OHIO EDISON COMPANY SELECTED FINANCIAL DATA 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------------------------- (In thousands) Operating Revenues $2,686,949 $2,519,662 $2,473,582 $2,469,785 $2,465,846 ------------------------------------------------------------------ Operating Income $ 473,042 $ 486,920 $ 488,568 $ 530,069 $ 566,618 ------------------------------------------------------------------ Income Before Extraordinary Item $ 297,689 $ 301,320 $ 293,194 $ 315,170 $ 317,241 ------------------------------------------------------------------ Net Income $ 297,689 $ 270,798 $ 293,194 $ 315,170 $ 317,241 ------------------------------------------------------------------ Earnings on Common Stock $ 286,142 $ 258,828 $ 280,802 $ 302,673 $ 294,747 ------------------------------------------------------------------ Total Assets $8,700,746 $8,923,826 $9,158,141 $9,218,623 $9,035,112 ------------------------------------------------------------------ Capitalization at December 31: Common Stockholder's Equity $2,624,460 $2,681,873 $2,724,319 $2,503,359 $2,407,871 Preferred Stock: Not Subject to Mandatory Redemption 200,070 211,870 211,870 211,870 211,870 Subject to Mandatory Redemption 140,000 145,000 150,000 155,000 160,000 Long-Term Debt 2,175,812 2,215,042 2,569,802 2,712,760 2,786,256 ------------------------------------------------------------------ Total Capitalization $5,140,342 $5,253,785 $5,655,991 $5,582,989 $5,565,997 ------------------------------------------------------------------ Capitalization Ratios: Common Stockholder's Equity 51.1% 51.0% 48.2% 44.8% 43.3% Preferred Stock: Not Subject to Mandatory Redemption 3.9 4.0 3.7 3.8 3.8 Subject to Mandatory Redemption 2.7 2.8 2.7 2.8 2.9 Long-Term Debt 42.3 42.2 45.4 48.6 50.0 ------------------------------------------------------------------ Total Capitalization 100.0% 100.0% 100.0% 100.0% 100.0% ------------------------------------------------------------------ Kilowatt-Hour Sales (Millions): Residential 9,483 8,773 8,631 8,704 8,546 Commercial 8,238 7,590 7,335 7,246 7,151 Industrial 11,310 10,803 11,202 11,089 10,513 Other 151 150 150 147 146 ------------------------------------------------------------------ Total Retail 29,182 27,316 27,318 27,186 26,356 Total Wholesale 6,881 5,706 5,241 7,076 6,920 ------------------------------------------------------------------ Total 36,063 33,022 32,559 34,262 33,276 ------------------------------------------------------------------ Customers Served: Residential 1,016,793 1,004,552 995,605 988,179 978,118 Commercial 115,581 113,820 111,189 113,795 111,978 Industrial 4,627 4,598 4,568 4,590 4,268 Other 1,539 1,476 1,415 1,331 1,308 ------------------------------------------------------------------ Total 1,138,540 1,124,446 1,112,777 1,107,895 1,095,672 ------------------------------------------------------------------ Number of Employees 2,734 2,832 4,215 4,273 4,812 OHIO EDISON COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Operating revenues increased by $167.3 million in 1999 following a $46.1 million increase in 1998. This represents the fifth consecutive year of record operating revenues. The sources of the increases in operating revenues during 1999 and 1998 are summarized in the following table. Sources of Revenue Changes 1999 1998 - ------------------------------------------------------------ (In millions) Change in retail kilowatt-hour sales 151.3 (0.1) Change in average retail price $(36.3) $27.0 Increase in wholesale sales 54.6 13.3 Other (2.3) 5.9 - ------------------------------------------------------------- Net Increase in Operating Revenues $167.3 $46.1 ============================================================= Electric Sales Operating revenues increased in 1999 from 1998 as a result of kilowatt-hour sales growth in both the retail and wholesale markets. Increases in sales to residential, commercial and industrial customers produced the higher retail sales. Strong consumer-driven economic growth and, to a lesser extent, the weather contributed to the increased retail sales. Weather-induced electricity demand in the wholesale market and additional available internal generation combined to increase sales to wholesale customers. After setting a new record in 1997, total retail kilowatt-hour sales in 1998 were about the same as 1997. Residential and commercial sales benefited from continued growth in the retail customer base. The closure of an electric arc furnace by a large steel customer in the latter part of 1997 and a general decline in electricity demand by steel manufacturers due to intense foreign competition contributed to the lower industrial sales in 1998, compared to the prior year. Changes in kilowatt-hour sales by customer class in 1999 and 1998 are summarized in the following table. Changes in KWH Sales 1999 1998 - ----------------------------------------------------- Residential 8.1% 1.7% Commercial 8.6% 3.5% Industrial 4.7% (3.6%) - ------------------------------------------------------ Total Retail 6.8% -- Wholesale 20.6% 8.9% - ------------------------------------------------------ Total Sales 9.2% 1.4% - ------------------------------------------------------ Operating Expenses and Taxes Total operating expense and taxes increased $181.2 million in 1999, compared to 1998, primarily due to additional depreciation and amortization. Higher operation and maintenance costs also contributed to the increase. In 1998, total operating expenses and taxes increased $47.7 million due primarily to unusually high purchased power costs. The increase in operation and maintenance costs in 1999 from 1998 occurred despite a reduction in fuel and purchased power costs, which were $35.9 million lower than the previous year. Purchased power costs accounted for all of the reduction in 1999. Much of the decrease in purchased power costs occurred in the second quarter of 1999 due to the absence of unusual conditions experienced in 1998. Those costs were incurred during a period of record heat and humidity in late June 1998, which coincided with a regional power shortage resulting in high prices for purchased power. Unscheduled outages at Beaver Valley Units 1 and 2 at the same time required us to purchase significant amounts of power on the spot market. Although above normal temperatures were also experienced in 1999, we maintained a stronger capacity position compared to the previous year and better met customer demand from our own internal generation. In 1998, fuel and purchased power increased $74.4 million from 1997 for the reasons discussed above. Nuclear operating costs increased in 1999, compared to 1998, for several reasons. Refueling outages at Beaver Valley Unit 2 and the Perry Plant, as well as increased ownership of the Beaver Valley Plant following the Duquesne Light Company (Duquesne) asset swap in early December 1999 (including nonrecurring swap-related liabilities assumed) increased 1999 nuclear operating expenses compared to 1998. Nuclear operating costs increased in 1998 reflecting higher costs at the Beaver Valley Plant. Other operating costs also rose in 1999 from the prior year primarily due to higher customer and sales expenses including expenditures for energy marketing programs, information system requirements and other customer-related costs, as well as higher distribution costs from storm repairs and overhead line maintenance. Offsetting a portion of the increase in other operating costs were lower nonnuclear production costs from the Sammis generating plant. Other operating costs decreased in 1998 from the previous year due principally to the absence of expenses related to a 1997 voluntary retirement program and estimated severance costs which increased other operating costs for that year. Accelerated cost recovery in connection with our rate plan was the primary factor contributing $160.6 million of the increase in depreciation and amortization in 1999, compared to the prior year. In 1998, depreciation and amortization decreased $14.2 million from 1997 primarily due to the net effect of the Ohio Edison Company (OE) and Pennsylvania Power Company (Penn) rate plans. In 1998, general taxes increased from the prior year in part because of gross receipts taxes on increased operating revenues. Net Interest Charges Net interest charges continued to trend downward in 1999 and 1998 primarily due to redemptions and refinancings of long-term debt. Extraordinary Item The Pennsylvania Public Utility Commission's (PPUC) authorization of Penn's rate restructuring plan led to the discontinued application of Statement of Financial Accounting Standards No. 71 (SFAS 71), "Accounting for the Effects of Certain Types of Regulation," to Penn's generation business in 1998. This resulted in an after-tax write-down in 1998 of $30.5 million of its nuclear generating unit investment and the recognition of a portion of such investment -- recoverable through future customer rates -- as a regulatory asset. Earnings on Common Stock Earnings on common stock increased to $286.1 million in 1999 from $258.8 million in 1998. Results for 1999 were favorably affected by higher sales revenues, the absence of the 1998 extraordinary charge and unusually high purchased power costs experienced in 1998 and lower interest costs that were principally offset by an increase in depreciation and amortization expense. The decrease to $258.8 million experienced in 1998 from $280.8 million in 1997 was due in large part to the extraordinary charge in 1998 resulting from the discontinued application of SFAS 71 to Penn's generation business discussed above. Capital Resources and Liquidity With the July 1999 passage of legislation in Ohio allowing retail customers to purchase electricity from alternative energy suppliers beginning January 2001, the arrival of new participants in the Ohio electricity market is expected in the near future. We continue to take steps designed to enhance our competitive position while seeking additional efficiencies. Our improving financial position reflects ongoing efforts to increase competitiveness and enhance shareholder value. We have continued to strengthen our financial position over the past five years by improving our fixed charge coverage ratios. Our corporate indenture ratio, which is used to measure our ability to issue first mortgage bonds, increased from 5.34 in 1994 to 6.89 in 1999, which enhances our financial flexibility. Over the same period, our charter ratio, a measure of our ability to issue preferred stock, improved from 2.11 to 2.62 and our common stockholder's equity as a percentage of capitalization rose from approximately 40% at the end of 1994 to 51% at the end of 1999. Net redemptions of long-term debt and preferred stock totaled $245.3 million, including $18.3 million of optional redemptions in 1999. In addition, we completed $240.9 million of refinancings. Over the last five years, we have reduced the average cost of long-term debt from 8.17% in 1994 to 7.22% at the end of 1999. We had about $87.2 million of cash and temporary investments and $358.3 million of short-term indebtedness as of December 31, 1999. Our unused borrowing capability included $76.5 million under revolving lines of credit and a $7.0 million bank facility that provides for borrowings on a short-term basis at the bank's discretion. At the end of 1999, we had the capability to issue $1.1 billion of additional first mortgage bonds on the basis of property additions and retired bonds. Based upon applicable earnings coverage tests and our respective charters, we could issue $1.3 billion of preferred stock (assuming no additional debt were issued). Our cash requirements in 2000 for operating expenses, construction expenditures, scheduled debt maturities and preferred stock redemptions are expected to be met without issuing new securities. During 1999, we reduced