UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K10-K/A
(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, 20022003
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.
- ----------- -------------------------------------------------------------------------------- ------------------
AMENDMENT NO.1
--------------
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
Inc.
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 registrant:registrants: FirstEnergy Corp., $9,920,663,231$11,426,526,667 as of June
28, 2002;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 24, 200315, 2004
----- --------------------
FirstEnergy Corp., $0.10 par value 297,636,276329,836,276
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
-------- ----------------------------
PART OF FORM 10-K/A INTO WHICH
DOCUMENT DOCUMENT IS INCORPORTED
-------- ------------------------------
FirstEnergy Corp. Annual Report to Stockholders
for the fiscal year ended December 31, 2002 (Pages 6-53) Part II
Proxy Statement for 2003 Annual Meeting of Stockholders
to be held May 20, 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-K10-K/A 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.
EXPLANATORY NOTE
----------------
Item 9A is being amended to clarify that the respective Chief Executive
Officer and Chief Financial Officer of the registrants concluded that the
disclosure controls and procedures are effective, despite the material weakness
described, because measures were taken to correct the weakness during the fourth
quarter of 2003.
FORM 10-K10-K/A
TABLE OF CONTENTS
Page
----
Part I
Item 1. Business................................................. 1Business..................................................... *
The Company............................................... 1Company................................................ *
Divestitures-
International Operations................................ 2
Generating Assets....................................... 3Operations................................. *
Generation Assets........................................ *
Other Domestic Assets.................................... *
Risk Factors That May Affect Future Results................ *
Risks Related to Our Business............................ *
Risks Related to the Electric Utility Regulation........................................ 3Industry........... *
Utility Regulation......................................... *
PUCO Rate Matters....................................... 4Matters........................................ *
NJBPU Rate Matters...................................... 4Matters....................................... *
PPUC Rate Matters....................................... 5Matters........................................ *
FERC Rate Matters....................................... 6Matters........................................ *
Regulatory Accounting................................... 6Accounting.................................... *
Capital Requirements...................................... 7Requirements....................................... *
Met-Ed Capital Trust and Penelec Capital Trust............ 8Trust............. *
Nuclear Regulation........................................ 9Regulation......................................... *
Nuclear Insurance.........................................10Insurance.......................................... *
Environmental Matters.....................................10Matters...................................... *
Air Regulation..........................................10Regulation........................................... *
Waste Disposal........................................... *
Water Regulation........................................11
Waste Disposal..........................................11
Summary.................................................12Regulation......................................... *
Summary.................................................. *
Fuel Supply...............................................12Supply................................................ *
System Capacity and Reserves..............................13Reserves............................... *
Regional Reliability......................................13
Competition...............................................14Reliability....................................... *
Competition................................................ *
Research and Development..................................14Development................................... *
Executive Officers........................................15Officers......................................... *
FirstEnergy Website.......................................15Website........................................ *
Item 2. Properties..................................................16Properties................................................... *
Item 3. Legal Proceedings...........................................17Proceedings............................................ *
Item 4. Submission of Matters to a Vote of Security Holders................................................. 17Holders.......... *
Part II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters..................................... 17Matters............................ *
Item 6. Selected Financial Data.................................. 17Data...................................... *
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 17Operations.............. *
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.......................................... *
Item 8. Financial Statements and Supplementary Data.............. 17Data.................. *
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure..................... 18*
Item 9A. Controls and Procedures...................................... 23
Part III
Item 10. Directors and Executive Officers of the Registrant....... 18Registrant........... *
Item 11. Executive Compensation................................... 18Compensation....................................... *
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Shareholder Matters............... 18Matters............. *
Item 13. Certain Relationships and Related Transactions........... 18Transactions............... *
Item 14. ControlsPrincipal Accounting Fees and Procedures.................................. 18Services....................... *
Part IV
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K..................................... 19
PART 1
ITEM 1. BUSINESS
The Company
FirstEnergy Corp. was organized under8-K.................................... *
* Indicates 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)items that have not been revised and Pennsylvania Electric Company (Penelec). These utility subsidiaries are referred
to throughout as "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); GPU Capital, Inc.; and GPU Power, Inc. 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.; FirstEnergy Service Company (FECO); GPU Service, Inc. (GPUS); and
GPU Advanced Resources, Inc.
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 (Duquesne) and Allegheny Energy, Inc.
(Allegheny), 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
discussion on 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 it serves has a population of approximately
2.5 million.
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 transmission and distribution services in
eastern and south central Pennsylvania. The area it serves has a population of
approximately 1.1 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 vicinity.
FES was organized under the laws of the 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 is a natural gas pipeline company whose
subsidiaries include MARBEL HoldCo, Inc. a holding company having a 50%
ownership interest in Great Lakes Energy Partners, LLC, an oil and natural gas
exploration and production venture, and Northeast Ohio Natural Gas Corp., a
public utility that provides gas distribution and transportation services. GPU
Capital owns and operates electric distribution systems in foreign countries and
GPU Power owns and operates generation facilities in foreign countries. FECO and
GPUS provide legal, financial and other corporate support services to affiliated
FirstEnergy companies.
Divestitures
International Operations
FirstEnergy identified certain former GPU international operations
for divestiture within one year of its merger with GPU, Inc. on November 7,
2001. These operations constitute individual "lines of business" as defined in
Accounting Principles Board Opinion (APB) No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," with
physically and operationally separable activities. Application of Emerging
Issues Task Force (EITF) Issue No. 87-11, "Allocation of Purchase Price to
Assets to Be Sold," required that expected, pre-sale cash flows, including
incremental interest costs on related acquisition debt, of these operations be
considered part of the purchase price allocation. Accordingly, subsequent to the
merger date, results of operations and incremental interest costs related to
these international subsidiaries were not included in FirstEnergy's 2001
Consolidated Statements of Income. Additionally, assets and liabilities of these
international operations were segregated under separate captions on the
Consolidated Balance Sheet as of December 31, 2001 as "Assets Pending Sale" and
"Liabilities Related to Assets Pending Sale."
Upon completion of its merger with GPU, FirstEnergy accepted an
October 2001 offer from Aquila, Inc. (formerly UtiliCorp United) to purchase
Avon Energy Partners Holdings (Avon), FirstEnergy's wholly owned holding company
for Midlands Electricity plc, for $2.1 billion (including the assumption of $1.7
billion of debt). The transaction closed on May 8, 2002 and reflected the March
2002 modification of Aquila's initial offer such that Aquila acquired a 79.9
percent equity interest in Avon for approximately $1.9 billion (including the
assumption of $1.7 billion of debt). Proceeds to FirstEnergy were $155 million
in cash and a note receivable for approximately $87 million (representing the
present value of $19 million per year to be received over six years beginning in
2003) from Aquila for its 79.9 percent equity interest. FirstEnergy and Aquila
together own all of the outstanding shares of Avon through a jointly owned
subsidiary, with each company having a 50-percent voting interest. Originally,
in accordance with the accounting guidance described above, the earnings of
those foreign operations were not recognized in current earnings from the date
of the GPU acquisition until February 6, 2002, the date when Aquila began
discussions to revise its initial offer to purchase Avon. However, the revision
to the initial offer by Aquila caused a reversal of that accounting in the first
quarter of 2002, resulting in the recognition of a cumulative effect of a change
in accounting which increased net income by $31.7 million, or $0.11 per share of
common stock, recognizing the net income of Avon from November 7, 2001 to
February 6, 2002 that previously was not recognized by FirstEnergy in its
consolidated earnings. This resulted from the application of guidance provided
by EITF Issue No. 90-6, "Accounting for Certain Events Not Addressed in Issue
No. 87-11 relating to an Acquired Operating Unit to Be Sold," and accounting
under EITF Issue No. 87-11. In the fourth quarter of 2002, FirstEnergy recorded
a $50 million charge ($32.5 million net of tax), or $0.11 per share of common
stock, to reduce the carrying value of its remaining 20.1 percent interest.
GPU's former Argentina operations were also identified by FirstEnergy
for divestiture within one year of the merger. FirstEnergy determined the fair
value of its Argentina operations, GPU Empresa Distribuidora Electrica Regional
S.A. and affiliates (Emdersa), based on the best available information as of the
date of the merger. Subsequent to that date, a number of economic events have
occurred in Argentina which may have an impact on FirstEnergy's ability to
realize Emdersa's estimated fair value. These events include currency
devaluation, restrictions on repatriation of cash, and the anticipation of
future asset sales in that region by competitors. FirstEnergy did not reach a
definitive agreement to sell Emdersa as of December 31, 2002. Therefore, these
assets were no longer classified as "Assets Pending Sale" on the Consolidated
Balance Sheet as of December 31, 2002 and Emdersa's results of operations were
included in FirstEnergy's 2002 Consolidated Statement of Income. As a result,
under EITF Issue No. 90-6, FirstEnergy recorded in
the fourth quarter a non-cash cumulative effect of accounting change on its 2002
Consolidated Statement of Income related to Emdersa's cumulative results of
operations from November 7, 2001 through October 31, 2002. The amount of this
after-tax charge was $88.8 million, or $0.30 per share of common stock
(comprised of $104.1 million in currency transaction losses arising principally
from U.S. dollar denominated debt, offset by $15.3 million of operating income).
