10-Q 1 final.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission Registrant; State of Incorporation; I.R.S. Employer File Number Address; and Telephone Number Identification No. ----------- -------------------------------------- ------------------ 333-21011 FIRSTENERGY CORP. 34-1843785 (An Ohio Corporation) 76 South Main Street Akron, Ohio 44308 Telephone (800)736-3402 1-2578 OHIO EDISON COMPANY 34-0437786 (An Ohio Corporation) 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 1-3491 PENNSYLVANIA POWER COMPANY 25-0718810 (A Pennsylvania Corporation) 1 East Washington Street P. O. Box 891 New Castle, Pennsylvania 16103 Telephone (724)652-5531 Indicate by check mark whether each of the registrants (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: OUTSTANDING CLASS AS OF NOVEMBER 6, 2001 ----- ---------------------- FirstEnergy Corp., $.10 par value 223,981,580 Ohio Edison Company, no par value 100 The Cleveland Electric Illuminating Company, no par value 79,590,689 The Toledo Edison Company, $5 par value 39,133,887 Pennsylvania Power Company, $30 par value 6,290,000 FirstEnergy Corp. is the sole holder of Ohio Edison Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company common stock; Ohio Edison Company is the sole holder of Pennsylvania Power Company common stock. This combined Form 10-Q is separately filed by FirstEnergy Corp., Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant, except that information relating to any of the four FirstEnergy subsidiaries is also attributed to FirstEnergy. This Form 10-Q includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms "anticipate", "potential", "expect", "believe", "estimate" and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices, legislative and regulatory changes (including revised environmental requirements), the availability and cost of capital, inability to accomplish or realize anticipated benefits of strategic goals (including the merger with GPU, Inc.) and other similar factors. This Form 10-Q reports FirstEnergy Corp.'s and its subsidiaries' financial statements and results of operations as of September 30, 2001 and for the three-month and nine-month periods ended September 30, 2001 and 2000. These periods are prior to the November 7, 2001 effective date of the merger with GPU Inc. and, except for certain information, does not include financial data for the former electric utility subsidiaries of GPU, Inc. Those companies - Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company - are each separately filing a Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. TABLE OF CONTENTS Pages Part I. Financial Information Notes to Financial Statements 1-8 FirstEnergy Corp. Consolidated Statements of Income 9 Consolidated Balance Sheets 10-11 Consolidated Statements of Cash Flows 12 Report of Independent Public Accountants 13 Management's Discussion and Analysis of Results of Operations and Financial Condition 14-18 Ohio Edison Company Consolidated Statements of Income 19 Consolidated Balance Sheets 20-21 Consolidated Statements of Cash Flows 22 Report of Independent Public Accountants 23 Management's Discussion and Analysis of Results of Operations and Financial Condition 24-26 The Cleveland Electric Illuminating Company Consolidated Statements of Income 27 Consolidated Balance Sheets 28-29 Consolidated Statements of Cash Flows 30 Report of Independent Public Accountants 31 Management's Discussion and Analysis of Results of Operations and Financial Condition 32-34 The Toledo Edison Company Consolidated Statements of Income 35 Consolidated Balance Sheets 36-37 Consolidated Statements of Cash Flows 38 Report of Independent Public Accountants 39 Management's Discussion and Analysis of Results of Operations and Financial Condition 40-42 Pennsylvania Power Company Statements of Income 43 Balance Sheets 44-45 Statements of Cash Flows 46 Report of Independent Public Accountants 47 Management's Discussion and Analysis of Results of Operations and Financial Condition 48-50 Part II. Other Information PART I. FINANCIAL INFORMATION ------------------------------ FIRSTENERGY CORP. AND SUBSIDIARIES OHIO EDISON COMPANY AND SUBSIDIARIES THE CLEVELAND ELECTRIC ILLUMINATING COMPANY AND SUBSIDIARY THE TOLEDO EDISON COMPANY AND SUBSIDIARY PENNSYLVANIA POWER COMPANY NOTES TO FINANCIAL STATEMENTS (Unaudited) 1 - FINANCIAL STATEMENTS: The principal business of FirstEnergy Corp. (FirstEnergy) is the holding, directly or indirectly, of all of the outstanding common stock of its five principal electric utility operating subsidiaries (prior to the November 7, 2001 merger with GPU, Inc. (GPU) discussed in Note 3), Ohio Edison Company (OE), The Cleveland Electric Illuminating Company (CEI), The Toledo Edison Company (TE), Pennsylvania Power Company (Penn) and American Transmission Systems, Inc. (ATSI). These utility subsidiaries are referred to throughout as "Companies." Penn is a wholly owned subsidiary of OE. FirstEnergy's other principal subsidiaries include FirstEnergy Solutions Corp. (FES) (formerly FirstEnergy Services Corp.); FirstEnergy Facilities Services Group, LLC (FEFSG); MARBEL Energy Corporation, FirstEnergy Nuclear Operating Company (FENOC) and FirstEnergy Service Company. FES provides energy-related products and services and has two subsidiaries, Penn Power Energy, Inc., which provides electric generation services and other energy services to Pennsylvania customers and FirstEnergy Generation Corp. (FGCO), which operates the Companies' nonnuclear generating facilities. FENOC operates the Companies' nuclear generating facilities. The condensed unaudited financial statements of FirstEnergy and each of the Companies reflect all normal recurring adjustments that, in the opinion of management, are necessary to fairly present results of operations for the interim periods. These statements should be read in connection with the financial statements and notes included in the combined Annual Report on Form 10-K for the year ended December 31, 2000 for FirstEnergy and the Companies. Significant intercompany transactions have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. The reported results of operations are not indicative of results of operations for any future period. Certain prior year amounts have been reclassified to conform with the current year presentation. The sole assets of the subsidiary trust that is the obligor on the preferred securities included in FirstEnergy's and OE's capitalization are $123,711,350 principal amount of 9% Junior Subordinated Debentures of OE due December 31, 2025. 2 - COMMITMENTS, GUARANTEES AND CONTINGENCIES: CAPITAL EXPENDITURES- FirstEnergy's forecast (before factoring in the merger with GPU) reflects expenditures of approximately $2.55 billion (OE-$360 million, CEI-$455 million, TE-$218 million, Penn-$153 million, ATSI-$112 million, FES-$830 million and other subsidiaries - $422 million) for property additions and improvements from 2001-2005, of which approximately $633 million (OE-$69 million, CEI-$81 million, TE-$59 million, Penn-$28 million, ATSI-$18 million, FES-$301 million and other subsidiaries-$77 million) is applicable to 2001. Investments for additional nuclear fuel during the 2001-2005 period are estimated to be approximately $441 million (OE-$119 million, CEI-$140 million, TE-$98 million and Penn-$84 million), of which approximately $61 million (OE-$18 million, CEI-$13 million, TE-$9 million and Penn-$21 million) applies to 2001. STOCK REPURCHASE PROGRAM- On November 17, 1998, the Board of Directors authorized the repurchase of up to 15 million shares of FirstEnergy's common stock over a three-year period beginning in 1999. Repurchases are made on the open market, at prevailing prices, and are funded primarily through the use of operating cash flows. During the first nine months of 2001, FirstEnergy repurchased and retired 550,000 shares of its common stock at an average price of $27.82 per share. 1 ENVIRONMENTAL MATTERS- Various federal, state and local authorities regulate the Companies with regard to air and water quality and other environmental matters. FirstEnergy estimates additional capital expenditures (before factoring in the merger with GPU, Inc.) for environmental compliance of approximately $201 million, which is included in the construction forecast provided under "Capital Expenditures" for 2001 through 2005. The Companies are required to meet federally approved sulfur dioxide (SO2) regulations. Violations of such regulations can result in shutdown of the generating unit involved and/or civil or criminal penalties of up to $27,500 for each day the unit is in violation. The Environmental Protection Agency (EPA) has an interim enforcement policy for SO2 regulations in Ohio that allows for compliance based on a 30-day averaging period. The Companies cannot predict what action the EPA may take in the future with respect to the interim enforcement policy. The Companies are in compliance with the current SO2 and nitrogen oxides (NOx) reduction requirements under the Clean Air Act Amendments of 1990. SO2 reductions are being achieved by burning lower-sulfur fuel, generating more electricity from lower-emitting plants, and/or using emission allowances. NOx reductions are being achieved through combustion controls and the generation of more electricity at lower-emitting plants. In September 1998, the EPA finalized regulations requiring additional NOx reductions from the Companies' Ohio and Pennsylvania facilities. The EPA's NOx Transport Rule imposes uniform reductions of NOx emissions (an approximate 85% reduction in utility plant NOx emissions from projected 2007 emissions) across a region of twenty-two states and the District of Columbia, including Ohio and Pennsylvania, based on a conclusion that such NOx emissions are contributing significantly to ozone pollution in the eastern United States. In March 2000, the U.S. Court of Appeals for the D.C. Circuit upheld EPA's NOx Transport Rule except as applied to the State of Wisconsin and portions of Georgia and Missouri. By October 2000, states were to submit revised State Implementation Plans (SIP) to comply by May 31, 2004 with individual state NOx budgets established by the EPA. Pennsylvania submitted a SIP that requires compliance with the NOx budgets at the Companies' Pennsylvania facilities by May 1, 2003 and Ohio submitted a "draft" SIP that requires compliance with the NOx budgets at the Companies' Ohio facilities by May 31, 2004. A Federal Implementation Plan accompanied the NOx Transport Rule and may be implemented by the EPA in states which fail to revise their SIP. In another separate but related action, eight states filed petitions with the EPA under Section 126 of the Clean Air Act seeking reductions of NOx emissions which are alleged to contribute to ozone pollution in the eight petitioning states. The EPA position is that the Section 126 petitions will be adequately addressed by the NOx Transport Program, but a December 17, 1999 rulemaking established an alternative program which would require nearly identical 85% NOx reductions at 392 utility plants, including the Companies' Ohio and Pennsylvania plants, by May 2003, in the event the NOx Transport Rule is not implemented by a state. On August 24, 2001, the U.S. Court of Appeals for the D.C. Circuit delayed the implementation of this Section 126 NOx control program until the EPA resolves issues involving electric generating units. Additional Section 126 petitions were filed by New Jersey, Maryland, Delaware and the District of Columbia in mid-1999 and are still under evaluation by the EPA. The Companies continue to evaluate their compliance plans and other compliance options. In July 1997, the EPA promulgated changes in the National Ambient Air Quality Standard (NAAQS) for ozone emissions and proposed a new NAAQS for previously unregulated