SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2002
Filed pursuant to the Public Utility Holding Company Act of 1935
by
FirstEnergy Corp. (File No. 333-21011)
76 South Main Street, Akron, Ohio 44308
FIRSTENERGY CORP.
FORM U5S
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------
TABLE OF CONTENTS
-----------------
Item
No. Title Page
---- ------------------------------------------------------- ------
1. System Companies and Investments Therein 1-11
2. Acquisitions or Sales of Utility Assets 12
3. Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 13
4. Acquisition, Redemption or Retirement of
System Securities 14-24
5. Investments in Securities of Nonsystem Companies 25-27
6. Officers and Directors 28-55
7. Contributions and Public Relations 56
8. Service, Sales and Construction Contracts 57-58
9. Wholesale Generators and Foreign Utility Companies 59-73
10. Financial Statements and Exhibits:
Consolidating Financial Statements of
FirstEnergy Corp. for 2002, as amended 74-110
-----------------------------------------
Exhibits 111-184
--------
Signature Page 185
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002
Number of
Common % of Issuer Owner's
Name of Company Shares Owned Voting Power Book Value Book Value
--------------------------------------------------------------- ------------ ------------ ---------- ----------
(In thousands dollar)
FirstEnergy Corp. (FirstEnergy): (9)
Unsecured debt (23) - - $2,079,706 $2,079,706
American Transmission Systems, Incorporated (ATSI) (1) (10) 1 100.00% 288,344 288,344
Unsecured debt (23) - - 43,486 43,486
Centerior Service Company * (1) 750 100.00%
FE Acquisition Corp. * (1) 65 100.00%
Mid-Atlantic Energy Development Co. * 1,900 100.00%
FE Holdings, L.L.C.* (1)
FELHC, Inc. (FELHC) (1) (15) 1 100.00% 42 42
FirstEnergy Facilities Services Group, LLC (FEFSG) (1) (12) 66 100.00% 268,289 268,289
Anacoma, Inc. (11) 104 100.00% 4,183 4,183
Colonial Mechanical Corporation (11) 81,132 100.00% 45,708 45,708
Dunbar Mechanical, Inc. (11) 277 100.00% 19,401 19,401
Edwards Electrical & Mechanical, Inc. (11) 435 100.00% 61,263 61,263
Elliott-Lewis Corporation (11) 100 100.00% 59,748 59,748
A.A. Duckett, Inc. (11) 1,000 100.00%
E-L Enterprises, Inc. (12) 1,000 100.00%
Modern Air Conditioning, Inc. (11) 49,950 100.00%
Airdex Air Conditioning Corporation (11) 100 100.00%
R.L. Anderson, Inc. (11) 9,800 100.00%
Sautter Crane Rental, Inc. (11) 100 100.00%
L.H. Cranston and Sons, Inc. (11) 1,000 100.00% 16,574 16,574
Roth Bros., Inc. (11) 792 100.00% 29,137 29,137
R.P.C. Mechanical, Inc. (11) 100 100.00% 14,051 14,051
Spectrum Controls Systems, Inc. (11) 35 100.00% 936 936
The Hattenbach Company (11) 531 100.00% 4,776 4,776
Webb Technologies, Inc. (11) 939 100.00% 16,302 16,302
FirstEnergy Nuclear Operating Company (FENOC) (1) 1 100.00% (46,536) (46,536)
Unsecured debt (23) - - 1,648 1,648
* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.
1
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002 (Continued)
Number of
Common % of Issuer Owner's
Name of Company Shares Owned Voting Power Book Value Book Value
--------------------------------------------------------------- ------------ ------------ ---------- ----------
(In thousands dollar)
FirstEnergy Properties, Inc. (FE Properties) (1) (19) 400 100.00% 32,437 32,437
Unsecured debt (23) - - 24,534 24,534
BSG Properties, Inc. * 10 100.00%
FirstEnergy Securities Transfer Company (FirstEnergy
Transfer) (1) (18) 1 100.00%
FirstEnergy Service Company (FECO) (1) (16) 1 100.00% (81,153) (81,153)
FirstEnergy Solutions Corp. (FES) (1) (11) 8 100.00% (142,596) (142,596)
FirstEnergy Engineering, Incorporated (1) (11) 100.00%
FirstEnergy Generation Corp. (GenCo) (13) 1 100.00% (20,591) (20,591)
FirstEnergy Ventures Corp. (FirstEnergy Ventures) (1) (12) 102 100.00% 115,914 115,914
Unsecured debt (23) - - 21,664 21,664
Advanced Technologies Development Corp. (15) 1 100.00%
Bay Shore Power Company (11) 1 100.00% 67,440 67,440
Centerior Communications Holdings, Inc. (12) 10 100.00%
Fiber Venture Equity, Inc. * (15) 10 100.00%
Centerior Energy Services, Inc. (11) 100 100.00%
Centerior Power Enterprises, Inc. * 10 100.00%
Eastroc Technologies, LLC * (2) (11) - 50.00%** 46 46
Engineered Processes, Ltd. * (2) (11) - 50.00%**
FirstEnergy Telecommunications Corp. (15) 1 100.00%
Warrenton River Terminal, Ltd. (11) 100.00% 2,904 2,904
GPU Advanced Resources, Inc. (GPUAR) (1) (11) 100 100.00% 12,825 12,825
Unsecured debt (23) - - 13,527 13,527
GPU Capital, Inc. (GPU Capital) (1) (14) 100 100.00% 184,222 184,222
GPU Electric, Inc. (GPU Electric) 100 100.00% 191,469 191,469
EI UK Holdings, Inc. (14) 100 100.00% (13,813) (13,813)
Aquila Sterling Holdings LLC (14) (17)
50.00%*** 63,813 63,813
* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.
*** EI UK Holdings, Inc. owns 50% voting (20.1% economic) interest in Aquila Sterling Holding LLC.
2
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):
Number of
Common % of Issuer Owner's
Name of Company Shares Owned Voting Power Book Value Book Value
--------------------------------------------------------------- ------------ ------------ ---------- ----------
(In thousands dollar)
GPU Argentina Holdings, Inc. (14) 100 100.00% (35,466) (35,466)
GPU Australia Holdings, Inc. (14) 100 100.00% 315,443 315,443
Austran Holdings, Inc. (14) 100 100.00% 66,533 66,533
Austran Investments Pty Ltd. (14) 100.00%
GPU International Australia Pty Ltd. (14) 10,000,000 100.00% 791 791
GPU Diversified Holdings LLC (GPUDH) (1) (11) 100 100.00% 26,639 26,639
GPU Distributed Power, Inc. (11) 10 100.00%
GPU EnerTech Holdings, Inc. (11) 100 100.00% 2,742 2,742
EnviroTech Investment Fund I LP (2) (26) - 9.89%** 2,298 2,298
GPU Solar, Inc. (11) 50 50.00% 267 267
GPU Nuclear, Inc. (GPUN) (1) (16) 2,500 100.00% 50 50
Private Fuel Storage LLC (2) 10.10%**
GPU Power, Inc. (GPU Power) (1) (13) 100 100.00% 87,860 87,860
Barranquilla Lease Holding, Inc. (13) 100 100.00% 45,691 45,691
Los Amigos Leasing Company, Ltd. (13) 12,000 100.00% (782) (782)
EI Barranquilla, Inc. (13) 100 100.00% 59,708 59,708
Termobarranquilla, S.A. (TEBSA) (13) 420,592 28.67% 1,266 1,266
EI Canada Holding Limited (13) 100 100.00% (177) (177)
EI Brooklyn Power Limited (13) 100 100.00%
EI Brooklyn Investments Limited (13) 1 100.00%
EI Services Canada Limited (13) 100 100.00%
EI International (13) 100 100.00% 1,381 1,381
GPUI Colombia, Ltda. (13) 100 100.00% 1,866 1,866
GPU Power Philippines, Inc. (13) 100 100.00%
Magellan Utilities Development Corporation (13) 17,264 40.00%
Guaracachi America, Inc. (13) 100 100.00% 54,657 54,657
Empresa Guaracachi S.A. (13) 1,679,184 50.00% 88,382 88,382
International Power Advisors, Inc. (13) 100 100.00% 3,962 3,962
* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.
3
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):
Number of
Common % of Issuer Owner's
Name of Company Shares Owned Voting Power Book Value Book Value
--------------------------------------------------------------- ------------ ------------ ---------- ----------
(In thousands dollar)
GPU Service, Inc. (GPUS) (1) (16) 5,000 100.00% (225,527) (225,527)
GPU Telcom Services, Inc. (GPU Telcom) (1) (15) 100 100.00% (21,005) (21,005)
Jersey Central Power & Light Company (JCP&L) (1) (10) 15,371,270 100.00% 3,274,069 3,274,069
Unsecured debt (23) - - 77,385 77,385
JCP&L Preferred Capital, Inc. (18) 100 100.00% 16,851 16,851
JCP&L Capital L.P. (18) - (7) 100.00% 3,872 3,872
JCP&L Transition Funding, LLC (18) 100 100.00% 1,608 1,608
Saxton Nuclear Experimental Corporation * (4) 44.00%
MARBEL Energy Corporation (MARBEL) (1) (3) (20) 991 100.00% 145,997 145,997
Marbel HoldCo, Inc. (12) (22) 100 100.00% 147,343 147,343
Great Lakes Energy Partners, LLC (Great Lakes) (2) (22) 50.00%** 159,324 159,324
Northeast Ohio Natural Gas Corp. (21) 100 100.00% 3,184 3,184
Metropolitan Edison Company (Met-Ed) (1) (3) (10) 859,500 100.00% 1,315,586 1,315,586
Met-Ed Preferred Capital II, Inc. (18) 100 100.00% 2,642 2,642
Met-Ed Capital II, L.P. (18) - (7) 100.00% 2,885 2,885
Met-Ed Capital Trust (18) - (7) 100.00% (209) (209)
Saxton Nuclear Experimental Corporation * (4) 32.00%
York Haven Power Company (10) 500 100.00% 23,956 23,956
MYR Group Inc. (MYR) (1) (27) 100 100.00% 158,780 158,780
ComTel Technology, Inc. 50,000 100.00% (1,181) (1,181)
D.W.Close Company, Inc. 26,450 100.00% 1,625 1,625
Great Southwestern Construction, Inc. 50,000 100.00% 10,805 10,805
Harlan Electric Company 100 100.00% 68,705 68,705
Power Piping Company 9,900 100.00%
Sturgeon Electric Company, Inc. 100 100.00%
Hawkeye Construction, Inc. 550 100.00% 3,896 3,896
MYRcom, Inc. 100 100.00% (2,706) (2,706)
MYRpower, Inc. 100 100.00% 2,848 2,848
The L. E. Myers Company 1,000 100.00% 60,975 60,975
* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.
4
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):
Number of
Common % of Issuer Owner's
Name of Company Shares Owned Voting Power Book Value Book Value
--------------------------------------------------------------- ------------ ------------ ---------- ----------
(In thousands dollar)
Ohio Edison Company (OE) (1) (10) 100 100.00% 2,840,361 2,840,361
Unsecured debt (23) - - 436,512 436,512
OES Capital, Incorporated (18) 200 100.00% 62,721 62,721
Unsecured debt (23) - - 520 520
OES Finance, Incorporated (18) 140 100.00% 15,737 15,737
OES Nuclear, Incorporated (18) 1 100.00% 6,516 6,516
OES Ventures, Incorporated (12) 110 100.00% 13,119 13,119
PNBV Capital Trust (2) (28) - 49.00%** 12,170 12,170
Ohio Edison Financing Trust (18) 148,454 100.00%
Ohio Edison Financing Trust II * (18)
Ohio Valley Electric Corporation (OVEC) (2) (8) 16,500 16.50%** 1,650 1,650
Indiana-Kentucky Electric Corporation
Pennsylvania Power Company (Penn) (10) 6,290,000 100.00% 229,374 229,374
Unsecured debt (23) - - 34,951 34,951
Cranberry Square Associates, L. P. (2) (25) - 50.00%** 1,217 1,217
Apollo Tax Credit Fund III, L. P. (2) (24) - 33.33%** 500 500
Apollo Tax Credit Fund IX, L. P. (2) (24) - 99.99%** 18,693 18,693
Boston Capital Corporate Tax
Credits IV, L. P. (2) (24) - 2.95%** 699 699
Boston Capital Corporate Tax
Credits X, L. P. (2) (24) - 10.93%** 2,484 2,484
Boston Capital Corporate Tax
Credits XVI, L. P. (2) (24) - 14.00%** 6,078 6,078
Boston Capital Corporate Tax
Credits XVII, L. P. (2) (24) - 10.00%** 4,702 4,702
Boston Financial Institutional Tax
Credits III, L. P. (2) (24) - 5.38%** 1,342 1,342
Boston Financial Institutional Tax
Credits V, L. P. (2) (24) - 3.24%** 909 909
Boston Financial Institutional Tax
Credits XVI, L. P. (2) (24) - 5.83%** 3,685 3,685
EnviroTech Investment Fund I LP (2) (26) - 6.35%** 1,069 1,069
Marion Senior Housing Limited Partnership (2) (24) - 29.47%** 1,392 1,392
McDonald Corporate Tax Credit Fund Limited
Partnership (2) (24) - 12.37%** 623 623
McDonald Corporate Tax Credit Fund -
1995 Limited Partnership (2) (24) - 9.00%** 1,857 1,857
* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.
5
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):
Number of
Common % of Issuer Owner's
Name of Company Shares Owned Voting Power Book Value Book Value
--------------------------------------------------------------- ------------ ------------ ---------- ----------
(In thousands dollar)
McDonald Corporate Tax Credit Fund -
1996 Limited Partnership (2) (24) - 42.13%** 5,187 5,187
McDonald Corporate Tax Credit Fund -
1998 Limited Partnership (2) (24) - 30.94%** 2,724 2,724
Ohio Equity Fund for Housing Limited
Partnership II (2) (24) - 7.62%** 30 30
USA Institutional Tax Credit Fund VII, L.P. (2) (24) - 8.11%** 2,172 2,172
Pennsylvania Electric Company (Penelec) (1) (3) (10) 5,290,596 100.00% 1,353,704 1,353,704
Nineveh Water Company 5 100.00% 1,154 1,154
Penelec Preferred Capital II, Inc. (18) 100 100.00% 2,645 2,645
Penelec Capital II, L.P. (18) - (7) 100.00% 2,880 2,880
Penelec Capital Trust (18) - (7) 100.00% (214) (214)
Saxton Nuclear Experimental Corporation * (4) 24.00%
The Waverly Electric Light and Power Company (10) 600 100.00% 15 15
The Cleveland Electic Illuminating Company (CEI) (1) (10) 79,590,689 100.00% 1,226,632 1,226,632
Centerior Funding Corporation (18) 1,000 100.00% 68,110 68,110
Cleveland Electric Financing Trust I * (18) 123,720 100.00% 3,105 3,105
The Toledo Edison Capital Corporation (2) (6) (18) 28,036 10.00%**
The Toledo Edison Company (TE) (1) (10) 39,133,887 100.00% 712,931 712,931
Ohio Valley Electric Corporation (OVEC) (2) (8) 4,000 4.00%** 400 400
Indiana-Kentucky Electric Corporation
The Toledo Edison Capital Corporation (2) (6) (18) 1,000 90.00%** 26,796 26,796
First Communications, LLC (2) (15) - 31.08%** 4,989 4,989
Kinetic Ventures I, LLC (2) (11) - 11.11%** 4,191 4,191
Kinetic Ventures II, LLC (2) (11) - 14.28%** 2,668 2,668
Kinetic Ventures III, LLC (2) (11) - 8.00%**
Nth Power Technologies II, LLC (2) (11) - 8.22%** 3,051 3,051
* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.
6
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):
Number of
Common % of Issuer Owner's
Name of Company Shares Owned Voting Power Book Value Book Value
--------------------------------------------------------------- ------------ ------------ ---------- ----------
(In thousands dollar)
Nth Power Technologies II-A, LLC (2) (11) - 5.33%** 345 345
PowerSpan Corp. (2) (11) - 18.63%** 396 396
UMICO Holdings, Inc.* (2) 71,947 36.00%**
* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.
7
ITEM 1 SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002
(Continued):
(1) These companies are direct wholly owned subsidiaries of FirstEnergy
Corp.
(2) Direct or indirect investments by FirstEnergy Corp.
(3) MARBEL, Met-Ed and Penelec are exempt as holding companies under Section
3 (a) and Rule 2 of the Public Utility Holding Company Act of 1935 (the
Act).
(4) JCP&L, Met-Ed, Penelec collectively own all of the common stock of
Saxton Nuclear Experimental Corporation, a Pennsylvania nonprofit
corporation organized for nuclear experimental purposes which is now
inactive. The carrying value of the owner's investment has been written
down to a nominal value.
(5) Not used.
(6) The Toledo Edison Capital Corporation (TECC) makes equity investments in
Delaware business trusts that hold lessor debt instruments. TE owns a
90% interest in TECC and CEI owns a 10% interest in TECC.
(7) A 100% General Partnership interests.
(8) OVEC is a public utility company formed by 15 independent investor-owned
public utilities to furnish electric service in the Ohio River Valley.
OE owns a 16.5% interest in OVEC and TE owns a 4% interest in OVEC.
(9) Registered holding company.
(10) Electric utility company.
(11) Rule 58 energy-related company or investments.
(12) Nonutility holding company.
(13) Exempt wholesale generator (EWG).
(14) Foreign utility company (FUCO).
(15) Exempt telecommunications company.
(16) Service company.
(17) FirstEnergy sold 79.9% interest of Avon energy Partners Holdings (Avon)
to Acquila, Inc. (Acquila) on May 8, 2002. FirstEnergy and Acquila
together own all of the outstanding shares of Avon through a jointly
owned subsidiary, Acquila Sterling Holdings LLC, with each company
having a 50% voting interest.
8
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002
(Continued):
(18) Financing subsidiary.
(19) Real estate investment subsidiary.
(20) MARBEL is the parent company of a natural gas pipeline company,
Northeast Ohio Natural Gas Corp., and a holding company, Marbel Holdco
Inc.
(21) Natural gas pipeline company.
(22) Marbel Holdco Inc. owns a 50% interest in Great Lakes, an oil and gas
exploration and production company, in a joint venture with Range
Resources Corporation.
(23) Unsecured debt represents short-term intercompany loan with rolling
maturity date. Details of unsecured debt are presented after the
footnote.
(24) Affordable housing investments.
(25) Managing a strip shopping center.
(26) A venture capital fund investing in energy and communications related
companies. GPUDH owns a 9.89% interest and OE owns a 6.35% interest in
EnviroTech Investment Fund I LP.
(27) Infrastructure service company.
(28) A trust established to purchase a portion of the lease obligation bonds
issued on behalf of lessors in nuclear plant sale and leaseback
transactions.
9
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002
(Continued):
Note (23) Unsecured debt
Loan
Intercompany Intercompany Interest Balance
Loan from Loan to Rate (In thousands)
----------------- ------------------ ---------------- --------------
FirstEnergy Met-Ed 1.80% $ 88,330
OE 1.80% 104,515
Penelec 1.80% 90,567
Advanced Technologies
Development Corp. 2.45% 7,462
EI UK Holdings, Inc. 6.56% 189,464
FEFSG 2.45% 22,609
GenCo 2.45% 405,659
FECO 2.45% 24,199
FES 2.45% 235,337
GPU Capital 6.56% 889,774
GPU Telcom 2.45% 21,790
---------
Total FirstEnergy $2,079,706
=========
ATSI OE 1.80% $ 43,486
=========
FENOC FECO 2.45% $ 1,648
=========
FE Properties FECO 2.45% $ 24,534
=========
FirstEnergy Ventures FECO 2.45% $ 21,664
=========
GPUAR FES 2.45% $ 13,527
=========
JCP&L OE 1.80% $ 77,385
=========
OE CEI 1.80% $ 286,844
TE 1.80% 149,668
---------
Total OE $ 436,512
=========
OES Capital, Inc. OES Fuel, Inc. 2.51% $ 520
=========
Penn OE 1.80% $ 34,951
=========
10
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002
(Continued):
Changes in the status of an existing subsidiary during 2002:
Avon Energy Partners plc was dissolved on March 28, 2002.
Austin Cogeneration Corporation and Austin Cogeneration Partners, LP
were dissolved on June 6, 2002.
GPU International Asia, Inc. was dissolved on June 7, 2002.
America's Fiber Network LLC was dissolved on June 30, 2002.
AFN, LLC was dissolved on June 30, 2002.
Penn Power Energy, Inc. merged into its parent, FirstEnergy Solutions
Corp. on July 31, 2002.
Victoria Electric Holdings, Inc., Victoria Electric, Inc., and VicGas
Holdings, Inc. were dissolved on November 15, 2002.
JCP&L Transition, Inc. was dissolved on July 26, 2002.
JCP&L Transition Holdings, Inc. was dissolved on August 1, 2002.
OES Fuel, Inc. merged into its parent, Ohio Edison Company on November
27, 2002.
FirstEnergy Corp. had reached an agreement to sell Webb Technologies,
Inc. and Colonial Mechanical Corporation on December 15, 2002. The sale
was completed on January 15, 2003.
Hanover Energy Corporation was dissolved on December 27, 2002.
NCP Energy, Inc. and NCP Ada Power Incorporated - provisional
dissolution (pending tax clearance from the State of California).
11
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None
12
Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
Principal Amount Of Stated Value
-----------------------------------
Name of Issuer Name of Pledged, Guaranteed Date of Commission
and Title of Issue Company Issuing Issued and Sold or Assumed Transaction Proceeds Authorization
---------------------- --------------------------- --------------- ------------------- ----------- ---------- -------------
(1) (2) (3) (4) (5) (6) (7)
FirstEnergy Corp. FirstEnergy Corp. $25,711,265 (a) Various N/A Rule 45
Ohio Edison Company Ohio Edison Company $ 538,000 (a) Various N/A Rule 45
Cleveland Electric Cleveland Electric $ 465,101 (a) Various N/A Rule 45
Illuminating Company Illuminating Company
Pennsylvania Power Company Pennsylvania Power Company $11,859,147 (b) Various N/A Rule 45
Toledo Edison Company Toledo Edison Company $ 1,048,309 (a) Various N/A Rule 45
BSG Properties, Inc. BSG Properties, Inc. $ 3,495,127 (a) Various N/A Rule 45
FirstEnergy Facilities FirstEnergy Facilities $60,046,617 (a) Various N/A Rule 45
Services Group, LLC Services Group, LLC
Jersey Central Power & Light Jersey Central Power & Light $ 9,718,558 (c) Various N/A Rule 45
Company Company
Metropolitan Edison Company Metropolitan Edison Company $ 6,288,835 (d) Various N/A Rule 45
Pennsylvania Electric Company Pennsylvania Electric Company $ 3,775,222 (e) Various N/A Rule 45
GPU Advanced Resources GPU Advanced Resources $ 2,000,000 (a) Various N/A Rule 45
GPU Telecom Services GPU Telecom Services $ 25,000 (a) Various N/A Rule 45
GPU Nuclear, Inc. GPU Nuclear, Inc. $ 46,204 (f) Various N/A Rule 45
(a) Represents miscellaneous surety bonds for various purposes.
(b) Represents surety bonds relating to environmental issues ($11,454,222) and
miscellaneous surety bonds for various purposes ($404,925).
(c) Represents letters of credit ($1,525,783), surety bonds ($7,724,775) for
workers' compensation insurance and miscellaneous surety bonds for various
purposes ($468,000).
(d) Represents letters of credit ($915,470), surety bonds ($4,634,865) for
workers' compensation insurance and miscellaneous surety bonds for various
purposes ($738,500).
(e) Represents letters of credit ($610,313), surety bonds ($3,089,909) for
workers' compensation insurance and miscellaneous surety bonds for various
purposes ($75,000).
(f) Represents miscellaneous surety bonds related to environmental issues.
13
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES:
Name of Issuer Name of Company
and Acquiring, Redeeming or Authorization
Title of Issue Retiring Securities Consideration Disposition or Exemption
------------------------------- ---------------------------- ---------------- ---------------- -------------
Ohio Edison Company:
Secured Trust Notes Ohio Edison $ 51,642,095 Redeemed/Retired Rule 42
=============
First Mortgage Bonds Ohio Edison $ 279,265,000 Redeemed/Retired Rule 42
=============
Preferred Stocks Ohio Edison $ 220,000,000 Redeemed/Retired Rule 42
=============
Pennsylvania Power Company
First Mortgage Bonds Penn Power $ 974,000 Redeemed/Retired Rule 42
=============
Pollution Control Notes Penn Power $ 14,790,000 Redeemed/Retired Rule 42
=============
Pollution Control Notes Penn Power $ 14,500,000 Acquired Rule 42
=============
Preferred Stocks Penn Power $ 750,000 Redeemed/Retired Rule 42
=============
Cleveland Electric
Illuminating Company
Medium Term Notes CEI $ 33,000,000 Redeemed/Retired Rule 42
=============
First Mortgage Bonds CEI $ 195,000,000 Redeemed/Retired Rule 42
=============
Pollution Control Notes CEI $ 108,700,000 Acquired Rule 42
=============
Pollution Control Notes CEI $ 111,691,000 Redeemed/Retired Rule 42
=============
Preferred Stocks CEI $ 64,767,000 Redeemed/Retired Rule 42
=============
Toledo Edison Company
First Mortgage Bonds TE $ 400,000 Redeemed/Retired Rule 42
=============
Medium Term Notes TE $ 44,675,000 Redeemed/Retired Rule 42
=============
Pollution Control Notes TE $ 20,200,000 Acquired Rule 42
=============
Pollution Control Notes TE $ 20,634,000 Redeemed/Retired Rule 42
=============
Unsecured Notes TE $ 135,000,000 Redeemed/Retired Rule 42
=============
Preferred Stocks TE $ 85,299,050 Redeemed/Retired Rule 42
=============
Note: See pages 16 to 24 for a detailed description of the above transactions.
14
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Name of Issuer Name of Company
and Acquiring, Redeeming or Authorization
Title of Issue Retiring Securities Consideration Disposition or Exemption
--------------------------------- --------------------------- ------------------- --------------- ---------------
FirstEnergy Generation Company
Pollution Control Notes GenCo $ 15,000,000 Acquired Rule 42
============
Bayshore Power Company
Pollution Control Notes Bayshore $ 2,200,000 Redeemed/Retired Rule 42
============
Jersey Central Power & Light
Preferred Stocks JCP&L $ 51,112,251 Redeemed/Retired Rule 42
============
Medium Term Notes JCP&L $174,393,868 Redeemed/Retired Rule 42
============
Pollution Control Notes JCP&L $ 21,639,000 Redeemed/Retired Rule 42
============
Unsecured Notes JCP&L $ 14,689 Redeemed/Retired Rule 42
============
Metropolitan Edison Company
Medium Term Notes Met-Ed $ 60,000,000 Redeemed/Retired Rule 42
============
Medium Term Notes Met-Ed $ 50,000,000 Acquired Rule 42
============
Unsecured Notes Met-Ed $ 29,377 Redeemed/Retired Rule 42
============
Pennsylvania Electric Company
Pollution Control Notes Penelec $ 205,000 Redeemed/Retired Rule 42
============
Unsecured Notes Penelec $ 50,014,689 Redeemed/Retired Rule 42
============
Note: See pages 16 to 24 for a detailed description of the above transactions.
15
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Nane of Issuer Name of Company ------------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
----------------------- ----------------------- -------------- -------------- ------------ --------------- -------------
Ohio Edison
Company
Secured Trust Notes:
7.930% PEPCO Ohio Edison $ 1,168,536 1/21/2002 $ 1,191,855 Rule 42
7.930% PEPCO Ohio Edison $ 1,176,258 2/21/2002 $ 1,191,855 Rule 42
7.930% PEPCO Ohio Edison $ 1,184,031 3/21/2002 $ 1,191,855 Rule 42
7.680% PEPCO Ohio Edison $ 4,061,976 4/21/2002 $ 5,341,976 Rule 42
7.680% PEPCO Ohio Edison $ 4,087,665 5/21/2002 $ 5,341,668 Rule 42
7.680% PEPCO Ohio Edison $ 4,113,516 6/21/2002 $ 5,341,358 Rule 42
7.680% PEPCO Ohio Edison $ 4,139,530 7/21/2002 $ 5,341,046 Rule 42
7.680% PEPCO Ohio Edison $ 4,165,709 8/21/2002 $ 5,340,732 Rule 42
7.680% PEPCO Ohio Edison $ 4,192,054 9/21/2002 $ 5,340,416 Rule 42
7.680% PEPCO Ohio Edison $ 4,218,565 10/21/2002 $ 5,340,098 Rule 42
7.680% PEPCO Ohio Edison $ 4,245,244 11/21/2002 $ 5,339,779 Rule 42
7.680% PEPCO Ohio Edison $ 4,272,092 12/21/2002 $ 5,339,457 Rule 42
----------- -----------
$41,025,177 $51,642,095
=========== ===========
First Mortgage Bonds
8.250% Series Ohio Edison $125,000,000 4/1/2002 $125,000,000 Rule 42
7.375% Series Ohio Edison $120,000,000 9/15/2002 $120,000,000 Rule 42
7.500% Series Ohio Edison $34,265,000 9/1/2002 $34,265,000 Rule 42
------------- ------------
$279,265,000 $279,265,000
============= ============
Preferred Stocks:
9.00% Series Ohio Edison $120,000,000 8/15/2002 $120,000,000 Rule 42
7.75% Series Ohio Edison $100,000,000 7/1/2002 $100,000,000 Rule 42
------------ ------------
$220,000,000 $220,000,000
============ ============
16
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Name of Issuer Name of Company -----------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
------------------------ ------------------------ -------------- ------------- ------------ -------------- -------------
Pennsylvania
Power Company
First Mortgage Bonds:
9.74% Series Penn Power $ 974,000 11/1/2002 $ 974,000 Rule 42
============ ===========
Pollution Control Notes:
6.450% Series Penn Power $ 14,500,000 7/1/2002 $14,790,000 Rule 42
3.850% Series Penn Power $14,500,000 7/1/2002 $14,500,000 Rule 42
----------- ------------ -----------
$14,500,000 $ 14,500,000 $29,290,000
=========== ============ ===========
Preferred Stock:
6.860% Series Penn Power $ 750,000 10/1/2002 $ 750,000 Rule 42
============ ===========
17
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Name of Issuer Name of Company -------------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
------------------------ ------------------------ --------------- --------------- ------------ -------------- -------------
Cleveland Electric
Illuminating Company
Medium Term Notes:
8.130% Series CEI $ 28,000,000 7/1/2002 $ 28,000,000 Rule 42
7.850% Series CEI $ 5,000,000 7/30/2002 $ 5,000,000 Rule 42
------------ -------------
$ 33,000,000 $ 33,000,000
============ =============
First Mortgage Bonds:
7.625% Series CEI $195,000,000 8/1/2002 $195,000,000 Rule 42
============ =============
Pollution Control Notes:
7.00% Series B CEI $ 15,000 9/1/2002 $ 15,000 Rule 42
7.00% Series C CEI $ 15,000 9/1/2002 $ 15,000 Rule 42
6.85% Series CEI $ 30,000,000 10/8/2002 $ 30,600,000 Rule 42
1.50% Series CEI $ 30,000,000 10/8/2002 $ 30,000,000 Rule 42
8.00% Series CEI $ 78,700,000 7/16/2002 $ 81,061,000 Rule 42
6.00% Series CEI $ 8,700,000 7/16/2002 $ 78,700,000 Rule 42
------------ ------------ -------------
$108,700,000 $108,730,000 $220,391,000
============ ============ =============
Preferred Stock:
7.35% Series C CEI $ 1,000,000 8/1/2002 $ 1,000,000 Rule 42
9.00% Series S CEI $ 17,750,000 11/1/2002 $ 17,750,000 Rule 42
7.56% Series CEI $ 45,000,000 5/28/2002 $ 46,017,000 Rule 42
------------ -------------
$ 63,750,000 $ 64,767,000
============ =============
18
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Name of Issuer Name of Company -------------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
------------------------ ------------------------ --------------- --------------- ------------ -------------- -------------
Toledo Edison
Company
First Mortgage Bonds:
8.00% Series TE $ 400,000 11/1/2002 $ 400,000 Rule 42
============ ============
Medium Term Notes:
8.65% Series TE $ 5,000,000 4/1/2002 $ 5,000,000 Rule 42
8.62% Series TE $ 7,000,000 4/1/2002 7,000,000 Rule 42
8.18% Series TE $ 17,000,000 7/30/2002 $ 17,000,000 Rule 42
10.00% Series TE $ 15,000,000 6/11/2002 $ 15,675,000 Rule 42
------------ ------------
$ 44,000,000 $ 44,675,000
============ ============
Pollution Control Notes:
10.0% Series TE $ 30,000 8/15/2002 $ 30,000 Rule 42
6.875% Series TE $ 20,200,000 10/8/2002 $ 20,604,000 Rule 42
1.500% Series TE $20,200,000 10/8/2002 $ 20,200,000 Rule 42
----------- ------------ ------------
$20,200,000 $ 20,230,000 $ 40,834,000
=========== ============ ============
Unsecured Notes:
8.70% Debenture TE $135,000,000 9/1/2002 $135,000,000 Rule 42
============ ============
Preferred Stock:
10.00% Series TE $19,000,000 2/1/2002 $19,190,000 Rule 42
8.84% Series TE $25,000,000 2/1/2002 $25,250,000 Rule 42
8.32% Series TE $10,000,000 2/1/2002 $10,246,000 Rule 42
7.80% Series TE $15,000,000 2/1/2002 $15,247,500 Rule 42
7.76% Series TE $15,000,000 2/1/2002 $15,365,550 Rule 42
--------------- -------------
$84,000,000 $85,299,050
=============== =============
19
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Name of Issuer Name of Company --------------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
------------------------- ----------------------- ----------------- -------------- ------------ ----------------- -------------
FirstEnergy
Generation Company
Pollution Control Notes:
5% OWDA GENCO $ 15,000,000 7/2/2002 $ 15,000,000 Rule 42
============ ============
20
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Name of Issuer Name of Company -------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
------------------------ ----------------------- --------- -------------- ----------- -------------- -------------
Bayshore Power
Company
Pollution Control Notes:
5.375% Series Bayshore $1,400,000 9/1/2002 $1,400,000 Rule 42
6.625% Series Bayshore 800,000 9/1/2002 800,000 Rule 42
---------- -----------
$2,200,000 $2,200,000
========== ===========
21
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Name of Issuer Name of Company -------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
---------------------------- ------------------------ --------- -------------- ------------ --------------- --------------
Jersey Central
Power & Light
Preferred Stocks:
8.65% Series J JCP&L $16,666,600 7/1/2002 $16,666,600 Rule 42
7.52% Series K JCP&L $ 5,000,000 6/1/2002 $ 5,000,000 Rule 42
7.52% Series JCP&L $21,500,000 8/1/2002 $21,039,650 Rule 42
8.65% Series J JCP&L $ 8,333,500 8/1/2002 $ 8,406,001 Rule 42
----------- ----------
$51,500,100 $51,112,251
=========== ===========
Medium Term Notes:
9.00% Series JCP&L $ 50,000,000 3/27/2002 $ 50,000,000 Rule 42
9.20% Series JCP&L $ 27,037,000 7/23/2002 $ 28,156,332 Rule 42
8.85% Series JCP&L $ 38,000,000 7/12/2002 $ 39,683,400 Rule 42
8.82% Series JCP&L $ 12,000,000 7/12/2002 $ 12,529,200 Rule 42
8.55% Series JCP&L $ 16,377,000 7/23/2002 $ 17,077,936 Rule 42
8.25% Series JCP&L $ 26,947,000 7/23/2002 $ 26,947,000 Rule 42
------------ ------------
$170,361,000 $174,393,868
============ ============
Pollution Control Notes:
7.90% Series JCP&L $ 21,639,000 6/11/2002 $ 21,639,000 Rule 42
============ ============
Unsecured Notes:
7.69% Series (Cowanesque) JCP&L $ 14,689 8/1/2002 $ 14,689 Rule 42
============ ============
22
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Name of Issuer Name of Company -----------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
---------------------------- ------------------------ ------------- -------------- ----------- --------------- -------------
Metropolitan
Edison Company
Medium Term Notes
8.05% Series MetEd $30,000,000 3/1/2002 $ 30,000,000 Rule 42
9.10% Series MetEd $30,000,000 6/3/2002 $ 30,000,000 Rule 42
5.93% Series MetEd $50,000,000 6/3/2002 $ 50,000,000 Rule 42
----------- ----------- ------------
$50,000,000 $60,000,000 $110,000,000
=========== =========== ============
Unsecured Notes:
7.69% Series (Cowanesque) MetEd $ 29,377 8/1/2002 $ 29,377 Rule 42
=========== ============
23
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
Principal
Amount or Stated Value
Name of Issuer Name of Company ------------------------
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
---------------------------- ------------------------ --------- ------------- ------------ ------------- -------------
Pennsylvania
Electric Company
Pollution Control Notes
6.125% Series Penelec $ 205,000 12/1/2002 $ 205,000 Rule 42
=========== =============
Unsecured Notes:
Variable Series E Penelec $25,000,000 4/1/2002 $25,000,000 Rule 42
Variable Series E Penelec $25,000,000 10/11/2002 $25,000,000 Rule 42
7.69% Series (Cowanesque) Penelec $ 14,689 8/1/2002 $ 14,689 Rule 42
----------- -----------
$50,014,689 $50,014,689
=========== ===========
24
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2002
Owner's Book
Security % Value (In
Name Owned Shares Ownership Nature of Business thousands)
----------------------------------------- -------- ---------- --------- ------------------------------ ----------
Active Power Exchange Inc. Common Stock 92,378 0.01% A developer of flywheel energy $ 267
storage system for use in
uninterruptible power supply and
other power quality applications
Akron Development Fund I, Ltd. LLC 7.92% Provide financing to projects that 400,000
promote growth and development
APX Series B-2 & 1.16% Operates Internet-based exchanges 4,682
Series C for the buying & selling of
Preferred electricity, energy transmission
Stock and related products
Ballard Generation Systems, Inc. Common Stock 1,490,301* 7.41% Develop, manufacture and market 16,361
stationary fuel cell power systems
Ballard Power Systems, Inc. Common Stock 99,400 0.12% Develop, manufacture and market 1,100
fuel cells and related systems
CID Ohio Equity Capital LP 7.50% Venture capital investments in Ohio 152
Cleveland Development Partnership II LP 1.47% Housing and urban development 548
Cleveland Civic Housing Fund LLC 4.00% Housing and urban development 289
* Includes 490,300 nonvoting shares.
