þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission | Registrant; State of Incorporation; | I.R.S. Employer | ||
File Number | Address; and Telephone Number | Identification No. | ||
333-21011 |
FIRSTENERGY CORP.
(An Ohio Corporation) 76 South Main Street Akron, OH 44308 Telephone (800)736 - 3402 |
34-1843785 | ||
000-53742 |
FIRSTENERGY SOLUTIONS CORP.
(An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 |
31-1560186 | ||
1-2578 |
OHIO EDISON COMPANY
(An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736 - 3402 |
34-0437786 | ||
1-2323 |
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
(An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736 - 3402 |
34-0150020 | ||
1-3583 |
THE TOLEDO EDISON COMPANY
(An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736 - 3402 |
34-4375005 | ||
1-3141 |
JERSEY CENTRAL POWER & LIGHT COMPANY
(A New Jersey Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736 - 3402 |
21-0485010 | ||
1-446 |
METROPOLITAN EDISON COMPANY
(A Pennsylvania Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736 - 3402 |
23-0870160 | ||
1-3522 |
PENNSYLVANIA ELECTRIC COMPANY
(A Pennsylvania Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736 - 3402 |
25-0718085 |
Yes
þ
No
o
|
FirstEnergy Corp., FirstEnergy Solutions Corp., Ohio
Edison Company, The Cleveland Electric Illuminating
Company, The Toledo Edison Company, Jersey Central Power
& Light Company, Metropolitan Edison Company and
Pennsylvania Electric Company
|
Yes
þ
No
o
|
FirstEnergy Corp. |
Yes
o
No
o
|
FirstEnergy Solutions Corp., Ohio Edison Company, The
Cleveland Electric Illuminating Company, The Toledo
Edison Company, Jersey Central Power & Light Company,
Metropolitan Edison Company, and Pennsylvania Electric
Company
|
Large Accelerated Filer
þ
|
FirstEnergy Corp. | |
|
||
Accelerated Filer
o
|
N/A | |
|
||
Non-accelerated Filer (Do not check
if a smaller reporting company)
þ
|
FirstEnergy Solutions Corp., Ohio
Edison Company, The Cleveland
Electric Illuminating Company, The
Toledo Edison Company, Jersey
Central Power & Light Company,
Metropolitan Edison Company and
Pennsylvania Electric Company
|
Smaller Reporting Company
o
|
N/A |
Yes
o
No
þ
|
FirstEnergy Corp., FirstEnergy Solutions Corp., Ohio
Edison Company, The Cleveland Electric Illuminating
Company, The Toledo Edison Company, Jersey Central Power &
Light Company, Metropolitan Edison Company and
Pennsylvania Electric Company
|
OUTSTANDING | ||||
CLASS | AS OF April 29, 2011 | |||
FirstEnergy Corp., $.10 par value
|
418,216,437 | |||
FirstEnergy Solutions Corp., no par value
|
7 | |||
Ohio Edison Company, no par value
|
60 | |||
The Cleveland Electric Illuminating Company, no par value
|
67,930,743 | |||
The Toledo Edison Company, $5 par value
|
29,402,054 | |||
Jersey Central Power & Light Company, $10 par value
|
13,628,447 | |||
Metropolitan Edison Company, no par value
|
740,905 | |||
Pennsylvania Electric Company, $20 par value
|
4,427,577 |
|
The speed and nature of increased competition in the electric utility industry.
|
|
The impact of the regulatory process on the pending matters in the various states in which
we do business including, but not limited to, matters related to rates.
|
|
The status of the PATH project in light of PJMs direction to suspend work on the project
pending review of its planning process, its re-evaluation of the need for the project and the
uncertainty of the timing and amounts of any related capital expenditures.
|
|
Business and regulatory impacts from ATSIs realignment into PJM Interconnection, L.L.C.
|
|
Economic or weather conditions affecting future sales and margins.
|
|
Changes in markets for energy services.
|
|
Changing energy and commodity market prices and availability.
|
|
Financial derivative reforms that could increase our liquidity needs and collateral costs.
|
|
Replacement power costs being higher than anticipated or inadequately hedged.
|
|
The continued ability of FirstEnergys regulated utilities to collect transition and other
costs.
|
|
Operation and maintenance costs being higher than anticipated.
|
|
Other legislative and regulatory changes, and revised environmental requirements, including
possible GHG emission, water intake and coal combustion residual regulations, the potential
impacts of any laws, rules or regulations that ultimately replace CAIR and the effects of the
EPAs recently released MACT proposal to establish certain mercury and other emission
standards for electric generating units.
|
|
The uncertainty of the timing and amounts of the capital expenditures that may arise in
connection with any NSR litigation or potential regulatory initiatives or rulemakings
(including that such expenditures could result in our decision to shut down or idle certain
generating units).
|
|
Adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation
of necessary licenses or operating permits) and oversight by the NRC, including as a
result of the incident at Japans Fukushima Daiichi Nuclear Plant.
|
|
Adverse legal decisions and outcomes related to Met-Eds and Penelecs transmission service
charge appeal at the Commonwealth Court of Pennsylvania.
|
|
The continuing availability of generating units and changes in their ability to operate at
or near full capacity.
|
|
The ability to comply with applicable state and federal reliability standards and energy
efficiency mandates.
|
|
Changes in customers demand for power, including but not limited to, changes resulting
from the implementation of state and federal energy efficiency mandates.
|
|
The ability to accomplish or realize anticipated benefits from strategic goals.
|
|
Efforts and our ability to improve electric commodity margins and the impact of, among
other factors, the increased cost of coal and coal transportation on such margins.
|
|
The ability to experience growth in the distribution business.
|
|
The changing market conditions that could affect the value of assets held in the
registrants nuclear decommissioning trusts, pension trusts and other trust funds, and cause
FirstEnergy to make additional contributions sooner, or in amounts that are larger than
currently anticipated.
|
|
The ability to access the public securities and other capital and credit markets in
accordance with FirstEnergys financing plan, the cost of such capital and overall condition
of the capital and credit markets affecting the registrants and other FirstEnergy
subsidiaries.
|
|
Changes in general economic conditions affecting the registrants and other FirstEnergy
subsidiaries.
|
|
Interest rates and any actions taken by credit rating agencies that could negatively affect
the registrants access to financing or their costs and increase requirements to post
additional collateral to support outstanding commodity positions, LOCs and other financial
guarantees.
|
|
The continuing uncertainty of the national and regional economy and its impact on the
registrants major industrial and commercial customers and those of other FirstEnergy
subsidiaries.
|
|
Issues concerning the soundness of financial institutions and counterparties with which the
registrants and FirstEnergys other subsidiaries do business.
|
|
Issues arising from the recently completed merger of FirstEnergy and Allegheny Energy, Inc.
and the ongoing coordination of their combined operations including FirstEnergys ability to
maintain relationships with customers, employees or suppliers, as well as the ability to
successfully integrate the businesses and realize cost savings and any other synergies and the
risk that the credit ratings of the combined company or its subsidiaries may be different from
what the companies expect.
|
|
The risks and other factors discussed from time to time in the registrants SEC filings,
and other similar factors.
|
Page | ||||
|
||||
|
||||
iii-v | ||||
|
||||
|
||||
FirstEnergy Corp.
|
||||
|
||||
1 | ||||
|
||||
2 | ||||
|
||||
3 | ||||
|
||||
4 | ||||
|
||||
FirstEnergy Solutions Corp.
|
||||
|
||||
5 | ||||
|
||||
6 | ||||
|
||||
7 | ||||
|
||||
Ohio Edison Company
|
||||
|
||||
8 | ||||
|
||||
9 | ||||
|
||||
10 | ||||
|
||||
The Cleveland Electric Illuminating Company
|
||||
|
||||
11 | ||||
|
||||
12 | ||||
|
||||
13 | ||||
|
||||
The Toledo Edison Company
|
||||
|
||||
14 | ||||
|
||||
15 | ||||
|
||||
16 | ||||
|
||||
Jersey Central Power & Light Company
|
||||
|
||||
17 | ||||
|
||||
18 | ||||
|
||||
19 | ||||
|
||||
Metropolitan Edison Company
|
||||
|
||||
20 | ||||
|
||||
21 | ||||
|
||||
22 | ||||
|
||||
Pennsylvania Electric Company
|
||||
|
||||
23 | ||||
|
||||
24 | ||||
|
||||
25 |
i
Page | ||||||||
|
||||||||
26 | ||||||||
|
||||||||
78 | ||||||||
|
||||||||
Managements Narrative Analysis of Results of Operations
|
||||||||
|
||||||||
117 | ||||||||
|
||||||||
120 | ||||||||
|
||||||||
122 | ||||||||
|
||||||||
124 | ||||||||
|
||||||||
126 | ||||||||
|
||||||||
128 | ||||||||
|
||||||||
130 | ||||||||
|
||||||||
132 | ||||||||
|
||||||||
132 | ||||||||
|
||||||||
|
||||||||
133 | ||||||||
|
||||||||
133 | ||||||||
|
||||||||
134 | ||||||||
|
||||||||
135 | ||||||||
|
||||||||
136 | ||||||||
|
||||||||
Exhibit 10.1 | ||||||||
Exhibit 10.5 | ||||||||
Exhibit 10.6 | ||||||||
Exhibit 10.7 | ||||||||
Exhibit 10.8 | ||||||||
Exhibit 10.9 | ||||||||
Exhibit 10.10 | ||||||||
Exhibit 12 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
ii
AE
|
Allegheny Energy, Inc., a Maryland utility holding company that merged with a subsidiary of FirstEnergy on February 25, 2011 | |
AESC
|
Allegheny Energy Service Corporation, a subsidiary of AE | |
AE Supply
|
Allegheny Energy Supply Company LLC, an unregulated generation subsidiary of AE | |
AGC
|
Allegheny Generating Company, a generation subsidiary of AE | |
Allegheny
|
Allegheny Energy, Inc., together with its consolidated subsidiaries | |
AVE
|
Allegheny Ventures, Inc. | |
ATSI
|
American Transmission Systems, Incorporated, which owns and operates transmission facilities | |
CEI
|
The Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary | |
FENOC
|
FirstEnergy Nuclear Operating Company, which operates nuclear generating facilities | |
FES
|
FirstEnergy Solutions Corp., which provides energy-related products and services | |
FESC
|
FirstEnergy Service Company, which provides legal, financial and other corporate support services | |
FEV
|
FirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures | |
FGCO
|
FirstEnergy Generation Corp., which owns and operates non-nuclear generating facilities | |
FirstEnergy
|
FirstEnergy Corp., a public utility holding company | |
Global Rail
|
A joint venture between FEV and WMB Loan Ventures II LLC, that owns coal transportation operations near Roundup, Montana | |
GPU
|
GPU, Inc., former parent of JCP&L, Met-Ed and Penelec, that merged with FirstEnergy on November 7, 2001 | |
JCP&L
|
Jersey Central Power & Light Company, a New Jersey electric utility operating subsidiary | |
Met-Ed
|
Metropolitan Edison Company, a Pennsylvania electric utility operating subsidiary | |
MP
|
Monongahela Power Company, a West Virginia electric utility operating subsidiary of AE | |
NGC
|
FirstEnergy Nuclear Generation Corp., owns nuclear generating facilities | |
OE
|
Ohio Edison Company, an Ohio electric utility operating subsidiary | |
Ohio Companies
|
CEI, OE and TE | |
PATH
|
Potomac-Appalachian Transmission Highline LLC, a joint venture between Allegheny and a subsidiary of American Electric Power Company, Inc. | |
PATH-VA
|
PATH Allegheny Virginia Transmission Corporation | |
PE
|
The Potomac Edison Company, a Maryland electric operating subsidiary of AE | |
Penelec
|
Pennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary | |
Penn
|
Pennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE | |
Pennsylvania Companies
|
Met-Ed, Penelec, Penn and WP | |
PNBV
|
PNBV Capital Trust, a special purpose entity created by OE in 1996 | |
Shippingport
|
Shippingport Capital Trust, a special purpose entity created by CEI and TE in 1997 | |
Signal Peak
|
A joint venture between FEV and WMB Loan Ventures LLC, that owns mining operations near Roundup, Montana | |