On November 1, 2002, FirstEnergy began consolidating the results of
Emdersa's operations in its financial statements. In addition to the currency
transaction losses of $104.1 million, FirstEnergy recognized a currency
translation adjustment in other comprehensive income of $91.5 million as of
December 31, 2002, which reduced FirstEnergy's common stockholders' equity. This
adjustment represents the impact of translating Emdersa's financial statements
from its functional currency to the U.S. dollar for financial reporting in
conformity with accounting principles generally accepted in the United States
(GAAP).
Generating Assets
In November 2001, FirstEnergy reached an agreement to sell four
coal-fired power plants totaling 2,535 megawatts (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 agreement. FirstEnergy also notified NRG that FirstEnergy reserves
the right to pursue legal action against NRG, its affiliate and its parent, Xcel
Energy, for damages, based on the anticipatory breach of the agreement. On
February 25, 2003, the U.S. Bankruptcy Court in Minnesota approved FirstEnergy's
request for arbitration against NRG.
In December 2002, FirstEnergy announced it would retain ownership of
these plants after reviewing other bids it subsequently received from other
parties who had expressed interest in purchasing the plants. Since FirstEnergy
did not execute a sales agreement by year-end, it reflected approximately $74
million ($43 million net of tax), or $0.15 per share of common stock, of
previously unrecognized depreciation and transaction costs in the fourth quarter
of 2002 related to these plants from November 2001 through December 2002 on its
Consolidated Statement of Income.
Utility Regulation
As a registered public utility holding company, FirstEnergy is
subject to regulation by the Securities and Exchange Commission (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
Public Utilities Commission of Ohio (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 Federal
Energy Regulatory Commission (FERC). Under Ohio law, municipalities may regulate
rates, subject to appeal to the PUCO if not acceptable to the utility.
In Ohio, New Jersey and Pennsylvania, laws applicable to electric
industry deregulation included the 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 provider of last resort (PLR) obligations to
customers in the Companies' service areas;
o allowing recovery of potentially stranded investment (sometimes
referred to as transition costs);
o itemizing (unbundling) the current price of electricity into its
component elements - including generation, transmission,
distribution and stranded costs recovery charges;
o deregulating the Companies' electric generation businesses; and
o continuing regulation of the Companies' transmission and
distribution systems.
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 the
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, FirstEnergy is giving
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 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.
FirstEnergy's Ohio 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 - recovery will be accomplished by extending the
respective transition cost recovery period. If the customer shopping goals
established in the agreement had not been achieved by the end of 2005, the
transition cost recovery periods could have been shortened for OE, CEI and TE to
reduce recovery by as much as $500 million (OE - $250 million, CEI - $170
million and TE - $80 million). The Ohio Companies achieved all of their required
20% customer shopping goals in 2002. Accordingly, FirstEnergy believes that
there will be no regulatory action reducing the recoverable transition costs.
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 remain 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 to 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. In February 2002, JCP&L received NJBPU authorization to issue $320
million of transition bonds to securitize the recovery of these costs. The NJBPU
order also provided for a usage-based non-bypassable transition bond charge and
for the transfer of the bondable transition property to another entity. JCP&L
sold $320 million of transition bonds through its wholly owned subsidiary, JCP&L
Transition Funding LLC, in June 2002 - those bonds are recognized on the
Consolidated Balance Sheet.
JCP&L's PLR obligation to provide basic generation service (BGS) to
non-shopping customers is 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, 2002, the
accumulated deferred cost balance totaled approximately $549 million. 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. On August 1, 2002, JCP&L
submitted two rate filings with the NJBPU. The first filing requested increases
in base electric rates of approximately $98 million annually. The second filing
was a request to recover 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.
Hearings began in February 2003. On March 18, 2003, a report prepared by
independent auditors addressing costs deferred by JCP&L from August 1, 1999
through July 31, 2002, was transmitted to the Office of Administrative Law,
where JCP&L's rate case is being heard. While the auditors concluded that
JCP&L's energy procurement strategy and process was reasonable and prudent, they
identified potential disallowances totaling $17.3 million. The report subjected
$436 million of deferred costs to a retrospective prudence review during a
period of extreme price uncertainty and volatility in the energy markets.
Although JCP&L disagrees with the potential disallowances, it is pleased with
the report's major conclusions and overall tone. JCP&L will have an opportunity
to conduct discovery on the report, cross-examine the auditors and submit
rebuttal testimony. The Administrative Law Judge's recommended decision is due
in June 2003 and the NJBPU's subsequent decision is due in July 2003.
In December 2001, the NJBPU authorized the auctioning of BGS for the
period from August 1, 2002 through July 31, 2003 to meet the electricity demands
of all customers who have not selected an alternative supplier. The auction
results were approved by the NJBPU in February 2002, removing JCP&L's BGS
obligation of 5,100 MW for the period August 1, 2002 through July 31, 2003. In
February 2003, the NJBPU approved the BGS auction results for the period
beginning August 1, 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 will
sell all self-supplied energy (NUGs and owned generation) to the wholesale
market with offsets to its deferred energy balances.
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.
As a result of their generating asset divestitures, Met-Ed and
Penelec obtained their supply of electricity to meet their PLR obligations
almost entirely from contracted and open market purchases. In 2000, Met-Ed and
Penelec filed a petition with the PPUC seeking permission to defer, for future
recovery, energy costs in excess of amounts reflected in their capped generation
rates; the PPUC subsequently consolidated this petition in January 2001 with the
FirstEnergy/GPU merger proceeding.
In June 2001, the PPUC entered orders approving the Settlement
Stipulation with all of the major parties in the combined merger and rate relief
proceedings which approved the merger and provided Met-Ed and Penelec PLR
deferred accounting treatment for energy costs. The PPUC permitted Met-Ed and
Penelec to defer for future recovery the difference between their actual energy
costs and those reflected in their capped generation rates, retroactive to
January 1, 2001. Correspondingly, in the event that energy costs incurred by
Met-Ed and Penelec would be below their respective capped generation rates, that
difference would have reduced costs that had been deferred for recovery in
future periods. This PLR deferral accounting procedure was denied in a court
decision discussed below. Met-Ed's and Penelec's PLR obligations extend through
December 31, 2010; during that period competitive transition charge (CTC)
revenues would have been applied to their stranded costs. Met-Ed and Penelec
would have been permitted to recover any remaining stranded costs through a
continuation of the CTC after December 31, 2010 through no later than December
31, 2015. Any amounts not expected to be recovered by December 31, 2015 would
have been written off at the time such nonrecovery became probable.
Several parties had filed Petitions for Review in June and July 2001
with the Commonwealth Court of Pennsylvania regarding the June 2001 PPUC orders.
On February 21, 2002, the Court affirmed the PPUC decision regarding the
FirstEnergy/GPU merger, remanding the decision to the PPUC only with respect to
the issue of merger savings. The Court reversed the PPUC's decision regarding
the PLR obligations of Met-Ed and Penelec, and rejected those parts of the
settlement that permitted the companies to defer for accounting purposes the
difference between their wholesale power costs and the amount that they collect
from retail customers. FirstEnergy and the PPUC each filed a Petition for
Allowance of Appeal with the Pennsylvania Supreme Court on March 25, 2002,
asking it to review the Commonwealth Court decision. Also on March 25, 2002,
Citizens Power filed a motion seeking an appeal of the Commonwealth Court's
decision to affirm the FirstEnergy and GPU merger with the Pennsylvania Supreme
Court. In
September 2002, FirstEnergy established reserves for Met-Ed's and
Penelec's PLR deferred energy costs which aggregated $287.1 million. The
reserves reflected the potential adverse impact of a pending Pennsylvania
Supreme Court decision whether to review the Commonwealth Court ruling.
FirstEnergy recorded an aggregate non-cash charge to income of $55.8 million
($32.6 million net of tax), or $0.11 per share of common stock, for the deferred
costs incurred subsequent to the merger. The reserve for the remaining $231.3
million of deferred costs increased goodwill by an aggregate net of tax amount
of $135.3 million.
On January 17, 2003, the Pennsylvania Supreme Court denied further
appeals of the February 21, 2002 Pennsylvania Commonwealth Court decision, which
effectively affirmed the PPUC's order approving the merger between FirstEnergy
and GPU, let stand the Commonwealth Court's denial of PLR rate relief for Met-Ed
and Penelec and remanded the merger savings issue back to the PPUC. Because
FirstEnergy had already reserved for the deferred energy costs and FES has
largely hedged the anticipated PLR energy supply requirements for Met-Ed and
Penelec through 2005 as discussed further below, FirstEnergy, Met-Ed and Penelec
believe that the disallowance of continued CTC recovery of PLR costs will not
have a future adverse financial impact.
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, which initially ran through the end of 2002, was extended through
December 2003 and 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 assumes the
supply obligation and the energy 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 existing 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 or below the shopping credit 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 obligation through
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 amounts recovered through their
capped generation rates.
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 Tariff.
On December 20, 2001, the FERC issued an order that reversed prior
findings that the Alliance RTO had adequate scope and concluded that there
should be only one RTO (the Midwest ISO) in the Midwest. The FERC directed the
former Alliance companies, including ATSI, to file their new RTO choices with
the FERC. On July 31, 2002, the FERC approved the RTO choices of the former
Alliance companies, but directed the formation of a single market for the MISO
and PJM by October 1, 2004. This single market would include all of the
generation and transmission facilities of the FirstEnergy operating companies.
