For
the transition period from
|
to
|
Commission
|
Registrant;
State of Incorporation;
|
I.R.S.
Employer
|
File
Number
|
Address; and Telephone
Number
|
Identification
No.
|
1-2578
|
OHIO
EDISON COMPANY
|
34-0437786
|
(An
Ohio Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone (800)736-3402
|
||
1-2323
|
THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY
|
34-0150020
|
(An
Ohio Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone (800)736-3402
|
||
1-3583
|
THE
TOLEDO EDISON COMPANY
|
34-4375005
|
(An
Ohio Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone (800)736-3402
|
||
1-3522
|
PENNSYLVANIA
ELECTRIC COMPANY
|
25-0718085
|
(A
Pennsylvania Corporation)
|
||
c/o
FirstEnergy Corp.
|
||
76
South Main Street
|
||
Akron,
OH 44308
|
||
Telephone (800)736-3402
|
Yes (X) No ( )
|
Ohio Edison
Company and Pennsylvania Electric Company
|
Yes ( ) No (X)
|
The Cleveland
Electric Illuminating Company and The Toledo Edison
Company
|
Large
Accelerated Filer
( )
|
N/A
|
Accelerated
Filer
( )
|
N/A
|
Non-accelerated
Filer (Do not check if a smaller reporting company)
(X)
|
Ohio Edison
Company, The Cleveland Electric Illuminating Company, The Toledo Edison
Company and Pennsylvania Electric
Company
|
Smaller
Reporting Company
( )
|
N/A
|
Yes ( )
No (X)
|
Ohio Edison
Company, The Cleveland Electric Illuminating Company, The Toledo Edison
Company and Pennsylvania Electric
Company
|
OUTSTANDING
|
|
CLASS
|
AS
OF MAY 8, 2008
|
Ohio Edison
Company, no par value
|
60
|
The Cleveland
Electric Illuminating Company, no par value
|
67,930,743
|
The Toledo
Edison Company, $5 par value
|
29,402,054
|
Pennsylvania
Electric Company, $20 par value
|
4,427,577
|
·
|
the speed and
nature of increased competition in the electric utility industry and
legislative and regulatory changes affecting how generation rates will be
determined following the expiration of existing rate plans in Ohio and
Pennsylvania,
|
·
|
the impact of
the PUCO’s rulemaking process on the Ohio Companies’ ESP and MRO
filings,
|
·
|
economic or
weather conditions affecting future sales and
margins,
|
·
|
changes in
markets for energy services,
|
·
|
changing
energy and commodity market prices and
availability,
|
·
|
replacement
power costs being higher than anticipated or inadequately
hedged,
|
·
|
the continued
ability of FirstEnergy’s regulated utilities to collect transition and
other charges or to recover increased transmission
costs,
|
·
|
maintenance
costs being higher than
anticipated,
|
·
|
other
legislative and regulatory changes, revised environmental requirements,
including possible GHG emission
regulations,
|
·
|
the impact of
the U.S. Court of Appeals’ July 11, 2008 decision to vacate the CAIR
rules and the scope of any laws, rules or regulations that may ultimately
take their place,
|
·
|
the
uncertainty of the timing and amounts of the capital expenditures needed
to, among other things, implement the Air Quality Compliance Plan
(including that such amounts could be higher than anticipated) or levels
of emission reductions related to the Consent Decree resolving the NSR
litigation or other potential regulatory
initiatives,
|
·
|
adverse
regulatory or legal decisions and outcomes (including, but not limited to,
the revocation of necessary licenses or operating permits and oversight)
by the NRC (including, but not limited to, the Demand for Information
issued to FENOC on May 14,
2007),
|
·
|
the timing and
outcome of various proceedings before the PUCO (including, but not limited
to, the ESP and MRO proceedings as well as the distribution rate cases and
the generation supply plan filing for the Ohio Companies and the
successful resolution of the issues remanded to the PUCO by the Ohio
Supreme Court regarding the RSP and RCP, including the recovery of
deferred fuel costs),
|
·
|
Met-Ed’s and
Penelec’s transmission service charge filings with the PPUC as well as the
resolution of the Petitions for Review filed with the Commonwealth Court
of Pennsylvania with respect to the transition rate plan for Met-Ed and
Penelec,
|
·
|
the continuing
availability of generating units and their ability to operate at or near
full capacity,
|
·
|
the ability to
comply with applicable state and federal reliability
standards,
|
·
|
the ability to
accomplish or realize anticipated benefits from strategic goals (including
employee workforce initiatives),
|
·
|
the ability to
improve electric commodity margins and to experience growth in the
distribution business,
|
·
|
the changing
market conditions that could affect the value of assets held in the
registrants’ nuclear decommissioning trusts, pension trusts and other
trust funds, and cause FirstEnergy to make additional contributions
sooner, or in an amount that is larger than currently
anticipated,
|
·
|
the ability to
access the public securities and other capital and credit markets in
accordance with FirstEnergy’s financing plan and the cost of such
capital,
|
·
|
changes in
general economic conditions affecting the
registrants,
|
·
|
the state of
the capital and credit markets affecting the registrants,
and
|
·
|
the risks and
other factors discussed from time to time in the registrants’ SEC filings,
and other similar factors.
|
Pages
|
||
Glossary of Terms
|
ii-iv
|
|
Part
I. Financial Information
|
||
Item 1. Financial
Statements.
