PENNSYLVANIA POWER COMPANY SELECTED FINANCIAL DATA 1998 1997 1996 1995 1994 -------- --------- --------- --------- --------- (Dollars in thousands) Operating Revenues $323,756 $ 323,381 $ 322,625 $ 314,642 $ 301,965 ======== ========== ========== ========== ========== Operating Income $ 58,041 $ 50,736 $ 62,329 $ 67,317 $ 63,668 ======== ========== ========== ========== ========== Income Before Extraordinary Item $ 39,748 $ 31,472 $ 40,587 $ 38,930 $ 31,260 ======== ========== ========== ========== ========== Net Income $ 9,226 $ 31,472 $ 40,587 $ 38,930 $ 31,260 ======== ========== ========== ========== ========== Earnings on Common Stock $ 4,600 $ 26,846 $ 35,961 $ 34,155 $ 25,896 ======== ========== ========== ========== ========== Return on Average Common Equity 1.6% 9.3% 12.8% 12.9% 10.0% === === ==== ==== ==== Cash Dividends on Common Stock $ 21,386 $ 21,386 $ 21,386 $ 21,386 $ 21,386 ======== ========== ========== ========== ========== Total Assets $977,772 $1,034,457 $1,074,578 $1,151,990 $1,197,302 ======== ========== ========== ========== ========== CAPITALIZATION: Common Stockholder's Equity $275,281 $ 291,977 $ 286,504 $ 271,920 $ 258,973 Preferred Stock- Not Subject to Mandatory Redemption 50,905 50,905 50,905 50,905 50,905 Subject to Mandatory Redemption 15,000 15,000 15,000 15,000 15,000 Long-Term Debt 287,689 289,305 310,996 338,670 424,457 -------- ---------- ---------- ---------- ---------- Total Capitalization $628,875 $ 647,187 $ 663,405 $ 676,495 $ 749,335 ======== ========== ========== ========== ========== CAPITALIZATION RATIOS: Common Stockholder's Equity 43.8% 45.1% 43.2% 40.2% 34.6% Preferred Stock- Not Subject to Mandatory Redemption 8.1 7.9 7.7 7.5 6.8 Subject to Mandatory Redemption 2.4 2.3 2.2 2.2 2.0 Long-Term Debt 45.7 44.7 46.9 50.1 56.6 ----- ----- ----- ----- ----- Total Capitalization 100.0% 100.0% 100.0% 100.0% 100.0% ===== ===== ===== ===== ===== KILOWATT-HOUR SALES (Millions): Residential 1,278 1,238 1,254 1,195 1,178 Commercial 1,090 1,013 996 938 891 Industrial 1,436 1,659 1,693 1,558 1,293 Other 6 6 6 6 6 ----- ----- ----- ----- ----- Total Retail 3,810 3,916 3,949 3,697 3,368 Total Wholesale 964 901 1,106 1,080 1,076 ----- ----- ----- ----- ----- Total 4,774 4,817 5,055 4,777 4,444 ===== ===== ===== ===== ===== CUSTOMERS SERVED: Residential 129,452 129,316 127,936 126,480 124,951 Commercial 17,296 16,738 16,531 16,317 15,966 Industrial 250 241 225 223 219 Other 107 97 99 97 98 -------- ---------- ---------- ---------- ---------- Total 147,105 146,392 144,791 143,117 141,234 ======== ========== ========== ========== ========== Average Annual Residential kWh Usage 9,913 9,634 9,866 9,505 9,501 Cost of Fuel per Million Btu $1.15 $1.10 $1.09 $1.12 $1.20 Peak Load - Megawatts 918 836 792 836 710 Generating Capability: Coal 72.1% 72.1% 72.1% 72.1% 72.1% Oil 3.0 3.0 3.0 3.0 3.0 Nuclear 24.9 24.9 24.9 24.9 24.9 ----- ----- ----- ----- ----- Total 100.0% 100.0% 100.0% 100.0% 100.0% ===== ===== ===== ===== ===== SOURCES OF ELECTRIC GENERATION: Coal 76.9% 73.8% 67.6% 65.6% 69.6% Nuclear 23.1 26.2 32.4 34.4 30.4 ----- ----- ----- ----- ----- Total 100.0% 100.0% 100.0% 100.0% 100.0% ===== ===== ===== ===== ===== NUMBER OF EMPLOYEES 888 997 1,015 1,220 1,255 === === ===== ===== ===== PENNSYLVANIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION This discussion includes forward-looking statements based on information currently available to management that are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms anticipate, potential, expect, believe, estimate and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy market prices, legislative and regulatory changes, and the availability and cost of capital and other similar factors. Results of Operations We continued to take steps in 1998 to better position our Company as competition continues to expand in the electric utility industry. Investments were made in new information systems with enhanced functionality which also address Year 2000 application deficiencies. We also contributed to 1998 cash savings of FirstEnergy Corp. (FirstEnergy) totaling $173 million which were captured from initiatives implemented during the year in connection with the November 1997 merger of our parent company, Ohio Edison Company and Centerior Energy Corporation to form FirstEnergy. Earnings on common stock of $4.6 million in 1998 declined from $26.8 million in 1997. Results for 1998 were adversely affected by a one-time, extraordinary charge of $30.5 million after taxes, related to our discontinued application of Statement of Financial Accounting Standards No. 71 (SFAS 71), "Accounting for the Effects of Certain Types of Regulation," to our generation business, as discussed later in this report. Additionally, sharp increases in the spot market price for electricity occasioned by a constrained power supply and heavy customer demand in the latter part of June 1998, combined with an unscheduled generating unit outage, resulted in spot market purchases of power at prices which substantially exceeded amounts recovered from retail customers. Earnings on common stock in 1997 were adversely affected by nonrecurring charges resulting from merger-related staffing reductions, charges for uncollectible customer accounts and an increase in accelerated depreciation and amortization of nuclear and regulatory assets under our rate plan. Operating revenues were slightly higher in 1998 compared to the prior year. This was the third consecutive year of record operating revenues. The following table summarizes the sources of increases in operating revenues for 1998 and 1997 as compared to the previous year: 1998 1997 ---- ---- (In millions) Decrease in retail kilowatt-hour sales $(7.6) $(1.7) Change in average retail price (1.1) 3.7 Wholesale sales 1.3 (3.2) Other 7.8 2.0 - ----------------------------------------------------------- Net Increase $ 0.4 $ 0.8 ========================================================== Our retail customer base continued to grow with over 700 new customers added in 1998, after gaining approximately 1,600 customers the previous year. Although residential and commercial kilowatt-hour sales increased 3.3% and 7.5%, respectively from 1997, the increases were more than offset by a 13.4% decrease in industrial sales. Closure of an electric arc furnace at Caparo Steel Company (Caparo) in August 1997 and a general decline in electricity demand by steel manufacturers due to intense foreign competition contributed to lower industrial kilowatt-hour sales. Excluding sales to Caparo, industrial sales declined 1.7% from 1997. Despite a 7.1% increase in kilowatt-hour sales to wholesale customers, total kilowatt-hour sales decreased slightly from 1997 due to the lower industrial sales. Without the closure of the Caparo facility, total sales would have increased 3.4% from the previous year. In 1997, residential and industrial kilowatt-hour sales decreased 1.3% and 2.0%, respectively, compared to 1996. Kilowatt-hour sales to commercial customers increased 1.8% from the prior year. Expiration of a one-year contract with another utility to supply 33 megawatts of power contributed to a 18.6% decline in 1997 kilowatt-hour sales to wholesale customers from the previous year and contributed to a 4.7% decrease in total 1997 kilowatt-hour sales from 1996. Total operation and maintenance expenses in 1998 decreased from the prior year with higher fuel and purchased power costs more than offset by lower nuclear operating costs and other operating costs. Most of the increase in fuel and purchased power occurred in the second quarter and resulted from a combination of factors. In late June 1998, the midwestern and southern regions of the United States experienced electricity shortages caused mainly by record temperatures and humidity and unscheduled generating unit outages. Due in part to an unscheduled outage at Beaver Valley Unit 1 at that time, our production capabilities were reduced to the point that we purchased significant amounts of power, at unusually high spot market prices, causing the increase in purchased power costs. Because of the decrease in kilowatt- hour sales in 1997, we spent less on fuel and purchased power during 1997, compared to 1996. Nuclear operating costs were lower in 1998, compared to 1997, due primarily to lower refueling outage cost levels. Increased operating costs at Beaver Valley Unit 1 resulted in higher nuclear operating costs in 1997 compared to the previous year. Two items in 1997, a $3 million charge for uncollectible customer accounts and a fourth quarter charge of approximately $5.4 million for a voluntary retirement program, contributed to the increase in other operating costs in 1997 from the previous year and to the subsequent reduction in other operating costs in 1998. In addition, continuing improvements in operating efficiency, evidenced by a reduction in the number of our employees over the last five years, contributed to the reduction in other operating costs in 1998. Depreciation and amortization decreased in 1998 compared to the prior year due primarily to the effect of our