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
|
||
333-145140-01
|
FIRSTENERGY
SOLUTIONS CORP.
|
31-1560186
|
(An
Ohio Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
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
|
||
1-3141
|
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
|
Name
of Each Exchange
|
||||
Registrant
|
Title
of Each Class
|
on
Which Registered
|
||
FirstEnergy
Corp.
|
Common
Stock, $0.10 par value
|
New
York Stock
Exchange
|
Registrant
|
Title
of Each Class
|
|
Ohio
Edison Company
|
Common
Stock, no par value per share
|
|
The
Cleveland Electric Illuminating Company
|
Common
Stock, no par value per share
|
|
The
Toledo Edison Company
|
Common
Stock, $5.00 par value per share
|
|
Jersey
Central Power & Light Company
|
Common
Stock, $10.00 par value per share
|
|
Metropolitan
Edison Company
|
Common
Stock, no par value per share
|
|
Pennsylvania
Electric Company
|
Common
Stock, $20.00 par value per
share
|
Yes
(X)
No
( )
|
FirstEnergy
Corp.
|
Yes
( )
No
(X)
|
FirstEnergy
Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating
Company, The Toledo Edison Company, Jersey Central Power & Light
Company, Metropolitan Edison Company and Pennsylvania Electric
Company
|
Yes
(X)
No
( )
|
FirstEnergy
Solutions Corp.
|
Yes
( )
No
(X)
|
FirstEnergy
Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company,
The Toledo Edison Company, Jersey Central Power & Light Company,
Metropolitan Edison Company and Pennsylvania Electric
Company
|
Yes
(X)
No
( )
|
FirstEnergy
Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company,
The Toledo Edison Company, Jersey Central Power & Light Company,
Metropolitan Edison Company and Pennsylvania Electric
Company
|
Yes
( )
No
(X)
|
FirstEnergy
Solutions Corp.
|
( )
|
FirstEnergy
Corp.
|
(X)
|
FirstEnergy
Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating
Company, The Toledo Edison Company, Jersey Central Power & Light
Company, Metropolitan Edison Company and Pennsylvania Electric
Company
|
Large
accelerated filer
(X)
|
FirstEnergy
Corp.
|
Accelerated
filer
( )
|
N/A
|
Non-accelerated
filer (do not check
if
a smaller reporting company)
(X)
|
FirstEnergy
Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating
Company, The Toledo Edison Company, Jersey Central Power & Light
Company, Metropolitan Edison Company and Pennsylvania Electric
Company
|
Smaller
reporting company
( )
|
N/A
|
Yes
( )
No
(X)
|
FirstEnergy
Corp., FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland
Electric Illuminating Company, The Toledo Edison Company, Jersey Central
Power & Light Company, Metropolitan Edison Company, and Pennsylvania
Electric Company
|
OUTSTANDING
|
||
CLASS
|
AS
OF FEBRUARY 24, 2009
|
|
FirstEnergy
Corp., $.10 par
value
|
304,835,407
|
|
FirstEnergy
Solutions Corp., no
par value
|
7
|
|
Ohio
Edison Company, no par value
|
60
|
|
The
Cleveland Electric Illuminating Company, no par value
|
67,930,743
|
|
The
Toledo Edison Company, $5 par value
|
29,402,054
|
|
Jersey
Central Power & Light Company, $10 par value
|
13,628,447
|
|
Metropolitan
Edison Company, no par value
|
859,500
|
|
Pennsylvania
Electric Company, $20 par value
|
4,427,577
|
PART
OF FORM 10-K INTO WHICH
|
||
DOCUMENT
|
DOCUMENT
IS INCORPORATED
|
|
FirstEnergy
Corp. Annual Report to Stockholders for
|
||
the
fiscal year ended December 31, 2008
|
Part
II
|
|
Proxy
Statement for 2009 Annual Meeting of Stockholders
|
||
to
be held May 19, 2009
|
Part
III
|
|
·
|
the
speed and nature of increased competition in the electric utility industry
and legislative and regulatory changes affecting how generation rates will
be determined following the expiration of existing rate plans in Ohio and
Pennsylvania,
|
|
·
|
the impact of the PUCO’s r
egulatory
process on the Ohio Companies associated with the ESP and MRO filings,
including any resultant mechanism under which the Ohio Companies may not
fully recover costs (including, but not limited to, costs of generation
supply procured by the Ohio Companies, Regulatory Transition Charges and
fuel charges), or the outcome of any competitive generation procurement
process in
Ohio,
|
|
·
|
economic
or weather
conditions affecting
future sales and
margins,
|
|
·
|
changes
in markets for energy services,
|
|
·
|
changing
energy and commodity market prices and
availability,
|
|
·
|
replacement
power costs being higher than anticipated or inadequately
hedged,
|
|
·
|
the
continued ability of FirstEnergy’s regulated utilities to collect
transition and other charges or to recover increased transmission
costs,
|
|
·
|
maintenance
costs being higher than
anticipated,
|
|
·
|
other
legislative and regulatory changes, revised environmental requirements,
including possible GHG emission
regulations,
|
|
·
|
the
potential impact of the U.S. Court of Appeals’ July 11, 2008 decision
requiring revisions to the CAIR rules and the scope of any laws, rules or
regulations that may ultimately take their
place,
|
|
·
|
the
uncertainty of the timing and amounts of the capital expenditures needed
to, among other things, implement the Air Quality Compliance Plan
(including that such amounts could be higher than anticipated or that
certain generating units may need to be shut down) or levels of emission
reductions related to the Consent Decree resolving the NSR litigation or
other potential regulatory
initiatives,
|
|
·
|
adverse
regulatory or legal decisions and outcomes (including, but not limited to,
the revocation of necessary licenses or operating permits and oversight)
by the NRC (including, but not limited to, the Demand for Information
issued to FENOC on May 14,
2007),
|
|
·
|
the
timing and outcome of various proceedings before the PUCO (including, but
not limited to, the ESP and MRO proceedings as well as the distribution
rate cases and the generation supply plan filing for the Ohio Companies
and the successful resolution of the issues remanded to the PUCO by the
Ohio Supreme Court regarding the RSP and RCP, including the recovery of
deferred fuel costs),
|
|
·
|
Met-Ed’s
and Penelec’s transmission service charge filings with the PPUC as well as
the resolution of the Petitions for Review filed with the Commonwealth
Court of Pennsylvania with respect to the transition rate plan for Met-Ed
and Penelec,
|
|
·
|
the
continuing availability of generating units and their ability to operate
at or near full capacity,
|
|
·
|
the
ability to comply with applicable state and federal reliability
standards,
|
|
·
|
the
ability to accomplish or realize anticipated benefits from strategic goals
(including employee workforce
initiatives),
|
|
·
|
the
ability to improve electric commodity margins and to experience growth in
the distribution business,
|
|
·
|
the
changing market conditions that could affect the value of assets held in
the registrants’ nuclear decommissioning trusts, pension trusts and other
trust funds, and cause FirstEnergy to make additional contributions
sooner, or in an amount that is larger than currently
anticipated,
|
|
·
|
the
ability to access the public securities and other capital and credit
markets in accordance with FirstEnergy’s financing plan and the cost of
such capital,
|
|
·
|
changes
in general economic conditions affecting the
registrants,
|
|
·
|
the
state of the capital and credit markets affecting the
registrants,
|
|
·
|
interest
rates and any actions taken by credit rating agencies that could
negatively affect the registrants’ access to financing or its costs and
increase requirements to post additional collateral to support outstanding
commodity positions, LOCs and other financial
guarantees,
|
|
·
|
the
continuing decline of the national and regional economy and its impact on
the registrants’ major industrial and commercial
customers,
|
|
·
|
issues
concerning the soundness of financial institutions and counterparties with
which the registrants do business,
and
|
|
·
|
the
risks and other factors discussed from time to time in the registrants’
SEC filings, and other similar
factors.
|
FMB
|
First Mortgage
Bond
|
FPA
|
Federal Power
Act
|
GHG
|
Greenhouse
Gases
|
IRS
|
Internal Revenue
Service
|
ISO
|
Independent System
Operator
|
kV
|
Kilovolts
|
KWH
|
Kilowatt-hours
|
LED
|
Light-emitting
Diode
|
MEW
|
Mission
Energy Westside, Inc.
|
MISO
|
Midwest Independent Transmission
System Operator, Inc.
|
Moody’s
|
Moody’s Investors Service,
Inc.
|
MRO
|
Market
Rate Offer
|
MW
|
Megawatts
|
MWH
|
Megawatt-hour
|
NAAQS
|
National Ambient Air Quality
Standards
|
NERC
|
North American Electric
Reliability Corporation
|
NJBPU
|
New Jersey
Board of Public
Utilities
|
NOV
|
Notice of
Violation
|
NO
X
|
Nitrogen
Oxide
|
NRC
|
Nuclear Regulatory
Commission
|
NSR
|
New Source
Review
|
NUG
|
Non-Utility
Generation
|
NUGC
|
Non-Utility Generation
Charge
|
OCA
|
Office of Consumer
Advocate
|
OSBA
|
Office of Small Business
Advocate
|
OVEC
|
Ohio Valley Electric
Corporation
|
PJM
|
PJM Interconnection L. L.
C.
|
PLR
|
Provider of Last
Resort
; an electric
utility’s obligation to provide generation service to
customers
whose
alternative supplier fails to deliver service
|
PPUC
|
Pennsylvania
Public Utility
Commission
|
PRP
|
Potentially Responsible
Party
|
PSA
|
Power Supply
Agreement
|
PUCO
|
Public Utilities Commission of
Ohio
|
PUHCA
|
Public Utility Holding Company Act
of 1935
|
RCP
|
Rate Certainty
Plan
|
RECB
|
Regional Expansion Criteria and
Benefits
|
RFP
|
Request for
Proposal
|
RSP
|
Rate Stabilization
Plan
|
RTC
|
Regulatory Transition
Charge
|
RTO
|
Regional Transmission
Organization
|
S&P
|
Standard & Poor’s Ratings
Service
|
SBC
|
Societal Benefits
Charge
|
SEC
|
U.S.
Securities and Exchange
Commission
|
SECA
|
Seams Elimination Cost
Adjustment
|
SFAS
|
Statement of Financial Accounting
Standards
|
SFAS 71
|
SFAS No. 71, "Accounting for the
Effects of Certain Types of Regulation"
|
SFAS 101
|
SFAS No. 101, "Accounting for
Discontinuation of Application of SFAS 71"
|
SIP
|
State Implementation Plan(s) Under
the Clean Air Act
|
SNCR
|
Selective Non-Catalytic
Reduction
|
SO
2
|
Sulfur
Dioxide
|
TMI-1
|
Three Mile Island
Unit 1
|
TMI-2
|
Three Mile Island
Unit 2
|
TSC
|
Transmission Service
Charge
|
Page
|
|
Part
I
|
|
Item
1. Business
|
|
The
Company
|
1-2
|
Utility
Regulation
|
2-11
|
Regulatory
Accounting
|
3
|
Reliability
Initiatives
|
3-4
|
PUCO
Rate Matters
|
4-5
|
PPUC
Rate Matters
|
6-7
|
NJBPU
Rate Matters
|
7-8
|
FERC
Rate Matters
|
8-11
|
Capital
Requirements
|
11-13
|
Nuclear
Operating Licenses
|
13-14
|
Nuclear
Regulation
|
14
|
Nuclear
Insurance
|
14-15
|
Environmental
Matters
|
15-19
|
Fuel
Supply
|
19-20
|
System
Demand
|
20
|
Supply
Plan
|
20
|
Regional
Reliability
|
21
|
Competition
|
21
|
Research
and Development
|
21
|
Executive
Officers
|
22
|
Employees
|
23
|
FirstEnergy
Web Site
|
23
|
Item
1A. Risk Factors
|
23-36
|
Item
1B. Unresolved Staff Comments
|
36
|
Item 2.
Properties
|
36-38
|
Item 3.
Legal Proceedings
|
38
|
Item 4.
Submission of Matters to a Vote of Security Holders
|
38
|
Part
II
|
|
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
|
38-39
|
Item 6.
Selected Financial Data
|
39
|
Item 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
39
|
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
|
39
|
Item 8.
Financial Statements and Supplementary Data
|
39
|
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure
|
39
|
Item 9A.
Controls and Procedures
|
39-40
|
Item 9A(T). Controls
and Procedures
|
40
|
Item
9B. Other Information
|
40
|
Part
III
|
|
Item 10.
Directors, Executive Officers and Corporate Governance
|
41
|
Item 11. Executive
Compensation
|
41
|
Item 12. Security
Ownership of Certain Beneficial Owners and Management and
Related
Stockholder
Matters
|
41
|
Item 13. Certain
Relationships and Related Transactions, and Director
Independence
|
41
|
Item
14. Principal Accounting Fees and
Services
|
41
|
Part
IV
|
|
Item 15. Exhibits,
Financial Statement Schedules
|
42-88
|
|
·
|
are
established by a third-party regulator with the authority to set rates
that bind customers;
|
|
·
|
are
cost-based; and
|
|
·
|
can
be charged to and collected from
customers.
|
|
·
|
restructuring
the electric generation business and allowing the Utilities' customers to
select a competitive electric generation supplier other than the
Utilities;
|
|
·
|
establishing
or defining the PLR obligations to customers in the Utilities' service
areas;
|
|
·
|
providing
the Utilities 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 Utilities' transmission and distribution systems;
and
|
|
·
|
requiring
corporate separation of regulated and unregulated business
activities.
|
|
·
|
power
acquired by utilities to serve customers after rate caps expire will be
procured through a competitive procurement process that must include a mix
of long-term and short-term contracts and spot market
purchases;
|
|
·
|
the
competitive procurement process must be approved by the PPUC and may
include auctions, RFPs, and/or bilateral
agreements;
|
|
·
|
utilities
must provide for the installation of smart meter technology within 15
years;
|
|
·
|
a
minimum reduction in peak demand of 4.5% by May 31,
2013;
|
|
·
|
minimum
reductions in energy consumption of 1% and 3% by May 31, 2011 and May 31,
2013, respectively; and
|
|
·
|
an
expanded definition of alternative energy to include additional types of
hydroelectric and biomass
facilities.
|
|
·
|
maximize
energy efficiency to achieve a 20% reduction in energy consumption by
2020;
|
|
·
|
reduce
peak demand for electricity by 5,700 MW by
2020;
|
|
·
|
meet
30% of the state’s electricity needs with renewable energy by
2020;
|
|
·
|
examine
smart grid technology and develop additional cogeneration and other
generation resources consistent with the state’s greenhouse gas targets;
and
|
|
·
|
invest
in innovative clean energy technologies and businesses to stimulate the
industry’s growth in New Jersey.
|
2008
|
Capital
Expenditures Forecast
|
|||||||||||||||
Actual
(1)
|
2009
|
2010-2013 |
Total
|
|||||||||||||
(In
millions)
|
||||||||||||||||
OE
|
$ | 140 | $ | 130 | $ | 600 | $ | 730 | ||||||||
Penn
|
35 | 22 | 112 | 134 | ||||||||||||
CEI
|
139 | 103 | 494 | 597 | ||||||||||||
TE
|
57 | 48 | 202 | 250 | ||||||||||||
JCP&L
|
177 | 160 | 812 | 972 | ||||||||||||
Met-Ed
|
108 | 97 | 447 | 544 | ||||||||||||
Penelec
|
129 | 122 | 484 | 606 | ||||||||||||
ATSI
|
46 | 39 | 177 | 216 | ||||||||||||
FGCO
|
1,037 | 635 | 1,373 | 2,008 | ||||||||||||
NGC
|
115 | 243 | 1,323 | 1,566 | ||||||||||||
Other
subsidiaries
|
167 | 58 | 458 | 516 | ||||||||||||
Total
|
$ | 2,150 | $ | 1,657 | $ | 6,482 | $ | 8,139 | ||||||||
(1)
Excludes
nuclear fuel, the purchase of lessor equity interests in Beaver Valley
Unit 2 and Perry
($438 million),
and the acquisition of Signal Peak ($125 million).
|
Company
|
Type
|
Maturity
|
Commitment
|
Available
Liquidity
as of
January 31,
2009
|
||||||||
(In
millions)
|
||||||||||||
FirstEnergy
(1)
|
Revolving
|
Aug.
2012
|
$ | 2,750 | $ | 405 | ||||||
FirstEnergy
and FES
|
Revolving
|
May
2009
|
300 | 300 | ||||||||
FirstEnergy
|
Bank
lines
|
Various
(2)
|
120 | 20 | ||||||||
FGCO
|
Term
loan
|
Oct.
2009
(3)
|
300 | 300 | ||||||||
Ohio
and Pennsylvania Companies
|
Receivables
financing
|
Various
(4)
|
550 | 469 | ||||||||
Subtotal
|
$ | 4,020 | $ | 1,494 | ||||||||
Cash
|
- | 1,110 | ||||||||||
Total
|
$ | 4,020 | $ | 2,604 |
|
(1)
|
FirstEnergy
Corp. and subsidiary borrowers.
|
|
(2)
|
$100 million
matures November 30, 2009; $20 million uncommitted line of credit
with no maturity date.
|
|
(3)
|
Drawn
amounts are payable within 30 days and may not be
re-borrowed.
|
|
(4)
|
$370 million
expires February 22, 2010; $180 million expires
December 18, 2009.
|
Station
|
In-Service
Date
|
Current
License
Expiration
|
Beaver Valley
Unit 1
|
1976
|
2016
|
Beaver Valley
Unit 2
|
1987
|
2027
|
Perry
|
1986
|
2026
|
Davis-Besse
|
1977
|
2017
|
Name
|
Age
|
Positions
Held During Past Five Years
|
Dates
|
|||
A.
J. Alexander
|
57
|
President
and Chief Executive Officer
|
2004-present
|
|||
President
and Chief Operating Officer
|
*-2004
|
|||||
W.
D. Byrd
|
54
|
Vice
President, Corporate Risk & Chief Risk Officer
Director
– Rates Strategy
Director
– Commodity Supply
|
2007-present
2004-2007
*-2004
|
|||
L.
M. Cavalier
|
57
|
Senior
Vice President – Human Resources
Vice
President – Human Resources
|
2005-present
*-2005
|
|||
M.
T. Clark
|
58
|
Executive
Vice President – Strategic Planning & Operations
Senior
Vice President – Strategic Planning & Operations
Vice
President – Business Development
|
2008-present
2004-2008
*-2004
|
|||
D.
S. Elliott (B)
|
54
|
President
– Pennsylvania Operations
|
2005-present
|
|||
Senior
Vice President
|
*-2005
|
|||||
R.
R. Grigg (A)(B)
|
60
|
Executive
Vice President and President-FirstEnergy Utilities
|
2008-present
|
|||
Executive
Vice President and Chief Operating Officer
|
2004-2008
|
|||||
J.
J. Hagan
|
58
|
President
and Chief Executive Officer – WE Generation
President
and Chief Nuclear Officer – FENOC
Senior
Vice President and Chief Operating Officer – FENOC
Senior
Vice President - FENOC
|
*-2004
2007-present
2005-2007
*-2005
|
|||
C.
E. Jones (A)(B)
|
53
|
Senior
Vice President – Energy Delivery & Customer Service (E)
President
– FirstEnergy Solutions
Senior
Vice President – Energy Delivery & Customer Service
|
2009-present
2007-2009
*-2007
|
|||
C.
D. Lasky (D)
|
46
|
Vice
President – Fossil Operations
|
2008-present
|
|||
Vice
President – Fossil Operations & Air Quality Compliance
|
2004-2008
|
|||||
Plant
Director
|
*-2004
|
|||||
G.
R. Leidich
|
58
|
Executive
Vice President & President – FirstEnergy Generation
|
2008-present
|
|||
Senior
Vice President – Operations
President
and Chief Nuclear Officer – FENOC
|
2007-2008
*-2007
|
|||||
D.
C. Luff
|
61
|
Senior
Vice President – Governmental Affairs
|
2007-present
|
|||
Vice
President
|
*-2007
|
|||||
R.
H. Marsh (A)(B)(D)
|
58
|
Senior
Vice President and Chief Financial Officer
|
*-present
|
|||
S.
E. Morgan (C)(F)
|
58
|
President
– JCP&L
Vice
President – Energy Delivery
|
2004-present
*-2004
|
|||
J.
M. Murray (A)(G)
|
62
|
President
– Ohio Operations
Regional
President – Toledo Edison Company
Regional
President – West
|
2005-present
2004-2005
*-2004
|
|||
J.
F. Pearson (A)(B)(D)
|
54
|
Vice
President and Treasurer
|
2006-present
|
|||
Treasurer
Group
Controller – Strategic Planning and Operations
Group
Controller – FirstEnergy Solutions
|
2005-2006
2004-2005
*-2004
|
|||||
D.
R. Schneider (D)
|
47
|
President
– FirstEnergy Solutions (E)
Senior
Vice President – Energy Delivery & Customer Service
Vice
President – Energy Delivery
Vice
President – Commodity Operations
Vice
President – Fossil Operations
|
2009-present
2007-2009
2006-2007
2004-2006
*-2004
|
|||
L.L.
Vespoli (A)(B)(D)
|
49
|
Executive
Vice President and General Counsel
|
2008-present
|
|||
Senior
Vice President and General Counsel
|
*-2008
|
|||||
H.
L. Wagner (A)(B)(D)
|
56
|
Vice
President, Controller and Chief Accounting Officer
|
*-present
|
|||
T.
M. Welsh
|
59
|
Senior
Vice President – Assistant to CEO
Senior
Vice President
Vice
President
|
2007-present
2004-2007
*-2004
|
(A) Denotes executive officers of OE, CEI and TE. | (E) Position effective February 2, 2009. | |
(B) Denotes
executive officers of Met-Ed and Penelec.
|
(F) Retiring,
September 1, 2009.
|
|
(C) Denotes
executive officer of JCP&L
|
(G) Retiring,
June 1, 2009.
|
|
(D) Denotes
executive officers of FES.
|
* Indicates
position held at least since January 1,
2004.
|
Total
|
Bargaining
Unit
|
|||||||
Employees
|
Employees
|
|||||||
FESC
|
3,355 | 250 | ||||||
OE
|
1,328 | 770 | ||||||
CEI
|
1,010 | 651 | ||||||
TE
|
445 | 321 | ||||||
Penn
|
223 | 165 | ||||||
JCP&L
|
1,470 | 1,113 | ||||||
Met-Ed
|
776 | 536 | ||||||
Penelec
|
994 | 664 | ||||||
ATSI
|
43 | - | ||||||
FES
|
219 | - | ||||||
FGCO
|
2,006 | 1,283 | ||||||
FENOC
|
2,829 | 1,031 | ||||||
Total
|
14,698 | 6,784 |
|
▪
|
changing
weather conditions or seasonality;
|
|
▪
|
changes
in electricity usage by our
customers;
|
|
▪
|
illiquidity
in wholesale power and other
markets;
|
|
▪
|
transmission
congestion or transportation constraints, inoperability or
inefficiencies;
|
|
▪
|
availability
of competitively priced alternative energy
sources;
|
|
▪
|
changes
in supply and demand for energy
commodities;
|
|
▪
|
changes
in power production capacity;
|
|
▪
|
outages
at our power production facilities or those of our
competitors;
|
|
▪
|
changes
in production and storage levels of natural gas, lignite, coal, crude oil
and refined products; and
|
|
▪
|
natural
disasters, wars, acts of sabotage, terrorist acts, embargoes and other
catastrophic events.
|
|
▪
|
the
potential harmful effects on the environment and human health resulting
from unplanned radiological releases associated with the operation of our
nuclear facilities and the storage, handling and disposal of radioactive
materials;
|
|
▪
|
limitations
on the amounts and types of insurance commercially available to cover
losses that might arise in connection with our nuclear operations or those
of others in the United States;
|
|
▪
|
uncertainties
with respect to contingencies and assessments if insurance coverage is
inadequate; and
|
|
▪
|
uncertainties
with respect to the technological and financial aspects of decommissioning
nuclear plants at the end of their licensed operation including increases
in minimum funding requirements or costs of
completion.
|
Net
|
||||||||
Demonstrated
|
||||||||
Capacity
|
||||||||
Unit
|
(MW)
|
|||||||
Plant-Location
|
||||||||
Coal-Fired Units
|
||||||||
Ashtabula-
|
||||||||
Ashtabula,
OH
|
5
|
244 | ||||||
Bay
Shore-
|
||||||||
Toledo,
OH
|
1-4
|
631 | ||||||
R.
E. Burger-
|
||||||||
Shadyside,
OH
|
3-5
|
406 | ||||||
Eastlake-Eastlake,
OH
|
1-5
|
1,233 | ||||||
Lakeshore-
|
||||||||
Cleveland,
OH
|
18
|
245 | ||||||
Bruce
Mansfield-
|
1
|
830 | (a) | |||||
Shippingport,
PA
|
2
|
830 | (b) | |||||
3
|
830 | (c) | ||||||
W.
H. Sammis - Stratton, OH
|
1-7
|
2,220 | ||||||
Kyger
Creek - Cheshire, OH
|
1-5
|
210 | (d) | |||||
Clifty
Creek - Madison, IN
|
1-6
|
253 | (d) | |||||
Total
|
7,932 | |||||||
Nuclear Units
|
||||||||
Beaver
Valley-
|
1
|
911 | ||||||
Shippingport,
PA
|
2
|
904 | (e) | |||||
Davis-Besse-
|
||||||||
Oak
Harbor, OH
|
1
|
908 | ||||||
Perry-
|
||||||||
N.
Perry Village, OH
|
1
|
1,268 | (f) | |||||
Total
|
3,991 | |||||||
Oil/Gas
- Fired/
|
||||||||
Pumped Storage Units
|
||||||||
Richland
- Defiance, OH
|
1-6
|
432 | ||||||
Seneca
- Warren, PA
|
1-3
|
451 | ||||||
Sumpter
- Sumpter Twp, MI
|
1-4
|
340 | ||||||
West
Lorain - Lorain, OH
|
1-6
|
545 | ||||||
Yard’s
Creek - Blairstown
|
||||||||
Twp.,
NJ
|
1-3
|
200 | (g) | |||||
Other
|
282 | |||||||
Total
|
2,250 | |||||||
Total
|
14,173 |
Notes:
|
(a)
|
Includes
FGCO’s leasehold interest of 93.825% (779 MW) and CEI’s leasehold interest
of 6.175% (51 MW), which has been assigned to FGCO.
|
(b)
|
Includes
CEI’s and TE’s leasehold interests of 27.17% (226 MW) and 16.435% (136
MW), respectively, which have been assigned to FGCO.
|
|
(c)
|
Includes
CEI’s and TE’s leasehold interests of 23.247% (193 MW) and 18.915%
(157 MW), respectively, which have been assigned to
FGCO.
|
|
(d)
|
Represents
FGCO’s 20.5% entitlement based on its participation in OVEC. FGCO has
entered into a definitive agreement to sell 9% of its 20.5% participation
in OVEC. Final closing of the transaction, which is expected in
April 2009, is subject to approval by the FERC.
|
|
(e)
|
Includes
OE’s leasehold interest of 16.65% (151 MW) from
non-affiliates.
|
|
(f)
|
Includes
OE’s leasehold interest of 8.11% (103 MW) from
non-affiliates.
|
|
(g)
|
Represents
JCP&L’s 50% ownership
interest.
|
Substation
|
||||||||||||
Distribution
|
Transmission
|
Transformer
|
||||||||||
Lines
|
Lines
|
Capacity
|
||||||||||
(Miles)
|
(kV-amperes)
|
|||||||||||
OE
|
30,413 | 555 | 9,718,000 | |||||||||
Penn
|
5,911 | 44 | 922,000 | |||||||||
CEI
|
25,321 | 2,144 | 7,841,000 | |||||||||
TE
|
2,083 | 224 | 2,503,000 | |||||||||
JCP&L
|
19,604 | 2,160 | 21,216,000 | |||||||||
Met-Ed
|
15,057 | 1,421 | 9,962,000 | |||||||||
Penelec
|
20,173 | 2,701 | 14,033,000 | |||||||||
ATSI*
|
- | 5,821 | 21,429,000 | |||||||||
Total
|
118,562 | 15,070 | 87,624,000 |
*
|
Represents
transmission lines of 69kV and above located in the service areas of OE,
Penn, CEI and TE.
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS
AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
|
Item
6*
|
Item
7*
|
Item
7A
|
Item
8
|
|
FirstEnergy
|
1-2
|
3-59
|
38-41
|
62-109
|
FES
|
N/A
|
N/A
|
3-5
|
8-12,
91-145
|
OE
|
N/A
|
N/A
|
14-15
|
18-22,
91-145
|
CEI
|
N/A
|
N/A
|
24-25
|
28-32,
91-145
|
TE
|
N/A
|
N/A
|
35
|
38-42,
91-145
|
JCP&L
|
N/A
|
N/A
|
44-46
|
49-53,
91-145
|
Met-Ed
|
N/A
|
N/A
|
55-57
|
60-64,
91-145
|
Penelec
|
N/A
|
N/A
|
66-68
|
71-75,
91-145
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND
FINANCIAL DISCLOSURE
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Audit Fees
(1)
|
Audit-Related
Fees
|
|||||||||||||||
Company
|
200
8
|
200
7
|
200
8
|
200
7
|
||||||||||||
(In
thousands)
|
||||||||||||||||
FES
|
$ | 835 | $ | 1,091 | $ | - | $ | 494 | ||||||||
OE
|
1,155 | 1,014 | - | - | ||||||||||||
CEI
|
764 | 719 | - | - | ||||||||||||
TE
|
598 | 540 | - | - | ||||||||||||
JCP&L
|
682 | 701 | - | - | ||||||||||||
Met-Ed
|
583 | 528 | - | - | ||||||||||||
Penelec
|
595 | 586 | - | - | ||||||||||||
Other
subsidiaries
|
607 | 886 | - | - | ||||||||||||
Total
FirstEnergy
|
$ | 5,819 | $ | 6,065 | $ | - | $ | 494 |
|
(1)
|
Professional
services rendered for the audits of FirstEnergy’s annual financial
statements and reviews of financial statements included in FirstEnergy’s
Quarterly Reports on Form 10-Q and for services in connection with
statutory and regulatory filings or engagements, including comfort letters
and consents for financings and filings made with the
SEC.
|
2.
|
Financial
Statement Schedules
|
FirstEnergy
|
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
|
Report
of Independent Registered Public Accounting Firm
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
Schedule
II -- Consolidated Valuation and Qualifying Accounts, Three Years Ended
December 31, 2008
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
3.
|
Exhibits
– FirstEnergy
|
3-1
|
Amended
Articles of Incorporation of FirstEnergy Corp. (Form S-3 filed February 3,
1997, Exhibit 4(a), File No. 333-21011)
|
(A)
3-2
|
FirstEnergy
Corp. Amended Code of Regulations.
|
4-1
|
Indenture,
dated November 15, 2001, between FirstEnergy Corp. and The Bank of New
York Mellon, as Trustee. (Form S-3 filed September 21, 2001, Exhibit
4(a), File No. 333-69856)
|
(A)(B)
10-1
|
FirstEnergy
Corp. 2007 Incentive Plan, effective May 15, 2007.
|
(A)(B)
10-2
|
Amended
FirstEnergy Corp. Deferred Compensation Plan for Outside Directors,
amended and restated as of January 1, 2005 and ratified as of September
18, 2007.
|
(B)
10-3
|
FirstEnergy
Corp. Supplemental Executive Retirement Plan, amended January 1,
1999. (1999 Form 10-K, Exhibit 10-4)
|
(B)
10-4
|
Stock Option
Agreement between FirstEnergy Corp. and officers dated November 22,
2000. (2000 Form 10-K, Exhibit 10-3)
|
(B)
10-5
|
Stock Option
Agreement between FirstEnergy Corp. and officers dated March 1, 2000.
(2000 Form 10-K, Exhibit 10-4)
|
(B)
10-6
|
Stock Option
Agreement between FirstEnergy Corp. and director dated January 1,
2000. (2000 Form 10-K, Exhibit 10-5)
|
(B)
10-7
|
Stock Option
Agreement between FirstEnergy Corp. and two directors dated
January 1, 2001. (2000 Form 10-K, Exhibit 10-6)
|
(B)
10-8
|
Stock Option
Agreements between FirstEnergy Corp. and One Director dated
January 1, 2002. (2001 Form 10-K, Exhibit 10-5)
|
(B)
10-9
|
FirstEnergy
Corp. Executive Deferred Compensation Plan, amended and restated as of
January 1, 2005 and ratified as of September 18, 2007. (September 2007
10-Q, Exhibit 10.2)
|
(B)
10-10
|
Executive
Incentive Compensation Plan-Tier 2. (2001 Form 10-K, Exhibit
10-7)
|
(B)
10-11
|
Executive
Incentive Compensation Plan-Tier 3. (2001 Form 10-K, Exhibit
10-8)
|
(B)
10-12
|
Executive
Incentive Compensation Plan-Tier 4. (2001 Form 10-K, Exhibit
10-9)
|
(B)
10-13
|
Executive
Incentive Compensation Plan-Tier 5. (2001 Form 10-K, Exhibit
10-10)
|
(B)
10-14
|
Amendment to
GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries,
effective April 5, 2001. (2001 Form 10-K, Exhibit
10-11)
|
(B)
10-15
|
Form of
Amendment, effective November 7, 2001, to GPU, Inc. 1990 Stock Plan
for Employees of GPU, Inc. and Subsidiaries, Deferred Remuneration Plan
for Outside Directors of GPU, Inc., and Retirement Plan for Outside
Directors of GPU, Inc. (2001 Form 10-K, Exhibit 10-12)
|
(B)
10-16
|
GPU, Inc.
Stock Option and Restricted Stock Plan for MYR Group, Inc. Employees.
(2001 Form 10-K, Exhibit 10-13)
|
(B)
10-17
|
Executive and
Director Stock Option Agreement dated June 11, 2002. (2002 Form 10-K,
Exhibit 10-1)
|
(B)
10-18
|
Director Stock
Option Agreement. (2002 Form 10-K, Exhibit 10-2)
|
(B)
10-19
|
Executive
Incentive Compensation Plan 2002. (2002 Form 10-K, Exhibit
10-28)
|
(B)
10-20
|
GPU, Inc. 1990
Stock Plan for Employees of GPU, Inc. and Subsidiaries as amended and
restated to reflect amendments through June 3, 1999. (1999 Form 10-K,
Exhibit 10-V, File No. 1-6047, GPU, Inc.)
|
(B)
10-21
|
Form of 1998
Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees
of GPU, Inc. and Subsidiaries. (1997 Form 10-K, Exhibit 10-Q, File No.
1-6047, GPU, Inc.)
|
(B)
10-22
|
Form of 1999
Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees
of GPU, Inc. and Subsidiaries. (1999 Form 10-K, Exhibit 10-W, File No.
1-6047, GPU, Inc.)
|
(B)
10-23
|
Form of 2000
Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees
of GPU, Inc. and Subsidiaries. (1999 Form 10-K, Exhibit 10-W, File No.
1-6047, GPU, Inc.)
|
(B)
10-24
|
Deferred
Remuneration Plan for Outside Directors of GPU, Inc. as amended and
restated effective August 8, 2000. (1999 Form 10-K, Exhibit 10-O, File No.
1-6047, GPU, Inc.)
|
(B)
10-25
|
Retirement
Plan for Outside Directors of GPU, Inc. as amended and restated as of
August 8, 2000. (1999 Form 10-K, Exhibit 10-N, File No. 1-6047, GPU,
Inc.)
|
(B)
10-26
|
Forms of
Estate Enhancement Program Agreements entered into by certain former GPU
directors. (1999 Form 10-K, Exhibit 10-JJ, File No. 1-6047, GPU,
Inc.)
|
(B)
10-27
|
Employment
Agreement for Richard R. Grigg dated February 26, 2008. (2007 Form 10-K,
Exhibit 10.5)
|
(B)
10-28
|
Stock Option
Agreement between FirstEnergy Corp. and an officer dated August 20,
2004. (September 2004 Form 10-Q, Exhibit
10-42)
|
(B)
10-29
|
Executive
Bonus Plan between FirstEnergy Corp. and Officers effective November 3,
2004. (September 2004 Form 10-Q, Exhibit 10-44)
|
10-30
|
Consent Decree
dated March 18, 2005. (Form 8-K dated March 18, 2005 by FirstEnergy Corp.,
Exhibit 10-1)
|
(C)
10-31
|
Form of
Guaranty Agreement dated as of December 16, 2005 between FirstEnergy Corp.
and FirstEnergy Solutions Corp. in Favor of Barclays Bank PLC as
Administrative Agent for the Banks. (2005 Form 10-K, Exhibit
10-1)
|
(D)
10-32
|
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. (March
2006 Form 10-Q, Exhibit 10-1)
|
(B)
10-33
|
Form of
Restricted Stock Agreement between FirstEnergy Corp. and A. J. Alexander,
dated February 27, 2006. (March 2006 Form 10-Q, Exhibit
10-6)
|
(B)
10-34
|
Form of
Restricted Stock Unit Agreement (Performance Adjusted) between FirstEnergy
Corp. and A.J. Alexander, dated March 1, 2006. (March 2006 Form 10-Q,
Exhibit 10-7)
|
(B)
10-35
|
Form of
Restricted Stock Unit Agreement (Performance Adjusted) between FirstEnergy
Corp. and named executive officers, dated March 1, 2006. (March 2006 Form
10-Q, Exhibit 10-8)
|
(B)
10-36
|
Form of
Restricted Stock Unit Agreement (Performance Adjusted) between FirstEnergy
Corp. and R.H. Marsh, dated March 1, 2006. (March 2006 Form 10-Q, Exhibit
10-9)
|
10-37
|
Confirmation
dated March 1, 2007 between FirstEnergy Corp. and Morgan Stanley and
Co., International Limited. (March 2007 Form 10-Q, Exhibit
10.1)
|
10-38
|
Form of U.S.
$250,000,000 Credit Agreement, dated as of March 2, 2007, between
FirstEnergy Corp., as Borrower, and Morgan Stanley Senior Funding, Inc.,
as Lender. (March 2007 Form 10-Q, Exhibit 10.2)
|
10-39
|
Form of
Guaranty dated as of March 2, 2007, between FirstEnergy Corp., as
Guarantor, and Morgan Stanley Senior Funding, Inc., as Lender under a U.S.
$250,000,000 Credit Agreement dated as of March 2, 2007, with
FirstEnergy Solutions Corp., as Borrower. (March 2007 Form 10-Q, Exhibit
10.2)
|
(B)
10-40
|
FirstEnergy
Corp. Supplemental Executive Retirement Plan as amended September 18,
2007. (September 2007 Form 10-Q, Exhibit 10.2)
|
(B)
10-41
|
Employment
Agreement between FirstEnergy Corp. and Gary R. Leidich, dated February
26, 2008. (2007 Form 10-K, Exhibit 10-88)
|
(B)
10-42
|
Form of
Restricted Stock Unit Agreement for Gary R. Leidich (per Employment
Agreement dated February 26, 2008). (2007 Form 10-K, Exhibit
10-90)
|
(B)
10-43
|
Form of
Restricted Stock Agreement Amendment for Gary R. Leidich dated February
26, 2008. (2007 Form 10-K, Exhibit 10-91)
|
(B)
10-44
|
Form of
Restricted Stock Unit Agreement for Richard R. Grigg (per Employment
Agreement dated February 26, 2008). (2007 Form 10-K, Exhibit
10-92)
|
(B)
10-45
|
Form of
Restricted Stock Unit Agreement for named executive officers dated March
3, 2008. (2007 Form 10-K, Exhibit 10-93)
|
(B)
10-46
|
Form of 2007
Incentive Compensation Plan Performance Share Award for the performance
period January 1, 2008 to December 31, 2010. (2007 Form 10-K, Exhibit
10-94)
|
3-1
|
Articles of
Incorporation of FirstEnergy Solutions Corp., as amended August 31,
2001. (Form S-4 filed August 6, 2007, Exhibit
3.1)
|
3-2
|
Code of Regulations of
FirstEnergy Solutions Corp. (Form S-4 filed August 6, 2007, Exhibit
3.4)
|
10-1
|
Form of 6.85% Exchange
Certificate due 2034. (Form S-4 filed August 6, 2007, Exhibit
4.1)
|
10-2
|
Guaranty of FirstEnergy
Solutions Corp., dated as of July 1, 2007. (Form 8-K/A filed August
2, 2007 by FirstEnergy Corp. (333-21011), Exhibit
10-9)
|
10-3
|
Indenture of Trust,
Open-End Mortgage and Security Agreement, dated as of July 1, 2007,
between the applicable Lessor and The Bank of New York Trust Company,
N.A., as Indenture Trustee. (Form 8-K/A filed August 2, 2007 by
FirstEnergy Corp. (333-21011), Exhibit 10-3)
|
10-4
|
6.85% Lessor Note due
2034. (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.
(333-21011), Exhibit 10-3)
|
10-5
|
Registration Rights
Agreement, dated as of July 13, 2007, among FirstEnergy Generation
Corp., FirstEnergy Solutions Corp., The Bank of New York Trust Company,
N.A., as Pass Through Trustee, Morgan Stanley & Co. Incorporated, and
Credit Suisse Securities (USA) LLC, as representatives of the several
initial purchasers named in the Purchase Agreement. (Form 8-K/A filed
August 2, 2007 by FirstEnergy Corp. (333-21011), Exhibit
10-14)
|
10-6
|
Participation
Agreement, dated as of June 26, 2007, among FirstEnergy Generation
Corp., as Lessee, FirstEnergy Solutions Corp., as Guarantor, the
applicable Lessor, U.S. Bank Trust National Association, as Trust Company,
the applicable Owner Participant, The Bank of New York Trust Company,
N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A.,
as Pass Through Trustee. (Form 8-K/A filed August 2, 2007 by
FirstEnergy Corp. (333-21011), Exhibit 10-1)
|
10-7
|
Trust Agreement, dated
as of June 26, 2007, between the applicable Owner Participant and U.S.
Bank Trust National Association, as Owner Trustee. (Form 8-K/A filed
August 2, 2007 by FirstEnergy Corp. (333-21011), Exhibit
10-2)
|
10-8
|
Pass Through Trust
Agreement, dated as of June 26, 2007, among FirstEnergy
Generation Corp., FirstEnergy Solutions Corp., and The Bank of New York
Trust Company, N.A., as Pass Through Trustee. (Form 8-K/A filed
August 2, 2007 by FirstEnergy Corp. (333-21011), Exhibit
10-12)
|
10-9
|
Bill of Sale and
Transfer, dated as of July 1, 2007, between FirstEnergy
Generation Corp. and the applicable Lessor. (Form 8-K/A filed
August 2, 2007 by FirstEnergy Corp. (333-21011), Exhibit
10-5)
|
10-10
|
Facility Lease
Agreement, dated as of July 1, 2007, between FirstEnergy
Generation Corp. and the applicable Lessor. (Form 8-K/A filed
August 2, 2007 by FirstEnergy Corp. (333-21011), Exhibit
10-6)
|
10-11
|
Site Lease, dated as of
July 1, 2007, between FirstEnergy Generation Corp. and the
applicable Lessor. (Form 8-K/A filed August 2, 2007 by
FirstEnergy Corp. (333-21011), Exhibit 10-7)
|
10-12
|
Site Sublease, dated as
of July 1, 2007, between FirstEnergy Generation Corp. and the
applicable Lessor. (Form 8-K/A filed August 2, 2007 by
FirstEnergy Corp. (333-21011), Exhibit 10-8)
|
10-13
|
Support Agreement,
dated as of July 1, 2007, between FirstEnergy Generation Corp.
and the applicable Lessor. (Form 8-K/A filed August 2, 2007 by
FirstEnergy Corp. (333-21011), Exhibit 10-10)
|
10-14
|
Second Amendment to the
Bruce Mansfield Units 1, 2, and 3 Operating Agreement, dated as of
July 1, 2007, between FirstEnergy Generation Corp., The
Cleveland Electric Illuminating Company and The Toledo Edison Company.
(Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.
(333-21011), Exhibit 10-11)
|
10-15
|
OE Fossil Purchase and
Sale
Agreement by and
between Ohio Edison Company (Seller) and FirstEnergy Generation Corp.
(Purchaser). (June 2005 Form 10-Q filed by FirstEnergy Corp. (333-21011),
Exhibit 10.2)
|
10-16
|
CEI Fossil Purchase and
Sale
Agreement by and
between The
Cleveland
Electric Illuminating
Company (Seller) and FirstEnergy Generation Corp. (Purchaser). (June 2005
Form 10-Q, Exhibit 10.6)
|
10-17
|
TE Fossil Purchase and
Sale
Agreement by and
between The Toledo Edison Company (Seller) and FirstEnergy Generation
Corp. (Purchaser). (June 2005 Form 10-Q, Exhibit
10.2)
|
10-18
|
Agreement, dated
August 26, 2005, by and between FirstEnergy Generation Corp. and
Bechtel Power Corporation. (September 2005 Form 10-Q,
Exhibit 10-2)
|
10-19
|
CEI Fossil Note, dated
October 24, 2005, of FirstEnergy Generation Corp. (Form S-4/A filed
August 20, 2007, Exhibit
10.15)
|
10-20
|
CEI Fossil Security
Agreement, dated October 24, 2005, by and between FirstEnergy
Generation Corp. and The Cleveland Electric Illuminating Company.
(Form S-4/A filed August 20, 2007, Exhibit
10.16)
|
10-21
|
OE Fossil Note,
dated October 24, 2005, of FirstEnergy Generation Corp. (Form S-4/A
filed August 20, 2007, Exhibit 10.17)
|
10-22
|
OE Fossil
Security Agreement, dated October 24, 2005, by and between
FirstEnergy Generation Corp. and Ohio Edison Company. (Form S-4/A
filed August 20, 2007, Exhibit 10.18)
|
10-23
|
Amendment No. 1 to OE
Fossil Security Agreement, dated as of June 30, 2007, between
FirstEnergy Generation Corp. and Ohio Edison Company. (Form S-4/A
filed August 20, 2007, Exhibit 10.19)
|
10-24
|
PP Fossil Note, dated
October 24, 2005, of FirstEnergy Generation Corp. (Form S-4/A filed
August 20, 2007, Exhibit 10.20)
|
10-25
|
PP Fossil
Security Agreement, dated October 24, 2005, by and between
FirstEnergy Generation Corp. and Pennsylvania Power Company. (Form
S-4/A filed August 20, 2007, Exhibit 10.21)
|
10-26
|
Amendment No. 1 to PP
Fossil Security Agreement, dated as of June 30, 2007, between
FirstEnergy Generation Corp. and Pennsylvania Power Company. (Form
S-4/A filed August 20, 2007, Exhibit 10.22)
|
10-27
|
TE Fossil Note,
dated October 24, 2005, of FirstEnergy Generation Corp. (Form S-4/A
filed August 20, 2007, Exhibit 10.23)
|
10-28
|
TE Fossil
Security Agreement, dated October 24, 2005, by and between
FirstEnergy Generation Corp. and The Toledo Edison Company. (Form
S-4/A filed August 20, 2007, Exhibit 10.24)
|
10-29
|
CEI Nuclear
Note, dated December 16, 2005, of FirstEnergy Nuclear Generation
Corp. (Form S-4/A filed August 20, 2007, Exhibit
10.25)
|
10-30
|
CEI Nuclear
Security Agreement, dated December 16, 2005, by and between
FirstEnergy Nuclear Generation Corp. and The Cleveland Electric
Illuminating Company. (Form S-4/A filed August 20, 2007, Exhibit
10.26)
|
10-31
|
OE Nuclear Note, dated
December 16, 2005, of FirstEnergy Nuclear Generation Corp. (Form
S-4/A filed August 20, 2007, Exhibit
10.27
)
|
10-32
|
PP Nuclear Note,
dated December 16, 2005, of FirstEnergy Nuclear Generation Corp.
(Form S-4/A filed August 20, 2007, Exhibit
10.28)
|
10-33
|
TE Nuclear Note, dated
December 16, 2005, of FirstEnergy Nuclear Generation Corp. (Form
S-4/A filed August 20, 2007, Exhibit 10.29)
|
10-34
|
TE Nuclear Security
Agreement, dated December 16, 2005, by and between FirstEnergy
Nuclear Generation Corp. and The Toledo Edison Company. (Form S-4/A filed
August 20, 2007, Exhibit 10.30)
|
10-35
|
Mansfield Power Supply
Agreement, dated August 10, 2006, among The Cleveland Electric
Illuminating Company, The Toledo Edison Company and FirstEnergy Generation
Corp. (Form S-4/A filed August 20, 2007, Exhibit
10.31)
|
10-36
|
Nuclear Power Supply
Agreement, dated August 10, 2006, between FirstEnergy Nuclear Generation
Corp. and FirstEnergy Solutions Corp. (Form S-4/A filed August 20,
2007, Exhibit 10.32)
|
10-37
|
Revised Power Supply
Agreement, dated December 8, 2006, among FirstEnergy Solutions Corp., Ohio
Edison Company, The Cleveland Electric Illuminating Company and The Toledo
Edison Company. (Form S-4/A filed August 20, 2007, Exhibit
10.34)
|
10-38
|
GENCO Power Supply
Agreement, dated January 1, 2007, between FirstEnergy Generation Corp. and
FirstEnergy Solutions Corp. (Form S-4/A filed August 20, 2007, Exhibit
10.36)
|
10-39
|
Form of U.S.
$250,000,000 Credit Agreement, dated as of March 2, 2007, between
FirstEnergy Solutions Corp., as Borrower, and Morgan Stanley Senior
Funding, Inc., as Lender. (March 2007 Form 10-Q filed by FirstEnergy
Corp., Exhibit 10-2)
|
10-40
|
Form of Guaranty dated
as of March 2, 2007, between FirstEnergy Corp., as Guarantor, and
Morgan Stanley Senior Funding, Inc., as Lender under the U.S. $250,000,000
Credit Agreement, dated as of March 2, 2007, with FirstEnergy
Solutions Corp., as Borrower. (March 2007 Form 10-Q filed by
FirstEnergy Corp., Exhibit 10-23)
|
10-41
|
Guaranty, dated as of
March 26, 2007, by FirstEnergy Generation Corp. on behalf of
FirstEnergy Solutions Corp. (Form S-4/A filed August 20, 2007, Exhibit
10.39)
|
10-42
|
Guaranty, dated as of
March 26, 2007, by FirstEnergy Solutions Corp. on behalf of
FirstEnergy Generation Corp. (Form S-4/A filed August 20, 2007, Exhibit
10.40)
|
10-43
|
Guaranty, dated as of
March 26, 2007, by FirstEnergy Solutions Corp. on behalf of
FirstEnergy Nuclear Generation Corp. (Form S-4/A filed August 20, 2007,
Exhibit 10.41)
|
10-44
|
Guaranty, dated as of
March 26, 2007, by FirstEnergy Nuclear Generation Corp. on
behalf of FirstEnergy Solutions Corp. (Form S-4/A filed August 20, 2007,
Exhibit 10.42)
|
(B)
10-45
|
Form of
Guaranty Agreement dated as of December 16, 2005 between FirstEnergy Corp.
and FirstEnergy Solutions Corp. in Favor of Barclays Bank PLC as
Administrative Agent for the Banks. (2005 Form 10-K, Exhibit
10-58)
|
(B)
10-46
|
Form of Trust
Indenture dated as of December 1, 2005 between Ohio Water Development
Authority and JP Morgan Trust Company related to issuance of FirstEnergy
Nuclear Generation Corp. pollution control revenue refunding bonds. (2005
Form 10-K, Exhibit 10-59)
|
10-47
|
GENCO Power Supply
Agreement dated as of October 14, 2005 between FirstEnergy Generation
Corp. (Seller) and FirstEnergy Solutions Corp. (Buyer). (2005 Form 10-K,
Exhibit 10-60)
|
10-48
|
Nuclear Power
Supply Agreement dated as of October 14, 2005 between FirstEnergy Nuclear
Generation Corp. (Seller) and FirstEnergy Solutions Corp. (Buyer). (2005
Form 10-K, Exhibit 10-61)
|
(B)
10-49
|
Form of Letter
of Credit and Reimbursement Agreement Dated as of December 16, 2005 among
FirstEnergy Nuclear Generation Corp., and the Participating Banks and
Barclays Bank PLC. (2005 Form 10-K, Exhibit 10-62)
|
(B)
10-50
|
Form of Waste
Water Facilities and Solid Waste Facilities Loan Agreement between Ohio
Water Development Authority and FirstEnergy Nuclear Generation Corp.,
dated as of December 1, 2005. (2005 Form 10-K, Exhibit
10-63)
|
10-51
|
Nuclear
Sale/Leaseback Power Supply Agreement dated as of October 14, 2005 between
Ohio Edison Company and the Toledo Edison Company (Sellers) and
FirstEnergy Nuclear Generation Corp. (Buyer). (2005 Form 10-K, Exhibit
10-64)
|
10-52
|
Mansfield
Power Supply Agreement dated as of October 14, 2005 between Cleveland
Electric Illuminating Company and The Toledo Edison Company (Sellers) and
FirstEnergy Generation Corp. (Buyer). (2005 Form 10-K, Exhibit
10-65)
|
10-53
|
Power Supply
Agreement dated as of October 31, 2005 between FirstEnergy Solutions Corp.