|
1
|
|
Ohio Edison
Company
|
||
Report of
Independent Registered Public Accounting Firm
|
2
|
|
Consolidated
Statements of Income and Comprehensive Income
|
3
|
|
Consolidated
Balance Sheets
|
4
|
|
Consolidated
Statements of Cash Flows
|
5
|
|
The Cleveland Electric
Illuminating Company
|
||
Report of
Independent Registered Public Accounting Firm
|
6
|
|
Consolidated
Statements of Income and Comprehensive Income
|
7
|
|
Consolidated
Balance Sheets
|
8
|
|
Consolidated
Statements of Cash Flows
|
9
|
|
The Toledo Edison
Company
|
||
Report of
Independent Registered Public Accounting Firm
|
10
|
|
Consolidated
Statements of Income and Comprehensive Income
|
11
|
|
Consolidated
Balance Sheets
|
12
|
|
Consolidated
Statements of Cash Flows
|
13
|
|
Pennsylvania Electric
Company
|
||
Report of
Independent Registered Public Accounting Firm
|
14
|
|
Consolidated
Statements of Income and Comprehensive Income
|
15
|
|
Consolidated
Balance Sheets
|
16
|
|
Consolidated
Statements of Cash Flows
|
17
|
|
Combined Notes to Consolidated
Financial Statements
|
18-50
|
|
Item
4T. Controls and Procedures – OE, CEI, TE and
Penelec.
|
51
|
|
Part
II. Other Information
|
||
Item 6.
Exhibits.
|
52
|
ATSI
|
American
Transmission Systems, Inc., owns and operates transmission
facilities
|
|
CEI
|
The Cleveland
Electric Illuminating Company, an Ohio electric utility operating
subsidiary
|
|
Companies
|
OE, CEI, TE,
JCP&L, Met-Ed and Penelec
|
|
FENOC
|
FirstEnergy
Nuclear Operating Company, operates nuclear generating
facilities
|
|
FES
|
FirstEnergy
Solutions Corp., provides energy-related products and
services
|
|
FESC
|
FirstEnergy
Service Company, provides legal, financial and other corporate support
services
|
|
FGCO
|
FirstEnergy
Generation Corp., owns and operates non-nuclear generating
facilities
|
|
FirstEnergy
|
FirstEnergy
Corp., a public utility holding company
|
|
GPU
|
GPU, Inc.,
former parent of JCP&L, Met-Ed and Penelec, which merged with
FirstEnergy on
November 7,
2001
|
|
JCP&L
|
Jersey Central
Power & Light Company, a New Jersey electric utility operating
subsidiary
|
|
JCP&L
Transition
Funding
|
JCP&L
Transition Funding LLC, a Delaware limited liability company and issuer of
transition
bonds
|
|
JCP&L
Transition
Funding
II
|
JCP&L
Transition Funding II LLC, a Delaware limited liability company and issuer
of transition bonds
|
|
Met-Ed
|
Metropolitan
Edison Company, a Pennsylvania electric utility operating
subsidiary
|
|
NGC
|
FirstEnergy
Nuclear Generation Corp., owns nuclear generating
facilities
|
|
OE
|
Ohio Edison
Company, an Ohio electric utility operating subsidiary
|
|
Ohio
Companies
|
CEI, OE and
TE
|
|
Penelec
|
Pennsylvania
Electric Company, a Pennsylvania electric utility operating
subsidiary
|
|
Penn
|
Pennsylvania
Power Company, a Pennsylvania electric utility operating subsidiary of
OE
|
|
Pennsylvania
Companies
|
Met-Ed,
Penelec and Penn
|
|
PNBV
|
PNBV Capital
Trust, a special purpose entity created by OE in 1996
|
|
Shippingport
|
Shippingport
Capital Trust, a special purpose entity created by CEI and TE in
1997
|
|
TE
|
The Toledo
Edison Company, an Ohio electric utility operating
subsidiary
|
|
TEBSA
|
Termobarranquila
S.A. Empresa de Servicios Publicos
|
|
The following
abbreviations and acronyms are used to identify frequently used terms in
this report:
|
||
AEP
|
American
Electric Power Company, Inc.
|
|
AOCL
|
Accumulated
Other Comprehensive Loss
|
|
AQC
|
Air Quality
Control
|
|
ARB
|
Accounting
Research Bulletin
|
|
ARO
|
Asset
Retirement Obligation
|
|
ASM
|
Ancillary
Services Market
|
|
BGS
|
Basic
Generation Service
|
|
BPJ
|
Best
Professional Judgment
|
|
CAA
|
Clean Air
Act
|
|
CAIR
|
Clean Air
Interstate Rule
|
|
CAMR
|
Clean Air
Mercury Rule
|
|
CBP
|
Competitive
Bid Process
|
|
CO2
|
Carbon
Dioxide
|
|
DFI
|
Demand for
Information
|
|
DOJ
|
United States
Department of Justice
|
|
DRA
|
Division of
Ratepayer Advocate
|
|
EIS
|
Energy
Independence Strategy
|
|
EITF
|
Emerging
Issues Task Force
|
|
EMP
|
Energy Master
Plan
|
|
EPA
|
United States
Environmental Protection Agency
|
|
EPACT
|
Energy Policy
Act of 2005
|
|
ESP
|
Electric
Security Plan
|
|
FASB
|
Financial
Accounting Standards Board
|
|
FERC
|
Federal Energy
Regulatory Commission
|
|
FIN
|
FASB
Interpretation
|
|
FIN
46R
|
FIN 46
(revised December 2003), "Consolidation of Variable Interest
Entities"
|
FIN
47
|
FIN 47,
"Accounting for Conditional Asset Retirement Obligations - an
interpretation of FASB
Statement No. 143"
|
|
FIN
48
|
FIN 48,
“Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement
No. 109”
|
|
FirstCom
|
First
Communications, Inc.
