SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2001
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, 2001
--------------------------------------------------
TABLE OF CONTENTS
-----------------
Item
No. Title Page
--- ------------------------------------------------------ ----
1. System Companies and Investments Therein 1-6
2. Acquisitions or Sales of Utility Assets 7
3. Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 8
4. Acquisition, Redemption or Retirement of
System Securities 9-15
5. Investments in Securities of Nonsystem Companies 16-21
6. Officers and Directors 22-36
7. Contributions and Public Relations 37-38
8. Service, Sales and Construction Contracts 39-40
9. Wholesale Generators and Foreign Utility Companies 41-60
10. Financial Statements and Exhibits:
Consolidating Financial Statements of
FirstEnergy Corp for 2001 61-92
----------------------------------
Exhibits 93-172
--------
Signature Page 173
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001
Number of Common Shares
or Principal Amount % of (a) Issuer Owner's
Name of Company Owned Voting Power Book Value Book Value
---------------------------------- ----------------------- ------------ ---------- ----------
FirstEnergy Corp.:
Ohio Edison Company 100 shs. 100 $2,671,001,684 $2,671,001,684
OES Capital, Inc. 200 shs. 100 53,766,680 53,766,680
OES Finance, Inc. 140 shs. 100 15,081,498 15,081,498
OES Fuel, Inc. 170 shs. 100 17,487,280 17,487,280
OES Nuclear, Inc. 1 shs. 100 3,486,224 3,486,224
OES Ventures, Inc. 110 shs. 100 14,760,501 14,760,501
Ohio Edison Financing Trust 148,454 shs. 100 3,711,350 3,711,350
Ohio Edison Financing Trust II (Inactive)
Pennsylvania Power Company 6,290,000 shs. 100 223,788,099 223,788,099
The Cleveland Electric Illuminating Company 79,590,689 shs. 100 1,082,145,427 1,082,145,427
Cleveland Electric Financing Trust I 123,720 shs. 100 3,104,599 3,104,599
Centerior Funding Corporation 1,000 shs. 100 105,786,324 105,786,324
The Toledo Edison Capital Corporation 28,036 shs. 10 2,702,262 2,702,262
The Toledo Edison Company 39,133,887 shs. 100 637,664,329 637,664,329
The Toledo Edison Capital Corporation 252,321 shs. 90 24,320,351 24,320,351
American Transmission Systems, Incorporated 1 shs. 100 302,642,981 302,642,981
FirstEnergy Solutions Corp. 8 shs. 100 (150,017,684) (150,017,684)
FirstEnergy Generation Corp. 1 shs. 100 (14,998,309) (4,998,309)
Penn Power Energy, Inc. 50 shs. 100 (8,334,858) (8,334,858)
FirstEnergy Nuclear Operating Company 1 shs. 100 (9,735,484) (9,735,484)
GPU Nuclear, Inc. (q) 2,500 shs. 100 50,000 50,000
FirstEnergy Ventures Corp. 102 shs. 100 96,587,974 96,587,974
Advanced Technologies Development Corp. 1 shs. 100 16,073,266 16,073,266
Bay Shore Power Company 750 shs. 100 40,193,532 40,193,532
Centerior Communications Holdings, Inc. 1 shs. 100 18,411,192 18,411,192
Fiber Venture Equity, Inc. (Inactive) 10 shs. 100
Centerior Energy Services, Inc. 100 shs. 100 780,046 780,046
Centerior Power Enterprises, Inc. (Inactive) 10 shs. 100
FirstEnergy Telecommunications Corp. 1 shs. 100 (300,566) (300,566)
Warrenton River Terminal, Ltd. 100 2,833,784 2,833,784
1
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 (Continued)
Number of Common Shares
or Principal Amount % of (a) Issuer Owner's
Name of Company Owned Voting Power Book Value Book Value
---------------------------------- ----------------------- ------------ ---------- ----------
FE Acquisition Corp. (Inactive) 65 shs. 100
Mid-Atlantic Energy Development Co. (Inactive) 1,900 shs. 100
FirstEnergy Properties, Inc. 400 shs. 100 32,178,250 32,178,250
BSG Properties, Inc. (Inactive) 1 shs. 100
FirstEnergy Facilities Services Group, LLC 66 shs. 100 263,818,781 263,818,781
Anacoma, Inc. 104 shs. 100 5,080,837 5,080,837
Colonial Mechanical Corporation 81,132 shs. 100 44,044,090 44,044,090
Dunbar Mechanical, Inc. 277 shs. 100 17,256,742 17,256,742
Edwards Electrical & Mechanical, Inc. 435 shs. 100 62,777,764 62,777,764
Elliott-Lewis Corporation 100 shs. 100 57,171,212 57,171,212
Sautter Crane Rental, Inc. 100 shs. 100 - -
A.A. Duckett, Inc. 1,000 shs. 100 3,458,638 3,458,638
E-L Enterprises, Inc. 1,000 shs. 100 - -
Modern Air Conditioning, Inc. 49,950 shs. 100 1,461,363 1,461,363
Airdex Air Conditioning Corporation 1,000 shs. 100 (386,510) (386,510)
R.L. Anderson, Inc. 9,800 shs. 100 2,342,095 2,342,095
The Hattenbach Company 531 shs. 100 4,375,541 4,375,541
L.H. Cranston and Sons, Inc. 1,000 shs. 100 15,550,806 15,550,806
Roth Bros., Inc. 792,312 shs. 100 32,312,029 32,312,029
R.P.C. Mechanical, Inc. 100 shs. 100 14,684,653 14,684,653
Spectrum Controls Systems 35 shs. 100 1,022,373 1,022,373
Webb Technologies, Inc. 939 shs. 100 13,959,141 13,959,141
MARBEL Energy Corporation 991 shs. 100 138,589,683 138,589,683
Marbel HoldCo, Inc. 100 shs. 100 150,710,575 150,710,575
Northeast Ohio Natural Gas Corp. 100 shs. 100 4,141,564 4,141,564
FirstEnergy Service Company 1 shs. 100 (67,882,954) (67,882,954)
GPU Service, Inc. (GPUS)(b) 5,000 shs. 100 50,000 50,000
FirstEnergy Securities Transfer Company 1 shs. 100
FELHC, Inc. 1 shs. 100 (13,037) (13,037)
Centerior Indemnity Trust (Inactive)
Centerior Service Company (Inactive) 750 shs. 100
FE Holdings, L.L.C. (Inactive)
Jersey Central Power & Light Company (JCP&L)(c) 15,371,270 shs. 100 3,163,700,889 3,163,700,889
JCP&L Preferred Capital, Inc. 100 shs. 100 16,866,114 16,866,114
JCP&L Capital L.P. (d) 100 3,866,079 3,866,079
JCP&L Transition Holdings, Inc.(e) 100 shs. 100 - -
JCP&L Transition Inc. (e) 100 shs. 100 - -
JCP&L Transition Funding, LLC (e) - . 100 1,000 1,000
2
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREINF DECEMBER 31, 2001 (Continued):
Number of Common Shares
or Principal Amount % of (a) Issuer Owner's
Name of Company Owned Voting Power Book Value Book Value
---------------------------------- ----------------------- ------------ ---------- ----------
Metropolitan Edison Company (Met-Ed)(c)(f) 859,500 shs. 100 1,288,952,535 1,288,952,535
York Haven Power Company 500 shs. 100 22,433,745 22,433,745
Met-Ed Preferred Capital II, Inc. 100 shs. 100 2,866,129 2,866,129
Met-Ed Capital II, L.P. (d) 100 3,228,297 3,228,297
Met-Ed Capital Trust (d) 100 - -
Pennsylvania Electric Company (Penelec)(c)(f) 5,290,596 shs. 100 1,306,575,546 1,306,575,546
Nineveh Water Company 5 shs. 100 1,177,075 1,177,075
The Waverly Electric Light and Power Company 600 shs. 100 15,000 15,000
Penelec Preferred Capital II, Inc. 100 shs. 100 2,871,485 2,871,485
Penelec Capital II, L.P. (d) 100 3,093,800 3,093,800
Penelec Capital Trust (d) 100 - -
GPU Advanced Resources, Inc. (GPU AR) (g) 100 shs. 100 12,798,254 12,798,254
GPU Telcom Services, Inc. (GPU Telcom) (h) 100 shs. 100 (29,422,222) (29,422,222)
MYR Group Inc. (MYR)(j) 6,702,426 shs 100 153,236,782 153,236,782
The L. E. Myers Company 1,000 shs. 100 52,897,925 52,897,925
Hawkeye Construction, Inc. 550 shs. 100 3,917,309 3,917,309
Myrcom, Inc. 100 shs. 100 (2,209,245) (2,209,245)
MYRpower, Inc. 100 shs. 100 2,814,582 2,814,582
Great Southwestern Construction, Inc. 50,000 shs. 100 8,549,587 7,121,203
Harlan Electric Company 100 shs. 100 61,881,432 61,881,432
Sturgeon Electric Company, Inc. 100 shs. 100 55,681,160 55,681,160
ComTel Technology, Inc. 50,000 shs. 100 (183,679) (183,679)
Power Piping Company 9,900 shs. 100 4,778,018 4,778,018
D.W.Close Company, Inc. 26,450 shs. 100 1,336,425 1,336,425
GPU Diversified Holdings LLC (k) - 100 26,457,774 26,457,774
GPU Solar, Inc. 50 shs. 50 818,894 409,447
GPU EnerTech Holdings, Inc. (i) 100 shs. 100 1,210,814 1,192,414
GPU Distributed Power, Inc. 100 100 100
GPU Power, Inc. (GPU Power) (l) 1,000 shs. 100 97,094,617 97,094,617
Guaracachi America, Inc. (l) 100 shs. 100 50,111,134 50,111,134
Empresa Guaracachi S.A. (l) 822,779 shs. 50 85,388,243 48,915,664
EI Barranquilla, Inc. (l) 100 shs. 100 39,906,191 39,906,191
Termobarranquilla, S.A. (l) 420,592 shs. 29 - -
Barranquilla Lease Holding, Inc. (l) 100 shs. 100 49,415,122 49,415,122
Los Amigos Leasing Company, Ltd. (l) 12,000 shs. 100 12,000 12,000
EI International (l) 100 shs. 100 1,097,783 1,097,783
GPUI Colombia, Ltda. (l) (m) 100 shs. 100 1,317,614 1,317,614
3
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 (Continued):
Number of Common Shares
or Principal Amount % of (a) Issuer Owner's
Name of Company Owned Voting Power Book Value Book Value
---------------------------------- ----------------------- ------------ ---------- ----------
GPU Power Philippines, Inc. (l) 100 shs. 100 100 100
Magellan Utilities Development Corporation (l) 17,264 shs. 40 - -
GPU International Asia, Inc. (l) 100 shs. 100 (495,075) (530,805)
GPU Power Ireland, Inc. (l) (Inactive) 100 shs. 100 - -
Hanover Energy Corporation (l) (Inactive) 100 shs. 100 - -
Austin Cogeneration Corporation (l) (Inactive) 100 shs. 100 - -
Austin Cogeneration Partners, L.P.(l) (Inactive) (p) 100 - -
International Power Advisors, Inc. (l) 100 shs. 100 3,316,066 3,316,066
EI Canada Holding Limited (l) 1,000 shs. 100 (161,689) (161,689)
EI Services Canada Limited (l) 1,000 shs. 100 (156,533) (156,533)
EI Brooklyn Power Limited (l) 1,000 shs. 100 (4,915) (4,915)
EI Brooklyn Investments Limited (l) 1,000 shs. 100 (919) (919)
NCP Ada Power, Inc. (n) (Inactive) 1,000 shs. 100 273,423 273,423
NCP Energy, Inc. (n) 1,000 shs. 100 14,238,418 14,238,418
Syracuse Orange Partners LP - - - -
GPU Capital, Inc. (GPU Capital) (o) 100 shs. 100 466,200,648 458,425,160
GPU Electric, Inc. (GPU Electric) (o) 100 shs. 100 1,634,507,568 1,634,507,568
GPU Argentina Holdings, Inc. (o) 100 shs. 100 190,803,873 163,971,828
GPU Argentina Services S.R.L. (o) 5,000 shs. 100 41,505 41,505
GPU Empresa Distribuidora Electrica
Regional, S.A. (EMDERSA) (o) 35,066,710 shs. 100 75,578,249 145,000,000
GPU Australia Holdings, Inc. (o) 100 shs. 100 318,443,354 318,443,354
VicGas Holdings, Inc. (o) 100 shs. 100 258,681,806 258,681,806
Victoria Electric Holdings, Inc. (o) 100 shs. 100 25,833,922 25,833,922
Victoria Electric, Inc. (o) 100 shs. 100 166,239,799 166,239,799
Austran Holdings, Inc. (o) 100 shs. 100 66,532,775 66,532,775
GPU International Australia Pty Ltd. 10,000,000 shs. 100 790,780 790,780
EI UK Holdings, Inc. (o) 100 shs. 100 1,092,168,761 1,092,168,761
Avon Energy Partners Holdings (o) 660,000 shs. 100 279,035,665 297,665,474
Avon Energy Partners plc (o) 660,000 shs. 100 2,277,156,235 2,277,156,235
Midlands Electricity plc (o) 392,572,556 shs. 100 2,568,558,081 2,568,558,081
4
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF
DECEMBER 31, 2001 (Continued):
Notes: (a) Sets forth the percentage of voting securities held directly or
indirectly by FirstEnergy Corp.
(b) Provides corporate services to the former GPU Companies and
FirstEnergy Corp.
(c) The business of these electric utility subsidiaries consists
primarily of the transmission, distribution and sale of
electricity.
JCP&L, Met-Ed and 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 owners'
investment has been witten down to a nominal value.
(d) A 100% General Partnership interest.
(e) These subsidiaries were established in February 2000 to effect
the securitization of JCP&L's restructuring related stranded
costs.
(f) Met-Ed, Penelec and MARBEL Energy Corporation are exempt as
holding companies under Section 3(a) and Rule 2 of the Public
Utility Holding Company Act of 1935 (the Act).
(g) Advanced Resources, Inc.'s lines of business include energy
services and retail energy sales.
(h) GPU Telcom is an exempt telecommunications infrastructure
development and management company and wholesale
telecommunications provider with operations primarily in the
Mid-Atlantic region of the US.
(i) GPU Enertech Holdings, a Delaware corporation, was established in
February 2000 as a holding company for investments in energy
related technology or service companies.
(j) MYR is a Delaware corporation formed in 1982. MYR is an
infrastructure construction services company, providing through
its ten subsidiaries, a complete range of power line and
commercial/industrial electrical construction services for
electric utilities, telecommunications providers, commercial and
industrial facilities and government agencies across the US. MYR
also builds cellular towers for the wireless communications
market.
(k) Diversified Holdings, a Delaware corporation, was established in
August 2000 to hold certain of the GPU System's non-utility
holdings.
(l) These subsidiaries are exempt wholesale generators (EWG) under
the provisions of Section 32 of the Act. These subsidiaries
participate in some or all aspects of promoting, developing,
financing, constructing, owning, managing and operating
generation facilities, both domestically and in foreign
countries, the electric energy from which is sold exclusively at
wholesale.
5
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF
DECEMBER 31, 2001 (Continued):
Notes: (m) GPUI Colombia, Ltda. is owned 48% by GPU Power, Inc. and 52% by
EI International.
(n) These subsidiaries are independent power producers, which
participate in some or all aspects of promoting, developing,
financing, constructing, owning, managing and operating
nonutility qualifying facilities.
(o) These subsidiaries are foreign utility companies (FUCO) under the
provisions of Section 33 of the Act. These subsidiaries
participate in some or all aspects of promoting, developing,
financing, constructing, owning, managing and perating
generation, transmission and distribution facilities in foreign
countries.
(p) A 1% General Partnership and a 99% Limited Partnership interest.
(q) Involved with decommissioning the Saxton Nuclear Experimental
Station and monioring of the Three Mile Island Unit 2 nuclear
facility, which was damaged during a 1979 accident, up until the
time decommissioning of the plant commences (around the year
2014).
6
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
On November 7, 2001, FirstEnergy Corp. (FirstEnergy), an Ohio
corporation, merged with GPU, Inc. (GPU), a registered holding company under the
Public Utility Holding Company Act of 1935 (the 1935 Act). As a result of the
merger, GPU's former wholly owned subsidiaries, including JCP&L, Met-Ed and
Penelec (collectively, the Former GPU Companies), became wholly owned
subsidiaries of FirstEnergy. Upon completion of the merger on November 7, 2001,
FirstEnergy filed with the SEC a Notification of Registration on Form U-5A,
thereby registering as a holding company pursuant to the provisions of Section
5(a) under the 1935 Act. The merger was accounted for by the purchase method of
accounting and accordingly, FirstEnergy's Consolidated Statement of Income
includes the results of the Former GPU Companies beginning November 7, 2001.
7
Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
Principal Amount or Stated Value
---------------------------------------------
Name of Issuer Name of Pledged, Guaranteed
and Title of Issue Company Issuing Issued and Sold or Assumed
(1) (2) (3) (4)
FirstEnergy Corp. ..................... FirstEnergy Corp. $ 60,068,104 (a)
Ohio Edison Company ................... Ohio Edison Company $ 497,750 (a)
Cleveland Electric Illuminating Company Cleveland Electric Illuminating Co. $ 5,543,491 (b)
Pennsylvania Power Company ............ Pennsylvania Power Company $ 16,339,147 (c)
Toledo Edison Company ................. Toledo Edison Company $ 1,048,309 (a)
First Communications, L.L.C............ First Communications, L.L.C. $ 112,500 (a)
Great Lakes Energy Partners, L.L.C..... Great Lakes Energy Partners, L.L.C. $ 25,000 (a)
BSG Properties, Inc. .................. BSG Properties, Inc. $ 3,495,126 (a)
FirstEnergy Facilities Services FirstEnergy Facilities Services
Group,.L.L.C......................... Group, L.L.C. $122,595,854 (a)
Jersey Central Power & Light Company .. Jersey Central Power & Light Company $ 6,354,980 (d)
Metropolitan Edison Company ........... Metropolitan Edison Company $ 2,442,521 (e)
Pennsylvania Electric Company ......... Pennsylvania Electric Company $ 4,912,512 (f)
GPU Advanced Resources ................ GPU Advanced Resources $ 5,196,000 (a)
GPU Telcom Services, Inc............... GPU Telcom Services, Inc. $ 127,000 (a)
GPU Nuclear, Inc. ..................... GPU Nuclear, Inc. $ 46,204 (g)
Name of Issuer Name of Commission
and Title of Issue Company Issuing Date of Transaction Proceeds Authorization
(1) (2) (5) (6) (7)
FirstEnergy Corp. .................... First Energy Corp. Various N/A Rule 45
Ohio Edison Company ................... Ohio Edison Company Various N/A Rule 45
Cleveland Electric Illuminating Company Cleveland Electric Illuminating Company Various N/A Rule 45
Pennsylvania Power Company ............ Pennsylvania Power Company Various N/A Rule 45
Toledo Edison Company ................. Toledo Edison Commpany Various N/A Rule 45
First Communications, L.L.C............ First Communications, L.L.C. Various N/A Rule 45
Great Lakes Energy Partners, L.L.C..... Great Lakes Eenrgy Partners, L.L.C. Various N/A Rule 45
BSG Properties, Inc. .................. BSG Properties, Inc. Various N/A Rule 45
FirstEnergy Facilities Services FirstEnergy Facilities Services
Group, L.L.C......................... Group, L.L.C. Various N/A Rule 45
Jersey Central Power & Light Company .. Jersey Central Power & Light Company Various N/A Rule 45
Metropolitan Edison Company ........... Metropolitan Edison Company Various N/A Rule 45
Pennsylvania Electric Company ......... Pennsylvania Electric Company Various N/A Rule 45
GPU Advanced Resources ................ GPU Advanced Resources Various N/A Rule 45
GPU Telcom Services, Inc. ............. GPU Telcom Services, Inc. Various N/A Rule 45
GPU Nuclear, Inc. ..................... GPU Nuclear, Inc. Various N/A Rule 45
(a) Represents miscellaneous surety bonds for various purposes.
