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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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.
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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
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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