UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-3141 Jersey Central Power & Light Company (Exact name of registrant as specified in its charter) New Jersey 21-0485010 (State or other jurisdiction of (I.R.S. Employer) incorporation or organization) Identification No.) 300 Madison Avenue Morristown, New Jersey 07962-1911 (Address of principal executive offices) (Zip Code) (201) 455-8200 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report.) 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 The number of shares outstanding of each of the issuer's classes of common stock, as of April 30, 1994, was as follows: Common stock, par value $10 per share: 15,371,270 shares outstanding. Jersey Central Power & Light Company Quarterly Report on Form 10-Q March 31, 1994 Table of Contents Page PART I - Financial Information Financial Statements: Balance Sheets 3 Statements of Income 5 Statements of Cash Flows 6 Notes to Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 18 PART II - Other Information 22 Signatures 23 _________________________________ The financial statements (not examined by independent accountants) reflect all adjustments (which consist of only normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented, subject to the ultimate resolution of the various matters as discussed in Note 1 to the Financial Statements. - 2 - JERSEY CENTRAL POWER & LIGHT COMPANY Balance Sheets In Thousands March 31, December 31, 1994 1993 (Unaudited) ASSETS Utility Plant: In service, at original cost $3 969 009 $3 938 700 Less, accumulated depreciation 1 414 845 1 380 540 Net utility plant in service 2 554 164 2 558 160 Construction work in progress 111 853 102 178 Other, net 127 446 116 751 Net utility plant 2 793 463 2 777 089 Current Assets: Cash and temporary cash investments 63 555 17 301 Special deposits 7 124 7 124 Accounts receivable: Customers, net 148 085 133 407 Other 47 405 31 912 Unbilled revenues 46 187 57 943 Materials and supplies, at average cost or less: Construction and maintenance 103 328 102 659 Fuel 17 673 11 886 Deferred income taxes 17 772 28 650 Prepayments 14 373 58 057 Total current assets 465 502 448 939 Deferred Debits and Other Assets: Three Mile Island Unit 2 deferred costs 137 133 146 284 Unamortized property losses 108 035 109 478 Deferred income taxes 113 036 110 794 Income taxes recoverable through future rates 125 380 121 509 Decommissioning funds 156 304 139 279 Special deposits 83 821 82 103 Other 337 226 333 680 Total deferred debits and other assets 1 060 935 1 043 127 Total Assets $4 319 900 $4 269 155 <FN> The accompanying notes are an integral part of the financial statements. -3- JERSEY CENTRAL POWER & LIGHT COMPANY Balance Sheets In Thousands March 31, December 31, 1994 1993 (Unaudited) LIABILITIES AND CAPITAL Capitalization: Common stock $ 153 713 $ 153 713 Capital surplus 435 715 435 715 Retained earnings 733 592 724 194 Total common stockholder's equity 1 323 020 1 313 622 Cumulative preferred stock: With mandatory redemption 150 000 150 000 Without mandatory redemption 37 741 37 741 Long-term debt 1 215 727 1 215 674 Total capitalization 2 726 488 2 717 037 Current Liabilities: Debt due within one year 60 008 60 008 Obligations under capital leases 85 823 89 631 Accounts payable: Affiliates 20 872 34 538 Other 119 704 95 509 Taxes accrued 152 907 119 337 Deferred energy credits 14 586 23 633 Interest accrued 29 483 33 804 Other 55 211 50 950 Total current liabilities 538 594 507 410 Deferred Credits and Other Liabilities: Deferred income taxes 574 217 569 966 Unamortized investment tax credits 76 894 79 902 Three Mile Island Unit 2 future costs 79 818 79 967 Other 323 889 314 873 Total deferred credits and other liabilities 1 054 818 1 044 708 Commitments and Contingencies (Note 1) Total Liabilities and Capital $4 319 900 $4 269 155 <FN> The accompanying notes are an integral part of the financial statements. -4- JERSEY CENTRAL POWER & LIGHT COMPANY Statements of Income (Unaudited) In Thousands Three Months Ended March 31, 1994 1993 Operating Revenues $486 910 $448 634 Operating Expenses: Fuel 30 325 21 389 Power purchased and interchanged: Affiliates 2 834 4 319 Others 144 714 150 617 Deferral of energy and capacity costs, net (8 777) 6 323 Other operation and maintenance 118 136 103 295 Depreciation and amortization 47 759 44 550 Taxes, other than income taxes 59 144 55 017 Total operating expenses 394 135 385 510 Operating Income Before Income Taxes 92 775 63 124 Income taxes 21 254 11 713 Operating Income 71 521 51 411 Other Income and Deductions: Allowance for other funds used during construction 57 738 Other income, net 15 434 4 496 Income taxes (5 537) (1 789) Total other income and deductions 9 954 3 445 Income Before Interest Charges 81 475 54 856 Interest Charges: Interest on long-term debt 23 715 23 934 Other interest 5 313 918 Allowance for borrowed funds used during construction (650) (826) Total interest charges 28 378 24 026 Net Income 53 097 30 830 Preferred stock dividends 3 699 4 706 Earnings Available for Common Stock $ 49 398 $ 26 124 <FN> The accompanying notes are an integral part of the financial statements. - 5 - JERSEY CENTRAL POWER & LIGHT COMPANY Statements of Cash Flows (Unaudited) In Thousands Three Months Ended March 31, 1994 1993 Operating Activities: Income before preferred dividends $ 53 097 $ 30 830 Adjustments to reconcile income to cash provided: Depreciation and amortization 52 974 47 448 Amortization of property under capital leases 8 605 7 890 Nuclear outage maintenance costs, net 5 609 (13 831) Deferred income taxes and investment tax credits, net 9 277 19 054 Deferred energy and capacity costs, net (8 840) 6 323 Accretion income (3 388) (3 628) Allowance for other funds used during construction (57) (738) Changes in working capital: Receivables (18 439) (26 742) Materials and supplies (6 456) 2 793 Special deposits and prepayments 43 685 7 128 Payables and accrued liabilities 27 749 9 533 Other, net (14 148) (2 227) Net cash provided by operating activities 149 668 83 833 Investing Activities: Cash construction expenditures (46 552) (48 472) Contributions to decommissioning trust (4 453) (4 521) Other, net (2 178) (3 941) Net cash used for investing activities (53 183) (56 934) Financing Activities: Issuance of long-term debt - 129 148 Decrease in notes payable, net - (5 700) Capital lease principal payments (6 532) (4 348) Dividends paid on common stock (40 000) - Dividends paid on preferred stock (3 699) (4 706) Net cash (required) provided by financing activities (50 231) 114 394 Net increase in cash and temporary cash investments from above activities 46 254 141 293 Cash and temporary cash investments, beginning of year 17 301 140 Cash and temporary cash investments, end of period $ 63 555 $141 433 Supplemental Disclosure: Interest paid (net of amount capitalized) $ 32 708 $ 23 208 Income taxes paid $ 76 $ 130 New capital lease obligations incurred $ 2 931 $ 698 <FN> The accompanying notes are an integral part of the financial statements. -6- NOTES TO FINANCIAL STATEMENTS (Unaudited) Jersey Central Power & Light Company (the Company), which was incorporated under the laws of New Jersey in 1925, is a wholly owned subsidiary of General Public Utilities Corporation (GPU), a holding company registered under the Public Utility Holding Company Act of 1935. The Company is affiliated with Metropolitan Edison Company (Met-Ed) and Pennsylvania Electric Company (Penelec). The Company, Met-Ed and Penelec are referred to herein as the "Company and its affiliates." The Company is also associated with GPU Service Corporation (GPUSC), a service company; GPU Nuclear Corporation (GPUN), which operates and maintains the nuclear units of the Company and its affiliates; and Energy Initiatives, Inc. (EI). In April 1994, General Portfolios Corporation (GPC) merged into EI, formerly a subsidiary of GPC. EI develops, owns and operates nonutility generating facilities. All of the Company's affiliates are wholly owned subsidiaries of GPU. The Company and its affiliates, GPUSC, GPUN and GPC are referred to as the "GPU System." These notes should be read in conjunction with the notes to financial statements included in the 1993 Annual Report on Form 10-K. The year-end condensed balance sheet data contained in the attached financial statements were derived from audited financial statements. For disclosures required by generally accepted accounting principles, see the 1993 Annual Report on Form 10-K. 1. COMMITMENTS AND CONTINGENCIES NUCLEAR FACILITIES The Company has made investments in three major nuclear projects -- Three Mile Island Unit 1 (TMI-1) and Oyster Creek, both of which are operational generating facilities, and Three Mile Island Unit 2 (TMI-2), which was damaged during a 1979 accident. At March 31, 1994, the Company's net investment in TMI-1 and Oyster Creek, including nuclear fuel, was $170 million and $796 million, respectively. TMI-1 and TMI-2 are jointly owned by the Company, Met-Ed and Penelec in the percentages of 25%, 50% and 25%, respectively. Oyster Creek is owned by the Company. Costs associated with the operation, maintenance and retirement of nuclear plants continue to be significant and less predictable than costs associated with other sources of generation, in large part due to changing regulatory requirements and safety standards and experience gained in the construction and operation of nuclear facilities. The Company and its affiliates may also incur costs and experience reduced output at their nuclear plants because of the design criteria prevailing at the time of construction and the age of the plants' systems and equipment. In addition, for economic or other reasons, operation of these plants for the full term of their now assumed lives cannot be assured. Also, not all risks associated with ownership or operation of nuclear facilities may be adequately insured or insurable. Consequently, the ability of electric utilities to obtain adequate and timely recovery of costs associated with nuclear projects, including - 7 - 1. COMMITMENTS AND CONTINGENCIES (continued) replacement power, any unamortized investment at the end of the plants' useful life (whether scheduled or premature), the carrying costs of that investment and retirement costs, is not assured. Management intends, in general, to seek recovery of any such costs described above through the ratemaking process, but recognizes that recovery is not assured. TMI-2: The 1979 TMI-2 accident resulted in significant damage to, and contamination of, the plant and a release of radioactivity to the environment. The cleanup program was completed in 1990. After receiving Nuclear Regulatory Commission (NRC) approval, TMI-2 entered into long-term monitored storage in December 1993. As a result of the accident and its aftermath, approximately 2,100 individual claims for alleged personal injury (including claims for punitive damages), which are material in amount, have been asserted against GPU, the Company and its affiliates and the suppliers of equipment and services to TMI- 2, and are pending in the United States District Court for the Middle District of Pennsylvania (the Court). Some of such claims also seek recovery on the basis of alleged emissions of radioactivity before, during and after the accident. If, notwithstanding the developments noted below, punitive damages are not covered by insurance and are not subject to the liability limitations of the Price-Anderson Act, punitive damage awards could have a material adverse effect on the financial position of the Company. At the time of the TMI-2 accident, as provided for in the Price-Anderson Act, the Company and its affiliates had (a) primary financial protection in the form of insurance policies with groups of insurance companies providing an aggregate of $140 million of primary coverage, (b) secondary financial protection in the form of private liability insurance under an industry retrospective rating plan providing for premium charges deferred in whole or in major part under such plan, and (c) an indemnity agreement with the NRC, bringing their total primary and secondary insurance financial protection and indemnity agreement with the NRC up to an aggregate of $560 million, which is the ceiling established by the Price-Anderson Act on the aggregate public liability that may be imposed upon them for the TMI-2 accident. The insurers of TMI-2 had been providing a defense against all TMI-2 accident related claims against GPU, the Company and its affiliates and their suppliers under a reservation of rights with respect to any award