PECO ENERGY POWER CO
U5S, 1998-04-29
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION


                                 WASHINGTON, DC




                                    FORM U5S

                                  ANNUAL REPORT


                      For the year ended December 31, 1997




                  Filed pursuant to the Public Utility Holding

                               Company Act of 1935

                                       By

                            PECO ENERGY POWER COMPANY


              2301 Market Street, Philadelphia, Pennsylvania 19101



<PAGE>


                                                   - 2 -

<TABLE>

ITEM 1.  SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
<CAPTION>
                                                               % of            Issuer        Owner's
                                    Number of Common           Voting          Book          Book
Name of Company                     Shares Owned               Power           Value         Value


  PECO Energy Power
   Company (PEPCO)
   (the registrant
   and owner) (1)

  Susquehanna Power
   Company
<S>                                    <C>                     <C>             <C>           <C>   
   (SPCO) (the issuer)                 1,273,000               100%            $71.61        $71.61

The Proprietors of the
  Susquehanna Canal* (2)

*  Inactive Company

<FN>
(1)    $91,161,453 investment in Susquehanna Power Company

(2)    This  Company was  acquired in  connection  with the  development  of the
       Conowingo  Hydroelectric  Project.  It is an inactive company,  owning no
       properties and conducting no business activities of any nature. The total
       investment therein is reflected on the books of Susquehanna Power Company
       at $1.
</FN>
</TABLE>

ITEM 2.  ACQUISITIONS OR SALES OF UTILITY ASSETS

       None

ITEM 3.  ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES

       None

ITEM 4.  ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

       None

ITEM 5.  INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

       None












<PAGE>

                                                   - 3 -

ITEM 6.  OFFICERS AND DIRECTORS

<TABLE>
PART I.  AS OF DECEMBER 31, 1997
<CAPTION>
                                                                                    Name of System
                                                                                    Companies with
                                                                                    Which Connected
                                                                               --------------------------

                                                                                  PEPCO               SPCO
<S>                     <C>                                              <C>                   <C>                   
C. A. McNeill, Jr.      2301 Market St., Philadelphia, PA  19101         Pres. - Director      Pres. - Director
K .G. Lawrence          2301 Market St., Philadelphia, PA  19101         VP - Director         VP - Director
J. M. Madara, Jr.       2301 Market St., Philadelphia, PA  19101         VP - Director         VP - Director
J. B. Mitchell          2301 Market St., Philadelphia, PA  19101         Treasurer             Treasurer
K. K. Combs             2301 Market St., Philadelphia, PA  19101         Secretary             Secretary
E. J. Cullen, Jr.       2301 Market St., Philadelphia, PA  19101         Assist. Sec.          Assist. Sec.
D. Moy Kelly            2301 Market St., Philadelphia, PA  19101         Assist. Treas.        Assist. Treas.
G. R. Shicora           2301 Market St., Philadelphia, PA  19101         Assist. Treas.        Assist. Treas.
J. W. Durham            2301 Market St., Philadelphia, PA  19101         Director              Director
</TABLE>

PART II.
<TABLE>

<CAPTION>
                                                                       Position Held               Applicable
    Name of Officer               Name and Location of                 in Financial                Exemption
      or Director                 Financial Institution                Institution                   Rule
    ---------------               ---------------------                -------------               ----------
<S> <C>
    None
</TABLE>



<PAGE>


                                                   - 4 -

PART III.

    (a)  COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF SYSTEM
COMPANIES

          None

    (b)  INTEREST IN SECURITIES OF SYSTEM COMPANIES

          None

    (c)  CONTRACTS AND TRANSACTIONS

          None

    (d)  INDEBTEDNESS

          None

    (e)  BONUS AND PROFIT SHARING ARRANGEMENTS

          None

    (f)  INDEMNIFICATION

          None


ITEM 7.  CONTRIBUTIONS AND PUBLIC RELATIONS

          None


ITEM 8.  SERVICE, SALES AND CONSTRUCTION CONTRACTS

          Part I:                 None
          Part II:                None
          Part III:               None


ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

          Part I:                 None
          Part II:                None
          Part III:               None