(Seller) and the FirstEnergy Operating Companies – Ohio Edison Company,
The Cleveland Electric Illuminating Company, and The Toledo Edison Company
(Buyers). (2005 Form 10-K, Exhibit 10-66)
|
10-54
|
Electric Power
Supply Agreement dated as of October 3, 2005 between FirstEnergy Solutions
Corp. (Seller) and Pennsylvania Power Company (Buyer). (2005
Form 10-K, Exhibit 10-67)
|
(C)
10-55
|
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. (March 2006 Form 10-Q, Exhibit
10-2)
|
(C)
10-56
|
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. (March 2006 Form 10-Q, Exhibit 10-3)
|
(C)
10-57
|
Form of Waste
Water Facilities Loan Agreement between the Ohio Water Development
Authority and FirstEnergy Generation Corp. dated as of April 1, 2006.
(March 2006 Form 10-Q, Exhibit 10-4)
|
(D)
10-58
|
Form of Trust
Indenture dated as of December 1, 2006 between the Ohio Water Development
Authority and The Bank of New York Trust Company, N.A. as Trustee securing
State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy
Nuclear Generation Corp. Project). (2006 Form 10-K, Exhibit
10-77)
|
(D)
10-59
|
Form of Waste
Water Facilities and Solid Waste Facilities Loan Agreement between the
Ohio Water Development Authority and FirstEnergy Nuclear Generation Corp.
dated as of December 1, 2006. (2006 Form 10-K, Exhibit
10-80)
|
10-60
|
Consent Decree dated
March 18, 2005. (Form 8-K filed March 18, 2005 by FirstEnergy Corp.,
Exhibit 10.1)
|
10-61
|
Amendment to
Agreement for Engineering, Procurement and Construction of Air Quality
Control Systems by and between FirstEnergy Generation Corp. and Bechtel
Power Corporation dated September 14, 2007. (September 2007 Form 10-Q,
Exhibit 10.1)
|
10-62
|
Asset Purchase
Agreement by and between Calpine Corporation, as Seller, and FirstEnergy
Generation Corp., as Buyer, dated as of January 28, 2008. (2007 Form 10-K,
Exhibit 10-48)
|
10-63
|
U.S.
$300,000,000 Credit Agreement, dated as of October 8, 2008, among
FirstEnergy Generation Corp., as Borrower, FirstEnergy Corp. and
FirstEnergy Solutions Corp., as Guarantors, Credit Suisse and the other
Banks parties thereto from time to time, as Banks and Credit Suisse, as
Administrative Agent. (September 2008 Form 10-Q, Exhibit
10.1)
|
(A)
12-2
|
Consolidated
ratios of earnings to fixed charges.
|
(A)
13-2
|
FES 2008
Annual Report to Stockholders. (Only those portions expressly incorporated
by reference in this Form 10-K are to be deemed “filed” with the
SEC.)
|
(A)
31-1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
31-2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. §1350.
|
(A)
|
Provided
herein in electronic format as an exhibit.
|
(B)
|
Four
substantially similar agreements, each dated as of the same date, were
executed and delivered by the registrant and its affiliates with respect
to four other series of pollution control revenue refunding bonds issued
by the Ohio Water Development Authority, the Ohio Air Quality Authority
and Beaver County Industrial Development Authority, Pennsylvania, relating
to pollution control notes of FirstEnergy Nuclear Generation
Corp.
|
(C)
|
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.
|
(D)
|
Seven
substantially similar agreements, each dated as of the same date, were
executed and delivered by the registrant and its affiliates with respect
to one other series of pollution control revenue refunding bonds issued by
the Ohio Water Development Authority, three other series of pollution
control bonds issued by the Ohio Air Quality Development Authority and the
three other series of pollution control bonds issued by the Beaver County
Industrial Development Authority, relating to pollution control notes of
FirstEnergy Generation Corp. and FirstEnergy Nuclear Generation
Corp.
|
2-1
|
Agreement and
Plan of Merger, dated as of September 13, 1996, between Ohio Edison
Company and Centerior Energy Corporation. (Form 8–K filed
September 17, 1996, Exhibit 2–1)
|
||
3-1
|
Amended and
Restated Articles of Incorporation of Ohio Edison Company, Effective
December 18, 2007. (2007 Form 10-K, Exhibit 3-4)
|
||
3-2
|
Amended and
Restated Code of Regulations of Ohio Edison Company, dated
December 14, 2007. (2007 Form 10-K, Exhibit 3-5)
|
||
4-1
|
General
Mortgage Indenture and Deed of Trust dated as of January 1, 1998
between Ohio Edison Company and the Bank of New York, as Trustee, as
amended and supplemented by Supplemental Indentures: (Registration
No. 333-05277, Exhibit 4(g))
|
||
4-1(a)
|
February 1,
2003 (2003 Form10-K, File No. 1-2578, Exhibit 4-4)
|
||
4-1(b)
|
March 1, 2003
(2003 Form 10-K, File No. 1-2578, Exhibit 4-5)
|
||
4-1(c)
|
August 1, 2003
(2003 Form 10-K, File No. 1-2578, Exhibit 4-6)
|
||
4-1(d)
|
June 1, 2004
(2004 Form 10-K, File No. 1-2578, Exhibit 4-4)
|
||
4-1(e)
|
December 1,
2004 (2004 Form 10-K, File No. 1-2578, Exhibit 4-4)
|
||
4-1(f)
|
April 1, 2005
(June 2005 Form 10-Q, File No. 1-2578, Exhibit 4-4)
|
||
4-1(g)
|
April 15, 2005
(June 2005 Form 10-Q, File No. 1-2578, Exhibit 4-5)
|
||
4-1(h)
|
June 1, 2005
(June 2005 Form 10-Q, File No. 1-2578, Exhibit 4-6)
|
||
4-1(i)
|
October 1,
2008 (Form 8-K filed October 22, 2008, Exhibit 4.1)
|
||
4-2
|
Indenture
dated as of April 1, 2003 between Ohio Edison Company and The Bank of New
York, as Trustee. (2003 Form 10-K, Exhibit 4-3)
|
||
4-2(a)
|
Officer’s
Certificate (including the forms of the 6.40% Senior Notes due 2016 and
the 6.875% Senior Notes due 2036), dated June 21, 2006. (Form 8-K
filed June 27, 2006, Exhibit 4)
|
||
10-1
|
Administration
Agreement between the CAPCO Group dated as of September 14, 1967.
(Registration No. 2-43102, Exhibit 5(c)(2))
|
||
10-2
|
Amendment
No. 1 dated January 4, 1974 to Administration Agreement between
the CAPCO Group dated as of September 14, 1967. (Registration
No. 2-68906, Exhibit 5(c)(3))
|
||
10-3
|
Amendment
No. 4 dated as of July 1, 1985 to the Bond Guaranty dated as of
October 1, 1973, as amended, by the CAPCO Companies to National City
Bank as Bond Trustee. (1985 Form 10-K,
Exhibit 10-30)
|
||
10-4
|
Amendment
No. 5 dated as of May 1, 1986, to the Bond Guaranty by the CAPCO
Companies to National City Bank as Bond Trustee. (1986 Form 10-K,
Exhibit 10-33)
|
||
10-5
|
Amendment
No. 6A dated as of December 1, 1991, to the Bond Guaranty dated
as of October 1, 1973, by The Cleveland Electric Illuminating
Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power
Company, The Toledo Edison Company to National City Bank, as Bond Trustee.
(1991 Form 10-K, Exhibit 10-33)
|
10-6
|
Amendment
No. 6B dated as of December 30, 1991, to the Bond Guaranty dated
as of October 1, 1973 by The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company,
The Toledo Edison Company to National City Bank, as Bond Trustee. (1991
Form 10-K, Exhibit 10-34)
|
|
(B)
10-7
|
Ohio Edison
System Executive Supplemental Life Insurance Plan. (1995 Form 10-K,
Exhibit 10-44)
|
|
(B)
10-8
|
Ohio Edison
System Executive Incentive Compensation Plan. (1995
Form 10-K, Exhibit 10-45)
|
|
(B)
10-9
|
Ohio Edison
System Restated and Amended Supplemental Executive Retirement Plan. (1995
Form 10-K, Exhibit 10-47)
|
|
(B)
10-10
|
Form of
Amendment, effective November 7, 2001, to GPU, Inc. 1990 Stock Plan for
Employees of GPU, Inc. and Subsidiaries, Deferred Remuneration Plan for
Outside Directors of GPU, Inc., and Retirement Plan for Outside Directors
of GPU, Inc. (2001 Form 10-K, Exhibit 10-26)
|
|
(B)
10-11
|
GPU, Inc.
Stock Option and Restricted Stock Plan for MYR Group, Inc. Employees.
(2001 Form 10-K, Exhibit 10-27)
|
|
(B)
10-12
|
Severance pay
agreement between Ohio Edison Company and A. J. Alexander. (1995
Form 10-K, Exhibit 10-50)
|
|
(C)
10-13
|
Participation
Agreement dated as of March 16, 1987 among Perry One Alpha Limited
Partnership, as Owner Participant, the Original Loan Participants listed
in Schedule 1 Hereto, as Original Loan Participants, PNPP Funding
Corporation, as Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1986 Form 10-K,
Exhibit 28-1)
|
|
(C)
10-14
|
Amendment
No. 1 dated as of September 1, 1987 to Participation Agreement
dated as of March 16, 1987 among Perry One Alpha Limited Partnership,
as Owner Participant, the Original Loan Participants listed in
Schedule 1 thereto, as Original Loan Participants, PNPP Funding
Corporation, as Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company (now The Bank of New York), as
Indenture Trustee, and Ohio Edison Company, as Lessee. (1991
Form 10-K, Exhibit 10-46)
|
|
(C)
10-15
|
Amendment
No. 3 dated as of May 16, 1988 to Participation Agreement dated
as of March 16, 1987, as amended among Perry One Alpha Limited
Partnership, as Owner Participant, PNPP Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust Company, as
Indenture Trustee, and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-47)
|
|
(C)
10-16
|
Amendment
No. 4 dated as of November 1, 1991 to Participation Agreement
dated as of March 16, 1987 among Perry One Alpha Limited Partnership,
as Owner Participant, PNPP Funding Corporation, as Funding Corporation,
PNPP II Funding Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1991
Form 10-K, Exhibit 10-47)
|
|
(C)
10-17
|
Amendment
No. 5 dated as of November 24, 1992 to Participation Agreement
dated as of March 16, 1987, as amended, among Perry One Alpha Limited
Partnership, as Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New Funding Corporation,
The First National Bank of Boston, as Owner Trustee, The Bank of New York,
as Indenture Trustee and Ohio Edison Company as Lessee. (1992
Form 10-K, Exhibit 10-49)
|
|
(C)
10-18
|
Amendment
No. 6 dated as of January 12, 1993 to Participation Agreement
dated as of March 16, 1987 among Perry One Alpha Limited Partnership,
as Owner Participant, PNPP Funding Corporation, as Funding Corporation,
PNPP II Funding Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-50)
|
|
(C)
10-19
|
Amendment
No. 7 dated as of October 12, 1994 to Participation Agreement
dated as of March 16, 1987 as amended, among Perry One Alpha Limited
Partnership, as Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New Funding Corporation,
The First National Bank of Boston, as Owner Trustee, The Bank of New York,
as Indenture Trustee and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-54)
|
(C)
10-20
|
Facility Lease
dated as of March 16, 1987 between The First National Bank of Boston,
as Owner Trustee, with Perry One Alpha Limited Partnership, Lessor, and
Ohio Edison Company, Lessee. (1986 Form 10-K,
Exhibit 28-2)
|
(C)
10-21
|
Amendment
No. 1 dated as of September 1, 1987 to Facility Lease dated as
of March 16, 1997 between The First National Bank of Boston, as Owner
Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-49)
|
(C)
10-22
|
Amendment
No. 2 dated as of November 1, 1991, to Facility Lease dated as
of March 16, 1987, between The First National Bank of Boston, as
Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991
Form 10-K, Exhibit 10-50)
|
(C)
10-23
|
Amendment
No. 3 dated as of November 24, 1992 to Facility Lease dated as
March 16, 1987 as amended, between The First National Bank of Boston,
as Owner Trustee, with Perry One Alpha Limited partnership, as Owner
Participant and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-54)
|
(C)
10-24
|
Amendment
No. 4 dated as of January 12, 1993 to Facility Lease dated as of
March 16, 1987 as amended, between, The First National Bank of
Boston, as Owner Trustee, with Perry One Alpha Limited Partnership, as
Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-59)
|
(C)
10-25
|
Amendment
No. 5 dated as of October 12, 1994 to Facility Lease dated as of
March 16, 1987 as amended, between, The First National Bank of
Boston, as Owner Trustee, with Perry One Alpha Limited Partnership, as
Owner Participant, and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-60)
|
(C)
10-26
|
Letter
Agreement dated as of March 19, 1987 between Ohio Edison Company,
Lessee, and The First National Bank of Boston, Owner Trustee under a Trust
dated March 16, 1987 with Chase Manhattan Realty Leasing Corporation,
required by Section 3(d) of the Facility Lease. (1986 Form 10-K,
Exhibit 28-3)
|
(C)
10-27
|
Ground Lease
dated as of March 16, 1987 between Ohio Edison Company, Ground
Lessor, and The First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of March 16, 1987, with the Owner
Participant, Tenant. (1986 Form 10-K,
Exhibit 28-4)
|
(C)
10-28
|
Trust
Agreement dated as of March 16, 1987 between Perry One Alpha Limited
Partnership, as Owner Participant, and The First National Bank of Boston.
(1986 Form 10-K, Exhibit 28-5)
|
(C)
10-29
|
Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility Lease
dated as of March 16, 1987 between The First National Bank of Boston,
as Owner Trustee under a Trust Agreement dated as of March 16, 1987
with Perry One Alpha Limited Partnership, and Irving Trust Company, as
Indenture Trustee. (1986 Form 10-K,
Exhibit 28-6)
|
(C)
10-30
|
Supplemental
Indenture No. 1 dated as of September 1, 1987 to Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility Lease
dated as of March 16, 1987 between The First National Bank of Boston
as Owner Trustee and Irving Trust Company (now The Bank of New York), as
Indenture Trustee. (1991 Form 10-K,
Exhibit 10-55)
|
(C)
10-31
|
Supplemental
Indenture No. 2 dated as of November 1, 1991 to Trust Indenture,
Mortgage, Security Agreement and Assignment of Facility Lease dated as of
March 16, 1987 between The First National Bank of Boston, as Owner
Trustee and The Bank of New York, as Indenture Trustee. (1991
Form 10-K, Exhibit 10-56)
|
(C)
10-32
|
Tax
Indemnification Agreement dated as of March 16, 1987 between Perry
One, Inc. and PARock Limited Partnership as General Partners and Ohio
Edison Company, as Lessee. (1986 Form 10-K,
Exhibit 28-7)
|
(C)
10-33
|
Amendment
No. 1 dated as of November 1, 1991 to Tax Indemnification
Agreement dated as of March 16, 1987 between Perry One, Inc. and
PARock Limited Partnership and Ohio Edison Company. (1991 Form 10-K,
Exhibit 10-58)
|
(C)
10-34
|
Amendment
No. 2 dated as of January 12, 1993 to Tax Indemnification
Agreement dated as of March 16, 1987 between Perry One, Inc. and
PARock Limited Partnership and Ohio Edison Company. (1994 Form 10-K,
Exhibit 10-69)
|
(C)
10-35
|
Amendment
No. 3 dated as of October 12, 1994 to Tax Indemnification
Agreement dated as of March 16, 1987 between Perry One, Inc. and
PARock Limited Partnership and Ohio Edison Company. (1994 Form 10-K,
Exhibit 10-70)
|
(C)
10-36
|
Partial
Mortgage Release dated as of March 19, 1987 under the Indenture
between Ohio Edison Company and Bankers Trust Company, as Trustee, dated
as of the 1st day of August 1930. (1986 Form 10-K,
Exhibit 28-8)
|
(C)
10-37
|
Assignment,
Assumption and Further Agreement dated as of March 16, 1987 among The
First National Bank of Boston, as Owner Trustee under a Trust Agreement,
dated as of March 16, 1987, with Perry One Alpha Limited Partnership,
The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio
Edison Company, Pennsylvania Power Company and Toledo Edison Company.
(1986 Form 10-K, Exhibit 28-9)
|
(C)
10-38
|
Additional
Support Agreement dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Perry One Alpha Limited Partnership, and
Ohio Edison Company. (1986 Form 10-K,
Exhibit 28-10)
|
(C)
10-39
|
Bill of Sale,
Instrument of Transfer and Severance Agreement dated as of March 19,
1987 between Ohio Edison Company, Seller, and The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated as of
March 16, 1987, with Perry One Alpha Limited Partnership. (1986
Form 10-K, Exhibit 28-11)
|
(C)
10-40
|
Easement dated
as of March 16, 1987 from Ohio Edison Company, Grantor, to The First
National Bank of Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Perry One Alpha Limited Partnership,
Grantee. (1986 Form 10-K, Exhibit 28-12)
|
10-41
|
Participation
Agreement dated as of March 16, 1987 among Security Pacific Capital
Leasing Corporation, as Owner Participant, the Original Loan Participants
listed in Schedule 1 Hereto, as Original Loan Participants, PNPP
Funding Corporation, as Funding Corporation, The First National Bank of
Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and
Ohio Edison Company, as Lessee. (1986 Form 10-K,
Exhibit 28-13)
|
10-42
|
Amendment
No. 1 dated as of September 1, 1987 to Participation Agreement
dated as of March 16, 1987 among Security Pacific Capital Leasing
Corporation, as Owner Participant, The Original Loan Participants Listed
in Schedule 1 thereto, as Original Loan Participants, PNPP Funding
Corporation, as Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1991 Form 10-K,
Exhibit 10-65)
|
10-43
|
Amendment
No. 4 dated as of November 1, 1991, to Participation Agreement
dated as of March 16, 1987 among Security Pacific Capital Leasing
Corporation, as Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New Funding Corporation,
The First National Bank of Boston, as Owner Trustee, The Bank of New York,
as Indenture Trustee and Ohio Edison Company, as Lessee. (1991
Form 10-K, Exhibit 10-66)
|
10-44
|
Amendment
No. 5 dated as of November 24, 1992 to Participation Agreement
dated as of March 16, 1987 as amended among Security Pacific Capital
Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as New Funding
Corporation, The First National Bank of Boston, as Owner Trustee, The Bank
of New York, as Indenture Trustee and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-71)
|
10-45
|
Amendment
No. 6 dated as of January 12, 1993 to Participation Agreement
dated as of March 16, 1987 as amended among Security Pacific Capital
Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as New Funding
Corporation, The First National Bank of Boston, as Owner Trustee, The Bank
of New York, as Indenture Trustee and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-80)
|
10-46
|
Amendment
No. 7 dated as of October 12, 1994 to Participation Agreement
dated as of March 16, 1987 as amended among Security Pacific Capital
Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as New Funding
Corporation, The First National Bank of Boston, as Owner Trustee, The Bank
of New York, as Indenture Trustee and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-81)
|
10-47
|
Facility Lease
dated as of March 16, 1987 between The First National Bank of Boston,
as Owner Trustee, with Security Pacific Capital Leasing Corporation,
Lessor, and Ohio Edison Company, as Lessee. (1986 Form 10-K,
Exhibit 28-14)
|
10-48
|
Amendment
No. 1 dated as of September 1, 1987 to Facility Lease dated as
of March 16, 1987 between The First National Bank of Boston as Owner
Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-68)
|
10-49
|
Amendment
No. 2 dated as of November 1, 1991 to Facility Lease dated as of
March 16, 1987 between The First National Bank of Boston as Owner
Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-69)
|
10-50
|
Amendment
No. 3 dated as of November 24, 1992 to Facility Lease dated as
of March 16, 1987, as amended, between, The First National Bank of
Boston, as Owner Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-75)
|
10-51
|
Amendment
No. 4 dated as of January 12, 1993 to Facility Lease dated as of
March 16, 1987 as amended between, The First National Bank of Boston,
as Owner Trustee, with Security Pacific Capital Leasing Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-76)
|
10-52
|
Amendment
No. 5 dated as of October 12, 1994 to Facility Lease dated as of
March 16, 1987 as amended between, The First National Bank of Boston,
as Owner Trustee, with Security Pacific Capital Leasing Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-87)
|
10-53
|
Letter
Agreement dated as of March 19, 1987 between Ohio Edison Company, as
Lessee, and The First National Bank of Boston, as Owner Trustee under a
Trust, dated as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, required by Section 3(d) of the Facility Lease. (1986
Form 10-K, Exhibit 28-15)
|
10-54
|
Ground Lease
dated as of March 16, 1987 between Ohio Edison Company, Ground
Lessor, and The First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of March 16, 1987, with Perry One Alpha
Limited Partnership, Tenant. (1986 Form 10-K,
Exhibit 28-16)
|
10-55
|
Trust
Agreement dated as of March 16, 1987 between Security Pacific Capital
Leasing Corporation, as Owner Participant, and The First National Bank of
Boston. (1986 Form 10-K, Exhibit 28-17)
|
10-56
|
Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility Lease
dated as of March 16, 1987 between The First National Bank of Boston,
as Owner Trustee under a Trust Agreement, dated as of March 16, 1987,
with Security Pacific Capital Leasing Corporation, and Irving Trust
Company, as Indenture Trustee. (1986 Form 10-K,
Exhibit 28-18)
|
10-57
|
Supplemental
Indenture No. 1 dated as of September 1, 1987 to Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility Lease
dated as of March 16, 1987 between The First National Bank of Boston,
as Owner Trustee and Irving Trust Company (now The Bank of New York), as
Indenture Trustee. (1991 Form 10-K,
Exhibit 10-74)
|
10-58
|
Supplemental
Indenture No. 2 dated as of November 1, 1991 to Trust Indenture,
Mortgage, Security Agreement and Assignment of Facility Lease dated as of
March 16, 1987 between The First National Bank of Boston, as Owner
Trustee and The Bank of New York, as Indenture Trustee. (1991
Form 10-K, Exhibit 10-75)
|
10-59
|
Tax
Indemnification Agreement dated as of March 16, 1987 between Security
Pacific Capital Leasing Corporation, as Owner Participant, and Ohio Edison
Company, as Lessee. (1986 Form 10-K,
Exhibit 28-19)
|
10-60
|
Amendment
No. 1 dated as of November 1, 1991 to Tax Indemnification
Agreement dated as of March 16, 1987 between Security Pacific Capital
Leasing Corporation and Ohio Edison Company. (1991 Form 10-K,
Exhibit 10-77)
|
10-61
|
Amendment
No. 2 dated as of January 12, 1993 to Tax Indemnification
Agreement dated as of March 16, 1987 between Security Pacific Capital
Leasing Corporation and Ohio Edison Company. (1994 Form 10-K,
Exhibit 10-96)
|
10-62
|
Amendment
No. 3 dated as of October 12, 1994 to Tax Indemnification
Agreement dated as of March 16, 1987 between Security Pacific Capital
Leasing Corporation and Ohio Edison Company. (1994 Form 10-K,
Exhibit 10-97)
|
10-63
|
Assignment,
Assumption and Further Agreement dated as of March 16, 1987 among The
First National Bank of Boston, as Owner Trustee under a Trust Agreement,
dated as of March 16, 1987, with Security Pacific Capital Leasing
Corporation, The Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power Company and Toledo Edison
Company. (1986 Form 10-K, Exhibit 28-20)
|
10-64
|
Additional
Support Agreement dated as of March 16, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Security Pacific Capital Leasing
Corporation, and Ohio Edison Company. (1986 Form 10-K,
Exhibit 28-21)
|
10-65
|
Bill of Sale,
Instrument of Transfer and Severance Agreement dated as of March 19,
1987 between Ohio Edison Company, Seller, and The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated as of
March 16, 1987, with Security Pacific Capital Leasing Corporation,
Buyer. (1986 Form 10-K, Exhibit 28-22)
|
10-66
|
Easement dated
as of March 16, 1987 from Ohio Edison Company, Grantor, to The First
National Bank of Boston, as Owner Trustee under a Trust Agreement, dated
as of March 16, 1987, with Security Pacific Capital Leasing
Corporation, Grantee. (1986 Form 10-K,
Exhibit 28-23)
|
10-67
|
Refinancing
Agreement dated as of November 1, 1991 among Perry One Alpha Limited
Partnership, as Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New Funding Corporation,
The First National Bank of Boston, as Owner Trustee, The Bank of New York,
as Indenture Trustee, The Bank of New York, as Collateral Trust Trustee,
The Bank of New York, as New Collateral Trust Trustee and Ohio Edison
Company, as Lessee. (1991 Form 10-K,
Exhibit 10-82)
|
10-68
|
Refinancing
Agreement dated as of November 1, 1991 among Security Pacific Leasing
Corporation, as Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New Funding Corporation,
The First National Bank of Boston, as Owner Trustee, The Bank of New York,
as Indenture Trustee, The Bank of New York, as Collateral Trust Trustee,
The Bank of New York as New Collateral Trust Trustee and Ohio Edison
Company, as Lessee. (1991 Form 10-K,
Exhibit 10-83)
|
10-69
|
Ohio Edison
Company Master Decommissioning Trust Agreement for Perry Nuclear Power
Plant Unit One, Perry Nuclear Power Plant Unit Two, Beaver Valley Power
Station Unit One and Beaver Valley Power Station Unit Two dated
July 1, 1993. (1993 Form 10-K,
Exhibit 10-94)
|
(D)
10-70
|
Participation
Agreement dated as of September 15, 1987, among Beaver Valley Two Pi
Limited Partnership, as Owner Participant, the Original Loan Participants
listed in Schedule 1 Thereto, as Original Loan Participants, BVPS
Funding Corporation, as Funding Corporation, The First National Bank of
Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and
Ohio Edison Company as Lessee. (1987 Form 10-K,
Exhibit 28-1)
|
(D)
10-71
|
Amendment
No. 1 dated as of February 1, 1988, to Participation Agreement
dated as of September 15, 1987, among Beaver Valley Two Pi Limited
Partnership, as Owner Participant, the Original Loan Participants listed
in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding
Corporation, as Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1987 Form 10-K,
Exhibit 28-2)
|
(D)
10-72
|
Amendment
No. 3 dated as of March 16, 1988 to Participation Agreement
dated as of September 15, 1987, as amended, among Beaver Valley Two
Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation,
The First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-99)
|
(D)
10-73
|
Amendment
No. 4 dated as of November 5, 1992 to Participation Agreement
dated as of September 15, 1987, as amended, among Beaver Valley Two
Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation,
BVPS II Funding Corporation, The First National Bank of Boston, as
Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1992 Form 10-K,
Exhibit 10-100)
|
(D)
10-74
|
Amendment
No. 5 dated as of September 30, 1994 to Participation Agreement
dated as of September 15, 1987, as amended, among Beaver Valley Two
Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation,
BVPS II Funding Corporation, The First National Bank of Boston, as
Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1994 Form 10-K,
Exhibit 10-118)
|
(D)
10-75
|
Facility Lease
dated as of September 15, 1987, between The First National Bank of
Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership,
Lessor, and Ohio Edison Company, Lessee. (1987 Form 10-K,
Exhibit 28-3)
|
(D)
10-76
|
Amendment
No. 1 dated as of February 1, 1988, to Facility Lease dated as
of September 15, 1987, between The First National Bank of Boston, as
Owner Trustee, with Beaver Valley Two Pi Limited Partnership, Lessor, and
Ohio Edison Company, Lessee. (1987 Form 10-K,
Exhibit 28-4)
|
(D)
10-77
|
Amendment
No. 2 dated as of November 5, 1992, to Facility Lease dated as
of September 15, 1987, as amended, between The First National Bank of
Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership,
as Owner Participant, and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-103)
|
(D)
10-78
|
Amendment
No. 3 dated as of September 30, 1994 to Facility Lease dated as
of September 15, 1987, as amended, between The First National Bank of
Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership,
as Owner Participant, and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-122)
|
(D)
10-79
|
Ground Lease
and Easement Agreement dated as of September 15, 1987, between Ohio
Edison Company, Ground Lessor, and The First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of September 15,
1987, with Beaver Valley Two Pi Limited Partnership, Tenant. (1987
Form 10-K, Exhibit 28-5)
|
(D)
10-80
|
Trust
Agreement dated as of September 15, 1987, between Beaver Valley Two
Pi Limited Partnership, as Owner Participant, and The First National Bank
of Boston. (1987 Form 10-K, Exhibit 28-6)
|
(D)
10-81
|
Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility Lease
dated as of September 15, 1987, between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated as of
September 15, 1987, with Beaver Valley Two Pi Limited Partnership,
and Irving Trust Company, as Indenture Trustee. (1987 Form 10-K,
Exhibit 28-7)
|
(D)
10-82
|
Supplemental
Indenture No. 1 dated as of February 1, 1988 to Trust Indenture,
Mortgage, Security Agreement and Assignment of Facility Lease dated as of
September 15, 1987 between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement dated as of September 15, 1987
with Beaver Valley Two Pi Limited Partnership and Irving Trust Company, as
Indenture Trustee. (1987 Form 10-K,
Exhibit 28-8)
|
(D)
10-83
|
Tax
Indemnification Agreement dated as of September 15, 1987, between
Beaver Valley Two Pi Inc. and PARock Limited Partnership as General
Partners and Ohio Edison Company, as Lessee. (1987 Form 10-K,
Exhibit 28-9)
|
(D)
10-84
|
Amendment
No. 1 dated as of November 5, 1992 to Tax Indemnification
Agreement dated as of September 15, 1987, between Beaver Valley Two
Pi Inc. and PARock Limited Partnership as General Partners and Ohio Edison
Company, as Lessee. (1994 Form 10-K,
Exhibit 10-128)
|
(D)
10-85
|
Amendment
No. 2 dated as of September 30, 1994 to Tax Indemnification
Agreement dated as of September 15, 1987, between Beaver Valley Two
Pi Inc. and PARock Limited Partnership as General Partners and Ohio Edison
Company, as Lessee. (1994 Form 10-K,
Exhibit 10-129)
|
(D)
10-86
|
Tax
Indemnification Agreement dated as of September 15, 1987, between HG
Power Plant, Inc., as Limited Partner and Ohio Edison Company, as Lessee.
(1987 Form 10-K, Exhibit 28-10)
|
(D)
10-87
|
Amendment
No. 1 dated as of November 5, 1992 to Tax Indemnification
Agreement dated as of September 15, 1987, between HG Power Plant,
Inc., as Limited Partner and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-131)
|
(D)
10-88
|
Amendment
No. 2 dated as of September 30, 1994 to Tax Indemnification
Agreement dated as of September 15, 1987, between HG Power Plant,
Inc., as Limited Partner and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-132)
|
(D)
10-89
|
Assignment,
Assumption and Further Agreement dated as of September 15, 1987,
among The First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with Beaver Valley Two Pi
Limited Partnership, The Cleveland Electric Illuminating Company, Duquesne
Light Company, Ohio Edison Company, Pennsylvania Power Company and Toledo
Edison Company. (1987 Form 10-K,
Exhibit 28-11)
|
(D)
10-90
|
Additional
Support Agreement dated as of September 15, 1987, between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement, dated
as of September 15, 1987, with Beaver Valley Two Pi Limited
Partnership, and Ohio Edison Company. (1987 Form 10-K,
Exhibit 28-12)
|
(E)
10-91
|
Participation
Agreement dated as of September 15, 1987, among Chrysler Consortium
Corporation, as Owner Participant, the Original Loan Participants listed
in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding
Corporation as Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1987 Form 10-K,
Exhibit 28-13)
|
(E)
10-92
|
Amendment
No. 1 dated as of February 1, 1988, to Participation Agreement
dated as of September 15, 1987, among Chrysler Consortium
Corporation, as Owner Participant, the Original Loan Participants listed
in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding
Corporation, as Funding Corporation, The First National Bank of Boston, as
Owner Trustee, Irving Trust Company, as Indenture Trustee, and Ohio Edison
Company, as Lessee. (1987 Form 10-K,
Exhibit 28-14)
|
(E)
10-93
|
Amendment
No. 3 dated as of March 16, 1988 to Participation Agreement
dated as of September 15, 1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust Company, as
Indenture Trustee, and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-114)
|
(E)
10-94
|
Amendment
No. 4 dated as of November 5, 1992 to Participation Agreement
dated as of September 15, 1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II
Funding Corporation, The First National Bank of Boston, as Owner Trustee,
The Bank of New York, as Indenture Trustee and Ohio Edison Company, as
Lessee. (1992 Form 10-K, Exhibit 10-115)
|
(E)
10-95
|
Amendment
No. 5 dated as of January 12, 1993 to Participation Agreement
dated as of September 15, 1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II
Funding Corporation, The First National Bank of Boston, as Owner Trustee,
The Bank of New York, as Indenture Trustee and Ohio Edison Company, as
Lessee. (1994 Form 10-K, Exhibit 10-139)
|
(E)
10-96
|
Amendment
No. 6 dated as of September 30, 1994 to Participation Agreement
dated as of September 15, 1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II
Funding Corporation, The First National Bank of Boston, as Owner Trustee,
The Bank of New York, as Indenture Trustee and Ohio Edison Company, as
Lessee. (1994 Form 10-K, Exhibit 10-140)
|
(E)
10-97
|
Facility Lease
dated as of September 15, 1987, between The First National Bank of
Boston, as Owner Trustee, with Chrysler Consortium Corporation, Lessor,
and Ohio Edison Company, as Lessee. (1987 Form 10-K,
Exhibit 28-15)
|
(E)
10-98
|
Amendment
No. 1 dated as of February 1, 1988, to Facility Lease dated as
of September 15, 1987, between The First National Bank of Boston, as
Owner Trustee, with Chrysler Consortium Corporation, Lessor, and Ohio
Edison Company, Lessee. (1987 Form 10-K,
Exhibit 28-16)
|
(E)
10-99
|
Amendment
No. 2 dated as of November 5, 1992 to Facility Lease dated as of
September 15, 1987, as amended, between The First National Bank of
Boston, as Owner Trustee, with Chrysler Consortium Corporation, as Owner
Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-118)
|
(E)
10-100
|
Amendment
No. 3 dated as of January 12, 1993 to Facility Lease dated as of
September 15, 1987, as amended, between The First National Bank of
Boston, as Owner Trustee, with Chrysler Consortium Corporation, as Owner
Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-119)
|
(E)
10-101
|
Amendment
No. 4 dated as of September 30, 1994 to Facility Lease dated as
of September 15, 1987, as amended, between The First National Bank of
Boston, as Owner Trustee, with Chrysler Consortium Corporation, as Owner
Participant, and Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-145)
|
(E)
10-102
|
Ground Lease
and Easement Agreement dated as of September 15, 1987, between Ohio
Edison Company, Ground Lessor, and The First National Bank of Boston, as
Owner Trustee under a Trust Agreement, dated as of September 15,
1987, with Chrysler Consortium Corporation, Tenant. (1987 Form 10-K,
Exhibit 28-17)
|
(E)
10-103
|
Trust
Agreement dated as of September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and The First National Bank of Boston.
(1987 Form 10-K, Exhibit 28-18)
|
(E)
10-104
|
Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility Lease
dated as of September 15, 1987, between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Chrysler Consortium Corporation and Irving
Trust Company, as Indenture Trustee. (1987 Form 10-K,
Exhibit 28-19)
|
(E)
10-105
|
Supplemental
Indenture No. 1 dated as of February 1, 1988 to Trust Indenture,
Mortgage, Security Agreement and Assignment of Facility Lease dated as of
September 15, 1987 between The First National Bank of Boston, as
Owner Trustee under a Trust Agreement dated as of September 15, 1987
with Chrysler Consortium Corporation and Irving Trust Company, as
Indenture Trustee. (1987 Form 10-K,
Exhibit 28-20)
|
(E)
10-106
|
Tax
Indemnification Agreement dated as of September 15, 1987, between
Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison
Company, Lessee. (1987 Form 10-K, Exhibit 28-21)
|
(E)
10-107
|
Amendment
No. 1 dated as of November 5, 1992 to Tax Indemnification
Agreement dated as of September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-151)
|
(E)
10-108
|
Amendment
No. 2 dated as of January 12, 1993 to Tax Indemnification
Agreement dated as of September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-152)
|
(E)
10-109
|
Amendment
No. 3 dated as of September 30, 1994 to Tax Indemnification
Agreement dated as of September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-153)
|
(E)
10-110
|
Assignment,
Assumption and Further Agreement dated as of September 15, 1987,
among The First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with Chrysler Consortium
Corporation, The Cleveland Electric Illuminating Company, Duquesne Light
Company, Ohio Edison Company, Pennsylvania Power Company, and Toledo
Edison Company. (1987 Form 10-K,
Exhibit 28-22)
|
(E)
10-111
|
Additional
Support Agreement dated as of September 15, 1987, between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement, dated
as of September 15, 1987, with Chrysler Consortium Corporation, and
Ohio Edison Company. (1987 Form 10-K,
Exhibit 28-23)
|
10-112
|
Operating
Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as of
June 1, 1976, and executed on September 15, 1987, by and between
the CAPCO Companies. (1987 Form 10-K,
Exhibit 28-25)
|
10-113
|
OE Nuclear
Capital Contribution Agreement by and between Ohio Edison Company and
FirstEnergy Nuclear Generation Corp. (June 2005 Form 10-Q, Exhibit
10.1)
|
10-114
|
OE Fossil
Purchase and Sale Agreement by and between Ohio Edison Company (Seller)
and FirstEnergy Generation Corp. (Purchaser). (June 2005 Form 10-Q,
Exhibit 10.2)
|
10-115
|
OE Fossil
Security Agreement, dated October 24, 2005, by and between
FirstEnergy Generation Corp. and Ohio Edison Company. (Form S-4/A
filed August 20, 2007 by FirstEnergy Solutions Corp., Exhibit
10.18)
|
10-116
|
Consent Decree
dated March 18, 2005. (Form 8-K filed March 18, 2005 by FirstEnergy Corp.,
Exhibit 10.1)
|
10-117
|
Nuclear
Sale/Leaseback Power Supply Agreement dated as of October 14, 2005 between
Ohio Edison Company and The Toledo Edison Company (Sellers) and
FirstEnergy Nuclear Generation Corp. (Buyer). (2005 Form 10-K, Exhibit
10-64)
|
10-118
|
Power Supply
Agreement dated as of October 31, 2005 between FirstEnergy Solutions Corp.
(Seller) and the FirstEnergy Operating Companies – Ohio Edison Company,
The Cleveland Electric Illuminating Company and The Toledo Edison Company
(Buyers). (2005 Form 10-K, Exhibit
10-65)
|
10-119
|
Revised Power
Supply Agreement, dated December 8, 2006, among FirstEnergy Solutions
Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company
and The Toledo Edison Company. (Form S-4/A dated August 20, 2007, Exhibit
10.34)
|
(A)
12-3
|
Consolidated
ratios of earnings to fixed charges.
|
(A)
13-2
|
OE 2008 Annual
Report to Stockholders. (Only those portions expressly incorporated by
reference in this Form 10-K are to be deemed “filed” with the
SEC.)
|
(A)
23-2
|
Consent of
Independent Registered Public Accounting Firm.
|
(A)
31-1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
31-2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. §1350.
|
(A)
|
Provided
herein in electronic format as an exhibit.
|
(B)
|
Management
contract or compensatory plan contract or arrangement filed pursuant to
Item 601 of Regulation S-K.
|
(C)
|
Substantially
similar documents have been entered into relating to three additional
Owner Participants.
|
(D)
|
Substantially
similar documents have been entered into relating to five additional Owner
Participants.
|
(E)
|
Substantially
similar documents have been entered into relating to two additional Owner
Participants.
|
2-1
|
Agreement and
Plan of Merger between Ohio Edison Company and Centerior Energy dated as
of September 13, 1996. (Form S-4, Exhibit (2)-1,
File No. 333-21011)
|
2-2
|
Merger
Agreement by and among Centerior Acquisition Corp., FirstEnergy Corp and
Centerior Energy Corp. (Form S-4, Exhibit (2)-3,
File No. 333-21011)
|
10-1
|
CAPCO
Administration Agreement dated November 1, 1971, as of
September 14, 1967, among the CAPCO Group members regarding the
organization and procedures for implementing the objectives of the CAPCO
Group. (Amendment No. 1, Exhibit 5(p),
File No. 2-42230)
|
10-2
|
Amendment
No. 1, dated January 4, 1974, to CAPCO Administration Agreement
among the CAPCO Group members. (File No. 2-68906, Exhibit
5(c)(3) filed by Ohio Edison Company)
|
10-3
|
Agreement for
the Termination or Construction of Certain Agreement By and Among the
CAPCO Group members, dated December 23, 1993 and effective as of
September 1, 1980. (1993 Form 10-K, Exhibit 10b(4),
File Nos. 1-9130, 1-2323 and 1-3583)
|
10-4
|
Second Amendment to the
Bruce Mansfield Units 1, 2, and 3 Operating Agreement, dated as of
July 1, 2007, between FirstEnergy Generation Corp., The
Cleveland Electric Illuminating Company and The Toledo Edison Company.
(Form 8-K/A filed August 2, 2007 by FirstEnergy Corp., Exhibit
10-11)
|
10-5
|
Amendment
No. 6A dated as of December 1, 1991, to the Bond Guaranty dated
as of October 1, 1973, by The Cleveland Electric Illuminating
Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power
Company, The Toledo Edison Company to National City Bank, as Bond Trustee.
(1991 Form 10-K filed by Ohio Edison Company,
Exhibit 10-33)
|
10-6
|
Amendment
No. 6B dated as of December 30, 1991, to the Bond Guaranty dated
as of October 1, 1973 by The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company,
The Toledo Edison Company to National City Bank, as Bond Trustee. (1991
Form 10-K filed by Ohio Edison Company,
Exhibit 10-34)
|
10-7
|
Form of
Collateral Trust Indenture among CTC Beaver Valley Funding Corporation,
The Cleveland Electric Illuminating Company, The Toledo Edison Company and
Irving Trust Company, as Trustee. (File No. 33-18755,
Exhibit 4(a))
|
10-8
|
Form of
Supplemental Indenture to Collateral Trust Indenture constituting
Exhibit 10-10 above, including form of Secured Lease Obligation bond.
(File No. 33-18755, Exhibit 4(b))
|
10-9
|
Form of
Collateral Trust Indenture among Beaver Valley II Funding Corporation, The
Cleveland Electric Illuminating Company and The Toledo Edison Company and
The Bank of New York, as Trustee. (File No. 33-46665,
Exhibit (4)(a))
|
10-10
|
Form of
Supplemental Indenture to Collateral Trust Indenture constituting
Exhibit 10-12 above, including form of Secured Lease Obligation Bond.
(File No. 33-46665, Exhibit (4)(b))
|
10-11
|
Form of
Collateral Trust Indenture among CTC Mansfield Funding Corporation,
Cleveland Electric, Toledo Edison and IBJ Schroder Bank & Trust
Company, as Trustee. (File No. 33-20128,
Exhibit 4(a))
|
10-12
|
Form of
Supplemental Indenture to Collateral Trust Indenture constituting
Exhibit 10-14 above, including forms of Secured Lease Obligation
bonds. (File No. 33-20128, Exhibit 4(b))
|
10-13
|
Form of
Facility Lease dated as of September 15, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement dated as
of September 15, 1987 with the limited partnership Owner Participant
named therein, Lessor, and The Cleveland Electric Illuminating Company and
The Toledo Edison Company, Lessee. (File No. 33-18755,
Exhibit 4(c))
|
10-14
|
Form of
Amendment No. 1 to Facility Lease constituting Exhibit 10-16
above. (File No. 33-18755, Exhibit 4(e))
|
10-15
|
Form of
Facility Lease dated as of September 15, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement dated as
of September 15, 1987 with the corporate Owner Participant named
therein, Lessor, and The Cleveland Electric Illuminating Company and The
Toledo Edison Company, Lessees. (File No. 33-18755,
Exhibit 4(d))
|
10-16
|
Form of
Amendment No. 1 to Facility Lease constituting Exhibit 10-18
above. (File No. 33-18755, Exhibit 4(f))
|
10-17
|
Form of
Facility Lease dated as of September 30, 1987 between Meridian Trust
Company, as Owner Trustee under a Trust Agreement dated as of
September 30, 1987 with the Owner Participant named therein, Lessor,
and The Cleveland Electric Illuminating Company and The Toledo Edison
Company, Lessees. (File No. 33-20128,
Exhibit 4(c))
|
10-18
|
Form of
Amendment No. 1 to the Facility Lease constituting Exhibit 10-20
above. (File No. 33-20128, Exhibit 4(f))
|
10-19
|
Form of
Participation Agreement dated as of September 15, 1987 among the
limited partnership Owner Participant named therein, the Original Loan
Participants listed in Schedule 1 thereto, as Original Loan
Participants, CTC Beaver Valley Fund Corporation, as Funding Corporation,
The First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee, and The Cleveland Electric Illuminating Company and
The Toledo Edison Company, as Lessees. (File No. 33-18755,
Exhibit 28(a))
|
10-20
|
Form of
Amendment No. 1 to Participation Agreement constituting
Exhibit 10-22 above (File No. 33-18755,
Exhibit 28(c))
|
10-21
|
Form of
Participation Agreement dated as of September 15, 1987 among the
corporate Owner Participant named therein, the Original Loan Participants
listed in Schedule 1 thereto, as Owner Loan Participants, CTC Beaver
Valley Funding Corporation, as Funding Corporation, The First National
Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture
Trustee, and The Cleveland Electric Illuminating Company and The Toledo
Edison Company, as Lessees. (File No. 33-18755,
Exhibit 28(b))
|
10-22
|
Form of
Amendment No. 1 to Participation Agreement constituting
Exhibit 10-24 above (File No. 33-18755,
Exhibit 28(d))
|
10-23
|
Form of
Participation Agreement dated as of September 30, 1987 among the
Owner Participant named therein, the Original Loan Participants listed in
Schedule II thereto, as Owner Loan Participants, CTC Mansfield Funding
Corporation, Meridian Trust Company, as Owner Trustee, IBJ Schroder Bank
& Trust Company, as Indenture Trustee, and The Cleveland Electric
Illuminating Company and The Toledo Edison Company, as Lessees.
(File No. 33-0128, Exhibit 28(a))
|
10-24
|
Form of
Amendment No. 1 to the Participation Agreement constituting
Exhibit 10-26 above (File No. 33-20128,
Exhibit 28(b))
|
10-25
|
Form of Ground
Lease dated as of September 15, 1987 between Toledo Edison, Ground
Lessor, and The First National Bank of Boston, as Owner Trustee under a
Trust Agreement dated as of September 15, 1987 with the Owner
Participant named therein, Tenant. (File No. 33-18755,
Exhibit 28(e))
|
10-26
|
Form of Site
Lease dated as of September 30, 1987 between Toledo Edison, Lessor,
and Meridian Trust Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant named therein,
Tenant. (File No. 33-20128, Exhibit 28(c))
|
10-27
|
Form of Site
Lease dated as of September 30, 1987 between The Cleveland Electric
Illuminating Company, Lessor, and Meridian Trust Company, as Owner Trustee
under a Trust Agreement dated as of September 30, 1987 with the Owner
Participant named therein, Tenant. (File No. 33-20128,
Exhibit 28(d))
|
10-28
|
Form of
Amendment No. 1 to the Site Leases constituting Exhibits 10-29
and 10-30 above (File No. 33-20128,
Exhibit 4(f))
|
10-29
|
Form of
Assignment, Assumption and Further Agreement dated as of
September 15, 1987 among The First National Bank of Boston, as Owner
Trustee under a Trust Agreement dated as of September 15, 1987 with
the Owner Participant named therein, The Cleveland Electric Illuminating
Company, Duquesne, Ohio Edison Company, Pennsylvania Power Company and The
Toledo Edison Company. (File No. 33-18755,
Exhibit 28(f))
|
10-30
|
Form of
Additional Support Agreement dated as of September 15, 1987 between
The First National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with the Owner Participant
named therein and The Toledo Edison Company. (File No. 33-18755,
Exhibit 28(g))
|
10-31
|
Form of
Support Agreement dated as of September 30, 1987 between Meridian
Trust Company, as Owner Trustee under a Trust Agreement dated as of
September 30, 1987 with the Owner Participant named therein, The
Toledo Edison Company, The Cleveland Electric Illuminating Company,
Duquesne, Ohio Edison Company and Pennsylvania Power Company.
(File No. 33-20128, Exhibit 28(e))
|
10-32
|
Form of
Indenture, Bill of Sale, Instrument of Transfer and Severance Agreement
dated as of September 30, 1987 between The Toledo Edison Company,
Seller, and The First National Bank of Boston, as Owner Trustee under a
Trust Agreement dated as of September 15, 1987 with the Owner
Participant named therein, Buyer. (File No. 33-18755,
Exhibit 28(h))
|
10-33
|
Form of Bill
of Sale, Instrument of Transfer and Severance Agreement dated as of
September 30, 1987 between The Toledo Edison Company, Seller, and
Meridian Trust Company, as Owner Trustee under a Trust Agreement dated as
of September 30, 1987 with the Owner Participant named therein,
Buyer. (File No. 33-20128,
Exhibit 28(f))
|
10-34
|
Form of Bill
of Sale, Instrument of Transfer and Severance Agreement dated as of
September 30, 1987 between The Cleveland Electric Illuminating
Company, Seller, and Meridian Trust Company, as Owner Trustee under a
Trust Agreement dated as of September 30, 1987 with the Owner
Participant named therein, Buyer. (File No. 33-20128,
Exhibit 28(g))
|
10-35
|
Forms of
Refinancing Agreement, including exhibits thereto, among the Owner
Participant named therein, as Owner Participant, CTC Beaver Valley Funding
Corporation, as Funding Corporation, Beaver Valley II Funding Corporation,
as New Funding Corporation, The Bank of New York, as Indenture Trustee,
The Bank of New York, as New Collateral Trust Trustee, and The Cleveland
Electric Illuminating Company and The Toledo Edison Company, as Lessees.
(File No. 33-46665, Exhibit (28)(e)(i))
|
10-36
|
Form of
Amendment No. 2 to Facility Lease among Citicorp Lescaman, Inc., The
Cleveland Electric Illuminating Company and The Toledo Edison Company.
(Form S-4 filed March 10, 1998, Exhibit 10(a),
File No. 333-47651)
|
10-37
|
Form of
Amendment No. 3 to Facility Lease among Citicorp Lescaman, Inc., The
Cleveland Electric Illuminating Company and The Toledo Edison Company.
(Form S-4 filed March 10, 1998, Exhibit 10(b),
File No. 333-47651)
|
10-38
|
Form of
Amendment No. 2 to Facility Lease among US West Financial Services,
Inc., The Cleveland Electric Illuminating Company and The Toledo Edison
Company. (Form S-4 filed March 10, 1998, Exhibit 10(c),
File No. 333-47651)
|
10-39
|
Form of
Amendment No. 3 to Facility Lease among US West Financial Services,
Inc., The Cleveland Electric Illuminating Company and The Toledo Edison
Company. (Form S-4 filed March 10, 1998, Exhibit 10(d),
File No. 333-47651)
|
10-40
|
Form of
Amendment No. 2 to Facility Lease among Midwest Power Company, The
Cleveland Electric Illuminating Company and The Toledo Edison Company.
(Form S-4 filed March 10, 1998 by The Cleveland Electric Illuminating
Company, Exhibit 10(e),
File No. 333-47651)
|
10-41
|
Centerior
Energy Corporation Equity Compensation Plan. (Form S-8 filed May 26,
1995 by Centerior Energy Corporation, Exhibit 99,
File No. 33-59635)
|
10-42
|
Revised Power
Supply Agreement, dated December 8, 2006, among FirstEnergy Solutions
Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company
and The Toledo Edison Company. (Form S-4/A filed August 20, 2007 by
FirstEnergy Solutions Corp., Exhibit
10.34)
|
3-1
|
Amended and
Restated Articles of Incorporation of The Cleveland Electric Illuminating
Company, Effective December 21, 2007. (2007 Form 10-K, Exhibit
3.3)
|
3-2
|
Amended and
Restated Code of Regulations of The Cleveland Electric Illuminating
Company, dated December 14, 2007. (2007 Form 10-K, Exhibit
3.4)
|
(B)
4-1
|
Mortgage and
Deed of Trust between The Cleveland Electric Illuminating Company and
Guaranty Trust Company of New York (now The Chase Manhattan Bank (National
Association)), as Trustee, dated July 1, 1940.
(File No. 2-4450, Exhibit 7(a))
|
Supplemental
Indentures between The Cleveland Electric Illuminating Company and the
Trustee, supplemental to Exhibit 4-1, dated as
follows:
|
|
4-1(a)
|
July 1,
1940 (File No. 2-4450, Exhibit 7(b))
|
4-1(b)
|
August 18,
1944 (File No. 2-9887, Exhibit 4(c))
|
4-1(c)
|
December 1,
1947 (File No. 2-7306,
Exhibit 7(d))
|
4-1(d)
|
September 1,
1950 (File No. 2-8587, Exhibit 7(c))
|
4-1(e)
|
June 1,
1951 (File No. 2-8994, Exhibit 7(f))
|
4-1(f)
|
May 1,
1954 (File No. 2-10830, Exhibit 4(d))
|
4-1(g)
|
March 1,
1958 (File No. 2-13839, Exhibit 2(a)(4))
|
4-1(h)
|
April 1,
1959 (File No. 2-14753, Exhibit 2(a)(4))
|
4-1(i)
|
December 20,
1967 (File No. 2-30759, Exhibit 2(a)(4))
|
4-1(j)
|
January 15,
1969 (File No. 2-30759, Exhibit 2(a)(5))
|
4-1(k)
|
November 1,
1969 (File No. 2-35008, Exhibit 2(a)(4))
|
4-1(l)
|
June 1,
1970 (File No. 2-37235, Exhibit 2(a)(4))
|
4-1(m)
|
November 15,
1970 (File No. 2-38460, Exhibit 2(a)(4))
|
4-1(n)
|
May 1,
1974 (File No. 2-50537, Exhibit 2(a)(4))
|
4-1(o)
|
April 15,
1975 (File No. 2-52995, Exhibit 2(a)(4))
|
4-1(p)
|
April 16,
1975 (File No. 2-53309, Exhibit 2(a)(4))
|
4-1(q)
|
May 28,
1975 (Form 8-A filed June 5, 1975, Exhibit 2(c),
File No. 1-2323)
|
4-1(r)
|
February 1,
1976 (1975 Form 10-K, Exhibit 3(d)(6),
File No. 1-2323)
|
4-1(s)
|
November 23,
1976 (File No. 2-57375, Exhibit 2(a)(4))
|
4-1(t)
|
July 26,
1977 (File No. 2-59401, Exhibit 2(a)(4))
|
4-1(u)
|
September 7,
1977 (File No. 2-67221, Exhibit 2(a)(5))
|
4-1(v)
|
May 1,
1978 (June 1978 Form 10-Q, Exhibit 2(b), File No.
