-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DIeifvFvNgwrcdl6pGOxNha78GonG8lbAVPaJKvK3a8DvMQ+vtY32Tv4QiDe3HU/ OSV+ZiPUOTF438/+Itc/1w== 0001031296-04-000112.txt : 20040430 0001031296-04-000112.hdr.sgml : 20040430 20040430130721 ACCESSION NUMBER: 0001031296-04-000112 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040430 EFFECTIVENESS DATE: 20040430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTENERGY CORP CENTRAL INDEX KEY: 0001031296 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 341843785 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 030-00039 FILM NUMBER: 04768660 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 3303845100 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 U5S 1 fe_u5s.txt YEAR END 2003 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM U5S ANNUAL REPORT For the Year Ended December 31, 2003 Filed pursuant to the Public Utility Holding Company Act of 1935 by FirstEnergy Corp. (File No. 333-21011) 76 South Main Street, Akron, Ohio 44308 FIRSTENERGY CORP. FORM U5S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2003 TABLE OF CONTENTS Item No. Title Page ---- ----- ---- 1. System Companies and Investments Therein 1-17 2. Acquisitions or Sales of Utility Assets 18 3. Issue, Sale, Pledge, Guarantee or Assumption of System Securities 19 4. Acquisition, Redemption or Retirement of System Securities 20-30 5. Investments in Securities of Nonsystem Companies 31 6. Officers and Directors 32-46 7. Contributions and Public Relations 47 8. Service, Sales and Construction Contracts 48 9. Wholesale Generators and Foreign Utility Companies 49-60 10. Financial Statements and Exhibits: 61 Consent of Independent Public Accountants 62 ----------------------------------------- Consolidating Financial Statements of FirstEnergy Corp. for 2003 63-97 --------------------------------------- Exhibits 98-157 -------- Signature Page 158 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003
Number of Number of % of Common Shares Voting Issuer Book Owner's Name of Company Business Type Owned Power Value Book Value --------------- ------------- ------------- ------ ----------- ---------- (In thousands dollar) FirstEnergy Corp. (FirstEnergy): Registered holding company Unsecured notes (11) 4,570,000 4,570,000 Short-term debt (12) 280,000 280,000 Money pool (13) 1,770,761 1,770,761 American Transmission Systems, Incorporated (ATSI) Electric utility company 1 100.00% 300,538 300,538 Money pool (13) 103,546 103,546 Centerior Service Company* Inactive 750 100.00% FE Acquisition Corp.* Inactive 65 100.00% Mid-Atlantic Energy Development Co.* Inactive 1,900 100.00% FE Holdings, L.L.C.* (6) Inactive 100.00% FELHC, Inc. (FELHC) Exempt telecommunications 1 100.00% 35 35 Company (ETC) Money pool (13) 49 49 First Communications, LLC (6) ETC 65.00% 6,207 6,207 Unsecured notes (11) 5,407 5,407 FirstEnergy Facilities Services Group, LLC (FEFSG) (6) Nonutility holding company 66 100.00% 126,744 126,744 Secured notes (11) 7,754 7,754 Money pool (13) (11,655) (11,655) Dunbar Mechanical, Inc. Rule 58 energy-related 277 100.00% 13,268 13,268 Edwards Electrical & Mechanical, Inc. Rule 58 energy-related 435 100.00% 28,893 28,893 Elliott-Lewis Corporation Rule 58 energy-related 100 100.00% 41,933 41,933 A.A. Duckett, Inc. Rule 58 energy-related 1,000 100.00% 4,036 4,036 E-L Enterprises, Inc. Nonutility holding company 1,000 100.00% 3,538 3,538 Modern Air Conditioning, Inc. Rule 58 energy-related 49,950 100.00% 1,000 1,000 Airdex Air Conditioning Corporation Rule 58 energy-related 100 100.00% R.L. Anderson, Inc. Rule 58 energy-related 9,800 100.00% 2,538 2,538 Sautter Crane Rental, Inc. Rule 58 energy-related 100 100.00% L.H. Cranston and Sons, Inc. Rule 58 energy-related 1,000 100.00% 13,141 13,141 Roth Bros., Inc. Rule 58 energy-related 792 100.00% 20,008 20,008 R.P.C. Mechanical, Inc. Rule 58 energy-related 100 100.00% 6,940 6,940 Spectrum Controls Systems, Inc. Rule 58 energy-related 35 100.00% 578 578 The Hattenbach Company Rule 58 energy-related 531 100.00% 3,100 3,100 1
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued)
Number of Number of % of Common Shares Voting Issuer Book Owner's Name of Company Business Type Owned Power Value Book Value --------------- ------------- ------------- ------ ----------- ---------- (In thousands dollar) FirstEnergy Foundation Charitable foundation 100.00% FirstEnergy Nuclear Operating Company (FENOC) Energy-related company 1 100.00% (20,280) (20,280) Money pool (13) 53,955 53,955 FirstEnergy Properties, Inc. (FE Properties) Real estate subsidiary 400 100.00% 32,534 32,534 Secured notes (11) 9,438 9,438 Money pool (13) 24,203 24,203 BSG Properties, Inc.* Real estate subsidiary 10 100.00% FirstEnergy Securities Transfer Company (FirstEnergy Transfer) Stock transfer service 1 100.00% FirstEnergy Service Company (FECO) Service company 1 100.00% (76,174) (76,174) Money pool (13) 445,464 445,464 FirstEnergy Solutions Corp. (FES) Rule 58 energy-related 8 100.00% (68,293) (68,293) Pollution control notes (11) 15,000 15,000 Money pool (13) (1,070,395) (1,070,395) FirstEnergy Engineering, Incorporated Rule 58 energy-related 100.00% FirstEnergy Generation Corp. (GenCo) Exempt wholesale generator 1 100.00% 56,539 56,539 FirstEnergy Ventures Corp. (FirstEnergy Ventures) Nonutility holding company 102 100.00% 115,343 115,343 Secured notes (11) 141,010 141,010 Money pool (13) 25,992 25,992 Bay Shore Power Company Rule 58 energy-related 1 100.00% 65,297 65,297 Centerior Communications Holdings, Inc. Nonutility holding company 10 100.00% 13,009 13,009 Fiber Venture Equity, Inc.* ETC 10 100.00% AFN Finance Company No. 3, LLC (6) ETC 100.00% Centerior Energy Services, Inc. Rule 58 energy-related 100 100.00% 584 584 Centerior Power Enterprises, Inc.* Inactive 10 100.00% Eastroc Technologies, LLC* (6) Rule 58 energy-related 50.00% 46 46 Engineered Processes, Ltd.* (6) Rule 58 energy-related 50.00% FirstEnergy Telecommunications Corp. ETC 100.00% (574) (574) Warrenton River Terminal, Ltd. (6) Rule 58 energy-related 100.00% 2,400 2,400 2
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued)
Number of Number of % of Common Shares Voting Issuer Book Owner's Name of Company Business Type Owned Power Value Book Value --------------- ------------- ------------- ------ ----------- ---------- (In thousands dollar) GPU Capital, Inc. (GPU Capital) Foreign utility company 100 100.00% 141,280 141,280 Money pool (13) (852,314) (852,314) GPU Electric, Inc. (GPU Electric) Foreign utility company 100 100.00% (28,374) (28,374) EI UK Holdings, Inc. (EIUK) Foreign utility company 100 100.00% 46,687 46,687 Aquila Sterling Holdings LLC (5) (6) Foreign utility company 50.00% Aquila Sterling Limited (6) Foreign utility company 50.00% Avon Energy Partners Holdings (Avon) Foreign utility company 50.00% Midlands Electricity plc (Midlands) Foreign utility company 50.00% Midland Power International Ltd. Foreign utility company 50.00% GPU Argentina Services S.R.L. Foreign utility company 100.00% GPU Diversified Holdings LLC (GPUDH) (6) Nonutility holding company 100 100.00% 27,150 27,150 Ballard Power Systems, Inc. (6) 7.41% 17,336 17,336 GPU Distributed Power, Inc. Rule 58 energy-related 100 100.00% GPU EnerTech Holdings, Inc. Rule 58 energy-related 100 100.00% 2,514 2,514 EnviroTech Investment Fund I LP (1) (6) Rule 58 energy-related 9.89% 1,471 1,471 GPU Solar, Inc. (6) Rule 58 energy-related 50 50.00% GPU Nuclear, Inc. (GPUN) Service company 2,500 100.00% 50 50 Money pool (13) (2,863) (2,863) Private Fuel Storage LLC (6) 10.10% GPU Power, Inc. (GPU Power) Exempt wholesale generator 100 100.00% 14,867 14,867 Barranquilla Lease Holding, Inc. Exempt wholesale generator 100 100.00% 17,318 17,318 Los Amigos Leasing Company, Ltd. (Leaseco) (10) Exempt wholesale generator 12,000 100.00% EI Barranquilla, Inc. Exempt wholesale generator 100 100.00% (9,769) (9,769) Termobarranquilla, S.A. (TEBSA) (6) Exempt wholesale generator 420,592 28.67% EI Canada Holding Limited (6) Exempt wholesale generator 100 100.00% (152) (152) EI Brooklyn Power Limited (6) Exempt wholesale generator 100 100.00% EI Brooklyn Investments Limited (6) Exempt wholesale generator 1 100.00% EI Services Canada Limited (6) Exempt wholesale generator 100 100.00% EI International Exempt wholesale generator 100 100.00% 6 6 GPUI Colombia, Ltda. (6) Exempt wholesale generator 100 100.00% 3,436 3,436 International Power Advisors, Inc. Exempt wholesale generator 100 100.00% 3,962 3,962 3
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued)
Number of Number of % of Common Shares Voting Issuer Book Owner's Name of Company Business Type Owned Power Value Book Value --------------- ------------- ------------- ------ ----------- ---------- (In thousands dollar) GPU Telcom Services, Inc. (GPU Telcom) ETC 100 100.00% (6,790) (6,790) Money pool (13) (41,161) (41,161) AFN Finance Co. No. 1 LLC (6) ETC 100.00% Last Mile, Inc. ETC 25.00% Telergy Midlantic LLC ETC 49.00% Jersey Central Power & Light Company (JCP&L) Public utility company 5,371,270 100.00% 3,153,974 3,153,974 First mortgage bonds (11) 673,500 673,500 Secured notes (11) 596,201 596,201 Unsecured notes (11) 2,968 2,968 Money pool (13) (230,985) (230,985) JCP&L Transition Funding, LLC (6) Financing subsidiaries 100 100.00% 1,616 1,616 Saxton Nuclear Experimental Corporation* (2) Energy-related company 44.00% MARBEL Energy Corporation (MARBEL) Energy-related company 991 100.00% 162,585 162,585 Money pool (13) 14,963 14,963 Marbel HoldCo, Inc. Nonutility holding company 100 100.00% 172,804 172,804 Great Lakes Energy Partners, LLC (Great Lakes) Energy-related investment 50.00% Metropolitan Edison Company (Met-Ed) Public utility company 859,500 100.00% 1,292,667 1,292,667 First mortgage bonds (11) 170,455 170,455 Secured notes (11) 400,000 400,000 Unsecured notes (11) 101,647 101,647 Money pool (13) (54,868) (54,868) Met-Ed Preferred Capital II, Inc. Financing subsidiaries 100 100.00% 2,423 2,423 Met-Ed Capital II, L.P. (9) Financing subsidiaries 100.00% 2,676 2,676 Met-Ed Capital Trust (9) Financing subsidiaries 100.00% (418) (418) Saxton Nuclear Experimental Corporation* (2) Energy-related company 32.00% York Haven Power Company Electric utility company 500 100.00% 25,482 25,482 Greater Reading Development Partnership (6) 5.58% 63 63 4
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued)
Number of Number of % of Common Shares Voting Issuer Book Owner's Name of Company Business Type Owned Power Value Book Value --------------- ------------- ------------- ------ ----------- ---------- (In thousands dollar) MYR Group Inc. (MYR) Infracture Service Group 100 100.00% 131,342 131,342 Money pool (13) 2,965 2,965 ComTel Technology, Inc. Infracture Service Group 50,000 100.00% (992) (992) D.W.Close Company, Inc. Infracture Service Group 26,450 100.00% 1,838 1,838 Great Southwestern Construction, Inc. Infracture Service Group 50,000 100.00% 13,311 13,311 Harlan Electric Company Infracture Service Group 100 100.00% 71,971 71,971 Power Piping Company Infracture Service Group 9,900 100.00% 6,162 6,162 Sturgeon Electric Company, Inc. Infracture Service Group 100 100.00% 64,857 64,857 Hawkeye Construction, Inc. Infracture Service Group 550 100.00% 3,845 3,845 MYRcom, Inc. Infracture Service Group 100 100.00% (2,709) (2,709) MYRpower, Inc. Infracture Service Group 100 100.00% (2,380) (2,380) The L. E. Myers Company Infracture Service Group 1,000 100.00% 62,380 62,380 Ohio Edison Company (OE) Public utility company 100 100.00% 2,582,970 2,582,970 First mortgage bonds (11) 80,000 80,000 Secured notes (11) 671,490 671,490 Unsecured notes (11) 676,725 676,725 Short-term debt (12) 171,540 171,540 Money pool (13) 355,167 355,167 OES Capital, Incorporated Financing subsidiaries 200 100.00% 24,576 24,576 OES Finance, Incorporated Financing subsidiaries 140 100.00% 16,488 16,488 OES Nuclear, Incorporated Financing subsidiaries 1 100.00% 9,519 9,519 OES Ventures, Incorporated Nonutility holding company 110 100.00% 13,615 13,615 PNBV Capital Trust (8) Financing subsidiaries 49.00% 22,481 22,481 Ohio Edison Financing Trust (6) Financing subsidiaries 148,454 100.00% Ohio Edison Financing Trust II* (6) Financing subsidiaries 100.00% Ohio Valley Electric Corporation (OVEC) (3) Public utility company 16,500 16.50% 1,650 1,650 Indiana-Kentucky Electric Corporation Pennsylvania Power Company (Penn) Public utility company 6,290,000 100.00% 230,786 230,786 First mortgage bonds (11) 83,867 83,867 Secured notes (11) 106,979 106,979 Unsecured notes (11) 19,700 19,700 Apollo Tax Credit Fund III, L. P. (6) Affordable housing investments 33.33% 500 500 Apollo Tax Credit Fund IX, L. P. (6) Affordable housing investments 99.99% 17,578 17,578 Boston Capital Corporate Tax Credits IV, L. P. (6) Affordable housing investments 2.95% 608 608 Boston Capital Corporate Tax Credits X, L. P. (6) Affordable housing investments 10.93% 2,312 2,312 Boston Capital Corporate Tax Credits XVI, L. P. (6) Affordable housing investments 14.00% 5,885 5,885 5
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued)
Number of % of Common Shares Voting Issuer Book Owner's Name of Company Business Type Owned Power Value Book Value - --------------- ------------- ------------- ------ ----------- ---------- (In thousands dollar) Boston Capital Corporate Tax Credits XVII, L. P. (6) Affordable housing investments 10.00% 4,576 4,576 Boston Financial Institutional Tax Credits III, L.P. (6) Affordable housing investments 5.38% 1,105 1,105 Boston Financial Institutional Tax Credits V, L.P. (6) Affordable housing investments 3.24% 801 801 Boston Financial Institutional Tax Credits XVI, L.P. (6) Affordable housing investments 5.83% 3,279 3,279 Cranberry Square Associates, L. P (6) Affordable housing investments 50.00% 1,166 1,166 EnviroTech Investment Fund I LP (1) (6) Venture Capital Fund 6.00% 987 987 Marion Senior Housing Limited Partnership (6) Affordable housing investments 29.47% 1,295 1,295 McDonald Corporate Tax Credit Fund Limited Partnership (6) Affordable housing investments 12.37% 28 28 McDonald Corporate Tax Credit Fund - 1995 Limited Affordable housing investments 9.00% 1,583 1,583 Partnership (6) McDonald Corporate Tax Credit Fund - 1996 Limited Affordable housing investments 42.13% 4,723 4,723 Partnership (6) McDonald Corporate Tax Credit Fund - 1998 Limited Affordable housing investments 30.94% 2,550 2,550 Partnership (6) Ohio Equity Fund for Housing Limited Partnership II (6) Affordable housing investments 7.62% 28 28 USA Institutional Tax Credit Fund VII, L.P. (6) Affordable housing investments 8.11% 1,915 1,915 Pennsylvania Electric Company (Penelec) Public utility company 5,290,596 100.00% 1,297,332 1,297,332 First mortgage bonds (11) 73,010 73,010 Unsecured notes (11) 491,488 491,488 Money pool (13) (78,510) (78,510) Nineveh Water Company Energy-related company 5 100.00% 1,156 1,156 Penelec Preferred Capital II, Inc. Financing subsidiaries 100 100.00% 2,419 2,419 Penelec Capital II, L.P. (9) Financing subsidiaries 100.00% 2,666 2,666 Penelec Capital Trust (9) Financing subsidiaries 100.00% (428) (428) Saxton Nuclear Experimental Corporation* (2) Energy-related company 24.00% The Waverly Electric Light and Power Company Electric utility company 600 100.00% 15 15 Waterford Development Corporation 6.25% 5 5 The Cleveland Electic Illuminating Company (CEI) Public utility company 79,590,689 100.00% 1,778,827 1,778,827 First mortgage bonds (11) 125,000 125,000 Unsecured notes (11) 708,336 708,336 Secured notes (11) 1,400,618 1,400,618 Short-term borrowings - associated company (12) 19,077 19,077 Money pool (13) (168,597) (168,597) Centerior Funding Corporation Financing subsidiaries 1,000 100.00% 52,0883 52,883 Cleveland Electric Financing Trust I* Financing subsidiaries 123,720 100.00% 3,093 3,093 The Toledo Edison Capital Corporation (TECC) (4) Financing subsidiaries 28,036 10.00% Shippingport Capital Trust (7) Financing subsidiaries 32,094 32,094 6
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued)
Number of % of Common Shares Voting Issuer Book Owner's Name of Company Business Type Owned Power Value Book Value --------------- ------------- ------------- ------ ----------- ---------- (In thousands dollar) The Toledo Edison Company (TE) Public utility company 39,133,887 100.00% 749,521 749,521 First mortgage bonds (11) 145,000 145,000 Unsecured notes and debentures(11) 85,250 85,250 Secured notes (11) 309,451 309,451 Short-term debt (12) 70,000 70,000 Money pool (13) (285,714) (285,714) Ohio Valley Electric Corporation (OVEC) (3) Public utility company 4,000 4.00% 400 400 Indiana-Kentucky Electric Corporation The Toledo Edison Capital Corporation (TECC) (4) Financing subsidiaries 1,000 90.00% 26,543 26,543 Shippingport Capital Trust (7) Financing subsidiaries Akron Development Fund I, Ltd. 7.92% 430 430 Kinetic Ventures I, LLC (6) Rule 58 energy-related 11.11% 2,923 2,923 Kinetic Ventures II, LLC (6) Rule 58 energy-related 14.28% 4,379 4,379 Kinetic Ventures III, LLC (6) Rule 58 energy-related 8.00% Nth Power Technologies II, LLC (6) Rule 58 energy-related 8.22% 3,871 3,871 Nth Power Technologies II-A, LLC (6) Rule 58 energy-related 5.33% 745 745 Pantellos Corporation ETC 8.21% 2,460 2,460 PowerSpan Corp. Rule 58 energy-related 18.63% UMICO Holdings, Inc. (UMICO)* 71,947 36.00% Utility.com, Inc. Rule 58 energy-related 5.0% * Inactive 7
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note: - ---- (1) GPUDH owns a 9.89% interest and OE owns a 6% interest in EnviroTech Investment Fund I LP. (2) JCP&L(44%), Met-Ed(32%), Penelec(24%) collectively own all of the common stock of Saxton Nuclear Experimental Corporation. (3) OE owns a 16.5% interest in OVEC and TE owns a 4% interest in OVEC. (4) TE owns a 90% interest in TECC and CEI owns the rest of 10% interest. (5) EI UK Holdings, Inc. owns 50% voting (20.1% economic) interest in Aquila Sterling Holding LLC. (6) A noncorporate subsidiary or affiliate. (7) Under the revised FIN 46, "Consolidation of Variable Interest Entities," which was adopted at year end 2003, CEI was determined to be the primary beneficiary through its debt variable interest of Shippingport Capital Trust and therefore consolidated the trust. CEI has indirect owner's interest in Shippingport Capital Trust through a 10% voting interest in TECC whose 3% ownership interest in Shippingport Capital Trust equates to a $2,096,000 owner's book value. TE has a 90% interest in TECC. (8) Under the revised Fin 46, OE was determined to be the primary beneficiary of PNBV Capital Trust. Ownership of the trust includes a 3% equity interest by a nonaffiliated third party and a 3% equity interest held by OES Ventures, a wholly owned subsidiary of OE. (9) Met-Ed and Penelec created statutory business trusts to issue trust preferred securities. Prior to the adoption of the revised FIN 46, these trusts had been consolidated by FirstEnergy and the respective operating company. Application of the guidance in FIN 46R resulted in the holders of the preferred securities being considered the primary beneficiaries of these trusts. Therefore, FirstEnergy, Met-Ed and Penelec have deconsolidated the trusts. (10) Upon application of FIN 46R, Leaseco met the criteria of a VIE and FirstEnergy was determined not to be its primary beneficiary. Therefore, effective December 31, 2003 Leaseco was deconsolidated. (11) Details of Unsecured Notes, Secured Notes and First Mortgage Bonds are presented after the footnotes. (12) Details of Short-term Debt are presented after the footnotes. (13) Details of Money Pool are presented after the footnotes. 8 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note (11) Unsecured Notes, Secured Notes, and First Mortgage Bonds FIRSTENERGY CORP. Unsecured notes: 5.50% due 2006........................................... 1,000,000 6.45% due 2011........................................... 1,500,000 7.375% due 2031.......................................... 1,500,000 2.313% due 2004.......................................... 200,000 2.638% due 2004.......................................... 70,000 7.70% due 2005........................................... 300,000 --------- Total unsecured notes...................................... 4,570,000 --------- FIRST COMMUNICATIONS, LLC Unsecured notes: 6.21% due 2007........................................... 5,407 --------- FIRSTENERGY FACILITIES SERVICES GROUP, LLC Secured notes 7.34% due 2009........................................... 4,449 7.125% due 2023.......................................... 1,896 3.75% due 2016........................................... 1,374 7.3% due 2006............................................ 29 8.0% due 2004............................................ 6 --------- Total secured notes........................................ 7,754 --------- FIRSTENERGY PROPERTIES, INC. Secured notes: 7.89% due 2006........................................... 9,438 --------- FIRSTENERGY SOLUTIONS CORP. Pollution Control Notes: 5.00% due 2028........................................... 15,000 --------- FIRSTENERGY VENTURES CORP. Secured notes: 5.875% due 2020.......................................... 71,800 6.625% due 2020.......................................... 68,800 ......................................................... 410 --------- Total secured notes........................................ 141,010 --------- 9 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note (11) (Continued) - --------------------- JERSEY CENTRAL POWER & LIGHT COMPANY First mortgage bonds: 7.125% due 2004.......................................... 160,000 6.780% due 2005.......................................... 50,000 6.850% due 2006.......................................... 40,000 7.125% due 2009.......................................... 6,300 7.100% due 2015.......................................... 12,200 8.320% due 2022.......................................... 40,000 7.980% due 2023.......................................... 40,000 7.500% due 2023.......................................... 125,000 8.450% due 2025.......................................... 50,000 6.750% due 2025.......................................... 150,000 --------- Total first mortgage bonds................................. 673,500 --------- Secured notes: 6.450% due 2006.......................................... 150,000 4.190% due 2007.......................................... 67,312 5.390% due 2010.......................................... 52,297 5.810% due 2013.......................................... 77,075 6.160% due 2017.......................................... 99,517 4.800% due 2018.......................................... 150,000 --------- Total secured notes........................................ 596,201 --------- Unsecured notes: 7.69% due 2039........................................... 2,968 --------- METROPOLITAN EDISON COMPANY First mortgage bonds: 6.34% due 2004........................................... 40,000 6.77% due 2005........................................... 30,000 6.36% due 2006........................................... 17,000 6.40% due 2006........................................... 33,000 6.00% due 2008........................................... 8,265 6.10% due 2021........................................... 28,500 5.95% due 2027........................................... 13,690 --------- Total first mortgage bonds................................. 170,455 --------- Secured notes: 5.72% due 2006........................................... 100,000 5.93% due 2007........................................... 50,000 4.45% due 2010........................................... 100,000 4.95% due 2013........................................... 150,000 --------- Total secured notes........................................ 400,000 --------- Unsecured notes: 7.69% due 2039........................................... 5,936 7.35% due 2039........................................... 95,711 --------- Total unsecured notes...................................... 101,647 --------- 10 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note (11) (Continued) - --------------------- OHIO EDISON COMPANY: First mortgage bonds: 6.875% due 2005......................................... 80,000 -------- Secured notes: 7.680% due 2005......................................... 109,081 * 1.050% due 2015......................................... 19,000 6.750% due 2015......................................... 40,000 * 3.250% due 2015......................................... 50,000 7.050% due 2020......................................... 60,000 * 1.100% due 2021......................................... 443 5.375% due 2028......................................... 13,522 5.625% due 2029......................................... 50,000 5.950% due 2029......................................... 56,212 * 1.050% due 2030......................................... 60,400 * 1.100% due 2031......................................... 69,500 * 1.100% due 2033......................................... 7,100 5.450% due 2033......................................... 14,800 * 2.250% due 2033......................................... 50,000 Limited Partnerships- 7.37% weighted average interest rate due 2004-2010.......................................... 21,432 ------- Total secured notes........................................... 671,490 ------- Unsecured notes: * 2.238% due 2005......................................... 40,000 4.000% due 2008......................................... 175,000 * 1.120% due 2014......................................... 50,000 5.450% due 2015......................................... 150,000 * 5.800% due 2016......................................... 47,725 * 1.340% due 2018......................................... 33,000 * 1.300% due 2018......................................... 23,000 * 1.300% due 2023......................................... 50,000 * 4.650% due 2033......................................... 108,000 ------- Total unsecured notes......................................... 676,725 ------- * Denotes variable rate issue with December 31, 2003 interest rate shown. 11 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note (11) (Continued) - --------------------- PENNSYLVANIA POWER COMPANY First mortgage bonds- 9.740% due 2004-2019..................................... 15,617 6.375% due 2004.......................................... 20,500 6.625% due 2004.......................................... 14,000 8.500% due 2022.......................................... 27,250 7.625% due 2023.......................................... 6,500 ------ Total first mortgage bonds.................................... 83,867 ------ Secured notes- 5.400% due 2013.......................................... 1,000 5.400% due 2017.......................................... 10,600 *1.100% due 2017.......................................... 17,925 5.900% due 2018.......................................... 16,800 *1.100% due 2021.......................................... 14,482 6.150% due 2023.......................................... 12,700 *1.200% due 2027.......................................... 10,300 5.375% due 2028.......................................... 1,734 5.450% due 2028.......................................... 6,950 6.000% due 2028.......................................... 14,250 5.950% due 2029.......................................... 238 ------ Total secured notes........................................... 106,979 ------- Unsecured notes- *2.500% due 2029.......................................... 14,500 *5.900% due 2033.......................................... 5,200 ------- Total unsecured notes......................................... 19,700 ------- * Denotes variable rate issue with December 31, 2003 interest rate shown. Pennsylvania Electric Company First mortgage bonds: 6.125% due 2007.......................................... 3,700 5.35% due 2010........................................... 12,310 5.35% due 2010........................................... 12,000 5.80% due 2020........................................... 20,000 6.05% due 2025........................................... 25,000 -------- Total first mortgage bonds.................................... 73,010 -------- Unsecured notes: 5.75% due 2004........................................... 125,000 7.50% due 2005........................................... 8,000 6.125% due 2009.......................................... 100,000 7.77% due 2010........................................... 35,000 6.625% due 2019.......................................... 125,000 7.34% due 2039........................................... 95,520 7.49% due 2039........................................... 2,968 -------- Total unsecured notes.................................... 491,488 -------- 12 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note (11) (Continued) - --------------------- THE CLEVELAND ELECTRIC ILLUMINATING COMPANY First mortgage bonds: 6.860% due 2008.......................................... 125,000 --------- Unsecured notes: 6.000% due 2013.......................................... 78,700 5.650% due 2013.......................................... 300,000 9.000% due 2031.......................................... 103,093 * 5.580% due 2033.......................................... 27,700 --------- 509,493 7.682% due to associated companies 2005-2016............. 198,843 --------- Total unsecured notes......................................... 708,336 --------- Secured notes: 7.000% due 2004-2009..................................... 1,730 7.670% due 2004.......................................... 280,000 7.130% due 2007.......................................... 120,000 7.430% due 2009.......................................... 150,000 * 1.120% due 2015.......................................... 39,835 7.880% due 2017.......................................... 300,000 * 1.120% due 2018.......................................... 72,795 * 1.150% due 2020.......................................... 47,500 6.000% due 2020.......................................... 62,560 6.100% due 2020.......................................... 70,500 9.520% due 2021.......................................... 7,500 8.000% due 2023.......................................... 46,100 7.625% due 2025.......................................... 53,900 7.700% due 2025.......................................... 43,800 7.750% due 2025.......................................... 45,150 5.375% due 2028.......................................... 5,993 3.400% due 2030.......................................... 23,255 * 1.150% due 2033.......................................... 30,000 --------- Total secured notes........................................... 1,400,618 --------- * Denotes variable rate issue with December 31, 2003 interest rate shown. 13 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note (11) (Continued) - --------------------- TOLEDO EDISON COMPANY First mortgage bonds: 7.875% due 2004............................................ 145,000 --------- Unsecured notes and debentures: * 4.850% due 2030............................................ 34,850 * 4.500% due 2033............................................ 31,600 * 5.580% due 2033............................................ 18,800 --------- Total unsecured notes and debentures.......................... 85,250 --------- Secured notes: 7.670% due 2004............................................ 70,000 7.130% due 2007............................................ 30,000 7.625% due 2020............................................ 45,000 7.750% due 2020............................................ 54,000 9.220% due 2021............................................ 15,000 8.000% due 2023............................................ 30,500 6.100% due 2027............................................ 10,100 5.375% due 2028............................................ 3,751 * 1.150% due 2033............................................ 30,900 * 1.100% due 2033............................................ 20,200 --------- Total secured notes........................................... 309,451 --------- * Denotes variable rate issue with December 31, 2003 interest rate shown. 14 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note (12) Short-term Debt - ------------------------- FIRSTENERGY CORP. Short-term debt: 3.0625%.................................................. 80,000 2.4875%.................................................. 200,000 -------- Total short-term debt......................................... 280,000 -------- OHIO EDISON COMPANY Short-term debt: 1.75%.................................................... 14,000 2.25%.................................................... 3,000 1.08375%................................................. 149,690 various.................................................. 4,850 -------- Total short-term debt......................................... 171,540 -------- TOLEDO EDISON COMPANY Short-term debt: 2.5625%.................................................. 70,000 -------- SHORT-TERM BORROWINGS - ASSOCIATE COMPANY: THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 8.75% loan from Toledo Edison Company ................... 8,524 7.682% loan from Toledo Edison Company................... 10,553 -------- Total short-term borrowings................................... 19,077 -------- 15 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Note (13) Money Pool - -------------------- Loan to/ December 31, 2003 (Borrowing from) Company Interest Rate (In thousands $) - ------- ------------- ---------------- American Transmission Systems, Incorporated 1.65290% 103,546 FELHC, Inc. 1.44162% 49 FirstEnergy Corp. 1.44162% 1,770,761 FirstEnergy Facilities Service Group LLC 1.44162% (11,655) FirstEnergy Nuclear Operating Company 1.44162% 53,955 FirstEnergy Properties, Inc. 1.44162% 24,203 FirstEnergy Service Company 445,464 FirstEnergy Solutions Corp. 1.44162% (1,070,395) FirstEnergy Ventures Corp. 1.44162% 25,992 GPU Capital, Inc. 1.44162% (852,314) GPU Nuclear, Inc. 1.44162% (2,863) GPU Telcom Services, Inc. 1.44162% (41,161) Jersey Central Power & Light Company 1.65290% (230,985) MARBEL Energy Corporation 1.44162% 14,963 Metropolitan Edison Company 1.65290% (54,868) MYR Group Inc. 1.44162% 2,965 Ohio Edison Company 1.44162% 355,167 Pennsylvania Electric Company 1.65290% (78,510) The Cleveland Electric Illuminating Company 1.65290% (168,597) The Toledo Edison Company 1.65290% (285,714) 16 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2003 (Continued) Changes in the status of subsidiary during 2003: - ----------------------------------------------- FirstEnergy exercised its agreement on FirstEnergy Communications LLC, to increase its percentage ownership from 31.08% to 65% on January 1, 2003. FirstEnergy sold Webb Technologies, Inc. and Colonial Mechanical Corporation on January 15, 2003. GPU Advanced Resources, Inc. was dissolved on March 26, 2003. FirstEnergy divested its ownership in GPU Empresa Distribuidora Electrica Regional, S.A. (Emdersa) through the abandonment of its shares in Emdersa's parent company, GPU Argentina Holdings, Inc. on April 18, 2003. GPU Service, Inc. was merged into FirstEnergy Service Company on June 1, 2003. FirstEnergy sold Northeast Ohio Natural Gas Corp. on June 30, 2003. JCP&L Capital L.P. was dissolved on August 4, 2003. JCP&L Preferred Capital, Inc. was dissolved on August 11, 2003. Austran Holdings, Inc. and GPU Australia Holdings, Inc. were dissolved on September 12, 2003. FirstEnergy reached an agreement to sell its 20.1% interest in Aquila Sterling Limited, parent company of Avon Energy Partners Holdings and Midlands Electricity plc on October 21, 2003. The sale was completed on January 16, 2004. FirstEnergy owns a 10% interest in The Alliance Participants Administrative and Startup Activities Company, LLC (BridgeCo). BridgeCo was dissolved on October 31, 2003. OE owns a 7.5% limited partnership interest in CID Ohio Equity Capital, Limited Partnership Fund IV (CID). CID was dissolved in the fourth quarter 2003, and FirstEnergy received final distribution on November 3, 2003. FirstEnergy sold Empresa Guaracachi S.A. (EGSA) and Guaracachi America, Inc. on December 11, 2003. Ancoma, Inc. was sold on December 29, 2003. Advanced Technologies Development Corp. merged into GPU Telcom Services, Inc. on December 31, 2003. GPU Telcom Services, Inc. renamed to FirstEnergy Telecom Services, Inc. on January 1, 2004. FirstEnergy reached an agreement to sell its 28.67% interest in Termobarranquilla S.A. (TEBSA); Barranquilla Lease Holding, Inc.; Los Amigos Leasing Company, Ltd.; EI Barranquilla, Inc.; EI International and GPUI Colombia, Ltda. to Darby Delaware Mezzanine Holdings L.L.C. in 2003. The sale was completed on January 31, 2004. 17 ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS Marbel Energy Corporation sold its interest in Northeast Ohio Natural Gas Company on June 30, 2003 in a transaction exempt under Rule 44(b). 18 ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES Item 3. Issue, Sale, Pledge, Guarantee or Assumption of System Securities
Principal Amount Of Stated Value -------------------------------------- Name of Issuer Name of Pledged, Guaranteed and Title of Issue Company Issuing Issued and Sold or Assumed ------------------ --------------- --------------- -------------------- (1) (2) (3) (4) FirstEnergy Corp. FirstEnergy Corp. $ 17,572,863 (a) Ohio Edison Company Ohio Edison Company $ 927,100 (a) Cleveland Electric Illuminating Company Cleveland Electric Illuminating Company $ 486,101 (a) Pennsylvania Power Company Pennsylvania Power Company $ 11,527,847 (b) FirstEnergy Solutions Corp. FirstEnergy Solutions Corp. $ 20,692,812 (a) FirstEnergy Facilities Services Group, LLC FirstEnergy Facilities Services Group, LLC $ 76,352,447 (a) Jersey Central Power & Light Company Jersey Central Power & Light Company $ 11,189,134 (c) Metropolitan Edison Company Metropolitan Edison Company $ 5,370,780 (d) Pennsylvania Electric Company Pennsylvania Electric Company $ 4,625,280 (e) GPU Telcom Services GPU Telcom Services $ 126,500 (a) GPU Energy GPU Energy $ 4,141,558 (a) MYR Group MYR Group $ 37,700,261 (a)
Commission Date of Transaction Proceeds Authorization - -------------------- -------- ------------- (5) (6) (7) Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 Various N/A Rule 45 (a) Represents miscellaneous surety bonds for various purposes. (b) Represents surety bonds relating to environmental issues ($11,454,222) and miscellaneous surety bonds for various purposes ($73,625). (c) Represents letters of credit ($9,250,558) and miscellaneous surety bonds for various purposes ($1,938,576). (d) Represents letters of credit ($3,589,890), surety bonds ($1,035,390) for workers' compensation insurance, and miscellaneous surety bonds for various purposes ($745,500). (e) Represents letters of credit ($3,589,890) and surety bonds ($1,035,390) for workers' compensation insurance. 19 ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Name of Issuer Name of Company and Acquiring, Redeeming or Authorization Title of Issue Retiring Securities Consideration Disposition or Exemption - ---------------------------- ------------------------- ------------- ----------------- -------------- Ohio Edison Company: Secured Trust Notes Ohio Edison $ 64,047,647 Redeemed/Retired Rule 42 ============= First Mortgage Bonds Ohio Edison $ 377,036,300 Redeemed/Retired Rule 42 ============= Unsecured Notes Ohio Edison $ 325,000,000 Acquired Rule 42 ============= Pollution Control Notes Ohio Edison $ 30,000,000 Redeemed/Retired Rule 42 ============= Pennsylvania Power Company First Mortgage Bonds Penn Power $ 40,974,000 Redeemed/Retired Rule 42 ============= Preferred Stocks Penn Power $ 750,000 Redeemed/Retired Rule 42 ============= Cleveland Electric Illuminating Company Medium Term Notes CEI $ 15,000,000 Redeemed/Retired Rule 42 ============= First Mortgage Bonds CEI $ 556,195,000 Redeemed/Retired Rule 42 ============= Pollution Control Notes CEI $ 81,670,000 Redeemed/Retired Rule 42 ============= Preferred Stocks CEI $ 1,000,000 Redeemed/Retired Rule 42 ============= Unsecured Notes CEI $ 300,000,000 Acquired Rule 42 ============= Toledo Edison Company First Mortgage Bonds TE $ 33,725,000 Redeemed/Retired Rule 42 ============= Medium Term Notes TE $ 62,400,000 Redeemed/Retired Rule 42 ============= Pollution Control Notes TE $ 73,910,000 Redeemed/Retired Rule 42 ============= Note: See pages 22 to 30 for a detailed description of the above transactions. 20
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Name of Issuer Name of Company and Acquiring, Redeeming or Authorization Title of Issue Retiring Securities Consideration Disposition or Exemption - ---------------------------- ------------------------- ------------- ----------------- -------------- Bayshore Power Company Pollution Control Notes Bayshore $ 2,600,000 Redeemed/Retired Rule 42 ============= Jersey Central Power & Light Trust Preferred JCP&L $ 125,244,000 Redeemed/Retired Rule 42 ============= First Mortgage Bonds JCP&L $ 229,369,524 Redeemed/Retired Rule 42 ============= Secured Notes JCP&L $ 150,000,000 Acquired Rule 42 ============= Unsecured Notes JCP&L $ 15,818 Redeemed/Retired Rule 42 ============= JCP&L Transition Funding LLC Transition Bonds JCP&L Transition Funding LLC $ 23,799,102 Redeemed/Retired Rule 42 ============= Metropolitan Edison Company Medium Term Notes Met-Ed $ 266,993,000 Redeemed/Retired Rule 42 ============= Unsecured Notes Met-Ed $ 31,636 Redeemed/Retired Rule 42 ============= Secured Notes Met-Ed $ 250,000,000 Acquired Rule 42 ============= Pollution Control Notes Met-Ed $ 435,000 Redeemed/Retired Rule 42 ============= Pennsylvania Electric Company Pollution Control Notes Penelec $ 205,000 Redeemed/Retired Rule 42 ============= Unsecured Notes Penelec $ 15,818 Redeemed/Retired Rule 42 ============= Note: See pages 22 to 30 for a detailed description of the above transactions. 21
Principal Amount or Stated Value Name of Issuer Name of Company ----------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------- ---------------------- ------------ ----------- ------------ -------------- ------------- Ohio Edison Company Secured Trust Notes: 7.680% PEPCO Ohio Edison $ 4,299,109 1/21/2003 $ 5,339,133 Rule 42 7.680% PEPCO Ohio Edison $ 4,326,298 2/21/2003 $ 5,338,807 Rule 42 7.680% PEPCO Ohio Edison $ 4,353,661 3/21/2003 $ 5,338,481 Rule 42 7.680% PEPCO Ohio Edison $ 4,381,191 4/21/2003 $ 5,338,148 Rule 42 7.680% PEPCO Ohio Edison $ 4,408,898 5/21/2003 $ 5,337,816 Rule 42 7.680% PEPCO Ohio Edison $ 4,436,781 6/21/2003 $ 5,337,482 Rule 42 7.680% PEPCO Ohio Edison $ 4,464,840 7/21/2003 $ 5,337,145 Rule 42 7.680% PEPCO Ohio Edison $ 4,493,076 8/21/2003 $ 5,336,807 Rule 42 7.680% PEPCO Ohio Edison $ 4,521,491 9/21/2003 $ 5,336,466 Rule 42 7.680% PEPCO Ohio Edison $ 4,550,086 10/21/2003 $ 5,336,123 Rule 42 7.680% PEPCO Ohio Edison $ 4,578,891 11/21/2003 $ 5,335,808 Rule 42 7.680% PEPCO Ohio Edison $ 4,607,819 12/21/2003 $ 5,335,431 Rule 42 ------------ ----------- $ 53,422,141 $64,047,647 ============ =========== First Mortgage Bonds: 8.625% Series Ohio Edison $150,000,000 9/15/2003 $150,000,000 Rule 42 8.750% Series Ohio Edison $50,960,000 5/15/2003 $ 52,871,000 Rule 42 7.875% Series Ohio Edison $93,500,000 5/15/2003 $ 96,660,300 Rule 42 7.625% Series Ohio Edison $75,000,000 6/15/2003 $ 77,505,000 Rule 42 ------------ ------------ $369,460,000 $377,036,300 ============ ============ Unsecured Notes: 4.000% Series Ohio Edison $175,000,000 4/21/2003 $175,000,000 Rule 42 5.450% Series Ohio Edison $150,000,000 4/21/2003 $150,000,000 Rule 42 ------------ ------------ $325,000,000 $325,000,000 ============ =========== Pollution Control Notes: 4.400% Series Ohio Edison $30,000,000 12/1/2003 $30,000,000 Rule 42 =========== =========== 22
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal Amount or Stated Value Name of Issuer Name of Company --------------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------ ----------------------- ----------- ------------- ---------- ------------- ------------ Pennsylvania Power Company First Mortgage Bonds: 9.74% Series Penn Power $ 487,000 5/1/2003 $ 487,000 Rule 42 9.74% Series Penn Power $ 487,000 11/1/2003 $ 487,000 Rule 42 7.50% Series Penn Power $ 40,000,000 8/1/2003 $40,000,000 Rule 42 ------------ ----------- $ 40,974,000 $40,974,000 ============ =========== Preferred Stock: 7.625% Series Penn Power $ 750,000 10/1/2003 $ 750,000 Rule 42 ============ ========= ========== 23
Principal Amount or Stated Value Name of Issuer Name of Company ----------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------- ---------------------- ------------ ----------- ------------ -------------- ------------- Cleveland Electric Illuminating Company Medium Term Notes: 7.750% Series CEI $ 10,000,000 3/3/2003 $ 10,000,000 Rule 42 7.750% Series CEI $ 5,000,000 3/5/2003 $ 5,000,000 Rule 42 ------------ ------------ $ 15,000,000 $ 15,000,000 ============ ============ First Mortgage Bonds: 7.375% Series CEI $100,000,000 6/1/2003 $100,000,000 Rule 42 9.000% Series CEI $150,000,000 12/29/2003 $156,195,000 Rule 42 9.500% Series CEI $300,000,000 11/19/2003 $300,000,000 Rule 42 ------------ ------------ $550,000,000 $556,195,000 ============ ============ Pollution Control Notes: 7.00% Series B CEI $ 15,000 9/1/2003 $ 15,000 Rule 42 7.00% Series C CEI $ 15,000 9/1/2003 $ 15,000 Rule 42 4.60% Series CEI $ 23,255,000 10/1/2003 $ 23,255,000 Rule 42 4.60% Series CEI $ 12,085,000 10/1/2003 $ 12,085,000 Rule 42 4.60% Series CEI $ 46,300,000 10/1/2003 $ 46,300,000 Rule 42 ----------- ------------ $ 81,670,000 $ 81,670,000 ============ ============ Preferred Stock: 7.35% Series C CEI $ 1,000,000 8/1/2003 $ 1,000,000 Rule 42 ============ ============ Unsecured Note: 5.650% Series CEI $300,000,000 12/9/2003 $300,000,000 Rule 42 ============ ============ 24
Principal Amount or Stated Value Name of Issuer Name of Company ----------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------- ---------------------- ------------ ----------- ------------ -------------- ------------- Toledo Edison Company First Mortgage Bonds: 8.00% Series TE $33,725,000 7/18/2003 $33,725,000 Rule 42 ============ ============ Medium Term Notes: 7.85% Series TE $15,000,000 3/31/2003 $ 15,000,000 Rule 42 7.82% Series TE $38,400,000 3/31/2003 $ 38,400,000 Rule 42 7.78% Series TE $ 1,000,000 4/1/2003 $ 1,000,000 Rule 42 7.76% Series TE $ 5,000,000 4/1/2003 $ 5,000,000 Rule 42 7.91% Series TE $ 3,000,000 4/1/2003 $ 3,000,000 Rule 42 ----------- ------------ $62,400,000 $ 62,400,000 ============ ============ Pollution Control Notes: 10.00% Series TE $ 910,000 8/15/2003 $ 910,000 Rule 42 1.70% Series TE $34,100,000 7/18/2003 $ 34,100,000 Rule 42 1.70% Series TE $33,200,000 7/18/2003 $ 33,200,000 Rule 42 1.70% Series TE $ 5,700,000 9/1/2003 $ 5,700,000 Rule 42 ------------ ------------ $73,910,000 $ 73,910,000 ============ ============ 25
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal Amount or Stated Value Name of Issuer Name of Company --------------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------ ----------------------- ----------- ------------- ---------- ------------- ------------ Bayshore Power Company Pollution Control Notes: 5.875% Series Bayshore $1,600,000 9/1/2003 $1,600,000 Rule 42 6.625% Series Bayshore $1,000,000 9/1/2003 $1,000,000 Rule 42 ---------- ---------- ---------- ---------- $2,600,000 $2,600,000 ========== ========== 26
Principal Amount or Stated Value Name of Issuer Name of Company ----------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------- ---------------------- ------------ ----------- ------------ -------------- ------------- Jersey Central Power & Light Trust Preferred: 8.56% Series JCP&L $125,244,000 6/29/2003 $125,244,000 Rule 42 ============ ============ First Mortgage Bonds: 8.25% Series JCP&L $23,053,000 7/3/2003 $23,053,000 Rule 42 9.20% Series JCP&L $22,963,000 7/3/2003 $23,808,038 Rule 42 7.90% Series JCP&L $18,361,000 7/3/2003 $18,361,000 Rule 42 8.55% Series JCP&L $13,623,000 7/3/2003 $14,147,486 Rule 42 6.375% Series JCP&L $150,000,000 5/1/2003 $150,000,000 Rule 42 ------------ ------------ $228,000,000 $229,369,524 ============ ============ Secured Notes: 4.800% Series JCP&L $150,000,000 5/22/2003 $150,000,000 Rule 42 ============ ============ Unsecured Notes: 7.69% Series (Cowanesque) JCP&L $ 15,818 8/31/2003 $ 15,818 Rule 42 ============ ============ 27
Principal Amount or Stated Value Name of Issuer Name of Company ----------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------- ---------------------- ------------ ----------- ------------ -------------- ------------- JCP&L Transition Funding LLC Transition Bonds: 4.19% Series JCP&L Transition Funding LLC $10,090,330 3/5/2003 $10,090,330 Rule 42 4.19% Series JCP&L Transition Funding LLC $ 4,935,300 6/5/2003 $ 4,935,300 Rule 42 4.19% Series JCP&L Transition Funding LLC $ 4,372,541 9/5/2003 $ 4,372,541 Rule 42 4.19% Series JCP&L Transition Funding LLC $ 4,400,931 12/5/2003 $ 4,400,931 Rule 42 ---------- ----------- $23,799,102 $23,799,102 =========== =========== 28
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal Amount or Stated Value Name of Issuer Name of Company --------------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------ ----------------------- ----------- ------------- ---------- ------------- ------------ Metropolitan Edison Medium Term Notes 6.60% Series MetEd $ 20,000,000 6/18/2003 $ 20,000,000 Rule 42 7.22% Series MetEd $ 40,000,000 1/30/2003 $ 40,000,000 Rule 42 8.60% Series MetEd $ 30,000,000 4/15/2003 $ 31,161,000 Rule 42 8.80% Series MetEd $ 30,000,000 4/15/2003 $ 31,188,000 Rule 42 8.15% Series MetEd $ 60,000,000 4/15/2003 $ 62,448,000 Rule 42 7.35% Series MetEd $ 20,000,000 4/19/2003 $ 20,000,000 Rule 42 7.65% Series MetEd $ 30,000,000 6/22/2003 $ 31,149,000 Rule 42 6.97% Series MetEd $ 30,000,000 10/19/2003 $ 31,047,000 Rule 42 ------------ ------------ $260,000,000 $266,993,000 ============ ============ Unsecured Notes: 7.69% Series (Cowanesque) MetEd $ 31,636 8/31/2003 $ 31,636 Rule 42 ============ ============ Secured Notes: 4.45% Series MetEd $100,000,000 3/20/2003 $100,000,000 Rule 42 4.95% Series MetEd $150,000,000 3/20/2003 $150,000,000 Rule 42 ------------- ------------ $250,000,000 $250,000,000 ============ ============ Pollution Control Notes: 6.00% Series MetEd $ 435,000 1/1/2003 $ 435,000 Rule 42 ============ ============ 29
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal Amount or Stated Value Name of Issuer Name of Company --------------------------- and Acquiring, Redeeming or Redeemed Date of Commission Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization (1) (2) (3) (4) (5) (6) (7) - ------------------------ ----------------------- ----------- ------------- ---------- ------------- ------------ Pennsylvania Electric Pollution Control Notes 6.125% Series Penelec $ 205,000 12/1/2003 $ 205,000 Rule 42 ========== ======== Unsecured Notes: 7.69% Series (Cowanesque) Penelec $ 15,818 8/31/2003 $ 15,818 Rule 42 ========= ======== 30
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2003
Owner's Book Security Value (In Name Owned Shares % Ownership Nature of Business thousands) - ------------------------------------- -------- ------ ----------- -------------------------------- ------------ Active Power, Inc. Common Stock 236,221 0.60% A developer of flywheel energy $ 685 storage system for use in uninterruptible power supply and other power quality applications APX Series B-2 & 4.37% Operates Internet-based exchanges 4,682 Series C for the buying & selling of Preferred Stock electricity, energy transmission and related products Ballard Power Systems, Inc. Common Stock 1,465,463 1.25% Develop, manufacture and market 17,336 fuel cells and related systems Cleveland Development Partnership II LP 1.47% Housing and urban development 559 Cleveland Civic Housing Fund LLC 4.00% Housing and urban development 233 Enertech Capital Partners II, LP Limited 2.10% A venture capital fund which 3,542 Partnership invests in energy-related technology or service companies 26 Misc. de minimis investments 1,693 31
ITEM 6. OFFICERS AND DIRECTORS PART I. AS OF DECEMBER 31, 2003
FirstEnergy ATSI ELHC FEFSG FENOC Properties ------------ ------- ---------- ----------- ----------- -------------- H. Peter Burg (A) CH,CEO,D P,D P,D M CH,CEO,D P,D Paul T. Addison (A) D Dr. Carol A. Cartwright (A) D William F. Conway (A) D William T. Cottle (A) D Douglas S. Elliott (B) P Joseph J. Hagan (A) SVP Robert B. Heisler, Jr. (A) D Robert L. Loughhead (A) D Russell W. Maier (A) D John M. Pietruski (A) D Robert N. Pokelwaldt (A) D Paul J. Powers (A) D Catherine A. Rein (A) D Robert C. Savage (A) D George M. Smart (A) D Jesse T. Williams, Sr. (A) D Dr. Patricia K. Woolf (A) D 32
ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