<PAGE>


                                                   - 5 -

ITEM10. FINANCIAL  STATEMENTS AND EXHIBITS (a) Index to Financial Statements and
    Schedules:
     PAGE
     ----
    6     Report of Independent Accountants
    7     Consolidating Statement of Income for the year ended December 31, 1997
    8-9   Consolidating Balance Sheet as of December 31, 1997
    10    Consolidating Statement of Cash Flows for the year ended December 31,
          1997
    11    Consolidating Statement of Changes in Shareholder's Equity for the 
          year ended December 31, 1997
    12-16 Notes to Consolidating Financial Statements
    Ex 27 Financial Data Schedule as of December 31, 1997

    (b)   Index to Exhibits
    Exhibit A
                None

    Exhibit B
          1.    PECO Energy Power  Company's  Certificate  of  Organization  and
                Charter,  By-laws amended as of December 23, 1993, and amendment
                to  Articles  of  Incorporation  filed  February  8,  1994,  are
                incorporated  herein by  reference  (1991 Form U5S and 1993 Form
                10-K, File No.1-1392).

          2.    Susquehanna  Power  Company's  Certificate  of  Organization  is
                incorporated  herein  by  reference  (1991  Form  U5S,  File No.
                1-1392);   By-laws  amended   December  23,  1993,  and  Charter
                amendment  filed  February  8, 1994 are  incorporated  herein by
                reference (1993 Form U5S, File No. 1-1392).

    Exhibit C
                None

    Exhibit D
                None

    Exhibit E
                None

    Exhibit F
                None

    Exhibit G
                See Item 10(a), Index to Financial Statements and Schedules.

    Exhibit H
                None

    Exhibit I
                None


<PAGE>


                                                   - 6 -

COOPERS                                      Coopers & Lybrand L.L.P.
& LYBRAND                                  a professional services firm


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
PECO Energy Power Company
Philadelphia, Pennsylvania

     We have audited the  consolidating and individual  financial  statements of
PECO Energy Power Company  (subsidiary  of PECO Energy  Company) and  subsidiary
company listed in Item 10 of this Form U5S. These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial based on our audit.

We conducted our audit 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
misstatements. 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidating and individual  financial positions of
PECO Energy Power Company and  subsidiary  company as of December 31, 1997,  and
the consolidated and individual results of their operations and their cash flows
for the year ended  December 31, 1997, in  conformity  with  generally  accepted
accounting principles.


COOPERS & LYBRAND L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 2, 1998


<PAGE>



                                                        - 7 -

<TABLE>
                                   PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                                          CONSOLIDATING STATEMENT OF INCOME
                                        For the Year Ended December 31, 1997


<CAPTION>
                                                         PECO
                                                         Energy       Susquehanna
                                                         Power        Power
                                                         Company      Company       Eliminations   Consolidated
                                                         --------     -----------   ------------   ----------
Rentals from Utility Plant Leased to Others
<S>                                                      <C>          <C>                            <C>        
   Affiliates                                            $805,099     $17,217,135           ---      $18,022,234
   Others                                                 267,759             249           ---          268,008
                                                        ----------   ------------    ----------       -----------
     Total Rentals from Utility Plant
        Leased to Others                                1,072,858      17,217,384           ---       18,290,242
                                                        ----------   ------------     ---------       ----------


Expenses of Utility Plant Leased to Others
   General                                                     ---            ---           ---              ---
   Depreciation and Amortization                           45,294       1,615,326           ---        1,660,620
   Other Taxes                                            209,446       2,361,468           ---        2,570,914
                                                        ----------   ------------    ----------       ----------
     Total Expenses of Utility Plant
       Leased to Others                                   254,740       3,976,794           ---        4,231,534
                                                        ----------   ------------    ----------       ----------


Income from Leased Utility Plant                          818,118      13,240,590           ---       14,058,708
                                                        ----------   ------------    ----------      -----------

Other Income and Deductions
   Interest Charges                                        (5,231)         (5,303)          ---          (10,534)            
   Allowance for Funds Used
      During Construction                                     ---         770,413           ---          770,413
   Other, Net                                                 ---         129,635           ---          129,635
   Equity in Net Income of Subsidiary                     118,174            ---       (118,174)             ---
                                                        ----------    -----------   -----------       ----------

      Total Other Income and Deductions                   112,943         894,745      (118,174)         889,514
                                                        ----------    -----------    ----------       ----------

Income Before Taxes and Extraordinary Item                931,061      14,135,335      (118,174)      14,948,222

Income Taxes                                                5,819       4,486,685           ---        4,492,504
                                                       ----------      ----------    ----------       ----------