TE
|
The Toledo Edison Company, an Ohio electric utility operating subsidiary | |
TrAIL
|
Trans-Allegheny Interstate Line Company | |
Utilities
|
OE, CEI, TE, Penn, JCP&L, Met-Ed, Penelec, MP, PE and WP | |
Utility Registrants
|
OE, CEI, TE, JCP&L, Met-Ed and Penelec | |
WP
|
West Penn Power Company, a Pennsylvania electric utility operating subsidiary of AE |
ALJ
|
Administrative Law Judge | |
AOCL
|
Accumulated Other Comprehensive Loss | |
AEP
|
American Electric Power | |
AQC
|
Air Quality Control | |
ARO
|
Asset Retirement Obligation | |
BGS
|
Basic Generation Service | |
CAA
|
Clean Air Act | |
CAIR
|
Clean Air Interstate Rule | |
CAMR
|
Clean Air Mercury Rule | |
CATR
|
Clean Air Transport Rule | |
CBP
|
Competitive Bid Process | |
CDWR
|
California Department of Water Resources | |
CO
2
|
Carbon Dioxide | |
CTC
|
Competitive Transition Charge |
iii
DCPD
|
Deferred Compensation Plan for Outside Directors | |
DOE
|
United States Department of Energy | |
DOJ
|
United States Department of Justice | |
DPA
|
Department of the Public Advocate, Division of Rate Counsel (New Jersey) | |
DSP
|
Default Service Plan | |
EDCP
|
Executive Deferred Compensation Plan | |
EE&C
|
Energy Efficiency and Conservation | |
EIS
|
Energy Insurance Services, Inc. | |
EMP
|
Energy Master Plan | |
ENEC
|
Expanded Net Energy Cost | |
EPA
|
United States Environmental Protection Agency | |
ESOP
|
Employee Stock Ownership Plan | |
ESP
|
Electric Security Plan | |
FASB
|
Financial Accounting Standards Board | |
FERC
|
Federal Energy Regulatory Commission | |
FMB
|
First Mortgage Bond | |
FPA
|
Federal Power Act | |
FRR
|
Fixed Resource Requirement | |
FTRs
|
Financial Transmission Rights | |
GAAP
|
Generally Accepted Accounting Principles in the United States | |
RGGI
|
Regional Greenhouse Gas Initiative | |
GHG
|
Greenhouse Gases | |
IRS
|
Internal Revenue Service | |
JOA
|
Joint Operating Agreement | |
kV
|
Kilovolt | |
KWH
|
Kilowatt-hours | |
LED
|
Light-Emitting Diode | |
LOC
|
Letter of Credit | |
LTIP
|
Long-Term Incentive Plan | |
MACT
|
Maximum Achievable Control Technology | |
MDPSC
|
Maryland Public Service Commission | |
MEIUG
|
Met-Ed Industrial Users Group | |
MISO
|
Midwest Independent Transmission System Operator, Inc. | |
Moodys
|
Moodys Investors Service, Inc. | |
MRO
|
Market Rate Offer | |
MSHA
|
Mine Safety and Health Administration | |
MTEP
|
MISO Regional Transmission Expansion Plan | |
MW
|
Megawatts | |
MWH
|
Megawatt-hours | |
NAAQS
|
National Ambient Air Quality Standards | |
NDT
|
Nuclear Decommissioning Trusts | |
NERC
|
North American Electric Reliability Corporation | |
NJBPU
|
New Jersey Board of Public Utilities | |
NNSR
|
Non-Attainment New Source Review | |
NOAC
|
Northwest Ohio Aggregation Coalition | |
NOPEC
|
Northeast Ohio Public Energy Council | |
NOV
|
Notice of Violation | |
NO
X
|
Nitrogen Oxide | |
NRC
|
Nuclear Regulatory Commission | |
NSR
|
New Source Review | |
NUG
|
Non-Utility Generation | |
NUGC
|
Non-Utility Generation Charge | |
NYSEG
|
New York State Electric and Gas | |
OCC
|
Ohio Consumers Counsel | |
OCI
|
Other Comprehensive Income | |
OPEB
|
Other Post-Employment Benefits | |
OVEC
|
Ohio Valley Electric Corporation | |
PADEP
|
Pennsylvania Department of Environmental Protection | |
PCRB
|
Pollution Control Revenue Bond | |
PICA
|
Pennsylvania Intergovernmental Cooperation Authority | |
PJM
|
PJM Interconnection L. L. C. | |
POLR
|
Provider of Last Resort; an electric utilitys obligation to provide generation service to customers Whose alternative supplier fails to deliver service | |
PPUC
|
Pennsylvania Public Utility Commission |
iv
PSCWV
|
Public Service Commission of West Virginia | |
PSA
|
Power Supply Agreement | |
PSD
|
Prevention of Significant Deterioration | |
PUCO
|
Public Utilities Commission of Ohio | |
PURPA
|
Public Utility Regulatory Policies Act of 1978 | |
RECs
|
Renewable Energy Credits | |
RFP
|
Request for Proposal | |
RGGI
|
Regional Greenhouse Gas Initiative | |
RTEP
|
Regional Transmission Expansion Plan | |
RTC
|
Regulatory Transition Charge | |
RTO
|
Regional Transmission Organization | |
S&P
|
Standard & Poors Ratings Service | |
SB221
|
Amended Substitute Senate Bill 221 | |
SBC
|
Societal Benefits Charge | |
SEC
|
U.S. Securities and Exchange Commission | |
SIP
|
State Implementation Plan(s) Under the Clean Air Act | |
SMIP
|
Smart Meter Implementation Plan | |
SNCR
|
Selective Non-Catalytic Reduction | |
SO
2
|
Sulfur Dioxide | |
SOS
|
Standard Offer Service | |
TBC
|
Transition Bond Charge | |
TDS
|
Total Dissolved Solid | |
TMDL
|
Total Maximum Daily Load | |
TMI-2
|
Three Mile Island Unit 2 | |
TSC
|
Transmission Service Charge | |
VIE
|
Variable Interest Entity | |
VSCC
|
Virginia State Corporation Commission | |
WVDEP
|
West Virginia Department of Environmental Protection | |
WVPSC
|
Public Service Commission of West Virginia |
v
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
(Unaudited)
Three Months Ended
March 31
In millions, except per share amounts
2011
2010
$
2,332
$
2,543
1,244
756
3,576
3,299
453
334
1,186
1,238
1,033
701
220
193
132
212
237
205
3,261
2,883
315
416
21
16
(231
)
(213
)
18
41
(192
)
(156
)
123
260
78
111
45
149
(5
)
(6
)
$
50
$
155
$
0.15
$
0.51
342
304
$
0.15
$
0.51
343
306
$
0.55
$
0.55
*
Table of Contents
(Unaudited)
Three Months Ended
March 31
(In millions)
2011
2010
$
45
$
149
19
13
(6
)
4
9
6
22
23
1
7
21
16
66
165
(5
)
(6
)
$
71
$
171
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
March 31,
December 31,
(In thousands)
2011
2010
$
6,839
$
9,281
388,951
365,758
533,280
477,565
86,711
89,550
478,418
396,770
488,997
545,342
328,156
181,660
50,938
60,171
2,362,290
2,126,097
11,239,565
11,321,318
4,107,542
4,024,280
7,132,023
7,297,038
756,305
1,062,744
476,602
8,364,930
8,359,782
1,159,903
1,145,846
9,744
11,704
1,169,647
1,157,550
131,870
133,968
24,248
24,248
41,112
41,112
90,803
73,386
211,223
97,603
53,057
48,689
552,313
419,006
$
12,449,180
$
12,062,435
$
986,863
$
1,132,135
360,543
11,561
661
499,936
466,623
189,144
241,191
66,493
70,129
380,744
266,411
224,525
251,671
2,708,909
2,439,721
1,487,565
1,490,082
(117,612
)
(120,414
)
2,454,587
2,418,577
3,824,540
3,788,245
16
(504
)
3,824,556
3,787,741
3,144,997
3,180,875
6,969,553
6,968,616
950,726
959,154
117,503
57,595
53,181
54,224
866,643
892,051
289,285
285,160
41,112
41,112
205,366
216,695
168,409
81,393
78,493
66,714
2,770,718
2,654,098
$
12,449,180
$
12,062,435
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Three Months Ended
March 31
(In thousands)
2011
2010
$
634,023
$
691,392
12,487
12,352
646,510
703,744
370,168
414,016
86,079
95,660
25,314
27,971
81,587
69,448
17,411
16,436
580,559
623,531
65,951
80,213
1,910
1,833
(30,657
)
(29,423
)
427
133
(28,320
)
(27,457
)
37,631
52,756
18,078
23,530
$
19,553
$
29,226
$
19,553
$
29,226
4,221
15,928
69
69
4,290
15,997
1,590
6,558
2,700
9,439
$
22,253
$
38,665
Table of Contents
(Unaudited)
March 31,
December 31,
(In thousands)
2011
2010
$
1
$
4
268,171
323,044
27,144
53,780
21,269
26,119
298,274
177,228
10,968
10,889
16,357
12,654
642,184
603,718
4,579,753
4,562,781
1,667,017
1,656,939
2,912,736
2,905,842
78,819
63,535
2,991,555
2,969,377
206,833
207,561
190,424
181,851
2,111
2,104
399,368
391,516
1,810,936
1,810,936
460,156
513,395
25,243
27,938
2,296,335
2,352,269
$
6,329,442
$
6,316,880
$
32,855
$
32,402
16,983
28,571
123,814
158,442
33,415
35,232
23,494
23,385
15,142
2,509
29,926
18,111
25,663
22,263
301,292
320,915
136,284
136,284
2,508,754
2,508,874
(250,842
)
(253,542
)
246,723
227,170
2,640,919
2,618,786
1,762,365
1,769,849
4,403,284
4,388,635
729,478
715,527
238,677
233,492
196,843
196,768
175,175
182,364
110,050
108,297
174,643
170,882
1,624,866
1,607,330
$
6,329,442
$
6,316,880
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Three Months Ended
March 31
(In thousands)
2011
2010
$
338,416
$
451,560
18,800
21,567
357,216
473,127
49,889
161,080
153,043
91,928
47,232
101,983
12,423
12,758
32,094
48,800
22,150
21,740
316,831
438,289
40,385
34,838
93
1,217
970
2,173
(13,057
)
(13,773
)
147
126
(11,847
)
(10,257
)
28,538
24,581
5,951
12,266
$
22,587
$
12,315
$
22,587
$
12,315
1,963
9,709
84
84
2,047
9,793
763
4,177
1,284
5,616
$
23,871
$
17,931
Table of Contents
(Unaudited)
March 31,
December 31,
(In thousands)
2011
2010
$
117
$
243,220
159,801
178,522
23,110
24,920
16,836
13,007
9,542
11,028
40,883
343
1,973
2,289
252,262
473,329
2,260,156
2,247,853
852,326
846,003
1,407,830
1,401,850
27,714
23,663
1,435,544
1,425,513
303,906
289,328
881
884
304,787
290,212
416,499
416,499
285,300
295,856
107,055
111,562
51,939
31,699
860,793
855,616
$
2,853,386
$
3,044,670
$
42,450
$
28,760
109,709
124,079
35,758
33,942
47,450
29,862
14,514
60,856
11,738
16,114
29,543
29,278
291,162
322,891
1,046,970
1,197,076
(141,099
)
(142,383
)
29,994
32,406
935,865
1,087,099
705,125
718,860
1,640,990
1,805,959
481,530
473,009
6,761
6,866
44,465
44,449
195,883
192,659
22,405
29,121
118,123
116,027
52,067
53,689
921,234
915,820
$
2,853,386
$
3,044,670
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Three Months Ended
March 31
(In thousands)
2011
2010
$
308,316
$
385,936
16,529
17,524
324,845
403,460
47,484
168,400
141,436
91,423
41,328
72,394
14,573
14,682
13,007
(9,966
)
20,736
16,534
278,564
353,467
46,281
49,993
25
1,613
(17,234
)
(17,290
)
22
140
(17,187
)
(15,537
)
29,094
34,456
11,788
17,157
$
17,306
$
17,299
$
17,306
$
17,299
1,585
8,547
16
16
1,601
8,563
555
3,284
1,046
5,279
$
18,352
$
22,578
Table of Contents
(Unaudited)
March 31,
December 31,
(In thousands)
2011
2010
$
3
$
5
139,058
148,864
16,921
54,052
12,142
11,314
12,334
14,404
47,126
14,026
1,843
1,592
229,427
244,257
2,545,211
2,532,629
939,247
935,259
1,605,964
1,597,370
40,799
30,505
1,646,763
1,627,875
159,999
152,928
80,275
80,244
294
297
240,568
233,469
768,628
768,628
179,092
163,407
4,169
5,746
15,140
19,287
967,029
957,068
$
3,083,787
$
3,062,669
$
45,000
$
45,000
90,363
101,338
41,231
35,626
33,125
41,420
4,262
5,075
24,069
17,378
23,467
22,541
261,517
268,378
88,552
88,552
913,439
913,519
(162,480
)
(163,526
)
58,299
60,993
897,810
899,538
1,072,339
1,072,262
1,970,149
1,971,800
393,088
371,877
187,888
187,621
121,558
116,972
99,773
98,132
49,814
47,889
852,121
822,491
$
3,083,787
$
3,062,669
Table of Contents
(Unaudited)
Table of Contents
Table of Contents
170
0.667
113
$
38.16
$
4,327
27
$
4,354
Preliminary
Purchase Price
(In millions)
Allocation
$
1,509
9,656
138
952
1,262
(714
)
(3,453
)
(4,996
)
$
4,354
Competitive
Regulated
Regulated
Energy
Independent
Other/
(In millions)
Distribution
Services
Transmission
Corporate
Consolidated
$
5,551
$
24
$
$
$
5,575
952
952
$
5,551
$
976
$
$
$
6,527
Table of Contents
Preliminary
Weighted Average
(In millions)
Valuation
Amortization Period
$
189
10 years
124
25 years
525
8 years
838
143
13 years
86
7 years
35
8 years
264
$
574
Intangible
(In millions)
Assets
$
241
52
293
520
132
130
782
$
1,075
Table of Contents
February 26 -
(In millions, except per share amounts)
March 31, 2011
$
437
(46
)
$
(0.13
)
$
(0.13
)
(1)
Three Months Ended
March 31
(Pro forma amounts in millions, except per share amounts)
2011
2010
$
4,786
$
4,685
$
137
$
255
$
0.33
$
0.61
$
0.33
$
0.61
Table of Contents
Three Months Ended
Reconciliation of Basic and Diluted
March 31
Earnings per Share of Common Stock
2011
2010
(In millions, except per
share amounts)
$
50
$
155
342
304
1
2
343
306
$
0.15
$
0.51
$
0.15
$
0.51
(1)
March 31, 2011
December 31, 2010
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
(In millions)
$
18,743
$
19,776
$
13,928
$
14,845
4,099
4,227
4,279
4,403
1,159
1,334
1,159
1,321
1,831
2,035
1,853
2,035
600
666
600
653
1,802
1,980
1,810
1,962
742
826
742
821
1,120
1,190
1,120
1,189
(1)
Table of Contents
March 31, 2011
(1)
December 31, 2010
(2)
Cost
Unrealized
Unrealized
Fair
Cost
Unrealized
Unrealized
Fair
Basis
Gains
Losses
Value
Basis
Gains
Losses
Value
(In millions)
$
1,985
$
32
$
$
2,017
$
1,699
$
31
$
$
1,730
1,012
18
1,030
980
13
993
124
1
125
123
1
124
51
51
42
42
358
7
365
281
9
290
240
4
244
127
4
131
200
2
202
145
4
149
$
186
$
7
$
$
193
