SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 19961998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from to
------------------ ---------------------------- ------------
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
- ----------- ---------------------------------- ------------------
333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2578 OHIO EDISON COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0437786
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)(An Ohio Corporation)
76 SOUTH MAIN STREET, AKRON, OHIOSouth Main Street
Akron, OH 44308
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-800-736-3402
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OFTelephone (800)736-3402
1-2323 THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Each registered on
Common Stock, $9 par valueCLEVELAND ELECTRIC ILLUMINATING 34-0150020
COMPANY
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3491 PENNSYLVANIA POWER COMPANY 25-0718810
(A Pennsylvania Corporation)
1 East Washington Street
P. O. Box 891
New York Stock Exchange
Rights to Purchase Common Stock and
Chicago Stock Exchange
Cumulative Preferred Stock, $100 par value
3.90% Series
4.40% Series All series registered on
4.44% Series New York Stock Exchange
4.56% Series and
Chicago Stock Exchange
Cumulative Preferred Stock, $25 par value Registered on
7.75% Series New York Stock Exchange
and
Chicago Stock ExchangeCastle, PA 16103
Telephone (412)652-5531
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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 10-K. X(X)
---
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(X) No ( )
--- ---
State the aggregate market value of the voting stock held
by non-
affiliatesnon-affiliates of the registrant:
$3,354,747,946$7,197,332,945 as of March 7, 1997.17, 1999. Indicate the number of shares
outstanding of each of the registrant's classes of common stock, as
of the latest practicable date:
OUTSTANDING
CLASS OUTSTANDING AT MARCH 26, 199723, 1999
----- -----------------------------
Common Stock,-----------------
FirstEnergy Corp., $.10 par value 236,008,687
Ohio Edison Company, $9 par value 152,569,437100
The Cleveland Electric Illuminating
Company, no par value 79,590,689
The Toledo Edison Company, $5 par value 39,133,887
Pennsylvania Power Company, $30 par value 6,290,000
FirstEnergy Corp. is the sole holder of Ohio Edison Company, The
Cleveland Electric Illuminating Company and The Toledo Edison
Company common stock; Ohio Edison Company is the sole holder of
Pennsylvania Power Company common stock.
Documents incorporated by reference (to the extent indicated
herein):
PART OF FORM 10-K INTO WHICH
DOCUMENT DOCUMENT IS INCORPORATEDINCORPORTED
-------- ---------------------------------------------------------
FirstEnergy Corp. Annual Report to
Stockholders for the fiscal year
ended December 31, 19961998 (Pages 12-30)16-40) Part II
Proxy Statement for 19971998 Annual
Meeting of Stockholders to be held
April 24, 199729, 1999 Part III
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Registrant Title of Each Class on Which Registered
---------- -------------------------- ----------------------
FirstEnergy Corp. Common Stock, $.10 par value New York Stock
Exchange
Ohio Edison Cumulative Preferred Stock,
Company $100 par value
3.90% Series All series
registered
4.40% Series on New York Stock
4.44% Series Exchange and
Chicago
4.56% Series Stock Exchange
Cumulative Preferred Stock, Registered on New
$25 par value York Stock
Exchange and
7.75% Series Chicago Stock
Exchange
The Cleveland Cumulative Serial Preferred
Electric Illumin- Stock, without par value:
ating Company
$7.40 Series A All series
registered
$7.56 Series B on New York Stock
Adjustable Rate, Series L Exchange
Depository Shares:
1993 Series A, each New York Stock
share representing 1/20 Exchange
of a share of Serial
Preferred Stock, $42.40
Series T (without par
value)
First Mortgage Bonds:
8-3/4% Series due 2005 New York Stock
Exchange
8-3/8% Series due 2011 New York Stock
Exchange
8-3/8% Series due 2012 New York Stock
Exchange
The Toledo Edison Cumulative Preferred Stock,
Company par value $100 per share:
4-1/4% Series All series
registered
8.32% Series on American Stock
7.76% Series Exchange
10% Series
Cumulative Preferred Stock,
par value $25 per share:
8.84% Series All series
registered
$2.365 Series on New York Stock
Adjustable Rate, Series A Exchange
Adjustable Rate, Series B
First Mortgage Bonds:
8% Series due 2003 All series
registered
on New York Stock
Exchange
Pennsylvania Cumulative Preferred Stock,
Power Company $100 par value:
4.24% Series All series
registered
4.25% Series on Philadelphia
Stock
4.64% Series Exchange, Inc.
7.64% Series
8.00% Series
This combined Form 10-K is separately filed by FirstEnergy
Corp., Ohio Edison Company, Pennsylvania Power Company, The Cleveland
Electric Illuminating Company and The Toledo Edison Company.
Information contained herein relating to any individual registrant is
filed by such registrant on its own behalf. No registrant makes any
representation as to information relating to any other registrant,
except that information relating to any of the four FirstEnergy
subsidiaries is also attributed to FirstEnergy.
FORM 10-K
TABLE OF CONTENTS
Page
----
Part I
Item 1. Business.....................................Business 1
The Company................................ 1
Merger Agreement...........................Company 1
Utility Regulation......................... 2Regulation 1
PUCO Rate Matters..........................Matters 2
PPUC Rate Matters..........................Matters 2
FERC Rate Matters..........................Matters 3
Fuel Recovery Procedures...................Procedures 3
Capital Requirements....................... 3Requirements 4
Central Area Power Coordination Group......Group 5
Nuclear Regulation......................... 5Regulation 6
Nuclear Insurance..........................Insurance 6
Environmental Matters......................Matters 7
Air Regulation...........................Regulation 7
Water Regulation.........................Regulation 8
Waste Disposal...........................Disposal 8
Summary.................................. 8Summary 9
Fuel Supply................................ 8Supply 9
System Capacity and Reserves............... 9Reserves 10
Regional Reliability.......................Reliability 10
Competition................................Competition 10
Research and Development................... 10Development 11
Executive Officers.........................Officers 11
Item 2. Properties................................... 11Properties 13
Item 3. Legal Proceedings............................ 13Proceedings 14
Item 4. Submission of Matters to a Vote of Security
Holders........................... 13Holders 14
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters............ 13Matters 14
Item 6. Selected Financial Data...................... 13Data 14
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations................................. 13Operations 14
Item 8. Financial Statements and Supplementary Data.. 13Data 15
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure................................. 13Disclosure 15
Part III
Item 10. Directors and Executive Officers of the
Registrant................................. 13Registrant 15
Item 11. Executive Compensation....................... 13Compensation 15
Item 12. Security Ownership of Certain Beneficial
Owners and Management...................... 13Management 15
Item 13. Certain Relationships and Related Transactions............................... 14Transactions 15
Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.................... 148-K 16
PART I
ITEM 1. BUSINESS
The Company
FirstEnergy Corp. (Company) was organized under the laws of
the State of Ohio in 1996 and became a holding company on November 8,
1997 in connection with the merger of Ohio Edison Company (Company)(OE) and
Centerior Energy Corporation (Centerior). The Company's principal
business is the holding, directly or indirectly, of all of the
outstanding common stock of its four principal electric utility
operating subsidiaries, OE, The Cleveland Electric Illuminating
Company (CEI), Pennsylvania Power Company (Penn) and The Toledo
Edison Company (TE). These utility subsidiaries are referred to
throughout as "Companies." The Company's consolidated revenues are
primarily derived from electric service provided by its utility
operating subsidiaries and the revenues of its other principal
subsidiaries: FirstEnergy Facilities Services Group, Inc. (FE
Facilities); FirstEnergy Trading & Power Marketing, Inc. (FETPM), and
MARBEL Energy Corporation (MARBEL). In addition, the Company holds
all of the outstanding common stock of six other direct subsidiaries:
FirstEnergy Services Corp. (FE Services), FirstEnergy Properties
Inc., FirstEnergy Ventures, Corp., FirstEnergy Nuclear Operating Co.
(FENOC), American Transmission Systems, Inc., and FirstEnergy
Securities Transfer Company.
The Companies' combined service areas encompass
approximately 13,200 square miles in central and northern Ohio and
western Pennsylvania. The areas they serve have combined populations
of approximately 5,548,000.
OE was organized under the laws of the State of Ohio in
1930 and owns property and does business as an electric public
utility in that state. The CompanyOE also has ownership interests in certain
generating facilities located in the Commonwealth of Pennsylvania. The CompanyOE
furnishes electric service to communities in a 7,500 square mile area
of central and northeastern Ohio. It also provides transmission
services and electric energy for resale to certain municipalities in
the Company'sOE's service area and transmission services to certain rural
cooperatives. The CompanyOE also engages in the sale, purchase and interchange
of electric energy with other electric companies. The area it serves
has a population of approximately 2,537,000.
The Company2,474,000.
OE owns all of the outstanding common stock of Pennsylvania Power Company (Penn Power),Penn, a
Pennsylvania corporation, which furnishes electric service to
communities in a 1,500 square mile area of western Pennsylvania. Penn
Power also provides transmission services and electric energy for resale to
certain municipalities in Pennsylvania. The area served by Penn Power has a
population of approximately 343,000.
Merger Agreement
On September 13, 1996,377,000.
CEI was organized under the laws of the State of Ohio in
1892 and does business as an electric public utility in that state.
It also has ownership interests in certain generating facilities in
Pennsylvania. CEI furnishes electric service in an area of
approximately 1,700 square miles in northeastern Ohio, including the
City of Cleveland. The area CEI serves has a population of
approximately 2,011,000.
TE was organized under the laws of the State of Ohio in
1901 and does business as an electric public utility in that state.
It also has ownership interests in certain generating facilities in
Pennsylvania. TE furnishes electric service in an area of
approximately 2,500 square miles in northwestern Ohio, including the
City of Toledo. The area TE serves has a population of approximately
686,000.
FE Facilities is the parent company of several heating,
ventilating, air conditioning and energy management companies. FETPM,
which was organized as a corporation in Delaware in 1995, markets and
trades electricity in nonregulated markets. MARBEL, which was
acquired by the Company and Centerior Energy
Corporation, an Ohio corporation, entered into an Agreement and
Plan of Merger. Under the Merger Agreement, the Company and
Centerior will form FirstEnergy Corp.,in June 1998, is a holding company which will
directly hold all of the issued and outstanding common stock of the
Company and all of the issued and outstanding common stock of
Centerior's direct subsidiaries, which include among others, The
Cleveland Electric Illuminating Company (CEI) and The Toledo Edison
Company (Toledo). Penn Power will remain a wholly owned subsidiary
of the Company. As a result of the Merger, the respective common
stock shareholders of the Company and Centerior will own all of the
outstanding shares of FirstEnergy Common Stock. All other classes
of capital stock of the Company and its subsidiaries and of the
subsidiaries of Centerior will be unaffected by the Merger and will
remain outstanding.
The Merger has been approved by the respective Boards of
Directors of the Company and Centerior and is expected to close
promptly after all of the conditions to the consummation of the
Merger, including the receipt of all necessary regulatory
approvals, are fulfilled or waived. An important condition already
- 1 -
met was the approval by the Public Utilities Commission of Ohio
(PUCO) of FirstEnergy's Rate Reduction and Economic Development
Plan for CEI and Toledo in January 1997. This regulatory plan,
which is similar to the regulatory plan approved by the PUCO for
the Company (see "Utility Regulation-PUCO Rate Matters"), provides
for a $310 million reduction in base electric rates for CEI and
Toledo in 2006. The plan also requires additional depreciation (or
revaluation) of generating assets and additional amortization of
regulatory assets of at least $2 billion more than the amounts that
would have been recognized through December 31, 2005, without the
plan, and limits annual earnings on common stock for CEI and
Toledo. Shareholder meetings to vote on the Merger are scheduled to
be held on March 27, 1997. The receipt of all necessary regulatory
approvals, including approvals from the Federal Energy Regulatory
Commission (FERC), the Securities and Exchange Commission and the
Nuclear Regulatory Commission (NRC), are expected to take
approximately twelve to eighteen months from the date of the Merger
Agreement. The Pennsylvania Public Utility Commission (PPUC)
approved the merger on February 13, 1997.fully integrated natural
gas company.
Utility Regulation
The Company and Penn Power (Companies)Companies are subject to broad regulation as to rates
and other matters by the PUCOPublic Utilities Commission of Ohio (PUCO)
and the PPUC.Pennsylvania Public Utility Commission (PPUC). With respect
to their wholesale and interstate electric operations and rates, the
Companies are subject to regulation, including regulation of their
accounting policies and practices, by the FERC.Federal Energy Regulatory
Commission (FERC). Under Ohio law, municipalities may regulate rates,
subject to appeal to the PUCO if not acceptable to the utility.
In 1986, a law was passed which extended the jurisdiction
of the PUCO to nonutility affiliates of holding companies exempt
under Section 3(a)(1) and 3(a)(2) of the Public Utility Holding
Company Act of 1935 (1935 Act) to the extent that the activities of
such affiliates affect or relate to the cost of providing electric
utility service in Ohio. The law, among other things, requires PUCO
approval of investments in, or the transfer of assets to, nonutility
affiliates. Investments in such affiliates are limited to 15% of the
aggregate capitalization of the holding company on a consolidated
basis. The Company is an exempt holding company under Section 3(a)(2)(1)
of the 1935 Act, but the law has not had any effect on its operations
as they are currently conducted.
The Energy Policy Act of 1992 (1992 Act) amended portions
of the 1935 Act, providing independent power producers and other
nonregulated generating facilities easier entry into electric
generation markets. The 1992 Act also amended portions of the Federal
Power Act, authorizing the FERC, under certain circumstances, to
mandate access to utility-owned transmission facilities. Following
the enactment of the 1992 Act, the FERC has ordered all utilities to
file open access tariffs applicable to transmission facilities,
including provisions which require - 2 -
utilities to offer comparable
services on a nondiscriminatory basis. The FirstEnergy system has
such an open access tariff in effect (see "FERC Rate Matters").
PUCO Rate Matters
The Company'sPUCO approved OE's Rate Reduction and Economic
Development Plan was
approved by the PUCO in 1995. The regulatory plan is1995 and a Rate Reduction and Economic
Development Plan for CEI and TE in January 1997. These plans are
designed to enhance and accelerate economic development within the
Company'sCompanies' Ohio service areaareas and to assure the Company'sCompanies' customers
in those service areas of long-term competitive pricing for energy
services.
The regulatory plan maintainsThese plans initially maintain current base electric rates
for the CompanyOE, CEI and TE through December 31, 2005, unless additional
revenues are needed to recover the costs of changes in environmental,
regulatory or tax laws or regulations. At the end of the plan
periods, OE base rates will be reduced by $300 million (approximately
20 percent below current levels) and CEI and TE base rates will be
reduced by a combined $310 million (approximately 15 percent below
current levels). As part of the regulatory
plan,these plans, transition rate credits were
implemented for customers, which are expected to reduce operating
revenues for OE by approximately $600 million and CEI and TE by
approximately $391 million during the regulatory plan period. The regulatory planplans also
established a revised fuel recovery rate formulaformulas which eliminated the
automatic pass-through of fuel costs to the Company'stheir retail customers (see
"Fuel Recovery Procedures").
All of the Company'sOE's regulatory assets and CEI's and TE's regulatory
assets related to their nonnuclear operations are being recovered
under provisions of the regulatory plan.these plans. In addition, the PUCO has authorized
the CompanyOE to recognize additional depreciation expensecapital recovery related to its generating
assets (which is reflected as additional depreciation expense) and
additional amortization of regulatory assets during the ten-year regulatory plan period
of at least $2 billion more than the amount that would have been
recognized if the regulatoryOE's plan were not in effect. These additional amounts
are being recovered through current rates. Among
other provisions,CEI and TE recognized fair
value purchase accounting adjustments to reduce nuclear plant by
$1.71 billion and $.84 billion, respectively, in connection with the
regulatory plan also limitsFirstEnergy merger. These fair value adjustments recognized for
financial reporting purposes will ultimately satisfy the Company's
annual earnings on common stock to a 13.21% return under a formula
adopted by the PUCO; any amounts otherwise earned in excess of the
limitation would be credited to the Company's retail customers in
a future period.
PPUC Rate Matters
Penn Power's Rate Stability and Economic Development Plan was
approved by the PPUC in the second quarter of 1996. This regulatory
plan maintains current base electric rates for Penn Power through
June 20, 2006 and revised its fuel recovery method (see "Fuel
Recovery Procedures"). All of Penn Power's regulatory assets are
being recovered under provisions of the regulatory plan. In
addition, the PPUC has authorized Penn Power to recognize
additional depreciation expense related to its generating assets
and additional amortization of regulatory assets during the ten-
year regulatory plan periodasset
reduction commitments of at least $358 million more than$1.4 billion for CEI and
$0.6 billion for TE contained in the amountsCEI and TE plan. For regulatory
purposes, CEI and TE will recognize accelerated amortization over the
plan period.
Based on the Ohio plans, at this time, OE, CEI and TE
believe they will continue to be able to bill and collect cost-based
rates (with the exception of CEI's and TE's nuclear operations);
accordingly, it is appropriate that would have been recognized ifthey continue the application of
Statement of Financial Accounting Standards (SFAS) No. 71 "Accounting
for the Effects of Certain Types of Regulation" (SFAS 71). However,
as discussed under "Competition" below, changes in the regulatory
environment are on the horizon in Ohio. The Companies believe that
changes in Ohio regulation are possible in 1999 but cannot assess
what the ultimate impact may be. CEI's and TE's plan weredoes not provide
for full recovery of their nuclear operations. As a result, in
effect. These additional amounts are being recovered through
current rates.
- 3 -October 1997 CEI and TE discontinued application of SFAS 71 for their
nuclear operations and decreased their regulatory assets of customer
receivables for future income taxes related to the nuclear assets by
$499 million and $295 million, respectively, in addition to the fair
value adjustments referred to above.
PPUC Rate Matters
In December 1996, Pennsylvania enacted "The Electricity
Generation Customer Choice and Competition Act," which will permit
residents,permitted
customers, including Penn Power'sPenn's customers, to choose their electric
generation supplier, while transmission and distribution services
will continue to be supplied by their current providers. In June
1998, the PPUC authorized a rate-restructuring plan for Penn in
accordance with this law, which superseded the regulatory plan which
had been in place for Penn since 1996 and essentially resulted in the
deregulation of Penn's generation business as of June 30, 1998. Penn
was required to remove from its balance sheet all regulatory assets
and liabilities related to its generation business and assess all
other assets for impairment. The Securities and Exchange Commission
(SEC) issued interpretive guidance regarding asset impairment
measurement which concluded that any supplemental regulated cash
flows such as a competitive transition charge (CTC) should be
excluded from the cash flows of assets in a portion of the business
not subject to regulatory accounting practices. If those assets are
impaired, a regulatory asset should be established if the costs are
recoverable through regulatory cash flows. Consistent with the SEC
guidance, Penn reduced its nuclear generating unit investments by
approximately $305 million, of which approximately $227 million was
recognized as a regulatory asset to be recovered through a CTC over a
seven-year transition period; the remaining net amount of $78 million
was written off. The charge of $51.7 million ($30.5 million after
income taxes) for discontinuing the application of SFAS 71 to Penn's
generation business was recorded as an extraordinary item on the
Company's, OE's and Penn's respective Statement of Income.
Customer choice wouldwill be phased in over threetwo years beginningwith 66%
of each customer class able to choose alternative suppliers of
generation on January 2, 1999, and all remaining customers having
choice as of January 2, 2000. Under the plan, Penn continues to
deliver power to homes and businesses through its transmission and
distribution system, which remains regulated by the PPUC. Penn is
also selling electricity and energy-related services in 1999, afterits own
territory and throughout Pennsylvania as an alternative supplier
through its nonregulated subsidiary, Penn Power Energy, Inc. Penn's
rates have been restructured to establish separate charges for
transmission and distribution; generation, which is subject to
competition; and stranded cost recovery. In the event customers
obtain power from an alternative source, the generation portion of
Penn's rates will be excluded from their bill and the customers will
receive a two-year pilot program.generation charge from the alternative supplier. The
new Pennsylvania law also
establishes procedures and standardsstranded cost recovery portion of rates provides for the recovery of
certain amounts not otherwise considered recoverable in a competitive
generation market, including regulatory assets. Penn is entitled to
recover $234 million of stranded costs over an eight to nine-year period in the form ofthrough a competitive
transition charge on customer billings,that starts in 1999 and allows utilities to seek PPUC
approval to securitize, or refinance, stranded costs which have
been determined by the PPUC to be recoverable. Penn Power believes
that this legislation will continue to provide for cost recoveryends in a manner which meets the criteria for application of Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects
of Certain Types of Regulation."2005.
FERC Rate Matters
Rates for the Companies' respective wholesale customers are regulated by the FERC.
The Company's tariff for its customers was
approved by the FERC in 1989. Penn Power has agreements to sell
power to four wholesale customers; two of the agreements expire in
March 1998, and the other two will be in effect until September
1999. A former municipal customer of Penn Power signed a contract
with another energy supplier in November 1995. Penn Power and the
former customer have reached a settlement of Penn Power's proposed
transmission rate whichFirstEnergy merger was approved by the FERC on March 13,October 29, 1997,
and the Companies have operated as a single utility system since
December 1997. An open access transmission tariff and joint dispatch
agreement for the FirstEnergy system are currently in effect, subject
to refund, pending the outcome of hearings before the FERC. A
decision is expected on this proceeding in early 1999.
In October 1998, the Company announced plans to transfer
the Companies' transmission assets into a new subsidiary, American
Transmission Systems, Inc., with the transfer expected to be
finalized in 1999. The new subsidiary represents a first step toward
the goal of establishing or becoming part of a larger independent
transmission company (TransCo). The Company believes that a TransCo
better addresses the FERC's stated transmission objectives of
providing non-discriminatory service, while providing for streamlined
and cost-efficient operation. In working toward the goal of forming a
larger regional transmission entity, the Company, American Electric
Power, Virginia Power and Consumers Energy announced in November 1998
that they would prepare a FERC filing during the first part of 1999
for such a regional transmission entity. The entity would be designed
to meet the goals of reducing transmission costs that result when
transferring power over several transmission systems, ensuring
transmission reliability and providing non-discriminatory access to
the transmission grid.
Fuel Recovery Procedures
In accordance with its regulatory plan, the Company's Electric
Fuel Component (EFC) rate hastheir respective plans, OE's, CEI's and
TE's fuel recovery rates have been frozen, until December 31, 2005, subject only to limited
periodic adjustments. The rate isrespective rates are adjusted annually
based on changes in the GDP Implicit Price Deflator, unless
significant changes in environmental, regulatory or tax laws or
regulations increase or decrease the cost of fuel. Such changes in
laws, regulations and/or taxes would require PUCO approval in order
to be reflected as an adjustment to the EFCElectric Fuel Component (EFC)
rate.
Furthermore, for the period through July 1, 1999,June 30, 2000, the OE
EFC rate will be limited to the average fuel cost rate of certain
utilities within the state. Commencing July 1, 2000, the OE EFC rate
will be limited to between 97% to 99% of the average fuel cost rate
of three of these companies. The average fuel cost rate for these
three utilities may be adjusted by the PUCO to reflect any
significant changes in the Phase II environmental compliance plans of
such companies involving capital additions or equipment utilization.
On March 1, 2000, the respective EFC rates in effect for
CEI and TE will be reduced to reflect the elimination of annual fixed
charges related to a Bruce Mansfield Plant coal supply contract (see
"Fuel Supply"), which amounts to $13.96 million for CEI and
$8.74 million for TE. The resulting reduced EFC rates would be used
as the basis for the annual GDP adjustment, but, in no event, would
either company's annual EFC rate exceed 1.465 cents per kWh during
the plan period.
Under its regulatory1996 plan, Penn Power eliminated its energy cost rate (ECR)
for the recovery of fuel and net purchased power costs as a separate
component of customer charges. Energy - 4 -
costs were rolled into Penn Power'sPenn's
base electric rates at their projected 1996-1997 level.
Capital Requirements
The Company and the Companies' total construction costs,respective capital
expenditures for the years 1998 through 2003, excluding nuclear fuel,
amounted to approximately $122 million in 1996.are shown on the following table. Such costs included expenditures
for the betterment of existing facilities and for the construction of
transmission lines, distribution lines, substations and other
additions. For the years 1997-2001, such
construction costs are estimated to be approximately $600 million,
of which approximately $135 million is applicable to 1997. See "Environmental Matters" below with regard to possible
environment-
relatedenvironment-related expenditures not included in this estimate.the forecast.
OE $150 $141 $ 715 $ 856
Penn 16 28 139 167
CEI 72 150 551 701
TE 46 58 199 257
Company 64 179 84 263
---- ---- ------ ------
Total $348 $556 $1,688 $2,244
During the 1997-20011999-2003 period, maturities of, and sinking
fund requirements for, long-term debt and preferred stock will require
expenditures byof the
Companies of over $900 million, of which
approximately $164 million is applicable to 1997. These
requirements are expected to be met with internally generated cash.
