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
|
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.
|
Yes
( )
No
( )
|
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
|
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 May 7, 2009
|
FirstEnergy
Corp., $0.10 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
|
·
|
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 regulatory process on the Ohio Companies associated with the
distribution rate case or implementing the recently-approved ESP,
including 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),
|
·
|
Met-Ed’s and
Penelec’s transmission service charge filings with the
PPUC,
|
·
|
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.
|
Pages
|
||
Glossary of Terms
|
iii-v
|
|
Part
I. Financial Information
|
||
Items 1. and 2. - Financial
Statements and Management’s Discussion and Analysis ofFinancial Condition
and Results of Operations.
|
||
FirstEnergy Corp.
|
||
Management's
Discussion and Analysis of Financial Condition and
|
1-35
|
|
Results of Operations
|
||
Report of
Independent Registered Public Accounting Firm
|
36
|
|
Consolidated
Statements of Income
|
37
|
|
Consolidated
Statements of Comprehensive Income
|
38
|
|
Consolidated
Balance Sheets
|
39
|
|
Consolidated
Statements of Cash Flows
|
40
|
|
FirstEnergy Solutions
Corp.
|
||
Management's
Narrative Analysis of Results of Operations
|
41-43
|
|
Report of
Independent Registered Public Accounting Firm
|
44
|
|
Consolidated
Statements of Income and Comprehensive Income
|
45
|
|
Consolidated
Balance Sheets
|
46
|
|
Consolidated
Statements of Cash Flows
|
47
|
|
Ohio Edison
Company
|
||
Management's
Narrative Analysis of Results of Operations
|
48-49
|
|
Report of
Independent Registered Public Accounting Firm
|
50
|
|
Consolidated
Statements of Income and Comprehensive Income
|
51
|
|
Consolidated
Balance Sheets
|
52
|
|
Consolidated
Statements of Cash Flows
|
53
|
|
The Cleveland Electric
Illuminating Company
|
||
Management's
Narrative Analysis of Results of Operations
|
54-55
|
|
Report of
Independent Registered Public Accounting Firm
|
56
|
|
Consolidated
Statements of Income and Comprehensive Income
|
57
|
|
Consolidated
Balance Sheets
|
58
|
|
Consolidated
Statements of Cash Flows
|
59
|
|
The Toledo Edison
Company
|
||
Management's
Narrative Analysis of Results of Operations
|
60-61
|
|
Report of
Independent Registered Public Accounting Firm
|
62
|
|
Consolidated
Statements of Income and Comprehensive Income
|
63
|
|
Consolidated
Balance Sheets
|
64
|
|
Consolidated
Statements of Cash Flows
|
65
|
|
FMB
|
First Mortgage
Bond
|
FSP
|
FASB Staff
Position
|
FSP FAS 107-1
and
APB
28-1
|
FSP FAS 107-1
and APB 28-1, “Interim Disclosures about Fair Value of Financial
Instruments”
|
FSP FAS
115-1
and
SFAS 124-1
|
FSP FAS 115-1
and SFAS 124-1, “The Meaning of Other-Than-Temporary Impairment and
its
Application
to Certain Investments”
|
FSP FAS 115-2
and
FAS
124-2
|
FSP FAS 115-2
and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary
Impairments”
|
FSP FAS
132(R)-1
|
FSP FAS
132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan
Assets”
|
FSP FAS
157-4
|
FSP FAS 157-4,
“Determining Fair Value When the Volume and Level of Activity for the
Asset or
Liability
Have Significantly Decreased and Identifying Transactions That Are Not
Orderly”
|
FTR
|
Financial
Transmission Rights
|
GAAP
|
Accounting
Principles Generally Accepted in the United States
|
GHG
|
Greenhouse
Gases
|
ICE
|
Intercontinental
Exchange
|
IRS
|
Internal
Revenue Service
|
kV
|
Kilovolt
|
KWH
|
Kilowatt-hours
|
LED
|
Light-emitting
Diode
|
LIBOR
|
London
Interbank Offered Rate
|
LOC
|
Letter of
Credit
|
MEIUG
|
Met-Ed
Industrial Users Group
|
MISO
|
Midwest
Independent Transmission System Operator, Inc.
|
Moody’s
|
Moody’s
Investors Service, Inc.
|
MRO
|
Market Rate
Offer
|
MW
|
Megawatts
|
MWH
|
Megawatt-hours
|
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
|
NYMEX
|
New York
Mercantile Exchange
|
OPEB
|
Other
Post-Employment Benefits
|
OVEC
|
Ohio Valley
Electric Corporation
|
PCRB
|
Pollution
Control Revenue Bond
|
PICA
|
Penelec
Industrial Customer Alliance
|
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
|
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
|
SB221
|
Amended
Substitute Senate Bill 221
|
SBC
|
Societal
Benefits Charge
|
SEC
|
U.S.
Securities and Exchange Commission
|
SECA
|
Seams
Elimination Cost Adjustment
|
SFAS
|
Statement of
Financial Accounting Standards
|
SFAS
115
|
SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities"
|
SFAS
133
|
SFAS No. 133,
“Accounting for Derivative Instruments and Hedging
Activities”
|
SFAS
157
|
SFAS No. 157,
“Fair Value Measurements”
|
SFAS
160
|
SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements – an
Amendment
of
ARB No. 51”
|
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
|
Change
in Basic Earnings Per Share
From
Prior Year First Quarter
|
|
Basic Earnings
Per Share – First Quarter 2008
|
$
0.91
|
Regulatory
charges – 2009
|
(0.55)
|
Income tax
resolution – 2009
|
0.04
|
Organizational
restructuring – 2009
|
(0.05)
|
Gain on
non-core asset sales – 2008
|
(0.06)
|
Trust
securities impairment
|
(0.04)
|
Revenues
|
0.18
|
Fuel and
purchased power
|
(0.24)
|
Amortization /
deferral of regulatory assets
|
0.13
|
Other
expenses
|
0.07
|
Basic Earnings
Per Share – First Quarter 2009
|
$
0.39
|
·
|
Energy Delivery Services
transmits and distributes electricity through FirstEnergy’s 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 FirstEnergy’s service areas 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.
|
·
|
Competitive Energy
Services
supplies the electric power needs of end-use customers
through retail and wholesale arrangements, including associated company
power sales to meet a portion of the PLR and default service requirements
of FirstEnergy’s Ohio and Pennsylvania utility subsidiaries and
competitive retail sales to customers primarily in Ohio, Pennsylvania,
Maryland, Michigan and Illinois. This business segment owns or leases and
operates 19 generating facilities with a net demonstrated capacity of
13,710 MW 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 FirstEnergy’s Ohio
Companies. The segment's net income is primarily derived from electric
generation sales revenues less the cost of power purchased through the
Ohio Companies’ CBP, including net transmission and ancillary costs
charged by MISO to deliver energy to retail
customers.
|
Three
Months Ended
|
||||||||||
March
31
|
Increase
|
|||||||||
2009
|
2008
|
(Decrease)
|
||||||||
Earnings
(Loss)
|
(In
millions, except per share data)
|
|||||||||
By
Business Segment
|
||||||||||
Energy
delivery services
|
$
|
(42
|
)
|
$
|
179
|
$
|
(221
|
)
|
||
Competitive
energy services
|
155
|
87
|
68
|
|||||||
Ohio
transitional generation services
|
24
|
23
|
1
|
|||||||
Other and
reconciling adjustments*
|
(18
|
)
|
(13
|
)
|
(5
|
)
|
||||
Total
|
$
|
119
|
$
|
276
|
$
|
(157
|
)
|
|||
Basic
Earnings Per Share
|
$
|
0.39
|
$
|
0.91
|
$
|
(0.52
|
)
|
|||
Diluted
Earnings Per Share
|
$
|
0.39
|
$
|
0.90
|
$
|
(0.51
|
)
|
Ohio
|
||||||||||||||||||||
Energy
|
Competitive
|
Transitional
|
Other
and
|
|||||||||||||||||
Delivery
|
Energy
|
Generation
|
Reconciling
|
FirstEnergy
|
||||||||||||||||
First
Quarter 2009 Financial Results
|
Services
|
Services
|
Services
|
Adjustments
|
Consolidated
|
|||||||||||||||
(In
millions)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
External
|
||||||||||||||||||||
Electric
|
$ | 1,959 | $ | 280 | $ | 902 | $ | - | $ | 3,141 | ||||||||||
Other
|
150 | 55 | 10 | (22 | ) | 193 | ||||||||||||||
Internal
|
- | 893 | - | (893 | ) | - | ||||||||||||||
Total
Revenues
|
2,109 | 1,228 | 912 | (915 | ) | 3,334 | ||||||||||||||
Expenses:
|
||||||||||||||||||||
Fuel
|
- | 312 | - | - | 312 | |||||||||||||||
Purchased
power
|
978 | 160 | 898 | (893 | ) | 1,143 | ||||||||||||||
Other
operating expenses
|
480 | 355 | 18 | (26 | ) | 827 | ||||||||||||||
Provision for
depreciation
|
109 | 64 | - | 4 | 177 | |||||||||||||||
Amortization
of regulatory assets
|
406 | - | 5 | - | 411 | |||||||||||||||
Deferral of
new regulatory assets
|
(43 | ) | - | (50 | ) | - | (93 | ) | ||||||||||||
General
taxes
|
168 | 32 | 2 | 9 | 211 | |||||||||||||||
Total
Expenses
|
2,098 | 923 | 873 | (906 | ) | 2,988 | ||||||||||||||
Operating
Income
|
11 | 305 | 39 | (9 | ) | 346 | ||||||||||||||
Other Income
(Expense):
|
||||||||||||||||||||
Investment
income (loss)
|
29 | (29 | ) | 1 | (12 | ) | (11 | ) | ||||||||||||
Interest
expense
|
(111 | ) | (28 | ) | - | (55 | ) | (194 | ) | |||||||||||
Capitalized
interest
|
1 | 10 | - | 17 | 28 | |||||||||||||||
Total Other
Expense
|
(81 | ) | (47 | ) | 1 | (50 | ) | (177 | ) | |||||||||||
Income Before
Income Taxes
|
(70 | ) | 258 | 40 | (59 | ) | 169 | |||||||||||||
Income
taxes
|
(28 | ) | 103 | 16 | (37 | ) | 54 | |||||||||||||
Net Income
(Loss)
|
(42 | ) | 155 | 24 | (22 | ) | 115 | |||||||||||||
Less:
Noncontrolling interest income
|
- | - | - | (4 | ) | (4 | ) | |||||||||||||
Earnings
(Loss) Available To Parent
|
$ | (42 | ) | $ | 155 | $ | 24 | $ | (18 | ) | $ | 119 |
Ohio
|
||||||||||||||||||||
Energy
|
Competitive
|
Transitional
|
Other
and
|
|||||||||||||||||
Delivery
|
Energy
|
Generation
|
Reconciling
|
FirstEnergy
|
||||||||||||||||
First
Quarter 2008 Financial Results
|
Services
|
Services
|
Services
|
Adjustments
|
Consolidated
|
|||||||||||||||
(In
millions)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
External
|
||||||||||||||||||||
Electric
|
$ | 2,050 | $ | 289 | $ | 691 | $ | - | $ | 3,030 | ||||||||||
Other
|
162 | 40 | 16 | 29 | 247 | |||||||||||||||
Internal
|
- | 776 | - | (776 | ) | - | ||||||||||||||
Total
Revenues
|
2,212 | 1,105 | 707 | (747 | ) | 3,277 | ||||||||||||||
Expenses:
|
||||||||||||||||||||
Fuel
|
1 | 327 | - | - | 328 | |||||||||||||||
Purchased
power
|
982 | 206 | 588 | (776 | ) | 1,000 | ||||||||||||||
Other
operating expenses
|
445 | 309 | 77 | (32 | ) | 799 | ||||||||||||||
Provision for
depreciation
|
106 | 53 | - | 5 | 164 | |||||||||||||||
Amortization
of regulatory assets
|
249 | - | 9 | - | 258 | |||||||||||||||
Deferral of
new regulatory assets
|
(100 | ) | - | (5 | ) | - | (105 | ) | ||||||||||||
General
taxes
|
173 | 32 | 1 | 9 | 215 | |||||||||||||||
Total
Expenses
|