ultra-fine particulate matter. In May 1999, the U.S. Court of Appeals for the D.C. Circuit found constitutional and other defects in the new NAAQS rules. In February 2001, the U.S. Supreme Court upheld the new NAAQS rules regulating ultra-fine particulates but found defects in the new NAAQS rules for ozone and decided that the EPA must revise those rules. The future cost of compliance with these regulations may be substantial and will depend if and how they are ultimately implemented by the states in which the Companies operate affected facilities. In 1999 and 2000, the EPA issued Notices of Violation (NOV) or a Compliance Order to nine utilities covering 44 power plants, including the W. H. Sammis Plant. In addition, the U.S. Department of Justice filed eight civil complaints against various investor-owned utilities, which included a complaint against OE and Penn in the U.S. District Court for the Southern District of Ohio. The NOV and complaint allege violations of the Clean Air Act based on operation and maintenance of the Sammis Plant dating back to 1984. The complaint requests permanent injunctive relief to require the installation of "best available control technology" and civil penalties of up to $27,500 per day of violation. Although unable to predict the outcome of these proceedings, FirstEnergy believes the Sammis Plant is in full compliance with the Clean Air Act and the NOV and complaint are without merit. Penalties could be imposed if the Sammis Plant continues to operate without correcting the alleged violations and a court determines that the allegations are valid. The Sammis Plant continues to operate while these proceedings are pending. In December 2000, the EPA announced it would proceed with the development of regulations regarding hazardous air pollutants from electric power plants. The EPA identified mercury as the hazardous air pollutant of greatest concern. The EPA established a schedule to propose regulations by December 2003 and issue final regulations by December 2004. The future cost of compliance with these regulations may be substantial. 2 As a result of the Resource Conservation and Recovery Act of 1976, as amended, and the Toxic Substances Control Act of 1976, federal and state hazardous waste regulations have been promulgated. Certain fossil-fuel combustion waste products, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation. The EPA has issued its final regulatory determination that regulation of coal ash as a hazardous waste is unnecessary. On April 25, 2000, the EPA announced that it will develop national standards regulating disposal of coal ash under its authority to regulate nonhazardous waste. CEI and TE have been named as "potentially responsible parties" (PRPs) at waste disposal sites which may require cleanup under the Comprehensive Environmental Response, Compensation and Liability Act of 1980. Allegations of disposal of hazardous substances at historical sites and the liability involved, are often unsubstantiated and subject to dispute. Federal law provides that all PRPs for a particular site be held liable on a joint and several basis. CEI and TE have accrued liabilities of $2.9 million and $0.2 million, respectively, as of September 30, 2001, based on estimates of the total costs of cleanup, the proportionate responsibility of other PRPs for such costs and the financial ability of other PRPs to pay. CEI and TE believe that waste disposal costs will not have a material adverse effect on their financial condition, cash flows or results of operations. 3 - MERGER WITH GPU: MERGER - On November 7, 2001, FirstEnergy merged with GPU, a Pennsylvania corporation, with FirstEnergy being the surviving company. The application of FirstEnergy to the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 to acquire all of the outstanding shares of GPU's common stock for approximately $4.5 billion in cash and FirstEnergy common stock was approved on October 29, 2001. This was the last regulatory approval needed for the merger. Approximately $7 billion of debt and preferred securities of GPU's former subsidiaries is still outstanding. The transaction is being accounted for by the purchase method. The combined company's principal electric utility operating companies include OE, CEI, TE, Penn and ATSI, as well as the former GPU electric utility operating companies - Jersey Central Power & Light Company, (JCP&L) Metropolitan Edison Company (MetEd) and Pennsylvania Electric Company (Penelec), which serve customers in New Jersey and Pennsylvania. Under the terms of the Merger Agreement, GPU shareholders could elect to receive, for each share of GPU common stock that they own, either $36.50 in cash or shares of FirstEnergy common stock. The number of FirstEnergy shares that a GPU shareholder will receive in exchange for a GPU share depends upon the average closing price of FirstEnergy common stock over a pre-determined 20-day trading period, but is limited to 1.2318 shares if that average price is $29.6313 or higher. With the November 7, 2001 merger effective date, the 20-day trading period ended on October 29, 2001, and resulted in an average closing price of $35.67. Consequently, GPU shareholders electing FirstEnergy shares will receive 1.2318 shares of FirstEnergy common stock for each share of GPU common stock that they own. The elections by GPU shareholders are subject to proration if the total elections received result in more than one-half of the GPU common stock being exchanged for either cash or FirstEnergy shares. PENDING DIVESTITURES - On October 18, 2001, FirstEnergy and UtiliCorp United announced that UtiliCorp made an offer to FirstEnergy to purchase, with a financial partner, the former wholly-owned subsidiary of GPU, Avon Energy Partners Holdings, the holding company for Midlands Electricity plc, for a total purchase price of $2.1 billion, including the assumption of approximately $1.7 billion of debt. FirstEnergy accepted the offer upon completion of its merger with GPU. Completion of the sale is subject to the receipt by all parties of the applicable regulatory approvals. In addition, GPU had acquired GasNet Pty Ltd. from the State of Victoria in Australia in June 1999 as part of the natural gas industry privatization process in that state. As a result of the decision by FirstEnergy and GPU to sell GPU GasNet, GasNet Australia Trust was established to acquire new securities in GPU GasNet and an associated trust. The Trust filed a prospectus dated October 19, 2001 with the Australian Securities and Investments Commission for the public offer of 130,000,000 Units of the Trust at AUS$2.00 per Unit. The Trust will use the expected net proceeds from the offering of approximately AUS$260 million to acquire the new GPU GasNet securities and will assume the associated trust's debt (AUS$566.4 million at June 30, 2001). The net proceeds will then be used by GPU GasNet to cancel and redeem all securities (currently held by subsidiaries previously wholly-owned by GPU and now by FirstEnergy) in GPU GasNet and the associated trust. The prospectus expires on November 28, 2002, and closing is expected to occur in mid-December. 3 GPU COMMITMENTS AND CONTINGENCIES- The merger of FirstEnergy and GPU has resulted in FirstEnergy's assumption of existing commitments and contingencies of GPU and its former subsidiaries as well as certain guarantees by GPU to its former subsidiaries. Environmental Matters: The former GPU companies have recorded approximately $61 million on their September 30, 2001 balance sheets for environmental remediation, principally for the former GPU electric utility subsidiaries and primarily related to potential manufactured gas plant cleanup costs in New Jersey (see Note 1 of Quarterly Reports on Form 10- Q for the quarter ended September 30, 2001 separately filed by JCP&L, MetEd and Penelec). Investments and Guarantees: GPU had made significant investments in foreign businesses and facilities through its subsidiaries, GPU Electric and GPU Power. Although FirstEnergy will attempt to mitigate its future risks for these foreign investments, it will face additional risks inherent in operating in such locations, including foreign currency fluctuations. GPU Electric's subsidiary, GPU GasNet, is among the multiple defendants in a lawsuit in Australia seeking damages for losses due to natural gas supply delivery problems as a result of an explosion and fire in June 1999 at the Longford gas plant owned and operated by Esso. These losses occurred before GPU's acquisition of GPU GasNet from the State of Victoria and the claim of liability is based on the alleged transfer of liability as part of the purchase acquisition and certain indemnities provided by GPU GasNet in the Purchase Agreement. GPU GasNet has filed answers denying liability to the owner and operator of the plant, the State of Victoria, Australia and Transmission Pipelines Australia, which could be material. GPU GasNet has notified its insurance carriers of this action. The insurers notified GPU GasNet that they have formed the preliminary view that GPU GasNet is not entitled to coverage under the liability policy. GPU GasNet believes that it is entitled to coverage, and discussions with the insurers are continuing. There can be no assurance as to the outcome of this matter. GPU Electric, through its subsidiary, Midlands, has a 40% equity interest in a 586 MW power project in Pakistan (the Uch Power Project), which commenced commercial operations in October 2000. GPU's investment in this project as of September 30, 2001 was approximately $38 million, plus a guaranty letter of credit of $3.6 million, and its share of the projected completion costs represents an additional $4.8 million commitment. Cinergy (the former owner of 50% of Midlands Electricity plc) agreed to fund up to an aggregate of $20 million of the required capital contributions, for a period of one year from July 15, 1999, and "cash losses" which could be incurred on the Uch Power Project, for a period of up to ten years from July 15, 1999. Cinergy has reimbursed GPU Electric $4.9 million through September 30, 2001, leaving a remaining commitment for future cash losses of up to $15.1 million. There can be no assurance as to the outcome of this matter. In addition, Midlands has a 31% equity interest in a 478 megawatt power project in Turkey (the Trakya Power Project). Trakya is presently engaged in a foreign currency conversion issue with TEAS (the state owned electricity purchaser). A provision against the risk of non-recovery has been established on Midlands' books, in the amount of $15 million at September 30, 2001. The above commitments and contingencies for Midlands and GPU GasNet would transfer to the purchaser upon completion of the sales discussed in the Pending Divestitures section. EI Barranquilla, a wholly owned subsidiary of GPU Power, is an equity investor in Termobarranquilla S.A., Empresa de Servicios Publicos (TEBSA), which owns a Colombian independent power generation project. As of September 30, 2001, GPU Power has an investment of approximately $102.9 million in TEBSA and is committed, under certain circumstances, to make additional standby equity contributions of $21.3 million, which obligation GPU had guaranteed. The total outstanding senior debt of the TEBSA project is $330 million at September 30, 2001. The lenders include the Overseas Private Investment Corporation, US Export Import Bank (Ex- Im Bank) and a commercial bank syndicate. GPU had guaranteed the obligations of the operators of the TEBSA project, up to a maximum of $5.8 million (subject to escalation) under the project's operations and maintenance agreement. GPU believed that various events of default have occurred under the loan agreements relating to the TEBSA project. In addition, questions have been raised as to the accuracy and completeness of information provided to various parties to the project in connection with the project's formation. GPU had discussed and FirstEnergy will continue to discuss these issues and related matters with the project lenders, CORELCA, (the government owned Colombian electric utility with an ownership interest in the project) and the Government of Colombia. In July 2001, the Controller of Colombia was quoted as saying that he considers many of the power purchase agreements entered into by CORELCA with various projects, including TEBSA, to be overpriced and that he considers it necessary, if circumstances permit, to seek to renegotiate such agreements. 