II. In addition, all of ACE's fossil-fueled steam generating units will be affected by the nitrogen oxide provisions of the CAAA. A portion of the capital costs necessary to continue compliance with the CAAA are included in ACE's current estimate of construction expenditures shown under "Construction and Financing" above. ACE expects that costs associated with compliance would be recoverable through rates, and may be offset, in part, by utilization of certain allowances as permitted by the CAAA. The CAAA requires that reductions in nitrogen oxide (NOx) be made from the emissions of major contributing sources and each state must impose reasonable available control technologies on these major sources. NJDEP regulations adopted in November 1993 require that a compliance plan be filed with the NJDEP. ACE's compliance plan, filed April 22, 1994, and subsequent amendments, have been accepted by the NJDEP. Preliminary capital expenditures are estimated at $8.5 million over the next five years to achieve compliance with Phase II NOx reductions. The necessary emission reductions are based on modeling results and regulatory agency discussions and could result in additional changes to equipment and in methods of operation and fuel, the extent of which has not been fully determined. On April 26, 1991, the NJDEP renewed ACE's expiring Certificates to Operate Control Apparatus or Equipment for the three generating units at B.L. England Station for a period of five years, expiring April 26, 1995. The NJDEP issued the permit renewal in June 1996. The CAAA Title V operating permit, becoming effective in 1997, will supersede the current permitting requirements. On January 23, 1997, the EPA issued Compliance Order 113-97- 001 (Order) for failure to comply with emission monitoring requirements on a combustion turbine unit at the Sherman Avenue Generating Station. The Order carries a potential penalty of $25,000 a day, retroactive to May 30, 1991. ACE has installed and continues to modify the necessary emissions monitoring equipment satisfying the EPA's request for compliance plans. ACE cannot predict the outcome of this matter. Water The Federal Water Pollution Control Act, as amended (the Clean Water Act) provides for the imposition of effluent limitations to regulate the discharge of pollutants, including heat, into the waters of the United States. The Clean Water Act also requires that cooling water intake structures be designed to minimize adverse environmental impact. Under the Clean Water Act, compliance with applicable effluent limitations is to be achieved by a National Pollution Discharge Elimination System (NPDES) permit program to be administered by the EPA or by the state involved if such state establishes a permit program and water quality standards satisfactory to the EPA. Having previously adopted the New Jersey Pollution Discharge Elimination System (NJPDES), NJDEP assumed authority to operate the NJPDES permit program. During 1981, ACE received NJPDES permits for discharges to surface waters for all facilities with existing EPA-issued NPDES permits. During 1986, ACE received draft renewal permits for both B.L.England Station and Deepwater Station for discharges to surface waters as well as groundwater. Most of the contested conditions were resolved with the NJDEP with the issuance of the NJPDES permit renewal effective January 1, 1995. There are no other outstanding issues relative to this permit for B.L.England station. Effective December 2, 1974, the NJDEP adopted new surface water quality standards which, in part, provide guidelines for heat dissipation from any source and which become standards for subsequent Federal permits. These NJDEP guidelines were included in the final EPA permits issued for the B. L. England, Deepwater, Salem, and Hope Creek stations. On receipt of the permits for B. L. England and Deepwater stations, ACE filed with the EPA a request for alternative thermal limitations (variance) in accordance with the provisions of Section 316(a) of the Act. The NJDEP and EPA have subsequently determined that B. L. England Units 1 and 2 are in compliance with applicable thermal water quality standards. The request for a Section 316(a) variance for Deepwater Station has not yet been acted upon and ACE is currently awaiting a draft of the new NJPDES permit. ACE is not able at this time to predict the outcome of the request, but it believes that it has adequately supported the request for such variance. ACE believes that all of its wholly-owned steam electric generating units are, in all substantial respects, currently operating in compliance with all applicable standards and NJPDES permit limitations, except as described herein above. All current surface water discharge permits for B.L. England have been renewed as of January 1, 1995 and ACE has filed for renewal of the ground water discharge permits for B. L. England and surface water discharge permits for Deepwater. The Delaware River Basin Commission (DRBC) has required various electric utilities, as a condition of being permitted to withdraw water from the Delaware River for use in connection with the operation of certain electric generating stations, to provide for a means of replacing water withdrawn from the river during certain periods of low river flow. Such a requirement presently applies to the Salem and Hope Creek Stations. As a result of such requirement, ACE and certain other electric utilities constructed the Merrill Creek Reservoir Project. ACE owns a 4.8% ownership interest in the reservoir project. Although ACE expects that sufficient replacement water would be provided by Merrill Creek during periods of low river flow to permit the full operation of Salem and Hope Creek, such events cannot be assured. Environmental control technology, generally, is in the process of further development and the implementation of such may require, in many instances, balancing of the needs for additional quantities of energy in future years and the need to protect the environment. As a result, ACE cannot estimate the precise effect of existing and potential regulations and legislation upon any of its existing and proposed facilities and operations, or the additional costs of such regulations. ACE's capital expenditures related to compliance with environmental requirements in 1996 amounted to $18 million, and its most recent estimate for such compliance for the years 1997-1999 is $30 million. Such estimates do not include amounts which ACE may be required to expend to comply with Phase II requirements of the CAAA at B.L. England Unit 1 and Keystone Station or the normal costs of compliance with radiation protection. Such additional costs which ACE may incur in affecting compliance with potential regulations and legislation are not included in the estimated construction costs for the period 1997-1999 (see "Construction and Financing"). Future regulatory and legislative developments may require ACE to further modify, supplement or replace equipment and facilities, and may delay or impede the construction and operation of new facilities, at costs which could be substantial. See Note 10 of the accompanying Notes to Consolidated Financial Statements for further information. Executive Officers Information concerning the Executive Officers of the Company and ACE, as of December 31, 1996, is set forth below. Executive Officers are elected by the respective Boards of Directors of the Company and ACE and may be removed from office at any time by a vote of a majority of all the Directors in office. Name (age) Title(s) (effective date of election to current position(s) Jerrold L. Jacobs (57) Chairman and Chief Executive Officer of the Company (7/1/96) and Chairman and Chief Executive Officer of ACE (4/27/96). Michael J. Chesser (48) President and Chief Operating Officer of the Company (7/1/96) and President and Chief Operating Officer of ACE (4/27/95). Director of ACE. Michael J. Barron (47) Vice President and Chief Financial Officer of the Company and Senior Vice President and Chief Financial Officer of ACE (9/15/95). Director of ACE. Frank E. DiCola (49) Vice President, Thermal Systems & Enerval (10/10/96). Robert H. Fiedler (50) Acting Vice President-Distribution of ACE (10/10/96). James E. Franklin II (50) Vice President, Secretary and General Counsel to the Company (4//26/95)and Senior Vice President, Secretary and General Counsel of ACE (4/27/95). Director of ACE. Meredith I. Vice President-Power System of the Harlacher, Jr.(54) Company(4/26/95) and Senior Vice President-Power System of ACE (4/3/95), Director of ACE. Ernest L. Jolly (44) Vice President-Energy Supply for the Company and Acting Senior Vice President-Energy Supply of ACE (10/10/96). Henry K. Levari, Jr. (48) Vice President-External Affairs of the Company and Senior Vice President-External Affairs of ACE (11/13/95), Director of ACE. J. David McCann (45) Vice President-Strategic Customer Support of ACE (4/27/94). Marilyn T. Powell (49) Vice President Marketing and Distribution of the Company and Senior Vice President-Marketing and Distribution of ACE (10/10/96). Director of ACE. Scott B. Ungerer (38) Vice President-Energy Technology of the Company (10/10/96). Louis M. Walters (44) Treasurer of the Company (4/26/95) and Vice President-Treasurer and Assistant Secretary of ACE (1/31/95). Prior to election to the positions above, the following officers held other positions with the Company and ACE (unless otherwise noted) since January 1, 1992: J.L. Jacobs Chairman and Chief Executive Officer of ACE (4/26/95); President and Chief Executive Officer of the Company (4/27/94); Chairman, President and Chief Executive Officer of ACE (4/28/93). M.J. Chesser Senior Vice President of the Company (4/26/95); President and Chief Operating Officer of ACE (4/27/95); Vice President of the Company (2/1/94); Executive Vice President and Chief Operating Officer of ACE (2/1/94); Vice President-Marketing & Gas Operations, Baltimore Gas & Electric Company M.J. Barron Vice President and Treasurer of Maxus Energy Corporation, Dallas, Texas. J.E. Franklin II Secretary and General Counsel to the Company and ACE (2/1/95); General Counsel to the Company and ACE (10/1/94); Partner in the law firm Megargee, Youngblood, Franklin & Corcoran, P.A. M.I. Harlacher, Jr. Vice President of the Company and Senior Vice President-Energy Supply of ACE (4/28/93); Senior Vice President-Utility Operations of ACE (8/9/91). R. H. Fiedler General Manager Customer Operations of ACE (3/13/95); Manager Ocean Region of ACE (11/1/93); Manager Customer Service & Information of ACE (1/4/93); General Manager Administration of ACE (9/7/92) E.L. Jolly Vice President-Human Resources and Transformation of the Company and ACE (1/8/96); Vice President-Atlantic Transformation of ACE (5/23/94); Vice President-External Affairs of ACE (3/1/92). H.K. Levari, Jr. Senior Vice President-Planning and External Affairs of ACE (4/3/95); Vice President- Planning & External Affairs of the Company (4/26/95); Vice President of the Company (4/27/94); Senior Vice President-Customer Operations of ACE (9/16/94); Senior Vice President- Marketing & Customer Operations of ACE (4/28/93). Senior Vice President-Planning and Services of ACE (8/9/91). J. D. McCann Vice President-Power Delivery of ACE (8/9/91). M.T. Powell Vice President-Marketing of the Company and Senior Vice President-Marketing of ACE (11/9/95); Vice President-Marketing of ACE (9/16/94); Director of marketing process, International Business Machines Corporation. S.B. Ungerer Vice President-Enterprise Activities of the Company (4/26/95); Vice President of the Company (1/17/94); Manager, Business Planning Services (1/4/93); Manager, Strategic Business Planning (1/6/92). L.M. Walters Treasurer and Acting Chief Financial Officer (4/26/95); Vice President-Treasurer and Secretary (4/28/94); Vice President-Treasurer and Assistant Secretary (4/28/93); General Manager, Treasury and Finance (8/9/91). ITEM 2 PROPERTIES Under New Jersey law, the State of New Jersey owns in fee simple for the benefit of the public schools all lands now or formerly flowed by the tide up to the mean high-water line, unless it has made a valid conveyance of its interests in such property. In 1981, because of uncertainties raised as to possible claims of State ownership, the New Jersey Constitution was amended to provide that lands formerly tidal-flowed, but which were not then tidal-flowed at any time for a period of 40 years, were not to be subject to State claim unless the State has specifically defined and asserted a claim within one year period ending November 2, 1982. As a result, the State published maps of the eastern (Atlantic) coast of New Jersey depicting claims to portions of many properties, including certain properties owned by the Company. The Company believes it has good title to such properties and will vigorously defend its title, or will obtain such grants from the State as may ultimately be required. The cost to acquire any such grants may be covered by title insurance policies. Assuming that all of such State claims were determined adversely to the Company, they would relate to land, which, together with the improvements thereon, would amount to less than 1% of net utility plant. No maps depicting State Claims to property owned by the Company on the western (Delaware River) side of New Jersey were published within one year period mandated by the Constitutional Amendment. Nevertheless, the Company believes it has obtained all necessary grants from the State for its improved properties along the Delaware River. Reference is made to the Consolidated Financial Statements for information regarding investment in such property by the Company and ACE. Substantially all of ACE's electric plant is subject to the lien of the Mortgage and Deed of Trust under which First Mortgage Bonds of ACE are issued. Reference is made to Item 1 - Business "General" and "Energy Requirements and Power Supply" for information regarding ACE's properties. Information concerning leases is set forth in Note 10 of AEI's Notes to Consolidated Financial Statements incorporated herein by reference. Information regarding electric generating stations is set forth in Item 1, Business-"Energy Requirements and Power Supply." ITEM 3 LEGAL PROCEEDINGS Reference is made to Item 1-Business and the Notes to the Consolidated Financial Statements of the Company (Notes 3 and 10) for information regarding various pending administrative and judicial proceedings involving rate and operating and environmental matters, respectively. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS A special meeting of shareholders was held on January 30, 1997 to approve The Agreement and Plan of merger between AEI and Delmarva. Shareholders voted to approve the merger as well as an incentive compensation plan for the new company created by the merger. See SEC Form 8-K dated January 31, 1997, which is incorporated herein by reference. PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is listed on the New York Stock Exchange. All of ACE's Common Stock is owned by the Company. At December 31, 1996, there were 48,825 holders of record of the Company's Common Stock. The following table indicates the high and low sale prices for the Company's Common Stock as reported in the Wall Street Journal-Composite Transactions, and dividends paid for the periods indicated: Dividends High Low per Share Common Stock: 1996 First Quarter $20.000 $16.625 $ .385 Second Quarter $18.750 $16.000 $ .385 Third Quarter $18.500 $17.000 $ .385 Fourth Quarter $18.875 $17.000 $ .385 1995 First Quarter $19.000 $17.750 $ .385 Second Quarter $19.625 $17.875 $ .385 Third Quarter $19.875 $18.125 $ .385 Fourth Quarter $20.125 $19.000 $ .385 The funds required to enable the Company to pay dividends on its Common Stock are derived primarily from the dividends paid by ACE on its Common Stock, all of which is held by the Company. Therefore the ability of the Company to pay dividends on its Common Stock will be governed by the ability of ACE to pay dividends on its Common Stock. The rate and timing of future dividends of the Company will depend upon the earnings and financial condition of the Company and its subsidiaries, including ACE, and upon other factors affecting dividend policy not presently determinable. ACE is subject to certain limitations on the payment of dividends to the Company. Whenever full dividends on Preferred Stock have been paid for all past quarter-yearly periods, ACE may pay dividends on its Common Stock from funds legally available for such purpose. Until all cumulative dividends have been paid upon all series of Preferred Stock and until certain required sinking fund redemptions of such Preferred Stock have been made, no dividend or other distribution may be paid or declared on the Common Stock of ACE and no Common Stock of ACE shall be purchased or otherwise acquired for value by ACE. In addition, as long as any Preferred Stock is outstanding, ACE may not pay dividends or make other distributions to the holder of its Common Stock if, after giving effect to such payment or distribution, the capital of ACE represented by its Common Stock, together with its surplus as then stated on its books of account, shall in the aggregate, be less than the involuntary liquidation value of the then outstanding shares of Preferred Stock. ITEM 6 SELECTED FINANCIAL DATA Selected financial data for the Company and ACE for each of the last five years is listed below. Atlantic Energy, Inc. 1996 1995 1994 1993 1992 (Thousands of Dollars) Operating Revenues $ 980,255 $ 953,137 $ 913,039 $ 865,675 $ 816,825 Net Income $ 58,767 $ 81,768 $ 76,113 $ 95,297 $ 86,210 Earnings per Average Common Share $ 1.12 $ 1.55 $ 1.41 $ 1.80 $ 1.67 Total Assets (Year-end) $2,670,762 $2,617,888 $2,542,385 $2,487,508 $2,219,338 Long Term Debt and Redeemable Preferred Stock (Year-end)(b) $1,051,945 $1,032,103 $ 940,788 $ 952,101 $ 842,236 Capital Lease Obligations (Year-end)(b) $ 39,914 $ 40,886 $ 42,030 $ 45,268 $ 49,303 Common Dividends Declared $ 1.54 $ 1.54 $ 1.54 $ 1.535 $ 1.515 Atlantic City Electric Company 1996 1995 1994 1993 1992 (Thousands of Dollars) Operating Revenues $ 982,492 $ 953,779 $ 913,226 $ 865,799 $ 816,931 Net Income $ 75,017 $ 98,752 $ 93,174 $ 109,026 $ 107,446 Earnings for Common Shareholder (a) $ 65,113 $ 84,125 $ 76,458 $ 91,621 $ 89,634 Total Assets (Year-end) $2,460,741 $2,459,104 $2,418,784 $2,363,584 $2,100,278 Long Term Debt and Redeemable Preferred Stock (Year-end)(b) $ 926,370 $ 951,603 $ 924,788 $ 937,101 $ 817,108 Capital Lease Obligations (Year-end)(b) $ 39,914 $ 40,877 $ 42,030 $ 45,268 $ 49,303 Common Dividends Declared (a) $ 82,162 $ 81,239 $ 83,482 $ 81,347 $ 78,336 (a) Amounts shown as total, rather than on a per-share basis, since ACE is a wholly-owned subsidiary of the Company. (b) Includes current portion. ITEM 7 Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Summary Consolidated operating revenues for 1996, 1995 and 1994 were $980.3 million, $953.1 million and $913.0 million, respectively. The increase in 1996 revenues over 1995 reflects an increase in sales and an increase in annual Levelized Energy Clause (LEC) revenues in July 1995 of $37 million and an increase in July 1996 of $27.6 million. These increases were offset in part by a $13.0 million revenue credit recorded in September 1996 as a result of stipulation agreements (See Note 3 to the consolidated financial statements) and a decrease in unbilled revenues. The increase in 1995 revenue over 1994 largely reflects the increase in annual LEC revenues granted in July 1995 and an increase in unbilled revenues. Consolidated earnings per share for 1996 were $1.12 on net income of $58.8 million compared to a $1.55 on net income of $81.8 million in 1995 and $1.41 on net income of $76.1 million in 1994. The 1996 earnings reflect charges resulting from provisions for rate refunds, write-downs of nonutility property, losses from nonutility investments and higher operations and maintenance expenses associated with the continuing outage at the Salem Station. Excluding the 1994 special charges of $.37 cents per share, 1995 earnings per share decreased from 1994 primarily due to reduced sales of energy. The quarterly dividend paid on Common Stock was $.385 per share, or an annual rate of $1.54 per share. Information with respect to Common Stock is as follows: 1996 1995 1994 Dividends Paid Per Share $ 1.54 $ 1.54 $ 1.54 Book Value Per Share $15.00 $15.42 $15.50 Annualized Dividend Yield 9.0% 8.0% 8.7% Return on Average Common Equity 7.4% 9.9% 9.1% Total Return (Dividends paid plus change in share price) (3.0)% 18.0% (11.9)% Market to Book Value 114% 125% 114% Price/Earnings Ratio 15 12 13 Year End Closing Price-NYSE $17.13 $19.25 $17.63 Liquidity and Capital Resources Atlantic Energy, Inc. Atlantic Energy, Inc. (AEI, Company or parent) is the parent of Atlantic City Electric Company (ACE), Atlantic Energy Enterprises, Inc. (AEE) and Atlantic Energy International, Inc. (AEII) which are wholly-owned subsidiaries. The Company's cash flows are dependent on the cash flows of its subsidiaries, primarily ACE. Principal cash inflows of the Company were as follows: 1996 1995 1994 (millions) Dividends from ACE $82.2 $81.2 $83.5 Credit Facility 3.1 34.5 - Dividend Reinvestment and Stock Purchase Plan - - 6.7 AEI has a $75 million revolving credit and term loan facility. The revolver is comprised of a 364-day senior revolving credit facility in the amount of $35 million and a three-year senior revolving credit facility in the amount of $40 million. Interest rates are based on senior debt ratings and on the borrowing option selected by the Company. As of December 31, 1996 and 1995, AEI had $37.6 million and $34.5 million outstanding, respectively, from this credit facility. This facility can be used to fund further reacquisitions of Company Common Stock and for other general corporate purposes. Principal cash outflows of the Company were as follows: 1996 1995 1994 (Millions) Dividends to Shareholders $81.2 $81.2 $83.5 Advances and Capital Contributions to Subsidiaries* (1.4) (6.7) 25.6 Common Stock Reacquisitions - 29.6 3.9 Loans to Subsidiaries (7.5) 7.5 - * Net of repayments The Company has a program to reacquire up to three million shares of the Company's Common Stock outstanding. There is no schedule or specific share price target associated with the reacquisitions. The authorized number of shares is not to be affected. During 1995, the Company reacquired and cancelled 1,625,000 shares for a total cost of $29.6 million with prices ranging from $17.625 to $18.875 per share. At December 31, 1996 and 1995, the Company has reacquired and cancelled a total of 1,846,700 shares of its Common Stock at a cost of $33.5 million. The Company did not reacquire and cancel any shares under this program during 1996. Miscellaneous Receivables on the Consolidated Balance Sheet at December 31, 1996 