UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
----------- ---------------------------------------- ------------------
333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2578 OHIO EDISON COMPANY 34-0437786
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2323 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 34-0150020
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3491 PENNSYLVANIA POWER COMPANY 25-0718810
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3141 JERSEY CENTRAL POWER & LIGHT COMPANY 21-0485010
(A New Jersey Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-446 METROPOLITAN EDISON COMPANY 23-0870160
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3522 PENNSYLVANIA ELECTRIC COMPANY 25-0718085
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Registrant Title of Each Class on Which Registered
---------- ------------------- ----------------------
FirstEnergy Corp. Common Stock, $0.10 par value New York Stock Exchange
Ohio Edison Company Cumulative Preferred Stock, $100 par value:
3.90% Series All series registered on New
4.40% Series York Stock Exchange and
4.44% Series Chicago Stock Exchange
4.56% Series
The Cleveland Electric Cumulative Serial Preferred Stock, without
Illuminating Company par value:
$7.40 Series A Both series registered on New
Adjustable Rate, Series L York Stock Exchange
The Toledo Edison Cumulative Preferred Stock, par value
Company $100 per share:
4.25% Series American Stock Exchange
Cumulative Preferred Stock, par value $25 per
share:
$2.365 Series All series registered on
Adjustable Rate, Series A New York Stock Exchange
Adjustable Rate, Series B
First Mortgage Bonds:
8% Series due 2003 New York Stock Exchange
Pennsylvania Power Cumulative Preferred Stock, $100
Company par value:
4.24% Series All series registered on
4.25% Series Philadelphia Stock Exchange
4.64% Series
Jersey Central Power & Cumulative Preferred Stock, without
Light Company par value:
4% Series New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes (X) No ( )
- --
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
Indicate by check mark whether each registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act):
Yes (X) No ( ) FirstEnergy Corp.
- --
Yes ( ) No (X ) Ohio Edison Company, Pennsylvania Power Company, The Cleveland
-- -- Electric Illuminating Company, The Toledo Edison Company,
Jersey Central Power & Light Company, Metropolitan Edison
Company, and Pennsylvania Electric Company
State the aggregate market value of the common stock held by
non-affiliates of the registrants: FirstEnergy Corp., $11,426,526,667 as of June
30, 2003; and for all other registrants, none.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
OUTSTANDING
CLASS As of MARCH 15, 2004
----- --------------------
FirstEnergy Corp., $0.10 par value 329,836,276
Ohio Edison Company, no par value 100
The Cleveland Electric Illuminating Company, no par value 79,590,689
The Toledo Edison Company, $5 par value 39,133,887
Pennsylvania Power Company, $30 par value 6,290,000
Jersey Central Power & Light Company, $10 par value 15,371,270
Metropolitan Edison Company, no par value 859,500
Pennsylvania Electric Company, $20 par value 5,290,596
FirstEnergy Corp. is the sole holder of Ohio Edison Company, The Cleveland
Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power &
Light Company, Metropolitan Edison Company, and Pennsylvania Electric Company
common stock; Ohio Edison Company is the sole holder of Pennsylvania Power
Company common stock.
Documents incorporated by reference (to the extent indicated herein):
PART OF FORM 10-K INTO WHICH
DOCUMENT DOCUMENT IS INCORPORTED
-------- ----------------------------
FirstEnergy Corp. Annual Report to Stockholders
for the fiscal year ended December 31, 2003
(Pages 6-85) Part II
Proxy Statement for 2004 Annual Meeting of
Stockholders to be held May 18, 2004 Part III
This combined Form 10-K is separately filed by FirstEnergy Corp., Ohio
Edison Company, Pennsylvania Power Company, The Cleveland Electric Illuminating
Company, The Toledo Edison Company, Jersey Central Power & Light Company,
Metropolitan Edison Company, and Pennsylvania Electric Company. Information
contained herein relating to any individual registrant is filed by such
registrant on its own behalf. No registrant makes any representation as to
information relating to any other registrant, except that information relating
to any of the seven FirstEnergy subsidiary registrants is also attributed to
FirstEnergy.
FORM 10-K
TABLE OF CONTENTS
Page
Part I ----
Item 1. Business.................................................... 1
The Company............................................... 1
Divestitures-
International Operations................................ 2
Generation Assets....................................... 2
Other Domestic Assets................................... 3
Risk Factors That May Affect Future Results............... 3
Risks Related to Our Business........................... 3
Risks Related to the Electric Utility Industry.......... 5
Utility Regulation........................................ 6
PUCO Rate Matters....................................... 7
NJBPU Rate Matters...................................... 8
PPUC Rate Matters....................................... 9
FERC Rate Matters....................................... 10
Regulatory Accounting................................... 10
Capital Requirements...................................... 10
Met-Ed Capital Trust and Penelec Capital Trust............ 12
Nuclear Regulation........................................ 13
Nuclear Insurance......................................... 14
Environmental Matters..................................... 15
Air Regulation.......................................... 15
Waste Disposal.......................................... 16
Water Regulation........................................ 17
Summary................................................. 17
Fuel Supply............................................... 17
System Capacity and Reserves.............................. 18
Regional Reliability...................................... 18
Competition............................................... 18
Research and Development.................................. 19
Executive Officers........................................ 20
FirstEnergy Website....................................... 21
Item 2. Properties.................................................. 21
Item 3. Legal Proceedings........................................... 22
Item 4. Submission of Matters to a Vote of Security Holders......... 22
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 22
Item 6. Selected Financial Data..................................... 22
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 22
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk........................................... 22
Item 8. Financial Statements and Supplementary Data................. 22
Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure......................... 23
Item 9A. Controls and Procedures..................................... 23
Part III
Item 10. Directors and Executive Officers of the Registrant.......... 23
Item 11. Executive Compensation...................................... 24
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters................... 24
Item 13. Certain Relationships and Related Transactions.............. 24
Item 14. Principal Accounting Fees and Services...................... 24
Part IV
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K..................................... 25
PART I
ITEM 1. BUSINESS
The Company
FirstEnergy Corp. was organized under the laws of the State of Ohio in
1996. FirstEnergy's principal business is the holding, directly or indirectly,
of all of the outstanding common stock of its principal electric utility
operating subsidiaries, Ohio Edison Company (OE), The Cleveland Electric
Illuminating Company (CEI), Pennsylvania Power Company (Penn), The Toledo Edison
Company (TE), American Transmission Systems, Incorporated (ATSI), Jersey Central
Power & Light Company (JCP&L), Metropolitan Edison Company (Met-Ed) and
Pennsylvania Electric Company (Penelec). These utility operating subsidiaries
are referred to throughout as the "Companies." FirstEnergy's consolidated
revenues are primarily derived from electric service provided by its utility
operating subsidiaries and the revenues of its other principal subsidiaries:
FirstEnergy Solutions Corp. (FES); FirstEnergy Facilities Services Group, LLC
(FSG); MYR Group Inc. (MYR); MARBEL Energy Corporation (MARBEL); and First
Communications, LLC. In addition, FirstEnergy holds all of the outstanding
common stock of other direct subsidiaries including: FirstEnergy Properties,
Inc., FirstEnergy Ventures Corp., FirstEnergy Nuclear Operating Company (FENOC),
FirstEnergy Securities Transfer Company, GPU Diversified Holdings, LLC, GPU
Telecom Services, Inc., GPU Nuclear, Inc.; and FirstEnergy Service Company
(FESC).
The Companies' combined service areas encompass approximately 37,200
square miles in Ohio, New Jersey and Pennsylvania. The areas they serve have a
combined population of approximately 11.1 million.
OE was organized under the laws of the State of Ohio in 1930 and owns
property and does business as an electric public utility in that state. OE also
has ownership interests in certain generating facilities located in the
Commonwealth of Pennsylvania (see Item 2 - Properties). OE engages in the
generation, distribution and sale of electric energy to communities in a 7,500
square mile area of central and northeastern Ohio. OE also engages in the sale,
purchase and interchange of electric energy with other electric companies. The
area it serves has a population of approximately 2.7 million.
OE owns all of Penn's outstanding common stock. Penn 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. Penn is also
authorized to do business and owns property in the State of Ohio (see Item 2 -
Properties). Penn furnishes electric service to communities in a 1,500 square
mile area of western Pennsylvania. The area served by Penn has a population of
approximately 0.3 million.
CEI was organized under the laws of the State of Ohio in 1892 and does
business as an electric public utility in that state. CEI engages in the
generation, distribution and sale of electric energy in an area of approximately
1,700 square miles in northeastern Ohio. It also has ownership interests in
certain generating facilities in Pennsylvania (see Item 2 - Properties). CEI
also engages in the sale, purchase and interchange of electric energy with other
electric companies. The area CEI serves has a population of approximately 1.9
million.
TE was organized under the laws of the State of Ohio in 1901 and does
business as an electric public utility in that state. TE engages in the
generation, distribution and sale of electric energy in an area of approximately
2,500 square miles in northwestern Ohio. It also has interests in certain
generating facilities in Pennsylvania and Michigan (see Item 2 - Properties). TE
also engages in the sale, purchase and interchange of electric energy with other
electric companies. The area TE serves has a population of approximately 0.8
million.
ATSI was organized under the laws of the State of Ohio in 1998. ATSI
owns transmission assets that were formerly owned by OE, CEI and TE (Ohio
Companies) and Penn. ATSI owns and operates major, high-voltage transmission
facilities, which consist of approximately 7,100 circuit miles (5,778 pole
miles) of transmission lines with nominal voltages of 345 kilovolts (kV), 138 kV
and 69 kV. There are 37 interconnections with six neighboring control areas.
ATSI's transmission system offers gateways into the East through high capacity
ties with Pennsylvania-New Jersey-Maryland Interconnection LLC (PJM) through
Penelec, Duquesne Light Company and Allegheny Energy, Inc. into the North
through multiple 345 kV high capacity ties with Michigan Electric Coordination
Systems (MEC), and into the South through ties with American Electric Power
Company, Inc. (AEP) and Dayton Power & Light Company (DPL). In addition, ATSI is
the control area operator for the Ohio Companies and Penn service areas. ATSI
plans, operates and maintains the transmission system in accordance with the
requirements of the North American Electric Reliability Council and applicable
regulatory agencies to ensure reliable service to FirstEnergy's customers (see
FERC Rate Matters for a discussion of ATSI's participation in the Midwest
Independent System Operator, Inc. (MISO)).
JCP&L was organized under the laws of the State of New Jersey in 1925
and owns property and does business as an electric public utility in that state.
JCP&L provides transmission and distribution services in northern, western and
east central New Jersey. The area JCP&L serves has a population of approximately
2.5 million.
1
Met-Ed was organized under the laws of the Commonwealth of
Pennsylvania in 1922 and owns property and does business as an electric public
utility in that state. Met-Ed provides primarily transmission and distribution
services in eastern and south central Pennsylvania. The area it serves has a
population of approximately 1.2 million.
Penelec was organized under the laws of the Commonwealth of
Pennsylvania in 1919 and owns property and does business as an electric public
utility in that state. Penelec provides transmission and distribution services
in western, northern and south central Pennsylvania. The area it serves has a
population of approximately 1.7 million. Penelec, as lessee of the property of
its subsidiary, The Waverly Electric Light & Power Company, also serves a
population of about 13,400 in Waverly, New York and its vicinity.
FES was organized under the laws of the its State of Ohio in 1997 and
provides energy-related products and services, and through its FirstEnergy
Generation Corp. (FGCO) subsidiary, operates FirstEnergy's nonnuclear generation
businesses. FSG is the parent company of several heating, ventilating, air
conditioning and energy management companies; MYR is a utility infrastructure
construction service company. MARBEL holds FirstEnergy's 50% owner interest in
Great Lakes Energy Partners, LLC, an oil and natural gas exploration and
production venture. First Communications, LLC provides telecommunication
services (local and long-distance phone service). FESC provides legal, financial
and other corporate support services to affiliated FirstEnergy companies.
Divestitures
International Operations
FirstEnergy completed the divestiture of its international assets
subsequent to December 31, 2003 with the sales of its remaining 20.1 percent
interest in Avon (parent of Midlands Electricity in the United Kingdom) on
January 16, 2004, and its 28.67 percent interest in Termobarranquilla S.A.,
Empresa de Servicios Publicos (TEBSA) and other related subsidiaries in Colombia
on January 30, 2004. Avon, TEBSA and other international assets divested in 2003
and 2004 were acquired as part of FirstEnergy's November 2001 merger with the
former GPU, Inc. As a result of these transactions, FirstEnergy no longer has
ownership interests in international operating assets.
The divestiture in 2003 of international operations in Bolivia and
Argentina included the sale of FirstEnergy's wholly owned subsidiary, Guaracachi
America, Inc., a holding company with a 50.001 percent interest in Empresa
Guaracachi S.A. (EGSA), on December 11, 2003, and its ownership in GPU Empresa
Distribuidora Electrica Regional S.A. (Emdersa) through the abandonment of its
shares in Emdersa's parent company, GPU Argentina Holdings, Inc. on April 18,
2003.
FirstEnergy was unsuccessful in selling of GPU's former Argentina
operations and abandoned its interest in Emdersa in early 2003. A number of
economic events occurred in Argentina that hindered FirstEnergy's ability to
realize an acceptable value. These events included currency devaluation,
restrictions on repatriation of cash, and the anticipation of future asset sales
in that region by competitors. FirstEnergy reflected Emdersa's 2002 results of
an after-tax loss of $87 million (including $109 million in currency transaction
losses arising principally from U.S. dollar denominated debt) as discontinued
operations in the Consolidated Statement of Income for the year ended December
31, 2002. FirstEnergy also recognized a currency translation adjustment (CTA) of
$91 million in 2002 which reduced FirstEnergy's common stockholders' equity.
This adjustment represented the impact of translating Emdersa's financial
statements from its functional currency to the U.S. dollar for GAAP financial
reporting. The abandonment was accomplished by relinquishing FirstEnergy's
shares to the independent Board of Directors of GPU Argentina Holdings,
relieving FirstEnergy of all rights and obligations relative to this business.
As a result of the abandonment, FirstEnergy recognized a one-time, non-cash
charge of $67 million, or $0.23 per share of common stock in the second quarter
of 2003. This charge is the result of realizing the CTA losses through current
period earnings ($90 million, or $0.30 per share), partially offset by the gain
recognized from abandoning FirstEnergy's investment in Emdersa ($23 million, or
$0.07 per share). Since FirstEnergy had previously recorded $90 million of CTA
adjustments in Other Comprehensive Income (OCI), the net effect of the $67
million charge was an increase in common stockholders' equity of $23 million.
The $67 million after-tax charge in 2003 does not include the expected
income tax benefits related to the abandonment, which were fully reserved during
the second quarter of 2003. FirstEnergy expects tax benefits of approximately
$129 million, of which $50 million would increase net income in the period that
it becomes probable those benefits will be realized. The remaining $79 million
of tax benefits would reduce goodwill recognized in connection with the
acquisition of GPU.
Generation Assets
In November 2001, FirstEnergy reached an agreement to sell four
coal-fired power plants totaling 2,535 MW to NRG Energy Inc. On August 8, 2002,
FirstEnergy notified NRG that it was canceling the agreement because NRG stated
that it could not complete the transaction under the original terms of the
2
agreement. NRG filed voluntary bankruptcy petitions in May 2003; subsequently
FirstEnergy reached an agreement for settlement of its claim against NRG.
FirstEnergy sold its entire claim (including $32 million of cash proceeds
received in December 2003) for $170 million in January 2004.
Other Domestic Assets
Other asset sales in 2003 included three FSG subsidiaries - Ancoma,
Inc., a mechanical contracting company based in Rochester, New York, and
Virginia-based Colonial Mechanical Corporation and Webb Technologies, Inc. - and
a MARBEL subsidiary - Northeast Ohio Natural Gas Company.
Risks Factors That May Affect Results
Risks Related to Our Business
FirstEnergy May Ultimately Incur Liability in Connection with the
August 14, 2003 Regional Outage or the Restatement of Earnings
On August 14, 2003, various states in the northeast United States and
parts of southern Canada experienced a widespread power outage, which affected
approximately 1.4 million customers in FirstEnergy's service area. FirstEnergy
continues to accumulate data and evaluate the status of its electrical system
prior to and during the outage event, and continues to cooperate with the
U.S.-Canada Power System Outage Task Force (Task Force) investigating the
outage. The interim report issued by the Task Force on November 18, 2003
concluded that the problems leading up to the outage began in FirstEnergy's
service area. Specifically, the interim report concludes, among other things,
that the initiation of the August 14th outage resulted from the coincidence on
that afternoon of the following causes: (1) inadequate situational awareness at
FirstEnergy; (2) FirstEnergy's failure to adequately manage tree growth in its
transmission rights of way; and (3) failure of the interconnected grid's
reliability organizations (Midwest Independent System Operator and PJM
Interconnection) to provide effective diagnostic support. FirstEnergy believes
that the interim report does not provide a complete and comprehensive picture of
the conditions that contributed to the August 14th outage and that it does not
adequately address the underlying causes of the outage. FirstEnergy believes
that the outage cannot be explained by events on any one utility's system. On
March 1, 2004, the FirstEnergy companies filed, in accordance with a November
25, 2003 order from the PUCO, its plan for addressing certain issues identified
by the Task Force in its interim report. In particular, the filing addressed
upgrades to FENOC's control room computer hardware and software and enhancements
to the training of control room operators. The PUCO, in consultation with the
North American Electric Reliability Council, will review the plan before
determining the next steps in the proceeding. On December 24, 2003, the Federal
Energy Regulatory Commission (FERC) ordered FirstEnergy to pay for an
independent study of part of Ohio's power grid. The study has commenced and will
examine the stability of the grid in critical points in the Cleveland and Akron,
Ohio areas; the status of projected power reserves during summer 2004 through
2008; and the need for new transmission lines or other grid projects. The FERC
ordered the study to be completed within 120 days. At this time, we do not know
how the results of the study will impact FirstEnergy.
Various legal proceedings have been filed against FirstEnergy in
connection with, among other things, the restatements in August 2003, by
FirstEnergy and its Ohio utility subsidiaries of previously reported results,
the August 14th power outage described above, and the extended outage at the
Davis-Besse Nuclear Power Station. Depending upon the particular proceeding, the
issues raised include alleged violations of federal securities laws, breaches of
fiduciary duties under state law by FirstEnergy directors and officers, and
damages as a result of one or more of the noted events. The securities cases
have been consolidated into one action pending in federal court in Akron. The
derivative actions filed in federal court likewise have been consolidated as a
separate matter, also in federal court in Akron. There are also pending
derivative actions in state court. FirstEnergy's Ohio utility subsidiaries also
were named as respondents in two regulatory proceedings initiated at the Public
Utility Commission of Ohio (PUCO) in response to complaints alleging failure to
provide reasonable and adequate service stemming primarily from the August 14th
power outage. FirstEnergy is vigorously defending these actions, but cannot
predict the outcome of any of these proceedings or whether any further
regulatory proceedings or legal actions may be instituted against them. In
particular, if FirstEnergy were ultimately determined to have legal liability in
connection with these proceedings, it could have a material adverse effect on
our financial condition and results of operations.
On September 11, 2003, FirstEnergy received an informal data request
from the Securities and Exchange Commission (SEC) asking it to voluntarily
provide information and documents related to the restatement of its 2002 annual
financial statements. We have responded to the request, but are unable to
predict the outcome of this or any of the other pending legal and regulatory
proceedings discussed above.
Changes in Commodity Prices Could Decrease Revenues from Power
FirstEnergy Sells and Increase the Cost of Power We Buy
While much of FirstEnergy's generation serves customers under retail
rates set by regulatory bodies, FirstEnergy also purchases and sells electricity
3
in the competitive wholesale and retail markets. Increases in the costs of fuel
for the generation facilities (particularly coal and natural gas) can affect
FirstEnergy's profit margins in both competitive and non-competitive markets.
Changes in the market prices of electricity, which are affected by changes in
fuel costs and other factors, may impact FirstEnergy's financial results and
financial position by increasing the amount FirstEnergy pays to purchase power
to supply provider of last resort (PLR) obligations in Ohio and Pennsylvania.
Electricity and fuel prices may fluctuate substantially over
relatively short periods of time for a variety of reasons, including:
o severe or unexpected weather or seasonality;
o changes in electricity usage;
o illiquidity in wholesale power and other markets;
o transmission or transportation constraints, inoperability or
inefficiencies;
o availability of competitively priced alternative energy sources;
o changes in supply and demand for energy commodities;
o changes in power production capacity;
o outages at our power production facilities or those of our
competitors;
o changes in production and storage levels of natural gas, lignite,
coal, crude oil and refined products;
o natural disasters, wars, acts of sabotage, terrorist acts,
embargoes and other catastrophic events; and
o federal, state and local energy environmental and other regulation
and legislation.
FirstEnergy's Facilities May Not Operate As Planned, Which May Increase
Expenses or Decrease Revenues and Have an Adverse Effect on Financial
Performance
Operation of power plants and distribution facilities involves many
risks, including the breakdown or failure of equipment or processes, accidents,
labor disputes, and performance below expected levels. In addition,
weather-related incidents and other natural disasters can disrupt generation,
transmission and distribution delivery systems. Because FirstEnergy's
transmission facilities are interconnected with those of third parties, the
operation of its facilities may be adversely affected by unexpected or
uncontrollable events occurring on the systems of such third parties.
Operation of FirstEnergy's power plants below expected capacity levels
could result in lost revenues or increased expenses, including higher
maintenance costs that it may not be able to recover from customers. Unplanned
outages may require it to incur significant replacement power costs. Moreover,
if it were unable to perform under contractual obligations, penalties or
liability for damages may result.
A Downgrade in Credit Ratings Could Negatively Affect our Ability to
Access Capital
On December 23, 2003, Standard & Poor's (S&P) lowered its corporate
credit ratings on FirstEnergy and its regulated utility subsidiaries to "BBB-"
from "BBB" and lowered FirstEnergy's senior unsecured debt rating to "BB+" from
"BBB-". Except for OE's senior secured issue rating, which was left unchanged,
all other subsidiary ratings were lowered one notch as well. The ratings were
removed from CreditWatch with negative implications, where they had been placed
by S&P on August 18, 2003, and the Ratings Outlook returned to Stable. The
rating action followed a revision in S&P's assessment of our consolidated
business risk profile to `6' from `5' (`1' equals low risk, `10' equals high
risk), with S&P citing operational and management challenges as well as
heightened regulatory uncertainty for its revision of our business risk
assessment score. S&P's rationale for its revisions in our ratings included
uncertainty regarding the timing of the Ohio Rate Plan filing (see Utility
Regulation), the pending final report on the August 14th power outage as
previously discussed, the outcome of the remedial phase of litigation relating
to the Sammis plant (see Environmental Matters), and the extended Davis-Besse
outage and the related pending subpoena (see Progress Toward Davis-Besse
Restart). S&P further stated that the restart of Davis-Besse and a supportive
Ohio Rate Plan extension will be vital positive developments that would aid an
upgrade of FirstEnergy's ratings. S&P's reduction of our credit ratings in
December 2003 triggered cash and letter-of-credit collateral calls in addition
to higher interest rates for some outstanding borrowings.
On February 6, 2004, Moody's downgraded FirstEnergy senior unsecured
debt to Baa3 from Baa2 and downgraded the senior secured debt of JCP&L, Met-Ed
4
and Penelec to Baa1 from A2. Moody's also downgraded the preferred stock rating
of JCP&L to Ba1 from Baa2 and the senior unsecured rating of Penelec to Baa2
from A2. The ratings of OE, CEI, TE and Penn were confirmed. Moody's said that
the lower ratings were prompted by: "1) high consolidated leverage with
significant holding company debt, 2) a degree of regulatory uncertainty in the
service territories in which the company operates, 3) risks associated with
investigations of the causes of the August 2003 blackout, and related securities
litigation, and 4) a narrowing of the ratings range for the FirstEnergy
operating utilities, given the degree to which FirstEnergy increasingly manages
the utilities as a single system and the significant financial interrelationship
among the subsidiaries."
Risks Related to the Electric Utility Industry
FirstEnergy is Subject to Complex and Changing Government Regulations
that May Require Increased Expense and/or Changes in Business Strategy
that Could Have a Negative Impact on our Results of Operations
FirstEnergy is subject to comprehensive regulation by various federal,
state and local regulatory agencies that significantly influences our operating
environment. FirstEnergy is required to have numerous permits, approvals and
certificates from the agencies that regulate our business. FirstEnergy believes
the necessary permits, approvals and certificates have been obtained for our
existing operations and that our business is conducted in accordance with
applicable laws; however, we are unable to predict the impact on operating
results from future regulatory activities of any of these agencies. Changes in
or reinterpretations of existing laws or regulations or the imposition of new
laws or regulations could require FirstEnergy to incur additional expenses or
change the way we run our business, and therefore have an adverse impact on our
results of operations.
Restructuring and Deregulation in the Electric Utility Industry May
Result in Increased Competition and Unrecoverable Costs that Could
Adversely Affect FirstEnergy's Business and Results of Operations
As a result of the actions taken by state legislative bodies over the
last few years, major changes in the electric utility business have occurred and
are continuing to take place in parts of the United States, including Ohio,
Pennsylvania and New Jersey. These changes have resulted in fundamental
alterations in the way integrated utilities conduct their business.
Increased competition resulting from restructuring efforts could have
a significant adverse financial impact on FirstEnergy and its subsidiaries and
consequently on their results of operations. Increased competition could result
in increased pressure to lower prices, including the price of electricity.
Retail competition and the unbundling of regulated electric service could have a
significant adverse financial impact on us due to potential impairment of
assets, a loss of retail customers, lower profit margins or increased costs of
capital. FirstEnergy cannot predict the extent and timing of entry by additional
competitors into the electric markets.
The FERC and U.S. Congress are also proposing significant changes in
the structure and conduct of the electric utility industry. If the restructuring
and deregulation efforts result in increased competition or unrecoverable costs,
our business and results of operations may be adversely affected. FirstEnergy
cannot predict the extent and timing of further efforts to restructure,
deregulate or re-regulate FirstEnergy or the industry.
FirstEnergy is Exposed to Risks of Nuclear Generation, Which Involve
Issues and Uncertainties Relating to Health and Safety, Additional
Capital Costs, the Adequacy of Insurance Coverage and Nuclear Plant
Decommissioning
FirstEnergy is subject to the risks of nuclear generation, including
but not limited to the following:
o the potential harmful effects on the environment and human health
resulting from the operation of nuclear facilities and the storage,
handling and disposal of radioactive materials;
o limitations on the amounts and types of insurance commercially
available to cover losses that might arise in connection with
our nuclear operations or those of others in the United States;
o uncertainties with respect to contingencies and assessment amounts
if insurance coverage is inadequate; and
o uncertainties with respect to the technological and financial
aspects of decommissioning nuclear plants at the end of their
licensed operation.
The NRC has broad authority under federal law to impose licensing and
safety-related requirements for the operation of nuclear generation facilities.
In the event of non-compliance, the NRC has the authority to impose fines or
shut down a unit, or both, depending upon its assessment of the severity of the
situation, until compliance is achieved. Revised safety requirements promulgated
5
by the NRC could necessitate substantial capital expenditures at nuclear plants,
including ours. Unlike our fossil plants, which have been leased to and operated
by FGCO since 2001, new capital costs as well as fuel, operation and maintenance
expenses for the nuclear plants continue to be borne by CEI, TE, OE and Penn.
The Companies' respective interests in nuclear facilities are insured
under Nuclear Electric Insurance Limited, or NEIL, policies issued for each
plant. Under these policies, up to $2.75 billion is provided for property damage
and decontamination and decommissioning costs. We have also obtained
approximately $537 million of insurance coverage for replacement power costs for
The Companies' respective interests in nuclear facilities. Under these policies,
we can be assessed a maximum of approximately $29.1 million for incidents at any
covered nuclear facility occurring during a policy year which are in excess of
accumulated funds available to the insurer for paying losses.
FirstEnergy's Operating Results are Affected by Weather Conditions and
May Fluctuate on a Seasonal and Quarterly Basis
Weather conditions directly influence the demand for electric power.
In FirstEnergy's service area, demand for power peaks during the hot summer
months, with market prices also typically peaking at that time. As a result,
overall operating results may fluctuate on a seasonal and quarterly basis. In
addition, FirstEnergy has historically sold less power, and consequently
received less revenue, when weather conditions are milder. Severe weather, such
as tornadoes, hurricanes, storms and droughts, may cause outages and property
damage which may require FirstEnergy to incur additional expenses that are
generally not insured and that may not be recoverable from customers. The effect
of the failure of FirstEnergy's facilities to operate as planned, as described
above, would be particularly burdensome during a peak demand period.
FirstEnergy's Costs of Compliance with Environmental Laws are
Significant, and the Cost of Compliance with Future Environmental Laws
Could Harm Cash Flow and Profitability
FirstEnergy's subsidiaries' operations are subject to extensive
federal, state and local environmental statutes, rules and regulations.
Compliance with these legal requirements requires us to incur significant costs
toward environmental monitoring, installation of pollution control equipment,
emission fees, maintenance, upgrading, remediation and permitting at all of our
facilities. These expenditures have been significant in the past and may
increase in the future. If the cost of compliance with existing environmental
regulations does increase, it could adversely affect FirstEnergy's business and
results of operations, financial position and cash flows. Moreover, changes in
environmental laws may materially increase FirstEnergy's costs of compliance or
accelerate the timing of capital expenditures. Because of the deregulation of
generation, FirstEnergy may not recover through rates additional costs incurred
for such compliance. FirstEnergy's compliance strategy, although reasonably
based on available information, may not successfully address the relevant
standards and interpretations in the future. If FirstEnergy fails to comply with
environmental laws and regulations, even if caused by factors beyond its control
or new interpretations of longstanding requirements, that failure may result in
the assessment of civil or criminal liability and fines.
Utility Regulation
As a registered public utility holding company, FirstEnergy is subject
to regulation by the SEC under the Public Utility Holding Company Act of 1935
(1935 Act). The SEC has determined that the electric facilities of the Companies
constitute a single integrated public utility system under the standards of the
1935 Act. The 1935 Act regulates FirstEnergy with respect to accounting, the
issuance of securities, the acquisition and sale of utility assets, securities
or any other interest in any business, and entering into, and performance of,
service, sales and construction contracts among its subsidiaries, and certain
other matters. The 1935 Act also limits the extent to which FirstEnergy may
engage in nonutility businesses or acquire additional utility businesses. Each
of the Companies' retail rates, conditions of service, issuance of securities
and other matters are subject to regulation in the state in which each operates
- in Ohio by the PUCO, in New Jersey by the New Jersey Board of Public Utilities
(NJBPU) and in Pennsylvania by the Pennsylvania Public Utility Commission
(PPUC). With respect to their wholesale and interstate electric operations and
rates, the Companies are subject to regulation, including regulation of their
accounting policies and practices, by the FERC. Under Ohio law, municipalities
may regulate rates, subject to appeal to the PUCO if not acceptable to the
utility.
In Ohio, New Jersey and Pennsylvania, laws applicable to electric
industry deregulation included similar provisions which are reflected in the
Companies' respective state regulatory plans:
o allowing the Companies' electric customers to select their
generation suppliers;
o establishing PLR obligations to customers in the Companies' service
areas;
o allowing recovery of transition costs (sometimes referred to as
stranded investment);
o itemizing (unbundling) the price of electricity into its component
elements - including generation, transmission, distribution and
transition costs recovery charges;
o deregulating the Companies' electric generation businesses;
6
o continuing regulation of the Companies' transmission and
distribution systems; and
o requiring corporate separation of regulated and unregulated
business activities.