FERC also initiated an investigation pursuant to Section 206 of the Federal
Power Act concerning the existing "through and out" transmission rates between
the MISO and PJM. Hearings on this proceeding concluded in January 2003, and an
Initial Decision is expected from the Administrative Law Judge by March 28,
2003.
ATSI proposes to transfer 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. On December 19, 2002, the
FERC conditionally accepted GridAmerica's filing to become an independent
transmission company within the MISO. GridAmerica will operate ATSI's
transmission facilities and expects to begin operations in the second quarter of
2003 subject to approval of certain compliance filings with the FERC. The
compliance filings were made by the GridAmerica companies (ATSI, Ameren Services
Company and Northern Indiana Public Service Company) on January 31, 2003 and
February 19, 2003.
On July 31, 2002, the FERC initiated a rulemaking designed to
standardize the terms and conditions under which wholesale electric service is
provided in regions with independent transmission operators, including the MISO
and PJM. FirstEnergy filed comments and reply comments on the proposed rule.
Implementation of the proposed rule was expected to begin on July 31, 2003.
However, the FERC has indicated that it will delay implementation of Standard
Market Design in order to accommodate substantial changes in the proposed rule.
A FERC "white paper" is expected to be issued in April 2003 outlining changes in
the proposed rule.
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" (SFAS 71), 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 2002 through 2007, excluding nuclear fuel, are shown
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. See "Environmental Matters" below with regard to
possible environmental-related expenditures not included in the forecast.
2002 Capital Expenditures Forecast
---------------------------------------
Actual 2003 2004-2007 Total
------ ---- --------- -----
(In millions)
OE.................. $ 81 $ 86 $ 182 $ 268
Penn................ 40 53 70 123
CEI................. 137 96 216 312
TE.................. 91 54 115 169
JCP&L............... 100 102 360 462
Met-Ed.............. 43 53 235 288
Penelec............. 49 54 274 328
ATSI................ 27 25 106 131
FES................. 185 124 699 823
Other subsidiaries.. 151 80 67 147
----- ------ --------- --------
Total............... $904 $727 $2,324 $3,051
During the 2003-2007 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
------------------------------------
2003 2004-2007 Total
---- --------- -----
(In millions)
OE.......................... $ 210 $ 207 $ 417
Penn........................ 42 52 94
CEI......................... 146 704 850
TE.......................... 116 245 361
JCP&L....................... 174 510 684
Met-Ed...................... 60 292 352
Penelec..................... -- 137 137
FirstEnergy................. -- 1,695 1,695
Other subsidiaries.......... 327 40 367
------ ------- ------
Total....................... $1,075 $3,882 $4,957
The Companies' and FES's respective investments for additional
nuclear fuel, and nuclear fuel investment reductions as the fuel is consumed,
during the 2003-2007 period are presented in the following table. The table also
displays the Companies' operating lease commitments, net of capital trust cash
receipts for the 2003-2007 period.
Nuclear Fuel Forecasts Net
---------------------------------------------------
New Investments Consumption Operating Lease Commitments
----------------------- ------------------------- -----------------------------
2003 2004-2007 Total 2003 2004-2007 Total 2003 2004-2007 Total
---- --------- ----- ---- --------- ----- ---- --------- -----
(In millions)
OE.......... $23 $32 $55 $24 $27 $51 $ 74 $321 $395
Penn........ 19 23 42 17 17 34 -- 1 1
CEI......... 15 38 53 28 31 59 (2) 70 68
TE.......... 12 22 34 19 21 40 75 311 386
JCP&L....... -- -- -- -- -- -- 3 6 9
Met-Ed...... -- -- -- -- -- -- 3 5 8
FES......... -- 301 301 -- 299 299 -- -- --
--- ---- ---- --- ---- ---- ---- ---- ----
Total....... $69 $416 $485 $88 $395 $483 $153 $714 $867
Short-term borrowings outstanding as of December 31, 2002, consisted
of $1.093 billion of bank borrowings (FirstEnergy-$910.0 million, OE-$22.6
million and FSG-$0.5 million) and $159.7 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 $177 million available under $1.5
billion of revolving lines of credit as of December 31, 2002. FirstEnergy may
borrow under its facility and could transfer any of its borrowings to affiliated
companies. OE and MYR had $19 million and $46 million, respectively, of unused
bank facilities as of December 31, 2002. An additional source of ongoing cash
for FirstEnergy, as a holding company, is cash dividends from its subsidiaries.
In 2002, the holding company received $447 million of cash dividends on common
stock from its subsidiaries.
Based on their present plans, the Companies could provide for their
cash requirements in 2003 from the following sources: funds to be received from
operations; available cash and temporary cash investments as of December 31,
2002 (Company's nonutility subsidiaries-$93 million, OE-$20 million, Penn-$1
million, CEI-$30 million, TE-$21 million, JCP&L-$5 million, Met-Ed-$16 million
and Penelec-$10 million); the issuance of long-term debt (for refunding
purposes); and funds available under revolving credit arrangements.
The extent and type of future financings will depend on the need for
external funds as well as market conditions, the maintenance of an appropriate
capital structure and the ability of the Companies to comply with coverage
requirements in order to issue first mortgage bonds and preferred stock. The
Companies will continue to monitor financial market conditions and, where
appropriate, may take advantage of economic opportunities to refund debt and
preferred stock to the extent that their financial resources permit.
The coverage requirements contained in the first mortgage indentures
under which the Companies issue first mortgage bonds provide that, except for
certain refunding purposes, the Companies may not issue first mortgage bonds
unless applicable net earnings (before income taxes), calculated as provided in
the indentures, for any period of twelve consecutive months within the fifteen
calendar months preceding the month in which such additional bonds are issued,
are at least twice annual interest requirements on outstanding first mortgage
bonds, including those being issued. Under OE's first mortgage indenture, the
availability of property additions is more restrictive than the earnings test at
the present time and would limit the amount of first mortgage bonds issuable
against property additions to $172 million. OE is currently able to issue $1.195
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 $323
million principal amount of first mortgage bonds, with up to $150 million of
such amount issuable against property additions; the remainder could be issued
against previously retired bonds. CEI and TE can issue $379 million and $144
million principal amount of first mortgage bonds against a combination of
previously retired bonds and property additions, respectively. JCP&L, Met-Ed and
Penelec are able to issue $393 million, $74 million and $7 million principal
amount, respectively, of first mortgage bonds against previously retired 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 2002, an assumed dividend rate of 9%, 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 $2.8 billion,
$251 million and $1.2 billion 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
2002 in the aggregate amount of $7,350,000. Expenses of Met-Ed Trust for 2002
were approximately $13,000, 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
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
2002 in the aggregate amount of $7,340,000. Expenses of Penelec Trust for 2002
were approximately $13,000, 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.
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 end of
2003 and final site restoration scheduled for the first quarter of 2003. 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 includes 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 many of the actions under the Return to Service
Plan and is currently implementing corrective actions and performing tests to
ensure the readiness of the plant to restart.
FENOC's current schedule projects having the plant available for
restart in April of 2003. However, the NRC must authorize restart of the plant
following its formal inspection process before the unit can be returned to
service. 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. For 2003, FENOC expects to spend
approximately $50 million in additional nuclear-related operation and
maintenance costs and approximately $12-18 million in replacement power costs
per month. These costs could increase if the length of the outage increases.
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 $9.5 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) $9.2
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 $88.1 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 $352.4 million (OE-$94.2 million, Penn-$74.0
million, CEI-$106.3 million and TE-$77.9 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 Nuclear Electric Insurance Limited
(NEIL) which provides coverage (NEIL I) for the extra expense of replacement
power incurred due to prolonged accidental outages of nuclear units. Under NEIL
I, the Companies have policies, renewable yearly, corresponding to their
respective 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 $11.1 million (OE-$3.1 million, Penn-$2.2 million,
CEI-$3.4 million and TE-$2.4 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
$57.3 million (OE-$15.5 million, Penn-$10.9 million, CEI-$17.9 million, TE-$12.2
million, JCP&L-$0.2 million, Met-Ed-$0.4 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
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.
FirstEnergy estimates additional capital expenditures for environmental
compliance of approximately $159 million, which is included in the construction
forecast provided under "Capital Requirements" for 2003 through 2007.
Air Regulation
Under the provisions of the Clean Air Act of 1970, the States of Ohio
and New Jersey and the Commonwealth of Pennsylvania have adopted ambient air
quality standards, and related emission limits, including limits for sulfur
dioxide
(SO2) and particulates. In addition, the U.S. Environmental Protection Agency
(EPA) promulgated an SO2 regulatory plan for Ohio which became effective for
OE's, CEI's and TE's plants in 1977. Generating plants to be constructed in the
future and some future modifications of existing facilities will be covered not
only by the applicable state standards but also by EPA emission performance
standards for new sources. In Ohio, New Jersey and Pennsylvania the construction
or certain modifications of emission sources requires approval from appropriate
environmental authorities, and the facilities involved may not be operated
unless a permit or variance to do so has been issued by those same authorities.
The Companies are required to meet federally approved SO2
regulations. Violations of such regulations can result in shutdown of the
generating unit involved and/or civil or criminal penalties of up to $31,500 for
each day the unit is in violation. The EPA has an interim enforcement policy for
SO2 regulations in Ohio that allows for compliance based on a 30-day averaging
period. The Companies cannot predict what action the EPA may take in the future
with respect to the interim enforcement policy.
