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 September 30, 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 voting stock, as of October 31, 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 September 30, 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 19 PART II - Other Information 25 Signatures 26 _________________________________ 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 September 30, December 31, 1994 1993 (Unaudited) ASSETS Utility Plant: In service, at original cost $4 035 234 $3 938 700 Less, accumulated depreciation 1 486 143 1 380 540 Net utility plant in service 2 549 091 2 558 160 Construction work in progress 143 172 102 178 Other, net 124 862 116 751 Net utility plant 2 817 125 2 777 089 Other Property and Investments: Nuclear decommissioning trusts 166 889 139 279 Nuclear fuel disposal fund 84 884 82 095 Other, net 5 807 5 802 Total other property and investments 257 580 227 176 Current Assets: Cash and temporary cash investments 953 17 301 Special deposits 7 384 7 124 Accounts receivable: Customers, net 143 971 133 407 Other 10 319 31 912 Unbilled revenues 48 644 57 943 Materials and supplies, at average cost or less: Construction and maintenance 100 418 102 659 Fuel 16 016 11 886 Deferred income taxes 1 799 28 650 Prepayments 199 703 58 057 Total current assets 529 207 448 939 Deferred Debits and Other Assets: Three Mile Island Unit 2 deferred costs 138 307 146 284 Unamortized property losses 105 346 109 478 Deferred income taxes 125 598 110 794 Income taxes recoverable through future rates 124 354 121 509 Other 324 152 327 886 Total deferred debits and other assets 817 757 815 951 Total Assets $4 421 669 $4 269 155 The accompanying notes are an integral part of the financial statements. -3- JERSEY CENTRAL POWER & LIGHT COMPANY Balance Sheets In Thousands September 30, December 31, 1994 1993 (Unaudited) LIABILITIES AND CAPITAL Capitalization: Common stock $ 153 713 $ 153 713 Capital surplus 435 715 435 715 Retained earnings 745 943 724 194 Total common stockholder's equity 1 335 371 1 313 622 Cumulative preferred stock: With mandatory redemption 150 000 150 000 Without mandatory redemption 37 741 37 741 Long-term debt 1 215 822 1 215 674 Total capitalization 2 738 934 2 717 037 Current Liabilities: Debt due within one year 20 009 60 008 Notes payable 98 936 - Obligations under capital leases 102 638 89 631 Accounts payable: Affiliates 49 976 34 538 Other 90 612 95 509 Taxes accrued 149 406 119 337 Deferred energy credits 12 094 23 633 Interest accrued 29 233 33 804 Other 53 732 50 950 Total current liabilities 606 636 507 410 Deferred Credits and Other Liabilities: Deferred income taxes 577 185 569 966 Unamortized investment tax credits 74 359 79 902 Three Mile Island Unit 2 future costs 84 732 79 967 Other 339 823 314 873 Total deferred credits and other liabilities 1 076 099 1 044 708 Commitments and Contingencies (Note 1) Total Liabilities and Capital $4 421 669 $4 269 155 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 Nine Months Ended September 30, Ended September 30, 1994 1993 1994 1993 Operating Revenues $567 827 $576 268 $1 513 634 $1 488 256 Operating Expenses: Fuel 25 950 32 569 80 597 72 742 Power purchased and interchanged: Affiliates 8 068 12 476 13 194 22 891 Others 157 519 157 163 437 082 440 979 Deferral of energy and capacity costs, net 832 5 020 (8 211) 30 109 Other operation and maintenance 126 864 115 853 412 850 335 164 Depreciation and amortization 46 943 46 200 141 104 137 976 Taxes, other than income taxes 64 773 67 002 177 981 175 958 Total operating expenses 430 949 436 283 1 254 597 1 215 819 Operating Income Before Income Taxes 136 878 139 985 259 037 272 437 Income taxes 37 574 41 433 58 942 65 421 Operating Income 99 304 98 552 200 095 207 016 Other Income and Deductions: Allowance for other funds used during construction 70 645 179 1 891 Other income, net 3 557 4 117 23 154 11 895 Income taxes (2 438) (1 746) (9 645) (4 715) Total other income and deductions 1 189 3 016 13 688 9 071 Income Before Interest Charges 100 493 101 568 213 783 216 087 Interest Charges: Interest on long-term debt 23 579 24 847 70 981 75 856 Other interest 3 140 1 838 12 011 4 362 Allowance for borrowed funds used during construction (799) (356) (2 054) (1 751) Total interest charges 25 920 26 329 80 938 78 467 Net Income 74 573 75 239 132 845 137 620 Preferred stock dividends 3 698 3 699 11 096 13 111 Earnings Available for Common Stock $ 70 875 $ 71 540 $ 121 749 $ 124 509 The accompanying notes are an integral part of the financial statements. - 5 - JERSEY CENTRAL POWER & LIGHT COMPANY Statements of Cash Flows (Unaudited) In Thousands Nine Months Ended September 30, 1994 1993 Operating Activities: Net income before preferred stock dividends $132 845 $137 620 Adjustments to reconcile income to cash provided: Depreciation and amortization 155 433 147 979 Amortization of property under capital leases 23 883 25 443 Voluntary enhanced retirement program 46 862 - Nuclear outage maintenance costs, net (1 507) (1 964) Deferred income taxes and investment tax credits, net 11 860 26 562 Deferred energy and capacity costs, net (8 008) 30 413 Accretion income (10 156) (10 876) Allowance for other funds used during