For
the transition period from
|
to
|
Commission
|
Registrant;
State of Incorporation;
|
I.R.S.
Employer
|
File
Number
|
Address;
and Telephone Number
|
Identification
No.
|
333-21011
|
FIRSTENERGY
CORP.
|
34-1843785
|
(An
Ohio Corporation)
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone
(800)736
-
3402
|
||
1-2578
|
OHIO
EDISON COMPANY
|
34-0437786
|
(An
Ohio Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone
(800)736
-
3402
|
||
1-2323
|
THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY
|
34-0150020
|
(An
Ohio Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone
(800)736
-
3402
|
||
1-3583
|
THE
TOLEDO EDISON COMPANY
|
34-4375005
|
(An
Ohio Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone
(800)736
-
3402
|
||
1-3491
|
PENNSYLVANIA
POWER COMPANY
|
25-0718810
|
(A
Pennsylvania Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone
(800)736
-
3402
|
||
1-3141
|
JERSEY
CENTRAL POWER & LIGHT COMPANY
|
21-0485010
|
(A
New
Jersey Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone
(800)736
-
3402
|
||
1-446
|
METROPOLITAN
EDISON COMPANY
|
23-0870160
|
(A
Pennsylvania Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone
(800)736
-
3402
|
||
1-3522
|
PENNSYLVANIA
ELECTRIC COMPANY
|
25-0718085
|
(A
Pennsylvania Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone
(800)736
-
3402
|
Large
Accelerated Filer
(X)
|
FirstEnergy
Corp.
|
Accelerated
Filer
(
)
|
N/A
|
Non-accelerated
Filer
(X)
|
Ohio
Edison
Company, Pennsylvania Power Company, The Cleveland Electric Illuminating
Company, The Toledo Edison Company, Jersey Central Power & Light
Company, Metropolitan Edison Company, and Pennsylvania Electric
Company
|
OUTSTANDING
|
|
CLASS
|
AS
OF
MAY 8, 2006
|
FirstEnergy
Corp., $.10 par value
|
329,836,276
|
Ohio
Edison
Company, no par value
|
100
|
The
Cleveland
Electric Illuminating Company, no par value
|
79,590,689
|
The
Toledo
Edison Company, $5 par value
|
39,133,887
|
Pennsylvania
Power Company, $30 par value
|
6,290,000
|
Jersey
Central
Power & Light Company, $10 par value
|
15,371,270
|
Metropolitan
Edison Company, no par value
|
859,500
|
Pennsylvania
Electric Company, $20 par value
|
5,290,596
|
Pages
|
||
Glossary
of Terms
|
iii-v
|
|
Part
I.
Financial
Information
|
||
Items
1. and 2. - Financial Statements and Management’s Discussion and Analysis
of
Results
of Operation and Financial Condition
|
||
Notes
to
Consolidated Financial Statements
|
1-23
|
|
FirstEnergy
Corp.
|
||
Consolidated
Statements of Income
|
24
|
|
Consolidated
Statements of Comprehensive Income
|
25
|
|
Consolidated
Balance Sheets
|
26
|
|
Consolidated
Statements of Cash Flows
|
27
|
|
Report
of
Independent Registered Public Accounting Firm
|
28
|
|
Management's
Discussion and Analysis of Results of Operations and
|
29-58
|
|
Financial
Condition
|
||
Ohio
Edison Company
|
||
Consolidated
Statements of Income and Comprehensive Income
|
59
|
|
Consolidated
Balance Sheets
|
60
|
|
Consolidated
Statements of Cash Flows
|
61
|
|
Report
of
Independent Registered Public Accounting Firm
|
62
|
|
Management's
Discussion and Analysis of Results of Operations and
|
63-74
|
|
Financial
Condition
|
||
The
Cleveland Electric Illuminating Company
|
||
Consolidated
Statements of Income and Comprehensive Income
|
75
|
|
Consolidated
Balance Sheets
|
76
|
|
Consolidated
Statements of Cash Flows
|
77
|
|
Report
of
Independent Registered Public Accounting Firm
|
78
|
|
Management's
Discussion and Analysis of Results of Operations and
|
79-89
|
|
Financial
Condition
|
||
The
Toledo Edison Company
|
||
Consolidated
Statements of Income and Comprehensive Income
|
90
|
|
Consolidated
Balance Sheets
|
91
|
|
Consolidated
Statements of Cash Flows
|
92
|
|
Report
of
Independent Registered Public Accounting Firm
|
93
|
|
Management's
Discussion and Analysis of Results of Operations and
|
94-104
|
|
Financial
Condition
|
||
Pennsylvania
Power Company
|
||
Consolidated
Statements of
Income and Comprehensive Income
|
105
|
|
Consolidated
Balance
Sheets
|
106
|
|
Consolidated
Statements of
Cash Flows
|
107
|
|
Report
of
Independent Registered Public Accounting Firm
|
108
|
|
Management's
Discussion and Analysis of Results of Operations and
|
109-115
|
|
Financial
Condition
|
ERO
|
Electric
Reliability Organization
|
|
FASB
|
Financial
Accounting Standards Board
|
|
FERC
|
Federal
Energy
Regulatory Commission
|
|
FIN
|
FASB
Interpretation
|
|
FIN
46R
|
FIN
46
(revised December 2003), "Consolidation of Variable Interest
Entities"
|
|
FIN
47
|
FIN
47,
"Accounting for Conditional Asset Retirement Obligations - an
interpretation of FASB Statement No. 143"
|
|
FMB
|
First
Mortgage
Bonds
|
|
GAAP
|
Accounting
Principles Generally Accepted in the United States
|
|
GCAF
|
Generation
Charge Adjustment Factor
|
|
GHG
|
Greenhouse
Gases
|
|
KWH
|
Kilowatt-hours
|
|
LOC
|
Letter
of
Credit
|
|
MEIUG
|
Met-Ed
Industrial Users Group
|
|
MISO
|
Midwest
Independent Transmission System Operator, Inc.
|
|
Moody’s
|
Moody’s
Investors Service
|
|
MOU
|
Memorandum
of
Understanding
|
|
MTC
|
Market
Transition Charge
|
|
MW
|
Megawatts
|
|
NAAQS
|
National
Ambient Air Quality Standards
|
|
NERC
|
North
American
Electric Reliability Council
|
|
NJBPU
|
New
Jersey
Board of Public Utilities
|
|
NOAC
|
Northwest
Ohio
Aggregation Coalition
|
|
NOV
|
Notices
of
Violation
|
|
NO
x
|
Nitrogen
Oxide
|
|
NRC
|
Nuclear
Regulatory Commission
|
|
NUG
|
Non-Utility
Generation
|
|
NUGC
|
Non-Utility
Generation Charge
|
|
OCA
|
Office
of
Consumer Advocate
|
|
OCC
|
Office
of the
Ohio Consumers' Counsel
|
|
OCI
|
Other
Comprehensive Income
|
|
OPEB
|
Other
Post-Employment Benefits
|
|
OSBA
|
Office
of
Small Business Advocate
|
|
OTS
|
Office
of
Trial Staff
|
|
PCAOB
|
Public
Company
Accounting Oversight Board
|
|
PICA
|
Penelec
Industrial Customer Association
|
|
PJM
|
PJM
Interconnection L. L. C.
|
|
PLR
|
Provider
of
Last Resort
|
|
PPUC
|
Pennsylvania
Public Utility Commission
|
|
PRP
|
Potentially
Responsible Party
|
|
PUCO
|
Public
Utilities Commission of Ohio
|
|
PUHCA
|
Public
Utility
Holding Company Act of 1935
|
|
RCP
|
Rate
Certainty
Plan
|
|
RFP
|
Request
for
Proposal
|
|
RSP
|
Rate
Stabilization Plan
|
|
RTC
|
Regulatory
Transition Charge
|
|
RTO
|
Regional
Transmission Organization
|
|
S&P
|
Standard
&
Poor’s Ratings Service
|
|
SAIFI
|
System
Average
Interruption Frequency Index
|
|
SBC
|
Societal
Benefits Charge
|
|
SEC
|
U.S.
Securities and Exchange Commission
|
|
SFAS
|
Statement
of
Financial Accounting Standards
|
|
SFAS
123
|
SFAS
No. 123,
"Accounting for Stock-Based Compensation"
|
|
SFAS
123(R)
|
SFAS
No.
123(R), "Share-Based Payment"
|
|
SFAS
133
|
SFAS
No. 133,
“Accounting for Derivative Instruments and Hedging
Activities”
|
|
SFAS
140
|
SFAS
No. 140,
“Accounting for Transfers and Servicing of Financial Assets and
Extinguishment
of Liabilities”
|
|
SFAS
143
|
SFAS
No. 143,
"Accounting for Asset Retirement Obligations"
|
|
SFAS
144
|
SFAS
No. 144,
"Accounting for the Impairment or Disposal of Long-Lived
Assets"
|
|
SFAS
155
|
SFAS
No. 155,
"Accounting for Certain Hybrid Financial Instruments - an amendment
of
FASB
Statements
No.
133 and 140"
|
|
SO 2 |
Sulfur
Dioxide
|
|
TBC
|
Transition
Bond Charge
|
TMI-1
|
Three
Mile
Island Unit 1
|
TMI-2
|
Three
Mile
Island Unit 2
|
VIE
|
Variable
Interest Entity
|
Three
Months Ended
|
|||||||
Reconciliation
of Basic and Diluted
|
March
31,
|
||||||
Earnings
per Share
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Income
Before
Discontinued Operations
|
$
|
221
|
$
|
141
|
|||
Average
Shares
of Common Stock Outstanding:
|
|||||||
Denominator
for basic earnings per share
|
|||||||
(weighted
average shares outstanding)
|
329
|
328
|
|||||
Assumed
exercise of dilutive stock options and awards
|
1
|
1
|
|||||
Denominator
for diluted earnings per share
|
330
|
329
|
|||||
Income
Before
Discontinued Operations per common share:
|
|||||||
Basic
|
$
|
0.67
|
$
|
0.43
|
|||
Diluted
|
$
|
0.67
|
$
|
0.42
|
FirstEnergy
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
||||||||||||||
(In
millions)
|
|||||||||||||||||||
Balance
as of
January 1, 2006
|
$
|
6,010
|
$
|
1,689
|
$
|
501
|
$
|
1,986
|
$
|
864
|
$
|
882
|
|||||||
Non-core
assets sale
|
(53
|
)
|
|||||||||||||||||
Adjustments
related to Centerior acquisition
|
(1
|
)
|
(1
|
)
|
|||||||||||||||
Adjustments
related to GPU acquisition
|
(16
|
)
|
(8
|
)
|
(4
|
)
|
(4
|
)
|
|||||||||||
Balance
as of
March 31, 2006
|
$
|
5,940
|
$
|
1,688
|
$
|
501
|
$
|
1,978
|
$
|
860
|
$
|
878
|
|
|
(In
millions)
|
|
|
Discontinued
Operations (Net of tax)
|
|
|
|
|
Gain
on
sale:
|
|
|
|
|
Natural
gas
business
|
|
$
|
5
|
|
FSG
subsidiaries and Power Piping
|
|
|
12
|
|
Reclassification
of operating income
|
|
|
2
|
|
Total
|
|
$
|
19
|
|
March
31,
|
||||
2005
|
||||
Net
Income, as
reported
|
$
|
160
|
||
Add
back
compensation expense
|
||||
reported
in
net income, net of tax (based on
|
8
|
|||
APB
25)*
|
||||
Deduct
compensation expense based
|
||||
upon
estimated
fair value, net of tax*
|
(11
|
)
|
||
Pro
forma net
income
|
$
|
157
|
||
Earnings
Per
Share of Common Stock -
|
||||
Basic
|
||||
As
Reported
|
$
|
0.49
|
||
Pro
Forma
|
$
|
0.48
|
||
Diluted
|
||||
As
Reported
|
$
|
0.48
|
||
Pro
Forma
|
$
|
0.48
|
ARO
Reconciliation
|
FirstEnergy
|
OE
|
CEI
|
TE
|
Penn
|
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||||||||||
(In
millions)
|
|||||||||||||||||||||||||
Balance,
January 1, 2006
|
$
|
1,126
|
$
|
83
|
$
|
8
|
$
|
25
|
$
|
-
|
$
|
80
|
$
|
142
|
$
|
72
|
|||||||||
Liabilities
incurred
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Liabilities
settled
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Accretion
|
18
|
1
|
-
|
-
|
-
|
1
|
2
|
1
|
|||||||||||||||||
Revisions
in
estimated cash flows
|
4
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Balance,
March
31, 2006
|
$
|
1,148
|
$
|
84
|
$
|
8
|
$
|
25
|
$
|
-
|
$
|
81
|
$
|
144
|
$
|
73
|
|||||||||
Balance,
January 1, 2005
|
$
|
1,078
|
$
|
201
|
$
|
272
|
$
|
194
|
$
|
138
|
$
|
73
|
$
|
133
|
$
|
66
|
|||||||||
Liabilities
incurred
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Liabilities
settled
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Accretion
|
17
|
3
|
4
|
3
|
2
|
2
|
2
|
1
|
|||||||||||||||||
Revisions
in
estimated cash flows
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Balance,
March
31, 2005
|
$
|
1,095
|
$
|
204
|
$
|
276
|
$
|
197
|
$
|
140
|
$
|
75
|
$
|
135
|
$
|
67
|
Other
Postretirement
|
|||||||||||||
Pension
Benefits
|
Benefits
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
(In
millions)
|
|||||||||||||
Service
cost
|
$
|
21
|
$
|
19
|
$
|
9
|
$
|
10
|
|||||
Interest
cost
|
66
|
64
|
26
|
28
|
|||||||||
Expected
return on plan assets
|
(99
|
)
|
(86
|
)
|
(12
|
)
|
(11
|
)
|
|||||
Amortization
of prior service cost
|
2
|
2
|
(19
|
)
|
(11
|
)
|
|||||||
Recognized
net
actuarial loss
|
15
|
9
|
14
|
10
|
|||||||||
Net
periodic
cost
|
$
|
5
|
$
|
8
|
$
|
18
|
$
|
26
|
Pension
Benefit Cost (Credit)
|
Other
Postretirement
Benefit
Cost
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
(In
millions)
|
|||||||||||||
OE
|
$
|
(1.1
|
)
|
$
|
0.2
|
$
|
3.4
|
$
|
5.8
|
||||
Penn
|
(0.4
|
)
|
(0.2
|
)
|
0.8
|
1.2
|
|||||||
CEI
|
1.0
|
0.3
|
2.8
|
3.8
|
|||||||||
TE
|
0.2
|
0.3
|
2.0
|
2.2
|
|||||||||
JCP&L
|
(1.4
|
)
|
(0.2
|
)
|
0.6
|
2.7
|
|||||||
Met-Ed
|
(1.7
|
)
|
(1.1
|
)
|
0.7
|
0.4
|
|||||||
Penelec
|
(1.3
|
)
|
(1.3
|
)
|
1.8
|
1.9
|
|||||||
Other
FirstEnergy
subsidiaries
|
9.9
|
9.5
|
6.1
|
8.1
|
|||||||||
$
|
5.2
|
$
|
7.5
|
$
|
18.2
|
$
|
26.1
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
millions)
|
|||||||
JCP&L
|
$
|
15
|
$
|
21
|
|||
Met-Ed
|
16
|
16
|
|||||
Penelec
|
8
|
7
|
|||||
$
|
39
|
$
|
44
|
Borrowing
|
|||||||
Subsidiary
Company
|
|
Parent
Company
|
|
Capacity
|
|
||
|
|
|
|
(In
millions)
|
|
||
OES
Capital,
Incorporated
|
|
|
OE
|
|
$
|
170
|
|
Centerior
Funding Corp.
|
|
|
CEI
|
|
|
200
|
|
Penn
Power
Funding LLC
|
|
|
Penn
|
|
|
25
|
|
Met-Ed
Funding
LLC
|
|
|
Met-Ed
|
|
|
80
|
|
Penelec
Funding LLC
|
|
|
Penelec
|
|
|
75
|
|
|
|
|
|
|
$
|
550
|
|
·
|
Maintaining
the existing level of base distribution rates through December 31,
2008 for OE and TE, and April 30, 2009 for
CEI;
|
·
|
Deferring
and
capitalizing for future recovery (over a 25-year period) with carrying
charges certain distribution costs to be incurred during the period
January 1, 2006 through December 31, 2008, not to exceed
$150 million in each of the three
years;
|
·
|
Adjusting
the
RTC and extended RTC recovery periods and rate levels so that full
recovery of authorized costs will occur as of December 31, 2008 for
OE and TE and as of December 31, 2010 for
CEI;
|
·
|
Reducing
the
deferred shopping incentive balances as of January 1, 2006 by up to
$75 million for OE, $45 million for TE, and $85 million for CEI
by accelerating the application of each respective company's accumulated
cost of removal regulatory liability;
and
|
·
|
Recovering
increased fuel costs (compared to a 2002 baseline) of up to $75
million,
$77 million, and $79 million, in 2006, 2007, and 2008,
respectively, from all OE and TE distribution and transmission
customers
through a fuel recovery mechanism. OE, TE, and CEI may defer and
capitalize (for recovery over a 25-year period) increased fuel
costs above
the amount collected through the fuel recovery mechanism (in lieu
of
implementation of the GCAF rider).
|
·
|
Recognize
fuel
and distribution deferrals commencing January 1,
2006;
|
|
·
|
Recognize
distribution deferrals on a monthly basis prior to review by
the PUCO
Staff;
|
|
·
|
Clarify
that
the types of distribution expenditures included in the Supplemental
Stipulation may be deferred; and
|
|
·
|
Clarify
that
distribution expenditures do not have to be “accelerated” in order to be
deferred.
|
a. |
FES
will be
permitted to terminate the wholesale power sales agreement at any
time
with sixty days written notice;
|
b. |
Met-Ed
and
Penelec will procure through arrangements other than the wholesale
power
sales agreement beginning December 1, 2006 and ending December 31,
2007,
approximately 33% of the amounts of capacity and energy necessary
to
satisfy their PLR obligations for which Committed Resources (i.e.,
non-utility generation under contract to Met-Ed and Penelec, Met-Ed-
and
Penelec-owned generating facilities, purchased power contracts and
distributed generation) have not been obtained;
and
|
c. |
FES
will not
be obligated to supply additional quantities of capacity and energy
in the
event that a supplier of Committed Resources defaults on its supply
agreement.