our total debt by approximately $125 million. We have cash requirements of approximately $1.2 billion for the 2000-2004 period to meet scheduled maturities of long-term debt and preferred stock. Of that amount, approximately $206 million relates to 2000. Our capital spending for the period 2000-2004 is expected to be about $1.0 billion (excluding nuclear fuel), of which approximately $251 million applies to 2000. Investments for additional nuclear fuel during the 2000-2004 period are estimated to be approximately $218 million, of which about $65 million relates to 2000. During the same periods, our nuclear fuel investments are expected to be reduced by approximately $215 million and $46 million, respectively, as the nuclear fuel is consumed. Also, we have operating lease commitments, net of PNBV Capital Trust cash receipts, of approximately $358 million for the 2000-2004 period, of which approximately $71 million relates to 2000. On December 3, 1999, we completed the exchange of generating assets between Duquesne and FirstEnergy, which increased FirstEnergy's portfolio of generation resources. Duquesne transferred 1,436 megawatts at five generating plants in exchange for 1,328 megawatts at three plants owned by FirstEnergy operating companies. In the exchange, we received all of Duquesne's ownership interest in the Beaver Valley Plant, and an additional interest in the Bruce Mansfield Plant while providing Duquesne with our ownership interest in the New Castle and Niles generating plants. At the end of 1999, Penn transferred its interest in Penn Power Energy, Inc., a wholly owned subsidiary selling energy in Pennsylvania's unregulated generation market, to FirstEnergy Services Corp., an affiliated company. For FirstEnergy, the transaction centralized unregulated electricity sales and marketing activities in one entity. Interest Rate Risk Our exposure to fluctuations in market interest rates is mitigated since a significant portion of our debt has fixed interest rates, as noted in the table below. We are subject to the inherent interest rate risks related to refinancing maturing debt by issuing new debt securities. As discussed in Note 2, our investment in the PNBV Capital Trust effectively reduces future lease obligations, also reducing interest rate risk. Changes in the market value of our nuclear decommissioning trust funds are recognized by making a corresponding change to the decommissioning liability, as described in Note 1. The table below presents principal amounts and related weighted average interest rates by year of maturity for our investment portfolio, debt obligations and preferred stock with mandatory redemption provisions. Comparison of Carrying Value to Fair Value - -------------------------------------------------------------------------------------------------------- There- Fair 2000 2001 2002 2003 2004 after Total Value - -------------------------------------------------------------------------------------------------------- (Dollars in millions) Investments other than Cash and Cash Equivalents: Fixed Income $ 17 $ 23 $ 26 $ 30 $305 $511 $ 912 $ 922 Average interest rate 7.3% 7.6% 7.8% 7.9% 7.8% 7.8% 7.8% - --------------------------------------------------------------------------------------------------------- Liabilities - --------------------------------------------------------------------------------------------------------- Long-term Debt: Fixed rate $201 $ 17 $327 $246 $ 95 $839 $1.725 $1,710 Average interest rate 7.0% 8.0% 7.8% 8.2% 7.3% 7.1% 7.4% Variable rate $190 $568 $ 758 $ 749 Average interest rate 7.5% 4.3% 5.1% Short-term Borrowings $358 $ 358 $ 358 Average interest rate 6.3% 6.3% - --------------------------------------------------------------------------------------------------------- Preferred Stock $ 5 $ 5 $ 1 $ 1 $ 1 $132 $ 145 $ 142 Average dividend rate 8.5% 8.5% 7.6% 7.6% 7.6% 8.9% 8.8% - --------------------------------------------------------------------------------------------------------- Outlook We continue to face many competitive challenges as the electric utility industry undergoes significant changes, including changing regulation and the entrance of more energy suppliers into the marketplace. Retail wheeling, which began in 1999 in our Pennsylvania service area, allows retail customers to purchase electricity from alternative energy suppliers. Recent legislation provides for similar changes beginning in 2001 in Ohio. Our existing Ohio regulatory plan provides us with a solid foundation to meet the challenges we are facing by significantly reducing fixed costs and lowering rates to a more competitive level. Our Rate Reduction and Economic Development Plan, approved by the PUCO in 1995, provides for accelerated capital recovery and interim rate credits to customers during the period covered by the plan. The transition plan ultimately approved by the Public Utilities Commission of Ohio (PUCO) will supersede our current Ohio rate plan; however, rate reductions under the existing regulatory plan will continue. In July 1999, Ohio's new electric utility restructuring legislation, which will allow Ohio electric customers to select their generation suppliers beginning January 1, 2001, was signed into law. Among other things, the new law provides for a 5% reduction on the generation portion of residential customers' bills and the opportunity to recover transition costs, including regulatory assets, from January 1, 2001 through December 31, 2005. The period for the recovery of regulatory assets only can be extended up to December 31, 2010. The PUCO was authorized to determine the level of transition cost recovery, as well as the recovery period for the regulatory assets portion of those costs, in considering each Ohio electric utility's transition plan application. FirstEnergy refiled a transition plan on our behalf, as well as for its other Ohio electric utility operating companies -- The Cleveland Electric Illuminating Company (CEI) and The Toledo Edison Company (TE) -- on December 22, 1999. The plan was originally filed with the PUCO on October 4, 1999, but was refiled to conform to PUCO rules established on November 30, 1999. The new filing also included additional information on our plan to turn over control, and perhaps ownership, of our transmission assets to the Alliance Regional Transmission Organization (Alliance), which is discussed below. The transition plan itemizes, or unbundles, the current price of electricity into separate components -- including generation, transmission, distribution and transition charges. As required by the PUCO's rules, FirstEnergy's filing also included proposals on corporate separation of regulated and unregulated operations, operational and technical support changes needed to accommodate customer choice, an education program to inform customers of their options under the law, and how our transmission system will be operated to ensure access to all users. Under our transition plan, customers who remain with us as their generation provider will continue to receive savings under our rate plan, expected to total $422 million between 2000 and 2005. In addition, FirstEnergy's Ohio utility customers will save $358 million through reduced charges for taxes and a 5% reduction in the price of generation for residential customers beginning January 1, 2001. Customer prices are expected to be frozen through a five-year market development period (2001-2005), except for certain limited statutory exceptions including the 5% reduction in the price of generation for residential customers. The plan proposes recovery of generation-related transition costs of approximately $1.8 billion ($1.6 billion, net of deferred income taxes) over the market development period; transition costs related to regulatory assets aggregating approximately $1.5 billion ($1.0 billion, net of deferred income taxes) are expected to be recovered over the period 2001 through 2004. When the transition plan is approved by the PUCO, the application of SFAS 71 to our Ohio generation business will be discontinued. In the meantime, we will continue to bill and collect cost-based rates in Ohio through the end of 2000. If the transition plan ultimately approved by the PUCO does not provide adequate recovery of our nuclear generating unit investments and regulatory assets, there would be a charge to earnings which could have a material adverse effect on our results of operations and financial condition. We believe that we will continue to bill and collect cost-based rates for our transmission and distribution services, which will remain regulated; accordingly, it is appropriate that we continue the application of SFAS 71 to those operations after December 31, 2000. For Penn, application of SFAS 71 was discontinued for the generation portion of its business in 1998 following PPUC approval of its restructuring plan. Under the plan, a phase-in period for customer choice began with 66% of Penn's customers able to select their energy supplier beginning January 2, 1999, and all remaining customers able to select their energy providers starting January 1, 2001. Penn is entitled to recover $236 million of stranded costs through a competitive transition charge that started in 1999 and ends in 2006. In the second half of 1999, we received notification of pending legal actions based on alleged violations of the Clean Air Act at our Sammis Plant involving the states of New York and Connecticut, as well as the U.S. Department of Justice. The civil complaint filed by the U.S. Department of Justice requests installation of "best available control technology" as well as civil penalties of up to $27,500 per day. We believe the Sammis Plant is in full compliance with the Clean Air Act and the legal actions to be without merit. However, we are unable to predict the outcome of this litigation. Penalties could be imposed if the Sammis Plant continues to operate without correcting the alleged violations and a court determines that the allegations are valid. We expect the Sammis Plant to continue to operate while the matter is being decided. On October 27, 1999, the Federal Energy Regulatory Commission (FERC) approved FirstEnergy's plan to transfer our transmission assets and those of CEI and TE to American Transmission Systems Inc. (ATSI). The PUCO approved the transfer in February 2000. PPUC and Securities and Exchange Commission regulatory approvals are also required. The new FirstEnergy subsidiary represents a first step toward the goal of establishing or becoming part of a larger independent, regional transmission organization (RTO). In working toward that goal, FirstEnergy joined with four other companies -- American Electric Power, Consumers Energy, Detroit Edison and Virginia Power -- to form the Alliance RTO. On June 3, 1999, the Alliance submitted an application to FERC to form an independent, for profit RTO. On December 15, 1999, FERC issued an order conditionally approving the Alliance's application. Recently Issued Accounting Standard In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 establishes accounting and reporting standards requiring that every derivative instrument (including derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or liability measured at its fair value. SFAS 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement. We have not completed quantifying the impacts of adopting SFAS 133 on our financial statements or determined the method of its adoption. However, SFAS 133 could increase volatility in earnings and other comprehensive income. We anticipate adopting the new statement on its amended effective date of January 1, 2001. Year 2000 Update Based on the results of our remediation and testing efforts, we filed documents with the North American Electric Reliability Council, Nuclear Regulatory Commission, PUCO and PPUC that