(b) Represents surety bonds relating to environmental issues ($702,800) and
miscellaneous surety bonds for various purposes ($4,840,691).
(c) Represents surety bonds for workers' compensation self-insurance
($2,500,000), surety bonds relating to environmental issues ($11,454,222)
and miscellaneous surety bonds for various purposes ($2,384,925).
(d) Represents surety bonds for workers' compensation insurance ($6,323,980) and
miscellaneous surety bonds for various purposes ($31,000).
(e) Represents surety bonds for workers' compensation insurance ($1,924,521) and
miscellaneous surety bonds for various purposes ($518,000).
(f) Represents surety bonds for workers' compensation insurance ($4,702,512) and
miscellaneous surety bonds relating to environmental issues ($210,000).
(g) Represents miscellaneous surety bonds related to environmental issues.
8
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
-------------------------- -------------------- -------------- ----------------- ---------------
FirstEnergy Corp.:
Unsecured Notes FirstEnergy Corp. $3,962,250,000 Acquired Rule 42
Ohio Edison Company:
Secured Trust Notes Ohio Edison $ 14,302,266 Redeemed/Retired Rule 42
Pollution Control Note Ohio Edison $ 70,890,000 Redeemed/Retired Rule 42
Pollution Control Note Ohio Edison $ 69,500,000 Acquired Rule 42
Pennsylvania Power
Company:
First Mortgage Bonds Penn Power $ 974,000 Redeemed/Retired Rule 42
Pollution Control Notes Penn Power $ 32,850,000 Acquired Rule 42
Pollution Control Notes Penn Power $ 33,507,000 Redeemed/Retired Rule 42
Cleveland Electric
Illuminating Company:
Medium Term Notes CEI $ 57,430,974 Redeemed/Retired Rule 42
Pollution Control Notes CEI $ 30,000 Redeemed/Retired Rule 42
Preferred Stock CEI $ 80,466,000 Redeemed/Retired Rule 42
Preferred Stock CEI $ 100,000,000 Acquired Rule 42
Toledo Edison Company:
First Mortgage Bonds Toledo Edison $ 400,000 Redeemed/Retired Rule 42
Medium Term Notes Toledo Edison $ 30,167,500 Redeemed/Retired Rule 42
Pollution Control Notes Toledo Edison $ 30,000 Redeemed/Retired Rule 42
Jersey Central Power &
Light Company:
Cumulative Preferred StockJCP&L $ 10,968,622 Redeemed/Retired Rule 42
Medium Term Notes JCP&L $ 41,245,167 Redeemed/Retired Rule 42
See page 15 for a detailed description of the above transactions.
9
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Principal
Name of Issuer Name of Company Amount or Stated Value
--------------------------------
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
Corp.
Unsecured Notes:
5.500% Series A FirstEnergy Corp. $1,000,000,000 11/15/01 $ 992,880,000 Rule 42
6.450% Series B FirstEnergy Corp. 1,500,000,000 11/15/01 1,485,015,000 Rule 42
7.375% Series C FirstEnergy Corp. 1,500,000,000 11/15/01 1,484,355,000 Rule 42
-------------- --------------
$4,000,000,000 $3,962,250,000
10
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Principal
Name of Issuer Name of Company Amount or Stated Value
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 $ 1,079,732 1/21/01 $ 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,086,867 2/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,094,049 3/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,101,279 4/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,108,557 5/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,115,882 6/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,123,256 7/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,130,679 8/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,138,151 9/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,145,672 10/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,153,243 11/21/01 1,191,855 Rule 42
7.930% PEPCO Ohio Edison 1,160,864 12/21/01 1,191,855 Rule 42
----------- -----------
$13,438,231 $14,302,260
Pollution Control Notes:
7.000% Series $69,500,000 6/27/01 $70,890,000 Rule 42
4.485% Series $69,500,000 6/27/01 69,500,000 Rule 42
----------- -----------
$69,500,000 $69,500,000 $140,390,000
11
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Principal
Name of Issuer Name of Company Amount or Stated Value
-----------------------------
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:
9.740% Series Penn Power $ 974,000 11/1/01 $ 974,000 Rule 42
Pollution Control Notes:
7.150% Series Penn Power 14,925,000 6/27/01 15,223,500 Rule 42
Variable Series Penn Power $14,925,000 6/27/01 14,925,000 Rule 42
7.150% Series Penn Power 17,925,000 6/27/01 18,283,500 Rule 42
Variable Series Penn Power 17,925,000 6/27/01 17,925,000 Rule 42
----------- ----------- -----------
$32,850,000 $32,850,000 $66,357,000
12
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Principal
Name of Issuer Name of Company Amount or Stated Value
--------------------------------
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 (CEI)
Medium Term Notes:
9.200% Series CEI $15,000,000 6/1/01 $15,230,000 Rule 42
7.420% Series CEI 10,000,000 8/5/01 10,309,167 Rule 42
9.050% Series CEI 5,000,000 8/15/01 5,168,431 Rule 42
8.680% Series CEI 15,000,000 11/1/01 15,108,500 Rule 42
8.540% Series CEI 3,000,000 11/15/01 3,031,313 Rule 42
8.550% Series CEI 5,000,000 11/15/01 5,052,250 Rule 42
8.560% Series CEI 3,500,000 11/15/01 3,531,313 Rule 42
----------- -----------
$56,500,000 $57,430,974
Pollution Control Notes:
7.000% Series CEI $ 15,000 9/1/01 $ 15,000 Rule 42
7.000% Series CEI 15,000 9/1/01 15,000 Rule 42
----------- --------
$ 30,000 $ 30,000
Preferred Stock:
9.150% Series Q CEI $10,716,000 6/1/01 $10,716,000 Rule 42
7.350% Series C CEI 1,000,000 8/1/01 1,000,000 Rule 42
9.000% Series S CEI 18,750,000 11/1/01 18,750,000 Rule 42
8.800% Series R CEI 50,000,000 12/1/01 50,000,000 Rule 42
------------ -----------
$80,466,000 $80,466,000
Cleveland Electric
Financing Trust I
Preferred Stock:
9.000% Series CEI $100,000,000 12/19/01 $100,000,000 Rule 42
13
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Principal
Name of Issuer Name of Company Amount or Stated Value
------------------------
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:
8.000% Series Toledo Edison $ 400,000 11/1/01 $ 400,000 Rule 42
Medium Term Notes:
9.500% Series Toledo Edison 21,000,000 4/1/01 21,997,500 Rule 42
8.500% Series Toledo Edison 8,000,000 12/31/01 8,170,000 Rule 42
----------- -----------
$29,000,000 $30,167,500
Pollution Control Notes:
10.000% Series Toledo Edison $ 30,000 8/15/01 $ 30,000 Rule 42
14
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Principal
Name of Issuer Name of Company Amount or Stated Value
--------------------------------
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 Company
Cumulative Preferred Stock:
7.52% Series K JCP&L $ 2,500,000 06/01/01 $ 2,515,837 Rule 42
8.65% Series J JCP&L 8,333,300 07/01/01 8,452,785 Rule 42
----------- -----------
$10,833,300 $10,968,622 Rule 42
Medium Term Notes:
6.45% Series D JCP&L $40,000,000 11/26/01 $41,245,167 Rule 42
15
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2001
Equity Securities
----------------- Nature of Owner's
Name of Issuer Security Owned Shares Owned % of Voting Power Business Book Value
-------------- -------------- ------------ ----------------- -------- ----------
Develop, manufacture
and marketBallard Generation
Common stationary fuel
Systems Inc. Stock 1,490,301 (1) 7.41% cell power systems $16,361,272
Develop, manufacture
Ballard Power Common and market fuel cells
Systems Inc. Stock 99,400 .12% and related systems 2,939,258
EnviroTech Limited Partnership Investment
Interest - 9.90% company 2,372,263
Waterford Development
Corporation Common Stock 50 6.25% (2) 5,000
Greater Reading Limited
Development Partnership
Partnership Interest - 5.58% (3) 63,495
Telergy Series B, Convertible
Redeemable Preferred
Stock 52,220 3% (4) -
America's Fiber
Network, LLC LLC Interest 31.09% (5) 5,449,801
Pantellos Corporation Common Stock 466,108 8.21% (6) 8,404,256
Sting Communications Series B
Preferred Stock 135,087 10% (7) -
Enertech Capital Limited Partnership
Partners II, LP Interest - 1.82% (8) 1,192,414
CID Ohio Equity Limited Partnership
Capital Interest 15% (9) 1,204,512
PNBV Capital Trust Corporation Interest 49% (15) 429,039,882
Great Lakes Energy LLC Interest 50% (17) 161,565,295
Partners
McDonald Corporate Limited Partnership 12.37% (10) 1,403,912
Tax Credit Fund Interest
16
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2001 (Continued):
Equity Securities
----------------- Nature of Owner's
Name of Issuer Security Owned Shares Owned % of Voting Power Business Book Value
-------------- -------------- ------------ ----------------- -------- ----------
McDonald Ohio Tax Limited Partnership 42.13% (10) 4,204,877
Credit Fund - 1996 Interest
McDonald Ohio Tax Limited Partnership 30.94% (10) 2,959,165
Credit Fund - 1998 Interest
Apollo Tax Credit Limited Partnership 33.33% (10) 3,933,817
Fund III Interest
Apollo Tax Credit Limited Partnership 99.99% (10) 25,687,440
Fund IX Interest
Boston Capital Corp. Limited Partnership 10.93% (10) 1,369,426
Tax Credit Fund X Interest
Boston Capital Corp. Limited Partnership 14% (10) 1,238,738
Tax Credit Fund XIV Interest
Boston Capital Corp. Limited Partnership 10% (10) -
Tax Credit Fund XVII Interest
Marion Senior Limited Partnership 29.21% (10) 686,960
Housing Limited Interest
Eastroc LLC Interest 50% (12) 45,782
Technologies, LLC
Engineered LLC Interest 50% (13) -
Processes, Ltd.
Kinetic Ventures I LLC Interest 11.11% (11) 7,585,580
Kinetic Ventures II LLC Interest 14.28% (11) 6,290,515
The Alliance LLC Interest 10% (19) 10,000
Participants
Administrative and
Startup Co., LLC
FirstEnergy Common Stock 100 49% (14) 49
Engineering, Inc.
PowerSpan Corp. Preferred Stock 18.63% (18) 8,044,951
First Communications LLC 31.08% (16) 4,359,068
17
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2001 (Continued):
Equity Securities
----------------- Nature of Owner's
Name of Issuer Security Owned Shares Owned % of Voting Power Business Book Value
-------------- -------------- ------------ ----------------- -------- ----------
Boston Financial Limited Partnership 5.38% (10) 2,268,277
Tax Credit Fund III Interest
Boston Financial Limited Partnership 3.24% (10) 1,391,721
Tax Credit Fund V Interest
Boston Financial Limited Partnership 5.83% (10) 4,155,883
Tax Credit Fund XVI Interest
McDonald Corporate Limited Partnership 9.00% (10) 3,438,398
Tax Credit Fund 1995 Interest
Boston Capital Limited Partnership 2.95% (10) 1,102,012
Tax Credit Fund IV Interest
Ohio Equity Fund for Limited Partnership 7.62% (10) 487,837
Housing II Interest
USA Institutional Limited Partnership 8.11% (10) 3,055,987
Tax Credits Fund VII Interest
Nth Power Technology Limited Partnership 8.1% (11) 5,020,712
Fund II Interest
Nth Power Technology Limited Partnership 6.5% (11) 456,177
Fund II-A Interest
Kinetics Ventures III LLC Interest 8.00% (11) -
Envirotech Fund I Limited Partnership 6.32% (11) 1,553,058
Interest
Republic Technologies Series C, Convertible 30,000 5.3% (20) 30,361,051
International, Inc. Preferred Stock
18
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2001 (Continued):
Equity Securities
----------------- Nature of Owner's
Name of Issuer Security Owned Shares Owned % of Voting Power Business Book Value
-------------- -------------- ------------ ----------------- -------- ----------
OVEC Common Stock 20,500 21% (21) 2,050,000
Cranberry Square Limited Partnership 50% (22) 1,859,881
Associates, LP Interest
APX Series B-2 & Series C 1,218,975 1.16% (23) 2,491,371
Preferred Stock
Cleveland Limited Partnership 1.47% (24) 535,897
Development Interest
Partnership I
Active Power Common Stock 92,378 0.006% (25) 978,132
Exchange Inc.
Misc. de minimis
investments received
as a result of bankruptcy
of distribution customers 422,659
19
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF
DECEMBER 31, 2001 (Continued):
(1) Includes 490,300 nonvoting shares.
(2) Participation loans to development corporations to assist in the
expansion and development of industrial and commercial activities by
providing financial assistance to small, emerging businesses.
(3) A nonprofit business that provides loans to development corporations
to assist in the development of commercial real estate and multi-unit
homes in the downtown Reading, Pennsylvania area.
(4) A Competitive Local Exchange Carrier (CLEC) that provides local and
long-distance telephone service to business and residential customers.
(5) A telecommunications company formed by five electric utilities that
serves as a "carrier's carrier" and provides telecommunications
capacity.
(6) An exempt telecommunications company, engaged in the e-procurement
business.
(7) A telecommunications company that provides broadband access using
unlicensed radio frequencies.
(8) A fund which invests in energy-related technology or service
companies.
(9) Venture capital fund focusing on the formation and development of new
businesses in Ohio.
(10) Low-income housing tax credit limited partnerships.
(11) Venture capital funds investing in energy and communications related
companies.
(12) A partnership which will license alpha plaster technology.
(13) A partnership to license the technology used to convert scrubber
by-product to gypsum for use by a wallboard plant and/or to license
the technology to other companies.
(14) A corporation that provides engineering services to parties as a
subcontractor on construction projects undertaken for third parties.
(15) A trust established to purchase a portion of the lease obligation
bonds issued on behalf of lessors in nuclear plant sale and leaseback
transactions.
(16) A telecommunications company.
20
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF
DECEMBER 31, 2001 (Continued):
(17) Oil and gas exploration and production company.
(18) A corporation involved in research and clean coal technology designed
to reduce sulfur dioxide, nitrogen oxide and mercury emissions.
(19) The Alliance Participants Administrative and Startup Activities
Company, LLC ("BridgeCo") is an entity created to manage the financial
and other affairs of the ten members of the Alliance Regional
Transmission Organization.
(20) A steel manufacturer.
(21) Electric service in the Ohio Valley for Portsmouth Uranium Enrichment
Plant.
(22) A limited partnership with the purpose of acquiring, developing,
constructing, owning, operating, improving,leasing or otherwise
managing a strip shopping center containing approximately 215,000
square feet of rentable space and other incidental improvements on
approximately 24 acres located in Cranberry Township, Butler County,
Pennsylvania.
(23) Develops, owns and operates integrated low cost efficient
internet-based electronic power exchanges and automated clearinghouses
for the electric power industry.
(24) A partnership created to provide a source of private sector funding
for real estate development in the City of Cleveland.
(25) A developer of flywheel energy storage system for use in
uninterruptible power supply and other power quality applications.
21
ITEM 6. OFFICERS AND DIRECTORS
PART I. AS OF DECEMBER 31, 2001
FE Facilities FE Nuclear FE FE FE FE
FE Services Operating Properties Securities Service Solutions
Corp. ATSI Group Co. Inc Transfer Co. Co. Corp.
----- ---- ------------- ---------- ---------- ------------ ------- ---------
Fred D. Hafer (Q) (A) CH,D
H. Peter Burg (A) CEO,VCH,D P,D D CH,CEO,D P,D D CEO,D 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
Stanley C. Van Ness (C)
Gelorma E. Persson (C)
Anthony J. Alexander (A) P,COO D D D D D P,COO,D D
Richard H. Marsh (A) SVP,CFO D,VP,CFO D VP,D D SVP,CFO,D D
Leila L. Vespoli (A) SVP,GC VP,GC VP,GC VP,GC SVP,GC VP,GC
Earl T. Carey (A) VP SVP
Harvey L. Wagner (A) VP,C C C C VP,C C
Nancy C. Ashcom (A) S S S S S P,S S S
Edward J. Udovich (A) AS AS AS AS AS AS AS AS
Thomas C. Navin (A) T T T T T T T T
22
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
FE GPU GPU GPU Div. GPU GPU GPU
Ventures Corp. AR Capital Inc. Holdings Nuclear Power Service
-------------- -- ------------ -------- ------- ----- -------
Fred D. Hafer (Q) (A)
H. Peter Burg (A) D D D D CH,CEO,D D P,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)
Stanley C. Van Ness (C)
Gelorma E. Persson (C)
Anthony J. Alexander (A) D P,D P,D P,D D P,D D
Richard H. Marsh (A) D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D SVP,CFO,D
Leila L. Vespoli (A) VP,GC SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC
Earl T. Carey (A)
Harvey L. Wagner (A) C VP,C VP,C VP,C VP,C VP,C VP,C
Nancy C. Ashcom (A) S S S S S S S
Edward J. Udovich (A) AS AS AS AS AS AS AS
Thomas C. Navin (A) T T T T T T T
23
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
MARBEL Ohio Toledo
JCP&L Energy Met-Ed MYR Edison Penelec CEI Edison
----- ------ ------ --- ------ ------- --- ------
Fred D. Hafer (Q) (A)
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)
Stanley C. Van Ness (C) D
Gelorma E. Persson (C) D
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,D SVP,GC SVP,GC SVP,GC SVP,GC SVP,GC
Earl T. Carey (A) P,D VP VP VP VP VP
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 S
Edward J. Udovich (A) AS AS AS AS AS AS
Thomas C. Navin (A) T T T T T T
24
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
FE Facilities FE Nuclear FE FE FE FE
FE Services Operating Properties Securities Service Solutions
Corp. ATSI Group Co. Inc Transfer Co. Co. Corp.