FirstEnergy ATSI FELHC FEFSG FENOC Properties ------------- ----------- -------- ----------- ----------- ---------- Mark B. Bezilla (A) VP Gary R. Leidich (A) P,CNO,D Lew W. Myers (A) COO Stanley F. Szwed (A) VP VP Frederick G. von Ahn (A) VP Anthony J. Alexander (A) P,COO,ACEO,D D D M D D Richard H. Marsh (A) SVP,CFO D,SVP,CFO D M,SVP,CFO SVP,CFO D,SVP,CFO Leila L. Vespoli (A) SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC Harvey L. Wagner (A) VP,C,CAO VP,C VP VP,C VP,C David W. Whitehead (A) CS CS CS CS CS VP,CS Edward J. Udovich (A) ACS ACS ACS ACS ACS ACS Thomas C. Navin (A) T T T T T T Randy Scilla (A) AT AT AT AT AT AT Jeffrey R. Kalata (A) AC AC AC AC AC Paulette R. Chatman (C) AC AC AC AC AC
33 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
FE FirstEnergy ATSI FELHC FEFSG FENOC Properties ------------ ---------- ----------- ---------- ----------- ------------ William R. Kanda (G) VP AVP Steven F. Lux (A) L. W. Pearce (P) VP Roger D. Ruch (B) C Arthur W. Yuan (B) VP,COO
34 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
FirstEnergy FirstEnergy GPU Transfer FECO FES Ventures Capital --------------- -------------- -------------- --------------- ----------- H. Peter Burg (A) D CEO,D D D D Mark A. Julian (A) Anthony J. Alexander (A) D P,COO,D P,D D P,D Richard H. Marsh (A) D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D Leila L. Vespoli (A) SVP,GC SVP,GC SVP,GC SVP,GC Harvey L. Wagner (A) VP,C VP,C VP,C VP,C David W. Whitehead (A) P,CS VP,CETO,CS CS CS CS Edward J. Udovich (A) ACS ACS ACS ACS ACS Thomas C. Navin (A) T T T T T Randy Scilla (A) AT AT AT AT AT Jeffrey R. Kalata (A) AC AC AC AC Paulette R. Chatman (C) AC AC AC AC Kevin J. Keough (A) SVP,RP P Bradley S. Ewing (A) Douglas S. Elliott (B) SVP Guy L. Pipitone (A) SVP
35 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
FirstEnergy FirstEnergy GPU Transfer FECO FES Ventures Capital --------------- -------------- ---------------- ------------------ ---------- Mary Beth Carroll (A) VP Stanley F. Szwed (A) VP Lynn M. Cavalier (A) VP Mark T. Clark (A) VP Kathryn W. Dindo (A) VP,CRO Michael J. Dowling (A) VP Terrance G. Howson (C) VP Ali Jamshidi (A) VP,CIO Charles E. Jones (A) SVP,D David C. Luff (A) VP Thomas M. Welsh (A) VP Bradford F. Tobin (A) VP,CPO Alfred G. Roth (B) VP Donald R. Schneider (A) VP
36 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
FirstEnergy FirstEnergy GPU Transfer FECO FES Ventures Capital ------------ ----------- ------------- ------------- -------------- Trent A. Smith (B) VP Dennis M. Chack (K) RP Paul W. Allison (K) RVP Thomas A. Clark (I) RP Jeffrey A. Elser (I) RVP Ronald P. Lantzy (N) RP Stephen E. Morgan (C) RP James M. Murray (L) RP Jack A. Kline (O) RP Steven A. Schumacher (O) RVP John E. Paganie (M) RP Jacqueline L. Roth (M) RVP Donald M. Lynch (J) RP Steven E. Strah (C) RP Steven L. Feld (C) RVP
37 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
GPU GPU GPUDH GPUN Power Telcom JCP&L ------------- ------------ ------------- -------------- --------------- H. Peter Burg (A) D CH,CEO,D D D William F. Conway (A) D Stanley C. Van Ness (Q) D D Gelorma E. Persson (F) Anthony J. Alexander (A) P,D D P,D P,D Richard H. Marsh (A) SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO Leila L. Vespoli (A) SVP,GC SVP,GC SVP,GC SVP,GC,D Harvey L. Wagner (A) VP,C VP,C VP,C VP,C VP,C David W. Whitehead (A) CS CS CS CS CS Edward J. Udovich (A) ACS ACS ACS ACS ACS Thomas C. Navin (A) T T T T T
38 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
GPU GPU GPUDH GPUN Power Telcom JCP&L ------------- -------------- ------------- -------------- -------------- Randy Scilla (A) AT AT AT AT AT Jeffrey R. Kalata (A) AC AC AC AC AC Paulette R. Chatman (C) AC AC AC AC AC Kevin J. Keough (A) SVP Bradley S. Ewing (A) Mark A. Julian (A) Gary R. Leidich (A) P,CNO,D Stephen E. Morgan (C) D Charles E. Jones (A) D,P
39 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
MARBEL Met-Ed MYR OE Penelec CEI TE -------- ------------ --------- ----------- ------------- ---------- -------- H. Peter Burg (A) D P,D D P,D P,D P,D P,D Anthony J. Alexander (A) P,D D D D D D D Richard H. Marsh (A) SVP,CFO SVP,CFO,D D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D Leila L. Vespoli (A) SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC Harvey L. Wagner (A) VP,C VP,C VP,C VP,C VP,C VP,C David W. Whitehead (A) CS CS CS CS CS CS Edward J. Udovich (A) ACS ACS ACS ACS ACS ACS Thomas C. Navin (A) T T T T T T Randy Scilla (A) AT AT AT AT AT AT Jeffrey R. Kalata (A) AC AC AC AC AC Paulette R. Chatman (C) AC AC AC AC AC Kevin J. Keough (A) RP
40 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
MARBEL Met-Ed MYR OE Penelec CEI TE --------- ----------- ----------- --------- ------------ ----------- -------- Stanley F Szwed (A) VP VP VP Charles E. Jones (A) D SVP SVP SVP SVP SVP William A. Koertner (D) P,CEO Michael F. Knapp (D) GVP John A. Fluss (D) GVP William H. Green (D) SVP, COO Elaine K. Hughes (D) VP Robert E. McDaniel (D) VP Greg R. Medici (D) C,AT Brian L. Smolinski (D) VP James P. Urbas (D) VP
41 ITEM 6. OFFICERS AND DIRECTORS (Continued) PART I. AS OF DECEMBER 31, 2003
MARBEL Met-Ed MYR OE Penelec CEI TE --------- ---------- ------------- --------- --------- ---------- ------- Dennis M. Chack (K) RP Paul W. Allison (K) RVP Thomas A. Clark (I) RP Jeffrey A. Elser (I) RVP Ronald P. Lantzy (N) RP James M. Murray (L) RP Gerald B. Engen, Jr. (D) VP,CLO,S Michael D. Cooper (D) VP Marco Martinez (D) VP,CFO,T Richard S. Swartz, Jr. (D) VP Steven T. Theis (D) VP
42 ITEM 6. OFFICERS AND DIRECTORS (continued) PART I. AS OF DECEMBER 31, 2003 (A) Address is 76 South Main St., Akron, Ohio 44308 (B) Address is 395 Ghent Road, Akron, Ohio 44308 (C) Address is 300 Madison Ave., Morristown, New Jersey 07962 (D) Address is 1701 West Golf Road, Rolling Meadows, Illinois 60008 (E) Address is 104 Sixth Street, SW, Canton, Ohio 44702 (F) Address is 27 Greenfields Drive, Lakewood, New Jersey 08701 (G) Address is 10 Center Road, Perry, Ohio 44081 (H) Address is 5501 North State Route 2, Oak Harbor, Ohio 43449 (I) Address is 730 South Ave., Youngstown, Ohio 44502 (J) Address is 521 Main Street, Allenhurst, NJ 07711 (K) Address is 6896 Miller Road, Brecksville, Ohio 44141 (L) Address is 300 Madison Ave., Toledo, Ohio 43652 (M) Address is 5404 Evans Road, Erie, PA 16509 (N) Address is 410 Park Ave., West, Mansfield, Ohio 44906 (O) Address is 2800 Pottsville Pike, Reading, PA 19605 (P) Address is Route 168, Shippingport, PA 15077 (Q) Address is 22 Chambers Street, Princeton, New Jersey 08542 43 ITEM 6. OFFICERS AND DIRECTORS (continued) PART I. AS OF DECEMBER 31, 2003 Key Position Held - --- ------------- AC Assistant Controller ACEO Acting Chief Executive Officer ACS Assistant Corporate Secretary AS Assistant Secretary AT Assistant Treasurer AVP Assistant Vice President C Controller CAO Chief Accounting Officer CEO Chief Executive Officer CETO Chief Ethics Officer CFO Chief Financial Officer CH Chairman CIO Chief Information Officer CLO Chief Legal Officer CNO Chief Nuclear Officer COO Chief Operating Officer CPO Chief Procurement Officer CRO Chief Risk Officer CS Corporate Secretary D Director GC General Counsel GVP Group Vice President M Manager P President RP Region President RVP Region Vice President S Secretary SVP Senior Vice President T Treasurer VP Vice President 44 ITEM 6. OFFICERS AND DIRECTORS (continued) PART II. AS OF DECEMBER 31, 2003
Name of Officer Name and Location Position Held Applicable or Director of Financial Institution in Financial Institution Exception Rule --------------- ------------------------ ----------------------- -------------- Robert B. Heisler, Jr. (1) KeyCorp. Executive Vice President 70 Cleveland, OH Dr. Carol A. Cartwright KeyCorp. Director 70 Cleveland, OH Catherine A. Rein Bank of New York Director 70 New York, NY New England Financial, Inc. Director 70 Boston, MA Russell W. Maier Unizan Financial Corp. Director 70 Canton, OH Unizan Bank, National Association Director 70 Canton, OH George M. Smart Unizan Financial Corp. Director 70 Canton, OH Unizan Bank, National Association Director 70 Canton, OH Dr. Patricia K. Woolf (2) The Capital Group Director 70 New York, NY National Life Holding Company of Director 70 Vermont Montpelier, VT Stanley C. Van Ness The Prudential Insurance Company of Director 70 America Newark, NJ
45 ITEM 6. OFFICERS AND DIRECTORS (continued) PART II. AS OF DECEMBER 31, 2003 (continued) (1) Mr. Heisler is also Chief Executive Officer, Chairperson, and Director of KeyBank, National Association, the commercial banking subsidiary of KeyCorp; Director and Chairperson of Key Bank USA, National Association; Chairperson of Key Bank Life Insurance, Ltd.; Director of KeyCorp Insurance Agency, Inc.; Director of KeyCorp Insurance Agency USA Inc.; and Director of Champion Financial Services, Inc. (2) Dr. Woolf is also Director of Growth Fund of America, Director of American Balance Fund, Director of Income Fund of America, Director of Small Cap World Fund, Trustee for Fundamental Investors and Trustee for New Economy Fund - The Capital Group. PART III. Information concerning the compensation and other related information for the Officers and Directors of FirstEnergy and its subsidiary companies is filed as Exhibit F-1 to this Form U5S. 46 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (1) Expenditures, disbursements, or payments during the year, in money, goods or services, directly or indirectly to or for the account of any political party, candidate for public office or holder of such office, or any committee or agent therefor (or any officer or employee acting as such). None (2) Expenditures, disbursements, or payments during the year, in money, goods or services, directly or indirectly to or for the account of any citizens' group, taxpayers' group, or public relations counsel (or any officer or employee acting as such). None 47 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Excluding transactions included in the Annual Report on Form U-13-60 of a service company, FirstEnergy reports intercompany service, sales and construction contracts on: 1. Form U-9C-3, Quarterly Report Pursuant to Rule 58. 2. Certificate Pursuant to Rule 24, Semi-annual reports regarding the affiliated transactions for the period of January 1, 2003 through June 30, 2003. 3. Affiliated transact6ions for the period of July 1, 2003 through December 31, 2003 is filed as Exhibit F-3 to this Form U5S. The amounts required under the caption "Total Amount Billed" are being filed pursuant to request for confidential treatment. Part II. The system companies had no contracts to purchase services or goods from any affiliate (other than a system company), or from a company in which any officer or director of the receiving company is a partner or owns 5% or more of any class of equity securities. Part III. The system companies do not employ any other person for the performance on a continuing basis of management, supervisory or financial advisory services. 48 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES EXEMPT WHOLESALE GENERATORS (EWG): - --------------------------------- FirstEnergy Generation Corp. (GenCo) - ------------------------------------ Part I. (a) At December 31, 2003, FirstEnergy Solutions Corp. (FES) owned 100% of GenCo, an Ohio corporation that operates fossil plants and the Seneca pumped storage plant and sells all its output at wholesale prices to FES. (b) At December 31, 2003, FES had an investment of $56,539,000 in GenCo. (c) Ratio of debt to common equity - 6.02:1 Accumulated earnings of GenCo - $66,883,424 (d) See (a) above. Part II. An organizational chart showing the relationship of FES to GenCo is provided in Exhibit H-1. Filed pursuant to request for confidential treatment, financial statements of GenCo as of and for the year ended December 31, 2003 are provided in Exhibit I-1. 49 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) EXEMPT WHOLESALE GENERATORS (EWG) (Continued): - ---------------------------------------------- GPU Power, Inc. - --------------- Part I. (a) At December 31, 2003, FirstEnergy Corp. owned 100% of GPU Power, Inc., a Delaware corporation established to make investments in EWGs, own and/or operate eligible facilities, and to engage in project development activities for eligible facilities. (b) At December 31, 2003, FirstEnergy had an investment of $14,866,816 in GPU Power, Inc. (c) Ratio of debt to common equity - Not applicable Accumulated losses of GPU Power, Inc. - $53,023,485 (d) None Part II. An organizational chart showing the relationship of GPU Power, Inc. to other EWGs in which it has an interest is provided in Exhibit H-2. Filed pursuant to request for confidential treatment, consolidating financial statements of GPU Power, Inc. as of and for the year ended December 31, 2003 are provided in Exhibit I-1. 50 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) EXEMPT WHOLESALE GENERATORS (EWG) (Continued): - --------------------------------- EI Canada Holding Limited, EI Brooklyn Power Limited, EI Brooklyn Investments - ----------------------------------------------------------------------------- Limited and EI Services Canada Limited - -------------------------------------- Part I. (a) At December 31, 2003, GPU Power, Inc. (GPU Power), through its wholly-owned subsidiary EI Canada Holding Limited, owned 100% of EI Services Canada Limited and EI Brooklyn Power Ltd. EI Brooklyn Power Ltd. owns 100% of EI Brooklyn Investments Ltd. (b) At December 31, 2003, GPU Power had an investment of $(152,436) in EI Canada Holding Limited and subsidiaries. (c) Ratio of debt to common equity of EI Canada Holding Limited and subsidiaries - Not applicable Accumulated losses of EI Canada Holding Limited and subsidiaries - $10,510,794 (d) None Part II. An organizational chart showing the relationship of GPU Power, Inc. to EI Canada Holding Limited and subsidiaries is provided in Exhibit H-2. Filed pursuant to request for confidential treatment, financial statements of EI Canada Holding Limited and subsidiaries as of and for the year ended December 31, 2003 are provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial statements. 51 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) EXEMPT WHOLESALE GENERATORS (EWG) (Continued): - --------------------------------- EI Barranquilla, Inc. and Termobarranquilla S.A. - ------------------------------------------------ Part I. (a) At December 31, 2003, GPU Power, Inc., through its wholly-owned subsidiary EI Barranquilla, Inc., owned a 28.6% interest in Termobarranquilla S.A. Empresa de Servicios Publicos (TEBSA). TEBSA consists of two gas-fired generating plants with an aggregate capacity of 890 megawatts located near Barranquilla, Colombia. Electricity generated by these plants will be sold to Corporacion Electrica de la Costa Atlantica (Corelca) under a 20-year contract. (b) At December 31, 2003, GPU Power Inc. had an investment of $(9,769,413) in EI Barranquilla, Inc. EI Barranquilla, Inc. had an investment of $62,744,118 in TEBSA, which has been impaired to zero through purchase accounting adjustments made at FirstEnergy. As of December 31, 2003, FirstEnergy has issued Letters of Credit of $60,400,000 for the benefit of the Deutsche Bank Trust Company, which serves as collateral agent on behalf of the Secured Parties in connection with the obligations under certain loan agreements. (c) Ratio of debt to common equity of TEBSA - .16:1 Accumulated earnings of TEBSA - Excluded from FirstEnergy's earnings due to the impairment of the investment as noted in (b) above (d) See GPUI Colombia, Ltda. Item I, Part (d). Part II. An organization chart showing the relationship of GPU Power, Inc. to TEBSA is provided in Exhibit H-2. 52 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) EXEMPT WHOLESALE GENERATORS (EWG) (Continued): - --------------------------------- Barranquilla Lease Holding, Inc. and Los Amigos Leasing Company, Ltd. - --------------------------------------------------------------------- Part I. (a) At December 31, 2003, GPU Power, Inc., through its wholly-owned subsidiary Barranquilla Lease Holding, Inc. (BLH), owned a 100% interest in Los Amigos Leasing Company, Ltd. (Leaseco). Leaseco, which is a Bermuda corporation, had procured equipment to be used by and leased to TEBSA. Pursuant to a lease agreement, Leaseco will deliver certain non-Colombian equipment related to TEBSA, and TEBSA will make lease payments equal to the interest and principal payments of Leaseco. (b) At December 31, 2003, GPU Power, Inc. had an investment of $17,318,072 in BLH, which has invested $12,000 in Leaseco to capitalize the company. (c) Ratio of debt to common equity of Leaseco - 18,404:1 Accumulated earnings of Leaseco - None (d) Pursuant to the lease agreement, Leaseco will deliver certain non-Colombian equipment related to the project to TEBSA during the construction period. TEBSA will lease the imported equipment from Leaseco during an interim lease term during the construction period and subsequently during a 15 year basic lease term. During the interim lease term, TEBSA will pay rent to Leaseco to reimburse it for certain expenses, including interest incurred during construction. During the basic lease term, TEBSA will make lease payments equal to the interest and principal payments of Leaseco. Part II. An organizational chart showing the relationship of GPU Power, Inc. to Leaseco is provided in Exhibit H-2. Filed pursuant to request for confidential treatment, financial statements of Barranquilla Lease Holding, Inc. as of and for the year ended December 31, 2003 are provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial statements. Filed pursuant to request for confidential treatment, financial statements of Leaseco as of and for the year ended December 31, 2003 are provided in Exhibit I-1. 53 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) EXEMPT WHOLESALE GENERATORS (EWG) (Continued): - --------------------------------- EI International and GPUI Colombia, Ltda. - ----------------------------------------- Part I. (a) At December 31, 2003, GPU Power, Inc., through its wholly-owned subsidiary EI International, owned a 100% interest in GPUI Colombia, Ltda. GPUI Colombia, Ltda. has entered into an operation and maintenance (O&M) agreement with TEBSA to provide management services to TEBSA over its 20-year contract with Corelca. Fees for these management services are in accordance with the terms and conditions of the O&M agreement. (b) At December 31, 2003, FirstEnergy indirectly through its wholly-owned subsidiary GPU Power, Inc., had an investment of $3,441,694 in GPUI Colombia, Ltda. FirstEnergy has guaranteed the obligations of GPU Power, Inc.'s subsidiaries, GPUI Colombia, Ltda. and International Power Advisors, Inc. (the Operators), under the O&M agreement in the TEBSA project. Pursuant to the guarantee, FirstEnergy has guaranteed the performance of the Operators, of which the limit of liability is $6,044,577. (c) Ratio of debt to common equity of GPUI Colombia, Ltda. - Not applicable Accumulated earnings of GPUI Colombia, Ltda. - $2,143,931 (d) See (a) above. Part II. An organizational chart showing the relationship of GPU Power, Inc. to GPUI Colombia, Ltda. is provided in Exhibit H-2. Filed pursuant to request for confidential treatment, financial statements of GPUI Colombia, Ltda. as of and for the year ended December 31, 2003 are provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial statements. 54 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) EXEMPT WHOLESALE GENERATORS (EWG) (Continued): - ---------------------------------- International Power Advisors, Inc. - ---------------------------------- Part I. (a) At December 31, 2003, GPU Power, Inc. owned 100% of International Power Advisors, Inc. (IPA), a Delaware corporation established to provide technical services to EWGs. IPA has entered into an operation and maintenance (O&M) agreement with TEBSA to provide technical services and technical assistance in the O&M of the generating facilities of TEBSA. Fees for these services are in accordance with the terms and conditions of the O&M agreement. This IPA fee was cancelled in January 2002. (b) At December 31, 2003, FirstEnergy, indirectly through its wholly-owned subsidiary GPU Power, Inc, had an investment of $3,962,098 in IPA. (c) Ratio of debt to common equity - Not applicable Accumulated earnings of IPA - $3,961,998 (d) See (a) above. Part II. An organizational chart showing the relationship of GPU Power, Inc. to IPA is provided in Exhibit H-2. Filed pursuant to request for confidential treatment, financial statements of IPA as of and for the year ended December 31, 2003 are provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial statements. 55 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) FOREIGN UTILITY COMPANIES (FUCO)): - -------------------------------- GPU Capital, Inc. - ----------------- Part I. (a) At December 31, 2003, FirstEnergy owned 100% of GPU Capital, Inc., a Delaware corporation established to make investments in FUCOs, own and/or operate eligible facilities and to engage in project development activities for eligible facilities. (b) At December 31, 2003, FirstEnergy had an investment of $141,280,026 in GPU Capital, Inc. (c) Ratio of debt to common equity - Not applicable Accumulated losses of GPU Capital, Inc. - $229,383,548 (d) None Part II: An organizational chart showing the relationship of GPU Capital, Inc. to other FUCO's in which it has an interest is provided in Exhibit H-3. Filed pursuant to request for confidential treatment, consolidating financial statements of GPU Capital, Inc. as of and for the year ended December 31, 2003 are provided in Exhibit I-1. 56 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) FOREIGN UTILITY COMPANIES (FUCO): (Continued) - -------------------------------- GPU Electric, Inc. - ------------------ Part I. (a) At December 31, 2003, GPU Capital, Inc. owned 100% of GPU Electric, Inc., a Delaware corporation established to make investments in FUCOs, own and/or operate eligible facilities and to engage in project development activities for eligible facilities. (b) At December 31, 2003, FirstEnergy indirectly through its wholly owned subsidiary, GPU Capital, Inc. had an investment of $18,313,208 in GPU Electric, Inc. (c) Ratio of debt to common equity - Not applicable Accumulated losses of GPU Electric, Inc. - $9,579,053 (d) None Part II: An organizational chart showing the relationship of GPU Electric, Inc. to other FUCO's in which it has an interest is provided in Exhibit H-3. Filed pursuant to request for confidential treatment, financial statements of GPU Electric, Inc. as of and for the year ended December 31, 2003 are provided in Exhibit I-1 as part of GPU Capital, Inc.'s consolidating financial statements. 57 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) FOREIGN UTILITY COMPANIES (FUCO): (Continued) - -------------------------------- EI UK Holdings, Inc., Aquila Sterling Holdings LLC, Avon Energy Partners - ------------------------------------------------------------------------ Holdings and Midlands Electricity plc - ------------------------------------- Part I. (a) At December 31, 2003, GPU Electric, Inc. through its wholly-owned subsidiary EI UK Holdings, Inc. (EIUK), owns 20.1% equity and 50% voting interest of Aquila Sterling Holdings, Inc. (ASH). ASH owned 100% of Avon Energy Partners Holdings, which in turn owned 100% of Midlands Electricity, plc. Midlands is an English regional electric company which distributes electricity to 2.3 million customers in England. Midlands is also engaged in non-regulated activities, including electricity generation, electricity contracting, metering services and related businesses. (b) At December 31, 2003, FirstEnergy indirectly through its wholly-owned subsidiary GPU Electric, Inc. had an investment of $46,686,813 in EI UK Holdings, Inc., which had an investment of $8,913,933 in ASH. (c) Ratio of debt to common equity - Not applicable Accumulated losses of EI UK Holdings, Inc. - $3,579,716 (d) None Part II: An organizational chart showing the relationship of GPU Electric, Inc. to Midlands is provided in Exhibit H-3. 58 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) FOREIGN UTILITY COMPANIES (FUCO): (Continued) - --------------------------------- GPU Argentina Holdings, Inc., GPU Argentina Services, S.R.L, Emdersa - -------------------------------------------------------------------- Part I: (a) At December 31, 2003, GPU Electric, Inc. owned a 100% interest in GPU Argentina Services, S.R.L. On April 18, 2003, FirstEnergy divested its ownership in GPU Empresa Distribuidora Electrica Regional S.A. and affiliates (Emdersa) through the abandonment of its shares in Emdersa's parent company, GPU Argentina Holdings, Inc. The abandonment involved the tendering of FirstEnergy's shares in GPU Argentina Holdings back to that company. Emdersa is an Argentina regional electric distribution company in the San Luis, La Rioja, and Salta regions of Argentina. Emdersa conducts non-regulated activities, including electricity generation, electricity contracting, metering services and related businesses. (b) At December 31, 2003, FirstEnergy indirectly through its wholly-owned subsidiary GPU Electric, Inc., had an investment of $0 in GPU Argentina Services, S.R.L. and GPU Argentina Holdings, Inc. (c) Ratio of debt to common equity of Emdersa - Not applicable Accumulated losses of GPU Argentina Holdings, Inc. - $143,471,828 (d) None Part II: An organizational chart showing the relationship of GPU Electric, Inc. to GPU Argentina Services, S.R.L. is provided in Exhibit H-3. Filed pursuant to request for confidential treatment, financial statements of GPU Argentina Holdings, Inc., GPU Argentina Services, and Emdersa as of and for the year ended December 31, 2003 are provided in Exhibit I-1 as part of GPU Capital, Inc.'s consolidating financial statements. 59 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued) Part III. FirstEnergy's aggregate investment in EWG's and FUCO's at December 31, 2003 was as follows*: EWG's: $ 1,069,248,000 FUCO's: $ 64,200,000 FirstEnergy's aggregate capital investment in domestic public utility subsidiary companies at December 31, 2003 was approximately $11,155,829,000. Ratio of FirstEnergy's aggregate investment of EWG's and FUCO's to FirstEnergy's aggregate investment in domestic public utility subsidiary companies at December 31, 2003, was as follows: EWG's: .10:1 FUCO's: .01:1 * Pursuant to Rule 53(a)(1)(i) under the Public Utility Holding Company Act of 1935, aggregate investment as stated herein Part III includes all amounts invested, or committed to be invested, in foreign utility companies (FUCO) and exempt wholesale generators (EWG), for which there is recourse, directly or indirectly, to the registered holding company. 60 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Page Consolidating Financial Statements, Schedules and Notes ---- - - Consent of Independent Public Accountants. 62 - - Consolidating Financial Statements of FirstEnergy Corp. 63-97 for 2003. - - Notes 1 through 9 to Consolidated Financial Statements incorporated herein by reference, in Exhibit A (page 98), in the FirstEnergy Corp. Annual Report on Form 10-K for 2003. - - Notes 1 through 8 to Consolidated Financial Statements incorporated herein by reference, in Exhibit A (page 98), in the Ohio Edison Company Annual Report on Form 10-K for 2003. - - Notes 1 through 8 to Consolidated Financial Statements incorporated herein by reference, in Exhibit A (page 98), in the The Cleveland Electric Illuminating Company Annual Report on Form 10-K for 2003. - - Notes 1 through 8 to Consolidated Financial Statements incorporated herein by reference, in Exhibit A (page 98), in the The Toledo Edison Company Annual Report on Form 10-K for 2003. - - Notes 1 through 7 to Consolidated Financial Statements incorporated herein by reference, in Exhibit A (page 98), in the Pennsylvania Power Company Annual Report on Form 10-K for 2003. - - Notes 1 through 9 to Consolidated Financial Statements incorporated herein by reference, in Exhibit A (page 98), in the Jersey Central Power & Light Company Annual Report on Form 10-K for 2003. - - Notes 1 through 4 to Consolidated Financial Statements Incorporated herein by reference, in Exhibit A (page 98), in the JCP&L Transition Funding LLC Annual Report on Form 10-K for 2003. - - Notes 1 through 4 to the Financial Statements incorporated herein by reference, in Exhibit A (page 98) in the JCP&L Transition Funding LLC Annual Report on Form 10-K for 2003. - - Notes 1 through 9 to Consolidated Financial Statements incorporated herein by reference, in Exhibit A (page 98), in the Metropolitan Edison Company Annual Report on Form 10-K for 2003. - - Notes 1 through 9 to Consolidated Financial Statements incorporated herein by reference, in Exhibit A (page 98), in the Pennsylvania Electric Company Annual Report on Form 10-K for 2003. - Exhibits 98-157 61 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Annual Report on Form U5S of FirstEnergy Corp. for the year ended December 31, 2003, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports dated February 25, 2004, relating to the consolidated financial statements of FirstEnergy Corp. and its wholly-owned subsidiaries, Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company, Pennsylvania Electric Company and JCP&L Transition Funding LLC included in the respective Annual Reports on Form 10-K of 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, Pennsylvania Electric Company and JCP&L Transition Funding LLC for the year ended December 31, 2003. PricewaterhouseCoopers LLP Cleveland, Ohio April 29, 2004 62 1 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy Ohio Cleveland Toledo Holding Edison Electric Edison ASSETS Company Consolidated Consolidated Consolidated ------------ ------------ ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ - $ 1,883 $ 24,782 $ 2,237 Receivables- Customers - 280,538 10,313 4,083 Associated companies 1,359,477 436,991 40,541 29,158 Other 8,877 28,308 185,179 14,386 Notes receivable from associated companies 1,770,761 366,501 482 19,316 Material and supplies- Owned - 79,813 50,616 35,147 Under consignment - - - - Prepayments and other 44,366 14,390 4,511 6,704 ----------- ----------- ----------- ----------- 3,183,481 1,208,424 316,424 111,031 ----------- ----------- ----------- ----------- PROPERTY, PLANT AND EQUIPMENT: In service - 5,269,042 4,232,335 1,714,870 Less--Accumulated provision for depreciation - (2,578,899) (1,857,588) (721,754) ----------- ----------- ----------- ----------- - 2,690,143 2,374,747 993,116 Construction work in progress - 145,934 181,235 145,240 ----------- ----------- ----------- ----------- - 2,836,077 2,555,982 1,138,356 ----------- ----------- ----------- ----------- INVESTMENTS: Investment in lease obligation bonds - 383,510 605,915 - Nuclear plant decommissioning trusts - 376,367 313,621 240,634 Non utility generation trusts - - - - Nuclear fuel disposal trust Letter of credit collateralization - 277,763 - - Other 11,885,789 567,696 131,582 366,683 ----------- ----------- ----------- ----------- 11,885,789 1,605,336 1,051,118 607,317 ----------- ----------- ----------- ----------- DEFERRED CHARGES: Regulatory assets - 1,477,969 1,056,050 459,040 Goodwill - - 1,693,629 504,522 Accumulated Deferred Income Taxes Assets 87,399 - - - Property taxes - 59,279 77,122 24,443 Unamortized sale and leaseback costs - 65,631 Other 43,663 64,214 23,123 10,689 ----------- ----------- ----------- ----------- 131,062 1,667,093 2,849,924 998,694 ----------- ----------- ----------- ----------- TOTAL ASSETS $15,200,332 $ 7,316,930 $ 6,773,448 $ 2,855,398 =========== =========== =========== =========== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
63 2 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In Millions $)
American Jersey Metropolitan Pennsylvania Transmission Central Edison Electric ASSETS Systems, Inc. Power & Light Consolidated Consolidated --------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents $ - $ 271 $ 121 $ 36 Receivables- Customers 14,892 198,061 118,933 124,462 Associated companies 1,457 70,012 45,934 88,598 Other 595 46,411 22,750 15,767 Notes receivable from associated companies 105,528 - 10,467 - Material and supplies- Owned - 2,480 167 - Under consignment - - - - Prepayments and other 39 49,360 6,433 2,511 ----------- ----------- ----------- ----------- 122,511 366,595 204,805 231,374 ----------- ----------- ----------- ----------- PROPERTY, PLANT AND EQUIPMENT: In service 1,265,994 3,642,467 1,838,567 1,966,624 Less--Accumulated provision for depreciation (670,778) (1,367,042) (772,123) (785,715) ----------- ----------- ----------- ----------- 595,216 2,275,425 1,066,444 1,180,909 Construction work in progress 27,611 48,985 21,980 29,063 ----------- ----------- ----------- ----------- 622,827 2,324,410 1,088,424 1,209,972 ----------- ----------- ----------- ----------- INVESTMENTS: Investment in lease obligation bonds - - - - Nuclear plant decommissioning trusts - 125,945 192,409 102,673 Non utility generation trusts - - - 43,864 Nuclear fuel disposal trust 155,774 Letter of credit collateralization - - - - Other 2 38,323 44,814 33,429 ----------- ----------- ----------- ----------- 2 320,042 237,223 179,966 ----------- ----------- ----------- ----------- DEFERRED CHARGES: Regulatory assets - 2,558,214 1,028,432 497,219 Goodwill - 2,001,302 884,279 898,547 Accumulated Deferred Income Taxes Assets - - - 16,642 Property taxes 34,386 Unamortized sale and leaseback costs Other 846 8,481 30,824 18,523 ----------- ----------- ----------- ----------- 35,232 4,567,997 1,943,535 1,430,931 ----------- ----------- ----------- ----------- TOTAL ASSETS $ 780,572 $ 7,579,044 $ 3,473,987 $ 3,052,243 =========== =========== =========== =========== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 64
3 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy FirstEnergy Facilities Solutions Nuclear ASSETS Services Consolidated Operating Co. MARBEL ------------------------------------------------------ CURRENT ASSETS: Cash and cash equivalents $ 13,415 $ 2,972 $ 3 $ 8,782 Receivables- Customers - 167,686 - - Associated companies 1,631 396,649 140,613 9 Other 81,338 9,614 231 1,754 Notes receivable from associated companies - - 53,955 14,963 Material and supplies- Owned 7,518 88,624 - - Under consignment - 83,775 - - Prepayments and other 698 24,328 2,922 - ---------- ----------- ---------- ---------- 104,600 773,648 197,724 25,508 ---------- ----------- ---------- ---------- PROPERTY, PLANT AND EQUIPMENT: In service 454 818,239 - - Less--Accumulated provision for depreciation (270) (52,257) - - ---------- ----------- ---------- ---------- 184 765,982 - - Construction work in progress 1 142,947 - - ---------- ----------- ---------- ---------- 185 908,929 - - ---------- ----------- ---------- ---------- INVESTMENTS: Investment in lease obligation bonds - - - - Nuclear plant decommissioning trusts - - - - Non utility generation trusts - - - - Nuclear fuel disposal trust Letter of credit collateralization - - - - Other 26,748 72,385 - 180,517 ------------------------- ----------- ------------ 26,748 72,385 - 180,517 ------------------------- ----------- ------------ DEFERRED CHARGES: Regulatory assets - - - - Goodwill 36,471 26,067 - - Accumulated Deferred Income Taxes Assets - 58,101 76,389 - Property taxes 6,248 Unamortized sale and leaseback costs Other 31,891 126,337 8,392 - ---------- ----------- ---------- ----------- 68,362 216,753 84,781 - ---------- ----------- ---------- ---------- TOTAL ASSETS $ 199,895 $ 1,971,715 $ 282,505 $ 206,025 ========== =========== ========== ========== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 65
4 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy GPU Ventures Advanced GPU ASSETS Consolidated MYR Resources Power ------------ ------- --------- -------- CURRENT ASSETS: Cash and cash equivalents $ 5,183 $ 9,281 $ - $ 1,765 Receivables- Customers - 74,130 - - Associated companies 16,023 - 668 1,944 Other 29,543 10,179 - 19,862 Notes receivable from associated companies 33,979 2,965 - - Material and supplies- Owned 537 - - - Under consignment - - - - Prepayments and other 2,808 16,016 - 4 --------- -------- ----- -------- 88,073 112,571 668 23,575 --------- -------- ----- -------- PROPERTY, PLANT AND EQUIPMENT: In service 203,866 - - - Less--Accumulated provision for depreciation (21,436) - - - --------- -------- ----- -------- 182,430 - - - Construction work in progress - - - - --------- -------- ----- -------- 182,430 - - - --------- -------- ----- -------- INVESTMENTS: Investment in lease obligation bonds - - - - Nuclear plant decommissioning trusts - - - - Non utility generation trusts - - - - Nuclear fuel disposal trust Letter of credit collateralization - - - - Other 20,426 15,225 - 4,533 --------- -------- ----- -------- 20,426 15,225 - 4,533 --------- -------- ----- -------- DEFERRED CHARGES: Regulatory assets - - - - Goodwill 68 63,136 - - Accumulated Deferred Income Taxes Assets - 1,059 - - Property taxes - Unamortized sale and leaseback costs - Other 3,004 - - 43,607 --------- -------- ----- -------- 3,072 64,195 - 43,607 --------- -------- ------ -------- TOTAL ASSETS $ 294,001 $191,991 $ 668 $ 71,715 ========= ======== ===== ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 66
5 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
GPU GPU FirstEnergy License Diversified ASSETS Capital Properties Holding Co. Holdings ---------- ----------- ---------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 1,011 $ 100 $ - $ - Receivables- Customers - - - - Associated companies 1,256,354 239 - 1,201 Other - 2 - - Notes receivable from associated companies - 24,203 49 - Material and supplies- Owned - - - - Under consignment - - - - Prepayments and other - 2 - - ---------- -------- ----- -------- 1,257,365 24,546 49 1,201 ---------- -------- ----- -------- PROPERTY, PLANT AND EQUIPMENT: In service - 20,099 - - Less--Accumulated provision for depreciation - (3,062) - - ---------- -------- ----- -------- - 17,037 - - Construction work in progress - - - - ---------- -------- ----- -------- - 17,037 - - ---------- -------- ----- -------- INVESTMENTS: Investment in lease obligation bonds - - - - Nuclear plant decommissioning trusts - - - - Non utility generation trusts - - - - Nuclear fuel disposal trust Letter of credit collateralization - - - - Other 8,914 559 - 26,117 ---------- -------- ----- -------- 8,914 559 - 26,117 ---------- -------- ----- -------- DEFERRED CHARGES: Regulatory assets - - - - Goodwill - - - - Accumulated Deferred Income Taxes Assets 4,086 381 2 13 Property taxes Unamortized sale and leaseback costs Other 10 41 - 2 ---------- -------- ----- -------- 4,096 422 2 15 ---------- -------- ----- -------- TOTAL ASSETS $1,270,375 $ 42,564 $ 51 $ 27,333 ========== ======== ===== ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 67
6 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy Telecom Service GPU First ASSETS Services Co. Nuclear Communications ----------- ----------- ------- -------------- CURRENT ASSETS: Cash and cash equivalents $ 100 $ 41,534 $ 47 $ 452 Receivables- Customers - 7,161 - - Associated companies 6,533 1,323,155 7,483 64 Other 5,543 20,066 68 4,768 Notes receivable from associated companies - 2,812,636 - - Material and supplies- Owned 3,040 57,361 - - Under consignment - 11,944 - - Prepayments and other 1,593 26,041 - 88 --------- ---------- ------ -------- 16,809 4,299,898 7,598 5,372 --------- ---------- ------ -------- PROPERTY, PLANT AND EQUIPMENT: In service 23,523 421,403 - - Less--Accumulated provision for depreciation (3,040) (173,297) - - --------- ---------- ------ -------- 20,483 248,106 - - Construction work in progress 1,795 34,688 - - --------- ---------- ------ -------- 22,278 282,794 - - --------- ---------- ------ -------- INVESTMENTS: Investment in lease obligation bonds - - - - Nuclear plant decommissioning trusts - - - - Non utility generation trusts - - - - Nuclear fuel disposal trust Letter of credit collateralization - - - - Other 8,924 152,701 - 2,222 --------- ---------- ------ -------- 8,924 152,701 - 2,222 --------- ---------- ------ -------- DEFERRED CHARGES: Regulatory assets - - - - Goodwill - - - 9,788 Accumulated Deferred Income Taxes Assets 10,146 94,821 369 - Property taxes - Unamortized sale and leaseback costs - Other 547 43,139 - 40 --------- ---------- ------ -------- 10,693 137,960 369 9,828 --------- ---------- ------ -------- TOTAL ASSETS $ 58,704 $4,873,353 $7,967 $ 17,422 ========= ========== ====== ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 68
7 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $) FirstEnergy Corp. ASSETS Eliminations Consolidated ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ - $ 113,975 Receivables- Customers - 1,000,259 Associated companies (5,224,734) - Other - 505,241 Notes receivable from associated companies (5,215,805) - Material and supplies- Owned - 325,303 Under consignment - 95,719 Prepayments and other - 202,814 ------------ ----------- (10,440,539) 2,243,311 ------------ ----------- PROPERTY, PLANT AND EQUIPMENT: In service 177,263 21,594,746 Less--Accumulated provision for depreciation (98,042) (9,105,303) ------------ ----------- 79,221 12,489,443 Construction work in progress - 779,479 ------------ ----------- 79,221 13,268,922 ------------ ----------- INVESTMENTS: Investment in lease obligation bonds - 989,425 Nuclear plant decommissioning trusts 1 1,351,650 Non utility generation trusts - 43,864 Nuclear fuel disposal trust 155,774 Letter of credit collateralization - 277,763 Other (12,908,374) 679,215 ------------ ----------- (12,908,373) 3,497,691 ------------ ----------- DEFERRED CHARGES: Regulatory assets (1) 7,076,923 Goodwill 10,074 6,127,883 Accumulated Deferred Income Taxes Assets (381,299) (31,891) Property taxes 201,478 Unamortized sale and leaseback costs 65,631 Other 2,627 460,000 ------------ ----------- (368,599) 13,900,024 ------------ ----------- TOTAL ASSETS $(23,638,240) $32,909,948 ============ =========== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 69 8 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy Ohio Cleveland Toledo Holding Edison Electric Edison LIABILITIES AND CAPITALIZATION Company Consolidated Consolidated Consolidated ----------- ------------ ------------ ------------ CURRENT LIABILITIES: Currently payable long-term debt and preferred stock $ 270,000 $ 466,589 $$ 387,414 $ 283,650 Short-term borrowings 280,000 171,540 - 70,000 Notes payable to associated companies - 11,334 188,156 285,953 Accounts payable- Other 184 7,979 7,342 2,816 Associated companies 1,948,598 271,262 245,815 132,876 Accrued taxes 15,716 560,345 202,522 55,604 Accrued interest 38,137 18,714 37,872 12,412 Lease market valuation liability - - 60,200 24,600 Other 4,721 58,680 76,722 37,299 ----------- ---------- ---------- ---------- 2,557,356 1,566,443 1,206,043 905,210 ----------- ---------- ---------- ---------- CAPITALIZATION: Common stockholders' equity 8,337,471 2,582,970 1,778,827 749,521 Preferred stock of consolidated subsidiaries-- - - - - Not subject to mandatory redemption - 100,070 96,404 126,000 Long-term debt and other long-term obligations- Preferred stock of consolidated subsidiaries subject to mandatory redemption - 12,750 4,014 - Subordinated debentures to affiliated trusts - - 103,093 - Notes payable to associated companies - 198,843 - Other 4,272,002 1,167,039 1,578,693 270,072 ----------- ---------- ---------- ---------- 12,609,473 3,862,829 3,759,874 1,145,593 ----------- ---------- ---------- ---------- NONCURRENT LIABILITIES: Accumulated deferred income taxes - 867,691 486,048 201,954 Accumulated deferred investment tax credits - 75,820 65,996 27,200 Asset retirement obligations - 317,702 254,834 181,839 Nuclear fuel disposal costs - - - - Power purchase contract loss liability - - - - Retirement benefits 10,453 331,829 105,101 47,006 Lease market valuation liability - - 728,400 292,600 Other 23,050 294,616 167,152 53,996 ----------- ---------- ---------- ---------- 33,503 1,887,658 1,807,531 804,595 ----------- ---------- ---------- ---------- TOTAL LIABILITIES AND CAPITALIZATION $15,200,332 $7,316,930 $6,773,448 $2,855,398 =========== ========== ========== ========== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 70
9 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
American Jersey Metropolitan Pennsylvania Transmission Central Edison Electric LIABILITIES AND CAPITALIZATION Systems, Inc. Power & Light Consolidated Consolidated ------------ ------------- ------------ ------------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock $ - $ 175,921 $ 40,469 $ 125,762 Short-term borrowings - - - - Notes payable to associated companies 1,982 230,985 65,335 78,510 Accounts payable- Other 178 105,815 33,878 40,192 Associated companies 19,169 42,410 45,459 55,831 Accrued taxes 36,882 919 8,762 8,705 Accrued interest 14,843 11,848 12,694 Lease market valuation liability - - - Other 1,822 58,094 22,162 21,764 --------- ----------- ----------- ----------- 60,033 628,987 227,913 343,458 --------- ----------- ----------- ----------- CAPITALIZATION: Common stockholders' equity 300,538 3,153,974 1,292,667 1,297,332 Preferred stock of consolidated subsidiaries-- - - - - Not subject to mandatory redemption - 12,649 - - Long-term debt and other long-term obligations- Preferred stock of consolidated subsidiaries subject to mandatory redemption - - - - Subordinated debentures to affiliated trusts - - 95,711 95,520 Notes payable to associated companies - - - - Other 332,156 1,095,991 540,590 343,244 --------- ----------- ----------- ----------- 632,694 4,262,614 1,928,968 1,736,096 --------- ----------- ----------- ----------- NONCURRENT LIABILITIES: Accumulated deferred income taxes 30,189 640,208 297,140 - Accumulated deferred investment tax credits 13,538 7,711 11,696 9,936 Asset retirement obligations 109,851 210,178 105,089 Nuclear fuel disposal costs - 167,936 37,936 18,968 Power purchase contract loss liability - 1,473,070 584,340 670,482 Retirement benefits 2,239 159,219 105,552 145,081 Lease market valuation liability - - - - Other 41,879 129,448 70,264 23,133 --------- ----------- ----------- ----------- 87,845 2,687,443 1,317,106 972,689 --------- ----------- ----------- ----------- TOTAL LIABILITIES AND CAPITALIZATION $ 780,572 $ 7,579,044 $ 3,473,987 $ 3,052,243 ========= =========== =========== =========== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 71
10 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy FirstEnergy Facilities Solutions Nuclear LIABILITIES AND CAPITALIZATION Services Consolidated Operating Co. MARBEL ----------- ------------ ------------- --------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock $ 431 $ - $ - $ - Short-term borrowings - - - - Notes payable to associated companies 11,655 1,070,395 - - Accounts payable- Other 34,763 236,264 85,034 4,000 Associated companies 112 193,038 46,156 11,966 Accrued taxes 3,703 14,092 15,112 6,621 Accrued interest 63 Lease market valuation liability Other 14,545 46,387 43,197 - --------- ---------- --------- --------- 65,209 1,560,239 189,499 22,587 --------- ---------- --------- --------- CAPITALIZATION: Common stockholders' equity 126,744 (68,293) (20,280) 162,585 Preferred stock of consolidated subsidiaries-- - - - - Not subject to mandatory redemption - - - - Long-term debt and other long-term obligations- Preferred stock of consolidated subsidiaries subject to mandatory redemption - - - - Subordinated debentures to affiliated trusts - - - - Notes payable to associated companies - - - - Other 7,323 340,262 - - --------- ---------- --------- --------- 134,067 271,969 (20,280) 162,585 --------- ---------- --------- --------- NONCURRENT LIABILITIES: Accumulated deferred income taxes - - - 20,670 Accumulated deferred investment tax credits - 6,248 - - Asset retirement obligations Nuclear fuel disposal costs - - - - Power purchase contract loss liability - - - - Retirement benefits - 123,895 113,058 - Lease market valuation liability - - - - Other 619 9,364 228 183 --------- ---------- --------- --------- 619 139,507 113,286 20,853 --------- ---------- --------- --------- TOTAL LIABILITIES AND CAPITALIZATION $ 199,895 $1,971,715 $ 282,505 $ 206,025 ========= ========== ========= ========= The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 72
11 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy GPU Ventures Advanced GPU LIABILITIES AND CAPITALIZATION Consolidated MYR Resources Power ------------ --------- --------- -------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock $ 3,299 $ - $ - $ - Short-term borrowings - - - - Notes payable to associated companies 7,987 - - - Accounts payable- Other 429 10,580 - - Associated companies 5,825 4,575 - 304 Accrued taxes 6,506 - - - Accrued interest 2,925 Lease market valuation liability - Other 5,217 45,218 - 1,255 --------- --------- ----- -------- 32,188 60,373 - 1,559 --------- --------- ----- -------- CAPITALIZATION: Common stockholders' equity 115,343 131,342 - 14,867 Preferred stock of consolidated subsidiaries-- - - - - Not subject to mandatory redemption - - - - Long-term debt and other long-term obligations- Preferred stock of consolidated subsidiaries subject to mandatory redemption - - - - Subordinated debentures to affiliated trusts - - - - Notes payable to associated companies - - - - Other 137,731 - - - --------- --------- ----- -------- 253,074 131,342 - 14,867 --------- --------- ----- -------- NONCURRENT LIABILITIES: Accumulated deferred income taxes 3,776 - - 11,699 Accumulated deferred investment tax credits - - - - Asset retirement obligations - Nuclear fuel disposal costs - - - - Power purchase contract loss liability - - - - Retirement benefits - - - - Lease market valuation liability - - - - Other 4,963 276 668 43,590 --------- --------- ----- --------- 8,739 276 668 55,289 --------- --------- ----- -------- TOTAL LIABILITIES AND CAPITALIZATION $ 294,001 $ 191,991 $ 668 $ 71,715 ========= ========= ===== ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 73
12 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
GPU GPU FirstEnergy License Diversified LIABILITIES AND CAPITALIZATION Capital Properties Holding Co. Holdings ---------- ----------- ----------- ----------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock $ - $ 256 $ - $ - Short-term borrowings - - - - Notes payable to associated companies 852,314 - - - Accounts payable- Other 964 32 - - Associated companies 106,623 - - 66 Accrued taxes 163,487 560 16 117 Accrued interest Lease market valuation liability Other - - - - ---------- -------- ----- -------- 1,123,388 848 16 183 ---------- -------- ----- -------- CAPITALIZATION: Common stockholders' equity 141,280 32,534 35 27,150 Preferred stock of consolidated subsidiaries-- - - - - Not subject to mandatory redemption - - - - Long-term debt and other long-term obligations- Preferred stock of consolidated subsidiaries subject to mandatory redemption - - - - Subordinated debentures to affiliated trusts - - - - Notes payable to associated companies - - - - Other - 9,182 - - ---------- -------- ----- -------- 141,280 41,716 35 27,150 - ---------- -------- ----- -------- NONCURRENT LIABILITIES: Accumulated deferred income taxes - - - - Accumulated deferred investment tax credits - - - - Asset retirement obligations Nuclear fuel disposal costs - - - - Power purchase contract loss liability - - - - Retirement benefits - - - - Lease market valuation liability - - - - Other 5,707 - - - ---------- -------- ----- -------- 5,707 - - - ---------- -------- ----- -------- TOTAL LIABILITIES AND CAPITALIZATION $1,270,375 $ 42,564 $ 51 $ 27,333 ========== ======== ===== ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 74
13 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy Telecom Service GPU First LIABILITIES AND CAPITALIZATION Services Co. Nuclear Communications ----------- ----------- ------- -------------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock $ - $ - $ - $ 406 Short-term borrowings - - - - Notes payable to associated companies 41,161 2,367,172 2,863 - Accounts payable- Other 1,439 149,307 651 3,392 Associated companies 834 1,798,235 261 143 Accrued taxes 1,846 6,122 2,629 114 Accrued interest 676 928 Lease market valuation liability Other 2,842 123,696 - 2,160 -------- ---------- ------- -------- 48,122 4,445,208 7,332 6,215 -------- ---------- ------- -------- CAPITALIZATION: Common stockholders' equity (6,790) (76,124) 50 6,207 Preferred stock of consolidated subsidiaries-- - - - - Not subject to mandatory redemption - - - - Long-term debt and other long-term obligations- Preferred stock of consolidated subsidiaries subject to mandatory redemption - - - - Subordinated debentures to affiliated trusts - - - - Notes payable to associated companies - - - - Other - 56,448 - 5,000 -------- ---------- ------- -------- (6,790) (19,676) 50 11,207 -------- ---------- ------- -------- NONCURRENT LIABILITIES: Accumulated deferred income taxes - - - - Accumulated deferred investment tax credits - - - - Asset retirement obligations - Nuclear fuel disposal costs - - - - Power purchase contract loss liability - - - - Retirement benefits - 447,573 - - Lease market valuation liability - - - - Other 17,372 248 585 - -------- ---------- ------- -------- 17,372 447,821 585 - -------- ---------- ------- -------- TOTAL LIABILITIES AND CAPITALIZATION $ 58,704 $4,873,353 $ 7,967 $ 17,422 ======== ========== ======= ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 75