Nuclearand the Company's other subsidiaries are:
Preferred Stock and Long-Term Debt
1999-2003 Redemption Schedule
---------------------------------------
1999 2000-2003 Total
---- --------- -----
(In millions)
OE $418 $ 730 $1,148
Penn 1 68 69
CEI 178 708 886
TE 106 369 475
Other subsidiaries 9 20 29
---- ------ ------
Total $712 $1,895 $2,607
OE's and Penn's nuclear fuel purchases are financed through
OES Fuel (a wholly owned subsidiary of the Company)OE) commercial paper and
loans, both of which are supported by a $225$180.5 million long-term bank
credit agreement. InvestmentsCEI and TE severally lease their respective
portions of nuclear fuel and pay for the fuel as it is consumed. The
Companies' respective investments for additional nuclear fuel, and
nuclear fuel investment reductions as the fuel is consumed, during
the 1997-
20011999-2003 period are estimated to be approximately $194 million, of
which approximately $45 million applies to 1997. Duringrepresented in the same
periods,following table. The
table also shows the Companies' nuclear fuel investments are expected to be
reduced by approximately $185 million and $43 million,
respectively, as the nuclear fuel is consumed. Also, the Companies
have operating lease commitments, (netnet of
PNBV Capital Trust income)
of approximately $424 millioncapital trust cash receipts for the 1997-2001 period, of which
approximately $75 million relates to 1997.1999-2003 period. The Companies
recover the cost of nuclear fuel consumed and operating leases
through their electric rates.
Other Net
Nuclear Fuel 1999-2003 Forecasts Operating Lease Commitments
------------------------------------------
New Investments Fuel Burn 1999-2003 Schedule
------------------------- ---------------------- ---------------------------
1999 2000-2003 Total 1999 2000-2003 Total 1999 2000-2003 Total
---- --------- ----- ---- --------- ----- ---- --------- -----
(In millions)
OE $20 $119 $139 $29 $111 $140 $ 82 $282 $364
Penn 3 25 28 6 23 29 -- 1 1
CEI 14 116 130 32 117 149 7 33 40
TE 9 93 102 26 94 120 70 290 360
--- ---- ---- --- ---- ---- ---- ---- ----
Total $46 $353 $399 $93 $345 $438 $159 $606 $765
Short-term borrowings outstanding at December 31, 1996,1998,
consisted of $229.5$134.5 million of bank borrowings (OE-$129.5 and FE
Facilities - $5.0) and $120.0 million of OES Capital, Incorporated
commercial paper. OES Capital is a wholly owned subsidiary of the CompanyOE
whose borrowings are secured by customer accounts receivable. OES
Capital can borrow up to $120 million under a receivables financing
agreement at rates based on certain bank commercial paper. The
CompaniesCompany and its utility operating subsidiaries also had $27$147 million
(Company-$100 million and OE-$47 million) available under revolving
lines of credit as of December 31, 1996.1998. The Company plans to
transfer any of its borrowings under its $100 million line of credit
to CEI and/or TE. In addition, $16.5Penn had a $2 million wasbank facility
available through bank facilities
that provideprovides for borrowings on a short-term basis at the
banks'bank's discretion.
Based on their present plans, the Companies could provide
for their cash requirements in 19971999 from the following sources: funds
to be received from operations; available cash and temporary - 5 -
cash
investments (approximately $5 million(approximate amounts as of December 31, 1996)1998: Company's
nonutility subsidiaries-$25 million, OE-$22 million, Penn-$7 million,
CEI-$20 million and TE-$4 million); the issuance of long-term debt
(for refunding purposes) and funds available under revolving credit
arrangements.
The extent and type of future financings will depend on the
need for external funds as well as market conditions, the maintenance
of an appropriate capital structure and the ability of the Companies
to comply with coverage requirements in order to issue first mortgage
bonds and preferred stock. The Companies will continue to monitor
financial market conditions and, where appropriate, may take
advantage of economic opportunities to refund debt and preferred
stock to the extent that their financial resources permit.
The coverage requirements contained in the first mortgage
indentures under which the Companies issue first mortgage bonds
provide that, except for certain refunding purposes, the Companies
may not issue first mortgage bonds unless applicable net earnings
(before income taxes), calculated as provided in the indentures, for
any period of twelve consecutive months within the fifteen calendar
months preceding the month in which such additional bonds are issued,
are at least twice annual interest requirements on outstanding first
mortgage bonds, including those being issued. The
Companies' respective articles of incorporation prohibit the sale
of preferred stock unless applicable gross income, calculated as
provided in the articles of incorporation, is equal to at least 1-
1/2 times the aggregate of the annual interest requirements on
indebtedness and annual dividend requirements on preferred stock
outstanding immediately thereafter.
With respect to the issuance of first mortgage bonds under the
Company'sUnder OE's first
mortgage indenture, the availability of property additions is more
restrictive than the earnings test at the present time and would
limit the amount of first mortgage bonds issuable against property
additions to $397$377 million. The CompanyOE is currently able to issue $900$857 million
principal amount of first mortgage bonds against previously retired
bonds without the need to meet the above restrictions. Under Penn's
first mortgage indenture, other requirements also apply and are more
restrictive than the earnings test at the present time. Penn is
currently able to issue $255 million principal amount of first
mortgage bonds, with up to $120 million of such amount issuable
against property additions; the remainder could be issued against
previously retired bonds. Purchase accounting revaluation applied to
CEI's and TE's net assets under the merger reduced CEI's and TE's
available bondable property so that first mortgage bonds cannot
currently be issued against property additions. CEI and TE can issue
$156 million and $117 million, respectively, principal amount of
first mortgage bonds against previously retired bonds.
OE's, Penn's and TE's respective articles of incorporation
prohibit the sale of preferred stock unless applicable gross income,
calculated as provided in the articles of incorporation, is equal to
at least 1-1/2 times the aggregate of the annual interest
requirements on indebtedness and annual dividend requirements on
preferred stock outstanding immediately thereafter. Based upon
earnings for 1996, the
Company1998 and an assumed dividend rate of 8.25%, OE and Penn
would be permitted, under the earnings coverage test contained in
its charter,their respective charters, to issue at least $1.3$1.6 billion and
$175 million of preferred stock, at an assumed dividend raterespectively. Based on its 1998
earnings, TE could issue $296 million of 9%. If the Company
wereadditional preferred stock.
There are no restrictions on CEI's ability to issue additional debt at or prior to the time it issued
preferred stock, the amount of preferred stock which would be
issuable would be reduced.stock.
To the extent that coverage requirements or market
conditions restrict the Companies' abilities to issue desired amounts
of first mortgage bonds or preferred stock, the Companies may seek
other methods of financing. Such financings could include the sale of
common stock andpreferred and/or preference stock or of such other types of
securities as might be authorized by applicable regulatory
authorities which would not otherwise be sold and could result in
- 6 -
annual interest charges and/or dividend requirements in excess of
those that would otherwise be incurred.
Central Area Power Coordination Group (CAPCO)
In September 1967, the CAPCO companies, consistingwhich consists of
the Company, Penn Power, CEI,Companies and Duquesne Light Company (Duquesne) and
Toledo,, announced a
program for joint development of power generation and transmission
facilities. Included in the program are Unit 7 at the W. H. Sammis
Plant, Unit 5 at the Eastlake Plant, Units 1, 2 and 3 at the Bruce
Mansfield Plant, Units 1 and 2 at the Beaver Valley Power Station,
and the Perry Nuclear Power Plant and the Davis-Besse Nuclear Power
Station, each now in service.
The present CAPCO Basic Operating Agreement provides, among
other things, for coordinated maintenance responsibilities among the
CAPCO companies, a limited and qualified mutual backup arrangement in
the event of outage of CAPCO units and certain capacity and energy
transactions among the CAPCO companies.
The agreements among the CAPCO companies generally treat the
CompaniesOE
and Penn as a single system as between them and the other three CAPCO
companies, but, in agreements between the CAPCO companies and others,
all five companies are treated as separate entities. Subject to any
rights that might arise among the CAPCO companies as such, each
member company, severally and not jointly, is obligated to pay only
its proportionate share of the costs associated with the facilities
and the cost of required fuel. The CAPCO companies have agreed that
any modification of their arrangements or of their agreed-upon
programs requires their unanimous consent. Should any member become
unable to continue to pay its share of the costs associated with a
CAPCO facility, each of the other CAPCO companies could be adversely
affected in varying degrees because it may become necessary for the
remaining members to assume such costs for the account of the
defaulting member.
Under the agreements governing the construction and
operation of CAPCO generating units, the responsibility is assigned
to a specific CAPCO company. CEIFENOC has such responsibilities for
Perry and Davis-Besse, CEI for Eastlake Unit 5, Duquesne is
responsible for Beaver Valley Units 1 and 2.2, OE for Sammis Unit 7 and
Penn for Bruce Mansfield Units 1, 2 and 3. The Company monitorsCompanies monitor
activities in connection with these unitsBeaver Valley Units 1 and 2 but must
rely to a significant degree on the operating companyDuquesne for necessary information.
The CompanyCompanies in itstheir oversight role as a practical matter cannot be
privy to every detail; it is the operating companyDuquesne that must directly supervise
activities and then exercise its reporting responsibilities to the
co-owners. The CompanyCompanies critically reviewsreview the information given to
it by the operating company,Duquesne, but itthey cannot be absolutely certain that things
itthey would have considered significant have been reported or that
itthey always would have reached exactly the same conclusion about
matters that are reported. In addition, the time that is necessarily
part of the compiling and analyzing process creates a lag between the
occurrence of events and the time the Company becomesCompanies become aware of - 7 -
their
significance.
The Companies have similar responsibilitiesOn October 15, 1998, the Company announced that it signed
an agreement in principle with Duquesne that would result in the
transfer of 1,436 megawatts owned by Duquesne at eight CAPCO
generating units in exchange for 1,328 megawatts at three non-CAPCO
power plants owned by the Companies. A definitive agreement on the
exchange of assets, which will be structured as a tax-free
transaction to the otherextent possible, will provide the Companies with
exclusive ownership and operating control of all CAPCO companies with respectgenerating
units. Duquesne will fund decommissioning costs equal to W.H. Sammis Unit 7 and
Bruce Mansfield Units 1, 2 and 3.its
percentage interest in the three nuclear generating units to be
transferred. The asset transfer is expected to take twelve to
eighteen months to close. Under the agreement in principle, the CAPCO
arrangement discussed above will terminate upon transfer of the
assets.
Nuclear Regulation
The construction and operation of nuclear generating units
are subject to the regulatory jurisdiction of the NRCNuclear Regulatory
Commission (NRC) including the issuance by it of construction permits
and operating licenses. The NRC's procedures with respect to
application for construction permits and operating licenses afford
opportunities for interested parties to request public hearings on
health, safety, environmental and antitrust issues. In this
connection, the NRC may require substantial changes in operation or
the installation of additional equipment to meet safety or
environmental standards with resulting delay and added costs. The
possibility also exists for modification, denial or revocation of
licenses or permits. Full
powerDavis-Besse was placed in commercial operation
in 1977, and its operating licenses were issued forlicense expires in 2017. Beaver Valley
Unit 1 was placed in commercial operation in 1976, and its operating
license expires in 2016. Perry Unit 1 and Beaver Valley Unit 2 on July 1, 1976, November 13, 1986were
placed in commercial operation in 1987, and August 14, 1987,their operating licenses
expire in 2026 and 2027, respectively.
The NRC has promulgated and continues to promulgate
regulations related to the safe operation of nuclear power plants.
The Companies cannot predict what additional regulations will be
promulgated or design changes required or the effect that any such
regulations or design changes, or the consideration thereof, may have
upon the Beaver Valley, Davis-Besse and Perry plants.Perry. Although the Companies
have no reason to anticipate an accident at any nuclear plant in
which they have an interest, if such an accident did happen, it could
have a material but presentlycurrently undeterminable adverse effect on the
Company's consolidated financial position. In addition, such an
accident at any operating nuclear plant, whether or not owned by the
Companies, could result in regulations or requirements that could
affect the operation or licensing of plants that the Companies do own
with a consequent but presentlycurrently undeterminable adverse impact, and
could affect the Companies' abilities to raise funds in the capital
markets.
Nuclear Insurance
The Price-Anderson Act limits the public liability which
can be assessed with respect to a nuclear power plant to $8.92$9.7 billion
(assuming 110108 units licensed to operate) for a single nuclear
incident, which amount is covered by: (i) private insurance amounting
to $200 million; and (ii) $8.72$9.5 billion provided by an industry
retrospective rating plan required by the NRC pursuant thereto. Under
such retrospective rating plan, in the event of a nuclear incident at
any unit in the United States resulting in losses in excess of
private insurance, up to $75.5$88.1 million (but not more than $10 million
per unit per year in the event of more than one incident) must be
contributed for each nuclear unit licensed to operate in the country
by the licensees thereof to cover - 8 -
liabilities arising out of the
incident. Based on their present ownership and leasehold interests in
the Beaver Valley, StationPerry and the Perry Plant,Davis-Besse, the Companies' maximum
potential assessment under these provisions (assuming the other CAPCO companiesDuquesne were
to contribute theirits proportionate share of any assessments under the
retrospective rating plan) would be $102.8$286.3 million (OE-$94.2 million,
Penn-$20.0 million, CEI-$94.2 million and TE-$77.9 million) per
incident but not more than $13$32.5 million (OE-$10.7 million, Penn-
$2.3 million, CEI-$10.7 million and TE-$8.8 million) in any one year
for each incident.
In addition to the public liability insurance provided
pursuant to the Price-Anderson Act, the Companies have also obtained
insurance coverage in limited amounts for economic loss and property
damage arising out of nuclear incidents. The Companies are members of
Nuclear Electric Insurance Limited (NEIL) which provides coverage
(NEIL I) for the extra expense of replacement power incurred due to
prolonged accidental outages of nuclear units. Under NEIL I, the
Companies have policies, renewable yearly, corresponding to their
respective interests in the Beaver Valley, StationPerry and the Perry Plant,Davis-Besse, which
provide an aggregate indemnity of up to approximately $315$1.22 billion
(OE-$239 million, Penn-$69 million, CEI-$558 million and TE-
$354 million) for replacement power costs incurred during an outage
after an initial 21-week17-week waiting period. Members of NEIL I pay annual
premiums and are subject to assessments if losses exceed the
accumulated funds available to the insurer. The Companies' present
maximum aggregate assessment for incidents at any covered nuclear
facility occurring during a policy year would be approximately
$3.1 million.$8.4 million (OE-$1.7 million, Penn-$.5 million, CEI-$3.8 million and
TE-$2.4 million).
The Companies are insured as to their respective interests
in the Beaver Valley, StationPerry and Perry PlantDavis-Besse under property damage
insurance provided by American Nuclear Insurers, Mutual Atomic
Energy Liability Underwriters and NEIL to the operating company for each plant.
Under these arrangements, $2.75 billion of coverage for
decontamination costs, decommissioning costs, debris removal and
repair and/or replacement of property is provided for the Beaver Valley,
StationPerry and the Perry Plant.Davis-Besse. The Companies pay annual premiums for this
coverage and are liable for retrospective assessments of up to
approximately $13.4$31.5 million (OE-$10.9 million, Penn-$2.2 million,
CEI-$10.3 million and TE-$8.1 million) during a policy year.
The Companies intend to maintain insurance against nuclear
risks as described above as long as it is available. To the extent
that replacement power, property damage, decontamination,
decommissioning, repair and replacement costs and other such costs
arising from a nuclear incident at any of the Companies' plants
exceed the policy limits of the insurance in effect with respect to
that plant, to the extent a nuclear incident is determined not to be
covered by the Companies' insurance policies, or to the extent such
insurance becomes unavailable in the future, the Companies would
remain at risk for such costs.
The NRC requires nuclear power plant licensees to obtain
minimum property insurance coverage of $1.06 billion or the amount
generally available from private sources, whichever is less. The
- 9 -
proceeds of this insurance are required to be used first to ensure
that the licensed reactor is in a safe and stable condition and can
be maintained in that condition so as to prevent any significant risk
to the public health and safety. Within 30 days of stabilization, the
licensee is required to prepare and submit to the NRC a cleanup plan
for approval. The plan is required to identify all cleanup operations
necessary to decontaminate the reactor sufficiently to permit the
resumption of operations or to commence decommissioning. Any property
insurance proceeds not already expended to place the reactor in a
safe and stable condition must be used first to complete those
decontamination operations that are ordered by the NRC. The Companies
are unable to predict what effect these requirements may have on the
availability of insurance proceeds to the Companies for the
Companies' bondholders.
Environmental Matters
Various federal, state and local authorities regulate the
Companies with regard to air and water quality and other
environmental matters. The Companies have estimated capital
expenditures for environmental compliance of approximately
$14$400 million, which is included in the construction estimate given
under "Capital Requirements" for 19971999 through 2001.2003.
Air Regulation
Under the provisions of the Clean Air Act of 1970, both the
State of Ohio and the Commonwealth of Pennsylvania adopted ambient
air quality standards, and related emission limits, including limits
for sulfur dioxide (SO2) and particulates. In addition, the U.S.
Environmental Protection Agency (EPA) promulgated an SO2 regulatory
plan for Ohio which became effective for the Company'sOE's, CEI's and TE's plants
in 1977. Generating plants to be constructed in the future and some
future modifications of existing facilities will be covered not only
by the applicable state standards but also by EPA emission
performance standards for new sources. In both Ohio and Pennsylvania
the construction or modification of emission sources requires
approval from appropriate environmental authorities, and the
facilities involved may not be operated unless a permit or variance
to do so has been issued by those same authorities.
The Companies are in compliance with the current SO2 and
nitrogen oxides (NOx) reduction requirements under the Clean Air Act
Amendments of 1990. SO2 reductions through the yearin 1999 will be achieved by
burning lower-sulfur fuel, generating more electricity from lower-emittinglower-
emitting plants, and/or purchasing emission allowances. Plans for
complying with reductions required for the year 2000 and thereafter
have not been finalized. In September 1998, the EPA is conducting
additional studies which could indicate the need forfinalized
regulations requiring additional NOx reductions from the Companies'
Ohio and Pennsylvania facilities by the year
- 10 -May 2003. The costEPA's NOx Transport
Rule imposes uniform reductions of NOx emissions across a region of
twenty-two states and the District of Columbia, including Ohio and
Pennsylvania, based on a conclusion that such reductions, ifNOx emissions are
contributing significantly to ozone pollution in the eastern United
States. By September 1999, each of the twenty-two states are required
to submit revised State Implementation Plans (SIP) which comply with
individual state NOx budgets established by the EPA. These state NOx
budgets contemplate an 85% reduction in utility plant NOx emissions
from 1990 emissions. A proposed Federal Implementation Plan
accompanied the NOx Transport Rule and may be substantial.implemented by the EPA
in states which fail to revise their SIP. In a separate but related
action, eight states filed petitions with the EPA under Section 126
of the Clean Air Act seeking reductions of NOx emissions which are
alleged to contribute to ozone pollution in the eight petitioning
states. The EPA suggests that the Section 126 petitions will be
adequately addressed by the NOx Transport Program, but a September
1998 proposed rulemaking established an alternative program which
would require nearly identical 85% NOx reductions at the Companies'
Ohio and Pennsylvania plants by May 2003 in the event implementation
of the NOx Transport Rule is delayed. The Companies continue to
evaluate their compliance plans and other compliance options.options and
currently estimate the additional capital expenditures for NOx
reductions may reach $500 million.
The Companies are required to meet federally approved SO2
regulations. Violations of such regulations can result in shutdown of
the generating unit involved and/or civil or criminal penalties of up
to $25,000 for each day the unit is in violation. The EPA has an
interim enforcement policy for SO2 regulations in Ohio that allows
for compliance based on a 30-day averaging period. The EPA
has proposed regulations that could change the interim enforcement
policy, including the method of determining compliance with
emission limits. The Companies
cannot predict what action the EPA may take in the future with
respect to proposed regulations or the interim enforcement policy.
In December 1996,July 1997, EPA proposedpromulgated changes in the National
Ambient Air Quality Standard (NAAQS) for ozone and proposed a new
standardNAAQS for previously unregulated ultra-fine particulate matter. Final
regulations for both of these standards are expected later in 1997. The
cost of compliance with these regulations may be substantial and
depends on the final provisions of the proposed regulations and
the manner in which they are implemented by the states in
which the Companies operatedoperate affected facilities.
Water Regulation
Various water quality regulations, the majority of which
are the result of the federal Clean Water Act and its amendments,
apply to the Companies' plants. In addition, Ohio and Pennsylvania
have water quality standards applicable to the Companies' operations.
As provided in the Clean Water Act, authority to grant federal
National Pollutant Discharge Elimination System (NPDES) water
discharge permits can be assumed by a state. Ohio and Pennsylvania
have assumed such authority.
Waste Disposal
As a result of the Resource Conservation and Recovery Act
of 1976, as amended, and the Toxic Substances Control Act of 1976,
federal and state hazardous waste regulations have been promulgated.
These regulationsCertain fossil-fuel combustion waste products, such as coal ash, were
exempted from hazardous waste disposal requirements pending EPA's
evaluation of the need for future regulation. EPA has issued its
final regulatory determination that regulation of coal ash as a
hazardous waste is unnecessary.
CEI and TE have been named as "potentially responsible
parties" (PRPs) at waste disposal sites which may require cleanup
under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980. Federal law provides that all PRPs for a
particular site be held liable on a joint and several basis. CEI and
TE have accrued a liability totaling $5.8 million at December 31,
1998 based on estimates of the costs of cleanup and the proportionate
responsibility of other PRPs for such costs. CEI and TE believe that
waste disposal costs will not have a material adverse effect on their
financial condition, cash flows or results of operations.
In 1980, Congress passed the Low-Level Radioactive Waste
Policy Act which provides that the disposal of low-level radioactive
waste is the responsibility of the state where such waste is
generated. The Act encourages states to form compacts among
themselves to develop regional disposal facilities. Failure by a
state or compact to begin implementation of a program could result in
significantly
increased costsaccess denial to disposethe two facilities currently accepting low-level
radioactive waste. Ohio is part of the Midwest Compact and has
responsibility for siting and constructing a disposal facility. On
June 26, 1997, the Midwest Compact Commission (Compact) voted to
cease all siting activities in the host state of Ohio and to
dismantle the Ohio Low-Level Radioactive Waste Facility Development
Authority, the statutory agency charged with siting and constructing
the low-level radioactive waste materials.disposal facility. While the Compact
remains intact, it has no plans to site or construct a low-level
radioactive waste disposal facility in the Midwest. The ultimate effect
of these requirements cannot presently be determined.Companies
continue to ship low-level radioactive waste from their nuclear
facilities to the Barnwell, South Carolina waste disposal facility.
Summary
Environmental controls are still in the process of
development and require, in many instances, balancing the needs for
additional quantities of energy in future years and the need to
protect the environment. As a result, the Companies cannot now
estimate the precise effect of existing and potential regulations
- 11 - and
legislation upon any of their existing and proposed facilities and
operations or upon their ability to issue additional first mortgage
bonds under their respective mortgages. These mortgages contain
covenants by the Companies to observe and conform to all valid
governmental requirements at the time applicable unless in course of
contest, and provisions which, in effect, prevent the issuance of
additional bonds if there is a completed default under the mortgage.
The provisions of each of the mortgages, in effect, also require, in
the opinion of counsel for the respective Companies, that
certification of property additions as the basis for the issuance of
bonds or other action under the mortgages be accompanied by an
opinion of counsel that the company certifying such property
additions has all governmental permissions at the time necessary for
its then current ownership and operation of such property additions.
The Companies intend to contest any requirements they deem
unreasonable or impossible for compliance or otherwise contrary to
the public interest. Developments in these and other areas of
regulation may require the Companies to 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.
Fuel Supply
The Companies' sources of generation during 1996 were 76.7%1998 were:
Coal Nuclear
---- -------
OE 81.9% 18.1%
Penn 76.9% 23.1%
CEI 65.3% 34.7%
TE 47.9% 52.1%
The Companies have long-term coal contracts providing for
annual tons of approximately: OE - 6,008,000; Penn - 1,241,000; CEI -
4,146,000; and 23.3% nuclear. Approximately two-thirds of the Company's
annual coal purchase requirements are supplied under long-term
contracts.TE - 623,000. These contracts have minimum annual tonnage levels of
approximately 5,300,000 tons (includinginclude the Company'sCompanies'
portion of the coal purchase contract relating to the Bruce Mansfield
Plant discussed below).below. This contract coal is produced primarily from
mines located in Ohio, Pennsylvania, Kentucky, Wyoming and West
Virginia; the contracts expire at various times through February 28,December 31,
2003.
The Companies estimate their 19971999 coal requirements to be
approximately 10,300,00017,005,000 tons (including their respective shares of
the coal requirements of CAPCO's W. H.Eastlake Unit 5, Sammis Unit 7 and
the Bruce Mansfield Plant). See "Environmental Matters" for factors
pertaining to meeting environmental regulations affecting coal-
firedcoal-fired
generating units.
The Companies together with the other CAPCO companies, have each severally guaranteed (the Company's(OE's, CEI's,
TE's and Penn Power'sPenn's composite percentages being approximately 46.8%,
17.6%, 10.3% and 6.7%, respectively) certain debt and lease
obligations in connection with a coal supply contract for the Bruce
Mansfield Plant (see Note 6 of Notes"Commitments, Guarantees and Contingencies"
notes to Consolidated Financial Statements)the respective financial statements). As of December 31,
1996,1998, the Companies' shares of the guarantees were $58.3$43.2 million. The
price under the coal supply contract, which includes certain minimum
payments, has been determined to be sufficient to satisfy the debt
and lease obligations. This contract expires December 31, 1999.