----- ---- ------------- ---------- ---------- ------------ ------- ---------
Randy Scilla (A) AT AT AT AT AT AT AT
Jeffrey R. Kalata (A) AC AC AC AC AC
Paulette R. Chatman (C) AC AC
Kevin J. Keough (A) SVP
Arthur R. Garfield (B) SVP P
Robert Saunders (A) P,CNO,D
Lew Myers (A) SVP
Guy Campbell (G) VP
John Wood (H) VP
James J. Byrne (P)
Douglas S. Elliott (B) VP
Guy L. Pipitone (B) VP
Carole Snyder (A) SVP
Mary Beth C. Carroll (A) VP
Stanley A. Szwed (A) VP VP VP
Lynn Cavalier (A) VP
Mark T. Clark (A) VP VP
Kathryn W. Dindo (A) CH VP,CRO
Michael J. Dowling (A) VP
Terrance G. Howson (C) VP
Ali Jamshidi (A) VP,CIO
Charles E. Jones (A) RVP
David C. Luff (A) VP
Thomas M. Welsh (A) VP
David Whitehead (A) VP VP,CETO
Bradford F. Tobin (A) VP,CPO
25
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
FE GPU GPU GPU Div. GPU GPU GPU
Ventures Corp. AR Capital Inc. Holdings Nuclear Power Service
------------- ---- ------------ -------- ------- ----- -------
Randy Scilla (A) AT AT AT AT AT AT AT
Jeffrey R. Kalata (A) AC AC AC AC AC AC AC
Paulette R. Chatman (C) AC AC AC AC AC AC
Kevin J. Keough (A) P
Arthur R. Garfield (B)
Robert Saunders (A) P,CNO,D
Lew Myers (A)
Guy Campbell (G)
John Wood (H)
James J. Byrne (P) VP
Douglas S. Elliott (B)
Guy L. Pipitone (B)
Carole Snyder (A)
Mary Beth C. Carroll (A)
Stanley A. Szwed (A)
Lynn Cavalier (A)
Mark T. Clark (A)
Kathryn W. Dindo (A)
Michael J. Dowling (A)
Terrance G. Howson (C)
Ali Jamshidi (A)
Charles E. Jones (A)
David C. Luff (A)
Thomas M. Welsh (A)
David Whitehead (A)
Bradford F. Tobin (A)
26
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
MARBEL Ohio Toledo
JCP&L Energy Met-Ed MYR Edison Penelec CEI Edison
----- ------ ------ --- ------ ------- --- ------
Randy Scilla (A) AT 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)
Arthur R. Garfield (B) SVP SVP SVP
Robert Saunders (A)
Lew Myers (A)
Guy Campbell (G)
John Wood (H)
James J. Byrne (P)
Douglas S. Elliott (B)
Guy L. Pipitone (B) VP VP VP
Carole Snyder (A)
Mary Beth C. Carroll (A)
Stanley A. Szwed (A) VP VP VP
Lynn Cavalier (A) RP
Mark T. Clark (A)
Kathryn W. Dindo (A) D
Michael J. Dowling (A)
Terrance G. Howson (C)
Ali Jamshidi (A)
Charles E. Jones (A) D RP
David C. Luff (A)
Thomas M. Welsh (A)
David Whitehead (A) RVP
Bradford F. Tobin (A)
27
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
FE Facilities FE Nuclear FE FE FE FE
FE Services Operating Properties Securities Service Solutions
Corp. ATSI Group Co. Inc Transfer Co. Co. Corp.
----- ---- ------------- ---------- ---------- ------------ ------- ---------
Samuel A. Roth (B) P
Joseph Hrach (B) VP
Trent Smith (B) VP
Lawrence P. Haren (E)
William S. Skibitsky (D)
William A Koertner (D)
Byron D. Nelson (D)
Michael F. Knapp (D)
John A. Fluss (D)
William H. Green (D)
William J. Weaver (D)
David L Ayers (D)
Elaine Hughes (D)
Robert E. McDaniel (D)
Brian L. Smolinski (D)
James P. Urbas (D)
Greg R. Medici (D)
Roger D. Ruch (A) ED,C
Howard W. Bergendahl (H) VP
Thomas G. Booth (A) VP
Dennis M. Chack (K) RP VP
Paul W. Allison (K) RVP
Thomas A. Clark (I) RP
Jeffrey A. Elser (I) RVP
28
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
FE GPU GPU GPU Div. GPU GPU GPU
Ventures Corp. AR Capital Inc. Holdings Nuclear Power Service
-------------- -- ------------ -------- ------- ----- -------
Samuel A. Roth (B)
Joseph Hrach (B)
Trent Smith (B)
Lawrence P. Haren (E)
William S. Skibitsky (D)
William A Koertner (D)
Byron D. Nelson (D)
Michael F. Knapp (D)
John A. Fluss (D)
William H. Green (D)
William J. Weaver (D)
David L Ayers (D)
Elaine Hughes (D)
Robert E. McDaniel (D)
Brian L. Smolinski (D)
James P. Urbas (D)
Greg R. Medici (D)
Roger D. Ruch (A)
Howard W. Bergendahl (H)
Thomas G. Booth (A)
Dennis M. Chack (K)
Paul W. Allison (K)
Thomas A. Clark (I)
Jeffrey A. Elser (I)
29
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
MARBEL Ohio Toledo
JCP&L Energy Met-Ed MYR Edison Penelec CEI Edison
----- ------ ------ --- ------ ------- --- ------
Samuel A. Roth (B)
Joseph Hrach (B)
Trent Smith (B)
Lawrence P. Haren (E) P,T
William S. Skibitsky (D) P,CEO
William A Koertner (D) SVP,CFO,T
Byron D. Nelson (D) SVP,GC,S
Michael F. Knapp (D) GVP
John A. Fluss (D) GVP
William H. Green (D) GVP
William J. Weaver (D) GVP
David L Ayers (D) VP
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)
Howard W. Bergendahl (H)
Thomas G. Booth (A)
Dennis M. Chack (K)
Paul W. Allison (K)
Thomas A. Clark (I) RP
Jeffrey A. Elser (I)
30
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
FE Facilities FE Nuclear FE FE FE FE
FE Services Operating Properties Securities Service Solutions
Corp. ATSI Group Co. Inc Transfer Co. Co. Corp.
----- ---- ------------- ---------- ---------- ------------ ------- ---------
Ronald P. Lantzy (N) RP
Stephen E. Morgan (J) RP
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 (A) RP
Steven E. Strah (C) RP
Steven L. Feld (C) RVP
31
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
FE GPU GPU GPU Div. GPU GPU GPU
Ventures Corp. AR Capital Inc. Holdings Nuclear Power Service
-------------- -- ------------ -------- ------- ----- -------
Ronald P. Lantzy (N)
Stephen E. Morgan (J)
James M. Murray (L)
Jack A. Kline (O)
Steven A. Schumacher (O)
John E. Paganie (M)
Jacqueline L. Roth (M)
Donald M. Lynch (A)
Steven E. Strah (C)
Steven L. Feld (C)
32
ITEM 6. OFFICERS AND DIRECTORS (Continued)
PART I. AS OF DECEMBER 31, 2001
MARBEL Ohio Toledo
JCP&L Energy Met-Ed MYR Edison Penelec CEI Edison
----- ------ ------ --- ------ ------- --- ------
Ronald P. Lantzy (N)
Stephen E. Morgan (J) RP
James M. Murray (L) RP
Jack A. Kline (O)
Steven A. Schumacher (O)
John E. Paganie (M) RVP
Jacqueline L. Roth (M)
Donald M. Lynch (A)
Steven E. Strah (C)
Steven L. Feld (C)
33
ITEM 6. OFFICERS AND DIRECTORS (continued)
PART I. AS OF DECEMBER 31, 2001
(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 1910 West Market St., Akron, Ohio 44313
(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
(Q) Mr. Hafer has announced his retirement from the company effective May
21, 2002.
34
ITEM 6. OFFICERS AND DIRECTORS (continued)
PART I. AS OF DECEMBER 31, 2001
Key
------------------------
CH Chairman
VCH Vice Chairman
D Director
P President
GC General Counsel
CEO Chief Executive Officer
CFO Chief Financial Officer
COO Chief Operating Officer
CIO Chief Information Officer
CNO Chief Nuclear Officer
CPO Chief Procurement Officer
CRO Chief Risk Officer
CETO Chief Ethics Officer
SVP Senior Vice President
ED Executive Director
GVP Group Vice President
RP Region President
VP Vice President
RVP Region Vice President
C Controller
S Corporate Secretary
T Treasurer
AC Assistant Controller
AS Assistant Corporate Secretary
AT Assistant Treasurer
35
ITEM 6. OFFICERS AND DIRECTORS (continued)
PART II. AS OF DECEMBER 31, 2001
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 President 70
Cleveland, OH
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, Inc. Director 70
Boston, MA
John M. Pietruski Lincoln National Corporation Director 70
Philadelphia, PA
Russell W. Maier United National Bank Director 70
Canton, OH
Dr. Patricia K. Woolf (2) The Capital Group Director 70
New York, NY
National Life Insurance Director 70
Company of Vermont
Montpelier, VT
Stanley C. Van Ness The Prudential Insurance Director 70
Company of America
Newark, NJ
(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 and Director of Key Bank Life Insurance Company.
(2) Ms. 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.
36
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Name of Company Account
Name of Beneficiary Purpose Charged Amount
------------------- ------- ------- --------
FirstEnergy Service Company:
---------------------------
Salary & Expenses - Public
Affairs Activities (2) (3) $ 591,004
ARM PAC State Fund (1) (3) 50,000
Eisenhower Center Building Fund (1) (3) 28,000
New Jersey Chamber of Commerce (1) (3) 10,000
Republic Governors Association (1) (3) 65,700
President's Dinner (2) (3) 25,000
Chairman's Foundation-NRSC (2) (3) 25,000
Conservation Action League (1) (3) 15,000
DCCC Building Fund (1) (3) 53,000
Democratic Congressional Campaign
Committee (1) (3) 40,000
National Republic Senatorial Campaign (1) (3) 50,000
NRCC Trust (1) (3) 25,000
Progress & Freedom Foundation (1) (3) 60,000
U.S. Chamber of Commerce (1) (3) 10,000
State & Local Ballot Issue (1) (3) 90,400
Other Contributions and Other
Expenses under $10,000 (1) & (2) (3) 596,917
---------
Company total $1,735,021
---------
Ohio Edison Company:
-------------------
Salary & Expenses - Public
Affairs Activities (2) (3) $ 42,117
---------
Company total $ 42,117
---------
The Cleveland Electric Illuminating Company:
-------------------------------------------
Salary & Expenses - Public Affairs
Activities (2) (3) $ 40,959
---------
Company total $ 40,959
---------
The Toledo Edison Company:
-------------------------
Salary & Expenses - Public Affairs
Activities (2) (3) $ 22,411
---------
Company total $ 22,411
---------
Pennsylvania Power Company:
--------------------------
Salary & Expenses - Public Affairs
Activities (2) (3) $ 11,264
---------
Company total $ 11,264
---------
37
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (Continued):
Name of Company Account
Name of Beneficiary Purpose Charged Amount
------------------- ------- ------- --------
FirstEnergy Nuclear Operating Company:
-------------------------------------
Salary & Expenses - Public Affairs
Activities (2) (3) $ 1,875
---------
Company total $ 1,875
---------
FirstEnergy Solutions Corp.:
---------------------------
Salary & Expenses - Public Affairs
Activities (2) (3) $ 10,578
---------
Company total $ 10,578
---------
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.
38
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
Serving Receiving
Transaction Company Company Compensation
----------- ------- --------- ------------
(In Thousands)
Morristown Headquarters JCP&L GPUS $ 2,812
building costs " GPU Telcom 49
" GPU AR 7
Revenues associated with the JCP&L GPU Telcom 1,664
use of company assets
Allenhurst Remittance Center JCP&L Penelec 76
building costs " Met-Ed 64
Building costs associated with the JCP&L Penelec 22
Boonton Line Department Facility " Met-Ed 18
Total JCP&L $ 4,712
======
Occupancy charges related to Met-Ed JCP&L $ 4,826
the Pottsville Pike facility " Penelec 3,021
Revenues associated with Met-Ed GPU Telcom 1,481
the use of company assets
Occupancy charges related to Met-Ed JCP&L 106
the Bethel Meter Shop facility " Penelec 65
Occupancy charges related to Met-Ed Penelec 111
the Sylvan Region building
Total Met-Ed $ 9,610
======
Revenues associated with the Penelec GPU Telcom $ 1,862
use of company assets
Other Penelec Met-Ed 16
Total Penelec $ 1,878
======
Revenues associated with laying MYR GPU Telcom $12,102
underground cable
Revenues associated with various MYR JCP&L 5,599
distribution projects
Total MYR $17,701
======
Revenues associated with GPU Telcom JCP&L 127
fiber installations " Met-Ed 7
" Penelec 18
Revenues associated with GPU Telcom Met-Ed 18
capacity contracts
Other GPU Telcom Penelec 2
Total GPU Telcom $ 172
======
39
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.
40
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
FirstEnergy Corp.
This filing excludes the activity for the period of merger close (November 7,
2001) through December 31, 2001 for the FirstEnergy Generation Corp. which is an
exempt wholesale generator (EWG).
GPU Power, Inc.
Part I.
(a) At December 31, 2001, 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, 2001, GPU had an investment of $97,094,617 in GPU Power,
Inc.
(c) Ratio of debt to common equity - Not applicable.
Accumulated earnings of GPU Power, Inc. - $1,675,074
(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 G-1.
Filed pursuant to request for confidential treatment, consolidating financial
statements of GPU Power, Inc. as of and for the year ended December 31, 2001 are
provided in Exhibit I-1.
41
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, 2001, GPU Power, Inc. (GPUP), 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, 2001, GPUP 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 G-1.
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, 2001 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 EI Services Canada Limited are provided in exhibit H-1.
42
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
Guaracachi America, Inc. and Empresa Guaracachi S.A.
Part I.
(a) At December 31, 2001, GPU Power, Inc., through its wholly-owned
subsidiary Guaracachi America, Inc., owned 50% 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 339 megawatts.
(b) At December 31, 2001, GPU through its wholly-owned subsidiary GPU Power,
Inc., had an investment of $48,915,664 in Empresa Guaracachi S.A.
(c) Ratio of debt to common equity of Empresa Guaracachi S.A. - .38:1
Accumulated earnings of Empresa Guaracachi S.A. - $4,294,943
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to
Empresa Guaracachi S.A. is provided in Exhibit G-1.
Filed pursuant to request for confidential treatment, financial statements of
Empresa Guaracachi S.A. as of and for the year ended December 31, 2001 are
provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial
statements.
43
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
EI Barranquilla, Inc. and Termobarranquilla S.A.
Part I.
(a) At December 31, 2001, 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, 2001, GPU Power Inc. had an investment of $40,413,248 in
TEBSA, which has been impaired to zero through purchase accounting
adjustments made at FirstEnergy.
As of December 31, 2001, a guarantee of amounts up to $21,250,000 was made
by GPU 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 - .39:1
Accumulated earnings of TEBSA - $313,536,565
(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 G-1.
Filed pursuant to request for confidential treatment, financial statements of
TEBSA as of and for the year ended December 31, 2001 are provided in Exhibit
I-1.
44
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
Barranquilla Lease Holding, Inc. and Los Amigos Leasing Company, Ltd.
---------------------------------------------------------------------
Part I.
(a) At December 31, 2001, 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) GPU, 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 - (333):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 G-1.
Filed pursuant to request for confidential treatment, financial statements of
Leaseco as of and for the year ended December 31, 2001 are provided in Exhibit
I-1.
45
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
EI International and GPUI Colombia, Ltda.
Part I.
(a) At December 31, 2001, 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, 2001, GPU indirectly through its wholly-owned subsidiary
GPU Power, Inc., had an investment of $1,323,301 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. - $1,307,613.
(d) See (a) above.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to GPUI
Colombia, Ltda. is provided in Exhibit G-1.
Filed pursuant to request for confidential treatment, financial statements of
GPUI Colombia, Ltda. as of and for the year ended December 31, 2001 are provided
in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial statements.
46
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
Hanover Energy Corporation
Part I.
(a) At December 31, 2001, GPU Power, Inc. owned 100% of Hanover Energy
Corporation, a New Jersey corporation established to make future
investments in EWGs.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to Hanover Energy Corporation as of December 31, 2001.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Hanover
Energy Corporation is provided in Exhibit G-1.
Exhibit I-1 - Not applicable.
47
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
Austin Cogeneration Corporation and Austin Cogeneration Partners, L.P.
----------------------------------------------------------------------
Part I.
(a) At December 31, 2001, GPU Power, Inc., through its wholly-owned subsidiary
Austin Cogeneration Corporation, owned a 99% limited partnership interest
and a 1% general partnership interest in Austin Cogeneration Partners, L.P.
Austin Cogeneration Partners, L.P. is a Delaware limited partnership
established to invest in EWGs and qualifying facilities.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to Austin Cogeneration Corporation or Austin Cogeneration
Partners, L.P. as of December 31, 2001.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Austin
Cogeneration Partners, L.P. is provided in Exhibit G-1.
Exhibit I-1 - Not applicable.
48
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
International Power Advisors, Inc.
Part I.
(a) At December 31, 2001, 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.
(b) At December 31, 2001, GPU, indirectly through its wholly-owned subsidiary
GPU Power, Inc, had an investment of $3,316,068 in IPA.
(c) Ratio of debt to common equity - Not applicable.
Accumulated earnings of IPA - $3,315,966
(d) See (a) above.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to IPA is
provided in Exhibit G-1.
Filed pursuant to request for confidential treatment, financial statements of
IPA as of and for the year ended December 31, 2001 are provided in Exhibit I-1
as part of GPU Power, Inc.'s consolidating financial statements.
49
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
GPU Power Philippines, Inc. and Magellan Utilities Development Corporation
Part I.
(a) At December 31, 2001, 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, 2001.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to MUDC
is provided in Exhibit G-1.
Filed pursuant to request for confidential treatment, financial statements of
GPU Power Philippines, Inc. as of and for the year ended December 31, 2001 are
provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial
statements.
50
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
GPU International Asia, Inc.
Part I.
(a) At December 31, 2001, GPU Power, Inc. owned 100% of GPU International
Asia, Inc., a Delaware corporation established to make future
investments in EWGs in Asia.
(b) At December 31, 2001, GPU, through its wholly-owned subsidiary GPU
Power, Inc., had an investment in GPU International Asia, Inc. of
$(530,805).
(c) Ratio of debt to common equity - Not applicable.