|
|
FMB
|
First Mortgage
Bonds
|
|
FSP
|
FASB Staff
Position
|
|
FSP FAS
157-2
|
FSP FAS 157-2,
“Effective Date of FASB Statement No. 157”
|
|
FTR
|
Financial
Transmission Rights
|
|
GAAP
|
Accounting
Principles Generally Accepted in the United States
|
|
GHG
|
Greenhouse
Gases
|
|
ICE
|
Intercontinental
Exchange
|
|
IRS
|
Internal
Revenue Service
|
|
ISO
|
Independent
System Operator
|
|
kV
|
Kilovolt
|
|
KWH
|
Kilowatt-hours
|
|
LIBOR
|
London
Interbank Offered Rate
|
|
LOC
|
Letter of
Credit
|
|
MEIUG
|
Met-Ed
Industrial Users Group
|
|
MISO
|
Midwest
Independent Transmission System Operator, Inc.
|
|
Moody’s
|
Moody’s
Investors Service
|
|
MRO
|
Market Rate
Offer
|
|
MW
|
Megawatts
|
|
NAAQS
|
National
Ambient Air Quality Standards
|
|
NERC
|
North American
Electric Reliability Corporation
|
|
NJBPU
|
New Jersey
Board of Public Utilities
|
|
NOPR
|
Notice of
Proposed Rulemaking
|
|
NOV
|
Notice of
Violation
|
|
NOX
|
Nitrogen
Oxide
|
|
NRC
|
Nuclear
Regulatory Commission
|
|
NSR
|
New Source
Review
|
|
NUG
|
Non-Utility
Generation
|
|
NUGC
|
Non-Utility
Generation Charge
|
|
NYMEX
|
New York
Mercantile Exchange
|
|
OCA
|
Office of
Consumer Advocate
|
|
OTC
|
Over the
Counter
|
|
OVEC
|
Ohio Valley
Electric Corporation
|
|
PCRB
|
Pollution
Control Revenue Bond
|
|
PICA
|
Penelec
Industrial Customer Alliance
|
|
PJM
|
PJM
Interconnection L. L. C.
|
|
PLR
|
Provider of
Last Resort
|
|
PPUC
|
Pennsylvania
Public Utility Commission
|
|
PRP
|
Potentially
Responsible Party
|
|
PSA
|
Power Supply
Agreement
|
|
PUCO
|
Public
Utilities Commission of Ohio
|
|
PUHCA
|
Public Utility
Holding Company Act of 1935
|
|
RCP
|
Rate Certainty
Plan
|
|
RECB
|
Regional
Expansion Criteria and Benefits
|
|
RFP
|
Request for
Proposal
|
|
RPM
|
Reliability
Pricing Model
|
|
RSP
|
Rate
Stabilization Plan
|
|
RTO
|
Regional
Transmission Organization
|
|
S&P
|
Standard &
Poor’s Ratings Service
|
|
SBC
|
Societal
Benefits Charge
|
|
SEC
|
U.S.
Securities and Exchange Commission
|
|
SECA
|
Seams
Elimination Cost Adjustment
|
|
SFAS
|
Statement of
Financial Accounting Standards
|
|
SFAS
109
|
SFAS No. 109,
“Accounting for Income Taxes”
|
|
SFAS
123(R)
|
SFAS No.
123(R), "Share-Based Payment"
|
|
SFAS
133
|
SFAS No. 133,
“Accounting for Derivative Instruments and Hedging
Activities”
|
SFAS
141(R)
|
SFAS No
141(R), “Business Combinations”
|
SFAS
143
|
SFAS No. 143,
“Accounting for Asset Retirement Obligations”
|
SFAS
157
|
SFAS No. 157,
“Fair Value Measurements”
|
SFAS
159
|
SFAS No. 159,
“The Fair Value Option for Financial Assets and Financial Liabilities –
Including an
Amendment of FASB Statement No. 115”
|
SFAS
160
|
SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements – an
Amendment
of
ARB No. 51”
|
SFAS
161
|
SFAS No 161,
“Disclosure about Derivative Instruments and Hedging Activities – an
Amendment
of FASB Statement No. 133”
|
SIP
|
State
Implementation Plan(s) Under the Clean Air Act
|
SNCR
|
Selective
Non-Catalytic Reduction
|
SO2
|
Sulfur
Dioxide
|
TBC
|
Transition
Bond Charge
|
TMI-1
|
Three Mile
Island Unit 1
|
TMI-2
|
Three Mile
Island Unit 2
|
TSC
|
Transmission
Service Charge
|
VIE
|
Variable
Interest Entity
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7, 2008,
except as to the error correction described in Note 1,
which is as of
November 24, 2008.
