SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to 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, Ohio 44308
Telephone (800)736-3402
1-2578 OHIO EDISON COMPANY 34-0437786
(An Ohio Corporation)
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2323 THE CLEVELAND ELECTRIC
ILLUMINATING COMPANY 34-0150020
(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 Castle, Pennsylvania 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)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes X No
State the aggregate market value of the voting stock held
by non-affiliates of the registrant: $6,831,426,606 as of March
6, 1998. Indicate the number of shares outstanding of each of
the registrant's classes of common stock, as of the latest
practicable date:
OUTSTANDING
CLASS AT MARCH 26, 1998
----- -----------------
FirstEnergy Corp., $.10 par value 230,207,141
Ohio Edison Company, $9 par value 100
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 INCORPORATED
-------- ----------------------------
FirstEnergy Corp. Annual Report
to Stockholders for
the fiscal year ended
December 31, 1997 (Pages 16-38) Part II
Proxy Statement for 1998 Annual
Meeting of Stockholders
to be held April 30, 1998 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 Company Cumulative Preferred
Stock, $100 par value
3.90% Series All series
4.40% Series registered on New
4.44% Series York Stock
4.56% Series Exchange and
Chicago Stock
Exchange
Cumulative Preferred
Stock, $25 par value
7.75% Series Registered on New
York
Stock Exchange and
Chicago Stock
Exchange
The Cleveland
Electric Cumulative Serial
Illuminating Preferred Stock,
Company without par value:
$7.40 Series A All series
$7.56 Series B registered on New
Adjustable Rate, York Stock
Series L Exchange
Depositary Shares:
1993 Series A,
each share New York Stock
representing 1/20 of Exchange
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
Company Stock, par value
$100 per share: All series
4-1/4% Series registered on
8.32% Series American Stock
7.76% Series Exchange
10% Series
Cumulative Preferred
Stock, par value
$25 per share:
8.84% Series All series
$2.365 Series registered on
Adjustable Rate, New York Stock
Series A Exchange
Adjustable Rate,
Series B
First Mortgage Bonds:
7-1/2% Series All series
due 2002 registered on
8% Series New York Stock
due 2003 Exchange
Pennsylvania Power Cumulative Preferred
Company Stock, $100 par value:
4.24% Series All series
4.25% Series registered on
4.64% Series Philadelphia
7.64% Series Stock Exchange,
8.00% Series Inc.
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 1
The Company 1
Utility Regulation 1
PUCO Rate Matters 2
PPUC Rate Matters 3
FERC Rate Matters 3
Fuel Recovery Procedures 3
Capital Requirements 4
Central Area Power Coordination Group 6
Nuclear Regulation 7
Nuclear Insurance 7
Environmental Matters 9
Air Regulation 9
Water Regulation 10
Waste Disposal 10
Summary 10
Fuel Supply 11
System Capacity and Reserves 12
Regional Reliability 12
Competition 13
Research and Development 13
Executive Officers 14
Item 2. Properties 15
Item 3. Legal Proceedings 16
Item 4. Submission of Matters to a
Vote of Security Holders 16
Part II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 16
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 16
Item 8. Financial Statements and Supplementary Data 17
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure 17
Part III
Item 10. Directors and Executive Officers of the
Registrant 17
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial
Owners and Management 23
Item 13. Certain Relationships and Related Transactions 24
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 24
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 (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." Nearly
all of the Company's consolidated operating revenues are derived
from electric service provided by its utility operating
subsidiaries. In addition, the Company holds all of the
outstanding common stock of its other seven direct subsidiaries,
FirstEnergy Services Corp. (whose subsidiaries include Roth
Bros., Inc., a major provider of energy equipment, management and
control systems), Centerior Service Company (CSC), Centerior
Properties Company, Centerior Enterprises Corporation,
FirstEnergy Trading and Power Marketing, Inc., FirstEnergy
Telecom Corp., 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 5,577,000.
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. OE also has ownership interests in certain
generating facilities located in the Commonwealth of
Pennsylvania. OE 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 OE's service area and transmission
services to certain rural cooperatives. OE also engages in the
sale, purchase and interchange of electric energy with other
electric companies. The area it serves has a population of
approximately 2,542,000.
OE owns all of the outstanding common stock of Penn, a
Pennsylvania corporation, which furnishes electric service to
communities in a 1,500 square mile area of western Pennsylvania.
Penn also provides transmission services and electric energy for
resale to certain municipalities in Pennsylvania. The area served
by Penn has a population of approximately 343,000.
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 2,007,000.
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 685,000.
Utility Regulation
The Companies are subject to broad regulation as to
rates and other matters by the Public Utilities Commission of
Ohio (PUCO) and the 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 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)(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
utilities to offer comparable services on a nondiscriminatory
basis. The FirstEnergy system has such an open access tariff
currently in effect (see "FERC Rate Matters").
PUCO Rate Matters
OE's Rate Reduction and Economic Development Plan was
approved by the PUCO in 1995 and a Rate Reduction and Economic
Development Plan for CEI and TE was approved in January 1997.
These plans are designed to enhance and accelerate economic
development within the Companies' Ohio service areas and to
assure the Companies' customers in those service areas of long-
term competitive pricing for energy services.
These plans initially maintain current base electric
rates for OE, 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 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 plan period. The plans also established
revised fuel recovery rate formulas which eliminated the
automatic pass-through of fuel costs to their retail customers
(see "Fuel Recovery Procedures").
All of OE's regulatory assets and CEI's and TE's
regulatory assets related to their nonnuclear operations are
being recovered under provisions of these plans. In addition, the
PUCO has authorized OE to recognize additional capital recovery
related to its generating assets (which is reflected as
additional depreciation expense) and additional amortization of
regulatory assets during the plan period of at least $2 billion
more than the amount that would have been recognized if OE's plan
were not in effect. These additional amounts are being recovered
through current rates. 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
FirstEnergy merger; these fair value adjustments recognized for
financial reporting purposes will ultimately satisfy the asset
reduction commitments of at least $1.4 billion for CEI and $0.6
billion for TE contained in the CEI 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 they continue
the application of 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 do not expect any
changes in Ohio regulation to be effective within the next two
years and cannot assess what the ultimate impact may be. CEI's
and TE's plan does not provide for full recovery of their nuclear
operations. As a result, in 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
Penn's Rate Stability and Economic Development Plan was
approved by the PPUC in the second quarter of 1996. This plan
initially maintains current base electric rates for Penn through
June 20, 2006 and revised its fuel recovery method (see "Fuel
Recovery Procedures"). All of Penn's regulatory assets are being
recovered under provisions of the plan. In addition, the PPUC has
authorized Penn to recognize additional capital recovery related
to its generating assets (which is reflected as additional
depreciation expense) and additional amortization of regulatory
assets during the plan period of at least $358 million more than
the amounts that would have been recognized if the plan were not
in effect. These additional amounts are being recovered through
current rates.
In December 1996, Pennsylvania enacted "The Electricity
Generation Customer Choice and Competition Act," which permitted
customers, including Penn's customers, to choose their electric
generation supplier, while transmission and distribution services
will continue to be supplied by their current providers. In
accordance with this law, on September 30, 1997, Penn filed a
restructuring plan with the PPUC. The plan describes how Penn
will restructure its rates and provide customers with direct
access to alternative electricity suppliers; customer choice is
to be phased in over three years beginning in 1999, after
completion of a two-year pilot program. Penn will continue to
deliver power to homes and businesses through its transmission
and distribution system, which remains regulated by the PPUC.
