ITEM 1. BUSINESS
The Company
Pennsylvania Power Company (Company) was organized under the laws of the Commonwealth of Pennsylvania in 1930 and owns property and does business as an electric public utility in that state. The Company is authorized to do business and owns property in the State of Ohio. It is a wholly owned subsidiary of Ohio Edison Company (Edison), an Ohio corporation which does business as an electric public utility in Ohio. The Company and Edison are referred to herein collectively as Companies.
The Company furnishes electric service to communities in a 1,500 square mile area of western Pennsylvania. The Company also provides transmission services and electric energy for resale to certain municipalities in Pennsylvania. The area served by the Company has a population of approximately 340,000.
Central Area Power Coordination Group (CAPCO)
In September 1967, the CAPCO companies, consisting of the Company, Edison, The Cleveland Electric Illuminating Company (CEI), Duquesne Light Company (Duquesne) and The Toledo Edison Company, 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, Units 1, 2 and 3 at the Bruce Mansfield Plant, Unit 1 at the Beaver Valley Power Station and Unit 1 at the Perry Nuclear Power Plant, each now in service.
The present CAPCO Basic Operating Agreement provides, among other things, for coordinated maintenance responsibilities among the CAPCO companies, a limited and qualified mutual backup arrangement in the event of outage of CAPCO units and certain capacity and energy transactions among the CAPCO companies.
The agreements among the CAPCO companies generally treat the Companies 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 the cost of constructing and operating only its proportionate share of 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 Unit 1 and Duquesne is responsible for Beaver Valley Unit 1. The Companies monitor activities in connection with these units but must rely to a significant degree on the operating company for necessary
- 1 - information. The Companies in their oversight role as a practical matter cannot be privy to every detail; it is the operating company that must directly supervise activities and then exercise its reporting responsibilities to the co-owners. The Companies critically review the information given to them by the operating company, but they cannot be absolutely certain that things that they would have considered significant have been reported or that they would always 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 become aware of their significance. The Company has similar responsibilities to the other CAPCO companies with respect to Bruce Mansfield Units 1, 2 and 3 and Edison has those responsibilities with respect to W. H. Sammis Unit 7.
Financing and Construction
The Company accesses the capital markets from time to time to provide funds for its construction program and to refinance existing securities.
Future Financing
The Company's total construction costs, excluding nuclear fuel, amounted to approximately $26,000,000 in 1994. 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 1995-1999, such construction costs are estimated to be approximately $138,000,000, of which approximately $28,000,000 is applicable to 1995. See "Environmental Matters" below with regard to possible environment- related expenditures not included in this estimate.
During the 1995-1999 period, maturities of, and sinking fund requirements for, long-term debt (excluding nuclear fuel) and preferred stock will require the expenditure by the Company of approximately $69,000,000, of which approximately $15,000,000 is applicable to 1995.
The Company leases its nuclear fuel requirements from OES Fuel, Incorporated (a wholly owned subsidiary of Edison). Investments for additional nuclear fuel during the 1995-1999 period are estimated to be approximately $29,000,000, of which approximately $4,000,000 applies to 1995. During the same periods, the Company's nuclear fuel investments are expected to be reduced by approximately $39,000,000 and $9,000,000, respectively, as the nuclear fuel is consumed. The Company recovers the cost of nuclear fuel consumed through its electric rates.
Based on its present plans, the Company could provide for its cash requirements in 1995 from the following sources: funds to be received from operations; available cash and temporary cash investments (approximately $42,000,000 as of December 31, 1994); funds available under short-term bank credit arrangements presently aggregating $5,000,000; and the ability to borrow up to $50,000,000 from Edison, if available, under a system funds pool agreement. Additionally, the Company has $32,000,000 of unused bank facilities which may be borrowed for up to several days at the banks' discretion.
- 2 - For the period 1995-1999, external financings may be used to provide a portion of the Company's cash requirements. 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 Company to comply with coverage requirements in order to issue first mortgage bonds and preferred stock. The Company 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 its financial resources permit.
Except as otherwise indicated, the foregoing statements with respect to construction expenditures are based on estimates made in February 1995 and are subject to change based upon the progress of and changes required in the construction program, including periodic reviews of costs, changing customer requirements for electric energy, the level of earnings and resulting changes in applicable coverage requirements, conditions in capital markets, changes in regulatory requirements and other relevant factors.
Coverage Requirements
The coverage requirements contained in the first mortgage indenture under which the Company issues first mortgage bonds provide that, except for certain refunding purposes, the Company may not issue first mortgage bonds unless applicable net earnings (before income taxes), calculated as provided in the indenture, for any period of twelve consecutive months within the fifteen calendar months preceding the month in which such additional bonds are issued, are at least twice annual interest requirements on outstanding first mortgage bonds, including those being issued. The Company's articles of incorporation prohibit the sale of preferred stock unless applicable gross income, calculated as provided in the articles of incorporation, is equal to at least 1-1/2 times the aggregate of the annual interest requirements on indebtedness and annual dividend requirements on preferred stock outstanding immediately thereafter.