construction (179) (1 891) Changes in working capital: Receivables 20 345 (37 755) Materials and supplies (1 890) 7 550 Special deposits and prepayments (141 905) (9 288) Payables and accrued liabilities 10 279 (148 168) Other, net (7 585) (13 384) Net cash provided by operating activities 230 277 152 241 Investing Activities: Cash construction expenditures (146 400) (145 401) Contributions to decommissioning trusts (12 719) (13 630) Other, net (9 757) (11 721) Net cash used for investing activities (168 876) (170 752) Financing Activities: Issuance of long-term debt - 401 036 Increase (decrease) in notes payable, net 99 100 (5 700) Retirement of long-term debt (40 008) (246 711) Capital lease principal payments (25 745) (19 259) Redemption of preferred stock - (52 375) Dividends paid on common stock (100 000) (30 000) Dividends paid on preferred stock (11 096) (14 119) Net cash (required) provided by financing activities (77 749) 32 872 Net (decrease) increase in cash and temporary cash investments from above activities (16 348) 14 361 Cash and temporary cash investments, beginning of year 17 301 140 Cash and temporary cash investments, end of period $ 953 $ 14 501 Supplemental Disclosure: Interest paid (net of amount capitalized) $ 85 400 $ 90 297 Income taxes paid $ 25 482 $ 21 035 New capital lease obligations incurred $ 34 935 $ 14 259 The accompanying notes are an integral part of the financial statements. -6- <FN> 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). 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 EI 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 September 30, 1994, the Company's net investment in TMI-1 and Oyster Creek, including nuclear fuel, was $164 million and $804 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, 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 prevailing design criteria 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 the 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 each plant's useful life (whether scheduled or premature), the carrying costs of that investment and retirement costs, is not assured (see NUCLEAR PLANT RETIREMENT COSTS). Management intends, in general, to seek recovery of such costs through the ratemaking process, but recognizes that recovery is not assured (see OTHER COMMITMENTS AND CONTINGENCIES - Competition and the Changing Regulatory Environment). 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. 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 federal Price-Anderson Act ($560 million at the time of the accident), 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. 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, in March 1994, that the insurers would withdraw their reservation of rights, with respect to any award of punitive damages. - 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 ten allegedly representative cases is likely to begin in 1996. In February 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 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 July 1994 the Court granted defendants' motion for interlocutory appeal of these orders, stating that they raise questions of law that contain substantial grounds for differences of opinion. The issues are now before the United States Court of Appeals. In an Order issued in April 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) stated 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 1994 dollars) for - 9 - 1. COMMITMENTS AND CONTINGENCIES (continued) TMI-1 is $157 million, of which the Company's share is $39 million, and for Oyster Creek is $189 million. Based on NRC studies, a comparable funding target for TMI-2 (in 1994 dollars), which takes into account the accident, is $250 million, of which the Company's share is $63 million. The NRC continues to study 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 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 $225 to $309 million, of which the Company's share is $56 to $77 million, and $239 to $350 million, respectively (adjusted to 1994 dollars). In addition, the studies estimated the cost of removal of nonradiological structures and materials for TMI-1 and Oyster Creek at $74 million, of which the Company's share is $19 million, and $48 million, respectively (adjusted to 1994 dollars). 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. - 10 - 1. COMMITMENTS AND CONTINGENCIES (continued) 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, based on estimates, 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 retirement expenditures are deposited in external trusts and are classified as Nuclear decommissioning trusts 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 $17 million for TMI-1 and $99 million for Oyster Creek at September 30, 1994. Oyster Creek and TMI-1 retirement 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 current ratemaking process. TMI-2: The Company and its affiliates have recorded a liability amounting to $250 million, of which the Company's share is approximately $63 million, as of September 30, 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. In addition, the Company and its affiliates had recorded a liability in the amount of $71 million, of which the Company's share was approximately $17.5 million, for nonradiological cost of removal. Expenditures for such costs through September 1994 have reduced the liability to $69 million, of which the Company's share is approximately $17.3 million. 