14 of 14 FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
FirstEnergy Corp. LIABILITIES AND CAPITALIZATION Eliminations Consolidated -------------------------------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock $ - $ 1,754,197 Short-term borrowings - 521,540 Notes payable to associated companies (5,215,802) - Accounts payable- Other - 725,239 Associated companies (4,929,558) - Accrued taxes (440,851) 669,529 Accrued interest 151,112 Lease market valuation liability 84,800 Other (31) 565,750 ------------ ------------ (10,586,242) 4,472,167 ------------ ------------ CAPITALIZATION: Common stockholders' equity (11,790,609) 8,289,341 Preferred stock of consolidated subsidiaries-- - - Not subject to mandatory redemption - 335,123 Long-term debt and other long-term obligations- - Preferred stock of consolidated subsidiaries 0 subject to mandatory redemption - 16,764 Subordinated debentures to affiliated trusts - 294,324 Notes payable to associated companies (198,843) - Other (677,755) 9,477,978 ------------ ------------ (12,667,207) 18,413,530 ------------ ------------ NONCURRENT LIABILITIES: Accumulated deferred income taxes (381,300) 2,178,075 Accumulated deferred investment tax credits - 218,145 Asset retirement obligations 1,179,493 Nuclear fuel disposal costs - 224,840 Power purchase contract loss liability - 2,727,892 Retirement benefits - 1,591,006 Lease market valuation liability - 1,021,000 Other (3,541) 883,800 ------------ ------------ (384,841) 10,024,251 ------------ ------------ TOTAL LIABILITIES AND CAPITALIZATION $(23,638,290) $ 32,909,948 ============== ============ The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 76
1 of 7 FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy Ohio Cleveland Toledo Holding Edison Electric Edison Company Consolidated Consolidated Consolidated --------------------------------------------------------------- REVENUES $ 54,640 $3,044,755 $1,782,693 $974,258 EXPENSES: Fuel and purchased power - 966,892 595,279 334,409 Purchased gas - - - - Other operating expenses 21,473 824,582 499,106 398,467 Provision for depreciation and amortization - 438,312 198,318 140,829 Goodwill impairment - - - - General taxes - 170,078 136,434 50,742 --------- ---------- ---------- -------- Total expenses 21,473 2,399,864 1,429,137 924,447 --------- ---------- ---------- -------- CLAIM SETTLEMENT (2,063) - 130,662 11,801 EQUITY IN SUBSIDIARY EARNINGS 603,089 - - - --------- ---------- ---------- -------- INCOME BEFORE INTEREST AND INCOME TAXES 634,193 644,891 484,218 61,612 NET INTEREST CHARGES: Interest expense 302,635 113,137 157,382 42,126 Capitalized interest - (6,075) (8,232) (5,838) Subsidiaries' preferred stock dividends - 3,731 6,750 - --------- ---------- ---------- -------- Net interest charges 302,635 110,793 155,900 36,288 INCOME TAXES (91,206) 241,173 131,285 5,394 --------- ---------- ---------- -------- INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 422,764 292,925 197,033 19,930 DISCONTINUED OPERATIONS - - - - CUMULATIVE EFFECT OF ACCOUNTING CHANGE - 31,720 42,378 25,550 --------- ---------- ---------- -------- NET INCOME 422,764 324,645 239,411 45,480 PREFERRED STOCK DIVIDEND REQUIREMENTS - 2,732 7,526 8,838 --------- ---------- ---------- -------- EARNINGS ON COMMON STOCK $ 422,764 $ 321,913 $ 231,885 $ 36,642 ========- ========== ========== ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 77
2 of 7 FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
American Jersey Metropolitan Pennsylvania Transmission Central Edison Electric Systems, Inc. Power & Light Consolidated Consolidated ------------- ------------- ------------ ------------ REVENUES $ 201,856 $2,375,052 $1,009,796 $ 980,085 EXPENSES: Fuel and purchased power - 1,504,558 560,083 609,015 Purchased gas - - - - Other operating expenses 70,169 366,695 146,262 163,344 Provision for depreciation and amortization 30,072 250,077 86,514 53,761 Goodwill impairment - - - - General taxes 32,922 53,481 67,207 66,999 --------- ---------- ---------- --------- Total expenses 133,163 2,174,811 860,066 893,119 --------- ---------- ---------- --------- CLAIM SETTLEMENT - - - - EQUITY IN SUBSIDIARY EARNINGS - - - - --------- ---------- ---------- --------- INCOME BEFORE INTEREST AND INCOME TAXES 68,693 200,241 149,730 86,966 NET INTEREST CHARGES: Interest expense 26,029 80,733 41,314 38,436 Capitalized interest (1,192) (296) (323) (320) Subsidiaries' preferred stock dividends - 5,347 3,780 3,777 --------- ---------- ---------- --------- Net interest charges 24,837 85,784 44,771 41,893 INCOME TAXES 17,704 46,440 44,006 24,836 --------- ---------- ---------- --------- INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 26,152 68,017 60,953 20,237 DISCONTINUED OPERATIONS - - - - CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - 217 1,096 --------- ---------- ---------- --------- NET INCOME 26,152 68,017 61,170 21,333 PREFERRED STOCK DIVIDEND REQUIREMENTS - (112) - - --------- ---------- ---------- --------- EARNINGS ON COMMON STOCK $ 26,152 $ 68,129 $ 61,170 $ 21,333 ========= ========== ========== ========= The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 78
3 of 7 FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy FirstEnergy Facilities Solutions Nuclear Services Consolidated Operating Co. MARBEL ----------- ------------ ------------- --------- REVENUES $ 327,095 $4,718,673 $ 369,960 $ 25,851 EXPENSES: Fuel and purchased power - 3,138,731 53 - Purchased gas - 594,083 - 718 Other operating expenses 316,279 789,846 358,156 6,472 Provision for depreciation and amortization 5,470 25,900 - (194) Goodwill impairment 116,988 - - - General taxes - 25,108 10,955 189 --------- ---------- --------- --------- Total expenses 438,737 4,573,668 369,164 7,185 --------- ---------- --------- --------- CLAIM SETTLEMENT - - - - EQUITY IN SUBSIDIARY EARNINGS - - - - --------- ---------- --------- --------- INCOME BEFORE INTEREST AND INCOME TAXES (111,642) 145,005 796 18,666 NET INTEREST CHARGES: Interest expense 1,127 42,622 1,411 (192) Capitalized interest - (6,253) - - Subsidiaries' preferred stock dividends - - - - --------- ---------- --------- --------- Net interest charges 1,127 36,369 1,411 (192) INCOME TAXES (37,397) 45,239 (1,844) 6,142 --------- ---------- --------- --------- INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE (75,372) 63,397 1,229 12,716 DISCONTINUED OPERATIONS (5,776) - - (193) CUMULATIVE EFFECT OF ACCOUNTING CHANGE - 71 - 1,115 --------- ---------- --------- --------- NET INCOME (81,148) 63,468 1,229 13,638 PREFERRED STOCK DIVIDEND REQUIREMENTS - - - - --------- ---------- --------- --------- EARNINGS ON COMMON STOCK $ (81,148) $ 63,468 $ 1,229 $ 13,638 ========= ========== ========= ========== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 79
4 of 7 FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy GPU Ventures Advanced GPU Consolidated MYR Resources Power ------------ --------- --------- -------- REVENUES $ 34,995 $ 438,710 $ 92 $ 24,883 EXPENSES: Fuel and purchased power 2,439 - - 12,598 Purchased gas - - - - Other operating expenses 19,948 444,087 3 14,941 Provision for depreciation and amortization 11,345 1,757 - (18) Goodwill impairment - - - - General taxes 217 - - 987 -------- --------- ---- -------- Total expenses 33,949 445,844 3 28,508 -------- -------- ---- -------- CLAIM SETTLEMENT 27,537 - - - EQUITY IN SUBSIDIARY EARNINGS - - - - -------- -------- ---- -------- INCOME BEFORE INTEREST AND INCOME TAXES 28,583 (7,134) 89 (3,625) NET INTEREST CHARGES: Interest expense 9,357 33 - 17,648 Capitalized interest 12 - - - Subsidiaries' preferred stock dividends - - - - -------- -------- ---- -------- Net interest charges 9,369 33 - 17,648 INCOME TAXES 8,061 (5,319) 37 2,707 -------- -------- ---- -------- INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 11,153 (1,848) 52 (23,980) DISCONTINUED OPERATIONS - - - (34,915) CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - - -------- -------- ---- -------- NET INCOME 11,153 (1,848) 52 (58,895) PREFERRED STOCK DIVIDEND REQUIREMENTS - - - - -------- -------- ---- -------- EARNINGS ON COMMON STOCK $ 11,153 $ (1,848) $ 52 $(58,895) ======== ======== ==== ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 80
5 of 7 FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
GPU GPU FirstEnergy License Diversified Capital Properties Holding Co. Holdings ---------- ----------- ----------- --------- REVENUES $ 599 $3,386 $ 1 $ (2,686) EXPENSES: Fuel and purchased power - - - - Purchased gas - - - - Other operating expenses 15,158 1,765 19 28 Provision for depreciation and amortization 890 264 - - Goodwill impairment - - - - General taxes - 304 - - ---------- ------ ---- -------- Total expenses 16,048 2,333 19 28 ---------- ------ ---- -------- CLAIM SETTLEMENT - - - - EQUITY IN SUBSIDIARY EARNINGS - - - - ---------- ------ ---- -------- INCOME BEFORE INTEREST AND INCOME TAXES (15,449) 1,053 (18) (2,714) NET INTEREST CHARGES: Interest expense 66,556 781 - - Capitalized interest - - - - Subsidiaries' preferred stock dividends - - - - ---------- ------ ---- -------- Net interest charges 66,556 781 - - INCOME TAXES (27,029) 175 (10) (953) ---------- ------ ---- -------- INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE (54,976) 97 (8) (1,761) DISCONTINUED OPERATIONS (60,495) - - - CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - - ---------- ------ ---- -------- NET INCOME (115,471) 97 (8) (1,761) PREFERRED STOCK DIVIDEND REQUIREMENTS - - - - ---------- ------ ---- -------- EARNINGS ON COMMON STOCK $ (115,471) $ 97 $ (8) $ (1,761) ========== ====== ==== ======== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
81 6 of 7 FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy GPU Telecom Service Service GPU Services Co. Co. (A) Nuclear ----------- ----------- -------- ------- REVENUES $24,791 $496,100 $303,655 $4,952 EXPENSES: Fuel and purchased power - 13 - - Purchased gas - - - - Other operating expenses 19,567 447,217 288,744 4,934 Provision for depreciation and amortization 823 37,570 1,700 - Goodwill impairment - - - - General taxes 314 13,525 13,497 - ------- -------- -------- ------ Total expenses 20,704 498,325 303,941 4,934 ------- -------- -------- ------ CLAIM SETTLEMENT - - - - EQUITY IN SUBSIDIARY EARNINGS - - - - ------- -------- -------- ------ INCOME BEFORE INTEREST AND INCOME TAXES 4,087 (2,225) (286) 18 NET INTEREST CHARGES: Interest expense 497 5,742 469 15 Capitalized interest (5) (3,378) - - Subsidiaries' preferred stock dividends - - - - ------- -------- -------- ------ Net interest charges 492 2,364 469 15 INCOME TAXES 1,104 (4,589) (755) 3 ------- -------- -------- ------ INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 2,491 - - - DISCONTINUED OPERATIONS - - - - CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - - ------- --------- -------- ------ NET INCOME 2,491 - - - PREFERRED STOCK DIVIDEND REQUIREMENTS - - - - ------- -------- -------- ------ EARNINGS ON COMMON STOCK $ 2,491 $ - $ - $ - ======= ======== ======== ====== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. (A) GPU Service Company ceased operations in mid-2003 and combined with FirstEnergy Service Company. 82
7 of 7 FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
First FirstEnergy Communications Corp. (B) Eliminations Consolidated -------------- ------------ ------------- REVENUES $ 35,687 $(4,922,832) $12,307,047 EXPENSES: Fuel and purchased power - (3,156,211) 4,567,859 Purchased gas - (8,002) 586,799 Other operating expenses 30,812 (1,604,499) 3,643,575 Provision for depreciation and amortization - (1,700) 1,281,690 Goodwill impairment - - 116,988 General taxes 59 (4,553) 638,465 -------- ----------- ----------- Total expenses 30,871 (4,774,965) 10,835,376 -------- ----------- ----------- CLAIM SETTLEMENT - - 167,937 EQUITY IN SUBSIDIARY EARNINGS - (603,089) - -------- ----------- ----------- INCOME BEFORE INTEREST AND INCOME TAXES 4,816 (750,956) 1,639,608 NET INTEREST CHARGES: Interest expense 403 (147,077) 801,184 Capitalized interest - - (31,900) Subsidiaries' preferred stock dividends - 18,984 42,369 -------- ----------- ----------- Net interest charges 403 (128,093) 811,653 INCOME TAXES - 755 405,959 -------- ----------- ----------- INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 4,413 (623,618) 421,996 DISCONTINUED OPERATIONS - - (101,379) CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - 102,147 -------- ----------- ----------- NET INCOME 4,413 (623,618) 422,764 PREFERRED STOCK DIVIDEND REQUIREMENTS - (18,984) - -------- ----------- ----------- EARNINGS ON COMMON STOCK $ 4,413 $ (604,634) $ 422,764 ======== =========== =========== The Notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. (B) Includes elimination of 35% non-affiliated minority interest in First Communications LLC.
83 1 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy Ohio Cleveland Toledo Holding Edison Electric Edison Company Consolidated Consolidated Consolidated ----------- ------------ ------------ ------------ RETAINED EARNINGS: Balance - Beginning of Period $1,634,981 $ 800,021 $ 262,323 $ 76,978 Net Income 422,764 324,645 239,411 45,480 ---------- --------- --------- ---------- Subtotal 2,057,745 1,124,666 501,734 122,458 Common Stock Dividends Declared (453,360) (599,000) - - Preferred Stock Dividends Declared - (2,732) (7,429) (8,838) Other - - (93) - ---------- --------- --------- ---------- Balance - End of Period $1,604,385 $ 522,934 $ 494,212 $ 113,620 ========== ========= ========= ========== ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ (656,148) $ (59,495) $ (44,284) $ (20,012) Net Changes 303,499 20,802 46,937 31,684 ---------- --------- --------- ---------- Balance - End of Period $ (352,649) $ (38,693) $ 2,653 $ 11,672 ========== ========= ========= ========== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 84
2 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS For the Year Ended December 31, 2003 (In thousands $)
American Jersey Metropolitan Pennsylvania Transmission Central Edison Electric Systems, Inc. Power & Light Consolidated Consolidated --------------- ------------- ------------ ------------ RETAINED EARNINGS: Balance - Beginning of Period $ 10,726 $ 92,003 $ 17,841 $ 32,705 Net Income 26,152 68,017 61,170 21,333 -------- -------- -------- -------- Subtotal 36,878 160,020 79,011 54,038 Common Stock Dividends Declared (14,000) (138,000) (52,000) (36,000) Preferred Stock Dividends Declared (500) Other - 612 - - -------- -------- -------- -------- Balance - End of Period $ 22,878 $ 22,132 $ 27,011 $ 18,038 ========= ======== ======== ======== ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ (374) $ (865) $ (39) $ (69) Net Changes 52 (50,900) (32,435) (42,116) -------- -------- -------- -------- Balance - End of Period $ (322) $(51,765) $(32,474) $(42,185) ======== ======== ======== ======== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 85
3 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS For the Year Ended December 31, 2002 (In thousands $)
FirstEnergy FirstEnergy Facilities FirstEnergy Nuclear Services Solutions Operating Co. MARBEL ---------- ---------- ------------- -------- RETAINED EARNINGS: Balance - Beginning of Period $ 21,121 $ (142,468) $ (12,429) $ 33,541 Net Income (81,148) 63,468 1,229 13,638 --------- ---------- --------- -------- Subtotal (60,027) (79,000) (11,200) 47,179 Common Stock Dividends Declared - - - - Preferred Stock Dividends Declared Other (5,340) - - - --------- ---------- --------- -------- Balance - End of Period $ (65,367) $ (79,000) $ (11,200) $ 47,179 ========= ========== ========= ======== ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ - $ (11,955) $ (34,976) $ (5,552) Net Changes - 6,995 25,896 (4,674) --------- ---------- --------- -------- Balance - End of Period $ - $ (4,960) $ (9,080) $(10,226) ========= ========== ========= ======== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 86
4 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy GPU Ventures Advanced GPU Consolidated MYR Resources Power ----------- ------- --------- ------- RETAINED EARNINGS: Balance - Beginning of Period $ 1,163 $ 8,191 $ (196) $ 5,874 Net Income 11,153 (1,848) 52 (58,895) --------- -------- ------- -------- Subtotal 12,316 6,343 (144) (53,021) Common Stock Dividends Declared - (25,000) - (869) Preferred Stock Dividends Declared Other 185 14,130 - 867 --------- -------- ----------------- -------- Balance - End of Period $ 12,501 $ (4,527) $ (144) $(53,023) ========= ======== ======= ======== ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ - $ - $ - $ 97 Net Changes - - - (97) --------- -------- ------- -------- Balance - End of Period $ - $ - $ - $ - ========= ======== ======= ======== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 87
5 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS For the Year Ended December 31, 2003 (In thousands $) GPU
GPU FirstEnergy License Diversified Capital Properties Holding Co. Holdings ---------- ----------- ----------- ----------- RETAINED EARNINGS: Balance - Beginning of Period $ (113,913) $ 3,396 $ 43 $ (217) Net Income (115,471) 97 (8) (1,761) ---------- ------- ---- -------- Subtotal (229,384) 3,493 35 (1,978) Common Stock Dividends Declared - - - - Preferred Stock Dividends Declared Other - - (1) - ---------- ------- ---- --------- Balance - End of Period $ (229,384) $ 3,493 $ 34 $ (1,978) ========== ======= ===== ======== ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ (91,461) $ - $ - $ (321) Net Changes - - - 1,472 ---------- ------- ---- -------- Balance - End of Period $ (91,461) $ - $ - $ 1,151 ========== ======= ==== ======== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 88
6 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy Telecom Service GPU First Services Co. Nuclear Communications ----------- ------------ ------- -------------- RETAINED EARNINGS: Balance - Beginning of Period $ 2,855 $ 2,595 $ - $ - Net Income 2,491 - - 4,413 ------- --------- ---- -------- Subtotal 5,346 2,595 - 4,413 Common Stock Dividends Declared - - - - Preferred Stock Dividends Declared Other (186) - - (2,137) ------- --------- ---- -------- Balance - End of Period $ 5,160 $ 2,595 $ - $ 2,276 ======= ========= ==== ======== ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ - $(268,467) $ - $ - Net Changes - 203,200 - (398) ------- --------- ---- -------- Balance - End of Period $ - $ (65,267) $ - $ (398) ======= ========= ==== ======== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 89
7 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS For the Year Ended December 31, 2003 (In thousands $) FirstEnergy Corp. Eliminations Consolidated ------------- ------------ RETAINED EARNINGS: Balance - Beginning of Period $ (1,102,153) $ 1,634,981 Net Income (623,618) 422,764 ------------ ----------- Subtotal (1,725,771) 2,057,745 Common Stock Dividends Declared 864,869 (453,360) Preferred Stock Dividends Declared 19,499 - Other (8,037) - ------------ ---------- Balance - End of Period $ (849,440) $ 1,604,385 ============ =========== ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period 537,773 (656,148) Net Changes (206,418) 303,499 ------------ ----------- Balance - End of Period $ 331,355 $ (352,649) ============ =========== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 90 1 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy Ohio Cleveland Toledo Holding Edison Electric Edison Company Consolidated Consolidated Consolidated ----------- ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 422,764 $ 324,645 $ 239,411 $ 45,480 Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization - 438,312 198,317 140,829 Nuclear fuel and capital lease amortization - 39,317 17,466 9,289 Undistributed subsidiary earnings (9,895) - - - Other amortization and accruals, net - - (16,278) - Deferred costs recoverable as regulatory assets - - - - Goodwill impairment - - - - Disallowed purchased power costs - - - - Investment Impairments - - - - Deferred income taxes, net (3,986) (73,541) 27,139 5,619 Investment tax credits, net - (14,747) (4,807) (2,056) Cumulative effect of accounting change - (54,109) (72,546) (43,751) Loss from discontinued operations - - - - Receivables (1,212,913) 170,492 (16,339) 19,107 Materials and supplies - (2,038) 5,771 1,481 Accounts payable 249,488 132,983 (54,858) (53,765) Deferred lease costs - (4,183) (78,214) (37,001) Other 72,452 154,491 119,773 12,940 ---------- ---------- --------- --------- Net cash provided from operating activities (482,090) 1,111,622 364,835 98,172 ---------- ---------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Common stock 934,138 - - - Long-term debt - 365,000 296,905 - Short-term borrowings, net (630,000) (224,788) (109,212) 206,300 Equity contributions from parent - - 300,000 - Redemptions and repayments- Common stock - - - - Preferred stock - (750) (1,093) - Long-term debt (130,682) (519,506) (677,097) (190,794) Dividend payments Common stock (453,360) (599,000) - - Preferred stock - (2,732) (7,451) (8,844) ---------- ---------- --------- --------- Net cash provided from (used for) financing activities (279,904) (981,776) (197,948) 6,662 ---------- ---------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions - (189,019) (134,899) (84,924) Proceeds from sale of assets - - - - Cash investments - - 44,732 40,025 Affiliated company transactions 474,339 66,401 (5,003) (18,826) Other (340) (25,857) (77,317) (59,560) ---------- ---------- --------- --------- Net cash provided from (used for) investing activities 473,999 (148,475) (172,487) (123,285) ---------- ---------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (287,995) $ (18,629) $ (5,600) $ (18,451) ========== ========== ========= ========= The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 91
2 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
American Jersey Metropolitan Pennsylvania Transmission Central Edison Electric Systems, Inc. Power & Light Consolidated Consolidated ------------ ------------- ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 26,152 $ 68,017 $ 61,171 $ 21,333 Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization 30,072 250,077 86,514 53,761 Nuclear fuel and capital lease amortization - - - - Undistributed subsidiary earnings - - - - Other amortization and accruals, net - - - - Deferred costs recoverable as regulatory assets - (164,290) (15,321) (37,218) Goodwill impairment - - - - Disallowed purchased power costs - 152,500 - - Investment Impairments - - - - Deferred income taxes, net 7,791 64,600 46,653 41,877 Investment tax credits, net (756) (2,228) (822) (988) Cumulative effect of accounting change - - (371) (1,873) Loss from discontinued operations - - - - Receivables 22,025 4,528 10,910 13,052 Materials and supplies - (1,139) (167) - Accounts payable 7,136 (153,953) (21,518) (84,700) Deferred lease costs - - - - Other 2,561 (38,160) (34,561) 10,732 ---------- ---------- --------- ---------- Net cash provided from operating activities 94,981 179,952 132,488 15,976 ---------- ---------- --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Common stock - - - - Long-term debt - 150,000 247,696 - Short-term borrowings, net 145 230,985 (22,963) (11,917) Equity contributions from parent - - - - Redemptions and repayments- Common stock - - - - Preferred stock - (125,244) - - Long-term debt - (251,815) (260,467) (812) Dividend payments Common stock (14,000) (138,000) (52,000) (36,000) Preferred stock - (5,235) - - ---------- ---------- --------- ---------- Net cash provided from (used for) financing activities (13,855) (139,309) (87,734) (48,729) ---------- ---------- --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (17,406) (122,930) (43,558) (44,657) Proceeds from sale of assets - - - - Cash investments - - - - Affiliated company transactions (64,027) 78,112 (7,941) 1,721 Other (16) (377) (8,819) 65,415 ---------- ---------- --------- ---------- Net cash provided from (used for) investing activities (81,449) (45,195) (60,318) 22,479 ---------- ---------- --------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (323) $ (4,552) $ (15,564) $ (10,274) ========== ========== ========= ========== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 92
3 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy Facilities FirstEnergy Nuclear Services Solutions Operating Co. MARBEL ----------- ----------- ------------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ (81,148) $ 63,468 $ 1,230 $ 13,638 Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization 5,470 25,900 - (194) Nuclear fuel and capital lease amortization - - - - Undistributed subsidiary earnings - - - - Other amortization and accruals, net - - - - Deferred costs recoverable as regulatory assets - - - - Goodwill impairment 116,988 - - - Disallowed purchased power costs - - - - Investment Impairments - - - - Deferred income taxes, net (34,178) (20,151) (25,535) 7,611 Investment tax credits, net - - - - Cumulative effect of accounting change - (122) - (1,891) Loss from discontinued operations 5,776 - - 193 Receivables 8,606 (36,752) 99,180 7,895 Materials and supplies (35) 10,797 - 101 Accounts payable (6,804) (71,736) (60,342) 718 Deferred lease costs - - - - Other (2,473) (70,220) 30,757 667 --------- --------- --------- --------- Net cash provided from operating activities 12,202 (98,816) 45,290 28,738 --------- --------- --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Common stock - - - - Long-term debt - - - - Short-term borrowings, net (8,887) 254,933 - - Equity contributions from parent - - - - Redemptions and repayments- Common stock - - - - Preferred stock - - - - Long-term debt (426) 3 - - Dividend payments Common stock - - - - Preferred stock - - - - --------- --------- --------- --------- Net cash provided from (used for) financing activities (9,313) 254,936 - - --------- --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (4,302) (130,294) - - Proceeds from sale of assets 61,396 - - 10,690 Cash investments - - - - Affiliated company transactions - - (45,305) (73) Other (70,386) (23,883) - (38,139) --------- --------- --------- --------- Net cash provided from (used for) investing activities (13,292) (154,177) (45,305) (27,522) --------- --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (10,403) $ 1,943 $ (15) $ 1,216 ========= ========= ========= ========= The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 93
4 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy GPU Ventures Advanced GPU Consolidated MYR Resources Capital ------------ --------- --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 11,153 $ (1,848) $ - $ (115,471) Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization 11,345 1,757 - 890 Nuclear fuel and capital lease amortization - - - - Undistributed subsidiary earnings - - - - Other amortization and accruals, net - - - - Deferred costs recoverable as regulatory assets - - - - Goodwill impairment - - - - Disallowed purchased power costs - - - - Investment Impairments - - - 17,850 Deferred income taxes, net 6,846 2,730 - - Investment tax credits, net - - - - Cumulative effect of accounting change - - - - Loss from discontinued operations - - - 60,495 Receivables (28,401) 1,625 (668) (89,444) Materials and supplies 3,927 - - 423 Accounts payable 3,847 323 - 97,056 Deferred lease costs - - - - Other 12,367 (6,590) 668 190,950 --------- --------- --------- ---------- Net cash provided from operating activities 21,084 (2,003) - 162,749 --------- --------- --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Common stock - - - - Long-term debt - - - - Short-term borrowings, net (305) - - (221,580) Equity contributions from parent - - - - Redemptions and repayments- Common stock - - - - Preferred stock - - - - Long-term debt (2,833) - - (101,468) Dividend payments Common stock - (25,000) - - Preferred stock - - - - --------- --------- --------- ---------- Net cash provided from (used for) financing activities (3,138) (25,000) - (323,048) --------- --------- --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (398) (4,940) - - Proceeds from sale of assets - - - - Cash investments - - - - Affiliated company transactions (12,551) (2,965) - - Other (3,023) 900 - 154,711 --------- --------- --------- ---------- Net cash provided from (used for) investing activities (15,972) $ (7,005) - 154,711 --------- --------- --------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 1,974 $ (34,008) $ - $ (5,588) ========= ========= ========= ========== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 94
5 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
GPU GPU FirstEnergy License Diversified Power Properties Holding Co. Holdings --------- ----------- ---------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ (58,896) $ 97 $ (8) $ (1,761) Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization - 264 - - Nuclear fuel and capital lease amortization - - - - Undistributed subsidiary earnings - - - - Other amortization and accruals, net - - - - Deferred costs recoverable as regulatory assets - - - - Goodwill impairment - - - - Disallowed purchased power costs - - - - Investment Impairments 25,953 - - - Deferred income taxes, net 1,062 132 (1) - Investment tax credits, net - - - - Cumulative effect of accounting change - - - - Loss from discontinued operations 34,915 - - - Receivables 16,738 (229) 1 (1,123) Materials and supplies 5,845 - - - Accounts payable (1,244) (79) 72 67 Deferred lease costs - - - - Other 5,504 (1,960) (15) 2,381 --------- -------- ----- -------- Net cash provided from operating activities 29,877 (1,775) 49 (436) --------- -------- ----- -------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Common stock - - - - Long-term debt - - - - Short-term borrowings, net - - - - Equity contributions from parent - - - - Redemptions and repayments- Common stock (14,000) - - - Preferred stock - - - - Long-term debt (38,307) (241) - - Dividend payments Common stock (869) - - - Preferred stock - - - - --------- -------- ----- -------- Net cash provided from (used for) financing activities (53,176) (241) - - --------- -------- ----- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions - - - - Proceeds from sale of assets 5,000 1,657 - - Cash investments - - - - Affiliated company transactions - 217 (49) - Other - 141 - 436 --------- -------- ----- -------- Net cash provided from (used for) investing activities 5,000 2,015 (49) 436 --------- -------- ----- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (18,299) $ (1) $ - - ========= ======== ===== ======== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 95
6 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy FirstEnergy Telecom Service GPU FIRST Services Co. Nuclear Communications ----------- ----------- -------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 2,491 $ - $ - $ 4,413 Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization 823 39,270 - - Nuclear fuel and capital lease amortization - - - - Undistributed subsidiary earnings - - - - Other amortization and accruals, net - - - - Deferred costs recoverable as regulatory assets - - - - Goodwill impairment - - - - Disallowed purchased power costs - - - - Investment Impairments - - - - Deferred income taxes, net 4,808 8,763 28 - Investment tax credits, net - - - - Cumulative effect of accounting change - - - - Loss from discontinued operations - - - - Receivables (8,421) 283,001 10,752 (4,833) Materials and supplies (490) (19,077) - - Accounts payable (10,426) 477,280 (14,211) 3,535 Deferred lease costs - - - - Other (6,101) 127,981 569 2,146 --------- ----------- -------- -------- Net cash provided from operating activities (17,316) 917,218 (2,862) 5,261 --------- ----------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Common stock - - - 1,794 Long-term debt - 8,182 - 5,407 Short-term borrowings, net 20,830 2,278,404 2,863 - Equity contributions from parent - - - - Redemptions and repayments- Common stock - - - - Preferred stock - - - - Long-term debt - - - - Dividend payments Common stock - - - - Preferred stock - - - - --------- ----------- -------- -------- Net cash provided from (used for) financing activities 20,830 2,286,586 2,863 7,201 --------- ----------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (3,028) (73,583) - (2,378) Proceeds from sale of assets - - - - Cash investments - (31,873) - - Affiliated company transactions - (2,825,798) - - Other (493) 69,247 - (9,632) --------- ----------- -------- -------- Net cash provided from (used for) investing activities (3,521) (2,862,007) - (12,010) --------- ----------- -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (7) $ 341,797 $ 1 $ 452 ========= =========== ======== ======== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 96
7 of 7 FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
FirstEnergy Corp. Eliminations Consolidated ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ (623,567) $ 422,764 Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization (1,717) 1,281,690 Nuclear fuel and capital lease amortization - 66,072 Undistributed subsidiary earnings 9,895 - Other amortization and accruals, net - (16,278) Deferred costs recoverable as regulatory assets - (216,829) Goodwill impairment - 116,988 Disallowed purchased power costs - 152,500 Investment Impairments - 43,803 Deferred income taxes, net 11,776 80,043 Investment tax credits, net - (26,404) Cumulative effect of accounting change - (174,663) Loss from discontinued operations - 101,379 Receivables 797,522 66,311 Materials and supplies - 5,399 Accounts payable (608,521) (169,652) Deferred lease costs - (119,398) Other (248,122) 338,737 ----------- ---------- Net cash provided from operating activities (662,734) 1,952,462 ----------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Common stock (1,794) 934,138 Long-term debt (45,878) 1,027,312 Short-term borrowings, net (2,340,199) (575,391) Equity contributions from parent (300,000) - Redemptions and repayments- - Common stock 14,000 - Preferred stock - (127,087) Long-term debt 45,878 (2,128,567) Dividend payments - Common stock 864,869 (453,360) Preferred stock 24,262 - ----------- ---------- Net cash provided from (used for) financing activities (1,738,862) (1,322,955) ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions - (856,316) Proceeds from sale of assets - 78,743 Cash investments - 52,884 Affiliated company transactions 2,361,748 - Other 39,848 12,856 ----------- ---------- Net cash provided from (used for) investing activities 2,401,596 (711,833) ----------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ - $ (82,326) =========== ========== The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan Edison and Pennsylvania Electric, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. 97
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Exhibits - -------- A. Annual Reports -------------- The following documents are incorporated by reference: A-1 FirstEnergy Corp. - Annual Report on Form 10-K for 2003 (File No. 333-21011) Ohio Edison Company - Annual Report on Form 10-K for 2003 (File No. 1-2578) The Cleveland Electric Illuminating Company - Annual Report on Form 10-K for 2003 (File No. 1-2323) The Toledo Edison Company - Annual Report on Form 10-K for 2003 (File No. 1-3583) Pennsylvania Power Company - Annual Report on Form 10-K for 2003 (File No. 1-3491) Jersey Central Power & Light Company - Annual Report on Form 10-K for 2003 (File No. 1-3141) JCP&L Transition Funding, LLC - Annual Report on Form 10-K for 2003 (File No. 333-31250) Metropolitan Edison Company - Annual Report on Form 10-K for 2003 (File No.1-446) Pennsylvania Electric Company - Annual Report on Form 10-K for 2003 (File No.1-3522) B. Certificates of Incorporation, Articles of Incorporation, By-Laws, ------------------------------------------------------------------------- Partnership Agreements and Other Organizational Documents --------------------------------------------------------- FirstEnergy Corp (FirstEnergy) ------------------------------ B-1 Articles of Incorporation constituting FirstEnergy Corp.'s Articles of Incorporation, dated September 17, 1996. (September 17, 1996 Form 8-K, Exhibit C) B-2 Amended Articles of Incorporation of FirstEnergy Corp -incorporated by reference to Exhibit (3)-1(a) to FirstEnergy's Annual Report on Form 10-K for 2002. (File No. 333-21011) B-3 Regulations of FirstEnergy Corp. (September 17, 1996 Form 8-K, Exhibit D) B-4 FirstEnergy Corp. Amended Code of Regulations - incorporated by reference to Exhibit (3)-2(a) to FirstEnergy's Annual Report on Form 10-K for 2002. (File No. 333-21011) B-5 Incorporated by reference to Exhibit B to FirstEnergy's Form U5B for the year 2002, File No. 030-00039. American Transmissions Systems, Inc.(ATSI) Centerior Indemnity Trust Centerior Service Company FE Acquisition Corp. First Communications, LLC FE Holdings, LLC 98 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibit - ------- FirstEnergy Corp (FirstEnergy) ------------------------------ FELHC, Inc. FirstEnergy Facilities Services Group, LLC (FEFSG) FirstEnergy Nuclear Operating Company FirstEnergy Properties, Inc. FirstEnergy Securities Transfer Company FirstEnergy Service Company FirstEnergy Solutions Corp. (FES) FirstEnergy Ventures Corp. MARBEL Energy Corporation PowerSpan Corp. UMICO Holdings, Inc. GPU Telcom, GPU Nuclear (GPUN), GPU Diversified Holdings and ------------------------------------------------------------ GPU Enertech Holdings --------------------- B-6 Certificate of Incorporation of GPUN, dated as of September 5, 1980 - incorporated by reference to Exhibit A-1 to Application on Form U-1, File No. 70-6443. B-7 Certificate of Amendment to the Certificate of Incorporation of GPUN dated August 1, 1996 - incorporated by reference to Exhibit B-7 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-8 Amended By-Laws of GPUN, dated as of April 29, 1993 - incorporated by reference to Exhibit 3-A to GPU, Inc.'s Annual Report on Form 10K for 1993, File No.1-6047. B-9 Articles of Incorporation of Saxton Nuclear Experimental Corporation (Saxton) dated as of March 29, 1974 - incorporated by reference to Exhibit B-12 to GPU, Inc.'s Annual Report on Form U5S for the year 1988, File No. 30-126. B-10 Amended By-Laws of Saxton, dated as of March 30, 1984 - incorporated by reference to Exhibit A-1(e) to Application on Form U-1, File No. 70-7398. B-11 Amendment to Section 37 of the By-Laws of Saxton, dated as of August 27, 1987 - incorporated by reference to Exhibit A-2(b), Certificate Pursuant to Rule 24, File No. 70-7398. B-12 Certificate of Incorporation of GPU Telcom Services, Inc., dated as of September 13, 1996 - incorporated by reference to Exhibit B-18 to GPU, Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126. B-13 By-Laws of GPU Telcom Services, Inc., dated as of March 6, 1997 - incorporated by reference to Exhibit B-19 to GPU, Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126. 99 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibit - ------- GPU Telcom, GPU Nuclear (GPUN), GPU Diversified Holdings and ------------------------------------------------------------ GPU Enertech Holdings --------------------- B-14 Certificate of Formation of GPU Diversified Holdings, LLC dated August 3, 2000 - incorporated by reference to Exhibit B-20 to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047. B-15 Limited Liability Company Agreement of GPU Diversified Holdings LLC dated December 12, 2000 - incorporated by reference to Exhibit B-20 to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047. B-16 Certificate of Incorporation of GPU Enertech Holdings, Inc. dated February 22, 2000 - incorporated by reference to Exhibit B-20 to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047. B-17 By-Laws of GPU Enertech Holdings, Inc. dated February 22. 2000 - incorporated by reference to Exhibit B-20 to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047. Ohio Edison Company (OE) ------------------------ B-18 Amended Articles of Incorporation, Effective June 21, 1994, constituting OE's Articles of Incorporation. (1994 Form 10-K, Exhibit 3-1.) B-19 Amended and Restated Code of Regulations, amended March 15, 2002 - incorporated by reference to Exhibit 3-2 to OE's Annual Report on Form 10-K for 2001, File No. 1-2578. Pennsylvania Power Company (Penn) --------------------------------- B-20 Amended and Restated Articles of Incorporation, as amended March 15, 2002 - incorporated by reference to Exhibit 3-1 to Penn's Annual Report on Form 10-K for 2001, File No. 1-3491. B-21 Amended and Restated By-Laws of Penn, as amended March 15, 2002 - incorporated by reference to Exhibit 3-2 to Penn's Annual Report on Form 10-K for 2001, File No. 1-3491. 100 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- The Cleveland Electric Illuminating Company (CEI) ------------------------------------------------- B-22 Amended Articles of Incorporation of CEI, as amended, effective May 28, 1993 (Exhibit 3a, 1993 Form 10-K, File No. 1-2323). B-23 Amended and Restated Code of Regulations, dated March 15, 2002 - incorporated by reference to Exhibit 3c to CEI's Annual Report on Form 10-K for 2001, File No. 1-2323. The Toledo Edison Company (TE) ------------------------------ B-24 Amended Articles of Incorporation of TE, as amended effective October 2, 1992 (Exhibit 3a, 1992 Form 10-K, File No. 1-3583). B-25 Amended and Restated Code of Regulations, dated March 15, 2002 - incorporated by reference to Exhibit 3b to TE's Annual Report on Form 10-K for 2001, File No. 1-3583. JCP&L ----- B-26 Restated Certificate of Incorporation of JCP&L, dated as of May 26, 1982 - incorporated by reference to Exhibit 3-A to JCP&L's Annual Report on Form 10-K for 1990, File No. 1-3141. B-27 Certificate of Amendment to Restated Certificate of Incorporation of JCP&L, dated as of June 19, 1992 - incorporated by reference to Exhibit A-2(a), Certificate Pursuant to Rule 24, File No. 70-7949. B-28 Certificate of Amendment to Restated Certificate of Incorporation of JCP&L, dated as of June 19, 1992 - incorporated by reference to Exhibit A-2(a)(i), Certificate Pursuant to Rule 24, File No. 70-7949. B-29 Amended By-Laws of JCP&L, dated as of May 25, 1993 - incorporated by reference to Exhibit 3-B to JCP&L's Annual Report on Form 10-K for 1993, File No. 1-3141. B-30 Payment and Guarantee Agreement of JCP&L, dated as of May 18, 1995 - incorporated by reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, File No. 70-8495. B-31 Certificate of Formation of JCP&L Transition Funding LLC dated February 24, 2000 - incorporated by reference to Exhibit B-20 to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047. B-32 Limited Liability Company Agreement for JCP&L Transition Funding LLC dated February 24, 2000 - incorporated by reference to Exhibit B-20 to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047. 101 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Met-Ed ------ B-33 Articles of Incorporation of York Haven Power Company, dated as of December 18, 1967 - incorporated by reference to Exhibit B-15 to GPU, Inc.'s Annual Report on Form U5S for the year 1988, File No. 30-126. B-34 Certificate of Incorporation of Met-Ed Preferred Capital, Inc., dated as of May 6, 1994 - incorporated by reference to Exhibit 3-C to Registration Statement on Form S-3, Registration No. 33-53673. B-35 Amended By-Laws of York Haven Power Company, dated as of January 1, 1985 - incorporated by reference to Exhibit A-1(d), Application on Form U-1, File No. 70-7398. B-36 Amendment to Section 29 of the By-Laws of York Haven Power Company, dated as of September 8, 1987 - incorporated by reference to Exhibit A-2(a), Certificate Pursuant to Rule 24, File No. 70-7398. B-37 By-Laws of Met-Ed Preferred Capital, Inc., dated as of May 6, 1994 - incorporated by reference to Exhibit A-2, Application on Form U-1, File No. 70-8401. B-38 Amended and Restated Limited Partnership Agreement of Met-Ed Capital, L.P., dated as of August 16, 1994 - incorporated by reference to Exhibit A-5(a), Certificate Pursuant to Rule 24, File No. 70-8401. B-39 Certificate of Incorporation of Met-Ed Preferred Capital II, Inc., dated as of September 1, 1998- incorporated by reference to Exhibit 3-C, Registration Statement on Form S-3, SEC Registration Nos. 333-62967, 333-62967-01 and 333-62967-02. B-40 By-Laws of Met-Ed Preferred Capital II, Inc., dated as of September 1, 1998- incorporated by reference to Exhibit 3-D, Registration Statement on Form S-3, SEC Registration Nos. 333-62967, 333-62967-01 and 333-62967-02. B-41 Certificate of Limited Partnership of Met-Ed Capital II, L.P., dated as of September 1, 1998-incorporated by reference to Exhibit 3E, Registration Statement on Form S-3, SEC Registration Nos. 333-62967, 333-62967-01 and 333-62967-02. B-42 Certificate of Business Trust Registration of Met-Ed Capital Trust, dated as of September 1,1998- incorporated by reference to Exhibit 4-K, Registration Statement on Form S-3, SEC Registration Nos. 333-62967, 333-62967-01, and 333-62967-02. 102 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Met-Ed ------ B-43 Restated Articles of Incorporation of Met-Ed dated March 8, 1999 - incorporated by reference to Exhibit 3-E of Met-Ed's Annual Report on Form 10-K for the year 1999, File No. 1-446. B-44 Payment and Guarantee Agreement of Met-Ed, dated May 28, 1999 - incorporated by reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, File No. 70-9329. B-45 Amendment No. 1 to Payment and Guarantee Agreement of Met-Ed, dated November 23, 1999 - incorporated by reference to Exhibit 4-H of Met-Ed's Annual Report on Form 10-K for the year 1999, File No. 1-446. B-46 Amended By-Laws of Met-Ed as of May 16, 2000 - incorporated by reference to Exhibit 3-F of Met-Ed's Annual Report on Form 10-K for the year 2000, File No. 2-27099. Penelec ------- B-47 Articles of Incorporation of Nineveh Water Company (formerly Penelec Water Company), dated as of May 22, 1920 - incorporated by reference to Exhibit B-36 to GPU, Inc.'s Annual Report on Form U5S for the year 1988, File No. 30-126. B-48 Certificate of Incorporation of Penelec Preferred Capital, Inc., dated as of May 9, 1994 - incorporated by reference to Exhibit 3-C to Registration Statement on Form S-3, Registration No. 33-53677. B-49 By-Laws of Nineveh Water Company, dated as of May 22, 1920 - incorporated by reference to Exhibit A-1(c), Application on Form U-1, File No. 70-7398. B-50 Amendment to Article V, Section 6 of the By-Laws of Nineveh Water Company, dated as of August 27, 1987 - incorporated by reference to Exhibit A-1 (c), Certificate Pursuant to Rule 24, File No. 70-7398. B-51 By-Laws of Penelec Preferred Capital, Inc., dated as of May 9, 1994 - incorporated by reference to Exhibit A-2, Application on Form U-1, File No. 70-8403. B-52 Amended and Restated Limited Partnership Agreement of Penelec Capital, L.P., dated as of June 27, 1994 - incorporated by reference to Exhibit A-5(a), Certificate Pursuant to Rule 24, File No. 70-8403. 103 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Penelec ------- B-53 Payment and Guarantee Agreement of Penelec, dated June 16, 1999 - incorporated by reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, File No. 70-9327. B-54 Amendment No. 1 to Payment and Guarantee Agreement of Penelec, dated November 23, 1999 - incorporated by reference to Exhibit 4-J of Penelec's Annual Report on Form 10-K for the year 1999, File No. 1-3522. B-55 Certificate of Incorporation of Penelec Preferred Capital II, Inc., dated as of August 20, 1998- incorporated by reference to Exhibit 3-C, Registration Statement on Form S-3, SEC Registration Nos. 333-62295, 333-62295-01 and 333-62295-02. B-56 By-Laws of Penelec Preferred Capital II, Inc., dated as of August 20, 1998- incorporated by reference to Exhibit 3-D, Registration Statement on Form S-3, SEC Registration Nos. 333-62295, 333-62295-01 and 333-62295-02. B-57 Certificate of Limited Partnership of Penelec Capital II, L.P., dated as of August 20, 1998- incorporated by reference to Exhibit 3-E, Registration Statement on Form S-3, SEC Registration Nos. 333-62295, 333-62295-01 and 333-62295-02. B-58 Certificate of Business Trust Registration of Penelec Capital Trust, dated as of August 20, 1998- incorporated by reference to Exhibit 4-J, Registration Statement on Form S-3, SEC Registration Nos. 333-62295, 333-62295-01 and 333-62295-02. B-59 Restated Articles of Incorporation of Penelec dated March 8, 1999 - incorporated by reference to Exhibit 3-G of Penelec's Annual Report on Form 10-K for the year 1999, File No. 1-3522. B-60 Amended By-Laws of Penelec, dated as of May 16, 2000 - incorporated by reference to Exhibit 3-H of Penelec's Annual Report on Form 10-K for the year 2000, File No. 1-3522. 104 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- GPU Electric & GPU Power ------------------------ B-61 Articles of Incorporation of North Canadian Power, Inc., dated as of November 21, 1989 - incorporated by reference to Exhibit B-13 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-62 Certificate of Amendment of Articles of Incorporation of North Canadian Power, Inc., dated as of May 18, 1994, to change to name of the company to NCP Energy, Inc. - incorporated by reference to Exhibit B-14 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-63 Certificate of Incorporation of EI Power, Inc., dated as of March 15, 1994 - incorporated by reference to Exhibit B-41 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-64 Certificate of Amendment of Certificate of Incorporation of EI Power, Inc., dated as of August 1, 1996 to change the name of the company to GPU Power, Inc. - incorporated by reference to Exhibit B-77 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, Form No. 30-126. B-65 By-Laws of Incorporation of EI Services Colombia, Ltda. (Public Deed No. 2798), dated as of August 11, 1995 - incorporated by reference to Exhibit B-81 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-66 Amendment to the By-Laws of Incorporation of EI Services Colombia, Ltda. dated as of August 9, 1996 to change the name of the company to GPU International Latin America, Ltda. (subsequently renamed GPUI Colombia, Ltda.) - incorporated by reference to Exhibit B-88 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-67 Certificate of Incorporation of EI Barranquilla, Inc., dated as of July 10, 1995 - incorporated by reference to Exhibit B-83 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-68 By-Laws of Incorporation of Termobarranquilla S.A. (Public Deed No. 9994), dated as of October 14, 1994 - incorporated by reference to Exhibit B-84 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. 105 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- GPU Electric & GPU Power ------------------------ B-69 Certificate of Incorporation of Barranquilla Lease Holding, Inc., dated as of August 7, 1995 - incorporated by reference to Exhibit B-85 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-70 Certificate of Incorporation of Los Amigos Leasing Company, Ltd., dated as of August 18, 1995 - incorporated by reference to Exhibit B-86 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-71 Certificate of Incorporation of International Power Advisors, Inc., dated as of August 14, 1995 - incorporated by reference to Exhibit B-87 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-72 Certificate of Incorporation of Colombian Installations, Inc., dated as of September 8, 1995 - incorporated by reference to Exhibit B-88 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-73 Certificate of Amendment of Certificate of Incorporation of Colombian Installations, Inc., dated as of August 26, 1996 to change the name of the company to GPU Power Philippines, Inc. - incorporated by reference to Exhibit B-96 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-74 Certificate of Incorporation of EI Energy, Inc., dated as of October 18, 1995 - incorporated by reference to Exhibit B-89 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-75 Certificate of Amendment of Certificate of Incorporation of EI Energy, Inc., dated as of August 1, 1996 to change the name of the company to GPU Electric, Inc. - incorporated by reference to Exhibit B-98 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-76 Certificate of Incorporation of EI UK Holdings, Inc., dated as of April 30, 1996 - incorporated by reference to Exhibit B-103 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. 