$
268
$
69
$
$
337
88
5
93
24
1
25
21
21
80
17
97
33
1
34
125
35
160
20
20
63
16
79
(1)
(2)
Table of Contents
Interest and
March 31, 2011
Sales Proceeds
Realized Gains
Realized Losses
Dividend Income
(In millions)
$
970
$
100
$
(29
)
$
24
216
12
(15
)
15
8
1
14
1
(1
)
1
217
22
(4
)
4
336
43
(5
)
2
179
22
(4
)
1
Interest and
March 31, 2010
Sales Proceeds
Realized Gains
Realized Losses
Dividend Income
(In millions)
$
733
$
37
$
(51
)
$
22
272
13
(24
)
13
2
1
31
1
(1
)
1
190
8
(8
)
4
144
9
(11
)
2
93
6
(7
)
1
March 31, 2011
December 31, 2010
Cost
Unrealized
Unrealized
Fair
Cost
Unrealized
Unrealized
Fair
Basis
Gains
Losses
Value
Basis
Gains
Losses
Value
(In millions)
$
422
$
79
$
$
501
$
476
$
91
$
$
567
190
45
235
190
51
241
287
33
320
340
41
381
Table of Contents
March 31, 2011
December 31, 2010
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
(In millions)
$
7
$
8
$
7
$
8
82
94
104
118
Table of Contents
March 31, 2011
Level 1
Level 2
Level 3
Total
(In millions)
$
$
877
$
$
877
524
524
1
1
4
4
117
117
194
194
150
150
681
681
297
297
148
148
$
194
$
2,681
$
118
$
2,993
$
$
(583
)
$
$
(583
)
(12
)
(12
)
(5
)
(5
)
(478
)
(478
)
$
$
(588
)
$
(490
)
$
(1,078
)
$
194
$
2,093
$
(372
)
$
1,915
December 31, 2010
Level 1
Level 2
Level 3
Total
(In millions)
$
$
597
$
$
597
250
250
122
122
338
338
149
149
595
595
379
379
219
219
$
338
$
2,189
$
122
$
2,649
$
$
(348
)
$
$
(348
)
(466
)
(466
)
$
$
(348
)
$
(466
)
$
(814
)
$
338
$
1,841
$
(344
)
$
1,835
(1)
(2)
(3)
(4)
Table of Contents
Derivative Asset
(1)
Derivative Liability
(1)
Net
(1)
(In millions)
$
122
$
(466
)
$
(344
)
(1
)
(89
)
(90
)
(3
)
77
74
(12
)
(12
)
$
118
$
(490
)
$
(372
)
$
200
$
(643
)
$
(443
)
(71
)
(110
)
(181
)
(7
)
287
280
$
122
$
(466
)
$
(344
)
(1)
March 31, 2011
Level 1
Level 2
Level 3
Total
(In millions)
$
$
567
$
$
567
476
476
1
1
93
93
148
148
304
304
8
8
43
43
$
93
$
1,546
$
1
$
1,640
$
$
(549
)
$
$
(549
)
$
$
(549
)
$
$
(549
)
$
93
$
997
$
1
$
1,091
Table of Contents
December 31, 2010
Level 1
Level 2
Level 3
Total
(In millions)
$
$
528
$
$
528
241
241
147
147
308
308
6
6
148
148
$
$
1,378
$
$
1,378
$
$
(348
)
$
$
(348
)
$
$
(348
)
$
$
(348
)
$
$
1,030
$
$
1,030
(1)
(2)
(3)
Derivative Asset
Derivative Liability
Net
FTRs
FTRs
FTRs
(In millions)
$
$
$
1
1
$
1
$
$
1
March 31, 2011
Level 1
Level 2
Level 3
Total
(In millions)
$
$
125
$
$
125
6
6
$
$
131
$
$
131
December 31, 2010
Level 1
Level 2
Level 3
Total
(In millions)
$
$
124
$
$
124
2
2
$
$
126
$
$
126
(1)
Table of Contents
March 31, 2011
Level 1
Level 2
Level 3
Total
(In millions)
$
$
16
$
$
16
25
25
32
32
2
2
3
3
$
25
$
53
$
$
78
December 31, 2010
Level 1
Level 2
Level 3
Total
(In millions)
$
$
7
$
$
7
33
33
1
1
35
35
$
$
76
$
$
76
(1)
(2)
(3)
March 31, 2011
Level 1
Level 2
Level 3
Total
(In millions)
$
$
92
$
$
92
6
6
21
21
1
1
60
60
214
214
16
16
$
21
$
383
$
6
$
410
$
$
$
(239
)
$
(239
)
$
$
$
(239
)
$
(239
)
$
21
$
383
$
(233
)
$
171
Table of Contents
December 31, 2010
Level 1
Level 2
Level 3
Total
(In millions)
$
$
23
$
$
23
2
2
6
6
96
96
33
33
236
236
4
4
$
96
$
298
$
6
$
400
$
$
$
(233
)
$
(233
)
$
$
$
(233
)
$
(233
)
$
96
$
298
$
(227
)
$
167
(1)
(2)
(3)
Derivative Asset
Derivative Liability
Net
NUG Contracts
(1)
NUG Contracts
(1)
NUG Contracts
(1)
(In millions)
$
6
$
(233
)
$
(227
)
(42
)
(42
)
36
36
$
6
$
(239
)
$
(233
)
$
8
$
(399
)
$
(391
)
(1
)
36
35
(1
)
130
129
$
6
$
(233
)
$
(227
)
(1)
Table of Contents
March 31, 2011
Level 1
Level 2
Level 3
Total
(In millions)
$
$
131
$
$
131
107
107
34
34
2
2
100
100
2
2
37
37
$
34
$
272
$
107
$
413
$
$
$
(118
)
$
(118
)
$
$
$
(118
)
$
(118
)
$
34
$
272
$
(11
)
$
295
December 31, 2010
Level 1
Level 2
Level 3
Total
(In millions)
$
$
32
$
$
32
5
5
112
112
160
160
1
1
88
88
2
2
14
14
$
160
$
142
$
112
$
414
$
$
$
(116
)
$
(116
)
$
$
$
(116
)
$
(116
)
$
160
$
142
$
(4
)
$
298
(1)
(2)
(3)
Table of Contents
Derivative Asset
Derivative Liability
Net
NUG Contracts
(1)
NUG Contracts
(1)
NUG Contracts
(1)
(In millions)
$
112
$
(116
)
$
(4
)
(2
)
(16
)
(18
)
(3
)
14
11
$
107
$
(118
)
$
(11
)
$
176
$
(143
)
$
33
(59
)
(38
)
(97
)
(5
)
65
60
$
112
$
(116
)
$
(4
)
(1)
March 31, 2011
Level 1
Level 2
Level 3
Total
(In millions)
$
$
70
$
$
70
4
4
20
20
60
60
72
72
32
32
$
20
$
234
$
4
$
258
$
$
$
(122
)
$
(122
)
$
$
$
(122
)
$
(122
)
$
20
$
234
$
(118
)
$
136
Table of Contents
December 31, 2010
Level 1
Level 2
Level 3
Total
(In millions)
$
$
8
$
$
8
2
2
4
4
81
81
9
9
133
133
5
5
$
81
$
157
$
4
$
242
$
$
$
(117
)
$
(117
)
$
$
$
(117
)
$
(117
)
$
81
$
157
$
(113
)
$
125
(1)
(2)
(3)
Derivative Asset
Derivative Liability
Net
NUG Contracts
(1)
NUG Contracts
(1)
NUG Contracts
(1)
(In millions)
$
4
$
(117
)
$
(113
)
(30
)
(30
)
25
25
$
4
$
(122
)
$
(118
)
$
16
$
(101
)
$
(85
)
(11
)
(108
)
(119
)
(1
)
92
91
$
4
$
(117
)
$
(113
)
(1)
Table of Contents
Table of Contents
Derivative Assets
Fair Value
March 31,
December 31,
2011
2010
(In millions)
$
332
$
151
192
89
1
3
3
114
119
4
10
$
646
$
372
Derivative Liabilities
Fair Value
March 31,
December 31,
2011
2010
(In millions)
$
408
$
266
175
81
12
277
229
202
238
5
$
1,079
$
814
Table of Contents
Purchases
Sales
Net
Units
(In thousands)
83,603
(100,407
)
(16,804
)
MWH
18,199
(130
)
18,069
MWH
200,000
(200,000
)
notional dollars
29,824
29,824
MWH
Three Months Ended March 31,
Power
Interest
Contracts
FTRs
Rate Swaps
Other
Total
(In millions)
$
(9
)
$
$
$
(9
)
14
14
(3
)
(3
)
$
(2
)
3
$
1
2
2
4
4
$
29
$
29
(20
)
1
(19
)
(19
)
(2
)
(21
)
(2
)
(1
)
(3
)
$
(27
)
$
(27
)
(25
)
(25
)
Table of Contents
Derivatives Not in a Hedging
Three Months Ended March 31,
Relationship with Regulatory Offset
(2)
NUGs
Other
Total
(In millions)
$
(89
)
$
$
(89
)
89
89
72
72
(72
)
(72
)
(10
)
(10
)
10
10
$
(224
)
$
(224
)
224
224
78
78
(78
)
(78
)
(9
)
(9
)
9
9
(1)
(2)
Three Months Ended March 31,
Derivatives Not in a Hedging Relationship with Regulatory Offset
(1)
NUGs
Other
Total
(In millions)
$
(345
)
$
10
$
(335
)
(89
)
(89
)
72
(10
)
62
$
(362
)
$
$
(362
)
$
(444
)
$
19
$
(425
)
(224
)
(224
)
78
(9
)
69
$
(590
)
$
10
$
(580
)
(1)
Table of Contents
Three Months Ended
March 31
Pension Benefit Cost (Credit)
2011
2010
(In millions)
$
29
$
25
84
78
(102
)
(90
)
4
3
49
47
(2
)
9
$
71
$
63
(1)
Three Months Ended
March 31
Other Postretirement Benefit Cost (Credit)
2011
2010
(In millions)
$
3
$
2
11
11
(10
)
(9
)
(48
)
(48
)
14
15
$
(30
)
$
(29
)
Table of Contents
Three Months Ended
March 31
Pension Benefit Cost (Credit)
2011
2010
(In millions)
$
22
$
22
5
6
5
5
1
2
5
6
3
2
5
5
25
15
$
71
$
63
Three Months Ended
March 31
Other Postretirement Benefit Cost (Credit)
2011
2010
(In millions)
$
(6
)
$
(7
)
(6
)
(6
)
(2
)
(1
)
(1
)
(2
)
(2
)
(3
)
(2
)
(3
)
(2
)
(8
)
(8
)
$
(30
)
$
(29
)
Table of Contents
Table of Contents
Maximum
Discounted Lease
Net
Exposure
Payments, net
(1)
Exposure
(In millions)
$
1,376
$
1,187
$
189
644
485
159
664
68
596
664
351
313
(1)
(2)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Three Months
Ended
March 31, 2011
1,878,022
223,161
645,197
(422,031
)
(37,182
)
2,287,167
Table of Contents
Weighted
Remaining
Shares Under
Average
Contractual
Exercise Prices
Options
Exercise Price
Life in Years
1,305,563
$
26.72
2.01
3,378,866
37.22
4.79
37,233
44.40
0.24
54,559
56.15
3.27
54,778
68.52
1.09
327,570
80.19
6.01
9,338
83.51
1.92
5,167,907
$
37.96
4.07
Table of Contents
Table of Contents
Competitive
Regulated
Regulated
Energy
Independent
Other/
Reconciling
Three Months Ended
Distribution
Services
Transmission
Corporate
Adjustments
Consolidated
(In millions)
$
2,268
$
1,254
$
67
$
(23
)
$
(22
)
$
3,544
343
(311
)
32
2,268
1,597
67
(23
)
(333
)
3,576
245
88
13
6
352
25
6
(10
)
21
131
68
9
19
(14
)
213
56
3
7
(20
)
32
78
96
5
13
(35
)
(34
)
45
27,165
17,308
2,479
914
47,866
5,551
976
6,527
177
214
27
31
449
$
2,484
$
719
$
57
$
(22
)
$
(6
)
$
3,232
674
(607
)
67
2,484
1,393
57
(22
)
(613
)
3,299
313
77
12
3
405
26
1
1
(12
)
16
124
33
5
13
(3
)
172
62
42
7
(12
)
12
111
103
69
12
(19
)
(16
)
149
21,535
10,950
995
598
34,078
5,551
24
5,575
152
329
14
13
508
Table of Contents
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
(Unaudited)
Table of Contents
Item 2.
Change in Basic Earnings Per Share From Prior Year
2011
$
0.51
(0.03
)
0.01
0.09
0.04
(0.04
)
0.08
(0.34
)
(0.26
)
0.21
(0.07
)
0.07
0.03
(0.04
)
0.13
(0.06
)
(0.18
)
$
0.15
*
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
March 31
Increase
2011
2010
(Decrease)
(In millions, except per share data)
$
96
$
103
$
(7
)
5
69
(64
)
13
12
1
(64
)
(29
)
(35
)
$
50
$
155
$
(105
)
$
0.15
$
0.51
$
(0.36
)
$
0.15
$
0.51
$
(0.36
)
*
Competitive
Regulated
Other and
Regulated
Energy
Independent
Reconciling
FirstEnergy
First Quarter 2011 Financial Results
Distribution
Services
Transmission
Adjustments
Consolidated
(In millions)
$
2,175
$
1,162
$
$
$
3,337
93
92
67
(45
)
207
343
(311
)
32
2,268
1,597
67
(356
)
3,576
24
429
453
1,179
318
(311
)
1,186
386
648
17
(18
)
1,033
116
88
10
6
220
129
3
132
176
44
8
9
237
2,010
1,527
38
(314
)
3,261
258
70
29
(42
)
315
25
6
(10
)
21
(132
)
(78
)
(9
)
(12
)
(231
)
1
10
7
18
(106
)
(62
)
(9
)
(15
)
(192
)
152
8
20
(57
)
123
56
3
7
12
78
96
5
13
(69
)
45
(5
)
(5
)
$
96
$
5
$
13
$
(64
)
$
50
Table of Contents
Competitive
Regulated
Other and
Regulated
Energy
Independent
Reconciling
FirstEnergy
First Quarter 2010 Financial Results
Distribution
Services
Transmission
Adjustments
Consolidated
(In millions)
$
2,398
$
669
$
$
$
3,067
86
50
57
(28
)
165
674
(607
)
67
2,484
1,393
57
(635
)
3,299
334
334
1,395
450
(607
)
1,238
359
352
14
(24
)
701
104
77
9
3
193
209
3
212
154
37
7
7
205
2,221
1,250
33
(621
)
2,883
263
143
24
(14
)
416
26
1
(11
)
16
(125
)
(56
)
(5
)
(27
)
(213
)
1
23
17
41
(98
)
(32
)
(5
)
(21
)
(156
)
165
111
19
(35
)
260
62
42
7
111
103
69
12
(35
)
149
(6
)
(6
)
$
103
$
69
$
12
$
(29
)
$
155
Table of Contents
Changes Between First Quarter 2011
Competitive
Regulated
Other and
and First Quarter 2010 Financial
Regulated
Energy
Independent
Reconciling
FirstEnergy
Results Increase (Decrease)
Distribution
Services
Transmission
Adjustment
Consolidated
(In millions)
$
(223
)
$
493
$
$
$
270
7
42
10
(17
)
42
(331
)
296
(35
)
(216
)
204
10
279
277
24
95
119
(216
)
(132
)
296
(52
)
27
296
3
6
332
12
11
1
3
27
(80
)
(80
)
22
7
1
2
32
(211
)
277
5
307
378
(5
)
(73
)
5
(28
)
(101
)
(1
)
5
1
5
(7
)
(22
)
(4
)
15
(18
)
(13
)
(10
)
(23
)
(8
)
(30
)
(4
)
6
(36
)
(13
)
(103
)
1
(22
)
(137
)
(6
)
(39
)
12
(33
)
(7
)
(64
)
1
(34
)
(104
)
1
1
$
(7
)
$
(64
)
$
1
$
(35
)
$
(105
)
Table of Contents
Three Months
Ended March 31
Increase
Revenues by Type of Service
2011
2010
(Decrease)
(In millions)
$
909
$
883
$
26
873
1,178
(305
)
116
217
(101
)
989
1,395
(406
)
37
160
(123
)
58
46
12
1,993
2,484
(491
)
275
275
$
2,268
$
2,484
$
(216
)
Increase
Electric Distribution KWH Deliveries
2011
2010
(Decrease)
(in thousands)
10,638
10,455
1.8
%
7,929
7,953
(0.3
)%
8,841
8,351
5.9
%
130
129
0.8
%
27,538
26,888
2.4
%
3,540
31,078
26,888
15.6
%
Increase
Source of Change in Generation Revenues
(Decrease)
(In millions)
$
(382
)
77
(305
)
8
(109
)
(101
)
$
(406
)
Table of Contents
Increase
Source of Change in Purchased Power
(Decrease)
(In millions)
$
(186
)
188
2
36
(412
)
(376
)
18
(356
)
140
$
(216
)
Table of Contents
Three Months
Revenues by
Ended March 31
Increase
Transmission Asset Owner
2011
2010
(Decrease)
(In millions)
$
52
$
57
$
(5
)
14
14
1
1
$
67
$
57
$
10
Table of Contents
Three Months
Ended March 31
Increase
Revenues by Type of Service
2011
2010
(Decrease)
(In millions)
$
840
$
512
$
328
369
673
(304
)
96
91
5
26
17
9
32
67
(35
)
41
33
8
193
193
$
1,597
$
1,393
$
204
$
9
68
91
12
13
$
193
Three Months
Ended March 31
Increase
MWH Sales by Type of Service
2011
2010
(Decrease)
(In thousands)
9,671
5,854
65.2
%
4,310
2,732
57.8
%
5,714
13,276
(57.0
)%
1,113
898
23.9
%
2,636
23,444
22,760
3.0
%
145
812
284
1,395
2,636
Table of Contents
Table of Contents
March 31,
December 31,
Increase
Regulatory Assets
2011
2010
(Decrease)
(In millions)
$
385
$
400
$
(15
)
337
370
(33
)
84
72
12
460
513
(53
)
285
296
(11
)
179
163
16
354
12
342
$
2,084
$
1,826
$
258
*
Table of Contents
March 31,
December 31,
Increase
Regulatory Assets by Source