of punitive damages. However, the defendants in the TMI-2 litigation and the insurers agreed, on March 30, 1994, that the insurers would withdraw their reservation of rights. - 8 - 1. COMMITMENTS AND CONTINGENCIES (continued) In June 1993, the Court agreed to permit pre-trial discovery on the punitive damage claims to proceed. A trial of twelve allegedly representative cases is scheduled to begin in October 1994. On February 18, 1994, the Court held that the plaintiffs' claims for punitive damages are not barred by the Price-Anderson Act to the extent that the funds to pay punitive damages do not come out of the U.S. Treasury. The Court also denied on February 18, 1994, the defendants' motion seeking a dismissal of all cases on the grounds that the defendants complied with applicable federal safety standards regarding permissible radiation releases from TMI-2 and that, as a matter of law, the defendants therefore did not breach any duty that they may have owed to the individual plaintiffs. The Court stated that a dispute about what radiation and emissions were released cannot be resolved on a motion for summary judgment. In an Order issued April 20, 1994, the Court: (1) noted that the plaintiffs have agreed to seek punitive damages only against GPU and the Company and its affiliates; and (2) denied the defendants' motions for interlocutory appeal of the Court's Orders of February 18, 1994, stating in part that the Court is of the opinion that any punitive damages owed must be paid out of and limited to the amount of primary and secondary insurance under the Price-Anderson Act and, accordingly, evidence of the defendants' net worth is not relevant in the pending proceeding. NUCLEAR PLANT RETIREMENT COSTS Retirement costs for nuclear plants include decommissioning the radiological portions of the plants and the cost of removal of nonradiological structures and materials. The disposal of spent nuclear fuel is covered separately by contracts with the U.S. Department of Energy. In 1990, the Company and its affiliates submitted a report, in compliance with NRC regulations, setting forth a funding plan (employing the external sinking fund method) for the decommissioning of their nuclear reactors. Under this plan, the Company and its affiliates intend to complete the funding for Oyster Creek and TMI-1 by the end of the plants' license terms, 2009 and 2014, respectively. The TMI-2 funding completion date is 2014, consistent with TMI-2 remaining in long-term storage and being decommissioned at the same time as TMI-1. Under the NRC regulations, the funding target (in 1993 dollars) for TMI-1 is $143 million, of which the Company's share is $36 million, and for Oyster Creek is $175 million. Based on NRC studies, a comparable funding target for TMI-2 (in 1993 dollars), which takes into account the accident, is $228 million, of which the Company's share is $57 million. The NRC is currently studying the levels of these funding targets. Management cannot predict the effect that the results of this review will have on the funding targets. NRC regulations and a regulatory guide provide mechanisms, including exemptions, to adjust the funding targets over their collection periods to reflect increases or decreases due to inflation and changes in technology and regulatory requirements. The funding targets, while not actual cost - 9 - 1. COMMITMENTS AND CONTINGENCIES (continued) estimates, are reference levels designed to assure that licensees demonstrate adequate financial responsibility for decommissioning. While the regulations address activities related to the removal of the radiological portions of the plants, they do not establish residual radioactivity limits nor do they address costs related to the removal of nonradiological structures and materials. In 1988, a consultant to GPUN performed site-specific studies of TMI-1 and Oyster Creek that considered various decommissioning plans and estimated the cost of decommissioning the radiological portions of each plant to range from approximately $205 to $285 million, of which the Company's share is $51 to $71 million, and $220 to $320 million, respectively (adjusted to 1993 dollars). In addition, the studies estimated the cost of removal of nonradiological structures and materials for TMI-1 and Oyster Creek at $72 million, of which the Company's share is $18 million, and $47 million, respectively. The ultimate cost of retiring the Company and its affiliates' nuclear facilities may be materially different from the funding targets and the cost estimates contained in the site-specific studies and cannot now be more reasonably estimated than the level of the NRC funding target because such costs are subject to (a) the type of decommissioning plan selected, (b) the escalation of various cost elements (including, but not limited to, general inflation), (c) the further development of regulatory requirements governing decommissioning, (d) the absence to date of significant experience in decommissioning such facilities and (e) the technology available at the time of decommissioning. The Company charges to expense and contributes to external trusts amounts collected from customers for nuclear plant decommissioning and nonradiological costs. In addition, in 1990 the Company contributed to an external trust an amount not recoverable from customers for nuclear plant decommissioning. TMI-1 AND OYSTER CREEK: The Company is collecting revenues for decommissioning, which are expected to result in the accumulation of its share of the NRC funding target for each plant. The Company is also collecting revenues for the cost of removal of nonradiological structures and materials at each plant based on its share ($3.83 million) of an estimated $15.3 million for TMI-1 and $31.6 million for Oyster Creek. Collections from customers for decommissioning expenditures are deposited in external trusts and are classified as Decommissioning Funds on the balance sheet, which includes the interest earned on these funds. Provision for the future expenditures of these funds has been made in accumulated depreciation, amounting to $14 million for TMI-1 and $84 million for Oyster Creek at March 31, 1994. These decommissioning costs are accrued and charged to depreciation expense over the expected service life of each nuclear