106 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- GPU Electric & GPU Power ------------------------ B-77 Memorandum and Articles of Association of Avon Energy Partners Holdings, dated as of May 2, 1996 - incorporated by reference to Exhibit B-104 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-78 Memorandum of Association of Midlands Electricity plc, dated as of March 9, 1989 - incorporated by reference to Exhibit B-106 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-79 Articles of Association of Midlands Electricity plc, adopted on December 13, 1996 - incorporated by reference to Exhibit B-107 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-80 Certificate of Filing of Amended Articles of Incorporation of Magellan Utilities Development Corporation, adopted on March 14, 1994- incorporated by reference to Exhibit B-108 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-81 By-Laws of EI Cayman (subsequently renamed EI International), dated as of June 16, 1993 - incorporated by reference to Exhibit B-87 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-82 By-Laws of EI Power, Inc. (subsequently renamed GPU Power, Inc.), dated as of May 2, 1994 - incorporated by reference to Exhibit B-89 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-83 By-Laws of EI Barranquilla, Inc., adopted as of December 29, 1995 - incorporated by reference to Exhibit B-125 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-84 By-Laws of Barranquilla Lease Holding, Inc., adopted as of December 29, 1995 - incorporated by reference to Exhibit B-126 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-85 By-Laws of Los Amigos Leasing Company, Ltd., dated as of August 18, 1995 - incorporated by reference to Exhibit B-127 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-86 By-Laws of International Power Advisors, Inc., adopted as of August 16, 1995 - incorporated by reference to Exhibit B-128 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. 107 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- GPU Electric & GPU Power ------------------------ B-87 By-Laws of Colombian Installations, Inc. (subsequently renamed GPU Power Philippines, Inc.), adopted as of September 9, 1995 - incorporated by reference to Exhibit B-129 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-88 By-Laws of EI Energy, Inc. (subsequently renamed GPU Electric, Inc.), dated as of October 20, 1995 - incorporated by reference to Exhibit B-130 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-89 By-Laws of EI UK Holdings, Inc., adopted as of April 30, 1996 - incorporated by reference to Exhibit B-150 to GPU Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-90 Certificate of Filing of Amended By-Laws of Magellan Utilities Development Corporation adopted on September 29, 1994- incorporated by reference to Exhibit B-151 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. B-91 Memorandum of Association of 2322120 Nova Scotia Limited, dated as of December 22, 1993 - incorporated by reference to Exhibit B-35 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-92 Certificate of Amendment of the Memorandum of Association of 2322120 Nova Scotia Limited, dated as of February 17, 1994 to change the name of the company to EI Services Canada Limited - incorporated by reference to Exhibit B-36 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-93 Memorandum of Association of 2322133 Nova Scotia Limited, dated as of December 22, 1993 - incorporated by reference to Exhibit B-31 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-94 Certificate of Amendment of the Memorandum of Association of 2322133 Nova Scotia Limited, dated as of February 17, 1994 to change the name of the company to EI Canada Holding Limited - incorporated by reference to Exhibit B-32 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-95 Memorandum of Association of EI Cayman (subsequently renamed EI International), dated as of June 16, 1993 - incorporated by reference to Exhibit B-39 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. 108 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- GPU Electric & GPU Power ------------------------ B-96 Articles of Association of 2322133 Nova Scotia Limited (subsequently renamed EI Canada Holding Limited), adopted as of December 22, 1993 - incorporated by reference to Exhibit B-83 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-97 Articles of Association of 2322120 Nova Scotia Limited (subsequently renamed EI Services Canada Limited), adopted as of December 22, 1993 - incorporated by reference to Exhibit B-85 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. B-98 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public Deed No. 1198), dated as of February 24, 1995 - incorporated by reference to Exhibit B-160 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-99 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public Deed No. 1198), dated as of February 24, 1995 - incorporated by reference to Exhibit B-160 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-100 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public Deed No. 6455), dated as of October 4, 1995 - incorporated by reference to Exhibit B-161 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-101 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public Deed No. 2093), dated as of April 6, 1995 - incorporated by reference to Exhibit B-162 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-102 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public Deed No. 5777), dated as of September 5, 1995 - incorporated by reference to Exhibit B-163 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. B-103 Certificate of Amendment of Articles of Association of EI Cayman, dated as of July 10, 1995 to change the name of the company to EI International - incorporated by reference to Exhibit B-164 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126. 109 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- GPU Electric & GPU Power ------------------------ B-104 Amendment to the Certificate of Incorporation of GPU International Latin America Ltda., dated as of March 6, 1997, to change the name of the company to GPUI Colombia Ltda. - incorporated by reference to Exhibit B-191 to GPU, Inc.'s Annual Report on Form U5S for the year 1997, File No.30-126. B-105 Certificate of Amendment to the Certificate of Registration of EI Australia Services Pty Ltd. to GPU International Australia Pty. Ltd. dated as of October 14, 1996 - incorporated by reference to Exhibit B-205 to GPU, Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126. B-106 Certificate of Incorporation of GPU Capital,Inc., dated October 8, 1998 - incorporated by reference to Exhibit B-198 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126. B-107 By-Laws of GPU Capital, Inc. adopted as of October 8, 1998 - incorporated by reference to Exhibit B-199 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126. B-108 Certificate of Incorporation of GPU Solar, Inc., dated November 5, 1997 - incorporated by reference to Exhibit B-213 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126. B-109 By-Laws of GPU Solar, Inc., adopted as of November 5, 1997 - incorporated by reference to Exhibit B-214 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126. B-110 Certificate of Merger of GPU Solar, L.L.C. and GPU Solar, Inc., dated January 7, 1997 - incorporated by reference to Exhibit B-215 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126. B-111 Articles of Association of Avon Energy Partners plc, adopted as of January 19, 2000 - incorporated by reference to Exhibit B-205 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126. B-112 Articles of Association of Avon Energy Partners Holdings, adopted as of January 19, 2000 - incorporated by reference to Exhibit B-206 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126 110 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- GPU Electric & GPU Power ------------------------ B-113 Articles of Association of GPU Argentina Services S.R.L., dated January 15, 1999 - incorporated by reference to Exhibit B-207 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126 B-114 Articles of Association of Midlands Electricity plc, adopted as of January 19, 2000 - incorporated by reference to Exhibit B-210 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126 MYR Group --------- B-115 Restated Certificate of Incorporation of The L.E. Myers Company as of April 29, 1982 - incorporated by reference to Exhibit B-168 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-116 By-Laws of the L.E. Myers Company as Amended and Restated on May 15, 1996 - incorporated by reference to Exhibit B-169 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-117 Certificate of Incorporation of MYRcom, Inc. dated April 20, 1999 - incorporated by reference to Exhibit B-170 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-118 By-Laws of MYRcom, Inc. dated as of April 20, 1999 - incorporated by reference to Exhibit B-173 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-119 Articles of Incorporation of Sturgeon Electric Company, Inc. dated August 20, 1974- incorporated by reference to Exhibit B-174 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-120 Certificate of Merger of Sturgeon Electric Company, Inc., a Colorado Corporation into Sturgeon Electric Company, Inc. a Michigan Corporation dated August 30, 1974 - incorporated by reference to Exhibit B-175 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-121 Agreement and Plan of Merger - Sturgeon Electric Company, Inc., a Colorado Corporation into Sturgeon Electric Company, Inc., a Michigan Corporation dated dated August 30, 1974 - incorporated by reference to Exhibit B-176 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. 111 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- MYR Group --------- B-122 Certificate of Merger of Harsub, Inc. into Sturgeon Electric Company, Inc. dated September 26, 1974 - incorporated by reference to Exhibit B-177 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-123 Plan of Merger of Sturgeon Electric Company, Inc. and Harsub, Inc. dated September 4, 1974 - incorporated by reference to Exhibit B-178 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-124 By-Laws of Sturgeon Electric Company, Inc. as Amended and Restated on May 15, 1996 - incorporated by reference to Exhibit B-179 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-125 Certificate of Incorporation of MYRpower, Inc. dated April 18, 2000 - incorporated by reference to Exhibit B-180 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-126 By-Laws of MYRpower, Inc. dated April 19, 2000 - incorporated by reference to Exhibit B-183 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-127 Articles of Incorporation of Harlan Electric Company dated December 26, 1940 - incorporated by reference to Exhibit B-184 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-128 By-Laws of Harlan Electric Company as Amended and Restated on May 15, 1996 - incorporated by reference to Exhibit B-185 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-129 Articles of Incorporation of ComTel Technology, Inc. dated March 23, 1983 - incorporated by reference to Exhibit B-186 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-130 By-Laws of ComTel Technology dated March 23, 1983 - incorporated by reference to Exhibit B-187 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-131 Articles of Incorporation of Power Piping Company dated October 31, 1963 - incorporated by reference to Exhibit B-188 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. 112 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- MYR Group --------- B-132 By-Laws of Power Piping Company as Amended and Restated on May 15, 1996 - incorporated by reference to Exhibit B-189 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-133 Articles of Incorporation of D.W.Close Company, Inc. dated February 16, 1979 - incorporated by reference to Exhibit B-190 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-134 By-Laws of D.W. Close Company, Inc. dated February 16, 1979 - incorporated by reference to Exhibit B-191 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-135 Restated Certificate of Incorporation of MYR Group Inc. dated December 14, 1995 - incorporated by reference to Exhibit B-192 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-136 Certificate of Amendment of Amended and Restated Certificate of Incorporation of MYR Group Inc. dated May 23, 1996 - incorporated by reference to Exhibit B-193 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-137 Certificate of Amendment of Amended and Restated Certificate of Incorporation of MYR Group Inc. dated May 10, 1999 - incorporated by reference to Exhibit B-194 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-138 Certificate of Ownership and Merger Merging GPX Acquisition Corporation With and Into MYR Group Inc. dated April 26, 2000 - incorporated by reference to Exhibit B-195 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-139 Amended and Restated Certificate of Incorporation of MYR Group Inc. - incorporated by reference to Exhibit B-196 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-140 By-Laws of MYR Group Inc. - incorporated by reference to Exhibit B-197 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-141 Articles of Amendment to the Articles of Incorporation of Alvarado-Martinez Construction Management Corporation (Great Southwestern Construction, Inc.) dated June 28, 1977 - incorporated by reference to Exhibit B-198 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. 113 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- MYR Group --------- B-142 Articles of Incorporation of Alvarado-Martinez Construction Management Corporation (Great Southwestern Construction, Inc) dated June 15, 1977 - incorporated by reference to Exhibit B-199 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-143 Articles of Amendment to the Articles of Incorporation of Alvarado-Martinez Construction Management Corporation (Great Southwestern Construction, Inc.) dated November 13, 1980 - incorporated by reference to Exhibit B-200 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-144 By-Laws of the Alvarado-Martinez Construction Management Corporation (Great Southwestern Construction, Inc.) - incorporated by reference to Exhibit B-201 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-145 Articles of Incorporation of Hawkeye Construction, Inc. dated September 5, 1984 - incorporated by reference to Exhibit B-202 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. B-146 By-Laws of Hawkeye Construction, Inc. dated September 5, 1984 - incorporated by reference to Exhibit B-203 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047. C. Instruments Defining the Rights of Security Holders, including Identures, ------------------------------------------------------------------------- Outstanding and Uncompleted Contracts or Agreements --------------------------------------------------- FirstEnergy ----------- C-1 Rights Agreement, dated December 1, 1997 - incorporated by reference to Exhibit 4.1, Form 8-K. C-2 FirstEnergy Corp. to The Bank of New York, Supplemental Indenture, dated November 7, 2001 - incorporated by reference to Exhibit 4-2 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-3 FirstEnergy Corp. Executive and Director Incentive Compensation Plan, revised November 15, 1999 - incorporated by reference to Exhibit 10-1 to FirstEnergy's Annual Report on Form 10-K for 1999, File No. 333-21011. C-4 Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, revised November 15, 1999 - incorporated by reference to Exhibit 10-2 to FirstEnergy's Annual Report on Form 10-K for 1999, File No. 333-21011. 114 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- FirstEnergy ----------- C-5 Employment, severance and change of control agreement between FirstEnergy Corp. and executive officers - incorporated by reference to Exhibit 10-3 to FirstEnergy's Annual Report on Form 10-K for 1999, File No. 333-21011. C-6 FirstEnergy Corp. Supplemental Executive Retirement Plan, amended January 1, 1999 - incorporated by reference to Exhibit 10-4 to FirstEnergy's Annual Report on Form 10-K for 1999, File No. 333-21011. C-7 FirstEnergy Corp. Executive Incentive Compensation Plan -incorporated by reference to Exhibit 10-5 to FirstEnergy's Annual Report on Form 10-K for 1999, File No. 333-21011. C-8 Restricted stock agreement between FirstEnergy Corp. and A. J. Alexander - incorporated by reference to Exhibit 10-6 to FirstEnergy's Annual Report on Form 10-K for 1999, File No. 333-21011. C-9 FirstEnergy Corp. Executive and Director Incentive Compensation Plan - incorporated by reference to Exhibit 10-1 to FirstEnergy's Annual Report on Form 10-K for 1998, File No. 333-21011. C-10 Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, amended February 15, 1999 - incorporated by reference to Exhibit 10-2 to FirstEnergy's Annual Report on Form 10-K for 1998, File No. 333-21011. C-11 Restricted stock agreement between FirstEnergy Corp. and A. J. Alexander - incorporated by reference to Exhibit 10-9 to FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011. C-12 Restricted stock agreement between FirstEnergy Corp. and H. P. Burg - incorporated by reference to Exhibit 10-10 to FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011. C-13 Stock option agreement between FirstEnergy Corp. and officers dated November 22, 2000 - incorporated by reference to Exhibit 10-11 to FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011. C-14 Stock option agreement between FirstEnergy Corp. and officers dated March 1, 2000 - incorporated by reference to Exhibit 10-12 to FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011. 115 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- FirstEnergy ----------- C-15 Stock option agreement between FirstEnergy Corp. and director dated January 1, 2000 - incorporated by reference to Exhibit 10-13 to FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011. C-16 Stock option agreement between FirstEnergy Corp. and two directors dated January 1, 2001 - incorporated by reference to Exhibit 10-14 to FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011. C-17 Executive and Director Incentive Compensation Plan dated May 15, 2001 - incorporated by reference to Exhibit 10-15 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-18 Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, revised September 18, 2000 - incorporated by reference to Exhibit 10-16 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-19 Stock Option Agreements between FirstEnergy Corp. and Officers dated May 16, 2001 - incorporated by reference to Exhibit 10-17 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-20 Restricted Stock Agreements between FirstEnergy Corp. and Officers dated February 20, 2002 - incorporated by reference to Exhibit 10-18 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-21 Stock Option Agreements between FirstEnergy Corp. and One Director dated January 1, 2002 - incorporated by reference to Exhibit 10-19 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-22 FirstEnergy Corp. Executive Deferred Compensation Plan - incorporated by reference to Exhibit 10-20 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-23 Executive Incentive Compensation Plan-Tier 2 - incorporated by reference to Exhibit 10-21 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-24 Executive Incentive Compensation Plan-Tier 3 - incorporated by reference to Exhibit 10-22 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-25 Executive Incentive Compensation Plan-Tier 4 - incorporated by reference to Exhibit 10-23 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. 116 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- FirstEnergy ----------- C-26 Executive Incentive Compensation Plan-Tier 5 - incorporated by reference to Exhibit 10-24 to FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011. C-27 Executive and Director Stock Option Agreement dated June 11, 2002 - incorporated by reference to Exhibit 10-28 to FirstEnergy's Annual Report on Form 10-K for 2002, File No. 333-21011. C-28 Director Stock Option Agreement - incorporated by reference to Exhibit 10-29 to FirstEnergy's Annual Report on Form 10-K for 2002, File No. 333-21011. C-29 Executive and Director Incentive Compensation Plan, Amendment dated May 21, 2002 - incorporated by reference to Exhibit 10-30 to FirstEnergy's Annual Report on Form 10-K for 2002, File No. 333-21011. C-30 Directors Deferred Compensation Plan, Revised November 19, 2002 - incorporated by reference to Exhibit 10-31 to FirstEnergy's Annual Report on Form 10-K for 2002, File No. 333-21011. C-31 Executive Incentive Compensation Plan 2002 - incorporated by reference to Exhibit 10-32 to FirstEnergy's Annual Report on Form 10-K for 2002, File No. 333-21011. C-32 Form of 1998 Stock Option Agreement under the 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries - incorporated by reference to GPU, Inc.'s Annual Report on Form 10-K, Exhibit 10-Q, for the year 1998, File No. 1-6047. C-33 Severance Protection Agreement for Carole B. Snyder, dated November 30, 1998 - incorporated by reference to Exhibit C-27 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126. C-34 Amended and Restated GPU System Companies Master Directors' Benefits Protection Trust effective June 1, 1999 - incorporated by reference to Exhibit 10-T of GPU, Inc.'s Annual Report on Form 10-K for the year 1999, File No. 1-6047. C-35 GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries as amended and restated to reflect amendments through June 3, 1999 - incorporated by reference to Exhibit 10-V of GPU, Inc.'s Annual Report on Form 10-K for the year 1999, File No. 1-6047. 117 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- C-36 Form of 1999 Stock Option Agreement under the 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries - incorporated by reference to Exhibit 10-W of GPU, Inc.'s Annual Report on Form 10-K for the year 1999, File No. 1-6047. C-37 Forms of Estate Enhancement Program Agreements - incorporated by reference to Exhibit 10-JJ of GPU, Inc.'s Annual Report on Form 10-K for the year 1999, File No. 1-6047. C-38 Amended GPU System Companies Deferred Compensation Plan, dated as of August 8, 2000 - incorporated by reference to Exhibit 10-A on GPU Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047. C-39 Amended and restated Restricted Stock Plan for GPU, Inc.'s Outside Directors dated as of August 8, 2000 - incorporated by reference to Exhibit 10-M on GPU, Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047. C-40 Amended and restated Retirement Plan for Outside Directors of GPU, Inc. dated as of August 8, 2000 - incorporated by reference to Exhibit 10-N on GPU, Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047. C-41 Amended and restated Deferred Remuneration Plan for GPU, Inc.'s Outside Directors dated as of August 8, 2000 - incorporated by reference to Exhibit 10-O on GPU, Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047. C-42 Form of 2000 Stock Option Agreement under the 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries - incorporated by reference to Exhibit 10-W on GPU, Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047. C-43 Amendment to GPU, Inc. 1990 Stock Plan dated as of April 5, 2001 - incorporated by reference to Exhibit C-41 to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047. C-44 GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group Inc. Employees amended as of April 5, 2001 - incorporated by reference to Exhibit C-43 to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047. 118 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-45 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 Form 10-K, 2-1725 B1,B-1(a),B-1(b) November 1, 1935 Form 10-K, 2-2721 B-4 January 1, 1937 Form 10-K, 2-3402 B-5 September 1, 1937 Form 8-A B-6 June 13, 1939 Form 10-K, 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 Form 10-K, 2-61146 2(b)(2) April 1, 1945 Form 10-K, 2-61146 2(b)(2) September 1, 1948 Form 10-K, 2-61146 2(b)(2) May 1, 1950 Form 10-K, 2-61146 2(b)(2) January 1, 1954 Form 10-K, 2-61146 2(b)(2) May 1, 1955 Form 10-K, 2-61146 2(b)(2) August 1, 1956 Form 10-K, 2-61146 2(b)(2) March 1, 1958 Form 10-K, 2-61146 2(b)(2) April 1, 1959 Form 10-K, 2-61146 2(b)(2) June 1, 1961 Form 10-K, 2-61146 2(b)(2) September 1, 1969 Form 10-K, 2-34351 2(b)(2) May 1, 1970 Form 10-K, 2-37146 2(b)(2) September 1, 1970 Form 10-K, 2-38172 2(b)(2) June 1, 1971 Form 10-K, 2-40379 2(b)(2) August 1, 1972 Form 10-K, 2-44803 2(b)(2) September 1, 1973 Form 10-K, 2-48867 2(b)(2) May 15, 1978 Form 10-K, 2-66957 2(b)(4) February 1, 1980 Form 10-K, 2-66957 2(b)(5) April 15, 1980 Form 10-K, 2-66957 2(b)(6) June 15, 1980 Form 10-K, 2-68023 (b)(4)(b)(5) October 1, 1981 Form 10-K, 2-74059 (4)(d) October 15, 1981 Form 10-K, 2-75917 (4)(e) February 15, 1982 Form 10-K, 2-75917 (4)(e) July 1, 1982 Form 10-K, 2-89360 (4)(d) March 1, 1983 Form 10-K, 2-89360 (4)(e) March 1, 1984 Form 10-K, 2-89360 (4)(f) September 15, 1984 Form 10-K, 2-92918 (4)(d) September 27, 1984 Form 10-K, 33-2576 (4)(d) November 8, 1984 Form 10-K, 33-2576 (4)(d) December 1, 1984 Form 10-K, 33-2576 (4)(d) December 5, 1984 Form 10-K, 33-2576 (4)(e) January 30, 1985 Form 10-K, 33-2576 (4)(e) February 25, 1985 Form 10-K, 33-2576 (4)(e) 119 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- Dated as of File Reference Exhibit No. ----------- -------------- ----------- Supplemental Indentures: July 1, 1985 Form 10-K, 33-2576 (4)(e) October 1, 1985 Form 10-K, 33-2576 (4)(e) January 15, 1986 Form 10-K, 33-8791 (4)(d) May 20, 1986 Form 10-K, 33-8791 (4)(d) June 3, 1986 Form 10-K, 33-8791 (4)(e) October 1, 1986 Form 10-K, 33-29827 (4)(d) August 25, 1989 Form 10-K, 33-34663 (4)(d) February 15, 1991 Form 10-K, 33-39713 (4)(d) May 1, 1991 Form 10-K, 33-45751 (4)(d) May 15, 1991 Form 10-K, 33-45751 (4)(d) September 15, 1991 Form 10-K, 33-45751 (4)(d) April 1, 1992 Form 10-K, 33-48931 (4)(d) June 15, 1992 Form 10-K, 33-48931 (4)(d) September 15, 1992 Form 10-K, 33-48931 (4)(e) April 1, 1993 Form 10-K, 33-51139 (4)(d) June 15, 1993 Form 10-K, 33-51139 (4)(d) September 15, 1993 Form 10-K, 33-51139 (4)(d) November 15, 1993 Form 10-K, 1-2578 (4)(2) April 1, 1995 Form 10-K, 1-2578 (4)(2) May 1, 1995 Form 10-K, 1-2578 (4)(2) July 1, 1995 Form 10-K, 1-2578 (4)(2) June 1, 1997 Form 10-K, 1-2578 (4)(2) April 1, 1998 Form 10-K, 1-2578 (4)(2) June 1, 1998 Form 10-K, 1-2578 (4)(2) September 29, 1999 Form 10-K, 1-2578 (4)(2) April 1, 2000 Form 10-K, 1-2578 (4)(2)(a) April 1, 2000 Form 10-K, 1-2578 (4)(2)(b) June 1, 2001 2003 Form 10-K, 1-2578 February 1, 2003 2003 Form 10-K, 1-2578 (4)(2) March 1, 2003 2003 Form 10-K, 1-2578 (4)(2) August 1, 2003 2003 Form 10-K, 1-2578 (4)(2) C-46 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).) C-47 Indenture dated as of April 1, 2003 between OE and The Bank of New York, as Trustee, incorporated by reference to Exhibit 4-3 on FirstEnergy Annual Report on Form 10-K, for the year 2003, File No. 1-2578. C-48 Ohio Edison System Executive Supplemental Life Insurance Plan. (1995 Form 10-K, Exhibit 10-44.) 120 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibit - ------- OE -- C-49 Ohio Edison System Executive Incentive Compensation Plan. (1995 Form 10-K, Exhibit 10-45.) C-50 Ohio Edison System Restated and Amended Executive Deferred Compensation Plan. (1995 Form 10-K, Exhibit 10-46.) C-51 Ohio Edison System Restated and Amended Supplemental Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-47.) C-52 Severance pay agreement between Ohio Edison Company and W. R. Holland. (1995 Form 10-K, Exhibit 10-48.) C-53 Severance pay agreement between Ohio Edison Company and H. P. Burg. (1995 Form 10-K, Exhibit 10-49.) C-54 Severance pay agreement between Ohio Edison Company and A. J. Alexander. (1995 Form 10-K, Exhibit 10-50.) C-55 Severance pay agreement between Ohio Edison Company and J. A. Gill. (1995 Form 10K, Exhibit 10-51.) C-56 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.) C-57 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.) C-58 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.) 121 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - ------- OE -- C-59 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.) C-60 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.) C-61 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.) C-62 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.) C-63 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.) C-64 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.) C-65 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.) 122 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-66 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.) C-67 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.) C-68 (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.) C-69 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.) C-70 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.) C-71 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.) C-72 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.) C-73 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.) C-74 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.) 123 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-75 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.) C-76 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.) C-77 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.) C-78 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.) C-79 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.) C-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 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.) C-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 Perry One Alpha Limited Partnership, and Ohio Edison Company. (1986 Form 10-K, Exhibit 28-10.) C-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 Perry One Alpha Limited Partnership. (1986 Form 10-K, Exhibit 28-11.) C-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 Perry One Alpha Limited Partnership, Grantee. (1986 Form 10-K, File Exhibit 28-12.) 124 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-84 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.) C-85 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.) C-86 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.) C-87 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.) C-88 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.) C-89 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.) 125 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-90 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.) C-91 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.) C-92 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.) C-93 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.) C-94 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.) C-95 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.) C-96 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.) C-97 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.) C-98 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.) 126 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-99 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.) C-100 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.) C-101 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.) C-102 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.) C-103 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.) C-104 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.) C-105 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.) C-106 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.) C-107 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.) 127 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-108 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.) C-109 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.) C-110 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.) C-111 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.) C-112 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.) C-113 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.) C-114 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.) C-115 Guarantee Agreement entered into by Ohio Edison Company dated as of January 17, 1991. (1990 Form 10-K, Exhibit 10-64.) C-116 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.) 128 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-117 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.) C-118 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.) C-119 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.) C-120 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.) C-121 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.) C-122 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.) C-123 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.) C-124 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.) 129 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-125 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.) C-126 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.) C-127 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.) C-128 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.) C-129 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.) C-130 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.) C-131 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.) C-132 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.) 130 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-133 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.) C-134 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.) C-135 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.) C-136 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.) C-137 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.) C-138 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.) C-139 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.) C-140 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.) C-141 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.) 131 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-142 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.) C-143 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.) C-144 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.) C-145 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.) C-146 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.) C-147 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.) C-148 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.) 132 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-149 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.) C-150 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.) C-151 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.) C-152 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.) C-153 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.) C-154 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.) C-155 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.) C-156 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.) C-157 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.) 133 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-158 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.) C-159 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.) C-160 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.) C-161 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.) C-162 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.) C-163 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.) C-164 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.) C-165 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.) 134 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- OE -- C-166 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.) C-167 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.) Penn ---- C-168 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.) C-169 Supplemental Indenture dated as of September 1, 1995, between Penn and Citibank, N.A., as Trustee. (1995 Form 10-K, Exhibit 4-2.) C-170 Supplemental Indenture dated as of June 1, 1997, between Penn and Citibank, N.A., as Trustee. (1997 Form 10-K, Exhibit 4-3.) 135 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Penn ---- C-171 Supplemental Indenture dated as of June 1, 1998, between Penn and Citibank, N. A., as Trustee. (1998 Form 10-K, Exhibit 4-4.) C-172 Supplemental Indenture dated as of September 29, 1999, between Penn and Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-5.) C-173 Supplemental Indenture dated as of November 15, 1999, between Penn and Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-6.) C-174 Supplemental Indenture dated as of June 1, 2001. (2001 Form 10-K, Exhibit 4-7.) C-175 Ohio Edison System Executive Supplemental Life Insurance Plan. (1995 Form 10-K, Exhibit 10-44, File No. 1-2578, Ohio Edison Company.) C-176 Ohio Edison System Executive Incentive Compensation Plan. (1995 Form 10-K, Exhibit 10-45, File No. 1-2578, Ohio Edison Company.) C-177 Ohio Edison System Restated and Amended Executive Deferred Compensation Plan. (1995 Form 10-K, Exhibit 10-46, File No. 1-2578, Ohio Edison Company.) C-178 Ohio Edison System Restated and Amended Supplemental Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-47, File No. 1-2578, Ohio Edison Company.) C-179 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.) C-180 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.) C-181 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.) C-182 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.) ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): 136 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Penn ---- C-183 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.) CEI and TE ----------- C-184 Rights Agreement (Exhibit 4, June 25, 1996 Form 8-K, File Nos. 1-9130, 1-2323 and 1-3583). C-185 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). C-186 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). C-187 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). C-188 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). C-189 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). C-190 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). C-191 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). 137 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Penn ---- C-192 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). CEI and TE ---------- C-193 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). C-194 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). C-195 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). C-196 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). C-197 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). C-198 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). 138 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- CEI and TE ---------- C-199 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). C-200 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). C-201 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). C-202 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). C-203 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). C-204 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). C-205 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). 139 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- CEI and TE ---------- C-206 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). C-207 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). C-208 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). C-209 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). C-210 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). C-211 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). C-212 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). 140 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- CEI and TE ---------- C-213 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). C-214 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). C-215 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). C-216 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). C-217 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). C-218 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). C-219 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). C-220 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). C-221 Centerior Energy Corporation Equity Compensation Plan (Exhibit 99, Form S-8, File No. 33-59635). 141 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- CEI --- C-222 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, dated as follows: Dated as of File Reference Exhibit No. ----------- -------------- ----------- July 1, 1940 Form 10-K, 2-445 7(b) August 18, 1944 Form 10-K, 2-9887 4(c) December 1, 1947 Form 10-K, 2-7306 7(d) September 1, 1950 Form 10-K, 2-8587 7(c) June 1, 1951 Form 10-K, 2-8994 7(f) May 1, 1954 Form 10-K, 2-10830 4(d) March 1, 1958 Form 10-K, 2-13839 2(a)(4) April 1, 1959 Form 10-K, 2-14753 2(a)(4) December 20, 1967 Form 10-K, 2-30759 2(a)(4) January 15, 1969 Form 10-K, 2-30759 2(a)(5) November 1, 1969 Form 10-K, 2-35008 2(a)(4) June 1, 1970 Form 10-K, 2-37235 2(a)(4) November 15, 1970 Form 10-K, 2-38460 2(a)(4) May 1, 1974 Form 10-K, 2-50537 2(a)(4) April 15, 1975 Form 10-K, 2-52995 2(a)(4) April 16, 1975 Form 10-K, 2-53309 2(a)(4) May 28, 1975 June 5,1975 Form 8-A, 1-2323 2(c) February 1, 1976 1975 Form 10 K, 1-2323 3(d)(6) November 23, 1976 Form 10-K, 2-57375 2(a)(4) July 26, 1977 Form 10-K, 2-59401 2(a)(4) September 7, 1977 Form 10-K, 2-67221 2(a)(5) May 1, 1978 June 30,1978 Form 10-Q, 1-2323 2(b) September 1, 1979 September 30, 1979 Form 10-Q, 2(a) 1-2323 April 1, 1980 September 30, 1980 Form 10-Q, 4(a)(2) 1-2323 April 15, 1980 September 30, 1980 Form 10-Q, 4(b) 1-2323 May 28, 1980 Amendment No. 1, 2-67221 2(a)(4) June 9, 1980 September 30, 1980 Form 10-Q, 4(d) 1-2323 December 1, 1980 1980 Form 10-K, 1-2323 4(b) (29) July 28, 1981 September 30, 1981, Form 10-Q, 4(a) 1-2323 August 1, 1981 September 30, 1981, Form 10-Q, 4(b) 1-2323 March 1, 1982 Amendment No. 1, 2-76029 4(b)(3) July 15, 1982 September 30, 1982 Form 10-Q, 4(a) 1-2323 September 1, 1982 September 30, 1982 Form 10-Q, 4(a)(1) 1-2323 November 1, 1982 September 30, 1982 Form 10-Q, (a)(2) 1-2323 142 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- CEI --- Dated as of File Reference Exhibit No. ----------- -------------- ----------- November 15, 1982 1982 Form 10-K, 1-2323 4(b)(36) May 24, 1983 June 30, 1983 Form 10-Q, 1-2323 4(a) May 1, 1984 June 30, 1984 Form 10-Q, 1-2323 4 May 23, 1984 May 22,1984 Form 8-K, 1-2323 4 June 27, 1984 June 11, 1984 Form 8-K, 1-2323 4 September 4, 1984 1984 Form 10-K, 1-2323 4b(41) November 14, 1984 1984 Form 10 K, 1-2323 4b(42) November 15, 1984 1984 Form 10-K, 1-2323 4b(43) April 15, 1985 May 8, 1985 Form 8-K, 1-2323 4(a) May 28, 1985 May 8, 1985 Form 8-K, 1-2323 4(b) August 1, 1985 September 30, 1985 Form 10-Q, 4 1-2323 September 1, 1985 September 30, 1985 Form 8-K, 4 1-2323 November 1, 1985 January 31, 1986 Form 8-K, 4 1-2323 April 15, 1986 March 31, 1986 Form 10-Q, 4 1-2323 May 14, 1986 June 30, 1986 Form 10-Q, 1-2323 4(a) May 15, 1986 June 30, 1986 Form 10-Q, 1-2323 4(b) February 25, 1987 1986 Form 10-K, 1-2323 4b(52) October 15, 1987 September 30, 1987 Form 10-Q 4 1-2323 February 24, 1988 1987 Form 10-K, 1-2323 4b(54) September 15, 1988 1988 Form 10-K, 1-2323 4b(55) May 15, 1989 33-32724 4(a)(2)(i) June 13, 1989 File No. 33-32724 4(a)(2)(ii) October 15, 1989 33-32724 4(a)(2)(iii) January 1, 1990 1989 Form 10-K, 1-2323 4b(59) June 1, 1990 September 30, 1990 Form 10-Q, 4(a) 1-2323 August 1, 1990 September 30, 1990 Form 10-Q, 4(b) 1-2323 May 1, 1991 June 30, 1991 Form 10-Q, 4(a) 1-2323 May 1, 1992 33-48845 4(a)(3) July 31, 1992 33-57292 4(a)(3) January 1, 1993 1992 Form 10-K, 1-2323 4b(65) February 1, 1993 1992 Form 10-K, 1-2323 4b(66) May 20, 1993 July 14, 1993 Form 8-K, 1-2323 4(a) June 1, 1993 July 14, 1993 Form 8-K, 1-2323 4(b) September 15, 1994 September 30, 1994 Form 10-Q, 4(a) 1-2323 143 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- CEI --- Dated as of File Reference Exhibit No. ----------- -------------- ----------- May 1, 1995 September 30, 1995 Form 10-Q, 4(a) 1-2323 May 2, 1995 September 30, 1995 Form 10-Q, 4(b) 1-2323 June 1, 1995 September 30, 1995 Form 10-Q, 4(c) 1-2323 July 15, 1995 1995 Form 10-K, 1-2323 4b(73 August 1, 1995 1995 Form 10-K, 1-2323 4b(74) June 15, 1997 Form S-4, 333-35931, filed by 4(a) CEI and TE October 15, 1997 Form S-4, 333-47651, filed by 4(a) Cleveland Electric June 1, 1998 Form S-4, 333-72891 4b(77) October 1, 1998 Form S-4, 333-72891 4b(78) October 1, 1998 Form S-4, 333-72891 4b(79) February 24, 1999 Form S-4, 333-72891 4b(80) September 29, 1999 1999 Form 10-K, 1-2323 4b(81) January 15, 2000 1999 Form 10-K, 1-2323 4b(82) May 15, 2002 2002 Form 10-K, 1-2323 4b(83) October 1, 2002 2002 Form 10-K, 1-2323 4b(84) C-223 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). C-224 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). C-225 Indenture dated as of December 1, 2003 between CEI and JPMorgan Chase Bank, as Trustee, incorporated by reference to Exhibit 4-1 on FirstEnergy Annual Report on Form 10-K, for the year 2003, File No.1-2323. TE -- C-226 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). Dated as of File Reference Exhibit No. ----------- -------------- ----------- September 1, 1948 Form 10-K, 2-26908 2(d) April 1, 1949 Form 10-K, 2-26908 2(e) December 1, 1950 Form 10-K, 2-26908 2(f) March 1, 1954 Form 10-K, 2-26908 2(g) February 1, 1956 Form 10-K, 2-26908 2(h) May 1, 1958 Form 10-K, 2-59794 5(g) August 1, 1967 Form 10-K, 2-26908 2(c) 144 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- TE -- Dated as of File Reference Exhibit No. November 1, 1970 Form 10-K, 2-38569 2(c) August 1, 1972 Form 10-K, 2-44873 2(c) November 1, 1973 Form 10-K, 2-49428 2(c) October 1, 1975 Form 10-K, 2-54627 2(c) June 1, 1976 Form 10-K, 2-56396 2(c) October 1, 1978 Form 10-K, 2-62568 2(c) September 1, 1979 Form 10-K, 2-65350 2(c) September 1, 1980 Form 10-K, 2-69190 4(s) October 1, 1980 Form 10-K, 2-69190 4(c) April 1, 1981 Form 10-K, 2-71580 4(c) November 1, 1981 Form 10-K, 2-74485 4(c) June 1, 1982 Form 10-K, 2-77763 4(c) September 1, 1982 Form 10-K, 2-87323 4(x) April 1, 1983 March 31, 1983, Form 10-Q, 4(c) 1-3583 December 1, 1983 1983 Form 10-K, 1-3583 4(x) April 1, 1984 2-90059 4(c) October 15, 1984 1984 Form 10-K 4(dd) August 1, 1985 33-1689 4(ee) December 1, 1985 33-1689 4(c) March 1, 1986 1986 Form 10-K, 1-3583 4b(31) October 15, 1987 September 30, 1987 Form 10-Q, 4 1-3583 September 15, 1988 1988 Form 10-K, 1-3583 4b(33) June 15, 1989 1989 Form 10-K, 1-3583 4b(34) October 15, 1989 1989 Form 10-K, 1-3583 4b(35) May 15, 1990 June 30, 1990 Form 10-Q, 4 1-3583 March 1, 1991 June 30, 1991 Form 10-Q, 4(b) 1-3583 May 1, 1992 33-48844 4(a)(3) August 1, 1992 1992 Form 10-K, 1-3583 4b(39) October 1, 1992 1992 Form 10-K, 1-3583 4b(40) January 1, 1993 1992 Form 10-K, 1-3583 4b(41) September 15, 1994 September 30, 1994 Form 10-Q, 4(b) 1-3583 May 1, 1995 September 30, 1995 Form 10-Q, 4(d) 1-3583 June 1, 1995 September 30, 1995 Form 10-Q, 4(e) 1-3583 July 14, 1995 September 30, 1995 Form 10-Q, 4(f) 1-3583 July 15, 1995 September 30, 1995 Form 10-Q, 4(g) 1-3583 August 1, 1997 1998 Form 10-K, 1-3583 4b(47) June 1, 1998 1998 Form 10-K, 1-3583 4b(48) January 15, 2000 1999 Form 10-K, 1-3583 4b(49) May 1, 2000 2000 Form 10-K, 1-3583 4b(50) September 1, 2000 2000 Form 10-K, 1-3583 4b(51) October 1, 2002 2002 Form 10-K, 1-3583 4b(52) April 1, 2003 2003 Form 10-k, 1-3583 4b(53) 145 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- JCP&L ----- C-227 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. C-228 Ninth Supplemental Indenture, dated as of November 1, 1962 - incorporated by reference to Exhibit 2-C, Registration No. 2-20732. C-229 Tenth Supplemental Indenture, dated as of October 1, 1963 - incorporated by reference to Exhibit 2-C, Registration No. 2-21645. C-230 Eleventh Supplemental Indenture, dated as of October 1, 1964 - incorporated by reference to Exhibit 5-A-3, Registration No. 2-59785. C-231 Twelfth Supplemental Indenture, dated as of November 1, 1965 - incorporated by reference to Exhibit 5-A-4, Registration No. 2-59785. C-232 Thirteenth Supplemental Indenture, dated as of August 1, 1966 - incorporated by reference to Exhibit 4-C, Registration No. 2-25124. C-233 Fourteenth Supplemental Indenture, dated as of September 1, 1967 - incorporated by reference to Exhibit 5-A-6, Registration No. 2-59785. C-234 Fifteenth Supplemental Indenture, dated as of October 1, 1968 - incorporated by reference to Exhibit 5-A-7, Registration No. 2-59785. C-235 Sixteenth Supplemental Indenture, dated as of October 1, 1969 - incorporated by reference to Exhibit 5-A-8, Registration No. 2-59785. C-236 Seventeenth Supplemental Indenture, dated as of June 1, 1970 - incorporated by reference to Exhibit 5-A-9, Registration No. 2-59785. C-237 Eighteenth Supplemental Indenture, dated as of December 1, 1970 - incorporated by reference to Exhibit 5-A-10, Registration No. 2-59785. 146 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- JCP&L ----- C-238 Nineteenth Supplemental Indenture, dated as of February 1, 1971 - incorporated by reference to Exhibit 5-A-11, Registration No. 2-59785. C-239 Twentieth Supplemental Indenture, dated as of November 1, 1971 - incorporated by reference to Exhibit 5-A-12, Registration No. 2-59875. C-240 Twenty-first Supplemental Indenture, dated as of August 1, 1972 - incorporated by reference to Exhibit 5-A-13, Registration No. 2-59785. C-241 Twenty-second Supplemental Indenture, dated as of August 1, 1973 - incorporated by reference to Exhibit 5-A-14, Registration No. 2-59785. C-242 Twenty-third Supplemental Indenture, dated as of October 1, 1973 - incorporated by reference to Exhibit 5-A-15, Registration No. 2-59785. C-243 Twenty-fourth Supplemental Indenture, dated as of December 1, 1973 - incorporated by reference to Exhibit 5-A-16, Registration No. 2-59785. C-243 Twenty-fifth Supplemental Indenture, dated as of November 1, 1974 - incorporated by reference to Exhibit 5-A-17, Registration No. 2-59785. C-244 Twenty-sixth Supplemental Indenture, dated as of March 1, 1975 - incorporated by reference to Exhibit 5-A-18, Registration No. 2-59785. C-245 Twenty-seventh Supplemental Indenture, dated as of July 1, 1975 - incorporated by reference to Exhibit 5-A-19, Registration No. 2-59785. C-246 Twenty-eighth Supplemental Indenture, dated as of October 1, 1975 - incorporated by reference to Exhibit 5-A-20, Registration No. 2-59785. C-247 Twenty-ninth Supplemental Indenture, dated as of February 1, 1976 - incorporated by reference to Exhibit 5-A-21, Registration No. 2-59785. C-248 Supplemental Indenture No. 29A, dated as of May 31, 1976 - incorporated by reference to Exhibit 5-A-22, Registration No. 2-59785. 147 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- JCP&L ----- C-249 Thirtieth Supplemental Indenture, dated as of June 1, 1976 - incorporated by reference to Exhibit 5-A-23, Registration No. 2-59785. C-250 Thirty-first Supplemental Indenture, dated as of May 1, 1977 - incorporated by reference to Exhibit 5-A-24, Registration No. 2-59785. C-251 Thirty-second Supplemental Indenture, dated as of January 20, 1978 - incorporated by reference to Exhibit 5-A-25, Registration No. 2-60438. C-252 Thirty-third Supplemental Indenture, dated as of January 1, 1979 - incorporated by reference to Exhibit A-20(b), Certificate Pursuant to Rule 24, File No. 70-6242. C-253 Thirty-fourth Supplemental Indenture, dated as of June l, 1979 - incorporated by reference to Exhibit A-28, Certificate Pursuant to Rule 24, File No. 70-6290. C-254 Thirty-sixth Supplemental Indenture, dated as of October 1, 1979 - incorporated by reference to Exhibit A-30, Certificate Pursuant to Rule 24, File No. 70-6354. C-255 Thirty-seventh Supplemental Indenture, dated as of September 1, 1984 - incorporated by reference to Exhibit A-1(cc), Certificate Pursuant to Rule 24, File No. 70-7001. C-256 Thirty-eighth Supplemental Indenture, dated as of July 1, 1985 - incorporated by reference to Exhibit A-1(dd), Certificate Pursuant to Rule 24, File No. 70-7109. C-257 Thirty-ninth Supplemental Indenture, dated as of April 1, 1988 - incorporated by reference to Exhibit A-1(a), Certificate Pursuant to Rule 24, File No. 70-7263. C-258 Fortieth Supplemental Indenture, dated as of June 14, 1988 - incorporated by reference to Exhibit A-1(ff), Certificate Pursuant to Rule 24, File No. 70-7603. C-259 Forty-first Supplemental Indenture, dated as of April 1, 1989 - incorporated by reference to Exhibit A-1(gg), Certificate Pursuant to Rule 24, File No. 70-7603. C-260 Forty-second Supplemental Indenture, dated as of July 1, 1989 - incorporated by reference to Exhibit A-1(hh), Certificate Pursuant to Rule 24, File No. 70-7603. 