increased compared to December 31, 1995 primarily due to receivables from amounts advanced to Enerval, LLC to fund operations in the amount of $10.0 million. Agreements between the Company and its subsidiaries provide for allocation of tax liabilities and benefits generated by the respective subsidiaries. Credit support agreements exist between the Company and ATE and AGI. On August 12, 1996, the Boards of Directors of AEI and Delmarva Power & Light Company (DP&L) jointly announced an agreement to merge the companies into a new company named Conectiv, Inc. (Conectiv). Conectiv, a newly formed Delaware corporation, will become the parent of Atlantic Energy's subsidiaries and the parent of DP&L and its subsidiaries. The merger is to be a tax-free, stock-for-stock transaction accounted for as a purchase. Under the terms of the agreement, DP&L shareholders will receive one share of Conectiv's common stock for each share of DP&L common stock held. AEI shareholders will receive 0.75 shares of Conectiv's common stock and 0.125 shares of Conectiv's Class A common stock for each share of AEI common stock held. On January 30, 1997, the merger was approved by the shareholders of both companies. In order for the merger to become effective, approvals are still needed from a number of Federal and state regulatory agencies. The Company expects the regulatory approval process to be completed in late 1997 or early 1998. The total consideration to be paid to the Company's common stockholders, measured by the average daily closing market price of the Company's common stock for the ten trading days following public announcement of the merger, is $948.6 million. The consideration paid plus estimated acquisition costs and liabilities assumed in connection with the merger are expected to exceed the net book value of the Company's net assets by approximately $204.5 million, which will be recorded as goodwill by Conectiv. The goodwill will be amortized over 40 years. Atlantic City Electric Company ACE is a public utility primarily engaged in the generation, transmission, distribution and sale of electric energy. ACE's service territory encompasses approximately 2,700 square miles within the southern one-third of New Jersey with the majority of customers being residential and commercial. ACE, with its wholly-owned subsidiary that operates certain generating facilities, is the principal subsidiary within the consolidated group. Cash construction expenditures for 1994-1996 amounted to $307.7 million and included expenditures for upgrades to existing transmission and distribution facilities and compliance with provisions of the Clean Air Act Amendments of 1990. ACE's current estimate of cash construction expenditures for 1997-1999 is $283.5 million. These estimated expenditures reflect necessary improvements to generation, transmission and distribu- tion facilities. On an interim basis, ACE finances construction costs and other capital requirements in excess of internally generated funds through the issuance of unsecured short term debt, consisting of commercial paper and notes from banks. As of December 31, 1996, ACE had authority to issue $150 million of short term debt, comprised of $100 million of committed lines of credit and $50 million on a when offered basis. At December 31, 1996, ACE had $85.1 million of unused short-term borrowing capacity. Permanent financing by ACE is undertaken through the issuance of long term debt and preferred stock, and from capital contributions by AEI. ACE's nuclear fuel requirements associated with its jointly-owned units have been financed through arrangements with a third party. ACE also utilizes cash for mandatory redemptions of preferred stock and maturities and redemption of long term debt. Optional redemptions of securities are reviewed on an ongoing basis with a view toward reducing the overall cost of capital. Redemptions of Preferred Stock for the period were as follows: Shares 1996 1995 1994 Redemption Preferred Stock Price (Series) $8.53 120,000 $101.00 7.52% 100,000 101.88 $8.20 200,000 100.00 $8.25 50,000 104.45 $7.80 460,500 111.00 $8.53 240,000 240,000 100.00 $8.25 5,000 5,000 100.00 Aggregate Amount (000) $98,876* $24,500 $24,500 *includes commissions and premiums Long term debt redeemed, acquired and retired or matured in the period 1994-1996 were as follows: Date Series Principal Redemption Amount Price % (000) February 1996 5-1/8% due 1996 $ 9,980 100.00 February 1996 5-1/4% due 1996 2,267 100.00 October 1995 9-1/4% due 2019 53,857 105.15 October 1995 10-1/2% due 2014 850 101.00 November 1994 7-5/8% due 2005 6,500 100.00 June 1994 10-1/2% due 2014 23,150 102.00 Various 1994 Dates 9-1/4% due 2019 11,910 105.38* * Average price Scheduled maturities and sinking fund requirements for long term debt and preferred stock aggregate $216.5 million for 1997-2001. On or before April 1 of each year, ACE and other New Jersey utilities are required to pay excise taxes to the State of New Jersey. In March 1996, ACE paid $91.7 million funded through the issuance of short term debt with repayment of such debt occurring during the second and third quarters. During 1996 and 1995, ACE made $7.2 million and $19.1 million, respectively, in payments related to its workforce reduction program. Payments in settlement of this obligation are substantially complete. Short term debt at December 31, 1996 increased $34.4 million compared to December 31, 1996 due to funding of $12.3 million for maturing long term debt and debentures and other general corporate funding. A summary of the issue and sale of ACE's long term debt and preferred securities for 1994-1996 is as follows: (millions) 1996 1995 1994 Medium Term Notes - $105 - Pollution Control Bonds - - $55 Cumulative Quarterly Income Preferred Securities $70 - - The proceeds from these financings were used to refund higher cost debt, preferred stock, and for construction purposes. During 1997-1999, ACE may issue up to $175 million in long term debt to be used for construction, refundings and repayment of short term debt. The provisions of ACE's charter, mortgage and debenture agreements can limit, in certain cases, the amount and type of additional financing which may be used. At December 31, 1996, ACE estimates additional funding capacities of $346 million of First Mortgage Bonds, or $333 million of preferred stock, or $196 million of unsecured debt. These amounts are not necessarily additive. On October 1, 1996, Atlantic Capital I, a newly formed grantor trust, issued $70 million of 8.25% Cumulative Quarterly Income Preferred Securities (CQIPS) with a stated liquidation preference of $25 each. Atlantic Capital I, established for the sole purpose of issuing the CQIPS, invested the proceeds in 8.25% Junior Subordinated Deferrable Interest Debentures (Junior Debentures) of ACE. ACE reserves the right to defer payment of interest on the debentures for up to 20 consecutive quarters. During such a deferral period, certain dividend restrictions would apply to ACE's capital stock. The CQIPS and Junior Debentures are scheduled to mature on October 1, 2026, but such maturity may be extended to a date not later than October 1, 2045, if certain conditions are met. Proceeds from the sale of the Junior Debentures were used to fund the redemption and purchase of shares of ACE's preferred stock described above. Atlantic Capital I is a grantor trust of ACE and as such, the transactions of the trust are consolidated into the financial statements of ACE. The Junior Debentures are eliminated in consolidation. Atlantic Energy Enterprises, Inc. AEE is a holding company which is responsible for the management of the investments in the nonutility companies consisting of: Atlantic Generation, Inc. (AGI); Atlantic Southern Properties, Inc. (ASP); ATE Investment, Inc. (ATE); Atlantic Thermal Systems, Inc. (ATS); CoastalComm, Inc. (CCI) and Atlantic Energy Technology, Inc. (AET). Also, AEE has a 50% equity interest in Enerval, LLC, a company which provides energy management services, including natural gas supply, transportation and marketing. As of December 31, 1996, AEE had an equity investment of $3.9 million in the partnership. AEE obtains funds for its investments and operating needs through advances from AEI and notes payable from ATE. Management has developed a five-year business strategy to expand operations and improve its financial performance. AEE's business strategy reflects the potential investment of approximately $307 million over the next five years. Funds for AEE capital investments will be provided through issuance of long term debt and equity investments by AEI. Atlantic Generation, Inc. AGI and its wholly-owned subsidiaries are engaged in the development, acquisition, ownership and operation of cogeneration power projects. AGI's activities through its subsidiaries are primarily represented by partnership interests in cogeneration facilities located in New Jersey and New York. In December 1996 AGI recorded a loss contingency in the amount of $1.6 million, net of tax, for the sale of its cogeneration facility in New York. AGI, through a support agreement with AEI, has entered into an indemnification agreement secured by a $6.0 million letter of credit in connection with the sale of this facility. All conditions of the sale are expected to be complete by the middle of 1997. At December 31, 1996, total investments in these partnerships amounted to $21.8 million. Net cash outlays for capital investments by AGI for 1994-1996 totaled $3.2 million. AGI obtained the funds for its investments through capital contributions from AEI. Atlantic Southern Properties, Inc. ASP owns and manages a 280,000 square-foot commercial office and warehouse facility located in Atlantic County, New Jersey with a net book value of $8.5 million at December 31, 1996 after a write-down of the carrying value in 1996 of $0.8 million, net of tax. The write-down reflects the recognition of the diminished value due to the excess vacancy and a decline in the local commercial real estate market. This investment has been funded by capital contributions from AEI and borrowings under a loan agreement with ATE. ATE Investment, Inc. ATE provides financing to affiliates and manages a portfolio of investments in leveraged leases. ATE has invested $79.7 million in leveraged leases of three commercial aircraft and two containerships. In August 1996, ATE joined with an unaffiliated company to create EnerTech Capital Partners, L.P., an equity limited partnership that will invest in and support a variety of energy related technology growth companies. At December 31, 1996 ATE had invested $7.3 million in this partnership. ATE obtained funds for its business activities and loans to affiliates through capital contributions from AEI and external borrowings. These borrowings include $15 million principal amount of 7.44% Senior Notes due 1999 and a revolving credit and term loan facility of up to $25 million. At December 31, 1996, $18.5 million was outstanding under this facility. ATE's cash flows are provided from lease rental receipts and realization of tax benefits generated by the leveraged leases. ATE has notes receivable, including interest, outstanding with ASP which totaled $10.0 million at December 31, 1996. ATE has established credit arrangements with AEE, of which $14.1 million was a receivable, including interest, from AEE at December 31, 1996. Atlantic Thermal Systems, Inc. ATS and its wholly-owned subsidiaries are engaged in the development and operation of thermal heating and cooling systems. ATS plans to make $125 million in capital expenditures related to district heating and cooling systems to serve the business and casino district in Atlantic City, New Jersey and has invested $29.3 million as of December 31, 1996. Construction for the Midtown Energy Center is expected to be completed by mid-1997. ATS has obtained funds for its project development through a $100 million revolving credit agreement and term loan facility in August 1996. As of December 31, 1996, $42 million was outstanding under this facility. Additional funding for the project is expected from $12.5 million from the proceeds of bonds issued by the New Jersey Economic Development Authority with a remarketed rate of interest of 3.5%. These funds are currently restricted in trust and invested in U.S. Treasury Securities pending resolution of certain conditions. ATS cannot estimate, with any certainty, when or if the conditions attached to the escrow release will be satisfied. ATS has a $10 million revolving credit agreement with ATE. There were no outstanding amounts under the agreement at December 31, 1996. ATS has agreements with three casinos in Atlantic City, New Jersey to operate their heating and cooling systems. As part of these agreements, ATS has paid $18.0 million in license fees for the right to operate and service such systems for a period of 20 years. These fees are recorded on the Consolidated Balance Sheet as License Fees and are being amortized to expense over the life of the contracts. Atlantic Energy International, Inc. In July 1996, AEI formed AEII, to provide utility consulting services and equipment sales to international markets. AEII funds its operating needs from advances from AEI. RESULTS OF OPERATIONS Operating results of AEI as a consolidated group are dependent upon the performance of its subsidiaries, primarily ACE. Since ACE is the principal subsidiary within the consolidated group, the operating results presented in the Consolidated Statement of Income are those of ACE, after elimination of transactions among members of the consolidated group. Results of the nonutility companies are reported in Other Income. Revenues Operating Revenues - Electric increased 2.9% and 4.4% in 1996 and 1995, respectively. Components of the overall changes are shown as follows: 1996 1995 (millions) Base Revenues $ (8.9) $(1.9) Refund Credits (13.0) - Levelized Energy Clause 29.3 49.2 Kilowatt-hour Sales 32.2 (10.0) Unbilled Revenues (17.6) 16.6 Sales for Resale 6.0 (11.9) Other (0.9) (1.9) Total $ 27.1 $40.1 The decrease in Base Revenues for the current year reflect a reduced average realization per kilowatt-hour sold resulting from less favorable summer weather conditions relative to last year and the effects of ACE's BPU approved Off-Tariff Rate Agreements (OTRAs). OTRAs are special reduced rates offered by ACE to at- risk customers which aggregated $3.5 million, or $2.2 million, net of tax. At-risk customers are customers who may choose to leave ACE's energy system because they have alternative energy sources available. The Refund Credits are the result of the October 22, 1996 stipulations for the $13.0 million settlement concerning the outages of the Salem Units and the alleged overrecovery of capacity costs from nonutility generation facilities. See Note 3 of the consolidated financial statements for further details regarding the stipulations. LEC revenues increased in 1996 due to a rate increase of $27.6 million in July 1996 and a $37 million increase in July 1995. Changes in kilowatt-hour sales are discussed under "Billed Sales to Ultimate Utility Customers." Overall, the combined effects of changes in rates charged to customers and kilowatt-hour sales resulted in increases of 9.4% and 5.9% in revenues per kilowatt-hour in 1996 and 1995, respectively. The changes in Unbilled Revenues are a result of the amount of kilowatt-hours consumed by, but not yet billed to, ultimate customers at the end of the respective periods, which are affected by weather and economic conditions, and the corresponding price per kilowatt- hour. The changes in Sales for Resale are a function of ACE's energy mix strategy, which in turn is dependent upon ACE's needs for energy, the energy needs of other utilities participating in the regional power pool of which ACE is a member, and the sources and prices of energy available. The increase in the 1996 Sales for Resale reflects an increase in bulk power market sales outside of the regional power pool. The decline in the 1995 Sales for Resale reflects a decrease in the demand of the power pool, the decline in market prices and a reduction in excess energy sources when compared to the previous year. Billed Sales to Ultimate Utility Customers Changes in kilowatt-hour sales are generally due to changes in the average number of customers and average customer use, which is affected by economic and weather conditions. Energy sales statistics, stated as percentage changes from the previous year, are shown as follows: 1996 1995 Avg Avg# Avg Avg # Customer Class Sales Use of Cust Sales Use of Cust Residential 3.2% 2.4% 0.8% (2.0)% (3.1)% 1.2% Commercial 3.0 2.0 1.0 1.4 (0.1) 1.5 Industrial 7.1 5.5 1.5 (7.4) (9.0) 1.7 Total 3.6 2.8 0.8 (1.4) (2.6) 1.2 In 1996, the growth rate of actual billed sales increased significantly from 1995 due to an increase in the number of billing days and more favorable weather conditions. Unfavorable weather conditions in 1995 reduced sales significantly, compared to the weather conditions in 1996. Sales growth was offset by cooler than normal summer weather conditions in 1996. Casino expansions and construction around Atlantic City, New Jersey were significant contributors to commercial sales growth in 1996. The increases in 1996 Industrial sales were primarily due to the impact of two customers that had previously been supplied by an independent power producer. Costs and Expenses Total Operating Expenses increased 5.4% and 3.6% in 1996 and 1995, respectively. Included in these expenses are the costs of energy, purchased capacity, operations, maintenance, depreciation and taxes. Energy expense reflects costs incurred for energy needed to meet load requirements, various energy supply sources used and operation of the LEC. Changes in costs reflect the varying availability of low-cost generation from ACE-owned and purchased energy sources, and the corresponding unit prices of the energy sources used, as well as changes in the needs of other utilities participating in the Pennsylvania-New Jersey-Maryland Interconnection Power Pool. The cost of energy is recovered from customers primarily through the operation of the LEC. Generally, earnings are not affected by energy costs because these costs are adjusted to match the associated LEC revenues. However, ACE has voluntarily foregone recovery of certain amounts of otherwise recoverable fuel costs through its Southern New Jersey Economic Initiative (SNJEI), thereby reducing earnings through May 1996, as indicated below. Such reduced recoveries are discretionary by ACE, and are influenced by competitive and economic factors. ACE elected not to continue the SNJEI beyond May 1996. Otherwise, in any period, the actual amount of LEC revenue recovered from customers may be greater or less than the actual amount of energy cost incurred in that period. Such respective overrecovery or underrecovery of energy costs is recorded on the Consolidated Balance Sheet as a liability or an asset as appropriate. Amounts from the balance sheet are recognized in the Consolidated Statement of Income within Energy expense during the period in which they are subsequently recovered through the LEC. ACE was underrecovered by $33.5 million and by $31.4 million at December 31, 1996 and 1995, respectively. As a result of implementing the SNJEI, ACE has foregone the recovery of energy costs in LEC rates in the amount of $10.0 million and $28.0 million for the 1995 and 1994 LEC periods, respectively. After tax net income has been reduced by $2.7 million and $12.2 million due to the effects of the initiative for 1996 and 1995, respectively. Energy expense increased 16.3% in 1996 primarily due to the changes in the LEC effective July 17, 1996, permitting ACE to begin recovering over $35.3 million in previously deferred energy costs. Energy expense decreased 9.1% in 1995 primarily due to the increase in underrecovered fuel costs, offset in part by the effects of the SNJEI referred to above. Production related energy costs for 1996 increased 5.3% due to increased sales and decreased 1.9% for 1995 due to reduced generation. Purchased Capacity expense reflects entitlement to generating capacity owned by others. Purchased Capacity expense increased 2.7% and 45.6% in 1996 and 1995, respectively. The increases reflect additional contract capacity supplied by nonutility power producers in each year. Operations expense increased in 1996 by 3.1% and decreased in 1995 by 2.8%. The 1996 increase reflects additional costs associated with Salem Station restart activities offset in part by a credit of the estimated 1995 Nuclear Performance Penalty. The 1995 decrease reflected the benefits of ACE's employee separation programs, offset in part by the aforementioned costs associated with Salem Station. Maintenance expense increased 29.2% in 1996 as a result of additional costs associated with Salem Station restart activities and increased maintenance initiatives. The 1995 decrease of 8.5% was due to cost saving measures employed by ACE. State Excise Taxes expense increased 5.9% in 1995 due to an increase in the tax base used to calculate the tax in comparison to the 1994 tax base. Federal Income Taxes decreased 29.7% in 1996 and increased 37.9% in 1995 as a result of the level of taxable income during those periods. Other-Net within Other Income (Expense) decreased in 1996 due to the net after-tax impacts of the write-down of the carrying value of ASP's commercial property of $0.8 million, the contingency loss for the sale of Binghamton Cogeneration facility of $1.6 million, reduced nonutility earnings and increased income taxes related to other income. Also included is a loss of $1.1 million after-tax from AEE's investment in Enerval, LLC due to a combination of unhedged gas sales agreements and higher spot market prices for gas. Interest on Long Term Debt increased 5.2% in 1995 due to increased amounts of debt outstanding during the year. Other Interest expense increased 88.9% in 1996 and 128.9% in 1995 due primarily to increased short-term debt borrowings. Preferred Securities Dividend Requirements decreased 22.5% and 12.5% in 1996 and 1995, respectively, as a result of mandatory and optional redemptions. Salem Nuclear Generating Station ACE is an owner of 7.41% of Salem Units 1 and 2, which are operated by Public Service Electric & Gas Co. (PS). Salem Units 1 and 2 have been out of service since May 16, 1995 and June 7, 1995, respectively. The Salem units represent 164 megawatts (MWs) of ACE's total installed capacity of 2,385.7 MWs. During these outages, PS has made significant changes and improvements related to the people, processes and equipment at Salem to improve the long-term reliability of the units. Salem Unit 2 is in the final stages of preparation for restart. The reactor has been refueled and reassembled and the reactor coolant pumps have been tested and placed in service. Over 90% of the