2011
2010
(Decrease)
(In millions)
$
592
$
770
$
(178
)
488
326
162
56
48
8
14
16
(2
)
(200
)
(184
)
(16
)
(220
)
(237
)
17
280
184
96
574
386
188
333
426
(93
)
167
91
76
$
2,084
$
1,826
$
258
Table of Contents
Currently Payable Long-term Debt
$
827
141
25
250
50
49
43
$
1,385
(1)
Available
Company
Type
Maturity
Commitment
Liquidity
(In millions)
Revolving
Aug. 2012
$
2,750
$
1,983
Revolving
Apr. 2013
250
247
Revolving
Various
1,050
1,000
Revolving
2013
910
475
Subtotal
$
4,960
$
3,705
Cash
1,134
Total
$
4,960
$
4,839
(1)
(2)
Table of Contents
Revolving
Regulatory and
Credit Facility
Other Short-Term
Borrower
Sub-Limit
Debt Limitations
(In millions)
$
2,750
$
(1)
1,000
(1)
500
500
50
33
(2)
250
(3)
500
250
(3)
500
425
411
(2)
250
300
(2)
250
300
(2)
50
(4)
50
(1)
(2)
(3)
(4)
Borrower
57.6
%
53.3
%
55.0
%
35.0
%
56.4
%
58.1
%
34.5
%
44.3
%
54.5
%
49.6
%
Table of Contents
Revolving
Credit Facility
Borrower
Sub-Limit
(In millions)
$
250
1,000
110
150
200
50
450
Aggregate LOC
Reimbursements of
LOC Bank
Amount
(1)
LOC Termination Date
LOC Draws Due
(In millions)
$
166
June 2014
June 2014
178
Beginning June 2012
Multiple dates
(2)
131
June 2012
6 months
152
March 2014
March 2014
60
April 2014
6 months
272
April 2014
April 2014
$
959
(1)
(2)
Table of Contents
Senior Secured
Senior Unsecured
Issuer
S&P
Moodys
Fitch
S&P
Moodys
Fitch
BB+
Baa3
BBB
BB+
Baa3
BBB-
BBB-
Baa2
BBB
BBB
Baa2
BBB
BBB-
Baa3
BBB-
BBB-
Baa3
BBB-
BBB-
Baa1
BBB
Baa1
BBB
BBB-
Baa3
BBB-
BBB-
Baa2
BBB+
BBB
A3
BBB+
BBB-
Baa2
BBB
BBB+
Baa1
BBB+
BBB-
Baa3
BBB-
BBB
A3
BBB+
BBB-
Baa2
BBB
BBB
A3
BBB+
BBB-
Baa2
BBB
BBB+
A3
BBB+
BBB+
Baa1
BBB+
BBB-
Baa3
BBB-
BBB
Baa1
BBB
BBB-
Baa2
BBB
BBB+
A3
BBB+
BBB-
Baa2
BBB-
Table of Contents
Three Months
Ended March 31
Increase
Operating Cash Flows
2011
2010
(Decrease)
(In millions)
$
45
$
149
$
(104
)
515
367
148
(157
)
(157
)
88
(10
)
98
$
491
$
506
$
(15
)
Three Months
Ended March 31
Securities Issued or Redeemed
2011
2010
(In millions)
150
60
7
$
217
$
(200
)
(20
)
(109
)
9
(30
)
100
$
(359
)
$
109
$
(214
)
$
(295
)
Table of Contents
Summary of Cash Flows
Property
Provided from (Used for) Investing Activities
Additions
Investments
Other
Total
(In millions)
$
(177
)
$
60
$
(9
)
$
(126
)
(214
)
(15
)
(8
)
(237
)
(27
)
(1
)
(28
)
(31
)
590
145
704
(22
)
(150
)
(172
)
$
(449
)
$
612
$
(22
)
$
141
$
(152
)
$
62
$
(6
)
$
(96
)
(329
)
(1
)
(330
)
(14
)
(1
)
(15
)
(13
)
(13
)
(22
)
(22
)
$
(508
)
$
40
$
(8
)
$
(476
)
2012-
2014-
Contractual Obligations
Total
2011
2013
2015
Thereafter
(In millions)
$
4,776
$
8
$
1,445
$
1,037
$
2,286
2,516
240
470
341
1,465
9,781
956
2,160
1,650
5,015
141
117
24
695
124
175
186
210
$
17,909
$
1,445
$
4,274
$
3,214
$
8,976
(1)
(2)
(3)
(4)
Table of Contents
Maximum
Guarantees and Other Assurances
Exposure
(In millions)
$
231
300
228
759
158
70
2,375
18
2,621
138
318
456
$
3,836
(1)
(2)
(3)
Collateral Provisions
FES
AE Supply
Utilities
Total
(In millions)
$
357
$
10
$
66
$
433
54
57
13
124
$
411
$
67
$
79
$
557
(1)
(2)
Table of Contents
Collateral Provisions
FES
AE Supply
Utilities
Total
(In millions)
$
420
$
8
$
66
$
494
60
56
13
129
$
480
$
64
$
79
$
623
(1)
(2)
Table of Contents
Source of Information-
Fair Value by Contract Year
2011
2012
2013
2014
2015
Thereafter
Total
(In millions)
$
$
$
$
$
$
$
(315
)
(152
)
(44
)
(36
)
(547
)
(11
)
19
106
114
$
(326
)
$
(152
)
$
(44
)
$
(36
)
$
19
$
106
$
(433
)
(1)
(2)
(3)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS
Three Months
Ended March 31
Increase
Revenues by Type of Service
2011
2010
(Decrease)
(In millions)
$
840
$
512
$
328
369
673
(304
)
96
91
5
26
17
9
32
67
(35
)
28
28
$
1,391
$
1,388
$
3
Three Months
Ended March 31
Increase
MWH Sales by Type of Service
2011
2010
(Decrease)
(In thousands)
9,671
5,854
65.2
%
4,310
2,732
57.8
%
5,714
13,276
(57.0
)%
1,113
898
23.9
%
20,808
22,760
(8.6
)%
Table of Contents
Table of Contents
Increase
Source of Change in Fuel and Purchased Power
(Decrease)
(In millions)
$
(22
)
31
9
6
6
32
(185
)
(153
)
20
(12
)
8
$
(130
)
Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS
Distribution KWH Deliveries
Increase
1.4
%
1.2
%
9.3
%
3.7
%
Distribution Revenues
Increase
(In millions)
$
7
1
2
$
10
Table of Contents
Retail Generation KWH Sales
Decrease
(33.0
)%
(43.2
)%
(16.3
)%
(32.0
)%
Retail Generation Revenues
Decrease
(In millions)
$
(85
)
(30
)
(12
)
$
(127
)
Increase
Expenses Changes
(Decrease)
(In millions)
$
(94
)
13
(29
)
2
$
(108
)
Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS
Distribution KWH Deliveries
Increase
2.3
%
3.1
%
0.9
%
2.1
%
Increase
Distribution Revenues
(Decrease)
(In millions)
$
7
(12
)
$
(5
)
Table of Contents
Retail Generation KWH Sales
Decrease
(48.4
)%
(48.3
)%
(62.8
)%
(53.3
)%
Retail Generation Revenues
Decrease
(In millions)
$
(46
)
(29
)
(26
)
$
(101
)
Increase
Expenses Changes
(Decrease)
(In millions)
$
(82
)
4
(22
)
2
$
(98
)
Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS
Increase
Distribution KWH Deliveries
(Decrease)
3.6
%
(2.3
)%
5.3
%
3.3
%
Increase
Distribution Revenues
(Decrease)
(In millions)
$
2
(1
)
1
$
2
Table of Contents
Retail Generation KWH Sales
Decrease
(28.5
)%
(49.5
)%
(13.1
)%
(24.0
)%
Retail Generation Revenues
Decrease
(In millions)
$
(10
)
(6
)
(9
)
$
(25
)
Increase
Expenses Changes
(Decrease)
(In millions)
$
(24
)
11
(3
)
1
$
(15
)
Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS
Increase
Distribution KWH Deliveries
(Decrease)
1.4
%
(3.4
)%
(2.0
)%
(1.1
)%
Distribution Revenues
Decrease
(In millions)
$
(5
)
(10
)
(2
)
$
(17
)
Table of Contents
Retail Generation KWH Sales
Decrease
(7.5
)%
(26.4
)%
(23.1
)%
(13.7
)%
Retail Generation Revenues
Decrease
(In millions)
$
(15
)
(29
)
(3
)
$
(47
)
Increase
Expenses Changes
(Decrease)
(In millions)
$
(44
)
(9
)
(3
)
12
1
$
(43
)
Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS
Distribution KWH Deliveries
Increase
3.4
%
2.5
%
5.8
%
4.1
%
Distribution Revenues
Decrease
(In millions)
$
(29
)
(17
)
(26
)
$
(72
)
Table of Contents
Increase
Retail Generation KWH Sales
(Decrease)
2.7
%
(34.1
)%
(80.0
)%
(34.5
)%
Increase
Retail Generation Revenues
(Decrease)
(In millions)
$
53
3
(38
)
$
18
Expenses Changes
Decrease
(In millions)
$
(50
)
(54
)
(17
)
$
(121
)
Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS
Increase
Distribution KWH Deliveries
(Decrease)
(0.2
)%
(3.0
)%
10.0
%
3.1
%
Increase
Distribution Revenues
(Decrease)
(In millions)
$
3
(5
)
3
$
1
Table of Contents
Retail Generation KWH Sales
Decrease
(0.4
)%
(38.3
)%
(78.5
)%
(39.1
)%
Increase
Retail Generation Revenues
(Decrease)
(In millions)
$
31
(9
)
(44
)
$
(22
)
Increase
Expenses Changes
(Decrease)
(In millions)
$
(71
)
(31
)
23
4
$
(75
)
Table of Contents
ITEM 3.
ITEM 4.
Table of Contents
133
134
135
136
137
ITEM 1.
ITEM 1A.
Table of Contents
ITEM 2.
Period
January
February
March
First Quarter
32,053
543,138
1,344,212
1,919,403
$
38.36
$
38.44
$
37.55
$
37.81
(a)
Table of Contents
ITEM 5.
Signal
Peak
22
13
$
1,892
*
Table of Contents
ITEM 6.
FirstEnergy
3.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
12
31.1
31.2
32
101
*
FES
10.1
12
31.1
31.2
32
OE
12
31.1
31.2
32
CEI
12
31.1
31.2
32
TE
12
31.1
31.2
32
Table of Contents
JCP&L
12
31.1
31.2
32
Met-Ed
12
31.1
31.2
32
Penelec
12
31.1
31.2
32
*
Table of Contents
138
FIRSTENERGY CORP.
FIRSTENERGY SOLUTIONS CORP.
OHIO EDISON COMPANY
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
THE TOLEDO EDISON COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
/s/ Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
JERSEY CENTRAL POWER & LIGHT COMPANY
/s/ K. Jon Taylor
Controller
(Principal Accounting Officer)
PAGE | ||||
|
||||
ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION
|
1 | |||
Section 1.01 Definitions
|
1 | |||
Section 1.02 Rules of Construction
|
13 | |||
|
||||
ARTICLE 2 PURCHASE AND SALE
|
14 | |||
Section 2.01 Purchase and Sale
|
14 | |||
Section 2.02 Excluded Assets
|
16 | |||
Section 2.03 Assumed Liabilities
|
17 | |||
Section 2.04 Excluded Liabilities
|
18 | |||
Section 2.05 Assignment of Contracts and Rights
|
18 | |||
Section 2.06 Purchase Price; Allocation of Purchase Price for Federal Taxes
|
19 | |||
Section 2.07 Closing
|
23 | |||
Section 2.08 Deliveries at Closing
|
24 | |||
|
||||
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER
|
25 | |||
Section 3.01 Corporate Existence and Power
|
25 | |||
Section 3.02 Corporate Authorization
|
25 | |||
Section 3.03 Governmental Authorization
|
25 | |||
Section 3.04 Noncontravention
|
26 | |||
Section 3.05 Finders Fees
|
26 | |||
Section 3.06 Required Consents
|
26 | |||
Section 3.07 Litigation
|
26 | |||
Section 3.08 Compliance with Laws
|
27 | |||
Section 3.09 Title to Purchased Assets
|
27 | |||
Section 3.10 Permits
|
27 | |||
Section 3.11 Environmental Matters
|
28 | |||
Section 3.12 Representations Complete
|
28 | |||
Section 3.13 Sellers Acknowledgement
|
29 | |||
|
||||
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER
|
29 | |||
Section 4.01 Corporate Existence and Power
|
29 | |||
Section 4.02 Corporate Authorization
|
29 | |||
Section 4.03 Governmental Authorization
|
29 | |||
Section 4.04 Noncontravention
|
30 | |||
Section 4.05 Finders Fees
|
30 | |||
Section 4.06 Litigation
|
30 | |||
Section 4.07 No Other Representations
|
30 | |||
Section 4.08 Representations Complete
|
30 | |||
Section 4.09 Buyers Acknowledgement
|
31 |
i
PAGE | ||||
|
||||
ARTICLE 5 COVENANTS OF SELLER
|
31 | |||
Section 5.01 Conduct Through the Closing
|
31 | |||
Section 5.02 Access to Information
|
31 | |||
Section 5.03 Further Assurances
|
33 | |||
Section 5.04 Emissions Allowances
|
33 | |||
Section 5.05 Exclusivity
|
33 | |||
|
||||
ARTICLE 6 COVENANTS OF BUYER
|
34 | |||
Section 6.01 Access
|
34 | |||
Section 6.02 Transition Proceedings
|
34 | |||
|
||||
ARTICLE 7 COVENANTS OF BUYER AND SELLER
|
35 | |||
Section 7.01 Reasonable Best Efforts
|
35 | |||
Section 7.02 Certain Actions
|
35 | |||
Section 7.03 Public Announcements
|
35 | |||
Section 7.04 Supplements to Seller Disclosure Schedule
|
36 | |||
Section 7.05 Antitrust Clearance
|
36 | |||
Section 7.06 Approvals
|
37 | |||
Section 7.07 Notices of Certain Events
|
38 | |||
Section 7.08 Certain Employee Matters
|
38 | |||
Section 7.09 Confidentiality
|
40 | |||
Section 7.10 Transfer of Capacity Rights
|
40 | |||
Section 7.11 Technical Arbitration
|
42 | |||
|
||||
ARTICLE 8 TAX MATTERS
|
43 | |||
Section 8.01 Tax Definitions
|
43 | |||
Section 8.02 Tax Cooperation; Allocation of Taxes
|
43 | |||
|
||||
ARTICLE 9 CONDITIONS TO CLOSING
|
45 | |||
Section 9.01 Conditions to Obligations of Buyer and Seller
|
45 | |||
Section 9.02 Conditions to Obligation of Buyer
|
45 | |||
Section 9.03 Conditions to Obligation of Seller
|
47 | |||
|
||||
ARTICLE 10 SURVIVAL; INDEMNIFICATION
|
48 | |||
Section 10.01 Survival
|
48 | |||
Section 10.02 Indemnification
|
48 | |||
Section 10.03 Procedures
|
50 | |||
Section 10.04 Calculation of Damages
|
52 | |||
Section 10.05 Assignment of Claims
|
53 | |||
Section 10.06 Exclusive Remedy; Mitigation
|
53 | |||
|
||||
ARTICLE 11 TERMINATION
|
54 | |||
Section 11.01 Grounds for Termination
|
54 | |||
Section 11.02 Effect of Termination
|
56 |
ii
PAGE | ||||
|
||||
ARTICLE 12 MISCELLANEOUS
|
57 | |||
Section 12.01 Notices
|
57 | |||
Section 12.02 Amendments and Waivers
|
59 | |||
Section 12.03 Expenses
|
59 | |||
Section 12.04 Successors and Assigns
|
59 | |||
Section 12.05 Governing Law
|
59 | |||
Section 12.06 Jurisdiction
|
60 | |||
Section 12.07 WAIVER OF JURY TRIAL
|
60 | |||
Section 12.08 Counterparts; Third Party Beneficiaries
|
60 | |||
Section 12.09 Entire Agreement
|
61 | |||
Section 12.10 Captions
|
61 | |||
Section 12.11 Severability
|
61 | |||
Section 12.12 Specific Performance
|
61 | |||
Section 12.13 Governmental Authorization
|
3 | |||
Section 12.14 Covenants of Seller Conduct of Business Through the Closing
|
2 |
iii
Exhibit A
|
Form of Assignment and Assumption Agreement | |||
|
||||
Exhibit B
|
Form of Bill of Sale | |||
|
||||
Exhibit C
|
Form of Limited Warranty Deed |
iv
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
FIRSTENERGY GENERATION CORP.
