SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ---------------- to--------------
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
- ----------- ----------------------------- ------------------
333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2578 OHIO EDISON COMPANY 34-0437786
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2323 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 34-0150020
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3491 PENNSYLVANIA POWER COMPANY 25-0718810
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3141 JERSEY CENTRAL POWER & LIGHT COMPANY 21-0485010
(A New Jersey Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-446 METROPOLITAN EDISON COMPANY 23-0870160
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3522 PENNSYLVANIA ELECTRIC COMPANY 25-0718085
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
(X)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes (X) No ( )
State the aggregate market value of the voting stock held by
non-affiliates of the registrant: $10,875,494,020 as of February 28, 2002.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
OUTSTANDING
CLASS As of MARCH 29, 2002
----- --------------------
FirstEnergy Corp., $.10 par value 297,636,276
Ohio Edison Company, no par value 100
The Cleveland Electric Illuminating Company, no par value 79,590,689
The Toledo Edison Company, $5 par value 39,133,887
Pennsylvania Power Company, $30 par value 6,290,000
Jersey Central Power & Light Company, $10 par value 15,371,270
Metropolitan Edison Company, no par value 859,500
Pennsylvania Electric Company, $20 par value 5,290,596
FirstEnergy Corp. is the sole holder of Ohio Edison Company, The Cleveland
Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power &
Light Company, Metropolitan Edison Company, and Pennsylvania Electric Company
common stock; Ohio Edison Company is the sole holder of Pennsylvania Power
Company common stock.
Documents incorporated by reference (to the extent indicated herein):
PART OF FORM 10-K INTO WHICH
DOCUMENT DOCUMENT IS INCORPORTED
-------- -----------------------
FirstEnergy Corp. Annual Report to Stockholders
for the fiscal year ended December 31, 2001
(Pages 16-55) Part II
Proxy Statement for 2002 Annual Meeting of
Stockholders to be held May 21, 2002 Part III
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Registrant Title of Each Class on Which Registered
- ------------------ --------------------------------- ------------------------
FirstEnergy Corp. Common Stock, $.10 par value New York Stock Exchange
Ohio Edison Company Cumulative Preferred Stock, $100
par value
3.90% Series All series registered on
4.40% Series New York Stock Exchange
4.44% Series and Chicago Stock
4.56% Series Exchange
Cumulative Preferred Stock, $25
par value
7.75% Series Registered on New York
Stock Exchange and
Chicago Stock Exchange
The Cleveland Elec- Cumulative Serial Preferred Stock,
tric Illuminating without par value:
Company $7.40 Series A All series registered on
$7.56 Series B New York Stock Exchange
Adjustable Rate, Series L
The Toledo Edison Cumulative Preferred Stock,
Company par value $100 per share: Registered on American
4-1/4% Series Stock Exchange
Cumulative Preferred Stock, par
value $25 per share:
$2.365 Series All series registered on
Adjustable Rate, Series A New York Stock Exchange
Adjustable Rate, Series B
First Mortgage Bonds: Registered on New York
8% Series due 2003 Stock Exchange
Pennsylvania Power Cumulative Preferred Stock, $100
Company par value:
4.24% Series All series registered on
4.25% Series Philadelphia Stock
4.64% Series Exchange, Inc.
Jersey Central Power Cumulative Preferred Stock, New York Stock Exchange
& Light Company without par value
4% Series
This combined Form 10-K is separately filed by FirstEnergy Corp.,
Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric
Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light
Company, Metropolitan Edison Company, and Pennsylvania Electric Company.
Information contained herein relating to any individual registrant is filed by
such registrant on its own behalf. No registrant makes any representation as to
information relating to any other registrant, except that information relating
to any of the seven FirstEnergy subsidiary registrants is also attributed to
FirstEnergy.
FORM 10-K
TABLE OF CONTENTS
Page
----
Part I
Item 1. Business.................................................... 1
The Company............................................... 1
Merger.................................................... 2
Divestitures-
International Operations................................ 2
Generating Assets....................................... 3
Utility Regulation........................................ 3
PUCO Rate Matters....................................... 3
NJBPU Rate Matters...................................... 4
PPUC Rate Matters....................................... 4
FERC Rate Matters....................................... 5
Regulatory Accounting................................... 6
Capital Requirements...................................... 6
Met-Ed Capital Trust and Penelec Capital Trust............ 8
Nuclear Regulation........................................ 8
Nuclear Insurance......................................... 9
Environmental Matters..................................... 10
Air Regulation.......................................... 10
Water Regulation........................................ 11
Waste Disposal.......................................... 11
Summary................................................. 11
Fuel Supply............................................... 11
System Capacity and Reserves.............................. 12
Regional Reliability...................................... 13
Competition............................................... 13
Research and Development.................................. 13
Executive Officers........................................ 14
Item 2. Properties.................................................. 15
Item 3. Legal Proceedings........................................... 16
Item 4. Submission of Matters to a Vote of Security Holders......... 16
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 16
Item 6. Selected Financial Data..................................... 16
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 16
Item 8. Financial Statements and Supplementary Data................. 16
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure...................... 17
Part III
Item 10. Directors and Executive Officers of the Registrant.......... 17
Item 11. Executive Compensation...................................... 17
Item 12. Security Ownership of Certain Beneficial Owners
and Management.............................................. 17
Item 13. Certain Relationships and Related Transactions.............. 17
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K................................................. 17
PART 1
ITEM 1. BUSINESS
The Company
FirstEnergy Corp. was organized under the laws of the State of Ohio
in 1996. On November 7, 2001, FirstEnergy merged with GPU, Inc., a Pennsylvania
corporation, with FirstEnergy being the surviving company. FirstEnergy's
application to the Securities and Exchange Commission (SEC) under the Public
Utility Holding Company Act of 1935 (1935 Act) to acquire all of the outstanding
shares of GPU's common stock and to become a registered holding company under
the 1935 Act, was approved on October 29, 2001. FirstEnergy's principal business
is the holding, directly or indirectly, of all of the outstanding common stock
of its principal electric utility operating subsidiaries, Ohio Edison Company
(OE), The Cleveland Electric Illuminating Company (CEI), Pennsylvania Power
Company (Penn), The Toledo Edison Company (TE), American Transmission Systems,
Incorporated (ATSI), Jersey Central Power & Light Company (JCP&L), Metropolitan
Edison Company (Met-Ed) and Pennsylvania Electric Company (Penelec). These
utility subsidiaries are referred to throughout as "Companies." FirstEnergy's
consolidated revenues are primarily derived from electric service provided by
its utility operating subsidiaries and the revenues of its other principal
subsidiaries: FirstEnergy Solutions Corp. (FES); FirstEnergy Facilities Services
Group, LLC (FEFSG); MYR Group Inc. (MYR); MARBEL Energy Corporation (MARBEL);
GPU Capital, Inc.; and GPU Power, Inc. In addition, FirstEnergy holds all of the
outstanding common stock of other direct subsidiaries including: FirstEnergy
Properties, Inc., FirstEnergy Ventures Corp., FirstEnergy Nuclear Operating
Company (FENOC), FirstEnergy Securities Transfer Company, GPU Diversified
Holdings, LLC, GPU Telecom Services, Inc., GPU Nuclear, Inc.; FirstEnergy
Service Company (FECO); GPU Service, Inc. (GPUS); and GPU Advanced Resources,
Inc.
The Companies' combined service areas encompass approximately 37,200
square miles in Ohio, New Jersey and Pennsylvania. The areas they serve have a
combined population of approximately 11.0 million.
OE was organized under the laws of the State of Ohio in 1930 and owns
property and does business as an electric public utility in that state. OE also
has ownership interests in certain generating facilities located in the
Commonwealth of Pennsylvania. OE engages in the generation, distribution and
sale of electric energy to communities in a 7,500 square mile area of central
and northeastern Ohio. OE also engages in the sale, purchase and interchange of
electric energy with other electric companies. The area it serves has a
population of approximately 2.7 million.
OE owns all of the outstanding common stock of Penn. Penn was
organized under the laws of the Commonwealth of Pennsylvania in 1930 and owns
property and does business as an electric public utility in that state. Penn is
also authorized to do business and owns property in the State of Ohio. Penn
furnishes electric service to communities in a 1,500 square mile area of western
Pennsylvania. The area served by Penn has a population of approximately 0.3
million.
CEI was organized under the laws of the State of Ohio in 1892 and
does business as an electric public utility in that state. CEI engages in the
generation, distribution and sale of electric energy in an area of approximately
1,700 square miles in northeastern Ohio. It also has ownership interests in
certain generating facilities in Pennsylvania. CEI also engages in the sale,
purchase and interchange of electric energy with other electric companies. The
area CEI serves has a population of approximately 1.9 million.
TE was organized under the laws of the State of Ohio in 1901 and does
business as an electric public utility in that state. TE engages in the
generation, distribution and sale of electric energy in an area of approximately
2,500 square miles in northwestern Ohio. It also has interests in certain
generating facilities in Pennsylvania. TE also engages in the sale, purchase and
interchange of electric energy with other electric companies. The area TE serves
has a population of approximately 0.8 million.
JCP&L was organized under the laws of the State of New Jersey in 1925
and owns property and does business as an electric public utility in that state.
JCP&L provides retail electric energy services in northern, western and east
central New Jersey. The area it serves has a population of approximately 2.7
million.
Met-Ed was organized under the laws of the Commonwealth of
Pennsylvania in 1922 and owns property and does business as an electric public
utility in that state. Met-Ed provides retail electric energy services in
eastern and south central Pennsylvania. The area it serves has a population of
approximately 1.3 million.
Penelec was organized under the laws of the Commonwealth of
Pennsylvania in 1919 and owns property and does business as an electric public
utility in that state. Penelec provides retail and wholesale electric energy
services in western, northern and south central Pennsylvania. The area it serves
has a population of approximately 1.6 million. Penelec, as lessee of the
property of its subsidiary, The Waverly Electric Light & Power Company, also
serves a population of about 13,400 in Waverly, New York and vicinity.
FES was organized under the laws of the State of Ohio in 1997 and
provides energy-related products and services, and through its FirstEnergy
Generation Corp. (FGCO) subsidiary, operates FirstEnergy's nonnuclear generation
businesses. FEFSG is the parent company of eleven direct subsidiaries that are
heating, ventilating, air conditioning and energy management companies; MYR is a
utility infrastructure construction service company. MARBEL is a natural gas
pipeline company whose subsidiaries include MARBEL HoldCo, Inc. a holding
company having a 50% ownership interest in Great Lakes Energy Partners, LLC, an
oil and natural gas exploration and production venture, and Northeast Ohio
Natural Gas Corp., a public utility that provides gas distribution and
transportation services. GPU Capital owns and operates electric distribution
systems in foreign countries (see "Merger") and GPU Power owns and operates
generation facilities in foreign countries. FECO and GPUS provide legal,
financial and other corporate support services to affiliated FirstEnergy
companies.
Merger
On November 7, 2001, the merger of FirstEnergy and GPU became
effective pursuant to the Agreement and Plan of Merger, dated August 8, 2000
(Merger Agreement). As a result of the merger, GPU's former wholly owned
subsidiaries, including JCP&L, Met-Ed and Penelec (collectively, the "Former GPU
Companies"), became wholly owned subsidiaries of FirstEnergy.
Under the terms of the Merger Agreement, GPU shareholders received
the equivalent of $36.50 for each share of GPU common stock they owned, payable
in cash and/or FirstEnergy common stock. GPU shareholders receiving FirstEnergy
shares received 1.2318 shares of FirstEnergy common stock for each share of GPU
common stock that they exchanged. The elections by GPU shareholders were subject
to proration since the total elections received would have resulted in more than
one-half of the GPU common stock being exchanged for FirstEnergy shares.
FirstEnergy borrowed the funds for the cash portion of the merger consideration,
approximately $2.2 billion, through a credit agreement dated as of October 2,
2001 from a group of banks led by Barclay's Bank Plc, as administrative agent;
the borrowings were refinanced with long-term debt on November 15, 2001.
FirstEnergy issued nearly 73.7 million shares of its common stock to GPU
shareholders for the share portion of the transaction consideration.
The merger was accounted for by the purchase method of accounting
and, accordingly, the Consolidated Statements of Income include the results of
the Former GPU Companies beginning November 7, 2001. The assets acquired and
liabilities assumed were recorded at estimated fair values as determined by
FirstEnergy's management based on information currently available and on current
assumptions as to future operations. The merger purchase accounting adjustments,
which were recorded in the records of GPU's direct subsidiaries, primarily
consisted of: (1) revaluation of GPU's international operations to fair value;
(2) revaluation of property, plant and equipment; (3) adjusting preferred stock
subject to mandatory redemption and long-term debt to estimated fair value; (4)
recognizing additional obligations related to retirement benefits; and (5)
recognizing estimated severance and other compensation liabilities. Assets and
liabilities remaining subject to rate regulation on a historical cost basis were
not adjusted.
Divestitures
International Operations
Prior to consummation of the GPU merger, FirstEnergy identified
certain GPU international operations for divestiture within twelve months of the
merger date. These operations constitute individual "lines of business" as
defined in Accounting Principles Board Opinion (APB) No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" with physically and operationally separable activities.
Application of Emerging Issues Task Force Issue No. 87-11, "Allocation of
Purchase Price to Assets to Be Sold," required that expected, pre-sale cash
flows, including incremental interest expense on related acquisition debt, of
these operations be considered part of the purchase price allocation.
Accordingly, subsequent to the merger date, results of operations and
incremental interest costs that are related to these international subsidiaries
have not been included in FirstEnergy's Consolidated Statement of Income.
Additionally, assets and liabilities of these international operations have been
segregated under separate captions on the Consolidated Balance Sheet - "Assets
Pending Sale" and "Liabilities Related to Assets Pending Sale." The entities
identified for divestiture prior to the merger date are discussed below.
In December 2001, FirstEnergy divested its Australian gas
transmission companies through an initial public offering of GasNet's common
stock. The IPO provided net proceeds of $125 million to FirstEnergy and
immediately removed from FirstEnergy's consolidated debt $290 million of
GasNet-related debt.
On March 15, 2002, FirstEnergy finalized the terms of a previously
announced agreement through which Aquila, Inc. (formerly UtiliCorp United) will
acquire a 79.9 percent interest in FirstEnergy's wholly owned Avon Energy
Partners Holdings subsidiary, the holding company for Midlands Electricity plc,
for a purchase price of $264 million. As a result of this transaction, Avon's
debt of approximately $1.7 billion, which is non-recourse to FirstEnergy, would
no longer be included on FirstEnergy's consolidated balance sheet. The
transaction is subject to the receipt of all applicable regulatory approvals.
GPU's former Argentina operations, including GPU Empresa
Distribuidora Electrica Regional S.A., were identified by FirstEnergy for
divestiture within twelve months of the merger. FirstEnergy is actively pursuing
the sale of these operations. Other international companies are being considered
for sale; however, as of the merger date those sales were not judged to be
probable of occurring within twelve months.
Generating Assets
On November 29, 2001, FirstEnergy reached an agreement to sell four
coal-fired power plants (with an aggregate net book value of $539 million as of
December 31, 2001) totaling 2,535 megawatts (MW) to NRG Energy Inc. for $1.5
billion ($1.355 billion in cash and $145 million in debt assumption). The net,
after-tax gain from the sale, based on the difference between the sale price of
the plants and their market price used in our Ohio restructuring transition
plan, will be credited to customers by reducing the transition cost recovery
period. FirstEnergy also entered into a power purchase agreement (PPA) with NRG.
Under the terms of the PPA, NRG is obligated to sell up to 10.5 billion
kilowatt-hours of electricity annually, similar to the average annual output of
the plants, through 2005. The sale is expected to close in mid-2002.
Utility Regulation
As a registered public utility holding company, FirstEnergy is
subject to regulation by the SEC under the 1935 Act. The SEC has determined that
the electric facilities of the FirstEnergy Companies constitute a single
integrated public utility system under the standards of the 1935 Act. The 1935
Act regulates FirstEnergy with respect to accounting, the issuance of
securities, the acquisition and sale of utility assets, securities or any other
interest in any business, and entering into, and performance of, service, sales
and construction contracts among its subsidiaries, and certain other matters.
The 1935 Act also limits the extent to which FirstEnergy may engage in
nonutility businesses or acquire additional utility businesses. Each of the
FirstEnergy Companies' retail rates, conditions of service, issuance of
securities and other matters are subject to regulation in the state in which
each operates - in Ohio by the Public Utilities Commission of Ohio (PUCO), in
New Jersey by the New Jersey Board of Public Utilities (NJBPU) and in
Pennsylvania by the Pennsylvania Public Utility Commission (PPUC). With respect
to their wholesale and interstate electric operations and rates, FirstEnergy
Companies are subject to regulation, including regulation of their accounting
policies and practices, by the Federal Energy Regulatory Commission (FERC).
Under Ohio law, municipalities may regulate rates, subject to appeal to the PUCO
if not acceptable to the utility.
PUCO Rate Matters
Ohio's 1999 electric utility restructuring law allowed Ohio electric
customers to select their generation suppliers beginning January 1, 2001,
provided for a five percent reduction on the generation portion of residential
customers' bills and the opportunity for utilities to recover transition costs,
including regulatory assets. Under this law, the PUCO approved FirstEnergy's
transition plan in 2000 as modified by a settlement agreement with major parties
to the transition plan, which it filed on behalf of OE, CEI and TE (Ohio
Companies). The settlement agreement included approval for recovery of the
amounts of transition costs filed in the transition plan through no later than
2006 for OE, mid-2007 for TE and 2008 for CEI, except where a longer period of
recovery is provided for in the settlement agreement. The settlement also
granted preferred access over FirstEnergy's subsidiaries to nonaffiliated
marketers, brokers and aggregators to 1,120 MW of generation capacity through
2005 at established prices for sales to the Ohio Companies' retail customers.
The Ohio Companies' base electric rates for distribution service under their
prior respective regulatory plans were extended from December 31, 2005 to
December 31, 2007. The transition rate credits for customers under their prior
regulatory plans were also extended through the Ohio Companies' respective
transition cost recovery periods.
The transition plan itemized, or unbundled, 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 transition plan also resulted in the 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 law, and planned changes in how FirstEnergy's
transmission system will be operated to ensure access to all users. Customer
prices are frozen through a five-year market development period (2001-2005),
except for certain limited statutory exceptions including a 5% reduction in the
price of generation for residential customers.
FirstEnergy's Ohio customers choosing alternative suppliers receive
an additional incentive applied to the shopping credit (generation component) of
45% for residential customers, 30% for commercial customers and 15% for
industrial customers. The amount of the incentive serves to reduce the
amortization of transition costs during the market development period and will
be recovered through the extension of the transition cost recovery periods. If
the customer shopping goals established in the agreement are not achieved by the
end of 2005, the transition cost recovery periods could be shortened for OE, CEI
and TE to reduce recovery by as much as $500 million (OE-$250 million, CEI-$170
million and TE-$80 million), but any such adjustment would be computed on a
class-by-class and pro-rata
basis. Based on annualized shopping levels as of December 31, 2001, FirstEnergy
believes the maximum potential recovery reductions are approximately $174
million (OE - $87 million, CEI - $52 million and TE - $35 million).
NJBPU Rate Matters
In March 2001, the NJBPU issued a Final Decision and Order (Final
Order) with respect to JCP&L's rate unbundling, stranded cost and restructuring
filings, which superseded its 1999 Summary Order. The Final Order confirms rate
reductions set forth in the Summary Order, which remain in effect at increasing
levels through July 2003 with rates after July 31, 2003 to be determined in a
rate case commencing in 2002. The Final Order also includes the right of
customers to select their generation suppliers effective August 1, 1999, and
includes the deregulation of electric generation service. The Final Order
confirms the establishment of a non-bypassable societal benefits charge to
recover costs which include nuclear plant decommissioning and manufactured gas
plant remediation, as well as a non-bypassable market transition charge (MTC)
primarily to recover stranded costs. However, the NJBPU deferred making a final
determination of the net proceeds and stranded costs related to prior generating
asset divestitures until JCP&L's request for an Internal Revenue Service (IRS)
ruling regarding the treatment of associated federal income tax benefits is
acted upon. Should the IRS ruling support the return of the tax benefits to
ratepayers, JCP&L would need to record a corresponding charge to income of
approximately $25 million; there would be no effect to FirstEnergy's net income
as the contingency existed prior to the merger.
JCP&L has an obligation to provide basic generation service (BGS),
that is, it must act as provider of last resort (PLR) to non-shopping customers
as a result of the NJBPU's restructuring plans. JCP&L obtains its supply of
electricity to meet its BGS obligation to non-shopping customers almost entirely
from contracted and open market purchases. JCP&L is permitted to defer for
future collection from customers the amounts by which its costs of supplying BGS
to non-shopping customers and costs incurred under nonutility generation (NUG)
agreements exceed amounts collected through BGS and MTC rates. As of December
31, 2001, the accumulated deferred cost balance totaled approximately $300
million, after giving effect to the reduction discussed below. The Final Order
provided for the ability to securitize stranded costs associated with the
divested Oyster Creek Nuclear Generation Station. In February 2002, JCP&L
received NJBPU authorization to issue $320 million of transition bonds to
securitize the recovery of these costs. The NJBPU order also provides for a
usage-based non-bypassable transition bond charge and for the transfer of the
bondable transition property to another entity. JCP&L plans to sell transition
bonds in the second quarter of 2002 which will be recognized on the Consolidated
Balance Sheet. The Final Order also allows for additional securitization of
JCP&L's deferred balance to the extent permitted by law upon application by
JCP&L and a determination by the NJBPU that the conditions of the New Jersey
restructuring legislation are met. There can be no assurance as to the extent,
if any, that the NJBPU will permit such securitization.
In June 2001, the four incumbent New Jersey electric distribution
companies, including JCP&L, filed a joint proposal seeking NJBPU approval of a
competitive bidding process to procure supply for the provision of BGS from
August 1, 2002 through July 31, 2003. In December 2001, the NJBPU authorized the
auctioning of BGS to meet the electric demands of all customers who have not
selected an alternative supplier. BGS for all four companies, for August 1, 2002
through July 31, 2003, was simultaneously put out for bid. The auction, which
ended on February 13, 2002 and was approved by the NJBPU on February 15, 2002,
removed JCP&L's BGS obligation of 5,100 MW for the period August 1, 2002 through
July 31, 2003. The auction provides a transitional mechanism and a different
model for the procurement of BGS commencing August 1, 2003 may be adopted.
On September 26, 2001, the NJBPU approved the merger between
FirstEnergy and GPU (see "Merger") subject to the terms and conditions set forth
in a Stipulation of Settlement which had been signed by the major parties in the
merger discussions. Under this Stipulation of Settlement, FirstEnergy agreed to
reduce JCP&L's regulatory assets by $300 million, in order to ensure that
customers receive the benefit of future merger savings. JCP&L wrote off $300
million of its deferred costs upon receipt on October 29, 2001 of the final
regulatory approval for the merger.
PPUC Rate Matters
In December 1996, Pennsylvania enacted "The Electricity Generation
Customer Choice and Competition Act," which permitted customers, including
Penn's, Met-Ed's and Penelec's customers, to choose their electric generation
supplier, while transmission and distribution services will continue to be
supplied by their current providers. The PPUC authorized 1998 rate restructuring
plans for Penn, Met-Ed and Penelec, which essentially resulted in the
deregulation of their respective generation businesses. Met-Ed and Penelec
subsequently divested substantially all of their generating assets.
The phase in of customer choice was completed on January 1, 2001.
Under their respective plans, Penn, Met-Ed and Penelec continue to deliver power
to homes and businesses through their distribution systems, which remain
regulated by the PPUC. Their rates have been restructured to establish separate
charges for transmission and distribution; generation, which is subject to
competition, and stranded cost recovery. In the event customers obtain power
from an alternative source, the generation portion of their rates will be
excluded from their bills and the customers will receive a generation charge
from the alternative supplier. The stranded cost recovery portion of rates
provides for recovery of certain amounts not otherwise considered recoverable in
a competitive generation market, including
regulatory assets. Penn is entitled to recover $236 million of stranded costs
through a competitive transition charge (CTC) that started in 1999 and ends in
2006.
In 2000, the PPUC disallowed a portion of the requested additional
stranded costs above those amounts granted in Met-Ed's and Penelec's 1998 rate
restructuring plan orders. The PPUC required Met-Ed and Penelec to seek an IRS
ruling regarding the return of certain unamortized investment tax credits and
excess deferred income tax benefits to ratepayers. Similar to JCP&L's situation,
if the IRS ruling ultimately supports returning these tax benefits to
ratepayers, Met-Ed and Penelec would then reduce stranded costs by $12 million
and $25 million, respectively, plus interest and record a corresponding charge
to income; similar to JCP&L, there would be no effect to FirstEnergy's net
income.
As a result of their generating asset divestitures, Met-Ed and
Penelec obtain their supply of electricity to meet their PLR obligations almost
entirely from contracted and open market purchases. During 2000, their purchased
power costs substantially exceeded the amounts they could recover under their
capped generation rates which are in effect for varying periods, pursuant to
their 1998 rate restructuring plans. In November 2000, Met-Ed and Penelec filed
a petition with the PPUC seeking permission to defer for future recovery their
energy costs in excess of amounts reflected in their capped generation rates. In
January 2001, the PPUC consolidated this petition with the FirstEnergy/GPU
merger proceeding (see "Merger") for consideration and resolution in accordance
with the merger procedural schedule.
In June 2001, Met-Ed, Penelec and FirstEnergy entered into a
Settlement Stipulation with all of the major parties in the combined merger and
rate relief proceedings, that, in addition to resolving certain issues
concerning the PPUC's approval of the FirstEnergy/GPU merger, also addressed
Met-Ed's and Penelec's request for PLR rate relief. On June 20, 2001, the PPUC
entered orders approving the Settlement Stipulation, which approved the merger
and provided Met-Ed and Penelec PLR rate relief. Met-Ed and Penelec were
permitted to defer for future recovery the difference between their actual
energy costs and those reflected in their capped generation rates, retroactive
to January 1, 2001. Deferral accounting will continue for such cost differences
through December 31, 2005. Should energy costs incurred by Met-Ed and Penelec
during that period be below their respective capped generation rates, the
difference would be used to reduce their recoverable deferred costs. Met-Ed's
and Penelec's PLR obligations have been extended through December 31, 2010.
Met-Ed's and Penelec's CTC revenues will be applied first to PLR costs, then to
non-NUG stranded costs and finally to NUG stranded costs through December 31,
2010. Met-Ed and Penelec would be permitted to recover any remaining stranded
costs through a continuation of the CTC after December 31, 2010; however, such
recovery would extend to no later than December 31, 2015. Any amounts not
expected to be recovered by December 31, 2015 would be written off at the time
such nonrecovery becomes probable.
Several parties had filed Petitions for Review with the Commonwealth
Court of Pennsylvania regarding the PPUC's order that approved a settlement of
the FirstEnergy/GPU merger case and granted certain relief to Met-Ed and Penelec
concerning their PLR obligations to retail customers. On February 21, 2002, the
Court affirmed the PPUC decision regarding the FirstEnergy/GPU merger, remanding
the decision to the PPUC only with respect to the issue of merger savings. The
Court reversed the PPUC's decision regarding the PLR obligations of Met-Ed and
Penelec, and rejected those parts of the settlement that permitted the companies
to defer for accounting purposes the difference between their wholesale power
costs and the amount that they collect from retail customers. FirstEnergy filed
a Petition for Allowance of Appeal with the Pennsylvania Supreme Court on March
25, 2002, asking it to review the Commonwealth Court decision. FirstEnergy is
unable to predict the outcome of these matters.