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 expensed and made a nonrecoverable contribution of $15 million to an external decommissioning trust. Earnings on trust fund deposits are offset against amounts shown on the balance sheet under Three Mile Island Unit 2 deferred costs as collectible from customers. The New Jersey Board of Public Utilities (NJBPU) has granted the Company decommissioning revenues for its share of the remainder of the NRC funding target and allowances for the cost of removal of nonradiological structures and materials. The Company intends to seek recovery for any increases in TMI-2 retirement costs, but recognizes that recovery cannot be assured. - 11 - 1. COMMITMENTS AND CONTINGENCIES (continued) As a result of TMI-2's entering long-term monitored storage, in late 1993, the Company and its affiliates began incurring incremental annual storage costs of approximately $1 million, of which the Company's share is $.25 million. The Company and its affiliates estimate that incremental monitored storage costs will total $20 million, of which the Company's share is $5 million, through 2014, the expected retirement date of TMI-1. The Company's share of these costs has been recognized in rates by the NJBPU. 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 require that proceeds first be used for stabilization of 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 that station. The Price-Anderson Act limits the GPU System's liability to third parties for a nuclear incident at one of its sites to approximately $9.0 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 two operating reactors, subject to an annual maximum payment of $10 million per incident per reactor. In July 1994, GPUN received an exemption from the NRC to eliminate the secondary protection requirements for TMI-2. 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. - 12 - 1. COMMITMENTS AND CONTINGENCIES (continued) 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 costs of which could be material. Management intends to seek recovery through the current ratemaking process for any additional costs, but recognizes that recovery cannot be assured. To comply with the federal Clean Air Act Amendments (Clean Air Act) of 1990, the Company expects to spend up to $58 million for air pollution control equipment by the year 2000. The reduction from the previous estimate of $145 million is primarily due to the postponement of a scrubber installation at the Keystone generating station until after the year 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 or retirement of facilities. The Company has been notified by the 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 five hazardous and/or toxic waste sites. In addition, the Company has been requested to voluntarily participate in the remediation or 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 Company has also been named in a lawsuit requesting damages for hazardous and/or toxic substances allegedly released into the environment. 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. - 13 - 1. COMMITMENTS AND CONTINGENCIES (continued) The Company has entered into agreements with the New Jersey Department of Environmental Protection 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 September 30, 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 NJBPU approved a mechanism similar to the Company's Levelized Energy Adjustment Clause (LEAC) for the recovery of future manufactured gas plant remediation costs when expenditures exceed prior collections. The NJBPU 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 September 30, 1994, the Company has collected from customers $3.8 million in excess of expenditures of $14.3 million. The Company is awaiting a final NJBPU order. The Company is pursuing reimbursement of the above costs from its insurance carriers, and intends to seek recovery of these costs from its customers to the extent not covered by insurance. 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 current ratemaking process. - 14 - 1. COMMITMENTS AND CONTINGENCIES (continued) OTHER COMMITMENTS AND CONTINGENCIES Competition and the Changing Regulatory Environment 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: 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 currently. 