1-2323)
|
4-1(w)
|
September 1,
1979 (September 1979 Form 10-Q, Exhibit 2(a),
File No. 1-2323)
|
4-1(x)
|
April 1,
1980 (September 1980 Form 10-Q, Exhibit 4(a)(2),
File No. 1-2323)
|
4-1(y)
|
April 15,
1980 (September 1980 Form 10-Q, Exhibit 4(b),
File No. 1-2323)
|
4-1(z)
|
May 28,
1980 (Amendment No. 1, Exhibit 2(a)(4),
File No. 2-67221)
|
4-1(aa)
|
June 9,
1980 (September 1980 Form 10-Q, Exhibit 4(d),
File No. 1-2323)
|
4-1(bb)
|
December 1,
1980 (1980 Form 10-K, Exhibit 4(b)(29),
File No. 1-2323)
|
4-1(cc)
|
July 28,
1981 (September 1981 Form 10-Q, Exhibit 4(a),
File No. 1-2323)
|
4-1(dd)
|
August 1,
1981 (September 1981 Form 10-Q, Exhibit 4(b),
File No. 1-2323)
|
4-1(ee)
|
March 1,
1982 (Amendment No. 1, Exhibit 4(b)(3),
File No. 2-76029)
|
4-1(ff)
|
July 15,
1982 (September 1982 Form 10-Q, Exhibit 4(a), File No.
1-2323)
|
4-1(gg)
|
September 1,
1982 (September 1982 Form 10-Q, Exhibit 4(a)(1),
File No. 1-2323)
|
4-1(hh)
|
November 1,
1982 (September 1982 Form 10-Q, Exhibit (a)(2),
File No. 1-2323)
|
4-1(ii)
|
November 15,
1982 (1982 Form 10-K, Exhibit 4(b)(36),
File No. 1-2323)
|
4-1(jj)
|
May 24,
1983 (June 1983 Form 10-Q, Exhibit 4(a), File
No. 1-2323)
|
4-1(kk)
|
May 1,
1984 (June 1984 Form 10-Q, Exhibit 4,
File No. 1-2323)
|
4-1(ll)
|
May 23,
1984 (Form 8-K dated May 22, 1984, Exhibit 4,
File No. 1-2323)
|
4-1(mm)
|
June 27,
1984 (Form 8-K dated June 11, 1984, Exhibit 4,
File No. 1-2323)
|
4-1(nn)
|
September 4,
1984 (1984 Form 10-K, Exhibit 4b(41),
File No. 1-2323)
|
4-1(oo)
|
November 14,
1984 (1984 Form 10 K, Exhibit 4b(42),
File No. 1-2323)
|
4-1(pp)
|
November 15,
1984 (1984 Form 10-K, Exhibit 4b(43),
File No. 1-2323)
|
4-1(qq)
|
April 15,
1985 (Form 8-K dated May 8, 1985, Exhibit 4(a),
File No. 1-2323)
|
4-1(rr)
|
May 28,
1985 (Form 8-K dated May 8, 1985, Exhibit 4(b),
File No. 1-2323)
|
4-1(ss)
|
August 1,
1985 (September 1985 Form 10-Q, Exhibit 4,
File No. 1-2323)
|
4-1(tt)
|
September 1,
1985 (Form 8-K dated September 30, 1985, Exhibit 4,
File No. 1-2323)
|
4-1(uu)
|
November 1,
1985 (Form 8-K dated January 31, 1986, Exhibit 4,
File No. 1-2323)
|
4-1(vv)
|
April 15,
1986 (March 1986 Form 10-Q, Exhibit 4,
File No. 1-2323)
|
4-1(ww)
|
May 14,
1986 (June 1986 Form 10-Q, Exhibit 4(a),
File No. 1-2323)
|
4-1(xx)
|
May 15,
1986 (June 1986 Form 10-Q, Exhibit 4(b),
File No. 1-2323)
|
4-1(yy)
|
February 25,
1987 (1986 Form 10-K, Exhibit 4b(52),
File No. 1-2323)
|
4-1(zz)
|
October 15,
1987 (September 1987 Form 10-Q, Exhibit 4, File
No. 1-2323)
|
4-1(aaa)
|
February 24,
1988 (1987 Form 10-K, Exhibit 4b(54),
File No. 1-2323)
|
4-1(bbb)
|
September 15,
1988 (1988 Form 10-K, Exhibit 4b(55),
File No. 1-2323)
|
4-1(ccc)
|
May 15,
1989 (File No. 33-32724,
Exhibit 4(a)(2)(i))
|
4-1(ddd)
|
June 13,
1989 (File No. 33-32724,
Exhibit 4(a)(2)(ii))
|
4-1(eee)
|
October 15,
1989 (File No. 33-32724,
Exhibit 4(a)(2)(iii))
|
4-1(fff)
|
January 1,
1990 (1989 Form 10-K, Exhibit 4b(59),
File No. 1-2323)
|
4-1(ggg)
|
June 1,
1990 (September 1990 Form 10-Q, Exhibit 4(a),
File No. 1-2323)
|
4-1(hhh)
|
August 1,
1990 (September 1990 Form 10-Q, Exhibit 4(b),
File No. 1-2323)
|
4-1(iii)
|
May 1,
1991 (June 1991 Form 10-Q, Exhibit 4(a),
File No. 1-2323)
|
4-1(jjj)
|
May 1,
1992 (File No. 33-48845,
Exhibit 4(a)(3))
|
4-1(kkk)
|
July 31,
1992 (File No. 33-57292,
Exhibit 4(a)(3))
|
4-1(lll)
|
January 1,
1993 (1992 Form 10-K, Exhibit 4b(65),
File No. 1-2323)
|
4-1(mmm)
|
February 1,
1993 (1992 Form 10-K, Exhibit 4b(66),
File No. 1-2323)
|
4-1(nnn)
|
May 20,
1993 (Form 8-K dated July 14, 1993, Exhibit 4(a),
File No. 1-2323)
|
4-1(ooo)
|
June 1,
1993 (Form 8-K dated July 14, 1993, Exhibit 4(b),
File No. 1-2323)
|
4-1(ppp)
|
September 15,
1994 (September 1994 Form 10-Q, Exhibit 4(a),
File No. 1-2323)
|
4-1(qqq)
|
May 1,
1995 (September 1995 Form 10-Q, Exhibit 4(a),
File No. 1-2323)
|
4-1(rrr)
|
May 2,
1995 (September 1995 Form 10-Q, Exhibit 4(b),
File No. 1-2323)
|
4-1(sss)
|
June 1,
1995 (September 1995 Form 10-Q, Exhibit 4(c),
File No. 1-2323)
|
4-1(ttt)
|
July 15,
1995 (1995 Form 10-K, Exhibit 4b(73),
File No. 1-2323)
|
4-1(uuu)
|
August 1,
1995 (1995 Form 10-K, Exhibit 4b(74),
File No. 1-2323)
|
4-1(vvv)
|
June 15,
1997 (Form S-4, Exhibit 4(a),
File No. 333-35931)
|
4-1(www)
|
October 15,
1997 (Form S-4, Exhibit 4(a),
File No. 333-47651)
|
4-1(xxx)
|
June 1,
1998 (Form S-4, Exhibit 4b(77),
File No. 333-72891)
|
4-1(yyy)
|
October 1,
1998 (Form S-4, Exhibit 4b(78),
File No. 333-72891)
|
4-1(zzz)
|
October 1,
1998 (Form S-4, Exhibit 4b(79),
File No. 333-72891)
|
4-1(aaaa)
|
February 24,
1999 (Form S-4, Exhibit 4b(80),
File No. 333-72891)
|
4-1(bbbb)
|
September 29,
1999 (1999 Form 10-K, Exhibit 4b(81), File No. 1-2323)
|
4-1(cccc)
|
January 15,
2000 (1999 Form 10-K, Exhibit 4b(82), File No. 1-2323)
|
4-1(dddd)
|
May 15, 2002
(2002 Form 10-K, Exhibit 4b(83), File No. 1-2323)
|
4-1(eeee)
|
October 1,
2002 (2002 Form 10-K, Exhibit 4b(84), File No. 1-2323)
|
4-1(ffff)
|
Supplemental
Indenture dated as of September 1, 2004 (September 2004 Form 10-Q, Exhibit
4-1(85), File No. 1-2323)
|
4-1(gggg)
|
Supplemental
Indenture dated as of October 1, 2004 (September 2004 Form 10-Q, Exhibit
4-1(86), File No. 1-2323)
|
4-1(hhhh)
|
Supplemental
Indenture dated as of April 1, 2005 (June 2005 Form 10-Q, Exhibit 4.1,
File No. 1-2323)
|
4-1(iiii)
|
Supplemental
Indenture dated as of July 1, 2005 (June 2005 Form 10-Q, Exhibit 4.2, File
No. 1-2323)
|
4-1(jjjj)
|
Eighty-Ninth
Supplemental Indenture, dated as of November 1, 2008 (relating to First
Mortgage Bonds, 8.875% Series due 2018). (Form 8-K filed November 19,
2008, Exhibit 4.1)
|
4-2
|
Form of Note
Indenture between The Cleveland Electric Illuminating Company and The
Chase Manhattan Bank, as Trustee dated as of October 24, 1997.
(Form S-4 filed March 10, 1998, File No. 333-47651,
Exhibit 4(b))
|
4-2(a)
|
Form of
Supplemental Note Indenture between The Cleveland Electric Illuminating
Company and The Chase Manhattan Bank, as Trustee dated as of
October 24, 1997. (Form S-4 filed March 10, 1998, File
No. 333-47651, Exhibit 4(c))
|
4-3
|
Indenture
dated as of December 1, 2003 between The Cleveland Electric Illuminating
Company and JPMorgan Chase Bank, as Trustee. (2003 Form 10-K, Exhibit 4-1,
File No. 1-02323)
|
4-3(a)
|
Officer’s
Certificate (including the form of 5.95% Senior Notes due 2036), dated as
of December 11, 2006. (Form 8-K filed December 12, 2006, Exhibit
4)
|
4-3(b)
|
Officer’s
Certificate (including the form of 5.70% Senior Notes due 2017), dated as
of March 27, 2007. (Form 8-K filed March 28, 2007, Exhibit
4)
|
10-1
|
Administration
Agreement between the CAPCO Group dated as of September 14, 1967.
(Registration No. 2-43102, Exhibit 5(c)(2))
|
10-2
|
Amendment
No. 1 dated January 4, 1974 to Administration Agreement between
the CAPCO Group dated as of September 14, 1967. (Registration
No. 2-68906, Exhibit 5(c)(3))
|
10-3
|
CEI Nuclear
Purchase and Sale Agreement by and between The Cleveland Electric
Illuminating Company and FirstEnergy Nuclear Generation Corp. (June 2005
Form 10-Q, Exhibit 10.1)
|
10-4
|
CEI Fossil
Purchase and Sale Agreement by and between The Cleveland Electric
Illuminating Company (Seller) and FirstEnergy Generation Corp.
(Purchaser). (June 2005 Form 10-Q, Exhibit 10.2)
|
10-5
|
CEI Fossil Security
Agreement, dated October 24, 2005, by and between FirstEnergy
Generation Corp. and The Cleveland Electric Illuminating Company.
(Form S-4/A filed August 20, 2007 by FirstEnergy Solutions Corp., Exhibit
10.16)
|
10-6
|
CEI Nuclear
Security Agreement, dated December 16, 2005, by and between
FirstEnergy Nuclear Generation Corp. and The Cleveland Electric
Illuminating Company. (Form S-4/A filed August 20, 2007 by FirstEnergy
Solutions Corp., Exhibit 10.26)
|
10-7
|
Nuclear
Sale/Leaseback Power Supply Agreement dated as of October 14, 2005 between
Ohio Edison Company and The Toledo Edison Company (Sellers) and
FirstEnergy Nuclear Generation Corp. (Buyer). (2005 Form 10-K, Exhibit
10-64)
|
10-8
|
Power Supply
Agreement dated as of October 31, 2005 between FirstEnergy Solutions Corp.
(Seller) and the FirstEnergy Operating Companies – Ohio Edison Company,
The Cleveland Electric Illuminating Company and The Toledo Edison Company
(Buyers). (2005 Form 10-K, Exhibit 10-66)
|
10-9
|
Mansfield
Power Supply Agreement dated as of October 14, 2005 between The Cleveland
Electric Illuminating Company and The Toledo Edison Company (Sellers) and
FirstEnergy Generation Corp. (Buyer). (2005 Form 10-K, Exhibit
10-65)
|
(A)
12-4
|
Consolidated
ratios of earnings to fixed charges.
|
(A)
13-2
|
CEI 2008
Annual Report to Stockholders. (Only those portions expressly incorporated
by reference in this Form 10-K are to be deemed “filed” with the
SEC.)
|
(A)
23-3
|
Consent of
Independent Registered Public Accounting Firm
|
(A)
31-1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
31-2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. §1350.
|
(A)
|
Provided
herein in electronic format as an exhibit.
|
(B)
|
Pursuant to
paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, CEI has not
filed as an exhibit to this Form 10-K any instrument with respect to
long-term debt if the total amount of securities authorized thereunder
does not exceed 10% of the total assets of CEI, but hereby agrees to
furnish to the Commission on request any such
instruments.
|
3-1
|
Amended and
Restated Articles of Incorporation of The Toledo Edison Company, effective
December 18, 2007. (2007 Form 10-K, Exhibit 3c)
|
|
3-2
|
Amended and
Restated Code of Regulations of The Toledo Edison Company, dated
December 14, 2007. (2007 Form 10-K, Exhibit 3d)
|
|
(B)
4-1
|
Indenture,
dated as of April 1, 1947, between The Toledo Edison Company and The Chase
National Bank of the City of New York (now The Chase Manhattan Bank
(National Association)), as Trustee. (File No. 2-26908, Exhibit
2(b))
|
|
Supplemental
Indentures between The Toledo Edison Company and the Trustee, supplemental
to Exhibit 4-1, dated as follows:
|
||
4-1(a)
|
September 1,
1948 (File No. 2-26908, Exhibit 2(d))
|
|
4-1(b)
|
April 1,
1949 (File No. 2-26908, Exhibit 2(e))
|
|
4-1(c)
|
December 1,
1950 (File No. 2-26908, Exhibit 2(f))
|
|
4-1(d)
|
March 1,
1954 (File No. 2-26908, Exhibit 2(g))
|
|
4-1(e)
|
February 1,
1956 (File No. 2-26908, Exhibit 2(h))
|
|
4-1(f)
|
May 1,
1958 (File No. 2-59794, Exhibit 5(g))
|
|
4-1(g)
|
August 1,
1967 (File No. 2-26908, Exhibit 2(c))
|
|
4-1(h)
|
November 1,
1970 (File No. 2-38569, Exhibit 2(c))
|
|
4-1(i)
|
August 1,
1972 (File No. 2-44873, Exhibit 2(c))
|
|
4-1(j)
|
November 1,
1973 (File No. 2-49428, Exhibit 2(c))
|
|
4-1(k)
|
July 1,
1974 (File No. 2-51429,
Exhibit 2(c))
|
4-1(l)
|
October 1,
1975 (File No. 2-54627, Exhibit 2(c))
|
|
4-1(m)
|
June 1,
1976 (File No. 2-56396, Exhibit 2(c))
|
|
4-1(n)
|
October 1,
1978 (File No. 2-62568, Exhibit 2(c))
|
|
4-1(o)
|
September 1,
1979 (File No. 2-65350, Exhibit 2(c))
|
|
4-1(p)
|
September 1,
1980 (File No. 2-69190, Exhibit 4(s))
|
|
4-1(q)
|
October 1,
1980 (File No. 2-69190, Exhibit 4(c))
|
|
4-1(r)
|
April 1,
1981 (File No. 2-71580, Exhibit 4(c))
|
|
4-1(s)
|
November 1,
1981 (File No. 2-74485, Exhibit 4(c))
|
|
4-1(t)
|
June 1,
1982 (File No. 2-77763, Exhibit 4(c))
|
|
4-1(u)
|
September 1,
1982 (File No. 2-87323, Exhibit 4(x))
|
|
4-1(v)
|
April 1,
1983 (March 1983 Form 10-Q, Exhibit 4(c),
File No. 1-3583)
|
|
4-1(w)
|
December 1,
1983 (1983 Form 10-K, Exhibit 4(x),
File No. 1-3583)
|
|
4-1(x)
|
April 1,
1984 (File No. 2-90059, Exhibit 4(c))
|
|
4-1(y)
|
October 15,
1984 (1984 Form 10-K, Exhibit 4(z),
File No. 1-3583)
|
|
4-1(z)
|
October 15,
1984 (1984 Form 10-K, Exhibit 4(aa),
File No. 1-3583)
|
|
4-1(aa)
|
August 1,
1985 (File No. 33-1689, Exhibit 4(dd))
|
|
4-1(bb)
|
August 1,
1985 (File No. 33-1689, Exhibit 4(ee))
|
|
4-1(cc)
|
December 1,
1985 (File No. 33-1689, Exhibit 4(c))
|
|
4-1(dd)
|
March 1,
1986 (1986 Form 10-K, Exhibit 4b(31),
File No. 1-3583)
|
|
4-1(ee)
|
October 15,
1987 (September 30, 1987 Form 10-Q, Exhibit 4,
File No. 1-3583)
|
|
4-1(ff)
|
September 15,
1988 (1988 Form 10-K, Exhibit 4b(33),
File No. 1-3583)
|
|
4-1(gg)
|
June 15,
1989 (1989 Form 10-K, Exhibit 4b(34),
File No. 1-3583)
|
|
4-1(hh)
|
October 15,
1989 (1989 Form 10-K, Exhibit 4b(35),
File No. 1-3583)
|
|
4-1(ii)
|
May 15,
1990 (June 30, 1990 Form 10-Q, Exhibit 4,
File No. 1-3583)
|
|
4-1(jj)
|
March 1,
1991 (June 30, 1991 Form 10-Q, Exhibit 4(b),
File No. 1-3583)
|
|
4-1(kk)
|
May 1,
1992 (File No. 33-48844,
Exhibit 4(a)(3))
|
|
4-1(ll)
|
August 1,
1992 (1992 Form 10-K, Exhibit 4b(39),
File No. 1-3583)
|
|
4-1(mm)
|
October 1,
1992 (1992 Form 10-K, Exhibit 4b(40),
File No. 1-3583)
|
|
4-1(nn)
|
January 1,
1993 (1992 Form 10-K, Exhibit 4b(41),
File No. 1-3583)
|
|
4-1(oo)
|
September 15,
1994 (September 1994 Form 10-Q, Exhibit 4(b),
File No. 1-3583)
|
|
4-1(pp)
|
May 1,
1995 (September 1995 Form 10-Q, Exhibit 4(d),
File No. 1-3583)
|
|
4-1(qq)
|
June 1,
1995 (September 1995 Form 10-Q, Exhibit 4(e),
File No. 1-3583)
|
|
4-1(rr)
|
July 14,
1995 (September 1995 Form 10-Q, Exhibit 4(f),
File No. 1-3583)
|
|
4-1(ss)
|
July 15,
1995 (September 1995 Form 10-Q, Exhibit 4(g),
File No. 1-3583)
|
|
4-1(tt)
|
August 1,
1997 (1998 Form 10-K, Exhibit 4b(47),
File No. 1-3583)
|
|
4-1(uu)
|
June 1,
1998 (1998 Form 10-K, Exhibit 4b (48),
File No. 1-3583)
|
|
4-1(vv)
|
January 15,
2000 (1999 Form 10-K, Exhibit 4b(49), File
No. 1-3583)
|
|
4-1(ww)
|
May 1,
2000 (2000 Form 10-K, Exhibit 4b(50), File No. 1-3583)
|
|
4-1(xx)
|
September 1,
2000 (2002 Form 10-K, Exhibit 4b(51), File No. 1-3583)
|
|
4-1(yy)
|
October 1,
2002 (2002 Form 10-K, Exhibit 4b(52), File No. 1-3583)
|
|
4-1(zz)
|
April 1, 2003
(2003 Form 10-K, Exhibit 4b(53), File No. 1-3583)
|
|
4-1(aaa)
|
September 1,
2004 (September 2004 10-Q, Exhibit 4.2.56, File No.
1-3583)
|
|
4-1(bbb)
|
April 1, 2005
(June 2005 10-Q, Exhibit 4.1, File No. 1-3583)
|
|
|
||
4-2
|
Indenture
dated as of November 1, 2006, between The Toledo Edison Company and The
Bank of New York Trust Company, N.A. (2006 Form 10-K, Exhibit
4-2)
|
|
4-2(a)
|
Officer’s
Certificate (including the form of 6.15% Senior Notes due 2037), dated
November 16, 2006. (Form 8-K filed November 16, 2006, Exhibit
4)
|
|
10-1
|
TE Nuclear
Purchase and Sale Agreement by and between The Toledo Edison Company
(Seller) and FirstEnergy Nuclear Generation Corp. (Purchaser). (June 2005
Form 10-Q, Exhibit 10.1)
|
|
10-2
|
TE Fossil
Purchase and Sale Agreement by and between The Toledo Edison Company
(Seller) and FirstEnergy Generation Corp. (Purchaser). (June 2005 Form
10-Q, Exhibit 10.2)
|
|
10-3
|
TE Fossil
Security Agreement, dated October 24, 2005, by and between
FirstEnergy Generation Corp. and The Toledo Edison Company. (Form
S-4/A filed August 20, 2007 by FirstEnergy Solutions Corp., Exhibit
10.24)
|
|
10-4
|
Nuclear
Sale/Leaseback Power Supply Agreement dated as of October 14, 2005 between
Ohio Edison Company and The Toledo Edison Company (Sellers) and
FirstEnergy Nuclear Generation Corp. (Buyer). (2005 Form 10-K, Exhibit
10-64)
|
10-5
|
Power Supply
Agreement dated as of October 31, 2005 between FirstEnergy Solutions Corp.
(Seller) and the FirstEnergy Operating Companies – Ohio Edison Company,
The Cleveland Electric Illuminating Company and The Toledo Edison Company
(Buyers). (2005 Form 10-K, Exhibit 10-6)
|
10-6
|
Mansfield
Power Supply Agreement dated as of October 14, 2005 between The Cleveland
Electric Illuminating Company and The Toledo Edison Company (Sellers) and
FirstEnergy Generation Corp. (Buyer). (2005 Form 10-K, Exhibit
10-65)
|
(A)
12-5
|
Consolidated
ratios of earnings to fixed charges.
|
(A)
13-2
|
TE 2008 Annual
Report to Stockholders. (Only those portions expressly incorporated by
reference in this Form 10-K are to be deemed “filed” with the
SEC.)
|
(A)
23-4
|
Consent of
Independent Registered Public Accounting Firm
|
(A)
31-1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
31-2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. §1350.
|
(A)
|
Provided
herein in electronic format as an exhibit.
|
(B)
|
Pursuant to
paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, TE has not filed
as an exhibit to this Form 10-K any instrument with respect to
long-term debt if the total amount of securities authorized thereunder
does not exceed 10% of the total assets of TE, but hereby agrees to
furnish to the Commission on request any such
instruments.
|
3-1
|
Amended and
Restated Certificate of Incorporation of Jersey Central Power & Light
Company, filed February 14, 2008. (2007 Form 10-K, Exhibit
3-D)
|
3-2
|
Amended and
Restated Bylaws of Jersey Central Power & Light Company, dated
January 9, 2008. (2007 Form 10-K, Exhibit 3-E)
|
4-1
|
Senior Note
Indenture, dated as of July 1, 1999, between Jersey Central Power &
Light Company and The Bank of New York Mellon Trust Company, N.A., as
successor trustee to United States Trust Company of New York.
(Registration No. 333-78717, Exhibit 4-A)
|
4-1(a)
|
First
Supplemental Indenture, dated October 31, 2007, between Jersey Central
Power & Light Company, The Bank of New York, as resigning trustee, and
The Bank of New York Trust Company, N.A., as successor trustee.
(Registration No. 333-146968, Exhibit 4-2)
|
4-1(b)
|
Form of Jersey
Central Power & Light Company 6.40% Senior Note due 2036. (Form 8-K
filed May 12, 2006, Exhibit 10-1)
|
4-1(c)
|
Form of 7.35%
Senior Notes due 2019. (Form 8-K filed January 27, 2009, Exhibit
4.1)
|
10-1
|
Indenture
dated as of August 10, 2006 between JCP&L Transition Funding II LLC as
Issuer and The Bank of New York as Trustee. (Form 8-K filed August 10,
2006, Exhibit 4-1)
|
10-2
|
2006-A Series
Supplement dated as of August 10, 2006 between JCP&L Transition
Funding II LLC as Issuer and The Bank of New York as Trustee. (Form 8-K
filed August 10, 2006, Exhibit
4-2)
|
10-3
|
Bondable
Transition Property Sale Agreement dated as of August 10, 2006 between
JCP&L Transition Funding II LLC as Issuer and Jersey Central Power
& Light Company as Seller. (Form 8-K filed August 10, 2006, Exhibit
10-1)
|
10-4
|
Bondable
Transition Property Service Agreement dated as of August 10, 2006 between
JCP&L Transition Funding II LLC as Issuer and Jersey Central Power
& Light Company as Servicer. (Form 8-K filed August 10, 2006, Exhibit
10-2)
|
10-5
|
Administration
Agreement dated as of August 10, 2006 between JCP&L Transition Funding
II LLC as Issuer and FirstEnergy Service Company as Administrator. (Form
8-K filed August 10, 2006, Exhibit 10-3)
|
(A)
12-6
|
Consolidated
ratios of earnings to fixed charges.
|
(A)
13-2
|
JCP&L 2008
Annual Report to Stockholders. (Only those portions expressly incorporated
by reference in this Form 10-K are to be deemed “filed” with
SEC.)
|
(A)
23-5
|
Consent of
Independent Registered Public Accounting Firm
|
(A)
31-1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
31-2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. §1350.
|
(A)
|
Provided
herein electronic format as an
exhibit.
|
3-1
|
Amended and
Restated Articles of Incorporation of Metropolitan Edison Company,
effective December 19, 2007. (2007 Form 10-K, Exhibit
3.9)
|
3-2
|
Amended and
Restated Bylaws of Metropolitan Edison Company, dated December 14,
2007. (2007 Form 10-K, Exhibit 3.10)
|
4-1
|
Indenture of
Metropolitan Edison Company, dated November 1, 1944, between Metropolitan
Edison Company and United States Trust Company of New York, Successor
Trustee, as amended and supplemented by fourteen supplemental indentures
dated February 1, 1947 through May 1, 1960. (Metropolitan Edison Company’s
Instruments of Indebtedness Nos. 1 to 14 inclusive, and 16, filed as part
of Amendment No. 1 to 1959 Annual Report of GPU on Form U5S, File Nos.
30-126 and 1-3292)
|
4-1(a)
|
Supplemental
Indenture of Metropolitan Edison Company, dated December 1,
1962. (Registration No. 2-59678, Exhibit
2-E(1))
|
4-1(b)
|
Supplemental
Indenture of Metropolitan Edison Company, dated March 20, 1964.
(Registration No. 2-59678, Exhibit 2-E(2))
|
4-1(c)
|
Supplemental
Indenture of Metropolitan Edison Company, dated July 1, 1965.
(Registration No. 2-59678, Exhibit 2-E(3))
|
4-1(d)
|
Supplemental
Indenture of Metropolitan Edison Company, dated June 1, 1966.
(Registration No. 2-24883, Exhibit 2-B-4))
|
4-1(e)
|
Supplemental
Indenture of Metropolitan Edison Company, dated March 22, 1968.
(Registration No. 2-29644, Exhibit 4-C-5)
|
4-1(f)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 1, 1968.
(Registration No. 2-59678, Exhibit 2-E(6))
|
4-1(g)
|
Supplemental
Indenture of Metropolitan Edison Company, dated August 1, 1969.
(Registration No. 2-59678, Exhibit 2-E(7))
|
4-1(h)
|
Supplemental
Indenture of Metropolitan Edison Company, dated November 1, 1971.
(Registration No. 2-59678, Exhibit 2-E(8))
|
4-1(i)
|
Supplemental
Indenture of Metropolitan Edison Company, dated May 1, 1972. (Registration
No. 2-59678, Exhibit 2-E(9))
|
4-1(j)
|
Supplemental
Indenture of Metropolitan Edison Company, dated December 1, 1973.
(Registration No. 2-59678, Exhibit
2-E(10))
|
4-1(k)
|
Supplemental
Indenture of Metropolitan Edison Company, dated October 30, 1974.
(Registration No. 2-59678, Exhibit 2-E(11))
|
4-1(l)
|
Supplemental
Indenture of Metropolitan Edison Company, dated October 31, 1974.
(Registration No. 2-59678, Exhibit 2-E(12))
|
4-1(m)
|
Supplemental
Indenture of Metropolitan Edison Company, dated March 20, 1975.
(Registration No. 2-59678, Exhibit 2-E(13))
|
4-1(n)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 25, 1975.
(Registration No. 2-59678, Exhibit 2-E(15))
|
4-1(o)
|
Supplemental
Indenture of Metropolitan Edison Company, dated January 12, 1976.
(Registration No. 2-59678, Exhibit 2-E(16))
|
4-1(p)
|
Supplemental
Indenture of Metropolitan Edison Company, dated March 1, 1976.
(Registration No. 2-59678, Exhibit 2-E(17))
|
4-1(q)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 28, 1977.
(Registration No. 2-62212, Exhibit 2-E(18))
|
4-1(r)
|
Supplemental
Indenture of Metropolitan Edison Company, dated January 1, 1978.
(Registration No. 2-62212, Exhibit 2-E(19))
|
4-1(s)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 1, 1978.
(Registration No. 33-48937, Exhibit 4-A(19))
|
4-1(t)
|
Supplemental
Indenture of Metropolitan Edison Company, dated June 1, 1979.
(Registration No. 33-48937, Exhibit 4-A(20))
|
4-1(u)
|
Supplemental
Indenture of Metropolitan Edison Company, dated January 1, 1980.
(Registration No. 33-48937, Exhibit 4-A(21))
|
4-1(v)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 1, 1981.
(Registration No. 33-48937, Exhibit 4-A(22))
|
4-1(w)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 10, 1981.
(Registration No. 33-48937, Exhibit 4-A(23))
|
4-1(x)
|
Supplemental
Indenture of Metropolitan Edison Company, dated December 1, 1982.
(Registration No. 33-48937, Exhibit 4-A(24))
|
4-1(y)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 1, 1983.
(Registration No. 33-48937, Exhibit 4-A(25))
|
4-1(z)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 1, 1984.
(Registration No. 33-48937, Exhibit 4-A(26))
|
4-1(aa)
|
Supplemental
Indenture of Metropolitan Edison Company, dated March 1, 1985.
(Registration No. 33-48937, Exhibit 4-A(27))
|
4-1(bb)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 1,
1985. (Registration No. 33-48937, Exhibit
4-A(28))
|
4-1(cc)
|
Supplemental
Indenture of Metropolitan Edison Company, dated June 1, 1988.
(Registration No. 33-48937, Exhibit 4-A(29))
|
4-1(dd)
|
Supplemental
Indenture of Metropolitan Edison Company, dated April 1, 1990.
(Registration No. 33-48937, Exhibit 4-A(30))
|
4-1(ee)
|
Amendment
dated May 22, 1990 to Supplemental Indenture of Metropolitan Edison
Company, dated April 1, 1990. (Registration No. 33-48937, Exhibit
4-A(31))
|
4-1(ff)
|
Supplemental
Indenture of Metropolitan Edison Company, dated September 1,
1992. (Registration No. 33-48937, Exhibit
4-A(32)(a))
|
4-1(gg)
|
Supplemental
Indenture of Metropolitan Edison Company, dated December 1, 1993. (1993
Annual Report of GPU on Form U5S, Exhibit C-58, File No.
30-126)
|
4-1(hh)
|
Supplemental
Indenture of Metropolitan Edison Company, dated July 15, 1995. (1995 Form
10-K, Exhibit 4-B-35, File No. 1-446)
|
4-1(ii)
|
Supplemental
Indenture of Metropolitan Edison Company, dated August 15, 1996. (1996
Form 10-K, Exhibit 4-B-35, File No. 1-446)
|
4-1(jj)
|
Supplemental
Indenture of Metropolitan Edison Company, dated May 1, 1997. (1997 Form
10-K, Exhibit 4-B-36, File No. 1-446)
|
4-1(kk)
|
Supplemental
Indenture of Metropolitan Edison Company, dated July 1, 1999. (1999 Form
10-K, Exhibit 4-B-38, File No. 1-446)
|
4-1(ll)
|
Supplemental
Indenture of Metropolitan Edison Company, dated May 1, 2001. (2001 Form
10-K, Exhibit 4-5, File No. 1-446)
|
4-1(mm)
|
Supplemental
Indenture of Metropolitan Edison Company, dated March 1, 2003. (2003 Form
10-K, Exhibit 4-10, File No. 1-446)
|
|
|
4-2
|
Senior Note
Indenture between Metropolitan Edison Company and United States Trust
Company of New York, dated July 1, 1999. (1999 Annual Report of GPU on
Form U5S, Exhibit C-154, File No.
30-126)
|
4-2(a)
|
Form of
Metropolitan Edison Company 7.70% Senior Notes due 2019. (Form 8-K filed
January 21, 2009, Exhibit 4.1)
|
(A)
12-7
|
Consolidated
ratios of earnings to fixed charges.
|
(A)
13-2
|
Met-Ed 2008
Annual Report to Stockholders (Only those portions expressly incorporated
by reference in this Form 10-K are to be deemed “filed” with
SEC.)
|
(A)
23-6
|
Consent of
Independent Registered Public Accounting Firm
|
(A)
31-1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
31-2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. §1350.
|
(A)
|
Provided
herein electronic format as an exhibit.
|
3-1
|
Amended and
Restated Articles of Incorporation of Pennsylvania Electric Company,
effective December 19, 2007. (2007 Form 10-K, Exhibit
3.11)
|
3-2
|
Amended and
Restated Bylaws of Pennsylvania Electric Company, dated December 14,
2007. (2007 Form 10-K, Exhibit 3.12)
|
4-1
|
Mortgage and
Deed of Trust of Pennsylvania Electric Company, dated
January 1, 1942, between Pennsylvania Electric Company and
United States Trust Company of New York, Successor Trustee, and indentures
supplemental thereto dated March 7, 1942 through May 1, 1960 –
(Pennsylvania Electric Company’s Instruments of Indebtedness Nos. 1-20,
inclusive, filed as a part of Amendment No. 1 to 1959 Annual Report of GPU
on Form U5S, File Nos. 30-126 and 1-3292)
|
4-1(a)
|
Supplemental
Indentures to Mortgage and Deed of Trust of Pennsylvania Electric Company,
dated May 1, 1961 through December 1, 1977. (Registration No. 2-61502,
Exhibit 2-D(1) to 2-D(19))
|
4-1(b)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated June 1, 1978.
(Registration No. 33-49669, Exhibit 4-A(2))
|
4-1(c)
|
Supplemental
Indenture of Pennsylvania Electric Company dated June 1, 1979.
(Registration No. 33-49669, Exhibit 4-A(3))
|
4-1(d)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated September 1, 1984.
(Registration No. 33-49669, Exhibit 4-A(4))
|
4-1(e)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated December 1, 1985.
(Registration No. 33-49669, Exhibit 4-A(5))
|
4-1(f)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated December 1, 1986.
(Registration No. 33-49669, Exhibit 4-A(6))
|
4-1(g)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated May 1, 1989.
(Registration No. 33-49669, Exhibit 4-A(7))
|
4-1(h)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated December 1, 1990.
(Registration No. 33-45312, Exhibit 4-A(8))
|
4-1(i)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated March 1, 1992.
(Registration No. 33-45312, Exhibit 4-A(9))
|
4-1(j)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated June 1, 1993. (1993
Annual Report of GPU on Form U5S, Exhibit C-73, File No.
30-126)
|
4-1(k)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated November 1, 1995. (1995
Form 10-K, Exhibit 4-C-11, File No. 1-3522)
|
4-1(l)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated August 15, 1996. (1996
Form 10-K, Exhibit 4-C-12, File No. 1-3522)
|
4-1(m)
|
Supplemental
Indenture of Pennsylvania Electric Company, dated May 1, 2001.
(2001 Form 10-K, Exhibit
4-C-16)
|
4-2
|
Senior Note
Indenture between Pennsylvania Electric Company and United States Trust
Company of New York, dated April 1, 1999. (1999 Form 10-K, Exhibit 4-C-13,
File No. 1-3522)
|
4-2(a)
|
Form of
Pennsylvania Electric Company 6.05% Senior Notes due 2017. (Form 8-K filed
August 31, 2007, Exhibit 4.1)
|
(A)
12-8
|
Consolidated
ratios of earnings to fixed charges.
|
(A)
13-2
|
Penelec 2008
Annual Report to Stockholders. (Only those portions expressly incorporated
by reference in this Form 10-K are to be deemed “filed” with
SEC)
|
(A)
23-7
|
Consent of
Independent Registered Public Accounting Firm.
|
(A)
31-1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
31-2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-15(e)/15d-15(e).
|
(A)
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. §1350.
|
(A)
|
Provided here
in electronic format as an
exhibit.
|
10-1
|
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”). (March 2006 Form 10-Q filed by
Metropolitan Edison Company, Exhibit 10-5)
|
10-2
|
Third Restated
Partial Requirements Agreement, among Metropolitan Edison Company,
Pennsylvania Electric Company, a Pennsylvania corporation, The Waverly
Electric Power and Light Company and FirstEnergy Solutions Corp., dated
November 1, 2008. (September 2008 Form 10-Q filed by Metropolitan Edison
Company, Exhibit 10-2)
|
10-1
|
$2,750,000,000
Credit Agreement dated as of August 24, 2006 among FirstEnergy Corp.,
FirstEnergy Solutions Corp., American Transmission Systems, Inc., 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, as Borrowers, the banks party thereto, the fronting banks party
thereto and the swing line lenders party thereto. (Form 8-K filed August
24, 2006, Exhibit 10-1)
|
10-2
|
Consent and
Amendment to $2,750,000,000 Credit Agreement dated November 2, 2007.
(2007 Form 10-K, Exhibit 10-2)
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
FIRSTENERGY
CORP.
|
||||||||||||||||||||
CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
||||||||||||||||||||
Additions
|
||||||||||||||||||||
Charged
|
||||||||||||||||||||
Beginning
|
Charged
|
to Other
|
Ending
|
|||||||||||||||||
Description
|
Balance
|
to Income
|
Accounts
|
Deductions
|
Balance
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year Ended December 31,
2008:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 35,567 | $ | 48,297 | $ | 31,308 | (a) | $ | 87,325 | (b) | $ | 27,847 | ||||||||
–
other
|
$ | 21,924 | $ | 11,339 | $ | 3,189 | (a) | $ | 27,285 | (b) | $ | 9,167 | ||||||||
Loss
carryforward
|
||||||||||||||||||||
tax valuation
reserve
|
$ | 30,616 | $ | 1,435 | $ | (4,757 | ) | $ | - | $ | 27,294 | |||||||||
Year Ended December 31,
2007:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 43,214 | $ | 53,522 | $ | 50,165 | (a) | $ | 111,334 | (b) | $ | 35,567 | ||||||||
–
other
|
$ | 23,964 | $ | 4,933 | $ | 406 | (a) | $ | 7,379 | (b) | $ | 21,924 | ||||||||
Loss
carryforward
|
||||||||||||||||||||
tax valuation
reserve
|
$ | 415,531 | $ | 8,819 | $ | (393,734 | ) | $ | - | $ | 30,616 | |||||||||
Year Ended December 31,
2006:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 37,733 | $ | 60,461 | $ | 34,259 | (a) | $ | 89,239 | (b) | $ | 43,214 | ||||||||
–
other
|
$ | 26,566 | $ | 3,956 | $ | 2,554 | (a) | $ | 9,112 | (b) | $ | 23,964 | ||||||||
Loss
carryforward
|
||||||||||||||||||||
tax
valuation reserve
|
$ | 402,142 | $ | - | $ | 13,389 | $ | - | $ | 415,531 | ||||||||||
(a) Represents
recoveries and reinstatements of accounts previously written
off.
|
||||||||||||||||||||
(b) Represents
the write-off of accounts considered to be uncollectible.
|
FIRSTENERGY
SOLUTIONS CORP.
|
||||||||||||||||||||
CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
||||||||||||||||||||
Additions
|
||||||||||||||||||||
Charged
|
||||||||||||||||||||
Beginning
|
Charged
|
to Other
|
Ending
|
|||||||||||||||||
Description
|
Balance
|
to Income
|
Accounts
|
Deductions
|
Balance
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year Ended December 31,
2008:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 8,072 | $ | (2,174 | ) | $ | 110 | (a) | $ | 109 | (b) | $ | 5,899 | |||||||
–
other
|
$ | 9 | $ | 4,374 | $ | 2,541 | (a) | $ | 109 | (b) | $ | 6,815 | ||||||||
Year Ended December 31,
2007:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 7,938 | $ | 94 | $ | 532 | (a) | $ | 492 | (b) | $ | 8,072 | ||||||||
–
other
|
$ | 5,593 | $ | 9 | $ | - | (a) | $ | 5,593 | (b) | $ | 9 | ||||||||
Year Ended December 31,
2006:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 11,531 | $ | 2,244 | $ | 789 | (a) | $ | 6,626 | (b) | $ | 7,938 | ||||||||
–
other
|
$ | 5,599 | $ | 15 | $ | 7 | (a) | $ | 28 | (b) | $ | 5,593 | ||||||||
(a) Represents
recoveries and reinstatements of accounts previously written
off.
|
||||||||||||||||||||
(b) Represents
the write-off of accounts considered to be uncollectible.
|
OHIO
EDISON COMPANY
|
||||||||||||||||||||
CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
||||||||||||||||||||
Additions
|
||||||||||||||||||||
Charged
|
||||||||||||||||||||
Beginning
|
Charged
|
to Other
|
Ending
|
|||||||||||||||||
Description
|
Balance
|
to Income
|
Accounts
|
Deductions
|
Balance
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year Ended December 31,
2008:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible
accounts – customers
|
$ | 8,032 | $ | 12,179 | $ | 10,027 | (a) | $ | 24,173 | (b) | $ | 6,065 | ||||||||
–
other
|
$ | 5,639 | $ | 16,618 | $ | 394 | (a) | $ | 22,644 | (b) | $ | 7 | ||||||||
Year Ended December 31,
2007:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 15,033 | $ | 10,513 | $ | 30,234 | (a) | $ | 47,748 | (b) | $ | 8,032 | ||||||||
–
other
|
$ | 1,985 | $ | 4,117 | $ | (240 | ) (a) | $ | 223 | (b) | $ | 5,639 | ||||||||
Year Ended December 31,
2006:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 7,619 | $ | 22,466 | $ | 11,817 | (a) | $ | 26,869 | (b) | $ | 15,033 | ||||||||
–
other
|
$ | 4 | $ | 2,218 | $ | 473 | (a) | $ | 710 | (b) | $ | 1,985 | ||||||||
(a) Represents
recoveries and reinstatements of accounts previously written
off.
|
||||||||||||||||||||
(b) Represents
the write-off of accounts considered to be uncollectible.
|
THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY
|
||||||||||||||||||||
CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
||||||||||||||||||||
Additions
|
||||||||||||||||||||
Charged
|
||||||||||||||||||||
Beginning
|
Charged
|
to Other
|
Ending
|
|||||||||||||||||
Description
|
Balance
|
to Income
|
Accounts
|
Deductions
|
Balance
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year Ended December 31,
2008:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 7,540 | $ | 11,323 | $ | 9,179 | (a) | $ | 22,126 | (b) | $ | 5,916 | ||||||||
–
other
|
$ | 433 | $ | (183 | ) | $ | 30 | (a) | $ | 269 | (b) | $ | 11 | |||||||
Year Ended December 31,
2007:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 6,783 | $ | 17,998 | $ | 7,842 | (a) | $ | 25,083 | (b) | $ | 7,540 | ||||||||
–
other
|
$ | - | $ | 431 | $ | 124 | (a) | $ | 122 | (b) | $ | 433 | ||||||||
Year Ended December 31,
2006:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 5,180 | $ | 14,890 | $ | 10,067 | (a) | $ | 23,354 | (b) | $ | 6,783 | ||||||||
–
other
|
$ | - | $ | 22 | $ | 138 | (a) | $ | 160 | (b) | $ | - | ||||||||
(a) Represents
recoveries and reinstatements of accounts previously written
off.
|
||||||||||||||||||||
(b) Represents
the write-off of accounts considered to be uncollectible.
|
THE
TOLEDO EDISON COMPANY
|
||||||||||||||||||||
CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
||||||||||||||||||||
Additions
|
||||||||||||||||||||
Charged
|
||||||||||||||||||||
Beginning
|
Charged
|
to Other
|
Ending
|
|||||||||||||||||
Description
|
Balance
|
to Income
|
Accounts
|
Deductions
|
Balance
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year Ended December 31,
2008:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible
accounts
|
$ | 615 | $ | (247 | ) | $ | 121 | (a) | $ | 286 | (b) | $ | 203 | |||||||
Year Ended December 31,
2007:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible
accounts
|
$ | 430 | $ | 361 | $ | 13 | (a) | $ | 189 | $ | 615 | |||||||||
Year Ended December 31,
2006:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible
accounts
|
$ | - | $ | 440 | $ | 118 | (a) | $ | 128 | (b) | $ | 430 | ||||||||
(a) Represents
recoveries and reinstatements of accounts previously written
off.
|
||||||||||||||||||||
(b) Represents
the write-off of accounts considered to be uncollectible.
|
JERSEY
CENTRAL POWER & LIGHT COMPANY
|
||||||||||||||||||||
CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
||||||||||||||||||||
Additions
|
||||||||||||||||||||
Charged
|
||||||||||||||||||||
Beginning
|
Charged
|
to Other
|
Ending
|
|||||||||||||||||
Description
|
Balance
|
to Income
|
Accounts
|
Deductions
|
Balance
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year Ended December 31,
2008:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 3,691 | $ | 10,377 | $ | 3,504 | (a) | $ | 14,342 | (b) | $ | 3,230 | ||||||||
–
other
|
$ | - | $ | 44 | $ | 24 | (a) | $ | 23 | (b) | $ | 45 | ||||||||
Year Ended December 31,
2007:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 3,524 | $ | 8,563 | $ | 4,049 | (a) | $ | 12,445 | (b) | $ | 3,691 | ||||||||
–
other
|
$ | - | $ | - | $ | - | (a) | $ | - | (b) | $ | - | ||||||||
Year Ended December 31,
2006:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 3,830 | $ | 4,945 | $ | 4,643 | (a) | $ | 9,894 | (b) | $ | 3,524 | ||||||||
–
other
|
$ | 204 | $ | (201 | ) | $ | 866 | (a) | $ | 869 | (b) | $ | - | |||||||
(a) Represents
recoveries and reinstatements of accounts previously written
off.
|
||||||||||||||||||||
(b) Represents
the write-off of accounts considered to be uncollectible.
|
METROPOLITAN
EDISON COMPANY
|
||||||||||||||||||||
CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
||||||||||||||||||||
Additions
|
||||||||||||||||||||
Charged
|
||||||||||||||||||||
Beginning
|
Charged
|
to Other
|
Ending
|
|||||||||||||||||
Description
|
Balance
|
to Income
|
Accounts
|
Deductions
|
Balance
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year Ended December 31,
2008:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 4,327 | $ | 9,004 | $ | 3,729 | (a) | $ | 13,444 | (b) | $ | 3,616 | ||||||||
–
other
|
$ | 1 | $ | 19 | $ | 21 | (a) | $ | 41 | (b) | $ | - | ||||||||
Year Ended December 31,
2007:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 4,153 | $ | 9,971 | $ | 3,548 | (a) | $ | 13,345 | (b) | $ | 4,327 | ||||||||
–
other
|
$ | 2 | $ | 245 | $ | 18 | $ | 264 | $ | 1 | ||||||||||
Year Ended December 31,
2006:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 4,352 | $ | 7,070 | $ | 4,108 | (a) | $ | 11,377 | (b) | $ | 4,153 | ||||||||
–
other
|
$ | - | $ | 15 | $ | 36 | (a) | $ | 49 | (b) | $ | 2 | ||||||||
(a) Represents
recoveries and reinstatements of accounts previously written
off.
|
||||||||||||||||||||
(b) Represents
the write-off of accounts considered to be uncollectible.
|
PENNSYLVANIA
ELECTRIC COMPANY
|
||||||||||||||||||||
CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
||||||||||||||||||||
Additions
|
||||||||||||||||||||
Charged
|
||||||||||||||||||||
Beginning
|
Charged
|
to Other
|
Ending
|
|||||||||||||||||
Description
|
Balance
|
to Income
|
Accounts
|
Deductions
|
Balance
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year Ended December 31,
2008:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 3,905 | $ | 7,589 | $ | 4,758 | (a) | $ | 13,131 | (b) | $ | 3,121 | ||||||||
–
other
|
$ | 105 | $ | 57 | $ | 36 | (a) | $ | 133 | (b) | $ | 65 | ||||||||
Year Ended December 31,
2007:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 3,814 | $ | 8,351 | $ | 3,958 | (a) | $ | 12,218 | (b) | $ | 3,905 | ||||||||
–
other
|
$ | 3 | $ | 181 | $ | 3 | (a) | $ | 82 | (b) | $ | 105 | ||||||||
Year Ended December 31,
2006:
|
||||||||||||||||||||
Accumulated provision
for
|
||||||||||||||||||||
uncollectible accounts –
customers
|
$ | 4,184 | $ | 6,381 | $ | 4,368 | (a) | $ | 11,119 | (b) | $ | 3,814 | ||||||||
–
other
|
$ | 2 | $ | 105 | $ | 173 | (a) | $ | 277 | (b) | $ | 3 | ||||||||
(a) Represents
recoveries and reinstatements of accounts previously written
off.
|
||||||||||||||||||||
(b) Represents
the write-off of accounts considered to be uncollectible.
|
FIRSTENERGY
CORP.
|
||
BY: /s/Anthony
J. Alexander
|
|
|
Anthony
J. Alexander
|
||
President
and Chief Executive
Officer
|
/s/
George M. Smart
|
/s/
Anthony J. Alexander
|
|
George
M. Smart
|
Anthony
J. Alexander
|
|
Chairman
of the Board
|
President
and Chief Executive Officer
|
|
and
Director (Principal Executive Officer)
|
||
/s/ Richard
H. Marsh
|
/s/
Harvey L. Wagner
|
|
Richard
H. Marsh
|
Harvey
L. Wagner
|
|
Senior
Vice President and Chief Financial
|
Vice
President, Controller and Chief Accounting
|
|
Officer
(Principal Financial Officer)
|
Officer
(Principal Accounting Officer)
|
|
/s/ Paul
T. Addison
|
/s/ Ernest
J. Novak, Jr.
|
|
Paul
T. Addison
|
Ernest
J. Novak, Jr.
|
|
Director
|
Director
|
|
/s/ Michael
J. Anderson
|
/s/ Catherine
A. Rein
|
|
Michael
J. Anderson
|
Catherine
A. Rein
|
|
Director
|
Director
|
|
/s/
Carol A. Cartwright
|
/s/ Wes
M. Taylor
|
|
Carol
A. Cartwright
|
Wes
M. Taylor
|
|
Director
|
Director
|
|
/s/
William T. Cottle
|
/s/ Jesse
T. Williams, Sr.
|
|
William
T. Cottle
|
Jesse
T. Williams, Sr.
|
|
Director
|
Director
|
|
/s/
Robert B. Heisler, Jr.
|
||
Robert
B. Heisler, Jr.
|
||
Director
|
||
FIRSTENERGY
SOLUTIONS CORP.