as of June 30, 1999, our generation, transmission, and distribution systems were ready to serve customers in the year 2000. We have since experienced no failures or interruptions of service to our customers resulting from the Year 2000 issue, which was consistent with our expectations. We spent $41.4 million on Year 2000 related costs through December 31, 1999, which was slightly lower than previously estimated. Of this total, $32.9 million was capitalized since those costs are attributable to the purchase of new software for total system replacements because the Year 2000 solution comprises only a portion of the benefits resulting from the system replacements. The remaining $8.5 million was expensed as incurred. We do not believe there are any continuing Year 2000 issues to be addressed, nor any additional material Year 2000 expenditures. Forward-Looking Information This discussion includes forward-looking statements based on information currently available to management that are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms anticipate, potential, expect, believe, estimate and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy market prices, legislative and regulatory changes, and the availability and cost of capital and other similar factors. OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF INCOME For the Years Ended December 31, 1999 1998 1997 - ------------------------------------------------------------------------------------------ (In thousands) OPERATING REVENUES $2,686,949 $2,519,662 $2,473,582 ---------- ---------- ---------- OPERATING EXPENSES AND TAXES: Fuel and purchased power 475,792 511,645 437,223 Nuclear operating costs 312,289 279,917 267,681 Other operating costs 432,476 411,985 446,778 ---------- ---------- ---------- Total operation and maintenance expenses 1,220,557 1,203,547 1,151,682 Provision for depreciation and amortization 582,197 411,979 426,205 General taxes 240,281 242,524 234,964 Income taxes 170,872 174,692 172,163 ---------- ---------- ---------- Total operating expenses and taxes 2,213,907 2,032,742 1,985,014 ---------- ---------- ---------- OPERATING INCOME 473,042 486,920 488,568 OTHER INCOME 45,846 47,621 52,847 ---------- ---------- ---------- INCOME BEFORE NET INTEREST CHARGES 518,888 534,541 541,415 ---------- ---------- ---------- NET INTEREST CHARGES: Interest on long-term debt 178,217 184,915 204,285 Allowance for borrowed funds used during construction and capitalized interest (4,159) (2,096) (2,699) Other interest expense 31,971 34,976 31,209 Subsidiaries' preferred stock dividend requirements 15,170 15,426 15,426 ---------- ---------- ---------- Net interest charges 221,199 233,221 248,221 ---------- ---------- ---------- INCOME BEFORE EXTRAORDINARY ITEM 297,689 301,320 293,194 EXTRAORDINARY ITEM (NET OF INCOME TAXES) (Note 1) -- (30,522) -- ---------- ---------- ---------- NET INCOME 297,689 270,798 293,194 PREFERRED STOCK DIVIDEND REQUIREMENTS 11,547 11,970 12,392 ---------- ---------- ---------- EARNINGS ON COMMON STOCK $ 286,142 $ 258,828 $ 280,802 ========== ========== ========== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. OHIO EDISON COMPANY CONSOLIDATED BALANCE SHEETS At December 31, 1999 1998 - ------------------------------------------------------------------------------------ (In thousands) ASSETS UTILITY PLANT: In service $8,118,783 $8,158,763 Less-Accumulated provision for depreciation 3,713,781 3,610,155 ---------- ---------- 4,405,002 4,548,608 ---------- ---------- Construction work in progress- Electric plant 205,671 174,418 Nuclear Fuel 10,059 17,003 ---------- ---------- 215,730 191,421 ---------- ---------- 4,620,732 4,740,029 ---------- ---------- OTHER PROPERTY AND INVESTMENTS: PNBV Capital Trust (Note 2) 469,124 475,087 Letter of credit collateralization (Note 2) 277,763 277,763 Nuclear plant decommissioning trusts 236,903 130,572 Other (Note 3B) 425,872 407,839 ---------- ---------- 1,409,662 1,291,261 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents 87,175 33,213 Receivables- Customers (less accumulated provisions of $6,452,000 and $6,397,000, respectively, for uncollectible accounts) 278,484 215,257 Associated companies 221,653 229,854 Other (less accumulated provision of $1,000,000 for uncollectible accounts in 1999) 36,281 47,684 Materials and supplies, at average cost- Owned 69,119 76,756 Under consignment 55,278 48,341 Prepayments and other 73,682 78,618 ---------- ---------- 821,672 729,723 ---------- ---------- DEFERRED CHARGES: Regulatory assets 1,618,319 1,913,808 Property taxes 100,906 101,360 Unamortized sale and leaseback costs 85,100 90,098 Other 44,355 57,547 ---------- ---------- 1,848,680 2,162,813 ---------- ---------- $8,700,746 $8,923,826 ========== ========== CAPITALIZATION AND LIABILITIES CAPITALIZATION (See Consolidated Statements of Capitalization): Common stockholder's equity $2,624,460 $2,681,873 Preferred stock- Not subject to mandatory redemption 160,965 160,965 Subject to mandatory redemption 5,000 10,000 Preferred stock of consolidated subsidiary- Not subject to mandatory redemption 39,105 50,905 Subject to mandatory redemption 15,000 15,000 Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely Company subordinated debentures 120,000 120,000 Long-term debt 2,175,812 2,215,042 ---------- ---------- 5,140,342 5,253,785 ---------- ---------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock 422,838 528,792 Short-term borrowings (Note 4)- Associated companies 35,583 88,732 Other 322,713 249,451 Accounts payable 114,102 99,659 Accrued taxes 207,362 188,295 Accrued interest 37,572 45,221 Other 94,967 114,162 ---------- ---------- 1,235,137 1,314,312 ---------- ---------- DEFERRED CREDITS: Accumulated deferred income taxes 1,468,478 1,601,887 Accumulated deferred investment tax credits 143,336 154,538 Nuclear plant decommissioning costs 239,695 132,349 Other postretirement benefits 148,421 136,856 Other 325,337 330,099 ---------- ---------- 2,325,267 2,355,729 ---------- ---------- COMMITMENTS, GUARANTEES AND CONTINGENCIES (Notes 2 and 5) ---------- ---------- $8,700,746 $8,923,826 ========== ========== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets. OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION At December 31, 1999 1998 - ----------------------------------------------------------------------------------------------------------------------------- (Dollars in thousands, except per share amounts) COMMON STOCKHOLDER'S EQUITY: Common stock, $9 par value, authorized 175,000,000 shares-100 shares outstanding $ 1 $ 1 Other paid-in capital 2,098,728 2,098,728 Retained earnings (Note 3A) 525,731 583,144 ---------- ---------- Total common stockholder's equity 2,624,460 2,681,873 ---------- ---------- Number of Shares Optional Outstanding Redemption Price ----------------------- ----------------------- 1999 1998 Per Share Aggregate ---- ---- ---------- ---------- PREFERRED STOCK (Note 3D): Cumulative, $100 par value- Authorized 6,000,000 shares Not Subject to Mandatory Redemption: 3.90% 152,510 152,510 $103.63 $ 15,804 15,251 15,251 4.40% 176,280 176,280 108.00 19,038 17,628 17,628 4.44% 136,560 136,560 103.50 14,134 13,656 13,656 4.56% 144,300 144,300 103.38 14,917 14,430 14,430 --------- --------- -------- ---------- ---------- 609,650 609,650 63,893 60,965 60,965 --------- --------- -------- ---------- ---------- Cumulative, $25 par value- Authorized 8,000,000 shares Not Subject to Mandatory Redemption: 7.75% 4,000,000 4,000,000 25.00 100,000 100,000 100,000 --------- --------- -------- ---------- ---------- Total Not Subject to Mandatory Redemption 4,609,650 4,609,650 $163,893 160,965 160,965 ========= ========= ======== ---------- ---------- Cumulative, $100 par value- Subject to Mandatory Redemption (Note 3E): 8.45% 100,000 150,000 10,000 15,000 Redemption Within One Year (5,000) (5,000) --------- --------- ---------- ---------- Total Subject to Mandatory Redemption 100,000 150,000 5,000 10,000 ========= ========= ---------- ---------- PREFERRED STOCK OF CONSOLIDATED SUBSIDIARY (Note 3D): Pennsylvania Power Company- Cumulative, $100 par value- Authorized 1,200,000 shares Not Subject to Mandatory Redemption: 4.24% 40,000 40,000 $103.13 $ 4,125 4,000 4,000 4.25% 41,049 41,049 105.00 4,310 4,105 4,105 4.64% 60,000 60,000 102.98 6,179 6,000 6,000 7.64% -- 60,000 -- -- -- 6,000 7.75% 250,000 250,000 -- -- 25,000 25,000 8.00% -- 58,000 -- -- -- 5,800 --------- --------- -------- ---------- ---------- Total Not Subject to Mandatory Redemption 391,049 509,049 $ 14,614 39,105 50,905 ========= ========= ======== ---------- ---------- Subject to Mandatory Redemption (Note 3E): 7.625% 150,000 150,000 106.10 $ 15,915 15,000 15,000 ========= ========= ======== ---------- ---------- COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY TRUST HOLDING SOLELY COMPANY SUBORDINATED DEBENTURES (Note 3F): Cumulative, $25 par value- Authorized 4,800,000 shares Subject to Mandatory Redemption: 9.00% 4,800,000 4,800,000 120,000 120,000 ========= ========= ---------- ---------- OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION (Cont.) At December 31, 1999 1998 1999 1998 1999 1998 - --------------------------------------------------------------------------------------------------------------------------- (In thousands) LONG-TERM DEBT (Note 3G): First mortgage bonds: Ohio Edison Company- Pennsylvania Power Company- 6.875% due 1999 -- 150,000 9.740% due 2000-2019 19,513 20,000 6.375% due 2000 80,000 80,000 7.500% due 2003 40,000 40,000 7.375% due 2002 120,000 120,000 6.375% due 2004 20,500 20,500 7.500% due 2002 34,265 34,265 6.625% due 2004 14,000 14,000 8.250% due 2002 125,000 125,000 8.500% due 2022 27,250 27,250 8.625% due 2003 150,000 150,000 7.625% due 2023 6,500 6,500 6.875% due 2005 80,000 80,000 ------- ------- 8.750% due 2022 50,960 50,960 7.625% due 2023 75,000 75,000 7.875% due 2023 93,500 100,000 ------- ------- Total first mortgage bonds. 808,725 965,225 127,763 128,250 936,488 1,093,475 ------- ------- ------- ------- ---------- ---------- Secured notes: Ohio Edison Company- Pennsylvania Power Company- 7.450% due 2000 47,725 47,725 6.080% due 2000 23,000 23,000 8.100% due 2000 30,000 30,000 8.100% due 2000 5,200 5,200 7.930% due 2002 28,386 39,936 5.400% due 2013 1,000 1,000 7.680% due 2005 200,000 200,000 5.400% due 2017 10,600 10,600 6.750% due 2015 40,000 40,000 7.150% due 2017 17,925 17,925 7.100% due 2018 26,000 26,000 5.900% due 2018 16,800 16,800 7.050% due 2020 60,000 60,000 7.150% due 2021 14,482 14,482 7.000% due 2021 69,500 69,500 6.150% due 2023 12,700 12,700 7.150% due 2021 443 443 * 5.450% due 2027 10,300 10,300 7.625% due 2023 -- 50,000 6.450% due 2027 14,500 14,500 7.750% due 2024 -- 108,000 5.375% due 2028 1,734 1,734 5.375% due 2028 13,522 13,522 5.450% due 2028 6,950 6,950 5.625% due 2029 50,000 50,000 6.000% due 2028 14,250 14,250 5.950% due 2029 56,212 56,212 5.950% due 2029 238 238 5.450% due 2033 14,800 14,800 ------- ------- Limited Partnerships- 7.59% weighted average interest rate due 2000-2007 12,574 11,320 ------- ------- 649,162 817,458 149,679 149,679 798,841 967,137 ------- ------- ------- ------- ---------- ---------- OES Fuel- 6.85% weighted average interest rate 81,260 79,524 ---------- ---------- Total secured notes 880,101 1,046,661 ---------- ---------- Unsecured notes: Ohio Edison Company- Pennsylvania Power Company- *5.963% due 1999 -- 115,000 *5.900% due 2033 5,200 -- *6.025% due 1999 -- 85,000 ------- ------- *6.088% due 1999 -- 50,000 *7.300% due 2002 140,000 -- *8.113% due 2002 50,000 -- *4.300% due 2012 50,000 50,000 *3.950% due 2014 50,000 50,000 *2.950% due 2015 50,000 50,000 *5.800% due 2016 47,725 -- *4.200% due 2018 57,100 57,100 *3.750% due 2018 56,000 56,000 *3.100% due 2032 53,400 53,400 *4.250% due 2033 50,000 -- *4.650% due 2033 108,000 -- *5.400% due 2033 30,000 -- ------- ------- Total unsecured notes 742,225 566,500 5,200 -- 747,425 566,500 ------- ------- ------- ------- ---------- ---------- Capital lease obligations (Note 2) 33,852 36,891 ---------- ---------- Net unamortized discount on debt (4,216) (4,693) ---------- ---------- Long-term debt due within one year (417,838) (523,792) ---------- ---------- Total long-term debt 2,175,812 2,215,042 ---------- ---------- TOTAL CAPITALIZATION $5,140,342 $5,253,785 ========== ========== <FN> * Denotes variable rate issue with December 31, 1999 interest rate shown for only December 31, 1999 balances and December 31, 1998 interest rate shown for only December 31, 1998 balances. The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY Accumulated Other Unallocated Comprehensive Other Comprehensive ESOP Income Number Par Paid-In Income Retained Common (Note 3C) of Shares Value Capital (Note 3C) Earnings Stock ------------- --------- ----- -------- ------------- -------- ----------- (Dollars in thousands) Balance, January 1, 1997 152,569,437 $1,373,125 $ 728,261 $(659) $ 557,642 $(155,010) Net income $293,194 293,194 Minimum liability for unfunded retirement benefits, net of $26,000 of income taxes 44 44 -------- Comprehensive income $293,238 ======== FirstEnergy merger (152,569,337) (1,373,124) 1,373,124 146,977 Allocation of ESOP shares 1,874 8,033 Cash dividends on preferred stock (12,392) Cash dividends on common stock (216,770) - ------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1997 100 1 2,103,259 (615) 621,674 -- Net income $270,798 270,798 Transfer of minimum liability for unfunded retirement benefits to parent 615 615 -------- Comprehensive income $271,413 ======== Transfer of ESOP premium to parent (4,531) Cash dividends on preferred stock (11,952) Cash dividends on common stock (297,376) - ------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1998 100 1 2,098,728 -- 583,144 -- Net income $297,689 297,689 ======== Transfer of Penn Power Energy to FirstEnergy Services Corp. 3,302 Cash dividends on preferred stock (11,401) Cash dividends on common stock (347,003) - ------------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 1999 100 $ 1 $2,098,728 $ -- $ 525,731 $ -- ================================================================================================================================ CONSOLIDATED STATEMENTS OF PREFERRED STOCK Not Subject to Subject to Mandatory Redemption Mandatory Redemption -------------------- -------------------- Par or Par or Number Stated Number Stated of Shares Value of Shares Value --------- -------- --------- -------- (Dollars in thousands) Balance, January 1, 1997 5,118,699 $211,870 5,200,000 $160,000 Redemptions- 8.45% Series (50,000) (5,000) - --------------------------------------------------------------------------------- Balance, December 31, 1997 5,118,699 211,870 5,150,000 155,000 Redemptions- 8.45% Series (50,000) (5,000) - --------------------------------------------------------------------------------- Balance, December 31, 1998 5,118,699 211,870 5,100,000 150,000 Redemptions- 7.64% Series (60,000) (6,000) 8.00% Series (58,000) (5,800) 8.45% Series (50,000) (5,000) - ---------------------------------------------------------------------------------- Balance, December 31, 1999 5,000,699 $200,070 5,050,000 $145,000 =================================================================================== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1999 1998 1997 - ----------------------------------------------------------------------------------------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $297,689 $270,798 $293,194 Adjustments to reconcile net income to net cash from operating activities: Provision for depreciation and amortization 582,197 411,979 426,205 Nuclear fuel and lease amortization 45,850 35,086 49,251 Deferred income taxes, net (120,149) (55,817) (36,741) Investment tax credits, net (13,793) (14,290) (15,031) Extraordinary item -- 51,730 -- Receivables (43,623) (144,549) (23,887) Materials and supplies 18,257 (1,627) (10,557) Accounts payable 14,443 (8,455) 32,531 Other 14,442 64,552 21,755 -------- -------- -------- Net cash provided from operating activities 795,313 609,407 736,720 -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Long-term debt 242,601 117,265 89,773 Short-term borrowings, net 20,113 35,954 -- Redemptions and Repayments- Preferred stock 17,005 5,000 5,000 Long-term debt 396,410 225,241 292,409 Short-term borrowings, net -- -- 47,251 Dividend Payments- Common stock 347,003 297,746 237,848 Preferred stock 11,512 11,865 12,559 -------- -------- -------- Net cash used for financing activities 509,216 386,633 505,294 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions 237,199 186,139 179,328 Other (5,064) 8,102 52,671 -------- -------- -------- Net cash used for investing activities 232,135 194,241 231,999 -------- -------- -------- Net increase (decrease) in cash and cash equivalents 53,962 28,533 (573) Cash and cash equivalents at beginning of year 33,213 4,680 5,253 -------- -------- -------- Cash and cash equivalents at end of year $ 87,175 $ 33,213 $ 4,680 ======== ======== ======== SUPPLEMENTAL CASH FLOWS INFORMATION: Cash Paid During the Year- Interest (net of amounts capitalized) $203,749 $201,064 $212,987 ======== ======== ======== Income taxes $308,052 $219,226 $228,399 ======== ======== ======== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF TAXES For the Years Ended December 31, 1999 1998 1997 - ---------------------------------------------------------------------------------------------------- (In thousands) GENERAL TAXES: Real and personal property $ 111,222 $ 116,868 $ 114,111 State gross receipts 106,926 104,175 99,262 Social security and unemployment 14,432 12,701 14,113 Other 7,701 8,780 7,478 ---------- ---------- ---------- Total general taxes $ 240,281 $ 242,524 $ 234,964 ========== ========== ========== PROVISION FOR INCOME TAXES: Currently payable- Federal $ 307,462 $ 229,164 $ 225,529 State 18,315 14,732 17,784 ---------- ---------- ---------- 325,777 243,896 243,313 ---------- ---------- ---------- Deferred, net- Federal (113,347) (50,310) (30,791) State (6,802) (5,507) (5,950) ---------- ---------- ---------- (120,149) (55,817) (36,741) ---------- ---------- ---------- Investment tax credit amortization (13,793) (14,290) (15,031) ---------- ---------- ---------- Total provision for income taxes $ 191,835 $ 173,789 $ 191,541 ========== ========== ========== INCOME STATEMENT CLASSIFICATION OF PROVISION FOR INCOME TAXES: Operating income $ 170,872 $ 174,692 $ 172,163 Other income 20,963 20,305 19,378 Extraordinary item -- (21,208) -- ---------- ---------- ---------- Total provision for income taxes $ 191,835 $ 173,789 $ 191,541 ========== ========== ========== RECONCILIATION OF FEDERAL INCOME TAX EXPENSE AT STATUTORY RATE TO TOTAL PROVISION FOR INCOME TAXES: Book income before provision for income taxes $ 489,524 $ 444,587 $ 484,735 ========== ========== ========== Federal income tax expense at statutory rate $ 171,333 $ 155,605 $ 169,657 Increases (reductions) in taxes resulting from- Amortization of investment tax credits (13,793) (14,290) (15,031) State income taxes, net of federal income tax benefit 7,483 5,996 7,692 Amortization of tax regulatory assets 24,950 29,961 30,642 Other, net 1,862 (3,483) (1,419) ---------- ---------- ---------- Total provision for income taxes $ 191,835 $ 173,789 $ 191,541 ========== ========== ========== ACCUMULATED DEFERRED INCOME TAXES AT DECEMBER 31: Property basis differences $ 847,479 $ 880,645 $1,019,952 Allowance for equity funds used during construction 152,846 169,780 210,136 Deferred nuclear expense 229,366 237,602 252,946 Competitive transition charge 115,277 135,730 -- Customer receivables for future income taxes 163,500 164,618 204,643 Deferred sale and leaseback costs (26,966) 45,521 47,796 Unamortized investment tax credits (51,521) (55,495) (67,208) Other 38,497 23,486 30,089 ---------- ---------- ---------- Net deferred income tax liability $1,468,478 $1,601,887 $1,698,354 ========== ========== ========== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The consolidated financial statements include Ohio Edison Company (Company), and its wholly owned subsidiaries. Pennsylvania Power Company (Penn) is the Company's principal operating subsidiary. All significant intercompany transactions have been eliminated. The Company became a wholly owned subsidiary of FirstEnergy Corp. (FirstEnergy) on November 8, 1997. FirstEnergy was formed on that date by the merger of the Company and Centerior Energy Corporation (Centerior). FirstEnergy holds directly all of the issued and outstanding common shares of the Company and all of the issued and outstanding common shares of Centerior's former direct subsidiaries, which include, among others, The Cleveland Electric Illuminating Company (CEI) and The Toledo Edison Company (TE). The Company and Penn (Companies) follow the accounting policies and practices prescribed by the Public Utilities Commission of Ohio (PUCO), the Pennsylvania Public Utility Commission (PPUC) and the Federal Energy Regulatory Commission (FERC). The preparation of financial statements in conformity with generally accepted accounting principles requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Certain prior year amounts have been reclassified to conform with the current year presentation. REVENUES- The Companies' principal business is providing electric service to customers in central and northeastern Ohio and western Pennsylvania. The Companies' retail customers are metered on a cycle basis. Revenue is recognized for unbilled electric service through the end of the year. Receivables from customers include sales to residential, commercial and industrial customers located in the Companies' service area and sales to wholesale customers. There was no material concentration of receivables at December 31, 1999 or 1998, with respect to any particular segment of the Companies' customers. REGULATORY PLANS- The PUCO approved the Company's Rate Reduction and Economic Development Plan in 1995. This regulatory plan was to maintain current base electric rates for the Company through December 31, 2005. At the end of the regulatory plan period, the Company's base rates were to be reduced by $300 million (approximately 20 percent below current levels). The plan also revised the Company's fuel cost recovery method. The Company formerly recovered fuel-related costs not otherwise included in base rates from retail customers through separate energy rates. In accordance with the regulatory plan, the Company's fuel rates will be frozen through the regulatory plan period, subject to limited periodic adjustments. As part of the Company's regulatory plan, transition rate credits were implemented for customers, which are expected to reduce operating revenues for the Company by approximately $600 million. In July 1999, Ohio's new electric utility restructuring legislation which will allow Ohio electric customers to select their generation suppliers beginning January 1, 2001, was signed into law. Among other things, the new law provides for a five percent reduction on the generation portion of residential customers' bills and the opportunity to recover transition costs, including regulatory assets, from January 1, 2001 through December 31, 2005. The period for the recovery of regulatory assets only can be extended up to December 31, 2010. The PUCO was authorized to determine the level of transition cost recovery, as well as the recovery period for the regulatory assets portion of those costs, in considering each Ohio electric utility's transition plan application. FirstEnergy, on behalf of its Ohio electric utility operating companies - the Company, CEI and TE - on December 22, 1999 refiled its transition