1,856 | 927 | 670 | (794 | ) | 2,659 | ||||||||||||||
Operating
Income
|
356 | 178 | 37 | 47 | 618 | |||||||||||||||
Other Income
(Expense):
|
||||||||||||||||||||
Investment
income
|
45 | (6 | ) | 1 | (23 | ) | 17 | |||||||||||||
Interest
expense
|
(103 | ) | (34 | ) | - | (42 | ) | (179 | ) | |||||||||||
Capitalized
interest
|
- | 7 | - | 1 | 8 | |||||||||||||||
Total Other
Expense
|
(58 | ) | (33 | ) | 1 | (64 | ) | (154 | ) | |||||||||||
Income Before
Income Taxes
|
298 | 145 | 38 | (17 | ) | 464 | ||||||||||||||
Income
taxes
|
119 | 58 | 15 | (5 | ) | 187 | ||||||||||||||
Net
Income
|
179 | 87 | 23 | (12 | ) | 277 | ||||||||||||||
Less:
Noncontrolling interest income
|
- | - | - | 1 | 1 | |||||||||||||||
Earnings
Available To Parent
|
$ | 179 | $ | 87 | $ | 23 | $ | (13 | ) | $ | 276 | |||||||||
Changes
Between First Quarter 2009 and
|
||||||||||||||||||||
First
Quarter 2008 Financial Results
|
||||||||||||||||||||
Increase
(Decrease)
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
External
|
||||||||||||||||||||
Electric
|
$ | (91 | ) | $ | (9 | ) | $ | 211 | $ | - | $ | 111 | ||||||||
Other
|
(12 | ) | 15 | (6 | ) | (51 | ) | (54 | ) | |||||||||||
Internal
|
- | 117 | - | (117 | ) | - | ||||||||||||||
Total
Revenues
|
(103 | ) | 123 | 205 | (168 | ) | 57 | |||||||||||||
Expenses:
|
||||||||||||||||||||
Fuel
|
(1 | ) | (15 | ) | - | - | (16 | ) | ||||||||||||
Purchased
power
|
(4 | ) | (46 | ) | 310 | (117 | ) | 143 | ||||||||||||
Other
operating expenses
|
35 | 46 | (59 | ) | 6 | 28 | ||||||||||||||
Provision for
depreciation
|
3 | 11 | - | (1 | ) | 13 | ||||||||||||||
Amortization
of regulatory assets
|
157 | - | (4 | ) | - | 153 | ||||||||||||||
Deferral of
new regulatory assets
|
57 | - | (45 | ) | - | 12 | ||||||||||||||
General
taxes
|
(5 | ) | - | 1 | - | (4 | ) | |||||||||||||
Total
Expenses
|
242 | (4 | ) | 203 | (112 | ) | 329 | |||||||||||||
Operating
Income
|
(345 | ) | 127 | 2 | (56 | ) | (272 | ) | ||||||||||||
Other Income
(Expense):
|
||||||||||||||||||||
Investment
income (loss)
|
(16 | ) | (23 | ) | - | 11 | (28 | ) | ||||||||||||
Interest
expense
|
(8 | ) | 6 | - | (13 | ) | (15 | ) | ||||||||||||
Capitalized
interest
|
1 | 3 | - | 16 | 20 | |||||||||||||||
Total Other
Income (Expense)
|
(23 | ) | (14 | ) | - | 14 | (23 | ) | ||||||||||||
Income Before
Income Taxes
|
(368 | ) | 113 | 2 | (42 | ) | (295 | ) | ||||||||||||
Income
taxes
|
(147 | ) | 45 | 1 | (32 | ) | (133 | ) | ||||||||||||
Net
Income
|
(221 | ) | 68 | 1 | (10 | ) | (162 | ) | ||||||||||||
Less:
Noncontrolling interest income
|
- | - | - | (5 | ) | (5 | ) | |||||||||||||
Earnings
Available To Parent
|
$ | (221 | ) | $ | 68 | $ | 1 | $ | (5 | ) | $ | (157 | ) |
Three
Months Ended
|
||||||||||
March
31
|
Increase
|
|||||||||
Revenues
by Type of Service
|
2009
|
2008
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Distribution
services
|
$
|
849
|
$
|
955
|
$
|
(106
|
)
|
|||
Generation
sales:
|
||||||||||
Retail
|
812
|
790
|
22
|
|||||||
Wholesale
|
188
|
219
|
(31
|
)
|
||||||
Total
generation sales
|
1,000
|
1,009
|
(9
|
)
|
||||||
Transmission
|
208
|
197
|
11
|
|||||||
Other
|
52
|
51
|
1
|
|||||||
Total
Revenues
|
$
|
2,109
|
$
|
2,212
|
$
|
(103
|
)
|
Electric
Distribution KWH Deliveries
|
|||
Residential
|
--
|
%
|
|
Commercial
|
(4.1
|
)
%
|
|
Industrial
|
(17.5
|
)
%
|
|
Total
Distribution KWH Deliveries
|
(6.7
|
)
%
|
Sources
of Change in Generation Revenues
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect
of 3.5% decrease in sales volumes
|
$
|
(27
|
)
|
|
Change
in prices
|
49
|
|||
22
|
||||
Wholesale:
|
||||
Effect
of 11.6% decrease in sales volumes
|
(25
|
)
|
||
Change
in prices
|
(6
|
)
|
||
(31
|
)
|
|||
Net Decrease
in Generation Revenues
|
$
|
(9
|
)
|
|
·
|
Purchased
power costs were $4
million lower in the
first three months of 2009 due to reduced volumes and an increase in the
amount of NUG costs deferred, partially offset by increased unit costs.
The increased unit costs reflected higher JCP&L costs resulting from
the BGS auction. 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
|
$
|
120
|
||
Change due to decreased
volumes
|
(103
|
)
|
||
17
|
||||
Purchases from
FES:
|
||||
Change due to decreased unit
costs
|
(9
|
)
|
||
Change due to increased
volumes
|
22
|
|||
13
|
||||
Increase in
NUG costs deferred
|
(34
|
)
|
||
Net Decrease
in Purchased Power Costs
|
$
|
(4
|
)
|
|
·
|
An increase in
other operating expenses of $34 million resulted from economic
development obligations, in accordance with the PUCO-approved ESP, and
energy efficiency obligations.
|
·
|
An increase in
employee benefit costs of $30
million and
organizational restructuring costs of $5 million were offset by
reductions in contractor costs of $19 million, transmission expense of
$11 million and materials and supplies costs of
$5 million.
|
|
·
|
An increase of
$157 million in amortization of regulatory assets in 2009 was due to
the ESP-related impairment of CEI’s regulatory assets ($216 million),
partially offset by the cessation of transition cost amortization for OE
and TE ($68 million).
|
|
·
|
The deferral
of new regulatory assets decreased by $57 million during the first
three months of 2009 primarily due to lower PJM transmission cost
deferrals ($25 million) and the cessation in 2009 of RCP distribution cost
deferrals by the Ohio Companies
($35 million).
|
·
|
Depreciation
expense increased $3 million due to property additions since the first
quarter of 2008.
|
·
|
General taxes
decreased $5 million primarily due to lower gross receipts taxes on
reduced revenues.
|
Three
Months Ended
|
||||||||||
March
31
|
Increase
|
|||||||||
Revenues
by Type of Service
|
2009
|
2008
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Non-Affiliated
Generation Sales:
|
||||||||||
Retail
|
$
|
91
|
$
|
160
|
$
|
(69
|
)
|
|||
Wholesale
|
189
|
129
|
60
|
|||||||
Total
Non-Affiliated Generation Sales
|
280
|
289
|
(9
|
)
|
||||||
Affiliated
Generation Sales
|
893
|
776
|
117
|
|||||||
Transmission
|
25
|
33
|
(8
|
)
|
||||||
Lease
Revenue
|
25
|
-
|
25
|
|||||||
Other
|
5
|
7
|
(2
|
)
|
||||||
Total
Revenues
|
$
|
1,228
|
$
|
1,105
|
$
|
123
|
Source
of Change in Non-Affiliated Generation Revenues
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect of 57.0% decrease in sales
volumes
|
$
|
(91
|
)
|
|
Change in prices
|
22
|
|||
(69
|
)
|
|||
Wholesale:
|
||||
Effect of 33.9% increase in sales
volumes
|
44
|
|||
Change in prices
|
16
|
|||
60
|
||||
Net Decrease
in Non-Affiliated Generation Revenues
|
$
|
(9
|
)
|
Source
of Change in Affiliated Generation Revenues
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Ohio
Companies:
|
||||
Effect of 24.6% decrease in sales
volumes
|
$
|
(142
|
)
|
|
Change in prices
|
246
|
|||
104
|
||||
Pennsylvania
Companies:
|
||||
Effect of 11.1% increase in sales
volumes
|
22
|
|||
Change in prices
|
(9
|
)
|
||
13
|
||||
Net Increase
in Affiliated Generation Revenues
|
$
|
117
|
|
·
|
Purchased
power costs decreased $46 million due primarily to lower unit costs
($15 million) and reduced volume requirements
($31 million).
|
·
|
Fossil fuel
costs decreased $15 million due to decreased generation volumes
($53 million) partially offset by higher unit prices
($38 million). The increased unit prices primarily reflect increased
fuel rates on existing coal contracts in the first quarter of
2009.
|
·
|
Fossil
operating costs decreased $4 million due to a $6 million decrease in
contractor costs as a result of reduced maintenance activities, partially
offset by organizational restructuring costs of
$2 million.
|
·
|
Other
operating expenses increased $27 million due primarily to increased
intersegment billings for leasehold costs from the Ohio
Companies.
|
·
|
Nuclear
operating costs increased $16 million due to higher expenses
associated with the 2009 Perry refueling outage than incurred with the
2008 Davis-Besse refueling outage.
|
|
·
|
Higher
depreciation expense of $11 million was due to property additions
since the first quarter of 2008.
|
·
|
Transmission
expense increased $7 million due to increased PJM
charges.
|
Three
Months Ended
|
||||||||||
March
31
|
||||||||||
Revenues
by Type of Service
|
2009
|
2008
|
Increase
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Generation
sales:
|
||||||||||
Retail
|
$
|
801
|
$
|
606
|
$
|
195
|
||||
Wholesale
|
-
|
3
|
(3
|
)
|
||||||
Total
generation sales
|
801
|
609
|
192
|
|||||||
Transmission
|
110
|
93
|
17
|
|||||||
Other
|
1
|
5
|
(4
|
)
|
||||||
Total
Revenues
|
$
|
912
|
$
|
707
|
$
|
205
|
Source
of Change in Retail Generation Revenues
|
Increase
|
|||
(In
millions)
|
||||
Effect of 5.0% increase in sales
volumes
|
$
|
30
|
||
Change in prices
|
165
|
|||
Total
Increase in Retail Generation Revenues
|
$
|
195
|
Source
of Change in Purchased Power
|
Increase
|
|||
(In
millions)
|
||||
Purchases:
|
||||
Change due to increased unit
costs
|
$
|
284
|
||
Change due to increased
volumes
|
26
|
|||
$
|
310
|
Borrower
|
|||
FirstEnergy
(1)
|
60.8
|
%
|
|
FES
|
57.3
|
%
|
|
OE
|
44.8
|
%
|
|
Penn
|
19.5
|
%
|
|
CEI
|
54.4
|
%
|
|
TE
|
44.6
|
%
|
|
JCP&L
|
36.3
|
%
|
|
Met-Ed
|
50.0
|
%
|
|
Penelec
|
52.0
|
%
|
Issuer
|
Securities
|
S&P
|
Moody’s
|
|||
FirstEnergy
|
Senior
unsecured
|
BBB-
|
Baa3
|
|||
FES
|
Senior
secured
|
BBB
|
Baa1
|
|||
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
secured
|
BBB+
|
Baa2
|
|||
Senior
unsecured
|
BBB
|
Baa3
|
||||
JCP&L
|
Senior
unsecured
|
BBB
|
Baa2
|
|||
Met-Ed
|
Senior
unsecured
|
BBB
|
Baa2
|
|||
Penelec
|
Senior
unsecured
|
BBB
|
Baa2
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
Operating
Cash Flows
|
2009
|
2008
|
|||||
(In
millions)
|
|||||||
Net
income
|
$
|
115
|
$
|
277
|
|||
Non-cash
charges
|
375
|
211
|
|||||
Working
capital and other
|
(28
|
)
|
(129
|
)
|
|||
$
|
462
|
$
|
359
|
Three
Months Ended
|
|||||||
March
31
|
|||||||
Securities
Issued or Redeemed
|
2009
|
2008
|
|||||
(In
millions)
|
|||||||
New
issues
|
|||||||
Pollution
control notes
|
$
|
100
|
$
|
-
|
|||
Unsecured
notes
|
600
|
-
|
|||||
$
|
700
|
$
|
-
|
||||
Redemptions
|
|||||||
Pollution
control notes
(1)
|
$
|
437
|
$
|
362
|
|||
Senior secured
notes
|
7
|
6
|
|||||
$
|
444
|
$
|
368
|
||||
Short-term
borrowings, net
|
$
|
-
|
$
|
746
|
|||
(1)
Includes the
mandatory purchase of certain auction rate PCRBs described
above.