148 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- JCP&L ----- C-261 Forty-third Supplemental Indenture, dated as of March 1, 1991 -incorporated by reference to Exhibit 4-A-35, Registration No. 33-45314. C-262 Forty-fourth Supplemental Indenture, dated as of March 1, 1992 - incorporated by reference to Exhibit 4-A-36, Registration No. 33-49405. C-263 Forty-fifth Supplemental Indenture, dated as of October 1, 1992 - incorporated by reference to Exhibit 4-A-37, Registration No. 33-49405. C-264 Forty-sixth Supplemental Indenture, dated as of April 1, 1993 - incorporated by reference to Exhibit C-15 to GPU, Inc.'s Annual Report on Form U5S for the year 1992, File No. 30-126. C-265 Forty-seventh Supplemental Indenture, dated as of April 10, 1993 - incorporated by reference to Exhibit C-16 to GPU, Inc.'s Annual Report on Form U5S for the year 1992, File No. 30-126. C-266 Forty-eighth Supplemental Indenture, dated as of April 15, 1993 - incorporated by reference to Exhibit C-17 to GPU, Inc.'s Annual Report on Form U5S for the year 1992, File No. 30-126. C-267 Forty-ninth Supplemental Indenture, dated as of October 1, 1993 - incorporated by reference to Exhibit C-18 to GPU, Inc.'s Annual Report on Form U5S for the year 1993, File No. 30-126. C-268 Fiftieth Supplemental Indenture, dated as of August 1, 1994 - incorporated by reference to Exhibit C-19 of GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126. C-269 Fifty-first Supplemental Indenture of JCP&L, dated August 15, 1996 - incorporated by reference to Exhibit 4-A-43 of GPU, Inc.'s Annual Report on Form 10-K for 1996, File No. 1-6047. C-270 Fifty-second Supplemental Indenture of JCP&L dated July 1, 1999 - incorporated by reference to Item 16, Exhibit 4-B-44 of Registration No. 333-88783. C-271 Fifty-third Supplemental Indenture of JCP&L dated November 1, 1999 - incorporated by reference to Exhibit 4-A-45 of JCP&L's Annual Report on Form 10-K for the year 1999, File No. 1-3141. C-272 Subordinated Debenture Indenture, dated as of May 1, 1995 - incorporated by reference to Exhibit A-8(a), Certificate Pursuant to Rule 24, File No. 70-8495. 149 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- JCP&L ----- C-273 Fifty-fourth Supplemental Indenture of JCP&L, dated November 7, 2001 - incorporated by reference to Exhibit 4-A-47 of JCP&L's Annual Report on Form 10-K for the year 2001, File No. 1-3141. C-274 Senior Note Indenture between JCP&L and United States Trust Company of New York, dated July 1, 1999 - incorporated by reference to Exhibit 4-A of Registration No. 333-78717. C-275 Incentive Compensation Plan for Elected Officers of JCP&L dated February 6, 1997 incorporated by reference to Exhibit C-74 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126. C-276 Amended and restated Deferred Remuneration Plan for Outside Directors of JCP&L effective as of August 8, 2000 - incorporated by reference to Exhibit 10-H to JCP&L's Annual Report on Form 10-K for the year 2000, File No. 1-3141. C-277 Form of Amendment, effective November 7, 2001, to Deferred Remuneration Plan for Outside Directors of JCP&L - incorporated by reference to Exhibit 10-B to JCP&L's Annual Report on Form 10-K for the year 2001, File No. 1-3141. Met-Ed ------- C-278 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. C-279 Supplemental Indenture, dated as of December 1, 1962 - incorporated by reference to Exhibit 2-E(1), Registration No. 2-59678. C-280 Supplemental Indenture, dated as of March 20, 1964 - incorporated by reference to Exhibit 2-E(2), Registration No. 2-59678. C-281 Supplemental Indenture, dated as of July 1, 1965 - incorporated by reference to Exhibit 2-E(3), Registration No. 2-59678. C-282 Supplemental Indenture, dated as of June 1, 1966 - incorporated by reference to Exhibit 2-B-4, Registration No. 2-24883. 150 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Met-Ed ------ C-283 Supplemental Indenture, dated as of March 22, 1968 - incorporated by reference to Exhibit 4-C-5, Registration No. 2-29644. C-284 Supplemental Indenture, dated as of September 1, 1968 - incorporated by reference to Exhibit 2-E(6), Registration No. 2-59678. C-285 Supplemental Indenture, dated as of August 1, 1969 - incorporated by reference to Exhibit 2-E(7), Registration No. 2-59678. C-286 Supplemental Indenture, dated as of November 1, 1971 - incorporated by reference to Exhibit 2-E(8), Registration No. 2-59678. C-287 Supplemental Indenture, dated as of May 1, 1972 - incorporated by reference to Exhibit 2-E(9), Registration No. 2-59678. C-288 Supplemental Indenture, dated as of December 1, 1973 - incorporated by reference to Exhibit 2-E(10), Registration No. 2-59678. C-289 Supplemental Indenture, dated as of October 30, 1974 - incorporated by reference to Exhibit 2-E(11), Registration No. 2-59678. C-290 Supplemental Indenture, dated as of October 31, 1974 - incorporated by reference to Exhibit 2-E(12), Registration No. 2-59678. C-291 Supplemental Indenture, dated as of March 20, 1975 - incorporated by reference to Exhibit 2-E(13), Registration No. 2-59678. C-292 Supplemental Indenture, dated as of September 25, 1975 - incorporated by reference to Exhibit 2-E(15), Registration No. 2-59678. C-293 Supplemental Indenture, dated as of January 12, 1976 - incorporated by reference to Exhibit 2-E(16), Registration No. 2-59678. C-294 Supplemental Indenture, dated as of March 1, 1976 - incorporated by reference to Exhibit 2-E(17), Registration No. 2-59678. C-295 Supplemental Indenture, dated as of September 28, 1977 - incorporated by reference to Exhibit 2-E(18), Registration No. 2-62212. 151 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Met-Ed ------ C-296 Supplemental Indenture, dated as of January 1, 1978 - incorporated by reference to Exhibit 2-E(19), Registration No. 2-62212. C-300 Supplemental Indenture, dated as of September 1, 1978 - incorporated by reference to Exhibit 4-A(19), Registration No. 33-48937. C-301 Supplemental Indenture, dated as of June 1, 1979 - incorporated by reference to Exhibit 4-A(20), Registration No. 33-48937. C-302 Supplemental Indenture, dated as of January l, 1980 - incorporated by reference to Exhibit 4-A(21), Registration No. 33-48937. C-303 Supplemental Indenture, dated as of September 1, 1981 - incorporated by reference to Exhibit 4-A(22), Registration No. 33-48937. C-304 Supplemental Indenture, dated as of September 10, 1981 - incorporated by reference to Exhibit 4-A(23), Registration No. 33-48937. C-305 Supplemental Indenture, dated as of December 1, 1982 - incorporated by reference to Exhibit 4-A(24), Registration No. 33-48937. C-306 Supplemental Indenture, dated as of September 1, 1983 - incorporated by reference to Exhibit 4-A(25), Registration No. 33-48937. C-307 Supplemental Indenture dated as of September 1, 1984 - incorporated by reference to Exhibit 4-A(26), Registration No. 33-48937. C-308 Supplemental Indenture, dated as of March 1, 1985 - incorporated by reference to Exhibit 4-A(27), Registration No. 33-48937. C-309 Supplemental Indenture, dated as of September l, 1985 - incorporated by reference to Exhibit 4-A(28), Registration No. 33-48937. C-310 Supplemental Indenture, dated as of June 1, 1988 - incorporated by reference to Exhibit 4-A(29), Registration No. 33-48937. C-311 Supplemental Indenture, dated as of April 1, 1990 - incorporated by reference to Exhibit 4-A(30), Registration No. 33-48937. 152 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Met-Ed ------ C-312 Amendment, dated as of May 22, 1990, to Supplemental Indenture (dated April 1, 1990) - incorporated by reference to Exhibit 4-A(31), Registration No. 33-48937. C-313 Supplemental Indenture, dated as of September 1, 1992 - incorporated by reference to Exhibit 4-A(32)(a), Registration No. 33-48937. C-314 Supplemental Indenture, dated as of December 1, 1993 - incorporated by reference to Exhibit C-58 to GPU, Inc.'s Annual Report on Form U5S for the year 1993, File No. 30-126. C-315 Supplemental Indenture, dated as of July 15, 1995 - incorporated by reference to Exhibit 4-B-35 to Met-Ed's Annual Report on Form 10-K for the year 1995, File No. 1-446. C-316 Supplemental Indenture, dated August 15, 1996 - incorporated by reference to Exhibit 4-B-35 to Met-Ed's Annual Report on Form 10-K for 1996, File No. 1-446. C-317 Supplemental Indenture, dated May 1, 1997 - incorporated by reference to Exhibit 4-B-36 to Met-Ed's Annual Report on Form 10-K for 1997, File No. 1-446. C-318 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, File No. 70-9329. C-319 Supplemental Indenture between Met-Ed and United States Trust Company of New York dated July 1, 1999 - incorporated by reference to Exhibit 4-B-38 of Met-Ed's Annual Report on Form 10-K for the year 1999, File No. 1-446. C-320 Senior Note Indenture between Met-Ed and United States Trust Company of New York, dated July 1, 1999. C-321 Supplemental Indenture, dated May 1, 2001 - incorporated by reference to Exhibit 4-B-41 to Met-Ed's Annual Report on Form 10-K for 2002, File No. 1-446. C-322 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. C-323 Supplemental Indenture, dated March 1, 2003 - incorporated by reference to Exhibit 4-B-42 to Met-Ed's Annual Report on Form 10-K for 2003, File No. 1-446. 153 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Penelec ------- C-324 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. 30-236 and 1-3292. C-325 Supplemental Indentures to Mortgage and Deed of Trust, dated May 1, 1961 through December1, 1977 - incorporated by reference to Exhibit 2-D(1) to 2-D(19), Registration No. 2-61502. C-326 Supplemental Indenture, dated as of June 1, 1978 - incorporated by reference to Exhibit 4-A(2), Registration No. 33-49669. C-327 Supplemental Indenture, dated as of June l, 1979 - incorporated by reference to Exhibit 4-A(3), Registration No. 33-49669. C-328 Supplemental Indenture, dated as of September 1, 1984 - incorporated by reference to Exhibit 4-A(4), Registration No. 33-49669. C-329 Supplemental Indenture, dated as of December 1, 1985 - incorporated by reference to Exhibit 4-A(5), Registration No. 33-49669. C-330 Supplemental Indenture, dated as of December 1, 1986, - incorporated by reference to Exhibit 4-A(6), Registration No. 33-49669. C-331 Supplemental Indenture, dated as of May 1, 1989 - incorporated by reference to Exhibit 4-A(7), Registration No. 33-49669. C-332 Supplemental Indenture, dated as of December 1, 1990 - incorporated by reference to Exhibit 4-A(8), Registration No. 33-45312. C-333 Supplemental Indenture, dated as of March 1, 1992 - incorporated by reference to Exhibit 4-A(9), Registration No. 33-45312. C-334 Supplemental Indenture, dated as of June 1, 1993 - incorporated by reference to Exhibit C-73 to GPU, Inc.'s Annual Report on Form U5S for the year 1993, File No. 30-126. 154 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- Penelec ------- CC-335 Supplemental Indenture, dated as of November 1, 1995 - incorporated by reference to Exhibit 4-C-11 to GPU, Inc.'s Annual Report on Form 10-K for the year 1995, File No. 1-6047. C-336 Supplemental Indenture, dated August 15, 1996 - incorporated by reference to Exhibit 4-C-12 to GPU, Inc.'s Annual Report on Form 10-K for 1996, File No. 1-6047. C-337 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 of Penelec's Annual Report on Form 10-K for the year 1999, File No. 1-3522. C-338 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, File No. 70-9327. C-339 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. C-340 Supplemental Indenture, dated May 1, 2001 - incorporated by reference to Exhibit 4-C-16 to Penelec's Annual Report on Form 10-K for the year 2001, File No. 1-3522. C-341 Supplemental Indenture No. 1, dated May 1, 2001 - incorporated by reference to Exhibit 4-C-16 to Penelec's Annual Report on Form 10-K for the year 2001, File No. 1-3522. GPU Service, Inc. ----------------- C-342 Amendment to the Severance Protection Agreement for Carole B. Snyder, dated August 8, 2000. C-343 Amendment to the Special Severance Protection Agreement for Carole B. Snyder, dated November 7, 2001. C-344 Special Severance Protection Agreement for Carole B. Snyder, dated October 13, 2001. C-345 Special Severance Protection Agreement for Leila L. Vespoli, dated October 13, 2001. 155 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Exhibits - -------- D. Tax Allocation Agreement D-1 Tax Allocation Agreement incorporated by reference to xxx E. Other Documents --------------- E-1 Venture Disclosures - Fiber Optic System Lease Agreements with Non-associated Companies. E-2 Venture Disclosures - Services to Non-Affiliated Utilities. E-3 Annual Report to the SEC on Form U-13-60 for 2003. E-4 GPU Nuclear, Inc. - Policy for the Purchase of Computers for the Nuclear Science Degree Program - incorporated by reference to Exhibit E-1 to GPU, Inc.'s Annual Report on Form U5S for the year 1989, File No. 30-126. E-5 GPU System Accounting Policy regarding Company Credit Card Agreements, dated April 20, 1993 - incorporated by reference to Exhibit E-3 to GPU, Inc.'s Annual Report on Form U5S for the year 1992, File No. 30-126. Schedules Supporting Items of This Report - ----------------------------------------- F-1 Item 6. Part III - Compensation and other related information for the Officers and Directors of FirstEnergy, OE, CEI, TE, JCP&L, Met-Ed and Penelec. F-2 Consolidating Financial Statements of Ohio Edison Company for 2003. Consolidating Financial Statements of The Cleveland Electric Illuminating Company for 2003. Consolidating Financial Statements of The Toledo Edison Company for 2003. Consolidating Financial Statements of Jersey Central Power & Light Company for 2003. Consolidating Financial Statements of JCP&L Preferred Capital, Inc. for 2003. Consolidating Financial Statements of Metropolitan Edison Company for 2003. Consolidating Financial Statements of Met-Ed Preferred Capital II, Inc. for 2003. Consolidating Financial Statements of Met-Ed Capital II LP for 2003. Consolidating Financial Statements of Pennsylvania Electric Company for 2003. Consolidating Financial Statements of Penelec Preferred Capital II, Inc. for 2003. 156 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued): Schedules Supporting Items of This Report ----------------------------------------- Consolidating Financial Statements of Penelec Capital II LP for 2003. Consolidating Financial Statements of MYR Group Inc. for 2003 - filed pursuant to request for confidential treatment. Consolidating Financial Statements of Harlan Electric Company for 2003 - field pursuant to request for confidential treatment. Consolidating Financial Statements of FirstEnergy Solutions Corp. for 2003 - filed pursuant to request for confidential treatment. Consolidating Financial Statements of MARBEL Energy Corporation for 2003 - filed pursuant to request for confidential treatment. Consolidating Financial Statements of FirstEnergy Facilities Services Group, LLC for 2003 - filed pursuant to request for confidential treatment. Consolidating Financial Statements of FirstEnergy Ventures Corp. for 2003 - filed pursuant to request for confidential treatment. F-3 Item 8. Part I - Affiliated transactions for the period of July 1, 2003 through December 31, 2003. H-1 Organizational chart showing the relationship of FirstEnergy Generation Corp. to each exempt wholesale generator (EWG) in which it holds an interest. H-2 Organizational chart showing the relationship of GPU Power, Inc. to each exempt wholesale generator (EWG) in which it holds an interest. H-3 Organizational chart showing the relationship of GPU Capital, Inc. to each foreign utility company (FUCO) in which it holds an interest. I-1 Consolidating Financial Statements of GPU Power, Inc. for 2003 - filed pursuant to request for confidential treatment. Consolidating Financial Statements of GPU Capital, Inc. for 2003 - filed pursuant to request for confidential treatment. Financial Statements of Los Amigos Leasing Company, Ltd for 2003 - field pursuant to request for confidential treatment. 157 SIGNATURE The undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. FIRSTENERGY CORP. April 30, 2004 By /s/ Harvey L. Wagner --------------------------------- Harvey L. Wagner Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) 158 EX-99 2 exh_index.txt EXHIBIT INDEX Index of Financial Statements and Exhibits to be Filed in EDGAR D-1 Tax Allocation Agreement F-1 Item 6. Part III - Compensation and other related information for the Officers and Directors of FirstEnergy, OE, CEI, TE, JCP&L, Met-Ed and Penelec. F-2 Consolidating Financial Statements of Ohio Edison Company for 2003 Consolidating Financial Statements of Cleveland Electric Illuminating Company for 2003 Consolidating Financial Statements of Toledo Edison Company for 2003 Consolidating Financial Statements of Jersey Central Power & Light Company for 2003 Consolidating Financial Statements of JCP&L Preferred Capital, Inc. for 2003 Consolidating Financial Statements of Metropolitan Edison Company for 2003. Consolidating Financial Statements of Met-Ed Preferred Capital II, Inc. for 2003 Consolidating Financial Statements of Met-Ed Capital II LP for 2003 Consolidating Financial Statements of Pennsylvania Electric Company for 2003. Consolidating Financial Statements of Penelec Preferred Capital II, Inc. for 2003 Consolidating Financial Statements of Penelec Capital II LP for 2003 F-3 Item 8. Part I - Affiliated transactions for the period of July 1, 2003 through December 31, 2003 H-1 Organizational chart showing the relationship of FirstEnergy Corp. and FirstEnergy Generation Corp., an exempt wholesale generator (EWG), in which it holds an interest. H-2 Organizational chart showing the relationship of GPU Power, Inc. to each exempt wholesale generator (EWG) in which it holds an interest. H-3 Organizational chart showing the relationship of GPU Capital, Inc. to each foreign utility company (FUCO) in which it holds an interest. EX-99 3 exh_d-1.txt EXHIBIT D-1 EXHIBIT D-1 [Execution Copy] FirstEnergy Corp. AND SUBSIDIARY COMPANIES INTERCOMPANY INCOME TAX ALLOCATION AGREEMENT WHEREAS, FirstEnergy Corp., a corporation organized under the laws of the State of Ohio ("FirstEnergy") and a registered holding company under the Public Utility Holding Company Act of 1935 ("Act"), together with its subsidiary companies, direct and indirect, listed as parties hereto, comprise the members of the FirstEnergy consolidated group which will join annually in the filing of a consolidated Federal income tax return, and it is now the intention of FirstEnergy and its subsidiaries, direct and indirect, (hereinafter collectively referred to as the "FirstEnergy Group"), to enter into an agreement for the allocation of current federal income taxes pursuant to Rule 45(c) under the Act; and WHEREAS, certain members of the FirstEnergy Group will join annually in the filing of certain consolidated state income tax returns (to the extent permitted or required under applicable state income tax laws), and it is now the intention of the FirstEnergy Group to enter into an agreement for the allocation of current state income taxes; and WHEREAS, by order dated June 30, 2003, the Securities and Exchange Commission has authorized FirstEnergy and its subsidiaries to enter into this agreement as of January 1, 2002 and to allocate consolidated income taxes in the manner herein provided; and NOW, THEREFORE, each member ("Member") of the FirstEnergy Group does hereby covenant and agree with one another that the current consolidated income tax liabilities of the FirstEnergy Group shall be allocated as follows: ARTICLE I. Definitions and Interpretation ------------------------------ Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided, the following terms shall have the following respective meanings: "Acquisition Indebtedness" means indebtedness incurred by -------------------------- FirstEnergy to finance the acquisition (including related costs) by FirstEnergy of all of the issued and outstanding stock of GPU, Inc. and any renewals or extensions thereof. Acquisition Indebtedness also includes indebtedness incurred by FirstEnergy for the purpose of refinancing the indebtedness relating to the acquisition (including related costs) of all of the issued and outstanding stock of GPU, Inc. "Code" means the Internal Revenue Code of 1986, as amended. ---- "Consolidated Group" means FirstEnergy and all of its subsidiaries ------------------ which, from time to time, may be included in any (i) federal income tax return filed by FirstEnergy in accordance with sections 1501 and 1502 of the Code or (ii) Other Return. "Consolidated Return" means any consolidated federal income tax -------------------- return or Other Return filed by FirstEnergy whether before or after the date hereof, which includes one or more Members of the FirstEnergy Group in a consolidated, combined or unitary group of which FirstEnergy is the common parent. "Consolidated Return Year" means any period during which ---------------------------- FirstEnergy files a consolidated federal income tax return or Other Return that includes one or more Members of the FirstEnergy Group in a consolidated, combined or unitary group of which FirstEnergy is a common parent. "Consolidated Taxable Income" is the taxable income of the ----------------------------- Consolidated Group as computed for federal or state income tax purposes. "Consolidated Tax Liability" means, with reference to any taxable --------------------------- period, the consolidated, combined or unitary tax liability (including any interest, additions to tax and penalties) of the Consolidated Group for such taxable period (including the consolidated federal income tax liability and other consolidated, combined or unitary liability for Other Taxes). "Corporate Taxable Income" means the income or loss of an -------------------------- associate company for a tax year computed as though such company had filed a separate return on the same basis as used in the Consolidated Return, except that dividend income from associate companies shall be disregarded, and other intercompany transactions eliminated in the Consolidated Return shall be given appropriate effect. "Designated Official" means the Director, Tax Services of --------------------- FirstEnergy Service Company or such other official assigned the responsibilities of Director, Tax Services of FirstEnergy Service Company. "Other Return" means any consolidated, combined or unitary return ------------ of Other Taxes filed by FirstEnergy or another Member of the FirstEnergy Group, whether before or after the date hereof, which covers the operations of one or more Members of the FirstEnergy Group. "Other Taxes" means any taxes (including any interest and ------------ penalties) payable by FirstEnergy or another Member of the FirstEnergy Group to the government of any state, municipal or other political subdivision, including all agencies and instrumentalities of such government. "Person" means any individual, partnership, form, corporation, ------ limited liability company, joint stock company, unincorporated association, joint venture, trust or other entity or enterprise, or any government or political subdivision or agency, department or instrumentality thereof. "Regulations" means the Treasury Regulations promulgated under the ----------- Code. "Separate Return Tax" means the tax on the Corporate Taxable --------------------- Income of a corporation which is a Member computed for purposes of this Agreement as though such company were not a Member of a consolidated group. Section 1.2 References, Etc. The words "hereof", "herein" and "hereunder" --------------- and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined herein in the singular shall have the same meanings in the plural and vice versa. All References herein to any Person includes such Person's successors and assigns. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. In this Agreement, unless a clear contrary intention appears the word "including" (and with correlative meaning "include") means "including but not limited to". ARTICLE II. Preparation and Filing of Tax Returns; Allocation of Taxes ---------------------------------------------------------- Section 2.1 Federal Returns. --------------- (a) A U.S. consolidated federal income tax return shall be prepared and filed by FirstEnergy for each taxable year in respect of which this Agreement is in effect and for which the Consolidated Group is required or permitted to file a consolidated federal income tax return. FirstEnergy and all its subsidiaries shall execute and file such consents, elections and other documents that may be required or appropriate for the proper filing of such returns. (b) (i) The Consolidated Group will elect, on a timely basis, in accordance with Code Section 1552(b) and Section 1.1552-1(c)(2) of the Regulations to allocate its consolidated tax liability (other than alternative minimum tax ("AMT") and its related credits) among its Members under the method described in Sections 1.1502-33(d)(3) and 1.1552-1(a)(2) commencing with the consolidated taxable year ended December 31, 2002. The fixed percentage to be used for purposes of Regulations section 1.1502-33(d)(3)(i) is 100%. The general effect of such method is to first allocate the consolidated tax liability among the Members of the Consolidated Group on the basis of the percentage of the total consolidated tax which the tax of such Member (other than AMT and its related credits) if computed on a separate return basis would bear to the total amount of the taxes (other than AMT and its related credits) for all Members of the group so computed. Then such method allocates an additional amount (the "Tax Benefit Amount") to each Member up to, but not greater than, the excess, if any, of its Separate Return Tax liability (other than AMT and its related credits) over the amount allocated to such Member in the previous sentence. The total of the Tax Benefit Amounts allocated to Members shall result in payments to, and an increase in the earnings and profits of, the Members who had items of deduction, loss or credits to which such Tax Benefit Amount is attributable. This election is intended to comply with Rule 45(c)(5) under the Act, as modified by Section 2(d) below. (ii) The allocation of the alternative minimum tax liability incurred by the FirstEnergy Group and the resulting minimum tax credit shall be allocated in the manner set forth in Proposed and Temporary Treasury Regulation Sections 1.1502-55. This method generally allocates (i) any AMT paid by the FirstEnergy Group based on the relative separate adjusted AMT of each Member and (ii) the minimum tax credit ("AMTC") on the basis of the AMT previously assigned to such Member and assuming that AMTC is utilized on a "first in/first out" methodology, and that to the extent that AMTC arising in one year is not fully utilized, such AMTC is utilized proportionately by the Members previously assigned AMT for that year. (c) Each Member's allocable share of the consolidated income tax liability as determined in Section 2.1(b) hereby shall be used in both (i) the determination of each Member's earnings and profits and (ii) determining the amounts to be paid (as provided in Section 3.4 of this Agreement) by Members to FirstEnergy with respect to each Member's share of the Consolidated Group's Tax liability and payments from FirstEnergy to Members with respect to the use of a Member's tax attributes. (d) (i) The aggregate of all amounts paid by Members of the Consolidated Group (the "Paying Members") as a result of the excess of each Members' Separate Return Tax liability (as determined under Section 1.1552-1(a)(2)(ii) of the Regulations) over the amount allocated to such Member as its share of the Consolidated Tax Liability under Code Section 1552 (i.e., the Tax Benefit Amount) shall be paid by FirstEnergy to the other Members (the "Loss Members") which had tax deductions, losses and credits to which such payments by the Paying Members are attributable. The apportionment of such payments among Loss Members shall be in a manner that reflects the Consolidated Group's absorption of such tax attributes in the manner described in Section 2.1(e) below. The payments to the Loss Members for their tax attributes shall be pursuant to a consistent method which reasonably reflects such items of loss or credit (such consistency and reasonableness to be determined by the Designated Official). (ii) Notwithstanding the provisions of section 2.1(d)(i), the Tax Benefit Amount allocated to FirstEnergy and paid to FirstEnergy as a result of its being a Loss Member shall be limited to its Tax Benefit Amount determined without regard to this section 2.1(b)(ii) multiplied by a fraction, the numerator of which is FirstEnergy's interest deduction attributable to Acquisition Indebtedness, and the denominator of which is the sum of all of FirstEnergy's deductions. The portion of FirstEnergy's Tax Benefit Amount which cannot be allocated and paid to FirstEnergy due to the operation of this Section shall be reallocated to Paying Members of the Consolidated Group other than FirstEnergy in accordance with the principles contained in section 2.1(b)(i). (e) In apportioning the payments to Loss Members for the Tax Benefit Amount pursuant to Section 2.1(d) hereof: (i) any consolidated net operating loss ("NOL") shall be allocated among the group Members pursuant to Regulations Section 1.1502-21(b). To the extent the consolidated NOL is carried back, any Member's individually allocable NOL shall be deemed carried back and utilized in proportion to the amount that the Member's NOL bears to the consolidated NOL. Analogous principles shall apply in the case of NOL carry forwards; (ii) with respect to each type of credit used to offset all or a portion of the Consolidated Tax Liability otherwise payable, such credit shall be allocated among the Members by crediting to each Member an amount of credit which that Member would have available to utilize on a separate return basis in a manner consistent with the method set forth in Section 2.1(e)(i) above; and (iii) the cost of any credit recapture which results in the payment of tax shall be specifically allocated to the Member whose credit is recaptured determined in a manner consistent with the provisions of Section 2.1(e)(i) above. (f) The allocation of tax shall be subject to further adjustment from time to time on account of the payment of additional tax or the receipt of a refund attributable to either the filing of an amended return or on account of the results of an audit conducted by the Internal Revenue Service or other relevant taxing authority. Section 2.2 Other Taxes. (a) FirstEnergy will prepare and file (or cause ----------- to be prepared and filed) all returns of Other Taxes which are required to be filed with respect to the operations of FirstEnergy and its subsidiaries. In the event any taxing authority requires or permits that a combined, consolidated or unitary return be filed for Other Taxes, which return includes both FirstEnergy and a subsidiary, FirstEnergy may elect to file such return and shall have the right to require any Member to be included in such return. FirstEnergy will advise each of its subsidiaries included in each Other Return and each governmental office in which any Other Return is filed. Other Taxes shall be allocated among the FirstEnergy Group in a manner that is consistent with the method set forth in Article 2 hereof. Furthermore, amounts due to FirstEnergy or from FirstEnergy, with respect to Other Taxes, shall be determined in a manner consistent with Sections 2.1(b) and 2.1(d). (b) Each Member of the FirstEnergy Group that does not file an Other Return together with any other Member of the FirstEnergy Group shall be solely responsible and obligated to pay the tax liability with respect to such return from its own funds. Such returns shall be prepared and filed by FirstEnergy or the Member filing the Other Return. (c) If any Member of the FirstEnergy Group is required to file a combined, consolidated or unitary return for Other Taxes with another Member of the FirstEnergy Group, but not with FirstEnergy (an "Other Taxes Subgroup"), then FirstEnergy shall have the rights, powers and obligations to file such tax returns and apportion among and, collect and remit from, the applicable Members such Other Taxes as the rights, powers and obligations given to FirstEnergy under this Agreement with respect to the Consolidated Tax Liability. Such returns shall be prepared and filed by FirstEnergy. If the right to file a combined, consolidated or unitary return for Other Taxes is optional, then FirstEnergy shall decide which of its subsidiaries should, to the extent permitted by law, join in filing of such return. Section 2.3 Member Tax Information. The Members of the Consolidated Group ---------------------- shall submit the tax information requested by the Designated Official of FirstEnergy in the manner and by the date requested, in order to enable the Designated Official to calculate the amounts payable by the Members pursuant to Article 3 hereof. ARTICLE III. Responsibility for Tax; Intercompany Payments --------------------------------------------- Section 3.1 Responsibility. Assuming the Members of the Consolidated -------------- Group have fulfilled their obligations pursuant to this Article III, then FirstEnergy will be solely responsible for, and will indemnify and hold each Member of the Consolidated Group harmless with respect to, the payment of: (a) the Consolidated Tax Liability for each taxable period for which, as determined under Section 2.1 hereof, FirstEnergy filed a Consolidated Return or should have been filed; and (b) any and all Other Taxes due or payable with respect to any Other Return which is filed by FirstEnergy or should have been filed. Section 3.2 Federal Tax Payments. (a) With respect to each Consolidated -------------------- Return Year, the Designated Official of FirstEnergy shall estimate and assess or pay to Members of the Consolidated Group their share of estimated tax payments to be made on a projected consolidated federal income tax return for each year. In making this determination, FirstEnergy shall elect a method for determining estimated tax and each Member shall follow that method. Such Members will pay, to FirstEnergy or be paid by FirstEnergy, such estimates not later than the 15th day of the 4th, 6th, 9th and 12th months of such Consolidated Return Year. With respect to any extension payment, the Designated Official of FirstEnergy shall estimate and assess or pay to Members of the Consolidated Group their share of such extension payment. The difference between (1) a Member's estimated tax payments used for computation of the quarterly estimated payments plus their extension payments and (2) such Member's actual Tax Liability for any Consolidated Return Year as determined under Section 2.1(b) hereof, shall be paid to FirstEnergy or by FirstEnergy within sixty days after the filing of the consolidated federal income tax return. (b) FirstEnergy shall have sole authority, to the exclusion of all other Members of the Consolidated Group, to agree to any adjustment proposed by the Internal Revenue Service or any other taxing authority with respect to items of income, deductions or credits, as well as interest or penalties, attributable to any Member of the Consolidated Group during any Consolidated Return Year in which such Member was a Member of the Consolidated Group notwithstanding that such adjustment may increase the amounts payable by Members of the Consolidated Group under this Section 3.2 or Section 3.3 hereof. In the event of any adjustment to the Consolidated Tax Liability relating to items of income, deductions or credit, as well as interest or penalties, attributable to any Member of the Consolidated Group by reason of an amended return, claim for refund or audit by the Internal Revenue Service or any other taxing authority, the liability of all other Members of the Consolidated Group under paragraphs (a) of this Section 3.2 or Section 3.3 hereof shall be redetermined to give effect to such adjustment as if such adjustment had been made as a part of the original computation of such liability, and payment from a Member to FirstEnergy or by FirstEnergy to a Member, as the case may be, shall be promptly made after any payments are made to the Internal Revenue Service or any other taxing authority, refunds received or final determination of the matter in the case of contested proceedings. In such event, any payments between the parties shall bear interest at the then prevailing rate or rates on deficiencies assessed by the Internal Revenue Service or any other relevant taxing authority, during the period from the due date of the Consolidated Return (determined without regard to extensions of time for the filing thereof) for the Consolidated Return Year to which the adjustments were made to the date of payment. Section 3.3 Other Tax Payments. Payments by a Member with respect to ------------------- Other Taxes and required estimates thereof for which any other Member has joint and several liability shall be calculated and made by or to such Member in the same manner as that provided in Section 3.2. The principles set forth in Section 3.2 governing the determination and adjustment of payments as well as the method of payment to or from such Member with respect to federal income taxes shall be equally applicable in determining and adjusting the amount of and due date of payments to be made to or from such subsidiary with respect to Other Taxes and estimates thereof. Each Member shall pay, directly to the appropriate taxing authority, all taxes for which such Member is liable and for which no other Member has joint or several liability. Section 3.4 Payment Mechanics. (a) Any payments to be made by a ------------------ subsidiary of FirstEnergy pursuant to Section 2.1, 2.2, 3.2 or 3.3 hereof shall be made by such subsidiary to FirstEnergy by either promptly crediting as an offset against amounts owed to such Member by FirstEnergy or to the extent no amounts are owed to such Member by FirstEnergy, by cash payments to FirstEnergy. To the extent any payments are to be made to a subsidiary with respect to the use of such subsidiary's tax attributes by the Consolidated Group pursuant to Section 2.1, 2.2, 3.2 or 3.3 hereof, FirstEnergy shall make such payment to such subsidiary by either promptly crediting as an offset against amounts owned by such Member to FirstEnergy, or to the extent no amounts are owed to FirstEnergy by such Member, by cash payments to the Member. (b) Tax payments by FirstEnergy with respect to any Consolidated Tax Liability shall be paid by FirstEnergy and shall be debited to the Member of the Consolidated Group for their respective shares of such Consolidated Tax Liability as determined pursuant to Article II hereof. Tax Refunds received by FirstEnergy with respect to any Consolidated Tax Liability, shall be paid by FirstEnergy to the Member of the Consolidated Group entitled to such Tax Refund, as determined. (c) FirstEnergy shall be responsible for maintaining the books and records reflecting the intercompany accounts reflecting the amounts owned, collected and paid with respect to Taxes pursuant to this Agreement. (d) FirstEnergy may delegate to other Members of the Consolidated Group responsibilities for the collection and disbursement of monies as required under this Agreement as well as responsibilities for maintaining books and records as required under this Agreement. Section 3.5 Administration. The provisions of this Agreement shall be -------------- administered by the Designated Official of FirstEnergy. The interpretations of this Agreement by the Designated Official of FirstEnergy shall be conclusive. ARTICLE IV. Miscellaneous Provisions ------------------------ Section 4.1 Effect. The provisions hereof shall fix the rights and ------ obligations of the parties as to the matters covered hereby whether or not such are followed for federal income tax or other purposes by the Consolidated Group, including the computation of earnings and profits for federal income tax purposes. Section 4.2 Effective Date and Termination of Affiliation. This Agreement --------------------------------------------- shall be effective with respect to all taxable years ending on or after January 1, 2002, in which any subsidiary of FirstEnergy is a Member of the Consolidated Group for any portion of the tax year. In the event that a party to this Agreement ceases to be a Member of the Consolidated Group, the rights and obligations of such party and each other party to this Agreement shall survive, but only with respect to taxable years including or ending before the date such party ceases to be a Member of the Consolidated Group. Section 4.3 Notices. Any and all notices, requests or other ------- communications hereunder shall be given in writing (a) if to FirstEnergy to Attention: Director, Tax Services, Facsimile Number: (330) 384-5299, and (b) if to any other person, at such other address as shall be furnished by such person by like notice to the other parties. Section 4.4 Expenses. Each party hereto shall pay its own expenses -------- incident to this Agreement and the transactions contemplated hereby, including all legal and accounting fees and disbursements. Section 4.5 Benefit and Burden. This Agreement shall inure to the benefit ------------------ of, and shall be binding upon, the parties hereto and there respective successors. Section 4.6 Amendments and Waiver. No amendment, modification, change or --------------------- cancellation of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person against whom that waiver is sought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same or any other condition, promise, agreement or understanding at a future time. Section 4.7 Assignments. Neither this Agreement nor any right, interest ----------- or obligation hereunder may be assigned by any party hereto and any attempt to do so shall be null and void. Section 4.8 Severability. The invalidity or unenforceability of any ------------ particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. Section 4.9 Entire Agreement. THIS AGREEMENT SETS FORTH ALL OF THE ----------------- PROMISES, AGREEMENTS, CONDITIONS, UNDERSTANDINGS, WARRANTIES AND REPRESENTATIONS AMONG THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND SUPERSEDES ALL PRIOR AGREEMENTS, ARRANGEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES HERETO, WHETHER WRITTEN, ORAL OR OTHERWISE. THERE ARE NO PROMISES, AGREEMENTS, CONDITIONS, UNDERSTANDINGS, WARRANTIES OR REPRESENTATIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, AMONG THE PARTIES EXCEPT AS SET FORTH HEREIN. Section 4.10 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND --------------- CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO. Section 4.11 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall constitute an original and together which shall constitute one instrument. The parties hereto specifically recognize that from time to time other corporations may become Members of the Consolidated Group and hereby agree that such new Members may become Members to this Agreement by executing a copy of this Agreement and it will be effective as if all the Members had re-signed. Section 4.12 Attorneys' Fees. If any Member or former Member hereto -------------=== commences an action against another party to enforce any of the terms, covenants, conditions or provisions of this Agreement, or because of a default by a party under this Agreement, the prevailing party in any such action shall be entitled to recover its costs, expenses and losses, including attorneys' fees, incurred in connection with the prosecution of defense of such action from the losing party. Section 4.13 No Third Party Rights. Nothing in this Agreement shall be --------------------- deemed to create any right in any creditor or other person or entity not a party hereto and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party. Section 4.14 Further Documents. The parties agree to execute any and all ----------------- documents, and to perform any and all other acts, reasonably necessary to accomplish the purposes of this Agreement. Section 4.15 Headings and Captions. The headings and captions contained --------------------- in this Agreement are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof if any question of intent should arise. Section 4.16 Departing Members ----------------- (a) In the event that any Member of the FirstEnergy Group at any time leaves the FirstEnergy Group and, under any applicable statutory provision or regulation, that Member is assigned and deemed to take with it all or a portion of any of the tax attributes of the FirstEnergy Group (including but not limited to NOL, credit carry forwards, and AMTC carry forwards), then to the extent that the amount of tax attributes so assigned differs from the amount of such attributes previously allocated to such Member under this agreement, the departing Member shall appropriately settle with the FirstEnergy Group. Such settlement shall consist of payment (1) on a dollar for dollar basis for all differences in credits, and, (2) in the case of NOL differences (or other differences related to other deductions), in a dollar amount computed by reference to the amount of NOL multiplied by the applicable tax rate relating to such NOL. The settlement payment shall be paid to FirstEnergy within sixty days after the Member leaves the FirstEnergy Group. The settlement amounts shall be allocated among the remaining Members of the FirstEnergy Group in proportion to the relative level of attributes possessed by each Member and the attributes of each Member shall be adjusted accordingly. (b) Upon the departure of any Member from the FirstEnergy Group, such Member shall allocate its items of income, deduction, loss and credit between the period that it was a Member of the FirstEnergy Group and the period thereafter based upon a closing of the books methodology allowed under Treasury Regulation Section 1.1502-76(b)(2). The difference between (1) its prior estimated taxes or payments of Tax Benefit and (2) the amount of taxes due or payments of Tax Benefit due to that Member, shall be appropriately settled on the day such Member leaves the FirstEnergy Group or on an alternative date mutually agreeable in writing to the FirstEnergy Group and the departing Member. EXECUTED as of the date and year first above written. FIRSTENERGY CORP. By:____________________________________ Richard H. Marsh Senior Vice President & Chief Financial Officer OHIO EDISON COMPANY and its subsidiaries THE CLEVELAND ELECTRIC ILLUMINATING COMPANY and its subsidiaries THE TOLEDO EDISON COMPANY and its subsidiaries AMERICAN TRANSMISSION SYSTEMS, INCORPORATED FE ACQUISITION CORP. and its subsidiaries FIRSTENERGY PROPERTIES, INC. and its subsidiaries FIRSTENERGY FACILITIES SERVICES GROUP, LLC and its subsidiaries FE HOLDINGS, LLC FELHC, INC. FIRSTENERGY SECURITIES TRANSFER COMPANY FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY SOLUTIONS CORP. and its subsidiaries FIRSTENERGY VENTURES CORP. and its subsidiaries MARBEL ENERGY CORPORATION and its subsidiaries CENTERIOR INDEMNITY TRUST CENTERIOR SERVICE COMPANY FIRSTENERGY SERVICE COMPANY JERSEY CENTRAL POWER & LIGHT COMPANY and its subsidiaries PENNSYLVANIA ELECTRIC COMPANY and its subsidiaries METROPOLITAN EDISON COMPANY and its subsidiaries GPU CAPITAL, INC. and its subsidiaries GPU ELECTRIC, INC. and its subsidiaries GPU DIVERSIFIED HOLDINGS, LLC and its subsidiaries GPU POWER, INC. and its subsidiaries GPU TELCOM SERVICES, INC. and its subsidiaries GPU NUCLEAR, INC. By:____________________________________ Harvey L. Wagner Vice President & Controller MYR GROUP, INC. and its subsidiaries By:____________________________________ William A. Koertner Senior Vice President, Chief Financial Officer & Treasurer EX-99 4 exh_f-1.txt EXHIBIT F-1 ITEM 6. OFFICERS AND DIRECTORS Exhibit F-1 PART III. The following pages consist of disclosures made in FirstEnergy Corp.'s 2004 Proxy Statement. FirstEnergy Corp. ----------------- REMUNERATION OF DIRECTORS A director who is also an employee of the Company receives no additional compensation for serving as a director. Directors who are not employees receive an annual retainer consisting of $30,000 in cash, which a director may elect to receive in common stock or to defer into either cash or stock, and $40,000 in equity in the form of common stock, which may be deferred; $1,500 for each Board and committee meeting which he/she attends; a fee of up to $1,500 for each day that he/she visits a Company office or facility, other than an office or facility at which a meeting of the Board or committee of which he/she is a member is held on such day, or attendance at an industry meeting at the request of the Company in connection with fulfilling his/her responsibilities as a director or member of a committee; and reimbursement for expenses related to attending meetings. In addition, the chair of each committee receives an additional annual retainer of $5,000, except the chair of the Audit Committee who receives an additional retainer of $15,000. The non-executive chairman of the Board receives additional compensation, above that paid to regular Board members, in the amount of $100,000 annually which may be deferred. SECURITY OWNERSHIP OF MANAGEMENT The following table shows shares of stock beneficially owned as of February 28, 2004, by each director and nominee; the executive officers named in the Summary Executive Compensation Table; and all directors and executive officers as a group. Also listed, as of February 28, are shares deferred by executive officers under the Executive Deferred Compensation Plan and common stock equivalents credited to executive officers as a result of participation in incentive compensation plans. Shares Deferred Shares Beneficially and Common Stock Name Class of Stock Owned(1) Equivalents(2) -------------- ------------ ---------------- Paul T. Addison Common 1,224 Anthony J. Alexander Common 209,633 64,737 H. Peter Burg Common 10,057 Dr. Carol A. Cartwright Common 16,100 William T. Cottle Common 1,050 Robert B. Heisler, Jr. Common 20,540 Kevin J. Keough Common 38,334 15,862 Robert L. Loughhead Common 10,280 Russell W. Maier Common 14,744 Richard H. Marsh Common 39,305 28,505 Ernest J. Novak, Jr. Common 0 John M. Pietruski Common 17,236 Robert N. Pokelwaldt Common 7,112 Paul J. Powers Common 19,108 Catherine A. Rein Common 13,764 Robert C. Savage Common 25,040 George M. Smart Common 12,240 Leila L. Vespoli Common 31,333 23,959 Jesse T. Williams, Sr. Common 9,807 Dr. Patricia K. Woolf Common 15,061 All Directors & Executive Officers as a Group Common 711,717 237,878 1 (1) Shares beneficially owned include (a) any shares with respect to which the person has a direct or indirect pecuniary interest, and (b) shares that the person has the right to acquire beneficial ownership within 60 days of February 28, 2004 (Alexander - 95,292 shares; Burg - 0 shares; Heisler - 5,110 shares; Keough - 33,298 shares; Maier - 5,110 shares; Marsh - 33,899 shares; Savage - 13,694 shares; Vespoli - 23,500 shares; and all directors and executive officers as a group - 365,476 shares). The percentage of shares beneficially owned by any director or nominee, or by all directors and executive officers as a group, does not exceed one percent of the class owned. (2) Common stock equivalents represent the cumulative number of performance and phantom shares credited to each executive officer. The value of these equivalents is measured in part by the market price of the Company's common stock. Because final payments may vary due to performance factors (see the narrative under the Long-Term Incentive Plan Table), the value of an executive's common stock equivalents may not correlate directly with the stock's market price. Performance, phantom, and deferred shares do not have voting rights or other rights associated with ownership of common stock. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table shows all persons whom the Company is aware of who may be deemed to be the beneficial owner of more than five percent of common shares of the Company as of December 31, 2003. This information is based on Securities and Exchange Commission Schedule 13G filings.