FERC Rate Matters
The Companies provide wholesale power and transmission service
subject to the jurisdiction of the FERC.
On November 9, 2000, FirstEnergy and GPU filed an application for
approval of their merger under Section 203 of the Federal Power Act. The FERC
approved the merger on March 15, 2001. Following the FirstEnergy/GPU merger the
transmission facilities of JCP&L, Met-Ed and Penelec continue to be operated by
PJM Interconnection, Inc. PJM was approved by the FERC as a regional
transmission organization (RTO) on July 12, 2001. Transmission service over the
facilities of FirstEnergy's PJM operating companies is provided under the PJM
Open Access Tariff.
ATSI, which owns and operates FirstEnergy's transmission facilities
within the Ohio Companies' and Penn's service areas, proposed to transfer its
transmission facilities in the East Central Area Reliability Agreement (ECAR)
area to the Alliance RTO. ATSI, along with other members of the Alliance
Companies (Ameren Services Company, American Electric Power Service Corporation
(AEP), Consumers Energy Company, The Dayton Power and Light Company (DPL),
Exelon Corporation, Illinois Power Company, Northern Indiana Public Service
Company and Virginia Electric and Power Company) made a series of filings during
2001, and received conditional approval from the FERC to act as an RTO on May 8,
2001. Operations were projected to begin in March 2002.
On December 20, 2001, the FERC issued an order that reversed prior
findings that the Alliance RTO had adequate scope and concluded that there
should be only one RTO in the Midwest. While favoring the Midwest ISO as the
preferred platform for a single RTO in the Midwest, the FERC stated that it was
confident that the Alliance business plan for an independent transmission
company could be successfully accommodated within the Midwest ISO. As directed
by the FERC, the Alliance Companies are in negotiations with the Midwest ISO, as
well as PJM, to develop an
arrangement for the Alliance business organization to operate under an RTO
umbrella. A revised date for operation of ATSI's transmission assets in an RTO
has not been determined.
Regulatory Accounting
All of the Companies' regulatory assets (deferred costs) are expected
to continue to be recovered under provisions of the Ohio transition plan and the
respective Pennsylvania and New Jersey regulatory plans. Under prior regulatory
plans, the PUCO had authorized OE to recognize additional capital recovery
related to its generating assets (which was reflected as additional depreciation
expense) and additional amortization of regulatory assets 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 prior regulatory
plans were not in effect. These additional amounts were being recovered through
rates. Under OE's prior regulatory plan, which was terminated at the end of
2000, and Penn's rate restructuring plan, OE's and Penn's cumulative additional
capital recovery and regulatory asset amortization amounted to $1.424 billion.
The application of Statement of Financial Accounting Standards (SFAS)
No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS 71),
was discontinued in 1997 with respect to CEI's and TE's nuclear operations; in
1998 with respect to Penn's, Met-Ed's and Penelec's generation operations; in
1999 with respect to JCP&L's generation operations; and in 2000 with respect to
OE's generation business and the nonnuclear generation businesses of CEI and TE.
JCP&L, Met-Ed and Penelec subsequently divested substantially all of their
generating assets. The SEC issued interpretive guidance regarding asset
impairment measurement, concluding that any supplemental regulated cash flows
such as a 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, $1.6 billion of
impaired plant investments ($1.2 billion, $304 million and $53 million for OE,
CEI and TE, respectively) were recognized as regulatory assets recoverable as
transition costs through future regulatory cash flows.
Capital Requirements
Capital expenditures for the FirstEnergy Companies for the years 2001
through 2006, excluding nuclear fuel, are shown in the following table. Such
costs include expenditures for the betterment of existing facilities and for the
construction of generating capacity, facilities for environmental compliance,
transmission lines, distribution lines, substations and other additions. See
"Environmental Matters" below with regard to possible environment-related
expenditures not included in the forecast.
2001 2002-2006 Capital Expenditures Forecast
------------------------------------------
Actual 2002 2003-2006 Total
------ ---- --------- -----
(In millions)
OE................. $ 62 $ 92 $ 241 $ 333
Penn............... 31 36 141 177
CEI................ 70 121 271 392
TE................. 44 72 156 228
JCP&L.............. 32* 144 428 572
Met-Ed............. 9* 66 257 323
Penelec............ 15* 72 303 375
ATSI............... 27 14 98 112
FES................ 305 130 320 450
Other subsidiaries 78 103 286 389
---- ---- ------ ------
Total.............. $673 $850 $2,501 $3,351
* Includes costs for the period from the November 7, 2001
merger date to December 31, 2001.
During the 2002-2006 period, maturities of, and sinking fund
requirements for, long-term debt and preferred stock of the Company and its
subsidiaries are:
Preferred Stock and Long-Term Debt
2002-2006 Redemption Schedule
------------------------------------------
2002 2003-2006 Total
---- --------- -----
(In millions)
OE................... $ 408 $ 410 $ 818
Penn................. 2 81 83
CEI.................. 343 699 1,042
TE................... 248 312 560
JCP&L................ 61 628 689
Met-Ed............... 30 332 362
Penelec.............. 50 134 184
FirstEnergy.......... -- 1,550 1,550
Other subsidiaries... 12 63 75
------ ------ ------
Total................ $1,154 $4,209 $5,363
OE's and Penn's nuclear fuel purchases had been financed through OES
Fuel (a wholly owned subsidiary of OE) commercial paper and loans, both of which
were supported by a $141.5 million long-term bank credit agreement which is
expiring on March 31, 2002. FirstEnergy is not extending the credit agreement
and OE and Penn will directly purchase, own and finance their nuclear fuel
requirements. CEI and TE also replaced their prior leasing arrangements with
direct ownership of nuclear fuel in 2001. The Companies' respective investments
for additional nuclear fuel, and nuclear fuel investment reductions as the fuel
is consumed, during the 2002-2006 period are presented in the following table.
The table also displays the Companies' operating lease commitments, net of
capital trust cash receipts for the 2002-2006 period.
Other Net
Nuclear Fuel 2002-2006 Forecasts Operating Lease Commitments
---------------------------------------------------
New Investments Consumption 2002-2006 Schedule
------------------------ ------------------------ ----------------------------
2002 2003-2006 Total 2002 2003-2006 Total 2002 2003-2006 Total
---- --------- ----- ---- --------- ----- ---- --------- -----
(In millions)
OE.................. $15 $131 $146 $ 28 $107 $135 $ 70 $316 $386
Penn................ 8 86 94 19 76 95 -- 1 1
CEI................. 19 157 176 32 131 163 6 62 68
TE.................. 12 108 120 22 92 114 73 311 384
JCP&L............... -- -- -- -- -- -- 2 11 13
Met-Ed.............. -- -- -- -- -- -- 1 1 2
--- ---- ---- ---- ---- ---- ---- ---- ----
Total............... $54 $482 $536 $101 $406 $507 $152 $702 $854
Short-term borrowings outstanding as of December 31, 2001, consisted
of $688.3 million of bank borrowings (FirstEnergy-$385.0 million, OE-$60.0
million, FEFSG-$9.5 million and $233.8 million related to the pending
divestitures) and $159.8 million of OES Capital, Incorporated commercial paper.
OES Capital is a wholly owned subsidiary of OE whose borrowings are secured by
customer accounts receivable. OES Capital can borrow up to $170 million under a
receivables financing agreement at rates based on certain bank commercial paper.
FirstEnergy and OE also had $865 million and $250 million, respectively,
available under revolving lines of credit as of December 31, 2001. FirstEnergy
may borrow under its facility and could transfer any of its borrowings to
affiliated companies. OE and MYR had $34 million and $50 million, respectively,
of unused bank facilities as of December 31, 2001. In addition, OE and Penn had
bank facilities of $30 million and $2 million, respectively, available that
provide for borrowings on a short-term basis at the bank's discretion.
Based on their present plans, the Companies could provide for their
cash requirements in 2002 from the following sources: funds to be received from
operations; available cash and temporary cash investments as of December 31,
2001 (Company's nonutility subsidiaries-$120 million, OE-$5 million; JCP&L-$31
million, Met-Ed-$25 million and Penelec-$39 million); the issuance of long-term
debt (for refunding purposes); net proceeds from the sale of assets; and funds
available under revolving credit arrangements.
The extent and type of future financings will depend on the need for
external funds as well as market conditions, the maintenance of an appropriate
capital structure and the ability of the Companies to comply with coverage
requirements in order to issue first mortgage bonds and preferred stock. The
Companies will continue to monitor financial market conditions and, where
appropriate, may take advantage of economic opportunities to refund debt and
preferred stock to the extent that their financial resources permit.
The coverage requirements contained in the first mortgage indentures
under which the Companies issue first mortgage bonds provide that, except for
certain refunding purposes, the Companies may not issue first mortgage bonds
unless applicable net earnings (before income taxes), calculated as provided in
the indentures, for any period of twelve consecutive months within the fifteen
calendar months preceding the month in which such additional bonds are issued,
are at least twice annual interest requirements on outstanding first mortgage
bonds, including those being issued. Under OE's first mortgage indenture, the
availability of property additions is more restrictive than the earnings test at
the present time and would limit the amount of first mortgage bonds issuable
against property additions to $133 million. OE is currently able to issue $915
million principal amount of first mortgage bonds against previously retired
bonds without the need to meet the above restrictions. Under Penn's first
mortgage indenture, other requirements also apply and are more restrictive than
the earnings test at the present time. Penn is currently able to issue $293
million principal amount of first mortgage bonds, with up to $134 million of
such amount issuable against property additions; the remainder could be issued
against previously retired bonds. CEI and TE can issue $476 million and $415
million, respectively, principal amount of first mortgage bonds against a
combination of previously retired bonds and property additions. JCP&L, Met-Ed
and Penelec are able to issue $257 million, $88 million and $450 million,
respectively, principal amount of first mortgage bonds against previously
retired bonds.
OE's, Penn's, TE's and JCP&L's respective articles of incorporation
prohibit the sale of preferred stock unless applicable gross income, calculated
as provided in the articles of incorporation, is equal to at least 1-1/2 times
the aggregate of the annual interest requirements on indebtedness and annual
dividend requirements on preferred stock outstanding immediately thereafter.
Based upon earnings for 2001, an assumed dividend rate of 9.00%, and no
additional indebtedness, OE, Penn, TE and JCP&L would be permitted, under the
earnings coverage test contained in their respective charters, to issue at least
$2.1 billion, $195 million, $102 million and $4.6 billion of preferred stock,
respectively. There are no restrictions on the ability of CEI, Met-Ed and
Penelec to issue preferred stock.
To the extent that coverage requirements or market conditions
restrict the Companies' abilities to issue desired amounts of first mortgage
bonds or preferred stock, the Companies may seek other methods of financing.
Such financings could include the sale of preferred and/or preference stock or
of such other types of securities as might be authorized by applicable
regulatory authorities which would not otherwise be sold and could result in
annual interest charges and/or dividend requirements in excess of those that
would otherwise be incurred.
Met-Ed Capital Trust and Penelec Capital Trust
In 1999, Met-Ed Capital Trust, a wholly owned subsidiary of Met-Ed,
issued $100 million of trust preferred securities (Met-Ed Trust Preferred
Securities) at 7.35%, due 2039. The sole assets of Met-Ed Capital Trust are the
7.35% Cumulative Preferred Securities of Met-Ed Capital II, L.P. (Met-Ed
Partnership Preferred Securities) and its only revenues are the quarterly cash
distributions it receives on the Met-Ed Partnership Preferred Securities. Each
Met-Ed Trust Preferred Security represents a Met-Ed Partnership Preferred
Security. Met-Ed Capital II, L.P. is a wholly owned subsidiary of Met-Ed and the
sponsor of Met-Ed Capital Trust. The sole assets of Met-Ed Capital II, L.P. are
Met-Ed's 7.35% Subordinated Debentures, Series A, due 2039, which have an
aggregate principal amount of $103.1 million. Distributions were made on the
Trust Preferred Securities during 2001 in the aggregate amount of $7,350,000.
Expenses of Met-Ed Trust for 2001 were approximately $17,000, all of which were
paid by Met-Ed Preferred Capital II, Inc., the general partner of Met-Ed Capital
II, L.P. The Trust Preferred Securities are issued in book-entry form only so
that there is only one holder of record. Met-Ed has fully and unconditionally
guaranteed the Met-Ed Partnership Preferred Securities, and, therefore, the
Met-Ed Trust Preferred Securities.
In 1999, Penelec Capital Trust, a wholly-owned subsidiary of Penelec,
issued $100 million of trust preferred securities (Penelec Trust Preferred
Securities) at 7.34%, due 2039. The sole assets of Penelec Capital Trust are the
7.34% Cumulative Preferred Securities of Penelec Capital II, L.P. (Penelec
Partnership Preferred Securities) and its only revenues are the quarterly cash
distributions it receives on the Penelec Partnership Preferred Securities. Each
Penelec Trust Preferred Security represents a Penelec Partnership Preferred
Security. Penelec Capital II, L.P. is a wholly-owned subsidiary of Penelec and
the sponsor of Penelec Capital Trust. The sole assets of Penelec Capital II,
L.P. are Penelec's 7.34% Subordinated Debentures, Series A, due 2039, which have
an aggregate principal amount of $103.1 million. Distributions were made on the
Trust Preferred Securities during 2001 in the aggregate amount of $7,340,000.
Expenses of Penelec Trust for 2001 were approximately $15,000, all of which were
paid by Penelec Preferred Capital II, Inc., the general partner of Penelec
Capital II, L.P. The Trust Preferred Securities are issued in book-entry form
only so that there is only one holder of record. Penelec has fully and
unconditionally guaranteed the Penelec Partnership Preferred Securities, and,
therefore, the Penelec Trust Preferred Securities.
Nuclear Regulation
The construction, operation and decommissioning of nuclear generating
units are subject to the regulatory jurisdiction of the Nuclear Regulatory
Commission (NRC) including the issuance by it of construction permits, operating
licenses, and possession only licenses for decommissioning reactors. The NRC's
procedures with respect to the amendment of nuclear reactor operating licenses
afford opportunities for interested parties to request adjudicatory hearings on
health, safety and environmental issues subject to meeting NRC "standing"
requirements. In this connection,
the NRC may require substantial changes in operation or the installation of
additional equipment to meet safety or environmental standards, subject to the
backfit rule requiring the NRC to justify such new requirements as necessary for
the overall protection of public health and safety. The possibility also exists
for modification, denial or revocation of licenses in the event of substantial
safety concerns at the nuclear facility. Beaver Valley Unit 1 was placed in
commercial operation in 1976, and its operating license expires in 2016.
Davis-Besse was placed in commercial operation in 1977, and its operating
license expires in 2017. Perry Unit 1 and Beaver Valley Unit 2 were placed in
commercial operation in 1987, and their operating licenses expire in 2026 and
2027, respectively.
Davis-Besse, which is operated by FENOC, began its scheduled
refueling outage on February 16, 2002. The plant was originally scheduled to
return to service by the end of March. During the refueling outage, visual and
ultrasonic testings were conducted on all 69 of the Control Rod Drive Mechanism
penetration nozzles. This testing was performed to check for the kind of
circular or circumferential cracking in these nozzles that had been found at
some other plants similar in design and vintage to Davis-Besse. Based on the
inspection and test results, five nozzles were scheduled for repair during the
refueling outage.
As repair work began on one of the nozzles, FENOC found a small area
of corrosion in the reactor vessel head near the penetration hole, apparently
created by boric acid deposits. The corrosion will have to be repaired and is
expected to extend the planned refueling outage. On March 12, 2002, the NRC sent
a team of engineers and metallurgists to inspect corrosion on the reactor head
of Davis-Besse.
Although the exact length of the outage has not been determined,
FENOC expects the outage to be extended by 60 to 90 days and expects additional
nuclear-related operation and maintenance costs of approximately $5-10 million.
In addition, the loss of generation output from Davis-Besse during the extended
outage period could increase energy costs between $10 million to $15 million per
month.
As a result of the merger with GPU, FirstEnergy now owns the Three
Mile Island Unit 2 (TMI-2) and the Saxton Nuclear Experimental Facility. Both
facilities are in various stages of decommissioning. TMI-2 is in a
post-defueling monitored storage condition, with decommissioning planned in
2014. Saxton is in the final stages of decommissioning, with license termination
scheduled for the end of 2002 and final site restoration scheduled for the
second quarter of 2003.
The NRC has promulgated and continues to promulgate regulations
related to the safe operation of nuclear power plants and standards for
decommissioning clean-up and final license termination. The Companies cannot
predict what additional regulations (including post-September 11, 2001 security
enhancements) may be promulgated, design changes required or the effect that any
such regulations or design changes or additional clean-up standards for final
site release, or the consideration thereof, may have upon their nuclear plants.
Although the Companies have no reason to anticipate an accident at any of their
nuclear plants, if such an accident did happen, it could have a material but
currently undeterminable adverse effect on FirstEnergy's consolidated financial
position. In addition, such an accident at any operating nuclear plant, whether
or not owned by the Companies, could result in regulations or requirements that
could affect the operation, licensing, or decommissioning of plants that the
Companies do own with a consequent but currently undeterminable adverse impact,
and could affect the Companies' abilities to raise funds in the capital markets.
Nuclear Insurance
The Price-Anderson Act limits the public liability which can be
assessed with respect to a nuclear power plant to $9.5 billion (assuming 106
units licensed to operate) for a single nuclear incident, which amount is
covered by: (i) private insurance amounting to $200 million; and (ii) $9.3
billion provided by an industry retrospective rating plan required by the NRC
pursuant thereto. Under such retrospective rating plan, in the event of a
nuclear incident at any unit in the United States resulting in losses in excess
of private insurance, up to $88.1 million (but not more than $10 million per
unit per year in the event of more than one incident) must be contributed for
each nuclear unit licensed to operate in the country by the licensees thereof to
cover liabilities arising out of the incident. Based on their present nuclear
ownership and leasehold interests, the Companies' maximum potential assessment
under these provisions would be $352.4 million (OE-$94.2 million, Penn-$74.0
million, CEI-$106.3 million and TE-$77.9 million) per incident but not more than
$40.0 million (OE-$10.7 million, Penn-$8.4 million, CEI-$12.1 million and
TE-$8.8 million) in any one year for each incident.
In addition to the public liability insurance provided pursuant to
the Price-Anderson Act, the Companies have also obtained insurance coverage in
limited amounts for economic loss and property damage arising out of nuclear
incidents. The Companies are members of Nuclear Electric Insurance Limited
(NEIL) which provides coverage (NEIL I) for the extra expense of replacement
power incurred due to prolonged accidental outages of nuclear units. Under NEIL
I, the Companies have policies, renewable yearly, corresponding to their
respective nuclear interests, which provide an aggregate indemnity of up to
approximately $1.182 billion (OE-$315 million, Penn-$222 million, CEI-$382
million and TE-$263 million) for replacement power costs incurred during an
outage after an initial 12-week waiting period. Members of NEIL I pay annual
premiums and are subject to assessments if losses exceed the accumulated funds
available to the insurer. The Companies' present maximum aggregate assessment
for incidents at any covered nuclear facility occurring
during a policy year would be approximately $11.3 million (OE-$3.1 million,
Penn-$2.3 million, CEI-$3.5 million and TE-$2.4 million).
The Companies are insured as to their respective nuclear interests
under property damage insurance provided by NEIL to the operating company for
each plant. Under these arrangements, $2.75 billion of coverage for
decontamination costs, decommissioning costs, debris removal and repair and/or
replacement of property is provided. The Companies pay annual premiums for this
coverage and are liable for retrospective assessments of up to approximately
$59.7 million (OE-$16.1 million, Penn-$11.6 million, CEI-$18.5 million, TE-$12.7
million, JCP&L-$0.2 million, Met-Ed-$0.4 million and Penelec-$0.2 million)
during a policy year.
The Companies intend to maintain insurance against nuclear risks as
described above as long as it is available. To the extent that replacement
power, property damage, decontamination, decommissioning, repair and replacement
costs and other such costs arising from a nuclear incident at any of the
Companies' plants exceed the policy limits of the insurance in effect with
respect to that plant, to the extent a nuclear incident is determined not to be
covered by the Companies' insurance policies, or to the extent such insurance
becomes unavailable in the future, the Companies would remain at risk for such
costs.
The NRC requires nuclear power plant licensees to obtain minimum
property insurance coverage of $1.06 billion or the amount generally available
from private sources, whichever is less. The proceeds of this insurance are
required to be used first to ensure that the licensed reactor is in a safe and
stable condition and can be maintained in that condition so as to prevent any
significant risk to the public health and safety. Within 30 days of
stabilization, the licensee is required to prepare and submit to the NRC a
cleanup plan for approval. The plan is required to identify all cleanup
operations necessary to decontaminate the reactor sufficiently to permit the
resumption of operations or to commence decommissioning. Any property insurance
proceeds not already expended to place the reactor in a safe and stable
condition must be used first to complete those decontamination operations that
are ordered by the NRC. The Companies are unable to predict what effect these
requirements may have on the availability of insurance proceeds to the Companies
for the Companies' bondholders.
Environmental Matters
Various federal, state and local authorities regulate the Companies
with regard to air and water quality and other environmental matters.
FirstEnergy estimates additional capital expenditures for environmental
compliance of approximately $225 million, which is included in the construction
forecast provided under "Capital Requirements" for 2002 through 2006.
Air Regulation
Under the provisions of the Clean Air Act of 1970, the States of Ohio
and New Jersey and the Commonwealth of Pennsylvania have adopted ambient air
quality standards, and related emission limits, including limits for sulfur
dioxide (SO2) and particulates. In addition, the U.S. Environmental Protection
Agency (EPA) promulgated an SO2 regulatory plan for Ohio which became effective
for OE's, CEI's and TE's plants in 1977. Generating plants to be constructed in
the future and some future modifications of existing facilities will be covered
not only by the applicable state standards but also by EPA emission performance
standards for new sources. In Ohio, New Jersey and Pennsylvania the construction
or certain modifications of emission sources requires approval from appropriate
environmental authorities, and the facilities involved may not be operated
unless a permit or variance to do so has been issued by those same authorities.
The Companies are required to meet federally approved SO2
regulations. Violations of such regulations can result in shutdown of the
generating unit involved and/or civil or criminal penalties of up to $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.
The Companies are in compliance with the current 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 using emission allowances. NOx
reductions are being achieved through combustion controls and the generation of
more electricity at lower-emitting plants. In September 1998, the EPA finalized
regulations requiring additional NOx reductions from the Companies' Ohio, New
Jersey and Pennsylvania facilities. The EPA's NOx Transport Rule imposes uniform
reductions of NOx emissions (an approximate 85% reduction in utility plant NOx
emissions from projected 2007 emissions) across a region of nineteen states and
the District of Columbia, including New Jersey, Ohio and Pennsylvania, based on
a conclusion that such NOx emissions are contributing significantly to ozone
pollution in the eastern United States. State Implementation Plans (SIP) must
comply by May 31, 2004 with individual state NOx budgets established by the EPA.
Pennsylvania submitted a SIP that requires compliance with the NOx budgets at
the Companies' Pennsylvania facilities by May 1, 2003 and Ohio submitted a
"draft" SIP that requires compliance with the NOx budgets at the Companies' Ohio
facilities by May 31, 2004. The Companies continue to evaluate their compliance
plans and other compliance options.
In July 1997, the EPA promulgated changes in the National Ambient Air
Quality Standard (NAAQS) for ozone emissions and proposed a new NAAQS for
previously unregulated ultra-fine particulate matter. In May 1999, the U.S.
Court of Appeals found constitutional and other defects in the new NAAQS rules.
In February 2001, the U.S. Supreme Court upheld the new NAAQS rules regulating
ultra-fine particulates but found defects in the new NAAQS rules for ozone and
decided that the EPA must revise those rules. The future cost of compliance with
these regulations may be substantial and will depend if and how they are
ultimately implemented by the states in which the Companies operate affected
facilities.
In 1999 and 2000, the EPA issued Notices of Violation (NOV) or a
Compliance Order to nine utilities covering 44 power plants, including the W. H.
Sammis Plant. In addition, the U.S. Department of Justice filed eight civil
complaints against various investor-owned utilities, which included a complaint
against OE and Penn in the U.S. District Court for the Southern District of
Ohio. The NOV and complaint allege violations of the Clean Air Act based on
operation and maintenance of the Sammis Plant dating back to 1984. The complaint
requests permanent injunctive relief to require the installation of "best
available control technology" and civil penalties of up to $27,500 per day of
violation. Although unable to predict the outcome of these proceedings,
FirstEnergy believes the Sammis Plant is in full compliance with the Clean Air
Act and the NOV and complaint are without merit. Penalties could be imposed if
the Sammis Plant continues to operate without correcting the alleged violations
and a court determines that the allegations are valid. The Sammis Plant
continues to operate while these proceedings are pending.
In December 2000, the EPA announced it would proceed with the
development of regulations regarding hazardous air pollutants from electric
power plants. The EPA identified mercury as the hazardous air pollutant of
greatest concern. The EPA established a schedule to propose regulations by
December 2003 and issue final regulations by December 2004. The future cost of
compliance with these regulations may be substantial.
Water Regulation
Various water quality regulations, the majority of which are the
result of the federal Clean Water Act and its amendments, apply to the
Companies' plants. In addition, Ohio, New Jersey and Pennsylvania have water
quality standards applicable to the Companies' operations. As provided in the
Clean Water Act, authority to grant federal National Pollutant Discharge
Elimination System water discharge permits can be assumed by a state. Ohio, New
Jersey and Pennsylvania have assumed such authority.
Waste Disposal
As a result of the Resource Conservation and Recovery Act of 1976, as
amended, and the Toxic Substances Control Act of 1976, federal and state
hazardous waste regulations have been promulgated. Certain fossil-fuel
combustion waste products, such as coal ash, were exempted from hazardous waste
disposal requirements pending the EPA's evaluation of the need for future
regulation. The EPA has issued its final regulatory determination that
regulation of coal ash as a hazardous waste is unnecessary. In April 2000, the
EPA announced that it will develop national standards regulating disposal of
coal ash under its authority to regulate nonhazardous waste.
Various environmental liabilities have been recognized on the
Consolidated Balance Sheet as of December 31, 2001, based on estimates of the
total costs of cleanup, the Companies' proportionate responsibility for such
costs and the financial ability of other nonaffiliated entities to pay. The
Companies have been named as "potentially responsible parties" (PRPs) at waste
disposal sites which may require cleanup under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980. Allegations of disposal of
hazardous substances at historical sites and the liability involved, are often
unsubstantiated and subject to dispute. Federal law provides that all PRPs for a
particular site be held liable on a joint and several basis. In addition, JCP&L
has accrued liabilities for environmental remediation of former manufactured gas
plants in New Jersey. The Companies have total accrued liabilities aggregating
approximately $60 million as of December 31, 2001. FirstEnergy does not believe
environmental remediation costs will have a material adverse effect on its
financial condition, cash flows or results of operations.