|
||||
By: | /s/ Mark T. Clark | |||
Mark T. Clark | ||||
Executive Vice President and Chief Financial Officer | ||||
AMERICAN MUNICIPAL POWER, INC.
|
||||
By: | /s/ Marc S. Gerken, P.E. | |||
Marc S. Gerken, P.E. | ||||
President/CEO | ||||
Approved as to Form and Attest:
|
||||
By: | /s/ John W. Bentine | |||
John W. Bentine | ||||
General Counsel | ||||
2
FIRSTENERGY GENERATION CORP. | ||||||||
|
||||||||
|
By: | |||||||
|
Name: | |||||||
|
||||||||
|
Title: | |||||||
|
||||||||
|
||||||||
AMERICAN MUNICIPAL POWER, INC. | ||||||||
|
||||||||
|
By: | |||||||
|
Name: | |||||||
|
||||||||
|
Title: | |||||||
|
FIRSTENERGY GENERATION CORP. | ||||||||
|
||||||||
|
By: | |||||||
|
Name: | |||||||
|
||||||||
|
Title: | |||||||
|
FIRST ENERGY GENERATION CORP., an Ohio corporation | ||||||||
|
||||||||
|
By: | |||||||
|
Name: | |||||||
|
||||||||
|
Title: | |||||||
|
STATE OF
|
§ | |
|
§ | |
COUNTY OF
|
§ |
|
||
|
Notary Public in and for the State of | |
|
||
My Commission Expires:
|
||
|
||
|
||
|
Notarys Printed Name | |
|
After recording this documents
should be returned to : |
||
|
||
|
||
|
||
|
||
|
||
|
2
1. | Commencing at a found Sandusky County monument box marking the West Quarter (W 1/4) post of Section Twenty (20), said point being on the centerline of County Road One Hundred Thirty-eight (138); |
2. | Thence, S 01 degree 22 minutes 48 seconds E Nine Hundred Fifty-nine and Forty-three Hundredths (959.43) feet along the centerline of County Road One Hundred Thirty-eight (138) to a set PK nail marking the POINT OF BEGINNING; . |
3. | Thence N 88 degrees 38 minutes 53 seconds E Two Hundred Five (205.00) feet to a set iron rod, passing at Twenty (20.00) feet a set iron rod on the East right-of-way of County Road One Hundred Thirty-eight (138); |
4. | Thence S 01 degree 22 minutes 48 seconds E Five Hundred Fifty (550.00) feet to a set iron rod; |
5. | Thence S 88 degrees 38 minutes 53 seconds W Two Hundred Five (205.00) feet along the North line of a parcel of land now or formerly owned by Joyce Myers (Vol. 411, Pg. 262) to a set PK nail on the centerline of County Road One Hundred Thirty-eight (138), passing at One Hundred Eighty-five (185.00) feet a set iron rod on the East right-of-way of County Road One Hundred Thirty-eight (138); |
6. | Thence N 01 degree 22 minutes 48 seconds W Five Hundred Fifty (550.00) feet along the centerline of County Road One Hundred Thirty-eight (138) to the POINT OF BEGINNING. |
2
3
4
5
6
7
8
1. | Taxes for the year 2011, and subsequent years not yet due or payable. |
2. | Oil and Gas Lease between Amelia Miarer, as lessor, and The Rich Oil Company, as lessee, recorded June 13, 1905, in Lease Volume 14, Page 473, and any subsequent instruments pertinent thereto. (Parcel No. 1; Month-to-Month) Affidavit of Non-Production recorded May 10, 2000, in Book 42, Page 640. |
3. | Oil and Gas Lease between Henry Miarer, as lessor, and The Rick Oil Co., as lessee, recorded June 13, 1095, in Lease volume 14, Page 475, and any subsequent instruments pertinent thereto. (Parcel No. 1; Month-to-Month) Affidavit of Non-Production recorded May 10, 2000 in Book 42, Page 640. |
4. | Easement granted to The Lake Erie Power and Light Division The Ohio Public Service Co. disclosed by instrument recorded in Deed Volume 148, Page 264 on April 25, 1938. (Parcel No. 1) |
5. | Rights of the public in and to that portion of the land lying within County Road 138. (Parcel No. 1) |
6. | Terms and conditions of Easement for drain tile from Ronald L. and Nancy F. Root to James R. Topel dated the 30th day of January 1967 and recorded January 31, 1967 at 8:45 a.m. in Volume 270, Page 943. (Parcel No. 2) |
7. | Easement for transmission lines from Richard C. Krueger and Judith recorded October 18, 1973 at 2:22 p.m. in Volume 300, Page 821, Sandusky County Recorders Office. (Parcel No. 2, Tract I) |
8. | Easement from Calpine Corporation to Toledo Edison Company dated May 18, 2004 and recorded June 1, 2004 at 1:15 p.m. in Volume 438, page 326, assigned Book 7, page 1929. (Parcel No. 2, Tract I) |
9. | Easement from Owen C. Smith and Evelyn M. Smith, husband and wife, to The Toledo Edison Company dated February 14, 1956 and recorded February 20, 1956 at 10:34 a.m. in Volume 223 at Page 561. (Parcel No. 2 Tracts II and III) |
10. | Easement for the purpose of providing natural gas for the facility from William A. Amor, et al. to East Ohio Gas Company dated June 7, 2001 and recorded June 15, 2001 at 10:46 a.m. in Volume 421 at Page 303. (Pt of SW 1/4 of Section 20, Sandusky Township). (Parcel No. 2 Tracts II and III) |
11. | Easement for pump station and sanitary sewer easement from Fremont Energy Center to the City of Fremont, Ohio dated January 2, 2002 and recorded May 10, 2002 at 2:07 p.m. in Book 426 at Page 815 (.3948 acres/Part of Outlot 421). (Parcel No. 2 Tracts II and III) |
12. | Easement from Calpine Corporation to Toledo Edison Company dated May 18, 2004 and recorded June 1, 2004 at 1:15 p.m. in Volume 438 at Page 326. (Pt of SW 1/4 of Section 20, Sandusky Township). Assigned in Volume 7, Page 1929. (Parcel No. 2 Tracts II and III) |
13. | Easement from Calpine Corporation to American Transmission Systems, Inc., dated January 13, 2005 and recorded February 15, 2005 at 2:13 p.m. in Official Record Book 7 at Page 1911. (Parcel No. 2 Tracts II and III) |
14. | Terms and Conditions of Easement at Volume 422, Page 408 Quit Claim Deed, dated August 16, 2001, recorded August 16, 2001 at 2:41 p.m., from Fremont Energy Center, L.L.C. to the Board of Park Commissioners of the Sandusky County Park District, 3.831 acres, being part of Outlot 420 in the city of Fremont, Ohio, reserving to Fremont Energy Center, L.L.C. prior easements Volume 422 at Page 260 and Volume 422 at Page 268. |
15. | Terms and Conditions of Easement at Volume 422, Page 260 Board of Park Commissioners of the Sandusky County Park District to Fremont Energy Center, L.L.C., dated August 8, 2001, recorded August 8, 2001 at 11 :45 a.m. Part of Outlot 420. |
16. | Terms and Conditions of Easement at Official Record Book 7, Page 1896 A limited warranty deed from Calpine Corporation to American Transmission Systems, Inc., 2.377 acres out of Fremont, Ohio Outlot 422, reserving to Calpine Corporation easements as described therein. |
17. | Terms and Conditions of Easement at Official Record Book 7, Page 1899. An easement agreement between the Toledo Edison Company and Calpine Corporation, dated January 13, 2005, recorded February 15, 2005, at 2:13 p.m. (Pt of SW 1/4. of Section 20, Sandusky Township). |
18. | Easement to The East Ohio Gas Company, D/B/A Dominion East Ohio of record in OR Book 86, Page 2810, Recorders Office, Sandusky Ohio. (Parcel 2, Tracts II and III) |
19. | Terms and conditions of that certain unrecorded Grant of Temporary Easements dated May 12, 2004, by and between Ronald L. Root and Nancy F. Root, husband and wife, as Grantors, and Calpine Fremont Energy Center, a Delaware limited liability company, as Grantee. |
2
20. | Taxes for the year 2011, and subsequent years not yet due or payable. |
21. | Oil and Gas Lease between Amelia Miarer, as lessor, and The Rich Oil Company, as lessee, recorded June 13, 1905, in Lease Volume 14, Page 473, and any subsequent instruments pertinent thereto. (Parcel No. 1; Month-to-Month) Affidavit of Non-Production recorded May 10, 2000, in Book 42, Page 640. |
22. | Oil and Gas Lease between Henry Miarer, as lessor, and The Rick Oil Co., as lessee, recorded June 13, 1095, in Lease volume 14, Page 475, and any subsequent instruments pertinent thereto. (Parcel No. 1; Month-to-Month) Affidavit of Non-Production recorded May 10, 2000 in Book 42, Page 640. |
23. | Easement granted to The Lake Erie Power and Light Division The Ohio Public Service Co. disclosed by instrument recorded in Deed Volume 148, Page 264 on April 25, 1938. (Parcel No. 1) |
24. | Rights of the public in and to that portion of the land lying within County Road 138. (Parcel No. 1) |
25. | Terms and conditions of Easement for drain tile from Ronald L. and Nancy F. Root to James R. Topel dated the 30th day of January 1967 and recorded January 31, 1967 at 8:45 a.m. in Volume 270, Page 943. (Parcel No. 2) |
26. | Easement for transmission lines from Richard C. Krueger and Judith recorded October 18, 1973 at 2:22 p.m. in Volume 300, Page 821, Sandusky County Recorders Office. (Parcel No. 2, Tract I) |
27. | Easement from Calpine Corporation to Toledo Edison Company dated May 18, 2004 and recorded June 1, 2004 at 1:15 p.m. in Volume 438, page 326, assigned Book 7, page 1929. (Parcel No. 2, Tract I) |
28. | Easement from Owen C. Smith and Evelyn M. Smith, husband and wife, to The Toledo Edison Company dated February 14, 1956 and recorded February 20, 1956 at 10:34 a.m. in Volume 223 at Page 561. (Parcel No. 2 Tracts II and III) |
29. | Easement for the purpose of providing natural gas for the facility from William A. Amor, et al. to East Ohio Gas Company dated June 7, 2001 and recorded June 15, 2001 at 10:46 a.m. in Volume 421 at Page 303. (Pt of SW 1/4 of Section 20, Sandusky Township). (Parcel No. 2 Tracts II and III) |
30. | Easement for pump station and sanitary sewer easement from Fremont Energy Center to the City of Fremont, Ohio dated January 2, 2002 and recorded May 10, 2002 at 2:07 p.m. in Book 426 at Page 815 (.3948 acres/Part of Outlot 421). (Parcel No. 2 Tracts II and III) |
31. | Easement from Calpine Corporation to Toledo Edison Company dated May 18, 2004 and recorded June 1, 2004 at 1:15 p.m. in Volume 438 at Page 326. (Pt of SW 1/4 of Section 20, Sandusky Township). Assigned in Volume 7, Page 1929. (Parcel No. 2 Tracts II and III) |
32. | Easement from Calpine Corporation to American Transmission Systems, Inc., dated January 13, 2005 and recorded February 15, 2005 at 2:13 p.m. in Official Record Book 7 at Page 1911. (Parcel No. 2 Tracts II and III) |
33. | Terms and Conditions of Easement at Volume 422, Page 408 Quit Claim Deed, dated August 16, 2001, recorded August 16, 2001 at 2:41 p.m., from Fremont Energy Center, L.L.C. to the Board of Park Commissioners of the Sandusky County Park District, 3.831 acres, being part of Outlot 420 in the city of Fremont, Ohio, reserving to Fremont Energy Center, L.L.C. prior easements Volume 422 at Page 260 and Volume 422 at Page 268. |
34. | Terms and Conditions of Easement at Volume 422, Page 260 Board of Park Commissioners of the Sandusky County Park District to Fremont Energy Center, L.L.C., dated August 8, 2001, recorded August 8, 2001 at 11 :45 a.m. Part of Outlot 420. |
35. | Terms and Conditions of Easement at Official Record Book 7, Page 1896 A limited warranty deed from Calpine Corporation to American Transmission Systems, Inc., 2.377 acres out of Fremont, Ohio Outlot 422, reserving to Calpine Corporation easements as described therein. |
36. | Terms and Conditions of Easement at Official Record Book 7, Page 1899. An easement agreement between the Toledo Edison Company and Calpine Corporation, dated January 13, 2005, recorded February 15, 2005, at 2:13 p.m. (Pt of SW 1/4. of Section 20, Sandusky Township). |
37. | Easement to The East Ohio Gas Company, D/B/A Dominion East Ohio of record in OR Book 86, Page 2810, Recorders Office, Sandusky Ohio. (Parcel 2, Tracts II and III) |
38. | Terms and conditions of that certain unrecorded Grant of Temporary Easements dated May 12, 2004, by and between Ronald L. Root and Nancy F. Root, husband and wife, as Grantors, and Calpine Fremont Energy Center, a Delaware limited liability company, as Grantee. |
39. | Official record Book 14, Page 2468 is the 55th Supplemental Indenture, dated April 1, 2005 from the Toledo Edison Company to J.P. Morgan Chase Bank, NA, recorded June 23, 2005 at 10:32 a.m. which is supplemental to Indenture of Mortgage and Deed of Trust dated as of April 1, 1947. Book 791, Page 832 54th Supplemental Indenture, dated as of September 1, 2004, recorded September 28, 2004 at 3:59 p.m. (to be released at Closing). |
40. | Book 739, Page 174 53rd Supplemental Indenture, dated April 1, 2003, recorded August 8, 2003 at 3:27 p.m. (to be released at Closing). |
41. | There are supplemental Indentures of record since the instrument dated April 1, 1947 all of which may encumber the interests in land of the Toledo Edison Company (to be released at Closing). |
42. | Liens under or pursuant to the Mortgage Indenture (to be released at Closing). |
43. | Liens under or pursuant to any letter of credit, reimbursement, revolving credit or term loan agreement (to be released at Closing). |
7. | Commencing at a found Sandusky County monument box marking the West Quarter (W 1/4) post of Section Twenty (20), said point being on the centerline of County Road One Hundred Thirty-eight (138); |
8. | Thence, S 01 degree 22 minutes 48 seconds E Nine Hundred Fifty-nine and Forty-three Hundredths (959.43) feet along the centerline of County Road One Hundred Thirty-eight (138) to a set PK nail marking the POINT OF BEGINNING; . |
9. | Thence N 88 degrees 38 minutes 53 seconds E Two Hundred Five (205.00) feet to a set iron rod, passing at Twenty (20.00) feet a set iron rod on the East right-of-way of County Road One Hundred Thirty-eight (138); |
10. | Thence S 01 degree 22 minutes 48 seconds E Five Hundred Fifty (550.00) feet to a set iron rod; |
11. | Thence S 88 degrees 38 minutes 53 seconds W Two Hundred Five (205.00) feet along the North line of a parcel of land now or formerly owned by Joyce Myers (Vol. 411, Pg. 262) to a set PK nail on the centerline of County Road One Hundred Thirty-eight (138), passing at One Hundred Eighty-five (185.00) feet a set iron rod on the East right-of-way of County Road One Hundred Thirty-eight (138); |
12. | Thence N 01 degree 22 minutes 48 seconds W Five Hundred Fifty (550.00) feet along the centerline of County Road One Hundred Thirty-eight (138) to the POINT OF BEGINNING. |
2
1. | Lease dated November 12, 2008, by and between FirstEnergy Generation Corp., as lessor, and Robert R. Krueger and Katherine M. Krueger, collectively as lessee. |
2. | Lease dated November 25, 2008, by and between FirstEnergy Generation Corp., as lessor, and Jay Thompson and Carrie Thompson, collectively as lessee. |
Equip. Tag No.