PUCO Rate Matters
In July 1999, Ohio's electric utility restructuring legislation, which
allowed Ohio electric customers to select their generation suppliers beginning
January 1, 2001, was signed into law. Among other things, the legislation
provided for a 5% reduction on the generation portion of residential customers'
bills and the opportunity to recover transition costs, including regulatory
assets, from January 1, 2001 through December 31, 2005 (market development
period). The period for the recovery of regulatory assets only can be extended
up to December 31, 2010. The PUCO was authorized to determine the level of
transition cost recovery, as well as the recovery period for the regulatory
assets portion of those costs, in considering each Ohio electric utility's
transition plan application.
In July 2000, the PUCO approved FirstEnergy's transition plan for OE,
CEI and TE (Ohio Companies) as modified by a settlement agreement with major
parties to the transition plan. The application of SFAS 71, "Accounting for the
Effects of Certain Types of Regulation" to OE's generation business and the
nonnuclear generation businesses of CEI and TE was discontinued with the
issuance of the PUCO transition plan order, as described further below. Major
provisions of the settlement agreement consisted of approval of recovery of
generation-related transition costs as filed of $4.0 billion net of deferred
income taxes (OE-$1.6 billion, CEI-$1.6 billion and TE-$0.8 billion) and
transition costs related to regulatory assets as filed of $2.9 billion net of
deferred income taxes (OE-$1.0 billion, CEI-$1.4 billion and TE-$0.5 billion),
with recovery through no later than 2006 for OE, mid-2007 for TE and 2008 for
CEI, except where a longer period of recovery is provided for in the settlement
agreement. The generation-related transition costs include $1.4 billion, net of
deferred income taxes, (OE-$1.0 billion, CEI-$0.2 billion and TE-$0.2 billion)
of impaired generating assets recognized as regulatory assets as described
further below, $2.4 billion, net of deferred income taxes, (OE-$1.2 billion,
CEI-$0.4 billion and TE-$0.8 billion) of above market operating lease costs and
$0.8 billion, net of deferred income taxes, (CEI-$0.5 billion and TE-$0.3
billion) of additional plant costs that were reflected on CEI's and TE's
regulatory financial statements.
Also as part of the settlement agreement, the Ohio Companies give
preferred access over its subsidiaries to nonaffiliated marketers, brokers and
aggregators to 1,120 megawatts (MW) of generation capacity through 2005 at
established prices for sales to the Ohio Companies' retail customers. Customer
prices are frozen through the five-year market development period, which runs
through the end of 2005, except for certain limited statutory exceptions,
including the 5% reduction referred to above. In February 2003, the Ohio
Companies were authorized increases in annual revenues aggregating approximately
$50 million (OE-$41 million, CEI-$4 million and TE-$5 million) to recover their
higher tax costs resulting from the Ohio deregulation legislation.
The Ohio Companies' customers choosing alternative suppliers receive
an additional incentive applied to the shopping credit (generation component) of
45% for residential customers, 30% for commercial customers and 15% for
industrial customers. The amount of the incentive is deferred for future
recovery from customers. Subject to approval by the PUCO, recovery will be
accomplished by extending the respective transition cost recovery period.
On October 21, 2003, the Ohio Companies filed an application with the
PUCO to establish generation service rates beginning January 1, 2006, in
response to expressed concerns by the PUCO about price and supply uncertainty
following the end of the market development period. The filing included two
options:
o A competitive auction, which would establish a price for
generation that customers would be charged during the period
covered by the auction, or
o A Rate Stabilization Plan, which would extend current generation
prices through 2008, ensuring adequate supply and continuing our
support of energy efficiency and economic development efforts.
Under the first option, an auction would be conducted to secure
generation service for the Ohio Companies' customers. Beginning in 2006,
customers would pay market prices for generation as determined by the auction.
Under the Rate Stabilization Plan option, customers would have price
and supply stability through 2008 - three years beyond the end of the market
development period - as well as the benefits of a competitive market. Customer
benefits would include: customer savings by extending the current five percent
discount on generation costs and other customer credits; maintaining current
distribution base rates through 2007; market-based auctions that may be
conducted annually to ensure that customers pay the lowest available prices;
extension of the Ohio Companies' support of energy-efficiency programs and the
potential for continuing the program to give preferred access to nonaffiliated
entities to generation capacity if shopping drops below 20%. Under the proposed
plan, FirstEnergy is requesting:
o Extension of the transition cost amortization period for OE from
2006 to 2007; for CEI from 2008 to mid-2009 and for TE from
mid-2007 to mid-2008;
7
o Deferral of interest costs on the accumulated shopping
incentives and other cost deferrals as new regulatory assets;
and
o Ability to initiate a request to increase generation rates under
certain limited conditions.
On January 7, 2004, the PUCO staff filed testimony on the proposed
rate plan generally supporting the Rate Stabilization Plan as opposed to the
competitive auction proposal. Hearings began on February 11, 2004 and were
completed on March 1, 2004. On February 23 2004, after consideration of PUCO
Staff comments and testimony as well as those provided by some of the
intervening parties, FirstEnergy made certain modifications to the Rate
Stabilization Plan. A decision is expected from the PUCO in the Spring of 2004.
NJBPU Rate Matters
JCP&L's 2001 Final Decision and Order (Final Order) with respect to
its rate unbundling, stranded cost and restructuring filings confirmed rate
reductions set forth in its 1999 Summary Order, which had been in effect at
increasing levels through July 2003. The Final Order also confirmed the
establishment of a non-bypassable societal benefits charge (SBC) to recover
costs which include nuclear plant decommissioning and manufactured gas plant
remediation, as well as a non-bypassable market transition charge (MTC)
primarily to recover stranded costs. The NJBPU has deferred making a final
determination of the net proceeds and stranded costs related to prior generating
asset divestitures until JCP&L's request for an Internal Revenue Service (IRS)
ruling regarding the treatment of associated federal income tax benefits is
acted upon. Should the IRS ruling support the return of the tax benefits to
customers, there would be no effect on FirstEnergy's or JCP&L's net income since
the contingency existed prior to the merger.
In addition, the Final Order provided for the ability to securitize
stranded costs associated with the divested Oyster Creek Nuclear Generating
Station. Under NJBPU authorization in 2002, JCP&L issued through its wholly
owned subsidiary, JCP&L Transition Funding LLC, $320 million of transition bonds
(recognized on the Consolidated Balance Sheet) which securitized the recovery of
these costs and which provided for a usage-based non-bypassable transition bond
charge (TBC) and for the transfer of the bondable transition property to another
entity.
Prior to August 1, 2003, JCP&L's PLR obligation to provide basic
generation service (BGS) to non-shopping customers was supplied almost entirely
from contracted and open market purchases. JCP&L is permitted to defer for
future collection from customers the amounts by which its costs of supplying BGS
to non-shopping customers and costs incurred under nonutility generation (NUG)
agreements exceed amounts collected through BGS and MTC rates. As of December
31, 2003, the accumulated deferred cost balance totaled approximately $440
million, after the charge discussed below. The NJBPU also allowed securitization
of JCP&L's deferred balance to the extent permitted by law upon application by
JCP&L and a determination by the NJBPU that the conditions of the New Jersey
restructuring legislation are met. There can be no assurance as to the extent,
if any, that the NJBPU will permit such securitization.
Under New Jersey transition legislation, all electric distribution
companies were required to file rate cases to determine the level of unbundled
rate components to become effective August 1, 2003. JCP&L's two August 2002 rate
filings requested increases in base electric rates of approximately $98 million
annually and requested the recovery of deferred costs that exceeded amounts
being recovered under the current MTC and SBC rates; one proposed method of
recovery of these costs is the securitization of the deferred balance. This
securitization methodology is similar to the Oyster Creek securitization
discussed above. On July 25, 2003, the NJBPU announced its JCP&L base electric
rate proceeding decision, which reduced JCP&L's annual revenues by approximately
$62 million effective August 1, 2003. The NJBPU decision also provided for an
interim return on equity of 9.5 percent on JCP&L's rate base for 6 to 12 months.
During that period, JCP&L will initiate another proceeding to request recovery
of additional costs incurred to enhance system reliability. In that proceeding,
the NJBPU could increase the return on equity to 9.75 percent or decrease it to
9.25 percent, depending on its assessment of the reliability of JCP&L's service.
Any reduction would be retroactive to August 1, 2003. The net revenue decrease
from the NJBPU's decision consists of a $223 million decrease in the electricity
delivery charge, a $111 million increase due to the August 1, 2003 expiration of
annual customer credits previously mandated by the New Jersey transition
legislation, a $49 million increase in the MTC tariff component, and a net $1
million increase in the SBC charge. The MTC allows for the recovery of $465
million in deferred energy costs over the next ten years on an interim basis,
thus disallowing $153 million of the $618 million provided for in a preliminary
settlement agreement between certain parties. As a result, JCP&L recorded
charges to net income for the year ended December 31, 2003, aggregating $185
million ($109 million net of tax) consisting of the $153 million of disallowed
deferred energy costs and other regulatory assets. JCP&L filed a motion for
rehearing and reconsideration with the NJBPU on August 15, 2003 with respect to
the following issues: (1) the disallowance of the $153 million deferred energy
costs; (2) the reduced rate of return on equity; and (3) $42.7 million of
disallowed costs to achieve merger savings. On October 10, 2003, the NJBPU held
the motion in abeyance until the final NJBPU decision and order which is
expected to be issued in the first quarter of 2004.
8
JCP&L's BGS obligation for the twelve month period beginning August 1,
2003 was auctioned in February 2003. The auction covered a fixed price bid
(applicable to all residential and smaller commercial and industrial customers)
and an hourly price bid (applicable to all large industrial customers) process.
JCP&L sells all self-supplied energy (NUGs and owned generation) to the
wholesale market with offsetting credits to its deferred energy balances. The
BGS auction for the subsequent period was completed in February 2004. The NJBPU
adjusted the generation component of JCP&L's retail rates on August 1, 2003 to
reflect the results of the BGS auction.
On July 5, 2003, JCP&L experienced a series of 34.5 kilo-volt
sub-transmission line faults that resulted in outages on the New Jersey shore.
The NJBPU instituted an investigation into these outages, and directed that a
Special Reliability Master be hired to oversee the investigation. On December 8,
2003, the Special Reliability Master issued his Interim Report recommending that
JCP&L implement a series of actions to improve reliability in the area affected
by the outages. The NJBPU adopted the findings and recommendations of the
Interim Report on December 17, 2003, and ordered JCP&L to implement the
recommended actions on a staggered basis, with initial actions to be completed
by March 31, 2004. JCP&L expects to spend $12.5 million implementing these
actions during 2004.
PPUC Rate Matters
The PPUC authorized 1998 rate restructuring plans for Penn, Met-Ed and
Penelec. In 2000, the PPUC disallowed a portion of the requested additional
stranded costs above those amounts granted in Met-Ed's and Penelec's 1998 rate
restructuring plan orders. The PPUC required Met-Ed and Penelec to seek an IRS
ruling regarding the return of certain unamortized investment tax credits and
excess deferred income tax benefits to customers. Similar to JCP&L's situation,
if the IRS ruling ultimately supports returning these tax benefits to customers,
there would be no effect to FirstEnergy's, Met-Ed's or Penelec's net income
since the contingency existed prior to the merger.
In June 2001, the PPUC approved the Settlement Stipulation with all of
the major parties in the combined merger and rate proceedings which approved the
merger and provided PLR deferred accounting treatment for energy costs,
permitting Met-Ed and Penelec to defer, for future recovery, energy costs in
excess of amounts reflected in their capped generation rates retroactive to
January 1, 2001. This PLR deferral accounting procedure was later denied in a
February 2002 Commonwealth Court of Pennsylvania decision. The court decision
also affirmed the PPUC decision regarding the merger, remanding the decision to
the PPUC only with respect to the issue of merger savings. FirstEnergy
established reserves in 2002 for Met-Ed's and Penelec's PLR deferred energy
costs which aggregated $287.1 million, reflecting the potential adverse impact
of the then pending Pennsylvania Supreme Court decision whether to review the
Commonwealth Court decision.
On April 2, 2003, the PPUC remanded the issue relating to merger
savings to the Office of Administrative Law for hearings, directed Met-Ed and
Penelec to file a position paper on the effect of the Commonwealth Court order
on the Settlement Stipulation and allowed other parties to file responses to the
position paper. Met-Ed and Penelec filed a letter with the Administrative Law
Judge (ALJ) on June 11, 2003, voiding the Stipulation in its entirety and
reinstating Met-Ed's and Penelec's restructuring settlement previously approved
by the PPUC.
On October 2, 2003, the PPUC issued an order concluding that the
Commonwealth Court reversed the PPUC's June 20, 2001 order in its entirety. The
PPUC directed Met-Ed and Penelec to file tariffs within thirty days of the order
to reflect the competitive transition charge (CTC) rates and shopping credits
that were in effect prior to the June 21, 2001 order to be effective upon one
day's notice. In response to that order, Met-Ed and Penelec filed these
supplements to their tariffs to become effective October 24, 2003.
On October 8, 2003, Met-Ed and Penelec filed a petition for
clarification relating to the October 2, 2003 order on two issues: to establish
June 30, 2004 as the date to fully refund the NUG trust fund and to clarify that
the ordered accounting treatment regarding the CTC rate/shopping credit swap
should follow the ratemaking, and that the PPUC's findings would not impair
their rights to recover all of their stranded costs. On October 9, 2003, ARIPPA
(an intervenor in the proceedings) petitioned the PPUC to direct Met-Ed and
Penelec to reinstate accounting for the CTC rate/shopping credit swap
retroactive to January 1, 2002. Several other parties also filed petitions. On
October 16, 2003, the PPUC issued a reconsideration order granting the date
requested by Met-Ed and Penelec for the NUG trust fund refund, denying Met-Ed's
and Penelec's other clarification requests and granting ARIPPA's petition with
respect to the accounting treatment of the changes to the CTC rate/shopping
credit swap. On October 22, 2003, Met-Ed and Penelec filed an Objection with the
Commonwealth Court asking that the Court reverse the PPUC's finding that
requires Met-Ed and Penelec to treat the stipulated CTC rates that were in
effect from January 1, 2002 on a retroactive basis. Met-Ed and Penelec are
considering filing an appeal to the Commonwealth Court on the PPUC orders as
well.
On October 27, 2003, a Commonwealth Court judge issued an Order
denying Met-Ed's and Penelec's objection without explanation. Due to the
vagueness of the Order, Met-Ed and Penelec, on October 31, 2003, filed an
Application for Clarification with the judge. Concurrent with this filing,
Met-Ed and Penelec, in order to preserve their rights, also filed with the
Commonwealth Court both a Petition for Review of the PPUC's October 16 and
October 22 Orders, and an application for reargument, if the judge, in his
clarification order, indicates that Met-Ed's and Penelec's objection was
intended to be denied on the merits. In addition to these findings, Met-Ed and
Penelec, in compliance with the PPUC's Orders, filed revised PPUC quarterly
9
reports for the twelve months ended December 31, 2001 and 2002, and for the
first two quarters of 2003, reflecting balances consistent with the PPUC's
findings in their Orders.
Effective September 1, 2002, Met-Ed and Penelec assigned their PLR
responsibility to their FES affiliate through a wholesale power sale agreement.
The PLR sale will be automatically extended for each successive calendar year
unless any party elects to cancel the agreement by November 1 of the preceding
year. Under the terms of the wholesale agreement, FES assumed the supply
obligation and the supply profit and loss risk, for the portion of power supply
requirements not self-supplied by Met-Ed and Penelec under their NUG contracts
and other power contracts with nonaffiliated third party suppliers. This
arrangement reduces Met-Ed's and Penelec's exposure to high wholesale power
prices by providing power at a fixed price for their uncommitted PLR energy
costs during the term of the agreement with FES. FES has hedged most of Met-Ed's
and Penelec's unfilled PLR on-peak obligation through 2004 and a portion of
2005, the period during which deferred accounting was previously allowed under
the PPUC's order. Met-Ed and Penelec are authorized to continue deferring
differences between NUG contract costs and current market prices.
In late 2003, the PPUC issued a Tentative Order implementing new
reliability benchmarks and standards. In connection therewith, the PPUC
commenced a rulemaking procedure to amend the Electric Service Reliability
Regulations to implement these new benchmarks, and create additional reporting
on reliability. Although neither the Tentative Order nor the Reliability
Rulemaking has been finalized, the PPUC ordered all Pennsylvania utilities to
begin filing quarterly reports on November 1, 2003. The comment period for both
the Tentative Order and the Proposed Rulemaking Order has closed. Met-Ed,
Penelec and Penn are currently awaiting the PPUC to issue a final order in both
matters. The order will determine (1) the standards and benchmarks to be
utilized, and (2) the details required in the quarterly and annual reports. It
is expected that these Orders will be finalized in March of 2004.
On January 16, 2004, the PPUC initiated a formal investigation of
Met-Ed's, Penelec's and Penn's levels of compliance with the Public Utility Code
and the PPUC's regulations and orders with regard to reliable electric service.
Hearings will be held in August in this investigation, and the ALJ has been
directed to issue a Recommended Decision by September 30, 2004, in order to
allow the PPUC time to issue a Final Order before December 16, 2004. FirstEnergy
is unable to predict the outcome of the investigation or the impact of the PPUC
order.
FERC Rate Matters
The Companies provide wholesale power and transmission service subject
to the jurisdiction of the FERC.
Following the FirstEnergy/GPU merger, the transmission facilities of
JCP&L, Met-Ed and Penelec continue to be operated by PJM. PJM was approved by
the FERC as a regional transmission organization (RTO) on December 20, 2002.
Transmission service over the facilities of FirstEnergy's PJM operating
companies is provided under the PJM Open Access Transmission Tariff.
ATSI transferred operational control of its transmission facilities in
the East Central Area Reliability Agreement (ECAR) area to the MISO RTO as part
of GridAmerica, LLC, an independent transmission company. This transfer of
control became effective on October 1, 2003. Transmission service over the
facilities of ATSI is now provided under the MISO Open Access Transmission
Tariff. A settlement of all rate matters related to ATSI's integration into MISO
was filed with FERC on December 18, 2003 and is waiting decision by FERC.
PJM and MISO were ordered by the FERC to develop a common market
between the regions by October 31, 2004. The FERC also initiated a Section 206
investigation into the reasonableness of the "through-and-out" transmission
rates charged by PJM and MISO. On November 17, 2003, the FERC issued orders
directing MISO, PJM, and certain unaffiliated transmission owners in the Midwest
to eliminate their transmission rates for point-to-point service effective April
1, 2004. A settlement judge has been appointed by the FERC to resolve compliance
filings by the affected transmission providers. As part of the settlement
process, the FERC extended the date for elimination of through-and-out rates
until May 1, 2004. AEP, Commonwealth Edison, and other transmission owning
utilities have appealed the FERC's November 17, 2003 orders to the federal court
of appeals for the District of Columbia.
Regulatory Accounting
All of the Companies' regulatory assets (deferred costs) are expected
to continue to be recovered under provisions of the Ohio transition plan and the
respective Pennsylvania and New Jersey regulatory plans. The application of
Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the
Effects of Certain Types of Regulation", has been discontinued with respect to
the Companies' generation operations.
Capital Requirements
Capital expenditures for the Companies, FES and FirstEnergy's other
subsidiaries for the years 2004 through 2006 excluding nuclear fuel, are shown
10
in the following table. Such costs include expenditures for the betterment of
existing facilities and for the construction of generating capacity, facilities
for environmental compliance, transmission lines, distribution lines,
substations and other assets.
Capital Expenditures Forecast
2003 ------------------------------
Actual 2004 2005-2006 Total
------ ---- --------- -----
(In millions)
OE.................. $ 87 $110 $ 185 $ 295
Penn................ 46 64 79 143
CEI................. 114 92 183 275
TE.................. 71 50 91 141
JCP&L............... 125 146 300 446
Met-Ed.............. 44 55 113 168
Penelec............. 46 66 132 198
ATSI................ 18 23 43 66
FES................. 141 69 374 443
Other subsidiaries.. 100 38 87 125
----- ---- ------- ------
Total............... $ 792 $713 $ 1,587 $2,300
Amounts shown above for 2004 and 2005-2006 include $45 million and
$120 million, respectively, for the replacement of steam generators at the
Beaver Valley Nuclear Power Plant.
During the 2004-2006 period, maturities of, and sinking fund
requirements for, long-term debt and preferred stock of FirstEnergy and its
subsidiaries are:
Preferred Stock and Long-Term Debt
Redemption Schedule
----------------------------------
2004 2005-2006 Total
---- --------- -----
(In millions)
OE........................ $ 60 $ 180 $ 240
Penn...................... 64 4 68
CEI*...................... 289 2 291
TE........................ 230 -- 230
JCP&L..................... 176 275 451
Met-Ed.................... 40 181 221
Penelec................... 125 8 133
FirstEnergy............... 270 1,300 1,570
Other subsidiaries........ 4 18 22
------ ------ ------
Total..................... $1,258 $1,968 $3,226
* CEI has an additional $22 million due to associated companies in
2005-2006.
The Companies' and FES's respective investments for additional
nuclear fuel, and nuclear fuel investment reductions as the fuel is consumed,
during the 2004-2006 period are presented in the following table. The table also
displays the Companies' operating lease commitments, net of capital trust cash
receipts for the 2004-2006 period.
Nuclear Fuel Forecasts
---------------------------------------------------- Net
New Investments Consumption Operating Lease Commitments
----------------------- ------------------------- -----------------------------
2004 2005-2006 Total 2004 2005-2006 Total 2004 2005-2006 Total
---- --------- ----- ---- --------- ----- ---- --------- -----
(In millions)
OE.................. $28 $20 $48 $25 $25 $50 $ 80 $163 $243
Penn................ 20 14 34 17 18 35 -- -- --
CEI................. 29 32 61 30 30 60 27 33 60
TE.................. 13 29 42 21 21 42 73 161 234
JCP&L............... -- -- -- -- -- -- 1 3 4
Met-Ed.............. -- -- -- -- -- -- 1 3 4
FES................. -- 138 138 -- 98 98 -- -- --
------ ----- ----- ----- ----- ----- -------- ------- -------
Total............... $90 $233 $323 $93 $192 $285 $182 $363 $545
Short-term borrowings outstanding as of December 31, 2003, consisted
of $372 million of bank borrowings (FirstEnergy-$280 million, OE-$22 million and
TE-$70 million), and $150 million of OES Capital, Incorporated commercial paper.
OES Capital is a wholly owned subsidiary of OE whose borrowings are secured by
customer accounts receivable. OES Capital can borrow up to $170 million under a
receivables financing agreement at rates based on certain bank commercial paper.
FirstEnergy had $516 million available under $1.25 billion of revolving lines of
credit as of December 31, 2003. FirstEnergy may borrow under its facility and
could transfer any of its borrowings to affiliated companies. OE had $477
million of unused bank facilities as of December 31, 2003. An additional source
of ongoing cash for FirstEnergy, as a holding company, is cash dividends from
its subsidiaries. In 2003, the holding company received $864 million of cash
dividends on common stock from its subsidiaries.
11
Based on their present plans, the Companies could provide for their
cash requirements in 2004 from the following sources: funds to be received from
operations; available cash and temporary cash investments as of December 31,
2003 (Company's nonutility subsidiaries-$85 million, OE-$2 million, CEI-$25
million, TE-$2 million); the issuance of long-term debt (for refunding
purposes); and funds available under revolving credit arrangements. Cash and
cash equivalents as of December 31, 2003 included $32 million received in
December 2003 which was included in the NRG settlement claim sold in January
2004.
The extent and type of future financings will depend on the need for
external funds as well as market conditions, the maintenance of an appropriate
capital structure and the ability of the Companies to comply with coverage
requirements in order to issue first mortgage bonds and preferred stock. The
Companies will continue to monitor financial market conditions and, where
appropriate, may take advantage of economic opportunities to refund debt and
preferred stock to the extent that their financial resources permit.
The coverage requirements contained in the first mortgage indentures
under which the Companies issue first mortgage bonds provide that, except for
certain refunding purposes, the Companies may not issue first mortgage bonds
unless applicable net earnings (before income taxes), calculated as provided in
the indentures, for any period of twelve consecutive months within the fifteen
calendar months preceding the month in which such additional bonds are issued,
are at least twice annual interest requirements on outstanding first mortgage
bonds, including those being issued. Under OE's first mortgage indenture, the
availability of property additions is more restrictive than the earnings test at
the present time and would limit the amount of first mortgage bonds issuable
against property additions to $238 million. OE is currently able to issue
approximately $1.4 billion principal amount of first mortgage bonds against
previously retired bonds without the need to meet the above restrictions. Under
Penn's first mortgage indenture, other requirements also apply and are more
restrictive than the earnings test at the present time. Penn is currently able
to issue $451 million principal amount of first mortgage bonds, with up to $237
million of such amount issuable against property additions; the remainder could
be issued against previously retired bonds. CEI can issue approximately $1.1
billion principal amount of first mortgage bonds against a combination of
previously retired bonds and property additions. TE cannot currently issue first
mortgage bonds. JCP&L, Met-Ed and Penelec are able to issue $126 million, $189
million and $23 million principal amount, respectively, of first mortgage bonds.
OE's, Penn's, TE's and JCP&L's respective articles of incorporation
prohibit the sale of preferred stock unless applicable gross income, calculated
as provided in the articles of incorporation, is equal to at least 1-1/2 times
the aggregate of the annual interest requirements on indebtedness and annual
dividend requirements on preferred stock outstanding immediately thereafter.
Based upon earnings for 2003 an assumed dividend rate of 7.38% (OE and Penn) and
7.25% (JCP&L), and no additional indebtedness, OE, Penn and JCP&L would be
permitted, under the earnings coverage test contained in their respective
charters, to issue at least $2.4 billion, $244 million and $189 million of
preferred stock, respectively; TE cannot currently issue preferred stock. There
are no restrictions on the ability of CEI, Met-Ed and Penelec to issue preferred
stock.
To the extent that coverage requirements or market conditions restrict
the Companies' abilities to issue desired amounts of first mortgage bonds or
preferred stock, the Companies may seek other methods of financing. Such
financings could include the sale of preferred and/or preference stock or of
such other types of securities as might be authorized by applicable regulatory
authorities which would not otherwise be sold and could result in annual
interest charges and/or dividend requirements in excess of those that would
otherwise be incurred.
Met-Ed Capital Trust and Penelec Capital Trust
In 1999, Met-Ed Capital Trust, a wholly owned subsidiary of Met-Ed,
issued $100 million of trust preferred securities (Met-Ed Trust Preferred
Securities) at 7.35%, due 2039. The sole assets of Met-Ed Capital Trust are the
7.35% Cumulative Preferred Securities of Met-Ed Capital II, L.P. (Met-Ed
Partnership Preferred Securities) and its only revenues are the quarterly cash
distributions it receives on the Met-Ed Partnership Preferred Securities. Each
Met-Ed Trust Preferred Security represents a Met-Ed Partnership Preferred
Security. Met-Ed Capital II, L.P. is a wholly-owned subsidiary of Met-Ed and the
sponsor of Met-Ed Capital Trust. The sole assets of Met-Ed Capital II, L.P. are
Met-Ed's 7.35% Subordinated Debentures, Series A, due 2039, which have an
aggregate principal amount of $103.1 million. Distributions were made on the
Trust Preferred Securities during 2003 in the aggregate amount of $7,350,000.
Expenses of Met-Ed Trust for 2003 were approximately $5,000, all of which were
paid by Met-Ed Preferred Capital II, Inc., the general partner of Met-Ed Capital
II, L.P. The Trust Preferred Securities are issued in book-entry form only so
that there is only one holder of record. Met-Ed has fully and unconditionally
guaranteed the Met-Ed Partnership Preferred Securities, and, therefore, the
Met-Ed Trust Preferred Securities.
In 1999, Penelec Capital Trust, a wholly owned subsidiary of Penelec,
issued $100 million of trust preferred securities (Penelec Trust Preferred
Securities) at 7.34%, due 2039. The sole assets of Penelec Capital Trust are the
12
7.34% Cumulative Preferred Securities of Penelec Capital II, L.P. (Penelec
Partnership Preferred Securities) and its only revenues are the quarterly cash
distributions it receives on the Penelec Partnership Preferred Securities. Each
Penelec Trust Preferred Security represents a Penelec Partnership Preferred
Security. Penelec Capital II, L.P. is a wholly-owned subsidiary of Penelec and
the sponsor of Penelec Capital Trust. The sole assets of Penelec Capital II,
L.P. are Penelec's 7.34% Subordinated Debentures, Series A, due 2039, which have
an aggregate principal amount of $103.1 million. Distributions were made on the
Trust Preferred Securities during 2003 in the aggregate amount of $7,340,000.
Expenses of Penelec Trust for 2003 were approximately $5,000, all of which were
paid by Penelec Preferred Capital II, Inc., the general partner of Penelec
Capital II, L.P. The Trust Preferred Securities are issued in book-entry form
only so that there is only one holder of record. Penelec has fully and
unconditionally guaranteed the Penelec Partnership Preferred Securities, and,
therefore, the Penelec Trust Preferred Securities.
Upon adoption of FIN 46R, "Consolidation of Variable Interest
Entities", the limited partnerships and statutory business trusts discussed
above are not consolidated on the financial statements of FirstEnergy, CEI,
Met-Ed and Penelec as of December 31, 2003.
Nuclear Regulation
The construction, operation and decommissioning of nuclear generating
units are subject to the regulatory jurisdiction of the Nuclear Regulatory
Commission (NRC) including the issuance by it of construction permits, operating
licenses, and possession only licenses for decommissioning reactors. The NRC's
procedures with respect to the amendment of nuclear reactor operating licenses
afford opportunities for interested parties to request adjudicatory hearings on
health, safety and environmental issues subject to meeting NRC "standing"
requirements. The NRC may require substantial changes in operation or the
installation of additional equipment to meet safety or environmental standards,
subject to the backfit rule requiring the NRC to justify such new requirements
as necessary for the overall protection of public health and safety. The
possibility also exists for modification, denial or revocation of licenses. As a
result of the merger with GPU, FirstEnergy now owns the Three Mile Island Unit 2
(TMI-2) and the Saxton Nuclear Experimental Facility. Both facilities are in
various stages of decommissioning. TMI-2 is in a post-defueling monitored
storage condition, with decommissioning planned in 2014. Saxton is in the final
stages of decommissioning, with license termination scheduled for the fourth
quarter of 2004 and its final site restoration is scheduled for the end of 2004.
Beaver Valley Unit 1 was placed in commercial operation in 1976, and its
operating license expires in 2016. Davis-Besse was placed in commercial
operation in 1977, and its operating license expires in 2017. Perry Unit 1 and
Beaver Valley Unit 2 were placed in commercial operation in 1987, and their
operating licenses expire in 2026 and 2027, respectively.
Davis-Besse, which is operated by FENOC, began its scheduled refueling
outage on February 16, 2002. The plant was originally scheduled to return to
service by the end of March 2002. During the refueling outage, visual and
ultrasonic testings were conducted on all 69 of the Control Rod Drive Mechanism
penetration nozzles. This testing was performed to check for the kind of
circular or circumferential cracking in these nozzles that had been found at
some other plants similar in design and vintage to Davis-Besse. Based on the
inspection and test results, five nozzles were scheduled for repair during the
refueling outage.