25
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2002 (Continued):
Owner's Book
Security % Value (In
Name Owned Shares Ownership Nature of Business thousands)
----------------------------------------- -------- ---------- --------- ------------------------------ -----------
Enertech Capital Partners II, LP Limited 2.20% A venture capital fund which invests 1,367
Partnership in energy-related technology or
service companies
Greater Reading Development Partnership LP 5.58% Nonprofit business that provides 63
loans to development corps. to
assist in the development of
commercial real estate & multi-unit
homes in Reading, PA
Pantellos Corporation Common Stock 466,108 8.21% Pantellos is an independent, electronic 8,394
marketplace focused on the utility
and energy services industries.
Silicon Energy 0.28% Back office services for Distributed 500
Generation services
Waterford Development Corporation Common Stock 6.25% Provides loans to development corps to 5
assist in the expansion and development
of C&I activities by providing
financial assistance to small,
emerging businesses.
26
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2002 (Continued):
Owner's Book
Security % Value (In
Name Owned Shares Ownership Nature of Business thousands)
----------------------------------------- -------- ---------- --------- ------------------------------ ----------
30 Misc. de minimis investments 240
27
ITEM 6. OFFICERS AND DIRECTORS
PART I. AS OF DECEMBER 31, 2002
FE
FirstEnergy ATSI FELHC FEFSG FENOC Properties
--------------- ------------- ------------ ------------- ------------- -------------
H. Peter Burg (A) CH,CEO,D P,D P,D M CH,CEO,D P,D
Dr. Carol A. Cartwright (A) D
William F. Conway (A) D D
Robert B. Heisler, Jr. (A) D
Robert L. Loughhead (A) D
Russell W. Maier (A) D
John M. Pietruski (A) D
Robert N. Pokelwaldt (A) D
Paul J. Powers (A) D
Catherine A. Rein (A) D
Robert C. Savage (A) D
George M. Smart (A) D
Adm. Carlisle A. H. Trost (A) D
Jesse T. Williams, Sr. (A) D
Dr. Patricia K. Woolf (A) D
28
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FirstEnergy FirstEnergy GPU
Transfer FECO FES Ventures GPUAR Capital
---------------- ------------- ------------ -------------- ------------ ------------
H. Peter Burg (A) D CEO,D D D D D
Dr. Carol A. Cartwright (A)
William F. Conway (A)
Robert B. Heisler, Jr. (A)
Robert L. Loughhead (A)
Russell W. Maier (A)
John M. Pietruski (A)
Robert N. Pokelwaldt (A)
Paul J. Powers (A)
Catherine A. Rein (A)
Robert C. Savage (A)
George M. Smart (A)
Adm. Carlisle A. H. Trost (A)
Jesse T. Williams, Sr. (A)
Dr. Patricia K. Woolf (A)
29
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
GPU GPU
GPUDH GPUN Power GPUS Telcom JCP&L
--------------- --------------- ------------- -------------- ------------ --------------
H. Peter Burg (A) D CH,CEO,D D P,D D
Dr. Carol A. Cartwright (A)
William F. Conway (A) D
Robert B. Heisler, Jr. (A)
Robert L. Loughhead (A)
Russell W. Maier (A)
John M. Pietruski (A)
Robert N. Pokelwaldt (A)
Paul J. Powers (A)
Catherine A. Rein (A)
Robert C. Savage (A)
George M. Smart (A)
Adm. Carlisle A. H. Trost (A)
Jesse T. Williams, Sr. (A)
Dr. Patricia K. Woolf (A)
30
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
MARBEL Met-Ed MYR OE Penelec CEI TE
------------ ------------- ------------- ------------ ------------ ------------ ---------
H. Peter Burg (A) D P,D D P,D P,D P,D P,D
Dr. Carol A. Cartwright (A)
William F. Conway (A)
Robert B. Heisler, Jr. (A)
Robert L. Loughhead (A)
Russell W. Maier (A)
John M. Pietruski (A)
Robert N. Pokelwaldt (A)
Paul J. Powers (A)
Catherine A. Rein (A)
Robert C. Savage (A)
George M. Smart (A)
Adm. Carlisle A. H. Trost (A)
Jesse T. Williams, Sr. (A)
Dr. Patricia K. Woolf (A)
31
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FE
FirstEnergy ATSI FELHC FEFSG FENOC Properties
--------------- --------------- ------------- -------------- ------------ --------------
Stanley C. Van Ness (C)
Gelorma E. Persson (C)
Anthony J. Alexander (A) D,P,COO D D M D D
Richard H. Marsh (A) SVP,CFO D,SVP,CFO D M,SVP,CFO SVP,CFO SVP,D,CFO
Leila L. Vespoli (A) SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC
Earl T. Carey (A)
Harvey L. Wagner (A) VP,C,CAO VP,C VP VP,C VP,C
Nancy C. Ashcom (A) S S S S S S
Edward J. Udovich (A) AS AS AS AS AS AS
Thomas C. Navin (A) T T T T T T
Randy Scilla (A) AT AT AT AT AT AT
Jeffrey R. Kalata (A) AC AC AC AC AC
Paulette R. Chatman (C) AC AC AC AC AC
Kevin J. Keough (A)
Arthur R. Garfield (A) CH
32
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FirstEnergy FirstEnergy GPU
Transfer FECO FES Ventures GPUAR Capital
--------------- --------------- ------------- -------------- ------------ --------------
Stanley C. Van Ness (C)
Gelorma E. Persson (C)
Anthony J. Alexander (A) D P,COO,D D D P,D P,D
Richard H. Marsh (A) D SVP,CFO,D SVP,D,CFO D,SVP,CFO SVP,CFO,D SVP,CFO,D
Leila L. Vespoli (A) SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC
Earl T. Carey (A) SVP
Harvey L. Wagner (A) VP,C VP,C VP,C VP,C VP,C
Nancy C. Ashcom (A) P,S S S S S S
Edward J. Udovich (A) AS AS AS AS AS AS
Thomas C. Navin (A) T T T T T T
Randy Scilla (A) AT AT AT AT AT
Jeffrey R. Kalata (A) AC AC AC AC AC
Paulette R. Chatman (C) AC AC AC AC AC
Kevin J. Keough (A) SVP,RP P
Arthur R. Garfield (A) P
33
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
GPU GPU
GPUDH GPUN Power GPUS Telcom JCP&L
--------------- --------------- ------------- -------------- ------------ --------------
Stanley C. Van Ness (C) D
Gelorma E. Persson (C) D
Anthony J. Alexander (A) P,D D P,D D D,P
Richard H. Marsh (A) SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO
Leila L. Vespoli (A) SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC,D
Earl T. Carey (A) P,D
Harvey L. Wagner (A) VP,C VP,C VP,C VP,C VP,C VP,C
Nancy C. Ashcom (A) S S S S S S
Edward J. Udovich (A) AS AS AS AS AS AS
Thomas C. Navin (A) T T T T T T
Randy Scilla (A) AT AT AT AT AT AT
Jeffrey R. Kalata (A) AC AC AC AC AC AC
Paulette R. Chatman (C) AC AC AC AC AC AC
Kevin J. Keough (A) SVP
Arthur R. Garfield (A)
34
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
MARBEL Met-Ed MYR OE Penelec CEI TE
------------ -------------- ------------- ------------- ------------ ------------- -----------
Stanley C. Van Ness (C)
Gelorma E. Persson (C)
Anthony J. Alexander (A) D D D D D D D
Richard H. Marsh (A) SVP,CFO SVP,CFO,D D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D
Leila L. Vespoli (A) SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC
Earl T. Carey (A) D VP SVP VP SVP SVP
Harvey L. Wagner (A) VP,C VP,C VP,C VP,C VP,C VP,C
Nancy C. Ashcom (A) S S S S S S
Edward J. Udovich (A) AS AS AS AS AS AS
Thomas C. Navin (A) T T T T T
Randy Scilla (A) AT AT AT AT AT AT
Jeffrey R. Kalata (A) AC AC AC AC AC
Paulette R. Chatman (C) AC AC AC AC AC
Kevin J. Keough (A) RP
Arthur R. Garfield (A)
35
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FE
FirstEnergy ATSI FELHC FEFSG FENOC Properties
--------------- --------------- ------------- -------------- ------------ --------------
Robert F. Saunders (A) P,CNO,D
Lew W. Myers (A) VP,COO
Gary R. Leidich (A) EVP
Mark B. Bezilla (A) VP
Douglas S. Elliott (B) P
Guy L. Pipitone (A)
Carole B. Snyder (A)
Mary Beth Carroll (A)
Stanley A. Szwed (A) VP VP
Lynn M. Cavalier (A)
Mark T. Clark (A)
Kathryn W. Dindo (A)
Michael J. Dowling (A)
Terrance G. Howson (C)
36
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FirstEnergy FirstEnergy GPU
Transfer FECO FES Ventures GPUAR Capital
--------------- --------------- ------------- -------------- ------------ --------------
Robert F. Saunders (A)
Lew W. Myers (A)
Gary R. Leidich (A)
Mark B. Bezilla (A)
Douglas S. Elliott (B) SVP
Guy L. Pipitone (A) SVP
Carole B. Snyder (A) SVP
Mary Beth Carroll (A) VP
Stanley A. Szwed (A) VP
Lynn M. Cavalier (A) VP
Mark T. Clark (A) VP
Kathryn W. Dindo (A) VP,CRO
Michael J. Dowling (A) VP
Terrance G. Howson (C) VP
37
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
GPU GPU
GPUDH GPUN Power GPUS Telcom JCP&L
--------------- --------------- ------------- -------------- ------------ --------------
Robert F. Saunders (A) P,CNO,D
Lew W. Myers (A)
Gary R. Leidich (A)
Mark B. Bezilla (A)
Douglas S. Elliott (B)
Guy L. Pipitone (A)
Carole B. Snyder (A)
Mary Beth Carroll (A)
Stanley A. Szwed (A)
Lynn M. Cavalier (A)
Mark T. Clark (A)
Kathryn W. Dindo (A)
Michael J. Dowling (A)
Terrance G. Howson (C)
38
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
MARBEL Met-Ed MYR OE Penelec CEI TE
------------- -------------- -------------- ------------- ------------- ----------- ---------
Robert F. Saunders (A)
Lew W. Myers (A)
Gary R. Leidich (A)
Mark B. Bezilla (A)
Douglas S. Elliott (B)
Guy L. Pipitone (A)
Carole B. Snyder (A)
Mary Beth Carroll (A)
Stanley A. Szwed (A) VP VP VP
Lynn M. Cavalier (A)
Mark T. Clark (A)
Kathryn W. Dindo (A)
Michael J. Dowling (A)
Terrance G. Howson (C)
39
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FE
FirstEnergy ATSI FELHC FEFSG FENOC Properties
--------------- --------------- ------------- -------------- ------------ --------------
Ali Jamshidi (A)
Charles E. Jones (A)
David C. Luff (A)
Thomas M. Welsh (A)
David W. Whitehead (A) VP
Bradford F. Tobin (A)
R. Joseph Hrach (B)
Steven F. Lux (A) AVP
Lawrence P. Haren (E)
Arthur W. Yuan (B) VP,COO
William S. Skibitsky (D)
William A Koertner (D)
Michael F. Knapp (D)
John A. Fluss (D)
40
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FirstEnergy FirstEnergy GPU
Transfer FECO FES Ventures GPUAR Capital
--------------- --------------- ------------- -------------- ------------ --------------
Ali Jamshidi (A) VP,CIO
Charles E. Jones (A) RVP
David C. Luff (A) VP
Thomas M. Welsh (A) VP
David W. Whitehead (A) VP,CETO
Bradford F. Tobin (A) VP,CPO
R. Joseph Hrach (B) VP
Steven F. Lux (A)
Lawrence P. Haren (E)
Arthur W. Yuan (B)
William S. Skibitsky (D)
William A Koertner (D)
Michael F. Knapp (D)
John A. Fluss (D)
41
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
GPU GPU
GPUDH GPUN Power GPUS Telcom JCP&L
--------------- --------------- ------------- -------------- ------------ --------------
Ali Jamshidi (A)
Charles E. Jones (A) D
David C. Luff (A)
Thomas M. Welsh (A)
David W. Whitehead (A)
Bradford F. Tobin (A)
R. Joseph Hrach (B)
Steven F. Lux (A)
Lawrence P. Haren (E)
Arthur W. Yuan (B)
William S. Skibitsky (D)
William A Koertner (D)
Michael F. Knapp (D)
John A. Fluss (D)
42
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
MARBEL Met-Ed MYR OE Penelec CEI TE
------------ -------------- ------------ ------------ ------------ -------------- -------------
Ali Jamshidi (A)
Charles E. Jones (A)
David C. Luff (A)
Thomas M. Welsh (A)
David W. Whitehead (A)
Bradford F. Tobin (A)
R. Joseph Hrach (B)
Steven F. Lux (A)
Lawrence P. Haren (E) P,T
Arthur W. Yuan (B)
William S. Skibitsky (D) P,CEO
William A Koertner (D) SVP,CFO,T
Michael F. Knapp (D) GVP
John A. Fluss (D) GVP
43
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FE
FirstEnergy ATSI FELHC FEFSG FENOC Properties
--------------- --------------- ------------- -------------- ------------ --------------
William H. Green (D)
Elaine Hughes (D)
Robert E. McDaniel (D)
Brian L. Smolinski (D)
James P. Urbas (D)
Greg R. Medici (D)
Roger D. Ruch (A) C
Alfred G. Roth (A)
Donald R. Schneider (A)
Trent A. Smith (A)
Dennis M. Chack (K)
Paul W. Allison (K)
Thomas A. Clark (I)
Jeffrey A. Elser (I)
Ronald P. Lantzy (N)
44
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FirstEnergy FirstEnergy GPU
Transfer FECO FES Ventures GPUAR Capital
--------------- --------------- ------------- -------------- ------------ --------------
William H. Green (D)
Elaine Hughes (D)
Robert E. McDaniel (D)
Brian L. Smolinski (D)
James P. Urbas (D)
Greg R. Medici (D)
Roger D. Ruch (A)
Alfred G. Roth (A) VP
Donald R. Schneider (A) VP
Trent A. Smith (A) VP
Dennis M. Chack (K) RP
Paul W. Allison (K) RVP
Thomas A. Clark (I) RP
Jeffrey A. Elser (I) RVP
Ronald P. Lantzy (N) RP
45
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
GPU GPU
GPUDH GPUN Power GPUS Telcom JCP&L
--------------- --------------- ------------- -------------- ------------ --------------
William H. Green (D)
Elaine Hughes (D)
Robert E. McDaniel (D)
Brian L. Smolinski (D)
James P. Urbas (D)
Greg R. Medici (D)
Roger D. Ruch (A)
Alfred G. Roth (A)
Donald R. Schneider (A)
Trent A. Smith (A)
Dennis M. Chack (K)
Paul W. Allison (K)
Thomas A. Clark (I)
Jeffrey A. Elser (I)
Ronald P. Lantzy (N)
46
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
MARBEL Met-Ed MYR OE Penelec CEI TE
------------- ------------- ----------- --------------- ----------- ------------- ------------
William H. Green (D) SVP
Elaine Hughes (D) VP
Robert E. McDaniel (D) VP
Brian L. Smolinski (D) VP
James P. Urbas (D) VP
Greg R. Medici (D) C,AT
Roger D. Ruch (A)
Alfred G. Roth (A)
Donald R. Schneider (A)
Trent A. Smith (A)
Dennis M. Chack (K) RP
Paul W. Allison (K) VP
Thomas A. Clark (I) RP
Jeffrey A. Elser (I) RVP
Ronald P. Lantzy (N) RP
47
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FE
FirstEnergy ATSI FELHC FEFSG FENOC Properties
--------------- --------------- ------------- -------------- ------------ --------------
Stephen E. Morgan (A)
James M. Murray (L)
Jack A. Kline (O)
Steven A. Schumacher (O)
John E. Paganie (M)
Jacqueline L. Roth (M)
Donald M. Lynch (J)
Steven E. Strah (C)
Steven L. Feld (C)
Gerald B. Engen, Jr. (D)
Michael D. Cooper (D)
Richard S. Swartz, Jr. (D)
Steven T. Theis (D)
William R. Kanda (G) VP
L. W. Pearce (A) VP
48
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
FirstEnergy FirstEnergy GPU
Transfer FECO FES Ventures GPUAR Capital
--------------- --------------- ------------- -------------- ------------ --------------
Stephen E. Morgan (A) VP
James M. Murray (L) RP
Jack A. Kline (O) RP
Steven A. Schumacher (O) RVP
John E. Paganie (M) RP
Jacqueline L. Roth (M) RVP
Donald M. Lynch (J) RP
Steven E. Strah (C) RP
Steven L. Feld (C) RVP
Gerald B. Engen, Jr. (D)
Michael D. Cooper (D)
Richard S. Swartz, Jr. (D)
Steven T. Theis (D)
William R. Kanda (G)
L. W. Pearce (A)
49
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
GPU GPU
GPUDH GPUN Power GPUS Telcom JCP&L
--------------- --------------- ------------- -------------- ------------ --------------
Stephen E. Morgan (A)
James M. Murray (L)
Jack A. Kline (O)
Steven A. Schumacher (O)
John E. Paganie (M)
Jacqueline L. Roth (M)
Donald M. Lynch (J)
Steven E. Strah (C)
Steven L. Feld (C)
Gerald B. Engen, Jr. (D)
Michael D. Cooper (D)
Richard S. Swartz, Jr. (D)
Steven T. Theis (D)
William R. Kanda (G)
L. W. Pearce (A)
50
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2002
MARBEL Met-Ed MYR OE Penelec CEI TE
------------- ------------- ------------ ------------ ------------ ---------- -------------
Stephen E. Morgan (A)
James M. Murray (L) RP
Jack A. Kline (O)
Steven A. Schumacher (O)
John E. Paganie (M)
Jacqueline L. Roth (M)
Donald M. Lynch (J)
Steven E. Strah (C)
Steven L. Feld (C)
Gerald B. Engen, Jr. (D) VP,CLO,S
Michael D. Cooper (D) VP
Richard S. Swartz, Jr. (D) VP
Steven T. Theis (D) VP
William R. Kanda (G)
L. W. Pearce (A)
51
ITEM 6. OFFICERS AND DIRECTORS (continued)
PART I. AS OF DECEMBER 31, 2002
(A) Address is 76 South Main St., Akron, Ohio 44308
(B) Address is 395 Ghent Road, Akron, Ohio 44308
(C) Address is 300 Madison Ave., Morristown, New Jersey 07962
(D) Address is 1701 West Golf Road, Rolling Meadows, Illinois 60008
(E) Address is 104 Sixth Street, SW, Canton, Ohio 44702
(F) Not used
(G) Address is 10 Center Road, Perry, Ohio 44081
(H) Address is 5501 North State Route 2, Oak Harbor, Ohio 43449
(I) Address is 730 South Ave., Youngstown, Ohio 44502
(J) Address is 521 Main Street, Allenhurst, NJ 07711
(K) Address is 6896 Miller Road, Brecksville, Ohio 44141
(L) Address is 300 Madison Ave., Toledo, Ohio 43652
(M) Address is 5404 Evans Road, Erie, PA 16509
(N) Address is 410 Park Ave., West, Mansfield, Ohio 44906
(O) Address is 2800 Pottsville Pike, Reading, PA 19605
(P) Address is Route 168, Shippingport, PA 15077
52
ITEM 6. OFFICERS AND DIRECTORS (continued)
PART I. AS OF DECEMBER 31, 2002
Key Position Held
--- -------------
AC Assistant Controller
AS Assistant Corporate Secretary
AT Assistant Treasurer
AVP Assistant Vice President
C Controller
CAO Chief Accounting Officer
CEO Chief Executive Officer
CETO Chief Ethics Officer
CFO Chief Financial Officer
CH Chairman
CIO Chief Information Officer
CLO Chief Legal Officer
CNO Chief Nuclear Officer
COO Chief Operating Officer
CPO Chief Procurement Officer
CRO Chief Risk Officer
D Director
GC General Counsel
GVP Group Vice President
M Manager
P President
RP Region President
RVP Region Vice President
S Corporate Secretary
SVP Senior Vice President
T Treasurer
VP Vice President
53
ITEM 6. OFFICERS AND DIRECTORS (continued)
PART II. AS OF DECEMBER 31, 2002
Name of Officer Name and Location Position Held Applicable
or Director of Financial Institution in Financial Institution Exception Rule
--------------- ------------------------ ------------------------ -----------------
Robert B. Heisler, Jr. (1) KeyCorp. Executive Vice 70
Cleveland, OH President
McDonald Investments Director 70
Cleveland, OH
Dr. Carol A. Cartwright KeyCorp. Director 70
Cleveland, OH
Catherine A. Rein Bank of New York Director 70
New York, NY
New England Financial, Director 70
Inc.
Boston, MA
John M. Pietruski Lincoln National Director 70
Corporation
Philadelphia, PA
Russell W. Maier Unizan Financial Corp. Director 70
Canton, OH
George M. Smart Unizan Financial Corp. Director 70
Canton, OH
Dr. Patricia K. Woolf (2) The Capital Group Director 70
New York, NY
National Life Holding Director 70
Company of Vermont
Montpelier, VT
Stanley C. Van Ness The Prudential Insurance Director 70
Company of America
Newark, NJ
54
ITEM 6. OFFICERS AND DIRECTORS (continued)
PART II. AS OF DECEMBER 31, 2002 (continued)
(1) Mr. Heisler is also Chairman of the Board, CEO and Director of KeyBank,
N.A., the commercial banking subsidiary of KeyCorp., Director of Key
Capital Partners, Director of Key Trust, Director of Champion Financial
Services, Inc. and Director of Key Bank Life Insurance Company.
(2) Dr. Woolf is also Director of Growth Fund of America, Director of American
Balance Fund, Director of Income Fund of America, Director of Small Cap
World Fund, Trustee for Fundamental Investors and Trustee for New Economy
Fund - The Capital Group.
PART III.
Information concerning the compensation and other related information for the
Officers and Directors of FirstEnergy and its subsidiary companies is filed as
Exhibit F-1 to this Form U5S.
55
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Name of Company Account
Name of Beneficiary Purpose Charged Amount
------------------- ------- ------- --------
FirstEnergy Service Company:
---------------------------
Salary and Expenses - Public
Affairs Activities (2) (3) $1,420,329
Coleman Victory Committee-Building Fund (1) (3) 10,000
Democratic Congressional Campaign
Committee (1) (3) 31,800
Democratic National Campaign Committee (1) (3) 20,000
DSCC Building Fund (1) (3) 51,000
Eisenhower Center Building Fund (1) (3) 97,000
Hope Street Kids (1) (3) 10,000
National Republican Senatorial Campaign (1) (3) 75,000
NRCC Building Fund (1) (3) 25,000
Nuclear Energy Institute (1) (3) 16,508
President's Dinner (2) (3) 25,000
Progress & Freedom (1) (3) 25,000
Progress & Freedom Foundation (1) (3) 50,000
Rendell Inaugural Committee (1) (3) 20,000
Republican Governors Association (1) (3) 75,000
Taft-Bradley Inaugural Committee (1) (3) 10,000
State & Local Ballot Issue (1) (3) 166,750
Other Contributions and Other
Expenses under $10,000 (1) & (2) (3) 95,785
---------
Company total $2,224,172
---------
Ohio Edison Company:
-------------------
Salary & Expenses - Public
Affairs Activities (2) (3) $ 31
---------
Company total $ 31
---------
Jersey Central Power & Light Company
------------------------------------
Metropolitan Edison Company
---------------------------
Pennsylvania Electric Company
-----------------------------
All payments relating to (1) any political party, candidate for public office or holder of such office, or any
committee or agent therefor; or (2) any citizens group, or public relations counsel are reported on GPU
Service, Inc.'s Form U-13-60 and are therefore excluded from this filing.
Notes: (1) Contribution or membership fee.
(2) Public relations services.
(3) Income deduction.
56
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
Serving Receiving
Transaction Company Company Compensation
------- --------- --------------
(In Thousands)
Morristown Headquarters JCP&L Met-Ed $ 933
building costs " Penelec 1,061
"
Revenues associated with the JCP&L GPU Telcom 1,752
use of company assets
Allenhurst Remittance Center JCP&L Penelec 28
building costs " Met-Ed 25
------
Total JCP&L $ 3,799
======
Occupancy charges related to Met-Ed JCP&L $ 2,028
the Pottsville Pike facility " Penelec 1,865
Revenues associated with Met-Ed GPU Telcom 1,438
the use of company assets
Occupancy charges related to Met-Ed JCP&L 121
the Bethel Meter Shop facility " Penelec 74
Occupancy charges related to Met-Ed JCP&L 66
the TMI-1 Circuit building
------
Total Met-Ed $ 5,592
======
Revenues associated with the Penelec GPU Telcom $ 1,488
use of company assets
Other Penelec Met-Ed 16
------
Total Penelec $ 1,504
======
Revenues associated with various MYR JCP&L 2,130
distribution projects
------
Total MYR $ 2,130
======
Note:
Excludes transactions included in the FirstEnergy's Semi-Annual Rule 24 filed on September 3, 2002 and May 1,
2003. (File no. 70-9793 and 70-9941)
57
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued)
Part I. (Continued)
A Mutual Assistance Agreement, approved by the Pennsylvania Public Utility
Commission by order dated December 15, 1993, between and among Met-Ed, Penelec,
JCP&L, GPUN and GPUS covering various affiliate transactions in goods and
services remains in effect at year-end.
Service Agreement, between GPUS and GPU AR dated as of June 30, 1997 covering
various affiliate transactions in goods and services remains in effect at
year-end.
Agreement between and among JCP&L, Met-Ed, Penelec, GPUS, GPU AR and GPU Telcom
dated as of April 25, 1997 covering various affiliate transactions in services
remains in effect at year-end.
Services provided by MYR to other system companies are performed pursuant to
individual, oral agreements rather than pursuant to written, ongoing contracts.
Part II.
None.
Part III.
None.
58
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
FirstEnergy Generation Corp. (GenCo)
------------------------------------
Part I.
(a) At December 31, 2002, FirstEnergy Solutions Corp. (FES) owned 100% of
GenCo, an Ohio corporation that operates fossil plants and the Seneca
pumped storage plant and sells all its output at wholesale prices to
FES.
(b) At December 31, 2002, FES had an investment of $(20,591,000) in GenCo.
(c) Ratio of debt to common equity - 16.52:1.
Accumulated earnings of GenCo - $2,387,640
(d) See (a) above
Part II.
An organizational chart showing the relationship of FES to GenCo is provided in
Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
GenCo as of and for the year ended December 31, 2002 are provided in Exhibit
I-1.
59
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------
GPU Power, Inc.
---------------
Part I.
(a) At December 31, 2002, FirstEnergy Corp. owned 100% of GPU Power, Inc., a
Delaware corporation established to make investments in EWGs, own and/or
operate eligible facilities and to engage in project development
activities for eligible facilities.
(b) At December 31, 2002, FirstEnergy had an investment of $87,859,973 in
GPU Power, Inc.
(c) Ratio of debt to common equity - Not applicable.
Accumulated earnings of GPU Power, Inc. - $5,872,819
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to other
EWGs in which it has an interest is provided in Exhibit H-2.
Filed pursuant to request for confidential treatment, consolidating financial
statements of GPU Power, Inc. as of and for the year ended December 31, 2002 are
provided in Exhibit I-1.
60
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------
EI Canada Holding Limited, EI Brooklyn Power Limited, EI Brooklyn Investments
Limited and EI Services Canada Limited
--------------------------------------------------------------------------------
Part I.
(a) At December 31, 2002, GPU Power, Inc. (GPU Power), through its
wholly-owned subsidiary EI Canada Holding Limited, owned 100% of EI
Services Canada Limited and EI Brooklyn Power Ltd. EI Brooklyn Power
Ltd. owns 100% of EI Brooklyn Investments Ltd.
(b) At December 31, 2002, GPU Power had an investment of $(177,669) in EI
Canada Holding Limited and subsidiaries.
(c) Ratio of debt to common equity of EI Canada Holding Limited and
subsidiaries - Not applicable
Accumulated losses of EI Canada Holding Limited and subsidiaries -
$10,530,026
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to EI Canada
Holding Limited and subsidiaries is provided in Exhibit H-2.
Filed pursuant to request for confidential treatment, financial statements of EI
Canada Holding Limited and subsidiaries as of and for the year ended December
31, 2002 are provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating
financial statements.
61
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------
Guaracachi America, Inc. and Empresa Guaracachi S.A.
----------------------------------------------------
Part I.
(a) At December 31, 2002, GPU Power, Inc., through its wholly-owned
subsidiary Guaracachi America, Inc., owned 50.00% of Empresa Guaracachi
S.A.
Empresa Guaracachi S.A. is a Bolivian corporation having three
facilities located in Bolivia in and around the cities of Santa Cruz,
Sucre and Potosi. It is an electric generating company having an
aggregate capacity of 295 megawatts.
(b) At December 31, 2002, FirstEnergy through its wholly-owned subsidiary
GPU Power, Inc., had an investment of $50,412,676 in Empresa Guaracachi
S.A.
(c) Ratio of debt to common equity of Empresa Guaracachi S.A. - .30:1
Accumulated earnings of Empresa Guaracachi S.A. - $7,289,166
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Empresa
Guaracachi S.A. is provided in Exhibit H-2.
Filed pursuant to request for confidential treatment, financial statements of
Empresa Guaracachi S.A. as of and for the year ended December 31, 2002 are
provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial
statements.
62
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------
EI Barranquilla, Inc. and Termobarranquilla S.A.
------------------------------------------------
Part I.
(a) At December 31, 2002, GPU Power, Inc., through its wholly-owned
subsidiary EI Barranquilla, Inc., owned a 28.6% interest in
Termobarranquilla S.A. Empresa de Servicios Publicos (TEBSA).
TEBSA consists of two gas-fired generating plants with an aggregate
capacity of 890 megawatts located near Barranquilla, Colombia.
Electricity generated by these plants will be sold to Corporacion
Electrica de la Costa Atlantica (Corelca) under a 20-year contract.
(b) As of December 31, 2002, GPU Power Inc. had an investment of $59,708,658
in TEBSA, which has been impaired to zero through purchase accounting
adjustments made at FirstEnergy.
As of December 31, 2002, a guarantee of amounts up to $21,250,000 was
made by FirstEnergy for the benefit of the Bankers Trust Company as
collateral agent on behalf of the Secured Parties in connection with the
obligations under certain loan agreements.
(c) Ratio of debt to common equity of TEBSA - .20:1
Accumulated earnings of TEBSA - Excluded from FirstEnergy's earnings due
to the impairment of the investment as noted in (b) above.
(d) See GPUI Colombia, Ltda. Item I, Part (d).
Part II.
An organization chart showing the relationship of GPU Power, Inc. to TEBSA is
provided in Exhibit H-2.
63
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------
Barranquilla Lease Holding, Inc. and Los Amigos Leasing Company, Ltd.
---------------------------------------------------------------------
Part I.
(a) At December 31, 2002, GPU Power, Inc., through its wholly-owned
subsidiary Barranquilla Lease Holding, Inc., owned a 100% interest in
Los Amigos Leasing Company, Ltd. (Leaseco).
Leaseco, which is a Bermuda corporation, had procured equipment to be
used by and leased to TEBSA. Pursuant to a lease agreement, Leaseco will
deliver certain non-Colombian equipment related to TEBSA, and TEBSA will
make lease payments equal to the interest and principal payments of
Leaseco.
(b) FirstEnergy, indirectly through its wholly-owned subsidiary GPU Power,
Inc., has invested $12,000 in Leaseco to capitalize the company.
(c) Ratio of debt to common equity of Leaseco - 21,384:1
Accumulated earnings of Leaseco - NONE
(d) Pursuant to the lease agreement, Leaseco will deliver certain
non-Colombian equipment related to the project to TEBSA during the
construction period. TEBSA will lease the imported equipment from
Leaseco during an interim lease term during the construction period and
subsequently during a 15 year basic lease term. During the interim lease
term, TEBSA will pay rent to Leaseco to reimburse it for certain
expenses, including interest incurred during construction. During the
basic lease term, TEBSA will make lease payments equal to the interest
and principal payments of Leaseco.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Leaseco
is provided in Exhibit H-2.
Filed pursuant to request for confidential treatment, financial statements of
Barranquilla Lease Holding, Inc. as of and for the year ended December 31, 2002
are provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial
statements.
Filed pursuant to request for confidential treatment, financial statements of
Leaseco as of and for the year ended December 31, 2002 are provided in Exhibit
I-1.
64
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------
EI International and GPUI Colombia, Ltda.
-----------------------------------------
Part I.
(a) At December 31, 2002, GPU Power, Inc., through its wholly-owned
subsidiary EI International, owned a 100% interest in GPUI Colombia,
Ltda.
GPUI Colombia, Ltda. has entered into an operation and maintenance (O&M)
agreement with TEBSA to provide management services to TEBSA over its
20-year contract with Corelca. Fees for these management services are in
accordance with the terms and conditions of the O&M agreement.
(b) At December 31, 2002, FirstEnergy indirectly through its wholly-owned
subsidiary GPU Power, Inc., had an investment of $1,866,123 in GPUI
Colombia, Ltda.
GPUI has guaranteed the obligations of GPU Power, Inc.'s subsidiaries,
GPUI Colombia, Ltda. and International Power Advisors, Inc. (the
Operators), under the O&M agreement in the TEBSA project. Pursuant to
the guarantee, GPUI has guaranteed the performance of the Operators, of
which the limit of liability is $5,825,000.
(c) Ratio of debt to common equity of GPUI Colombia, Ltda. - Not applicable.
Accumulated earnings of GPUI Colombia, Ltda. - $1,856,123.
(d) See (a) above.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to GPUI
Colombia, Ltda. is provided in Exhibit H-2.
Filed pursuant to request for confidential treatment, financial statements of
GPUI Colombia, Ltda. as of and for the year ended December 31, 2002 are provided
in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial statements.
65
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
----------------------------------
International Power Advisors, Inc.
----------------------------------
Part I.
(a) At December 31, 2002, GPU Power, Inc. owned 100% of International Power
Advisors, Inc. (IPA), a Delaware corporation established to provide
technical services to EWGs.
IPA has entered into an operation and maintenance (O&M) agreement with
TEBSA to provide technical services and technical assistance in the O&M
of the generating facilities of TEBSA. Fees for these services are in
accordance with the terms and conditions of the O&M agreement. This IPA
fee was cancelled in January 2002.
(b) At December 31, 2002, FirstEnergy, indirectly through its wholly-owned
subsidiary GPU Power, Inc, had an investment of $3,962,098 in IPA.
(c) Ratio of debt to common equity - Not applicable.
Accumulated earnings of IPA - $3,961,998
(d) See (a) above.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to IPA is
provided in Exhibit H-2.
Filed pursuant to request for confidential treatment, financial statements of
IPA as of and for the year ended December 31, 2002 are provided in Exhibit I-1
as part of GPU Power, Inc.'s consolidating financial statements.
66
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------
GPU Power Philippines, Inc. and Magellan Utilities Development Corporation
--------------------------------------------------------------------------
Part I.
(a) At December 31, 2002, GPU Power, Inc. through its wholly-owned
subsidiary, GPU Power Philippines, Inc. owned a 40% interest in Magellan
Utilities Development Corporation (MUDC).
MUDC, a Philippine corporation, has postponed the construction of a 300
MW coal generating plant on the south shore of Bantangas Bay,
Philippines, as a result of the devaluation of the Asian currency, a
delay in securing construction permits and lower than expected growth in
electricity demand.