Income Before Extraordinary Item                          925,242       9,648,650      (118,174)      10,455,718

Extraordinary Item (net of income taxes)                 (345,630)     (9,530,476)          ---       (9,876,106)
                                                        ----------    ------------   ----------      -----------

Net Income                                                $579,612       $118,174     ($118,174)        $579,612
                                                        ==========    ============   ===========      ==========

                                   See Notes to Consolidating Financial Statements


<PAGE>



                                                        - 8 -


</TABLE>
<TABLE>
                                   PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                                             CONSOLIDATING BALANCE SHEET
                                                  DECEMBER 31, 1997
                                                      (ASSETS)

<CAPTION>
                                                   PECO
                                                   Energy       Susquehanna
                                                   Power        Power
                                                   Company      Company           Eliminations     Consolidated
                                                   --------     -----------       ------------     ------------
ASSETS
<S>                                               <C>           <C>                                  <C>         
Utility Plant                                     $6,103,452    $135,293,902                 ---     $141,397,354
   Less Accumulated Provision for
      Depreciation and Amortization                  689,363      34,140,340                 ---       34,829,703
                                                -------------    ------------     --------------     -------------
                                                   5,414,089     101,153,562                 ---      106,567,651
                                                -------------    ------------     --------------     -------------
Construction Work in Progress                             ---      7,034,968                 ---        7,034,968
                                                -------------    ------------     --------------     -------------
                                                   5,414,089     108,188,530                 ---      113,602,619
                                                -------------    ------------     --------------     -------------
Investments
   Investment in Subsidiary Company               91,161,453             ---        ($91,161,453)             ---
   Nonutility Property, Net                          384,727       1,113,008                 ---        1,497,735
                                                -------------    ------------     --------------     -------------
                                                  91,546,180       1,113,008         (91,161,453)       1,497,735
                                                -------------    ------------     --------------     -------------
Current Assets
   Cash and Temporary Cash Investments               234,588         608,958                 ---          843,546
   Accounts Receivable, Affiliates                   583,261       1,747,879            (500,000)       1,831,140
   Accounts Receivable, Other                        105,591             ---                ---           105,591
   Prepayments                                        30,164         153,405                 ---          183,569
                                                -------------    ------------     --------------     -------------
                                                     953,604       2,510,242            (500,000)       2,963,846
                                                -------------    ------------     --------------     -------------
Deferred Debits
   Miscellaneous Deferred Debits                          ---         87,059                 ---           87,059
                                                -------------    ------------     --------------     -------------
                                                          ---         87,059                 ---           87,059
                                                -------------    ------------     --------------     -------------
Total Assets                                     $97,913,873    $111,898,839        ($91,661,453)    $118,151,259
                                                =============    ============     ==============     =============

                                  See Notes to Consolidating Financial Statements.
</TABLE>


<PAGE>




                                                        - 9 -

<TABLE>
                                   PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                                             CONSOLIDATING BALANCE SHEET
                                                  DECEMBER 31, 1997
                                           (CAPITALIZATION & LIABILITIES)

<CAPTION>
                                                   PECO
                                                   Energy        Susquehanna
                                                   Power         Power
                                                   Company       Company          Eliminations     Consolidated
                                                   --------      ------------     ------------     ------------
<S>                                              <C>             <C>               <C>               <C>
CAPITALIZATION & LIABILITIES
Capitalization
Common Shareholder's Equity
   Common Stock ($25 par)
     Authorized 1,500,000 Shares,                $24,600,000              ---               ---      $24,600,000
     Outstanding 984,000 Shares
   Common Stock (without par value)                      ---     $ 47,047,450      ($47,047,450)             ---
     Authorized 1,500,000 Shares,
     Outstanding 1,273,000 Shares
   Other Paid-In Capital                          73,740,078       46,715,078       (46,715,078)       73,740,078
   Retained Earnings                              (1,719,666)      (2,601,075)        2,601,075        (1,719,666)
                                                -------------     ------------    --------------    --------------
                                                  96,620,412       91,161,453       (91,161,453)       96,620,412
                                                -------------     ------------    --------------    --------------
Current Liabilities
   Accounts Payable, Affiliates                      500,000          245,872          (500,000)          245,872
   Accounts Payable, Other                            (2,687)         774,503               ---           771,816
   Taxes Accrued                                     445,916        4,668,675               ---         5,114,591
   Interest Accrued                                      ---              ---               ---               ---
                                                -------------     ------------    --------------    --------------
                                                     943,229        5,689,050          (500,000)        6,132,279
                                                -------------     ------------    --------------    --------------
Deferred Credits
   Deferred Income Taxes                             350,232       15,048,336                ---       15,398,568
                                                -------------     ------------    --------------    --------------
                                                     350,232       15,048,336                ---       15,398,568
                                                -------------     ------------    --------------    --------------
Total Capitalization & Liabilities               $97,913,873     $111,898,839      ($91,661,453)     $118,151,259
                                                =============     ============    ==============     =============