As repair work began on one of the nozzles, FENOC found corrosion in
the reactor vessel head near some of the penetration holes, created by boric
acid deposits from leaks in the nozzles. As a result, the NRC issued a
confirmatory action letter stating that restart of the plant would be subject to
prior NRC approval, and it established an Inspection Manual Chapter 0350
Oversight Panel to ensure close NRC oversight of Davis-Besse's corrective
actions.
In response to the reactor vessel head degradation, FENOC initiated a
number of root cause analyses and other assessments, and established a Return to
Service Plan to correct the causes and ensure a safe and reliable return to
service. The Return to Service Plan included actions to: replace the reactor
vessel head, inspect and correct other components in the containment that may
have been affected by boric acid, review important systems and programs to
ensure their readiness for restart, and improve management and human
performance. FENOC has completed all of the actions under the Return to Service
Plan and is currently implementing corrective actions and performing assessments
for operations issues identified in the late 2003 and early 2004.
On March 8, 2004, FENOC received NRC authorization to restart
Davis-Besse. FENOC formally requested startup authorization at the February 12,
2004, NRC 0350 panel meeting in Port Clinton, Ohio. The plant will be restarted
in a deliberate and controlled manner, with reactor operators incrementally
increasing reactor power, stopping at the 50-percent and 100-percent power
levels to test equipment and assess operational performance. Also, post-restart
assessments will be conducted two weeks and one month after the plant reaches
100-percent power. Operators expect to reach full power by mid-March.
The NRC granted restart authorization in an order containing several
commitments for Davis-Besse. Those requirements include ongoing independent
assessments of the site's operational performance, safety culture and safety
conscious work environment, and corrective action and engineering programs for
13
five years, as well as visual inspection of the reactor head and lower vessel
during the plant's mid-cycle outage, slated in about one year.
In 2002, FENOC spent approximately $115 million in additional
nuclear-related operation and maintenance costs, approximately $120 million in
replacement power costs and approximately $63 million in capital expenditures
related to the reactor head and restart. In 2003, FENOC spent approximately $93
million in additional nuclear-related operation and maintenance costs,
approximately $196 million in replacement power costs and approximately $21
million in capital expenditures related to the reactor head and restart. For
2004, FENOC expects to spend approximately $10 million in additional
nuclear-related operation and maintenance costs and approximately $15-20 million
in replacement power costs per month during the remaining period of the outage.
FENOC recently received a subpoena from a grand jury sitting in the
United States District Court for the Northern District of Ohio, Eastern Division
requesting the production of certain documents and records relating to the
inspection and maintenance of the reactor vessel head at the Davis-Besse plant.
We are unable to predict the outcome of this investigation. In addition, FENOC
remains subject to possible civil enforcement action by the NRC in connection
with the events leading to the Davis Besse outage. If it were ultimately
determined that FirstEnergy has legal liability or is otherwise made subject to
regulatory or civil enforcement action with respect to the Davis-Besse outage,
it could have a material adverse effect on FirstEnergy's financial condition and
results of operations.
The NRC has promulgated and continues to promulgate orders and
regulations related to the safe operation of nuclear power plants and standards
for decommissioning clean-up and final license termination. The Companies cannot
predict what additional orders and regulations (including post-September 11,
2001 security enhancements) may be promulgated, design changes required or the
effect that any such regulations or design changes or additional clean-up
standards for final site release, or the consideration thereof, may have upon
their nuclear plants. Although the Companies have no reason to anticipate an
accident at any of their nuclear plants, if such an accident did happen, it
could have a material but currently undeterminable adverse effect on
FirstEnergy's consolidated financial position. In addition, such an accident at
any operating nuclear plant, whether or not owned by the Companies, could result
in regulations or requirements that could affect the operation, licensing, or
decommissioning of plants that the Companies do own with a consequent but
currently undeterminable adverse impact, and could affect the Companies'
abilities to raise funds in the capital markets.
Nuclear Insurance
The Price-Anderson Act limits the public liability which can be
assessed with respect to a nuclear power plant to $10.9 billion (assuming 105
units licensed to operate) for a single nuclear incident, which amount is
covered by: (i) private insurance amounting to $300 million; and (ii) $10.6
billion provided by an industry retrospective rating plan required by the NRC
pursuant thereto. Under such retrospective rating plan, in the event of a
nuclear incident at any unit in the United States resulting in losses in excess
of private insurance, up to $100.6 million (but not more than $10 million per
unit per year in the event of more than one incident) must be contributed for
each nuclear unit licensed to operate in the country by the licensees thereof to
cover liabilities arising out of the incident. Based on their present nuclear
ownership and leasehold interests, the Companies' maximum potential assessment
under these provisions would be $402.4 million (OE-$107.5 million, Penn-$84.5
million, CEI-$121.4 million and TE-$89.0 million) per incident but not more than
$40.0 million (OE-$10.7 million, Penn-$8.4 million, CEI-$12.1 million and
TE-$8.8 million) in any one year for each incident.
In addition to the public liability insurance provided pursuant to the
Price-Anderson Act, the Companies have also obtained insurance coverage in
limited amounts for economic loss and property damage arising out of nuclear
incidents. The Companies are members of NEIL which provides coverage (NEIL I)
for the extra expense of replacement power incurred due to prolonged accidental
outages of nuclear units. Under NEIL I, the Companies have policies, renewable
yearly, corresponding to their respective nuclear interests, which provide an
aggregate indemnity of up to approximately $1.182 billion (OE-$315 million,
Penn-$222 million, CEI-$382 million and TE-$263 million) for replacement power
costs incurred during an outage after an initial 12-week waiting period. Members
of NEIL I pay annual premiums and are subject to assessments if losses exceed
the accumulated funds available to the insurer. The Companies' present maximum
aggregate assessment for incidents at any covered nuclear facility occurring
during a policy year would be approximately $8.6 million (OE-$2.3 million,
Penn-$1.6 million, CEI-$2.8 million and TE-$1.9 million).
The Companies are insured as to their respective nuclear interests
under property damage insurance provided by NEIL to the operating company for
each plant. Under these arrangements, $2.75 billion of coverage for
decontamination costs, decommissioning costs, debris removal and repair and/or
replacement of property is provided. The Companies pay annual premiums for this
coverage and are liable for retrospective assessments of up to approximately
$55.5 million (OE-$14.9 million, Penn-$10.2 million, CEI-$17.7 million, TE-$12.0
million, JCP&L-$0.2 million, Met-Ed-$0.3 million and Penelec-$0.2 million)
during a policy year.
The Companies intend to maintain insurance against nuclear risks as
described above as long as it is available. To the extent that replacement
power, property damage, decontamination, decommissioning, repair and replacement
costs and other such costs arising from a nuclear incident at any of the
14
Companies' plants exceed the policy limits of the insurance in effect with
respect to that plant, to the extent a nuclear incident is determined not to be
covered by the Companies' insurance policies, or to the extent such insurance
becomes unavailable in the future, the Companies would remain at risk for such
costs.
The NRC requires nuclear power plant licensees to obtain minimum
property insurance coverage of $1.06 billion or the amount generally available
from private sources, whichever is less. The proceeds of this insurance are
required to be used first to ensure that the licensed reactor is in a safe and
stable condition and can be maintained in that condition so as to prevent any
significant risk to the public health and safety. Within 30 days of
stabilization, the licensee is required to prepare and submit to the NRC a
cleanup plan for approval. The plan is required to identify all cleanup
operations necessary to decontaminate the reactor sufficiently to permit the
resumption of operations or to commence decommissioning. Any property insurance
proceeds not already expended to place the reactor in a safe and stable
condition must be used first to complete those decontamination operations that
are ordered by the NRC. The Companies are unable to predict what effect these
requirements may have on the availability of insurance proceeds to the Companies
for the Companies' bondholders.
Environmental Matters
Various federal, state and local authorities regulate the Companies
with regard to air and water quality and other environmental matters. The
effects of compliance on the Companies with regard to environmental matters
could have a material adverse effect on FirstEnergy's earnings and competitive
position. These environmental regulations affect FirstEnergy's earnings and
competitive position to the extent that its subsidiaries compete with companies
that are not subject to such regulations and therefore do not bear the risk of
costs associated with compliance, or failure to comply, with such regulations.
Overall, FirstEnergy believes its subsidiaries are in material compliance with
existing regulations but is unable to predict future change in regulatory
policies and what, if any, the effects of such change would be. FirstEnergy
estimates additional capital expenditures for environmental compliance of
approximately $91 million for 2004 through 2006, which is included in the $2.3
billion of forecasted capital expenditures for 2004 through 2006. Additional
estimated capital expenditures of $481 million relating to proposed
environmental laws could be required after 2006.
Clean Air Act Compliance
FirstEnergy is required to meet federally approved sulfur dioxide
(SO2) regulations. Violations of such regulations can result in shutdown of the
generating unit involved and/or civil or criminal penalties of up to $31,500 for
each day the unit is in violation. The Environmental Protection Agency (EPA) has
an interim enforcement policy for SO2 regulations in Ohio that allows for
compliance based on a 30-day averaging period. The Companies cannot predict what
action the EPA may take in the future with respect to the interim enforcement
policy.
FirstEnergy is complying with SO2 reduction requirements under the
Clean Air Act Amendments of 1990 by burning lower-sulfur fuel, generating more
electricity from lower-emitting plants, and/or using emission allowances. NOx
reductions required by the 1990 Amendments are being achieved through combustion
controls and the generation of more electricity at lower-emitting plants. In
September 1998, the EPA finalized regulations requiring additional NOx
reductions from the Companies' Ohio and Pennsylvania facilities. The EPA's NOx
Transport Rule imposes uniform reductions of NOx emissions (an approximate 85%
reduction in utility plant NOx emissions from projected 2007 emissions) across a
region of nineteen states (including Michigan, New Jersey, Ohio and
Pennsylvania) and the District of Columbia based on a conclusion that such NOx
emissions are contributing significantly to ozone pollution in the eastern
United States. State Implementation Plans (SIP) must comply by May 31, 2004 with
individual state NOx budgets established by the EPA. New Jersey and Pennsylvania
submitted a SIP that required compliance with the NOx budgets at the Companies'
New Jersey and Pennsylvania facilities by May 1, 2003. The Companies' New Jersey
and Pennsylvania facilities complied with the NOx budgets in 2003 and all
facilities will comply with the NOx budgets in 2004 and thereafter. Michigan and
Ohio submitted a SIP that requires compliance with the NOx budgets at the
Companies' Michigan and Ohio facilities by May 31, 2004.
National Ambient Air Quality Standards
In July 1997, the EPA promulgated changes in the National Ambient Air
Quality Standard (NAAQS) for ozone and proposed a new NAAQS for fine particulate
matter. On December 17, 2003, the EPA proposed the "Interstate Air Quality Rule"
covering a total of 29 states (including New Jersey, Ohio and Pennsylvania) and
the District of Columbia based on proposed findings that air pollution emissions
from 29 eastern states and the District of Columbia significantly contribute to
nonattainment of the NAAQS for fine particles and/or the "8-hour" ozone NAAQS in
other states. The EPA has proposed the Interstate Air Quality Rule to
"cap-and-trade" NOx and SO2 emissions in two phases (Phase I in 2010 and Phase
II in 2015). According to the EPA, SO2 emissions would be reduced by
approximately 3.6 million tons in 2010, across states covered by the rule, with
reductions ultimately reaching more than 5.5 million tons annually. NOx emission
reductions would measure about 1.5 million tons in 2010 and 1.8 million tons in
2015. The future cost of compliance with these proposed regulations may be
substantial and will depend on whether and how they are ultimately implemented
by the states in which the Companies operate affected facilities.
15
Mercury Emissions
In December 2000, the EPA announced it would proceed with the
development of regulations regarding hazardous air pollutants from electric
power plants, identifying mercury as the hazardous air pollutant of greatest
concern. On December 15, 2003, the EPA proposed two different approaches to
reduce mercury emissions from coal-fired power plants. The first approach would
require plants to install controls known as "maximum achievable control
technologies" (MACT) based on the type of coal burned. According to the EPA, if
implemented, the MACT proposal would reduce nationwide mercury emissions from
coal-fired power plants by fourteen tons to approximately thirty-four tons per
year. The second approach proposes a cap-and-trade program that would reduce
mercury emissions in two distinct phases. Initially, mercury emissions would be
reduced by 2010 as a "co-benefits" from implementation of SO2 and NOx emission
caps under the EPA's proposed Interstate Air Quality Rule. Phase II of the
mercury cap-and-trade program would be implemented in 2018 to cap nationwide
mercury emissions from coal-fired power plants at fifteen tons per year. The EPA
has agreed to choose between these two options and issue a final rule by
December 15, 2004. The future cost of compliance with these regulations may be
substantial.
W. H. Sammis Plant
In 1999 and 2000, the EPA issued Notices of Violation (NOV) or a
Compliance Order to nine utilities covering 44 power plants, including the W. H.
Sammis Plant. In addition, the U.S. Department of Justice filed eight civil
complaints against various investor-owned utilities, which included a complaint
against OE and Penn in the U.S. District Court for the Southern District of
Ohio. The NOV and complaint allege violations of the Clean Air Act based on
operation and maintenance of the W. H. Sammis Plant dating back to 1984. The
complaint requests permanent injunctive relief to require the installation of
"best available control technology" and civil penalties of up to $27,500 per day
of violation. On August 7, 2003, the United States District Court for the
Southern District of Ohio ruled that 11 projects undertaken at the W. H. Sammis
Plant between 1984 and 1998 required pre-construction permits under the Clean
Air Act. The ruling concludes the liability phase of the case, which deals with
applicability of Prevention of Significant Deterioration provisions of the Clean
Air Act. The remedy phase, which is currently scheduled to be ready for trial
beginning July 19, 2004, will address civil penalties and what, if any, actions
should be taken to further reduce emissions at the plant. In the ruling, the
Court indicated that the remedies it "may consider and impose involved a much
broader, equitable analysis, requiring the Court to consider air quality, public
health, economic impact, and employment consequences. The Court may also
consider the less than consistent efforts of the EPA to apply and further
enforce the Clean Air Act." The potential penalties that may be imposed, as well
as the capital expenditures necessary to comply with substantive remedial
measures that may be required, could have a material adverse impact on
FirstEnergy's financial condition and results of operations. Management is
unable to predict the ultimate outcome of this matter and no liability has been
accrued as of December 31, 2003.
Climate Change
In December 1997, delegates to the United Nations' climate summit in
Japan adopted an agreement, the Kyoto Protocol (Protocol), to address global
warming by reducing the amount of man-made greenhouse gases emitted by developed
countries by 5.2% from 1990 levels between 2008 and 2012. The United States
signed the Protocol in 1998 but it failed to receive the two-thirds vote of the
U.S. Senate required for ratification. However, the Bush administration has
committed the United States to a voluntary climate change strategy to reduce
domestic greenhouse gas intensity - the ratio of emissions to economic output -
by 18% through 2012.
We cannot currently estimate the financial impact of climate change
policies although the potential restrictions on carbon dioxide (CO2) emissions
could require significant capital and other expenditures. However, the CO2
emissions per kilowatt-hour of electricity generated by the Companies is lower
than many regional competitors due to the Companies' diversified generation
sources which includes low or non-CO2 emitting gas-fired and nuclear generators.
Regulation of Hazardous Waste
As a result of the Resource Conservation and Recovery Act of 1976, as
amended, and the Toxic Substances Control Act of 1976, federal and state
hazardous waste regulations have been promulgated. Certain fossil-fuel
combustion waste products, such as coal ash, were exempted from hazardous waste
disposal requirements pending the EPA's evaluation of the need for future
regulation. The EPA subsequently determined that regulation of coal ash as a
hazardous waste is unnecessary. In April 2000, the EPA announced that it will
develop national standards regulating disposal of coal ash under its authority
to regulate nonhazardous waste.
The Companies have been named as "potentially responsible parties"
(PRPs) at waste disposal sites which may require cleanup under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980. Allegations of
disposal of hazardous substances at historical sites and the liability involved
16
are often unsubstantiated and subject to dispute; however, federal law provides
that all PRPs for a particular site be held liable on a joint and several basis.
Therefore, environmental liabilities that are considered probable have been
recognized on the Consolidated Balance Sheet as of December 31, 2003, based on
estimates of the total costs of cleanup, the Companies' proportionate
responsibility for such costs and the financial ability of other nonaffiliated
entities to pay. In addition, JCP&L has accrued liabilities for environmental
remediation of former manufactured gas plants in New Jersey; those costs are
being recovered by JCP&L through a non-bypassable societal benefits charge. The
Companies have total accrued liabilities aggregating approximately $65 million
as of December 31, 2003.
Clean Water Act
Various water quality regulations, the majority of which are the
result of the federal Clean Water Act and its amendments, apply to the
Companies' plants. In addition, Ohio, New Jersey and Pennsylvania have water
quality standards applicable to the Companies' operations. As provided in the
Clean Water Act, authority to grant federal National Pollutant Discharge
Elimination System water discharge permits can be assumed by a state. Ohio, New
Jersey and Pennsylvania have assumed such authority.
Summary
Environmental controls are still developing and require, in many
instances, balancing the needs for additional quantities of energy in future
years and the need to protect the environment. As a result, the Companies cannot
now estimate the precise effect of existing and potential regulations and
legislation upon any of their existing and proposed facilities and operations or
upon their ability to issue additional first mortgage bonds under their
respective mortgages. These mortgages contain covenants by the Companies to
observe and conform to all valid governmental requirements at the time
applicable unless in course of contest, and provisions which, in effect, prevent
the issuance of additional bonds if there is a completed default under the
mortgage. The provisions of each of the mortgages, in effect, also require, in
the opinion of counsel for the respective Companies, that certification of
property additions as the basis for the issuance of bonds or other action under
the mortgages be accompanied by an opinion of counsel that the company
certifying such property additions has all governmental permissions at the time
necessary for its then current ownership and operation of such property
additions. The Companies intend to contest any requirements they deem
unreasonable or impossible for compliance or otherwise contrary to the public
interest. Developments in these and other areas of regulation may require the
Companies to modify, supplement or replace equipment and facilities, and may
delay or impede the construction and operation of new facilities, at costs which
could be substantial.
Fuel Supply
FirstEnergy currently has long-term coal contracts to provide
approximately 17.4 million tons for the year 2004. The contracts are shared
among the Companies based on various economic considerations. This contract coal
is produced primarily from mines located in Pennsylvania, Kentucky, Wyoming and
West Virginia. The contracts expire at various times through December 31, 2021.
The Companies estimate their 2004 coal requirements to be
approximately 18.7 million tons (OE - 6.4 million, Penn - 7.4 million, CEI - 3.6
million, and TE - 1.3 million) to be met from the long-term contracts discussed
above and spot market purchases. See "Environmental Matters" for factors
pertaining to meeting environmental regulations affecting coal-fired generating
units.
CEI, TE, OE and Penn have contracts for uranium material and
conversion services through 2007. One supplier of natural uranium provided
notice that it will not deliver under its contract for the year 2004. The
Companies will cover this quantity of natural uranium from other contracts or
other sources. The enrichment services are contracted for all of the enrichment
requirements for nuclear fuel through 2006. A portion of enrichment requirements
is also contracted through 2011. Fabrication services for fuel assemblies are
contracted for the next three reloads for Beaver Valley Unit 1, the next two
reloads for Beaver Valley Unit 2 (through approximately 2007 and 2006,
respectively), the next reload for Davis-Besse (through approximately 2006) and
through the operating license period for Perry (through approximately 2026).
Davis-Besse fabrication contract also has an extension provision for services
through about 2008. In addition to the existing commitments, the Companies
intend to make additional arrangements for the supply of uranium and for the
subsequent conversion, enrichment, fabrication, and waste disposal services.
On-site spent fuel storage facilities are expected to be adequate for
Perry through 2011; facilities at Beaver Valley Units 1 and 2 are expected to be
adequate through 2015 and 2008, respectively. With the plant modifications
completed in 2002, Davis-Besse has adequate storage through the remainder of its
operating license period. After current on-site storage capacity is exhausted,
additional storage capacity will have to be obtained either through plant
modifications, interim off-site disposal, or permanent waste disposal
facilities. The Federal Nuclear Waste Policy Act of 1982 provides for the
construction of facilities for the permanent disposal of high-level nuclear
wastes, including spent fuel from nuclear power plants operated by electric
utilities. CEI, TE, OE and Penn have contracts with the U.S. Department of
Energy (DOE) for the disposal of spent fuel for Beaver Valley, Davis-Besse and
Perry. On February 15, 2002, President Bush approved the DOE's recommendation of
Yucca Mountain for underground disposal of spent nuclear fuel from nuclear power
plants and high level waste from U.S. defense programs. The approval by
17
President Bush enables the process to proceed to the licensing phase. Based on
the DOE schedule published in the July 1999 Draft Environmental Impact
Statement, the Yucca Mountain Repository is currently projected to start
receiving spent fuel in 2010. The Companies intend to make additional
arrangements for storage capacity as a contingency for further delays with the
DOE acceptance of spent fuel for disposal past 2010.
System Capacity and Reserves
The 2003 net maximum hourly demand for each of the Companies was:
OE-6,097 MW (including an additional 272 MW of firm power sales under a contract
which extends through 2005) on August 21, 2003; Penn-952 MW (including an
additional 63 MW of firm power sales under a contract which extends through
2005) on August 14, 2003; CEI-4,160 MW on June 26, 2003; TE-2,037 MW on August
25, 2003; JCP&L-5,645 MW on June 26, 2003; Met-Ed-2,506 MW on August 21, 2003;
and Penelec-2,661 MW on January 23, 2003. JCP&L's load was auctioned off in the
New Jersey BGS Auction, transferring the full 5,100 MW load obligation to other
parties for the period through July 31, 2004. FES participated in the auction
and won a segment of that load.
Based on existing capacity plans, ongoing arrangements for firm
purchase contracts, and anticipated term power sales and purchases, FirstEnergy
has sufficient supply resources to meet load obligations. The current
FirstEnergy capacity portfolio contains 13,387 MW of owned generation and
approximately 1,600 MW of long-term purchases from non-utility generators.
The Companies' sources of generation during 2003 were:
Coal Nuclear
---- -------
OE.................... 76.5% 23.5%
Penn.................. 42.0% 58.0%
CEI................... 69.3% 30.7%
TE.................... 64.0% 36.0%
Total FirstEnergy..... 68.4% 31.6%
Any remaining load obligations will be met through a mix of multi-year
forward purchases, short-term forward purchases (less than one year) and spot
market purchases.
Regional Reliability
The Companies participate with 24 other electric companies operating
in nine states in ECAR, which was organized for the purpose of furthering the
reliability of bulk power supply in the area through coordination of the
planning and operation by the ECAR members of their bulk power supply
facilities. The ECAR members have established principles and procedures
regarding matters affecting the reliability of the bulk power supply within the
ECAR region. Procedures have been adopted regarding: i) the evaluation and
simulated testing of systems' performance; ii) the establishment of minimum
levels of daily operating reserves; iii) the development of a program regarding
emergency procedures during conditions of declining system frequency; and iv)
the basis for uniform rating of generating equipment.
Following the FirstEnergy/GPU merger, the transmission facilities of
JCP&L, Met-Ed and Penelec continue to be operated by PJM. PJM is the
organization responsible for the operation and control of the bulk electric
power system throughout major portions of five Mid-Atlantic states and the
District of Columbia. PJM is dedicated to meeting the reliability criteria and
standards of the North American Electric Reliability Council and the
Mid-Atlantic Area Council.
Competition
The Companies traditionally competed with other utilities for
intersystem bulk power sales and for sales to municipalities and cooperatives.
The Companies compete with suppliers of natural gas and other forms of energy in
connection with their industrial and commercial sales and in the home climate
control market, both with respect to new customers and conversions, and with all
other suppliers of electricity. To date, there has been no substantial
cogeneration by the Companies' customers.
18
As a result of the actions taken by state legislative bodies over the
last few years, major changes in the electric utility business are occurring in
parts of the United States, including Ohio, New Jersey and Pennsylvania where
FirstEnergy's utility subsidiaries operate. These changes have resulted in
fundamental alterations in the way traditional integrated utilities and holding
company systems, like FirstEnergy, conduct their business. In accordance with
the Ohio electric utility restructuring law under which Ohio electric customers
could begin choosing their electric generation suppliers starting in January
2001, FirstEnergy has further aligned its business units to accommodate its
retail strategy and participate in the competitive electricity marketplace in
Ohio. The organizational changes deal with the unbundling of electric utility
services and new ways of conducting business.
Sales of electricity in deregulated markets are diversifying
FirstEnergy's revenue sources through our competitive subsidiaries in areas
outside of the Companies' franchise areas. This strategy has positioned
FirstEnergy to compete in the northeast and mid-Atlantic region of the United
States - the area targeted by FirstEnergy for growth. FirstEnergy's competitive
segment participates in deregulated energy markets in Ohio, Pennsylvania, New
Jersey and Michigan. Currently, FES is providing electric generation service to
customers within those states. As additional states within the northeast and
mid-Atlantic region of the United States become deregulated, FES is preparing to
enter these markets.
Competition in Ohio's electric generation began on January 1, 2001.
FirstEnergy moved the operation of the generation portion of its business to its
competitive business unit as reflected in its approved Ohio transition plan. The
Companies continue to provide generation services to regulated franchise
customers who have not chosen an alternative, competitive generation supplier,
except in New Jersey where JCP&L's obligation to provide BGS has been removed
through a transitional mechanism of auctioning the obligation (see "NJBPU Rate
Matters"). In September 2002, Met-Ed and Penelec assigned their PLR
responsibility to FES through a wholesale power sale agreement. Under the terms
of the wholesale agreement, FES assumed the supply obligation and the supply
profit and loss risk, for the portion of power supply requirements not
self-supplied by Met-Ed and Penelec. The agreement will be automatically
extended on an annual basis unless any party elects to cancel the agreement by
November 1 of the preceding year (see "PPUC Rate Matters" for further
discussion). The Ohio Companies and Penn obtain their generation through power
supply agreements with FES. In addition to electric generation, FES is also
competing in deregulated natural gas markets as well as offering other
energy-related products and services.
Research and Development
The Companies participate in funding the Electric Power Research
Institute (EPRI), which was formed for the purpose of expanding electric
research and development under the voluntary sponsorship of the nation's
electric utility industry - public, private and cooperative. Its goal is to
mutually benefit utilities and their customers by promoting the development of
new and improved technologies to help the utility industry meet present and
future electric energy needs in environmentally and economically acceptable
ways. EPRI conducts research on all aspects of electric power production and
use, including fuels, generation, delivery, energy management and conservation,
environmental effects and energy analysis. The major portion of EPRI research
and development projects is directed toward practical solutions and their
applications to problems currently facing the electric utility industry. In
2003, approximately 45% of the Companies' research and development expenditures
were related to EPRI.
19
Executive Officers
The executive officers are elected at the annual organization meeting
of the Board of Directors, held immediately after the annual meeting of
stockholders, and hold office until the next such organization meeting, unless
the Board of Directors shall otherwise determine, or unless a resignation is
submitted.
Position Held During
Name Age Past Five Years Dates
------------------ --- ------------------------------------------------------------- -------------
A. J. Alexander** 52 President and Chief Executive Officer 2004-present
President and Chief Operating Officer 2001-2004
President 2000-2001
Executive Vice President and General Counsel *-2000
L. M. Cavalier 52 Vice President - Human Resources 2001-present
President - Eastern Region *-2001
M. T. Clark 53 Senior Vice President - Strategic Planning and Operations 2004-present
Vice President - Business Development 2000-2004
Managing Director - Business Development *-2000
D. S. Elliott 49 Senior Vice President - FirstEnergy Solutions 2001-present
Vice President *-2001
C. E. Jones 48 Senior Vice President 2003-present
Vice President - Regional Operations 2001-2003
President - Northern Region *-2001
K. J. Keough 44 Senior Vice President 2001-present
Vice President - Business Planning & Ventures 1999-2001
Partner - McKinsey & Company *-1999
G. R. Leidich 53 President and Chief Nuclear Officer - FENOC 2003-present
Executive Vice President - FENOC 2002-2003
Executive Vice President - Institute of Nuclear Power Operations *-2002
R. H. Marsh 53 Senior Vice President and Chief Financial Officer 2001-present
Vice President and Chief Financial Officer *-2001
S. E. Morgan 53 President - JCP&L 2003-present
Vice President - Energy Delivery 2002-2003
President - Central Region *-2002
G. L. Pipitone 53 Senior Vice President - Commodity Operations 2001-present
Vice President *-2001
D. R. Schneider 42 Vice President - Fossil Operations 2001-present
Plant Manager *-2001
C. B. Snyder 58 Senior Vice President 2001-present
Executive Vice President - Corporate Affairs - GPU *-2001
L. L. Vespoli 44 Senior Vice President and General Counsel 2001-present
Vice President and General Counsel 2000-2001
Associate General Counsel *-2000
H. L. Wagner 51 Vice President, Controller and Chief Accounting Officer 2001-present
Controller and Chief Accounting Officer *-2001
T. M. Welsh 54 Senior Vice President 2004-present
Vice President - Communications 2001-2004
Manager - Communications Services *-2001
Mrs. Vespoli and Messrs. Alexander, Marsh and Wagner are the executive officers,
as noted above, of OE, Penn, CEI, TE, Met-Ed and Penelec. Mrs. Vespoli and
Messrs. Marsh, Morgan and Wagner are the executive officers of JCP&L.
* Indicates position held at least since January 1, 1999.
** Mr. Alexander was elected "Acting Chief Executive Officer" on December 22,
2003 when H. Peter Burg, the Chairman and Chief Executive Officer, began a
medical leave of absence. Mr. Alexander was elected Chief Executive Officer
effective January 20, 2004, succeeding Mr. Burg, who passed away on January
13, 2004.
As of January 1, 2004, FirstEnergy's nonutility subsidiaries and the
Companies had a total of 15,905 employees located in the United States as
follows: FirstEnergy-2,677, OE-1,320, CEI-949, TE-446, Penn-201, JCP&L-1,557,
Met-Ed-659, Penelec-887, ATSI-31, FES-2,078, FENOC-2,954, FSG-2,042, and First
Communications - 104.
20
FirstEnergy Website
Each of the registrant's annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed
with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 are also made available free of charge on or
through FirstEnergy's internet website at www.firstenergycorp.com. These reports
are posted on the website as soon as reasonably practicable after they are
electronically filed with the SEC.
ITEM 2. PROPERTIES
The Companies' respective first mortgage indentures constitute, in the
opinion of the Companies' counsel, direct first liens on substantially all of
the respective Companies' physical property, subject only to excepted
encumbrances, as defined in the indentures. See "Leases" and "Capitalization"
notes to the respective financial statements for information concerning leases
and financing encumbrances affecting certain of the Companies' properties.
The Companies own, individually or together as tenants in common,
and/or lease, the generating units in service as of March 1, 2004, shown on the
table below.