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. - 15 - 1. COMMITMENTS AND CONTINGENCIES (continued) 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. As of September 30, 1994, facilities covered by these agreements having 664 MW of capacity were in service, with another 215 MW scheduled to commence operation in 1994. The estimated cost of these agreements for 1994 is $325 million. These agreements together with those for facilities which are not yet in operation provide for the purchase of approximately 1,197 MW of capacity and energy to the Company by the mid-to- late 1990s at varying prices. The emerging competitive market has created 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 now seek shorter term agreements offering more flexibility (see Management's Discussion and Analysis - Competition). Due to the current availability of excess capacity, the cost of near to intermediate-term energy supply from existing facilities (i.e., one to eight years) is currently very competitively priced. The forecasted cost of energy from new supply sources is now lower priced due to improvements in power plant technologies and reduced forecast fuel prices. As a result of these developments, the contract prices under virtually all of the Company and its affiliates' nonutility generation agreements are substantially in excess of current and forecasted market prices. The Company and its affiliates intend to initiate actions geared toward substantially reducing these above market payments. In addition, the Company and its affiliates intend to avoid, to the maximum extent practicable, entering into any new nonutility generation agreements that are not needed or not consistent with current market pricing. The Company and its affiliates are also attempting to renegotiate, and in some cases buy out, high cost long-term nonutility generation agreements. While the Company and its affiliates thus far have been granted substantial recovery of these costs from customers by the NJBPU and Pennsylvania Public Utility Commission (PaPUC), there can be no assurance that the Company and its affiliates will continue to be able to recover these costs throughout the term of the related agreements. If the costs under these agreements are ultimately not recoverable through ratemaking, or in a competitive market, it could result in a material adverse effect on the Company as well as the GPU System's financial position and results of operations. Moreover, efforts to lower these costs have led to disputes before both the NJBPU and the PaPUC, as well as to litigation and may result in claims against the Company and its affiliates for substantial damages. There can be no assurance as to the outcome of these matters. - 16 - 2. COMMITMENTS AND CONTINGENCIES (continued) During the second quarter, GPU announced it was offering voluntary enhanced retirement programs to certain employees. The enhanced retirement programs are part of a corporate realignment 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. Approximately 82% of eligible employees have accepted the retirement programs, resulting in a pre-tax charge to earnings of $127 million, of which the Company's share was $47 million. These charges are included as Other operation and maintenance expense on the Income Statement. The NJBPU 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 Division of the Ratepayer Advocate (Ratepayer Advocate), 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 NJBPU requesting that the NJBPU dismiss contentions being made by Ratepayer Advocate that adjustments for alleged "double recovery" in prior periods are warranted. Ratepayer Advocate 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 NJBPU ruled that the 1991 LEAC period was considered closed but subsequent LEAC periods remain open for further investigation. This matter is pending before an NJBPU Administrative Law Judge. Management estimates that the potential exposure for LEAC periods subsequent to 1991 is approximately $30 million through February 1995, the end of the current LEAC period. Management is unable to predict the outcome of this proceeding. The Company's two operating nuclear units are subject to the NJBPU'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 NJBPU 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. - 17 - 2. INCOME TAXES In March 1994, as a result of a settlement of a federal income tax refund claim for 1986, the Company and its affiliates recorded net income tax refunds aggregating $17 million, of which the Company's share was $4 million, based on the retirement of TMI-2 for tax purposes. The Company is returning its portion of the tax refund amounts to its customers by reducing the recovery period for its investment in TMI-2. Income tax amounts refunded will have no effect on net income. 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 was $11.5 million, representing net interest receivable from the Internal Revenue Service associated with this refund settlement. - 18 - 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 three months ended September 30, 1994 were $70.9 million compared with $71.5 million for the three months ended September 30, 1993. For the nine months ended September 30, 1994, earnings available for common stock decreased to $121.7 million from $124.5 million for the comparable period in 1993. The slight decrease in earnings for the three months ended September 30, 1994 was primarily the result of increased operation and maintenance expense, which was partially offset by a reduction in reserve capacity expense. Earnings for the nine months ended September 30, 1994 continue to be negatively affected by a second quarter charge of $46.9 million ($30.3 million after taxes) for costs related to the Voluntary Enhanced Retirement Programs. The same factors that affected the quarterly results also affected results for the nine-month period. Increased other operation and