- 12 -
The Companies' fuel costs (excluding disposal costs) for
each of the five years ended December 31, 1996,1998, were as follows:
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Cost of fuel consumed per
million BTUs:
Coal $1.32 $1.36 $1.36 $1.37 $1.40
Nuclear $ .52 $ .65 $ .75 $ .76 $ .83
Average fuel cost per kilowatt-hour
generated (cents) 1.16 1.22 1.26 1.31
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Cost of fuel consumed per million BTUs:
Coal: OE $1.33 $1.31 $1.33 $1.37 $1.36
Penn 1.35 1.27 1.31 1.30 1.34
CEI 1.50 1.41 1.50 1.56 1.50
TE 1.46 1.54 1.79 1.86 1.76
Nuclear: OE $ .55 $ .58 $ .66 $ .79 $ .94
Penn .54 .61 .64 .77 .88
CEI .63 .76 .84 .98 .98
TE .54 .66 .74 .91 .92
Average fuel cost per kilowatt-hour
generated (cents):
OE 1.19 1.17 1.20 1.27 1.31
Penn 1.16 1.17 1.15 1.20 1.29
CEI 1.20 1.23 1.35 1.42 1.35
TE 1.03 1.06 1.26 1.32 1.35
OES Fuel is the sole lessor for the Companies'OE's and Penn's nuclear
fuel requirements (see "Capital Requirements" and Note 4F3G of Notes to
OE's Consolidated Financial Statements). Nuclear fuel is currently
financed for CEI and TE through leases with a special-purpose
corporation.
The Companies and OES Fuel haveCompany has contracts for the supply of
uranium sufficient to meet projected needsmaterial through 2000
and conversion services sufficient to meet projected needs through 2001. The enrichment services are
contracted for the majority of the enrichment requirements for
nuclear fuel through 2005. Fabrication services for fuel assemblies
have beenare contracted
by the CAPCO companies for the next threefour reloads for Beaver Valley Unit 1,
one reloadthree reloads for Beaver Valley Unit 2 (through approximately 20002005
and 1998,2006, respectively), and the next fivefour reloads for Davis-Besse
(through approximately 2004) and through the life of the plant for
Perry (through approximately 2004)2026). The Companies have a contract with
U.S. Enrichment Corporation for the majority of their enrichment
requirements for nuclear fuel through 2014.
PriorIn addition to the expiration of existing
commitments, the Companies
intendCompany intends to make additional arrangements for
the supply of uranium and for the subsequent conversion, enrichment,
fabrication, reprocessing and/orand waste disposal services, the specific prices
and availability of which are not known at this time.services.
Due to the present lack of availability of domestic
reprocessing services, to the continuing absence of any program to
begin development of such reprocessing capability and questions as to
the economics of reprocessing, the Companies are calculating nuclear fuel costs are calculated
based on the assumption that spent fuel will not be reprocessed. On-siteOn-
site spent fuel storage facilities for the Perry Plant are expected to be adequate for
Perry through 2010; facilities at Beaver Valley Units 1 and 2 are
expected to be adequate through 20112016 and 2005,2012, respectively. After
scheduled plant modifications are completed in 2002, Davis-Besse will
have adequate storage through 2020. After on-site storage capacity is
exhausted, additional storage capacity will have to be obtained which
could result in significant additional costs unless reprocessing
services, interim off-site disposal, or permanent waste disposal
facilities become available. The Federal Nuclear Waste Policy Act of
1982 provides for the construction of facilities for the disposal of
high-level nuclear wastes, including spent fuel from nuclear power
plants operated by electric utilities; however, the selection of a
suitable site has become embroiled in the political process. Duquesne
and CEIthe Company have
each previously entered into contracts with the U.S. Department of Energy
(DOE) for the disposal of spent fuel from the Beaver Valley, Power
StationPerry and
Davis-Besse. On December 17, 1996, the Perry Plant, respectively.
- 13 -DOE notified the Companies
that it would be unable to begin acceptance of spent fuel for
disposal by January 31, 1998 as mandated by Section 302(a)(5)(B) of
the Nuclear Waste Policy Act (NPA). The permanent disposal facility
is currently projected to start receiving spent fuel in 2010. The
Companies along with over 40 other nuclear utilities and more than 50
state agencies have asked for federal court approval to stop payments
into the Nuclear Waste Fund and for an order requiring DOE to take
immediate action to accept delivery of spent nuclear fuel.
System Capacity and Reserves
The 1996respective 1998 net maximum hourly demand on each of
the Companies of
6,067,000was OE-6,130,000 kilowatts (kW) (including 450,000387,000 kW
of firm power sales which extend through 2005 as discussed under
"Competition") occurred on August 6, 1996. The seasonal capability of the
CompaniesJune 24, 1998; Penn-918,000 kW on June 22, 1998;
CEI-4,248,000 kW (including 932,00012,000 kW of net firm and capacity purchases)
on that day was 6,557,000 kW. Of that system capability, 5.9% was
available to serve additional load and term power sales to other
utilities.which
extend through 2005 as discussed under "Competition") on July 21,
1998; and TE-1,978,000 kW on July 21, 1998.
Based on existing capacity plans, the load forecast made in
October 1996December 1998 and anticipated term power sales to other utilities,
the capacity margins during the 1997-20011999-2003 period are expected to
range from about 6%10% to 10%.12% for the FirstEnergy system.
Regional Reliability
The Company participatesCompanies participate with 2624 other electric companies
operating in nine states in the East Central Area Reliability
Coordination Agreement (ECAR), which was organized for the purpose of
furthering the reliability of bulk power supply in the area through
coordination of the planning and operation by the ECAR members of
their bulk power supply facilities. The ECAR members have established
principles and procedures regarding matters affecting the reliability
of the bulk power supply within the ECAR region. Procedures have been
adopted regarding: i) the evaluation and simulated testing of
systems' performance; ii) the establishment of minimum levels of
daily operating reserves; iii) the development of a program regarding
emergency procedures during conditions of declining system frequency;
and iv) the basis for uniform rating of generating equipment.
Competition
The Companies compete with other utilities for intersystem
bulk power sales and for sales to municipalities and cooperatives.
The Companies compete with suppliers of natural gas and other forms
of energy in connection with their industrial and commercial sales
and in the home climate control market, both with respect to new
customers and conversions, and with all other suppliers of
electricity. To date, there has been no substantial cogeneration by
the Companies' customers.
Technological advances and regulatory changes are driving
forces toward increasing competition in the energy market.
The
Pennsylvania pilot program,legislation, which will allow residents to choosephases in customer choice for their
electricelectricity generation supplier to 66% of Pennsylvania's residents in
January 1999 and the remaining customers in January 2000 (see
"Utility Regulation-PPUCRegulation--PPUC Rate Matters") is one such regulatory
change. In addition, many large electricity users continue to push
for some form of retail wheeling, which would enable retail customers
to purchase electricity from producers other than the local utility.
In February 1996, the PUCO approved a change allowing large
industrial - 14 -
customers that have interruptible service contracts to buy
their power from other sources when they have been advised by their
local utility that service will be interrupted. Also, in Ohio,In early 1998, a
proposal for the General Assembly has formed a twelve member, bipartisan committee
to studyderegulation of Ohio's investor-owned electric
utility deregulation. Whileindustry was introduced, leading to the General Assemblycreation of a working
group to recommend legislation. As requested by state legislative
leadership, investor-owned utilities introduced a deregulation plan
with objectives to (1) treat all major stakeholders in Ohio's
electric system fairly; (2) protect public schools and Federal Authorities consider full retail wheeling,local
governments from revenue loss; and (3) allow utilities an opportunity
to recover costs of government-mandated investments. The utilities
have submitted proposals which incorporate these objectives and also
recognize the debate
could place downward pressurecomplexity of restructuring the industry. Currently,
the working group, comprised of legislative leaders, representatives
of the electric utility companies and other interested stakeholders
are meeting to discuss and mold these proposals. Most recently,
placeholder bills containing statements of principle (that will be
replaced by specific proposals as they are agreed upon) have been
introduced. Legislative leaders have placed a high priority on
the Companies' prices in the
future. The Companies are actively involved in these debates, but
are unable to predict the ultimate outcome.enacting a deregulation bill by mid-year 1999.
In an effort to more fully utilize their facilities and
hold down rates to their other customers, the CompaniesOE and Penn have entered
into a long-term power sales agreement with another utility.
Currently, the CompaniesOE and Penn are selling 450,000 kW annually under this
contract through December 31, 2005. The CompaniesOE and Penn have the option to
reduce this commitment by 150,000 kW, with three years' advance
notice. In addition, CEI has entered into a long-term power sales
contract with another utility and is currently selling up to
20,000 kW under this contract through December 31, 2002.
Research and Development
The Company participatesCompanies participate in funding the Electric Power
Research Institute (EPRI), which was formed for the purpose of
expanding electric research and development under the voluntary
sponsorship of the nation's electric utility industry --- public,
private and cooperative. Its goal is to mutually benefit utilities
and their customers by promoting the development of new and improved
technologies to help the utility industry meet present and future
electric energy needs in environmentally and economically acceptable
ways. EPRI conducts research on all aspects of electric power
production and use, including fuels, generating, delivery, energy
management and conservation, environmental effects and energy
analysis. The major portion of EPRI research and development projects
is directed toward practical solutions and their applications to
problems currently facing the electric utility industry. In 1996,1998,
approximately 75%72% of the Company'sCompanies' research and development
expenditures were related to EPRI.
Executive Officers
The executive officers are elected at the annual
organization meeting of the Board of Directors, held immediately
after the annual meeting of stockholders, and hold office until the
next such organization meeting, unless the Board of Directors shall
otherwise determine, or unless a resignation is submitted.
- 15 -
Position Held During
Name Age Past Five Years Dates
- ------------- --- ------------------------------- ----------
W. R. Holland 60 Chairman of the Board and Chief
Executive Officer 1996-present
President and Chief Executive
Officer 1993-1996
President and Chief Operating
Officer *-1993
H. P. Burg 50 President, Chief Operating
Officer and Chief Financial
Officer 1996-present
Senior Vice President and Chief
Financial Officer *-1996
A. J. Alexander 45 Executive Vice President and
General Counsel 1996-present
Senior Vice President and
General Counsel *-1996
R. J. McWhorter 64 Senior Vice President-Generation
and Transmission *-present
E. T. Carey 54 Vice President-Regional
Operations and Customer
Service 1995-present
Vice President-Marketing and
Customer Service Support 1994-1995
Manager, Performance
Initiatives 1993-1994
Division Manager *-1993
A. R. Garfield 58 Vice President-System
Operations *-present
J. A. Gill 59 Vice President-Administration *-present
G. L. Pipitone 46 Vice President-Generation and
Transmission 1996-present
D. L. Yeager 62 Vice President-Special Projects *-present
N. C. Ashcom 49 Secretary 1994-present
Assistant Secretary *-1994
R. H. Marsh 46 Treasurer *-present
H. L. Wagner 44 Comptroller *-present
*Indicates position held at least since January 1, 1992.
- 16
- --------------- --- ---------------------------------------------------- -----------
W. R. Holland 62 Chairman of the Board and Chief Executive Officer 1997-present
Chairman of the Board and Chief Executive Officer-OE 1996-1997
President and Chief Executive Officer-OE *-1996
H. P. Burg 52 President and Chief Operating Officer 1998-present
President and Chief Financial Officer 1997-1998
President, Chief Operating Officer and Chief Financial
Officer-OE 1996-1997
Senior Vice President and Chief Financial Officer-OE *-1996
A. J. Alexander 47 Executive Vice President and General Counsel 1997-present
Executive Vice President and General Counsel-OE 1997-1996
Senior Vice President and General Counsel-OE *-1996
E. T. Carey 56 Vice President - Distribution 1997-present
Vice President--Regional Operations and Customer
Service-OE 1995-1997
Vice President--Marketing and Customer Service
Support-OE 1994-1995
Manager, Performance Initiatives-OE *-1994
M. B. Carroll 47 Vice President - Corporate Affairs 1997-present
Manager - Sandusky Area-OE 1994-1997
Director, Communications and Mission Services
- Providence Hospital *-1994
K. W. Dindo 49 Vice President - Energy Services 1998-present
Vice President and Controller - Caliber-System Inc. 1994-1998
Partner - Ernst & Young LLP *-1994
D. S. Elliott 44 Vice President - Sales and Marketing 1997-present
Manager - FirstEnergy Services - OE 1997
Manager - Eastern Division - OE 1996-1997
Manager - Youngstown Division - OE *-1996
A. R. Garfield 60 Vice President - Business Development 1997-present
Vice President - System Operations - OE *-1997
J. A. Gill 62 Senior Vice President - Administrative Services 1998-present
Vice President - Administrative Services 1997-1998
Vice President - Administration - OE *-1997
R. H. Marsh 48 Vice President and Chief Financial Officer 1998-present
Vice President - Finance 1997-1998
Treasurer - OE *-1997
G. L. Pipitone 49 Vice President - Fossil Production 1997-present
Vice President - Generation and Transmission - OE 1996-1997
Manager - Akron Division - OE *-1996
S. F. Szwed 46 Vice President - Transmission 1997-present
Vice President - Engineering & Planning - CSC 1995-1997
Director - System Planning & Operations - CSC *-1995
N. C. Ashcom 51 Corporate Secretary 1997-present
Secretary - OE 1994-1997
Assistant Secretary - OE *-1994
T. C. Navin 41 Treasurer 1998-present
Assistant Treasurer 1998-1998
Director, Treasury Services 1998-1998
Director, Asset Strategy 1997-1998
Staff Business Analyst 1997-1997
Senior Business Analyst 1995-1997
Senior Planning Analyst *-1995
H. L. Wagner 46 Controller 1997-present
Comptroller - OE *-1997
Except for W. R. Holland, M. B. Carroll, K. W. Dindo and D. S. Elliott, the officers above hold the
same offices for FirstEnergy, OE, CEI and TE.
Except for R. Joseph Hrach, A. J. Alexander, J. A. Gill and H. L. Wagner holding the offices of
President, Vice President and General Counsel, Vice President and Comptroller, respectively, and except
for H. P. Burg, M. B. Carroll, K. W. Dindo and D. S. Elliott, the officers above hold the same offices
for Penn.
*Indicates position held at least since January 1, 1994.
At December 31, 1996,1998, the CompanyCompany's nonutility
subsidiaries and the Companies had 3,258 employees and Penn
Power had 1,015 employees for a total of 4,27311,918 employees
forconsisting of the Companies.following: Company - 1,604, OE - 1,944, CEI -
1,798, TE - 997, Penn - 888, FE Services - 375, FENOC - 1,159, FE
Facilities - 3,012 and MARBEL - 141 employees.
ITEM 2.PROPERTIES2. PROPERTIES
The Companies' respective first mortgage indentures
constitute, in the opinion of the Companies' counsel, direct first
liens on substantially all of the respective Companies' physical
property, subject only to excepted encumbrances, as defined in the
indentures. See Notes 3"Leases" and 4"Capitalization" notes to the Consolidated Financial
Statementsrespective
financial statements for information concerning leases and financing
encumbrances affecting certain of the Companies' properties.
The Companies own, individually or together with one or more
of the other CAPCO
companies as tenants in common, and/or lease, the generating units
in service as of March 1, 1997,1999, shown on the table below.
- 17 -
Net Demonstrated
Interest
-------------------------
Capacity (kW)(MW)
--------------------
Companies' OE Penn ---------------------
Companies' Ohio Edison Power
Plant-LocationCEI TE
----------- ----------- ---------------- ---------------
Unit Total Entitlement Owned Leased Owned
- ----------------------% MW % MW % MW % MW
---- ----- ----------- ----- ------ ------ -- - -- - -- - --
Plant - Location
- ----------------
Coal-Fired Units
R.E. Burger- ----------------
Ashtabula- 5,8,9 332 332 -- -- -- -- 100.00% 332 -- --
Ashtabula, OH
Avon Lake- 6,7,9 717 717 -- -- -- -- 100.00% 717 -- --
Avon Lake, OH (d)
Bay Shore- 1-4 631 631 -- -- -- -- -- -- 100.00% 631
Toledo, OH
R. E. Burger- 3-5 406,000 406,000406 406 100.00% - -406 -- -- -- -- -- --
Shadyside, OH
Eastlake-Eastlake, OH (e) 1-4 636 636 -- -- -- -- 100.00% 636 -- --
5 597 411 -- -- -- -- 68.80% 411 -- --
Lakeshore- 18 245 245 -- -- -- -- 100.00% 245 -- --
Cleveland, OH
B. Mansfield- 1 780,000 501,000780 552 60.00% -468 4.20% 33 6.50%(b) 51 -- --
Shippingport, PA (e) 2 780,000 360,000780 718 39.30% -307 6.80% 53 28.60%(b) 223 17.30%(b) 135
3 800,000 335,000800 690 35.60% -285 6.28% 50 24.47%(b) 196 19.91%(b) 159
New Castle- 3-5 333,000 333,000 - -333 333 -- -- 100.00% 333 -- -- -- --
W. Pittsburg, PA (d)
Niles-Niles, OH (d) 1-2 216,000 216,000216 216 100.00% - -216 -- -- -- -- -- --
W.H. Sammis- 1-6 1,620,000 1,620,0001,620 1,620 100.00% - -1,620 -- -- -- -- -- --
Stratton, OH (e) 7 600,000 413,000600 413 48.00% -288 20.80% 125 -- -- -- --
----- ----- --- ----- ---
Total 7,920 3,590 594 2,811 925
----- ----- --- ----- ---
Nuclear Units
- -------------
Beaver Valley- 1 810,000 425,000810 425 35.00% -283 17.50% 142 -- -- -- --
Shippingport, PA (e) 2 820,000 343,000 20.22% 21.66% -820 707 41.88%(a) 343 -- -- 24.47% 201 19.91%(c) 163
Davis-Besse- 1 883 883 -- -- -- -- 51.38% 454 48.62% 429
Oak Harbor, OH
Perry- 1,194,000 421,000 17.42%* 12.58%1 1,194 1,030 30.00%(a) 358 5.24% 63 31.11% 371 19.91% 238
N. Perry Village, OH (e) ----- --- --- ----- ---
Total 3,045 984 205 1,026 830
----- --- --- ----- ---
Oil/Gas-FiredGas-Fired/
Pumped Storage Units
Edgewater-Lorain, OH 4 100,000 100,000100 100 100.00% - -100 -- -- -- -- -- --
Seneca-Warren, PA 439 351 -- -- -- -- 80.00% 351 -- --
West Lorain-Lorain,Lorain-
Lorain, OH 1 120,000 120,000120 120 100.00% - -120 -- -- -- -- -- --
Other 164,000 164,000 84.82% - 15.18%
---------(d) 303 303 139 25 62 77
------ ------ --- ----- -----
Total 5,757,000
=========874 359 25 413 77
------ ------ --- ----- -----
Total 11,839 4,933 824 4,250 1,832
====== ====== === ===== =====
* RepresentsNotes: (a) OE's interests consist of 20.22% owned and 21.66% leased for Beaver Valley Unit 2; and 17.42% owned (representing
portion leased from a wholly owned subsidiary of OE) and 12.58% leased for Perry.
(b) CEI's and TE's Bruce Mansfield interests are leased.
(c) TE's interests consist of 1.65% owned and 18.26% leased.
(d) Companies' interests in these plants and oil/gas-fired units at those plants to be transferred to Duquesne
(see "Central Area Power Coordination Group").
(e) Duquesne's interests in these plants will be acquired by the Company.Companies (see "Central Area Power Coordination Group").
- 18 -
Prolonged outages of existing generating units might make
it necessary for the Companies, depending upon the demand for
electric service upon their system, to use to a greater extent than
otherwise, less efficient and less economic generating units, or
purchased power, and in some cases may require the reduction of load
during peak periods under the Companies' interruptible programs, all
to an extent not presently determinable.
The Companies' generating plants and load centers are
connected by a transmission system consisting of elements having
various voltage ratings ranging from 23 kilovolts (kV) to 345 kV. The
Companies' overhead and underground transmission lines aggregate
4,6078,691 miles.
The Companies' electric distribution systems include 26,46355,591
miles of overhead pole line and underground conduit carrying primary,
secondary and street lighting circuits. They own, individually or
together with one or more of the other CAPCO companies as tenants in
common, 448 substations with a total installed transformer capacity of
24,849,513 kilovolt-amperes, of
which 70 are transmission substations, including 9 located at
generating plants.49,387,086 kilovolt-amperes.
The Company'sCompanies' transmission lines also interconnect with
those of American Electric Power Company, CEI,AEP, The Dayton Power and Light Company, Duquesne,
Monongahela Power Company, and Toledo; Penn
Power's interconnect with those of Duquesne and West Penn Power Company, Detroit Edison
Company and Pennsylvania Electric Company. These interconnections
make possible utilization by the Company and Penn PowerCompanies of generating capacity
constructed as a part of the CAPCO program, as well as providing
opportunities for the sale of power to other utilities.
Substation
Distribution Transmission Transformer
Lines Lines Capacity
------------ ------------ -----------
(Miles) (kV-amperes)
OE 26,475 4,019 20,603,056
Penn 5,105 608 3,792,250
CEI 23,505 3,016 17,228,300
TE 506 1,048 7,763,480
------ ----- ----------
Total 55,591 8,691 49,387,086
MARBEL is a fully integrated natural gas company. MARBEL
owns interests in more than 1,800 gas and oil wells and holds
interests in more than 200,000 undeveloped acres in eastern and
central Ohio. MARBEL's subsidiaries include MB Operating Company,
Inc., a natural gas exploration and production company which has the
subsidiaries J. R. Nominee Corp., J. R. Nominee Corp. II and Natural
Gas Brokerage Corporation and Northeast Ohio Operating Companies,
Inc. which has the subsidiaries Gas Transport, Inc., NEO Construction
Company, Ohio Intrastate Gas Transmission Company and Northeast Ohio
Gas Marketing, Inc. FE Facilities is the parent company of ten direct
subsidiaries which are heating, ventilating, air conditioning and
energy management companies. The Facility Services companies own or
lease various offices, shops, maintenance and warehouse facilities,
equipment and vehicles.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.SUBMISSION4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.MARKET5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCK-
HOLDERSTOCKHOLDER MATTERS
The information required for this item for FirstEnergy and
OE (through November 7, 1997) is included on page 17 of FirstEnergy's
1998 Annual Report to Stockholders (Exhibit 13). The information
required for OE (subsequent to November 7, 1997), CEI, TE and Penn is
not applicable because they are wholly owned subsidiaries.
ITEM 6.SELECTED6. SELECTED FINANCIAL DATA
ITEM 7.MANAGEMENT'S7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- 19 -
ITEM 8.FINANCIAL8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by Items 56 through 8 is
incorporated herein by reference to the Price Range of Common
Stock, Classification of Holders of Common Stock as of December 31,
1996, Selected Financial Data,
Management's Discussion and Analysis of Results of Operations and
Financial Condition, and Consolidated
Financial Statements included on the pages
13 through 30shown in the Company's 1996following table in the respective company's 1998 Annual
Report to Stockholders (Exhibit 13).
Item 6 Item 7 Item 8
------ ------ ------
FirstEnergy 17 18-23 24-40
OE 1 2-6 7-25
Penn 1 2-6 7-22
CEI 1 2-7 8-27
TE 1 2-6 7-26
ITEM 9.CHANGES9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.DIRECTORS10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
FirstEnergy
-----------
The information required by Item 10, with respect to
Identification of FirstEnergy's Directors and with respect to reports
required to be filed under Section 16 of the Securities Exchange Act
of 1934, is incorporated herein by reference to the Company's 19971999
Proxy Statement filed with the Securities and Exchange Commission
(SEC) pursuant to Regulation 14A and, with respect to Identification
of Executive Officers, to "Part I, Item 1. Business-Business - Executive
Officers" herein.
OE, Penn, CEI and TE
--------------------
W. R. Holland, H. P. Burg and A. J. Alexander are the
Directors of OE, Penn, CEI, and TE. Information concerning these
individuals is shown in the "Executive Officers" section of Item 1.
ITEM 11.EXECUTIVE11. EXECUTIVE COMPENSATION
ITEM 12.SECURITY12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
ITEM 13.CERTAIN13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
FirstEnergy, OE, CEI, TE and Penn -
The information required by Items 11, 12 and 13 is
incorporated herein by reference to the Company's 19971999 Proxy
Statement filed with the SEC pursuant to Regulation 14A.
PART IV
ITEM 14.EXHIBITS,14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1. Financial Statements
Included in Part II of this report and incorporated herein
by reference to the Company's 1996respective company's 1998 Annual Report to
Stockholders (Exhibit 13 below) at the pages indicated.
- 20 -
Page No.