The Companies believe they are in compliance with the current SO2 and
nitrogen oxide (NOx) reduction requirements under the Clean Air Act Amendments
of 1990. SO2 reductions are being achieved by burning lower-sulfur fuel,
generating more electricity from lower-emitting plants, and/or using emission
allowances. NOx reductions 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, New Jersey 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 and the District of Columbia, including New Jersey, Ohio and
Pennsylvania, 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. Pennsylvania submitted a SIP that requires
compliance with the NOx budgets at the Companies' Pennsylvania facilities by May
1, 2003 and Ohio submitted a SIP that requires compliance with the NOx budgets
at the Companies' Ohio facilities by May 31, 2004. The Companies continue to
evaluate their compliance plans and other compliance options.
In July 1997, the EPA promulgated changes in the National Ambient Air
Quality Standard (NAAQS) for ozone emissions and proposed a new NAAQS for
previously unregulated ultra-fine particulate matter. In May 1999, the U.S.
Court of Appeals found constitutional and other defects in the new NAAQS rules.
In February 2001, the U.S. Supreme Court upheld the new NAAQS rules regulating
ultra-fine particulates but found defects in the new NAAQS rules for ozone and
decided that the EPA must revise those rules. The future cost of compliance with
these regulations may be substantial and will depend if and how they are
ultimately implemented by the states in which the Companies operate affected
facilities.
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, for which hearings began on February 3, 2003. The NOV and complaint allege
violations of the Clean Air Act based on operation and maintenance of the 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. Although unable to predict the
outcome of these proceedings, FirstEnergy believes the Sammis Plant is in full
compliance with the Clean Air Act and the NOV and complaint are without merit.
Penalties could be imposed if the Sammis Plant continues to operate without
correcting the alleged violations and a court determines that the allegations
are valid. The Sammis Plant continues to operate while these proceedings are
pending.
In December 2000, the EPA announced it would proceed with the
development of regulations regarding hazardous air pollutants from electric
power plants. The EPA identified mercury as the hazardous air pollutant of
greatest concern. The EPA established a schedule to propose regulations by
December 2003 and issue final regulations by December 2004. The future cost of
compliance with these regulations may be substantial.
Water Regulation
Various water quality regulations, the majority of which are the
result of the federal Clean Water Act and its amendments, apply to the
Companies' plants. In addition, Ohio, 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.
Waste Disposal
As a result of the Resource Conservation and Recovery Act of 1976, as
amended, and the Toxic Substances Control Act of 1976, federal and state
hazardous waste regulations have been promulgated. Certain fossil-fuel
combustion waste products, such as coal ash, were exempted from hazardous waste
disposal requirements pending the EPA's evaluation of the need for future
regulation. The EPA has issued its final regulatory determination 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
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, potential environmental liabilities have been recognized on the
Consolidated Balance Sheet as of December 31, 2002, 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 its SBC. The Companies have total accrued liabilities aggregating
approximately $54.3 million as of December 31, 2002.
In 1980, Congress passed the Low-Level Radioactive Waste Policy Act
which provides that the disposal of low-level radioactive waste is the
responsibility of the state where such waste is generated. The Act encourages
states to form compacts among themselves to develop regional disposal
facilities. Failure by a state or compact to begin implementation of a program
could result in access denial to the two facilities currently accepting
low-level radioactive waste. Ohio is part of the Midwest Compact and has
responsibility for siting and constructing a disposal facility. On June 26,
1997, the Midwest Compact Commission (Compact) voted to cease all siting
activities in the host state of Ohio and to dismantle the Ohio Low-Level
Radioactive Waste Facility Development Authority, the statutory agency charged
with siting and constructing the low-level radioactive waste disposal facility.
While the Compact remains intact, it has no plans to site or construct a
low-level radioactive waste disposal facility in the Midwest. The Companies
continue to ship low-level radioactive waste from their nuclear facilities to
the Barnwell, South Carolina waste disposal facility.
Summary
Environmental controls are still 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.
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 it competes 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. FirstEnergy believes it is in material compliance with existing
regulations but is unable to predict whether environmental regulations will
change and what, if any, the effects of such change would be.
Fuel Supply
The Companies' sources of generation during 2002 were:
Coal Nuclear
---- -------
OE.................... 74.5% 25.5%
Penn.................. 34.6% 65.4%
CEI................... 67.3% 32.7%
TE.................... 61.8% 38.2%
Total FirstEnergy..... 65.6% 34.4%
Generation from JCP&L's and Met-Ed's hydro and combustion turbine
generation facilities was minimal in 2002.
FirstEnergy currently has long-term coal contracts to provide
approximately 12,400,000 tons for the year 2003. The contracts are shared among
the Companies based on various economic considerations. This contract coal
is produced primarily from mines located in Pennsylvania, Kentucky and West
Virginia. The contracts expire at various times through December 31, 2019.
The Companies estimate their 2003 coal requirements to be
approximately 18,860,000 tons (OE - 7,250,000, Penn - 6,000,000, CEI -
4,170,000, and TE - 1,440,000) 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.
FirstEnergy has contracts for uranium material and conversion
services through 2006. The enrichment services are contracted for the majority
of the enrichment requirements for nuclear fuel through 2006. Fabrication
services for fuel assemblies are contracted for the next four reloads for Beaver
Valley Unit 1, the next three reloads for Beaver Valley Unit 2 (through
approximately 2007 and 2006, respectively), the next two reloads for Davis-Besse
(through approximately 2007) and through the operating license period for Perry
(through approximately 2026). In addition to the existing commitments,
FirstEnergy intends 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 2018 and 2009, 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; however, the selection of a suitable site is embroiled in the
political process. FirstEnergy has 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 recommendation by
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. FirstEnergy intends 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 2002 net maximum hourly demand for each of the Companies was:
OE-6,757 MW (including an additional 387 MW of firm power sales under a contract
which extends through 2005) on August 1, 2002; Penn-969 MW (including an
additional 63 MW of firm power sales under a contract which extends through
2005) on July 29, 2002; CEI-4,561 MW on August 1, 2002; TE-2,104 MW on July 3,
2002; JCP&L-5,802 MW on August 2, 2002; Met-Ed-2,616 MW on August 14, 2002; and
Penelec-2,693 MW on July 29, 2002. 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 August 1, 2002 to July 31, 2003. 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.
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.
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 its competitive subsidiaries in areas
outside of the Companies' franchise areas. This strategy has positioned
FirstEnergy to compete in the northeast quadrant of the United States - the
region targeted by FirstEnergy for growth. FirstEnergy's competitive
subsidiaries are actively participating in deregulated energy markets in Ohio,
Pennsylvania, New Jersey, Delaware, Maryland and Michigan. Currently, FES is
providing electric generation service to customers within those states. As
additional states within the northeast 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
agreement terms, FES assumes the supply obligation and the energy supply profit
and loss risk for the portion of power supply requirements not self-supplied by
Met-Ed and Penelec. The agreement is 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
2002, approximately 69% of the Companies' research and development expenditures
were related to EPRI.
Executive Officers
The executive officers are elected at the annual organization meeting
of the Board of Directors, held immediately after the annual meeting of
stockholders, and hold office until the next such organization meeting, unless
the Board of Directors shall otherwise determine, or unless a resignation is
submitted.
Position Held During
Name Age Past Five Years Dates
- ----------------- --- -------------------------------------------------------------- --------------------
H. P. Burg 56 Chairman of the Board and Chief Executive Officer 2002-present
Vice Chairman of the Board and Chief Executive Officer 2001-2002
Chairman of the Board and Chief Executive Officer 2000-2001
President and Chief Executive Officer 1999-2000
President and Chief Operating Officer 1998-1999
President and Chief Financial Officer *-1998
A. J. Alexander 51 President and Chief Operating Officer 2001-present
President 2000-2001
Executive Vice President and General Counsel *-2000
A. R. Garfield 64 President - FirstEnergy Solutions 2001-present
Senior Vice President - Supply and Sales 2000-2001
Vice President - Business Development *-2000
R. F. Saunders 59 President and Chief Nuclear Officer - FENOC 2000-present
Vice President, Nuclear Site Operations -
Pennsylvania Power & Light 1998-2000
Vice President, Nuclear Engineering - Virginia
Power Company *-1998
E. T. Carey 60 Senior Vice President 2001-present
Vice President - Distribution *-2001
K. J. Keough 43 Senior Vice President 2001-present
Vice President - Business Planning & Ventures 1999-2001
Partner - McKinsey & Company *-1999
R. H. Marsh 52 Senior Vice President and Chief Financial Officer 2001-present
Vice President and Chief Financial Officer 1998-2001
Vice President - Finance *-1998
C. B. Snyder 57 Senior Vice President 2001-present
Executive Vice President - Corporate Affairs - GPU 1998-2001
Senior Vice President - Corporate Affairs - GPU *-1998
L. L. Vespoli 43 Senior Vice President and General Counsel 2001-present
Vice President and General Counsel 2000-2001
Associate General Counsel *-2000
H. L. Wagner 50 Vice President, Controller and Chief Accounting
Officer 2001-present
Controller *-2001
Mrs. Vespoli and Messrs. Burg, Carey, Marsh and Wagner are the executive
officers as noted above of OE, Penn, CEI, TE, Met-Ed and Penelec. Mrs. Vespoli
and Messrs. Carey, Marsh and Wagner are the executive officers of JCP&L.