|
||
BY: /s/ Donald
R. Schneider
|
|
|
Donald
R. Schneider
|
||
President
|
/s/ Donald
R. Schneider
|
/s/
Richard H. Marsh
|
|
Donald
R. Schneider
|
Richard
H. Marsh
|
|
President
|
Senior
Vice President and Chief
|
|
(Principal
Executive Officer)
|
Financial
Officer and Director
|
|
(Principal
Financial Officer)
|
||
/s/ Anthony
J. Alexander
|
/s/ Harvey
L. Wagner
|
|
Anthony
J. Alexander
|
Harvey
L. Wagner
|
|
Director
|
Vice
President and Controller
|
|
(Principal
Accounting Officer)
|
||
|
||
/s/
Gary R. Leidich
|
||
Gary
R. Leidich
|
||
Director
|
||
OHIO
EDISON COMPANY
|
||
BY: /s/
Richard R. Grigg
|
|
|
Richard
R. Grigg
|
||
President
|
/s/ Anthony
J. Alexander
|
/s/ Richard
R. Grigg
|
|
Anthony
J. Alexander
|
Richard
R. Grigg
|
|
Director
|
President
and Director
|
|
(Principal
Executive Officer)
|
||
/s/ Richard
H. Marsh
|
/s/ Harvey
L. Wagner
|
|
Richard
H. Marsh
|
Harvey
L. Wagner
|
|
Senior
Vice President and Chief
|
Vice
President and Controller
|
|
Financial
Officer and Director
|
(Principal
Accounting Officer)
|
|
(Principal
Financial Officer)
|
THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY
|
||
BY:
/s/ Richard R. Grigg
|
|
|
Richard
R. Grigg
|
||
President
|
/s/
Anthony J. Alexander
|
/s/ Richard
R. Grigg
|
|
Anthony
J. Alexander
|
Richard
R. Grigg
|
|
Director
|
President
and Director
|
|
(Principal
Executive Officer)
|
||
/s/ Richard
H. Marsh
|
/s/ Harvey
L. Wagner
|
|
Richard
H. Marsh
|
Harvey
L. Wagner
|
|
Senior
Vice President and Chief
|
Vice
President and Controller
|
|
Financial
Officer and Director
|
(Principal
Accounting Officer)
|
|
(Principal
Financial Officer)
|
THE
TOLEDO EDISON COMPANY
|
||
BY:
/s/ Richard R. Grigg
|
|
|
Richard
R. Grigg
|
||
President
|
/s/
Anthony J. Alexander
|
/s/ Richard
R. Grigg
|
|
Anthony
J. Alexander
|
Richard
R. Grigg
|
|
Director
|
President
and Director
|
|
(Principal
Executive Officer)
|
||
/s/
Richard H. Marsh
|
/s/
Harvey L. Wagner
|
|
Richard
H. Marsh
|
Harvey
L. Wagner
|
|
Senior
Vice President and Chief
|
Vice
President and Controller
|
|
Financial
Officer and Director
|
(Principal
Accounting Officer)
|
|
(Principal
Financial Officer)
|
JERSEY
CENTRAL POWER & LIGHT COMPANY
|
||
BY:
/s/ Stephen E. Morgan
|
|
|
Stephen
E. Morgan
|
||
President
|
/s/ Stephen
E. Morgan
|
/s/ Paulette
R. Chatman
|
|
Stephen
E. Morgan
|
Paulette
R. Chatman
|
|
President
and Director
(Principal
Executive Officer)
|
Controller
(Principal
Financial and Accounting Officer)
|
|
/s/ Richard
R. Grigg
|
/s/ Gelorma
E. Persson
|
|
Richard
R. Grigg
|
Gelorma
E. Persson
|
|
Director
|
Director
|
|
/s/ Charles
E. Jones
|
/s/ Jesse
T. Williams, Sr.
|
|
Charles
E. Jones
|
Jesse
T. Williams, Sr.
|
|
Director
|
Director
|
|
/s/
Mark A. Julian
|
||
Mark
A. Julian
|
||
Director
|
METROPOLITAN
EDISON COMPANY
|
||
BY:
/s/ Richard R. Grigg
|
|
|
Richard
R. Grigg
|
||
President
|
/s/ Richard
R. Grigg
|
/s/ Richard
H. Marsh
|
|
Richard
R. Grigg
|
Richard
H. Marsh
|
|
President
and Director
|
Senior
Vice President and Chief
|
|
(Principal
Executive Officer)
|
Financial
Officer
|
|
(Principal
Financial Officer)
|
||
/s/ Ronald
P. Lantzy
|
/s/ Harvey
L. Wagner
|
|
Ronald
P. Lantzy
|
Harvey
L. Wagner
|
|
Regional
President and Director
|
Vice
President and Controller
|
|
(Principal
Accounting Officer)
|
||
/s/ Randy
Scilla
|
||
Randy
Scilla
|
||
Assistant
Treasurer and Director
|
PENNSYLVANIA
ELECTRIC COMPANY
|
||
BY: /s/ Richard
R. Grigg
|
|
|
Richard
R. Grigg
|
||
President
|
/s/ Richard
R. Grigg
|
/s/ Richard
H. Marsh
|
|
Richard
R. Grigg
|
Richard
H. Marsh
|
|
President
and Director
|
Senior
Vice President and Chief
|
|
(Principal
Executive Officer)
|
Financial
Officer
|
|
(Principal
Financial Officer)
|
||
/s/ James
R. Napier, Jr.
|
/s/ Harvey
L. Wagner
|
|
James
R. Napier, Jr.
|
Harvey
L. Wagner
|
|
Regional
President and Director
|
Vice
President and Controller
|
|
(Principal
Accounting Officer)
|
||
/s/ Randy
Scilla
|
||
Randy
Scilla
|
||
Assistant
Treasurer and Director
|
Event of Participant
|
Effect on Award
|
Further Information
|
Payment Form
and Time
|
Termination
due to retirement (including early retirement)
|
Account
balance prorated based on full months of service during Performance
Period.
|
As provided
under 9.5 of the Plan.
|
Single lump
sum between February 15 and March 15, 2012.
|
Termination
due to Disability
|
Account
balance prorated based on full months of service during Performance
Period.
|
As provided
under 9.5 of the Plan.
|
Single lump
sum between February 15 and March 15, 2012.
|
Death
|
Account
balance prorated based on full months of service during Performance
Period.
|
Payout made to
beneficiary as provided under Article 15 of the Plan or by will or by the
laws of descent and distribution.
|
Single lump
sum as soon as practicable after the Participant’s death but by the
earlier of March 15 following the calendar year of death or the end of the
90 day period commencing on the date of death.
|
Termination
for Cause
|
Award
immediately forfeited.
|
Termination
for Cause as provided under 2.7 of the Plan.
|
N/A
|
Termination
in which the
Participant qualifies for and receives benefits under
the FirstEnergy Severance Plan, if offered
|
Account
balance prorated based on full months of service during Performance
Period.
|
Refer to the
FirstEnergy Severance Plan.
|
Single lump
sum between February 15 and March 15,
2012.
|
Event
of Participant
|
Effect
on Award
|
Further
Information
|
Payment
Form
and
Time
|
Other
Termination (including resignation)
|
Award
immediately forfeited.
|
N/A
|
|
Transfer out
of an executive eligible position and employed by the Company on
December 31, 2011
|
Account
balance prorated based on full months in an executive eligible position
during Performance Period.
|
If the
Participant terminates prior to December 31, 2011, the Participant may
still be entitled to a prorated account balance as described
above.
|
Single lump
sum between February 15 and March 15,
2012.
|
1.
|
This Award is
governed by the laws of the State of Ohio without giving effect to the
principles of the conflicts of
laws.
|
2.
|
The
administration of this Award and the Plan will be performed in accordance
with Article 3 of the Plan.
|
3.
|
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 Award 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 Award Agreement, it has the meaning
given to it in the Plan.
|
6.
|
To the extent
a conflict exists between the terms of this Award Agreement and the
provisions of the Plan, the provisions of the Plan shall
govern.
|
7.
|
The terms and
conditions of this Award Agreement may be modified by the
Committee:
|
(a)
|
in any case
permitted by the terms of the Plan or this Award
Agreement;
|
(b)
|
with the
written consent of the Participant;
or
|
(c)
|
without the
consent of the Participant, if the amendment is either not materially
adverse to the interests of the Participant or is necessary or appropriate
in the view of the Committee to conform with, or to take into account,
applicable law, including either exemption from or compliance with any
applicable tax law.
|
1.
|
A Participant
shall not be treated as having a termination of employment unless the
Participant
has a “separation
from service” as defined in regulations under, and for purposes of,
Section 409A.
|
2.
|
If a
Participant is a “specified employee,” as determined under the Company’s
policy for determining specified employees on the date of a “separation
from service,” all payments under this Award Agreement that would
otherwise be paid or provided during the first six (6) months following
such separation from service (other than payments, benefits, or
reimbursements that are treated as separation pay under Section
1.409A-1(b)(9)(v) of the Treasury Regulations, short-term deferrals under
Section 1.409A-1(b)(4) of the Treasury Regulations or other payments
exempted under the Treasury Regulations for Section 409A) shall be
accumulated through and paid or provided (together with interest at the
applicable federal rate under Section 7872(f)(2)(A) of the Internal
Revenue Code of 1986, as amended, in effect on the date of the separation
from service) as soon as practicable following the six (6) month
anniversary of such separation from service but not later than the end of
the taxable year in which the six (6) month anniversary occurs.
Notwithstanding the foregoing, payments delayed pursuant to this paragraph
shall commence as soon as practicable following the date of death of the
Participant prior to the end of the 6 month period but in no event later
than ninety (90) days following the date of
death.
|
FirstEnergy
Corp.
|
|
By
|
|
(Signature of
Participant)
|
|
(Date)
|
a)
|
5:00 p.m.
Akron time on March 2, 2012;
|
b)
|
The date of
the Participant’s death;
|
c)
|
The date that
the Participant’s employment is terminated due to Disability;
or
|
d)
|
The date of a
Change in Control.
|
·
|
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 number of Shares
issuable under the Restricted Stock Units (as set forth in Section One of
this Award Agreement) will be increased by fifty percent
(50%).
|
·
|
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 number of Shares issuable
under the Restricted Stock Units (as set forth in Section One of this
Award Agreement) will be decreased by fifty percent
(50%).
|
·
|
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 number of Shares issuable under the
Restricted Stock Units (as set forth in Section One of this Award
Agreement) will not be adjusted.
|
·
|
As soon as
practicable, but not later than ninety (90) days, after
March 2, 2012 if
the payment is on account of the expiration of the Period of Restriction
set forth in paragraph a) of the subsection entitled “Period of
Restriction” above; the Participant’s termination of employment upon
retirement (as defined under the then established rules of the Company or
any of its Subsidiaries, as the case may be); the Participant’s
termination of employment due to Disability as set forth in paragraph c)
of the subsection entitled “Period of Restriction” above; the
Participant’s involuntary termination under conditions in which the
Participant qualifies for and receives an employer severance benefit that
is offered, and executes an agreement to release the Company in full
against any and all claims as required by (and per the timing requirements
in) the arrangement or plan providing the employer severance benefit; or
if the Participant continues to be employed by the Company but ceases to
be employed in an executive position during the three-year Period of
Restriction; or, if earlier,
|
·
|
As soon as
practicable, but not later than ninety (90) days, after the expiration of
the Period of Restriction due to the Participant’s death or the date of a
Change in Control pursuant to paragraph b) or d) of the subsection
entitled “Period of Restriction” above. If the Payment Date is
pursuant to paragraph d), the Participant will receive a payout equal to
the number of Shares equal to the full number of Restricted Stock Units
granted in this Award Agreement.
|
·
|
Termination of
employment with the Company for any reason;
provided,
however
, that no forfeiture shall occur if termination of
employment occurs upon or after a Change in
Control.
|
·
|
Any attempt to
sell, transfer, pledge, assign or otherwise alienate or hypothecate the
Restricted Stock Units or the right to receive the common stock issuable
under the Restricted Stock Units in violation of this Award
Agreement.
|
·
|
If the
Participant dies, terminates employment as described above or ceases to be
employed in an executive position prior to a full month after the Grant
Date, all Restricted Stock Units earned will be forfeited upon the death
or termination.
|
·
|
If the
Participant dies, terminates employment as described above or ceases to be
employed in an executive position after the lapse of a full month or more
after the Grant Date, the Participant will be entitled to a prorated
number of Restricted Stock Units. The proration will be
calculated by multiplying the number of Restricted Stock Units awarded by
the number of full months served after the Grant Date, divided by
thirty-six months. The prorated Restricted Stock Units will
then be adjusted upward or downward by the performance factors in
accordance with the provisions under the subsection “Performance
Adjustment” (as determined by the Committee), except that no adjustment is
made upon death. All fractional shares will be rounded up to
the next full share. The remaining portion of Restricted Stock
Units awarded will be forfeited.
|
1.
|
This Award
Agreement is governed by the laws of the State of Ohio without giving
effect to the principles of conflicts of
laws.
|
2.
|
The
administration of this Award Agreement and the Plan will be performed in
accordance with Article 3 of the
Plan.
|
3.
|
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 Award 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 Award Agreement, it has the meaning
given to it in the Plan.
|
6.
|
To the extent
a conflict exists between the terms of this Award Agreement and the
provisions of the Plan, the provisions of the Plan shall
govern.
|
7.
|
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 Award
Agreement;
|
(b)
|
with the
written consent of the Participant;
or
|
(c)
|
without the
consent of the Participant if the amendment is either not materially
adverse to the interests of the Participant or is necessary or appropriate
in the view of the Committee to conform with, or to take into account,
applicable law, including either exemption from or compliance with any
applicable tax law.
|
1.
|
A Participant
shall not be treated as having a termination of employment unless the
Participant has a “separation from service” as defined in regulations
under, and for purposes of, Section
409A.
|
2.
|
If a
Participant is a “specified employee,” as determined under the Company’s
policy for determining specified employees on the date of a “separation
from service,” all payments under this Award Agreement that would
otherwise be paid or provided during the first six (6) months following
such separation from service (other than payments, benefits, or
reimbursements that are treated as separation pay under Section
1.409A-1(b)(9)(v) of the Treasury Regulations, short-term deferrals under
Section 1.409A-1(b)(4) of the Treasury Regulations or other payments
exempted under the Treasury Regulations for Section 409A) shall be
accumulated through and paid or provided (together with interest at the
applicable federal rate under Section 7872(f)(2)(A) of the Internal
Revenue Code of 1986, as amended, in effect on the date of the separation
from service) as soon as practicable following the six (6) month
anniversary of such separation from service but not later than the end of
the taxable year in which the six (6) month anniversary occurs.
Notwithstanding the foregoing, payments delayed pursuant to this paragraph
shall commence as soon as practicable following the date of death of the
Participant prior to the end of the 6 month period but in no event later
than ninety (90) days following the date of
death.
|
FirstEnergy
Corp.
|
|
By
|
|
Corporate
Secretary
|
(Signature of
Participant)
|
(Date)
|
Page
|
||||
ARTICLE 1 –
GENERAL
|
1
|
|||
1.1
|
Preamble
|
1
|
||
1.2
|
Purpose
|
1
|
||
1.3
|
Payment
Method
|
1
|
||
1.4
|
Status under
Laws
|
1
|
||
1.5
|
Definitions
|
2
|
||
ARTICLE 2 –
DEFERRALS
|
7
|
|||
2.1
|
Written
Election to Defer Fees
|
7
|
||
2.2
|
Election Upon
Becoming a Director
|
7
|
||
2.3
|
Election
Irrevocable
|
7
|
||
2.4
|
Transfers from
Other Plans
|
7
|
||
ARTICLE 3 –
ACCOUNTS AND INVESTMENT FUNDS
|
8
|
|||
3.1
|
Deferred Fee
Account
|
8
|
||
3.2
|
Transfer
Account
|
8
|
||
3.3
|
Other Accounts
and Subaccounts
|
9
|
||
3.4
|
Investment
Funds
|
9
|
||
3.5
|
Credits to
Investment Funds
|
9
|
||
3.6
|
Reporting
|
10
|
||
ARTICLE 4 –
PAYMENT TO DIRECTOR
|
15
|
|||
4.1
|
Distribution
Election – Separation from Service
|
11
|
||
4.2
|
Accelerated
Distribution
|
12
|
||
4.3
|
Withdrawal
|
12
|
||
4.4
|
Financial
Hardship Distributions
|
13
|
||
4.5
|
Special
Circumstance
|
14
|
||
4.6
|
Small
Accounts
|
14
|
||
ARTICLE 5 –
BENEFICIARY
|
15
|
|||
5.1
|
Beneficiary
Designation
|
15
|
||
5.2
|
Distribution
Election
|
15
|
||
5.3
|
Change of
Beneficiary
|
15
|
||
5.4
|
Payment of
Benefit upon Death
|
15
|
||
ARTICLE 6 –
ASSIGNMENT
|
16
|
|||
ARTICLE 7 –
ADMINISTRATION
|
16
|
|||
7.1
|
Administrator
|
16
|
||
7.2
|
Powers of
Administrator
|
17
|
||
7.3
|
Delegation
|
17
|
Page
|
||||
ARTICLE 8 –
CLAIMS
|
17
|
|||
8.1
|
Claim
|
17
|
||
8.2
|
Initial Claim
Review
|
17
|
||
8.3
|
Review of
Claim
|
18
|
||
8.4
|
Review of
Claims on and after a Change in Control
|
20
|
||
ARTICLE 9 –
AMENDMENT, TERMINATION AND PARTICIPATION
|
20
|
|||
9.1
|
Amendment by
Board
|
20
|
||
9.2
|
Termination by
the Company
|
21
|
||
9.3
|
Automatic
Cessation of Bonus Credit and Dividends
|
21
|
||
9.4
|
Distribution
of Benefits on Plan Termination
|
21
|
||
9.5
|
Participation
by Affiliates
|
22
|
||
ARTICLE 10 –
UNFUNDED PLAN
|
23
|
|||
10.1
|
Bookkeeping
Entries
|
23
|
||
10.2
|
Trusts,
Insurance Contracts or Other Investment
|
23
|
||
ARTICLE 11 –
MISCELLANEOUS
|
23
|
|||
11.1
|
Severability
|
23
|
||
11.2
|
Liability for
Benefits
|
23
|
||
11.3
|
Applicable
Law
|
24
|
||
11.4
|
Not a
Contract
|
24
|
||
11.5
|
Successors
|
24
|
||
11.6
|
Distribution
under Terms of the Trust or in the Event of Taxation
|
24
|
||
11.7
|
Insurance
|
25
|
||
11.8
|
Legal
Representation
|
25
|
||
11.9
|
Code Section
409A
|
26
|
||
ATTACHMENT
2.4-A
|
27
|
|||
ATTACHMENT
2.4-B
|
28
|
|||
ATTACHMENT
2.4-C
|
29
|
Page | |
Article 1. Establishment, Purpose, and Duration | 1 |
Article 2.
Definitions
|
1
|
Article 3.
Administration
|
8
|
Article 4.
Shares Subject to This Plan and Maximum Awards
|
9
|
Article 5.
Eligibility and Participation
|
12
|
Article 6.
Stock Options
|
12
|
Article 7.
Stock Appreciation Rights
|
14
|
Article 8.
Restricted Stock and Restricted Stock Units
|
16
|
Article 9.
Performance Shares
|
18
|
Article 10.
Cash-Based Awards and Other Stock-Based Awards
|
19
|
Article 11.
Transferability of Awards
|
20
|
Article 12.
Performance Measures
|
20
|
Article 13.
Nonemployee Director Awards
|
22
|
Article 14.
Dividend Equivalents
|
22
|
Article 15.
Beneficiary Designation
|
22
|
Article 16.
Rights of Participants
|
23
|
Article 17.
Change in Control
|
23
|
Article 18.
Amendment, Modification, Suspension and Termination
|
24
|
Article 19.
Withholding
|
26
|
Article 20.
Successors
|
26
|
Article 21.
General Provisions
|
26
|
(a)
|
the willful
and continued failure by a Participant to substantially perform his/her
duties (other than any such failure resulting from the Participant’s
Disability), after a written demand for substantial performance is
delivered to the Participant that specifically identifies the manner in
which the Company or any of its Subsidiaries, as the case may be, believes
that the Participant has not substantially performed his/her duties, and
the Participant has failed to remedy the situation within ten (10)
business days of receiving such notice;
or
|
(b)
|
the
Participant’s conviction for committing a felony or a crime involving an
act of moral turpitude, dishonesty or misfeasance;
or
|
(c)
|
the willful
engaging by the Participant in gross misconduct materially and
demonstrably injurious to the Company or any of its
Subsidiaries. However, no act, or failure to act, on the
Participant’s part shall be considered “willful” unless done, or omitted
to be done, by the Participant not in good faith and without reasonable
belief that his/her action or omission was in the best interest of the
Company or any of its Subsidiaries;
or
|
(d)
|
a material
breach by a Participant of any agreement between the Participant and the
Company.
|
(a)
|
An acquisition
by any Person of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) immediately after which such Person
has beneficial ownership of fifty percent (50%) (twenty-five percent (25%)
if such Person proposes any individual for election to the Board or any
member of the Board is the representative of such Person) or more of
either: (i) the then-outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”), or (ii) the combined
voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of Directors (the “Outstanding
Company Voting Securities”); provided, however, that the following
acquisitions shall not constitute a Change in
Control:
|
(i)
|
Any
acquisition directly from the Company (excluding an acquisition by virtue
of the exercise of a conversion
privilege);
|
(ii)
|
Any
acquisition by the Company;
|
(iii)
|
Any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company;
or
|
(iv)
|
Any
acquisition by any corporation pursuant to a reorganization, merger, or
consolidation (collectively “Reorganization”) if, following such
Reorganization, the conditions described in (c)(i), (c)(ii), and (c)(iii)
of this Section are satisfied.
|
(b)
|
Individuals
who, as of the Effective Date, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a Director
subsequent to the date of adoption whose election, or nomination for
election by the Company’s shareholders, is approved by a vote of at least
a majority of the Directors then comprising the Incumbent Board shall be
considered as a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as
a result of either an actual or threatened election contest (within the
meaning of solicitations subject to Rule 14a-12(c) of Regulation 14A
promulgated under the Exchange Act or any successor rule) or other actual
or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
|
(c)
|
Consummation
of a Reorganization, or sale or other disposition of all or substantially
all of the assets of the Company in one transaction or a series of related
transaction, in each case, unless, following such Reorganization, or sale
or other disposition of assets:
|
(i)
|
More than
seventy-five percent (75%) of, respectively, the then-outstanding shares
of common stock of the corporation resulting from such Reorganization or
acquisition of such assets and the combined voting power of the
then-outstanding voting securities of such resulting or acquiring
corporation entitled to vote generally in the election of Directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Reorganization, or
sale or other disposition of assets in substantially the same proportions
as their ownership, immediately prior to such Reorganization, or sale or
other disposition of assets, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may
be;
|
(ii)
|
No Person
(excluding the Company, any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Reorganization, or
sale or other disposition of assets, and any Person beneficially owning,
immediately prior to such Reorganization, or sale or other disposition of
assets, directly or indirectly, twenty-five percent (25%) or more of the
Outstanding Company Common Stock or Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or indirectly, twenty-five
percent (25%) or more of, respectively, the then-outstanding shares of
common stock of the corporation resulting from such Reorganization or
acquiring such assets, or the combined voting power of the
then-outstanding voting securities of such resulting or acquiring
corporation that are entitled to vote generally in the election of
directors; and
|
(iii)
|
At least a
majority of the members of the board of directors of the corporation
resulting from such Reorganization or acquisition of such assets were
members of the Incumbent Board at the time of the execution of the initial
agreement providing for such Reorganization, or sale or other disposition
of assets; or
|
(d)
|
Approval by
the shareholders of the Company of a complete liquidation or dissolution
of the Company.
|
(a)
|
Subject to
adjustment as provided in Section 4.4, the maximum number of Shares
available for grant to Participants under this Plan (the “Share
Authorization”) shall be:
|
(i)
|
Six Million
Five Hundred Fifty Thousand (6,550,000) Shares,
plus
|
(ii)
|
The number of
Shares available for issuance under the Plan immediately prior to the
Effective Date of this amended and restated
Plan.
|
(b)
|
All Shares of
the Share Authorization may be issued pursuant to ISOs under this
Plan.
|
(c)
|
The maximum
number of Shares of the Share Authorization that may be issued to
Nonemployee Directors shall be Two Hundred Thousand (200,000)
Shares.
|
(a)
|
Options
: The maximum
aggregate number of Shares subject to Options granted in any one Plan Year
to any one Participant shall be Five Hundred Thousand (500,000)
Shares.
|
(b)
|
SARs
: The maximum number
of Shares subject to Stock Appreciation Rights granted in any one Plan
Year to any one Participant shall be Five Hundred Thousand (500,000)
Shares.
|
(c)
|
Restricted
Stock
: The maximum aggregate grant with respect to
Awards of Restricted Stock in any one Plan Year to any one Participant
shall be Two Hundred Fifty Thousand (250,000)
Shares.
|
(d)
|
Restricted Stock
Units
: The maximum aggregate grant with respect to
Awards of Restricted Stock Units in any one Plan Year to any one
Participant shall be Two Hundred Fifty Thousand (250,000)
Shares.
|
(e)
|
Performance Shares
: The
maximum aggregate Award of Performance Shares that any one Participant may
receive in any one Plan Year shall be
Two Hundred Fifty
Thousand (250,000) Shares or an amount equal to the Fair Market Value of
Two Hundred Fifty Thousand (250,000) Shares, determined as of the date of
vesting.
|
(f)
|
Cash-Based Awards
: The
maximum aggregate amount awarded or credited with respect to Cash-Based
Awards to any one Participant in any one Plan Year, including the 2007
Plan Year, may not exceed Five Million Dollars
($5,000,000).
|
(g)
|
Other Stock-Based
Awards
: The maximum aggregate grant with respect to Other
Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any
one Participant shall be Two Hundred Fifty Thousand (250,000)
Shares.
|
|
(a)
|
The excess of
the Fair Market Value of a Share on the date of exercise over the Exercise
Price; by
|
|
(b)
|
The number of
Shares with respect to which the SAR is
exercised.
|
(a)
|
Net earnings or net income (before or
after taxes);
|
(b)
|
Income
|
(c)
|
Retained
earnings;
|
(d)
|
Earnings per
share;
|
(e)
|
Net sales or revenue
growth;
|
(f)
|
Net operating profit or
income;
|
(g)
|
Return measures (including return on
assets, capital, invested capital, equity, sales or
revenue);
|
(h)
|
Cash flow (including operating cash flow,
free cash flow, cash flow return on equity and cash flow return on
investment);
|
(i)
|
Earnings before or after taxes, interest,
depreciation and/or amortization;
|
(j)
|
Gross or operating
margins;
|
(k)
|
Productivity
ratios;
|
(l)
|
Share price (including growth measures
and total shareholder return);
|
(m)
|
Costs or cost
control;
|
(n)
|
Margins;
|
(o)
|
Operating
efficiency;
|
(p)
|
Operating and maintenance cost
management
|
(q)
|
Demand-side management (including
conservation and load management)
|
(r)
|
Market
share;
|
(s)
|
Service
reliability;
|
(t)
|
Energy production availability
performance;
|
(u)
|
Results of customer satisfaction or
employee satisfaction surveys;
|
(v)
|
Aggregate product price and other product
price measures;
|
(w)
|
Working
capital;
|
(x)
|
Economic value added or EVA
®
(net operating profit after tax minus the sum of capital multiplied by the
cost of capital);
|
(y)
|
Management
development;
|
(z)
|
Succession
planning;
|
(aa)
|
Shaping legislative and regulatory
initiatives and outcomes;
|
(bb)
|
Taxes;
|
(cc)
|
Safety
record;
|
(dd)
|
Depreciation and
amortization;
|
(ee)
|
Total shareholder
return;
|
(ff)
|
Workforce hiring plan
measures;
|
(gg)
|
Air quality control project
management;
|
(hh)
|
Environmental;
|
(ii)
|
Risk
management;
|
(jj)
|
Technology upgrade
measures;
|
(kk)
|
Financial contribution to earnings from
special projects or initiatives;
|
(ll)
|
Capital
expenditures;
|
(mm)
|
Generation
output;
|
(nn)
|
Power supply sourcing
adequacy;
|
(oo)
|
Results of asset
acquisitions;
|
(pp)
|
Results of asset
divestitures;
|
(qq)
|
Capitalization;
|
(rr)
|
Credit
metrics;
|
(ss)
|
Credit
ratings;
|
(tt)
|
Compound growth rates (earnings, revenue,
income from continuing operations, cash generation,
etc.);
|
(uu)
|
Generation outage
duration;
|
(vv)
|
Transmission outage
duration;
|
(ww)
|
Distribution outage
duration;
|
(xx)
|
Value
creation;
|
(yy)
|
Effective tax
rate;
|
(zz)
|
Financing
flexibility;
|
(aaa)
|
Financing capability;
and
|
(bbb)
|
Value returned to
shareholders.
|
(a)
|
Notwithstanding
any other provision of this Plan to the contrary, the Board of Directors
may amend the Plan or an Award Agreement prospectively or retroactively as
it deems necessary or advisable to conform the Plan or an Award Agreement
to any present or future law relating to plans of this or similar nature,
and to the administrative regulations and rulings promulgated
thereunder. By accepting an Award under this Plan, a
Participant agrees to any amendment made pursuant to this Section to any
Award granted under the Plan without further consideration or
action.
|
(b)
|
Except as may
otherwise be expressly provided in an Award Agreement, the Committee
intends that Awards be exempt from, and avoid adverse tax consequences
under, Code Section 409A and all Awards shall be interpreted,
construed and administered accordingly. The Committee may
amend, modify or reform the Plan or an Award Agreement, both prospectively
and retroactively and without notice to or the consent of any Participant
or beneficiary, to obtain or preserve such exemption or avoidance of
adverse tax consequences. The Committee, in its sole
discretion, shall determine to what extent, if any, this Plan or an Award
Agreement must be amended, modified or reformed or a substitute Award or
Award Agreement must be made.
|
(a)
|
Obtaining any
approvals from governmental agencies that the Company determines are
necessary or advisable; and
|
(b)
|
Completion of
any registration or other qualification of the Shares under any applicable
ruling of any governmental body that the Company determines are necessary
or advisable.
|
Contents
|
Page
|
Glossary of Te
rms
|
i-iii
|
Selected
Financial Data
|
1-2
|
Management's
Discussion and Analysis
|
3-58
|
Management
Reports
|
59
|
Report
of Independent Registered Public Accounting Firm
|
60
|
Consolidated
Statements of Income
|
61
|
Consolidated
Balance Sheets
|
62
|
Consolidated
Statements of Common Stockholders’ Equity
|
63
|
Consolidated
Statements of Cash Flows
|
64
|
Notes
to Consolidated Financial Statements
|
65-108
|
DOJ
|
United
States Department of Justice
|
DRA
|
Division
of Ratepayer Advocate
|
EDCP
|
Executive
Deferred Compensation Plan
|
EEI
|
Edison
Electric Institute
|
EIS
|
Energy
Independence Strategy
|
EITF
|
Emerging
Issues Task Force
|
EITF
08-6
|
Equity
Method Investment Accounting Considerations
|
EMP
|
Energy
Master Plan
|
EPA
|
United
States Environmental Protection Agency
|
EPACT
|
Energy
Policy Act of 2005
|
ESP
|
Electric
Security Plan
|
ESOP
|
Employee
Stock Ownership Plan
|
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"
|
FIN
48
|
FIN
48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109”
|
FirstCom
|
First
Communications, Inc.
|
FMB
|
First
Mortgage Bond
|
FSP
|
FASB
Staff Position
|
FSP
SFAS 115-1
and
SFAS 124-1
|
FSP
SFAS 115-1 and SFAS 124-1, “The Meaning of Other-Than-Temporary Impairment
and its
Application
to Certain Investments”
|
FTR
|
Financial
Transmission Rights
|
GAAP
|
Accounting
Principles Generally Accepted in the United States
|
GHG
|
Greenhouse
Gases
|
HVAC
|
Heating,
Ventilation and Air-conditioning
|
IRS
|
Internal
Revenue Service
|
ISO
|
Independent
System Operator
|
kV
|
Kilovolt
|
KWH
|
Kilowatt-hours
|
LED
|
Light-emitting
Diode
|
LIBOR
|
London
Interbank Offered Rate
|
LOC
|
Letter
of Credit
|
LTIP
|
Long-term
Incentive Program
|
MEW
|
Mission
Energy Westside, Inc.
|
MISO
|
Midwest
Independent Transmission System Operator, Inc.
|
Moody’s
|
Moody’s
Investors Service, Inc.
|
MRO
|
Market
Rate Offer
|
MW
|
Megawatts
|
NAAQS
|
National
Ambient Air Quality Standards
|
NERC
|
North
American Electric Reliability Corporation
|
NJBPU
|
New
Jersey Board of Public Utilities
|
NOV
|
Notice
of Violation
|
NO
X
|
Nitrogen
Oxide
|
NRC
|
Nuclear
Regulatory Commission
|
NSR
|
New
Source Review
|
NUG
|
Non-Utility
Generation
|
NUGC
|
Non-Utility
Generation Charge
|
OCA
|
Office
of Consumer Advocate
|
OCI
|
Other
Comprehensive Income
|
OPEB
|
Other
Post-Employment Benefits
|
OSBA
|
Office
of Small Business Advocate
|
OTC
|
Over
the Counter
|
OVEC
|
Ohio
Valley Electric Corporation
|
PCRB
|
Pollution
Control Revenue Bond
|
PJM
|
PJM
Interconnection L. L. C.
|
PLR
|
Provider
of Last Resort; an electric utility’s obligation to provide generation
service to customers
whose
alternative supplier fails to deliver
service
|
PPUC
|
Pennsylvania
Public Utility Commission
|
PRP
|
Potentially
Responsible Party
|
PSA
|
Power
Supply Agreement
|
PUCO
|
Public
Utilities Commission of Ohio
|
PUHCA
|
Public
Utility Holding Company Act of 1935
|
RCP
|
Rate
Certainty Plan
|
RECB
|
Regional
Expansion Criteria and Benefits
|
RFP
|
Request
for Proposal
|
RSP
|
Rate
Stabilization Plan
|
RTC
|
Regulatory
Transition Charge
|
RTO
|
Regional
Transmission Organization
|
S&P
|
Standard
& Poor’s Ratings Service
|
S&P
500
|
Standard
& Poor’s Index of Widely Held Common Stocks
|
SBC
|
Societal
Benefits Charge
|
SEC
|
U.S.
Securities and Exchange Commission
|
SECA
|
Seams
Elimination Cost Adjustment
|
SFAS
|
Statement
of Financial Accounting Standards
|
SFAS
71
|
SFAS
No. 71, "Accounting for the Effects of Certain Types of
Regulation"
|
SFAS
87
|
SFAS
No. 87, "Employers' Accounting for Pensions"
|
SFAS
101
|
SFAS
No. 101, "Accounting for Discontinuation of Application of SFAS
71"
|
SFAS
106
|
SFAS
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions"
|
SFAS
107
|
SFAS
No. 107, “Disclosure about Fair Value of Financial
Instruments”
|
SFAS
109
|
SFAS
No. 109, “Accounting for Income Taxes”
|
SFAS
115
|
SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities"
|
SFAS
123(R)
|
SFAS
No. 123(R), "Share-Based Payment"
|
SFAS
132(R)-1
|
SFAS
No. 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan
Assets”
|
SFAS
133
|
SFAS
No. 133, “Accounting for Derivative Instruments and Hedging
Activities”
|
SFAS
141(R)
|
SFAS
No. 141(R), “Business Combinations”
|
SFAS
142
|
SFAS
No. 142, "Goodwill and Other Intangible Assets"
|
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
157
|
SFAS
No. 157, “Fair Value Measurements”
|
SFAS
158
|
SFAS
No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement
Plans-an
amendment of FASB Statements No. 87, 88, 106, and
132(R)”
|
SFAS
159
|
SFAS
No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities – Including an
Amendment
of FASB Statement No. 115”
|
SFAS
160
|
SFAS
No. 160, “Non-controlling Interests in Consolidated Financial Statements –
an Amendment of
ARB
No. 51”
|
SFAS
161
|
SFAS
No. 161, “Disclosures about Derivative Instruments and Hedging Activities
– an Amendment
of
FASB Statement No. 133”
|
SIP
|
State
Implementation Plan(s) Under the Clean Air Act
|
SNCR
|
Selective
Non-Catalytic Reduction
|
SO
2
|
Sulfur
Dioxide
|
TBC
|
Transition
Bond Charge
|
TMI-1
|
Three
Mile Island Unit 1
|
TMI-2
|
Three
Mile Island Unit 2
|
TSC
|
Transmission
Service Charge
|
VIE
|
Variable
Interest Entity
|
2008
|
2007
|
||||||||||||
First
Quarter High-Low
|
$ | 78.51 | $ | 64.44 | $ | 67.11 | $ | 57.77 | |||||
Second
Quarter High-Low
|
$ | 83.49 | $ | 69.20 | $ | 72.90 | $ | 62.56 | |||||
Third
Quarter High-Low
|
$ | 84.00 | $ | 63.03 | $ | 68.31 | $ | 58.75 | |||||
Fourth
Quarter High-Low
|
$ | 66.69 | $ | 41.20 | $ | 74.98 | $ | 63.39 | |||||
Yearly
High-Low
|
$ | 84.00 | $ | 41.20 | $ | 74.98 | $ | 57.77 | |||||
Prices
are from http://finance.yahoo.com.
|
Change in Basic Earnings Per Share From Prior
Year
|
2008
|
2007
|
||||||
Basic
Earnings Per Share – Prior Year
|
$ | 4.27 | $ | 3.84 | ||||
Gain
on non-core asset sales – 2008/2007
|
0.02 | 0.04 | ||||||
Litigation
settlement – 2008
|
0.03 | - | ||||||
Trust
securities impairment
|
(0.20 | ) | (0.03 | ) | ||||
Saxton
decommissioning regulatory asset – 2007
|
(0.05 | ) | 0.05 | |||||
PPUC
NUG accounting adjustment – 2006
|
- | 0.02 | ||||||
Revenues
|
1.61 | 2.51 | ||||||
Fuel
and purchased power
|
(1.24 | ) | (1.51 | ) | ||||
Amortization
of regulatory assets
|
(0.07 | ) | (0.31 | ) | ||||
Deferral
of new regulatory assets
|
(0.37 | ) | - | |||||
Investment
income
|
0.08 | (0.03 | ) | |||||
Interest
expense
|
0.04 | (0.11 | ) | |||||
Reduced
common shares outstanding
|
0.03 | 0.22 | ||||||
Other
expenses
|
0.26 | (0.42 | ) | |||||
Basic
Earnings Per Share
|
$ | 4.41 | $ | 4.27 |
|
·
|
OE
– $275 million of 8.25% Series of FMBs due 2038 issued on October 20,
2008;
|
|
·
|
OE
– $25 million of 8.25% Series of FMBs due 2018 issued on October 20,
2008;
|
|
·
|
CEI
– $300 million of 8.875% Series of FMBs due 2018 issued on November 18,
2008;
|
|
·
|
Met-Ed
– $300 million of 7.70% Senior Notes due 2019 issued on January 20, 2009;
and
|
|
·
|
JCP&L
– $300 million of 7.35% Senior Notes due 2019 issued on January 27,
2009.
|
|
·
|
power
acquired by utilities to serve customers after rate caps expire will be
procured through a competitive procurement process that must include a mix
of long-term and short-term contracts and spot market
purchases;
|
|
·
|
the
competitive procurement process must be approved by the PPUC and may
include auctions, requests for proposal, and/or bilateral
agreements;
|
|
·
|
utilities
must provide for the installation of smart meter technology within 15
years;
|
|
·
|
a
minimum reduction in peak demand of 4.5% by May 31,
2013;
|
|
·
|
minimum
reductions in energy consumption of 1% and 3% by May 31, 2011 and May 31,
2013, respectively; and
|
|
·
|
an
expanded definition of alternative energy to include additional types of
hydroelectric and biomass
facilities.
|
|
·
|
Energy Delivery Services
transmits and distributes electricity through our eight utility operating
companies, serving 4.5 million customers within 36,100 square miles
of Ohio, Pennsylvania and New Jersey and purchases power for its PLR and
default service requirements in Pennsylvania and New Jersey. This business
segment derives its revenues principally from the delivery of electricity
within our service areas, cost recovery of regulatory assets and the sale
of electric generation service to retail customers who have not selected
an alternative supplier (default service) in its Pennsylvania and New
Jersey franchise areas.
|
Company
|
Area Served
|
Customers Served
|
||
OE
|
Central
and Northeastern Ohio
|
1,040,000
|
||
Penn
|
Western
Pennsylvania
|
160,000
|
||
CEI
|
Northeastern
Ohio
|
755,000
|
||
TE
|
Northwestern
Ohio
|
312,000
|
||
JCP&L
|
Northern,
Western and East
Central
New Jersey
|
1,093,000
|
||
Met-Ed
|
Eastern
Pennsylvania
|
549,000
|
||
Penelec
|
Western
Pennsylvania
|
590,000
|
||
ATSI
|
Service
areas of OE, Penn,
CEI
and TE
|
|
·
|
Competitive Energy
Services
supplies the electric power needs of end-use customers
through retail and wholesale arrangements, including associated company
power sales to meet all or a portion of the PLR and default service
requirements of our Ohio and Pennsylvania utility subsidiaries and
competitive retail sales to customers primarily in Ohio, Pennsylvania,
Maryland and Michigan. This business segment owns or leases and operates
19 generating facilities with a net demonstrated capacity of
13,710 MWs and also purchases electricity to meet sales obligations.
The segment's net income is primarily derived from affiliated company
power sales and non-affiliated electric generation sales revenues less the
related costs of electricity generation, including purchased power and net
transmission and ancillary costs charged by PJM and MISO to deliver energy
to the segment’s customers.
|
|
·
|
Ohio Transitional Generation
Services
supplies the electric power needs of non-shopping
customers under the default service requirements of our Ohio Companies.
The segment's net income is primarily derived from electric generation
sales revenues less the cost of power purchased from the competitive
energy services segment through a full-requirements PSA arrangement with
FES (through December 31, 2008), including net transmission and ancillary
costs charged by MISO to deliver energy to retail
customers.
|
|
§
|
strengthening
our safety focus;
|
|
§
|
maximizing
the utilization of our generating
fleet;
|
|
§
|
meeting
our transmission and distribution reliability
goals;
|
|
§
|
managing
the transition to competitive market prices in Ohio and
Pennsylvania;
|
|
§
|
maintaining
adequate and ready access to cash resources;
and
|
|
§
|
achieving
our financial goals and commitments to
shareholders.
|
|
·
|
spending
reductions of more than $600 million compared to 2008 levels through
appropriate changes in capital and operating and maintenance
expenditures;
|
|
·
|
delaying
completion of the Fremont natural gas plant to better reflect current and
projected power supply needs; and
|
|
·
|
adjusting
the construction schedule for the $1.7 billion AQC project at our W.H.
Sammis Plant in order to defer certain costs from our 2009 budget; we
continue to expect to meet our completion deadline by the end of
2010.
|
|
·
|
increased
FES generation margin from Ohio customers from generation supply during
the first quarter as a result of the RFP competitive bidding
process;
|
|
·
|
decreased
Ohio transition cost amortization (a non-cash item), reflecting the
expiration of RTC for OE and TE in December 2008, partially offset by
increased RTC amortization for CEI;
|
|
·
|
improvements
to operations and maintenance cost management, including staffing
adjustments, changes in our compensation structure, fossil plant outage
schedule changes and general cost-saving measures;
and
|
|
·
|
a
distribution rate increase in Ohio.
|
|
·
|
decreased
generation output , three nuclear refueling outages in 2009 compared to
two in 2008 and a continued increase in fuel
expense;
|
|
·
|
lower
wholesale market prices for
electricity;
|
|
·
|
the
expiration of a favorable third-party power supply contract for Met-Ed and
Penelec;
|
|
·
|
increased
pension costs related to 2008 market
declines;
|
|
·
|
elimination
of the OE and TE RTC, and a reduction in CEI RTC
revenues;
|
|
·
|
increased
depreciation and general taxes;
|
|
·
|
the
elimination of deferred distribution operating costs in Ohio;
and
|
|
·
|
reduced
customer loads, particularly in the industrial
sector.
|
2009
|
2010
|
|||||||||
Capacity
|
Fleet
|
Capacity
|
Fleet
|
|||||||
Fleet
Emission Control Status
|
(MW)
|
%
|
(MW)
|
%
|
||||||
Non-Emitting
|
4,642 | 34 | 4,642 | 34 | ||||||
Coal
Controlled
(SO
2
/
NO
x
- full control)
|
2,626 | 19 | 3,826 | 28 | ||||||
Natural
Gas Peaking
|
1,183 | 9 | 1,183 | 9 | ||||||
8,451 | 62 | 9,651 | 71 |
|
·
|
Pilot
testing of CO
2
capture and sequestration
technology;
|
|
·
|
Electric
Power Research Institute’s Coal Fleet for
Tomorrow;
|
|
·
|
Nuclear
uprates and license renewals to increase and maintain FES’ non-emitting
nuclear units; and
|
|
·
|
Participation
in the DOE’s Midwest Regional Carbon Sequestration Partnership, New
Jersey’s Clean Energy Program, and the EPA’s Sulfur Hexafluoride Reduction
Partnership.
|
|
·
|
risks
arising from the reliability of our power plants and transmission and
distribution equipment;
|
|
·
|
changes
in commodity prices could adversely affect our profit
margins;
|
|
·
|
we
are exposed to operational, price and credit risks associated with selling
and marketing products in the power markets that we do not always
completely hedge against;
|
|
·
|
the
use of derivative contracts by us to mitigate risks could result in
financial losses that may negatively impact our financial
results;
|
|
·
|
our
risk management policies relating to energy and fuel prices, and
counterparty credit are by their very nature risk related, and we could
suffer economic losses despite such
policies;
|
|
·
|
nuclear
generation involves risks that include uncertainties relating to health
and safety, additional capital costs, the adequacy of insurance coverage
and nuclear plant decommissioning;
|
|
·
|
capital
market performance and other changes may decrease the value of
decommissioning trust fund, pension fund assets and other trust funds
which then could require significant additional
funding;
|
|
·
|
we
could be subject to higher costs and/or penalties related to mandatory
NERC/FERC reliability standards;
|
|
·
|
we
rely on transmission and distribution assets that we do not own or control
to deliver our wholesale electricity. If transmission is disrupted
including our own transmission, or not operated efficiently, or if
capacity is inadequate, our ability to sell and deliver power may be
hindered;
|
|
·
|
disruptions
in our fuel supplies could occur, which could adversely affect our ability
to operate our generation facilities and impact financial
results;
|
|
·
|
temperature
variations as well as weather conditions or other natural disasters could
have a negative impact on our results of operations and demand
significantly below or above our forecasts could adversely affect our
energy margins;
|
|
·
|
we
are subject to financial performance risks related to general economic
cycles and also related to heavy manufacturing industries such as
automotive and steel;
|
|
·
|
increases
in customer electric rates and the impact of the economic downturn may
lead to a greater amount of uncollectible customer
accounts;
|
|
·
|
the
goodwill of one or more of our operating subsidiaries may become impaired,
which would result in write-offs of the impaired
amounts;
|
|
·
|
we
face certain human resource risks associated with the availability of
trained and qualified labor to meet our future staffing
requirements;
|
|
·
|
significant
increases in our operation and maintenance expenses, including our health
care and pension costs, could adversely affect our future earnings and
liquidity;
|
|
·
|
our business
is subject to the risk that sensitive customer data may be compromised,
which could result in an adverse impact to our reputation and/or results
of operations;
|
|
·
|
acts
of war or terrorism could negatively impact our
business;
|
|
·
|
capital
improvements and construction projects may not be completed within
forecasted budget, schedule or scope
parameters;
|
|
·
|
changes
in technology may significantly affect our generation business by making
our generating facilities less
competitive;
|
|
·
|
we
may acquire assets that could present unanticipated issues for our
business in the future, which could adversely affect our ability to
realize anticipated benefits of those
acquisitions;
|
|
·
|
complex
and changing government regulations could have a negative impact on our
results of operations;
|
|
·
|
regulatory
changes in the electric industry, including a reversal, discontinuance or
delay of the present trend toward competitive markets, could affect our
competitive position and result in unrecoverable costs adversely affecting
our business and results of
operations;
|
|
·
|
the
prospect of rising rates could prompt legislative or regulatory action to
restrict or control such rate increases; this in turn could create
uncertainty affecting planning, costs and results of operations and may
adversely affect the utilities’ ability to recover their costs, maintain
adequate liquidity and address capital
requirements;
|
|
·
|
our
profitability is impacted by our affiliated companies’ continued
authorization to sell power at market-based
rates;
|
|
·
|
there
are uncertainties relating to our participation in
RTOs;
|
|
·
|
energy
conservation and energy price increases could negatively impact our
financial results;
|
|
·
|
our
business and activities are subject to extensive environmental
requirements and could be adversely affected by such
requirements;
|
|
·
|
costs
of compliance with environmental laws are significant, and the cost of
compliance with future environmental laws, including limitations on
GHG
emissions
could adversely affect cash flow and
profitability;
|
|
·
|
remediation
of environmental contamination at current or formerly owned
facilities;
|
|
·
|
availability
and cost of emission credits could materially impact our costs of
operations;
|
|
·
|
mandatory
renewable portfolio requirements could negatively affect our
costs;
|
|
·
|
we
are and may become subject to legal claims arising from the presence of
asbestos or other regulated substances at some of our
facilities;
|
|
·
|
the
continuing availability and operation of generating units is dependent on
retaining the necessary licenses, permits, and operating authority from
governmental entities, including the
NRC;
|
|
·
|
future
changes in financial accounting standards may affect our reported
financial results;
|
|
·
|
interest
rates and/or a credit rating downgrade could negatively affect our
financing costs, our ability to access capital and our requirement to post
collateral;
|
|
·
|
we
must rely on cash from our subsidiaries and any restrictions on our
utility subsidiaries’ ability to pay dividends or make cash payments to us
may adversely affect our financial
condition;
|
|
·
|
we
cannot assure common shareholders that future dividend payments will be
made, or if made, in what amounts they may be
paid;
|
|
·
|
disruptions
in the capital and credit markets may adversely affect our business,
including the availability and cost of short-term funds for liquidity
requirements, our ability to meet long-term commitments, our ability to
hedge effectively our generation portfolio, and the competitiveness and
liquidity of energy markets; each could adversely affect our results of
operations, cash flows and financial
condition;
|
|
·
|
questions
regarding the soundness of financial institutions or counterparties could
adversely affect us;
|
|
·
|
our
electric utility operating affiliates in Ohio are currently in the midst
of rate proceedings that have the potential to adversely affect our
financial condition.
|
Increase
(Decrease)
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2008 vs
2007
|
2007 vs
2006
|
||||||||||||||||
(In
millions, except per share amounts)
|
||||||||||||||||||||
Net
Income
|
||||||||||||||||||||
By Business
Segment:
|
||||||||||||||||||||
Energy
delivery services
|
$ | 833 | $ | 862 | $ | 893 | $ | (29 | ) | $ | (31 | ) | ||||||||
Competitive
energy services
|
472 | 495 | 393 | (23 | ) | 102 | ||||||||||||||
Ohio
transitional
generation services
|
83 | 103 | 112 | (20 | ) | (9 | ) | |||||||||||||
Other and
reconciling adjustments*
|
(46 | ) | (151 | ) | (144 | ) | 105 | (7 | ) | |||||||||||
Total
|
$ | 1,342 | $ | 1,309 | $ | 1,254 | $ | 33 | $ | 55 | ||||||||||
Basic Earnings
Per Share:
|
||||||||||||||||||||
Income from
continuing operations
|
$ | 4.41 | $ | 4.27 | $ | 3.85 | $ | 0.14 | $ | 0.42 | ||||||||||
Discontinued
operations
|
- | - | (0.01 | ) | - | 0.01 | ||||||||||||||
Basic earnings
per share
|
$ | 4.41 | $ | 4.27 | $ | 3.84 | $ | 0.14 | $ | 0.43 | ||||||||||
Diluted
Earnings Per Share:
|
||||||||||||||||||||
Income from
continuing operations
|
$ | 4.38 | $ | 4.22 | $ | 3.82 | $ | 0.16 | $ | 0.40 | ||||||||||
Discontinued
operations
|
- | - | (0.01 | ) | - | 0.01 | ||||||||||||||
Diluted
earnings per share
|
$ | 4.38 | $ | 4.22 | $ | 3.81 | $ | 0.16 | $ | 0.41 | ||||||||||
*
Consists primarily of interest expense related to holding company debt,
corporate support services revenues and expenses, and elimination of
intersegment
transactions.