Penn also plans to sell electricity and energy-related services
in its own territory and throughout Pennsylvania as an
alternative supplier through its nonregulated subsidiary, Penn
Power Energy, Inc. Through the restructuring plan, Penn is
seeking recovery of $293 million of stranded costs through a
competitive transition charge starting in 1999 and ending in
2005, which is consistent with Penn's regulatory plan. The PPUC
plans to hold public hearings on Penn's restructuring plan early
in 1998. Based on the changing regulatory environment in
Pennsylvania, Penn is expected to discontinue its application of
SFAS 71 for its generation operations, possibly as early as 1998.
The impact of Penn discontinuing SFAS 71 is not expected to be
material. However, Penn believes that this legislation will
continue to provide for cost recovery in a manner which meets the
criteria for application of SFAS 71 for all non-generation
operations as described above.
FERC Rate Matters
Rates for wholesale customers are regulated by the
FERC. The FirstEnergy merger was approved by the FERC on 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 late 1998.
Fuel Recovery Procedures
In accordance with their respective plans, OE's, CEI's
and TE's fuel recovery rates have been frozen, subject only to
limited periodic adjustments. The respective 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
Electric Fuel Component (EFC) rate.
Furthermore, for the period through 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 97% of the average fuel cost rate
of these companies. The average fuel cost rate for these
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.
After January 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 plan, Penn eliminated its energy cost rate
for the recovery of fuel and net purchased power costs as a
separate component of customer charges. Energy costs were rolled
into Penn's base electric rates at their projected 1996-1997
level.
Capital Requirements
The Companies' respective total 1997 construction
costs, excluding nuclear fuel, 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 1998 -2002, such construction costs related to their
regulated businesses are also shown on the following table. The
Company also expects to invest approximately $300 million during
1998-2002 ($65 million in 1998) relating to various nonregulated
business ventures. See "Environmental Matters" below with regard
to possible environment-related expenditures not included in this
estimate.
1997 1998-2002 Construction Forecast
Actual ----------------------------------
------ 1998 1999-2002 Total
---- --------- -----
(In millions)
OE $107 $147 $363 $ 510
Penn 15 18 72 90
CEI 135 * 105 325 430
TE 52 * 50 150 200
---- ---- ------
Total $320 $910 $1,230
* Includes CEI's and TE's costs of approximately $17 million
and $13 million, respectively, for the period from the
November 8, 1997 merger date to December 31, 1997.
During the 1998 -2002 period, maturities of, and
sinking fund requirements for, long-term debt and preferred stock
of the Companies are:
Preferred Stock and Long-Term Debt
1998-2002 Redemption Schedule
----------------------------------
1998 1999-2002 Total
---- --------- -----
(In millions)
OE $166 $901 $1,067
Penn 1 27 28
CEI 81 775 856
TE 40 402 442
---- ------ ------
Total $288 $2,105 $2,393
OE's and Penn's nuclear fuel purchases are financed
through OES Fuel (a wholly owned subsidiary of OE) commercial
paper and loans, both of which are supported by a $225 million
long-term bank credit agreement. CEI 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 1998 -2002 period are represented in the
following table. The table also shows the Companies' net
operating lease commitments for the 1998-2002 period. The
Companies recover the cost of nuclear fuel consumed and operating
leases through their electric rates.
Nuclear Fuel 1998-2002 Forecasts
----------------------------------------------- Net Operating Lease Commitments
New Investments Fuel Burn 1998-2002 Schedule
----------------------- ---------------------- ---------------------------------
1998 1999-2002 Total 1998 1999-2002 Total 1998 1999-2002 Total
---- --------- ----- ---- --------- ----- ---- --------- -----
(In millions)
OE $24 $145 $169 $34 $116 $150 $83 $358 $441
Penn 2 35 37 7 25 32 -- 1 1
CEI 32 140 172 41 72 113 25 142 167
TE 27 113 140 30 55 85 81 351 432
--- ---- ---- ---- ---- ---- ---- ---- ------
Total $85 $433 $518 $112 $268 $380 $189 $852 $1,041
Short-term borrowings outstanding at December 31, 1997,
consisted of $182.2 million of OE's bank borrowings and $120.0
million of OES Capital, Incorporated commercial paper. OES
Capital is a wholly owned subsidiary of OE 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 Company and its
utility operating subsidiaries also had $162 million (Company-
$125 million, OE-$35 million and Penn-$2 million) available under
revolving lines of credit as of December 31, 1997. The Company
plans to transfer any of its borrowings under its $125 million
line of credit to CEI and/or TE. In addition, $26 million (OE-$14
million and Penn-$12 million) was available through bank
facilities that provide for borrowings on a short-term basis at
the banks' discretion.
Based on their present plans, the Companies could
provide for their cash requirements in 1998 from the following
sources: funds to be received from operations; available cash and
temporary cash investments (approximate amounts as of December
31, 1997: Company's nonutility subsidiaries-$37 million, OE-$4
million, Penn-$1 million, CEI-$34 million and TE-$22 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. Under 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 $350 million. OE is currently able to issue
$1.05 billion 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 $248 million principal amount of first mortgage bonds, with
up to $111 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.
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 1997 and at an assumed
dividend rate of 8.5%, OE and Penn would be permitted, under the
earnings coverage test contained in their respective charters, to
issue at least $1.3 billion and $107 million of preferred stock,
respectively. Based on its 1997 earnings, TE could not issue
additional preferred stock. There are no restrictions on CEI's
ability to issue preferred 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 preferred or and 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 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, which consists
of the Companies and Duquesne Light Company (Duquesne), 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, 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 OE 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. CEI has such
responsibilities for Perry and Eastlake Unit 5, Duquesne is
responsible for Beaver Valley Units 1 and 2, TE is responsible
for Davis-Besse, OE for Sammis Unit 7 and Penn for Bruce
Mansfield Units 1, 2 and 3. The Companies monitor activities in
connection with Beaver Valley Units 1 and 2 but must rely to a
significant degree on Duquesne for necessary information. The
Companies in their oversight role as a practical matter cannot be
privy to every detail; it is Duquesne that must directly
supervise activities and then exercise its reporting
responsibilities to the co-owners. The Companies critically
review the information given to it by Duquesne, but they cannot
be absolutely certain that things they would have considered
significant have been reported or that they 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 Companies becomes aware of
their significance.
Nuclear Regulation
The construction and operation of nuclear generating
units are subject to the regulatory jurisdiction of the Nuclear
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.
Davis-Besse was placed in commercial operation in 1977, and its
operating license expires in 2017. Beaver Valley Unit 1 was
placed in commercial operation in 1976, and its opening license
expires in 2016. Perry Unit 1 and Beaver Valley Unit 2 were
placed in commercial operation in 1987, and 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 Beaver Valley, Davis-Besse and 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 currently
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 currently 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 billion (assuming 110 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 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
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 liabilities arising out of the incident. Based
on their present ownership and leasehold interests in Beaver
Valley, Perry and Davis-Besse, the Companies' maximum potential
assessment under these provisions (assuming the other co-owner
were to contribute its proportionate share of any assessments
under the retrospective rating plan) would be $257.7 million (OE-
$84.8 million, Penn-$18.0 million, CEI-$84.8 million and TE-$70.1
million) per incident but not more than $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
Beaver Valley, Perry and Davis-Besse, which provide an aggregate
indemnity of up to approximately $809 million (OE-$180 million,
Penn-$53 million, CEI-$316 million and TE-$260 million) for
replacement power costs incurred during an outage after an
initial 21-week (17 weeks for Davis-Besse) 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 $7.2 million (OE-$1.8 million,
Penn-$.5 million, CEI-$2.7 million and TE-$2.2 million).