* Indicates position held at least since January 1, 1998.
FirstEnergy Website
Each of the registrant's annual report on Form 10-K, quarterly reports on Form
10-K, 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.
As of January 1, 2003, FirstEnergy's nonutility subsidiaries and the
Companies had a total of 17,560 employees located in the United States as
follows: FirstEnergy-1,744, OE-1,368, CEI-974, TE-508, Penn-201, JCP&L-39,
Met-Ed-61, ATSI-29, FES-2,072, FENOC-2,850, FSG-3,317, MARBEL-32 and GPUS-4,365
(primarily employees supporting JCP&L, Met-Ed and Penelec).
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, 2003, shown on the
table below.
Net
Demonstrated
Capacity (MW)
------------- OE Penn CEI TE
-------------- ----------- ------------ -------------
Unit Total % 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....... 1-6 432 -- -- -- -- -- -- 100.00% 432
Seneca-Warren, PA........... 1-3 435 -- -- -- -- 100.00% 435 -- --
Sumpter- Sumpter Twp., MI... 1-4 340 -- -- -- -- -- -- 100.00% 340
West Lorain................. 1-6 545 100.00% 545 -- -- -- -- -- --
Lorain, OH
Yard's Creek-Blairstown
Twp., NJ................. 1-3 200 -- -- -- -- -- -- --
Other....................... 301 109 19 33 35
------ ----- ----- ----- -----
Total................. 2,253 654 19 468 807
------ ----- ----- ----- -----
Total................. 13,387 5,180 1,242 4,082 2,578
====== ===== ===== ===== =====
JCP&L Met-Ed
---------- ----------
% MW % MW
- -- - --
Plant - Location
- ----------------
Coal-Fired Units
Ashtabula-.................. -- -- -- --
Ashtabula, OH
Bay Shore-.................. -- -- -- --
Toledo, OH
R. E. Burger-............... -- -- -- --
Shadyside, OH
Eastlake-Eastlake, OH....... -- -- -- --
Lakeshore-.................. -- -- -- --
Cleveland, OH
Bruce Mansfield-............ -- -- -- --
Shippingport, PA......... -- -- -- --
-- -- -- --
W. H. Sammis-............... -- -- -- --
Stratton, OH............. -- -- -- --
---- ----
Total................. -- --
---- ----
Nuclear Units
Beaver Valley-.............. -- -- -- --
Shippingport, PA......... -- -- -- --
Davis-Besse-................ -- -- -- --
Oak Harbor, OH
Perry-...................... -- -- -- --
N. Perry Village, OH.
---- ----
Total................. -- --
---- ----
Oil/Gas-Fired/
Pumped Storage Units
Richland-Defiance, OH....... -- -- -- --
Seneca-Warren, PA........... -- -- -- --
Sumpter- Sumpter Twp., MI... -- -- -- --
West Lorain................. -- -- -- --
Lorain, OH
Yard's Creek-Blairstown
Twp., NJ................. 50% 200 -- --
Other....................... 86 19
---- ----
Total................. 286 19
---- ----
Total................. 286 19
==== ====
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 14,941 pole miles.
The Companies' electric distribution systems include 111,704 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 86,334,000 kilovolt-amperes.
FirstEnergy's 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, 2002, consist of the following:
Substation
Distribution Transmission Transformer
Lines Lines Capacity
------------ ------------ -----------
(Miles) (kV-amperes)
OE.................... 28,879 550 8,232,000
Penn.................. 5,476 44 1,712,000
CEI................... 24,662 2,144 9,381,000
TE.................... 1,255 223 3,596,000
JCP&L................. 17,278 2,106 18,371,000
Met-Ed................ 14,745 1,407 9,937,000
Penelec............... 19,409 2,689 13,159,000
ATSI.................. -- 5,778 22,369,000
------- ------ ----------
Total................. 111,704 14,941 86,757,000
FirstEnergy's MARBEL Energy subsidiary owns interests in crude oil
and natural gas production, as well as natural gas distribution and transmission
facilities. MARBEL's subsidiaries include Marbel HoldCo, Inc. a holding company
which has a 50% ownership in Great Lakes Energy Partners, LLC, an oil and
natural gas exploration and production venture and Northeast Ohio Operating
Companies, Inc. which has as a subsidiary, Northeast Ohio Natural Gas
Corporation. 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 PROCEEDINGS10-K/A. Reference is made to Note 7, Commitments, Guarantees and
Contingencies,the original 10-K for the complete text 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 7 of FirstEnergy's 2002 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 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 2002
Annual Report to Stockholders (Exhibit 13).
Item 6 Item 7 Item 8
------ ------ ------
FirstEnergy.............. 7 8-24 25-53
OE....................... 1 2-11 12-32
Penn..................... 1 2-10 11-27
CEI...................... 1 2-12 13-33
TE....................... 1 2-12 13-33
JCP&L.................... 1 2-11 12-30
Met-Ed................... 1 2-11 12-30
Penelec.................. 1 2-11 12-30such items.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
On April 11, 2002, FirstEnergy dismissed Arthur Andersen LLP as the
independent accountant for FirstEnergy Corp. and its wholly owned subsidiaries,
OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec (Registrants) effective with the
completion of the 2001 audits and related regulatory filings. Also, on April 11,
2002, each of those companies appointed PricewaterhouseCoopers LLP as their new
independent accountant effective for the first quarter of 2002.
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 2003 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.
OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec
--------------------------------------------
H. P. Burg, A. J. Alexander and R. H. Marsh 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. E. T. Carey, C. E. Jones,
L. L. Vespoli, G. E. Persson and S. C. Van Ness are the Directors of JCP&L.
Mr. Jones has served as FirstEnergy's Vice President-Regional
Operations since 2001. From 1998-2001, Mr. Jones served as President of
FirstEnergy's Northern Region; in 1998 he served as Manager of the Northern
Region.
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 2003 Proxy Statement filed with the SEC
pursuant to Regulation 14A.
ITEM 14.9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The respectiveEach registrant's chief executive officerChief Executive Officer and chief
financial officerChief Financial Officer
have reviewed and evaluated thesuch registrant's disclosure controls and
procedures, as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)13a-15(e)
and 15d-14(c)15d-15(e), as of athe end date within 90 days prior tocovered by this report. Based upon this
evaluation, the filing date of
this report (Evaluation Date). Based on that evaluation those officers haverespective Chief Executive Officer and Chief Financial Officer
concluded that thesuch registrant's disclosure controls and procedures are
effective, anddespite the material weakness described below, because measures were
designedtaken to bring to their attention,correct the weakness during the periodfourth quarter of 2003.
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 annual report was being prepared, material information relating tocondition by
strengthening the registrant and its consolidated subsidiaries by others within those entities.
registrants' internal control procedures.
(b) Changes in Internal Controls
There have beenDuring 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 significantother changes in the
registrants' internal controls over the financial reporting that have materially
affected, or in
other factors that could significantlyare reasonably likely to materially affect, those controls subsequentthe registrants'
internal control over financial reporting.
23
SIGNATURE
Pursuant to the Evaluation Date.
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 2002 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 Accountants....................... 6 33-34 28-29 34-35 34-35 31-32 31-32 31-32
Statements of Income-Three Years Ended
December 31, 2002 .................................... 25 12 11 13 13 12 12 12
Balance Sheets-December 31, 2002 and 2001............... 26 13 12 14 14 13 13 13
Statements of Capitalization-December 31,
2002 and 2001. ....................................... 27-30 14-15 13 15-16 15-16 14 14 14
Statements of Common Stockholders' Equity-Three
Years Ended December 31, 2002......................... 31 16 14 17 17 15 15 15
Statements of Preferred Stock-Three Years Ended
December 31, 2002 .................................... 32 16 14 17 17 15 15 15
Statements of Cash Flows-Three Years Ended
December 31, 2002 .................................... 33 17 15 18 18 16 16 16
Statements of Taxes-Three Years Ended
December 31, 2002. ................................... 34 18 16 19 19 17 17 17
Notes to Financial Statements........................... 35-53 19-32 17-27 20-33 20-33 18-30 18-30 18-30
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 Accountants....................... 53-54 55-56 61-62 57-58 59-60 63-64 65-66 67-68
Schedule - Three Years Ended December 31, 2002:
II - Consolidated Valuation and Qualifying Accounts..... 69 70 73 71 72 74 75 76
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)
Exhibit
Number
- ------
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)
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)
(A) 10-28 -- Executive and Director Stock Option Agreement dated June 11,
2002.
(A) 10-29 -- Director Stock Option Agreement.
(A) 10-30 -- Executive and Director Executive Incentive Compensation
Plan, Amendment dated May 21, 2002.
(A) 10-31 -- Directors Deferred Compensation Plan, Revised Nov. 19, 2002.
(A) 10-32 -- Executive Incentive Compensation Plan 2002.
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.)
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 2002 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, 2002.
(A) 23 -- Consent of Independent Accountants.