4 Moreover, in September 2001, the DIAN (the Colombian national tax authority) presented TEBSA with a statement of charges alleging that certain lease payments made under the Lease Agreements with Los Amigos Leasing Company (an affiliate of GPU Power) violated Colombian foreign exchange regulations and were, therefore, subject to substantial penalties. The DIAN has calculated a statutory penalty amounting to approximately $200 million and has given TEBSA two months to respond to the statement of charges. TEBSA is continuing to review the DIAN's position and has been advised by its Colombian counsel that the DIAN's position is without substantial legal merit. TEBSA intends to submit a formal response to this statement of charges by November 19, 2001. There can be no assurance as to the outcome of these matters. 4 - REGULATORY MATTERS: In July 2000, the Public Utilities Commission of Ohio (PUCO) approved FirstEnergy's transition plan as modified by a settlement agreement with major parties to the transition plan, which it filed on behalf of its Ohio electric utility operating companies - OE, CEI and TE - under Ohio's new electric utility restructuring law. Major provisions of the settlement agreement included approval for recovery of transition costs in the amounts filed in the transition plan through no later than 2006 for OE, mid-2007 for TE and 2008 for CEI, except where a longer period of recovery is provided for in the settlement agreement. FirstEnergy also gives preferred access over FirstEnergy's subsidiaries to nonaffiliated marketers, brokers and aggregators to 1,120 megawatts of generation capacity through 2005 at established prices for sales to the Ohio operating companies' retail customers. The base electric rates for distribution service for OE, CEI and TE under their prior respective regulatory plans will be extended from December 31, 2005 through December 31, 2007. The transition rate credits for customers under their prior regulatory plans will also be extended through the Companies' respective transition cost recovery periods. The transition plan itemized, or unbundled, the current price of electricity into its component elements -- including generation, transmission, distribution and transition charges. As required by the PUCO's rules, FirstEnergy's transition plan also included its proposals on corporate separation of its regulated and unregulated operations, operational and technical support changes needed to accommodate customer choice, an education program to inform customers of their options under the law, and how FirstEnergy's transmission system will be operated to ensure access to all users. Customer prices are frozen through a five-year market development period (2001-2005), except for certain limited statutory exceptions including a 5% reduction in the price of generation for residential customers. Ohio's electric utility restructuring law allowed Ohio electric customers to select their generation suppliers beginning January 1, 2001. FirstEnergy's Ohio customers electing alternative suppliers receive an additional incentive applied to the shopping credit of 45% for residential customers, 30% for commercial customers and 15% for industrial customers. The amount of the incentive serves to reduce the amortization of transition costs during the market development period and will be recovered through the extension of the transition cost recovery periods. If the customer shopping goals established in the agreement are not achieved by the end of 2005, the transition cost recovery periods could be shortened for OE, CEI and TE to reduce recovery by as much as $500 million (OE-$250 million, CEI-$170 million and TE-$80 million), but any such adjustment would be computed on a class-by-class and pro-rata basis. 5 - NEW ACCOUNTING STANDARDS: On January 1, 2001, FirstEnergy adopted Statement of Financial Accounting Standards (SFAS) 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), as amended by SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of FASB Statement No. 133." The cumulative effect to January 1, 2001 was a charge of $8.5 million (net of $5.8 million of income taxes) or $.04 per share of common stock. The reported results of operations for the years ended December 31, 2000 and 1999 would not have been materially different if this accounting had been in effect during those years. FirstEnergy is exposed to financial risks resulting from the fluctuation of interest rates and commodity prices, including electricity, natural gas and coal. To manage the volatility relating to these exposures, FirstEnergy uses a variety of derivative instruments, including forward contracts, options, futures contracts and swaps. These derivatives are used principally for hedging purposes and to a lesser extent for trading purposes. FirstEnergy has a Risk Policy Committee comprised of executive officers, which exercises an independent risk oversight function to ensure compliance with corporate risk management policies and prudent risk management practices. 5 FirstEnergy uses derivatives to hedge the risk of commodity price and interest rate fluctuations. FirstEnergy's primary ongoing hedging activity involves cash flow hedges of electricity, natural gas and coal purchases. The maximum periods over which the variability of electricity, natural gas and coal cash flows are hedged are two, three and four years, respectively. Gains and losses from hedges of commodity price risks are included in net income when the underlying hedged commodities are delivered. FirstEnergy entered into interest rate derivative transactions during the first nine months of 2001 to hedge a portion of the anticipated interest payments on debt related to the GPU acquisition. Gains and losses from hedges of anticipated interest payments on acquisition debt will be included in net income over the periods that hedged interest payments are made - 5, 10 and 30 years. The current net deferred loss of $122.7 million included in Accumulated Other Comprehensive Loss (AOCL) as of September 30, 2001, as compared to the June 30, 2001 balance of $37.7 million in deferred losses, reflected a $100.9 million reduction related to current hedging activity and a $15.9 million increase in other activities during the quarter. Approximately $40.6 million (after tax) of the current deferred net loss on derivative instruments in AOCL is expected to be reclassified to earnings during the next twelve months as hedged transactions occur. However, the fair value of these derivative instruments will fluctuate from period to period based on various market factors and will generally be more than offset by the margin on related sales and revenues. For the quarter and year-to-date periods ended September 30, 2001, there were no effects to net income as a result of the discontinuance of a cash flow hedge, and the ineffective portion of derivative commodity contracts was not material. FirstEnergy engages in the trading of commodity derivatives and periodically experiences net open positions. FirstEnergy's risk management policies limit the exposure to market risk from open positions and require daily reporting to management of potential financial exposures. Derivatives classified as "normal-purchase/normal sale" (NPNS) transactions were documented and excluded from further treatment under SFAS 133. The Financial Accounting Standards Board (FASB) has not reached a final conclusion regarding the appropriate accounting treatment of certain types of energy contracts under SFAS 133. The FASB's final decision could affect those contracts considered eligible for the NPNS exception. The FASB approved SFAS 141, "Business Combinations," and SFAS 142, "Goodwill and Other Intangible Assets," on June 29, 2001. These new standards are effective beginning July 1, 2001. SFAS 141 requires all business combinations initiated after June 30, 2001, to be accounted for using purchase accounting. The provisions of the new standard relating to the determination of goodwill and other intangible assets have been applied to the GPU acquisition, is being accounted for by the purchase method, and will not materially affect the accounting for this transaction. Under SFAS 142, amortization of existing goodwill by FirstEnergy will cease on January 1, 2002. Instead, goodwill will be tested for impairment at least on an annual basis, and no impairment of goodwill is anticipated as a result of the initial impairment review process. Currently, FirstEnergy amortizes about $57 million ($.25 per share of common stock) of goodwill annually. There will be no goodwill amortization in 2001 associated with the GPU acquisition under the provisions of the new standard. In July 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143 provides the accounting requirements for retirement obligations associated with tangible long-lived assets. SFAS 143 is effective for fiscal years beginning after June 15, 2002, with early adoption encouraged. FirstEnergy is currently assessing the new standard and has not yet determined the impact on its financial statements. In September 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of." The Statement also supersedes the accounting and reporting provisions of Accounting Principles Board (APB) Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS 144 is effective for fiscal years beginning after June 15, 2001, with early adoption encouraged. FirstEnergy is currently assessing the new standard and has not yet determined the impact on its financial statements. 6 - SEGMENT INFORMATION: FirstEnergy operates under the following reportable segments: regulated services, competitive services and other (primarily corporate support services). These business units reflect FirstEnergy's organizational changes to accommodate its retail strategy and the impact of moving the generation portion of its electricity services from the regulated segment to the competitive segment as reflected in its approved Ohio transition plan. These reportable segments are strategic businesses, which are managed and operated differently based on the degree of regulation, and the products and services offered. 6 The regulated services segment designs, constructs, operates and maintains FirstEnergy's regulated transmission and distribution systems. It also provides generation services to regulated franchise customers who have not chosen an alternative, competitive generation supplier. The regulated services segment obtains generation through power supply agreements with the competitive services segment. The competitive services segment includes all unregulated energy and energy-related services including commodity sales (both electricity and natural gas) in the retail and wholesale markets, marketing, generation, trading and sourcing of commodity requirements, as well as other competitive energy-application services. Competitive products are increasingly marketed to customers as bundled services. 7 2000 financial data are pro forma amounts to represent current year business segment organizations and operations. Financial data for these business segments are as follows: Segment Financial Information -----------------------------