In 1980, Congress passed the Low-Level Radioactive Waste Policy Act
which provides that the disposal of low-level radioactive waste is the
responsibility of the state where such waste is generated. The Act encourages
states to form compacts among themselves to develop regional disposal
facilities. Failure by a state or compact to begin implementation of a program
could result in access denial to the two facilities currently accepting
low-level radioactive waste. Ohio is part of the Midwest Compact and has
responsibility for siting and constructing a disposal facility. On June 26,
1997, the Midwest Compact Commission (Compact) voted to cease all siting
activities in the host state of Ohio and to dismantle the Ohio Low-Level
Radioactive Waste Facility Development Authority, the statutory agency charged
with siting and constructing the low-level radioactive waste disposal facility.
While the Compact remains intact, it has no plans to site or construct a
low-level radioactive waste disposal facility in the Midwest. The Companies
continue to ship low-level radioactive waste from their nuclear facilities to
the Barnwell, South Carolina waste disposal facility.
Summary
Environmental controls are still developing and require, in many
instances, balancing the needs for additional quantities of energy in future
years and the need to protect the environment. As a result, the Companies cannot
now estimate the precise effect of existing and potential regulations and
legislation upon any of their existing and proposed facilities and operations or
upon their ability to issue additional first mortgage bonds under their
respective mortgages. These mortgages contain covenants by the Companies to
observe and conform to all valid governmental requirements at the time
applicable unless in course of contest, and provisions which, in effect, prevent
the issuance of additional bonds if there is a completed default under the
mortgage. The provisions of each of the mortgages, in effect, also require, in
the opinion of counsel for the respective Companies, that certification of
property additions as the basis for the issuance of bonds or other action under
the mortgages be accompanied by an opinion of counsel that the company
certifying such property additions has all governmental permissions at the time
necessary for its then current ownership and operation of such property
additions. The Companies intend to contest any requirements they deem
unreasonable or impossible for compliance or otherwise contrary to the public
interest. Developments in these and other areas of regulation may require the
Companies to modify, supplement or replace equipment and facilities, and may
delay or impede the construction and operation of new facilities, at costs which
could be substantial.
Fuel Supply
The Companies' sources of generation during 2001 were:
Coal Nuclear
---- -------
OE.................... 72.8% 27.2%
Penn.................. 37.5% 62.5%
CEI................... 53.8% 46.2%
TE.................... 42.3% 57.7%
Total FirstEnergy..... 57.5% 42.5%
Generation from JCP&L's and Met-Ed's hydro and combustion turbine
generation facilities was minimal in 2001.
FirstEnergy currently has long-term coal contracts which will provide
approximately 13,500,000 tons for the year 2002. The contracts are shared among
the Companies based on various economic considerations. This contract coal is
produced primarily from mines located in Pennsylvania, Kentucky and West
Virginia. The contracts expire at various times through December 31, 2007.
The Companies estimate their 2002 coal requirements to be
approximately 15,190,000 tons (OE - 6,770,000, Penn - 6,110,000, CEI -
1,590,000, and TE - 720,000). These requirements assume that the sale of the
Lake Plants (Ashtabula, Bay Shore, Eastlake and Lakeshore) to NRG will be
completed by June 1, 2002. See "Environmental Matters" for factors pertaining to
meeting environmental regulations affecting coal-fired generating units.
OES Fuel was the sole lessor for OE's and Penn's nuclear fuel
requirements (see "Capital Requirements," Note 4G of Notes to FirstEnergy's
Consolidated Financial Statements and Note 3G of Notes to OE's Consolidated
Financial Statements). OES Fuel credit agreements expire as of March 31, 2002.
OE and Penn have arranged for other financing for their nuclear fuel
requirements. Nuclear fuel is currently financed for CEI and TE through a
revolving line of credit.
FirstEnergy has contracts for uranium material and conversion
services through 2006. The enrichment services are contracted for the majority
of the enrichment requirements for nuclear fuel through 2006. Fabrication
services for fuel assemblies are contracted for the next two reloads for Beaver
Valley Unit 1, three reloads for Beaver Valley Unit 2 (through approximately
2004 and 2005, respectively), the next two reloads for Davis-Besse (through
approximately 2005) and through the life of the plant for Perry (through
approximately 2026). In addition to the existing commitments, FirstEnergy
intends to make additional arrangements for the supply of uranium and for the
subsequent conversion, enrichment, fabrication, and waste disposal services.
On-site spent fuel storage facilities are expected to be adequate for
Perry through 2011; facilities at Beaver Valley Units 1 and 2 are expected to be
adequate through 2018 and 2009, respectively. After scheduled plant
modifications are completed in 2002, Davis-Besse will have adequate storage
through the remainder of its operating license period. After current on-site
storage capacity is exhausted, additional storage capacity will have to be
obtained either through plant modifications, interim off-site disposal, or
permanent waste disposal facilities. The Federal Nuclear Waste Policy Act of
1982 provides for the construction of facilities for the permanent disposal of
high-level nuclear wastes, including spent fuel from nuclear power plants
operated by electric utilities; however, the selection of a suitable site is
embroiled in the political process. FirstEnergy has contracts with the U.S.
Department of Energy (DOE) for the disposal of spent fuel for Beaver Valley,
Davis-Besse and Perry. On February 15, 2002, President Bush approved the DOE's
recommendation of Yucca Mountain for underground disposal of spent nuclear fuel
from nuclear power plants and high level waste from U.S. defense programs. Those
who oppose this recommendation have filed to overturn this decision and both
houses of Congress have 90 consecutive days of session from the filing date to
override this opposition. The recommendation by President Bush enables the
process to proceed to the licensing phase. Based on the DOE schedule published
in the July 1999 Draft Environmental Impact Statement, the Yucca Mountain
Repository is currently projected to start receiving spent fuel in 2010.
FirstEnergy intends to make additional arrangements for storage capacity as a
contingency for further delays with the DOE acceptance of spent fuel for
disposal past 2010.
System Capacity and Reserves
The 2001 net maximum hourly demand for each of the Companies was:
OE-6,253 MW (including an additional 387 MW of firm power sales under a contract
which extends through 2005) on August 8, 2001; Penn-1,011MW (including an
additional 63 MW of firm power sales under a contract which extends through
2005) on August 8, 2001; CEI-4,446 MW on August 7, 2001; TE-2,047 MW on July 23,
2001; JCP&L-5,592 MW on August 9, 2001; Met-Ed-2,567 MW on August 9, 2001; and
Penelec-2,654 MW on August 9, 2001. JCP&L's load was auctioned off in the New
Jersey BGS Auction, transferring the full 5,100 MW load obligation to other
parties for the period August 1, 2002 to July 31, 2003. FES participated in the
auction and won a segment of that load.
Based on existing capacity plans, ongoing arrangements for firm
purchase contracts, and anticipated term power sales and purchases, FirstEnergy
has sufficient supply resources to meet load obligations. The current
FirstEnergy capacity portfolio contains 13,285 MW of owned generation and
approximately 1,600 MW of long-term purchases from non-utility generators. An
additional 340 MW of peaking capacity will be added around mid-2002.
The sale of four power plants expected to close in mid-2002 will have
little impact on the supply plan. As part of the asset sale, FirstEnergy's PPA
will provide a similar amount of electricity from the purchaser as would have
been expected prior to the sale. The PPA runs from the close of the sale
transaction, expected mid year 2002, through December 31, 2005 which is the end
of the transition period for the Ohio operating companies.
Any remaining load obligations will be met through a mix of
multi-year forward purchases, short-term forward purchases (less than one year)
and spot market purchases.
Regional Reliability
The Companies participate with 24 other electric companies operating
in nine states in ECAR, which was organized for the purpose of furthering the
reliability of bulk power supply in the area through coordination of the
planning and operation by the ECAR members of their bulk power supply
facilities. The ECAR members have established principles and procedures
regarding matters affecting the reliability of the bulk power supply within the
ECAR region. Procedures have been adopted regarding: i) the evaluation and
simulated testing of systems' performance; ii) the establishment of minimum
levels of daily operating reserves; iii) the development of a program regarding
emergency procedures during conditions of declining system frequency; and iv)
the basis for uniform rating of generating equipment.
Following the FirstEnergy/GPU merger the transmission facilities of
JCP&L, Met-Ed and Penelec continue to be operated by PJM. PJM is the
organization responsible for the operation and control of the bulk electric
power system throughout major portions of five Mid-Atlantic states and the
District of Columbia. PJM is dedicated to meeting the reliability criteria and
standards of the North American Reliability Council and the Mid-Atlantic Area
Council.
Competition
The Companies had traditionally competed with other utilities for
intersystem bulk power sales and for sales to municipalities and cooperatives.
The Companies compete with suppliers of natural gas and other forms of energy in
connection with their industrial and commercial sales and in the home climate
control market, both with respect to new customers and conversions, and with all
other suppliers of electricity. To date, there has been no substantial
cogeneration by the Companies' customers.
As a result of the actions taken by state legislative bodies over the
last few years, major changes in the electric utility business are occurring in
parts of the United States, including Ohio, New Jersey and Pennsylvania where
FirstEnergy's utility subsidiaries operate. These changes have resulted in
fundamental alterations in the way traditional integrated utilities and holding
company systems, like FirstEnergy, conduct their business. In accordance with
the Ohio electric utility restructuring law under which Ohio electric customers
could begin choosing their electric generation suppliers starting in January
2001, FirstEnergy has further aligned its business units to accommodate its
retail strategy and participate in the competitive electricity marketplace in
Ohio. The organizational changes are intended to deal with the unbundling of
electric utility services and new ways of conducting business.
Sales of electricity in deregulated markets are diversifying
FirstEnergy's revenue sources through its competitive subsidiaries in areas
outside of the Companies' franchise areas. This strategy has positioned
FirstEnergy to compete in the northeast quadrant of the United States - the
region targeted by the Company for growth. FirstEnergy's competitive
subsidiaries are actively participating in deregulated energy markets in Ohio,
Pennsylvania, New Jersey, Delaware and Maryland. Currently, FES is providing
electric generation to customers within those states. As additional states
within the northeast region of the United States become deregulated, FES is
preparing to enter these markets.
Competition in Ohio's electric generation began on January 1, 2001.
FirstEnergy moved the operation of the generation portion of its business to the
competitive business unit as reflected in its approved Ohio transition plan. The
Companies will continue to provide generation services to regulated franchise
customers who have not chosen an alternative, competitive generation supplier,
except in New Jersey where JCP&L's obligation to provide BGS has been removed
through a transitional mechanism of auctioning the obligation (see "NJBPU Rate
Matters"). The Ohio Companies and Penn obtain their generation through power
supply agreements with FES. In addition to electric generation, FES is also
competing in deregulated natural gas markets as well as offering other
energy-related products and services.
Research and Development
The Companies participate in funding the Electric Power Research
Institute (EPRI), which was formed for the purpose of expanding electric
research and development under the voluntary sponsorship of the nation's
electric utility
industry - public, private and cooperative. Its goal is to mutually benefit
utilities and their customers by promoting the development of new and improved
technologies to help the utility industry meet present and future electric
energy needs in environmentally and economically acceptable ways. EPRI conducts
research on all aspects of electric power production and use, including fuels,
generation, delivery, energy management and conservation, environmental effects
and energy analysis. The major portion of EPRI research and development projects
is directed toward practical solutions and their applications to problems
currently facing the electric utility industry. In 2001, approximately 69% of
the Companies' research and development expenditures were related to EPRI.
Executive Officers
The executive officers are elected at the annual organization meeting
of the Board of Directors, held immediately after the annual meeting of
stockholders, and hold office until the next such organization meeting, unless
the Board of Directors shall otherwise determine, or unless a resignation is
submitted.
Position Held During
Name Age Past Five Years Dates
- ----------------- --- ---------------------------------------------------------- ------------------
F. D. Hafer 61 Chairman of the Board 2001-present**
Chairman, President and Chief Executive Officer-GPU *-2001
H. P. Burg 55 Vice Chairman of the Board and Chief Executive Officer 2001-present**
Chairman of the Board and Chief Executive Officer 2000-2001
President and Chief Executive Officer 1999-2000
President and Chief Operating Officer 1998-1999
President and Chief Financial Officer 1997-1998
President, Chief Operating Officer and
Chief Financial Officer-OE *-1997
A. J. Alexander 50 President and Chief Operating Officer 2001-present
President 2000-2001
Executive Vice President and General Counsel 1997-2000
Senior Vice President and General Counsel-OE *-1997
A. R. Garfield 63 President - FirstEnergy Solutions 2001-present
Senior Vice President - Supply and Sales 2000-2001
Vice President - Business Development 1997-2000
Vice President - System Operations - OE *-1997
R. F. Saunders 58 President and Chief Nuclear Officer - FENOC 2000-present
Vice President, Nuclear Site Operations -
Pennsylvania Power & Light 1998-2000
Vice President, Nuclear Engineering -
Virginia Power Company *-1998
E. T. Carey 59 Senior Vice President 2001-present
Vice President - Distribution 1997-2001
Vice President - Regional Operations and
Customer Service-OE *-1997
K. J. Keough 42 Senior Vice President 2001-present
Vice President - Business Planning & Ventures 1999-2001
Partner - McKinsey & Company *-1999
R. H. Marsh 51 Senior Vice President and Chief Financial Officer 2001-present
Vice President and Chief Financial Officer 1998-2001
Vice President - Finance 1997-1998
Treasurer - OE *-1997
C. B. Snyder 56 Senior Vice President 2001-present
Executive Vice President - Corporate Affairs - GPU 1998-2001
Senior Vice President - Corporate Affairs - GPU *-1998
L. L. Vespoli 42 Senior Vice President and General Counsel 2001-present
Vice President and General Counsel 2000-2001
Associate General Counsel 1997-2000
Senior Attorney - OE *-1997
H. L. Wagner 49 Vice President and Controller 2001-present
Controller 1997-2001
Comptroller - OE *-1997
<FN>
Mrs. Vespoli and Messrs. Burg, Carey, Marsh and Wagner are the executive officers of OE, Penn,
CEI, TE, Met-Ed and Penelec. Mrs. Vespoli and Messrs. Carey, Marsh and Wagner are the executive officers
of JCP&L.
* Indicates position held at least since January 1, 1997.
** Mr. Hafer is retiring from the Board effective at the annual meeting of stockholders on May 21, 2002.
Mr. Burg will succeed Mr. Hafer as Chairman of the Board at that time and will continue as Chief Executive
Officer.
</FN>
As of January 1, 2002, FirstEnergy's nonutility subsidiaries and the
Companies had a total of 18,700 employees located in the United States as
follows: FirstEnergy-1,588, OE-1,362, CEI-1,025, TE-507, Penn-256, FES-2,375,
FENOC-2,717, FEFSG-3,780, MARBEL-39 and Former GPU Companies-5,051 (primarily
GPU Energy Company employees for JCP&L, Met-Ed and Penelec).
ITEM 2. PROPERTIES
The Companies' respective first mortgage indentures constitute, in
the opinion of the Companies' counsel, direct first liens on substantially all
of the respective Companies' physical property, subject only to excepted
encumbrances, as defined in the indentures. See "Leases" and "Capitalization"
notes to the respective financial statements for information concerning leases
and financing encumbrances affecting certain of the Companies' properties.
The Companies own, individually or together as tenants in common,
and/or lease, the generating units in service as of March 1, 2002, shown on the
table below.
Net
Demonstrated
Capacity (MW)
--------------
OE Penn CEI
--------------- ------------ ---------------
Unit Total % MW % MW % MW
---- ----- - -- - -- - --
Plant - Location
- ----------------
Coal-Fired Units
- ----------------
Ashtabula-........ 5,7,8,9 376 -- -- -- -- 100.00% 376
Ashtabula, OH (a)
Bay Shore-........ 1-4 631 -- -- -- -- -- --
Toledo, OH (a)
R. E. Burger-..... 3-5 406 100.00% 406 -- -- -- --
Shadyside, OH
Eastlake-Eastlake, OH (a) 1-5 1,233 -- -- -- -- 100.00% 1,233
Lakeshore-........ 18 245 -- -- -- -- 100.00% 245
Cleveland, OH (a)
B. Mansfield-..... 1 780 60.00% 468 33.50% 261 6.50% 51
Shippingport, PA 2 780 43.06% 336 9.36% 73 30.28%(b) 236
3 800 49.34% 395 6.28% 50 24.47% 196
W. H. Sammis-..... 1-6 1,620 100.00% 1,620 -- -- -- --
Stratton, OH... 7 600 48.00% 288 20.80% 125 31.20% 187
------ ----- ----- -----
Total........ 7,471 3,513 509 2,524
------ ----- ----- -----
Nuclear Units
- -------------
Beaver Valley-.... 1 821 35.00% 287 65.00% 534 -- --
Shippingport, PA 2 831 41.88%(c) 348 13.74% 114 24.47% 203
Davis-Besse-...... 1 883 -- -- -- -- 51.38% 454
Oak Harbor, OH.
Perry-............ 1 1,266 30.00%(c) 380 5.24% 66 44.85% 568
N. Perry Village, OH
------ ----- ----- -----
Total........ 3,801 1,015 714 1,225
------ ----- ------ -----
Oil/Gas-Fired/
Pumped Storage Units
- --------------------
Edgewater-Lorain, OH 4 100 100.00% 100 -- -- -- --
Richland-Defiance, OH 1-6 432 -- -- -- -- -- --
Seneca-Warren, PA. 1-3 435 -- -- -- -- 100.00% 435
West Lorain-...... 1-6 545 100.00% 545 -- -- -- --
Lorain, OH.....
Yard's Creek-..... 1-3 200 -- -- -- -- --
Other............. 301 109 19 33
------ ----- ----- -----
Total........ 2,013 754 19 468
------ ----- ----- -----
Total........ 13,285 5,282 1,242 4,217
====== ===== ===== =====
<FN>
Notes: (a) Companies' interests in these plants are to be sold to NRG Energy, Inc. in mid-2002.
(b) CEI's interests consist of 1.68% owned and 28.60% leased and TE's interests are leased.
(c) OE's interests consist of 20.22% owned and 21.66% leased for Beaver Valley Unit 2; and 17.42%
owned (representing portion leased from a wholly owned subsidiary of OE) and 12.58% leased
for Perry.
(d) TE's interests consist of 1.65% owned and 18.26% leased.
</FN>
Net
Demonstrated
Capacity (MW)
--------------
TE JCP&L Met-Ed
--------------- ------------ -----------------
Unit Total % MW % MW % MW
Plant - Location
Coal-Fired Units
- ----------------
Ashtabula-........ 5,7,8,9 376 -- -- -- -- -- --
Ashtabula, OH (a)
Bay Shore-........ 1-4 631 100.00% 631 -- -- -- --
Toledo, OH (a)
R. E. Burger-..... 3-5 406 -- -- -- -- -- --
Shadyside, OH
Eastlake-Eastlake, OH (a) 1-5 1,233 -- -- -- -- -- --
Lakeshore-........ 18 245 -- -- -- -- -- --
Cleveland, OH (a)
B. Mansfield-..... 1 780 -- -- -- -- -- --
Shippingport, PA 2 780 17.30%(b) 135 -- -- -- --
3 800 19.91% 159 -- -- -- --
W. H. Sammis-..... 1-6 1,620 -- -- -- -- -- --
Stratton, OH... 7 600 -- -- -- -- -- --
------ ----- ---- ----
Total........ 7,471 925 -- --
------ ----- ---- ----
Nuclear Units
- -------------
Beaver Valley-.... 1 821 -- -- -- -- -- --
Shippingport, PA 2 831 19.91%(d) 166 -- -- -- --
Davis-Besse-...... 1 883 48.62% 429 -- -- -- --
Oak Harbor, OH.
Perry-............ 1 1,266 19.91% 252 -- -- -- --
N. Perry Village, OH ------ ----- ---- ----
3,801 847 -- --
Total........ ------ ----- ---- ----
Oil/Gas-Fired/
Pumped Storage Units
- --------------------
Edgewater-Lorain, OH 4 100 -- -- -- -- -- --
Richland-Defiance, OH 1-6 432 100.00% 432 -- -- -- --
Seneca-Warren, PA. 1-3 435 -- -- -- -- --
West Lorain-...... 1-6 545 -- -- -- -- -- --
Lorain, OH.....
Yard's Creek-..... 1-3 200 -- -- 50% 200 -- --
Other............. 301 35 86 19
------ ----- ---- ----
Total........ 2,013 467 286 19
------ ----- ---- ----
Total........ 13,285 2,239 286 19
====== ===== ==== ====
<FN>
Notes: (a) Companies' interests in these plants are to be sold to NRG Energy, Inc. in mid-2002.
(b) CEI's interests consist of 1.68% owned and 28.60% leased and TE's interests are leased.
(c) OE's interests consist of 20.22% owned and 21.66% leased for Beaver Valley Unit 2; and 17.42%
owned (representing portion leased from a wholly owned subsidiary of OE) and 12.58% leased
for Perry.
(d) TE's interests consist of 1.65% owned and 18.26% leased.
</FN>
Prolonged outages of existing generating units might make it
necessary for the Companies, depending upon the demand for electric service upon
their system, to use to a greater extent than otherwise, less efficient and less
economic generating units, or purchased power, and in some cases may require the
reduction of load during peak periods under the Companies' interruptible
programs, all to an extent not presently determinable.
The Companies' generating plants and load centers are connected by a
transmission system consisting of elements having various voltage ratings
ranging from 23 kilovolts (kV) to 345 kV. The Companies' overhead and
underground transmission lines aggregate 14,952 pole miles.
The Companies' electric distribution systems include 110,548 miles of
overhead pole line and underground conduit carrying primary, secondary and
street lighting circuits. They own substations with a total installed
transformer capacity of 86,566,000 kilovolt-amperes.
FirstEnergy's transmission facilities that are owned and operated by
ATSI also interconnect with those of AEP, DPL, Duquesne Light Company, Allegheny
Energy, Inc., Michigan Electric Coordination Systems and Penelec. The
transmission facilities of JCP&L, Met-Ed and Penelec are physically
interconnected and are operated on an integrated basis as part of the PJM RTO.
FirstEnergy's distribution and transmission systems as of December
31, 2001, consist of the following:
Substation
Distribution Transmission Transformer
Lines Lines Capacity
------------ ------------- ------------
(Miles) (kV-amperes)
OE.................... 27,750 1,124 8,209,000
Penn.................. 5,232 38 1,712,000
CEI................... 24,214 1,827 9,337,000
TE.................... 896 223 3,596,000
JCP&L................. 17,764 2,033 18,438,000
Met-Ed................ 14,434 1,236 9,596,000
Penelec............... 20,258 2,712 13,182,000
ATSI.................. -- 5,759 22,496,000
-------- ------ ----------
Total................. 110,548 14,952 86,566,000
The Company's MARBEL Energy subsidiary owns interests in crude oil
and natural gas production, as well as natural gas distribution and transmission
facilities. MARBEL's subsidiaries include Marbel HoldCo, Inc. a holding company
which has a 50% ownership in Great Lakes Energy Partners, LLC, an oil and
natural gas exploration and production venture and Northeast Ohio Operating
Companies, Inc. which has as a subsidiary, Northeast Ohio Natural Gas
Corporation. The joint venture in Great Lakes includes interests in more than
7,900 oil and natural gas wells, drilling rights to nearly one million acres,
proved reserves of 480 billion cubic feet equivalent of natural gas and oil and
4,800 miles of pipelines in the Appalachian Basin.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Note 6, Commitments, Guarantees and
Contingencies, of the Notes to Consolidated Financial Statements contained in
Item 8 for a description of certain legal proceedings involving FirstEnergy, OE,
CEI, TE, Penn, JCP&L, Met-Ed and Penelec.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information required by this item for FirstEnergy is included on
page 17 of FirstEnergy's 2001 Annual Report to Stockholders (Exhibit 13). The
information required for OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec is not
applicable because they are wholly owned subsidiaries.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required for items 6 through 8 is incorporated herein
by reference to Selected Financial Data, Management's Discussion and Analysis of
Results of Operations and Financial Condition, and Financial Statements included
on the pages shown in the following table in the respective company's 2001
Annual Report to Stockholders (Exhibit 13).
Item 6 Item 7 Item 8
------ ------ ------
FirstEnergy.............. 17 18-29 30-55
OE....................... 1 2-7 8-25
Penn..................... 1 2-6 7-21
CEI...................... 1 2-8 9-26
TE....................... 1 2-7 8-24
JCP&L.................... 1 2-8 9-23
Met-Ed................... 1 2-7 8-21
Penelec.................. 1 2-8 9-22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
FirstEnergy
-----------
The information required by Item 10, with respect to Identification
of FirstEnergy's Directors and with respect to reports required to be filed
under Section 16 of the Securities Exchange Act of 1934, is incorporated herein
by reference to the Company's 2002 Proxy Statement filed with the SEC pursuant
to Regulation 14A and, with respect to Identification of Executive Officers, to
"Part I, Item 1. Business - Executive Officers" herein.
OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec
--------------------------------------------
H. P. Burg, A. J. Alexander and R. H. Marsh are the Directors of OE,
Penn, CEI, TE, Met-Ed and Penelec. Information concerning these individuals is
shown in the "Executive Officers" section of Item 1. E. T. Carey, C. E. Jones,
L. L. Vespoli, G. E. Persson and S. C. Van Ness are the Directors of JCP&L.
Mr. Jones has served as FirstEnergy's Vice President-Regional
Operations since 2001. From 1998-2001, Mr. Jones served as President of
FirstEnergy's Northern Region; from 1997-1998 he served as Manager of the
Northern Region; and prior to that he served as Ohio Edison's Division
Manager-Akron.
Mrs. Persson has served in the N. J. Division of Consumer Affairs
Elder Fraud Investigation Unit since 1999. She previously served as liaison
(Special Assistant Director) between the N. J. Division of Consumer Affairs and
various state boards. Prior to 1995, she was owner and President of Business
Dynamics Associates of Red Bank, NJ. Mrs. Persson is a member of the United
States Small Business Administration National Advisory Board, the New Jersey
Small Business Advisory Council, the Board of Advisors of Brookdale Community
College and the Board of Advisors of Georgian Court College.
Mr. Van Ness has been Of Counsel in the firm of Hubert, Van Ness,
Cayci and Goodell of Princeton, NJ since 1998. Prior to that he was affiliated
with the law firm of Pico, Mack, Kennedy, Jaffe, Perrella and Yoskin of Trenton,
NJ since 1990. He is also a director of The Prudential Insurance Company of
America.
Information concerning the other Directors of JCP&L is shown in the
"Executive Officers" section of item 1.
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
FirstEnergy, OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec -
---------------------------------------------------------
The information required by Items 11, 12 and 13 is incorporated
herein by reference to the Company's 2002 Proxy Statement filed with the SEC
pursuant to Regulation 14A.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
Included in Part II of this report and incorporated herein by
reference to the respective company's 2001 Annual Report to Stockholders
(Exhibit 13 below) at the pages indicated.