|
SFAS
155 -
“Accounting for Certain Hybrid Financial Instruments-an amendment
of FASB
Statements No. 133 and 140”
|
Segment
Financial Information
|
Power
|
||||||||||||||||||
Supply
|
|||||||||||||||||||
Regulated
|
Management
|
Facilities
|
Reconciling
|
||||||||||||||||
Three
Months Ended
|
Services
|
Services
|
Services
|
Other
|
Adjustments
|
Consolidated
|
|||||||||||||
(In
millions)
|
|||||||||||||||||||
March
31, 2006
|
|||||||||||||||||||
External
revenues
|
$
|
1,083
|
$
|
1,619
|
$
|
46
|
$
|
120
|
$
|
(23
|
)
|
$
|
2,845
|
||||||
Internal
revenues
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Total
revenues
|
1,083
|
1,619
|
46
|
120
|
(23
|
)
|
2,845
|
||||||||||||
Depreciation
and amortization
|
259
|
46
|
-
|
1
|
5
|
311
|
|||||||||||||
Investment
Income
|
62
|
15
|
-
|
-
|
(34
|
)
|
43
|
||||||||||||
Net
interest
charges
|
93
|
49
|
-
|
1
|
17
|
160
|
|||||||||||||
Income
taxes
|
144
|
27
|
-
|
(7
|
)
|
(30
|
)
|
134
|
|||||||||||
Net
income
|
211
|
40
|
(1
|
)
|
15
|
(44
|
)
|
221
|
|||||||||||
Total
assets
|
23,848
|
6,759
|
63
|
304
|
823
|
31,797
|
|||||||||||||
Total
goodwill
|
5,916
|
24
|
-
|
-
|
-
|
5,940
|
|||||||||||||
Property
additions
|
195
|
244
|
-
|
1
|
7
|
447
|
|||||||||||||
March
31, 2005
|
|||||||||||||||||||
External
revenues
|
$
|
1,216
|
$
|
1,377
|
$
|
43
|
$
|
112
|
$
|
2
|
$
|
2,750
|
|||||||
Internal
revenues
|
78
|
-
|
-
|
-
|
(78
|
)
|
-
|
||||||||||||
Total
revenues
|
1,294
|
1,377
|
43
|
112
|
(76
|
)
|
2,750
|
||||||||||||
Depreciation
and amortization
|
374
|
13
|
-
|
1
|
6
|
394
|
|||||||||||||
Investment
income
|
41
|
-
|
-
|
-
|
-
|
41
|
|||||||||||||
Net
interest
charges
|
98
|
10
|
-
|
1
|
62
|
171
|
|||||||||||||
Income
taxes
|
157
|
(30
|
)
|
(3
|
)
|
10
|
(13
|
)
|
121
|
||||||||||
Income
before
discontinued operations
|
236
|
(46
|
)
|
(2
|
)
|
5
|
(52
|
)
|
141
|
||||||||||
Discontinued
operations
|
-
|
-
|
13
|
6
|
-
|
19
|
|||||||||||||
Net
income
|
236
|
(46
|
)
|
11
|
11
|
(52
|
)
|
160
|
|||||||||||
Total
assets
|
28,540
|
1,582
|
83
|
495
|
561
|
31,261
|
|||||||||||||
Total
goodwill
|
5,947
|
24
|
-
|
63
|
-
|
6,034
|
|||||||||||||
Property
additions
|
141
|
81
|
1
|
2
|
4
|
229
|
|
|
As
Previously
|
|
As
|
||
|
|
Reported
|
|
Restated
|
||
(In
millions)
|
||||||
Operating
Revenues
|
|
$
|
529.1
|
|
$
|
529.1
|
Operating
Expenses and
|
|
|
|
|
|
|
Taxes
|
|
|
494.7
|
|
|
495.2
|
Operating
Income
|
|
|
34.4
|
|
|
33.9
|
Net
Interest
Charges
|
|
|
19.9
|
|
|
20.5
|
Net
Income
|
|
$
|
14.5
|
|
$
|
13.4
|
Earnings
Applicable
|
|
|
|
|
|
|
to
Common
Stock
|
|
$
|
14.4
|
|
$
|
13.3
|
Three
Months Ended
|
||||||||||
March
31,
|
Increase
|
|||||||||
2006
|
2005
|
(Decrease)
|
||||||||
Net
Income (Loss)
|
(In
millions, except per share data)
|
|||||||||
By
Business Segment
|
||||||||||
Regulated
services
|
$
|
211
|
$
|
236
|
$
|
(25
|
)
|
|||
Power
supply
management services
|
40
|
(46
|
)
|
86
|
||||||
Other
and
reconciling adjustments*
|
(30
|
)
|
(30
|
)
|
-
|
|||||
Total
|
$
|
221
|
$
|
160
|
$
|
61
|
||||
Basic
Earnings Per Share:
|
||||||||||
Income
before
discontinued operations
|
$
|
0.67
|
$
|
0.43
|
$
|
0.24
|
||||
Discontinued
operations
|
-
|
0.06
|
(0.06
|
)
|
||||||
Net
Income
|
$
|
0.67
|
$
|
0.49
|
$
|
0.18
|
||||
Diluted
Earnings Per Share:
|
||||||||||
Income
before
discontinued operations
|
$
|
0.67
|
$
|
0.42
|
$
|
0.25
|
||||
Discontinued
operations
|
-
|
0.06
|
(0.06
|
)
|
||||||
Net
Income
|
$
|
0.67
|
$
|
0.48
|
$
|
0.19
|
*
|
Represents
other operating segments and reconciling items including interest
expense
on holding company debt and corporate support services
revenues
and
expenses.
|
|
|
|
|
Power
|
|
|
|
|
|
||||
|
|
|
|
Supply
|
|
Other
and
|
|
|
|
||||
|
|
Regulated
|
|
Management
|
|
Reconciling
|
|
FirstEnergy
|
|
||||
First
Quarter 2006 Financial Results
|
|
Services
|
|
Services
|
|
Adjustments
|
|
Consolidated
|
|
||||
|
|
(In
millions)
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||
External
|
|
|
|
|
|
|
|
|
|
||||
Electric
|
|
$
|
935
|
$
|
1,576
|
$
|
-
|
$
|
2,511
|
||||
Other
|
|
|
148
|
|
43
|
|
143
|
|
334
|
||||
Internal
|
|
|
-
|
|
-
|
|
-
|
|
-
|
||||
Total
Revenues
|
|
|
1,083
|
|
1,619
|
|
143
|
|
2,845
|
||||
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
||||||||
Fuel
and
purchased power
|
|
|
-
|
|
976
|
|
-
|
|
976
|
||||
Other
operating expenses
|
|
|
298
|
|
451
|
|
144
|
|
893
|
||||
Provision
for
depreciation
|
|
|
96
|
46
|
|
6
|
|
148
|
|||||
Amortization
of regulatory assets
|
|
|
222
|
|
-
|
|
-
|
|
222
|
||||
Deferral
of
new regulatory assets
|
|
|
(59
|
)
|
|
-
|
|
-
|
|
(59
|
)
|
||
General
taxes
|
|
|
140
|
|
45
|
|
8
|
|
193
|
||||
Total
Expenses
|
|
|
697
|
|
1,518
|
|
158
|
|
2,373
|
||||
|
|
|
|
|
|
||||||||
Operating
Income (Loss)
|
|
|
386
|
|
101
|
|
(15
|
)
|
|
472
|
|||
Other
Income
(Expense):
|
|
|
|
|
|
||||||||
Investment
income
|
|
|
62
|
|
15
|
|
(34
|
)
|
|
43
|
|||
Interest
expense
|
|
|
(94
|
)
|
|
(53
|
)
|
|
(18
|
)
|
|
(165
|
)
|
Capitalized
interest
|
|
|
3
|
|
4
|
|
-
|
|
7
|
||||
Subsidiaries'
preferred stock dividends
|
|
|
(2
|
)
|
|
-
|
|
-
|
|
(2
|
)
|
||
Total
Other
Income (Expense)
|
|
|
(31
|
)
|
|
(34
|
)
|
|
(52
|
)
|
|
(117
|
)
|
|
|
|
|
|
|
||||||||
Income
taxes
(benefit)
|
|
|
144
|
|
27
|
|
(37
|
)
|
|
134
|
|||
Income
before
discontinued operations
|
|
|
211
|
|
40
|
|
(30
|
)
|
|
221
|
|||
Discontinued
operations
|
|
|
-
|
|
-
|
|
-
|
|
-
|
||||
Net
Income
(Loss)
|
|
$
|
211
|
$
|
40
|
$
|
(30
|
)
|
$
|
221
|
|
|
|
|
Power
|
|
|
|
|
|
||||
|
|
|
|
Supply
|
|
Other
and
|
|
|
|
||||
|
|
Regulated
|
|
Management
|
|
Reconciling
|
|
FirstEnergy
|
|
||||
First
Quarter 2005 Financial Results
|
|
Services
|
|
Services
|
|
Adjustments
|
|
Consolidated
|
|
||||
|
|
(In
millions)
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||
External
|
|
|
|
|
|
|
|
|
|
||||
Electric
|
|
$
|
1,082
|
$
|
1,355
|
$
|
-
|
$
|
2,437
|
||||
Other
|
|
|
134
|
|
22
|
|
157
|
|
313
|
||||
Internal
|
|
|
78
|
|
-
|
|
(78
|
)
|
|
-
|
|||
Total
Revenues
|
|
|
1,294
|
|
1,377
|
|
79
|
|
2,750
|
||||
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
||||||||
Fuel
and
purchased power
|
|
|
-
|
|
895
|
|
-
|
|
895
|
||||
Other
operating expenses
|
|
|
324
|
|
503
|
|
57
|
|
884
|
||||
Provision
for
depreciation
|
|
|
123
|
13
|
|
7
|
|
143
|
|||||
Amortization
of regulatory assets
|
|
|
311
|
|
-
|
|
-
|
|
311
|
||||
Deferral
of
new regulatory assets
|
|
|
(60
|
)
|
|
-
|
|
-
|
|
(60
|
)
|
||
General
taxes
|
|
|
146
|
|
32
|
|
7
|
|
185
|
||||
Total
Expenses
|
|
|
844
|
|
1,443
|
|
71
|
|
2,358
|
||||
|
|
|
|
|
|
||||||||
Operating
Income (Loss)
|
|
|
450
|
|
(66
|
)
|
|
8
|
|
392
|
|||
Other
Income
(Expense):
|
|
|
|
|
|
||||||||
Investment
income
|
|
|
41
|
|
-
|
|
-
|
|
41
|
||||
Interest
expense
|
|
|
(94
|
)
|
|
(7
|
)
|
|
(63
|
)
|
|
(164
|
)
|
Capitalized
interest
|
|
|
3
|
|
(3
|
)
|
|
-
|
|
-
|
|||
Subsidiaries'
preferred stock dividends
|
|
|
(7
|
)
|
|
-
|
|
-
|
|
(7
|
)
|
||
Total
Other
Income (Expense)
|
|
|
(57
|
)
|
|
(10
|
)
|
|
(63
|
)
|
|
(130
|
)
|
|
|
|
|
|
|
||||||||
Income
taxes
(benefit)
|
|
|
157
|
|
(30
|
)
|
|
(6
|
)
|
|
121
|
||
Income
before
discontinued operations
|
|
|
236
|
|
(46
|
)
|
|
(49
|
)
|
|
141
|
||
Discontinued
operations
|
|
|
-
|
|
-
|
|
19
|
|
19
|
||||
Net
Income
(Loss)
|
|
$
|
236
|
$
|
(46
|
)
|
$
|
(30
|
)
|
$
|
160
|
|
|
|
|
Power
|
|
|
|
|
|
||||
Change
Between First Quarter 2006 and
|
|
|
|
Supply
|
|
Other
and
|
|
|
|
||||
First
Quarter 2005 Financial Results
|
|
Regulated
|
|
Management
|
|
Reconciling
|
|
FirstEnergy
|
|
||||
Increase
(Decrease)
|
|
Services
|
|
Services
|
|
Adjustments
|
|
Consolidated
|
|
||||
|
|
(In
millions)
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||
External
|
|
|
|
|
|
|
|
|
|
||||
Electric
|
|
$
|
(147
|
)
|
$
|
221
|
$
|
-
|
$
|
74
|
|||
Other
|
|
|
14
|
|
21
|
|
(14
|
)
|
|
21
|
|||
Internal
|
|
|
(78
|
)
|
|
-
|
|
78
|
|
-
|
|||
Total
Revenues
|
|
|
(211
|
)
|
|
242
|
|
64
|
|
95
|
|||
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
||||||||
Fuel
and
purchased power
|
|
|
-
|
|
81
|
|
-
|
|
81
|
||||
Other
operating expenses
|
|
|
(26
|
)
|
|
(52
|
)
|
|
87
|
|
9
|
||
Provision
for
depreciation
|
|
|
(27
|
)
|
33
|
|
(1
|
)
|
|
5
|
|||
Amortization
of regulatory assets
|
|
|
(89
|
)
|
|
-
|
|
-
|
|
(89
|
)
|
||
Deferral
of
new regulatory assets
|
|
|
1
|
|
-
|
|
-
|
|
1
|
||||
General
taxes
|
|
|
(6
|
)
|
|
13
|
|
1
|
|
8
|
|||
Total
Expenses
|
|
|
(147
|
)
|
|
75
|
|
87
|
|
15
|
|||
|
|
|
|
|
|
||||||||
Operating
Income
|
|
|
(64
|
)
|
|
167
|
|
(23
|
)
|
|
80
|
||
Other
Income
(Expense):
|
|
|
|
|
|
||||||||
Investment
income
|
|
|
21
|
|
15
|
|
(34
|
)
|
|
2
|
|||
Interest
expense
|
|
|
-
|
|
(46
|
)
|
|
45
|
|
(1
|
)
|
||
Capitalized
interest
|
|
|
-
|
|
7
|
|
-
|
|
7
|
||||
Subsidiaries'
preferred stock dividends
|
|
|
5
|
|
-
|
|
-
|
|
5
|
||||
Total
Other
Income (Expense)
|
|
|
26
|
|
(24
|
)
|
|
11
|
|
13
|
|||
|
|
|
|
|
|
||||||||
Income
taxes
|
|
|
(13
|
)
|
|
57
|
|
(31
|
)
|
|
13
|
||
Income
before
discontinued operations
|
|
|
(25
|
)
|
|
86
|
|
19
|
|
80
|
|||
Discontinued
operations
|
|
|
-
|
|
-
|
|
(19
|
)
|
|
(19
|
)
|
||
Net
Income
|
|
$
|
(25
|
)
|
$
|
86
|
$
|
-
|
$
|
61
|
Three
Months Ended
|
||||||||||
March
31,
|
Increase
|
|||||||||
Revenues
By Type of Service
|
2006
|
2005
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Distribution
services
|
$
|
935
|
$
|
1,082
|
$
|
(147
|
)
|
|||
Transmission
services
|
94
|
92
|
2
|
|||||||
Internal
revenues
|
-
|
78
|
(78
|
)
|
||||||
Other
|
54
|
42
|
12
|
|||||||
Total
Revenues
|
$
|
1,083
|
$
|
1,294
|
$
|
(211
|
)
|
Electric
Distribution Deliveries
|
||||
Residential
|
(2.6
|
)%
|
||
Commercial
|
(2.1
|
)%
|
||
Industrial
|
(2.9
|
)%
|
||
Total
Distribution Deliveries
|
(2.6
|
)%
|
Sources
of Change in Distribution Revenues
|
Decrease
|
|||
(In
millions)
|
||||
Changes
in
customer usage
|
$
|
(5
|
)
|
|
Changes
in
prices:
|
||||
Rate
changes
|
(124
|
)
|
||
Rate
mix &
other
|
(18
|
)
|
||
Net
Decrease
in Distribution Revenues
|
$
|
(147
|
)
|
·
|
Other
operating expenses were $26 million lower in 2006 due in part to
the
following factors:
|
2)
|
The
absence in
2006 of receivables factoring discount expenses of approximately
$5 million incurred in 2005;
and
|
·
|
Lower
depreciation expense of $27 million that resulted from the impact
of the
generation asset transfers.
|
·
|
Reduced
amortization of regulatory assets of $89 million principally due
to the
completion of Ohio generation transition cost recovery and Penn's
transition plan in 2005; and
|
·
|
General
taxes
decreased by $6 million primarily due to lower property taxes as
a result
of the generation asset transfers.
|
·
|
Higher
investment income reflects the impact of the generation asset transfers.
Interest income on the affiliated company notes receivable from
the power
supply management services segment in the first quarter of 2006
is
partially offset by the absence in 2006 of the majority of nuclear
decommissioning trust income which is now included in the power
supply
management services segment; and
|
·
|
Subsidiaries'
preferred stock dividends decreased by $5 million in 2006 due to
redemption activity in 2005.
|
Three
Months Ended
|
||||||||||
March
31,
|
Increase
|
|||||||||
Revenues
By Type of Service
|
2006
|
2005
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Electric
Generation Sales:
|
||||||||||
Retail
|
$
|
1,239
|
$
|
980
|
$
|
259
|
||||
Wholesale
|
235
|
295
|
(60
|
)
|
||||||
Total
Electric
Generation Sales
|
1,474
|
1,275
|
199
|
|||||||
Retail
Transmission Rider
|
116
|
80
|
36
|
|||||||
Other
Transmission
|
12
|
10
|
2
|
|||||||
Other
|
17
|
12
|
5
|
|||||||
Total
Revenues
|
$
|
1,619
|
$
|
1,377
|
$
|
242
|
Increase
|
||||
Source
of Change in Electric Generation Sales
|
|
(Decrease)
|
|
|
(In
millions)
|
||||
Retail:
|
|
|
|
|
Effect of 6.6% increase in customer usage
|
|
$
|
65
|
|
Change in prices
|
|
|
194
|
|
|
|
|
259
|
|
Wholesale:
|
|
|
||
Effect
of
15.7% decrease in KWH sales
|
|
|
(46
|
)
|
Change
in
prices
|
|
|
(14
|
)
|
|
|
|
(60
|
)
|
Net
Increase
in Electric Generation Sales
|
|
$
|
199
|
·
|
Higher
fuel
and purchased power costs of $81 million, including increased fuel
costs of $49 million, of which, coal costs, contributed $41 million
as a result of increased generation output and higher coal prices
reflecting higher transportation costs. The increase in coal
transportation costs is primarily due to a change in the fuel mix
resulting from a greater use of western coal. Purchased power costs,
net
of the Ohio RCP fuel deferral of $21 million, increased $32 million
due to higher prices partially offset by lower volume. Factors
contributing to the higher costs are summarized in the following
table:
|
|
|
Increase
|
|
|
Source
of Change in Fuel and Purchased Power
|
|
(Decrease)
|
|
|
|
|
(In
millions)
|
|
|
Fuel:
|
|
|
|
|
Change
due to
increased unit costs
|
|
$
|
32
|
|
Change
due to
volume consumed
|
|
|
17
|
|
|
|
|
49
|
|
Purchased
Power:
|
||||
Change
due to
increased unit costs
|
|
77
|
|
|
Change
due to
volume purchased
|
|
|
(33
|
)
|
Decrease
in
NUG costs deferred
|
|
|
9
|
|
53
|
||||
Ohio
RCP fuel
deferrals
|
(21
|
)
|
||
|
|
|||
Net
Increase
in Fuel and Purchased Power Costs
|
|
$
|
81
|
·
|
Higher
transmission expenses of $30 million related to the transmission
revenues
discussed above;
|
·
|
Increased
depreciation expenses of $33 million, which resulted principally
from the
generation asset transfers; and
|
·
|
Higher
general
taxes of $13 million due to additional property taxes resulting
from the
generation asset transfers.
|
·
|
Investment
income in the first quarter of 2006 was higher by $15 million
over the
prior year period primarily due to nuclear decommissioning trust
investments acquired through the generation asset transfers;
and
|
|
·
|
Interest
expense increased by $46 million, primarily due to the interest
expense in
2006 on associated company notes payable used in connection with
the
generation asset transfers. This increase was partially offset
by an
additional $7 million of capitalized
interest.
|
|
|
(In
millions)
|
|
|
Discontinued
Operations (Net of tax)
|
|
|
|
|
Gain
on
sale:
|
|
|
|
|
Natural gas business
|
|
$
|
5
|
|
Elliot-Lewis, Spectrum and Power Piping
|
|
|
12
|
|
Reclassification
of operating income
|
|
|
2
|
|
Total
|
|
$
|
19
|
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Operating
Cash Flows
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Cash
earnings
(1)
|
$
|
388
|
$
|
359
|
|||
Working
capital and other
|
14
|
239
|
|||||
Net
cash
provided from operating activities
|
$
|
402
|
$
|
598
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Reconciliation
of Cash Earnings
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Net
Income
(GAAP)
|
$
|
221
|
$
|
160
|
|||
Non-Cash
Charges (Credits):
|
|||||||
Provision
for
depreciation
|
148
|
143
|
|||||
Amortization
of regulatory assets
|
222
|
311
|
|||||
Deferral
of
new regulatory assets
|
(59
|
)
|
(60
|
)
|
|||
Nuclear
fuel
and lease amortization
|
20
|
19
|
|||||
Deferred
purchased power and other costs
|
(125
|
)
|
(118
|
)
|
|||
Deferred
income taxes and investment tax credits
|
6
|
(14
|
)
|
||||
Deferred
rents
and lease market valuation liability
|
(38
|
)
|
(36
|
)
|
|||
Accrued
compensation and retirement benefits
|
(19
|
)
|
(26
|
)
|
|||
Income
from
discontinued operations
|
-
|
(19
|
)
|
||||
Other
non-cash
expenses
|
12
|
(1
|
)
|
||||
Cash
Earnings
(Non-GAAP)
|
$
|
388
|
$
|
359
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Securities
Issued or Redeemed
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Redemptions
|
|||||||
FMB
|
$
|
-
|
$
|
1
|
|||
Pollution
control notes
|
54
|
-
|
|||||
Senior
secured
notes
|
10
|
20
|
|||||
Long-term
revolving credit
|
-
|
215
|
|||||
Preferred
stock
|
30
|
98
|
|||||
$
|
94
|
$
|
334
|
||||
Short-term
Borrowings, Net
|
$
|
200
|
$
|
140
|
|
|
Revolving
|
Regulatory
and
|
|
|||
|
|
Credit
Facility
|
Other
Short-Term
|
|
|||
Borrower
|
|
Sub-Limit
|
Debt
Limitations
1
|
|
|||
|
|
(In
millions)
|
|
||||
FirstEnergy
|
|
$
|
2,000
|
|
$
|
1,500
|
|
OE
|
|
|
500
|
|
|
500
|
|
Penn
|
|
|
50
|
|
|
43
|
|
CEI
|
|
|
250
|
|
|
500
|
|
TE
|
|
|
250
|
|
|
500
|
|
JCP&L
|
|
|
425
|
|
|
412
|
|
Met-Ed
|
|
|
250
|
|
|
300
|
|
Penelec
|
|
|
250
|
|
|
300
|
|
FES
|
|
|
-
2
|
|
|
n/a
|
|
ATSI
|
|
|
-
2
|
|
|
26
|
|
(1)
|
As
of March
31, 2006.