The Companies are insured as to their respective
interests in Beaver Valley, Perry and Davis-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 Beaver Valley, Perry and Davis-Besse. The Companies
pay annual premiums for this coverage and are liable for
retrospective assessments of up to approximately $29.4 million
(OE-$8.9 million, Penn-$1.8 million, CEI-$10.3 million and TE-
$8.4 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 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 $50
million, which is included in the construction estimate given
under "Capital Requirements" for 1998 through 2002.
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 OE'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 year 1999
will be achieved by burning lower-sulfur fuel, generating more
electricity from lower-emitting plants, and/or purchasing
emission allowances. Plans for complying with reductions required
for the year 2000 and thereafter have not been finalized. EPA is
conducting additional studies which could indicate the need for
additional NOx reductions from the Companies' Pennsylvania
facilities by the year 2003. In addition, the EPA is also
considering the need for additional NOx reductions from the
Companies' Ohio facilities. On November 7, 1997, the EPA proposed
uniform reductions of NOx emissions across a region of twenty-two
states, including Ohio and the District of Columbia (NOx
Transport Rule) after determining that such NOx emissions are
contributing significantly to ozone pollution in the eastern
United States. 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. A
December 1997 EPA Memorandum of Agreement proposes to finalize
the NOx Transport Rule by September 30, 1998, and establishes a
schedule for EPA action on the Section 126 petitions. The cost of
such reductions, if required, may be substantial. The Companies
continue to evaluate their compliance plans and other compliance
options.
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 Companies cannot predict what action the EPA may take
in the future with respect to proposed regulations or the interim
enforcement policy.
In July 1997, EPA promulgated changes in the National
Ambient Air Quality Standard (NAAQS)for ozone and proposed a new
NAAQS for previously unregulated ultra-fine particulate matter.
The cost of compliance with these regulations may be substantial
and depends on the manner in which they are implemented by the
states in which the Companies operate 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. Certain 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.
OE,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. Allegations that the
Companies disposed of hazardous substances at historical sites
and the liability involved, are often unsubstantiated and subject
to dispute. 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 $5.9 million at December 31, 1997
based on estimates of the costs of cleanup and the proportionate
responsibility of other PRPs for such costs. OE, 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 access denial to the 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 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 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
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 1997 were:
Coal Nuclear
---- -------
OE 76.5% 23.5%
Penn 73.8% 26.2%
CEI 63.0% 37.0%
TE 43.0% 57.0%
The Companies have long-term coal contracts providing
for annual tons of approximately: OE - 6,400,000; Penn -
1,248,000; CEI - 3,900,000; and TE-1,100,000. These contracts
include the Companies' portion of the coal purchase contract
relating to the Bruce Mansfield Plant discussed 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 December 31, 2003.
The Companies estimate their 1998 coal requirements to
be approximately 18,646,000 tons (including their respective
shares of the coal requirements of CAPCO's Eastlake Unit 5,
Sammis Unit 7 and the Bruce Mansfield Plant). See "Environmental
Matters" for factors pertaining to meeting environmental
regulations affecting coal-fired generating units.
The Companies have each severally guaranteed (OE's,
CEI's, TE's and Penn'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 "Commitments, Guarantees and
Contingencies" notes to the respective financial statements). As
of December 31, 1997, the Companies' shares of the guarantees
were $66.1 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.
The Companies' fuel costs (excluding disposal costs)
for each of the five years ended December 31, 1997, were as
follows:
1997 1996 1995 1994 1993
Cost of fuel consumed
per million BTUs:
Coal: OE $1.31 $1.33 $1.37 $1.36 $1.37
Penn 1.27 1.31 1.30 1.34 1.37
CEI 1.41 1.50 1.56 1.50 1.40
TE 1.54 1.79 1.86 1.76 1.82
Nuclear: OE $ .58 $ .66 $ .79 $ .94 $1.04
Penn .61 .64 .77 .88 .97
CEI .76 .84 .98 .98 1.02
TE .66 .74 .91 .92 .95
Average fuel cost per
kilowatt-hour
generated (cents):
OE 1.17 1.20 1.27 1.31 1.36
Penn 1.17 1.15 1.20 1.29 1.36
CEI 1.23 1.35 1.42 1.35 1.37
TE 1.06 1.26 1.32 1.35 1.42
OES Fuel is the sole lessor for OE's and Penn's nuclear
fuel requirements (see "Capital Requirements" and Note 4G of
Notes to OE's Consolidated Financial Statements). Nuclear fuel is
currently financed for CEI and TE through leases with a special-
purpose corporation.
OE, Penn and OES Fuel have contracts for the supply of
uranium sufficient to meet projected needs through 2000 and
conversion services sufficient to meet projected needs through
2001. Fabrication services for fuel assemblies have been
contracted by the CAPCO companies for the next four reloads for
Beaver Valley Unit 1, three reloads for Beaver Valley Unit 2
(through approximately 2003 and 2002, respectively), the next two
reloads for Perry (through approximately 2001), and the next four
reloads for Davis-Besse (through approximately 2004). The
Companies have a contract with U.S. Enrichment Corporation for
the majority of their enrichment requirements for nuclear fuel
through 2014.
Prior to the expiration of existing commitments, the
Companies intend to make additional arrangements for the supply
of uranium and for the subsequent conversion, enrichment,
fabrication, reprocessing and/or waste disposal services, the
specific prices and availability of which are not known at this
time. 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 based on the assumption that spent
fuel will not be reprocessed. On-site spent fuel storage
facilities for Perry and Davis-Besse, are expected to be adequate
through 2010 and 2017, respectively; facilities at Beaver Valley
Units 1 and 2 are expected to be adequate through 2011 and 2005,
respectively. 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 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, CEI and
TE have each previously entered into contracts with the U.S.
Department of Energy (DOE) for the disposal of spent fuel from
Beaver Valley, Perry, and Davis-Besse, respectively. On December
17, 1996, the 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). As a result, 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 respective 1997 net maximum hourly demand on each
of the Companies was OE-5,389,000 kilowatts (kW) (including
387,000 kW of firm power sales which extend through 2005 as
discussed under "Competition") on June 25, 1997; Penn-836,000 kW
(including 63,000 kW of firm power sales) on June 25, 1997; CEI-
3,955,000 kW on June 25, 1997; and TE-1,813,000 kW on July 14
1997.
Based on existing capacity plans, the load forecast
made in December 1997 and anticipated term power sales to other
utilities, the capacity margins during the 1998-2002 period are
expected to range from about 8% to 10% for the FirstEnergy
system.
Regional Reliability
The Companies participate with 24 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, which allows residents to
choose their electric generation supplier (see "Utility
Regulation--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 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. On January
6, 1998, the co-chairs of the Ohio General Assembly's Joint
Select Committee on Electric Industry Deregulation released their
draft report of a plan which proposes to give customers a choice
from whom they buy electricity beginning January 1, 2000. No
consensus has been reached by the full Committee; in the
meantime, legislation consistent with the co-chairs' draft report
may be introduced into the General Assembly by one or both of the
co-chairs.
In an effort to more fully utilize their facilities and
hold down rates to their other customers, OE and Penn have
entered into a long-term power sales agreement with another
utility. Currently, OE and Penn are selling 450,000 kW annually
under this contract through December 31, 2005. OE and Penn have
the option to reduce this commitment by 150,000 kW, with three
years' advance notice.
Research and Development
The Companies 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 1997, approximately 69%
of the Companies' 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.