First-
Energy OE Penn CEI TE JCP&L Met-Ed Penelec
------ -- ---- --- -- ----- ------ -------
Report of Independent Public Accountants................ 16 26 22 27 25 24-25 22-23 23-24
Statements of Income-Three Years Ended December 31, 2001 30 8 7 9 8 9 8 9
Balance Sheets-December 31, 2001 and 2000............... 31 9 8 10 9 10 9 10
Statements of Capitalization-December 31, 2001 and 2000. 32-35 10-11 9 11-12 10-11 11 10 11
Statements of Common Stockholders' Equity-Three Years
Ended December 31, 2001.............................. 36 12 10 13 12 12 11 12
Statements of Preferred Stock-Three Years Ended
December 31, 2001.................................... 37 12 10 13 12 12 11 12
Statements of Cash Flows-Three Years Ended December 31, 2001 38 13 11 14 13 13 12 13
Statements of Taxes-Three Years Ended December 31, 2001. 39 14 12 15 14 14 13 14
Notes to Financial Statements........................... 40-55 15-25 13-21 16-26 15-24 15-23 14-21 15-22
2. Financial Statement Schedules
Included in Part IV of this report:
First-
Energy OE Penn CEI TE JCP&L Met-Ed Penelec
------ -- ---- --- -- ----- ------ -------
Report of Independent Public Accountants................ 51 52 55 53 54 56 57 58
Schedule - Three Years Ended December 31, 2001:
II - Consolidated Valuation and Qualifying Accounts..... 59 60 63 61 62 64 65 66
Schedules other than the schedule listed above are omitted for the
reason that they are not required or are not applicable, or the required
information is shown in the financial statements or notes thereto.
3. Exhibits - FirstEnergy
Exhibit
Number
- ------
3-1 -- Articles of Incorporation constituting FirstEnergy
Corp.'s Articles of Incorporation, dated September
17, 1996. (September 17, 1996 Form 8-K, Exhibit C)
3-1(a) -- Amended Articles of Incorporation of FirstEnergy
Corp. (Registration No. 333-21011, Exhibit (3)-1.)
3-2 -- Regulations of FirstEnergy Corp. (September 17, 1996
Form 8-K, Exhibit D)
3-2(a) -- FirstEnergy Corp. Amended Code of
Regulations. (Registration No. 333-21011,
Exhibit (3)-2.)
4-1 -- Rights Agreement (December 1, 1997 Form 8-K, Exhibit
4.1)
(A) 4-2 -- FirstEnergy Corp. to The Bank of New York, Supplemental
Indenture, dated November 7, 2001.
10-1 -- FirstEnergy Corp. Executive and Director
Incentive Compensation Plan, revised
November 15, 1999. (1999 Form 10-K, Exhibit 10-1)
10-2 -- Amended FirstEnergy Corp. Deferred Compensation Plan
for Directors, revised November 15, 1999. (1999 Form
10-K, Exhibit 10-2)
10-3 -- Employment, severance and change of control
agreement between FirstEnergy Corp. and
executive officers. (1999 Form 10-K, Exhibit 10-3)
10-4 -- FirstEnergy Corp. Supplemental Executive Retirement
Plan, amended January 1, 1999. (1999 Form 10-K,
Exhibit 10-4)
10-5 -- FirstEnergy Corp. Executive Incentive Compensation
Plan. (1999 Form 10-K, Exhibit 10-5)
10-6 -- Restricted stock agreement between FirstEnergy
Corp. and A. J. Alexander. (1999 Form
10-K, Exhibit 10-6)
10-7 -- FirstEnergy Corp. Executive and Director Incentive
Compensation Plan. (1998 Form 10-K, Exhibit 10-1)
10-8 -- Amended FirstEnergy Corp. Deferred Compensation Plan
for Directors, amended February 15, 1999. (1998 Form
10-K, Exhibit 10-2)
10-9 -- Restricted stock agreement between FirstEnergy
Corp. and A. J. Alexander. (2000 Form
10-K, Exhibit 10-9)
10-10 -- Restricted stock agreement between FirstEnergy
Corp. and H. P. Burg. (2000 Form 10-K,Exhibit 10-10)
10-11 -- Stock option agreement between FirstEnergy Corp. and
officers dated November 22, 2000. (2000 Form 10-K,
Exhibit 10-11)
10-12 -- Stock option agreement between FirstEnergy Corp. and
officers dated March 1, 2000. (2000 Form 10-K, Exhibit
10-12)
10-13 -- Stock option agreement between FirstEnergy Corp.
and director dated January 1, 2000.
(2000 Form 10-K, Exhibit 10-13)
10-14 -- Stock option agreement between FirstEnergy Corp. and
two directors dated January 1, 2001.
(2000 Form 10-K, Exhibit 10-14)
(A) 10-15 -- Executive and Director Incentive Compensation Plan
dated May 15, 2001.
(A) 10-16 -- Amended FirstEnergy Corp. Deferred
Compensation Plan for Directors, revised September 18,
2000.
(A) 10-17 -- Stock Option Agreements between FirstEnergy Corp. and
Officers dated May 16, 2001.
(A) 10-18 -- Restricted Stock Agreements between
FirstEnergy Corp. and Officers dated February 20, 2002.
(A) 10-19 -- Stock Option Agreements between FirstEnergy Corp. and
One Director dated January 1, 2002.
(A) 10-20 -- FirstEnergy Corp. Executive Deferred Compensation Plan.
(A) 10-21 -- Executive Incentive Compensation Plan-Tier 2.
(A) 10-22 -- Executive Incentive Compensation Plan-Tier 3.
(A) 10-23 -- Executive Incentive Compensation Plan-Tier 4.
(A) 10-24 -- Executive Incentive Compensation Plan-Tier 5.
(A) 10-25 -- Amendment to GPU, Inc. 1990 Stock Plan for
Employees of GPU, Inc. and Subsidiaries,
effective April 5, 2001.
(A) 10-26 -- Form of Amendment, effective November 7, 2001, to GPU,
Inc. 1990 Stock Plan for Employees of GPU, Inc. and
Subsidiaries, Deferred Remuneration Plan for Outside
Directors of GPU, Inc., and Retirement Plan for Outside
Directors of GPU, Inc.
(A) 10-27 -- GPU, Inc. Stock Option and Restricted Stock Plan for
MYR Group, Inc. Employees.
10-28 -- GPU, Inc. 1990 Stock Plan for Employees of GPU,
Inc. and Subsidiaries as amended and restated to
reflect amendments through June 3, 1999. (1999 Form
10-K, Exhibit 10-V, File No. 1-6047, GPU, Inc.)
10-29 -- Form of 1998 Stock Option Agreement under the GPU,
Inc. 1990 Stock Plan for Employees of GPU, Inc. and
Subsidiaries. (1997 Form 10-K, Exhibit 10-Q, File No.
1-6047, GPU, Inc.)
10-30 -- Form of 1999 Stock Option Agreement under the GPU,
Inc. 1990 Stock Plan for Employees of GPU, Inc. and
Subsidiaries. (1999 Form 10-K, Exhibit 10-W, File No.
1-6047, GPU, Inc.)
10-31 -- Form of 2000 Stock Option Agreement under the GPU,
Inc. 1990 Stock Plan for Employees of GPU, Inc. and
Subsidiaries. (2000 Form 10-K, Exhibit 10-W, File No.
1-6047, GPU, Inc.)
10-32 -- Deferred Remuneration Plan for Outside Directors of
GPU, Inc. as amended and restated effective August 8,
2000. (2000 Form 10-K, Exhibit 10-O, File No. 1-6047,
GPU, Inc.)
10-33 -- Retirement Plan for Outside Directors of GPU, Inc.
as amended and restated as of August 8, 2000. (2000
Form 10-K, Exhibit 10-N, File No. 1-6047, GPU, Inc.)
10-34 -- Forms of Estate Enhancement Program Agreements
entered into by certain former GPU directors. (1999
Form 10-K, Exhibit 10-JJ, File No. 1-6047, GPU, Inc.)
(A) 12.1 -- Consolidated fixed charge ratios.
(A) 13 -- 2001 Annual Report to Stockholders. (Only those
portions expressly incorporated by reference in this
Form 10-K are to be deemed "filed" with the SEC.)
(A) 21 -- List of Subsidiaries of the Registrant at December 31,
2001.
(A) 23 -- Consent of Independent Public Accountants.
(A) 99 -- Letter to Securities and Exchange Commission
(A) -- Provided herein in electronic format as an exhibit.
3. Exhibits - Ohio Edison
2-1 -- Agreement and Plan of Merger, dated as of September
13, 1996, between Ohio Edison Company (OE) and
Centerior Energy Corporation. (September 17, 1996 Form
8-K, Exhibit 2-1).
3-1 -- Amended Articles of Incorporation, Effective June 21,
1994, constituting OE's Articles of
Incorporation. (1994 Form 10-K, Exhibit 3-1.)
(A) 3-2 -- Amended and Restated Code of Regulations, amended March
15, 2002.
(B) 4-1 -- Indenture dated as of August 1, 1930 between OE
and Bankers Trust Company, (now the Bank of New York),
as Trustee, as amended and supplemented by Supplemental
Indentures:
Dated as of File Reference Exhibit No.
----------- -------------- -----------
March 3, 1931 2-1725 B1, B-1(a),B-1(b)
November 1, 1935 2-2721 B-4
January 1, 1937 2-3402 B-5
September 1, 1937 Form 8-A B-6
June 13, 1939 2-5462 7(a)-7
August 1, 1974 Form 8-A, August 28, 1974 2(b)
July 1, 1976 Form 8-A, July 28, 1976 2(b)
December 1, 1976 Form 8-A, December 15, 1976 2(b)
June 15, 1977 Form 8-A, June 27, 1977 2(b)
Supplemental Indentures:
September 1, 1944 2-61146 2(b)(2)
April 1, 1945 2-61146 2(b)(2)
September 1, 1948 2-61146 2(b)(2)
May 1, 1950 2-61146 2(b)(2)
January 1, 1954 2-61146 2(b)(2)
May 1, 1955 2-61146 2(b)(2)
August 1, 1956 2-61146 2(b)(2)
March 1, 1958 2-61146 2(b)(2)
April 1, 1959 2-61146 2(b)(2)
June 1, 1961 2-61146 2(b)(2)
September 1, 1969 2-34351 2(b)(2)
May 1, 1970 2-37146 2(b)(2)
September 1, 1970 2-38172 2(b)(2)
June 1, 1971 2-40379 2(b)(2)
August 1, 1972 2-44803 2(b)(2)
September 1, 1973 2-48867 2(b)(2)
Dated as of File Reference Exhibit No
----------- -------------- ----------
May 15, 1978 2-66957 2(b)(4)
February 1, 1980 2-66957 2(b)(5)
April 15, 1980 2-66957 2(b)(6)
June 15, 1980 2-68023 (b)(4)(b)(5)
October 1, 1981 2-74059 (4)(d)
October 15, 1981 2-75917 (4)(e)
February 15, 1982 2-75917 (4)(e)
July 1, 1982 2-89360 (4)(d)
March 1, 1983 2-89360 (4)(e)
March 1, 1984 2-89360 (4)(f)
September 15, 1984 2-92918 (4)(d)
September 27, 1984 33-2576 (4)(d)
November 8, 1984 33-2576 (4)(d)
December 1, 1984 33-2576 (4)(d)
December 5, 1984 33-2576 (4)(e)
January 30, 1985 33-2576 (4)(e)
February 25, 1985 33-2576 (4)(e)
July 1, 1985 33-2576 (4)(e)
October 1, 1985 33-2576 4)(e)
January 15, 1986 33-8791 4)(d)
May 20, 1986 33-8791 4)(d)
June 3, 1986 33-8791 (4)(e)
October 1, 1986 33-29827 (4)(d)
August 25, 1989 33-34663 (4)(d)
February 15, 1991 33-39713 (4)(d)
May 1, 1991 33-45751 (4)(d)
May 15, 1991 33-45751 (4)(d)
September 15, 1991 33-45751 (4)(d)
April 1, 1992 33-48931 (4)(d)
June 15, 1992 33-48931 (4)(d)
September 15, 1992 33-48931 (4)(e)
April 1, 1993 33-51139 (4)(d)
June 15, 1993 33-51139 (4)(d)
September 15, 1993 33-51139 (4)(d)
November 15, 1993 1-2578 (4)(2)
April 1, 1995 1-2578 (4)(2)
May 1, 1995 1-2578 (4)(2)
July 1, 1995 1-2578 (4)(2)
June 1, 1997 1-2578 (4)(2)
April 1, 1998 1-2578 (4)(2)
June 1, 1998 1-2578 (4)(2)
September 29, 1999 1-2578 (4)(2)
April 1, 2000 1-2578 (4)(2)(a)
April 1, 2000 1-2578 (4)(2)(b)
June 1, 2001 (A)
(B) 4-2 -- General Mortgage Indenture and Deed of Trust dated as
of January 1, 1998 between OE and the Bank of New
York, as Trustee. (Registration No. 333-05277, Exhibit
4(g).)
10-1 -- Administration Agreement between the CAPCO Group
dated as of September 14, 1967.
(Registration No. 2-43102, Exhibit 5(c)(2)
10-2 -- Amendment No. 1 dated January 4, 1974 to
Administration Agreement between the CAPCO Group
dated as of September 14, 1967. (Registration No.
2-68906, Exhibit 5(c)(3).)
10-3 -- Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967.
(Registration No. 2-43102, Exhibit 5(c)(3).)
10-4 -- Amendment No. 1 dated as of January 1, 1993 to
Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967. (1993 Form 10-K,
Exhibit 10-4.)
10-5 -- Agreement for the Termination or Construction of
Certain Agreements effective September 1, 1980 among
the CAPCO Group. (Registration No. 2-68906, Exhibit
10-4.)
10-6 -- Amendment dated as of December 23, 1993 to Agreement
for the Termination or Construction of Certain
Agreements effective September 1, 1980 among the CAPCO
Group. (1993 Form 10-K, Exhibit 10-6).
10-7 -- CAPCO Basic Operating Agreement, as amended September
1, 1980. (Registration No. 2-68906, Exhibit 10-5.)
10-8 -- Amendment No. 1 dated August 1, 1981, and Amendment
No. 2 dated September 1, 1982 to CAPCO Basic Operating
Agreement, as amended September 1, 1980. (September 30,
1981 Form 10-Q, Exhibit 20-1 and 1982 Form 10-K,
Exhibit 19-3, respectively.)
10-9 -- Amendment No. 3 dated July 1, 1984 to CAPCO Basic
Operating Agreement, as amended September 1, 1980.
(1985 Form 10-K, Exhibit 10-7.)
10-10 -- Basic Operating Agreement between the CAPCO Companies
as amended October 1, 1991. (1991 Form 10-K, Exhibit
10-8.)
10-11 -- Basic Operating Agreement between the CAPCO Companies
as amended January 1, 1993. (1993 Form 10-K, Exhibit
10-11.)
10-12 -- Memorandum of Agreement effective as of September 1,
1980 among the CAPCO Group. (1982 Form 10-K, Exhibit
19-2.)
10-13 -- Operating Agreement for Beaver Valley Power Station
Units Nos. 1 and 2 as Amended and Restated September
15, 1987, by and between the CAPCO Companies. (1987
Form 10-K, Exhibit 10-15.)
10-14 -- Construction Agreement with respect to Perry Plant
between the CAPCO Group dated as of July 22, 1974.
(Registration No. 2-52251 of Toledo Edison Company,
Exhibit 5(yy).)
10-15 -- Amendment No. 3 dated as of October 31, 1980 to the
Bond Guaranty dated as of October 1, 1973, as amended,
with respect to the CAPCO Group. (Registration No.
2-68906 of Pennsylvania Power Company, Exhibit 10-16.)
10-16 -- Amendment No. 4 dated as of July 1, 1985 to the Bond
Guaranty dated as October 1, 1973, as amended, by the
CAPCO Companies to National City Bank as Bond Trustee.
(1985 Form 10-K, Exhibit 10-30.)
10-17 -- Amendment No. 5 dated as of May 1, 1986, to the Bond
Guaranty by the CAPCO Companies to National City Bank
as Bond Trustee. (1986 Form 10-K, Exhibit 10-33.)
10-18 -- Amendment No. 6A dated as of December 1, 1991, to
the Bond Guaranty dated as of October 1, 1973, by The
Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power
Company, The Toledo Edison Company to National City
Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-33.)
10-19 -- Amendment No. 6B dated as of December 30, 1991, to
the Bond Guaranty dated as of October 1, 1973 by The
Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power
Company, The Toledo Edison Company to National City
Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-34.)
10-20 -- Bond Guaranty dated as of December 1, 1991, by The
Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power
Company, The Toledo Edison Company to National City
Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-35.)
10-21 -- Memorandum of Understanding dated March 31, 1985
among the CAPCO Companies. (1985 Form 10-K, Exhibit
10-35.)
(C) 10-22 -- Ohio Edison System Executive Supplemental Life
Insurance Plan. (1995 Form 10-K, Exhibit 10-44.)
(C) 10-23 -- Ohio Edison System Executive Incentive Compensation
Plan. (1995 Form 10-K, Exhibit 10-45.)
(C) 10-24 -- Ohio Edison System Restated and Amended Executive
Deferred Compensation Plan. (1995
Form 10-K, Exhibit 10-46.)
(C) 10-25 -- Ohio Edison System Restated and Amended Supplemental
Executive Retirement Plan. (1995
Form 10-K, Exhibit 10-47.)
(C) 10-26 -- Severance pay agreement between Ohio Edison Company
and W. R. Holland. (1995 Form 10-K, Exhibit 10-48.)
(C) 10-27 -- Severance pay agreement between Ohio Edison Company
and H. P. Burg. (1995 Form 10-K, Exhibit 10-49.)
(C) 10-28 -- Severance pay agreement between Ohio Edison Company and
A. J. Alexander. (1995 Form 10-K, Exhibit 10-50.)
(C) 10-29 -- Severance pay agreement between Ohio Edison Company
and J. A. Gill. (1995 Form 10K, Exhibit 10-51.)
(D) 10-30 -- Participation Agreement dated as of March 16,
1987 among Perry One Alpha Limited Partnership, as
Owner Participant, the Original Loan Participants
listed in Schedule 1 Hereto, as Original Loan
Participants, PNPP Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1986 Form
10-K, Exhibit 28-1.)
(D) 10-31 -- Amendment No. 1 dated as of September 1, 1987 to
Participation Agreement dated as of March 16, 1987
among Perry One Alpha Limited Partnership, as Owner
Participant, the Original Loan Participants listed in
Schedule 1 thereto, as Original Loan Participants,
PNPP Funding Corporation, as Funding Corporation,
The First National Bank of Boston, as Owner Trustee,
Irving Trust Company (now The Bank of New York), as
Indenture Trustee, and Ohio Edison Company, as Lessee.
(1991 Form 10-K, Exhibit 10-46.)
(D) 10-32 -- Amendment No. 3 dated as of May 16, 1988 to
Participation Agreement dated as of March 16, 1987, as
amended among Perry One Alpha Limited Partnership, as
Owner Participant, PNPP Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee, and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-47.)
(D) 10-33 -- Amendment No. 4 dated as of November 1, 1991
to Participation Agreement dated as of March 16, 1987
among Perry One Alpha Limited Partnership, as Owner
Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-47.)
(D) 10-34 -- Amendment No. 5 dated as of November 24, 1992
to Participation Agreement dated as of March 16, 1987,
as amended, among Perry One Alpha Limited Partnership,
as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as
New Funding Corporation, The First National Bank of
Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company as Lessee.
(1992 Form 10-K, Exhibit 10-49.)
(D) 10-35 -- Amendment No. 6 dated as of January 12, 1993
to Participation Agreement dated as of March 16, 1987
among Perry One Alpha Limited Partnership, as Owner
Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1992 Form
10-K, Exhibit 10-50.)
(D) 10-36 -- Amendment No. 7 dated as of October 12, 1994
to Participation Agreement dated as of March 16, 1987
as amended, among Perry One Alpha Limited Partnership,
as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as
New Funding Corporation, The First National Bank of
Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-54.)
(D) 10-37 -- Facility Lease dated as of March 16, 1987
between The First National Bank of Boston, as Owner
Trustee, with Perry One Alpha Limited Partnership,
Lessor, and Ohio Edison Company, Lessee. (1986 Form
10-K, Exhibit 28-2.)
(D) 10-38 -- Amendment No. 1 dated as of September 1, 1987
to Facility Lease dated as of March 16, 1997 between
The First National Bank of Boston, as Owner Trustee,
Lessor and Ohio Edison Company, Lessee. (1991 Form
10-K, Exhibit 10-49.)
(D) 10-39 -- Amendment No. 2 dated as of November 1, 1991,
to Facility Lease dated as of March 16, 1987, between
The First National Bank of Boston, as Owner Trustee,
Lessor and Ohio Edison Company, Lessee. (1991 Form
10-K, Exhibit 10-50.)
(D) 10-40 -- Amendment No. 3 dated as of November 24, 1992
to Facility Lease dated as March 16, 1987 as amended,
between The First National Bank of Boston, as Owner
Trustee, with Perry One Alpha Limited partnership, as
Owner Participant and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-54.)
(D) 10-41 -- Amendment No. 4 dated as of January 12, 1993
to Facility Lease dated as of March 16, 1987 as
amended, between, The First National Bank of Boston, as
Owner Trustee, with Perry One Alpha Limited
Partnership, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-59.)
(D) 10-42 -- Amendment No. 5 dated as of October 12, 1994
to Facility Lease dated as of March 16, 1987 as
amended, between, The First National Bank of Boston, as
Owner Trustee, with Perry One Alpha Limited
Partnership, as Owner Participant, and Ohio Edison
Company, as Lessee.
(1994 Form 10-K, Exhibit 10-60.)
(D) 10-43 -- Letter Agreement dated as of March 19, 1987
between Ohio Edison Company, Lessee, and The First
National Bank of Boston, Owner Trustee under a Trust
dated March 16, 1987 with Chase Manhattan Realty
Leasing Corporation, required by Section 3(d) of the
Facility Lease. (1986 Form 10-K, Exhibit 28-3.)
(D) 10-44 -- Ground Lease dated as of March 16, 1987
between Ohio Edison Company, Ground Lessor, and The
First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of March 16, 1987, with the
Owner Participant, Tenant. (1986 Form 10-K, Exhibit
28-4.)
(D) 10-45 -- Trust Agreement dated as of March 16, 1987
between Perry One Alpha Limited Partnership, as Owner
Participant, and The First National Bank of Boston.
(1986 Form 10-K, Exhibit 28-5.)
(D) 10-46 -- Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of March 16,
1987 between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement dated as of March
16, 1987 with Perry One Alpha Limited Partnership, and
Irving Trust Company, as Indenture Trustee. (1986 Form
10-K, Exhibit 28-6.)
(D) 10-47 -- Supplemental Indenture No. 1 dated as of
September 1, 1987 to Trust Indenture, Mortgage,
Security Agreement and Assignment of Facility Lease
dated as of March 16, 1987 between The First National
Bank of Boston as Owner Trustee and Irving Trust
Company (now The Bank of New York), as Indenture
Trustee. (1991 Form 10-K, Exhibit 10-55.)
(D) 10-48 -- Supplemental Indenture No. 2 dated as of
November 1, 1991 to Trust Indenture, Mortgage, Security
Agreement and Assignment of Facility Lease dated as of
March 16, 1987 between The First National Bank of
Boston, as Owner Trustee and The Bank of New York, as
Indenture Trustee. (1991 Form 10-K, Exhibit 10-56.)
(D) 10-49 -- Tax Indemnification Agreement dated as of March 16,
1987 between Perry One, Inc. and PARock Limited
Partnership as General Partners and Ohio Edison
Company, as Lessee. (1986 Form 10-K, Exhibit 28-7.)
(D) 10-50 -- Amendment No. 1 dated as of November 1, 1991 to Tax
Indemnification Agreement dated as of
March 16, 1987 between Perry One, Inc. and PARock
Limited Partnership and Ohio Edison
Company. (1991 Form 10-K, Exhibit 10-58.)
(D) 10-51 -- Amendment No. 2 dated as of January 12, 1993 to Tax
Indemnification Agreement dated as of
March 16, 1987 between Perry One, Inc. and PARock
Limited Partnership and Ohio Edison
Company. (1994 Form 10-K, Exhibit 10-69.)
(D) 10-52 -- Amendment No. 3 dated as of October 12, 1994 to Tax
Indemnification Agreement dated as of
March 16, 1987 between Perry One, Inc. and PARock
Limited Partnership and Ohio Edison
Company. (1994 Form 10-K, Exhibit 10-70.)
(D) 10-53 -- Partial Mortgage Release dated as of March 19,
1987 under the Indenture between Ohio Edison Company
and Bankers Trust Company, as Trustee, dated as of the
1st day of August 1930. (1986 Form 10-K, Exhibit 28-8.)
(D) 10-54 -- Assignment, Assumption and Further Agreement
dated as of March 16, 1987 among The First National
Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Perry One
Alpha Limited Partnership, The Cleveland Electric
Illuminating Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company and Toledo
Edison Company. (1986 Form 10-K, Exhibit 28-9.)
(D) 10-55 -- Additional Support Agreement dated as of March
16, 1987 between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of
March 16, 1987, with Perry One Alpha Limited
Partnership, and Ohio Edison Company. (1986 Form 10-K,
Exhibit 28-10.)
(D) 10-56 -- Bill of Sale, Instrument of Transfer and
Severance Agreement dated as of March 19, 1987 between
Ohio Edison Company, Seller, and The First National
Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Perry One
Alpha Limited Partnership. (1986 Form 10-K, Exhibit
28-11.)
(D) 10-57 -- Easement dated as of March 16, 1987 from Ohio
Edison Company, Grantor, to The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Perry One Alpha Limited
Partnership, Grantee. (1986 Form 10-K, File Exhibit
28-12.)
10-58 -- Participation Agreement dated as of March 16, 1987
among Security Pacific Capital Leasing Corporation, as
Owner Participant, the Original Loan Participants
listed in Schedule 1 Hereto, as Original Loan
Participants, PNPP Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1986 Form
10-K, as Exhibit 28-13.)
10-59 -- Amendment No. 1 dated as of September 1, 1987 to
Participation Agreement dated as of March 16, 1987
among Security Pacific Capital Leasing Corporation, as
Owner Participant, The Original Loan Participants
Listed in Schedule 1 thereto, as Original Loan
Participants, PNPP Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-65.)
10-60 -- Amendment No. 4 dated as of November 1, 1991, to
Participation Agreement dated as of March 16, 1987
among Security Pacific Capital Leasing Corporation, as
Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-66.)
10-61 -- Amendment No. 5 dated as of November 24, 1992 to
Participation Agreement dated as of March 16, 1987 as
amended among Security Pacific Capital Leasing
Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNNP II Funding
Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-71.)
10-62 -- Amendment No. 6 dated as of January 12, 1993 to
Participation Agreement dated as of March 16, 1987 as
amended among Security Pacific Capital Leasing
Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1994 Form 10-K, Exhibit 10-80.)
10-63 -- Amendment No. 7 dated as of October 12, 1994 to
Participation Agreement dated as of March 16, 1987 as
amended among Security Pacific Capital Leasing
Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding
Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1994 Form 10-K, Exhibit 10-81.)
10-64 -- Facility Lease dated as of March 16, 1987 between
The First National Bank of Boston, as Owner Trustee,
with Security Pacific Capital Leasing Corporation,
Lessor, and Ohio Edison Company, as Lessee. (1986 Form
10-K, Exhibit 28-14.)
10-65 -- Amendment No. 1 dated as of September 1, 1987 to
Facility Lease dated as of March 16, 1987 between The
First National Bank of Boston as Owner Trustee, Lessor
and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-68.)