|
(2)
|
Borrowing
sub-limits for FES and ATSI may be increased to up to $250 million
and
$100
million, respectively, by delivering notice to the administrative
agent
that either (i)
such
borrower
has senior unsecured debt ratings of at least BBB- by S&P and Baa3 by
Moody’s
or
(ii) FirstEnergy has guaranteed the obligations of such borrower
under the
facility.
|
Borrower
|
||||
FirstEnergy
|
54
|
%
|
||
OE
|
33
|
%
|
||
Penn
|
35
|
%
|
||
CEI
|
52
|
%
|
||
TE
|
31
|
%
|
||
JCP&L
|
27
|
%
|
||
Met-Ed
|
39
|
%
|
||
Penelec
|
36
|
%
|
Issuer
|
Securities
|
S&P
|
Moody’s
|
Fitch
|
||||
FirstEnergy
|
Senior
unsecured
|
BBB-
|
Baa3
|
BBB-
|
||||
OE
|
Senior
unsecured
|
BBB-
|
Baa2
|
BBB
|
||||
Preferred
stock
|
BB+
|
Ba1
|
BBB-
|
|||||
CEI
|
Senior
secured
|
BBB
|
Baa2
|
BBB-
|
||||
Senior
unsecured
|
BBB-
|
Baa3
|
BB+
|
|||||
TE
|
Senior
secured
|
BBB
|
Baa2
|
BBB-
|
||||
Preferred
stock
|
BB+
|
Ba2
|
BB
|
|||||
Penn
|
Senior
secured
|
BBB+
|
Baa1
|
BBB+
|
||||
Senior
unsecured
(1)
|
BBB-
|
Baa2
|
BBB
|
|||||
Preferred
stock
|
BB+
|
Ba1
|
BBB-
|
|||||
JCP&L
|
Senior
secured
|
BBB+
|
Baa1
|
BBB+
|
||||
Preferred
stock
|
BB+
|
Ba1
|
BBB-
|
|||||
Met-Ed
|
Senior
secured
|
BBB+
|
Baa1
|
BBB+
|
||||
Senior
unsecured
|
BBB
|
Baa2
|
BBB
|
|||||
Penelec
|
Senior
unsecured
|
BBB
|
Baa2
|
BBB
|
Summary
of Cash Flows
|
Property
|
||||||||||||
Used
for Investing Activities
|
Additions
|
Investments
|
Other
|
Total
|
|||||||||
Sources
(Uses)
|
(In
millions)
|
||||||||||||
Three
Months Ended March 31, 2006
|
|||||||||||||
Regulated
services
|
$
|
(195
|
)
|
$
|
58
|
$
|
(7
|
)
|
$
|
(144
|
)
|
||
Power
supply
management services
|
(244
|
)
|
(34
|
)
|
-
|
(278
|
)
|
||||||
Other
|
(1
|
)
|
16
|
(5
|
)
|
10
|
|||||||
Inter-Segment
reconciling items
|
(7
|
)
|
30
|
1
|
24
|
||||||||
Total
|
$
|
(447
|
)
|
$
|
70
|
$
|
(11
|
)
|
$
|
(388
|
)
|
||
Three
Months Ended March 31, 2005
|
|||||||||||||
Regulated
services
|
$
|
(141
|
)
|
$
|
21
|
$
|
3
|
$
|
(117
|
)
|
|||
Power
supply
management services
|
(81
|
)
|
14
|
-
|
(67
|
)
|
|||||||
Other
|
(3
|
)
|
1
|
(13
|
)
|
(15
|
)
|
||||||
Inter-Segment
reconciling items
|
(4
|
)
|
(8
|
)
|
-
|
(12
|
)
|
||||||
Total
|
$
|
(229
|
)
|
$
|
28
|
$
|
(10
|
)
|
$
|
(211
|
)
|
Maximum
|
||||
Guarantees
and Other Assurances
|
Exposure
|
|||
(In
millions)
|
||||
FirstEnergy
Guarantees of Subsidiaries:
|
||||
Energy
and
Energy-Related Contracts
(1)
|
$
|
906
|
||
Other
(2)
|
884
|
|||
1,790
|
||||
Surety
Bonds
|
136
|
|||
LOC
(3)(4)
|
1,340
|
|||
Total
Guarantees and Other Assurances
|
$
|
3,266
|
(1)
|
Issued
for
open-ended terms, with a 10-day termination right by
FirstEnergy.
|
(2)
|
Issued
for
various terms.
|
(3)
|
Includes
$116
million issued for various terms under LOC capacity available under
FirstEnergy’s revolving credit agreement and $604 million outstanding in
support of pollution control revenue bonds issued with various
maturities.
|
(4)
|
Includes
approximately $194 million pledged in connection with the sale
and
leaseback of Beaver Valley Unit 2 by CEI and TE, $291 million pledged
in
connection with the sale and leaseback of Beaver Valley Unit 2
by OE and
$134 million pledged in connection with the sale and leaseback
of Perry
Unit 1 by OE.
|
Increase
(Decrease) in the Fair Value of Commodity Derivative
Contracts
|
Non-Hedge
|
Hedge
|
Total
|
|||||||
(In
millions)
|
||||||||||
Change
in the Fair Value of Commodity Derivative
Contracts:
|
||||||||||
Outstanding
net liability as of January 1, 2006
|
$
|
(1,170
|
)
|
$
|
(3
|
)
|
$
|
(1,173
|
)
|
|
New
contract
value when entered
|
-
|
-
|
-
|
|||||||
Additions/change
in value of existing contracts
|
122
|
(7
|
)
|
115
|
||||||
Change
in
techniques/assumptions
|
-
|
-
|
-
|
|||||||
Settled
contracts
|
(81
|
)
|
5
|
(76
|
)
|
|||||
Outstanding
net liability as of March 31, 2006
(1)
|
$
|
(1,129
|
)
|
$
|
(5
|
)
|
$
|
(1,134
|
)
|
|
Non-commodity
Net Assets as of March 31, 2006
:
|
||||||||||
Interest
Rate
Swaps
(2)
|
-
|
(16
|
)
|
(16
|
)
|
|||||
Net
Liabilities - Derivatives Contracts as of March 31,
2006
|
$
|
(1,129
|
)
|
$
|
(21
|
)
|
$
|
(1,150
|
)
|
|
Impact
of Changes in Commodity Derivative Contracts:
(3)
|
||||||||||
Income
Statement Effects (Pre-Tax)
|
$
|
(2
|
)
|
$
|
-
|
$
|
(2
|
)
|
||
Balance
Sheet
Effects:
|
||||||||||
Other
Comprehensive Income (Pre-Tax)
|
$
|
-
|
$
|
(2
|
)
|
$
|
(2
|
)
|
||
Regulatory
Asset (net)
|
$
|
(43
|
)
|
$
|
-
|
$
|
(43
|
)
|
Balance
Sheet Classification
|
Non-Hedge
|
Hedge
|
Total
|
|||||||
(In
millions)
|
||||||||||
Current-
|
||||||||||
Other
assets
|
$
|
5
|
$
|
12
|
$
|
17
|
||||
Other
liabilities
|
(9
|
)
|
(15
|
)
|
(24
|
)
|
||||
Non-Current-
|
||||||||||
Other
deferred
charges
|
46
|
30
|
76
|
|||||||
Other
noncurrent liabilities
|
(1,171
|
)
|
(48
|
)
|
(1,219
|
)
|
||||
Net
assets
(liabilities)
|
$
|
(1,129
|
)
|
$
|
(21
|
)
|
$
|
(1,150
|
)
|
(4)
|
Includes
$1,140 million in non-hedge commodity derivative contracts (primarily
with
NUGs), which are offset by a regulatory
asset.
|
March
31, 2006
|
December
31, 2005
|
||||||||||||||||||
Notional
|
Maturity
|
Fair
|
Notional
|
Maturity
|
Fair
|
||||||||||||||
Interest
Rate Swaps
|
Amount
|
Date
|
Value
|
Amount
|
Date
|
Value
|
|||||||||||||
(In
millions)
|
|||||||||||||||||||
(Fair
value
hedges)
|
$
|
100
|
2008
|
$
|
(4
|
)
|
$
|
100
|
2008
|
$
|
(3
|
)
|
|||||||
50
|
2010
|
(1
|
)
|
50
|
2010
|
-
|
|||||||||||||
-
|
2011
|
-
|
50
|
2011
|
-
|
||||||||||||||
300
|
2013
|
(12
|
)
|
450
|
2013
|
(4
|
)
|
||||||||||||
150
|
2015
|
(13
|
)
|
150
|
2015
|
(9
|
)
|
||||||||||||
|
- |
2016
|
-
|
150
|
2016
|
-
|
|||||||||||||
50
|
2025
|
(2
|
)
|
50
|
2025
|
(1
|
)
|
||||||||||||
100
|
2031
|
(8
|
)
|
100
|
2031
|
(5
|
)
|
||||||||||||
$
|
750
|
$
|
(40
|
)
|
$
|
1,100
|
$
|
(22
|
)
|
March
31, 2006
|
December
31, 2005
|
||||||||||||||||||
Notional
|
Maturity
|
Fair
|
Notional
|
Maturity
|
Fair
|
||||||||||||||
Forward
Starting Swaps
|
Amount
|
Date
|
Value
|
Amount
|
Date
|
Value
|
|||||||||||||
(In
millions)
|
|||||||||||||||||||
(Cash
flow
hedges)
|
$
|
25
|
2015
|
$
|
1
|
$
|
25
|
2015
|
$
|
-
|
|||||||||
250
|
2016
|
8
|
600
|
2016
|
2
|
||||||||||||||
50
|
2017
|
1
|
25
|
2017
|
-
|
||||||||||||||
125
|
2018
|
4
|
275
|
2018
|
1
|
||||||||||||||
50
|
2020
|
2
|
50
|
2020
|
-
|
||||||||||||||
500
|
2036
|
9
|
-
|
2036
|
-
|
||||||||||||||
$
|
1,000
|
$
|
25
|
$
|
975
|
$
|
3
|
·
|
restructuring the electric generation business and allowing the
Companies'
customers to select a competitive electric generation supplier
other than
the Companies;
|
·
|
establishing or defining the PLR obligations to customers in
the
Companies' service areas;
|
·
|
providing the Companies with the opportunity to recover potentially
stranded investment (or transition costs) not otherwise recoverable
in a
competitive
generation market;
|
·
|
itemizing (unbundling) the price of electricity into its component
elements - including generation, transmission, distribution and
stranded
costs recovery charges;
|
·
|
continuing regulation of the Companies' transmission and distribution
systems; and
|
·
|
requiring corporate separation of regulated and unregulated business
activities.
|
March
31,
|
December
31,
|
Increase
|
||||||||
Regulatory
Assets*
|
2006
|
2005
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
OE
|
$
|
757
|
$
|
775
|
$
|
(18
|
)
|
|||
CEI
|
858
|
862
|
(4
|
)
|
||||||
TE
|
276
|
287
|
(11
|
)
|
||||||
JCP&L
|
2,168
|
2,227
|
(59
|
)
|
||||||
Met-Ed
|
308
|
310
|
(2
|
)
|
||||||
ATSI
|
29
|
25
|
4
|
|||||||
Total
|
$
|
4,396
|
$
|
4,486
|
$
|
(90
|
)
|
*
|
Penn
had net
regulatory liabilities of approximately $64 million and $59 million
as of
March 31, 2006 and December 31, 2005. Penelec had net regulatory
liabilities of approximately $156 million and $163 million as of
March 31, 2006 and December 31, 2005. These net regulatory
liabilities are included in Other Noncurrent Liabilities on the
Consolidated Balance Sheets.
|
March
31,
|
December
31,
|
Increase
|
||||||||
Regulatory
Assets By Source
|
2006
|
2005
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Regulatory
transition costs
|
$
|
3,470
|
$
|
3,576
|
$
|
(106
|
)
|
|||
Customer
shopping incentives
|
662
|
884
|
(222
|
)
|
||||||
Customer
receivables for future income taxes
|
215
|
217
|
(2
|
)
|
||||||
Societal
benefits charge
|
15
|
29
|
(14
|
)
|
||||||
Loss
on
reacquired debt
|
40
|
41
|
(1
|
)
|
||||||
Employee
postretirement benefits costs
|
53
|
55
|
(2
|
)
|
||||||
Nuclear
decommissioning, decontamination
|
|
|||||||||
and
spent fuel
disposal costs
|
(129
|
)
|
(126
|
)
|
(3
|
)
|
||||
Asset
removal
costs
|
(164
|
)
|
(365
|
)
|
201
|
|||||
Property
losses and unrecovered plant costs
|
27
|
29
|
(2
|
)
|
||||||
MISO
transmission costs
|
90
|
91
|
(1
|
)
|
||||||
RCP
fuel
recovery
|
22
|
-
|
22
|
|||||||
RCP
distribution costs
|
40
|
-
|
40
|
|||||||
JCP&L
reliability costs
|
21
|
23
|
(2
|
)
|
||||||
Other
|
34
|
32
|
2
|
|||||||
Total
|
$
|
4,396
|
$
|
4,486
|
$
|
(90
|
)
|
·
|
Maintaining
the existing level of base distribution rates through December 31,
2008 for OE and TE, and April 30, 2009 for
CEI;
|
·
|
Deferring
and
capitalizing for future recovery (over a 25-year period) with carrying
charges certain distribution costs to be incurred during the period
January 1, 2006 through December 31, 2008, not to exceed
$150 million in each of the three
years;
|
·
|
Adjusting
the
RTC and extended RTC recovery periods and rate levels so that full
recovery of authorized costs will occur as of December 31, 2008 for
OE and TE and as of December 31, 2010 for
CEI;
|
·
|
Reducing
the
deferred shopping incentive balances as of January 1, 2006 by up to
$75 million for OE, $45 million for TE, and $85 million for CEI
by accelerating the application of each respective company's accumulated
cost of removal regulatory liability;
and
|
·
|
Recovering
increased fuel costs (compared to a 2002 baseline) of up to $75
million,
$77 million, and $79 million, in 2006, 2007, and 2008,
respectively, from all OE and TE distribution and transmission
customers
through a fuel recovery mechanism. OE, TE, and CEI may defer and
capitalize (for recovery over a 25-year period) increased fuel
costs above
the amount collected through the fuel recovery mechanism (in lieu
of
implementation of the GCAF rider).
|
Amortization
|
|
|
|
|
|
|
|
Total
|
|
||||
Period
|
|
OE
|
|
CEI
|
|
TE
|
|
Ohio
|
|
||||
|
|
(In
millions)
|
|
||||||||||
2006
|
|
$
|
172
|
|
$
|
97
|
|
$
|
83
|
|
$
|
352
|
|
2007
|
|
|
180
|
|
|
113
|
|
|
90
|
|
|
383
|
|
2008
|
|
|
206
|
|
|
130
|
|
|
108
|
|
|
444
|
|
2009
|
|
|
-
|
|
|
211
|
|
|
-
|
|
|
211
|
|
2010
|
|
|
-
|
|
|
263
|
|
|
-
|
|
|
263
|
|
Total
Amortization
|
|
$
|
558
|
|
$
|
814
|
|
$
|
281
|
|
$
|
1,653
|
|
|
·
|
Recognize
fuel
and distribution deferrals commencing January 1,
2006;
|
·
|
Recognize
distribution deferrals on a monthly basis prior to review by
the PUCO
Staff;
|
|
|
·
|
Clarify
that
the types of distribution expenditures included in the Supplemental
Stipulation may be deferred; and
|
·
|
Clarify
that
distribution expenditures do not have to be “accelerated” in order to be
deferred.
|
|
a. |
FES
will be
permitted to terminate the wholesale power sales agreement at any
time
with sixty days written notice;
|
b. |
Met-Ed
and
Penelec will procure through arrangements other than the wholesale
power
sales agreement beginning December 1, 2006 and ending December 31,
2007,
approximately 33% of the amounts of capacity and energy necessary
to
satisfy their PLR obligations for which Committed Resources (i.e.,
non-utility generation under contract to Met-Ed and Penelec, Met-Ed-
and
Penelec-owned generating facilities, purchased power contracts and
distributed generation) have not been obtained;
and
|
c. |
FES
will not
be obligated to supply additional quantities of capacity and energy
in the
event that a supplier of Committed Resources defaults on its supply
agreement.
|
Operating
Expenses and Taxes - Changes
|
|
|
|
|
Increase
(Decrease)
|
|
(In
millions)
|
|
|
Purchased
power costs
|
|
$
|
26
|
|
Nuclear
operating costs
|
|
|
(8
|
)
|
Other
operating costs
|
|
|
7
|
|
Provision
for
depreciation
|
|
|
9
|
|
Amortization
of regulatory assets
|
|
|
(58
|
)
|
Deferral
of
new regulatory assets
|
|
|
(1
|
)
|
General
taxes
|
|
|
1
|
|
Income
taxes
|
|
|
(10
|
)
|
Total
operating expenses and taxes
|
|
$
|
(34
|
)
|
Three
Months Ended March 31,
|
|||||||
Operating
Cash Flows
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Cash
earnings
(1)
|
$
|
120
|
$
|
185
|
|||
Working
capital and other
|
227
|
83
|
|||||
Net
cash
provided from operating activities
|
$
|
347
|
$
|
268
|
Three
Months Ended March 31,
|
|||||||
Reconciliation
of Cash Earnings
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Net
Income
(GAAP)
|
$
|
64
|
$
|
57
|
|||
Non-Cash
Charges (Credits):
|
|||||||
Provision
for
depreciation
|
18
|
26
|
|||||
Amortization
of regulatory assets
|
54
|
112
|
|||||
Deferral
of
new regulatory assets
|
(26
|
)
|
(25
|
)
|
|||
Nuclear
fuel
and lease amortization
|
1
|
9
|
|||||
Amortization
of electric service obligation
|
(8
|
)
|
-
|
||||
Amortization
of lease costs
|
33
|
33
|
|||||
Deferred
income taxes and investment tax credits, net
|
(4
|
)
|
(25
|
)
|
|||
Deferred
purchased power costs
|
(11
|
)
|
-
|
||||
Accrued
compensation and retirement benefits
|
(1
|
)
|
(2
|
)
|
|||
Cash
earnings
(Non-GAAP)
|
$
|
120
|
$
|
185
|
·
|
Maintaining
the existing level of base distribution rates through December 31,
2008 for OE;
|
·
|
Deferring
and
capitalizing for future recovery (over a 25-year period) with carrying
charges certain distribution costs to be incurred by all of the
Ohio
Companies during the period January 1, 2006 through December 31,
2008, not to exceed $150 million in each of the three
years;
|
·
|
Adjusting
the
RTC and extended RTC recovery periods and rate levels so that full
recovery of authorized costs will occur as of December 31, 2008 for
OE;
|
·
|
Reducing
the
deferred shopping incentive balance as of January 1, 2006 by up to
$75 million for OE by accelerating the application of its accumulated
cost of removal regulatory liability;
and
|
·
|
Recovering
increased fuel costs (compared to a 2002 baseline) of up to $75
million,
$77 million, and $79 million, in 2006, 2007, and 2008,
respectively, from all OE and TE distribution and transmission
customers
through a fuel recovery mechanism. The Ohio Companies may defer
and
capitalize (for recovery over a 25-year period) increased fuel
costs above
the amount collected through the fuel recovery mechanism (in lieu
of
implementation of the GCAF rider).
|
Amortization
|
|
|
|
Period
|
|
|
Amortization
|
|
|
(In
millions)
|
|
2006
|
|
$
|
172
|
2007
|
|
|
180
|
2008
|
|
|
206
|
Total
Amortization
|
|
$
|
558
|
·
|
Recognize fuel and distribution deferrals commencing January 1,
2006;
|
|
·
|
Recognize distribution deferrals on a monthly basis prior to
review by the
PUCO Staff;
|
|
·
|
Clarify that the types of distribution expenditures included
in the
Supplemental Stipulation may be deferred; and
|
|
·
|
Clarify that distribution expenditures do not have to be “accelerated” in
order to be deferred.