plant. Management believes that any TMI-1 and Oyster Creek retirement costs, in excess of those currently recognized for ratemaking purposes, should be recoverable through the ratemaking process. - 10 - 1. COMMITMENTS AND CONTINGENCIES (continued) TMI-2: The Company and its affiliates have recorded a liability, amounting to $229 million, of which the Company's share is approximately $57 million as of March 31, 1994, for the radiological decommissioning of TMI-2, reflecting the NRC funding target. The Company and its affiliates record escalations, when applicable, in the liability based upon changes in the NRC funding target. The Company and its affiliates have also recorded a liability in the amount of $20 million, of which the Company's share is $5 million, for incremental costs specifically attributable to monitored storage. Such costs are expected to be incurred between 1994 and 2014, when decommissioning is forecast to begin. In addition, the Company and its affiliates have a remaining liability in the amount of $70 million, of which the Company's share is approximately $17.5 million, for nonradiological cost of removal. The Company's share of the above amounts for retirement costs and monitored storage are reflected as Three Mile Island Unit 2 Future Costs on the balance sheet. The Company has made a nonrecoverable contribution of $15 million to an external decommissioning trust. Earnings resulting from decommissioning funds are offset against amounts collectible from customers in Three Mile Island Unit 2 Deferred Costs on the balance sheet. The New Jersey Board of Regulatory Commissioners (NJBRC) has granted the Company decommissioning revenues for the remainder of the NRC funding target and allowances for the cost of removal of nonradiological structures and materials. Management intends to seek recovery for any increases in TMI-2 retirement costs, but recognizes that recovery cannot be assured. As a result of TMI-2's entering long-term monitored storage, the Company and its affiliates are incurring incremental annual storage costs of $1 million, of which the Company's share is $.25 million. The Company and its affiliates have deferred the $20 million, of which the Company's share is $5 million, for the total estimated incremental costs attributable to monitored storage through 2014, the expected retirement date of TMI-1. The Company's share of these costs has been recognized in rates by the NJBRC. INSURANCE The GPU System has insurance (subject to retentions and deductibles) for its operations and facilities including coverage for property damage, liability to employees and third parties, and loss of use and occupancy (primarily incremental replacement power costs). There is no assurance that the GPU System will maintain all existing insurance coverages. Losses or liabilities that are not completely insured, unless allowed to be recovered through ratemaking, could have a material adverse effect on the financial position of the Company. The decontamination liability, premature decommissioning and property damage insurance coverage for the TMI station (TMI-1 and TMI-2 are considered one site for insurance purposes) and for Oyster Creek totals $2.7 billion per site. In accordance with NRC regulations, these insurance policies generally - 11 - 1. COMMITMENTS AND CONTINGENCIES (continued) require that proceeds first be used to stabilize the reactors and then to pay for decontamination and debris removal expenses. Any remaining amounts available under the policies may then be used for repair and restoration costs and decommissioning costs. Consequently, there can be no assurance that, in the event of a nuclear incident, property damage insurance proceeds would be available for the repair and restoration of the stations. The Price-Anderson Act limits the GPU System's liability to third parties for a nuclear incident at one of its sites to approximately $9.4 billion. Coverage for the first $200 million of such liability is provided by private insurance. The remaining coverage, or secondary protection, is provided by retrospective premiums payable by all nuclear reactor owners. Under secondary protection, a nuclear incident at any licensed nuclear power reactor in the country, including those owned by the GPU System, could result in assessments of up to $79 million per incident for each of the GPU System's three reactors, subject to an annual maximum payment of $10 million per incident per reactor. In 1993, GPUN requested an exemption from the NRC to eliminate the secondary protection requirements for TMI-2. This matter is pending before the NRC. The Company and its affiliates have insurance coverage for incremental replacement power costs resulting from an accident-related outage at their nuclear plants. Coverage commences after the first 21 weeks of the outage and continues for three years at decreasing levels beginning at $1.8 million for Oyster Creek and $2.6 million for TMI-1, per week. Under their insurance policies applicable to nuclear operations and facilities, the Company and its affiliates are subject to retrospective premium assessments of up to $51 million in any one year, of which the Company's share is $31 million, in addition to those payable under the Price-Anderson Act. ENVIRONMENTAL MATTERS As a result of existing and proposed legislation and regulations, and ongoing legal proceedings dealing with environmental matters, including, but not limited to, acid rain, water quality, air quality, global warming, electromagnetic fields, and storage and disposal of hazardous and/or toxic wastes, the Company may be required to incur substantial additional costs to construct new equipment, modify or replace existing and proposed equipment, remediate or clean up waste disposal and other sites currently or formerly used by it, including formerly owned manufactured gas plants, and with regard to electromagnetic fields, postpone or cancel the installation of, or replace or modify, utility plant, the cost of which could be material. Management intends to seek recovery through the ratemaking process for any additional costs, but recognizes that recovery cannot be assured. To comply with the federal Clean Air Act Amendments of 1990 (Clean Air Act), the Company expects to expend up to $58 million for air pollution