--------
Report of Independent Public Accountants..................... 12
Consolidated Statements of Income-Three Years Ended
December 31, 1996.......................................... 17
Consolidated Balance Sheets-December 31, 1996 and 1995....... 18
Consolidated Statements of Retained Earnings-Three
Years Ended December 31, 1996.............................. 19
Consolidated Statements of Capital Stock and Other
Paid-In Capital-
Three Years Ended December 31, 1996..................... 19
Consolidated Statements of Capitalization-December 31,
1996 and 1995.............................................. 20-21
Consolidated Statements of Cash Flows-Three Years
Ended December 31, 1996.................................... 22
Consolidated Statements of Taxes-Three Years Ended
December 31, 1996.......................................... 23
Notes to Consolidated Financial Statements................... 24-30
FE OE Penn CEI TE
-- -- ---- --- --
Report of Independent Public
Accountants. 16 25 22 27 26
Statements of Income--Three Years
Ended December 31, 1998 24 7 7 8 7
Balance Sheets--December 31, 1998
and 1997 25 8 8 9 8
Statements of Capitalization-
December 31, 1998 and 1997 26-28 9-10 9 10-11 9-10
Statements of Common Stockholders'
Equity--Three Years Ended
December 31, 1998 29 11 10 12 11
Statements of Preferred Stock-Three
Years Ended December 31, 1998 29 11 10 12 11
Statements of Cash Flows--Three
Years Ended December 31, 1998 30 12 11 13 12
Statements of Taxes--Three Years
Ended December 31, 1998 31 13 12 14 13
Notes to Financial Statements 32-40 14 13 15 14
2. Financial Statement Schedules
Included in Part IV of this report:
Page No.
--------
Report of Independent Public Accountants..................... 29
Schedule - Three Years Ended December 31, 1996:
II - Consolidated Valuation and Qualifying Accounts.... 30
FE OE Penn CEI TE
-- -- ---- --- --
Report of Independent Public
Accountants 44 45 48 46 47
Schedule - Three Years Ended
December 31, 1998:
II -- Consolidated Valuation and
Qualifying Accounts 49 50 53 51 52
Schedules other than the schedule listed above are omitted
for the reason that they are not required or are not applicable, or
the required information is shown in the financial statements or
notes thereto.
3. Exhibits - FirstEnergy
Exhibit
Number
- -------
3-1 - Articles of Incorporation constituting FirstEnergy
Corp's Articles of Incorporation, dated September 17,
1996. (September 17, 1996 Form 8-K, Exhibit C)
3-1(a) - Amended Articles of Incorporation of FirstEnergy Corp.
(Registration No. 333-21011, Exhibit (3)-1.)
3-2 - Regulations of FirstEnergy Corp. (September 17, 1996
Form 8-K, Exhibit D)
3-2(a) - FirstEnergy Corp. Amended Code of Regulations.
(Registration No. 333-21011, Exhibit (3)-2.)
4-1 - Rights Agreement (December 1, 1997 Form 8-K, Exhibit
4.1)
(A)10-1 - FirstEnergy Corp. Executive and Director Incentive
Compensation Plan.
(A)10-2 - Amended FirstEnergy Corp. Deferred Compensation Plan
for Directors, amended February 15, 1999.
(A)13 - 1998 Annual Report to Stockholders. (Only those
portions expressly incorporated by reference in this
Form 10-K are to be deemed "filed" with the SEC.)
(A)21 - List of Subsidiaries of the Registrant at December 31,
1998.
(A)23 - Consent of Independent Public Accountants.
(A)27 - Financial Data Schedule.
(A)Provided herein in electronic format as an exhibit.
3. Exhibits - Ohio Edison
2-1 - Agreement and Plan of Merger, dated as of September 13,
1996, between Ohio Edison Company (OE) and Centerior
Energy Corporation. (September 17, 1996 Form 8-K,
Exhibit 2-1.)
3-1 - Amended Articles of Incorporation, Effective June 21,
1994, constituting the Company'sOE's Articles of Incorporation.
(1994 Form 10-K, Exhibit 3-1.)
3-2 - Code of Regulations of the CompanyOE as amended April 24, 1986.
(Registration No. 33-5081, Exhibit (4)(d).)
- 21 -
Exhibit
Number
- -------
(B) 4-1 - Indenture dated as of August 1, 1930 between the
CompanyOE and
Bankers Trust Company, (now the Bank of New York), as
Trustee, as amended and supplemented by Supplemental
Indentures:
Dated as of File Reference Exhibit No.
----------- --------------------------- -----------
March 3, 1931 2-1725 B-1,B-1(a),B-1(b)
November 1, 1935 2-2721 B-4
January 1, 1937 2-3402 B-5
September 1, 1937 Form 8-A B-6
June 13, 1939 2-5462 7(a)-7
August 1, 1974 Form 8-A, August 28, 1974 2(b)
July 1, 1976 Form 8-A, July 28, 1976 2(b)
December 1, 1976 Form 8-A, December 15, 1976 2(b)
June 15, 1977 Form 8-A, June 27, 1977 2(b)
Supplemental Indentures:
September 1, 1944 2-61146 2(b)(2)
April 1, 1945 2-61146 2(b)(2)
September 1, 1948 2-61146 2(b)(2)
May 1, 1950 2-61146 2(b)(2)
January 1, 1954 2-61146 2(b)(2)
May 1, 1955 2-61146 2(b)(2)
August 1, 1956 2-61146 2(b)(2)
March 1, 1958 2-61146 2(b)(2)
April 1, 1959 2-61146 2(b)(2)
June 1, 1961 2-61146 2(b)(2)
September 1, 1969 2-34351 2(b)(2)
May 1, 1970 2-37146 2(b)(2)
September 1, 1970 2-38172 2(b)(2)
June 1, 1971 2-40379 2(b)(2)
August 1, 1972 2-44803 2(b)(2)
September 1, 1973 2-48867 2(b)(2)
May 15, 1978 2-66957 2(b)(4)
February 1, 1980 2-66957 2(b)(5)
April 15, 1980 2-66957 2(b)(6)
June 15, 1980 2-68023 (b)(4)(b)(5)
October 1, 1981 2-74059 (4)(d)
October 15, 1981 2-75917 (4)(e)
February 15, 1982 2-75917 (4)(e)
Dated as of File Reference Exhibit No.
----------- --------------------------- -----------
July 1, 1982 2-89360 (4)(d)
March 1, 1983 2-89360 (4)(e)
March 1, 1984 2-89360 (4)(f)
September 15, 1984 2-92918 (4)(d)
September 27, 1984 33-2576 (4)(d)
November 8, 1984 33-2576 (4)(d)
December 1, 1984 33-2576 (4)(d)
December 5, 1984 33-2576 (4)(e)
January 30, 1985 33-2576 (4)(e)
February 25, 1985 33-2576 (4)(e)
July 1, 1985 33-2576 (4)(e)
October 1, 1985 33-2576 (4)(e)
January 15, 1986 33-8791 (4)(d)
May 20, 1986 33-8791 (4)(d)
June 3, 1986 33-8791 (4)(e)
October 1, 1986 33-29827 (4)(d)
August 25, 1989 33-34663 (4)(d)
February 15, 1991 33-39713 (4)(d)
May 1, 1991 33-45751 (4)(d)
May 15, 1991 33-45751 (4)(d)
September 15, 1991 33-45751 (4)(d)
April 1, 1992 33-48931 (4)(d)
June 15, 1992 33-48931 (4)(d)
September 15, 1992 33-48931 (4)(e)
April 1, 1993 33-51139 (4)(d)
June 15, 1993 33-51139 (4)(d)
September 15, 1993 33-51139 (4)(d)
November 15, 1993 1-2578 (4)(2)
April 1, 1995 1-2578 (4)(2)
May 1, 1995 1-2578 (4)(2)
July 1, 1995 1-2578 (4)(2)
June 1, 1997 (A) (4)(2)
April 1, 1998 (A) (4)(2)
June 1, 1998 (A) (4)(2)
(B) 4-2 - General Mortgage Indenture and Deed of Trust dated as
of File Reference Exhibit No.
- ------------------ ------------------- -----------
March 3, 1931 2-1725 B-1,B-1(a),B-1(b)
November 1, 1935 2-2721 B-4
January 1, 1937 2-3402 B-5
September 1, 193 Form 8-A B-6
June 13, 1939 2-5462 7(a)-7
August 1, 1974 Form 8-A, August 28, 1974 2(b)
July 1, 1976 Form 8-A, July 28, 1976 2(b)
December 1, 1976 Form 8-A, December 15, 1976 2(b)
June 15, 1977 Form 8-A, June 27, 1977 2(b)
Supplemental Indentures:
Dated1998 between OE and the Bank of New
York, as of File ReferenceTrustee. (Registration No. 333-05277, Exhibit
No.4(g).)
10-1 - ------------------ ------------------- -----------
September 1, 1944 2-61146 2(b)(2)
April 1, 1945 2-61146 2(b)(2)
September 1, 1948 2-61146 2(b)(2)
May 1, 1950 2-61146 2(b)(2)
January 1, 1954 2-61146 2(b)(2)
May 1, 1955 2-61146 2(b)(2)
August 1, 1956 2-61146 2(b)(2)
March 1, 1958 2-61146 2(b)(2)
April 1, 1959 2-61146 2(b)(2)
June 1, 1961 2-61146 2(b)(2)
September 1, 1969 2-34351 2(b)(2)
May 1, 1970 2-37146 2(b)(2)
September 1, 1970 2-38172 2(b)(2)
June 1, 1971 2-40379 2(b)(2)
August 1, 1972 2-44803 2(b)(2)
September 1, 1973 2-48867 2(b)(2)
May 15, 1978 2-66957 2(b)(4)
February 1, 1980 2-66957 2(b)(5)
April 15, 1980 2-66957 2(b)(6)
June 15, 1980 2-68023 (b)(4)(b)(5)
October 1, 1981 2-74059 (4)(d)
October 15, 1981 2-75917 (4)(e)
February 15, 1982 2-75917 (4)(e)
July 1, 1982 2-89360 (4)(d)
March 1, 1983 2-89360 (4)(e)
- 22 -
Exhibit
Number
- -------
Supplemental Indentures: (Cont'd)
Dated as of File Reference Exhibit No.
- ------------------ ------------------- -----------
March 1, 1984 2-89360 (4)(f)
September 15, 1984 2-92918 (4)(d)
September 27, 1984 33-2576 (4)(d)
November 8, 1984 33-2576 (4)(d)
December 1, 1984 33-2576 (4)(d)
December 5, 1984 33-2576 (4)(e)
January 30, 1985 33-2576 (4)(e)
February 25, 1985 33-2576 (4)(e)
July 1, 1985 33-2576 (4)(e)
October 1, 1985 33-2576 (4)(e)
January 15, 1986 33-8791 (4)(d)
May 20, 1986 33-8791 (4)(d)
June 3, 1986 33-8791 (4)(e)
October 1, 1986 33-29827 (4)(d)
July 15, 1989 33-34663 (4)(d)
August 25, 1989 33-34663 (4)(d)
February 15, 1991 33-39713 (4)(d)
May 1, 1991 33-45751 (4)(d)
May 15, 1991 33-45751 (4)(d)
September 15, 1991 33-45751 (4)(d)
April 1, 1992 33-48931 (4)(d)
June 15, 1992 33-48931 (4)(d)
September 15, 1992 33-48931 (4)(e)
April 1, 1993 33-51139 (4)(d)
June 15, 1993 33-51139 (4)(d)
September 15, 1993 33-51139 (4)(d)
November 15, 1993 1-2578 (4)(2)
April 1, 1995 1-2578 (4)(2)
May 1, 1995 1-2578 (4)(2)
July 1, 1995 1-2578 (4)(2)
10-1- Administration Agreement between the CAPCO Group dated
as of September 14, 1967. (Registration No. 2-43102,
Exhibit 5(c)(2).)
10-2 - Amendment No. 1 dated January 4, 1974 to Administration
Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-68906, Exhibit
5(c)(3).)
10-3 - Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967. (Registration No.
2-43102, Exhibit 5(c)(3).)
- 23 -
Exhibit
Number
- -------
10-4 - Amendment No. 1 dated as of January 1, 1993 to
Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967. (1993 Form 10-K,
Exhibit 10-4.)
10-5 - Agreement for the Termination or Construction of
Certain Agreements effective September 1, 1980 among
the CAPCO Group. (Registration No. 2-68906, Exhibit 10-4.10-
4.)
10-6 - Amendment dated as of December 23, 1993 to Agreement
for the Termination or Construction of Certain
Agreements effective September 1, 1980 among the CAPCO
Group. (1993 Form 10-K, Exhibit 10-6.)
10-7 - CAPCO Basic Operating Agreement, as amended
September 1, 1980. (Registration No. 2-68906, Exhibit
10-5.)
10-8 - Amendment No. 1 dated August 1, 1981, and Amendment
No. 2 dated September 1, 1982 to CAPCO Basic Operating
Agreement, as amended September 1, 1980. (September 30,
1981 Form 10-Q, Exhibit 20-1 and 1982 Form 10-K,
Exhibit 19-3, respectively.)
10-9 - Amendment No. 3 dated July 1, 1984 to CAPCO Basic
Operating Agreement, as amended September 1, 1980.
(1985 Form 10-K, Exhibit 10-7.)
10-10 - Basic Operating Agreement between the CAPCO Companies
as amended October 1, 1991. (1991 Form 10-K, Exhibit
10-
8.10-8.)
10-11 - Basic Operating Agreement between the CAPCO Companies
as amended January 1, 1993. (1993 Form 10-K,
Exhibit 10-
11.10-11.)
10-12 - Memorandum of Agreement effective as of September 1,
1980 among the CAPCO Group. (1982 Form 10-K, Exhibit
19-
2.19-2.)
10-13 - Operating Agreement for Beaver Valley Power Station
Units Nos. 1 and 2 as Amended and Restated
September 15, 1987, by and between the CAPCO Companies.
(1987 Form 10-
K,10-K, Exhibit 10-15.)
10-14 - Construction Agreement with respect to Perry Plant
between the CAPCO Group dated as of July 22, 1974.
(Registration No. 2-52251 of Toledo Edison Company,
Exhibit 5(yy).)
- 24 -
Exhibit
Number
- -------
10-15 - Participation Agreement No. 1 relating to the financing
of the development of certain coal mines, dated as of
October 1, 1973, among Quarto Mining Company, the CAPCO
Group, Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in
Schedules A and B thereto, Central National Bank of
Cleveland, as Owner Trustee, National City Bank, as
Loan Trustee, and Owner Trustee, National City Bank, as
Loan Trustee, and National City Bank, as Bond Trustee.
(Registration No. 2-61146, Exhibit 5(e)(1).)
10-16 - Amendment No. 1 dated as of September 15, 1978 to
Participation Agreement No. 1 dated as of October 1,
1973 among Quarto Mining Company, the CAPCO Group,
Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in
Schedules A and B thereto, Central National Bank of
Cleveland as Owner Trustee, National City Bank as Loan
Trustee and National City Bank as Bond Trustee.
(Registration No. 2-
689062-68906 of Pennsylvania Power
Company, Exhibit 5(e)(2).)
10-17 - Participation Agreement No. 2 relating to the financing
of the development of certain coal mines, dated as of
August 1, 1974, among Quarto Mining Company, the CAPCO
Group, Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in Schedules
A and B thereto, Central National Bank of Cleveland, as
Owner Trustee, National City Bank, as Loan Trustee, and
National City Bank, as Bond Trustee. (Registration
No. 2-53059, Exhibit 5(h)(2).)
10-18 - Amendment No. 1 dated as of September 15, 1978 to
Participation Agreement No. 2 dated as of August 1,
1974 among Quarto Mining Company, the CAPCO Group,
Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in
Schedules A and B thereto, Central National Bank of
Cleveland as Owner Trustee, National City Bank as Loan
Trustee and National City Bank as Bond Trustee.
(Registration No. 2-68906 of Pennsylvania Power
Company, Exhibit 5(e)(4).)
10-19 - Participation Agreement No. 3 dated as of
September 15, 1978 among Quarto Mining Company, the
CAPCO Companies, Energy Properties, Inc., General
Electric Credit Corporation, the Loan Participants
listed in Schedules A and B thereto, Central National
Bank of Cleveland as Owner Trustee, and National City
Bank as Loan Trustee and Bond Trustee. (Registration
No. 2-68906 of Pennsylvania Power Company,
Exhibit 5(e)(5).)
- 25 -
Exhibit
Number
- -------
10-20 - Participation Agreement No. 4 dated as of October 31,
1980 among Quarto Mining Company, the CAPCO Group, the
Loan Participants listed in Schedule A thereto and
National City Bank as Bond Trustee. (Registration
No. 2- 68906 of Pennsylvania Power Company, Exhibit 10-16.10-
16.)
10-21 - Participation Agreement dated as of May 1, 1986, among
Quarto Mining Company, the CAPCO Companies, the Loan
Participants thereto, and National City Bank as Bond
Trustee. (1986 Form 10-K, Exhibit 10-22.)
10-22 - Participation Agreement No. 6 dated as of December 1,
1991 among Quarto Mining Company, The Cleveland
Electric Illuminating Company, Duquesne Light Company,
Ohio Edison Company, Pennsylvania Power Company, the
Toledo Edison Company, the Loan Participants listed in
Schedule A thereto, National City Bank, as Mortgage
Bond Trustee and National City Bank, as Refunding Bond
Trustee. (1991 Form 10-K, Exhibit 10-19.)
10-23 - Agreement entered into as of October 20, 1981 among the
CAPCO Companies regarding the use of Quarto coal at
Mansfield Units 1, 2 and 3. (1981 Form 10-K,
Exhibit 20-
1.20-1.)
10-24 - Restated Option Agreement dated as of May 1, 1983 by
and between the North American Coal Corporation and the
CAPCO Companies. (1983 Form 10-K, Exhibit 19-1.)
10-25 - Trust Indenture and Mortgage dated as of October 1,
1973 between Quarto Mining Company and National City
Bank, as Bond Trustee, together with Guaranty dated as
of October 1, 1973 with respect thereto by the CAPCO
Group. (Registration No. 2-61146, Exhibit 5(e)(5).)
10-26 - Amendment No. 1 dated August 1, 1974 to Trust Indenture
and Mortgage dated as of October 1, 1973 between Quarto
Mining Company and National City Bank, as Bond Trustee,
together with Amendment No. 1 dated August 1, 1974 to
Guaranty dated as of October 1, 1973 with respect
thereto by the CAPCO Group. (Registration No. 2-53059,
Exhibit 5(h)(2).)
10-27 - Amendment No. 2 dated as of September 15, 1978 to the
Trust Indenture and Mortgage dated as of October 1,
1973, as amended, between Quarto Mining Company and
National City Bank, as Bond Trustee, together with
Amendment No. 2 dated as of September 15, 1978 to
- 26 -
Exhibit
Number
- -------
Guaranty dated as ofOctoberof October 1, 1973 with respect to
the CAPCO Group. (Registration No. 2-68906 of
Pennsylvania Power Company, Exhibits 5(e)(11) and
5(e)(12).)
10-28 - Amendment No. 3 dated as of October 31, 1980, to Trust
Indenture and Mortgage dated as of October 1, 1973, as
amended between Quarto Mining Company and National City
Bank as Bond Trustee. (Registration No. 2-68906 of
Pennsylvania Power Company, Exhibit 10-16.)
10-29 - Amendment No. 4 dated as of July 1, 1985 to the Trust
Indenture and Mortgage dated as of October 1, 1973, as
amended between Quarto Mining Company and National City
Bank as Bond Trustee. (1985 Form 10-K, Exhibit 10-28.)
10-30 - Amendment No. 5 dated as of May 1, 1986, to the Trust
Indenture and Mortgage between Quarto and National City
Bank as Bond Trustee. (1986 Form 10-K, Exhibit 10-30.)
10-31 - Amendment No. 6 dated as of December 1, 1991, to the
Trust Indenture and Mortgage dated as of October 1,
1973, between Quarto Mining Company and National City
Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-28.)
10-32 - Trust Indenture dated as of December 1, 1991, between
Quarto Mining Company and National City Bank, as Bond
Trustee. (1991 Form 10-K, Exhibit 10-29.)
10-33 - Amendment No. 3 dated as of October 31, 1980 to the
Bond Guaranty dated as of October 1, 1973, as amended,
with respect to the CAPCO Group. (Registration No. 2-
68906 of Pennsylvania Power Company, Exhibit 10-16.)
10-34 - Amendment No. 4 dated as of July 1, 1985 to the Bond
Guaranty dated as of October 1, 1973, as amended, by
the CAPCO Companies to National City Bank as Bond
Trustee. (1985 Form 10-K, Exhibit 10-30.)
10-35 - Amendment No. 5 dated as of May 1, 1986, to the Bond
Guaranty by the CAPCO Companies to National City Bank
as Bond Trustee. (1986 Form 10-K, Exhibit 10-33.)
10-36 - Amendment No. 6A dated as of December 1, 1991, to the
Bond Guaranty dated as of October 1, 1973, by The
Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power
Company, the Toledo Edison Company to National City
Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-33.)
- 27 -
Exhibit
Number
- -------
10-37 - Amendment No. 6B dated as of December 30, 1991, to the
Bond Guaranty dated as of October 1, 1973 by The
Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power
Company, the Toledo Edison Company to National City
Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-34.)
10-38 - Bond Guaranty dated as of December 1, 1991, by The
Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power
Company, the Toledo Edison Company to National City
Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-35.)
10-39 - Open end Mortgage dated as of October 1, 1973 between
Quarto Mining Company and the CAPCO Companies and
Amendment No. 1 thereto, dated as of September 15,
1978. (Registration No. 2-68906 of Pennsylvania Power
Company, Exhibit 10-23.)
10-40 - Repayment and Security Agreement and Assignment of
Lease dated as of October 1, 1973 between Quarto Mining
Company and Ohio Edison Company as Agent for the CAPCO
Companies and Amendment No. 1 thereto, dated as of
September 15, 1978. (1980 Form 10-K, Exhibit 20-2.)
10-41 - Restructuring Agreement dated as of April 1, 1985 among
Quarto Mining Company, the Company and the other CAPCO
Companies, Energy Properties, Inc., General Electric
Credit Corporation, the Loan Participants signatories
thereto, Central National Bank of Cleveland, as Owner
Trustee and National City Bank as Loan Trustee and Bond
Trustee. (1985 Form 10-K, Exhibit 10-33.)
10-42 - Unsecured Note Guaranty dated as of July 1, 1985 by the
CAPCO Companies to General Electric Credit Corporation.
(1985 Form 10-K, Exhibit 10-34.)
10-43 - Memorandum of Understanding dated March 31, 1985 among
the CAPCO Companies. (1985 Form 10-K, Exhibit 10-35.)
(C)10-44- 10-44 - Ohio Edison System Executive Supplemental Life
Insurance Plan. (1995 Form 10-K, Exhibit 10-44.)
(C)10-45- 10-45 - Ohio Edison System Executive Incentive Compensation
Plan. (1995 Form 10-K, Exhibit 10-45.)
(C)10-46- 10-46 - Ohio Edison System Restated and Amended Executive
Deferred Compensation Plan. (1995 Form 10-K, Exhibit
10-
46.10-46.)
(C) 10-47 - 28 -
Exhibit
Number
- -------
(C)10-47- Ohio Edison System Restated and Amended Supplemental
Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-
47.)
(C)10-48- 10-48 - Severance pay agreement between Ohio Edison Company and
W. R. Holland. (1995 Form 10-K, Exhibit 10-48.)
(C)10-49- 10-49 - Severance pay agreement between Ohio Edison Company and
H. P. Burg. (1995 Form 10-K, Exhibit 10-49.)
(C)10-50- 10-50 - Severance pay agreement between Ohio Edison Company and
A. J. Alexander. (1995 Form 10-K, Exhibit 10-50.)
(C)10-51- 10-51 - Severance pay agreement between Ohio Edison Company and
J. A. Gill. (1995 Form 10-K, Exhibit 10-51.)
(D)10-52- 10-52 - Participation Agreement dated as of March 16, 1987
among Perry One Alpha Limited Partnership, as Owner
Participant, the Original Loan Participants listed in
Schedule 1 Hereto, as Original Loan Participants, PNPP
Funding Corporation, as Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1986 Form 10-K, Exhibit 28-1.)
(D)10-53- 10-53 - Amendment No. 1 dated as of September 1, 1987 to
Participation Agreement dated as of March 16, 1987
among Perry One Alpha Limited Partnership, as Owner
Participant, the Original Loan Participants listed in
Schedule 1 thereto, as Original Loan Participants, PNPP
Funding Corporation, as Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company (now The Bank of New York), as Indenture
Trustee, and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-46.)
(D)10-54- 10-54 - Amendment No. 3 dated as of May 16, 1988 to
Participation Agreement dated as of March 16, 1987, as
amended among Perry One Alpha Limited Partnership, as
Owner Participant, PNPP Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee, and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-47.)
(D)10-55- 10-55 - Amendment No. 4 dated as of November 1, 1991 to
Participation Agreement dated as of March 16, 1987
among Perry One Alpha Limited Partnership, as Owner
Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding - 29 -
Exhibit
Number
- -------
Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-47.)
(D)10-56- 10-56 - Amendment No. 5 dated as of November 24, 1992 to
Participation Agreement dated as of March 16, 1987, as
amended, among Perry One Alpha Limited Partnership, as
Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPPII Funding Corporation, as New Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company as Lessee. (1992 Form
10-K, Exhibit 10-49.)
(D)10-57- 10-57 - Amendment No. 6 dated as of January 12, 1993 to
Participation Agreement dated as of March 16, 1987
among Perry One Alpha Limited Partnership, as Owner
Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1992 Form
10-K, Exhibit 10-50.)
(D)10-58- 10-58 - Amendment No. 7 dated as of October 12, 1994 to
Participation Agreement dated as of March 16, 1987 as
amended, among Perry One Alpha Limited Partnership, as
Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1994 Form
10-K, Exhibit 10-54.)