|
THE
CLEVELAND ELECTRIC ILLUMINATING
COMPANY
|
|||||||
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME
|
|||||||
(Unaudited)
|
|||||||
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2006
|
2005
|
||||||
STATEMENTS
OF INCOME
|
(In
thousands)
|
||||||
OPERATING
REVENUES
|
$
|
407,810
|
$
|
433,173
|
|||
OPERATING
EXPENSES AND TAXES:
|
|||||||
Fuel
|
13,563
|
18,327
|
|||||
Purchased
power
|
135,990
|
142,884
|
|||||
Nuclear
operating costs
|
-
|
58,727
|
|||||
Other
operating costs
|
72,895
|
63,573
|
|||||
Provision
for
depreciation
|
17,201
|
31,115
|
|||||
Amortization
of regulatory assets
|
31,530
|
54,026
|
|||||
Deferral
of
new regulatory assets
|
(22,746
|
)
|
(25,288
|
)
|
|||
General
taxes
|
35,070
|
38,887
|
|||||
Income
taxes
|
36,125
|
4,877
|
|||||
Total
operating expenses and taxes
|
319,628
|
387,128
|
|||||
OPERATING
INCOME
|
88,182
|
46,045
|
|||||
OTHER
INCOME (net of income taxes)
|
18,290
|
4,304
|
|||||
NET
INTEREST CHARGES:
|
|||||||
Interest
on
long-term debt
|
27,185
|
27,952
|
|||||
Allowance
for
borrowed funds used during construction
|
(673
|
)
|
411
|
||||
Other
interest
expense
|
7,547
|
6,514
|
|||||
Net
interest
charges
|
34,059
|
34,877
|
|||||
NET
INCOME
|
72,413
|
15,472
|
|||||
PREFERRED
STOCK DIVIDEND REQUIREMENTS
|
-
|
2,918
|
|||||
EARNINGS
ON COMMON STOCK
|
$
|
72,413
|
$
|
12,554
|
|||
STATEMENTS
OF COMPREHENSIVE INCOME
|
|||||||
NET
INCOME
|
$
|
72,413
|
$
|
15,472
|
|||
OTHER
COMPREHENSIVE INCOME (LOSS):
|
|||||||
Unrealized
loss on available for sale securities
|
-
|
(1,221
|
)
|
||||
Income
tax
benefit related to other comprehensive income
|
-
|
504
|
|||||
Other
comprehensive loss, net of tax
|
-
|
(717
|
)
|
||||
TOTAL
COMPREHENSIVE INCOME
|
$
|
72,413
|
$
|
14,755
|
|||
The
preceding
Notes to Consolidated Financial Statements as they relate to
The Cleveland
Electric
|
|||||||
Illuminating
Company are an integral part of these statements.
|
Changes
in KWH Sales
|
||||
Increase
(Decrease)
|
||||
Electric
Generation:
|
||||
Retail
|
46.5
|
%
|
||
Wholesale:
|
||||
Non-Associated
Companies
|
(94.5
|
)%
|
||
Associated
Companies
(1)
|
(64.6
|
)%
|
||
Total
Electric Generation Sales
|
(13.9
|
)%
|
||
Distribution
Deliveries:
|
||||
Residential
|
(2.3
|
)%
|
||
Commercial
|
(5.7
|
)%
|
||
Industrial
|
(3.7
|
)%
|
||
Total
Distribution Deliveries
|
(3.8
|
)%
|
Operating
Expenses and Taxes - Changes
|
||||
Increase
(Decrease)
|
(In
millions)
|
|||
Fuel
costs
|
$
|
1
|
||
Purchased
power costs
|
(7
|
)
|
||
Other
operating costs
|
9
|
|||
Provision
for
depreciation
|
5
|
|||
Amortization
of regulatory assets
|
(22
|
)
|
||
Deferral
of
new regulatory assets
|
3
|
|||
Income
taxes
|
23
|
|||
Total
operating expenses and taxes
|
$
|
12
|
Three
Months Ended
March
31,
|
|||||||
Operating
Cash Flows
|
2006
|
2005
|
|||||
(in
millions)
|
|||||||
Cash
earnings
(1)
|
$
|
31
|
$
|
13
|
|||
Working
capital and other
|
94
|
90
|
|||||
Net
cash
provided from operating activities
|
$
|
125
|
$
|
103
|
(1)
|
Cash
earnings
is a non-GAAP measure (see reconciliation
below).
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Reconciliation
of Cash Earnings
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Net
Income
(GAAP)
|
$
|
72
|
$
|
15
|
|||
Non-Cash
Charges (Credits):
|
|||||||
Provision
for
depreciation
|
17
|
31
|
|||||
Amortization
of regulatory assets
|
32
|
54
|
|||||
Deferral
of
new regulatory assets
|
(22
|
)
|
(25
|
)
|
|||
Nuclear
fuel
and capital lease amortization
|
-
|
4
|
|||||
Amortization
of electric service obligation
|
(4
|
)
|
(5
|
)
|
|||
Deferred
rents
and lease market valuation liability
|
(55
|
)
|
(53
|
)
|
|||
Deferred
income taxes and investment tax credits, net
|
(1
|
)
|
(4
|
)
|
|||
Deferred
purchased power costs
|
(8
|
)
|
-
|
||||
Accrued
compensation and retirement benefits
|
-
|
(4
|
)
|
||||
Cash
earnings
(Non-GAAP)
|
$
|
31
|
$
|
13
|
·
|
Maintaining
the existing level of base distribution rates through April 30, 2009
for CEI;
|
|
·
|
Deferring
and
capitalizing for future recovery (over a 25-year period) with
carrying
charges certain distribution costs to be incurred by all of the
Ohio
Companies during the period January 1, 2006 through December 31,
2008, not to exceed $150 million in each of the three
years;
|
|
·
|
Adjusting
the
RTC and extended RTC recovery periods and rate levels so that
full
recovery of authorized costs will occur as of December 31, 2010 for
CEI;
|
|
·
|
Reducing
the
deferred shopping incentive balances as of January 1, 2006 by up to
$85 million for CEI by accelerating the application of its
accumulated cost of removal regulatory liability; and
|
|
·
|
Deferring
and
capitalizing (for recovery over a 25-year period) increased fuel
costs
above the amount collected through the Ohio Companies’ fuel recovery
mechanism (in lieu of implementation of the GCAF
rider).
|
Amortization
|
|
|
||
Period
|
|
Amortization
|
|
|
(In
millions)
|
||||
2006
|
|
$
|
97
|
|
2007
|
|
|
113
|
|
2008
|
|
|
130
|
|
2009
|
|
|
211
|
|
2010
|
|
|
263
|
|
Total
Amortization
|
|
$
|
814
|
|
·
|
Recognize
fuel
and distribution deferrals commencing January 1,
2006;
|
|
·
|
Recognize
distribution deferrals on a monthly basis prior to review by
the PUCO
Staff;
|
·
|
Clarify
that
the types of distribution expenditures included in the Supplemental
Stipulation may be deferred; and
|
|
·
|
Clarify
that
distribution expenditures do not have to be “accelerated” in order to be
deferred.
|
THE
TOLEDO EDISON COMPANY
|
|||||||
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME
|
|||||||
(Unaudited)
|
|||||||
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2006
|
2005
|
||||||
STATEMENTS
OF INCOME
|
(In
thousands)
|
||||||
OPERATING
REVENUES
|
$
|
217,977
|
$
|
241,755
|
|||
OPERATING
EXPENSES AND TAXES:
|
|||||||
Fuel
|
9,762
|
12,569
|
|||||
Purchased
power
|
72,418
|
80,156
|
|||||
Nuclear
operating costs
|
17,332
|
59,163
|
|||||
Other
operating costs
|
40,425
|
34,348
|
|||||
Provision
for
depreciation
|
8,097
|
14,680
|
|||||
Amortization
of regulatory assets
|
24,456
|
34,865
|
|||||
Deferral
of
new regulatory assets
|
(10,654
|
)
|
(9,424
|
)
|
|||
General
taxes
|
12,931
|
14,181
|
|||||
Income
taxes
(benefit)
|
14,418
|
(3,968
|
)
|
||||
Total
operating expenses and taxes
|
189,185
|
236,570
|
|||||
OPERATING
INCOME
|
28,792
|
5,185
|
|||||
OTHER
INCOME (net of income taxes)
|
4,310
|
2,659
|
|||||
NET
INTEREST CHARGES:
|
|||||||
Interest
on
long-term debt
|
2,790
|
4,220
|
|||||
Allowance
for
borrowed funds used during construction
|
(214
|
)
|
443
|
||||
Other
interest
expense
|
1,520
|
2,816
|
|||||
Net
interest
charges
|
4,096
|
7,479
|
|||||
NET
INCOME
|
29,006
|
365
|
|||||
PREFERRED
STOCK DIVIDEND REQUIREMENTS
|
1,275
|
2,211
|
|||||
EARNINGS
(LOSS) APPLICABLE TO COMMON STOCK
|
$
|
27,731
|
$
|
(1,846
|
)
|
||
STATEMENTS
OF COMPREHENSIVE INCOME
|
|||||||
NET
INCOME
|
$
|
29,006
|
$
|
365
|
|||
OTHER
COMPREHENSIVE INCOME (LOSS):
|
|||||||
Unrealized
loss on available for sale securities
|
(1,138
|
)
|
(1,683
|
)
|
|||
Income
tax
benefit related to other comprehensive income
|
411
|
695
|
|||||
Other
comprehensive loss, net of tax
|
(727
|
)
|
(988
|
)
|
|||
TOTAL
COMPREHENSIVE INCOME (LOSS)
|
$
|
28,279
|
$
|
(623
|
)
|
||
The
preceding
Notes to Consolidated Financial Statements as they relate to
The Toledo
Edison Company are
an
integral
part of these statements.
|
|||||||
Changes
in KWH Sales
|
||||
Increase
(Decrease)
|
||||
Electric
Generation:
|
||||
Retail
|
9.7
|
%
|
||
Wholesale:
|
||||
Non-Associated
Companies
|
(40.3
|
)%
|
||
Associated
Companies
(1)
|
(57.7
|
)%
|
||
Total
Electric Generation Sales
|
(23.1
|
)%
|
||
Distribution
Deliveries:
|
||||
Residential
|
(1.3
|
)%
|
||
Commercial
|
(3.8
|
)%
|
||
Industrial
|
(0.9
|
)%
|
||
Total
Distribution Deliveries
|
(2.0
|
)%
|
Operating
Expenses and Taxes - Changes
|
||||
Increase
(Decrease)
|
(In
millions)
|
|||
Purchased
power costs
|
$
|
(8
|
)
|
|
Nuclear
operating costs
|
(2
|
)
|
||
Other
operating costs
|
6
|
|||
Provision
for
depreciation
|
2
|
|||
Amortization
of regulatory assets
|
(10
|
)
|
||
Deferral
of
new regulatory assets
|
(1
|
)
|
||
Income
taxes
|
7
|
|||
Total
operating expenses and taxes
|
$
|
(6
|
)
|
Three
Months Ended
March
31,
|
|||||||
Operating
Cash Flows
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Cash
earnings
(1)
|
$
|
21
|
$
|
28
|
|||
Working
capital and other
|
(3
|
)
|
26
|
||||
Net
cash
provided from operating activities
|
$
|
18
|
$
|
54
|
Three
Months Ended
March
31,
|
|||||||
Reconciliation
of Cash Earnings
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Net
Income
(GAAP)
|
$
|
29
|
$
|
-
|
|||
Non-Cash
Charges (Credits):
|
|||||||
Provision
for
depreciation
|
8
|
15
|
|||||
Amortization
of regulatory assets
|
24
|
35
|
|||||
Deferral
of
new regulatory assets
|
(11
|
)
|
(9
|
)
|
|||
Nuclear
fuel
and capital lease amortization
|
-
|
5
|
|||||
Amortization
of electric service obligation
|
(2
|
)
|
-
|
||||
Deferred
rents
and lease market valuation liability
|
(16
|
)
|
(15
|
)
|
|||
Deferred
income taxes and investment tax credits, net
|
(8
|
)
|
(2
|
)
|
|||
Deferred
purchased power costs
|
(3
|
)
|
-
|
||||
Accrued
compensation and retirement benefits
|
-
|
(1
|
)
|
||||
Cash
earnings
(Non-GAAP)
|
$
|
21
|
$
|
28
|
·
|
Maintaining
the existing level of base distribution rates through December 31,
2008 for TE;
|
·
|
Deferring
and
capitalizing for future recovery (over a 25-year period) with carrying
charges certain distribution costs to be incurred by all the Ohio
Companies during the period January 1, 2006 through December 31,
2008, not to exceed $150 million in each of the three
years;
|
·
|
Adjusting
the
RTC and extended RTC recovery periods and rate levels so that full
recovery of authorized costs will occur as of December 31, 2008 for
TE;
|
·
|
Reducing
the
deferred shopping incentive balances as of January 1, 2006 by up to
$45 million for TE by accelerating the application of its accumulated
cost of removal regulatory liability;
and
|
·
|
Recovering
increased fuel costs (compared to a 2002 baseline) of up to $75
million,
$77 million, and $79 million, in 2006, 2007, and 2008,
respectively, from all OE and TE distribution and transmission
customers
through a fuel recovery mechanism. The Ohio Companies may defer
and
capitalize (for recovery over a 25-year period) increased fuel
costs above
the amount collected through the fuel recovery mechanism (in lieu
of
implementation of the GCAF rider).
|
Amortization
|
|
|
||
Period
|
|
Amortization
|
|
|
(In
millions)
|
||||
2006
|
|
$
|
83
|
|
2007
|
|
|
90
|
|
2008
|
|
|
108
|
|
Total
Amortization
|
|
$
|
281
|
|
·
|
Recognize
fuel
and distribution deferrals commencing January 1,
2006;
|
|
·
|
Recognize
distribution deferrals on a monthly basis prior to review by
the PUCO
Staff;
|
|
·
|
Clarify
that
the types of distribution expenditures included in the Supplemental
Stipulation may be deferred; and
|
|
·
|
Clarify
that
distribution expenditures do not have to be “accelerated” in order to be
deferred.
|
Changes
in Distribution Deliveries
|
||||
Increase
(Decrease)
|
||||
Residential
|
(3
|
)%
|
||
Commercial
|
(1
|
)%
|
||
Industrial
|
4
|
%
|
||
Total
Distribution Deliveries
|
-
|
%
|
Operating
Expenses and Taxes - Changes
(In
millions)
|
||||
Increase
(Decrease)
|
||||
Purchased
power costs
|
$
|
8
|
||
Other
operating costs
|
1
|
|||
Amortization
of regulatory assets
|
(6
|
)
|
||
Income
taxes
|
(5
|
)
|
||
Total
operating expenses and taxes
|
$
|
(2
|
)
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Operating
Cash Flows
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Cash
earnings
(1)
|
$
|
4
|
$
|
30
|
|||
Working
capital and other
|
58
|
8
|
|||||
Net
cash
provided from operating activities
|
$
|
62
|
$
|
38
|
(1) |
Cash
earnings
is a non-GAAP measure (see reconciliation
below).
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Reconciliation
of Cash Earnings
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Net
Income
(GAAP)
|
$
|
1
|
$
|
15
|
|||
Non-Cash
Charges (Credits):
|
|||||||
Provision
for
depreciation
|
2
|
3
|
|||||
Amortization
of regulatory assets
|
3
|
10
|
|||||
Nuclear
fuel
and other amortization
|
-
|
4
|
|||||
Deferred
income taxes and investment tax credits, net
|
(2
|
)
|
(2
|
)
|
|||
Other
non-cash
expenses
|
-
|
-
|
|||||
Cash
earnings
(Non-GAAP)
|
$
|
4
|
$
|
30
|
EITF
Issue
04-13, "Accounting for Purchases and Sales of Inventory with the
Same
Counterparty"
|
Changes
in KWH Sales
|
|
||||
Increase
(Decrease)
|
|
||||
Electric
Generation:
|
|
||||
Retail
|
0.5
|
%
|
|||
Wholesale
|
0.1
|
%
|
|||
Total
Electric Generation Sales
|
0.4
|
%
|
|||
Distribution
Deliveries:
|
|
||||
Residential
|
(4.2
|
)%
|
|||
Commercial
|
(1.1
|
)%
|
|||
Industrial
|
(7.1
|
)%
|
|||
Total
Distribution Deliveries
|
(3.3
|
)%
|
Operating
Expenses and Taxes - Changes
(In
millions)
|
||||
Increase
(Decrease)
|
||||
Purchased
power costs
|
$
|
38.5
|
||
Other
operating costs
|
(18.0
|
)
|
||
Provision
for
depreciation
|
0.4
|
|||
Amortization
of regulatory assets
|
(1.6
|
)
|
||
General
taxes
|
0.8
|
|||
Income
taxes
|
9.4
|
|||
Total
operating expenses and taxes
|
$
|
29.5
|
Three
Months Ended March 31,
|
|||||||
Operating
Cash Flows
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Cash
earnings
(1)
|
$
|
60
|
$
|
37
|
|||
Working
capital and other
|
(81
|
)
|
60
|
||||
Net
Cash
provided from (used for) Operating Activities
|
$
|
(21
|
)
|
$
|
97
|
Three
Months Ended
|
|||||||
March
31
|
|||||||
Reconciliation
of Cash Earnings
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Net
Income
(GAAP)
|
$
|
34
|
$
|
13
|
|||
Non-Cash
Charges (Credits):
|
|||||||
Provision
for
depreciation
|
21
|
20
|
|||||
Amortization
of regulatory assets
|
67
|
68
|
|||||
Deferred
costs
recoverable as regulatory assets
|
(62
|
)
|
(73
|
)
|
|||
Deferred
income taxes
|
4
|
7
|
|||||
Other
non-cash
expenses
|
(4
|
)
|
2
|
||||
Cash
earnings
(Non-GAAP)
|
$
|
60
|
$
|
37
|
Decrease
in the Fair Value of Derivative Contracts
|
Non-Hedge
|
Hedge
|
Total
|
|||||||
(In
millions)
|
||||||||||
Change
in the fair value of commodity derivative
contracts:
|
||||||||||
Outstanding
net liabilities as of January 1, 2006
|
$
|
(1,223
|
)
|
$
|
-
|
$
|
(1,223
|
)
|
||
New
contract
value when entered
|
-
|
-
|
-
|
|||||||
Additions/Changes
in value of existing contracts
|
123
|
-
|
123
|
|||||||
Change
in
techniques/assumptions
|
-
|
-
|
-
|
|||||||
Settled
contracts
|
(73
|
)
|
-
|
(73
|
)
|
|||||
Net
Liabilities - Derivatives Contracts as of March 31,
2006
(1)
|
$
|
(1,173
|
)
|
$
|
-
|
$
|
(1,173
|
)
|
||
Impact
of Changes in Commodity Derivative Contracts
(2)
|
||||||||||
Income
Statement Effects (Pre-Tax)
|
$
|
(1
|
)
|
$
|
-
|
$
|
(1
|
)
|
||
Balance
Sheet
Effects:
|
||||||||||
OCI
(Pre-Tax)
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Regulatory
Asset (Net)
|
$
|
(51
|
)
|
$
|
-
|
$
|
(51
|
)
|
(1)
|
These
contracts (primarily with NUGs) are offset by a regulatory
asset.
|
(2)
|
Represents
the
change in value of existing contracts, settled contracts and changes
in
techniques/ assumptions.