8 FIRSTENERGY CORP. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

9 FIRSTENERGY CORP. CONSOLIDATED BALANCE SHEETS (Unaudited)

10 FIRSTENERGY CORP. CONSOLIDATED BALANCE SHEETS (Unaudited)

11 FIRSTENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

12 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To FirstEnergy Corp.: We have reviewed the accompanying consolidated balance sheet of FirstEnergy Corp. (an Ohio corporation) and subsidiaries as of September 30, 2001, and the related consolidated statements of income and cash flows for the three-month and nine-month periods ended September 30, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of FirstEnergy Corp. and subsidiaries as of December 31, 2000 (not presented herein), and, in our report dated February 16, 2001, we expressed an unqualified opinion on that statement. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2000, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. ARTHUR ANDERSEN LLP Cleveland, Ohio, November 12, 2001. 13 FIRSTENERGY CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations --------------------- Net income in the third quarter of 2001 increased by 18% to $234.1 million, compared to $198.2 million in the same period of 2000. Basic earnings per share of common stock were $1.07 ($1.06 diluted) in the third quarter of 2001, compared to $0.89 (basic and diluted) in the third quarter of 2000. During the first nine months of 2001, net income was $486.3 million before the cumulative effect of an accounting change, compared to $473.7 million for the same period of 2000. Basic earnings per share of common stock were $2.23 ($2.22 diluted) in the first nine months of 2001, compared to $2.12 (basic and diluted) in the first nine months of 2000. After the accounting change, net income in the first nine months of 2001 was $477.8 million or basic earnings per share of common stock of $2.19 ($2.18 diluted). The accounting change reflected the adoption of SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," on January 1, 2001, which resulted in an after-tax charge of $8.5 million ($0.04 per share of common stock). Revenues Total revenues increased by $60.0 million in the third quarter of 2001, and by $539.9 million during the nine-month period ended September 30, 2001, as compared to the same periods in 2000. FirstEnergy's competitive services business segment provided all of the revenue increase from higher wholesale electric sales in the third quarter of 2001, and combined with expanded gas sales, produced substantially all the increased revenues in the nine-month period. The sources of changes in revenues during the third quarter and first nine months of 2001, compared to the corresponding periods of 2000, are summarized in the following table: Sources of Revenue Changes -------------------------- Increase (Decrease) Three Nine Months Months ------ ------ (In millions) Electric Utilities (Regulated Services): Retail electric sales $ (7.8) $(70.7) Other revenues (17.9) (12.8) ------ ------ Total Electric Utilities (25.7) (83.5) ------ ------ Unregulated Businesses (Competitive Services): Retail electric sales (5.0) 3.2 Wholesale electric sales 121.0 316.3 Gas sales (29.5) 283.7 Other businesses (0.8) 20.2 ------ ------ Total Unregulated Businesses 85.7 623.4 ------ ------ Net Revenue Increase $ 60.0 $539.9 ====== ====== Electric Sales Revenues for the electric utilities decreased by $25.7 million in the third quarter and by $83.5 million in the first nine months of 2001, compared to the same periods in 2000, primarily due to lower sales of electric generation as a result of customer choice in Ohio. As a result of opening Ohio to competitive generation suppliers in 2001, sales of electric generation by other suppliers increased to 15.1% and 9.9% of total energy delivered in the third quarter and first nine months of 2001, respectively, compared to 0.3% and 0.7% in the corresponding periods of 2000. Implementation of a 5% reduction in generation charges for residential customers, as part of Ohio's electric utility restructuring implemented in 2001, also contributed to the reduction in electric sales revenues. This lower residential rate reduced electric sales revenues by approximately $17.5 million in the third quarter and by $38.8 million in the first nine months of 2001. Kilowatt-hour deliveries to franchise customers increased by 2.4% in the third quarter and 1.2% in the first nine months of 2001, compared to the same periods of 2000, primarily due to warmer than normal weather in the third quarter of 2001 after unusually mild weather in the third quarter of 2000. The warmer weather's effect on air-conditioning load contributed to a 13.3% increase in third quarter kilowatt-hour deliveries to residential customers compared to the 14 same quarter last year, accounting for most of the 6.2% year-to-date increase in residential sales compared to the same period last year. Reduced deliveries to industrial and commercial customers in both the third quarter and first nine months of 2001 compared to the same periods of 2000 reflects a softening in the national economy which has affected our regional economy. Other regulated electric revenues decreased by $17.9 million in the third quarter and by $12.8 million in the first nine months of 2001, compared to the same periods of 2000, due in large part to reduced interest income on investments and a decline in third quarter 2001 transmission revenues resulting from reduced customer reservation of transmission capacity. Retail kilowatt-hour sales for the FirstEnergy competitive services business segment increased by 27.1% in the third quarter and 12.3% in the first nine months of 2001, compared to the same periods of 2000. These increases resulted from expanding kilowatt-hour sales within Ohio as a result of retail customers switching to FirstEnergy's unregulated affiliate - FES, a wholly owned subsidiary, under Ohio's electricity choice program. The higher kilowatt-hour sales in Ohio were partially offset by lower sales in markets outside of Ohio as more customers returned to their local distribution companies. Expansion of competitive sales in Ohio as sales to higher-priced eastern markets declined contributed to an overall decline in third quarter competitive sales revenue and to a moderate increase in the first nine months of 2001, compared to the corresponding periods last year, despite the strong increases in competitive kilowatt-hour sales. Total electric generation sales increased by 8.1% in the third quarter and 9.6% in the first nine months of 2001 compared to the same periods last year. Sales to the wholesale market were the largest single factor contributing to this increase. Kilowatt-hour sales to wholesale customers more than doubled in the third quarter and first nine months of 2001, compared to the same periods of 2000. Those increases reflect FirstEnergy's enhanced position to take advantage of opportunities in the wholesale market in 2001, as well as nonaffiliated retail energy suppliers having access to 1,120 megawatts of FirstEnergy's generation capacity made available under its transition plan. As of September 30, 2001, over 1,060 megawatts of the 1,120 megawatt supply commitment had been secured by alternative suppliers. Changes in electric generation sales and kilowatt-hour deliveries in the third quarter and first nine months of 2001, compared to the same periods of 2000, are summarized in the following table: Changes in KWH Sales -------------------- Increase (Decrease) Three Nine Months Months ------ ------ Electric Generation Sales: Retail -- Regulated Services (12.8)% (8.2)% Competitive Services 27.1% 12.3% Wholesale 156.2% 153.9% ----- ----- Total Electric Generation Sales 8.1% 9.6% ===== ===== Distribution Deliveries: Residential 13.3% 6.2% Commercial and Industrial (1.9)% (0.7)% ----- ----- Total Retail Distribution Deliveries 2.4% 1.2% ===== ===== Other Sales Residential and small business customers in the service area of Dominion East Ohio, a nonaffiliated gas utility, began shopping among alternative gas suppliers last year as part of a customer choice program, with gas deliveries beginning November 1, 2000. FES took advantage of this opportunity to expand its customer base. The number of retail gas customers served by FES increased to approximately 155,000 by the end of the third quarter of 2001 from approximately 28,000 a year earlier. Total gas sales increased by $283.7 million in the first nine months from the same period last year. However, gas sales in the third quarter of 2001 were $29.5 million lower than the third quarter last year due to reduced prices and volumes sold to wholesale customers. The competitive services business segment's energy-related services contributed favorably to revenue growth in the first nine months of 2001 as compared to the same period of 2000. Revenues for FEFSG, a wholly owned subsidiary providing heating, ventilating, air-conditioning and other energy-related services, increased by $33.2 million or 8% in the first nine months of 2001 compared to the same period last year, reflecting growth in both construction and service contracts. However, in the third quarter slower economic growth in the U.S. resulted in delays and cancellation of FEFSG construction projects which reduced revenue growth to 3% compared to the same period last year. 15 Operating Expenses Fuel and purchased power costs increased slightly by $2.6 million in the third quarter of 2001 from the third quarter last year reflecting a $28.3 million increase in fuel expense offset by a $25.7 million decrease in purchased power costs. The higher third quarter fuel expense resulted from an increased mix of more expensive fossil generation resulting from reduced nuclear availability and a corresponding increase in coal and gas fired (peaking) generation. Coal prices were also higher in the third quarter of 2001 than the same period last year. The lower purchased power costs primarily reflected a reduction in the average cost for power. Fuel and purchased power costs increased by $76.7 million in the first nine months of 2001 from the same period last year due to $28.7 million of higher fuel costs and a $48.0 million increase in purchased power costs. The increase in fuel and purchased power costs for the first nine months of 2001 resulted principally from the higher fuel expense in the third quarter and higher purchased power costs in the first quarter of 2001, compared to the same periods last year. Additional requirements for purchased power coupled with higher prices resulted in the increase in purchased power costs in the first quarter of 2001. Purchased gas costs decreased by $19.3 million in the third quarter of 2001 from the same period last year primarily reflecting reduced requirements due to the lower sales to wholesale customers described above. In the first nine months of 2001, purchased gas costs almost doubled, increasing by $317.6 million from the corresponding period of 2000 due primarily to the expansion of FES's retail gas business. Other operating expenses increased by $91.6 million in the third quarter and by $255.3 million in the first nine months of 2001, compared to the same periods of 2000. The absence in 2001 of gains from the sale of emission allowances in 2000 ($37.9 million for the third quarter and $48.5 million for the