With respect to the issuance of first mortgage bonds, other requirements also apply and are more restrictive than the earnings test at the present time. The Company is currently able to issue $96,000,000 principal amount of first mortgage bonds, with up to $19,000,000 of such amount issuable against property additions; the remainder could be issued against previously retired bonds. Based upon earnings for 1994, the Company would be permitted, under the earnings coverage test contained in the Company's charter, to issue at least $56,000,000 of preferred stock at an assumed dividend rate of 9.50%. If the Company were to issue additional debt at or prior to the time it issued preferred stock, the amount of preferred stock which would be issuable would be reduced.
To the extent that coverage requirements or market conditions restrict the Company's ability to issue desired amounts of first mortgage bonds or preferred stock, the Company may seek other methods of financing. Such financings could include the sale of common stock to Edison, or of such other types of securities as might be authorized by the Pennsylvania Public Utility Commission (PPUC) 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.
- 3 - Utility Regulation
The Company is subject to broad regulation as to rates and other matters by the PPUC. With respect to its wholesale and interstate electric operations and rates, the Company is subject to regulation, including regulation of its accounting policies and practices, by the Federal Energy Regulatory Commission (FERC).
The Energy Policy Act of 1992 (1992 Act) amends portions of the Public Utility Holding Company Act of 1935, providing independent power producers and other nonregulated generating facilities easier entry into the electric generation markets. The 1992 Act also amends portions of the Federal Power Act, authorizing the FERC, under certain circumstances, to mandate access to utility-owned transmission facilities. The Company is currently unable to predict the ultimate effects on its operations resulting from this legislation.
The Company sells power to four wholesale customers under agreements which were extended in 1994; two of the agreements expire in March 1997, and the other two will be in effect until September 1999. The Company also sells power to a fifth municipality which received bids from third parties for power and filed a request with the FERC in September 1994 to require the Company to provide transmission services. On January 25, 1995, FERC ordered the Company to provide transmission services to the municipality and directed both parties to resolve the pricing, terms and conditions of this service. If the Company cannot reach an agreement with the municipality on these issues by April 5, 1995, FERC will establish the final terms.
The Company uses a "levelized" energy cost rate (ECR) for the recovery of fuel and net purchased power costs which are not otherwise recovered through base rates from its customers. The ECR, which includes adjustment for any over or under collection from customers, is recalculated each year.
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. Full power operating licenses were issued for Beaver Valley Unit 1 and Perry Unit 1 on July 1, 1976 and November 13, 1986, respectively.
The construction permit and operating license issued by the NRC applicable to Perry Unit 1 is conditioned to require, among other things: (i) maintenance, emergency, economy and wholesale power and reserve sharing to be made available to, (ii) interconnections to be made with, and (iii) wheeling to be provided for, electric generating and/or distribution systems (or
- 4 - municipalities or cooperatives with the right to engage in such functions) if such entities so request and to permit such entities to become members of CAPCO (subject to certain prerequisites with respect to size), or to acquire a share of the capacity of Perry Unit 1 or any other future nuclear units, if they so desire. In September 1987, Edison asked the NRC to suspend these license conditions. In April 1991, the NRC Staff denied Edison's application; accordingly, Edison petitioned the NRC for a hearing. Pursuant to this request the matter was referred to the Atomic Safety and Licensing Board (ASLB). The ASLB ruled against Edison in November 1992. Edison petitioned the NRC to review the ASLB decision in December 1992. On August 3, 1993, the NRC ruled that the license conditions will not be suspended. On October 1, 1993, Edison appealed the NRC decision in the United States Court of Appeals for the District of Columbia Circuit. If these license conditions are not suspended, they could have a materially adverse but presently undeterminable effect on the Company's future business operations.
The NRC has promulgated and continues to promulgate additional regulations related to the safe operation of nuclear power plants. The Company 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 Unit 1 and Perry Unit 1. Although the Company has no reason to anticipate an accident at any nuclear plant in which it has an interest, if such an accident did happen, it could have a material but presently undeterminable adverse effect on the Company's financial position. In addition, such an accident at any operating nuclear plant, whether or not owned by the Company, could result in regulations or requirements that could affect the operation or licensing of plants that the Company does own with a consequent but presently undeterminable adverse impact, and could affect the Company's ability 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 $8,920,000,000 (assuming 110 units licensed to operate) for a single nuclear incident, which amount is covered by: (i) private insurance amounting to $200,000,000; and (ii) $8,720,000,000 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 $75,500,000 (but not more than $10,000,000 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 its present ownership interest in Beaver Valley Unit 1 and the Perry Plant, the Company's maximum potential assessment under these provisions (assuming the other CAPCO companies were to contribute their proportionate share of any assessments under the retrospective rating plan) would be $18,000,000 per incident but not more than $2,300,000 in any one year for each incident.