Voting Power Investment Power Shares Percent of Number of Shares Number of Shares Name and Address Beneficially Common Shares -------------------- ---------------------- of Beneficial Owner Owned Outstanding Sole Shared Sole Shares - ----------------------- ------------ ------------- --------- ------- ---------- -------- State Street Bank and Trust Company 22,976,528* 7.1% 9,404,660 12,824,072 22,835,457 141,071 225 Franklin Street, Boston, MA 02110 Capital Research 17,125,450 5.2% 0 0 17,125,450 0 and Management Company 333 S. Hope Street, Los Angeles, CA 90071
* State Street disclaims beneficial ownership of these shares. BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors (later referred to in this report as the Committee has responsibility for monitoring the executive compensation programs of the Company to determine whether they are coordinated properly and achieving their intended purpose. The Committee comprises five directors listed at the end of this report, none of whom is an employee of the Company, and each of whom qualifies as a non-employee director for the purpose of Rule 16b-3 under the Securities Exchange Act of 1934 and as an outside director for the purposes of Section 162(m) of the Internal Revenue Code. Also, as provided for in the Company's Corporate Governance Guidelines, each member qualifies as independent as defined from time to time by The New York Stock Exchange and the Securities and Exchange Commission. In 2003, the Company reviewed its compensation practices surrounding executives and directors, reviewed the Committee charter which reflects the criticality of its role in aligning executive and director pay with shareholders' interests, implemented a formal CEO evaluation process and reviewed its compensation philosophy to address the current business environment. 2 COMPENSATION PHILOSIPHY The Committee's primary objective is to establish and administer programs to attract, retain, and motivate skilled and talented executives, and to align their compensation incentives with Company and business unit performance, business strategies, and growth in shareholder value. The Company's compensation philosophy applies to all executives and reflects the following principles: o The total compensation will reflect a pay-for-performance orientation under which a significant portion of actual total compensation will reflect corporate, business unit, and individual performance; o Base salaries will be generally targeted at or near the median competitive levels in the associated peer group. Variations above or below median levels will be used to reflect the relative responsibilities of the position within FirstEnergy to facilitate internal equity. Further, base salaries will reflect the individual qualifications, experience, and sustained performance level of the individual; o Generally, the peer group used to define competitive levels of compensation will be the integrated energy services industry. In addition, consideration will be given to competitive data from general industry in circumstances where that is the relevant pool in which we compete for talent; o Incentive opportunities for executives are targeted at median competitive levels for achievement of planned corporate goals but will allow executives to achieve total compensation in the 75th percentile of the relevant peer group if both corporate and individual performance are superior; however, there will be a significant downside if corporate and/or individual performance is below standard (threshold); o The proportion of pay at risk will increase as an executive's level of responsibility increases. Incentive opportunities will be designed to align with the long-term interests of shareholders. An appropriate balance of annual, medium-term and longer-term incentives will facilitate the retention of talented executives, reward long-term strategic results and encourage stock ownership; o Short-term incentive opportunities will be based on a combination of corporate, business unit and individual goals. As an executive's level of responsibility increases, a greater percentage of the annual incentive will be based on corporate goals. Corporate goals should reflect the targeted performance objectives for the year and should be heavily weighted to financial targets; o Medium- and long-term incentive awards will reflect actual performance relative to a peer group for those measures that lend themselves to that approach; and o Consistent with this philosophy, the compensation for the Company's outside directors will generally be targeted at or near the median competitive levels for the electric utility industry. 3 Base Salary Program The salary column in the Summary Executive Compensation Table (later referred to as the Table) lists the 2003 base salary of the late Mr. Burg and the other named officers, including salary deferred into the FirstEnergy Corp. Executive Deferred Compensation Plan and/or the FirstEnergy Savings Plan. In accordance with the Company's pay philosophy, Mr. Burg received a base salary similar to that of CEOs at similar-size energy service companies. Incentive Compensation Plan Under the Executive Incentive Compensation Plan (later referred to as the Incentive Plan), Mr. Burg, at the beginning of the year, received a target short-term incentive opportunity and a target long-term incentive opportunity. For 2003, 60 percent of Mr. Burg's total target cash compensation was put at risk in the form of incentive compensation. This amounted to a target short-term incentive opportunity of $853,600 and a target performance share long-term opportunity of $746,900. The Committee approved five financial and operational objectives for Mr. Burg in 2003. These objectives related to the achievement of confidential target levels regarding earnings per share; shareholder value added; net debt reduction; overall safety performance, including nuclear safety as measured by an industry index; and customer service excellence. The financial measures received the heaviest weighting in Mr. Burg's target short-term incentive opportunity. No awards are given for performance that is below threshold. Awards for operational performance range from 50 percent of target for performance at threshold to 150 percent of target for outstanding performance. Awards for financial performance range from 50 percent of target for performance at threshold to 200 percent of target for outstanding performance. Based on the shortfall of the 2003 financial targets, Mr. Burg received no short-term incentive award. The Committee approved a long-term incentive opportunity with the payout based on the performance of the Company's common stock, both on an absolute basis and as compared to an index of peer companies, between January 1, 2003, and December 31, 2005. This award, which normally would have paid out in early 2006, matured by its terms on December 31, 2003, due to the death of Mr. Burg. Based on the Company's 2003 performance, Mr. Burg received no long-term award. Mr. Burg received a 2002 long-term opportunity with the payout based on the performance of the Company's common stock, both on an absolute basis and as compared to an index of peer companies, between January 1, 2002, and December 31, 2004. This award, which normally would have paid out in early 2005, matured by its terms on December 31, 2003, due to the death of Mr. Burg. Based on the Company's 2002 and 2003 performance, Mr. Burg received no long-term award. In accordance with the Incentive Plan in effect in 2001, Mr. Burg received an incentive opportunity with a term of three years from 2001 through 2003. Based on the level of achievement, Mr. Burg's payout under the 2001 long-term incentive program was $775,492. 4 The long-term program is described in the narrative under the Long-Term Incentive Plan Table. The Committee approved grants of non-qualified stock options to Mr. Burg and other key executives in March 2003. The details of the grants for Mr. Burg and the other named executive officers are listed in the Stock Options Granted in 2003 Table. EXECUTIVE COMPENSATION The information required with respect to FirstEnergy Corp. is included in the Executive Compensation section of FirstEnergy's Proxy Statement for the 2003 Annual Meeting of Stockholders. The following table sets forth remuneration paid, as required, to the Chief Executive Officer and the four other most highly compensated executive officers of Ohio Edison, Cleveland Electric, Toledo Edison, JCP&L, Met-Ed and Penelec for the year ended December 31, 2003. RENUMERATION OF EXECUTIVE DIRECTORS SUMMARY EXECUTIVE COMPENSATION TABLE
Long-Term Compensation ------------------------------------- Awards Payouts --------- ---------- Annual Compensation Securities Long-Term Name and ------------------- Restricted Underlying Incentive All Other Principal Position Year Salary Bonus(4) Other(1) Stock(2) Options Plan(3)(4) Compensation(5) - ------------------ ---- ------ -------- -------- ---------- ---------- ---------- --------------- H. Peter Burg(6) 2003 $1,051,142 $ 0 $ 24,264 $ 0 266,800 $ 775,492(7) $843,489 Chairman and Chief 2002 $ 989,511 $406,186 $ 15,424 $439,080 200,000 $1,386,412 $ 59,780 Executive Officer 2001 $ 821,176 $631,719 $ 16,580 $ 0 200,000 $ 496,162 $ 52,461 Anthony J. Alexander 2003 $ 702,519 $ 0 $ 34,085 $ 0 160,900 $ 371,670 $ 45,115 President and Chief 2002 $ 648,523 $124,769 $ 12,571 $274,425 120,000 $ 664,455 $ 39,921 Operating Officer (6) 2001 $ 544,537 $372,652 $ 19,688 $ 0 120,000 $ 249,092 $ 31,610 Richard H. Marsh 2003 $ 375,556 $ 0 $ 13,267 $ 0 47,500 $ 176,991 $ 53,590 Senior Vice President 2002 $ 357,129 $127,064 $ 13,731 $ 36,590 35,000 $ 316,421 $ 43,725 and Chief Financial 2001 $ 315,708 $176,128 $ 9,031 $ 0 40,000 $ 152,759 $ 27,787 Officer Leila L. Vespoli 2003 $ 352,173 $ 0 $ 13,998 $ 0 45,000 $ 151,739 $ 40,627 Senior Vice President 2002 $ 319,264 $145,226 $ 16,893 $109,770 35,000 $ 146,724 $ 34,238 and General Counsel 2001 $ 258,097 $269,228 $ 8,619 $ 0 40,000 $ 29,950 $ 22,367 Kevin J. Keough 2003 $ 357,545 $ 0 $ 16,369 $ 0 45,000 $ 151,739 $ 18,734 Senior Vice President 2002 $ 346,645 $117,465 $ 21,532 $ 0 35,000 $ 271,320 $ 12,830 of FirstEnergy 2001 $ 301,249 $137,172 $ 18,662 $ 0 40,000 $ 131,413 $ 5,102 Service Company
(1) Reimbursement for income tax obligations on perquisites. (2) Reflects the dollar value of any restricted common stock award on the date of the award, determined by multiplying the number of shares awarded by the closing market price of the Company's common stock on the award date. At December 31, 2003, the total number of all restricted stock holdings and values determined by multiplying the total number of restricted shares by the closing market price of the Company's common stock on December 31, 2003, were as follows: Burg -- 127,781 shares ($4,497,891); Alexander -- 86,995 shares ($3,062,224); Marsh -- 1,083 shares ($38,121); Vespoli -- 3,250 shares ($114,400); Keough - 0 shares. Dividends on restricted shares are reinvested into additional shares which also are restricted. Restricted shares cannot be sold by the executive during the restricted period, and these shares can be forfeited if the executive leaves the Company prior to the end of the restricted period. 5 (3) Represent payouts of long-term incentive opportunities under the Executive Incentive Compensation Plan. (4) Amounts shown in the Bonus and Long-Term Incentive Plan (later referred to as the LTIP) Payouts columns include bonus and LTIP payouts deferred under the Executive Deferred Compensation Plan (later referred to as the EDCP). Under the terms of the EDCP, an executive may defer all or a portion of his/her bonus and/or long-term incentive payment into common stock equivalents in a Stock Account at the then current FirstEnergy stock price. As an incentive to executives to increase their ownership in the Company, any amounts deferred into the Stock Account are increased by 20 percent. During the three-year period following deferral, dividend equivalents are credited to the Stock Account and are converted to additional common stock equivalents. At the end of the three-year period, the common stock equivalents are valued based on the then current FirstEnergy common stock price, and the Stock Account is paid out as stock unless the executive has elected to defer the proceeds further into a Retirement Stock Account within the EDCP. If the executive resigns or is terminated for cause during the three-year period following deferral, the 20 percent incentive amount and any appreciation on it are forfeited. The EDCP is being submitted for shareholder approval at this year's Annual Meeting. The 20 percent incentive amounts for reported 2003 Bonus or LTIP Payout deferred into Stock Accounts in 2004, which are included in the Bonus and LTIP columns above, were as follows: Burg-$0; Alexander-$-0; Marsh-$0; Vespoli-$18,208; Keough-$0. The 20 percent incentive amounts for reported 2001 and 2002 Bonus or LTIP Payout deferred into Stock Accounts, which are included in the Bonus and LTIP columns above, were as follows: Burg-2001-$47,904, 2002-$133,858; Alexander-2001-$0, 2002-$0; Marsh-2001-$16,012, 2002-$33,388; Vespoli-2001-$1,965, 2002-$8,360; Keough-2001-$12,483, 2002-$0. (5) For 2003, amount is comprised of (1) matching Company common stock contributions under the tax-qualified Savings Plan: Burg-$8,100; Alexander-$8,100; Marsh-$3,359; Vespoli-$8,100; Keough-$8,100; (2) above market interest earned under the Executive Deferred Compensation Plan: Burg-$56,295; Alexander-$36,411; Marsh-$49,900; Vespoli-$32,375; Keough-$10,460; (3) income or premiums associated with the Executive Supplemental Life Plan: Burg-$1,409; Alexander-$604; Marsh-$331; Vespoli-$152; Keough-$174; and (4) banked vacation paid after Mr. Burg's death-$777,685. (6) Mr. Burg passed away on January 13, 2004. On December 22, 2003, Mr. Alexander was named Acting Chief Executive Officer, in addition to his position of President and Chief Operating Officer, due to the medical leave of absence of Mr. Burg. On January 20, 2004, Mr. Alexander was elected President and Chief Executive Officer. (7) The payout for Mr. Burg's Long-Term Incentive Plan includes prorated 2002 and 2003 long-term incentive opportunities under the Executive Incentive Compensation Plan. 6 LONG-TERM INCENTIVE PLAN TABLE - AWARDS IN 2003
Performance or Estimated Future Payouts Under Other Period Non-Stock Price Based Plan Number of Until --------------------------------------------------- Performance Maturation Below Name Shares or Payout Threshold Threshold Target Maximum - ---- ---------- ----------- --------- --------- ------ ------- H. P. Burg 22,747 3 years $0 $373,450 $746,900 $1,120,350 A. J. Alexander 13,065 3 years $0 $214,500 $429,000 $ 643,500 R. H. Marsh 4,629 3 years $0 $ 76,000 $152,000 $ 228,000 L. L. Vespoli 4,385 3 years $0 $ 72,000 $144,000 $ 216,000 K. J. Keough 4,385 3 years $0 $ 72,000 $144,000 $ 216,000
Each executive's target long-term award was converted into the number of performance shares shown above, calculated using the average of the high and low stock prices of the common stock on the last trading day in 2002. These shares were placed into an account in the executive's name for a three-year period that will end on December 31, 2005. During this three-year performance period, an amount equal to the dividend for a share of common stock will be credited to this account for each performance share in the account on the date that the common stock dividends are paid. These dividend equivalents will be converted into additional performance shares based on the closing price of FirstEnergy common stock on that day. At the end of the three-year performance period, the executive's account will be valued based on the average of the high and low prices on the last trading day in 2005. The final account value may be adjusted upward or downward based upon the total shareholder return of FirstEnergy common stock relative to an energy services company index during this three-year period. If the total shareholder return ranking is below the 40th percentile, no long-term award will be paid. If the total shareholder return ranking is at or above the 86th percentile, the award payout will be 150 percent of the account value. Award payouts for a ranking between the 40th and 86th percentile will be interpolated between 50 and 150 percent. The final value of an executive's account, if any, will be paid to the executive in cash early in the year 2006. Executives also may elect to defer the receipt of any Long-Term Incentive Program award in accordance with the provisions of the Executive Deferred Compensation Plan. If an executive retires, dies, separates due to disability, or separates for a reason that the executive qualifies for and elects severance prior to the end of the three-year period, the value of the account will be decreased based on the number of months worked during the period. However, an executive must work at least twelve months during the three-year period to be eligible for an award payout. STOCK OPTIONS GRANTED IN 2003
Individual Grant ---------------- Number of % of Total Securities Options Grant Underlying Granted to Exercise Date Options Employees in or Base Expiration Date Present Name Granted Fiscal Year Price Date Exercisable Value (1) - ---- ---------- ------------- --------- ---------- ------------ ---------- H. P. Burg 266,800 6.71% $29.71 3/01/13 3/01/04(2) $1,358,012 A. J. Alexander 160,900 4.04% $29.71 3/01/13 3/01/04(2) $ 818,981 R. H. Marsh 47,500 1.19% $29.71 3/01/13 3/01/04(2) $ 241,775 L. L. Vespoli 45,000 1.13% $29.71 3/01/13 3/01/04(2) $ 229,050 K. J. Keough 45,000 1.13% $29.71 3/01/13 3/01/04(2) $ 229,050
7
Annual Option Black- Dividend Risk-Free Turnover Price Term Scholes (1) Grant Date Yield Rate Rate Volatility (in Years) Value (1) ---------- --------- --------- ----------- ---------- ---------- ---------- 3/03/03 5.09% 3.67% 0.59% 26.9080% 7.85 $5.0900
(2) Vests in 25 percent increments annually on March 1 starting on March 1, 2004. AGGREGATED STOCK OPTIONS EXERCISED IN 2003 AND STOCK OPTION VALUES AT DECEMBER 31, 2003
Value of Number of Securities Unexercised Underlying Unexercised In-the-Money Shares Options at Options at Acquired Value December 31, 2003 December 31, 2003 Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable - ---- ----------- -------- ------------------------- ------------------------- H. P. Burg 0 $ 0 169,715/816,800 $1,012,582/$4,713,632 A. J. Alexander 0 $ 0 65,292/490,900 $ 211,553/$2,866,441 R. H. Marsh 0 $ 0 25,149/153,750 $ 94,409/$975,263 L. L. Vespoli 0 $ 0 14,750/126,250 $ 72,083/$690,888 K. J. Keough 5,000 $ 69,650 24,548/151,250 $ 139,128/$961,538
SEVERANCE AGREEMENTS AND OTHER CONTRACTS For the executives listed in the Summary Executive Compensation Table, separate severance agreements are currently in effect with Anthony J. Alexander, Richard H. Marsh, Leila L. Vespoli, and Kevin J. Keough. These agreements provide for the payment of severance benefits if the individual's employment with FirstEnergy or its subsidiaries is terminated under specified circumstances within three years after a change in control of FirstEnergy. A change in control includes the acquisition of the beneficial ownership of 50 percent or more of the outstanding shares of common stock or other voting stock of the Company, a change in the majority of the members of the Board of Directors, or a reorganization, merger, or dissolution of the Company. The agreements are intended to ensure that the individuals are free from personal distractions in the context of a potential change in control, when the Board needs the objective assessment and advice of these executives to determine whether an offer is in the best interests of the Company and its shareholders. The principal severance benefits under each agreement include payment of the following when the individual is terminated or resigns for good reason, which generally is defined as a material change, following a change of control, inconsistent with the individual's previous job duties or compensation: o the individual's base salary and accrued benefits through the date of termination, including a pro-rata portion of the annual and all deferred long-term incentive awards earned; o 2.99 times the sum of the individual's base salary plus the average of his/her annual incentive compensation awards over the past three years; o Supplemental Executive Retirement Plan (later referred to as the SERP) benefits as follows: if the individual is less than age 55 at termination, the benefit is calculated as if he/she were age 55, offset by compensation earned from subsequent employers until age 55, at which time it then will be offset by pension benefits and, at age 62, further offset by Social Security payments; if the individual is between age 55 and 62 at termination, the benefit is calculated in accordance with the SERP and will be offset by Social Security payments beginning at age 62; if the individual is age 62 or more at termination, the benefit is calculated in accordance with the SERP; 8 o continuation of group health and life insurance, as if the individual had retired at the greater of his/her current age or age 55, and the greater of his/her current years of service or actual years of service at age 55; and o payment of legal fees and expenses as well as any excise taxes resulting from the agreement. The severance agreements have initial three-year terms and will terminate on December 31, 2005. In 2003, the Compensation Committee retained an outside consultant to review the current provisions of the severance agreements. As a result of the consultant's findings, the Compensation Committee chose not to extend the current agreements. Instead, the Compensation Committee executed new agreements with the above executives and others that are effective, in the case of Mr. Alexander on February 17, 2004 and on January 1, 2006 for the others. The principal changes relate to the retirement, health care, and life insurance benefits payable to such executives if their employment is terminated under specified circumstances within three years after a change in control of the Company. The following changes apply to all the executives named above except Mr. Keough. In regard to retirement plans, (a) three years will be added to the executive's age and service at termination, (b) pension benefits will be calculated with the enhance age and service, and (c) benefits will be paid out no earlier than an adjusted age of 55. In regard to health care, an executive will receive health care benefits on the same terms as an active employee for three years. Lastly, in regard to life insurance, an executive will receive life insurance benefits on the same terms as an active employee for three years. In the case of Mr. Keough, his benefits, where applicable, will be enhanced by two years instead of three years; and his cash severance will be two times the sum of his base salary plus his average annual incentive over the past three years. Additionally, in the case of Mr. Alexander, he is eligible for the specified severance benefits if he resigns, for any reason, during a 90-day window period commencing 18 months following a change in control. An executive would be prohibited for two years from working for or with competing entities after receiving severance benefits from this change in control agreement. EXECUTIVE RETIREMENT PLAN The FirstEnergy Supplemental Executive Retirement Plan is limited to eligible executives. At normal retirement, eligible senior executives who participated in the SERP prior to 1999 and have five or more years of service with the Company or its subsidiaries, or eligible senior executives who began participation in the SERP in 1999 or later and have ten or more years of service, are provided a retirement benefit from the SERP. This benefit is equal to the greater of 65 percent of the executive's highest annual salary, or 55 percent of the average of the executive's highest three consecutive years of salary plus annual incentive awards paid after January 1, 1996, and paid prior to retirement. The SERP benefit is reduced by the executive's pensions under tax-qualified pension plans of the Company or other employers, any supplemental pension under the Company's Executive Deferred Compensation Plan, and Social Security benefits. In some cases, the executive's tax-qualified pension and supplemental pension may exceed the SERP benefit. Subject to exceptions that might be made in specific cases, senior executives retiring prior to age 65, or with less than five years of service, or both, may receive a similar but reduced benefit. The SERP also provides for disability and surviving spouse benefits. As of the end of 2003, the estimated annual retirement benefits of the executive officers listed in the Summary Executive Compensation Table at age 65 from these sources were: Alexander-$480,523; Marsh-$262,734; Vespoli-$238,569, and Keough-$242,008. The annual retirement benefit from all the above sources that will be paid to the beneficiary of Mr. Burg is $558,055. 9 Remuneration of JCP&L Nonemployee Director - ------------------------------------------ JCP&L is the only FirstEnergy subsidiary with nonemployee directors. Nonemployee directors receive a monthly retainer of $1,250 and a fee of $1,000 for each Board meeting attended. There is no beneficial ownership of equity securities by JCP&L nonemployee directors. 10 EX-99 5 exh_f-2.txt EXHIBIT F-2 Exhibit F-2 OHIO EDISON COMPANY CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
Ohio Penn Edison Power OES OES OES ASSETS Corporate Company Capital, Inc. Finance, Inc. Nuclear, Inc. ------------- --------- ------------- ------------- ------------- UTILITY PLANT: In service $ 4,608,383 $ 808,637 $ - $ - $ 156,000 Less--Accumulated provision for depreciation (2,293,679) (324,710) - - (26,435) ----------- --------- --------- --------- --------- 2,314,704 483,927 - - 129,565 Construction work in progress 77,483 68,451 - - - ----------- --------- --------- --------- --------- 2,392,187 552,378 - - 129,565 ----------- --------- --------- --------- --------- OTHER PROPERTY AND INVESTMENTS: Investments in lease obligation bonds 11,536 - - - - Nuclear plant decommissioning trusts 242,500 133,867 - - - Letter of credit collateralization - - - 277,763 - Long-term notes receivable from associated companies 323,741 39,179 - - - Other 1,080,089 2,195 2,199 - - ----------- --------- --------- --------- --------- 1,657,866 175,241 2,199 277,763 - ----------- --------- --------- --------- --------- CURRENT ASSETS: Cash and cash equivalents 161 40 0 0 0 Receivables-- Customers 66,142 44,861 169,535 - - Associated companies 572,665 24,965 9,978 - 14,214 Other 9,529 1,047 4,943 9,866 - Notes receivable from associated companies 337,627 399 11,295 13,673 757 Material and supplies 45,895 33,918 - - - Prepayments and other 4,884 9,383 123 - - ----------- --------- --------- --------- --------- 1,036,903 114,613 195,874 23,539 14,971 ----------- --------- --------- --------- --------- DEFERRED CHARGES: Regulatory assets 1,326,804 27,513 - - - Accumulated deferred income tax benefits 1,765 17 Property taxes 59,279 - - - - Unamortized sale and leaseback costs 65,631 - - - - Other 52,385 9,634 - - - ----------- --------- --------- --------- --------- 1,504,099 37,147 1,765 17 - ----------- --------- --------- --------- --------- TOTAL ASSETS $ 6,591,055 $ 879,379 $ 199,838 $ 301,319 $ 144,536 =========== ========= ========= ========= ========= Apollo PNBV Ohio OES Tax Credit Capital Edison ASSETS Ventures, Inc. Fund IX Trust Eliminations Consolidated ------------- ---------- --------- ------------ ------------ UTILITY PLANT: In service $ - $ - $ - $ (303,978) $ 5,269,042 Less--Accumulated provision for depreciation - - - 65,925 (2,578,899) -------- -------- ---------- ----------- ----------- - - - (238,053) 2,690,143 - - Construction work in progress - - - - 145,934 -------- -------- --------- ----------- ----------- - - - (238,053) 2,836,077 -------- -------- --------- ----------- ----------- OTHER PROPERTY AND INVESTMENTS: Investments in lease obligation bonds - - 371,974 - 383,510 Nuclear plant decommissioning trusts - - - - 376,367 Letter of credit collateralization - - - - 277,763 Long-term notes receivable from associated companies - - - 145,674 508,594 Other 11,261 14,955 - (1,051,597) 59,102 -------- -------- --------- ----------- ----------- 11,261 14,955 371,974 (905,923) 1,605,336 -------- -------- --------- ----------- ----------- - - CURRENT ASSETS: Cash and cash equivalents 0 1,667 15 0 1,883 Receivables-- Customers - - - - 280,538 Associated companies - - - (184,831) 436,991 Other - 166 2,757 - 28,308 Notes receivable from associated companies 2,750 3,768 - (3,768) 366,501 Material and supplies - - - - 79,813 - - Prepayments and other - - - - 14,390 -------- -------- --------- ----------- ----------- 2,750 5,601 2,772 (188,599) 1,208,424 -------- -------- --------- ----------- ----------- DEFERRED CHARGES: Regulatory assets - - - 123,652 1,477,969 Accumulated deferred income tax benefits 552 - - (2,334) - Property taxes - - - - 59,279 Unamortized sale and leaseback costs - - - - 65,631 Other - 2,195 - - 64,214 -------- -------- --------- ----------- ----------- 552 2,195 - 121,318 1,667,093 -------- -------- -------- ----------- ----------- TOTAL ASSETS $ 14,563 $ 22,751 $ 374,746 $(1,211,257) $ 7,316,930 ======== ======== ========= =========== =========== Note: Upon adoption of FIN46, "Consolidation at Variable Interest Entities", in December 2003, the PNBV Capital Trust was consolidated into Ohio Edison. The notes to the consolidated financial statements of Ohio Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ending December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 OHIO EDISON COMPANY CONSOLIDATING BALANCE SHEET As of December 31, 2003 (In thousands $)
Ohio Penn Edison Power OES OES OES LIABILITIES AND CAPITALIZATION Corporate Company Capital, Inc. Finance, Inc. Nuclear, Inc. ----------- ------- ------------- ------------- ------------- CAPITALIZATION: Common stockholders' equity $ 2,582,970 $ 230,786 $ 24,576 $ 16,488 $ 9,519 Preferred stock not subject to mandatory redemption 60,965 39,105 - - - Preferred stock of consolidated subsidiaries-- Not subject to mandatory redemption - - - - - Long-term debt and other long-term obligations-- Preferred stock of consolidated subsidiary subject to mandatory redemption - 12,750 - - - Other 1,158,631 117,608 - 263,763 114,400 ----------- --------- --------- --------- --------- 3,802,566 400,249 24,576 280,251 123,919 ----------- --------- --------- --------- --------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock 378,315 93,474 - - - Short-term borrowings-- Associated companies 3,768 11,334 - - - Other 17,000 - 149,690 - - Accounts payable-- Associated companies 233,823 40,172 12,705 20,912 - Other 6,641 1,294 25 - - Accrued taxes 529,151 27,091 3,223 156 33 Accrued interest 14,318 4,396 - - - Other 40,514 8,444 9,619 - - ----------- --------- --------- --------- --------- 1,223,530 186,205 175,262 21,068 33 ----------- --------- --------- --------- --------- NONCURRENT LIABILITIES: Accumulated deferred income taxes 751,570 97,871 - - 20,584 Accumulated deferred investment tax credits 72,304 3,516 - - - Asset retirement obligations 188,156 129,546 Retirement benefits 277,772 54,057 - - - Other 275,157 7,935 - - - ----------- --------- --------- --------- --------- 1,564,959 292,925 - - 20,584 ----------- --------- --------- --------- --------- TOTAL LIABILITIES AND CAPITALIZATION $ 6,591,055 $ 879,379 $ 199,838 $ 301,319 $ 144,536 =========== ========= ========= ========= ========= Apollo PNBV Ohio OES Tax Credit Capital Edison LIABILITIES AND CAPITALIZATION Ventures, Inc. Fund IX Trust Eliminations Consolidated -------------- ---------- ------- ------------ ------------ CAPITALIZATION: Common stockholders' equity $ 13,615 $ 17,578 $ 22,481 $ (335,043) $ 2,582,970 Preferred stock not subject to mandatory redemption - - - (39,105) 60,965 Preferred stock of consolidated subsidiaries-- Not subject to mandatory redemption - - - 39,105 39,105 Long-term debt and other long-term obligations-- Preferred stock of consolidated subsidiary subject to mandatory redemption - - - - 12,750 Other - - 349,613 (836,976) 1,167,039 -------- -------- -------- ----------- ----------- 13,615 17,578 372,094 (1,172,019) 3,862,829 -------- -------- -------- ----------- ----------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock - - - (5,200) 466,589 Short-term borrowings-- Associated companies - - - (3,768) 11,334 Other - 4,850 - - 171,540 Accounts payable-- Associated companies 154 - 2,652 (39,156) 271,262 Other - 19 - - 7,979 Accrued taxes 691 - - - 560,345 Accrued interest - - - - 18,714 Other 103 - - - 58,680 -------- -------- -------- ----------- ----------- 948 4,869 2,652 (48,124) 1,566,443 -------- -------- -------- ----------- ----------- NONCURRENT LIABILITIES: Accumulated deferred income taxes - - - (2,334) 867,691 Accumulated deferred investment tax credits - - - - 75,820 Asset retirement obligations - - - 317,702 Retirement benefits - - - - 331,829 Other - 304 - 11,220 294,616 -------- -------- -------- ----------- ----------- - 304 - 8,886 1,887,658 -------- -------- -------- ----------- ----------- TOTAL LIABILITIES AND CAPITALIZATION $ 14,563 $ 22,751 $374,746 $(1,211,257) $ 7,316,930 ======== ======== ======== =========== =========== Note: Upon adoption of FIN46, "Consolidation at Variable Interest Entities", in December 2003, the PNBV Capital Trust was consolidated into Ohio Edison. The notes to the consolidated financial statements of Ohio Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ending December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 OHIO EDISON CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
OHIO PENN EDISON POWER OES OES OES CORPORATE CORPORATE CAPITAL INC. FINANCE, INC. NUCLEAR ----------- --------- ----------- ------------- ---------- OPERATING REVENUES $ 2,398,689 $526,867 $24,414 $ - $ 14,764 OPERATING EXPENSES AND TAXES: Fuel and purchased power 779,806 187,086 - - - Other operating costs 640,020 182,033 11,700 - - Provision for depreciation and amortization 383,878 53,806 173 - 264 General taxes 147,052 22,458 568 - - Income taxes 176,294 34,164 3,639 462 2,046 ----------- -------- ------- ------- -------- Total expenses 2,127,050 479,547 16,080 462 2,310 ----------- -------- ------- ------- -------- OPERATING INCOME 271,639 47,320 8,334 (462) 12,454 Equity in subsidiary earnings 53,007 - - - - Other income 91,859 4,645 480 21,655 13 Other income taxes (19,575) (1,795) - - - ----------- -------- ------- ------- -------- OTHER INCOME 125,291 2,850 480 21,655 13 ----------- -------- ------- ------- -------- INCOME BEFORE NET INTEREST CHARGES 396,930 50,170 8,814 21,193 12,467 NET INTEREST CHARGES: Interest on long-term debt 77,382 14,228 - - - AFUDC and capitalized interest (2,886) (3,189) - - - Other interest expense 18,891 1,298 1,959 20,442 9,464 Subsidiaries' preferred stock dividends - - - - - ----------- -------- ------- ------- -------- Net interest charges 93,387 12,337 1,959 20,442 9,464 ----------- -------- ------- ------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 303,543 37,833 6,855 751 3,003 ----------- -------- ------- ------- -------- Cumulative effect of accounting change 21,102 10,618 NET INCOME 324,645 48,451 6,855 751 3,003 PREFERRED STOCK DIVIDEND REQUIREMENTS 2,732 3,188 - - - ----------- -------- ------- ------- -------- EARNINGS ON COMMON STOCK $ 321,913 $ 45,263 $ 6,855 $ 751 $ 3,003 =========== ======== ======= ======= ======== APOLLO PNBV OES TAX CREDIT CAPITAL OHIO EDISON VENTURES, INC. FUND IX TRUST ELIMINATIONS CONSOLIDATED -------------- ---------- ------- ------------ ------------ OPERATING REVENUES $ - $ - $ - $ (38,902) $2,925,832 OPERATING EXPENSES AND TAXES: Fuel and purchased power - - - - 966,892 Other operating costs - - - (35,718) 798,035 Provision for depreciation and amortization - - - - 438,121 General taxes - - - - 170,078 Income taxes (101) 1,375 - (900) 216,979 ----- -------- --- --------- ---------- Total expenses (101) 1,375 - (36,618) 2,590,105 ----- -------- ---- --------- ---------- OPERATING INCOME 101 (1,375) - (2,284) 335,727 Equity in subsidiary earnings - - - (53,007) - Other income 845 (4,106) - (23,206) 92,185 Other income taxes (453) - - (2,371) (24,194) ----- -------- --- --------- ---------- OTHER INCOME 392 (4,106) - (78,584) 67,991 ----- -------- --- --------- ---------- INCOME BEFORE NET INTEREST CHARGES 493 (5,481) - (80,868) 403,718 NET INTEREST CHARGES: Interest on long-term debt - - - (542) 91,068 AFUDC and capitalized interest - - - - (6,075) Other interest expense (3) - - (29,982) 22,069 Subsidiaries' preferred stock dividends - - - 3,731 3,731 ----- -------- --- --------- ---------- Net interest charges (3) - - (26,793) 110,793 ----- -------- --- --------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 496 (5,481) - (54,075) 292,925 ----- -------- --- --------- ---------- Cumulative effect of accounting change 31,720 NET INCOME 496 (5,481) - (54,075) 324,645 PREFERRED STOCK DIVIDEND REQUIREMENTS - - - (3,188) 2,732 ----- -------- ---- --------- ---------- EARNINGS ON COMMON STOCK $ 496 $ (5,481) $ - $ (50,887) $ 321,913 ===== ======== ==== ========= ========== The notes to the consolidated financial statements of Ohio Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ending December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 OHIO EDISON COMPANY CONSOLIDATING STATEMENT OF RETAINED EARNINGS As of December 31, 2003 (In thousands $)
Ohio Penn Edison Power OES OES OES OES Corporate Company Capital, Inc. Finance, Inc. Nuclear, Inc. Ventures, Inc. ---------- -------- ------------ ------------- ------------- ------------- RETAINED EARNINGS: Balance - Beginning of Period $ 800,021 $ 50,916 $ 42,721 $ 1,737 $ 6,506 $ 2,118 Net Income 324,645 48,451 6,855 751 3,003 496 ---------- -------- -------- ------- ------- ------- Subtotal 1,124,666 99,367 49,576 2,488 9,509 2,614 Common Stock Dividends Declared (599,000) (42,000) (45,000) - - - Preferred Stock Dividends Declared (2,732) (3,188) - - - - Other - - - - - - ---------- -------- -------- ------- ------- ------- Balance - End of Period $ 522,934 $ 54,179 $ 4,576 $ 2,488 $ 9,509 $ 2,614 ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ (59,495) $ (9,932) $ - $ - $ - $ - Net Changes 20,802 (1,851) - - - - ---------- -------- -------- ------- ------- ------- Balance - End of Period $ (38,693) $(11,783) $ - $ - $ - $ - ========== ======== ======== ======= ======= ======= Apollo PNBV Ohio Tax Credit Capital Edison Fund IX Trust Eliminations Consolidated ---------- -------- ------------ ------------ RETAINED EARNINGS: Balance - Beginning of Period $ (7,671) $ - $ (96,327) $ 800,021 Net Income (5,481) - (54,075) 324,645 -------- --- --------- --------- Subtotal (13,152) - (150,402) 1,124,666 Common Stock Dividends Declared - - 87,000 (599,000) Preferred Stock Dividends Declared 3,188 (2,732) Other - - - - -------- --- --------- --------- Balance - End of Period $(13,152) $ - $ (60,214) $ 522,934 ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ - $ - $ 9,932 $ (59,495) Net Changes - - 1,851 20,802 -------- --- --------- --------- Balance - End of Period $ - $ - $ 11,783 $ (38,693) ======== === ========= ========= The notes to the consolidated financial statements of Ohio Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ending December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 OHIO EDISON COMPANY CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
Ohio Penn Edison Power OES OES OES Corporate Company Capital, Inc. Finance, Inc. Nuclear, Inc. --------- ------- ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 324,645 $ 48,451 $ 6,855 $ 751 $ 3,003 Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization 383,878 53,806 173 - 264 Nuclear fuel and lease amortization 28,570 15,947 - - - Undistributed subsidiary earnings 33,993 - - - - Cumulative effect of accounting change (35,959) (18,150) - - - Deferred income taxes, net (72,155) (2,816) (67) (11) 1,912 Investment tax credits, net (12,335) (2,412) - - - Receivables 175,158 16,276 31,296 (111) (89) Materials and supplies 1,571 (3,609) - - - Accounts payable 54,525 (11,163) 22,783 11,599 86 Other 115,679 32,182 (152) 2 (1) --------- -------- -------- -------- ------- Net cash provided from operating activities 997,570 128,512 60,888 12,230 5,175 --------- -------- -------- -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing-- Common stock - - - - - Long-term debt 365,000 - - - - Short-term borrowings, net - 11,334 - - - Redemptions and Repayments-- Common stock - - - - - Preferred stock - (750) - - - Long-term debt (483,551) (41,155) - - (5,200) Short-term borrowings, net (255,024) - (10,035) - - Dividend Payments-- Common stock (599,000) (42,000) (45,000) - - Preferred stock (2,732) (3,188) - - - --------- -------- -------- -------- ------- Net cash provided from (used for) financing activities (975,307) (75,759) (55,035) - (5,200) --------- -------- -------- -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Property addition (118,155) (70,864) - - - Loan payments from (to) associated companies, net 95,162 34,660 (11,294) (13,673) (757) Other (12,932) (17,731) 5,427 - - --------- -------- -------- -------- ------- Net cash provided from (used for) investing activities (35,925) (53,935) (5,867) (13,673) (757) --------- -------- -------- -------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (13,662) $ (1,182) $ (14) $ (1,443) $ (782) ========= ======== ======== ======== ======= Apollo PNBV Ohio OES Tax Credit Capital Edison Ventures, Inc. Fund IX Trust Eliminations Consolidated ------------- ---------- --------- ------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 496 $ (5,481) $ - $ (54,075) $ 324,645 Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization - - - - 438,121 Nuclear fuel and lease amortization - - - (5,200) 39,317 Undistributed subsidiary earnings - - - (33,993) - Cumulative effect of accounting change - - - - (54,109) Deferred income taxes, net (404) - - - (73,541) Investment tax credits, net - - - - (14,747) Receivables (945) 6,568 (2,757) (54,904) 170,492 Materials and supplies - - - - (2,038) Accounts payable 1,099 (2) 2,652 51,404 132,983 Other 564 845 - 1,380 150,499 ------- -------- ------- --------- ---------- Net cash provided from operating activities 810 1,930 (105) (95,388) 1,111,622 ------- -------- ------- --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing-- Common stock - - 22,481 (22,481) - Long-term debt - - 349,613 (349,613) 365,000 Short-term borrowings, net - - - (11,334) - Redemptions and Repayments-- Common stock - (189) - 189 - Preferred stock - - - - (750) Long-term debt - - - 10,400 (519,506) Short-term borrowings, net - (2,242) - 42,513 (224,788) Dividend Payments-- Common stock - - - 87,000 (599,000) Preferred stock - - - 3,188 (2,732) ------- -------- ------- --------- ---------- Net cash provided from (used for) financing activities - (2,431) 372,094 (240,138) (981,776) ------- -------- ------- --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Property addition - - - - (189,019) Loan payments from (to) associated companies, net (2,750) (3,768) - (31,179) 66,401 Other 909 3,739 (371,974) 366,705 (25,857) ------- -------- ------- --------- ---------- Net cash provided from (used for) investing activities (1,841) (29) (371,974) 335,526 (148,475) ------- -------- ------- --------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $(1,031) $ (530) $ 15 $ - $ (18,629) ======= ======== ======= ========= ========== The notes to the consolidated financial statements of Ohio Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ending December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 CLEVELAND ELECTRIC ILLUMINATING COMPANY CONSOLIDATING BALANCE SHEETS As of December 31, 2003 (In thousands $)
Cleveland Centerior CEI Shippingport Electric Cleveland Electric Funding Financing Capital Illuminating ASSETS Illuminating Corp Trust Trust Eliminations Consolidated ------------------ -------- --------- ------------ ------------ ------------ UTILITY PLANT In service $ 4,232,335 $ - $ - $ - $ - $ 4,232,335 Less--Accumulated provision for depreciation (1,857,588) - - - - (1,857,588) ----------- -------- ----- -------- --------- ----------- 2,374,747 - - - - 2,374,747 Construction work in progress 181,235 - - - - 181,235 ----------- -------- ----- -------- --------- ----------- 2,555,982 - - - - 2,555,982 ----------- --------- ------- -------- --------- ----------- OTHER PROPERTY AND INVESTMENTS: Investment in lessor notes - - - 605,915 - 605,915 Nuclear plant decommissioning trusts 313,621 - - - - 313,621 Long-term notes receivable from associated companies 107,946 - - - - 107,946 Other 450,505 - - - (426,869) 23,636 ----------- -------- ------- -------- --------- ----------- 872,072 - - 605,915 (426,869) 1,051,118 ----------- -------- ------- -------- --------- ----------- CURRENT ASSETS: Cash and cash equivalents 24,722 - - 60 - 24,782 Receivables Customers 10,313 - - - - 10,313 Associated companies 74,982 - - - (34,441) 40,541 Other 66,686 106,742 - 11,751 - 185,179 Notes receivable from associated companies 8,831 4,500 - - (12,849) 482 Material and supplies 50,616 - - - - 50,616 Prepayments and other 4,511 - - - - 4,511 ----------- -------- ------- -------- --------- ----------- 240,661 111,242 - 11,811 (47,290) 316,424 ----------- -------- ------- -------- --------- ----------- DEFERRED CHARGES: Regulatory assets 1,056,050 - - - - 1,056,050 Goodwill 1,693,629 - - - - 1,693,629 Property taxes 77,122 - - - - 77,122 Other 23,123 - - - - 23,123 ----------- -------- ------- -------- ---------- ----------- 2,849,924 - - - - 2,849,924 ----------- -------- ------- -------- --------- ----------- TOTAL ASSETS $ 6,518,639 $111,242 $ - $617,726 $(474,159) $ 6,773,448 =========== ======== ======= ======== ========= =========== Note: Upon adoption of FIN46, "Consolidation at Variable Interest Entities", in December 2003, the Shippingport Capital Trust was consolidated into Cleveland Electric Illuminating. The notes to the consolidated financial statements of Cleveland Electric Illuminating Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 CLEVELAND ELECTRIC ILLUMINATING COMPANY CONSOLIDATING BALANCE SHEETS As of December 31, 2003 (In thousands $)