|
Balance
Sheet Classification
|
|
Non-Hedge
|
|
Hedge
|
|
Total
|
|
|||
|
|
(In
millions)
|
|
|||||||
Current-
|
|
|
|
|
|
|
|
|||
Other
Assets
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Other
liabilities
|
|
|
(1
|
)
|
|
-
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Non-Current-
|
|
|
|
|
|
|
|
|
|
|
Other
Deferred
Charges
|
|
|
11
|
|
|
-
|
|
|
11
|
|
Other
noncurrent liabilities
|
|
|
(1,183
|
)
|
|
-
|
|
|
(1,183
|
)
|
Net
liabilities
|
|
$
|
(1,173
|
)
|
$
|
-
|
|
$
|
(1,173
|
)
|
2006
(1)
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
Thereafter
|
|
Total
|
|
|||||||||
|
(In
millions)
|
|
||||||||||||||||||||
Prices
actively quoted
(2)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Other
external
sources
(3)
|
|
(235
|
)
|
$
|
(266
|
)
|
(231
|
)
|
-
|
|
-
|
|
|
-
|
|
(732
|
)
|
|||||
Prices
based
on models
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(156
|
)
|
|
(128
|
)
|
|
(157
|
)
|
|
(441
|
)
|
Total
(4)
|
|
$
|
(235
|
)
|
$
|
(266
|
)
|
$
|
(231
|
)
|
$
|
(156
|
)
|
$
|
(128
|
)
|
$
|
(157
|
)
|
$
|
(1,173
|
)
|
Changes
in KWH Sales
|
|
|||||
Increase
(Decrease)
|
|
|||||
Retail
Electric Generation:
|
|
|||||
Residential
|
(2.5
|
%)
|
||||
Commercial
|
0.1
|
%
|
||||
Industrial
|
12.1
|
%
|
||||
Total
Retail Electric Generation Sales
|
2.0
|
%
|
||||
Distribution
Deliveries:
|
|
|||||
Residential
|
(2.7
|
%)
|
||||
Commercial
|
(0.8
|
%)
|
||||
Industrial
|
(3.6
|
%)
|
||||
Total
Distribution Deliveries
|
(2.4
|
%)
|
Operating
Expenses and Taxes - Changes (In millions)
|
||||
Increase
(Decrease)
|
||||
Purchased
power costs
|
$
|
10
|
||
Other
operating costs
|
3
|
|||
Provision
for
depreciation
|
(1
|
)
|
||
Amortization
of regulatory assets
|
1
|
|||
General
taxes
|
1
|
|||
Income
taxes
|
-
|
|||
Total
operating expenses and taxes
|
$
|
14
|
Three
Months Ended
March
31,
|
|||||||
Operating
Cash Flows
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Cash
earnings
(1)
|
$
|
32
|
$
|
28
|
|||
Working
capital and other
|
(20
|
)
|
(25
|
)
|
|||
Net
cash
provided from operating activities
|
$
|
12
|
$
|
3
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Reconciliation
of Cash Earnings
|
2006
|
2005
|
|||||
(In
millions)
|
|||||||
Net
Income
(GAAP)
|
$
|
18
|
$
|
16
|
|||
Non-Cash
Charges (Credits):
|
|||||||
Provision
for
depreciation
|
11
|
12
|
|||||
Amortization
of regulatory assets
|
30
|
29
|
|||||
Deferred
costs
recoverable as regulatory assets
|
(23
|
)
|
(25
|
)
|
|||
Deferred
income taxes and investment tax credits, net
|
2
|
-
|
|||||
Commodity
derivative transactions, net
|
(2
|
)
|
-
|
||||
Other
non-cash
expenses
|
(4
|
)
|
(4
|
)
|
|||
Cash
earnings
(Non-GAAP)
|
$
|
32
|
$
|
28
|
Three
Months Ended
|
||||||||||
March
31, 2006
|
||||||||||
Increase
(Decrease) in the Fair Value of Derivative
Contracts
|
Non-Hedge
|
Hedge
|
Total
|
|||||||
(In
millions)
|
||||||||||
Change
in the
fair value of commodity derivative contracts
|
||||||||||
Outstanding
net asset as of January 1, 2006
|
$
|
27
|
$
|
-
|
$
|
27
|
||||
New
contract
value when entered
|
-
|
-
|
-
|
|||||||
Additions/Changes
in value of existing contracts
|
4
|
-
|
4
|
|||||||
Change
in
techniques/assumptions
|
-
|
-
|
-
|
|||||||
Settled
contracts
|
(7
|
)
|
-
|
(7
|
)
|
|||||
Net
Assets - Derivatives Contracts as of March 31, 2006
(1)
|
$
|
24
|
$
|
-
|
$
|
24
|
||||
Impact
of Changes in Commodity Derivative Contracts
(2)
|
||||||||||
Income
Statement Effects (Pre-Tax)
|
$
|
2
|
$
|
-
|
$
|
2
|
||||
Balance
Sheet
Effects:
|
||||||||||
OCI
(Pre-Tax)
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Regulatory
Liability
|
$
|
5
|
$
|
-
|
$
|
5
|
|
|
Non-Hedge
|
|
Hedge
|
|
Total
|
|
|||
|
|
(In
millions)
|
|
|||||||
Current-
|
|
|
|
|
|
|
|
|||
Other
assets
|
|
$
|
2
|
|
$
|
-
|
|
$
|
2
|
|
Other
liabilities
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Current-
|
|
|
|
|
|
|
|
|
|
|
Other
deferred
charges
|
|
|
23
|
|
|
-
|
|
|
23
|
|
Other
noncurrent liabilities
|
|
|
(1
|
)
|
|
-
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets
|
|
$
|
24
|
|
$
|
-
|
|
$
|
24
|
|
Source
of Information
|
||||||||||||||||||||||
-
Fair
Value by Contract Year
|
2006
(1)
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
Total
|
|||||||||||||||
(In
millions)
|
||||||||||||||||||||||
Prices
based
on external sources
(2)
|
$
|
(20
|
)
|
$
|
(16
|
)
|
$
|
(17
|
)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(53
|
)
|
||||
Prices
based
on models
(3)
|
-
|
-
|
-
|
(16
|
)
|
(12
|
)
|
105
|
77
|
|||||||||||||
Total
|
$
|
(20
|
)
|
$
|
(16
|
)
|
$
|
(17
|
)
|
$
|
(16
|
)
|
$
|
(12
|
)
|
$
|
105
|
$
|
24
|
a. |
FES
will be
permitted to terminate the wholesale power sales agreement at any
time
with sixty days written notice;
|
b. |
Met-Ed
and
Penelec will procure through arrangements other than the wholesale
power
sales agreement beginning December 1, 2006 and ending December 31,
2007,
approximately 33% of the amounts of capacity and energy necessary
to
satisfy their PLR obligations for which Committed Resources (i.e.,
non-utility generation under contract to Met-Ed and Penelec, Met-Ed-
and
Penelec-owned generating facilities, purchased power contracts and
distributed generation) have not been obtained;
and
|
c. |
FES
will not
be obligated to supply additional quantities of capacity and energy
in the
event that a supplier of Committed Resources defaults on its supply
agreement.
|
PENNSYLVANIA
ELECTRIC COMPANY
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
(Unaudited)
|
March
31,
|
December
31,
|
||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
ASSETS
|
|||||||
UTILITY
PLANT:
|
|||||||
In
service
|
$
|
2,070,562
|
$
|
2,043,885
|
|||
Less
-
Accumulated provision for depreciation
|
788,535
|
784,494
|
|||||
1,282,027
|
1,259,391
|
||||||
Construction
work in progress
|
33,332
|
30,888
|
|||||
1,315,359
|
1,290,279
|
||||||
OTHER
PROPERTY AND INVESTMENTS:
|
|||||||
Nuclear
plant
decommissioning trusts
|
115,534
|
113,368
|
|||||
Non-utility
generation trusts
|
97,390
|
96,761
|
|||||
Other
|
11,915
|
15,031
|
|||||
224,839
|
225,160
|
||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash
equivalents
|
35
|
35
|
|||||
Receivables-
|
|||||||
Customers
(less accumulated provisions of $4,304,000 and $4,184,000,
|
|||||||
respectively,
for uncollectible accounts)
|
123,915
|
129,960
|
|||||
Associated
companies
|
10,176
|
18,626
|
|||||
Other
|
10,566
|
12,800
|
|||||
Notes
receivable from associated companies
|
18,758
|
17,624
|
|||||
Prepayments
and other
|
48,682
|
7,936
|
|||||
212,132
|
186,981
|
||||||
DEFERRED
CHARGES AND OTHER ASSETS:
|
|||||||
Goodwill
|
877,778
|
882,344
|
|||||
Prepaid
pension costs
|
90,972
|
89,637
|
|||||
Other
|
26,865
|
24,176
|
|||||
995,615
|
996,157
|
||||||
$
|
2,747,945
|
$
|
2,698,577
|
||||
CAPITALIZATION
AND LIABILITIES
|
|||||||
CAPITALIZATION:
|
|||||||
Common
stockholder's equity-
|
|||||||
Common
stock,
$20 par value, authorized 5,400,000 shares-
|
|||||||
5,290,596
shares outstanding
|
$
|
105,812
|
$
|
105,812
|
|||
Other
paid-in
capital
|
1,197,999
|
1,202,551
|
|||||
Accumulated
other comprehensive loss
|
(303
|
)
|
(309
|
)
|
|||
Retained
earnings
|
48,973
|
25,823
|
|||||
Total
common
stockholder's equity
|
1,352,481
|
1,333,877
|
|||||
Long-term
debt
and other long-term obligations
|
476,704
|
476,504
|
|||||
1,829,185
|
1,810,381
|
||||||
CURRENT
LIABILITIES:
|
|||||||
Short-term
borrowings-
|
|||||||
Associated
companies
|
230,474
|
261,159
|
|||||
Other
|
70,000
|
-
|
|||||
Accounts
payable-
|
|||||||
Associated
companies
|
15,915
|
33,770
|
|||||
Other
|
46,509
|
38,277
|
|||||
Accrued
taxes
|
23,001
|
27,905
|
|||||
Accrued
interest
|
14,306
|
8,905
|
|||||
Other
|
17,329
|
19,756
|
|||||
417,534
|
389,772
|
||||||
NONCURRENT
LIABILITIES:
|
|||||||
Regulatory
liabilities
|
156,002
|
162,937
|
|||||
Asset
retirement obligation
|
73,426
|
72,295
|
|||||
Accumulated
deferred income taxes
|
113,419
|
106,871
|
|||||
Retirement
benefits
|
104,022
|
102,046
|
|||||
Other
|
54,357
|
54,275
|
|||||
501,226
|
498,424
|
||||||
COMMITMENTS
AND CONTINGENCIES (Note 10)
|
|||||||
$
|
2,747,945
|
$
|
2,698,577
|
||||
The
preceding
Notes to Consolidated Financial Statements as they relate to
Pennsylvania
Electric Company are an integral part of these
|
|||||||
balance
sheets.
|
|
||||
Changes
in KWH Sales
|
|
|||
Increase
(Decrease)
|
|
|||
Retail
Electric Generation:
|
|
|||
Residential
|
(2.2
|
)%
|
||
Commercial
|
(1.4
|
)%
|
||
Industrial
|
15.1
|
%
|
||
Total
Retail Electric Generation Sales
|
2.8
|
%
|
||
Distribution
Deliveries:
|
|
|||
Residential
|
(2.4
|
)%
|
||
Commercial
|
(2.5
|
)%
|
||
Industrial
|
(3.1
|
)%
|
||
Total
Distribution Deliveries
|
(2.6
|
)%
|
||
|
|
Operating
Expenses and Taxes - Changes (In millions)
|
||||
Increase
(Decrease)
|
|
|
|
|
Purchased
power costs
|
|
$
|
11
|
|
Other
operating costs
|
|
|
(15
|
)
|
Provision
for
depreciation
|
|
|
-
|
|
Amortization
of regulatory assets
|
|
|
2
|
|
General
taxes
|
1
|
|||
Income
taxes
|
(3
|
)
|
||
Total
operating expenses and taxes
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
||||
|
|
|
March
31,
|
|
||||
Operating
Cash Flows
|
|
|
2006
|
|
2005
|
|
||
|
|
|
(In
millions)
|
|
||||
Cash
earnings
(1)
|
|
|
$
|
32
|
|
$
|
28
|
|
Working
capital and other
|
|
|
|
(36
|
)
|
|
(4
|
)
|
Net
cash provided from (used for) Operating
Activities
|
|
|
$
|
(4
|
)
|
$
|
24
|
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Reconciliation
of Cash Earnings
|
|
2006
|
|
2005
|
|
||
|
|
(In
millions)
|
|
||||
Net
Income
(GAAP)
|
|
$
|
23
|
|
$
|
21
|
|
Non-Cash
Charges (Credits):
|
|
|
|
|
|
|
|
Provision
for
depreciation
|
|
|
13
|
|
|
13
|
|
Amortization
of regulatory assets
|
|
|
15
|
|
|
13
|
|
Deferred
costs
recoverable as regulatory assets
|
|
|
(19
|
)
|
|
(19
|
)
|
Deferred
income taxes and investment tax credits
|
|
|
5
|
|
|
2
|
|
Commodity
derivative transactions, net
|
|
|
(4
|
)
|
|
-
|
|
Other
non-cash
expenses
|
|
|
(1
|
)
|
|
(2
|
)
|
Cash
earnings
(Non-GAAP)
|
|
$
|
32
|
|
$
|
28
|
|
Three
Months Ended
|
||||||||||
March 31,
2006
|
||||||||||
Increase
(Decrease) in the Fair Value of Derivative
Contracts
|
Non-Hedge
|
Hedge
|
Total
|
|||||||
(In
millions)
|
||||||||||
Change
in the
fair value of commodity derivative contracts
|
||||||||||
Outstanding
net asset at beginning of period
|
$
|
27
|
$
|
-
|
$
|
27
|
||||
New
contract
value when entered
|
-
|
-
|
-
|
|||||||
Additions/Changes
in value of existing contracts
|
3
|
-
|
3
|
|||||||
Change
in
techniques/assumptions
|
-
|
-
|
-
|
|||||||
Settled
contracts
|
-
|
-
|
-
|
|||||||
Net
Assets - Derivatives Contracts as of March 31,
2006
(1)
|
$
|
30
|
$
|
-
|
$
|
30
|
||||
Impact
of Changes in Commodity Derivative
Contracts
(2)
|
||||||||||
Income
Statement Effects (Pre-Tax)
|
$
|
6
|
$
|
-
|
$
|
6
|
||||
Balance
Sheet
Effects:
|
||||||||||
OCI
(Pre-Tax)
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Regulatory
Asset (net)
|
$
|
3
|
$
|
-
|
$
|
3
|
(1)
|
Includes
$11 million in non-hedge commodity derivative contracts, which are
offset by a regulatory liability.
|
(2)
|
Represents
the
decrease in value of existing contracts, settled contracts and
changes in
techniques/ assumptions.
|
Non-Hedge
|
Hedge
|
Total
|
||||||||
(In
millions)
|
||||||||||
Current-
|
||||||||||
Other
assets
|
$
|
4
|
$
|
-
|
$
|
4
|
||||
Other
liabilities
|
-
|
-
|
-
|
|||||||
Non-Current-
|
||||||||||
Other
deferred
charges
|
26
|
-
|
26
|
|||||||
Other
noncurrent liabilities
|
-
|
-
|
-
|
|||||||
Net
assets
|
$
|
30
|
$
|
-
|
$
|
30
|
Source
of Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair
Value by Contract Year
|
|
2006
(1)
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
Thereafter
|
|
Total
|
|
|||||||
|
|
(In
millions)
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other
external
sources
(2)
|
|
$
|
(14
|
)
|
$
|
(3
|
)
|
$
|
2
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(15
|
)
|
Prices
based
on models
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5
|
|
|
3
|
|
|
37
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
(3)
|
|
$
|
(14
|
)
|
$
|
(3
|
)
|
$
|
2
|
|
$
|
5
|
|
$
|
3
|
|
$
|
37
|
|
$
|
30
|
|
a. |
FES
will be
permitted to terminate the wholesale power sales agreement at any
time
with sixty days written notice;
|
b. |
Met-Ed
and
Penelec will procure through arrangements other than the wholesale
power
sales agreement beginning December 1, 2006 and ending December 31,
2007,
approximately 33% of the amounts of capacity and energy necessary
to
satisfy their PLR obligations for which Committed Resources (i.e.,
non-utility generation under contract to Met-Ed and Penelec, Met-Ed-
and
Penelec-owned generating facilities, purchased power contracts and
distributed generation) have not been obtained;
and
|
c. |
FES
will not
be obligated to supply additional quantities of capacity and energy
in the
event that a supplier of Committed Resources defaults on its supply
agreement.
|
Period
|
|||||||||||||
January
1-31,
|
February
1-28,
|
March
1-31,
|
First
|
||||||||||
2006
|
2006
|
2006
|
Quarter
|
||||||||||
Total
Number
of Shares Purchased
(a)
|
150,321
|
143,522
|
769,145
|
1,062,988
|
|||||||||
Average
Price
Paid per Share
|
$50.77
|
$50.67
|
$50.84
|
$50.81
|
|||||||||
Total
Number
of Shares Purchased
|
|||||||||||||
As
Part of
Publicly Announced Plans
|
|||||||||||||
or
Programs
(b)
|
-
|
-
|
-
|
-
|
|||||||||
Maximum
Number
(or Approximate Dollar
|
|||||||||||||
Value)
of
Shares that May Yet Be
|
|||||||||||||
Purchased
Under the Plans or Programs
|
-
|
-
|
-
|
-
|
|||||||||
(a)
|
Share
amounts
reflect purchases on the open market to satisfy FirstEnergy's
obligations
to deliver common stock under its Executive and Director Incentive
Compensation Plan, Deferred Compensation Plan for Outside Directors,
Executive Deferred Compensation Plan, Savings Plan and Stock
Investment
Plan. In addition, such amounts reflect shares tendered by employees
to
pay the exercise price or withholding taxes upon exercise of
stock options
granted under the Executive and Director Incentive Compensation
Plan.
|
(b)
|
FirstEnergy
does not currently have any publicly announced plan or program
for share
purchases.
|
Exhibit
Number
|
||
FirstEnergy
|
||
10.1*
|
Form
of
Guaranty Agreement dated as of April 3, 2006 by FirstEnergy Corp.
in favor
of the Participating Banks, Barclays Bank PLC, as administrative
agent and
fronting bank, and KeyBank National Association, as syndication
agent,
under the related Letter of Credit and Reimbursement
Agreement.
|
|
10.2*
|
Form
of Letter
of Credit and Reimbursement Agreement dated as of April 3, 2006
among
FirstEnergy Generation Corp., the Participating Banks, Barclays
Bank PLC,
as administrative agent and fronting bank, and KeyBank National
Association, as syndication agent.
|
|
10.3*
|
Form
of Trust
Indenture dated as of April 1, 2006 between the Ohio Water Development
Authority and The Bank of New York Trust Company, N.A. as Trustee
securing
pollution control revenue refunding bonds issued on behalf of FirstEnergy
Generation Corp.
|
|
10.4*
|
Form
of Waste
Water Facilities Loan Agreement between the Ohio Water Development
Authority and FirstEnergy Generation Corp. dated as of April 1,
2006.
|
10.5
|
Notice
of
Termination Tolling Agreement dated as of April 7, 2006; Restated
Partial
Requirements Agreement, dated January 1, 2003, by and among, Metropolitan
Edison Company, Pennsylvania Electric Company, The Waverly Electric
Power
and Light Company and FirstEnergy Solutions Corp., as amended by
a First
Amendment to Restated Requirements Agreement, dated August 29,
2003 and by
a Second Amendment to Restated Requirements Agreement, dated June
8, 2004
(“Partial Requirements Agreement”). (Form 8-K dated April 10,
2006)
|
|
10.6
|
Form
of
Restricted Stock Agreement between FirstEnergy and A. J. Alexander,
dated
February 27, 2006.
|
|
10.7
|
Form
of
Restricted Stock Unit Agreement (Performance Adjusted) between
FirstEnergy
and A.J. Alexander, dated March 1, 2006.
|
|
10.8
|
Form
of
Restricted Stock Unit Agreement (Performance Adjusted) between
FirstEnergy
and named executive officers, dated March 1, 2006.
|
|
10.9
|
Form
of
Restricted Stock Unit Agreement (Discretionary) between FirstEnergy
and
R.H. Marsh, dated March 1, 2006.
|
|
12
|
Fixed
charge
ratios
|
|
15
|
Letter
from
independent registered public accounting firm
|
|
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
32.1
|
Certification
of chief executive officer and chief financial officer, pursuant
to 18
U.S.C. Section 1350.
|
|
OE
|
||
12
|
Fixed
charge
ratios
|
|
15
|
Letter
from
independent registered public accounting firm
|
|
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
32.1
|
Certification
of chief executive officer and chief financial officer, pursuant
to 18
U.S.C. Section 1350.
|
|
Penn | ||
15 | Letter from independent registered public accounting firm | |
31.1 | Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-(e). | |
31.2 | Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-(e). | |
32.1 | Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. Section 1350. | |
CEI
|
||
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
32.1
|
Certification
of chief executive officer and chief financial officer, pursuant
to 18
U.S.C. Section 1350.
|
|
TE
|
||
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
32.1
|
Certification
of chief executive officer and chief financial officer, pursuant
to 18
U.S.C. Section 1350.
|
|
JCP&L
|
||
12
|
Fixed
charge
ratios
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
31.3
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
32.2
|
Certification
of chief executive officer and chief financial officer, pursuant
to 18
U.S.C. Section 1350.
|
|
Met-Ed
|
||
12
|
Fixed
charge
ratios
|
|
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
32.1
|
Certification
of chief executive officer and chief financial officer, pursuant
to 18
U.S.C. Section 1350.
|
|
Penelec
|
||
12
|
Fixed
charge
ratios
|
|
15
|
Letter
from
independent registered public accounting firm
|
|
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-(e).
|
|
32.1
|
Certification
of chief executive officer and chief financial officer, pursuant
to 18
U.S.C. Section 1350.
|
|
*
Three
substantially similar agreements, each dated as of the same date,
were
executed and delivered by the registrant and its affiliates with
respect
to three other series of pollution control revenue refunding bonds
issued
by the Ohio Water Development Authority and the Beaver County Industrial
Development Authority relating to pollution control notes of FirstEnergy
Generation Corp. and FirstEnergy Nuclear Generation Corp. (Form
8-K dated
April 3, 2006)
|
FIRSTENERGY
CORP.
|
|
Registrant
|
|
OHIO
EDISON COMPANY
|
|
Registrant
|
|
THE
CLEVELAND ELECTRIC
|
|
ILLUMINATING
COMPANY
|
|
Registrant
|
|
THE
TOLEDO EDISON COMPANY
|
|
Registrant
|
|
PENNSYLVANIA
POWER COMPANY
|
|
Registrant
|
|
JERSEY
CENTRAL POWER & LIGHT COMPANY
|
|
Registrant
|
|
METROPOLITAN
EDISON COMPANY
|
|
Registrant
|
|
PENNSYLVANIA
ELECTRIC COMPANY
|
|
Registrant
|
/s/
Harvey
L.