(D)10-59- 10-59 - Facility Lease dated as of March 16, 1987 between The
First National Bank of Boston, as Owner Trustee, with
Perry One Alpha Limited Partnership, Lessor, and Ohio
Edison Company, Lessee. (1986 Form 10-K, Exhibit 28-2.)
(D)10-60- 10-60 - Amendment No. 1 dated as of September 1, 1987 to
Facility Lease dated as of March 16, 1987 between The
First National Bank of Boston, as Owner Trustee, Lessor
and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-49.)
(D)10-61- 10-61 - Amendment No. 2 dated as of November 1, 1991, to
Facility Lease dated as of March 16, 1987, between The
First National Bank of Boston, as Owner Trustee, Lessor
- 30 -
Exhibit
Number
- -------
and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-50.)
(D)10-62- 10-62 - Amendment No. 3 dated as of November 24, 1992 to
Facility Lease dated as of March 16, 1987, as amended,
between The First National Bank of Boston, as Owner
Trustee, with Perry One Alpha Limited Partnership, as
Owner Participant and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-54.)
(D)10-63- 10-63 - Amendment No. 4 dated as of January 12, 1993 to
Facility Lease dated as of March 16, 1987 as amended,
between, The First National Bank of Boston, as Owner
Trustee, with Perry One Alpha Limited Partnership, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-59.)
(D)10-64- 10-64 - Amendment No. 5 dated as of October 12, 1994 to
Facility Lease dated as of March 16, 1987 as amended,
between, The First National Bank of Boston, as Owner
Trustee, with Perry One Alpha Limited Partnership, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-60.)
(D)10-65- 10-65 - Letter Agreement dated as of March 19, 1987 between
Ohio Edison Company, Lessee, and The First National
Bank of Boston, as Owner Trustee under a Trust dated
March 16, 1987 with Chase Manhattan Realty Leasing
Corporation, required by Section 3(d) of the Facility
Lease. (1986 Form 10-K, Exhibit 28-3.)
(D)10-66- 10-66 - Ground Lease dated as of March 16, 1987 between Ohio
Edison Company, Ground Lessor, and The First National
Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with the Owner
Participant, Tenant. (1986 Form 10-K, Exhibit 28-4.)
(D)10-67- 10-67 - Trust Agreement dated as of March 16, 1987 between
Perry One Alpha Limited Partnership, as Owner
Participant, and The First National Bank of Boston.
(1986 Form 10-K, Exhibit 28-5.)
(D)10-68- 10-68 - Trust Indenture, Mortgage, Security Agreement and
Assignment of Facility Lease dated as of March 16, 1987
between The First National Bank of Boston, as Owner
Trustee under a Trust Agreement dated as of March 16,
1987 with Perry One Alpha Limited Partnership, and
Irving Trust Company, as Indenture Trustee. (1986 Form
10-K, Exhibit 28-6.)
(D) 10-69 - 31 -
Exhibit
Number
- -------
(D)10-69- Supplemental Indenture No. 1 dated as of September 1,
1987 to Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of March 16,
1987 between The First National Bank of Boston as Owner
Trustee and Irving Trust Company (now The Bank of New
York), as Indenture Trustee. (1991 Form 10-K, Exhibit
10-55.)
(D)10-70- 10-70 - Supplemental Indenture No. 2 dated as of November 1,
1991 to Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of March 16,
1987 between The First National Bank of Boston, as
Owner Trustee and The Bank of New York, as Indenture
Trustee. (1991 Form 10-K, Exhibit 10-56.)
(D)10-71- 10-71 - Tax Indemnification Agreement dated as of March 16,
1987 between Perry One, Inc. and PARock Limited
Partnership as General Partners and Ohio Edison
Company, as Lessee. (1986 Form 10-K, Exhibit 28-7.)
(D)10-72- 10-72 - Amendment No. 1 dated as of November 1, 1991 to Tax
Indemnification Agreement dated as of March 16, 1987
between Perry One, Inc. and Parock Limited Partnership
and Ohio Edison Company. (1991 Form 10-K, Exhibit 10-
58.)
(D)10-73- 10-73 - Amendment No. 2 dated as of January 12, 1993 to Tax
Indemnification Agreement dated as of March 16, 1987
between Perry One, Inc. and Parock Limited Partnership
and Ohio Edison Company. (1994 Form 10-K, Exhibit 10-
69.)
(D)10-74- 10-74 - Amendment No. 3 dated as of October 12, 1994 to Tax
Indemnification Agreement dated as of March 16, 1987
between Perry One, Inc. and Parock Limited Partnership
and Ohio Edison Company. (1994 Form 10-K, Exhibit 10-
70.)
(D)10-75- 10-75 - Partial Mortgage Release dated as of March 19, 1987
under the Indenture between Ohio Edison Company and
Bankers Trust Company, as Trustee, dated as of the 1st
day of August, 1930. (1986 Form 10-K, Exhibit 28-8.)
(D)10-76- 10-76 - Assignment, Assumption and Further Agreement dated as
of March 16, 1987 among The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Perry One Alpha Limited
Partnership, The Cleveland Electric Illuminating
- 32 -
Exhibit
Number
- -------
Company, Duquesne Light Company, Ohio Edison Company,
Pennsylvania Power Company and Toledo Edison Company.
(1986 Form 10-K, Exhibit 28-9.)
(D)10-77- 10-77 - Additional Support Agreement dated as of March 16, 1987
between The First National Bank of Boston, as Owner
Trustee under a Trust Agreement, dated as of March 16,
1987, with Perry One Alpha Limited Partnership, and
Ohio Edison Company. (1986 Form 10-K, Exhibit 28-10.)
(D)10-78- 10-78 - Bill of Sale, Instrument of Transfer and Severance
Agreement dated as of March 19, 1987 between Ohio
Edison Company, Seller, and The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Perry One Alpha Limited
Partnership. (1986 Form 10-K, Exhibit 28- 11.)
(D)10-79- 10-79 - Easement dated as of March 16, 1987 from Ohio Edison
Company, Grantor, to The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of
March 16, 1987, with Perry One Alpha Limited
Partnership, Grantee. (1986 Form 10-K, File Exhibit
28-12.)
10-80-10-80 - Participation Agreement dated as of March 16, 1987
among Security Pacific Capital Leasing Corporation, as
Owner Participant, the Original Loan Participants
listed in Schedule 1 Hereto, as Original Loan
Participants, PNPP Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1986 Form
10-K, as Exhibit 28-13.)
10-81-10-81 - Amendment No. 1 dated as of September 1, 1987 to
Participation Agreement dated as of March 16, 1987
among Security Pacific Capital Leasing Corporation, as
Owner Participant, The Original Loan Participants
Listed in Schedule 1 thereto, as Original Loan
Participants, PNPP Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-65.)
10-82-10-82 - Amendment No. 4 dated as of November 1, 1991, to
Participation Agreement dated as of March 16, 1987
among Security Pacific Capital Leasing Corporation, as
Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner - 33 -
Exhibit
Number
- -------
Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-66.)
10-83-10-83 - Amendment No. 5 dated as of November 24, 1992 to
Participation Agreement dated as of March 16, 1987 as
amended among Security Pacific Capital Leasing
Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-71.)
10-84-10-84 - Amendment No. 6 dated as of January 12, 1993 to
Participation Agreement dated as of March 16, 1987 as
amended among Security Pacific Capital Leasing
Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1994 Form 10-K, Exhibit 10-80.)
10-85-10-85 - Amendment No. 7 dated as of October 12, 1994 to
Participation Agreement dated as of March 16, 1987 as
amended among Security Pacific Capital Leasing
Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1994 Form 10-K, Exhibit 10-81.)
10-86-10-86 - Facility Lease dated as of March 16, 1987 between The
First National Bank of Boston, as Owner Trustee, with
Security Pacific Capital Leasing Corporation, Lessor,
and Ohio Edison Company, as Lessee. (1986 Form 10-K,
Exhibit 28-14.)
10-87-10-87 - Amendment No. 1 dated as of September 1, 1987 to
Facility Lease dated as of March 16, 1987 between The
First National Bank of Boston as Owner Trustee, Lessor
and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-68.)
10-88 - 34 -
Exhibit
Number
- -------
10-88- Amendment No. 2 dated as of November 1, 1991 to
Facility Lease dated as of March 16, 1987 between The
First National Bank of Boston as Owner Trustee, Lessor
and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-69.)
10-89-10-89 - Amendment No. 3 dated as of November 24, 1992 to
Facility Lease dated as of March 16, 1987, as amended,
between, The First National Bank of Boston, as Owner
Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-75.)
10-90-10-90 - Amendment No. 4 dated as of January 12, 1993 to
Facility Lease dated as of March 16, 1987 as amended
between, The First National Bank of Boston, as Owner
Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-76.)
10-91-10-91 - Amendment No. 5 dated as of October 12, 1994 to
Facility Lease dated as of March 16, 1987 as amended
between, The First National Bank of Boston, as Owner
Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-87.)
10-92-10-92 - Letter Agreement dated as of March 19, 1987 between
Ohio Edison Company, as Lessee, and The First National
Bank of Boston, as Owner Trustee under a Trust, dated
as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, required by Section 3(d) of the
Facility Lease. (1986 Form 10-K, Exhibit 28-15.)
10-93-10-93 - Ground Lease dated as of March 16, 1987 between Ohio
Edison Company, Ground Lessor, and The First National
Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Perry One
Alpha Limited Partnership, Tenant. (1986 Form 10-K,
Exhibit 28-16.)
10-94-10-94 - Trust Agreement dated as of March 16, 1987 between
Security Pacific Capital Leasing Corporation, as Owner
Participant, and The First National Bank of Boston.
(1986 Form 10-K, Exhibit 28-17.)
10-95 - 35 -
Exhibit
Number
- -------
10-95- Trust Indenture, Mortgage, Security Agreement and
Assignment of Facility Lease dated as of March 16, 1987
between The First National Bank of Boston, as Owner
Trustee under a Trust Agreement, dated as of March 16,
1987, with Security Pacific Capital Leasing
Corporation, and Irving Trust Company, as Indenture
Trustee. (1986 Form 10-K, Exhibit 28-18.)
10-96-10-96 - Supplemental Indenture No. 1 dated as of September 1,
1987 to Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of March 16,
1987 between The First National Bank of Boston, as
Owner Trustee and Irving Trust Company (now The Bank of
New York), as Indenture Trustee. (1991 Form 10-K,
Exhibit 10-74.)
10-97-10-97 - Supplemental Indenture No. 2 dated as of November 1,
1991 to Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of March 16,
1987 between The First National Bank of Boston, as
Owner Trustee and The Bank of New York, as Indenture
Trustee. (1991 Form 10-K, Exhibit 10-75.)
10-98-10-98 - Tax Indemnification Agreement dated as of March 16,
1987 between Security Pacific Capital Leasing
Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1986 Form 10-K, Exhibit 28-19.)
10-99-10-99 - Amendment No. 1 dated as of November 1, 1991 to Tax
Indemnification Agreement dated as of March 16, 1987
between Security Pacific Capital Leasing Corporation
and Ohio Edison Company. (1991 Form 10-K, Exhibit 10-77.10-
77.)
10-100- Amendment No. 2 dated as of January 12, 1993 to Tax
Indemnification Agreement dated as of March 16, 1987
between Security Pacific Capital Leasing Corporation
and Ohio Edison Company. (1994 Form 10-K, Exhibit 10-96.10-
96.)
10-101- Amendment No. 3 dated as of October 12, 1994 to Tax
Indemnification Agreement dated as of March 16, 1987
between Security Pacific Capital Leasing Corporation
and Ohio Edison Company. (1994 Form 10-K, Exhibit 10-97.10-
97.)
10-102- Assignment, Assumption and Further Agreement dated as
of March 16, 1987 among The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, The Cleveland Electric
Illuminating
- 36 -
Exhibit
Number
- ------- Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company and Toledo
Edison Company. (1986 Form 10-K, Exhibit 28-20.)
10-103- Additional Support Agreement dated as of March 16, 1987
between The First National Bank of Boston, as Owner
Trustee under a Trust Agreement, dated as of March 16,
1987, with Security Pacific Capital Leasing
Corporation, and Ohio Edison Company. (1986 Form 10-K,
Exhibit 28-
21.28-21.)
10-104- Bill of Sale, Instrument of Transfer and Severance
Agreement dated as of March 19, 1987 between Ohio
Edison Company, Seller, and The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, Buyer. (1986 Form 10-K, Exhibit
28-22.)
10-105- Easement dated as of March 16, 1987 from Ohio Edison
Company, Grantor, to The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of
March 16, 1987, with Security Pacific Capital Leasing
Corporation, Grantee. (1986 Form 10-K, Exhibit 28-23.)
10-106- Refinancing Agreement dated as of November 1, 1991
among Perry One Alpha Limited Partnership, as Owner
Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee, The Bank of New York, as Collateral Trust
Trustee, The Bank of New York, as New Collateral Trust
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-
82.10-82.)
10-107- Refinancing Agreement dated as of November 1, 1991
among Security Pacific Leasing Corporation, as Owner
Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee, The Bank of New York, as Collateral Trust
Trustee, The Bank of New York, as New Collateral Trust
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-
83.10-83.)
- 37 -
Exhibit
Number
- -------
10-108- Ohio Edison Company Master Decommissioning Trust
Agreement for Perry Nuclear Power Plant Unit One, Perry
Nuclear Power Plant Unit Two, Beaver Valley Power
Station Unit One and Beaver Valley Power Station Unit
Two dated July 1, 1993. (1993 Form 10-K, Exhibit
10-94.)
10-109- Nuclear Fuel Lease dated as of March 31, 1989, between
OES Fuel, Incorporated, as Lessor, and Ohio Edison
Company, as Lessee. (1989 Form 10-K, Exhibit 10-62.)
10-110- Receivables Purchase Agreement dated as November 28,
1989, as amended and restated as of April 23, 1993,
between OES Capital, Incorporated, Corporate Asset
Funding Company, Inc. and Citicorp North America, Inc.
(1994 Form 10-K, Exhibit 10-106.)
10-111- Guarantee Agreement entered into by Ohio Edison Company
dated as of January 17, 1991. (1990 Form 10-K, Exhibit
10-64).
10-112- Transfer and Assignment Agreement among Ohio Edison
Company and Chemical Bank, as trustee under the OE
Power Contract Trust. (1990 Form 10-K, Exhibit 10-65).
10-113- Renunciation of Payments and Assignment among Ohio
Edison Company, Monongahela Power Company, West Penn
Power Company, and the Potomac Edison Company dated as
of January 4, 1991. (1990 Form 10-K, Exhibit 10-66).
10-114- Transfer and Assignment Agreement dated May 20, 1994
among Ohio Edison Company and Chemical Bank, as trustee
under the OE Power Contract Trust. (1994 Form 10-K,
Exhibit 10-110.)
10-115- Renunciation of Payments and Assignment among Ohio
Edison Company, Monongahela Power Company, West Penn
Power Company, and the Potomac Edison Company dated as
of May 20, 1994. (1994 Form 10-K, Exhibit 10-111.)
10-11610-116- Transfer and Assignment Agreement dated October 12,
1994 among Ohio Edison Company and Chemical Bank, as
trustee under the OE Power Contract Trust. (1994 Form
10-K, Exhibit 10-112.)
10-117- Renunciation of Payments and Assignment among Ohio
Edison Company, Monongahela Power Company, West Penn
Power Company, and the Potomac Edison Company dated as
of October 12, 1994. (1994 Form 10-K, Exhibit 10-113.)
- 38 -
Exhibit
Number
- -------
(E)10-118- Participation Agreement dated as of September 15, 1987,
among Beaver Valley Two Pi Limited Partnership, as
Owner Participant, the Original Loan Participants
listed in Schedule 1 Thereto, as Original Loan
Participants, BVPS Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1987 Form
10-K, Exhibit 28-1.)
(E)10-119- Amendment No. 1 dated as of February 1, 1988, to
Participation Agreement dated as of September 15, 1987,
among Beaver Valley Two Pi Limited Partnership, as
Owner Participant, the Original Loan Participants
listed in Schedule 1 Thereto, as Original Loan
Participants, BVPS Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1987 Form
10-K, Exhibit 28-2.)
(E)10-120- Amendment No. 3 dated as of March 16, 1988 to
Participation Agreement dated as of September 15, 1987,
as amended, among eaverBeaver Valley Two Pi Limited
Partnership, as Owner Participant, BVPS Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-99.)
(E)10-121- Amendment No. 4 dated as of November 5, 1992 to
Participation Agreement dated as of September 15, 1987,
as amended, among Beaver Valley Two Pi Limited
Partnership, as Owner Participant, BVPS Funding
Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-100.)
(E)10-122- Amendment No. 5 dated as of September 30, 1994 to
Participation Agreement dated as of September 15, 1987,
as amended, among Beaver Valley Two Pi Limited
Partnership, as Owner Participant, BVPS Funding
Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1994 Form 10-K, Exhibit 10-118.)
(E)10-123- Facility Lease dated as of September 15, 1987, between
The First National Bank of Boston, as Owner Trustee,
with Beaver Valley Two Pi Limited Partnership, Lessor,
- 39 -
Exhibit
Number
- -------
and Ohio Edison Company, Lessee. (1987 Form 10-K,
Exhibit 28-3.)
(E)10-124- Amendment No. 1 dated as of February 1, 1988, to
Facility Lease dated as of September 15, 1987, between
The First National Bank of Boston, as Owner Trustee,
with Beaver Valley Two Pi Limited Partnership, Lessor,
and Ohio Edison Company, Lessee. (1987 Form 10-K,
Exhibit 28-4.)
(E)10-125- Amendment No. 2 dated as of November 5, 1992 to
Facility Lease dated as of September 15, 1987, as
amended, between The First National Bank of Boston, as
Owner Trustee, with Beaver Valley Two Pi Limited
Partnership, as Owner Participant, and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-103.)
(E)10-126- Amendment No. 3 dated as of September 30, 1994 to
Facility Lease dated as of September 15, 1987, as
amended, between The First National Bank of Boston, as
Owner Trustee, with Beaver Valley Two Pi Limited
Partnership, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-122.)
(E)10-127- Ground Lease and Easement Agreement dated as of
September 15, 1987, between Ohio Edison Company, Ground
Lessor, and The First National Bank of Boston, as Owner
Trustee under a Trust Agreement, dated as of September
15, 1987, with Beaver Valley Two Pi Limited
Partnership, Tenant. (1987 Form 10-K, Exhibit 28- 5.)
(E)10-128- Trust Agreement dated as of September 15, 1987, between
Beaver Valley Two Pi Limited Partnership, as Owner
Participant, and The First National Bank of Boston.
(1987 Form 10-K, Exhibit 28-6.)
(E)10-129- Trust Indenture, Mortgage, Security Agreement and
Assignment of Facility Lease dated as of September 15,
1987, between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement dated as of
September 15, 1987, with Beaver Valley Two Pi Limited
Partnership, and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-7.)
(E)10-130- Supplemental Indenture No. 1 dated as of February 1,
1988 to Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of
September 15, 1987 between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated
- 40 -
Exhibit
Number
- -------
as of September 15, 1987 with Beaver Valley Two Pi
Limited Partnership and Irving Trust Company, as
Indenture Trustee. (1987 Form 10-K, Exhibit 28-8.)
(E)10-131- Tax Indemnification Agreement dated as of September 15,
1987, between Beaver Valley Two Pi Inc. and PARock
Limited Partnership as General Partners and Ohio Edison
Company, as Lessee. (1987 Form 10-K, Exhibit 28-9.)
(E)10-132- Amendment No. 1 dated as of November 5, 1992 to Tax
Indemnification Agreement dated as of September 15,
1987, between Beaver Valley Two Pi Inc. and PARock
Limited Partnership as General Partners and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-128.)
(E)10-133- Amendment No. 2 dated as of September 30, 1994 to Tax
Indemnification Agreement dated as of September 15,
1987, between Beaver Valley Two Pi Inc. and PARock
Limited Partnership as General Partners and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-129.)
(E)10-134- Tax Indemnification Agreement dated as of September 15,
1987, between HG Power Plant, Inc., as Limited Partner
and Ohio Edison Company, as Lessee. (1987 Form 10-K,
Exhibit 28-10.)
(E)10-135- Amendment No. 1 dated as of November 5, 1992 to Tax
Indemnification Agreement dated as of September 15,
1987, between HG Power Plant, Inc., as Limited Partner
and Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-131.)
(E)10-136- Amendment No. 2 dated as of September 30, 1994 to Tax
Indemnification Agreement dated as of September 15,
1987, between HG Power Plant, Inc., as Limited Partner
and Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-132.)
(E)10-137- Assignment, Assumption and Further Agreement dated as
of September 15, 1987, among The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of September 15, 1987, with Beaver Valley Two Pi
Limited Partnership, The Cleveland Electric
Illuminating Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company and Toledo
Edison Company. (1987 Form 10-K, Exhibit 28-11.)
- 41 -
Exhibit
Number
- -------
(E)10-138- Additional Support Agreement dated as of September 15,
1987, between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Beaver Valley Two Pi Limited
Partnership, and Ohio Edison Company. (1987 Form 10-K,
Exhibit 28-12.)
(F)10-139- Participation Agreement dated as of September 15, 1987,
among Chrysler Consortium Corporation, as Owner
Participant, the Original Loan Participants listed in
Schedule 1 Thereto, as Original Loan Participants, BVPS
Funding Corporation, as Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1987 Form 10-K, Exhibit 28-13.)
(F)10-140- Amendment No. 1 dated as of February 1, 1988, to
Participation Agreement dated as of September 15, 1987,
among Chrysler Consortium Corporation, as Owner
Participant, the Original Loan Participants listed in
Schedule I Thereto, as Original Loan Participants, BVPS
Funding Corporation, as Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee, and Ohio Edison Company,
as Lessee. (1987 Form 10-K, Exhibit 28-14.)
(F)10-141- Amendment No. 3 dated as of March 16, 1988 to
Participation Agreement dated as of September 15, 1987,
as amended, among Chrysler Consortium Corporation, as
Owner Participant, BVPS Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee, and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-114.)
(F)10-142- Amendment No. 4 dated as of November 5, 1992 to
Participation Agreement dated as of September 15, 1987,
as amended, among Chrysler Consortium Corporation, as
Owner Participant, BVPS Funding Corporation, BVPS II
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1992 Form
10-K, Exhibit 10-115.)
(F)10-143- Amendment No. 5 dated as of January 12, 1993 to
Participation Agreement dated as of September 15, 1987,
as amended, among Chrysler Consortium Corporation, as
Owner Participant, BVPS Funding Corporation, BVPS II
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
- 42 -
Exhibit
Number
- -------
Trustee and Ohio Edison Company, as Lessee. (1994 Form
10-K, Exhibit 10-139.)
(F)10-144- Amendment No. 6 dated as of September 30, 1994 to
Participation Agreement dated as of September 15, 1987,
as amended, among Chrysler Consortium Corporation, as
Owner Participant, BVPS Funding Corporation, BVPS II
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1994 Form
10-K, Exhibit 10-140.)
(F)10-145- Facility Lease dated as of September 15, 1987, between
The First National Bank of Boston, as Owner Trustee,
with Chrysler Consortium Corporation, Lessor, and Ohio
Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-
15.)
(F)10-146- Amendment No. 1 dated as of February 1, 1988, to
Facility Lease dated as of September 15, 1987, between
The First National Bank of Boston, as Owner Trustee,
with Chrysler Consortium Corporation, Lessor, and Ohio
Edison Company, Lessee. (1987 Form 10-K, Exhibit 28-16.28-
16.)
(F)10-147- Amendment No. 2 dated as of November 5, 1992 to
Facility Lease dated as of September 15, 1987, as
amended, between The First National Bank of Boston, as
Owner Trustee, with Chrysler Consortium Corporation, as
Owner Participant and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 118.)
(F)10-148- Amendment No. 3 dated as of January 12, 1993 to
Facility Lease dated as of September 15, 1987, as
amended, between The First National Bank of Boston, as
Owner Trustee, with Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-119.)
(F)10-149- Amendment No. 4 dated as of September 30, 1994 to
Facility Lease dated as of September 15, 1987, as
amended, between The First National Bank of Boston, as
Owner Trustee, with Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-145.)
(F)10-150- Ground Lease and Easement Agreement dated as of
September 15, 1987, between Ohio Edison Company, Ground
Lessor, and The First National Bank of Boston, as Owner
Trustee under a Trust Agreement, dated as of September
- 43 -
Exhibit
Number
- -------
15, 1987, with Chrysler Consortium Corporation, Tenant.
(1987 Form 10-K, Exhibit 28-17.)
(F)10-151- Trust Agreement dated as of September 15, 1987, between
Chrysler Consortium Corporation, as Owner Participant,
and The First National Bank of Boston. (1987 Form 10-K,
Exhibit 28-18.)
(F)10-152- Trust Indenture, Mortgage, Security Agreement and
Assignment of Facility Lease dated as of September 15,
1987, between the First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Chrysler Consortium
Corporation and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-19.)
(F)10-153- Supplemental Indenture No. 1 dated as of February 1,
1988 to Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of
September 15, 1987 between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987 with Chrysler Consortium
Corporation and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-20.)
(F)10-154- Tax Indemnification Agreement dated as of September 15,
1987, between Chrysler Consortium Corporation, as Owner
Participant, and Ohio Edison Company, as Lessee. (1987
Form 10-K, Exhibit 28-21.)