nine-month period) and higher fossil operating expenses and employee benefit costs in 2001 contributed $60.0 million to the increase in other operating expenses in the third quarter and $151.2 million to the increase in the first nine months of 2001 from the corresponding periods last year. Nuclear operating expenses were $29.5 million higher in the third quarter of 2001 resulting from the timing of this year's refueling outage, which began earlier in the third quarter of 2001 than last year's refueling outage. Also, in the first nine months of 2001, a $94.3 million increase in operating costs from the competitive services business segment due to expanded operations contributed to the increase from the same period last year. An $8.7 million increase in fossil operating expenses in the third quarter and a $42.1 million increase in the first nine months of 2001, from the corresponding periods of 2000, were due principally to planned maintenance work to improve availability of fossil units. The increase was primarily related to work at the Mansfield generating plant in the third quarter of 2001 and at the Bay Shore, Eastlake and Mansfield generating plants in the first nine months of 2001. Pension costs increased by $7.4 million in the third quarter and by $44.0 million in the first nine months of 2001 from the corresponding periods last year. The increases were primarily due to lower returns on plan assets (due to significant market-related reductions in the value of plan assets), the completion of the 15-year amortization of OE's transition asset and changes to plan benefits. Health care benefit costs also increased by $6.0 million in the third quarter and by $16.6 million in the first nine months of 2001, compared to the same periods of 2000, principally due to an increase in the health care cost trend rate assumption for computing post-retirement health care benefit liabilities. Charges for depreciation and amortization decreased by $70.1 million in the third quarter and by $63.2 million in the first nine months of 2001 from the same periods last year. Approximately $61.2 million of the third quarter decrease and $55.5 million of the nine-month decrease resulted from lower incremental transition cost amortization under FirstEnergy's Ohio transition plan compared to accelerated cost recovery in connection with OE's prior rate plan. Transition cost accelerations (including related income tax amortization) totaled $80.9 million in the third quarter and $234.3 million in the first nine months of 2001, compared to cost accelerations under OE's rate plan and Penn's restructuring plan of $147.9 million in the third quarter and $291.9 million in the first nine months of 2000. The changes in depreciation and amortization for these periods also reflected deferrals for shopping incentives of $18.1 million in the third quarter and of $32.5 million in first nine months of 2001 (see Note 4), partially offset by increases associated with depreciation on recently completed combustion turbines. General taxes were $25.8 million lower in the third quarter and $93.2 million lower in the first nine months of 2001, compared to the corresponding periods of 2000, due to reduced property taxes and other state tax changes in connection with the Ohio electric industry restructuring. In addition, as a result of successfully resolving certain pending tax issues, a one-time benefit of $15 million was also recognized in the first nine months of 2001. Net Interest Charges Net interest charges continue to trend lower, decreasing by $7.1 million in the third quarter and by $29.1 million in the first nine months of 2001, compared to the same periods in 2000, primarily due to prior debt and preferred stock redemption and refinancing activities. During the first nine months of 2001, redemption and refinancing activities totaled $77.8 million and $117.4 million, respectively, and will result in annualized savings of $9.6 million. 16 GPU Business Combination ------------------------ The merger of FirstEnergy and GPU became effective on November 7, 2001 (see Note 3). The application to the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935 was approved on October 29, 2001. Under the application, FirstEnergy is acquiring all of the outstanding shares of GPU's common stock for approximately $4.5 billion in cash and FirstEnergy common stock. Approximately $7 billion of debt and preferred securities of GPU's former subsidiaries is still outstanding. The transaction is being accounted for by the purchase method. The combined company's principal electric utility operating companies include OE, CEI, TE, Penn and ATSI, as well as the former GPU electric utility operating companies - Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company, which serve customers in New Jersey and Pennsylvania. Capital Resources and Liquidity ------------------------------- As part of the recently approved merger with GPU, FirstEnergy is issuing 74 million additional shares of common stock. Financing for the merger has been arranged through a $4 billion bridge loan, with $2.2 billion used to pay the cash portion of the merger and $1.8 billion used primarily to refinance GPU's short-term debt. This bridge loan will be repaid by the proceeds of an underwritten public offering of $4 billion of unsecured notes of FirstEnergy which is expected to close on November 15, 2001. FirstEnergy and its subsidiaries have continuing cash needs for planned capital expenditures, maturing debt and preferred stock sinking fund requirements. During the last quarter of 2001, capital requirements for property additions and capital leases are expected to be about $240 million, including $33 million for nuclear fuel. FirstEnergy has additional cash requirements of approximately $109.0 million to meet sinking fund requirements for preferred stock and maturing long-term debt during the remainder of 2001. These cash requirements are expected to be satisfied from internal cash and/or short-term credit arrangements. In addition, the former GPU companies have cash needs for capital expenditures and maturing debt for the remainder of 2001, after the November 7th merger effective date, of approximately $80 million and $40 million, respectively. These cash requirements are expected to be satisfied from internal cash. During the first nine months of 2001, FirstEnergy repurchased 550,000 shares of its common stock at an average price of $27.82 per share. As of September 30, 2001, FirstEnergy had repurchased 13.1 million of the 15 million shares authorized by the Board of Directors under the three-year program which began in March 1999. As of September 30, 2001, FirstEnergy and its subsidiaries had about $175.6 million of cash and temporary investments and $814.5 million of short-term indebtedness. Available borrowings included $150.0 million from unused revolving lines of credit. As of September 30, 2001, the operating companies in the regulated services business segment (OE, CEI, TE and Penn) had the capability to issue $2.3 billion of additional first mortgage bonds on the basis of property additions and retired bonds. Based upon applicable earnings coverage tests and their respective charters, OE, Penn and TE could issue $2.2 billion of preferred stock (assuming no additional debt was issued) based on earnings through the third quarter of 2001. CEI has no restrictions on the issuance of preferred stock. Following approval of the merger by the New Jersey Board of Public Utilities (NJBPU) on September 26, 2001, Standard & Poor's and Moody's Investors Service (Moody's) adjusted FirstEnergy's credit ratings. Standard & Poor's assigned a BBB corporate credit rating to FirstEnergy and it operating utilities. It also raised the Senior Secured rate of FirstEnergy's operating companies to investment grade levels (from BB+ to BBB). The outlook on all the ratings is stable and reflects the outlook of the consolidated credit profile of FirstEnergy and GPU. Moody's assigned an issuer rating of Baa2 to FirstEnergy after the NJBPU approval. Following approval of the merger by the SEC on October 29, 2001, Moody's also upgraded CEI's and TE's Senior Secured rate from Baa3 to Baa2. Pending Divestitures -------------------- As a result of the GPU business combination, FirstEnergy acquired certain international business operations. On October 18, 2001, FirstEnergy and UtiliCorp United announced that UtiliCorp made an offer to FirstEnergy to purchase, with a financial partner, the former wholly-owned subsidiary of GPU, Avon Energy Partners Holdings, the holding company for Midlands Electricity plc, for a total purchase price of $2.1 billion, including the assumption of approximately $1.7 billion of debt. FirstEnergy accepted the offer upon completion of its merger with GPU. Completion of the sale is subject to the receipt by all parties of the applicable regulatory approvals. FirstEnergy and GPU also decided to sell another former subsidiary of GPU, GasNet Pty Ltd. (GasNet), a regulated natural gas transmission provider in Victoria, Australia. The GasNet Australia Trust was established to acquire new securities in GasNet and an associated trust. The Trust filed a prospectus for the public offer of 130,000,000 Units of the Trust at AUS$2.00 per Unit. The Trust will use the expected net proceeds from the offering of approximately AUS$260 million to acquire the new GasNet securities and will assume the associated trust's debt. The net proceeds will 17 then be used by GasNet to cancel and redeem all securities held by subsidiaries, previously wholly-owned by GPU and now by FirstEnergy, in GasNet and the associated trust. The prospectus expires on November 28,2002 and closing is expected to occur in mid-December. New Accounting Standards ------------------------ In July 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143 provides the accounting requirements for retirement obligations associated with tangible long-lived assets. SFAS 143 is effective for fiscal years beginning after June 15, 2002, with early adoption encouraged. FirstEnergy is currently assessing the new standard and has not yet determined the impact on its financial statements. In September 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Statement also supersedes the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS 144 is effective for fiscal years beginning after June 15, 2001, with early adoption encouraged. FirstEnergy is currently assessing the new standard and has not yet determined the impact on its financial statements. Market Risk - Commodity Prices ------------------------------ FirstEnergy is exposed to market risks due to fluctuations in electricity, natural gas, coal and oil prices. To manage the volatility relating to these exposures, FirstEnergy uses a variety of derivative instruments, including forward contracts, options, futures contracts and swaps. These derivatives are used principally for hedging purposes, and to a lesser extent, for trading purposes. Although FirstEnergy believes that the policies and procedures it has adopted are prudent, its financial position, results of operations or cash flow may be adversely affected by unanticipated fluctuations in the commodity prices for electricity, natural gas, coal, oil, or by the failure of contract counterparties to perform. 18 OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