total work activities have been completed and approximately 80% of the plant systems have been restored. Salem Unit 2 is currently expected to return to service in the second quarter of 1997. Salem Unit 1 is currently expected to return to service in the fall of 1997, after replacement of the unit's four steam generators, which was required in order to correct a generic problem with certain pressurized water reactors. Removal of the old steam generators has been completed and installation of the new steam generators is underway. The estimated cost of purchasing and installing the steam generators is between $150 million and $170 million, of which ACE's share is between $11.1 million and $12.6 million. In addition, the cost of the disposal of the old steam generators could be as much as $20 million, of which ACE's share would be $1.5 million. Effective December 31, 1996, ACE entered into a Stipulation Agreement (Agreement) with PS for the purpose of limiting ACE's exposure to Salem's 1997 operation and maintenance (O&M) expenses. Pursuant to the terms of the Agreement, ACE will pay to PS $10.0 million of O&M expense as a fixed charge payable in twelve equal installments beginning February 1, 1997. ACE's obligation for any additional contribution to 1997 Salem O&M expenses, of which ACE's estimated share would be $21.8 million, is based on performance and directly related to the timely return and operation of Salem Units 1 and 2. To the extent ACE derives a savings against 1997 O&M expenditures, those savings will offset replacement power costs incurred due to the unavailability of the Salem Units. As a result of this Agreement, ACE has agreed to dismiss the complaint filed in the Superior Court of New Jersey in March 1996 alleging negligence and breach of contract. On February 27, 1996, the Salem co-owners filed a Complaint in United States District Court for the District of New Jersey against Westinghouse Electric Corporation, the designer and manufacturer of the Salem steam generators, under Federal and state statutes alleging fraud, negligent misrepresentation and breach of contract. The Westinghouse complaint seeks compensatory and punitive damages. On April 30, 1996, Westinghouse filed an answer and a counterclaim of $2.5 million for unpaid work. The litigation is in the process of discovery and investigation. ACE is subject to a performance standard for its five jointly- owned nuclear units. This standard is used by the BPU in determining recovery of replacement energy costs when output from the nuclear units is reduced or not available. Underperformance results in penalties which are not permitted to be recovered from customers and are charged against income. In accordance with the standard, ACE anticipated that it would incur a nuclear performance penalty for 1995 and had recorded a provision for such. According to the Salem outage stipulation agreement as previously discussed in Note 3, the performances of Salem Units 1 and 2 are not included in the calculation of a nuclear performance penalty for the period each unit was taken out of service up to each unit's respective return-to-service date. The parties to the stipulation agreed that for the years 1995 and 1996, there will be no penalty or reward under the nuclear performance standard. ACE had recorded a 1995 performance penalty of $0.8 million, net of tax. This amount has been incorporated into the net amount recorded for the Salem stipulation as discussed in Note 3 to the Consolidated Financial Statements. The outage of each Salem unit causes ACE to incur replacement power costs of approximately $0.7 million per unit per month. ACE's replacement power costs for the current outage for each unit, up to the agreed upon return-to-service dates, will be recoverable in rates in ACE's next LEC proceeding. As discussed above, replacement power costs incurred after the respective agreed upon return-to-service dates for the Salem Units will not be recoverable in rates. Competition Competition is expected to increase for electric energy markets historically served exclusively by regulated utilities. In recent years, changing laws and governmental regulations permitting competition from other utilities and nonregulated energy suppliers have prompted some customers to use self- generation or alternative sources to meet their electric needs. As the electric utility industry transitions from a regulated to a competitive industry, utilities may not be able to recover certain costs. These costs, which are known as "stranded" costs, could result from the shift from cost of service based pricing to market-based pricing and from customers choosing different energy suppliers than ACE. Potential types of stranded costs include 1) above-market costs associated with generation facilities or long term power purchase agreements and 2) regulatory assets, which are expenses deferred and expected to be recovered from customers in the future. In April 1996, the Federal Energy Regulatory Commission issued Order No. 888 "Promoting Wholesale Competition Through Open Access Non-Discriminatory Transmission Service by Public Utilities; Recovery of Stranded Costs by Public Utilities and Transmitting Utilities". The Order is designed to remove impediments to competition in the wholesale bulk power marketplace, to bring more efficient, lower cost power to electricity consumers, and provide an equitable means to transition the industry to the new environment. Under this Order, utilities are required to offer transmission services for wholesale energy transactions to others on a nondiscriminatory basis. Tariffs have been established by ACE for these services, which ACE must also apply to its own wholesale energy transactions. On January 16, 1997, the BPU issued a Draft Phase II of the New Jersey Energy Master Plan (the Plan). In the Plan, the BPU has recommended that retail customers in New Jersey have the ability to choose their electric energy supplier beginning in October 1998 using a phase-in plan that will include all retail customers by April 2001. Customers would be able to sign an agreement with a third-party energy supplier and each electric utility, including ACE, would continue to be responsible for providing distribution service. Price and service quality for such distribution would continue to be regulated by the BPU. Beginning October 1998, costs for electric service, which consist of power generation, transmission, distribution, metering and billing will need to be unbundled. Transmission service would be provided by an Independent System Operator which would be responsible for maintaining a regional power grid that would continue to be regulated by FERC. The Plan states that the BPU is committed to assuring that a fully competitive marketplace exists prior to the ending of its economic regulation of power supply. At a minimum, utility generating assets and functions must be separated and operate at arms length from the transmission, distribution and customer service functions of the electric utility. The BPU reserves final judgment on the issue of requiring divestiture of utility generating assets until detailed analyses of the potential for market power abuses by utilities have been performed. The Plan addresses the issue of "stranded" costs related to the generating capacity currently in utility rates. High costs of construction and operations incurred by the jointly-owned nuclear power plants and the long-term high cost supply contracts with independent power producers are two significant contributing factors. The report proposes recovery of stranded costs over a four to eight year period, through a specific market transition charge which will be a separate component of a customer's bill. Determination of the recoverability of costs will be on a case by case basis with no guarantee for 100% recovery of eligible stranded costs. The Plan provides that the opportunity for full recovery of such eligible costs is contingent upon and may be constrained by the utility meeting a number of conditions, including achievement of a BPU goal of delivering a near term rate reduction to customers of five to ten percent. The Plan states that the independent power contracts must be eligible for stranded cost recovery. The Plan further states that utilities are obligated to take all reasonably available measures to mitigate stranded costs caused by the introduction of retail competition. The Plan further notes that New Jersey is studying the "securitization" of stranded costs as a means of financing these costs at interest rates lower than the utility cost of capital, thereby helping to mitigate the rate impact of stranded cost recovery. Recovery of securitization may occur over a different period of time. The plan also suggest that a cap may be imposed on the level of the charge as a mechanism to achieve the goal of overall rate reduction. The BPU intends to issue final findings and recommendations on the electric utility industry restructuring plan in April 1997. Each electric utility in the State is to file a complete restructuring plan, stranded cost filing and unbundled rate filing no later than July 15, 1997. ACE has not filed for accelerated depreciation of any capital assets or special rate plans applicable to particular classes of customers. However, in 1996 ACE has entered into BPU approved Off-Tariff Rate Agreements (OTRA's) with at-risk customers which provide for special rates for customers who may choose to leave ACE's energy system because they have alternative energy sources available. To date, the aggregate amount of such reduced rate agreements was $2.2 million, net of tax. ACE has significant long term contract commitments to purchase capacity and energy from nonutility sources at above-market costs. Recovery of amounts associated with these contracts is through ACE's LEC, for which rates are subject to approval by the BPU annually. In connection with the BPU's Plan, ACE is uncertain as to the level of stranded costs that may arise or the degree to which these costs will be recovered. If the final restructuring plan requires ACE to recognize amounts as unrecoverable, ACE may be required to write down asset values, and such writedowns could be material. In March 1996, the New Jersey Department of Treasury and the BPU jointly proposed to replace the energy excise tax currently imposed on electric and gas utilities. Under the proposal, utilities would pay a state corporate business tax, a state sales tax of six percent collected on all retail sales of energy services and a state transitional energy facilities assessment tax (TEFA) for a limited number of years. A gradual phase-out of the TEFA is proposed. At the completion of the TEFA phase-out, the total energy tax burden would be reduced by approximately 45%. Statement of Position of the Accounting Standards Board 96-1 "Environmental Remediation Liabilities" (SOP 96-1) is effective for fiscal years that begin after December 15, 1996. SOP 96-1 provides guidance where remediation is required because of the threat of litigation, a claim or an assessment. This Statement does not provide guidance on accounting for pollution control costs as it applies to current operations, costs of future site restoration or closure that are required upon the cessation of operations or sale of facilities or for remediation obligations undertaken at the sole discretion of management. The adoption of SOP 96-1 is not expected to have a material impact on the financial position, results of operations or net cash flows of the Company. Outlook The electric utility industry is undergoing fundamental change through the introduction of competition and customer choice. The timing and scope of regulatory changes currently being proposed in New Jersey will have a significant impact on ACE's economic viability and ability to compete in the energy marketplace. Any legislative initiatives permitting the orderly and efficient transition to competition, through such means as market transition charges, tax reallocation or enabling amendments to existing laws, will serve to insure recovery of prudently incurred investments. In anticipation of heightened competition in energy markets, ACE is pursuing a number of initiatives designed to strengthen its position in the marketplace. The proposed merger and formation of Conectiv provides strategic and operational opportunities to better meet the coming competitive environment. Those opportunities are derived from increased financial strength, improved management, efficiencies of operations, better utilization and coordination of existing and future facilities. The proposed merger is part of a wider trend in the utility industry toward consolidation and strategic partnerships in order to create larger, stronger companies ready for the onset of competition. The receipt of all requisite regulatory approvals to consummate the merger is expected to be obtained by late 1997 or early 1998, but cannot be assured. The cost of ACE's power supply, including the cost of power purchased from independent power producers, along with its retail prices are expected to be critical success factors in a competitive marketplace. ACE is focusing on cost and rate control measures as well as the development of new energy-related products and services. Alternate pricing mechanisms and rate discounts for key at-risk customers will be necessary, and while having a long term economic benefit, will cause detrimental impacts on revenues and income in the near term. New value-added products and services for the retail energy consumer which create customer loyalty and satisfaction will be a keystone of the Company's strategic business focus. AEI's utility business will continue to be affected by regional economic trends and social initiatives, as well as the impacts of abnormal weather and inflation. Such regional economic trends are favorable and include the growth of the Atlantic City gaming industry which appears poised for a "second wave" of development. Ongoing requirements for service reliability, and compliance with existing and new environmental regulations, will cause additional capital investments to be made by ACE. ACE's planned construction budget is $417 million for the five year period beginning in 1997 with an expected reduction in its external cash requirements. ACE's ability to generate cash flows or access the capital markets may be affected by competitive pressures on revenues and income. The operational performance of ACE's jointly-owned nuclear units, as well as significant changes in the costs to decommission those facilities at the end of their useful lives, will continue to be a factor in ACE's financial results. ACE will attempt to mitigate such factors whenever possible. ACE has entered into a performance-based agreement with PS, the operator of the Salem Station to limit its exposure for operations and maintenance expenses in 1997. To the extent that ACE derives a savings in 1997 O&M expenditures, those savings will offset unrecovered replacement power costs incurred as a result of the unavailability of the Salem units. AEI's utility business will continue to be the primary factor influencing the Company's overall financial performance. However, growth in new business ventures such as ATS and enabling strategic alliances like Enerval, LLC, will require the efficient development of entrepreneurial expertise and financial resources to be successful. Inflation Inflation affects the level of operating expenses and also the cost of new utility plant placed in service. Traditionally, the rate making practices that have applied to ACE have involved the use of historical test years and the actual cost of utility plant. However, the ability to recover increased costs through rates, whether resulting from inflation or otherwise, depends upon both market circumstances and the frequency, timing and results of rate case decisions. Other The Private Securities Litigation Reform Act of 1995 (the Act) provides a new "safe harbor" for forward-looking statements to encourage such disclosures without the threat of litigation providing those statements are identified as forward-looking and are accompanied by meaningful, cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Forward- looking statements have been and will be made in written documents and oral presentation of AEI and its subsidiaries. Such statements are based on managements beliefs as well as assumptions made by and information currently available to management. When used in AEI and subsidiary documents or oral presentation, the words "anticipate", "estimate", "expect", "objective" and similar expressions are intended to identify such forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following: deregulation, and the unbundling of energy supplies and services; an increasingly competitive energy marketplace; sales retention and growth potential in a mature service territory and a need to contain costs; ability to obtain adequate and timely rate relief, cost recovery, including the potential impact of stranded costs, and other necessary regulatory approvals; federal and state regulatory actions; costs of construction; operating restrictions, increased cost and construction delays attributable to environmental regulations; controversies regarding electric and magnetic fields; nuclear decommissioning and the availability of reprocessing and storage facilities for spent nuclear fuel; licensing and regulatory approval necessary for nuclear and other operating station; and credit market concerns with these issues. AEI and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors pursuant to the Act should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by AEI and its subsidiaries prior to the effective date of the Act. ATLANTIC CITY ELECTRIC COMPANY AND SUBSIDIARY The information required by this item is incorporated herein by reference from the following portions of AEI's Management's Discussion and Analysis of Financial Condition and Results of Operations, insofar as they relate to ACE and its subsidiary: Financial Summary, Liquidity and Capital Resources - Atlantic City Electric Company, Results of Operations, Salem Nuclear Generating Station, Competition, Outlook, Inflation and Other. ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF MANAGEMENT-Atlantic Energy, Inc. The management of Atlantic Energy, Inc. and its subsidiaries (the Company) is responsible for the preparation of the consolidated financial statements presented in this Annual Report. The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the consolidated financial statements, management made informed judgments and estimates, as necessary, relating to events and transactions reported. Management has established a system of internal accounting and financial controls and procedures designed to provide reasonable assurance as to the integrity and reliability of financial reporting. In any system of financial reporting controls, inherent limitations exist. Management continually examines the effectiveness and efficiency of this system, and actions are taken when opportunities for improvement are identified. Management believes that, as of December 31, 1996, the system of internal accounting and financial controls over financial reporting is effective. Management also recognizes its responsibility for fostering a strong ethical climate in which the Company's affairs are conducted according to the highest standards of corporate conduct. This responsibility is characterized and reflected in the Company's code of ethics and business conduct policy. The consolidated financial statements have been audited by Deloitte & Touche LLP, Certified Public Accountants. Deloitte & Touche LLP, provides objective, independent audits as to management's discharge of its responsibilities insofar as they relate to the fairness of the financial statements. Their audits are based on procedures believed by them to provide reasonable assurance that the financial statements are free of material misstatement. The Company's internal auditing function conducts audits and appraisals of the Company's operations. It evaluates the system of internal accounting, financial and operational controls and compliance with established procedures. Both the external auditors and the internal auditors periodically make recommendations concerning the Company's internal control structure to management and the Audit Committee of the Board of Directors. Management responds to such recommendations as appropriate in the circumstances. None of the recommendations made for the year ended December 31, 1996 represented significant deficiencies in the design or operation of the Company's internal control structure. /s/ J. L. Jacobs /s/ M. J. Barron J. L. Jacobs M. J. Barron Chairman and Vice President and Chief Executive Officer Chief Financial Officer February 7, 1997 REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board of Directors is comprised solely of independent directors. The members of the Committee are: Matthew Holden, Jr., Kathleen MacDonnell, Bernard J. Morgan and Harold J. Raveche. The Committee held 5 meetings during 1996. The Committee oversees the Company's financial reporting process on behalf of the Board of Directors. In fulfilling its responsibility, the Committee recommended to the Board of Directors, subject to shareholder ratification, the selection of the Company's independent auditors, Deloitte & Touche LLP. The Committee discussed with the Company's internal auditors and Deloitte & Touche LLP, the overall scope of and specific plans for their respective activities concerning the Company. The Committee meets regularly with the internal and external auditors, without management present, to discuss the results of their activities, the adequacy of the Company's system of accounting, financial and operational controls and the overall quality of the Company's financial reporting. The meetings are designed to facilitate any private communication with the Committee desired by the internal and external auditors. No significant actions by the Committee were required during the year ended December 31, 1996 as a result of any communications conducted. /s/ Matthew Holden, Jr. Matthew Holden, Jr. Chairman, Audit Committee February 7, 1997 INDEPENDENT AUDITORS' REPORT To the Shareholders and the Board of Directors of Atlantic Energy, Inc.: We have audited the accompanying consolidated balance sheets of Atlantic Energy, Inc. and subsidiaries as of December 31, 1996 and 1995 and the related consolidated statements of income, changes in common shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Atlantic Energy, Inc. and subsidiaries at December 31, 1996 and 1995 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP Deloitte & Touche LLP February 7, 1997 Parsippany, New Jersey Atlantic Energy, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF INCOME (Thousands of Dollars, except per share amounts) For the Years Ended December 31, 1996 1995 1994 Operating Revenues-Electric $980,255 $953,137 $913,039 Operating Expenses: Energy 223,091 191,766 210,891 Purchased Capacity 195,699 190,570 130,929 Operations 156,799 152,060 156,409 Employee Separation Costs - - 26,600 Maintenance 44,418 34,379 37,568 Depreciation and Amortization 80,845 78,461 73,344 State Excise Taxes 104,815 102,811 97,072 Federal Income Taxes 32,272 45,876 33,264 Other Taxes 9,888 8,677 10,757 Total Operating Expenses 847,827 804,600 776,834 Operating Income 132,428 148,537 136,205 Other Income and Expense: Allowance for Equity Funds Used During Construction 879 817 3,634 Other-Net 663 8,241 8,678 Total Other Income and Expense 1,542 9,058 12,312 Income Before Interest Charges 133,970 157,595 148,517 Interest Charges: Interest on Long Term Debt 60,029 60,329 57,346 Other Interest Expense 4,818 2,550 1,114 Total Interest Charges 64,847 62,879 58,460 Allowance for Borrowed Funds Used During Construction (976) (1,679) (2,772) Net Interest Charges 63,871 61,200 55,688 Less Preferred Securities Dividend Requirements of Subsidiary 11,332 14,627 16,716 Net Income $ 58,767 $ 81,768 $ 76,113 Average Number of Shares of Common Stock Outstanding(in thousands) 52,702 52,815 54,149 Per Common Share: Earnings $1.12 $1.55 $1.41 Dividends Declared $1.54 $1.54 $1.54 Dividends Paid $1.54 $1.54 $1.54 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Atlantic Energy, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (Thousands of Dollars) For the Years Ended December 31, 1996 1995 1994 Cash Flows Of Operating Activities: Net Income $ 58,767 $ 81,768 $ 76,113 Unrecovered Purchased Power Costs 16,417 15,721 14,920 Deferred Energy Costs (2,095) (20,435) (3,819) Preferred Securities Dividend of ACE 11,332 14,627 16,716 Depreciation and Amortization 80,845 78,461 73,344 Deferred Income Taxes-Net 6,192 25,946 17,863 Unrecovered State Excise Taxes 9,560 9,560 (40,128) Employee Separation Costs (7,179) (19,112) 26,600 Net Changes Working Capital Components: Accounts Receivable&Unbilled Revenues (5,004) (24,400) 1,840 Accounts Payable 5,651 (5,222) 2,233 Inventory (2,602) 4,960 (12,988) Other 26,372 (18,406) (12,557) Other-Net (3,772) 4,893 (2,457) Net Cash Provided by Operating Activities 194,484 148,361 157,680 Cash Flows Of Investing Activities: Utility Construction Expenditures (86,805) (100,904) (119,961) Leased Nuclear Fuel Material (6,833) (10,446) (10,713) Nonutility Construction Expenditures (25,451) (5,226) (6,807) Other-Net (14,783) (23,794) (10,893) Net Cash Used by Investing Activities (133,872) (140,370) (148,374) Cash Flows Of Financing Activities: Proceeds from Long Term Debt 45,075 168,904 54,572 Retirement/Maturity of Long Term Debt (12,266) (57,489) (42,664) Issuance of Cumulative Quarterly Income Preferred Securities 70,000 - - Increase in Short Term Debt 34,405 21,945 8,600 Proceeds from Common Stock Issued - - 10,289 Repurchase of Common Stock - (29,626) (3,909) Redemption of Preferred Stock-ACE (98,876) (24,500) (24,500) Dividends Declared-ACE Preferred Securities (11,332) (14,627) (16,716) Dividends Declared on Common Stock (81,163) (81,088) (75,829) Proceeds-Capital Lease Obligations 6,833 10,466 10,734 Other-Net (3,701) (1,399) 1,596 Net Cash Used by Financing Activities (51,025) (7,414) (77,827) Net Increase (Decrease) in Cash and Temporary Investments 9,587 577 (68,521) Cash and Temporary Investments: Beginning of year 5,691 5,114 73,635 End of year $ 15,278 $ 5,691 $ 5,114 Supplemental Schedule of Payments: Interest $ 68,551 $ 61,160 $ 62,855 Income taxes $ 28,101 $ 30,769 $ 23,374 Noncash Financing Activities: Common Stock issued under stock plans-net $ - $ 120 $ 7,652 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Atlantic Energy, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEET (Thousands of Dollars) December 31, 1996 1995 Assets Electric Utility Plant: In Service: Production $1,212,380 $1,187,169 Transmission 373,358 366,242 Distribution 731,272 691,830 General 191,210 183,935 Total In Service 2,508,220 2,429,176 Less Accumulated Depreciation 871,531 794,479 Utility Plant in Service-Net 1,636,689 1,634,697 Construction Work in Progress 117,188 119,270 Land Held for Future Use 5,604 6,941 Leased Property-Net 39,914 40,878 Electric Utility Plant-Net 1,799,395 1,801,786 Investments and Nonutility Property: Investment in Leveraged Leases 79,687 78,959 Nuclear Decommissioning Trust Fund 71,120 61,802 Nonutility Property and Equipment-Net 46,147 22,743 Other Investments and Funds 53,550 52,780 Total Investments and Nonutility Property 250,504 216,284 Current Assets: Cash and Temporary Investments 15,278 5,691 Accounts Receivable: Utility Service 64,432 66,099 Miscellaneous 32,547 17,477 Allowance for Doubtful Accounts (3,500) (3,300) Unbilled Revenues 33,315 41,515 Fuel (at average cost) 29,682 25,459 Materials and Supplies (at average cost) 23,815 25,434 Working Funds 15,517 14,421 Deferred Energy Costs 33,529 31,434 Prepaid Excise Tax 7,125 10,753 Other 11,354 13,339 Total Current Assets 263,094 248,322 Deferred Debits: Unrecovered Purchased Power Costs 83,400 99,817 Recoverable Future Federal Income Taxes 85,858 85,858 Unrecovered State Excise Taxes 54,714 64,274 Unamortized Debt Costs 44,423 39,004 Other Regulatory Assets 59,575 54,568 License Fees 17,733 - Other 12,066 7,975 Total Deferred Debits 357,769 351,496 Total Assets $2,670,762 $2,617,888 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Atlantic Energy, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEET (Thousands of Dollars) December 31, 1996 1995 Liabilities and Capitalization Capitalization: Common Shareholders' Equity: Common Stock, no par value; 75,000,000 shares authorized; issued and outstanding: 1996 - 52,502,479 ; 1995 - 52,531,878 $ 562,746 $ 563,436 Retained Earnings 227,630 249,741 Unearned Compensation (2,982) (3,008) Total Common Shareholders' Equity 787,394 810,169 Preferred Securities of Atlantic Electric: Not Subject to Mandatory Redemption 30,000 40,000 Subject to Mandatory Redemption 43,950 114,750 Cumulative Quarterly Income Preferred Securities 70,000 - Long Term Debt 829,745 829,856 Total Capitalization (excluding current portion) 1,761,089 1,794,775 Current Liabilities: Preferred Stock Redemption Requirement 10,000 22,250 Capital Lease Obligation-Current Portion 702 659 Long Term Debt-Current Portion 98,250 65,247 Short Term Debt 64,950 30,545 Accounts Payable 66,508 60,858 Taxes Accrued 7,504 3,450 Interest Accrued 20,241 20,315 Dividends Declared 21,701 23,490 Deferred Income Taxes 3,190 2,569 Provision for Rate Refunds 13,000 - Other 24,696 27,383 Total Current Liabilities 330,742 256,766 Deferred Credits and Other Liabilities: Deferred Income Taxes 434,108 425,875 Deferred Investment Tax Credits 46,577 49,112 Capital Lease Obligations 39,212 40,227 Other 59,034 51,133 Total Deferred Credits and Other Liabilities 578,931 566,347 Commitments and Contingencies (Note 10) Total Liabilities and Capitalization $2,670,762 $2,617,888 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization Atlantic Energy, Inc. (the Company, AEI or parent) is the parent of Atlantic City Electric Company (ACE), Atlantic Energy Enterprises, Inc. (AEE) and Atlantic Energy International, Inc. (AEII), which are wholly-owned subsidiaries. ACE is a public utility primarily engaged in the generation, transmission, distribution and sale of electric energy. ACE's service territory encompasses approximately 2,700 square miles within the southern one-third of New Jersey with the majority of customers being residential and commercial. ACE, with its wholly-owned subsidiary that operates certain generating facilities, is the principal subsidiary within the consolidated group. AEE is a holding company which is responsible for the management of the investments in the nonutility companies consisting of: Atlantic Generation, Inc. (AGI), Atlantic Southern Properties, Inc. (ASP), ATE Investment, Inc. (ATE), Atlantic Thermal Systems, Inc. (ATS), CoastalComm, Inc. (CCI) and Atlantic Energy Technology, Inc. (AET). AGI and its wholly-owned subsidiaries are engaged in the development, acquisition, ownership and operation of cogeneration power projects. AGI's activities, through its subsidiaries, are represented by partnership interests in cogeneration facilities located in New Jersey and New York. ASP owns and manages a commercial office and warehouse facility located in Atlantic County, New Jersey. ATE provides financing management and financing to affiliates and manages a portfolio of investments in leveraged leases for equipment used in the airline and shipping industries. In August 1996, ATE joined with an unaffiliated company to create EnerTech Capital Partners, L.P., an equity limited partnership that will invest in a variety of energy- related technology growth companies. ATS and its wholly-owned subsidiaries are engaged in the development and operation of thermal heating and cooling systems. CCI manages an investment in telecommunication technology. AEE also has a 50% equity interest in Enerval, LLC which provides energy management services, including natural gas supply, transportation and marketing. In July 1996, AEI formed a new subsidiary AEII, to provide utility consulting services and equipment sales to international markets. Pending Merger On August 12, 1996, the Boards of Directors of AEI and Delmarva Power & Light Company (DP&L) jointly announced an agreement to merge the companies into a new company named Conectiv, Inc. (Conectiv). Conectiv, a newly formed Delaware corporation, will become the parent of Atlantic Energy's subsidiaries and the parent of DP&L and its subsidiaries. DP&L is predominately a public utility engaged in electric and gas service. DP&L provides retail and wholesale electric service to customers located in about a 6,000 square mile territory located in Delaware, eastern shore counties in Maryland and the eastern shore area of Virginia. DP&L provides gas service to retail and transportation customers in an area consisting of about 275 square miles in Northern Delaware, including the City of Wilmington. The merger is to be a tax-free, stock-for-stock transaction accounted for as a purchase by Conectiv. Under the terms of the agreement, DP&L shareholders will receive one share of Conectiv's common stock for each share of DP&L common stock held. AEI shareholders will receive 0.75 shares of Conectiv's common stock and 0.125 shares of Conectiv's Class A common stock for each share of AEI common stock held. On January 30, 1997, the merger was approved by the shareholders of both companies. In order for the merger to become effective, approvals are still needed from a number of Federal and state regulatory agencies. The Company expects the regulatory approval process to be completed in late 1997 or early 1998. The total consideration to be paid to the Company's common stockholders, measured by the average daily closing market price of the Company's common stock for the ten trading days following public announcement of the merger, is $948.6 million. The consideration paid plus estimated acquisition costs and liabilities assumed in connection with the merger are expected to exceed the net book value of the Company's net assets by approximately $204.5 million, which will be recorded as goodwill by Conectiv. The goodwill will be amortized over 40 years. Selected information on each company at December 31, 1996 and the year then ended is shown below (in thousands, except for number of customers): AEI DP&L Operating Revenues $ 980,255 $1,094,961 Net Income $ 58,767 $ 116,187 Assets $2,670,762 $2,979,153 Electric Customers 477,611 442,116 Gas Customers - 100,904 Combination of the above amounts would not necessarily be reflective of the amounts that would result from a consolidation of the companies. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. ACE and AEE consolidate their respective subsidiaries. Ownership interests in other entities, between 20% and 50%, where control is not evident, are accounted for using the equity method of accounting. Certain prior year amounts have been reclassified to conform to the current year reporting of these items. Regulation - ACE The accounting policies and rates of service for ACE are subject to the regulations of the New Jersey Board of Public Utilities (BPU) and in certain respects to the Federal Energy Regulatory Commission (FERC). ACE follows generally accepted accounting principles (GAAP) and financial reporting requirements employed by all industries as specified by the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC). However, accounting for rate regulated industries may depart from GAAP as permitted by Statement of Financial Accounting Standards No. 71 (SFAS No. 71). SFAS No. 71 provides guidance on circumstances where the economic effect of a regulator's decision warrants different applications of GAAP as a result of the rate making process. In setting rates, a regulator may provide recovery of an incurred cost in a year or years other than the year the cost was incurred. As permitted by SFAS No. 71, costs ordered by a regulator to be deferred or capitalized for future recovery are recorded as a regulatory asset because the regulator's rate action provides reasonable assurance of future economic benefits attributable to these costs. In a non-rate regulated industry, such costs are charged to expense in the year incurred. SFAS No. 71 further specifies that a regulatory liability is recorded when a regulator orders a refund to customers of revenues previously collected, or when existing rates provide for recovery of future costs not yet incurred. Such treatment is not afforded to non- rate regulated companies. When collection of regulatory assets or relief of regulatory liabilities is no longer probable, the assets and liabilities are applied to income in the year that the assessment is made. Specific regulatory assets and liabilities that have been recorded are discussed in Note 11. Electric Operating Revenues - ACE Revenues are recognized when electric energy services are rendered, and include estimates for amounts unbilled at the end of the year for energy used by customers subsequent to the last bill rendered for the calendar year. Nuclear Fuel - ACE Fuel costs associated with ACE's participation in jointly-owned nuclear generating stations, including spent nuclear fuel disposal costs, are charged to Energy expense based on the units of thermal energy produced. Electric Utility Plant and Depreciation - ACE Property is stated at original cost. Generally, Utility Plant is subject to a first mortgage lien. The cost of property additions, including replacement of units of property and betterments, are capitalized. Included in certain property additions is an Allowance for Funds Used During Construction (AFDC), which is defined in the applicable regulatory system of accounts as the cost, during the period of construction, of borrowed funds used for construction purposes and a reasonable rate on other funds when so used. AFDC has been calculated using a semi-annually compounded rate of 8.25% for all periods. ACE provides for straight-line depreciation based on: transmission and distribution property - estimated remaining life; nuclear property - remaining life of the related plant operating license in existence at the time of the last base rate case; other depreciable property - estimated average service life. The overall composite rate of depreciation was 3.3% for the last three years. Accumulated depreciation is charged with the cost of depreciable property retired together with removal costs less salvage and other recoveries. Nonutility Property and Equipment Nonutility Property and Equipment includes project development costs and construction work in progress, including capitalized interest, related to the development and construction of thermal heating and cooling systems of ATS. Capitalized interest related to Nonutility expenditures was not material to the financial results of the Company. ASP's commercial site, including the cost of improvements and certain preacquisition costs is stated at fair market value. In 1996 and 1994, management of the Company authorized write-downs of $1.2 million and $2.6 million, respectively, of the carrying value of this commercial site reflecting diminished value due to excess vacancy and the decline in the local commercial real estate market. Nuclear Plant Decommissioning Reserve - ACE A reserve for decommissioning costs is presented as a component of accumulated depreciation and amounted to $70.2 million and $60.9 million at December 31, 1996 and 1995, respectively. The SEC has questioned certain accounting practices employed by the electric utility industry concerning decommissioning costs for nuclear generating facilities. In 1996, the FASB issued a Proposed Statement of Financial Accounting Standard "Accounting for Certain Liabilities Related to Closure or Removal of Long-lived Assets" which would establish accounting standards for certain obligations that are incurred for the closure and removal of long-lived assets. Under the proposed statement, which includes decommissioning costs for nuclear generating facilities, a regulated utility would recognize a regulatory asset or liability for differences, if any, in the timing of recognition of the costs of closure and removal of assets for financial reporting purposes and rate making treatment. To date, the FASB has not issued a final accounting standard. Deferred Energy Costs - ACE As approved by the BPU, ACE has a Levelized Energy Clause (LEC) through which energy and energy-related costs (energy costs) are charged to customers. LEC rates are based on projected energy costs and prior period underrecoveries or overrecoveries. Generally, energy costs are recovered through levelized rates over the period of projection, which is usually a 12-month period. In any period, the actual amount of LEC revenues recovered from customers may be greater or less than the recoverable amount of energy costs incurred in that period. Energy expense is adjusted to match the associated LEC revenues. Any underrecovery (an asset representing energy costs incurred that are to be collected from customers) or overrecovery (a liability representing previously collected energy costs to be returned to customers) of costs is deferred on the Consolidated Balance Sheet as Deferred Energy Costs. These deferrals are recognized in the Consolidated Statement of Income as Energy expense during the period in which they are subsequently included in the LEC. Income Taxes Deferred Federal and state income taxes are provided on all significant temporary differences between book bases and tax bases of assets and liabilities, transactions that reflect taxable income in a year different than book income and tax carryforwards. Investment tax credits previously used for income tax purposes have been deferred on the Consolidated Balance Sheet and are recognized in book income over the life of the related property. The Company and its subsidiaries file a consolidated Federal income tax return. Income taxes are allocated to each of the companies within the consolidated group based on the separate return method. Cash & Temporary Investments AEI and ACE consider all highly liquid investments and debt securities purchased with a maturity of three months or less to be cash equivalents. Earnings Per Common Share This is computed based upon the weighted average number of common shares outstanding during the year. Common stock equivalents exist but are not included in the computation of earnings per share because they are currently antidilutive. Use of Estimates The preparation of financial statements in conformity with GAAP requires management at times to make certain judgments, estimates and assumptions that affect amounts and matters reported at the year end dates and for the annual periods presented. Actual results could differ from those estimates. Any change in the judgments, estimates and assumptions used, which in management's opinion would have a significant effect on the financial statements, will be reported when management becomes aware of such changes. Other Debt premium, discount and expense of ACE are amortized over the life of the related debt. Premiums associated with the 1996 Preferred Stock redemptions are being deferred and amortized over the life of the related Cumulative Quarterly Income Preferred Securities in accordance with BPU approval. In March 1995, the FASB issued Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" (SFAS No. 121), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. On January 1, 1996, the Company adopted SFAS No. 121 and there was no material impact on its results of operations. The FASB issued Statement No. 123, "Accounting for Stock-Based Compensation"(SFAS No. 123), effective January 1, 1996. This statement encourages a fair value method to account for stock-based compensation, as an alternative to the intrinsic value currently permitted by Accounting Principles Board Opinion No. 25 (APB No. 25), "Accounting for Stock Issued to Employees". The Company is continuing to use the intrinsic value method presented by APB No. 25 to record compensation expense. See Note 4. NOTE 2. INCOME TAXES The components of Federal income tax expense for the years ended December 31 are as follows: (000) 1996 1995 1994 Current $ 27,061 $ 20,483 $ 19,729 Deferred 6,587 25,993 17,414 Investment Tax Credits Recognized on Leveraged Leases (78) (28) - Total Federal Income Tax Expense 33,570 46,448 37,143 Less Amounts in Other Income 1,298 572 3,879 Federal Income Taxes in Operating Expenses $ 32,272 $ 45,876 $ 33,264 A reconciliation of the expected Federal income taxes compared to the reported Federal income tax expense computed by applying the statutory rate for the years ended December 31 follows: 1996 1995 1994 Statutory Federal Income Tax Rate 35% 35% 35% (000) Income Tax Computed at the Statutory Rate $ 36,058 $ 49,995 $ 45,490 Plant Basis Differences 3,096 1,307 (27) Amortization of Investment Tax Credits (2,612) (2,562) (2,534) Tax Adjustments (68) (897) (4,097) Other-Net (2,904) (1,395) (1,689) Total Federal Income Tax Expense $ 33,570 $ 46,448 $ 37,143 Effective Federal Income Tax Rate 33% 33% 29% State income tax expense is not significant. Items comprising deferred tax balances as of December 31 are as follows: (000) 1996 1995 Deferred Tax Liabilities: Plant Basis Differences $326,673 $316,834 Leveraged Leases 76,671 71,180 Unrecovered Purchased Power Costs 22,630 28,209 State Excise Taxes 20,141 22,527 Other 33,192 32,825 Total Deferred Tax Liabilities 479,307 471,575 Deferred Tax Assets: Deferred Investment Tax Credits 25,143 26,511 Employee Separation Costs 526 2,621 Other 16,340 13,999 Total Deferred Tax Assets 42,009 43,131 Total Deferred Taxes-Net $437,298 $428,444 At