rate restructuring plan. The Pennsylvania Public Utility Commission's (PPUC) authorization of our rate restructuring plan in the second quarter led to discontinued application of certain regulatory accounting procedures (i.e. SFAS 71) to our generation business, resulting in a write down of our nuclear generating unit investment and the recognition of a portion of such investment, recoverable through future customer rates, as a regulatory asset. The decrease in nuclear depreciation resulting from the write down was the primary cause of the total decrease. In 1997, the increase in the provision for depreciation and amortization of net regulatory assets from the previous year reflected accelerated depreciation and amortization of nuclear and regulatory assets under our rate plan. The decrease in general taxes in 1997 was due principally to an adjustment, which reduced our liability for gross receipts taxes. The downward trend of net interest charges continued in 1998. Interest on long-term debt decreased in both 1998 and 1997 from the previous year due to our economic refinancings and redemption of higher-cost debt totaling approximately $6.1 million in 1998 and $39.4 million in 1997. Capital Resources and Liquidity We have significantly improved our financial position over the past five years as evidenced by our enhanced fixed charge coverage ratios and percentage of common stockholder's equity to total capitalization. Our SEC ratio of earnings to fixed charges improved to 4.14 at the end of 1998 from 2.16 at the end of 1993. Our indenture ratio, which is used to determine our ability to issue first mortgage bonds, increased from 2.99 at the end of 1993 to 4.92 at the end of 1998. Over the same period, the charter ratio, a measure of our ability to issue preferred stock, improved from 1.61 to 2.33 and our common stockholder's equity percentage of capitalization rose from approximately 33% at the end of 1993 to almost 44% at the end of 1998. Our improving financial position reflects ongoing efforts to increase competitiveness. We continue to streamline our operations, as evidenced by a 50% increase in FirstEnergy's customer/employee ratio, which has increased from 165 at the end of 1993 to 247 as of December 31, 1998. Merger-related savings through consolidation of activities have contributed to these results. Also, net debt redemptions and refinancings have lowered our average cost of long-term debt over the last five years from 8.36% in 1993 to 7.70% at the end of 1998. All cash requirements for the year, including debt repayments, were met with internally generated funds. Our cash requirements for 1999 for operating expenses, construction expenditures and scheduled debt maturities are expected to be met without issuing additional securities. Cash requirements of approximately $69 million for the 1999-2003 period to meet scheduled maturities of long-term debt and preferred stock are also expected to be funded internally. We had about $57.5 million of cash and temporary investments and no short-term indebtedness as of December 31, 1998. We also had a $2 million bank facility that provides for borrowings on a short-term basis at the bank's discretion. During 1998, our capital spending (excluding nuclear fuel) totaled approximately $16 million. Our capital spending for the period 1999-2003 is expected to be about $167 million (excluding nuclear fuel), of which approximately $28 million applies to 1999. Investments for additional nuclear fuel during the 1999-2003 period are estimated to be approximately $28 million, of which about $3 million applies to 1999. During the same periods, our nuclear fuel investments are expected to be reduced by approximately $29 million and $6 million, respectively, as the nuclear fuel is consumed. FirstEnergy signed an agreement in principle with Duquesne Light Company (Duquesne) that would result in the transfer of 1,436 megawatts owned by Duquesne at five generating plants in exchange for 1,328 megawatts at three plants owned by FirstEnergy's electric utility operating companies (see "Common Ownership of Generating Facilities" in Note 1). A final agreement on the exchange of assets, which will be structured as a tax-free transaction to the extent possible is being negotiated. The transaction benefits FirstEnergy's utility operating companies by providing exclusive ownership and operating control of all generating assets that are now jointly owned and operated under the Central Area Power Coordination Group agreement. Interest Rate Risk Our exposure to fluctuations in market interest rates is mitigated since a significant portion of our debt has fixed interest rates, as noted in the table below. We are subject to the inherent interest rate risks related to refinancing maturing debt by issuing new debt securities. Changes in the market value of our nuclear decommissioning trust funds are recognized by making a corresponding change to the decommissioning liability, as described in Note 1. The table below presents principal amounts and related weighted average interest rates by year of maturity for our investment portfolio, debt obligations and preferred stock with mandatory redemption provisions. - -------------------------------------------------------------------------------------------------- There- Fair 1999 2000 2001 2002 2003 after Total Value (Dollars in Millions) - -------------------------------------------------------------------------------------------------- Investments other than Cash and Cash Equivalents: Fixed Income $ 9 $ 9 $ 9 Average interest rate 5.1% 5.1% - ------------------------------------------------------------------------------------------------- Liabilities - ------------------------------------------------------------------------------------------------- Long-term Debt: Fixed rate $ 1 $24 $ 1 $ 1 $41 $200 $268 $284 Average interest rate 9.7% 6.2% 9.7% 9.7% 7.6% 7.0% 7.0% Variable rate $ 10 $ 10 $ 10 Average interest rate 4.2% 4.2% - ------------------------------------------------------------------------------------------------- Preferred Stock $ 1 $ 1 $ 13 $ 15 $ 16 Average dividend rate 7.6% 7.6% 7.6% 7.6% - ------------------------------------------------------------------------------------------------- Outlook We face many competitive challenges in the years ahead as the electric utility industry undergoes significant changes, including changing regulation and the entrance of more energy suppliers into the marketplace. Retail wheeling, which has begun in our service area, allows retail customers to purchase electricity from other energy producers. Our regulatory plan provided a solid foundation to position us to meet the challenges we are now facing by facilitating the reduction of fixed costs. Application of SFAS 71 was discontinued for the generation portion of our business in June 1998 following PPUC approval of the rate restructuring plan. Customer choice will be phased in over two years with 66% of each customer class able to choose alternative suppliers of generation on January 2, 1999, and all remaining customers having choice as of January 2, 2000. Under the plan, we continue to deliver power to homes and businesses through our transmission and distribution system, which remains regulated. However, our rates have been restructured to establish separate charges for transmission and distribution; generation, which is subject to competition; and stranded cost recovery. In the event customers obtain power from an alternative source, the generation portion of our rates will be excluded from their bill and our customers will receive a generation charge from the alternative supplier. The stranded cost recovery portion of rates provides for recovery of certain amounts not otherwise considered recoverable in a competitive generation market, including regulatory assets. We are entitled to recover $234 million of stranded costs through a competitive transition charge that starts in 1999 and ends in 2005. The Clean Air Act Amendments of 1990, discussed in Note 5, require additional emission reductions by 2000. We are pursuing cost- effective compliance strategies for meeting these reduction requirements. On September 24, 1998, the Federal Environmental Protection Agency issued a final rule establishing tighter nitrogen oxide emission requirements for fossil fuel-fired utility boilers in Pennsylvania, Ohio and twenty other eastern states, including the District of Columbia (see "Environmental Matters" in Note 5). Controls must be in place by May 2003, with required reductions achieved during the five-month summer ozone season (May through September). The new rule is expected to increase the cost of producing electricity; however, we believe that we are in a better position than a number of other utilities to achieve compliance due to our nuclear generation capacity. In connection with FirstEnergy's regulatory plan to reduce fixed costs and lower rates, we continue to take steps to restructure our operations. FirstEnergy announced plans to transfer our transmission assets into a new subsidiary, American Transmission