|
OHIO
EDISON COMPANY
|
||||||||
CONSOLIDATED
STATEMENTS
OF INCOME AND COMPREHENSIVE INCOME
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
REVENUES:
|
||||||||
Electric
sales
|
$ | 622,271 | $ | 594,344 | ||||
Excise tax
collections
|
30,378 | 31,254 | ||||||
Total
revenues
|
652,649 | 625,598 | ||||||
EXPENSES:
|
||||||||
Fuel
|
3,170 | 3,015 | ||||||
Purchased
power
|
340,186 | 349,852 | ||||||
Nuclear
operating costs
|
43,021 | 41,514 | ||||||
Other
operating costs
|
94,135 | 88,486 | ||||||
Provision for
depreciation
|
21,493 | 18,848 | ||||||
Amortization
of regulatory assets
|
48,538 | 45,417 | ||||||
Deferral of
new regulatory assets
|
(25,411 | ) | (36,649 | ) | ||||
General
taxes
|
50,453 | 49,745 | ||||||
Total
expenses
|
575,585 | 560,228 | ||||||
OPERATING
INCOME
|
77,064 | 65,370 | ||||||
OTHER
INCOME (EXPENSE):
|
||||||||
Investment
income
|
15,055 | 26,630 | ||||||
Miscellaneous
income (expense)
|
(3,806 | ) | 373 | |||||
Interest
expense
|
(17,641 | ) | (21,022 | ) | ||||
Capitalized
interest
|
110 | 110 | ||||||
Total other
income (expense)
|
(6,282 | ) | 6,091 | |||||
INCOME
BEFORE INCOME TAXES
|
70,782 | 71,461 | ||||||
INCOME
TAXES
|
26,873 | 17,426 | ||||||
NET
INCOME
|
43,909 | 54,035 | ||||||
OTHER
COMPREHENSIVE INCOME (LOSS):
|
||||||||
Pension and
other postretirement benefits
|
(3,994 | ) | (3,423 | ) | ||||
Change in
unrealized gain on available-for-sale securities
|
(7,571 | ) | (126 | ) | ||||
Other
comprehensive loss
|
(11,565 | ) | (3,549 | ) | ||||
Income tax
benefit related to other comprehensive loss
|
(4,262 | ) | (1,503 | ) | ||||
Other
comprehensive loss, net of tax
|
(7,303 | ) | (2,046 | ) | ||||
TOTAL
COMPREHENSIVE INCOME
|
$ | 36,606 | $ | 51,989 | ||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
Ohio Edison Company are an integral part
|
||||||||
of these
statements.
|
OHIO
EDISON COMPANY
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
(Unaudited)
|
||||||||
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash and cash
equivalents
|
$ | 732 | $ | 732 | ||||
Receivables-
|
||||||||
Customers
(less accumulated provisions of $7,870,000 and $8,032,000,
|
||||||||
respectively,
for uncollectible accounts)
|
266,360 | 248,990 | ||||||
Associated
companies
|
179,875 | 185,437 | ||||||
Other (less
accumulated provisions of $5,638,000 and $5,639,000,
|
||||||||
respectively,
for uncollectible accounts)
|
16,474 | 12,395 | ||||||
Notes
receivable from associated companies
|
589,790 | 595,859 | ||||||
Prepayments
and other
|
17,785 | 10,341 | ||||||
1,071,016 | 1,053,754 | |||||||
UTILITY
PLANT:
|
||||||||
In
service
|
2,804,505 | 2,769,880 | ||||||
Less -
Accumulated provision for depreciation
|
1,106,174 | 1,090,862 | ||||||
1,698,331 | 1,679,018 | |||||||
Construction
work in progress
|
60,617 | 50,061 | ||||||
1,758,948 | 1,729,079 | |||||||
OTHER
PROPERTY AND INVESTMENTS:
|
||||||||
Long-term
notes receivable from associated companies
|
258,405 | 258,870 | ||||||
Investment in
lease obligation bonds
|
253,747 | 253,894 | ||||||
Nuclear plant
decommissioning trusts
|
119,948 | 127,252 | ||||||
Other
|
33,014 | 36,037 | ||||||
665,114 | 676,053 | |||||||
DEFERRED
CHARGES AND OTHER ASSETS:
|
||||||||
Regulatory
assets
|
709,969 | 737,326 | ||||||
Pension
assets
|
235,933 | 228,518 | ||||||
Property
taxes
|
65,520 | 65,520 | ||||||
Unamortized
sale and leaseback costs
|
43,882 | 45,133 | ||||||
Other
|
44,640 | 48,075 | ||||||
1,099,944 | 1,124,572 | |||||||
$ | 4,595,022 | $ | 4,583,458 | |||||
LIABILITIES
AND CAPITALIZATION
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Currently
payable long-term debt
|
$ | 334,656 | $ | 333,224 | ||||
Short-term
borrowings-
|
||||||||
Associated
companies
|
50,692 | 50,692 | ||||||
Other
|
2,609 | 2,609 | ||||||
Accounts
payable-
|
||||||||
Associated
companies
|
155,654 | 174,088 | ||||||
Other
|
19,376 | 19,881 | ||||||
Accrued
taxes
|
93,390 | 89,571 | ||||||
Accrued
interest
|
16,459 | 22,378 | ||||||
Other
|
99,532 | 65,163 | ||||||
772,368 | 757,606 | |||||||
CAPITALIZATION:
|
||||||||
Common
stockholder's equity-
|
||||||||
Common stock,
without par value, authorized 175,000,000 shares -
|
||||||||
60 shares
outstanding
|
1,220,368 | 1,220,512 | ||||||
Accumulated
other comprehensive income
|
41,083 | 48,386 | ||||||
Retained
earnings
|
351,186 | 307,277 | ||||||
Total common
stockholder's equity
|
1,612,637 | 1,576,175 | ||||||
Long-term debt
and other long-term obligations
|
839,107 | 840,591 | ||||||
2,451,744 | 2,416,766 | |||||||
NONCURRENT
LIABILITIES:
|
||||||||
Accumulated
deferred income taxes
|
783,777 | 781,012 | ||||||
Accumulated
deferred investment tax credits
|
15,990 | 16,964 | ||||||
Asset
retirement obligations
|
95,009 | 93,571 | ||||||
Retirement
benefits
|
176,597 | 178,343 | ||||||
Deferred
revenues - electric service programs
|
36,821 | 46,849 | ||||||
Other
|
262,716 | 292,347 | ||||||
1,370,910 | 1,409,086 | |||||||
COMMITMENTS
AND CONTINGENCIES (Note 10)
|
||||||||
$ | 4,595,022 | $ | 4,583,458 | |||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
Ohio Edison Company are an integral part
|
||||||||
of these
balance sheets.