Position Held During
Name Age Past Five Years Dates
- --------------- --- -------------------------------------------------------- ------------
W. R. Holland 61 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 1993-1996
President and Chief Operating Officer-OE *-1993
H. P. Burg 51 President and Chief Financial Officer 1997-present
President, Chief Operating Officer and Chief Financial
Officer-OE 1996-1997
Senior Vice President and Chief Financial Officer-OE *-1996
A. J. Alexander 46 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 55 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 1993-1994
Manager-Youngstown Division-OE *-1993
M. B. Carroll 46 Vice President - Corporate Affairs 1997-present
Manager - Sandusky Area-OE 1994-1997
Director, Communications and Mission
Services - Providence Hospital *-1994
D. S. Elliott 43 Vice President - Sales and Marketing 1997-present
Manager - FirstEnergy Services - OE 1997
Manager - Eastern Division - OE 1996-1997
Manager - Youngstown Division - OE 1993-1996
Manager - Customer Accounts - OE * 1993
A. R. Garfield 59 Vice President - Business Development 1997-present
Vice President - System Operations - OE *-1997
J. A. Gill 60 Vice President - Administrative Services 1997-present
Vice President - Administration - OE *-1997
R. H. Marsh 47 Vice President - Finance 1997-present
Treasurer - OE *-1997
G. L. Pipitone 48 Vice President - Fossil Production 1997-present
Vice President - Generation and Transmission - OE 1996-1997
Manager - Akron Division - OE 1993-1996
Manager - Production Dept. - OE *-1993
S. F. Szwed 45 Vice President - Transmission 1997-present
Vice President - Engineering & Planning - CSC 1995-1997
Director - System Planning & Operations - CSC 1993-1995
Director - System Planning - CSC *-1993
N. C. Ashcom 50 Corporate Secretary 1997-present
Secretary - OE 1994-1997
Assistant Secretary - OE *-1994
T. F. Struck II 54 Treasurer 1997-present
Assistant Treasurer and Assistant Secretary - OE 1994-1997
Assistant Treasurer - OE *-1994
H. L. Wagner 45 Controller 1997-present
Comptroller - OE *-1997
<FN>
Except for W. R. Holland, M. B. Carroll and D. S. Elliott, the officers above hold the same offices for
FirstEnergy, OE, CEI and TE.
*Indicates position held at least since January 1, 1993.
At December 31, 1997, the Company's nonutility
subsidiaries and the Companies had a total of 10,020 employees
consisting of the following: OE-3,218, CEI - 3,162, TE - 1,532,
Penn - 997 and CSC - 1,111 employees.
ITEM 2. 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 "Leases" and "Capitalization"
notes to the respective financial statements for information
concerning leases and financing encumbrances affecting certain of
the Companies' properties.
The Companies own, individually or together with other
companies as tenants in common, and/or lease, the generating
units in service as of March 1, 1998, shown on the table below.
Net Demonstrated
Capacity (kW)
------------------ OE Penn CEI TE
Companies' -------------- ---------------- -------------------- ---------------
Unit Total Entitlement % kW % kW % kW % kW
---- ----- ----------- - -- - -- - -- - --
Plant - Location
- ----------------
Coal-Fired Units
- ----------------
Ashtabula- 5 244,000 244,000 -- -- -- -- 100.00% 244,000 -- --
Ashtabula, OH
Avon Lake- 9 596,000 596,000 -- -- -- -- 100.00% 596,000 -- --
Avon Lake, OH
Bay Shore- 1-4 631,000 631,000 -- -- -- -- -- -- 100.00% 631,000
Toledo, OH
R. E. Burger- 3-5 406,000 406,000 100.00% 406,000 -- -- -- -- -- --
Shadyside, OH
Eastlake-Eastlake, OH 1-4 636,000 636,000 -- -- -- 100.00% 636,000 -- --
5 597,000 411,000 -- -- -- -- 68.80% 411,000 -- --
Lakeshore- 18 245,000 245,000 -- -- -- -- 100.00% 245,000 -- --
Cleveland, OH
B. Mansfield- 1 780,000 552,000 60.00% 468,000 4.20% 33,000 6.50%(b) 51,000 -- --
Shippingport, PA 2 780,000 718,000 39.30% 307,000 6.80% 53,000 28.60%(b) 223,000 17.30%(b) 135,000
3 800,000 690,000 35.60% 285,000 6.28% 50,000 24.47%(b) 196,000 19.91%(b) 159,000
New Castle- 3-5 333,000 333,000 -- -- 100.00% 333,000 -- -- -- --
W.Pittsburg, PA
Niles-Niles, OH 1-2 216,000 216,000 100.00% 216,000 -- -- -- -- -- --
W.H. Sammis- 1-6 1,620,000 1,620,000 100.00% 1,620,000 -- -- -- -- -- --
Stratton, OH 7 600,000 413,000 48.00% 288,000 20.80% 125,000 -- -- -- --
---------- --------- ------- --------- ---------
Total 7,711,000 3,590,000 594,000 2,602,000 925,000
---------- --------- ------- --------- ---------
Nuclear Units
- -------------
Beaver Valley- 1 810,000 425,000 35.00% 283,000 17.50% 142,000 -- -- -- --
Shippingport, PA 2 820,000 707,000 41.88%(a)343,000 -- -- 24.47% 201,000 19.91%(c) 163,000
Davis-Besse- 1 883,000 883,000 -- -- -- -- 51.38% 454,000 48.62% 429,000
Oak Harbor, OH
Perry- 1 1,194,000 1,030,000 30.00%(a)358,000 5.24% 63,000 31.11% 371,000 19.91% 238,000
N. Perry Village, OH
---------- --------- ------- --------- ---------
Total 3,045,000 984,000 205,000 1,026,000 830,000
---------- --------- ------- ---------
Oil/Gas-Fired/
Pumped Storage Units
- --------------------
Edgewater-Lorain, OH 4 100,000 100,000 100.00% 100,000 -- -- -- -- -- --
Seneca-Warren, PA 439,000 351,000 -- -- -- -- 80.00% 351,000 -- --
West Lorain-
Lorain, OH 1 120,000 120,000 100.00% 120,000 -- -- -- -- -- --
Other 303,000 303,000 139,000 25,000 62,000 77,000
---------- --------- ------- --------- --------
Total 874,000 359,000 25,000 413,000 77,000
---------- --------- ------- --------- --------
Total 11,630,000 4,933,000 824,000 4,041,000 1,832,000
========== ========= ======= ========= =========
<FN>
Notes: (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.
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 7,505 miles.
The Companies' electric distribution systems include
55,141 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, substations with a total
installed transformer capacity of 49,286, 125 kilovolt-amperes.
The Companies' transmission lines also interconnect
with those of AEP, The Dayton Power and Light Company, Duquesne,
Monongahela Power Company, West Penn Power Company, Detroit
Edison Company and Pennsylvania Electric Company. These
interconnections make possible utilization by the Companies 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
Systems Lines Capacity
------------ ------------ -----------
(Miles) (kV-amperes)
OE 26,220 3,873 20,603,056
Penn 5,110 606 3,938,069
CEI 23,305 2,351 16,669,000
TE 506 675 8,076,000
------ ----- ----------
Total 55,141 7,505 49,286,125
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information required for this item for FirstEnergy
and OE (through November 7, 1997) is included on page 17 of
FirstEnergy's 1997 Annual Report to Stockholders (Exhibit 13).
The information required for CEI, TE and Penn is not applicable
because they are wholly owned subsidiaries.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by Items 6 through 8 is
incorporated herein by reference to Selected Financial Data,
Management's Discussion and Analysis of Results of Operations and
Financial Condition, and Financial Statements included on the
pages shown in the following table in the respective company's
1997 Annual Report to Stockholders (Exhibit 13).
Item 6 Item 7 Item 8
------ ------ ------
FirstEnergy 17 18-21 16,22-38
OE 1 2-7 8-29
Penn 1 2-4 5-16
CEI 1 2-7 8-30
TE 1 2-7 8-30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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 1998 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- Executive Officers" herein.
OE, CEI and TE
--------------
W. R. Holland, H. P. Burg and A. J. Alexander are the
Directors of OE, CEI, and TE since the Ohio Edison-Centerior
merger. Information concerning these individuals is shown in the
"Executive Officers" section of Item 1.