December 31, 1996 and 1995, deferred tax assets exist for cumulative state income tax net operating loss (NOL's) carryforwards. Valuation allowances of virtually the same amounts have been recorded. The effects of the state NOL's and associated valuation allowances are not material to consolidated results of operations and financial position. At December 31, 1996 unexpired state NOL's amount to approximately $72 million, with expiration dates from 1997 through 2003. As of December 31, 1996, AEI used the balance of its Federal Alternative Minimum Tax credit. This credit was included in the tax effects of the ATE leveraged leases. NOTE 3. RATE MATTERS OF ACE Energy Clause Proceedings Changes in Levelized Energy Clause Rates 1994 - 1996 Amount Amount Date Requested Granted Date Filed (millions) (millions) Effective 2/94 $63.0 $55.0 7/94 4/95 37.0 37.0 7/95 3/96 49.7 27.6 7/96 ACE's LEC is subject to annual review by the BPU. In February 1994, ACE filed a petition with the BPU requesting an increase in LEC revenues of $63 million for the period June 1, 1994 through May 31, 1995. This filing introduced the Southern New Jersey Economic Initiative (SNJEI), an ACE initiative designed to phase in the impact of nonutility purchased power contracts by forgoing the recovery of $28 million in energy costs incurred during the 1994/1995 LEC period. In November 1994, the BPU approved the continuation of a provisional LEC rate increase of $55 million that had been in effect since July 1994. In April 1995, ACE filed a petition with the BPU requesting a $37 million increase in LEC revenues for the period June 1, 1995 through May 31, 1996. ACE reduced the amount requested by $10 million under the SNJEI. ACE also reduced the request by $20.6 million for deferral, without carrying costs, to be recovered in the next LEC period. In March 1996, the BPU approved the continuance of the provisional increase of $37 million that had been in effect since July 1995. On March 29, 1996, ACE submitted to the BPU a request for a $49.7 million increase in annual LEC revenues effective June 1, 1996. The request included the recovery of $20.6 million of LEC costs previously deferred from the 1995 LEC request as well as a proposal to defer $14.7 million of 1996/1997 LEC costs, to be recovered without carrying costs in the next LEC period. A stipulation was reached among ACE, the New Jersey Division of the Ratepayer Advocate (Ratepayer Advocate) and the Staff of the BPU (collectively the parties) and approved by the BPU on July 17, 1996, allowing ACE to implement provisional rates resulting in an increase of annual LEC revenues of $27.6 million. The stipulation provided for hearings to decide the following LEC rate issues: recovery of $27.8 million for the estimated replacement power costs related to the Salem Nuclear Generating Station (Salem) Unit 1 and 2 outages; $1.7 million in deferred replacement power costs associated with a 1994 Salem Unit 1 outage and $1.7 million in New Jersey emission fees. The provisional LEC rates also included the deferral of $6.4 million in 1996/97 LEC costs to be recovered without carrying costs in the next LEC period. On December 19 and December 31, 1996, the BPU issued Orders approving two stipulations reached on October 22, 1996 among the parties settling certain issues concerning the LEC petition. The issue of the $1.7 million in emission fees remains unresolved. See Other Rate Proceedings below and Note 10 for information relating to the return to service of Salem Station. ACE filed a petition with the BPU on February 28, 1997 for a request of $20.0 million for the 1997/1998 LEC period. Other Rate Proceedings The Ratepayer Advocate has previously alleged that ACE, along with other New Jersey electric utility companies, were recovering cogeneration capacity costs concurrently in base rates and LEC rates. ACE and other New Jersey electric utilities have entered into separate stipulations of settlement with respect to this matter. ACE's stipulation of settlement specifies that ACE would provide credits to customers totaling $1.0 million during the months of January and February 1997 based on customers usage between January 1, 1996 and October 31, 1996. All issues raised previously with regard to alleged overrecovery of nonutility capacity costs are deemed closed and resolved. By an Order dated March 14, 1996 the BPU initiated an investigation of the ongoing outage at Salem. ACE has a 7.41% ownership in Salem which is operated by Public Service Electric and Gas Company (PS). By its Order, the BPU declared the base rates associated with ACE's ownership in Salem Unit 1 interim and subject to refund pending a hearing as to whether Salem Unit 1 is currently used and useful. The BPU, in an Order dated June 26, 1996, also declared the base rates associated with ACE's ownership in Salem Unit 2 interim and subject to refund. The BPU voted on July 31, 1996 to include Unit 2 in the hearings originally scheduled for October 1996 to determine if both units were still considered used and useful. On December 31, 1996, the BPU issued an Order approving a stipulation of settlement among the parties relating to the ongoing outage of the Salem Station. Under the terms of the stipulation, ACE provided credits to customers totaling $12.0 million. The credits were made during January and February 1997 and were based on customer usage between January 1, 1996 and October 31, 1996. The stipulation also provided that replacement power costs incurred, up to the agreed upon return-to-service dates (June 30, 1997 for Unit 1 and December 31, 1996 for Unit 2) will be recoverable in the next annual LEC revenue proceeding. Should either unit not return to service by its agreed upon return-to-service date, replacement power costs incurred after such dates will not be recoverable by ACE. In addition, the stipulation provided that the performance of the Salem Units will not be included in the calculation of the BPU Nuclear Performance Standard from the period each unit was taken out of service to each unit's respective return-to-service date. As such, ACE was not subject to a penalty or reward under the Nuclear Performance Standard for 1995 or 1996. Net income reflects a net charge of $7.6 million, net of tax, ACE recorded in 1996 as a result of the stipulations regarding the Provision for Rate Refund discussed above. The net charge consists of a $13 million reduction in revenues, a reduction of $1.3 million in operations expense for amounts previously recorded for the nuclear performance penalty and a Federal income tax benefit of $4.1 million. On January 8, 1997, the BPU approved a stipulation related to its generic proceeding for methods of implementing FASB Statement of Financial Accounting Standard No. 106 - "Employers' Accounting for Post-retirement Benefits Other Than Pensions" (SFAS No. 106). SFAS No. 106 required publicly held companies to change from the practice of accounting for post-retirement benefits such as medical benefits, hospitalization and life insurance (OPEB), on a pay-as-you-go basis to an accrual basis of accounting. For the transition, SFAS No. 106 required that companies recognize an obligation composed of the present value of OPEB obligations for retirees and current employees incurred as of the date of adoption. SFAS No. 71 allowed the recognition of a regulatory asset relating to costs for which rate recovery has been deferred. By an Order dated August 1, 1996, the BPU initiated a generic proceeding to inquire into methods of implementing recovery of SFAS No. 106 expenses through utility rates. Under the terms of a stipulation, ACE will file a petition requesting ratemaking treatment of OPEB expenses in the second quarter of 1997. See Notes 4 and 11 for further information regarding OPEB expenses and the corresponding regulatory asset. NOTE 4. BENEFITS Retirement Benefits - ACE Pension ACE has a noncontributory defined benefit pension plan covering substantially all of its employees and those of its wholly-owned subsidiary. Benefits are based on an employee's years of service and average final pay. ACE's policy is to fund pension costs within the guidelines of the minimum required by the Employee Retirement Income Security Act and the maximum allowable as a tax deduction. Net periodic pension costs include: (000) 1996 1995 1994 Service cost-benefits earned during the period $ 6,870 $ 6,363 $ 6,871 Interest cost on projected benefit obligation 14,569 14,794 15,390 Actual return on plan assets (36,443) (44,067) (860) Other-net 19,123 28,379 (16,885) Net periodic pension costs $ 4,119 $ 5,469 $ 4,516 Of these costs, $3.0 million annually was charged to operating expense in 1996, 1995 and 1994. The remaining costs, which are associated with construction labor, were charged to the cost of new utility plant. Actual return on plan assets and Other-net for 1996 and 1995 primarily reflect the favorable market conditions from the investment of plan assets and expected returns compared with unfavorable market conditions in 1994. A reconciliation of the funded status of the plan as of December 31 is as follows: (000) 1996 1995 Fair value of plan assets $236,000 $212,000 Projected benefit obligation 207,340 213,470 Plan assets in excess of (less than) projected benefit obligation 28,660 (1,470) Unrecognized net transition asset (1,377) (1,550) Unrecognized prior service cost 259 282 Unrecognized net(gain)loss (18,958) 10,006 Prepaid pension cost $ 8,584 $ 7,268 Accumulated benefit obligation: Vested benefits $170,751 $169,044 Nonvested benefits 2,023 3,413 Total $172,774 $172,457 At December 31, 1996, approximately 66% of plan assets were invested in equity securities, 25% in fixed income securities and 9% in other investments. The assumed rates used in determining the actuarial present value of the projected benefit obligation at December 31 were as follows: 1996 1995 1994 Weighted average discount 7.5% 7.0% 8.0% Anticipated increase in compensation 3.5% 3.5% 3.5% Assumed long term rate of return 8.5% 8.5% 8.5% Other Postretirement Benefits ACE and its subsidiary provide certain health care and life insurance benefits for retired employees and their eligible dependents. Substantially all employees may become eligible for these benefits if they reach retirement age while working for the companies. Benefits are provided through insurance companies and other plan providers whose premiums and related plan costs are based on the benefits paid during the year. ACE has a tax-qualified trust to fund these benefits. Net periodic other postretirement benefit costs include: (000) 1996 1995 1994 Service cost-benefits attributed to service during the period $ 2,688 $ 2,891 $ 3,817 Interest cost on accumulated postretirement benefits obligation 7,482 8,107 8,450 Actual return on plan assets (771) (1,437) 100 Amortization of unrecognized transition obligation 2,768 3,893 3,893 Other-net 215 404 (700) Net periodic other postretirement costs $12,382 $13,858 $15,560 These costs were allocated as follows: (millions) 1996 1995 1994 Operating expense $3.6 $3.1 $3.8 New utility plant-associated with construction labor 2.4 2.5 2.0 Regulatory asset 6.4 8.3 9.8 The regulatory asset represents the amount of annual costs in excess of the amount of cost currently recovered in rates. These excess costs are deferred as authorized by an accounting order of the BPU pending future recovery through rates. See Note 3 for additional information. A reconciliation of the funded status of the plan as of December 31 is as follows: (000) 1996 1995 Accumulated benefits obligation: Retirees $ 63,095 $ 64,516 Fully eligible active plan participants 4,038 6,954 Other active plan participants 39,972 33,649 Total accumulated benefits obligation 107,105 105,119 Less fair value of plan assets 18,000 16,500 Accumulated benefits obligation in excess of plan assets 89,105 88,619 Unrecognized net loss (12,207) (15,335) Unamortized unrecognized transition obligation (44,289) (47,057) Accrued other postretirement benefits cost obligation $ 32,609 $ 26,227 At December 31, 1996, approximately 75% of plan assets were invested in fixed income securities and 25% in other investments. The assumed health care costs trend rate for 1997 is 8% and is assumed to evenly decline to an ultimate constant rate of 5% in the year 2001 and thereafter. If the assumed health care costs trend rate was increased by 1% in each future year, the aggregate service and interest costs of the 1996 net periodic benefits cost would increase by $1.3 million, and the accumulated postretirement benefits obligation at December 31, 1996 would increase by $10.8 million. The weighted average discount rate assumed in determining the accumulated benefits obligation was 7.5%, 7% and 7.5% for 1996, 1995 and 1994, respectively. The assumed long term return rate on plan assets was 7% for each of the three year periods. Other Savings and Investment Plans A and B (401(k)) ACE has two 401(k) plans for union and non-union employees that match plan contributions up to 6% of a participating employee's base pay. The rate at which Company contributions are made is 50%. All full and part-time employees are eligible to participate. The cost of the plans for 1996, 1995 and 1994 was $1.9 million, $1.9 million and $2.0 million, respectively. Equity Incentive Plan(EIP) - AEI Eligible participants of the EIP are officers, general managers and nonemployee directors of the Company and its subsidiaries. Under the EIP, nonemployee director participants are entitled to receive a grant of 1,000 shares of restricted stock. Restrictions on these grants expire over a five-year period. Employee participants may be awarded shares of restricted common stock, stock options and other common stock-based awards. Actual awards of restricted shares are based on attainment of certain Company performance criteria within a three-year period. Restrictions lapse upon actual award at the end of the three- year performance period. Shares not awarded are forfeited. Dividends earned on restricted stock issued through the EIP are invested in additional restricted stock under the EIP which is subject to the same award criteria. Restricted stock activity of the EIP, initiated in April 1994, was as follows: Weighted Average Restricted Fair Value Shares Grant Date Issued/Granted 175,712 $20.975 Balance, December 31, 1994 175,712 Issued/Granted 24,435 Forfeited (7,587) Balance, December 31, 1995 192,560 20.697 Issued/Granted 237,782 Forfeited (207,805) Balance, December 31, 1996 222,537 19.160 The 1996 and 1995 restricted shares granted include 13,786 shares and 7,614 shares, respectively, purchased on the open market from reinvestment of dividends on EIP shares outstanding. Compensation expense for the restricted stock has been measured based on the intrinsic value of the stock. The total compensation expense for the years 1996 through 1994 amounted to less than $.7 million and reflect an adjustment for the restricted shares associated with the first three-year period that were not awarded and were forfeited. Stock options granted are nonqualified and are exercisable three years after but within ten years from the date of grant. Stock options are priced at an amount at least equal to 100% of the fair market value of the related common stock at the date of grant. The Company applied APB No. 25 in accounting for its EIP plan. Accordingly, no compensation expense has been recognized for its stock option plan. Fair value compensation cost of the options was determined using the Black-Scholes model with the following assumptions for 1996: dividend yield of 7.9%, an average expected life of 3-7 years, expected volatility of 17.85% and a risk-free interest rate of 5.04%. Option information is as follows: 1996 1995 Weighted Weighted Average Average Exercise Exercise Options Shares Price Shares Price Outstanding beginning of year 166,987 $ 21.125 167,300 $21.125 Granted 207,250 19.296 6,387 21.125 Forfeited (2,800) 21.125 (6,700) 21.125 Outstanding at end of year 371,437 20.105 166,987 21.125 Options exercisable at year end - - Weighted Average Fair Value of Options Granted $1.33 N/A The combined effects of accounting for restricted shares and options under the EIP plans consistent with the fair value disclosure requirements of SFAS No. 123 upon the net income of the Company for 1996 is less than $.2 million and as such is not considered material. NOTE 5. JOINTLY-OWNED GENERATING STATIONS - ACE ACE owns jointly with other utilities several electric production facilities. ACE is responsible for its pro-rata share of the costs of construction, operation and maintenance of each facility. The amounts shown represent ACE's share of each facility at, or for the year ended, December 31, including AFDC as appropriate. Peach Hope Keystone Conemaugh Bottom Salem Creek Energy Source Coal Coal Nuclear Nuclear Nuclear Company's Share (%/MWs) 2.47/42.3 3.83/65.4 7.51/164.0 7.41/164.0 5.00/52.0 (000) Electric Plant in Service: 1996 $13,275 $34,489 $130,011 $218,603 $240,079 1995 12,719 35,371 128,398 214,306 239,499 Accumulated Depreciation: 1996 $ 3,609 $ 7,333 $ 54,854* $ 79,635* $ 68,286* 1995 3,277 6,445 50,825* 73,088* 60,998* Construction Work in Progress: 1996 $ 300 $ 270 $ 12,992 $ 27,015 $ 1,321 1995 442 873 11,056 11,198 655 Operations and Maintenance Expenses (including fuel): 1996 $ 5,626 $ 7,507 $ 29,337 $ 34,403 $ 10,899 1995 5,143 7,252 29,647 28,306 10,360 1994 5,085 7,211 29,530 27,731 10,471 Working Funds: 1996 $ 44 $ 69 $ 3,833 $ 7,252 $ 3,545 1995 44 69 4,505 5,782 1,919 Generation (MWHr): 1996 311,934 436,289 1,275,371 - 336,872 1995 285,899 451,211 1,232,921 334,572 352,316 1994 257,561 419,313 1,214,776 836,725 355,390 * Excludes Nuclear Decommissioning Reserve. ACE provides financing during the construction period for its share of the jointly-owned facilities and includes its share of direct operations and maintenance expenses in the Consolidated Statement of Income. Additionally, ACE provides an amount of working funds to the operators of the facilities to fund operational needs. The decrease in Salem's generation for 1996 and 1995 is due to both Units 1 and 2 being taken out of service in May and June 1995, respectively, by its operator PS for review and resolution of certain equipment and management issues. Effective December 31, 1996, ACE entered into an agreement with PS in its capacity as operator of Salem for the purpose of limiting ACE's exposure to operation and maintenance expenses to be incurred during calendar year 1997. See Note 10 for further information concerning Salem Nuclear Generating Station. NOTE 6. NONUTILITY COMPANIES Principal assets of each of the subsidiary companies of AEE at December 31, 1996 were: AGI - investments of approximately $21.8 million in cogeneration facilities; ASP - commercial real estate site with a net book value of $8.5 million; ATE - leveraged lease investments of $79.7 million and $7.3 million invested in EnerTech Capital Partners, L.P.; ATS - construction costs in thermal heating and cooling projects of $29.3 million. CCI has $0.5 million invested in telecommunication licenses. Other financial information regarding the subsidiary companies is as follows: Net Worth Net Income (Loss) Company 1996 1995 1996 1995 1994 (000) AGI $21,361 $26,082 $ 979 $2,513 $ 2,959 ASP 561 2,334 (1,773) (841) (1,956) ATE 11,139 9,399 71 (50) 266 ATS 2,498 2,187 311 (213) (327) CCI 544 5,258 (18) - - AGI's results in each year primarily reflect the equity in earnings of cogeneration facilities in which AGI has an ownership interest. AGI's 1996 results reflect the contingency of a $1.6 million net of tax loss from the sale of a cogeneration facility located in New York. ASP's results in each year reflect the vacancy in its commercial site due to generally poor market conditions in commercial real estate. Additionally, 1996 and 1994 include net after tax write-downs of the carrying value of the commercial site of $0.8 million and $1.7 million, respectively. ATE's 1996 and 1995 results reflect changes in interest expense associated with its revolving credit and term loan agreement during each year. ATS's results for the years 1996 and 1995 reflect administrative and general costs for business development and construction of heating and cooling systems. Operating expenses were offset in part by revenues generated from the operation and maintenance of customer heating and cooling facilities in 1996 and 1995. ATS has agreements with three casinos in Atlantic City, New Jersey to operate their heating and cooling systems. As part of these agreements, ATS has paid $18.0 million in license fees for the right to operate and service such systems for a period of 20 years. These fees are recorded on the Consolidated Balance Sheet as License Fees and are being amortized to expense over the life of the contracts. AEI and AEE parent-only operations, excluding equity in the results of subsidiary companies, generally reflect administrative and general expenses for management of their respective subsidiaries. AEI incurred losses of $3.6 million and $1.6 million in 1996 and 1995, respectively. AEI's 1996 results reflect the impact of merger-related costs. AEI's 1996 and 1995 results also reflect interest charges associated with a line of credit established to fund repurchases of common stock and certain affiliate capital needs. AEE incurred losses of $1.7 million and $2.4 million in 1996 and 1995, respectively. AEE 1996 activity reflects an after tax loss of $1.1 million from its equity investment in Enerval, LLC, due to a combination of unhedged gas sales agreements and higher spot market prices for gas. AEII reflects a net loss of $0.6 million in 1996 due to the consulting and administrative costs of developing a new line of business. NOTE 7. CUMULATIVE PREFERRED SECURITIES OF ACE ACE has authorized 799,979 shares of Cumulative Preferred Stock, $100 Par Value, two million shares of No Par Preferred Stock and three million shares of Preference Stock, No Par Value. Information relating to outstanding shares at December 31 is shown in the table below. Current Optional Par 1996 1995 Redemption Series Value Shares (000) Shares (000) Price Not Subject to Mandatory Redemption: 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 - Total $30,000 $ 40,000 Subject to Mandatory Redemption: $8.25 None - $ - 50,000 $ 5,000 - $8.53 None - - 120,000 12,000 - $8.20 None 300,000 30,000 500,000 50,000 - $7.80 None 239,500 23,950 700,000 70,000 - Total 53,950 137,000 Less portion due within one year 10,000 22,250 Total $43,950 $114,750 Cumulative Quarterly Preferred Income Securities: 8.25% None 2,800,000 $70,000 $ - - Cumulative Preferred Stock Not Subject to Mandatory Redemption is redeemable solely at the option of ACE. If preferred dividends are in arrears for at least a full year, preferred stockholders have the right to elect a majority of directors to the Board of Directors until all dividends