Systems, Inc., with the transfer expected to be finalized in 1999. The new subsidiary represents a first step toward the goal of establishing or becoming part of a larger independent transmission company (TransCo). We believe that a TransCo better addresses the Federal Energy Regulatory Commission's (FERC) stated transmission objectives of providing non-discriminatory service, while providing for streamlined and cost-efficient operation. In working toward the goal of forming a larger regional transmission entity, FirstEnergy, American Electric Power, Virginia Power and Consumers Energy announced in November 1998 that they would prepare a FERC filing during 1999 for such a regional transmission entity. The entity would be designed to meet the goals of reducing transmission costs that result when transferring power over several transmission systems, ensuring transmission reliability and providing non-discriminatory access to the transmission grid. Year 2000 Readiness The Year 2000 issue is the result of computer programs being written using two digits rather than four to identify the applicable year. Any of our programs that have date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. Because so many of our computer functions are date sensitive, this could cause far-reaching problems, such as system- wide computer failures and miscalculations, if no remedial action is taken. We have developed a multi-phase program for Year 2000 compliance that consists of an assessment of our systems and operations that could be affected by the Year 2000 problem; remediation or replacement of noncompliant systems and components; and testing of systems and components following such remediation or replacement. We have focused our Year 2000 review on three areas: centralized system applications, noncentralized systems and relationships with third parties (including suppliers as well as end- use customers). Our review of system readiness extends to systems involving customer service, safety, shareholder needs and regulatory obligations. We are committed to taking appropriate actions to eliminate or lessen negative effects of the Year 2000 issue on our operations. We have completed an inventory of all computer systems and hardware including equipment with embedded computer chips and have determined which systems need to be converted or replaced to become Year 2000- ready and are in the process of remediating them. Based on our timetable, we expect to have all identified repairs, replacements and upgrades completed to achieve Year 2000 readiness by September 1999. Most of our Year 2000 issues will be resolved through system replacement. Of our major centralized systems, the general ledger system and inventory management, procurement and accounts payable systems were replaced at the end of 1998. Our payroll system was enhanced to be Year 2000 compliant in July 1998. The customer service system is due to be replaced in mid-1999. We have completed formal communications with most of our key suppliers to determine the extent to which we are vulnerable to those third parties' failure to resolve their own Year 2000 problems. For suppliers having potential compliance problems, we are developing alternate sources and services in the event such noncompliance occurs. We are also identifying areas requiring higher inventory levels based on compliance uncertainties. There can be no guarantee that the failure of companies to resolve their own Year 2000 issue will not have a material adverse effect on our business, financial condition and results of operations. We are using both internal and external resources to reprogram and/or replace and test our software for Year 2000 modifications. Of the $6 million total project cost, approximately $5 million will be capitalized since those costs are attributable to the purchase of new software for total system replacements because the Year 2000 solution comprises only a portion of the benefits resulting from the system replacements. The remaining $1 million will be expensed as incurred. As of December 31, 1998, we have spent $3 million for Year 2000 capital projects and had expensed approximately $600,000 for Year 2000-related maintenance activities. Our total Year 2000 project cost, as well as our estimates of the time needed to complete remedial efforts, are based on currently available information and do not include the estimated costs and time associated with the impact of third party Year 2000 issues. We believe we are managing the Year 2000 issue in such a way that our customers will not experience any interruption of service. We believe the most likely worst-case scenario from the Year 2000 issue will be disruption in power plant monitoring systems, thereby producing inaccurate data and potential failures in electronic switching mechanisms at transmission junctions. This would prolong localized outages, as technicians would have to manually activate switches. Such an event could have a material, but currently undeterminable, effect on our financial results. We are developing contingency plans to address the effects of any delay in becoming Year 2000 compliant and expect to have contingency plans completed by June 1999. The costs of the project and the dates on which we plan to complete the Year 2000 modifications are based on management's best estimates, which were derived from numerous assumptions of future events including the continued availability of certain resources, and other factors. However, there can be no guarantee that this project will be completed as planned and actual results could differ materially from the estimates. Specific factors that might cause material differences include but are not limited to, the availability and cost of trained personnel, the ability to locate and correct all relevant computer code, and similar uncertainties. PENNSYLVANIA POWER COMPANY STATEMENTS OF INCOME For the Years Ended December 31, 1998 1997 1996 - ------------------------------------------------------------------------------------------------ (In thousands) OPERATING REVENUES $323,756 $323,381 $322,625 -------- -------- -------- OPERATING EXPENSES AND TAXES: Fuel and purchased power 76,801 67,345 67,443 Nuclear operating costs 22,968 26,220 22,064 Other operating costs 52,348 66,518 59,753 -------- -------- -------- Total operation and maintenance expenses 152,117 160,083 149,260 Provision for depreciation and amortization 59,264 64,628 57,114 General taxes 22,540 22,379 24,015 Income taxes 31,794 25,555 29,907 -------- -------- -------- Total operating expenses and taxes 265,715 272,645 260,296 -------- -------- -------- OPERATING INCOME 58,041 50,736 62,329 OTHER INCOME 2,485 2,760 5,760 -------- -------- -------- INCOME BEFORE NET INTEREST CHARGES 60,526 53,496 68,089 -------- -------- -------- NET INTEREST CHARGES: Interest on long-term debt 19,255 20,458 25,715 Interest on nuclear fuel obligations 28 276 219 Allowance for borrowed funds used during construction (294) (414) (387) Other interest expense 1,789 1,704 1,955 -------- -------- -------- Net interest charges 20,778 22,024 27,502 -------- -------- -------- INCOME BEFORE EXTRAORDINARY ITEM 39,748 31,472 40,587 EXTRAORDINARY ITEM (NET OF INCOME TAXES) (Note 1) (30,522) -- -- -------- -------- -------- NET INCOME 9,226 31,472 40,587 PREFERRED STOCK DIVIDEND REQUIREMENTS 4,626 4,626 4,626 -------- -------- -------- EARNINGS ON COMMON STOCK $ 4,600 $ 26,846 $ 35,961 ======== ======== ======== PENNSYLVANIA POWER COMPANY BALANCE SHEETS At December 31, 1998 1997 - ---------------------------------------------------------------------------------------------------- (In thousands) ASSETS UTILITY PLANT: In service $686,771 $1,237,562 Less-Accumulated provision for depreciation 291,188 508,981 -------- ---------- 395,583 728,581 -------- ---------- Construction work in progress- Electric plant 17,187 7,427 Nuclear fuel 508 6,788 -------- ---------- 17,695 14,215 -------- ---------- 413,278 742,796 -------- ---------- OTHER PROPERTY AND INVESTMENTS 29,177 26,157 -------- ---------- CURRENT ASSETS: Cash and cash equivalents 7,485 660 Notes receivable from parent company (Note 4) 50,000 17,500 Receivables- Customers (less accumulated provisions of $3,599,000 and $3,609,000, respectively, for uncollectible accounts) 34,737 33,934 Associated companies 34,430 12,599 Other 12,472 14,426 Materials and supplies, at average cost 15,515 14,973 Prepayments 2,657 1,707 -------- ---------- 157,296 95,799 -------- ---------- DEFERRED CHARGES: Regulatory assets 371,027 162,966 Other 6,994 6,739 -------- ---------- 378,021 169,705 -------- ---------- $977,772 $1,034,457 ======== ========== CAPITALIZATION AND LIABILITIES CAPITALIZATION (See Statements of Capitalization): Common stockholder's equity $275,281 $ 291,977 Preferred stock- Not to subject to mandatory redemption 50,905 50,905 Subject mandatory redemption 15,000 15,000 Long-term debt- Associated companies 6,617 9,231 Other 281,072 280,074 -------- ---------- 628,875 647,187 -------- ---------- CURRENT LIABILITIES: Currently payable long-term debt- Associated companies 