The terms of a 25 year power purchase agreement with Manila Electric
Company have been renegotiated with an April 2004 in-service date.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to GPU Power Philippines, Inc. as of December 31, 2002.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to MUDC is
provided in Exhibit H-2.
Filed pursuant to request for confidential treatment, financial statements of
GPU Power Philippines, Inc. as of and for the year ended December 31, 2002 are
provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial
statements.
67
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO)):
--------------------------------
GPU Capital, Inc.
-----------------
Part I.
(a) At December 31, 2002, FirstEnergy owned 100% of GPU Capital, Inc., a
Delaware corporation established to make investments in FUCOs, own
and/or operate eligible facilities and to engage in project development
activities for eligible facilities.
(b) As of December 31, 2002, FirstEnergy has an investment of $184,222,553
in GPU Capital, Inc.
(c) Ratio of debt to common equity - Not applicable. Accumulated losses of
GPU Capital, Inc. - $96,412,763.
(d) None.
Part II:
An organizational chart showing the relationship of GPU Capital, Inc. to other
FUCO's in which it has an interest is provided in Exhibit H-3.
Filed pursuant to request for confidential treatment, consolidating financial
statements of GPU Capital, Inc. as of and for the year ended December 31, 2002
are provided in Exhibit I-1.
68
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO): (Continued)
--------------------------------
GPU Electric, Inc.
------------------
Part I.
(a) At December 31, 2002, GPU Capital, Inc. owned 100% of GPU Electric,
Inc., a Delaware corporation established to make investments in FUCOs,
own and/or operate eligible facilities and to engage in project
development activities for eligible facilities.
(b) FirstEnergy indirectly through its wholly owned subsidiary, GPU Capital,
Inc. has an investment of $191,469,699 in GPU Electric, Inc.
(c) Ratio of debt to common equity - Not applicable. Accumulated earnings -
$31,881,693
(d) None
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to other
FUCO's in which it has an interest is provided in Exhibit H-3.
Filed pursuant to request for confidential treatment, financial statements of
GPU Electric, Inc. as of and for the year ended December 31, 2002 are provided
in Exhibit I-1 as part of GPU Capital, Inc.'s consolidating financial
statements.
69
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO): (Continued)
--------------------------------
EI UK Holdings, Inc., Aquila Sterling Holdings LLC, Avon Energy
---------------------------------------------------------------
Partners Holdings and Midlands Electricity plc
----------------------------------------------
Part I.
(a) At December 31, 2002, GPU Electric, Inc. through its wholly-owned
subsidiary EI UK Holdings, Inc. (EIUK), own 20.1% voting interest of
Aquila Sterling Holdings, Inc. (ASH). ASH owned 100% of Avon Energy
Partners Holdings, which in turn owned 100% of Midlands Electricity,
plc.
Midlands is an English regional electric company which distributes
electricity to 2.3 million customers in England. Midlands is also
engaged in non-regulated activities, including electricity generation,
electricity contracting, metering services and related businesses.
(b) FirstEnergy indirectly through its wholly-owned subsidiary GPU Electric,
Inc., has an investment of approximately $13,813,489 million in ASH.
(c) Ratio of debt to common equity - not applicable.
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to
Midlands is provided in Exhibit H-3.
70
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO): (Continued)
--------------------------------
GPU Australia Holdings, Inc., and Austran Holdings, Inc.
--------------------------------------------------------
Part I:
(a) At December 31, 2001, GPU Electric, Inc. through its wholly-owned
subsidiary GPU Australia Holdings, Inc. (Australia Holdings) owned a
100% in Austran Holdings. On December 7, 2001, Australia Holdings sold
its investment in GPU GasNet Pty. Ltd. and subsidiaries through an
initial public offering generating net cash proceeds of $125 million.
(b) Not applicable.
(c) Ratio of debt to common equity - not applicable.
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to GPU
Australia Holdings, Inc. and Austran Holdings, Inc. is provided in Exhibit H-3.
71
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO): (Continued)
---------------------------------
GPU Argentina Holdings, Inc., GPU Argentina Services, Emdersa
-------------------------------------------------------------
Part I:
(a) At December 31, 2002, GPU Electric, Inc. owned a 100% interest in GPU
Argentina Holdings, Inc., which in turn owns 100% of GPU Argentina
Services, which in turn owns 100% of Emdersa. Emdersa is an Argentina
regional electric distribution company in the San Luis, La Rioja, and
Salta regions of Argentina. Emdersa conducts non-regulated activities,
including electricity generation, electricity contracting, metering
services and related businesses.
(b) At December 31, 2002, FirstEnergy indirectly through its wholly-owned
subsidiary GPU Electric, Inc., has an investment of approximately
($35,465,791) million in GPU Argentina Holdings, Inc.
(c) Ratio of debt to common equity of Emdersa - 1.81 : 1 Accumulated losses
of Emdersa - $87,476,558.
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to
Emdersa is provided in Exhibit H-3.
Filed pursuant to request for confidential treatment, financial statements of
GPU Argentina Holdings, Inc., GPU Argentina Services, and Emdersa as of and for
the year ended December 31, 2002 are provided in Exhibit I-1 as part of GPU
Capital, Inc.'s consolidating financial statements.
72
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
Part III.
FirstEnergy's aggregate investment in EWG's and FUCO's at December 31, 2002, was
as follows*:
EWG's: $945,860,000
FUCO's: $287,776,000
FirstEnergy's aggregate capital investment in domestic public utility subsidiary
companies at December 31, 2002 was approximately $11,011,627,000.
Ratio of FirstEnergy's aggregate investment of EWG's and FUCO's to GPU's
aggregate investment in domestic public utility subsidiary companies at December
31, 2002, was as follows:
EWG's: .08:1
FUCO's: .03:1
* Pursuant to Rule 53(a)(1)(i) under the Public Utility Holding Company
Act of 1935, aggregate investment as stated herein Part III includes all
amounts invested, or committed to be invested, in foreign utility
companies (FUCO) and exempt wholesale generators (EWG), for which there
is recourse, directly or indirectly, to the registered holding company.
73
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Page
Consolidating Financial Statements, Schedules and Notes -----
- Report of Independent Public Accountants. 75
- Consolidating Financial Statements of FirstEnergy Corp. 76-110
for 2002.
- Notes 1 through 12 to Consolidated Financial Statements incorporated
herein by reference, in Exhibit A (page 111), in the FirstEnergy Corp.
Annual Report on Form 10-K/A for 2002, filed on May 9, 2003.
- Notes 1 through 8 to Consolidated Financial Statements incorporated
herein by reference, in Exhibit A (page 111), in the Ohio Edison Company
Annual Report on Form 10-K for 2002.
- Notes 1 through 9 to Consolidated Financial Statements incorporated
herein by reference, in Exhibit A (page 111), in the The Cleveland
Electric Illuminating Company Annual Report on Form 10-K for 2002.
- Notes 1 through 9 to Consolidated Financial Statements incorporated
herein by reference, in Exhibit A (page 111), in the The Toledo Edison
Company Annual Report on Form 10-K for 2002.
- Notes 1 through 7 to Consolidated Financial Statements incorporated
herein by reference, in Exhibit A (page 111), in the Pennsylvania Power
Company Annual Report on Form 10-K for 2002.
- Notes 1 through 9 to Consolidated Financial Statements incorporated
herein by reference, in Exhibit A (page 111), in the Jersey Central
Power & Light Company Annual Report on Form 10-K for 2002.
- Notes 1 through 9 to Consolidated Financial Statements incorporated
herein by reference, in Exhibit A (page 111), in the Metropolitan Edison
Company Annual Report on Form 10-K for 2001.
- Notes 1 through 9 to Consolidated Financial Statements incorporated
herein by reference, in Exhibit A (page 111), in the Pennsylvania
Electric Company Annual Report on Form 10-K for 2002.
- Exhibits 111-184
74
Report of Independent Accountants
---------------------------------
To the Stockholders and Board of Directors of FirstEnergy Corp.:
In our opinion, the consolidated balance sheet and consolidated statement of
capitalization and the related consolidated statements of income, common
stockholders' equity, preferred stock, cash flows and taxes included in
FirstEnergy Corp.'s Annual Report on Form 10-K/A for the year ended December 31,
2002, which is incorporated by reference in this Form U5S, present fairly, in
all material respects, the financial position of FirstEnergy Corp. and
subsidiaries as of December 31, 2002, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
As discussed in Note 2(E) to the consolidated financial statements, the Company
changed its method of accounting for goodwill in 2002.
As discussed in Note 2(L) to the consolidated financial statements, the Company
has revised the presentation of its Consolidated Statement of Income for the
year ended December 31, 2002.
Our audit was conducted for the purpose of forming an opinion on the
consolidated financial statements taken as a whole. The supplementary
consolidating information in the accompanying Form U5S is presented for purposes
of additional analysis of the consolidated financial statements rather than to
present the financial position, results of operations and cash flows of the
individual companies. Accordingly, we do not express an opinion on the financial
position, results of operations and cash flows of the individual companies.
However, the supplementary consolidating information has been subjected to the
auditing procedures applied in the audit of the consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the consolidated financial statements taken as a whole.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2003, except as to Note 2(L) and Note 3,
which are as of May 9, 2003
75
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
FirstEnergy Ohio Cleveland Toledo
Holding Edison Electric Edison
ASSETS Company Consolidated Consolidated Consolidated
----------- ------------ ------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 287,994 $ 20,512 $ 30,382 $ 20,688
Receivables
Customers - 296,548 11,317 4,711
Associated companies 762,786 737,893 74,002 55,245
Other (39,666) 33,557 134,375 6,778
Notes receivable from associated companies 2,231,575 437,669 447 1,957
Material and supplies
Owned - 58,022 18,293 13,631
Under consignment - 19,753 38,094 22,997
Prepayments and other 23,366 11,804 4,217 3,455
----------- ---------- ----------- ----------
PROPERTY, PLANT AND EQUIPMENT:
In service - 4,989,056 4,045,465 1,600,860
Less--Accumulated provision for depreciation - (2,552,007) (1,824,884) (706,772
----------- ----------- ----------- ----------
- 2,437,049 2,220,581 894,088
Construction work in progress - 146,222 198,458 137,741
- 2,583,271 2,419,039 1,031,829
----------- ---------- ----------- ----------
INVESTMENTS:
Capital trust investments - 402,565 435,907 240,963
Nuclear plant decommissioning trusts - 293,190 230,527 174,514
Letter of credit collateralization - 277,763 - -
Notes receivable from associated companies - 358,152 102,978 162,159
Other 11,611,668 74,220 21,004 2,236
----------- ---------- ----------- ----------
11,611,668 1,405,890 790,416 579,872
----------- ---------- ----------- ----------
DEFERRED CHARGES:
Regulatory assets - 2,012,754 939,804 392,643
Goodwill - - 1,370,639 445,732
Accumulated Deferred Income Taxes Assets - - - -
Other 39,589 183,068 104,228 37,686
----------- ---------- ----------- ----------
39,589 2,195,822 2,414,671 876,061
----------- ---------- ----------- ----------
TOTAL ASSETS $14,917,312 $7,800,741 $ 5,935,253 $2,617,224
=========== ========== =========== ==========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison,
Jersey Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from
the respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the
consolidating financial statements.
76
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Thousands $)
American Jersey Metropolitan Pennsylvania
Transmission Central Edison Electric
ASSETS Systems, Inc. Power & Light Consolidated Consolidated
------------ ------------- ------------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 323 $ 4,823 $ 15,685 $ 10,310
Receivables
Customers 2,805 247,624 120,868 128,303
Associated companies 28,208 318 23,219 45,236
Other 7,654 20,134 18,235 16,184
Notes receivable from associated companies 43,483 77,358 - -
Material and supplies
Owned - 1,341 - -
Under consignment - - - -
Prepayments and other 126 37,719 9,731 2,551
----------- ---------- ----------- ----------
82,599 389,317 187,738 202,584
----------- ---------- ----------- ----------
PROPERTY, PLANT AND EQUIPMENT:
In service 1,253,919 3,478,803 1,620,613 1,844,999
Less--Accumulated provision for depreciation (641,053) (1,343,846) (547,925) (647,581)
----------- ---------- ----------- ----------
612,866 2,134,957 1,072,688 1,197,418
Construction work in progress 22,612 20,687 16,078 19,200
----------- ---------- ----------- ----------
635,478 2,155,644 1,088,766 1,216,618
----------- ---------- ----------- ----------
INVESTMENTS:
Capital trust investments - - - -
Nuclear plant decommissioning trusts - 106,820 155,690 88,818
Letter of credit collateralization - - - -
Notes receivable from associated companies - 20,333 12,418 15,515
Other - 167,940 19,206 119,306
----------- ---------- ----------- ----------
- 295,093 187,314 223,639
----------- ---------- ----------- ----------
DEFERRED CHARGES:
Regulatory assets - 3,199,012 1,179,125 599,663
Goodwill - 2,000,875 885,832 898,086
Accumulated Deferred Income Taxes Assets - - - 1,517
Other 34,942 12,814 36,030 21,147
----------- ---------- ----------- ----------
34,942 5,212,701 2,100,987 1,520,413
----------- ---------- ----------- ----------
TOTAL ASSETS $ $ 753,019 $8,052,755 $ 3,564,805 $3,163,254
=========== ========== =========== ==========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison,
Jersey Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from
the respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the
consolidating financial statements.
77
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
FirstEnergy FirstEnergy
Facilities FirstEnergy Nuclear
ASSETS Services Solutions Operating Co. MARBEL
---------- ---------- ------------ ---------
CURRENT ASSETS:
Cash and cash equivalents $ 23,818 $ 1,029 $ 18 $ 7,566
Receivables
Customers - 246,000 - -
Associated companies 1,430 258,292 243,030 2
Other 130,658 17,251 233 9,655
Notes receivable from associated companies - - 8,650 14,890
Material and supplies
Owned 8,137 90,012 - 101
Under consignment - 93,184 - -
Prepayments and other 2,680 68,397 1,986 177
---------- ---------- --------- ---------
166,723 774,165 253,917 32,391
---------- ---------- --------- ---------
PROPERTY, PLANT AND EQUIPMENT:
In service 482 641,533 - -
Less--Accumulated provision for depreciation (273) (16,776) - -
---------- ---------- --------- ---------
209 624,757 - -
Construction work in progress - 180,816 - -
---------- ---------- --------- ---------
209 805,573 - -
---------- ---------- --------- ---------
INVESTMENTS:
Capital trust investments - - - -
Nuclear plant decommissioning trusts - - - -
Letter of credit collateralization - - - -
Notes receivable from associated companies - - - -
Other 40,107 48,180 - 167,386
---------- ---------- --------- ---------
40,107 48,180 - 167,386
---------- ---------- --------- ---------
DEFERRED CHARGES:
Regulatory assets - - - -
Goodwill 196,490 25,360 - -
Accumulated Deferred Income Taxes Assets - 30,815 70,237 -
Other - 56,420 13,761 198
---------- ---------- --------- ---------
196,490 112,595 83,998 198
---------- ---------- --------- ---------
TOTAL ASSETS $ 403,529 $1,740,513 $ 337,915 $ 199,975
========== ========== ========= =========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison,
Jersey Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from
the respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the
consolidating financial statements.
78
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
FirstEnergy GPU
Ventures Advanced GPU
ASSETS Consolidated MYR Resources Power
------------ --------- --------- ---------
CURRENT ASSETS:
Cash and cash equivalents $ 3,209 $ 43,289 $ 1 $ 20,064
Receivables
Customers - 85,549 - -
Associated companies 13,406 198 2 -
Other 3,760 186 - 38,545
Notes receivable from associated companies 21,428 - 13,525 -
Material and supplies
Owned 4,464 - - 5,845
Under consignment - - - -
Prepayments and other 1,776 18,668 1 550
-------- --------- --------- ---------
48,043 147,890 13,529 65,004
-------- --------- --------- ---------
PROPERTY, PLANT AND EQUIPMENT:
In service 211,925 - - -
Less--Accumulated provision for depreciation (12,307) - - -
-------- --------- --------- ---------
199,618 - - -
Construction work in progress 1,320 - - -
-------- --------- --------- ---------
200,938 - - -
-------- --------- --------- ---------
INVESTMENTS:
Capital trust investments - - - -
Nuclear plant decommissioning trusts - - - -
Letter of credit collateralization - - - -
Notes receivable from associated companies - - - 2,000
Other 22,552 17,750 21 135,638
-------- --------- --------- ---------
22,552 17,750 21 137,638
-------- --------- --------- ---------
DEFERRED CHARGES:
Regulatory assets - - - -
Goodwill 68 63,136 - -
Accumulated Deferred Income Taxes Assets 2,084 10,448 - -
Other 3,472 - - 247,194
-------- --------- --------- ---------
5,624 73,584 - 247,194
-------- --------- --------- ---------
TOTAL ASSETS $277,157 $ 239,224 $ 13,550 $ 449,836
======== ========= ========= =========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison,
Jersey Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from
the respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the
consolidating financial statements.
79
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
GPU
GPU FirstEnergy License Diversified
ASSETS Capital Properties Holding Co. Holdings
---------- ----------- ---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 6,599 $ 101 $ - $ -
Receivables
Customers - - - -
Associated companies 1,104,898 12 1 78
Other 62,012 - - -
Notes receivable from associated companies - 24,419 - -
Material and supplies
Owned 423 - - -
Under consignment - - - -
Prepayments and other 697 4 1 -
---------- -------- ---- --------
1,174,629 24,536 2 78
---------- -------- ---- --------
PROPERTY, PLANT AND EQUIPMENT:
In service - 20,099 - -
Less--Accumulated provision for depreciation - (1,141) - -
---------- -------- ---- --------
- 18,958 - -
Construction work in progress - - - -
---------- -------- ---- --------
- 18,958 - -
---------- -------- ---- --------
INVESTMENTS:
Capital trust investments - - - -
Nuclear plant decommissioning trusts - - - -
Letter of credit collateralization - - - -
Notes receivable from associated companies - - - 4,250
Other 165,174 699 - 21,925
----------- -------- ---- --------
165,174 699 - 26,175
---------- -------- ---- --------
DEFERRED CHARGES:
Regulatory assets - - - -
Goodwill - - - -
Accumulated Deferred Income Taxes Assets 15,561 514 1 -
Other 57,971 58 - -
---------- -------- ---- --------
73,532 572 1 -
---------- -------- ---- --------
TOTAL ASSETS $1,413,335 $ 44,765 $ 3 $ 26,253
========== ======== ==== ========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison,
Jersey Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from
the respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the
consolidating financial statements.
80
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
GPU GPU FirstEnergy
Service Telecom Service
ASSETS Co. Services Co. Eliminations
--------- -------- ---------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 12,008 $ 107 $ (312,225) $ -
Receivables
Customers - - 9,762 (1)
Associated companies 298,347 - 1,118,207 (4,764,810)
Other 6,266 3,655 3,634 -
Notes receivable from associated companies - - 204 (2,875,605)
Material and supplies
Owned 50,228 2,550 - -
Under consignment - - - -
Prepayments and other 299 2,118 13,307 -
--------- -------- ---------- ------------
367,148 8,430 832,889 (7,640,416)
--------- -------- ---------- ------------
PROPERTY, PLANT AND EQUIPMENT:
In service 68,514 12,172 207,739 376,045
Less--Accumulated provision for depreciation (51,454) (335) (92,077) (112,996)
--------- -------- ---------- ------------
17,060 11,837 115,662 263,049
Construction work in progress - 874 115,008 -
--------- -------- ---------- ------------
17,060 12,711 230,670 263,049
--------- -------- ---------- ------------
INVESTMENTS:
Capital trust investments - - - -
Nuclear plant decommissioning trusts - - - 1
Letter of credit collateralization - - - -
Notes receivable from associated companies - - - (677,805)
Other 17,460 3,084 128,942 (11,865,624)
--------- -------- ---------- ------------
17,460 3,084 128,942 (12,543,428)
--------- -------- ---------- ------------
DEFERRED CHARGES:
Regulatory assets - - - -
Goodwill - - - 10,074
Accumulated Deferred Income Taxes Assets 339,385 16,205 34,993 (521,760)
Other 6,716 1,010 43,468 2,665
--------- -------- ---------- ------------
346,101 17,215 78,461 (509,021)
--------- -------- ---------- ------------
TOTAL ASSETS $ 747,769 $ 41,440 $1,270,962 $(20,429,816)
========= ======== ========== ============
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central
Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective annual
reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial statements.
81
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
FirstEnergy
Corp.
ASSETS Consolidated
------------
CURRENT ASSETS:
Cash and cash equivalents $ 196,301
Receivables
Customers 1,153,486
Associated companies -
Other 473,106
Notes receivable from associated companies -
Material and supplies
Owned 253,047
Under consignment 174,028
Prepayments and other 203,630
-----------
2,453,598
-----------
PROPERTY, PLANT AND EQUIPMENT:
In service 20,372,224
Less--Accumulated provision for depreciation (8,551,427)
-----------
11,820,797
Construction work in progress 859,016
-----------
12,679,813
-----------
INVESTMENTS:
Capital trust investments 1,079,435
Nuclear plant decommissioning trusts 1,049,560
Letter of credit collateralization 277,763
Notes receivable from associated companies -
Other 918,874
-----------
3,325,632
-----------
DEFERRED CHARGES:
Regulatory assets 8,323,001
Goodwill 5,896,292
Accumulated Deferred Income Taxes Assets -
Other 902,437
-----------
15,121,730
-----------
TOTAL ASSETS $33,580,773
===========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison,
Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan
Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.
82
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
FirstEnergy Ohio Cleveland Toledo
Holding Edison Electric Edison
LIABILITIES AND CAPITALIZATION Company Consolidated Consolidated Consolidated
------------ ------------ ------------ ------------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock $ - $ 563,267 $ 388,190 $ 189,355
Short-term borrowings 910,000 182,317 - -
Notes payable to associated companies - 225,345 288,583 149,653
Accounts payable
Other 1,637 18,015 14,583 8,638
Associated companies 2,258,570 145,981 267,664 171,862
Accrued taxes (80,737) 467,776 126,262 34,967
Other 47,016 102,091 116,091 73,609
----------- ----------- ----------- -----------
3,136,486 1,704,792 1,201,373 628,084
----------- ----------- ----------- -----------
CAPITALIZATION:
Common stockholders' equity 7,188,253 2,840,361 1,226,632 712,931
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption - 100,070 96,404 126,000
Subject to mandatory redemption - 13,500 5,021 -
Subsidiary-obligated mandatorily redeemable
preferred securities - - 100,000 -
Long-term debt 4,669,863 1,219,347 1,975,001 557,265
----------- ----------- ----------- -----------
11,858,116 4,173,278 3,403,058 1,396,196
----------- ----------- ----------- -----------
DEFERRED CREDITS:
Accumulated deferred income taxes (90,288) 1,016,680 659,044 223,087
Accumulated deferred investment tax credits - 86,465 72,125 29,491
Nuclear plant decommissioning costs - 292,353 239,720 180,856
Power purchase contract loss liability - - - -
Retirement benefits 1,277 247,531 171,968 82,553
Other 11,721 279,642 187,965 76,957
----------- ----------- ----------- -----------
(77,290) 1,922,671 1,330,822 592,944
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND CAPITALIZATION $14,917,312 $ 7,800,741 $ 5,935,253 $ 2,617,224
=========== =========== =========== ===========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
83
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
American Jersey Metropolitan Pennsylvania
Transmission Central Edison Electric
LIABILITIES AND CAPITALIZATION Systems, Inc. Power & Light Consolidated Consolidated
------------------------------------------------------------------------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock $ - $ 173,815 $ 60,467 $ 813
Short-term borrowings - - - -
Notes payable to associated companies 1,836 - 88,299 90,427
Accounts payable
Other 496 106,504 28,583 29,690
Associated companies 11,438 170,803 56,861 129,906
Accrued taxes 34,657 13,844 16,096 21,271
Other 2,895 139,569 28,138 21,104
--------- ---------- ---------- ----------
51,322 604,535 278,444 293,211
--------- ---------- ---------- ----------
CAPITALIZATION:
Common stockholders' equity 288,344 3,274,069 1,315,586 1,353,704
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption - 12,649 - -
Subject to mandatory redemption - - - -
Subsidiary-obligated mandatorily redeemable
preferred securities - 125,244 92,409 92,214
Long-term debt 334,138 1,210,446 538,790 470,274
--------- ---------- ---------- ----------
622,482 4,622,408 1,946,785 1,916,192
--------- ---------- ---------- ----------
DEFERRED CREDITS:
Accumulated deferred income taxes 22,591 691,721 316,757 -
Accumulated deferred investment tax credits 14,296 9,939 12,518 10,924
Nuclear plant decommissioning costs - 135,355 270,611 135,450
Power purchase contract loss liability - 1,710,968 660,507 765,063
Retirement benefits 1,424 2,027 1,354 1,041
Other 40,904 275,802 77,829 41,373
--------- ---------- ---------- ----------
79,215 2,825,812 1,339,576 953,851
--------- ---------- ---------- ----------
TOTAL LIABILITIES AND CAPITALIZATION $ 753,019 $8,052,755 $3,564,805 $3,163,254
========= ========== ========== ==========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
84
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
FirstEnergy FirstEnergy
Facilities FirstEnergy Nuclear
LIABILITIES AND CAPITALIZATION Services Solutions Operating Co. Marbel
---------- ---------- ------------- ---------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock $ 1,057 $ - $ - $ -
Short-term borrowings 500 - - -
Notes payable to associated companies 24,712 815,462 - -
Accounts payable
Other 57,938 343,244 140,411 8,198
Associated companies (657) 162,179 54,578 11,051
Accrued taxes 4,557 11,254 9,072 4,383
Other 24,284 87,053 47,401 434
--------- ---------- --------- ----------
112,391 1,419,192 251,462 24,066
--------- ---------- --------- ----------
CAPITALIZATION:
Common stockholders' equity 268,289 (142,596) (46,536) 145,997
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption - - - -
Subject to mandatory redemption - - - -
Subsidiary-obligated mandatorily redeemable
preferred securities - - - -
Long-term debt 12,148 340,258 - -
--------- ---------- --------- ----------
280,437 197,662 (46,536) 145,997
--------- ---------- --------- ----------
DEFERRED CREDITS:
Accumulated deferred income taxes 3,527 - - 29,150
Accumulated deferred investment tax credits - - - -
Nuclear plant decommissioning costs - - - -
Power purchase contract loss liability - - - -
Retirement benefits - 100,554 132,989 -
Other 7,174 23,105 - 762
--------- ---------- --------- ----------
10,701 123,659 132,989 29,912
--------- ---------- --------- ----------
TOTAL LIABILITIES AND CAPITALIZATION $ 403,529 $1,740,513 $ 337,915 $ 199,975
========= ========== ========= =========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
85
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
FirstEnergy GPU
Ventures Advanced GPU
LIABILITIES AND CAPITALIZATION Consolidated MYR Resources Power
------------ --------- --------- ---------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock $ 2,762 $ - $ - $ 221,388
Short-term borrowings - - - -
Notes payable to associated companies 8,294 - - -
Accounts payable
Other 201 14,722 355 1,490
Associated companies 2,206 110 12 58
Accrued taxes 296 4,937 96 (4,215)
Other 3,256 54,646 38 78,190
--------- --------- -------- ---------
17,015 74,415 501 296,911
--------- --------- -------- ---------
CAPITALIZATION:
Common stockholders' equity 115,914 158,780 12,825 87,860
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption - - - -
Subject to mandatory redemption - - - -
Subsidiary-obligated mandatorily redeemable
preferred securities - - - -
Long-term debt 141,100 - - 17,436
--------- --------- -------- ---------
257,014 158,780 12,825 105,296
--------- --------- -------- ---------
DEFERRED CREDITS:
Accumulated deferred income taxes - 5,809 74 11,693
Accumulated deferred investment tax credits - - - -
Nuclear plant decommissioning costs - - - -
Power purchase contract loss liability - - - -
Retirement benefits - - - -
Other 3,128 220 150 35,936
--------- --------- -------- ---------
3,128 6,029 224 47,629
--------- --------- -------- ---------
TOTAL LIABILITIES AND CAPITALIZATION $ 277,157 $ 239,224 $ 13,550 $ 449,836
========= ========= ======== =========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
86
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
GPU
GPU FirstEnergy License Diversified
LIABILITIES AND CAPITALIZATION Capital Properties Holding Co. Holdings
---------- ----------- ----------- -----------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock $ 101,468 $ 240 $ - $ -
Short-term borrowings - - - -
Notes payable to associated companies 1,073,894 - - -
Accounts payable
Other 4,579 33 - -
Associated companies 5,953 80 (72) -
Accrued taxes 27,166 2,537 33 (298)
Other 5,840 - - -
---------- -------- --- -------
1,218,900 2,890 (39) (298)
---------- -------- --- -------
CAPITALIZATION:
Common stockholders' equity 184,222 32,437 42 26,639
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption - - - -
Subject to mandatory redemption - - - -
Subsidiary-obligated mandatorily redeemable
preferred securities - - - -
Long-term debt - 9,438 - -
---------- -------- --- -------
184,222 41,875 42 26,639
---------- -------- --- -------
DEFERRED CREDITS:
Accumulated deferred income taxes - - - (88)
Accumulated deferred investment tax credits - - - -
Nuclear plant decommissioning costs - - - -
Power purchase contract loss liability - - - -
Retirement benefits - - - -
Other 10,213 - - -
---------- -------- --- -------
10,213 - - (88)
---------- -------- --- -------
TOTAL LIABILITIES AND CAPITALIZATION $1,413,335 $ 44,765 $ 3 $26,253
========== ======== === =======
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
87
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
GPU GPU FirstEnergy
Service Telecom Service
LIABILITIES AND CAPITALIZATION Co. Services Co. Eliminations
--------- --------- ----------- ------------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock $ - $ - $ - $ -
Short-term borrowings - - - -
Notes payable to associated companies - 20,331 88,768 (2,875,604)
Accounts payable
Other 86,869 6,300 45,782 -
Associated companies 35,465 6,400 1,021,823 (4,512,271)
Accrued taxes 3,686 8,591 2,487 (252,540)
Other 128,627 20,823 19,327 (17)
--------- -------- ---------- ------------
254,647 62,445 1,178,187 (7,640,432)
--------- -------- ---------- ------------
-
-
CAPITALIZATION:
Common stockholders' equity (225,477) (21,005) (81,153) (11,596,069)
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption - - - -
Subject to mandatory redemption - - - -
Subsidiary-obligated mandatorily redeemable
preferred securities - - - -
Long-term debt 48,266 - - (671,554)
--------- -------- ---------- ------------
(177,211) (21,005) (81,153) (12,267,623)
--------- -------- ---------- ------------
DEFERRED CREDITS:
-
-
Accumulated deferred income taxes - - - (521,760)
Accumulated deferred investment tax credits - - - -
Nuclear plant decommissioning costs - - - (1)
Power purchase contract loss liability - - - -
Retirement benefits 648,367 - 173,845 -
Other 21,966 - 83 -
--------- -------- ---------- ------------
670,333 - 173,928 (521,761)
--------- -------- ---------- ------------
TOTAL LIABILITIES AND CAPITALIZATION $ 747,769 $ 41,440 $1,270,962 $(20,429,816)
========= ======== ========== ============
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
88
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(In thousands $)
FirstEnergy
Corp.
LIABILITIES AND CAPITALIZATION Consolidated
------------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock $ 1,702,822
Short-term borrowings 1,092,817
Notes payable to associated companies -
Accounts payable
Other 918,268
Associated companies -
Accrued taxes 456,178
Other 1,000,415
-----------
5,170,500
-----------
CAPITALIZATION:
Common stockholders' equity 7,120,049
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption 335,123
Subject to mandatory redemption 18,521
Subsidiary-obligated mandatorily redeemable
preferred securities 409,867
Long-term debt 10,872,216
-----------
18,755,776
-----------
DEFERRED CREDITS:
Accumulated deferred income taxes 2,367,997
Accumulated deferred investment tax credits 235,758
Nuclear plant decommissioning costs 1,254,344
Power purchase contract loss liability 3,136,538
Retirement benefits 1,564,930
Other 1,094,930
-----------
9,654,497
-----------
TOTAL LIABILITIES AND CAPITALIZATION $33,580,773
===========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison,
Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan
Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.
89
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2002
(In thousands $)
Ohio Cleveland Toledo American
Edison Electric Edison Transmission
Consolidated Consolidated Consolidated Systems, Inc.
------------ ------------ ------------ -------------
REVENUES $ 3,059,140 $ 1,887,879 $ 1,029,092 $ 197,285
EXPENSES:
Fuel and purchased power 986,737 587,108 366,932 -
Purchased gas - - - -
Other operating expenses 752,911 568,569 441,814 65,288
Provision for depreciation and amortization 371,896 141,437 93,709 29,445
General taxes 177,021 147,804 53,223 35,482]
----------- ----------- ----------- ---------
Total expenses 2,288,565 1,444,918 955,678 130,215
----------- ----------- ----------- ---------
EQUITY IN SUBSIDIARY EARNINGS - - - -
----------- ----------- ----------- ---------
CUMULATIVE ADJUSTMENT (A) - - - -
----------- ----------- ----------- ---------
INCOME BEFORE INTEREST AND INCOME TAXES 770,575 442,961 73,414 67,070
NET INTEREST CHARGES:
Interest expense 133,721 180,602 57,672 26,138
Capitalized interest (3,639) (4,331) (2,502) (1,676)
Subsidiaries' preferred stock dividends 10,449 8,900 - -
----------- ----------- ----------- ---------
Net interest charges 140,531 185,171 55,170 24,462
----------- ----------- ----------- ---------
INCOME TAXES 266,561 101,844 4,907 16,735
----------- ----------- ----------- ---------
NET INCOME 363,483 155,946 13,337 25,873
PREFERRED STOCK
DIVIDEND REQUIREMENTS 6,510 17,390 11,356 -
----------- ----------- ----------- ---------
EARNINGS AVAILABLE FOR COMMON $ 356,973 $ 138,556 $ 1,981 $ 25,873
=========== =========== =========== =========
NOTE: (A) See Note 2(l) of Notes to Consolidated Financial Statements included in FirstEnergy's 2002 Annual Report to
Shareholders, as revised
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
90
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2002
(In thousands $)
Jersey Metropolitan Pennsylvania FirstEnergy
Central Edison Electric Facilities
Power & Light Consolidated Consolidated Services
------------- ------------ ------------- -----------
REVENUES $2,351,467 $ 1,029,535 $ 1,036,104 $ 530,672
EXPENSES:
Fuel and purchased power 1,248,012 604,305 649,725 -
Purchased gas - - - -
Other operating expenses 277,930 119,631 135,421 516,035
Provision for depreciation and amortization 244,759 81,419 61,477 6,882
General taxes 56,049 66,795 65,301 8
---------- ----------- ----------- ---------
Total expenses 1,826,750 872,150 911,924 522,925
---------- ----------- ----------- ---------
EQUITY IN SUBSIDIARY EARNINGS - - - -
---------- ----------- ----------- ---------
CUMULATIVE ADJUSTMENT (A) - - - -
---------- ----------- ----------- ---------
INCOME BEFORE INTEREST AND INCOME TAXES 524,717 157,385 124,180 7,747
NET INTEREST CHARGES:
Interest expense 80,856 42,700 31,520 2,521
Capitalized interest (583) (470) (52) -
Subsidiaries' preferred stock dividends 10,694 7,559 7,554 -
---------- ----------- ----------- ---------
Net interest charges 90,967 49,789 39,022 2,521
---------- ---------- ----------- ---------
INCOME TAXES 181,855 44,372 34,248 2,553
---------- ----------- ----------- ---------
NET INCOME 251,895 63,224 50,910 2,673
PREFERRED STOCK
DIVIDEND REQUIREMENTS (1,464) - - -
---------- ----------- ----------- ---------
EARNINGS AVAILABLE FOR COMMON $ 253,359 $ 63,224 $ 50,910 $ 2,673
========== =========== =========== =========
NOTE:(A) See Note 2(l) of Notes to Consolidated Financial Statements included in FirstEnergy's 2002 Annual Report to
Shareholders, as revised.
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
91
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2002
(In thousands $)
FirstEnergy FirstEnergy
FirstEnergy Nuclear Ventures
Solutions Operating Co. MARBEL Consolidated
------------- ------------ --------- ------------
REVENUES $ 3,675,464 $ 50,185 $ 26,249 $ 33,071
EXPENSES:
Fuel and purchased power 2,157,611 - - -
Purchased gas 631,812 - 5,604 -
Other operating expenses 834,768 49,458 2,689 28,882
Provision for depreciation and amortization 20,682 - 757 10,377
General taxes 20,319 535 617 376
----------- -------- -------- --------
Total expenses 3,665,192 49,993 9,667 39,635
----------- -------- -------- --------
EQUITY IN SUBSIDIARY EARNINGS - - - -
----------- -------- -------- --------
CUMULATIVE ADJUSTMENT (A) - - - -
----------- -------- -------- --------
INCOME BEFORE INTEREST AND INCOME TAXES 10,272 192 16,582 (6,564)
NET INTEREST CHARGES:
Interest expense 43,791 241 39 9,979
Capitalized interest (8,530) - 736 (461)
Subsidiaries' preferred stock dividends - - - -
----------- -------- -------- --------
Net interest charges 35,261 241 775 9,518
----------- -------- -------- --------
INCOME TAXES 908 1,775 6,527 (6,346)
----------- -------- -------- --------
NET INCOME (25,897) (1,824) 9,280 (9,736)
PREFERRED STOCK
DIVIDEND REQUIREMENTS - - - -
----------- -------- -------- --------
EARNINGS AVAILABLE FOR COMMON $ (25,897) $ (1,824) $ 9,280 $ (9,736)
=========== ======== ======== ========
NOTE:(A) See Note 2(l) of Notes to Consolidated Financial Statements included in FirstEnergy's 2002 Annual Report to
Shareholders, as revised.