Cleveland Centerior CEI Shippingport Electric CAPITALIZATION AND LIABILITIES Cleveland Electric Funding Financing Capital Illuminating Illuminating Corp Trust Trust Eliminations Consolidated ------------------ ---------- --------- ----------- ------------ ------------ CAPITALIZATION: Common stockholder's equity $ 1,778,827 $ 52,883 $ - $ 32,094 $ (84,977) $ 1,778,827 Preferred stock not subject to mandatory redemption 96,404 - - - - 96,404 Long-term debt and other long-term obligations-- Preferred stock subject to mandatory redemption 4,014 - - - - 4,014 Subordinated debentures to affiliated trusts 103,093 - - - - 103,093 Notes payable to associated companies - - - 572,829 (373,986) 198,843 Other 1,578,693 - - - - 1,578,693 ----------- -------- --- -------- --------- ----------- 3,561,031 52,883 - 604,923 (458,963) 3,759,874 ----------- -------- --- -------- --------- ----------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock 387,414 - - - - 387,414 Accounts payable-- Associated companies 241,245 34,993 - 4,018 (34,441) 245,815 Other 7,342 - - - - 7,342 Notes payable to associated companies 175,253 16,967 - 8,785 (12,849) 188,156 Accrued taxes 196,450 6,072 - - - 202,522 Accrued interest 37,872 - - - - 37,872 Lease market valuation liability 60,200 - - - - 60,200 Other 76,395 327 - - - 76,722 ----------- -------- --- -------- --------- ----------- 1,182,171 58,359 - 12,803 (47,290) 1,206,043 ----------- -------- --- -------- --------- ----------- NONCURRENT LIABILITIES: Accumulated deferred income taxes 486,048 - - - - 486,048 Accumulated deferred investment tax credits 65,996 - - - - 65,996 Asset retirement obligation 254,834 - - - - 254,834 Retirement benefits 105,101 - - - - 105,101 Lease market valuation liability 728,400 - - - - 728,400 Other 135,058 - - - 32,094 167,152 ----------- -------- --- -------- --------- ----------- 1,775,437 - - - 32,094 1,807,531 ----------- -------- --- -------- --------- ----------- TOTAL CAPITALIZATION AND LIABILITIES $ 6,518,639 $111,242 $ - $617,726 $(474,159) $ 6,773,448 =========== ======== === ======== ========= =========== Note: Upon adoption of FIN46, "Consolidation at Variable Interest Entities", in December 2003, the Shippingport Capital Trust was consolidated into Cleveland Electric Illuminating. The notes to the consolidated financial statements of Cleveland Electric Illuminating Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
hibit F-2 CLEVELAND ELECTRIC ILLUMINATING CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
Cleveland Cleveland Electric Electric Centerior CEI Financing Illuminating Illuminating Funding Corp Trust Eliminations Consolidated ------------ ------------ -------------- ------------- ------------ OPERATING REVENUES $1,709,489 $ 11,295 $ - $ - $ 1,720,784 ---------- -------- ------ -------- ------------ OPERATING EXPENSES AND TAXES: Fuel and purchased power 595,279 - - - 595,279 Other operating expenses 477,328 51 - - 477,379 Provision for depreciation and amortization 198,307 - - - 198,307 General taxes 136,434 - - - 136,434 Income taxes 58,237 - - - 58,237 ---------- -------- ------ -------- ----------- Total expenses 1,465,585 51 - - 1,465,636 ---------- ----------- ------ -------- ----------- OPERATING INCOME 243,904 11,244 - - 255,148 EQUITY IN SUBSIDIARY EARNINGS 6,452 - - (6,452) - Other Income 171,826 - 9,278 (10,271) 170,833 Other income taxes (69,724) (3,324) - - (73,048) ---------- -------- ------ -------- ----------- OTHER INCOME 108,554 (3,324) 9,278 (16,723) 97,785 ---------- -------- ------ -------- ----------- INCOME BEFORE NET INTEREST CHARGES 352,458 7,920 9,278 (16,723) 352,933 NET INTEREST CHARGES: Subsidiary's preferred stock dividends - - - 4,500 4,500 Interest on long-term debt 153,467 - - 4,500 157,967 AFUDC - Borrowed Funds (8,232) - - - (8,232) Deferred Interest Income - - - - Other Interest Expense 10,190 1,746 - (10,271) 1,665 ---------- -------- ------ -------- ----------- Net interest charges 155,425 1,746 - (1,271) 155,900 ---------- -------- ------ -------- ----------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 197,033 6,174 9,278 (15,452) 197,033 Cumulative effect of accounting change 42,378 - - - 42,378 ---------- -------- ------ -------- ----------- NET INCOME 239,411 6,174 9,278 (15,452) 239,411 PREFERRED STOCK DIVIDEND REQUIREMENTS 7,526 - 9,000 (9,000) 7,526 ---------- -------- ------ -------- ----------- EARNINGS AVAILABLE FOR COMMON $ 231,885 $ 6,174 $ 278 $ (6,452) $ 231,885 ========== ======== ====== ======== ========== The notes to the consolidated financial statements of Cleveland Electric Illuminating Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 CLEVELAND ELECTRIC ILLUMINATING COMPANY CONSOLIDATING STATEMENT OF RETAINED EARNINGS As of December 31, 2003 (In thousands $)
Centerior CEI Cleveland Electric Cleveland Electric Funding Financing Illuminating Illuminating Corp Trust Eliminations Consolidated ------------------ -------- --------- ------------ ------------------ RETAINED EARNINGS: Balance - Beginning of Period $ 262,323 $ 154 $ 12 $ (166) $262,323 Net Income 239,411 6,174 9,278 (15,452) 239,411 --------- ------ ------- -------- -------- Subtotal 501,734 6,328 9,290 (15,618) 501,734 Cash Dividends on Common Stock - (2,534) (290) 2,824 - Cash Dividends on Preferred Stock (7,429) - (9,000) 9,000 (7,429) Other (93) - - - (93) --------- ------- ------- -------- -------- Balance - End of Period $ 494,212 $ 3,794 $ - $ (3,794) $494,212 ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ (44,284) $ - $ - $ - $(44,284) Net Changes 46,937 - - - 46,937 --------- ------- ------- -------- -------- Balance - End of Period $ 2,653 $ - $ - $ - $ 2,653 ========= ======= ======= ======== ======== The notes to the consolidated financial statements of Cleveland Electric Illuminating Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 CLEVELAND ELECTRIC ILLUMINATING COMPANY CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
Cleveland Centerior CEI Shippingport Electric Cleveland Electric Funding Financing Capital Illuminating Illuminating Corp Trust Trust Eliminations Consolidated ------------------ --------- --------- ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $239,411 $ 6,174 $9,278 $ - $ (15,452) $ 239,411 Adjustments to reconcile net income to net cash from operating activities: Provision for depreciation and amortization 198,307 - - - - 198,307 Nuclear fuel and capital lease amortization 17,466 - - - - 17,466 Other amortization (16,278) - - - - (16,278) Deferred operating lease costs, net (78,214) - - - - (78,214) Deferred income taxes, net 27,139 - - - - 27,139 Amortization of investment tax credits (4,807) - - - - (4,807) Accrued retirement benefit obligations 7,630 - - - - 7,630 Accrued compensation, net (8,743) - - - - (8,743) Cumulative effect of accounting change (72,546) - - - - (72,546) Receivables (5,754) 44,138 387 (11,751) (43,359) (16,339) Materials and supplies 5,771 - - - - 5,771 Accounts payable (28,749) (47,718) - 4,018 17,591 (54,858) Accrued taxes 74,062 2,199 - - - 76,261 Accrued interest (13,895) - - - - (13,895) Prepayments and other current assets (294) - - - - (294) Other 40,902 (25) (375) - 18,322 58,824 -------- ------- ------ --------- --------- --------- Net cash provided from operating activities 381,408 4,768 9,290 (7,733) (22,898) 364,835 -------- ------- ------ --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Long-term debt 296,905 - - 572,829 (572,829) 296,905 Equity contribution from parent 300,000 (18,867) - 32,094 (13,227) 300,000 Short-term borrowings, net - - - - - - Redemptions and repayments- Preferred stock (1,093) - - - - (1,093) Long-term debt (677,097) - - - - (677,097) Short-term borrowings, net (117,830) 16,633 - 8,785 (16,800) (109,212) Dividend payments Common stock - (2,534) (290) - 2,824 - Preferred stock (7,451) - (9,000) - 9,000 (7,451) -------- ------- ------ --------- --------- --------- Net cash provided from (used for) financing activities (206,566) (4,768) (9,290) 613,708 (591,032) (197,948) -------- ------- ------ --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (134,899) - - - - (134,899) Loan payments from (to) associated companies, net (13,018) - - - 8,015 (5,003) Investment in lessor notes 44,732 - - (605,915) 605,915 44,732 Contributions to nuclear decommissioning trusts (29,024) - - - - (29,024) Other (48,293) - - - - (48,293) -------- ------- ------ --------- --------- --------- Net cash provided from (used for) investing activities (180,502) - - (605,915) 613,930 (172,487) -------- ------- -------- --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (5,660) $ - $ - $ 60 $ - $ (5,600) ======== ======= ======== ========= ========= ========= The notes to the consolidated financial statements of Cleveland Electric Illuminating Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 TOLEDO EDISON COMPANY CONSOLIDATING BALANCE SHEETS As of December 31, 2003 (In thousands $)
Toledo Toledo Edison Toledo Edison Capital Company ASSETS Company Corp Eliminations Consolidated ------------- ------- ------------ ------------- UTILITY PLANT In service $ 1,714,870 $ - $ - $1,714,870 Less--Accumulated provision for depreciation (721,754) - - (721,754) ----------- -------- --------- ---------- 993,116 - - 993,116 Construction work in progress 145,240 - - 145,240 ----------- -------- --------- ---------- 1,138,356 - - 1,138,356 ----------- -------- --------- ---------- OTHER PROPERTY AND INVESTMENTS: Investment in lessor notes 222,731 2,096 (23,889) 200,938 Nuclear plant decommissioning trusts 240,634 - - 240,634 Long-term notes receivable from associated companies 163,626 - - 163,626 Other 2,119 - - 2,119 ----------- -------- --------- ---------- 629,110 2,096 (23,889) 607,317 ----------- -------- --------- ---------- CURRENT ASSETS: Cash and cash equivalents 2,237 - - 2,237 Receivables Customers 4,083 - - 4,083 Associated companies 29,158 - - 29,158 Other 14,386 - - 14,386 Notes receivable from associated companies 17,512 25,267 (23,463) 19,316 Material and supplies 35,147 - - 35,147 Prepayments and other 6,704 - - 6,704 ----------- -------- --------- ---------- 109,227 25,267 (23,463) 111,031 ----------- -------- --------- ---------- DEFERRED CHARGES: Regulatory assets 459,040 - - 459,040 Goodwill 504,522 - - 504,522 Property taxes 24,443 - - 24,443 Other 10,689 - - 10,689 ----------- -------- --------- ---------- 998,694 - - 998,694 ----------- -------- --------- ---------- TOTAL ASSETS $ 2,875,387 $ 27,363 $ (47,352) $2,855,398 =========== ======== ========= ========== The notes to the consolidated financial statements of Toledo Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 TOLEDO EDISON COMPANY CONSOLIDATING BALANCE SHEETS As of December 31, 2003 (In thousands $)
Toledo Toledo Edison Toledo Edison Capital Company LIABILITIES AND CAPITALIZATION Company Corp Eliminations Consolidated ------------- ---------- ------------ ------------- CAPITALIZATION: Common stockholders' equity $ 749,521 $ 26,543 $ (26,543) $ 749,521 Preferred stock not subject to mandatory redemption 126,000 - - 126,000 Long-term debt 270,072 - - 270,072 ---------- -------- --------- ---------- 1,145,593 26,543 (26,543) 1,145,593 ---------- -------- --------- ---------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock 283,650 - - 283,650 Short-term borrowings 70,000 - - 70,000 Accounts payable Associated companies 132,850 26 - 132,876 Other 2,816 - - 2,816 Notes payable to associated companies 309,416 - (23,463) 285,953 Accrued taxes 55,349 255 - 55,604 Accrued interest 12,412 - - 12,412 Lease market valuation liability 24,600 24,600 Other 37,270 - 29 37,299 ---------- -------- --------- ---------- 928,363 281 (23,434) 905,210 ---------- -------- --------- ---------- NONCURRENT LIABILITIES: Accumulated deferred income taxes 201,954 - - 201,954 Accumulated deferred investment tax credits 27,200 - - 27,200 Asset retirement obligation 181,839 - - 181,839 Nuclear plant decommissioning costs - - - - Other postretirement benefits 47,006 - - 47,006 Lease market valuation liability 292,600 - - 292,600 Other 53,457 539 - 53,996 ---------- -------- --------- ---------- 804,056 539 - 804,595 ---------- -------- --------- ---------- TOTAL LIABILITIES AND CAPITALIZATION $2,878,012 $ 27,363 $ (49,977) $2,855,398 ========== ======== ========= ========== The notes to the consolidated financial statements of Toledo Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 TOLEDO EDISON CONSOLIDATING INCOME STATEMENT For the Year Ended December 31, 2003 (In thousands $)
TOLEDO TOLEDO TOLEDO EDISON EDISON EDISON CAPITAL CORP. ELIMINATIONS CONSOLIDATED --------- ------------- ------------ ------------ OPERATING REVENUES $ 932,847 $ - $ - $ 932,847 OPERATING EXPENSES AND TAXES: Fuel and purchased power 334,409 - - 334,409 Other operating expenses 382,133 - - 382,133 Provision for depreciation and amortization 140,614 - - 140,614 General taxes 50,742 - - 50,742 Income taxes (9,070) (4) (9,074) --------- ------ ------- --------- Total expenses 898,828 (4) - 898,824 --------- ------ ------- --------- OPERATING INCOME 34,019 4 - 34,023 EQUITY IN SUBSIDIARY EARNINGS 121 - (121) - Other Income 36,545 130 (13) 36,662 Other income taxes (14,467) - - (14,467) --------- ------ ------- --------- OTHER INCOME 22,199 130 (134) 22,195 --------- ------ ------- --------- INCOME BEFORE NET INTEREST CHARGES 56,218 134 (134) 56,218 NET INTEREST CHARGES: Interest on long-term debt 38,874 - - 38,874 AFUDC - Borrowed Funds (5,838) - - (5,838) Other interest expense 3,252 - - 3,252 --------- ------ ------- --------- Net interest charges 36,288 - - 36,288 --------- ------ ------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 19,930 134 (134) 19,930 --------- ------ ------- --------- Cumulative effect of accounting change 25,550 - - 25,550 --------- ------ ------- --------- NET INCOME 45,480 134 (134) 45,480 --------- ------ ------- --------- PREFERRED STOCK DIVIDEND REQUIREMENTS 8,838 - - 8,838 --------- ------ ------- --------- EARNINGS AVAILABLE FOR COMMON $ 36,642 $ 134 $ (134) $ 36,642 ========= ====== ======= ========= The notes to the consolidated financial statements of Toledo Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 TOLEDO EDISON CONSOLIDATING STATEMENT OF RETAINED EARNINGS For the Year Ended December 31, 2003 (In thousands $)
Toledo Edison Toledo Edison Capital Toledo Edison Corporation Corporation Eliminations Consolidated ------------- ------------- ------------ ------------- Balance - Beginning of Period $ 76,978 $ 160 $ (160) $ 76,978 3 Net Income 45,480 134 (134) 45,480 --------- ------- ------ -------- Subtotal 122,458 294 (294) 122,458 Common Stock Dividends Declared - - - - Preferred Stock Dividends Declared (8,838) - - (8,838) Other - - - - --------- ------- ------- -------- Balance - End of Period $ 113,620 $ 294 $ (294) $113,620 ========= ======= ====== ======== ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance - Beginning of Period $ (20,012) $ - $ - $(20,012) Net Changes 31,684 - - 31,684 --------- ------- ------ -------- Balance - End of Period $ 11,672 $ - $ - $ 11,672 ========= ======= ====== ======== The notes to the consolidated financial statements of Toledo Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 TOLEDO EDISON COMPANY CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2003 (In thousands $)
Toledo Toledo Edison Toledo Edison Capital Edison Corporate Corp. Eliminations Consolidated -------- ------------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 45,480 $ 134 $ (134) $ 45,480 Adjustments to reconcile net income to net cash from operating activities-- Provision for depreciation and amortization 140,613 0 0 140,613 Nuclear fuel and lease amortization 9,289 0 0 9,289 Deferred operating lease costs, net (37,001) 0 0 (37,001) Undistributed subsidiary earnings 0 257 (257) 0 Deferred income taxes, net 5,619 0 0 5,619 Amortization of investment tax credits, net (2,056) 0 0 (2,056) Accrued retirement benefit obligation 6,205 0 0 6,205 Accrued compensation, net (5,365) 0 0 (5,365) Cumulative effect of accounting change (43,751) 0 0 (43,751) Receivables 19,081 26 0 19,107 Materials and supplies 1,481 0 0 1,481 Accounts payable (53,791) 26 0 (53,765) Accrued taxes 20,959 (31) 0 20,928 Accrued interest (3,965) 0 0 (3,965) Prepayments & other current assets (3,249) 0 0 (3,249) Other (1,402) 0 4 (1,398) --------- ----- ------ --------- Net cash provided from operating activities 98,147 412 (387) 98,172 --------- ----- ------ --------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing-- Short-term borrowings, net 206,300 0 0 206,300 Redemptions and Repayments-- Long-term debt (190,794) 0 0 (190,794) Dividend Payments-- Preferred stock (8,844) 0 0 (8,844) --------- ----- ------ --------- Net cash provided from (used for) financing activities 6,662 0 0 6,662 --------- ----- ------ --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property addition (84,924) 0 0 (84,924) Loan payments from (to) associated companies, net (18,791) (35) 0 (18,826) Investment in lessor notes 40,025 0 0 40,025 Contributions to nuclear decommissioning trusts (28,541) 0 0 (28,541) Other (31,019) (387) 387 (31,019) --------- ----- ------ --------- Net cash provided from (used for) investing activities (123,250) (422) 387 (123,285) --------- ----- ------ --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (18,441) $ (10) $ - $ (18,451) ========= ===== ====== ========== The notes to the consolidated financial statements of Toledo Edison Company, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Jersey Central Power and Light Company Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
JCP&L JCP&L Preferred Jersey Central Power Transition Capital, Inc. & Light Company Funding LLC Consolidated -------------------- ----------- --------------- ASSETS UTILITY PLANT: In Service $ 3,642,467 $ - $ - Less - Total Accum Provision For Depreciation 1,367,042 ----------- --------- ------- Net Utility Plant excluding Construction Work In Progress 2,275,425 - - Construction Work In Progress 48,985 ------------ --------- ------- Net Utility Plant 2,324,410 - - ----------- --------- ------- OTHER PROPERTY & INVESTMENTS: Nuclear Plant Decommissioning Trust 125,945 Nuclear Fuel Disposal Trust 155,774 Long-term Notes Receivable from Associated Company 19,579 Investments in Subsidiaries 1,625 Other 18,744 - ----------- --------- ------- Total Other Property & Investments 321,667 - - ----------- --------- ------- CURRENT ASSETS: Cash and Cash Equivalents 270 1 - Receivables: Customers 198,061 Associated Companies 127,863 60,299 4,281 Other 46,411 - Material and Supplies, at average cost 2,480 Prepayments and Other 42,116 7,244 ----------- --------- ------- Total Current Assets 417,201 67,544 4,281 ----------- --------- ------- DEFERRED CHARGES: Goodwill 2,001,302 Regulatory Assets 2,271,586 Accumulated Deferred Income Taxes 318,368 - Other 8,646 286,628 ----------- --------- ------- Total Deferred Charges 4,599,902 286,628 - ----------- --------- ------- TOTAL ASSETS $ 7,663,180 $ 354,172 $ 4,281 =========== ========= ======= Eliminations Jersey Central Power and & Light Company Adjustments Consolidated ------------ ------------------- ASSETS UTILITY PLANT: In Service $ - $3,642,467 Less - Total Accum Provision For Depreciation 1,367,042 ---------- ---------- Net Utility Plant excluding Construction Work In Progress - 2,275,425 Construction Work In Progress 48,985 ---------- ---------- Net Utility Plant - 2,324,410 ---------- ---------- OTHER PROPERTY & INVESTMENTS: Nuclear Plant Decommissioning Trust 125,945 Nuclear Fuel Disposal Trust 155,774 Long-term Notes Receivable from Associated Company 19,579 Investments in Subsidiaries (1,625) - Other 18,744 ---------- ---------- Total Other Property & Investments (1,625) 320,042 ---------- ---------- CURRENT ASSETS: Cash and Cash Equivalents - 271 Receivables: Customers 198,061 Associated Companies (122,431) 70,012 Other - 46,411 Material and Supplies, at average cost 2,480 Prepayments and Other 49,360 ---------- ---------- Total Current Assets (122,431) 366,595 ---------- ---------- DEFERRED CHARGES: Goodwill 2,001,302 Regulatory Assets 286,628 2,558,214 Accumulated Deferred Income Taxes (318,368) - Other (286,793) 8,481 ---------- ---------- Total Deferred Charges (318,533) 4,567,997 ---------- ---------- TOTAL ASSETS $ (442,589) $7,579,044 ========== ========== The notes to the consolidated financial statements of JCP&L and JCP&L Transition Funding LLC, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Jersey Central Power and Light Company Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
JCP&L JCP&L Preferred Jersey Central Power Transition Capital, Inc. & Light Company Funding LLC Consolidated -------------------- ----------- --------------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock $ 153,713 $ - $ - Other Paid-In Capital 3,029,894 1,601 - Accumulated Other Comprehensive Income/(Loss) (51,765) Retained Earnings 22,132 15 - ----------- -------- ------- Total Common Stockholder's Equity 3,153,974 1,616 - ----------- -------- ------- Preferred stock not subject to mandatory redemption 12,649 - Long-Term Debt and Other Long-Term Obligations 815,379 280,777 ----------- -------- ------- Total Capitalization 3,982,002 282,393 - ----------- -------- ------- CURRENT LIABILITIES: Currently Payable Long-Term Debt 160,332 15,589 Accounts Payable: Associated Companies 105,881 54,802 4,158 Other 105,815 Notes payable to associated companies 230,985 Accrued Taxes 791 3 125 Accrued Interest 13,460 1,385 (2) Other 58,103 ----------- -------- ------- Total Current Liabilities 675,367 71,779 4,281 ----------- -------- ------- NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes 958,576 - Accumulated Deferred Investment Tax Credits 7,711 - Power Purchase Contract Loss Liability 1,473,070 Nuclear Fuel Disposal Costs 167,936 Asset Retirement Obligation 109,851 Retirement Benefits 159,219 Other 129,448 ----------- -------- ------- Total Noncurrent Liabilities 3,005,811 - - ----------- -------- ------- ----------- -------- ------- Total Capitalization & Liabilities $ 7,663,180 $354,172 $ 4,281 =========== ======== ======= Eliminations Jersey Central Power and & Light Company Adjustments Consolidated ------------ -------------------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock $ - $ 153,713 Other Paid-In Capital (1,601) 3,029,894 Accumulated Other Comprehensive Income/(Loss) (51,765) Retained Earnings (15) 22,132 ---------- ----------- Total Common Stockholder's Equity (1,616) 3,153,974 ---------- ----------- Preferred stock not subject to mandatory redemption - 12,649 Long-Term Debt and Other Long-Term Obligations (165) 1,095,991 ---------- ----------- Total Capitalization (1,781) 4,262,614 ---------- ----------- CURRENT LIABILITIES: Currently Payable Long-Term Debt 175,921 Accounts Payable: Associated Companies (122,431) 42,410 Other - 105,815 Notes payable to associated companies 230,985 Accrued Taxes 919 Accrued Interest - 14,843 Other (9) 58,094 ---------- ----------- Total Current Liabilities (122,440) 628,987 ---------- ----------- NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes (318,368) 640,208 Accumulated Deferred Investment Tax Credits 7,711 Power Purchase Contract Loss Liability 1,473,070 Nuclear Fuel Disposal Costs 167,936 Asset Retirement Obligation 109,851 Retirement Benefits 159,219 Other 129,448 ---------- ----------- Total Noncurrent Liabilities (318,368) 2,687,443 ---------- ----------- ---------- ----------- Total Capitalization & Liabilities $ (442,589) $ 7,579,044 ========== =========== The notes to the consolidated financial statements of JCP&L and JCP&L Transition Funding LLC, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Jersey Central Power & Light Company Consolidating Statement of Income For the Year Ended December 31, 2003 (In Thousands)
JCP&L JCP&L Preferred Eliminations Jersey Central Power Jersey Central Power Transition Capital, Inc. and & Light Company & Light Company Funding LLC Consolidated Adjustments Consolidated -------------------- ----------- --------------- ------------ ------------------- OPERATING REVENUES $ 2,327,504 $ 36,848 $ - $ (149) $ 2,364,203 OPERATING EXPENSES AND TAXES: Purchased Power 1,504,707 (149) 1,504,558 Other Operating Expenses 368,014 27 368,041 ----------- -------- ------ ------ ----------- Total Operating and Maintenance Expenses 1,872,721 27 - (149) 1,872,599 Provision for Depreciation and Amortization 230,511 19,502 250,013 General Taxes 53,481 53,481 Income Taxes 41,655 - - 184 41,839 ----------- -------- ------ ------ ----------- Total Operating Expenses and Taxes 2,198,368 19,529 - 35 2,217,932 OPERATING INCOME 129,136 17,319 - (184) 146,271 Other Income 10,918 97 6,124 (6,291) 10,848 Equity Earnings 484 - (484) - Other Income Deductions 1,662 (438) (45) 167 1,346 Other Income Depreciation (63) (63) Taxes - Other Income Deductions (4,525) (4) (256) 184 (4,601) ----------- -------- ------ ------ ----------- OTHER INCOME 8,476 (345) 5,823 (6,424) 7,530 ----------- -------- ------ ------ ----------- INCOME BEFORE NET INTEREST CHARGES 137,612 16,974 5,823 (6,608) 153,801 ----------- -------- ------ ------ ----------- NET INTEREST CHARGES: Interest On Long-Term Debt 70,715 16,966 87,681 Allowance for Borrowed Funds Used During Construction (296) (296) Deferred Interest Income (8,639) (8,639) Other Interest Expense 7,815 - - (6,124) 1,691 Subsidiaries' Preferred Stock Dividend Requirements 5,347 5,347 ----------- -------- ------ ------ ----------- Net Interest Charges 69,595 16,966 - (777) 85,784 NET INCOME 68,017 8 5,823 (5,831) 68,017 Preferred Stock Dividend Requirements 500 - 5,347 (5,347) 500 Gain on Preferred Stock Reacquisition (612) - - - (612) ----------- -------- ------ ------ ----------- Earnings on Common Stock $ 68,129 $ 8 $ 476 $ (484) $ 68,129 =========== ======== ====== ====== =========== The notes to the consolidated financial statements of JCP&L and JCP&L Transition Funding LLC, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Jersey Central Power & Light Company Consolidating Statement of Retained Earnings For the Year Ended December 31, 2003 (Dollars in Thousands)
Jersey Central Power Jersey Central JCP&L JCP&L Eliminations & Light Company Power & Light Transition Preferred Capital, Inc and and Subsidiary Company Funding Consolidated Adjustments Companies Consolidated -------------- ---------- ---------------------- ------------ ----------------------- Balance at beginning of period $ 92,003 $ 7 $ 34 $ (41) $ 92,003 Net income 68,017 8 5,823 (5,831) 68,017 Cash dividends on common stock (138,000) - - - (138,000) Cash dividends on preferred stock (500) - - - (500) Cash dividends on preferred stock of subsidiary - - (5,347) 5,347 - Partnership distributions - - (510) 510 - Gain on reacquisition of cumulative preferred stock 612 - - - 612 -------- ---- -------- ------- --------- Balance at end of period $ 22,132 $ 15 $ - $ (15) $ 22,132 ======== ==== ======= ======= ========= The notes to the consolidated financial statements of JCP&L and JCP&L Transition Funding LLC, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Jersey Central Power & Light Company Consolidating Accumulated Other Comprehensive Income For the Year Ended December 31, 2003 (In Thousands)
JCP&L JCP&L Preferred Eliminations Jersey Central Power Jersey Central Power Transition Capital, Inc. and & Light Company & Light Company Funding LLC Consolidated Adjustments Consolidated -------------------- ----------- --------------- ------------ -------------------- Balance - Beginning of Period $ (865) $ - $ - $ - $ (865) Other comprehensive loss, net of tax: Minimum liability for unfunded retirement benefits, net of (47,880) $(32,998,000) of income taxes (47,880) Unrealized loss on derivative instruments (3,020) (3,020) ------- -------- Total other comprehensive loss (50,900) (50,900) -------- --- --- --- -------- Balance - End of Period $(51,765) $ - $ - $ - $(51,765) ======== === === === ======== The notes to the consolidated financial statements of JCP&L and JCP&L Transition Funding LLC, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Jersey Central Power & Light Company Consolidating Statement of Cash Flows For the Year Ended December 31, 2003 (In Thousands)
JCP&L JCP&L Preferred Eliminations Jersey Central Power Jersey Central Power Transition Capital, Inc. and & Light Company & Light Company Funding LLC Consolidated Adjustments Consolidated -------------------- ----------- --------------- ------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 68,017 $ 8 $ 5,823 $ (5,831) $ 68,017 Adjustments to reconcile net cash from operating activities: Earnings of subsidiary (484) - 484 - Provision for depreciation and amortization 230,511 19,502 - - 250,013 Other amortization 64 - - 64 Deferred costs recoverable as regulatory assets (164,290) - - (164,290) Deferred income taxes, net 64,600 - - 64,600 Investment tax credits, net (2,228) - - (2,228) Receivables (89,623) (23) (1,342) 95,516 4,528 Materials and Supplies (1,139) - - (1,139) Accounts Payable (59,684) (153) 1,400 (95,516) (153,953) Retail rate refunds obligation payments (71,984) - (71,984) Disallowed purchased power costs 152,500 - 152,500 Accrued retirement benefit obligation 8,381 - 8,381 Accrued compensation 19,864 - 19,864 Other (4,101) 4,358 (25) 5,347 5,579 --------- -------- --------- -------- -------- Net cash provided by operating activities 150,404 23,692 5,856 - 179,952 --------- -------- --------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing - Long-term debt $ 150,000 - - 150,000 Short-term borrowings, net 230,985 - - 230,985 Redemptions and Repayments - Preferred stock - (125,244) - (125,244) Long-term debt (228,123) (23,692) - - (251,815) Dividend Payments - - - Preferred stock 112 (5,347) - (5,235) Common stock (138,000) - - (138,000) --------- -------- --------- -------- -------- Net cash used for financing activities 14,974 (23,692) (130,591) - (139,309) --------- -------- --------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property Additions (122,930) - - - (122,930) Contributions to decommissioning trusts (2,630) - (2,630) Loan payments from (to) associated companies, net (63,641) 141,753 78,112 Other 19,272 - (17,019) - 2,253 --------- -------- --------- -------- -------- Net cash used for investing activities (169,929) - 124,734 - (45,195) --------- -------- --------- -------- -------- Net increase in cash and cash equivalents $ (4,551) $ - $ (1) $ - $ (4,552) ========= ======== ========= ======== ======== The notes to the consolidated financial statements of JCP&L and JCP&L Transition Funding LLC, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 JCP&L Preferred Capital, Inc. Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
JCP&L Eliminations JCP&L Preferred JCP&L Preferred Capital and Capital, Inc. Capital, Inc. LP Adjustments Consolidated ---------------- -------- ------------ --------------- ASSETS UTILITY PLANT: In Service $ - $ - $ - $ - Less - Total Accum Provision For Depreciation - - ------- --- --- ------ Net Utility Plant excluding Construction Work In Progress - - - - Construction Work In Progress - - - - ------- --- --- ------ Net Utility Plant - - - - ------- --- --- ------ OTHER PROPERTY & INVESTMENTS: Nuclear Plant Decommissioning Trust - - Nuclear Fuel Disposal Trust - - Long-term Notes Receivable from Associated Company - - Investments in Subsidiaries - - - Other - - - ------- --- --- ------ Total Other Property & Investments - - - - ------- --- --- ------ CURRENT ASSETS: Cash and Cash Equivalents - - - - Receivables: Customers - - Associated Companies 4,281 - - 4,281 Other - - - Material and Supplies, at average cost - - Prepayments and Other - - - ------- --- --- ------ Total Current Assets 4,281 - - 4,281 ------- --- --- ------ DEFERRED CHARGES: Goodwill - - Regulatory Assets - - - Accumulated Deferred Income Taxes - - - Other - - - - ------- --- --- ------ Total Deferred Charges - - - - ------- --- --- ------ TOTAL ASSETS $ 4,281 $ - $ - $4,281 ======= === === ====== The notes to the consolidated financial statements of JCP&L, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 JCP&L Preferred Capital, Inc. Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
JCP&L Eliminations JCP&L Preferred JCP&L Preferred Capital and Capital, Inc. Capital,Inc. LP Adjustments Consolidated --------------- ------- ------------ --------------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock % $ - $ - $ - $ - Other Paid-In Capital - - - - Accumulated Other Comprehensive Income/(Loss) - - Retained Earnings - - - - ------- --- --- ------ Total Common Stockholder's Equity - - - - ------- --- --- ------ Preferred stock not subject to mandatory redemption - - - - Long-Term Debt and Other Long-Term Obligations - - - - ------- --- --- ------ Total Capitalization - - - - ------- --- --- ------ CURRENT LIABILITIES: Currently Payable Long-Term Debt - - - Accounts Payable: Associated Companies 4,158 - - 4,158 Other - - - Notes payable to associated companies - - Accrued Taxes 125 - 125 Accrued Interest (2) - - (2) Other - - - ------- --- --- ------ Total Current Liabilities 4,281 - - 4,281 ------- --- --- ------ NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes - - - Accumulated Deferred Investment Tax Credits - - Power Purchase Contract Loss Liability - - Nuclear Fuel Disposal Costs - - Asset Retirement Obligation - - Retirement Benefits - - Other - - ------- --- --- ------ Total Noncurrent Liabilities - - - - ------- --- --- ------ Total Capitalization & Liabilities $ 4,281 $ - $ - $4,281 ======= === === ====== The notes to the consolidated financial statements of JCP&L, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 JCP&L Preferred Capital, Inc. Consolidating Statement of Income For the Year Ended December 31, 2003 (In Thousands)
JCP&L Eliminations JCP&L Preferred JCP&L Preferred Capital and Capital, Inc. Capital, Inc. LP Adjustments Consolidated --------------- ------- ------------ --------------- OPERATING REVENUES $ - $ - $ - $ - OPERATING EXPENSES AND TAXES: Purchased Power - - Other Operating Expenses - - ----- ------ ------ ------ Total Operating and Maintenance Expenses - - - - Provision for Depreciation and Amortization - - General Taxes - Income Taxes - - - - ----- ------ ------ ------ Total Operating Expenses and Taxes - - - - OPERATING INCOME - - - - Other income 609 5,515 - 6,124 Equity Earnings 168 (168) - Other Income Deductions (45) - - (45) Other Income Depreciation - Taxes - Other Income Deductions (256) - - (256) ----- ------ ------ ------ OTHER INCOME 476 5,515 (168) 5,823 ----- ------ ------ ------ INCOME BEFORE NET INTEREST CHARGES 476 5,515 (168) 5,823 ----- ------ ------ ------ NET INTEREST CHARGES: Interest On Long-Term Debt - - Allowance for Borrowed Funds Used During Construction - Deferred Interest Income - Other Interest Expense - - - - Subsidiaries' Preferred Stock Dividend Requirements - - ----- ------ ------ ------ Net Interest Charges - - - - NET INCOME 476 5,515 (168) 5,823 Preferred Stock Dividend Requirements - 5,347 - 5,347 ----- ------ ------ ------ Earnings on Common Stock $ 476 $ 168 $ (168) $ 476 ===== ====== ====== ====== The notes to the consolidated financial statements of JCP&L, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003 are an integral part of the consolidating financial statements.
Exhibit F-2 JCP&L Preferred Capital, Inc. Consolidating Statement of Cash Flows For the Year Ended December 31, 2003 (In Thousands)
JCP&L Eliminations JCP&L Preferred JCP&L Preferred Capital and Capital, Inc. Capital, Inc. LP Adjustments Consolidated --------------- ------- ------------ --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 476 $ 5,515 $ (168) $ 5,823 Adjustments to reconcile net cash from operating activities: Earnings of subsidiary (168) - 168 - Provision for depreciation and amortization - - - - Other amortization - - - Deferred costs recoverable as regulatory assets - - - Deferred income taxes, net - - - Investment tax credits, net - - - Receivables (1,342) - - (1,342) Materials and Supplies - - - Accounts Payable 1,400 - - 1,400 Retail rate refunds obligation payments - - Disallowed purchased power costs - - Accrued retirement benefit obligation - - Accrued compensation - - Other (275) 250 - (25) -------- --------- ------ --------- Net cash provided by operating activities 91 5,765 - 5,856 -------- --------- ------ --------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing - Long-term debt - - - Short-term borrowings, net - - - Redemptions and Repayments - - - Preferred stock - (125,244) - (125,244) Long-term debt - - - - Dividend Payments - - - - Preferred stock - (5,347) - (5,347) Common stock - - - -------- --------- ------ --------- Net cash used for financing activities - (130,591) - (130,591) -------- --------- ------ --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property Additions - - - - Contributions to decommissioning trusts - - Loan payments from (to) associated companies, net 12,887 128,866 141,753 Other (12,979) (4,040) - (17,019) -------- --------- ------ --------- Net cash used for investing activities (92) 124,826 - 124,734 -------- --------- ------ --------- Net increase in cash and cash equivalents $ (1) $ - $ - $ $ (1) ======== ========= ====== ========= The notes to the consolidated financial statements of JCP&L, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Metroplitan Edison Company Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
Metropolitan Metropolitan Met-Ed York Haven Eliminations Edison Edison Preferred Capital II, Inc. Power and Company Company Consolidated Company Adjustments Consolidated ------------ ------------------------- --------- ----------- ------------ ASSETS UTILITY PLANT: In Service $1,810,533 $28,034 $1,838,567 Less - Total Accum Provision For Depreciation (759,403) (12,720) (772,123) ---------- -------- ---------- Net Utility Plant excluding Construction Work In Progress 1,051,130 15,314 1,066,444 Construction Work In Progress: Electric Plant 21,980 21,980 ---------- ---------- Total Construction Work In Progress 21,980 21,980 ---------- ------ ------- --------- ---------- Net Utility Plant 1,073,110 $ 0 15,314 $ 0 1,088,424 ---------- ------ ------- --------- ---------- OTHER PROPERTY & INVESTMENTS: Nuclear Plant Decommissioning Trust 192,409 192,409 Long-term Notes Receivable from Associated Company 9,892 9,892 Investments in Subsidiaries 27,905 (27,905) 0 Other 32,246 2,676 34,922 ---------- ------ ------- --------- ---------- Total Other Property & Investments 262,452 2,676 (27,905) 237,223 ---------- ------ ------- --------- ---------- CURRENT ASSETS: Cash and Cash Equivalents 120 1 121 Accounts Receivables: Customers 118,933 118,933 Associated Companies 45,660 1,162 (888) 45,934 Other 22,692 58 22,750 Notes Receivables: Associated Companies 10,467 10,467 Prepayments and Other 6,308 292 6,600 ---------- ------ ------- --------- ---------- Total Current Assets 193,713 1 11,979 (888) 204,805 ---------- ------ ------- --------- ---------- DEFERRED CHARGES: Regulatory Assets 1,028,432 1,028,432 Goodwill 884,279 884,279 Accumulated Deferred Income Taxes 391,628 (179) (391,449) 0 Other 30,824 30,824 ---------- ------ ------- --------- ---------- Total Deferred Charges 2,335,163 0 (179) (391,449) 1,943,535 ---------- ------ ------- --------- ---------- TOTAL ASSETS $3,864,438 $2,677 $27,114 $(420,242) $3,473,987 ========== ====== ======= ========= ========== The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements. * As a result of adopting FIN 46R "Consolidation of Variable Interest Entitites" Meted Capital II LP and Meted Capital Trust were deconsolidated. The Company recognized an equity investment of $3 million and subordinated debentures to the trust of $96 million.
Exhibit F-2 Metroplitan Edison Company Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
Metropolitan Metropolitan Met-Ed York Haven Eliminations Edison Edison Preferred Capital II, Inc. Power and Company Company Consolidated Company Adjustments onsolidated ----------- ------------------------- ---------- ------------ ----------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock Issued $1,298,130 $ 1 $1,163 ($1,164) $1,298,130 Other Paid-In Capital 0 2,901 21,002 (23,903) 0 Accumulated Other Comprehensive Income/(Loss) (32,474) (32,474) Retained Earnings 27,011 (479) 3,317 (2,838) 27,011 ---------- ------ ------- --------- ---------- Total Common Stockholder's Equity 1,292,667 2,423 25,482 (27,905) 1,292,667 ---------- ------ ------- --------- ---------- Company Obligated Trust Preferred Securities 0 Long-Term Debt and Other Long-Term Obligations Subordinated Debentures to Affiliated Trusts 95,711 95,711 Other 540,590 540,590 ---------- ------ ------- --------- ---------- Total Capitalization 1,928,968 2,423 25,482 (27,905) 1,928,968 ---------- ------ ------- --------- ---------- CURRENT LIABILITIES: Currently Payable Long-Term Debt 40,469 40,469 Accounts Payable: Associated Companies 45,872 85 390 (888) 45,459 Other 33,878 33,878 Notes Payable: Associated Companies 65,335 65,335 Accrued Taxes 8,555 169 38 8,762 Accrued Interest 11,848 11,848 Other 22,162 22,162 ---------- ------ ------- --------- ---------- Total Current Liabilities 228,119 254 428 (888) 227,913 ---------- ------ ------- --------- ---------- NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes 687,422 1,167 (391,449) 297,140 Accumulated Deferred Invest Tax Credits 11,659 37 11,696 Power Purchase Contract Loss Liability 584,340 584,340 Nuclear Fuel Disposal Fee 37,936 37,936 Nuclear Plant Decommissioning Costs 12,854 12,854 Asset Retirement Obligation 210,178 210,178 Pensions & Other Postretirement Benefits 105,552 105,552 Other 57,410 57,410 ---------- ------ ------- --------- ---------- Total Deferred Credits 1,707,351 0 1,204 (391,449) 1,317,106 ---------- ------ ------- --------- ---------- ---------- ------ ------- --------- ---------- Total Capitalization & Liabilities $3,864,438 $2,677 $27,114 $(420,242) $3,473,987 ========== ====== ======= ========= ========== The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements. * As a result of adopting FIN 46R "Consolidation of Variable Interest Entitites" Meted Capital II LP and Meted Capital Trust were deconsolidated. The Company recognized an equity investment of $3 million and subordinated debentures to the trust of $96 million.
Exhibit F-2 Metroplitan Edison Company Consolidating Statement of Income As of December 31, 2003 (In Thousands)
Metropolitan Metropolitan Met-Ed York Haven Eliminations Edison Edison Preferred Capital II, Inc Power and Company Company Consolidated Company Adjustments Consolidated ------------ ------------------------- --------- ------------ ------------ OPERATING REVENUES $970,929 $ 0 $7,405 $ (7,314) $971,020 OPERATING EXPENSES AND TAXES: Purchased Power 567,397 (7,314) 560,083 Other Operating Expenses 144,034 2,731 146,765 --------- ------ --------- -------- Total Operating and Maintenance Expenses 711,431 2,731 (7,314) 706,848 Provision for Depreciation and Amortization 85,113 1,401 86,514 General Taxes 66,471 736 67,207 Income Taxes 26,241 1,125 1 27,367 -------- ------ --------- -------- Total Operating Expenses and Taxes 889,256 5,993 (7,313) 887,936 OPERATING INCOME 81,673 1,412 (1) 83,084 Other income 38,666 4,514 113 (4,517) 38,776 Equity Earnings 1,534 0 (1,534) 0 Other Income Deductions 508 (5) 503 Other Income Depreciation 0 0 0 Taxes - Other Income Deductions (16,636) (4) 1 (16,639) -------- ------ ------ --------- -------- OTHER INCOME 24,072 4,505 113 (6,050) 22,640 -------- ------ ------ --------- -------- INCOME BEFORE NET INTEREST CHARGES 105,745 4,505 1,525 (6,051) 105,724 -------- ------ ------ --------- -------- NET INTEREST CHARGES: Interest On Long-Term Debt 36,557 104 36,661 Allowance for Borrowed Funds Used During Construction and Capitalized Interest (323) (323) Deferred Interest Income (1,187) (1,187) Other Interest Expense 9,745 613 (4,517) 5,841 Subsidiaries' Preferred Stock Dividend Requirements 3,779 3,779 -------- ------ ------ --------- -------- Net Interest Charges 44,792 717 0 (738) 44,771 INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 60,953 3,788 1,525 (5,313) 60,953 Cumulative Effect of Accounting Change 217 217 NET INCOME/ (LOSS) 61,170 3,788 1,525 (5,313) 61,170 Preferred Stock Dividend Requirements 0 3,779 (3,779) 0 -------- ------ ------ --------- -------- Earnings on Common Stock $ 61,170 $ 9 $1,525 $ (1,534) $ 61,170 ======== ====== ====== ========= ======== The notes to the consolidated financial statements of Metropolitan Edison, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Metroplitan Edison Company Consolidating Statement of Retained Earnings As of December 31, 2003 (In Thousands)
Metropolitan Metropolitan Met-Ed York Haven Eliminations Edison Edison Preferred Capital II, Inc. Power and Company Company Consolidated Company Adjustments Consolidated ------------ ------------------------- ---------- ------------ ------------ Balance at beginning of year $17,841 $ (261) $1,792 $(1,531) $17,841 Net Income 61,170 3,788 1,525 (5,313) 61,170 Cash dividends declared on common stock (52,000) (227) 227 (52,000) Cash dividends on cumulative preferred stock 0 (3,779) 3,779 0 ------- ------- ------ ------- ------- Balance at end of year $27,011 $ (479) $3,317 $(2,838) $27,011 ======= ======= ====== ======= ======= The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Metropolitan Edison Company Consolidating Accumulated Other Comprehensive Income For the year ending December 31, 2003 (In Thousands)
Metropolitan Metropolitan Met-Ed York Haven Eliminations Edison Edison Preferred Capital II, Inc. Power and Company Company Consolidated Company Adjustments Consolidated ---------- -------------------------- ---------- ------------ ------------ Balance - Beginning of year $ (39) $0 ($39) Unrealized gain on derivative instruments 2 2 Electricity Hedging Option 78 78 Minimum liability for unfunded retirement benefits (32,515) (32,515) -------- -- -- -- -------- Balance - End of year $(32,474) $0 $0 $0 $(32,474) ======== == == == ======== The notes to the consolidated financial statements of Metropolitan Edison, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003 are an integral part of the consolidating financial statements.