19 OHIO EDISON COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)

20 OHIO EDISON COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)

21 OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

22 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Ohio Edison Company: We have reviewed the accompanying consolidated balance sheet of Ohio Edison Company (an Ohio corporation and wholly owned subsidiary of FirstEnergy Corp.) and subsidiaries as of September 30, 2001, and the related consolidated statements of income and cash flows for the three-month and nine-month periods ended September 30, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Ohio Edison Company and subsidiaries as of December 31, 2000 (not presented herein), and, in our report dated February 16, 2001, we expressed an unqualified opinion on that statement. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2000, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. ARTHUR ANDERSEN LLP Cleveland, Ohio, November 12, 2001. 23 OHIO EDISON COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Corporate Separation -------------------- Beginning in 2001, Ohio electric customers can select their generation suppliers as a result of legislation which restructured the electric utility industry. That legislation also required unbundling the price for electricity into its component elements -- including generation, transmission, distribution and transition charges. Also, Ohio utilities that offer both competitive and regulated retail electric services were required to implement a corporate separation plan approved by the PUCO -- one which provides a clear separation between regulated and competitive operations. In connection with FirstEnergy's transition plan, FirstEnergy separated its businesses into three distinct units -- a competitive services unit, a utility services unit and a corporate support services unit. OE and Penn (OE Companies) are included in the utility services unit which continues to deliver power to homes and businesses through their existing distribution systems and maintains the "provider of last resort" (PLR) obligation under their respective rate plans. As a result of the transition plan, FirstEnergy's electric utility operating companies (EUOC) entered into power supply agreements whereby FES purchases all of the EUOC nuclear generation, as well as generation from leased fossil generating facilities. FGCO, a wholly owned subsidiary of FES, leases fossil generating units owned by the EUOC. The EUOC are "full requirements" customers of FES to enable them to meet their PLR responsibilities in their respective service areas. OE continues to provide power directly to wholesale customers under previously negotiated contracts as well as to alternative energy suppliers as part of OE's market support generation of 560 megawatts (526 megawatts committed as of September 30, 2001). The effect on the OE Companies' reported results of operations during the third quarter and first nine months of 2001 from FirstEnergy's corporate separation plan and the OE Companies' sale of transmission assets to ATSI in September 2000, are summarized in the following tables:

Results of Operations --------------------- Excluding the effects shown in the tables above, operating revenues decreased by $46.3 million or 6.3% in the third quarter and by $103.0 million or 5.0% in the first nine months of 2001, compared to the same periods of 2000. The OE Companies' electric sales to retail customers decreased by $16.1 million in the third quarter and by $49.4 million in the first nine months of 2001, compared to the same periods of 2000 primarily due to lower sales of electric generation reflecting the effects of customer choice in Ohio. Sales of electric generation provided by other suppliers in the OE Companies' service area increased to 16.4% and 11.3% of total energy delivered in the third quarter and first nine months of 2001, respectively, compared to 0.7% and 1.5% in the corresponding periods of 2000. As part of Ohio's electric utility restructuring law, the implementation of a 5% reduction in generation charges for residential customers also contributed to the lower electric sales revenues. The lower residential rate reduced electric sales revenues by approximately $8.7 million in the third quarter and by $20.0 million in the first nine months of 2001. Electric sale revenues in the third quarter and year-to-date periods were also reduced, compared to the corresponding periods of 2000, by the absence of revenues associated with the low-income payment plan now administered by the Ohio Department of Development. Revenues from kilowatt-hour sales to wholesale customers (excluding the PSA sales to FES) declined by $17.3 million in the third quarter and by $41.9 million in the first nine months of 2001 from the same periods last year. Transmission revenues also declined in the third quarter and first nine months of 2001, compared to the same periods of 2000 but were offset in part by additional ATSI ground lease revenues. Kilowatt-hour deliveries to franchise customers increased by 3.0% in the third quarter of 2001 and by 0.9% in the first nine months of 2001 compared to the same periods of 2000 primarily due to warmer than normal weather in the third quarter of 2001 after an unusually mild period of weather in the third quarter of 2000. The warmer weather's effect on air-conditioning load contributed to a 12.3% increase in third quarter kilowatt-hour deliveries to residential customers compared to the same quarter last year, accounting for most of the 6.6% year-to-date increase in residential sales compared to the same period last year. Reduced deliveries to industrial and commercial customers in both the third quarter and first nine months of 2001, compared to the same periods of 2000, reflects a softening in the national economy which has affected the OE Companies' service area economy. Operating Expenses and Taxes Total operating expenses and taxes increased by $88.6 million in the third quarter and by $331.7 million in the first nine months of 2001, compared to the same periods of 2000, due to the effects shown in the preceding tables. Excluding these effects on operating expenses, fuel expense declined by $4.4 million in the third quarter and by $4.1 million in the first nine months of 2001, from the same periods last year. The decrease in fuel expense resulted from reduced nuclear generation in the third quarter of 2001 resulting from the timing of this year's refueling outage, which began earlier in the third quarter of 2001 than last year's refueling outage, and included a larger ownership share of 25 capacity, as well as several unplanned outages at the Perry Plant. Purchased power costs decreased by $17.3 million in the third quarter and by $50.9 million in the first nine months of 2001, compared to the same periods last year, reflecting principally all of the OE Companies' power requirements now being provided under the PSA (in the preceding tables) rather than from alternative sources. Nuclear operating costs increased by $34.4 million in the third quarter and by $19.0 million in the first nine months of 2001, compared to the corresponding periods of 2000. The increased costs resulted from the OE Companies' larger ownership share of refueling outage costs at Beaver Valley Unit 1 (100% owned) in the third quarter of 2001 compared to Beaver Valley Unit 2 (55.62% owned) in the same period of 2000. Also, the 2001 refueling outage began earlier than last year resulting in 21 additional days falling within the third quarter. Other operating expenses increased by $17.9 million in the third quarter and by $5.5 million in the first nine months of 2001, compared to the same periods of 2000. These increases resulted principally from the absence in 2001 of gains from the sale of emission allowances recognized in 2000, partially offset by reductions in low-income payment plan customer costs and lower storm damage costs. Excluding the effects shown in the preceding tables, charges for depreciation and amortization decreased by $87.0 million in the third quarter and by $108.0 million in the first nine months of 2001 from the same periods last year. Lower incremental transition cost amortization under OE's transition plan compared to the accelerated cost recovery in connection with OE's prior regulatory plan and new deferrals for shopping incentives were the principal factors accounting for this decrease. General taxes decreased by $13.1 million in the third quarter and by $59.5 million in the first nine months of 2001, compared to the same periods of 2000, primarily due to reduced property taxes and other state tax changes in connection with the Ohio electric industry restructuring. Also contributing to these reductions were the effects shown in the preceding tables and a one-time benefit of $15 million in the second quarter of 2001 as a result of successfully resolving certain pending tax issues. Net Interest Charges Net interest charges continued to trend lower, decreasing by $6.4 million in the third quarter and by $11.7 million in the first nine months of 2001, compared to the same periods in 2000, primarily due to prior debt redemption and refinancing activities. During the first nine months of 2001, debt redemption and refinancing activities totaled $15.0 million and $102.4 million, respectively, and will result in annualized savings of $3.7 million. As a result of initiating transfers of generation assets and related construction projects, including the West Lorain turbines, to FGCO under corporate separation, capitalized interest was reduced by approximately $2.3 million, with offsetting increases to other income from the interest income on the related notes receivable. Capital Resources and Liquidity ------------------------------ The OE Companies have continuing cash requirements for planned capital expenditures and maturing debt. During the last quarter of 2001, capital requirements for property additions and capital leases are expected to be about $46 million, including $14 million for nuclear fuel. The OE Companies also have sinking fund requirements for preferred stock and maturing long-term debt of $5.3 million during the remainder of 2001. These requirements are expected to be satisfied from internal cash and/or short-term credit arrangements. As of September 30, 2001, the OE Companies had about $262.7 million of cash and temporary investments and $380.3 million of short- term indebtedness. Their available borrowing capability included $150.0 million from unused revolving lines of credit and up to $2 million from bank facilities on a short-term basis at the banks' discretion. As of September 30, 2001, the OE Companies had the capability to issue up to $1.3 billion of additional first mortgage bonds on the basis of property additions and retired bonds. Under the earnings coverage tests contained in the OE Companies' charters, $2.0 billion of preferred stock (assuming no additional debt was issued) could be issued based on earnings through the third quarter of 2001. Following approval of the merger of FirstEnergy and GPU by the NJBPU on September 26, 2001, Standard & Poor's upgraded the OE Companies' corporate credit ratings from BB+ to BBB, OE's senior secured debt rating from BBB- to BBB and Penn's senior secured debt rating from BB+ to BBB. Ratings of junior securities were also upgraded to conform to typical rating relationships. The improved credit ratings should lower the cost of future borrowings. 26 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