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
92
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2002
(In thousands $)
GPU
Advanced GPU GPU
MYR Resources Capital Power
--------- --------- --------- --------
REVENUES $ 521,195 $ 564 $ 278,449 $ 60,582
EXPENSES:
Fuel and purchased power - 115 - 11,086
Purchased gas - - - -
Other operating expenses 510,988 390 173,406 12,306
Provision for depreciation and amortization 1,648 2 807 5,848
General taxes - - - -
--------- ----- --------- --------
Total expenses 512,636 507 174,213 29,240
--------- ----- --------- --------
EQUITY IN SUBSIDIARY EARNINGS - - - -
--------- ----- --------- --------
CUMULATIVE ADJUSTMENT (A) - - (93,723) -
--------- ----- --------- --------
INCOME BEFORE INTEREST AND INCOME TAXES 8,559 57 10,513 31,342
NET INTEREST CHARGES:
Interest expense - 1 115,181 22,541
Capitalized interest - - - -
Subsidiaries' preferred stock dividends - - - -
--------- ----- --------- --------
Net interest charges - 1 115,181 22,541
--------- ----- --------- --------
INCOME TAXES 3,015 31 (11,893) 4,602
--------- ----- --------- --------
NET INCOME 5,544 25 (92,775) 4,199
PREFERRED STOCK
DIVIDEND REQUIREMENTS - - - -
--------- ----- --------- --------
EARNINGS AVAILABLE FOR COMMON $ 5,544 $ 25 $ (92,775) $ 4,199
========= ===== ========= ========
NOTE: (A) See Note 2(l) of Notes to Consolidated Financial Statements included in FirstEnergy's 2002 Annual Report to
Shareholders, as revised.
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
93
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2002
(In thousands $)
GPU GPU
GPU GPU
FirstEnergy License Diversified Service
Properties Holding Co. Holdings Co.
----------- ----------- ----------- -------
REVENUES $ 2,710 $ 125 $ (183) $692,798
EXPENSES:
Fuel and purchased power - - - -
Purchased gas - - - -
Other operating expenses 1,006 27 55 643,909
Provision for depreciation and amortization 268 - - 5,125
General taxes 216 - - 28,881
------- ----- ------ --------
Total expenses 1,490 27 55 677,915
------- ----- ------ --------
EQUITY IN SUBSIDIARY EARNINGS - - - -
------- ----- ------ --------
CUMULATIVE ADJUSTMENT (A) - - - -
------- ----- ------ --------
INCOME BEFORE INTEREST AND INCOME TAXES 1,220 98 (238) 14,883
NET INTEREST CHARGES:
Interest expense 799 - - 2,532
Capitalized interest - - - -
Subsidiaries' preferred stock dividends - - - -
------- ----- ------ --------
Net interest charges 799 - - 2,532
------- ----- ------ --------
INCOME TAXES 163 41 (89) 12,351
------- ----- ------ --------
NET INCOME 258 57 (149) -
PREFERRED STOCK
DIVIDEND REQUIREMENTS - - - -
------- ----- ------ --------
EARNINGS AVAILABLE FOR COMMON $ 258 $ 57 $ (149) $ -
======= ===== ====== ========
NOTE: (A) See Note 2(l) of Notes to Consolidated Financial Statements included in FirstEnergy's 2002 Annual Report to
Shareholders, as revised
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
94
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2002
(In thousands $)
GPU FirstEnergy FirstEnergy Eliminations
Telecom Service Holding and
Services Co. Co. Adjustments
-------- ----------- ----------- ------------
REVENUES $ 23,326 $ 415,543 $ 105,132 $(4,758,983)
EXPENSES:
Fuel and purchased power - - - (2,938,021)
Purchased gas - - - (45,300)
Other operating expenses 15,367 369,835 48,422 (1,595,326)
Provision for depreciation and amortization 337 34,154 - (5,125)
General taxes 113 9,873 - (12,284)
-------- --------- --------- -----------
Total expenses 15,817 413,862 48,422 (4,596,056)
-------- --------- --------- -----------
EQUITY IN SUBSIDIARY EARNINGS - - 786,598 (786,598)
-------- --------- --------- -----------
CUMULATIVE ADJUSTMENT (A) - - - -
-------- --------- --------- -----------
INCOME BEFORE INTEREST AND INCOME TAXES 7,509 1,681 843,308 (949,525)
NET INTEREST CHARGES:
Interest expense 1,194 10,117 316,757 (167,793)
Capitalized interest (660) (2,306) - -
Subsidiaries' preferred stock dividends - - - 33,791
-------- --------- --------- -----------
Net interest charges 534 7,811 316,757 (134,002)
-------- --------- --------- -----------
INCOME TAXES 2,908 (6,130) (92,655) (5,207)
-------- --------- --------- -----------
NET INCOME 4,067 - 619,206 (810,316)
PREFERRED STOCK
DIVIDEND REQUIREMENTS - - - (33,792)
-------- --------- --------- -----------
EARNINGS AVAILABLE FOR COMMON $ 4,067 $ - $ 619,206 $ (776,524)
======== ========= ========= ===========
NOTE: (A) See Note 2(l) of Notes to Consolidated Financial Statements included in FirstEnergy's 2002 Annual Report to
Shareholders, as revised.
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
95
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2002
(In thousands $)
FirstEnergy
Corp.
Consolidated
------------
REVENUES $ 12,247,401
EXPENSES:
Fuel and purchased power 3,673,610
Purchased gas 592,116
Other operating expenses 3,973,781
Provision for depreciation and amortization 1,105,904
General taxes 650,329
------------
Total expenses 9,995,740
------------
EQUITY IN SUBSIDIARY EARNINGS -
------------
CUMULATIVE ADJUSTMENT (A) (93,723)
------------
INCOME BEFORE INTEREST AND INCOME TAXES 2,157,938
NET INTEREST CHARGES:
Interest expense 911,109
Capitalized interest (24,474)
Subsidiaries' preferred stock dividends 78,947
------------
Net interest charges 965,582
------------
INCOME TAXES 563,076
------------
NET INCOME 629,280
PREFERRED STOCK
DIVIDEND REQUIREMENTS -
------------
EARNINGS AVAILABLE FOR COMMON $ 629,280
============
NOTE: (A) See Note 2(l) of Notes to Consolidated Financial Statements included
in FirstEnergy's 2002 Annual Report to Shareholders, as revised
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison,
Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan
Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.
96
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2002
(In thousands $)
FirstEnergy Ohio Cleveland Toledo
Holding Edison Electric Edison
Company Consolidated Consolidated Consolidated
----------- ------------ ------------ ------------
RETAINED EARNINGS:
Balance - Beginning of Period $ 1,521,805 $ 572,272 $ 150,183 $ 113,436
Net Income 629,280 363,483 155,946 13,337
----------- --------- --------- ---------
Subtotal 2,151,085 935,755 306,129 126,773
Common Stock Dividends Declared (439,628) (121,900) - (5,600)
Preferred Stock Dividends Declared - (6,510) (12,665) (10,057)
Other - - (4,743) (1,299)
----------- --------- --------- ---------
Balance - End of Period $ 1,711,457 $ 807,345 $ 288,721 $ 109,817
=========== ========= ========= =========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period $ (169,003) $ - $ - $ -
Net Changes (494,233) (65,713) (44,051) (21,115)
----------- --------- --------- ---------
Balance - End of Period $ (663,236) $ (65,713) $ (44,051) $ (21,115)
=========== ========= ========= =========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating
financial statements.
97
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2002
(In thousands $)
American Jersey Metropolitan Pennsylvania
Transmission Central Edison Electric
Systems, Inc. Power & Light Consolidated Consolidated
------------ ------------- ------------ ------------
RETAINED EARNINGS:
Balance - Beginning of Period $ 24,662 $ 29,343 $ 14,617 $ 10,795
Net Income 25,873 251,895 63,224 50,910
--------- -------- -------- --------
Subtotal 50,535 281,238 77,841 61,705
Common Stock Dividends Declared (39,800) (190,700) (60,000) (29,000)
Preferred Stock Dividends Declared - 1,465 - -
Other - - - -
--------- -------- -------- --------
Balance - End of Period $ 10,735 $ 92,003 $ 17,841 $ 32,705
========= ======== ========= ========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period $ - $ (472) $ 11 $ 1,779
Net Changes (374) (393) (50) (1,848)
--------- -------- -------- --------
Balance - End of Period $ (374) $ (865) $ (39) $ (69)
========= ======== ========= ========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating
financial statements.
98
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2002
(In thousands $)
FirstEnergy FirstEnergy
Facilities FirstEnergy Nuclear
Services Solutions Operating Co. Marbel
----------- ----------- ------------ --------
RETAINED EARNINGS:
Balance - Beginning of Period $ 18,448 $ (120,411) $ (9,735) $ 15,791
Net Income 2,673 (25,897) (1,824) 9,280
-------- ---------- -------- --------
Subtotal 21,121 (146,308) (11,559) 25,071
Common Stock Dividends Declared - - - -
Preferred Stock Dividends Declared - - - -
Other - - - -
-------- ---------- -------- --------
Balance - End of Period $ 21,121 $ (146,308) $(11,559) $ 25,071
======== ========== ======== ========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period $ - $ (45,274) $ - $ 6,944
Net Changes - 33,319 (34,976) (12,496)
-------- ---------- -------- --------
Balance - End of Period $ - $ (11,955) $ 34,976) $ (5,552)
======== ========== ======== ========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating
financial statements.
99
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2002
(In thousands $)
FirstEnergy GPU
Ventures Advanced GPU
Consolidated MYR Resources Power
------------ ------- --------- -------
RETAINED EARNINGS:
Balance - Beginning of Period $ 10,899 $ 3,237 $ (221) $ 1,675
Net Income (9,736) 5,544 25 4,199
---------- ---------- ------ -------
Subtotal 1,163 8,781 (196) 5,874
Common Stock Dividends Declared - - - -
Preferred Stock Dividends Declared - - - -
Other - - - -
---------- ---------- ------ -------
Balance - End of Period $ 1,163 $ 8,781 $ (196) $ 5,874
========== ========== ====== =======
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period $ - $ - $ - $ (1)
Net Changes - - - 98
---------- ---------- ------ -------
Balance - End of Period $ - $ - $ - $ 97
========== ========== ====== =======
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating
financial statements.
100
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2002
(In thousands $)
GPU
GPU FirstEnergy License Diversified
Capital Properties Holding Co. Holdings
--------- ------------ ---------- -----------
RETAINED EARNINGS:
Balance - Beginning of Period $ (3,638) $ 3,138 $ (14) $ (68)
Net Income (92,775) 258 57 (149)
--------- ------- ----- -----
Subtotal (96,413) 3,396 43 (217)
Common Stock Dividends Declared - - - -
Preferred Stock Dividends Declared - - - -
Other - - - -
-------- ------- ----- -----
Balance - End of Period $(96,413) $ 3,396 $ 43 $(217)
========= ======= ===== -----
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period $ - $ - $ - $ 149
Net Changes (91,461) - - (470)
-------- ------- ----- -----
Balance - End of Period $(91,461) $ - $ - $(321)
======== ======= ===== =====
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating
financial statements.
101
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2002
(In thousands $)
GPU GPU FirstEnergy
Service Telecom Service
Co. Services Co. Eliminations
---------- -------- ----------- ------------
RETAINED EARNINGS:
Balance - Beginning of Period $ - $ (1,212) $ 2,595 $ (835,792)
Net Income - 4,067 - (820,390)
---------- -------- --------- -----------
Subtotal - 2,855 2,595 (1,656,182)
Common Stock Dividends Declared - - - 447,000
Preferred Stock Dividends Declared - - - 27,767
Other - - - 6,042
---------- -------- --------- -----------
Balance - End of Period $ - $ 2,855 $ 2,595 $(1,175,373)
========== ======== ========= ===========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period $ - $ - $ 633 $ 36,231
Net Changes (225,577) - (43,523) 508,630
---------- -------- --------- -----------
Balance - End of Period $ (225,577) $ - $ (42,890) $ 544,861
========== ======== ========= ===========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating
financial statements.
102
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2002
(In thousands $)
FirstEnergy
Corp.
Consolidated
------------
RETAINED EARNINGS:
Balance - Beginning of Period $1,521,805
Net Income 629,280
----------
Subtotal 2,151,085
Common Stock Dividends Declared (439,628)
Preferred Stock Dividends Declared -
Other -
----------
Balance - End of Period $1,711,457
==========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period (169,003)
Net Changes (494,233)
----------
Balance - End of Period $ (663,236)
==========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison,
Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan
Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.
103
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2002
(In thousands $)
Ohio Cleveland Toledo American
Edison Electric Edison Transmission
Consolidated Consolidated Consolidated Systems, Inc.
------------ ------------ ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 363,483 $ 155,946 $ 13,337 $ 25,875
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization 371,896 141,437 93,710 29,445
Nuclear fuel and lease amortization 47,597 21,044 11,866 -
Other amortization, net - (15,008) - -
Undistributed subsidiary earnings - - - -
Deferred costs recoverable as regulatory assets - - - -
Avon investment impairment - - - -
Deferred income taxes, net (56,136) 19,973 (5,868) 9,052
Investment tax credits, net (15,026) (4,062) (1,851) (757)
Cumulative adjustment - - - -
Receivables (45,084) (27,159) 13,564 8,500
Materials and supplies (9,930) (7,624) (5,582) -
Accounts payable 33,393 170,452 99,122 5,213
Other 367,008 (137,844) (62,760) 5,161
---------- --------- --------- --------
Net cash provided from operating activities 1,057,201 317,155 155,538 82,489
---------- --------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Common stock - 50,000 100,000 -
Long-term debt 14,500 106,981 19,580 -
Short-term borrowings, net 161,836 190,879 132,445 134
Redemptions and repayments-
Common stock - - - -
Preferred stock (220,750) (164,674) (85,299) -
Long-term debt (425,742) (309,480) (180,368) -
Dividend payments
Common stock (121,900) - (5,600) (39,800)
Preferred stock (6,510) (13,782) (10,057) -
---------- --------- --------- --------
Net cash provided from (used for)
financing activities (598,566) (140,076) (29,299) (39,666)
---------- --------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (148,967) (163,199) (105,510) (29,709)
Proceeds from sale of Midlands - - - -
Avon cash & cash equivalents - - - -
Net assets held for sale - - - -
Cash investments 25,717 39,636 21,168 -
Affiliated company transactions (327,876) 415 5,838 (19,242)
Other 8,415 (23,845) (27,349) 6,450
---------- --------- --------- --------
Net cash provided from (used for)
investing activities (442,711) (146,993) (105,853) (42,501)
---------- --------- --------- --------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 15,924 $ 30,086 $ 20,386 $ 322
========== ========= ========= ========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
104
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2002
(In thousands $)
Jersey Metropolitan Pennsylvania FirstEnergy
Central Edison Electric Facilities
Power & Light Consolidated Consolidated Services
------------- ------------ ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 251,895 $ 63,224 $ 50,910 $ 2,673
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization 244,759 81,419 61,476 6,882
Nuclear fuel and lease amortization - - - -
Other amortization, net 849 (2,528) 94 -
Undistributed subsidiary earnings - - - -
Deferred costs recoverable as regulatory assets (285,065) (18,938) (58,953) -
Avon investment impairment - - - -
Deferred income taxes, net 115,866 23,356 11,893 3,225
Investment tax credits, net (3,551) (792) (1,032) -
Cumulative adjustment - - - -
Receivables (14,542) (24,672) (27,509) 15,700
Materials and supplies 7 - - (542)
Accounts payable 16,399 (18,657) (5,514) (4,739)
Other (17,642) (538) 7,947 (3,029)
--------- -------- --------- -------
Net cash provided from operating activities 308,975 101,874 39,312 20,17
--------- -------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Common stock - - - -
Long-term debt 318,106 49,750 - -
Short-term borrowings, net (18,149) 16,288 12,804 (8,071)
Redemptions and repayments-
Common stock - - - -
Preferred stock (51,500) - - -
Long-term debt (196,033) (60,000) (49,973) (2,530)
Dividend payments
Common stock (190,700) (60,000) (29,000) -
Preferred stock (2,125) - - -
--------- -------- --------- -------
Net cash provided from (used for)
financing activities (140,401) (53,962) (66,169) (10,601)
--------- -------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (97,346) (44,533) (50,671) (3,557)
Proceeds from sale of Midlands - - - -
Avon cash & cash equivalents - - - -
Net assets held for sale - - - -
Cash investments - - - -
Affiliated company transactions (77,358) - - -
Other (20,471) (12,968) 48,805 (502)
--------- -------- --------- -------
Net cash provided from (used for)
investing activities (195,175) (57,501) (1,866) (4,059)
--------- -------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ (26,601) $ (9,589) $ (28,723) $ 5,510
========= ======== ========= =======
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
105
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2002
(In thousands $)
FirstEnergy FirstEnergy
FirstEnergy Nuclear Ventures
Solutions Operating Co. MARBEL Consolidated
----------- ------------ -------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ (25,896) $ (1,825) $ 9,281 $(9,738)
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization 20,682 - 757 10,377
Nuclear fuel and lease amortization - - - -
Other amortization, net - - - -
Undistributed subsidiary earnings - - - -
Deferred costs recoverable as regulatory assets - - - -
Avon investment impairment - - - -
Deferred income taxes, net 7,795 (19,326) 8,458 (1,105)
Investment tax credits, net - - - -
Cumulative adjustment - - - -
Receivables (195,034) (136,935) (508) (6,949)
Materials and supplies (13,198) - 6 (3,292)
Accounts payable 205,462 112,996 (8,976) 456
Other 119,975 51,745 (1,375) 16,312
--------- -------- -------- --------
Net cash provided from operating activities 119,786 6,655 7,643 6,061
--------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Common stock - - - -
Long-term debt 14,717 - - 42
Short-term borrowings, net 100,676 - (4,500) 1,384
Redemptions and repayments-
Common stock - - - -
Preferred stock - - - -
Long-term debt - - (569) (6,356)
Dividend payments
Common stock - - - -
Preferred stock - - - -
--------- -------- -------- -------
Net cash provided from (used for)
financing activities 115,393 - (5,069) (4,930)
--------- -------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (209,444) - - (35,101)
Proceeds from sale of Midlands - - - -
Avon cash & cash equivalents - - - -
Net assets held for sale - - - -
Cash investments - - - -
Affiliated company transactions - (6,664) (14,890) 3,627
Other (28,929) - 10,081 32,296
--------- -------- --------- -------
Net cash provided from (used for)
investing activities (238,373) (6,664) (4,809) 822
--------- -------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ (3,194) $ (9) $ (2,235) $ 1,953
========= ======== ======== =======
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
106
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2002
(In thousands $)
GPU
Advanced GPU GPU
MYR Resources Capital Power
-------- --------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,543 $ 26 $(92,774) $ 4,198
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization 1,648 2 807 5,849
Nuclear fuel and lease amortization - - - -
Other amortization, net - - - -
Undistributed subsidiary earnings - - (4,503) (1,266)
Deferred costs recoverable as regulatory assets - - - -
Avon investment impairment - - 50,000 -
Deferred income taxes, net - (2) (18,672) 2,268
Investment tax credits, net - - - -
Cumulative adjustment - - 93,723 -
Receivables 25,520 218 (23,634) 286
Materials and supplies - - (423) 934
Accounts payable (1,762) 31 11,232 (1,977)
Other 11,745 (503) 29,710 49,042
-------- -------- -------- --------
Net cash provided from operating activities 42,694 (228) 45,466 59,334
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Common stock - - - -
Long-term debt - - - -
Short-term borrowings, net - - (110,782) -
Redemptions and repayments-
Common stock - - - (7,000)
Preferred stock - - - -
Long-term debt - - - (57,811)
Dividend payments
Common stock - - - -
Preferred stock - - - -
-------- -------- --------- --------
Net cash provided from (used for)
financing activities - - (110,782) (64,811)
-------- -------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (4,910) - - (130)
Proceeds from sale of Midlands - - 155,034 -
Avon cash & cash equivalents - - 31,326 -
Net assets held for sale - - (31,326) -
Cash investments - - - -
Affiliated company transactions - (13,526) - -
Other (2,730) 12 (89,608) -
--------- -------- --------- --------
Net cash provided from (used for)
investing activities (7,640) (13,514) 65,426 (130)
--------- -------- --------- --------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 35,054 $(13,742) $ 110 $ (5,607)
======== ======== ======== ========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
107
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2002
(In thousands $)
GPU GPU
FirstEnergy License Diversified Service
Properties Holding Co. Holdings Co.
----------- ---------- ----------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 258 $ 56 $ (149) $ -
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization 268 - - 5,125
Nuclear fuel and lease amortization - - - -
Other amortization, net - - - -
Undistributed subsidiary earnings - - 183 -
Deferred costs recoverable as regulatory assets - - - -
Avon investment impairment - - - -
Deferred income taxes, net (155) (1) - 43,424
Investment tax credits, net - - - -
Cumulative adjustment - - - -
Receivables 141 7 (41) 53,713
Materials and supplies - - - 9,644
Accounts payable (436) (95) (13) 22,905
Other 506 33 (182) (167,535)
------ ------ ----- --------
Net cash provided from operating activities 582 - (202) (32,724)
------ ------ ----- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Common stock - - 800 -
Long-term debt - - - -
Short-term borrowings, net - - - -
Redemptions and repayments-
Common stock - - - -
Preferred stock - - - -
Long-term debt (223) - - -
Dividend payments
Common stock - - - -
Preferred stock - - - -
------ ------ ----- --------
Net cash provided from (used for)
financing activities (223) - 800 -
------ ------ ----- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions - - - (122)
Proceeds from sale of Midlands - - - -
Avon cash & cash equivalents - - - -
Net assets held for sale - - - -
Cash investments - - - 223
Affiliated company transactions (487) - - -
Other - - (684) 7,275
------ ------ ----- --------
Net cash provided from (used for)
investing activities (487) - (684) 7,376
------ ------ ----- --------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ (128) $ - $ (86) $(25,348)
====== ====== ===== ========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
108
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2002
(In thousands $)
GPU FirstEnergy FirstEnergy
Telecom Service Holding
Services Co. Co. Eliminations
-------- ----------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,067 $ - $ 619,207 $(810,317)
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization 337 34,154 - (5,126)
Nuclear fuel and lease amortization - - - -
Other amortization, net - - - -
Undistributed subsidiary earnings - - (339,598) 345,184
Deferred costs recoverable as regulatory assets - - - -
Avon investment impairment - - - -
Deferred income taxes, net 872 (2,403) (9,230) (43,424)
Investment tax credits, net - - - -
Cumulative adjustment - - - -
Receivables (4,465) 57,452 (240,830) 486,954
Materials and supplies 346 100 (3) -
Accounts payable (3,953) (85,051) 88,910 (414,636)
Other 6,139 (317,752) (117,344) 327,916
-------- ---------- --------- ---------
Net cash provided from operating activities 3,343 (313,500) 1,112 (113,449)
-------- ---------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Common stock - - - (150,800)
Long-term debt - - 145,000 -
Short-term borrowings, net 5,331 37,796 525,000 (564,551)
Redemptions and repayments-
Common stock - - - 7,000
Preferred stock - - - -
Long-term debt (15,000) - (4,729) -
Dividend payments
Common stock - - (439,628) 447,000
Preferred stock - - - 32,474
-------- ---------- --------- ---------
Net cash provided from (used for)
financing activities (9,669) 37,796 225,643 (228,877)
-------- ---------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (2,940) (101,584) - -
Proceeds from sale of Midlands - - - -
Avon cash & cash equivalents - - - -
Net assets held for sale - - - -
Cash investments - (5,395) - -
Affiliated company transactions - (204) (114,185) 564,552
Other (6) 58,510 (152,834) 133,727
-------- ---------- --------- ---------
Net cash provided from (used for)
investing activities (2,946) (48,673) (267,019) 698,279
-------- ---------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ (9,272) $ (324,377) $ (40,264) $ 355,953
======== ========== ========= =========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial
statements.
109
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2002
(In thousands $)
FirstEnergy
Corp.
Consolidated
------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 629,280
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization 1,105,904
Nuclear fuel and lease amortization 80,507
Other amortization, net (16,593)
Undistributed subsidiary earnings -
Deferred costs recoverable as regulatory assets (362,956)
Avon investment impairment 50,000
Deferred income taxes, net 89,860
Investment tax credits, net (27,071)
Cumulative adjustment 93,723
Receivables (85,307)
Materials and supplies (29,557)
Accounts payable 220,762
Other 166,735
-----------
Net cash provided from operating activities 1,915,287
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Common stock -
Long-term debt 668,676
Short-term borrowings, net 478,520
Redemptions and repayments-
Common stock -
Preferred stock (522,223)
Long-term debt (1,308,814)
Dividend payments
Common stock (439,628)
Preferred stock -
----------
Net cash provided from (used for)
financing activities (1,123,469)
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (997,723)
Proceeds from sale of Midlands 155,034
Avon cash & cash equivalents 31,326
Net assets held for sale (31,326)
Cash investments 81,349
Affiliated company transactions -
Other (54,355)
----------
Net cash provided from (used for)
investing activities (815,695)
----------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ (23,877)
==========
The notes to the consolidated financial statements of FirstEnergy, Ohio Edison,
Cleveland Electric, Toledo Edison, Jersey Central Power & Light, Metropolitan
Edison, and Pennsylvania Electric, which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.
110
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
A. Annual Reports
--------------
The following documents are incorporated by reference:
A-1 FirstEnergy Corp. - Annual Report on Form 10-K/A for 2002, filed on
May 9, 2003 (File No. 333-21011)
Ohio Edison Company - Annual Report on Form 10-K for 2002 (File
No. 1-2578)
The Cleveland Electric Illuminating Company - Annual Report on Form
10-K for 2002 (File No. 1-2323)
The Toledo Edison Company - Annual Report on Form 10-K for 2002 (File
No. 1-3583)
Pennsylvania Power Company - Annual Report on Form 10-K for 2002 (File
No. 1-3491)
Jersey Central Power & Light Company - Annual Report on Form 10-K for
2002 (File No. 1-3141)
Metropolitan Edison Company - Annual Report on Form 10-K for 2002 (File
No.1-446)
Pennsylvania Electric Company - Annual Report on Form 10-K for 2002
(File No.1-3522)
B. Certificates of Incorporation, Articles of Incorporation, By-Laws,
-----------------------------------------------------------------------
Partnership Agreements and Other Organizational Documents
---------------------------------------------------------
FirstEnergy Corp (FirstEnergy)
-----------------------------
B-1 Articles of Incorporation constituting FirstEnergy Corp.'s Articles of
Incorporation, dated September 17, 1996. (September 17, 1996 Form 8-K,
Exhibit C)
B-2 Amended Articles of Incorporation of FirstEnergy Corp -incorporated by
reference to Exhibit (3)-1(a) to FirstEnergy's Annual Report on Form
10-K for 2002. (File No. 333-21011)
B-3 Regulations of FirstEnergy Corp. (September 17, 1996 Form 8-K, Exhibit
D)
B-4 FirstEnergy Corp. Amended Code of Regulations - incorporated by
reference to Exhibit (3)-2(a) to FirstEnergy's Annual Report on Form
10-K for 2002. (File No. 333-21011)
American Transmissions Systems, Inc. (ATSI)
-------------------------------------------
Centerior Indemnity Trust
-------------------------
Centerior Service Company
-------------------------
FE Acquisition Corp.
--------------------
111
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
First Communications, LLC
-------------------------
FE Holdings, LLC
----------------
FELHC, Inc.
-----------
FirstEnergy Facilities Services Group, LLC (FEFSG)
--------------------------------------------------
FirstEnergy Nuclear Operating Company
-------------------------------------
FirstEnergy Properties, Inc.
----------------------------
FirstEnergy Securities Transfer Company
---------------------------------------
FirstEnergy Servis Company
--------------------------
FirstEnergy Solutions Corp. (FES)
---------------------------------
FirstEnergy Ventrues Corp.
--------------------------
MARBEL Energy Corporation
-------------------------
PowerSpan Corp.
---------------
UMICO Holdings, Inc.
--------------------
B-5 Incorporated by reference to Exhibit B to FirstEnergy's Form U5B for
the year 2002, File No. 030-00039.
GPU Advanced Resources, GPU Telcom, GPUS, GPUN, GPU Diversified Holdings and GPU
--------------------------------------------------------------------------------
Enertech Holdings
-----------------
B-6 Articles of Incorporation of GPUS, as amended through April 27, 1994 -
incorporated by reference to Exhibit A-1 to Application on Form U-1,
File No. 70-4990.
B-7 Articles of Incorporation of GPUS, as amended through August 1, 1996 -
incorporated by reference to Exhibit B-5 to GPU, Inc.'s Annual Report
on Form U5S for the year 1996, File No. 30-126.
B-8 Amended By-Laws of GPUS, dated as of January 1, 1999 - incorporated by
reference to Exhibit B-12 to GPU, Inc.'s Annual Report on Form U5S for
the year 1999, File No. 30-126.
B-9 Certificate of Incorporation of GPUN, dated as of September 5, 1980 -
incorporated by reference to Exhibit A-1 to Application on Form U-1,
File No. 70-6443.
B-10 Certificate of Amendment to the Certificate of Incorporation of GPUN
dated August 1, 1996 - incorporated by reference to Exhibit B-7 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-11 Amended By-Laws of GPUN, dated as of April 29, 1993 - incorporated by
reference to Exhibit 3-A to GPU, Inc.'s Annual Report on Form 10K for
1993, File No.1-6047.
B-12 Articles of Incorporation of Saxton Nuclear Experimental Corporation
(Saxton) dated as of March 29, 1974 - incorporated by reference to
Exhibit B-12 to GPU, Inc.'s Annual Report on Form U5S for the year
1988, File No. 30-126.
B-13 Amended By-Laws of Saxton, dated as of March 30, 1984 - incorporated by
reference to Exhibit A-1(e) to Application on Form U-1, File No.
70-7398.
112
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Advanced Resources, GPU Telcom, GPUS, GPUN, GPU Diversified
-----------------------------------------------------------------------
Holdings and GPU Enertech Holdings
-----------------------------------
B-14 Amendment to Section 37 of the By-Laws of Saxton, dated as of August
27, 1987 - incorporated by reference to Exhibit A-2(b), Certificate
Pursuant to Rule 24, File No. 70-7398.
B-15 Certificate of Incorporation of GPU Energy Services, Inc., dated as of
September 13, 1996- incorporated by reference to Exhibit B-15 to GPU,
Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126.
B-16 Certificate of Amendment of Certificate of Incorporation of GPU Energy
Services, Inc., dated as of January 15, 1997 to change the name of the
company to GPU Advanced Resources, Inc- incorporated by reference to
Exhibit B-16 to GPU Inc.'s Annual Report on Form U5S for the year 1997,
File No. 30-126.
B-17 By-Laws of GPU Advanced Resources, Inc., dated as of March 6, 1997 -
incorporated by reference to Exhibit B-17 to GPU Inc.'s Annual Report
on Form U5S for the year 1997, File No. 30-126.
B-18 Certificate of Incorporation of GPU Telcom Services, Inc., dated as of
September 13, 1996 - incorporated by reference to Exhibit B-18 to GPU,
Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126.
B-19 By-Laws of GPU Telcom Services, Inc., dated as of March 6, 1997 -
incorporated by reference to Exhibit B-19 to GPU, Inc.'s Annual Report
on Form U5S for the year 1997, File No. 30-126.
B-20 Certificate of Formation of GPU Diversified Holdings, LLC dated August
3, 2000 - incorporated by reference to Exhibit B-20 to GPU Inc.'s
Annual Report on Form U5S for the year 2000, File No. 1-6047.
B-21 Limited Liability Company Agreement of GPU Diversified Holdings LLC
dated December 12, 2000 - incorporated by reference to Exhibit B-20 to
GPU Inc.'s Annual Report on Form U5S for the year 2000, File No.
1-6047.
B-22 Certificate of Incorporation of GPU Enertech Holdings, Inc. dated
February 22, 2000 - incorporated by reference to Exhibit B-20 to GPU
Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047.
B-23 By-Laws of GPU Enertech Holdings, Inc. dated February 22. 2000 -
incorporated by reference to Exhibit B-20 to GPU Inc.'s Annual Report
on Form U5S for the year 2000, File No. 1-6047.
113
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Ohio Edison Company (OE)
------------------------
B-24 Agreement and Plan of Merger, dated as of September 13, 1996, between
Ohio Edison Company (OE) and Centerior Energy Corporation. (September
17, 1996 Form 8-K, Exhibit 2-1).
B-25 Amended Articles of Incorporation, Effective June 21, 1994,
constituting OE's Articles of Incorporation. (1994 Form 10-K, Exhibit
3-1.)
B-26 Amended and Restated Code of Regulations, amended March 15, 2002 -
incorporated by reference to Exhibit 3-A 3-2 to OE's Annual Report on
Form 10-K for 2001, File No. 1-2578.
Pennsylvania Power Company (Penn)
---------------------------------
B-27 Amended and Restated Articles of Incorporation, as amended March 15,
2002 - incorporated by reference to Exhibit 3-A 3-1 to Penn's Annual
Report on Form 10-K for 2001, File No. 1-3491.
B-28 Amended and Restated By-Laws of Penn, as amended March 15, 2002 -
incorporated by reference to Exhibit 3-A 3-2 to Penn's Annual Report on
Form 10-K for 2001, File No. 1-3491.
The Cleveland Electric Illuminating Company (CEI)
-------------------------------------------------
B-29 Amended Articles of Incorporation of CEI, as amended, effective May 28,
1993 (Exhibit 3a, 1993 Form 10-K, File No. 1-2323).
B-30 Regulations of CEI, dated April 29, 1981, as amended effective October
1, 1988 and April 24, 1990 (Exhibit 3b, 1990 Form 10-K, File No.
1-2323).
B-31 Amended and Restated Code of Regulations, dated March 15, 2002 -
incorporated by reference to Exhibit 3-A 3c to CEI's Annual Report on
Form 10-K for 2001, File No. 1-2323.
The Toledo Edison Company (TE)
------------------------------
B-32 Amended Articles of Incorporation of TE, as amended effective October
2, 1992 (Exhibit 3a, 1992 Form 10-K, File No. 1-3583).
B-33 Amended and Restated Code of Regulations, dated March 15, 2002 -
incorporated by reference to Exhibit 3-A 3b to TE's Annual Report on
Form 10-K for 2001, File No. 1-3583.
114
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
B-34 Restated Certificate of Incorporation of JCP&L, dated as of May 26,
1982 - incorporated by reference to Exhibit 3-A to JCP&L's Annual
Report on Form 10-K for 1990, File No. 1-3141.
B-35 Certificate of Amendment to Restated Certificate of Incorporation of
JCP&L, dated as of June 19, 1992 - incorporated by reference to Exhibit
A-2(a), Certificate Pursuant to Rule 24, File No. 70-7949.
B-36 Certificate of Amendment to Restated Certificate of Incorporation of
JCP&L, dated as of June 19, 1992 - incorporated by reference to Exhibit
A-2(a)(i), Certificate Pursuant to Rule 24, File No. 70-7949.
B-37 Amended By-Laws of JCP&L, dated as of May 25, 1993 - incorporated by
reference to Exhibit 3-B to JCP&L's Annual Report on Form 10-K for
1993, File No. 1-3141.
B-38 Certificate of Incorporation of JCP&L Preferred Capital, Inc., dated as
of February 21, 1995 - incorporated by reference to Exhibit A-1,
Application on Form U-1, File No. 70-8495.
B-39 By-Laws of JCP&L Preferred Capital, Inc., dated as of February 21, 1995
- incorporated by reference to Exhibit A-2, Application on Form U-1,
File No. 70-8495.
B-40 Amended and Restated Limited Partnership Agreement of JCP&L Capital,
L.P., dated as of May 11, 1995 - incorporated by reference to Exhibit
A-5(a), Certificate Pursuant to Rule 24, File No. 70-8495.
B-41 Action Creating Series A Preferred Securities of JCP&L Capital, L.P.,
dated as of May 11, 1995 - incorporated by reference to Exhibit A-6(a),
Certificate Pursuant to Rule 24, File No. 70-8495.