(A) 99.1 -- Chief Executive Officer Certification (FirstEnergy, OE, CEI,
TE, Penn, Met-Ed and Penelec)
(A) 99.2 -- Chief Financial Officer Certification (FirstEnergy, OE, CEI,
TE, Penn, JCP&L, Met-Ed and Penelec)
(A) Provided herein in electronic format as an exhibit.
Exhibit
Number
- -------
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)
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)
Dated as of File Reference Exhibit No
----------- -------------- ----------
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
(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))
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)
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.)
(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.)
(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.)
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.)
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.)
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.)
(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.)
(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.)
(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.)
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 2002 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, 2002.
(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)requirements 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)
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.)
----------
* 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.
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.)
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.)
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 2002 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).
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).
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).
10d(11) -- Form of Site Lease dated as of September 30, 1987
between Cleveland Electric, Lessor, and Meridian Trust
Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant
named therein, Tenant (Exhibit 28(d), File No.
33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(12) -- Form of Amendment No. 1 to the Site Leases
constituting Exhibits 10d(10) and 10d(11) above
(Exhibit 4(f), File No. 33-20128, filed by Cleveland
Electric and Toledo Edison).
10d(13) -- Form of Assignment, Assumption and Further Agreement
dated as of September 15, 1987 among The First National
Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with the Owner
Participant named therein, Cleveland Electric,
Duquesne, Ohio Edison, Pennsylvania Power and Toledo
Edison (Exhibit 28(f), File No. 33-18755, filed by
Cleveland Electric and Toledo Edison).
10d(14) -- Form of Additional Support Agreement dated as of
September 15, 1987 between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987 with the Owner Participant
named therein, and Toledo Edison (Exhibit 28(g), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(15) -- Form of Support Agreement dated as of September 30,
1987 between Meridian Trust Company, as Owner Trustee
under a Trust Agreement dated as of September 30, 1987
with the Owner Participant named therein, Toledo
Edison, Cleveland Electric, Duquesne, Ohio Edison and
Pennsylvania Power (Exhibit 28(e), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
10d(16) -- Form of Indenture, Bill of Sale, Instrument of
Transfer and Severance Agreement dated as of September
30, 1987 between Toledo Edison, Seller, and The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with the Owner
Participant named therein, Buyer (Exhibit 28(h), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(17) -- Form of Bill of Sale, Instrument of Transfer and
Severance Agreement dated as of September 30, 1987
between Toledo Edison, Seller, and Meridian Trust
Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant
named therein, Buyer (Exhibit 28(f), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
10d(18) -- Form of Bill of Sale, Instrument of Transfer and
Severance Agreement dated as of September 30, 1987
between Cleveland Electric, Seller, and Meridian Trust
Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant
named therein, Buyer (Exhibit 28(g), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
10d(19) -- Forms of Refinancing Agreement, including exhibits
thereto, among the Owner Participant named therein, as
Owner Participant, CTC Beaver Valley Funding
Corporation, as Funding Corporation, Beaver Valley II
Funding Corporation, as New Funding Corporation, The
Bank of New York, as Indenture Trustee, The Bank of New
York, as New Collateral Trust Trustee, and The
Cleveland Electric Illuminating Company and The Toledo
Edison Company, as Lessees (Exhibit (28)(e)(i), File
No. 33-46665, filed by Cleveland Electric and Toledo
Edison).
10d(20)(a) -- Form of Amendment No. 2 to Facility Lease among
Citicorp Lescaman, Inc., Cleveland Electric and Toledo
Edison (Exhibit 10(a), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
10d(20)(b) -- Form of Amendment No. 3 to Facility Lease among
Citicorp Lescaman, Inc., Cleveland Electric and Toledo
Edison (Exhibit 10(b), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
10d(21)(a) -- Form of Amendment No. 2 to Facility Lease among US
West Financial Services, Inc., Cleveland Electric and
Toledo Edison (Exhibit 10(c), Form S-4 File No.
333-47651, filed by Cleveland Electric).
10d(21)(b) -- Form of Amendment No. 3 to Facility Lease among US
West Financial Services, Inc., Cleveland Electric and
Toledo Edison (Exhibit 10(d), Form S-4 File No.
333-47651, filed by Cleveland Electric).
10d(22) -- Form of Amendment No. 2 to Facility Lease among
Midwest Power Company, Cleveland Electric and Toledo
Edison (Exhibit 10(e), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
10e(1) -- Centerior Energy Corporation Equity Compensation
Plan (Exhibit 99, Form S-8, File No. 33-59635).
3. Exhibits - Cleveland Electric Illuminating (CEI)
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 Form
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).
4b(37) -- May 24, 1983 (Exhibit 4(a), June 30, 1983 Form 10-Q, File
No. 1-2323).
4b(38) -- May 1, 1984 (Exhibit 4, June 30, 1984 Form 10-Q, File No.
1-2323).
4b(39) -- May 23, 1984 (Exhibit 4, May 22, 1984 Form 8-K, File No.
1-2323).
4b(40) -- June 27, 1984 (Exhibit 4, June 11, 1984 Form 8-K, File No.
1-2323).
4b(41) -- September 4, 1984 (Exhibit 4b(41), 1984 Form 10-K, File No.
1-2323).
4b(42) -- November 14, 1984 (Exhibit 4b(42), 1984 Form 10 K, File No.
1-2323).
4b(43) -- November 15, 1984 (Exhibit 4b(43), 1984 Form 10-K, File No.
1-2323).
4b(44) -- April 15, 1985 (Exhibit 4(a), May 8, 1985 Form 8-K, File No.
1-2323).
4b(45) -- May 28, 1985 (Exhibit 4(b), May 8, 1985 Form 8-K, File No.
1-2323).
4b(46) -- August 1, 1985 (Exhibit 4, September 30, 1985 Form 10-Q,
File No. 1-2323).
4b(47) -- September 1, 1985 (Exhibit 4, September 30, 1985 Form 8-K,
File No. 1-2323).
4b(48) -- November 1, 1985 (Exhibit 4, January 31, 1986 Form 8-K, File
No. 1-2323).
4b(49) -- April 15, 1986 (Exhibit 4, March 31, 1986 Form 10-Q, File
No. 1-2323).
4b(50) -- May 14, 1986 (Exhibit 4(a), June 30, 1986 Form 10-Q, File
No. 1-2323).
4b(51) -- May 15, 1986 (Exhibit 4(b), June 30, 1986 Form 10-Q, File
No. 1-2323).
4b(52) -- February 25, 1987 (Exhibit 4b(52), 1986 Form 10-K, File No.
1-2323).
4b(53) -- October 15, 1987 (Exhibit 4, September 30, 1987 Form 10-Q,
File No. 1-2323).
4b(54) -- February 24, 1988 (Exhibit 4b(54), 1987 Form 10-K, File No.
1-2323).
4b(55) -- September 15, 1988 (Exhibit 4b(55), 1988 Form 10-K, File No.
1-2323).
4b(56) -- May 15, 1989 (Exhibit 4(a)(2)(i), File No. 33-32724).
4b(57) -- June 13, 1989 (Exhibit 4(a)(2)(ii), File No. 33-32724).
4b(58) -- October 15, 1989 (Exhibit 4(a)(2)(iii), File No. 33-32724).
4b(59) -- January 1, 1990 (Exhibit 4b(59), 1989 Form 10-K, File No.
1-2323).
4b(60) -- June 1, 1990 (Exhibit 4(a). September 30, 1990 Form 10-Q,
File No. 1-2323).
4b(61) -- August 1, 1990 (Exhibit 4(b), September 30, 1990 Form 10-Q,
File No. 1-2323).
4b(62) -- May 1, 1991 (Exhibit 4(a), June 30, 1991 Form 10-Q, File No.
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.
1-2323).
4b(74) -- August 1, 1995 (Exhibit 4b(74), 1995 Form 10-K, File No.
1-2323).
4b(75) -- June 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-35931,
filed by Cleveland Electric and Toledo Edison).
4b(76) -- October 15, 1997 (Exhibit 4(a), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
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).
(A)4b(83) -- May 15, 2002
(A) 4b(84) -- October 1, 2002
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).
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 2002 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 theeach Registrant at December 31, 2002.
(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) -- 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).
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).
4b(43) -- May 1, 1995 (Exhibit 4(d), September 30, 1995 Form 10-Q,
File 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, File 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
(A)4b(52) -- October 1, 2002
(A)12.4 -- Consolidated fixed charge ratios.
(A) 13.3 -- TE 2002 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, 2002.
(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.
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.
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
5-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 Supplemental 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.
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.
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.
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.
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.
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 Exhibit A-11(a), Certificate Pursuant to Rule
24, SEC File 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.
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 2002 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 2002 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 2002 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, 2002.
(A) 21.5 -- List of Subsidiaries of Met-Ed at December 31, 2002.
(A) 21.6 -- List of Subsidiaries of Penelec at December 31, 2002.
(A) 23.3 -- Consent of Independent Accountants - JCP&L.
(A) 23.4 -- Consent of Independent Accountants - Penelec.
(A) 99.3 -- Chief Executive Officer Certification (JCP&L)
(A) Provided here in electronic format as an exhibit.
(b) Reports on Form 8-K
FirstEnergy-
-----------
FirstEnergy filed ten reports on Form 8-K since September 30, 2002. A
report dated October 7, 2002 reported updated cost and schedule estimates
associated with efforts to return Davis-Besse Nuclear Power Station to service.
