ITEM 1. BUSINESS
THE COMPANY
Delmarva Power & Light Company (the Company) was incorporated in Delaware in 1909 and in Virginia in 1979. The Company's wholly-owned subsidiaries, also incorporated in Delaware, include Delmarva Energy Company, Delmarva Industries, Inc., Delmarva Services Company, and Delmarva Capital Investments, Inc. For a discussion of the Company's subsidiaries, see "Subsidiaries" on page I-11.
The Company is a public utility which provides electric service on the Delmarva Peninsula in an area consisting of about 5,700 square miles with a population of approximately one million. The Company also provides gas service in an area consisting of about 275 square miles with a population of approximately 457,000 in northern Delaware, including the City of Wilmington.
SEGMENT INFORMATION
See Note 17 of the Notes to Consolidated Financial Statements contained in the Company's 1993 Annual Report to Stockholders filed as Exhibit 13.
COMPETITION
Competition is increasing for certain electric and gas energy markets historically served by regulated utilities. In recent years, changing laws and governmental regulations, interest in self-generation, and competition from nonregulated energy suppliers are providing some utility customers with alternative sources to satisfy their electric and gas needs.
Electric Business
The Public Utility Regulatory Policies Act of 1978 (PURPA) facilitated the entry of potential competitors into the electric generation business. Under PURPA, a utility may be required to purchase the electricity generated by qualifying facilities at prices reflecting the utility's avoided cost as determined by utility procedures or state regulatory bodies.
The Energy Policy Act of 1992 (the Energy Act) enabled the Federal Energy Regulatory Commission (FERC) to order the provision of transmission service (wheeling of electricity) for wholesale (resale) electricity producers and also provided for the creation of a new category of electric power producers called exempt wholesale generators (EWGs). These provisions of the Energy Act have enhanced the ability of utilities and non-utility generators to compete to serve resale customers currently served by a particular utility. Partly as a result of the Energy Act, industry-wide resale markets are experiencing increased competition. In 1993, gross electric revenues from the Company's resale business were $105.0 million or 13.0% of billed electric sales revenues.
In response to the changing environment in the electric utility industry, the Company has modified existing strategies and also developed new strategies. From a customer or market perspective, the Company has concluded that focusing on growing the retail portion of the business provides the best opportunity to meet the twin objectives of satisfying customers' needs while providing a fair return to shareholders. During 1993, the Company began to develop new products and services for its retail markets and to hold preliminary discussions with certain municipalities in Delaware to either purchase their electric systems or enter into long-term supply contracts. In December 1993, the Company offered $103.5 million to purchase the electric system of the City of Dover, Delaware (Dover). Dover has approximately 18,500 electric customers and annual revenues from electricity sales of about $37 million. Although the Company expects that the impact on earnings from the potential purchase would be minimal over the first year or two, incremental earnings are
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expected once economies of scale are achieved. It is the Company's understanding that other parties have shown interest in the generation segment of Dover's business, but none have shown interest in purchasing Dover's entire electric system. In February 1994, PECO Energy Company (PECO), formerly known as Philadelphia Electric Company, announced that it is evaluating its strategic alternatives with respect to Conowingo Power Company (COPCO), its Maryland subsidiary, including determining the level of interest that other companies may have in acquiring COPCO. The Company has expressed an interest to PECO in acquiring COPCO and will seek to participate in an acquisition process if such a process is commenced. See "Other Regulatory Matters--Conowingo Power Company" on page I-15 for a further discussion of certain regulatory proceedings related to COPCO in which the Company has intervened.