10-66 -- Amendment No. 2 dated as of November 1, 1991 to
Facility Lease dated as of March 16, 1987 between The
First National Bank of Boston as Owner Trustee, Lessor
and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-69.)
10-67 -- Amendment No. 3 dated as of November 24, 1992 to
Facility Lease dated as of March 16, 1987, as amended,
between, The First National Bank of Boston, as Owner
Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-75.)
10-68 -- Amendment No. 4 dated as of January 12, 1993 to
Facility Lease dated as of March 16, 1987 as amended
between, The First National Bank of Boston, as Owner
Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-76.)
10-69 -- Amendment No. 5 dated as of October 12, 1994 to
Facility Lease dated as of March 16, 1987 as amended
between, The First National Bank of Boston, as Owner
Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-87.)
10-70 -- Letter Agreement dated as of March 19, 1987 between
Ohio Edison Company, as Lessee, and The First National
Bank of Boston, as Owner Trustee under a Trust, dated
as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, required by Section 3(d) of the
Facility Lease. (1986 Form 10-K, Exhibit 28-15.)
10-71 -- Ground Lease dated as of March 16, 1987 between Ohio
Edison Company, Ground Lessor, and The First National
Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Perry One
Alpha Limited Partnership, Tenant. (1986 Form 10-K,
Exhibit 28-16.)
10-72 -- Trust Agreement dated as of March 16, 1987 between
Security Pacific Capital Leasing Corporation, as Owner
Participant, and The First National Bank of Boston.
(1986 Form 10-K, Exhibit 28-17.)
10-73 -- Trust Indenture, Mortgage, Security Agreement and
Assignment of Facility Lease dated as of March 16, 1987
between The First National Bank of Boston, as Owner
Trustee under a Trust Agreement, dated as of March 16,
1987, with Security Pacific Capital Leasing
Corporation, and Irving Trust Company, as Indenture
Trustee. (1986 Form 10-K, Exhibit 28-18.)
10-74 -- Supplemental Indenture No. 1 dated as of September
1, 1987 to Trust Indenture, Mortgage, Security
Agreement and Assignment of Facility Lease dated as of
March 16, 1987 between The First National Bank of
Boston, as Owner Trustee and Irving Trust Company (now
The Bank of New York), as Indenture Trustee. (1991 Form
10-K, Exhibit 10-74.)
10-75 -- Supplemental Indenture No. 2 dated as of November 1,
1991 to Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of March 16,
1987 between The First National Bank of Boston, as
Owner Trustee and The Bank of New York, as Indenture
Trustee. (1991 Form 10-K, Exhibit 10-75.)
10-76 -- Tax Indemnification Agreement dated as of March 16,
1987 between Security Pacific Capital Leasing
Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1986 Form 10-K, Exhibit 28-19.)
10-77 -- Amendment No. 1 dated as of November 1, 1991 to Tax
Indemnification Agreement dated as of March 16, 1987
between Security Pacific Capital Leasing Corporation
and Ohio Edison Company. (1991 Form 10-K, Exhibit
10-77.)
10-78 -- Amendment No. 2 dated as of January 12, 1993 to Tax
Indemnification Agreement dated as of March 16, 1987
between Security Pacific Capital Leasing Corporation
and Ohio Edison Company. (1994 Form 10-K, Exhibit
10-96.)
10-79 -- Amendment No. 3 dated as of October 12, 1994 to Tax
Indemnification Agreement dated as of March 16, 1987
between Security Pacific Capital Leasing Corporation
and Ohio Edison Company. (1994 Form 10-K, Exhibit
10-97.)
10-80 -- Assignment, Assumption and Further Agreement dated
as of March 16, 1987 among The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, The Cleveland Electric
Illuminating Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company and Toledo
Edison Company. (1986 Form 10-K, Exhibit 28-20.)
10-81 -- Additional Support Agreement dated as of March 16,
1987 between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of
March 16, 1987, with Security Pacific Capital Leasing
Corporation, and Ohio Edison Company. (1986 Form 10-K,
Exhibit 28-21.)
10-82 -- Bill of Sale, Instrument of Transfer and Severance
Agreement dated as of March 19, 1987 between Ohio
Edison Company, Seller, and The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, Buyer. (1986 Form 10-K, Exhibit
28-22.)
10-83 -- Easement dated as of March 16, 1987 from Ohio Edison
Company, Grantor, to The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of
March 16, 1987, with Security Pacific Capital Leasing
Corporation, Grantee. (1986 Form 10-K, Exhibit 28-23.)
10-84 -- Refinancing Agreement dated as of November 1, 1991
among Perry One Alpha Limited Partnership, as Owner
Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee, The Bank of New York, as Collateral Trust
Trustee, The Bank of New York, as New Collateral Trust
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-82.)
10-85 -- Refinancing Agreement dated as of November 1, 1991
among Security Pacific Leasing Corporation, as Owner
Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New
Funding Corporation, The First National Bank of Boston,
as Owner Trustee, The Bank of New York, as Indenture
Trustee, The Bank of New York, as Collateral Trust
Trustee, The Bank of New York as New Collateral Trust
Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-83.)
10-86 -- Ohio Edison Company Master Decommissioning Trust
Agreement for Perry Nuclear Power Plant Unit One, Perry
Nuclear Power Plant Unit Two, Beaver Valley Power
Station Unit One and Beaver Valley Power Station Unit
Two dated July 1, 1993. (1993 Form 10-K, Exhibit
10-94.)
10-87 -- Nuclear Fuel Lease dated as of March 31, 1989,
between OES Fuel, Incorporated, as Lessor, and Ohio
Edison Company, as Lessee. (1989 Form 10-K, Exhibit
10-62.)
10-88 -- Receivables Purchase Agreement dated as November 28,
1989, as amended and restated as of
April 23, 1993, between OES Capital, Incorporated,
Corporate Asset Funding Company, Inc.
and Citicorp North America, Inc. (1994 Form 10-K,
Exhibit 10-106.)
10-89 -- Guarantee Agreement entered into by Ohio Edison
Company dated as of January 17, 1991. (1990 Form 10-K,
Exhibit 10-64.)
10-90 -- Transfer and Assignment Agreement among Ohio Edison
Company and Chemical Bank, as trustee under the OE
Power Contract Trust. (1990 Form 10-K, Exhibit 10-65.)
10-91 -- Renunciation of Payments and Assignment among Ohio
Edison Company, Monongahela Power Company, West Penn
Power Company, and the Potomac Edison Company dated as
of January 4, 1991. (1990 Form 10-K, Exhibit 10-66.)
10-92 -- Transfer and Assignment Agreement dated May 20, 1994
among Ohio Edison Company and Chemical Bank, as trustee
under the OE Power Contract Trust. (1994 Form 10-K,
Exhibit 10-110.)
10-93 -- Renunciation of Payments and Assignment among Ohio
Edison Company, Monongahela Power Company, West Penn
Power Company, and the Potomac Edison Company dated as
of May 20, 1994. (1994 Form 10-K, Exhibit 10-111.)
10-94 -- Transfer and Assignment Agreement dated October 12,
1994 among Ohio Edison Company and Chemical Bank, as
trustee under the OE Power Contract Trust. (1994 Form
10-K, Exhibit 10-112.)
10-95 -- Renunciation of Payments and Assignment among Ohio
Edison Company, Monongahela Power Company, West Penn
Power Company, and the Potomac Edison Company dated as
of October 12, 1994. (1994 Form 10-K, Exhibit 10-113.)
(E) 10-96 -- Participation Agreement dated as of September
15, 1987, among Beaver Valley Two Pi Limited
Partnership, as Owner Participant, the Original Loan
Participants listed in Schedule 1 Thereto, as Original
Loan Participants, BVPS Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company as Lessee. (1987 Form
10-K, Exhibit 28-1.)
(E) 10-97 -- Amendment No. 1 dated as of February 1, 1988, to
Participation Agreement dated as of
September 15, 1987, among Beaver Valley Two Pi Limited
Partnership, as Owner Participant, the Original Loan
Participants listed in Schedule 1 Thereto, as
Original Loan Participants, BVPS Funding Corporation,
as Funding Corporation, The First National Bank
of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee and Ohio Edison
Company, as Lessee. (1987 Form 10-K, Exhibit 28-2.)
(E) 10-98 -- Amendment No. 3 dated as of March 16, 1988 to
Participation Agreement dated as of September 15, 1987,
as amended, among Beaver Valley Two Pi Limited
Partnership, as Owner Participant, BVPS Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-99.)
(E) 10-99 -- Amendment No. 4 dated as of November 5, 1992
to Participation Agreement dated as of September 15,
1987, as amended, among Beaver Valley Two Pi Limited
Partnership, as Owner Participant, BVPS Funding
Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-100.)
(E) 10-100 -- Amendment No. 5 dated as of September 30,
1994 to Participation Agreement dated as of September
15, 1987, as amended, among Beaver Valley Two Pi
Limited Partnership, as Owner Participant, BVPS Funding
Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1994 Form 10-K, Exhibit 10-118.)
(E) 10-101 -- Facility Lease dated as of September 15,
1987, between The First National Bank of Boston, as
Owner Trustee, with Beaver Valley Two Pi Limited
Partnership, Lessor, and Ohio Edison Company, Lessee.
(1987 Form 10-K, Exhibit 28-3.)
(E) 10-102 -- Amendment No. 1 dated as of February 1, 1988,
to Facility Lease dated as of September 15, 1987,
between The First National Bank of Boston, as Owner
Trustee, with Beaver Valley Two Pi Limited Partnership,
Lessor, and Ohio Edison Company, Lessee. (1987 Form
10-K, Exhibit 28-4.)
(E) 10-103 -- Amendment No. 2 dated as of November 5, 1992,
to Facility Lease dated as of September 15, 1987, as
amended, between The First National Bank of Boston, as
Owner Trustee, with Beaver Valley Two Pi Limited
Partnership, as Owner Participant, and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-103.)
(E) 10-104 -- Amendment No. 3 dated as of September 30,
1994 to Facility Lease dated as of September 15, 1987,
as amended, between The First National Bank of Boston,
as Owner Trustee, with Beaver Valley Two Pi Limited
Partnership, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-122.)
(E) 10-105 -- Ground Lease and Easement Agreement dated as
of September 15, 1987, between Ohio Edison Company,
Ground Lessor, and The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Beaver Valley Two Pi Limited
Partnership, Tenant. (1987 Form 10-K, Exhibit 28-5.)
(E) 10-106 -- Trust Agreement dated as of September 15,
1987, between Beaver Valley Two Pi Limited Partnership,
as Owner Participant, and The First National Bank of
Boston. (1987 Form 10-K, Exhibit 28-6.)
(E) 10-107 -- Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of September
15, 1987, between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement dated as of
September 15, 1987, with Beaver Valley Two Pi Limited
Partnership, and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-7.)
(E) 10-108 -- Supplemental Indenture No. 1 dated as of
February 1, 1988 to Trust Indenture, Mortgage, Security
Agreement and Assignment of Facility Lease dated as of
September 15, 1987 between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987 with Beaver Valley Two Pi
Limited Partnership and Irving Trust Company, as
Indenture Trustee. (1987 Form 10-K, Exhibit 28-8.)
(E) 10-109 -- Tax Indemnification Agreement dated as of September
15, 1987, between Beaver Valley Two Pi Inc. and PARock
Limited Partnership as General Partners and Ohio
Edison Company, as Lessee. (1987 Form 10-K, Exhibit
28-9.)
(E) 10-110 -- Amendment No. 1 dated as of November 5, 1992
to Tax Indemnification Agreement dated as of September
15, 1987, between Beaver Valley Two Pi Inc. and PARock
Limited Partnership as General Partners and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-128.)
(E) 10-111 -- Amendment No. 2 dated as of September 30,
1994 to Tax Indemnification Agreement dated as of
September 15, 1987, between Beaver Valley Two Pi Inc.
and PARock Limited Partnership as General Partners and
Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-129.)
(E) 10-112 -- Tax Indemnification Agreement dated as of September
15, 1987, between HG Power Plant, Inc., as Limited
Partner and Ohio Edison Company, as Lessee.
(1987 Form 10-K, Exhibit 28-10.)
(E) 10-113 -- Amendment No. 1 dated as of November 5, 1992 to Tax
Indemnification Agreement dated as of September 15,
1987, between HG Power Plant, Inc., as Limited
Partner and Ohio Edison Company, as Lessee. (1994 Form
10-K, Exhibit 10-131.)
(E) 10-114 -- Amendment No. 2 dated as of September 30, 1994 to Tax
Indemnification Agreement dated as
of September 15, 1987, between HG Power Plant, Inc.,
as Limited Partner and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-132.)
(E) 10-115 -- Assignment, Assumption and Further Agreement
dated as of September 15, 1987, among The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with Beaver
Valley Two Pi Limited Partnership, The Cleveland
Electric Illuminating Company, Duquesne Light Company,
Ohio Edison Company, Pennsylvania Power Company and
Toledo Edison Company. (1987 Form 10-K, Exhibit 28-11.)
(E) 10-116 -- Additional Support Agreement dated as of
September 15, 1987, between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of September 15, 1987, with Beaver Valley Two Pi
Limited Partnership, and Ohio Edison Company. (1987
Form 10-K, Exhibit 28-12.)
(F) 10-117 -- Participation Agreement dated as of September
15, 1987, among Chrysler Consortium Corporation, as
Owner Participant, the Original Loan Participants
listed in Schedule 1 Thereto, as Original Loan
Participants, BVPS Funding Corporation as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee and Ohio Edison Company, as Lessee. (1987 Form
10-K, Exhibit 28-13.)
(F) 10-118 -- Amendment No. 1 dated as of February 1, 1988, to
Participation Agreement dated as of September 15,
1987, among Chrysler Consortium Corporation, as
Owner Participant, the Original Loan Participants
listed in Schedule 1 Thereto, as Original Loan
Participants, BVPS Funding Corporation, as Funding
Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture
Trustee, and Ohio Edison Company, as
Lessee. (1987 Form 10-K, Exhibit 28-14.)
(F) 10-119 -- Amendment No. 3 dated as of March 16, 1988 to
Participation Agreement dated as of September 15, 1987,
as amended, among Chrysler Consortium Corporation, as
Owner Participant, BVPS Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee, and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-114.)
(F) 10-120 -- Amendment No. 4 dated as of November 5, 1992
to Participation Agreement dated as of September 15,
1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding
Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1992 Form 10-K, Exhibit 10-115.)
(F) 10-121 -- Amendment No. 5 dated as of January 12, 1993
to Participation Agreement dated as of September 15,
1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding
Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1994 Form 10-K, Exhibit 10-139.)
(F) 10-122 -- Amendment No. 6 dated as of September 30,
1994 to Participation Agreement dated as of September
15, 1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding
Corporation, BVPS II Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of
New York, as Indenture Trustee and Ohio Edison Company,
as Lessee. (1994 Form 10-K, Exhibit 10-140.)
(F) 10-123 -- Facility Lease dated as of September 15,
1987, between The First National Bank of Boston, as
Owner Trustee, with Chrysler Consortium Corporation,
Lessor, and Ohio Edison Company, as Lessee. (1987 Form
10-K, Exhibit 28-15.)
(F) 10-124 -- Amendment No. 1 dated as of February 1, 1988,
to Facility Lease dated as of September 15, 1987,
between The First National Bank of Boston, as Owner
Trustee, with Chrysler Consortium Corporation, Lessor,
and Ohio Edison Company, Lessee. (1987 Form 10-K,
Exhibit 28-16.)
(F) 10-125 -- Amendment No. 2 dated as of November 5, 1992
to Facility Lease dated as of September 15, 1987, as
amended, between The First National Bank of Boston, as
Owner Trustee, with Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-118.)
(F) 10-126 -- Amendment No. 3 dated as of January 12, 1993
to Facility Lease dated as of September 15, 1987, as
amended, between The First National Bank of Boston, as
Owner Trustee, with Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-119.)
(F) 10-127 -- Amendment No. 4 dated as of September 30,
1994 to Facility Lease dated as of September 15, 1987,
as amended, between The First National Bank of Boston,
as Owner Trustee, with Chrysler Consortium Corporation,
as Owner Participant, and Ohio Edison Company, as
Lessee. (1994 Form 10-K, Exhibit 10-145.)
(F) 10-128 -- Ground Lease and Easement Agreement dated as
of September 15, 1987, between Ohio Edison Company,
Ground Lessor, and The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Chrysler Consortium
Corporation, Tenant. (1987 Form 10-K, Exhibit 28-17.)
(F) 10-129 -- Trust Agreement dated as of September 15,
1987, between Chrysler Consortium Corporation, as Owner
Participant, and The First National Bank of Boston.
(1987 Form 10-K, Exhibit 28-18.)
(F) 10-130 -- Trust Indenture, Mortgage, Security Agreement
and Assignment of Facility Lease dated as of September
15, 1987, between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Chrysler Consortium
Corporation and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-19.)
(F) 10-131 -- Supplemental Indenture No. 1 dated as of
February 1, 1988 to Trust Indenture, Mortgage, Security
Agreement and Assignment of Facility Lease dated as of
September 15, 1987 between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987 with Chrysler Consortium
Corporation and Irving Trust Company, as Indenture
Trustee. (1987 Form 10-K, Exhibit 28-20.)
(F) 10-132 -- Tax Indemnification Agreement dated as of
September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and Ohio Edison
Company, Lessee. (1987 Form 10-K, Exhibit 28-21.)
(F) 10-133 -- Amendment No. 1 dated as of November 5, 1992
to Tax Indemnification Agreement dated as of September
15, 1987, between Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-151.)
(F) 10-134 -- Amendment No. 2 dated as of January 12, 1993
to Tax Indemnification Agreement dated as of September
15, 1987, between Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-152.)
(F) 10-135 -- Amendment No. 3 dated as of September 30,
1994 to Tax Indemnification Agreement dated as of
September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-153.)
(F) 10-136 -- Assignment, Assumption and Further Agreement
dated as of September 15, 1987, among The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with
Chrysler Consortium Corporation, The Cleveland Electric
Illuminating Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company, and Toledo
Edison Company. (1987 Form 10-K, Exhibit 28-22.)
(F) 10-137 -- Additional Support Agreement dated as of
September 15, 1987, between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated
as of September 15, 1987, with Chrysler Consortium
Corporation, and Ohio Edison Company. (1987 Form 10-K,
Exhibit 28-23.)
10-138 -- Operating Agreement dated March 10, 1987 with
respect to Perry Unit No. 1 between the
CAPCO Companies. (1987 Form 10-K, Exhibit 28-24.)
10-139 -- Operating Agreement for Bruce Mansfield Units Nos.
1, 2 and 3 dated as of June 1, 1976, and executed on
September 15, 1987, by and between the CAPCO Companies.
(1987 Form 10-K, Exhibit 28-25.)
10-140 -- Operating Agreement for W. H. Sammis Unit No. 7
dated as of September 1, 1971 by and between the
CAPCO Companies. (1987 Form 10-K, Exhibit 28-26.)
10-141 -- OE-APS Power Interchange Agreement dated March 18,
1987, by and among Ohio Edison Company and Pennsylvania
Power Company, and Monongahela Power Company and West
Penn Power Company and The Potomac Edison Company.
(1987 Form 10-K, Exhibit 28-27.)
10-142 -- OE-PEPCO Power Supply Agreement dated March 18,
1987, by and among Ohio Edison Company and Pennsylvania
Power Company and Potomac Electric Power Company. (1987
Form 10-K, Exhibit 28-28.)
10-143 -- Supplement No. 1 dated as of April 28, 1987, to the
OE-PEPCO Power Supply Agreement dated March 18, 1987,
by and among Ohio Edison Company, Pennsylvania Power
Company, and Potomac Electric Power Company. (1987 Form
10-K, Exhibit 28-29.)
10-144 -- APS-PEPCO Power Resale Agreement dated March 18,
1987, by and among Monongahela Power Company, West Penn
Power Company, and The Potomac Edison Company and
Potomac Electric Power Company. (1987 Form 10-K,
Exhibit 28-30.)
(A) 12.2 -- Consolidated fixed charge ratios.
(A) 13.1 -- 2001 Annual Report to Stockholders (Only those
portions expressly incorporated by reference in this
Form 10-K are to be deemed "filed" with the SEC.)
(A) 21.1 -- List of Subsidiaries of the Registrant at December 31,
2001.
(A) 23.1 -- Consent of Independent Public Accountants.
(A) 99 -- Letter to Securities and Exchange Commission
(A) Provided herein in electronic format as an exhibit.
(B) Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K,
OE has not filed as an exhibit to this Form 10-K any instrument with
respect to long-term debt if the total amount of securities
authorized thereunder does not exceed 10% of the total assets of OE
and its subsidiaries on a consolidated basis, but hereby agrees to
furnish to the SEC on request any such instruments.
(C) Management contract or compensatory plan contract or arrangement
filed pursuant to Item 601 of Regulation S-K.
(D) Substantially similar documents have been entered into relating to
three additional Owner Participants.
(E) Substantially similar documents have been entered into relating to
five additional Owner Participants.
(F) Substantially similar documents have been entered into relating to
two additional Owner Participants.
Note: Reports of OE on Forms 10-Q and 10-K are on file with the SEC
under number 1-2578.
Pursuant to Rule 14a - 3 (10) of the Securities Exchange Act of 1934,
the Company will furnish any exhibit in this Report upon the payment
of the Company's expenses in furnishing such exhibit.
3. Exhibits - Penn
(A) 3-1 -- Amended and Restated Articles of Incorporation, as
amended March 15, 2002.
(A) 3-2 -- Amended and Restated By-Laws of Penn, as amended March
15, 2002.
4-1* -- Indenture dated as of November 1, 1945, between Penn
and The First National Bank of the City of New York
(now Citibank, N.A.), as Trustee, as supplemented
and amended by Supplemental Indentures dated as of
May 1, 1948, March 1, 1950, February 1, 1952,
October 1, 1957, September 1, 1962, June 1, 1963,
June 1, 1969, May 1, 1970, April 1, 1971, October 1,
1971, May 1, 1972, December 1, 1974, October 1, 1975,
September 1, 1976, April 15, 1978, June 28, 1979,
January 1, 1980, June 1, 1981, January 14, 1982,
August 1, 1982, December 15, 1982, December 1, 1983,
September 6, 1984, December 1, 1984, May 30,
1985, October 29, 1985, August 1, 1987, May 1, 1988,
November 1, 1989, December 1, 1990, September 1,
1991, May 1, 1992, July 15, 1992, August 1, 1992, and
May 1, 1993, July 1, 1993, August 31, 1993,
September 1, 1993, September 15, 1993, October 1,
1993, November 1, 1993, and August 1, 1994.
(Physically filed and designated as
Exhibits 2(b)(1)-1 through 2(b)(1)-15 in
Registration Statement File No. 2-60837; as
Exhibits 2(b)(2), 2(b)(3), and 2(b)(4) in
Registration Statement File No. 2-68906; as
Exhibit 4-2 in Form 10-K for 1981 File No. 1-3491; as
Exhibit 19-1 in Form 10-K for 1982 File No. 1-3491; as
Exhibit 19-1 in Form 10-K for 1983 File No. 1-3491;
as Exhibit 19-1 in Form 10-K for 1984 File No.
1-3491; as Exhibit 19-1 in Form 10-K for 1985
File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1987
File No. 1-3491; as Exhibit 19-1 in Form 10-K for
1988 File No. 1-3491; as Exhibit 19 in Form
10-K for 1989 File No. 1-3491; as Exhibit 19 in Form
10-K for 1990 File No. 1-3491; as Exhibit 19 in
Form 10-K for 1991 File No. 1-3491; as
Exhibit 19-1 in Form 10-K for 1992
File No. 1-3491; as Exhibit 4-2 in Form 10-K for 1993
File No. 1-3491; and as Exhibit 4-2 in Form 10-K for
1994 File No. 1-3491.)
4-2 -- Supplemental Indenture dated as of September 1, 1995,
between Penn and Citibank, N.A., as
Trustee. (1995 Form 10-K, Exhibit 4-2.)
4-3 -- Supplemental Indenture dated as of June 1, 1997,
between Penn and Citibank, N.A., as
Trustee. (1997 Form 10-K, Exhibit 4-3.)
4-4 -- Supplemental Indenture dated as of June 1, 1998,
between Penn and Citibank, N. A., as
Trustee. (1998 Form 10-K, Exhibit 4-4.)
4-5 -- Supplemental Indenture dated as of September 29,
1999, between Penn and Citibank, N.A.,
as Trustee. (1999 Form 10-K, Exhibit 4-5.)
4-6 -- Supplemental Indenture dated as of November 15, 1999,
between Penn and Citibank, N.A., as
Trustee. (1999 Form 10-K, Exhibit 4-6.)
(A) 4-7 -- Supplemental Indenture dated as of June 1, 2001.
10-1 -- Administration Agreement between the CAPCO Group
dated as of September 14, 1967. (Registration Statement
of Ohio Edison Company, File No. 2-43102, Exhibit
5(c)(2).)
10-2 -- Amendment No. 1 dated January 4, 1974 to
Administration Agreement between the CAPCO Group dated
as of September 14, 1967. (Registration Statement No.
2-68906, Exhibit 5 (c)(3).)
10-3 -- Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967. (Registration
Statement of Ohio Edison Company, File No. 2-43102,
Exhibit 5 (c)(3).)
10-4 -- Amendment No. 1 dated as of January 1, 1993 to
Transmission Facilities Agreement between
the CAPCO Group dated as of September 14, 1967.
(1993 Form 10-K, Exhibit 10-4, Ohio Edison Company.)
10-5 -- Agreement for the Termination or Construction
of Certain Agreements effective
September 1, 1980 among the CAPCO Group.
(Registration Statement No. 2-68906, Exhibit 10-4.)
10-6 -- Amendment dated as of December 23, 1993 to Agreement
for the Termination or Construction of Certain
Agreements effective September 1, 1980 among the CAPCO
Group. (1993 Form 10-K, Exhibit 10-6, Ohio Edison
Company.)
----------
* Pursuant to paragraph (b)(4)(iii) (A) of Item 601 of Regulation S-K,
Penn has not filed as an exhibit to this Form 10-K any instrument
with respect to long-term debt if the total amount of securities
authorized thereunder does not exceed 10% of the total assets of
Penn, but hereby agrees to furnish to the Commission on request any
such instruments.
10-7 -- CAPCO Basic Operating Agreement, as amended September
1, 1980. (Registration Statement
No. 2-68906, as Exhibit 10-5.)
10-8 -- Amendment No. 1 dated August 1, 1981 and Amendment
No. 2 dated September 1, 1982, to CAPCO Basic Operating
Agreement as amended September 1, 1980. (September 30,
1981 Form 10-Q, Exhibit 20-1 and 1982 Form 10-K,
Exhibit 19-3, File No. 1-2578, of Ohio Edison Company.)
10-9 -- Amendment No. 3 dated as of July 1, 1984, to CAPCO
Basic Operating Agreement as amended September 1, 1980.
(1985 Form 10-K, Exhibit 10-7, File No. 1-2578, of Ohio
Edison Company.)
10-10 -- Basic Operating Agreement between the CAPCO Companies
as amended October 1, 1991. (1991
Form 10-K, Exhibit 10-8, File No. 1-2578, of Ohio
Edison Company.)
10-11 -- Basic Operating Agreement between the CAPCO Companies
as amended January 1, 1993. (1993
Form 10-K, Exhibit 10-11, Ohio Edison.)