Net
Demonstrated
Capacity (MW)
--------------- OE Penn CEI TE JCP&L Met-Ed FES
----------- --------- ---------- ----------- ---------- ------- ---------
Unit Total % MW % MW % MW % MW % MW % MW % MW
---- ----- - -- - -- - -- - -- - -- - -- - --
Plant - Location
----------------
Coal-Fired Units
----------------
Ashtabula-........ 5 244 -- -- -- -- 100.00% 244 -- -- -- -- -- -- -- --
Ashtabula, OH
Bay Shore-........ 1-4 631 -- -- -- -- -- -- 100.00% 631 -- -- -- -- -- --
Toledo, OH
R. E. Burger-..... 3-5 406 100.00% 406 -- -- -- -- -- -- -- -- -- -- -- --
Shadyside, OH
Eastlake-Eastlake, OH 1-5 1,233 -- -- -- -- 100.00% 1,233 -- -- -- -- -- -- -- --
Lakeshore-........ 18 245 -- -- -- -- 100.00% 245 -- -- -- -- -- -- -- --
Cleveland, OH
Bruce Mansfield-.. 1 780 60.00% 468 33.50% 261 6.50% 51 -- -- -- -- -- -- -- --
Shippingport, PA 2 780 43.06% 336 9.36% 73 30.28%(a) 236 17.30%(a) 135 -- -- -- -- -- --
3 800 49.34% 395 6.28% 50 24.47% 196 19.91% 159 -- -- -- -- -- --
W. H. Sammis-..... 1-6 1,620 100.00% 1,620 -- -- -- -- -- -- -- -- -- -- -- --
Stratton, OH... 7 600 48.00% 288 20.80% 125 31.20% 187 -- -- -- -- -- -- -- --
------ ----- ---- ----- ----- --- ----- -----
Total........ 7,339 3,513 509 2,392 925 -- -- --
------ ----- ---- ------ ----- --- ----- -----
Nuclear Units
-------------
Beaver Valley-.... 1 821 35.00% 287 65.00% 534 -- -- -- -- -- -- -- -- -- --
Shippingport, PA 2 831 41.88%(b) 348 13.74% 114 24.47% 203 19.91%(c) 166 -- -- -- -- -- --
Davis-Besse-...... 1 883 -- -- -- -- 51.38% 454 48.62% 429 -- -- -- -- -- --
Oak Harbor, OH
Perry-............ 1 1,260 30.00%(b) 378 5.24% 66 44.85% 565 19.91% 251 -- -- -- -- -- --
N. Perry Village, OH
------ ----- ----- ----- ----- ---- ---- -----
Total........ 3,795 1,013 714 1,222 846 -- -- --
------ ----- ----- ----- ----- ---- ---- -----
Oil/Gas-Fired/
Pumped Storage Units
--------------------
Richland-Defiance, OH 1-3 42 -- -- -- -- -- -- 100.00% 42 -- -- -- -- -- --
4-6 390 -- -- -- -- -- -- -- -- -- -- -- -- 100.00% 390
Seneca-Warren, PA. 1-3 435 -- -- -- -- 100.00% 435 -- -- -- -- -- -- -- --
Sumpter-Sumpter Twp., MI 1-4 340 -- -- -- -- -- -- -- -- -- -- -- -- 100.00% 340
West Lorain....... 1-1 120 100.00% 120 -- -- -- -- -- -- -- -- -- -- -- --
Lorain, OH..... 2-6 425 -- -- -- -- -- -- -- -- -- -- -- -- 100.00% 425
Yard's Creek-Blairstown
Twp., NJ....... 1-3 200 -- -- -- -- -- -- -- -- 50% 200 -- -- -- --
Other............. 301 109 19 33 35 86 19
------ ----- ----- ----- ---- ---- ---- -----
Total........ 2,253 229 19 468 77 286 19 1,155
------- ----- ----- ----- ----- ---- ---- -----
13,387 4,755 1,242 4,082 1,848 286 19 1,155
Total........ ====== ===== ===== ===== ===== -=== ==== =====
Notes: (a) CEI's interests consist of 1.68% owned and 28.60% leased and TE's interests are leased.
(b) OE's interests consist of 20.22% owned and 21.66% leased for Beaver Valley Unit 2; and 17.42% owned (representing
portion leased from a wholly owned subsidiary of OE) and 12.58% leased for Perry.
(c) TE's interests consist of 1.65% owned and 18.26% leased.
Prolonged outages of existing generating units might make it necessary
for the Companies, depending upon the demand for electric service upon their
system, to use to a greater extent than otherwise, less efficient and less
economic generating units, or purchased power, and in some cases may require the
reduction of load during peak periods under the Companies' interruptible
programs, all to an extent not presently determinable.
The Companies' generating plants and load centers are connected by a
transmission system consisting of elements having various voltage ratings
ranging from 23 kV to 345 kV. The Companies' overhead and underground
transmission lines aggregate 14,944 pole miles.
21
The Companies' electric distribution systems include 112,709 miles of
overhead pole line and underground conduit carrying primary, secondary and
street lighting circuits. They own substations with a total installed
transformer capacity of 91,822,000 kilovolt-amperes.
The transmission facilities that are owned and operated by ATSI also
interconnect with those of AEP, DPL, Duquesne, Allegheny, MEC and Penelec. The
transmission facilities of JCP&L, Met-Ed and Penelec are physically
interconnected and are operated on an integrated basis as part of the PJM RTO.
FirstEnergy's distribution and transmission systems as of December
31, 2003, consist of the following:
Substation
Distribution Transmission Transformer
Lines Lines Capacity
------------ ------------ ------------
(Miles) (kV-amperes)
OE.................... 29,064 550 9,679,000
Penn.................. 5,548 44 1,777,000
CEI................... 24,729 2,144 9,937,000
TE.................... 1,445 223 3,586,000
JCP&L................. 18,219 2,106 21,154,000
Met-Ed................ 14,235 1,407 9,985,000
Penelec............... 19,469 2,690 13,182,000
ATSI.................. -- 5,780 22,522,000
------- ------ ----------
Total................. 112,709 14,944 91,822,000
FirstEnergy's subsidiary, MARBEL Energy, holds a 50% ownership
interest in Great Lakes Energy Partners, LLC, an oil and natural gas exploration
and production venture. The joint venture in Great Lakes includes interests in
more than 7,700 oil and natural gas wells, drilling rights to nearly one million
acres, proved reserves of 450 billion cubic feet equivalent of natural gas and
oil and 5,000 miles of pipelines in the Appalachian Basin.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Note 7, Commitments, Guarantees and
Contingencies, of the Notes to Consolidated Financial Statements contained in
Item 8 for a description of certain legal proceedings involving FirstEnergy, OE,
CEI, TE, Penn, JCP&L, Met-Ed and Penelec.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item for FirstEnergy is included on
page 5 of FirstEnergy's 2003 Annual Report to Stockholders (Exhibit 13). The
information required for OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec is not
applicable because they are wholly owned subsidiaries.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required for items 6 through 8 is incorporated herein
by reference to Selected Financial Data, Management's Discussion and Analysis of
Results of Operations and Financial Condition, and Financial Statements included
on the pages shown in the following table in the respective company's 2003
Annual Report to Stockholders (Exhibit 13).
Item 6 Item 7 Item 7A Item 8
------ ------ ------- ------
FirstEnergy.............. 5 6-38 26-29 39-85
OE....................... 1 2-13 7 14-39
Penn..................... 1 2-10 6 11-30
CEI...................... 1 2-13 7 14-39
TE....................... 1 2-12 6-7 13-37
JCP&L.................... 1 2-12 6-7 13-33
Met-Ed................... 1 2-12 6-7 13-34
Penelec.................. 1 2-12 5-7 13-34
22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Each registrant's Chief Executive Officer and Chief Financial Officer
have reviewed and evaluated such registrant's disclosure controls and
procedures, as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e), as of the end date covered by this report. Based upon this
evaluation, the respective Chief Executive Officer and Chief Financial Officer
concluded that, except as described below, such registrant's disclosure controls
and procedures are effective.
During the fourth quarter of 2003, management identified expenses
recognized during the first three quarters of 2003 related to activities that
should have been recorded as capital expenditures as a result of untimely table
updates in the registrants' automated work management system and inconsistent
application of the allocation of costs to capital projects in the registrants'
work management system.
Management believes that this condition, which has been defined as a
material weakness, was attributable to employee training and process changes
that were not uniformly applied in connection with the registrants' recent
implementation of a new Enterprise Resource Planning system. As a result, the
quarterly financial results for JCP&L, Penelec and TE have been restated in each
registrant's respective annual reports.
As discussed below, management has corrected this condition by
strengthening the registrants' internal control procedures.
(b) Changes in Internal Controls
During the quarter ended December 31, 2003, management implemented the
following measures to correct the condition discussed above:
1. Increased training of field employees regarding the proper
accounting for capital and expense projects;
2. Established procedures to ensure that tables within the
registrants' automated work management system are updated on a
timely basis; and
3. Reconfigured the registrants' automated work management system to
identify the proper allocation of capital and expense projects.
Except for the changes noted above, there were no other changes in the
registrants' internal controls over the financial reporting that have materially
affected, or are reasonably likely to materially affect, the registrants'
internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
FirstEnergy
The information required by Item 10, with respect to Identification of
FirstEnergy's Directors and with respect to reports required to be filed under
Section 16 of the Securities Exchange Act of 1934, is incorporated herein by
reference to FirstEnergy's 2004 Proxy Statement filed with the SEC pursuant to
Regulation 14A and, with respect to Identification of Executive Officers, to
"Part I, Item 1. Business - Executive Officers" herein.
The Board of Directors has determined that Robert Loughhead, an
independent director, is the audit committee financial expert.
FirstEnergy makes available on its website at
http://www.firstenergycorp.com/ir its Corporate Governance Policies and the
charters for each of the following committees of the Board of Directors: Audit;
Corporate Governance; Compensation; Finance; and Nuclear. The Corporate
Governance Policies and Board committee charters are also available in print
upon written request to David Whitehead, Corporate Secretary, FirstEnergy Corp.,
76 South Main Street, Akron, OH 44308-1890.
FirstEnergy has adopted a Code of Business Conduct, which applies to
all employees, including the Chief Executive Officer, the Chief Financial
Officer and the Chief Accounting Officer. In addition, the Board of Directors
23
has its own Code of Business Conduct. These Codes can be found on our website
provided in the previous paragraph or upon written request to the Corporate
Secretary.
OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec
--------------------------------------------
A. J. Alexander, R. H. Marsh and L. L. Vespoli are the Directors of
OE, Penn, CEI, TE, Met-Ed and Penelec. Information concerning these individuals
is shown in the "Executive Officers" section of Item 1. S. E. Morgan, C. E.
Jones, L. L. Vespoli, B. S. Ewing, M. A. Julian, G. E. Persson and S. C. Van
Ness are the Directors of JCP&L.
Mr. Ewing has served as FirstEnergy Service Company's Vice President -
Energy Delivery since 2003. From 1999 to 2003, Mr. Ewing served as Director of
Operations Services - Northern Region.
Mr. Julian has served as FirstEnergy Service Company's Vice President
- Energy Delivery since 2003. From 2001 to 2003, Mr. Julian served as Director
of Energy Delivery Technical Services. He was Director of Operations Services -
Northern Region from 2000 to 2001 and Director of Operations Support Services -
Central Region from 1999-2000.
Mrs. Persson has served in the New Jersey Division of Consumer Affairs
Elder Fraud Investigation Unit since 1999. She previously served as liaison
(Special Assistant Director) between the New Jersey Division of Consumer Affairs
and various state boards. Prior to 1995, she was owner and President of Business
Dynamics Associates of Red Bank, NJ. Mrs. Persson is a member of the United
States Small Business Administration National Advisory Board, the New Jersey
Small Business Advisory Council, the Board of Advisors of Brookdale Community
College and the Board of Advisors of Georgian Court College.
Mr. Van Ness has been Of Counsel in the firm of Hubert, Van Ness,
Cayci and Goodell, LP of Princeton, NJ since 1998. Prior to that he was
affiliated with the law firm of Pico, Mack, Kennedy, Jaffe, Perrella and Yoskin
of Trenton, NJ since 1990. He is also a director of The Prudential Insurance
Company of America.
Information concerning the other Directors of JCP&L is shown in the
"Executive Officers" section of Item 1.
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
FirstEnergy, OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec -
-----------------------------------------------------------
The information required by Items 11, 12 and 13 is incorporated herein
by reference to FirstEnergy's 2004 Proxy Statement filed with the SEC pursuant
to Regulation 14A.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
A summary of the audit and audit-related fees rendered by
PricewaterhouseCoopers LLP for the years ended December 31, 2003 and 2002 are as
follows:
Audit Fees (1) Audit Related Fees (2)
-------------------- -----------------------
Company 2003 2002 2003 2002
---------------------- ------- -------- -------- ---------
(In thousands)
OE.................... $ 676 $ 427 $ 58 $ --
CEI................... 806 332 54 --
TE.................... 684 258 48 --
Penn.................. 230 168 18 --
JCP&L................. 402 310 28 --
Met-Ed................ 377 241 22 --
Penelec............... 275 241 22 --
Other subsidiaries.... 983 948 182 89
------- ------- -------- ---------
Total FirstEnergy $ 4,433 $ 2,925 $ 432 $ 89
======= ======= ======== =========
(1) Professional services rendered for the audits of FirstEnergy's annual
financial statements and reviews of financial statements included in
FirstEnergy's Quarterly Reports on Form 10-Q and for services in connection
with statutory and regulatory filings or engagements, including comfort
letters and consents for financings and filings made with the SEC.
24
(2) Assurance and related services principally related to: (i) audits of
employee benefit plans; (ii) consultation to ensure appropriate accounting
and reporting in connection with FIN 46 and the Ohio Rate Plan (OE, CEI and
TE); and (iii) assistance with Sarbanes-Oxley.
Tax Fees
The aggregate fees billed to FirstEnergy for the fiscal years ended
December 31, 2003 and December 31, 2002 for professional services rendered by
PricewaterhouseCoopers LLP for tax-related services were $0 and $263,673,
respectively.
All Other Fees
There were no additional fees billed by PricewaterhouseCoopers LLP for
the fiscal year ended December 31, 2003. The aggregate fees billed by
PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2002 for
services rendered to FirstEnergy other than the Audit Fees, Audit-Related Fees
and Tax Fees included above were $661,167. These fees principally related to
services provided prior to PricewaterhouseCoopers LLP being engaged as
FirstEnergy's independent auditor. PricewaterhouseCoopers LLP no longer provides
this type of service for FirstEnergy or any of its affiliates.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
Included in Part II of this report and incorporated herein by
reference to the respective company's 2003 Annual Report to Stockholders
(Exhibit 13 below) at the pages indicated.
First-
Energy OE Penn CEI TE JCP&L Met-Ed Penelec
------ -- ---- --- -- ----- ------ -------
Report of Independent Auditors.................................... 3-4 40-41 31-32 40 38 34-35 35-36 35-36
Statements of Income-Three Years Ended December 31, 2003.......... 39 14 11 14 13 13 13 13
Balance Sheets-December 31, 2003 and 2002......................... 40 15 12 15 14 14 14 14
Statements of Capitalization-December 31, 2003 and 2002........... 41-44 16-17 13 16-17 15-16 15 15 15
Statements of Common Stockholders' Equity-Three Years
Ended December 31, 2003........................................ 45 18 14 18 17 16 16 16
Statements of Preferred Stock-Three Years Ended December 31, 2003. 46 18 14 18 17 16 16 16
Statements of Cash Flows-Three Years Ended December 31, 2003...... 47 19 15 19 18 17 17 17
Statements of Taxes-Three Years Ended December 31, 2003........... 48 20 16 20 19 18 18 18
Notes to Financial Statements..................................... 49-85 21-39 17-30 21-39 20-37 19-33 19-34 19-34
25
2. Financial Statement Schedules
Included in Part IV of this report:
First-
Energy OE Penn CEI TE JCP&L Met-Ed Penelec
------ -- ---- --- -- ----- ------ -------
Report of Independent Auditors.......................... 59-60 61-62 65-66 63 64 67-68 69-70 71-72
Schedule - Three Years Ended December 31, 2003:
II - Consolidated Valuation and Qualifying Accounts..... 73 74 77 75 76 78 79 80
Schedules other than the schedule listed above are omitted for the
reason that they are not required or are not applicable, or the required
information is shown in the financial statements or notes thereto.
3. Exhibits - FirstEnergy
Exhibit
Number
-------
3-1 -- Articles of Incorporation constituting FirstEnergy Corp.'s
Articles of Incorporation, dated September 17, 1996.
(September 17, 1996 Form 8-K, Exhibit C)
3-1(a) -- Amended Articles of Incorporation of FirstEnergy Corp.
(Registration No. 333-21011, Exhibit (3)-1)
3-2 -- Regulations of FirstEnergy Corp. (September 17, 1996 Form 8-K,
Exhibit D)
3-2(a) -- FirstEnergy Corp. Amended Code of Regulations. (Registration
No. 333-21011, Exhibit (3)-2)
4-1 -- Rights Agreement (December 1, 1997 Form 8-K, Exhibit 4.1)
4-2 -- FirstEnergy Corp. to The Bank of New York, Supplemental
Indenture, dated November 7, 2001. (2001 Form 10-K,
Exhibit 4-2)
10-1 -- FirstEnergy Corp. Executive and Director Incentive Compensation
Plan, revised November 15, 1999. (1999 Form 10-K, Exhibit 10-1)
10-2 -- Amended FirstEnergy Corp. Deferred Compensation Plan for
Directors, revised November 15, 1999. (1999 Form 10-K,
Exhibit 10-2)
10-3 -- Employment, severance and change of control agreement between
FirstEnergy Corp. and executive officers. (1999 Form 10-K,
Exhibit 10-3)
10-4 -- FirstEnergy Corp. Supplemental Executive Retirement Plan,
amended January 1, 1999. (1999 Form 10-K, Exhibit 10-4)
10-5 -- FirstEnergy Corp. Executive Incentive Compensation Plan. (1999
Form 10-K, Exhibit 10-5)
10-6 -- Restricted stock agreement between FirstEnergy Corp. and
A. J. Alexander. (1999 Form 10-K, Exhibit 10-6)
10-7 -- FirstEnergy Corp. Executive and Director Incentive Compensation
Plan. (1998 Form 10-K, Exhibit 10-1)
10-8 -- Amended FirstEnergy Corp. Deferred Compensation Plan for
Directors, amended February 15, 1999. (1998 Form 10-K,
Exhibit 10-2)
10-9 -- Restricted stock agreement between FirstEnergy Corp. and .
A. J. Alexander. (2000 Form 10-K, Exhibit 10-9)
10-10 -- Restricted stock agreement between FirstEnergy Corp. and H. P.
Burg. (2000 Form 10-K, Exhibit 10-10)
10-11 -- Stock option agreement between FirstEnergy Corp. and officers
dated November 22, 2000. (2000 Form 10-K, Exhibit 10-11)
10-12 -- Stock option agreement between FirstEnergy Corp. and officers
dated March 1, 2000. (2000 Form 10-K, Exhibit 10-12)
26
Exhibit
Number
------
10-13 -- Stock option agreement between FirstEnergy Corp. and director
dated January 1, 2000. (2000 Form 10-K, Exhibit 10-13)
10-14 -- Stock option agreement between FirstEnergy Corp. and two
directors dated January 1, 2001. (2000 Form 10-K,
Exhibit 10-14)
10-15 -- Executive and Director Incentive Compensation Plan dated
May 15, 2001. (2001 Form 10-K, Exhibit 10-15)
10-16 -- Amended FirstEnergy Corp. Deferred Compensation Plan for
Directors, revised September 18, 2000. (2001 Form 10-K,
Exhibit 10-16)
10-17 -- Stock Option Agreements between FirstEnergy Corp. and Officers
dated May 16, 2001. (2001 Form 10-K, Exhibit 10-17)
10-18 -- Restricted Stock Agreements between FirstEnergy Corp. and
Officers dated February 20, 2002. (2001 Form 10-K,
Exhibit 10-18)
10-19 -- Stock Option Agreements between FirstEnergy Corp. and One
Director dated January 1, 2002. (2001 Form 10-K, Exhibit 10-19)
10-20 -- FirstEnergy Corp. Executive Deferred Compensation Plan. (2001
Form 10-K, Exhibit 10-20)
10-21 -- Executive Incentive Compensation Plan-Tier 2. (2001 Form 10-K,
Exhibit 20-21)
10-22 -- Executive Incentive Compensation Plan-Tier 3. (2001 Form 10-K,
Exhibit 20-22)
10-23 -- Executive Incentive Compensation Plan-Tier 4. (2001 Form 10-K,
Exhibit 10-23)
10-24 -- Executive Incentive Compensation Plan-Tier 5. (2001 Form 10-K,
Exhibit 10-24)
10-25 -- Amendment to GPU, Inc. 1990 Stock Plan for Employees of
GPU, Inc. and Subsidiaries, effective April 5, 2001. (2001
Form 10-K, Exhibit 10-25)
10-26 -- Form of Amendment, effective November 7, 2001, to GPU, Inc.
1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries,
Deferred Remuneration Plan for Outside Directors of GPU, Inc.,
and Retirement Plan for Outside Directors of GPU, Inc. (2001
Form 10-K, Exhibit 10-26)
10-27 -- GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group,
Inc. Employees. (2001 Form 10-K, Exhibit 10-27)
10-28 -- Executive and Director Stock Option Agreement dated June 11,
2002. (2002 Form 10-K, Exhibit 10-28).
10-29 -- Director Stock Option Agreement. (2002 Form 10-K,
Exhibit 10-29).
10-30 -- Executive and Director Executive Incentive Compensation Plan,
Amendment dated May 21, 2002. (2002 Form 10-K, Exhibit 10-30).
10-31 -- Directors Deferred Compensation Plan, Revised Nov. 19, 2002.
(2002 Form 10-K, Exhibit 10-31).
10-32 -- Executive Incentive Compensation Plan 2002. (2002 Form 10-K,
Exhibit 10-32).
10-33 -- GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and
Subsidiaries as amended and restated to reflect amendments
through June 3, 1999. (1999 Form 10-K, Exhibit 10-V, File No.
1-6047, GPU, Inc.)
10-34 -- Form of 1998 Stock Option Agreement under the GPU, Inc. 1990
Stock Plan for Employees of GPU, Inc. and Subsidiaries. (1997
Form 10-K, Exhibit 10-Q, File No. 1-6047, GPU, Inc.)
10-35 -- Form of 1999 Stock Option Agreement under the GPU, Inc. 1990
Stock Plan for Employees of GPU, Inc. and Subsidiaries. (1999
Form 10-K, Exhibit 10-W, File No. 1-6047, GPU, Inc.)
10-36 -- Form of 2000 Stock Option Agreement under the GPU, Inc. 1990
Stock Plan for Employees of GPU, Inc. and Subsidiaries. (2000
Form 10-K, Exhibit 10-W, File No. 1-6047, GPU, Inc.)
27
Exhibit
Number
------
10-37 -- Deferred Remuneration Plan for Outside Directors of GPU, Inc.
as amended and restated effective August 8, 2000. (2000
Form 10-K, Exhibit 10-O, File No. 1-6047, GPU, Inc.)
10-38 -- Retirement Plan for Outside Directors of GPU, Inc. as amended
and restated as of August 8, 2000. (2000 Form 10-K, Exhibit
10-N, File No. 1-6047, GPU, Inc.)
10-39 -- Forms of Estate Enhancement Program Agreements entered into by
certain former GPU directors. (1999 Form 10-K, Exhibit 10-JJ,
File No. 1-6047, GPU, Inc.)
(A) 12.1 -- Consolidated fixed charge ratios.
(A) 13 -- FirstEnergy 2003 Annual Report to Stockholders. (Only those
portions expressly incorporated by reference in this Form 10-K
are to be deemed "filed" with the SEC.)
(A) 21 -- List of Subsidiaries of the Registrant at December 31, 2003.
(A) 23 -- Consent of Independent Accountants.
(A) 31.1 -- Certification of chief executive officer, as adopted
pursuant to Rule 13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE,
Penn, Met-Ed and Penelec).
(A) 31.2 -- Certification of chief financial officer, as adopted
pursuant to Rule 13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE,
Penn, Met-Ed and Penelec).
(A) 32.1 -- Certification of chief executive officer and chief
financial officer, pursuant to 18 U.S.C.ss.1350 (FirstEnergy,
OE, CEI, TE, Penn, Met-Ed and Penelec).
(A) Provided herein in electronic format as an exhibit.
(B) 3.Exhibits - Ohio Edison
2-1 -- Agreement and Plan of Merger, dated as of September 13, 1996,
between Ohio Edison Company (OE) and Centerior Energy
Corporation. (September 17, 1996 Form 8-K, Exhibit 2-1)
3-1 -- Amended Articles of Incorporation, Effective June 21, 1994,
constituting OE's Articles of Incorporation. (1994 Form 10-K,
Exhibit 3-1)
3-2 -- Amended and Restated Code of Regulations, amended March 15,
2002. (2001 Form 10-K, Exhibit 3-2)
(B) 4-1 -- Indenture dated as of August 1, 1930 between OE and Bankers
Trust Company, (now the Bank of New York), as Trustee, as
amended and supplemented by Supplemental Indentures:
Dated as of File Reference Exhibit No.
----------- -------------- -----------
March 3, 1931 2-1725 B1, B-1(a),B-1(b)
November 1, 1935 2-2721 B-4
January 1, 1937 2-3402 B-5
September 1, 1937 Form 8-A B-6
June 13, 1939 2-5462 7(a)-7
August 1, 1974 Form 8-A, August 28, 1974 2(b)
July 1, 1976 Form 8-A, July 28, 1976 2(b)
December 1, 1976 Form 8-A, December 15, 1976 2(b)
June 15, 1977 Form 8-A, June 27, 1977 2(b)
Supplemental Indentures:
September 1, 1944 2-61146 2(b)(2)
April 1, 1945 2-61146 2(b)(2)
September 1, 1948 2-61146 2(b)(2)
May 1, 1950 2-61146 2(b)(2)
January 1, 1954 2-61146 2(b)(2)
May 1, 1955 2-61146 2(b)(2)
August 1, 1956 2-61146 2(b)(2)
March 1, 1958 2-61146 2(b)(2)
April 1, 1959 2-61146 2(b)(2)
June 1, 1961 2-61146 2(b)(2)
28
Exhibit
Number
------
Dated as of File Reference Exhibit No.
----------- -------------- -----------
September 1, 1969 2-34351 2(b)(2)
May 1, 1970 2-37146 2(b)(2)
September 1, 1970 2-38172 2(b)(2)
June 1, 1971 2-40379 2(b)(2)
August 1, 1972 2-44803 2(b)(2)
September 1, 1973 2-48867 2(b)(2)
May 15, 1978 2-66957 2(b)(4)
February 1, 1980 2-66957 2(b)(5)
April 15, 1980 2-66957 2(b)(6)
June 15, 1980 2-68023 (b)(4)(b)(5)
October 1, 1981 2-74059 (4)(d)
October 15, 1981 2-75917 (4)(e)
February 15, 1982 2-75917 (4)(e)
July 1, 1982 2-89360 (4)(d)
March 1, 1983 2-89360 (4)(e)
March 1, 1984 2-89360 (4)(f)
September 15, 1984 2-92918 (4)(d)
September 27, 1984 33-2576 (4)(d)
November 8, 1984 33-2576 (4)(d)
December 1, 1984 33-2576 (4)(d)
December 5, 1984 33-2576 (4)(e)
January 30, 1985 33-2576 (4)(e)
February 25, 1985 33-2576 (4)(e)
July 1, 1985 33-2576 (4)(e)
October 1, 1985 33-2576 (4)(e)
January 15, 1986 33-8791 (4)(d)
May 20, 1986 33-8791 (4)(d)
June 3, 1986 33-8791 (4)(e)
October 1, 1986 33-29827 (4)(d)
August 25, 1989 33-34663 (4)(d)
February 15, 1991 33-39713 (4)(d)
May 1, 1991 33-45751 (4)(d)
May 15, 1991 33-45751 (4)(d)
September 15, 1991 33-45751 (4)(d)
April 1, 1992 33-48931 (4)(d)
June 15, 1992 33-48931 (4)(d)
September 15, 1992 33-48931 (4)(e)
April 1, 1993 33-51139 (4)(d)
June 15, 1993 33-51139 (4)(d)
September 15, 1993 33-51139 (4)(d)
November 15, 1993 1-2578 (4)(2)
April 1, 1995 1-2578 (4)(2)
May 1, 1995 1-2578 (4)(2)
July 1, 1995 1-2578 (4)(2)
June 1, 1997 1-2578 (4)(2)
April 1, 1998 1-2578 (4)(2)
June 1, 1998 1-2578 (4)(2)
September 29, 1999 1-2578 (4)(2)
April 1, 2000 1-2578 (4)(2)(a)
April 1, 2000 1-2578 (4)(2)(b)
June 1, 2001 1-2578
(A) February 1, 2003 1-2578 4(2)
(A) March 1, 2003 1-2578 4(2)
(A) August 1, 2003 1-2578 4(2)
(B) 4-2 -- General Mortgage Indenture and Deed of Trust dated as of
January 1, 1998 between OE and the Bank of New York, as
Trustee. Registration No. 333-05277, Exhibit 4(g))
Dated as of File Reference Exhibit No.
----------- -------------- -----------
(A) February 1, 2003 1-2578 4-2
(A) March 1, 2003 1-2578 4-2
(A) August 1, 2003 1-2578 4-2
29
Exhibit
Number
------
(A) 4-3 -- Indenture dated as of April 1, 2003 between OE and The Bank of
New York, as Trustee.
10-1 -- Administration Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2)
10-2 -- Amendment No. 1 dated January 4, 1974 to Administration
Agreement between the CAPCO Group dated as of September 14,
1967. (Registration No. 2-68906, Exhibit 5(c)(3))
10-3 -- Transmission Facilities Agreement between the CAPCO Group dated
as of September 14, 1967. (Registration No. 2-43102, Exhibit
5(c)(3))
10-4 -- Amendment No. 1 dated as of January 1, 1993 to Transmission
Facilities Agreement between the CAPCO Group dated as of
September 14, 1967. (1993 Form 10-K, Exhibit 10-4)
10-5 -- Agreement for the Termination or Construction of Certain
Agreements effective September 1, 1980 among the CAPCO Group.
(Registration No. 2-68906, Exhibit 10-4)
10-6 -- Amendment dated as of December 23, 1993 to Agreement for the
Termination or Construction of Certain Agreements effective
September 1, 1980 among the CAPCO Group. (1993 Form 10-K,
Exhibit 10-6)
10-7 -- CAPCO Basic Operating Agreement, as amended September 1, 1980.
(Registration No. 2-68906, Exhibit 10-5)
10-8 -- Amendment No. 1 dated August 1, 1981, and Amendment No. 2
dated September 1, 1982 to CAPCO Basic Operating Agreement, as
amended September 1, 1980. (September 30, 1981 Form 10-Q,
Exhibit 20-1 and 1982 Form 10-K, Exhibit 19-3, respectively)
10-9 -- Amendment No. 3 dated July 1, 1984 to CAPCO Basic Operating
Agreement, as amended September 1, 1980. (1985 Form 10-K,
Exhibit 10-7)
10-10 -- Basic Operating Agreement between the CAPCO Companies as
amended October 1, 1991. (1991 Form 10-K, Exhibit 10-8)
10-11 -- Basic Operating Agreement between the CAPCO Companies as
amended January 1, 1993. (1993 Form 10-K, Exhibit 10-11)
10-12 -- Memorandum of Agreement effective as of September 1, 1980 among
the CAPCO Group. (1982 Form 10-K, Exhibit 19-2)
10-13 -- Operating Agreement for Beaver Valley Power Station Units
Nos. 1 and 2 as Amended and Restated September 15, 1987, by and
between the CAPCO Companies. (1987 Form 10-K, Exhibit 10-15)
10-14 -- Construction Agreement with respect to Perry Plant between the
CAPCO Group dated as of July 22, 1974. (Registration No.