plan under Ohio's new electric utility restructuring law. The plan was originally filed with the PUCO on October 4, 1999, but was refiled to conform to PUCO rules established on November 30, 1999. The new filing also included additional information on FirstEnergy's plans to turn over control, and perhaps ownership, of its transmission assets to the Alliance Regional Transmission Organization. The PUCO indicated that it will endeavor to issue its order in FirstEnergy's case within 275 days of the initial October filing date. The transition plan itemizes, or unbundles, the current price of electricity into its component elements - including generation, transmission, distribution and transition charges. As required by the PUCO's rules, FirstEnergy's filing also included its proposals on corporate separation of its regulated and unregulated operations, operational and technical support changes needed to accommodate customer choice, an education program to inform customers of their options under the new law, and how FirstEnergy's transmission system will be operated to ensure access to all users. Under the plan, customers who remain with the Company as their generation provider will continue to receive savings under the Company's rate plans, expected to total $422 million between 2000 and 2005. In addition, FirstEnergy's Ohio utility customers will save $358 million through reduced charges for taxes and a five percent reduction in the price of generation for residential customers beginning January 1, 2001. Customer prices are expected to be frozen through a five-year market development period (2001-2005), except for certain limited statutory exceptions including the five percent reduction in the price of generation for residential customers. The plan proposes recovery of the Company's generation-related transition costs of approximately $1.8 billion ($1.6 billion, net of deferred income taxes) over the market development period; its transition costs related to regulatory assets aggregating approximately $1.5 billion ($1.0 billion, net of deferred income taxes) will be recovered over the period of 2001 through 2004. In June 1998, the PPUC authorized a rate restructuring plan for Penn, which essentially resulted in the deregulation of Penn's generation business as of June 30, 1998. Penn was required to remove from its balance sheet all regulatory assets and liabilities related to its generation business and assess all other assets for impairment. The Securities and Exchange Commission (SEC) issued interpretive guidance regarding asset impairment measurement which concluded that any supplemental regulated cash flows such as a competitive transition charge (CTC) should be excluded from the cash flows of assets in a portion of the business not subject to regulatory accounting practices. If those assets are impaired, a regulatory asset should be established if the costs are recoverable through regulatory cash flows. Consistent with the SEC guidance, Penn reduced its nuclear generating unit investments by approximately $305 million, of which approximately $227 million was recognized as a regulatory asset to be recovered through a CTC over a seven-year transition period; the remaining net amount of $78 million was written off. The charge of $51.7 million ($30.5 million after income taxes) for discontinuing the application of Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS 71), to Penn's generation business was recorded as a 1998 extraordinary item on the Consolidated Statement of Income. Penn's net assets included in utility plant relating to the operations for which the application of SFAS 71 was discontinued and Penn's total assets as of December 31, 1999 were $76 million and $1.016 billion, respectively. All of the Companies' regulatory assets are being recovered under provisions of the regulatory plans. In addition, the PUCO has authorized the Company to recognize additional capital recovery related to its generating assets (which is reflected as additional depreciation expense) and additional amortization of regulatory assets during the regulatory plan period of at least $2 billion, and the PPUC had authorized Penn to accelerate at least $358 million more than the amounts that would have been recognized if the regulatory plans were not in effect. These additional amounts are being recovered through current rates. As of December 31, 1999, the Companies' cumulative additional capital recovery and regulatory asset amortization amounted to $1.048 billion (including Penn's impairment discussed above and CTC recovery). UTILITY PLANT AND DEPRECIATION- Utility plant reflects the original cost of construction, (except for Penn's nuclear generating units which were adjusted to fair value as discussed above), including payroll and related costs such as taxes, employee benefits, administrative and general costs, and interest costs. The Companies provide for depreciation on a straight-line basis at various rates over the estimated lives of property included in plant in service. The annual composite rate for OE's electric plant was approximately 3.0% in 1999, 1998 and 1997. The annual composite rate for Penn's electric plant was approximately 2.5% in 1999 and 3.0% in 1998 and 1997. In addition to the straight-line depreciation recognized in 1999, 1998 and 1997, the Companies recognized additional capital recovery of $95 million, $141 million (excluding Penn's impairment) and $172 million, respectively, as additional depreciation expense in accordance with their regulatory plans. Such additional charges in the accumulated provision for depreciation were $517 million and $422 million as of December 31, 1999 and 1998, respectively. Annual depreciation expense includes approximately $9.4 million for future decommissioning costs applicable to the Companies' ownership and leasehold interests in three nuclear generating units. The Companies' future decommissioning costs reflect the increase in Penn's ownership interest related to the asset transfer with Duquesne Light Company (Duquesne) discussed below in "Common Ownership of Generating Facilities." The Companies' share of the future obligation to decommission these units is approximately $777 million in current dollars and (using a 4.0% escalation rate) approximately $1.9 billion in future dollars. The estimated obligation and the escalation rate were developed based on site specific studies. Payments for decommissioning are expected to begin in 2016, when actual decommissioning work begins. The Companies have recovered approximately $92 million for decommissioning through their electric rates from customers through December 31, 1999. If the actual costs of decommissioning the units exceed the funds accumulated from investing amounts recovered from customers, the Companies expect that additional amount to be recoverable from their customers. The Companies have approximately $236.9 million invested in external decommissioning trust funds as of December 31, 1999. This includes additions to the trust funds and the corresponding liability of $89 million as a result of the asset transfer. Earnings on these funds are reinvested with a corresponding increase to the decommissioning liability. The Companies have also recognized an estimated liability of approximately $18.7 million related to decontamination and decommissioning of nuclear enrichment facilities operated by the United States Department of Energy (DOE), as required by the Energy Policy Act of 1992. The Financial Accounting Standards Board (FASB) issued a proposed accounting standard for nuclear decommissioning costs in 1996. If the standard is adopted as proposed: (1) annual provisions for decommissioning could increase; (2) the net present value of estimated decommissioning costs could be recorded as a liability; and (3) income from the external decommissioning trusts could be reported as investment income. The FASB subsequently expanded the scope of the proposed standard to include other closure and removal obligations related to long-lived assets. A revised proposal may be issued by the FASB in the first quarter of 2000. COMMON OWNERSHIP OF GENERATING FACILITIES- The Companies, together with the other FirstEnergy utilities, CEI and TE, and Duquesne constituted the Central Area Power Coordination Group (CAPCO). The CAPCO companies formerly owned and/or leased, as tenants in common, various power generating facilities. Each of the companies is obligated to pay a share of the costs associated with any jointly owned facility in the same proportion as its interest. The Companies' portions of operating expenses associated with jointly owned facilities are included in the corresponding operating expenses on the Consolidated Statements of Income. On March 26, 1999, FirstEnergy completed its agreements with Duquesne to exchange certain generating assets. All regulatory approvals were received by October 1999. In December 1999, Duquesne transferred 1,436 megawatts owned by Duquesne at eight CAPCO generating units in exchange for 1,328 megawatts at three non-CAPCO power plants owned by the Companies and CEI. As part of this exchange, the Companies transferred their 246-megawatt Niles Plant and 339-megawatt New Castle Plant to Duquesne. The Companies acquired Duquesne's ownership interest in the Beaver Valley Station and acquired, with CEI, Duquesne's ownership interest in the Bruce Mansfield Plant. The agreements for the exchange of assets, which was structured as a like-kind exchange for tax purposes, provides FirstEnergy's utility operating companies with exclusive ownership and operating control of all CAPCO generating units. The three FirstEnergy plants transferred are being sold by Duquesne to a wholly owned subsidiary of Orion Power Holdings, Inc. (Orion). The Companies and CEI will continue to operate those plants until the assets are transferred to the new owners. Duquesne funded decommissioning costs equal to its percentage interest in the three nuclear generating units that were transferred to FirstEnergy. The Duquesne asset transfer to the Orion subsidiary could take place by the middle of 2000. Under the agreements, Duquesne was no longer a participant in the CAPCO arrangements after the exchange. The amounts reflected on the Consolidated Balance Sheet under utility plant at December 31, 1999 include the following: Companies' Utility Accumulated Construction Ownership/ Plant Provision for Work in Leasehold Generating Units in Service Depreciation Progress Interest - ---------------------------------------------------------------------------------- (In millions) W. H. Sammis #7 $ 307.4 $ 134.9 $ 6.7 68.80% Bruce Mansfield #1, #2 and #3 1,010.7 538.0 19.7 67.18% Beaver Valley #1 and #2 1,665.6 653.2 22.8 77.81% Perry 1,281.7 853.1 8.7 35.24% - -------------------------------------------------------------------------------- Total $4,265.4 $2,179.2 $57.9 ================================================================================ NUCLEAR FUEL- Nuclear fuel is recorded at original cost, which includes material, enrichment, fabrication and interest costs incurred prior to reactor load. The Companies amortize the cost of nuclear fuel based on the rate of consumption. The Companies' electric rates include amounts for the future disposal of spent nuclear fuel based upon the formula used to compute payments to the DOE. INCOME TAXES- Details of the total provision for income taxes are shown on the Consolidated Statements of Taxes. Deferred income taxes result from timing differences in the recognition of revenues and expenses for tax and accounting purposes. Investment tax credits, which were deferred when utilized, are being amortized over the recovery period of the related property. The liability method is used to account for deferred income taxes. Deferred income tax liabilities related to