Wagner
|
|
Harvey L. Wagner
|
|
Vice
President, Controller
|
|
and
Chief Accounting Officer
|
Page
|
|
PRELIMINARY
STATEMENTS
|
1
|
SECTION
1.01.
|
Certain
Defined Terms
|
2
|
SECTION
1.02.
|
Computation
of
Time Periods
|
13
|
SECTION
1.03.
|
Accounting
Terms
|
13
|
SECTION
1.04.
|
Internal
References
|
13
|
SECTION
2.01.
|
The
Letter of
Credit
|
14
|
SECTION
2.02.
|
Issuing
the
Letter of Credit; Termination
|
14
|
SECTION
2.03.
|
Commissions
and Fees
|
14
|
SECTION
2.04.
|
Reimbursement
On Demand
|
15
|
SECTION
2.05.
|
Tender
Advances; Interest Rates
|
15
|
SECTION
2.06.
|
Prepayments
|
16
|
SECTION
2.07.
|
Yield
Protection
|
16
|
SECTION
2.08.
|
Changes
in
Capital Adequacy Regulations
|
16
|
SECTION
2.09.
|
Payments
and
Computations
|
17
|
SECTION
2.10.
|
Non-Business
Days
|
17
|
SECTION
2.11.
|
Source
of
Funds
|
17
|
SECTION
2.12.
|
Extension
of
the Stated Expiration Date
|
17
|
SECTION
2.13.
|
Amendments
Upon Extension
|
18
|
SECTION
2.14.
|
Evidence
of
Debt
|
18
|
SECTION
2.15.
|
Obligations
Absolute
|
18
|
SECTION
2.16.
|
Net
of Taxes,
Etc
|
18
|
SECTION
2.17.
|
Participation
by Banks in Letter of Credit
|
20
|
SECTION
3.01.
|
Conditions
Precedent to Issuance of the Letter of Credit
|
24
|
SECTION
3.02.
|
Additional
Conditions Precedent to Issuance of the Letter of Credit
|
|
and
Amendment
of the Letter of Credit
|
26
|
|
SECTION
3.03.
|
Conditions
Precedent to Each Tender Advance
|
27
|
SECTION
4.01.
|
Representations
and Warranties of the Company
|
28
|
SECTION
5.01.
|
Affirmative
Covenants
|
32
|
SECTION
5.02.
|
Negative
Covenants
|
37
|
SECTION
6.01.
|
Events
of
Default
|
43
|
SECTION
6.02.
|
Upon
an Event
of Default
|
45
|
SECTION
8.01.
|
Appointment
|
46
|
SECTION
8.02.
|
Delegation
of
Duties
|
46
|
SECTION
8.03.
|
Exculpatory
Provisions
|
47
|
SECTION
8.04.
|
Reliance
by
Administrative Agent
|
47
|
SECTION
8.05.
|
Notice
of
Default
|
47
|
SECTION
8.06.
|
Non-Reliance
on Administrative Agent and Other Banks
|
48
|
SECTION
8.07.
|
Indemnification
|
48
|
SECTION
8.08.
|
Administrative
Agent in Its Individual Capacity
|
48
|
SECTION
8.09.
|
Successor
Administrative Agent
|
49
|
SECTION
8.10.
|
Fronting
Bank
|
49
|
SECTION
8.11.
|
Notices;
Actions Under Related Documents
|
49
|
SECTION
9.01.
|
Amendments,
Etc
|
49
|
SECTION
9.02.
|
Notices,
Etc
|
50
|
SECTION
9.03.
|
No
Waiver;
Remedies
|
50
|
SECTION
9.04.
|
Set-off
|
51
|
SECTION
9.05.
|
Indemnification
|
51
|
SECTION
9.06.
|
Liability
of
the Banks
|
52
|
SECTION
9.07.
|
Costs,
Expenses and Taxes
|
53
|
SECTION
9.08.
|
Binding
Effect
|
53
|
SECTION
9.09.
|
Assignments
and Participation
|
53
|
SECTION
9.10.
|
Severability
|
56
|
SECTION
9.11.
|
GOVERNING
LAW
|
56
|
SECTION
9.12.
|
Headings
|
56
|
SECTION
9.13.
|
Submission
To
Jurisdiction; Waivers
|
57
|
SECTION
9.14.
|
Acknowledgments
|
57
|
SECTION
9.15.
|
WAIVERS
OF
JURY TRIAL
|
57
|
SECTION
9.16.
|
Execution
in
Counterparts
|
58
|
SECTION
9.17.
|
"Reimbursement
Agreement" for Purposes of Indenture
|
58
|
SECTION
9.18.
|
USA
PATRIOT
Act
|
58
|
(i)
|
FIRSTENERGY
GENERATION CORP., an Ohio corporation (the “
Company
”);
|
(ii)
|
the
participating banks listed on the signature pages hereto (the
“
Banks
”);
and
|
(iii)
|
BARCLAYS
BANK
PLC, a banking corporation organized under the laws of England and
Wales,
acting through its New York Branch (“
Barclays
”),
as
Fronting Bank and Administrative Agent (in such capacities, together
with
its successors and permitted assigns in such capacities, respectively,
the
“
Fronting
Bank
”
and
the
“
Administrative
Agent
”).
|
(i)
|
the
“Bonds”
(as defined in each of the Existing Reimbursement Agreements) shall
be
subject to conditional redemption as of the date hereof;
|
(ii)
|
proceeds
of
the Bonds and all other revenue refunding bonds issued on behalf
of the
Company or FirstEnergy Nuclear Generation Corp., an affiliate of
the
Company, in an amount equal to the aggregate unpaid reimbursement
obligations relating to the principal amount of all redemption draws
in
respect of the “Bonds” under (and as defined in) the Existing
Reimbursement Agreements (the “
Existing
Redemption Draw Obligations
”)
shall be
transferred to the applicable beneficiary trustee of each letter
of credit
issued pursuant thereto for immediate application to the Existing
Redemption Draw Obligations on such
date;
|
(iii)
|
all
unpaid
obligations of the applicable account party (other than the Existing
Redemption Draw Obligations) under the Existing Reimbursement Obligations
shall have been paid in full; and
|
(iv)
|
after
giving
effect to such application of such amounts under clauses (ii) and
(iii)
above, (a) all obligations of the applicable account party under
the
Existing Reimbursement Agreements shall have been paid in full, (b)
all
letters of credit issued pursuant thereto shall have been returned
as
“cancelled” to the Administrative Agent or the applicable issuer thereof
and (c) each Existing Reimbursement Agreement shall be terminated
(other
than in respect of contingent indemnity obligations and any other
obligation that expressly survives the termination
thereof).
|
FIRSTENERGY
GENERATION CORP.
|
|
By
|
|
Name:
|
|
Title:
|
BARCLAYS
BANK PLC
,
|
|
acting
through
its New York Branch,
|
|
as
Administrative Agent and Fronting Bank and
|
|
as
a
Bank
|
|
By
|
|
Name:
Sydney
G. Dennis
|
|
Title:
Director
|
KEYBANK
NATIONAL ASSOCIATION
,
as
|
|
Syndication Agent and as a Bank | |
By
|
|
Name:
|
|
Title:
|
LASALLE
BANK, N.A.
,
as
Co-Documentation
|
|
Agent and as a Bank | |
By
|
|
Name:
|
|
Title:
|
BANK
OF AMERICA, N.A.
,
as
Co-
|
|
Documentation Agent and as a Bank | |
By
|
|
Name:
|
|
Title:
|
MIZUHO
CORPORATE BANK, LTD
,
as
Co-
|
|
Documentation Agent and as a Bank | |
By
|
|
Name:
|
|
Title:
|
SUMITOMO
MITSUI BANKING
|
|
CORPORATION , as a Bank | |
By
|
|
Name:
|
|
Title:
|
BAYERISCHE
LANDESBANK
,
as a
Bank
|
|
By
|
|
Name:
|
|
Title:
|
|
By
|
|
Name:
|
|
Title:
|
BANK
HAPOALIM B.M.
,
as a
Bank
|
|
By
|
|
Name:
|
|
Title:
|
|
By
|
|
Name:
|
|
Title:
|
KBC
BANK N.V.
,
as a
Bank
|
|
By
|
|
Name:
|
|
Title:
|
|
By
|
|
Name:
|
|
Title:
|
THE
NORINCHUKIN BANK, NEW YORK
|
|
BRANCH , as a Bank | |
By
|
|
Name:
|
|
Title:
|
CHANG
HWA COMMERCIAL BANK, LTD., NEW
|
|
YORK BRANCH , as a Bank | |
By
|
|
Name:
|
|
Title:
|
|
By
|
|
Name:
|
|
Title:
|
MELLON
BANK, N.A.
,
as a
Bank
|
|
By
|
|
Name:
|
|
Title:
|
TAIPEI
FUBON COMMERCIAL BANK, NEW
|
|
YORK AGENCY , as a Bank | |
By
|
|
Name:
|
|
Title:
|
Status
|
Level
1 Status
Reference
Ratings at least A- by S&P or A3 by
Moody’s
|
Level
2 Status
Reference
Ratings lower than Level 1 but at least BBB+ by S&P or Baa1 by
Moody’s
|
Level
3 Status
Reference
Ratings of lower than Level 2 but at least BBB by S&P or Baa2 by
Moody’s
|
Level
4 Status
Reference
Ratings lower than Level 3 but at least BBB- by S&P and Baa3 by
Moody’s
|
Level
5 Status
Reference
Ratings lower than Level 3 but at least BBB- by S&P or Baa3 by
Moody’s
|
Level
6 Status
Reference
Ratings lower than Level 4 but at least BB+ by S&P or Ba1 by
Moody’s
|
Level
7 Status
Reference
Ratings lower than BB+ by S&P and Ba1 by Moody’s or if no Reference
Rating exists
|
Applicable
LC Fee Rate
(basis
points)
|
35.0
|
40.0
|
50.0
|
65.0
|
70.0
|
87.5
|
112.5
|
Applicable
Margin for Alternate Base Rate (basis
points)
|
50.0
|
50.0
|
50.0
|
50.0
|
50.0
|
50.0
|
50.0
|
Applicable
Commitment Rate
|
8.0
|
10.0
|
12.5
|
15.0
|
17.5
|
20.0
|
30.0
|
Page
|
|
RECITALS |
1
|
FORM
OF
BOND
|
2
|
FORM
OF
CERTIFICATE OF AUTHENTICATION
|
12
|
FORM
OF LEGAL
OPINION
|
12
|
FORM
OF
ASSIGNMENT
|
13
|
FORM
OF
ABBREVIATIONS
|
13
|
GRANTING
CLAUSE
|
13
|
HABENDUM
|
13
|
ARTICLE
I
DEFINITIONS
|
15
|
|
Definitions
|
15
|
|
ARTICLE
II THE
BONDS
|
29
|
|
Section
2.01.
|
Amounts
and
Terms; Issuance of Bonds
|
29
|
Section
2.02.
|
Designation,
Denominations and Maturity; Interest Rates
|
29
|
Section
2.03.
|
Registered
Bonds Required; Bond Registrar and Bond Register
|
37
|
Section
2.04.
|
Registration,
Transfer and Exchange
|
38
|
Section
2.05.
|
Authentication;
Authenticating Agent
|
38
|
Section
2.06.
|
Payment
of
Principal and Interest; Interest Rights Preserved
|
39
|
Section
2.07.
|
Persons
Deemed
Owners
|
40
|
Section
2.08.
|
Execution
|
40
|
Section
2.09.
|
Mutilated,
Destroyed, Lost or Stolen Bonds
|
41
|
Section
2.10.
|
Cancellation
and Disposal of Surrendered Bonds
|
41
|
Section
2.11.
|
Book-Entry
System
|
41
|
Section
2.12.
|
Dutch
Auction
Rate Periods; Dutch Auction Rate: Auction Period
|
44
|
Section
2.13.
|
Early
Deposit
of Payments
|
53
|
Section
2.14.
|
Calculation
of
Maximum Dutch Auction Rate, Minimum Dutch Auction Rate and Overdue
Rate
|
54
|
ARTICLE
III
ISSUANCE OF BONDS
|
55
|
|
Section
3.01.
|
Issuance
of
Bonds
|
55
|
ARTICLE
IV
PROCEEDS OF THE BONDS
|
56
|
|
Section
4.01.
|
Delivery
of
Proceeds
|
56
|
Section
4.02.
|
Redemption
of
Refunded Bonds
|
56
|
ARTICLE
V
PURCHASE AND REMARKETING OF BONDS
|
57
|
|
Section
5.01.
|
Purchase
of
Bonds
|
57
|
Section
5.02.
|
Remarketing
of
Bonds
|
60
|
Section
5.03.
|
Purchase
Fund;
Purchase of Bonds Delivered to Tender Agent
|
61
|
Section
5.04.
|
Delivery
of
Remarketed or Purchased Bonds
|
62
|
Section
5.05.
|
Pledged
Bonds
|
62
|
Section
5.06.
|
Drawings
on
Credit Facility
|
63
|
Section
5.07.
|
Delivery
of
Proceeds of Sale
|
64
|
Section
5.08.
|
Limitations
on
Purchase and Remarketing
|
64
|
Page | ||
65
|
||
Section
6.01.
|
Revenues
to Be
Paid Over to Trustee
|
65
|
Section
6.02.
|
Bond
Fund
|
65
|
Section
6.03.
|
Revenues
to Be
Held for All Bondholders; Certain Exceptions
|
66
|
Section
6.04.
|
Creation
of
Rebate Fund
|
66
|
|
||
ARTICLE
VII
CREDIT FACILITIES
|
68
|
|
Section
7.01.
|
Letter
of
Credit
|
68
|
Section
7.02.
|
Termination
|
68
|
Section
7.03.
|
Alternate
Credit Facilities
|
69
|
Section
7.04.
|
Mandatory
Purchase of Bonds
|
70
|
Section
7.05.
|
Notices
|
70
|
Section
7.06.
|
Other
Credit
Enhancement; No Credit Facility
|
71
|
|
||
ARTICLE
VIII
SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS
|
72
|
|
Section
8.01.
|
Deposits
and
Security Therefor
|
72
|
Section
8.02.
|
Investment
or
Deposit of Funds
|
72
|
Section
8.03.
|
Investment
by
the Trustee
|
73
|
|
||
ARTICLE
IX
REDEMPTION OF BONDS
|
74
|
|
Section
9.01.
|
Redemption
Dates and Prices
|
74
|
Section
9.02.
|
Company
Direction of Optional Redemption
|
77
|
Section
9.03.
|
Selection
of
Bonds to be Called for Redemption
|
77
|
Section
9.04.
|
Notice
of
Redemption
|
78
|
Section
9.05.
|
Bonds
Redeemed
in Part
|
79
|
|
||
ARTICLE
X
COVENANTS OF THE ISSUER
|
80
|
|
Section
10.01.
|
Payment
of
Principal of and Interest on Bonds
|
80
|
Section
10.02.
|
Corporate
Existence; Compliance with Laws
|
81
|
Section
10.03.
|
Enforcement
of
Agreement; Prohibition Against Amendments; Notice of
Default
|
81
|
Section
10.04.
|
Further
Assurances
|
81
|
Section
10.05.
|
Bonds
Not to
Become Arbitrage Bonds
|
81
|
Section
10.06.
|
Financing
Statements
|
81
|
|
||
ARTICLE
XI
EVENTS OF DEFAULT AND REMEDIES
|
83
|
|
Section
11.01.
|
Events
of
Default Defined
|
83
|
Section
11.02.
|
Acceleration
and Annulment Thereof
|
83
|
Section
11.03.
|
Other
Remedies
|
84
|
Section
11.04.
|
Legal
Proceedings by Trustee
|
85
|
Section
11.05.
|
Discontinuance
of Proceedings by Trustee
|
85
|
Section
11.06.
|
Bondholders
May Direct Proceedings
|
85
|
Section
11.07.
|
Limitations
on
Actions by Bondholders
|
85
|
Section
11.08.
|
Trustee
May
Enforce Rights Without Possession of Bonds
|
86
|
Section
11.09.
|
Delays
and
Omissions Not to Impair Right
|
86
|
Section
11.10.
|
Application
of
Moneys in Event of Default
|
86
|
Page | ||
Section
11.11.
|
Trustee,
the
Credit Facility Issuer and Bondholders Entitled to All Remedies
Under Act;
Remedies Not Exclusive
|
86
|
ARTICLE
XII
THE TRUSTEE
|
88
|
|
Section
12.01.
|
Acceptance
of
Trust
|
88
|
Section
12.02.
|
No
Responsibility for Recitals, etc.
|
88
|
Section
12.03.
|
Trustee
May
Act Through Agents; Answerable Only for Willful Misconduct or
Negligence
|
88
|
Section
12.04.
|
Trustee’s
Compensation and Indemnity
|
88
|
Section
12.05.
|
Notice
of
Default; Right to Investigate
|
88
|
Section
12.06.
|
Obligation
to
Act on Defaults
|
89
|
Section
12.07.
|
Reliance
|
89
|
Section
12.08.
|
Trustee
May
Own Bonds
|
89
|
Section
12.09.
|
Construction
of Ambiguous Provisions
|
89
|
Section
12.10.
|
Resignation
of
Trustee
|
89
|
Section
12.11.
|
Removal
of
Trustee
|
89
|
Section
12.12.
|
Appointment
of
Successor Trustee
|
90
|
Section
12.13.
|
Qualification
of Successor
|
90
|
Section
12.14.
|
Instruments
of
Succession
|
90
|
Section
12.15.
|
Merger
of
Trustee
|
90
|
Section
12.16.
|
No
Transfer of
the Note; Exception
|
90
|
Section
12.17.
|
Subrogation
of
Rights by Credit Facility Issuer
|
90
|
Section
12.18.
|
Privileges
and
Immunities of Paying Agent, Tender Agent and Authenticating
Agent
|
90
|
Section
12.19.
|
Limitation
on
Rights of Credit Facility Issuer
|
90
|
Section
12.20.
|
No
Obligation
to Review Company or Issuer Reports
|
91
|
ARTICLE
XIII
THE REMARKETING AGENT AND THE TENDER AGENT
|
92
|
|
Section
13.01.
|
The
Remarketing Agent
|
92
|
Section
13.02.
|
The
Tender
Agent
|
92
|
Section
13.03.
|
Notices
|
93
|
Section
13.04.
|
Appointment
of
Auction Agent; Qualifications of Auction Agent; Resignation;
Removal
|
93
|
Section
13.05.
|
Market
Agent
|
94
|
Section
13.06.
|
Several
Capacities
|
94
|
ARTICLE
XIV
ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS
|
95
|
|
Section
14.01.
|
Acts
of
Bondholders; Evidence of Ownership
|
95
|
ARTICLE
XV
AMENDMENTS AND SUPPLEMENTS
|
96
|
|
Section
15.01.
|
Amendments
and
Supplements Without Bondholders’ Consent
|
96
|
Section
15.02.
|
Amendments
With Bondholders’ Consent
|
97
|
Section
15.03.