                                  See Notes to Consolidating Financial Statements.
</TABLE>



<PAGE>



                                                       - 10 -

<TABLE>
                                   PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                                        CONSOLIDATING STATEMENT OF CASH FLOWS
                                        For the Year Ended December 31, 1997



<CAPTION>
                                                         PECO
                                                         Energy       Susquehanna
                                                         Power        Power
                                                         Company      Company       Eliminations   Consolidated
                                                         --------     -----------   ------------   ------------

Cash Flows from Operating Activities
<S>                                                       <C>           <C>           <C>              <C>     
Net Income                                                $579,612        $118,174      ($118,174)       $579,612
Extraordinary Item (net of income taxes)                  (345,630)     (9,530,476)            ---     (9,876,106)
                                                         ---------     -----------      ----------     -----------
Income Before Extraordinary Item                           925,242       9,648,650       (118,174)     10,455,718
Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
      Depreciation and Amortization                         45,294       1,615,326             ---      1,660,620
      Deferred Income Taxes                                244,536       5,510,802             ---      5,755,338
      Decrease/(Increase) in Receivables                 1,081,093         858,203             ---      1,939,296
      Decrease in Payables and
         Accrued Expenses                               (1,323,735)       (489,836)            ---     (1,813,571)      
Recoverable Deferred Income Taxes
                                                          (512,262)     (5,321,169)            ---     (5,833,431)
Other, Net                                                    (196)        (14,433)            ---        (14,629)
                                                        ----------    ------------     -----------    ------------
Net Cash Flows Provided by Operating
   Activities                                              459,972      11,807,543        (118,174)     12,149,341
                                                        ----------    ------------     -----------    ------------

Cash Flows from Investing Activities
   Investment in Utility Plant                                 ---     (10,466,608)            ---     (10,466,608)
   Nonutility Plant                                            ---        (121,236)            ---        (121,236)
   Net Investment in Subsidiary Company                  2,547,426             ---      (2,547,426)            ---
                                                        ----------     ------------     -----------    ------------
Net Cash Flows Used by Investing Activities              2,547,426     (10,587,844)     (2,547,426)    (10,587,844)
                                                        ----------     ------------     -----------    ------------

Cash Flows from Financing Activities
   Capital Contribution from Parent Company              5,000,000       6,500,000      (6,500,000)      5,000,000
   Dividends on Common Stock                            (9,692,400)     (9,165,600)      9,165,600      (9,692,400)
                                                        ----------    ------------     ------------     -----------
Net Cash Flows Used by Financing Activities             (4,692,400)     (2,665,600)      2,665,600      (4,692,400)
                                                      ------------    ------------      -----------     -----------
Increase in Cash and Cash Equivalents                   (1,685,002)     (1,445,901)             ---     (3,130,903)
                                                        ----------    ------------     ------------     -----------

Cash & Cash Equivalents at beginning of period           1,919,590       2,054,859              ---      3,974,449
                                                        ----------    ------------      -----------    -----------
Cash & Cash Equivalents at end of period                  $234,588        $608,958              ---       $843,546
                                                        ==========    ============      ===========    ===========


                                  See Notes to Consolidating Financial Statements.
</TABLE>



<PAGE>



                                                       - 11 -

<TABLE>
                                   PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                             CONSOLIDATING STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                        For the Year Ended December 31, 1997


<CAPTION>
                                                                                 Capital
                                                                                 Contributions
                                                                                 From
                                    Balance                       Net            Parent            Balance
                                    1/1/97         Dividends      Income         Company           12/31/97
                                    ----------     ----------     ----------     --------------    -----------
PECO Energy Power Company
<S>                                 <C>            <C>                <C>            <C>            <C>        
     Common Stock                   $24,600,000            ---            ---              ---     $24,600,000
     Other Paid-In Capital           68,740,078            ---            ---        5,000,000      73,740,078
     Retained Earnings                7,393,122    (9,692,400)*       579,612              ---     (1,719,666)