In addition to the public liability insurance provided pursuant to the Price-Anderson Act, the Company has also obtained
- 5 - insurance coverage in limited amounts for economic loss and property damage arising out of nuclear incidents. The Company is a member 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 Company has policies, renewable yearly, corresponding to its interest in Beaver Valley Unit 1 and the Perry Plant, which provide an aggregate indemnity of up to approximately $53,100,000 for replacement power costs incurred during an outage after an initial 21-week waiting period. Members of NEIL I pay annual premiums and are subject to assessments if losses exceed the accumulated funds available to the insurer. The Company's present maximum aggregate assessment for incidents occurring during a policy year would be approximately $500,000.
The Company is insured as to its interest in Beaver Valley Unit 1 and the Perry Plant under property damage insurance provided by American Nuclear Insurers (ANI) and Mutual Atomic Energy Liability Underwriters (MAELU) to the operating company for each plant. Under the ANI/MAELU arrangements, $500,000,000 of primary coverage and $850,000,000 of excess coverage for decontamination costs, debris removal and repair and/or replacement of property is provided for Beaver Valley Unit 1 and the Perry Plant. The Company pays annual premiums for this coverage and is not liable for retrospective assessments.
A secondary level of coverage for Beaver Valley Unit 1 and the Perry Plant over and above the ANI/MAELU policy is provided by a decontamination liability, excess property and decommissioning liability insurance policy issued to each operating company by NEIL (NEIL II). Under NEIL II a minimum of $1,400,000,000 of coverage is available to pay costs required for decontamination operations in excess of the $1,350,000,000 provided by the primary ANI/MAELU policy. Additionally, a maximum of $250,000,000, as provided by NEIL II, would cover decommissioning costs in excess of funds already collected for decommissioning. Any remaining portion of the NEIL II proceeds after payment of decontamination costs will be available to pay excess property damage losses.Members of NEIL II pay annual premiums and are subject to assessments if losses exceed the accumulated funds available to the insurer. The Company's present maximum assessment for NEIL II coverage for accidents occurring during a policy year would be approximately $2,100,000. The NEIL II policy is renewable yearly.
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 from time to time 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.
The NRC requires nuclear power plant licensees to obtain minimum property insurance coverage of $1,060,000,000 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
- 6 - 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 Company is unable to predict what effect these requirements may have on the availability of insurance proceeds to the Company for the Company's bondholders.
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 capital expenditures for environmental compliance of approximately $12,000,000, which is included in the construction estimate given under "Financing and Construction - Future Financing" for 1995 through 1999.
Air Regulation
Under the provisions of the Clean Air Act of 1970, both the Commonwealth of Pennsylvania and the State of Ohio 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 W. H. Sammis Unit 7 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 Pennsylvania and Ohio 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 Clean Air Act Amendments of 1990 require significant reductions of SO2 and nitrogen oxides (NOx) from the Company's coal- fired generating units by 1995 and additional emission reductions by 2000. Compliance options include, but are not limited to, installing additional pollution control equipment, burning less-polluting fuel, purchasing emission allowances, operating facilities in a manner that minimizes pollution, and retiring facilities. In a system compliance plan for the Company and Edison submitted to the PPUC and to the EPA, the Company stated that SO2 reductions for the years 1995 through 1999 likely will be achieved by burning lower-sulfur fuel, generating more electricity from lower-emitting plants, and/or purchasing emission allowances. Equipment already installed, or to be installed by May 1995, is expected to provide NOx reductions sufficient to meet 1995 requirements. Plans for complying with the year 2000 and later reductions have not been finalized. The EPA is conducting additional studies which could indicate the need for additional NOx reductions from the Company's Pennsylvania facilities by the year 2003. The cost of such reductions, if required, may be substantial. The Company continues to evaluate its compliance plan and other compliance options.
- 7 - The Company is required to meet federally approved SO2 regulations. Violation of such regulations can result in shutdown of the generating unit involved and/or civil or criminal penalties of up to $25,000 for each day the unit is in violation. The EPA has an interim enforcement policy for SO2 regulations in Ohio that allows for compliance based on a 30-day averaging period. The EPA has proposed regulations that could change the interim enforcement policy, including the method of determining compliance with emission limits. The Company cannot predict what action the EPA may take in the future with respect to proposed regulations or the interim enforcement policy.
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 Company's plants. In addition, Pennsylvania and Ohio have water quality standards applicable to the Company's 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. Pennsylvania and Ohio have assumed such authority.
The Ohio Environmental Protection Agency (Ohio EPA) has issued an NPDES Permit for the W.H. Sammis Plant. The plant is in compliance with chemical limitations of the permit. The permit conditions would have required the addition of cooling towers to the W. H. Sammis Plant, however, the EPA and Ohio EPA have approved a variance request eliminating the current need for cooling towers.
Waste Disposal
As a result of the Resource Conservation and Recovery Act of 1976, as amended, and the Toxic Substances Control Act of 1976, federal and state hazardous waste regulations have been promulgated. These regulations may result in significantly increased costs to dispose of waste materials. The ultimate effect of these requirements cannot presently be determined.