tax and accounting basis differences are recognized at the statutory income tax rates in effect when the liabilities are expected to be paid. Since November 8, 1997, the Companies are included in FirstEnergy's consolidated federal income tax return. The consolidated tax liability is allocated on a "stand-alone" company basis, with the Companies recognizing any tax losses or credits they contributed to the consolidated return. RETIREMENT BENEFITS- FirstEnergy's trusteed, noncontributory defined benefit pension plan covers almost all of the Companies' full-time employees. Upon retirement, employees receive a monthly pension based on length of service and compensation. In 1998, the Companies' pension plans and the Centerior pension plan were merged into the FirstEnergy pension plan. The Companies use the projected unit credit method for funding purposes and were not required to make pension contributions during the three years ended December 31, 1999. The assets of the FirstEnergy pension plan consist primarily of common stocks, United States government bonds and corporate bonds. The Companies provide a minimum amount of noncontributory life insurance to retired employees in addition to optional contributory insurance. Health care benefits, which include certain employee deductibles and copayments, are also available to retired employees, their dependents and, under certain circumstances, their survivors. The Companies pay insurance premiums to cover a portion of these benefits in excess of set limits; all amounts up to the limits are paid by the Companies. The Companies recognize the expected cost of providing other postretirement benefits to employees and their beneficiaries and covered dependents from the time employees are hired until they become eligible to receive those benefits. The following sets forth the funded status of the FirstEnergy plans in 1999 and 1998 on the Consolidated Balance Sheets as of December 31 (which includes the Companies' share of the FirstEnergy 1999 plans' net prepaid pension cost and accrued other postretirement benefits cost of $194.8 million and $145.7 million, respectively, and the Companies' share of the FirstEnergy 1998 plans' net prepaid pension cost and accrued other postretirement benefits cost of $175.9 million and $132.8 million, respectively): Other Pension Benefits Postretirement Benefits -------------------- ----------------------- 1999 1998 1999 1998 - ------------------------------------------------------------------------------------------------- (In millions) Change in benefit obligation: Benefit obligation as of January 1 $1,500.1 $1,327.5 $ 601.3 $ 534.1 Service cost 28.3 25.0 9.3 7.5 Interest cost 102.0 92.5 40.7 37.6 Plan amendments -- 44.3 -- 40.1 Actuarial loss (gain) (155.6) 101.6 (17.6) 10.7 Net increase from asset swap 14.8 -- 12.5 -- Benefits paid (95.5) (90.8) (37.8) (28.7) - ----------------------------------------------------------------------------------------------- Benefit obligation as of December 31 1,394.1 1,500.1 608.4 601.3 - ----------------------------------------------------------------------------------------------- Change in plan assets: Fair value of plan assets as of January 1 1,683.0 1,542.5 3.9 2.8 Actual return on plan assets 220.0 231.3 0.6 0.7 Company contribution -- -- 0.4 0.4 Benefits paid (95.5) (90.8) -- -- - ----------------------------------------------------------------------------------------------- Fair value of plan assets as of December 31 1,807.5 1,683.0 4.9 3.9 - ----------------------------------------------------------------------------------------------- Funded status of plan 413.4 182.9 (603.5) (597.4) Unrecognized actuarial loss (gain) (303.5) (110.8) 24.9 30.6 Unrecognized prior service cost 57.3 63.0 24.1 27.4 Unrecognized net transition obligation (asset) (10.1) (18.0) 120.1 129.3 - ----------------------------------------------------------------------------------------------- Prepaid (accrued) benefit cost $ 157.1 $ 117.1 $(434.4) $(410.1) =============================================================================================== Assumptions used as of December 31: Discount rate 7.75% 7.00% 7.75% 7.00% Expected long-term return on plan assets 10.25% 10.25% 10.25% 10.25% Rate of compensation increase 4.00% 4.00% 4.00% 4.00% <FN> Net pension and other postretirement benefit costs for the three years ended December 31, 1999 (FirstEnergy plans in 1999 and 1998 and the Companies' plans in 1997) were computed as follows: Other Pension Benefits Postretirement Benefits --------------------- ---------------------- 1999 1998 1997 1999 1998 1997 - ------------------------------------------------------------------------------------------------------- (In millions) Service cost $ 28.3 $ 25.0 $ 12.9 $ 9.3 $ 7.5 $ 4.1 Interest cost 102.0 92.5 49.8 40.7 37.6 17.6 Expected return on plan assets (168.1) (152.7) (91.9) (0.4) (0.3) (0.2) Amortization of transition obligation (asset) (7.9) (8.0) (8.0) 9.2 9.2 8.2 Amortization of prior service cost 5.7 2.3 2.1 3.3 (0.8) 0.3 Recognized net actuarial loss (gain) -- (2.6) (0.9) -- -- -- Voluntary early retirement program expense -- -- 31.5 -- -- 1.9 - ------------------------------------------------------------------------------------------------------- Net benefit cost $ (40.0) $ (43.5) $ (4.5) $62.1 $53.2 $31.9 ======================================================================================================= Companies' share of total plan costs $ (16.9) $ (39.7) $ (4.5) $25.5 $31.2 $31.9 - ------------------------------------------------------------------------------------------------------- The FirstEnergy plan's health care trend rate assumption is 5.3% in 2000, 5.2% in 2001 and 5.0% for 2002 and later years. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. An increase in the health care trend rate assumption by one percentage point would increase the total service and interest cost components by $4.5 million and the postretirement benefit obligation by $72.0 million. A decrease in the same assumption by one percentage point would decrease the total service and interest cost components by $3.5 million and the postretirement benefit obligation by $58.2 million. TRANSACTIONS WITH AFFILIATED COMPANIES- Operating revenues and operating expenses include amounts for affiliated transactions with CEI and TE since the November 8, 1997 merger date. The Companies' transactions with CEI and TE from the merger date were primarily for electric sales. The amounts related to CEI and TE were $27.7 million and $18.1 million, respectively, for 1999, $17.8 million and $12.7 million, respectively, for 1998 and $4.3 million and $0.4 million, respectively, for the November 8-December 31, 1997 period. FirstEnergy provided support services at cost to the Companies and other affiliated companies. FirstEnergy billed the Companies $118.2 million and $114.2 million in 1999 and 1998, respectively. SUPPLEMENTAL CASH FLOWS INFORMATION- All temporary cash investments purchased with an initial maturity of three months or less are reported as cash equivalents on the Consolidated Balance Sheets. At December 31, 1999 and 1998, cash and cash equivalents included $83 million and $16 million, respectively, to be used for the redemption of long-term debt in the first quarter of 2000 and in 1999, respectively. The Companies reflect temporary cash investments at cost, which approximates their market value. Noncash financing and investing activities included capital lease transactions amounting to $1.4 million, $1.6 million and $3.0 million for the years 1999, 1998 and 1997, respectively. Commercial paper transactions of OES Fuel, Incorporated (OES Fuel) (a wholly owned subsidiary of the Company) that have initial maturity periods of three months or less are reported net within financing activities under long-term debt and are reflected as long-term debt on the Consolidated Balance Sheets (see Note 3G). All borrowings with initial maturities of less than one year are defined as financial instruments under generally accepted accounting principles and are reported on the Consolidated Balance Sheets at cost, which approximates their fair market value. The following sets forth the approximate fair value and related carrying amounts of all other long-term debt, preferred stock subject to mandatory redemption and investments other than cash and cash equivalents as of December 31: 1999 1998 - -------------------------------------------------------------------- Carrying Fair Carrying Fair Value Value Value Value - -------------------------------------------------------------------- (In millions) Long-term debt $2,483 $2,459 $2,627 $2,775 Preferred stock $ 145 $ 142 $ 150 $ 155 Investments other than cash and cash equivalents: Debt securities -Maturity (5-10 years) $ 475 $ 476 $ 481 $ 520 -Maturity (more than 10 years) 258 267 258 305 Equity securities 14 14 14 14 All other 301 311 170 179 - -------------------------------------------------------------------- $1,048 $1,068 $ 923 $1,018 ==================================================================== The fair values of long-term debt and preferred stock reflect the present value of the cash outflows relating to those securities based on the current call price, the yield to maturity or the yield to call, as deemed appropriate at the end of each respective year. The yields assumed were based on securities with similar characteristics offered by a corporation with credit ratings similar to the Companies' ratings. The fair value of investments other than cash and cash equivalents represent cost (which approximates fair value) or the present value of the cash inflows based on the yield to maturity. The yields assumed were based on financial instruments with similar characteristics and terms. Investments other than cash and cash equivalents include decommissioning trust investments. Unrealized gains and losses applicable to the decommissioning trusts have been recognized in the trust investment with a corresponding change to the decommissioning liability. The other debt and equity securities referred to above are in the held-to-maturity category. The Companies have no securities held for trading purposes. REGULATORY ASSETS- The Companies recognize, as regulatory assets, costs which the FERC, PUCO and PPUC have authorized for recovery from customers in future periods. Without such authorization, the costs would have been charged to income as incurred. All regulatory assets are being recovered from customers under the Companies' respective regulatory plans. Based on those regulatory plans, at this time, the Companies are continuing to bill and collect cost- based rates relating to all of the Company's operations and Penn's nongeneration operations and they continue the application of SFAS 71 to those respective operations. The Companies also recognized additional cost recovery of $257 million, $50 million and $39 million in 1999, 1998 and 1997, respectively, as additional regulatory asset amortization in accordance with their regulatory plans. The PUCO indicated that it will endeavor to issue its order related to FirstEnergy's transition plan by mid-2000. The application of SFAS 71 to the Company's generation business will be discontinued at that time. If the transition plan ultimately approved by the PUCO for the Company does not provide adequate recovery of its nuclear generating unit investments and regulatory assets, there would be a charge to earnings which could have a material adverse effect on the results of operations and financial condition for the Company. The Companies will continue to bill and collect cost-based rates for their transmission and distribution services, which will remain regulated; accordingly, it is appropriate that the Companies continue the application of SFAS 71 to those respective operations after December 