control equipment by the year 2000. The Company reduced the estimate from $145 million to $58 million primarily due to the postponement of a scrubber - 12 - 1. COMMITMENTS AND CONTINGENCIES (continued) installation at the Keystone generating station until after 2000. In developing its least-cost plan to comply with the Clean Air Act, the Company will continue to evaluate major capital investments compared to participation in the emission allowance market and the use of low-sulfur fuel. Costs associated with the capital invested in this equipment and the increased operating costs of the Company's affected station should be recoverable through the ratemaking process. The Company has been notified by the Environmental Protection Agency (EPA) and a state environmental authority that it is among the potentially responsible parties (PRPs) who may be jointly and severally liable to pay for the costs associated with the investigation and remediation at six hazardous and/or toxic waste sites. In addition, the Company has been requested to supply information to the EPA and state environmental authorities on several other sites for which it has not yet been named as a PRP. The ultimate cost of remediation will depend upon changing circumstances as site investigations continue, including (a) the existing technology required for site cleanup, (b) the remedial action plan chosen and (c) the extent of site contamination and the portion attributed to the Company. The Company has entered into agreements with the New Jersey Department of Environmental Protection and Energy for the investigation and remediation of 17 formerly owned manufactured gas plant sites. One of these sites has been repurchased by the Company. The Company has also entered into various cost sharing agreements with other utilities for some of the sites. At March 31, 1994, the Company has an estimated environmental liability of $35 million recorded on its balance sheet relating to these sites. The estimated liability is based upon ongoing site investigations and remediation efforts, including capping the sites and pumping and treatment of ground water. If the periods over which the remediation is currently expected to be performed are lengthened, the Company believes that it is reasonably possible that the ultimate costs may range as high as $60 million. Estimates of these costs are subject to significant uncertainties as the Company does not presently own or control most of these sites; the environmental standards have changed in the past and are subject to future change; the accepted technologies are subject to further development; and the related costs for these technologies are uncertain. If the Company is required to utilize different remediation methods, the costs could be materially in excess of $60 million. In 1993, the NJBRC approved a mechanism for the recovery of future manufactured gas plant remediation costs through the Company's Levelized Energy Adjustment Clause (LEAC) when expenditures exceed prior collections. The NJBRC decision provides for interest to be credited to customers until the overrecovery is eliminated and for future costs to be amortized over seven years with interest. At March 31, 1994, the Company has collected from customers $4.6 million in excess of expenditures of $13.3 million. The Company is awaiting a final NJBRC order. The Company is pursuing reimbursement of the above costs from its insurance carriers, and will seek to recover costs to the extent not covered by insurance through this mechanism. - 13 - 1. COMMITMENTS AND CONTINGENCIES (continued) The Company is unable to estimate the extent of possible remediation and associated costs of additional environmental matters. Also unknown are the consequences of environmental issues, which could cause the postponement or cancellation of either the installation or replacement of utility plant. Management believes the costs described above should be recoverable through the ratemaking process. OTHER COMMITMENTS AND CONTINGENCIES In April 1994, GPU announced it was offering a voluntary enhanced retirement program to certain nonbargaining employees. In addition, in April 1994, Penelec's bargaining units were offered, and accepted, a similar enhanced retirement program. The Company and Met-Ed are negotiating with their respective unions with respect to possible participation of bargaining unit employees in similar enhanced retirement programs. The enhanced retirement programs are part of a corporate realignment that was announced in February 1994. At that time, GPU said that its goal was to achieve $80 million in annual cost savings by the end of 1996. If two-thirds of the anticipated eligible bargaining and nonbargaining employees were to accept the offer, depending upon the age and years of service of those employees, the program could result in a 1994 pretax charge to earnings for the GPU System of between $110 million and $120 million. The NJBRC has instituted a generic proceeding to address the appropriate recovery of capacity costs associated with electric utility power purchases from nonutility generation projects. The proceeding was initiated, in part, to respond to contentions of the New Jersey Public Advocate, Division of Rate Counsel (Rate Counsel), that by permitting utilities to recover such costs through the LEAC, an excess or "double recovery" may result when combined with the recovery of the utilities' embedded capacity costs through their base rates. In 1993, the Company and the other New Jersey electric utilities filed motions for summary judgment with the NJBRC requesting that the NJBRC dismiss contentions being made by Rate Counsel that adjustments for alleged "double recovery" in prior periods are warranted. Rate Counsel has filed a brief in opposition to the utilities' summary judgment motions including a statement from its consultant that in his view, the "double recovery" for the Company for the 1988-92 LEAC periods would be approximately $102 million. In February 1994, the NJBRC ruled that the 1991 LEAC period was considered closed but subsequent periods remain open for further investigation. It is anticipated that the proceeding will be transmitted to the Office of Administrative Law for further action. Management estimates that the potential exposure for