in arrears have been paid. On February 1, 1996, ACE redeemed the remaining 120,000 shares of its $8.53 No Par Preferred Stock at a price of $101.00 per share. On August 1, 1996, ACE redeemed 200,000 shares of its $8.20 No Par Preferred Stock at a price of $100 per share in accordance with its annual sinking fund requirement. Sinking fund provisions require 100,000 shares be redeemed annually on August 1st and, at ACE's option, an additional 100,000 shares may be redeemed on any sinking fund date without premium. On September 16, 1996, ACE redeemed 100,000 shares of its 7.52% Preferred Stock $100 Par Value at a price of $101.88 per share and the remaining 50,000 shares of its $8.25 No Par Preferred Stock at a price of $104.45 per share. On August 29, 1996, a tender offer was initiated for ACE's $7.80 No Par Preferred Stock. Pursuant to the tender offer and subsequent agreements, ACE purchased a total of 460,500 shares at a price of $111.00 per share. In accordance with BPU approval, premiums associated with these redemptions are being deferred and amortized over the life of the 8.25% Cumulative Quarterly Income Preferred Securities. Beginning May 1, 2001, 115,000 shares of the remaining $7.80 No Par Preferred Stock must be redeemed annually through the operation of a sinking fund at a redemption price of $100 per share. ACE has the option to redeem up to an additional 115,000 shares without premium on any annual sinking fund date. Embedded cost of Preferred Securities as of December 31, 1996, 1995 and 1994 was 7.4%, 7.4% and 7.6%, respectively. At December 31, 1996, the minimum annual sinking fund requirements of the Cumulative Preferred Stock Subject to Mandatory Redemption for the next five years are $10 million in each of the years 1997 through 1999 and $11.5 million in 2001. On October 1, 1996, Atlantic Capital I, a newly formed grantor trust, issued $70 million of 8.25% Cumulative Quarterly Income Preferred Securities (CQIPS) with a stated liquidation preference of $25 each. Atlantic Capital I, established for the sole purpose of issuing the CQIPS, invested the proceeds in 8.25% Junior Subordinated Deferrable Interest Debentures (Junior Debentures) of ACE. ACE reserves the right to defer payment of interest on the debentures for up to 20 consecutive quarters. During such a deferral period, certain dividend restrictions would apply to ACE's Common and Preferred stock. The CQIPS and Junior Debentures are scheduled to mature on October 1, 2026, but such maturity may be extended to a date not later than October 1, 2045, if certain conditions are met. Proceeds from the sale of the Junior Debentures were used to fund the redemption and purchase of shares of ACE's preferred stock described above. Atlantic Capital I is a grantor trust of ACE and as such, the transactions of the trust are consolidated into the financial statements of ACE. The Junior Debentures are eliminated in consolidation. NOTE 8. DEBT Maturity December 31, Series Date 1996 1995 (000) 5-1/8% First Mortgage Bonds 2/1/1996 $ - $ 9,980 Medium Term Notes Series B (6.28%) 1998 56,000 56,000 Medium Term Notes Series A (7.52%) 1999 30,000 30,000 Medium Term Notes Series B (6.83%) 2000 46,000 46,000 Medium Term Notes Series C (6.86%) 2001 40,000 40,000 7-1/2% First Mortgage Bonds 4/1/2002 20,000 20,000 Medium Term Notes Series C (7.02%) 2002 30,000 30,000 Medium Term Notes Series B (7.18%) 2003 20,000 20,000 7-3/4% First Mortgage Bonds 6/1/2003 29,976 29,976 Medium Term Notes Series A (7.98%) 2004 30,000 30,000 Medium Term Notes Series B (7.125%) 2004 28,000 28,000 Medium Term Notes Series C (7.15%) 2004 9,000 9,000 Medium Term Notes Series B (6.45%) 2005 40,000 40,000 6-3/8% Pollution Control Series 12/1/2006 2,500 2,500 Medium Term Notes Series C (7.15%) 2007 1,000 1,000 Medium Term Notes Series B (6.76%) 2008 50,000 50,000 Medium Term Notes Series C (7.25%) 2010 1,000 1,000 6-5/8% First Mortgage Bonds 8/1/2013 75,000 75,000 7-3/8% Pollution Control Series A 4/15/2014 18,200 18,200 Medium Term Notes Series C (7.63%) 2014 7,000 7,000 Medium Term Notes Series C (7.68%) 2015 15,000 15,000 Medium Term Notes Series C (7.68%) 2016 2,000 2,000 8-1/4% Pollution Control Series A 7/15/2017 4,400 4,400 6.80% Pollution Control Series A 3/1/2021 38,865 38,865 7% First Mortgage Bonds 9/1/2023 75,000 75,000 5.60% Pollution Control Series A 11/1/2025 4,000 4,000 7% First Mortgage Bonds 8/1/2028 75,000 75,000 6.15% Pollution Control Series A 6/1/2029 23,150 23,150 7.20% Pollution Control Series A 11/1/2029 25,000 25,000 7% Pollution Control Series B 11/1/2029 6,500 6,500 Total 802,591 812,571 Debentures: 5-1/4% 2/1/1996 - 2,267 7-1/4% 5/1/1998 2,600 2,619 Total 2,600 4,886 Amortized Premium and Discount-Net (2,771) (2,854) Total Long Term Debt-ACE 802,420 814,603 Less Portion Due within one year-ACE 175 12,247 Long Term Debt-ACE 802,245 802,356 Long Term Debt-AEI 37,575 34,500 Long Term Debt-ATE 33,500 33,500 Long Term Debt-ATS 54,500 12,500 Less Portion Due within One Year 98,075 53,000 $829,745 $829,856 Medium Term Notes have varying maturity dates and are shown with the weighted average interest rate of the related issues within the year of maturity. Substantially all of ACE's utility plant is subject to the lien of the Mortgage and Deed of Trust dated January 15, 1937, as amended and supplemented, collateralizing ACE's First Mortgage Bonds. ACE ACE had authority to issue $150 million in short term debt, comprised of $100 million of committed lines of credit and $50 million on a when offered basis. At December 31, 1996 ACE had $85.1 million of unused short-term borrowing capacity. ACE's weighted daily average interest rate on short term debt was 5.6% for 1996 and 6.3% for 1995. On February 1, 1996, $9.98 million of 5-1/8% First Mortgage Bonds and $2.267 million of 5-1/4% Debentures of the Company matured. On May 1, 1996, the Company satisfied the sinking fund requirements of $0.1 million for its 7-1/4% Debentures. At December 31, 1996, 1995 and 1994, ACE's embedded cost of long term debt was 7.5%, 7.5% and 7.6%, respectively. AEE Long term debt of ATE includes $15 million of 7.44% Senior Notes due 1999. Also, ATE has a revolving credit and term loan agreement which provides for borrowings of up to $25 million during successive revolving credit and term loan periods through June 1997. There were $18.5 million in borrowings outstanding under this agreement at December 31, 1996 and 1995. Interest rates on borrowings when outstanding are determined by reference to periodic pricing options available under the facility. ATE was charged interest rates ranging from 5.8% to 6.5% on these loans during 1996. In December 1995, ATS through a partnership arrangement, borrowed $12.5 million of proceeds from the sale of special, limited bonds issued by the New Jersey Economic Development Authority due December 1, 2009. The bonds paid an initial rate of 3.7% for the 120 day period ending on April 30, 1996. The bonds were subject to a mandatory tender and were remarketed at fixed rates ranging from 3.5% to 3.6% twice within the year. The borrowed funds are currently restricted in trust and invested in U. S. Treasury Securities. The availability of the borrowed funds for their intended use and the ultimate term of the borrowings are subject to certain conditions. The bonds may be remarketed for additional periods until December 1998, at which time, the bonds must be redeemed if the escrow release conditions are not satisfied. ATS cannot estimate, with any certainty, when or if the conditions attached to the escrow release will be satisfied. In August 1996, ATS established a $100 million revolving credit and term loan facility, of which up to $20 million can be used to establish letters of credit. As of December 31, 1996, $42 million was outstanding under this facility. Interest rates on borrowings are based on senior debt ratings and on the borrowing options selected by ATS. Interest rates on the borrowings outstanding ranged from 5.8% to 6.0% in 1996. This facility will be primarily used for construction of the Midtown Energy Center in Atlantic City, New Jersey which began in November 1996. Aggregate commitment fees on unused credit lines of revolving AEE credit agreements were not significant. AEI Under AEI's $75 million revolving credit and term loan facility, AEI had $37.6 million and $34.5 million outstanding in borrowings at December 31, 1996 and 1995, respectively. Interest rates are based on senior debt ratings and on the borrowing option selected by AEI. Interest on the borrowings outstanding ranged from 5.59% to 8.25% for 1996. This facility, established in September 1995, has been used to fund acquisitions of Company common stock and other general corporate purposes. Commitment fees were not significant. AEI's weighted daily average interest rate on its short term debt was 6.3% for 1995. AEI had no short term debt in 1996. Long Term Debt Maturities and Sinking Fund Requirements ACE AEI ATS ATE TOTAL (000) 1997 $ 175 $37,575 $42,000 $18,500 $98,250 1998 58,575 - 12,500 - 71,075 1999 30,075 - - 15,000 45,075 2000 46,075 - - - 46,075 2001 40,075 - - - 40,075 NOTE 9. COMMON SHAREHOLDERS' EQUITY In addition to public offerings, Common Stock may be issued through the Dividend Reinvestment and Stock Purchase Plan (DRP), ACE benefit plans (ACE plans), the Equity Incentive Plan (EIP) and Employee Stock Purchase Plan (ESPP). The number of shares of Common Stock issued (forfeited), and the number of shares reserved for issuance at December 31, 1996, were as follows: 1996 1995 1994 Reserved DRP - - 699,493 723,975 ACE Plans (28,844) (7,601) (5,046) 177,483 EIP (555) 9,234 175,712 615,609 ESPP - - - 400,000 Total (29,399) 1,633 870,159 The Company has a program to reacquire up to three million shares of the Company's Common Stock outstanding. There is no schedule or specific share price target associated with the reacquisitions. The authorized number of shares is not to be affected. During 1995, the Company reacquired and cancelled 1,625,000 shares for a total cost of $29.6 million with prices ranging from $17.625 to $18.875 per share. At December 31, 1996 and 1995, the Company has reacquired and cancelled 1,846,700 shares of its common stock at a total cost of $33.5 million. The Company did not reacquire and cancel any shares under this program during 1996. In April 1996, the shareholders of AEI approved the ESPP. Under this plan, eligible employees can purchase shares of common stock at a 15% discount. The offering periods begin on August 15 in each of the years 1996-1999 and end August 14 of the following year. The maximum number of shares that shall be issued under this plan shall be 100,000 in each of the offering periods up to a total of 400,000 shares. Pursuant to ACE's certificate of incorporation, ACE is subject to certain limitations on the payment of dividends to the Company, which is the holder of all of ACE's common stock. When full dividends have been paid on the Preferred Stock Securities of ACE for all past quarterly-yearly dividend periods, dividends may be declared and paid by ACE on its common stock, as determined by the Board of Directors of ACE, out of funds legally available for the payment of dividends. NOTE 10. COMMITMENTS AND CONTINGENCIES Construction Program ACE cash construction expenditures for 1997 are estimated to be approximately $99 million. Nonutility capital expenditures for 1997 are estimated to be $67 million. Insurance Programs - ACE Nuclear ACE is a member of certain insurance programs that provide coverage for contamination and property damage to members' nuclear generating plants. Facilities at the Peach Bottom, Salem and Hope Creek stations are insured against property damage losses up to $2.75 billion per site under these programs. In addition, ACE is a member of an insurance program which provides coverage for the cost of replacement power during prolonged outages of nuclear units caused by certain specific conditions. The insurer for nuclear extra expense insurance provides stated value coverage for replacement power costs incurred in the event of an outage at a nuclear unit resulting from physical damage to the nuclear unit. The stated value coverage is subject to a deductible period of the first 21 weeks of any outage. Limitations of coverage include, but are not limited to, outages 1) not resulting from physical damage to the unit, 2) resulting from any government mandated shutdown of the unit, 3) resulting from any gradual deterioration, corrosion, wear and tear, etc. of the unit, 4) resulting from any intentional acts committed by an insured and 5) resulting from certain war risk conditions. Under the property and replacement power insurance programs, ACE could be assessed retrospective premiums in the event the insurers' losses exceed their reserves. As of December 31, 1996, the maximum amount of retrospective premiums ACE could be assessed for losses during the current policy year was $4.9 million under these programs. The Price-Anderson provisions of the Atomic Energy Act of 1954, as amended by the Price-Anderson Amendments Act of 1988, govern liability and indemnification for nuclear incidents. All nuclear facilities could be assessed, after exhaustion of private insurance, up to $79.275 million each reactor per incident, payable at $10 million per year. Based on its ownership share of nuclear facilities, ACE could be assessed up to an aggregate of $27.6 million per incident. This amount would be payable at an aggregate of $3.48 million per year, per incident. Other ACE's comprehensive general liability insurance provides pollution liability coverage, subject to certain terms and limitations for environmental costs incurred in the event of bodily injury or property damage resulting from the discharge or release of pollutants into or upon the land, atmosphere or water. Limitations of coverage include any pollution liability 1) resulting subsequent to the disposal of such pollutants, 2) resulting from the operation of a storage facility of such pollutants, 3) resulting in the formation of acid rain, 4) caused to property owned by an insured and 5) resulting from any intentional acts committed by an insured. Nuclear Plant Decommissioning - ACE ACE has a trust to fund the future costs of decommissioning each of the five nuclear units in which it has an ownership interest. The current annual funding amount, as authorized by the BPU, totals $6.4 million and is provided for in rates charged to customers. The funding amount is based on estimates of the future cost of decommissioning each of the units, the dates that decommissioning activities are expected to begin and return to be earned by the assets of the fund. The present value of ACE's nuclear decommissioning obligation, based on costs adopted by the BPU in 1991 and restated in 1996 dollars, is $158 million. Decommissioning activities as approved by the BPU were expected to begin in 2006 and continue through 2032. The total estimated value of the trust at December 31, 1996, inclusive of the present value of future funding, based on current annual funding amounts and expected decommissioning dates approved by the BPU, is approximately $137 million, without earnings on or appreciation of the fund assets. In accordance with BPU regulations, updated site-specific studies based on 1995 costs have been performed and submitted to the BPU for review. Any revisions to the amounts to be recognized and recovered in rates as a result of the updated studies are subject to the review and approval of the BPU and cannot be determined at this time. ACE will seek to adjust these estimates and the level of rates collected from customers in future BPU proceedings to reflect changes in decommissioning cost estimates and the expected levels of inflation and interest to be earned by the assets in the trust. Purchased Capacity and Energy Arrangements - ACE ACE arranges with various providers of bulk energy to obtain sufficient supplies of energy to satisfy current and future energy requirements of the company. Arrangements may be for generating capacity and associated energy or for energy only. Terms of the arrangements vary in length to enable ACE to optimally manage its supply portfolio in response to changing near and long term market conditions. At December 31, 1996, ACE has contracted for 707 megawatts (MWs) of purchased capacity with terms remaining of 2 to 28 years and an additional 175 MWs commencing in 1999 for 10 years. Information regarding these arrangements relative to ACE was as follows: 1996 1995 1994 As a % of Capacity (year end) 30% 30% 29% As a % of Generation 55% 52% 48% Capacity charges (millions) $195.7 $190.6 $130.9 Energy charges (millions) $145.1 $135.4 $128.6 Amounts for purchased capacity are shown on the Consolidated Statement of Income as Purchased Capacity. Of these amounts, charges of certain nonutility providers are recoverable through the LEC, which amounted to $165.3 million, $162.7 million and $77.0 million in 1996, 1995 and 1994, respectively. Minimum future payments for purchased capacity and energy under contract for the years 1997 through 2001 are performance driven and cannot be reasonably estimated. Environmental Matters - ACE The provisions of Title IV of the Clean Air Act Amendments of 1990 (CAAA) require, among other things, phased reductions of sulfur dioxide (SO2) emissions by 10 million tons per year, a limit on SO2 emissions nationwide by the year 2000 and reductions in emissions of nitrogen oxides (NOx) by approximately 2 million tons per year. ACE's wholly-owned B.L. England Units 1 and 2 and its jointly-owned Conemaugh Units 1 and 2 are in compliance with Phase I requirements as the result of installation of scrubbers at each station. All of ACE's fossil-fuel steam generating units are affected by Phase II (2000) of the CAAA. A compliance plan for these units currently reflects capital expenditures of approximately $8.5 million in 1997 through 2001. The jointly- owned Keystone Station is impacted by the SO2 and NOx provisions of Title IV of the CAAA during Phase II. The Keystone owners plan to primarily rely on emission allowances to comply with the CAAA through the year 2000. Salem Nuclear Generating Station ACE is an owner of 7.41% of Salem Units 1 and 2, which are operated by PS. Salem Units 1 and 2 have been out of service since May 16, 1995 and June 7, 1995, respectively. The Salem units represent 164 MWs of ACE's total installed capacity of 2,385.7 MWs. During these outages, PS has made significant changes and improvements related to the people, processes and equipment at Salem to improve the long-term reliability of the units. Salem Unit 2 is in the final stages of preparation for restart. The reactor has been refueled and reassembled and the reactor coolant pumps have been tested and placed in service. Over 90% of the total work activities have been completed and approximately 80% of the plant systems have been restored. Salem Unit 2 is currently expected to return to service in the second quarter of 1997. Salem Unit 1 is currently expected to return to service in the fall of 1997, after replacement of the unit's four steam generators, which was required in order to correct a generic problem with certain pressurized water reactors. Removal of the old steam generators has been completed and installation of the new steam generators is underway. The estimated cost of purchasing and installing the steam generators is between $150 million and $170 million, of which ACE's share is between $11.1 million and $12.6 million. In addition, the cost of the disposal of the old steam generators could be as much as $20 million, of which ACE's share would be $1.5 million. Effective December 31, 1996, ACE entered into a Stipulation Agreement (Agreement) with PS for the purpose of limiting ACE's exposure to Salem's 1997 operation and maintenance (O&M) expenses. Pursuant to the terms of the Agreement, ACE will pay to PS $10.0 million of O&M expense as a fixed charge payable in twelve equal installments beginning February 1, 1997. ACE's obligation for any additional contribution to 1997 Salem O&M expenses, of which ACE's estimated share would be $21.8 million, is based on performance and directly related to the timely return and operation of Salem Units 1 and 2. To the extent ACE derives a savings against 1997 O&M expenditures, those savings will offset replacement power costs incurred due to the unavailability of the Salem Units. As a result of this Agreement, ACE has agreed to dismiss the complaint filed in the Superior Court of New Jersey in March 1996 alleging negligence and breach of contract. On February 27, 1996, the Salem co-owners filed a Complaint in United States District Court for the District of New Jersey against Westinghouse Electric Corporation, the designer and manufacturer of the Salem steam generators, under Federal and state statutes alleging fraud, negligent misrepresentation and breach of contract. The Westinghouse complaint seeks compensatory and punitive damages. On April 30, 1996, Westinghouse filed an answer and a counterclaim of $2.5 million for unpaid work. The litigation is in the process of discovery and investigation. ACE is subject to a performance standard for its five jointly- owned nuclear units. This standard is used by the BPU in determining recovery of replacement energy costs when output from the nuclear units is reduced or not available. Underperformance results in penalties which are not permitted to be recovered from customers and are charged against income. In accordance with the standard, ACE anticipated that it would incur a nuclear performance penalty for 1995 and had recorded a provision for such. According to the Salem outage stipulation agreement as previously discussed in Note 3, the performance of Salem Units 1 and 2 shall not be included in the calculation of a nuclear performance penalty for the period each unit was taken out of service up to each unit's respective return-to-service date. The parties to the stipulation agreed that for the years 1995 and 1996, there will be no penalty or reward under the nuclear performance standard. ACE had recorded a 1995 performance penalty of $0.8 million, net of tax. This amount has been incorporated into the net amount recorded for the Salem stipulation discussed in Note 3. The outage of each Salem unit causes ACE to incur replacement power costs of approximately $0.7 million per unit per month. ACE's replacement power costs for the current outage for each unit, up to the agreed upon return-to-service dates, will be recoverable in rates in ACE's next LEC proceeding. As discussed above, replacement power costs incurred after the respective agreed upon return-to-service dates for the Salem units will not be recoverable in rates. Competition Competition is expected to increase for electric energy markets historically served exclusively by regulated utilities. In recent years, changing