2-52251 of Toledo Edison Company, Exhibit 5(yy))
10-15 -- Amendment No. 3 dated as of October 31, 1980 to the Bond
Guaranty dated as of October 1, 1973, as amended, with respect
to the CAPCO Group. (Registration No. 2-68906 of Pennsylvania
Power Company, Exhibit 10-16)
10-16 -- Amendment No. 4 dated as of July 1, 1985 to the Bond Guaranty
dated as October 1, 1973, as amended, by the CAPCO Companies to
National City Bank as Bond Trustee. (1985 Form 10-K, Exhibit
10-30)
10-17 -- Amendment No. 5 dated as of May 1, 1986, to the Bond Guaranty
by the CAPCO Companies to National City Bank as Bond Trustee.
(1986 Form 10-K, Exhibit 10-33)
10-18 -- Amendment No. 6A dated as of December 1, 1991, to the Bond
Guaranty dated as of October 1, 1973, by The Cleveland Electric
Illuminating Company, Duquesne Light Company, Ohio Edison
Company, Pennsylvania Power Company, The Toledo Edison Company
to National City Bank, as Bond Trustee. (1991 Form 10-K,
Exhibit 10-33)
10-19 -- Amendment No. 6B dated as of December 30, 1991, to the Bond
Guaranty dated as of October 1, 1973 by The Cleveland Electric
Illuminating Company, Duquesne Light Company, Ohio Edison
Company, Pennsylvania Power Company, The Toledo Edison Company
to National City Bank, as Bond Trustee. (1991 Form 10-K,
Exhibit 10-34)
30
Exhibit
Number
------
10-20 -- Bond Guaranty dated as of December 1, 1991, by The Cleveland
Electric Illuminating Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company, The Toledo Edison
Company to National City Bank, as Bond Trustee. (1991
Form 10-K, Exhibit 10-35)
10-21 -- Memorandum of Understanding dated March 31, 1985 among the
CAPCO Companies. (1985 Form 10-K, Exhibit 10-35)
(C) 10-22 -- Ohio Edison System Executive Supplemental Life Insurance
Plan. (1995 Form 10-K, Exhibit 10-44)
(C) 10-23 -- Ohio Edison System Executive Incentive Compensation Plan.
(1995 Form 10-K, Exhibit 10-45.)
(C) 10-24 -- Ohio Edison System Restated and Amended Executive
Deferred Compensation Plan. (1995 Form 10-K, Exhibit 10-46.)
(C) 10-25 -- Ohio Edison System Restated and Amended Supplemental
Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-47.)
(C) 10-26 -- Severance pay agreement between Ohio Edison Company and
W. R. Holland. (1995 Form 10-K, Exhibit 10-48.)
(C) 10-27 -- Severance pay agreement between Ohio Edison Company and
H. P. Burg. (1995 Form 10-K, Exhibit 10-49.)
(C) 10-28 -- Severance pay agreement between Ohio Edison Company and
A. J. Alexander. (1995 Form 10-K, Exhibit 10-50.)
(C) 10-29 -- Severance pay agreement between Ohio Edison Company and
J. A. Gill. (1995 Form 10K, Exhibit 10-51.)
(D) 10-30 -- Participation Agreement dated as of March 16, 1987 among
Perry One Alpha Limited Partnership, as Owner Participant, the
Original Loan Participants listed in Schedule 1 Hereto, as
Original Loan Participants, PNPP Funding Corporation, as
Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee and
Ohio Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-1.)
(D) 10-31 -- Amendment No. 1 dated as of September 1, 1987 to
Participation Agreement dated as of March 16, 1987 among Perry
One Alpha Limited Partnership, as Owner Participant, the
Original Loan Participants listed in Schedule 1 thereto,
as Original Loan Participants, PNPP Funding Corporation, as
Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company (now The Bank of New York),
as Indenture Trustee, and Ohio Edison Company, as Lessee.
(1991 Form 10-K, Exhibit 10-46.)
(D) 10-32 -- Amendment No. 3 dated as of May 16, 1988 to Participation
Agreement dated as of March 16, 1987, as amended among Perry
One Alpha Limited Partnership, as Owner Participant, PNPP
Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee,
and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-47.)
(D) 10-33 -- Amendment No. 4 dated as of November 1, 1991 to Participation
Agreement dated as of March 16, 1987 among Perry One Alpha
Limited Partnership, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1991
Form 10-K, Exhibit 10-47.)
(D) 10-34 -- Amendment No. 5 dated as of November 24, 1992 to Participation
Agreement dated as of March 16, 1987, as amended, among Perry
One Alpha Limited Partnership, as Owner Participant, PNPP
Funding Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company as Lessee. (1992
Form 10-K, Exhibit 10-49.)
31
Exhibit
Number
------
(D) 10-35 -- Amendment No. 6 dated as of January 12, 1993 to Participation
Agreement dated as of March 16, 1987 among Perry One Alpha
Limited Partnership, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-50.)
(D) 10-36 -- Amendment No. 7 dated as of October 12, 1994 to Participation
Agreement dated as of March 16, 1987 as amended, among Perry
One Alpha Limited Partnership, as Owner Participant, PNPP
Funding Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-54.)
(D) 10-37 -- Facility Lease dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee, with Perry One
Alpha Limited Partnership, Lessor, and Ohio Edison Company,
Lessee. (1986 Form 10-K, Exhibit 28-2.)
(D) 10-38 -- Amendment No. 1 dated as of September 1, 1987 to Facility Lease
dated as of March 16, 1997 between The First National Bank of
Boston, as Owner Trustee, Lessor and Ohio Edison Company,
Lessee. (1991 Form 10-K, Exhibit 10-49.)
(D) 10-39 -- Amendment No. 2 dated as of November 1, 1991, to Facility Lease
dated as of March 16, 1987, between The First National Bank of
Boston, as Owner Trustee, Lessor and Ohio Edison Company,
Lessee. (1991 Form 10-K, Exhibit 10-50.)
(D) 10-40 -- Amendment No. 3 dated as of November 24, 1992 to Facility Lease
dated as March 16, 1987 as amended, between The First National
Bank of Boston, as Owner Trustee, with Perry One Alpha Limited
partnership, as Owner Participant and Ohio Edison Company, as
Lessee. (1992 Form 10-K, Exhibit 10-54.)
(D) 10-41 -- Amendment No. 4 dated as of January 12, 1993 to Facility Lease
dated as of March 16, 1987 as amended, between, The First
National Bank of Boston, as Owner Trustee, with Perry One Alpha
Limited Partnership, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-59.)
(D) 10-42 -- Amendment No. 5 dated as of October 12, 1994 to Facility Lease
dated as of March 16, 1987 as amended, between, The First
National Bank of Boston, as Owner Trustee, with Perry One Alpha
Limited Partnership, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-60.)
(D) 10-43 -- Letter Agreement dated as of March 19, 1987 between Ohio Edison
Company, Lessee, and The First National Bank of Boston, Owner
Trustee under a Trust dated March 16, 1987 with Chase Manhattan
Realty Leasing Corporation, required by Section 3(d) of the
Facility Lease. (1986 Form 10-K, Exhibit 28-3.)
(D) 10-44 -- Ground Lease dated as of March 16, 1987 between Ohio Edison
Company, Ground Lessor, and The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of March 16,
1987, with the Owner Participant, Tenant. (1986 Form 10-K,
Exhibit 28-4.)
(D) 10-45 -- Trust Agreement dated as of March 16, 1987 between Perry One
Alpha Limited Partnership, as Owner Participant, and The First
National Bank of Boston. (1986 Form 10-K, Exhibit 28-5.)
(D) 10-46 -- Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of March 16, 1987 with Perry One Alpha
Limited Partnership, and Irving Trust Company, as Indenture
Trustee. (1986 Form 10-K, Exhibit 28-6.)
(D) 10-47 -- Supplemental Indenture No. 1 dated as of September 1, 1987 to
Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of March 16, 1987 between The First
National Bank of Boston as Owner Trustee and Irving Trust
Company (now The Bank of New York), as Indenture Trustee. (1991
Form 10-K, Exhibit 10-55.)
32
Exhibit
Number
------
(D) 10-48 -- Supplemental Indenture No. 2 dated as of November 1, 1991 to
Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee and The Bank of New
York, as Indenture Trustee. (1991 Form 10-K, Exhibit 10-56.)
(D) 10-49 -- Tax Indemnification Agreement dated as of March 16, 1987
between Perry One, Inc. and PARock Limited Partnership as
General Partners and Ohio Edison Company, as Lessee. (1986 Form
10-K, Exhibit 28-7.)
(D) 10-50 -- Amendment No. 1 dated as of November 1, 1991 to Tax
Indemnification Agreement dated as of March 16, 1987 between
Perry One, Inc. and PARock Limited Partnership and Ohio Edison
Company. (1991 Form 10-K, Exhibit 10-58.)
(D) 10-51 -- Amendment No. 2 dated as of January 12, 1993 to Tax
Indemnification Agreement dated as of March 16, 1987 between
Perry One, Inc. and PARock Limited Partnership and Ohio Edison
Company. (1994 Form 10-K, Exhibit 10-69.)
(D) 10-52 -- Amendment No. 3 dated as of October 12, 1994 to Tax
Indemnification Agreement dated as of March 16, 1987 between
Perry One, Inc. and PARock Limited Partnership and Ohio Edison
Company. (1994 Form 10-K, Exhibit 10-70.)
(D) 10-53 -- Partial Mortgage Release dated as of March 19, 1987 under the
Indenture between Ohio Edison Company and Bankers Trust
Company, as Trustee, dated as of the 1st day of August 1930.
(1986 Form 10-K, Exhibit 28-8.)
(D) 10-54 -- Assignment, Assumption and Further Agreement dated as of March
16, 1987 among The First National Bank of Boston, as Owner
Trustee under a Trust Agreement, dated as of March 16, 1987,
with Perry One Alpha Limited Partnership, The Cleveland
Electric Illuminating Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company and Toledo Edison
Company. (1986 Form 10-K, Exhibit 28-9.)
(D) 10-55 -- Additional Support Agreement dated as of March 16, 1987 between
The First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of March 16, 1987, with Perry One
Alpha Limited Partnership, and Ohio Edison Company. (1986 Form
10-K, Exhibit 28-10.)
(D) 10-56 -- Bill of Sale, Instrument of Transfer and Severance Agreement
dated as of March 19, 1987 between Ohio Edison Company, Seller,
and The First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of March 16, 1987, with Perry One
Alpha Limited Partnership. (1986 Form 10-K, Exhibit 28-11.)
(D) 10-57 -- Easement dated as of March 16, 1987 from Ohio Edison Company,
Grantor, to The First National Bank of Boston, as Owner Trustee
under a Trust Agreement, dated as of March 16, 1987, with Perry
One Alpha Limited Partnership, Grantee. (1986 Form 10-K, File
Exhibit 28-12.)
10-58 -- Participation Agreement dated as of March 16, 1987 among
Security Pacific Capital Leasing Corporation, as Owner
Participant, the Original Loan Participants listed in Schedule
1 Hereto, as Original Loan Participants, PNPP Funding
Corporation, as Funding Corporation, The First National Bank of
Boston, as Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1986 Form 10-K, as
Exhibit 28-13.)
10-59 -- Amendment No. 1 dated as of September 1, 1987 to Participation
Agreement dated as of March 16, 1987 among Security Pacific
Capital Leasing Corporation, as Owner Participant, The Original
Loan Participants Listed in Schedule 1 thereto, as Original
Loan Participants, PNPP Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as Owner
Trustee, Irving Trust Company, as Indenture Trustee and Ohio
Edison Company, as Lessee. (1991 Form 10-K, Exhibit 10-65.)
10-60 -- Amendment No. 4 dated as of November 1, 1991, to Participation
Agreement dated as of March 16, 1987 among Security Pacific
Capital Leasing Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1991
Form 10-K, Exhibit 10-66.)
33
Exhibit
Number
------
10-61 -- Amendment No. 5 dated as of November 24, 1992 to Participation
Agreement dated as of March 16, 1987 as amended among Security
Pacific Capital Leasing Corporation, as Owner Participant, PNPP
Funding Corporation, as Funding Corporation, PNNP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-71.)
10-62 -- Amendment No. 6 dated as of January 12, 1993 to Participation
Agreement dated as of March 16, 1987 as amended among Security
Pacific Capital Leasing Corporation, as Owner Participant, PNPP
Funding Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-80.)
10-63 -- Amendment No. 7 dated as of October 12, 1994 to Participation
Agreement dated as of March 16, 1987 as amended among Security
Pacific Capital Leasing Corporation, as Owner Participant, PNPP
Funding Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-81.)
10-64 -- Facility Lease dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee, with Security
Pacific Capital Leasing Corporation, Lessor, and Ohio Edison
Company, as Lessee. (1986 Form 10-K, Exhibit 28-14.)
10-65 -- Amendment No. 1 dated as of September 1, 1987 to Facility Lease
dated as of March 16, 1987 between The First National Bank of
Boston as Owner Trustee, Lessor and Ohio Edison Company,
Lessee. (1991 Form 10-K, Exhibit 10-68.)
10-66 -- Amendment No. 2 dated as of November 1, 1991 to Facility Lease
dated as of March 16, 1987 between The First National Bank of
Boston as Owner Trustee, Lessor and Ohio Edison Company,
Lessee. 1991 Form 10-K, Exhibit 10-69.)
10-67 -- Amendment No. 3 dated as of November 24, 1992 to Facility Lease
dated as of March 16, 1987, as amended, between, The First
National Bank of Boston, as Owner Trustee, with Security
Pacific Capital Leasing Corporation, as Owner Participant and
Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-75.)
10-68 -- Amendment No. 4 dated as of January 12, 1993 to Facility Lease
dated as of March 16, 1987 as amended between, The First
National Bank of Boston, as Owner Trustee, with Security
Pacific Capital Leasing Corporation, as Owner Participant, and
Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-76.)
10-69 -- Amendment No. 5 dated as of October 12, 1994 to Facility Lease
dated as of March 16, 1987 as amended between, The First
National Bank of Boston, as Owner Trustee, with Security
Pacific Capital Leasing Corporation, as Owner Participant, and
Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-87.)
10-70 -- Letter Agreement dated as of March 19, 1987 between Ohio Edison
Company, as Lessee, and The First National Bank of Boston, as
Owner Trustee under a Trust, dated as of March 16, 1987, with
Security Pacific Capital Leasing Corporation, required by
Section 3(d) of the Facility Lease. (1986 Form 10-K, Exhibit
28-15.)
10-71 -- Ground Lease dated as of March 16, 1987 between Ohio Edison
Company, Ground Lessor, and The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of March 16,
1987, with Perry One Alpha Limited Partnership, Tenant. (1986
Form 10-K, Exhibit 28-16.)
10-72 -- Trust Agreement dated as of March 16, 1987 between Security
Pacific Capital Leasing Corporation, as Owner Participant, and
The First National Bank of Boston. (1986 Form 10-K,
Exhibit 28-17.)
34
Exhibit
Number
------
10-73 -- Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Security Pacific
Capital Leasing Corporation, and Irving Trust Company, as
Indenture Trustee. (1986 Form 10-K, Exhibit 28-18.)
10-74 -- Supplemental Indenture No. 1 dated as of September 1, 1987 to
Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee and Irving Trust
Company (now The Bank of New York), as Indenture Trustee. (1991
Form 10-K, Exhibit 10-74.)
10-75 -- Supplemental Indenture No. 2 dated as of November 1, 1991 to
Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee and The Bank of New
York, as Indenture Trustee. (1991 Form 10-K, Exhibit 10-75.)
10-76 -- Tax Indemnification Agreement dated as of March 16, 1987
between Security Pacific Capital Leasing Corporation, as Owner
Participant, and Ohio Edison Company, as Lessee. (1986 Form
10-K, Exhibit 28-19.)
10-77 -- Amendment No. 1 dated as of November 1, 1991 to Tax
Indemnification Agreement dated as of March 16, 1987 between
Security Pacific Capital Leasing Corporation and Ohio Edison
Company. (1991 Form 10-K, Exhibit 10-77.)
10-78 -- Amendment No. 2 dated as of January 12, 1993 to Tax
Indemnification Agreement dated as of March 16, 1987 between
Security Pacific Capital Leasing Corporation and Ohio Edison
Company. (1994 Form 10-K, Exhibit 10-96.)
10-79 -- Amendment No. 3 dated as of October 12, 1994 to Tax
Indemnification Agreement dated as of March 16, 1987 between
Security Pacific Capital Leasing Corporation and Ohio Edison
Company. (1994 Form 10-K, Exhibit 10-97.)
10-80 -- Assignment, Assumption and Further Agreement dated as of March
16, 1987 among The First National Bank of Boston, as Owner
Trustee under a Trust Agreement, dated as of March 16, 1987,
with Security Pacific Capital Leasing Corporation, The
Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power Company and
Toledo Edison Company. (1986 Form 10-K, Exhibit 28-20.)
10-81 -- Additional Support Agreement dated as of March 16, 1987 between
The First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of March 16, 1987, with Security
Pacific Capital Leasing Corporation, and Ohio Edison Company.
(1986 Form 10-K, Exhibit 28-21.)
10-82 -- Bill of Sale, Instrument of Transfer and Severance Agreement
dated as of March 19, 1987 between Ohio Edison Company, Seller,
and The First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of March 16, 1987, with Security
Pacific Capital Leasing Corporation, Buyer. (1986 Form 10-K,
Exhibit 28-22.)
10-83 -- Easement dated as of March 16, 1987 from Ohio Edison Company,
Grantor, to The First National Bank of Boston, as Owner Trustee
under a Trust Agreement, dated as of March 16, 1987, with
Security Pacific Capital Leasing Corporation, Grantee. (1986
Form 10-K, Exhibit 28-23.)
10-84 -- Refinancing Agreement dated as of November 1, 1991 among Perry
One Alpha Limited Partnership, as Owner Participant, PNPP
Funding Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First National
Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee, The Bank of New York, as Collateral Trust
Trustee, The Bank of New York, as New Collateral Trust Trustee
and Ohio Edison Company, as Lessee. (1991 Form 10-K,
Exhibit 10-82.)
10-85 -- Refinancing Agreement dated as of November 1, 1991 among
Security Pacific Leasing Corporation, as Owner Participant,
PNPP Funding Corporation, as Funding Corporation, PNPP II
Funding Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of New
York, as Indenture Trustee, The Bank of New York, as Collateral
Trust Trustee, The Bank of New York as New Collateral Trust
Trustee and Ohio Edison Company, as Lessee. (1991 Form 10-K,
Exhibit 10-83.)
35
Exhibit
Number
------
10-86 -- Ohio Edison Company Master Decommissioning Trust Agreement for
Perry Nuclear Power Plant Unit One, Perry Nuclear Power Plant
Unit Two, Beaver Valley Power Station Unit One and Beaver
Valley Power Station Unit Two dated July 1, 1993. (1993
Form 10-K, Exhibit 10-94.)
10-87 -- Nuclear Fuel Lease dated as of March 31, 1989, between OES
Fuel, Incorporated, as Lessor, and Ohio Edison Company, as
Lessee. (1989 Form 10-K, Exhibit 10-62.)
10-88 -- Receivables Purchase Agreement dated as November 28, 1989, as
amended and restated as of April 23, 1993, between OES Capital,
Incorporated, Corporate Asset Funding Company, Inc. and
Citicorp North America, Inc. (1994 Form 10-K, Exhibit 10-106.)
10-89 -- Guarantee Agreement entered into by Ohio Edison Company dated
as of January 17, 1991. (1990 Form 10-K, Exhibit 10-64.)
10-90 -- Transfer and Assignment Agreement among Ohio Edison Company and
Chemical Bank, as trustee under the OE Power Contract Trust.
(1990 Form 10-K, Exhibit 10-65.)
10-91 -- Renunciation of Payments and Assignment among Ohio Edison
Company, Monongahela Power Company, West Penn Power Company,
and the Potomac Edison Company dated as of January 4, 1991.
(1990 Form 10-K, Exhibit 10-66.)
10-92 -- Transfer and Assignment Agreement dated May 20, 1994 among Ohio
Edison Company and Chemical Bank, as trustee under the OE Power
Contract Trust. (1994 Form 10-K, Exhibit 10-110.)
10-93 -- Renunciation of Payments and Assignment among Ohio Edison
Company, Monongahela Power Company, West Penn Power Company,
and the Potomac Edison Company dated as of May 20, 1994. (1994
Form 10-K, Exhibit 10-111.)
10-94 -- Transfer and Assignment Agreement dated October 12, 1994 among
Ohio Edison Company and Chemical Bank, as trustee under the OE
Power Contract Trust. (1994 Form 10-K, Exhibit 10-112.)
10-95 -- Renunciation of Payments and Assignment among Ohio Edison
Company, Monongahela Power Company, West Penn Power Company,
and the Potomac Edison Company dated as of October 12, 1994.
(1994 Form 10-K, Exhibit 10-113.)
(E) 10-96 -- Participation Agreement dated as of September 15, 1987,
among Beaver Valley Two Pi Limited Partnership, as Owner
Participant, the Original Loan Participants listed in
Schedule 1 Thereto, as Original Loan Participants, BVPS Funding
Corporation, as Funding Corporation, The First National Bank of
Boston, as Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company as Lessee. (1987 Form 10-K,
Exhibit 28-1.)
(E) 10-97 -- Amendment No. 1 dated as of February 1, 1988, to Participation
Agreement dated as of September 15, 1987, among Beaver Valley
Two Pi Limited Partnership, as Owner Participant, the Original
Loan Participants listed in Schedule 1 Thereto, as Original
Loan Participants, BVPS Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as Owner
Trustee, Irving Trust Company, as Indenture Trustee and Ohio
Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-2.)
(E) 10-98 -- Amendment No. 3 dated as of March 16, 1988 to Participation
Agreement dated as of September 15, 1987, as amended, among
Beaver Valley Two Pi Limited Partnership, as Owner Participant,
BVPS Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee and
Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-99.)
(E) 10-99 -- Amendment No. 4 dated as of November 5, 1992 to Participation
Agreement dated as of September 15, 1987, as amended, among
Beaver Valley Two Pi Limited Partnership, as Owner Participant,
BVPS Funding Corporation, BVPS II Funding Corporation, The
First National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company, as
Lessee. (1992 Form 10-K, Exhibit 10-100.)
36
Exhibit
Number
------
(E) 10-100 -- Amendment No. 5 dated as of September 30, 1994 to
Participation Agreement dated as of September 15, 1987, as
amended, among Beaver Valley Two Pi Limited Partnership, as
Owner Participant, BVPS Funding Corporation, BVPS II Funding
Corporation, The First National Bank of Boston, as Owner
Trustee, The Bank of New York, as Indenture Trustee and Ohio
Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-118.)
(E) 10-101 -- Facility Lease dated as of September 15, 1987, between The
First National Bank of Boston, as Owner Trustee, with Beaver
Valley Two Pi Limited Partnership, Lessor, and Ohio Edison
Company, Lessee. (1987 Form 10-K, Exhibit 28-3.)
(E) 10-102 -- Amendment No. 1 dated as of February 1, 1988, to Facility
Lease dated as of September 15, 1987, between The First
National Bank of Boston, as Owner Trustee, with Beaver Valley
Two Pi Limited Partnership, Lessor, and Ohio Edison Company,
Lessee. (1987 Form 10-K, Exhibit 28-4.)
(E) 10-103 -- Amendment No. 2 dated as of November 5, 1992, to Facility
Lease dated as of September 15, 1987, as amended, between The
First National Bank of Boston, as Owner Trustee, with Beaver
Valley Two Pi Limited Partnership, as Owner Participant, and
Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit
10-103.)
(E) 10-104 -- Amendment No. 3 dated as of September 30, 1994 to Facility
Lease dated as of September 15, 1987, as amended, between The
First National Bank of Boston, as Owner Trustee, with Beaver
Valley Two Pi Limited Partnership, as Owner Participant, and
Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit
10-122.)
(E) 10-105 -- Ground Lease and Easement Agreement dated as of September 15,
1987, between Ohio Edison Company, Ground Lessor, and The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with Beaver Valley
Two Pi Limited Partnership, Tenant. (1987 Form 10-K, Exhibit
28-5.)
(E) 10-106 -- Trust Agreement dated as of September 15, 1987, between Beaver
Valley Two Pi Limited Partnership, as Owner Participant, and
The First National Bank of Boston. (1987 Form 10-K,
Exhibit 28-6.)
(E) 10-107 -- Trust Indenture, Mortgage, Security Agreement and Assignment
of Facility Lease dated as of September 15, 1987, between The
First National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987, with Beaver Valley
Two Pi Limited Partnership, and Irving Trust Company, as
Indenture Trustee. (1987 Form 10-K, Exhibit 28-7.)
(E) 10-108 -- Supplemental Indenture No. 1 dated as of February 1, 1988 to
Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of September 15, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with Beaver Valley Two
Pi Limited Partnership and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-8.)
(E) 10-109 -- Tax Indemnification Agreement dated as of September 15, 1987,
between Beaver Valley Two Pi Inc. and PARock Limited
Partnership as General Partners and Ohio Edison Company, as
Lessee. (1987 Form 10-K, Exhibit 28-9.)
(E) 10-110 -- Amendment No. 1 dated as of November 5, 1992 to Tax
Indemnification Agreement dated as of September 15, 1987,
between Beaver Valley Two Pi Inc. and PARock Limited
Partnership as General Partners and Ohio Edison Company, as
Lessee. (1994 Form 10-K, Exhibit 10-128.)
(E) 10-111 -- Amendment No. 2 dated as of September 30, 1994 to Tax
Indemnification Agreement dated as of September 15, 1987,
between Beaver Valley Two Pi Inc. and PARock Limited
Partnership as General Partners and Ohio Edison Company, as
Lessee. (1994 Form 10-K, Exhibit 10-129.)
(E) 10-112 -- Tax Indemnification Agreement dated as of September 15, 1987,
between HG Power Plant, Inc., as Limited Partner and Ohio
Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-10.)
37
Exhibit
Number
------
(E) 10-113 -- Amendment No. 1 dated as of November 5, 1992 to Tax
Indemnification Agreement dated as of September 15, 1987,
between HG Power Plant, Inc., as Limited Partner and Ohio
Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-131.)
(E) 10-114 -- Amendment No. 2 dated as of September 30, 1994 to Tax
Indemnification Agreement dated as of September 15, 1987,
between HG Power Plant, Inc., as Limited Partner and Ohio
Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-132.)
(E) 10-115 -- Assignment, Assumption and Further Agreement dated as of
September 15, 1987, among The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Beaver Valley Two Pi Limited
Partnership, The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company, Pennsylvania Power
Company and Toledo Edison Company. (1987 Form 10-K,
Exhibit 28-11.)
(E) 10-116 -- Additional Support Agreement dated as of September 15, 1987,
between The First National Bank of Boston, as Owner Trustee
under a Trust Agreement, dated as of September 15, 1987, with
Beaver Valley Two Pi Limited Partnership, and Ohio Edison
Company. (1987 Form 10-K, Exhibit 28-12.)
(F) 10-117 -- Participation Agreement dated as of September 15, 1987, among
Chrysler Consortium Corporation, as Owner Participant, the
Original Loan Participants listed in Schedule 1 Thereto, as
Original Loan Participants, BVPS Funding Corporation as Funding
Corporation, The First National Bank of Boston, as Owner
Trustee, Irving Trust Company, as Indenture Trustee and Ohio
Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-13.)
(F) 10-118 -- Amendment No. 1 dated as of February 1, 1988, to Participation
Agreement dated as of September 15, 1987, among Chrysler
Consortium Corporation, as Owner Participant, the Original Loan
Participants listed in Schedule 1 Thereto, as Original Loan
Participants, BVPS Funding Corporation, as Funding Corporation,
The First National Bank of Boston, as Owner Trustee, Irving
Trust Company, as Indenture Trustee, and Ohio Edison Company,
as Lessee. (1987 Form 10-K, Exhibit 28-14.)
(F) 10-119 -- Amendment No. 3 dated as of March 16, 1988 to Participation
Agreement dated as of September 15, 1987, as amended, among
Chrysler Consortium Corporation, as Owner Participant, BVPS
Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee, and
Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-114.)
(F) 10-120 -- Amendment No. 4 dated as of November 5, 1992 to Participation
Agreement dated as of September 15, 1987, as amended, among
Chrysler Consortium Corporation, as Owner Participant, BVPS
Funding Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of New
York, as Indenture Trustee and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-115.)
(F) 10-121 -- Amendment No. 5 dated as of January 12, 1993 to Participation
Agreement dated as of September 15, 1987, as amended, among
Chrysler Consortium Corporation, as Owner Participant, BVPS
Funding Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of New
York, as Indenture Trustee and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-139.)
(F) 10-122 -- Amendment No. 6 dated as of September 30, 1994 to
Participation Agreement dated as of September 15, 1987, as
amended, among Chrysler Consortium Corporation, as Owner
Participant, BVPS Funding Corporation, BVPS II Funding
Corporation, The First National Bank of Boston, as Owner
Trustee, The Bank of New York, as Indenture Trustee and Ohio
Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-140.)
(F) 10-123 -- Facility Lease dated as of September 15, 1987, between The
First National Bank of Boston, as Owner Trustee, with Chrysler
Consortium Corporation, Lessor, and Ohio Edison Company, as
Lessee. (1987 Form 10-K, Exhibit 28-15.)
38
Exhibit
Number
------
(F) 10-124 -- Amendment No. 1 dated as of February 1, 1988, to Facility
Lease dated as of September 15, 1987, between The First
National Bank of Boston, as Owner Trustee, with Chrysler
Consortium Corporation, Lessor, and Ohio Edison Company,
Lessee. (1987 Form 10-K, Exhibit 28-16.)
(F) 10-125 -- Amendment No. 2 dated as of November 5, 1992 to Facility Lease
dated as of September 15, 1987, as amended, between The First
National Bank of Boston, as Owner Trustee, with Chrysler
Consortium Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-118.)
(F) 10-126 -- Amendment No. 3 dated as of January 12, 1993 to Facility Lease
dated as of September 15, 1987, as amended, between The First
National Bank of Boston, as Owner Trustee, with Chrysler
Consortium Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-119.)
(F) 10-127 -- Amendment No. 4 dated as of September 30, 1994 to Facility
Lease dated as of September 15, 1987, as amended, between The
First National Bank of Boston, as Owner Trustee, with Chrysler
Consortium Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-145.)
(F) 10-128 -- Ground Lease and Easement Agreement dated as of September 15,
1987, between Ohio Edison Company, Ground Lessor, and The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with Chrysler
Consortium Corporation, Tenant. (1987 Form 10-K,
Exhibit 28-17.)
(F) 10-129 -- Trust Agreement dated as of September 15, 1987, between
Chrysler Consortium Corporation, as Owner Participant, and The
First National Bank of Boston. (1987 Form 10-K, Exhibit 28-18.)
(F) 10-130 -- Trust Indenture, Mortgage, Security Agreement and Assignment
of Facility Lease dated as of September 15, 1987, between The
First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with Chrysler
Consortium Corporation and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-19.)