(F)10-155- Amendment No. 1 dated as of November 5, 1992 to Tax
Indemnification Agreement dated as of September 15,
1987, between Chrysler Consortium Corporation, as Owner
Participant, and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-151.)
(F)10-156- Amendment No. 2 dated as of January 12, 1993 to Tax
Indemnification Agreement dated as of September 15,
1987, between Chrysler Consortium Corporation, as Owner
Participant, and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-152.)
(F)10-157- Amendment No. 3 dated as of September 30, 1994 to Tax
Indemnification Agreement dated as of September 15,
1987, between Chrysler Consortium Corporation, as Owner
Participant, and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-153.)
- 44 -
Exhibit
Number
- -------
(F)10-158- Assignment, Assumption and Further Agreement dated as
of September 15, 1987, among The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of September 15, 1987, with Chrysler Consortium
Corporation, The Cleveland Electric Illuminating
Company, Duquesne Light Company, Ohio Edison Company,
Pennsylvania Power Company, and Toledo Edison Company.
(1987 Form 10-K, Exhibit 28-22.)
(F)10-159- Additional Support Agreement dated as of September 15,
1987, between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Chrysler Consortium
Corporation, and Ohio Edison Company. (1987 Form 10-K,
Exhibit 28-23.)
10-160- Operating Agreement dated March 10, 1987 with respect
to Perry Unit No. 1 between the CAPCO Companies. (1987
Form 10-K, Exhibit 28-24.)
10-161- Operating Agreement for Bruce Mansfield Units Nos. 1, 2
and 3 dated as of June 1, 1976, and executed on
September 15, 1987, by and between the CAPCO Companies.
(1987 Form 10-K, Exhibit 28-25.)
10-162- Operating Agreement for W. H. Sammis Unit No. 7 dated
as of September 1, 1971 by and between the CAPCO
Companies. (1987 Form 10-K, Exhibit 28-26.)
10-163- OE-APS Power Interchange Agreement dated March 18,
1987, by and among Ohio Edison Company and Pennsylvania
Power Company, and Monongahela Power Company and West
Penn Power Company and The Potomac Edison Company.
(1987 Form 10-K, Exhibit 28-27.)
10-164- OE-PEPCO Power Supply Agreement dated March 18, 1987,
by and among Ohio Edison Company and Pennsylvania Power
Company and Potomac Electric Power Company. (1987
Form 10-K, Exhibit 28-28.)
10-165- Supplement No. 1 dated as of April 28, 1987, to the OE-
PEPCO Power Supply Agreement dated March 18, 1987, by
and among Ohio Edison Company, Pennsylvania Power
Company, and Potomac Electric Power Company. (1987 Form
10-K, Exhibit 28-29.)
10-166- APS-PEPCO Power Resale Agreement dated March 18, 1987,
by and among Monongahela Power Company, West Penn Power
Company, and The Potomac Edison Company and Potomac
Electric Power Company. (1987 Form 10-K, Exhibit 28-30.28-
30.)
(A) 12.1 - 45 -
Exhibit
Number
- -------
(A)12- Consolidated fixed charge ratios.
(A)13- 1996 13.1 - 1998 Annual Report to Stockholders. (Only those
portions expressly incorporated by reference in this
Form 10-K are to be deemed "filed" with the SEC.)
(A)21- 21.1 - List of Subsidiaries of the Registrant at December 31,
1996.1998.
(A)23- 23.1 - Consent of Independent Public Accountants.
(A)27- 27.1 - Financial Data Schedule.
(A) Provided herein in electronic format as an exhibit.
(B) Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation
S-K, the CompanyOE has not filed as an exhibit to this Form 10-K any
instrument with respect to long-
termlong-term debt if the total amount of
securities authorized thereunder does not exceed 10% of the
total assets of the CompanyOE and its subsidiaries on a consolidated basis,
but hereby agrees to furnish to the SEC on request any such
instruments.
(C) Management contract or compensatory plan contract or arrangement
filed pursuant to Item 601 of Regulation S-
K.S-K.
(D) Substantially similar documents have been entered into relating
to three additional Owner Participants.
(E) Substantially similar documents have been entered into relating
to five additional Owner Participants.
(F) Substantially similar documents have been entered into relating
to two additional Owner Participants.
Note: Reports of the CompanyOE on Forms 10-Q and 10-K are on file with the
SEC under number 1-2578.
Pursuant to Rule 14a - 3 (10) of the Securities Exchange Act of
1934, the Company will furnish any exhibit in this Report upon
the payment of the Company's expenses in furnishing such
exhibit.
3. Exhibits - 46Penn
3-1 - Agreement of Merger and Consolidation dated April 1,
1929, among Pennsylvania Power Company (Penn), Harmony
Electric Company and Peoples Power Company (consummated
May 31, 1930), copies of Letters Patent issued thereon,
together with the Election Return and Treasurer's
Return, relative to decrease of capital stock; Election
Return authorizing change of capital stock and increase
of indebtedness; Election Return authorizing change of
capital stock; Election Return authorizing increase of
capital stock; Election Return establishing 4.24%
Preferred Stock; Certificate with respect to the
establishment of the 4.64% Preferred Stock; Election
Returns and Certificates of Actual Sale in connection
with the purchase by Penn Power of all the property of
Pine-Mercer Electric Company, Industry Borough Electric
Company, Ohio Township Electric Company, and
Shippingport Borough Electric Company; Certificate of
Change of Location of Penn Power's principal office;
Certificate of Consent authorizing increase in
authorized Common Stock; Certificate of Consent with
respect to the removal of limitations on the authorized
amount of indebtedness of Penn Power; Election Returns
and Certificates of Actual Sale in connection with the
purchase by Penn Power of all the property of Borolak
Public Service Company, Eastfax Public Service Company,
Norango Public Service Company, Sadwick Public Service
Company, Sosango Public Service Company, Surrick Public
Service Company, Wesango Public Service Company, and
Westfax Public Service Company; Certificate of Change
of Location of Penn Power's principal office; Amendment
to the Charter extending the territory in which Penn
Power may operate in the Borough of Shippingport,
Beaver County, Pennsylvania; Certificate of Consent
authorizing increase in authorized Common Stock;
Certificate with respect to the establishment of the 8%
Preferred Stock; Certificate accepting Business
Corporation Law of Pennsylvania for government and
regulation of affairs of Penn Power; Articles of
Amendment incorporating certain protective provisions
relating to Preferred Stock, increasing amount of
authorized Preferred Stock and authorizing future
increases in amounts of authorized Preferred Stock
without a vote of the holders of Preferred Stock;
Articles of Amendment increasing the authorized number
of shares of Common Stock; Statement Affecting Class or
Series of Shares with respect to the establishment of
the 7.64% Preferred Stock; Articles of Amendment
increasing the authorized number of shares of Common
Stock; Articles of Amendment increasing the number of
authorized shares of Preferred Stock; Statement
Affecting Class or Series of Shares with respect to the
establishment of the 8.48% Preferred Stock; Articles of
Amendment authorizing sinking fund requirements for
Preferred Stock; Statement Affecting Class or Series of
Shares with respect to the establishment of the 11%
Preferred Stock; Articles of Amendment increasing the
authorized number of shares of Common Stock; Statement
Affecting Class or Series of Shares with respect to the
establishment of the 9.16% Preferred Stock; Articles of
Amendment increasing authorized number of shares of
Common Stock; Articles of Amendment increasing
authorized number of shares of Preferred Stock;
Statement Affecting Class or Series of Shares with
respect to the establishment of the 8.24% Preferred
Stock; Statement Affecting Class or Series of Shares
with respect to the establishment of the 10.50%
Preferred Stock; Articles of Amendment increasing
authorized number of shares of Common Stock; Articles
of Amendment increasing authorized number of shares of
Preferred Stock; Statement Affecting Class or Series of
Shares with respect to the establishment of the 15.00%
Preferred Stock; Statement Affecting Class or Series of
Shares with respect to the establishment of the 11.50%
Preferred Stock; Articles of Amendment increasing
authorized number of shares of Preferred Stock;
Statement Affecting Class or Series of Shares with
respect to the establishment of the 13.00% Preferred
Stock; Statement Affecting Class or Series of Shares
with respect to the establishment of the 11.50%
Preferred Stock, Series B; Articles of Amendment
effective April 2, 1987, adding a standard of care for,
and limiting the personal liability of, officers and
directors; Articles of Amendment effective April 1,
1992, setting forth corporate purposes of the Company;
Statement With Respect to Shares with respect to the
establishment of the 7.625% Preferred Stock and
Statement with Respect to Shares with respect to the
establishment of the 7.75% Preferred Stock.(Physically
filed and designated respectively, as follows: in Form
A-2, Registration No. 2-3889, as Exhibit A-1; in Form
1-MD for 1938, File No.2-3889, as Exhibit (a)-1; in
Form 1-MD for 1945, File No. 2-3889, as Exhibit A; in
Form U-1, File No. 70-2310, as Exhibit A-3 (d); in Form
8-K for March 1951, File No. 1-3491, as Exhibit B; in
Form 8-K for June 1958, File No. 1-3491B, as Exhibit 1;
in Form 10-K for 1959 as Exhibits 1, 2, 3 and 4; in
Form 8-K for March 1960, File No. 1-3491B as Exhibit A;
in Form U-1, File No. 70-3971, as Exhibit A-2; in
Form U-1, File No. 70-4055, as Exhibit A-2; as Exhibits
1 through 8 in Form 8-K for January 1962, File No. 1-
3491; as Exhibit A in Form 8-K for August 1963, File
No. 1-3491; as Exhibits A and B in Form 8-K for
September 1969, File No. 1-3491; as Exhibit B in Form
8-K for April 1971, File No. 1-3491; as Exhibit B in
Form 8-K for September 1971, File No. 1-3491; in Form
Form 8-K for September 1972, File No. 1-3491; as
Exhibit A in Form 8-K for December 1972, File No. 1-
3491; as Exhibit A in Form 8-K for March 1973, File No.
1-3491; as Exhibit A in Form 8-K for December 1973,
File No. 1-3491; as Exhibits A and C in Form 8-K for
February 1974, File No. 1-3491; as Exhibits A and B in
Form 8-K for January 1975, File No. 1-3491; as Exhibit
F in Form 8-K for May 1975, File No. 1-3491; as Exhibit
A in Form 8-K for April 1976, File No. 1-3491; as
Exhibit G in Form 10-Q for quarter ended June 30, 1977,
File No. 1-3491; as Exhibit C in Form 10-K for 1977,
File No. 1-3491; as Exhibit A in Form 10-K for 1977,
File No. 1-3491; as Exhibit D in Form 10-Q for quarter
ended June 30, 1980, File No. 1-3491; as Exhibit (4) in
Form 10-Q for quarter ended June 30, 1981, File No. 1-
3491; as Exhibit 4 in Form 10-Q for quarter ended
June 30, 1982, File No. 1-3491; as Exhibit 4 in Form
10-Q for quarter ended September 30, 1982, File No. 1-
3491; as Exhibit 4 in Form 10-Q for quarter ended
September 30, 1983, File No. 1-3491; as Exhibit 4 in
Form 10-Q for quarter ended March 31, 1984, File No. 1-
3491; as Exhibit 4 in Form 10-Q for quarter ended
June 30, 1984, File No. 1-3491; as Exhibit 4 in Form
10-Q for quarter ended September 30, 1985, File No. 1-
3491; as Exhibit 3-2 in Form 10-K for 1987 File No. 1-
3491; as Exhibit 3-2 in Form 10-K for 1992 File
No. 1-3491; as Exhibit 19-2 in Form 10-K for 1992 File
No. 1-3491; and as Exhibit 3-2 in Form 10-K for 1993
File No. 1-3491.)
3-2 - By-Laws of Penn as amended March 25, 1992. (1992
Form 10-K, Exhibit 3-3, File No. 1-3491.)
4-1* - Indenture dated as of November 1, 1945, between Penn
and The First National Bank of the City of New York
(now Citibank, N.A.), as Trustee, as supplemented and
amended by Supplemental Indentures dated as of May 1,
1948, March 1, 1950, February 1, 1952, October 1, 1957,
September 1, 1962, June 1, 1963, June 1, 1969, May 1,
1970, April 1, 1971, October 1, 1971, May 1, 1972,
December 1, 1974, October 1, 1975, September 1, 1976,
April 15, 1978, June 28, 1979, January 1, 1980, June 1,
1981, January 14, 1982, August 1, 1982, December 15,
1982, December 1, 1983, September 6, 1984, December 1,
1984, May 30, 1985, October 29, 1985, August 1, 1987,
May 1, 1988, November 1, 1989, December 1, 1990,
September 1, 1991, May 1, 1992, July 15, 1992,
August 1, 1992, and May 1, 1993, July 1, 1993, August
31, 1993, September 1, 1993, September 15, 1993,
October 1, 1993, November 1, 1993 and August 1, 1994.
(Physically filed and designated as Exhibits 2(b) (1)-1
through 2(b) (l)-15 in Registration Statement File No.
2-60837; as Exhibits 2(b) (2), 2(b) (3), and 2 (b) (4
in Registration Statement File No. 2-68906; as Exhibit
4-2 in Form 10-K for 1981 File No. 1-3491; as Exhibit
19-1 in Form 10-K for 1982 File No. 1-3491; as Exhibit
19-1 in Form 10-K for 1983 File No. 1-3491; as Exhibit
19-1 in Form 10-K for 1984 File No. 1-3491; as Exhibit
19-1 in Form 10-K for 1985 File No. 1-3491; as Exhibit
19-1 in Form 10-K for 1987 File No. 1-3491; as Exhibit
19-1 in Form 10-K for 1988 File No. 1-3491; as Exhibit
19 in Form 10-K for 1989 File No. 1-3491; as Exhibit 19
in Form 10-K for 1990 File No. 1-3491; as Exhibit 19 in
Form 10-K for 1991 File No. 1-3491; as Exhibit 19-1 in
Form 10-K for 1992 File No. 1-3491; as Exhibit 4-2 in
Form 10-K for 1993 File No. 1-3491; and as Exhibit 4-2
in Form 10-K for 1994 File No. 1-3491.)
4-2 - Supplemental Indenture dated as of September 1, 1995,
between Penn and Citibank, N.A., as Trustee. (1995 Form
10-K, Exhibit 4-2.)
4-3 - Supplemental Indenture dated as of June 1, 1997,
between Penn and Citibank, N.A., as Trustee. (1997 Form
10-K, Exhibit 4-3.)
- ----------------
* Pursuant to paragraph (b) (4) (iii) (A) of Item 601 of Regulation
S-K, Penn has not filed as an exhibit to this Form 10-K any
instrument with respect to long-term debt if the total amount of
securities authorized thereunder does not exceed 10% of the total
assets of Penn, but hereby agrees to furnish to the Commission on
request any such instruments.
(A) 4-4 - Supplemental Indenture dated as of June 1, 1998,
between Penn and Citibank, N.A., as Trustee.
10-1 - Administration Agreement between the CAPCO Group dated
as of September 14, 1967. (Registration Statement of
Ohio Edison Company, File No. 2-43102, Exhibit 5 (c)
(2).)
10-2 - Amendment No. 1 dated January 4, 1974 to Administration
Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration Statement No. 2-
68906, Exhibit 5 (c) (3).)
10-3 - Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967. (Registration
Statement of Ohio Edison Company, File No. 2-43102,
Exhibit 5 (c) (3).)
10-4 - Amendment No. 1 dated as of January 1, 1993 to
Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967. (1993 Form 10-K,
Exhibit 10-4, Ohio Edison Company.)
10-5 - Agreement for the Termination or Construction of
Certain Agreements effective September 1, 1980 among
the CAPCO Group. (Registration Statement No. 2-68906,
Exhibit 10-4.)
10-6 - Amendment dated as of December 23, 1993 to Agreement
for the Termination or Construction of Certain
Agreements effective September 1, 1980 among the CAPCO
Group. (1993 Form 10-K, Exhibit 10-6, Ohio Edison
Company.)
10-7 - CAPCO Basic Operating Agreement, as amended September
1, 1980. (Registration Statement No. 2-68906, as
Exhibit 10-5.)
10-8 - Amendment No. 1 dated August 1, 1981 and Amendment No.
2 dated September 1, 1982, to CAPCO Basic Operating
Agreement as amended September 1, 1980. (September 30,
1981 Form 10-Q, Exhibit 20-1, and 1982 Form 10-K,
Exhibit 19-3, File No. 1-2578, of Ohio Edison Company.)
10-9 - Amendment No. 3 dated as of July 1, 1984, to CAPCO
Basic Operating Agreement as amended September 1, 1980.
(1985 Form 10-K, Exhibit 10-7, File No. 1-2578, of Ohio
Edison Company.)
10-10 - Basic Operating Agreement between the CAPCO Companies
as amended October 1, 1991. (1991 Form 10-K, Exhibit
10-8, File No. 1-2578, of Ohio Edison Company.)
10-11 - Basic Operating Agreement between the CAPCO Companies,
as amended January 1, 1993. (1993 Form 10-K,
Exhibit 10-11, Ohio Edison Company.)
10-12 - Memorandum of Agreement effective as of September 1,
1980, among the CAPCO Group. (1991 Form 10-K, Exhibit
19-2, Ohio Edison Company.)
10-13 - Operating Agreement for Beaver Valley Power Station
Units Nos. 1 and 2 as Amended and Restated September
15, 1987, by and between the CAPCO Companies. (1987
Form 10-K, Exhibit 10-15, File No. 1-2578, of Ohio
Edison Company.)
10-14 - Construction Agreement with respect to Perry Plant
between the CAPCO Group dated as of July 22, 1974.
(Registration Statement of Toledo Edison Company, File
No. 2-52251, as Exhibit 5 (yy).)
10-15 - Participation Agreement No. 1 relating to the financing
of the development of certain coal mines, dated as of
October 1, 1973, among Quarto Mining Company, the CAPCO
Group, Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in Schedules
A and B thereto, Central National Bank of Cleveland, as
Owner Trustee, National City Bank, as Loan Trustee, and
National City Bank, as Bond Trustee. (Registration
Statement of Ohio Edison Company, File No. 2-61146,
Exhibit 5 (e) (1).)
10-16 - Amendment No. 1 dated as of September 15, 1978, to
Participation Agreement No. 1 dated as of October 1,
1973, among Quarto Mining Company, the CAPCO Group,
Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in Schedules
A and B thereto, Central National Bank of Cleveland, as
Owner Trustee, National City Bank, as Loan Trustee, and
National City Bank, as Bond Trustee. (Registration
Statement No. 2-68906, Exhibit 5 (e) (2).)
10-17 - Participation Agreement No. 2 relating to the financing
of the development of certain coal mines, dated as of
August 1, 1974, among Quarto Mining Company, the CAPCO
Group, Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in Schedules
A and B thereto, Central National Bank of Cleveland, as
Owner Trustee, National City Bank, as Loan Trustee, and
National City Bank, as Bond Trustee. (Ohio Edison
Company, File No. 2-53059, Exhibit 5 (h) (2).)
10-18 - Amendment No. 1 dated as of September 15, 1978, to
Participation Agreement No. 2 dated as of August 1,
1974, among Quarto Mining Company, the CAPCO Group,
Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in Schedules
A and B thereto, Central National Bank of Cleveland, as
Owner Trustee, National City Bank, as Loan Trustee, and
National City Bank, as Bond Trustee. (Registration
Statement No. 2-68906, Exhibit 5 (e) (4).)
10-19 - Participation Agreement No. 3 relating to the financing
of the development of certain coal mines, dated as of
September 15, 1978, among Quarto Mining Company, the
CAPCO Group, Energy Properties, Inc., General Electric
Credit Corporation, the Loan Participants listed in
Schedules A and B thereto, Central National Bank of
Cleveland, as Owner Trustee, National City Bank, as
Loan Trustee, and National City Bank, as Bond Trustee.
(Registration Statement No. 2-68906, Exhibit 5 (e)
(5).)
10-20 - Participation Agreement No. 4 relating to the financing
of the development of certain coal mines, dated as of
October 31, 1980, among Quarto Mining Company, the
CAPCO Group, the Loan Participants listed in Schedule A
thereto and National City Bank, as Bond Trustee.
(Registration Statement No. 2-68906, Exhibit 10-16.)
10-21 - Participation Agreement No. 5 dated as of May 1, 1986,
among Quarto Mining Company, the CAPCO Companies, the
Loan Participants listed in Schedule A thereto, and
National City Bank, as Bond Trustee. (1986 Form 10-K,
Exhibit 10-22, File No. 1-2578, Ohio Edison Company.)
10-22 - Participation Agreement No. 6 dated as of December 1,
1991, among Quarto Mining Company, the CAPCO Companies,
the Loan Participants listed in Schedule A thereto,
National City Bank, as Mortgage Bond Trustee, and
National City Bank, as Refunding Bond Trustee. (1991
Form 10-K, Exhibit 10-19, File No. 1-2578, Ohio Edison
Company.)
10-23 - Agreement entered into as of October 20, 1981, among
the CAPCO Companies regarding the use of Quarto Coal at
Mansfield Units Nos. 1, 2 and 3. (1981 Form 10-K,
Exhibit 20-1, File No. 1-2578, Ohio Edison Company.)
10-24 - Restated Option Agreement dated as of May 1, 1983, by
and between The North American Coal Corporation and the
CAPCO Companies. (1983 Form 10-K, Exhibit 19-1, File
No. 1-2578, Ohio Edison Company.)
10-25 - Trust Indenture and Mortgage dated as of October 1,
1973, between Quarto Mining Company and National City
Bank, as Bond Trustee, together with Guaranty, dated as
of October 1, 1973, with respect thereto by the CAPCO
Group. (Registration Statement of Ohio Edison Company,
File No. 2-61146, Exhibit 5 (e) (5).)
10-26 - Amendment No. 1 dated August 1, 1974, to Trust
Indenture and Mortgage dated as of October 1, 1973,
between Quarto Mining Company and National City Bank,
as Bond Trustee, together with Amendment No. 1 dated
August 1, 1974, to Guaranty dated as of October 1,
1973, with respect thereto by the CAPCO Group.
(Registration Statement of Ohio Edison Company, File
No. 2-53059, Exhibit 5 (h) (2).)
10-27 - Amendment No. 2 dated as of September 15, 1978, to
Trust Indenture and Mortgage dated as of October 1,
1973, as amended, between Quarto Mining Company and
National City Bank, as Bond Trustee, together with
Amendment No. 2 dated as of September 15, 1978, to Bond
Guaranty dated as of October 1, 1973, as amended,
between the CAPCO Group and National City Bank, as Bond
Trustee. (Registration Statement No. 2-68906, Exhibits
5 (e) (11) and 5 (e) (12).)
10-28 - Amendment No. 3 dated as of October 31, 1980, to Trust
Indenture and Mortgage dated as of October 1, 1973, as
amended, between Quarto Mining Company and National
City Bank, as Bond Trustee. (Registration Statement No.
2-68906, Exhibit 10-16.)
10-29 - Amendment No. 4 dated as of July 1, 1985, to Trust
Indenture and Mortgage dated as of October 1, 1973, as
amended, between Quarto Mining Company and National
City Bank, as Bond Trustee. (1985 Form 10-K, Exhibit
10-28, File No. 1-2578, Ohio Edison Company.)
10-30 - Amendment No. 5 dated as of May 1, 1986, to Trust
Indenture and Mortgage dated as of October 1, 1973, as
amended, between Quarto Mining Company and National
City Bank, as Bond Trustee. (1986 Form 10-K, Exhibit
10-30, File No. 1-2578, Ohio Edison Company.)
10-31 - Amendment No. 6 dated as of December 1, 1991, to Trust
Indenture and Mortgage dated as of October 1, 1973, as
amended, between Quarto Mining Company and National
City Bank, as Bond Trustee. (1991 Form 10-K, Exhibit
10-28, File No. 1-2578, Ohio Edison Company.)
10-32 - Trust Indenture dated as of December 1, 1991, between
Quarto Mining Company and National City Bank, as Bond
Trustee. (1991 Form 10-K, Exhibit 10-29, File No. 1-
2578, Ohio Edison Company.)
10-33 - Amendment No. 3 dated as of October 31, 1980, to the
Bond Guaranty dated as of October 1, 1973, as amended,
with respect to the CAPCO Group. (Registration
Statement No. 2-68906, Exhibit 10-16.)
10-34 - Amendment No. 4 dated as of July 1, 1985, to the Bond
Guaranty dated as of October 1, 1973, as amended, by
the CAPCO Companies to National City Bank, as Bond
Trustee. (1985 Form 10-K, Exhibit 10-30 , File No. 1-
2578, Ohio Edison Company.)
10-35 - Amendment No. 5 dated as of May 1, 1986, to the Bond
Guaranty dated as of October 1, 1973, as amended, by
the CAPCO Companies to National City Bank, as Bond
Trustee. (1986 Form 10-K, Exhibit 10-33, File No. 1-
2578, Ohio Edison Company.)
10-36 - Amendment No. 6A dated as of December 1, 1991, to the
Bond Guaranty dated as of October 1, 1973, as amended,
by the CAPCO Companies to National City Bank, as Bond
Trustee. (1991 Form 10-K, Exhibit 10-33, File No. 1-
2578, Ohio Edison Company.)