|
OHIO
EDISON COMPANY
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
March
31,
|
||||||||
Restated
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income
|
$ | 43,909 | $ | 54,035 | ||||
Adjustments to
reconcile net income to net cash from operating
activities-
|
||||||||
Provision for
depreciation
|
21,493 | 18,848 | ||||||
Amortization
of regulatory assets
|
48,538 | 45,417 | ||||||
Deferral of
new regulatory assets
|
(25,411 | ) | (36,649 | ) | ||||
Amortization
of lease costs
|
32,934 | 32,934 | ||||||
Deferred
income taxes and investment tax credits, net
|
6,866 | (3,992 | ) | |||||
Accrued
compensation and retirement benefits
|
(19,482 | ) | (16,794 | ) | ||||
Pension trust
contribution
|
- | (20,261 | ) | |||||
Increase in
operating assets-
|
||||||||
Receivables
|
(27,496 | ) | (102,469 | ) | ||||
Prepayments
and other current assets
|
(7,451 | ) | (6,339 | ) | ||||
Increase
(decrease) in operating liabilities-
|
||||||||
Accounts
payable
|
(3,939 | ) | 42,095 | |||||
Accrued
taxes
|
2,991 | (46,791 | ) | |||||
Accrued
interest
|
(5,919 | ) | (6,812 | ) | ||||
Electric
service prepayment programs
|
(10,028 | ) | (9,053 | ) | ||||
Other
|
(2,066 | ) | (3,283 | ) | ||||
Net cash
provided from (used for) operating activities
|
54,939 | (59,114 | ) | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
New
Financing-
|
||||||||
Short-term
borrowings, net
|
- | 77,473 | ||||||
Redemptions
and Repayments-
|
||||||||
Common
stock
|
- | (500,000 | ) | |||||
Long-term
debt
|
(80 | ) | (72 | ) | ||||
Dividend
Payments-
|
||||||||
Common
stock
|
(15,000 | ) | - | |||||
Net cash
used for financing activities
|
(15,080 | ) | (422,599 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Property
additions
|
(49,011 | ) | (29,888 | ) | ||||
Sales of
investment securities held in trusts
|
62,344 | 12,951 | ||||||
Purchases of
investment securities held in trusts
|
(63,797 | ) | (13,805 | ) | ||||
Loan
repayments from associated companies, net
|
6,534 | 511,082 | ||||||
Cash
investments
|
147 | 168 | ||||||
Other
|
3,924 | 1,187 | ||||||
Net cash
provided from (used for) investing activities
|
(39,859 | ) | 481,695 | |||||
Net change in
cash and cash equivalents
|
- | (18 | ) | |||||
Cash and cash
equivalents at beginning of period
|
732 | 712 | ||||||
Cash and cash
equivalents at end of period
|
$ | 732 | $ | 694 | ||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
Ohio Edison Company are an integral part
|
||||||||
of these
statements.
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7, 2008,
except as to the error correction described in Note 1,
which is as of
November 24, 2008.
|
THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY
|
||||||||
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
REVENUES:
|
||||||||
Electric
sales
|
$ | 418,708 | $ | 422,805 | ||||
Excise tax
collections
|
18,600 | 18,027 | ||||||
Total
revenues
|
437,308 | 440,832 | ||||||
EXPENSES:
|
||||||||
Fuel
|
- | 13,191 | ||||||
Purchased
power
|
193,244 | 180,657 | ||||||
Other
operating costs
|
65,118 | 74,951 | ||||||
Provision for
depreciation
|
19,076 | 18,468 | ||||||
Amortization
of regulatory assets
|
38,256 | 33,129 | ||||||
Deferral of
new regulatory assets
|
(29,248 | ) | (33,957 | ) | ||||
General
taxes
|
40,083 | 38,894 | ||||||
Total
expenses
|
326,529 | 325,333 | ||||||
OPERATING
INCOME
|
110,779 | 115,499 | ||||||
OTHER
INCOME (EXPENSE):
|
||||||||
Investment
income
|
9,188 | 17,687 | ||||||
Miscellaneous
income
|
534 | 731 | ||||||
Interest
expense
|
(32,520 | ) | (35,740 | ) | ||||
Capitalized
interest
|
196 | 205 | ||||||
Total other
expense
|
(22,602 | ) | (17,117 | ) | ||||
INCOME
BEFORE INCOME TAXES
|
88,177 | 98,382 | ||||||
INCOME
TAXES
|
30,326 | 34,833 | ||||||
NET
INCOME
|
57,851 | 63,549 | ||||||
OTHER
COMPREHENSIVE INCOME (LOSS):
|
||||||||
Pension and
other postretirement benefits
|
(213 | ) | 1,202 | |||||
Income tax
expense related to other comprehensive income
|
281 | 355 | ||||||
Other
comprehensive income (loss), net of tax
|
(494 | ) | 847 | |||||
TOTAL
COMPREHENSIVE INCOME
|
$ | 57,357 | $ | 64,396 | ||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
The Cleveland Electric Illuminating
|
||||||||
Company are an
integral part of these statements.