Accumulated losses of GPU International Asia, Inc. - $530,805.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to GPU
International Asia, Inc. is provided in Exhibit G-1.
Filed pursuant to request for confidential treatment, financial statements of
GPU International Asia, Inc. as of and for the year ended December 31, 2001 are
provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial
statements.
51
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------
GPU Power Ireland, Inc.
Part I.
(a) At December 31, 2001, GPU Power, Inc. owned 100% of GPU Power Ireland,
Inc., a Delaware corporation established to make future investments in
EWGs in Ireland.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to GPU Power Ireland, Inc. as of December 31, 2001.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to GPU
Power Ireland, Inc. is provided in Exhibit G-1.
Exhibit I-1 - Not applicable.
52
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO):
--------------------------------
GPU Capital, Inc.
Part I.
(a) At December 31, 2001, 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, 2001, FirstEnergy has an investment of $1,574,000,000 in
GPU Capital, Inc.
(c) Ratio of debt to common equity - Not applicable.
Accumulated losses of GPU Capital, Inc. - $3,638,890.
(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 G-1.
Filed pursuant to request for confidential treatment, consolidating financial
statements of GPU Capital, Inc. as of and for the year ended December 31, 2001
are provided in Exhibit I-1.
53
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO):
--------------------------------
GPU Electric, Inc.
Part I.
(a) At December 31, 2001, 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 $1,634,507,568 in GPU Electric, Inc.
(c) Ratio of debt to common equity - Not applicable.
Accumulated loss - $358,865
(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 G-1.
Filed pursuant to request for confidential treatment, consolidating financial
statements of GPU Electric, Inc. as of and for the year ended December 31, 2001
are provided in Exhibit I-1.
54
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO):
--------------------------------
Victoria Electric Holdings, Inc., and Victoria Electric, Inc.
--------------------------------------------------------------
Part I.
(a) At December 31, 2001, GPU Electric, Inc. through its wholly-owned
subsidiary Victoria Electric Holdings, Inc., owned 100% of Victoria
Electric, Inc.
(b) FirstEnergy, indirectly through its wholly-owned subsidiary GPU
Electric, Inc., has an investment of $25,833,922 in Victoria Holdings,
Inc.
(c) Ratio of debt to common equity of Victoria Electric, Inc. - Not
applicable.
Accumulated earnings of Victoria Electric, Inc. - $282,110.
(d) None
Part II:
Exhibit G-1 and I-1 - not applicable.
55
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO):
--------------------------------
EI UK Holdings, Inc., Avon Energy Partners Holdings, Avon Energy Partners plc
------------------------------------------------------------------------------
and Midlands Electricity plc
----------------------------
Part I.
(a) At December 31, 2001, GPU Electric, Inc. through its wholly-owned
subsidiary EI UK Holdings, Inc. (EIUK), owned 100% of Avon Energy Partners
Holdings which owned 100% of Avon Energy Partners plc, which in turn, owned
100% of Midlands Electricity plc (Midlands).
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 $929 million in Midlands.
(c) Ratio of debt to common equity of Midlands Electricity - 1.38:1
Accumulated earnings of Midlands Electricity - excluded from
FirstEnergy earnings due to pending sale of UK operations.
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to
Midlands is provided in Exhibit G-1.
Filed pursuant to request for confidential treatment, financial statements of
Midlands as of and for the year ended December 31, 2001 are provided in Exhibit
I-1 as part of EI UK Holdings, Inc.'s consolidating financial statements.
56
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO):
--------------------------------
GPU Australia Holdings, Inc., Austran Holdings, Inc. and VicGas 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, Inc., which owned 100% of VicGas Holdings,
Inc. 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.
57
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO):
--------------------------------
GPU Australia Holdings, Inc., Austran Holdings, Inc., VicGas Holdings, Inc.,
-----------------------------------------------------------------------------
GPU GasNet Pty Ltd., and Transmission Pipelines Australia (Assets) Pty Ltd.
---------------------------------------------------------------------------
(continued)
(c) Accumulated loss of VicGas - $30,948
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to GPU
GasNet is provided in Exhibit G-1.
Filed pursuant to request for confidential treatment, financial statements of
GPU Australia Holdings, Inc., Austran Holdings Inc. and VicGas Holdings, Inc.
as of and for the year ended December 31, 2001 are provided in Exhibit I-1 as
part of GPU Electric, Inc.'s consolidating financial statements.
58
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO):
---------------------------------
GPU Argentina Holdings, Inc., GPU Argentina Services, Emdersa
Part I:
(a) At December 31, 2001, 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) FirstEnergy indirectly through its wholly-owned subsidiary GPU Electric,
Inc., has an investment of approximately $166 million in GPU Argentina
Holdings, Inc.
(c) Ratio of debt to common equity of Emdersa - 1.51 : 1 Accumulated earnings
of Emdersa - excluded from FirstEnergy earnings due to pending sale of
Argentine operations.
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to
Emdersa is provided in Exhibit G-1.
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, 2001 are provided in Exhibit I-1 as part of GPU
Electric, Inc.'s consolidating financial statements.
59
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
Part III.
FirstEnergy's aggregate investment in EWG's and FUCO's at December 31, 2001, was
as follows*:
EWG's: $ 124,937,000
FUCO's: $ 1,290,583,000
FirstEnergy's aggregate capital investment in domestic public utility subsidiary
companies at December 31, 2001 was approximately $10,423,361,170.
Ratio of FirstEnergys's aggregate investment of EWG's and FUCO's to GPU's
aggregate investment in domestic public utility subsidiary companies at December
31, 2001, was as follows:
EWG's: .01:1
FUCO's: .12:1
* 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.
60
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Page
Consolidating Financial Statements, Schedules and Notes
- Report of Independent Public Accountants. 62
- Consolidating Financial Statements of FirstEnergy Corp. 63-92
for 2001.
- Notes 1 through 7 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page
93), in the FirstEnergy Corp. Annual Report on Form
10-K for 2001.
- Notes 1 through 6 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page
93), in the Ohio Edison Company Annual Report on Form
10-K for 2001.
- Notes 1 through 7 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page
93), in the The Cleveland Electric Illuminating Company
Annual Report on Form 10-K for 2001.
- Notes 1 through 7 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page
93), in the The Toledo Edison Company Annual Report on
Form 10-K for 2001.
- Notes 1 through 6 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page
93), in the Pennsylvania Power Company Annual Report on
Form 10-K for 2001.
- Notes 1 through 7 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page
93)in the Jersey Central Power & Light Company Annual
Report on Form 10-K for 2001.
- Notes 1 through 7 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page
93)in the Metropolitan Edison Company Annual Report on
Form 10-K for 2001.
- Notes 1 through 7 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page
93)in the Pennsylvania Electric Company Annual Report
on Form 10-K for 2001.
- Exhibits 93-172
61
REPORT OF INDEPENDENT ACCOUNTANTS
Report of Independent Public Accountants
To the Stockholders and Board of Directors of FirstEnergy Corp.:
We have audited the consolidated balance sheet and consolidated statement of
capitalization of FirstEnergy Corp. (an Ohio corporation) and subsidiaries as of
December 31, 2001, and the related consolidated statements of income, common
stockholders' equity, preferred stock, cash flows and taxes for the year then
ended (included in the Company's 2001 annual report to stockholders, which is
incorporated by reference into the 2001 Form 10-K included in Exhibit A-1 to
this Form U5S). These consolidated financial statements and the supplementary
consolidating financial information referred to below are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and the supplementary consolidating
information based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FirstEnergy Corp. and
subsidiaries as of December 31, 2001, 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.
As explained in Note 1 to the consolidated financial statements, effective
January 1, 2001, the Company changed its method of accounting for derivative
instruments and hedging activities by adopting Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended.
Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplementary
consolidating financial information in the accompanying Form U5S is presented
for purposes of additional analysis of the basic consolidated financial
statements rather than to present the financial positions, results of operations
and cash flows of the individual companies and is not a required part of the
basic consolidated financial statements. This information has been subjected to
the auditing procedures applied in our audit of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.
Arthur Andersen LLP
Cleveland, Ohio,
March 18, 2002.
62
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
FirstEnergy Ohio Cleveland Toledo
Holding Edison Electric Edison
ASSETS Company Consolidated Consolidated Consolidated
----------- ------------ ------------ ------------
CURRENT ASSETS:
Cash and cash equivalents .................... $ 329 $ 5 $ 0 $ 0
Receivables
Customers ............................... - 312 18 6
Associated companies .................... 482 669 75 65
Other ................................... - 42 100 9
Notes receivable from associated companies ... 2,117 108 - 8
Material and supplies
Owned ................................... - 54 20 14
Under consignment ....................... - 14 29 17
Prepayments and other ........................ - 50 32 14
------- ------ ------ ------
2,928 1,254 274 133
------- ------ ------ ------
ASSETS PENDING SALE - - - -
PROPERTY, PLANT AND EQUIPMENT:
In service ................................... - 5,005 4,093 1,585
Less--Accumulated provision for depreciation . - 2,478 1,728 650
------- ------ ------ ------
............................................. - 2,527 2,365 935
Construction work in progress ................ - 99 88 60
------- ------ ------ ------
............................................. - 2,626 2,453 995
------- ------ ------ ------
INVESTMENTS:
Capital trust investments .................... - 429 476 262
Nuclear plant decommissioning trusts ......... - 276 212 156
Letter of credit collateralization ........... - 278 - -
Notes receivable from associated companies ... - 359 104 162
Pension investments .......................... - 210 - 2
Other ........................................ 11,582 86 3 1
------- ------ ------ ------
11,582 1,638 795 583
------- ------ ------ ------
DEFERRED CHARGES:
Regulatory assets ............................ - 2,234 874 389
Goodwill ..................................... - - 1,371 446
Accumulated Deferred Income Taxes Assets ..... - - - -
Other ........................................ 32 164 89 26
------- ------ ------ ------
32 2,398 2,334 861
------- ------ ------ ------
TOTAL ASSETS $14,542 $7,916 $5,856 $2,572
======= ====== ====== ======
63
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
American FirstEnergy
Transmission FirstEnergy Nuclear
ASSETS Systems, Inc. Solutions Operating Co. Marbel
------------- ----------- ------------- ------
CURRENT ASSETS:
Cash and cash equivalents .................... $ 0 $ 4 $ 0 $ 10
Receivables
Customers ............................... 3 167 - -
Associated companies .................... 36 151 106 -
Other ................................... 9 9 - 9
Notes receivable from associated companies ... 26 - 2 -
Material and supplies
Owned ................................... - 89 - -
Under consignment ....................... - 81 - -
Prepayments and other ........................ - 101 1 1
------ ------ ---- ----
74 602 109 20
------ ------ ---- ----
ASSETS PENDING SALE .......................... - - - -
PROPERTY, PLANT AND EQUIPMENT:
In service ................................... 1,223 419 - 31
Less--Accumulated provision for depreciation . 615 10 - 5
------ ------ ---- ----
............................................. 608 409 - 26
Construction work in progress ................ 28 215 - -
------ ------ ---- ----
636 624 - 26
------ ------ ---- ----
INVESTMENTS:
Capital trust investments .................... - - - -
Nuclear plant decommissioning trusts ......... - - - -
Letter of credit collateralization ........... - - - -
Notes receivable from associated companies ... - - - -
Pension investments .......................... - 5 10 -
Other ........................................ - 15 - 162
------ ------ ---- ----
- 20 10 162
------ ------ ---- ----
DEFERRED CHARGES:
Regulatory assets ............................ - - - -
Goodwill ..................................... - 24 - -
Accumulated Deferred Income Taxes Assets ..... - 45 3 -
Other ........................................ 35 56 2 -
------ ------ ---- ----
35 125 5 -
------ ------ ---- ----
TOTAL ASSETS $ 745 $1,371 $124 $208
====== ====== ==== ====
64
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
FirstEnergy FirstEnergy FE License
Facilities Ventures Corp FirstEnergy Holding
ASSETS Services Consolidated Properties Corp.
----------- ------------- ----------- ----------
CURRENT ASSETS:
Cash and cash equivalents .......................... $ 18 $ 1 $ 1 $0
Receivables
Customers ..................................... - - - -
Associated companies .......................... - 7 - -
Other ......................................... 148 3 - -
Notes receivable from associated companies ......... - 26 24 -
Material and supplies
Owned ......................................... 8 1 - -
Under consignment ............................. - - - -
Prepayments and other .............................. 1 - - -
---- ---- --- ---
175 38 25 -
---- ---- --- ---
ASSETS PENDING SALE ................................ - - - -
PROPERTY, PLANT AND EQUIPMENT:
In service ......................................... 59 190 20 -
Less--Accumulated provision for depreciation ....... 19 4 1 -
---- ---- --- ---
................................................... 40 186 19 -
Construction work in progress ...................... 1 3 - -
---- ---- --- ---
41 189 19 -
---- ---- --- ---
INVESTMENTS:
Capital trust investments .......................... - - - -
Nuclear plant decommissioning trusts ............... - - - -
Letter of credit collateralization ................. - - - -
Notes receivable from associated companies ......... - - - -
Pension investments ................................ - - - -
Other .............................................. 4 27 1 -
---- ---- --- ---
4 27 1 -
---- ---- --- ---
DEFERRED CHARGES:
Regulatory assets .................................. - - - -
Goodwill ........................................... 193 - - -
Accumulated Deferred Income Taxes Assets ........... - 1 - -
Other .............................................. - 4 - -
---- ---- --- ---
193 5 - -
---- ---- --- ---
TOTAL ASSETS $413 $259 $45 $0
==== ==== === ===
65
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
Jersey Metropolitan Pennsylvania
Central Edison Electric Advanced
ASSETS Power & Light Consolidated Consolidated Resources
------------- ------------ ------------ ---------
CURRENT ASSETS:
Cash and cash equivalents .......................... $ 32 $ 25 $ 39 $14
Receivables
Customers ..................................... 226 112 107 -
Associated companies .......................... 7 9 40 -
Other ......................................... 21 17 15 -
Notes receivable from associated companies ......... - - - -
Material and supplies
Owned ......................................... 1 - - -
Under consignment ............................. - - - -
Prepayments and other .............................. 17 12 9 -
------ ------ ------ ---
304 175 210 14
------ ------ ------ ---
ASSETS PENDING SALE ................................ - - - -
PROPERTY, PLANT AND EQUIPMENT:
In service ......................................... 3,451 1,611 1,846 -
Less--Accumulated provision for depreciation ....... 1,330 530 631 -
------ ------ ------ ---
................................................... 2,121 1,081 1,215 -
Construction work in progress ...................... 60 14 13 -
------ ------ ------ ---
................................................... 2,181 1,095 1,228 -
------ ------ ------ ---
INVESTMENTS:
Capital trust investments .......................... - - - -
Nuclear plant decommissioning trusts ............... 115 158 97 -
Letter of credit collateralization ................. - - - -
Notes receivable from associated companies ......... 20 13 15 -
Pension investments ................................ - - - -
Other .............................................. 141 12 155 -
------ ------ ------ ---
276 183 267 -
------ ------ ------ ---
DEFERRED CHARGES:
Regulatory assets .................................. 3,325 1,321 770 -
Goodwill ........................................... 1,926 785 797 -
Accumulated Deferred Income Taxes Assets ........... - - - -
Other .............................................. 28 48 28 -
------ ------ ------ ---
5,279 2,154 1,595 -
------ ------ ------ ---
TOTAL ASSETS $8,040 $3,607 $3,300 $14
====== ====== ====== ===
66
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
GPU Diversified MYR GPU
ASSETS Capital Holdings Corp Power
------- ----------- ---- -----
CURRENT ASSETS:
Cash and cash equivalents .......................... $ 7 $ 0 $ 8 $ 25
Receivables
Customers ..................................... - - 110 -
Associated companies .......................... 1,105 - - -
Other ......................................... 45 - 2 39
Notes receivable from associated companies ......... - - - -
Material and supplies
-
-
Owned ......................................... - - - 7
-
-
Under consignment ............................. - - - -
Prepayments and other 52 - 25 1
------ --- ---- ----
1,209 - 145 72
------ --- ---- ----
ASSETS PENDING SALE ................................ 3,418 - - -
PROPERTY, PLANT AND EQUIPMENT:
In service ......................................... - - 59 94
Less--Accumulated provision for depreciation ....... - - 40 -
------ --- ---- ----
- - 19 94
Construction work in progress ...................... - - - -
------ --- ---- ----
- - 19 94
------ --- ---- ----
INVESTMENTS:
Capital trust investments .......................... - - - -
Nuclear plant decommissioning trusts ............... - - - -
Letter of credit collateralization ................. - - - -
Notes receivable from associated companies ......... - - - -
Pension investments ................................ - - - -
Other .............................................. - 27 1 53
------ --- ---- ----
- 27 1 53
------ --- ---- ----
DEFERRED CHARGES:
Regulatory assets .................................. - - - -
Goodwill ........................................... - - 59 -
Accumulated Deferred Income Taxes Assets ........... - - 5 -
Other .............................................. - - - 319
------ --- ---- ----
- - 64 319
------ --- ---- ----
TOTAL ASSETS $4,627 $27 $229 $538
====== === ==== ====
67
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
GPU FirstEnergy FirstEnergy
Telecom GPU Service Corp.