The Pennsylvania Department of Environmental Resources has issued regulations dealing with the storage, treatment, transportation and disposal of residual waste such as coal ash and scrubber sludge. These regulations impose additional requirements relating to permitting, ground water monitoring, leachate collection systems, closure, liability insurance and operating matters. The Company is considering various compliance options but is presently unable to determine the ultimate increase in capital and operating costs at existing sites.
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 Company cannot now estimate the precise effect of existing and potential regulations and legislation upon any of its existing and proposed facilities and operations or upon its ability to issue additional first mortgage bonds under its mortgage. The mortgage contains covenants by the
- 8 - Company 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 the mortgage, in effect, also require, in the opinion of counsel for the Company, that certification of property additions as the basis for the issuance of bonds or other action under the mortgage 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 Company intends to contest any requirements it deems unreasonable or impossible for compliance or otherwise contrary to the public interest. Developments in these and other areas of regulation may require the Company 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. The Company expects that the impact of any such costs would eventually be reflected in its rate schedules.
Fuel Supply
The Company's sources of generation during 1994 were 69.6% coal and 30.4% nuclear. All of the Company's coal supply for the New Castle Plant is currently supplied through spot purchases of coal produced from nearby reserves.
The Company estimates its 1995 coal requirement to be 1,300,000 tons (including its share of the coal requirements of CAPCO's W. H. Sammis Unit 7 and the Bruce Mansfield Plant). The coal requirements of W. H. Sammis Unit 7 are furnished from mines located in Ohio, Pennsylvania and West Virginia through spot purchases and Edison contracts which expire at various times through February 28, 2003. See "Environmental Matters" for factors pertaining to meeting environmental regulations affecting coal-fired generating units.
The Company, together with the other CAPCO companies, has several guarantees (the Company's composite percentage being approximately 6.7%) of certain debt and lease obligations in connection with a coal supply contract for the Bruce Mansfield Plant (see Note 7 of Notes to Financial Statements). As of December 31, 1994, the Company's share of the guarantees was $10,952,000. 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 extends to December 31, 1999.
The Company's fuel costs (excluding disposal costs) for each of the five years ended December 31, 1994, were as follows:
1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- Cost of fuel consumed per million BTUs: Coal $1.34 $1.37 $1.42 $1.41 $1.39 Nuclear $ .88 $ .97 $ .94 $1.05 $ .98 Average fuel cost per kilowatt-hour generated (cents) 1.29 1.36 1.34 1.41 1.38
- 9 - Nuclear Fuel
OES Fuel is the sole lessor for the Company's nuclear fuel requirements (see "Financing and Construction - Future Financing" and Note 1 of Notes to Financial Statements).
The Company 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 (through approximately 2000), and the next six reloads for Perry Unit 1 (through approximately 2004). The CAPCO companies have a contract with the U.S. Enrichment Corporation for enrichment services for all CAPCO nuclear units through 2014.
Prior to the expiration of existing commitments, the Company intends 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 Company is calculating nuclear fuel costs based on the assumption that spent fuel will not be reprocessed. On-site spent fuel storage facilities for the Perry Plant are expected to be adequate through 2010; facilities at Beaver Valley Unit 1 are expected to be adequate through 2011. 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 and CEI have each previously entered into contracts with the U.S. Department of Energy for the disposal of spent fuel from Beaver Valley Unit 1 and the Perry Plant, respectively.
Capacity and Reserves
The 1994 net maximum hourly demand on the Company of 710,000 kilowatts (kW) (including 63,000 kW of firm power sales which extend through 2005 as discussed under "Competition") occurred on June 20, 1994. The seasonal capability of the Company on that day was 824,000 kW. Of that capability, 13.8% was available to serve additional load, after giving effect to term power sales to other utilities. Based on existing capacity plans, the load forecast made in November 1994 and anticipated term power sales to other utilities, the capacity margins during the 1995-1999 period are expected to range from about 7% to 13%.
Regional Reliability
The Companies participate with 26 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
- 10 - 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 Company competes with other utilities for intersystem bulk power sales and for sales to municipalities. The Company competes with suppliers of natural gas and other forms of energy in connection with its 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 Company's customers.
Technological advances and regulatory changes are driving forces toward increasing competition in the energy market. 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. While regulators appear to be increasingly reluctant to move in this direction (primarily because of the adverse impact retail wheeling would have on small users) the debate is expected to place downward pressure on the Company's prices in the future.
In an effort to more fully utilize its facilities and hold down rates to its other customers, the Company has entered into a long-term power sales agreement with another utility. Currently, the Company is selling 63,000 kW annually under this contract through December 31, 2005. The Company has the option to reduce this commitment by 21,000 kW, with three years advance notice.
Employees
At December 31, 1994, the Company had 1,255 employees.
ITEM 2.