A report dated October 31, 2002 reported updated information associated with
Davis-Besse restoration efforts. A report dated December 2, 2002 reported the
merger of the GPU Employees Savings Plan into the FirstEnergy System Savings
Plan. A report dated December 3, 2002 reported updated FirstEnergy 2003 earnings
guidance. A report dated December 20, 2002 reported that FirstEnergy
subsidiaries would retain ownership of four power plants previously planned to
be sold. A report dated January 17, 2003 reported updated information related
with efforts to prepare Davis-Besse for a safe and reliable return to service
and the updated schedule for JCP&L rate proceedings. A report dated January 21,
2003 reported that the Pennsylvania Supreme Court denied further appeals of the
February 21, 2002 Pennsylvania Commonwealth Court decision, which effectively
affirmed the Pennsylvania Public Utility Commission's order approving the
FirstEnergy and GPU merger, let stand the Commonwealth Court's denial of PLR
relief for Met-Ed and Penelec and remanded the merger savings issue back to the
PPUC. A report dated March 11, 2003 reported updated Davis-Besse information
including the installation of the new reactor head on the reactor vessel. A
report dated March 17, 2003 reported updated Davis-Besse information, the filing
of a $2 billion shelf registration with the SEC and the status of the JCP&L rate
proceedings. A report dated March 18, 2003 reported NJBPU audit results of JCP&L
restructuring-related deferrals.
OE, Penn-
--------
None.
CEI
---
CEI filed six reports on Form 8-K since September 30, 2002. A report
dated October 7, 2002 reported updated cost and schedule estimates associated
with efforts to return Davis-Besse Nuclear Power Station to service. A report
dated October 31, 2002 reported updated information associated with Davis-Besse
restoration efforts. A report dated December 20, 2002 reported that FirstEnergy
subsidiaries would retain ownership of four power plants previously planned to
be sold. A report dated January 17, 2003 reported updated information related
with efforts to prepare Davis-Besse for a safe and reliable return to service. A
report dated March 11, 2003 reported updated Davis-Besse information including
the installation of the new reactor head on the reactor vessel. A report dated
March 17, 2003 reported updated Davis-Besse information.
TE
--
TE filed six reports on Form 8-K since September 30, 2002. A report
dated October 7, 2002 reported updated cost and schedule estimates associated
with efforts to return Davis-Besse Nuclear Power Station to service. A report
dated October 31, 2002 reported updated information associated with Davis-Besse
restoration efforts. A report dated December 20, 2002 reported that FirstEnergy
subsidiaries would retain ownership of four power plants previously planned to
be sold. A report dated January 17, 2003 reported updated information related
with efforts to prepare Davis-Besse for a safe and reliable return to service. A
report dated March 11, 2003 reported updated Davis-Besse information including
the installation of the new reactor head on the reactor vessel. A report dated
March 17, 2003 reported updated Davis-Besse information.
Met-Ed
------
Met-Ed filed two reports on Form 8-K since September 30, 2002. A
report dated January 21, 2003 reported that the Pennsylvania Supreme Court
denied further appeals of the February 21, 2002 Pennsylvania Commonwealth Court
decision, which effectively affirmed the Pennsylvania Public Utility
Commission's order approving the FirstEnergy and GPU merger, let stand the
Commonwealth Court's denial of PLR relief for Met-Ed and Penelec and remanded
the merger savings issue back to the PPUC. A report dated March 12, 2003
reported Met-Ed's unaudited financial information for the year ended December
31, 2002.
Penelec
-------
Penelec filed one report on Form 8-K since September 30, 2002. A
report dated January 21, 2003 reported that the Pennsylvania Supreme Court
denied further appeals of the February 21, 2002 Pennsylvania Commonwealth Court
decision, which effectively affirmed the Pennsylvania Public Utility
Commission's order approving the FirstEnergy and GPU merger, let stand the
Commonwealth Court's denial of PLR relief for Met-Ed and Penelec and remanded
the merger savings issue back to the PPUC.
JCP&L
-----
JCP&L filed three reports on Form 8-K since September 30, 2002. A
report dated January 17, 2003 reported the updated schedule for JCP&L rate
proceedings. A report dated March 17, 2003 reported the status of the JCP&L rate
proceedings. A report dated March 18, 2003 reported NJBPU audit results of JCP&L
restructuring-related deferrals.
Report of Independent Accountants
To the Stockholders and Board of Directors of FirstEnergy Corp.:
Our audit of the consolidated financial statements referred to in our report
dated February 28, 2003 appearing in the 2002 Annual Report to Stockholders of
FirstEnergy Corp. (which report and consolidated financial statements are
incorporated by reference in this Form 10-K) also included an audit of the
financial statement schedule for the year ended December 31, 2002 listed in Item
15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements. The
financial statement schedules of FirstEnergy Corp. for the years ended December
31, 2001 and 2000 were audited by other independent accountants who have ceased
operations. Those independent accountants expressed an unqualified opinion on
those financial statement schedules in their report dated March 18, 2002.
Cleveland, Ohio
February 28, 2003
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.
Report of Independent Accountants
To the Stockholders and Board of Directors of Ohio Edison Company:
Our audit of the consolidated financial statements referred to in our report
dated February 28, 2003 appearing in the 2002 Annual Report to Stockholders of
Ohio Edison Company (which report and consolidated financial statements are
incorporated by reference in this Form 10-K) also included an audit of the
financial statement schedule for the year ended December 31, 2002 listed in Item
15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements. The
financial statement schedules of Ohio Edison Company for the years ended
December 31, 2001 and 2000 were audited by other independent accountants who
have ceased operations. Those independent accountants expressed an unqualified
opinion on those financial statement schedules in their report dated March 18,
2002.
Cleveland, Ohio
February 28, 2003
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.
Report of Independent Accountants
To the Stockholders and Board of Directors of
The Cleveland Electric Illuminating Company:
Our audit of the consolidated financial statements referred to in our report
dated February 28, 2003 appearing in the 2002 Annual Report to Stockholders of
The Cleveland Electric Illuminating Company (which report and consolidated
financial statements are incorporated by reference in this Form 10-K) also
included an audit of the financial statement schedule for the year ended
December 31, 2002 listed in Item 15(a)(2) of this Form 10-K. In our opinion,
this financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. The financial statement schedules of The
Cleveland Electric Illuminating Company for the years ended December 31, 2001
and 2000 were audited by other independent accountants who have ceased
operations. Those independent accountants expressed an unqualified opinion on
those financial statement schedules in their report dated March 18, 2002.
Cleveland, Ohio
February 28, 2003
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 The Cleveland Electric
Illuminating Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in The Cleveland
Electric Illuminating Company's Annual Report to Stockholders incorporated by
reference in this Form 10-K and have issued our report thereon dated 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.
Report of Independent Accountants
To the Stockholders and Board of Directors of
The Toledo Edison Company:
Our audit of the consolidated financial statements referred to in our report
dated February 28, 2003 appearing in the 2002 Annual Report to Shareholders of
The Toledo Edison Company (which report and consolidated financial statements
are incorporated by reference in this Form 10-K) also included an audit of the
financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. The financial statement schedules of
The Toledo Edison Company for the years ended December 31, 2001 and 2000 were
audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on those financial
statement schedules in their report dated March 18, 2002.
Cleveland, Ohio
February 28, 2003
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 The Toledo Edison Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in The Toledo
Edison Company's Annual Report to Stockholders incorporated by reference in this
Form 10-K and have issued our report thereon dated 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.
Report of Independent Accountants
To the Stockholders and Board of Directors of Pennsylvania Power Company:
Our audit of the financial statements referred to in our report dated February
28, 2003 appearing in the 2002 Annual Report to Stockholders of Pennsylvania
Power Company (which report and financial statements are incorporated by
reference in this Form 10-K) also included an audit of the financial statement
schedule for the year ended December 31, 2002 listed in Item 15(a)(2) of this
Form 10-K. In our opinion, this financial statement schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related financial statements. The financial statement
schedules of Pennsylvania Power Company for the years ended December 31, 2001
and 2000 were audited by other independent accountants who have ceased
operations. Those independent accountants expressed an unqualified opinion on
those financial statement schedules in their report dated March 18, 2002.
Cleveland, Ohio
February 28, 2003
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.
Report of Independent Accountants
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 28, 2003 appearing in the 2002 Annual Report to Stockholders of
Jersey Central Power & Light Company (which report and consolidated financial
statements are incorporated by reference in this Form 10-K) also included audits
of the financial statement schedules for the years ended December 31, 2002 and
2000 listed in Item 15(a)(2) of this Form 10-K. In our opinion, the 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 accountants who have ceased operations. Those independent
accountants expressed an unqualified opinion on the financial statement schedule
in their report dated March 18, 2002.
Cleveland, Ohio
February 28, 2003
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.
Report of Independent Accountants
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 28, 2003 appearing in the 2002 Annual Report to Stockholders of
Metropolitan Edison Company (which report and consolidated financial statements
are incorporated by reference in this Form 10-K) also included audits of the
financial statement schedules for the years ended December 31, 2002 and 2000
listed in Item 15(a)(2) of this Form 10-K. In our opinion, the 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
accountants who have ceased operations. Those independent accountants expressed
an unqualified opinion on the financial statement schedule in their report dated
March 18, 2002.
Cleveland, Ohio
February 28, 2003
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.