Susquehanna Power Company
     Common Stock                    47,047,450            ---            ---              ---      47,047,450
     Other Paid-In Capital           40,215,078            ---            ---        6,500,000      46,715,078
     Retained Earnings                6,446,351    (9,165,600)**      118,174              ---      (2,601,075)

Eliminations
     Common Stock                   (47,047,450)           ---            ---              ---     (47,047,450)
     Other Paid-In Capital          (40,215,078)           ---            ---       (6,500,000)    (46,715,078)
     Retained Earnings               (6,446,351)    9,165,600        (118,174)             ---       2,601,075

Consolidated
     Common Stock                    24,600,000            ---            ---              ---      24,600,000
     Other Paid-In Capital           68,740,078            ---            ---        5,000,000      73,740,078
     Retained Earnings                7,393,122    (9,692,400)        579,612              ---      (1,719,666)



<FN>
 *   $9.85 per share
 **  $7.20 per share
</FN>
</TABLE>





<PAGE>



                                                  - 12 -

                                NOTES TO CONSOLIDATING FINANCIAL STATEMENTS

1. Significant Accounting Policies:

CONSOLIDATION 
The consolidating  financial  statements include the accounts
of PECO Energy Power Company  (Company) and its  subsidiary,  Susquehanna  Power
Company  (SPCO).  The  Company  and SPCO  (Companies)  are owned by PECO  Energy
Company  (Parent  Company),  which together with another  subsidiary  leases and
operates the utility plant of the Company and SPCO.

The  Companies  are joint  holders  of a license  from the  Federal  Energy
Regulatory Commission (FERC) for Project No. 405 (Conowingo Project).

DEPRECIATION  AND  AMORTIZATION  
The annual  provision for  depreciation is
provided over the estimated service lives of plant on the straight-line  method.
The annual provision for financial  reporting  purposes in 1997,  expressed as a
percent of average  depreciable plant in service,  was 1.07% for the property of
the Company and 1.32% for the property of SPCO.

Costs  for  relicensing  the  Conowingo  Hydroelectric  Project  are  being
amortized over 30 years on the straight-line method.

INCOME  TAXES  
Deferred  federal and state income taxes are provided on all
significant  temporary  differences  between  book and tax basis of  assets  and
liabilities,  transactions  that reflect taxable income in a year different than
book income and tax  carryforwards.  Investment tax credits  previously used for
income tax purposes have been deferred on the Consolidated Balance Sheet and are
recognized in book income over the life of the related  property.  The Companies
join with the Parent Company and its other subsidiaries in filing a consolidated
federal income tax return. The provision for federal income taxes is computed on
a separate  return  basis after  giving  consideration  to  consolidated  return
savings.

ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC)
AFUDC is the cost,  during  the  period of  construction,  of debt and
equity funds used to finance construction projects.  AFUDC is recorded
as a charge  to  Construction  Work in  Progress  and  credit to Other
Income and Deductions.  The rate used for  capitalizing  AFUDC,  which
averaged 8.88% in 1997, was computed under a method  prescribed by the
regulatory  authorities  on the  basis of the  Parent  Company's  book
balances and cost rates, and is utilized by all of the subsidiaries of
the Parent Company,  including the Companies. AFUDC is not included in
regular taxable income and the  depreciation  of capitalized  AFUDC is
not tax deductible.

Effective  January 1, 1998,  the Companies  ceased  accruing AFUDC for
electric  generation-related  construction  projects and will use SFAS
No. 34,  "Capitalized  Interest  Costs," to calculate the costs during
the period of  construction of debt funds used to finance its electric
generation-related construction projects.

<PAGE>






                                                     -13-

2. Accounting Changes:

The Companies account for regulated operations in accordance with Statement
of Financial  Accounting Standards (SFAS) No. 71, "Accounting for the Effects of
Certain Types of Regulation," which allows the Companies to record the financial
statement  effects of rate  regulation.  Use of SFAS No. 71 is applicable to the
utility  operations of the  Companies  which meet the  following  criteria:  (1)
third-party  regulation of rates;  (2)  cost-based  rates;  and (3) a reasonable
assumption that all costs will be recoverable from customers through rates.