|
Ohio
|
||||||||||||||||||||
Energy
|
Competitive
|
Transitional
|
Other
and
|
|||||||||||||||||
Delivery
|
Energy
|
Generation
|
Reconciling
|
FirstEnergy
|
||||||||||||||||
2008 Financial
Results
|
Services
|
Services
|
Services
|
Adjustments
|
Consolidated
|
|||||||||||||||
(In
millions)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
External
|
||||||||||||||||||||
Electric
|
$ | 8,540 | $ | 1,333 | $ | 2,820 | $ | - | $ | 12,693 | ||||||||||
Other
|
626 | 238 | 82 | (12 | ) | 934 | ||||||||||||||
Internal
|
- | 2,968 | - | (2,968 | ) | - | ||||||||||||||
Total
Revenues
|
9,166 | 4,539 | 2,902 | (2,980 | ) | 13,627 | ||||||||||||||
Expenses:
|
||||||||||||||||||||
Fuel
|
2 | 1,338 | - | - | 1,340 | |||||||||||||||
Purchased power
|
4,161 | 779 | 2,319 | (2,968 | ) | 4,291 | ||||||||||||||
Other operating expenses
|
1,648 | 1,142 | 374 | (122 | ) | 3,042 | ||||||||||||||
Provision for depreciation
|
417 | 243 | - | 17 | 677 | |||||||||||||||
Amortization of regulatory assets
|
1,002 | - | 51 | - | 1,053 | |||||||||||||||
Deferral of new regulatory assets
|
(329 | ) | - | 13 | - | (316 | ) | |||||||||||||
General taxes
|
640 | 109 | 6 | 23 | 778 | |||||||||||||||
Total
Expenses
|
7,541 | 3,611 | 2,763 | (3,050 | ) | 10,865 | ||||||||||||||
Operating
Income
|
1,625 | 928 | 139 | 70 | 2,762 | |||||||||||||||
Other Income
(Expense):
|
||||||||||||||||||||
Investment
income (loss)
|
170 | (34 | ) | 1 | (78 | ) | 59 | |||||||||||||
Interest expense
|
(410 | ) | (152 | ) | (1 | ) | (191 | ) | (754 | ) | ||||||||||
Capitalized interest
|
3 | 44 | - | 5 | 52 | |||||||||||||||
Total Other
Expense
|
(237 | ) | (142 | ) | - | (264 | ) | (643 | ) | |||||||||||
Income Before
Income Taxes
|
1,388 | 786 | 139 | (194 | ) | 2,119 | ||||||||||||||
Income
taxes
|
555 | 314 | 56 | (148 | ) | 777 | ||||||||||||||
Net
Income
|
$ | 833 | $ | 472 | $ | 83 | $ | (46 | ) | $ | 1,342 |
Ohio
|
||||||||||||||||||||
Energy
|
Competitive
|
Transitional
|
Other
and
|
|||||||||||||||||
Delivery
|
Energy
|
Generation
|
Reconciling
|
FirstEnergy
|
||||||||||||||||
2007 Financial Results
|
Services
|
Services
|
Services
|
Adjustments
|
Consolidated
|
|||||||||||||||
(In
millions)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
External
|
||||||||||||||||||||
Electric
|
$ | 8,069 | $ | 1,316 | $ | 2,559 | $ | - | $ | 11,944 | ||||||||||
Other
|
657 | 152 | 37 | 12 | 858 | |||||||||||||||
Internal
|
- | 2,901 | - | (2,901 | ) | - | ||||||||||||||
Total
Revenues
|
8,726 | 4,369 | 2,596 | (2,889 | ) | 12,802 | ||||||||||||||
Expenses:
|
||||||||||||||||||||
Fuel
|
5 | 1,173 | - | - | 1,178 | |||||||||||||||
Purchased
power
|
3,733 | 764 | 2,240 | (2,901 | ) | 3,836 | ||||||||||||||
Other
operating expenses
|
1,700 | 1,160 | 305 | (79 | ) | 3,086 | ||||||||||||||
Provision
for depreciation
|
404 | 204 | - | 30 | 638 | |||||||||||||||
Amortization
of regulatory assets
|
991 | - | 28 | - | 1,019 | |||||||||||||||
Deferral
of new regulatory assets
|
(371 | ) | - | (153 | ) | - | (524 | ) | ||||||||||||
General
taxes
|
623 | 107 | 4 | 20 | 754 | |||||||||||||||
Total
Expenses
|
7,085 | 3,408 | 2,424 | (2,930 | ) | 9,987 | ||||||||||||||
Operating
Income
|
1,641 | 961 | 172 | 41 | 2,815 | |||||||||||||||
Other
Income (Expense):
|
||||||||||||||||||||
Investment
income
|
240 | 16 | 1 | (137 | ) | 120 | ||||||||||||||
Interest
expense
|
(456 | ) | (172 | ) | (1 | ) | (146 | ) | (775 | ) | ||||||||||
Capitalized
interest
|
11 | 20 | - | 1 | 32 | |||||||||||||||
Total
Other Expense
|
(205 | ) | (136 | ) | - | (282 | ) | (623 | ) | |||||||||||
Income
Before Income Taxes
|
1,436 | 825 | 172 | (241 | ) | 2,192 | ||||||||||||||
Income
taxes
|
574 | 330 | 69 | (90 | ) | 883 | ||||||||||||||
Net
Income
|
$ | 862 | $ | 495 | $ | 103 | $ | (151 | ) | $ | 1,309 | |||||||||
Changes
Between 2008 and
|
||||||||||||||||||||
2007 Financial Results - Increase
(Decrease)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
External
|
||||||||||||||||||||
Electric
|
$ | 471 | $ | 17 | $ | 261 | $ | - | $ | 749 | ||||||||||
Other
|
(31 | ) | 86 | 45 | (24 | ) | 76 | |||||||||||||
Internal
|
- | 67 | - | (67 | ) | - | ||||||||||||||
Total
Revenues
|
440 | 170 | 306 | (91 | ) | 825 | ||||||||||||||
Expenses:
|
||||||||||||||||||||
Fuel
|
(3 | ) | 165 | - | - | 162 | ||||||||||||||
Purchased
power
|
428 | 15 | 79 | (67 | ) | 455 | ||||||||||||||
Other
operating expenses
|
(52 | ) | (18 | ) | 69 | (43 | ) | (44 | ) | |||||||||||
Provision
for depreciation
|
13 | 39 | - | (13 | ) | 39 | ||||||||||||||
Amortization
of regulatory assets
|
11 | - | 23 | - | 34 | |||||||||||||||
Deferral
of new regulatory assets
|
42 | - | 166 | - | 208 | |||||||||||||||
General
taxes
|
17 | 2 | 2 | 3 | 24 | |||||||||||||||
Total
Expenses
|
456 | 203 | 339 | (120 | ) | 878 | ||||||||||||||
Operating
Income
|
(16 | ) | (33 | ) | (33 | ) | 29 | (53 | ) | |||||||||||
Other
Income (Expense):
|
||||||||||||||||||||
Investment
income (loss)
|
(70 | ) | (50 | ) | - | 59 | (61 | ) | ||||||||||||
Interest
expense
|
46 | 20 | - | (45 | ) | 21 | ||||||||||||||
Capitalized
interest
|
(8 | ) | 24 | - | 4 | 20 | ||||||||||||||
Total
Other Income (Expense)
|
(32 | ) | (6 | ) | - | 18 | (20 | ) | ||||||||||||
Income
Before Income Taxes
|
(48 | ) | (39 | ) | (33 | ) | 47 | (73 | ) | |||||||||||
Income
taxes
|
(19 | ) | (16 | ) | (13 | ) | (58 | ) | (106 | ) | ||||||||||
Net
Income
|
$ | (29 | ) | $ | (23 | ) | $ | (20 | ) | $ | 105 | $ | 33 |
|
Energy
Delivery Services – 2008 Compared to
2007
|
Revenues by Type of Service
|
2008
|
2007
|
Increase
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Distribution
services
|
$ | 3,882 | $ | 3,909 | $ | (27 | ) | |||
Generation
sales:
|
||||||||||
Retail
|
3,315 | 3,145 | 170 | |||||||
Wholesale
|
951 | 687 | 264 | |||||||
Total
generation sales
|
4,266 | 3,832 | 434 | |||||||
Transmission
|
836 | 785 | 51 | |||||||
Other
|
182 | 200 | (18 | ) | ||||||
Total Revenues
|
$ | 9,166 | $ | 8,726 | $ | 440 |
Electric Distribution KWH
Deliveries
|
||||
Residential
|
(0.9 | ) % | ||
Commercial
|
(0.9 | ) % | ||
Industrial
|
(3.9 | ) % | ||
Total
Distribution KWH Deliveries
|
(1.9 | ) % |
Increase
|
||||
Sources of Change in Generation
Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect
of 2.2% decrease in sales volumes
|
$ | (69 | ) | |
Change
in prices
|
239 | |||
170 | ||||
Wholesale:
|
||||
Effect
of 1.2% decrease in sales volumes
|
(8 | ) | ||
Change
in prices
|
272 | |||
264 | ||||
Net
Increase in Generation Revenues
|
$ | 434 |
|
·
|
Purchased
power costs were $428
million higher in
2008 due to higher unit costs and a decrease in the amount of NUG costs
deferred. The increased unit costs primarily reflected the effect of
higher JCP&L costs resulting from the BGS auction process. JCP&L
is permitted to defer for future collection from customers the amounts by
which its costs of supplying BGS to non-shopping customers and costs
incurred under NUG agreements exceed amounts collected through BGS and
NUGC rates and market sales of NUG energy and capacity. The following
table summarizes the sources of changes in purchased power
costs:
|
Source of Change in Purchased
Power
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchases
from non-affiliates:
|
||||
Change due to increased unit
costs
|
$ | 456 | ||
Change due to decreased
volumes
|
(113 | ) | ||
343 | ||||
Purchases
from FES:
|
||||
Change due to decreased unit
costs
|
(18 | ) | ||
Change due to decreased
volumes
|
(10 | ) | ||
(28 | ) | |||
Decrease
in NUG costs deferred
|
113 | |||
Net
Increase in Purchased Power Costs
|
$ | 428 |
|
·
|
Other
operating expenses decreased $52
million due
primarily to:
|
|
-
|
a
$15
million
decrease for contractor costs associated with vegetation management
activities, as more of that work performed in 2008 related to capital
projects;
|
|
-
|
a
$13 million decrease in uncollectible expense due primarily to the
recognition of higher uncollectible reserves in 2007 and enhanced
collection processes in 2008;
|
|
-
|
lower
labor costs charged to operating expense of $12 million, as a greater
proportion of labor was devoted to capital-related projects in 2008;
and
|
|
-
|
a
$6 million decline in regulatory program costs, including customer
rebates.
|
|
·
|
Amortization
of regulatory assets increased $11 million due to higher transition
cost amortization for the Ohio Companies, partially offset by decreases at
JCP&L for regulatory assets that were fully recovered at the end of
2007 and in the first half of 2008.
|
|
·
|
The
deferral of new regulatory assets during 2008 was $42 million lower
primarily due to the absence of the one-time deferral in 2007 of
decommissioning costs related to the Saxton nuclear research facility
($27 million) and lower PJM transmission cost deferrals ($32 million)
offset by increased societal benefit deferrals
($15 million).
|
|
·
|
Higher
depreciation expense of $13 million resulted from additional capital
projects placed in service since
2007.
|
|
·
|
General
taxes increased $17 million due to higher gross receipts taxes,
property taxes and payroll taxes.
|
Revenues by Type of Service
|
2008
|
2007
|
Increase
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Non-Affiliated
Generation Sales:
|
||||||||||
Retail
|
$ | 615 | $ | 712 | $ | (97 | ) | |||
Wholesale
|
717 | 603 | 114 | |||||||
Total
Non-Affiliated Generation Sales
|
1,332 | 1,315 | 17 | |||||||
Affiliated
Generation Sales
|
2,968 | 2,901 | 67 | |||||||
Transmission
|
150 | 103 | 47 | |||||||
Other
|
89 | 50 | 39 | |||||||
Total Revenues
|
$ | 4,539 | $ | 4,369 | $ | 170 |
Increase
|
||||
Source
of Change in Non-Affiliated Generation Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect of 15.8% decrease in
sales volumes
|
$ | (113 | ) | |
Change in prices
|
16 | |||
(97 | ) | |||
Wholesale:
|
||||
Effect of 3.8% increase in sales
volumes
|
23 | |||
Change in prices
|
91 | |||
114 | ||||
Net
Increase in Non-Affiliated Generation Revenues
|
$ | 17 |
Increase
|
||||
Source
of Change in Affiliated Generation Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Ohio
Companies:
|
||||
Effect of 1.5% decrease in sales
volumes
|
$ | (34 | ) | |
Change in prices
|
129 | |||
95 | ||||
Pennsylvania
Companies:
|
||||
Effect of 1.5% decrease in sales
volumes
|
(10 | ) | ||
Change in prices
|
(18 | ) | ||
(28 | ) | |||
Net
Increase in Affiliated Generation Revenues
|
$ | 67 |
|
·
|
Fossil
fuel costs increased $155 million due to higher unit prices
($163 million) partially offset by lower generation volume
($8 million). The increased unit prices primarily reflect increased
rates for existing eastern coal contracts, higher transportation
surcharges, and emission allowance costs in 2008. Nuclear fuel expense was
$10 million higher as nuclear generation increased in
2008.
|
|
·
|
Purchased
power costs increased $15 million due primarily to higher spot market
and capacity prices, partially offset by reduced volume
requirements.
|
|
·
|
Fossil
operating costs decreased $22 million due to a gain on the sale of a
coal contract in the fourth quarter of 2008 ($20 million), reduced
scheduled outage activity ($17 million) and increased gains from
emission allowance sales ($7 million), partially offset by costs
associated with a cancelled electro-catalytic oxidation project
($13 million) and a $7 million increase in labor
costs.
|
|
·
|
Transmission
expense decreased $35 million due to reduced congestion
costs.
|
|
·
|
Other
operating costs increased $39 million due primarily to the assignment
of CEI’s and TE’s leasehold interests in the Bruce Mansfield Plant to FGCO
in the fourth quarter of 2007 ($31 million) and reduced life
insurance investment values, partially offset by lower associated company
billings and employee benefit
costs.
|
·
|
Higher
depreciation expenses of $39 million were due to the assignment of
the Bruce Mansfield Plant leasehold interests to FGCO, and NGC’s purchase
of certain lessor equity interests in Perry and Beaver Valley Unit
2.
|
Revenues by Type of Service
|
2008
|
2007
|
Increase
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Generation
sales:
|
||||||||||
Retail
|
$ | 2,453 | $ | 2,248 | $ | 205 | ||||
Wholesale
|
11 | 7 | 4 | |||||||
Total
generation sales
|
2,464 | 2,255 | 209 | |||||||
Transmission
|
431 | 333 | 98 | |||||||
Other
|
7 | 8 | (1 | ) | ||||||
Total Revenues
|
$ | 2,902 | $ | 2,596 | $ | 306 |
Source
of Change in Generation Revenues
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect of 1.6% decrease in sales
volumes
|
$ | (37 | ) | |
Change in prices
|
242 | |||
Net
Increase in Retail Generation Revenues
|
$ | 205 |
Increase
|
||||
Source of Change in Purchased
Power
|
(Decrease)
|
|||
(In
millions)
|
||||
Purchases
from non-affiliates:
|
||||
Change due to unit
costs
|
$ | - | ||
Change due to decreased
volumes
|
(15 | ) | ||
(15 | ) | |||
Purchases
from FES:
|
||||
Change due to increased unit
costs
|
128 | |||
Change due to decreased
volumes
|
(34 | ) | ||
94 | ||||
Net
Increase in Purchased Power Costs
|
$ | 79 |
Ohio
|
||||||||||||||||||||
Energy
|
Competitive
|
Transitional
|
Other
and
|
|||||||||||||||||
Delivery
|
Energy
|
Generation
|
Reconciling
|
FirstEnergy
|
||||||||||||||||
2006 Financial Results
|
Services
|
Services
|
Services
|
Adjustments
|
Consolidated
|
|||||||||||||||
(In
millions)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
External
|
||||||||||||||||||||
Electric
|
$ | 7,039 | $ | 1,266 | $ | 2,366 | $ | - | $ | 10,671 | ||||||||||
Other
|
584 | 163 | 24 | 59 | 830 | |||||||||||||||
Internal
|
14 | 2,609 | - | (2,623 | ) | - | ||||||||||||||
Total
Revenues
|
7,637 | 4,038 | 2,390 | (2,564 | ) | 11,501 | ||||||||||||||
Expenses:
|
||||||||||||||||||||
Fuel and purchased power
|
3,015 | 1,812 | 2,050 | (2,624 | ) | 4,253 | ||||||||||||||
Other operating expenses
|
1,585 | 1,138 | 247 | (5 | ) | 2,965 | ||||||||||||||
Provision for depreciation
|
379 | 190 | - | 27 | 596 | |||||||||||||||
Amortization of regulatory assets
|
841 | - | 20 | - | 861 | |||||||||||||||
Deferral of new regulatory assets
|
(375 | ) | - | (125 | ) | - | (500 | ) | ||||||||||||
General taxes
|
599 | 90 | 10 | 21 | 720 | |||||||||||||||
Total
Expenses
|
6,044 | 3,230 | 2,202 | (2,581 | ) | 8,895 | ||||||||||||||
Operating
Income
|
1,593 | 808 | 188 | 17 | 2,606 | |||||||||||||||
Other
Income (Expense):
|
||||||||||||||||||||
Investment income
|
328 | 35 | - | (214 | ) | 149 | ||||||||||||||
Interest expense
|
(431 | ) | (200 | ) | (1 | ) | (89 | ) | (721 | ) | ||||||||||
Capitalized interest
|
14 | 12 | - | - | 26 | |||||||||||||||
Subsidiaries' preferred stock dividends
|
(16 | ) | - | - | 9 | (7 | ) | |||||||||||||
Total
Other Expense
|
(105 | ) | (153 | ) | (1 | ) | (294 | ) | (553 | ) | ||||||||||
Income
From Continuing Operations Before
|
||||||||||||||||||||
Income Taxes
|
1,488 | 655 | 187 | (277 | ) | 2,053 | ||||||||||||||
Income
taxes
|
595 | 262 | 75 | (137 | ) | 795 | ||||||||||||||
Income
from continuing operations
|
893 | 393 | 112 | (140 | ) | 1,258 | ||||||||||||||
Discontinued
operations
|
- | - | - | (4 | ) | (4 | ) | |||||||||||||
Net
Income
|
$ | 893 | $ | 393 | $ | 112 | $ | (144 | ) | $ | 1,254 | |||||||||
Changes
Between 2007 and
|
||||||||||||||||||||
2006 Financial Results - Increase
(Decrease)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
External
|
||||||||||||||||||||
Electric
|
$ | 1,030 | $ | 50 | $ | 193 | $ | - | $ | 1,273 | ||||||||||
Other
|
73 | (11 | ) | 13 | (47 | ) | 28 | |||||||||||||
Internal
|
(14 | ) | 292 | - | (278 | ) | - | |||||||||||||
Total
Revenues
|
1,089 | 331 | 206 | (325 | ) | 1,301 | ||||||||||||||
Expenses:
|
||||||||||||||||||||
Fuel and purchased power
|
723 | 125 | 190 | (277 | ) | 761 | ||||||||||||||
Other operating expenses
|
115 | 22 | 58 | (74 | ) | 121 | ||||||||||||||
Provision for depreciation
|
25 | 14 | - | 3 | 42 | |||||||||||||||
Amortization of regulatory assets
|
150 | - | 8 | - | 158 | |||||||||||||||
Deferral of new regulatory assets
|
4 | - | (28 | ) | - | (24 | ) | |||||||||||||
General taxes
|
24 | 17 | (6 | ) | (1 | ) | 34 | |||||||||||||
Total
Expenses
|
1,041 | 178 | 222 | (349 | ) | 1,092 | ||||||||||||||
Operating
Income
|
48 | 153 | (16 | ) | 24 | 209 | ||||||||||||||
Other
Income (Expense):
|
||||||||||||||||||||
Investment income
|
(88 | ) | (19 | ) | 1 | 77 | (29 | ) | ||||||||||||
Interest expense
|
(25 | ) | 28 | - | (57 | ) | (54 | ) | ||||||||||||
Capitalized interest
|
(3 | ) | 8 | - | 1 | 6 | ||||||||||||||
Subsidiaries' preferred stock dividends
|
16 | - | - | (9 | ) | 7 | ||||||||||||||
Total
Other Income (Expense)
|
(100 | ) | 17 | 1 | 12 | (70 | ) | |||||||||||||
Income
From Continuing Operations Before
|
||||||||||||||||||||
Income Taxes
|
(52 | ) | 170 | (15 | ) | 36 | 139 | |||||||||||||
Income
taxes
|
(21 | ) | 68 | (6 | ) | 47 | 88 | |||||||||||||
Income
from continuing operations
|
(31 | ) | 102 | (9 | ) | (11 | ) | 51 | ||||||||||||
Discontinued
operations
|
- | - | - | 4 | 4 | |||||||||||||||
Net
Income
|
$ | (31 | ) | $ | 102 | $ | (9 | ) | $ | (7 | ) | $ | 55 |
|
Energy
Delivery Services – 2007 Compared to
2006
|
Revenues by Type of Service
|
2007
|
2006
|
Increase
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Distribution
services
|
$ | 3,909 | $ | 3,849 | $ | 60 | ||||
Generation
sales:
|
||||||||||
Retail
|
3,145 | 2,774 | 371 | |||||||
Wholesale
|
687 | 247 | 440 | |||||||
Total
generation sales
|
3,832 | 3,021 | 811 | |||||||
Transmission
|
785 | 561 | 224 | |||||||
Other
|
200 | 206 | (6 | ) | ||||||
Total Revenues
|
$ | 8,726 | $ | 7,637 | $ | 1,089 |
Electric Distribution KWH
Deliveries
|
||||
Residential
|
4.3 | % | ||
Commercial
|
3.7 | % | ||
Industrial
|
(0.2 | )% | ||
Net
Increase in Distribution KWH Deliveries
|
2.6 | % |
Sources
of Change in Generation Sales Revenues
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect
of 1.7% decrease in sales volumes
|
$ | (48 | ) | |
Change
in prices
|
419 | |||
371 | ||||
Wholesale:
|
||||
Effect
of 120% increase in sales volumes
|
297 | |||
Change
in prices
|
143 | |||
440 | ||||
Net
Increase in Generation Sales Revenues
|
$ | 811 |
|
·
|
Purchased
power costs were $723
million higher in
2007 due to increases in both unit costs and volumes purchased. The
increased unit costs reflected the effect of higher JCP&L costs
resulting from the BGS auction process. The increased volumes purchased in
2007 resulted primarily from Met-Ed’s and Penelec’s higher sales to the
PJM wholesale market. The following table summarizes the
sources of changes in purchased power
costs:
|
Sources
of Change in Purchased Power
|
Increase
|
|||
(In
millions)
|
||||
Purchased
Power:
|
||||
Change
due to increased unit costs
|
$ | 349 | ||
Change
due to increased volume
|
248 | |||
Decrease
in NUG costs deferred
|
126 | |||
Net
Increase in Purchased Power Costs
|
$ | 723 |
|
·
|
Other
operating expenses increased $115
million primarily
due to the net effects of:
|
|
-
|
an
increase of $101
million in MISO and
PJM transmission expenses, resulting primarily from higher congestion
costs; and
|
|
-
|
an
increase in operation and maintenance expenses of $19
million primarily
due to increased labor, contractor costs and materials devoted to
maintenance projects in 2007.
|
|
·
|
Amortization
of regulatory assets increased $150
million compared to
2006 due primarily to recovery of deferred BGS costs through higher NUGC
rates for JCP&L (as discussed above), recovery of deferred non-NUG
stranded costs through application of CTC revenues for Met-Ed and higher
transition cost amortization for the Ohio
Companies.
|
|
·
|
The
deferral of new regulatory assets during 2007 was $4 million less in
2007 than in 2006 primarily due to $46 million of lower PJM
transmission cost deferrals, partially offset by the deferral of
previously expensed decommissioning costs of $27
million related to
the Saxton nuclear research facility (see “Regulatory Matters –
Pennsylvania”) and increased carrying charges earned on the Ohio
Companies’ RCP distribution deferrals of
$11 million.
|
|
·
|
Depreciation
expense increased $25 million and general taxes increased $24 million
due primarily to property additions since
2006.
|
|
·
|
Other
expenses increased $100
million in 2007
compared to 2006 primarily due to lower investment income of $88
million resulting
from the repayment of notes receivable from affiliates since 2006, and
increased interest expense of $25
million related to
new debt issuances by CEI, JCP&L and Penelec. These increased costs
were partially offset by the absence of $16 million of preferred
stock dividends paid in 2006.
|
Increase
|
||||||||||
Revenues by Type of Service
|
2007
|
2006
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Non-Affiliated
Generation Sales:
|
||||||||||
Retail
|
$ | 712 | $ | 590 | $ | 122 | ||||
Wholesale
|
603 | 676 | (73 | ) | ||||||
Total
Non-Affiliated Generation Sales
|
1,315 | 1,266 | 49 | |||||||
Affiliated
Generation Sales
|
2,901 | 2,609 | 292 | |||||||
Transmission
|
103 | 120 | (17 | ) | ||||||
Other
|
50 | 43 | 7 | |||||||
Total Revenues
|
$ | 4,369 | $ | 4,038 | $ | 331 |
Increase
|
||||
Source
of Change in Non-Affiliated Generation Sales
|
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect of 10.8% increase in
sales volumes
|
$ | 63 | ||
Change in prices
|
59 | |||
122 | ||||
Wholesale:
|
||||
Effect of 22.7% decrease in
sales volumes
|
(154 | ) | ||
Change in prices
|
81 | |||
(73 | ) | |||
Net
Increase in Non-Affiliated Generation Sales
|
$ | 49 |
Source
of Change in Affiliated Generation Sales
|
Increase
|
|||
(In
millions)
|
||||
Ohio
Companies:
|
||||
Effect of 3.4% increase in sales
volumes
|
$ | 68 | ||
Change in prices
|
118 | |||
186 | ||||
Pennsylvania
Companies:
|
||||
Effect of 14.9% increase in
sales volumes
|
87 | |||
Change in prices
|
19 | |||
106 | ||||
Increase
in Affiliated Generation Sales
|
$ | 292 |
|
·
|
Purchased
power costs increased $159 million due principally to higher volumes
for replacement power related to the forced outages at the Bruce Mansfield
and Perry Plants and costs associated with the new capacity market in PJM
($25 million).
|
|
·
|
Fossil
generation operating costs were $66 million higher due to the absence
of gains from the sale of emissions allowances recognized in 2006 ($27
million) and increased costs related to scheduled and forced maintenance
outages during 2007.
|
|
·
|
Lease
expenses increased $55 million primarily due to intercompany billings
associated with the assignment of CEI’s and TE’s leasehold interests in
the Bruce Mansfield Plant to FGCO and the Bruce Mansfield Unit 1 sale
and leaseback transaction completed in
2007.
|
|
·
|
Depreciation
expenses were $14 million higher due to property additions since
2006.
|
|
·
|
General
taxes were $17 million higher as a result of increased gross receipts
taxes and property taxes.
|
|
·
|
Fuel
costs were $34 million lower primarily due to reduced coal costs and
emission allowance costs, offset by increases in nuclear fuel and natural
gas costs. Coal costs were reduced due to $38 million of reduced coal
consumption reflecting lower generation. Reduced emission allowance costs
($19 million) were partially offset by increased natural gas costs
($7 million) due to increased consumption and nuclear fuel costs
($15 million) due to increased consumption and higher
prices.
|
|
·
|
Nuclear
generation operating costs were $72 million lower due to fewer
outages in 2007 compared to 2006 and reduced employee benefit
costs.
|
|
·
|
MISO
transmission expense decreased by $32 million from 2006 due primarily
to a one-time resettlement of costs from generation providers to load
serving entities.
|
|
·
|
Total
other expense in 2007 was $17
million lower than
in 2006 primarily due to lower interest expense, partially offset by
decreased earnings on nuclear decommissioning trust
investments.
|
Revenues by Type of
Service
|
2007
|
2006
|
Increase
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Generation
sales:
|
||||||||||
Retail
|
$ | 2,248 | $ | 2,095 | $ | 153 | ||||
Wholesale
|
7 | 13 | (6 | ) | ||||||
Total
generation sales
|
2,255 | 2,108 | 147 | |||||||
Transmission
|
333 | 280 | 53 | |||||||
Other
|
8 | 2 | 6 | |||||||
Total Revenues
|
$ | 2,596 | $ | 2,390 | $ | 206 |
Source of Change in Generation Sales
Revenues
|
Increase
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect of 3.9% increase in sales
volumes
|
$ | 82 | ||
Change in prices
|
71 | |||
Total
Increase in Retail Generation Sales Revenues
|
$ | 153 |
Source of Change in Purchased
Power
|
Increase
|
|||
(In
millions)
|
||||
Purchases
from non-affiliates:
|
||||
Change due to unit
costs
|
$ | - | ||
Change due to volume
purchased
|
4 | |||
4 | ||||
Purchases
from FES:
|
||||
Change due to increased unit
costs
|
114 | |||
Change due to volume
purchased
|
72 | |||
186 | ||||
Total
Increase in Purchased Power Costs
|
$ | 190 |
Discontinued Operations (Net of
tax)
|
2006
|
|||
(In
millions)
|
||||
Gain
on sale – FSG subsidiaries
|
$ | 2 | ||
Reclassification
of operating (loss) income
|
||||
to discontinued
operations:
|
||||
FSG subsidiaries
|
(8 | ) | ||
MYR
|
2 | |||
Loss
from discontinued operations
|
$ | (4 | ) |
Postretirement Benefits Costs
(Credits)
|
2008
|
2007
|
2006
|
||||||||
(In
millions)
|
|||||||||||
Pension
|
$ | (23 | ) | $ | 7 | $ | 45 | ||||
OPEB
|
(37 | ) | (41 | ) | 48 | ||||||
Total
|
$ | (60 | ) | $ | (34 | ) | $ | 93 |
Company
|
Type
|
Maturity
|
Commitment
|
Available
Liquidity as of
January 31, 2009
|
||||||||
(In
millions)
|
||||||||||||
FirstEnergy
(1)
|
Revolving
|
Aug.
2012
|
$ | 2,750 | $ | 405 | ||||||
FirstEnergy
and FES
|
Revolving
|
May
2009
|
300 | 300 | ||||||||
FirstEnergy
|
Bank
lines
|
Various
(2)
|
120 | 20 | ||||||||
FGCO
|
Term
loan
|
Oct.
2009
(3)
|
300 | 300 | ||||||||
Ohio
and Pennsylvania Companies
|
Receivables
financing
|
Various
(4)
|
550 | 469 | ||||||||
Subtotal
|
$ | 4,020 | $ | 1,494 | ||||||||
Cash
|
- | 1,110 | ||||||||||
Total
|
$ | 4,020 | $ | 2,604 |
(1)
FirstEnergy Corp. and subsidiary borrowers.
(2)
$100 million matures November 30, 2009; $20 million
uncommitted line of credit with no maturity date.
(3)
Drawn amounts are payable within 30 days and may not be
re-borrowed.
(4)
$370 million expires February 22, 2010;
$180 million expires December 18,
2009.
|
Aggregate
LOC
|
|||||||
Amount
(5)
|
Reimbursements
of
|
||||||
LOC Bank
|
(In millions)
|
LOC Termination Date
|
LOC Draws Due
|
||||
Barclays
Bank
(1)
|
$ | 149 |
June
2009
|
June
2009
|
|||
Bank
of America
(1)
(2)
|
101 |
June
2009
|
June
2009
|
||||
The
Bank of Nova Scotia
(1)
|
255 |
Beginning
June 2010
|
Shorter
of 6 months or
LOC termination date
|
||||
The
Royal Bank of Scotland
(1)
|
131 |
June
2012
|
6
months
|
||||
KeyBank
(1)
(3)
|
266 |
June
2010
|
6
months
|
||||
Wachovia
Bank
(6)
|
591 |
March
2009
|
March
2009
|
||||
Barclays
Bank
(4)
|
528 |
Beginning
December 2010
|
30
days
|
||||
PNC
Bank
|
70 |
Beginning
December 2010
|
180
days
|
||||
Total
|
$ | 2,091 | |||||
(1)
Due dates for reimbursements of LOC draws for these banks were
extended in October 2008 from 30
days or less to the dates indicated.
(2)
Supported by 2 participating banks, with each having 50% of the
total commitment.
(3)
Supported by 4 participating banks, with the LOC bank having 62% of
the total commitment.
(4)
Supported by 18 participating banks, with no one bank having more
than 14% of the total commitment.
(5)
Includes approximately $21 million of applicable interest
coverage.
(6)
On February 12, 2009, $153 million was renewed, with
termination in March 2014.
|
2008
|
2007
|
2006
|
||||||||||
Net
income
|
$ | 1,342 | $ | 1,309 | $ | 1,254 | ||||||
Non-cash
charges
|
1,405 | 670 | 783 | |||||||||
Pension
trust contribution*
|
- | (300 | ) | 90 | ||||||||
Working
capital and other
|
(528 | ) | 15 | (188 | ) | |||||||
$ | 2,219 | $ | 1,694 | $ | 1,939 | |||||||
*
The $90 million cash inflow in 2006 represents reduced income taxes paid
in 2006
relating
to the $300 million pension trust contribution made in January
2007.
|
Securities
Issued or
|
||||||||||||
Redeemed / Repurchased
|
2008
|
2007
|
2006
|
|||||||||
(In
millions)
|
||||||||||||
New
issues
|
||||||||||||
First
mortgage bonds
|
$ | 592 | $ | - | $ | - | ||||||
Pollution
control notes
|
692 | 427 | 1,157 | |||||||||
Senior
secured notes
|
- | - | 382 | |||||||||
Unsecured
notes
|
83 | 1,093 | 1,192 | |||||||||
$ | 1,367 | $ | 1,520 | $ | 2,731 | |||||||
Redemptions /
Repurchases
|
||||||||||||
First
mortgage bonds
|
$ | 126 | $ | 293 | $ | 41 | ||||||
Pollution
control notes
|
698 | 436 | 1,189 | |||||||||
Senior
secured notes
|
35 | 188 | 182 | |||||||||
Unsecured
notes
|
175 | 153 | 1,100 | |||||||||
Common
stock
|
- | 969 | 600 | |||||||||
Preferred
stock
|
- | - | 193 | |||||||||
$ | 1,034 | $ | 2,039 | $ | 3,305 | |||||||
Short-term
borrowings (repayments), net
|
$ | 1,494 | $ | (205 | ) | $ | 386 |
Borrower
|
||||
FirstEnergy
(1)
|
63.0 | % | ||
FES
|
56.7 | % | ||
OE
|
48.6 | % | ||
Penn
|
20.2 | % | ||
CEI
|
55.1 | % | ||
TE
|
46.1 | % | ||
JCP&L
|
32.5 | % | ||
Met-Ed
|
44.6 | % | ||
Penelec
|
52.8 | % |
(1)
As of December 31, 2008, FirstEnergy could issue additional
debt of
approximately $1.3 billion or recognize a reduction in equity
of
approximately $700 million, and remain within the limitations of
the
financial covenants required by its revolving credit
facility.
|
Issuer
|
Securities
|
S&P
|
Moody’s
|
|||
FirstEnergy
|
Senior
unsecured
|
BBB-
|
Baa3
|
|||
FES
|
Senior
unsecured
|
BBB
|
Baa2
|
|||
OE
|
Senior
secured
|
BBB+
|
Baa1
|
|||
Senior
unsecured
|
BBB
|
Baa2
|
||||
Penn
|
Senior
secured
|
A-
|
Baa1
|
|||
CEI
|
Senior
secured
|
BBB+
|
Baa2
|
|||
Senior
unsecured
|
BBB
|
Baa3
|
||||
TE
|
Senior
unsecured
|
BBB
|
Baa3
|
|||
JCP&L
|
Senior
unsecured
|
BBB
|
Baa2
|
|||
Met-Ed
|
Senior
unsecured
|
BBB
|
Baa2
|
|||
Penelec
|
Senior
unsecured
|
BBB
|
Baa2
|
Summary
of Cash Flows Provided from
|
Property
|
||||||||||||
(Used for) Investing
Activities
|
Additions
|
Investments
|
Other
|
Total
|
|||||||||
Sources
(Uses)
|
(In
millions)
|
||||||||||||
2008
|
|||||||||||||
Energy
delivery services
|
$ | (839 | ) | $ | (41 | ) | $ | (17 | ) | $ | (897 | ) | |
Competitive
energy services
|
(1,835 | ) | (14 | ) | (56 | ) | (1,905 | ) | |||||
Other
|
(176 | ) | 106 | (61 | ) | (131 | ) | ||||||
Inter-Segment
reconciling items
|
(38 | ) | (12 | ) | - | (50 | ) | ||||||
Total
|
$ | (2,888 | ) | $ | 39 | $ | (134 | ) | $ | (2,983 | ) | ||
2007
|
|||||||||||||
Energy
delivery services
|
$ | (814 | ) | $ | 53 | $ | (6 | ) | $ | (767 | ) | ||
Competitive
energy services
|
(740 | ) | 1,300 | - | 560 | ||||||||
Other
|
(21 | ) | 2 | (14 | ) | (33 | ) | ||||||
Inter-Segment
reconciling items
|
(58 | ) | (15 | ) | - | (73 | ) | ||||||
Total
|
$ | (1,633 | ) | $ | 1,340 | $ | (20 | ) | $ | (313 | ) | ||
2006
|
|||||||||||||
Energy
delivery services
|
$ | (629 | ) | $ | 142 | $ | (5 | ) | $ | (492 | ) | ||
Competitive
energy services
|
(644 | ) | 34 | (40 | ) | (650 | ) | ||||||
Other
|
(4 | ) | 102 | (18 | ) | 80 | |||||||
Inter-Segment
reconciling items
|
(38 | ) | (9 | ) | - | (47 | ) | ||||||
Total
|
$ | (1,315 | ) | $ | 269 | $ | (63 | ) | $ | (1,109 | ) |
20
10-
|
20
12-
|
|||||||||||||||
Contractual Obligations
|
Total
|
2009
|
2011
|
2013
|
Thereafter
|
|||||||||||
(In
millions)
|
||||||||||||||||
Long-term
debt
|
$ | 11,585 | $ | 323 | $ | 1,899 | $ | 667 | $ | 8,696 | ||||||
Short-term
borrowings
|
2,397 | 2,397 | - | - | - | |||||||||||
Interest
on long-term debt
(
1)
|
8,915 | 646 | 1,243 | 1,026 | 6,000 | |||||||||||
Operating
leases
(
2)
|
3,457 | 203 | 349 | 413 | 2,492 | |||||||||||
Fuel
and purchased power
(
3)
|
21,055 | 3,294 | 6,403 | 4,729 | 6,629 | |||||||||||
Capital
expenditures
|
1,120 | 454 | 554 | 101 | 11 | |||||||||||
Pension
funding
|
1,123 | - | 101 | 463 | 559 | |||||||||||
Other
(
4)
|
272 | 8 | 4 | 120 | 140 | |||||||||||
Total
|
$ | 49,924 | $ | 7,325 | $ | 10,553 | $ | 7,519 | $ | 24,527 |
|
(1)
|
Interest
on variable-rate debt based on rates as of December 31,
2008.
|
|
(2)
|
See
Note 6 to the consolidated financial
statements.
|
|
(3)
|
Amounts
under contract with fixed or minimum quantities based on estimated annual
requirements.
|
|
(4)
|
Includes
amounts for capital leases (see Note 6) and contingent tax
liabilities (see Note 9).
|
Maximum
|
||||
Guarantees
and Other Assurances
|
Exposure
|
|||
(In
millions)
|
||||
FirstEnergy
Guarantees of Subsidiaries
|
||||
Energy
and Energy-Related Contracts
(1)
|
$ | 408 | ||
LOC
(long-term debt) – interest coverage
(2)
|
6 | |||
Other
(3)
|
752 | |||
1,166 | ||||
Subsidiaries’
Guarantees
|
||||
Energy
and Energy-Related Contracts
|
78 | |||
LOC
(long-term debt) – interest coverage
(2)
|
10 | |||
FES’
guarantee of FGCO’s sale and leaseback obligations
|
2,552 | |||
2,640 | ||||
Surety
Bonds
|
95 | |||
LOC
(long-term debt) – interest coverage
(2)
|
5 | |||
LOC
(non-debt)
(4)(5)
|
462 | |||
562 | ||||
Total
Guarantees and Other Assurances
|
$ | 4,368 |
|
(1)
|
Issued
for open-ended terms, with a 10-day termination right by
FirstEnergy.
|
|
(2)
|
Reflects
the interest coverage portion of LOCs issued in support of
floating-rate
PCRBs with various maturities. The principal amount of
floating-rate
PCRBs of $2.1 billion is reflected as debt on
FirstEnergy’s
consolidated balance sheets.
|
|
(3)
|
Includes
guarantees of $300 million for OVEC obligations and
$80 million
for nuclear decommissioning funding assurances. Also
includes
$300 million for a Credit Suisse credit facility for FGCO that
is
guaranteed by both FirstEnergy and
FES.
|
|
(4)
|
Includes
$37 million issued for various terms pursuant to LOC
capacity
available under FirstEnergy’s revolving credit
facility.
|
|
(5)
|
Includes
approximately $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.
|
Collateral Provisions
|
FES
|
Utilities
|
Total
|
|||||||
(In
million)
|
||||||||||
Credit
rating downgrade to
below
investment grade
|
$ | 266 | $ | 259 | $ | 525 | ||||
Material
adverse event
|
54 | 6 | 60 | |||||||
Total
|
$ | 320 | $ | 265 | $ | 585 |
Balance Sheet
Classification
|
Non-Hedge
|
Hedge
|
Total
|
|||||||||
(In
millions)
|
||||||||||||
Current-
|
||||||||||||
Other
assets
|
$ | 1 | 11 | $ | 12 | |||||||
Other
liabilities
|
(2 | ) | (43 | ) | (45 | ) | ||||||
Non-Current-
|
||||||||||||
Other
deferred charges
|
463 | - | 463 | |||||||||
Other
noncurrent liabilities
|
(766 | ) | (12 | ) | (778 | ) | ||||||
Net liabilities
|
$ | (304 | ) | $ | (44 | ) | $ | (348 | ) |
Comparison of Carrying Value to Fair
Value
|
||||||||||||||||||||||||||||||||
There-
|
Fair
|
|||||||||||||||||||||||||||||||
Year of Maturity
|
2009
|
2010
|
2011
|
2012
|
2013
|
after
|
Total
|
Value
|
||||||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||
Investments
Other Than Cash
|
||||||||||||||||||||||||||||||||
and
Cash Equivalents:
|
||||||||||||||||||||||||||||||||
Fixed
Income
|
$ | 98 | $ | 85 | $ | 79 | $ | 96 | $ | 118 | $ | 1,630 | $ | 2,106 | $ | 2,105 | ||||||||||||||||
Average
interest rate
|
5.6 | % | 7.1 | % | 7.8 | % | 7.8 | % | 7.6 | % | 4.8 | % | 5.3 | % | ||||||||||||||||||
Liabilities
|
||||||||||||||||||||||||||||||||
Long-term
Debt:
|
||||||||||||||||||||||||||||||||
Fixed
rate
|
$ | 323 | $ | 245 | $ | 1,592 | $ | 104 | $ | 563 | $ | 6,448 | $ | 9,275 | $ | 8,836 | ||||||||||||||||
Average
interest rate
|
7.0 | % | 6.1 | % | 6.5 | % | 7.9 | % | 5.9 | % | 6.7 | % | 6.6 | % | ||||||||||||||||||
Variable
rate
|
$ | 62 | $ | 2,248 | $ | 2,310 | $ | 2,310 | ||||||||||||||||||||||||
Average
interest rate
|
3.4 | % | 1.5 | % | 1.5 | % | ||||||||||||||||||||||||||
Short-term
Borrowings:
|
$ | 2,397 | $ | 2,397 | $ | 2,397 | ||||||||||||||||||||||||||
Average
interest rate
|
1.2 | % | 1.2 | % |
December 31, 2008
|
December 31, 2007
|
||||||||||||||||||||
Notional
|
Maturity
|
Fair
|
Notional
|
Maturity
|
Fair
|
||||||||||||||||
Forward Starting Swaps
|
Amount
|
Date
|
Value
|
Amount
|
Date
|
Value
|
|||||||||||||||
(In
millions)
|
|||||||||||||||||||||
Cash
flow hedges
|
$ | 100 |
2009
|
$ | (2 | ) | $ | - |
2009
|
$ | - | ||||||||||
100 |
2010
|
(2 | ) | - |
2010
|
- | |||||||||||||||
- |
2015
|
- | 25 |
2015
|
(1 | ) | |||||||||||||||
- |
2018
|
- | 325 |
2018
|
(1 | ) | |||||||||||||||
100 |
2019
|
1 | - |
2019
|
- | ||||||||||||||||
- |
2020
|
- | 50 |
2020
|
(1 | ) | |||||||||||||||
$ | 300 | $ | (3 | ) | $ | 400 | $ | (3 | ) |
|
·
|
restructuring
the electric generation business and allowing the Utilities' customers to
select a competitive electric generation supplier other than the
Utilities;
|
|
·
|
establishing
or defining the PLR obligations to customers in the Utilities' service
areas;
|
|
·
|
providing
the Utilities with the opportunity to recover certain 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 Utilities' transmission and distribution systems;
and
|
|
·
|
requiring
corporate separation of regulated and unregulated business
activities.
|
December
31,
|
December
31,
|
|
||||||||||
Regulatory Assets*
|
2008
|
2007
|
Decrease
|
|||||||||
(In
millions)
|
||||||||||||
OE
|
$ | 575 | $ | 737 | $ | (162 | ) | |||||
CEI
|
784 | 871 | (87 | ) | ||||||||
TE
|
109 | 204 | (95 | ) | ||||||||
JCP&L
|
1,228 | 1,596 | (368 | ) | ||||||||
Met-Ed
|
413 | 523 | (110 | ) | ||||||||
ATSI
|
31 | 42 | (11 | ) | ||||||||
Total
|
$ | 3,140 | $ | 3,973 | $ | (833 | ) |
*
|
Penelec
had net regulatory liabilities of approximately $137 million and
$49 million as of December 31, 2008 and December 31, 2007,
respectively. These net regulatory liabilities are included in Other
Non-current Liabilities on the Consolidated Balance
Sheets.
|
December
31,
|
December
31,
|
Increase
|
||||||||||
Regulatory Assets By Source
|
2008
|
2007
|
(Decrease)
|
|||||||||
(In
millions)
|
||||||||||||
Regulatory
transition costs
|
$ | 1,452 | $ | 2,405 | $ | (953 | ) | |||||
Customer
shopping incentives
|
420 | 516 | (96 | ) | ||||||||
Customer
receivables for future income taxes
|
245 | 295 | (50 | ) | ||||||||
Loss
on reacquired debt
|
51 | 57 | (6 | ) | ||||||||
Employee
postretirement benefits
|
31 | 39 | (8 | ) | ||||||||
Nuclear
decommissioning, decontamination
|
||||||||||||
and
spent fuel disposal costs
|
(57 | ) | (129 | ) | 72 | |||||||
Asset
removal costs
|
(215 | ) | (183 | ) | (32 | ) | ||||||
MISO/PJM
transmission costs
|
389 | 340 | 49 | |||||||||
Fuel
costs - RCP
|
214 | 220 | (6 | ) | ||||||||
Distribution
costs - RCP
|
475 | 321 | 154 | |||||||||
Other
|
135 | 92 | 43 | |||||||||
Total
|
$ | 3,140 | $ | 3,973 | $ | (833 | ) |
|
·
|
power
acquired by utilities to serve customers after rate caps expire will be
procured through a competitive procurement process that must include a mix
of long-term and short-term contracts and spot market
purchases;
|
|
·
|
the
competitive procurement process must be approved by the PPUC and may
include auctions, RFPs, and/or bilateral
agreements;
|
|
·
|
utilities
must provide for the installation of smart meter technology within 15
years;
|
|
·
|
a
minimum reduction in peak demand of 4.5% by May 31,
2013;
|
|
·
|
minimum
reductions in energy consumption of 1% and 3% by May 31, 2011 and May 31,
2013, respectively; and
|
|
·
|
an
expanded definition of alternative energy to include additional types of
hydroelectric and biomass
facilities.
|
|
·
|
maximize
energy efficiency to achieve a 20% reduction in energy consumption by
2020;
|
|
·
|
reduce
peak demand for electricity by 5,700 MW by
2020;
|
|
·
|
meet
30% of the state’s electricity needs with renewable energy by
2020;
|
|
·
|
examine
smart grid technology and develop additional cogeneration and other
generation resources consistent with the state’s greenhouse gas targets;
and
|
|
·
|
invest
in innovative clean energy technologies and businesses to stimulate the
industry’s growth in New Jersey.
|
Increase
in Costs from Adverse Changes in Key Assumptions
|
|||||||||||||||
Assumption
|
Adverse Change
|
Pension
|
OPEB
|
Total
|
|||||||||||
(In
millions)
|
|||||||||||||||
Discount
rate
|
Decrease
by 0.25%
|
$ | 14 | $ | 3 | $ | 17 | ||||||||
Long-term
return on assets
|
Decrease
by 0.25%
|
$ | 9 | $ | 1 | $ | 10 | ||||||||
Health
care trend rate
|
Increase
by 1%
|
n/a | $ | 7 | $ | 7 |
|
SFAS
161 - “Disclosures about Derivative Instruments and Hedging Activities –
an Amendment of FASB Statement No.