31, 2000. Regulatory assets on the Consolidated Balance Sheets are comprised of the following: 1999 1998 - ------------------------------------------------------------------------ (In millions) Nuclear unit expenses $ 643.0 $ 666.7 Customer receivables for future income taxes 455.3 458.3 Competitive transition charge 280.4 331.0 Sale and leaseback costs 120.5 318.4 Loss on reacquired debt 79.7 81.9 Employee postretirement benefit costs 24.8 28.9 DOE decommissioning and decontamination costs 10.7 12.2 Other 3.9 16.4 - ----------------------------------------------------------------------- Total $1,618.3 $1,913.8 ======================================================================= 2. LEASES The Companies lease certain generating facilities, certain transmission facilities, office space and other property and equipment under cancelable and noncancelable leases. The Company sold portions of its ownership interest in Perry Unit 1 and Beaver Valley Unit 2 and entered into operating leases on the portions sold for basic lease terms of approximately 29 years. During the terms of the leases, the Company continues to be responsible, to the extent of its individual combined ownership and leasehold interests, for costs associated with the units including construction expenditures, operation and maintenance expenses, insurance, nuclear fuel, property taxes and decommissioning. The Company has the right, at the end of the respective basic lease terms, to renew the leases for up to two years. The Company also has the right to purchase the facilities at the expiration of the basic lease term or renewal term (if elected) at a price equal to the fair market value of the facilities. The basic rental payments are adjusted when applicable federal tax law changes. OES Finance, Incorporated (OES Finance), a wholly owned subsidiary of the Company, maintains deposits pledged as collateral to secure reimbursement obligations relating to certain letters of credit supporting the Company's obligations to lessors under the Beaver Valley Unit 2 sale and leaseback arrangements. The deposits pledged to the financial institution providing those letters of credit are the sole property of OES Finance. In the event of liquidation, OES Finance, as a separate corporate entity, would have to satisfy its obligations to creditors before any of its assets could be made available to the Company as sole owner of OES Finance common stock. Consistent with the regulatory treatment, the rentals for capital and operating leases are charged to operating expenses on the Consolidated Statements of Income. Such costs for the three years ended December 31, 1999, are summarized as follows: 1999 1998 1997 - -------------------------------------------------------- (In millions) Operating leases Interest element $108.5 $110.0 $111.3 Other 34.4 28.9 23.2 Capital leases Interest element 5.3 5.3 6.1 Other 4.4 4.8 6.0 - -------------------------------------------------------- Total rentals $152.6 $149.0 $146.6 ======================================================== <FN> The future minimum lease payments as of December 31, 1999, are: Operating Leases ----------------------------- Capital Lease PNBV Capital Leases Payments Trust Net - -------------------------------------------------------------------- (In millions) 2000 $ 10.4 $ 125.1 $ 54.6 $ 70.5 2001 9.7 127.7 59.5 68.2 2002 8.8 125.2 61.0 64.2 2003 8.6 137.4 62.6 74.8 2004 8.4 138.3 58.3 80.0 Years thereafter 62.6 1,704.9 530.9 1,174.0 - -------------------------------------------------------------------- Total minimum lease payments 108.5 $2,358.6 $826.9 $1,531.7 Executory costs 26.9 ======== ====== ======== - ------------------------------------- Net minimum lease payments 81.6 Interest portion 47.7 - ------------------------------------- Present value of net minimum lease payments 33.9 Less current portion 3.3 - ------------------------------------- Noncurrent portion $ 30.6 ===================================== The Company invested in the PNBV Capital Trust, which was established to purchase a portion of the lease obligation bonds issued on behalf of lessors in the Company's Perry Unit 1 and Beaver Valley Unit 2 sale and leaseback transactions. The PNBV capital trust arrangement effectively reduces lease costs related to those transactions. 3. CAPITALIZATION: (A) RETAINED EARNINGS- Under the Company's first mortgage indenture, the Company's consolidated retained earnings unrestricted for payment of cash dividends on the Company's common stock were $460.9 million at December 31, 1999. (B) EMPLOYEE STOCK OWNERSHIP PLAN- The Companies were funding the matching contribution for their 401(k) savings plan through an ESOP Trust. All full-time employees eligible for participation in the 401(k) savings plan are covered by the ESOP. The ESOP borrowed $200 million from the Company and acquired 10,654,114 shares of the Company's common stock through market purchases; the shares were converted into FirstEnergy's common stock in connection with the OE-Centerior merger. The ESOP loan is included in Other Property and Investments on the Consolidated Balance Sheets as of December 31, 1999 and 1998 as an investment with FirstEnergy related to the FirstEnergy savings plan. Dividends on ESOP shares are used to service the debt. Shares are released from the ESOP on a pro rata basis as debt service payments are made. In 1997, 429,515 shares were allocated to the Companies' employees with the corresponding expense recognized based on the shares allocated method. Total ESOP-related compensation expense reflected on the 1997 Consolidated Statement of Income was calculated as follows: - ----------------------------------------- 1997 - ----------------------------------------- (In millions) Base compensation $ 9.9 Dividends on common stock held by the ESOP and used to service debt (3.4) - ----------------------------------------- Net expense $ 6.5 ========================================= (C) COMPREHENSIVE INCOME- In 1998, the Companies adopted SFAS 130, "Reporting Comprehensive Income," and applied the standard to all periods presented in the Consolidated Statements of Common Stockholder's Equity. Comprehensive income includes net income as reported on the Consolidated Statements of Income and all other changes in common stockholder's equity except dividends to stockholders. (D) PREFERRED AND PREFERENCE STOCK- Penn's 7.75% series of preferred stock has a restriction which prevents early redemption prior to July 2003. The Company's 8.45% series of preferred stock has no optional redemption provision. All other preferred stock may be redeemed by the Companies in whole, or in part, with 30-60 days' notice. The Company has 8 million authorized and unissued shares of preference stock having no par value. (E) PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION- The Company's 8.45% series of preferred stock has an annual sinking fund requirement for 50,000 shares. Penn's 7.625% series has an annual sinking fund requirement for 7,500 shares beginning on October 1, 2002. The Companies' preferred shares are retired at $100 per share plus accrued dividends. Annual sinking fund requirements are $5 million in each year 2000-2001 and $1 million in each year 2002-2004. (F) COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY TRUST HOLDING SOLELY COMPANY SUBORDINATED DEBENTURES- Ohio Edison Financing Trust, a wholly owned subsidiary of the Company, has issued $120 million of 9% Cumulative Trust Preferred Capital Securities. The Company purchased all of the Trust's Common Securities and simultaneously issued to the Trust $123.7 million principal amount of 9% Junior Subordinated Debentures due 2025 in exchange for the proceeds that the Trust received from its sale of Preferred and Common Securities. The sole assets of the Trust are the Subordinated Debentures whose interest and other payment dates coincide with the distribution and other payment dates on the Trust Securities. Under certain circumstances the Subordinated Debentures could be distributed to the holders of the outstanding Trust Securities in the event the Trust is liquidated. The Subordinated Debentures may be optionally redeemed by the Company beginning December 31, 2000, at a redemption price of $25 per Subordinated Debenture plus accrued interest, in which event the Trust Securities will be redeemed on a pro rata basis at $25 per share plus accumulated distributions. The Company's obligations under the Subordinated Debentures along with the related Indenture, amended and restated Trust Agreement, Guarantee Agreement and the Agreement for expenses and liabilities, constitute a full and unconditional guarantee by the Company of payments due on the Preferred Securities. (G) LONG-TERM DEBT- The first mortgage indentures and their supplements, which secure all of the Companies' first mortgage bonds, serve as direct first mortgage liens on substantially all property and franchises, other than specifically excepted property, owned by the Companies. Based on the amount of bonds authenticated by the Trustees through December 31, 1999, the Companies' annual sinking and improvement fund requirements for all bonds issued under the mortgage amounts to $31 million. The Companies expect to deposit funds in 2000 that will be withdrawn upon the surrender for cancellation of a like principal amount of bonds, which are specifically authenticated for such purposes against unfunded property additions or against previously retired bonds. This method can result in minor increases in the amount of the annual sinking fund requirement. Sinking fund requirements for first mortgage bonds and maturing long-term debt (excluding capital leases) for the next five years are: (In millions) - -------------------- 2000 $414.5 2001 281.4 2002 516.8 2003 246.3 2004 255.6 - -------------------- The Companies' obligations to repay certain pollution control revenue bonds are secured by several series of first mortgage bonds and, in some cases, by subordinate liens on the related pollution control facilities. Certain pollution control revenue bonds are entitled to the benefit of irrevocable bank letters of credit of $349.3 million. To the extent that drawings are made under those letters of credit to pay principal of, or interest on, the pollution control revenue bonds, the Companies are entitled to a credit against their obligation to repay those bonds. The Companies pay annual fees of 0.43% to 0.75% of the amounts of the letters of credit to the issuing banks and are obligated to reimburse the banks for any drawings thereunder. The Company had unsecured borrowings of $190 million at December 31, 1999, supported by a $250 million long-term revolving credit facility agreement which expires November 18, 2002. The Company must pay an annual facility fee of 0.20% on the total credit facility amount. In addition, the credit agreement provides that the Company maintain unused first mortgage bond capability for the full credit agreement amount under the Company's indenture as potential security for the unsecured borrowings. Nuclear fuel purchases are financed through the issuance of OES Fuel commercial paper and loans, both of which are supported by a $180.5 million long-term bank credit agreement which expires March 31, 2001. Accordingly, the commercial paper and loans are reflected as long-term debt on the Consolidated Balance Sheets. OES Fuel must pay an annual facility fee of 0.20% on the total line of credit and an annual commitment fee of 0.0625% on any unused amount. 