Equipment Name / Description
HOGGING EJECTOR
SILENCER
VACUUM DEAERATOR HOLDING EJECTOR
SECOND STAGE HOLDING EJECTOR
SECOND STAGE HOLDING EJECTOR
FIRST STAGE HOLDING EJECTOR
FIRST STAGE HOLDING EJECTOR
AFTER-CONDENSER
AQUEOUS AMMONIA STORAGE TANK
AMMONIA FORWARDING PUMP
AQUEOUS AMMONIA STORAGE TANK
AMMONIA FORWARDING PUMP
AUX SP STEAM DESUPERHEATER
AUX CR STEAM DESUPERHEATER
SPARGING STEAM DESUPERHEATER
HRSG BLOWDOWN TANK #1
HRSG BLOWDOWN TANK #2
BLOWDOWN DRAIN PUMP
BLOWDOWN DRAIN PUMP
FEEDWATER PUMP
FEEDWATER PUMP
FEEDWATER PUMP
FEEDWATER PUMP
UP BLEND TANK
DOWN BLEND TANK
IP PHOSPHATE TANK
PHOSPHATE FEED TANK
PHOSPHATE FEED TANK
PHOSPHATE METERING PUMP
PHOSPHATE METERING PUMP
PHOSPHATE METERING PUMP
PHOSPHATE METERING PUMP
PHOSPHATE METERING PUMP
PHOSPHATE METERING PUMP
HRSG 1 PHOSPHATE FEED PUMP
SPARE PHOSPHATE FEED PUMP
HRSG 2 PHOSPHATE FEED PUMP
HRSG #1 IP PHOSPHATE FEED PUMP
SPARE IP PHOSPHATE FEED PUMP
HRSG #2 IP PHOSPHATE FEED PUMP
SODIUM BISULFITE TOTE
SULFURIC ACID TOTE
ANITISCALANT TOTE
Equip. Tag No.
Equipment Name / Description
OXYGEN SCAVENGER TANK
OXYGEN SCAVENGER METERING PUMP
OXYGEN SCAVENGER METERING PUMP
NEUTRALIZING AMINE TANK
NEUTRALIZING AMINE METERING PUMP
NEUTRALIZING AMINE METERING PUMP
SODIUM HYPOCHLORITE TOTE
POLYMER TOTE
CLOSED CYCLE CW HEAT EXCHANGER
CLOSED CYCLE CW HEAT EXCHANGER
CLOSED CYCLE CW PUMP
CLOSED CYCLE COOLING WATER HEAD TANK
CLOSED CYCLE CW PUMP
CHEMICAL FEED TANK
STG LUBE OIL COOLER A
STG LUBE OIL COOLER B
STG GEN COOLER
STG GEN COOLER
SEAL OIL COOLER (AIR SIDE)
SEAL OIL COOLER (AIR SIDE)
SEAL OIL COOLER (H2 SIDE)
SEAL OIL COOLER (H2 SIDE)
STG GEN COOLER
STG GEN COOLER
CTG 2 LUBE OIL COOLER
CTG 2 GEN COOLER
CTG 2 GEN COOLER
CTG 2 GEN COOLER
CTG 2 GEN COOLER
CTG 1 GEN COOLER
CTG 1 GEN COOLER
CTG 1 GEN COOLER
CTG 1 GEN COOLER
CTG 1 GEN COOLER
CONDENSER
VACUUM DEAERATOR
CONDENSATE PUMP
CONDENSATE PUMP
CONDENSATE PUMP
GLAND STEAM CONDENSER
CONDENSATE STORAGE TANK
CONDENSATE FORWARDING PUMP
CONDENSATE FORWARDING PUMP
COOLING TOWER
Equip. Tag No.
Equipment Name / Description
AUXILIARY COOLING WATER PUMP
CIRCULATING WATER PUMP 1
CIRCULATING WATER PUMP 2
COOLING TOWER FAN 1
COOLING TOWER FAN 2
COOLING TOWER FAN 3
COOLING TOWER FAN 4
COOLING TOWER FAN 5
COOLING TOWER FAN 6
COOLING TOWER FAN 7
COOLING TOWER FAN 8
COOLING TOWER FAN 9
COOLING TOWER FAN 10
COOLING TOWER FAN 11
COOLING TOWER FAN 12
DEMINERALIZED WATER STORAGE TANK
TANK HEATER
CT 1 WASH WATER TANK
DEMINERALIZED WATER PUMP
CT 2 WASH WATER TANK
DEMINERALIZED WATER PUMP
DEMINERALIZED WATER SKID
FUEL GAS COMPRESSOR
FUEL GAS COMPRESSOR
GAS COMPRESSOR BY-PASS AIR COOLER
GAS COMPRESSOR BY-PASS AIR COOLER
PILOT GAS COOLER
PILOT GAS FILTER SEPARATOR
PILOT GAS FILTER SEPARATOR
DEW POINT HEATER
FUEL GAS HEATER #1
MAIN KO DRUM #1
MAIN FUEL GAS FILTER SEPARATOR
MAIN FUEL GAS FILTER SEPARATOR
DRAIN TANK
PILOT GAS COOLER
MAIN FUEL GAS FILTER SEPARATOR
MAIN FUEL GAS FILTER SEPARATOR
PILOT GAS FILTER SEPARATOR
PILOT GAS FILTER SEPARATOR
DEW POINT HEATER
MAIN FUEL GAS HTR. #2
MAIN KNOCKOUT DRUM #2
Equip. Tag No.
Equipment Name / Description
DRAIN TANK
DUCT BURNER SKID
DUCT BURNER SKID
MOTOR DRIVEN FIRE PUMP
JOCKEY PUMP
ENGINE DRIVEN FIRE PUMP
DIESEL TANK
HYDROGEN AUTOMATIC MANIFOLD
CO2 SUPPLY SKID
BLEED AIR COOLER
AIR/WATER SEPARATOR
COALESCING FILTER
AIR COMPRESSOR
PREFILTER
PREFILTER
INSTRUMENT AIR DRYER
INSTRUMENT AIR DRYER
AFTER FILTER
AFTER FILTER
INSTRUMENT AIR RECEIVER
SCR SYSTEM 1
HEAT RECOVERY STEAM GENERATOR 1
SCR SYSTEM 2
HEAT RECOVERY STEAM GENERATOR 2
UNIT 1 NITROGEN SKID
UNIT 2 NITROGEN SKID
SAFETY SHOWER LOOP CIRC PUMP
POTABLE WATER TANK
POTABLE WATER HEATER
SAFETY SHOWER LOOP HEATER
POTABLE WATER BOOSTER PUMP
POTABLE WATER BOOSTER PUMP
POTABLE WATER PUMP
KETTLE BOILER 1
KETTLE BOILER 2
LUBE OIL FILTER 1
CT INLET AIR FILTER 1
FUEL GAS FILTER SEPARATOR 1
STEAM TURBINE GENERATOR
CT GENERATOR
LUBE OIL HEAT EXCHANGER 1
AC LUBE OIL PUMP 1
CONTROL OIL PUMP 1
CT FOGGING SKID
CT STARTING PACKAGE
Equip. Tag No.
Equipment Name / Description
CT CONTROL OIL POWER UNIT
STEAM TURBINE
IP STEAM TURBINE
HP STEAM TURBINE
GLAND STEAM CONDENSER
LUBE OIL RESERVOIR
HYDRAULIC SUPPLY UNIT
CT TURNING GEAR
WATER WASH SKID 1
COMBUSTION TURBINE
LUBE OIL FILTER 2
FUEL GAS FILTER SEPARATOR 2
CT INLET AIR FILTER 2
CT GENERATOR
LUBE OIL HEAT EXCHANGER 2
AC LUBE OIL PUMP 2
CONTROL OIL PUMP 2
CT FOGGING SKID
CT STARTING PACKAGE
CT CONTROL OIL POWER UNIT
CT TURNING GEAR
WATER WASH SKID 2
COMBUSTION TURBINE
LUBE OIL FILTER 3
FUEL GAS FILTER SEPARATOR 3
LUBE OIL HEAT EXCHANGER 3
DC LUBE OIL PUMP 3
CONTROL OIL PUMP 3
LUBE OIL FILTER 4
FUEL GAS FILTER SEPARATOR 4
LUBE OIL HEAT EXCHANGER 4
AC LUBE OIL PUMP 4
CONTROL OIL PUMP 4
AC LUBE OIL PUMP 5
DC LUBE OIL PUMP 6
CT 1 OIL MIST ELIMINATOR
CT 2 OIL MIST ELIMINATOR
LOOP SEAL TANK
VAPOR EXTRACTOR ASSEMBLY
EMERGENCY SPRAY SKID
GENERATOR AUX CONTROL UNIT
SAMPLE ANALYSIS PANEL
CIRC WATER ANALYSIS PANEL
SAMPLE COOLER
SAMPLE COOLER
Equip. Tag No.
Equipment Name / Description
SAMPLE COOLER
SAMPLE COOLER
SAMPLE COOLER
SAMPLE COOLER
SAMPLE COOLER
SAMPLE COOLER
SAMPLE COOLER
SAMPLE COOLER
SAMPLE COOLER
SAMPLE COOLER
STEAM TURBINE DRAIN TANK
SEWAGE GRINDER PUMP
SEWAGE GRINDER PUMP
ONSITE SANITARY LIFT STATION SUMP
SEWAGE GRINDER PUMP
SEWAGE GRINDER PUMP
RAW/FIREWATER TANK HEATER
SERVICE WATER PUMP
RAW/FIREWATER STORAGE TANK
SERVICE WATER PUMP
SERVICE WATER BOOSTER PUMP
SERVICE WATER BOOSTER PUMP
ACID STORAGE TANK
ACID METERING PUMP
ACID METERING PUMP
SODIUM HYPOCHLORITE TANK
HYPOCHLORITE METERING PUMP
HYPOCHLORITE METERING PUMP
INHIBITOR MEASURING TANK
INHIBITOR TANK
INHIBITOR MIXER
INHIBITOR METERING PUMP
INHIBITOR METERING PUMP
DISPERSANT MEASURING TANK
DISPERSANT TANK
DISPERSANT METERING PUMP
DISPERSANT METERING PUMP
Equip. Tag No.
Equipment Name / Description
DISPERSANT MIXER
CT #2 AREA SUMP PUMP
CT #2 AREA SUMP PUMP
CT #1 AREA SUMP PUMP
CT #1 AREA SUMP PUMP
OIL/WATER SEPARATOR
PLANT WASTE WATER PUMP
PLANT WASTE WATER PUMP
COOLING TWR CHEM FEED BLDG SUMP PUMP
COOLING TWR CHEM FEED BLDG SUMP PUMP
FILTER BACKWASH SUMP PUMP
FILTER BACKWASH SUMP PUMP
CORROSIVE DRAINS SUMP PUMP
CORROSIVE DRAINS SUMP PUMP
AEROPAC AIR COOLED GENERATOR
HYDROGEN INNER-COOLED GENERATOR
1. | Large Generator Interconnection Agreement by and between FirstEnergy Generation Corp. and American Transmission Systems Incorporated dated as of September 25, 2008. |
2. | Water Supply and Wastewater Treatment Agreement by and between Fremont Energy Center, LLC and The City of Fremont, Sandusky County, Ohio dated as of August 17, 2001. |
3. | Firm Transportation Service Agreement by and between Panhandle Eastern Pipe Line Company, LP and FirstEnergy Solutions Corp. dated as of July 26, 2005. |
4. | Enhanced Firm Transportation Service Agreement by and between Panhandle Eastern Pipe Line Company, LP and FirstEnergy Solutions Corp. dated as of October 30, 2006. |
5. | Firm Transportation Service Agreement by and between Panhandle Eastern Pipe Line Company, LP and FirstEnergy Solutions Corp. dated as of November 19, 2008. |
6. | Firm Transportation Service Agreement by and between Trunkline Gas Company, LLC and FirstEnergy Solutions Corp. dated as of November 19, 2008. |
7. | Service Agreement (DTS Rate Schedule) by and between The East Ohio Gas Company dba Dominion East Ohio and FirstEnergy Solutions Corp. dated as of July 10, 2010. |
8. | Purchase Order 239 by and between Airgas Specialty Products and FirstEnergy Generation Corp. dated as of September 2, 2010. |
9. | Interruptible Transportation Agreement by and between The East Ohio Gas Company dba Dominion East Ohio and FirstEnergy Solutions Corp. dated as of July 1, 2010. |
10. | Enterprise Zone Agreement by and between Fremont Energy Center, LLC and the City of Fremont dated as of June 7, 2001 (amended by the First Amendment to the Fremont Energy Center LLC Enterprise Zone Agreement dated as of May 2, 2006 and amended by the Second Amendment to the Fremont Energy Center LLC Enterprise Zone Agreement by and between City of Fremont and Calpine Corporation dated as of April 30, 2007). |
11. | Amended Facilities Agreement by and between Ohio Power Company and Fremont Energy Center, LLC dated as of November 6, 2001. |
12. | Aqua Ammonia Supply Agreement by and between Airgas Specialty Products and FirstEnergy Generation Corp. dated as of September 2, 2010. |
1. | Inventories of chemicals and gases, supplies, materials and spares located at the Real Property. |
Quantity
Description
Siemens DCS
6600
7
7
2
10
5
500
1
5000
7
1
6600
7
PLC Allen Bradley
1
1
2
1
2
Automation Direct
1
PI System
10,0000
1
Alarm Management System LogMate Suite
1
TiPSView Suite
100
100
Miscellaneous
1. | Ohio Environmental Protection Agency, Permit-to-Install, August 9, 2001 |
2. | Ohio Environmental Protection Agency, Permit-to-Install Administrative Modification, June 7, 2010 |
3. | Ohio Environmental Protection Agency, Title IV Acid Rain Permit, issued September 20, 2001, renewed June 29, 2010 |
4. | Permit-by-Rule, Electrical Generator, April 14, 2010 |
5. | Permit-by-Rule, Firefighting Water Pump, April 14, 2010 |
6. | Ohio Environmental Protection Agency, Permit-to-Install (Wastewater Permit), August 17, 2001 |
7. | Water Supply and Wastewater Treatment Agreement by and between Fremont Energy Center, LLC and The City of Fremont, Sandusky County, Ohio, dated as of August 17, 2001 |
8. | NPDES Stormwater General Permit Associated with Industrial Activities, April 26, 2010 |
9. | Ohio Power Siting Board, Certificate of Environmental Compatibility and Public Need, May 21, 2001 |
10. | Federal Communications Commission wireless license number WQNF469 |
1. | The credit referred to in Section 3.2(d) of the Amended Facilities Agreement by and between Ohio Power Company and Fremont Energy Center, LLC, dated as of November 6, 2001 |
2. | Construction Trailer Communication Equipment | |
3. | Temporary Construction Gate | |
4. | Light Duty Truck | |
5. | Global Mark Industrial Label Maker | |
6. | Vision Engraving System Series 3 | |
7. | Vision Engraving System 1612 Engraving table | |
8. | Magnifier Lamp Model LM749-90 | |
9. | 2 Motorola 6 stall radio base with radios | |
10. | Individual Motorola Portable Radios and Bases | |
11. | Burton L-2000 Optical Examination Machine |
1. | The granting of early termination or the expiration of the applicable waiting period under the HSR Act, if applicable. |
2. | Federal Energy Regulatory Commission authorization pursuant to Section 203 of the Federal Power Act |
3. | Ohio Power Siting Board with respect to the Certificate of Environmental Compatibility and Public Need, May 21, 2001 |
4. | Approval of Governmental Bodies for the transfer of the Permits set forth on Section 2.01(i) of the Seller Disclosure Schedules |
1. |
The matters set forth in Section 9.03(d) of the Asset Purchase Agreement.