133”
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
|
·
|
are
established by a third-party regulator with the authority to set rates
that bind customers;
|
|
·
|
are
cost-based; and
|
|
·
|
can
be charged to and collected from
customers.
|
|
·
|
restructuring
the electric generation business and allowing the Utilities' customers to
select a competitive electric generation supplier other than the
Utilities;
|
|
·
|
establishing
or defining the PLR obligations to customers in the Utilities' service
areas;
|
|
·
|
providing
the Utilities 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 Utilities' transmission and distribution systems;
and
|
|
·
|
requiring
corporate separation of regulated and unregulated business
activities.
|
Reconciliation
of Basic and Diluted
|
||||||||||||
Earnings per Share of Common
Stock
|
2008
|
2007
|
2006
|
|||||||||
(In
millions, except per share amounts)
|
||||||||||||
Income
from continuing operations
|
$ | 1,342 | $ | 1,309 | $ | 1,258 | ||||||
Less:
Redemption premium on subsidiary preferred stock
|
- | - | (9 | ) | ||||||||
Income
from continuing operations available to common
shareholders
|
1,342 | 1,309 | 1,249 | |||||||||
Discontinued
operations
|
- | - | (4 | ) | ||||||||
Net
income available for common shareholders
|
$ | 1,342 | $ | 1,309 | $ | 1,245 | ||||||
Average
shares of common stock outstanding – Basic
|
304 | 306 | 324 | |||||||||
Assumed
exercise of dilutive stock options and awards
|
3 | 4 | 3 | |||||||||
Average
shares of common stock outstanding – Diluted
|
307 | 310 | 327 | |||||||||
Earnings
per share:
|
||||||||||||
Basic
earnings per share:
|
||||||||||||
Earnings
from continuing operations
|
$ | 4.41 | $ | 4.27 | $ | 3.85 | ||||||
Discontinued
operations
|
- | - | (0.01 | ) | ||||||||
Net
earnings per basic share
|
$ | 4.41 | $ | 4.27 | $ | 3.84 | ||||||
Diluted
earnings per share:
|
||||||||||||
Earnings
from continuing operations
|
$ | 4.38 | $ | 4.22 | $ | 3.82 | ||||||
Discontinued
operations
|
- | - | (0.01 | ) | ||||||||
Net
earnings per diluted share
|
$ | 4.38 | $ | 4.22 | $ | 3.81 |
December 31, 2008
|
December 31, 2007
|
||||||||||||||||||||||||
Property, Plant and
Equipment
|
Unregulated
|
Regulated
|
Total
|
Unregulated
|
Regulated
|
Total
|
|||||||||||||||||||
(In
millions)
|
|||||||||||||||||||||||||
In
service
|
$ | 10,236 | $ | 16,246 | $ | 26,482 | $ | 8,795 | $ | 15,824 | $ | 24,619 | |||||||||||||
Less
accumulated depreciation
|
(4,403 | ) | (6,418 | ) | (10,821 | ) | (4,037 | ) | (6,311 | ) | (10,348 | ) | |||||||||||||
Net
plant in service
|
$ | 5,833 | $ | 9,828 | $ | 15,661 | $ | 4,758 | $ | 9,513 | $ | 14,271 |
Annual
Composite
|
||||||||||||
Depreciation Rate
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
OE
|
3.1 | % | 2.9 | % | 2.8 | % | ||||||
CEI
|
3.5 | 3.6 | 3.2 | |||||||||
TE
|
3.6 | 3.9 | 3.8 | |||||||||
Penn
|
2.4 | 2.3 | 2.6 | |||||||||
JCP&L
|
2.3 | 2.1 | 2.1 | |||||||||
Met-Ed
|
2.3 | 2.3 | 2.3 | |||||||||
Penelec
|
2.5 | 2.3 | 2.3 | |||||||||
FGCO
|
4.7 | 4.0 | 4.1 | |||||||||
NGC
|
2.8 | 2.8 | 2.7 |
Ohio
|
||||||||||||||||||||
Energy
|
Competitive
|
Transitional
|
||||||||||||||||||
Delivery
|
Energy
|
Generation
|
||||||||||||||||||
Services
|
Services
|
Services
|
Other
|
Consolidated
|
||||||||||||||||
(In
millions)
|
||||||||||||||||||||
Balance
as of January 1, 2006
|
$ | 5,932 | $ | 24 | $ | - | $ | 54 | $ | 6,010 | ||||||||||
Non-core
asset sales
|
(53 | ) | (53 | ) | ||||||||||||||||
Adjustments
related to GPU acquisition
|
(1 | ) | (1 | ) | ||||||||||||||||
Adjustments
related to Centerior acquisition
|
(58 | ) | (58 | ) | ||||||||||||||||
Balance
as of December 31, 2006
|
5,873 | 24 | - | 1 | 5,898 | |||||||||||||||
Adjustments
related to GPU acquisition
|
(290 | ) | (290 | ) | ||||||||||||||||
Other
|
(1 | ) | (1 | ) | ||||||||||||||||
Balance
as of December 31, 2007
|
5,583 | 24 | - | - | 5,607 | |||||||||||||||
Adjustments
related to GPU acquisition
|
(32 | ) | (32 | ) | ||||||||||||||||
Balance
as of December 31, 2008
|
$ | 5,551 | $ | 24 | $ | - | $ | - | $ | 5,575 |
2008
|
2007
|
2006
|
||||||||||
(In
millions)
|
||||||||||||
AOCL
balance as of January 1
|
$ | (50 | ) | $ | (259 | ) | $ | (20 | ) | |||
Pension
and other postretirement benefits:
|
||||||||||||
Prior service
credit
|
(126 | ) | (135 | ) | - | |||||||
Actuarial gain
(loss)
|
(1,725 | ) | 483 | - | ||||||||
Unrealized gain (loss) on
available for sale securities
|
(232 | ) | 78 | 109 | ||||||||
Unrealized gain (loss) on
derivative hedges
|
(43 | ) | (25 | ) | 29 | |||||||
Other comprehensive
income (loss)
|
(2,126 | ) | 401 | 138 | ||||||||
Income taxes (benefits) related
to OCI
|
(796 | ) | 192 | 50 | ||||||||
Other comprehensive income
(loss), net of tax
|
(1,330 | ) | 209 | 88 | ||||||||
Net liability for unfunded
retirement benefits
|
||||||||||||
due to the implementation of
SFAS 158, net
|
||||||||||||
of $292 million of income tax
benefits
|
- | - | (327 | ) | ||||||||
AOCL
balance as of December 31
|
$ | (1,380 | ) | $ | (50 | ) | $ | (259 | ) |
2008
|
2007
|
2006
|
||||||||||
(In
millions)
|
||||||||||||
Pension
and other postretirement benefits, net of income taxes
|
||||||||||||
of
$32 million and $20 million, respectively
|
$ | 48 | $ | 25 | $ | - | ||||||
Gain on available for sale
securities, net of income taxes
of
$16 million, $4 million and $11 million,
respectively
|
24 | 6 | 16 | |||||||||
Loss
on derivative hedges, net of income tax benefits of
$7 million,
$10 million and $12 million, respectively
|
(12 | ) | (16 | ) | (20 | ) | ||||||
$ | 60 | $ | 15 | $ | (4 | ) |
Obligations
and Funded Status
|
Pension Benefits
|
Other Benefits
|
||||||||||||||
As
of December 31
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
(In
millions)
|
||||||||||||||||
Change
in benefit obligation
|
||||||||||||||||
Benefit
obligation as of January 1
|
$ | 4,750 | $ | 5,031 | $ | 1,182 | $ | 1,201 | ||||||||
Service
cost
|
87 | 88 | 19 | 21 | ||||||||||||
Interest
cost
|
299 | 294 | 74 | 69 | ||||||||||||
Plan
participants’ contributions
|
- | - | 25 | 23 | ||||||||||||
Plan
amendments
|
6 | - | (20 | ) | - | |||||||||||
Medicare
retiree drug subsidy
|
- | - | 2 | - | ||||||||||||
Actuarial
(gain) loss
|
(152 | ) | (381 | ) | 12 | (30 | ) | |||||||||
Benefits paid
|
(290 | ) | (282 | ) | (105 | ) | (102 | ) | ||||||||
Benefit
obligation as of December 31
|
$ | 4,700 | $ | 4,750 | $ | 1,189 | $ | 1,182 | ||||||||
Change
in fair value of plan assets
|
||||||||||||||||
Fair
value of plan assets as of January 1
|
$ | 5,285 | $ | 4,818 | $ | 618 | $ | 607 | ||||||||
Actual
return on plan assets
|
(1,251 | ) | 438 | (152 | ) | 43 | ||||||||||
Company
contribution
|
8 | 311 | 54 | 47 | ||||||||||||
Plan
participants’ contribution
|
- | - | 25 | 23 | ||||||||||||
Benefits paid
|
(290 | ) | (282 | ) | (105 | ) | (102 | ) | ||||||||
Fair
value of plan assets as of December 31
|
$ | 3,752 | $ | 5,285 | $ | 440 | $ | 618 | ||||||||
Qualified
plan
|
$ | (774 | ) | $ | 700 | |||||||||||
Non-qualified
plans
|
(174 | ) | (165 | ) | ||||||||||||
Funded
status
|
$ | (948 | ) | $ | 535 | $ | (749 | ) | $ | (564 | ) | |||||
Accumulated
benefit obligation
|
$ | 4,367 | $ | 4,397 | ||||||||||||
Amounts
Recognized in the Statement of
|
||||||||||||||||
Financial
Position
|
||||||||||||||||
Noncurrent
assets
|
$ | - | $ | 700 | $ | - | $ | - | ||||||||
Current
liabilities
|
(8 | ) | (7 | ) | - | - | ||||||||||
Noncurrent
liabilities
|
(940 | ) | (158 | ) | (749 | ) | (564 | ) | ||||||||
Net
asset (liability) as of December 31
|
$ | (948 | ) | $ | 535 | $ | (749 | ) | $ | (564 | ) | |||||
Amounts
Recognized in
|
||||||||||||||||
Accumulated
Other Comprehensive Income
|
||||||||||||||||
Prior
service cost (credit)
|
$ | 80 | $ | 83 | $ | (912 | ) | $ | (1,041 | ) | ||||||
Actuarial
loss
|
2,182 | 623 | 801 | 635 | ||||||||||||
Net amount recognized
|
$ | 2,262 | $ | 706 | $ | (111 | ) | $ | (406 | ) | ||||||
Assumptions
Used to Determine
|
||||||||||||||||
Benefit
Obligations As of December 31
|
||||||||||||||||
Discount
rate
|
7.00 | % | 6.50 | % | 7.00 | % | 6.50 | % | ||||||||
Rate
of compensation increase
|
5.20 | % | 5.20 | % | ||||||||||||
Allocation
of Plan Assets
|
||||||||||||||||
As
of December 31
|
||||||||||||||||
Asset
Category
|
||||||||||||||||
Equity
securities
|
47 | % | 61 | % | 56 | % | 69 | % | ||||||||
Debt
securities
|
38 | 30 | 38 | 27 | ||||||||||||
Real
estate
|
9 | 7 | 2 | 2 | ||||||||||||
Private
equities
|
3 | 1 | 1 | - | ||||||||||||
Cash
|
3 | 1 | 3 | 2 | ||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % |
Estimated
Items to be Amortized in 2009
|
||||||||
Net
Periodic Pension Cost from
|
Pension
|
Other
|
||||||
Accumulated Other Comprehensive
Income
|
Benefits
|
Benefits
|
||||||
(In
millions)
|
||||||||
Prior
service cost (credit)
|
$ | 13 | $ | (151 | ) | |||
Actuarial
loss
|
$ | 170 | $ | 63 |
Pension Benefits
|
Other Benefits
|
||||||||||||||||||||||||
Components of Net Periodic Benefit
Costs
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
|||||||||||||||||||
(In
millions)
|
|||||||||||||||||||||||||
Service
cost
|
$ | 87 | $ | 88 | $ | 87 | $ | 19 | $ | 21 | $ | 34 | |||||||||||||
Interest
cost
|
299 | 294 | 276 | 74 | 69 | 105 | |||||||||||||||||||
Expected
return on plan assets
|
(463 | ) | (449 | ) | (396 | ) | (51 | ) | (50 | ) | (46 | ) | |||||||||||||
Amortization
of prior service cost
|
13 | 13 | 13 | (149 | ) | (149 | ) | (76 | ) | ||||||||||||||||
Recognized
net actuarial loss
|
8 | 45 | 62 | 47 | 45 | 56 | |||||||||||||||||||
Net
periodic cost
|
$ | (56 | ) | $ | (9 | ) | $ | 42 | $ | (60 | ) | $ | (64 | ) | $ | 73 | |||||||||
Weighted-Average
Assumptions Used
|
|||||||||||||||||||||||||
to
Determine Net Periodic Benefit Cost
|
Pension
Benefits
|
Other
Benefits
|
|||||||||||||||||||||||
for Years Ended December 31
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
|||||||||||||||||||
Discount
rate
|
6.50 | % | 6.00 | % | 5.75 | % | 6.50 | % | 6.00 | % | 5.75 | % | |||||||||||||
Expected
long-term return on plan assets
|
9.00 | % | 9.00 | % | 9.00 | % | 9.00 | % | 9.00 | % | 9.00 | % | |||||||||||||
Rate
of compensation increase
|
5.20 | % | 3.50 | % | 3.50 | % |
1-Percentage-
|
1-Percentage-
|
|||||||
Point Increase
|
Point Decrease
|
|||||||
(In
millions)
|
||||||||
Effect
on total of service and interest cost
|
$ | 4 | $ | (3 | ) | |||
Effect
on accumulated postretirement benefit obligation
|
$ | 36 | $ | (32 | ) |
Pension
|
Other
|
|||||||
Benefits
|
Benefits
|
|||||||
(In
millions)
|
||||||||
2009
|
$ | 302 | $ | 85 | ||||
2010
|
309 | 89 | ||||||
2011
|
314 | 94 | ||||||
2012
|
325 | 96 | ||||||
2013
|
338 | 99 | ||||||
Years
2014- 2018
|
1,906 | 524 |
2008
|
2007
|
2006
|
||||||||||
Restricted
common shares granted
|
82,607 | 77,388 | 229,271 | |||||||||
Weighted
average market price
|
$ | 68.98 | $ | 67.98 | $ | 53.18 | ||||||
Weighted
average vesting period (years)
|
5.03 | 4.61 | 4.47 | |||||||||
Dividends
restricted
|
Yes
|
Yes
|
Yes
|
Weighted
|
|||||||||
Number
|
Average
|
||||||||
Of
|
Grant-Date
|
||||||||
Restricted Stock
|
Shares
|
Fair Value
|
|||||||
Nonvested
as of January 1, 2008
|
639,657 | $ | 48.69 | ||||||
Nonvested
as of December 31, 2008
|
667,933 | 49.54 | |||||||
Vested
in 2008
|
54,331 | 69.07 |
2008
|
2007
|
2006
|
||||||||||
Restricted
common share units granted
|
450,683 | 412,426 | 440,676 | |||||||||
Weighted
average vesting period (years)
|
3.14 | 3.22 | 3.32 |
Weighted
|
|||||||||
Number
|
Average
|
||||||||
Of
|
Grant-Date
|
||||||||
Restricted Stock Units
|
Shares
|
Fair Value
|
|||||||
Nonvested
as of January 1, 2008
|
1,208,780 | $ | 51.09 | ||||||
Nonvested
as of December 31, 2008
|
1,278,536 | 55.14 | |||||||
Granted
during 2008
|
450,683 | 67.09 | |||||||
Vested
in 2008
|
492,229 | 68.58 |
Weighted
|
||||||||
Number
|
Average
|
|||||||
of
|
Exercise
|
|||||||
Stock Option Activities
|
Options
|
Price
|
||||||
Balance,
January 1, 2006
|
8,866,256 | $ | 33.57 | |||||
(4,090,829
options exercisable)
|
31.97 | |||||||
Options
granted
|
- | - | ||||||
Options
exercised
|
2,221,417 | 32.65 | ||||||
Options
forfeited
|
26,550 | 33.36 | ||||||
Balance,
December 31, 2006
|
6,618,289 | 33.88 | ||||||
(4,160,859
options exercisable)
|
32.85 | |||||||
Options
granted
|
- | - | ||||||
Options
exercised
|
1,902,780 | 32.51 | ||||||
Options
forfeited
|
9,575 | 38.39 | ||||||
Balance,
December 31, 2007
|
4,705,934 | 34.42 | ||||||
(3,915,694
options exercisable)
|
33.55 | |||||||
Options
granted
|
- | - | ||||||
Options
exercised
|
1,438,201 | 34.10 | ||||||
Options
forfeited
|
1,325 | 38.76 | ||||||
Balance,
December 31, 2008
|
3,266,408 | 34.56 | ||||||
(3,266,408
options exercisable)
|
34.56 |
Options
Outstanding and Exercisable
|
||||||||||||||||
Weighted
|
||||||||||||||||
Range
of
|
Average
|
Remaining
|
||||||||||||||
Program
|
Exercise
Prices
|
Shares
|
Exercise
Price
|
Contractual
Life
|
||||||||||||
FE
Plan
|
$ | 19.31 - $29.87 | 1,153,849 | $ | 29.10 | 3.31 | ||||||||||
$ | 30.17 - $39.46 | 2,094,624 | $ | 37.65 | 4.68 | |||||||||||
GPU
Plan
|
$ | 23.75 - $35.92 | 17,935 | $ | 24.51 | 1.35 | ||||||||||
Total
|
3,266,408 | $ | 34.56 | 4.18 |
2008
|
2007
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Value
|
Value
|
Value
|
Value
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Long-term
debt
|
$ | 11,585 | $ | 11,146 | $ | 10,891 | $ | 11,131 |
2008
|
2007
|
|||||||
(In
millions)
|
||||||||
Debt
securities:
|
||||||||
-
Government
obligations
(1)
|
$
|
953
|
$
|
851
|
||||
-
Corporate debt
securities
|
175
|
191
|
||||||
-
Mortgage-backed
securities
|
6
|
17
|
||||||
1,134
|
1,059
|
|||||||
Equity
securities
|
628
|
1,355
|
||||||
$
|
1,762
|
$
|
2,414
|
|
(1)
|
Excludes
$244 million and $3 million of cash in 2008 and 2007,
respectively.
|
2008
|
2007
|
|||||||||||||||||||||||||||||||
Cost
|
Unrealized
|
Unrealized
|
Fair
|
Cost
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||||||||||||||
Basis
|
Gains
|
Losses
|
Value
|
Basis
|
Gains
|
Losses
|
Value
|
|||||||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||||||
Debt
securities
|
$ | 1,082 | $ | 56 | $ | 4 | $ | 1,134 | $ | 1,036 | $ | 27 | $ | 4 | $ | 1,059 | ||||||||||||||||
Equity
securities
|
589 | 39 | - | 628 | 995 | 360 | - | 1,355 | ||||||||||||||||||||||||
$ | 1,671 | $ | 95 | $ | 4 | $ | 1,762 | $ | 2,031 | $ | 387 | $ | 4 | $ | 2,414 |
2008
|
2007
|
2006
|
||||||||||
(In
millions)
|
||||||||||||
Proceeds
from sales
|
$ | 1,656 | $ | 1,294 | $ | 1,651 | ||||||
Realized
gains
|
115 | 103 | 121 | |||||||||
Realized
losses
|
237 | 53 | 105 | |||||||||
Interest
and dividend income
|
76 | 80 | 70 |
2008
|
2007
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Value
|
Value
|
Value
|
Value
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Lease
obligations bonds
|
$ | 598 | $ | 599 | $ | 717 | $ | 814 | ||||||||
Debt
securities
|
75 | 75 | 73 | 73 | ||||||||||||
Notes
receivable
|
45 | 44 | 45 | 43 | ||||||||||||
Restricted
funds
|
1 | 1 | 3 | 3 | ||||||||||||
Equity
securities
|
27 | 27 | 29 | 29 | ||||||||||||
$ | 746 | $ | 746 | $ | 867 | $ | 962 |
2008
|
2007
|
|||||||||||||||||||||||||||||||
Cost
|
Unrealized
|
Unrealized
|
Fair
|
Cost
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||||||||||||||
Basis
|
Gains
|
Losses
|
Value
|
Basis
|
Gains
|
Losses
|
Value
|
|||||||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||||||
Debt
securities
|
$ | 673 | $ | 14 | $ | 13 | $ | 674 | $ | 790 | $ | 97 | $ | - | $ | 887 | ||||||||||||||||
Equity
securities
|
27 | - | - | 27 | 29 | - | - | 29 | ||||||||||||||||||||||||
$ | 700 | $ | 14 | $ | 13 | $ | 701 | $ | 819 | $ | 97 | $ | - | $ | 916 |
December 31, 2008
|
||||||||||||||||
Recurring Fair Value
Measures
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
(In
millions)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Derivatives
|
$ | - | $ | 40 | $ | - | $ | 40 | ||||||||
Nuclear
decommissioning trusts
(1)
|
537 | 1,166 | - | 1,703 | ||||||||||||
NUG
contracts
(2)
|
- | - | 434 | 434 | ||||||||||||
Other
investments
|
19 | 381 | - | 400 | ||||||||||||
Total
|
$ | 556 | $ | 1,587 | $ | 434 | $ | 2,577 | ||||||||
Liabilities:
|
||||||||||||||||
Derivatives
|
$ | 25 | $ | 31 | $ | - | $ | 56 | ||||||||
NUG
contracts
(2)
|
- | - | 766 | 766 | ||||||||||||
Total
|
$ | 25 | $ | 31 | $ | 766 | $ | 822 |
|
(1)
|
Balance
excludes $5 million of net receivables, payables and accrued
income.
|
|
(2)
|
NUG
contracts are completely offset by regulatory
assets.
|
LEASES
|
Operating
Leases
|
||||||||||||
Lease
|
Capital
|
|||||||||||
Payments
|
Trusts
|
Net
|
||||||||||
2009
|
$ | 310 | $ | 107 | $ | 203 | ||||||
2010
|
293 | 116 | 177 | |||||||||
2011
|
288 | 116 | 172 | |||||||||
2012
|
331 | 125 | 206 | |||||||||
2013
|
337 | 130 | 207 | |||||||||
Years
thereafter
|
2,746 | 254 | 2,492 | |||||||||
Total
minimum lease payments
|
$ | 4,305 | $ | 848 | $ | 3,457 |
7.
|
VARIABLE
INTEREST ENTITIES
|
|
Mining
Operations
|
2006
|
||||
(In
millions
)
|
||||
Loss
before income taxes
|
$
|
(8
|
)
|
|
Income
tax benefit
|
2
|
|||
Gain on sale, net of
tax
|
2
|
|||
Loss from discontinued
operations
|
$
|
(4
|
)
|
As of December 31,
|
2008
|
2007
|
||||||
(In
millions)
|
||||||||
Property
basis differences
|
$ | 2,757 | $ | 2,564 | ||||
Regulatory
transition charge
|
292 | 468 | ||||||
Pension
and other postretirement obligations
|
(715 | ) | (110 | ) | ||||
Nuclear
decommissioning activities
|
(130 | ) | (13 | ) | ||||
Customer
receivables for future income taxes
|
145 | 149 | ||||||
Deferred
customer shopping incentive
|
151 | 190 | ||||||
Deferred
MISO/PJM transmission costs
|
167 | 151 | ||||||
Other regulatory assets - RCP | 253 | 193 | ||||||
Unrealized
losses on derivative hedges
|
(68 | ) | (52 | ) | ||||
Deferred
sale and leaseback gain
|
(505 | ) | (536 | ) | ||||
Nonutility
generation costs
|
(52 | ) | (90 | ) | ||||
Unamortized
investment tax credits
|
(51 | ) | (57 | ) | ||||
Lease
market valuation liability
|
(254 | ) | (283 | ) | ||||
Oyster
Creek securitization (Note 11(C))
|
137 | 149 | ||||||
Loss
carryforwards
|
(35 | ) | (44 | ) | ||||
Loss
carryforward valuation reserve
|
27 | 31 | ||||||
All
other
|
44 | (39 | ) | |||||
Net
deferred income tax liability
|
$ | 2,163 | $ | 2,671 |
2008
|
2007
|
|||||||
(In
millions)
|
||||||||
Balance
at beginning of year
|
$ | 272 | $ | 268 | ||||
Increase
for tax positions related to the current year
|
14 | 1 | ||||||
Increase
for tax positions related to prior years
|
- | 3 | ||||||
Decrease
for tax positions related to prior years
|
(56 | ) | - | |||||
Decrease
for settlements
|
(11 | ) | - | |||||
Balance
at end of year
|
$ | 219 | $ | 272 |
Expiration Period
|
Amount
|
||||
(In
millions)
|
|||||
2009-2013
|
$ | 195 | |||
2014-2018
|
3 | ||||
2019-2023
|
492 | ||||
2024-2028
|
297 | ||||
$ | 987 |
For the Years Ended December
31,
|
2008
|
2007
|
2006
|
|||||||||
(In
millions)
|
||||||||||||
Real
and personal property
|
$ | 240 | $ | 237 | $ | 222 | ||||||
Kilowatt-hour
excise
|
249 | 250 | 241 | |||||||||
State
gross receipts
|
183 | 175 | 159 | |||||||||
Social
security and unemployment
|
95 | 87 | 83 | |||||||||
Other
|
11 | 5 | 15 | |||||||||
Total
general taxes
|
$ | 778 | $ | 754 | $ | 720 |
|
·
|
power
acquired by utilities to serve customers after rate caps expire will be
procured through a competitive procurement process that must include a mix
of long-term and short-term contracts and spot market
purchases;
|
|
·
|
the
competitive procurement process must be approved by the PPUC and may
include auctions, RFPs, and/or bilateral
agreements;
|
|
·
|
utilities
must provide for the installation of smart meter technology within 15
years;
|
|
·
|
a
minimum reduction in peak demand of 4.5% by May 31,
2013;
|
|
·
|
minimum
reductions in energy consumption of 1% and 3% by May 31, 2011 and May 31,
2013, respectively; and
|
|
·
|
an
expanded definition of alternative energy to include additional types of
hydroelectric and biomass
facilities.
|
|
·
|
maximize
energy efficiency to achieve a 20% reduction in energy consumption by
2020;
|
|
·
|
reduce
peak demand for electricity by 5,700 MW by
2020;
|
|
·
|
meet
30% of the state’s electricity needs with renewable energy by
2020;
|
|
·
|
examine
smart grid technology and develop additional cogeneration and other
generation resources consistent with the state’s greenhouse gas targets;
and
|
|
·
|
invest
in innovative clean energy technologies and businesses to stimulate the
industry’s growth in New Jersey.
|
|
(A)
|
COMMON
STOCK
|
Preferred Stock
|
Preference Stock
|
|||||||||||||||
Shares
|
Par
|
Shares
|
Par
|
|||||||||||||
Authorized
|
Value
|
Authorized
|
Value
|
|||||||||||||
FirstEnergy
|
5,000,000 | $ | 100 | |||||||||||||
OE
|
6,000,000 | $ | 100 | 8,000,000 |
no
par
|
|||||||||||
OE
|
8,000,000 | $ | 25 | |||||||||||||
Penn
|
1,200,000 | $ | 100 | |||||||||||||
CEI
|
4,000,000 |
no
par
|
3,000,000 |
no
par
|
||||||||||||
TE
|
3,000,000 | $ | 100 | 5,000,000 | $ | 25 | ||||||||||
TE
|
12,000,000 | $ | 25 | |||||||||||||
JCP&L
|
15,600,000 |
no
par
|
||||||||||||||
Met-Ed
|
10,000,000 |
no
par
|
||||||||||||||
Penelec
|
11,435,000 |
no
par
|
Not
Subject to
|
||||||||
Mandatory Redemption
|
||||||||
Par
or
|
||||||||
Number
|
Stated
|
|||||||
of Shares
|
Value
|
|||||||
(Dollars
in millions)
|
||||||||
Balance,
January 1, 2006
|
3,785,699 | $ | 184 | |||||
Redemptions-
|
||||||||
3.90%
Series
|
(152,510 | ) | (15 | ) | ||||
4.40%
Series
|
(176,280 | ) | (18 | ) | ||||
4.44%
Series
|
(136,560 | ) | (14 | ) | ||||
4.56%
Series
|
(144,300 | ) | (14 | ) | ||||
4.24%
Series
|
(40,000 | ) | (4 | ) | ||||
4.25%
Series
|
(41,049 | ) | (4 | ) | ||||
4.64%
Series
|
(60,000 | ) | (6 | ) | ||||
$4.25
Series
|
(160,000 | ) | (16 | ) | ||||
$4.56
Series
|
(50,000 | ) | (5 | ) | ||||
$4.25
Series
|
(100,000 | ) | (10 | ) | ||||
$2.365
Series
|
(1,400,000 | ) | (35 | ) | ||||
Adjustable
Series B
|
(1,200,000 | ) | (30 | ) | ||||
4.00% Series
|
(125,000 | ) | (13 | ) | ||||
Balance,
December 31, 2006
|
- | $ | - |
(C)
|
LONG-TERM
DEBT AND OTHER LONG-TERM
OBLIGATIONS
|
Weighted
Average
|
December 31,
|
|||||||||||
Interest Rate (%)
|
2008
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
FMBs:
|
||||||||||||
Due
2008-2013
|
6.08
|
$ | 29 | $ | 155 | |||||||
Due
2014-2018
|
8.84
|
330 | 5 | |||||||||
Due
2019-2023
|
7.91
|
7 | 7 | |||||||||
Due
2024-2028
|
5.95
|
14 | 14 | |||||||||
Due
2034-2038
|
8.25
|
275 | - | |||||||||
Total
FMBs
|
655 | 181 | ||||||||||
Secured
Notes:
|
||||||||||||
Due
2008-2013
|
7.50
|
607 | 385 | |||||||||
Due
2014-2018
|
7.25
|
613 | 522 | |||||||||
Due
2019-2023
|
5.89
|
70 | 70 | |||||||||
Due
2024-2028
|
-
|
- | 25 | |||||||||
Due
2029-2033
|
-
|
- | 82 | |||||||||
Total
Secured Notes
|
1,290 | 1,084 | ||||||||||
Unsecured
Notes:
|
||||||||||||
Due
2008-2013
|
6.12
|
2,253 | 2,360 | |||||||||
Due
2014-2018
|
5.65
|
2,149 | 2,185 | |||||||||
Due
2019-2023
|
2.90
|
689 | 689 | |||||||||
Due
2024-2028
|
4.54
|
65 | 40 | |||||||||
Due
2029-2033
|
5.83
|
2,247 | 2,162 | |||||||||
Due
2034-2038
|
5.03
|
1,936 | 1,935 | |||||||||
Due
2039-2043
|
1.29
|
255 | 255 | |||||||||
Due
2044-2048
|
3.38
|
|
46 | - | ||||||||
Total
Unsecured Notes
|
9,640 | 9,626 | ||||||||||
Total
|
11,585 | 10,891 | ||||||||||
Capital
lease obligations
|
8 | 4 | ||||||||||
Net
unamortized discount on debt
|
(17 | ) | (12 | ) | ||||||||
Long-term
debt due within one year
|
(2,476 | ) | (2,014 | ) | ||||||||
Total
long-term debt and other long-term obligations
|
$ | 9,100 | $ | 8,869 |
(In
millions)
|
||||
2009
|
|
$ |
2,475
|
|
2010
|
|
|
322
|
|
2011
|
|
|
1,617
|
|
2012
|
|
|
160
|
|
2013
|
|
|
563
|
2008
|
2007
|
|||||||
ARO Reconciliation
|
(In
millions)
|
|||||||
Balance
at beginning of year
|
$ | 1,267 | $ | 1,190 | ||||
Liabilities incurred
|
5 | - | ||||||
Liabilities
settled
|
(3 | ) | (2 | ) | ||||
Accretion
|
84 | 79 | ||||||
Revisions in estimated cash
flows
|
(18 | ) | - | |||||
Balance
at end of year
|
$ | 1,335 | $ | 1,267 |
Subsidiary Company
|
Parent
Company
|
Commitment
|
Annual
Facility Fee
|
Maturity
|
|||||||
(In
millions)
|
|||||||||||
OES
Capital, Incorporated
|
OE
|
$ | 170 | 0.20 | % |
February 22,
2010
|
|||||
Centerior
Funding Corporation
|
CEI
|
200 | 0.20 |
February 22,
2010
|
|||||||
Penn
Power Funding LLC
|
Penn
|
25 | 0.60 |
December
18, 2009
|
|||||||
Met-Ed
Funding LLC
|
Met-Ed
|
80 | 0.60 |
December
18, 2009
|
|||||||
Penelec
Funding LLC
|
Penelec
|
75 | 0.60 |
December
18, 2009
|
|||||||
$ | 550 |
Ohio
|
||||||||||||||||||||||||
Energy
|
Competitive
|
Transitional
|
||||||||||||||||||||||
Delivery
|
Energy
|
Generation
|
Reconciling
|
|||||||||||||||||||||
Segment
Financial Information
|
Services
|
Services
|
Services
|
Other
|
Adjustments
|
Consolidated
|
||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
2008
|
||||||||||||||||||||||||
External
revenues
|
$ | 9,166 | $ | 1,571 | $ | 2,902 | $ | 72 | $ | (84 | ) | $ | 13,627 | |||||||||||
Internal
revenues
|
- | 2,968 | - | - | (2,968 | ) | - | |||||||||||||||||
Total
revenues
|
9,166 | 4,539 | 2,902 | 72 | (3,052 | ) | 13,627 | |||||||||||||||||
Depreciation
and amortization
|
1,090 | 243 | 64 | 4 | 13 | 1,414 | ||||||||||||||||||
Investment
income
|
170 | (34 | ) | 1 | 6 | (84 | ) | 59 | ||||||||||||||||
Net
interest charges
|
407 | 108 | 1 | 2 | 184 | 702 | ||||||||||||||||||
Income
taxes
|
555 | 314 | 56 | (53 | ) | (95 | ) | 777 | ||||||||||||||||
Net
income
|
833 | 472 | 83 | 116 | (162 | ) | 1,342 | |||||||||||||||||
Total
assets
|
22,760 | 9,559 | 265 | 539 | 398 | 33,521 | ||||||||||||||||||
Total
goodwill
|
5,551 | 24 | - | - | - | 5,575 | ||||||||||||||||||
Property
additions
|
839 | 1,835 | - | 176 | 38 | 2,888 | ||||||||||||||||||
2007
|
||||||||||||||||||||||||
External
revenues
|
$ | 8,726 | $ | 1,468 | $ | 2,596 | $ | 39 | $ | (27 | ) | $ | 12,802 | |||||||||||
Internal
revenues
|
- | 2,901 | - | - | (2,901 | ) | - | |||||||||||||||||
Total
revenues
|
8,726 | 4,369 | 2,596 | 39 | (2,928 | ) | 12,802 | |||||||||||||||||
Depreciation
and amortization
|
1,024 | 204 | (125 | ) | 4 | 26 | 1,133 | |||||||||||||||||
Investment
income
|
240 | 16 | 1 | 1 | (138 | ) | 120 | |||||||||||||||||
Net
interest charges
|
445 | 152 | 1 | 4 | 141 | 743 | ||||||||||||||||||
Income
taxes
|
574 | 330 | 69 | 4 | (94 | ) | 883 | |||||||||||||||||
Net
income
|
862 | 495 | 103 | 12 | (163 | ) | 1,309 | |||||||||||||||||
Total
assets
|
23,595 | 7,669 | 231 | 303 | 513 | 32,311 | ||||||||||||||||||
Total
goodwill
|
5,583 | 24 | - | - | - | 5,607 | ||||||||||||||||||
Property
additions
|
814 | 740 | - | 21 | 58 | 1,633 | ||||||||||||||||||
2006
|
||||||||||||||||||||||||
External
revenues
|
$ | 7,623 | $ | 1,429 | $ | 2,390 | $ | 95 | $ | (36 | ) | $ | 11,501 | |||||||||||
Internal
revenues
|
14 | 2,609 | - | - | (2,623 | ) | - | |||||||||||||||||
Total
revenues
|
7,637 | 4,038 | 2,390 | 95 | (2,659 | ) | 11,501 | |||||||||||||||||
Depreciation
and amortization
|
845 | 190 | (105 | ) | 4 | 23 | 957 | |||||||||||||||||
Investment
income
|
328 | 35 | - | 1 | (215 | ) | 149 | |||||||||||||||||
Net
interest charges
|
433 | 188 | 1 | 6 | 74 | 702 | ||||||||||||||||||
Income
taxes
|
595 | 262 | 75 | (21 | ) | (116 | ) | 795 | ||||||||||||||||
Income
from continuing operations
|
893 | 393 | 112 | 44 | (184 | ) | 1,258 | |||||||||||||||||
Discontinued
operations
|
- | - | - | (4 | ) | - | (4 | ) | ||||||||||||||||
Net
income
|
893 | 393 | 112 | 40 | (184 | ) | 1,254 | |||||||||||||||||
Total
assets
|
22,863 | 6,978 | 215 | 297 | 843 | 31,196 | ||||||||||||||||||
Total
goodwill
|
5,873 | 24 | - | 1 | - | 5,898 | ||||||||||||||||||
Property
additions
|
629 | 644 | - | 4 | 38 | 1,315 |
|
Products
and Services*
|
Energy Related
|
|||||||||
Electricity
|
Sales
and
|
||||||||
Year
|
Sales
|
Services
|
|||||||
(In
millions)
|
|||||||||
2008
|
$ | 12,693 | $ | - | |||||
2007
|
11,944 | - | |||||||
2006
|
10,671 | 48 |
16.
|
NEW ACCOUNTING STANDARDS AND
INTERPRETATIONS
|
|
SFAS
161 - “Disclosures about Derivative Instruments and Hedging Activities –
an Amendment of FASB Statement No.
133”
|
March
31,
|
June
30,
|
September
30,
|
December
31,
|
|||||||||||||
Three
Months Ended
|
2008
|
2008
|
2008
|
2008
|
||||||||||||
(In
millions, except per share amounts)
|
||||||||||||||||
Revenues
|
$ | 3,277 | $ | 3,245 | $ | 3,904 | $ | 3,201 | ||||||||
Expenses
|
2,660 | 2,663 | 3,058 | 2,484 | ||||||||||||
Operating
Income
|
617 | 582 | 846 | 717 | ||||||||||||
Other
Expense
|
154 | 159 | 137 | 193 | ||||||||||||
Income
Before Income Taxes
|
463 | 423 | 709 | 524 | ||||||||||||
Income
Taxes
|
187 | 160 | 238 | 192 | ||||||||||||
Net
Income
|
$ | 276 | $ | 263 | $ | 471 | $ | 332 | ||||||||
Earnings
Per Share of Common Stock:
|
||||||||||||||||
Basic
|
$ | 0.91 | $ | 0.86 | $ | 1.55 | $ | 1.09 | ||||||||
Diluted
|
$ | 0.90 | $ | 0.85 | $ | 1.54 | $ | 1.09 |
March
31,
|
June
30,
|
September
30,
|
December
31,
|
|||||||||||||
Three
Months Ended
|
2007
|
2007
|
2007
|
2007
|
||||||||||||
(In
millions, except per share amounts)
|
||||||||||||||||
Revenues
|
$ | 2,973 | $ | 3,109 | $ | 3,641 | $ | 3,079 | ||||||||
Expenses
|
2,336 | 2,381 | 2,791 | 2,479 | ||||||||||||
Operating
Income
|
637 | 728 | 850 | 600 | ||||||||||||
Other
Expense
|
147 | 168 | 164 | 144 | ||||||||||||
Income
Before Income Taxes
|
490 | 560 | 686 | 456 | ||||||||||||
Income
Taxes
|
200 | 222 | 273 | 188 | ||||||||||||
Net
Income
|
$ | 290 | $ | 338 | $ | 413 | $ | 268 | ||||||||
Earnings
Per Share of Common Stock:
|
||||||||||||||||
Basic
|
$ | 0.92 | $ | 1.11 | $ | 1.36 | $ | 0.88 | ||||||||
Diluted
|
$ | 0.92 | $ | 1.10 | $ | 1.34 | $ | 0.87 |
Contents (Cont’d)
|
Page
|
|
Metropolitan
Edison Company
|
||
Management's
Narrative Analysis of Results of Operations
|
54-57
|
|
Management
Reports
|
58
|
|
Report
of Independent Registered Public Accounting Firm
|
59
|
|
Consolidated
Statements of Income
|
60
|
|
Consolidated
Balance Sheets
|
61
|
|
Consolidated
Statements of Capitalization
|
62
|
|
Consolidated
Statements of Common Stockholder’s Equity
|
63
|
|
Consolidated
Statements of Cash Flows
|
64
|
|
Pennsylvania
Electric Company
|
||
|
||
Management's
Narrative Analysis of Results of Operations
|
65-68
|
|
Management
Reports
|
69
|
|
Report
of Independent Registered Public Accounting Firm
|
70
|
|
Consolidated
Statements of Income
|
71
|
|
Consolidated
Balance Sheets
|
72
|
|
Consolidated
Statements of Capitalization
|
73
|
|
Consolidated
Statements of Common Stockholder’s Equity
|
74
|
|
Consolidated
Statements of Cash Flows
|
75
|
|
Combined
Management’s Discussion and Analysis of Registrant
Subsidiaries
|
76-90
|
|
Combined
Notes to Consolidated Financial Statements
|
91-145
|
EPA
|
Environmental
Protection Agency
|
EPACT
|
Energy
Policy Act of 2005
|
ESP
|
Electric
Security Plan
|
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"
|
FIN
48
|
FIN
48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109”
|
FMB
|
First
Mortgage Bond
|
FSP
|
FASB
Staff Position
|
FSP
SFAS 115-1
and
SFAS 124-1
|
FSP SFAS
115-1 and SFAS 124-1, “The Meaning of Other-Than-Temporary Impairment and
its Application to Certain Investments”
|
GAAP
|
Accounting
Principles Generally Accepted in the United States
|
GHG
|
Greenhouse
Gases
|
IRS
|
Internal
Revenue Service
|
ISO
|
Independent
System Operator
|
kV
|
Kilovolt
|
KWH
|
Kilowatt-hours
|
LED
|
Light-emitting
Diode
|
LOC
|
Letter
of Credit
|
MEW
|
Mission
Energy Westside, Inc.
|
MISO
|
Midwest
Independent Transmission System Operator, Inc.
|
Moody’s
|
Moody’s
Investors Service, Inc.
|
MRO
|
Market
Rate Offer
|
MTC
|
Market
Transition Charge
|
MW
|
Megawatts
|
NAAQS
|
National
Ambient Air Quality Standards
|
NERC
|
North
American Electric Reliability Corporation
|
NJBPU
|
New
Jersey Board of Public Utilities
|
NOV
|
Notice
of Violation
|
NO
X
|
Nitrogen
Oxide
|
NRC
|
Nuclear
Regulatory Commission
|
NSR
|
New
Source Review
|
NUG
|
Non-Utility
Generation
|
NUGC
|
Non-Utility
Generation Charge
|
OCA
|
Office
of Consumer Advocate
|
OCI
|
Other
Comprehensive Income
|
OPEB
|
Other
Post-Employment Benefits
|
OSBA
|
Office
of Small Business Advocate
|
OTC
|
Over
the Counter
|
PCRB
|
Pollution
Control Revenue Bond
|
PJM
|
PJM
Interconnection L. L. C.
|
PLR
|
Provider
of Last Resort; an electric utility’s obligation to provide generation
service to customers whose alternative supplier fails to deliver
service
|
PPUC
|
Pennsylvania
Public Utility Commission
|
PRP
|
Potentially
Responsible Party
|
PSA
|
Power
Supply Agreement
|
PUCO
|
Public
Utilities Commission of Ohio
|
PUHCA
|
Public
Utility Holding Company Act of 1935
|
RCP
|
Rate
Certainty Plan
|
RECB
|
Regional
Expansion Criteria and Benefits
|
RFP
|
Request
for Proposal
|
RSP
|
Rate
Stabilization Plan
|
RTC
|
Regulatory
Transition Charge
|
RTO
|
Regional
Transmission Organization
|
S&P
|
Standard
& Poor’s Ratings Service
|
SBC
|
Societal
Benefits Charge
|
SEC
|
U.S.
Securities and Exchange Commission
|
SECA
|
Seams
Elimination Cost
Adjustment
|
SFAS
|
Statement
of Financial Accounting Standards
|
SFAS
71
|
SFAS
No. 71, "Accounting for the Effects of Certain Types of
Regulation"
|
SFAS
101
|
SFAS
No. 101, "Accounting for Discontinuation of Application of SFAS
71"
|
SFAS
107
|
SFAS
No. 107, “Disclosure about Fair Value of Financial
Instruments”
|
SFAS
109
|
SFAS
No. 109, “Accounting for Income Taxes”
|
SFAS
115
|
SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities"
|
SFAS
132(R)-1
|
SFAS
No. 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan
Assets”
|
SFAS
133
|
SFAS
No. 133, “Accounting for Derivative Instruments and Hedging
Activities”
|
SFAS
141(R)
|
SFAS
No. 141(R), “Business Combinations”
|
SFAS
142
|
SFAS
No. 142, "Goodwill and Other Intangible Assets"
|
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
157
|
SFAS
No. 157, “Fair Value Measurements”
|
SFAS
158
|
SFAS
No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and
132(R)”
|
SFAS
159
|
SFAS
No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities – Including an Amendment of FASB Statement No.
115”
|
SFAS
160
|
SFAS
No. 160, “Non-controlling Interests in Consolidated Financial Statements –
an Amendment of ARB No. 51”
|
SFAS
161
|
SFAS
No. 161, “Disclosures about Derivative Instruments and Hedging Activities
– an Amendment of FASB Statement No. 133”
|
SIP
|
State
Implementation Plan(s) Under the Clean Air Act
|
SNCR
|
Selective
Non-Catalytic Reduction
|
SO
2
|
Sulfur
Dioxide
|
TBC
|
Transition
Bond Charge
|
TMI-1
|
Three
Mile Island Unit 1
|
TMI-2
|
Three
Mile Island Unit 2
|
TSC
|
Transmission
Service Charge
|
VIE
|
Variable
Interest Entity
|
Revenues
by Type of Service
|
2008
|
2007
|
Increase
(Decrease)
|
|||||||||
(In
millions)
|
||||||||||||
Non-Affiliated
Generation Sales:
|
||||||||||||
Retail
|
$ | 615 | $ | 712 | $ | (97 | ) | |||||
Wholesale
|
717 | 603 | 114 | |||||||||
Total
Non-Affiliated Generation Sales
|
1,332 | 1,315 | 17 | |||||||||
Affiliated
Wholesale Generation Sales
|
2,968 | 2,901 | 67 | |||||||||
Transmission
|
150 | 103 | 47 | |||||||||
Other
|
68 | 6 | 62 | |||||||||
Total
Revenues
|
$ | 4,518 | $ | 4,325 | $ | 193 |
Increase
|
||||
Source
of Change in Non-Affiliated Generation Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect
of 15.8% decrease in sales volumes
|
$
|
(113
|
)
|
|
Change
in prices
|
16
|
|||
(97
|
)
|
|||
Wholesale:
|
||||
Effect
of 3.8% increase in sales volumes
|
23
|
|||
Change
in prices
|
91
|
|||
114
|
||||
Net
Increase in Non-Affiliated Generation Revenues
|
$
|
17
|
Increase
|
||||
Source
of Change in Affiliated Generation Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Ohio
Companies:
|
||||
Effect
of 1.5% decrease in sales volumes
|
$
|
(34
|
)
|
|
Change
in prices
|
129
|
|||
95
|
||||
Pennsylvania
Companies:
|
||||
Effect
of 1.5% decrease in sales volumes
|
(10
|
)
|
||
Change
in prices
|
(18
|
)
|
||
(28
|
)
|
|||
Net
Increase in Affiliated Generation Revenues
|
$
|
67
|
Source
of Change in Fuel Costs
|
Increase
|
|||
(In
millions)
|
||||
Fossil
Fuel:
|
||||
Change
due to volume consumed
|
$
|
90
|
||
Change
due to increased unit costs
|
129
|
|||
219
|
||||
Nuclear
Fuel:
|
||||
Change
due to volume consumed
|
8
|
|||
Change
due to increased unit costs
|
1
|
|||
9
|
||||
Net
Increase in Fuel Costs
|
$
|
228
|
Source
of Change in Purchased Power Costs
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
Power From Affiliates
|
||||
Change
due to volume purchased
|
$
|
(124
|
)
|
|
Change
due to decreased unit costs
|
(9
|
)
|
||
(133
|
)
|
|||
Purchased
Power From Non-affiliates:
|
||||
Change
due to volume purchased
|
(215
|
)
|
||
Change
due to increased unit costs
|
230
|
|||
15
|
||||
Net
Decrease in Purchased Power Costs
|
$
|
(118
|
)
|
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 liability as of January 1, 2008
|
$ | - | $ | (26 | ) | $ | (26 | ) | ||||
Additions/change
in value of existing contracts
|
(1 | ) | (19 | ) | (20 | ) | ||||||
Settled
contracts
|
- | 4 | 4 | |||||||||
Outstanding
net liability as of December 31, 2008
|
$ | (1 | ) | $ | (41 | ) | $ | (42 | ) | |||
Non-commodity
net liabilities as of December 31, 2008:
|
||||||||||||
Interest
rate swaps
|
$ | - | $ | - | $ | - | ||||||
Net
liabilities – derivative contacts as of December 31, 2008
|
$ | (1 | ) | $ | (41 | ) | $ | (42 | ) | |||
Impact
of changes in commodity derivative contracts
(*)
|
||||||||||||
Income
Statement effects (Pre-Tax)
|
$ | (1 | ) | $ | - | $ | (1 | ) | ||||
Balance
Sheet effects:
|
||||||||||||
OCI
(Pre-Tax)
|
$ | - | $ | (15 | ) | $ | (15 | ) |
|
(*)
|
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
|
$ | 1 | $ | 11 | $ | 12 | ||||||
Other
liabilities
|
(2 | ) | (43 | ) | (45 | ) | ||||||
Non-Current-
|
||||||||||||
Other
deferred charges
|
- | - | - | |||||||||
Other
noncurrent liabilities
|
- | (9 | ) | (9 | ) | |||||||
Net
liabilities
|
$ | (1 | ) | $ | (41 | ) | $ | (42 | ) |
Source
of Information
|
|||||||||||||||||||||||||||||
-
Fair Value by Contract Year
|
2009
|
2010
|
2011
|
|
2012
|
2013
|
Thereafter
|
Total
|
|||||||||||||||||||||
(In
millions)
|
|||||||||||||||||||||||||||||
Prices
actively quoted
(1)
|
$ | (16 | ) | $ | (9 | ) | $ | - | $ | - | $ | - | $ | - | $ | (25 | ) | ||||||||||||
Broker
quote sheets
(2
)
|
(17 | ) | - | - | - | - | - | (17 | ) | ||||||||||||||||||||
Total
|
$ | (33 | ) | $ | (9 | ) | $ | - | $ | - | $ | - | $ | - | $ | (42 | ) |
|
(1)
|
Exchange
traded.
|
|
(2)
|
Validated
by observable market transactions.
|
Comparison
of Carrying Value to Fair Value
|
||||||||||||||||||||||||||||||||
There-
|
Fair
|
|||||||||||||||||||||||||||||||
Year
of Maturity
|
2009
|
2010
|
2011
|
2012
|
2013
|
after
|
Total
|
Value
|
||||||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||
Investments
Other Than Cash
|
||||||||||||||||||||||||||||||||
and
Cash Equivalents:
|
||||||||||||||||||||||||||||||||
Fixed
Income
|
$ | 11 | $ | 74 | $ | 653 | $ | 738 | $ | 737 | ||||||||||||||||||||||
Average
interest rate
|
2.8 | % | 5.0 | % | 4.4 | % | 4.4 | % | ||||||||||||||||||||||||
Liabilities
|
||||||||||||||||||||||||||||||||
Long-term
Debt:
|
||||||||||||||||||||||||||||||||
Fixed
rate
|
$ | 41 | $ | 53 | $ | 58 | $ | 68 | $ | 75 | $ | 182 | $ | 477 | $ | 453 | ||||||||||||||||
Average
interest rate
|
8.9 | % | 8.9 | % | 8.9 | % | 9.0 | % | 9.0 | % | 7.4 | % | 8.3 | % | ||||||||||||||||||
Variable
rate
|
$ | 2,075 | $ | 2,075 | $ | 2,075 | ||||||||||||||||||||||||||
Average
interest rate
|
1.5 | % | 1.5 | % | ||||||||||||||||||||||||||||
Short-term
Borrowings:
|
$ | 1,265 | $ | 1,265 | $ | 1,265 | ||||||||||||||||||||||||||
Average
interest rate
|
1.1 | % | 1.1 | % |
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24,
2009
|
For
the Years Ended December 31,
|
2008
|
2007
|
2006
|
|||||||||
(In
thousands)
|
||||||||||||
REVENUES:
|
||||||||||||
Electric
sales to affiliates (Note 3)
|
$ | 2,968,323 | $ | 2,901,154 | $ | 2,609,299 | ||||||
Electric
sales to non-affiliates
|
1,332,364 | 1,315,141 | 1,265,604 | |||||||||
Other
|
217,666 | 108,732 | 136,450 | |||||||||
Total
revenues
|
4,518,353 | 4,325,027 | 4,011,353 | |||||||||
EXPENSES
(Note 3):
|
||||||||||||
Fuel
|
1,315,293 | 1,087,010 | 1,105,657 | |||||||||
Purchased
power from affiliates
|
101,409 | 234,090 | 257,001 | |||||||||
Purchased
power from non-affiliates
|
778,882 | 764,090 | 590,491 | |||||||||
Other
operating expenses
|
1,084,548 | 1,041,039 | 1,027,564 | |||||||||
Provision
for depreciation
|
231,899 | 192,912 | 179,163 | |||||||||
General
taxes
|
88,004 | 87,098 | 73,332 | |||||||||
Total
expenses
|
3,600,035 | 3,406,239 | 3,233,208 | |||||||||
OPERATING
INCOME
|
918,318 | 918,788 | 778,145 | |||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||
Investment
income (loss)
|
(22,678 | ) | 41,438 | 45,937 | ||||||||
Miscellaneous
income
|
1,698 | 11,438 | 8,565 | |||||||||
Interest
expense to affiliates (Note 3)
|
(29,829 | ) | (65,501 | ) | (162,673 | ) | ||||||
Interest
expense - other
|
(111,682 | ) | (92,199 | ) | (26,468 | ) | ||||||
Capitalized
interest
|
43,764 | 19,508 | 11,495 | |||||||||
Total
other expense
|
(118,727 | ) | (85,316 | ) | (123,144 | ) | ||||||
INCOME
BEFORE INCOME TAXES
|
799,591 | 833,472 | 655,001 | |||||||||
INCOME
TAXES
|
293,181 | 304,608 | 236,348 | |||||||||
NET
INCOME
|
$ | 506,410 | $ | 528,864 | $ | 418,653 | ||||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
FirstEnergy Solutions Corp. are an integral part of these
statements.
|
FIRSTENERGY
SOLUTIONS CORP.
|
CONSOLIDATED
BALANCE SHEETS
|
As
of December 31,
|
2008
|
2007
|
||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 39 | $ | 2 | ||||
Receivables-
|
||||||||
Customers
(less accumulated provisions of $5,899,000 and $8,072,000,
|
||||||||
respectively,
for uncollectible accounts)
|
86,123 | 133,846 | ||||||
Associated
companies
|
378,100 | 376,499 | ||||||
Other
(less accumulated provisions of $6,815,000 and $9,000
|
||||||||
respectively,
for uncollectible accounts)
|
24,626 | 3,823 | ||||||
Notes
receivable from associated companies
|
129,175 | 92,784 | ||||||
Materials
and supplies, at average cost
|
521,761 | 427,015 | ||||||
Prepayments
and other
|
112,535 | 92,340 | ||||||
1,252,359 | 1,126,309 | |||||||
PROPERTY,
PLANT AND EQUIPMENT:
|
||||||||
In
service
|
9,871,904 | 8,294,768 | ||||||
Less
- Accumulated provision for depreciation
|
4,254,721 | 3,892,013 | ||||||
5,617,183 | 4,402,755 | |||||||
Construction
work in progress
|
1,747,435 | 761,701 | ||||||
7,364,618 | 5,164,456 | |||||||
INVESTMENTS:
|
||||||||
Nuclear
plant decommissioning trusts
|
1,033,717 | 1,332,913 | ||||||
Long-term
notes receivable from associated companies
|
62,900 | 62,900 | ||||||
Other
|
61,591 | 40,004 | ||||||
1,158,208 | 1,435,817 | |||||||
DEFERRED
CHARGES AND OTHER ASSETS:
|
||||||||
Accumulated
deferred income tax benefits
|
267,762 | 276,923 | ||||||
Lease
assignment receivable from associated companies (Note 6)
|
71,356 | 215,258 | ||||||
Goodwill
|
24,248 | 24,248 | ||||||
Property
taxes
|
50,104 | 47,774 | ||||||
Pension
assets (Note 4)
|
- | 16,723 | ||||||
Unamortized
sale and leaseback costs
|
69,932 | 70,803 | ||||||
Other
|
96,434 | 43,953 | ||||||
579,836 | 695,682 | |||||||
$ | 10,355,021 | $ | 8,422,264 | |||||
LIABILITIES
AND CAPITALIZATION
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Currently
payable long-term debt
|
$ | 2,024,898 | $ | 1,441,196 | ||||
Short-term
borrowings-
|
||||||||
Associated
companies
|
264,823 | 264,064 | ||||||
Other
|
1,000,000 | 300,000 | ||||||
Accounts
payable-
|
||||||||
Associated
companies
|
472,338 | 445,264 | ||||||
Other
|
154,593 | 177,121 | ||||||
Accrued
taxes
|
79,766 | 171,451 | ||||||
Other
|
248,439 | 237,806 | ||||||
4,244,857 | 3,036,902 | |||||||
CAPITALIZATION
(See Consolidated Statements of Capitalization):
|
||||||||
Common
stockholder's equity
|
2,944,423 | 2,414,231 | ||||||
Long-term
debt and other long-term obligations
|
571,448 | 533,712 | ||||||
3,515,871 | 2,947,943 | |||||||
NONCURRENT
LIABILITIES:
|
||||||||
Deferred
gain on sale and leaseback transaction
|
1,026,584 | 1,060,119 | ||||||
Accumulated
deferred investment tax credits
|
62,728 | 61,116 | ||||||
Asset
retirement obligations
|
863,085 | 810,114 | ||||||
Retirement
benefits
|
194,177 | 63,136 | ||||||
Property
taxes
|
50,104 | 48,095 | ||||||
Lease
market valuation liability
|
307,705 | 353,210 | ||||||
Other
|
89,910 | 41,629 | ||||||
2,594,293 | 2,437,419 | |||||||
COMMITMENTS
AND CONTINGENCIES (Notes 6 & 13)
|
||||||||
$ | 10,355,021 | $ | 8,422,264 | |||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
FirstEnergy Solutions Corp. are an integral part of these balance
sheets.