|
Summary
of Cash Flows
|
Property
|
||||||||||||
Provided
from (Used for) Investing Activities
|
Additions
|
Investments
|
Other
|
Total
|
|||||||||
Sources
(Uses)
|
(In
millions)
|
||||||||||||
Three
Months Ended March 31, 2009
|
|||||||||||||
Energy
delivery services
|
$
|
(165
|
)
|
$
|
51
|
$
|
(14
|
)
|
$
|
(128
|
)
|
||
Competitive
energy services
|
(421
|
)
|
2
|
(19
|
)
|
(438
|
)
|
||||||
Other
|
(49
|
)
|
(20
|
)
|
1
|
(68
|
)
|
||||||
Inter-segment
reconciling items
|
(19
|
)
|
(25
|
)
|
-
|
(44
|
)
|
||||||
Total
|
$
|
(654
|
)
|
8
|
(32
|
)
|
(678
|
)
|
|||||
Three
Months Ended March 31, 2008
|
|||||||||||||
Energy
delivery services
|
$
|
(255
|
)
|
$
|
33
|
$
|
2
|
$
|
(220
|
)
|
|||
Competitive
energy services
|
(462
|
)
|
(3
|
)
|
(19
|
)
|
(484
|
)
|
|||||
Other
|
(12
|
)
|
68
|
-
|
56
|
||||||||
Inter-segment
reconciling items
|
18
|
(12
|
)
|
-
|
6
|
||||||||
Total
|
$
|
(711
|
)
|
$
|
86
|
$
|
(17
|
)
|
$
|
(642
|
)
|
Maximum
|
||||
Guarantees
and Other Assurances
|
Exposure
|
|||
(In
millions)
|
||||
FirstEnergy
Guarantees on Behalf of its Subsidiaries
|
||||
Energy and
Energy-Related Contracts
(1)
|
$
|
433
|
||
LOC (long-term
debt) – interest coverage
(2)
|
6
|
|||
Other
(3)
|
742
|
|||
1,181
|
||||
Subsidiaries’
Guarantees
|
||||
Energy and
Energy-Related Contracts
|
77
|
|||
LOC (long-term
debt) – interest coverage
(2)
|
9
|
|||
FES’ guarantee
of FGCO’s sale and leaseback obligations
|
2,552
|
|||
2,638
|
||||
Surety
Bonds
|
111
|
|||
LOC (long-term
debt) – interest coverage
(2)
|
2
|
|||
LOC (non-debt)
(4)(5)
|
570
|
|||
683
|
||||
Total
Guarantees and Other Assurances
|
$
|
4,502
|
|
(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
$1.6 billion is reflected in currently payable long-term 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
$145 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. A
$236 million LOC relating to the sale-leaseback of Beaver Valley
Unit 2 by OE expires in May 2009 and is expected to be
replaced by a $161 million
LOC.
|
Collateral
Provisions
|
FES
|
Utilities
|
Total
|
|||||||
(In
millions)
|
||||||||||
Credit rating
downgrade to
below
investment grade
|
$
|
315
|
$
|
170
|
$
|
485
|
||||
Acceleration
of payment or
funding
obligation
|
80
|
141
|
221
|
|||||||
Material
adverse event
|
50
|
5
|
55
|
|||||||
Total
|
$
|
445
|
$
|
316
|
$
|
761
|
Balance
Sheet Classification
|
Non-Hedge
|
Hedge
|
Total
|
|||||||
(In
millions)
|
||||||||||
Current-
|
||||||||||
Other
assets
|
$
|
1
|
$
|
23
|
$
|
24
|
||||
Other
liabilities
|
(1
|
)
|
(44
|
)
|
(45
|
)
|
||||
Non-Current-
|
||||||||||
Other deferred
charges
|
359
|
-
|
359
|
|||||||
Other
non-current liabilities
|
(816
|
)
|
(12
|
)
|
(828
|
)
|
||||
Net
liabilities
|
$
|
(457
|
)
|
$
|
(33
|
)
|
$
|
(490
|
)
|
Source
of Information
|
||||||||||||||||||||||
-
Fair Value by Contract Year
|
2009
(1)
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
Total
|
|||||||||||||||
(In
millions)
|
||||||||||||||||||||||
Prices
actively quoted
(2)
|
$
|
(17
|
)
|
$
|
(13
|
)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(30
|
)
|
|||||
Other external
sources
(3)
|
(296
|
)
|
(241
|
)
|
(195
|
)
|
(107
|
)
|
-
|
-
|
(839
|
)
|
||||||||||
Prices based
on models
|
-
|
-
|
-
|
-
|
44
|
339
|
383
|
|||||||||||||||
Total
(4)
|
$
|
(313
|
)
|
$
|
(254
|
)
|
$
|
(195
|
)
|
$
|
(107
|
)
|
$
|
44
|
$
|
339
|
$
|
(486
|
)
|
|
(4)
|
Includes
$457 million in non-hedge commodity derivative contracts (primarily
with NUGs), which are offset by a regulatory
asset.
|
March
31, 2009
|
December
31, 2008
|
||||||||||||||||||
Notional
|
Maturity
|
Fair
|
Notional
|
Maturity
|
Fair
|
||||||||||||||
Forward
Starting Swaps
|
Amount
|
Date
|
Value
|
Amount
|
Date
|
Value
|
|||||||||||||
(In
millions)
|
|||||||||||||||||||
Cash flow
hedges
|
$
|
100
|
2009
|
$
|
(2
|
)
|
100
|
2009
|
$
|
(2
|
)
|
||||||||
100
|
2010
|
(2
|
)
|
100
|
2010
|
(2
|
)
|
||||||||||||
-
|
2011
|
-
|
100
|
2011
|
1
|
||||||||||||||
$
|
200
|
$
|
(4
|
)
|
300
|
$
|
(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 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.
|
March
31,
|
December
31,
|
Increase
|
||||||||
Regulatory
Assets*
|
2009
|
2008
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
OE
|
$
|
545
|
$
|
575
|
$
|
(30
|
)
|
|||
CEI
|
618
|
784
|
(166
|
)
|
||||||
TE
|
96
|
109
|
(13
|
)
|
||||||
JCP&L
|
1,162
|
1,228
|
(66
|
)
|
||||||
Met-Ed
|
490
|
413
|
77
|
|||||||
ATSI
|
27
|
31
|
(4
|
)
|
||||||
Total
|
$
|
2,938
|
$
|
3,140
|
$
|
(202
|
)
|
*
|
Penelec had
net regulatory liabilities of approximately $49 million
and
$137 million as of March 31, 2009 and December 31, 2008,
respectively.
These net regulatory liabilities are included in Other
Non-current
Liabilities on the Consolidated Balance
Sheets.
|
·
|
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.
|
|
FSP
FAS 115-2 and FAS 124-2 - “Recognition and Presentation of
Other-Than-Temporary Impairments”
|
|
FSP
FAS 107-1 and APB 28-1 - “Interim Disclosures about Fair Value of
Financial Instruments”
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7,
2009
|
Three Months
Ended
|
||||||||||
March
31
|
Increase
|
|||||||||
Revenues
by Type of Service
|
2009
|
2008
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
Non-Affiliated
Generation Sales:
|
||||||||||
Retail
|
$
|
91
|
$
|
160
|
$
|
(69
|
)
|
|||
Wholesale
|
189
|
129
|
60
|
|||||||
Total
Non-Affiliated Generation Sales
|
280
|
289
|
(9
|
)
|
||||||
Affiliated
Generation Sales
|
893
|
776
|
117
|
|||||||
Transmission
|
25
|
33
|
(8
|
)
|
||||||
Other
|
28
|
1
|
27
|
|||||||
Total
Revenues
|
$
|
1,226
|
$
|
1,099
|
$
|
127
|
Increase
|
||||
Source
of Change in Non-Affiliated Generation Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Retail:
|
||||
Effect of 57.0% decrease in sales
volumes
|
$
|
(91
|
)
|
|
Change in prices
|
22
|
|||
(69
|
)
|
|||
Wholesale:
|
||||
Effect of 33.9% increase in sales
volumes
|
44
|
|||
Change in prices
|
16
|
|||
60
|
||||
Net Decrease
in Non-Affiliated Generation Revenues
|
$
|
(9
|
)
|
Increase
|
||||
Source
of Change in Affiliated Generation Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Ohio
Companies:
|
||||
Effect of 24.6% decrease in sales
volumes
|
$
|
(142
|
)
|
|
Change in prices
|
246
|
|||
104
|
||||
Pennsylvania
Companies:
|
||||
Effect of 11.1% increase in sales
volumes
|
22
|
|||
Change in prices
|
(9
|
)
|
||
13
|
||||
Net Increase
in Affiliated Generation Revenues
|
$
|
117
|
Source
of Change in Fuel and Purchased Power
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Fossil
Fuel:
|
||||
Change due to increased unit
costs
|
$
|
36
|
||
Change due to volume
consumed
|
(52
|
)
|
||
(16
|
)
|
|||
Nuclear
Fuel:
|
||||
Change due to increased unit
costs
|
1
|
|||
Change due to volume
consumed
|
-
|
|||
1
|
||||
Non-affiliated
Purchased Power:
|
||||
Change due to decreased unit
costs
|
(15
|
)
|
||
Change due to volume
purchased
|
(31
|
)
|
||
(46
|
)
|
|||
Affiliated
Purchased Power:
|
||||
Change due to increased unit
costs
|
40
|
|||
Change due to volume
purchased
|
(3
|
)
|
||
37
|
||||
Net Decrease
in Fuel and Purchased Power Costs
|
$
|
(24
|
)
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7,
2009
|
Retail
Generation KWH Sales
|
Increase
(Decrease)
|
|||
Residential
|
11.8
|
%
|
||
Commercial
|
17.3
|
%
|
||
Industrial
|
(8.2
|
)%
|
||
Net
Increase in Generation Sales
|
7.2
|
%
|
Retail
Generation Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
55
|
||
Commercial
|
41
|
|||
Industrial
|
18
|
|||
Increase
in Generation Revenues
|
$
|
114
|
Distribution KWH Deliveries | Decrease | |||
Residential
|
(1.0
|
)%
|
||
Commercial
|
(4.7
|
)%
|
||
Industrial
|
(22.9 |
)%
|
||
Decrease
in Distribution Deliveries
|
(9.2 |
)%
|
Distribution
Revenues
|
Decrease
|
|||
(In
millions)
|
||||
Residential
|
$
|
(8
|
)
|
|
Commercial
|
(22
|
)
|
||
Industrial
|
(23
|
)
|
||
Decrease
in Distribution Revenues
|
$
|
(53
|
)
|
Expenses
– Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$
|
130
|
||
Other
operating costs
|
17
|
|||
Amortization
of regulatory assets, net
|
(3
|
)
|
||
General
taxes
|
(1
|
)
|
||
Net
Increase in Expenses
|
$
|
143
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7,
2009
|
Retail
Generation KWH Sales
|
Increase
(Decrease)
|
|||
Residential
|
8.0
|
%
|
||
Commercial
|
12.5
|
%
|
||
Industrial
|
(9.8
|
)%
|
||
Net
Increase in Retail Generation Sales
|
1.4
|
%
|
Retail
Generation Revenues
|
Increase
(Decrease)
|
|||
(
in
millions)
|
||||
Residential
|
$
|
8
|
||
Commercial
|
12
|
|||
Industrial
|
(2
|
)
|
||
Net
Increase in Generation Revenues
|
$
|
18
|
Distribution
KWH Deliveries
|
Decrease
|
|||
Residential
|
(0.6
|
)%
|
||
Commercial
|
(5.1
|
)%
|
||
Industrial
|
(19.8
|
)%
|
||
Decrease
in Distribution Deliveries
|
(10.0
|
)%
|
Distribution
Revenues
|
Decrease
|
|||
(In
millions)
|
||||
Residential
|
$
|
(1
|
)
|
|
Commercial
|
(1
|
)
|
||
Industrial
|
(2
|
)
|
||
Decrease
in Distribution Revenues
|
$
|
(4
|
)
|
Expenses -
Changes
|
Increase
(Decrease)
|
|||
(in
millions)
|
||||
Purchased
power costs
|
$
|
117
|
||
Amortization
of regulatory assets
|
218
|
|||
Deferral of
new regulatory assets
|
(66
|
)
|
||
General
taxes
|
(2
|
)
|
||
Net
Increase in Expenses
|
$
|
267
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7,
2009
|
Increase
|
||||
Retail
KWH Sales
|
(Decrease)
|
|||
Residential
|
6.5
|
%
|
||
Commercial
|
39.3
|
%
|
||
Industrial
|
(11.5
|
)%
|
||
Net
Increase in Retail KWH Sales
|
3.9
|
%
|
Retail
Generation Revenues
|
Increase
|
|||
(In
millions
)
|
||||
Residential
|
$
|
16
|
||
Commercial
|
26
|
|||
Industrial
|
25
|
|||
Increase
in Retail Generation Revenues
|
$
|
67
|
Distribution
KWH Deliveries
|
Decrease
|
|||
Residential
|
(2.8
|
)%
|
||
Commercial
|
(10.0
|
)%
|
||
Industrial
|
(13.5
|
)%
|
||
Decrease
in Distribution Deliveries
|
(9.6
|
)%
|
Distribution
Revenues
|
Decrease
|
|||
(In
millions)
|
||||
Residential