Penn
----
The present term of office of each Penn director
extends until the next succeeding annual meeting of stockholders
and until his successor is elected and shall qualify.
The Penn executive officers are elected at the annual
organization meeting of the Penn 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.
H. Peter Burg -Age 51
President and Chief Financial Officer of the Company; and
President of OE, CEI and TE since 1997.
President, Chief Operating Officer and Chief Financial Officer
of OE from 1996 to 1997. Senior Vice President and Chief
Financial Officer of OE from 1989 to 1996. President of Penn
from 1994 to 1995. Director of Penn since 1989. Mr. Burg is
also a director of the Company, OE, CEI and TE.
Willard R. Holland -Age 61
Chairman of the Board and Chief Executive Officer of the
Company since 1997.
Chairman of the Board and Chief Executive Officer, and Chief
Financial Officer of Penn, since 1993. Chairman of the Board
and Chief Executive Officer of OE, from 1996 to 1997.
President and Chief Executive Officer of OE, from 1993 to
1996. President and Chief Operating Officer of OE from 1991
to 1993. Director of Penn since 1991. Mr. Holland is also a
director of the Company, OE, CEI, TE and A. Schulman, Inc.
R. Joseph Hrach -Age 49
President of Penn since 1996. Division Manager, Stark Division,
of OE from 1991 to 1996. Director of Penn since 1996.
Joseph J. Nowak -Age 66
Retired. Consultant to Armco Inc. during 1993 and Vice
President during 1992 of Armco Inc., and Executive Vice
President-Operations from 1988 to 1992 of Cyclops Industries,
Inc., manufacturers of steel products. Cyclops Industries, Inc.
merged with Armco Inc. in 1992. Director of Penn since 1982.
Jack E. Reed -Age 55
Vice President of Penn since 1992. Director of Penn since 1992.
Richard L. Werner -Age 66
Retired in 1997 as Chairman of the Board, President, and Chief
Executive Officer of Werner Co., Inc., manufacturer of aluminum
extrusions, ladders and scaffolding. Director of Penn since
1993.
Robert P. Wushinske -Age 58
Secretary and General Counsel of Penn since 1994 and Vice
President and Treasurer of Penn since 1987.
David W. McKean -Age 45
Director, Budget and Financial Reporting Services of the
Company since 1997. Comptroller of Penn since 1992.
ITEM 11. EXECUTIVE COMPENSATION
FirstEnergy - The information required by this item is
incorporated herein by reference to the Company's 1998 Proxy
Statement filed with the SEC pursuant to Regulation 14A.
OE CEI and TE - The information required by this item follows:
SUMMARY EXECUTIVE COMPENSATION TABLE
Annual Compensation
-----------------------------------
Long-Term
Name and Compensation All Other
Principal Position Year Salary Bonus Other Payouts Compensation
------------------ ---- ------ ----- ----- ------------ ------------
H. Peter Burg (1)
President
Anthony J. Alexander (1)
Executive Vice President
and General Counsel
Earl T. Carey (1)
Vice President
John A. Gill (1)
Vice President
Fred J. Lange, Jr. (2) 1997 $222,946 $ 18,000 $0 $ 8,665 $5,241
Vice President 1996 215,020 100,000 0 0 6,447
1995 201,220 0 0 0 6,369
Robert J. Farling (3)
Murray R. Edelman (4) 1997 $265,044 $ 21,204 $0 $15,754 $5,871
1996 265,044 100,000 0 0 6,141
1995 265,044 0 0 0 6,136
<FN>
(1) The compensation of Messrs. Burg, Alexander, Carey and Gill, who are also officers of the Company,
are incorporated herein by reference to the Company's 1998 Proxy Statement filed with the SEC
pursuant to Regulation 14A.
(2) Mr. Lange was Vice President of CEI and President of TE until consummation of the merger in 1997.
His compensation for services rendered in 1997 as Senior Vice President of Centerior Energy
Corporation was comprised of his base salary of $222,946, an incentive award of $18,000 pursuant to
Centerior's Executive Incentive Compensation Plan, and payment of $8,665 for long-term Deferred
Incentive Units issued in 1992. The "All-Other Compensation" amount of $5,241 represents the
portion of premiums for life, accident, personal liability, and supplemental retirement insurance
benefits paid by Centerior to Mr. Lange to the extent those benefits exceeded that which was
uniformly available to salaried employees under Centerior's benefit plans. Mr. Lange also
exercised stock options with respect to 26,250 shares of common stock in 1997, realizing $124,359.
At December 31, 1997, there were 43,450 shares of underlying unexercised options with a value of
$97,136 all of which are exercisable.
(3) Mr. Farling was Chairman of the Board and Chief Executive Officer of CEI and TE in the 1997
pre-merger period. His compensation is incorporated herein by reference to the Company's 1998 Proxy
Statement filed with the SEC pursuant to Regulation 14A..
(4) Mr. Edelman was President of CEI and Vice Chairman of the Board of TE until consummation of merger
in 1997.
His compensation for services rendered in 1997 as Executive Vice President of Centerior Energy
Corporation was comprised of his base salary of $265,044, an incentive award of $221,204 pursuant
to Centerior's Executive Incentive Compensation Plan, and payment of $15,754 for long-term Deferred
Incentive Units issued in 1992. The "All-Other Compensation" amount of $5,871 represents the
portion of premiums for life, accident, personal liability, and supplemental retirement insurance
benefits paid by Centerior to Mr. Edelman to the extent those benefits exceeded that which was
uniformly available to salaried employees under Centerior's benefit plans.
Following his termination of employment on January 31, 1998, payments were made to Mr. Edelman
consistent with the terms of a special severance agreement applying to certain Centerior
executives. These included a severance benefit of $1,237,842, a payment of $23,180 for benefit
continuation, and a makeup pension benefit of $1,186,590 based on the assumption that he would have
continued to work until age 62. In addition, a payment was made to reimburse him, on an after-tax
basis, for the excise tax payments withheld from the above payments. Consistent with Mr. Edelman's
experience in the electric utility industry, Mr. Edelman has agreed to act as a consultant to the
Company for a twenty-four month period beginning February 1, 1998. His monthly fees for those
services will be $10,000.
CERTAIN SEVERANCE PAY AGREEMENTS
Information related to severance pay agreements with
each of Messrs. Holland, Burg, Alexander and Gill are
incorporated herein by reference to the Company's 1998 Proxy
Statement. In 1996, Centerior entered into a severance pay
agreement with Mr. Lange providing for the payment of severance
benefits in the event that his employment was to terminate other
than for cause, death or disability as a result of a merger. This
agreement was extended to November 7, 1998. The severance
agreement provided that in the event of a termination of
employment (other than for cause, death or disability), he shall
be entitled to receive a payment equal to three times his base
salary. In addition, (i) certain benefit plans would be continued
for three years following termination, (ii) he would be entitled
to a payment reflecting the retirement benefit he would have been
entitled to had his employment continued for the three-year
period following termination of his employment, and (iii) certain
additional payments will be made to him if he is subject to an
excise tax.