laws and governmental regulations permitting competition from other utilities and nonregulated energy suppliers have prompted some customers to use self- generation or alternative sources to meet their electric needs. As the electric utility industry transitions from a regulated to a competitive industry, utilities may not be able to recover certain costs. These costs, which are known as "stranded" costs, could result from the shift from cost of service based pricing to market based pricing and from customers choosing different energy suppliers than ACE. Potential types of stranded costs include 1) above-market costs associated with generation facilities or long term power purchase agreements and 2) regulatory assets, which are expenses deferred and expected to be recovered from customers in the future. In April 1996, the Federal Energy Regulatory Commission issued Order No. 888 "Promoting Wholesale Competition Through Open Access Non-Discriminatory Transmission Service by Public Utilities; Recovery of Stranded Costs by Public Utilities and Transmitting Utilities". The Order is designed to remove impediments to competition in the wholesale bulk power marketplace, to bring more efficient, lower cost power to electricity consumers, and provide an equitable means to transition the industry to the new environment. Under this Order utilities are required to offer transmission services for wholesale energy transactions to others on a nondiscriminatory basis. Tariffs have been established by ACE for these services, which ACE must also apply to its own wholesale energy transactions. On January 16, 1997, the BPU issued a Draft Phase II of the New Jersey Energy Master Plan (the Plan). In the Plan, the BPU has recommended that retail customers in New Jersey have the ability to choose their electric energy supplier beginning in October 1998 using a phase-in plan that will include all retail customers by April 2001. Customers would be able to sign an agreement with a third-party energy supplier and each electric utility, including ACE, would continue to be responsible for providing distribution service. Price and service quality for such distribution would continue to be regulated by the BPU. Beginning October 1998, costs for electric service, which consist of power generation, transmission, distribution, metering and billing will need to be unbundled. Transmission service would be provided by an Independent System Operator which would be responsible for maintaining a regional power grid that would continue to be regulated by FERC. The Plan states that the BPU is committed to assuring that a fully competitive marketplace exists prior to the ending of its economic regulation of power supply. At a minimum, utility generating assets and functions must be separated and operate at arms length from the transmission, distribution and customer service functions of the electric utility. The BPU reserves final judgment on the issue of requiring divestiture of utility generating assets until detailed analyses of the potential for market power abuses by utilities have been performed. The Plan addresses the issue of "stranded" costs related to the generating capacity currently in utility rates. High costs of construction and operations incurred by the jointly-owned nuclear power plants and the long-term high cost supply contracts with independent power producers are two significant contributing factors. The report proposes recovery of stranded costs over a four to eight year period, through a specific market transition charge which will be a separate component of a customer's bill. Determination of the recoverability of costs will be on a case by case basis with no guarantee for 100% recovery of eligible stranded costs. The Plan provides that the opportunity for full recovery of such eligible costs is contingent upon and may be constrained by the utility meeting a number of conditions, including achievement of a BPU goal of delivering a near term rate reduction to customers of five to ten percent. The Plan states that the independent power contracts must be eligible for stranded cost recovery. The Plan further states that utilities are obligated to take all reasonably available measures to mitigate stranded costs caused by the introduction of retail competition. The Plan further notes that New Jersey is studying the "securitization" of stranded costs as a means of financing these costs at interest rates lower than the utility cost of capital, thereby helping to mitigate the rate impact of stranded cost recovery. Recovery of securitization may occur over a different period of time. The Plan also suggests that a cap may be imposed on the level of the charge as a mechanism to achieve the goal of overall rate reduction. The BPU intends to issue final findings and recommendations on the electric utility industry restructuring Plan in April 1997. Each electric utility in the State is to file a complete restructuring plan, stranded cost filing and unbundled rate filing no later than July 15, 1997. ACE has not filed for accelerated depreciation of any capital assets or special rate plans applicable to particular classes of customers. However, in 1996 ACE entered into BPU approved Off- Tariff Rate Agreements (OTRA's) with at-risk customers which provide for special rates for customers who may choose to leave ACE's energy system because they have alternative energy sources available. To date, the aggregate amount of such reduced rate agreements was $2.2 million, net of tax. ACE has significant long term contract commitments to purchase capacity and energy from nonutility sources at above-market costs. Recovery of amounts associated with these contracts is through ACE's LEC, for which rates are subject to approval by the BPU annually. In connection with the BPU's Plan, ACE is uncertain as to the level of stranded costs that may arise or the degree to which these costs will be recovered. If the final restructuring plan requires ACE to recognize amounts as unrecoverable, ACE may be required to write down asset values, and such writedowns could be material. Other The Energy Policy Act of 1992 permits the Federal government to assess investor-owned electric utilities that have ownership interests in nuclear generating facilities. The assessment funds the decontamination and decommissioning of Federally operated nuclear enrichment facilities. Based on its ownership in five nuclear generating units, ACE has a liability of $5.3 million and $6.0 million at December 31, 1996 and 1995, respectively, for its obligation to be paid over the next 12 years. ACE has an associated regulatory asset of $5.7 million and $6.4 million at December 31, 1996 and 1995, respectively. Amounts are currently being recovered in rates for this liability and the regulatory asset is concurrently being amortized to expense based on the annual assessment billed by the Federal government. In March 1996, the New Jersey Department of Treasury and the BPU jointly proposed to replace the energy excise tax currently imposed on electric and gas utilities. Under the proposal, utilities would pay a state corporate business tax, a state sales tax of six percent collected on all retail sales of energy services and a state transitional energy facilities assessment tax (TEFA) for a limited number of years. A gradual phase-out of the TEFA is proposed. At the completion of the TEFA phase-out, the total energy tax burden would be reduced by approximately 45%. Note 11. REGULATORY ASSETS AND LIABILITIES - ACE Costs incurred by ACE that have been permitted, or are expected to be permitted, by the BPU to be deferred for recovery in rates in more than one year, or for which future recovery is probable, are recorded as regulatory assets. Regulatory assets are amortized to expense over the period of recovery. Total regulatory assets at December 31 are as follows: Remaining Recovery (000) 1996 1995 Period* Recoverable Future Federal Income Taxes $85,858 $85,858 (A) Unrecovered Purchased Power Costs: Capacity Cost 64,658 80,598 4 years Contract Renegotiation Costs 18,742 19,219 18 years Unrecovered State Excise Taxes 54,714 64,274 6 years Unamortized Debt Costs-Refundings 29,878 33,110 1-30 years Deferred Energy Costs(See Note 1) 33,529 31,434 (B) Other Regulatory Assets: Postretirement Benefits Other Than Pensions (See Notes 3&4) 32,609 26,227 (A) Asbestos Removal Costs 9,086 9,356 33 years Decommissioning/Decontaminating Federally-owned Nuclear Units (See Note 10) 5,726 6,404 12 years Other 12,154 12,581 $346,954 $369,061 *From December 31, 1996 (A) Pending future recovery (B) Recovered over annual LEC period Recoverable Future Federal Income Taxes is the amount of revenue expected to be collected from ratepayers for deferred tax costs to be paid in future years. Unrecovered Purchased Power Capacity Costs represent deferrals of prior capacity costs then in excess of levelized revenues associated with a certain long term capacity arrangement. Levelized revenues have since been greater than costs, permitting the deferred costs to be amortized to expense. Contract Renegotiation Costs were incurred through renegotiation of a long term capacity and energy contract with a certain independent power producer. Unrecovered State Excise Taxes represent additional amounts paid as a result of prior legislative changes in the computation of state excise taxes. Unamortized Debt Costs associated with debt reacquired by refundings are amortized over the life of the related new debt. Asbestos Removal Costs were incurred to remove asbestos insulation from a wholly-owned generating station. Included in Other are certain amounts being recovered over a period of one to five years. At December 31, 1996, ACE had a $13 million liability recorded as a result of the credits to customers from the October 22, 1996 Stipulation Agreements (See Note 3). The credits have been made during January and February 1997 and were based on customer usage from January through October 1996. No regulatory liabilities existed at December 31, 1995. NOTE 12. LEASES ACE leases from others various types of property and equipment for use in its operations. Certain of these lease agreements are capital leases consisting of the following at December 31: (000) 1996 1995 Production plant $ 6,642 $ 9,097 Less accumulated amortization 5,005 6,810 Net 1,637 2,287 Nuclear fuel 38,277 38,591 Leased property-net $39,914 $40,878 ACE has a contractual obligation to obtain nuclear fuel for the Salem, Hope Creek and Peach Bottom stations. The asset and related obligation for the leased fuel are reduced as the fuel is burned and are increased as additional fuel purchases are made. No commitments for future payments beyond satisfaction of the outstanding obligation exist. Operating expenses for 1996, 1995 and 1994 include leased nuclear fuel costs of $8.7 million, $11.2 million and $14.1 million, respectively, and rentals and lease payments for all other capital and operating leases of $2.6 million, $3.9 million and $5.3 million, respectively. Future minimum rental payments for all noncancellable lease agreements are less than $2.4 million per year for each of the next 5 years. ATE is the lessor in five leveraged lease transactions consisting of three aircraft and two containerships with total respective costs of approximately $168 million and $76 million. Remaining lease terms for all leases approximate 14 to 15 years. The Company's equity participation in the leases range from 22% to 32%. Funding of the investment in the leveraged lease transactions is comprised of equity participation by ATE and financing provided by third parties as long term debt without recourse to ATE. The lease transactions provide collateral for such third parties, including a security interest in the leased equipment. Net investment in leveraged leases at December 31 was as follows: (000) 1996 1995 Rentals receivable (net of principal and interest on nonrecourse debt) $ 50,898 $ 50,955 Estimated residual values 53,435 53,435 Unearned and deferred income (24,646) (25,431) Investment in leveraged leases 79,687 78,959 Deferred taxes arising from leveraged leases (76,671) (71,064) Net investment in leveraged leases $ 3,016 $ 7,895 Note 13. Financial Instruments A number of items within Current Assets and Current Liabilities on the Consolidated Balance Sheet are considered to be financial instruments because they are cash or are to be settled in cash. Due to their short-term nature, the carrying values of these items approximate their fair market values. Accounts Receivable - Utility Service and Unbilled Revenues are subject to concentration of credit risk because they pertain to utility service conducted within a fixed geographic region. Investments in Leveraged Leases are subject to concentration of credit risk because they are exclusive to a small number of parties within two industries. The Company has recourse to the affected assets under lease. These leased assets are of general use within their respective industries. ACE's long term debt and preferred securities and ATE's long term debt securities are not widely held and generally trade infrequently. The estimated aggregate fair market value of debt securities has been determined based on quoted market prices for the same or similar debt issues or on securities of companies with similar credit quality, coupon rates and maturities. The aggregate fair market value of preferred securities has been determined using market information available from actual trades or of trades of similar instruments of companies with similar credit quality. At December 31 the amounts are as follows: Market Value Long Term Debt and Preferred Securities (in millions) 1996 1995 Carrying Market Carrying Market Value Value Value Value ACE Long Term Debt $802.4 $828.8 $814.6 $851.0 ACE Preferred Stock 74.0 77.1 177.0 172.0 CQIPS 70.0 69.3 - - ATE Long Term Debt 33.5 34.0 33.5 34.5 ATS Long Term Debt 54.5 54.5 12.5 12.5 AEI Long Term Debt 37.6 37.6 34.5 34.5 NOTE 14. QUARTERLY FINANCIAL RESULTS (UNAUDITED) Quarterly financial data, reflecting all adjustments necessary in the opinion of management for a fair presentation of such amounts, are as follows: Dividends Operating Operating Net Earnings Paid Quarter Revenues Income Income Per Share Per Share 1996 (000) (000) (000) 1st $245,325 $ 32,980 $15,535 $ .29 $.385 2nd 225,678 27,685 10,250 .20 .385 3rd 281,965 51,344 32,567 .62 .385 4th 227,287 20,418 415 .01 .385 Annual $980,255 $132,428 $58,767 $1.12 $1.54 1995 1st $218,626 $ 27,584 $ 11,469 $ .21 .385 2nd 206,232 27,771 10,568 .20 .385 3rd 302,685 66,482 48,745 .93 .385 4th 225,594 26,700 10,986 .21 .385 Annual $953,137 $148,537 $81,768 $1.55 $1.54 Third quarter results generally exceed those of other quarters due to increased sales and higher residential rates for ACE. Individual quarters may not add to the total due to rounding. The fourth quarter 1996 Net Income reflects an increase in ACE's electric sales offset in part by the increase in energy expense due to increased sales, recovery of previously deferred energy costs and an increase in operations and maintenance expense related to Salem. During the fourth quarter of 1996 nonutility operations recorded a $1.6 million, net of tax loss contingency for the sale of the Binghamton Cogeneration Facility by AGI, $0.8 million, net of tax write-down of the carrying value of ASP's commercial building and $1.1 million, net of tax loss for AEE's investment in Enerval, LLC. ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information for this item concerning Directors of the Company is set forth in the section entitled "Nominees for Election" on page 3 of the Company's Notice of 1997 Annual Meeting of Shareholders and definitive Proxy Statement, which is incorporated by reference. The information required by Item 10 of Form 10-K with respect to the executive officers of the Company and the directors of ACE is, pursuant to Instruction 3 to Item 401(b) of Regulation S-K, set forth in Part I of this Form 10-K under the heading "Executive Officers". ITEM 11 EXECUTIVE COMPENSATION Information for this item with respect to the amounts paid to the five most highly compensated executive officers of the Company and ACE, is set forth in the section entitled "Table 1- Summary Compensation Table" on page 14 of the Company's Notice of 1997 Annual Meeting of Shareholders and definitive Proxy Statement, which is incorporated herein by reference. The cash compensation paid to 11 executive officers of ACE, as a group, in 1996 was $2,399,052. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this item as to compliance with Section 16(a) of the Exchange Act is contained in the section captioned "Stock Ownership of Directors and Officers" on page 6 of the Company's Notice of 1997 Annual Meeting of Shareholders and definitive Proxy Statement, which is incorporated herein by reference. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In January 1996, Marilyn T. Powell, Vice President of the Company and Senior Vice President-Marketing and Distribution of ACE was provided a bridge loan for the purpose of establishing a local residence within commuting distance of the Company's principal offices. This bridge loan had been offered as an inducement to the employment of Marilyn T. Powell in order to relocate from the State of Connecticut. Pursuant to an agreement, an interest-free loan in the amount of $185,000 was made, to be repaid six months from the date of the agreement or upon sale of Ms. Powell's primary residence. The loan was repaid in full on May 23, 1996. PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Exhibits: See Exhibit Index attached. The following financial information, financial statements and notes to financial statements for the Company and ACE are filed herein: Management's Discussion and Analysis of Financial Condition and Results of Operations; Consolidated Statement of Income for the three years ended December 31, 1996; Consolidated Statement of Cash Flows for the three years ended December 31, 1996; Consolidated Balance Sheet - December 31, 1996 and December 31, 1995; Consolidated Statement of Changes in Common Shareholder's Equity; Notes to Consolidated Financial Statements; Independent Auditors' Report. Reports on Form 8-K: Current Reports on Form 8-K were filed, dated February 23, 1996, May 29, 1996, June 26, 1996, July 25, 1996, August 13, 1996, October 23, 1996, January 6, 1997, January 27, 1997 and January 31, 1997 relating to the shutdown, and subsequent events, of Salem Units 1 and 2, the announcement of the merger agreement between the Company and Delmarva Power & Light Company, the settlement agreement between ACE and PS and the BPU's Draft Phase II of the New Jersey Energy Master Plan. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, who also signed in the capacity indicated. ATLANTIC ENERGY, INC. ATLANTIC CITY ELECTRIC COMPANY Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the date indicated. Date: March 14, 1997 By: /s/ J. L. Jacobs J. L. Jacobs Title: Chairman, Chief Executive Officer and Director of Atlantic Energy, Inc. and Chairman, Chief Executive Officer and Director of Atlantic City Electric Company Date: March 14, 1997 By: /s/ M. J. Barron M. J. Barron Title: Vice President and Chief Financial Officer of Atlantic Energy, Inc. and Senior Vice President and Chief Financial Officer of Atlantic City Electric Company DIRECTORS OF ATLANTIC ENERGY, INC.: Gerald A. Hale* Richard B. McGlynn* Matthew Holden, Jr.* Bernard J. Morgan* Cyrus H. Holley* Harold J. Raveche* Kathleen MacDonnell* A MAJORITY OF DIRECTORS OF ATLANTIC CITY ELECTRIC COMPANY: Michael J. Chesser* James E. Franklin II* Meredith I. Harlacher, Jr.* Henry K. Levari, Jr.* M. T. Powell * Date: March 14, 1997 *By: /s/ M. J. Barron M. J. Barron Attorney-in-Fact EXHIBIT INDEX 3a Restated Certificate of Incorporation of Atlantic Energy, Inc. (File No. 1-9760, Form 10-Q for quarter ended September 30, 1987-Exhibit 4(a)); Certificate of Amendment to restated Certificate of Incorporation of Atlantic Energy, Inc. dated April 15, 1992. File No. 33-53511, Form S-8 dated May 6, 1994-Exhibit No. 3(ii). 3b By-Laws of Atlantic Energy, Inc. as amended July 13, 1995 (File No. 1-9760, Form 10-Q for the quarter ended June 30, 1995 - - Exhibit 3b(1). 3c Agreement of Merger between Atlantic City Electric Company and South Jersey Power & Light Company filed June 30, 1949, and Amendments through May 3, 1991 (File No. 2-71312-Exhibit No. 3(a); File No. 1-3559, Form 10-Q for quarter ended June 30, 1982- Exhibit No. 3(b); Form 10-Q for quarter ended March 31, 1985- Exhibit No. 3(a); Form 10-Q for quarter ended March 31, 1987- Exhibit No. 3(a): Form 8-K dated October 12, 1988-Exhibit No. 3(a); Form 10-K for fiscal year ended December 31, 1990-Exhibit No. 3c; and Form 10-Q for quarter ended September 30, 1991- Exhibit No. 3c). 3d By-Laws of Atlantic City Electric Company, as amended April 24, 1989 (File No. 1-3559, Form 10-Q for the quarter ended September 31, 1989-Exhibit No. 3). 4b Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York (formerly Irving Trust Company) and Supplemental Indentures through November 1, 1994 (File No. 2-66280-Exhibit No. 2(b); File No. 1- 3559, Form 10-K for year ended December 31, 1980-Exhibit No. 4(d); Form 10-Q for quarter ended June 30, 1981-Exhibit No. 4(a); Form 10-K for year ended December 31, 1983-Exhibit No. 4(d); Form 10-Q for quarter ended March 31, 1984-Exhibit No. 4(a); Form 10-Q for quarter ended June 30, 1984-Exhibit 4(a); Form 10-Q for quarter ended September 30, 1985-Exhibit 4; Form 10-Q for quarter ended March 31, 1986-Exhibit No. 4; Form 10-K for year ended December 31, 1987-Exhibit No. 4(d); Form 10-Q for quarter ended September 30, 1989-Exhibit No. 4(a); Form 10-K for year ended December 31, 1990-Exhibit No. 4(c); File No. 33-49279-Exhibit No. 4(b); File No. 1-3559, Form 10-Q for the quarter ended September 30, 1993 - Exhibits 4(a) & 4(b); Form 10-K for the year ended December 31, 1993 - Exhibit 4c(i); File no. 1-3559, Form 10-Q for the quarter ended June 30, 1994 - Exhibit 4(a); File No. 1-3559, Form 10-Q for the quarter ended September 30, 1994 - Exhibit 4(a); Form 10-K for year ended December 31, 1994-Exhibit 4(c)(1). 4e Agreement dated as of February 1, 1966, between Atlantic City Electric Company and Fidelity Union Trust Company and Supplement dated as of May 1, 1968. (File No. 1-3559, Form 8-K dated March 7, 1966-Exhibit 13(b)(2); Form 8-K dated June 6, 1968- Exhibit No. 13(b)(1)). 4f(1) Revolving Credit and Term Loan Agreement dated as of May 24, 1988 by and between ATE Investment, Inc. and The Bank of New York (File No.1-9760, Form 10-K for year ended December 31, 1988- Exhibit No. 4g(1)). 4f(2) Support Agreement dated as of May 24, 1988 between Atlantic Energy, Inc. and ATE Investment, Inc. (File No. 1-9760, Form 10-K for year ended December 31, 1988-Exhibit No. 4g(2)). 