|
$
|
(8
|
)
|
|
Commercial
|
(17
|
)
|
||
Industrial
|
(8
|
)
|
||
Decrease
in Distribution Revenues
|
$
|
(33
|
)
|
Expenses
– Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$
|
64
|
||
Provision for
depreciation
|
(1
|
)
|
||
Amortization
of regulatory assets, net
|
(6
|
)
|
||
Net
Increase in Expenses
|
$
|
57
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7,
2009
|
Retail
Generation KWH Sales
|
Increase
(Decrease)
|
|||
Residential
|
0.1
|
%
|
||
Commercial
|
(7.0
|
)%
|
||
Industrial
|
2.9
|
%
|
||
Net
Decrease in Generation Sales
|
(2.7
|
)%
|
Retail
Generation Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
30
|
||
Commercial
|
1
|
|||
Industrial
|
-
|
|||
Increase
in Generation Revenues
|
$
|
31
|
Increase
|
|||||
Distribution
KWH Deliveries
|
(Decrease)
|
||||
Residential
|
-
|
%
|
|||
Commercial
|
(2.4
|
)%
|
|||
Industrial
|
(11.4
|
)%
|
|||
Decrease
in Distribution Deliveries
|
(2.5
|
)%
|
Distribution
Revenues
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Residential
|
$
|
2
|
||
Commercial
|
(2
|
)
|
||
Industrial
|
(1
|
)
|
||
Net
Decrease in Distribution Revenues
|
$
|
(1
|
)
|
Expenses -
Changes
|
Increase
(Decrease)
|
||||
(In
millions)
|
|||||
Purchased
power costs
|
$
|
(15
|
)
|
||
Other
operating costs
|
7
|
||||
Provision for
depreciation
|
2
|
||||
Amortization
of regulatory assets
|
(5
|
)
|
|||
Net
Decrease in Expenses
|
$
|
(11
|
)
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7,
2009
|
Increase
|
||||
Retail
Generation KWH Sales
|
(Decrease)
|
|||
Residential
|
2.9
|
%
|
||
Commercial
|
(2.5
|
)%
|
||
Industrial
|
(12.9
|
)%
|
||
Net
Decrease in Retail Generation Sales
|
(2.9
|
)%
|
Increase
|
||||
Retail
Generation Revenues
|
(Decrease)
|
|||
(In
millions)
|
||||
Residential
|
$
|
2
|
||
Commercial
|
(1
|
)
|
||
Industrial
|
(6
|
)
|
||
Net
Decrease in Retail Generation Revenues
|
$
|
(5
|
)
|
Increase
|
||||
Distribution
KWH Deliveries
|
(Decrease)
|
|||
Residential
|
2.9
|
%
|
||
Commercial
|
(2.5
|
)%
|
||
Industrial
|
(12.9
|
)%
|
||
Net
Decrease in Distribution Deliveries
|
(2.9
|
)%
|
Distribution
Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
14
|
||
Commercial
|
5
|
|||
Industrial
|
3
|
|||
Increase
in Distribution Revenues
|
$
|
22
|
Expenses
– Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$
|
7
|
||
Other
operating costs
|
(1
|
)
|
||
Provision for
depreciation
|
1
|
|||
Deferral of
new regulatory assets
|
30
|
|||
Net
Increase in Expenses
|
$
|
37
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7,
2009
|
Retail
Generation KWH Sales
|
Increase
(Decrease)
|
|||
Residential
|
0.4
|
%
|
||
Commercial
|
(3.2
|
)
%
|
||
Industrial
|
(13.9
|
)
%
|
||
Net
Decrease in Retail Generation Sales
|
(4.9
|
)
%
|
Retail
Generation Revenues
|
Decrease
|
|||
(In
millions)
|
||||
Residential
|
$
|
-
|
||
Commercial
|
(2
|
)
|
||
Industrial
|
(6
|
)
|
||
Decrease
in Retail Generation Revenues
|
$
|
(8
|
)
|
Distribution
KWH Deliveries
|
Increase
(Decrease)
|
|||
Residential
|
0.4
|
%
|
||
Commercial
|
(3.2
|
)
%
|
||
Industrial
|
(12.0
|
)
%
|
||
Net
Decrease in Distribution Deliveries
|
(4.6
|
)
%
|
Distribution
Revenues
|
Increase
|
|||
(In
millions)
|
||||
Residential
|
$
|
4
|
||
Commercial
|
1
|
|||
Industrial
|
-
|
|||
Increase
in Distribution Revenues
|
$
|
5
|
Expenses
– Changes
|
Increase
(Decrease)
|
|||
(In
millions)
|
||||
Purchased
power costs
|
$
|
2
|
||
Other
operating costs
|
6
|
|||
Provision for
depreciation
|
2
|
|||
Deferral of
new regulatory assets
|
(4
|
)
|
||
General
taxes
|
(1
|
)
|
||
Net
Increase in Expenses
|
$
|
5
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7,
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.
|
March
31,
|
December
31,
|
Increase
|
||||||||
Regulatory
Assets*
|
2009
|
2008
|
(Decrease)
|
|||||||
(In
millions)
|
||||||||||
OE
|
$
|
545
|
$
|
575
|
$
|
(30
|
)
|
|||
CEI
|
618
|
784
|
(166
|
)
|
||||||
TE
|
96
|
109
|
(13
|
)
|
||||||
JCP&L
|
1,162
|
1,228
|
(66
|
)
|
||||||
Met-Ed
|
490
|
413
|
77
|
|||||||
ATSI
|
27
|
31
|
(4
|
)
|
||||||
Total
|
$
|
2,938
|
$
|
3,140
|
$
|
(202
|
)
|
*
|
Penelec had
net regulatory liabilities of approximately $49 million
and
$137 million as of March 31, 2009 and December 31, 2008,
respectively.
These net regulatory liabilities are included in Other
Non-current
Liabilities on the Consolidated Balance
Sheets.
|
·
|
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.
|
|
FSP
FAS 115-2 and FAS 124-2 - “Recognition and Presentation of
Other-Than-Temporary Impairments”
|
|
FSP
FAS 107-1 and APB 28-1 - “Interim Disclosures about Fair Value of
Financial Instruments”
|
Reconciliation
of Basic and Diluted
|
Three
Months Ended
March
31
|
||||||
Earnings
per Share of Common Stock
|
2009
|
2008
|
|||||
(In
millions, except
per
share amounts)
|
|||||||
Earnings
available to parent
|
$
|
119
|
$
|
276
|
|||
Average shares
of common stock outstanding – Basic
|
304
|
304
|
|||||
Assumed
exercise of dilutive stock options and awards
|
2
|
3
|
|||||
Average shares
of common stock outstanding – Diluted
|
306
|
307
|
|||||
Basic earnings
per share of common stock
|
$
|
0.39
|
$
|
0.91
|
|||
Diluted
earnings per share of common stock
|
$
|
0.39
|
$
|
0.90
|
Recurring
Fair Value Measures
|
|||||||||||||
as
of March 31, 2009
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|||||||||
(In
millions)
|
|||||||||||||
Assets:
|
|||||||||||||
Derivatives
|
$
|
-
|
$
|
43
|
$
|
-
|
$
|
43
|
|||||
Available-for-sale
securities
(1)
|
427
|
1,533
|
-
|
1,960
|
|||||||||
NUG
contracts
(2)
|
-
|
-
|
340
|
340
|
|||||||||
Other
investments
|
-
|
80
|
-
|
80
|
|||||||||
Total
|
$
|
427
|
$
|
1,656
|
$
|
340
|
$
|
2,423
|
|||||
Liabilities:
|
|||||||||||||
Derivatives
|
$
|
30
|
$
|
27
|
$
|
-
|
$
|
57
|
|||||
NUG
contracts
(2)
|
-
|
-
|
816
|
816
|
|||||||||
Total
|
$
|
30
|
$
|
27
|
$
|
816
|
$
|
873
|
(1)
|
Primarily
consists of investments in nuclear decommissioning trusts, the spent
nuclear fuel trusts and the NUG trusts.
Balance
excludes $3 million of receivables, payables and accrued
income.
|
(2)
|
NUG contracts
are completely offset by regulatory
assets.
|
Recurring
Fair Value Measures
|
|||||||||||||
as
of December 31, 2008
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|||||||||
(In
millions)
|
|||||||||||||
Assets:
|
|||||||||||||
Derivatives
|
$
|
-
|
$
|
40
|
$
|
-
|
$
|
40
|
|||||
Available-for-sale
securities
(1)
|
537
|
1,464
|
-
|
2,001
|
|||||||||
NUG
contracts
(2)
|
-
|
-
|
434
|
434
|
|||||||||
Other
investments
|
-
|
83
|
-
|
83
|
|||||||||
Total
|
$
|
537
|
$
|
1,587
|
$
|
434
|
$
|
2,558
|
|||||
Liabilities:
|
|||||||||||||
Derivatives
|
$
|
25
|
$
|
31
|
$
|
-
|
$
|
56
|
|||||
NUG
contracts
(2)
|
-
|
-
|
766
|
766
|
|||||||||
Total
|
$
|
25
|
$
|
31
|
$
|
766
|
$
|
822
|
|
(1)
|
Primarily
consists of investments in nuclear decommissioning trusts, the spent
nuclear fuel trusts and the NUG trusts.
Balance
excludes $5 million of receivables, payables and accrued
income.
|
Three
Months Ended
|
||||||||
March
31
|
||||||||
2009
|
2008
|
|||||||
Effective
Portion
|
(in
millions)
|
|||||||
Loss
Recognized in AOCL
|
$
|
(2
|
)
|
$
|
-
|
|||
Loss
Reclassified from AOCL into Interest Expense
|
(5
|
)
|
(4
|
)
|
||||
Ineffective
Portion
|
||||||||
Loss
Recognized in Interest Expense
|
-
|
(1
|
)
|
Derivative
Assets
|
Derivative
Liabilities
|
|||||||||||
Fair
Value
|
Fair
Value
|
|||||||||||
March
31,
|
December
31,
|
March
31,
|
December
31,
|
|||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||
Cash
Flow Hedges
|
(in
millions)
|
Cash
Flow Hedges
|
(in
millions)
|
|||||||||
Electricity
Forwards
|
Electricity
Forwards
|
|||||||||||
Current
Assets
|
$
|
23
|
$
|
11
|
Current
Liabilities
|
$
|
23
|
$
|
27
|
|||
Natural Gas
Futures
|
Natural Gas
Futures
|
|||||||||||
Current
Assets
|
-
|
-
|
Current
Liabilities
|
11
|
4
|
|||||||
Long-Term
Deferred Charges
|
-
|
-
|
Noncurrent
Liabilities
|
5
|
5
|
|||||||
Other
|
Other
|
|||||||||||
Current
Assets
|
-
|
-
|
Current Liabilities |
10
|
12
|
|||||||
Long-Term
Deferred Charges
|
-
|
-
|
Noncurrent Liabilities |
3
|
4
|
|||||||
$
|
23
|
$
|
11
|
$
|
52
|
$
|
52
|
Derivative
Assets
|
Derivative
Liabilities
|
|||||||||||
Fair
Value
|
Fair
Value
|
|||||||||||
March
31, 2009
|
December
31, 2008
|
March
31, 2009
|
December
31, 2008
|
|||||||||
Economic
Hedges
|
(in
millions)
|
Economic
Hedges
|
(in
millions)
|
|||||||||
NUG
Contracts
|
NUG
Contracts
|
|||||||||||
Power
Purchase
|
$
|
340
|
$
|
434
|
Power
Purchase
|
$
|
816
|
$
|
766
|
|||
Contract
Asset
|
Contract
Liability
|
|||||||||||
Other
|
Other
|
|||||||||||
Current
Assets
|
1
|
1
|
Current
Liabilities
|
1
|
1
|
|||||||
Long-Term
Deferred Charges
|
19
|
28
|
Noncurrent
Liabilities
|
-
|
-
|
|||||||
$
|
360
|
$
|
463
|
$
|
817
|
$
|
767
|
|||||
Total
Commodity Derivatives
|
$
|
383
|
$
|
474
|
Total
Commodity Derivatives
|
$
|
869
|
$
|
819
|
Purchases
|
Sales
|
Net
|
Units
|
|||||||||
(in
thousands)
|
||||||||||||
Electricity
Forwards
|
772
|
(1,735
|
)
|
(963
|
)
|
MWh
|
||||||
Heating Oil
Futures
|
20,496
|
(2,520
|
)
|
17,976
|
Gallons
|
|||||||
Natural Gas
Futures
|
4,850
|
-
|
4,850
|
mmBtu
|
Derivatives in Cash Flow Hedging
Relationships
|
Electricity
|
Natural
Gas
|
Heating
Oil
|
||||||||||
Forwards
|
Futures
|
Futures
|
Total
|
||||||||||
2009
|
(in
millions)
|
||||||||||||
Gain (Loss)
Recognized in AOCL (Effective Portion)
|
$
|
(2
|
)
|
$
|
(7
|
)
|
$
|
(1
|
)
|
$
|
(10
|
)
|
|
Effective Gain
(Loss) Reclassified to:
(1)
|
|||||||||||||
Purchased
Power Expense
|
(18
|
)
|
-
|
-
|
(18
|
)
|
|||||||
Fuel
Expense
|
-
|
-
|
(4
|
)
|
(4
|
)
|
|||||||
2008
|
|||||||||||||
Gain (Loss)
Recognized in AOCL (Effective Portion)
|
$
|
(14
|
)
|
$
|
3
|
$
|
-
|
$
|
(11
|
)
|
|||
Effective Gain
(Loss) Reclassified to:
(1)
|
|||||||||||||
Purchased
Power Expense
|
(17
|
)
|
-
|
-
|
(17
|
)
|
|||||||
Fuel
Expense
|
-
|
-
|
-
|
||||||||||
(1)
The ineffective portion was immaterial.