5,557 6,958 Other 984 1,443 Accounts payable- Associated companies 9,676 6,788 Other 23,156 22,751 Accrued taxes 12,849 12,332 Accrued interest 6,519 6,588 Other 17,046 14,746 -------- ---------- 75,787 71,606 -------- ---------- DEFERRED CREDITS: Accumulated deferred income taxes 212,427 239,952 Accumulated deferred investment tax credits 7,787 26,052 Other 52,896 49,660 -------- ---------- 273,110 315,664 -------- ---------- COMMITMENTS, GUARANTEES AND CONTINGENCIES (Notes 2 and 5) -------- ---------- $977,772 $1,034,457 ======== ========== <FN> The accompanying Notes to Financial Statements are an integral part of these balance sheets. PENNSYLVANIA POWER COMPANY STATEMENTS OF CAPITALIZATION At December 31, 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------- (Dollars in thousands, except per share amounts) COMMON STOCKHOLDER'S EQUITY: Common stock, $30 par value, 6,500,000 shares authorized, 6,290,000 shares outstanding $188,700 $188,700 Other paid-in capital (310) (310) Accumulated other comprehensive income (Note 3B) -- (90) Retained earnings (Note 3A) 86,891 103,677 -------- -------- Total common stockholder's equity 275,281 291,977 -------- -------- Number of Shares Optional Outstanding Redemption Price ----------------- ----------------------- 1998 1997 Per Share Aggregate ---- ---- --------- --------- PREFERRED STOCK (Note 3C): Cumulative, $100 par value- Authorized 1,200,000 shares Not Subject to Mandatory Redemption: 4.24% 40,000 40,000 $103.13 $ 4,125 4,000 4,000 4.25% 41,049 41,049 105.00 4,310 4,105 4,105 4.64% 60,000 60,000 102.98 6,179 6,000 6,000 7.64% 60,000 60,000 101.42 6,085 6,000 6,000 7.75% 250,000 250,000 -- -- 25,000 25,000 8.00% 58,000 58,000 102.07 5,920 5,800 5,800 ------- ------- ------- -------- -------- Total not subject to mandatory redemption 509,049 509,049 $26,619 50,905 50,905 ======= ======= ======= -------- -------- Subject to Mandatory Redemption (Note 3D): 7.625% 150,000 150,000 106.86 $16,029 15,000 15,000 ======= ======= ======= -------- -------- LONG-TERM DEBT (Note 3E): First mortgage bonds- 9.740% due 1999-2019 20,000 20,000 7.500% due 2003 40,000 40,000 6.375% due 2004 20,500 20,500 6.625% due 2004 14,000 14,000 8.500% due 2022 27,250 27,250 7.625% due 2023 6,500 6,500 -------- -------- Total first mortgage bonds 128,250 128,250 -------- -------- Secured notes- 4.750% due 1998 -- 850 6.080% due 2000 23,000 23,000 5.400% due 2013 1,000 1,000 5.400% due 2017 10,600 10,600 7.150% due 2017 17,925 17,925 5.900% due 2018 16,800 16,800 8.100% due 2020 5,200 5,200 7.150% due 2021 14,482 14,482 6.150% due 2023 12,700 12,700 *4.150% due 2027 10,300 10,300 6.450% due 2027 14,500 14,500 5.375% due 2028 1,734 -- 5.450% due 2028 6,950 6,950 6.000% due 2028 14,250 14,250 5.950% due 2029 238 238 -------- -------- Total secured notes 149,679 148,795 -------- -------- Other obligations- Nuclear fuel 12,174 16,189 Capital leases (Note 2) 4,635 5,022 -------- -------- Total other obligations 16,809 21,211 -------- -------- Net unamortized discount on debt (508) (550) -------- -------- Long-term debt due within one year (6,541) (8,401) -------- -------- Total long-term debt 287,689 289,305 -------- -------- TOTAL CAPITALIZATION $628,875 $647,187 ======== ======== <FN> * Denotes variable rate issue with December 31, 1998 interest rate shown. The accompanying Notes to Financial Statements are an integral part of these statements. PENNSYLVANIA POWER COMPANY STATEMENTS OF COMMON STOCKHOLDER'S EQUITY Accumulated Other Comprehensive Other Comprehensive Income Number Par Paid-In Income Retained (Note 3B) of Shares Value Capital (Note 3B) Earnings ------------- ---------- ------- ------- -------------- --------- (Dollars in thousands) Balance, January 1, 1996 6,290,000 $188,700 $(310) $(112) $ 83,642 Net income $40,587 40,587 Minimum liability for unfunded retirement benefits, net of $7,000 of income taxes 9 9 ------- Comprehensive income $40,596 ======= Cash dividends on common stock (21,386) Cash dividends on preferred stock (4,626) - ----------------------------------------------------------------------------------------------------- Balance, December 31, 1996 6,290,000 188,700 (310) (103) 98,217 Net income $31,472 31,472 Minimum liability for unfunded retirement benefits, net of $9,000 of income taxes 13 13 ------- Comprehensive income $31,485 ======= Cash dividends on common stock (21,386) Cash dividends on preferred stock (4,626) - ------------------------------------------------------------------------------------------------------ Balance, December 31, 1997 6,290,000 188,700 (310) (90) 103,677 Net income $ 9,226 9,226 Transfer of minimum liability for unfunded retirement benefits to FirstEnergy 90 90 ------- Comprehensive income $ 9,316 ======= Cash dividends on common stock (21,386) Cash dividends on preferred stock (4,626) - ------------------------------------------------------------------------------------------------------ Balance, December 31, 1998 6,290,000 $188,700 $(310) $ -- $ 86,891 ====================================================================================================== STATEMENTS OF PREFERRED STOCK Not Subject to Subject to Mandatory Redemption Mandatory Redemption -------------------- -------------------- Number Par Number Par of Shares Value of Shares Value --------- ------- ---------- ------- (Dollars in thousands) Balance, January 1, 1996 509,049 $50,905 150,000 $15,000 - ----------------------------------------------------------------------------- Balance, December 31, 1996 509,049 50,905 150,000 15,000 - ----------------------------------------------------------------------------- Balance, December 31, 1997 509,049 50,905 150,000 15,000 - ----------------------------------------------------------------------------- Balance, December 31, 1998 509,049 $50,905 150,000 $15,000 ============================================================================= <FN> The accompanying Notes to Financial Statements are an integral part of these statements. PENNSYLVANIA POWER COMPANY STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1998 1997 1996 - ------------------------------------------------------------------------------------------------ (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,226 $31,472 $ 40,587 Adjustments to reconcile net income to net cash from operating activities: Provision for depreciation and amortization 59,264 64,628 57,114 Nuclear fuel and lease amortization 5,418 7,172 8,693 Other amortization, net (330) (1,187) (1,700) Deferred income taxes, net (20,007) (6,631) 396 Investment tax credits, net (2,289) (2,331) (2,138) Deferred fuel costs, net -- -- 3,220 Extraordinary item 51,730 -- -- Receivables (20,680) 6,515 (1,193) Materials and supplies (542) (704) 1,319 Accounts payable 3,293 (4,476) (2,472) Other 3,148 (5,707) (12,087) -------- ------- -------- Net cash provided from operating activities 88,231 88,751 91,739 -------- ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Long-term debt 1,563 9,942 -- Redemptions and Repayments- Long-term debt 6,088 39,464 84,347 Dividend Payments- Common stock 21,386 21,386 21,386 Preferred stock 4,626 4,626 4,626 -------- ------- -------- Net cash used for financing activities 30,537 55,534 110,359 -------- ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions 16,495 14,513 20,361 Loan to parent 32,500 15,000 -- Loan payment from parent -- -- (19,500) Other 1,874 4,431 116 -------- ------- -------- Net cash used for investing activities 50,869 33,944 977 -------- ------- -------- Net increase (decrease) in cash and cash equivalents 6,825 (727) (19,597) Cash and cash equivalents at beginning of year 660 1,387 20,984 -------- ------- -------- Cash and cash equivalents at end of year $ 7,485 $ 660 $ 1,387 ======== ======= ======== SUPPLEMENTAL CASH FLOWS INFORMATION: Cash paid during the year- Interest (net of amounts capitalized) $ 19,057 $21,137 $ 26,653 ======== ======= ======== Income taxes $ 32,290 $38,324 $ 36,815 ======== ======= ======== <FN> The accompanying Notes to Financial Statements are an integral part of these statements. PENNSYLVANIA POWER COMPANY STATEMENT OF TAXES For the Years Ended December 31, 1998 1997 1996 - ---------------------------------------------------------------------------------------------- (In thousands) GENERAL TAXES: State gross receipts $ 10,830 $ 11,267 $ 12,305 Real and personal property 6,893 6,060 6,178 State capital stock 2,774 2,566 2,820 Social security and unemployment 1,894 2,224 2,064 Other 149 262 648 -------- -------- -------- Total general taxes $ 22,540 $ 22,379 $ 24,015 ======== ======== ======== PROVISION FOR INCOME TAXES: Currently payable- Federal $ 25,938 $ 27,560 $ 27,282 State 7,654 8,061 7,881 -------- -------- -------- 33,592 35,621 35,163 -------- -------- -------- Deferred, net- Federal (15,454) (5,096) 272 State (4,553) (1,535) 124 -------- -------- -------- (20,007) (6,631) 396 -------- -------- -------- Investment tax credit amortization (2,289) (2,331) (2,138) -------- -------- -------- Total provision for income taxes $ 11,296 $ 26,659 $ 33,421 ======== ======== ======== INCOME