4f(3) Letter Agreement dated as of May 24, 1988 between Atlantic Energy, Inc. and The Bank of New York (File No. 1-9760, Form 10-K for year ended December 31, 1988-Exhibit No. 4g(3)). 4f(4) Amendment No. 1 dated as of February 22, 1989 to Revolving Credit and Term Loan Agreement dated as of May 24, 1988 by and between ATE Investment, Inc. and The Bank of New York (File No. 1-9760, Form 10-K for the fiscal year ended December 31, 1988). 4f(5) Amendment No. 2 dated as of June 1, 1991, to Revolving Credit and Term Loan Agreement dated as of May 24, 1988 by and between ATE Investment, Inc. and The Bank of New York (File No. 1-9760, Form 10-K for year ended December 31, 1991-Exhibit No. 4f(5)). 4f(6) Revolving Credit Agreements dated as of September 28, 1995 by and among Atlantic Energy, Inc., The Bank of New York, as agent, and Lender party thereto (File No. 1-9760, Form 10-K for year ended December 31, 1995-Exhibit 4f(6)). 4f(7) Amended and Restated Trust Agreement, dated as of October 1, 1996, by and among Atlantic City Electric Company, as Depositor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware) as Delaware Trustee and the Administrative Trustees Named Therein, filed herewith. 4f(8) Junior Subordinated Indenture, dated as of October 1, 1996, by and between Atlantic City Electric Company and The Bank of New York, as Trustee, filed herewith. 4f(9) Guarantee Agreement, dated as of October 1, 1996, by and between Atlantic City Electric Company as Guarantor, and The Bank of New York as Guarantee Trustee, filed herewith. 10a(1) Atlantic Energy, Inc. Directors Deferred Compensation Plan revised as of February 4, 1988 (File No. 1-9760, Form 10-K for year ended December 31, 1988-Exhibit No. 10a(1)). Amendment to the Deferred Compensation Plan for Directors effective December 10, 1992 (File No. 1-9760, Form 10-K for year ended December 31, 1992-Exhibit No. 10a(2)). 10a(2) Deferred Compensation Plan for Employees of Atlantic Energy, Inc. and Participating Subsidiaries (File No. 1-9760, Form 10-K for year ended December 31, 1988-Exhibit No. 10a(2)). Amendment to Deferred Compensation Plan for Employees of Atlantic Energy, Inc. and Participating Subsidiaries effective December 10, 1992 (File No. 1-9760, Form 10-K for year ended December 31, 1992-Exhibit No. 10a(4)). 10a(3) Supplemental Executive Retirement Plan for Officers of Atlantic City Electric Company, as amended effective March 1, 1990 (File No. 1-9760, Form 10-K for year ended December 31, 1989-Exhibit No. 10a(4)). 10a(4) Supplemental Executive Retirement Plan - II for Officers of Atlantic City Electric effective September 8, 1995 (File No. 1-9760, Form 10-K for year ended December 31, 1995- Exhibit No. 10a(5)1). 10a(5) Description of amendment to Supplemental Executive Retirement Plan effective December 10, 1992 (File No. 2-9760, Form 10-K for year ended December 31, 1992-Exhibit 10a(3)). Supplemental Executive Retirement Plan for Officers of Atlantic City Electric Company, amendment No. 1995-1 (File No. 1-9760, Form 10-K for year ended December 31, 1995-Exhibit 10a(6)1). 10a(6) Copy of Atlantic Electric Excess Benefit Retirement Income Program, as amended, effective as of August 2, 1990 (File No. 1-3559, Form 10-K for year ended December 31, 1991-Exhibit No. 10a(6)). Amendment to the Excess Benefit Retirement Income Program effective December 10, 1992 (File No. 1-9760, Form 10-K for year ended December 31, 1992-Exhibit 10a(6)). Atlantic City Electric Company Excess Benefit Retirement Income Program, Amendment No. 1995-1 (File No. 1-9760, Form 10-K for year ended December 31, 1995-Exhibit 10a(10)1). 10a(7) Atlantic Energy, Inc. Retirement Plan for Directors, as amended effective November 13, 1991 (File No. 1-9760, Form 10-K for year ended December 31, 1991-Exhibit No. 10a(9)). Atlantic Energy, Inc. Retirement Plan for Directors, Amendment No. 1995-1 (File No. 1-9760, Form 10-K for year ended December 31, 1995-Exhibit 10a(14)1). 10a(8) Copy of Atlantic Energy, Inc. Restricted Stock Plan for Non-employee Directors, effective January 1, 1991 (File No. 1- 9760, Form 10-K for year ended December 31, 1991-Exhibit No. 10a(10)). 10a(9) Agreement dated August 10, 1995 between Atlantic Energy, Inc. and Jerrold L. Jacobs, as supplemented (File No. 1-9760, Form 10-K for year ended December 31, 1995-Exhibit 10a(16)1). 10a(10) Agreement dated August 10, 1995 between Atlantic Energy, Inc. and Meredith I. Harlacher, Jr. as supplemented (File No. 1-9760, Form 10-K for year ended December 31, 1995 - Exhibit 10a(17)1). 10a(11) Agreement dated August 10, 1995 between Atlantic Energy, Inc. and Michael J. Chesser, as amended (File No. 1-9760, Form 10-K for year ended December 31, 1995- Exhibit 10a(20)1). 10a(12) Atlantic Energy, Inc. Equity Incentive Plan (File No. 33-53511, Form S-8 filed May 6, 1994-Exhibit 10.) 10a(13) Employment Agreement dated September 15, 1995 between Atlantic Energy, Inc. and Michael J. Barron, as supplemented, filed herewith. 10a(14) Employment Agreement dated August 10, 1995 between Atlantic Energy, Inc. and James E. Franklin II, as supplemented, filed herewith. Agreements in substantially the same form have been entered into with the following other executive officers of the Company: Scott Ungerer, Ernest L. Jolly, H. K. Levari, Jr., Louis M. Walters and Frank E. DiCola. 10b(1) Agreement as to ownership as tenants in common of the Salem Nuclear Generating Station Units 1, 2, and 3, dated November 24, 1971, and of Supplements, dated as of September 1, 1975, and as of January 26, 1977 (File No. 2-43137-Exhibit No. 5(p); File No. 2-60966-Exhibit No. 5(m); and File No. 2-58430- Exhibit No. 5(o)). 10b(2) Agreement as to ownership as tenants in common of the Peach Bottom Atomic Power Station Units 2 and 3, dated November 24, 1971 and of Supplements dated as of September 1, 1975 and as of January 26, 1977 (File No. 2-43137-Exhibit No. 5(o); File No. 2-60966-Exhibit No. 5(j); File No. 2-58430-Exhibit No. 5(m)). 10b(3) Owners Agreement, dated April 28, 1977 between Atlantic City Electric Company and Public Service Electric & Gas Company for the Hope Creek Generating Station Units No. 1 and 2 (File No. 2-60966-Exhibit No. 5(v)). 10b(3-1) Amendment to Owners Agreement for Hope Creek Generating Station, dated as of December 23, 1981, between Atlantic City Electric Company and Public Service Electric & Gas Company (File No. 1-3559, Form 10-K for year ended December 31, 1983-Exhibit No. 10b(3-2)). 10b(4) Pennsylvania-New Jersey-Maryland Interconnection Agreement, dated September 26, 1956 between Public Service Electric & Gas Company, Philadelphia Electric Company, Pennsylvania Power & Light Company, Baltimore Gas & Electric Company, Jersey Central Power & Light Company, Metropolitan Edison Company, Pennsylvania Electric Company, Potomac Electric Power Company and supplemental agreements through June 15, 1977 (File No. 1-3559, Form 10-K for year ended December 31, 1981- Exhibit No. 10(p)). 10b(5) Pennsylvania-New Jersey-Maryland Interconnection Supplemental Agreement, dated March 26, 1981, between Public Service Electric & Gas Company, Philadelphia Electric Company, Pennsylvania Power & Light Company, Baltimore Gas & Electric Company, Jersey Central Power & Light Company, Metropolitan Edison Company, Pennsylvania Electric Company, Potomac Electric Power Company, Atlantic City Electric Company and Delmarva Power & Light Company (File No. 1-3559, Form 10-Q for quarter ended March 31, 1981-Exhibit No. 20b). 12 Computation of Ratios of Earnings to Fixed Charges, filed herewith. 21 Subsidiaries of the Registrants, filed herewith. 24 Independent Auditors' Consent, filed herewith. 25a Powers of Attorney for Atlantic Energy, Inc. dated as of March 13, 1997, filed herewith. 25b Powers of Attorney for Atlantic City Electric Company dated as of March 10, 1997, filed herewith. 27 Financial Data Schedules for Atlantic Energy, Inc. and Atlantic City Electric Company for periods ended December 31, 1996. INDEPENDENT AUDITORS' REPORT To Atlantic City Electric Company: We have audited the accompanying consolidated balance sheets of Atlantic City Electric Company and subsidiary as of December 31, 1996 and 1995 and the related consolidated statements of income, changes in common shareholder's equity, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Atlantic City Electric Company and subsidiary at December 31, 1996 and 1995 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP Deloitte & Touche LLP February 7, 1997 Parsippany, New Jersey REPORT OF MANAGEMENT-Atlantic City Electric Company The management of Atlantic City Electric Co. and its subsidiary (the Company) is responsible for the preparation of the consolidated financial statements presented in this Annual Report. The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the consolidated financial statements, management made informed judgments and estimates, as necessary, relating to events and transactions reported. Management has established a system of internal accounting and financial controls and procedures designed to provide reasonable assurance as to the integrity and reliability of financial reporting. In any system of financial reporting controls, inherent limitations exist. Management continually examines the effectiveness and efficiency of this system, and actions are taken when opportunities for improvement are identified. Management believes that, as of December 31, 1996, the system of internal accounting and financial controls over financial reporting is effective. Management also recognizes its responsibility for fostering a strong ethical climate in which the Company's affairs are conducted according to the highest standards of corporate conduct. This responsibility is characterized and reflected in the Company's code of ethics and business conduct policy. The consolidated financial statements have been audited by Deloitte & Touche LLP, Certified Public Accountants. Deloitte & Touche LLP, provides objective, independent audits as to management's discharge of its responsibilities insofar as they relate to the fairness of the financial statements. Their audits are based on procedures believed by them to provide reasonable assurance that the financial statements are free of material misstatement. The Company's internal auditing function conducts audits and appraisals of the Company's operations. It evaluates the system of internal accounting, financial and operational controls and compliance with established procedures. Both the external auditors and the internal auditors periodically make recommendations concerning the Company's internal control structure to management and the Audit Committee of the Board of Directors. Management responds to such recommendations as appropriate in the circumstances. None of the recommendations made for the year ended December 31, 1996 represented significant deficiencies in the design or operation of the Company's internal control structure. /s/ M. J. Chesser M. J. Chesser President and Chief Operating Officer /s/ M. J. Barron M. J. Barron Senior Vice President and Chief Financial Officer February 7, 1997 Atlantic City Electric Company and Subsidiary CONSOLIDATED STATEMENT OF INCOME (Thousands of Dollars) For the Years Ended December 31, 1996 1995 1994 Operating Revenues-Electric $982,492 $953,779 $913,226 Operating Expenses: Energy 223,091 191,766 210,891 Purchased Capacity 195,699 190,570 130,929 Operations 156,891 152,277 157,047 Employee Separation Costs - - 26,600 Maintenance 44,462 34,414 37,662 Depreciation and Amortization 80,845 78,461 73,344 State Excise Taxes 104,815 102,811 97,072 Federal Income Taxes 32,272 45,876 33,264 Other Taxes 9,888 8,677 10,757 Total Operating Expenses 847,963 804,852 777,566 Operating Income 134,529 148,927 135,660 Other Income and Expense: Allowance for Equity Funds Used During Construction 879 817 3,634 Other-Net 4,908 10,208 9,568 Total Other Income and Expense 5,787 11,025 13,202 Income Before Interest Charges 140,316 159,952 148,862 Interest Charges: Interest on Long Term Debt 60,029 60,329 57,346 Other Interest Expense 4,818 2,550 1,114 Total Interest Charges 64,847 62,879 58,460 Allowance for Borrowed Funds Used During Construction (976) (1,679) (2,772) Net Interest Charges 63,871 61,200 55,688 Less Cumulative Quarterly Income Preferred Securities Dividend of Trust 1,428 - - Net Income $ 75,017 $ 98,752 $ 93,174 Earnings for Common Stock: Net Income $ 75,017 $ 98,752 $ 93,174 Less Preferred Stock Dividend Requirements 9,904 14,627 16,716 Income Available for Common Stock $ 65,113 $ 84,125 $ 76,458 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Atlantic City Electric Company and Subsidiary CONSOLIDATED STATEMENT OF CASH FLOWS (Thousands of Dollars) For the Years Ended December 31, 1996 1995 1994 Cash Flows Of Operating Activities: Net Income $ 75,017 $ 98,752 $ 93,174 Unrecovered Purchased Power Costs 16,417 15,721 14,920 Deferred Energy Costs (2,095) (20,435) (3,819) Cumulative Quarterly Income Preferred Securities Dividends of Trust 1,428 - - Depreciation and Amortization 80,845 78,461 73,344 Deferred Income Taxes-Net 1,448 15,694 6,116 Unrecovered State Excise Taxes 9,560 9,560 (40,128) Changes-Net Working Capital Components: Accounts Receivable and Unbilled Revenues 5,795 (22,565) 337 Accounts Payable 2,814 (4,801) 1,813 Inventory (2,523) 4,960 (12,988) Other 14,125 (8,890) (11,726) Employee Separation Costs (7,179) (19,112) 26,600 Other-Net 17,020 10,318 3,935 Net Cash Provided by Operating Activities 212,672 157,663 151,578 Cash Flows Of Investing Activities: Construction Expenditures (86,805) (100,904) (119,961) Leased Nuclear Fuel Material (6,833) (10,446) (10,713) Plant Removal Costs (2,109) (4,525) (8,000) Other-Net (15,707) 892 799 Net Cash Used by Investing Activities (111,454) (114,983) (137,875) Cash Flows Of Financing Activities: Issuance of Cumulative Income Preferred Securities 70,000 - - Proceeds from Long Term Debt - 104,404 53,572 Retirement and Maturity of Long Term Debt (12,266) (57,489) (42,664) Increase in Short Term Debt 34,405 21,945 8,600 Proceeds from Nuclear Fuel Capital Lease Obligations 6,833 10,446 10,713 Redemption of Preferred Stock (98,876) (24,500) (24,500) Dividends Declared on Capital Stock (92,066) (95,866) (100,198) Dividends on Cumulative Quarterly Income Preferred Securities of Trust (1,428) - - Capital Contributions from Parent(net) (567) (223) 22,389 Other-Net (3,313) (869) 1,601 Net Cash Used by Financing Activities (97,278) (42,152) (70,487) Net Increase (Decrease) in Cash and Temporary Investments 3,940 528 (56,784) Cash and Temporary Investments: beginning of year 3,987 3,459 60,243 end of year $ 7,927 $ 3,987 $ 3,459 Supplemental Schedule of Payments: Interest $ 65,269 $ 58,274 $ 61,035 Federal income taxes $ 36,937 $ 31,999 $ 32,254 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Atlantic City Electric Company and Subsidiary CONSOLIDATED BALANCE SHEET (Thousands of Dollars) December 31, 1996 1995 Assets Electric Utility Plant: In Service: Production $1,212,380 $1,187,169 Transmission 373,358 366,242 Distribution 731,272 691,830 General 191,210 183,935 Total In Service 2,508,220 2,429,176 Less Accumulated Depreciation 871,531 794,479 Utility Plant in Service-Net 1,636,689 1,634,697 Construction Work in Progress 117,188 119,270 Land Held for Future Use 5,604 6,941 Leased Property-Net 39,914 40,878 Electric Utility Plant-Net 1,799,395 1,801,786 Investments and Nonutility Property: Nuclear Decommissioning Trust Fund 71,120 61,802 Other 9,750 2,077 Total Investments and Nonutility Property 80,870 63,879 Current Assets: Cash and Temporary Investments 7,927 3,987 Accounts Receivable: Utility Service 64,432 66,099 Miscellaneous 21,650 17,379 Allowance for Doubtful Accounts (3,500) (3,300) Unbilled Revenues 33,315 41,515 Fuel (at average cost) 29,603 25,459 Materials and Supplies (at average cost) 23,815 25,434 Working Funds 15,517 14,420 Deferred Energy Costs 33,529 31,434 Prepaid Excise Tax 7,125 10,753 Other Prepayments 10,089 10,249 Total Current Assets 243,502 243,429 Deferred Debits: Unrecovered Purchased Power Costs 83,400 99,817 Recoverable Future Federal Income Taxes 85,858 85,858 Unrecovered State Excise Taxes 54,714 64,274 Unamortized Debt Costs 43,579 38,924 Other Regulatory Assets 59,575 54,568 Other 9,848 6,569 Total Deferred Debits 336,974 350,010 Total Assets $2,460,741 $2,459,104 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Atlantic City Electric Company and Subsidiary CONSOLIDATED BALANCE SHEET (Thousands of Dollars) December 31, 1996 1995 Liabilities and Capitalization Capitalization: Common Shareholder's Equity: Common Stock $ 54,963 $ 54,963 Premium on Capital Stock 231,081 231,081 Contributed Capital 259,078 259,645 Capital Stock Expense (1,645) (2,131) Retained Earnings 234,948 252,484 Total Common Shareholder's Equity 778,425 796,042 Preferred Securities: Not Subject to Mandatory Redemption 30,000 40,000 Subject to Mandatory Redemption 43,950 114,750 Cumulative Quarterly Income Preferred Securities of Trust 70,000 - Long Term Debt 802,245 802,356 Total Capitalization(excluding current portion) 1,724,620 1,753,148 Current Liabilities: Preferred Stock Redemption Requirement 10,000 22,250 Capital Lease Obligations-Current 702 650 Long Term Debt-Current 175 12,247 Short Term Debt 64,950 30,545 Accounts Payable 63,644 60,831 Federal Income Taxes Payable-Affiliate 7,398 11,574 Other Taxes Accrued 7,494 3,382 Interest Accrued 19,619 19,961 Dividends Declared 21,701 23,490 Deferred Income Taxes 3,190 2,569 Provision for Rate Refunds 13,000 - Other 22,980 24,958 Total Current Liabilities 234,853 212,457 Deferred Credits and Other Liabilities: Deferred Income Taxes 357,580 354,218 Deferred Investment Tax Credits 46,577 49,112 Capital Lease Obligations 39,212 40,227 Other 57,899 49,942 Total Deferred Credits and Other Liabilities 501,268 493,499 Commitments and Contingencies (Note 10) Total Liabilities and Capitalization $2,460,741 $2,459,104 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. CONSOLIDATED STATEMENT OF CHANGES IN COMMON SHAREHOLDER'S EQUITY (Thousands of Dollars) Premium On Capital Common Capital Contrib. Stock Retained Stock Stock Capital Expense Earnings Balance, December 31, 1993 $54,963 $231,081 $237,479 $(2,470) $256,961 Net Income 93,174 Capital stock expense 170 (170) Capital contrib. from parent (net) 22,389 Less dividends declared: Preferred (16,716) Common (83,482) Balance, December 31, 1994 54,963 231,081 259,868 (2,300) 249,767 Net Income 98,752 Capital stock expense 169 (169) Capital contrib. from parent (net) (223) Less dividends declared: Preferred (14,627) Common (81,239) Balance, December 31, 1995 54,963 231,081 259,645 (2,131) 252,484 Net Income 75,017 Capital Stock expense 486 (486) Capital Contributions from parent (net) (567) Less dividends declared: Preferred (9,904) Common (82,163) Balance $54,963 $231,081 $259,078 (1,645) $234,948 December 31, 1996 As of December 31, 1996, the Company had 25 million authorized shares of Common Stock at $3 par value. Shares outstanding at December 31, 1996, 1995 and 1994 were 18,320,937. The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. ATLANTIC CITY ELECTRIC COMPANY AND SUBSIDIARY Notes to Consolidated Financial Statements Except as modified below, Notes 1 through 14, excluding Note 6 and Note 9, to the Consolidated Financial Statements of Atlantic Energy Inc. (AEI) are incorporated herein by reference insofar as they relate to Atlantic City Electric Company (ACE) and its subsidiary: Note 1. Principles of Consolidation The consolidated financial statements include the accounts of ACE and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year reporting of these items. Related Party Transactions - ACE has a contract for a total of 116 megawatts of capacity and related energy from a cogeneration facility that is 50% owned by a wholly-owned subsidiary of Atlantic Energy Enterprises, Inc.(AEE). Capacity costs totaled $27.8 million in 1996, $23.8 million in 1995 and $23.0 million in 1994. ACE sells electricity to subsidiaries of AEE. The electric sales totaled $2.2 million for 1996, $0.6 million for 1995 and $0.2 million for 1994. ACE also rents office space from a wholly-owned subsidiary of AEE which amounts are not significant. The amounts receivable from affiliates were not significant at December 31, 1996 and 1995. Note 2. Income Taxes The components of Federal income tax expense for the years ended December 31 are as follows: (000) 1996 1995 1994 Current $ 35,510 $ 32,457 $ 30,013 Deferred 1,448 15,694 6,116 Total Federal Income Tax Expense 36,958 48,151 36,129 Less Amounts in Other Income 4,686 2,275 2,865 Federal Income Taxes in Operating Expenses $ 32,272 $ 45,876 $ 33,264 A reconciliation of the expected Federal income taxes compared to the reported Federal income tax expense computed by applying the statutory rate for the years ended December 31 follows: 1996 1995 1994 Statutory Federal Income Tax Rate 35% 35% 35% (000) Income Tax Computed at the Statutory Rate $39,191 $51,417 $ 45,256 Plant Basis Differences 3,096 1,307 (27) Amortization of Investment Tax Credits (2,534) (2,534) (2,534) Tax Adjustments - - (4,874) Other-Net (2,795) (2,039) (1,692) Total Federal Income Tax Expense $36,958 $48,151 $ 36,129 Effective Federal Income Tax Rate 33% 33% 28% Items comprising deferred tax balances as of December 31 are as follows: (000) 1996 1995 Deferred Tax Liabilities: Plant Basis Differences $326,673 $316,834 Unrecovered Purchased Power Costs 22,630 28,209 State Excise Taxes 20,141 22,527 Other 29,344 29,519 Total Deferred Tax Liabilities 398,788 397,089 Deferred Tax Assets: Deferred Investment Tax Credits 25,143 26,511 Employee Separation Costs 526 2,621 Other 12,349 11,170 Total Deferred Tax Assets 38,018 40,302 Total Deferred Taxes-Net $360,770 $356,787 Note 14. Quarterly Financial Results (Unaudited). Quarterly financial data of ACE, reflecting all adjustments necessary in the opinion of management for all fair presentation of such amounts, are as follows: ATLANTIC CITY ELECTRIC COMPANY AND SUBSIDIARY Operating Operating Net Earnings for Quarter Revenues Income Income Common Stock 1996 (000) (000) (000) (000) 1st $245,472 $33,075 $19,316 $16,307 2nd 226,035 28,007 13,464 10,455 3rd 282,577 51,929 35,611 33,154 4th 228,408 21,518 6,627 5,197 Annual $982,492 $134,529 $75,017 $65,113 1995 1st $218,666 $27,565 $15,779 $11,992 2nd 206,246 27,755 15,111 11,324 3rd 303,031 67,026 52,666 48,879 4th 225,836 26,581 15,195 11,930 Annual $953,779 $148,927 $98,752 $84,125 Individual quarters may not add to the total due to rounding. Third quarter results generally exceed those of other quarters due to increased sales and higher residential rates for ACE. The fourth quarter 1996 Net Income reflects an increase in ACE's electric sales offset in part by the increase in energy expense due to the increased sales, recovery of previously deferred energy costs and an increase in operations and maintenance expense related to Salem.