ITEM 2. PROPERTIES
The Company's First Mortgage Indenture dated as of November 1, 1945, between the Company and Citibank, N.A. (successor to The First National Bank of the City of New York), as amended and supplemented, constitutes, in the opinion of the Company's counsel, a direct first lien on substantially all of the Company's physical property, subject only to excepted encumbrances, as defined in the Indenture. See Notes 4 and 5 of Notes to Financial Statements for information concerning leases and financing encumbrances affecting certain of the Company's properties.
The Company owns, individually or, together with one or more of the other CAPCO companies as tenants in common, the generating units in service shown below:
- 11 -
Net Demonstrated Capacity (kW) ----------------- Company's Ownership Plant-Location Unit Total Entitlement Interest - --------------- ---- ----- ----------- ---------
Coal-Fired Units - ---------------- New Castle- West Pittsburg, PA 3-5 333,000 333,000 100.00% Bruce Mansfield- Shippingport, PA 1 780,000 33,000 4.20% 2 780,000 53,000 6.80% 3 800,000 50,000 6.28% W. H. Sammis- Stratton, OH 7 600,000 125,000 20.80%
Nuclear Units - ------------- Beaver Valley- Shippingport, PA 1 810,000 142,000 17.50% Perry-North Perry Village, OH 1 1,194,000 63,000 5.24%
Oil-Fired Units - --------------- Various 164,000 25,000 15.18% ------- Total 824,000 =======
Prolonged outages of existing generating units might make it necessary for the Company, depending upon the state of demand from time to time for electric service upon its 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 Company's interruptible programs, all to an extent not presently determinable.
The Company's 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 Company's overhead and underground transmission lines aggregate 606 miles.
The Company's electric distribution systems include 5,071 miles of overhead pole line and underground conduit carrying primary, secondary and street lighting circuits. It owns, individually or, together with one or more of the other CAPCO companies as tenants in common, 84 substations with a total installed transformer capacity of 3,717,505 kilovolt-amperes, of which 16 are transmission substations, including 8 located at generating plants.
The Company's transmission lines also interconnect with those of Edison, Duquesne and West Penn Power Company. These interconnections make possible utilization by the Company of generating capacity constructed as a part of the CAPCO program, as
- 12 - well as providing opportunities for the sale of power to other utilities.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
In 1991, the CAPCO companies, as co-plaintiffs, filed suit against Westinghouse Electric Corporation in the United States District Court for the Western District of Pennsylvania, for design flaws relating to Beaver Valley Units 1 and 2 steam generators supplied by Westinghouse. The suit principally alleged that the Westinghouse steam generators contain serious design defects causing such problems as tube corrosion and cracking, which has led to higher maintenance costs and the possible replacement of the steam generators earlier than the 40-year design life. The Court rejected the claims of the CAPCO companies in December 1994. The CAPCO companies have appealed the verdict to the United States Court of Appeals for the Third Circuit.
See "Item 1 - Business - Nuclear Regulation" for information with respect to legal proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company is a wholly owned subsidiary of Edison. Quarterly dividends of $.85 per share were paid on the Company's common stock during 1994 and 1993.
For information with respect to certain restrictions on the payment of cash dividends on common stock, see Note 5(a) of Notes to Financial Statements.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by Items 6 through 8 is incorporated herein by reference to the Selected Financial Data, Management's Discussion and Analysis of Results of Operations and Financial Condition, and Financial Statements included on pages 1 through 4 and 6 through 19 in the Company's 1994 Annual Report to Stockholders.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
- 13 - PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The present term of office of each director extends until the next succeeding annual meeting of stockholders and until his successor is elected and shall qualify.
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.
H. Peter Burg-Age 48
President of the Company since August 3, 1994. Senior Vice President and Chief Financial Officer of Edison since 1989. Director of the Company since 1988. Mr. Burg is also a director of Edison.
Robert H. Carlson-Age 68
Retired in 1989 as President and Chief Executive Officer of Universal-Rundle Corporation, a manufacturer of plumbing fixtures. Director of the Company since 1983. Mr. Carlson is also a director of Edison and First Shenango Bancorp, Inc.
J. R. Edgerly-Age 64
Vice President of the Company since 1980; Secretary and General Counsel of the Company from 1987 to 1994. Director of the Company since 1973.
Willard R. Holland-Age 58
Chairman of the Board, Chief Executive Officer, and Chief Financial Officer of the Company and President and Chief Executive Officer of Edison, since 1993. President and Chief Operating Officer of Edison from 1991 to 1993. Senior Vice President from 1988 to 1991 of Detroit Edison Company, an electric utility. Director of the Company since 1991. Mr. Holland is also a director of Edison.
Joseph J. Nowak-Age 63
Retired. Consultant 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 the Company since 1982.
Jack E. Reed-Age 52
Vice President of the Company since 1992. Manager, Substation and Distribution, from 1991 to 1992 and Manager, Transmission and Distribution Maintenance, from 1988 to 1991 of Edison. Director of the Company since 1992.