B-42 Payment and Guarantee Agreement of JCP&L, dated as of May 18, 1995 -
incorporated by reference to Exhibit B-1(a), Certificate Pursuant to
Rule 24, File No. 70-8495.
B-43 Certificate of Incorporation of JCP&L Transition Holdings, Inc. dated
February 24, 2000 - incorporated by reference to Exhibit B-20 to GPU
Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047.
115
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
B-44 Certificate of Formation of JCP&L Transition Funding LLC dated February
24, 2000 - incorporated by reference to Exhibit B-20 to GPU Inc.'s
Annual Report on Form U5S for the year 2000, File No. 1-6047.
B-45 Limited Liability Company Agreement for JCP&L Transition Funding LLC
dated February 24, 2000 - incorporated by reference to Exhibit B-20 to
GPU Inc.'s Annual Report on Form U5S for the year 2000, File No.
1-6047.
Met-Ed
------
B-46 Articles of Incorporation of York Haven Power Company, dated as of
December 18, 1967 - incorporated by reference to Exhibit B-15 to GPU,
Inc.'s Annual Report on Form U5S for the year 1988, File No. 30-126.
B-47 Certificate of Incorporation of Met-Ed Preferred Capital, Inc., dated
as of May 6, 1994 - incorporated by reference to Exhibit 3-C to
Registration Statement on Form S-3, Registration No. 33-53673.
B-48 Amended By-Laws of York Haven Power Company, dated as of January 1,
1985 - incorporated by reference to Exhibit A-1(d), Application on Form
U-1, File No. 70-7398.
B-49 Amendment to Section 29 of the By-Laws of York Haven Power Company,
dated as of September 8, 1987 - incorporated by reference to Exhibit
A-2(a), Certificate Pursuant to Rule 24, File No. 70-7398.
B-50 By-Laws of Met-Ed Preferred Capital, Inc., dated as of May 6, 1994 -
incorporated by reference to Exhibit A-2, Application on Form U-1, File
No. 70-8401.
B-51 Amended and Restated Limited Partnership Agreement of Met-Ed Capital,
L.P., dated as of August 16, 1994 - incorporated by reference to
Exhibit A-5(a), Certificate Pursuant to Rule 24, File No. 70-8401.
116
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
B-52 Certificate of Incorporation of Met-Ed Preferred Capital II, Inc.,
dated as of September 1, 1998- incorporated by reference to Exhibit
3-C, Registration Statement on Form S-3, SEC Registration Nos.
333-62967, 333-62967-01 and 333-62967-02.
B-53 By-Laws of Met-Ed Preferred Capital II, Inc., dated as of September 1,
1998- incorporated by reference to Exhibit 3-D, Registration Statement
on Form S-3, SEC Registration Nos. 333-62967, 333-62967-01 and
333-62967-02.
B-54 Certificate of Limited Partnership of Met-Ed Capital II, L.P., dated as
of September 1, 1998-incorporated by reference to Exhibit 3E,
Registration Statement on Form S-3, SEC Registration Nos. 333-62967,
333-62967-01 and 333-62967-02.
B-55 Certificate of Business Trust Registration of Met-Ed Capital Trust,
dated as of September 1,1998- incorporated by reference to Exhibit 4-K,
Registration Statement on Form S-3, SEC Registration Nos. 333-62967,
333-62967-01, and 333-62967-02.
B-56 Restated Articles of Incorporation of Met-Ed dated March 8, 1999 -
incorporated by reference to Exhibit 3-E of Met-Ed's Annual Report on
Form 10-K for the year 1999, File No. 1-446.
B-57 Payment and Guarantee Agreement of Met-Ed, dated May 28, 1999 -
incorporated by reference to Exhibit B-1(a), Certificate Pursuant to
Rule 24, File No. 70-9329.
B-58 Amendment No. 1 to Payment and Guarantee Agreement of Met-Ed, dated
November 23, 1999 - incorporated by reference to Exhibit 4-H of
Met-Ed's Annual Report on Form 10-K for the year 1999, File No. 1-446.
B-59 Amended By-Laws of Met-Ed as of May 16, 2000 - incorporated by
reference to Exhibit 3-F of Met-Ed's Annual Report on Form 10-K for the
year 2000, File No. 2-27099.
Penelec
-------
B-60 Articles of Incorporation of Nineveh Water Company (formerly Penelec
Water Company), dated as of May 22, 1920 - incorporated by reference to
Exhibit B-36 to GPU, Inc.'s Annual Report on Form U5S for the year
1988, File No. 30-126.
B-61 Certificate of Incorporation of Penelec Preferred Capital, Inc., dated
as of May 9, 1994 - incorporated by reference to Exhibit 3-C to
Registration Statement on Form S-3, Registration No. 33-53677.
117
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
B-62 By-Laws of Nineveh Water Company, dated as of May 22, 1920 -
incorporated by reference to Exhibit A-1(c), Application on Form U-1,
File No. 70-7398.
B-63 Amendment to Article V, Section 6 of the By-Laws of Nineveh Water
Company, dated as of August 27, 1987 - incorporated by reference to
Exhibit A-1 (c), Certificate Pursuant to Rule 24, File No. 70-7398.
B-64 By-Laws of Penelec Preferred Capital, Inc., dated as of May 9, 1994 -
incorporated by reference to Exhibit A-2, Application on Form U-1, File
No. 70-8403.
B-65 Amended and Restated Limited Partnership Agreement of Penelec Capital,
L.P., dated as of June 27, 1994 - incorporated by reference to Exhibit
A-5(a), Certificate Pursuant to Rule 24, File No. 70-8403.
B-66 Payment and Guarantee Agreement of Penelec, dated June 16, 1999 -
incorporated by reference to Exhibit B-1(a), Certificate Pursuant to
Rule 24, File No. 70-9327.
B-67 Amendment No. 1 to Payment and Guarantee Agreement of Penelec, dated
November 23, 1999 - incorporated by reference to Exhibit 4-J of
Penelec's Annual Report on Form 10-K for the year 1999, File No.
1-3522.
B-68 Certificate of Incorporation of Penelec Preferred Capital II, Inc.,
dated as of August 20, 1998- incorporated by reference to Exhibit 3-C,
Registration Statement on Form S-3, SEC Registration Nos. 333-62295,
333-62295-01 and 333-62295-02.
B-69 By-Laws of Penelec Preferred Capital II, Inc., dated as of August 20,
1998- incorporated by reference to Exhibit 3-D, Registration Statement
on Form S-3, SEC Registration Nos. 333-62295, 333-62295-01 and
333-62295-02.
B-70 Certificate of Limited Partnership of Penelec Capital II, L.P., dated
as of August 20, 1998- incorporated by reference to Exhibit 3-E,
Registration Statement on Form S-3, SEC Registration Nos. 333-62295,
333-62295-01 and 333-62295-02.
B-71 Certificate of Business Trust Registration of Penelec Capital Trust,
dated as of August 20, 1998- incorporated by reference to Exhibit 4-J,
Registration Statement on Form S-3, SEC Registration Nos. 333-62295,
333-62295-01 and 333-62295-02.
B-72 Restated Articles of Incorporation of Penelec dated March 8, 1999 -
incorporated by reference to Exhibit 3-G of Penelec's Annual Report on
Form 10-K for the year 1999, File No. 1-3522.
118
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
B-73 Amended By-Laws of Penelec, dated as of May 16, 2000 - incorporated by
reference to Exhibit 3-H of Penelec's Annual Report on Form 10-K for
the year 2000, File No. 1-3522.
GPU Electric & GPU Power
------------------------
B-74 Articles of Incorporation of North Canadian Power, Inc., dated as of
November 21, 1989 - incorporated by reference to Exhibit B-13 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-75 Certificate of Amendment of Articles of Incorporation of North Canadian
Power, Inc., dated as of May 18, 1994, to change to name of the company
to NCP Energy, Inc. - incorporated by reference to Exhibit B-14 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-76 Articles of Incorporation of ADA Management Corporation, dated as of
November 20, 1990 - incorporated by reference to Exhibit B-20 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-77 Certificate of Amendment of Articles of Incorporation of ADA Management
Corporation, dated as of July 31, 1993 to change the name of the
company to Commerce Cogeneration Corporation - incorporated by
reference to Exhibit B-21 to GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
B-78 Certificate of Amendment of Articles of Incorporation of Commerce
Cogeneration Corporation, dated as of July 31, 1993 to change the name
of the company to NCP ADA Power, Inc. - incorporated by reference to
Exhibit B-22 to GPU, Inc.'s Annual Report on Form U5S for the year
1994, File No. 30-126.
B-79 Certificate of Incorporation of EI Power, Inc., dated as of March 15,
1994 - incorporated by reference to Exhibit B-41 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
B-80 Certificate of Amendment of Certificate of Incorporation of EI Power,
Inc., dated as of August 1, 1996 to change the name of the company to
GPU Power, Inc. - incorporated by reference to Exhibit B-77 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, Form No. 30-126.
119
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-81 Certificate of Incorporation of Guaracachi America, Inc., dated as of
July 13, 1995 - incorporated by reference to Exhibit B-80 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-82 By-Laws of Incorporation of EI Services Colombia, Ltda. (Public Deed
No. 2798), dated as of August 11, 1995 - incorporated by reference to
Exhibit B-81 to GPU, Inc.'s Annual Report on Form U5S for the year
1995, File No. 30-126.
B-83 Amendment to the By-Laws of Incorporation of EI Services Colombia,
Ltda. dated as of August 9, 1996 to change the name of the company to
GPU International Latin America, Ltda. (subsequently renamed GPUI
Colombia, Ltda.) - incorporated by reference to Exhibit B-88 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-84 By-Laws of Incorporation of Empresa Guaracachi S.A., effective as of
July 13, 1995 - incorporated by reference to Exhibit B-82 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-85 Certificate of Incorporation of EI Barranquilla, Inc., dated as of July
10, 1995 - incorporated by reference to Exhibit B-83 to GPU, Inc.'s
Annual Report on Form U5S for the year 1995, File No. 30-126.
B-86 By-Laws of Incorporation of Termobarranquilla S.A. (Public Deed No.
9994), dated as of October 14, 1994 - incorporated by reference to
Exhibit B-84 to GPU, Inc.'s Annual Report on Form U5S for the year
1995, File No. 30-126.
B-87 Certificate of Incorporation of Barranquilla Lease Holding, Inc., dated
as of August 7, 1995 - incorporated by reference to Exhibit B-85 to
GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-88 Certificate of Incorporation of Los Amigos Leasing Company, Ltd., dated
as of August 18, 1995 - incorporated by reference to Exhibit B-86 to
GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-89 Certificate of Incorporation of International Power Advisors, Inc.,
dated as of August 14, 1995 - incorporated by reference to Exhibit B-87
to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
120
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-90 Certificate of Incorporation of Colombian Installations, Inc., dated as
of September 8, 1995 - incorporated by reference to Exhibit B-88 to
GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-91 Certificate of Amendment of Certificate of Incorporation of Colombian
Installations, Inc., dated as of August 26, 1996 to change the name of
the company to GPU Power Philippines, Inc. - incorporated by reference
to Exhibit B-96 to GPU, Inc.'s Annual Report on Form U5S for the year
1996, File No. 30-126.
B-92 Certificate of Incorporation of EI Energy, Inc., dated as of October
18, 1995 - incorporated by reference to Exhibit B-89 to GPU, Inc.'s
Annual Report on Form U5S for the year 1995, File No. 30-126.
B-93 Certificate of Amendment of Certificate of Incorporation of EI Energy,
Inc., dated as of August 1, 1996 to change the name of the company to
GPU Electric, Inc. - incorporated by reference to Exhibit B-98 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-94 Certificate of Incorporation of EI UK Holdings, Inc., dated as of April
30, 1996 - incorporated by reference to Exhibit B-103 to GPU, Inc.'s
Annual Report on Form U5S for the year 1996, File No. 30-126.
B-95 Memorandum and Articles of Association of Avon Energy Partners
Holdings, dated as of May 2, 1996 - incorporated by reference to
Exhibit B-104 to GPU, Inc.'s Annual Report on Form U5S for the year
1996, File No. 30-126.
B-96 Memorandum of Association of Midlands Electricity plc, dated as of
March 9, 1989 - incorporated by reference to Exhibit B-106 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-97 Articles of Association of Midlands Electricity plc, adopted on
December 13, 1996 - incorporated by reference to Exhibit B-107 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-98 Certificate of Filing of Amended Articles of Incorporation of Magellan
Utilities Development Corporation, adopted on March 14, 1994-
incorporated by reference to Exhibit B-108 to GPU, Inc.'s Annual Report
on Form U5S for the year 1996, File No. 30-126.
121
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-99 By-Laws of North Canadian Power, Inc. (subsequently renamed NCP Energy,
Inc.), adopted as of December 27, 1989 - incorporated by reference to
Exhibit B-70 to GPU, Inc.'s Annual Report on Form U5S for the year
1994, File No. 30-126.
B-100 By-Laws of Commerce Cogeneration Corporation, as amended through
October 3, 1992 (formerly known as ADA Management Corporation) -
subsequently renamed NCP ada Power, Inc. - incorporated by reference to
Exhibit B-76 to GPU, Inc.'s Annual Report on Form U5S for the year
1994, File No. 30-126.
B-101 By-Laws of EI Cayman (subsequently renamed EI International), dated as
of June 16, 1993 - incorporated by reference to Exhibit B-87 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-102 By-Laws of EI Power, Inc. (subsequently renamed GPU Power, Inc.), dated
as of May 2, 1994 - incorporated by reference to Exhibit B-89 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-103 By-Laws of Guaracachi America, Inc., adopted as of July 13, 1995 -
incorporated by reference to Exhibit B-124 to GPU, Inc.'s Annual Report
on Form U5S for the year 1995, File No. 30-126.
B-104 By-Laws of EI Barranquilla, Inc., adopted as of December 29, 1995 -
incorporated by reference to Exhibit B-125 to GPU, Inc.'s Annual Report
on Form U5S for the year 1995, File No. 30-126.
B-105 By-Laws of Barranquilla Lease Holding, Inc., adopted as of December 29,
1995 - incorporated by reference to Exhibit B-126 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-106 By-Laws of Los Amigos Leasing Company, Ltd., dated as of August 18,
1995 - incorporated by reference to Exhibit B-127 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-107 By-Laws of International Power Advisors, Inc., adopted as of August 16,
1995 - incorporated by reference to Exhibit B-128 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
122
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-108 By-Laws of Colombian Installations, Inc. (subsequently renamed GPU
Power Philippines, Inc.), adopted as of September 9, 1995 -
incorporated by reference to Exhibit B-129 to GPU, Inc.'s Annual Report
on Form U5S for the year 1995, File No. 30-126.
B-109 By-Laws of EI Energy, Inc. (subsequently renamed GPU Electric, Inc.),
dated as of October 20, 1995 - incorporated by reference to Exhibit
B-130 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File
No. 30-126.
B-110 By-Laws of EI UK Holdings, Inc., adopted as of April 30, 1996 -
incorporated by reference to Exhibit B-150 to GPU Inc.'s Annual Report
on Form U5S for the year 1996, File No. 30-126.
B-111 Certificate of Filing of Amended By-Laws of Magellan Utilities
Development Corporation adopted on September 29, 1994- incorporated by
reference to Exhibit B-151 to GPU, Inc.'s Annual Report on Form U5S for
the year 1996, File No. 30-126.
B-112 Memorandum of Association of 2322120 Nova Scotia Limited, dated as of
December 22, 1993 - incorporated by reference to Exhibit B-35 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-113 Certificate of Amendment of the Memorandum of Association of 2322120
Nova Scotia Limited, dated as of February 17, 1994 to change the name
of the company to EI Services Canada Limited - incorporated by
reference to Exhibit B-36 to GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
B-114 Memorandum of Association of 2322133 Nova Scotia Limited, dated as of
December 22, 1993 - incorporated by reference to Exhibit B-31 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-115 Certificate of Amendment of the Memorandum of Association of 2322133
Nova Scotia Limited, dated as of February 17, 1994 to change the name
of the company to EI Canada Holding Limited - incorporated by reference
to Exhibit B-32 to GPU, Inc.'s Annual Report on Form U5S for the year
1994, File No. 30-126.
B-116 Memorandum of Association of EI Cayman (subsequently renamed EI
International), dated as of June 16, 1993 - incorporated by reference
to Exhibit B-39 to GPU, Inc.'s Annual Report on Form U5S for the year
1994, File No. 30-126.
123
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-117 Memorandum of Association of EI Australia Services Pty Ltd.,
(subsequently renamed GPU International Australia Pty Ltd.), effective
as of October 26, 1995 - incorporated by reference to Exhibit B-142 to
GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-118 Articles of Association of 2322133 Nova Scotia Limited (subsequently
renamed EI Canada Holding Limited), adopted as of December 22, 1993 -
incorporated by reference to Exhibit B-83 to GPU, Inc.'s Annual Report
on Form U5S for the year 1994, File No. 30-126.
B-119 Articles of Association of 2322120 Nova Scotia Limited (subsequently
renamed EI Services Canada Limited), adopted as of December 22, 1993 -
incorporated by reference to Exhibit B-85 to GPU, Inc.'s Annual Report
on Form U5S for the year 1994, File No. 30-126.
B-120 Articles of Association of EI Australia Services Pty Ltd.,
(subsequently renamed GPU International Australia Pty Ltd.), adopted as
of October 26, 1995 - incorporated by reference to Exhibit B-148 to
GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-121 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 1198), dated as of February 24, 1995 - incorporated by
reference to Exhibit B-160 to GPU, Inc.'s Annual Report on Form U5S for
the year 1995, File No. 30-126.
B-122 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 1198), dated as of February 24, 1995 - incorporated by
reference to Exhibit B-160 to GPU, Inc.'s Annual Report on Form U5S for
the year 1995, File No. 30-126.
B-123 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 6455), dated as of October 4, 1995 - incorporated by reference
to Exhibit B-161 to GPU, Inc.'s Annual Report on Form U5S for the year
1995, File No. 30-126.
B-124 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 2093), dated as of April 6, 1995 - incorporated by reference
to Exhibit B-162 to GPU, Inc.'s Annual Report on Form U5S for the year
1995, File No. 30-126.
124
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-125 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 5777), dated as of September 5, 1995 - incorporated by
reference to Exhibit B-163 to GPU, Inc.'s Annual Report on Form U5S for
the year 1995, File No. 30-126.
B-126 Certificate of Amendment of Articles of Association of EI Cayman, dated
as of July 10, 1995 to change the name of the company to EI
International - incorporated by reference to Exhibit B-164 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-127 Amendment to the Certificate of Incorporation of GPU International
Latin America Ltda., dated as of March 6, 1997, to change the name of
the company to GPUI Colombia Ltda. - incorporated by reference to
Exhibit B-191 to GPU, Inc.'s Annual Report on Form U5S for the year
1997, File No.30-126.
B-128 Certificate of Incorporation of GPU Australia Holdings, Inc. dated as
of September 29, 1997 - incorporated by reference to Exhibit B-192 to
GPU, Inc.'s Annual Report on Form U5S for the year 1997, File No.
30-126.
B-129 By-Laws of GPU Australia Holdings, Inc., dated as of September 29, 1997
- incorporated by reference to Exhibit B-193 to GPU, Inc.'s Annual
Report on Form U5S for the year 1997, File No. 30-126.
B-130 Certificate of Incorporation of Austran Holdings, Inc., dated as of
September 29, 1997 - incorporated by reference to Exhibit B-194 to GPU,
Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126.
B-131 Amended and Restated Certificate of Incorporation of Austran Holdings,
Inc., dated as of October 9, 1997 - incorporated by reference to
Exhibit B-195 to GPU, Inc.'s Annual Report on Form U5S for the year
1997, File No. 30-126.
B-132 By-Laws of Austran Holdings, Inc. adopted as of September 29, 1997 -
incorporated by reference to Exhibit B-196 to GPU, Inc.'s Annual Report
on Form U5S for the year 1997, File No. 30-126.
B-133 Certificate of Amendment to the Certificate of Registration of EI
Australia Services Pty Ltd. to GPU International Australia Pty. Ltd.
dated as of October 14, 1996 - incorporated by reference to Exhibit
B-205 to GPU, Inc.'s Annual Report on Form U5S for the year 1997, File
No. 30-126.
125
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-134 Certificate of Incorporation of GPU Capital,Inc., dated October 8, 1998
- incorporated by reference to Exhibit B-198 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
B-135 By-Laws of GPU Capital, Inc. adopted as of October 8, 1998 -
incorporated by reference to Exhibit B-199 to GPU, Inc.'s Annual Report
on Form U5S for the year 1999, File No. 30-126.
B-136 Certificate of Incorporation of GPU Argentina Holdings, Inc., dated
December 18, 1998 - incorporated by reference to Exhibit B-211 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.
B-137 By-Laws of GPU Argentina Holdings, Inc., adopted as of December 18,
1998 - incorporated by reference to Exhibit B-212 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
B-138 Certificate of Incorporation of GPU Solar, Inc., dated November 5, 1997
- incorporated by reference to Exhibit B-213 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
B-139 By-Laws of GPU Solar, Inc., adopted as of November 5, 1997 -
incorporated by reference to Exhibit B-214 to GPU, Inc.'s Annual Report
on Form U5S for the year 1999, File No. 30-126.
B-140 Certificate of Merger of GPU Solar, L.L.C. and GPU Solar, Inc., dated
January 7, 1997 - incorporated by reference to Exhibit B-215 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.
B-141 Association of Notaries of Empresa Distribuidora Electrica Regional,
S.A. - incorporated by reference to Exhibit B-204 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
B-142 Articles of Association of Avon Energy Partners plc, adopted as of
January 19, 2000 - incorporated by reference to Exhibit B-205 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.
B-143 Articles of Association of Avon Energy Partners Holdings, adopted as of
January 19, 2000 - incorporated by reference to Exhibit B-206 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126
126
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-144 Articles of Association of GPU Argentina Services S.R.L., dated January
15, 1999 - incorporated by reference to Exhibit B-207 to GPU, Inc.'s
Annual Report on Form U5S for the year 1999, File No. 30-126
B-145 Articles of Association of Midlands Electricity plc, adopted as of
January 19, 2000 - incorporated by reference to Exhibit B-210 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126
MYR Group
---------
B-146 Restated Certificate of Incorporation of The L.E. Myers Company as of
April 29, 1982 - incorporated by reference to Exhibit B-168 to GPU,
Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047.
B-147 By-Laws of the L.E. Myers Company as Amended and Restated on May 15,
1996 - incorporated by reference to Exhibit B-169 to GPU, Inc.'s Annual
Report on Form U5S for the year 2000, File No. 001-06047.
B-148 Certificate of Incorporation of MYRcom, Inc. dated April 20, 1999 -
incorporated by reference to Exhibit B-170 to GPU, Inc.'s Annual Report
on Form U5S for the year 2000, File No. 001-06047.
B-149 By-Laws of MYRcom, Inc. dated as of April 20, 1999 - incorporated by
reference to Exhibit B-173 to GPU, Inc.'s Annual Report on Form U5S for
the year 2000, File No. 001-06047.
B-150 Articles of Incorporation of Sturgeon Electric Company, Inc. dated
August 20, 1974- incorporated by reference to Exhibit B-174 to GPU,
Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047.
B-151 Certificate of Merger of Sturgeon Electric Company, Inc., a Colorado
Corporation into Sturgeon Electric Company, Inc. a Michigan Corporation
dated August 30, 1974 - incorporated by reference to Exhibit B-175 to
GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No.
001-06047.
B-152 Agreement and Plan of Merger - Sturgeon Electric Company, Inc., a
Colorado Corporation into Sturgeon Electric Company, Inc., a Michigan
Corporation dated August 30, 1974 - incorporated by reference to
Exhibit B-176 to GPU, Inc.'s Annual Report on Form U5S for the year
2000, File No. 001-06047.
127
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
MYR Group
---------
B-153 Certificate of Merger of Harsub, Inc. into Sturgeon Electric Company,
Inc. dated September 26, 1974 - incorporated by reference to Exhibit
B-177 to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File
No. 001-06047.
B-154 Plan of Merger of Sturgeon Electric Company, Inc. and Harsub, Inc.
dated September 4, 1974 - incorporated by reference to Exhibit B-178 to
GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No.
001-06047.
B-155 By-Laws of Sturgeon Electric Company, Inc. as Amended and Restated on
May 15, 1996 - incorporated by reference to Exhibit B-179 to GPU,
Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047.
B-156 Certificate of Incorporation of MYRpower, Inc. dated April 18, 2000 -
incorporated by reference to Exhibit B-180 to GPU, Inc.'s Annual Report
on Form U5S for the year 2000, File No. 001-06047.
B-157 By-Laws of MYRpower, Inc. dated April 19, 2000 - incorporated by
reference to Exhibit B-183 to GPU, Inc.'s Annual Report on Form U5S for
the year 2000, File No. 001-06047.
B-158 Articles of Incorporation of Harlan Electric Company dated December 26,
1940 - incorporated by reference to Exhibit B-184 to GPU, Inc.'s Annual
Report on Form U5S for the year 2000, File No. 001-06047.
B-159 By-Laws of Harlan Electric Company as Amended and Restated on May 15,
1996 - incorporated by reference to Exhibit B-185 to GPU, Inc.'s Annual
Report on Form U5S for the year 2000, File No. 001-06047.
B-160 Articles of Incorporation of ComTel Technology, Inc. dated March 23,
1983 - incorporated by reference to Exhibit B-186 to GPU, Inc.'s Annual
Report on Form U5S for the year 2000, File No. 001-06047.
B-161 By-Laws of ComTel Technology dated March 23, 1983 - incorporated by
reference to Exhibit B-187 to GPU, Inc.'s Annual Report on Form U5S for
the year 2000, File No. 001-06047.
B-162 Articles of Incorporation of Power Piping Company dated October 31,
1963 - incorporated by reference to Exhibit B-188 to GPU, Inc.'s Annual
Report on Form U5S for the year 2000, File No. 001-06047.
128
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
MYR Group
---------
B-163 By-Laws of Power Piping Company as Amended and Restated on May 15, 1996
- incorporated by reference to Exhibit B-189 to GPU, Inc.'s Annual
Report on Form U5S for the year 2000, File No. 001-06047.
B-164 Articles of Incorporation of D.W.Close Company, Inc. dated February 16,
1979 - incorporated by reference to Exhibit B-190 to GPU, Inc.'s Annual
Report on Form U5S for the year 2000, File No. 001-06047.
B-165 By-Laws of D.W. Close Company, Inc. dated February 16, 1979 -
incorporated by reference to Exhibit B-191 to GPU, Inc.'s Annual Report
on Form U5S for the year 2000, File No. 001-06047.
B-166 Restated Certificate of Incorporation of MYR Group Inc. dated December
14, 1995 - incorporated by reference to Exhibit B-192 to GPU, Inc.'s
Annual Report on Form U5S for the year 2000, File No. 001-06047.
B-167 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of MYR Group Inc. dated May 23, 1996 - incorporated by
reference to Exhibit B-193 to GPU, Inc.'s Annual Report on Form U5S for
the year 2000, File No. 001-06047.
B-168 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of MYR Group Inc. dated May 10, 1999 - incorporated by
reference to Exhibit B-194 to GPU, Inc.'s Annual Report on Form U5S for
the year 2000, File No. 001-06047.
B-169 Certificate of Ownership and Merger Merging GPX Acquisition Corporation
With and Into MYR Group Inc. dated April 26, 2000 - incorporated by
reference to Exhibit B-195 to GPU, Inc.'s Annual Report on Form U5S for
the year 2000, File No. 001-06047.
B-170 Amended and Restated Certificate of Incorporation of MYR Group Inc. -
incorporated by reference to Exhibit B-196 to GPU, Inc.'s Annual Report
on Form U5S for the year 2000, File No. 001-06047.
B-171 By-Laws of MYR Group Inc. - incorporated by reference to Exhibit B-197
to GPU, Inc.'s Annual Report on Form U5S for the year 2000, File No.
001-06047.
B-172 Articles of Amendment to the Articles of Incorporation of
Alvarado-Martinez Construction Management Corporation (Great
Southwestern Construction, Inc.) dated June 28, 1977 - incorporated by
reference to Exhibit B-198 to GPU, Inc.'s Annual Report on Form U5S for
the year 2000, File No. 001-06047.
129
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
MYR Group
---------
B-173 Articles of Incorporation of Alvarado-Martinez Construction Management
Corporation (Great Southwestern Construction, Inc) dated June 15, 1977
- incorporated by reference to Exhibit B-199 to GPU, Inc.'s Annual
Report on Form U5S for the year 2000, File No. 001-06047.
B-174 Articles of Amendment to the Articles of Incorporation of
Alvarado-Martinez Construction Management Corporation (Great
Southwestern Construction, Inc.) dated November 13, 1980 - incorporated
by reference to Exhibit B-200 to GPU, Inc.'s Annual Report on Form U5S
for the year 2000, File No. 001-06047.
B-175 By-Laws of the Alvarado-Martinez Construction Management Corporation
(Great Southwestern Construction, Inc.) - incorporated by reference to
Exhibit B-201 to GPU, Inc.'s Annual Report on Form U5S for the year
2000, File No. 001-06047.
B-176 Articles of Incorporation of Hawkeye Construction, Inc. dated September
5, 1984 - incorporated by reference to Exhibit B-202 to GPU, Inc.'s
Annual Report on Form U5S for the year 2000, File No. 001-06047.
B-177 By-Laws of Hawkeye Construction, Inc. dated September 5, 1984 -
incorporated by reference to Exhibit B-203 to GPU, Inc.'s Annual Report
on Form U5S for the year 2000, File No. 001-06047.
C. Instruments Defining the Rights of Security Holders, including
--------------------------------------------------------------
Identures, Outstanding and Uncompleted Contracts or Agreements
--------------------------------------------------------------
FirstEnergy
-----------
C-1 Rights Agreement, dated December 1, 1997 - incorporated by reference to
Exhibit 4.1, Form 8-K.
C-2 FirstEnergy Corp. to The Bank of New York, Supplemental Indenture,
dated November 7, 2001 - incorporated by reference to Exhibit 4-2 to
FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011.
C-3 FirstEnergy Corp. Executive and Director Incentive Compensation Plan,
revised November 15, 1999 - incorporated by reference to Exhibit 10-1
to FirstEnergy's Annual Report on Form 10-K for 1999, File No.
333-21011.
C-4 Amended FirstEnergy Corp. Deferred Compensation Plan for Directors,
revised November 15, 1999 - incorporated by reference to Exhibit 10-2
to FirstEnergy's Annual Report on Form 10-K for 1999, File No.
333-21011.
130
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
FirstEnergy
-----------
C-5 Employment, severance and change of control agreement between
FirstEnergy Corp. and executive officers - incorporated by reference to
Exhibit 10-3 to FirstEnergy's Annual Report on Form 10-K for 1999, File
No. 333-21011.
C-6 FirstEnergy Corp. Supplemental Executive Retirement Plan, amended
January 1, 1999 - incorporated by reference to Exhibit 10-4 to
FirstEnergy's Annual Report on Form 10-K for 1999, File No. 333-21011.
C-7 FirstEnergy Corp. Executive Incentive Compensation Plan -incorporated
by reference to Exhibit 10-5 to FirstEnergy's Annual Report on Form
10-K for 1999, File No. 333-21011.
C-8 Restricted stock agreement between FirstEnergy Corp. and A. J.
Alexander - incorporated by reference to Exhibit 10-6 to FirstEnergy's
Annual Report on Form 10-K for 1999, File No. 333-21011.
C-9 FirstEnergy Corp. Executive and Director Incentive Compensation Plan -
incorporated by reference to Exhibit 10-1 to FirstEnergy's Annual
Report on Form 10-K for 1998, File No. 333-21011.
C-10 Amended FirstEnergy Corp. Deferred Compensation Plan for Directors,
amended February 15, 1999 - incorporated by reference to Exhibit 10-2
to FirstEnergy's Annual Report on Form 10-K for 1998, File No.
333-21011.
C-11 Restricted stock agreement between FirstEnergy Corp. and A. J.
Alexander - incorporated by reference to Exhibit 10-9 to FirstEnergy's
Annual Report on Form 10-K for 2000, File No. 333-21011.
C-12 Restricted stock agreement between FirstEnergy Corp. and H. P. Burg -
incorporated by reference to Exhibit 10-10 to FirstEnergy's Annual
Report on Form 10-K for 2000, File No. 333-21011.
C-13 Stock option agreement between FirstEnergy Corp. and officers dated
November 22, 2000 - incorporated by reference to Exhibit 10-11 to
FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011.
C-14 Stock option agreement between FirstEnergy Corp. and officers dated
March 1, 2000 - incorporated by reference to Exhibit 10-12 to
FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011.
131
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
FirstEnergy
-----------
C-15 Stock option agreement between FirstEnergy Corp. and director dated
January 1, 2000 - incorporated by reference to Exhibit 10-13 to
FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011.
C-16 Stock option agreement between FirstEnergy Corp. and two directors
dated January 1, 2001 - incorporated by reference to Exhibit 10-14 to
FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011.
C-17 Executive and Director Incentive Compensation Plan dated May 15, 2001 -
incorporated by reference to Exhibit 10-15 to FirstEnergy's Annual
Report on Form 10-K for 2001, File No. 333-21011.
C-18 Amended FirstEnergy Corp. Deferred Compensation Plan for Directors,
revised September 18, 2000 - incorporated by reference to Exhibit 10-16
to FirstEnergy's Annual Report on Form 10-K for 2001, File No.
333-21011.
C-19 Stock Option Agreements between FirstEnergy Corp. and Officers dated
May 16, 2001 - incorporated by reference to Exhibit 10-17 to
FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011.
C-20 Restricted Stock Agreements between FirstEnergy Corp. and Officers
dated February 20, 2002 - incorporated by reference to Exhibit 10-18 to
FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011.
C-21 Stock Option Agreements between FirstEnergy Corp. and One Director
dated January 1, 2002 - incorporated by reference to Exhibit 10-19 to
FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011.
C-22 FirstEnergy Corp. Executive Deferred Compensation Plan - incorporated
by reference to Exhibit 10-20 to FirstEnergy's Annual Report on Form
10-K for 2001, File No. 333-21011.
C-23 Executive Incentive Compensation Plan-Tier 2 - incorporated by
reference to Exhibit 10-21 to FirstEnergy's Annual Report on Form 10-K
for 2001, File No. 333-21011.
C-24 Executive Incentive Compensation Plan-Tier 3 - incorporated by
reference to Exhibit 10-22 to FirstEnergy's Annual Report on Form 10-K
for 2001, File No. 333-21011.
C-25 Executive Incentive Compensation Plan-Tier 4 - incorporated by
reference to Exhibit 10-23 to FirstEnergy's Annual Report on Form 10-K
for 2001, File No. 333-21011.
132
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
FirstEnergy
-----------
C-26 Executive Incentive Compensation Plan-Tier 5 - incorporated by
reference to Exhibit 10-24 to FirstEnergy's Annual Report on Form 10-K
for 2001, File No. 333-21011.
C-27 Executive and Director Stock Option Agreement dated June 11, 2002 -
incorporated by reference to Exhibit 10-28 to FirstEnergy's Annual
Report on Form 10-K for 2002, File No. 333-21011.
C-28 Director Stock Option Agreement - incorporated by reference to Exhibit
10-29 to FirstEnergy's Annual Report on Form 10-K for 2002, File No.
333-21011.
C-29 Executive and Director Incentive Compensation Plan, Amendment dated May
21, 2002 - incorporated by reference to Exhibit 10-30 to FirstEnergy's
Annual Report on Form 10-K for 2002, File No. 333-21011.
C-30 Directors Deferred Compensation Plan, Revised November 19, 2002 -
incorporated by reference to Exhibit 10-31 to FirstEnergy's Annual
Report on Form 10-K for 2002, File No. 333-21011.
C-31 Executive Incentive Compensation Plan 2002 - incorporated by reference
to Exhibit 10-32 to FirstEnergy's Annual Report on Form 10-K for 2002,
File No. 333-21011.
GPUS & GPUN
-----------
C-32 Credit Agreement between GPUS and First National Bank of Chicago, dated
as of March 27, 1996 - incorporated by reference to Exhibit B-2,
Certificate Pursuant to Rule 24, File No. 70-8793.
C-33 Performance Units Agreement Under the 1990 Stock Plan for Employees of
GPU and Subsidiaries - 1998 Agreement - incorporated by reference to
Exhibit 10-CC to GPU, Inc.'s Annual Report on Form 10K for the year
1998, File No. 1-6047.
C-34 Incentive Compensation Plan for Elected Officers of GPU Service, Inc.,
as amended and restated June 4, 1998 - incorporated by reference to
Exhibit C-5 to GPU, Inc.'s Annual Report on Form U5S for the year 1999,
File No. 30-126.
C-35 Incentive Compensation Plan for Elected Officers of GPU Nuclear, Inc.,
dated as of February 6, 1997 - incorporated by reference to Exhibit C-6
to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No.
30-126.
C-36 Employee Incentive Compensation Plan of GPU Service, Inc., dated as of
December 1, 1998 - incorporated by reference to Exhibit C-8 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.