|
Derivatives Not in Hedging
Relationships
|
NUG
|
||||||||||
Contracts
|
Other
|
Total
|
|||||||||
2009
|
(in
millions)
|
||||||||||
Unrealized
Gain (Loss) Recognized in:
|
|||||||||||
Regulatory Assets
(1)
|
$
|
(227
|
)
|
$
|
-
|
$
|
(227
|
)
|
|||
Realized Gain
(Loss) Reclassified to:
|
|||||||||||
Fuel
Expense
(2)
|
$
|
-
|
$
|
(1
|
)
|
$
|
(1
|
)
|
|||
Regulatory Assets
(3)
|
(83
|
)
|
10
|
(73
|
)
|
||||||
$
|
(83
|
)
|
$
|
9
|
$
|
(74
|
)
|
||||
2008
|
|||||||||||
Unrealized
Gain (Loss) Recognized in:
|
|||||||||||
Regulatory Assets
(1)
|
$
|
320
|
$
|
-
|
$
|
320
|
|||||
Realized Gain
(Loss) Reclassified to:
|
|||||||||||
Regulatory
Assets
(3)
|
$
|
(64
|
)
|
$
|
11
|
$
|
(53
|
)
|
|||
(1)
|
Changes in the
fair value of NUG Contracts are deferred for future recovery from (or
refund to) customers.
|
||||||||||
(2)
|
The realized
gain (loss) is reclassified upon termination of the derivative
instrument
|
||||||||||
(3)
|
The above
market cost of NUG power is deferred for future recovery from (or refund
to)
customers.
|
Pension
Benefits
|
Other
Postretirement Benefits
|
||||||||||||
2009
|
2008
|
2009
|
2008
|
||||||||||
(In
millions)
|
|||||||||||||
Service
cost
|
$
|
22
|
$
|
22
|
$
|
5
|
$
|
5
|
|||||
Interest
cost
|
80
|
75
|
20
|
18
|
|||||||||
Expected
return on plan assets
|
(81
|
)
|
(116
|
)
|
(9
|
)
|
(13
|
)
|
|||||
Amortization
of prior service cost
|
3
|
3
|
(38
|
)
|
(37
|
)
|
|||||||
Recognized net
actuarial loss
|
42
|
2
|
16
|
12
|
|||||||||
Net periodic
cost (credit)
|
$
|
66
|
$
|
(14
|
)
|
$
|
(6
|
)
|
$
|
(15
|
)
|
Pension
Benefit Cost (Credit)
|
Other
Postretirement
Benefit
Cost (Credit)
|
||||||||||||
2009
|
2008
|
2009
|
2008
|
||||||||||
(In
millions)
|
|||||||||||||
FES
|
$
|
18
|
$
|
5
|
$
|
(1
|
)
|
$
|
(2
|
)
|
|||
OE
|
7
|
(6
|
)
|
(2
|
)
|
(2
|
)
|
||||||
CEI
|
5
|
(1
|
)
|
1
|
1
|
||||||||
TE
|
2
|
(1
|
)
|
1
|
1
|
||||||||
JCP&L
|
9
|
(3
|
)
|
(1
|
)
|
(4
|
)
|
||||||
Met-Ed
|
6
|
(2
|
)
|
(1
|
)
|
(3
|
)
|
||||||
Penelec
|
4
|
(3
|
)
|
-
|
(3
|
)
|
|||||||
Other
FirstEnergy subsidiaries
|
15
|
(3
|
)
|
(3
|
)
|
(3
|
)
|
||||||
$
|
66
|
$
|
(14
|
)
|
$
|
(6
|
)
|
$
|
(15
|
)
|
Maximum
Exposure
|
Discounted
Lease Payments, net
(1)
|
Net
Exposure
|
|||||||
(In
millions)
|
|||||||||
FES
|
$
|
1,373
|
$
|
1,202
|
$
|
171
|
|||
OE
|
759
|
587
|
172
|
||||||
CEI
|
740
|
73
|
667
|
||||||
TE
|
740
|
419
|
321
|
|
(1)
The
net present value of FirstEnergy’s consolidated sale and leaseback
operating
lease commitments is $1.7 billion
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2009
|
2008
|
||||||
(In
millions)
|
|||||||
JCP&L
|
$
|
19
|
$
|
19
|
|||
Met-Ed
|
15
|
16
|
|||||
Penelec
|
9
|
8
|
|||||
$
|
43
|
$
|
43
|
(B)
|
ENVIRONMENTAL
MATTERS
|
·
|
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.
|
|
FSP
FAS 115-2 and FAS 124-2 - “Recognition and Presentation of
Other-Than-Temporary Impairments”
|
|
FSP
FAS 107-1 and APB 28-1 - “Interim Disclosures about Fair Value of
Financial Instruments”
|
Segment
Financial Information
|
||||||||||||||||||||||||
Ohio
|
||||||||||||||||||||||||
Energy
|
Competitive
|
Transitional
|
||||||||||||||||||||||
Delivery
|
Energy
|
Generation
|
Reconciling
|
|||||||||||||||||||||
Three
Months Ended
|
Services
|
Services
|
Services
|
Other
|
Adjustments
|
Consolidated
|
||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
March 31, 2009
|
||||||||||||||||||||||||
External
revenues
|
$ | 2,109 | $ | 335 | $ | 912 | $ | 7 | $ | (29 | ) | $ | 3,334 | |||||||||||
Internal
revenues
|
- | 893 | - | - | (893 | ) | - | |||||||||||||||||
Total
revenues
|
2,109 | 1,228 | 912 | 7 | (922 | ) | 3,334 | |||||||||||||||||
Depreciation
and amortization
|
472 | 64 | (45 | ) | 1 | 3 | 495 | |||||||||||||||||
Investment
income (loss), net
|
29 | (29 | ) | 1 | - | (12 | ) | (11 | ) | |||||||||||||||
Net interest
charges
|
110 | 18 | - | 1 | 37 | 166 | ||||||||||||||||||
Income
taxes
|
(28 | ) | 103 | 16 | (17 | ) | (20 | ) | 54 | |||||||||||||||
Net income
(loss)
|
(42 | ) | 155 | 24 | 17 | (39 | ) | 115 | ||||||||||||||||
Total
assets
|
22,669 | 9,925 | 336 | 632 | (5 | ) | 33,557 | |||||||||||||||||
Total
goodwill
|
5,550 | 24 | - | - | - | 5,574 | ||||||||||||||||||
Property
additions
|
165 | 421 | - | 49 | 19 | 654 | ||||||||||||||||||
March 31, 2008
|
||||||||||||||||||||||||
External
revenues
|
$ | 2,212 | $ | 329 | $ | 707 | $ | 40 | $ | (11 | ) | $ | 3,277 | |||||||||||
Internal
revenues
|
- | 776 | - | - | (776 | ) | - | |||||||||||||||||
Total
revenues
|
2,212 | 1,105 | 707 | 40 | (787 | ) | 3,277 | |||||||||||||||||
Depreciation
and amortization
|
255 | 53 | 4 | - | 5 | 317 | ||||||||||||||||||
Investment
income (loss), net
|
45 | (6 | ) | 1 | - | (23 | ) | 17 | ||||||||||||||||
Net interest
charges
|
103 | 27 | - | - | 41 | 171 | ||||||||||||||||||
Income
taxes
|
119 | 58 | 15 | 14 | (19 | ) | 187 | |||||||||||||||||
Net
income
|
179 | 87 | 23 | 22 | (34 | ) | 277 | |||||||||||||||||
Total
assets
|
23,211 | 8,108 | 257 | 281 | 558 | 32,415 | ||||||||||||||||||
Total
goodwill
|
5,582 | 24 | - | - | - | 5,606 | ||||||||||||||||||
Property
additions
|
255 | 462 | - | 12 | (18 | ) | 711 |
FIRSTENERGY
SOLUTIONS CORP.
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENTS OF INCOME
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
For
the Three Months Ended March 31, 2009
|
FES
|
FGCO
|
NGC
|
Eliminations
|
Consolidated
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
REVENUES
|
$ | 1,201,895 | $ | 545,926 | $ | 395,628 | $ | (917,343 | ) | $ | 1,226,106 | |||||||||
EXPENSES:
|
||||||||||||||||||||
Fuel
|
2,095 | 274,847 | 29,216 | - | 306,158 | |||||||||||||||
Purchased
power from non-affiliates
|
160,342 | - | - | - | 160,342 | |||||||||||||||
Purchased
power from affiliates
|
915,261 | 2,082 | 63,207 | (917,343 | ) | 63,207 | ||||||||||||||
Other
operating expenses
|
38,267 | 104,443 | 152,456 | 12,190 | 307,356 | |||||||||||||||
Provision for
depreciation
|
1,019 | 30,020 | 31,649 | (1,315 | ) | 61,373 | ||||||||||||||
General
taxes
|
4,706 | 12,626 | 6,044 | - | 23,376 | |||||||||||||||
Total
expenses
|
1,121,690 | 424,018 | 282,572 | (906,468 | ) | 921,812 | ||||||||||||||
OPERATING
INCOME
|
80,205 | 121,908 | 113,056 | (10,875 | ) | 304,294 | ||||||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||||||
Miscellaneous
income (expense), including
|
||||||||||||||||||||
net income
from equity investees
|
120,513 | (47 | ) | (29,637 | ) | (117,192 | ) | (26,363 | ) | |||||||||||
Interest
expense to affiliates
|
(34 | ) | (1,758 | ) | (1,187 | ) | - | (2,979 | ) | |||||||||||
Interest
expense - other
|
(2,520 | ) | (21,058 | ) | (15,168 | ) | 16,219 | (22,527 | ) | |||||||||||
Capitalized
interest
|
51 | 7,750 | 2,277 | - | 10,078 | |||||||||||||||
Total other
income (expense)
|
118,010 | (15,113 | ) | (43,715 | ) | (100,973 | ) | (41,791 | ) | |||||||||||
INCOME
BEFORE INCOME TAXES
|
198,215 | 106,795 | 69,341 | (111,848 | ) | 262,503 | ||||||||||||||
INCOME
TAXES
|
27,534 | 39,142 | 22,929 | 2,217 | 91,822 | |||||||||||||||
NET
INCOME
|
$ | 170,681 | $ | 67,653 | $ | 46,412 | $ | (114,065 | ) | $ | 170,681 |
FIRSTENERGY
SOLUTIONS CORP.