|
Retail
Generation KWH Sales
|
Decrease
|
|||
Residential
|
(0.9 | ) % | ||
Commercial
|
(1.6 | ) % | ||
Industrial
|
(5.7 | ) % | ||
Decrease
in Generation Sales
|
(2.7 | ) % |
Retail
Generation Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
41
|
||
Commercial
|
19
|
|||
Industrial
|
18
|
|||
Increase
in Generation Revenues
|
$
|
78
|
Distribution
KWH Deliveries
|
Decrease
|
|||
Residential
|
(1.4)
|
%
|
||
Commercial
|
(1.7)
|
%
|
||
Industrial
|
(4.8)
|
%
|
||
Other
|
(0.1)
|
%
|
||
Decrease
in Distribution Deliveries
|
(2.7)
|
%
|
Distribution
Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
8
|
||
Commercial
|
6
|
|||
Industrial
|
5
|
|||
Other
|
2
|
|||
Increase
in Distribution Revenues
|
$
|
21
|
Expenses
– Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$ | (41 | ) | |
Other
operating costs
|
(2 | ) | ||
Provision
for depreciation
|
2 | |||
Amortization
of regulatory assets
|
24 | |||
Deferral
of new regulatory assets
|
79 | |||
General
taxes
|
5 | |||
Net
Increase in Expenses
|
$ | 67 |
Comparison
of Carrying Value to Fair Value
|
|||||||||||||||||||||||||||||||||
There-
|
Fair
|
||||||||||||||||||||||||||||||||
Year
of Maturity
|
2009
|
2010
|
2011
|
2012
|
2013
|
after
|
Total
|
Value
|
|||||||||||||||||||||||||
(Dollars
in millions)
|
|||||||||||||||||||||||||||||||||
Assets
|
|||||||||||||||||||||||||||||||||
Investments
Other Than Cash
|
|||||||||||||||||||||||||||||||||
and
Cash Equivalents:
|
|||||||||||||||||||||||||||||||||
Fixed
Income
|
$ | 25 | $ | 29 | $ | 31 | $ | 34 | $ | 39 | $ | 438 | $ | 596 | $ | 618 | |||||||||||||||||
Average
interest rate
|
8.5 | % | 8.6 | % | 8.6 | % | 8.7 | % | 8.7 | % | 7.0 | % | 7.4 | % | |||||||||||||||||||
Liabilities
|
|||||||||||||||||||||||||||||||||
Long-term
Debt:
|
|||||||||||||||||||||||||||||||||
Fixed
rate
|
$ | 1 | $ | 65 | $ | 1 | $ | 1 | $ | 2 | $ | 1,062 | $ | 1,132 | $ | 1,123 | |||||||||||||||||
Average
interest rate
|
9.2 | % | 5.5 | % | 9.7 | % | 9.7 | % | 7.5 | % | 7.0 | % | 6.9 | % | |||||||||||||||||||
Variable
rate
|
$ | 100 | $ | 100 | $ | 100 | |||||||||||||||||||||||||||
Average
interest rate
|
2.3 | % | 2.3 | % | |||||||||||||||||||||||||||||
Short-term
Borrowings:
|
$ | 2 | $ | 2 | $ | 2 | |||||||||||||||||||||||||||
Average
interest rate
|
0.0 | % | 0.0 | % |
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
Retail
KWH Sales
|
Decrease
|
|||
Residential
|
(0.3
|
)%
|
||
Commercial
|
(0.7
|
)%
|
||
Industrial
|
(2.6
|
)%
|
||
Decrease
in Retail Sales
|
(1.4
|
)%
|
Retail
Generation Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
23
|
||
Commercial
|
17
|
|||
Industrial
|
24
|
|||
Increase
in Generation Revenues
|
$
|
64
|
Distribution
KWH Deliveries
|
Decrease
|
|||
Residential
|
(1.1
|
)%
|
||
Commercial
|
(1.9
|
)%
|
||
Industrial
|
(2.9
|
)%
|
||
Decrease
in Distribution Deliveries
|
(2.1
|
)%
|
Distribution
Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
-
|
||
Commercial
|
3
|
|||
Industrial
|
3
|
|||
Increase
in Distribution Revenues
|
$
|
6
|
Expenses -
Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Fuel
costs
|
$
|
(40
|
)
|
|
Purchased
power costs
|
22
|
|||
Other
operating costs
|
(51
|
)
|
||
Provision
for depreciation
|
(3
|
)
|
||
Amortization
of regulatory assets
|
19
|
|||
Deferral
of new regulatory assets
|
42
|
|||
General
taxes
|
2
|
|||
Net
Decrease in Expenses
|
$
|
(9
|
)
|
Comparison
of Carrying Value to Fair Value
|
|||||||||||||||||||||||||||||||||
There-
|
Fair
|
||||||||||||||||||||||||||||||||
Year
of Maturity
|
2009
|
2010
|
2011
|
2012
|
2013
|
after
|
Total
|
Value
|
|||||||||||||||||||||||||
(Dollars
in millions)
|
|||||||||||||||||||||||||||||||||
Assets
|
|||||||||||||||||||||||||||||||||
Investments
Other Than Cash
|
|||||||||||||||||||||||||||||||||
and
Cash Equivalents:
|
|||||||||||||||||||||||||||||||||
Fixed
Income
|
$ | 37 | $ | 49 | $ | 53 | $ | 66 | $ | 75 | $ | 146 | $ | 426 | $ | 435 | |||||||||||||||||
Average
interest rate
|
7.7 | % | 7.7 | % | 7.7 | % | 7.7 | % | 7.7 | % | 7.7 | % | 7.7 | % | |||||||||||||||||||
Liabilities
|
|||||||||||||||||||||||||||||||||
Long-term
Debt:
|
|||||||||||||||||||||||||||||||||
Fixed
rate
|
$ | 150 | $ | 18 | $ | 20 | $ | 22 | $ | 324 | $ | 1,207 | $ | 1,741 | $ | 1,618 | |||||||||||||||||
Average
interest rate
|
7.4 | % | 7.7 | % | 7.7 | % | 7.7 | % | 5.8 | % | 7.2 | % | 7.0 | % | |||||||||||||||||||
Short-term
Borrowings:
|
$ | 228 | $ | 228 | $ | 228 | |||||||||||||||||||||||||||
Average
interest rate
|
1.8 | % | 1.8 | % |
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
Increase
|
||||
Retail
KWH Sales
|
(Decrease)
|
|||
Residential
|
0.5
|
%
|
||
Commercial
|
6.4
|
%
|
||
Industrial
|
(6.8
|
)%
|
||
Net
Decrease in Retail KWH Sales
|
(2.4
|
)%
|
Retail
Generation Revenues
|
Increase
|
|||
(In
millions
)
|
||||
Residential
|
$
|
11
|
||
Commercial
|
16
|
|||
Industrial
|
22
|
|||
Increase
in Retail Generation Revenues
|
$
|
49
|
Distribution
KWH Deliveries
|
Decrease
|
|||
Residential
|
(0.6
|
)%
|
||
Commercial
|
(1.3
|
)%
|
||
Industrial
|
(6.8
|
)%
|
||
Decrease
in Distribution Deliveries
|
(3.8
|
)%
|
Distribution
Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
4
|
||
Commercial
|
2
|
|||
Industrial
|
1
|
|||
Increase
in Distribution Revenues
|
$
|
7
|
Expenses
– Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$
|
15
|
||
Other
operating costs
|
(89
|
)
|
||
Provision
for depreciation
|
(4
|
)
|
||
Amortization
of regulatory assets
|
5
|
|||
Deferral
of new regulatory assets
|
48
|
|||
General
taxes
|
1
|
|||
Net
Decrease in Expenses
|
$
|
(24
|
)
|
Comparison
of Carrying Value to Fair Value
|
|||||||||||||||||||||||||||||||||
There-
|
Fair
|
||||||||||||||||||||||||||||||||
Year
of Maturity
|
2009
|
2010
|
2011
|
2012
|
2013
|
after
|
Total
|
Value
|
|||||||||||||||||||||||||
(Dollars
in millions)
|
|||||||||||||||||||||||||||||||||
Assets
|
|||||||||||||||||||||||||||||||||
Investments
Other Than Cash
and
Cash Equivalents:
|
|||||||||||||||||||||||||||||||||
Fixed
Income
|
$ | 12 | $ | 18 | $ | 21 | $ | 22 | $ | 25 | $ | 165 | $ | 263 | $ | 274 | |||||||||||||||||
Average
interest rate
|
7.7 | % | 7.7 | % | 7.7 | % | 7.7 | % | 7.7 | % | 6.2 | % | 6.8 | % | |||||||||||||||||||
Liabilities
|
|||||||||||||||||||||||||||||||||
Long-term
Debt:
|
|||||||||||||||||||||||||||||||||
Fixed
rate
|
$ | 300 | $ | 300 | $ | 244 | |||||||||||||||||||||||||||
Average
interest rate
|
6.2 | % | 6.2 | % | |||||||||||||||||||||||||||||
Short-term
Borrowings:
|
$ | 111 | $ | 111 | $ | 111 | |||||||||||||||||||||||||||
Average
interest rate
|
1.5 | % | 1.5 | % |
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
Retail
Generation KWH Sales
|
Decrease
|
|||
Residential
|
(1.7)
|
%
|
||
Commercial
|
(6.1)
|
%
|
||
Industrial
|
(6.3)
|
%
|
||
Decrease
in Generation Sales
|
(3.7)
|
%
|
Retail
Generation Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
124
|
||
Commercial
|
52
|
|||
Industrial
|
6
|
|||
Increase
in Generation Revenues
|
$
|
182
|
Distribution
KWH Deliveries
|
Decrease
|
|||
Residential
|
(1.7)
|
%
|
||
Commercial
|
(1.6)
|
%
|
||
Industrial
|
(3.9)
|
%
|
||
Decrease
in Distribution Deliveries
|
(2.0)
|
%
|
Distribution
Revenues
|
Decrease
|
|||
(In
millions)
|
||||
Residential
|
$
|
(1
|
)
|
|
Commercial
|
(5
|
)
|
||
Industrial
|
(1
|
)
|
||
Decrease
in Distribution Revenues
|
$
|
(7
|
)
|
Expenses -
Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$
|
248
|
||
Other
operating costs
|
(23
|
)
|
||
Provision
for depreciation
|
11
|
|||
Amortization
of regulatory assets
|
(23
|
)
|
||
General
taxes
|
1
|
|||
Net
increase in expenses
|
$
|
214
|
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, 2008
|
$ | (740 | ) | $ | - | $ | (740 | ) | ||||
Additions/Changes
in value of existing contracts
|
1 | - | 1 | |||||||||
Settled
contracts
|
229 | - | 229 | |||||||||
Net Liabilities - Derivatives
Contracts as of December 31, 2008
(1)
|
$ | (510 | ) | $ | - | $ | (510 | ) | ||||
Impact of Changes in Commodity
Derivative Contracts
(2)
|
||||||||||||
Income
Statement Effects (Pre-Tax)
|
$ | - | $ | - | $ | - | ||||||
Balance
Sheet Effects:
|
||||||||||||
Regulatory
Asset (Net)
|
$ | (230 | ) | $ | - | $ | (230 | ) |
|
(1)
|
Includes
$510 million in non-hedge commodity derivative contracts (primarily
with NUGs) that are offset by a regulatory asset, with no impact to
earnings.
|
|
(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)
|
||||||||||||
Non-Current-
|
||||||||||||
Other
deferred charges
|
$ | 22 | $ | - | $ | 22 | ||||||
Other
noncurrent liabilities
|
(532 | ) | - | (532 | ) | |||||||
Net
liabilities
|
$ | (510 | ) | $ | - | $ | (510 | ) |
Source
of Information
|
|||||||||||||||||||||||||||||
-
Fair Value by Contract Year
|
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
Total
|
||||||||||||||||||||||
(In
millions)
|
|||||||||||||||||||||||||||||
Broker
quote sheets
(1
)
|
$ | (161 | ) | $ | (149 | ) | $ | (109 | ) | $ | (41 | ) | $ | - | $ | - | $ | (460 | ) | ||||||||||
Prices
based on models
|
- | - | - | - | (25 | ) | (25 | ) | (50 | ) | |||||||||||||||||||
Total
(2
)
|
$ | (161 | ) | $ | (149 | ) | $ | (109 | ) | $ | (41 | ) | $ | (25 | ) | $ | (25 | ) | $ | (510 | ) |
(1)
|
Validated
by observable market
transactions.
|
(2)
|
Includes
$510 million in non-hedge commodity derivative contracts (primarily
with NUGs) that are offset by a regulatory asset, with no impact to
earnings.
|
Comparison
of Carrying Value to Fair Value
|
|||||||||||||||||||||||||||||||||
There-
|
Fair
|
||||||||||||||||||||||||||||||||
Year
of Maturity
|
2009
|
2010
|
2011
|
2012
|
2013
|
after
|
Total
|
Value
|
|||||||||||||||||||||||||
(Dollars
in millions)
|
|||||||||||||||||||||||||||||||||
Assets
|
|||||||||||||||||||||||||||||||||
Investments
Other Than Cash
and
Cash Equivalents:
|
|||||||||||||||||||||||||||||||||
Fixed
Income
|
$ | 1 | $ | 258 | $ | 259 | $ | 259 | |||||||||||||||||||||||||
Average interest
rate
|
4.0 | % | 4.6 | % | 4.6 | % | |||||||||||||||||||||||||||
Liabilities
|
|||||||||||||||||||||||||||||||||
Long-term
Debt:
|
|||||||||||||||||||||||||||||||||
Fixed
rate
|
$ | 29 | $ | 31 | $ | 32 | $ | 34 | $ | 36 | $ | 1,407 | $ | 1,569 | $ | 1,520 | |||||||||||||||||
Average
interest rate
|
5.3 | % | 5.4 | % | 5.6 | % | 5.7 | % | 5.7 | % | 5.8 | % | 5.8 | % | |||||||||||||||||||
Short-term
Borrowings:
|
$ | 121 | $ | 121 | $ | 121 | |||||||||||||||||||||||||||
Average
interest rate
|
1.5 | % | 1.5 | % |
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
Increase
|
||||
Retail
Generation KWH Sales
|
(Decrease)
|
|||
Residential
|
-
|
|||
Commercial
|
1.3
|
%
|
||
Industrial
|
(4.0
|
)%
|
||
Net
Decrease in Retail Generation Sales
|
(0.7
|
)%
|
Increase
|
||||
Retail
Generation Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Residential
|
$
|
1
|
||
Commercial
|
3
|
|||
Industrial
|
(7
|
)
|
||
Net
Decrease in Retail Generation Revenues
|
$
|
(3
|
)
|
Increase
|
||||
Distribution
KWH Deliveries
|
(Decrease)
|
|||
Residential
|
-
|
|||
Commercial
|
1.3
|
%
|
||
Industrial
|
(4.0
|
)%
|
||
Net
Decrease in Distribution Deliveries
|
(0.7
|
)%
|
Distribution
Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
21
|
||
Commercial
|
17
|
|||
Industrial
|
9
|
|||
Increase
in Distribution Revenues
|
$
|
47
|
Expenses
– Changes
|
Increase
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$
|
112
|
||
Other
operating costs
|
10
|
|||
Provision
for depreciation
|
2
|
|||
Amortization
of regulatory assets
|
8
|
|||
Deferral
of new regulatory assets
|
15
|
|||
General
taxes
|
6
|
|||
Increase
in expenses
|
$
|
153
|
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 liabilities as of January 1, 2008
|
$ | (9 | ) | $ | - | $ | (9 | ) | ||||
Additions/Changes
in value of existing contracts
|
144 | - | 144 | |||||||||
Settled
contracts
|
29 | - | 29 | |||||||||
Net Assets - Derivatives
Contracts as of December 31, 2008
(1)
|
$ | 164 | $ | - | $ | 164 | ||||||
Impact of Changes in Commodity
Derivative Contracts
(2)
|
||||||||||||
Income
Statement Effects (Pre-Tax)
|
$ | - | $ | - | $ | - | ||||||
Balance
Sheet Effects:
|
||||||||||||
Regulatory
Liability (net)
|
$ | (173 | ) | $ | - | $ | (173 | ) |
|
(1)
|
Includes
$164 million in non-hedge commodity derivative contracts (primarily
with NUGs) that are offset by a regulatory liability with no impact to
earnings.
|
|
(2)
|
Represents
the change in value of existing contracts, settled contracts and changes
in techniques/assumptions.
|
Non-Hedge
|
Hedge
|
Total
|
||||||||||
(In
millions)
|
||||||||||||
Non-Current-
|
||||||||||||
Other
deferred charges
|
$ | 314 | $ | - | $ | 314 | ||||||
Other
noncurrent liabilities
|
(150 | ) | - | (150 | ) | |||||||
Net
assets
|
$ | 164 | $ | - | $ | 164 |
Source
of Information
|
|||||||||||||||||||||||||||||
-
Fair Value by Contract Year
|
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
Total
|
||||||||||||||||||||||
(In
millions)
|
|||||||||||||||||||||||||||||
Broker
quote sheets
(1)
|
$ | (39 | ) | $ | (29 | ) | $ | (28 | ) | $ | (23 | ) | $ | - | $ | - | $ | (119 | ) | ||||||||||
Prices
based on models
|
- | - | - | - | 42 | 241 | 283 | ||||||||||||||||||||||
Total
(2)
|
$ | (39 | ) | $ | (29 | ) | $ | (28 | ) | $ | (23 | ) | $ | 42 | $ | 241 | $ | 164 |
|
(1)
|
Validated
by observable market transactions.
|
|
(2)
|
Includes
$164 million in non-hedge commodity derivative contracts (primarily
with NUGs) that are offset by a regulatory liability with no impact to
earnings.
|
Comparison
of Carrying Value to Fair Value
|
||||||||||||||||||||||||||||||||
There-
|
Fair
|
|||||||||||||||||||||||||||||||
Year
of Maturity
|
2009
|
2010
|
2011
|
2012
|
2013
|
after
|
Total
|
Value
|
||||||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||
Investments
Other Than Cash
and
Cash Equivalents:
|
||||||||||||||||||||||||||||||||
Fixed
Income
|
$ | 116 | $ | 116 | $ | 116 | ||||||||||||||||||||||||||
Average
interest rate
|
4.4 | % | 4.4 | % | ||||||||||||||||||||||||||||
Liabilities
|
||||||||||||||||||||||||||||||||
Long-term
Debt:
|
||||||||||||||||||||||||||||||||
Fixed
rate
|
$ | 100 | $ | 150 | $ | 263 | $ | 513 | $ | 490 | ||||||||||||||||||||||
Average
interest rate
|
4.5 | % | 5.0 | % | 4.9 | % | 4.8 | % | ||||||||||||||||||||||||
Variable
rate
|
$ | 29 | $ | 29 | $ | 29 | ||||||||||||||||||||||||||
Average
interest rate
|
1.1 | % | 1.1 | % | ||||||||||||||||||||||||||||
Short-term
Borrowings:
|
$ |
265
|
$ | 265 | $ | 265 | ||||||||||||||||||||||||||
Average
interest rate
|
0.9
|
% | 0.9 | % |
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
Retail
Generation KWH Sales
|
Increase
(Decrease)
|
|||
Residential
|
1.4
|
%
|
||
Commercial
|
0.9
|
%
|
||
Industrial
|
(1.9
|
)%
|
||
Net
Increase in Retail Generation Sales
|
0.2
|
%
|
Retail
Generation Revenues
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Residential
|
$
|
4
|
||
Commercial
|
2
|
|||
Industrial
|
(2
|
)
|
||
Net
Increase in Retail Generation Revenues
|
$
|
4
|
Distribution
KWH Deliveries
|
Increase
(Decrease)
|
|||
Residential
|
1.4
|
%
|
||
Commercial
|
0.9
|
%
|
||
Industrial
|
(0.3
|
)%
|
||
Net
Increase in Distribution Deliveries
|
0.6
|
%
|
Distribution
Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$ | 11 | ||
Commercial
|
3 | |||
Industrial
|
1 | |||
Increase
in Distribution Revenues
|
$ | 15 |
Expenses
- Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$ | 85 | ||
Other
operating costs
|
(7 | ) | ||
Provision
for depreciation
|
5 | |||
Amortization
of regulatory assets, net
|
24 | |||
General
taxes
|
4 | |||
Net
Increase in expenses
|
$ | 111 |
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 liabilities as of January 1, 2008
|
$ | (16 | ) | $ | - | $ | (16 | ) | ||||
Additions/Changes
in value of existing contracts
|
50 | - | 50 | |||||||||
Settled
contracts
|
9 | - | 9 | |||||||||
Net Assets - Derivatives
Contracts as of December 31, 2008
(1)
|
$ | 43 | $ | - | $ | 43 | ||||||
Impact of Changes in Commodity
Derivative Contracts
(2)
|
||||||||||||
Income
Statement Effects (Pre-Tax)
|
$ | - | $ | - | $ | - | ||||||
Balance
Sheet Effects:
|
||||||||||||
Regulatory
Liability (net)
|
$ | (59 | ) | $ | - | $ | (59 | ) |
|
(1)
|
Includes
$43 million in non-hedge commodity derivative contracts (primarily
with NUGs) that are offset by a regulatory liability with no impact to
earnings.
|
|
(2)
|
Represents
the change in value of existing contracts, settled contracts and changes
in techniques/assumptions.
|
Non-Hedge
|
Hedge
|
Total
|
||||||||||
(In
millions)
|
||||||||||||
Non-Current-
|
||||||||||||
Other
deferred charges
|
$ | 127 | $ | - | $ | 127 | ||||||
Other
noncurrent liabilities
|
(84 | ) | - | (84 | ) | |||||||
Net
assets
|
$ | 43 | $ | - | $ | 43 |
Source
of Information
|
|||||||||||||||||||||||||||||
-
Fair Value by Contract Year
|
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
Total
|
||||||||||||||||||||||
(In
millions)
|
|||||||||||||||||||||||||||||
Broker
quote sheets
(1)
|
$ | (31 | ) | $ | (22 | ) | $ | (35 | ) | $ | (36 | ) | $ | - | $ | - | $ | (124 | ) | ||||||||||
Prices
based on models
|
- | - | - | - | 28 | 139 | 167 | ||||||||||||||||||||||
Total
(2)
|
$ | (31 | ) | $ | (22 | ) | $ | (35 | ) | $ | (36 | ) | $ | 28 | $ | 139 | $ | 43 |
|
(1)
|
Validated
by observable market transactions.
|
|
(2)
|
Includes
$43 million in non-hedge commodity derivative contracts (primarily
with NUGs) that are offset by a regulatory liability with no impact to
earnings.
|
Comparison
of Carrying Value to Fair Value
|
|||||||||||||||||||||||||||||||||
There-
|
Fair
|
||||||||||||||||||||||||||||||||
Year
of Maturity
|
2009
|
2010
|
2011
|
2012
|
2013
|
after
|
Total
|
Value
|
|||||||||||||||||||||||||
(Dollars
in millions)
|
|||||||||||||||||||||||||||||||||
Assets
|
|||||||||||||||||||||||||||||||||
Investments
Other Than Cash
and
Cash Equivalents:
|
|||||||||||||||||||||||||||||||||
Fixed
Income
|
$ | 179 | $ | 179 | $ | 179 | |||||||||||||||||||||||||||
Average
interest rate
|
3.9 | % | 3.9 | % | |||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||
Liabilities
|
|||||||||||||||||||||||||||||||||
Long-term
Debt:
|
|||||||||||||||||||||||||||||||||
Fixed
rate
|
$ | 100 | $ | 59 | $ | 575 | $ | 734 | $ | 676 | |||||||||||||||||||||||
Average
interest rate
|
6.1 | % | 6.8 | % | 5.9 | % | 6.0 | % | |||||||||||||||||||||||||
Variable
rate
|
$ | 45 | $ | 45 | $ | 45 | |||||||||||||||||||||||||||
Average
interest rate
|
1.2 | % | 1.2 | % | |||||||||||||||||||||||||||||
Short-term
Borrowings:
|
$ | 281 | $ | 281 | $ | 281 | |||||||||||||||||||||||||||
Average
interest rate
|
0.9 | % | 0.9 | % |
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
February
24, 2009
|
|
·
|
restructuring
the electric generation business and allowing the Utilities' customers to
select a competitive electric generation supplier other than the
Utilities;
|
|
·
|
establishing
or defining the PLR obligations to customers in the Utilities' service
areas;
|
|
·
|
providing
the Utilities 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 Utilities' transmission and distribution systems;
and
|
|
·
|
requiring
corporate separation of regulated and unregulated business
activities.
|
December
31,
|
December
31,
|
|
|||||||||||
Regulatory
Assets*
|
2008
|
2007
|
Decrease
|
||||||||||
(In
millions)
|
|||||||||||||
OE
|
$ | 575 | $ | 737 | $ | (162 | ) | ||||||
CEI
|
784 | 871 | (87 | ) | |||||||||
TE
|
109 | 204 | (95 | ) | |||||||||
JCP&L
|
1,228 | 1,596 | (368 | ) | |||||||||
Met-Ed
|
413 | 523 | (110 | ) |
|
·
|
power
acquired by utilities to serve customers after rate caps expire will be
procured through a competitive procurement process that must include a mix
of long-term and short-term contracts and spot market
purchases;
|
|
·
|
the
competitive procurement process must be approved by the PPUC and may
include auctions, RFPs, and/or bilateral
agreements;
|
|
·
|
utilities
must provide for the installation of smart meter technology within 15
years;
|
|
·
|
a
minimum reduction in peak demand of 4.5% by May 31,
2013;
|
|
·
|
minimum
reductions in energy consumption of 1% and 3% by May 31, 2011 and May 31,
2013, respectively; and
|
|
·
|
an
expanded definition of alternative energy to include additional types of
hydroelectric and biomass
facilities.
|
|
·
|
maximize
energy efficiency to achieve a 20% reduction in energy consumption by
2020;
|
|
·
|
reduce
peak demand for electricity by 5,700 MW by
2020;
|
|
·
|
meet
30% of the state’s electricity needs with renewable energy by
2020;
|
|
·
|
examine
smart grid technology and develop additional cogeneration and other
generation resources consistent with the state’s greenhouse gas targets;
and
|
|
·
|
invest
in innovative clean energy technologies and businesses to stimulate the
industry’s growth in New Jersey.
|
1.
|
ORGANIZATION
AND BASIS OF PRESENTATION
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
(A)
|
ACCOUNTING
FOR THE EFFECTS OF REGULATION
|
|
·
|
are
established by a third-party regulator with the authority to set rates
that bind customers;
|
|
·
|
are
cost-based; and
|
|
·
|
can
be charged to and collected from
customers.
|
|
·
|
restructuring
the electric generation business and allowing the Utilities' customers to
select a competitive electric generation supplier other than the
Utilities;
|
|
·
|
establishing
or defining the PLR obligations to customers in the Utilities' service
areas;
|
|
·
|
providing
the Utilities 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 Utilities' transmission and distribution systems;
and
|
|
·
|
requiring
corporate separation of regulated and unregulated business
activities.
|
Regulatory
Assets *
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
|||||||||||||||
December 31, 2008
|
(In
millions)
|
|||||||||||||||||||
Regulatory
transition costs
|
$ | 112 | $ | 80 | $ | 12 | $ | 1,236 | $ | 12 | ||||||||||
Customer
shopping incentives
|
- | 420 | - | - | - | |||||||||||||||
Customer
receivables for future income taxes
|
68 | 4 | 1 | 59 | 113 | |||||||||||||||
Loss
(Gain) on reacquired debt
|
20 | 1 | (3 | ) | 24 | 9 | ||||||||||||||
Employee
postretirement benefit costs
|
- | 7 | 3 | 13 | 8 | |||||||||||||||
Nuclear
decommissioning, decontamination
|
||||||||||||||||||||
and
spent fuel disposal costs
|
- | - | - | (2 | ) | (55 | ) | |||||||||||||
Asset
removal costs
|
(15 | ) | (36 | ) | (16 | ) | (148 | ) | - | |||||||||||
Property
losses and unrecovered plant costs
|
- | - | - | 8 | - | |||||||||||||||
MISO/PJM
transmission costs
|
31 | 19 | 20 | - | 319 | |||||||||||||||
Fuel
costs – RCP
|
109 | 75 | 30 | - | - | |||||||||||||||
Distribution
costs – RCP
|
222 | 198 | 55 | - | - | |||||||||||||||
Other
|
28 | 16 | 7 | 38 | 7 | |||||||||||||||
Total
|
$ | 575 | $ | 784 | $ | 109 | $ | 1,228 | $ | 413 | ||||||||||
December 31, 2007
|
||||||||||||||||||||
Regulatory
transition costs
|
$ | 197 | $ | 227 | $ | 71 | $ | 1,630 | $ | 279 | ||||||||||
Customer
shopping incentives
|
91 | 393 | 32 | - | - | |||||||||||||||
Customer
receivables (payables) for future income taxes
|
101 | 18 | (1 | ) | 51 | 126 | ||||||||||||||
Loss
(Gain) on reacquired debt
|
23 | 2 | (3 | ) | 25 | 10 | ||||||||||||||
Employee
postretirement benefit costs
|
- | 8 | 4 | 17 | 10 | |||||||||||||||
Nuclear
decommissioning, decontamination
|
||||||||||||||||||||
and
spent fuel disposal costs
|
- | - | - | - | (129 | ) | ||||||||||||||
Asset
removal costs
|
(6 | ) | (18 | ) | (11 | ) | (148 | ) | - | |||||||||||
Property
losses and unrecovered plant costs
|
- | - | - | 9 | - | |||||||||||||||
MISO/PJM
transmission costs
|
56 | 34 | 24 | - | 226 | |||||||||||||||
Fuel
costs – RCP
|
111 | 77 | 33 | - | - | |||||||||||||||
Distribution
costs – RCP
|
148 | 122 | 51 | - | - | |||||||||||||||
Other
|
16 | 8 | 4 | 12 | 1 | |||||||||||||||
Total
|
$ | 737 | $ | 871 | $ | 204 | $ | 1,596 | $ | 523 |
*
|
Penn
had net regulatory liabilities of approximately $11 million and
$67 million as of December 31, 2008 and 2007, respectively.
Penelec had net regulatory liabilities of approximately $137 million
and $49 million as of December 31, 2008 and 2007,
respectively.
|
(B)
|
REVENUES
AND RECEIVABLES
|
(C)
|
EMISSION
ALLOWANCES
|
(D)
|
PROPERTY,
PLANT AND EQUIPMENT
|
Annual
Composite
|
||||||||||||
Depreciation
Rate
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
OE
|
3.1 | % | 2.9 | % | 2.8 | % | ||||||
CEI
|
3.5 | 3.6 | 3.2 | |||||||||
TE
|
3.6 | 3.9 | 3.8 | |||||||||
Penn
|
2.4 | 2.3 | 2.6 | |||||||||
JCP&L
|
2.3 | 2.1 | 2.1 | |||||||||
Met-Ed
|
2.3 | 2.3 | 2.3 | |||||||||
Penelec
|
2.5 | 2.3 | 2.3 | |||||||||
FGCO
|
4.7 | 4.0 | 4.1 | |||||||||
NGC
|
2.8 | 2.8 | 2.7 |
(E)
|
ASSET
IMPAIRMENTS
|
Goodwill
|
FES
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
Balance
as of January 1, 2006
|
$ | 24 | $ | 1,689 | $ | 501 | $ | 1,986 | $ | 864 | $ | 882 | ||||||||||||
Impairment
charges
|
- | - | - | - | (355 | ) | - | |||||||||||||||||
Adjustments
related to GPU acquisition
|
- | - | - | (24 | ) | (13 | ) | (21 | ) | |||||||||||||||
Balance
as of December 31, 2006
|
24 | 1,689 | 501 | 1,962 | 496 | 861 | ||||||||||||||||||
Adjustments
related to GPU acquisition
|
- | - | - | (136 | ) | (72 | ) | (83 | ) | |||||||||||||||
Balance
as of December 31, 2007
|
24 | 1,689 | 501 | 1,826 | 424 | 778 | ||||||||||||||||||
Adjustments
related to GPU acquisition
|
- | - | - | (15 | ) | (8 | ) | (9 | ) | |||||||||||||||
Balance
as of December 31, 2008
|
$ | 24 | $ | 1,689 | $ | 501 | $ | 1,811 | $ | 416 | $ | 769 |
(F)
|
COMPREHENSIVE
INCOME
|
Accumulated
Other Comprehensive Income (Loss)
|
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
Net
liability for unfunded retirement benefits
including
the implementation of SFAS 158
|
$ | (97 | ) | $ | (190 | ) | $ | (135 | ) | $ | (43 | ) | $ | (215 | ) | $ | (140 | ) | $ | (128 | ) | |||||||
Unrealized
gain on investments
|
30 | 6 | - | 10 | - | - | - | |||||||||||||||||||||
Unrealized
loss on derivative hedges
|
(25 | ) | - | - | - | (2 | ) | (1 | ) | - | ||||||||||||||||||
AOCI
(AOCL) Balance, December 31, 2008
|
$ | (92 | ) | $ | (184 | ) | $ | (135 | ) | $ | (33 | ) | $ | (217 | ) | $ | (141 | ) | $ | (128 | ) | |||||||
Net
liability for unfunded retirement benefits
including
the implementation of SFAS 158
|
$ | (11 | ) | $ | 32 | $ | (69 | ) | $ | (18 | ) | $ | (18 | ) | $ | (14 | ) | $ | 5 | |||||||||
Unrealized
gain on investments
|
168 | 16 | - | 7 | - | - | - | |||||||||||||||||||||
Unrealized
loss on derivative hedges
|
(16 | ) | - | - | - | (2 | ) | (1 | ) | - | ||||||||||||||||||
AOCI
(AOCL) Balance, December 31, 2007
|
$ | 141 | $ | 48 | $ | (69 | ) | $ | (11 | ) | $ | (20 | ) | $ | (15 | ) | $ | 5 |
2008
|
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
Pension
and other postretirement
benefits
|
$ | 7 | $ | 16 | $ | 1 | $ | - | $ | 14 | $ | 9 | $ | 14 | ||||||||||||||
Gain
on investments
|
31 | 9 | - | 1 | - | - | - | |||||||||||||||||||||
Loss
on derivative hedges
|
(3 | ) | - | - | - | - | - | - | ||||||||||||||||||||
Reclassification
to net income
|
35 | 25 | 1 | 1 | 14 | 9 | 14 | |||||||||||||||||||||
Income
taxes related to
reclassification
to net income
|
14 | 10 | - | - | 6 | 4 | 6 | |||||||||||||||||||||
Reclassification
to net income, net of
income
taxes
|
$ | 21 | 15 | 1 | 1 | 8 | 5 | 8 | ||||||||||||||||||||
2007
|
||||||||||||||||||||||||||||
Pension
and other postretirement
benefits
|
$ | 5 | $ | 14 | $ | (5 | ) | $ | (2 | ) | $ | 8 | $ | 6 | $ | 11 | ||||||||||||
Gain on
investments
|
10 | - | - | - | - | - | - | |||||||||||||||||||||
Loss
on derivative hedges
|
(12 | ) | - | - | - | - | - | - | ||||||||||||||||||||
Reclassification
to net income
|
3 | 14 | (5 | ) | (2 | ) | 8 | 6 | 11 | |||||||||||||||||||
Income
taxes (benefits) related to
reclassification
to net income
|
1 | 6 | (2 | ) | (1 | ) | 4 | 3 | 5 | |||||||||||||||||||
Reclassification
to net income, net of
income
taxes (benefits)
|
$ | 2 | $ | 8 | $ | (3 | ) | $ | (1 | ) | $ | 4 | $ | 3 | $ | 6 | ||||||||||||
2006
|
||||||||||||||||||||||||||||
Gain
(loss) on investments
|
$ | 28 | $ | - | $ | - | $ | (1 | ) | $ | - | $ | - | $ | - | |||||||||||||
Loss
on derivative hedges
|
(9 | ) | - | - | - | - | - | - | ||||||||||||||||||||
Reclassification
to net income
|
19 | - | - | (1 | ) | - | - | - | ||||||||||||||||||||
Income
taxes related to
reclassification
to net income
|
7 | - | - | - | - | - | - | |||||||||||||||||||||
Reclassification
to net income, net of
income
taxes
|
$ | 12 | $ | - | $ | - | $ | (1 | ) | $ | - | $ | - | $ | - |
3.
|
TRANSACTIONS
WITH AFFILIATED COMPANIES
|
Affiliated
Company Transactions - 2008
|
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||
Electric
sales to affiliates
|
$ | 2,968 | $ | 70 | $ | - | $ | 30 | $ | - | $ | - | $ | - | ||||||||||||||
Ground
lease with ATSI
|
- | 12 | 7 | 2 | - | - | - | |||||||||||||||||||||
Expenses:
|
||||||||||||||||||||||||||||
Purchased
power from affiliates
|
101 | 1,203 | 766 | 411 | - | 304 | 284 | |||||||||||||||||||||
Support
services
|
552 | 145 | 67 | 62 | 90 | 57 | 56 | |||||||||||||||||||||
Investment
Income:
|
||||||||||||||||||||||||||||
Interest
income from affiliates
|
- | 15 | 1 | 20 | 1 | - | 1 | |||||||||||||||||||||
Interest
income from FirstEnergy
|
13 | 13 | - | - | - | - | - | |||||||||||||||||||||
Interest
Expense:
|
||||||||||||||||||||||||||||
Interest
expense to affiliates
|
4 | 3 | 19 | 1 | 3 | 2 | 2 | |||||||||||||||||||||
Interest
expense to FirstEnergy
|
26 | - | 7 | 2 | 5 | 4 | 5 |
Affiliated
Company Transactions - 2007
|
||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||
Electric
sales to affiliates
|
$ | 2,901 | $ | 73 | $ | 92 | $ | 167 | $ | - | $ | - | $ | - | ||||||||||||||
Ground
lease with ATSI
|
- | 12 | 7 | 2 | - | - | - | |||||||||||||||||||||
Expenses:
|
||||||||||||||||||||||||||||
Purchased
power from affiliates
|
234 | 1,261 | 770 | 392 | - | 290 | 285 | |||||||||||||||||||||
Support
services
|
560 | 146 | 70 | 55 | 100 | 54 | 58 | |||||||||||||||||||||
Investment
Income:
|
||||||||||||||||||||||||||||
Interest
income from affiliates
|
- | 30 | 17 | 18 | 1 | 1 | 1 | |||||||||||||||||||||
Interest
income from FirstEnergy
|
28 | 29 | 2 | - | - | - | - | |||||||||||||||||||||
Interest
Expense:
|
||||||||||||||||||||||||||||
Interest
expense to affiliates
|
31 | 1 | 1 | - | 1 | 1 | 1 | |||||||||||||||||||||
Interest
expense to FirstEnergy
|
34 | - | 1 | 10 | 11 | 10 | 11 |
Affiliated
Company Transactions - 2006
|
||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||
Electric
sales to affiliates
|
$ | 2,609 | $ | 80 | $ | 95 | $ | 170 | $ | 14 | $ | - | $ | - | ||||||||||||||
Ground
lease with ATSI
|
- | 12 | 7 | 2 | - | - | - | |||||||||||||||||||||
Expenses:
|
||||||||||||||||||||||||||||
Purchased
power from affiliates
|
257 | 1,264 | 727 | 363 | 25 | 178 | 154 | |||||||||||||||||||||
Support
services
|
602 | 143 | 63 | 63 | 93 | 51 | 55 | |||||||||||||||||||||
Investment
Income:
|
||||||||||||||||||||||||||||
Interest
income from affiliates
|
- | 75 | 58 | 32 | 1 | 1 | 1 | |||||||||||||||||||||
Interest
income from FirstEnergy
|
12 | 25 | - | - | - | - | - | |||||||||||||||||||||
Interest
Expense:
|
||||||||||||||||||||||||||||
Interest
expense to affiliates
|
109 | - | - | - | - | - | - | |||||||||||||||||||||
Interest
expense to FirstEnergy
|
53 | - | 7 | 7 | 11 | 5 | 11 |
4.
|
PENSION
AND OTHER POSTRETIREMENT BENEFIT
PLANS
|
FirstEnergy
|
FirstEnergy
|
|||||||||||||||
Obligations
and Funded Status
|
Pension
Benefits
|
Other
Benefits
|
||||||||||||||
As
of December 31
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
(In
millions)
|
||||||||||||||||
Change
in benefit obligation
|
||||||||||||||||
Benefit
obligation as of January 1
|
$ | 4,750 | $ | 5,031 | $ | 1,182 | $ | 1,201 | ||||||||
Service
cost
|
87 | 88 | 19 | 21 | ||||||||||||
Interest
cost
|
299 | 294 | 74 | 69 | ||||||||||||
Plan
participants’ contributions
|
- | - | 25 | 23 | ||||||||||||
Plan
amendments
|
6 | - | (20 | ) | - | |||||||||||
Medicare
retiree drug subsidy
|
- | - | 2 | - | ||||||||||||
Actuarial
(gain) loss
|
(152 | ) | (381 | ) | 12 | (30 | ) | |||||||||
Benefits
paid
|
(289 | ) | (282 | ) | (105 | ) | (102 | ) | ||||||||
Benefit
obligation as of December 31
|
$ | 4,701 | $ | 4,750 | $ | 1,189 | $ | 1,182 | ||||||||
Change
in fair value of plan assets
|
||||||||||||||||
Fair
value of plan assets as of January 1
|
$ | 5,285 | $ | 4,818 | $ | 618 | $ | 607 | ||||||||
Actual
return on plan assets
|
(1,251 | ) | 438 | (152 | ) | 43 | ||||||||||
Company
contribution
|
8 | 311 | 54 | 47 | ||||||||||||
Plan
participants’ contribution
|
- | - | 25 | 23 | ||||||||||||
Benefits
paid
|
(289 | ) | (282 | ) | (105 | ) | (102 | ) | ||||||||
Fair
value of plan assets as of December 31
|
$ | 3,753 | $ | 5,285 | $ | 440 | $ | 618 | ||||||||
Qualified
plan
|
$ | (774 | ) | $ | 700 | |||||||||||
Non-qualified
plans
|
(174 | ) | (165 | ) | ||||||||||||
Funded
status
|
$ | (948 | ) | $ | 535 | $ | (749 | ) | $ | (564 | ) | |||||
Accumulated
benefit obligation
|
$ | 4,367 | $ | 4,397 | ||||||||||||
Amounts
Recognized in the Statement of
|
||||||||||||||||
Financial
Position
|
||||||||||||||||
Noncurrent
assets
|
$ | - | $ | 700 | $ | - | $ | - | ||||||||
Current
liabilities
|
(8 | ) | (7 | ) | - | - | ||||||||||
Noncurrent
liabilities
|
(940 | ) | (158 | ) | (749 | ) | (564 | ) | ||||||||
Net
asset (liability) as of December 31
|
$ | (948 | ) | $ | 535 | $ | (749 | ) | $ | (564 | ) | |||||
Amounts
Recognized in
|
||||||||||||||||
Accumulated
Other Comprehensive Income
|
||||||||||||||||
Prior
service cost (credit)
|
$ | 80 | $ | 83 | $ | (912 | ) | $ | (1,041 | ) | ||||||
Actuarial
loss
|
2,182 | 623 | 801 | 635 | ||||||||||||
Net
amount recognized
|
$ | 2,262 | $ | 706 | $ | (111 | ) | $ | (406 | ) | ||||||
Assumptions
Used to Determine
|
||||||||||||||||
Benefit
Obligations As of December 31
|
||||||||||||||||
Discount
rate
|
7.00 | % | 6.50 | % | 7.00 | % | 6.50 | % | ||||||||
Rate
of compensation increase
|
5.20 | % | 5.20 | % | ||||||||||||
Allocation
of Plan Assets
|
||||||||||||||||
As
of December 31
|
||||||||||||||||
Asset
Category
|
||||||||||||||||
Equity
securities
|
47 | % | 61 | % | 56 | % | 69 | % | ||||||||
Debt
securities
|
38 | 30 | 38 | 27 | ||||||||||||
Real
estate
|
9 | 7 | 2 | 2 | ||||||||||||
Private
equities
|
3 | 1 | 1 | - | ||||||||||||
Cash
|
3 | 1 | 3 | 2 | ||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % |
Pension
Benefits
|
Other
Benefits
|
|||||||||||||||
Net
Pension and OPEB Asset (Liability)
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
(In
millions)
|
||||||||||||||||
FES
|
$ | (193 | ) | $ | 42 | $ | (124 | ) | $ | (102 | ) | |||||
OE
|
(38 | ) | 229 | (167 | ) | (178 | ) | |||||||||
CEI
|
(27 | ) | 62 | (93 | ) | (93 | ) | |||||||||
TE
|
(12 | ) | 29 | (59 | ) | (63 | ) | |||||||||
JCP&L
|
(128 | ) | 93 | (58 | ) | 8 | ||||||||||
Met-Ed
|
(89 | ) | 51 | (52 | ) | (8 | ) | |||||||||
Penelec
|
(64 | ) | 66 | (103 | ) | (40 | ) |
Estimated
Items to be Amortized in 2009
Net
Periodic Pension Cost from
Accumulated
Other Comprehensive Income
|
FirstEnergy
Pension
Benefits
|
FirstEnergy
Other
Benefits
|
||||||
(In
millions)
|
||||||||
Prior
service cost (credit)
|
$ | 13 | $ | (151 | ) | |||
Actuarial
loss
|
$ | 170 | $ | 63 |
FirstEnergy
|
FirstEnergy
|
|||||||||||||||||||||||
Pension
Benefits
|
Other
Benefits
|
|||||||||||||||||||||||
Components
of Net Periodic Benefit Costs
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
Service
cost
|
$ | 87 | $ | 88 | $ | 87 | $ | 19 | $ | 21 | $ | 34 | ||||||||||||
Interest
cost
|
299 | 294 | 276 | 74 | 69 | 105 | ||||||||||||||||||
Expected
return on plan assets
|
(463 | ) | (449 | ) | (396 | ) | (51 | ) | (50 | ) | (46 | ) | ||||||||||||
Amortization
of prior service cost
|
13 | 13 | 13 | (149 | ) | (149 | ) | (76 | ) | |||||||||||||||
Recognized
net actuarial loss
|
8 | 45 | 62 | 47 | 45 | 56 | ||||||||||||||||||
Net
periodic cost
|
$ | (56 | ) | $ | (9 | ) | $ | 42 | $ | (60 | ) | $ | (64 | ) | $ | 73 | ||||||||
Weighted-Average
Assumptions Used
to
Determine Net Periodic Benefit Cost
|
FirstEnergy
Pension
Benefits
|
FirstEnergy
Other
Benefits
|
||||||||||||||||||||||
for
Years Ended December 31
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||||||||||||
Discount
rate
|
6.50 | % | 6.00 | % | 5.75 | % | 6.50 | % | 6.00 | % | 5.75 | % | ||||||||||||
Expected
long-term return on plan assets
|
9.00 | % | 9.00 | % | 9.00 | % | 9.00 | % | 9.00 | % | 9.00 | % | ||||||||||||
Rate
of compensation increase
|
5.20 | % | 3.50 | % | 3.50 | % |
Pension
Benefits
|
Other
Benefits
|
|||||||||||||||||||||||
Net
Periodic Pension and OPEB Costs
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
FES
|
$ | 15 | $ | 21 | $ | 40 | $ | (7 | ) | $ | (10 | ) | $ | 14 | ||||||||||
OE
|
(26 | ) | (16 | ) | (6 | ) | (7 | ) | (11 | ) | 17 | |||||||||||||
CEI
|
(5 | ) | 1 | 4 | 2 | 4 | 11 | |||||||||||||||||
TE
|
(3 | ) | - | 1 | 4 | 5 | 8 | |||||||||||||||||
JCP&L
|
(15 | ) | (9 | ) | (5 | ) | (16 | ) | (16 | ) | 2 | |||||||||||||
Met-Ed
|
(10 | ) | (7 | ) | (7 | ) | (10 | ) | (10 | ) | 3 | |||||||||||||
Penelec
|
(13 | ) | (10 | ) | (5 | ) | (13 | ) | (13 | ) | 7 |
1-Percentage-
|
1-Percentage-
|
|||||||
Point
Increase
|
Point
Decrease
|
|||||||
(In
millions)
|
||||||||
Effect
on total of service and interest cost
|
$ | 4 | $ | (3 | ) | |||
Effect
on accumulated postretirement benefit obligation
|
$ | 36 | $ | (32 | ) |
Pension
|
Other
|
|||||||
Year
|
Benefits
|
Benefits
|
||||||
(In
millions)
|
||||||||
2009
|
$ | 302 | $ | 85 | ||||
2010
|
309 | 89 | ||||||
2011
|
314 | 94 | ||||||
2012
|
325 | 96 | ||||||
2013
|
338 | 99 | ||||||
2014-
2018
|
1,906 | 524 |
(A)
|
LONG-TERM
DEBT AND OTHER LONG-TERM
OBLIGATIONS
|
2008
|
2007
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Value
|
Value
|
Value
|
Value
|
|||||||||||||
(In
millions)
|
||||||||||||||||
FES
|
$ | 2,552 | $ | 2,528 | $ | 1,975 | $ | 1,971 | ||||||||
OE
|
1,232 | 1,223 | 1,182 | 1,197 | ||||||||||||
CEI
|
1,741 | 1,618 | 1,666 | 1,706 | ||||||||||||
TE
|
300 | 244 | 304 | 283 | ||||||||||||
JCP&L
|
1,569 | 1,520 | 1,597 | 1,560 | ||||||||||||
Met-Ed
|
542 | 519 | 542 | 535 | ||||||||||||
Penelec
|
779 | 721 | 779 | 779 |
(B)
|
INVESTMENTS
|
200
8
(1)
|
200
7
(
2
)
|
|||||||||||||||
Debt
|
Equity
|
Debt
|
Equity
|
|||||||||||||
Securities
|
Securities
|
Securities
|
Securities
|
|||||||||||||
(In
millions)
|
||||||||||||||||
FES
|
$ | 429 | $ | 380 | $ | 417 | $ | 916 | ||||||||
OE
|
95 | 18 | 45 | 82 | ||||||||||||
TE
|
74 | - | 67 | - | ||||||||||||
JCP&L
|
258 | 66 | 248 | 102 | ||||||||||||
Met-Ed
|
115 | 110 | 115 | 172 | ||||||||||||
Penelec
|
167 | 53 | 167 | 83 | ||||||||||||
(1)
|
Excludes
cash balances of $225 million at FES, $12 million at Penelec,
$4 million at OE and $1 million at
Met-Ed.
|
(
2
)
|
Excludes
cash balances of $2 million at JCP&L and $1 million at
Penelec.