ASSETS Company Service Co. Company Eliminations Consolidated
------- ----------- ----------- ------------ ------------
CURRENT ASSETS:
Cash and cash equivalents .......................... $ 9 $ 37 $ 12 ($356) $ 220
Receivables
Customers ..................................... 4 - 10 - 1,075
Associated companies .......................... - 353 1,173 (4,278) -
Other ......................................... (5) 5 6 - 474
Notes receivable from associated companies ......... - - - (2,311) -
Material and supplies
Owned ......................................... 3 60 - - 257
Under consignment ............................. - - - - 141
Prepayments and other 1 1 18 - 336
--- ---- ------ --------
12 456 1,219 (6,945) 2,503
--- ---- ------ -------- -------
ASSETS PENDING SALE - - - - 3,418
PROPERTY, PLANT AND EQUIPMENT:
In service ......................................... 10 75 211 - 19,982
Less--Accumulated provision for depreciation ....... - 53 67 - 8,161
--- ---- ------ -------- -------
10 22 144 - 11,821
Construction work in progress ...................... - - 26 - 607
--- ---- ------ -------- -------
10 22 170 - 12,428
--- ---- ------ -------- -------
INVESTMENTS:
Capital trust investments .......................... - - - - 1,167
Nuclear plant decommissioning trusts ............... - - - - 1,014
Letter of credit collateralization ................. - - - - 278
Notes receivable from associated companies ......... - - - (673) -
Pension investments ................................ - 62 18 (33) 274
Other 3 25 175 (11,575) 898
--- ---- ------ -------- -------
3 87 193 (12,281) 3,631
--- ---- ------ -------- -------
DEFERRED CHARGES:
Regulatory assets .................................. - - - - 8,913
Goodwill ........................................... - - - - 5,601
Accumulated Deferred Income Taxes Assets ........... 17 95 - (166) -
Other .............................................. - 1 23 3 858
--- ---- ------ -------- -------
17 96 23 (163) 15,372
--- ---- ------ -------- -------
TOTAL ASSETS $42 $661 $1,605 ($19,389) $37,352
=== ==== ====== ======== =======
68
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
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 ...... $ 0 $ 577 $ 527 $ 349
Short-term borrowings ..................................... 385 220 - -
Notes payable to associated companies ..................... - 26 98 17
Accounts payable
Other ................................................. 4 20 30 25
Associated companies ................................. 2,170 111 81 54
Accrued taxes ............................................. 24 259 130 40
Accrued interest .......................................... 37 33 57 20
Other 6 63 61 41
------- ------ ------ ------
2,626 1,309 984 546
------- ------ ------ ------
LIABILITIES RELATED TO ASSETS PENDING SALE ................ - - - -
CAPITALIZATION:
Common stockholders' equity ............................... 7,496 2,671 1,082 638
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption .................. - 200 142 126
Subject to mandatory redemption ...................... - 14 6 -
Subsidiary-obligated mandatorily redeemable
preferred securities ................................. - 120 100 -
Long-term debt ............................................ 4,491 1,615 2,156 646
------- ------ ------ ------
11,987 4,620 3,486 1,410
------- ------ ------ ------
DEFERRED CREDITS:
Accumulated deferred income taxes ......................... (89) 1,175 637 213
Accumulated deferred investment tax credits ............... - 99 76 31
Nuclear plant decommissioning costs ....................... - 277 221 162
Power purchase contract loss liability .................... - - - -
Other postretirement benefits ............................. 1 167 231 121
Other ..................................................... 17 269 221 89
------- ------ ------ ------
(71) 1,987 1,386 616
------- ------ ------ ------
TOTAL LIABILITIES AND CAPITALIZATION $14,542 $7,916 $5,856 $2,572
======= ====== ====== ======
69
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
American FirstEnergy
Transmission FirstEnergy Nuclear
LIABILITIES AND CAPITALIZATION Systems, Inc. Solutions Operating Co. Marbel
------------- ----------- ------------- ------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock ...... $ 0 $ 0 $ 0 $ 0
Short-term borrowings ..................................... - - - -
Notes payable to associated companies ..................... 2 715 - 4
Accounts payable
Other ................................................. - 167 73 8
Associated companies ................................. 6 132 9 21
Accrued taxes ............................................. 33 7 2 6
Accrued interest .......................................... - - - -
Other ..................................................... 1 125 33 -
---- ------ ---- ----
42 1,146 117 39
---- ------ ---- ----
LIABILITIES RELATED TO ASSETS PENDING SALE ................ - - - -
CAPITALIZATION:
Common stockholders' equity ............................... 303 (150) (10) 138
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption .................. - - - -
Subject to mandatory redemption ...................... - - - -
Subsidiary-obligated mandatorily redeemable
preferred securities ................................. - - - -
Long-term debt ............................................ 336 325 - 1
---- ------ ---- ----
639 175 (10) 139
---- ------ ---- ----
DEFERRED CREDITS:
Accumulated deferred income taxes ......................... 16 - - 29
Accumulated deferred investment tax credits ............... 15 - - -
Nuclear plant decommissioning costs ....................... - - - -
Power purchase contract loss liability .................... - - - -
Other postretirement benefits ............................. - 12 17 -
Other ..................................................... 33 38 - 1
---- ------ ---- ----
64 50 17 30
---- ------ ---- ----
TOTAL LIABILITIES AND CAPITALIZATION $745 $1,371 $124 $208
==== ====== ==== ====
70
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
FirstEnergy FirstEnergy FE License
Facilities Ventures Corp FirstEnergy Holding
LIABILITIES AND CAPITALIZATION Services Consolidated Properties Corp.
----------- ------------- ----------- ----------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock ...... $ 3 $ 2 $ 0 $0
Short-term borrowings ..................................... 9 - - -
Notes payable to associated companies ..................... 24 7 - -
Accounts payable
Other ................................................. 62 - - -
Associated companies ................................. - 1 1 -
Accrued taxes ............................................. 1 - 2 -
Accrued interest .......................................... - 3 - -
Other 30 1 - -
---- ---- --- ---
129 14 3 -
---- ---- --- ---
LIABILITIES RELATED TO ASSETS PENDING SALE ................ - - - -
CAPITALIZATION:
Common stockholders' equity ............................... 264 97 32 -
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption .................. - - - -
Subject to mandatory redemption ...................... - - - -
Subsidiary-obligated mandatorily redeemable
preferred securities ................................. - - - -
Long-term debt ............................................ 13 148 10 -
---- ---- --- ---
277 245 42 -
---- ---- --- ---
DEFERRED CREDITS:
Accumulated deferred income taxes ......................... - - - -
Accumulated deferred investment tax credits ............... - - - -
Nuclear plant decommissioning costs ....................... - - - -
Power purchase contract loss liability .................... - - - -
Other postretirement benefits ............................. - - - -
Other ..................................................... 7 - - -
---- ---- --- ---
7 - - -
---- ---- --- ---
TOTAL LIABILITIES AND CAPITALIZATION $413 $259 $45 $0
==== ==== === ===
71
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
Jersey Metropolitan Pennsylvania
Central Edison Electric Advanced
LIABILITIES AND CAPITALIZATION Power & Light Consolidated Consolidated Resources
------------- ------------ ------------ ---------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock ...... $ 61 $ 30 $ 51 $ 0
Short-term borrowings ..................................... - - - -
Notes payable to associated companies ..................... 18 72 78 -
Accounts payable
Other ................................................. 90 37 39 -
Associated companies ................................. 171 67 126 -
Accrued taxes ............................................. 36 7 29 -
Accrued interest .......................................... 25 17 12 -
Other ..................................................... 80 14 11 1
------ ------ ------ ----
481 244 346 1
------ ------ ------ ----
LIABILITIES RELATED TO ASSETS PENDING SALE ................ - - - -
CAPITALIZATION:
Common stockholders' equity ............................... 3,164 1,289 1,307 13
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption .................. 12 - - -
Subject to mandatory redemption ...................... 45 - - -
Subsidiary-obligated mandatorily redeemable
preferred securities ................................. 125 92 92 -
Long-term debt ............................................ 1,224 583 472 -
------ ------ ------ ----
4,570 1,964 1,871 13
------ ------ ------ ----
DEFERRED CREDITS:
Accumulated deferred income taxes ......................... 514 300 22 -
Accumulated deferred investment tax credits ............... 14 13 12 -
Nuclear plant decommissioning costs ....................... 137 269 135 -
Power purchase contract loss liability .................... 1,969 731 867 -
Other postretirement benefits ............................. 2 1 1 -
Other ..................................................... 353 85 46 -
------ ------ ------ ----
2,989 1,399 1,083 -
------ ------ ------ ----
TOTAL LIABILITIES AND CAPITALIZATION $8,040 $3,607 $3,300 $14
====== ====== ====== ===
72
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
GPU Diversified MYR GPU
LIABILITIES AND CAPITALIZATION Capital Holdings Corp Power
------- ----------- ---- -----
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock ...... $ 0 $ 0 $ 0 $268
Short-term borrowings ..................................... - - - -
Notes payable to associated companies ..................... 1,184 - - -
Accounts payable
Other ................................................. - - 17 3
Associated companies ................................. 6 - - 1
Accrued taxes ............................................. 16 - 6 2
Accrued interest .......................................... - - - 28
Other 3 - 52 61
------ --- ---- ----
1,209 - 75 363
------ --- ---- ----
LIABILITIES RELATED TO ASSETS PENDING SALE ................ 2,955 - - -
CAPITALIZATION:
Common stockholders' equity ............................... 458 27 153 97
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption .................. - - - -
Subject to mandatory redemption ...................... - - - -
Subsidiary-obligated mandatorily redeemable
preferred securities ................................. - - - -
Long-term debt ............................................ - - - 23
------ --- ---- ----
458 27 153 120
------ --- ---- ----
DEFERRED CREDITS:
Accumulated deferred income taxes ......................... 1 - - 4
Accumulated deferred investment tax credits ............... - - - -
Nuclear plant decommissioning costs ....................... - - - -
Power purchase contract loss liability .................... - - - -
Other postretirement benefits ............................. - - - -
Other ..................................................... 4 - - 51
------ --- ---- ----
5 - - 55
------ --- ---- ----
TOTAL LIABILITIES AND CAPITALIZATION $4,627 $27 $228 $538
====== === ==== ====
73
FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
As of December 31, 2001
(In Millions $)
GPU FirstEnergy FirstEnergy
Telecom GPU Service Corp.
LIABILITIES AND CAPITALIZATION Company Service Company Eliminations Consolidated
------- ------- ----------- ------------ ------------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock ... $ 0 $ 0 $ 0 $ 0 $ 1,868
Short-term borrowings .................................. - - - - 614
Notes payable to associated companies .................. 15 - 51 (2,311) -
Accounts payable
Other .............................................. 16 77 36 - 704
Associated companies .............................. 1 23 1,117 (4,098) -
Accrued taxes .......................................... (4) 1 2 (180) 419
Accrued interest ....................................... - 1 - - 233
Other .................................................. - 223 381 (355) 832
--- ---- ------ -------- -------
28 325 1,587 (6,944) 4,670
--- ---- ------ -------- -------
LIABILITIES RELATED TO ASSETS PENDING SALE ............. - - - - 2,955
CAPITALIZATION:
Common stockholders' equity ............................ (29) - (68) (11,573) 7,399
Preferred stock of consolidated subsidiaries--
Not subject to mandatory redemption ............... - - - - 480
Subject to mandatory redemption ................... - - - - 65
Subsidiary-obligated mandatorily redeemable
preferred securities .............................. - - - - 529
Long-term debt ......................................... 15 48 - (672) 11,434
--- ---- ------ -------- -------
(14) 48 (68) (12,245) 19,907
--- ---- ------ -------- -------
DEFERRED CREDITS:
Accumulated deferred income taxes ...................... - - 29 (167) 2,684
Accumulated deferred investment tax credits ............ - - - - 260
Nuclear plant decommissioning costs .................... - - - - 1,201
Power purchase contract loss liability ................. - - - - 3,567
Other postretirement benefits .......................... - 262 57 (33) 839
Other .................................................. 29 26 - - 1,269
--- ---- ------ -------- -------
29 288 86 (200) 9,820
--- ---- ------ -------- -------
TOTAL LIABILITIES AND CAPITALIZATION $43 $661 $1,605 ($19,389) $37,352
=== ==== ====== ======== =======
74
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2001
(In Millions $)
FirstEnergy Ohio Cleveland Toledo
Holding Co. & Edison Electric Edison
Service Co.(a) Consolidated Consolidated Consolidated
-------------- ------------ ------------ ------------
REVENUES $386 $3,180 $2,131 $1,134
EXPENSES:
Fuel and purchased power ............................. - 1,096 768 457
Purchased gas ........................................ - - - -
Other operating expenses ............................. 342 729 455 327
Provision for depreciation and amortization .......... 26 427 195 130
General taxes ........................................ 9 154 145 58
---- ------ ------ ------
Total expenses .................................... 377 2,406 1,563 972
---- ------ ------ ------
EQUITY IN SUBSIDIARY EARNINGS ........................ 672 - - -
---- ------ ------ ------
INCOME BEFORE INTEREST AND INCOME TAXES .............. 681 774 568 162
NET INTEREST CHARGES:
Interest expense ..................................... 76 173 192 62
Capitalized interest ................................. - (3) (2) (4)
Subsidiaries' preferred stock dividends .............. - 14 - -
---- ------ ------ ------
Net interest charges .............................. 76 184 190 58
---- ------ ------ ------
INCOME TAXES ......................................... (42) 239 159 40
---- ------ ------ ------
INCOME BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING ......................... 647 351 219 64
---- ------ ------ ------
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ............... - - - -
NET INCOME ........................................... 647 351 219 64
PREFERRED STOCK
DIVIDEND REQUIREMENTS ............................. - 11 26 17
---- ------ ------ ------
EARNINGS AVAILABLE FOR COMMON ........................ $647 $ 340 $ 193 $ 47
==== ====== ====== ======
Note: (a) Combined holding company and service company income statement
75
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2001
(In Millions $)
American FirstEnergy
Transmission FirstEnergy Nuclear
Systems, Inc. Solutions Operating Co. Marbel
------------- ----------- ------------- ------
REVENUES .......................................... $209 $4,713 $40 $35
EXPENSES:
Fuel and purchased power .......................... - 3,162 - -
Purchased gas ..................................... - 811 - 11
Other operating expenses .......................... 71 644 65 3
Provision for depreciation and amortization ....... 29 11 - 2
General taxes ..................................... 32 17 1 1
---- ------ ---- ---
Total expenses ................................. 132 4,645 66 17
---- ------ ---- ---
EQUITY IN SUBSIDIARY EARNINGS ..................... - - - -
---- ------ ---- ---
INCOME BEFORE INTEREST AND INCOME TAXES ........... 77 68 (26) 18
NET INTEREST CHARGES:
Interest expense .................................. 26 51 - -
Capitalized interest .............................. (1) (16) - -
Subsidiaries' preferred stock dividends ........... - - - -
---- ------ ---- ---
Net interest charges ........................... 25 35 - -
---- ------ ---- ---
INCOME TAXES ...................................... 20 14 (10) 8
---- ------ ---- ---
INCOME BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING ...................... 32 19 (16) 10
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ............ - (8) - -
NET INCOME ........................................ 32 11 (16) 10
---- ------ ---- ---
PREFERRED STOCK
DIVIDEND REQUIREMENTS .......................... - - - -
---- ------ ---- ---
EARNINGS AVAILABLE FOR COMMON ..................... $ 32 $ 11 ($16) $10
==== ====== ==== ===
76
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2001
(In Millions $)
FirstEnergy FirstEnergy FE License
Facilities Ventures Corp FirstEnergy Holding
Services Consolidated Properties Corp.
----------- ------------- ----------- ----------
REVENUES .......................................... $597 $13 $3 $0
EXPENSES:
Fuel and purchased power .......................... - - - -
Purchased gas ..................................... - - - -
Other operating expenses .......................... 575 10 1 -
Provision for depreciation and amortization ....... 13 2 - -
General taxes ..................................... - - - -
---- --- --- ---
Total expenses ................................. 588 12 1 -
---- --- --- ---
EQUITY IN SUBSIDIARY EARNINGS ..................... - - - -
INCOME BEFORE INTEREST AND INCOME TAXES ........... 9 1 2 -
NET INTEREST CHARGES:
Interest expense .................................. 4 10 - -
Capitalized interest .............................. - (9) - -
Subsidiaries' preferred stock dividends ........... - - - -
---- --- --- ---
Net interest charges ........................... 4 1 - -
---- --- --- ---
INCOME TAXES ...................................... 3 - 1 -
---- --- --- ---
INCOME BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING ...................... 2 - 1 -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ............ - - - -
NET INCOME ........................................ 2 - 1 -
---- --- --- ---
PREFERRED STOCK
DIVIDEND REQUIREMENTS .......................... - - - -
---- --- --- ---
EARNINGS AVAILABLE FOR COMMON ..................... $ 2 $ 0 $1 $0
==== === === ===
77
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2001
(In Millions $)
Jersey Metropolitan Pennsylvania
Central Edison Electric Advanced
Power & Light Consolidated Consolidated Resources
------------- ------------ ------------ ---------
REVENUES .......................................... $286 $150 $141 $0
EXPENSES:
Fuel and purchased power .......................... 136 83 80 -
Purchased gas ..................................... - - - -
Other operating expenses .......................... 42 17 21 -
Provision for depreciation and amortization ....... 35 9 9 -
General taxes ..................................... 9 7 6 -
---- ---- ---- ---
Total expenses ................................. 222 116 116 -
---- ---- ---- ---
EQUITY IN SUBSIDIARY EARNINGS ..................... - - - -
---- ---- ---- ---
INCOME BEFORE INTEREST AND INCOME TAXES ........... 64 34 25 -
NET INTEREST CHARGES:
Interest expense .................................. 13 7 5 -
Capitalized interest .............................. - - - -
Subsidiaries' preferred stock dividends ........... 2 1 1 -
---- ---- ---- ---
Net interest charges ........................... 15 8 6 -
---- ---- ---- ---
INCOME TAXES ...................................... 20 11 8 -
---- ---- ---- ---
INCOME BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING ...................... 29 15 11 -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ............ - - - -
NET INCOME ........................................ 29 15 11 -
---- ---- ---- ---
PREFERRED STOCK
DIVIDEND REQUIREMENTS .......................... - - - -
---- ---- ---- ---
EARNINGS AVAILABLE FOR COMMON ..................... $ 29 $ 15 $ 11 $0
==== ==== ==== ===
78
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2001
(In Millions $)
GPU Diversified MYR GPU
Capital Holdings Corp Power
------- -------- ---- -----
REVENUES .......................................... $0 $0 $97 $8
EXPENSES:
Fuel and purchased power .......................... - - - 2
Purchased gas ..................................... - - - -
Other operating expenses .......................... 1 - 90 2
Provision for depreciation and amortization ....... - - 1 1
General taxes ..................................... - - - -
---- --- --- ---
Total expenses ................................. 1 - 91 5
---- --- --- ---
EQUITY IN SUBSIDIARY EARNINGS ..................... - - - -
---- --- --- ---
INCOME BEFORE INTEREST AND INCOME TAXES ........... (1) - 6 3
NET INTEREST CHARGES:
Interest expense .................................. 5 - 1 -
Capitalized interest .............................. - - - -
Subsidiaries' preferred stock dividends ........... - - - -
---- --- --- ---
Net interest charges ........................... 5 - 1 -
---- --- --- ---
INCOME TAXES ...................................... (2) - 2 1
INCOME BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING ...................... (4) - 3 2
---- --- --- ---
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ............ - - - -
NET INCOME ........................................ (4) - 3 2
---- --- --- ---
PREFERRED STOCK
DIVIDEND REQUIREMENTS .......................... - - - -
---- --- --- ---
EARNINGS AVAILABLE FOR COMMON ..................... ($4) $0 $ 3 $2
==== === === ===
79
FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 2001
(In Millions $)
GPU FirstEnergy
Telecom GPU Corp.