10-12 -- Memorandum of Agreement effective as of September 1,
1980, among the CAPCO Group. (1991
Form 10-K, Exhibit 19-2, Ohio Edison Company.)
10-13 -- Operating Agreement for Beaver Valley Power Station
Units Nos. 1 and 2 as Amended and Restated September
15, 1987, by and between the CAPCO Companies. (1987
Form 10-K, Exhibit 10-15, File No. 1-2578, of Ohio
Edison Company.)
10-14 -- Construction Agreement with respect to Perry Plant
between the CAPCO Group dated as of July 22, 1974.
(Registration Statement of Toledo Edison Company, File
No. 2-52251, as Exhibit 5 (yy).)
10-15 -- Memorandum of Understanding dated as of March 31,
1985, among the CAPCO Companies. (1985 Form 10-K,
Exhibit 10-35, File No. 1-2578, Ohio Edison Company.)
(B) 10-16 -- Ohio Edison System Executive Supplemental Life
Insurance Plan. (1995 Form 10-K,
Exhibit 10-44, File No. 1-2578, Ohio Edison Company.)
(B) 10-17 -- Ohio Edison System Executive Incentive Compensation
Plan. (1995 Form 10-K, Exhibit 10-45,
File No. 1-2578, Ohio Edison Company.)
(B) 10-18 -- Ohio Edison System Restated and Amended Executive
Deferred Compensation Plan. (1995
Form 10-K, Exhibit 10-46, File No. 1-2578, Ohio Edison
Company.)
(B) 10-19 -- Ohio Edison System Restated and Amended Supplemental
Executive Retirement Plan. (1995
Form 10-K, Exhibit 10-47, File No. 1-2578, Ohio Edison
Company.)
10-20 -- Operating Agreement for Perry Unit No. 1 dated March
10, 1987, by and between the CAPCO Companies. (1987
Form 10-K, Exhibit 28-24, File No. 1-2578, Ohio Edison
Company.)
10-21 -- Operating Agreement for Bruce Mansfield Units Nos.
1, 2 and 3 dated as of June 1, 1976, and executed on
September 15, 1987, by and between the CAPCO Companies.
(1987 Form 10-K, Exhibit 28-25, File No. 1-2578, Ohio
Edison Company.)
10-22 -- Operating Agreement for W. H. Sammis Unit No. 7
dated as of September 1, 1971, by and
between the CAPCO Companies. (1987 Form 10-K, Exhibit
28-26, File No. 1-2578, Ohio Edison Company.)
10-23 -- OE-APS Power Interchange Agreement dated March 18,
1987, by and among Ohio Edison Company and Pennsylvania
Power Company, and Monongahela Power Company and West
Penn Power Company and The Potomac Edison Company.
(1987 Form 10-K, Exhibit 28-27, File No. 1-2578, of
Ohio Edison Company.)
10-24 -- OE-PEPCO Power Supply Agreement dated March 18,
1987, by and among Ohio Edison Company and Pennsylvania
Power Company and Potomac Electric Power Company. (1987
Form 10-K, Exhibit 28-28, File No. 1-2578, of Ohio
Edison Company.)
10-25 -- Supplement No. 1 dated as of April 28, 1987, to the
OE-PEPCO Power Supply Agreement dated March 18, 1987,
by and among Ohio Edison Company, Pennsylvania Power
Company and Potomac Electric Power Company. (1987 Form
10-K, Exhibit 28-29, File No. 1-2578, of Ohio Edison
Company.)
10-26 -- APS-PEPCO Power Resale Agreement dated March 18,
1987, by and among Monongahela Power Company, West Penn
Power Company, and The Potomac Edison Company and
Potomac Electric Power Company. (1987 Form 10-K,
Exhibit 28-30, File No. 1-2578, of Ohio Edison
Company.)
10-27 -- Pennsylvania Power Company Master Decommissioning
Trust Agreement for Beaver Valley Power
Station and Perry Nuclear Power Plant dated as of April
21, 1995. (Quarter ended June 30,
1995 Form 10-Q, Exhibit 10, File No. 1-3491.)
10-28 -- Nuclear Fuel Lease dated as of March 31, 1989,
between OES Fuel, Incorporated, as Lessor, and
Pennsylvania Power Company, as Lessee. (1989 Form 10-K,
Exhibit 10-39, File No. 1-3491.)
(A) 12.5 -- Fixed Charge Ratios
(A) 13.4 -- 2001 Annual Report to Stockholders. (Only those
portions expressly incorporated by
reference in this Form 10-K are to be deemed "filed"
with the Securities and Exchange Commission.)
(A) 23.3 -- Consent of Independent Public Accountants.
(A) 99 -- Letter to Securities and Exchange Commission
(A) -- Provided herein in electronic format as an exhibit.
(B) -- Management contract or compensatory plan contract or
arrangement filed pursuant to Item
601 of Regulation S-K.
Pursuant to Rule 14a-3(10) of the Securities Exchange
Act of 1934, the Company will furnish any exhibit in
this Report upon the payment of the Company's expenses
in furnishing such exhibit.
3. Exhibits - Common Exhibits to CEI and TE
Exhibit
Number
- ------
2(a) -- Agreement and Plan of Merger between Ohio Edison and
Centerior Energy dated as of September 13, 1996
(Exhibit (2)-1, Form S-4 File No. 333-21011, filed by
FirstEnergy).
2(b) -- Merger Agreement by and among Centerior Acquisition
Corp., FirstEnergy and Centerior (Exhibit (2)-3, Form
S-4 File No. 333-21011, filed by FirstEnergy).
4(a) -- Rights Agreement (Exhibit 4, June 25, 1996 Form 8-K,
File Nos. 1-9130, 1-2323 and 1-3583).
4(b)(1) -- Form of Note Indenture between Cleveland Electric,
Toledo Edison and The Chase Manhattan Bank, as Trustee
dated as of June 13, 1997 (Exhibit 4(c), Form S-4 File
No. 333-35931, filed by Cleveland Electric and Toledo
Edison).
4(b)(2) -- Form of First Supplemental Note Indenture between
Cleveland Electric, Toledo Edison and The Chase
Manhattan Bank, as Trustee dated as of June 13, 1997
(Exhibit 4(d), Form S-4 File No. 333-35931, filed by
Cleveland Electric and Toledo Edison).
10b(1)(a) -- CAPCO Administration Agreement dated November 1,
1971, as of September 14, 1967, among the CAPCO Group
members regarding the organization and procedures for
implementing the objectives of the CAPCO Group (Exhibit
5(p), Amendment No. 1, File No. 2-42230, filed by
Cleveland Electric).
10b(1)(b) -- Amendment No. 1, dated January 4, 1974, to CAPCO
Administration Agreement among the CAPCO Group members
(Exhibit 5(c)(3), File No. 2-68906, filed by Ohio
Edison).
10b(2) -- CAPCO Transmission Facilities Agreement dated
November 1, 1971, as of September 14, 1967, among the
CAPCO Group members regarding the installation,
operation and maintenance of transmission facilities to
carry out the objectives of the CAPCO Group (Exhibit
5(q), Amendment No. 1, File No. 2-42230, filed by
Cleveland Electric).
10b(2)(1) -- Amendment No. 1 to CAPCO Transmission Facilities
Agreement, dated December 23, 1993 and
effective as of January 1, 1993, among the CAPCO Group
members regarding requirements for payment of invoices
at specified times, for payment of interest on
non-timely paid invoices, for restricting
adjustment of invoices after a four-year period,
and for revising the method for computing the
Investment Responsibility charge for use of a
member's transmission facilities (Exhibit 10b(2)(1),
1993 Form 10-K, File Nos. 1-9130, 1-2323 and 1-3583).
10b(3) -- CAPCO Basic Operating Agreement As Amended January
1, 1993 among the CAPCO Group members regarding
coordinated operation of the members' systems (Exhibit
10b(3), 1993 Form 10-K, File Nos. 1-9130, 1-2323 and
1-3583).
10b(4) -- Agreement for the Termination or Construction of
Certain Agreement By and Among the CAPCO Group members,
dated December 23, 1993 and effective as of September
1, 1980 (Exhibit 10b(4), 1993 Form 10-K, File Nos.
1-9130, 1-2323 and 1-3583).
10b(5) -- Construction Agreement, dated July 22, 1974, among
the CAPCO Group members and relating to the Perry
Nuclear Plant (Exhibit 5 (yy), File No. 2-52251, filed
by Toledo Edison).
10b(6) -- Contract, dated as of December 5, 1975, among the
CAPCO Group members for the construction of Beaver
Valley Unit No. 2 (Exhibit 5 (g), File No. 2-52996,
filed by Cleveland Electric).
10b(7) -- Amendment No. 1, dated May 1, 1977, to Contract,
dated as of December 5, 1975, among the CAPCO Group
members for the construction of Beaver Valley Unit No.
2 (Exhibit 5(d)(4), File No. 2-60109, filed by Ohio
Edison).
10d(1)(a) -- Form of Collateral Trust Indenture among CTC Beaver
Valley Funding Corporation, Cleveland Electric, Toledo
Edison and Irving Trust Company, as Trustee (Exhibit
4(a), File No. 33-18755, filed by Cleveland Electric
and Toledo Edison).
10d(1)(b) -- Form of Supplemental Indenture to Collateral Trust
Indenture constituting Exhibit 10d(1)(a) above,
including form of Secured Lease Obligation bond
(Exhibit 4(b), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
10d(1)(c) -- Form of Collateral Trust Indenture among Beaver
Valley II Funding Corporation, The Cleveland Electric
Illuminating Company and The Toledo Edison Company and
The Bank of New York, as Trustee (Exhibit (4)(a), File
No. 33-46665, filed by Cleveland Electric and Toledo
Edison).
10d(1)(d) -- Form of Supplemental Indenture to Collateral Trust
Indenture constituting Exhibit 10d(1)(c) above,
including form of Secured Lease Obligation Bond
(Exhibit (4)(b), File No. 33-46665, filed by Cleveland
Electric and Toledo Edison).
10d(2)(a) -- Form of Collateral Trust Indenture among CTC
Mansfield Funding Corporation, Cleveland Electric,
Toledo Edison and IBJ Schroder Bank & Trust Company, as
Trustee (Exhibit 4(a), File No. 33-20128, filed by
Cleveland Electric and Toledo Edison).
10d(2)(b) -- Form of Supplemental Indenture to Collateral Trust
Indenture constituting Exhibit 10d(2)(a) above,
including forms of Secured Lease Obligation bonds
(Exhibit 4(b), File No. 33-20128, filed by Cleveland
Electric and Toledo Edison).
10d(3)(a) -- Form of Facility Lease dated as of September 15,
1987 between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement dated as of
September 15, 1987 with the limited partnership Owner
Participant named therein, Lessor, and Cleveland
Electric and Toledo Edison, Lessee (Exhibit 4(c), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(3)(b) -- Form of Amendment No. 1 to Facility Lease
constituting Exhibit 10d(3)(a) above (Exhibit 4(e),
File No. 33-18755, filed by Cleveland Electric and
Toledo Edison).
10d(4)(a) -- Form of Facility Lease dated as of September 15,
1987 between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement dated as of
September 15, 1987 with the corporate Owner Participant
named therein, Lessor, and Cleveland Electric and
Toledo Edison, Lessees (Exhibit 4(d), File No.
33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(4)(b) -- Form of Amendment No. 1 to Facility Lease
constituting Exhibit 10d(4)(a) above (Exhibit 4(f),
File No. 33-18755, filed by Cleveland Electric and
Toledo Edison).
10d(5)(a) -- Form of Facility Lease dated as of September 30,
1987 between Meridian Trust Company, as Owner Trustee
under a Trust Agreement dated as of September 30, 1987
with the Owner Participant named therein, Lessor, and
Cleveland Electric and Toledo Edison, Lessees (Exhibit
4(c), File No. 33-20128, filed by Cleveland Electric
and Toledo Edison).
10d(5)(b) -- Form of Amendment No. 1 to the Facility Lease
constituting Exhibit 10d(5)(a) above (Exhibit 4(f),
File No. 33-20128, filed by Cleveland Electric and
Toledo Edison).
10d(6)(a) -- Form of Participation Agreement dated as of
September 15, 1987 among the limited partnership Owner
Participant named therein, the Original Loan
Participants listed in Schedule 1 thereto, as Original
Loan Participants, CTC Beaver Valley Fund Corporation,
as Funding Corporation, The First National Bank of
Boston, as Owner Trustee, Irving Trust Company, as
Indenture Trustee, and Cleveland Electric and Toledo
Edison, as Lessees (Exhibit 28(a), File No. 33-18755,
filed by Cleveland Electric And Toledo Edison).
10d(6)(b) -- Form of Amendment No. 1 to Participation Agreement
constituting Exhibit 10d(6)(a) above (Exhibit 28(c),
File No. 33-18755, filed by Cleveland Electric and
Toledo Edison).
10d(7)(a) -- Form of Participation Agreement dated as of
September 15, 1987 among the corporate Owner
Participant named therein, the Original Loan
Participants listed in Schedule 1 thereto, as Owner
Loan Participants, CTC Beaver Valley Funding
Corporation, as Funding Corporation, The First National
Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee, and Cleveland Electric and Toledo
Edison, as Lessees (Exhibit 28(b), File No. 33-18755,
filed by Cleveland Electric and Toledo Edison).
10d(7)(b) -- Form of Amendment No. 1 to Participation Agreement
constituting Exhibit 10d(7)(a) above (Exhibit 28(d),
File No. 33-18755, filed by Cleveland Electric and
Toledo Edison).
10d(8)(a) -- Form of Participation Agreement dated as of
September 30, 1987 among the Owner Participant named
therein, the Original Loan Participants listed in
Schedule II thereto, as Owner Loan Participants, CTC
Mansfield Funding Corporation, Meridian Trust Company,
as Owner Trustee, IBJ Schroder Bank & Trust Company, as
Indenture Trustee, and Cleveland Electric and Toledo
Edison, as Lessees (Exhibit 28(a), File No. 33-0128,
filed by Cleveland Electric and Toledo Edison).
10d(8)(b) -- Form of Amendment No. 1 to the Participation
Agreement constituting Exhibit 10d(8)(a) above (Exhibit
28(b), File No. 33-20128, filed by Cleveland Electric
and Toledo Edison).
10d(9) -- Form of Ground Lease dated as of September 15, 1987
between Toledo Edison, Ground Lessor, and The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with the Owner
Participant named therein, Tenant (Exhibit 28(e), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(10) -- Form of Site Lease dated as of September 30, 1987
between Toledo Edison, Lessor, and Meridian Trust
Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant
named therein, Tenant (Exhibit 28(c), File No.
33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(11) -- Form of Site Lease dated as of September 30, 1987
between Cleveland Electric, Lessor, and Meridian Trust
Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant
named therein, Tenant (Exhibit 28(d), File No.
33-20128, filed by Cleveland Electric and Toledo
Edison).
10d(12) -- Form of Amendment No. 1 to the Site Leases
constituting Exhibits 10d(10) and 10d(11) above
(Exhibit 4(f), File No. 33-20128, filed by Cleveland
Electric and Toledo Edison).
10d(13) -- Form of Assignment, Assumption and Further Agreement
dated as of September 15, 1987 among The First National
Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with the Owner
Participant named therein, Cleveland Electric,
Duquesne, Ohio Edison, Pennsylvania Power and Toledo
Edison (Exhibit 28(f), File No. 33-18755, filed by
Cleveland Electric and Toledo Edison).
10d(14) -- Form of Additional Support Agreement dated as of
September 15, 1987 between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987 with the Owner Participant
named therein, and Toledo Edison (Exhibit 28(g), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(15) -- Form of Support Agreement dated as of September 30,
1987 between Meridian Trust Company, as Owner Trustee
under a Trust Agreement dated as of September 30, 1987
with the Owner Participant named therein, Toledo
Edison, Cleveland Electric, Duquesne, Ohio Edison and
Pennsylvania Power (Exhibit 28(e), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
10d(16) -- Form of Indenture, Bill of Sale, Instrument of
Transfer and Severance Agreement dated as of September
30, 1987 between Toledo Edison, Seller, and The First
National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with the Owner
Participant named therein, Buyer (Exhibit 28(h), File
No. 33-18755, filed by Cleveland Electric and Toledo
Edison).
10d(17) -- Form of Bill of Sale, Instrument of Transfer and
Severance Agreement dated as of September 30, 1987
between Toledo Edison, Seller, and Meridian Trust
Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant
named therein, Buyer (Exhibit 28(f), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
10d(18) -- Form of Bill of Sale, Instrument of Transfer and
Severance Agreement dated as of September 30, 1987
between Cleveland Electric, Seller, and Meridian Trust
Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant
named therein, Buyer (Exhibit 28(g), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
10d(19) -- Forms of Refinancing Agreement, including exhibits
thereto, among the Owner Participant named therein, as
Owner Participant, CTC Beaver Valley Funding
Corporation, as Funding Corporation, Beaver Valley II
Funding Corporation, as New Funding Corporation, The
Bank of New York, as Indenture Trustee, The Bank of New
York, as New Collateral Trust Trustee, and The
Cleveland Electric Illuminating Company and The Toledo
Edison Company, as Lessees (Exhibit (28)(e)(i), File
No. 33-46665, filed by Cleveland Electric and Toledo
Edison).
10d(20)(a) -- Form of Amendment No. 2 to Facility Lease among
Citicorp Lescaman, Inc., Cleveland Electric and Toledo
Edison (Exhibit 10(a), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
10d(20)(b) -- Form of Amendment No. 3 to Facility Lease among
Citicorp Lescaman, Inc., Cleveland Electric and Toledo
Edison (Exhibit 10(b), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
10d(21)(a) -- Form of Amendment No. 2 to Facility Lease among US
West Financial Services, Inc., Cleveland Electric and
Toledo Edison (Exhibit 10(c), Form S-4 File No.
333-47651, filed by Cleveland Electric).
10d(21)(b) -- Form of Amendment No. 3 to Facility Lease among US
West Financial Services, Inc., Cleveland Electric and
Toledo Edison (Exhibit 10(d), Form S-4 File No.
333-47651, filed by Cleveland Electric).
10d(22) -- Form of Amendment No. 2 to Facility Lease among
Midwest Power Company, Cleveland Electric and Toledo
Edison (Exhibit 10(e), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
10e(1) -- Centerior Energy Corporation Equity
Compensation Plan (Exhibit 99, Form S-8,
File No. 33-59635).
3. Exhibits - Cleveland Electric Illuminating (CEI)
3a -- Amended Articles of Incorporation of CEI, as amended,
effective May 28, 1993 (Exhibit 3a,
1993 Form 10-K, File No. 1-2323).
3b -- Regulations of CEI, dated April 29, 1981, as
amended effective October 1, 1988 and April 24, 1990
(Exhibit 3b, 1990 Form 10-K, File No. 1-2323).
(A)3c -- Amended and Restated Code of Regulations, dated March
15, 2002.
(B)4b(1) -- Mortgage and Deed of Trust between CEI and Guaranty
Trust Company of New York (now The Chase Manhattan Bank
(National Association)), as Trustee, dated July 1, 1940
(Exhibit 7(a), File No. 2-4450).
Supplemental Indentures between CEI and the Trustee,
supplemental to Exhibit 4b(1), dated as follows:
4b(2) -- July 1, 1940 (Exhibit 7(b), File No. 2-4450).
4b(3) -- August 18, 1944 (Exhibit 4(c), File No. 2-9887).
4b(4) -- December 1, 1947 (Exhibit 7(d), File No. 2-7306).
4b(5) -- September 1, 1950 (Exhibit 7(c), File No. 2-8587).
4b(6) -- June 1, 1951 (Exhibit 7(f), File No. 2-8994).
4b(7) -- May 1, 1954 (Exhibit 4(d), File No. 2-10830).
4b(8) -- March 1, 1958 (Exhibit 2(a)(4), File No. 2-13839).
4b(9) -- April 1, 1959 (Exhibit 2(a)(4), File No. 2-14753).
4b(10) -- December 20, 1967 (Exhibit 2(a)(4), File No. 2-30759).
4b(11) -- January 15, 1969 (Exhibit 2(a)(5), File No. 2-30759).
4b(12) -- November 1, 1969 (Exhibit 2(a)(4), File No. 2-35008).
4b(13) -- June 1, 1970 (Exhibit 2(a)(4), File No. 2-37235).
4b(14) -- November 15, 1970 (Exhibit 2(a)(4), File No. 2-38460).
4b(15) -- May 1, 1974 (Exhibit 2(a)(4), File No. 2-50537).
4b(16) -- April 15, 1975 (Exhibit 2(a)(4), File No. 2-52995).
4b(17) -- April 16, 1975 (Exhibit 2(a)(4), File No. 2-53309).
4b(18) -- May 28, 1975 (Exhibit 2(c), June 5, 1975 Form 8-A, File
No. 1-2323).
4b(19) -- February 1, 1976 (Exhibit 3(d)(6), 1975 Form 10 K, File
No. 1-2323).
4b(20) -- November 23, 1976 (Exhibit 2(a)(4), File No. 2-57375).
4b(21) -- July 26, 1977 (Exhibit 2(a)(4), File No. 2-59401).
4b(22) -- September 7, 1977 (Exhibit 2(a)(5), File No. 2-67221).
4b(23) -- May 1, 1978 (Exhibit 2(b), June 30, 1978 Form 10-Q,
File No. 1-2323).
4b(24) -- September 1, 1979 (Exhibit 2(a), September 30, 1979
Form 10-Q, File No. 1-2323).
4b(25) -- April 1, 1980 (Exhibit 4(a)(2), September 30, 1980 Form
10-Q, File No. 1-2323).
4b(26) -- April 15, 1980 (Exhibit 4(b), September 30, 1980 Form
10-Q, File No. 1-2323).
4b(27) -- May 28, 1980 (Exhibit 2(a)(4), Amendment No. 1, File
No. 2-67221).
4b(28) -- June 9, 1980 (Exhibit 4(d), September 30, 1980 Form
10-Q, File No. 1-2323).
4b(29) -- December 1, 1980 (Exhibit 4(b)(29), 1980 Form 10-K,
File No. 1-2323).
4b(30) -- July 28, 1981 (Exhibit 4(a), September 30, 1981, Form
10-Q, File No. 1-2323).
4b(31) -- August 1, 1981 (Exhibit 4(b), September 30, 1981, Form
10-Q, File No. 1-2323).
4b(32) -- March 1, 1982 (Exhibit 4(b)(3), Amendment No. 1, File
No. 2-76029).
4b(33) -- July 15, 1982 (Exhibit 4(a), September 30, 1982 Form
10-Q, File No. 1-2323).
4b(34) -- September 1, 1982 (Exhibit 4(a)(1), September 30, 1982
Form 10-Q, File No. 1-2323).
4b(35) -- November 1, 1982 (Exhibit (a)(2), September 30, 1982
Form 10-Q, File No. 1-2323).
4b(36) -- November 15, 1982 (Exhibit 4(b)(36), 1982 Form 10-K,
File No. 1-2323).
4b(37) -- May 24, 1983 (Exhibit 4(a), June 30, 1983 Form 10-Q,
File No. 1-2323).
4b(38) -- May 1, 1984 (Exhibit 4, June 30, 1984 Form 10-Q, File
No. 1-2323).
4b(39) -- May 23, 1984 (Exhibit 4, May 22, 1984 Form 8-K, File
No. 1-2323).
4b(40) -- June 27, 1984 (Exhibit 4, June 11, 1984 Form 8-K, File
No. 1-2323).
4b(41) -- September 4, 1984 (Exhibit 4b(41), 1984 Form 10-K, File
No. 1-2323).
4b(42) -- November 14, 1984 (Exhibit 4b(42), 1984 Form 10 K, File
No. 1-2323).
4b(43) -- November 15, 1984 (Exhibit 4b(43), 1984 Form 10-K, File
No. 1-2323).
4b(44) -- April 15, 1985 (Exhibit 4(a), May 8, 1985 Form 8-K,
File No. 1-2323).
4b(45) -- May 28, 1985 (Exhibit 4(b), May 8, 1985 Form 8-K, File
No. 1-2323).
4b(46) -- August 1, 1985 (Exhibit 4, September 30, 1985 Form
10-Q, File No. 1-2323).
4b(47) -- September 1, 1985 (Exhibit 4, September 30, 1985 Form
8-K, File No. 1-2323).
4b(48) -- November 1, 1985 (Exhibit 4, January 31, 1986 Form 8-K,
File No. 1-2323).
4b(49) -- April 15, 1986 (Exhibit 4, March 31, 1986 Form 10-Q,
File No. 1-2323).
4b(50) -- May 14, 1986 (Exhibit 4(a), June 30, 1986 Form 10-Q,
File No. 1-2323).
4b(51) -- May 15, 1986 (Exhibit 4(b), June 30, 1986 Form 10-Q,
File No. 1-2323).
4b(52) -- February 25, 1987 (Exhibit 4b(52), 1986 Form 10-K, File
No. 1-2323).
4b(53) -- October 15, 1987 (Exhibit 4, September 30, 1987 Form 10
-Q, File No. 1-2323).
4b(54) -- February 24, 1988 (Exhibit 4b(54), 1987 Form 10-K, File
No. 1-2323).
4b(55) -- September 15, 1988 (Exhibit 4b(55), 1988 Form 10-K,
File No. 1-2323).
4b(56) -- May 15, 1989 (Exhibit 4(a)(2)(i), File No. 33-32724).
4b(57) -- June 13, 1989 (Exhibit 4(a)(2)(ii), File No. 33-32724).
4b(58) -- October 15, 1989 (Exhibit 4(a)(2)(iii), File No.
33-32724).
4b(59) -- January 1, 1990 (Exhibit 4b(59), 1989 Form 10-K, File
No. 1-2323).
4b(60) -- June 1, 1990 (Exhibit 4(a). September 30, 1990 Form
10-Q, File No. 1-2323).
4b(61) -- August 1, 1990 (Exhibit 4(b), September 30, 1990 Form
10-Q, File No. 1-2323).
4b(62) -- May 1, 1991 (Exhibit 4(a), June 30, 1991 Form 10-Q,
File No. 1-2323).
4b(63) -- May 1, 1992 (Exhibit 4(a)(3), File No. 33-48845).
4b(64) -- July 31, 1992 (Exhibit 4(a)(3), File No. 33-57292).
4b(65) -- January 1, 1993 (Exhibit 4b(65), 1992 Form 10-K, File
No. 1-2323).
4b(66) -- February 1, 1993 (Exhibit 4b(66), 1992 Form 10-K, File
No. 1-2323).
4b(67) -- May 20, 1993 (Exhibit 4(a), July 14, 1993 Form 8-K,
File No. 1-2323).
4b(68) -- June 1, 1993 (Exhibit 4(b), July 14, 1993 Form 8-K,
File No. 1-2323).
4b(69) -- September 15, 1994 (Exhibit 4(a), September 30, 1994
Form 10-Q, File No. 1-2323).
4b(70) -- May 1, 1995 (Exhibit 4(a), September 30, 1995 Form
10-Q, File No. 1-2323).
4b(71) -- May 2, 1995 (Exhibit 4(b), September 30, 1995 Form
10-Q, File No. 1-2323).
4b(72) -- June 1, 1995 (Exhibit 4(c), September 30, 1995 Form
10-Q, File No. 1-2323).