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENTS OF INCOME
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
For
the Three Months Ended March 31, 2008
|
FES
|
FGCO
|
NGC
|
Eliminations
|
Consolidated
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
REVENUES
|
$ | 1,099,848 | $ | 567,701 | $ | 325,684 | $ | (894,117 | ) | $ | 1,099,116 | |||||||||
EXPENSES:
|
||||||||||||||||||||
Fuel
|
2,138 | 291,239 | 28,312 | - | 321,689 | |||||||||||||||
Purchased
power from non-affiliates
|
206,724 | - | - | - | 206,724 | |||||||||||||||
Purchased
power from affiliates
|
891,979 | 2,138 | 25,485 | (894,117 | ) | 25,485 | ||||||||||||||
Other
operating expenses
|
37,596 | 107,167 | 139,595 | 12,188 | 296,546 | |||||||||||||||
Provision for
depreciation
|
307 | 26,599 | 24,194 | (1,358 | ) | 49,742 | ||||||||||||||
General
taxes
|
5,415 | 11,570 | 6,212 | - | 23,197 | |||||||||||||||
Total
expenses
|
1,144,159 | 438,713 | 223,798 | (883,287 | ) | 923,383 | ||||||||||||||
OPERATING
INCOME (LOSS)
|
(44,311 | ) | 128,988 | 101,886 | (10,830 | ) | 175,733 | |||||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||||||
Miscellaneous
income (expense), including
|
||||||||||||||||||||
net income
from equity investees
|
121,725 | (1,208 | ) | (6,537 | ) | (116,884 | ) | (2,904 | ) | |||||||||||
Interest
expense to affiliates
|
(82 | ) | (5,289 | ) | (1,839 | ) | - | (7,210 | ) | |||||||||||
Interest
expense - other
|
(3,978 | ) | (25,968 | ) | (11,018 | ) | 16,429 | (24,535 | ) | |||||||||||
Capitalized
interest
|
21 | 6,228 | 414 | - | 6,663 | |||||||||||||||
Total other
income (expense)
|
117,686 | (26,237 | ) | (18,980 | ) | (100,455 | ) | (27,986 | ) | |||||||||||
INCOME
BEFORE INCOME TAXES
|
73,375 | 102,751 | 82,906 | (111,285 | ) | 147,747 | ||||||||||||||
INCOME
TAXES (BENEFIT)
|
(16,609 | ) | 39,285 | 32,764 | 2,323 | 57,763 | ||||||||||||||
NET
INCOME
|
$ | 89,984 | $ | 63,466 | $ | 50,142 | $ | (113,608 | ) | $ | 89,984 |
Period
|
||||||||||
January
|
February
|
March
|
First
Quarter
|
|||||||
Total Number
of Shares Purchased
(a)
|
23,535
|
20,090
|
887,792
|
931,417
|
||||||
Average Price
Paid per Share
|
$50.09
|
$46.20
|
$41.34
|
$41.67
|
||||||
Total Number
of Shares Purchased
|
||||||||||
As Part of Publicly Announced
Plans
|
||||||||||
or Programs
|
-
|
-
|
-
|
-
|
||||||
Maximum Number
(or Approximate Dollar
|
||||||||||
Value) of Shares that May Yet
Be
|
||||||||||
Purchased Under the Plans or
Programs
|
-
|
-
|
-
|
-
|
(a)
|
Share amounts
reflect purchases on the open market to satisfy FirstEnergy's obligations
to deliver common stock under its 2007 Incentive Compensation Plan,
Deferred Compensation Plan for Outside Directors, Executive Deferred
Compensation Plan, Savings Plan and Stock Investment Plan. In addition,
such amounts reflect shares tendered by employees to pay the exercise
price or withholding taxes upon exercise of stock options granted under
the 2007 Incentive Compensation Plan and the Executive Deferred
Compensation Plan, and shares purchased as part of publicly announced
plans.
|
Exhibit
Number
|
|||||
FirstEnergy
|
|||||
10.1
|
Form of
Director Indemnification Agreement
|
||||
10.2
|
Form of
Management Director Indemnification Agreement
|
||||
12
|
Fixed charge
ratios
|
||||
15
|
Letter from
independent registered public accounting firm
|
||||
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-14(a)
|
||||
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-14(a)
|
||||
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. Section 1350
|
||||
101*
|
The following
materials from the Quarterly Report on Form 10-Q of FirstEnergy Corp. for
the three months ended March 31, 2009, formatted in XBRL (eXtensible
Business Reporting Language): (i) Consolidated Statements of Income and
Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated
Statements of Cash Flows, (iv) related notes to these financial statements
tagged as blocks of text and (v) document and entity
information.
|
||||
FES
|
|||||
4.1
|
Open-End
Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June
19, 2008, of FirstEnergy Generation Corp. to The Bank of New York Trust
Company, N.A., as Trustee
|
||||
4.1(a)
|
First
Supplemental Indenture dated as of June 25, 2008 providing among other
things for First Mortgage Bonds, Guarantee Series A of 2008 due 2009 and
First Mortgage Bonds, Guarantee Series B of 2008 due
2009
|
||||
4.1(b)
|
Second
Supplemental Indenture dated as of March 1, 2009 providing among other
things for First Mortgage Bonds, Guarantee Series A of 2009 due 2014 and
First Mortgage Bonds, Guarantee Series B of 2009 due
2023
|
||||
4.1(c)
|
Third
Supplemental Indenture dated as of March 31, 2009 providing among other
things for First Mortgage Bonds, Collateral Series A of 2009 due
2011
|
||||
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-14(a)
|
||||
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-14(a)
|
||||
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. Section 1350
|
||||
OE
|
|||||
12
|
Fixed charge
ratios
|
||||
15
|
Letter from
independent registered public accounting firm
|
||||
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-14(a)
|
||||
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-14(a)
|
||||
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. Section 1350
|
||||
CEI
|
|||||
12
|
Fixed charge
ratios
|
||||
15
|
Letter from
independent registered public accounting firm
|
||||
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-14(a)
|
||||
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-14(a)
|
||||
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. Section 1350
|
||||
TE
|
|||||
4.1
|
First
Supplemental Indenture, dated as of April 24, 2009, between the Toledo
Edison Company and The Bank of New York Mellon Trust Company, N.A., as
trustee to the Indenture dated as of November 1, 2006 (incorporated by
reference to April 24, 2009 Form 8-K, Exhibit 4.1)
|
||||
4.2
|
Officer’s
Certificate (including the Form of the 7.25% Senior Secured Notes due
2020), dated April 24, 2009 (incorporated by reference to April 24, 2009
Form 8-K, Exhibit 4.2)
|
||||
4.3
|
Fifty-sixth
Supplemental Indenture, dated as of April 23, 2009, between The Toledo
Edison Company and JPMorgan Chase Bank, N.A., as trustee, to the Indenture
of Mortgage and Deed of Trust dated as of April 1, 1947 (incorporated by
reference to April 24, 2009 Form 8-K, Exhibit 4.3)
|
||||
4.4
|
Fifty-seventh
Supplemental Indenture, dated as of April 24, 2009, between the Toledo
Edison Company and The Bank of New York Mellon Trust Company, N.A., as
successor trustee, to the Indenture of Mortgage and Deed of Trust dated as
of April 1, 1947 (incorporated by reference to April 24, 2009 Form 8-K,
Exhibit 4.4)
|
||||
4.5
|
Form of First
Mortgage Bonds, 7.25% Series of 2009 Due 2020 (incorporated by reference
to April 24, 2009 Form 8-K, Exhibit 4.5)
|
||||
12
|
Fixed charge
ratios
|
||||
15
|
Letter from
independent registered public accounting firm
|
||||
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-14(a)
|
||||
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-14(a)
|
||||
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. Section 1350
|
||||
JCP&L
|
|||||
12
|
Fixed charge
ratios
|
||||
15
|
Letter from
independent registered public accounting firm
|
||||
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-14(a)
|
||||
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-14(a)
|
||||
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. Section
1350
|
Met-Ed
|
||
12
|
Fixed charge
ratios
|
|
15
|
Letter from
independent registered public accounting firm
|
|
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-14(a)
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-14(a)
|
|
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. Section 1350
|
|
Penelec
|
||
12
|
Fixed charge
ratios
|
|
15
|
Letter from
independent registered public accounting firm
|
|
31.1
|
Certification
of chief executive officer, as adopted pursuant to Rule
13a-14(a)
|
|
31.2
|
Certification
of chief financial officer, as adopted pursuant to Rule
13a-14(a)
|
|
32
|
Certification
of chief executive officer and chief financial officer, pursuant to 18
U.S.C. Section 1350
|
FIRSTENERGY
CORP
.
|
|
Registrant
|
|
FIRSTENERGY SOLUTIONS
CORP.
|
|
Registrant
|
|
OHIO EDISON COMPANY
|
|
Registrant
|
|
THE
CLEVELAND ELECTRIC
|
|
ILLUMINATING COMPANY
|
|
Registrant
|
|
THE TOLEDO EDISON
COMPANY
|
|
Registrant
|
|
METROPOLITAN EDISON
COMPANY
|
|
Registrant
|
|
PENNSYLVANIA ELECTRIC
COMPANY
|
|
Registrant
|
/s/ Harvey
L. Wagner
|
|
Harvey L.
Wagner
|
|
Vice
President, Controller
|
|
and Chief
Accounting Officer
|
JERSEY CENTRAL POWER & LIGHT
COMPANY
|
|
Registrant
|
|
/s/ Paulette
R. Chatman
|
|
Paulette R.