maintenance expense included higher emergency and winter storm repair costs, and contributed to the earnings reduction in the current nine month period. Earnings for the nine months ended September 30, 1994 were positively affected by 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), increased sales due primarily to the colder-than- normal winter weather as compared with last year's, increased revenues resulting from the continued positive effects of a February 1993 retail base rate increase, and a performance award of $7.8 million for the operation of the Company's nuclear generating stations. Increased other operation and maintenance expense, which included emergency and winter storm repair costs, more than offset the increases detailed above, resulting in an earnings decrease in the nine month period. OPERATING REVENUES: Total revenues of $567.8 million for the three months ended September 30, 1994 were lower by 1.5% compared with the three months ended September 30, 1993. Total revenues for the nine months ended September 30, 1994 increased 1.7% to $1.5 billion compared with the same period in 1993. The components of the changes are as follows: - 19 - (In Millions) Three Months Nine Months Ended Ended September 30, 1994 September 30, 1994 Kilowatt-hour (KWH) revenues (excluding energy portion) $(0.5) $21.0 Rate increase - 20.8 Energy revenues (7.7) (20.8) Other revenues (0.2) 4.4 (Decrease)/Increase in revenues $(8.4) $25.4 Kilowatt-hour revenues The increase in KWH revenues for the nine months ended September 30, 1994 was principally due to new customer additions and increased sales resulting from seasonal weather effects, particularly the colder-than-normal winter weather as compared with last year. KWH revenues were relatively flat for the three month period as the growth in new customers was offset by reduced customer usage, which was primarily weather-related. Energy revenues Changes in energy revenues do not affect earnings as they reflect corresponding changes in the energy cost rates billed to customers and expensed. Energy revenues decreased in each period as a result of a January 1994 decrease in the energy cost rates in effect, decreased energy sales to other utilities and the loss of wholesale customers. For the nine month period, these decreases were partially offset by increased sales to ultimate customers. 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, earnings for the three and nine months ended September 30, 1994 were favorably impacted by a reduction in reserve capacity expense primarily resulting from the replacement at lower rates of expiring utility purchase contracts. - 20 - Other operation and maintenance The increase in other operation and maintenance expense for the three months ended September 30, 1994 is primarily due to higher storm and emergency repairs. The increase in other operation and maintenance expense for the nine months ended September 30, 1994 is largely attributable to a $46.9 million charge for costs related to the Voluntary Enhanced Retirement Programs. Other operation and maintenance expense also increased in the nine-month period due to higher emergency and winter storm repairs. Taxes, other than income taxes Generally, changes in taxes other than income taxes do not significantly affect earnings as they are substantially recovered in revenues. OTHER INCOME AND DEDUCTIONS: Other income, net The increase in the nine-month period is principally due to nonrecurring interest income resulting from refunds of previously paid federal income taxes related to the tax retirement of TMI-2. INTEREST CHARGES: Interest on long-term debt decreased for both periods as a result of lower interest rates associated with the refinancing of higher cost debt. Interest on long-term debt also decreased as a result of a reduction in long- term debt outstanding. Other interest increased in the nine-month period primarily due to the tax retirement of TMI-2, which 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. Other interest also increased in both periods due to an increase in the average outstanding amounts of short-term debt and an increase in interest rates. LIQUIDITY AND CAPITAL RESOURCES CAPITAL NEEDS: The Company's capital needs for the nine months ended September 30, 1994 consisted of $146 million for cash construction expenditures and $40 million for maturing obligations. The GPU System's construction forecast for 1994 is currently $586 million, of which the Company's share is $249 million. Expenditures for maturing debt are expected to be $60 million for 1994. Management estimates that approximately one-half of the 1994 capital needs will be satisfied through internally generated funds. - 21 - FINANCING: GPU has requested authorization from the Securities and Exchange Commission (SEC) to issue up to 5 million shares of additional common stock through 1996. The proceeds from the sale of such additional common stock would be principally used to increase the Company and its affiliates' common equity ratios. In October 1994, the Company requested regulatory authorization to issue up to $125 million of Monthly Income Preferred Securities (Securities) through a special purpose finance subsidiary. The proceeds from the sale of the Securities will be loaned to the Company and the Company will issue its deferrable interest subordinated debentures to its subsidiary. The Company will take a tax deduction for interest paid on the subordinated debentures and will receive some preferred equity recognition by the credit rating agencies for the Securities. In the third quarter of 1994, the Company redeemed at maturity 8.70% and 8.85% first mortgage bonds aggregating $40 million. The Company also redeemed a maturing $20 million 8.65% first mortgage bond in October 1994. 