|
THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
(Unaudited)
|
||||||||
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash and cash
equivalents
|
$ | 241 | $ | 232 | ||||
Receivables-
|
||||||||
Customers
(less accumulated provisions of $7,224,000 and $7,540,000,
|
266,701 | 251,000 | ||||||
respectively,
for uncollectible accounts)
|
||||||||
Associated
companies
|
70,727 | 166,587 | ||||||
Other
|
3,643 | 12,184 | ||||||
Notes
receivable from associated companies
|
54,679 | 52,306 | ||||||
Prepayments
and other
|
1,728 | 2,327 | ||||||
397,719 | 484,636 | |||||||
UTILITY
PLANT:
|
||||||||
In
service
|
2,142,458 | 2,256,956 | ||||||
Less -
Accumulated provision for depreciation
|
827,160 | 872,801 | ||||||
1,315,298 | 1,384,155 | |||||||
Construction
work in progress
|
40,834 | 41,163 | ||||||
1,356,132 | 1,425,318 | |||||||
OTHER
PROPERTY AND INVESTMENTS:
|
||||||||
Investment in
lessor notes
|
425,722 | 463,431 | ||||||
Other
|
10,275 | 10,285 | ||||||
435,997 | 473,716 | |||||||
DEFERRED
CHARGES AND OTHER ASSETS:
|
||||||||
Goodwill
|
1,688,521 | 1,688,521 | ||||||
Regulatory
assets
|
853,716 | 870,695 | ||||||
Pension
assets
|
64,497 | 62,471 | ||||||
Property
taxes
|
76,000 | 76,000 | ||||||
Other
|
32,735 | 32,987 | ||||||
2,715,469 | 2,730,674 | |||||||
$ | 4,905,317 | $ | 5,114,344 | |||||
LIABILITIES
AND CAPITALIZATION
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Currently
payable long-term debt
|
$ | 207,281 | $ | 207,266 | ||||
Short-term
borrowings-
|
||||||||
Associated
companies
|
365,816 | 531,943 | ||||||
Accounts
payable-
|
||||||||
Associated
companies
|
139,423 | 169,187 | ||||||
Other
|
6,169 | 5,295 | ||||||
Accrued
taxes
|
118,102 | 94,991 | ||||||
Accrued
interest
|
37,726 | 13,895 | ||||||
Other
|
35,044 | 34,350 | ||||||
909,561 | 1,056,927 | |||||||
CAPITALIZATION:
|
||||||||
Common
stockholder's equity
|
||||||||
Common stock,
without par value, authorized 105,000,000 shares -
|
||||||||
67,930,743
shares outstanding
|
873,353 | 873,536 | ||||||
Accumulated
other comprehensive loss
|
(69,623 | ) | (69,129 | ) | ||||
Retained
earnings
|
743,278 | 685,428 | ||||||
Total common
stockholder's equity
|
1,547,008 | 1,489,835 | ||||||
Long-term debt
and other long-term obligations
|
1,447,980 | 1,459,939 | ||||||
2,994,988 | 2,949,774 | |||||||
NONCURRENT
LIABILITIES:
|
||||||||
Accumulated
deferred income taxes
|
719,938 | 725,523 | ||||||
Accumulated
deferred investment tax credits
|
18,102 | 18,567 | ||||||
Retirement
benefits
|
94,322 | 93,456 | ||||||
Deferred
revenues - electric service programs
|
21,297 | 27,145 | ||||||
Lease
assignment payable to associated companies
|
38,420 | 131,773 | ||||||
Other
|
108,689 | 111,179 | ||||||
1,000,768 | 1,107,643 | |||||||
COMMITMENTS
AND CONTINGENCIES (Note 10)
|
||||||||
$ | 4,905,317 | $ | 5,114,344 | |||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
The Cleveland Electric Illuminating
|
||||||||
Company are an
integral part of these balance sheets.
|
THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
Restated
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income
|
$ | 57,851 | $ | 63,549 | ||||
Adjustments to
reconcile net income to net cash from operating
activities-
|
||||||||
Provision for
depreciation
|
19,076 | 18,468 | ||||||
Amortization
of regulatory assets
|
38,256 | 33,129 | ||||||
Deferral of
new regulatory assets
|
(29,248 | ) | (33,957 | ) | ||||
Deferred rents
and lease market valuation liability
|
- | (46,528 | ) | |||||
Deferred
income taxes and investment tax credits, net
|
(4,965 | ) | (5,453 | ) | ||||
Accrued
compensation and retirement benefits
|
(3,507 | ) | (890 | ) | ||||
Pension trust
contribution
|
- | (24,800 | ) | |||||
Decrease in
operating assets-
|
||||||||
Receivables
|
90,280 | 224,011 | ||||||
Prepayments
and other current assets
|
604 | 592 | ||||||
Increase
(decrease) in operating liabilities-
|
||||||||
Accounts
payable
|
1,111 | (256,808 | ) | |||||
Accrued
taxes
|
23,196 | 13,959 | ||||||
Accrued
interest
|
23,831 | 18,122 | ||||||
Electric
service prepayment programs
|
(5,847 | ) | (5,313 | ) | ||||
Other
|
(63 | ) | (167 | ) | ||||
Net cash
provided from (used for) operating activities
|
210,575 | (2,086 | ) | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
New
Financing-
|
||||||||
Long-term
debt
|
- | 247,715 | ||||||
Redemptions
and Repayments-
|
||||||||
Long-term
debt
|
(165 | ) | (150 | ) | ||||
Short-term
borrowings, net
|
(177,960 | ) | (130,585 | ) | ||||
Dividend
Payments-
|
||||||||
Common
stock
|
(30,000 | ) | (24,000 | ) | ||||
Net cash
provided from (used for) financing activities
|
(208,125 | ) | 92,980 | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Property
additions
|
(37,203 | ) | (36,682 | ) | ||||
Loans to
associated companies, net
|
(2,373 | ) | (231,907 | ) | ||||
Collection of
principal on long-term notes receivable
|
- | 133,341 | ||||||
Redemptions of
lessor notes
|
37,709 | 35,614 | ||||||
Other
|
(574 | ) | 9,294 | |||||
Net cash used
for investing activities
|
(2,441 | ) | (90,340 | ) | ||||
Net increase
in cash and cash equivalents
|
9 | 554 | ||||||
Cash and cash
equivalents at beginning of period
|
232 | 221 | ||||||
Cash and cash
equivalents at end of period
|
$ | 241 | $ | 775 | ||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
The Cleveland Electric Illuminating
|
||||||||
Company are an
integral part of these statements.