10-37 - Amendment No. 6B dated as of December 30, 1991, to the
Bond Guaranty dated as of October 1, 1973, as amended,
by the CAPCO Companies to National City Bank, as Bond
Trustee. (1991 Form 10-K, Exhibit 10-34, File No. 1-
2578, Ohio Edison Company.)
10-38 - Bond Guaranty dated as of December 1, 1991, by the
CAPCO Companies to National City Bank, as Bond Trustee.
(1991 Form 10-K, Exhibit 10-35, File No. 1-2578, Ohio
Edison Company.)
10-39 - Open End Mortgage dated as of October 1, 1973, between
Quarto Mining Company and the CAPCO Companies and
Amendment No. 1 thereto dated as of September 15, 1978.
(Registration Statement No. 2-68906, Exhibit 10-23.)
10-40 - Restructuring Agreement dated as of April 1, 1985,
among Quarto Mining Company, the CAPCO Companies,
Energy Properties, Inc., General Electric Credit
Corporation, the Loan Participants listed in schedules
thereto, Central National Bank of Cleveland, as Owner
Trustee, National City Bank, as Loan Trustee, and
National City Bank, as Bond Trustee. (1985 Form 10-K,
Exhibit 10-33, File No. 1-2578, Ohio Edison Company.)
10-41 - Unsecured Note Guaranty dated as of July 1, 1985, by
the CAPCO Companies to General Electric Credit
Corporation. (1985 Form 10-K, Exhibit 10-34, File No.
1-2578, Ohio Edison Company.)
10-42 - Memorandum of Understanding dated as of March 31, 1985,
among the CAPCO Companies. (1985 Form 10-K, Exhibit 10-
35, File No. 1-2578, Ohio Edison Company.)
(B) 10-43 - Ohio Edison System Executive Supplemental Life
Insurance Plan. (1995 Form 10-K, Exhibit 10-44, File
No. 1-2578, Ohio Edison Company.)
(B) 10-44 - Ohio Edison System Executive Incentive Compensation
Plan. (1995 Form 10-K, Exhibit 10-45, File No. 1-2578,
Ohio Edison Company.)
(B) 10-45 - Ohio Edison System Restated and Amended Executive
Deferred Compensation Plan. (1995 Form 10-K, Exhibit
10-46, File No. 1-2578, Ohio Edison Company.)
(B) 10-46 - Ohio Edison System Restated and Amended Supplemental
Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-
47, File No. 1-2578, Ohio Edison Company.)
10-47 - Operating Agreement for Perry Unit No. 1 dated March
10, 1987, by and between the CAPCO Companies. (1987
Form 10-K, Exhibit 28-24, File No. 1-2578, Ohio Edison
Company.)
10-48 - Operating Agreement for Bruce Mansfield Units Nos. 1, 2
and 3 dated as of June 1, 1976, and executed on
September 15, 1987, by and between the CAPCO Companies.
(1987 Form 10-K, Exhibit 28-25, File No. 1-2578, Ohio
Edison Company.)
10-49 - Operating Agreement for W. H. Sammis Unit No. 7 dated
as of September 1, 1971, by and between the CAPCO
Companies. (1987 Form 10-K, Exhibit 28-26, File No. 1-
2578, Ohio Edison Company.)
10-50 - OE-APS Power Interchange Agreement dated March 18,
1987, by and among Ohio Edison Company and Pennsylvania
Power Company, and Monongahela Power Company and West
Penn Power Company and The Potomac Edison Company.
(1987 Form 10-K, Exhibit 28-27, File No. 1-2578, of
Ohio Edison Company.)
10-51 - OE-PEPCO Power Supply Agreement dated March 18, 1987,
by and among Ohio Edison Company and Pennsylvania Power
Company and Potomac Electric Power Company. (1987 Form
10-K, Exhibit 28-28, File No. 1-2578, of Ohio Edison
Company.)
10-52 - Supplement No. 1 dated as of April 28, 1987, to the OE-
PEPCO Power Supply Agreement dated March 18, 1987, by
and among Ohio Edison Company, Pennsylvania Power
Company and Potomac Electric Power Company. (1987 Form
10-K, Exhibit 28-29, File No. 1-2578, of Ohio Edison
Company.)
10-53 - APS-PEPCO Power Resale Agreement dated March 18, 1987,
by and among Monongahela Power Company, West Penn Power
Company, and The Potomac Edison Company and Potomac
Electric Power Company. (1987 Form 10-K, Exhibit 28-30,
File No. 1-2578, of Ohio Edison Company.)
10-54 - Pennsylvania Power Company Master Decommissioning Trust
Agreement for Beaver Valley Power Station and Perry
Nuclear Power Plant dated as of April 21, 1995.
(Quarter ended June 30, 1995 Form 10-Q, Exhibit 10,
File No. 1-3491.)
10-55 - Nuclear Fuel Lease dated as of March 31, 1989, between
OES Fuel, Incorporated, as Lessor, and Pennsylvania
Power Company, as Lessee. (1989 Form 10-K, Exhibit 10-
39, File No. 1-3491.)
(A) 12.2 - Fixed Charge Ratios
(A) 13.4 - 1998 Annual Report to Stockholders. (Only those
portions expressly incorporated by reference in this
Form 10-K are to be deemed "filed" with the Securities
and Exchange Commission.)
(A) 23.3 - Consent of Independent Public Accountants.
(A) 27.4 - Financial Data Schedule
(A) Provided herein in electronic format as an exhibit.
(B) Management contract or compensatory plan contract or arrangement
filed pursuant to Item 601 of Regulation S-K.
Pursuant to Rule 14a - 3(10) of the Securities Exchange Act of
1934, the Company will furnish any exhibit in this Report upon
the payment of the Company's expenses in furnishing such
exhibit.
3. Exhibits -Common Exhibits to CEI and TE
Exhibit
Number
- -------
2(a) - Agreement and Plan of Merger between Ohio Edison and
Centerior Energy dated as of September 13, 1996 (Exhibit
(2)-1, Form S-4 File No. 333-21011, filed by FirstEnergy).
2(b) - Merger Agreement by and among Centerior Acquisition Corp.,
FirstEnergy and Centerior (Exhibit (2)-3, Form S-4 File
No. 333-21011, filed by FirstEnergy.
4(a) - Rights Agreement (Exhibit 4, June 25, 1996 Form 8-K, File
Nos. 1-9130, 1-2323 and 1-3583).
4(b)(1) - Form of Note Indenture between Cleveland Electric, Toledo
Edison and The Chase Manhattan Bank, as Trustee dated as
of June 13, 1997 (Exhibit 4(c), Form S-4 File No. 333-
35931, filed by Cleveland Electric and Toledo Edison).
4(b)(2) - Form of First Supplemental Note Indenture between
Cleveland Electric, Toledo Edison and The Chase Manhattan
Bank, as Trustee dated as of June 13, 1997 (Exhibit 4(d),
Form S-4 File No. 333-35931, filed by Cleveland Electric
and Toledo Edison).
10b(1)(a)- CAPCO Administration Agreement dated November 1, 1971, as
of September 14, 1967, among the CAPCO Group members
regarding the organization and procedures for implementing
the objectives of the CAPCO Group (Exhibit 5(p), Amendment
No. 1, File No. 2-42230, filed by Cleveland Electric).
10b(1)(b)- Amendment No. 1, dated January 4, 1974, to CAPCO
Administration Agreement among the CAPCO Group members
(Exhibit 5(c)(3), File No. 2-68906, filed by Ohio Edison).
10b(2) - CAPCO Transmission Facilities Agreement dated November 1,
1971, as of September 14, 1967, among the CAPCO Group
members regarding the installation, operation and
maintenance of transmission facilities to carry out the
objectives of the CAPCO Group (Exhibit 5(q), Amendment No.
1, File No. 2-42230, filed by Cleveland Electric).
10b(2)(1)- Amendment No. 1 to CAPCO Transmission Facilities
Agreement, dated December 23, 1993 and effective as of
January 1, 1993, among the CAPCO Group members regarding
requirements for payment of invoices at specified times,
for payment of interest on non-timely paid invoices, for
restricting adjustment of invoices after a four-year
period, and for revising the method for computing the
Investment Responsibility charge for use of a member's
transmission facilities (Exhibit 10b(2)(1), 1993 Form 10-
K, File Nos. 1-9130, 1-2323 and 1-3583).
10b(3) - CAPCO Basic Operating Agreement As Amended January 1, 1993
among the CAPCO Group members regarding coordinated
operation of the members' systems (Exhibit 10b(3), 1993
Form 10-K, File Nos. 1-9130, 1-2323 and 1-3583).
10b(4) - Agreement for the Termination or Construction of Certain
Agreement By and Among the CAPCO Group members, dated
December 23, 1993 and effective as of September 1, 1980
(Exhibit 10b(4), 1993 Form 10-K, File Nos. 1-9130, 1-2323
and 1-3583).
10b(5) - Construction Agreement, dated July 22, 1974, among the
CAPCO Group members and relating to the Perry Nuclear
Plant (Exhibit 5 (yy), File No. 2-52251, filed by Toledo
Edison).
10b(6) - Contract, dated as of December 5, 1975, among the CAPCO
Group members for the construction of Beaver Valley Unit
No. 2 (Exhibit 5 (g), File No. 2-52996, filed by Cleveland
Electric).
10b(7) - Amendment No. 1, dated May 1, 1977, to Contract, dated as
of December 5, 1975, among the CAPCO Group members for the
construction of Beaver Valley Unit No. 2 (Exhibit 5(d)(4),
File No. 2-60109, filed by Ohio Edison).
10d(1)(a)- Form of Collateral Trust Indenture among CTC Beaver Valley
Funding Corporation, Cleveland Electric, Toledo Edison and
Irving Trust Company, as Trustee (Exhibit 4(a), File No.
33-18755, filed by Cleveland Electric and Toledo Edison).
10d(1)(b)- Form of Supplemental Indenture to Collateral Trust
Indenture constituting Exhibit 10d(1)(a) above, including
form of Secured Lease Obligation Bond (Exhibit 4(b), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(1)(c)- Form of Collateral Trust Indenture among Beaver Valley II
Funding Corporation, The Cleveland Electric Illuminating
Company and The Toledo Edison Company and The Bank of New
York, as Trustee (Exhibit (4) (a), File No. 33-46665,
filed by Cleveland Electric and Toledo Edison).
10d(1)(d)- Form of Supplemental Indenture to Collateral Trust
Indenture constituting Exhibit 10d(1)(c) above, including
form of Secured Lease Obligation Bond (Exhibit (4) (b),
File No. 33-46665, filed by Cleveland Electric and Toledo
Edison).
10d(2)(a)- Form of Collateral Trust Indenture among CTC Mansfield
Funding Corporation, Cleveland Electric, Toledo Edison and
IBJ Schroder Bank & Trust Company, as Trustee (Exhibit
4(a), File No. 33-20128, filed by Cleveland Electric and
Toledo Edison).
10d(2)(b)- Form of Supplemental Indenture to Collateral Trust
Indenture constituting Exhibit 10d(2)(a) above, including
forms of Secured Lease Obligation Bonds (Exhibit 4(b),
File No. 33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(3)(a)- Form of Facility Lease dated as of September 15, 1987
between The First National Bank of Boston, as Owner
Trustee under a Trust Agreement dated as of September 15,
1987 with the limited partnership Owner Participant named
therein, Lessor, and Cleveland Electric and Toledo Edison,
Lessees (Exhibit 4(c), File No. 33-18755, filed by
Cleveland Electric and Toledo Edison).
10d(3)(b)- Form of Amendment No. 1 to Facility Lease constituting
Exhibit 10d(3)(a) above (Exhibit 4(e), File No. 33-18755,
filed by Cleveland Electric and Toledo Edison).
10d(4)(a)- Form of Facility Lease dated as of September 15, 1987
between The First National Bank of Boston, as Owner
Trustee under a Trust Agreement dated as of September 15,
1987 with the corporate Owner Participant named therein,
Lessor, and Cleveland Electric and Toledo Edison, Lessees
(Exhibit 4(d), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
10d(4)(b)- Form of Amendment No. 1 to Facility Lease constituting
Exhibit 10d(4)(a) above (Exhibit 4(f), File No. 33-18755,
filed by Cleveland Electric and Toledo Edison).
10d(5)(a)- Form of Facility Lease dated as of September 30, 1987
between Meridian Trust Company, as Owner Trustee under a
Trust Agreement dated as of September 30, 1987 with the
Owner Participant named therein, Lessor, and Cleveland
Electric and Toledo Edison, Lessees (Exhibit 4(c), File
No. 33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(5)(b)- Form of Amendment No. 1 to the Facility Lease constituting
Exhibit 10d(5)(a) above (Exhibit 4(f), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
10d(6)(a)- Form of Participation Agreement dated as of September 15,
1987 among the limited partnership Owner participant named
therein, the Original Loan Participants listed in Schedule
1 thereto, as Original Loan Participants, CTC Beaver
Valley Fund Corporation, as Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee, and Cleveland Electric and
Toledo Edison, as Lessees (Exhibit 28(a), File No. 33-
18755, filed by Cleveland Electric and Toledo Edison).
10d(6)(b)- Form of Amendment No. 1 to Participation Agreement
constituting Exhibit 10d(6) (a) above (Exhibit 28(c), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(7)(a)- Form of Participation Agreement dated as of September 15,
1987 among the corporate Owner Participant named therein,
the Original Loan Participants listed in Schedule 1
thereto, as Owner Loan Participants, CTC Beaver Valley
Funding Corporation, as Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee, and Cleveland Electric and
Toledo Edison, as Lessees (Exhibit 28(b), File No. 33-
18755, filed by Cleveland Electric and Toledo Edison).
10d(7)(b)- Form of Amendment No. 1 to Participation Agreement
constituting Exhibit 10d(7) (a) above (Exhibit 28(d), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(8)(a)- Form of Participation Agreement dated as of September 30,
1987 among the Owner Participant named therein, the
Original Loan Participants listed in Schedule II thereto,
as Owner Loan Participants, CTC Mansfield Funding
Corporation, Meridian Trust Company, as Owner Trustee, IBJ
Schroder Bank & Trust Company, as Indenture Trustee, and
Cleveland Electric and Toledo Edison, as Lessees (Exhibit
28(a), File No. 33-20128, filed by Cleveland Electric and
Toledo Edison).
10d(8)(b)- Form of Amendment No. 1 to the Participation Agreement
constituting Exhibit 10d(8) (a) above (Exhibit 28(b), File
No. 33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(9) - Form of Ground Lease dated as of September 15, 1987
between Toledo Edison, Ground Lessor, and The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with the Owner
Participant named therein, Tenant (Exhibit 28(e), File No.
33-18755, filed by Cleveland Electric and Toledo Edison).
10d(10) - Form of Site Lease dated as of September 30, 1987 between
Toledo Edison, Lessor, and Meridian Trust Company, as
Owner Trustee under a Trust Agreement dated as of
September 30, 1987 with the Owner Participant named
therein, Tenant (Exhibit 28(c), File No. 33-20128, filed
by Cleveland Electric and Toledo Edison).
10d(11) - Form of Site Lease dated as of September 30, 1987 between
Cleveland Electric, Lessor, and Meridian Trust Company, as
Owner Trustee under a Trust Agreement dated as of
September 30, 1987 with the Owner Participant named
therein, Tenant (Exhibit 28(d), File No. 33-20128, filed
by Cleveland Electric and Toledo Edison).
10d(12) - Form of Amendment No. 1 to the Site Leases constituting
Exhibits 10d(10) and 10d(11) above (Exhibit 4 (f), File
No. 33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(13) - Form of Assignment, Assumption and Further Agreement dated
as of September 15, 1987 among The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated as
of September 15, 1987 with the Owner Participant named
therein, Cleveland Electric, Duquesne, Ohio Edison,
Pennsylvania Power and Toledo Edison (Exhibit 28(f), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(14) - Form of Additional Support Agreement dated as of September
15, 1987 between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement dated as of
September 15, 1987 with the Owner Participant named
therein, and Toledo Edison (Exhibit 28(g), File No. 33-
18755, filed by Cleveland Electric and Toledo Edison).
10d(15) - Form of Support Agreement dated as of September 30, 1987
between Meridian Trust Company, as Owner Trustee under a
Trust Agreement dated as of September 30, 1987 with the
Owner Participant named therein, Toledo Edison, Cleveland
Electric, Duquesne, Ohio Edison and Pennsylvania Power
(Exhibit 28(e), File No. 33-20128, filed by Cleveland
Electric and Toledo Edison).
10d(16) - Form of Indenture, Bill of Sale, Instrument of Transfer
and Severance Agreement dated as of September 30, 1987
between Toledo Edison, Seller, and The First National Bank
of Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987 with the Owner Participant named
therein, Buyer (Exhibit 28 (h), File No. 33-18755, filed
by Cleveland Electric and Toledo Edison).
10d(17) - Form of Bill of Sale, Instrument of Transfer and Severance
Agreement dated as of September 30, 1987 between Toledo
Edison, Seller, and Meridian Trust Company, as Owner
Trustee under a Trust Agreement dated as of September 30,
1987 with the Owner Participant named therein, Buyer
(Exhibit 28(f), File No. 33-20128, filed by Cleveland
Electric and Toledo Edison).
10d(18) - Form of Bill of Sale, Instrument of Transfer and Severance
Agreement dated as of September 30, 1987 between Cleveland
Electric, Seller, and Meridian Trust Company, as Owner
Trustee under a Trust Agreement dated as of September 30,
1987 with the Owner Participant named therein, Buyer
(Exhibit 28(g), File No. 33-20128, filed by Cleveland
Electric and Toledo Edison).
10d(19) - Forms of Refinancing Agreement, including exhibits
thereto, among the Owner Participant named therein, as
Owner Participant, CTC Beaver Valley Funding Corporation,
as Funding Corporation, Beaver Valley II Funding
Corporation, as New Funding Corporation, The Bank of New
York, as Indenture Trustee, The Bank of New York, as New
Collateral Trust Trustee, and The Cleveland Electric
Illuminating Company and The Toledo Edison Company, as
Lessees (Exhibit (28) (e) (i), File No. 33-46665, filed by
Cleveland Electric and Toledo Edison).
10d(20)(a)-Form of Amendment No. 2 to Facility Lease among Citicorp
Lescaman, Inc., Cleveland Electric and Toledo Edison
(Exhibit 10(a), Form S-4 File No. 333-47651, filed by
Cleveland Electric).
10d(20)(b)-Form of Amendment No. 3 to Facility Lease among Citicorp
Lescaman, Inc., Cleveland Electric and Toledo Edison
(Exhibit 10(b), Form S-4 File No. 333-47651, filed by
Cleveland Electric).
10d(21)(a)-Form of Amendment No. 2 to Facility Lease among US West
Financial Services, Inc., Cleveland Electric and Toledo
Edison (Exhibit 10(c), Form S-4 File No. 333-47651, filed
by Cleveland Electric).
10d(21)(b)-Form of Amendment No. 3 to Facility Lease among US West
Financial Services, Inc., Cleveland Electric and Toledo
Edison (Exhibit 10(d), Form S-4 File No. 333-47651, filed
by Cleveland Electric).
10d(22) - Form of Amendment No. 2 to Facility Lease among Midwest
Power Company, Cleveland Electric and Toledo Edison
(Exhibit 10(e), Form S-4 File No. 333-47651, filed by
Cleveland Electric).
10e(1) - Centerior Energy Corporation Equity Compensation Plan
(Exhibit 99, Form S-8, File No. 33-59635).
3. Exhibits - Cleveland Electric Illuminating (CEI)
3a - Amended Articles of Incorporation of CEI, as amended,
effective May 28, 1993 (Exhibit 3a, 1993 Form 10-K, File
No. 1-2323).
3b - Regulations of CEI, dated April 29, 1981, as amended
effective October 1, 1988 and April 24, 1990 (Exhibit 3b,
1990 Form 10-K, File No. 1-2323).
(B)4b(1)- Mortgage and Deed of Trust between CEI and Guaranty Trust
Company of New York (now The Chase Manhattan Bank
(National Association)), as Trustee, dated July 1, 1940
(Exhibit 7(a), File No. 2-4450).
Supplemental Indentures between CEI and the Trustee,
supplemental to Exhibit 4b(1), dated as follows:
4b(2) - July 1, 1940 (Exhibit 7(b), File No. 2-4450).
4b(3) - August 18, 1944 (Exhibit 4(c), File No. 2-9887).
4b(4) - December 1, 1947 (Exhibit 7(d), File No. 2-7306).
4b(5) - September 1, 1950 (Exhibit 7(c), File No. 2-8587).
4b(6) - June 1, 1951 (Exhibit 7(f), File No. 2-8994).
4b(7) - May 1, 1954 (Exhibit 4(d), File No. 2-10830).
4b(8) - March 1, 1958 (Exhibit 2(a)(4), File No. 2-13839).
4b(9) - April 1, 1959 (Exhibit 2(a)(4), File No. 2-14753).
4b(10) - December 20, 1967 (Exhibit 2(a)(4), File No. 2-30759).
4b(11) - January 15, 1969 (Exhibit 2(a)(5), File No. 2-30759).
4b(12) - November 1, 1969 (Exhibit 2(a)(4), File No. 2-35008).
4b(13) - June 1, 1970 (Exhibit 2(a)(4), File No. 2-37235).
4b(14) - November 15, 1970 (Exhibit 2(a)(4), File No. 2-38460).
4b(15) - May 1, 1974 (Exhibit 2(a)(4), File No. 2-50537).
4b(16) - April 15, 1975 (Exhibit 2(a)(4), File No. 2-52995).
4b(17) - April 16, 1975 (Exhibit 2(a)(4), File No. 2-53309).
4b(18) - May 28, 1975 (Exhibit 2(c), June 5, 1975 Form 8-A, File
No. 1-2323).
4b(19) - February 1, 1976 (Exhibit 3(d)(6), 1975 Form 10-K, File
No. 1-2323).
4b(20) - November 23, 1976 (Exhibit 2(a)(4), File No. 2-57375).
4b(21) - July 26, 1977 (Exhibit 2(a)(4), File No. 2-59401).
4b(22) - September 27, 1977 (Exhibit 2(a)(5), File No. 2-67221).
4b(23) - May 1, 1978 (Exhibit 2(b), June 30, 1978 Form 10-Q, File
No. 1-2323).
4b(24) - September 1, 1979 (Exhibit 2(a), September 30, 1979 Form
10-Q, File No. 1-2323).
4b(25) - April 1, 1980 (Exhibit 4(a)(2), September 30, 1980 Form
10-Q, File No. 1-2323).
4b(26) - April 15, 1980 (Exhibit 4(b), September 30, 1980 Form 10-
Q, File No. 1-2323).
4b(27) - May 28, 1980 (Exhibit 2(a)(4), Amendment No. 1, File No.
2-67221).
4b(28) - June 9, 1980 (Exhibit 4(d), September 30, 1980 Form 10-Q,
File No. 1-2323).
4b(29) - December 1, 1980 (Exhibit 4(b) (29), 1980 Form 10-K, File
No. 1-2323).
4b(30) - July 28, 1981 (Exhibit 4(a), September 30, 1981, Form 10-
Q, File No. 1-2323).
4b(31) - August 1, 1981 (Exhibit 4(b), September 30, 1981, Form 10-
Q, File No. 1-2323).
4b(32) - March 1, 1982 (Exhibit 4(b)(3), Amendment No. 1, File No.
2-76029).
4b(33) - July 15, 1982 (Exhibit 4(a), September 30, 1982 Form 10-Q,
File No. 1-2323).
4b(34) - September 1, 1982 (Exhibit 4(a)(1), September 30, 1982
Form 10-Q, File No. 1-2323).
4b(35) - November 1, 1982 (Exhibit 4(a)(2), September 30, 1982 Form
10-Q, File No. 1-2323).
4b(36) - November 15, 1982 (Exhibit 4(b)(36), 1982 Form 10-K, File
No. 1-2323).
4b(37) - May 24, 1983 (Exhibit 4(a), June 30, 1983 Form 10-Q, File
No. 1-2323).
4b(38) - May 1, 1984 (Exhibit 4, June 30, 1984 Form 10-Q, File No.
1-2323).
4b(39) - May 23, 1984 (Exhibit 4, May 22, 1984 Form 8-K, File No.
1-2323).
4b(40) - June 27, 1984 (Exhibit 4, June 11, 1984 Form 8-K, File No.
1-2323).
4b(41) - September 4, 1984 (Exhibit 4b(41), 1984 Form 10-K, File
No. 1-2323).
4b(42) - November 14, 1984 (Exhibit 4b(42), 1984 Form 10-K, File
No. 1-2323).
4b(43) - November 15, 1984 (Exhibit 4b(43), 1984 Form 10-K, File
No. 1-2323).
4b(44) - April 15, 1985 (Exhibit 4(a), May 8, 1985 Form 8-K, File
No. 1-2323).
4b(45) - May 28, 1985 (Exhibit 4(b), May 8, 1985 Form 8-K, File No.
1-2323).
4b(46) - August 1, 1985 (Exhibit 4, September 30, 1985 Form 10-Q,
File No. 1-2323).
4b(47) - September 1, 1985 (Exhibit 4, September 30, 1985 form 8-K,
File No. 1-2323).
4b(48) - November 1, 1985 (Exhibit 4, January 31, 1986 Form 8-K,
File No. 1-2323).