In 1997,  the  Financial  Accounting  Standards  Board  (FASB)  through its
Emerging  Issues Task Force (EITF)  issued EITF No. 97-4,  "Deregulation  of the
Pricing of  Electricity - Accounting for the  Discontinuation  of Application of
FASB  Statement  No.  71,  Accounting  for  the  Effects  of  Certain  Types  of
Regulation,   and  No.  101,   Regulated   Enterprises  -  Accounting   for  the
Discontinuation  of Application of FASB Statement No. 71." The EITF agreed that:
a) an  entity  should  cease to apply  SFAS  No.  71 no later  than the date the
specific  deregulation  plan is enacted  and the details of that plan are known,
and b) both stranded costs and regulated assets and liabilities  should continue
to be  recognized  to the extent that the  transition  plan  provides  for their
recovery  through the regulated  transmission  and  distribution  portion of the
business.

The   Companies   believe  that  the  Opinion  and  Order  entered  by  the
Pennsylvania  Public  Utility  Commission  in December  1997 (revised in January
1998) provides  sufficient  details regarding the deregulation of the Companies'
retail electric generation  operations to require the discontinuance of SFAS No.
71 for those operations.  Effective December 31, 1997, the Companies adopted the
provisions of SFAS No. 101 for its electric generation operations.  SFAS No. 101
requires a determination of impairment of assets under SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of.",  and the  elimination  of all  effects of rate  regulation  that have been
recognized as assets and liabilities pursuant to SFAS No. 71.

At December 31, 1997,  the Companies  performed an  impairment  test of its
electric  generation  assets  pursuant to SFAS No. 121 on a plant specific basis
and  determined  that  none of the  Companies  assets  would be  impaired  as of
December 31, 1997.

Due to the market-based  pricing of electric  generation  provisions of the
PJM  Interconnection,  L.L.C. (PJM)  restructuring order approved by the Federal
Energy Regulatory  Commission in November 1997, the Companies believe that their
wholesale  energy sales  operations  are no longer  subject to the provisions of
SFAS No. 71.

With the  deregulation of the Companies'  wholesale energy sales operations
and the market-based  pricing of electric generation  provisions of the PJM, the
management  of PEPCO  and SPCO  have  determined  that it  would be  prudent  to
discontinue SFAS No. 71 for their
<PAGE>
                                         
                                      - 14-


operations.  At December 31, 1997, PEPCO and SPCO incurred an extraordinary
charge against income of $590,719 and $15,765,881  $345,630 and $9,530,476 after
income  taxes)  as  a  result  of  the   discontinuance  of  SFAS  No.  71.  The
extraordinary charge was made up of the following items:


          PEPCO SFAS No. 109 Regulatory Asset        $   345,630
          SPCO SFAS No. 109 Regulatory Asset           9,530,476
          Consolidated Total                         $ 9,876,106



3. Income Taxes:

             Income tax expense is comprised of the following components:

                                     PECO Energy    Susquehanna
                                        Power          Power
                                       Company        Company     Consolidated
                                     -----------    -----------   -----------
    Federal
        Current                      $207,684        $3,536,507   $3,744,191
        Deferred                     (268,741)          157,982     (110,759)
        Investment tax credit,net         ---           (16,272)     (16,272)
    State
        Current                        65,861           760,545      826,406
        Deferred                        1,015            47,923       48,938
                                      ---------       -----------  -----------
        Total                          $5,819        $4,486,685   $4,492,504
                                      =========       ===========  ===========

The total income tax provisions  differed from amounts  computed by applying the
    federal statutory rate to income as shown below:

                                     Percent of Income Before Income Taxes
                                     -------------------------------------
                                     PECO Energy    Susquehanna
                                        Power          Power
                                       Company        Company     Consolidated
                                     ------------   -----------    -----------

    Federal statutory rate               35%             35%          35%

    State income tax,
        net of federal
        income tax benefit                5%              4%           4%

    Plant related flow-through          -39%             -6%          -8%

    Other                                 0%             -1%          -1%
                                        ----             ---          ---
    Effective rate                        1%             32%          30%
                                        ====             ===          ===


<PAGE>



                                                            - 15-



The tax effect of temporary  differences  which give rise to the  Companies' net
deferred tax liability as of December 31, 1997 are as follows:

                                         Liability or (Asset)
                                   -------------------------------------
                                    PECO Energy     Susquehanna
                                       Power          Power
                                      Company        Company      Consolidated
                                    -----------    ------------   ------------
Nature of Temporary Difference:
    Plant basis difference          $350,232       $14,131,247      $14,481,479
    Deferred investment tax credit       ---           917,089          917,089
                                    --------       -----------     ------------
Deferred income taxes on
        the balance sheet           $350,232       $15,048,336      $15,398,568
                                   =========       ===========     ============


4.  Taxes, Other Than Income Taxes - Operating:

                                    PECO Energy     Susquehanna
                                   Power Company   Power Company   Consolidated
                                   -------------   -------------   ------------
        Capital stock               $101,446         $634,800        $736,246
        Real estate                  108,000        1,704,000       1,812,000
        Other                            ---           22,668          22,668
                                    --------       ----------      ----------
                                    $209,446       $2,361,468      $2,570,914
                                    ========       ==========      ==========

5.  Notes Payable, Banks:

        There  are  no  specific   requirements  for  compensating  balances  in
        conjunction  with the bank loans.  The Parent Company  maintains  normal
        working balances with all lending banks. During 1997, the Parent Company
        discontinued its compensating balance agreements for these credit lines.
        At December 31,  1997,  the  Companies  had no  outstanding  loans under
        formal  and  informal  lines of credit  aggregating  approximately  $3.0
        million.

6.  Utility Plant - Leased to Related Parties:

        Utility plant consists principally of a hydroelectric generating station
        and related  transmission  facilities  and is leased to and  operated by
        affiliated  companies.  Rentals  are  based on an  annual  return on net
        original  cost of utility  plant plus working  capital  together  with a
        reimbursement of operating expenses, taxes and depreciation as reflected
        in the  Consolidating  Statement of Income.  The license  granted by the
        Federal Energy  Regulatory  Commission for the Conowingo Project expires
        in 2014.  Minimum  rental  payments  due in future  years  through  2014
        aggregated $132.9 million at December 31, 1997, with  approximately $8.4
        million of rentals, net of expenses, due in each of the next five years.




                                                       -16-


7.  Cash and Cash Equivalents:

        For purposes of the Consolidating Statement of Cash Flows, the Companies
        consider all highly liquid debt instruments purchased with a maturity of
        three months or less to be cash equivalents.  The following  disclosures
        supplement the accompanying Consolidating Statement of Cash Flows:

                                       PECO Energy   Susquehanna
                                      Power Company  Power Company  Consolidated
                                      -------------  -------------  ------------
    Cash Paid During the Year:

      Income taxes (net of refunds)    $339,195       $3,902,680     $4,241,875




<PAGE>




                                                 SIGNATURE












        The undersigned  system company has duly caused this annual report to be
signed on its behalf by the undersigned  thereunto duly  authorized  pursuant to
the  requirements  of the  Public  Utility  Holding  Company  Act of  1935.  The
signature of the  undersigned  company shall be deemed to relate only to matters
having reference to such company or its subsidiary.











                                         PECO ENERGY POWER COMPANY



Date:  April 29, 1998                         By:  /S/ J. BARRY MITCHELL
     ----------------------------            ---------------------------
                                               J.Barry Mitchell, Treasurer



















<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
   <NUMBER> 1
   <NAME> SUSQUEHANNA POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       113603
<OTHER-PROPERTY-AND-INVEST>                       1498
<TOTAL-CURRENT-ASSETS>                            2964
<TOTAL-DEFERRED-CHARGES>                            87
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                  118151
<COMMON>                                         24600
<CAPITAL-SURPLUS-PAID-IN>                        73740
<RETAINED-EARNINGS>                             (1720)
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   96620
                                0
                                          0
<LONG-TERM-DEBT-NET>                                 0
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   21531
<TOT-CAPITALIZATION-AND-LIAB>                   118151
<GROSS-OPERATING-REVENUE>                        18290
<INCOME-TAX-EXPENSE>                              4493
<OTHER-OPERATING-EXPENSES>                        4232
<TOTAL-OPERATING-EXPENSES>                        8724
<OPERATING-INCOME-LOSS>                          14059
<OTHER-INCOME-NET>                                 900
<INCOME-BEFORE-INTEREST-EXPEN>                   14959
<TOTAL-INTEREST-EXPENSE>                            10
<NET-INCOME>                                       580<F1>
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                      580
<COMMON-STOCK-DIVIDENDS>                          9692
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                           12149
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>Net income includes an extraordinary item of $9,876 (net of $6,480 of income taxes).
</FN>
        


</TABLE>


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