Although the Energy Act permits competition for wholesale customers only, competitive forces exist within the retail market and are expected to increase. Large retail customers (i.e. commercial and industrial customers) have choices to reduce their energy costs, including self-generation and relocation to the service territories of other utilities with lower rates. In addition, regulatory authorities may permit the retail wheeling of electricity, thereby permitting utilities and non-utility generators to compete to serve large retail customers currently served by a particular utility. The Company is positioned well for these competitive forces. The Company's prices for large retail customers are among the lowest in the region and are competitive with alternative sources of energy such as self-generation. The Company's average price for commercial customers in 1992 was 7.04 cents per kilowatt hour (kwh) compared to a regional average of 8.64 cents per kwh. The Company's average price for industrial customers in 1992 was 4.63 cents per kwh compared to a regional average of 6.59 cents per kwh. These regional averages are based on 1992 data for 27 utilities within a 300 mile radius of the Company. In order to keep customer prices competitive, the Company is stepping up its efforts to reduce costs.
The Company believes it should have the ability to offer flexible pricing in order to compete to serve large retail customers. Such changes in pricing methods could require modification to the existing regulatory process. In Delaware, the Governor has convened a task force "to recommend reforms to the existing regulatory process, structure and organization that will improve utility efficiency and encourage utility innovation, while assuring continued availability of utility services at affordable and competitive prices." The task force includes representatives from the Delaware Public Service Commission (DPSC), utilities (including the Company), industrial customers, government, and the public. The task force plans to issue recommendations that can be introduced as legislation in June 1994 in the General Assembly.
In the resale market, the Company is seeking to reduce the risk associated with a customer switching energy suppliers on short notice because providing electricity service requires investments in capital-intensive facilities which have long lives and require long lead-times for construction. In the Company's most recent resale base rate case, its resale customers agreed to provide a two-year notice for load reductions up to 30% and a five-year notice for load reductions greater than 30%.
Prior to this agreement, Old Dominion Electric Cooperative (ODEC), a resale customer, advised the Company that it would purchase up to 150 megawatts (MW) from another utility, beginning January 1, 1995. The Company is continuing to negotiate a partial-requirements service agreement (to serve the balance of ODEC's load) and a transmission service agreement (to transport the electricity ODEC plans to purchase from another utility) to become effective January 1, 1995. The maximum reduction in annual non-fuel revenues that could result from ODEC's purchase of 150 MW from another utility is estimated to be about $24 million or $0.24 per share based on projected shares outstanding in 1995. To mitigate the potential impact of this loss of business and expected increases in operating costs, the Company is pursuing off-system sales of capacity and energy (targeted increase in revenues: $10-$20 million), intensifying cost control efforts (targeted decrease in costs: $15-$20 million), and if necessary, may apply for increases in customer rates (targeted increase in revenues: $10-$15 million). The Company expects that some combination of these strategies will reduce, or possibly eliminate, the adverse earnings per share effect; however, the ultimate effect on future earnings depends on the degree of success experienced by the Company in implementing its strategies.
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Gas Business
As a result of FERC initiatives, the interstate gas pipeline system has been opened further to permit the transportation of natural gas by end users, including the Company's gas customers. The Company has in place local transportation tariffs to complement this interstate pipeline service. As a result, some Company gas customers now buy gas directly from producers and transport the gas to their facilities in Delaware, paying a transportation fee to the Company for the use of the Company's gas transmission and distribution facilities.
An issue contested in the Company's most recent gas base rate case involved the conditions under which firm customers would be able to switch to non-firm service such as Interruptible Gas Transportation (IGT) service. The Company's tariff in effect prior to this case did not allow firm customers to switch to non-firm service. The Company had proposed in this case to allow firm customers to switch to non-firm service with three years' advance notice. Intervenors in the case, comprised of a group of large firm and non-firm industrial gas customers, sought DPSC approval to allow switching to non-firm service with little or no prior notice. In July 1993, the DPSC approved a three-year notice requirement for firm customers switching to non-firm service. This notice period will mitigate the effect on the Company's results of operations of customers switching from firm to non-firm service.