STATEMENT CLASSIFICATION OF PROVISION FOR INCOME TAXES: Operating expenses $ 31,794 $ 25,555 $ 29,907 Other income 710 1,104 3,514 Extraordinary item (21,208) -- -- -------- -------- -------- Total provision for income taxes $ 11,296 $ 26,659 $ 33,421 ======== ======== ======== RECONCILIATION OF FEDERAL INCOME TAX EXPENSE AT STATUTORY RATE TO TOTAL PROVISION FOR INCOME TAXES: Book income before provision for income taxes $ 20,522 $ 58,131 $ 74,008 ======== ======== ======== Federal income tax expense at statutory rate $ 7,183 $ 20,346 $ 25,903 Increases (reductions) in taxes resulting from: State income taxes, net of federal income tax benefit 2,016 4,242 5,203 Amortization of investment tax credits (2,289) (2,331) (2,138) Amortization of tax regulatory assets 4,745 4,554 4,423 Other, net (359) (152) 30 -------- -------- -------- Total provision for income taxes $ 11,296 $ 26,659 $ 33,421 ======== ======== ======== ACCUMULATED DEFERRED INCOME TAXES AT DECEMBER 31: Competitive transition charge $135,730 $ -- $ -- Property basis differences 69,867 172,094 178,886 Allowance for equity funds used during construction 7,219 29,875 33,677 Deferred nuclear expense -- 7,163 8,031 Customer receivables for future income taxes 9,690 37,954 40,901 Unamortized investment tax credits (3,193) (10,681) (11,635) Other (6,886) 3,547 3,916 -------- -------- -------- Net deferred income tax liability $212,427 $239,952 $253,776 ======== ======== ======== <FN> The accompanying Notes to Financial Statements are an integral part of these statements. NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The Company, a wholly owned subsidiary of Ohio Edison Company (Edison), follows the accounting policies and practices prescribed by the Pennsylvania Public Utility Commission (PPUC) and the Federal Energy Regulatory Commission (FERC). The preparation of financial statements in conformity with generally accepted accounting principles requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Certain prior year amounts have been reclassified to conform with the current year presentation. REVENUES- The Company's principal business is providing electric service to customers in western Pennsylvania. The Company's retail customers are metered on a cycle basis. Revenue is recognized for unbilled electric service through the end of the year. Receivables from customers include sales to residential, commercial and industrial customers located in the Company's service area and sales to wholesale customers. There was no material concentration of receivables at December 31, 1998 or 1997, with respect to any particular segment of the Company's customers. REGULATORY PLAN- In June 1998, the PPUC authorized a rate restructuring plan for the Company, which superseded the regulatory plan which had been in place for the Company since 1996, and essentially resulted in the deregulation of the Company's generation business as of June 30, 1998. The Company was required to remove from its balance sheet all regulatory assets and liabilities related to its generation business and assess all other assets for impairment. The Securities and Exchange Commission (SEC) issued interpretive guidance regarding asset impairment measurement which concluded that any supplemental regulated cash flows such as a competitive transition charge (CTC) should be excluded from the cash flows of assets in a portion of the business not subject to regulatory accounting practices. If those assets are impaired, a regulatory asset should be established if the costs are recoverable through regulatory cash flows. Consistent with the SEC guidance, the Company reduced its nuclear generating unit investments by approximately $305 million, of which approximately $227 million was recognized as a regulatory asset to be recovered through a CTC over a seven-year transition period; the remaining net amount of $78 million was written off. The charge of $51.7 million ($30.5 million after income taxes) for discontinuing the application of Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS 71), to the Company's generation business was recorded as an extraordinary item on the Statement of Income. The Company's net assets included in utility plant relating to the operations for which the application of SFAS 71 was discontinued were $146 million as of December 31, 1998. All of the Company's regulatory assets are being recovered under provisions of the regulatory plan. In addition, the PPUC had authorized the Company to accelerate at least $358 million, more than the amounts that would have been recognized if the regulatory plan was not in effect. These additional amounts are being recovered through current rates. As of December 31, 1998, the Company's cumulative additional capital recovery and regulatory asset amortization amounted to $184 million (including the impairment discussed above). In December 1996, Pennsylvania enacted "The Electricity Generation Customer Choice and Competition Act," which permitted customers, including the Company's customers, to choose their electric generation supplier, while transmission and distribution services will continue to be supplied by their current providers. Customer choice will be phased in over two years with 66% of each customer class able to choose alternative suppliers of generation on January 2, 1999, and all remaining customers having choice as of January 2, 2000. Under the rate restructuring plan, the Company continues to deliver power to homes and businesses through its transmission and distribution system, which remains regulated by the PPUC. The Company's rates have been restructured to establish separate charges for transmission and distribution; generation, which is subject to competition; and stranded cost recovery. In the event customers obtain power from an alternative source, the generation portion of the Company's rates will be excluded from their bill and the customers will receive a generation charge from the alternative supplier. The stranded cost recovery portion of rates provides for recovery of certain amounts not otherwise considered recoverable in a competitive generation market, including regulatory assets. The Company is entitled to recover $234 million of stranded costs through a CTC that starts in 1999 and ends in 2005. UTILITY PLANT AND DEPRECIATION- Utility plant reflects the original cost of construction (except for nuclear generating units which were adjusted to fair value as discussed above), including payroll and related costs such as taxes, employee benefits, administrative and general costs, and interest costs. The Company provides for depreciation on a straight-line basis at various rates over the estimated lives of property included in plant in service. The annual composite rate for electric plant was approximately 3.0% in 1998 and 2.7% in 1997 and 1996. In addition to the straight-line depreciation recognized in 1998, 1997 and 1996, the Company also recognized additional capital recovery of $15 million, $27 million and $20 million, respectively, as additional depreciation expense in accordance with the regulatory plan. Annual depreciation expense includes approximately $3.1 million for future decommissioning costs applicable to the Company's ownership interest in two nuclear generating units. The Company's share of the future obligation to decommission these units is approximately $88 million in current dollars and (using a 4.0% escalation rate) approximately $205 million in future dollars. The estimated obligation and the escalation rate were developed based on site specific studies. Payments for decommissioning are expected to begin in 2016, when actual decommissioning work begins. The Company has recovered approximately $12 million for decommissioning through its electric rates from customers through December 31, 1998. If the actual costs of decommissioning the units exceed the funds accumulated from investing amounts recovered from customers, the Company expects that additional amount to be recoverable from its customers. The Company has approximately $13.7 million invested in external decommissioning trust funds as of December 31, 1998. Earnings on these funds are reinvested with a corresponding increase to the decommissioning liability. The Company has also recognized an estimated liability of approximately $3.0 million at December 31, 1998 related to decontamination and decommissioning of nuclear enrichment facilities operated by the United States Department of Energy (DOE), as required by the Energy Policy Act of 1992. The Financial Accounting Standards Board (FASB) issued a proposed accounting standard for nuclear decommissioning costs in 1996. If the standard is adopted as proposed: (1) annual provisions for decommissioning could increase; (2) the net present value of estimated decommissioning costs could be recorded as a liability; and (3) income from the external decommissioning trusts could be reported as investment income. The FASB subsequently expanded the scope of the proposed standard to include other closure and removal obligations related to long-lived