|
2008
|
2007
|
|||||||||||||||||||||||||||||||
Cost
|
Unrealized
|
Unrealized
|
Fair
|
Cost
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||||||||||||||
Basis
|
Gains
|
Losses
|
Value
|
Basis
|
Gains
|
Losses
|
Value
|
|||||||||||||||||||||||||
Debt
securities
|
(In
millions)
|
|||||||||||||||||||||||||||||||
FES
|
$ | 401 | $ | 28 | $ | - | $ | 429 | $ | 402 | $ | 15 | $ | - | $ | 417 | ||||||||||||||||
OE
|
86 | 9 | - | 95 | 43 | 2 | - | 45 | ||||||||||||||||||||||||
TE
|
66 | 8 | - | 74 | 63 | 4 | - | 67 | ||||||||||||||||||||||||
JCP&L
|
253 | 9 | 4 | 258 | 249 | 3 | 4 | 248 | ||||||||||||||||||||||||
Met-Ed
|
111 | 4 | - | 115 | 112 | 3 | - | 115 | ||||||||||||||||||||||||
Penelec
|
164 | 3 | - | 167 | 166 | 1 | - | 167 | ||||||||||||||||||||||||
Equity
securities
|
||||||||||||||||||||||||||||||||
FES
|
$ | 355 | $ | 25 | $ | - | $ | 380 | $ | 631 | $ | 285 | $ | - | $ | 916 | ||||||||||||||||
OE
|
17 | 1 | - | 18 | 59 | 23 | - | 82 | ||||||||||||||||||||||||
JCP&L
|
64 | 2 | - | 66 | 89 | 13 | - | 102 | ||||||||||||||||||||||||
Met-Ed
|
101 | 9 | - | 110 | 136 | 36 | - | 172 | ||||||||||||||||||||||||
Penelec
|
51 | 2 | - | 53 | 80 | 3 | - | 83 |
FES
|
OE
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
2008
|
||||||||||||||||||||||||
Proceeds
from sales
|
$ | 951 | $ | 121 | $ | 38 | $ | 248 | $ | 181 | $ | 118 | ||||||||||||
Realized
gains
|
99 | 11 | 1 | 1 | 2 | 1 | ||||||||||||||||||
Realized
losses
|
184 | 9 | - | 17 | 17 | 10 | ||||||||||||||||||
Interest
and dividend income
|
37 | 5 | 3 | 14 | 9 | 8 | ||||||||||||||||||
2007
|
||||||||||||||||||||||||
Proceeds
from sales
|
$ | 656 | $ | 38 | $ | 45 | $ | 196 | $ | 185 | $ | 175 | ||||||||||||
Realized
gains
|
29 | 1 | 1 | 23 | 30 | 19 | ||||||||||||||||||
Realized
losses
|
42 | 4 | 1 | 3 | 2 | 1 | ||||||||||||||||||
Interest
and dividend income
|
42 | 4 | 3 | 13 | 8 | 10 | ||||||||||||||||||
2006
|
||||||||||||||||||||||||
Proceeds
from sales
|
$ | 1,066 | $ | 39 | $ | 53 | $ | 217 | $ | 176 | $ | 99 | ||||||||||||
Realized
gains
|
118 | 1 | - | 1 | 1 | - | ||||||||||||||||||
Realized
losses
|
90 | 1 | 1 | 5 | 4 | 4 | ||||||||||||||||||
Interest
and dividend income
|
36 | 3 | 3 | 13 | 7 | 7 |
2008
|
2007
|
|||||||||||||||||||||||||||||||
Cost
|
Unrealized
|
Unrealized
|
Fair
|
Cost
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||||||||||||||
Basis
|
Gains
|
Losses
|
Value
|
Basis
|
Gains
|
Losses
|
Value
|
|||||||||||||||||||||||||
Debt
securities
|
(In
millions)
|
|||||||||||||||||||||||||||||||
OE
|
$ | 240 | $ | - | $ | 13 | $ | 227 | $ | 254 | $ | 28 | $ | - | $ | 282 | ||||||||||||||||
CEI
|
426 | 9 | - | 435 | 463 | 68 | - | 531 | ||||||||||||||||||||||||
JCP&L
|
1 | - | - | 1 | 1 | - | - | 1 | ||||||||||||||||||||||||
Equity
securities
|
||||||||||||||||||||||||||||||||
OE
|
$ | 2 | $ | - | $ | - | $ | 2 | $ | 2 | $ | - | $ | - | $ | 2 |
2008
|
2007
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Value
|
Value
|
Value
|
Value
|
|||||||||||||
Notes
receivable
|
(In
millions)
|
|||||||||||||||
FES
|
$ | 75 | $ | 74 | $ | 65 | $ | 63 | ||||||||
OE
|
257 | 294 | 259 | 299 | ||||||||||||
CEI
|
- | - | 1 | 1 | ||||||||||||
TE
|
180 | 189 | 192 | 223 |
(C)
|
SFAS
157 ADOPTION
|
Level
1 - Assets
|
Level
1 - Liabilities
|
|||||||||||||||||||||||||||
(In
millions)
|
(In
millions)
|
|||||||||||||||||||||||||||
Derivatives
|
Nuclear
Decommissioning Trusts
(1)
|
Other
Investments
|
Total
|
Derivatives
|
NUG
Contracts
(2)
|
Total
|
||||||||||||||||||||||
FES
|
$ | - | $ | 290 | $ | - | $ | 290 | $ | 25 | $ | - | $ | 25 | ||||||||||||||
OE
|
- | 18 | - | 18 | - | - | - | |||||||||||||||||||||
JCP&L
|
- | 67 | - | 67 | - | - | - | |||||||||||||||||||||
Met-Ed
|
- | 104 | - | 104 | - | - | - | |||||||||||||||||||||
Penelec
|
- | 58 | - | 58 | - | - | - | |||||||||||||||||||||
Level
2 - Assets
|
Level
2 - Liabilities
|
|||||||||||||||||||||||||||
(In
millions)
|
(In
millions)
|
|||||||||||||||||||||||||||
Derivatives
|
Nuclear
Decommissioning
Trusts
(1)
|
Other
Investments
|
Total
|
Derivatives
|
NUG
Contracts
(2)
|
Total
|
||||||||||||||||||||||
FES
|
$ | 12 | $ | 744 | $ | - | $ | 756 | $ | 28 | $ | - | $ | 28 | ||||||||||||||
OE
|
- | 98 | - | 98 | - | - | - | |||||||||||||||||||||
TE
|
- | 73 | - | 73 | - | - | - | |||||||||||||||||||||
JCP&L
|
7 | 74 | 181 | 262 | - | - | - | |||||||||||||||||||||
Met-Ed
|
14 | 121 | - | 135 | - | - | - | |||||||||||||||||||||
Penelec
|
7 | 57 | 117 | 181 | - | - | - | |||||||||||||||||||||
Level
3 - Assets
|
Level
3 - Liabilities
|
|||||||||||||||||||||||||||
(In
millions)
|
(In
millions)
|
|||||||||||||||||||||||||||
Derivatives
|
Nuclear
Decommissioning
Trusts
(1)
|
NUG
Contracts
(2)
|
Total
|
Derivatives
|
NUG
Contracts
(2)
|
Total
|
||||||||||||||||||||||
JCP&L
|
$ | - | $ | - | $ | 14 | $ | 14 | $ | - | $ | 532 | $ | 532 | ||||||||||||||
Met-Ed
|
- | - | 300 | 300 | - | 150 | 150 | |||||||||||||||||||||
Penelec
|
- | - | 120 | 120 | - | 84 | 84 |
(1)
|
Balance
excludes $4 million of net receivables, payables and accrued
income.
|
(2)
|
NUG
contract assets and liabilities are subject to regulatory
accounting.
|
(D)
|
DERIVATIVES
|
LEASES
|
Capital
Leases
|
FES
|
OE
|
CEI
|
|||||||||
(In
millions)
|
||||||||||||
2009
|
$ | 6 | $ | 1 | $ | 1 | ||||||
2010
|
6 | - | 1 | |||||||||
2011
|
6 | 1 | 1 | |||||||||
2012
|
5 | - | 1 | |||||||||
2013
|
5 | 1 | 1 | |||||||||
Years
thereafter
|
24 | 5 | 5 | |||||||||
Total
minimum lease payments
|
52 | 8 | 10 | |||||||||
Executory
costs
|
- | - | - | |||||||||
Net
minimum lease payments
|
52 | 8 | 10 | |||||||||
Interest
portion
|
8 | 3 | 7 | |||||||||
Present
value of net minimum
|
||||||||||||
lease
payments
|
44 | 5 | 3 | |||||||||
Less
current portion
|
5 | 1 | 1 | |||||||||
Noncurrent
portion
|
$ | 39 | $ | 4 | $ | 2 |
Operating
Leases
|
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
2009
|
$ | 176 | $ | 145 | $ | 4 | $ | 64 | $ | 8 | $ | 4 | $ | 5 | ||||||||||||||
2010
|
177 | 141 | - | 62 | 4 | 2 | 1 | |||||||||||||||||||||
2011
|
172 | 141 | - | 62 | 4 | 2 | 1 | |||||||||||||||||||||
2012
|
215 | 141 | - | 62 | 4 | 2 | 1 | |||||||||||||||||||||
2013
|
224 | 142 | - | 62 | 3 | 2 | - | |||||||||||||||||||||
Years
thereafter
|
2,320 | 441 | - | 203 | 50 | 34 | 1 | |||||||||||||||||||||
Total
minimum lease payments
|
$ | 3,284 | $ | 1,151 | $ | 4 | $ | 515 | $ | 73 | $ | 46 | $ | 9 |
7.
|
VARIABLE
INTEREST ENTITIES
|
Maximum
Exposure
|
Discounted
Lease Payments, net
|
Net
Exposure
|
||||||||||
(in
millions)
|
||||||||||||
FES
|
$ | 1,349 | $ | 1,182 | $ | 167 | ||||||
OE
|
778 | 574 | 204 | |||||||||
CEI
|
713 | 81 | 632 | |||||||||
TE
|
713 | 419 | 294 |
2008
|
2007
|
2006
|
||||||||||
(In
millions)
|
||||||||||||
JCP&L
|
$ | 84 | $ | 90 | $ | 81 | ||||||
Met-Ed
|
61 | 56 | 60 | |||||||||
Penelec
|
33 | 30 | 29 |
8.
|
TAXES
|
PROVISION
FOR INCOME TAXES
|
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
2008
|
||||||||||||||||||||||||||||
Currently
payable-
|
||||||||||||||||||||||||||||
Federal
|
$ | 156 | $ | 79 | $ | 119 | $ | 46 | $ | 101 | $ | 5 | $ | (34 | ) | |||||||||||||
State
|
20 | 4 | 6 | - | 34 | 6 | (3 | ) | ||||||||||||||||||||
176 | 83 | 125 | 46 | 135 | 11 | (37 | ) | |||||||||||||||||||||
Deferred,
net-
|
||||||||||||||||||||||||||||
Federal
|
109 | 22 | 16 | (12 | ) | 9 | 47 | 84 | ||||||||||||||||||||
State
|
12 | (2 | ) | (2 | ) | (4 | ) | 4 | 4 | 12 | ||||||||||||||||||
121 | 20 | 14 | (16 | ) | 13 | 51 | 96 | |||||||||||||||||||||
Investment
tax credit amortization
|
(4 | ) | (4 | ) | (2 | ) | - | - | (1 | ) | (1 | ) | ||||||||||||||||
Total
provision for income taxes
|
$ | 293 | $ | 99 | $ | 137 | $ | 30 | $ | 148 | $ | 61 | $ | 58 | ||||||||||||||
2007
|
||||||||||||||||||||||||||||
Currently
payable-
|
||||||||||||||||||||||||||||
Federal
|
$ | 528 | $ | 105 | $ | 166 | $ | 73 | $ | 138 | $ | 26 | $ | 41 | ||||||||||||||
State
|
111 | (4 | ) | 20 | 7 | 42 | 7 | 12 | ||||||||||||||||||||
639 | 101 | 186 | 80 | 180 | 33 | 53 | ||||||||||||||||||||||
Deferred,
net-
|
||||||||||||||||||||||||||||
Federal
|
(288 | ) | - | (23 | ) | (27 | ) | (25 | ) | 30 | 10 | |||||||||||||||||
State
|
(42 | ) | 4 | 2 | 2 | (5 | ) | 6 | 1 | |||||||||||||||||||
(330 | ) | 4 | (21 | ) | (25 | ) | (30 | ) | 36 | 11 | ||||||||||||||||||
Investment
tax credit amortization
|
(4 | ) | (4 | ) | (2 | ) | (1 | ) | (1 | ) | (1 | ) | - | |||||||||||||||
Total
provision for income taxes
|
$ | 305 | $ | 101 | $ | 163 | $ | 54 | $ | 149 | $ | 68 | $ | 64 | ||||||||||||||
2006
|
||||||||||||||||||||||||||||
Currently
payable-
|
||||||||||||||||||||||||||||
Federal
|
$ | 102 | $ | 162 | $ | 174 | $ | 83 | $ | 79 | $ | 21 | $ | 21 | ||||||||||||||
State
|
18 | 30 | 32 | 14 | 24 | 6 | 7 | |||||||||||||||||||||
120 | 192 | 206 | 97 | 103 | 27 | 28 | ||||||||||||||||||||||
Deferred,
net-
|
||||||||||||||||||||||||||||
Federal
|
110 | (58 | ) | (14 | ) | (35 | ) | 34 | 40 | 26 | ||||||||||||||||||
State
|
11 | (7 | ) | 1 | (1 | ) | 11 | 11 | 3 | |||||||||||||||||||
121 | (65 | ) | (13 | ) | (36 | ) | 45 | 51 | 29 | |||||||||||||||||||
Investment
tax credit amortization
|
(5 | ) | (4 | ) | (4 | ) | (1 | ) | (1 | ) | (1 | ) | - | |||||||||||||||
Total
provision for income taxes
|
$ | 236 | $ | 123 | $ | 189 | $ | 60 | $ | 147 | $ | 77 | $ | 57 |
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
||||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
2008
|
||||||||||||||||||||||||||||
Book
income before provision for income taxes
|
$ | 800 | $ | 310 | $ | 421 | $ | 105 | $ | 335 | $ | 149 | $ | 146 | ||||||||||||||
Federal
income tax expense at statutory rate
|
$ | 280 | $ | 109 | $ | 147 | $ | 37 | $ | 117 | $ | 52 | $ | 51 | ||||||||||||||
Increases
(reductions) in taxes resulting from-
|
||||||||||||||||||||||||||||
Amortization
of investment tax credits
|
(4 | ) | (4 | ) | (2 | ) | - | - | (1 | ) | (1 | ) | ||||||||||||||||
State
income taxes, net of federal tax benefit
|
21 | 1 | 2 | (2 | ) | 25 | 7 | 5 | ||||||||||||||||||||
Manufacturing
deduction
|
(15 | ) | (3 | ) | (8 | ) | (2 | ) | - | - | - | |||||||||||||||||
Other,
net
|
11 | (4 | ) | (2 | ) | (3 | ) | 6 | 3 | 3 | ||||||||||||||||||
Total
provision for income taxes
|
$ | 293 | $ | 99 | $ | 137 | $ | 30 | $ | 148 | $ | 61 | $ | 58 | ||||||||||||||
2007
|
||||||||||||||||||||||||||||
Book
income before provision for income taxes
|
$ | 833 | $ | 298 | $ | 440 | $ | 145 | $ | 335 | $ | 164 | $ | 157 | ||||||||||||||
Federal
income tax expense at statutory rate
|
$ | 292 | $ | 104 | $ | 154 | $ | 51 | $ | 117 | $ | 57 | $ | 55 | ||||||||||||||
Increases
(reductions) in taxes resulting from-
|
||||||||||||||||||||||||||||
Amortization
of investment tax credits
|
(4 | ) | (4 | ) | (2 | ) | (1 | ) | (1 | ) | (1 | ) | - | |||||||||||||||
State
income taxes, net of federal tax benefit
|
45 | - | 14 | 6 | 24 | 9 | 8 | |||||||||||||||||||||
Manufacturing
deduction
|
(6 | ) | (2 | ) | (1 | ) | - | - | - | - | ||||||||||||||||||
Other,
net
|
(22 | ) | 3 | (2 | ) | (2 | ) | 9 | 3 | 1 | ||||||||||||||||||
Total
provision for income taxes
|
$ | 305 | $ | 101 | $ | 163 | $ | 54 | $ | 149 | $ | 68 | $ | 64 | ||||||||||||||
2006
|
||||||||||||||||||||||||||||
Book
income before provision for income taxes
|
$ | 655 | $ | 335 | $ | 495 | $ | 159 | $ | 337 | $ | (163 | ) | $ | 141 | |||||||||||||
Federal
income tax expense at statutory rate
|
$ | 229 | $ | 117 | $ | 173 | $ | 56 | $ | 118 | $ | (57 | ) | $ | 49 | |||||||||||||
Increases
(reductions) in taxes resulting from-
|
||||||||||||||||||||||||||||
Amortization
of investment tax credits
|
(5 | ) | (4 | ) | (4 | ) | (1 | ) | (1 | ) | (1 | ) | - | |||||||||||||||
State
income taxes, net of federal tax benefit
|
18 | 15 | 22 | 8 | 23 | 11 | 6 | |||||||||||||||||||||
Goodwill
impairment
|
- | - | - | - | - | 124 | - | |||||||||||||||||||||
Other,
net
|
(6 | ) | (5 | ) | (2 | ) | (3 | ) | 7 | - | 2 | |||||||||||||||||
Total
provision for income taxes
|
$ | 236 | $ | 123 | $ | 189 | $ | 60 | $ | 147 | $ | 77 | $ | 57 |
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
||||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
AS
OF DECEMBER 31, 2008
|
||||||||||||||||||||||||||||
Property
basis differences
|
$ | 434 | $ | 494 | $ | 428 | $ | 172 | $ | 436 | $ | 275 | $ | 329 | ||||||||||||||
Regulatory
transition charge
|
- | 40 | 29 | 4 | 190 | 29 | - | |||||||||||||||||||||
Customer
receivables for future income taxes
|
- | 22 | 1 | - | 24 | 49 | 48 | |||||||||||||||||||||
Deferred
customer shopping incentive
|
- | - | 151 | - | - | - | - | |||||||||||||||||||||
Deferred
MISO/PJM transmission costs
|
- | 11 | 7 | 7 | - | 137 | 4 | |||||||||||||||||||||
Other regulatory assets - RCP | - | 121 | 100 | 32 | - | - | - | |||||||||||||||||||||
Deferred
sale and leaseback gain
|
(438 | ) | (45 | ) | - | - | (10 | ) | (12 | ) | - | |||||||||||||||||
Nonutility
generation costs
|
- | - | - | - | - | 30 | (82 | ) | ||||||||||||||||||||
Unamortized
investment tax credits
|
(23 | ) | (5 | ) | (5 | ) | (2 | ) | (2 | ) | (6 | ) | (5 | ) | ||||||||||||||
Unrealized
losses on derivative hedges
|
(15 | ) | - | - | - | (1 | ) | (1 | ) | - | ||||||||||||||||||
Pension
and other postretirement obligations
|
(68 | ) | (94 | ) | (47 | ) | (25 | ) | (90 | ) | (72 | ) | (89 | ) | ||||||||||||||
Lease
market valuation liability
|
(124 | ) | - | - | (122 | ) | - | - | - | |||||||||||||||||||
Oyster
Creek securitization (Note 10(C))
|
- | - | - | - | 137 | - | - | |||||||||||||||||||||
Nuclear
decommissioning activities
|
14 | 2 | - | 13 | (34 | ) | (65 | ) | (55 | ) | ||||||||||||||||||
Deferred
gain for asset sales - affiliated companies
|
- | 41 | 27 | 9 | - | - | - | |||||||||||||||||||||
Allowance
for equity funds used during construction
|
- | 20 | 1 | - | - | - | - | |||||||||||||||||||||
All
other
|
(48 | ) | 46 | 12 | (9 | ) | 39 | 24 | 20 | |||||||||||||||||||
Net
deferred income tax liability (asset)
|
$ | (268 | ) | $ | 653 | $ | 704 | $ | 79 | $ | 689 | $ | 388 | $ | 170 | |||||||||||||
AS
OF DECEMBER 31, 2007
|
||||||||||||||||||||||||||||
Property
basis differences
|
$ | 275 | $ | 484 | $ | 404 | $ | 173 | $ | 439 | $ | 266 | $ | 319 | ||||||||||||||
Regulatory
transition charge
|
- | 70 | 77 | 26 | 235 | 60 | - | |||||||||||||||||||||
Customer
receivables for future income taxes
|
- | 22 | 1 | - | 14 | 49 | 62 | |||||||||||||||||||||
Deferred
customer shopping incentive
|
- | 34 | 142 | 13 | - | - | - | |||||||||||||||||||||
Deferred
MISO/PJM transmission costs
|
- | 20 | 12 | 9 | - | 97 | 13 | |||||||||||||||||||||
Other regulatory assets - RCP | - | 92 | 71 | 30 | - | - | - | |||||||||||||||||||||
Deferred
sale and leaseback gain
|
(455 | ) | (49 | ) | - | - | (20 | ) | (11 | ) | - | |||||||||||||||||
Nonutility
generation costs
|
- | - | - | - | - | 22 | (112 | ) | ||||||||||||||||||||
Unamortized
investment tax credits
|
(23 | ) | (6 | ) | (7 | ) | (4 | ) | (2 | ) | (6 | ) | (5 | ) | ||||||||||||||
Unrealized
losses on derivative hedges
|
(10 | ) | - | - | - | (1 | ) | (1 | ) | - | ||||||||||||||||||
Pension
and other postretirement obligations
|
(21 | ) | 8 | (15 | ) | (17 | ) | 20 | 1 | (18 | ) | |||||||||||||||||
Lease
market valuation liability
|
(148 | ) | - | - | (135 | ) | - | - | - | |||||||||||||||||||
Oyster
Creek securitization (Note 10(C))
|
- | - | - | - | 149 | - | - | |||||||||||||||||||||
Nuclear
decommissioning activities
|
142 | 7 | - | 11 | (48 | ) | (57 | ) | (65 | ) | ||||||||||||||||||
Deferred
gain for asset sales - affiliated companies
|
- | 45 | 30 | 10 | - | - | - | |||||||||||||||||||||
Allowance
for equity funds used during construction
|
- | 21 | - | - | - | - | - | |||||||||||||||||||||
All
other
|
(37 | ) | 33 | 11 | (13 | ) | 14 | 19 | 17 | |||||||||||||||||||
Net
deferred income tax liability (asset)
|
$ | (277 | ) | $ | 781 | $ | 726 | $ | 103 | $ | 800 | $ | 439 | $ | 211 |
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
||||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
Balance
as of January 1, 2008
|
$ | 14 | $ | (12 | ) | $ | (17 | ) | $ | (1 | ) | $ | 38 | $ | 24 | $ | 16 | |||||||||||
Increase
for tax positions related to the
current
year
|
- | 1 | - | - | - | - | - | |||||||||||||||||||||
Increase
for tax positions related to
prior
years
|
1 | 1 | - | - | 6 | 5 | 9 | |||||||||||||||||||||
Decrease for
tax positions of
prior
years
|
(10 | ) | (14 | ) | (8 | ) | (3 | ) | (2 | ) | (1 | ) | (1 | ) | ||||||||||||||
Decrease
for settlement
|
- | (6 | ) | (1 | ) | - | - | - | - | |||||||||||||||||||
Balance
as of December 31, 2008
|
$ | 5 | $ | (30 | ) | $ | (26 | ) | $ | (4 | ) | $ | 42 | $ | 28 | $ | 24 |
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
||||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
Balance
as of January 1, 2007
|
$ | 14 | $ | (19 | ) | $ | (15 | ) | $ | (3 | ) | $ | 44 | $ | 18 | $ | 20 | |||||||||||
Increase
for tax positions related to the
current
year
|
- | 1 | - | - | - | - | - | |||||||||||||||||||||
Increase
for tax positions related to
prior
years
|
4 | 10 | 2 | 2 | - | 6 | - | |||||||||||||||||||||
Decrease for
tax positions of
prior
years
|
(4 | ) | (4 | ) | (4 | ) | - | (6 | ) | - | (4 | ) | ||||||||||||||||
Balance
as of December 31, 2007
|
$ | 14 | $ | (12 | ) | $ | (17 | ) | $ | (1 | ) | $ | 38 | $ | 24 | $ | 16 |
Balance
Sheet Classifications
|
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
Current-
|
||||||||||||||||||||||||||||
Prepayments
and other
|
$ | - | $ | (52 | ) | $ | (33 | ) | $ | (9 | ) | $ | - | $ | - | $ | - | |||||||||||
Accrued
taxes
|
- | - | - | - | 26 | 13 | 11 | |||||||||||||||||||||
Non-Current-
|
||||||||||||||||||||||||||||
Other
non-current liabilities
|
5 | 22 | 7 | 5 | 16 | 15 | 13 | |||||||||||||||||||||
Net
liabilities (assets)
|
$ | 5 | $ | (30 | ) | $ | (26 | ) | $ | (4 | ) | $ | 42 | $ | 28 | $ | 24 |
Net
Interest Expense (Income)
|
Net
Interest Payable
|
|||||||||||||||||||
For
the Years Ended
|
(Receivable)
|
|||||||||||||||||||
December
31,
|
As
of December 31,
|
|||||||||||||||||||
2008
|
2007
|
2006
|
2008
|
2007
|
||||||||||||||||
(In
millions)
|
(In
millions)
|
|||||||||||||||||||
FES
|
$ | - | $ | - | $ | 1 | $ | 1 | $ | 2 | ||||||||||
OE
|
(4 | ) | 1 | 1 | (9 | ) | (5 | ) | ||||||||||||
CEI
|
(2 | ) | (1 | ) | 1 | (7 | ) | (3 | ) | |||||||||||
TE
|
- | - | 1 | (1 | ) | - | ||||||||||||||
JCP&L
|
1 | 1 | (2 | ) | 11 | 10 | ||||||||||||||
Met-Ed
|
1 | 2 | - | 6 | 5 | |||||||||||||||
Penelec
|
2 | - | (1 | ) | 6 | 4 |
Expiration
Period
|
FES
|
Penelec
|
||||||
(In
millions)
|
||||||||
2009-2013
|
$ | 2 | $ | - | ||||
2014-2018
|
1 | - | ||||||
2019-2023
|
27 | 216 | ||||||
2024-2028
|
38 | 17 | ||||||
$ | 68 | $ | 233 |
FES
|
OE
|
CEI
|
TE
|
JCP&L
|
Met-Ed
|
Penelec
|
||||||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||||||
2008
|
||||||||||||||||||||||||||||
Kilowatt-hour
excise
|
$ | 1 | $ | 97 | $ | 70 | $ | 30 | $ | 51 | $ | - | $ | - | ||||||||||||||
State
gross receipts
|
16 | 17 | - | - | - | 79 | 70 | |||||||||||||||||||||
Real
and personal property
|
53 | 61 | 67 | 19 | 5 | 3 | 2 | |||||||||||||||||||||
Social
security and unemployment
|
14 | 9 | 6 | 3 | 10 | 5 | 6 | |||||||||||||||||||||
Other
|
4 | 2 | - | - | 1 | (1 | ) | 2 | ||||||||||||||||||||
Total
general taxes
|
$ | 88 | $ | 186 | $ | 143 | $ | 52 | $ | 67 | $ | 86 | $ | 80 | ||||||||||||||
2007
|
||||||||||||||||||||||||||||
Kilowatt-hour
excise
|
$ | 1 | $ | 99 | $ | 69 | $ | 29 | $ | 52 | $ | - | $ | - | ||||||||||||||
State
gross receipts
|
18 | 17 | - | - | - | 73 | 66 | |||||||||||||||||||||
Real
and personal property
|
53 | 59 | 65 | 19 | 5 | 2 | 2 | |||||||||||||||||||||
Social
security and unemployment
|
14 | 8 | 6 | 3 | 9 | 5 | 5 | |||||||||||||||||||||
Other
|
1 | (2 | ) | 2 | - | - | - | 3 | ||||||||||||||||||||
Total
general taxes
|
$ | 87 | $ | 181 | $ | 142 | $ | 51 | $ | 66 | $ | 80 | $ | 76 | ||||||||||||||
2006
|
||||||||||||||||||||||||||||
Kilowatt-hour
excise
|
$ | - | $ | 95 | $ | 68 | $ | 28 | $ | 50 | $ | - | $ | - | ||||||||||||||
State
gross receipts
|
10 | 19 | - | - | - | 67 | 62 | |||||||||||||||||||||
Real
and personal property
|
49 | 55 | 61 | 20 | 5 | 2 | 1 | |||||||||||||||||||||
Social
security and unemployment
|
13 | 7 | 5 | 2 | 9 | 4 | 5 | |||||||||||||||||||||
Other
|
1 | 4 | 1 | 1 | - | 4 | 5 | |||||||||||||||||||||
Total
general taxes
|
$ | 73 | $ | 180 | $ | 135 | $ | 51 | $ | 64 | $ | 77 | $ | 73 |
9.
|
REGULATORY
MATTERS
|
(A)
|
RELIABILITY
INITIATIVES
|
(B)
|
OHIO
|
(C)
|
PENNSYLVANIA
|
|
·
|
power
acquired by utilities to serve customers after rate caps expire will be
procured through a competitive procurement process that must include a mix
of long-term and short-term contracts and spot market
purchases;
|
|
·
|
the
competitive procurement process must be approved by the PPUC and may
include auctions, RFPs, and/or bilateral
agreements;
|
|
·
|
utilities
must provide for the installation of smart meter technology within 15
years;
|
|
·
|
a
minimum reduction in peak demand of 4.5% by May 31,
2013;
|
|
·
|
minimum
reductions in energy consumption of 1% and 3% by May 31, 2011 and May 31,
2013, respectively; and
|
|
·
|
an
expanded definition of alternative energy to include additional types of
hydroelectric and biomass
facilities.
|
(D)
|
NEW
JERSEY
|
|
·
|
maximize
energy efficiency to achieve a 20% reduction in energy consumption by
2020;
|
|
·
|
reduce
peak demand for electricity by 5,700 MW by
2020;
|
|
·
|
meet
30% of the state’s electricity needs with renewable energy by
2020;
|
|
·
|
examine
smart grid technology and develop additional cogeneration and other
generation resources consistent with the state’s greenhouse gas targets;
and
|
|
·
|
invest
in innovative clean energy technologies and businesses to stimulate the
industry’s growth in New Jersey.
|
(E)
|
FERC
MATTERS
|
10.
|
CAPITALIZATION
|
(A)
|
RETAINED
EARNINGS (ACCUMULATED DEFICIT)
|
(B)
|
PREFERRED
AND PREFERENCE STOCK
|
Preferred
Stock
|
Preference
Stock
|
|||||||||||||
Shares
|
Par
|
Shares
|
Par
|
|||||||||||
Authorized
|
Value
|
Authorized
|
Value
|
|||||||||||
OE
|
6,000,000 |
$100
|
8,000,000 |
no
par
|
||||||||||
OE
|
8,000,000 |
$25
|
||||||||||||
Penn
|
1,200,000 |
$100
|
||||||||||||
CEI
|
4,000,000 |
no
par
|
3,000,000 |
no
par
|
||||||||||
TE
|
3,000,000 |
$100
|
5,000,000 |
$25
|
||||||||||
TE
|
12,000,000 |
$25
|
||||||||||||
JCP&L
|
15,600,000 |
no
par
|
||||||||||||
Met-Ed
|
10,000,000 |
no
par
|
||||||||||||
Penelec
|
11,435,000 |
no
par
|
Not
Subject to
|
||||||||
Mandatory
Redemption
|
||||||||
Par
or
|
||||||||
Number
|
Stated
|
|||||||
of
Shares
|
Value
|
|||||||
(Dollars
in thousands)
|
||||||||
OE
|
||||||||
Balance,
January 1, 2006
|
750,699 | $ | 75,070 | |||||
Redemptions-
|
||||||||
3.90%
Series
|
(152,510 | ) | (15,251 | ) | ||||
4.40%
Series
|
(176,280 | ) | (17,628 | ) | ||||
4.44%
Series
|
(136,560 | ) | (13,656 | ) | ||||
4.56%
Series
|
(144,300 | ) | (14,430 | ) | ||||
4.24%
Series
|
(40,000 | ) | (4,000 | ) | ||||
4.25%
Series
|
(41,049 | ) | (4,105 | ) | ||||
4.64%
Series
|
(60,000 | ) | (6,000 | ) | ||||
Balance,
December 31, 2006
|
- | $ | - | |||||
TE
|
||||||||
Balance,
January 1, 2006
|
2,910,000 | $ | 96,000 | |||||
Redemptions-
|
||||||||
$4.25
Series
|
(160,000 | ) | (16,000 | ) | ||||
$4.56
Series
|
(50,000 | ) | (5,000 | ) | ||||
$4.25
Series
|
(100,000 | ) | (10,000 | ) | ||||
$2.365
Series
|
(1,400,000 | ) | (35,000 | ) | ||||
Adjustable
Series B
|
(1,200,000 | ) | (30,000 | ) | ||||
Balance,
December 31, 2006
|
- | $ | - | |||||
JCP&L
|
||||||||
Balance,
January 1, 2006
|
125,000 | $ | 12,649 | |||||
Redemptions-
|
||||||||
4.00%
Series
|
(125,000 | ) | (12,649 | ) | ||||
Balance,
December 31, 2006
|
- | $ | - |
(C)
|
LONG-TERM
DEBT AND OTHER LONG-TERM
OBLIGATIONS
|
Year
|
FES
|
OE
|
CEI
|
JCP&L
|
Met-Ed
|
Penelec
|
||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
2009
|
$ | 2,020 | $ | 101 | $ | 150 | $ | 29 | $ | 29 | $ | 145 | ||||||||||||
2010
|
68 | 65 | 18 | 31 | 100 | 59 | ||||||||||||||||||
2011
|
83 | 1 | 20 | 32 | - | - | ||||||||||||||||||
2012
|
124 | 1 | 22 | 34 | - | - | ||||||||||||||||||
2013
|
75 | 2 | 324 | 36 | 150 | - |
Year
|
FES
|
OE
|
Met-Ed
|
Penelec
|
||||||||||||
(In
millions)
|
||||||||||||||||
2009
|
$ | 1,979 | $ | 100 | $ | 29 | $ | 45 | ||||||||
2010
|
15 | - | - | - | ||||||||||||
2011
|
25 | - | - | - | ||||||||||||
2012
|
56 | - | - | - |
11.
|
ASSET
RETIREMENT OBLIGATIONS
|
2008
|
2007
|
|||||||
(In
millions)
|
||||||||
FES
|
$ | 1,034 | $ | 1,333 | ||||
OE
|
117 | 127 | ||||||
TE
|
74 | 67 | ||||||
JCP&L
|
143 | 176 | ||||||
Met-Ed
|
226 | 287 | ||||||
Penelec
|
115 | 138 |
12.
|
SHORT-TERM
BORROWINGS AND BANK LINES OF CREDIT
|
Revolving
|
Regulatory
and
|
||||||||
Credit
Facility
|
Other
Short-Term
|
||||||||
Borrower
|
Sub-Limit
|
Debt
Limitations
|
|||||||
(In
millions)
|
|||||||||
FES
|
$ | 1,000 | $ | - | (1) | ||||
OE
|
500 | 500 | |||||||
Penn
|
50 | 39 | (2) | ||||||
CEI
|
250 | (3) | 500 | ||||||
TE
|
250 | (3) | 500 | ||||||
JCP&L
|
425 | 428 | (2) | ||||||
Met-Ed
|
250 | 300 | (2) | ||||||
Penelec
|
250 | 300 | (2) | ||||||
|
(1)
|
No
regulatory approvals, statutory or charter limitations
applicable.
|
(2)
|
Excluding
amounts which may be borrowed under the regulated companies’ money
pool.
|
(3)
|
Borrowing
sub-limits for CEI and TE may be increased to up to $500 million by
delivering notice to the administrative agent that such borrower has
senior unsecured debt ratings of at least BBB by S&P and Baa2 by
Moody’s.
|
Subsidiary
Company
|
Parent
Company
|
Commitment
|
Annual
Facility
Fee
|
Maturity
|
||||||||
(In
millions)
|
||||||||||||
OES
Capital, Incorporated
|
OE
|
$
|
170
|
0.20
|
%
|
February 22,
2010
|
||||||
Centerior
Funding Corporation
|
CEI
|
200
|
0.20
|
February 22,
2010
|
||||||||
Penn
Power Funding LLC
|
Penn
|
25
|
0.60
|
December
18, 2009
|
||||||||
Met-Ed
Funding LLC
|
Met-Ed
|
80
|
0.60
|
December
18, 2009
|
||||||||
Penelec
Funding LLC
|
Penelec
|
75
|
0.60
|
December
18, 2009
|
||||||||
$
|
550
|
2008
|
2007
|
|||||||
FES
|
1.08 | % | 5.23 | % | ||||
OE
(1)
|
- | 4.80 | % | |||||
CEI
|
1.77 | % | 5.10 | % | ||||
TE
|
1.46 | % | 5.04 | % | ||||
JCP&L
|
1.46 | % | 5.04 | % | ||||
Met-Ed
|
0.92 | % | 5.17 | % | ||||
Penelec
|
0.95 | % | 5.04 | % |
(1)
In
2008, OE’s short-term borrowings consisted of noninterest-bearing notes
related to its investment in certain low-income housing limited
partnerships.
|
13.
|
COMMITMENTS,
GUARANTEES AND CONTINGENCIES
|
(A)
|
NUCLEAR
INSURANCE
|
(B)
|
GUARANTEES
AND OTHER ASSURANCES
|
(C)
|
ENVIRONMENTAL
MATTERS
|
(D)
|
OTHER
LEGAL PROCEEDINGS
|
14. SUPPLEMENTAL
GUARANTOR INFORMATION
|
FIRSTENERGY
SOLUTIONS CORP.
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENTS OF INCOME
|
||||||||||||||||||||
For
the Year Ended December 31, 2008
|
FES
|
FGCO
|
NGC
|
Eliminations
|
Consolidated
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
REVENUES
|
$ | 4,470,112 | $ | 2,275,451 | $ | 1,204,534 | $ | (3,431,744 | ) | $ | 4,518,353 | |||||||||
EXPENSES:
|
||||||||||||||||||||
Fuel
|
16,322 | 1,171,993 | 126,978 | - | 1,315,293 | |||||||||||||||
Purchased
power from affiliates
|
3,417,126 | 14,618 | 101,409 | (3,431,744 | ) | 101,409 | ||||||||||||||
Purchased
power from non-affiliates
|
778,882 | - | - | - | 778,882 | |||||||||||||||
Other
operating expenses
|
116,972 | 416,723 | 502,096 | 48,757 | 1,084,548 | |||||||||||||||
Provision
for depreciation
|
5,986 | 119,763 | 111,529 | (5,379 | ) | 231,899 | ||||||||||||||
General
taxes
|
19,260 | 46,153 | 22,591 | - | 88,004 | |||||||||||||||
Total
expenses
|
4,354,548 | 1,769,250 | 864,603 | (3,388,366 | ) | 3,600,035 | ||||||||||||||
OPERATING
INCOME
|
115,564 | 506,201 | 339,931 | (43,378 | ) | 918,318 | ||||||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||||||
Miscellaneous income (
expense),
including
|
||||||||||||||||||||
net
income from equity investees
|
449,167 | (3,366 | ) | (35,665 | ) | (431,116 | ) | (20,980 | ) | |||||||||||
Interest
expense to affiliates
|
(314 | ) | (20,342 | ) | (9,173 | ) | - | (29,829 | ) | |||||||||||
Interest
expense - other
|
(24,674 | ) | (95,926 | ) | (56,486 | ) | 65,404 | (111,682 | ) | |||||||||||
Capitalized
interest
|
142 | 39,934 | 3,688 | - | 43,764 | |||||||||||||||
Total
other income (expense)
|
424,321 | (79,700 | ) | (97,636 | ) | (365,712 | ) | (118,727 | ) | |||||||||||
INCOME
BEFORE INCOME TAXES
|
539,885 | 426,501 | 242,295 | (409,090 | ) | 799,591 | ||||||||||||||
INCOME
TAXES
|
33,475 | 155,100 | 90,247 | 14,359 | 293,181 | |||||||||||||||
NET
INCOME
|
$ | 506,410 | $ | 271,401 | $ | 152,048 | $ | (423,449 | ) | $ | 506,410 |
FIRSTENERGY
SOLUTIONS CORP.
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENTS OF INCOME
|
||||||||||||||||||||
For
the Year Ended December 31, 2007
|
FES
|
FGCO
|
NGC
|
Eliminations
|
Consolidated
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
REVENUES
|
$ | 4,345,790 | $ | 1,982,166 | $ | 1,062,026 | $ | (3,064,955 | ) | $ | 4,325,027 | |||||||||
EXPENSES:
|
||||||||||||||||||||
Fuel
|
26,169 | 942,946 | 117,895 | - | 1,087,010 | |||||||||||||||
Purchased
power from affiliates
|
3,038,786 | 186,415 | 73,844 | (3,064,955 | ) | 234,090 | ||||||||||||||
Purchased
power from non-affiliates
|
764,090 | - | - | - | 764,090 | |||||||||||||||
Other
operating expenses
|
161,797 | 352,856 | 514,389 | 11,997 | 1,041,039 | |||||||||||||||
Provision
for depreciation
|
2,269 | 99,741 | 92,239 | (1,337 | ) | 192,912 | ||||||||||||||
General
taxes
|
20,953 | 41,456 | 24,689 | - | 87,098 | |||||||||||||||
Total
expenses
|
4,014,064 | 1,623,414 | 823,056 | (3,054,295 | ) | 3,406,239 | ||||||||||||||
OPERATING
INCOME
|
331,726 | 358,752 | 238,970 | (10,660 | ) | 918,788 | ||||||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||||||
Miscellaneous
income (expense), including
|
||||||||||||||||||||
net
income from equity investees
|
341,978 | 4,210 | 14,880 | (308,192 | ) | 52,876 | ||||||||||||||
Interest
expense to affiliates
|
(1,320 | ) | (48,536 | ) | (15,645 | ) | - | (65,501 | ) | |||||||||||
Interest
expense - other
|
(9,503 | ) | (59,412 | ) | (39,458 | ) | 16,174 | (92,199 | ) | |||||||||||
Capitalized
interest
|
35 | 14,369 | 5,104 | - | 19,508 | |||||||||||||||
Total
other income (expense)
|
331,190 | (89,369 | ) | (35,119 | ) | (292,018 | ) | (85,316 | ) | |||||||||||
INCOME
BEFORE INCOME TAXES
|
662,916 | 269,383 | 203,851 | (302,678 | ) | 833,472 | ||||||||||||||
INCOME
TAXES
|
134,052 | 90,801 | 77,467 | 2,288 | 304,608 | |||||||||||||||
NET
INCOME
|
$ | 528,864 | $ | 178,582 | $ | 126,384 | $ | (304,966 | ) | $ | 528,864 |
FIRSTENERGY
SOLUTIONS CORP.
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENTS OF INCOME
|
||||||||||||||||||||
For
the Year Ended December 31, 2006
|
FES
|
FGCO
|
NGC
|
Eliminations
|
Consolidated
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
REVENUES
|
$ | 4,023,752 | $ | 1,767,549 | $ | 1,028,159 | $ | (2,808,107 | ) | $ | 4,011,353 | |||||||||
EXPENSES:
|
||||||||||||||||||||
Fuel
|
18,265 | 983,492 | 103,900 | - | 1,105,657 | |||||||||||||||
Purchased
power from affiliates
|
2,804,110 | 180,759 | 80,239 | (2,808,107 | ) | 257,001 | ||||||||||||||
Purchased
power from non-affiliates
|
590,491 | - | - | - | 590,491 | |||||||||||||||
Other
operating expenses
|
202,369 | 271,718 | 553,477 | - | 1,027,564 | |||||||||||||||
Provision
for depreciation
|
1,779 | 93,728 | 83,656 | - | 179,163 | |||||||||||||||
General
taxes
|
12,459 | 38,781 | 22,092 | - | 73,332 | |||||||||||||||
Total
expenses
|
3,629,473 | 1,568,478 | 843,364 | (2,808,107 | ) | 3,233,208 | ||||||||||||||
OPERATING
INCOME
|
394,279 | 199,071 | 184,795 | - | 778,145 | |||||||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||||||
Miscellaneous
income (expense), including
|
||||||||||||||||||||
net
income from equity investees
|
184,267 | (596 | ) | 35,571 | (164,740 | ) | 54,502 | |||||||||||||
Interest
expense to affiliates
|
(241 | ) | (117,639 | ) | (44,793 | ) | - | (162,673 | ) | |||||||||||
Interest
expense - other
|
(720 | ) | (9,125 | ) | (16,623 | ) | - | (26,468 | ) | |||||||||||
Capitalized
interest
|
1 | 4,941 | 6,553 | - | 11,495 | |||||||||||||||
Total
other income (expense)
|
183,307 | (122,419 | ) | (19,292 | ) | (164,740 | ) | (123,144 | ) | |||||||||||
INCOME
BEFORE INCOME TAXES
|
577,586 | 76,652 | 165,503 | (164,740 | ) | 655,001 | ||||||||||||||
INCOME
TAXES
|
158,933 | 17,605 | 59,810 | - | 236,348 | |||||||||||||||
NET
INCOME
|
$ | 418,653 | $ | 59,047 | $ | 105,693 | $ | (164,740 | ) | $ | 418,653 |
15.
|
NEW ACCOUNTING STANDARDS AND
INTERPRETATIONS
|
16.
|
SUMMARY
OF QUARTERLY FINANCIAL DATA
(UNAUDITED)
|
Income
(Loss)
|
|||||||||||||||||||||
From
Continuing
|
|||||||||||||||||||||
Operating
|
Operations
|
||||||||||||||||||||
Income
|
Before
|
Income
|
Net
|
||||||||||||||||||
Three Months Ended |
Revenues
|
(Loss)
|
Income
Taxes
|
Taxes
|
Income
|
||||||||||||||||
(In
millions)
|
|||||||||||||||||||||
FES | |||||||||||||||||||||
March
31, 2008
|
$ | 1,099.1 | $ | 175.7 | $ | 147.8 | $ | 57.8 | $ | 90.0 | |||||||||||
March
31, 2007
|
1,018.2 | 188.7 | 164.9 | 62.4 | 102.5 | ||||||||||||||||
June
30, 2008
|
1,071.3 | 142.2 | 115.4 | 47.3 | 68.1 | ||||||||||||||||
|
June
30, 2007
|
1,068.7 | 263.8 | 239.1 | 87.7 | 151.4 | |||||||||||||||
September
30,2008
|
1,241.6 | 288.8 | 278.9 | 93.2 | 185.7 | ||||||||||||||||
September
30,2007
|
1,170.1 | 272.1 | 248.4 | 93.7 | 154.7 | ||||||||||||||||
December
31, 2008
|
1,106.4 | 311.6 | 257.5 | 94.9 | 162.6 | ||||||||||||||||
December
31, 2007
|
1,068.0 | 194.2 | 181.1 | 60.8 | 120.3 | ||||||||||||||||
OE | |||||||||||||||||||||
March
31, 2008
|
$ | 652.6 | $ | 77.1 | $ | 70.8 | $ | 26.9 | $ | 43.9 | |||||||||||
March
31, 2007
|
625.6 | 65.4 | 71.4 | 17.4 | 54.0 | ||||||||||||||||
June
30, 2008
|
609.6 | 76.1 | 70.5 | 21.7 | 48.8 | ||||||||||||||||
June
30, 2007
|
596.8 | 70.8 | 73.2 | 27.6 | 45.6 | ||||||||||||||||
September
30,2008
|
702.3 | 100.0 | 101.0 | 28.5 | 72.5 | ||||||||||||||||
September
30,2007
|
668.8 | 82.0 | 82.3 | 34.1 | 48.2 | ||||||||||||||||
December
31, 2008
|
637.3 | 80.8 | 68.0 | 21.5 | 46.5 | ||||||||||||||||
December
31, 2007
|
600.3 | 73.1 | 71.6 | 22.2 | 49.4 | ||||||||||||||||
CEI | |||||||||||||||||||||
March
31, 2008
|
$ | 437.3 | $ | 110.8 | $ | 88.2 | $ | 30.3 | $ | 57.9 | |||||||||||
March
31, 2007
|
440.8 | 115.5 | 98.3 | 34.8 | 63.5 | ||||||||||||||||
June
30, 2008
|
434.4 | 123.4 | 100.4 | 33.8 | 66.6 | ||||||||||||||||
June
30, 2007
|
449.5 | 128.6 | 111.0 | 42.1 | 68.9 | ||||||||||||||||
September
30,2008
|
524.1 | 159.9 | 136.4 | 43.0 | 93.4 | ||||||||||||||||
September
30,2007
|
529.1 | 154.4 | 133.3 | 54.6 | 78.7 | ||||||||||||||||
December
31, 2008
|
420.1 | 120.5 | 96.3 | 29.7 | 66.6 | ||||||||||||||||
December
31, 2007
|
403.5 | 113.7 | 97.2 | 31.9 | 65.3 | ||||||||||||||||
TE | |||||||||||||||||||||
March
31, 2008
|
$ | 211.7 | $ | 26.1 | $ | 25.1 | $ | 8.1 | $ | 17.0 | |||||||||||
March
31, 2007
|
240.5 | 40.3 | 37.0 | 11.1 | 25.9 | ||||||||||||||||
June
30, 2008
|
221.5 | 30.9 | 28.7 | 7.4 | 21.3 | ||||||||||||||||
June
30, 2007
|
240.3 | 40.8 | 37.3 | 15.4 | 21.9 | ||||||||||||||||
September
30,2008
|
251.1 | 45.1 | 43.4 | 12.2 | 31.2 | ||||||||||||||||
September
30,2007
|
269.7 | 47.5 | 43.5 | 18.4 | 25.1 | ||||||||||||||||
December
31, 2008
|
211.2 | 10.8 | 7.5 | 2.1 | 5.4 | ||||||||||||||||
December
31, 2007
|
213.4 | 28.8 | 27.2 | 8.8 | 18.4 |
Income
(Loss)
|
|||||||||||||||||||||
From
Continuing
|
|||||||||||||||||||||
Operating
|
Operations
|
Net
|
|||||||||||||||||||
Income
|
Before
|
Income
|
Income
|
||||||||||||||||||
Three Months Ended |
Revenues
|
(Loss)
|
Income
Taxes
|
Taxes
|
(Loss)
|
||||||||||||||||
(In
millions)
|
|||||||||||||||||||||
Met-Ed | |||||||||||||||||||||
March
31, 2008
|
$ | 400.3 | $ | 45.6 | $ | 38.9 | $ | 16.7 | $ | 22.2 | |||||||||||
|
March
31, 2007
|
370.3 | 57.9 | 55.2 | 23.6 | 31.6 | |||||||||||||||
June
30, 2008
|
392.0 | 37.8 | 32.7 | 12.9 | 19.8 | ||||||||||||||||
June
30, 2007
|
361.7 | 38.0 | 34.3 | 14.8 | 19.5 | ||||||||||||||||
September
30,2008
|
455.5 | 45.1 | 38.3 | 16.3 | 22.0 | ||||||||||||||||
September
30,2007
|
410.6 | 43.8 | 39.4 | 14.7 | 24.7 | ||||||||||||||||
December
31, 2008
|
405.2 | 46.1 | 39.0 | 15.0 | 24.0 | ||||||||||||||||
December
31, 2007
|
367.9 | 45.3 | 34.9 | 15.2 | 19.7 | ||||||||||||||||
Penelec | |||||||||||||||||||||
March
31, 2008
|
$ | 395.5 | $ | 56.0 | $ | 39.7 | $ | 18.3 | $ | 21.4 | |||||||||||
March
31, 2007
|
355.9 | 65.7 | 56.0 | 24.3 | 31.7 | ||||||||||||||||
June
30, 2008
|
351.4 | 44.2 | 30.4 | 12.0 | 18.4 | ||||||||||||||||
June
30, 2007
|
331.4 | 44.5 | 33.9 | 14.4 | 19.5 | ||||||||||||||||
September
30,2008
|
389.8 | 46.6 | 31.7 | 9.1 | 22.6 | ||||||||||||||||
September
30,2007
|
353.4 | 45.8 | 33.4 | 10.4 | 23.0 | ||||||||||||||||
December
31, 2008
|
376.9 | 57.7 | 44.0 | 18.2 | 25.8 | ||||||||||||||||
December
31, 2007
|
361.3 | 48.4 | 33.6 | 14.9 | 18.7 | ||||||||||||||||
|
|||||||||||||||||||||
JCP&L | |||||||||||||||||||||
March
31, 2008
|
$ | 794.2 | $ | 86.9 | $ | 62.4 | $ | 28.4 | $ | 34.0 | |||||||||||
March
31, 2007
|
683.7 | 89.9 | 71.0 | 32.7 | 38.3 | ||||||||||||||||
June
30, 2008
|
834.7 | 97.4 | 74.4 | 31.5 | 42.9 | ||||||||||||||||
June
30, 2007
|
780.0 | 110.2 | 89.5 | 39.7 | 49.8 | ||||||||||||||||
September
30,2008
|
1,102.6 | 157.7 | 131.7 | 55.8 | 75.9 | ||||||||||||||||
September
30,2007
|
1,033.2 | 143.3 | 122.1 | 46.3 | 75.8 | ||||||||||||||||
December
31, 2008
|
740.8 | 92.5 | 66.7 | 32.5 | 34.2 | ||||||||||||||||
December
31, 2007
|
746.9 | 76.4 | 52.6 | 30.4 | 22.2 |
1.
|
I have
reviewed this report on Form 10-K of FirstEnergy Corp.;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Anthony J.
Alexander
|
|
Anthony J.
Alexander
|
|
Chief
Executive Officer
|
1.
|
I have
reviewed this report on Form 10-K of FirstEnergy Solutions
Corp.;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Donald R.
Schneider
|
|
Donald R.
Schneider
|
|
Chief
Executive Officer
|
1.
|
I have
reviewed this report on Form 10-K of Ohio Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
Chief
Executive Officer
|
1.
|
I have
reviewed this report on Form 10-K of The Cleveland Electric Illuminating
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
Chief
Executive Officer
|
1.
|
I have
reviewed this report on Form 10-K of The Toledo Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
Chief
Executive Officer
|
1.
|
I have
reviewed this report on Form 10-K of Jersey Central Power & Light
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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
|
1.
|
I have
reviewed this report on Form 10-K of Metropolitan Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
Chief
Executive Officer
|
1.
|
I have
reviewed this report on Form 10-K of Pennsylvania Electric
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
Chief
Executive Officer
|
1.
|
I have
reviewed this report on Form 10-K of FirstEnergy Corp.;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-K of FirstEnergy Solutions
Corp.;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-K of Ohio Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-K of The Cleveland Electric Illuminating
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-K of The Toledo Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-K of Jersey Central Power & Light
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Paulette
R. Chatman
|
|
Paulette R.
Chatman
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-K of Metropolitan Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-K of Pennsylvania Electric
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 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
(the registrant’s fourth quarter in the case of an annual report) 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/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
|
/s/ Anthony J.
Alexander
|
|
Anthony J.
Alexander
|
|
Chief
Executive Officer
|
/s/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
/s/ Donald R.
Schneider
|
|
Donald R.
Schneider
|
|
President
|
|
(Chief
Executive Officer)
|
/s/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
/s/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
/s/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
/s/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
/s/ Stephen E.
Morgan
|
|
Stephen E.
Morgan
|
|
President
|
|
(Chief
Executive Officer)
|
/s/ Paulette
R. Chatman
|
|
Paulette R.
Chatman
|
|
Controller
|
|
(Chief
Financial Officer)
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
/s/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
/s/ Richard H.
Marsh
|
|
Richard H.
Marsh
|
|
Chief
Financial Officer
|