LEAC periods subsequent to 1991 is approximately $33 million through February 1995, the end of the current LEAC period. Management is unable to estimate the outcome of this proceeding. As a result of the Energy Policy Act of 1992 and actions of regulatory commissions, the electric utility industry appears to be moving toward a combination of competition and a modified regulatory environment. In accordance with Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (FAS 71), the Company's financial statements reflect assets and costs based on current cost- based ratemaking regulations. Continued accounting under FAS 71 requires that the following criteria be met: - 14 - 1. COMMITMENTS AND CONTINGENCIES (continued) a) A utility's rates for regulated services provided to its customers are established by, or are subject to approval by, an independent third-party regulator; b) The regulated rates are designed to recover specific costs of providing the regulated services or products; and c) In view of the demand for the regulated services and the level of competition, direct and indirect, it is reasonable to assume that rates set at levels that will recover a utility's costs can be charged to and collected from customers. This criteria requires consideration of anticipated changes in levels of demand or competition during the recovery period for any capitalized costs. A utility's operations can cease to meet those criteria for various reasons, including deregulation, a change in the method of regulation, or a change in the competitive environment for the utility's regulated services. Regardless of the reason, a utility whose operations cease to meet those criteria should discontinue application of FAS 71 and report that discontinuation by eliminating from its balance sheet the effects of certain actions of regulators that had been recognized as assets and liabilities pursuant to FAS 71 but which would not have been recognized as assets and liabilities by enterprises in general. If a portion of the Company's operations continues to be regulated and meets the above criteria, FAS 71 accounting may only be applied to that portion. Write-offs of utility plant and regulatory assets may result for those operations that no longer meet the requirements of FAS 71. In addition, under deregulation, the uneconomical costs of certain contractual commitments for purchased power and/or fuel supplies may have to be expensed. Management believes that to the extent that the Company no longer qualifies for FAS 71 accounting treatment, a material adverse effect on its results of operations and financial position may result. The Company has entered into power purchase agreements with independently owned power production facilities (nonutility generators) for the purchase of energy and capacity for periods up to 25 years. The majority of these agreements are subject to penalties for nonperformance and other contract limitations. While a few of these facilities are dispatchable, most are must- run and generally obligate the Company to purchase all of the power produced up to the contract limits. The agreements have been approved by the NJBRC and permit the Company to recover energy and demand costs from customers through its energy clause. These agreements provide for the sale of approximately 1,194 MW of capacity and energy to the Company by the mid-to- late 1990s. As of March 31, 1994, facilities covered by these agreements having 661 MW of capacity were in service, and 215 MW are scheduled to commence operation in 1994. Payments pursuant to agreements with nonutility generators are estimated to aggregate $325 million for 1994. The price of the energy and capacity to be purchased under these agreements is determined by - 15 - 1. COMMITMENTS AND CONTINGENCIES (continued) the terms of the contracts. The rates payable under a number of these agreements are substantially in excess of current market prices. While the Company has been granted full recovery of these costs from customers by the NJBRC, there can be no assurance that the Company will continue to be able to recover these costs throughout the terms of the related contracts. The emerging competitive market has created additional uncertainty regarding the forecasting of the GPU System's energy supply needs which, in turn, has caused the Company and its affiliates to change their supply strategy to seek shorter term agreements offering more flexibility. At the same time, the Company and its affiliates are attempting to renegotiate, and in some cases buy out, high cost long-term nonutility generation contracts where opportunities arise. The extent to which the Company and its affiliates may be able to do so, however, or recover associated costs through rates, is uncertain. Moreover, these efforts have led to disputes before the NJBRC, as well as to litigation, and may result in claims against the Company for substantial damages. There can be no assurance as to the outcome of these matters. The Company's two operating nuclear units are subject to the NJBRC's annual nuclear performance standard. Operation of these units at an aggregate annual generating capacity factor below 65% or above 75% would trigger a charge or credit based on replacement energy costs. At current cost levels, the maximum annual effect on net income of the performance standard charge at a 40% capacity factor would be approximately $10 million. While a capacity factor below 40% would generate no specific monetary charge, it would require the issue to be brought before the NJBRC for review. The annual measurement period, which begins in March of each year, coincides with that used for the LEAC. During the normal course of the operation of its business, in addition to the matters described above, the Company is from time to time involved in disputes, claims and, in some cases, as a defendant in litigation in which compensatory and punitive damages are sought by customers, contractors, vendors and other suppliers of equipment and services and by both current and former employees alleging unlawful employment practices. It is not expected that the outcome of these matters will have a material effect on the Company's financial position or results of operations. 