UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ___________________
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
- ----------- ----------------------------------------- ------------------
AMENDMENT NO.1
--------------
333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2578 OHIO EDISON COMPANY 34-0437786
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2323 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 34-0150020
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3491 PENNSYLVANIA POWER COMPANY 25-0718810
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3141 JERSEY CENTRAL POWER & LIGHT COMPANY 21-0485010
(A New Jersey Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-446 METROPOLITAN EDISON COMPANY 23-0870160
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3522 PENNSYLVANIA ELECTRIC COMPANY 25-0718085
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Registrant Title of Each Class on Which Registered
---------- --------------------------------------------- -----------------------------
FirstEnergy Corp. Common Stock, $0.10 par value New York Stock Exchange
Ohio Edison Company Cumulative Preferred Stock, $100 par value:
3.90% Series All series registered on New
4.40% Series York Stock Exchange and
4.44% Series Chicago Stock Exchange
4.56% Series
The Cleveland Electric Cumulative Serial Preferred Stock, without
Illuminating Company par value:
$7.40 Series A Both series registered on New
Adjustable Rate, Series L York Stock Exchange
The Toledo Edison Cumulative Preferred Stock, par value
Company $100 per share:
4.25% Series American Stock Exchange
Cumulative Preferred Stock, par value $25 per
share:
$2.365 Series All series registered on
Adjustable Rate, Series A New York Stock Exchange
Adjustable Rate, Series B
First Mortgage Bonds:
8% Series due 2003 New York Stock Exchange
Pennsylvania Power Cumulative Preferred Stock, $100
Company par value:
4.24% Series All series registered on
4.25% Series Philadelphia Stock Exchange
4.64% Series
Jersey Central Power & Cumulative Preferred Stock, without
Light Company par value:
4% Series New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
Indicate by check mark whether each registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act):
Yes (X) No ( ) FirstEnergy Corp.
- --
Yes ( ) No (X) Ohio Edison Company, Pennsylvania Power Company, The Cleveland
-- - Electric Illuminating Company, The Toledo Edison Company,
Jersey Central Power & Light Company, Metropolitan Edison
Company, and Pennsylvania Electric Company
State the aggregate market value of the common stock held by
non-affiliates of the registrants: FirstEnergy Corp., $11,426,526,667 as of June
30, 2003; and for all other registrants, none.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
OUTSTANDING
CLASS As of MARCH 15, 2004
----- --------------------
FirstEnergy Corp., $0.10 par value 329,836,276
Ohio Edison Company, no par value 100
The Cleveland Electric Illuminating Company, no par value 79,590,689
The Toledo Edison Company, $5 par value 39,133,887
Pennsylvania Power Company, $30 par value 6,290,000
Jersey Central Power & Light Company, $10 par value 15,371,270
Metropolitan Edison Company, no par value 859,500
Pennsylvania Electric Company, $20 par value 5,290,596
FirstEnergy Corp. is the sole holder of Ohio Edison Company, The Cleveland
Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power &
Light Company, Metropolitan Edison Company, and Pennsylvania Electric Company
common stock; Ohio Edison Company is the sole holder of Pennsylvania Power
Company common stock.
Documents incorporated by reference (to the extent indicated herein):
PART OF FORM 10-K/A INTO WHICH
DOCUMENT DOCUMENT IS INCORPORTED
-------- ------------------------------
FirstEnergy Corp. Annual Report to Stockholders
for the fiscal year ended December 31, 2003
(Pages 6-85) Part II
Proxy Statement for 2004 Annual Meeting
of Stockholders to be held May 18, 2004 Part III
This combined Form 10-K/A is separately filed by FirstEnergy Corp.,
Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric
Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light
Company, Metropolitan Edison Company, and Pennsylvania Electric Company.
Information contained herein relating to any individual registrant is filed by
such registrant on its own behalf. No registrant makes any representation as to
information relating to any other registrant, except that information relating
to any of the seven FirstEnergy subsidiary registrants is also attributed to
FirstEnergy.
EXPLANATORY NOTE
----------------
Item 9A is being amended to clarify that the respective Chief Executive
Officer and Chief Financial Officer of the registrants concluded that the
disclosure controls and procedures are effective, despite the material weakness
described, because measures were taken to correct the weakness during the fourth
quarter of 2003.