- 14 - Richard L. Werner-Age 63
Chairman of the Board, President, and Chief Executive Officer since 1980 of Werner Co., Inc., manufacturer of aluminum extrusions, ladders and scaffolding. Director of the Company since 1993.
Robert P. Wushinske-Age 55
Secretary and General Counsel of the Company since 1994 and Vice President and Treasurer of the Company since 1987.
David W. McKean-Age 42
Comptroller of the Company since 1992. Director of Financial Reporting of Edison from 1985 to 1992.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY EXECUTIVE COMPENSATION TABLE
Annual Compensation ------------------------ Name and All Other Principal Position Year Salary Bonus(1) Other(2) Compensation (3) - ------------------ ---- ------ -------- -------- ----------------
W. R. Holland 1994 $ 92,346 $18,500 $ 178 $ 8,917 Chairman of the Board and Chief 1993 67,280 16,427 892 4,337 Executive Officer 1992 -0- -0- -0- -0-
R. L. Kensinger (4) 1994 96,324 14,847 195 93,367 President 1993 151,610 18,551 588 11,214 1992 146,292 16,010 3,302 10,241
J. R. Edgerly (5) 1994 103,437 6,500 -0- 9,340 Vice President 1993 99,986 8,487 189 7,409 1992 98,516 8,769 234 7,126
J. E. Reed 1994 109,532 9,666 12 6,214 Vice President 1993 103,951 5,267 7,994 6,518 1992 99,067 5,487 215 5,448
R. P. Wushinske (5) 1994 103,747 10,170 -0- 5,529 Vice President, Secretary, 1993 97,386 9,222 180 4,149 Treasurer, and General Counsel 1992 94,966 9,225 305 3,990
(1) See Long-Term Incentive Plan Table for Incentive Compensation Plan awards deferred into the Common Stock Equivalent Account.
(2) Consists of reimbursement for income tax obligations on Executive Indemnity Program premium and on certain executive perquisites.
- 15 - (3) For 1994, amount is comprised of (1) matching Edison Common Stock contributions under the tax qualified Savings Plan: Holland - $1,261; Kensinger - $2,099; Edgerly - $4,348; Reed - $4,437; Wushinske - $3,991; (2) the current dollar value of the Company's portion of the premiums paid in 1994 for insurance policies under the Executive Supplemental Life Plan (In accordance with recent interpretive guidance issued by the Securities and Exchange Commission, the methodology used to calculate these amounts has been changed to the interest- free loan method.): Holland - $3,773; Kensinger - $0; Edgerly - $4,992; Reed - $1,416; Wushinske - $1,538; (3) above market interest earned under the Executive Deferred Compensation Plan: Holland - $3,883; Kensinger - $5,164; Edgerly - $0; Reed - $340; Wushinske - $0; (4) a portion of the Executive Indemnity Program premium reportable as income: Holland - $0; Kensinger - $72; Edgerly - $0; Reed - $21; Wushinske - $0; and (5) banked vacation paid at end of service: Kensinger - $86,032.
(4) Mr. Kensinger passed away August 2, 1994. Mr. H. Peter Burg, Senior Vice President of Edison, was elected President effective August 3, 1994.
(5) Mr. Wushinske replaced Mr. Edgerly as Secretary and General Counsel effective October 1, 1994.
- 17 -
Mr. Holland must defer 50% of his annual Executive Incentive Compensation Plan award into a Common Stock Equivalent Account. Messrs. Reed, Edgerly, and Wushinske may voluntarily defer a portion of their annual incentive award into the Common Stock Equivalent Account. At the end of a four-year performance period, the Common Stock Equivalent Account attributed to the deferred award for that period will be valued as if the compensation deferred into the account had been invested in Edison's Common Stock and any dividends that would have been paid on such stock were reinvested on the date paid. This value may be increased or decreased based upon the total return of Edison's Common Stock relative to the Edison Electric Institute's Index of 100 Investor- Owned Electric Utility Companies during the period and the Companies' price change to residential customers relative to a peer group of twenty electric utilities selected from the Edison Electric Institute's Index of 100 Investor-Owned Electric Utility Companies. The final value of an executive's account will be paid to the executive in cash. If an executive retires, dies or otherwise leaves the employment of the Company prior to the end of the four-year deferral period, the executive's account will be valued and paid to the executive or the executive's beneficiary in the year following such event. Mr. R. L. Kensinger passed away on August 2, 1994. His account was valued and paid on March 1, 1995.
The maximum amount in the above table will be earned if the Companies' price change to residential customers is ranked in the lowest (fifth) quintile of the peer group (i.e., the lowest 20 percent of the peer group) and Edison's total shareholder return is in the top (first) quintile compared to the index. The target amount will be earned if the Companies' price change to residential customers is in the fourth quintile and Edison's total shareholder return is in the second quintile. The threshold amount will be earned if the Companies' price change to residential customers is in or above the third quintile and Edison's total shareholder return is in or below the third quintile.