Exhibit F-2 Metropolitan Edison Company Consolidating Statement of Cash Flows For the year ending December 31, 2003 (In Thousands)
Metropolitan Metropolitan Met-Ed York Haven Eliminations Edison Edison Preferred Capital II, Inc Power and Company Company Consolidated Company Adjustments Consolidated ------------ ------------------------- ---------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 61,170 $ 3,788 $ 1,525 $(5,313) $ 61,170 Adjustments to reconcile net income to net cash from operating activities: Equity in earnings of subsidiary (1,534) 1,534 0 Provision for depreciation and amortization 85,113 1,401 86,514 Other amortization, net 0 Deferred costs recoverable as regulatory assets (15,321) (15,321) Deferred income taxes, net 46,784 (130) 46,654 Investment tax credits, net (822) (822) Cumulative effect of accounting change (371) (371) Receivables 11,506 (916) (210) 10,380 Accounts payable (20,722) 12 (488) 210 (20,988) Other (35,685) 101 752 104 (34,728) -------- ------- -------- ------- --------- Net cash provided from (used for) operating activities 130,118 3,901 2,144 (3,675) 132,488 CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Long-term debt 247,696 247,696 Short-term borrowings, net 0 Redemptions and Repayments- Preferred Stock 0 Long-term debt (260,466) (260,466) Short-term borrowings, net (22,964) (22,964) Dividend payments Common Stock (52,000) (52,000) Preferred Stock (3,675) 3,675 0 Common stock - internal 227 (227) 0 -------- ------- -------- ------- --------- Net cash provided from (used for) financing activities (87,507) (3,902) 0 3,675 (87,734) CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (43,525) (33) (43,558) Contributions to nuclear decommissioning trusts (9,483) (9,483) Loan/payments from associated companies, net 2,526 (10,467) (7,941) Other 664 664 -------- ------- -------- ------- --------- Net Cash provided from (used for) investing activities (49,818) 0 (10,500) 0 (60,318) -------- ------- -------- ------- --------- Net increase (decrease) in cash and cash equivalent (7,207) (1) (8,356) 0 (15,564) Cash and cash equivalents at beginning of period 7,327 2 8,356 0 15,685 -------- ------- -------- ------- --------- Cash and cash equivalents at end of period $ 120 $ 1 $ 0 $ 0 $ 121 ======== ======= ======== ======= ========= The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Met-Ed Preferred Capital II, Inc. Consolidated Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
Met-Ed Eliminations Met-Ed Preferred Met-Ed Preferred Capital II LP and Capital II, Inc. Capital II, Inc Consolidated Adjustments Consolidated ---------------- ------------- ------------ --------------- ASSETS UTILITY PLANT: In Service Less - Total Accum Provision For Depreciation Net Utility Plant excluding Construction Work In Progress Construction Work In Progress: Electric Plant Total Construction Work In Progress Net Utility Plant OTHER PROPERTY & INVESTMENTS: Nuclear Plant Decommissioning Trust Long-term Notes Receivable from Associated Company Investments in Subsidiaries Other $2,676 $2,676 ------ -- -- ------ Total Other Property & Investments 2,676 $0 $0 2,676 ------ -- -- ------ CURRENT ASSETS: Cash and Cash Equivalents 1 1 Accounts Receivables: Customers Associated Companies Other Notes Receivables: Associated Companies Prepayments and Other ------ -- -- ------ Total Current Assets 1 0 1 ------ -- -- ------ DEFERRED CHARGES: Regulatory Assets Goodwill Accumulated Deferred Income Taxes Other ------ -- -- ------ Total Deferred Charges 0 0 0 0 ------ -- -- ------ TOTAL ASSETS $2,677 $0 $0 $2,677 ====== == == ====== The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Met-Ed Preferred Capital II, Inc. Consolidated Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
Met-Ed Eliminations Met-Ed Preferred Met-Ed Preferred Capital II LP and Capital II, Inc. Capital II, Inc. Consolidated Adjustments Consolidated ----------------- -------------- ----------- ----------------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock Issued $ 1 $ 1 Other Paid-In Capital 2,901 2,901 Accumulated Other Comprehensive Income/ (Loss) Retained Earnings (479) (479) ------ -- -- ------ Total Common Stockholder's Equity 2,423 $0 $0 2,423 ------ -- -- ------ Company Obligated Trust Preferred Securities Long-Term Debt and Other Long-Term Obligations Subordinated Debentures to Affiliated Trusts Other ------ -- -- ------ Total Capitalization 2,423 0 0 2,423 ------ -- -- ------ CURRENT LIABILITIES: Currently Payable Long-Term Debt Accounts Payable: Associated Companies 85 85 Other Notes Payable: Associated Companies Accrued Taxes 169 169 Accrued Interest Other ------ -- -- ------ Total Current Liabilities 254 0 0 254 ------ -- -- ------ NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes Accumulated Deferred Invest Tax Credits Power Purchase Contract Loss Liability Nuclear Fuel Disposal Fee Nuclear Plant Decommissioning Costs Asset Retirement Obligation Pensions & Other Postretirement Benefits Other ------ -- -- ------ Total Deferred Credits 0 0 0 0 ------ -- -- ------ Total Capitalization & Liabilities $2,677 $0 $0 $2,677 ====== == == ====== The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Meted Preferred Capital II, Inc. Consolidated Consolidating Statement of Income For the year ending December 31, 2003 (In Thousands)
Met-Ed Eliminations Met-Ed Preferred Met-Ed Preferred Capital II LP and Capital II, Inc. Capital II, Inc. Consolidated Adjustments Consolidated ----------------- ------------- ------------ ---------------- OPERATING REVENUES $ 0 OPERATING EXPENSES AND TAXES: Purchased Power 0 Other Operating Expenses 0 ------ Total Operating and Maintenance Expenses 0 Provision for Depreciation and Amortization 0 General Taxes 0 Income Taxes 0 ------ Total Operating Expenses and Taxes 0 OPERATING INCOME 0 Other income $4,514 4,514 Equity Earnings $ 18 $ (18) 0 Other Income Deductions (5) (5) Other Income Depreciation 0 Taxes - Other Income Deductions (4) (4) ----- ------ ----- ------ OTHER INCOME 9 4,514 (18) 4,505 ----- ------ ----- ------ INCOME BEFORE NET INTEREST CHARGES 9 4,514 (18) 4,505 ----- ------ ----- ------ NET INTEREST CHARGES: Interest On Long-Term Debt 104 104 Allowance for Borrowed Funds Used During 0 Construction and Capitalized Interest 0 Deferred Interest Income 0 Other Interest Expense 613 613 Subsidiaries' Preferred Stock Dividend Requirements 0 ----- ------ ----- ------ Net Interest Charges 0 717 0 717 INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 9 3,797 (18) 3,788 Cumulative Effect of Accounting Change 0 NET INCOME 9 3,797 (18) 3,788 Preferred Stock Dividend Requirements 113 3,779 (113) 3,779 ----- ------ ----- ------ Earnings on Common Stock $(104) $ 18 $ 95 $ 9 ===== ====== ===== ====== The notes to the consolidated financial statements of Metropolitan Edison, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Met-Ed Preferred Capital II, Inc. Consolidated Consolidating Statement of Retained Earnings As of December 31, 2003 (In Thousands)
Met-Ed Eliminations Met-Ed Preferred Met-Ed Preferred Capital II LP and Capital II, Inc. Capital II, Inc. Consolidated Adjustments Consolidated ---------------- ------------- ------------ ---------------- Balance at beginning of year $ (261) $0 $0 $ (261) Net Income/(Loss) 3,788 0 0 3,788 Cash dividends declared on common stock (227) 0 0 (227) Cash dividends on cumulative preferred stock (3,779) 0 0 (3,779) ------- -- -- ------- Balance at end of year $ (479) $0 $0 $ (479) ======= == == ======= The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Meted Preferred Capital II, Inc. Consolidated Consolidating Statement of Cash Flows For the year ending December 31, 2003 (In Thousands)
Meted Meted Eliminations Meted Preferred Capital II, LP and Preferred Capital II, Inc Capital II, Inc. Consolidated Adjustments Consolidated ---------------- -------------- ------------ ------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 9 $ 3,797 $(18) $3,788 Adjustments to reconcile net income to net cash from operating activities: Equity in earnings of subsidiary (18) 18 0 Accounts payable 12 12 Other (3) 104 101 ----- ------- ---- ------ Net cash provided from (used for) operating activities 0 3,901 0 3,901 CASH FLOWS FROM FINANCING ACTIVITIES: Dividend payments Preferred Stock (3,675) (3,675) Partnership distribution - internal 227 (227) 0 0 Common stock - internal (227) 0 0 (227) ----- ------- ---- ------ Net cash provided from (used for) financing activities 0 (3,902) 0 (3,902) CASH FLOWS FROM INVESTING ACTIVITIES: Other ----- ------- ---- ------ Net Cash provided from (used for) investing activities 0 0 0 0 ----- ------- ---- ------ Net increase (decrease) in cash and cash equivalents 0 (1) 0 (1) Cash and cash equivalents at beginning of period 1 1 0 2 ----- ------- ---- ------ Cash and cash equivalents at end of period $ 1 $ 0 $ 0 $1 ===== ======= ==== ====== The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Met-Ed Capital II LP Consolidated Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
Met-Ed Eliminations Met-Ed Met-Ed Capital and Capital II LP Capital II LP Trust Adjustments Consolidated ------------- ------- ------------- ------------- ASSETS UTILITY PLANT: In Service $0 Less - Total Accum Provision For Depreciation 0 -- Net Utility Plant excluding Construction Work In Progress 0 Construction Work In Progress: Electric Plant 0 -- Total Construction Work In Progress 0 -- Net Utility Plant 0 -- OTHER PROPERTY & INVESTMENTS: Nuclear Plant Decommissioning Trust 0 Long-term Notes Receivable from Associated Company $100,000 $(100,000) 0 Investments in Subsidiaries $ (418) 418 0 Other 0 -------- -------- --------- -- Total Other Property & Investments (418) 100,000 (99,582) 0 -------- -------- --------- -- CURRENT ASSETS: Cash and Cash Equivalents 1 (1) 0 Accounts Receivables: Customers 0 Associated Companies 0 Other 103,093 (103,093) 0 Notes Receivables: Associated Companies 0 Prepayments and Other 0 -------- -------- --------- -- Total Current Assets 103,094 (103,094) 0 -------- -------- --------- -- DEFERRED CHARGES: Regulatory Assets 0 Goodwill 0 Accumulated Deferred Income Taxes 0 Other 0 -------- -------- --------- -- Total Deferred Charges 0 0 0 0 -------- -------- --------- -- TOTAL ASSETS $102,676 $100,000 $(202,676) $0 ======== ======== ========= == The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Met-Ed Capital II LP Consolidated Consolidating Balance Sheet As of December 31, 2003 (In Thousands)
Met-Ed Eliminations Met-Ed Met-Ed Capital and Capital II LP Capital II LP Trust Adjustments Consolidated ------------- ------- ------------ ------------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock $ 0 $0 Other Paid-In Capital $ 3,117 (3,117) 0 Accumulated Other Comprehensive Income/ (Loss) 0 Retained Earnings (441) $ (417) 858 0 -------- -------- --------- -- Total Common Stockholder's Equity 2,676 (417) (2,259) 0 -------- -------- --------- -- Company Obligated Trust Preferred Securities 100,000 (100,000) 0 Long-Term Debt and Other Long-Term Obligations Subordinated Debentures to Affiliated Trusts 100,000 (100,000) 0 Other 0 -------- -------- --------- -- Total Capitalization 102,676 99,583 (202,259) 0 -------- -------- --------- -- CURRENT LIABILITIES: Currently Payable Long-Term Debt 0 Accounts Payable: Associated Companies 0 Other 417 (417) 0 Notes Payable: Associated Companies 0 Accrued Taxes 0 Accrued Interest 0 Other 0 -------- -------- --------- -- Total Current Liabilities 0 417 (417) 0 -------- -------- --------- -- NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes 0 Accumulated Deferred Invest Tax Credits 0 Power Purchase Contract Loss Liability 0 Nuclear Fuel Disposal Fee 0 Nuclear Plant Decommissioning Costs 0 Asset Retirement Obligation 0 Pensions & Other Postretirement Benefits 0 Other 0 -------- -------- --------- -- Total Deferred Credits 0 0 0 0 -------- -------- --------- -- Total Capitalization & Liabilities $102,676 $100,000 $(202,676) $0 ======== ======== ========= == The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Meted Capital II LP Consolidated Consolidating Statement of Income For the year ending December 31, 2003 (In Thousands)
Met-Ed Eliminations Met-Ed Met-Ed Capital and Capital II LP Capital II LP Trust Adjustments Consolidated ------------- ------- ------------ ------------- OPERATING REVENUES $ 0 OPERATING EXPENSES AND TAXES: Purchased Power 0 Other Operating Expenses 0 ------ Total Operating and Maintenance Expenses 0 Provision for Depreciation and Amortization 0 General Taxes 0 Income Taxes 0 ------ Total Operating Expenses and Taxes 0 OPERATING INCOME 0 Other income $7,576 $7,350 $(10,412) 4,514 Equity Earnings (208) 208 0 Other Income Deductions 0 Other Income Depreciation 0 Taxes - Other Income Deductions 0 ------ ------ -------- ------ OTHER INCOME 7,368 7,350 (10,204) 4,514 ------ ------ -------- ------ INCOME BEFORE NET INTEREST CHARGES 7,368 7,350 (10,204) 4,514 ------ ------ -------- ------ NET INTEREST CHARGES: Interest On Long-Term Debt 104 104 Allowance for Borrowed Funds Used During 0 Construction and Capitalized Interest 0 Deferred Interest Income 0 Other Interest Expense 7,350 3,675 (10,412) 613 Subsidiaries' Preferred Stock Dividend Requirements 0 0 ------ ------ -------- ------ Net Interest Charges 7,350 3,779 (10,412) 717 INCOME BEFORE EXTRAORDINARY ITEM 18 3,571 208 3,797 Extraordinary Items 0 NET INCOME/ (LOSS) 18 3,571 208 3,797 Preferred Stock Dividend Requirements 113 3,779 (113) 3,779 ------ ------ -------- ------ Earnings/(Losses) on Common Stock $ (95) $ (208) $ 321 $ 18 ====== ====== ======== ====== The notes to the consolidated financial statements of Metropolitan Edison, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Met-Ed Capital II LP Consolidated Consolidating Statement of Retained Earnings As of December 31, 2003 (In Thousands)
Met-Ed Eliminations Met-Ed Met-Ed Capital and Capital II LP Capital II LP Trust Adjustments Consolidated ------------- ------- ------------ -------------- Balance at beginning of year $(232) $ (209) $ 441 $0 Net Income/(Loss) 18 3,571 (3,589) 0 Partnership distributions (227) 227 0 Cash dividends on cumulative preferred stock (3,779) 3,779 0 ----- ------- ------- -- Balance at end of year $(441) $ (417) $ 858 $0 ===== ======= ======= == The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Meted Capital II LP Consolidated Consolidating Statement of Cash Flows For the year ending December 31, 2003 (In Thousands)
Meted Eliminations Meted Meted Capital and Capital II LP Capital II, LP Trust Adjustments Consolidated -------------- ------- ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 18 $ 3,571 $ 208 $ 3,797 Adjustments to reconcile net income to net cash from operating activities: Equity in earnings of subsidiary 208 (208) 0 Other 0 104 104 ----- ------- ----- ------- Net cash provided from (used for) operating activities 226 3,675 0 3,901 CASH FLOWS FROM FINANCING ACTIVITIES: Dividend payments Preferred Stock (3,675) (3,675) Partnership distribution - internal (227) (227) ----- ------- ----- ------- Net cash provided from (used for) financing activities (227) (3,675) 0 (3,902) CASH FLOWS FROM INVESTING ACTIVITIES: Other ----- ------- ----- ------- Net Cash provided from (used for) investing activities 0 0 0 0 ----- ------- ----- ------- Net increase (decrease) in cash and cash equivalents (1) 0 0 (1) Cash and cash equivalents at beginning of period 1 0 0 1 ----- ------- ----- ------- Cash and cash equivalents at end of period $ 0 $ 0 $ 0 $ 0 ===== ======= ===== ======= The notes to the consolidated financial statements of Meted, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Pennsylvania Electric Company Consolidating Balance Sheet December 31, 2003 (In Thousands)
Pennsylvania Penelec Nineveh Electric Preferred Capital II, Inc. Water Company Consolidated Company ------------ ------------------------- -------- ASSETS UTILITY PLANT: In Service $1,966,609 Less - Total Accum Provision For Depreciation (785,715) ---------- Net Utility Plant excluding Construction Work In Progress 1,180,894 Construction Work In Progress: Electric Plant 29,063 ---------- Total Construction Work In Progress 29,063 ---------- Net Utility Plant 1,209,957 ---------- OTHER PROPERTY & INVESTMENTS: Non Utility Generation Trust 43,864 Nuclear Plant Decommissioning Trust 102,673 Long-term Notes Receivable from Associated Company 13,794 Investments in Subsidiaries 3,591 Other 16,969 $2,666 ---------- ------ Total Other Property & Investments 180,891 2,666 ---------- ------ CURRENT ASSETS: Cash and Cash Equivalents 35 1 Receivables: Customers 124,462 Associated Companies 88,598 $1,767 Other 15,766 1 Prepayments and Other 2,511 ---------- ------ ------ Total Current Assets 231,372 1 1,768 ---------- ------ ------ DEFERRED CHARGES: Regulatory Assets 497,219 Goodwill 898,547 Accumulated Deferred Income Taxes 746,232 88 Other 18,523 ---------- ------ ------ Total Deferred Charges 2,160,521 0 88 ---------- ------ ------ TOTAL ASSETS $3,782,741 $2,667 $1,856 ========== ====== ====== Waverly Elec. Light Eliminations Pennsylvania and Power and Electric Company Company Adjustments Consolidated * ----------- ------------ ---------------- ASSETS UTILITY PLANT: In Service $15 $1,966,624 Less - Total Accum Provision For Depreciation (785,715) --- ---------- Net Utility Plant excluding Construction Work In Progress 15 1,180,909 Construction Work In Progress: Electric Plant 29,063 ---------- Total Construction Work In Progress 29,063 --- ---------- Net Utility Plant 15 1,209,972 --- ---------- OTHER PROPERTY & INVESTMENTS: Non Utility Generation Trust 43,864 Nuclear Plant Decommissioning Trust 102,673 Long-term Notes Receivable from Associated Company 13,794 Investments in Subsidiaries $ (3,591) 0 Other 19,635 --------- ---------- Total Other Property & Investments (3,591) 179,966 --------- ---------- CURRENT ASSETS: Cash and Cash Equivalents 0 36 Receivables: Customers 124,462 Associated Companies (1,767) 88,598 Other 0 15,767 Prepayments and Other 2,511 --- --------- ---------- Total Current Assets 0 (1,767) 231,374 --- --------- ---------- DEFERRED CHARGES: Regulatory Assets 497,219 Goodwill 898,547 Accumulated Deferred Income Taxes (729,678) 16,642 Other 18,523 --------- ----------- Total Deferred Charges (729,678) 1,430,931 --- --------- ---------- TOTAL ASSETS $15 $(735,036) $3,052,243 === ========= ========== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year end December 31, 2003, are an integral part of the consolidating financial statements. * As a result of adopting FIN 46R "Consolidation of Variable Interest Entitites" Penelec Capital II LP and Penelec Capital Trust were deconsolidated. The Company recognized an equity investment of $3 million and subordinated debentures to the trust of $95 million.
Exhibit F-2 Pennsylvania Electric Company Consolidating Balance Sheet December 31, 2003 (In Thousands)
Pennsylvania Penelec Nineveh Electric Preferred Capital II, Inc. Water Company Consolidated Company ------------ ------------------------- ------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock $ 105,812 $ 1 Other Paid-In Capital 1,215,667 2,907 $1,190 Accumulated Other Comprehensive Income/(Loss) (42,185) Retained Earnings 18,038 (489) (34) ---------- -------- ------ Total Common Stockholder's Equity 1,297,332 2,419 1,156 ---------- -------- ------ Company Obligated Trust Preferred Securities 0 Long-Term Debt and Other Long-Term Obligations Subordinated Debentures to Affiliated Trusts 95,520 Other 343,244 ---------- -------- ------ Total Capitalization 1,736,096 2,419 1,156 ---------- -------- ------ CURRENT LIABILITIES: Currently Payable Long-Term Debt 125,762 Accounts Payable: Associated Companies 57,536 54 9 Other 40,192 Notes Payable: Associated Companies 78,510 Accrued Taxes 8,002 194 509 Accrued Interest 12,580 114 Other 21,764 0 ---------- -------- ------ Total Current Liabilities 344,346 248 632 ---------- -------- ------ NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes 729,647 31 Accumulated Deferred Invest Tax Credits 9,899 37 Asset Retirement Obligation 105,089 Nuclear Fuel Disposal Fee 18,968 Power Purchase Contract Loss Liability 670,482 Retirement Benefits 145,081 Other 23,133 ---------- ------ Total Deferred Credits 1,702,299 68 ---------- ------ ---------- -------- ------ Total Capitalization & Liabilities $3,782,741 $ 2,667 $1,856 ========== ======== ====== Waverly Elec. Light Eliminations Pennsylvania and Power and Electric Company Company Adjustments Consolidated * ----------- -------------- ----------------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock $15 $ (16) $ 105,812 Other Paid-In Capital (4,097) 1,215,667 Accumulated Other Comprehensive Income/(Loss) (42,185) Retained Earnings 523 18,038 --- --------- ---------- Total Common Stockholder's Equity 15 (3,591) 1,297,332 --- --------- ---------- Company Obligated Trust Preferred Securities 0 0 Long-Term Debt and Other Long-Term Obligations Subordinated Debentures to Affiliated Trusts 0 95,520 Other 343,244 --- --------- ---------- Total Capitalization 15 (3,591) 1,736,096 --- --------- ---------- CURRENT LIABILITIES: Currently Payable Long-Term Debt 125,762 Accounts Payable: Associated Companies (1,767) 55,831 Other 0 40,192 Notes Payable: Associated Companies 78,510 Accrued Taxes 8,705 Accrued Interest 0 12,694 Other 21,764 --- --------- ---------- Total Current Liabilities 0 (1,767) 343,458 --- --------- ---------- NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes (729,678) 0 Accumulated Deferred Invest Tax Credits 9,936 Asset Retirement Obligation 105,089 Nuclear Fuel Disposal Fee 18,968 Power Purchase Contract Loss Liability 670,482 Retirement Benefits 145,081 Other 23,133 --------- ---------- Total Deferred Credits (729,678) 972,689 --------- ---------- --- --------- ---------- Total Capitalization & Liabilities $15 $(735,036) $3,052,243 === ========= ========== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements. * As a result of adopting FIN 46R "Consolidation of Variable Interest Entitites" Penelec Capital II LP and Penelec Capital Trust were deconsolidated. The Company recognized an equity investment of $3 million and subordinated debentures to the trust of $95 million.
Exhibit F-2 Pennsylvania Electric Company Consolidating Statement of Income For the year ending December 31, 2003 (In Thousands)
Waverly Penelec Preferred Nineveh Elec. Light Pennsylvania Capital II, Inc. Water and Power Electric Company Consolidated Company Company ---------------- ----------------- ------- ----------- OPERATING REVENUES $976,855 OPERATING EXPENSES AND TAXES: Purchased Power 609,015 Other Operating Expenses 164,474 -------- Total Operating and Maintenance Expenses 773,489 Provision for Depreciation and Amortization 53,754 General Taxes 66,999 Income Taxes 22,405 $(2) -------- --- Total Operating Expenses and Taxes 916,647 (2) OPERATING INCOME 60,208 2 Other income 3,230 $4,508 Equity Earnings 4 0 Other Income Deductions 1,140 (10) Other Income Depreciation (7) 0 Taxes - Other Income Deductions (2,432) (1) -------- ------ --- OTHER INCOME 1,935 4,497 0 -------- ------ --- INCOME BEFORE NET INTEREST CHARGES 62,143 4,497 2 -------- ------ --- NET INTEREST CHARGES: Interest On Long-Term Debt 29,458 107 Allowance for Borrowed Funds Used During Construction and Capitalized Interest (320) Deferred Interest Income 4,553 Other Interest Expense 8,215 611 0 Subsidiaries' Preferred Stock Dividend Requirements -------- ------ --- Net Interest Charges 41,906 718 0 INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 20,237 3,779 2 Cumulative Effect of Accounting Change 1,096 NET INCOME/ (LOSS) 21,333 3,779 2 Preferred Stock Dividend Requirements 0 3,777 0 -------- ------ --- -- Earnings on Common Stock $ 21,333 $ 2 $ 2 $0 ======== ====== === == Eliminations Pennsylvania and Electric Company Adjustments Consolidated ----------- --------------- OPERATING REVENUES $976,855 OPERATING EXPENSES AND TAXES: Purchased Power 609,015 Other Operating Expenses 164,474 -------- Total Operating and Maintenance Expenses 773,489 Provision for Depreciation and Amortization 53,754 General Taxes 66,999 Income Taxes 22,403 -------- Total Operating Expenses and Taxes 916,645 OPERATING INCOME 60,210 Other income $ (4,508) 3,230 Equity Earnings (4) 0 Other Income Deductions 1,130 Other Income Depreciation (7) Taxes - Other Income Deductions 0 (2,433) ---------- -------- OTHER INCOME (4,512) 1,920 ---------- -------- INCOME BEFORE NET INTEREST CHARGES (4,512) 62,130 ---------- -------- NET INTEREST CHARGES: Interest On Long-Term Debt 29,565 Allowance for Borrowed Funds Used During Construction and Capitalized Interest (320) Deferred Interest Income 4,553 Other Interest Expense (4,508) 4,318 Subsidiaries' Preferred Stock Dividend Requirements 3,777 3,777 ---------- -------- Net Interest Charges (731) 41,893 INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE (3,781) 20,237 Cumulative Effect of Accounting Change 1,096 NET INCOME/ (LOSS) (3,781) 21,333 Preferred Stock Dividend Requirements (3,777) 0 ---------- -------- Earnings on Common Stock $ (4) $ 21,333 ========== ======== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Pennsylvania Electric Company Consolidating Statement of Retained Earnings For the year ending December 31, 2003 (In Thousands)
Waverly Pennsylvania Penelec Nineveh Elec. Light Electric Preferred Capital II, Inc. Water and Power Company Consolidated Company Company ------------ -------------------------- ------- ----------- Balance at beginning of year $ 32,705 $ (264) $(36) Net Income 21,333 3,779 2 $0 Cash dividends declared on common stock (36,000) (227) Cash dividends on cumulative preferred stock 0 (3,777) -------- ------- ---- -- Balance at end of year $ 18,038 $ (489) $(34) $0 ======== ======= ==== == Eliminations Pennsylvania and Electric Company Adjustments Consolidated ------------ ---------------- Balance at beginning of year $ 300 $ 32,705 Net Income (3,781) 21,333 Cash dividends declared on common stock 227 (36,000) Cash dividends on cumulative preferred stock 3,777 0 ------- -------- Balance at end of year $ 523 $ 18,038 ======== ======== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Pennsylvania Electric Company Consolidating Accumulated Other Comprehensive Income For the year ending December 31, 2003 (In Thousands)
Waverly Pennsylvania Penelec Preferred Nineveh Elec. Light Eliminations Pennsylvania Electric Capital II, Inc. Water and Power and Electric Company Company Consolidated Company Company Adjustments Consolidated ------------ ----------------- ------- ----------- ------------ ---------------- Balance - Beginning of year $ (69) $0 $0 $0 $0 $ (69) Unrealized gain on derivative instruments 72 72 Minimum liability for unfunded retirement benefits (42,188) (42,188) -------- -- -- -- -- -------- Balance - End of year $(42,185) $0 $0 $0 $0 $(42,185) ======== == == == == ======== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Pennsylvania Electric Company Consolidating Statement of Cash Flows For the year ending December 31, 2003 (In Thousands)
Waverly Penelec Nineveh Elec. Light Pennsylvania Preferred Capital II, Inc. Water and Power Electric Company Consolidated Company Company ---------------- ------------------------- ------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $21,333 $3,779 $2 $0 Adjustments to reconcile net income to net cash from operating activities: Equity in earnings of subsidiary (4) Provision for depreciation and amortization 53,754 Other amortization, net 0 Deferred costs recoverable as regulatory assets (37,218) Deferred income taxes, net 41,877 Investment tax credits, net (988) Cumulative effect of accounting change (1,873) Receivables 13,052 Accounts payable (84,717) 11 5 Accrued retirement benefit obligations 2,727 Other 7,807 106 (7) ------- ------ -- -- Net cash provided from (used for) operating activities 15,750 3,896 0 0 CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Long-term debt 0 Short-term borrowings, net 0 Redemptions and Repayments- Long-term debt (812) Short-term borrowings, net (11,917) Dividend Payments Common Stock (36,000) Preferred Stock Dividend Requirements 0 (3,670) Common stock - internal 227 (227) ------- ------ -- -- Net cash provided from (used for) financing activities (48,502) (3,897) 0 0 CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (44,657) Nonutility generation trusts 66,327 Contributions to nuclear decommissioning trusts (101) Loan/payments from associated companies, net 1,721 Other (811) ------- ------ -- -- Net Cash provided from (used for) investing activities 22,479 0 0 0 ------- ------- -- -- Net increase (decrease) in cash and cash equivalents (10,273) (1) 0 0 Cash and cash equivalents at beginning of period 10,308 2 0 0 -------- ------ -- -- Cash and cash equivalents at end of period $ 35 $ 1 $0 $0 ======= ====== == == Eliminations Pennsylvania and Electric Company Adjustments Consolidated ------------ ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $(3,781) $ 21,333 Adjustments to reconcile net income to net cash from operating activities: Equity in earnings of subsidiary 4 Provision for depreciation and amortization 53,754 Other amortization, net 0 Deferred costs recoverable as regulatory assets (37,218) Deferred income taxes, net 41,877 Investment tax credits, net (988) Cumulative effect of accounting change (1,873) Receivables 13,052 Accounts payable (84,700) Accrued retirement benefit obligations 2,727 Other 107 8,012 ------- -------- Net cash provided from (used for) operating activities (3,670) 15,976 CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Long-term debt 0 Short-term borrowings, net 0 Redemptions and Repayments- Long-term debt (812) Short-term borrowings, net (11,917) Dividend Payments Common Stock (36,000) Preferred Stock Dividend Requirements 3,670 Common stock - internal 0 0 ------- -------- Net cash provided from (used for) financing activities 3,670 (48,729) CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (44,657) Nonutility generation trusts 66,327 Contributions to nuclear decommissioning trusts (101) Loan/payments from associated companies, net 1,721 Other (811) ------- -------- Net Cash provided from (used for) investing activities 0 22,479 ------- -------- Net increase (decrease) in cash and cash equivalents 0 (10,274) Cash and cash equivalents at beginning of period 0 10,310 ------- -------- Cash and cash equivalents at end of period $ 0 $ 36 ======= ======== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Preferred Capital II, Inc. Consolidated Consolidating Balance Sheet December 31, 2003 (In Thousands)
Penelec Penelec Eliminations Penelec Preferred Preferred Capital II LP and Capital II, Inc. Capital II, Inc. Consolidated Adjustments Consolidated ---------------- ------------- ------------ ----------------- ASSETS UTILITY PLANT: In Service $ 0 Less - Total Accum Provision For Depreciation 0 ------ Net Utility Plant excluding Construction Work In Progress 0 Construction Work In Progress: Electric Plant 0 ------ Total Construction Work In Progress 0 ------ Net Utility Plant 0 ------ OTHER PROPERTY & INVESTMENTS: Non-Utility Generation Trust 0 Nuclear Plant Decommissioning Trust 0 Long-term Notes Receivable from Associated Company 0 Investments in Subsidiaries 0 Other $2,666 2,666 ------ -- -- ------ Total Other Property & Investments 2,666 0 0 2,666 ------ -- -- ------ CURRENT ASSETS: Cash and Cash Equivalents 1 1 Receivables: Customers 0 Associated Companies 0 Other 0 0 Prepayments and Other 0 ------ -- -- ------ Total Current Assets 1 0 0 ------ -- -- ------ DEFERRED CHARGES: Regulatory Assets 0 Goodwill 0 Accumulated Deferred Income Taxes 0 Other 0 -- -- ------ Total Deferred Charges 0 0 1 ------ -- -- ------ TOTAL ASSETS $2,667 $0 $0 $2,667 ====== == == ====== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Preferred Capital II, Inc. Consolidated Consolidating Balance Sheet December 31, 2003 (In Thousands)
Penelec Penelec Eliminations Penelec Preferred Preferred Capital II LP and Capital II, Inc. Capital II, Inc. Consolidated Adjustments Consolidated ----------------- ------------- ------------ ----------------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock $ 1 $ 1 Other Paid-In Capital 2,907 2,907 Accumulated Other Comprehensive Income/(Loss) 0 Retained Earnings (489) (489) ------ -- -- ------ Total Common Stockholder's Equity 2,419 $0 $0 2,419 ------ -- -- ------ Company Obligated Trust Preferred Securities 0 Long-Term Debt and Other Long-Term Obligations Subordinated Debentures to Affiliated Trusts 0 Other 0 ------ -- -- ------ Total Capitalization 2,419 0 0 2,419 ------ -- -- ------ CURRENT LIABILITIES: Currently Payable Long-Term Debt 0 Accounts Payable: Associated Companies 54 53 Other 0 Notes Payable: Associated Companies 0 Accrued Taxes 194 194 Accrued Interest (0) Other 0 ------ -- -- ------ Total Current Liabilities 248 0 0 248 ------ -- -- ------ NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes 0 Accumulated Deferred Invest Tax Credits 0 Asset Retirement Obligation 0 Nuclear Fuel Disposal Fee 0 Power Purchase Contract Loss Liability 0 Retirement Benefits 0 Other 0 -- --- ------ Total Deferred Credits 0 0 ------ -- -- ------ Total Capitalization & Liabilities $2,667 $0 $0 $2,667 ====== == == ====== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Preferred Capital II, Inc. Consolidated Consolidating Statement of Income For the year ending December 31, 2003 (In Thousands)
Penelec Penelec Eliminations Penelec Preferred Capital II LP and Preferred Capital II, Inc. Capital II, Inc. Consolidated Adjustments Consolidated --------------- ------------- ------------ ------------------------- OPERATING REVENUES $ 0 OPERATING EXPENSES AND TAXES: Purchased Power 0 Other Operating Expenses 0 ------ Total Operating and Maintenance Expenses 0 Provision for Depreciation and Amortization 0 General Taxes 0 Income Taxes 0 ------ Total Operating Expenses and Taxes 0 OPERATING INCOME 0 Other income $4,508 $ 0 4,508 Equity Earnings $ 13 (13) 0 Other Income Deductions (10) (10) Other Income Depreciation 0 Taxes - Other Income Deductions (1) (1) ----- ------ ----- ------ OTHER INCOME 2 4,508 (13) 4,497 ----- ------ ----- ------ INCOME BEFORE NET INTEREST CHARGES 2 4,508 (13) 4,497 ----- ------ ----- ------ NET INTEREST CHARGES: Interest On Long-Term Debt 107 107 Allowance for Borrowed Funds Used During 0 Construction and Capitalized Interest 0 Deferred Interest Income 0 Other Interest Expense 0 611 0 611 Subsidiaries' Preferred Stock Dividend Requirements 0 0 ----- ------ ---- ------ Net Interest Charges 0 718 0 718 INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 2 3,790 (13) 3,779 Cumulative Effect of Accounting Change 0 NET INCOME 2 3,790 (13) 3,779 Preferred Stock Dividend Requirements 114 3,777 (114) 3,777 ----- ------ ---- ------ Earnings on Common Stock $(112) $ 13 $100 $ 2 ===== ====== ==== ====== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Preferred Capital II, Inc. Consolidated Consolidating Statement of Retained Earnings For the year ending December 31, 2003 (In Thousands)
Penelec Penelec Eliminations Penelec Preferred Capital II LP and Preferred Capital II, Inc. Capital II, Inc. Consolidated Adjustments Consolidated ---------------- ------------- ------------ -------------------------- Balance at beginning of year $ (264) $0 $0 $ (264) Net Income/(Loss) 3,779 0 0 3,779 Cash dividends declared on common stock (227) 0 (227) Cash dividends on cumulative preferred stock (3,777) 0 (3,777) ------ -- -- ------- Balance at end of year $ (489) $0 $0 $ (489) ====== == == ======= The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Preferred Capital II, Inc. Consolidated Consolidating Statement of Cash Flows For the year ending December 31, 2003 (In Thousands)
Penelec Penelec Eliminations Penelec Preferred Capital II, LP and Preferred Capital II, Inc. Capital II, Inc. Consolidated Adjustments Consolidated ---------------- --------------- ----------- -------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 2 $ 3,790 $(13) $3,779 Adjustments to reconcile net income to net cash from operating activities: Equity in earnings of subsidiary (13) 0 13 0 Accounts payable 11 11 Accrued interest 0 0 Other 106 106 ----- ------- ---- ------- Net cash provided from (used for) operating activities 0 3,896 0 3,896 CASH FLOWS FROM FINANCING ACTIVITIES: Dividend Payments Preferred Stock (3,670) 0 (3,670) Partnership distribution - internal 227 (227) 0 0 Common stock - internal (227) 0 0 (227) ----- ------- ---- ------- Net cash provided from (used for) financing activities 0 (3,897) 0 (3,897) CASH FLOWS FROM INVESTING ACTIVITIES: Other ----- ------- ---- ------- Net Cash provided from (used for) investing activities 0 0 0 0 ----- ------- ---- ------- Net increase (decrease) in cash and cash equivalents 0 (1) 0 (1) Cash and cash equivalents at beginning of period 1 1 0 2 ----- ------- ---- ------- Cash and cash equivalents at end of period $ 1 $ (0) $ 0 $ 1 ===== ======= ==== ======= The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Capital II LP Consolidated Consolidating Balance Sheet December 31, 2003 (In Thousands)
Penelec Eliminations Penelec Penelec Capital and Capital II LP Capital II LP Trust Adjustments Consolidated ------------- ------- ------------ ------------- ASSETS UTILITY PLANT: In Service $0 Less - Total Accum Provision For Depreciation 0 -- Net Utility Plant excluding Construction Work In Progress 0 Construction Work In Progress: Electric Plant 0 -- Total Construction Work In Progress 0 -- Net Utility Plant 0 -- OTHER PROPERTY & INVESTMENTS: Non-Utility Generation Trust 0 Nuclear Plant Decommissioning Trust 0 Long-term Notes Receivable from Associated Company $ 0 $100,000 $(100,000) 0 Investments in Subsidiaries (428) 428 0 Other 0 -------- -------- --------- -- Total Other Property & Investments (428) 100,000 (99,572) 0 -------- -------- --------- -- CURRENT ASSETS: Cash and Cash Equivalents 1 (1) 0 Receivables: Customers 0 Associated Companies 0 0 Other 103,093 (103,093) 0 Prepayments and Other 0 -------- -------- --------- -- Total Current Assets 103,094 (103,094) (1) -------- -------- --------- -- DEFERRED CHARGES: Regulatory Assets 0 Goodwill 0 0 Accumulated Deferred Income Taxes 0 0 Other 0 -------- -------- --------- -- Total Deferred Charges 0 0 1 -------- -------- --------- -- TOTAL ASSETS $102,666 $100,000 $(202,666) $0 ======== ======== ========= == The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Capital II LP Consolidated Consolidating Balance Sheet December 31, 2003 (In Thousands)
Penelec Eliminations Penelec Penelec Capital and Capital II LP Capital II LP Trust Adjustments Consolidated ------------- ------- ----------- ------------- CAPITALIZATION & LIABILITIES CAPITALIZATION: Common Stockholder's Equity: Common Stock $ 0 $0 Other Paid-In Capital $ 3,116 (3,116) 0 Accumulated Other Comprehensive Income/(Loss) 0 Retained Earnings (450) $ (428) 878 0 --------- -------- ---------- -- Total Common Stockholder's Equity 2,666 (428) (2,238) 0 --------- -------- --------- -- Company Obligated Trust Preferred Securities 100,000 (100,000) 0 Long-Term Debt and Other Long-Term Obligations Subordinated Debentures to Affiliated Trusts 100,000 (100,000) 0 Other 0 --------- -------- --------- -- Total Capitalization 102,666 99,572 (202,238) 0 --------- -------- --------- -- CURRENT LIABILITIES: Currently Payable Long-Term Debt 0 Accounts Payable: Associated Companies 0 0 Other 428 (428) 0 Notes Payable: Associated Companies 0 Accrued Taxes 0 Accrued Interest 0 (0) Other 0 -- --------- -------- --------- -- Total Current Liabilities 0 428 (428) (0) --------- -------- --------- -- NONCURRENT LIABILITIES: Accumulated Deferred Income Taxes 0 0 Accumulated Deferred Invest Tax Credits 0 Asset Retirement Obligation 0 Nuclear Fuel Disposal Fee 0 Power Purchase Contract Loss Liability 0 Retirement Benefits 0 Other 0 -- --------- -- Total Deferred Credits 0 0 --------- -- --------- -------- --------- -- Total Capitalization & Liabilities $ 102,666 $100,000 $(202,666) $0 ========= ======== ========= == The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Capital II LP Consolidated Consolidating Statement of Income For the year ending December 31, 2003 (In Thousands) Penelec Eliminations Penelec Penelec Capital and Capital II LP Capital II, LP Trust Adjustments Consolidated -------------- ------- ------------- ------------- OPERATING REVENUES $ 0 OPERATING EXPENSES AND TAXES: Purchased Power 0 Other Operating Expenses 0 ------ Total Operating and Maintenance Expenses 0 Provision for Depreciation and Amortization 0 General Taxes 0 Income Taxes 0 ------ Total Operating Expenses and Taxes 0 OPERATING INCOME 0 Other income $7,567 $7,340 $(10,398) 4,509 Equity Earnings (214) 214 0 Other Income Deductions 0 Other Income Depreciation 0 Taxes - Other Income Deductions 0 ------ ------ -------- ------ OTHER INCOME 7,353 7,340 (10,184) 4,509 ------ ------ -------- ------ INCOME BEFORE NET INTEREST CHARGES 7,353 7,340 (10,184) 4,509 ------ ------ -------- ------ NET INTEREST CHARGES: Interest On Long-Term Debt 107 107 Allowance for Borrowed Funds Used During 0 Construction and Capitalized Interest 0 Deferred Interest Income 0 Other Interest Expense 7,340 3,670 (10,398) 612 Subsidiaries' Preferred Stock Dividend Requirements 0 0 ------ ------ -------- ------ Net Interest Charges 7,340 3,777 (10,398) 719 INCOME BEFORE EXTRAORDINARY ITEM 13 3,563 214 3,790 Extraordinary Items 0 NET INCOME/(LOSS) 13 3,563 214 3,790 Preferred Stock Dividend Requirements 113 3,777 (113) 3,777 ------ ------ -------- ------ Earnings/(Losses) on Common Stock $ (100) $ (214) $ 327 $ 13 ====== ====== ======== ====== The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Capital II LP Consolidated Consolidating Statement of Retained Earnings For the year ending December 31, 2003 (In Thousands)
Penelec Eliminations Penelec Penelec Capital and Capital II LP Capital II, L.P. Trust Adjustments Consolidated ---------------- --------- ------------ ------------- Balance at beginning of year $ (236) $ (214) $ 450 $0 Net Income/(Loss) 13 3,563 (3,576) 0 Partnership distributions (227) 227 0 Cash dividends on cumulative preferred stock (3,777) 3,777 0 -------- ------- ------- -- Balance at end of year $ (450) $ (428) $ 878 $0 ======== ======= ======= == The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
Exhibit F-2 Penelec Capital II LP Consolidated Consolidating Statement of Cash Flows For the year ending December 31, 2003 (In Thousands)
Penelec Eliminations Penelec Penelec Capital and Capital II LP Capital II, LP Trust Adjustments Consolidated -------------- ------ ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 13 $ 3,563 $214 $ 3,790 Adjustments to reconcile net income to net cash from operating activities: Equity in earnings of subsidiary 214 (214) 0 Other (1) 107 106 ----- ------- ---- ------- Net cash provided from (used for) operating activities 226 3,670 (0) 3,896 CASH FLOWS FROM FINANCING ACTIVITIES: Dividend Payments Preferred Stock Dividend Requirements (3,670) (3,670) Partnership distribution - internal (227) 0 (227) ----- ------- ---- ------- (227) (3,670) 0 (3,897) CASH FLOWS FROM INVESTING ACTIVITIES: Other ----- ------- ---- ------- Net Cash provided from (used for) investing activities 0 0 0 0 ----- ------- ---- ------- Net increase (decrease) in cash and cash equivalents (1) (0) (0) (1) Cash and cash equivalents at beginning of period 1 0 0 1 ----- ------- ---- ------- Cash and cash equivalents at end of period $ 0 $ (0) $ (0) $ (0) ===== ======= ==== ======= The notes to the consolidated financial statements of Penelec, which are incorporated by reference from the annual report on Form 10-K for the year ended December 31, 2003, are an integral part of the consolidating financial statements.
EX-99 6 exh_f-3.txt EXHIBIT F-3 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: Exhibit F-3 Part I.
Associate Company Associate Company Total Amount Billed Type of Services Rendered Rendering Services Receiving Services (In Thousand) - ------------------------------------------------------------------------------------------------------------------------------------ Training Services for Power Systems Institute ATSI FECO Maintenance Services CEI ATSI Warehousing and Stores Services CEI ATSI Support Various IT Projects CEI FECO Training Services for Power Systems Institute CEI FECO Transportation and Garage Services CEI FENOC Warehousing and Stores Services CEI FENOC Transportation and Garage Services CEI GenCo Maintenance Services CEI JCP&L Major Storm Operations Support CEI JCP&L Major Storm Operations Support CEI Met-Ed Maintenance Services CEI OE Major Storm Operations Support CEI OE Major Storm Operations Support CEI Penelec Major Storm Operations Support CEI Penn T&D Services CEI Penn Maintenance Services CEI TE Regional Support Services CEI TE Laboratory Services FENOC ATSI Beaver Valley, Perry, Davis Besse Plant O&M Services FENOC CEI Laboratory Services FENOC GenCo Laboratory Services FENOC FES Saxton Nuclear Facility Support FENOC GPUN Laboratory Services FENOC JCP&L Laboratory Services FENOC MetEd Beaver Valley, Perry, Davis Besse Plant O&M Services FENOC OE Laboratory Services FENOC Penelec Beaver Valley, Perry Plant O&M Services FENOC Penn Beaver Valley, Perry, Davis Besse Plant O&M Services FENOC TE Energy Consulting Services FES ATSI Marketing Administrative Services FES FECO Provide Accounting Support FES FECO Support Various IT Projects FES FECO Energy Consulting Services FES FEFSG 1
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued) Exhibit F-3 Part I. (Continued)
Associate Company Associate Company Total Amount Billed Type of Services Rendered Rendering Services Receiving Services (In Thousand) - ------------------------------------------------------------------------------------------------------------------------------------ General and Administrarive Services FES FEFSG Commodity Services FES JCP&L Energy Consulting Services FES Centerior Energy Service, Inc. Environmental Services GenCo ATSI Maintenance Services GenCo ATSI Mansfield Plant O&M Services GenCo CE01 Plant Operations and Maintenance Services GenCo CEI Business Development Services GenCo FECO Support Various IT Projects GenCo FECO Environmental and Maintenance Services GenCo FENOC Environmental Services GenCo FENOC Environmental Services GenCo JCP&L Yards Creek Plant O&M Services GenCo JCP&L Environmental Services GenCo Met-Ed Service Maintenance GenCo Met-Ed Environmental Services GenCo OE Environmental Services GenCo Penelec Environmental Services GenCo Penn Mansfield Plant O&M Services GenCo TE York Haven Plant O&M Services GenCo York Haven Power Company Saxton & TMI-2 Support GPUN JCP&L Saxton & TMI-2 Support GPUN MetEd Saxton & TMI-2 Support GPUN Penelec Preventive and Corrective Maintenance Services JCP&L ATSI Preventive and Corrective Maintenance Services JCP&L CEI Construction Services for Training Facility JCP&L FECO Remittance Processing and Transportation Support JCP&L FECO Support Various IT Projects JCP&L FECO Construction Services JCP&L GPU Telcom Major Storm Operations Support JCP&L Met-Ed Preventive and Corrective Maintenance Services JCP&L Met-Ed Substation Maintenance Services JCP&L Met-Ed Preventive and Corrective Maintenance Services JCP&L OE Major Storm Operations Support JCP&L Penelec 2
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued) Exhibit F-3 Part I. (Continued)
Associate Company Associate Company Total Amount Billed Type of Services Rendered Rendering Services Receiving Services (In Thousand) - ------------------------------------------------------------------------------------------------------------------------------------ Preventive and Corrective Maintenance Services JCP&L Penelec Regional Support Services JCP&L Penn Regional Support Services JCP&L TE Preventive and Corrective Maintenance Services Met-Ed CEI Support Various IT Projects Met-Ed FECO Facility and Transportation Services Met-Ed GPU Telcom Claims Services Met-Ed JCP&L Preventive and Corrective Maintenance Services Met-Ed JCP&L Regional Support Services Met-Ed OE Storm Support Met-Ed OE Major Storm Operations Support Met-Ed Penelec Regional Support Services Met-Ed Penelec Regional Support Services Met-Ed Penn Construction Services MYR GPU Telcom Construction Services MYR JCP&L Construction Services MYR Met-Ed Construction Services MYR OE Construction Services MYR Penn O&M Services OE ATSI Preventive and Corrective Maintenance Services OE ATSI Warehousing and Stores Services OE ATSI Preventive and Corrective Maintenance Services OE CEI Storm Support Services OE CEI Transportation and Garage Services OE CEI Warehousing and Stores Services OE CEI Support Various IT Projects OE FECO Training Services for Power Systems Institute OE FECO Transportation and Garage Services OE FECO Transportation and Warehousing Services OE FENOC Transportation and Warehousing Services OE GenCo Warehousing and Stores Services OE GenCo Major Storm Operations Support OE JCP&L Preventive and Corrective Maintenance Services OE JCP&L Major Storm Operations Support OE Met-Ed 3
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued) Exhibit F-3 Part I. (Continued)
Associate Company Associate Company Total Amount Billed Type of Services Rendered Rendering Services Receiving Services (In Thousand) - ------------------------------------------------------------------------------------------------------------------------------------ Preventive and Corrective Maintenance Services OE Met-Ed Major Storm Operations Support OE Penelec Preventive and Corrective Maintenance Services OE Penelec Regional Support Services OE Penelec Major Storm Operations Support OE Penn Preventive and Corrective Maintenance Services OE Penn Transportation and Garage Services OE Penn Warehousing and Stores Services OE Penn Preventive and Corrective Maintenance Services OE TE Regional Support Services OE TE Transportation and Garage Services OE TE Preventive and Corrective Maintenance Services Penelec ATSI Regional Support Services Penelec CEI Storm Support Services Penelec CEI Support Various IT Projects Penelec FECO Support Seneca Operations Penelec GenCo Fiber Line Maintenance Penelec GPU Telcom Preventive and Corrective Maintenance Services Penelec JCP&L Major Storm Operations Support Penelec Met-Ed Regional Support Services Penelec Met-Ed Substation Services Penelec Met-Ed Major Storm Operations Support Penelec OE Preventive and Corrective Maintenance Services Penelec OE Major Storm Operations Support Penelec Penn Regional Support Services Penelec TE O&M Services Penn ATSI Substation Services Penn ATSI Warehousing and Stores Services Penn ATSI Regional Support Services Penn CEI Storm Support Services Penn CEI Warehousing and Stores Services Penn CEI Training Services for Power Systems Institute Penn FECO Transportation and Garage Services Penn FENOC Transportation and Garage Services Penn GenCo 4
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued) Exhibit F-3 Part I. (Continued)
Associate Company Associate Company Total Amount Billed Type of Services Rendered Rendering Services Receiving Services (In Thousand) - ------------------------------------------------------------------------------------------------------------------------------------ Major Storm Operations Support Penn JCP&L Major Storm Operations Support Penn Met-Ed Major Storm Operations Support Penn OE Preventive and Corrective Maintenance Services Penn OE Warehousing and Stores Services Penn OE Major Storm Operations Support Penn Penelec Outage Services TE ATSI Preventive and Corrective Maintenance Services TE ATSI Warehousing and Stores Services TE ATSI Major Storm Operations Support TE CEI Regional Support Services TE CEI Support Various IT Projects TE FECO Training Services for Power Systems Institute TE FECO Warehousing and Stores Services TE FENOC Warehousing and Stores Services TE GenCo Major Storm Operations Support TE JCP&L Regional Support Services TE JCP&L Major Storm Operations Support TE Met-Ed Regional Support Services TE Met-Ed Dispatching Services TE OE Major Storm Operations Support TE OE Preventive and Corrective Maintenance Services TE OE Warehousing and Stores Services TE OE Major Storm Operations Support TE Penelec Major Storm Operations Support TE Penn Regional Support Services TE Penn An Utility-to-Utility Service Agreements approved under the June 30, 2003 order, between and among OE, CEI, TE and Penn covering various affiliate transactions in goods and services remains in effect at year-end. A Mutual Assistance Agreement, approved by the Pennsylvania Public Utility Commission by order dated December 15, 1993, between and among Met-Ed, Penelec, JCP&L, and GPUN covering various affiliate transactions in goods and services remains in effect at year-end.
5 Exhibit F-3 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued) Part I. (Continued) Agreement between and among JCP&L, Met-Ed, Penelec, and GPU Telcom dated as of April 25, 1997 covering various affiliate transactions in services remains in effect at year-end. Services provided by MYR to other system companies are performed pursuant to written and oral contracts. 6 EX-99 7 exh_h.txt EXHIBIT H Exhibit H-1 FirstEnergy Generation Corp EWG Organization --------------------------- --------------------------------- | | | FirstEnergy Corp | | | --------------------------------- | | 100% | -----------------|--------------- | | | FirstEnergy Solutions Corp | | | --------------------------------- | | 100% | -----------------|--------------- | | | FirstEnergy Generation Corp | | (EWG) | | | --------------------------------- Exhibit H-2 GPU Power, Inc. EWG Organizational Chart ------------------------ --------------------------------- | | | | | GPU Power, Inc. | | | --------------------------------- | | 100% | ----------------|---------------- | | | EI Canada Holding Limited | | (EWG) |____________ |Inactive | | --------------------------------- | | 100% | | -------|------- 100% | | EI Services | ________________|________________ |Canada Limited.| | | | (EWG) | | EI Brooklyn Power Limited | |Inactive | | (EWC) | --------------- | | --------------------------------- | | | 100% | ---------|--------- | EI Brooklyn | |Investments Limited| | (EWG) | ------------------- Exhibit H-2 GPU Power, Inc. EWG Organizational Chart ------------------------ --------------------------------- | | | GPU Power, Inc. | | (EWG) | | | --------------------------------- | | 100% | ----------------|---------------- | | | EI Barranquilla, Inc. | | (EWG) | | | --------------------------------- | | 28.67% | ----------------|---------------- | | | Termobarranquilla S.A. | | (EWG) | |2 facilities | |890 MW total | --------------------------------- Exhibit H-2 GPU Power, Inc. EWG Organizational Chart ------------------------ --------------------------------- | | | GPU Power, Inc. | | (EWG) | | | --------------------------------- | | 100% | ----------------|---------------- | | | Barranquilla Lease Holding, Inc.| | (EWG) | | | --------------------------------- | | 100% | ----------------|---------------- | | | Los Amigos Leasing Company, Ltd.| | (EWG) | | | --------------------------------- Exhibit H-2 GPU Power, Inc. EWG Organizational Chart ------------------------ --------------------------------- | | | GPU Power, Inc. | | (EWG) |____ | | | | | | --------------------------------- | | | | | 100% | | ----------------|---------------- | | | | | EI International | | | (EWG) | | | | | --------------------------------- | | | | | 52% | | ----------------|---------------- | | | | | GPUI Colombia, Ltda. | |48% | (EWG) |____| | | | | --------------------------------- Exhibit H-2 GPU Power, Inc. EWG Organizational Chart --------------------------------- | | | GPU Power, Inc. | | (EWG) | | | --------------------------------- | | 100% | ----------------|---------------- | | | International Power | | Advisors, Inc. | | (EWG) | | Inactive | --------------------------------- Exhibit H-3 GPU Capital, Inc. FUCO Organizational Chart ------------------------- --------------------------------- | | | | | GPU Capital, Inc. | | | --------------------------------- | | 100% | ----------------|---------------- | | | GPU Electric, Inc. | | | | | --------------------------------- | | 100% | ----------------|---------------- | | | | | EI UK Holdings, Inc. | | | --------------------------------- | | 50% Voting/20.1% Equity | ----------------|---------------- | | | Aquila Sterling | | Holding, Inc. | | | --------------------------------- Exhibit H-3 GPU Capital, Inc. EWG Organizational Chart ------------------------ --------------------------------- | | | GPU Capital, Inc. | | | | | --------------------------------- | | 100% | ----------------|---------------- | | | GPU Electric, Inc. | | | | | --------------------------------- | | 100% | ----------------|---------------- | | | GPU Argentina Services, S.R.L. | | (FUCO) | | | --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----