FORM 10-K/A
TABLE OF CONTENTS
Page
----
Part I
Item 1. Business..................................................... *
The Company................................................ *
Divestitures-
International Operations................................. *
Generation Assets........................................ *
Other Domestic Assets.................................... *
Risk Factors That May Affect Future Results................ *
Risks Related to Our Business............................ *
Risks Related to the Electric Utility Industry........... *
Utility Regulation......................................... *
PUCO Rate Matters........................................ *
NJBPU Rate Matters....................................... *
PPUC Rate Matters........................................ *
FERC Rate Matters........................................ *
Regulatory Accounting.................................... *
Capital Requirements....................................... *
Met-Ed Capital Trust and Penelec Capital Trust............. *
Nuclear Regulation......................................... *
Nuclear Insurance.......................................... *
Environmental Matters...................................... *
Air Regulation........................................... *
Waste Disposal........................................... *
Water Regulation......................................... *
Summary.................................................. *
Fuel Supply................................................ *
System Capacity and Reserves............................... *
Regional Reliability....................................... *
Competition................................................ *
Research and Development................................... *
Executive Officers......................................... *
FirstEnergy Website........................................ *
Item 2. Properties................................................... *
Item 3. Legal Proceedings............................................ *
Item 4. Submission of Matters to a Vote of Security Holders.......... *
Part II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters............................ *
Item 6. Selected Financial Data...................................... *
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. *
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.......................................... *
Item 8. Financial Statements and Supplementary Data.................. *
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure..................... *
Item 9A. Controls and Procedures...................................... 23
Part III
Item 10. Directors and Executive Officers of the Registrant........... *
Item 11. Executive Compensation....................................... *
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Shareholder Matters............. *
Item 13. Certain Relationships and Related Transactions............... *
Item 14. Principal Accounting Fees and Services....................... *
Part IV
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K.................................... *
* Indicates the items that have not been revised and are not included in this
Form 10-K/A. Reference is made to the original 10-K for the complete text of
such items.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Each registrant's Chief Executive Officer and Chief Financial Officer
have reviewed and evaluated such registrant's disclosure controls and
procedures, as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e), as of the end date covered by this report. Based upon this
evaluation, the respective Chief Executive Officer and Chief Financial Officer
concluded that such registrant's disclosure controls and procedures are
effective, despite the material weakness described below, because measures were
taken to correct the weakness during the fourth quarter of 2003.
During the fourth quarter of 2003, management identified expenses
recognized during the first three quarters of 2003 related to activities that
should have been recorded as capital expenditures as a result of untimely table
updates in the registrants' automated work management system and inconsistent
application of the allocation of costs to capital projects in the registrants'
work management system.
Management believes that this condition, which has been defined as a
material weakness, was attributable to employee training and process changes
that were not uniformly applied in connection with the registrants' recent
implementation of a new Enterprise Resource Planning system. As a result, the
quarterly financial results for JCP&L, Penelec and TE have been restated in each
registrant's respective annual reports.
As discussed below, management has corrected this condition by
strengthening the registrants' internal control procedures.
(b) Changes in Internal Controls
During the quarter ended December 31, 2003, management implemented the
following measures to correct the condition discussed above:
1. Increased training of field employees regarding the proper
accounting for capital and expense projects;
2. Established procedures to ensure that tables within the
registrants' automated work management system are updated on a
timely basis; and
3. Reconfigured the registrants' automated work management system
to identify the proper allocation of capital and expense
projects.
Except for the changes noted above, there were no other changes in the
registrants' internal controls over the financial reporting that have materially
affected, or are reasonably likely to materially affect, the registrants'
internal control over financial reporting.
23
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRSTENERGY CORP.
-----------------
Registrant
OHIO EDISON COMPANY
-------------------
Registrant
THE CLEVELAND ELECTRIC
----------------------
ILLUMINATING COMPANY
--------------------
Registrant
THE TOLEDO EDISON COMPANY
-------------------------
Registrant
PENNSYLVANIA POWER COMPANY
--------------------------
Registrant
JERSEY CENTRAL POWER & LIGHT COMPANY
------------------------------------
Registrant
METROPOLITAN EDISON COMPANY
---------------------------
Registrant
PENNSYLVANIA ELECTRIC COMPANY
-----------------------------
Registrant
/s/ Harvey L. Wagner
------------------------------------------
Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
Date: June 25, 2004