133
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS & GPUN
-----------
C-37 Employee Incentive Compensation Plan of GPU Nuclear Inc., dated as of
April 1, 1995 - incorporated by reference to Exhibit C-8 to GPU Inc.'s
Annual Report on Form U5S for the year 1995, File No. 30-126.
C-38 GPU Service, Inc. Supplemental and Excess Benefits Plan, as amended
July 1, 1999 - incorporated by reference to Exhibit C-8 to GPU Inc.'s
Annual Report on Form U5S for the year 1999, File No. 30-126.
C-39 GPU Service, Inc. Supplemental and excess Benefits Plan, as amended
August 8, 2000 - incorporated by reference to Exhibit C-8 to GPU Inc.'s
Annual Report on Form U5S for the year 2000, File No. 1-6047.
C-40 GPU Nuclear, Inc. Supplemental and Excess Benefits Plan, as amended
June 5, 1997 - incorporated by reference to Exhibit C-11 to GPU, Inc.'s
Annual Report on Form U5S for the year 1997, File No. 30-126.
C-41 Deferred Remuneration Plan for Outside Directors of GPU Nuclear Inc.,
as amended June 5, 1997 - incorporated by reference to Exhibit C-14 to
GPU, Inc.'s Annual Report on Form U5S for the year 1997, File No.
30-126.
C-42 Form of 1998 Stock Option Agreement under the 1990 Stock Plan for
Employees of GPU, Inc. and Subsidiaries - incorporated by reference to
Exhibit 10-BB to GPU, Inc.'s Annual Report on Form 10-K for the year
1998, File No. 1-6047.
C-43 Severance Protection Agreement for Fred D. Hafer, dated November 5,
1998 - incorporated by reference to Exhibit C-24 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
C-44 Severance Protection Agreement for Carole B. Snyder, dated November 30,
1998 - incorporated by reference to Exhibit C-27 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
C-45 Amended and Restated GPU System Companies Master Directors' Benefits
Protection Trust effective June 1, 1999 - incorporated by reference to
Exhibit 10-T of GPU, Inc.'s Annual Report on Form 10-K for the year
1999, File No. 1-6047.
C-46 GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries
as amended and restated to reflect amendments through June 3, 1999 -
incorporated by reference to Exhibit 10-V of GPU, Inc.'s Annual Report
on Form 10-K for the year 1999, File No. 1-6047.
134
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS & GPUN
-----------
C-47 Form of 1999 Stock Option Agreement under the 1990 Stock Plan for
Employees of GPU, Inc. and Subsidiaries - incorporated by reference to
Exhibit 10-W of GPU, Inc.'s Annual Report on Form 10-K for the year
1999, File No. 1-6047.
C-48 Form of 1999 Performance Units Agreement under the 1990 Stock Plan for
Employees of GPU, Inc. and Subsidiaries - incorporated by reference to
Exhibit 10-X of GPU, Inc.'s Annual Report on Form 10-K for the year
1999, File No. 1-6047.
C-49 Forms of Estate Enhancement Program Agreements - incorporated by
reference to Exhibit 10-JJ of GPU, Inc.'s Annual Report on Form 10-K
for the year 1999, File No. 1-6047.
C-50 Amended GPU System Companies Deferred Compensation Plan, dated as of
August 8, 2000 - incorporated by reference to Exhibit 10-A on GPU
Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047.
C-51 Amended and restated Restricted Stock Plan for GPU, Inc.'s Outside
Directors dated as of August 8, 2000 - incorporated by reference to
Exhibit 10-M on GPU, Inc.'s Annual Report on Form 10-K for the year
2000, File No. 1-6047.
C-52 Amended and restated Retirement Plan for Outside Directors of GPU, Inc.
dated as of August 8, 2000 - incorporated by reference to Exhibit 10-N
on GPU, Inc.'s Annual Report on Form 10-K for the year 2000, File No.
1-6047.
C-53 Amended and restated Deferred Remuneration Plan for GPU, Inc.'s Outside
Directors dated as of August 8, 2000 - incorporated by reference to
Exhibit 10-O on GPU, Inc.'s Annual Report on Form 10-K for the year
2000, File No. 1-6047.
C-54 Form of 2000 Stock Option Agreement under the 1990 Stock Plan for
Employees of GPU, Inc. and Subsidiaries - incorporated by reference to
Exhibit 10-W on GPU, Inc.'s Annual Report on Form 10-K for the year
2000, File No. 1-6047.
C-55 Form of 2000 Performance Units Agreement under the 1990 Stock Plan for
Employees of GPU, Inc. and Subsidiaries - incorporated by reference to
Exhibit 10-X on GPU, Inc.'s Annual Report on Form 10-K for the year
2000, File No. 1-6047.
135
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS & GPUN
-----------
C-56 Amended Deferred Stock Unit Plan for GPU, Inc. Outside Directors dated
as of August 8, 2000 - incorporated by reference to Exhibit 10-Y on
GPU, Inc.'s Annual Report on Form 10-K for the year 2000, File No.
1-6047.
C-57 Amendment to Deferred Stock Unit Plan for GPU, Inc. Outside Directors
dated as of April 5, 2001 - incorporated by reference to Exhibit C-40
to GPU Inc.'s Annual Report on Form U5S for the year 2000, File No.
1-6047.
C-58 Amendment to GPU, Inc. 1990 Stock Plan dated as of April 5, 2001 -
incorporated by reference to Exhibit C-41 to GPU Inc.'s Annual Report
on Form U5S for the year 2000, File No. 1-6047.
C-59 Form of 2000 MYR Group Inc. Performance Units Agreement under the 1990
Stock Plan for Employees of GPU, Inc. and Subsidiaries - incorporated
by reference to Exhibit 10-Z on GPU, Inc.'s Annual Report on Form 10-K
for the year 2000, File No. 1-6047.
C-60 GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group Inc.
Employees amended as of April 5, 2001 - incorporated by reference to
Exhibit C-43 to GPU Inc.'s Annual Report on Form U5S for the year 2000,
File No. 1-6047.
C-61 Amended GPU Companies Supplemental Executive Retirement Plan, dated as
of August 9, 2000 - incorporated by reference to Exhibit 10-EE on GPU,
Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047.
OE
--
C-62 Indenture dated as of August 1, 1930 between OE and Bankers Trust
Company, (now the Bank of New York), as Trustee, as amended and
supplemented by Supplemental Indentures:
Dated as of File Reference Exhibit No.
----------- -------------- -----------
March 3, 1931 Form 10-K, 2-1725 B1,B-1(a),B-1(b)
November 1, 1935 Form 10-K, 2-2721 B-4
January 1, 1937 Form 10-K, 2-3402 B-5
September 1, 1937 Form 8-A B-6
June 13, 1939 Form 10-K, 2-5462 7(a)-7
August 1, 1974 Form 8-A, August 28, 1974 2(b)
July 1, 1976 Form 8-A, July 28, 1976 2(b)
December 1, 1976 Form 8-A, December 15, 1976 2(b)
June 15, 1977 Form 8-A, June 27, 1977 2(b)
136
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
Dated as of File Reference Exhibit No.
----------- -------------- -----------
Supplemental Indentures:
September 1, 1944 Form 10-K, 2-61146 2(b)(2)
April 1, 1945 Form 10-K, 2-61146 2(b)(2)
September 1, 1948 Form 10-K, 2-61146 2(b)(2)
May 1, 1950 Form 10-K, 2-61146 2(b)(2)
January 1, 1954 Form 10-K, 2-61146 2(b)(2)
May 1, 1955 Form 10-K, 2-61146 2(b)(2)
August 1, 1956 Form 10-K, 2-61146 2(b)(2)
March 1, 1958 Form 10-K, 2-61146 2(b)(2)
April 1, 1959 Form 10-K, 2-61146 2(b)(2)
June 1, 1961 Form 10-K, 2-61146 2(b)(2)
September 1, 1969 Form 10-K, 2-34351 2(b)(2)
May 1, 1970 Form 10-K, 2-37146 2(b)(2)
September 1, 1970 Form 10-K, 2-38172 2(b)(2)
June 1, 1971 Form 10-K, 2-40379 2(b)(2)
August 1, 1972 Form 10-K, 2-44803 2(b)(2)
September 1, 1973 Form 10-K, 2-48867 2(b)(2)
May 15, 1978 Form 10-K, 2-66957 2(b)(4)
February 1, 1980 Form 10-K, 2-66957 2(b)(5)
April 15, 1980 Form 10-K, 2-66957 2(b)(6)
June 15, 1980 Form 10-K, 2-68023 (b)(4)(b)(5)
October 1, 1981 Form 10-K, 2-74059 (4)(d)
October 15, 1981 Form 10-K, 2-75917 (4)(e)
February 15, 1982 Form 10-K, 2-75917 (4)(e)
July 1, 1982 Form 10-K, 2-89360 (4)(d)
March 1, 1983 Form 10-K, 2-89360 (4)(e)
March 1, 1984 Form 10-K, 2-89360 (4)(f)
September 15, 1984 Form 10-K, 2-92918 (4)(d)
September 27, 1984 Form 10-K, 33-2576 (4)(d)
November 8, 1984 Form 10-K, 33-2576 (4)(d)
December 1, 1984 Form 10-K, 33-2576 (4)(d)
December 5, 1984 Form 10-K, 33-2576 (4)(e)
January 30, 1985 Form 10-K, 33-2576 (4)(e)
February 25, 1985 Form 10-K, 33-2576 (4)(e)
July 1, 1985 Form 10-K, 33-2576 (4)(e)
October 1, 1985 Form 10-K, 33-2576 (4)(e)
January 15, 1986 Form 10-K, 33-8791 (4)(d)
May 20, 1986 Form 10-K, 33-8791 (4)(d)
June 3, 1986 Form 10-K, 33-8791 (4)(e)
October 1, 1986 Form 10-K, 33-29827 (4)(d)
August 25, 1989 Form 10-K, 33-34663 (4)(d)
February 15, 1991 Form 10-K, 33-39713 (4)(d)
May 1, 1991 Form 10-K, 33-45751 (4)(d)
May 15, 1991 Form 10-K, 33-45751 (4)(d)
September 15, 1991 Form 10-K, 33-45751 (4)(d)
April 1, 1992 Form 10-K, 33-48931 (4)(d)
137
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
Dated as of File Reference Exhibit No.
----------- -------------- -----------
Supplemental Indentures:
June 15, 1992 Form 10-K, 33-48931 (4)(d)
September 15, 1992 Form 10-K, 33-48931 (4)(e)
April 1, 1993 Form 10-K, 33-51139 (4)(d)
June 15, 1993 Form 10-K, 33-51139 (4)(d)
September 15, 1993 Form 10-K, 33-51139 (4)(d)
November 15, 1993 Form 10-K, 1-2578 (4)(2)
April 1, 1995 Form 10-K, 1-2578 (4)(2)
May 1, 1995 Form 10-K, 1-2578 (4)(2)
July 1, 1995 Form 10-K, 1-2578 (4)(2)
June 1, 1997 Form 10-K, 1-2578 (4)(2)
April 1, 1998 Form 10-K, 1-2578 (4)(2)
June 1, 1998 Form 10-K, 1-2578 (4)(2)
September 29, 1999 Form 10-K, 1-2578 (4)(2)
April 1, 2000 Form 10-K, 1-2578 (4)(2)(a)
April 1, 2000 Form 10-K, 1-2578 (4)(2)(b)
June 1, 2001 (A)
C-63 General Mortgage Indenture and Deed of Trust dated as of January 1,
1998 between OE and the Bank of New York, as Trustee. (Registration No.
333-05277, Exhibit 4(g).)
C-64 Administration Agreement between the CAPCO Group dated as of September
14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2)
C-65 Amendment No. 1 dated January 4, 1974 to Administration Agreement
between the CAPCO Group dated as of September 14, 1967. (Registration
No. 2-68906, Exhibit 5(c)(3).)
C-66 Transmission Facilities Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3).)
C-67 Amendment No. 1 dated as of January 1, 1993 to Transmission Facilities
Agreement between the CAPCO Group dated as of September 14, 1967. (1993
Form 10-K, Exhibit 10-4.)
C-68 Agreement for the Termination or Construction of Certain Agreements
effective September 1, 1980 among the CAPCO Group. (Registration No.
2-68906, Exhibit 10-4.)
C-69 Amendment dated as of December 23, 1993 to Agreement for the
Termination or Construction of Certain Agreements effective September
1, 1980 among the CAPCO Group. (1993 Form 10-K, Exhibit 10-6).
C-70 CAPCO Basic Operating Agreement, as amended September 1, 1980.
(Registration No. 2-68906, Exhibit 10-5.)
138
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-71 Amendment No. 1 dated August 1, 1981, and Amendment No. 2 dated
September 1, 1982 to CAPCO Basic Operating Agreement, as amended
September 1, 1980. (September 30, 1981 Form 10-Q, Exhibit 20-1 and 1982
Form 10-K, Exhibit 19-3, respectively.)
C-72 Amendment No. 3 dated July 1, 1984 to CAPCO Basic Operating Agreement,
as amended September 1, 1980. (1985 Form 10-K, Exhibit 10-7.)
C-73 Basic Operating Agreement between the CAPCO Companies as amended
October 1, 1991. (1991 Form 10-K, Exhibit 10-8.)
C-74 Basic Operating Agreement between the CAPCO Companies as amended
January 1, 1993. (1993 Form 10-K, Exhibit 10-11.)
C-75 Memorandum of Agreement effective as of September 1, 1980 among the
CAPCO Group. (1982 Form 10-K, Exhibit 19-2.)
C-76 Operating Agreement for Beaver Valley Power Station Units Nos. 1 and 2
as Amended and Restated September 15, 1987, by and between the CAPCO
Companies. (1987 Form 10-K, Exhibit 10-15.)
C-77 Construction Agreement with respect to Perry Plant between the CAPCO
Group dated as of July 22, 1974. (Registration No. 2-52251 of Toledo
Edison Company, Exhibit 5(yy).)
C-78 Amendment No. 3 dated as of October 31, 1980 to the Bond Guaranty dated
as of October 1, 1973, as amended, with respect to the CAPCO Group.
(Registration No. 2-68906 of Pennsylvania Power Company, Exhibit
10-16.)
C-79 Amendment No. 4 dated as of July 1, 1985 to the Bond Guaranty dated as
October 1, 1973, as amended, by the CAPCO Companies to National City
Bank as Bond Trustee. (1985 Form 10-K, Exhibit 10-30.)
C-80 Amendment No. 5 dated as of May 1, 1986, to the Bond Guaranty by the
CAPCO Companies to National City Bank as Bond Trustee. (1986 Form 10-K,
Exhibit 10-33.)
C-81 Amendment No. 6A dated as of December 1, 1991, to the Bond Guaranty
dated as of October 1, 1973, by The Cleveland Electric Illuminating
Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania
Power Company, The Toledo Edison Company to National City Bank, as Bond
Trustee. (1991 Form 10-K, Exhibit 10-33.)
C-82 Amendment No. 6B dated as of December 30, 1991, to the Bond Guaranty
dated as of October 1, 1973 by The Cleveland Electric Illuminating
Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania
Power Company, The Toledo Edison Company to National City Bank, as Bond
Trustee. (1991 Form 10-K, Exhibit 10-34.)
139
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-83 Bond Guaranty dated as of December 1, 1991, by The Cleveland Electric
Illuminating Company, Duquesne Light Company, Ohio Edison Company,
Pennsylvania Power Company, The Toledo Edison Company to National City
Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-35.)
C-84 Memorandum of Understanding dated March 31, 1985 among the CAPCO
Companies. (1985 Form 10-K, Exhibit 10-35.)
C-85 Ohio Edison System Executive Supplemental Life Insurance Plan. (1995
Form 10-K, Exhibit 10-44.)
C-86 Ohio Edison System Executive Incentive Compensation Plan. (1995 Form
10-K, Exhibit 10-45.)
C-87 Ohio Edison System Restated and Amended Executive Deferred Compensation
Plan. (1995 Form 10-K, Exhibit 10-46.)
C-88 Ohio Edison System Restated and Amended Supplemental Executive
Retirement Plan. (1995 Form 10-K, Exhibit 10-47.)
C-89 Severance pay agreement between Ohio Edison Company and W. R. Holland.
(1995 Form 10-K, Exhibit 10-48.)
C-90 Severance pay agreement between Ohio Edison Company and H. P. Burg.
(1995 Form 10-K, Exhibit 10-49.)
C-91 Severance pay agreement between Ohio Edison Company and A. J.
Alexander. (1995 Form 10-K, Exhibit 10-50.)
C-92 Severance pay agreement between Ohio Edison Company and J. A. Gill.
(1995 Form 10K, Exhibit 10-51.)
C-93 Participation Agreement dated as of March 16, 1987 among Perry One
Alpha Limited Partnership, as Owner Participant, the Original Loan
Participants listed in Schedule 1 Hereto, as Original Loan
Participants, PNPP Funding Corporation, as Funding Corporation, The
First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee and Ohio Edison Company, as Lessee. (1986 Form
10-K, Exhibit 28-1.)
C-94 Amendment No. 1 dated as of September 1, 1987 to Participation
Agreement dated as of March 16, 1987 among Perry One Alpha Limited
Partnership, as Owner Participant, the Original Loan Participants
listed in Schedule 1 thereto, as Original Loan Participants, PNPP
Funding Corporation, as Funding Corporation, The First National Bank of
Boston, as Owner Trustee, Irving Trust Company (now The Bank of New
York), as Indenture Trustee, and Ohio Edison Company, as Lessee. (1991
Form 10-K, Exhibit 10-46.)
140
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-95 Amendment No. 3 dated as of May 16, 1988 to Participation Agreement
dated as of March 16, 1987, as amended among Perry One Alpha Limited
Partnership, as Owner Participant, PNPP Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust Company, as
Indenture Trustee, and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-47.)
C-96 Amendment No. 4 dated as of November 1, 1991 to Participation Agreement
dated as of March 16, 1987 among Perry One Alpha Limited Partnership,
as Owner Participant, PNPP Funding Corporation, as Funding Corporation,
PNPP II Funding Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1991 Form 10-K,
Exhibit 10-47.)
C-97 Amendment No. 5 dated as of November 24, 1992 to Participation
Agreement dated as of March 16, 1987, as amended, among Perry One Alpha
Limited Partnership, as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as New Funding
Corporation, The First National Bank of Boston, as Owner Trustee, The
Bank of New York, as Indenture Trustee and Ohio Edison Company as
Lessee. (1992 Form 10-K, Exhibit 10-49.)
C-98 Amendment No. 6 dated as of January 12, 1993 to Participation Agreement
dated as of March 16, 1987 among Perry One Alpha Limited Partnership,
as Owner Participant, PNPP Funding Corporation, as Funding Corporation,
PNPP II Funding Corporation, as New Funding Corporation, The First
National Bank of Boston, as Owner Trustee, The Bank of New York, as
Indenture Trustee and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-50.)
C-99 Amendment No. 7 dated as of October 12, 1994 to Participation Agreement
dated as of March 16, 1987 as amended, among Perry One Alpha Limited
Partnership, as Owner Participant, PNPP Funding Corporation, as Funding
Corporation, PNPP II Funding Corporation, as New Funding Corporation,
The First National Bank of Boston, as Owner Trustee, The Bank of New
York, as Indenture Trustee and Ohio Edison Company, as Lessee. (1994
Form 10-K, Exhibit 10-54.)
C-100 Facility Lease dated as of March 16, 1987 between The First National
Bank of Boston, as Owner Trustee, with Perry One Alpha Limited
Partnership, Lessor, and Ohio Edison Company, Lessee. (1986 Form 10-K,
Exhibit 28-2.)
C-101 Amendment No. 1 dated as of September 1, 1987 to Facility Lease dated
as of March 16, 1997 between The First National Bank of Boston, as
Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-49.)
141
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-102 Amendment No. 2 dated as of November 1, 1991, to Facility Lease dated
as of March 16, 1987, between The First National Bank of Boston, as
Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-50.)
C-103 Amendment No. 3 dated as of November 24, 1992 to Facility Lease dated
as March 16, 1987 as amended, between The First National Bank of
Boston, as Owner Trustee, with Perry One Alpha Limited partnership, as
Owner Participant and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-54.)
C-104 Amendment No. 4 dated as of January 12, 1993 to Facility Lease dated as
of March 16, 1987 as amended, between, The First National Bank of
Boston, as Owner Trustee, with Perry One Alpha Limited Partnership, as
Owner Participant, and Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-59.)
C-105 (Amendment No. 5 dated as of October 12, 1994 to Facility Lease dated
as of March 16, 1987 as amended, between, The First National Bank of
Boston, as Owner Trustee, with Perry One Alpha Limited Partnership, as
Owner Participant, and Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-60.)
C-106 Letter Agreement dated as of March 19, 1987 between Ohio Edison
Company, Lessee, and The First National Bank of Boston, Owner Trustee
under a Trust dated March 16, 1987 with Chase Manhattan Realty Leasing
Corporation, required by Section 3(d) of the Facility Lease. (1986 Form
10-K, Exhibit 28-3.)
C-107 Ground Lease dated as of March 16, 1987 between Ohio Edison Company,
Ground Lessor, and The First National Bank of Boston, as Owner Trustee
under a Trust Agreement, dated as of March 16, 1987, with the Owner
Participant, Tenant. (1986 Form 10-K, Exhibit 28-4.)
C-108 Trust Agreement dated as of March 16, 1987 between Perry One Alpha
Limited Partnership, as Owner Participant, and The First National Bank
of Boston. (1986 Form 10-K, Exhibit 28-5.)
C-109 Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of March 16, 1987 between The First National
Bank of Boston, as Owner Trustee under a Trust Agreement dated as of
March 16, 1987 with Perry One Alpha Limited Partnership, and Irving
Trust Company, as Indenture Trustee. (1986 Form 10-K, Exhibit 28-6.)
C-110 Supplemental Indenture No. 1 dated as of September 1, 1987 to Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility
Lease dated as of March 16, 1987 between The First National Bank of
Boston as Owner Trustee and Irving Trust Company (now The Bank of New
York), as Indenture Trustee. (1991 Form 10-K, Exhibit 10-55.)
142
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-111 Supplemental Indenture No. 2 dated as of November 1, 1991 to Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility
Lease dated as of March 16, 1987 between The First National Bank of
Boston, as Owner Trustee and The Bank of New York, as Indenture
Trustee. (1991 Form 10-K, Exhibit 10-56.)
C-112 Tax Indemnification Agreement dated as of March 16, 1987 between Perry
One, Inc. and PARock Limited Partnership as General Partners and Ohio
Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-7.)
C-113 Amendment No. 1 dated as of November 1, 1991 to Tax Indemnification
Agreement dated as of March 16, 1987 between Perry One, Inc. and PARock
Limited Partnership and Ohio Edison Company. (1991 Form 10-K, Exhibit
10-58.)
C-114 Amendment No. 2 dated as of January 12, 1993 to Tax Indemnification
Agreement dated as of March 16, 1987 between Perry One, Inc. and PARock
Limited Partnership and Ohio Edison Company. (1994 Form 10-K, Exhibit
10-69.)
C-115 Amendment No. 3 dated as of October 12, 1994 to Tax Indemnification
Agreement dated as of March 16, 1987 between Perry One, Inc. and PARock
Limited Partnership and Ohio Edison Company. (1994 Form 10-K, Exhibit
10-70.)
C-116 Partial Mortgage Release dated as of March 19, 1987 under the Indenture
between Ohio Edison Company and Bankers Trust Company, as Trustee,
dated as of the 1st day of August 1930. (1986 Form 10-K, Exhibit 28-8.)
C-117 Assignment, Assumption and Further Agreement dated as of March 16, 1987
among The First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Perry One Alpha Limited
Partnership, The Cleveland Electric Illuminating Company, Duquesne
Light Company, Ohio Edison Company, Pennsylvania Power Company and
Toledo Edison Company. (1986 Form 10-K, Exhibit 28-9.)
C-118 Additional Support Agreement dated as of March 16, 1987 between The
First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Perry One Alpha Limited
Partnership, and Ohio Edison Company. (1986 Form 10-K, Exhibit 28-10.)
C-119 Bill of Sale, Instrument of Transfer and Severance Agreement dated as
of March 19, 1987 between Ohio Edison Company, Seller, and The First
National Bank of Boston, as Owner Trustee under a Trust Agreement,
dated as of March 16, 1987, with Perry One Alpha Limited Partnership.
(1986 Form 10-K, Exhibit 28-11.)
C-120 Easement dated as of March 16, 1987 from Ohio Edison Company, Grantor,
to The First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Perry One Alpha Limited
Partnership, Grantee. (1986 Form 10-K, File Exhibit 28-12.)
143
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-121 Participation Agreement dated as of March 16, 1987 among Security
Pacific Capital Leasing Corporation, as Owner Participant, the Original
Loan Participants listed in Schedule 1 Hereto, as Original Loan
Participants, PNPP Funding Corporation, as Funding Corporation, The
First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee and Ohio Edison Company, as Lessee. (1986 Form
10-K, as Exhibit 28-13.)
C-122 Amendment No. 1 dated as of September 1, 1987 to Participation
Agreement dated as of March 16, 1987 among Security Pacific Capital
Leasing Corporation, as Owner Participant, The Original Loan
Participants Listed in Schedule 1 thereto, as Original Loan
Participants, PNPP Funding Corporation, as Funding Corporation, The
First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-65.)
C-123 Amendment No. 4 dated as of November 1, 1991, to Participation
Agreement dated as of March 16, 1987 among Security Pacific Capital
Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as New Funding
Corporation, The First National Bank of Boston, as Owner Trustee, The
Bank of New York, as Indenture Trustee and Ohio Edison Company, as
Lessee. (1991 Form 10-K, Exhibit 10-66.)
C-124 Amendment No. 5 dated as of November 24, 1992 to Participation
Agreement dated as of March 16, 1987 as amended among Security Pacific
Capital Leasing Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNNP II Funding Corporation, as
New Funding Corporation, The First National Bank of Boston, as Owner
Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-71.)
C-125 Amendment No. 6 dated as of January 12, 1993 to Participation Agreement
dated as of March 16, 1987 as amended among Security Pacific Capital
Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as New Funding
Corporation, The First National Bank of Boston, as Owner Trustee, The
Bank of New York, as Indenture Trustee and Ohio Edison Company, as
Lessee. (1994 Form 10-K, Exhibit 10-80.)
C-126 Amendment No. 7 dated as of October 12, 1994 to Participation Agreement
dated as of March 16, 1987 as amended among Security Pacific Capital
Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
Funding Corporation, PNPP II Funding Corporation, as New Funding
Corporation, The First National Bank of Boston, as Owner Trustee, The
Bank of New York, as Indenture Trustee and Ohio Edison Company, as
Lessee. (1994 Form 10-K, Exhibit 10-81.)
144
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-127 Facility Lease dated as of March 16, 1987 between The First National
Bank of Boston, as Owner Trustee, with Security Pacific Capital Leasing
Corporation, Lessor, and Ohio Edison Company, as Lessee. (1986 Form
10-K, Exhibit 28-14.)
C-128 Amendment No. 1 dated as of September 1, 1987 to Facility Lease dated
as of March 16, 1987 between The First National Bank of Boston as Owner
Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-68.)
C-129 Amendment No. 2 dated as of November 1, 1991 to Facility Lease dated as
of March 16, 1987 between The First National Bank of Boston as Owner
Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
Exhibit 10-69.)
C-130 Amendment No. 3 dated as of November 24, 1992 to Facility Lease dated
as of March 16, 1987, as amended, between, The First National Bank of
Boston, as Owner Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-75.)
C-131 Amendment No. 4 dated as of January 12, 1993 to Facility Lease dated as
of March 16, 1987 as amended between, The First National Bank of
Boston, as Owner Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-76.)
C-132 Amendment No. 5 dated as of October 12, 1994 to Facility Lease dated as
of March 16, 1987 as amended between, The First National Bank of
Boston, as Owner Trustee, with Security Pacific Capital Leasing
Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-87.)
C-133 Letter Agreement dated as of March 19, 1987 between Ohio Edison
Company, as Lessee, and The First National Bank of Boston, as Owner
Trustee under a Trust, dated as of March 16, 1987, with Security
Pacific Capital Leasing Corporation, required by Section 3(d) of the
Facility Lease. (1986 Form 10-K, Exhibit 28-15.)
C-134 Ground Lease dated as of March 16, 1987 between Ohio Edison Company,
Ground Lessor, and The First National Bank of Boston, as Owner Trustee
under a Trust Agreement, dated as of March 16, 1987, with Perry One
Alpha Limited Partnership, Tenant. (1986 Form 10-K, Exhibit 28-16.)
C-135 Trust Agreement dated as of March 16, 1987 between Security Pacific
Capital Leasing Corporation, as Owner Participant, and The First
National Bank of Boston. (1986 Form 10-K, Exhibit 28-17.)
145
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-136 Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of March 16, 1987 between The First National
Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of
March 16, 1987, with Security Pacific Capital Leasing Corporation, and
Irving Trust Company, as Indenture Trustee. (1986 Form 10-K, Exhibit
28-18.)
C-137 Supplemental Indenture No. 1 dated as of September 1, 1987 to Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility
Lease dated as of March 16, 1987 between The First National Bank of
Boston, as Owner Trustee and Irving Trust Company (now The Bank of New
York), as Indenture Trustee. (1991 Form 10-K, Exhibit 10-74.)
C-138 Supplemental Indenture No. 2 dated as of November 1, 1991 to Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility
Lease dated as of March 16, 1987 between The First National Bank of
Boston, as Owner Trustee and The Bank of New York, as Indenture
Trustee. (1991 Form 10-K, Exhibit 10-75.)
C-139 Tax Indemnification Agreement dated as of March 16, 1987 between
Security Pacific Capital Leasing Corporation, as Owner Participant, and
Ohio Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-19.)
C-140 Amendment No. 1 dated as of November 1, 1991 to Tax Indemnification
Agreement dated as of March 16, 1987 between Security Pacific Capital
Leasing Corporation and Ohio Edison Company. (1991 Form 10-K, Exhibit
10-77.)
C-141 Amendment No. 2 dated as of January 12, 1993 to Tax Indemnification
Agreement dated as of March 16, 1987 between Security Pacific Capital
Leasing Corporation and Ohio Edison Company. (1994 Form 10-K, Exhibit
10-96.)
C-142 Amendment No. 3 dated as of October 12, 1994 to Tax Indemnification
Agreement dated as of March 16, 1987 between Security Pacific Capital
Leasing Corporation and Ohio Edison Company. (1994 Form 10-K, Exhibit
10-97.)
C-143 Assignment, Assumption and Further Agreement dated as of March 16, 1987
among The First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company
and Toledo Edison Company. (1986 Form 10-K, Exhibit 28-20.)
C-144 Additional Support Agreement dated as of March 16, 1987 between The
First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, and Ohio Edison Company. (1986 Form 10-K, Exhibit
28-21.)
146
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-145 Bill of Sale, Instrument of Transfer and Severance Agreement dated as
of March 19, 1987 between Ohio Edison Company, Seller, and The First
National Bank of Boston, as Owner Trustee under a Trust Agreement,
dated as of March 16, 1987, with Security Pacific Capital Leasing
Corporation, Buyer. (1986 Form 10-K, Exhibit 28-22.)
C-146 Easement dated as of March 16, 1987 from Ohio Edison Company, Grantor,
to The First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of March 16, 1987, with Security Pacific Capital
Leasing Corporation, Grantee. (1986 Form 10-K, Exhibit 28-23.)
C-147 Refinancing Agreement dated as of November 1, 1991 among Perry One
Alpha Limited Partnership, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding Corporation, as
New Funding Corporation, The First National Bank of Boston, as Owner
Trustee, The Bank of New York, as Indenture Trustee, The Bank of New
York, as Collateral Trust Trustee, The Bank of New York, as New
Collateral Trust Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-82.)
C-148 Refinancing Agreement dated as of November 1, 1991 among Security
Pacific Leasing Corporation, as Owner Participant, PNPP Funding
Corporation, as Funding Corporation, PNPP II Funding Corporation, as
New Funding Corporation, The First National Bank of Boston, as Owner
Trustee, The Bank of New York, as Indenture Trustee, The Bank of New
York, as Collateral Trust Trustee, The Bank of New York as New
Collateral Trust Trustee and Ohio Edison Company, as Lessee. (1991 Form
10-K, Exhibit 10-83.)
C-149 Ohio Edison Company Master Decommissioning Trust Agreement for Perry
Nuclear Power Plant Unit One, Perry Nuclear Power Plant Unit Two,
Beaver Valley Power Station Unit One and Beaver Valley Power Station
Unit Two dated July 1, 1993. (1993 Form 10-K, Exhibit 10-94.)
C-150 Nuclear Fuel Lease dated as of March 31, 1989, between OES Fuel,
Incorporated, as Lessor, and Ohio Edison Company, as Lessee. (1989 Form
10-K, Exhibit 10-62.)
C-151 Receivables Purchase Agreement dated as November 28, 1989, as amended
and restated as of April 23, 1993, between OES Capital, Incorporated,
Corporate Asset Funding Company, Inc. and Citicorp North America, Inc.
(1994 Form 10-K, Exhibit 10-106.)
C-152 Guarantee Agreement entered into by Ohio Edison Company dated as of
January 17, 1991. (1990 Form 10-K, Exhibit 10-64.)
C-153 Transfer and Assignment Agreement among Ohio Edison Company and
Chemical Bank, as trustee under the OE Power Contract Trust. (1990 Form
10-K, Exhibit 10-65.)
147
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-154 Renunciation of Payments and Assignment among Ohio Edison Company,
Monongahela Power Company, West Penn Power Company, and the Potomac
Edison Company dated as of January 4, 1991. (1990 Form 10-K, Exhibit
10-66.)
C-155 Transfer and Assignment Agreement dated May 20, 1994 among Ohio Edison
Company and Chemical Bank, as trustee under the OE Power Contract
Trust. (1994 Form 10-K, Exhibit 10-110.)
C-156 Renunciation of Payments and Assignment among Ohio Edison Company,
Monongahela Power Company, West Penn Power Company, and the Potomac
Edison Company dated as of May 20, 1994. (1994 Form 10-K, Exhibit
10-111.)
C-157 Transfer and Assignment Agreement dated October 12, 1994 among Ohio
Edison Company and Chemical Bank, as trustee under the OE Power
Contract Trust. (1994 Form 10-K, Exhibit 10-112.)
C-158 Renunciation of Payments and Assignment among Ohio Edison Company,
Monongahela Power Company, West Penn Power Company, and the Potomac
Edison Company dated as of October 12, 1994. (1994 Form 10-K, Exhibit
10-113.)
C-159 Participation Agreement dated as of September 15, 1987, among Beaver
Valley Two Pi Limited Partnership, as Owner Participant, the Original
Loan Participants listed in Schedule 1 Thereto, as Original Loan
Participants, BVPS Funding Corporation, as Funding Corporation, The
First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee and Ohio Edison Company as Lessee. (1987 Form
10-K, Exhibit 28-1.)
C-160 Amendment No. 1 dated as of February 1, 1988, to Participation
Agreement dated as of September 15, 1987, among Beaver Valley Two Pi
Limited Partnership, as Owner Participant, the Original Loan
Participants listed in Schedule 1 Thereto, as Original Loan
Participants, BVPS Funding Corporation, as Funding Corporation, The
First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee and Ohio Edison Company, as Lessee. (1987 Form
10-K, Exhibit 28-2.)
C-161 Amendment No. 3 dated as of March 16, 1988 to Participation Agreement
dated as of September 15, 1987, as amended, among Beaver Valley Two Pi
Limited Partnership, as Owner Participant, BVPS Funding Corporation,
The First National Bank of Boston, as Owner Trustee, Irving Trust
Company, as Indenture Trustee and Ohio Edison Company, as Lessee. (1992
Form 10-K, Exhibit 10-99.)
148
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-162 Amendment No. 4 dated as of November 5, 1992 to Participation Agreement
dated as of September 15, 1987, as amended, among Beaver Valley Two Pi
Limited Partnership, as Owner Participant, BVPS Funding Corporation,
BVPS II Funding Corporation, The First National Bank of Boston, as
Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio
Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-100.)
C-163 Amendment No. 5 dated as of September 30, 1994 to Participation
Agreement dated as of September 15, 1987, as amended, among Beaver
Valley Two Pi Limited Partnership, as Owner Participant, BVPS Funding
Corporation, BVPS II Funding Corporation, The First National Bank of
Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee
and Ohio Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-118.)
C-164 Facility Lease dated as of September 15, 1987, between The First
National Bank of Boston, as Owner Trustee, with Beaver Valley Two Pi
Limited Partnership, Lessor, and Ohio Edison Company, Lessee. (1987
Form 10-K, Exhibit 28-3.)
C-165 Amendment No. 1 dated as of February 1, 1988, to Facility Lease dated
as of September 15, 1987, between The First National Bank of Boston, as
Owner Trustee, with Beaver Valley Two Pi Limited Partnership, Lessor,
and Ohio Edison Company, Lessee. (1987 Form 10-K, Exhibit 28-4.)
C-166 Amendment No. 2 dated as of November 5, 1992, to Facility Lease dated
as of September 15, 1987, as amended, between The First National Bank
of Boston, as Owner Trustee, with Beaver Valley Two Pi Limited
Partnership, as Owner Participant, and Ohio Edison Company, as Lessee.