Report of Independent Accountants
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 28, 2003 appearing in the 2002 Annual Report to Stockholders of
Pennsylvania Electric Company (which report and consolidated financial
statements are incorporated by reference in this Form 10-K) also included audits
of the financial statement schedules for the years ended December 31, 2002 and
2000 listed in Item 15(a)(2) of this Form 10-K. In our opinion, the 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
accountants who have ceased operations. Those independent accountants expressed
an unqualified opinion on the financial statement schedule in their report dated
March 18, 2002.
Cleveland, Ohio
February 28, 2003
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.
SCHEDULE II
FIRSTENERGY CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Additions
-----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- ------- --------- -------- ---------- -------
(In Thousands)
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
======= ======= ======== ======= =======
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
======= ======= ======== ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts - customers......... $ 8,219 $25,589 $ 13,245 (a) $14,802(c) $32,251
======= ======= ======== ======= =======
- other............. $ 3,859 $11,203 $(11,027)(a) $ -- $ 4,035
======= ======= ======== ======= =======
- ----------------
(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.
SCHEDULE II
OHIO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts - customers...... $ 4,522 $12,792 $ 2,777 (a) $14,851(b) $ 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(b) $ 4,522
======= ======= ======== ======= =======
- other.......... $ 1,000 $ -- $ -- $ -- $ 1,000
======= ======= ======== ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts - customers...... $ 6,452 $16,808 $ 2,218 (a) $13,701(b) $11,777
======= ======= ======== ======= =======
- 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.
SCHEDULE II
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
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
====== ====== ====== ====== ======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts.................. $1,000 $ -- $ -- $ -- $1,000
====== ====== ====== ====== ======
SCHEDULE II
THE TOLEDO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- --------- ---------- -------
(In Thousands)
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts..................... $ 2 $ -- $ -- $ -- $ 2
========= ========= ========= ========= =========
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts..................... $ -- $ 2 $ -- $ -- $ 2
========= ========= ========= ========= =========
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts..................... $ -- $ -- $ -- $ -- $ --
========= ========= ========= ========= =========
SCHEDULE II
PENNSYLVANIA POWER COMPANY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Additions
-----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- ------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts..................... $ 619 $1,808 $333 (a) $2,058(b) $ 702
====== ====== ==== ====== ======
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts..................... $ 628 $1,172 $311 (a) $1,492(b) $ 619
====== ====== ==== ====== ======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts..................... $3,537 $ (496) $478 (a) $2,891(b) $ 628
====== ======= ==== ====== ======
- ----------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
SCHEDULE II
JERSEY CENTRAL POWER & LIGHT COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Additions
-----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- ---------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts.................. $12,923 $ 9,057 $1,305(a) $18,776(b) $ 4,509
======= ======= ====== ======= =======
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts
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
======= ======= ====== ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts.................. $ 6,056 $25,732 $2,427(a) $12,736(b) $21,479
======= ======= ======= ======= =======
- ----------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
SCHEDULE II
METROPOLITAN EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts.................. $12,271 $ 3,332 $ 851 (a) $11,644 (b) $ 4,810
======= ======= ====== ======= =======
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts
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
======= ======= ====== ======== =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts.................. $ 4,757 $18,511 $1,602 (a) $11,866(b) $13,004
======= ======= ====== ======= =======
- ----------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
SCHEDULE II
PENNSYLVANIA ELECTRIC COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- ------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2002:
Accumulated provision for
uncollectible accounts.................. $14,719 $ 2,991 $ 704 (a) $12,198 (b) $ 6,216
======= ======= ====== ======= =======
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts
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
======= ======= ====== ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts.................. $ 5,288 $20,667 $1,539 (a) $12,643 (b) $14,851
======= ======= ====== ======= =======
- ----------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRSTENERGY CORP.
BY /s/ H. Peter Burg
---------------------------------------
H. Peter Burg
Chairman of the Board
and Chief Executive Officer
Date: March 24, 2003
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/H. Peter Burg /s/Richard H. Marsh
- ----------------------------------------------------- -----------------------------------------------------
H. Peter Burg Richard H. Marsh
Chairman of the Board and Chief Executive Officer Senior Vice President and Chief Financial Officer
and Director (Principal Executive Officer) (Principal Financial Officer)
/s/Harvey L. Wagner /s/Robert N. Pokewaldt
- ----------------------------------------------------- -----------------------------------------------------
Harvey L. Wagner Robert N. Pokelwaldt
Vice President, Controller and Chief Accounting Director
Officer (Principal Accounting Officer)
/s/Anthony J. Alexander /s/Paul J. Powers
- ----------------------------------------------------- -----------------------------------------------------
Anthony J. Alexander Paul J. Powers
President and Chief Operating Officer Director
and Director
/s/Carol A. Cartwright /s/Catherine A. Rein
- ----------------------------------------------------- -----------------------------------------------------
Carol A. Cartwright Catherine A. Rein
Director Director
/s/William F. Conway
- ----------------------------------------------------- -----------------------------------------------------
William F. Conway Robert C. Savage
Director Director
/s/Robert B. Heisler, Jr /s/George M. Smart
- ----------------------------------------------------- -----------------------------------------------------
Robert B. Heisler, Jr. George M. Smart
Director Director
/s/Robert L. Loughhead /s/Carlisle A. H. Trost
- ----------------------------------------------------- -----------------------------------------------------
Robert L. Loughhead Carlisle A. H. Trost
Director Director
/s/Russell W. Maier /s/Jesse T. Williams, Sr.
- ----------------------------------------------------- -----------------------------------------------------
Russell W. Maier Jesse T. Williams, Sr.
Director Director
/s/John M. Pietruski /s/Patricia K. Woolf
- ----------------------------------------------------- -----------------------------------------------------
John M. Pietruski Patricia K. Woolf
Director Director
Date: March 24, 2003
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.-----------------
Registrant
OHIO EDISON COMPANY
BY /s/ H. Peter Burg
------------------------------------------
H. Peter Burg
President
Date: March 24, 2003
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- ------------------------------------- ---------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- ------------------------------------- ---------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 24, 2003
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.-------------------
Registrant
THE CLEVELAND ELECTRIC
----------------------
ILLUMINATING COMPANY
BY /s/ H. Peter Burg
------------------------------------------
H. Peter Burg
President
Date: March 24, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- -------------------------------------- ---------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- -------------------------------------- ---------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 24, 2003
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.--------------------
Registrant
THE TOLEDO EDISON COMPANY
BY /s/ H. Peter Burg
---------------------------------
H. Peter Burg
President
Date: March 24, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- ------------------------------------ ----------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- ------------------------------------ ----------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 24, 2003
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.-------------------------
Registrant
PENNSYLVANIA POWER COMPANY
--------------------------
Registrant
JERSEY CENTRAL POWER & LIGHT COMPANY
BY /s/ Earl T. Carey
--------------------------------------
Earl T. Carey
President
Date: March 24, 2003
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/ Earl T. Carey /s/ Richard H. Marsh
- ------------------------------------- ----------------------------------------
Earl T. Carey Richard H. Marsh
President and Director Senior Vice President
(Principal Executive Officer) (Principal Financial Officer)------------------------------------
Registrant
METROPOLITAN EDISON COMPANY
---------------------------
Registrant
PENNSYLVANIA ELECTRIC COMPANY
-----------------------------
Registrant
/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
- -------------------------------------
Gelorma E. Persson
Director
Date: March 24, 2003
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/ H. Peter Burg
----------------------------------------
H. Peter Burg
President
Date: March 24, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- ------------------------------------- ----------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- ------------------------------------- ----------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 24, 2003
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/ H. Peter Burg
-----------------------------------------------
H. Peter Burg
President
Date: March 24, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- ------------------------------------- ---------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- ------------------------------------- ---------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 24, 2003
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/ H. Peter Burg
----------------------------------
H. Peter Burg
Chairman of the Board
and Chief ExecutiveAccounting Officer
Date: March 24, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- ------------------------------------- -------------------------------------
H. Peter Burg Richard H. Marsh
Chairman of the Board and Senior Vice President and Director
Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- ------------------------------------- -------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 24, 2003
Certification
I, H. Peter Burg, certify that:
1. I have reviewed this annual report on Form 10-K of FirstEnergy Corp., Ohio
Edison Company, The Cleveland Electric Illuminating Company, The Toledo
Edison Company, Pennsylvania Power Company, Metropolitan Edison Company
and Pennsylvania Electric Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 24 2003
/s/H. Peter Burg
---------------------------------
H. Peter Burg
Chief Executive Officer
Certification
I, Earl T. Carey, certify that:
1. I have reviewed this annual report on Form 10-K of Jersey Central Power &
Light Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 24, 2003
/s/Earl T. Carey
----------------------------------
Earl T. Carey
Chief Executive Officer
Certification
I, Richard H. Marsh, certify that:
1. I have reviewed this annual report on Form 10-K of FirstEnergy Corp., Ohio
Edison Company, The Cleveland Electric Illuminating Company, The Toledo
Edison Company, Pennsylvania Power Company, Jersey Central Power & Light
Company, Metropolitan Edison Company and Pennsylvania Electric Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 24, 2003
/s/Richard H. Marsh
---------------------------------------
Richard H. Marsh
Chief Financial Officer
June 25, 2004