2. INCOME TAXES In March 1994, as a result of a settlement of a federal income tax refund claims for 1986, the Company and its affiliates recorded net income tax refunds aggregating $17 million, of which the Company's share is $4 million, based on the retirement of TMI-2 for tax purposes. - 16 - 2. INCOME TAXES (continued) At the same time, the Company and its affiliates also recorded a total of $46 million of net interest income, of which the Company's share is $11.5 million, representing net interest receivable from the Internal Revenue Service (IRS) associated with this refund settlement. While the Company intends to refund the tax refund amount to its customers, the ultimate disposition of the income tax refund and the associated net interest is subject to regulatory review. Income tax amounts refunded will have no effect on net income. In addition, in April 1994, audits of the Company and its affiliates' federal income tax returns for the years 1987 through 1989 were settled with the IRS. Exclusive of the effects of the TMI-2 retirement mentioned above, these settlements had no material effect on the financial position or results of operations of the Company. 3. ACCOUNTING POLICIES Effective January 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115 (FAS 115) "Accounting for Certain Investments in Debt and Equity Securities", which addresses the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. The adoption of FAS 115 did not have a material effect on the financial position of the Company. - 17 - Jersey Central Power & Light Company Management's Discussion and Analysis of Financial Condition and Results of Operations The following is management's discussion of significant factors that affected the Company's interim financial condition and results of operations. This should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 1993 Annual Report on Form 10-K. RESULTS OF OPERATIONS Earnings available for common stock for the first quarter ended March 31, 1994 were $49.4 million compared with $26.1 million for the first quarter of 1993. The increase in earnings for the quarter was primarily due to increased revenues resulting from a February 1993 retail base rate increase, increased sales due to colder-than-normal winter weather as compared with last year's, and nonrecurring net interest income resulting from refunds of previously paid federal income taxes related to the tax retirement of Three Mile Island Unit 2 (TMI-2). Earnings also increased due to a performance award of $7.8 million for the operation of the Company's nuclear generating stations. These increases were partially offset by increased operation and maintenance expense due primarily to emergency and storm repairs caused by winter storms. REVENUES: Total revenues for the first quarter of 1994 increased 8.5% to $486.9 million. The components of this change are as follows: (In Millions) Kilowatt-hour (KWh) revenues (excluding energy portion) $ 16.3 Rate increase 20.8 Energy revenues (2.0) Other revenues 3.2 Increase in revenues $ 38.3 Kilowatt-hour revenues KWh revenues increased for the quarter ended March 31, 1994 primarily due to increased sales resulting from the significantly colder-than-normal winter temperatures as compared with last year. An increase in new customers also contributed to the increase. Energy revenues Changes in energy revenues do not affect net income as they reflect corresponding changes in the energy cost rates billed to customers and expensed. Energy revenues decreased as a result of a January 1994 decrease in the energy cost rates in effect, decreased sales to other utilities and the loss of wholesale customers. These decreases were partially offset by increased sales to ultimate customers. - 18 - Other revenues Generally, changes in other revenues do not affect net income as they are offset by corresponding changes in expense, such as taxes other than income taxes. OPERATING EXPENSES: Power purchased and interchanged Generally, changes in the energy component of power purchased and interchanged expense do not significantly affect earnings as it is substantially recovered through the Company's energy clause. However, reduced reserve capacity expense resulting from the expiration of purchase contracts with other utilities favorably impacted earnings in the first quarter. Other operation and maintenance Other operation and maintenance expense increased primarily due to emergency and storm repairs caused by winter storms. Taxes other than income taxes Generally, changes in taxes other than income taxes do not significantly affect earnings as these taxes are substantially recovered in revenues. OTHER INCOME AND DEDUCTIONS: Other income, net The increase in other income, net is attributable to interest income resulting from refunds of previously paid federal income taxes related to the tax retirement of TMI-2. The tax retirement of TMI-2 resulted in a refund for the tax years in which TMI-2 was retired, and resulted in additional amounts owed for subsequent tax years in which depreciation deductions with respect to TMI-2 had been taken. The net effect on pretax earnings of these refunds for the tax retirement of TMI-2 was an increase of $11.3 million resulting from an increase in interest income of $14.7 million partially offset by an increase in interest expense of $3.4 million. INTEREST CHARGES: Other interest increased primarily due to the tax retirement of TMI-2 that resulted in an increase in interest expense on additional amounts owed for tax years in which depreciation deductions with respect to TMI-2 had been taken. - 19 - LIQUIDITY AND CAPITAL RESOURCES CAPITAL NEEDS: The Company's capital needs were $47 million for cash construction expenditures in the first quarter of 1994. Construction expenditures for the year are currently forecasted to be $281 million. Construction estimates for ongoing system development are expected to remain stable over the next five years. Expenditures for maturing debt are expected to be $60 million for 1994. Management estimates that approximately one-half of the capital needs in 1994 will be satisfied through internally generated funds. FINANCING: The Company has regulatory authority to issue and sell first mortgage bonds, which may be issued as secured medium-term notes, and preferred stock through June 1995. Under existing authorization, the Company