4. SHORT-TERM BORROWINGS AND BANK LINES OF CREDIT: Short-term borrowings outstanding at December 31, 1999, consisted of $162.7 million of bank borrowings and $160.0 million of OES Capital, Incorporated (OES Capital) commercial paper. OES Capital is a wholly owned subsidiary of the Company whose borrowings are secured by customer accounts receivable. OES Capital can borrow up to $170 million under a receivables financing agreement at rates based on certain bank commercial paper and is required to pay an annual fee of 0.20% on the amount of the entire finance limit. The receivables financing agreement expires in 2002. At December 31, 1999, the Company also had total short-term borrowings of $35.6 million from its affiliates. The Company has lines of credit with domestic banks that provide for borrowings of up to $55 million under various interest rate options. Short-term borrowings may be made under these lines of credit on its unsecured notes. To assure the availability of these lines, the Company is required to pay annual commitment fees of 0.125% to 0.20%. These lines expire at various times during 2000. The weighted average interest rates on short- term borrowings outstanding at December 31, 1999 and 1998, were 6.27% and 5.61%, respectively. 5. COMMITMENTS AND CONTINGENCIES: CAPITAL EXPENDITURES- The Companies' current forecasts reflect expenditures of approximately $1 billion for property additions and improvements from 2000- 2004, of which approximately $251 million is applicable to 2000. Investments for additional nuclear fuel during the 2000-2004 period are estimated to be approximately $218 million, of which approximately $65 million applies to 2000. During the same periods, the Companies' nuclear fuel investments are expected to be reduced by approximately $215 million and $46 million, respectively, as the nuclear fuel is consumed. NUCLEAR INSURANCE- The Price-Anderson Act limits the public liability relative to a single incident at a nuclear power plant to $9.5 billion. The amount is covered by a combination of private insurance and an industry retrospective rating plan. Based on their present ownership and leasehold interests in the Beaver Valley Station and the Perry Plant, the Companies' maximum potential assessment under the industry retrospective rating plan (assuming the other affiliate co-owners contribute their proportionate shares of any assessments under the retrospective rating plan) would be $168.2 million per incident but not more than $19.1 million in any one year for each incident. The Companies are also insured as to their respective interests in Beaver Valley and Perry under policies issued to the operating company for each plant. Under these policies, up to $2.75 billion is provided for property damage and decontamination and decommissioning costs. The Companies have also obtained approximately $706.3 million of insurance coverage for replacement power costs for their respective interests in Beaver Valley and Perry. Under these policies, the Companies can be assessed a maximum of approximately $22 million for incidents at any covered nuclear facility occurring during a policy year which are in excess of accumulated funds available to the insurer for paying losses. The Companies intend to maintain insurance against nuclear risks as described above as long as it is available. To the extent that replacement power, property damage, decontamination, decommissioning, repair and replacement costs and other such costs arising from a nuclear incident at any of the Companies' plants exceed the policy limits of the insurance in effect with respect to that plant, to the extent a nuclear incident is determined not to be covered by the Companies' insurance policies, or to the extent such insurance becomes unavailable in the future, the Companies would remain at risk for such costs. ENVIRONMENTAL MATTERS- Various federal, state and local authorities regulate the Companies with regard to air and water quality and other environmental matters. The Companies estimate additional capital expenditures for environmental compliance of approximately $175 million, which is included in the construction forecast provided under "Capital Expenditures" for 2000 through 2004. The Companies are in compliance with the current sulfur dioxide (SO2) and nitrogen oxides (NOx) reduction requirements under the Clean Air Act Amendments of 1990. SO2 reductions are being achieved by burning lower- sulfur fuel, generating more electricity from lower-emitting plants, and/or purchasing emission allowances. NOx reductions are being achieved through combustion controls and generating more electricity from lower-emitting plants. In September 1998, the Environmental Protection Agency (EPA) finalized regulations requiring additional NOx reductions from the Companies' Ohio and Pennsylvania facilities by May 2003. The EPA's NOx Transport Rule imposes uniform reductions of NOx emissions across a region of twenty-two states and the District of Columbia, including Ohio and Pennsylvania, based on a conclusion that such NOx emissions are contributing significantly to ozone pollution in the eastern United States. In May 1999, the U.S. Court of Appeals for the D.C. Circuit issued a stay which delays implementation of EPA's NOx Transport Rule until the Court has ruled on the merits of various appeals. Under the NOx Transport Rule, each of the twenty-two states are required to submit revised State Implementation Plans (SIP) which comply with individual state NOx budgets established by the EPA contemplating an approximate 85% reduction in utility plant NOx emissions from projected 2007 emissions. A proposed Federal Implementation Plan accompanied the NOx Transport Rule and may be implemented by the EPA in states which fail to revise their SIP. In another separate but related action, eight states filed petitions with the EPA under Section 126 of the Clean Air Act seeking reductions of NOx emissions which are alleged to contribute to ozone pollution in the eight petitioning states. The EPA suggests that the Section 126 petitions will be adequately addressed by the NOx Transport Program, but a December 17, 1999 rulemaking established an alternative program which would require nearly identical 85% NOx reductions at 392 utility plants, including the Companies' Ohio and Pennsylvania plants, by May 2003 in the event implementation of the NOx Transport Rule is delayed. New Section 126 petitions were filed by New Jersey, Maryland, Delaware and the District of Columbia in mid-1999 and are still under evaluation by the EPA. FirstEnergy continues to evaluate its compliance plans and other compliance options. The Companies are required to meet federally approved SO2 regulations. Violations of such regulations can result in shutdown of the generating unit involved and/or civil or criminal penalties of up to $27,500 for each day the unit is in violation. The EPA has an interim enforcement policy for SO2 regulations in Ohio that allows for compliance based on a 30- day averaging period. The Companies cannot predict what action the EPA may take in the future with respect to the interim enforcement policy. In July 1997, the EPA promulgated changes in the National Ambient Air Quality Standard (NAAQS) for ozone and proposed a new NAAQS for previously unregulated ultra-fine particulate matter. In May 1999, the U.S. Court of Appeals for the D.C. Circuit remanded both standards back to the EPA finding constitutional and other defects in the new NAAQS rules. The D.C. Circuit Court, on October 29, 1999, denied an EPA petition for rehearing. The Companies cannot predict the EPA's action in response to the Court's remand order. The cost of compliance with these regulations, if they are reinstated, may be substantial and depends on the manner in which they are ultimately implemented, if at all, by the states in which the Companies operate affected facilities. In September 1999, FirstEnergy received, and subsequently in October 1999, the Companies received a citizen suit notification letter from the New York Attorney General's office alleging Clean Air Act violations at the W. H. Sammis Plant. In November 1999, the Companies received a citizen suit notification letter from the Connecticut Attorney General's office alleging Clean Air Act violations at the Sammis Plant. On November 3, 1999, the EPA issued Notices of Violation (NOV) or a Compliance Order to eight utilities covering 32 power plants, including the Sammis Plant. In addition, the U.S. Department of Justice filed seven civil complaints against various investor-owned utilities, which included a complaint against the Companies in the U.S. District Court for the Southern District of Ohio. The NOV and complaint allege violations of the Clean Air Act based on operation and maintenance of the Sammis Plant dating back to 1984. The complaint requests permanent injunctive relief to require the installation of "best available control technology" and civil penalties of up to $27,500 per day of violation. The Companies believe the Sammis Plant is in full compliance with the Clean Air Act and the NOV and complaint are without merit. However, the Companies are unable to predict the outcome of this litigation. Penalties could be imposed if the Sammis Plant continues to operate without correcting the alleged violations and a court determines that the allegations are valid. It is anticipated at this time that the Sammis Plant will continue to operate while the matter is being decided. 6. SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED): The following summarizes certain consolidated operating results by quarter for 1999 and 1998. March 31, June 30, September 30, December 31, Three Months Ended 1999 1999 1999 1999 - ----------------------------------------------------------------------------------------- (In millions) Operating Revenues $633.1 $646.7 $770.5 $636.6 Operating Expenses and Taxes 498.1 532.7 650.2 532.8 - --------------------------------------------------------------------------------------- Operating Income 135.0 114.0 120.3 103.8 Other Income 9.3 13.1 10.2 13.2 Net Interest Charges 56.5 58.4 53.9 52.5 - --------------------------------------------------------------------------------------- Net Income $ 87.8 $ 68.7 $ 76.6 $ 64.5 ======================================================================================= Earnings on Common Stock $ 84.9 $ 65.8 $ 73.7 $ 61.7 ======================================================================================= March 31, June 30, September 30, December 31, Three Months Ended 1998 1998 1998 1998 - ----------------------------------------------------------------------------------------- (In millions) Operating Revenues $597.8 $618.5 $696.2 $607.0 Operating Expenses and Taxes 486.7 524.9 555.5 465.5 - --------------------------------------------------------------------------------------- Operating Income 111.1 93.6 140.7 141.5 Other Income 12.5 11.8 12.6 10.7 Net Interest Charges 59.3 59.1 58.6 56.2 - --------------------------------------------------------------------------------------- Income Before Extraordinary Item 64.3 46.3 94.7 96.0 Extraordinary Item (Net of Income Taxes) (Note 1) -- (30.5) -- -- - --------------------------------------------------------------------------------------- Net Income $ 64.3 $ 15.8 $ 94.7 $ 96.0 ======================================================================================= Earnings on Common Stock $ 61.3 $ 12.8 $ 91.7 $ 93.0 ======================================================================================= Report of Independent Public Accountants To the Stockholders and Board of Directors of Ohio Edison Company: We have audited the accompanying consolidated balance sheets and consolidated statements of capitalization of Ohio Edison Company (an Ohio corporation and wholly owned subsidiary of FirstEnergy Corp.) and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, common stockholder's equity, preferred stock, cash flows and taxes for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ohio Edison Company and subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Cleveland, Ohio February 11, 2000