Company Service Co. Eliminations Consolidated
------- ----------- ------------ ------------
REVENUES .......................................... $1 $121 ($5,246) $7,999
EXPENSES:
Fuel and purchased power .......................... - - (4,363) 1,421
Purchased gas ..................................... - - (2) 820
Other operating expenses .......................... 3 113 (783) 2,728
Provision for depreciation and amortization ....... - 1 (1) 890
General taxes ..................................... - 3 13 455
--- ---- ------- ------
Total expenses ................................. 3 117 (5,136) 6,314
--- ---- ------- ------
EQUITY IN SUBSIDIARY EARNINGS ..................... - - (672) -
--- ---- ------- ------
INCOME BEFORE INTEREST AND INCOME TAXES ........... (2) 4 (782) 1,685
NET INTEREST CHARGES:
Interest expense .................................. - 1 (107) 519
Capitalized interest .............................. - - - (35)
Subsidiaries' preferred stock dividends ........... - - 54 72
--- ---- ------- ------
Net interest charges ........................... - 1 (53) 556
--- ---- ------- ------
INCOME TAXES ...................................... (1) 3 - 474
--- ---- ------- ------
INCOME BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING ...................... (1) - (729) 655
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ............ - - - (8)
NET INCOME ........................................ (1) - (729) 647
--- ---- ------- ------
PREFERRED STOCK
DIVIDEND REQUIREMENTS .......................... - - (54) -
--- ---- ------- ------
EARNINGS AVAILABLE FOR COMMON ..................... ($1) $ 0 ($675) $ 647
=== ==== ======= ======
80
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2001
(In Millions $)
FirstEnergy Ohio Cleveland Toledo
Holding Edison Electric Edison
Company Consolidated Consolidated Consolidated
----------- ------------ ------------ ------------
RETAINED EARNINGS:
Balance - Beginning of Period ................ $1,210 $ 458 $ 133 $ 82
Net Income ................................... 647 351 219 64
------ ----- ----- ----
Subtotal .................................. 1,857 809 352 146
Common Stock Dividends Declared .............. (334) (226) (176) (16)
Preferred Stock Dividends Declared ........... - (11) (26) (17)
Other ........................................ - - - -
------ ----- ----- ----
Balance - End of Period ...................... $1,523 $ 572 $ 150 $113
====== ===== ===== ====
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period ................ $ 1 $ - $ - $ -
Net Changes .................................. (170) - - -
------ ----- ----- ----
Balance - End of Period ...................... $ (169) $ - $ - $ -
====== ===== ===== ====
81
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2001
(In Millions $)
American FirstEnergy
Transmission FirstEnergy Nuclear
Systems, Inc. Solutions Operating Co. Marbel
------------- ----------- ------------- ------
RETAINED EARNINGS:
Balance - Beginning of Period ................ $ 20 $ (132) $ 6 $ 6
Net Income ................................... 32 11 (16) 10
---- ------ ---- ---
Subtotal .................................. 52 (121) (10) 16
Common Stock Dividends Declared .............. (27) - - -
Preferred Stock Dividends Declared ........... - - - -
Other ........................................ - - - -
---- ------ ----
Balance - End of Period ...................... $ 25 $ (121) $(10) $16
==== ====== ==== ===
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period ................ $ - $ - $ - $ -
Net Changes .................................. - (45) - 7
---- ------ ----
Balance - End of Period ...................... $ - $ (45) $ - $ 7
==== ====== ==== ===
82
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2001
(In Millions $)
FirstEnergy FirstEnergy FE License
Facilities Ventures Corp FirstEnergy Holding
Services Consolidated Properties Corp.
----------- ------------- ----------- -----
RETAINED EARNINGS:
Balance - Beginning of Period ................ $16 $12 $ 2 $ -
Net Income ................................... 2 - 1 -
--- --- ---
Subtotal .................................. 18 12 3 -
Common Stock Dividends Declared .............. - - - -
Preferred Stock Dividends Declared ........... - - - -
Other ........................................ - - - -
--- --- ---
Balance - End of Period ...................... $18 $12 $ 3
=== === ===
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period ................ $ - $ - $ - $ -
Net Changes .................................. - - - -
--- --- ---
Balance - End of Period ...................... $ - $ - $ - $ -
=== === ===
83
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2001
(In Millions $)
Jersey Metropolitan Pennsylvania
Central Edison Electric Advanced
Power & Light Consolidated Consolidated Resources
------------- ------------ ------------ ---------
RETAINED EARNINGS:
Balance - Beginning of Period $ - $ - $ - $ -
Net Income 29 15 11 -
--- --- --- ---
Subtotal 29 15 11 -
Common Stock Dividends Declared - - - -
Preferred Stock Dividends Declared (1) - - -
Other - - - -
--- --- --- ---
Balance - End of Period $28 $15 $11 $ -
=== === === ===
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period $ - $ - $ - $ -
Net Changes - - 2 -
--- --- --- ---
Balance - End of Period $ - $ - $ 2 $ -
=== === === ===
84
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2001
(In Millions $)
GPU Diversified MYR GPU
Capital Holdings Corp Power
------- -------- ----------- -----
RETAINED EARNINGS:
Balance - Beginning of Period ................ $ - $ - $ - $ -
Net Income ................................... (4) - 3 2
--- --- --- ---
Subtotal .................................. (4) - 3 2
Common Stock Dividends Declared .............. - - - -
Preferred Stock Dividends Declared ........... - - - -
Other ........................................ - - - -
--- --- --- ---
Balance - End of Period ...................... $(4) $ - $ 3 $ 2
=== === === ===
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period ................ $ - $ - $ - $ -
Net Changes .................................. - - - -
--- --- --- ---
Balance - End of Period ...................... $ - $ - $ - $ -
=== === === ===
85
FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 2001
(In Millions $)
GPU FirstEnergy
Telecom GPU Corp.
Company Service Co. Eliminations Consolidated
------- ----------- ------------ ------------
RETAINED EARNINGS:
Balance - Beginning of Period ................ $ - $ - $ (603) $1,210
Net Income ................................... (1) - (729) 647
--- --- ------- ------
Subtotal .................................. (1) - (1,332) 1,857
Common Stock Dividends Declared .............. - - 445 (334)
Preferred Stock Dividends Declared ........... - - 55 -
Other ........................................ - - - -
--- --- ------- ------
Balance - End of Period ...................... $(1) $ - $ (832) $1,523
=== === ======= ======
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period ................ $ - $ - $ - $ 1
Net Changes .................................. - - 36 (170)
--- --- ------- ------
Balance - End of Period ...................... $ - $ - $ 36 $ (169)
=== === ======= ======
86
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2001
(In Millions $)
FirstEnergy Ohio Cleveland Toledo
Holding Co. & Edison Electric Edison
Service Co.(a) Consolidated Consolidated Consolidated
-------------- ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ 647 $ 351 $ 219 $ 64
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization ....... 26 427 195 130
Nuclear fuel and lease amortization ............... - 45 31 22
Other amortization, net ........................... - - (14) -
Deferred costs recoverable as regulatory assets ... - - - -
Undistributed subsidiary earnings ................. (232) - - -
Deferred income taxes, net ........................ 44 (64) 47 12
Investment tax credits, net ....................... - (13) (4) (4)
Cumulative effect of accounting change ............ - - - -
Receivables ....................................... (1,334) (61) 31 (10)
Materials and supplies ............................ - 65 16 8
Accounts payable .................................. 1,328 (54) (46) 20
Other ............................................. (60) (28) (109) (52)
------ ------ ------ ------
Net cash provided from operating activities .... 419 668 366 190
------ ------ ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Preferred stock ................................... - - 97 -
Long-term debt .................................... 4,213 111 - -
Redemptions and repayments-
Common stock ...................................... 18 - - -
Preferred stock ................................... - 5 80 -
Long-term debt .................................... - 232 74 42
Short-term borrowings .............................. 29 70 (69) 25
Dividend payments
Common stock ...................................... 335 226 176 15
Preferred stock ................................... - 11 28 16
------ ------ ------ ------
Net cash provided from (used for)
financing activities ........................... 3,831 (433) (192) (98)
------ ------ ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
GPU acquisition, net of cash ......................... 2,013 - - -
Property additions ................................... 34 145 156 112
Cash investments ..................................... 9 - (16) (18)
Other ................................................ 1,975 104 37 (1)
------ ------ ------ ------
Net cash used for investing activities ......... 4,031 249 177 93
------ ------ ------ ------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ......................... $ 219 $ (14) $ (3) $ (1)
====== ====== ====== ======
Note: (a) Combined holding company and service company statement of cash flows.
87
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOW
For the Year Ended December 31, 2001
(In Millions $)
American FirstEnergy
Transmission FirstEnergy Nuclear
Systems, Inc. Solutions Operating Co. Marbel
------------- ----------- ------------- ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ 32 $ 11 $(16) $ 10
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization ....... 29 11 - 2
Nuclear fuel and lease amortization ............... - - - -
Other amortization, net - - - -
Deferred costs recoverable as regulatory assets ... - - - -
Undistributed subsidiary earnings - - - -
Deferred income taxes, net ........................ 8 (3) (2) 3
Investment tax credits, net ....................... (1) - - -
Cumulative effect of accounting change ............ - 14 - -
Receivables ....................................... (5) 83 (11) 1
Materials and supplies ............................ - (133) - -
Accounts payable .................................. (7) (134) 1 7
Other ............................................. 26 (22) 30 4
---- ---- ---- ----
Net cash provided from operating activities .... 82 (173) 2 27
---- ---- ---- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Preferred stock ................................... - - - -
Long-term debt .................................... - - - -
Redemptions and repayments-
Common stock ...................................... - - - -
Preferred stock ................................... - - - -
Long-term debt .................................... - - - -
Short-term borrowings .............................. - (537) - -
Dividend payments
Common stock ...................................... 27 - - -
Preferred stock ................................... ---- ---- ---- ----
Net cash provided from (used for)
financing activities ........................... (27) 537 - -
---- ---- ---- ----
CASH FLOWS FROM INVESTING ACTIVITIES:
GPU acquisition, net of cash ......................... - - - -
Property additions ................................... 37 291 - 5
Cash investments ..................................... - - - -
Other ................................................ 19 75 2 15
---- ---- ---- ----
Net cash used for investing activities ......... 56 366 2 20
---- ---- ---- ----
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ......................... $ (1) $ (2) $ 0 $ 7
==== ==== ==== ====
88
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2001
(In Millions $)
FirstEnergy FirstEnergy FE License
Facilities Ventures Corp FirstEnergy Holding
Services Consolidated Properties Corp.
----------- ------------- ----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ 2 $ 0 $ 1 $0
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization ....... 13 2 - -
Nuclear fuel and lease amortization ............... - - - -
Other amortization, net ........................... - - - -
Deferred costs recoverable as regulatory assets ... - - - -
Undistributed subsidiary earnings ................. - - - -
Deferred income taxes, net ........................ 2 1 - -
Investment tax credits, net ....................... - - - -
Cumulative effect of accounting change ............ - - - -
Receivables ....................................... (1) 32 - -
Materials and supplies ............................ (1) 2 - -
Accounts payable .................................. (5) (53) - -
Other ............................................. (2) - (1) -
---- ---- ---- --
Net cash provided from operating activities .... 8 (16) - -
---- ---- ---- --
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Preferred stock ................................... - - - -
Long-term debt .................................... - 4 10 -
Redemptions and repayments-
Common stock ...................................... - - - -
Preferred stock ................................... - - - -
Long-term debt .................................... 2 3 - -
Short-term borrowings .............................. (14) (7) - -
Dividend payments
Common stock ...................................... - - - -
Preferred stock ................................... - - - -
---- ---- ---- --
Net cash provided from (used for)
financing activities ........................... 12 8 10 -
---- ---- ---- --
CASH FLOWS FROM INVESTING ACTIVITIES:
GPU acquisition, net of cash ......................... - - - -
Property additions ................................... 12 22 - -
Cash investments ..................................... - - - -
Other ................................................ - (24) 10 -
Net cash used for investing activities ......... 12 (2) 10 -
---- ---- ---- --
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ......................... $ 8 $ (6) $ 0 $0
==== ==== ==== ==
89
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2001
(In Millions $)
Jersey Metropolitan Pennsylvania
Central Edison Electric Advanced
Power & Light Consolidated Consolidated Resources
------------- ------------ ------------ ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ 29 $ 15 $ 11 $0
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization ....... 35 9 9 -
Nuclear fuel and lease amortization ............... - - - -
Other amortization, net ........................... 2 - - -
Deferred costs recoverable as regulatory assets ... (26) 1 (7) -
Undistributed subsidiary earnings ................. - - - -
Deferred income taxes, net ........................ 6 1 (23) -
Investment tax credits, net ....................... (1) - - -
Cumulative effect of accounting change ............ - - - -
Receivables ....................................... 7 10 (27) -
Materials and supplies ............................ - - - -
Accounts payable .................................. (5) (4) (19) -
Other ............................................. 21 8 42 -
---- ---- ---- --
Net cash provided from operating activities .... 68 40 (14) -
---- ---- ---- --
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Preferred stock ................................... - - - -
Long-term debt .................................... - - - -
Redemptions and repayments-
Common stock ...................................... - - - -
Preferred stock ................................... - - - -
Long-term debt .................................... 40 - - -
Short-term borrowings .............................. 2 26 (3) -
Dividend payments
Common stock ...................................... - - - -
Preferred stock ................................... 1 - - -
---- ---- ---- --
Net cash provided from (used for)
financing activities ........................... (43) (26) 3 -
---- ---- ---- --
CASH FLOWS FROM INVESTING ACTIVITIES:
GPU acquisition, net of cash ......................... - - - -
Property additions ................................... 21 8 10 -
Cash investments ..................................... - - - -
Other ................................................ 1 - (29) -
Net cash used for investing activities ......... 22 8 (19) -
---- ---- ---- --
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ......................... $ 3 $ 6 $ 8 $0
==== ==== ==== ==
90
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2001
(In Millions $)
GPU Diversified MYR GPU
Capital Holdings Corp Power
------- ---------- ---- -----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ (4) $0 $ 3 $ 2
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization ....... - - 1 1
Nuclear fuel and lease amortization ............... - - - -
Other amortization, net ........................... - - - -
Deferred costs recoverable as regulatory assets ... - - - -
Undistributed subsidiary earnings ................. - - - -
Deferred income taxes, net ........................ - - - -
Investment tax credits, net ....................... - - - -
Cumulative effect of accounting change ............ - - - -
Receivables ....................................... 52 - 3 (1)
Materials and supplies ............................ 1 - - -
Accounts payable .................................. 17 - (1) 1
Other ............................................. (26) - (2) 1
--- -- --- ---
Net cash provided from operating activities .... 40 - 4 4
--- -- --- ---
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Preferred stock ................................... - - - -
Long-term debt .................................... - - - -
Redemptions and repayments-
Common stock ...................................... - - - -
Preferred stock ................................... - - - -
Long-term debt .................................... 1 - - -
Short-term borrowings .............................. 140 - - -
Dividend payments
Common stock ...................................... - - - -
Preferred stock ................................... - - - -
..................................................... ---- -- --- ---
Net cash provided from (used for)
financing activities ........................... (141) - - -
---- -- --- ---
CASH FLOWS FROM INVESTING ACTIVITIES:
GPU acquisition, net of cash ......................... - - - -
Property additions ................................... - - 3 -
Cash investments ..................................... - - - -
Other ................................................ (82) - - -
Net cash used for investing activities ......... (82) - 3 -
---- --- ---
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ......................... $(19) $0 $ 1 $ 4
==== == === ===
91
FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2001
(In Millions $)
GPU FirstEnergy
Telecom GPU Corp.
Company Service Eliminations Consolidated
--------------- ------- ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ (1) $ 0 $ (729) $ 647
Adjustments to reconcile net income
to net cash from operating activities:
Provision for depreciation and amortization ....... - 1 (1) 890
Nuclear fuel and lease amortization ............... - - - 98
Other amortization, net ........................... - - - (12)
Deferred costs recoverable as regulatory assets ... - - - (32)
Undistributed subsidiary earnings ................. - - 232 -
Deferred income taxes, net ........................ - 19 (19) 32
Investment tax credits, net ....................... - - - (23)
Cumulative effect of accounting change ............ - - - 14
Receivables ....................................... (2) 71 1,215 53
Materials and supplies ............................ (7) (1) - (50)
Accounts payable .................................. (5) (14) (1,111) (84)
Other ............................................. 15 (49) (47) (251)
----- ---- ------ -----
Net cash provided from operating activities .... - 27 (460) 1,282
----- ---- ------ -----
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Preferred stock ................................... - - - 97
Long-term debt .................................... - - - 4,338
Redemptions and repayments-
Common stock ...................................... - - (3) 15
Preferred stock ................................... - - - 85
Long-term debt .................................... - - - 394
Short-term borrowings .............................. - - 1,980 1,642
Dividend payments
Common stock ...................................... - - (444) 335
Preferred stock ................................... - - (56) -
----- ---- ------ -----
Net cash provided from (used for
fiinancing activities ........................... - - (1,477) 1,964
----- ---- ------ -----
CASH FLOWS FROM INVESTING ACTIVITIES:
GPU acquisition, net of cash ......................... - - - 2,013
Property additions ................................... (2) - (1) 853
Cash investments ..................................... - - - (25)
Other ................................................ - - (1,868) 234
Net cash used for investing activities ......... (2) - (1,869) 3,075
----- ---- ------ -----
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ......................... $ 2 $ 27 $ (68) $ 171
===== ==== ====== =====
92
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 for 2001 (File No.
333-21011)
Ohio Edison Company - Annual Report on Form 10-K for 2001 (File No.1-2578)
The Cleveland Electric Illuminating Company - Annual Report on Form 10-K
for 2001 (File No. 1-2323)
The Toledo Edison Company - Annual Report on Form 10-K for 2001 (File No.
1-3583) Pennsylvania Power Company - Annual Report on Form 10-K for 2001
(File No. 1-3491)
Jersey Central Power & Light Company - Annual Report on Form 10-K for 2001
(File No. 1-3141)
Metropolitan Edison Company - Annual Report on Form 10-K for 2001 (File
No.1-446)
Pennsylvania Electric Company - Annual Report on Form 10-K for 2001 (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 to FirstEnergy's Annual Report on Form 10-K for
2001. (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 to FirstEnergy's Annual Report on Form 10-K for 2001.
(File No. 333-21011)
American Transmissions Systems, Inc. (ATSI)
Centerior Indemnity Trust
Centerior Service Company
FE Acquisition Corp.
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
93
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
FirstEnergy Service Company
FirstEnergy Solutions Corp. (FES)
FirstEnergy Ventures 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 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-9 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-10 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-11 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-12 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-13 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-14 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.
94
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
GPU Advanced Resources, GPU Telcom, GPUS, GPUN, GPU Diversified Holdings
--------------------------------------------------------------------------
and GPU Enertech Holdings
-------------------------
B-15 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-16 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-17 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-18 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.
B-19 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-20 Agreement and Plan of Merger, dated August 8, 2000 between FirstEnergy
Corp. and GPU, Inc. - incorporated by reference to Exhibit (c)1, August
11, 2000 Current Report on Form 8-K SEC File No. 1-6047.
B-21 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-22 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-23 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-24 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.