|
|
2. | The matters set forth in Section 9.03(e) of the Asset Purchase Agreement. |
3. | The matters set forth on Section 3.03 of the Seller Disclosure Schedules. |
1. | Aqua Ammonia Supply Agreement by and between Airgas Specialty Products and FirstEnergy Generation Corp. dated as of September 2, 2010. |
2. | Enhanced Firm Transportation Service Agreement by and between Panhandle Eastern Pipe Line Company, LP and FirstEnergy Solutions Corp. dated as of October 30, 2006. |
3. | Firm Transportation Service Agreement by and between Panhandle Eastern Pipe Line Company, LP and FirstEnergy Solutions Corp. dated as of July 26, 2005. |
4. | Firm Transportation Service Agreement by and between Panhandle Eastern Pipe Line Company, LP and FirstEnergy Solutions Corp. dated as of November 19, 2008. |
5. | Firm Transportation Service Agreement by and between Trunkline Gas Company, LLC and FirstEnergy Solutions Corp. dated as of November 19, 2008. |
6. | Water Supply and Wastewater Treatment Agreement by and between Fremont Energy Center, LLC and The City of Fremont, Sandusky County, Ohio dated as of August 17, 2001. |
7. | Service Agreement (DTS Rate Schedule) by and between The East Ohio Gas Company dba Dominion East Ohio and FirstEnergy Solutions Corp. dated as of July 10, 2010. |
8. | Large Generator Interconnection Agreement by and between FirstEnergy Generation Corp. and American Transmission Systems Incorporated dated as of September 25, 2008. |
9. | Interruptible Transportation Agreement by and between The East Ohio Gas Company dba Dominion East Ohio and FirstEnergy Solutions Corp. dated as of July 1, 2010. |
10. | Amended Facilities Agreement by and between Ohio Power Company and Fremont Energy Center, LLC dated as of November 6, 2001. |
11. | Enterprise Zone Agreement by and between Fremont Energy Center, LLC and the City of Fremont dated as of June 7, 2001 (amended by the First Amendment to the Fremont Energy Center LLC Enterprise Zone Agreement dated as of May 2, 2006 and amended by the Second Amendment to the Fremont Energy Center LLC Enterprise Zone Agreement by and between City of Fremont and Calpine Corporation dated as of April 30, 2007). |
12. | The matters set forth in Section 3.04 of the Seller Disclosure Schedule. |
1. | Ohio Environmental Protection Agency, Permit-to-Install, August 9, 2001 |
2. | Ohio Environmental Protection Agency, Permit-to-Install Administrative Modification, June 7, 2010 |
3. | Ohio Environmental Protection Agency, Title IV Acid Rain Permit, issued September 20, 2001, renewed June 29, 2010 |
4. | Permit-by-Rule, Electrical Generator, April 14, 2010 |
5. | Permit-by-Rule, Firefighting Water Pump, April 14, 2010 |
6. | Ohio Environmental Protection Agency, Permit-to-Install (Wastewater Permit), August 17, 2001 |
7. | City of Fremont, Wastewater Contribution Permit (in draft), September 1, 2010 |
8. | Water Supply and Wastewater Treatment Agreement by and between Fremont Energy Center, LLC and The City of Fremont, Sandusky County, Ohio, dated as of August 17, 2001 |
9. | NPDES Stormwater General Permit Associated with Industrial Activities, April 26, 2010 |
10. | Ohio Power Siting Board, Certificate of Environmental Compatibility and Public Need, May 21, 2001 |
11. | Federal Aviation Administration, Notice to Construct, Determination of No Hazard issued March 6, 2001 for stacks and July 31, 2001 for cranes |
12. | Army Corps of Engineers, Clean Water Act Section 404 Permit, Determination of No Jurisdiction issued March 1, 2001 |
13. | U.S. Department of Agriculture Natural Resources Conservation Service, Prior Converted Cropland Determination, August 22, 2000 |
14. | U.S. Fish and Wildlife Service, Protected Species Review, September 14, 2000 |
15. | Ohio Department of Transportation Aviation, Construction/Alteration Permit, Determination of No Jurisdiction issued February 15, 2001 |
16. | Ohio Historic Preservation Office, Section 106 Historic Preservation Approval, April 26, 2001 |
17. | Ohio Department of Natural Resources, Protected Species Approval, April 4, 2000 |
18. | Conditionally-Exempt Small Quantity Generator ID # OHR000136713 |
19. | Spill Prevention Control and Countermeasure Plan, April 2003, Updated September 2006 |
20. | It has been requested from the United States Environmental Protection Agency that the 180-calendar-day requirement for CEMS certification tests, pursuant to 40 CFR 75(b)(2), be waived with regard to the October 2010 synchronization events and that the Generating Facility be allowed to complete certification tests 90 operating days after the initial startup after completing construction of both CT01 and CT02. |
21. | Federal Communications Commission wireless license number WQNF469 |
1. | Hydraulic fluid spill from a ruptured hose on the large ringer crane in 2003. |
2. | It has been requested from the United States Environmental Protection Agency that the 180-calendar-day requirement for CEMS certification tests, pursuant to 40 CFR 75(b)(2), be waived with regard to the October 2010 synchronization events and that the Generating Facility be allowed to complete certification tests 90 operating days after the initial startup after completing construction of both CT01 and CT02. |
1. | General Terms and Conditions for Procurement and Construction of Fremont Energy Center by and between FirstEnergy Generation Corp. and Aker Construction, Inc. dated as of July 31, 2008. |
2. | General Terms and Conditions for Procurement and Construction of Fremont Energy Center by and between FirstEnergy Generation Corp. and Dunbar Mechanical, Inc. dated as of July 31, 2008. |
3. | General Terms and Conditions for Procurement and Construction of Fremont Energy Center by and between FirstEnergy Generation Corp. and Lake Erie Electric of Toledo, Inc. dated as of July 31, 2008. |
4. | Amended and Restated Construction and Reimbursement Agreement by and among Fremont Energy Center, LLC, Calpine Corporation and The East Ohio Gas Company dba Dominion East Ohio dated as of November 14, 2003. |
5. | Preliminary Services Agreement by and between FirstEnergy Generation Corp. and AKER Construction, Inc. |
6. | Purchase Order 45276242 by and between Siemens Power Generation, Inc. and FirstEnergy Service Company dated as of August 1, 2008. |
7. | Purchase Order 45286209 by and between Pic Group Incorporated and FirstEnergy Service Company dated as of November 10, 2008. |
8. | Change to Purchase Order 45286209 by and between Pic Group Incorporated and FirstEnergy Service Company dated as of November 10, 2008. |
9. | Work Order Ticket 910619 by and between Air Technologies and Seller dated as of June 6, 2008. |
10. | Condenser Inspection Ticket 01-6130 by and between SPX Heat Transfer and Seller dated as of March 1, 2010. |
11. | Fire Pump Assessment by and between Fire-Tech, Inc. and Seller dated as of July 11, 2008. |
12. | Service order R041847C by and between UE Compression and Seller dated as of August 29, 2008. |
13. | Quote and Order Form GPIQ1882 by and between UE Compression and Seller dated as of August 4, 2008. |
14. | Agreement by and among The Toledo Edison Company, FirstEnergy Nuclear Operating Company, and FirstEnergy Generation Corp. and LOCAL UNION NO. 245 of the International Brotherhood of Electrical Workers dated as of November 8, 2007. |
15. | Stipulation of Contract Extension by and among The Toledo Edison Company, FirstEnergy Nuclear Operating Company, FirstEnergy Generation Corp., and First Energy Service Company and LOCAL UNION NO. 245 of the International Brotherhood of Electrical Workers, A.F.L.- CIO dated as of July 1, 2009. |
16. | Memorandum of Understanding by and between FirstEnergy Generation Corp. and LOCAL 245 of the International Brotherhood of Electrical Workers dated as of January 25, 2010. |
17. | Memorandum of Understanding by and between FirstEnergy Generation Corp. and UWUA Local 351 dated as of May 4, 2010. |
18. | The Water Supply and Wastewater Treatment Agreement by and between Fremont Energy Center, LLC and The City of Fremont, Sandusky County, Ohio, dated as of August 17, 2001, may be amended prior to Closing to address matters including water use charges and wastewater charges. |
1. | Federal Communications Commission wireless license number WQNF469. |
(i) | On June 15, 2011 Buyer notifies Seller that the relevant date pursuant to Section 11.01(b) shall be changed to July 15, 2011; |
(ii) | On June 25th, 2011 Seller delivers a Seller Notification to Buyer; and |
(iii) | On August 1, 2011 the Technical Arbitrator renders a final decision, then the earliest date any Party could deliver a notice of termination (if otherwise entitled) pursuant to Section 11.01(b) would be August 20, 2011 (with the 20 days between the date of delivery of Seller Notification and the then-applicable date pursuant to Section 11.01(b) being added to the date that the Technical Arbitrator rendered a final decision). |
1. | Federal Energy Regulatory Commission authorization pursuant to Section 203 of the Federal Power Act |
2. | Ohio Power Siting Board with respect to the Certificate of Environmental Compatibility and Public Need, May 21, 2001. |
1. | Firm Transportation Service Agreement by and between Panhandle Eastern Pipe Line Company, LP and FirstEnergy Solutions Corp. dated as of July 26, 2005. |
2. | Firm Transportation Service Agreement by and between Panhandle Eastern Pipe Line Company, LP and FirstEnergy Solutions Corp. dated as of November 19, 2008. |
3. | Firm Transportation Service Agreement by and between Trunkline Gas Company, LLC and FirstEnergy Solutions Corp. dated as of November 19, 2008. |
4. | Water Supply and Wastewater Treatment Agreement by and between Fremont Energy Center, LLC and The City of Fremont, Sandusky County, Ohio dated as of August 17, 2001. |
5. | Service Agreement (DTS Rate Schedule) by and between The East Ohio Gas Company dba Dominion East Ohio and FirstEnergy Solutions Corp. dated as of July 10, 2010. |
6. | Large Generator Interconnection Agreement by and between FirstEnergy Generation Corp. and American Transmission Systems Incorporated dated as of September 25, 2008. |
7. | Interruptible Transportation Agreement by and between The East Ohio Gas Company dba Dominion East Ohio and FirstEnergy Solutions Corp. dated as of July 1, 2010. |
8. | Enterprise Zone Agreement by and between Fremont Energy Center, LLC and the City of Fremont dated as of June 7, 2001 (amended by the First Amendment to the Fremont Energy Center LLC Enterprise Zone Agreement dated as of May 2, 2006 and amended by the Second Amendment to the Fremont Energy Center LLC Enterprise Zone Agreement by and between City of Fremont and Calpine Corporation dated as of April 30, 2007). |
i. |
Any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a
conversion privilege);
|
||
ii. |
Any acquisition by the Company;
|
iii. |
Any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company; or
|
iv. |
Any acquisition by any
corporation pursuant to a reorganization, merger, or
consolidation (collectively a Reorganization for purposes of
this Subsection 2.8(x) if, following such Reorganization, the
conditions described in (c)(i), (c)(ii), and (c)(iii) of this
Section 2.8(x) are satisfied;
|
2
i. |
More than seventy-five percent
(75%) of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Reorganization or
acquisition of such assets and the combined voting power of the
then-outstanding voting securities of such resulting or
acquiring corporation entitled to vote generally in the election
of Directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Reorganization, or sale or other
disposition of assets in substantially the same proportions as
their ownership, immediately prior to such Reorganization, or
sale or other disposition of assets, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the
case may be;
|
ii. |
No Person (excluding the Company,
any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Reorganization, or sale or
other disposition of assets, and any Person beneficially owning,
immediately prior to such Reorganization, or sale or other
disposition of assets, directly or indirectly, twenty-five
percent (25%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty-five percent
(25%) or more of, respectively, the then-outstanding shares of
common stock of the corporation resulting from such
Reorganization or acquiring such assets, or the combined voting
power of the then-outstanding voting securities of such
resulting or acquiring corporation that are entitled to vote
generally in the election of directors; and
|
iii. |
At least a majority of the
members of the board of directors of the corporation resulting
from such Reorganization or acquisition of such assets were
members of the Incumbent Board at the time of the execution of
the initial agreement providing for such Reorganization, or sale
or other disposition of assets; or
|
3
i. |
Any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a
conversion privilege, unless the security being so converted was
itself acquired directly from the Company);
|
||
ii. |
Any acquisition by the Company;
|
iii. |
Any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company; or
|
iv. |
Any acquisition pursuant to a
reorganization, merger, or consolidation involving the Company
or any direct or indirect wholly-owned subsidiary of the
Company, whether or not the Company is the surviving corporation
in such transaction (any of the foregoing, a Reorganization
for purposes of this Section 2.8(y)), if, following such
Reorganization, the conditions described in paragraph (y)(c)
below are satisfied;
|
4
i. |
The Outstanding Company Voting
Securities immediately prior to such Major Corporate Event
represent (either by remaining outstanding or by converting into
or being exchanged for voting securities of the surviving
corporation) at least sixty percent (60%) of the combined voting
power of the surviving corporation (including a corporation
which, as a result of such Major Corporate Event, owns the
Company or all or substantially all of the assets of the
Company) outstanding immediately after such Major Corporate
Event;
|
ii. |
No Person (excluding the Company,
any employee benefit plan (or related trust) of the Company or
the resulting or acquiring corporation resulting from such Major
Corporate Event, and any Person beneficially owning, immediately
prior to such Major Corporate Event, directly or indirectly,
twenty-five percent (25%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the
case may be) beneficially owns, directly or indirectly,
immediately after consummation of such Major Corporate Event,
twenty-five percent (25%) or more of, respectively, the
then-outstanding shares of common stock of the resulting or
acquiring corporation in such
Major Corporate Event, or the combined voting power of the
then-outstanding voting securities of such resulting or
acquiring corporation that are entitled to vote generally in
the election of directors; and
|
iii. |
At least a majority of the
members of the board of directors of the corporation resulting
from such Major Corporate Event were members of the Incumbent
Board at the time of the execution of the initial agreement
providing for such Major Corporate Event; or
|
5
FIRSTENERGY CORP.
|
||||
By: | /s/ Anthony J. Alexander | |||
Anthony J. Alexander, | ||||
President and Chief Executive
Officer of FirstEnergy Corp. |
6
2
3
4
5
FIRSTENERGY CORP.
|
||||
By: | /s/ Anthony J. Alexander | |||
Anthony J. Alexander, | ||||
President and Chief Executive
Officer of FirstEnergy Corp. |
6
2
3
4
5
FIRSTENERGY CORP.