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. The Company currently has the ability to issue $318 million of first mortgage bonds on the basis of previously issued and retired bonds, and has interest and dividend coverage ratios currently well in excess of indenture and charter restrictions. The Company also has regulatory authority to issue short-term debt, a portion of which may be commercial paper. GPU GENERATION CORPORATION: In the third quarter of 1994, the Pennsylvania Public Utility Commission authorized Met-Ed and Penelec to enter into an operating agreement with the proposed GPU Generation Corporation (GPUGC) whereby GPUGC would undertake responsibility for the operation, maintenance and rehabilitation of all nonnuclear generation facilities owned and operated by the Company and its affiliates as well as the responsibility for the design, construction, start- up and testing of any new nonnuclear generation facilities which the Company and its affiliates may need in the future. Similar applications for regulatory approval are pending with the NJBPU and the SEC. COMPETITION: Due to the current availability of excess capacity, the cost of near to intermediate-term energy supply from existing facilities (i.e., one to eight years) is currently very competitively priced as evidenced by the results of the Company's all source competitive supply solicitation conducted in 1994. In addition to the energy purchase opportunities from existing facilities, the forecasted cost of energy from new supply sources is now lower than the forecasted price in prior years due to improvements in power plant - 22 - technologies and reduced forecast fuel prices. As a result of these developments, the contract prices payable under virtually all of the Company and its affiliates' nonutility generation agreements are substantially in excess of current and forecasted market prices. The current and anticipated above-market payments for nonutility generation (NUG) contracted power is likely to adversely impact the competitive position of the Company and its affiliates. In addition, if the costs under these agreements are ultimately not recoverable through ratemaking, or in a competitive market, it could result in a material adverse effect on the Company and its affiliates financial position and results of operations. Therefore, the Company and its affiliates plan on initiating actions to either eliminate or substantially reduce the above-market payments under NUG contracts. The Company and its affiliates intend to communicate with legislators, regulators and customers as to the adverse economic impacts of these above-market contracts; initiate regulatory and legislative actions to mitigate the future economic impact of these contracts; and aggressively pursue NUG contract restructurings including contract buyouts. As part of the program to reduce above-market payments under NUG agreements, the Company and its affiliates intend to implement a program under which the natural gas fuel and transportation for the Company and its affiliates' gas-fired facilities, as well as up to approximately 1,100 megawatts of NUG contract capacity, would be pooled and managed by a non- affiliated fuel manager. The Company and its affiliates are in the process of initiating discussions with the NUGs involved, negotiating a management agreement with a fuel manager and reviewing the extent to which state and federal regulatory approvals may be necessary. For more information concerning NUG purchased power, see Note 1, Other Commitments and Contingencies - Competition and the Changing Regulatory Environment to the financial statements. MEETING ENERGY DEMANDS: In 1993, the NJBPU asked all electric utilities in the state to assess the economics of their purchase power contracts with nonutility generators to determine whether there are 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, at the NJBPU's direction, the Company and the developer attempted to negotiate contract repricing to a level more consistent with the Company's current avoided cost projections or a contract buy-out but were unable to reach agreement. Pursuant to an NJBPU order, hearings on whether the NJBPU should revoke or modify its 1992 order approving the power purchase agreement are being held. The developer has contested the NJBPU's authority in this matter in the federal courts. In March 1994, the U.S. District Court granted the Company's motion to dismiss the developer's complaint, holding that the federal courts did not have jurisdiction. The developer has appealed the decision to the U.S. Court of Appeals. Oral argument has been held and a decision is pending. In January 1994, the NJBPU issued an order granting two nonutility generators, having a total of 200 MW under contract with the Company, an extension in the in-service date for projects originally scheduled to be - 23 - operational in 1997. The Company believes these contracts provide for payments substantially in excess of current and future avoided cost projections and in June 1994 appealed the NJBPU's decision to the Appellate Division of the New Jersey Superior Court. The NJBPU order extends the in- service date for one year plus the period until the Company's appeals are decided. 