95
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Ohio Edison Company (OE)
------------------------
B-25 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-26 Amended Articles of Incorporation, Effective June 21, 1994, constituting
OE's Articles of Incorporation. (1994 Form 10-K, Exhibit 3-1.)
B-27 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-28 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-29 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-30 Amended Articles of Incorporation of CEI, as amended, effective May 28,
1993 (Exhibit 3a, 1993 Form 10-K, File No. 1-2323).
B-31 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-32 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-33 Amended Articles of Incorporation of TE, as amended effective October 2,
1992 (Exhibit 3a, 1992 Form 10-K, File No. 1-3583).
B-34 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.
96
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
B-35 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-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), Certificate Pursuant to Rule 24, File No. 70-7949.
B-37 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-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 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-40 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-41 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-42 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-43 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-44 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.
B-45 By-Laws 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.
97
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
B-46 Certificate of Incorporation of JCP&L Transition, 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.
B-47 By-Laws of JCP&L Transition, 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.
B-48 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-49 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-50 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-51 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-52 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-53 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-54 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-55 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.
98
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
B-56 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-57 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-58 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-59 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-60 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-61 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-62 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-63 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-64 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-65 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.
99
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
B-66 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-67 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-68 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-69 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-70 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-71 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-72 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-73 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-74 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-75 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-76 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.
100
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
B-77 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-78 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-79 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-80 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-81 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-82 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-83 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-84 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.
101
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-85 Certificate of Incorporation of Bermuda Hundred Energy, Inc., dated as of
July 25, 1989 - incorporated by reference to Exhibit B-12 to GPU, Inc.'s
Annual Report on Form U5S for the year 1989, File No. 30-126
B-86 Certificate of Amendment to Certificate of Incorporation of Bermuda
Hundred Energy, Inc., dated as of March 16, 1993 - incorporated by
reference to Exhibit B-12-1 to GPU, Inc.'s Annual Report on Form U5S for
the year 1992, File No. 30-126.
B-87 Certificate of Amendment of the Certificate of Incorporation of Bermuda
Hundred Energy, Inc., dated as of March 16, 1993 to change the name of the
corporation to Hanover Energy Corporation - incorporated by reference to
Exhibit B-14 to GPU, Inc.'s Annual Report on Form U5S for the year 1993,
File No. 30-126.
B-88 Certificate of Incorporation of Austin Cogeneration Corporation, dated as
of January 27, 1995 - incorporated by reference to Exhibit B-79 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-89 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-90 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-91 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-92 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-93 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.
102
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-94 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-95 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-96 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-97 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.
B-98 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-99 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-100 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-101 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-102 Certificate of Incorporation of Victoria Electric, Inc., dated as of
October 18, 1995 - incorporated by reference to Exhibit B-90 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
103
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-103 Certificate of Incorporation of Victoria Electric Holdings, Inc., dated as
of June 17, 1996 - incorporated by reference to Exhibit B-102 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-104 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-105 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-106 Memorandum and Articles of Association of Avon Energy Partners plc, dated
as of April 29, 1996 - incorporated by reference to Exhibit B-105 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-107 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-108 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-109 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.
B-110 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-111 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.
104
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-112 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-113 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-114 Amended By-Laws of Hanover Energy Corporation (formerly Bermuda Hundred
Energy, Inc.), dated as of March 16, 1993 - incorporated by reference to
Exhibit B-32 to GPU, Inc.'s Annual Report on Form U5S for the year 1992,
File No. 30-126.
B-115 By-Laws of Austin Cogeneration Corporation, adopted as of January 27, 1995
- incorporated by reference to Exhibit B-123 to GPU, Inc.'s Annual Report
on Form U5S for the year 1995, File No. 30-126.
B-116 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-117 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-118 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-119 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-120 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.
105
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-121 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-122 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-123 By-Laws of Victoria Electric, Inc., adopted as of October 20, 1995 -
incorporated by reference to Exhibit B-131 to GPU, Inc.'s Annual Report on
Form U5S for the year 1995, File No. 30-126.
B-124 By-Laws of Victoria Electric Holdings, Inc., adopted as of June 17, 1996 -
incorporated by reference to Exhibit B-149 to GPU Inc.'s Annual Report on
Form U5S for the year 1996, File No. 30-126.
B-125 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-126 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-127 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-128 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-129 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.
106
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-130 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-131 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.
B-132 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-133 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-134 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-135 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-136 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-137 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.
107
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-138 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-139 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.
B-140 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-141 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-142 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-143 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-144 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-145 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-146 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.
108
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-147 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-148 Certificate of Incorporation of GPU Power Ireland, Inc., dated October 14,
1997 - incorporated by reference to Exhibit B-199 to GPU, Inc.'s Annual
Report on Form U5S for the year 1997, File No. 30-126.
B-149 By-Laws of GPU Power Ireland, Inc. adopted as of October 14, 1997 -
incorporated by reference to Exhibit B-200 to GPU, Inc.'s Annual Report on
Form U5S for the year 1997, File No. 30-126.
B-150 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.
B-151 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-152 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-153 Articles of Association of GPU do Brasil Ltda., dated March 10, 1998 -
incorporated by reference to Exhibit B-200 to GPU, Inc.'s Annual Report on
Form U5S for the year 1999, File No. 30-126.
B-154 By-Laws of GPU Sao Paulo S.A. adopted as of March 10, 1998 - incorporated
by reference to Exhibit B-201 to GPU, Inc.'s Annual Report on Form U5S for
the year 1999, File No. 30-126.
B-155 Memorandum and Articles of Association of GPU GasNet Pty Ltd. dated as of
June 16, 1998 - incorporated by reference to Exhibit B-202 to GPU, Inc.'s
Annual Report on Form U5S for the year 1999, File No. 30-126.
B-156 Memorandum and Articles of Association of GPU GasNet Trading Pty Ltd.
dated as of June 16, 1998 - incorporated by reference to Exhibit B-203 to
GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.
119
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-157 Certificate of Incorporation of GPU Brasil, Inc., dated February 25, 1998
- 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-158 By-Laws of GPU Brasil, Inc., adopted as of February 25, 1998 -
incorporated by reference to Exhibit B-208 to GPU, Inc.'s Annual Report on
Form U5S for the year 1999, File No. 30-126.
B-159 Certificate of Incorporation of GPU International Asia, Inc., dated
January 9, 1997 - incorporated by reference to Exhibit B-209 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.
B-160 By-Laws of GPU International Asia, Inc., adopted as of January 10, 1997 -
incorporated by reference to Exhibit B-210 to GPU, Inc.'s Annual Report on
Form U5S for the year 1999, File No. 30-126..
B-161 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-162 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-163 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-164 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-165 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-166 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.
110
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPU Electric & GPU Power
------------------------
B-167 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-168 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
B-169 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-170 By-Laws of VicGas Holdings, Inc. - incorporated by reference to Exhibit
B-208 to GPU, Inc.'s Annual Report on Form U5S for the year 1999, File No.
30-126
B-171 Certificate of Incorporation of VicGas Holdings, Inc. - incorporated by
reference to Exhibit B-209 to GPU, Inc.'s Annual Report on Form U5S for
the year 1999, File No. 30-126
B-172 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
B-173 Certificate of Registration on Change of Name of Transmission Pipelines
Australia (Assets) Pty Limited, dated November 3, 1997 - 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-174 Constitution of Transmission Pipelines Australia (Assets) Pty Limited
dated, June 1999 - incorporated by reference to Exhibit B-212 to GPU,
Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126
MYR Group
---------
B-175 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-176 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.
111
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
MYR Group
---------
B-177 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-178 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-179 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-180 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-181 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.
B-182 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-183 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-184 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-185 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-186 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.
112
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
MYR Group
---------
B-187 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-188 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-189 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-190 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-191 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.
B-192 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-193 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-194 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-195 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-196 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.
113
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
MYR Group
---------
B-197 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-198 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-199 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-200 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-201 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.
B-202 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-203 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-204 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-205 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.
114
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
MYR Group
---------
B-206 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 Corp.
----------------
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.
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.
115
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
FirstEnergy Corp.
----------------
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.
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.
116
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
FirstEnergy Corp.
----------------
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.
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.
GPUS & GPUN
-----------
C-27 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-28 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-29 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-30 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.
117
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS & GPUN
-----------
C-31 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.
C-32 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-33 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-34 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-35 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-36 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-37 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-38 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-39 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-40 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.
118
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS & GPUN
-----------
C-41 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.
C-42 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-43 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-44 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-45 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-46 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-47 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-48 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-49 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.
119
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS & GPUN
-----------
C-50 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.
C-51 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-52 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-53 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-54 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-55 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-56 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-57 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)
120
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
Dated as of File Reference Exhibit No.
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)
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)
121
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-58 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-59 Administration Agreement between the CAPCO Group dated as of September 14,
1967. (Registration No. 2-43102, Exhibit 5(c)(2)
C-60 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-61 Transmission Facilities Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3).)
C-62 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-63 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-64 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-65 CAPCO Basic Operating Agreement, as amended September 1, 1980.
(Registration No. 2-68906, Exhibit 10-5.)
122
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-66 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-67 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-68 Basic Operating Agreement between the CAPCO Companies as amended October
1, 1991. (1991 Form 10-K, Exhibit 10-8.)
C-69 Basic Operating Agreement between the CAPCO Companies as amended January
1, 1993. (1993 Form 10-K, Exhibit 10-11.)
C-70 Memorandum of Agreement effective as of September 1, 1980 among the CAPCO
Group. (1982 Form 10-K, Exhibit 19-2.)
C-71 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-72 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-73 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-74 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-75 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-76 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-77 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.)
123
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-78 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-79 Memorandum of Understanding dated March 31, 1985 among the CAPCO
Companies. (1985 Form 10-K, Exhibit 10-35.)
C-80 Ohio Edison System Executive Supplemental Life Insurance Plan. (1995 Form
10-K, Exhibit 10-44.)
C-81 Ohio Edison System Executive Incentive Compensation Plan. (1995 Form 10-K,
Exhibit 10-45.)
C-82 Ohio Edison System Restated and Amended Executive Deferred Compensation
Plan. (1995 Form 10-K, Exhibit 10-46.)
C-83 Ohio Edison System Restated and Amended Supplemental Executive Retirement
Plan. (1995 Form 10-K, Exhibit 10-47.)
C-84 Severance pay agreement between Ohio Edison Company and W. R. Holland.
(1995 Form 10-K, Exhibit 10-48.)
C-85 Severance pay agreement between Ohio Edison Company and H. P. Burg. (1995
Form 10-K, Exhibit 10-49.)
C-86 Severance pay agreement between Ohio Edison Company and A. J. Alexander.
(1995 Form 10-K, Exhibit 10-50.)
C-87 Severance pay agreement between Ohio Edison Company and J. A. Gill. (1995
Form 10K, Exhibit 10-51.)
C-88 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-89 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.)
124
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-90 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-91 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-92 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-93 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-94 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-95 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-96 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.)
125
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-97 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-98 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-99 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-100 (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-101 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-102 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-103 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-104 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-105 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.)
126
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-106 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-107 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-108 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-109 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-110 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-111 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-112 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-113 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-114 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-115 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.)
127
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-116 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-117 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-118 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-119 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-120 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-121 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.)
128
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-122 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-123 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-124 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-125 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-126 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-127 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-128 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-129 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-130 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.)
129
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-131 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-132 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-133 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-134 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-135 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-136 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-137 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-138 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-139 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.)
130
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-140 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-141 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-142 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-143 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-144 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-145 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-146 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-147 Guarantee Agreement entered into by Ohio Edison Company dated as of
January 17, 1991. (1990 Form 10-K, Exhibit 10-64.)
C-148 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.)
131
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-149 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-150 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-151 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-152 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-153 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-154 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-155 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-156 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.)
132
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-157 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-158 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-159 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-160 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-161 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-162 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-163 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-164 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.)
133
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-165 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-166 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-167 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-168 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-169 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-170 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-171 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-172 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-173 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.)
134
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-174 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-175 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-176 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-177 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-178 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-179 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-180 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.)
135
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-181 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-182 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-183 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-184 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-185 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-186 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-187 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-188 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-189 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.)
136
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-190 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-191 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-192 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-193 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-194 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-195 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-196 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-197 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-198 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-199 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-200 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.)
137
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
OE
--
C-201 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-202 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-203 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-204 Supplemental Indenture dated as of September 1, 1995, between Penn and
Citibank, N.A., as Trustee. (1995 Form 10-K, Exhibit 4-2.)
C-205 Supplemental Indenture dated as of June 1, 1997, between Penn and
Citibank, N.A., as Trustee. (1997 Form 10-K, Exhibit 4-3.)
138
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penn
----
C-206 Supplemental Indenture dated as of June 1, 1998, between Penn and
Citibank, N. A., as Trustee. (1998 Form 10-K, Exhibit 4-4.)
C-207 Supplemental Indenture dated as of September 29, 1999, between Penn and
Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-5.)
C-208 Supplemental Indenture dated as of November 15, 1999, between Penn and
Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-6.)
C-209 Supplemental Indenture dated as of June 1, 2001. (2001 Form 10-K, Exhibit
4-7.)
C-210 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-211 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-212 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-213 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-214 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-215 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-216 CAPCO Basic Operating Agreement, as amended September 1, 1980.
(Registration Statement No. 2-68906, as Exhibit 10-5.)
C-217 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.)
139
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penn
----
C-218 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-219 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-220 Basic Operating Agreement between the CAPCO Companies as amended January
1, 1993. (1993 Form 10-K, Exhibit 10-11, Ohio Edison.)
C-221 Memorandum of Agreement effective as of September 1, 1980, among the CAPCO
Group. (1991 Form 10-K, Exhibit 19-2, Ohio Edison Company.)
C-222 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-223 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-224 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-225 Ohio Edison System Executive Supplemental Life Insurance Plan. (1995 Form
10-K, Exhibit 10-44, File No. 1-2578, Ohio Edison Company.)
C-226 Ohio Edison System Executive Incentive Compensation Plan. (1995 Form 10-K,
Exhibit 10-45, File No. 1-2578, Ohio Edison Company.)
C-227 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-228 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-229 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.)
140
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penn
----
C-230 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-231 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-232 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-233 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-234 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-235 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-236 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-237 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-238 Rights Agreement (Exhibit 4, June 25, 1996 Form 8-K, File Nos. 1-9130,
1-2323 and 1-3583).
141
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-239 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-240 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-241 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-242 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-243 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-244 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-245 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-246 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).
142
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-247 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-248 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-249 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-250 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-251 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-252 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-253 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-254 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-255 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).
143
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-256 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-257 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-258 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-259 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-260 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-261 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-262 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-263 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).
144
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-264 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-265 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-266 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-267 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-268 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-269 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-270 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).
145
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-271 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-272 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-273 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-274 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-275 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-276 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-277 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).
146
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
CEI and TE
----------
C-278 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-279 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-280 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-281 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-282 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-283 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-284 Centerior Energy Corporation Equity Compensation Plan (Exhibit 99,
Form S-8, File No. 33-59635).
CEI
---
C-285 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)
147
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)
148
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 10-Q, 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, 4(a)d by
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)
149
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)
C-286 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-287 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-288 Administration Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2).)
C-289 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-290 Transmission Facilities Agreement between the CAPCO Group dated as of
September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3).)
C-291 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-292 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-293 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)
August 1, 1967 Form 10-K, 2-26908 2(c)
150
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
TE
--
Dated as of File Reference Exhibit No.
----------- -------------- -----------
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
151
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-294 Indenture, dated as of March 1, 1946, with United States Trust Company of
New York, Successor Trustee, - incorporated by reference to JCP&L's
Instruments of Indebtedness No. 1 filed as part of Amendment No. 1 to GPU,
Inc.'s Annual Report on Form U5S for the year 1959, File Nos. 30-126 and
1-3292.
C-295 First Supplemental Indenture, dated as of December 1, 1948 - incorporated
by reference to JCP&L's Instruments of Indebtedness No. 2 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-296 Second Supplemental Indenture, dated as of April 1, 1953 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 3 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-297 Third Supplemental Indenture, dated as of June 1, 1954 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 4 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-298 Fourth Supplemental Indenture, dated as of May 1, 1955 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 5 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-299 Fifth Supplemental Indenture, dated as of August 1, 1956 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 6 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-300 Sixth Supplemental Indenture, dated as of July 1, 1957 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 7 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-301 Seventh Supplemental Indenture, dated as of July 1, 1959 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 9 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
152
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-302 Eighth Supplemental Indenture, dated as of June 1, 1960 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 10 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-303 Ninth Supplemental Indenture, dated as of November 1, 1962 - incorporated
by reference to Exhibit 2-C, Registration No. 2-20732.
C-304 Tenth Supplemental Indenture, dated as of October 1, 1963 - incorporated
by reference to Exhibit 2-C, Registration No. 2-21645.
C-305 Eleventh Supplemental Indenture, dated as of October 1, 1964 -
incorporated by reference to Exhibit 5-A-3, Registration No. 2-59785.
C-306 Twelfth Supplemental Indenture, dated as of November 1, 1965 -
incorporated by reference to Exhibit 5-A-4, Registration No. 2-59785.
C-307 Thirteenth Supplemental Indenture, dated as of August 1, 1966 -
incorporated by reference to Exhibit 4-C, Registration No. 2-25124.
C-308 Fourteenth Supplemental Indenture, dated as of September 1, 1967 -
incorporated by reference to Exhibit 5-A-6, Registration No. 2-59785.
C-309 Fifteenth Supplemental Indenture, dated as of October 1, 1968 -
incorporated by reference to Exhibit 5-A-7, Registration No. 2-59785.
C-310 Sixteenth Supplemental Indenture, dated as of October 1, 1969 -
incorporated by reference to Exhibit 5-A-8, Registration No. 2-59785.
C-311 Seventeenth Supplemental Indenture, dated as of June 1, 1970 -
incorporated by reference to Exhibit 5-A-9, Registration No. 2-59785.
C-312 Eighteenth Supplemental Indenture, dated as of December 1, 1970 -
incorporated by reference to Exhibit 5-A-10, Registration No. 2-59785.
C-313 Nineteenth Supplemental Indenture, dated as of February 1, 1971 -
incorporated by reference to Exhibit 5-A-11, Registration No. 2-59785.
153
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-314 Twentieth Supplemental Indenture, dated as of November 1, 1971 -
incorporated by reference to Exhibit 5-A-12, Registration No. 2-59875.
C-315 Twenty-first Supplemental Indenture, dated as of August 1, 1972 -
incorporated by reference to Exhibit 5-A-13, Registration No. 2-59785.
C-316 Twenty-second Supplemental Indenture, dated as of August 1, 1973 -
incorporated by reference to Exhibit 5-A-14, Registration No. 2-59785.
C-317 Twenty-third Supplemental Indenture, dated as of October 1, 1973 -
incorporated by reference to Exhibit 5-A-15, Registration No. 2-59785.