Penn - The information required by this item follows:
- ----
SUMMARY EXECUTIVE COMPENSATION TABLE
Annual Compensation
--------------------------------- Long-Term
Name and Compensation All Other
Principal Position Year Salary Bonus Other(1) Payouts(2) Compensation(3)
------------------ ---- ------ ----- ------- ---------- ---------------
Willard R. Holland 1997 $ 117,449 $ 57,909 $ 113 $ 35,919 $ 17,269
Chairman of the Board and 1996 103,332 42,639 126 12,420 14,461
Chief Executive Officer 1995 100,473 35,907 281 5,294 7,701
Jack E. Reed 1997 123,759 23,702 244 9,039 7,951
Vice President 1996 121,900 27,783 623 5,606 7,371
1995 117,619 26,247 28 2,683 6,042
R. Joseph Hrach 1997 144,249 26,807 3,473 0 7,367
President (4) 1996 64,165 26,820 10,770 0 4,901
1995 0 0 0 0 0
Robert P. Wushinske 1997 120,927 27,037 200 0 5,967
Vice President, Secretary, 1996 116,773 27,882 102 0 6,230
Treasurer and General Counsel 1995 112,738 21,774 113 0 5,652
<FN>
(1) Consists of reimbursement for income tax obligations on Executive Indemnity Program premium and
on perquisites.
(2) These amounts represent cash payouts of the portion of 1993 Executive Incentive Compensation Plan
annual award previously deferred into a Common Stock Equivalent Account.
(3) For 1997, amount is comprised of (1) matching FirstEnergy common stock contributions under the
tax qualified Savings Plan: Holland - $1,425; Hrach - $6,112; Reed - $5,133; Wushinske - $5,021;
(2) the current dollar value of Penn's portion of the premiums paid in 1997 for insurance
policies under the Executive Supplemental Life Plan: Holland - $3,257;Hrach - $1,255; Reed -
$1,333; Wushinske - $946; (3) above market interest earned under the Executive Deferred
Compensation Plan: Holland - $12,587; Reed - $1,464; and (4) a portion of the Executive Indemnity
Program premium reportable as income: Reed - $21.
(4) Mr. Hrach became President on July 1,1996, and his salary for 1996 reflects the amount paid by
Penn since that date.
LONG-TERM INCENTIVE PLAN TABLE
AWARDS IN LAST FISCAL YEAR
1997 Target Equivalent Estimated Future Payouts Under
Long-Term Number of Performance or Other Non-Stock Price Based Plan
Incentive Performance Period Until (Number of Performance Shares)
Name Opportunity Shares Maturation or Payout --------------------------------
---- ----------- ----------- -------------------- Below
Threshold Threshold Target Maximum
--------- --------- ------ -------
W. R. Holland-CEO $70,512 3,141 4 years -0- 1,570 3,141 4,711
J. E. Reed 12,228 545 4 years -0- 272 545 817
R. P. Wushinske 4,431 197 4 years -0- 99 197 296
Each executive's 1997 target long-term incentive
opportunity was converted into performance shares equal to an
equivalent number of shares of FirstEnergy's common stock based
on the average price of such stock during December 1996, and will
be held in a Common Stock Equivalent Account through 2000. The
Common Stock Equivalent Account was converted to FirstEnergy
common stock upon the consummation of the merger of OE and
Centerior Energy Corporation. At the end of this four-year
performance period, this Common Stock Equivalent Account will be
valued based on the average price of FirstEnergy's common stock
during December 2000 and as if any dividends that would have been
paid on such stock during the performance period had been
reinvested on the date paid. This value may be increased or
decreased based upon the total return of FirstEnergy's common
stock relative to the Edison Electric Institute's Index of
Investor-owned Electric Utility Companies (Index) during the
period. If an executive retires, dies or otherwise leaves the
employment of the Company prior to the end of the four-year
period, the value will be further proportionally decreased based
on the number of months worked during the period. However, an
executive must work at least twelve months during the four-year
period to be eligible for an award payout. The final value of an
executive's account, if any, will be paid to the executive in
cash early in the year 2001.
The final value of an executive's account may range
from zero to 150% of the target amount. The maximum amount in the
above table is equal to 150% of the target 1997 long-term
incentive opportunity and will be earned if FirstEnergy's total
shareholder return is in the top 15% compared to the Index noted
above. An amount equal to 100% of the target 1997 long-term
incentive opportunity will be earned if FirstEnergy's total
shareholder return is in the 38th percentile compared to the
Index. The threshold amount is equal to 50% of the target 1997
long-term incentive opportunity and will be earned if
FirstEnergy's total shareholder return is in the 60th percentile
compared to the Index. Payouts for a total shareholder return
ranking between the 15th percentile and 60th percentile will be
interpolated. However, there will be no long-term award payouts
if FirstEnergy's total shareholder return compared to the Index
falls below the 60th percentile.
Supplemental Executive Retirement Plan
Penn participates in the FirstEnergy System
Supplemental Executive Retirement Plan. Mr. Holland is the only
executive officer listed above who is eligible to participate in
the Plan. At normal retirement, eligible senior executives of
Penn who have five or more years of service with the FirstEnergy
System are provided a retirement benefit equal to the greater of
65 percent of their highest annual salary from Penn, or 55
percent of the average of their highest three consecutive years
of salary plus annual incentive awards paid after January 1, 1996
and paid prior to retirement, reduced by the executive's pensions
under tax-qualified pension plans of Penn or other employers, any
supplementary pension under Penn's Executive Deferred
Compensation Plan, and social security benefits. Subject to
exceptions that might be made in specific cases, senior
executives retiring prior to age 65, or with less than five years
of service, or both, may receive a similar but reduced benefit.
This Plan also provides for disability and surviving spouse
benefits. As of the end of 1997, the estimated annual retirement
benefits at age 65 from all of the above sources was $76,963 for
Mr. Holland.
Pension Plan
The Company's trusteed noncontributory Pension Plan
covers substantially all full-time employees including officers
of the Company. Pension benefits are determined using a formula
based on a Pension Plan participant's years of accrued service
and average rate of monthly earnings for the highest 60 months of
the last 120 months of accrued service immediately preceding
retirement or termination of service.
Compensation covered by the Pension Plan consists of
basic cash wages and compensation deferred through the Savings
Plan up to the maximum amount permitted under the Internal
Revenue Code of 1986, as adjusted in accordance with regulations.
This amount was $160,000 per year for 1997 and $160,000 per year
for 1998. In addition, a supplementary pension benefit may be
payable to participants in the Executive Deferred Compensation
Plan. Compensation for 1997 covered by these two plans for the
officers shown in the Executive Compensation Table who are not
currently participants in the FirstEnergy System Supplemental
Executive Retirement Plan is shown under the Salary column of the
Table. The credited years of service for these same officers are
as follows: J. E. Reed -31 years; and R. P. Wushinske -24
years.
The following table shows the estimated annual amounts
payable upon retirement as pension benefits under the Pension
Plan and the supplemental pension benefit under the Executive
Deferred Compensation Plan, based on specified compensation and
years of credited service classifications, assuming continuation
of both such present Plans and employment until age 65.
Retirement prior to age 62 results in a reduction of pension
benefits. The amounts shown are subject to a reduction based on
an individual's covered compensation, date of birth and years of
credited service as defined by the Pension Plan and its optional
survivorship provision.
Estimated Annual Retirement Payment from the
Pension Plan and the Annual Supplementary Pension
Benefit under the Executive Deferred Compensation Plan
Applicable 15 Years 25 Years 35 Years 45 Years
Annual Earnings Service Service Service Service
--------------- ------- ------- ------- -------
$120,000 $31,959 $50,865 $64,970 $ 78,170
130,000 34,809 55,415 70,820 85,120
140,000 37,659 59,965 76,670 92,070
150,000 40,509 64,515 82,520 99,060
160,000 43,359 69,065 88,370 105,970
170,000 46,209 73,615 94,220 112,920
</TABLE
Compensation Committee Interlocks and Insider Participation in
Compensation Decisions
The Penn Board of Directors has no compensation
committee. The Penn Board of Directors, other than Mr. Holland,
establishes the compensation of Mr. Holland as chief executive
officer; Mr. Holland establishes the compensation of the other
executive officers of Penn. During 1997 Mr. Holland served as a
director of the Company and H. Peter Burg served as an executive
officer of the Company and as a director of Penn. In his capacity
as a director of Penn, Mr. Burg participated in decisions
relating to the compensation of Mr. Holland.