Supplemental Executive Retirement Plan
The Company participates in the Ohio Edison 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 the Company who have five or more years of service with the Ohio Edison System are provided a retirement benefit equal to 65 percent of their highest annual salary from the Company, reduced by the executive's pensions under tax-qualified pension plans of the Company or other employers, any supplementary pension under the Company'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 1994, the estimated annual retirement benefits of Mr. Holland from all of the above sources were $60,025.
Pension Plan
The Company's trusteed noncontributory Pension Plan covers substantially all full-time employees including officers of the
- 18 - 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 $150,000 per year for 1994 and is $150,000 per year for 1995. In addition, a supplementary pension benefit may be payable to participants in the Executive Deferred Compensation Plan. Compensation for 1994 covered by these two plans for the officers shown in the Executive Compensation Table who are not currently participants in the Ohio Edison 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-28 years; J. R. Edgerly-29 years and R. P. Wushinske-21 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 and to limitations based on requirements contained in the Internal Revenue Code of 1986, as amended, which limited the maximum annual retirement benefits under the Plans to $118,800 in 1994 and would limit benefits to $120,000 in 1995.
Estimated Annual Retirement Payment from the Pension Plan and the Annual Supplementary Pension Benefit under the Executive Deferred Compensation Plan --------------------------------------------- 15 25 35 45 Applicable Years Years Years Years Annual Earnings Service Service Service Service - --------------- ------- ------- ------- ------- $ 90,000 $25,700 $40,100 $52,700 $62,600 100,000 28,500 45,500 58,500 69,500 110,000 31,400 50,100 64,400 76,500 120,000 34,200 54,600 70,200 83,400 130,000 37,100 59,200 76,100 90,400 140,000 39,900 63,700 81,900 97,300
Additional Information Regarding Compensation
The Board of Directors has no compensation committee. The 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 the Company.
- 19 - Compensation of Directors
Directors who are not employees of the Companies receive an annual retainer of $4,200 and 100 shares of Edison 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 the Company or of Edison receive no compensation for serving as directors.
ITEM 12.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners at March 22, 1995:
Name and Address of Amount and Nature of Percent Title of Class Beneficial Owner Beneficial Ownership of Class - -------------- ------------------- -------------------- -------- 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, 1994:
Title of Class -------------- Percent of Class Edison ---------------- Common Stock Nature of Edison ------------ Beneficial Common No. of Shares Ownership Stock ------------- --------- -----
H. P. Burg 8,587 Direct or Less than Indirect one percent R. H. Carlson 3,418 " " J. R. Edgerly 2,015 " " W. R. Holland 5,356 " " J. J. Nowak 837 " " J. E. Reed 3,468 " " R. L. Werner 194 R. P. Wushinske 1,520 " " All directors and officers as a group 30,709 " "
(c) Changes in Control: Not applicable
ITEM 13.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14.
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- 20 - (a) 1. Financial Statements
Included in Part II of this report and incorporated herein by reference to the Company's 1994 Annual Report to Stockholders (Exhibit 13 below) at the pages indicated. Page No. -------- Statements of Income-Three Years Ended December 31, 1994 . . . . . . . . . . . . . . . . . 6 Balance Sheets-December 31, 1994 and 1993. . . . . . . 7 Statements of Capitalization-December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . 8 Statements of Retained Earnings-Three Years Ended December 31, 1994 . . . . . . . . . . . . . . 9 Statements of Capital Stock and Other Paid-In Capital-Three Years Ended December 31, 1994 . . . . 9 Statements of Cash Flows-Three Years Ended December 31, 1994. . . . . . . . . . . . . . . . . . 10 Statements of Taxes-Three Years Ended December 31, 1994. . . . . . . . . . . . . . . . . . 11 Notes to Financial Statements. . . . . . . . . . . . . 12-18 Report of Independent Public Accountants . . . . . . . 19
2. Financial Statement Schedules
Included in Part IV of this report: Page No. --------
Report of Independent Public Accountants . . . . . . . 23 Schedule - Three Years Ended December 31, 1994:
II - Valuation and Qualifying Accounts. . . . . . . 24
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
Exhibit Number - -------
3-1 - Agreement of Merger and Consolidation dated April 1, 1929, among Pennsylvania Power Company ("Penn Power"), 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,
- 21 - Exhibit Number - ------- 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
- 22 - Exhibit Number - ------- 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
- 23 - Exhibit Number - ------- 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 the Company 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 the Company 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, and November 1, 1993. (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; and as Exhibit 4-2 in Form 10-K for 1993 File No. 1-3491.)
(A) 4-2 - Supplemental Indenture dated as of August 1, 1994, between the Company and Citibank, N.A., as Trustee. - -------------------- * 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.
- 24 - Exhibit Number - ------- 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.)