|
Amendment
of
Agreement, or Note
|
97
|
Section
15.04.
|
Amendment
of
Credit Facility
|
97
|
Section
15.05.
|
Trustee
Authorized to Join in Amendments and Supplements; Reliance on
Counsel
|
98
|
Section
15.06.
|
Opinion
of
Bond Counsel
|
98
|
Page | ||
ARTICLE
XVI
DEFEASANCE
|
99
|
|
Section
16.01.
|
Defeasance
|
99
|
ARTICLE
XVII
MISCELLANEOUS PROVISIONS
|
101
|
|
Section
17.01.
|
No
Personal
Recourse
|
101
|
Section
17.02.
|
Deposit
of
Funds for Payment of Bonds
|
101
|
Section
17.03.
|
Effect
of
Purchase of Bonds
|
101
|
Section
17.04.
|
No
Rights
Conferred on Others
|
101
|
Section
17.05.
|
Illegal,
etc.,
Provisions Disregarded
|
101
|
Section
17.06.
|
Substitute
Notice
|
101
|
Section
17.07.
|
Notices
to
Trustee and Issuer
|
101
|
Section
17.08.
|
Successors
and
Assigns
|
102
|
Section
17.09.
|
Headings
for
Convenience Only
|
102
|
Section
17.10.
|
Counterparts
|
102
|
Section
17.11.
|
Information
Under Commercial Code
|
102
|
Section
17.12.
|
Credits
on
Note
|
102
|
Section
17.13.
|
Payments
Due
on Saturdays, Sundays and Holidays
|
102
|
Section
17.14.
|
Applicable
Law
|
102
|
Section
17.15.
|
Notice
of
Change
|
102
|
EXECUTION
|
104
|
MATURITY
DATE
|
INTEREST
RATE
MODE
|
DATE
OF THE
BONDS
|
CUSIP
|
|||||||
May
15,
2019
|
[
If
Long-Term Rate also
|
April
3 , 2006
|
677660
___
|
|||||||
identify length of Long-
|
||||||||||
Term
Rate Period
]
|
[[
TO
BE FILLED
IN ONLY IF INTEREST RATE MODE IDENTIFIED
|
|
ABOVE
IS THE
COMMERCIAL PAPER RATE AND CEDE & CO. IS
|
|
NOT
THE
REGISTERED OWNER:
|
Commercial
|
Commercial
|
|||||
Purchase
|
Paper
Rate
|
Paper
|
Interest
|
|||
Date
|
Period
|
Rate
|
Payable
]]
|
Original
Length of
|
Redemption
Price
|
|||
Current
Long-Term
|
Commencement
of
|
as
Percentage
|
||
Rate
Period
(Years)
|
Redemption
Period
|
of
Principal
|
||
More
than 15
years
|
Tenth
anniversary of
|
|||
commencement
of Long-
|
||||
Term
Rate
Period
|
100%
|
|||
Greater
than
10 years
|
Fifth
anniversary of
|
|||
but
equal to
or less
|
commencement
of Long-
|
|||
than
15
years
|
Term
Rate
Period
|
100%
|
||
Equal
to or
less than 10 years
|
Non-callable
|
Non-callable
|
STATE
OF OHIO,
BY THE OHIO WATER
|
||
DEVELOPMENT
AUTHORITY
|
||
By:________________________________
|
||
[SEAL]
|
Chairman
|
|
By:
________________________________
|
||
Vice
Chairman
|
||
ATTEST:
|
||
Secretary-Treasurer
|
THE
BANK OF
NEW YORK TRUST
|
||
COMPANY,
N.A.
|
||
as
Trustee
|
||
By:
_________________________________
|
||
Authorized
Signature
|
||
OHIO
WATER
DEVELOPMENT
|
||
AUTHORITY
|
||
By
____________
(facsimile)
_______________
|
||
Secretary-Treasurer
|
Respectfully
submitted,
|
|
SQUIRE,
SANDERS & DEMPSEY L.L.P.
|
|
NOTICE:
|
The
assignor’s
signature to this Assignment must correspond with the name as it
appears
on the face of the within bond in every particular without alteration,
enlargement or any change whatever.
|
|
TEN
COM - as
tenants in common
|
TEN
ENT - as
tenants by the entireties
|
|
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
Act
|
Letter
of
Credit
|
|
Agreement
|
Note
|
|
Bank
|
Project
|
|
Bonds
|
Refunded
Bonds
|
|
Company
|
State
|
|
Issuer
|
Trustee
|
Applicable
|
||
Prevailing
Rating
|
Percentage
|
|
AAA/Aaa
|
175%
|
|
AA/Aa
|
185%
|
|
A/A
|
195%
|
|
BBB/Baa
|
200%
|
|
Below
BBB/Baa
|
265%
|
Dutch
Auction Rate Period: Determination of Sufficient Clearing
Bids,
Winn
i
ng
Bid Rate
and Dutch Auction Rate
.
|
Original
Length of
Current
Long-Term
Rate
Period
(Years)
|
Commencement
of
Redemption
Period
|
Redemption
Price
as
Percentage
of
Principal
|
|||||
More
than 15
years
|
Tenth
anniversary of com-mencement of Long-Term Rate Period
|
100
%
|
|
||||
Greater
than
10 years but equal to or less than
15
years
|
Fifth
anniversary of com- mencement of Long-Term Rate Period
|
100
%
|
|
||||
Equal
to or
less than 10 years
|
Non-callable
|
Non-callable
|
OHIO
WATER
DEVELOPMENT
|
||
AUTHORITY
|
||
By:
_______________________________________________
|
||
Executive
Director
|
||
THE
BANK OF
NEW YORK TRUST COMPANY,
|
||
N.A.,
as
Trustee
|
||
By:
________________________________________________
|
||
Assistant Vice President
|
Page
|
|||
I.
|
Background,
Representations and Findings.
|
||
Section
1.1
|
Background
|
1
|
|
Section
1.2
|
Company
Representations
|
2
|
|
Section
1.3
|
Issuer
Findings and Representations
|
5
|
|
II.
|
Completion
of
the Project.
|
||
Section
2.1
|
Acquisition,
Construction and Installation
|
5
|
|
Section
2.2
|
Plans
and
Specifications
|
5
|
|
III.
|
Refunding
the
Refunded Bonds.
|
||
Section
3.1
|
Issuance
of
Bonds
|
6
|
|
Section
3.2
|
Investment
of
Fund Moneys
|
6
|
|
IV.
|
Loan
and
Repayment.
|
||
Section
4.1
|
Amount
and
Source of Loan
|
7
|
|
Section
4.2
|
Repayment
of
Loan
|
7
|
|
Section
4.3
|
The
Note
|
7
|
|
Section
4.4
|
Acceleration
of Payment to Redeem Bonds
|
8
|
|
Section
4.5
|
No
Defense or
Set-Off
|
8
|
|
Section
4.6
|
Assignment
of
Issuer’s Rights
|
8
|
|
Section
4.7
|
Credit
Facility; Conversion
|
8
|
|
V.
|
Covenants
of
the Company.
|
||
Section
5.1
|
Maintenance
and Operation of Project
|
9
|
|
Section
5.2
|
Corporate
Existence
|
9
|
|
Section
5.3
|
Payment
of
Trustee’s Compensation and Expenses
|
10
|
|
Section
5.4
|
Payment
of
Issuer’s Expenses
|
10
|
|
Section
5.5
|
Indemnity
Against Claims
|
10
|
|
Section
5.6
|
Limitation
of
Liability of the Issuer
|
11
|
|
Section
5.7
|
Insurance
|
11
|
|
Section
5.8
|
Default,
etc.
|
11
|
|
Section
5.9
|
Deficiencies
in Revenues
|
11
|
|
Section
5.10
|
Rebate
Fund
|
11
|
|
Section
5.11
|
Assignment
of
Agreement in Whole or in Part by Company
|
12
|
|
Section
5.12
|
Assignment
of
Agreement in Whole by Company
|
12
|
|
VI.
|
Miscellaneous.
|
||
Section
6.1
|
Notices
|
13
|
|
Section
6.2
|
Assignments
|
13
|
|
Section
6.3
|
Illegal,
etc.
Provisions Disregarded
|
13
|
|
Section
6.4
|
Applicable
Law
|
13
|
|
Section
6.5
|
Amendments
|
13
|
|
Section
6.6
|
Term
of
Agreement
|
13
|
|
EXECUTION
|
14
|
||
EXHIBIT
A -
Project Description
|
|||
EXHIBIT
B -
Form of Company Note
|
OHIO
WATER
DEVELOPMENT AUTHORITY
|
|
By_______________________________________
|
|
Executive
Director
|
|
FIRSTENERGY
GENERATION CORP.
|
|
By________________________________________
|
|
Assistant
Treasurer
|
Dated: April
3, 2006
|
FIRSTENERGY
GENERATION CORP.
|
By:
______________________________
|
|
Assistant
Treasurer
|
RE:
|
Notice
of Termination
Tolling
Agreement
|
Restated
Partial Requirements Agreement, dated January 1, 2003, by and
among,
Metropolitan Edison Company, Pennsylvania Electric Company,
The Waverly
Electric Power and Light Company and FirstEnergy Solutions
Corp., as
amended by a First Amendment to Restated Requirements Agreement,
dated
August 29, 2003 and by a Second Amendment to Restated Requirements
Agreement, dated June 8, 2004 (“Partial Requirements
Agreement”)
|
1. |
The
termination provisions of Paragraph 6 of the Partial Requirements
Agreement, as tolled by the November 1, 2005 Tolling Agreement, shall
be
tolled for a period of one (1) year from December 31, 2006,
provided:
|
a. |
Solutions
shall be permitted to terminate the Partial Requirements Agreement
at any
time during the term of this Tolling Agreement with sixty (60) days
written notice;
|
b. |
Buyers
shall
procure through arrangements other than the Partial Requirements
Agreement
beginning December 1, 2006 and ending December 31, 2007, approximately
33%
of the amounts of capacity, energy, ancillary services and other
services
necessary to satisfy their Provider of Last Resort obligations for
which
Committed Resources (as defined in the Partial Requirements Agreement)
have not been obtained; and
|
c. |
Solutions
has
no obligation under the Partial Requirements Agreement to supply
additional quantities of capacity and energy in the event that a
supplier
of Committed Resources defaults on its supply
agreement.
|
2. |
Solutions
will
not act as agent for Buyers in procuring capacity and energy under
section
1(b), above.
|
3. |
The
pricing
provision of Paragraph 5 of the Partial Requirements Agreement shall
remain unchanged provided Buyers comply with the provisions of this
Tolling Agreement and any applicable provision of the Partial Requirements
Agreement.
|
Sincerely,
|
Guy
L.
Pipitone
|
President
|
FirstEnergy
Solutions Corp.
|
By:
|
|
Douglas
S.
Elliott
|
|
Executive
Vice
President
|
|
This
__ day of
April, 2006
|
1. |
Restricted
Shares shall not be sold, transferred, pledged, or assigned, until
the
earliest of:
|
a) |
April
30, 2011
at the Board’s discretion or automatically on April 30, 2013;
|
b) |
The
date of
the Recipient’s death;
|
c) |
The
date that
the Recipient’s employment is terminated due to Disability;
or
|
d) |
The
date that
Recipient’s employment is terminated following a Change in Control,
provided that such termination occurs under the conditions specified
in
either Section 5(a) or 5(b) of Recipient’s Special Severance Agreement
dated March 5, 2004 and provided further that such termination was
not at
Recipient’s discretion pursuant to Section 5(c) of Recipient’s Special
Severance Agreement, dated March 5,
2004.
|
1.
|
If
Recipient’s
employment with the Company or its immediate successor as a result
of a
Change in Control is terminated under the conditions specified in
either
Section 5(a) or 5(b) of Recipient’s Special Severance Agreement dated
March 5, 2004 and is not terminated at Recipient’s discretion pursuant to
Section 5(c) of such Special Severance Agreement, Recipient shall
be
entitled to a lump sum cash payment within ten (10) days after such
termination of employment determined by subtracting (a) from (b)
and
multiplying such difference, if any, by (c)
where:
|
If
the Fair
Market Value of a Share determined under (a) above is equal to or
greater
than the amount determined under (b) above, no payment shall be made
under
this Paragraph 1 .
|
2.
|
If
Recipient’s
employment with the Company or its immediate successor continues
after a
Change in Control without termination until the date that the Restricted
Shares cease to be restricted in accordance with paragraphs a), b)
or c)
of Section 1 of the Restricted Period set forth in the Restricted
Stock
Agreement between the Company and the Recipient dated February 27,
2006,
Recipient or his beneficiary shall be entitled to a lump sum cash
payment
within ten (10) days after such date that the Restricted Shares cease
to
be restricted in accordance with such paragraphs determined by subtracting
(a) from (b) and multiplying such difference, if any, by (c)
where:
|
3.
|
An
adjustment
may be made to the above calculations as determined by the Committee,
in
its sole discretion, to prevent dilution or enlargement in a manner
as
authorized under this Restricted Stock Agreement and Section 4.3
of the
Plan in connection with any events of the type provided for in said
Section 4.3.
|
4.
|
Notwithstanding
anything to the contrary in this Section relating to Share Value
Protection Rights, Recipient shall be entitled to the Restricted
Shares
upon satisfaction of the other sections of this Agreement even if
there is
no cash payment made under this Section relating to Share Value Protection
Rights.
|
· |
Termination
of
employment with the Company or its subsidiaries for any reason, including
a termination of employment at Recipient’s discretion pursuant to Section
5 (c) of Recipient’s Special Severance Agreement dated March 5, 2004.
Notwithstanding the foregoing, no forfeiture shall occur if termination
of
employment with the Company is due to death, Disability (as defined
under
the then established rules of the Company or any of its subsidiaries,
as
the case may be) or is pursuant to either Section 5(a) or (b) of
Recipient’s Special Severance Agreement dated March 5,
2004.
|
· |
Any
attempt to sell, transfer, pledge, or assign the Restricted Shares
in
violation of the above.
|
1. |
The
administration of this Agreement and the Plan will be performed in
accordance with Article 3 of the Plan. All determinations and decisions
made by the Committee, the Board, or any delegate of the Committee
as to
the provisions of the Plan shall be final, conclusive, and binding
on all
persons.
|
2. |
The
terms of
this Agreement are governed at all times by the official text of
the Plan
and in no way alter or modify the
Plan.
|
3. |
If
a term is
capitalized but not defined in this Agreement, it has the meaning
given to
it in the Plan.
|
4. |
To
the extent
a conflict exists between the terms of this Agreement and the provisions
of the Plan, the provisions of the Plan shall
govern.
|
5. |
This
Agreement
is governed by the laws of the State of Ohio without giving effect
to the
principles of the conflicts of
laws.
|
FirstEnergy Corp. | ||
|
|
|
By: |
|
|
________________
Date:
|
(Signature of Recipient) |
|
a) |
5:00
p.m.
Akron Time on March 1, 2009;
|
b) |
The
date of
the Grantee’s death;
|
c) |
The
date that
the Grantee’s employment is terminated due to Disability
(as
defined under the then established rules of the Company or any of
its
subsidiaries, as the case may be)
;
|
d) |
The
date that
Grantee’s employment is terminated at any time following a Change in
Control, provided that such termination occurs under the conditions
specified in either Section 5(a) or 5(b) of Grantee’s Special Severance
Agreement dated March 5, 2004, but without regard to the thirty-six
(36)
month period specified in Section 5(a) or 5(b) and provided further
that
such termination was not at Grantee’s discretion pursuant to Section 5(c)
of Grantee’s Special Severance Agreement, dated March 5, 2004
.
|
· |
If
the
Company’s average annual performance meets or exceeds the average of the
target performance levels established by the Committee with respect
to all
three of the performance metrics identified above, the base number
of
shares issuable under the Restricted Stock Units (as set forth in
Section
One of this Agreement) will be increased by twenty-five percent
(25%).
|
· |
If
the
Company’s average annual performance falls below the average of the target
performance levels established by the Committee with respect to all
three
of the performance metrics identified above, the base number of shares
issuable under the Restricted Stock Units (as set forth in Section
One of
this Agreement) will be decreased by twenty-five percent
(25%).
|
· |
If
the
Company’s average annual performance meets or exceeds the average of the
target performance levels established by the Committee with respect
to one
or more of the performance metrics identified above, but falls below
the
average of the target performance levels with respect to one or more
of
the other performance metrics, the base number of shares issuable
under
the Restricted Stock Units (as set forth in Section One of this Agreement)
will not be increased or decreased.
|
1. |
If
Grantee’s
employment with the Company or its immediate successor is terminated
at
any time under the conditions specified in either Section 5(a) or
5(b) of
Grantee’s Special Severance Agreement dated March 5, 2004, but without
regard to the thirty-six (36) month period specified in Section 5(a)
or
5(b) and provided Grantee’s employment is not terminated at Grantee’s
discretion pursuant to Section 5(c) of such Special Severance Agreement,
Grantee shall be entitled to a lump sum cash payment within ten (10)
days
after such termination of employment determined by subtracting (a)
from
(b) and multiplying such difference, if any, by (c)
where:
|
If
the Fair
Market Value of a Share determined under (a) above is equal to or
greater
than the amount determined under (b) above, no payment shall be made
under
this Paragraph 1.
|
2. |
If
Grantee’s
employment with the Company or its immediate successor continues
after a
Change in Control without termination until the date that the Restricted
Shares cease to be restricted in accordance with paragraphs a), b)
or c)
of Section 1 of the Restricted Period set forth in the Restricted
Stock
Agreement between the Company and the Grantee dated February 27,
2006,
Grantee or his beneficiary shall be entitled to a lump sum cash payment
within ten (10) days after such date that the Restricted Shares cease
to
be restricted in accordance with such paragraphs determined by subtracting
(a) from (b) and multiplying such difference, if any, by (c)
where:
|
3. |
Grantee
shall
be entitled to payment under either paragraph 1 or 2 above and once
a
payment has been made under either paragraph, no further payment
shall be
made under this Section relating to Share Value Protection
Rights.
|
4.
|
An
adjustment
may be made to the above calculations as determined by the Committee,
in
its sole discretion, to prevent dilution or enlargement in a manner
as
authorized under this Restricted Stock Unit Agreement and Section
4.3 of
the Plan in connection with any events of the type provided for in
said
Section 4.3.
|
5. |
Notwithstanding
anything to the contrary in this Section relating to Share Value
Protections Rights, Grantee shall be entitled to the number of Shares
of
Common Stock equal to the number of Restricted Stock Units, subject
to adjustment based on FE’s performance as set forth in this Agreement,
upon satisfaction of the other sections of this Agreement even if
there is
no cash payment made under this Section relating to Share Value Protection
Rights.
|
· |
Termination
of
employment with the Company or its subsidiaries for any reason, including
a termination of employment at Grantee’s discretion pursuant to Section
5(c) of Grantee’s Special Severance Agreement dated March 5,
2004.Notwithstanding the foregoing, no forfeiture shall occur if
termination of employment with the Company is due to death, Disability
(as
defined under the then established rules of the Company or any of
its
subsidiaries, as the case may be) or is pursuant to either Section
5(a) or
(b) of Grantee’s Special Severance Agreement dated March 5, 2004 but
without regard to the thirty-six (36) month period specified in Section
5(a) or 5(b) of such Special Severance
Agreement.
|
· |
Any
attempt to
sell, transfer, pledge, or assign the Restricted Stock Units or the
right
to receive the Common Stock issuable under the Restricted Stock Units
in
violation of this Agreement.
|
·
|
If
the
Grantee’s employment terminates prior to a full year after the Date of
Grant, all Restricted Stock Units and any Restricted Stock Units
earned as
Dividend Equivalents will be
forfeited.
|
· |
If
the
Grantee’s employment terminates a full year or more after the Date of
Grant, the Grantee will be entitled to a prorated number Restricted
Stock
Units. The prorated number of Restricted Stock Units will be determined
by
multiplying the number of shares initially awarded by the number
of full
months served after the date of grant, divided by thirty-six months.