may issue senior securities in the amount of $275 million, of which $100 million may consist of preferred stock. COMPETITION: In April 1994, GPU announced it was offering a voluntary enhanced retirement program to certain nonbargaining employees. In addition, in April 1994, Penelec's bargaining units were offered and accepted a similar enhanced retirement program. The Company and Met-Ed are negotiating with their respective unions with respect to possible participation of bargaining unit employees in similar enhanced retirement programs. The enhanced retirement programs are part of a corporate realignment that was announced in February 1994. At that time, GPU said that its goal was to achieve $80 million in annual cost savings by the end of 1996. If two-thirds of the anticipated eligible bargaining and nonbargaining employees were to accept the offer, depending upon the age and years of service of those employees, the program could result in a 1994 pretax charge to earnings for the GPU System of between $110 million and $120 million. MEETING ENERGY DEMANDS: In 1993, the New Jersey Board of Regulatory Commissioners (NJBRC) asked all electric utilities in the state to assess the economics of their purchase power contracts with nonutility generators to determine whether there were any candidates for potential buy-out or other remedial measures. The Company identified a 100-megawatt (MW) project now under development that it believes is economically undesirable based on current cost projections. In November 1993, the NJBRC directed the Company and the developer to attempt to negotiate contract repricing to a level more consistent with the Company's current avoided cost projections or a contract buy-out. The Company and the developer have not been able to reach an agreement, and pursuant to an NJBRC order, hearings on this matter are being held. The developer is contesting the NJBRC's jurisdiction in this matter in the federal courts. In January 1994, the NJBRC issued an order granting two nonutility generators, having a total of 200 MW under contract with the Company, a one-year extension in the in-service date for projects originally scheduled to - 20 - be operational in 1997. The Company has filed a motion for reconsideration of that order, which is pending before the NJBRC. The Company intends to appeal the order if its motion is not granted. In January 1994, the Company issued an all source solicitation for the short-term supply of energy and/or capacity to determine and evaluate the availability of competitively priced power supply options. The Company is seeking proposals from utility and nonutility generation suppliers, for periods of one to eight years in length, that are capable of delivering electric power beginning in 1996. This solicitation is expected to fulfill a significant part of the uncommitted sources identified in the Company's supply plan. The Company has received bids and has begun the evaluation process. The NJBRC has approved an agreement among the Company, the NJBRC staff, and a nonutility generator under which the Company has agreed to buy out a power purchase agreement for $2 million. In its order, the NJBRC has allowed the Company to recover $1.2 million of the purchase price, together with a return thereon, through the Company's Levelized Energy Adjustment Clause. The Company has contracts and anticipated commitments with nonutility generation suppliers under which a total of 661 MW of capacity is currently in service and an additional 533 MW are currently scheduled or anticipated to be in service by 1998. ENVIRONMENTAL ISSUES: To comply with the federal Clean Air Act Amendments of 1990 (Clean Air Act), the Company expects to expend up to $58 million for air pollution control equipment by the year 2000. The estimate was reduced from $145 million primarily due to the postponement of a scrubber installation at the Keystone generating station until after 2000. In developing its least-cost plan to comply with the Clean Air Act, the Company will continue to evaluate major capital investments compared to participation in the emission allowance market and the use of low-sulfur fuel. Costs associated with the capital invested in this equipment and the increased operating costs of the affected station are expected to be recoverable through the ratemaking process. - 21 - PART II ITEM 1 - LEGAL PROCEEDINGS Information concerning the current status of certain legal proceedings instituted against the Company and its affiliates as a result of the March 28, 1979 nuclear accident at Unit 2 of the Three Mile Island nuclear generating station discussed in Part I of this report in Notes to Financial Statements is incorporated herein by reference and made a part hereof. ITEM 5 - OTHER EVENTS As previously reported, GPUN believes that the Company's Oyster Creek nuclear station currently has sufficient on-site storage capacity to accommodate, under normal operating conditions, its spent nuclear fuel while maintaining the ability to remove the entire reactor core, but that additional on-site storage capacity will be required beginning in 1996 in order to maintain the full core reserve margin. Loss of the full core reserve margin means that off-loading the entire core will not be possible to conduct certain maintenance or repairs, when necessary, in order to restore operation of the plant. Contract commitments with an outside vendor have been made for the construction of incremental spent fuel dry storage capacity need for the period 1996 to 1998 at an estimated cost of $16 million. In March 1994, GPUN received approval from the Lacey Township Zoning Board to build the storage facility. The construction proposal is also contingent upon GPUN meeting certain other requirements including Nuclear Regulatory Commission Approval and licensing. GPUN expects to receive the remaining authorizations necessary by October 1994. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: (12) Statements Showing Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. - 22 - Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JERSEY CENTRAL POWER & LIGHT COMPANY May 5, 1994 By: /s/ D. Baldassari D. Baldassari, President May 5, 1994 By: /s/ P. H. Preis P. H. Preis, Vice President and Comptroller (Principal Accounting Officer) - 23 -