Chatman
|
|
Controller
|
|
(Principal
Accounting Officer)
|
Page
|
|||
GRANTING CLAUSE FIRST |
1
|
||
GRANTING CLAUSE SECOND |
|
2
|
|
GRANTING CLAUSE THIRD |
|
2
|
|
GRANTING CLAUSE FOURTH |
|
2
|
|
EXCEPTED PROPERTY |
|
2
|
|
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION |
7
|
||
Section
1.01
|
General Definitions
|
|
7
|
“Accountant”
|
|
7
|
|
“Act”
|
|
7
|
|
“Adjusted Net Earnings”
|
|
7
|
|
“Affiliate”
|
|
8
|
|
“Annual Interest Requirements”
|
|
8
|
|
“Applicable Procedures”
|
|
8
|
|
“Appraiser”
|
|
8
|
|
“Appraiser’s Certificate”
|
|
8
|
|
“Authenticating Agent”
|
|
8
|
|
“Authorized Executive Officer”
|
|
8
|
|
“Authorized Publication”
|
|
9
|
|
“Authorized Purposes”
|
|
9
|
|
“Board of Directors”
|
|
9
|
|
“Board Resolution”
|
|
9
|
|
“Bonded”
|
|
9
|
|
“Bond Register” and “Bond Registrar”
|
9
|
||
“Bonds”
|
|
9
|
|
“Business Day”
|
|
9
|
|
“Class “A” Bonds”
|
|
9
|
|
“Class “A” Mortgage”
|
|
9
|
|
“Commission”
|
|
10
|
|
“Company”
|
|
10
|
|
“Company Order” or “Company Request”
|
10
|
||
“Corporate Trust Office”
|
|
10
|
|
“Corporation”
|
|
10
|
|
“Cost”
|
|
10
|
|
“Customary Exceptions”
|
|
10
|
|
“Date of execution and delivery of this Indenture”
|
10
|
||
“Defaulted Interest”
|
|
10
|
|
“Depository”
|
|
10
|
|
“Discount Bond”
|
|
11
|
|
“Dollar” or “$”
|
|
11
|
|
“Eligible Obligations”
|
|
11
|
|
“Engineer”
|
|
11
|
|
“Engineer’s Certificate”
|
|
11
|
“Event of Default”
|
|
11
|
||
“Excepted Property”
|
|
11
|
||
“Expiration Date”
|
|
11
|
||
“Fair Value”
|
|
11
|
||
“Funded Cash”
|
|
12
|
||
“Generally Accepted Accounting Principles”
|
|
12
|
||
“Global Bond”
|
|
12
|
||
“Governmental Authority”
|
|
12
|
||
“Government Obligations”
|
|
12
|
||
“Holder”
|
|
13
|
||
“Indenture”
|
|
13
|
||
“Independent”
|
|
13
|
||
“Independent Engineer’s Certificate”
|
|
13
|
||
“Interest Payment Date”
|
|
13
|
||
“Investment Securities”
|
|
13
|
||
“Lien”
|
|
14
|
||
“Matured Event of Default”
|
|
14
|
||
“Maturity”
|
|
14
|
||
“Mortgaged Property”
|
|
14
|
||
“Net Earnings Certificate”
|
|
14
|
||
“Notice of Default”
|
|
14
|
||
“Officer’s Certificate”
|
|
14
|
||
“Opinion of Counsel”
|
|
14
|
||
“Outstanding”
|
|
14
|
||
“Paying Agent”
|
|
16
|
||
“Periodic Offering”
|
|
16
|
||
“Permitted Liens”
|
|
16
|
||
“Person”
|
|
18
|
||
“Place of Payment”
|
|
18
|
||
“Pledged Bonds”
|
|
18
|
||
“Predecessor Bond”
|
|
19
|
||
“Prepaid Lien”
|
|
19
|
||
“Primary Purposes of the Company’s Business”
|
|
19
|
||
“Prior Lien”
|
|
19
|
||
“Property Additions”
|
|
19
|
||
“Purchase Money Lien”
|
|
19
|
||
“Redemption Date”
|
|
20
|
||
“Redemption Price”
|
|
20
|
||
“Regular Record Date”
|
|
20
|
||
“Required Currency”
|
|
20
|
||
“
Responsible Officer”
|
|
20
|
||
“Retired Bonds”
|
|
20
|
||
“Special Record Date”
|
|
20
|
||
“Stated Interest Rate”
|
|
20
|
||
“Stated Maturity”
|
|
20
|
||
“Successor Corporation”
|
|
21
|
||
“Tranche”
|
|
21
|
||
“Trust Indenture Act”
|
|
21
|
||
“Trustee”
|
|
21
|
||
“Unbonded”
|
|
21
|
||
“United States”
|
|
21
|
||
Section
1.02
|
Bonded; Funded Cash |
21
|
||
Section
1.03
|
Net Earnings Certificate; Adjusted Net Earnings; Annual Interest Requirements |
22
|
||
Section
1.04
|
Property Additions; Cost |
25
|
||
Section
1.05
|
Compliance Certificates and Opinions |
28
|
||
Section
1.06
|
Content and Form of Documents Delivered to Trustee |
28
|
||
Section
1.07
|
Acts of Holders |
31
|
||
Section
1.08
|
Notices, Etc. to Trustee and Company |
34
|
||
Section
1.09
|
Notice to Holders of Bonds; Waiver |
34
|
||
Section
1.10
|
Conflict with Trust Indenture Act |
35
|
||
Section
1.11
|
Effect of Headings and Table of Contents |
35
|
||
Section
1.12
|
Successors and Assigns |
35
|
||
Sectino
1.13
|
Separability Clause |
35
|
||
Section
1.14
|
Benefits of Indenture |
35
|
||
Section
1.15
|
Governing Law |
36
|
||
Section
1.16
|
Legal Holidays |
36
|
||
Section
1.17
|
Investment of Cash Held by Trustee |
36
|
||
Section
1.18
|
Approval of Signers |
37
|
||
Section
1.19
|
No Adverse Interpretation of Other Agreements |
37
|
||
Section
1.20
|
Language of Notices, Etc |
37
|
||
Section
1.21
|
Security Agreement; Fixture Filing |
37
|
||
ARTICLE II BOND FORMS |
|
37
|
||
Section
2.01
|
Forms Generally |
37
|
||
Section
2.02
|
Form of Trustee’s Certificate of Authentication |
38
|
||
Section
2.03
|
Form of Legend for Global Bonds |
38
|
||
ARTICLE III THE BONDS |
|
39
|
||
Section
3.01
|
Amount of Bonds Unlimited; Issuable in Series |
39
|
||
Section
3.02
|
Denominations |
43
|
||
Section
3.03
|
Execution, Dating, Certificate of Authentication |
43
|
||
Section
3.04
|
Temporary Bonds |
44
|
||
Section
3.05
|
Registration, Registration of Transfer and Exchange |
44
|
||
Section
3.06
|
Mutilated, Destroyed, Lost and Wrongfully Taken Bonds |
46
|
||
Section
3.07
|
Payment of Interest; Interest Rights Preserved |
47
|
||
Section
3.08
|
Persons Deemed Owners |
48
|
||
Section
3.09
|
Cancellation by Bond Registrar |
49
|
||
Section
3.10
|
Computation of Interest |
49
|
||
Section
3.11
|
Payment to Be in Proper Currency |
49
|
||
Section
3.12
|
CUSIP Numbers |
49
|
||
ARTICLE IV ISSUANCE OF BONDS |
|
50
|
||
Section
4.01
|
General |
50
|
||
Section
4.02
|
Issuance of Bonds on the Basis of Pledged Bonds |
53
|
||
Section
4.03
|
Issuance of Bonds on the Basis of Property Additions |
54
|
||
Section
4.04
|
Issuance of Bonds on the Basis of Retired Bonds |
57
|
||
Section
4.05
|
Issuance of Bonds upon Deposit of Cash with Trustee |
58
|
||
ARTICLE V REDEMPTION OF BONDS |
59
|
|||
Section
5.01
|
Applicability of Article |
59
|
||
Section
5.02
|
Election to Redeem; Notice to Trustee |
59
|
||
Section
5.03
|
Selection of Bonds to Be Redeemed |
59
|
||
Section
5.04
|
Notice of Redemption |
60
|
||
Section
5.05
|
Bonds Payable on Redemption Date |
61
|
||
Section
5.06
|
Bonds Redeemed in Part |
61
|
||
ARTICLE VI REPRESENTATIONS AND COVENANTS |
|
62
|
||
Section
6.01
|
Payment of Bonds; Lawful Possession; Maintenance of Lien |
62
|
||
Section
6.02
|
Maintenance of Office or Agency |
62
|
||
Section
6.03
|
Money for Bond Payments to Be Held in Trust |
63
|
||
Section
6.04
|
Corporate Existence |
64
|
||
Section
6.05
|
Maintenance of Properties |
65
|
||
Section
6.06
|
Payment of Taxes; Discharge of Liens |
65
|
||
Section
6.07
|
Insurance |
66
|
||
Section
6.08
|
Recording, Filing, Etc. |
68
|
||
Section
6.09
|
Waiver of Certain Covenants |
69
|
||
Section
6.10
|
Statement as to Compliance |
70
|
||
Section
6.11
|
Use of Trust Moneys and Advances by Trustee |
70
|
||
Section
6.12
|
Limited Issuance of Class “A” Bonds |
70
|
||
ARTICLE VII PLEDGED BONDS: ADDITIONAL CLASS “A” MORTGAGES; DISCHARGE OF CLASS “A” MORTGAGE |
70
|
|||
Section
7.01
|
Registration and Ownership of Pledged Bonds |
70
|
||
Section
7.02
|
Payments on Pledged Bonds |
71
|
||
Section
7.03
|
Surrender of Pledged Bonds |
71
|
||
Section
7.04
|
No Transfer of Pledged Bonds |
71
|
||
Section
7.05
|
Voting of Pledged Bonds |
72
|
||
Section
7.06
|
Designation of Class “A” Mortgages |
72
|
||
Section
7.07
|
Discharge of Class “A” Mortgages |
74
|
||
ARTICLE VIII POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY |
|
78
|
||
Section
8.01
|
Quiet Enjoyment |
78
|
||
Section
8.02
|
Dispositions without Release |
78
|
||
Section
8.03
|
Release of Mortgaged Property if Bonding Ratio Test Satisfied |
79
|
||
Section
8.04
|
Release of Limited Amount of Mortgaged Property |
80
|
||
Section
8.05
|
Release of Mortgaged Property Not Subject to a Class “A” Mortgage |
81
|
||
Section
8.06
|
Withdrawal or Other Application of Funded Cash |
83
|
||
Section
8.07
|
Release of Property Taken by Eminent Domain, etc. |
85
|
||
Section
8.08
|
Alternative Release Provision |
85
|
||
Section
8.09
|
Disclaimer or Quitclaim |
86
|
||
Section
8.10
|
Miscellaneous |
86
|
||
ARTICLE IX SATISFACTION AND DISCHARGE |
|
87
|
||
Section
9.01
|
Satisfaction and Discharge of Bonds |
87
|
||
Section
9.02
|
Satisfaction and Discharge of Indenture |
89
|
||
Section
9.03
|
Application of Trust Money |
89
|
||
ARTICLE X EVENTS OF DEFAULT; REMEDIES |
|
90
|
||
Section
10.01
|
Events of Default |
90
|
||
Section
10.02
|
Acceleration of Maturity; Rescission and Annulment |
91
|
||
Section
10.03
|
Entry Upon Mortgaged Property |
92
|
||
Section
10.04
|
Power of Sale; Suits for Enforcement |
92
|
||
Section
10.05
|
Incidents of Sale |
93
|
||
Section
10.06
|
Collection of Indebtedness and Suits for Enforcement by Trustee |
94
|
||
Section
10.07
|
Application of Money Collected |
95
|
||
Section
10.08
|
Receiver |
95
|
||
Section
10.09
|
Trustee May File Proofs of Claim |
96
|
||
Section
10.10
|
Trustee May Enforce Claims Without Possession of Bonds |
96
|
||
Section
10.11
|
Limitation on Suits |
97
|
||
Section
10.12
|
Unconditional Right of Holders to Receive Principal, Premium and Interest |
97
|
||
Section
10.13
|
Restoration of Rights and Remedies |
97
|
||
Section
10.14
|
Rights and Remedies Cumulative |
98
|
||
Section
10.15
|
Delay or Omission Not Waiver |
98
|
||
Section
10.16
|
Control by Holders of Bonds |
98
|
||
Section
10.17
|
Waiver of Past Defaults |
98
|
||
Section
10.18
|
Undertaking for Costs |
99
|
||
Section
10.19
|
Waiver of Appraisement and Other Laws |
99
|
||
Section
10.20
|
Defaults under Class “A” Mortgages |
100
|
||
ARTICLE XI THE TRUSTEE |
|
100
|
||
Section
11.01
|
Certain Duties and Responsibilities |
100
|
||
Section
11.02
|
Notice of Defaults |
100
|
||
Section
11.03
|
Certain Rights of Trustee |
101
|
||
Section
11.04
|
Not Responsible for Recitals or Issuance of Bonds |
102
|
||
Section
11.05
|
May Hold Bonds |
102
|
||
Section
11.06
|
Money Held in Trust |
102
|
||
Section
11.07
|
Compensation and Reimbursement |
102
|
||
Section
11.08
|
Disqualification; Conflicting Interests |
103
|
||
Section
11.09
|
Corporate Trustee Required; Eligibility |
103
|
||
Section
11.10
|
Resignation and Removal; Appointment of Successor |
104
|
||
Section
11.11
|
Acceptance of Appointment by Successor |
105
|
||
Section
11.12
|
Merger, Conversion, Consolidation or Succession to Business |
106
|
||
Section
11.13
|
Preferential Collection of Claims Against Company |
106
|
||
Section
11.14
|
Co-trustees and Separate Trustees |
106
|
||
Section
11.15
|
Appointment of Authenticating Agent |
108
|
||
ARTICLE XII LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY |
|
109
|
||
Section
12.01
|
Lists of Holders; Preservation of Information |
109
|
||
Section
12.02
|
Reports by Trustee and Company |
110
|
||
ARTICLE XIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE |
|
110
|
||
Section
13.01
|
Company May Consolidate, etc., Only on Certain Terms |
110
|
||
Section
13.02
|
Successor Corporation Substituted |
112
|
||
Section
13.03
|
Extent of Lien Hereof on Property of Successor Corporation |
112
|
||
Section
13.04
|
Release of Company upon Conveyance or Other Transfer |
112
|
||
Section
13.05
|
Merger into Company; Extent of Lien Hereof |
113
|
||
ARTICLE XIV SUPPLEMENTAL INDENTURES |
|
113
|
||
Section
14.01
|
Supplemental Indentures Without Consent of Holders |
113
|
||
Section
14.02
|
Supplemental Indentures With Consent of Holders |
115
|
||
Section
14.03
|
Execution of Supplemental Indentures |
117
|
||
Section
14.04
|
Effect of Supplemental Indentures |
117
|
||
Section
14.05
|
Conformity With Trust Indenture Act |
117
|
||
Section
14.06
|
Reference in Bonds to Supplemental Indentures |
117
|
||
ARTICLE XV MEETINGS OF HOLDERS; ACTION WITHOUT MEETING |
|
117
|
||
Section
15.01
|
Purposes for Which Meetings May be Called |
117
|
||
Section
15.02
|
Call, Notice and Place of Meetings |
118
|
||
Section
15.03
|
Persons Entitled to Vote at Meetings; Record Date |
118
|
||
Section
15.04
|
Quorum; Action |
119
|
||
Section
15.05
|
Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings |
120
|
||
Section
15.06
|
Counting Votes and Recording Action of Meetings |
121
|
||
Section
15.07
|
Action Without Meeting |
121
|
||
ARTICLE XVI IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, AND DIRECTORS |
121
|
|||
Section
16.01
|
Liability Solely Corporate |
121
|
||
Exhibit A | Property Description (Real Property) |
A-1
|
||
Exhibit B | Property Description (Licenses, Permits, Etc.) |
B-1
|
||
Exhibit C | Bruce Mansfield Sale Leaseback Property |
C-1
|
||
Schedule I | Recording Information |
S-1
|
|
(a)
|
with respect
to Bonds denominated in Dollars, Government Obligations;
or
|
|
(b)
|
with respect
to Bonds denominated in a currency other than Dollars or in a composite
currency, such other obligations or instruments as shall be specified with
respect to such Bonds, as contemplated by
Section 3.01.
|
FIRSTENERGY
GENERATION CORP.
|
|||
By:
|
|||
James F.