In a related matter, during the proceedings in the Company's most recent gas base rate case, the Company's largest firm gas customer filed a complaint in the Delaware Chancery Court seeking rescission of its current firm service agreement with the Company and other relief, including non-firm service as an IGT customer. This case was settled in October 1993, with the customer agreeing for a three-year period to transport or pay for a minimum amount of gas equal to 75% of the average amount of gas it has taken over the past three years. This settlement will not have a material impact on the Company's results of operations.
ELECTRIC OPERATIONS
Installed Capacity
The net installed summer electric generating capacity available to the Company to serve its peak load as of December 31, 1993 is presented below. The Company plans to maintain a balanced approach to energy supply, including conservation and load management, purchases of capacity and energy from other utilities and nonutility generators, and construction of new generating capacity. For a discussion of the energy supply plan, see "Challenge 2000 Plan" which begins on page I-4.
The net generating capacity available for operations at any time may be less than the total net installed generating capacity due to generating units being temporarily out of service for inspection, maintenance, repairs, or unforeseen circumstances. See "Item 2
ITEM 2. PROPERTIES
Substantially all utility plants and properties of the Company are subject to the lien of the Mortgage under which the Company's First Mortgage Bonds are issued.
The Company's electric properties are located in Delaware, Maryland, Virginia, Pennsylvania, and New Jersey. The following table sets forth the net installed generating capacity available to the Company to serve its peak load as of December 31, 1993.
- -------- (A) Company portion of jointly owned plants. (B) Represents capacity owned by a refinery customer which is available to the Company to serve its peak load.
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Major transmission and distribution lines owned and in service are as follows:
The Company's electric transmission and distribution system includes 1,338 transmission poleline miles of overhead lines, 5 transmission cable miles of underground cables, 6,634 distribution poleline miles of overhead lines, and 4,294 cable miles of distribution underground cables.
The Company has a liquefied natural gas plant located in Wilmington, Delaware with a storage capacity of 3.045 million gallons and a planned sendout capacity of 25,000 Mcf per day.
The Company also owns four natural gas city gate stations at various locations in its gas service territory. These stations have a total sendout capacity of 125,000 Mcf per day.
The following table sets forth the Company's gas pipeline miles:
-------- * Includes 11 miles of joint-use gas pipeline that is used 10% for gas and 90% for electric.
The Company owns and occupies office buildings in Wilmington and Christiana, Delaware and Salisbury, Maryland, and also owns elsewhere in its service area a number of properties that are used for office, service, and other purposes.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
In October 1992, the Company's largest firm gas customer filed a complaint in the Delaware Chancery Court seeking rescission of its current firm service agreement with the Company and other relief, including non-firm service as an interruptible Gas Transportation customer. For a discussion of the outcome of this case, see "Competition--Gas Business" on page I-3.
In November 1992, DCTC-Glendon, Inc., a subsidiary of the Company, filed a lawsuit in the U.S. District Court for the Eastern District of Pennsylvania against Energenics/Glendon, Inc. (EGI) and Joseph M. Reibman (Reibman), the sole shareholder of EGI. In July 1993, the court entered an order granting EGI's and Reibman's motion to file omitted counterclaims and add counterclaim defendants, including the Company, various subsidiaries of the Company, and certain individual officers and employees of the Company and its subsidiaries. In February 1994, DCTC-Glendon, Inc., Delcap, Reibman and the counterclaim defendants settled the litigation and all claims made by the parties were dismissed with prejudice.
In June 1993, the Delaware Coastal Zone Industrial Control Board (the "Board") adopted regulations (the "Regulations") under Delaware's Coastal Zone Act which would, among other things, prohibit the Company from constructing new power-generating facilities or expanding any of its existing power-generating facilities outside a designated boundary. In July 1993, the Company filed a complaint in the Delaware Superior Court seeking to have the Regulations declared null and void. In addition, the Company joined with
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other affected parties in filing a complaint in July 1993 in the Delaware Chancery Court. The Chancery Court complaint alleges procedural violations of the Freedom of Information Act by the Board in the passage of the Regulations and requests that the Regulations be declared null and void. The Company cannot predict the outcome of either of these lawsuits.