C-318 Twenty-fourth Supplemental Indenture, dated as of December 1, 1973 -
incorporated by reference to Exhibit 5-A-16, Registration No. 2-59785.
C-319 Twenty-fifth Supplemental Indenture, dated as of November 1, 1974 -
incorporated by reference to Exhibit 5-A-17, Registration No. 2-59785.
C-320 Twenty-sixth Supplemental Indenture, dated as of March 1, 1975 -
incorporated by reference to Exhibit 5-A-18, Registration No. 2-59785.
C-321 Twenty-seventh Supplemental Indenture, dated as of July 1, 1975 -
incorporated by reference to Exhibit 5-A-19, Registration No. 2-59785.
C-322 Twenty-eighth Supplemental Indenture, dated as of October 1, 1975 -
incorporated by reference to Exhibit 5-A-20, Registration No. 2-59785.
C-323 Twenty-ninth Supplemental Indenture, dated as of February 1, 1976 -
incorporated by reference to Exhibit 5-A-21, Registration No. 2-59785.
C-324 Supplemental Indenture No. 29A, dated as of May 31, 1976 - incorporated by
reference to Exhibit 5-A-22, Registration No. 2-59785.
C-325 Thirtieth Supplemental Indenture, dated as of June 1, 1976 - incorporated
by reference to Exhibit 5-A-23, Registration No. 2-59785.
154
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-326 Thirty-first Supplemental Indenture, dated as of May 1, 1977 -
incorporated by reference to Exhibit 5-A-24, Registration No. 2-59785.
C-327 Thirty-second Supplemental Indenture, dated as of January 20, 1978 -
incorporated by reference to Exhibit 5-A-25, Registration No. 2-60438.
C-328 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-329 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-330 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-331 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-332 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-333 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-334 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-335 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-336 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.
C-334 Forty-third Supplemental Indenture, dated as of March 1, 1991
-incorporated by reference to Exhibit 4-A-35, Registration No. 33-45314.
155
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-338 Forty-fourth Supplemental Indenture, dated as of March 1, 1992 -
incorporated by reference to Exhibit 4-A-36, Registration No. 33-49405.
C-339 Forty-fifth Supplemental Indenture, dated as of October 1, 1992 -
incorporated by reference to Exhibit 4-A-37, Registration No. 33-49405.
C-340 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-341 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-342 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-343 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-344 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-345 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-346 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-347 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-348 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.
C-349 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.
156
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
JCP&L
-----
C-350 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-351 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-352 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-353 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.
Met-Ed
------
C-354 Indenture, dated as of November 1, 1944, with United States Trust Company
of New York, Successor Trustee, - incorporated by reference to Met-Ed's
Instruments of Indebtedness No. 1 filed as part of Amendment No. l to GPU,
Inc.'s Annual Report on Form U5S for the year 1959, File Nos. 30-126 and
1-3292.
C-355 Supplemental Indenture, dated as of February 1, 1947 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 2 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-356 Supplemental Indenture, dated as of May 20, 1947 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 3 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-357 Supplemental Indenture, dated as of September 1, 1947 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 4 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
157
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-358 Supplemental Indenture, dated as of September 1, 1948 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 5 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-359 Supplemental Indenture, dated as of October 4, 1949 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 6 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-360 Supplemental Indenture, dated as of February 1, 1950 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 7 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-361 Supplemental Indenture, dated as of July 19, 1950 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 8 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-362 Supplemental Indenture, dated as of December 1, 1950 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 9 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-363 Supplemental Indenture, dated as of March 1, 1952 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 10 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-364 Supplemental Indenture, dated as of May 1, 1953 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 11 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-365 Supplemental Indenture, dated as of July 1, 1954 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 12 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
158
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-366 Supplemental Indenture, dated as of October 1, 1954 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 13 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-367 Supplemental Indenture, dated as of June 1, 1957 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 14 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-368 Supplemental Indenture, dated as of May 1, 1960 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 16 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-369 Supplemental Indenture, dated as of December 1, 1962 - incorporated by
reference to Exhibit 2-E(1), Registration No. 2-59678.
C-370 Supplemental Indenture, dated as of March 20, 1964 - incorporated by
reference to Exhibit 2-E(2), Registration No. 2-59678.
C-371 Supplemental Indenture, dated as of July 1, 1965 - incorporated by
reference to Exhibit 2-E(3), Registration No. 2-59678.
C-372 Supplemental Indenture, dated as of June 1, 1966 - incorporated by
reference to Exhibit 2-B-4, Registration No. 2-24883.
C-373 Supplemental Indenture, dated as of March 22, 1968 - incorporated by
reference to Exhibit 4-C-5, Registration No. 2-29644.
C-374 Supplemental Indenture, dated as of September 1, 1968 - incorporated by
reference to Exhibit 2-E(6), Registration No. 2-59678.
C-375 Supplemental Indenture, dated as of August 1, 1969 - incorporated by
reference to Exhibit 2-E(7), Registration No. 2-59678.
C-376 Supplemental Indenture, dated as of November 1, 1971 - incorporated by
reference to Exhibit 2-E(8), Registration No. 2-59678.
C-377 Supplemental Indenture, dated as of May 1, 1972 - incorporated by
reference to Exhibit 2-E(9), Registration No. 2-59678.
159
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-378 Supplemental Indenture, dated as of December 1, 1973 - incorporated by
reference to Exhibit 2-E(10), Registration No. 2-59678.
C-379 Supplemental Indenture, dated as of October 30, 1974 - incorporated by
reference to Exhibit 2-E(11), Registration No. 2-59678.
C-380 Supplemental Indenture, dated as of October 31, 1974 - incorporated by
reference to Exhibit 2-E(12), Registration No. 2-59678.
C-381 Supplemental Indenture, dated as of March 20, 1975 - incorporated by
reference to Exhibit 2-E(13), Registration No. 2-59678.
C-382 Supplemental Indenture, dated as of September 25, 1975 - incorporated by
reference to Exhibit 2-E(15), Registration No. 2-59678.
C-383 Supplemental Indenture, dated as of January 12, 1976 - incorporated by
reference to Exhibit 2-E(16), Registration No. 2-59678.
C-384 Supplemental Indenture, dated as of March 1, 1976 - incorporated by
reference to Exhibit 2-E(17), Registration No. 2-59678.
C-385 Supplemental Indenture, dated as of September 28, 1977 - incorporated by
reference to Exhibit 2-E(18), Registration No. 2-62212.
C-386 Supplemental Indenture, dated as of January 1, 1978 - incorporated by
reference to Exhibit 2-E(19), Registration No. 2-62212.
C-387 Supplemental Indenture, dated as of September 1, 1978 - incorporated by
reference to Exhibit 4-A(19), Registration No. 33-48937.
C-388 Supplemental Indenture, dated as of June 1, 1979 - incorporated by
reference to Exhibit 4-A(20), Registration No. 33-48937.
C-389 Supplemental Indenture, dated as of January l, 1980 - incorporated by
reference to Exhibit 4-A(21), Registration No. 33-48937.
C-390 Supplemental Indenture, dated as of September 1, 1981 - incorporated by
reference to Exhibit 4-A(22), Registration No. 33-48937.
160
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-391 Supplemental Indenture, dated as of September 10, 1981 - incorporated by
reference to Exhibit 4-A(23), Registration No. 33-48937.
C-392 Supplemental Indenture, dated as of December 1, 1982 - incorporated by
reference to Exhibit 4-A(24), Registration No. 33-48937.
C-393 Supplemental Indenture, dated as of September 1, 1983 - incorporated by
reference to Exhibit 4-A(25), Registration No. 33-48937.
C-394 Supplemental Indenture dated as of September 1, 1984 - incorporated by
reference to Exhibit 4-A(26), Registration No. 33-48937.
C-395 Supplemental Indenture, dated as of March 1, 1985 - incorporated by
reference to Exhibit 4-A(27), Registration No. 33-48937.
C-396 Supplemental Indenture, dated as of September l, 1985 - incorporated by
reference to Exhibit 4-A(28), Registration No. 33-48937.
C-397 Supplemental Indenture, dated as of June 1, 1988 - incorporated by
reference to Exhibit 4-A(29), Registration No. 33-48937.
C-398 Supplemental Indenture, dated as of April 1, 1990 - incorporated by
reference to Exhibit 4-A(30), Registration No. 33-48937.
C-399 Amendment, dated as of May 22, 1995, to Supplemental Indenture (dated
April 1, 1990) - incorporated by reference to Exhibit 4-A(31),
Registration No. 33-48937.
C-400 Supplemental Indenture, dated as of September 1, 1992 - incorporated by
reference to Exhibit 4-A(32)(a), Registration No. 33-48937.
C-401 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-402 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-403 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.
161
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Met-Ed
------
C-404 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.
1-4446.
C-405 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-406 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-407 Senior Note Indenture between Met-Ed and United States Trust Company of
New York, dated July 1, 1999.
C-408 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-409 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-410 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-411 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.
Penelec
-------
C-412 Mortgage and Deed of Trust, dated as of January 1, 1942, with United
States Trust Company of New York, Successor Trustee, - incorporated by
reference to Penelec's Instruments of Indebtedness No. 1 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
162
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
C-413 Supplemental Indenture, dated as of March 7, 1942 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 2 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-414 Supplemental Indenture, dated as of April 28, 1943 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 3 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-415 Supplemental Indenture, dated as of August 20, 1943 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 4 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-416 Supplemental Indenture, dated as of August 30, 1943 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 5 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-417 Supplemental Indenture, dated as of August 31, 1943 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 6 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-418 Supplemental Indenture, dated as of April 26, 1944 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 7 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-419 Supplemental Indenture, dated as of April 19, 1945 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 8 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-420 Supplemental Indenture, dated as of October 25, 1945 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 9 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-421 Supplemental Indenture, dated as of June 1, 1946 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 10 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
163
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
C-422 Supplemental Indenture, dated as of November 1, 1949 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 11 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-423 Supplemental Indenture, dated as of October 1, 1951 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 12 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-424 Supplemental Indenture, dated as of August 1, 1952 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 13 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-425 Supplemental Indenture, dated as of June 1, 1953 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 14 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-426 Supplemental Indenture, dated as of March 1, 1954 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 15 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-427 Supplemental Indenture, dated as of April 30, 1956 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 16 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-428 Supplemental Indenture, dated as of May 1, 1956 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 17 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-429 Supplemental Indenture, dated as of March 1, 1958 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 18 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-430 Supplemental Indenture, dated as of August 1, 1959 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 19 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
164
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
C-431 Supplemental Indenture, dated as of May 1, 1960 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 20 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
C-432 Supplemental Indenture, dated as of May 1, 1961 - incorporated by
reference to Exhibit 2-D(1), Registration No. 2-61502.
C-433 Supplemental Indenture, dated as of October 1, 1964 - incorporated by
reference to Exhibit 2-D(2), Registration No. 2-61502.
C-434 Supplemental Indenture, dated as of November 1, 1966 - incorporated by
reference to Exhibit 2-D(3), Registration No. 2-61502.
C-435 Supplemental Indenture, dated as of June 1, 1967 - incorporated by
reference to Exhibit 2-D(4), Registration No. 2-61502.
C-436 Supplemental Indenture, dated as of August 1, 1968 - incorporated by
reference to Exhibit 2-D(5), Registration No. 2-61502.
C-437 Supplemental Indenture, dated as of May 1, 1969 - incorporated by
reference to Exhibit 2-D(6), Registration No. 2-61502.
C-438 Supplemental Indenture, dated as of April 1, 1970 - incorporated by
reference to Exhibit 2-D(7), Registration No. 2-61502.
C-439 Supplemental Indenture, dated as of December 1, 1971 - incorporated by
reference to Exhibit 2-D(8), Registration No. 2-61502.
C-440 Supplemental Indenture, dated as of July 1, 1973 - incorporated by
reference to Exhibit 2-D(9), Registration No. 2-61502.
C-441 Supplemental Indenture, dated as of June 1, 1974 - incorporated by
reference to Exhibit 2-D(10), Registration No. 2-61502.
C-442 Supplemental Indenture, dated as of December 1, 1974 - incorporated by
reference to Exhibit 2-D(11), Registration No. 2-61502.
C-443 Supplemental Indenture, dated as of August 1, 1975 - incorporated by
reference to Exhibit 2-D(12), Registration No. 2-61502.
C-444 Supplemental Indenture, dated as of December 1, 1975 - incorporated by
reference to Exhibit 2-D(13), Registration No. 2-61502.
165
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
C-445 Supplemental Indenture, dated as of April 1, 1976 - incorporated by
reference to Exhibit 2-D(14), Registration No. 2-61502.
C-446 Supplemental Indenture, dated as of June 1, 1976 - incorporated by
reference to Exhibit 2-D(15), Registration No. 2-61502.
C-447 Supplemental Indenture, dated as of July 1, 1976 - incorporated by
reference to Exhibit 2-D(16), Registration No. 2-61502.
C-448 Supplemental Indenture, dated as of November 1, 1976 - incorporated by
reference to Exhibit 2-D(17), Registration No. 2-61502.
C-449 Supplemental Indenture, dated as of November 30, 1977 - incorporated by
reference to Exhibit 2-D(18), Registration No. 2-61502.
C-450 Supplemental Indenture, dated as of December 1, 1977 - incorporated by
reference to Exhibit 2-D(19), Registration No. 2-61502.
C-451 Supplemental Indenture, dated as of June 1, 1978 - incorporated by
reference to Exhibit 4-A(2), Registration No. 33-49669.
C-452 Supplemental Indenture, dated as of June l, 1979 - incorporated by
reference to Exhibit 4-A(3), Registration No. 33-49669.
C-453 Supplemental Indenture, dated as of September 1, 1984 - incorporated by
reference to Exhibit 4-A(4), Registration No. 33-49669.
C-454 Supplemental Indenture, dated as of December 1, 1985 - incorporated by
reference to Exhibit 4-A(5), Registration No. 33-49669.
C-455 Supplemental Indenture, dated as of December 1, 1986, - incorporated by
reference to Exhibit 4-A(6), Registration No. 33-49669.
C-456 Supplemental Indenture, dated as of May 1, 1989 - incorporated by
reference to Exhibit 4-A(7), Registration No. 33-49669.
C-457 Supplemental Indenture, dated as of December 1, 1990 - incorporated by
reference to Exhibit 4-A(8), Registration No. 33-45312.
C-458 Supplemental Indenture, dated as of March 1, 1992 - incorporated by
reference to Exhibit 4-A(9), Registration No. 33-45312.
166
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
Penelec
-------
C-459 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-460 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-461 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-462 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-463 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-464 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-465 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-466 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-467 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.
167
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS
----
C-468 Amendment to the Severance Protection Agreement for Fred D. Hafer, dated
August 8, 2000.
C-469 Amendment to the Special Severance Protection Agreement for Fred D. Hafer,
dated November 7, 2001.
C-470 Special Severance Protection Agreement for Fred D. Hafer, dated October
13, 2001.
C-471 Amendment to the Severance Protection Agreement for Carole B. Snyder,
dated August 8, 2000.
C-472 Amendment to the Special Severance Protection Agreement for Carole B.
Snyder, dated November 7, 2001.
C-473 Special Severance Protection Agreement for Carole B. Snyder, dated October
13, 2001.
C-474 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-475 Amendment to the Severance Protection Agreement for Ira H. Jolles, dated
August 8, 2000.
C-476 Amendment to the Special Severance Protection Agreement for Ira H. Jolles,
dated November 7, 2001.
C-477 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-478 Amendment to the Severance Protection Agreement for Bruce L. Levy, dated
August 8, 2000.
C-479 Amendment to the Special Severance Protection Agreement for Bruce L. Levy,
dated November 7, 2001.
C-480 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.
168
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
--------
GPUS
----
C-481 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-482 Amendment to the Severance Protection Agreement for Michael J. Chesser,
dated August 8, 2000.
C-483 Special Severance Protection Agreement for Robert F. Saunders, dated
October 13, 2001.
C-484 Special Severance Protection Agreement for Leila L. Vespoli, dated October
13, 2001.
169
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 Annual Report to the SEC on Form U-13-60 for 2001.
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.
E-5 GPU System Accounting Policy regarding Company Credit Card Agreements,
dated April 20, 1993 - incorporated by reference to Exhibit E-3 to GPU,
Inc.'s Annual Report on Form U5S for the year 1992, File No. 30-126.
170
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 Jersey Central Power & Light Company
for 2001.
Consolidating Financial Statements of Metropolitan Edison Company for
2001.
Consolidating Financial Statements of Pennsylvania Electric Company for
2001.
Consolidating Financial Statements of Ohio Edison Company for 2001.
Consolidating Financial Statements of Cleveland Electric Illuminating
Company for 2001.
Consolidating Financial Statements of Toledo Edison Company for 2001.
H-1 Organizational chart showing the relationship of GPU Power, Inc. to each
exempt wholesale generator (EWG) in which it holds an interest.
H-2 Organizational chart showing the relationship of GPU Capital, Inc. to each
foreign utility company (FUCO) in which it holds an interest.
171
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Schedules Supporting Items of This Report
-----------------------------------------
I-1 Financial Statements of EI Services Canada, Ltd. for 2001 - filed pursuant
to request for confidential treatment.
Consolidating Financial Statements of GPU Power, Inc. for 2001 - filed
pursuant to request for confidential treatment.
Financial Statements of Los Amigos Leasing Company, Ltd. for 2001 - filed
pursuant to request for confidential treatment.
Financial Statements of Termobarranquilla S.A. for 2001 - filed pursuant
to request for confidential treatment.
Consolidating Financial Statements of GPU Capital, Inc. for 2001 - filed
pursuant to request for confidential treatment.
Consolidating Financial Statements of GPU Electric, Inc. for 2001 - filed
pursuant to request for confidential treatment.
Consolidating Financial Statements of EI UK Holdings, Inc. for 2001 -
filed pursuant to request for confidential treatment.
Consolidating Financial Statements for MYR Group Inc. for 2001 - filed
pursuant to request for confidential treatment.
Consolidating Financial Statements of FirstEnergy Solutions Corp. for 2001
- filed pursuant to request for confidential treatment.
Consolidating Financial Statements of MARBEL Energy Corporation for 2001 -
incorporated by reference to FirstEnergy's U3A2 filed on February 28,
2002.
Consolidating Financial Statements of FirstEnergy Facilities Services
Group, LLC for 2001 - filed pursuant to request for confidential
treatment.
Consolidating Financial Statements of FirstEnergy Ventures Corp. for 2001
- filed pursuant to request for confidential treatment.
Consolidating Financial Statements of FirstEnergy Properties, Inc. for
2001 - filed pursuant to request for confidential treatment.
172
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 1, 2002
By /s/ Harvey L. Wagner
-------------------------------------------
Harvey L. Wagner
Vice President and Controller
(principal accounting officer)
173