27 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)

28 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)

29 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

30 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Cleveland Electric Illuminating Company: We have reviewed the accompanying consolidated balance sheet of The Cleveland Electric Illuminating Company (an Ohio corporation and wholly owned subsidiary of FirstEnergy Corp.) and subsidiary as of September 30, 2001, and the related consolidated statements of income and cash flows for the three-month and nine-month periods ended September 30, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of The Cleveland Electric Illuminating Company and subsidiary as of December 31, 2000 (not presented herein), and, in our report dated February 16, 2001, we expressed an unqualified opinion on that statement. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2000, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. ARTHUR ANDERSEN LLP Cleveland, Ohio, November 12, 2001. 31 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Corporate Separation -------------------- Beginning in 2001, Ohio electric customers can select their generation suppliers as a result of legislation which restructured the electric utility industry. That legislation also required unbundling the price for electricity into its component elements - including generation, transmission, distribution and transition charges. Also, Ohio utilities that offer both competitive and regulated retail electric services were required to implement a corporate separation plan approved by the PUCO -- one which provides a clear separation between regulated and competitive operations. In connection with FirstEnergy's transition plan, FirstEnergy separated its businesses into three distinct units -- a competitive services unit, a utility services unit and a corporate support services unit. CEI is included in the utility services unit which continues to deliver power to homes and businesses through its existing distribution system and maintains the PLR obligation under its rate plan. As a result of the transition plan, the EUOC entered into power supply agreements whereby FES purchases all of the EUOC nuclear generation, as well as generation from leased fossil generating facilities. FGCO, a wholly owned subsidiary of FES, leases fossil generating units owned by the EUOC. The EUOC are "full requirements" customers of FES to enable them to meet their PLR responsibilities in their respective service areas. CEI continues to provide power directly to wholesale customers under negotiated contracts as well as to alternative energy suppliers as part of CEI's market support generation of 400 megawatts (383 megawatts committed as of September 30, 2001). The effect on CEI's reported results of operations during the third quarter and first nine months of 2001 from FirstEnergy's corporate separation plan and CEI's sale of transmission assets to ATSI in September 2000, are summarized in the following tables:

Results of Operations --------------------- Excluding the effect shown in the tables above, operating revenues decreased by $25.7 million or 4.9% in the third quarter and by $91.8 million or 6.5% in the first nine months of 2001, compared to the same periods of 2000. CEI's electric sales to retail customers decreased by $1.0 million in the third quarter and by $30.2 million in the first nine months of 2001, compared with the same periods of 2000, primarily due to lower sales of electric generation reflecting the effects of customer choice in Ohio. Sales of electric generation provided by other suppliers in CEI's service area increased to 17.4% and 10.8% of total energy delivered in the third quarter and first nine months of 2001, respectively, with no energy delivered by alternative suppliers in the comparable periods of 2000. As part of Ohio's electric utility restructuring law, the implementation of a 5% reduction in generation charges for residential customers also contributed to the lower electric sales revenues. The lower residential rate reduced electric sales revenues by approximately $6.0 million in the third quarter and by $12.7 million in the first nine months of 2001. Electric sale revenues in the third quarter and year-to-date periods were also reduced, compared to the corresponding periods of 2000, by the absence of revenues associated with a low-income payment plan now administered by the Ohio Department of Development. Revenues from kilowatt-hour sales to wholesale customers (excluding the PSA sales to FES) declined by $20.9 million in the third quarter and by $53.3 million in the first nine months of 2001 from the same periods last year. Transmission revenues also declined in the third quarter and first nine months of 2001, compared to the same periods of 2000, but were offset in part by additional ATSI ground lease revenues. Kilowatt-hour deliveries to franchise customers increased by 0.5% in the third quarter of 2001 and by 0.6% in the first nine months of 2001 compared to the same periods of 2000 due to warmer than normal weather in the third quarter of 2001 after an unusually mild period of weather in the third quarter of 2000. The warmer weather's effect on air- conditioning load contributed to a 14.8% increase in third quarter kilowatt-hour deliveries to residential customers compared to the same quarter last year. The higher third quarter kilowatt-hour deliveries in 2001 accounted for all of the 4.4% year-to-date increase in residential sales compared to the same period last year. The increase in deliveries to residential customers in the third quarter of 2001 was substantially offset by a net decrease of 4.3% in sales to commercial and industrial customers that reflects a softening in the national economy which has affected CEI's service area economy. The decline in third quarter kilowatt-hour sales to commercial and industrial customers resulted in a year-to-date decline of 0.6% from the same period last year. Operating Expenses and Taxes Total operating expenses and taxes increased by $34.0 million in the third quarter and by $196.6 million in the first nine months of 2001, compared to the same periods of 2000, due to the effects shown in the preceding tables. Excluding these effects on operating expenses, fuel expense declined by $3.5 million in the third quarter and by $11.8 million in the first nine months of 2001 from the same periods last year. The lower fuel expense resulted from reduced 33 fossil and nuclear generation. Planned maintenance activities at the Mansfield Plant contributed to the reduced fossil generation while lower nuclear generation resulted from scheduled nuclear refueling outages and several unplanned outages at the Perry Plant. Purchased power costs decreased by $37.7 million in the third quarter and by $98.0 million in the first nine months of 2001, compared to the same periods last year, reflecting principally all of CEI's power requirements now being provided under the PSA (in the preceding tables) rather than from alternative sources. There were no planned nuclear refueling outages in the third quarter of 2001, resulting in a $4.3 million decrease in nuclear operating costs in the third quarter of 2001 from last year's third quarter. The third quarter of 2000 included the first eight days of a refueling outage at Beaver Valley Unit 2 (24.47% owned) which added outage-related costs to that period. In the first nine months of 2001 nuclear operating costs were $4.2 million lower than the same period last year due to the lower nuclear operating costs in the third quarter of 2001. Other operating costs increased by $3.3 million in the third quarter, compared to the same period of 2000. This increase resulted principally from the absence in 2001 of gains from the sale of emission allowances recognized in 2000, partially offset by reductions in low-income payment plan customer costs and decreased storm damage costs. Excluding the effects shown in the preceding tables, charges for depreciation and amortization were nearly unchanged in the third quarter and $2.5 million lower in the first nine months of 2001 from the same periods last year; new deferrals for shopping incentives offset incremental transition cost amortization under CEI's transition plan (see Note 4). General taxes decreased by $19.3 million in the third quarter and by $58.3 million in the first nine months of 2001, compared to the same periods of 2000, primarily due to reduced property taxes and other state tax changes associated with the Ohio electric industry restructuring. Other Income Excluding the effects shown in the preceding tables, other income decreased by $5.7 million in the first nine months of 2001 from the same period last year due to a reduction in interest income on investments and the absence in 2001 of supplier settlement income received in 2000. Net Interest Charges Net interest charges continued to trend lower, decreasing by $849,000 in the third quarter and by $9.4 million in the first nine months of 2001, compared to the same periods in 2000, primarily due to prior debt redemptions. During the first nine months of 2001, debt redemptions totaled $41.7 million and will result in annualized savings of $3.6 million. Capital Resources and Liquidity ------------------------------- CEI has continuing cash needs for planned capital expenditures and maturing debt. During the last quarter of 2001, capital requirements for property additions and capital leases are expected to be about $38 million, including $10 million for nuclear fuel. CEI also has sinking fund requirements for preferred stock and maturing long-term debt of $95.3 million during the remainder of 2001. These requirements are expected to be satisfied with internal cash and/or short-term credit arrangements. As of September 30, 2001, CEI had approximately $8.2 million of cash and temporary investments and $254.5 million of short-term indebtedness to associated companies. Under its first mortgage indenture, as of September 30, 2001, CEI had the capability to issue up to $568 million of additional first mortgage bonds on the basis of property additions and retired bonds. CEI has no restrictions on the issuance of preferred stock. Following approval of the merger of FirstEnergy and GPU by the NJBPU on September 26, 2001, Standard & Poor's upgraded CEI's credit ratings. Following a period of review and after the SEC's approval of the merger on October 29, 2001, Moody's also upgraded CEI's credit ratings. The improved credit ratings should lower the cost of future borrowings. The following table summarizes the changes: Credit Ratings Before and After Upgrade --------------------------------------- Before Upgrade After Upgrade -------------- ------------- Moody's Moody's Standard Investors Standard Investors & Poors Service & Poors Service -------- --------- -------- --------- Corporate/Issuer BB+ Ba1 BBB Baa3 Senior Secured Debt BB+ Baa3 BBB Baa2 Preferred Stock B+ Ba3 BB+ Ba2 34 THE TOLEDO EDISON COMPANY CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