4b(73) -- July 15, 1995 (Exhibit 4b(73), 1995 Form 10-K, File No.
1-2323).
4b(74) -- August 1, 1995 (Exhibit 4b(74), 1995 Form 10-K, File
No. 1-2323).
4b(75) -- June 15, 1997 (Exhibit 4(a), Form S-4 File No.
333-35931, filed by Cleveland Electric and
Toledo Edison).
4b(76) -- October 15, 1997 (Exhibit 4(a), Form S-4 File No.
333-47651, filed by Cleveland Electric).
4b(77) -- June 1, 1998 (Exhibit 4b(77), Form S-4 File No.
333-72891).
4b(78) -- October 1, 1998 (Exhibit 4b(78), Form S-4 File No.
333-72891).
4b(79) -- October 1, 1998 (Exhibit 4b(79), Form S-4 File No.
333-72891).
4b(80) -- February 24, 1999 (Exhibit 4b(80), Form S-4 File No.
333-72891).
4b(81) -- September 29, 1999. (Exhibit 4b(81), 1999 Form 10-K,
File No. 1-2323).
4b(82) -- January 15, 2000. (Exhibit 4b(82), 1999 Form 10-K,
File No. 1-2323).
4d -- Form of Note Indenture between Cleveland Electric
and The Chase Manhattan Bank, as
Trustee dated as of October 24, 1997 (Exhibit 4(b),
Form S-4 File No. 333-47651, filed by
Cleveland Electric).
4d(1) -- Form of Supplemental Note Indenture between
Cleveland Electric and The Chase Manhattan Bank, as
Trustee dated as of October 24, 1997 (Exhibit 4(c),
Form S-4 File No. 333-47651, filed by Cleveland
Electric).
10-1 -- Administration Agreement between the CAPCO Group
dated as of September 14, 1967.
(Registration No. 2-43102, Exhibit 5(c)(2).)
10-2 -- Amendment No. 1 dated January 4, 1974 to
Administration Agreement between the CAPCO Group
dated as of September 14, 1967. (Registration No.
2-68906, Exhibit 5(c)(3).)
10-3 -- Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967.
(Registration No. 2-43102, Exhibit 5(c)(3).)
10-4 -- Amendment No. 1 dated as of January 1, 1993 to
Transmission Facilities Agreement between the CAPCO
Group dated as of September 14, 1967. (1993 Form 10-K,
Exhibit 10-4.)
10-5 -- Agreement for the Termination or Construction of
Certain Agreements effective September 1, 1980, October
15, 1997 (Exhibit 4(a), Form S-4 File No. 333-47651,
filed by Cleveland Electric).
(A)12.3 -- Consolidated fixed charge ratios.
(A)13.2 -- 2001 Annual Report to Stockholders. (Only those
portions expressly incorporated by reference in this
Form 10-K are to be deemed "filed" with the SEC.)
(A)21.2 -- List of Subsidiaries of the Registrant at December 31,
2001.
(A)23.2 -- Consent of Independent Public Accountants.
(A) 99 -- Letter to Securities and Exchange Commission
(A) -- Provided herein in electronic format as an exhibit.
(B) -- Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of
Regulation S-K, CEI has not filed as an exhibit to this
Form 10-K any instrument with respect to long-term
debt if the total amount of securities authorized
thereunder does not exceed 10% of the total assets of
CEI, but hereby agrees to furnish to the Commission on
request any such instruments.
3. Exhibits - Toledo Edison (TE)
Exhibit
Number
- ------
3a -- Amended Articles of Incorporation of TE, as
amended effective October 2, 1992
(Exhibit 3a, 1992 Form 10-K, File No. 1-3583).
(A)3b -- Amended and Restated Code of Regulations, dated March
15, 2002.
(B)4b(1) -- Indenture, dated as of April 1, 1947, between TE and
The Chase National Bank of the City of New York (now
The Chase Manhattan Bank (National Association))
(Exhibit 2(b), File No. 2-26908).
4b(2) -- September 1, 1948 (Exhibit 2(d), File No. 2-26908).
4b(3) -- April 1, 1949 (Exhibit 2(e), File No. 2-26908).
4b(4) -- December 1, 1950 (Exhibit 2(f), File No. 2-26908).
4b(5) -- March 1, 1954 (Exhibit 2(g), File No. 2-26908).
4b(6) -- February 1, 1956 (Exhibit 2(h), File No. 2-26908).
4b(7) -- May 1, 1958 (Exhibit 5(g), File No. 2-59794).
4b(8) -- August 1, 1967 (Exhibit 2(c), File No. 2-26908).
4b(9) -- November 1, 1970 (Exhibit 2(c), File No. 2-38569).
4b(10) -- August 1, 1972 (Exhibit 2(c), File No. 2-44873).
4b(11) -- November 1, 1973 (Exhibit 2(c), File No. 2-49428).
4b(12) -- July 1, 1974 (Exhibit 2(c), File No. 2-51429).
4b(13) -- October 1, 1975 (Exhibit 2(c), File No. 2-54627).
4b(14) -- June 1, 1976 (Exhibit 2(c), File No. 2-56396).
4b(15) -- October 1, 1978 (Exhibit 2(c), File No. 2-62568).
4b(16) -- September 1, 1979 (Exhibit 2(c), File No. 2-65350).
4b(17) -- September 1, 1980 (Exhibit 4(s), File No. 2-69190).
4b(18) -- October 1, 1980 (Exhibit 4(c), File No. 2-69190).
4b(19) -- April 1, 1981 (Exhibit 4(c), File No. 2-71580).
4b(20) -- November 1, 1981 (Exhibit 4(c), File No. 2-74485).
4b(21) -- June 1, 1982 (Exhibit 4(c), File No. 2-77763).
4b(22) -- September 1, 1982 (Exhibit 4(x), File No. 2-87323).
4b(23) -- April 1, 1983 (Exhibit 4(c), March 31, 1983, Form 10-Q,
File No. 1-3583).
4b(24) -- December 1, 1983 (Exhibit 4(x), 1983 Form 10-K, File
No. 1-3583).
4b(25) -- April 1, 1984 (Exhibit 4(c), File No. 2-90059).
4b(26) -- October 15, 1984 (Exhibit 4(z), 1984 Form 10-K, File
No. 1-3583).
4b(27) -- October 15, 1984 (Exhibit 4(aa), 1984 Form 10-K, File
No. 1-3583).
4b(28) -- August 1, 1985 (Exhibit 4(dd), File No. 33-1689).
4b(29) -- August 1, 1985 (Exhibit 4(ee), File No. 33-1689).
4b(30) -- December 1, 1985 (Exhibit 4(c), File No. 33-1689).
4b(31) -- March 1, 1986 (Exhibit 4b(31), 1986 Form 10-K, File No.
1-3583).
4b(32) -- October 15, 1987 (Exhibit 4, September 30, 1987 Form
10-Q, File No. 1-3583).
4b(33) -- September 15, 1988 (Exhibit 4b(33), 1988 Form 10-K,
File No. 1-3583).
4b(34) -- June 15, 1989 (Exhibit 4b(34), 1989 Form 10-K, File No.
1-3583).
4b(35) -- October 15, 1989 (Exhibit 4b(35), 1989 Form 10-K, File
No. 1-3583).
4b(36) -- May 15, 1990 (Exhibit 4, June 30, 1990 Form 10-Q, File
No. 1-3583).
4b(37) -- March 1, 1991 (Exhibit 4(b), June 30, 1991 Form 10-Q,
File No. 1-3583).
4b(38) -- May 1, 1992 (Exhibit 4(a)(3), File No. 33-48844).
4b(39) -- August 1, 1992 (Exhibit 4b(39), 1992 Form 10-K, File
No. 1-3583).
4b(40) -- October 1, 1992 (Exhibit 4b(40), 1992 Form 10-K, File
No. 1-3583).
4b(41) -- January 1, 1993 (Exhibit 4b(41), 1992 Form 10-K, File
No. 1-3583).
4b(42) -- September 15, 1994 (Exhibit 4(b), September 30, 1994
Form 10-Q, File No. 1-3583).
4b(43) -- May 1, 1995 (Exhibit 4(d), September 30, 1995 Form
10-Q, File No. 1-3583).
4b(44) -- June 1, 1995 (Exhibit 4(e), September 30, 1995 Form
10-Q, File No. 1-3583).
4b(45) -- July 14, 1995 (Exhibit 4(f), September 30, 1995 Form
10-Q, File No. 1-3583).
4b(46) -- July 15, 1995 (Exhibit 4(g), September 30, 1995 Form
10-Q, File No. 1-3583).
4b(47) -- August 1, 1997 (Exhibit 4b(47), 1998 Form 10-K, File
No. 1-3583).
4b(48) -- June 1, 1998 (Exhibit 4b (48), 1998 Form 10-K, File No.
1-3583).
4b(49) -- January 15, 2000 (Exhibit 4b(49), 1999 Form 10-K, File
No. 1-3583).
4b(50) -- May 1, 2000 (Exhibit 4b(50), 2000 Form 10-K, File No.
1-3583).
4b(51) -- September 1, 2000
(A) 12.4 -- Consolidated fixed charge ratios.
(A) 13.3 -- 2001 Annual Report to Stockholders. (Only those
portions expressly incorporated by
reference in this Form 10-K are to be deemed "filed"
with the SEC.)
(A) 21.3 -- List of Subsidiaries of the Registrant at December 31,
2001.
(A) 99 -- Letter to Securities and Exchange Commission
(A) -- Provided herein in electronic format as an exhibit.
(B) -- Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of
Regulation S-K, TE has not filed as an exhibit to this
Form 10-K any instrument with respect to long-term
debt if the total amount of securities authorized
thereunder does not exceed 10% of the total assets of
TE, but hereby agrees to furnish to the Commission on
request any such instruments.
3. Exhibits - Combined Exhibits for JCP&L, Met-Ed and Penelec
Exhibit
Number
- ------
3-A -- Restated Certificate of Incorporation of JCP&L, as
amended - Incorporated by reference to Exhibit 3-A,
1990 Annual Report on Form 10-K, SEC File No. 1-3141.
3-A-1 -- Certificate of Amendment to Restated Certificate of
Incorporation of JCP&L, dated June 19, 1992 -
Incorporated by reference to Exhibit A-2(a),
Certificate Pursuant to Rule 24, SEC File No. 70-7949.
3-A-2 -- Certificate of Amendment to Restated Certificate of
Incorporation of JCP&L, dated June 19, 1992 -
Incorporated by reference to Exhibit A-2(a)(i),
Certificate Pursuant to Rule 24, SEC File No. 70-7949.
3-B -- By-Laws of JCP&L, as amended May 25, 1993 -
Incorporated by reference to Exhibit 3-B, 1993 Annual
Report on Form 10-K, SEC File No. 1-3141.
3-C -- Restated Articles of Incorporation of Met-Ed, dated
March 8, 1999 - Incorporated by reference to Exhibit
3-E, 1999 Annual Report on Form 10-K, SEC File No.
1-446.
3-D -- By-Laws of Met-Ed as amended May 16, 2000.
3-E -- Restated Articles of Incorporation of Penelec, dated
March 8, 1999 - Incorporated by reference to Exhibit
3-G, 1999 Annual Report on Form 10-K, SEC File No.
1-3522.
3-F -- By-Laws of Penelec as amended May 16, 2000.
4-A -- Indenture of JCP&L, dated March 1, 1946, between
JCP&L and United States Trust Company of New York,
Successor Trustee, as amended and supplemented by eight
supplemental indentures dated December 1, 1948 through
June 1, 1960 - Incorporated by reference to JCP&L's
Instruments of Indebtedness Nos. 1 to 7, inclusive, and
9 and 10 filed as part of Amendment No. 1 to 1959
Annual Report of GPU on Form U5S, SEC File Nos. 30-126
and 1-3292.
4-A-1 -- Ninth Supplemental Indenture of JCP&L, dated November
1, 1962 - Incorporated by reference
to Exhibit 2-C, Registration No. 2-20732.
4-A-2 -- Tenth Supplemental Indenture of JCP&L, dated October
1, 1963 - Incorporated by reference
to Exhibit 2-C, Registration No. 2-21645.
4-A-3 -- Eleventh Supplemental Indenture of JCP&L, dated
October 1, 1964 - Incorporated by
reference to Exhibit 5-A-3, Registration No. 2-59785.
4-A-4 -- Twelfth Supplemental Indenture of JCP&L, dated
November 1, 1965 - Incorporated by
reference to Exhibit 5-A-4, Registration No. 2-59785.
4-A-5 -- Thirteenth Supplemental Indenture of JCP&L, dated
August 1, 1966 - Incorporated by
reference to Exhibit 4-C, Registration No. 2-25124.
4-A-6 -- Fourteenth Supplemental Indenture of JCP&L, dated
September 1, 1967 - Incorporated by
reference to Exhibit 5-A-6, Registration No. 2-59785.
4-A-7 -- Fifteenth Supplemental Indenture of JCP&L, dated
October 1, 1968 - Incorporated by
reference to Exhibit 5-A-7, Registration No. 2-59785.
4-A-8 -- Sixteenth Supplemental Indenture of JCP&L, dated
October 1, 1969 - Incorporated by
reference to Exhibit 5-A-8, Registration No. 2-59785.
4-A-9 -- Seventeenth Supplemental Indenture of JCP&L, dated
June 1, 1970 - Incorporated by
reference to Exhibit 5-A-9, Registration No. 2-59785.
4-A-10 -- Eighteenth Supplemental Indenture of JCP&L, dated
December 1, 1970 - Incorporated by
reference to Exhibit 5-A-10, Registration No. 2-59785.
4-A-11 -- Nineteenth Supplemental Indenture of JCP&L, dated
February 1, 1971 - Incorporated by
reference to Exhibit 5-A-11, Registration No. 2-59785.
4-A-12 -- Twentieth Supplemental Indenture of JCP&L, dated
November 1, 1971 - Incorporated by
reference to Exhibit 5-A-12, Registration No. 2-59875.
4-A-13 -- Twenty-first Supplemental Indenture of JCP&L, dated
August 1, 1972 - Incorporated by
reference to Exhibit 5-A-13, Registration No. 2-59785.
4-A-14 -- Twenty-second Supplemental Indenture of JCP&L, dated
August 1, 1973 - Incorporated by
reference to Exhibit 5-A-14, Registration No. 2-59785.
4-A-15 -- Twenty-third Supplemental Indenture of JCP&L, dated
October 1, 1973 - Incorporated by
reference to Exhibit 5-A-15, Registration No. 2-59785.
4-A-16 -- Twenty-fourth Supplemental Indenture of JCP&L, dated
December 1, 1973 - Incorporated by
reference to Exhibit 5-A-16, Registration No. 2-59785.
4-A-17 -- Twenty-fifth Supplemental Indenture of JCP&L, dated
November 1, 1974 - Incorporated by
reference to Exhibit 5-A-17, Registration No. 2-59785.
4-A-18 -- Twenty-sixth Supplemental Indenture of JCP&L, dated
March 1, 1975 - Incorporated by
reference to Exhibit 5-A-18, Registration No. 2-59785.
4-A-19 -- Twenty-seventh Supplemental Indenture of JCP&L,
dated July 1, 1975 - Incorporated by
reference to Exhibit 5-A-19, Registration No. 2-59785.
4-A-20 -- Twenty-eighth Supplemental Indenture of JCP&L,
dated October 1, 1975 - Incorporated by
reference to Exhibit 5-A-20, Registration No. 2-59785.
4-A-21 -- Twenty-ninth Supplemental Indenture of JCP&L, dated
February 1, 1976 - Incorporated by
reference to Exhibit 5-A-21, Registration No. 2-59785.
4-A-22 -- Supplemental Indenture No. 29A of JCP&L, dated May
31, 1976 - Incorporated by reference
to Exhibit 5-A-22, Registration No. 2-59785.
4-A-23 -- Thirtieth Supplemental Indenture of JCP&L, dated June
1, 1976 - Incorporated by reference
to Exhibit 5-A-23, Registration No. 2-59785.
4-A-24 -- Thirty-first Supplemental Indenture of JCP&L,
dated May 1, 1977 - Incorporated by
reference to Exhibit 5-A-24, Registration No. 2-59785.
4-A-25 -- Thirty-second Supplemental Indenture of JCP&L,
dated January 20, 1978 - Incorporated by
reference to Exhibit 5-A-25, Registration No. 2-60438.
4-A-26 -- Thirty-third Supplemental Indenture of JCP&L, dated
January 1, 1979 - Incorporated by reference to Exhibit
A-20(b), Certificate Pursuant to Rule 24, SEC File No.
70-6242.
4-A-27 -- Thirty-fourth Supplemental Indenture of JCP&L, dated
June 1, 1979 - Incorporated by reference to Exhibit
A-28, Certificate Pursuant to Rule 24, SEC File No.
70-6290.
4-A-28 -- Thirty-sixth Supplemental Indenture of JCP&L, dated
October 1, 1979 - Incorporated by reference to Exhibit
A-30, Certificate Pursuant to Rule 24, SEC File No.
70-6354.
4-A-29 -- Thirty-seventh Supplemental Indenture of JCP&L,
dated September 1, 1984 - Incorporated by reference to
Exhibit A-1(cc), Certificate Pursuant to Rule 24, SEC
File No. 70-7001.
4-A-30 -- Thirty-eighth Supplemental Indenture of JCP&L, dated
July 1, 1985 - Incorporated by reference to Exhibit
A-1(dd), Certificate Pursuant to Rule 24, SEC File No.
70-7109.
4-A-31 -- Thirty-ninth Supplemental Indenture of JCP&L, dated
April 1, 1988 - Incorporated by reference to Exhibit
A-1(a), Certificate Pursuant to Rule 24, SEC File No.
70-7263.
4-A-32 -- Fortieth Supplemental Indenture of JCP&L, dated June
14, 1988 - Incorporated by reference to Exhibit
A-1(ff), Certificate Pursuant to Rule 24, SEC File No.
70-7603.
4-A-33 -- Forty-first Supplemental Indenture of JCP&L, dated
April 1, 1989 - Incorporated by reference to Exhibit
A-1(gg), Certificate Pursuant to Rule 24, SEC File No.
70-7603.
4-A-34 -- Forty-second Supplemental Indenture of JCP&L, dated
July 1, 1989 - Incorporated by reference to Exhibit
A-1(hh), Certificate Pursuant to Rule 24, SEC File No.
70-7603.
4-A-35 -- Forty-third Supplemental Indenture of JCP&L, dated
March 1, 1991 - Incorporated by
reference to Exhibit 4-A-35, Registration No. 33-45314.
4-A-36 -- Forty-fourth Supplemental Indenture of JCP&L, dated
March 1, 1992 - Incorporated by
reference to Exhibit 4-A-36, Registration No. 33-49405.
4-A-37 -- Forty-fifth Supplemental Indenture of JCP&L, dated
October 1, 1992 - Incorporated by
reference to Exhibit 4-A-37, Registration No. 33-49405.
4-A-38 -- Forty-sixth Supplemental Indenture of JCP&L, dated
April 1, 1993 - Incorporated by reference to Exhibit
C-15, 1992 Annual Report of GPU on Form U5S, SEC File
No. 30-126.
4-A-39 -- Forty-seventh Supplemental Indenture of JCP&L, dated
April 10, 1993 - Incorporated by reference to Exhibit
C-16, 1992 Annual Report of GPU on Form U5S, SEC File
No. 30-126.
4-A-40 -- Forty-eighth Supplemental Indenture of JCP&L, dated
April 15, 1993 - Incorporated by reference to Exhibit
C-17, 1992 Annual Report of GPU on Form U5S, SEC File
No. 30-126.
4-A-41 -- Forty-ninth Supplemental Indenture of JCP&L, dated
October 1, 1993 - Incorporated by reference to Exhibit
C-18, 1993 Annual Report of GPU on Form U5S, SEC File
No. 30-126.
4-A-42 -- Fiftieth Supplemental Indenture of JCP&L, dated
August 1, 1994 - Incorporated by reference to Exhibit
C-19, 1994 Annual Report of GPU on Form U5S, SEC File
No. 30-126.
4-A-43 -- Fifty-first Supplemental Indenture of JCP&L, dated
August 15, 1996 - Incorporated by reference to Exhibit
4-A-43, 1996 Annual Report on Form 10-K, SEC File No.
1-6047.
4-A-44 -- Fifty-second Supplemental Indenture of JCP&L,
dated July 1, 1999 - Incorporated by
reference to Exhibit 4-B-44, Registration No.
333-88783.
4-A-45 -- Fifty-third Supplemental Indenture of JCP&L, dated
November 1, 1999 - Incorporated by reference to Exhibit
4-A-45, 1999 Annual Report on Form 10-K, SEC File No.
1-3141.
4-A-46 -- Subordinated Debenture Indenture of JCP&L, dated May
1, 1995 - Incorporated by reference to Exhibit A-8(a),
Certificate Pursuant to Rule 24, SEC File No. 70-8495.
(A) 4-A-47 -- Fifty-fourth Supplemental Indenture of JCP&L, dated
November 7, 2001.
4-B -- Indenture of Met-Ed, dated November 1, 1944, between
Met-Ed and United States Trust Company of New York,
Successor Trustee, as amended and supplemented by
fourteen supplemental indentures dated February 1, 1947
through May 1, 1960 - Incorporated by reference to
Met-Ed's Instruments of Indebtedness Nos. 1 to 14
inclusive, and 16, filed as part of Amendment No. 1 to
1959 Annual Report of GPU on Form U5S, SEC File Nos.
30-126 and 1-3292.
4-B-1 -- Supplemental Indenture of Met-Ed, dated December 1,
1962 - Incorporated by reference to
Exhibit 2-E(1), Registration No. 2-59678.
4-B-2 -- Supplemental Indenture of Met-Ed, dated March 20,
1964 - Incorporated by reference to
Exhibit 2-E(2), Registration No. 2-59678.
4-B-3 -- Supplemental Indenture of Met-Ed, dated July 1, 1965
- Incorporated by reference to
Exhibit 2-E(3), Registration No. 2-59678.
4-B-4 -- Supplemental Indenture of Met-Ed, dated June 1, 1966
- Incorporated by reference to
Exhibit 2-B-4, Registration No. 2-24883.
4-B-5 -- Supplemental Indenture of Met-Ed, dated March 22,
1968 - Incorporated by reference to
Exhibit 4-C-5, Registration No. 2-29644.
4-B-6 -- Supplemental Indenture of Met-Ed, dated September 1,
1968 - Incorporated by reference to
Exhibit 2-E(6), Registration No. 2-59678.
4-B-7 -- Supplemental Indenture of Met-Ed, dated August 1,
1969 - Incorporated by reference to
Exhibit 2-E(7), Registration No. 2-59678.
4-B-8 -- Supplemental Indenture of Met-Ed, dated November 1,
1971 - Incorporated by reference to
Exhibit 2-E(8), Registration No. 2-59678.
4-B-9 -- Supplemental Indenture of Met-Ed, dated May 1, 1972
- Incorporated by reference to
Exhibit 2-E(9), Registration No. 2-59678.
4-B-10 -- Supplemental Indenture of Met-Ed, dated December 1,
1973 - Incorporated by reference to
Exhibit 2-E(10), Registration No. 2-59678.
4-B-11 -- Supplemental Indenture of Met-Ed, dated October 30,
1974 - Incorporated by reference to
Exhibit 2-E(11), Registration No. 2-59678.
4-B-12 -- Supplemental Indenture of Met-Ed, dated October 31,
1974 - Incorporated by reference to
Exhibit 2-E(12), Registration No. 2-59678.
4-B-13 -- Supplemental Indenture of Met-Ed, dated March 20,
1975 - Incorporated by reference to
Exhibit 2-E(13), Registration No. 2-59678.
4-B-14 -- Supplemental Indenture of Met-Ed, dated September 25,
1975 - Incorporated by reference to
Exhibit 2-E(15), Registration No. 2-59678.
4-B-15 -- Supplemental Indenture of Met-Ed, dated January 12,
1976 - Incorporated by reference to
Exhibit 2-E(16), Registration No. 2-59678.
4-B-16 -- Supplemental Indenture of Met-Ed, dated March 1,
1976 - Incorporated by reference to
Exhibit 2-E(17), Registration No. 2-59678.
4-B-17 -- Supplemental Indenture of Met-Ed, dated September 28,
1977 - Incorporated by reference to
Exhibit 2-E(18), Registration No. 2-62212.
4-B-18 -- Supplemental Indenture of Met-Ed, dated January 1,
1978 - Incorporated by reference to
Exhibit 2-E(19), Registration No. 2-62212.
4-B-19 -- Supplemental Indenture of Met-Ed, dated September 1,
1978 - Incorporated by reference to
Exhibit 4-A(19), Registration No. 33-48937.
4-B-20 -- Supplemental Indenture of Met-Ed, dated June 1, 1979
- Incorporated by reference to
Exhibit 4-A(20), Registration No. 33-48937.
4-B-21 -- Supplemental Indenture of Met-Ed, dated January 1,
1980 - Incorporated by reference to
Exhibit 4-A(21), Registration No. 33-48937.
4-B-22 -- Supplemental Indenture of Met-Ed, dated September 1,
1981 - Incorporated by reference to
Exhibit 4-A(22), Registration No. 33-48937.
4-B-23 -- Supplemental Indenture of Met-Ed, dated September 10,
1981 - Incorporated by reference to
Exhibit 4-A(23), Registration No. 33-48937.
4-B-24 -- Supplemental Indenture of Met-Ed, dated December 1,
1982 - Incorporated by reference to
Exhibit 4-A(24), Registration No. 33-48937.
4-B-25 -- Supplemental Indenture of Met-Ed, dated September 1,
1983 - Incorporated by reference to
Exhibit 4-A(25), Registration No. 33-48937.
4-B-26 -- Supplemental Indenture of Met-Ed, dated September 1,
1984 - Incorporated by reference to
Exhibit 4-A(26), Registration No. 33-48937.
4-B-27 -- Supplemental Indenture of Met-Ed, dated March 1,
1985 - Incorporated by reference to
Exhibit 4-A(27), Registration No. 33-48937.
4-B-28 -- Supplemental Indenture of Met-Ed, dated September 1,
1985 - Incorporated by reference to
Exhibit 4-A(28), Registration No. 33-48937.
4-B-29 -- Supplemental Indenture of Met-Ed, dated June 1, 1988
- Incorporated by reference to
Exhibit 4-A(29), Registration No. 33-48937.
4-B-30 -- Supplemental Indenture of Met-Ed, dated April 1,
1990 - Incorporated by reference to
Exhibit 4-A(30), Registration No. 33-48937.
4-B-31 -- Amendment dated May 22, 1990 to Supplemental
Indenture of Met-Ed, dated April 1, 1990 -
Incorporated by reference to Exhibit 4-A(31),
Registration No. 33-48937.
4-B-32 -- Supplemental Indenture of Met-Ed, dated September 1,
1992 - Incorporated by reference to
Exhibit 4-A(32)(a), Registration No. 33-48937.
4-B-33 -- Supplemental Indenture of Met-Ed, dated December 1,
1993 - Incorporated by reference to Exhibit C-58, 1993
Annual Report of GPU on Form U5S, SEC File No. 30-126.