assets. A revised proposal may be issued by the FASB in 1999. COMMON OWNERSHIP OF GENERATING FACILITIES- The Company and other Central Area Power Coordination Group (CAPCO) companies own, as tenants in common, various power generating facilities. Each of the companies is obligated to pay a share of the costs associated with any jointly owned facility in the same proportion as its interest. The Company's portion of operating expenses associated with jointly owned facilities is included in the corresponding operating expenses on the Statements of Income. The amounts reflected on the Balance Sheet under utility plant at December 31, 1998, include the following: Utility Accumulated Construction Company's Generating Plant Provision for Work in Ownership Units in Service Depreciation Progress Interest - --------------------------------------------------------------------------- (In millions) W. H. Sammis #7 $ 57.8 $21.8 $0.3 20.80% Bruce Mansfield #1, #2 and #3 98.9 47.3 0.6 5.76% Beaver Valley #1 18.6 1.2 2.2 17.50% Perry #1 1.5 0.6 1.1 5.24% - -------------------------------------------------------------------------- Total $176.8 $70.9 $4.2 ========================================================================== On October 15, 1998, FirstEnergy Corp. (FirstEnergy) the parent company of Edison, announced that it signed an agreement in principle with Duquesne Light Company (Duquesne) that would result in the transfer of 1,436 megawatts owned by Duquesne at eight CAPCO generating units in exchange for 1,328 megawatts at three non-CAPCO power plants owned by the Company, Edison and The Cleveland Electric Illuminating Company, an affiliate. As part of this exchange, the Company will transfer its 339-megawatt New Castle Plant and its 4- megawatt interest in the Niles Plant to Duquesne. A definitive agreement on the exchange of assets, which will be structured as a tax-free transaction to the extent possible, will provide FirstEnergy's utility operating companies with exclusive ownership and operating control of all CAPCO generating units. Duquesne will fund decommissioning costs equal to its percentage interest in the three nuclear generating units to be transferred. The asset transfer is expected to take twelve to eighteen months to close. NUCLEAR FUEL- OES Fuel, Incorporated (OES Fuel), a wholly owned subsidiary of Edison, is the sole lessor for the Company's nuclear fuel requirements. Minimum lease payments during the next five years are estimated to be as follows: (In millions) - ------------------------------- 1999 $6.3 2000 3.6 2001 2.2 2002 1.2 2003 0.2 - ------------------------------ The Company amortizes the cost of nuclear fuel based on the rate of consumption. The Company's electric rates include amounts for the future disposal of spent nuclear fuel based upon the formula used to compute payments to the DOE. INCOME TAXES- Details of the total provision for income taxes are shown on the Statements of Taxes. Deferred income taxes result from timing differences in the recognition of revenues and expenses for tax and accounting purposes. Investment tax credits, which were deferred when utilized, are being amortized over the recovery period of the related property. The liability method is used to account for deferred income taxes. Deferred income tax liabilities related to tax and accounting basis differences are recognized at the statutory income tax rates in effect when the liabilities are expected to be paid. Since Edison became a wholly owned subsidiary of FirstEnergy on November 8, 1997, the Company is included in FirstEnergy's consolidated federal income tax return. The consolidated tax liability is allocated on a "stand- alone" company basis, with the Company recognizing any tax losses or credits it contributed to the consolidated return. RETIREMENT BENEFITS- The Company's trusteed, noncontributory defined benefit pension plan covers almost all full-time employees. Upon retirement, employees receive a monthly pension based on length of service and compensation. In 1998, the Company's, Edison's and Centerior Energy Corporation pension plans were merged into the FirstEnergy pension plans. The Company uses the projected unit credit method for funding purposes and was not required to make pension contributions during the three years ended December 31, 1998. The assets of the pension plans consist primarily of common stocks, United States government bonds and corporate bonds. The Company provides a minimum amount of noncontributory life insurance to retired employees in addition to optional contributory insurance. Health care benefits, which include certain employee deductibles and copayments, are also available to retired employees, their dependents and, under certain circumstances, their survivors. The Company pays insurance premiums to cover a portion of these benefits in excess of set limits; all amounts up to the limits are paid by the Company. The Company recognizes the expected cost of providing other postretirement benefits to employees and their beneficiaries and covered dependents from the time employees are hired until they become eligible to receive those benefits. The following sets forth the funded status of the FirstEnergy plans in 1998 and the Company's plans in 1997 and amounts recognized on the Balance Sheets as of December 31 (which includes the Company's share of the FirstEnergy 1998 plans' net prepaid pension cost and accrued other postretirement benefits costs of $9.0 million and $28.4 million, respectively): Other Pension Benefits Postretirement Benefits ---------------- ----------------------- 1998 1997 1998 1997 - -------------------------------------------------------------------------------------------------- (In millions) Change in benefit obligation: Benefit obligation as of January 1* $1,327.5 $122.8 $ 534.1 $ 43.7 Service cost 25.0 2.7 7.5 0.9 Interest cost 92.5 8.9 37.6 3.2 Plan amendments 44.3 0.5 40.1 -- Early retirement program expense -- 5.8 -- 0.3 Actuarial loss 101.6 10.1 10.7 1.5 Benefits paid (90.8) (8.4) (28.7) (2.3) - --------------------------------------------------------------------------------------------- Benefit obligation as of December 31 1,500.1 142.4 601.3 47.3 - --------------------------------------------------------------------------------------------- Change in plan assets: Fair value of plan assets as of January 1* 1,542.5 150.5 2.8 0.2 Actual return on plan assets 231.3 30.0 0.7 0.1 Company contribution -- -- 0.4 -- Benefits paid (90.8) (8.4) -- -- - --------------------------------------------------------------------------------------------- Fair value of plan assets as of December 31 1,683.0 172.1 3.9 0.3 - --------------------------------------------------------------------------------------------- Funded status of plan* 182.9 29.7 (597.4) (47.0) Unrecognized actuarial loss (gain) (110.8) (25.7) 30.6 4.3 Unrecognized prior service cost 63.0 4.2 27.4 (4.0) Unrecognized net transition obligation (asset) (18.0) (5.3) 129.3 21.4 - --------------------------------------------------------------------------------------------- Prepaid (accrued) benefit cost $ 117.1 $ 2.9 $(410.1) $(25.3) ============================================================================================= Assumptions used as of December 31: Discount rate 7.00% 7.25% 7.00% 7.25% Expected long-term return on plan assets 10.25% 10.00% 10.25% 10.00% Rate of compensation increase 4.00% 4.00% 4.00% 4.00% <FN> * 1998 beginning balances reflect 1998 merger of the Company's, Edison's and Centerior plans into FirstEnergy plans. Net pension and other postretirement benefit costs for the three years ended December 31, 1998 (including the Company's share of FirstEnergy plans' 1998 pension benefits costs and other postretirement benefit costs of $(6.1) million and $5.4 million, respectively) were computed as follows: Other Pension Benefits Postretirement Benefits -------------------- ---------------------- 1998 1997 1996 1998 1997 1996 - --------------------------------------------------------------------------------------------- (In millions) Service cost $ 25.0 $ 2.7 $ 3.2 $ 7.5 $0.9 $ 1.1 Interest cost 92.5 8.9 9.5 37.6 3.2 3.2 Expected return on plan assets (152.7) (14.7) (12.3) (0.3) -- -- Amortization of transition obligation (asset) (8.0) (1.0) (1.0) 9.2 1.2 1.7 Amortization of prior service cost 2.3 0.4 0.4 (0.8) -- (0.3) Recognized net actuarial gain (2.6) (0.4) -- -- -- -- Voluntary early retirement program expense -- 5.8 -- -- 0.3 -- Plan curtailment loss (gain) -- -- (4.3) -- -- 3.5 - ------------------------------------------------------------------------------------------- Net benefit cost $ (43.5) $ 1.7 $ (4.5) $53.2 $5.6 $ 9.2 ============================================================================================ In accordance with SFAS 88 "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," the 1996 net pension costs and postretirement benefit costs shown above included curtailment effects (significant changes in projected plan assumptions) relating to the pension and postretirement benefit plans. The employee terminations reflected in the Company's 1996 restructuring activities represented a plan curtailment that significantly reduced the expected future employee service years and the related accrual of defined pension and postretirement benefits. In the pension plan, the reduction in the benefit obligation increased the net pension asset and was shown as a plan curtailment gain. In the postretirement benefit plan, the unrecognized prior service cost associated with service years no longer expected to be rendered as a result of the terminations, was shown as a plan curtailment loss. The FirstEnergy plans' health care trend rate assumption is 5.5% in the first year gradually decreasing to 4.0% for the year 2008 and later. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. An increase in the health care trend rate assumption by one percentage point would increase the total service and interest cost components by $4.0 million and the postretirement benefit obligation by $68.1 million. A decrease in the same assumption by one percentage point would decrease the total service and interest cost components by $3.2 million and the postretirement benefit obligation by $55.2 million. TRANSACTIONS WITH AFFILIATED COMPANIES- Transactions with affiliated companies are included on the Statements of Income as follows: 1998 1997 1996 - ------------------------------------------------------------------- (In millions) Operating revenues: Electric sales $ 9.8 $ 6.1 $ 3.6 Bruce Mansfield Plant administrative and general charges to affiliates 6.3 0.9 -- Other transactions 0.7 0.4 0.4 - ------------------------------------------------------------------- $16.8 $ 7.4 $ 4.0 =================================================================== Fuel and purchased power: Purchased power $20.9 $12.7 $13.2 Nuclear fuel leased from OES Fuel 5.9 7.5 9.6 - ------------------------------------------------------------------- $26.8 $20.2 $22.8 =================================================================== Other operating costs: Rental of transmission lines $ 1.3 $ 1.0 $ 1.0 Data processing services 2.8 2.9 2.5 Other transactions 5.4 4.4 3.9 - ------------------------------------------------------------------- $ 9.5 $ 8.3 $ 7.4 =================================================================== SUPPLEMENTAL CASH FLOWS INFORMATION- All temporary cash investments purchased with an initial maturity of three months or less are reported as cash equivalents on the Balance Sheets. The Company reflects temporary cash investments at cost, which approximates their market value. Noncash financing and investing activities included capital lease transactions amounting to $0.8 million, $8.5 million and $4.1 million for the years 1998, 1997 and 1996, respectively. All borrowings with initial maturities of less than one year are defined as financial instruments under generally accepted accounting principles and are reported on the Balance Sheets at cost, which approximates their fair market value. The following sets forth the approximate fair value and related carrying amounts of all other long-term debt, preferred stock subject to mandatory redemption and investments other than cash and cash equivalents as of December 31: 1998 1997 - -------------------------------------------------------------------- Carrying Fair Carrying Fair Value Value Value Value - -------------------------------------------------------------------- (In millions) Long-term debt $278 $294 $277 $291 Preferred stock 15 16 15 15 Investments other than cash and cash equivalents 17 21 14 15 - -------------------------------------------------------------------- The fair values of long-term debt and preferred stock reflect the present value of the cash outflows relating to those securities based on the current call price, the yield to maturity or the yield to call, as deemed appropriate at the end of each respective year. The yields assumed were based on securities with similar characteristics offered by a corporation with credit ratings similar to the Company's ratings. The fair value of investments other than cash and cash equivalents represent cost (which approximates fair value) or the present value of the cash inflows based on the yield to maturity. The yields assumed were based on financial instruments with similar characteristics and terms. Investments other than cash and cash equivalents consist primarily of decommissioning trust investments. Unrealized gains and losses applicable to the decommissioning trust have been recognized in the trust investment with a corresponding change to the decommissioning liability. The Company has no securities held for trading purposes. REGULATORY ASSETS- The Company recognizes, as regulatory assets, costs which the FERC and PPUC have authorized for recovery from customers in future periods. Without such authorization, the costs would have been charged to income as incurred. All regulatory assets are being recovered from customers under the Company's regulatory plan. Based on the regulatory plan, at this time, the Company believes it will continue to be able to bill and collect cost-based rates relating to the Company's nongeneration operations; accordingly, it is appropriate that the Company continues the application of SFAS 71 relating to those operations. The Company recognized additional cost recovery of $24 million, $11 million and $8 million in 1998, 1997 and 1996, respectively, as additional regulatory asset amortization in accordance with its regulatory plan. Regulatory assets on the Balance Sheets are comprised of the following: 1998 1997 - ------------------------------------------------------------------- (In millions) Competitive transition charge $331.0 $ -- Customer receivables for future income taxes 23.6 92.6 Nuclear unit expenses -- 17.5 Perry Unit 2 termination -- 36.7 Loss on reacquired debt 8.2 9.2 DOE decommissioning and decontamination costs 0.3 3.6 Employee postretirement benefit costs 6.2 -- Other 1.7 3.4 - ------------------------------------------------------------------- Total $371.0 $163.0 =================================================================== 2. LEASES The Company leases certain transmission facilities, office space and other property and equipment under cancelable and noncancelable leases. Consistent with the regulatory treatment, the rentals for capital and operating leases are charged to operating expenses on the Statements of Income. Such costs for the three years ended December 31, 1998, are summarized as follows: 1998 1997 1996 - ----------------------------------------------------- (In millions) Operating leases Interest element $0.5 $0.5 $0.5 Other 1.3 1.5 1.3 Capital leases Interest element 0.6 0.7 0.7 Other 0.7 0.8 0.9 - --------------------------------------------------- Total rental payments $3.1 $3.5 $3.4 =================================================== The future minimum lease payments as of December 31, 1998, are: Capital Operating Leases Leases - ------------------------------------------------------------------ (In millions) 1999 $ 1.3 $0.2 2000 1.2 0.2 2001 1.0 0.2 2002 1.0 0.2 2003 0.9 0.2 Years thereafter 9.6 3.0 - -------------------------------------------------------------- Total minimum lease payments 15.0 $4.0 ==== Executory costs 3.1 - ----------------------------------------------- Net minimum lease payments 11.9 Interest portion 7.3 - ----------------------------------------------- Present value of net minimum lease payments 4.6 Less current portion 0.5 - ----------------------------------------------- Noncurrent portion $ 4.1 =============================================== 3. CAPITALIZATION: (A) RETAINED EARNINGS- Under the Company's Charter, the Company's retained earnings unrestricted for payment of cash dividends on the Company's common stock were $75.3 million at December 31, 1998. (B) COMPREHENSIVE INCOME- In 1998, the Company adopted SFAS 130, "Reporting Comprehensive Income," and applied the standard to all periods presented in the Statements of Common Stockholder's Equity. Comprehensive income includes net income as reported on the Statements of Income and all other changes in common stockholder's equity except dividends to stockholders. (C) PREFERRED STOCK- The Company's 7.75% series of preferred stock has restrictions which prevent early redemption prior to July 2003. All other preferred stock may be redeemed by the Company in whole, or in part, with 30-60 days' notice. (D) PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION- The Company's 7.625% series has an annual sinking fund requirement for 7,500 shares beginning on October 1, 2002. (E) LONG-TERM DEBT- The first mortgage indenture and its supplements, which secure all of the Company's first mortgage bonds, serve as a direct first mortgage lien on substantially all property and franchises, other than specifically excepted property, owned by the Company. Long-term debt maturities (excluding capital leases) during the next five years are $0.5 million in 1999, $24.0 million in 2000, $1.0 million in 2001, $1.0 million in 2002 and $41.0 million in 2003. The Company's obligations to repay certain pollution control revenue bonds are secured by series of first mortgage bonds and, in some cases, by subordinate liens on the related pollution control facilities. 