(1992 Form 10-K, Exhibit 10-103.)
C-167 Amendment No. 3 dated as of September 30, 1994 to Facility Lease dated
as of September 15, 1987, as amended, between The First National Bank
of Boston, as Owner Trustee, with Beaver Valley Two Pi Limited
Partnership, as Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-122.)
C-168 Ground Lease and Easement Agreement dated as of September 15, 1987,
between Ohio Edison Company, Ground Lessor, and The First National Bank
of Boston, as Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Beaver Valley Two Pi Limited Partnership,
Tenant. (1987 Form 10-K, Exhibit 28-5.)
C-169 Trust Agreement dated as of September 15, 1987, between Beaver Valley
Two Pi Limited Partnership, as Owner Participant, and The First
National Bank of Boston. (1987 Form 10-K, Exhibit 28-6.)
149
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-170 Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of September 15, 1987, between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987, with Beaver Valley Two Pi Limited
Partnership, and Irving Trust Company, as Indenture Trustee. (1987 Form
10-K, Exhibit 28-7.)
C-171 Supplemental Indenture No. 1 dated as of February 1, 1988 to Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility
Lease dated as of September 15, 1987 between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated as of September
15, 1987 with Beaver Valley Two Pi Limited Partnership and Irving Trust
Company, as Indenture Trustee. (1987 Form 10-K, Exhibit 28-8.)
C-172 Tax Indemnification Agreement dated as of September 15, 1987, between
Beaver Valley Two Pi Inc. and PARock Limited Partnership as General
Partners and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit
28-9.)
C-173 Amendment No. 1 dated as of November 5, 1992 to Tax Indemnification
Agreement dated as of September 15, 1987, between Beaver Valley Two Pi
Inc. and PARock Limited Partnership as General Partners and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-128.)
C-174 Amendment No. 2 dated as of September 30, 1994 to Tax Indemnification
Agreement dated as of September 15, 1987, between Beaver Valley Two Pi
Inc. and PARock Limited Partnership as General Partners and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-129.)
C-175 Tax Indemnification Agreement dated as of September 15, 1987, between
HG Power Plant, Inc., as Limited Partner and Ohio Edison Company, as
Lessee. (1987 Form 10-K, Exhibit 28-10.)
C-176 Amendment No. 1 dated as of November 5, 1992 to Tax Indemnification
Agreement dated as of September 15, 1987, between HG Power Plant, Inc.,
as Limited Partner and Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-131.)
C-177 Amendment No. 2 dated as of September 30, 1994 to Tax Indemnification
Agreement dated as of September 15, 1987, between HG Power Plant, Inc.,
as Limited Partner and Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-132.)
C-178 Assignment, Assumption and Further Agreement dated as of September 15,
1987, among The First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of September 15, 1987, with Beaver Valley Two
Pi Limited Partnership, The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company
and Toledo Edison Company. (1987 Form 10-K, Exhibit 28-11.)
150
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
==
C-179 Additional Support Agreement dated as of September 15, 1987, between
The First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with Beaver Valley Two Pi
Limited Partnership, and Ohio Edison Company. (1987 Form 10-K, Exhibit
28-12.)
C-180 Participation Agreement dated as of September 15, 1987, among Chrysler
Consortium Corporation, as Owner Participant, the Original Loan
Participants listed in Schedule 1 Thereto, as Original Loan
Participants, BVPS Funding Corporation as Funding Corporation, The
First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee and Ohio Edison Company, as Lessee. (1987 Form
10-K, Exhibit 28-13.)
C-181 Amendment No. 1 dated as of February 1, 1988, to Participation
Agreement dated as of September 15, 1987, among Chrysler Consortium
Corporation, as Owner Participant, the Original Loan Participants
listed in Schedule 1 Thereto, as Original Loan Participants, BVPS
Funding Corporation, as Funding Corporation, The First National Bank of
Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee,
and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-14.)
C-182 Amendment No. 3 dated as of March 16, 1988 to Participation Agreement
dated as of September 15, 1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding Corporation, The First
National Bank of Boston, as Owner Trustee, Irving Trust Company, as
Indenture Trustee, and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-114.)
C-183 Amendment No. 4 dated as of November 5, 1992 to Participation Agreement
dated as of September 15, 1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II
Funding Corporation, The First National Bank of Boston, as Owner
Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1992 Form 10-K, Exhibit 10-115.)
C-184 Amendment No. 5 dated as of January 12, 1993 to Participation Agreement
dated as of September 15, 1987, as amended, among Chrysler Consortium
Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II
Funding Corporation, The First National Bank of Boston, as Owner
Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison
Company, as Lessee. (1994 Form 10-K, Exhibit 10-139.)
C-185 Amendment No. 6 dated as of September 30, 1994 to Participation
Agreement dated as of September 15, 1987, as amended, among Chrysler
Consortium Corporation, as Owner Participant, BVPS Funding Corporation,
BVPS II Funding Corporation, The First National Bank of Boston, as
Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio
Edison Company, as Lessee. (1994 Form 10-K, Exhibit 10-140.)
151
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-186 Facility Lease dated as of September 15, 1987, between The First
National Bank of Boston, as Owner Trustee, with Chrysler Consortium
Corporation, Lessor, and Ohio Edison Company, as Lessee. (1987 Form
10-K, Exhibit 28-15.)
C-187 Amendment No. 1 dated as of February 1, 1988, to Facility Lease dated
as of September 15, 1987, between The First National Bank of Boston, as
Owner Trustee, with Chrysler Consortium Corporation, Lessor, and Ohio
Edison Company, Lessee. (1987 Form 10-K, Exhibit 28-16.)
C-188 Amendment No. 2 dated as of November 5, 1992 to Facility Lease dated as
of September 15, 1987, as amended, between The First National Bank of
Boston, as Owner Trustee, with Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-118.)
C-189 Amendment No. 3 dated as of January 12, 1993 to Facility Lease dated as
of September 15, 1987, as amended, between The First National Bank of
Boston, as Owner Trustee, with Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K,
Exhibit 10-119.)
C-190 Amendment No. 4 dated as of September 30, 1994 to Facility Lease dated
as of September 15, 1987, as amended, between The First National Bank
of Boston, as Owner Trustee, with Chrysler Consortium Corporation, as
Owner Participant, and Ohio Edison Company, as Lessee. (1994 Form 10-K,
Exhibit 10-145.)
C-191 Ground Lease and Easement Agreement dated as of September 15, 1987,
between Ohio Edison Company, Ground Lessor, and The First National Bank
of Boston, as Owner Trustee under a Trust Agreement, dated as of
September 15, 1987, with Chrysler Consortium Corporation, Tenant. (1987
Form 10-K, Exhibit 28-17.)
C-192 Trust Agreement dated as of September 15, 1987, between Chrysler
Consortium Corporation, as Owner Participant, and The First National
Bank of Boston. (1987 Form 10-K, Exhibit 28-18.)
C-193 Trust Indenture, Mortgage, Security Agreement and Assignment of
Facility Lease dated as of September 15, 1987, between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement,
dated as of September 15, 1987, with Chrysler Consortium Corporation
and Irving Trust Company, as Indenture Trustee. (1987 Form 10-K,
Exhibit 28-19.)
C-194 Supplemental Indenture No. 1 dated as of February 1, 1988 to Trust
Indenture, Mortgage, Security Agreement and Assignment of Facility
Lease dated as of September 15, 1987 between The First National Bank of
Boston, as Owner Trustee under a Trust Agreement dated as of September
15, 1987 with Chrysler Consortium Corporation and Irving Trust Company,
as Indenture Trustee. (1987 Form 10-K, Exhibit 28-20.)
152
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-195 Tax Indemnification Agreement dated as of September 15, 1987, between
Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison
Company, Lessee. (1987 Form 10-K, Exhibit 28-21.)
C-196 Amendment No. 1 dated as of November 5, 1992 to Tax Indemnification
Agreement dated as of September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-151.)
C-197 Amendment No. 2 dated as of January 12, 1993 to Tax Indemnification
Agreement dated as of September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-152.)
C-198 Amendment No. 3 dated as of September 30, 1994 to Tax Indemnification
Agreement dated as of September 15, 1987, between Chrysler Consortium
Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.
(1994 Form 10-K, Exhibit 10-153.)
C-199 Assignment, Assumption and Further Agreement dated as of September 15,
1987, among The First National Bank of Boston, as Owner Trustee under a
Trust Agreement, dated as of September 15, 1987, with Chrysler
Consortium Corporation, The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company, Pennsylvania Power
Company, and Toledo Edison Company. (1987 Form 10-K, Exhibit 28-22.)
C-200 Additional Support Agreement dated as of September 15, 1987, between
The First National Bank of Boston, as Owner Trustee under a Trust
Agreement, dated as of September 15, 1987, with Chrysler Consortium
Corporation, and Ohio Edison Company. (1987 Form 10-K, Exhibit 28-23.)
C-201 Operating Agreement dated March 10, 1987 with respect to Perry Unit No.
1 between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-24.)
C-202 Operating Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as
of June 1, 1976, and executed on September 15, 1987, by and between the
CAPCO Companies. (1987 Form 10-K, Exhibit 28-25.)
C-203 Operating Agreement for W. H. Sammis Unit No. 7 dated as of September
1, 1971 by and between the CAPCO Companies. (1987 Form 10-K, Exhibit
28-26.)
C-204 OE-APS Power Interchange Agreement dated March 18, 1987, by and among
Ohio Edison Company and Pennsylvania Power Company, and Monongahela
Power Company and West Penn Power Company and The Potomac Edison
Company. (1987 Form 10-K, Exhibit 28-27.)
C-205 OE-PEPCO Power Supply Agreement dated March 18, 1987, by and among Ohio
Edison Company and Pennsylvania Power Company and Potomac Electric
Power Company. (1987 Form 10-K, Exhibit 28-28.)
153
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-206 Supplement No. 1 dated as of April 28, 1987, to the OE-PEPCO Power
Supply Agreement dated March 18, 1987, by and among Ohio Edison
Company, Pennsylvania Power Company, and Potomac Electric Power
Company. (1987 Form 10-K, Exhibit 28-29.)
C-207 APS-PEPCO Power Resale Agreement dated March 18, 1987, by and among
Monongahela Power Company, West Penn Power Company, and The Potomac
Edison Company and Potomac Electric Power Company. (1987 Form 10-K,
Exhibit 28-30.)
Penn
----
C-208 Indenture dated as of November 1, 1945, between Penn and The First
National Bank of the City of New York (now Citibank, N.A.), as Trustee,
as supplemented and amended by Supplemental Indentures dated as of May
1, 1948, March 1, 1950, February 1, 1952, October 1, 1957, September 1,
1962, June 1, 1963, June 1, 1969, May 1, 1970, April 1, 1971, October
1, 1971, May 1, 1972, December 1, 1974, October 1, 1975, September 1,
1976, April 15, 1978, June 28, 1979, January 1, 1980, June 1, 1981,
January 14, 1982, August 1, 1982, December 15, 1982, December 1, 1983,
September 6, 1984, December 1, 1984, May 30, 1985, October 29, 1985,
August 1, 1987, May 1, 1988, November 1, 1989, December 1, 1990,
September 1, 1991, May 1, 1992, July 15, 1992, August 1, 1992, and May
1, 1993, July 1, 1993, August 31, 1993, September 1, 1993, September
15, 1993, October 1, 1993, November 1, 1993, and August 1, 1994.
(Physically filed and designated as Exhibits 2(b)(1)-1 through
2(b)(1)-15 in Registration Statement File No. 2-60837; as Exhibits
2(b)(2), 2(b)(3), and 2(b)(4) in Registration Statement File No.
2-68906; as Exhibit 4-2 in Form 10-K for 1981 File No. 1-3491; as
Exhibit 19-1 in Form 10-K for 1982 File No. 1-3491; as Exhibit 19-1 in
Form 10-K for 1983 File No. 1-3491; as Exhibit 19-1 in Form 10-K for
1984 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1985 File No.
1-3491; as Exhibit 19-1 in Form 10-K for 1987 File No. 1-3491; as
Exhibit 19-1 in Form 10-K for 1988 File No. 1-3491; as Exhibit 19 in
Form 10-K for 1989 File No. 1-3491; as Exhibit 19 in Form 10-K for 1990
File No. 1-3491; as Exhibit 19 in Form 10-K for 1991 File No. 1-3491;
as Exhibit 19-1 in Form 10-K for 1992 File No. 1-3491; as Exhibit 4-2
in Form 10-K for 1993 File No. 1-3491; and as Exhibit 4-2 in Form 10-K
for 1994 File No. 1-3491.)
C-209 Supplemental Indenture dated as of September 1, 1995, between Penn and
Citibank, N.A., as Trustee. (1995 Form 10-K, Exhibit 4-2.)
C-210 Supplemental Indenture dated as of June 1, 1997, between Penn and
Citibank, N.A., as Trustee. (1997 Form 10-K, Exhibit 4-3.)
154
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penn
----
C-211 Supplemental Indenture dated as of June 1, 1998, between Penn and
Citibank, N. A., as Trustee. (1998 Form 10-K, Exhibit 4-4.)
C-212 Supplemental Indenture dated as of September 29, 1999, between Penn and
Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-5.)
C-213 Supplemental Indenture dated as of November 15, 1999, between Penn and
Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-6.)
C-214 Supplemental Indenture dated as of June 1, 2001. (2001 Form 10-K,
Exhibit 4-7.)
C-215 Administration Agreement between the CAPCO Group dated as of September
14, 1967. (Registration Statement of Ohio Edison Company, File No.
2-43102, Exhibit 5(c)(2).)
C-216 Amendment No. 1 dated January 4, 1974 to Administration Agreement
between the CAPCO Group dated as of September 14, 1967. (Registration
Statement No. 2-68906, Exhibit 5 (c)(3).)
C-217 Transmission Facilities Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration Statement of Ohio Edison Company,
File No. 2-43102, Exhibit 5 (c)(3).)
C-218 Amendment No. 1 dated as of January 1, 1993 to Transmission Facilities
Agreement between the CAPCO Group dated as of September 14, 1967. (1993
Form 10-K, Exhibit 10-4, Ohio Edison Company.)
C-219 Agreement for the Termination or Construction of Certain Agreements
effective September 1, 1980 among the CAPCO Group. (Registration
Statement No. 2-68906, Exhibit 10-4.)
C-220 Amendment dated as of December 23, 1993 to Agreement for the
Termination or Construction of Certain Agreements effective September
1, 1980 among the CAPCO Group. (1993 Form 10-K, Exhibit 10-6, Ohio
Edison Company.)
C-221 CAPCO Basic Operating Agreement, as amended September 1, 1980.
(Registration Statement No. 2-68906, as Exhibit 10-5.)
C-222 Amendment No. 1 dated August 1, 1981 and Amendment No. 2 dated
September 1, 1982, to CAPCO Basic Operating Agreement as amended
September 1, 1980. (September 30, 1981 Form 10-Q, Exhibit 20-1 and 1982
Form 10-K, Exhibit 19-3, File No. 1-2578, of Ohio Edison Company.)
155
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penn
----
C-223 Amendment No. 3 dated as of July 1, 1984, to CAPCO Basic Operating
Agreement as amended September 1, 1980. (1985 Form 10-K, Exhibit 10-7,
File No. 1-2578, of Ohio Edison Company.)
C-224 Basic Operating Agreement between the CAPCO Companies as amended
October 1, 1991. (1991 Form 10-K, Exhibit 10-8, File No. 1-2578, of
Ohio Edison Company.)
C-225 Basic Operating Agreement between the CAPCO Companies as amended
January 1, 1993. (1993 Form 10-K, Exhibit 10-11, Ohio Edison.)
C-226 Memorandum of Agreement effective as of September 1, 1980, among the
CAPCO Group. (1991 Form 10-K, Exhibit 19-2, Ohio Edison Company.)
C-227 Operating Agreement for Beaver Valley Power Station Units Nos. 1 and 2
as Amended and Restated September 15, 1987, by and between the CAPCO
Companies. (1987 Form 10-K, Exhibit 10-15, File No. 1-2578, of Ohio
Edison Company.)
C-228 Construction Agreement with respect to Perry Plant between the CAPCO
Group dated as of July 22, 1974. (Registration Statement of Toledo
Edison Company, File No. 2-52251, as Exhibit 5 (yy).)
C-229 Memorandum of Understanding dated as of March 31, 1985, among the CAPCO
Companies. (1985 Form 10-K, Exhibit 10-35, File No. 1-2578, Ohio Edison
Company.)
C-230 Ohio Edison System Executive Supplemental Life Insurance Plan. (1995
Form 10-K, Exhibit 10-44, File No. 1-2578, Ohio Edison Company.)
C-231 Ohio Edison System Executive Incentive Compensation Plan. (1995 Form
10-K, Exhibit 10-45, File No. 1-2578, Ohio Edison Company.)
C-232 Ohio Edison System Restated and Amended Executive Deferred Compensation
Plan. (1995 Form 10-K, Exhibit 10-46, File No. 1-2578, Ohio Edison
Company.)
C-233 Ohio Edison System Restated and Amended Supplemental Executive
Retirement Plan. (1995 Form 10-K, Exhibit 10-47, File No. 1-2578, Ohio
Edison Company.)
C-234 Operating Agreement for Perry Unit No. 1 dated March 10, 1987, by and
between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-24, File No.
1-2578, Ohio Edison Company.)
156
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penn
----
C-235 Operating Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as
of June 1, 1976, and executed on September 15, 1987, by and between the
CAPCO Companies. (1987 Form 10-K, Exhibit 28-25, File No. 1-2578, Ohio
Edison Company.)
C-236 Operating Agreement for W. H. Sammis Unit No. 7 dated as of September
1, 1971, by and between the CAPCO Companies. (1987 Form 10-K, Exhibit
28-26, File No. 1-2578, Ohio Edison Company.)
C-237 OE-APS Power Interchange Agreement dated March 18, 1987, by and among
Ohio Edison Company and Pennsylvania Power Company, and Monongahela
Power Company and West Penn Power Company and The Potomac Edison
Company. (1987 Form 10-K, Exhibit 28-27, File No. 1-2578, of Ohio
Edison Company.)
C-238 OE-PEPCO Power Supply Agreement dated March 18, 1987, by and among Ohio
Edison Company and Pennsylvania Power Company and Potomac Electric
Power Company. (1987 Form 10-K, Exhibit 28-28, File No. 1-2578, of Ohio
Edison Company.)
C-239 Supplement No. 1 dated as of April 28, 1987, to the OE-PEPCO Power
Supply Agreement dated March 18, 1987, by and among Ohio Edison
Company, Pennsylvania Power Company and Potomac Electric Power Company.
(1987 Form 10-K, Exhibit 28-29, File No. 1-2578, of Ohio Edison
Company.)
C-240 APS-PEPCO Power Resale Agreement dated March 18, 1987, by and among
Monongahela Power Company, West Penn Power Company, and The Potomac
Edison Company and Potomac Electric Power Company. (1987 Form 10-K,
Exhibit 28-30, File No. 1-2578, of Ohio Edison Company.)
C-241 Pennsylvania Power Company Master Decommissioning Trust Agreement for
Beaver Valley Power Station and Perry Nuclear Power Plant dated as of
April 21, 1995. (Quarter ended June 30, 1995 Form 10-Q, Exhibit 10,
File No. 1-3491.)
C-242 Nuclear Fuel Lease dated as of March 31, 1989, between OES Fuel,
Incorporated, as Lessor, and Pennsylvania Power Company, as Lessee.
(1989 Form 10-K, Exhibit 10-39, File No. 1-3491.)
CEI and TE
----------
C-243 Rights A greement (Exhibit 4, June 25, 1996 Form 8-K, File Nos. 1-9130,
1-2323 and 1-3583).
157
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-244 Form of Note Indenture between Cleveland Electric, Toledo Edison and
The Chase Manhattan Bank, as Trustee dated as of June 13, 1997 (Exhibit
4(c), Form S-4 File No. 333-35931, filed by Cleveland Electric and
Toledo Edison).
C-245 Form of First Supplemental Note Indenture between Cleveland Electric,
Toledo Edison and The Chase Manhattan Bank, as Trustee dated as of June
13, 1997 (Exhibit 4(d), Form S-4 File No. 333-35931, filed by Cleveland
Electric and Toledo Edison).
C-246 CAPCO Administration Agreement dated November 1, 1971, as of September
14, 1967, among the CAPCO Group members regarding the organization and
procedures for implementing the objectives of the CAPCO Group (Exhibit
5(p), Amendment No. 1, File No. 2-42230, filed by Cleveland Electric).
C-247 Amendment No. 1, dated January 4, 1974, to CAPCO Administration
Agreement among the CAPCO Group members (Exhibit 5(c)(3), File No.
2-68906, filed by Ohio Edison).
C-248 CAPCO Transmission Facilities Agreement dated November 1, 1971, as of
September 14, 1967, among the CAPCO Group members regarding the
installation, operation and maintenance of transmission facilities to
carry out the objectives of the CAPCO Group (Exhibit 5(q), Amendment
No. 1, File No. 2-42230, filed by Cleveland Electric).
C-249 Amendment No. 1 to CAPCO Transmission Facilities Agreement, dated
December 23, 1993 and effective as of January 1, 1993, among the CAPCO
Group members regarding requirements for payment of invoices at
specified times, for payment of interest on non-timely paid invoices,
for restricting adjustment of invoices after a four-year period, and
for revising the method for computing the Investment Responsibility
charge for use of a member's transmission facilities (Exhibit
10b(2)(1), 1993 Form 10-K, File Nos. 1-9130, 1-2323 and 1-3583).
C-250 CAPCO Basic Operating Agreement As Amended January 1, 1993 among the
CAPCO Group members regarding coordinated operation of the members'
systems (Exhibit 10b(3), 1993 Form 10-K, File Nos. 1-9130, 1-2323 and
1-3583).
C-251 Agreement for the Termination or Construction of Certain Agreement By
and Among the CAPCO Group members, dated December 23, 1993 and
effective as of September 1, 1980 (Exhibit 10b(4), 1993 Form 10-K, File
Nos. 1-9130, 1-2323 and 1-3583).
158
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-252 Construction Agreement, dated July 22, 1974, among the CAPCO Group
members and relating to the Perry Nuclear Plant (Exhibit 5 (yy), File
No. 2-52251, filed by Toledo Edison).
C-253 Contract, dated as of December 5, 1975, among the CAPCO Group members
for the construction of Beaver Valley Unit No. 2 (Exhibit 5 (g), File
No. 2-52996, filed by Cleveland Electric).
C-254 Amendment No. 1, dated May 1, 1977, to Contract, dated as of December
5, 1975, among the CAPCO Group members for the construction of Beaver
Valley Unit No. 2 (Exhibit 5(d)(4), File No. 2-60109, filed by Ohio
Edison).
C-255 Form of Collateral Trust Indenture among CTC Beaver Valley Funding
Corporation, Cleveland Electric, Toledo Edison and Irving Trust
Company, as Trustee (Exhibit 4(a), File No. 33-18755, filed by
Cleveland Electric and Toledo Edison).
C-256 Form of Supplemental Indenture to Collateral Trust Indenture
constituting Exhibit 10d(1)(a) above, including form of Secured Lease
Obligation bond (Exhibit 4(b), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
C-257 Form of Collateral Trust Indenture among Beaver Valley II Funding
Corporation, The Cleveland Electric Illuminating Company and The Toledo
Edison Company and The Bank of New York, as Trustee (Exhibit (4)(a),
File No. 33-46665, filed by Cleveland Electric and Toledo Edison).
C-258 Form of Supplemental Indenture to Collateral Trust Indenture
constituting Exhibit 10d(1)(c) above, including form of Secured Lease
Obligation Bond (Exhibit (4)(b), File No. 33-46665, filed by Cleveland
Electric and Toledo Edison).
C-259 Form of Collateral Trust Indenture among CTC Mansfield Funding
Corporation, Cleveland Electric, Toledo Edison and IBJ Schroder Bank &
Trust Company, as Trustee (Exhibit 4(a), File No. 33-20128, filed by
Cleveland Electric and Toledo Edison).
C-260 Form of Supplemental Indenture to Collateral Trust Indenture
constituting Exhibit 10d(2)(a) above, including forms of Secured Lease
Obligation bonds (Exhibit 4(b), File No. 33-20128, filed by Cleveland
Electric and Toledo Edison).
159
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-261 Form of Facility Lease dated as of September 15, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987 with the limited partnership Owner Participant
named therein, Lessor, and Cleveland Electric and Toledo Edison, Lessee
(Exhibit 4(c), File No. 33-18755, filed by Cleveland Electric and
Toledo Edison).
C-262 Form of Amendment No. 1 to Facility Lease constituting Exhibit
10d(3)(a) above (Exhibit 4(e), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
C-263 Form of Facility Lease dated as of September 15, 1987 between The First
National Bank of Boston, as Owner Trustee under a Trust Agreement dated
as of September 15, 1987 with the corporate Owner Participant named
therein, Lessor, and Cleveland Electric and Toledo Edison, Lessees
(Exhibit 4(d), File No. 33-18755, filed by Cleveland Electric and
Toledo Edison).
C-264 Form of Amendment No. 1 to Facility Lease constituting Exhibit
10d(4)(a) above (Exhibit 4(f), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
C-265 Form of Facility Lease dated as of September 30, 1987 between Meridian
Trust Company, as Owner Trustee under a Trust Agreement dated as of
September 30, 1987 with the Owner Participant named therein, Lessor,
and Cleveland Electric and Toledo Edison, Lessees (Exhibit 4(c), File
No. 33-20128, filed by Cleveland Electric and Toledo Edison).
C-266 Form of Amendment No. 1 to the Facility Lease constituting Exhibit
10d(5)(a) above (Exhibit 4(f), File No. 33-20128, filed by Cleveland
Electric and Toledo Edison).
C-267 Form of Participation Agreement dated as of September 15, 1987 among
the limited partnership Owner Participant named therein, the Original
Loan Participants listed in Schedule 1 thereto, as Original Loan
Participants, CTC Beaver Valley Fund Corporation, as Funding
Corporation, The First National Bank of Boston, as Owner Trustee,
Irving Trust Company, as Indenture Trustee, and Cleveland Electric and
Toledo Edison, as Lessees (Exhibit 28(a), File No. 33-18755, filed by
Cleveland Electric And Toledo Edison).
C-268 Form of Amendment No. 1 to Participation Agreement constituting Exhibit
10d(6)(a) above (Exhibit 28(c), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
160
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-269 Form of Participation Agreement dated as of September 15, 1987 among
the corporate Owner Participant named therein, the Original Loan
Participants listed in Schedule 1 thereto, as Owner Loan Participants,
CTC Beaver Valley Funding Corporation, as Funding Corporation, The
First National Bank of Boston, as Owner Trustee, Irving Trust Company,
as Indenture Trustee, and Cleveland Electric and Toledo Edison, as
Lessees (Exhibit 28(b), File No. 33-18755, filed by Cleveland Electric
and Toledo Edison).
C-270 Form of Amendment No. 1 to Participation Agreement constituting Exhibit
10d(7)(a) above (Exhibit 28(d), File No. 33-18755, filed by Cleveland
Electric and Toledo Edison).
C-271 Form of Participation Agreement dated as of September 30, 1987 among
the Owner Participant named therein, the Original Loan Participants
listed in Schedule II thereto, as Owner Loan Participants, CTC
Mansfield Funding Corporation, Meridian Trust Company, as Owner
Trustee, IBJ Schroder Bank & Trust Company, as Indenture Trustee, and
Cleveland Electric and Toledo Edison, as Lessees (Exhibit 28(a), File
No. 33-0128, filed by Cleveland Electric and Toledo Edison).
C-272 Form of Amendment No. 1 to the Participation Agreement constituting
Exhibit 10d(8)(a) above (Exhibit 28(b), File No. 33-20128, filed by
Cleveland Electric and Toledo Edison).
C-273 Form of Ground Lease dated as of September 15, 1987 between Toledo
Edison, Ground Lessor, and The First National Bank of Boston, as Owner
Trustee under a Trust Agreement dated as of September 15, 1987 with the
Owner Participant named therein, Tenant (Exhibit 28(e), File No.
33-18755, filed by Cleveland Electric and Toledo Edison).
C-274 Form of Site Lease dated as of September 30, 1987 between Toledo
Edison, Lessor, and Meridian Trust Company, as Owner Trustee under a
Trust Agreement dated as of September 30, 1987 with the Owner
Participant named therein, Tenant (Exhibit 28(c), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
C-275 Form of Site Lease dated as of September 30, 1987 between Cleveland
Electric, Lessor, and Meridian Trust Company, as Owner Trustee under a
Trust Agreement dated as of September 30, 1987 with the Owner
Participant named therein, Tenant (Exhibit 28(d), File No. 33-20128,
filed by Cleveland Electric and Toledo Edison).
161
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-276 Form of Amendment No. 1 to the Site Leases constituting Exhibits
10d(10) and 10d(11) above (Exhibit 4(f), File No. 33-20128, filed by
Cleveland Electric and Toledo Edison).
C-277 Form of Assignment, Assumption and Further Agreement dated as of
September 15, 1987 among The First National Bank of Boston, as Owner
Trustee under a Trust Agreement dated as of September 15, 1987 with the
Owner Participant named therein, Cleveland Electric, Duquesne, Ohio
Edison, Pennsylvania Power and Toledo Edison (Exhibit 28(f), File No.
33-18755, filed by Cleveland Electric and Toledo Edison).
C-278 Form of Additional Support Agreement dated as of September 15, 1987
between The First National Bank of Boston, as Owner Trustee under a
Trust Agreement dated as of September 15, 1987 with the Owner
Participant named therein, and Toledo Edison (Exhibit 28(g), File No.
33-18755, filed by Cleveland Electric and Toledo Edison).
C-279 Form of Support Agreement dated as of September 30, 1987 between
Meridian Trust Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant named therein,
Toledo Edison, Cleveland Electric, Duquesne, Ohio Edison and
Pennsylvania Power (Exhibit 28(e), File No. 33-20128, filed by
Cleveland Electric and Toledo Edison).
C-280 Form of Indenture, Bill of Sale, Instrument of Transfer and Severance
Agreement dated as of September 30, 1987 between Toledo Edison, Seller,
and The First National Bank of Boston, as Owner Trustee under a Trust
Agreement dated as of September 15, 1987 with the Owner Participant
named therein, Buyer (Exhibit 28(h), File No. 33-18755, filed by
Cleveland Electric and Toledo Edison).
C-281 Form of Bill of Sale, Instrument of Transfer and Severance Agreement
dated as of September 30, 1987 between Toledo Edison, Seller, and
Meridian Trust Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant named therein,
Buyer (Exhibit 28(f), File No. 33-20128, filed by Cleveland Electric
and Toledo Edison).
C-282 Form of Bill of Sale, Instrument of Transfer and Severance Agreement
dated as of September 30, 1987 between Cleveland Electric, Seller, and
Meridian Trust Company, as Owner Trustee under a Trust Agreement dated
as of September 30, 1987 with the Owner Participant named therein,
Buyer (Exhibit 28(g), File No. 33-20128, filed by Cleveland Electric
and Toledo Edison).
162
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-283 Forms of Refinancing Agreement, including exhibits thereto, among the
Owner Participant named therein, as Owner Participant, CTC Beaver
Valley Funding Corporation, as Funding Corporation, Beaver Valley II
Funding Corporation, as New Funding Corporation, The Bank of New York,
as Indenture Trustee, The Bank of New York, as New Collateral Trust
Trustee, and The Cleveland Electric Illuminating Company and The Toledo
Edison Company, as Lessees (Exhibit (28)(e)(i), File No. 33-46665,
filed by Cleveland Electric and Toledo Edison).
C-284 Form of Amendment No. 2 to Facility Lease among Citicorp Lescaman,
Inc., Cleveland Electric and Toledo Edison (Exhibit 10(a), Form S-4
File No. 333-47651, filed by Cleveland Electric).
C-285 Form of Amendment No. 3 to Facility Lease among Citicorp Lescaman,
Inc., Cleveland Electric and Toledo Edison (Exhibit 10(b), Form S-4
File No. 333-47651, filed by Cleveland Electric).
C-286 Form of Amendment No. 2 to Facility Lease among US West Financial
Services, Inc., Cleveland Electric and Toledo Edison (Exhibit 10(c),
Form S-4 File No. 333-47651, filed by Cleveland Electric).
C-287 Form of Amendment No. 3 to Facility Lease among US West Financial
Services, Inc., Cleveland Electric and Toledo Edison (Exhibit 10(d),
Form S-4 File No. 333-47651, filed by Cleveland Electric).
C-288 Form of Amendment No. 2 to Facility Lease among Midwest Power Company,
Cleveland Electric and Toledo Edison (Exhibit 10(e), Form S-4 File No.
333-47651, filed by Cleveland Electric).
C-289 Centerior Energy Corporation Equity Compensation Plan (Exhibit 99, Form
S-8, File No. 33-59635).
CEI
---
C-290 Mortgage and Deed of Trust between CEI and Guaranty Trust Company of
New York (now The Chase Manhattan Bank (National Association)), as
Trustee, dated July 1, 1940 (Exhibit 7(a), File No. 2-4450).
Supplemental Indentures between CEI and the Trustee, dated as follows:
Dated as of File Reference Exhibit No.
----------- -------------- -----------
July 1, 1940 Form 10-K, 2-445 7(b)
August 18, 1944 Form 10-K, 2-9887 4(c)
December 1, 1947 Form 10-K, 2-7306 7(d)
September 1, 1950 Form 10-K, 2-8587 7(c)
163
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
CEI
---
Dated as of File Reference Exhibit No.
----------- -------------- -----------
June 1, 1951 Form 10-K, 2-8994 7(f)
May 1, 1954 Form 10-K, 2-10830 4(d)
March 1, 1958 Form 10-K, 2-13839 2(a)(4)
April 1, 1959 Form 10-K, 2-14753 2(a)(4)
December 20, 1967 Form 10-K, 2-30759 2(a)(4)
January 15, 1969 Form 10-K, 2-30759 2(a)(5)
November 1, 1969 Form 10-K, 2-35008 2(a)(4)
June 1, 1970 Form 10-K, 2-37235 2(a)(4)
November 15, 1970 Form 10-K, 2-38460 2(a)(4)
May 1, 1974 Form 10-K, 2-50537 2(a)(4)
April 15, 1975 Form 10-K, 2-52995 2(a)(4)
April 16, 1975 Form 10-K, 2-53309 2(a)(4)
May 28, 1975 June 5,1975 Form 8-A, 1-2323 2(c)
February 1, 1976 1975 Form 10 K, 1-2323 3(d)(6)
November 23, 1976 Form 10-K, 2-57375 2(a)(4)
July 26, 1977 Form 10-K, 2-59401 2(a)(4)
September 7, 1977 Form 10-K, 2-67221 2(a)(5)
May 1, 1978 June 30,1978 Form 10-Q, 1-2323 2(b)
September 1, 1979 September 30, 1979 Form 10-Q, 2(a)
1-2323
April 1, 1980 September 30, 1980 Form 10-Q, 4(a)(2)
1-2323
April 15, 1980 September 30, 1980 Form 10-Q, 4(b)
1-2323
May 28, 1980 Amendment No. 1, 2-67221 2(a)(4)
June 9, 1980 September 30, 1980 Form 10-Q, 4(d)
1-2323
December 1, 1980 1980 Form 10-K, 1-2323 4(b) (29)
July 28, 1981 September 30, 1981, Form 10-Q, 4(a)
1-2323
August 1, 1981 September 30, 1981, Form 10-Q, 4(b)
1-2323
March 1, 1982 Amendment No. 1, 2-76029 4(b)(3)
July 15, 1982 September 30, 1982 Form 10-Q, 4(a)
1-2323
September 1, 1982 September 30, 1982 Form 10-Q, 4(a)(1)
1-2323
November 1, 1982 September 30, 1982 Form 10-Q, (a)(2)
1-2323
November 15, 1982 1982 Form 10-K, 1-2323 4(b)(36)
May 24, 1983 June 30, 1983 Form 10-Q, 1-2323 4(a)
May 1, 1984 June 30, 1984 Form 10-Q, 1-2323 4
May 23, 1984 May 22,1984 Form 8-K, 1-2323 4
June 27, 1984 June 11, 1984 Form 8-K, 1-2323) 4
September 4, 1984 1984 Form 10-K, 1-2323 4b(41)
November 14, 1984 1984 Form 10 K, 1-2323 4b(42)
November 15, 1984 1984 Form 10-K, 1-2323 4b(43)
April 15, 1985 May 8, 1985 Form 8-K, 1-2323 4(a)
May 28, 1985 May 8, 1985 Form 8-K, 1-2323 4(b)
164
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI
---
Dated as of File Reference Exhibit No.