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7, 2008,
except as to the error correction described in Note 1,
which is as of
November 24, 2008.
|
THE
TOLEDO EDISON COMPANY
|
||||||||
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
REVENUES:
|
||||||||
Electric
sales
|
$ | 203,669 | $ | 233,056 | ||||
Excise tax
collections
|
8,025 | 7,400 | ||||||
Total
revenues
|
211,694 | 240,456 | ||||||
EXPENSES:
|
||||||||
Fuel
|
1,482 | 10,147 | ||||||
Purchased
power
|
101,298 | 96,169 | ||||||
Nuclear
operating costs
|
10,457 | 17,721 | ||||||
Other
operating costs
|
33,390 | 42,921 | ||||||
Provision for
depreciation
|
9,025 | 9,117 | ||||||
Amortization
of regulatory assets
|
25,025 | 23,876 | ||||||
Deferral of
new regulatory assets
|
(9,494 | ) | (13,481 | ) | ||||
General
taxes
|
14,377 | 13,734 | ||||||
Total
expenses
|
185,560 | 200,204 | ||||||
OPERATING
INCOME
|
26,134 | 40,252 | ||||||
OTHER
INCOME (EXPENSE):
|
||||||||
Investment
income
|
6,481 | 7,225 | ||||||
Miscellaneous
expense
|
(1,514 | ) | (3,100 | ) | ||||
Interest
expense
|
(6,035 | ) | (7,503 | ) | ||||
Capitalized
interest
|
37 | 83 | ||||||
Total other
expense
|
(1,031 | ) | (3,295 | ) | ||||
INCOME
BEFORE INCOME TAXES
|
25,103 | 36,957 | ||||||
INCOME
TAXES
|
8,088 | 11,097 | ||||||
NET
INCOME
|
17,015 | 25,860 | ||||||
OTHER
COMPREHENSIVE INCOME (LOSS):
|
||||||||
Pension and
other postretirement benefits
|
(63 | ) | 573 | |||||
Change in
unrealized gain on available-for-sale securities
|
1,961 | 379 | ||||||
Other
comprehensive income
|
1,898 | 952 | ||||||
Income tax
expense related to other comprehensive income
|
728 | 334 | ||||||
Other
comprehensive income, net of tax
|
1,170 | 618 | ||||||
TOTAL
COMPREHENSIVE INCOME
|
$ | 18,185 | $ | 26,478 | ||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
The Toledo Edison Company
|
||||||||
are an
integral part of these statements.
|
THE
TOLEDO EDISON COMPANY
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
(Unaudited)
|
||||||||
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash and cash
equivalents
|
$ | 213 | $ | 22 | ||||
Receivables-
|
||||||||
Customers
|
966 | 449 | ||||||
Associated
companies
|
42,232 | 88,796 | ||||||
Other (less
accumulated provisions of $471,000 and $615,000,
|
||||||||
respectively,
for uncollectible accounts)
|
4,241 | 3,116 | ||||||
Notes
receivable from associated companies
|
107,664 | 154,380 | ||||||
Prepayments
and other
|
684 | 865 | ||||||
156,000 | 247,628 | |||||||
UTILITY
PLANT:
|
||||||||
In
service
|
854,457 | 931,263 | ||||||
Less -
Accumulated provision for depreciation
|
397,670 | 420,445 | ||||||
456,787 | 510,818 | |||||||
Construction
work in progress
|
28,735 | 19,740 | ||||||
485,522 | 530,558 | |||||||
OTHER
PROPERTY AND INVESTMENTS:
|
||||||||
Investment in
lessor notes
|
142,657 | 154,646 | ||||||
Long-term
notes receivable from associated companies
|
37,457 | 37,530 | ||||||
Nuclear plant
decommissioning trusts
|
69,491 | 66,759 | ||||||
Other
|
1,734 | 1,756 | ||||||
251,339 | 260,691 | |||||||
DEFERRED
CHARGES AND OTHER ASSETS:
|
||||||||
Goodwill
|
500,576 | 500,576 | ||||||
Regulatory
assets
|
187,579 | 203,719 | ||||||
Pension
assets
|
29,420 | 28,601 | ||||||
Property
taxes
|
21,010 | 21,010 | ||||||
Other
|
28,959 | 20,496 | ||||||
767,544 | 774,402 | |||||||
$ | 1,660,405 | $ | 1,813,279 | |||||
LIABILITIES
AND CAPITALIZATION
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Currently
payable long-term debt
|
$ | 34 | $ | 34 | ||||
Accounts
payable-
|
||||||||
Associated
companies
|
56,448 | 245,215 | ||||||
Other
|
3,973 | 4,449 | ||||||
Notes payable
to associated companies
|
66,217 | 13,396 | ||||||
Accrued
taxes
|
37,085 | 30,245 | ||||||
Lease market
valuation liability
|
36,900 | 36,900 | ||||||
Other
|
51,563 | 22,747 | ||||||
252,220 | 352,986 | |||||||
CAPITALIZATION:
|
||||||||
Common
stockholder's equity-
|
||||||||
Common stock,
$5 par value, authorized 60,000,000 shares -
|
||||||||
29,402,054
shares outstanding
|
147,010 | 147,010 | ||||||
Other paid-in
capital
|
173,141 | 173,169 | ||||||
Accumulated
other comprehensive loss
|
(9,436 | ) | (10,606 | ) | ||||
Retained
earnings
|
192,633 | 175,618 | ||||||
Total common
stockholder's equity
|
503,348 | 485,191 | ||||||
Long-term debt
and other long-term obligations
|
303,392 | 303,397 | ||||||
806,740 | 788,588 | |||||||
NONCURRENT
LIABILITIES:
|
||||||||
Accumulated
deferred income taxes
|
99,732 | 103,463 | ||||||
Accumulated
deferred investment tax credits
|
9,967 | 10,180 | ||||||
Lease market
valuation liability
|
300,775 | 310,000 | ||||||
Retirement
benefits
|
64,422 | 63,215 | ||||||
Asset
retirement obligations
|
28,744 | 28,366 | ||||||
Deferred
revenues - electric service programs
|
9,969 | 12,639 | ||||||
Lease
assignment payable to associated companies
|
28,835 | 83,485 | ||||||
Other
|
59,001 | 60,357 | ||||||
601,445 | 671,705 | |||||||
COMMITMENTS
AND CONTINGENCIES (Note 10)
|
||||||||
$ | 1,660,405 | $ | 1,813,279 | |||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
The Toledo Edison Company
|
||||||||
are an
integral part of these balance sheets.