On December 14, 1993, Star filed a complaint against the Company in Delaware Chancery Court alleging that the Company overcharged it for pension and tax- related costs under a contract entered into by the parties' predecessors in 1955. The complaint asks for a refund and damages totalling $9.3 million. While the Company believes that it did not overcharge Star and is defending its position, it cannot predict the outcome of the lawsuit.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.
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PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed on the New York and Philadelphia Stock Exchanges and has unlisted trading privileges on the Cincinnati, Midwest, and Pacific Stock Exchanges and had the following dividends declared and high/low prices by quarter for the years 1993 and 1992.
The Company had 58,225 registered holders of common stock as of December 31, 1993.
The Charter and the Mortgage securing the Company's outstanding bonds contain restrictions on the payment of dividends on common stock which would become applicable if its capital and retained earnings fall below certain specific levels or if preferred stock dividends are in arrears.
The retained earnings available for dividends on common stock as of December 31, 1993 were approximately $223,814,000 under the most restrictive of these provisions.
While the Board of Directors intends to continue the practice of paying dividends quarterly, amounts and dates of such dividends as may be declared will necessarily be dependent upon the Company's future earnings, financial requirements, and other factors. For a further discussion of dividends, refer to the "Dividends" section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 1993 Annual Report to Stockholders, incorporated by reference herein.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
This information is contained on page 18 of the 1993 Annual Report to Stockholders filed herein as Exhibit 13, which portion of such Annual Report is hereby incorporated by reference herein.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This information is contained on pages 19 through 26 of the 1993 Annual Report to Stockholders filed herein as Exhibit 13, which portion of such Annual Report is hereby incorporated by reference herein. Refer to the "Competition" section of Part I herein for an update to the disclosure included in the "Competition" section of Management's Discussion and Analysis of Financial Condition and Results of Operations concerning strategies to mitigate the expected loss of revenues in 1995 due to the decision of a resale customer (ODEC) to purchase up to 150 MW from another utility.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, notes 1 through 18 to consolidated financial statements, and related report thereon of Coopers & Lybrand, independent accountants, appear on pages 27 through 46 of the 1993 Annual Report to Stockholders filed herein as Exhibit 13, which portion of such Annual Report is hereby incorporated by reference herein.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders Delmarva Power & Light Company Wilmington, Delaware
Our report, which includes an explanatory paragraph regarding the Company's changes in its methods of accounting for unbilled revenues, income taxes, and postretirement benefits other than pensions, on the consolidated financial statements of Delmarva Power & Light Company has been incorporated by reference in this Form 10-K from page 27 of the 1993 Annual Report to Stockholders of Delmarva Power & Light Company. In connection with our audits of such financial statements, we have also audited the related financial statement schedules listed in the index in Item 14 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.
Coopers & Lybrand
2400 Eleven Penn Center Philadelphia, Pennsylvania February 4, 1994
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PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
"Proposal No. 1 -- Election of Directors" is incorporated by reference herein from the Definitive Proxy Statement which is expected to be filed on or about April 21, 1994, and information about the executive officers of the registrant is included under Item 1.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
"Executive Compensation" is incorporated by reference herein from the Definitive Proxy Statement which is expected to be filed on or about April 21, 1994.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"Proposal No. 1 -- Election of Directors" is incorporated by reference herein from the Definitive Proxy Statement which is expected to be filed on or about April 21, 1994.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements--The following financial statements are contained in the Company's 1993 Annual Report to Stockholders filed as Exhibit 13 hereto and incorporated herein by reference.
2. Financial Statement Schedules--The following financial statement schedules are contained in Part IV of this report.
All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule or because the information required is included in the respective financial statements or the notes thereto.
3. Schedule of Operating Statistics for the three years ended December 31, 1993 can be found on page IV-14 of this report.