(F) 10-131 -- Supplemental Indenture No. 1 dated as of February 1, 1988 to
Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of September 15, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with Chrysler
Consortium Corporation and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-20.)
(F) 10-132 -- Tax Indemnification Agreement dated as of September 15, 1987,
between Chrysler Consortium Corporation, as Owner Participant,
and Ohio Edison Company, Lessee. (1987 Form 10-K, Exhibit
28-21.)
(F) 10-133 -- Amendment No. 1 dated as of November 5, 1992 to Tax
Indemnification Agreement dated as of September 15, 1987,
between Chrysler Consortium Corporation, as Owner Participant,
and Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit
10-151.)
(F) 10-134 -- Amendment No. 2 dated as of January 12, 1993 to Tax
Indemnification Agreement dated as of September 15, 1987,
between Chrysler Consortium Corporation, as Owner Participant,
and Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit
10-152.)
(F) 10-135 -- Amendment No. 3 dated as of September 30, 1994 to Tax
Indemnification Agreement dated as of September 15, 1987,
between Chrysler Consortium Corporation, as Owner Participant,
and Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit
10-153.)
(F) 10-136 -- Assignment, Assumption and Further Agreement dated as of
September 15, 1987, among The First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of September
15, 1987, with Chrysler Consortium Corporation, The Cleveland
Electric Illuminating Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company, and Toledo Edison
Company. (1987 Form 10-K, Exhibit 28-22.)
(F) 10-137 -- Additional Support Agreement dated as of September 15, 1987,
between The First National Bank of Boston, as Owner Trustee
under a Trust Agreement, dated as of September 15, 1987, with
Chrysler Consortium Corporation, and Ohio Edison Company. (1987
Form 10-K, Exhibit 28-23.)
39
Exhibit
Number
------
10-138 -- Operating Agreement dated March 10, 1987 with respect to Perry
Unit No. 1 between the CAPCO Companies. (1987 Form 10-K,
Exhibit 28-24.)
10-139 -- Operating Agreement for Bruce Mansfield Units Nos. 1, 2 and 3
dated as of June 1, 1976, and executed on September 15, 1987,
by and between the CAPCO Companies. (1987 Form 10-K,
Exhibit 28-25.)
10-140 -- Operating Agreement for W. H. Sammis Unit No. 7 dated as of
September 1, 1971 by and between the CAPCO Companies. (1987
Form 10-K, Exhibit 28-26.)
10-141 -- OE-APS Power Interchange Agreement dated March 18, 1987, by
and among Ohio Edison Company and Pennsylvania Power Company,
and Monongahela Power Company and West Penn Power Company and
The Potomac Edison Company. (1987 Form 10-K, Exhibit 28-27.)
10-142 -- OE-PEPCO Power Supply Agreement dated March 18, 1987, by and
among Ohio Edison Company and Pennsylvania Power Company and
Potomac Electric Power Company. (1987 Form 10-K,
Exhibit 28-28.)
10-143 -- Supplement No. 1 dated as of April 28, 1987, to the OE-PEPCO
Power Supply Agreement dated March 18, 1987, by and among Ohio
Edison Company, Pennsylvania Power Company, and Potomac
Electric Power Company. (1987 Form 10-K, Exhibit 28-29.)
10-144 -- APS-PEPCO Power Resale Agreement dated March 18, 1987, by and
among Monongahela Power Company, West Penn Power Company, and
The Potomac Edison Company and Potomac Electric Power Company.
(1987 Form 10-K, Exhibit 28-30.)
(A) 12.2 -- Consolidated fixed charge ratios.
(A) 13.1 -- OE 2003 Annual Report to Stockholders (Only those portions
expressly incorporated by reference in this Form 10-K are to be
deemed "filed" with the SEC.)
(A) 21.1 -- List of Subsidiaries of the Registrant at December 31, 2003.
(A) 23.1 -- Consent of Independent Accountants.
(A) Provided herein in electronic format as an exhibit.
(B) Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, OE
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 OE and its
subsidiaries on a consolidated basis, but hereby agrees to furnish to
the SEC on request any such instruments.
(C) Management contract or compensatory plan contract or arrangement
filed pursuant to Item 601 of Regulation S-K.
(D) Substantially similar documents have been entered into relating to
three additional Owner Participants.
(E) Substantially similar documents have been entered into relating to
five additional Owner Participants.
(F) Substantially similar documents have been entered into relating to
two additional Owner Participants.
Note: Reports of OE on Forms 10-Q and 10-K are on file with the SEC
under number 1-2578.
Pursuant to Rule 14a - 3 (10) of the Securities Exchange Act of 1934,
the Company will furnish any exhibit in this Report upon the payment
of the Company's expenses in furnishing such exhibit.
3. Exhibits - Penn
3-1 -- Amended and Restated Articles of Incorporation, as amended
March 15, 2002. (2001 Form 10-K, Exhibit 3-1)
40
Exhibit
Number
------
3-2 -- Amended and Restated By-Laws of Penn, as amended March 15,
2002. (2001 Form 10-K, Exhibit 3-2)
4-1* -- Indenture dated as of November 1, 1945, between Penn and The
First National Bank of the City of New York (now Citibank,
N.A.), as Trustee, as supplemented and amended by Supplemental
Indentures dated as of May 1, 1948, March 1, 1950, February 1,
1952, October 1, 1957, September 1, 1962, June 1, 1963, June
1, 1969, May 1, 1970, April 1, 1971, October 1, 1971, May 1,
1972, December 1, 1974, October 1, 1975, September 1, 1976,
April 15, 1978, June 28, 1979, January 1, 1980, June 1, 1981,
January 14, 1982, August 1, 1982, December 15, 1982, December
1, 1983, September 6, 1984, December 1, 1984, May 30, 1985,
October 29, 1985, August 1, 1987, May 1, 1988, November 1,
1989, December 1, 1990, September 1, 1991, May 1, 1992, July
15, 1992, August 1, 1992, and May 1, 1993, July 1, 1993,
August 31, 1993, September 1, 1993, September 15, 1993,
October 1, 1993, November 1, 1993, and August 1, 1994.
(Physically filed and designated as Exhibits 2(b)(1)-1 through
2(b)(1)-15 in Registration Statement File No. 2-60837; as
Exhibits 2(b)(2), 2(b)(3), and 2(b)(4) in Registration
Statement File No. 2-68906; as Exhibit 4-2 in Form 10-K for
1981 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1982
File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1983 File
No. 1-3491; as Exhibit 19-1 in Form 10-K for 1984 File No.
1-3491; as Exhibit 19-1 in Form 10-K for 1985 File No. 1-3491;
as Exhibit 19-1 in Form 10-K for 1987 File No. 1-3491; as
Exhibit 19-1 in Form 10-K for 1988 File No. 1-3491; as Exhibit
19 in Form 10-K for 1989 File No. 1-3491; as Exhibit 19 in
Form 10-K for 1990 File No. 1-3491; as Exhibit 19 in Form 10-K
for 1991 File No. 1-3491; as Exhibit 19-1 in Form 10-K for
1992 File No. 1-3491; as Exhibit 4-2 in Form 10-K for 1993
File No. 1-3491; and as Exhibit 4-2 in Form 10-K for 1994 File
No. 1-3491.)
4-2 -- Supplemental Indenture dated as of September 1, 1995,
between Penn and Citibank, N.A., as Trustee. (1995 Form 10-K,
Exhibit 4-2.)
4-3 -- Supplemental Indenture dated as of June 1, 1997, between
Penn and Citibank, N.A., as Trustee. (1997 Form 10-K, Exhibit
4-3.)
4-4 -- Supplemental Indenture dated as of June 1, 1998, between
Penn and Citibank, N. A., as Trustee. (1998 Form 10-K, Exhibit
4-4.)
4-5 -- Supplemental Indenture dated as of September 29, 1999,
between Penn and Citibank, N.A., as Trustee. (1999 Form 10-K,
Exhibit 4-5.)
4-6 -- Supplemental Indenture dated as of November 15, 1999, between
Penn and Citibank, N.A., as Trustee. (1999 Form 10-K,
Exhibit 4-6.)
4-7 -- Supplemental Indenture dated as of June 1, 2001. (2001 Form
10-K, Exhibit 4-7)
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.)
-----------------------------
* Pursuant to paragraph (b)(4)(iii) (A) of Item 601 of Regulation S-K, Penn
has not filed as an exhibit to this Form 10-K any instrument with respect to
long-term debt if the total amount of securities authorized thereunder does
not exceed 10% of the total assets of Penn, but hereby agrees to furnish to
the Commission on request any such instruments.
41
Exhibit
Number
------
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.)
10-12 -- Memorandum of Agreement effective as of September 1, 1980,
among the CAPCO Group. (1991 Form 10-K, Exhibit 19-2, Ohio
Edison Company.)
10-13 -- Operating Agreement for Beaver Valley Power Station Units
Nos. 1 and 2 as Amended and Restated September 15, 1987, by and
between the CAPCO Companies. (1987 Form 10-K, Exhibit 10-15,
File No. 1-2578, of Ohio Edison Company.)
10-14 -- Construction Agreement with respect to Perry Plant between
the CAPCO Group dated as of July 22, 1974. (Registration
Statement of Toledo Edison Company, File No. 2-52251, as
Exhibit 5 (yy).)
10-15 -- 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) 10-16 -- Ohio Edison System Executive Supplemental Life Insurance Plan.
(1995 Form 10-K, Exhibit 10-44, File No. 1-2578, Ohio Edison
Company.)
(B) 10-17 -- Ohio Edison System Executive Incentive Compensation Plan. (1995
Form 10-K, Exhibit 10-45, File No. 1-2578, Ohio Edison
Company.)
(B) 10-18 -- Ohio Edison System Restated and Amended Executive Deferred
Compensation Plan. (1995 Form 10-K, Exhibit 10-46, File
No. 1-2578, Ohio Edison Company.)
(B) 10-19 -- Ohio Edison System Restated and Amended Supplemental Executive
Retirement Plan. (1995 Form 10-K, Exhibit 10-47, File
No. 1-2578, Ohio Edison Company.)
10-20 -- Operating Agreement for Perry Unit No. 1 dated March 10,
1987, by and between the CAPCO Companies. (1987 Form 10-K,
Exhibit 28-24, File No. 1-2578, Ohio Edison Company.)
10-21 -- 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.)
10-22 -- 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.)
10-23 -- 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.)
42
Exhibit
Number
------
10-24 -- 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.)
10-25 -- 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.)
10-26 -- 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.)
10-27 -- Pennsylvania Power Company Master Decommissioning Trust
Agreement for Beaver Valley Power Station and Perry Nuclear
Power Plant dated as of April 21, 1995. (Quarter ended June 30,
1995 Form 10-Q, Exhibit 10, File No. 1-3491.)
10-28 -- Nuclear Fuel Lease dated as of March 31, 1989, between OES
Fuel, Incorporated, as Lessor, and Pennsylvania Power Company,
as Lessee. (1989 Form 10-K, Exhibit 10-39, File No. 1-3491.)
(A) 12.5 -- Fixed Charge Ratios
(A) 13.4 -- Penn 2003 Annual Report to Stockholders. (Only those
portions expressly incorporated by reference in this Form 10-K
are to be deemed "filed" with the Securities and Exchange
Commission.)
(A) 23.2 -- Consent of Independent Accountants.
(A) Provided herein in electronic format as an exhibit.
(B) -- Management contract or compensatory plan contract or
arrangement filed pursuant to Item 601 of Regulation S-K.
Pursuant to Rule 14a-3(10) of the Securities Exchange Act of
1934, the Company will furnish any exhibit in this Report upon
the payment of the Company's expenses in furnishing such
exhibit.
3. Exhibits - Common Exhibits to CEI and TE
Exhibit
Number
2(a) -- Agreement and Plan of Merger between Ohio Edison and Centerior
Energy dated as of September 13, 1996 (Exhibit (2)-1,
Form S-4 File No. 333-21011, filed by FirstEnergy).
2(b) -- Merger Agreement by and among Centerior Acquisition Corp.,
FirstEnergy and Centerior (Exhibit (2)-3, Form S-4 File No.
333-21011, filed by FirstEnergy).
4(a) -- Rights Agreement (Exhibit 4, June 25, 1996 Form 8-K, File Nos.
1-9130, 1-2323 and 1-3583).
4(b)(1) -- Form of Note Indenture between Cleveland Electric, Toledo
Edison and The Chase Manhattan Bank, as Trustee dated as of
June 13, 1997 (Exhibit 4(c), Form S-4 File No. 333-35931,
filed by Cleveland Electric and Toledo Edison).
4(b)(2) -- Form of First Supplemental Note Indenture between Cleveland
Electric, Toledo Edison and The Chase Manhattan Bank, as
Trustee dated as of June 13, 1997 (Exhibit 4(d), Form S-4 File
No. 333-35931, filed by Cleveland Electric and Toledo Edison).
10b(1)(a) -- CAPCO Administration Agreement dated November 1, 1971, as of
September 14, 1967, among the CAPCO Group members regarding the
organization and procedures for implementing the objectives of
the CAPCO Group (Exhibit 5(p), Amendment No. 1, File
No. 2-42230, filed by Cleveland Electric).
43
Exhibit
Number
------
10b(1)(b) -- Amendment No. 1, dated January 4, 1974, to CAPCO Administration
Agreement among the CAPCO Group members (Exhibit 5(c)(3),
File No. 2-68906, filed by Ohio Edison).
10b(2) -- CAPCO Transmission Facilities Agreement dated November 1, 1971,
as of September 14, 1967, among the CAPCO Group members
regarding the installation, operation and maintenance of
transmission facilities to carry out the objectives of the
CAPCO Group (Exhibit 5(q), Amendment No. 1, File No.
2-42230, filed by Cleveland Electric).
10b(2)(1) -- Amendment No. 1 to CAPCO Transmission Facilities Agreement,
dated December 23, 1993 and effective as of January 1, 1993,
among the CAPCO Group members regarding requirements for
payment of invoices at specified times, for payment of
interest on non-timely paid invoices, for restricting
adjustment of invoices after a four-year period, and for
revising the method for computing the Investment
Responsibility charge for use of a member's transmission
facilities (Exhibit 10b(2)(1), 1993 Form 10-K, File Nos.
1-9130, 1-2323 and 1-3583).
10b(3) -- CAPCO Basic Operating Agreement As Amended January 1, 1993
among the CAPCO Group members regarding coordinated
operation of the members' systems (Exhibit 10b(3), 1993 Form
10-K, File Nos. 1-9130, 1-2323 and 1-3583).
10b(4) -- Agreement for the Termination or Construction of Certain
Agreement By and Among the CAPCO Group members, dated
December 23, 1993 and effective as of September 1, 1980
(Exhibit 10b(4), 1993 Form 10-K, File Nos. 1-9130, 1-2323
and 1-3583).
10b(5) -- Construction Agreement, dated July 22, 1974, among the CAPCO
Group members and relating to the Perry Nuclear Plant
(Exhibit 5 (yy), File No. 2-52251, filed by Toledo Edison).
10b(6) -- Contract, dated as of December 5, 1975, among the CAPCO
Group members for the construction of Beaver Valley Unit No. 2
(Exhibit 5 (g), File No. 2-52996, filed by Cleveland Electric).
10b(7) -- Amendment No. 1, dated May 1, 1977, to Contract, dated as of
December 5, 1975, among the CAPCO Group members for the
construction of Beaver Valley Unit No. 2 (Exhibit 5(d)(4),
File No. 2-60109, filed by Ohio Edison).
10d(1)(a) -- Form of Collateral Trust Indenture among CTC Beaver Valley
Funding Corporation, Cleveland Electric, Toledo Edison and
Irving Trust Company, as Trustee (Exhibit 4(a), File No.
33-18755, filed by Cleveland Electric and Toledo Edison).
10d(1)(b) -- Form of Supplemental Indenture to Collateral Trust Indenture
constituting Exhibit 10d(1)(a) above, including form of
Secured Lease Obligation bond (Exhibit 4(b), File No.
33-18755, filed by Cleveland Electric and Toledo Edison).
10d(1)(c) -- Form of Collateral Trust Indenture among Beaver Valley II
Funding Corporation, The Cleveland Electric Illuminating
Company and The Toledo Edison Company and The Bank of New
York, as Trustee (Exhibit (4)(a), File No. 33-46665, filed
by Cleveland Electric and Toledo Edison).
10d(1)(d) -- Form of Supplemental Indenture to Collateral Trust Indenture
constituting Exhibit 10d(1)(c) above, including form of
Secured Lease Obligation Bond (Exhibit (4)(b), File No.
33-46665, filed by Cleveland Electric and Toledo Edison).
10d(2)(a) -- Form of Collateral Trust Indenture among CTC Mansfield
Funding Corporation, Cleveland Electric, Toledo Edison and
IBJ Schroder Bank & Trust Company, as Trustee (Exhibit 4(a),
File No. 33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(2)(b) -- Form of Supplemental Indenture to Collateral Trust Indenture
constituting Exhibit 10d(2)(a) above, including forms of
Secured Lease Obligation bonds (Exhibit 4(b), File No.
33-20128, filed by Cleveland Electric and Toledo Edison).
10d(3)(a) -- Form of Facility Lease dated as of September 15, 1987
between The First National Bank of Boston, as Owner Trustee
under a Trust Agreement dated as of September 15, 1987 with
the limited partnership Owner Participant named therein,
Lessor, and Cleveland Electric and Toledo Edison, Lessee
(Exhibit 4(c), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
44
Exhibit
Number
------
10d(3)(b) -- Form of Amendment No. 1 to Facility Lease constituting Exhibit
10d(3)(a) above (Exhibit 4(e), File No. 33-18755, filed by
Cleveland Electric and Toledo Edison).
10d(4)(a) -- Form of Facility Lease dated as of September 15, 1987 between
The First National Bank of Boston, as Owner Trustee under a
Trust Agreement dated as of September 15, 1987 with the
corporate Owner Participant named therein, Lessor, and
Cleveland Electric and Toledo Edison, Lessees (Exhibit 4(d),
File No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(4)(b) -- Form of Amendment No. 1 to Facility Lease constituting Exhibit
10d(4)(a) above (Exhibit 4(f), File No. 33-18755, filed by
Cleveland Electric and Toledo Edison).
10d(5)(a) -- Form of Facility Lease dated as of September 30, 1987 between
Meridian Trust Company, as Owner Trustee under a Trust
Agreement dated as of September 30, 1987 with the Owner
Participant named therein, Lessor, and Cleveland Electric and
Toledo Edison, Lessees (Exhibit 4(c), File No. 33-20128, filed
by Cleveland Electric and Toledo Edison).
10d(5)(b) -- Form of Amendment No. 1 to the Facility Lease constituting
Exhibit 10d(5)(a) above (Exhibit 4(f), File No. 33-20128, filed
by Cleveland Electric and Toledo Edison).
10d(6)(a) -- Form of Participation Agreement dated as of September 15, 1987
among the limited partnership Owner Participant named therein,
the Original Loan Participants listed in Schedule 1 thereto, as
Original Loan Participants, CTC Beaver Valley Fund Corporation,
as Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee, and
Cleveland Electric and Toledo Edison, as Lessees (Exhibit
28(a), File No. 33-18755, filed by Cleveland Electric and
Toledo Edison).
10d(6)(b) -- Form of Amendment No. 1 to Participation Agreement constituting
Exhibit 10d(6)(a) above (Exhibit 28(c), File No. 33-18755,
filed by Cleveland Electric and Toledo Edison).
10d(7)(a) -- Form of Participation Agreement dated as of September 15, 1987
among the corporate Owner Participant named therein, the
Original Loan Participants listed in Schedule 1 thereto, as
Owner Loan Participants, CTC Beaver Valley Funding Corporation,
as Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee, and
Cleveland Electric and Toledo Edison, as Lessees (Exhibit
28(b), File No. 33-18755, filed by Cleveland Electric and
Toledo Edison).
10d(7)(b) -- Form of Amendment No. 1 to Participation Agreement constituting
Exhibit 10d(7)(a) above (Exhibit 28(d), File No. 33-18755,
filed by Cleveland Electric and Toledo Edison).
10d(8)(a) -- Form of Participation Agreement dated as of September 30, 1987
among the Owner Participant named therein, the Original Loan
Participants listed in Schedule II thereto, as Owner Loan
Participants, CTC Mansfield Funding Corporation, Meridian Trust
Company, as Owner Trustee, IBJ Schroder Bank & Trust Company,
as Indenture Trustee, and Cleveland Electric and Toledo Edison,
as Lessees (Exhibit 28(a), File No. 33-0128, filed by Cleveland
Electric and Toledo Edison).
10d(8)(b) -- Form of Amendment No. 1 to the Participation Agreement
constituting Exhibit 10d(8)(a) above (Exhibit 28(b), File No.
33-20128, filed by Cleveland Electric and Toledo Edison).
10d(9) -- Form of Ground Lease dated as of September 15, 1987 between
Toledo Edison, Ground Lessor, and The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated as of
September 15, 1987 with the Owner Participant named therein,
Tenant (Exhibit 28(e), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
10d(10) -- Form of Site Lease dated as of September 30, 1987 between
Toledo Edison, Lessor, and Meridian Trust Company, as Owner
Trustee under a Trust Agreement dated as of September 30, 1987
with the Owner Participant named therein, Tenant
(Exhibit 28(c), File No. 33-20128, filed by Cleveland Electric
and Toledo Edison).
45
Exhibit
Number
------
10d(11) -- Form of Site Lease dated as of September 30, 1987 between
Cleveland Electric, Lessor, and Meridian Trust Company, as
Owner Trustee under a Trust Agreement dated as of September
30, 1987 with the Owner Participant named therein, Tenant
(Exhibit 28(d), File No. 33-20128, filed by Cleveland Electric
and Toledo Edison).
10d(12) -- Form of Amendment No. 1 to the Site Leases constituting
Exhibits 10d(10) and 10d(11) above (Exhibit 4(f), File No.
33-20128, filed by Cleveland Electric and Toledo Edison).
10d(13) -- Form of Assignment, Assumption and Further Agreement dated as
of September 15, 1987 among The First National Bank of Boston,
as Owner Trustee under a Trust Agreement dated as of September
15, 1987 with the Owner Participant named therein, Cleveland
Electric, Duquesne, Ohio Edison, Pennsylvania Power and Toledo
Edison (Exhibit 28(f), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
10d(14) -- Form of Additional Support Agreement dated as of September 15,
1987 between The First National Bank of Boston, as Owner
Trustee under a Trust Agreement dated as of September 15, 1987
with the Owner Participant named therein, and Toledo Edison
(Exhibit 28(g), File No. 33-18755, filed by Cleveland Electric
and Toledo Edison).
10d(15) -- Form of Support Agreement dated as of September 30, 1987
between Meridian Trust Company, as Owner Trustee under a Trust
Agreement dated as of September 30, 1987 with the Owner
Participant named therein, Toledo Edison, Cleveland Electric,
Duquesne, Ohio Edison and Pennsylvania Power (Exhibit 28(e),
File No. 33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(16) -- Form of Indenture, Bill of Sale, Instrument of Transfer and
Severance Agreement dated as of September 30, 1987 between
Toledo Edison, Seller, and The First National Bank of Boston,
as Owner Trustee under a Trust Agreement dated as of September
15, 1987 with the Owner Participant named therein, Buyer
(Exhibit 28(h), File No. 33-18755, filed by Cleveland Electric
and Toledo Edison).
10d(17) -- Form of Bill of Sale, Instrument of Transfer and Severance
Agreement dated as of September 30, 1987 between Toledo Edison,
Seller, and Meridian Trust Company, as Owner Trustee under a
Trust Agreement dated as of September 30, 1987 with the Owner
Participant named therein, Buyer (Exhibit 28(f), File No.
33-20128, filed by Cleveland Electric and Toledo Edison).
10d(18) -- Form of Bill of Sale, Instrument of Transfer and Severance
Agreement dated as of September 30, 1987 between Cleveland
Electric, Seller, and Meridian Trust Company, as Owner Trustee
under a Trust Agreement dated as of September 30, 1987 with the
Owner Participant named therein, Buyer (Exhibit 28(g), File No.
33-20128, filed by Cleveland Electric and Toledo Edison).
10d(19) -- Forms of Refinancing Agreement, including exhibits thereto,
among the Owner Participant named therein, as Owner
Participant, CTC Beaver Valley Funding Corporation, as Funding
Corporation, Beaver Valley II Funding Corporation, as New
Funding Corporation, The Bank of New York, as Indenture
Trustee, The Bank of New York, as New Collateral Trust Trustee,
and The Cleveland Electric Illuminating Company and The Toledo
Edison Company, as Lessees (Exhibit (28)(e)(i), File No.
33-46665, filed by Cleveland Electric and Toledo Edison).
10d(20)(a) -- Form of Amendment No. 2 to Facility Lease among Citicorp
Lescaman, Inc., Cleveland Electric and Toledo Edison (Exhibit
10(a), Form S-4 File No. 333-47651, filed by Cleveland
Electric).
10d(20)(b) -- Form of Amendment No. 3 to Facility Lease among Citicorp
Lescaman, Inc., Cleveland Electric and Toledo Edison (Exhibit
10(b), Form S-4 File No. 333-47651, filed by Cleveland
Electric).
10d(21)(a) -- Form of Amendment No. 2 to Facility Lease among US West
Financial Services, Inc., Cleveland Electric and Toledo Edison
(Exhibit 10(c), Form S-4 File No. 333-47651, filed by Cleveland
Electric).
10d(21)(b) -- Form of Amendment No. 3 to Facility Lease among US West
Financial Services, Inc., Cleveland Electric and Toledo Edison
(Exhibit 10(d), Form S-4 File No. 333-47651, filed by
Cleveland Electric).
46
Exhibit
Number
------
10d(22) -- Form of Amendment No. 2 to Facility Lease among Midwest Power
Company, Cleveland Electric and Toledo Edison (Exhibit 10(e),
Form S-4 File No. 333-47651, filed by Cleveland Electric).
10e(1) -- Centerior Energy Corporation Equity Compensation Plan
(Exhibit 99,
Form S-8, File No. 33-59635).
3. Exhibits - Cleveland Electric Illuminating (CEI)
3a -- Amended Articles of Incorporation of CEI, as amended, effective
May 28, 1993 (Exhibit 3a, 1993 Form 10-K, File No. 1-2323).
3b -- Regulations of CEI, dated April 29, 1981, as amended effective
October 1, 1988 and April 24, 1990 (Exhibit 3b, 1990 Form 10-K,
File No. 1-2323).
3c -- Amended and Restated Code of Regulations, dated March 15, 2002.
(B)4b(1) -- Mortgage and Deed of Trust between CEI and Guaranty
Trust Company of New York (now The Chase Manhattan Bank
(National Association)), as Trustee, dated July 1, 1940
(Exhibit 7(a), File No. 2-4450).
Supplemental Indentures between CEI and the Trustee,
supplemental to Exhibit 4b(1), dated as follows:
4b(2) -- July 1, 1940 (Exhibit 7(b), File No. 2-4450).
4b(3) -- August 18, 1944 (Exhibit 4(c), File No. 2-9887).
4b(4) -- December 1, 1947 (Exhibit 7(d), File No. 2-7306).
4b(5) -- September 1, 1950 (Exhibit 7(c), File No. 2-8587).
4b(6) -- June 1, 1951 (Exhibit 7(f), File No. 2-8994).
4b(7) -- May 1, 1954 (Exhibit 4(d), File No. 2-10830).
4b(8) -- March 1, 1958 (Exhibit 2(a)(4), File No. 2-13839).
4b(9) -- April 1, 1959 (Exhibit 2(a)(4), File No. 2-14753).
4b(10) -- December 20, 1967 (Exhibit 2(a)(4), File No. 2-30759).
4b(11) -- January 15, 1969 (Exhibit 2(a)(5), File No. 2-30759).
4b(12) -- November 1, 1969 (Exhibit 2(a)(4), File No. 2-35008).
4b(13) -- June 1, 1970 (Exhibit 2(a)(4), File No. 2-37235).
4b(14) -- November 15, 1970 (Exhibit 2(a)(4), File No. 2-38460).
4b(15) -- May 1, 1974 (Exhibit 2(a)(4), File No. 2-50537).
4b(16) -- April 15, 1975 (Exhibit 2(a)(4), File No. 2-52995).
4b(17) -- April 16, 1975 (Exhibit 2(a)(4), File No. 2-53309).
4b(18) -- May 28, 1975 (Exhibit 2(c), June 5, 1975 Form 8-A, File
No. 1-2323).
4b(19) -- February 1, 1976 (Exhibit 3(d)(6), 1975 Form 10 K, File
No. 1-2323).
4b(20) -- November 23, 1976 (Exhibit 2(a)(4), File No. 2-57375).
4b(21) -- July 26, 1977 (Exhibit 2(a)(4), File No. 2-59401).
4b(22) -- September 7, 1977 (Exhibit 2(a)(5), File No. 2-67221).
4b(23) -- May 1, 1978 (Exhibit 2(b), June 30, 1978 Form 10-Q, File
No. 1-2323).
4b(24) -- September 1, 1979 (Exhibit 2(a), September 30, 1979 Form 10-Q,
File No. 1-2323).
4b(25) -- April 1, 1980 (Exhibit 4(a)(2), September 30, 1980 Form 10-Q,
File No. 1-2323).
4b(26) -- April 15, 1980 (Exhibit 4(b), September 30, 1980 Form 10-Q,
File No. 1-2323).
4b(27) -- May 28, 1980 (Exhibit 2(a)(4), Amendment No. 1, File
No. 2-67221).
4b(28) -- June 9, 1980 (Exhibit 4(d), September 30, 1980 Form 10-Q, File
No. 1-2323).
4b(29) -- December 1, 1980 (Exhibit 4(b)(29), 1980 Form 10-K, File
No. 1-2323).
4b(30) -- July 28, 1981 (Exhibit 4(a), September 30, 1981, Form 10-Q,
File No. 1-2323).
4b(31) -- August 1, 1981 (Exhibit 4(b), September 30, 1981, Form 10-Q,
File No. 1-2323).
4b(32) -- March 1, 1982 (Exhibit 4(b)(3), Amendment No. 1, File
No. 2-76029).
4b(33) -- July 15, 1982 (Exhibit 4(a), September 30, 1982 Form 10-Q, File
No. 1-2323).
4b(34) -- September 1, 1982 (Exhibit 4(a)(1), September 30, 1982
orm 10-Q, File No. 1-2323).
4b(35) -- November 1, 1982 (Exhibit (a)(2), September 30, 1982
Form 10-Q, File No. 1-2323).
4b(36) -- November 15, 1982 (Exhibit 4(b)(36), 1982 Form 10-K,
File No. 1-2323).
47
Exhibit
Number
------
4b(37) -- May 24, 1983 (Exhibit 4(a), June 30, 1983 Form 10-Q,
File No. 1-2323).
4b(38) -- May 1, 1984 (Exhibit 4, June 30, 1984 Form 10-Q,
File No. 1-2323).
4b(39) -- May 23, 1984 (Exhibit 4, May 22, 1984 Form 8-K,
File No. 1-2323).
4b(40) -- June 27, 1984 (Exhibit 4, June 11, 1984 Form 8-K,
File No. 1-2323).
4b(41) -- September 4, 1984 (Exhibit 4b(41), 1984 Form 10-K,
File No. 1-2323).
4b(42) -- November 14, 1984 (Exhibit 4b(42), 1984 Form 10 K,
File No. 1-2323).