|
THE
TOLEDO EDISON COMPANY
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
Restated
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income
|
$ | 17,015 | $ | 25,860 | ||||
Adjustments to
reconcile net income to net cash from operating
activities-
|
||||||||
Provision for
depreciation
|
9,025 | 9,117 | ||||||
Amortization
of regulatory assets
|
25,025 | 23,876 | ||||||
Deferral of
new regulatory assets
|
(9,494 | ) | (13,481 | ) | ||||
Deferred rents
and lease market valuation liability
|
6,099 | (10,891 | ) | |||||
Deferred
income taxes and investment tax credits, net
|
(3,404 | ) | (3,639 | ) | ||||
Accrued
compensation and retirement benefits
|
(1,813 | ) | (756 | ) | ||||
Pension trust
contribution
|
- | (7,659 | ) | |||||
Decrease in
operating assets-
|
||||||||
Receivables
|
45,738 | 158 | ||||||
Prepayments
and other current assets
|
181 | 312 | ||||||
Increase
(decrease) in operating liabilities-
|
||||||||
Accounts
payable
|
(174,243 | ) | (17,533 | ) | ||||
Accrued
taxes
|
6,840 | 9,379 | ||||||
Accrued
interest
|
4,663 | 3,951 | ||||||
Electric
service prepayment programs
|
(2,670 | ) | (2,616 | ) | ||||
Other
|
991 | (541 | ) | |||||
Net cash
provided from (used for) operating activities
|
(76,047 | ) | 15,537 | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
New
Financing-
|
||||||||
Short-term
borrowings, net
|
52,821 | - | ||||||
Redemptions
and Repayments-
|
||||||||
Long-term
debt
|
(9 | ) | - | |||||
Short-term
borrowings, net
|
- | (46,518 | ) | |||||
Dividend
Payments-
|
||||||||
Common
stock
|
(15,000 | ) | - | |||||
Net cash
provided from (used for) financing activities
|
37,812 | (46,518 | ) | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Property
additions
|
(19,435 | ) | (6,064 | ) | ||||
Loans
repayments from (loans to) associated companies, net
|
46,789 | (8,583 | ) | |||||
Collection of
principal on long-term notes receivable
|
- | 32,202 | ||||||
Redemption of
lessor notes
|
11,989 | 14,804 | ||||||
Sales of
investment securities held in trusts
|
3,908 | 16,863 | ||||||
Purchases of
investment securities held in trusts
|
(4,715 | ) | (17,642 | ) | ||||
Other
|
(110 | ) | (420 | ) | ||||
Net cash
provided from investing activities
|
38,426 | 31,160 | ||||||
Net increase
in cash and cash equivalents
|
191 | 179 | ||||||
Cash and cash
equivalents at beginning of period
|
22 | 22 | ||||||
Cash and cash
equivalents at end of period
|
$ | 213 | $ | 201 | ||||
The
accompanying Notes to Consolidated Financial Statements as they relate to
The Toledo Edison Company are an
|
||||||||
integral part
of these statements.
|
PricewaterhouseCoopers
LLP
Cleveland,
Ohio
May 7, 2008,
except as to the error correction described in Note 1,
which is as of
November 24, 2008.
|
PENNSYLVANIA
ELECTRIC COMPANY
|
||||||||
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
REVENUES:
|
||||||||
Electric
sales
|
$ | 376,028 | $ | 339,226 | ||||
Gross receipts
tax collections
|
19,464 | 16,680 | ||||||
Total
revenues
|
395,492 | 355,906 | ||||||
EXPENSES:
|
||||||||
Purchased
power
|
221,234 | 200,842 | ||||||
Other
operating costs
|
71,077 | 59,461 | ||||||
Provision for
depreciation
|
12,516 | 11,777 | ||||||
Amortization
of regulatory assets
|
16,346 | 15,394 | ||||||
Deferral of
new regulatory assets
|
(3,526 | ) | (17,088 | ) | ||||
General
taxes
|
21,855 | 19,851 | ||||||
Total
expenses
|
339,502 | 290,237 | ||||||