Compensation of Directors
Directors who are not employees of the Companies
receive an annual retainer of $4,200 and 100 shares of
FirstEnergy Common Stock for each full year of service. Such
directors are also paid a meeting fee of $375 for each board
meeting attended and are reimbursed for expenses for the
attendance thereof, if any. Directors who are also employees of
Penn or of OE or FirstEnergy receive no compensation for serving
as directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
FirstEnergy - The information required by this item is
- -----------
incorporated herein by reference to the Company's
1998 Proxy Statement filed with the SEC pursuant
to Regulation 14A.
(a) Security Ownership of Certain Beneficial Owners at March
30, 1998:
OE, CEI, TE and Penn - The information required by this item
-------------------- follows:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
-------------- ------------------- -------------------- --------
OE
- --
Common Stock, FirstEnergy Corp. 100 shares held directly 100%
$9 par value 76 South Main Street
Akron, Ohio 44308
CEI
- ---
Common Stock FirstEnergy Corp. 79,590,689 shares 100%
No par value 76 South Main Street held directly
Akron, Ohio 444308
TE
- --
Common Stock FirstEnergy Corp. 39,133,887 shares 100%
$5 par value 76 South Main Street held directly
Akron, Ohio 44308
Penn
- ----
Common Stock, Ohio Edison Company 6,290,000 shares 100%
$30 par value 76 South Main Street held directly
Akron, Ohio 44308
(b) Security Ownership of Management at December 31, 1997:
OE, CEI, TE
- -----------
The information required by this item for all
individuals with the exception of Messrs. Lange and Edelman is
incorporated herein by reference to the Company's 1998 Proxy
Statement filed with the SEC pursuant to Regulation 14A. Messrs.
Lange and Edelman hold 5,964 and 4,974 shares, respectively, of
FirstEnergy Common Stock as of December 31, 1997.
Penn
- ----
Title of Class Percent of Class
-------------- ----------------
FirstEnergy Nature of FirstEnergy Common
Common Stock Beneficial Common Stock
No. of Shares Ownership Stock Equivalents*
-------------- ---------- ----- ------------
H. P. Burg 10,983 Direct or Indirect Less than one percent 21,079
W. R. Holland 8,605 " " 61,833
R. J. Hrach 1,899 " " 2,001
J. J. Nowak 1,348 " "
J. E. Reed 4,481 " " 2,351
R. L. Werner 562
R. P. Wushinske 2,455 " " 691
All directors and executive
officers as a group 32,323 " " 88,425
<FN>
* Common Stock Equivalents are the cumulative number of performance shares credited to each executive
officer as of December 31, 1997. These performance shares are the portion of the 1993 and 1994
annual incentive awards under the Executive Incentive Compensation Plan that were deferred for four
years, and the 1995, 1996 and 1997 long-term incentive opportunities that were deferred for four
years under such Plan. For a detailed explanation of the Plan, see the footnote to the Long-Term
Incentive Plan Table. Such performance shares do not have voting rights or other rights associated
with ownership.
(c) Changes in Control: Not applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
FirstEnergy - The information required by this item is
- -----------
incorporated herein by reference to the Company's
1998 Proxy Statement filed with the SEC pursuant
to Regulation 14A.
OE, CEI, TE and Penn - The information required by this item
- -------------------- follows:
None.
PART IV
ITEM 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 respective company's 1997 Annual
Report to Stockholders (Exhibit 13 below) at the pages indicated.
FE OE Penn CEI TE
-- -- ---- --- --
Report of Independent Public Accountants . 16 29 16 30 30
Statements of Income--Three Years Ended December 31, 1997 22 8 5 8 8
Balance Sheets--December 31, 1997 and 1996 23 9 6 9 9
Statements of Capitalization--December 31, 1997 and 1996 24-26 10-11 7 10-11 10-11
Statements of Retained Earnings--Three Years Ended December 31, 1997 27 12 8 12 12
Statements of Capital Stock and Other Paid-In Capital--
Three Years Ended December 31, 1997 27 12 8 12 12
Statements of Cash Flows--Three Years Ended December 31, 1997 28 13 9 13 13
Statements of Taxes--Three Years Ended December 31, 1997 29 14 10 14 14
Notes to Financial Statements 30-38 15 11 15 15
</TABLE
2. Financial Statement Schedules
Included in Part IV of this report:
FE OE Penn CEI TE
Report of Independent Public
Accountants 52 53 56 54 55
Schedule - Three Years Ended
December 31, 1997:
II -- Valuation and
Qualifying Accounts 57 58 61 59 60
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
- ------
4-1 - Rights Agreement (December 1, 1997 Form 8-
K, Exhibit 4.1)
(A) 13 - 1997 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, 1997.
(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
Exhibit
Number
- -------
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 OE's
Articles of Incorporation. (1994 Form 10-
K, Exhibit 3-1)
3-2 - Code of Regulations of OE as amended
April 24, 1986. (Registration No. 33-5081,
Exhibit (4)(d).)
(B) 4-1 - Indenture dated as of August 1, 1930 between
OE and Bankers Trust Company, 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)
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)
</TABLE
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 among the CAPCO
Group. (Registration 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.)
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.)
10-11 - Basic Operating Agreement between the CAPCO
Companies as amended January 1, 1993. (1993
Form 10-K, Exhibit 10-11.)
10-12 - Memorandum of Agreement effective as of
September 1, 1980 among the CAPCO Group.
(1982 Form 10-K, Exhibit 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,
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).)
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. 2-68906 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).)
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.)
10-21 - 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.)
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 Guaranty dated as of 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.)
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
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 - Ohio Edison System Executive Supplemental
Life Insurance Plan. (1995 Form 10-K,
Exhibit 10-44.)
(C) 10-45 - Ohio Edison System Executive Incentive
Compensation Plan. (1995 Form 10-K, Exhibit
10-45.)
(C) 10-46 - Ohio Edison System Restated and Amended
Executive Deferred Compensation Plan. (1995
Form 10-K, Exhibit 10-46.)
(C) 10-47 - Ohio Edison System Restated and Amended
Supplemental Executive Retirement Plan.
(1995 Form 10-K, Exhibit 10-47.)
(C) 10-48 - Severance pay agreement between Ohio Edison
Company and W. R. Holland. (1995 Form 10-K,
Exhibit 10-48.)
(C) 10-49 - Severance pay agreement between Ohio Edison
Company and H. P. Burg. (1995 Form 10-K,
Exhibit 10-49.)
(C) 10-50 - Severance pay agreement between Ohio Edison
Company and A. J. Alexander. (1995 Form
10-K, Exhibit 10-50.)
(C) 10-51 - Severance pay agreement between Ohio Edison
Company and J. A. Gill. (1995 Form 10-K,
Exhibit 10-51.)
(D) 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 - 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 - 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 - 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 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 - 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 - 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 - 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 - 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 - 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 - 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 10-50.)
(D) 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania
Power Company and Toledo Edison Company.
(1986 Form 10-K, Exhibit 28-9.)
(D) 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 - 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 - 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 - 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 - 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 - 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
Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee.
(1991 Form 10-K, Exhibit 10-66.)
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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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.)
10-100 - 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.)
10-101 - 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.)
10-102 - 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 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.)
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.)
10-107 - 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.)
10-108 - 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.)
10-116 - 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.)
(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
Beaver 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,
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 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.)
(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 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.)
(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 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.)
(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.)
(A) 12.1 - Consolidated fixed charge ratios.
