EXHIBIT 99





DELMARVA POWER & LIGHT COMPANY


PRO FORMA CONSOLIDATED STATEMENT OF INCOMEGENERATION ASSET SALE





General





In 1999, the electric utility business of Delmarva Power & Light Company
(DPL) was restructured pursuant to legislation enacted in Delaware and Maryland and orders issued by the Delaware Public Service Commission (DPSC) and Maryland Public Service Commission (MPSC). The restructuring of the electric utility business of
DPL is discussed in DPLs 2001 Annual Report on Form 10-K in Notes 1, 6, 7, and 10 to the Consolidated Financial Statements, included in Item 8 of Part II.





Electric Generating Plants Sold During 2001





As discussed in Note 8 to the Consolidated Financial Statements
included in Item 8 of Part II of DPLs 2001 Annual Report on Form 10-K, on June 22, 2001, DPLs ownership interests in various electric generating plants were sold to NRG Energy, Inc. (NRG) for approximately $528.2 million. The sales
proceeds are subject to final adjustments for inventory and other items. The electric generating plants sold had a net book value of approximately $247 million and electric generating capacity of 954 MW. As a result of these sales, DPLs
results of operations for 2001 include a gain of $221.2 million before taxes ($129.4 million after taxes). The $221.2 million before-tax gain is included in operating revenues in the 2001 Consolidated Statement of Income.





Description of Pro Forma Consolidated Statement of Income





An Unaudited Pro Forma 2001 Consolidated Statement of Income for DPL is filed with this exhibit. Since the sale of the electric generating plants is reflected in the December 31, 2001 Consolidated Balance Sheet included in
DPLs 2001 Annual Report on Form 10-K, a pro forma balance sheet is not included with this exhibit.





The following major
assumptions were made in preparing the Pro Forma Consolidated Statement of Income:





|· |  | The June 22, 2001 sale of the ownership interests of DPL in electric generating plants was assumed to have occurred on January 1, 2001. As a result, expenses related to the
electric generating plants sold were eliminated for the period of operations from January 1, 2001 to June 22, 2001.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· |  | To replace the kilowatt-hours produced by the electric generating plants that were assumed to be sold on January 1, 2001, replacement energy and capacity were assumed to be
purchased from the PJM Interconnection, L.L.C. (PJM). The energy costs were based on an hourly PJM Locational Marginal Price (LMP) and the capacity costs were based on average PJM capacity rates.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· |  | An effective tax rate of 40% was utilized to calculate the income tax effects of adjustments to the Pro Forma 2001 Consolidated Statement of Income.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------




The Pro Forma Consolidated Statement of Income has been prepared for comparative purposes only and does not purport to be
indicative of operations which would have actually resulted if the sale of generation assets or other related transactions occurred on the dates of the period presented, or which may result in the future. Further, the Pro Forma Consolidated
Statement of Income has been prepared using information available at the date of this filing. As a result, certain amounts indicated herein are preliminary in nature and, therefore, will be subject to adjustment in the future.




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Description of Pro Forma Adjustments to the Consolidated Statement of Income





The Unaudited Pro Forma Consolidated Statement of Income filed with this Exhibit reflects the following adjustments:





|1. |  | An increase in Electric fuel and purchased energy and capacity primarily because the cost increase from DPL purchasing all energy and capacity requirements to meet
its retail load exceeded the cost decrease from no longer purchasing fuel for the electric generating units.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|2. |  | Decreases in other operating expenses as a result of the assumed sales of certain electric generating plants as of January 1, 2001.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------




|3. |  | A decrease in Interest charges as a result of assuming that the $253.7 million of debt repaid in the third quarter of 2001, after the sale of certain electric
generating plants, was repaid as of January 1, 2001.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | An increase in income taxes due to the increase in income before income taxes.
|-- |  | ------------------------------------------------------------------------------






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DELMARVA POWER & LIGHT COMPANY





UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME





YEAR ENDED DECEMBER
31, 2001





Reported


Adjustments


Pro Forma(Dollars in Thousands)OPERATING REVENUESElectric

$
1,059,100


$



$
1,059,100Gain on sales of electric generating plants


221,224







221,224Gas


230,622







230,622Other services


22,144







22,1441,533,090







1,533,090OPERATING EXPENSESElectric fuel and purchased energy and capacity


646,872



37,829
(1)


684,701Gas purchased


178,666







178,666Other services cost of sales


20,522







20,522Operation and maintenance


162,343



(14,364
)(2)


147,979Depreciation and amortization


95,307



(11,936
)(2)


83,371Taxes other than income taxes


34,382



(250
)(2)


34,1321,138,092



11,279



1,149,371OPERATING INCOME


394,998



(11,279
)


383,719OTHER INCOME


18,540







18,540INTEREST EXPENSEInterest charges


63,333



(11,612
)(3)


51,721Allowance for borrowed funds used during construction and capitalized interest


(701
)






(701
)62,632



(11,612
)


51,020Preferred Dividend Requirement onPreferred Securities of a Subsidiary Trust


5,687







5,687Income Before Income Taxes andExtraordinary Item


345,219



333



345,552Income Taxes, Excluding Income TaxesApplicable to Extraordinary Item


141,810



133
(4)


141,943Income Before Extraordinary Item


203,409



200



203,609Extraordinary Item (Net of income taxes of $1,885)


(2,790
)






(2,790
)Net Income


200,619



200



200,819Dividends On Preferred Stock


3,744







3,744Earnings Applicable to Common Stock

$
196,875


$
200


$
197,075




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