----------- -------------- -----------
August 1, 1985 September 30, 1985 Form 10-Q, 4
1-2323
September 1, 1985 September 30, 1985 Form 8-K, 4
1-2323
November 1, 1985 January 31, 1986 Form 8-K, 4
1-2323
April 15, 1986 March 31, 1986 Form 10-Q, 4
1-2323
May 14, 1986 June 30, 1986 Form 10Q, 1-2323 4(a)
May 15, 1986 June 30, 1986 Form 10-Q,1-2323 4(b)
February 25, 1987 1986 Form 10-K, 1-2323 4b(52)
October 15, 1987 September 30, 1987 Form 10-Q 4
1-2323
February 24, 1988 1987 Form 10-K, 1-2323 4b(54)
September 15, 1988 1988 Form 10-K, 1-2323 4b(55)
May 15, 1989 33-32724 4(a)(2)(i)
June 13, 1989 File No. 33-32724 4(a)(2)(ii)
October 15, 1989 33-32724 4(a)(2)(iii)
January 1, 1990 1989 Form 10-K, 1-2323 4b(59)
June 1, 1990 September 30, 1990 Form 10-Q, 4(a)
1-2323
August 1, 1990 September 30, 1990 Form 10-Q, 4(b)
1-2323
May 1, 1991 June 30, 1991 Form 10-Q, 4(a)
1-2323
May 1, 1992 33-48845 4(a)(3)
July 31, 1992 33-57292 4(a)(3)
January 1, 1993 1992 Form 10-K, 1-2323 4b(65)
February 1, 1993 1992 Form 10-K, 1-2323 4b(66)
May 20, 1993 July 14, 1993 Form 8-K, 1-2323 4(a)
June 1, 1993 July 14, 1993 Form 8-K, 1-2323 4(b)
September 15, 1994 September 30, 1994 Form 10-Q, 4(a)
1-2323
May 1, 1995 September 30, 1995 Form 10-Q, 4(a)
1-2323
May 2, 1995 September 30, 1995 Form 10-Q, 4(b)
1-2323
June 1, 1995 September 30, 1995 Form 10-Q, 4(c)
1-2323
July 15, 1995 1995 Form 10-K, 1-2323 4b(73
August 1, 1995 1995 Form 10-K, 1-2323 4b(74)
June 15, 1997 Form S-4, 333-35931, filed by 4(a)
CEI and TE
October 15, 1997 Form S-4, 333-47651, filed by 4(a)
Cleveland Electric
June 1, 1998 Form S-4, 333-72891 4b(77)
October 1, 1998 Form S-4, 333-72891 4b(78)
October 1, 1998 Form S-4, 333-72891 4b(79)
February 24, 1999 Form S-4, 333-72891 4b(80)
165
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
CEI
---
Dated as of File Reference Exhibit No.
----------- -------------- -----------
September 29, 1999 1999 Form 10-K, 1-2323 4b(81)
January 15, 2000 1999 Form 10-K, 1-2323 4b(82)
May 15, 2002 2002 Form 10-K, 1-2323 4b(83)
October 1, 2002 2002 Form 10-K, 1-2323 4b(84)
C-291 Form of Note Indenture between Cleveland Electric and The Chase
Manhattan Bank, as Trustee dated as of October 24, 1997 (Exhibit 4(b),
Form S-4 File No. 333-47651, filed by Cleveland Electric).
C-292 Form of Supplemental Note Indenture between Cleveland Electric and The
Chase Manhattan Bank, as Trustee dated as of October 24, 1997 (Exhibit
4(c), Form S-4 File No. 333-47651, filed by Cleveland Electric).
C-293 Administration Agreement between the CAPCO Group dated as of September
14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2).)
C-294 Amendment No. 1 dated January 4, 1974 to Administration Agreement
between the CAPCO Group dated as of September 14, 1967. (Registration
No. 2-68906, Exhibit 5(c)(3).)
C-295 Transmission Facilities Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3).)
C-296 Amendment No. 1 dated as of January 1, 1993 to Transmission Facilities
Agreement between the CAPCO Group dated as of September 14, 1967. (1993
Form 10-K, Exhibit 10-4.)
C-297 Agreement for the Termination or Construction of Certain Agreements
effective September 1, 1980, October 15, 1997 (Exhibit 4(a), Form S-4
File No. 333-47651, filed by Cleveland Electric).
TE
--
C-298 Indenture, dated as of April 1, 1947, between TE and The Chase National
Bank of the City of New York (now The Chase Manhattan Bank (National
Association)) (Exhibit 2(b), File No. 2-26908).
Dated as of File Reference Exhibit No.
----------- -------------- -----------
September 1, 1948 Form 10-K, 2-26908 2(d)
April 1, 1949 Form 10-K, 2-26908 2(e)
December 1, 1950 Form 10-K, 2-26908 2(f)
March 1, 1954 Form 10-K, 2-26908 2(g)
February 1, 1956 Form 10-K, 2-26908 2(h)
May 1, 1958 Form 10-K, 2-59794 5(g)
166
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
TE
--
Dated as of File Reference Exhibit No.
----------- -------------- -----------
August 1, 1967 Form 10-K, 2-26908 2(c)
November 1, 1970 Form 10-K, 2-38569 2(c)
August 1, 1972 Form 10-K, 2-44873 2(c)
November 1, 1973 Form 10-K, 2-49428 2(c)
October 1, 1975 Form 10-K, 2-54627 2(c)
June 1, 1976 Form 10-K, 2-56396 2(c)
October 1, 1978 Form 10-K, 2-62568 2(c)
September 1, 1979 Form 10-K, 2-65350 2(c)
September 1, 1980 Form 10-K, 2-69190 4(s)
October 1, 1980 Form 10-K, 2-69190 4(c)
April 1, 1981 Form 10-K, 2-71580 4(c)
November 1, 1981 Form 10-K, 2-74485 4(c)
June 1, 1982 Form 10-K, 2-77763 4(c)
September 1, 1982 Form 10-K, 2-87323 4(x)
April 1, 1983 March 31, 1983, Form 10-Q, 4(c)
1-3583
December 1, 1983 1983 Form 10-K, 1-3583 4(x)
April 1, 1984 2-90059 4(c)
October 15, 1984 1984 Form 10-K 4(dd)
August 1, 1985 33-1689 4(ee)
December 1, 1985 33-1689 4(c)
March 1, 1986 1986 Form 10-K, 1-3583 4b(31)
October 15, 1987 September 30, 1987 Form 10-Q, 4,
1-3583
September 15, 1988 1988 Form 10-K, 1-3583 4b(33)
June 15, 1989 1989 Form 10-K, 1-3583 4b(34)
October 15, 1989 1989 Form 10-K, 1-3583 4b(35)
May 15, 1990 June 30, 1990 Form 10-Q, 1-3583 4
March 1, 1991 June 30, 1991 Form 10-Q, 1-3583 4(b)
May 1, 1992 33-48844 4(a)(3)
August 1, 1992 1992 Form 10-K, 1-3583 4b(39)
October 1, 1992 1992 Form 10-K, 1-3583 4b(40)
January 1, 1993 1992 Form 10-K, 1-3583 4b(41)
September 15, 1994 September 30, 1994 Form 10-Q, 4(b)
1-3583
May 1, 1995 September 30, 1995 Form 10-Q, 4(d)
1-3583
June 1, 1995 September 30, 1995 Form 10-Q, 4(e)
1-3583
July 14, 1995 September 30, 1995 Form 10-Q, 4(f)
1-3583
July 15, 1995 September 30, 1995 Form 10-Q, 4(g)
1-3583
August 1, 1997 1998 Form 10-K, 1-3583 4b(47)
June 1, 1998 1998 Form 10-K, 1-3583 4b(48)
January 15, 2000 1999 Form 10-K, 1-3583 4b(49)
May 1, 2000 2000 Form 10-K, 1-3583 4b(50)
September 1, 2000 4b(51)
October 1, 2002 2002 Form 10-K, 1-3583 4b(52)
167
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-299 Indenture of JCP&L, dated March 1, 1946 between JCP&L and United States
Trust Company of New York, Successor Trustee, as amended and
supplemented by eight supplemental indentures dated December 1, 1948
through June 1, 1960 - Incorporated by reference to JCP&L's Instruments
of Indebtedness Nos. 1 to 7, inclusive, and 9 and 10 filed as part of
Amendment No. 1 to 1959 Annual Report of GPU on Form U5S, SEC File Nos.
30-126 and 1-3292.
C-300 Ninth Supplemental Indenture, dated as of November 1, 1962 -
incorporated by reference to Exhibit 2-C, Registration No. 2-20732.
C-301 Tenth Supplemental Indenture, dated as of October 1, 1963 -
incorporated by reference to Exhibit 2-C, Registration No. 2-21645.
C-302 Eleventh Supplemental Indenture, dated as of October 1, 1964 -
incorporated by reference to Exhibit 5-A-3, Registration No. 2-59785.
C-303 Twelfth Supplemental Indenture, dated as of November 1, 1965 -
incorporated by reference to Exhibit 5-A-4, Registration No. 2-59785.
C-304 Thirteenth Supplemental Indenture, dated as of August 1, 1966 -
incorporated by reference to Exhibit 4-C, Registration No. 2-25124.
C-305 Fourteenth Supplemental Indenture, dated as of September 1, 1967 -
incorporated by reference to Exhibit 5-A-6, Registration No. 2-59785.
C-306 Fifteenth Supplemental Indenture, dated as of October 1, 1968 -
incorporated by reference to Exhibit 5-A-7, Registration No. 2-59785.
C-307 Sixteenth Supplemental Indenture, dated as of October 1, 1969 -
incorporated by reference to Exhibit 5-A-8, Registration No. 2-59785.
C-308 Seventeenth Supplemental Indenture, dated as of June 1, 1970 -
incorporated by reference to Exhibit 5-A-9, Registration No. 2-59785.
C-309 Eighteenth Supplemental Indenture, dated as of December 1, 1970 -
incorporated by reference to Exhibit 5-A-10, Registration No. 2-59785.
168
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-310 Nineteenth Supplemental Indenture, dated as of February 1, 1971 -
incorporated by reference to Exhibit 5-A-11, Registration No. 2-59785.
C-311 Twentieth Supplemental Indenture, dated as of November 1, 1971 -
incorporated by reference to Exhibit 5-A-12, Registration No. 2-59875.
C-312 Twenty-first Supplemental Indenture, dated as of August 1, 1972 -
incorporated by reference to Exhibit 5-A-13, Registration No. 2-59785.
C-313 Twenty-second Supplemental Indenture, dated as of August 1, 1973 -
incorporated by reference to Exhibit 5-A-14, Registration No. 2-59785.
C-314 Twenty-third Supplemental Indenture, dated as of October 1, 1973 -
incorporated by reference to Exhibit 5-A-15, Registration No. 2-59785.
C-315 Twenty-fourth Supplemental Indenture, dated as of December 1, 1973 -
incorporated by reference to Exhibit 5-A-16, Registration No. 2-59785.
C-316 Twenty-fifth Supplemental Indenture, dated as of November 1, 1974 -
incorporated by reference to Exhibit 5-A-17, Registration No. 2-59785.
C-317 Twenty-sixth Supplemental Indenture, dated as of March 1, 1975 -
incorporated by reference to Exhibit 5-A-18, Registration No. 2-59785.
C-318 Twenty-seventh Supplemental Indenture, dated as of July 1, 1975 -
incorporated by reference to Exhibit 5-A-19, Registration No. 2-59785.
C-319 Twenty-eighth Supplemental Indenture, dated as of October 1, 1975 -
incorporated by reference to Exhibit 5-A-20, Registration No. 2-59785.
C-320 Twenty-ninth Supplemental Indenture, dated as of February 1, 1976 -
incorporated by reference to Exhibit 5-A-21, Registration No. 2-59785.
C-321 Supplemental Indenture No. 29A, dated as of May 31, 1976 - incorporated
by reference to Exhibit 5-A-22, Registration No. 2-59785.
169
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-322 Thirtieth Supplemental Indenture, dated as of June 1, 1976 -
incorporated by reference to Exhibit 5-A-23, Registration No. 2-59785.
C-323 Thirty-first Supplemental Indenture, dated as of May 1, 1977 -
incorporated by reference to Exhibit 5-A-24, Registration No. 2-59785.
C-324 Thirty-second Supplemental Indenture, dated as of January 20, 1978 -
incorporated by reference to Exhibit 5-A-25, Registration No. 2-60438.
C-325 Thirty-third Supplemental Indenture, dated as of January 1, 1979 -
incorporated by reference to Exhibit A-20(b), Certificate Pursuant to
Rule 24, File No. 70-6242.
C-326 Thirty-fourth Supplemental Indenture, dated as of June l, 1979 -
incorporated by reference to Exhibit A-28, Certificate Pursuant to Rule
24, File No. 70-6290.
C-327 Thirty-sixth Supplemental Indenture, dated as of October 1, 1979 -
incorporated by reference to Exhibit A-30, Certificate Pursuant to Rule
24, File No. 70-6354.
C-328 Thirty-seventh Supplemental Indenture, dated as of September 1, 1984 -
incorporated by reference to Exhibit A-1(cc), Certificate Pursuant to
Rule 24, File No. 70-7001.
C-329 Thirty-eighth Supplemental Indenture, dated as of July 1, 1985 -
incorporated by reference to Exhibit A-1(dd), Certificate Pursuant to
Rule 24, File No. 70-7109.
C-330 Thirty-ninth Supplemental Indenture, dated as of April 1, 1988 -
incorporated by reference to Exhibit A-1(a), Certificate Pursuant to
Rule 24, File No. 70-7263.
C-331 Fortieth Supplemental Indenture, dated as of June 14, 1988 -
incorporated by reference to Exhibit A-1(ff), Certificate Pursuant to
Rule 24, File No. 70-7603.
C-332 Forty-first Supplemental Indenture, dated as of April 1, 1989 -
incorporated by reference to Exhibit A-1(gg), Certificate Pursuant to
Rule 24, File No. 70-7603.
C-333 Forty-second Supplemental Indenture, dated as of July 1, 1989 -
incorporated by reference to Exhibit A-1(hh), Certificate Pursuant to
Rule 24, File No. 70-7603.
170
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-334 Forty-third Supplemental Indenture, dated as of March 1, 1991
-incorporated by reference to Exhibit 4-A-35, Registration No.
33-45314.
C-335 Forty-fourth Supplemental Indenture, dated as of March 1, 1992 -
incorporated by reference to Exhibit 4-A-36, Registration No. 33-49405.
C-336 Forty-fifth Supplemental Indenture, dated as of October 1, 1992 -
incorporated by reference to Exhibit 4-A-37, Registration No. 33-49405.
C-337 Forty-sixth Supplemental Indenture, dated as of April 1, 1993 -
incorporated by reference to Exhibit C-15 to GPU, Inc.'s Annual Report
on Form U5S for the year 1992, File No. 30-126.
C-338 Forty-seventh Supplemental Indenture, dated as of April 10, 1993 -
incorporated by reference to Exhibit C-16 to GPU, Inc.'s Annual Report
on Form U5S for the year 1992, File No. 30-126.
C-339 Forty-eighth Supplemental Indenture, dated as of April 15, 1993 -
incorporated by reference to Exhibit C-17 to GPU, Inc.'s Annual Report
on Form U5S for the year 1992, File No. 30-126.
C-340 Forty-ninth Supplemental Indenture, dated as of October 1, 1993 -
incorporated by reference to Exhibit C-18 to GPU, Inc.'s Annual Report
on Form U5S for the year 1993, File No. 30-126.
C-341 Fiftieth Supplemental Indenture, dated as of August 1, 1994 -
incorporated by reference to Exhibit C-19 of GPU, Inc.'s Annual Report
on Form U5S for the year 1994, File No. 30-126.
C-342 Fifty-first Supplemental Indenture of JCP&L, dated August 15, 1996 -
incorporated by reference to Exhibit 4-A-43 of GPU, Inc.'s Annual
Report on Form 10-K for 1996, File No. 1-6047.
C-343 Fifty-second Supplemental Indenture of JCP&L dated July 1, 1999 -
incorporated by reference to Item 16, Exhibit 4-B-44 of Registration
No. 333-88783.
C-344 Fifty-third Supplemental Indenture of JCP&L dated November 1, 1999 -
incorporated by reference to Exhibit 4-A-45 of JCP&L's Annual Report on
Form 10-K for the year 1999, File No. 1-3141.
C-345 Subordinated Debenture Indenture, dated as of May 1, 1995 -
incorporated by reference to Exhibit A-8(a), Certificate Pursuant to
Rule 24, File No. 70-8495.
171
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-346 Fifty-fourth Supplemental Indenture of JCP&L, dated November 7, 2001 -
incorporated by reference to Exhibit 4-A-47 of JCP&L's Annual Report on
Form 10-K for the year 2001, File No. 1-3141.
C-347 Senior Note Indenture between JCP&L and United States Trust Company of
New York, dated July 1, 1999 - incorporated by reference to Exhibit 4-A
of Registration No. 333-78717.
C-348 Incentive Compensation Plan for Elected Officers of JCP&L dated
February 6, 1997 incorporated by reference to Exhibit C-74 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
C-349 Employee Incentive Compensation Plan of JCP&L, dated as of April 1,
1995 - incorporated by reference to Exhibit 10-D to GPU, Inc.'s Annual
Report on Form 10-K for the year 1995, File No. 1-6047.
C-350 JCP&L Supplemental and Excess Benefits Plan dated June 5, 1997 -
incorporated by reference to Exhibit 10-K to JCP&L's Annual Report on
Form 10-K for the year 1997, File No. 1-3141.
C-351 Amended and restated Deferred Remuneration Plan for Outside Directors
of JCP&L effective as of August 8, 2000 - incorporated by reference to
Exhibit 10-H to JCP&L's Annual Report on Form 10-K for the year 2000,
File No. 1-3141.
C-352 Form of Amendment, effective November 7, 2001, to Deferred Remuneration
Plan for Outside Directors of JCP&L - incorporated by reference to
Exhibit 10-B to JCP&L's Annual Report on Form 10-K for the year 2001,
File No. 1-3141.
Met-Ed
------
C-353 Indenture of Met-Ed, dated November 1, 1944, between Met-Ed and United
States Trust Company of New York, Successor Trustee, as amended and
supplemented by fourteen supplemental indentures dated February 1, 1947
through May 1, 1960 - Incorporated by reference to Met-Ed's Instruments
of Indebtedness Nos. 1 to 14 inclusive, and 16, filed as part of
Amendment No. 1 to 1959 Annual Report of GPU on Form U5S, SEC File Nos.
30-126 and 1-3292.
172
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-354 Supplemental Indenture, dated as of December 1, 1962 - incorporated by
reference to Exhibit 2-E(1), Registration No. 2-59678.
C-355 Supplemental Indenture, dated as of March 20, 1964 - incorporated by
reference to Exhibit 2-E(2), Registration No. 2-59678.
C-356 Supplemental Indenture, dated as of July 1, 1965 - incorporated by
reference to Exhibit 2-E(3), Registration No. 2-59678.
C-357 Supplemental Indenture, dated as of June 1, 1966 - incorporated by
reference to Exhibit 2-B-4, Registration No. 2-24883.
C-358 Supplemental Indenture, dated as of March 22, 1968 - incorporated by
reference to Exhibit 4-C-5, Registration No. 2-29644.
C-359 Supplemental Indenture, dated as of September 1, 1968 - incorporated by
reference to Exhibit 2-E(6), Registration No. 2-59678.
C-360 Supplemental Indenture, dated as of August 1, 1969 - incorporated by
reference to Exhibit 2-E(7), Registration No. 2-59678.
C-361 Supplemental Indenture, dated as of November 1, 1971 - incorporated by
reference to Exhibit 2-E(8), Registration No. 2-59678.
C-362 Supplemental Indenture, dated as of May 1, 1972 - incorporated by
reference to Exhibit 2-E(9), Registration No. 2-59678.
C-363 Supplemental Indenture, dated as of December 1, 1973 - incorporated by
reference to Exhibit 2-E(10), Registration No. 2-59678.
C-364 Supplemental Indenture, dated as of October 30, 1974 - incorporated by
reference to Exhibit 2-E(11), Registration No. 2-59678.
C-365 Supplemental Indenture, dated as of October 31, 1974 - incorporated by
reference to Exhibit 2-E(12), Registration No. 2-59678.
C-366 Supplemental Indenture, dated as of March 20, 1975 - incorporated by
reference to Exhibit 2-E(13), Registration No. 2-59678.
173
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-367 Supplemental Indenture, dated as of September 25, 1975 - incorporated
by reference to Exhibit 2-E(15), Registration No. 2-59678.
C-368 Supplemental Indenture, dated as of January 12, 1976 - incorporated by
reference to Exhibit 2-E(16), Registration No. 2-59678.
C-369 Supplemental Indenture, dated as of March 1, 1976 - incorporated by
reference to Exhibit 2-E(17), Registration No. 2-59678.
C-370 Supplemental Indenture, dated as of September 28, 1977 - incorporated
by reference to Exhibit 2-E(18), Registration No. 2-62212.
C-371 Supplemental Indenture, dated as of January 1, 1978 - incorporated by
reference to Exhibit 2-E(19), Registration No. 2-62212.
C-372 Supplemental Indenture, dated as of September 1, 1978 - incorporated by
reference to Exhibit 4-A(19), Registration No. 33-48937.
C-373 Supplemental Indenture, dated as of June 1, 1979 - incorporated by
reference to Exhibit 4-A(20), Registration No. 33-48937.
C-374 Supplemental Indenture, dated as of January l, 1980 - incorporated by
reference to Exhibit 4-A(21), Registration No. 33-48937.
C-375 Supplemental Indenture, dated as of September 1, 1981 - incorporated by
reference to Exhibit 4-A(22), Registration No. 33-48937.
C-376 Supplemental Indenture, dated as of September 10, 1981 - incorporated
by reference to Exhibit 4-A(23), Registration No. 33-48937.
C-377 Supplemental Indenture, dated as of December 1, 1982 - incorporated by
reference to Exhibit 4-A(24), Registration No. 33-48937.
C-378 Supplemental Indenture, dated as of September 1, 1983 - incorporated by
reference to Exhibit 4-A(25), Registration No. 33-48937.
174
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-379 Supplemental Indenture dated as of September 1, 1984 - incorporated by
reference to Exhibit 4-A(26), Registration No. 33-48937.
C-380 Supplemental Indenture, dated as of March 1, 1985 - incorporated by
reference to Exhibit 4-A(27), Registration No. 33-48937.
C-381 Supplemental Indenture, dated as of September l, 1985 - incorporated by
reference to Exhibit 4-A(28), Registration No. 33-48937.
C-382 Supplemental Indenture, dated as of June 1, 1988 - incorporated by
reference to Exhibit 4-A(29), Registration No. 33-48937.
C-383 Supplemental Indenture, dated as of April 1, 1990 - incorporated by
reference to Exhibit 4-A(30), Registration No. 33-48937.
C-384 Amendment, dated as of May 22, 1990, to Supplemental Indenture (dated
April 1, 1990) - incorporated by reference to Exhibit 4-A(31),
Registration No. 33-48937.
C-385 Supplemental Indenture, dated as of September 1, 1992 - incorporated by
reference to Exhibit 4-A(32)(a), Registration No. 33-48937.
C-386 Supplemental Indenture, dated as of December 1, 1993 - incorporated by
reference to Exhibit C-58 to GPU, Inc.'s Annual Report on Form U5S for
the year 1993, File No. 30-126.
C-387 Supplemental Indenture, dated as of July 15, 1995 - incorporated by
reference to Exhibit 4-B-35 to Met-Ed's Annual Report on Form 10-K for
the year 1995, File No. 1-446.
C-388 Supplemental Indenture, dated August 15, 1996 - incorporated by
reference to Exhibit 4-B-35 to Met-Ed's Annual Report on Form 10-K for
1996, File No. 1-446.
175
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-389 Supplemental Indenture, dated May 1, 1997 - incorporated by reference to
Exhibit 4-B-36 to Met-Ed's Annual Report on Form 10-K for 1997, File No.
1-446.
C-390 Indenture between Met-Ed and United States Trust Company of New York
dated May 1, 1999 - incorporated by reference to Exhibit A-11(a),
Certificate Pursuant to Rule 24, File No. 70-9329.
C-391 Supplemental Indenture between Met-Ed and United States Trust Company
of New York dated July 1, 1999 - incorporated by reference to Exhibit
4-B-38 of Met-Ed's Annual Report on Form 10-K for the year 1999, File
No. 1-446.
C-392 Senior Note Indenture between Met-Ed and United States Trust Company of
New York, dated July 1, 1999.
C-393 Supplemental Indenture, dated May 1, 2000 - incorporated by reference
to Exhibit 4-B-41 to Met-Ed's Annual Report on Form 10-K for 2002, File
No. 1-446.
C-394 First Supplemental Indenture between Met-Ed and United States Trust
Company of New York, dated August 1, 2000 - incorporated by reference
to Exhibit 4-A, June 30, 2000 Quarterly Report on Form 10-Q, SEC File
No. 1-446.
C-395 Incentive Compensation Plan for Elected Officers of Met-Ed dated
February 6, 1997 - incorporated by reference to Exhibit C-134 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File NO. 30-126.
C-396 Employee Incentive Compensation Plan of Met-Ed, dated as of April 1,
1995 - incorporated by reference to Exhibit 10-E to GPU, Inc.'s Annual
Report on Form 10-K for the year 1995, File No. 1-6047.
C-397 Met-Ed Supplemental and Excess Benefits Plan dated June 5, 1997 -
incorporated by reference to Exhibit 10-L to Met-Ed's Annual Report on
Form 10-K for the year 1997, File No. 1-446.
176
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
C-398 Mortgage and Deed of Trust of Penelec, dated January 1, 1942, between
Penelec and United States Trust Company of New York, Successor Trustee,
and indentures supplemental thereto dated March 7, 1942 through May 1,
1960 - Incorporated by reference to Penelec's Instruments of
Indebtedness Nos. 1-20, inclusive, filed as a part of Amendment No. 1
to 1959 Annual Report of GPU on Form U5S, Sec File Nos. 30-236 and
1-3292.
C-399 Supplemental Indenture, dated as of May 1, 1961 - incorporated by
reference to Exhibit 2-D(1), Registration No. 2-61502.
C-400 Supplemental Indenture, dated as of October 1, 1964 - incorporated by
reference to Exhibit 2-D(2), Registration No. 2-61502.
C-401 Supplemental Indenture, dated as of November 1, 1966 - incorporated by
reference to Exhibit 2-D(3), Registration No. 2-61502.
C-402 Supplemental Indenture, dated as of June 1, 1967 - incorporated by
reference to Exhibit 2-D(4), Registration No. 2-61502.
C-403 Supplemental Indenture, dated as of August 1, 1968 - incorporated by
reference to Exhibit 2-D(5), Registration No. 2-61502.
C-404 Supplemental Indenture, dated as of May 1, 1969 - incorporated by
reference to Exhibit 2-D(6), Registration No. 2-61502.
C-405 Supplemental Indenture, dated as of April 1, 1970 - incorporated by
reference to Exhibit 2-D(7), Registration No. 2-61502.
C-406 Supplemental Indenture, dated as of December 1, 1971 - incorporated by
reference to Exhibit 2-D(8), Registration No. 2-61502.
C-407 Supplemental Indenture, dated as of July 1, 1973 - incorporated by
reference to Exhibit 2-D(9), Registration No. 2-61502.
C-408 Supplemental Indenture, dated as of June 1, 1974 - incorporated by
reference to Exhibit 2-D(10), Registration No. 2-61502.
C-409 Supplemental Indenture, dated as of December 1, 1974 - incorporated by
reference to Exhibit 2-D(11), Registration No. 2-61502.
C-410 Supplemental Indenture, dated as of August 1, 1975 - incorporated by
reference to Exhibit 2-D(12), Registration No. 2-61502.
177
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
C-411 Supplemental Indenture, dated as of December 1, 1975 - incorporated by
reference to Exhibit 2-D(13), Registration No. 2-61502.
C-412 Supplemental Indenture, dated as of April 1, 1976 - incorporated by
reference to Exhibit 2-D(14), Registration No. 2-61502.
C-413 Supplemental Indenture, dated as of June 1, 1976 - incorporated by
reference to Exhibit 2-D(15), Registration No. 2-61502.
C-414 Supplemental Indenture, dated as of July 1, 1976 - incorporated by
reference to Exhibit 2-D(16), Registration No. 2-61502.
C-415 Supplemental Indenture, dated as of November 1, 1976 - incorporated by
reference to Exhibit 2-D(17), Registration No. 2-61502.
C-416 Supplemental Indenture, dated as of November 30, 1977 - incorporated by
reference to Exhibit 2-D(18), Registration No. 2-61502.
C-417 Supplemental Indenture, dated as of December 1, 1977 - incorporated by
reference to Exhibit 2-D(19), Registration No. 2-61502.
C-418 Supplemental Indenture, dated as of June 1, 1978 - incorporated by
reference to Exhibit 4-A(2), Registration No. 33-49669.
C-419 Supplemental Indenture, dated as of June l, 1979 - incorporated by
reference to Exhibit 4-A(3), Registration No. 33-49669.
C-420 Supplemental Indenture, dated as of September 1, 1984 - incorporated by
reference to Exhibit 4-A(4), Registration No. 33-49669.
C-421 Supplemental Indenture, dated as of December 1, 1985 - incorporated by
reference to Exhibit 4-A(5), Registration No. 33-49669.
C-422 Supplemental Indenture, dated as of December 1, 1986, - incorporated by
reference to Exhibit 4-A(6), Registration No. 33-49669.
C-423 Supplemental Indenture, dated as of May 1, 1989 - incorporated by
reference to Exhibit 4-A(7), Registration No. 33-49669.
178
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
C-424 Supplemental Indenture, dated as of December 1, 1990 - incorporated by
reference to Exhibit 4-A(8), Registration No. 33-45312.
C-425 Supplemental Indenture, dated as of March 1, 1992 - incorporated by
reference to Exhibit 4-A(9), Registration No. 33-45312.
C-426 Supplemental Indenture, dated as of June 1, 1993 - incorporated by
reference to Exhibit C-73 to GPU, Inc.'s Annual Report on Form U5S for
the year 1993, File No. 30-126.
C-427 Supplemental Indenture, dated as of November 1, 1995 - incorporated by
reference to Exhibit 4-C-11 to GPU, Inc.'s Annual Report on Form 10-K
for the year 1995, File No. 1-6047.
C-428 Supplemental Indenture, dated August 15, 1996 - incorporated by
reference to Exhibit 4-C-12 to GPU, Inc.'s Annual Report on Form 10-K
for 1996, File No. 1-6047.
C-429 Senior Note Indenture between Penelec and United States Trust Company
of New York dated April 1, 1999 - incorporated by reference to Exhibit
4-C-13 of Penelec's Annual Report on Form 10-K for the year 1999, File
No. 1-3522.
C-430 Indenture between Penelec and United States Trust Company of New York
dated June 1, 1999 - incorporated by reference to Exhibit A-11(a),
Certificate Pursuant to Rule 24, File No. 70-9327.
C-431 First Supplemental Indenture between Penelec and United States Trust
Company of New York, dated August 1, 2000 - incorporated by reference
to Exhibit 4-B, June 30, 2000 Quarterly Report on Form 10-Q, SEC File
No. 1-3522.
C-432 Incentive Compensation Plan for Elected Officers of Penelec dated
February 6, 1997 - incorporated by reference to Exhibit C-191 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
C-433 Employee Incentive Compensation Plan of Penelec, dated as of April 1,
1995 - incorporated by reference to Exhibit 10-F to GPU, Inc.'s Annual
Report on Form 10-K for the year 1995, File No. 1-6047.
C-434 Penelec Supplemental and Excess Benefits Plan dated June 5, 1997 -
incorporated by reference to Exhibit 10-M to Penelec's Annual Report on
Form 10-K for the year 1996, File No. 1-3522.
179
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS
----
C-435 Amendment to the Severance Protection Agreement for Fred D. Hafer,
dated August 8, 2000.
C-436 Amendment to the Special Severance Protection Agreement for Fred D.
Hafer, dated November 7, 2001.
C-437 Special Severance Protection Agreement for Fred D. Hafer, dated October
13, 2001.
C-438 Amendment to the Severance Protection Agreement for Carole B. Snyder,
dated August 8, 2000.
C-439 Amendment to the Special Severance Protection Agreement for Carole B.
Snyder, dated November 7, 2001.
C-440 Special Severance Protection Agreement for Carole B. Snyder, dated
October 13, 2001.
C-441 Severance Protection Agreement for Ira H. Jolles, dated November 5,
1998 - incorporated by reference to Exhibit C-25 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
C-442 Amendment to the Severance Protection Agreement for Ira H. Jolles,
dated August 8, 2000.
C-443 Amendment to the Special Severance Protection Agreement for Ira H.
Jolles, dated November 7, 2001.
C-444 Severance Protection Agreement for Bruce L. Levy, dated December 16,
1998 - incorporated by reference to Exhibit C-28 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
C-445 Amendment to the Severance Protection Agreement for Bruce L. Levy,
dated August 8, 2000.
C-446 Amendment to the Special Severance Protection Agreement for Bruce L.
Levy, dated November 7, 2001.
C-447 Severance Protection Agreement for Michael J. Chesser, dated April 17,
2000 - incorporated by reference to Exhibit C-23 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
180
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS
----
C-448 Supplemental Pension Agreement for Michael J. Chesser, dated April 17,
2000 - incorporated by reference to Exhibit C-24 to GPU, Inc.'s Annual
Report on Form U5S for the year 1999, File No. 30-126.
C-449 Amendment to the Severance Protection Agreement for Micheal J. Chesser,
dated August 8, 2000.
C-450 Special Severance Protection Agreement for Robert F. Saunders, dated
October 13, 2001.
C-451 Special Severance Protection Agreement for Leila L. Vespoli, dated
October 13, 2001.
181
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
D. Tax Allocation Agreement
------------------------
D-1 Tax Allocation Agreement as amended through March 31, 1996 -
incorporated by reference to Exhibit D-1 to GPU, Inc.'s Annual Report
on Form U5S for the year 1995, File No. 30-126.
Tax Allocation Agreement - Amendments thereto for 2000 -incorporated by
reference to Exhibit D-1 to GPU, Inc.'s Annual Report on Form U5S for
the year 2000, File No. 001-06047.
E. Other Documents
---------------
E-1 Venture Disclosures - Fiber Optic System Lease Agreements with
Non-associated Companies.
E-2 Venture Disclosures - Services to Non-Affiliated Utilities.
E-3 FirstEnergy Service Company and GPU Service, Inc. Annual Report to the
SEC on Form U-13-60 for 2002.
E-4 GPU Nuclear, Inc. - Policy for the Purchase of Computers for the
Nuclear Science Degree Program - incorporated by reference to Exhibit
E-1 to GPU, Inc.'s Annual Report on Form U5S for the year 1989, File
No. 30-126.
182
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Schedules Supporting Items of This Report
-----------------------------------------
F-1 Item 6. Part III - Compensation and other related information for the
Officers and Directors of FirstEnergy, OE, CEI, TE, JCP&L, Met-Ed and
Penelec.
F-2 Consolidating Financial Statements of Ohio Edison Company for 2002.
Consolidating Financial Statements of Cleveland Electric Illuminating
Company for 2002.
Consolidating Financial Statements of Toledo Edison Company for 2002.
Consolidating Financial Statements of Jersey Central Power & Light
Company for 2002.
Consolidating Financial Statements of Metropolitan Edison Company for
2002.
Consolidating Financial Statements of Pennsylvania Electric Company for
2002.
Consolidating Financial Statements of FirstEnergy Facilities Services
Group, LLC for 2002 - filed pursuant to request for confidential
treatment.
Consolidating Financial Statements of FirstEnergy Solutions Corp. for
2002 - filed pursuant to request for confidential treatment.
Consolidating Financial Statements of FirstEnergy Ventures Corp. for
2002 - filed pursuant to request for confidential treatment.
Consolidating Financial Statements of MARBEL Energy Corporation for
2002 - incorporated by reference to FirstEnergy's U3A2 filed on
February 28, 2003.
Consolidating Financial Statements for MYR Group Inc. for 2002 - filed
pursuant to request for confidential treatment.
H-1 Organizational chart showing the relationship of FirstEnergy Corp.
and FirstEnergy Generation Corp., an exempt wholesale generator (EWG),
in which it holds an interest.
H-2 Organizational chart showing the relationship of GPU Power, Inc. to
each exempt wholesale generator (EWG) in which it holds an interest.
H-3 Organizational chart showing the relationship of GPU Capital, Inc.
to each foreign utility company (FUCO) in which it holds an interest.
183
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Schedules Supporting Items of This Report
-----------------------------------------
I-1 Financial Statements of FirstEnergy Generation Corp. for 2002 - filed
pursuant to request for confidential treatment.
Consolidating Financial Statements of GPU Power, Inc. for 2002 - filed
pursuant to request for confidential treatment.
Financial Statements of Los Amigos Leasing Company, Ltd. for 2002 -
filed pursuant to request for confidential treatment.
Consolidating Financial Statements of GPU Capital, Inc. for 2002 -
filed pursuant to request for confidential treatment.
184
SIGNATURE
The undersigned system company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935.
FIRSTENERGY CORP.
May 12, 2003
By /s/ Harvey L. Wagner
------------------------------
Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
(Principal Accounting Officer)
185