Additionally, the Grantee will be entitled to all Restricted Stock
Units
earned as Dividend Equivalents on this Award, as of the date of
termination. The remaining portion of Restricted Stock Units initially
granted will be forfeited. The prorated portion will be issued as
soon as
practicable after the termination, subject to satisfying the applicable
tax withholding requirements.
|
1. |
This
Agreement
is governed by the laws of the State of Ohio without giving effect
to the
principles of conflicts of laws.
|
2. |
The
terms and
conditions
of this Award
may be modified by the Committee
|
(a) |
In
any case
permitted by the terms of the Plan or this
Agreement,
|
(b) |
with
the
written consent of the Grantee, or
|
(c) |
without
the
consent of the Grantee if the amendment is either not materially
adverse
to the interests of the Grantee or is necessary or appropriate in
the view
of the Committee to conform with, or to take into account, applicable
law.
|
3. |
The
administration of this Agreement and the Plan will be performed in
accordance with Article 3 of the Plan. All determinations and decisions
made by the Committee, the Board, or any delegate of the Committee
as to
the provisions of the Plan shall be final, conclusive, and binding
on all
persons.
|
4. |
The
terms of
this Agreement are governed at all times by the official text of
the Plan
and in no way alter or modify the
Plan.
|
5. |
If
a term is
capitalized but not defined in this Agreement, it has the meaning
given to
it in the Plan.
|
6. |
To
the extent
a conflict exists between the terms of this Agreement and the provisions
of the Plan, the provisions of the Plan shall
govern.
|
FirstEnergy Corp. | ||
|
|
|
|
By: | |
Corporate Secretary |
||
___________ | ||
(Date) |
(Signature of Grantee) |
|
a) |
5:00
p.m.
Akron Time on March 1, 2009;
|
b) |
The
date of
the Grantee’s death;
|
c) |
The
date that
the Grantee’s employment is terminated due to Disability
(as
defined under the then established rules of the Company or any of
its
subsidiaries, as the case may be)
;
|
d) |
The
date that
Grantee’s employment is terminated at any time following a Change in
Control, provided that such termination occurs under the conditions
specified in either Section 5(a) or 5(b) of Grantee’s Special Severance
Agreement dated _________, but without regard to the thirty-six (36)
month
period specified in Section 5(a) or 5(b) of Grantee’s Special Severance
Agreement, dated _______________.
|
· |
If
the
Company’s average annual performance meets or exceeds the average of the
target performance levels established by the Committee with respect
to all
three of the performance metrics identified above, the base number
of
shares issuable under the Restricted Stock Units (as set forth in
Section
One of this Agreement) will be increased by twenty-five percent
(25%).
|
· |
If
the
Company’s average annual performance falls below the average of the target
performance levels established by the Committee with respect to all
three
of the performance metrics identified above, the base number of shares
issuable under the Restricted Stock Units (as set forth in Section
One of
this Agreement) will be decreased by twenty-five percent
(25%).
|
· |
If
the
Company’s average annual performance meets or exceeds the average of the
target performance levels established by the Committee with respect
to one
or more of the performance metrics identified above, but falls below
the
average of the target performance levels with respect to one or more
of
the other performance metrics, the base number of shares issuable
under
the Restricted Stock Units (as set forth in Section One of this Agreement)
will not be increased or decreased.
|
1. |
If
Grantee’s
employment with the Company or its immediate successor is terminated
at
any time under the conditions specified in either Section 5(a) or
5(b) of
Grantee’s Special Severance Agreement dated XX, but without regard to the
thirty-six (36) month period specified in Section 5(a) or 5(b) of
such
Special Severance Agreement, Grantee shall be entitled to a lump
sum cash
payment within ten (10) days after such termination of employment
determined by subtracting (a) from (b) and multiplying such difference,
if
any, by (c) where:
|
If
the Fair
Market Value of a Share determined under (a) above is equal to or
greater
than the amount determined under (b) above, no payment shall be made
under
this Paragraph 1.
|
2. |
If
Grantee’s
employment with the Company or its immediate successor continues
after a
Change in Control without termination until the date that the Restricted
Shares cease to be restricted in accordance with paragraphs a), b)
or c)
of Section 1 of the Restricted Period set forth in the Restricted
Stock
Unit Agreement between the Company and the Grantee dated March 1,
2006,
Grantee or his beneficiary shall be entitled to a lump sum cash payment
within ten (10) days after such date that the Restricted Shares cease
to
be restricted in accordance with such paragraphs determined by subtracting
(a) from (b) and multiplying such difference, if any, by (c)
where:
|
3. |
Grantee
shall
be entitled to payment under either paragraph 1 or 2 above and once
a
payment has been made under either paragraph, no further payment
shall be
made under this Section relating to Share Value Protection
Rights.
|
4
|
An
adjustment
may be made to the above calculations as determined by the Committee,
in
its sole discretion, to prevent dilution or enlargement in a manner
as
authorized under this Restricted Stock Unit Agreement and Section
4.3 of
the Plan in connection with any events of the type provided for in
said
Section 4.3.
|
5. |
Notwithstanding
anything to the contrary in this Section relating to Share Value
Protections Rights, Grantee shall be entitled to the number of Shares
of
Common Stock equal to the number of Restricted Stock Units, subject
to
adjustment based on FE’s performance as set forth in this Agreement, upon
satisfaction of the other sections of this Agreement even if there
is no
cash payment made under this Section relating to Share Value Protection
Rights.
|
· |
Termination
of
employment with the Company or its subsidiaries for any reason.
Notwithstanding the foregoing, no forfeiture shall occur if termination
of
employment with the Company is due to death, Disability (as defined
under
the then established rules of the Company or any of its subsidiaries,
as
the case may be) or is pursuant to either Section 5(a) or (b) of
Grantee’s
Special Severance Agreement dated _______________ but without regard
to
the thirty-six (36) month period specified in Section 5(a) or 5(b)
of such
Special Severance Agreement.
|
· |
Any
attempt to
sell, transfer, pledge, or assign the Restricted Stock Units or the
right
to receive the Common Stock issuable under the Restricted Stock Units
in
violation of this Agreement.
|
· |
If
the
Grantee’s employment terminates prior to a full year after the Date of
Grant, all Restricted Stock Units and any Restricted Stock Units
earned as
Dividend Equivalents will be
forfeited.
|
· |
If
the
Grantee’s employment terminates a full year or more after the Date of
Grant, the Grantee will be entitled to a prorated number Restricted
Stock
Units. The prorated number of Restricted Stock Units will be determined
by
multiplying the number of shares initially awarded by the number
of full
months served after the date of grant, divided by thirty-six months.
Additionally, the Grantee will be entitled to all Restricted Stock
Units
earned as Dividend Equivalents on this Award, as of the date of
termination. The remaining portion of Restricted Stock Units initially
granted will be forfeited. The prorated portion will be issued as
soon as
practicable after the termination, subject to satisfying the applicable
tax withholding requirements.
|
1. |
This
Agreement
is governed by the laws of the State of Ohio without giving effect
to the
principles of conflicts of laws.
|
2. |
The
terms and
conditions
of this Award
may be modified by the Committee
|
(a) |
In
any case
permitted by the terms of the Plan or this
Agreement,
|
(b) |
with
the
written consent of the Grantee, or
|
(c) |
without
the
consent of the Grantee if the amendment is either not materially
adverse
to the interests of the Grantee or is necessary or appropriate in
the view
of the Committee to conform with, or to take into account, applicable
law.
|
3. |
The
administration of this Agreement and the Plan will be performed in
accordance with Article 3 of the Plan. All determinations and decisions
made by the Committee, the Board, or any delegate of the Committee
as to
the provisions of the Plan shall be final, conclusive, and binding
on all
persons.
|
4. |
The
terms of
this Agreement are governed at all times by the official text of
the Plan
and in no way alter or modify the
Plan.
|
5. |
If
a term is
capitalized but not defined in this Agreement, it has the meaning
given to
it in the Plan.
|
6. |
To
the extent
a conflict exists between the terms of this Agreement and the provisions
of the Plan, the provisions of the Plan shall
govern.
|
FirstEnergy Corp. | ||
|
|
|
By: | ||
Corporate Secretary |
||
|
|
|
_____________________
(Date)
|
(Signature of Grantee) |
|
a) |
5:00
p.m.
Akron Time on March 1, 2011;
|
b) |
The
date of
the Grantee’s death;
|
c) |
The
date that
the Grantee’s employment is terminated due to
Disability;
|
d) |
The
date that
Grantee’s employment is terminated at any time following a Change in
Control, provided that such termination occurs under the conditions
specified in either Section 5(a) or 5(b) of Grantee’s Special Severance
Agreement dated _________, but without regard to the thirty-six (36)
month
period specified in Section 5(a) or 5(b) of Grantee’s Special Severance
Agreement, dated _______________.
|
1. |
If
Grantee’s
employment with the Company or its immediate successor is terminated
at
any time under the conditions specified in either Section 5(a) or
5(b) of
Grantee’s Special Severance Agreement dated XX, but without regard to the
thirty-six (36) month period specified in Section 5(a) or 5(b) of
such
Special Severance Agreement, Grantee shall be entitled to a lump
sum cash
payment within ten (10) days after such termination of employment
determined by subtracting (a) from (b) and multiplying such difference,
if
any, by (c) where:
|
If
the Fair
Market Value of a Share determined under (a) above is equal to or
greater
than the amount determined under (b) above, no payment shall be made
under
this Paragraph 1.
|
2. |
If
Grantee’s
employment with the Company or its immediate successor continues
after a
Change in Control without termination until the date that the Restricted
Shares cease to be restricted in accordance with paragraphs a), b)
or c)
of Section 1 of the Restricted Period set forth in the Restricted
Stock
Unit Agreement between the Company and the Grantee dated March 1,
2006,
Grantee or his beneficiary shall be entitled to a lump sum cash payment
within ten (10) days after such date that the Restricted Shares cease
to
be restricted in accordance with such paragraphs determined by subtracting
(a) from (b) and multiplying such difference, if any, by (c)
where:
|
If
the Fair
Market Value of a Share determined under (a) above is equal to or
greater
than the amount determined under (b) above, no payment shall be made
under
this Paragraph 2.
|
3. |
Grantee
shall
be entitled to payment under either paragraph 1 or 2 above and once
a
payment has been made under either paragraph, no further payment
shall be
made under this Section relating to Share Value Protection
Rights.
|
4. |
An
adjustment
may be made to the above calculations as determined by the Committee,
in
its sole discretion, to prevent dilution or enlargement in a manner
as
authorized under this Restricted Stock Unit Agreement and Section
4.3 of
the Plan in connection with any events of the type provided for in
said
Section 4.3.
|
5. |
Notwithstanding
anything to the contrary in this Section relating to Share Value
Protection Rights, Grantee shall be entitled to the Restricted Shares
upon
satisfaction of the other sections of this Agreement even if there
is no
cash payment made under this Section relating to Share Value Protection
Rights.
|
· |
Termination
of
employment with the Company or its subsidiaries for any reason.
Notwithstanding the foregoing, no forfeiture shall occur if termination
of
employment with the Company is due to death, Disability (as defined
under
the then established rules of the Company or any of its subsidiaries,
as
the case may be) or is pursuant to either Section 5(a) or (b) of
Grantee’s
Special Severance Agreement dated
_______________.
|
· |
Any
attempt to
sell, transfer, pledge, or assign the Restricted Stock Units or the
right
to receive the Common Stock issuable under the Restricted Stock Units
in
violation of this Agreement.
|
· |
If
the
Grantee’s employment terminates prior to three full years after the Date
of Grant, all Restricted Stock Units and any Restricted Stock Units
earned
as Dividend Equivalents will be forfeited.
|
· |
If
the
Grantee’s employment terminates three full years or more after the Date of
Grant, the Grantee will be entitled to a prorated number Restricted
Stock
Units. The prorated number of Restricted Stock Units will be determined
by
multiplying the number of shares initially awarded by the number
of full
months served after the date of grant, divided by sixty months.
Additionally, the Grantee will be entitled to all Restricted Stock
Units
earned as Dividend Equivalents on this Award, as of the date of
termination. The remaining portion of Restricted Stock Units initially
granted will be forfeited. The prorated portion will be issued as
soon as
practicable after the termination, subject to satisfying the applicable
tax withholding requirements.
|
1. |
This
Agreement
is governed by the laws of the State of Ohio without giving effect
to the
principles of conflicts of laws.
|
2 |
The
terms and
conditions
of this Award
may be modified by the Committee
|
(a) |
In
any case
permitted by the terms of the Plan or this
Agreement,
|
(b) |
with
the
written consent of the Grantee, or
|
(c) |
without
the
consent of the Grantee if the amendment is either not materially
adverse
to the interests of the Grantee or is necessary or appropriate in
the view
of the Committee to conform with, or to take into account, applicable
law.
|
3. |
The
administration of this Agreement and the Plan will be performed in
accordance with Article 3 of the Plan. All determinations and decisions
made by the Committee, the Board, or any delegate of the Committee
as to
the provisions of the Plan shall be final, conclusive, and binding
on all
persons.
|
4. |
The
terms of
this Agreement are governed at all times by the official text of
the Plan
and in no way alter or modify the
Plan.
|
5. |
If
a term is
capitalized but not defined in this Agreement, it has the meaning
given to
it in the Plan.
|
6. |
To
the extent
a conflict exists between the terms of this Agreement and the provisions
of the Plan, the provisions of the Plan shall
govern.
|
FirstEnergy Corp. | ||
|
|
|
By: | ||
Corporate Secretary |
||
|
|
|
_________________
Date:
|
(Signature of Grantee) |
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2006
|
2005
|
||||||
Restated
|
|||||||
(In
thousands)
|
|||||||
EARNINGS
AS
DEFINED IN REGULATION S-K:
|
|||||||
Income
before
extraordinary items
|
$
|
33,710
|
$
|
13,449
|
|||
Add-
|
|||||||
Interest
and
other charges, before reduction for
|
|||||||
amounts
capitalized and deferred interest income
|
22,016
|
21,814
|
|||||
Provision
for
income taxes
|
23,558
|
13,209
|
|||||
Interest
element of rentals charged to income (a)
|
1,692
|
1,905
|
|||||
Earnings
as
defined
|
$
|
80,976
|
$
|
50,377
|
|||
FIXED
CHARGES
AS DEFINED IN REGULATION S-K:
|
|||||||
Interest
on
long-term debt
|
$
|
18,059
|
$
|
19,405
|
|||
Other
interest
expense
|
3,957
|
2,409
|
|||||
Interest
element of rentals charged to income (a)
|
1,692
|
1,905
|
|||||
Fixed
charges
as defined
|
$
|
23,708
|
$
|
23,719
|
|||
CONSOLIDATED
RATIO OF EARNINGS TO FIXED CHARGES
|
3.42
|
2.12
|
(a) |
Includes the interest element of rentals calculated at 1/3 of rental
expense as no readily defined interest element can be
determined.
|
Three
Months Ended
|
|||||||
March
31
,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
EARNINGS
AS DEFINED IN REGULATION S-K:
|
|||||||
Income
before
extraordinary items
|
$
|
17,914
|
$
|
16,476
|
|||
Add-
|
|||||||
Interest
and
other charges, before reduction for
|
|||||||
amounts
capitalized and deferred interest income
|
11,184
|
11,223
|
|||||
Provision
for
income taxes
|
11,204
|
10,451
|
|||||
Interest
element of rentals charged to income (a)
|
268
|
446
|
|||||
Earnings
as
defined
|
$
|
40,570
|
$
|
38,596
|
|||
FIXED
CHARGES AS DEFINED IN REGULATION S-K:
|
|||||||
Interest
on
long-term debt
|
$
|
8,717
|
$
|
9,560
|
|||
Other
interest
expense
|
2,467
|
1,663
|
|||||
Interest
element of rentals charged to income (a)
|
268
|
446
|
|||||
Fixed
charges
as defined
|
$
|
11,452
|
$
|
11,669
|
|||
CONSOLIDATED
RATIO OF EARNINGS TO FIXED CHARGES
|
3.54
|
3.31
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
EARNINGS
AS DEFINED IN REGULATION S-K:
|
|||||||
Income
before
extraordinary items
|
$
|
23,149
|
$
|
21,384
|
|||
Add-
|
|||||||
Interest
and
other charges, before reduction for
|
|||||||
amounts
capitalized and deferred interest income
|
10,536
|
9,647
|
|||||
Provision
for
income taxes
|
13,954
|
15,386
|
|||||
Interest
element of rentals charged to income (a)
|
768
|
752
|
|||||
Earnings
as
defined
|
$
|
48,407
|
$
|
47,169
|
|||
FIXED
CHARGES AS DEFINED IN REGULATION S-K:
|
|||||||
Interest
on
long-term debt
|
$
|
6,934
|
$
|
7,459
|
|||
Other
interest
expense
|
3,602
|
2,188
|
|||||
Interest
element of rentals charged to income (a)
|
768
|
752
|
|||||
Fixed
charges
as defined
|
$
|
11,304
|
$
|
10,399
|
|||
CONSOLIDATED
RATIO OF EARNINGS TO FIXED CHARGES
|
4.28
|
4.54
|
1.
|
I
have
reviewed this quarterly report on Form 10-Q of FirstEnergy Corp.,
Ohio
Edison Company, The Cleveland Electric Illuminating Company, The
Toledo
Edison Company, Pennsylvania Power Company, Metropolitan Edison Company
and Pennsylvania Electric Company;
|
2.
|
Based
on my
knowledge, this quarterly 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
quarterly report;
|
3.
|
Based
on my
knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material
respects
the financial condition, results of operations and cash flows of
each
registrant as of, and for, the periods presented in this quarterly
report;
|
4.
|
Each
registrant’s 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 such registrant and we
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 such registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly 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 such registrant's 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 such registrant's internal control over
financial reporting that occurred during such registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, such registrant's internal control over financial
reporting; and
|
5.
|
Each
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
such registrant’s auditors and the audit committee of such registrant’s
board of directors (or persons performing the equivalent
function):
|
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 such registrant's ability to
record,
process, summarize and report financial data; and
|
b)
|
any
fraud,
whether or not material, that involves management or other employees
who
have a significant role in such registrant’s internal control over
financial reporting.
|
/s/
Anthony
J.
Alexander
|
|
Anthony J. Alexander
|
|
Chief Executive Officer
|
1.
|
I
have
reviewed this quarterly report on Form 10-Q of FirstEnergy Corp.,
Ohio
Edison Company, The Cleveland Electric Illuminating Company, The
Toledo
Edison Company, Pennsylvania Power Company, Jersey Central Power
&
Light Company, Metropolitan Edison Company and Pennsylvania Electric
Company;
|
2.
|
Based
on my
knowledge, this quarterly 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
quarterly report;
|
3.
|
Based
on my
knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material
respects
the financial condition, results of operations and cash flows of
each
registrant as of, and for, the periods presented in this quarterly
report;
|
4.
|
Each
registrant’s 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 such registrant and we
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 such registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly 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 such registrant's 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 such registrant's internal control over
financial reporting that occurred during such registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, such registrant's internal control over financial
reporting; and
|
5.
|
Each
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
such registrant’s auditors and the audit committee of such registrant’s
board of directors (or persons performing the equivalent
function):
|
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 such registrant's ability to
record,
process, summarize and report financial data; and
|
b)
|
any
fraud,
whether or not material, that involves management or other employees
who
have a significant role in such registrant’s internal control over
financial reporting.
|
/s/
Richard
H.
Marsh
|
|
Richard
H. Marsh
|
|
Chief
Financial Officer
|
|
1.
|
I
have
reviewed this quarterly report on Form 10-Q of Jersey Central Power
&
Light Company;
|
2.
|
Based
on my
knowledge, this quarterly 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
quarterly report;
|
3.
|
Based
on my
knowledge, the financial statements, and other financial information
included in this quarterly 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 quarterly
report;
|
4.
|
The
registrant’s 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 we
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 quarterly 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 registrant's 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 registrant's internal control over
financial
reporting that occurred during the registrant's most recent fiscal
quarter
that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;
and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
function):
|
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 registrant's ability to
record,
process, summarize and report financial data; and
|
b)
|
any
fraud,
whether or not material, that involves management or other employees
who
have a significant role in the registrant’s internal control over
financial reporting.
|
/s/
Stephen
E.
Morgan
|
|
Stephen
E. Morgan
|
|
Chief Executive Officer
|
/s/
Anthony
J.
Alexander
|
|
Anthony
J. Alexander
|
|
Chief
Executive Officer
|
|
May
8,
2006
|
/s/
Richard
H.
Marsh
|
|
Richard
H. Marsh
|
|
Chief
Financial Officer
|
|
May
8,
2006
|
(1)
|
The
Report
fully complies with the requirements of section 13(a) or 15(d) of
the
Securities Exchange Act of 1934;
and
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
/s/
Stephen
E.
Morgan
|
|
Stephen
E. Morgan
|
|
President
|
|
(Chief
Executive Officer)
|
|
May
8,
2006
|
/s/
Richard
H.
Marsh
|
|
Richard
H. Marsh
|
|
Senior
Vice President and
|
|
Chief
Financial Officer
|
|
May
8,
2006
|