4b(49) - April 15, 19 86 (Exhibit 4, March 31, 1986 Form 10-Q, File
No. 1-2323).
4b(50) - May 14, 1986 (Exhibit 4(a), June 30, 1986 Form 10-Q, File
No. 1-2323).
4b(51) - May 15, 1986 (Exhibit 4(b), June 30, 1986 Form 10-Q, File
No. 1-2323).
4b(52) - February 25, 1987 (Exhibit 4b(52), 1986 Form 10-K, File
No. 1-2323).
4b(53) - October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q,
File No. 1-2323).
4b(54) - February 24, 1988 (Exhibit 4b(54), 1987 Form 10-K, File
No. 1-2323).
4b(55) - September 15, 1988 (Exhibit 4b(55), 1988 Form 10-K, File
No. 1-2323).
4b(56) - May 15, 1989 (Exhibit 4(a)(2)(i), File No. 33-32724).
4b(57) - June 13, 1989 (Exhibit 4(a)(2)(ii), File No. 33-32724).
4b(58) - October 15, 1989 (Exhibit 4(a)(2)(iii), File No. 33-
32724).
4b(59) - January 1, 1990 (Exhibit 4b(59), 1989 Form 10-K, File No.
1-2323).
4b(60) - June 1, 1990 (Exhibit 4(a), September 30, 1990 Form 10-Q,
File No. 1-2323).
4b(61) - August 1, 1990 (Exhibit 4(b), September 30, 1990 Form 10-
Q, File No. 1-2323).
4b(62) - May 1, 1991 (Exhibit 4(a), June 30, 1991 Form 10-Q, File
No.
4b(63) - May 1, 1992 (Exhibit 4(a)(3), File No. 33-48845).
4b(64) - July 31, 1992 (Exhibit 4(a)(3), File No. 33-57292).
4b(65) - January 1, 1993 (Exhibit 4b(65), 1992 Form 10-K, File No.
1-2323).
4b(66) - February 1, 1993 (Exhibit 4b(66), 1992 Form 10-K, File No.
1-2323).
4b(67) - May 20, 1993 (Exhibit 4(a), July 14, 1993 Form 8-K, File
No. 1-2323).
4b(68) - June 1, 1993 (Exhibit 4(b), July 14, 1993 Form 8-K, File
No. 1-2323).
4b(69) - September 15, 1994 (Exhibit 4(a), September 30, 1994 Form
10-Q, File No. 1-2323).
4b(70) - May 1, 1995 (Exhibit 4(a), September 30, 1995 Form 10-Q,
File No. 1-2323).
4b(71) - May 2, 1995 (Exhibit 4(b), September 30, 1995 Form 10-Q,
File No. 1-2323).
4b(72) - June 1, 1995 (Exhibit 4(c), September 30, 1995 Form 10-Q,
File No. 1-2323).
4b(73) - July 15, 1995 (Exhibit 4b(73), 1995 Form 10-K, File No. 1-
2323).
4b(74) - August 1, 1995 (Exhibit 4b(74), 1995 Form 10-K, File No.
1-2323).
4b(75) - June 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-35931,
filed by Cleveland Electric and Toledo Edison).
4b(76) - October 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-
47651, filed by Cleveland Electric).
4b(77) - June 1, 1998 (Exhibit 4b(77), Form S-4 File No. 333-
72891).
4b(78) - October 1, 1998 (Exhibit 4b(78), Form S-4 File No. 333-
72891).
4b(79) - October 1, 1998 (Exhibit 4b(79), Form S-4 File No. 333-
72891).
4b(80) - February 24, 1999 (Exhibit 4b(80), Form S-4 File No. 333-
72891).
4c - Open-End Subordinate Indenture of Mortgage between The
Cleveland Electric Illuminating Company and Bank One,
Columbus, N.A., as Trustee, Dated as of June 1, 1994
(Exhibit 4(a), August 26, 1994 Form 8-K, File No. 1-2323).
4d - Form of Note Indenture between Cleveland Electric and The
Chase Manhattan Bank, as Trustee dated as of October 24,
1997 (Exhibit 4(b), Form S-4 File No. 333-47651, filed by
Cleveland Electric).
4d(1) - Form of Supplemental Note Indenture between Cleveland
Electric and The Chase Manhattan Bank, as Trustee dated as
of October 24, 1997 (Exhibit 4(c), Form S-4 File No. 333-
47651, filed by Cleveland Electric).
10-1 - Administration Agreement between the CAPCO Group dated as
of September 14, 1967. (Registration No. 2-43102, Exhibit
5(c)(2).)
10-2 - Amendment No. 1 dated January 4, 1974 to Administration
Agreement between the CAPCO Group dated as of September
14, 1967. (Registration No. 2-68906, Exhibit 5(c)(3).)
10-3 - Transmission Facilities Agreement between the CAPCO Group
dated as of September 14, 1967. (Registration No. 2-43102,
Exhibit 5(c)(3).)
10-4 - Amendment No. 1 dated as of January 1, 1993 to
Transmission Facilities Agreement between the CAPCO Group
dated as of September 14, 1967. (1993 Form 10-K,
Exhibit 10-4.)
10-5 - Agreement for the Termination or Construction of Certain
Agreements effective September 1, 1980 October 15, 1997
(Exhibit 4(a), Form S-4 File No. 333-47651, filed by
Cleveland Electric).
(A)13.2 - 1998 Annual Report to Stockholders. (only those portions
expressly incorporated by reference in this Form 10-K are
to be deemed "filed" with the SEC.)
(A)21.2 - List of Subsidiaries of the Registrant at December 31,
1998.
(A)23.2 - Consent of Independent Public Accountants.
(A)27.2 - Financial Data Schedule.
(A) - Provided herein in electronic format as an exhibit.
(B) - Pursuant to paragraph (b) (4) (iii) (A) of Item 601 of
Regulation S-K, CEI has not filed as an exhibit to this
Form 10-K any instrument with respect to long-term debt if
the total amount of securities authorized thereunder does
not exceed 10% of the total assets of the CEI, but hereby
agrees to furnish to the Commission on request any such
instruments.
3. Exhibits -Toledo Edison (TE)
Exhibit
Number
- -------
3a - Amended Articles of Incorporation of TE, as amended
effective October 2, 1992 (Exhibit 3a, 1992 Form 10-K,
File No. 1-3583).
3b - Code of Regulations of TE dated January 28, 1987, as
amended effective July 1 and October 1, 1988 and April 24,
1990 (Exhibit 3b, 1990 Form 10-K, File No. 1-3583).
(B)4b(1)- Indenture, dated as of April 1, 1947, between TE and The
Chase National Bank of the City of New York (now The
Manhattan Bank (National Association)) (Exhibit 2(b), File
No. 2-26908).
Supplemental Indentures between TE and the Trustee,
Supplemental to Exhibit 4b(1), dated as follows:
4b(2) - September 1, 1948 (Exhibit 2(d), File No. 2-26908).
4b(3) - April 1, 1949 (Exhibit 2(e), File No. 2-26908).
4b(4) - December 1, 1950 (Exhibit 2(f), File No. 2-26908).
4b(5) - March 1, 1954 (Exhibit 2(g), File No. 2-26908).
4b(6) - February 1, 1956 (Exhibit 2(h), File No. 2-26908).
4b(7) - May 1, 1958 (Exhibit 5(g), File No. 2-59794).
4b(8) - August 1, 1967 (Exhibit 2(c), File No. 2-26908).
4b(9) - November 1, 1970 (Exhibit 2(c), File No. 2-38569).
4b(10) - August 1, 1972 (Exhibit 2(c), File No. 2-44873).
4b(11) - November 1, 1973 (Exhibit 2(c), File No. 2-49428).
4b(12) - July 1, 1974 (Exhibit 2(c), File No. 2-51429).
4b(13) - October 1, 1975 (Exhibit 2(c), File No. 2-54627).
4b(14) - June 1, 1976 (Exhibit 2(c), File No. 2-56396).
4b(15) - October 1, 1978 (Exhibit 2(c), File No. 2-62568).
4b(16) - September 1, 1979 (Exhibit 2(c), File No. 2-65350).
4b(17) - September 1, 1980 (Exhibit 4(s), File No. 2-69190).
4b(18) - October 1, 1980 (Exhibit 4(c), File No. 2-69190).
4b(19) - April 1, 1981 (Exhibit 4(c), File No. 2-71580).
4b(20) - November 1, 1981 (Exhibit 4(c), File No. 2-74485).
4b(21) - June 1, 1982 (Exhibit 4(c), File No. 2-77763).
4b(22) - September 1, 1982 (Exhibit 4(x), File No. 2-87323).
4b(23) - April 1, 1983 (Exhibit 4(c), March 31, 1983 Form 10-Q,
File No. 1-3583).
4b(24) - December 1, 1983 (Exhibit 4(x), 1983 Form 10-K, File No.
1-3583).
4b(25) - April 1, 1984 (Exhibit 4(c), File No. 2-90059).
4b(26) - October 15, 1984 (Exhibit 4(z), 1984 Form 10-K, File No.
1-3583).
4b(27) - October 15, 1984 (Exhibit 4(aa), 1984 Form 10-K, File No.
1-3583).
4b(28) - August 1, 1985 (Exhibit 4(dd), File No. 33-1689).
4b(29) - August 1, 1985 (Exhibit 4(ee), File No. 33-1689).
4b(30) - December 1, 1985 (Exhibit 4(c), File No. 33-1689).
4b(31) - March 1, 1986 (Exhibit 4b(31), 1986 Form 10-K, File No. 1-
3583).
4b(32) - October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q,
File No. 1-3583).
4b(33) - September 15, 1988 (Exhibit 4b(33), 1988 Form 10-K, File
No. 1-3583).
4b(34) - June 15, 1989 (Exhibit 4b(34), 1989 Form 10-K, File No. 1-
3583).
4b(35) - October 15, 1989 (Exhibit 4b(35), 1989 Form 10-K, File No.
1-3583).
4b(36) - May 15, 1990 (Exhibit 4, June 30, 1990 Form 10-Q, File No.
1-3583).
4b(37) - March 1, 1991 (Exhibit 4(b), June 30, 1991 Form 10-Q, File
No. 1-3583).
4b(38) - May 1, 1992 (Exhibit 4(a)(3), File No. 33-48844).
4b(39) - August 1, 1992 (Exhibit 4b(39), 1992 Form 10-K, File No.
1-3583).
4b(40) - October 1, 1992 (Exhibit 4b(40), 1992 Form 10-K, File No.
1-3583).
4b(41) - January 1, 1993 (Exhibit 4b(41), 1992 Form 10-K, File No.
1-3583).
4b(42) - September 15, 1994 (Exhibit 4(b), September 30, 1994 Form
10-Q, File No. 1-3583).
4b(43) - May 1, 1995 (Exhibit 4(d), September 30, 1995 Form 10-Q,
File No. 1-3583).
4b(44) - June 1, 1995 (Exhibit 4(e), September 30, 1995 Form 10-Q,
File No. 1-3583).
4b(45) - July 14, 1995 (Exhibit 4(f), September 30, 1995 Form 10-Q,
File No. 1-3583).
4b(46) - July 15, 1995 (Exhibit 4(g), September 30, 1995 Form 10-Q,
File No. 1-3583).
(A)4b(47)- August 1, 1997
(A)4b(48)- June 1, 1998
4c - Open-End Subordinate Indenture of Mortgage between The
Toledo Edison Company and Bank One, Columbus, N.A., as
Trustee, dated as of June 1, 1994 (Exhibit 4(b), August
26, 1994 Form 8-K, File No. 1-3583).
(A) 13.3- 1998 Annual Report to Stockholders. (Only those portions
expressly incorporated by reference in this Form 10-K are
to be deemed "filed" with the SEC.)
(A)21.3 - List of Subsidiaries of the Registrant at December 31,
1998.
(A)27.3 - Financial Data Schedule.
(A) Provided herein in electronic format as an exhibit.
(B) Pursuant to paragraph (b) (4) (iii) (A) of Item 601 of
Regulation S-K, TE has not filed as an exhibit to this
Form 10-K any instrument with respect to long-term debt if
the total amount of securities authorized thereunder does
not exceed 10% of the total assets of TE, but hereby
agrees to furnish to the Commission on request any such
instruments.
(b) Reports on Form 8-K
FirstEnergy, OE, CEI, TE, Penn-
-------------------------------
One combined report on Form 8-K was filed since September
30, 1998. A report dated October 15, 1998 reported that FirstEnergy
will transfer its transmission assets into a new subsidiary and has
signed an agreement in principle with Duquesne Light Company
(Duquesne) that would result in an exchange of certain generating
assets between FirstEnergy's operating subsidiaries and Duquesne.
FirstEnergy-
-----------
The Company filed two reports on Form 8-K since September
30, 1996.1998. A report dated November 25, 1996,9, 1998 reported the filing by FirstEnergy Corp. of an
application with the PUCO seeking authority for a Comprehensive Rate Reduction and Economic Development
Plan,Company common
stock repurchase program and a report dated January 28, 1997,December 17, 1998,
reported unaudited consolidated financial results for the year
ended December 31, 1996.
- 47 -estimated adverse effects on fourth quarter 1998 earnings.
OE, CEI, TE and Penn
--------------------
None
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Ohio Edison Company:FirstEnergy Corp.:
We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements included in
Ohio Edison Company'sFirstEnergy Corp.'s Annual Report to Stockholders incorporated by
reference in this Form 10-K and have issued our report thereon dated
February 7, 1997.12, 1999. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule of
consolidated valuation and qualifying accounts listed in Item 14 is
the responsibility of the Company's management and is presented for
the purpose of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein
in relation to the basic consolidated financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
February 7, 1997
- 48 -12, 1999
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Ohio Edison Company:
We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements included in
Ohio Edison Company's Annual Report to Stockholders incorporated by
reference in this Form 10-K and have issued our report thereon dated
February 12, 1999. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule of
consolidated valuation and qualifying accounts listed in Item 14 is
the responsibility of the Company's management and is presented for
the purpose of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein
in relation to the basic consolidated financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
February 12, 1999
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of The Cleveland Electric
Illuminating Company:
We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements included in
The Cleveland Electric Illuminating Company's Annual Report to
Stockholders incorporated by reference in this Form 10-K and have
issued our report thereon dated February 12, 1999. Our audit was made
for the purpose of forming an opinion on those statements taken as a
whole. The schedule of consolidated valuation and qualifying accounts
listed in Item 14 is the responsibility of the Company's management
and is presented for the purpose of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein
in relation to the basic consolidated financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
February 12, 1999
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of The Toledo Edison
Company:
We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements included in
The Toledo Edison Company's Annual Report to Stockholders
incorporated by reference in this Form 10-K and have issued our
report thereon dated February 12, 1999. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole.
The schedule of consolidated valuation and qualifying accounts listed
in Item 14 is the responsibility of the Company's management and is
presented for the purpose of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein
in relation to the basic consolidated financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
February 12, 1999
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Pennsylvania Power
Company:
We have audited, in accordance with generally accepted
auditing standards, the financial statements included in Pennsylvania
Power Company's Annual Report to Stockholders incorporated by
reference in this Form 10-K and have issued our report thereon dated
February 12, 1999. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule of
valuation and qualifying accounts listed in Item 14 is the
responsibility of the Company's management and is presented for the
purpose of complying with the Securities and Exchange Commission's
rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as
a whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
February 12, 1999
SCHEDULE II
OHIO EDISON COMPANYFIRSTENERGY CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 19951998, 1997 AND 19941996
Additions
-------------------------------------------------
Charged
Charged
(Credited) (Credited)
Beginning toCharged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- ---------- ------------------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 1998:
Accumulated provision for
uncollectible accounts - customers $5,618 $28,984 $2,290 (a) $30,495 (b) $ 6,397
====== ======= ====== ======= =======
- other $4,026 $45,836 $ 42 (a) $ 3,653 (b) $46,251
====== ======= ====== ======= =======
Year Ended December 31, 1997:
Accumulated provision for
uncollectible accounts - customers $2,306 $13,565 $2,277 (a) $12,530 (b) $ 5,618
====== ======= ====== ======= =======
- other $ -- $ 941 $4,808 (c) $ 1,723 $ 4,026
====== ======= ====== ======= =======
Year Ended December 31, 1996:
Accumulated provision for
uncollectible accounts - $2,528 $6,949 $2,008(a) $9,179(b) $2,306$2,008 (a) $ 9,179 (b) $ 2,306
====== ====== ====== ====== ======
Year Ended December 31, 1995:
Accumulated provision for
uncollectible accounts $2,517 $5,236 $1,836(a) $7,061(b) $2,528
====== ====== ====== ====== ======
Year Ended December 31, 1994:
Accumulated provision for
uncollectible accounts $6,907 $ (32)(c) $1,998(a) $6,356(b) $2,517
====== ====== ====== ====== ============= =======
- -------------------------------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
(c) Includes $4,136,000 reversalthe $4,026,000 effect of bad debt expense duethe FirstEnergy merger on November 8, 1997.
SCHEDULE II
OHIO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Additions
--------------------
Charged
Beginning Charged to PUCO authorizationOther Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 1998:
Accumulated provision for
automatic surcharge recovery.uncollectible accounts $5,618 $ 7,933 $2,290 (a) $9,444 (b) $6,397
====== ======= ====== ====== ======
Year Ended December 31, 1997:
Accumulated provision for
uncollectible accounts $2,306 $10,979 $2,277 (a) $9,944 (b) $5,618
====== ======= ====== ====== ======
Year Ended December 31, 1996:
Accumulated provision for
uncollectible accounts $2,528 $ 6,949 $2,008 (a) $9,179 (b) $2,306
====== ======= ====== ====== ======
- -------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
SCHEDULE II
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Additions
--------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 1998:
Accumulated provision for
uncollectible accounts $1,226 $ (16) $ 42 (a) $ 761 (b) $ 491
====== ======= ====== ======= ======
Year Ended December 31, 1997:
Accumulated provision for
uncollectible accounts:
Nov. 8 - Dec. 31, 1997 $1,226 $ 2,331 $ 216 (a) $ 2,547 (b) $1,226
====== ======= ====== ======= ======
- -------------------------------------------------------------------------------------------------------
Jan. 1 - Nov. 7, 1997 $ 58 $12,853 $1,366 (a) $13,051 (b) $1,226
====== ======= ====== ======= ======
Year Ended December 31, 1996:
Accumulated provision for
uncollectible accounts $2,326 $14,872 $1,353 (a) $18,493 (b)(c) $ 58
====== ======= ====== ======= ======
- -------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
(c) Sale of retail customer accounts receivable net of Accumulated Provision for Uncollectible
Accounts.
SCHEDULE II
THE TOLEDO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Additions
--------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 1998:
Accumulated provision for
uncollectible accounts $2,800 $ 192 $ -- $2,892 (b) $ 100
====== ====== ====== ====== ======
Year Ended December 31, 1997:
Accumulated provision for
uncollectible accounts:
Nov. 8 - Dec. 31, 1997 $2,800 $1,196 $ 566 (a) $1,762 (b) $2,800
====== ====== ====== ======= ======
- ----------------------------------------------------------------------------------------------------
Jan. 1 - Nov. 7, 1997 $ 100 $9,367 $1,797 (a) $8,464 (b) $2,800
====== ====== ====== ======= ======
Year Ended December 31, 1996:
Accumulated provision for
uncollectible accounts $1,046 $6,223 $1,879 (a) $ 9,048 (b)(c) $ 100
====== ====== ====== ======= ======
- -------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
(c) Sale of retail customer accounts receivable net of Accumulated Provision for Uncollectible
Accounts.
SCHEDULE II
PENNSYLVANIA POWER COMPANY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Additions
--------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 1998:
Accumulated provision for
uncollectible accounts $3,609 $1,242 $409 (a) $1,661 (b) $3,599
====== ====== ==== ====== ======
Year Ended December 31, 1997:
Accumulated provision for
uncollectible accounts $ 569 $4,409 $397 (a) $1,766 (b) $3,609
====== ====== ==== ====== ======
Year Ended December 31, 1996:
Accumulated provision for
uncollectible accounts $ 563 $1,308 $362 (a) $1,664 (b) $ 569
====== ====== ==== ====== ======
- -------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
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.
FIRSTENERGY CORP.
BY /s/ W. R. Holland
--------------------------
W. R. Holland
Chairman of the Board
and Chief Executive Officer
Date: March 16, 1999
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:
/s/ W. R. Holland /s/ H. P. Burg
- 49------------------------------ ----------------------------------
W. R. Holland H. P. Burg
Chairman of the Board President and Chief Operating
and Chief Executive Officer Officer and Director
and Director (Principal
Executive Officer)
/s/ Richard H. Marsh /s/ Harvey L. Wagner
- --------------------------------- ----------------------------------
Richard H. Marsh Harvey L. Wagner
Vice President and Chief Controller
Financial Officer (Principal Accounting Officer)
(Principal Financial Officer)
/s/ Glenn H. Meadows
- --------------------------------- ----------------------------------
Carol A. Cartwright Glenn H. Meadows
Director Director
/s/ William F. Conway /s/ Paul J. Powers
- --------------------------------- ----------------------------------
William F. Conway Paul J. Powers
Director Director
/s/ Robert B. Heisler, Jr. /s/ Robert C. Savage
- --------------------------------- ----------------------------------
Robert B. Heisler, Jr. Robert C. Savage
Director Director
/s/ Robert L. Loughhead /s/ George M. Smart
- --------------------------------- ----------------------------------
Robert L. Loughhead George M. Smart
Director Director
/s/ Russell W. Maier /s/ Jesse T. Williams, Sr.
- --------------------------------- ----------------------------------
Russell W. Maier Jesse T. Williams, Sr.
Director Director
Date: March 16, 1999
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.
OHIO EDISON COMPANY
BY /s/ W. R. Holland
--------------------------------
W. R. Holland
Chairman of the Board
and Chief Executive OfficerH. P. Burg
---------------------------------
H. P. Burg
President
Date: March 26, 199716, 1999
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:
/s/ H. P. Burg /s/ R. H. Marsh
- --------------------------------- ----------------------------------
H. P. Burg R. H. Marsh
President and Director Vice President
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ W. R. Holland
- --------------------------------- ----------------------------------
Harvey L. Wagner W. R. Holland
Controller Director
(Principal Accounting Officer)
/s/ Anthony J. Alexander
- ---------------------------------
Anthony J. Alexander
Director
Date: March 16, 1999
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.
THE CLEVELAND ELECTRIC
ILLUMINATING COMPANY
BY /s/ H. P. Burg
---------------------------------
H. P. Burg
President
Date: March 16, 1999
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:
/s/ H. P. Burg /s/ R. H. Marsh
- ----------------------------- ----------------------------------------------------------------- ----------------------------------
H. P. Burg R. H. Marsh
President and Director Vice President
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ W. R. Holland
- --------------------------------- ----------------------------------
Harvey L. Wagner W. R. Holland
Controller Director
(Principal Accounting Officer)
/s/ Anthony J. Alexander
- ---------------------------------
Anthony J. Alexander
Director
Date: March 16, 1999
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.
THE TOLEDO EDISON COMPANY
BY /s/ H. P. Burg
----------------------------------
H. P. Burg
President
Date: March 16, 1999
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:
/s/ H. P. Burg /s/ R. H. Marsh
- --------------------------------- ----------------------------------
H. P. Burg R. H. Marsh
President and Director Vice President
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ W. R. Holland
- --------------------------------- ----------------------------------
Harvey L. Wagner W. R. Holland
Controller Director
(Principal Accounting Officer)
/s/ Anthony J. Alexander
- ---------------------------------
Anthony J. Alexander
Director
Date: March 16, 1999
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.
PENNSYLVANIA POWER COMPANY
BY /s/ Willard R. Holland
------------------------------------
Willard R. Holland
Chairman of the Board President and Chief
and
Chief Executive Officer
OperatingDate: March 16, 1999
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:
/s/ Willard R. Holland /s/ Richard H. Marsh
- --------------------------------- ----------------------------------
Willard R. Holland Richard H. Marsh
Chairman of the Board and Vice President
Chief Executive Officer and
and Director (Principal DirectorFinancial Officer)
(Principal Executive Officer)
Financial Officer and
Principal/s/ Harvey L. Wagner /s/ H. Peter Burg
- --------------------------------- ----------------------------------
Harvey L. Wagner H. Peter Burg
Comptroller Director
(Principal Accounting Officer)
/s/Glenn H. Meadows Anthony J. Alexander
- ----------------------------- ---------------------------------
Donald C. Blasius Glenn H. Meadows
Director Director
/s/Robert M. Carter /s/PaulAnthony J. Powers
- ----------------------------- ---------------------------------
Robert M. Carter Paul J. Powers
Director Director
/s/Carol A. Cartwright /s/Charles W. Rainger
- ----------------------------- --------------------------------
Carol A. Cartwright Charles W. Rainger
Director Director
- 50 -
/s/R. L. Loughhead /s/George M. Smart
- ---------------------------- ---------------------------------
R. L. Loughhead George M. Smart
Director Director
/s/Russell W. Maier /s/Jesse T. Williams, Sr.
- ---------------------------- ---------------------------------
Russell W. Maier Jesse T. Williams, Sr.
DirectorAlexander
Director
Date: March 26, 1997
- 51 -16, 1999