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. This solicitation is expected to fulfill a significant part of the uncommitted sources identified in the Company's supply plan at a cost significantly below the cost of both replacement power and new generation. The Company has evaluated the bids and has commenced contract negotiations. In March 1994, a nonutility generation developer petitioned the NJBPU for an order directing the Company to enter into a long-term contract to sell the Company 200 MW of energy annually. The Company has appealed this petition and the NJBPU has referred the matter to an Administrative Law Judge for evidentiary hearings which have not yet begun. The Company has contracts and anticipated commitments with nonutility generation suppliers under which a total of 664 MW of capacity is currently in service and an additional 533 MW are currently scheduled or anticipated to be in service by 1999. - 24 - </FN> 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 In July 1994, the Nuclear Regulatory Commission ordered all boiling water reactor owners to inspect, during their next outage, the shroud inside the reactor vessel. Certain welds in the shroud, which directs the flow of cooling water through the fuel core, may be susceptible to cracking. On September 10, 1994, the Company's Oyster Creek generating station was taken out of service for a scheduled maintenance and refueling outage. Examination during the outage has identified significant cracks. The necessary modifications are estimated to cost $6 million and is expected to extend the outage by up to three weeks. As previously reported, GPUN believes that the Oyster Creek nuclear station will require additional on-site storage capacity, beginning in 1996, in order to maintain its full core reserve margin. Loss of the full core reserve margin would mean that off-loading the entire core would not be possible to conduct certain maintenance or repairs, when necessary, in order to restore operation of the plant. In March 1994, the Lacey Township Zoning Board of Adjustment issued a use variance for the facility. In May 1994, Berkeley Township and other parties appealed to the New Jersey Superior Court to overturn the Lacey Township Zoning Board decision. The Court has scheduled a trial for December 8, 1994. Construction of the facility, which is scheduled for completion in September 1995, is continuing during the appeal process. 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. (27) Financial Data Schedule. - 25 - 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 November 4, 1994 By: /s/ D. Baldassari D. Baldassari, President November 4, 1994 By: /s/ D. W. Myers D W. Myers, Vice President - Operations Support and Comptroller (Principal Accounting Officer) - 26 - Exhibit 12 Page 1 of 2 JERSEY CENTRAL POWER & LIGHT COMPANY STATEMENTS SHOWING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS BASED ON SEC REGULATION S-K, ITEM 503 (In Thousands) UNAUDITED Nine Months Ended September 30, 1993 September 30, 1994 OPERATING REVENUES $1 488 256 $1 513 634 OPERATING EXPENSES 1 215 819 1 254 597 Interest portion of rentals (A) 8 009 8 284 Net expense 1 207 810 1 246 313 OTHER INCOME: Allowance for funds used during construction 3 642 2 233 Other income, net 11 895 23 154 Total other income 15 537 25 387 EARNINGS AVAILABLE FOR FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (excluding taxes based on income) $ 295 983 $ 292 708 FIXED CHARGES: Interest on funded indebtedness $ 75 856 $ 70 981 Other interest 4 362 12 011 Interest portion of rentals (A) 8 009 8 284 Total fixed charges $ 88 227 $ 91 276 RATIO OF EARNINGS TO FIXED CHARGES 3.35 3.21 Preferred stock dividend requirement 13 111 11 096 Ratio of income before provision for income taxes to net income (B) 151.0% 151.6% Preferred stock dividend requirement on a pretax basis 19 798 16 822 Fixed charges, as above 88 227 91 276 Total fixed charges and preferred stock dividends $ 108 025 $ 108 098 RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS 2.74 2.71 Exhibit 12 Page 2 of 2 JERSEY CENTRAL POWER & LIGHT COMPANY STATEMENTS SHOWING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS BASED ON SEC REGULATION S-K, ITEM 503 (In Thousands) UNAUDITED <FN> NOTES: (A) The Company has included the equivalent of the interest portion of all rentals charged to income as fixed charges for this statement and has excluded such components from Operating Expenses. (B) Represents income before provision for income taxes of $201,432 and $207,756 for the nine months ended September 30, 1994 and September 30, 1993, respectively, divided by net income of $132,845 and $137,620, respectively. </FN>