4b(43) -- November 15, 1984 (Exhibit 4b(43), 1984 Form 10-K,
File No. 1-2323).
4b(44) -- April 15, 1985 (Exhibit 4(a), May 8, 1985 Form 8-K,
File No. 1-2323).
4b(45) -- May 28, 1985 (Exhibit 4(b), May 8, 1985 Form 8-K,
File No. 1-2323).
4b(46) ---August 1, 1985 (Exhibit 4, September 30, 1985 Form 10-Q,
File No. 1-2323).
File No. 1-2323).
4b(48) -- November 1, 1985 (Exhibit 4, January 31, 1986 Form 8-K,
File No. 1-2323).
4b(49) -- April 15, 1986 (Exhibit 4, March 31, 1986 Form 10-Q,
ile No. 1-2323).
4b(50) -- May 14, 1986 (Exhibit 4(a), June 30, 1986 Form 10-Q,
File No. 1-2323).
4b(51) -- May 15, 1986 (Exhibit 4(b), June 30, 1986 Form 10-Q,
File No. 1-2323).
4b(52) -- February 25, 1987 (Exhibit 4b(52), 1986 Form 10-K,
File No. 1-2323).
4b(53) -- October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q,
File No. 1-2323).
4b(54) -- February 24, 1988 (Exhibit 4b(54), 1987 Form 10-K,
File No. 1-2323).
4b(55) -- September 15, 1988 (Exhibit 4b(55), 1988 Form 10-K,
File No. 1-2323).
4b(56) -- May 15, 1989 (Exhibit 4(a)(2)(i), File No. 33-32724).
4b(57) -- June 13, 1989 (Exhibit 4(a)(2)(ii), File No. 33-32724).
4b(58) -- October 15, 1989 (Exhibit 4(a)(2)(iii), File No. 33-32724).
4b(59) -- January 1, 1990 (Exhibit 4b(59), 1989 Form 10-K,
File No. 1-2323).
4b(60) -- June 1, 1990 (Exhibit 4(a). September 30, 1990 Form 10-Q,
File No. 1-2323).
4b(61) -- August 1, 1990 (Exhibit 4(b), September 30, 1990 Form 10-Q,
File No. 1-2323).
4b(62) -- May 1, 1991 (Exhibit 4(a), June 30, 1991 Form 10-Q,
File No. 1-2323).
4b(63) -- May 1, 1992 (Exhibit 4(a)(3), File No. 33-48845).
4b(64) -- July 31, 1992 (Exhibit 4(a)(3), File No. 33-57292).
4b(65) -- January 1, 1993 (Exhibit 4b(65), 1992 Form 10-K,
File No. 1-2323).
4b(66) -- February 1, 1993 (Exhibit 4b(66), 1992 Form 10-K,
File No. 1-2323).
4b(67) -- May 20, 1993 (Exhibit 4(a), July 14, 1993 Form 8-K,
File No. 1-2323).
4b(68) -- June 1, 1993 (Exhibit 4(b), July 14, 1993 Form 8-K,
File No. 1-2323).
4b(69) -- September 15, 1994 (Exhibit 4(a), September 30, 1994 Form 10-Q,
File No. 1-2323).
4b(70) -- May 1, 1995 (Exhibit 4(a), September 30, 1995 Form 10-Q,
File No. 1-2323).
4b(71) -- May 2, 1995 (Exhibit 4(b), September 30, 1995 Form 10-Q,
File No. 1-2323).
4b(72) -- June 1, 1995 (Exhibit 4(c), September 30, 1995 Form 10-Q,
File No. 1-2323).
4b(73) -- July 15, 1995 (Exhibit 4b(73), 1995 Form 10-K, File No. 1-232).
4b(74) -- August 1, 1995 (Exhibit 4b(74), 1995 Form 10-K,
File No. 1-2323).
4b(75) -- June 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-35931, filed
by Cleveland Electric and Toledo Edison).
4b(76) -- October 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
4b(77) -- June 1, 1998 (Exhibit 4b(77), Form S-4 File No. 333-72891).
4b(78) -- October 1, 1998 (Exhibit 4b(78), Form S-4 File No. 333-72891).
4b(79) -- October 1, 1998 (Exhibit 4b(79), Form S-4 File No. 333-72891).
4b(80) -- February 24, 1999 (Exhibit 4b(80), Form S-4 File
No. 333-72891).
4b(81) -- September 29, 1999. (Exhibit 4b(81), 1999 Form 10-K,
File No. 1-2323).
4b(82) -- January 15, 2000. (Exhibit 4b(82), 1999 Form 10-K,
File No. 1-2323).
4b(83) -- May 15, 2002 (Exhibit 4b(83), 2002 Form 10-K, Fil
File No. 1-2323).
4d -- Form of Note Indenture between Cleveland Electric and The
Chase Manhattan Bank, as Trustee dated as of October 24,
1997 (Exhibit 4(b), Form S-4 File No. 333-47651, filed by
Cleveland Electric).
4d(1) -- Form of Supplemental Note Indenture between
Cleveland Electric and The Chase Manhattan Bank, as Trustee
dated as of October 24, 1997 (Exhibit 4(c), Form S-4 File No.
333-47651, filed by Cleveland Electric).
(A) 4-1 -- Indenture dated as of December 1, 2003 between CEI and JPMorgan
Chase Bank, as Trustee.
48
Exhibit
Number
------
10-1 -- Administration Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-43102,
Exhibit 5(c)(2).)
10-2 -- Amendment No. 1 dated January 4, 1974 to Administration
Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-68906,
Exhibit 5(c)(3).)
10-3 -- Transmission Facilities Agreement between the CAPCO Group dated
as of September 14, 1967. (Registration No. 2-43102, Exhibit
5(c)(3).)
10-4 -- Amendment No. 1 dated as of January 1, 1993 to Transmission
Facilities Agreement between the CAPCO Group dated as of
September 14, 1967. (1993 Form 10-K, Exhibit 10-4.)
10-5 -- Agreement for the Termination or Construction of Certain
Agreements effective September 1, 1980, October 15, 1997
(Exhibit 4(a), Form S-4 File No. 333-47651, filed by Cleveland
Electric).
(A)12.3 -- Consolidated fixed charge ratios.
(A)13.2 -- CEI 2003 Annual Report to Stockholders. (Only those
portions expressly incorporated by reference in this
Form 10-K are to be deemed "filed" with the SEC.)
(A)21.2 -- List of Subsidiaries of the Registrant at December 31, 2003.
(A) Provided herein in electronic format as an exhibit.
(B) -- Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation
S-K, CEI has not filed as an exhibit to this Form 10-K any
instrument with respect to long-term debt if the total amount
of securities authorized thereunder does not exceed 10% of the
total assets of CEI, but hereby agrees to furnish to the
Commission on request any such instruments.
3. Exhibits - Toledo Edison (TE)
Exhibit
Number
3a -- Amended Articles of Incorporation of TE, as amended effective
October 2, 1992 (Exhibit 3a, 1992 Form 10-K, File No. 1-3583).
3b -- Amended and Restated Code of Regulations, dated March 15, 2002.
(2001 Form 10-K, Exhibit 3b)
(B)4b(1) b-- Indenture, dated as of April 1, 1947, between TE and The
Chase National Bank of the City of New York (now The Chase
Manhattan Bank (National Association)) (Exhibit 2(b),
File No. 2-26908).
4b(2) -- September 1, 1948 (Exhibit 2(d), File No. 2-26908).
4b(3) -- April 1, 1949 (Exhibit 2(e), File No. 2-26908).
4b(4) -- December 1, 1950 (Exhibit 2(f), File No. 2-26908).
4b(5) -- March 1, 1954 (Exhibit 2(g), File No. 2-26908).
4b(6) -- February 1, 1956 (Exhibit 2(h), File No. 2-26908).
4b(7) -- May 1, 1958 (Exhibit 5(g), File No. 2-59794).
4b(8) -- August 1, 1967 (Exhibit 2(c), File No. 2-26908).
4b(9) -- November 1, 1970 (Exhibit 2(c), File No. 2-38569).
4b(10) -- August 1, 1972 (Exhibit 2(c), File No. 2-44873).
4b(11) -- November 1, 1973 (Exhibit 2(c), File No. 2-49428).
4b(12) -- July 1, 1974 (Exhibit 2(c), File No. 2-51429).
4b(13) -- October 1, 1975 (Exhibit 2(c), File No. 2-54627).
4b(14) -- June 1, 1976 (Exhibit 2(c), File No. 2-56396).
4b(15) -- October 1, 1978 (Exhibit 2(c), File No. 2-62568).
4b(16) -- September 1, 1979 (Exhibit 2(c), File No. 2-65350).
4b(17) -- September 1, 1980 (Exhibit 4(s), File No. 2-69190).
4b(18) -- October 1, 1980 (Exhibit 4(c), File No. 2-69190).
4b(19) -- April 1, 1981 (Exhibit 4(c), File No. 2-71580).
49
Exhibit
Number
------
4b(20) -- November 1, 1981 (Exhibit 4(c), File No. 2-74485).
4b(21) -- June 1, 1982 (Exhibit 4(c), File No. 2-77763).
4b(22) -- September 1, 1982 (Exhibit 4(x), File No. 2-87323).
4b(23) -- April 1, 1983 (Exhibit 4(c), March 31, 1983, Form 10-Q, File
No. 1-3583).
4b(24) -- December 1, 1983 (Exhibit 4(x), 1983 Form 10-K, File
No. 1-3583).
4b(25) -- April 1, 1984 (Exhibit 4(c), File No. 2-90059).
4b(26) -- October 15, 1984 (Exhibit 4(z), 1984 Form 10-K, File
No. 1-3583).
4b(27) -- October 15, 1984 (Exhibit 4(aa), 1984 Form 10-K, File
No. 1-3583).
4b(28) -- August 1, 1985 (Exhibit 4(dd), File No. 33-1689).
4b(29) -- August 1, 1985 (Exhibit 4(ee), File No. 33-1689).
4b(30) -- December 1, 1985 (Exhibit 4(c), File No. 33-1689).
4b(31) -- March 1, 1986 (Exhibit 4b(31), 1986 Form 10-K, File
No. 1-3583).
4b(32) -- October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q, File
No. 1-3583).
4b(33) -- September 15, 1988 (Exhibit 4b(33), 1988 Form 10-K, File
No. 1-3583).
4b(34) -- June 15, 1989 (Exhibit 4b(34), 1989 Form 10-K, File
No. 1-3583).
4b(35) -- October 15, 1989 (Exhibit 4b(35), 1989 Form 10-K, File
No. 1-3583).
4b(36) -- May 15, 1990 (Exhibit 4, June 30, 1990 Form 10-Q, File
No. 1-3583).
4b(37) -- March 1, 1991 (Exhibit 4(b), June 30, 1991 Form 10-Q, File
No. 1-3583).
4b(38) -- May 1, 1992 (Exhibit 4(a)(3), File No. 33-48844).
4b(39) -- August 1, 1992 (Exhibit 4b(39), 1992 Form 10-K, File
No. 1-3583).
4b(40) -- October 1, 1992 (Exhibit 4b(40), 1992 Form 10-K, File
No. 1-3583).
4b(41) -- January 1, 1993 (Exhibit 4b(41), 1992 Form 10-K, File
No. 1-3583).
4b(42) -- September 15, 1994 (Exhibit 4(b), September 30, 1994 Form 10-Q,
File No. 1-3583).
No. 1-3583).
4b(44) -- June 1, 1995 (Exhibit 4(e), September 30, 1995 Form 10-Q, File
No. 1-3583).
4b(45) -- July 14, 1995 (Exhibit 4(f), September 30, 1995 Form 10-Q, File
No. 1-3583).
4b(46) -- July 15, 1995 (Exhibit 4(g), September 30, 1995 Form 10-Q, File
No. 1-3583).
4b(47) -- August 1, 1997 (Exhibit 4b(47), 1998 Form 10-K, Fil
No. 1-3583).
4b(48) -- June 1, 1998 (Exhibit 4b (48), 1998 Form 10-K, File
No. 1-3583).
4b(49) -- January 15, 2000 (Exhibit 4b(49), 1999 Form 10-K, File
No 1-3583).
4b(50) -- May 1, 2000 (Exhibit 4b(50), 2000 Form 10-K, File No. 1-3583).
4b(51) -- September 1, 2000 (Exhibit 4b(51), 2002 Form 10-K, File
No. 1-3583).
4b(52) -- October 1, 2002 (Exhibit 4b(52), 2002 Form 10-K, File
No. 1-3583).
(A) 4b(53) -- April 1, 2003 (Exhibit 4b(53).
(A) 12.4 -- Consolidated fixed charge ratios.
(A) 13.3 -- TE 2003 Annual Report to Stockholders. (Only those portions
expressly incorporated by reference in this Form 10-K are to
be deemed "filed" with the SEC.)
(A) 21.3 -- List of Subsidiaries of the Registrant at December 31, 2003.
(A) Provided herein in electronic format as an exhibit.
(B) -- Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation
S-K, TE has not filed as an exhibit to this Form 10-K any
instrument with respect to long-term debt if the total amount
of securities authorized thereunder does not exceed 10% of the
total assets of TE, but hereby agrees to furnish to the
Commission on request any such instruments.
3. Exhibits - Combined Exhibits for JCP&L, Met-Ed and Penelec
Exhibit
Number
3-A -- Restated Certificate of Incorporation of JCP&L, as amended -
Incorporated by reference to Exhibit 3-A, 1990 Annual Report on
Form 10-K, SEC File No. 1-3141.
3-A-1 -- Certificate of Amendment to Restated Certificate of
Incorporation of JCP&L, dated June 19, 1992 - Incorporated by
reference to Exhibit A-2(a), Certificate Pursuant to Rule 24,
SEC File No. 70-7949.
50
Exhibit
Number
------
3-A-2 -- Certificate of Amendment to Restated Certificate of
Incorporation of JCP&L, dated June 19, 1992 - Incorporated by
reference to Exhibit A-2(a)(i), Certificate Pursuant to
Rule 24, SEC File No. 70-7949.
3-B -- By-Laws of JCP&L, as amended May 25, 1993 - Incorporated by
reference to Exhibit 3-B, 1993 Annual Report on Form 10-K, SEC
File No. 1-3141.
3-C -- Restated Articles of Incorporation of Met-Ed, dated March 8,
1999 - Incorporated by reference to Exhibit 3-E, 1999 Annual
Report on Form 10-K, SEC File No. 1-446.
3-D -- By-Laws of Met-Ed as amended May 16, 2000.
3-E -- Restated Articles of Incorporation of Penelec, dated March 8,
1999 - Incorporated by reference to Exhibit 3-G, 1999 Annual
Report on Form 10-K, SEC File No. 1-3522.
3-F -- By-Laws of Penelec as amended May 16, 2000.
4-A -- Indenture of JCP&L, dated March 1, 1946, between JCP&L and
United States Trust Company of New York, Successor Trustee, as
amended and supplemented by eight supplemental indentures dated
December 1, 1948 through June 1, 1960 - Incorporated by
reference to JCP&L's Instruments of Indebtedness Nos. 1 to 7,
inclusive, and 9 and 10 filed as part of Amendment No. 1 to
1959 Annual Report of GPU on Form U5S, SEC File Nos. 30-126 and
1-3292.
4-A-1 -- Ninth Supplemental Indenture of JCP&L, dated November 1, 1962 -
Incorporated by reference to Exhibit 2-C, Registration No.
2-20732.
4-A-2 -- Tenth Supplemental Indenture of JCP&L, dated October 1, 1963 -
Incorporated by reference to Exhibit 2-C, Registration No.
2-21645.
4-A-3 -- Eleventh Supplemental Indenture of JCP&L, dated October 1, 1964
- Incorporated by reference to Exhibit 5-A-3, Registration No.
2-59785.
4-A-4 -- Twelfth Supplemental Indenture of JCP&L, dated November 1, 1965
- Incorporated by reference to Exhibit 5-A-4, Registration No.
2-59785.
4-A-5 -- Thirteenth Supplemental Indenture of JCP&L, dated August 1,
1966 - Incorporated by reference to Exhibit 4-C, Registration
No. 2-25124.
4-A-6 -- Fourteenth Supplemental Indenture of JCP&L, dated September 1,
1967 - Incorporated by reference to Exhibit 5-A-6, Registration
No. 2-59785.
4-A-7 -- Fifteenth Supplemental Indenture of JCP&L, dated October 1,
1968 - Incorporated by reference to Exhibit 5-A-7, Registration
No. 2-59785.
4-A-8 -- Sixteenth Supplemental Indenture of JCP&L, dated October 1,
1969 - Incorporated by reference to Exhibit 5-A-8, Registration
No. 2-59785.
4-A-9 -- Seventeenth Supplemental Indenture of JCP&L, dated June 1, 1970
- Incorporated by reference to Exhibit 5-A-9, Registration No.
2-59785.
4-A-10 -- Eighteenth Supplemental Indenture of JCP&L, dated December 1,
1970 - Incorporated by reference to Exhibit 5-A-10,
Registration No. 2-59785.
4-A-11 -- Nineteenth Supplemental Indenture of JCP&L, dated February 1,
1971 - Incorporated by reference to Exhibit 5-A-11,
Registration No. 2-59785.
4-A-12 -- Twentieth Supplemental Indenture of JCP&L, dated November 1,
1971 - Incorporated by reference to Exhibit 5-A-12,
Registration No. 2-59875.
4-A-13 -- Twenty-first Supplemental Indenture of JCP&L, dated August 1,
1972 - Incorporated by reference to Exhibit 5-A-13,
Registration No. 2-59785.
51
Exhibit
Number
------
4-A-14 -- Twenty-second Supplemental Indenture of JCP&L, dated August 1,
1973 - Incorporated by reference to Exhibit 5-A-14,
Registration No. 2-59785.
4-A-15 -- Twenty-third Supplemental Indenture of JCP&L, dated October 1,
1973 - Incorporated by reference to Exhibit A-15, Registration
No. 2-59785.
4-A-16 -- Twenty-fourth Supplemental Indenture of JCP&L, dated
December 1, 1973 - Incorporated by reference to Exhibit 5-A-16,
Registration No. 2-59785.
4-A-17 -- Twenty-fifth Supplemental Indenture of JCP&L, dated November 1,
1974 - Incorporated by reference to Exhibit 5-A-17,
Registration No. 2-59785.
4-A-18 -- Twenty-sixth Supplemental Indenture of JCP&L, dated March 1,
1975 - Incorporated by reference to Exhibit 5-A-18,
Registration No. 2-59785.
4-A-19 -- Twenty-seventh Supplementa Indenture of JCP&L, dated July 1,
1975 - Incorporated by reference to Exhibit 5-A-19,
Registration No. 2-59785.
4-A-20 -- Twenty-eighth Supplemental Indenture of JCP&L, dated October 1,
1975 - Incorporated by reference to Exhibit 5-A-20,
Registration No. 2-59785.
4-A-21 -- Twenty-ninth Supplemental Indenture of JCP&L, dated February 1,
1976 - Incorporated by reference to Exhibit 5-A-21,
Registration No. 2-59785.
4-A-22 -- Supplemental Indenture No. 29A of JCP&L, dated May 31, 1976 -
Incorporated by reference to Exhibit 5-A-22, Registration
No. 2-59785.
4-A-23 -- Thirtieth Supplemental Indenture of JCP&L, dated June 1, 1976 -
Incorporated by reference to Exhibit 5-A-23, Registration
No. 2-59785.
4-A-24 -- Thirty-first Supplemental Indenture of JCP&L, dated May 1,
1977 - Incorporated by reference to Exhibit 5-A-24,
Registration No. 2-59785.
4-A-25 -- Thirty-second Supplemental Indenture of JCP&L, dated
January 20, 1978 - Incorporated by reference to Exhibit 5-A-25,
Registration No. 2-60438.
4-A-26 -- Thirty-third Supplemental Indenture of JCP&L, dated January 1,
1979 - Incorporated by reference to Exhibit A-20(b),
Certificate Pursuant to Rule 24, SEC File No. 70-6242.
4-A-27 -- Thirty-fourth Supplemental Indenture of JCP&L, dated June 1,
1979 - Incorporated by reference to Exhibit A-28, Certificate
Pursuant to Rule 24, SEC File No. 70-6290.
4-A-28 -- Thirty-sixth Supplemental Indenture of JCP&L, dated October 1,
1979 - Incorporated by reference to Exhibit A-30, Certificate
Pursuant to Rule 24, SEC File No. 70-6354.
4-A-29 -- Thirty-seventh Supplemental Indenture of JCP&L, dated
September 1, 1984 - Incorporated by reference to
Exhibit A-1(cc), Certificate Pursuant to Rule 24, SEC File
No. 70-7001.
4-A-30 -- Thirty-eighth Supplemental Indenture of JCP&L, dated July 1,
1985 - Incorporated by reference to Exhibit A-1(dd),
Certificate Pursuant to Rule 24, SEC File No. 70-7109.
4-A-31 -- Thirty-ninth Supplemental Indenture of JCP&L, dated April 1,
1988 - Incorporated by reference to Exhibit A-1(a),
Certificate Pursuant to Rule 24, SEC File No. 70-7263.
4-A-32 -- Fortieth Supplemental Indenture of JCP&L, dated June 14, 1988 -
Incorporated by reference to Exhibit A-1(ff), Certificate
Pursuant to Rule 24, SEC File No. 70-7603.
4-A-33 -- Forty-first Supplemental Indenture of JCP&L, dated April 1,
1989 - Incorporated by reference to Exhibit A-1(gg),
Certificate Pursuant to Rule 24, SEC File No. 70-7603.
4-A-34 -- Forty-second Supplemental Indenture of JCP&L, dated July 1,
1989 - Incorporated by reference to Exhibit A-1(hh),
Certificate Pursuant to Rule 24, SEC File No. 70-7603.
52
Exhibit
Number
------
4-A-35 -- Forty-third Supplemental Indenture of JCP&L, dated March 1,
1991 - Incorporated by reference to Exhibit 4-A-35,
Registration No. 33-45314.
4-A-36 -- Forty-fourth Supplemental Indenture of JCP&L, dated March 1,
1992 - Incorporated by reference to Exhibit 4-A-36,
Registration No. 33-49405.
4-A-37 -- Forty-fifth Supplemental Indenture of JCP&L, dated October 1,
1992 - Incorporated by reference to Exhibit 4-A-37,
Registration No. 33-49405.
4-A-38 -- Forty-sixth Supplemental Indenture of JCP&L, dated April 1,
1993 - Incorporated by reference to Exhibit C-15, 1992 Annual
Report of GPU on Form U5S, SEC File No. 30-126.
4-A-39 -- Forty-seventh Supplemental Indenture of JCP&L, dated April 10,
1993 - Incorporated by reference to Exhibit C-16, 1992
Annual Report of GPU on Form U5S, SEC File No. 30-126.
4-A-40 -- Forty-eighth Supplemental Indenture of JCP&L, dated April 15,
1993 - Incorporated by reference to Exhibit C-17, 1992 Annual
Report of GPU on Form U5S, SEC File No. 30-126.
4-A-41 -- Forty-ninth Supplemental Indenture of JCP&L, dated October 1,
1993 - Incorporated by reference to Exhibit C-18, 1993 Annual
Report of GPU on Form U5S, SEC File No. 30-126.
4-A-42 -- Fiftieth Supplemental Indenture of JCP&L, dated August 1,
1994 - Incorporated by reference to Exhibit C-19, 1994 Annual
Report of GPU on Form U5S, SEC File No. 30-126.
4-A-43 -- Fifty-first Supplemental Indenture of JCP&L, dated August 15,
1996 - Incorporated by reference to Exhibit 4-A-43, 1996 Annual
Report on Form 10-K, SEC File No. 1-6047.
4-A-44 -- Fifty-second Supplemental Indenture of JCP&L, dated July 1,
1999 - Incorporated by reference to Exhibit 4-B-44,
Registration No. 333-88783.
4-A-45 -- Fifty-third Supplemental Indenture of JCP&L, dated November 1,
1999 - Incorporated by reference to Exhibit 4-A-45, 1999 Annual
Report on Form 10-K, SEC File No. 1-3141.
4-A-46 -- Subordinated Debenture Indenture of JCP&L, dated May 1, 1995 -
Incorporated by reference to Exhibit A-8(a), Certificate
Pursuant to Rule 24, SEC File No. 70-8495.
4-A-47 -- Fifty-fourth Supplemental Indenture of JCP&L, dated November 7,
2001.
4-B -- Indenture of Met-Ed, dated November 1, 1944, between Met-Ed and
United States Trust Company of New York, Successor Trustee, as
amended and supplemented by fourteen supplemental indentures
dated February 1, 1947 through May 1, 1960 - Incorporated by
reference to Met-Ed's Instruments of Indebtedness Nos. 1 to 14
inclusive, and 16, filed as part of Amendment No. 1 to 1959
Annual Report of GPU on Form U5S, SEC File Nos. 30-126 and
1-3292.
4-B-1 -- Supplemental Indenture of Met-Ed, dated December 1, 1962 -
Incorporated by reference to Exhibit 2-E(1), Registration No.
2-59678.
4-B-2 -- Supplemental Indenture of Met-Ed, dated March 20, 1964 -
Incorporated by reference to Exhibit 2-E(2), Registration No.
2-59678.
4-B-3 -- Supplemental Indenture of Met-Ed, dated July 1, 1965 -
Incorporated by reference to Exhibit 2-E(3), Registration No.
2-59678.
4-B-4 -- Supplemental Indenture of Met-Ed, dated June 1, 1966 -
Incorporated by reference to Exhibit 2-B-4, Registration No.
2-24883.
4-B-5 -- Supplemental Indenture of Met-Ed, dated March 22, 1968 -
Incorporated by reference to Exhibit 4-C-5, Registration No.
2-29644.
4-B-6 -- Supplemental Indenture of Met-Ed, dated September 1, 1968 -
Incorporated by reference to Exhibit 2-E(6), Registration No.
2-59678.
53
Exhibit
Number
------
4-B-7 -- Supplemental Indenture of Met-Ed, dated August 1, 1969 -
Incorporated by reference to Exhibit 2-E(7), Registration
No. 2-59678.
4-B-8 -- Supplemental Indenture of Met-Ed, dated November 1, 1971 -
Incorporated by reference to Exhibit 2-E(8), Registration No.
2-59678.
4-B-9 -- Supplemental Indenture of Met-Ed, dated May 1, 1972 -
Incorporated by reference to Exhibit 2-E(9), Registration No.
2-59678.
4-B-10 -- Supplemental Indenture of Met-Ed, dated December 1, 1973 -
Incorporated by reference to Exhibit 2-E(10), Registration No.
2-59678.
4-B-11 -- Supplemental Indenture of Met-Ed, dated October 30, 1974 -
Incorporated by reference to Exhibit 2-E(11), Registration No.
2-59678.
4-B-12 -- Supplemental Indenture of Met-Ed, dated October 31, 1974 -
Incorporated by reference to Exhibit 2-E(12), Registration No.
2-59678.
4-B-13 -- Supplemental Indenture of Met-Ed, dated March 20, 1975 -
Incorporated by reference to Exhibit 2-E(13), Registration No.
2-59678.
4-B-14 -- Supplemental Indenture of Met-Ed, dated September 25, 1975 -
Incorporated by reference to Exhibit 2-E(15), Registration No.
2-59678.
4-B-15 -- Supplemental Indenture of Met-Ed, dated January 12, 1976 -
Incorporated by reference to Exhibit 2-E(16), Registration No.
2-59678.
4-B-16 -- Supplemental Indenture of Met-Ed, dated March 1, 1976 -
Incorporated by reference to Exhibit 2-E(17), Registration No.
2-59678.
4-B-17 -- Supplemental Indenture of Met-Ed, dated September 28, 1977 -
Incorporated by reference to Exhibit 2-E(18), Registration No.
2-62212.
4-B-18 -- Supplemental Indenture of Met-Ed, dated January 1, 1978 -
Incorporated by reference to Exhibit 2-E(19), Registration No.
2-62212.
4-B-19 -- Supplemental Indenture of Met-Ed, dated September 1, 1978 -
Incorporated by reference to Exhibit 4-A(19), Registration No.
33-48937.
4-B-20 -- Supplemental Indenture of Met-Ed, dated June 1, 1979 -
Incorporated by reference to Exhibit 4-A(20), Registration No.
33-48937.
4-B-21 -- Supplemental Indenture of Met-Ed, dated January 1, 1980 -
Incorporated by reference to Exhibit 4-A(21), Registration No.
33-48937.
4-B-22 -- Supplemental Indenture of Met-Ed, dated September 1, 1981 -
Incorporated by reference to Exhibit 4-A(22), Registration No.
33-48937.
4-B-23 -- Supplemental Indenture of Met-Ed, dated September 10, 1981 -
Incorporated by reference to Exhibit 4-A(23), Registration No.
33-48937.
4-B-24 -- Supplemental Indenture of Met-Ed, dated December 1, 1982 -
Incorporated by reference to Exhibit 4-A(24), Registration No.
33-48937.
4-B-25 -- Supplemental Indenture of Met-Ed, dated September 1, 1983 -
Incorporated by reference to Exhibit 4-A(25), Registration No.
33-48937.
4-B-26 -- Supplemental Indenture of Met-Ed, dated September 1, 1984 -
Incorporated by reference to Exhibit 4-A(26), Registration No.
33-48937.
4-B-27 -- Supplemental Indenture of Met-Ed, dated March 1, 1985 -
Incorporated by reference to Exhibit 4-A(27), Registration No.
33-48937.
54
Exhibit
Number
------
4-B-28 -- Supplemental Indenture of Met-Ed, dated September 1, 1985 -
Incorporated by reference to Exhibit 4-A(28), Registration No.
33-48937.
4-B-29 -- Supplemental Indenture of Met-Ed, dated June 1, 1988 -
Incorporated by reference to Exhibit 4-A(29), Registration No.
33-48937.
4-B-30 -- Supplemental Indenture of Met-Ed, dated April 1, 1990 -
Incorporated by reference to Exhibit 4-A(30), Registration No.
33-48937.
4-B-31 -- Amendment dated May 22, 1990 to Supplemental Indenture of
Met-Ed, dated April 1, 1990 - Incorporated by reference to
Exhibit 4-A(31), Registration No. 33-48937.
4-B-32 -- Supplemental Indenture of Met-Ed, dated September 1, 1992 -
Incorporated by reference to Exhibit 4-A(32)(a), Registration
No. 33-48937.
4-B-33 -- Supplemental Indenture of Met-Ed, dated December 1, 1993 -
Incorporated by reference to Exhibit C-58, 1993 Annual Report
of GPU on Form U5S, SEC File No. 30-126.
4-B-34 -- Supplemental Indenture of Met-Ed, dated July 15, 1995 -
Incorporated by reference to Exhibit 4-B-35, 1995 Annual Report
on Form 10-K, SEC File No. 1-446.
4-B-35 -- Supplemental Indenture of Met-Ed, dated August 15, 1996 -
Incorporated by reference to Exhibit 4-B-35, 1996 Annual Report
on Form 10-K, SEC File No. 1-446.
4-B-36 -- Supplemental Indenture of Met-Ed, dated May 1, 1997 -
Incorporated by reference to Exhibit 4-B-36, 1997 Annual Report
on Form 10-K, SEC File No. 1-446.
4-B-37 -- Supplemental Indenture of Met-Ed, dated July 1, 1999 -
Incorporated by reference to Exhibit 4-B-38, 1999 Annual Report
on Form 10-K, SEC File No. 1-446.