|
||||
By: | /s/ Anthony J. Alexander | |||
Anthony J. Alexander, | ||||
President and Chief Executive
Officer of FirstEnergy Corp. |
6
2
3
4
5
FIRSTENERGY CORP.
|
||||
By: | /s/ Anthony J. Alexander | |||
Anthony J. Alexander, | ||||
President and Chief Executive
Officer of FirstEnergy Corp. |
6
(i) |
committed and been convicted of a criminal violation
involving fraud, embezzlement or theft in connection with his or her duties
or in the course of his or her employment with the Company, an Affiliate or
any Subsidiary;
|
(ii) |
committed intentional wrongful damage to property of the
Company, an Affiliate or any Subsidiary;
|
(iii) |
committed intentional wrongful disclosure of secret
processes or confidential information of the Company, an Affiliate or any
Subsidiary;
|
(iv) |
committed intentional wrongful competition with Company, an
Affiliate or any Subsidiary as set forth in Article Seven below; or
|
(v) |
committed gross negligence in the performance of his or her
material duties to the Company, an Affiliate or any Subsidiary;
|
2
(a) |
An acquisition by any Person, directly or indirectly, of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) immediately after which such Person has beneficial ownership
of twenty-five percent (25%) or more of either: (i) the then-outstanding
shares of common stock of the Company (the Outstanding Company Common
Stock), or (ii) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of
Directors (the Outstanding Company Voting Securities); provided, however,
that the following acquisitions of beneficial ownership of Outstanding
Company Common Stock or Outstanding Company Voting Securities shall not
constitute a Change in Control:
|
(i) |
Any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion
privilege, unless the security being so converted was itself acquired
directly from the Company);
|
||
(ii) |
Any acquisition by the Company;
|
(iii) |
Any acquisition by an employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or
|
(iv) |
Any acquisition pursuant to a reorganization,
merger, or consolidation involving the Company or any direct or
indirect wholly-owned subsidiary of the Company, whether or not the
Company is the surviving corporation in such transaction (any of the
foregoing, a Reorganization), if, following such Reorganization, the
conditions described in paragraph (c) herein are satisfied;
|
(b) |
Individuals who, as of the Effective Date, constitute the Board
(the Incumbent Board) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a Director
subsequent to the Effective Date whose election, or nomination for election by
the Companys shareholders, is approved by a vote of at least a majority of the
Directors then comprising the Incumbent Board shall be considered as a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (within the meaning of solicitations subject to
Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act or any
successor rule) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
|
3
(c) |
Consummation of a (A) Reorganization or (B) sale or disposition
of all or substantially all of the assets of the Company in one transaction or
a series of related transactions (determined on a consolidated basis), other
than in
connection with a sale-leaseback or other arrangement resulting in the
continued utilization of such assets by the Company (a Major Asset
Disposition), unless in each case following such Reorganization or Major
Asset Disposition (either, a Major Corporate Event) each of the following
conditions is met:
|
(i) |
The Outstanding Company Voting Securities
immediately prior to such Major Corporate Event represent (either by
remaining outstanding or by converting into or being exchanged for
voting securities of the surviving corporation) at least sixty percent
(60%) of the combined voting power of the surviving corporation
(including a corporation which, as a result of such Major Corporate
Event, owns the Company or all or substantially all of the assets of
the Company) outstanding immediately after such Major Corporate Event;
|
(ii) |
No Person (excluding the Company, any employee
benefit plan (or related trust) of the Company or the resulting or
acquiring corporation resulting from such Major Corporate Event, and
any Person beneficially owning, immediately prior to such Major
Corporate Event, directly or indirectly, twenty-five percent (25%) or
more of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, immediately after consummation of such Major Corporate
Event, twenty-five percent (25%) or more of, respectively, the
then-outstanding shares of common stock of the resulting or acquiring
corporation in such Major Corporate Event, or the combined voting power
of the then-outstanding voting securities of such resulting or
acquiring corporation that are entitled to vote generally in the
election of directors; and
|
(iii) |
At least a majority of the members of the
board of directors of the corporation resulting from such Major
Corporate Event were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such Major Corporate
Event; or
|
(d) |
Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
|
4
(1) |
Director means a member of the Board.
|
||
(2) |
Effective Date means January 1, 2011.
|
(3) |
Exchange Act means the Securities Exchange
Act of 1934, as amended from time to time, or any successor thereto.
|
(4) |
Person shall have the meaning ascribed to
such term in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d) and 14(d) thereof, including a group as defined in
Section 13(d) thereof.
|
5
(1) |
a material diminution in the Participants Base Compensation;
|
(2) |
a material diminution in the Participants authority, duties or responsibilities;
|
(3) |
a material diminution in the authority, duties or responsibilities of
the supervisor to whom the Participant is required to report, including a
requirement that the Participant report to a corporate officer or employee instead
of reporting directly to the Board if the Participant reported to the Board
directly immediately before a Change in Control;
|
||
(4) |
a material diminution in the budget over which the Participant retains authority;
|
(5) |
a material change in the geographic location at which the Participant
must perform services and, for purposes of this paragraph (5), any reassignment
which results in your current residence to your new reporting location being at
least fifty (50) miles farther than your current residence to your previous
reporting location is considered material; and
|
(6) |
any other action or inaction that constitutes a material breach by the
Company of any employment agreement under which the Participant provides services;
|
(A) |
the Participant has provided notice to the Company of the
existence of one or more of the conditions listed in (1) through (6) above
within 90 days after the initial occurrence of such condition or conditions;
and
|
(B) |
such condition or conditions have not been cured by the
Company within 30 days after receipt of such notice.
|
6
(a) |
Any Person, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, delivers to the
Company a statement containing the information required by Schedule 13D under
the Exchange Act, or any amendment to any such statement (or the Company
becomes aware that any such statement or amendment has been filed with the
Securities and Exchange Commission pursuant to applicable Rules under the
Exchange Act), that shows that such Person has acquired, directly or
indirectly, the beneficial ownership of:
|
(1) |
more than twenty percent (20%) of any class of
equity security of the Company entitled to vote as a single class in
the election or removal from office of directors, or
|
(2) |
more than twenty percent (20%) of the voting
power of any group of classes of equity securities of the Company
entitled to vote as a single class in the election or removal from
office of directors;
|
(b) |
The Company becomes aware that preliminary or definitive copies
of a proxy statement and information statement or other information have been
filed with the Securities and Exchange Commission pursuant to Rule 14a-6, Rule
14c-5 or Rule 14f-1 under the Exchange Act relating to a Potential Change in
Control of the Company;
|
(c) |
Any Person delivers a Tender Offer Statement relating to Voting
Securities of the Company (or the Company becomes aware that any such statement
has been filed with the Securities and Exchange Commission pursuant to
applicable Rules under the Exchange Act) to the Company pursuant to Rule 14d-3
under the Exchange Act;
|
(d) |
Any Person (other than the Company) publicly announces an
intention to take actions which if consummated would constitute a Change in
Control;
|
(e) |
The Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control;
|
(f) |
The Board approves a proposal which, if consummated, would
constitute a Change in Control; or
|
(g) |
The Board adopts a resolution indicating that, for purposes of
this Plan, a Potential Change in Control has occurred.
|
7
(1) |
Exchange Act means the Securities Exchange
Act of 1934, as amended from time to time, or any successor thereto.
|
(2) |
Person shall have the meaning ascribed to
such term in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d) and 14(d) thereof, including a group as defined in
Section 13(d) thereof.
|
8
(a) |
Subject to Section 3.3(c), the term of this Plan shall commence
immediately as of January 1, 2011, or, if later, upon a Participants
participation commencement date, and continue until December 31, 2013. Once a
Participant commences participation in this Plan, this Plan shall supersede in
its entirety the terms of any prior change in control severance program or
agreement applicable to Participants of a like or similar nature. Such former
agreements will then be considered null and void as of the
date on which term of the Plan commences, as described in the preceding
sentence.
|
9
(b) |
Subject to Subsection 3.3(c) below, the Plan shall be reviewed
annually commencing in 2012 by the Board at a regular meeting held between
September 1 and December 31 of each year. At such annual review, the Board
shall consider whether or not to extend the term of the Plan for an additional
year. Unless the Board affirmatively votes not to extend the Plan at such
annual review, the term of the Plan shall be extended for a period of one (1)
year from the previous termination date. In the event the Board so votes not
to extend the Plan, the termination date of the Plan shall not be extended and
shall remain the same termination date as in effect.
|
(c) |
Sections 3.3(a) and (b) notwithstanding, upon a Potential
Change in Control, the Plan shall be automatically extended commencing on the
date of such Potential Change in Control through a period of twenty-four (24)
full calendar months following the date of the consummation of a Change in
Control resulting from such Potential Change in Control. At the end of such
twenty-four (24) month period, the Plan shall terminate; provided, however,
that any unpaid, but then due and owing, amounts as of such date will be paid
in accordance with the terms of the Plan in effect as of the date of expiration
of the term. If the Potential Change in Control is abandoned, terminated, or
withdrawn, it shall then cease to be deemed that a Potential Change in Control
has occurred and, provided that the Board has not taken affirmative action not
to extend the Plan, the term of the Plan will revert back to, and be extended
per, the period described in Sections 3.3(a) or (b) above.
|
10
(a) |
a Participant entitled to the Tier I Benefit shall be paid or
provided the benefits set forth on, and in accordance with,
Exhibit B
attached hereto; and
|
(b) |
a Participant entitled to the Tier II Benefit shall be paid or
provided the benefits set forth on, and in accordance with,
Exhibit C
attached hereto.
|
11
12
13
14
15
16
17
18
19
20
|
Administrator, CIC Severance Plan | |
|
FirstEnergy Corp. | |
|
76 South Main Street | |
|
Akron, Ohio 44308 |
21
22
FIRSTENERGY CORP.
|
||||
By: | /s/ Anthony J. Alexander | |||
Anthony J. Alexander, | ||||
President and Chief Executive
Officer of FirstEnergy Corp. |
||||
23
24
25
26
27
28
29
30
31
|
Examine, without charge, at the Administrators office or local Human Resources office,
all documents governing the plan, and a copy of the latest annual report filed with the
Department of Labor (if it is required that such a report be filed) and the Plan
description;
|
|
Obtain copies of documents governing the operation of the Plan, and the latest annual
report (if it is required that such a report be filed) and updated summary plan description
or other Plan information upon written request to the Administrator. The Administrator may
make a reasonable charge for the copies; and
|
|
In addition to creating rights for plan participants ERISA imposes duties upon the
people who are responsible for the operation of the employee benefit plan. The people who
operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in
the interest of you and other Plan participants and beneficiaries. No one the Company or
any other person may discriminate against you in any way to prevent you from obtaining
severance benefits or exercising your rights under ERISA;
|
|
If your claim for a severance benefit is denied or ignored, in whole or in part, you
have a right to know why this was done, to obtain copies of documents relating to the
decision without charge, and to appeal any denial, all within certain time schedules.
|
|
Under ERISA, there are steps you can take to enforce your rights. For instance, if you
request a copy of Plan documents or the latest annual report from the Plan, if any, and do
not receive them within 30 days, you may file suit in a Federal court. In such a case, the
court may require the Plan Administrator to provide the materials and pay you up to $110 a
day until you receive the materials, unless the materials were not sent because of reasons
beyond the control of the Administrator. If you have a claim for benefits which is denied
or ignored, in whole or in part, you may file suit in a state or Federal court. If it
should happen that Plan fiduciaries misuse the Plans money, or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will decide who should pay court
costs and legal fees. If you are successful, the court may order the person you have sued
to pay these costs and fees. If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous.
|
|
If you have any questions about your Plan, you should contact the Administrator. If you
have any questions about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the Administrator, you should contact the nearest
office of the Employee Benefits Security Administration, U.S. Department of Labor, listed
in your telephone directory or the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210. You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the Employee Benefits
Security Administration.
|
32
Sincerely,
|
||||
/s/ Anthony J. Alexander | ||||
Anthony J. Alexander | ||||
President and Chief Executive Officer
FirstEnergy Corp. |
||||
So Agreed:
|
/s/ Gary R. Leidich | |||
|
|
|||
|
Executive Vice President and President, FE Generation |
Date:
|
February 25, 2011 |
(a) |
Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest
element can be determined.
|
(a) |
Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest
element can be determined
|
(a) |
Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest
element can be determined
|
(a) |
Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest
element can be determined
|
(a) |
Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest
element can be determined
|
(a) |
Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest
element can be determined
|
(a) |
Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest
element can be determined
|
(a) |
Includes the interest element of rentals where determinable
plus 1/3 of rental expense where no readily defined interest
element can be determined
|
1. |
I have reviewed this report on Form 10-Q of FirstEnergy Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Anthony J. Alexander
|
|||
|
Chief Executive Officer |
1. |
I have reviewed this report on Form 10-Q of FirstEnergy Solutions Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Donald R. Schneider
|
|||
|
Chief Executive Officer |
1. |
I have reviewed this report on Form 10-Q of Ohio Edison Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Charles E. Jones
|
|||
|
Chief Executive Officer |
1. |
I have reviewed this report on Form 10-Q of The Cleveland Electric Illuminating Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Charles E. Jones
|
|||
|
Chief Executive Officer |
1. |
I have reviewed this report on Form 10-Q of The Toledo Edison Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Charles E. Jones
|
|||
|
Chief Executive Officer |
1. |
I have reviewed this report on Form 10-Q of Jersey Central Power & Light Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Donald M. Lynch
|
|||
|
Chief Executive Officer |
1. |
I have reviewed this report on Form 10-Q of Metropolitan Edison Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Charles E. Jones
|
|||
|
Chief Executive Officer |
1. |
I have reviewed this report on Form 10-Q of Pennsylvania Electric Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Charles E. Jones
|
|||
|
Chief Executive Officer |
1. |
I have reviewed this report on Form 10-Q of FirstEnergy Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
1. |
I have reviewed this report on Form 10-Q of FirstEnergy Solutions Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
1. |
I have reviewed this report on Form 10-Q of Ohio Edison Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
1. |
I have reviewed this report on Form 10-Q of The Cleveland Electric Illuminating Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
1. |
I have reviewed this report on Form 10-Q of The Toledo Edison Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
1. |
I have reviewed this report on Form 10-Q of Jersey Central Power & Light Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ K. Jon Taylor
|
|||
|
Chief Financial Officer |
1. |
I have reviewed this report on Form 10-Q of Metropolitan Edison Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
1. |
I have reviewed this report on Form 10-Q of Pennsylvania Electric Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
b) |
any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
|
/s/ Anthony J. Alexander
|
|||
|
Chief Executive Officer | |||
|
||||
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
|
/s/ Donald R. Schneider
|
|||
|
President | |||
|
(Chief Executive Officer) | |||
|
||||
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
|
/s/ Charles E. Jones
|
|||
|
President | |||
|
(Chief Executive Officer) | |||
|
||||
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
|
/s/ Charles E. Jones
|
|||
|
President | |||
|
(Chief Executive Officer) | |||
|
||||
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
|
/s/ Charles E. Jones
|
|||
|
President | |||
|
(Chief Executive Officer) | |||
|
||||
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
|
/s/ Donald M. Lynch
|
|||
|
President | |||
|
(Chief Executive Officer) | |||
|
||||
|
/s/ K. Jon Taylor
|
|||
|
Controller | |||
|
(Chief Financial Officer) |
|
/s/ Charles E. Jones
|
|||
|
President | |||
|
(Chief Executive Officer) | |||
|
||||
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |
|
/s/ Charles E. Jones
|
|||
|
President | |||
|
(Chief Executive Officer) | |||
|
||||
|
/s/ Mark T. Clark
|
|||
|
Chief Financial Officer |