4. Exhibits
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b) Reports on Form 8-K (filed during the reporting period):
A Report on Form 8-K dated October 28, 1993, containing a press release of the Company concerning third quarter earnings, was filed with the Commission.
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DELMARVA POWER & LIGHT COMPANY
SCHEDULE V--UTILITY PLANT PROPERTY FOR THE YEAR ENDED DECEMBER 31, 1993 (THOUSANDS OF DOLLARS)
IV-3
DELMARVA POWER & LIGHT COMPANY
SCHEDULE V -- UTILITY PLANT PROPERTY -- (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1993 (THOUSANDS OF DOLLARS)
- -------- (a) Construction and nuclear fuel expenditures, including AFUDC. (b) Includes transfers from construction work in progress and transfers of land and facilities to/from non-utility property, plant held for future use or other functions. (c) Transfers to plant in service. (d) Amortization of acquisition adjustment which is charged against utility operating income. (e) Includes transfers between functions and adjustments to prior closings.
IV-4
DELMARVA POWER & LIGHT COMPANY
SCHEDULE V -- UTILITY PLANT PROPERTY FOR THE YEAR ENDED DECEMBER 31, 1992 (THOUSANDS OF DOLLARS) - --------------------------------------------------------------------------------
IV-5
DELMARVA POWER & LIGHT COMPANY
SCHEDULE V -- UTILITY PLANT PROPERTY -- (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1992 (THOUSANDS OF DOLLARS)
- -------- (a) Construction and nuclear fuel expenditures, including AFUDC. (b) Includes transfers from construction work in progress and transfers of land and facilities to/from non-utility property, plant held for future use or other functions. (c) Transfers to plant in service. (d) Amortization of acquisition adjustment which is charged against utility operating income. (e) Includes transfers between functions and adjustments to prior closings. (f) Reclassified to other property for financial reporting purposes.
IV-6
DELMARVA POWER & LIGHT COMPANY
SCHEDULE V -- UTILITY PLANT PROPERTY FOR THE YEAR ENDED DECEMBER 31, 1991 (THOUSANDS OF DOLLARS)
IV-7
DELMARVA POWER & LIGHT COMPANY
SCHEDULE V -- UTILITY PLANT PROPERTY -- (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1991 (THOUSANDS OF DOLLARS)
- -------- (a) Construction and nuclear fuel expenditures, including AFUDC. (b) Includes transfers from construction work in progress and transfers of land and facilities to/from non-utility property, plant held for future use or other functions. (c) Transfers to plant in service. (d) Amortization of acquisition adjustment which is charged against utility operating income. (e) Includes transfers between functions and adjustments to prior closings. (f) Includes sale of Delaware City Plant.
IV-8
DELMARVA POWER & LIGHT COMPANY
SCHEDULE VI -- CONSOLIDATED ACCUMULATED DEPRECIATION AND AMORTIZATION (UTILITY PLANT) FOR THE YEAR ENDED DECEMBER 31, 1993 (THOUSANDS OF DOLLARS)
- -------- (a) Charged to clearing accounts for which subsequent distribution was made to operating and other accounts. (b) Includes removal cost net of salvage.
IV-9
DELMARVA POWER & LIGHT COMPANY
SCHEDULE VI -- CONSOLIDATED ACCUMULATED DEPRECIATION AND AMORTIZATION (UTILITY PLANT) FOR THE YEAR ENDED DECEMBER 31, 1992 (THOUSANDS OF DOLLARS)
- -------- (a) Charged to clearing accounts for which subsequent distribution was made to operating and other accounts. (b) Includes removal cost net of salvage.
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DELMARVA POWER & LIGHT COMPANY
SCHEDULE VI -- CONSOLIDATED ACCUMULATED DEPRECIATION AND AMORTIZATION (UTILITY PLANT) FOR THE YEAR ENDED DECEMBER 31, 1991 (THOUSANDS OF DOLLARS)
- -------- (a) Charged to clearing accounts for which subsequent distribution was made to operating and other accounts. (b) Includes removal cost net of salvage. (c) Includes sale of Delaware City Plant.