(A) 13.1 - 1997 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) 21.1 - List of Subsidiaries of the Registrant at
December 31, 1997.
(A) 23.1 - Consent of Independent Public Accountants.
(A) 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 Company 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 Company 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
Regulation 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 OE 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 - Penn
Exhibit
Number
- -------
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 U-1, File No. 70-
5264, as Exhibit A-2; as Exhibit A in 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.)
- ----------------
* Pursuant to paragraph (b) (4) (iii) (A) of
Item 601 of Regulation S-K, the Company 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
Company, but hereby agrees to furnish to the
Commission on request any such instruments.
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.)
(A)4-3 - Supplemental Indenture dated as of June 1,
1997, 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
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 - 1997 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, Penn will
furnish any exhibit in this Report upon the
payment of Penn'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)
Exhibit
Number
- -------
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).
4b(1) - Mortgage and Deed of Trust between CEI and
Guaranty Trust Company of New York (now
Morgan Guaranty Trust Company of New York),
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).
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).
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).
10a(1) - 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).
10a(2) - 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).
(A)13.2 - 1997 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, 1997.
(A)23.2 - Consent of Independent Public Accountants.
(A)27.2 - Financial Data Schedule for the period
ended December 31, 1997.
(A) - Provided herein in electronic format as an
exhibit.
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).
4b(1) - Indenture, dated as of April 1, 1947,
between TE and The Chase National Bank of
the City of New York (now The Chase
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).
(A) 13.3 - 1997 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, 1997.
(A) 27.3 - Financial Data Schedule.
(A) Provided herein in electronic format as an
exhibit.
(b) Reports on Form 8-K
FirstEnergy
-----------
- The Company filed three reports on Form 8-K since the
November 8, 1997 merger date. A report dated November
10, 1997 reported the merger of Ohio Edison Company
and Centerior Energy Corporation to form the Company
effective November 8, 1997, amendment to such Form 8-
K on Form 8-K/A dated January 22, 1998, and a report
dated December 1, 1997, reported a Company common
stock rights agreement.
OE
--
- OE filed two reports on Form 8-K since September 30,
1997. A report dated November 12, 1997, reported the
merger of Ohio Edison Company and Centerior Energy
Corporation effective November 8, 1997 and a report
dated March 23, 1998, reported audited consolidated
financial statements for the year ended December 31,
1997, and related matters.
CEI
---
- CEI filed one report on Form 8-K since September 30,
1997. A report dated March 16, 1998 reported audited
consolidated financial statements for the year ended
December 31, 1997, and related matters.
TE
--
- None
Penn
----
- None
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of FirstEnergy Corp.:
We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements
included in FirstEnergy Corp.'s Annual Report to Stockholders
incorporated by reference in this Form 10-K and have issued our
report thereon dated February 13, 1998. 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 13, 1998
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 13, 1998. 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 13, 1998
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 13, 1998. 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 13, 1998
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 13, 1998. 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 13, 1998
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 13, 1998. 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 13, 1998
SCHEDULE II
FIRSTENERGY CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Additions
-----------------------
Charged Charged
(Credited) (Credited)
Beginning to to Other Ending
Description Balance Income Accounts Deductions Balance
----------- ------- ---------- --------- ---------- -------
(In Thousands)
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 - customers $ 2,528 $ 6,949 $ 2,008(a) $ 9,179(b) $ 2,306
======= ======== ======= ======= =======
Year Ended December 31, 1995:
Accumulated provision for
uncollectible accounts - customers $ 2,517 $ 5,236 $ 1,836(a) $ 7,061(b) $ 2,528
======= ======== ======= ======= =======
- ------------------------------------
<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
(c) Includes the $4,026,000 effect of the FirstEnergy merger on November 8, 1997.
SCHEDULE II
OHIO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Additions
-----------------------
Charged Charged
(Credited) (Credited)
Beginning to to Other Ending
Description Balance Income Accounts Deductions Balance
----------- ------- ---------- --------- ---------- -------
(In Thousands)
Year Ended December 31, 1997:
Accumulated provision for
uncollectible accounts - customers $ 2,306 $ 10,979 $ 2,277(a) $ 9,944(b) $ 5,618
====== ======== ======= ======= =======
Year Ended December 31, 1996:
Accumulated provision for
uncollectible accounts - customers $ 2,528 $ 6,949 $ 2,008(a) $ 9,179(b) $ 2,306
======= ======== ======= ======= =======
Year Ended December 31, 1995:
Accumulated provision for
uncollectible accounts - customers $ 2,517 $ 5,236 $ 1,836(a) $ 7,061(b) $ 2,528
======= ======== ======= ======= =======
- ------------------------------------
<FN>
(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, 1997, 1996 AND 1995
Additions
-----------------------
Charged Charged
(Credited) (Credited)
Beginning to to Other Ending
Description Balance Income Accounts Deductions Balance
----------- ------- ---------- --------- ---------- -------
(In Thousands)
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
======== ======== ======= ======== =======
Year Ended December 31, 1995:
Accumulated provision for
uncollectible accounts $ 2,129 $ 12,665 $ 2,585(a) $ 15,053(b) $ 2,326
======== ======== ======= ======== =======
<FN>
- -------------------------------
(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, 1997, 1996 AND 1995
Additions
-----------------------
Charged Charged
(Credited) (Credited)
Beginning to to Other Ending
Description Balance Income Accounts Deductions Balance
----------- ------- ---------- --------- ---------- -------
(In Thousands)
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
======== ======== ======= ======== =======
Year Ended December 31, 1995:
Accumulated provision for
uncollectible accounts $ 1,390 $ 5,342 $ 1,282(a) $ 6,968 $ 1,046
======== ======== ======= ======== =======
<FN>
- -------------------------------
(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, 1997, 1996 AND 1995
Additions
-----------------------
Charged Charged
(Credited) (Credited)
Beginning to to Other Ending
Description Balance Income Accounts Deductions Balance
----------- ------- ---------- --------- ---------- -------
(In Thousands)
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
====== ======= ====== ======= =======
Year Ended December 31, 1995:
Accumulated provision for
uncollectible accounts $ 515 $ 1,140 $ 344(a) $ 1,436(b) $ 563
====== ======= ====== ======= =======
- ----------------------------
<FN>
(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 17, 1998
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
- -------------------------------- ------------------------
W. R. Holland H. P. Burg
Chairman of the Board President and Chief
and Chief Executive Officer Financial Officer
and Director (Principal and Director (Principal
Executive Officer) Financial Officer)
/s/ Harvey L. Wagner /s/ Glenn H. Meadows
- -------------------------------- ------------------------
Harvey L. Wagner Glenn H. Meadows
Controller (Principal Director
Accounting Officer)
/s/ Paul 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
/s/ William F. Conway /s/ Robert C. Savage
- -------------------------------- ----------------------
William F. Conway 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 17, 1998
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/ H. P. Burg
-------------------
H. P. Burg
President
Date: March 17, 1998
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 17, 1998
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 17, 1998
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 17, 1998
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 17, 1998
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 17, 1998
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
and Chief Executive
Officer
Date: March 25, 1998
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/ Robert P. Wushinske
- ----------------------------- ----------------------------
Willard R. Holland Robert P. Wushinske
Chairman of the Board Vice President and
and Chief Executive Office and Treasurer
(Principal Executive Officer (Principal Accounting
and Principal Financial Officer)
Officer)
/s/ H. P. Burg /s/ Jack E. Reed
- ----------------------------- --------------------------
H. P. Burg Jack E. Reed
Director Director
/s/ R. Joseph Hrach
- ----------------------------- ----------------------------
R. Joseph Hrach Richard L. Werner
Director Director
- ----------------------------
Joseph J. Nowak
Director
Date: March 25, 1998