4-B-34 -- Supplemental Indenture of Met-Ed, dated July 15,
1995 - Incorporated by reference to Exhibit 4-B-35,
1995 Annual Report on Form 10-K, SEC File No. 1-446.
4-B-35 -- Supplemental Indenture of Met-Ed, dated August 15,
1996 - Incorporated by reference to Exhibit 4-B-35,
1996 Annual Report on Form 10-K, SEC File No. 1-446.
4-B-36 -- Supplemental Indenture of Met-Ed, dated May 1, 1997
- Incorporated by reference to Exhibit 4-B-36, 1997
Annual Report on Form 10-K, SEC File No. 1-446.
4-B-37 -- Supplemental Indenture of Met-Ed, dated July 1, 1999
- Incorporated by reference to Exhibit 4-B-38, 1999
Annual Report on Form 10-K, SEC File No. 1-446.
4-B-38 -- Indenture between Met-Ed and United States Trust
Company of New York, dated May 1, 1999 - Incorporated
by reference to Exhibit A-11(a), Certificate Pursuant
to Rule 24, SEC File No. 70-9329.
4-B-39 -- Senior Note Indenture between Met-Ed and United
States Trust Company of New York, dated July 1, 1999
Incorporated by reference to Exhibit C-154 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, SEC
File No. 30-126.
4-B-40 -- First Supplemental Indenture between Met-Ed and
United States Trust Company of New York, dated August
1, 2000 - Incorporated by reference to Exhibit 4-A,
June 30, 2000 Quarterly Report on Form 10-Q, SEC File
No. 1-446.
(A) 4-B-41 -- Supplemental Indenture of Met-Ed, dated May 1, 2001.
4-C -- Mortgage and Deed of Trust of Penelec, dated January
1, 1942, between Penelec and United States Trust
Company of New York, Successor Trustee, and indentures
supplemental thereto dated March 7, 1942 through May 1,
1960 - Incorporated by reference to Penelec's
Instruments of Indebtedness Nos. 1-20, inclusive, filed
as a part of Amendment No. 1 to 1959 Annual Report of
GPU on Form U5S, SEC File Nos. 30-126 and 1-3292.
4-C-1 -- Supplemental Indentures to Mortgage and Deed of
Trust of Penelec, dated May 1, 1961 through December 1,
1977 - Incorporated by reference to Exhibit 2-D(1) to
2-D(19), Registration No. 2-61502.
4-C-2 -- Supplemental Indenture of Penelec, dated June 1,
1978 - Incorporated by reference to
Exhibit 4-A(2), Registration No. 33-49669.
4-C-3 -- Supplemental Indenture of Penelec, dated June 1,
1979 - Incorporated by reference to
Exhibit 4-A(3), Registration No. 33-49669.
4-C-4 -- Supplemental Indenture of Penelec, dated September 1,
1984 - Incorporated by reference to
Exhibit 4-A(4), Registration No. 33-49669.
4-C-5 -- Supplemental Indenture of Penelec, dated December 1,
1985 - Incorporated by reference to
Exhibit 4-A(5), Registration No. 33-49669.
4-C-6 -- Supplemental Indenture of Penelec, dated December 1,
1986 - Incorporated by reference to
Exhibit 4-A(6), Registration No. 33-49669.
4-C-7 -- Supplemental Indenture of Penelec, dated May 1, 1989
- Incorporated by reference to
Exhibit 4-A(7), Registration No. 33-49669.
4-C-8 -- Supplemental Indenture of Penelec, dated December 1,
1990-Incorporated by reference to Exhibit 4-A(8),
Registration No. 33-45312.
4-C-9 -- Supplemental Indenture of Penelec, dated March 1,
1992 - Incorporated by reference to
Exhibit 4-A(9), Registration No. 33-45312.
4-C-10 -- Supplemental Indenture of Penelec, dated June 1,
1993 - Incorporated by reference to Exhibit C-73, 1993
Annual Report of GPU on Form U5S, SEC File No. 30-126.
4-C-11 -- Supplemental Indenture of Penelec, dated November 1,
1995 - Incorporated by reference to Exhibit 4-C-11,
1995 Annual Report on Form 10-K, SEC File No. 1-3522.
4-C-12 -- Supplemental Indenture of Penelec, dated August 15,
1996 - Incorporated by reference to Exhibit 4-C-12,
1996 Annual Report on Form 10-K, SEC File No. 1-3522.
4-C-13 -- Senior Note Indenture between Penelec and United
States Trust Company of New York, dated April 1, 1999 -
Incorporated by reference to Exhibit 4-C-13, 1999
Annual Report on Form 10-K, SEC File No. 1-3522.
4-C-14 -- Indenture between Penelec and United States Trust
Company of New York, dated June 1, 1999 - Incorporated
by reference to Exhibit A-11(a), Certificate Pursuant
to Rule 24, SEC File No. 70-9327.
4-C-15 -- First Supplemental Indenture between Penelec and
United States Trust Company of New York, dated August
1, 2000 - Incorporated by reference to Exhibit 4-B,
June 30, 2000 Quarterly Report on Form 10-Q, SEC File
No. 1-3522.
(A) 4-C-16 -- Supplemental Indenture of Penelec, dated May 1, 2001.
(A) 4-C-17 -- Supplemental Indenture No. 1 of Penelec, dated May 1,
2001.
4-D -- Amended and Restated Limited Partnership Agreement
of JCP&L Capital, L.P., dated May 11, 1995 -
Incorporated by reference to Exhibit A-5(a),
Certificate Pursuant to Rule 24, SEC File No. 70-8495.
4-E -- Action Creating Series A Preferred Securities of
JCP&L Capital, L.P., dated May 11, 1995 - Incorporated
by reference to Exhibit A-6(a), Certificate Pursuant to
Rule 24, SEC File No. 70-8495.
4-F -- Payment and Guarantee Agreement of JCP&L, dated May
18, 1995 - Incorporated by reference to Exhibit B-1(a),
Certificate Pursuant to Rule 24, SEC File No. 70-8495.
4-G -- Payment and Guarantee Agreement of Met-Ed, dated May
28, 1999 - Incorporated by reference to Exhibit B-1(a),
Certificate Pursuant to Rule 24, SEC No. 70-9329.
4-H -- Amendment No. 1 to Payment and Guarantee Agreement
of Met-Ed, dated November 23, 1999 - Incorporated by
reference to Exhibit 4-H, 1999 Annual Report on Form
10-K, SEC File No. 1-446.
4-I -- Payment and Guarantee Agreement of Penelec, dated
June 16, 1999 - Incorporated by reference to Exhibit
B-1(a), Certificate Pursuant to Rule 24, SEC File No.
70-9327.
4-J -- Amendment No. 1 to Payment and Guarantee Agreement
of Penelec, dated November 23, 1999 - Incorporated by
reference to Exhibit 4-J, 1999 Annual Report on Form
10-K, SEC File No. 1-3522.
* 10-A -- Deferred Remuneration Plan for Outside
Directors of Jersey Central Power & Light Company, as
amended and restated effective August 8, 2000. (2000
Form 10-K, Exhibit 10-H, File No.
1-3141, Jersey Central Power & Light Company.)
*(A) 10-B -- Form of Amendment, effective November 7, 2001, to
Deferred Remuneration Plan for Outside Directors of
Jersey Central Power and Light Company.
(A) 12.6 -- Consolidated fixed charge ratios - JCP&L.
(A) 12.7 -- Consolidated fixed charge ratios - Penelec.
(A) 12.8 -- Consolidated fixed charge ratios - Met-Ed.
(A) 13.5 -- 2001 Annual Report to Stockholders - JCP&L.
(Only those portions expressly incorporated by
reference in this Form 10-K are to be deemed "filed"
with SEC.)
(A) 13.6 -- 2001 Annual Report to Stockholders - Met-Ed.
(Only those portions expressly incorporated by
reference in this Form 10-K are to be deemed "filed"
with SEC.)
(A) 13.7 -- 2001 Annual Report to Stockholders - Penelec.
(Only those portions expressly incorporated by
reference in this Form 10-K are to be deemed "filed"
with SEC.)
(A) 21.4 -- List of Subsidiaries of JCP&L at December 31, 2001.
(A) 21.5 -- List of Subsidiaries of Met-Ed at December 31, 2001.
(A) 21.6 -- List of Subsidiaries of Penelec at December 31, 2001.
(A) 23.4 -- Consent of Independent Public Accountants - JCP&L.
(A) 23.5 -- Consent of Independent Public Accountants - JCP&L.
(A) 23.6 -- Consent of Independent Public Accountants - Met-Ed.
(A) 23.7 -- Consent of Independent Public Accountants - Met-Ed.
(A) 23.8 -- Consent of Independent Public Accountants - Penelec.
(A) 23.9 -- Consent of Independent Public Accountants - Penelec.
(A) 99 -- Letter to Securities and Exchange Commission.
(A) -- Provided here in electronic format as an exhibit.
(b) Reports on Form 8-K
FirstEnergy-
------------
The Company filed nine reports on Form 8-K since September 30, 2001. A
report dated October 18, 2001 reported Utilicorp's offer to acquire Midlands
Electricity for $2.1 billion. A report dated October 29, 2001 announced the
merger effective date and other information. A report dated November 7, 2001
reported the merger of FirstEnergy and GPU effective November 7, 2001. A report
dated November 29, 2001 reported an agreement to sell four coal-fired power
plants in Ohio. A report dated February 21, 2002 announced the Commonwealth
Court of Pennsylvania's decision on issues related to the merger of FirstEnergy
and GPU,Inc. A reported dated February 22, 2002 reported that an agreement had
been reached with Utilicorp to extend the dates to terminate the transaction.
A report dated March 13, 2002 announced the extension of the Davis-Besse
refueling outage. A report dated March 15, 2002 reported the agreement to sell
79.9% of Avon Energy Partners Holdings in the United Kingdom to Aquila, Inc.
(formerly Utilicorp). A report dated March 25, 2002 providing additional details
with respect to the petition to the Supreme Court of Pennsylvania.
OE, Penn-
---------
None.
CEI
---
CEI filed two reports on Form 8-K since September 30, 2001. A report
dated November 29, 2001 reported an agreement to sell four coal-fired power
plants in Ohio and a report dated March 13, 2002 announced the extension of the
Davis-Besse refueling outage.
TE
--
TE filed two reports on Form 8-K since September 30, 2001. A report
dated November 29, 2001 reported an agreement to sell four coal-fired power
plants in Ohio and a report dated March 13, 2002 announced the extension of the
Davis-Besse refueling outage.
GPU, Inc.
---------
Dated January 22, 2001, under Item 5 (Other Events).
Dated January 26, 2001, under Item 5 (Other Events).
Dated March 7, 2001, under Item 7 (Financial Statements, Pro Forma
Financial Information and Exhibits).
Met-Ed
------
Met-Ed filed two reports on Form 8-K since the September 30, 2001. A
report dated February 21, 2002 announced the Commonwealth Court of
Pennsylvania's decision on issues related to the merger of FirstEnergy and GPU,
Inc. and a report dated March 25, 2002 providing additional details with respect
to the petition to the Supreme Court of Pennsylvania.
Penelec
-------
Penelec filed two reports on Form 8-K since the September 30, 2001. A
report dated February 21, 2002 announced the Commonwealth Court of
Pennsylvania's decision on issues related to the merger of FirstEnergy and GPU,
Inc. and a report dated March 25, 2002 providing additional details with respect
to the petition to the Supreme Court of Pennsylvania.
JCP&L
-----
None
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of FirstEnergy Corp.:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in FirstEnergy
Corp.'s Annual Report to Stockholders incorporated by reference in this Form
10-K and have issued our report thereon dated March 18, 2002. Our audit was made
for the purpose of forming an opinion on those statements taken as a whole. The
schedule of consolidated valuation and qualifying accounts listed in Item 14 is
the responsibility of the Company's management and is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Ohio Edison Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Ohio Edison
Company's Annual Report to Stockholders incorporated by reference in this Form
10-K and have issued our report thereon dated March 18, 2002. Our audit was made
for the purpose of forming an opinion on those statements taken as a whole. The
schedule of consolidated valuation and qualifying accounts listed in Item 14 is
the responsibility of the Company's management and is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of The Cleveland Electric
Illuminating Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in The Cleveland
Electric Illuminating Company's Annual Report to Stockholders incorporated by
reference in this Form 10-K and have issued our report thereon dated March 18,
2002. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule of consolidated valuation and
qualifying accounts listed in Item 14 is the responsibility of the Company's
management and is presented for the purpose of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements taken
as a whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of The Toledo Edison Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in The Toledo
Edison Company's Annual Report to Stockholders incorporated by reference in this
Form 10-K and have issued our report thereon dated March 18, 2002. Our audit was
made for the purpose of forming an opinion on those statements taken as a whole.
The schedule of consolidated valuation and qualifying accounts listed in Item 14
is the responsibility of the Company's management and is presented for the
purpose of complying with the Securities and Exchange Commission's rules and is
not part of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Pennsylvania Power Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the financial statements included in Pennsylvania Power Company's
Annual Report to Stockholders incorporated by reference in this Form 10-K and
have issued our report thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of valuation and qualifying accounts listed in Item 14 is the responsibility of
the Company's management and is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
To the Stockholders and Board of Directors of Jersey Central Power & Light
Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods from January 1, 2001 to November 6, 2001 and from November 7,
2001 to December 31, 2001, included in Jersey Central Power & Light Company's
Annual Report to Stockholders incorporated by reference in this Form 10-K and
have issued our report thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of consolidated valuation and qualifying accounts listed in Item 14 is the
responsibility of the Company's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole. The consolidated financial statements as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000, together with the related information included in this schedule, were
audited by other auditors whose report dated January 31, 2001, expressed an
unqualified opinion.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
Report of Independent Accountants
To the Board of Directors and Stockholder of
Jersey Central Power & Light Company:
In our opinion, the consolidated balance sheet as of December 31, 2000 and the
related consolidated statements of income, and cash flows for each of the two
years in the period ended December 31, 2000 (appearing on the accompanying index
of the Jersey Central Power & Light Company 2001 Annual Report to Stockholders
incorporated by reference in this Form 10-K) present fairly, in all material
respects, the financial position, results of operations and cash flows of Jersey
Central Power & Light Company and Subsidiary Company at December 31, 2000 and
for each of the two years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
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 of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 31, 2001
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Metropolitan Edison Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods from January 1, 2001 to November 6, 2001 and from November 7,
2001 to December 31, 2001, included in Metropolitan Edison Company's Annual
Report to Stockholders incorporated by reference in this Form 10-K and have
issued our report thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of consolidated valuation and qualifying accounts listed in Item 14 is the
responsibility of the Company's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole. The consolidated financial statements as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000, together with the related information included in this schedule, were
audited by other auditors whose report dated January 31, 2001, expressed an
unqualified opinion.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
Report of Independent Accountants
To the Board of Directors and Stockholder of
Metropolitan Edison Company:
In our opinion, the consolidated balance sheet as of December 31, 2000 and the
related consolidated statements of income, and cash flows for each of the two
years in the period ended December 31, 2000 (appearing on the accompanying index
of the Metropolitan Edison Company 2001 Annual Report to Stockholders
incorporated by reference in this Form 10-K) present fairly, in all material
respects, the financial position, results of operations and cash flows of
Metropolitan Edison Company and Subsidiary Companies at December 31, 2000 and
for each of the two years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
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 of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 31, 2001
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Pennsylvania Electric Company:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements as of December 31, 2001 and
for the periods from January 1, 2001 to November 6, 2001 and from November 7,
2001 to December 31, 2001, included in Pennsylvania Electric Company's Annual
Report to Stockholders incorporated by reference in this Form 10-K and have
issued our report thereon dated March 18, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
of consolidated valuation and qualifying accounts listed in Item 14 is the
responsibility of the Company's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The information included in this
schedule for the year ended December 31, 2001 has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole. The consolidated financial statements as of
December 31, 2000 and for each of the two years in the period ended December 31,
2000, together with the related information included in this schedule, were
audited by other auditors whose report dated January 31, 2001, expressed an
unqualified opinion.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
March 18, 2002.
Report of Independent Accountants
To the Board of Directors and Stockholder of
Pennsylvania Electric Company:
In our opinion, the consolidated balance sheet as of December 31, 2000 and the
related consolidated statements of income, and cash flows for each of the two
years in the period ended December 31, 2000 (appearing on the accompanying index
of the Pennsylvania Electric Company 2001 Annual Report to Stockholders
incorporated by reference in this Form 10-K) present fairly, in all material
respects, the financial position, results of operations and cash flows of
Pennsylvania Electric Company and Subsidiary Companies at December 31, 2000 and
for each of the two years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
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 of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 31, 2001
SCHEDULE II
FIRSTENERGY CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts - customers....... $32,251 $27,805 $ 41,071(a)(b) $35,769 (c) $65,358
======= ======= ======== ======= =======
- other........... $ 4,035 $ 3,912 $ -- $ -- $ 7,947
======= ======= ======== ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts - customers......... $ 8,219 $25,589 $ 13,245 (a) $14,802 (c) $32,251
======== ======= ======== ======= =======
- other............. $ 3,859 $11,203 $(11,027)(a) $ -- $ 4,035
======== ======= ======== ======= =======
Year Ended December 31, 1999:
Accumulated provision for
uncollectible accounts - customers......... $ 52,057 $ 8,668 $ 2,313 (a) $54,819 (c) $ 8,219
======== ======= ======= ======= =======
- other............. $ 591 $ 4,039 $ 18 (a) $ 789 (c) $ 3,859
======== ======= ======= ======= =======
<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents amount assumed from the former GPU companies as of November 7, 2001, the effective date of the merger.
(c) Represents the write-off of accounts considered to be uncollectible.
</FN>
SCHEDULE II
OHIO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts.- customers......... $11,777 $16,460 $ 2,401 (a) $26,116 $ 4,522
- other............. $ 1,000 $ -- $ -- $ -- $ 1,000
======= ======== ======= ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts.- customers......... $ 6,452 $16,808 $ 2,218 (a) $13,701 (b) $11,777
- other............. $ 1,000 $ -- $ -- $ -- $ 1,000
======= ======= ======= ======= =======
Year Ended December 31, 1999:
Accumulated provision for
uncollectible accounts.- customers......... $ 6,397 $ 8,401 $ 2,313 (a) $10,659 (b) $ 6,452
======== ======= ======= ======= =======
- other............. $ -- $ 1,000 $ -- $ -- $ 1,000
======== ======= ======= ======= =======
<FN>
- ----------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>
SCHEDULE II
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts.................. $1,000 $ 15 $ -- $ -- $1,015
====== ====== ===== ==== ======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts.................. $1,000 $ -- $ -- $ -- $1,000
====== ====== ===== ==== =======
Year Ended December 31, 1999:
Accumulated provision for
uncollectible accounts.................. $ 491 $1,180 $ 18 (a) $689(b) $1,000
====== ====== ===== ==== =======
<FN>
- ---------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>
SCHEDULE II
THE TOLEDO EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts.................. $ -- $ 2 $ -- $ -- $ 2
===== ===== ===== ===== =====
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts.................. $ -- $ -- $ -- $ -- $ --
===== ===== ===== ===== =====
Year Ended December 31, 1999:
Accumulated provision for
uncollectible accounts.................. $ 100 $ -- $ -- $ 100 (a) $ --
===== ===== ===== ===== =====
<FN>
(a) Represents the write-off of accounts considered to be uncollectible.
</FN>
SCHEDULE II
PENNSYLVANIA POWER COMPANY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts.................. $ 628 $1,172 $311 (a) $1,492(b) $ 619
====== ====== ==== ====== ======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts.................. $3,537 $ (496) $478 (a) $2,891(b) $ 628
====== ====== ==== ====== ======
Year Ended December 31, 1999:
Accumulated provision for
uncollectible accounts.................. $3,599 $1,289 $300 (a) $1,651(b) $3,537
====== ====== ==== ====== ======
<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>
SCHEDULE II
JERSEY CENTRAL POWER & LIGHT COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts
Nov. 7-Dec. 31, 2001 $12,858 $ 1,869 $ 57 (a) $ 1,861 (b) $12,923
======= ======= ======= ======= =======
____________________________________________________________________________________________________________________
Jan. 1-Nov. 6, 2001 $21,479 $ 390 $ 1,778 (a) $10,789 (b) $12,858
======= ======= ======= ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts $ 6,056 $25,732 $ 2,427 (a) $12,736 (b) $21,479
======= ======= ======= ======= =======
Year Ended December 31, 1999:
Accumulated provision for
uncollectible accounts $ 1,764 $ 9,549 $37,098(a) $42,355 (b) $ 6,056
======= ======== ======= ======= =======
- ----------------
<FN>
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>
SCHEDULE II
METROPOLITAN EDISON COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts
Nov. 7-Dec. 31, 2001 $11,244 $ 2,669 $ 78 (a) $ 1,720 (b) $12,271
======= ======= ======= ======= =======
____________________________________________________________________________________________________________________
Jan. 1-Nov. 6, 2001 $13,004 $ 7,354 $ 743 (a) $ 9,857 (b) $11,244
======= ======= ======= ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts. $ 4,757 $18,511 $1,602 (a) $11,866 (b) $13,004
======= ======= ====== ======= =======
Year Ended December 31, 1999:
Accumulated provision for
uncollectible accounts $ 3,335 $ 7,095 $42,811 (a) $48,484 (b) $ 4,757
======= ======= ======= ======= =======
<FN>
- ----------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>
SCHEDULE II
PENNSYLVANIA ELECTRIC COMPANY
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Additions
----------------------
Charged
Beginning Charged to Other Ending
Description Balance to Income Accounts Deductions Balance
----------- --------- --------- -------- ---------- -------
(In Thousands)
Year Ended December 31, 2001:
Accumulated provision for
uncollectible accounts
Nov. 7-Dec. 31, 2001 $13,509 $ 3,686 $ 83 (a) $ 2,559 (b) $14,719
======= ======= ======= ======= =======
_____________________________________________________________________________________________________________________
Jan. 1-Nov. 6, 2001 $14,851 $10,833 $ 1,069 (a) $13,244 (b) $13,509
======= ======= ======= ======= =======
Year Ended December 31, 2000:
Accumulated provision for
uncollectible accounts $ 5,288 $20,667 $ 1,539(a) $12,643 (b) $14,851
======= ======= ======= ======= =======
Year Ended December 31, 1999:
Accumulated provision for
uncollectible accounts $3,235 $ 8,447 $38,374(a) $44,768 (b) $ 5,288
====== ======= ======= ======= =======
<FN>
- ----------------
(a) Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.
</FN>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRSTENERGY CORP.
BY /s/ H. Peter Burg
--------------------------------------
H. Peter Burg
Vice Chairman of the Board
and Chief Executive Officer
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
/s/Fred D. Hafer /s/H. Peter Burg
- --------------------------------- ------------------------------------------
Fred D. Hafer H. Peter Burg
Chairman of the Board Vice Chairman of the Board
and Chief Executive Officer
and Director (Principal Executive Officer)
/s/Richard H. Marsh /s/Anthony J. Alexander
- --------------------------------- ------------------------------------------
Richard H. Marsh Anthony J. Alexander
Senior Vice President and President and Chief Operating Officer
Chief Financial Officer (Principal Operating Officer)
(Principal Financial Officer)
/s/Carol A. Cartwright /s/Harvey L. Wagner
- --------------------------------- -----------------------------------------
Carol A. Cartwright Harvey L. Wagner
Director Vice President and Controller
(Principal Accounting Officer)
/s/Paul J. Powers
- --------------------------------- ------------------------------------------
William F. Conway Paul J. Powers
Director Director
/s/Robert B. Heisler, Jr /s/Catherine A. Rein
- --------------------------------- ------------------------------------------
Robert B. Heisler, Jr. Catherine A. Rein
Director Director
/s/Robert L. Loughhead
- --------------------------------- ------------------------------------------
Robert L. Loughhead Robert C. Savage
Director Director
/s/Russell W. Maier /s/George M. Smart
- --------------------------------- ------------------------------------------
Russell W. Maier George M. Smart
Director Director
/s/John M. Pietruski /s/Carlisle A. H. Trost
- --------------------------------- ------------------------------------------
John M. Pietruski Carlisle A. H. Trost
Director Director
/s/Robert N. Pokelwaldt /s/Jesse T. Williams, Sr.
- --------------------------------- ------------------------------------------
Robert N. Pokelwaldt Jesse T. Williams, Sr.
Director Director
/s/Patricia K. Woolf
------------------------------------------
Date: March 28, 2002 Patricia K. Woolf
Director
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
OHIO EDISON COMPANY
BY /s/H. Peter Burg
-------------------------------------
H. Peter Burg
President
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- ------------------------------- -----------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- -------------------------------- -----------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 28, 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
THE CLEVELAND ELECTRIC
ILLUMINATING COMPANY
BY /s/H. Peter Burg
---------------------------------------
H. Peter Burg
President
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- --------------------------------------- --------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- --------------------------------------- --------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 28, 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
THE TOLEDO EDISON COMPANY
BY /s/H. Peter Burg
----------------------
H. Peter Burg
President
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/ Richard H. Marsh
- --------------------------------------- ---------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/ Anthony J. Alexander
- --------------------------------------- ---------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 28, 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
JERSEY CENTRAL POWER & LIGHT COMPANY
BY /s/Earl T. Carey
---------------------------------
Earl T. Carey
President
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated:
/s/ Earl T. Carey /s/Richard H. Marsh
- ------------------------------------------ -------------------------------------
Earl T. Carey Richard H. Marsh
President and Director Senior Vice President
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Leila L. Vespoli
- ------------------------------------------ -------------------------------------
Harvey L. Wagner Leila L. Vespoli
Vice President and Controller Senior Vice President and Director
(Principal Accounting Officer)
/s/ Charles E. Jones /s/Stanley C. Van Ness
- ------------------------------------------ -------------------------------------
Charles E. Jones Stanley C. Van Ness
Director Director
/s/ Gelorma E. Persson
- -----------------------------------------
/s/ Gelorma E. Persson
Director
Date: March 28, 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
METROPOLITAN EDISON COMPANY
BY /s/H. Peter Burg
------------------------------
H. Peter Burg
President
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/Richard H. Marsh
- ------------------------------------- ---------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Anthony J. Alexander
- ------------------------------------- ---------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 28, 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
PENNSYLVANIA ELECTRIC COMPANY
BY /s/H. Peter Burg
------------------------------
H. Peter Burg
President
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/Richard H. Marsh
- --------------------------------------- ---------------------------------------
H. Peter Burg Richard H. Marsh
President and Director Senior Vice President and Director
(Principal Executive Officer) (Principal Financial Officer)
/s/ Harvey L. Wagner /s/Anthony J. Alexander
- --------------------------------------- ---------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 28, 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
PENNSYLVANIA POWER COMPANY
BY /s/H. Peter Burg
---------------------------------
H. Peter Burg
Chairman of the Board and
Chief Executive Officer
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated:
/s/ H. Peter Burg /s/Richard H. Marsh
- ---------------------------------------- -------------------------------------
H. Peter Burg Richard H. Marsh
Chairman of the Board and Senior Vice President and Director
Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
/s/ Harvey L. Wagner /s/Anthony J. Alexander
- ---------------------------------------- -------------------------------------
Harvey L. Wagner Anthony J. Alexander
Vice President and Controller Director
(Principal Accounting Officer)
Date: March 28, 2002