4. SHORT-TERM BORROWINGS: The Company has a credit agreement with Edison whereby either company can borrow funds from the other by issuing unsecured notes at the prevailing prime or similar interest rate. Under the terms of this agreement, the maximum borrowing is limited only by the availability of funds; however, the Company's borrowing under this agreement is currently limited by the PPUC to a total of $50 million. Either company can terminate the agreement with six months' notice. 5. COMMITMENTS, GUARANTEES AND CONTINGENCIES: CAPITAL EXPENDITURES- The Company's current forecast reflects expenditures of approximately $167 million for property additions and improvements from 1999 through 2003, of which approximately $28 million is applicable to 1999. Investments for additional nuclear fuel during the 1999-2003 period are estimated to be approximately $28 million, of which approximately $3 million applies to 1999. During the same periods, the Company's nuclear fuel investments are expected to be reduced by approximately $29 million and $6 million, respectively, as the nuclear fuel is consumed. NUCLEAR INSURANCE- The Price-Anderson Act limits the public liability relative to a single incident at a nuclear power plant to $9.7 billion. The amount is covered by a combination of private insurance and an industry retrospective rating plan. Based on its present ownership interests in Beaver Valley Unit 1 and the Perry Plant, the Company's maximum potential assessment under the industry retrospective rating plan (assuming the other co-owners contribute their proportionate shares of any assessments under the retrospective rating plan) would be $20 million per incident but not more than $2.3 million in any one year for each incident. The Company is also insured as to its interest in Beaver Valley Unit 1 and the Perry Plant under policies issued to the operating company for each plant. Under these policies, up to $2.75 billion is provided for property damage and decontamination and decommissioning costs. The Company has also obtained approximately $69.5 million of insurance coverage for replacement power costs for its interests in Perry and Beaver Valley Unit 1. Under these policies, the Company can be assessed a maximum of approximately $2.8 million for incidents at any covered nuclear facility occurring during a policy year which are in excess of accumulated funds available to the insurer for paying losses. The Company intends 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 Company's 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 Company's insurance policies, or to the extent such insurance becomes unavailable in the future, the Company would remain at risk for such costs. GUARANTEE- The Company, together with the other CAPCO companies, has severally guaranteed certain debt and lease obligations in connection with a coal supply contract for the Bruce Mansfield Plant. As of December 31, 1998, the Company's share of the guarantee (which approximates fair market value) was $3.6 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. The Company's total payments under the coal supply contract were $15.0 million, $13.3 million and $11.1 million during 1998, 1997, and 1996, respectively. The Company's minimum payment for 1999 is approximately $4 million. The contract expires December 31, 1999. ENVIRONMENTAL MATTERS- Various federal, state and local authorities regulate the Company with regard to air and water quality and other environmental matters. The Company has estimated additional capital expenditures for environmental compliance of approximately $47 million, which is included in the construction forecast provided under "Capital Expenditures" for 1999 through 2003. The Company is in compliance with the current sulfur dioxide (SO2) and nitrogen oxides (NOx) reduction requirements under the Clean Air Act Amendments of 1990. SO2 reductions in 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. In September 1998, the Environmental Protection Agency (EPA) finalized regulations requiring additional NOx reductions from the Company's Pennsylvania facilities by May 2003. The EPA's NOx Transport Rule imposes uniform reductions of NOx emissions across a region of twenty-two states and the District of Columbia, including Ohio and Pennsylvania, based on a conclusion that such NOx emissions are contributing significantly to ozone pollution in the eastern United States. By September 1999, each of the twenty-two states are required to submit revised State Implementation Plans (SIP) which comply with individual state NOx budgets established by the EPA. These state NOx budgets contemplate an 85% reduction in utility plant NOx emissions from 1990 emissions. A proposed Federal Implementation Plan accompanied the NOx Transport Rule and may be implemented by the EPA in states which fail to revise their SIP. In another separate but related action, eight states filed petitions with the EPA under Section 126 of the Clean Air Act seeking reductions of NOx emissions which are alleged to contribute to ozone pollution in the eight petitioning states. The EPA suggests that the Section 126 petitions will be adequately addressed by the NOx Transport Program, but a September 1998 proposed rulemaking established an alternative program which would require nearly identical 85% NOx reductions at the Company's Ohio and Pennsylvania plants by May 2003 in the event implementation of the NOx Transport Rule is delayed. FirstEnergy continues to evaluate its compliance plans and other compliance options and currently estimates its additional capital expenditures for NOx reductions may reach $500 million. The Company is 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 Company cannot predict what action the EPA may take in the future with respect to the interim enforcement policy. In July 1997, the 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 Company operates affected facilities. Legislative, administrative and judicial actions will continue to change the way that the Company must operate in order to comply with environmental laws and regulations. With respect to any such changes and to the environmental matters described above, the Company expects that any resulting additional capital costs which may be required, as well as any required increase in operating costs, would ultimately be reflected in its generation supply prices. 6. SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED): The following summarizes certain operating results by quarter for 1998 and 1997. March 31, June 30, September 30, December 31, Three Months Ended 1998 1998 1998 1998 - ------------------------------------------------------------------------------------------- (In millions) Operating Revenues $78.5 $ 80.3 $87.9 $77.0 Operating Expenses and Taxes 65.9 70.3 71.5 58.0 - ---------------------------------------------------------------------------------------- Operating Income 12.6 10.0 16.4 19.0 Other Income 0.7 0.6 0.6 0.6 Net Interest Charges 5.4 5.2 5.2 5.1 - ---------------------------------------------------------------------------------------- Income Before Extraordinary Item 7.9 5.4 11.8 14.5 Extraordinary Item (Net of Income Taxes) (Note 1) -- (30.5) -- -- Net Income (Loss) $ 7.9 $(25.1) $11.8 $14.5 ======================================================================================== Earnings (Loss) on Common Stock $ 6.8 $(26.2) $10.7 $13.3 ======================================================================================== March 31, June 30, September 30, December 31, Three Months Ended 1997 1997 1997 1997 - -------------------------------------------------------------------------------------------- (In millions) Operating Revenues $79.0 $79.2 $85.2 $79.9 Operating Expenses and Taxes 65.4 66.2 69.6 71.4 - ---------------------------------------------------------------------------------------- Operating Income 13.6 13.0 15.6 8.5 Other Income 0.7 0.3 0.8 0.9 Net Interest Charges 5.7 5.5 5.5 5.2 - ---------------------------------------------------------------------------------------- Net Income $ 8.6 $ 7.8 $10.9 $ 4.2 ========================================================================================= Earnings on Common Stock $ 7.4 $ 6.6 $ 9.7 $ 3.1 ========================================================================================= Report of Independent Public Accountants To the Stockholders and Board of Directors of Pennsylvania Power Company: We have audited the accompanying balance sheets and statements of capitalization of Pennsylvania Power Company (a Pennsylvania corporation and wholly owned subsidiary of Ohio Edison Company) as of December 31, 1998 and 1997, and the related statements of income, common stockholder's equity, preferred stock, cash flows and taxes for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pennsylvania Power Company as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Cleveland, Ohio February 12, 1999