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DELMARVA POWER & LIGHT COMPANY
SCHEDULE IX -- SHORT-TERM BORROWINGS FOR THE THREE YEARS ENDED DECEMBER 31, 1993
- -------- (a) Average daily balance based on 365 days. (b) Weighted average monthly rates for debt outstanding. (c) Loan Participation Agreements--Short-term bank loans which are remarketed to investors. (d) Subsidiary debt.
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DELMARVA POWER & LIGHT COMPANY
SCHEDULE X -- SUPPLEMENTAL INCOME STATEMENT INFORMATION FOR THE THREE YEARS ENDED DECEMBER 31, 1993 (THOUSANDS OF DOLLARS)
- -------- Note: Other information has been omitted since the required information either is not present in amounts sufficient to require submission or is included in the respective financial statements or the notes thereto.
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DELMARVA POWER & LIGHT COMPANY
OPERATING STATISTICS FOR THE THREE YEARS ENDED DECEMBER 31, 1993
The table below sets forth selected financial and operating statistics for the electric and gas divisions for the three years ended December 31, 1993.
- -------- (1) Based on average number of customers during period.
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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.
Delmarva Power & Light Company (Registrant)
Dated: March 22, 1994 /s/ Barbara S. Graham By__________________________________ (Barbara S. Graham, Vice President and Chief Financial Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
/s/ (Howard E. Cosgrove) Chairman of the Board, March 22, 1994 ..................................... President, Chief (Howard E. Cosgrove) Executive Officer, and Director
/s/ (H. Ray Landon) Executive Vice March 22, 1994 ..................................... President and (H. Ray Landon) Director
/s/ (Barbara S. Graham) Vice President and March 22, 1994 ..................................... Chief Financial (Barbara S. Graham) Officer
/s/ (James P. Lavin) Comptroller and Chief March 22, 1994 ..................................... Accounting Officer (James P. Lavin)
/s/ (Michael G. Abercrombie) Director March 22, 1994 ..................................... (Michael G. Abercrombie)
/s/ (Elwood P. Blanchard, Jr.) Director March 22, 1994 ..................................... (Elwood P. Blanchard, Jr.)
/s/ (Robert D. Burris) Director March 22, 1994 ..................................... (Robert D. Burris)
/s/ (Audrey K. Doberstein) Director March 22, 1994 ..................................... (Audrey K. Doberstein)
/s/ (James H. Gilliam, Jr.) Director March 22, 1994 ..................................... (James H. Gilliam, Jr.)
/s/ (Sarah I. Gore) Director March 22, 1994 ..................................... (Sarah I. Gore)
/s/ (James C. Johnson, III) Director March 22, 1994 ..................................... (James C. Johnson, III)
/s/ (James T. McKinstry) Director March 22, 1994 ..................................... (James T. McKinstry)
IV-15
DELMARVA POWER & LIGHT COMPANY 1993 ANNUAL REPORT ON FORM 10-K EXHIBIT INDEX
Exhibit Page Number Description Number - ------ ----------- ------
3-C Copy of the Company's Certificate of Designation and Articles of Amendment establishing the 6 3/4% Preferred Stock.
3-D Copy of the Company's By-laws as amended September 30, 1993.
4-J Copy of the Eighty-Fourth Supplemental Indenture.
4-K Copy of the Eighty-Fifth Supplemental Indenture.
10-F Copy of the severance agreement with members of management.
10-G Copy of the current listing of members of management who have signed the severance agreement.
12-A Computation of ratio of earnings to fixed charges.
12-B Computation of ratio of earnings to fixed charges and preferred dividends.
13 Certain portions of the 1993 Annual Report to Stockholders which are incorporated by reference in this Form 10-K.
23 Consent of Independent Accountants.