- 25 -
Exhibit Number - ------- 10-13 - Operating Agreement for Beaver Valley Power Station Units Nos. 1 and 2 as Amended and Restated September 15, 1987, by and between the CAPCO Companies. (1987 Form 10-K, Exhibit 10-15, File No. 1-2578, of Ohio Edison Company.)
10-14 - Construction Agreement with respect to Perry Plant between the CAPCO Group dated as of July 22, 1974. (Registration Statement of Toledo Edison Company, File No. 2-52251, as Exhibit 5 (yy).)
10-15 - Participation Agreement No. 1 relating to the financing of the development of certain coal mines, dated as of October 1, 1973, among Quarto Mining Company, the CAPCO Group, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland, as Owner Trustee, National City Bank, as Loan Trustee, and National City Bank, as Bond Trustee. (Registration Statement of Ohio Edison Company, File No. 2-61146, Exhibit 5 (e) (1).)
10-16 - Amendment No. 1 dated as of September 15, 1978, to Participation Agreement No. 1 dated as of October 1, 1973, among Quarto Mining Company, the CAPCO Group, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland, as Owner Trustee, National City Bank, as Loan Trustee, and National City Bank, as Bond Trustee. (Registration Statement No. 2-68906, Exhibit 5 (e) (2).)
10-17 - Participation Agreement No. 2 relating to the financing of the development of certain coal mines, dated as of August 1, 1974, among Quarto Mining Company, the CAPCO Group, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland, as Owner Trustee, National City Bank, as Loan Trustee, and National City Bank, as Bond Trustee. (Ohio Edison Company, File No. 2-53059, Exhibit 5 (h) (2).)
10-18 - Amendment No. 1 dated as of September 15, 1978, to Participation Agreement No. 2 dated as of August 1, 1974, among Quarto Mining Company, the CAPCO Group, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland, as Owner Trustee, National City Bank, as Loan Trustee, and National City Bank, as Bond Trustee. (Registration Statement No. 2-68906, Exhibit 5 (e) (4).)
10-19 - Participation Agreement No. 3 relating to the financing of the development of certain coal mines, dated as of September 15, 1978, among Quarto Mining Company, the CAPCO Group, Energy Properties, Inc.,
- 26 - Exhibit Number - ------- 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,
- 27 - Exhibit Number - ------- 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
- 28 - Exhibit Number - ------- 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 Company Executive Incentive Compensation Plan (which includes, by definition, Pennsylvania Power Company). (1984 Form 10-K, Exhibit 19-2, File No. 1-2578, Ohio Edison Company.)
(B) 10-44 - Ohio Edison Company Executive Incentive Compensation Plan as amended February 16, 1987. (1986 Form 10-K, Exhibit 10-40, File No. 1-2578, Ohio Edison Company.)
(B) 10-45 - Ohio Edison System Restated and Amended Executive Deferred Compensation Plan. (1989 Form 10-K, Exhibit 10-36, File No. 1-2578, Ohio Edison Company.)
(B) 10-46 - Ohio Edison System Restated and Amended Supplemental Executive Retirement Plan. (1989 Form 10-K, Exhibit 10-37, 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.) - 29 - Exhibit Number - ------- 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 Unit No. 1 dated as of March 15, 1988. (1988 Form 10-K, Exhibit 10-41, File No. 1-3491.)
10-55 - Pennsylvania Power Company Qualified Decommissioning Trust Agreement for Perry Nuclear Power Plant Unit No. 1 dated March 10, 1989. (1988 Form 10-K, Exhibit 10- 42, File No. 1-3491.)
10-56 - First Amendment dated May 31, 1991 to Pennsylvania Power Company Qualified Decommissioning Trust Agreement for Perry Nuclear Power Plant Unit No. 1. (1991 Form 10-K, Exhibit 10-46, File No. 1-3491.)
10-57 - 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.)
- 30 -
Exhibit Number - ------- 12 - Fixed Charge Ratios
(A) 13 - 1994 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.)
23 - Consent of Independent Public Accountants.
27 - Financial Data Schedule
(A) Provided herein in electronic format as an exhibit.
(B) Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.
Pursuant to Rule 14a - 3(10) of the Securities Exchange Act of 1934, the Company will furnish any exhibit in this Report upon the payment of the Company's expenses in furnishing such exhibit.
(b) Reports on Form 8-K
None
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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 3, 1995. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule 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 3, 1995
- 32 -
- 33 - 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 22, 1995
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 and Vice President and Treasurer Chief Executive Officer (Principal Accounting (Principal Accounting Officer) Officer)
/s/ H. Peter Burg /s/ Joseph J. Nowak - ------------------------------ ------------------------------ H. Peter Burg Joseph J. Nowak Director Director
/s/ Robert H. Carlson /s/ Jack E. Reed - ----------------------------- ------------------------------ Robert H. Carlson Jack E. Reed Director Director
/s/ J. R. Edgerly /s/ Richard L. Werner - ----------------------------- ------------------------------ J. R. Edgerly Richard L. Werner Director Director
Date: March 22, 1995
- 34 -