Pearson
|
|||
Vice President
and Treasurer
|
|||
THE BANK OF
NEW YORK TRUST
COMPANY, N.A..
as Trustee
|
|||
By:
|
|||
Biagio S.
Impala
|
|||
Vice
President
|
________________,
Notary Public
|
|
Commission
Expires ______________
|
|
________________,
Notary Public
|
|
Commission
Expires ______________
|
|
THE BANK OF
NEW YORK TRUST
COMPANY,
N.A.
|
|
By:
|
|
Biagio S.
Impala
|
|
Vice
President
|
Plant
|
Jurisdiction/Filing
Office
|
Recording
Information
|
Date
filed
|
Ashtabula
Plant
|
Ashtabula
County - Office of the County
Recorder
of Ashtabula County, Ohio
|
||
Bay
Shore Plant
|
Lucas
County - Office of the County
Recorder
of Lucas County, Ohio
|
||
Bruce
Mansfield
Plant
|
Beaver
County - Office of the County
Recorder
of Beaver County, Pennsylvania
|
||
Burger
Plant
|
Belmont
County - Office of the County
Recorder
of Belmont County, Ohio
|
||
Eastlake
Plant
|
Lake
County - Office of the County Recorder
of
Lake County, Ohio
|
||
Edgewater
Plant and
West
Lorain Plant
|
Lorain
County - Office of the County
Recorder
of Lorain County, Ohio
|
||
Fremont
Plant
|
Sandusky
County - Office of the County
Recorder
of Sandusky County, Ohio
|
||
Lake
Shore Plant
|
Cuyahoga
County - Office of the County
Recorder
of Cuyahoga County, Ohio
|
||
Mad
River Plant
|
Clark
County - Office of the County Recorder
of
Clark County, Ohio
|
||
Richland
Plant
|
Defiance
County - Office of the County
Recorder
of Defiance County, Ohio
|
||
Sammis
Plant
|
Jefferson
County - Office of the County
Recorder
of Jefferson County, Ohio
|
||
Seneca
Plant
|
Warren
County - Office of the County
Recorder
of Warren County, Pennsylvania
|
||
Stryker
Plant
|
Williams
County - Office of the County
Recorder
of Williams County, Ohio
|
FIRSTENERGY
GENERATION CORP.
|
|||
By:
|
/s/ James F.
Pearson
|
||
James F.
Pearson
|
|||
Vice President
and Treasurer
|
|||
THE BANK OF
NEW YORK TRUST COMPANY, N.A. as Trustee
|
|||
By:
|
/s/ Biagio S.
Impala
|
||
Biagio S.
Impala
|
|||
Vice
President
|
/s/ Michele A.
Buchtel______________________________________________
|
|
____________________,
Notary Public
|
|
Commission
Expires August 28, 2011
|
|
[Seal]
|
/s/ Susan
Demaske_________________________________________________
|
|
________________,
Notary Public
|
|
Commission
Expires ______________
|
|
[Seal]
|
THE BANK OF
NEW YORK TRUST
COMPANY,
N.A.
|
|
By:
|
/s/ Biagio S.
Impala________________________________________
|
Biagio
S. Impala
|
|
Vice
President
|
FIRSTENERGY
GENERATION CORP.
|
|||
By:
|
/s/ James F.
Pearson
|
||
James F.
Pearson
|
|||
Vice President
and Treasurer
|
|||
THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A. as Trustee
|
|||
By:
|
/s/ Biagio S.
Impala
|
||
Biagio S.
Impala
|
|||
Vice
President
|
/s/
Kathleen Anne Grant__________________________________
|
|
Kathleen Anne
Grant, Notary Public
|
|
Commission
Expires November 8, 2009
|
|
/s/
Susan Demaske___________________________________
|
|
________________,
Notary Public
|
|
Commission
Expires ______________
|
|
[Seal]
|
THE BANK OF
NEW YORK MELLON TRUST
COMPANY,
N.A.
|
|
By:
|
/s/
Biagio S. Impala________________________________
|
Biagio S.
Impala
|
|
Vice
President
|
Schedule
1
Filing Offices For the Original
Indenture
|
|||
Plant
|
Jurisdiction/Filing
Office
|
Recording
Information
|
Date
filed
|
Ashtabula
Plant
|
Ashtabula
County - Office of the County Recorder of Ashtabula County,
Ohio
|
Instrument No.
200800007364
Volume 436
Page 1732
|
06/27/2008
|
Bay Shore
Plant
|
Lucas County -
Office of the County Recorder of Lucas County, Ohio
|
Instrument
No.
20080627-0032756
|
06/27/2008
|
Bruce
Mansfield Plant
|
Beaver County
- Office of the County Recorder of Beaver County,
Pennsylvania
|
Instrument
No.
3326465
|
06/27/2008
|
Burger
Plant
|
Belmont County
- Office of the County Recorder of Belmont County, Ohio
|
Instrument No.
200800004786
Volume 0157
Page 172
|
06/27/2008
|
Eastlake
Plant
|
Lake County -
Office of the County Recorder of Lake County, Ohio
|
Instrument
No.
2008R018408
|
06/27/2008
|
Edgewater
Plant and West Lorain Plant
|
Lorain County
- Office of the County Recorder of Lorain County, Ohio
|
Instrument
No.
2008-0259135
|
06/27/2008
|
Fremont
Plant
|
Sandusky
County - Office of the County Recorder of Sandusky County,
Ohio
|
Instrument
No.
200800004585
Official
Record Book 66 Page 708
|
06/27/2008
|
Lake Shore
Plant
|
Cuyahoga
County - Office of the County Recorder of Cuyahoga County,
Ohio
|
Instrument
No.
200806270329
|
06/27/2008
|
Mad River
Plant
|
Clark County -
Office of the County Recorder of Clark County, Ohio
|
Instrument
No.
200800010888
Official
Record Volume 1852 Page 1946
Instrument No.
200800011009
Official
Record Volume 1853 Page 18
|
06/27/2008
06/30/2008
(Re-recorded)
|
Richland
Plant
|
Defiance
County - Office of the County Recorder of Defiance County,
Ohio
|
Instrument
No.
200800003811
Official
Record Book 327 Page 482
|
06/27/2008
|
Sammis
Plant
|
Jefferson
County - Office of the County Recorder of Jefferson County,
Ohio
|
Instrument No.
232633
Official
Record Volume 851 Page 344
|
06/27/2008
|
Seneca
Plant
|
Warren County
- Office of the County Recorder of Warren County,
Pennsylvania
|
Instrument No.
2008-2962
|
06/27/2008
|
Stryker
Plant
|
Williams
County - Office of the County Recorder of Williams County,
Ohio
|
Instrument
No.
200800082091
Official
Record Book 0240 Page 0516
|
06/27/2008
|
FIRSTENERGY
GENERATION CORP.
|
|||
By:
|
_________________________________ | ||
James F.
Pearson
|
|||
Vice President
and Treasurer
|
|||
THE BANK OF
NEW YORK MELLON
TRUST COMPANY,
N.A. as Trustee
|
|||
By:
|
_________________________________ | ||
Biagio S.
Impala
|
|||
Vice
President
|
__________________________________________ | |
________________,
Notary Public
|
|
Commission Expires ______________
|
|
THE BANK OF
NEW YORK MELLON TRUST
COMPANY,
N.A.
|
|
By:
|
________________________________ |
Biagio S.
Impala
|
|
Vice
President
|
Schedule
1
Filing Offices For the Original
Indenture
|
|||
Plant
|
Jurisdiction/Filing
Office
|
Recording
Information
|
Date
filed
|
Ashtabula
Plant
|
Ashtabula
County - Office of the County Recorder of Ashtabula County,
Ohio
|
Instrument No.
200800007364
Volume 436
Page 1732
|
06/27/2008
|
Bay Shore
Plant
|
Lucas County -
Office of the County Recorder of Lucas County, Ohio
|
Instrument
No.
20080627-0032756
|
06/27/2008
|
Bruce
Mansfield Plant
|
Beaver County
- Office of the County Recorder of Beaver County,
Pennsylvania
|
Instrument
No.
3326465
|
06/27/2008
|
Burger
Plant
|
Belmont County
- Office of the County Recorder of Belmont County, Ohio
|
Instrument No.
200800004786
Volume 0157
Page 172
|
06/27/2008
|
Eastlake
Plant
|
Lake County -
Office of the County Recorder of Lake County, Ohio
|
Instrument
No.
2008R018408
|
06/27/2008
|
Edgewater
Plant and West Lorain Plant
|
Lorain County
- Office of the County Recorder of Lorain County, Ohio
|
Instrument
No.
2008-0259135
|
06/27/2008
|
Fremont
Plant
|
Sandusky
County - Office of the County Recorder of Sandusky County,
Ohio
|
Instrument
No.
200800004585
Official
Record Book 66 Page 708
|
06/27/2008
|
Lake Shore
Plant
|
Cuyahoga
County - Office of the County Recorder of Cuyahoga County,
Ohio
|
Instrument
No.
200806270329
|
06/27/2008
|
Mad River
Plant
|
Clark County -
Office of the County Recorder of Clark County, Ohio
|
Instrument
No.
200800010888
Official
Record Volume 1852 Page 1946
Instrument No.
200800011009
Official
Record Volume 1853 Page 18
|
06/27/2008
06/30/2008
(Re-recorded)
|
Richland
Plant
|
Defiance
County - Office of the County Recorder of Defiance County,
Ohio
|
Instrument
No.
200800003811
Official
Record Book 327 Page 482
|
06/27/2008
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Sammis
Plant
|
Jefferson
County - Office of the County Recorder of Jefferson County,
Ohio
|
Instrument No.
232633
Official
Record Volume 851 Page 344
|
06/27/2008
|
Seneca
Plant
|
Warren County
- Office of the County Recorder of Warren County,
Pennsylvania
|
Instrument No.
2008-2962
|
06/27/2008
|
Stryker
Plant
|
Williams
County - Office of the County Recorder of Williams County,
Ohio
|
Instrument
No.
200800082091
Official
Record Book 0240 Page 0516
|
06/27/2008
|
|
PricewaterhouseCoopers
LLP
|
|
PricewaterhouseCoopers
LLP
|
|
PricewaterhouseCoopers
LLP
|
|
PricewaterhouseCoopers
LLP
|
|
PricewaterhouseCoopers
LLP
|
|
PricewaterhouseCoopers
LLP
|
|
PricewaterhouseCoopers
LLP
|
1.
|
I have
reviewed this report on Form 10-Q of FirstEnergy Corp.;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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-Q of FirstEnergy Solutions
Corp.;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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-Q of Ohio Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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-Q of The Cleveland Electric Illuminating
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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-Q of The Toledo Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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-Q of Jersey Central Power & Light
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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 M.
Lynch
|
|
Donald M.
Lynch
|
|
Chief
Executive Officer
|
1.
|
I have
reviewed this report on Form 10-Q of Metropolitan Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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-Q of Pennsylvania Electric
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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-Q of FirstEnergy Corp.;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-Q of FirstEnergy Solutions
Corp.;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-Q of Ohio Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-Q of The Cleveland Electric Illuminating
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-Q of The Toledo Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-Q of Jersey Central Power & Light
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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-Q of Metropolitan Edison
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
1.
|
I have
reviewed this report on Form 10-Q of Pennsylvania Electric
Company;
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
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/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
/s/ Anthony J.
Alexander
|
|
Anthony J.
Alexander
|
|
Chief
Executive Officer
|
|
/s/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
/s/ Donald R.
Schneider
|
|
Donald R.
Schneider
|
|
President
|
|
(Chief
Executive Officer)
|
|
/s/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
|
/s/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
|
/s/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
|
/s/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
/s/ Donald M.
Lynch
|
|
Donald M.
Lynch
|
|
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/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|
/s/ Richard R.
Grigg
|
|
Richard R.
Grigg
|
|
President
|
|
(Chief
Executive Officer)
|
|
/s/ Mark T.
Clark
|
|
Mark T.
Clark
|
|
Chief
Financial Officer
|
|