4-B-38 -- Indenture between Met-Ed and United States Trust Company of New
York, dated May 1, 1999 - Incorporated by reference to Exhibit
A-11(a), Certificate Pursuant to Rule 24, SEC File No. 70-9329.
4-B-39 -- Senior Note Indenture between Met-Ed and United States Trust
Company of New York, dated July 1, 1999 Incorporated by
reference to Exhibit C-154 to GPU, Inc.'s Annual Report on Form
U5S for the year 1999, SEC File No. 30-126.
4-B-40 -- First Supplemental Indenture between Met-Ed and United States
Trust Company of New York, dated August 1, 2000 - Incorporated
by reference to Exhibit 4-A, June 30, 2000 Quarterly Report on
Form 10-Q, SEC File No. 1-446.
4-B-41 -- Supplemental Indenture of Met-Ed, dated May 1, 2001.
(A) 4-B-42 -- Supplemental Indenture of Met-Ed, dated March 1,2003.
4-C -- Mortgage and Deed of Trust of Penelec, dated January 1, 1942,
between Penelec and United States Trust Company of New York,
Successor Trustee, and indentures supplemental thereto dated
March 7, 1942 through May 1, 1960 - Incorporated by reference
to Penelec's Instruments of Indebtedness Nos. 1-20, inclusive,
filed as a part of Amendment No. 1 to 1959 Annual Report of GPU
on Form U5S, SEC File Nos. 30-126 and 1-3292.
4-C-1 -- Supplemental Indentures to Mortgage and Deed of Trust of
Penelec, dated May 1, 1961 through December 1, 1977 -
Incorporated by reference to Exhibit 2-D(1) to 2-D(19),
Registration No. 2-61502.
4-C-2 -- Supplemental Indenture of Penelec, dated June 1, 1978 -
Incorporated by reference to Exhibit 4-A(2), Registration No.
33-49669.
4-C-3 -- Supplemental Indenture of Penelec, dated June 1, 1979 -
Incorporated by reference to Exhibit 4-A(3), Registration No.
33-49669.
55
Exhibit
Number
------
4-C-4 -- Supplemental Indenture of Penelec, dated September 1, 1984 -
Incorporated by reference to Exhibit 4-A(4), Registration No.
33-49669.
4-C-5 -- Supplemental Indenture of Penelec, dated December 1, 1985 -
Incorporated by reference to Exhibit 4-A(5), Registration No.
33-49669.
4-C-6 -- Supplemental Indenture of Penelec, dated December 1, 1986 -
Incorporated by reference to Exhibit 4-A(6), Registration No.
33-49669.
4-C-7 -- Supplemental Indenture of Penelec, dated May 1, 1989 -
Incorporated by reference to Exhibit 4-A(7), Registration No.
33-49669.
4-C-8 -- Supplemental Indenture of Penelec, dated December 1, 1990 -
Incorporated by reference to Exhibit 4-A(8), Registration No.
33-45312.
4-C-9 -- Supplemental Indenture of Penelec, dated March 1, 1992 -
Incorporated by reference to Exhibit 4-A(9), Registration No.
33-45312.
4-C-10 -- Supplemental Indenture of Penelec, dated June 1, 1993 -
Incorporated by reference to Exhibit C-73, 1993 Annual Report
of GPU on Form U5S, SEC File No. 30-126.
4-C-11 -- Supplemental Indenture of Penelec, dated November 1, 1995 -
Incorporated by reference to Exhibit 4-C-11, 1995 Annual Report
on Form 10-K, SEC File No.1-3522.
4-C-12 -- Supplemental Indenture of Penelec, dated August 15, 1996 -
Incorporated by reference to Exhibit 4-C-12, 1996 Annual Report
on Form 10-K, SEC File No. 1-3522.
4-C-13 -- Senior Note Indenture between Penelec and United States Trust
Company of New York, dated April 1, 1999 - Incorporated by
reference to Exhibit 4-C-13, 1999 Annual Report on Form 10-K,
SEC File No. 1-3522.
4-C-14 -- Indenture between Penelec and United States Trust Company of
New York, dated June 1, 1999 - Incorporated by reference to
No. 70-9327.
4-C-15 -- First Supplemental Indenture between Penelec and United States
Trust Company of New York, dated August 1, 2000 - Incorporated
by reference to Exhibit 4-B, June 30, 2000 Quarterly Report on
Form 10-Q, SEC File No. 1-3522.
4-C-16 -- Supplemental Indenture of Penelec, dated May 1, 2001.
4-C-17 -- Supplemental Indenture No. 1 of Penelec, dated May 1, 2001.
4-D -- Amended and Restated Limited Partnership Agreement of JCP&L
Capital, L.P., dated May 11, 1995 - Incorporated by reference
to Exhibit A-5(a), Certificate Pursuant to Rule 24, SEC File
No. 70-8495.
4-E -- Action Creating Series A Preferred Securities of JCP&L Capital,
L.P., dated May 11, 1995 - Incorporated by reference to Exhibit
A-6(a), Certificate Pursuant to Rule 24, SEC File No. 70-8495.
4-F -- Payment and Guarantee Agreement of JCP&L, dated May 18, 1995 -
Incorporated by reference to Exhibit B-1(a), Certificate
Pursuant to Rule 24, SEC File No. 70-8495.
4-G -- Payment and Guarantee Agreement of Met-Ed, dated May 28, 1999 -
Incorporated by reference to Exhibit B-1(a), Certificate
Pursuant to Rule 24, SEC No. 70-9329.
4-H -- Amendment No. 1 to Payment and Guarantee Agreement of Met-Ed,
dated November 23, 1999 - Incorporated by reference to Exhibit
4-H, 1999 Annual Report on Form 10-K, SEC File No. 1-446.
4-I -- Payment and Guarantee Agreement of Penelec, dated June 16, 1999
- Incorporated by reference to Exhibit B-1(a), Certificate
Pursuant to Rule 24, SEC File No. 70-9327.
56
Exhibit
Number
------
4-J -- Amendment No. 1 to Payment and Guarantee Agreement of Penelec,
dated November 23, 1999 - Incorporated by reference to Exhibit
4-J, 1999 Annual Report on Form 10-K, SEC File No. 1-3522.
* 10-A -- Deferred Remuneration Plan for Outside Directors of Jersey
Central Power & Light Company, as amended and restated
effective August 8, 2000. (2000 Form 10-K, Exhibit 10-H, File
No. 1-3141, Jersey Central Power & Light Company.)
10-B -- Form of Amendment, effective November 7, 2001, to Deferred
Remuneration Plan for Outside Directors of Jersey Central Power
and Light Company.
(A) 12.6 -- Consolidated fixed charge ratios - JCP&L.
(A) 12.7 -- Consolidated fixed charge ratios - Met-Ed.
(A) 12.8 -- Consolidated fixed charge ratios - Penelec.
(A) 13.5 -- JCP&L 2003 Annual Report to Stockholders (Only those portions
expressly incorporated by reference in this Form 10-K are to be
deemed "filed" with SEC.)
(A) 13.6 -- Met-Ed 2003 Annual Report to Stockholders (Only those portions
expressly incorporated by reference in this Form 10-K are to be
deemed "filed" with SEC.)
(A) 13.7 -- Penelec 2003 Annual Report to Stockholders (Only those portions
expressly incorporated by reference in this Form 10-K are to be
deemed "filed" with SEC.)
(A) 21.4 -- List of Subsidiaries of JCP&L at December 31, 2003.
(A) 21.5 -- List of Subsidiaries of Met-Ed at December 31, 2003.
(A) 21.6 -- List of Subsidiaries of Penelec at December 31, 2003.
(A) 23.3 - Consent of Independent Accountants - Penelec.
(A) 31.2 - Certification of chief financial officer, as adopted pursuan
t to Rule 13a-15(e)/15d-15(e).
(A) 31.3 - Certification of chief executive officer, as adopted pursuant
to Rule 13a-15(e)/15d-15(e).
(A) 32.2 - Certification of chief executive officer and chief financial
officer, pursuant to 18 U.S.C. Section 1350.
(A) Provided here in electronic format as an exhibit.
(b) Reports on Form 8-K
FirstEnergy-
FirstEnergy filed the following eight reports on Form 8-K since
September 30, 2003: A report dated November 13, 2003 reported the announcement
of a settlement agreement of FirstEnergy's claim against NRG Energy for the
cancellation of a generating plants sale. A report dated November 21, 2003
reported FirstEnergy received a subpoena for Davis-Besse related matters. A
report dated December 22, 2003 reported FirstEnergy Chief Executive Officer H.
Peter Burg on extended medical leave. A report dated December 23, 2003 reported
Standard and Poor's lowers credit ratings for FirstEnergy and subsidiaries. A
report dated January 13, 2004 reported FirstEnergy Chief Executive Officer H.
Peter Burg passed away. A report dated January 20, 2004 reported Anthony J.
Alexander elected as FirstEnergy Chief Executive Officer and George M. Smart
elected as FirstEnergy Chairman of the Board of Directors. A report dated
February 9, 2004 reported Moody's lowered debt ratings for FirstEnergy and
subsidiaries. A report dated March 8, 2004 reported that FirstEnergy began
Davis-Besse restart with NRC authorization.
57
OE
OE filed the following five reports on Form 8-K since September 30,
2003: A report dated December 22, 2003 reported FirstEnergy Chief Executive
Officer H. Peter Burg on extended medical leave. A report dated December 23,
2003 reported Standard and Poor's lowers credit ratings for FirstEnergy and
subsidiaries. A report dated January 13, 2004 reported FirstEnergy Chief
Executive Officer H. Peter Burg passed away. A report dated January 20, 2004
reported Anthony J. Alexander elected as FirstEnergy Chief Executive Officer and
George M. Smart elected as FirstEnergy Chairman of the Board of Directors. A
report dated February 9, 2004 reported Moody's lowered debt ratings for
FirstEnergy and subsidiaries.
CEI and TE
CEI and TE each filed the following nine reports on Form 8-K since
September 30, 2003: A report dated October 21, 2003 reported the filing of a
proposed rate stabilization plan with the PUCO. A report dated November 13, 2003
reported the announcement of a settlement agreement of FirstEnergy's claim
against NRG Energy for the cancellation of a generating plants sale. A report
dated November 21, 2003 reported FirstEnergy received a subpoena for Davis-Besse
related matters. A report dated December 22, 2003 reported FirstEnergy Chief
Executive Officer H. Peter Burg on extended medical leave. A report dated
December 23, 2003 reported Standard and Poor's lowers credit ratings for
FirstEnergy and subsidiaries. A report dated January 13, 2004 reported
FirstEnergy Chief Executive Officer H. Peter Burg passed away. A report dated
January 20, 2004 reported Anthony J. Alexander elected as FirstEnergy Chief
Executive Officer and George M. Smart elected as FirstEnergy Chairman of the
Board of Directors. A report dated February 9, 2004 reported Moody's lowered
debt ratings for FirstEnergy and subsidiaries. A report dated March 8, 2004
reported that FirstEnergy began Davis-Besse restart with NRC authorization.
Penn, JCP&L, Met-Ed and Penelec
Penn, JCP&L, Met-Ed and Penelec filed the following five reports on
Form 8-K since September 30, 2003: A report dated December 22, 2003 reported
Chief Executive Officer H. Peter Burg on extended medical leave. A report dated
December 23, 2003 reported Standard and Poor's lowers credit ratings for
FirstEnergy and subsidiaries. A report dated January 13, 2004 reported
FirstEnergy Chief Executive Officer H. Peter Burg passed away. A report dated
January 20, 2004 reported Anthony J. Alexander elected as FirstEnergy Chief
Executive Officer and George M. Smart elected as FirstEnergy Chairman of the
Board of Directors. A report dated February 9, 2004 reported Moody's lowered
debt ratings for FirstEnergy and subsidiaries.
58
Report of Independent Auditors on
Financial Statement Schedules
To the Stockholders and Board of Directors of FirstEnergy Corp.:
Our audits of the consolidated financial statements referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to Stockholders of
FirstEnergy Corp. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedules for the years ended December 31, 2003
and 2002 listed in Item 15(a)(2) of this Form 10-K. In our opinion, these
financial statement schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. The financial statement schedule of
FirstEnergy Corp. for the year ended December 31, 2001 was audited by other
independent auditors who have ceased operations. Those independent auditors
expressed an unqualified opinion on the financial statement schedule in their
report dated March 18, 2002.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
59
The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of FirstEnergy Corp.:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in FirstEnergy
Corp.'s Annual Report to Stockholders incorporated by reference in this Form
10-K and have issued our report thereon dated March 18, 2002. Our audit was made
for the purpose of forming an opinion on those statements taken as a whole. The
schedule of consolidated valuation and qualifying accounts listed in Item 14 is
the responsibility of the Company's management and is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
60
Report of Independent Auditors on
Financial Statement Schedules
To the Stockholders and Board of Directors of Ohio Edison Company:
Our audits of the consolidated financial statements referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to Stockholders of
Ohio Edison Company (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedules for the years ended December 31, 2003
and 2002 listed in Item 15(a)(2) of this Form 10-K. In our opinion, these
financial statement schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. The financial statement schedule of Ohio
Edison Company for the year ended December 31, 2001 was audited by other
independent auditors who have ceased operations. Those independent auditors
expressed an unqualified opinion on the financial statement schedule in their
report dated March 18, 2002.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
61
The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Ohio Edison Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Ohio Edison
Company's Annual Report to Stockholders incorporated by reference in this Form
10-K and have issued our report thereon dated March 18, 2002. Our audit was made
for the purpose of forming an opinion on those statements taken as a whole. The
schedule of consolidated valuation and qualifying accounts listed in Item 14 is
the responsibility of the Company's management and is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
62
Report of Independent Auditors on
Financial Statement Schedules
To the Stockholders and Board of Directors of
The Cleveland Electric Illuminating Company:
Our audits of the consolidated financial statements referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to Stockholders of
The Cleveland Electric Illuminating Company (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedules listed in Item
15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
63
Report of Independent Auditors on
Financial Statement Schedules
To the Stockholders and Board of Directors of
The Toledo Edison Company:
Our audits of the consolidated financial statements referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to Stockholders of
The Toledo Edison Company (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the financial statement schedules listed in Item 15(a)(2) of this
Form 10-K. In our opinion, these financial statement schedules present fairly,
in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
64
Report of Independent Auditors on
Financial Statement Schedules
To the Stockholders and Board of Directors of Pennsylvania Power Company:
Our audits of the financial statements referred to in our report dated February
25, 2004 appearing in the 2003 Annual Report to Stockholders of Pennsylvania
Power Company (which report and financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedules for the years ended December 31, 2003 and 2002
listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial
statement schedules present fairly, in all material respects, the information
set forth therein when read in conjunction with the related financial
statements. The financial statement schedule of Pennsylvania Power Company for
the year ended December 31, 2001 was audited by other independent auditors who
have ceased operations. Those independent auditors expressed an unqualified
opinion on the financial statement schedule in their report dated March 18,
2002.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
65
The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Pennsylvania Power Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, 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 March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of valuation and qualifying accounts listed in Item 14 is the responsibility of
the Company's management and is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
66
Report of Independent Auditors on
Financial Statement Schedules
To the Stockholders and Board of Directors of
Jersey Central Power & Light Company:
Our audits of the consolidated financial statements referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to Stockholders of
Jersey Central Power & Light Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedules for the years ended
December 31, 2003 and 2002 listed in Item 15(a)(2) of this Form 10-K. In our
opinion, these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. The financial statement schedule of
Jersey Central Power & Light Company for the year ended December 31, 2001 was
audited by other independent auditors who have ceased operations. Those
independent auditors expressed an unqualified opinion on the financial statement
schedule in their report dated March 18, 2002.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
67
The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Jersey Central Power &
Light Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods from January 1, 2001 to November 6, 2001 and from November 7,
2001 to December 31, 2001, included in Jersey Central Power & Light Company's
Annual Report to Stockholders incorporated by reference in this Form 10-K and
have issued our report thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of consolidated valuation and qualifying accounts listed in Item 14 is the
responsibility of the Company's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole. The consolidated financial statements as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000, together with the related information included in this schedule, were
audited by other auditors whose report dated January 31, 2001, expressed an
unqualified opinion.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
68
Report of Independent Auditors on
Financial Statement Schedules
To the Stockholders and Board of Directors of
Metropolitan Edison Company:
Our audits of the consolidated financial statements referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to Stockholders of
Metropolitan Edison Company (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the financial statement schedules for the years ended December 31,
2003 and 2002 listed in Item 15(a)(2) of this Form 10-K. In our opinion, these
financial statement schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. The financial statement schedule of
Metropolitan Edison Company for the year ended December 31, 2001 was audited by
other independent auditors who have ceased operations. Those independent
auditors expressed an unqualified opinion on the financial statement schedule in
their report dated March 18, 2002.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
69
The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Metropolitan Edison Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods from January 1, 2001 to November 6, 2001 and from November 7,
2001 to December 31, 2001, included in Metropolitan Edison Company's Annual
Report to Stockholders incorporated by reference in this Form 10-K and have
issued our report thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of consolidated valuation and qualifying accounts listed in Item 14 is the
responsibility of the Company's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole. The consolidated financial statements as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000, together with the related information included in this schedule, were
audited by other auditors whose report dated January 31, 2001, expressed an
unqualified opinion.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
70
Report of Independent Auditors on
Financial Statement Schedules
To the Stockholders and Board of Directors of
Pennsylvania Electric Company:
Our audits of the consolidated financial statements referred to in our report
dated February 25, 2004 appearing in the 2003 Annual Report to Stockholders of
Pennsylvania Electric Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedules for the years ended
December 31, 2003 and 2002 listed in Item 15(a)(2) of this Form 10-K. In our
opinion, these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. The financial statement schedule of
Pennsylvania Electric Company for the year ended December 31, 2001 was audited
by other independent auditors who have ceased operations. Those independent
auditors expressed an unqualified opinion on the financial statement schedule in
their report dated March 18, 2002.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
71
The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Pennsylvania Electric Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods from January 1, 2001 to November 6, 2001 and from November 7,
2001 to December 31, 2001, included in Pennsylvania Electric Company's Annual
Report to Stockholders incorporated by reference in this Form 10-K and have
issued our report thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of consolidated valuation and qualifying accounts listed in Item 14 is the
responsibility of the Company's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole. The consolidated financial statements as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000, together with the related information included in this schedule, were
audited by other auditors whose report dated January 31, 2001, expressed an
unqualified opinion.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
72
SCHEDULE II
FIRSTENERGY CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Additions
---------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- ---------- ---------- -------
(In thousands)
Year Ended December 31, 2003:
Accumulated provision for
uncollectible accounts - customers......... $ 52,514 $63,535 $15,966 (a) $81,768 (c) $ 50,247
========= ======= ======= ======= =========
- other............. $ 12,851 $ 6,516 $10,002 (a) $11,086 $ 18,283
========= ======= ======= ======= =========
Loss carryforward
tax valuation reserve...................... $ 482,061 $29,575 $50,503 $91,326 (d) $ 470,813
========= ======= ======= ======= =========
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts - customers......... $ 65,358 $43,601 $ 5,637 (a) $62,082(c) $ 52,514
========= ======= ======== ======= =========
- other............. $ 7,947 $ 4,316 $ 4,089 $ 3,501 $ 12,851
========= ======= ======= ======= =========
Loss carryforward
tax valuation reserve...................... $ 459,170 $17,500 $ 5,391 $ -- $482,061
========= ======= ======== ======= ========
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts - customers......... $ 32,251 $27,805 $ 41,071(a)(b) $35,769(c) $ 65,358
========= ======= ======== ======= =========
- other............. $ 4,035 $3,912 $ -- $ -- $ 7,947
========= ======= ======== ======= =========
Loss carryforward
tax valuation reserve (Unaudited).......... $ -- $ -- $459,170 $ -- $ 459,170
========= ======= ======== ======= =========
---------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents amount assumed from the former GPU companies as of November 7, 2001, the effective date of the merger.
(c) Represents the write-off of accounts considered to be uncollectible.
(d) Includes a reclassification of a valuation allowance to a contingent liability.
73
SCHEDULE II
OHIO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Additions
---------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In thousands)
Year Ended December 31, 2003:
Accumulated provision for
uncollectible accounts - customers...... $ 5,240 $18,157 $4,384 (a) $19,034 (b) $ 8,747
======== ======= ====== ======= =======
- other.......... $ 1,000 $ 1,282 $ -- $ -- $ 2,282
======== ======= ====== ======= =======
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts - customers...... $ 4,522 $12,792 $2,777(a) $14,851 $ 5,240
======== ======= ====== ======= =======
- other.......... $ 1,000 $ -- $ -- $ -- $ 1,000
======== ======= ====== ======= =======
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts - customers...... $ 11,777 $16,460 $2,401(a) $26,116 $ 4,522
======== ======= ====== ======= =======
- other.......... $ 1,000 $ -- $ -- $ -- $ 1,000
======== ======= ====== ======= =======
--------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
74
SCHEDULE II
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Additions
---------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- --------- ---------- -------
(In thousands)
Year Ended December 31, 2003:
Accumulated provision for
uncollectible accounts.................. $1,015 $ 765 $ -- $ 15 $1,765
====== ======= ====== ===== ======
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts.................. $1,015 $ -- $ -- $ -- $1,015
====== ========== ====== ====== ======
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts.................. $1,000 $ 15 $ -- $ -- $1,015
====== ======== ====== ====== ======
75
SCHEDULE II
THE TOLEDO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Additions
---------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
--------- --------- -------- ---------- --------
(In thousands)
Year Ended December 31, 2003:
Accumulated provision for
uncollectible accounts.................. $ 2 $1,160 $ 712 (c) $ 1,840 (c) $ 34
======== ====== ======= ======= ========
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts.................. $ 2 $ -- $ -- $ -- $ 2
======== ====== ======= ======= ========
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts.................. $ -- $ 2 $ -- $ -- $ 2
======== ====== ======= ======= ========
--------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
76
SCHEDULE II
PENNSYLVANIA POWER COMPANY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Additions
-----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
--------- --------- --------- ---------- -------
(In thousands)
Year Ended December 31, 2003:
Accumulated provision for
uncollectible accounts - customers...... $ 702 $1,931 $ 664(a) $2,528 $ 769
======== ====== ====== ====== =======
- other.......... $ -- $ 102 $ -- $ -- $ 102
======== ====== ====== ====== =======
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts - customers...... $ 619 $1,808 $ 333 (a) $2,058(b) $ 702
====== ====== ===== ====== =====
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts - customers...... $ 628 $1,172 $ 311 (a) $1,492(b) $ 619
====== ====== ===== ====== =====
--------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
77
SCHEDULE II
JERSEY CENTRAL POWER & LIGHT COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Additions
---------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In thousands)
Year Ended December 31, 2003:
Accumulated provision for
uncollectible accounts - customers...... $ 4,509 $ 7,867 $2,991 (a) $11,071(b) $ 4,296
======== ======== ====== ====== =======
- other.......... $ -- $ 1,183 $ -- $ -- $ 1,183
======== ======== ====== ======= =======
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts - customers...... $ 12,923 $ 9,057 $1,305 (a) $18,776(b) $ 4,509
======== ======== ====== ======= =======
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts - customers
Nov. 7-Dec. 31, 2001 $ 12,858 $ 1,869 $ 57 (a) $ 1,861(b) $12,923
======== ======== ======== ======= =======
Jan. 1-Nov. 6, 2001 $ 21,479 $ 390 $1,778 (a) $10,789(b) $12,858
======== ======== ====== ======= =======
--------------------
() Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
78
SCHEDULE II
METROPOLITAN EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Additions
---------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
--------- --------- -------- ---------- -------
(In thousands)
Year Ended December 31, 2003:
Accumulated provision for
uncollectible accounts - customers...... $ 4,810 $ 8,617 $4,595 (a) $13,079(b) $ 4,943
======= ======= ====== ======= ========
- other.......... $ -- $ 68 $ -- $ -- $ 68
======= ======= ====== ======= ========
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts - customers...... $12,271 $ 3,332 $ 851 (a) $11,644(b) $ 4,810
======= ======= ====== ======= ========
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts - customers
Nov. 7-Dec. 31, 2001 $11,244 $ 2,669 $ 78 (a) $ 1,720(b) $ 12,271
======= ======= ====== ======= ========
____________________________________________________________________________________________________________________
Jan. 1-Nov. 6, 2001 $13,004 $ 7,354 $ 743 (a) $ 9,857(b) $ 11,244
======= ======= ====== ======= ========
--------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
79
SCHEDULE II
PENNSYLVANIA ELECTRIC COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Additions
---------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
--------- --------- --------- ---------- --------
(In thousands)
Year Ended December 31, 2003:
Accumulated provision for
uncollectible accounts - customers...... $ 6,216 $ 9,287 $3,995 (a) $13,665(b) $ 5,833
======== ======== ====== ======= ========
- other.......... $ -- $ 399 $ -- $ -- $ 399
======== ======== ====== ======= ========
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts - customers...... $ 14,719 $ 2,991 $ 704 (a) $12,198(b) $ 6,216
======== ======== ====== ======= ========
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts - customers
Nov. 7-Dec. 31, 2001 $ 13,509 $ 3,686 $ 83 (a) $ 2,559(b) $ 14,719
======== ======== ====== ======= ========
--------------------------------------------------------------------------------------------------------------------
Jan. 1-Nov. 6, 2001 $ 14,851 $ 10,833 $1,069 (a) $13,244(b) $ 13,509
======== ======= ====== ======= ========
--------------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
80
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRSTENERGY CORP.
BY /s/ Anthony J. Alexander
----------------------------------------
Anthony J. Alexander
President and Chief Executive Officer
Date: March 15, 2004
81
SIGNATURES
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/George M. Smart /s/Anthony J. Alexander
-------------------------------- ---------------------------------------
George M. Smart Anthony J. Alexander
Chairman of the Board President and Chief Executive Officer
and Director (Principal
Executive Officer)
/s/Richard H. Marsh /s/Harvey L. Wagner
-------------------------------- ---------------------------------------
Richard H. Marsh Harvey L. Wagner
Senior Vice President and Vice President, Controller and
Chief Financial Officer Chief Accounting Officer
(Principal Financial Officer) (Principal Accounting Officer)
/s/Paul T. Addison
-------------------------------- ---------------------------------------
Paul T. Addison Robert N. Pokewaldt
Director Director
/s/William T. Cottle /s/Paul J. Powers
-------------------------------- ---------------------------------------
William T. Cottle Paul J. Powers
Director Director
/s/Carol A. Cartwright /s/Catherine A. Rein
-------------------------------- ---------------------------------------
Carol A. Cartwright Catherine A. Rein
Director Director
/s/Robert B. Heisler, Jr. /s/Robert C. Savage
-------------------------------- ---------------------------------------
Robert B. Heisler, Jr. Robert C. Savage
Director Director
/s/Robert L. Loughhead /s/Jesse T. Williams, Sr.
-------------------------------- ---------------------------------------
Robert L. Loughhead Jesse T. Williams, Sr.
Director Director
/s/Russell W. Maier /s/Patricia K. Woolf
-------------------------------- ---------------------------------------
Russell W. Maier Patricia K. Woolf
Director Director
--------------------------------
/s/John M. Pietruski
John M. Pietruski
Director
Date: March 15, 2004
82
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
OHIO EDISON COMPANY
BY /s/ Anthony J. Alexander
-----------------------------
Anthony J. Alexander
President
Date: March 15, 2004
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/ Anthony J. Alexander /s/Richard H. Marsh
----------------------------------- ---------------------------------------
Anthony J. Alexander Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Leila L. Vespoli
----------------------------------- ---------------------------------------
Harvey L. Wagner Leila L. Vespoli
Vice President and Controller Senior Vice President and Director
(Principal Accounting Officer)
Date: March 15, 2004
83
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE CLEVELAND ELECTRIC
ILLUMINATING COMPANY
BY /s/ Anthony J. Alexander
----------------------------
Anthony J. Alexander
President
Date: March 15, 2004
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/ Anthony J. Alexander /s/Richard H. Marsh
---------------------------------- ---------------------------------------
Anthony J. Alexander Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Leila L. Vespoli
---------------------------------- ------------------------------------
Harvey L. Wagner Leila L. Vespoli
Vice President and Controller Senior Vice President and Director
(Principal Accounting Officer)
Date: March 15, 2004
84
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE TOLEDO EDISON COMPANY
BY /s/ Anthony J. Alexander
--------------------------
Anthony J. Alexander
President
Date: March 15, 2004
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/ Anthony J. Alexander /s/Richard H. Marsh
---------------------------------- -------------------------------------
Anthony J. Alexander Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Leila L. Vespoli
---------------------------------- -------------------------------------
Harvey L. Wagner Leila L. Vespoli
Vice President and Controller Senior Vice President and Director
(Principal Accounting Officer)
Date: March 15, 2004
85
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.
JERSEY CENTRAL POWER & LIGHT COMPANY
BY /s/ Stephen E. Morgan
--------------------------------
Stephen E. Morgan
President
Date: March 15, 2004
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/ Stephen E. Morgan s/Richard H. Marsh
---------------------------------- ---------------------------------------
Stephen E. Morgan Richard H. Marsh
President and Director Senior Vice President
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Leila L. Vespoli
---------------------------------- ---------------------------------------
Harvey L. Wagner Leila L. Vespoli
Vice President and Controller Senior Vice President and Director
(Principal Accounting Officer)
/s/ Charles E. Jones /s/Stanley C. Van Ness
---------------------------------- ---------------------------------------
Charles E. Jones Stanley C. Van Ness
Director Director
/s/ Gelorma E. Persson /s/Mark A. Julian
---------------------------------- ---------------------------------------
Gelorma E. Persson Mark A. Julian
Director Director
----------------------------------
/s/ Bradley S. Ewing
Bradley S. Ewing
Director
Date: March 15, 2004
86
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.
METROPOLITAN EDISON COMPANY
BY /s/ Anthony J. Alexander
-----------------------------
Anthony J. Alexander
President
Date: March 15, 2004
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/ Anthony J. Alexander /s/Richard H. Marsh
----------------------------------- --------------------------------------
Anthony J. Alexander Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Leila L. Vespoli
----------------------------------- --------------------------------------
Harvey L. Wagner Leila L. Vespoli
Vice President and Controller Senior Vice President and Director
(Principal Accounting Officer)
Date: March 15, 2004
87
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 ELECTRIC COMPANY
BY /s/ Anthony J. Alexander
-------------------------------
Anthony J. Alexander
President
Date: March 15, 2004
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/ Anthony J. Alexander /s/Richard H. Marsh
---------------------------------- --------------------------------------
Anthony J. Alexander Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Leila L. Vespoli
---------------------------------- --------------------------------------
Harvey L. Wagner Leila L. Vespoli
Vice President and Controller Senior Vice President and Director
(Principal Accounting Officer)
Date: March 15, 2004
88
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/ Anthony J. Alexander
-------------------------------
Anthony J. Alexander
President
Date: March 15, 2004
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/ Anthony J. Alexander /s/Richard H. Marsh
------------------------------------- --------------------------------------
Anthony J. Alexander Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Leila L. Vespoli
------------------------------------- --------------------------------------
Harvey L. Wagner Leila L. Vespoli
Vice President and Controller Senior Vice President and Director
(Principal Accounting Officer)
Date: March 15, 2004
89