35 THE TOLEDO EDISON COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)

36 THE TOLEDO EDISON COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)

37 THE TOLEDO EDISON COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

38 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Toledo Edison Company: We have reviewed the accompanying consolidated balance sheet of The Toledo Edison Company (an Ohio corporation and wholly owned subsidiary of FirstEnergy Corp.) and subsidiary as of September 30, 2001, and the related consolidated statements of income and cash flows for the three-month and nine-month periods ended September 30, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of The Toledo Edison Company and subsidiary as of December 31, 2000 (not presented herein), and, in our report dated February 16, 2001, we expressed an unqualified opinion on that statement. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2000, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. ARTHUR ANDERSEN LLP Cleveland, Ohio, November 12, 2001. 39 THE TOLEDO EDISON COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Corporate Separation -------------------- Beginning in 2001, Ohio electric customers can select their generation suppliers as a result of legislation which restructured the electric utility industry. That legislation also required unbundling the price for electricity into its component elements -- including generation, transmission, distribution and transition charges. Also, Ohio utilities that offer both competitive and regulated retail electric services were required to implement a corporate separation plan approved by the PUCO -- one which provides a clear separation between regulated and competitive operations. In connection with FirstEnergy's transition plan, FirstEnergy separated its businesses into three distinct units -- a competitive services unit, a utility services unit and a corporate support services unit. TE is included in the utility services unit which continues to deliver power to homes and businesses through its existing distribution system and maintains the PLR obligation under its rate plan. As a result of the transition plan, the EUOC entered into power supply agreements whereby FES purchases all of the EUOC nuclear generation, as well as generation from leased fossil generating facilities. FGCO, a wholly owned subsidiary of FES, leases fossil generating units owned by the EUOC. The EUOC are "full requirements" customers of FES to enable them to meet their PLR responsibilities in their respective service areas. TE continues to provide power directly to wholesale customers under previously negotiated contracts as well as to alternative energy suppliers as part of TE's market support generation of 160 megawatts (152 megawatts committed as of September 30, 2001). The effect on TE's reported results of operations during the third quarter and first nine months of 2001 from FirstEnergy's corporate separation plan and TE's sale of transmission assets to ATSI in September 2000, are summarized in the following tables:

Results of Operations --------------------- Excluding the effects shown in the tables above, operating revenues decreased by $4.9 million or 1.9% in the third quarter and $15.5 million or 2.2% in the first nine months of 2001, compared to the same periods of 2000. Revenues from kilowatt-hour sales to wholesale customers (excluding the PSA sales to FES) declined $7.6 million in the third quarter and $17.9 million in the first nine months of 2001 from the same periods last year. Transmission revenues also declined in the third quarter and first nine months of 2001, compared to the same periods of 2000, but were offset in part by additional ATSI ground lease revenues. TE's electric sales to retail customers increased by $10.1 million in the third quarter and by $11.1 million over the first nine months of 2001, compared to the same periods of 2000, benefiting from additional kilowatt-hour deliveries. The increase in retail electric sales occurred despite lower sales of electric generation reflecting the effects of customer choice in Ohio. Sales of electric generation provided by other suppliers in TE's service area increased to 7.6% and 4.9% of total energy delivered in the third quarter and first nine months of 2001, respectively, with no energy delivered by alternative suppliers in the comparable periods of 2000. As part of Ohio's electric utility restructuring law, the implementation of a 5% reduction in generation charges for residential customers also moderated the increase in electric sales revenues. This decreased electric retail sales by approximately $2.8 million in the third quarter and $6.1 million in the first nine months of 2001. The higher electric retail sales were also moderated by the absence of revenues associated with a low-income payment plan now administered by the Ohio Department of Development. Kilowatt-hour deliveries to franchise customers increased by 4.8% in the third quarter of 2001 and by 3.8% in the first nine months of 2001 compared to the same periods of 2000. Warmer than normal weather in the third quarter of 2001 after a mild period of weather in the third quarter of 2000 contributed to a 14.3% increase in residential kilowatt- hour deliveries in the third quarter of 2001 from the same period last year. The higher third quarter kilowatt-hour deliveries in 2001 contributed significantly to the 8.5% year-to-date increase in residential sales compared to the same period last year. Kilowatt-hour deliveries to commercial and industrial customers in TE's service area were also higher in the third quarter of 2001, increasing 1.8% from the same period last year, versus the 2.4% increase in the first nine months of 2001 from the corresponding period the previous year. Operating Expenses and Taxes Total operating expenses and taxes increased by $90.3 million in the third quarter and $188.0 million in the first nine months of 2001, compared to the same periods of 2000, due to the effects shown in the preceding tables. Excluding these effects on operating expenses, fuel expense declined by $1.1 million in the third quarter and by $4.6 million in the first nine months of 2001 from the same periods last year. The lower fuel expense primarily resulted from reduced fossil generation. Planned maintenance activities at the Mansfield Plant contributed to the reduced fossil 41 generation. Purchased power costs decreased by $7.1 million in the third quarter and by $33.8 million in the first nine months of 2001, compared to the corresponding periods of last year, reflecting principally all of TE's power requirements now being provided under the PSA (in the preceding tables) rather than from alternative sources. The timing of nuclear refueling outages and differing ownership percentages resulted in nuclear operating costs decreasing by $3.3 million in the third quarter and by $9.5 million in the first nine months of 2001, as compared to the same periods last year. TE's only nuclear refueling outage in 2001 occurred at the Perry Plant (19.91% owned) in the first quarter of 2001 while two refueling outages occurred in 2000 -- at the Davis Besse Plant (48.62% owned) in the second quarter and at Beaver Valley Unit 2 (19.91% owned) beginning in the third quarter. Other operating costs increased by $16.3 million in the third quarter and by $11.6 million in the first nine months of 2001, compared to the same periods of 2000. These increases resulted principally from the absence in 2001 of gains from the sale of emission allowances recognized in 2000, partially offset by reductions in low- income payment plan customer costs and decreased storm damage costs. Excluding the effects shown in the preceding tables, charges for depreciation and amortization increased $4.9 million in the third quarter and $16.2 million in the first nine months of 2001 from the same periods last year due to incremental transition cost amortization under TE's transition plan, partially offset by new deferrals for shopping incentives (see Note 4). General taxes decreased by $9.9 million in the third quarter and by $25.0 million in the first nine months of 2001, compared to the same periods of 2000, primarily due to reduced property taxes and other state tax changes associated with the Ohio electric industry restructuring. Net Interest Charges Net interest charges continued to trend lower, decreasing by $1.5 million in the third quarter and by $5.3 million in the first nine months of 2001, compared to the same periods in 2000, due to prior debt redemption and refinancing activities, as well as reduced notes payable to associated companies. During the first nine months of 2001, debt redemptions totaled $21.0 million and will result in annualized savings of $2.0 million. Capital Resources and Liquidity ------------------------------- TE has continuing cash needs for planned capital expenditures and maturing debt. During the last quarter of 2001, capital requirements for property additions and capital leases are expected to be about $37 million, including $8 million for nuclear fuel. TE also has maturing long- term debt of $8.4 million during the remainder of 2001. These cash requirements are expected to be satisfied with internal cash and/or short- term credit arrangements. As of September 30, 2001, TE had approximately $40.3 million of cash and temporary investments and no short-term indebtedness. Under its first mortgage indenture, as of September 30, 2001, TE had the capability to issue up to $394 million of additional first mortgage bonds on the basis of property additions and retired bonds. Under the earnings coverage test contained in the TE charter, $228 million of preferred stock (assuming no additional debt was issued) could be issued based on earnings through the third quarter of 2001. Following approval of the merger of FirstEnergy and GPU by the NJBPU on September 26, 2001, Standard & Poor's upgraded TE's credit ratings. Following a period of review and after the SEC's approval of the merger on October 29, 2001, Moody's Investors Service also upgraded TE's credit ratings. The improved credit ratings should lower the cost of future borrowings. The following table summarizes the changes: Credit Ratings Before and After Upgrade ---------------------------------------

42 PENNSYLVANIA POWER COMPANY STATEMENTS OF INCOME (Unaudited)

43 PENNSYLVANIA POWER COMPANY BALANCE SHEETS (Unaudited)

44 PENNSYLVANIA POWER COMPANY BALANCE SHEETS (Unaudited)

45 PENNSYLVANIA POWER COMPANY STATEMENTS OF CASH FLOWS (Unaudited)

46 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Pennsylvania Power Company: We have reviewed the accompanying balance sheet of Pennsylvania Power Company (a Pennsylvania corporation and wholly owned subsidiary of Ohio Edison Company) as of September 30, 2001, and the related statements of income and cash flows for the three-month and nine-month periods ended September 30, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the balance sheet of Pennsylvania Power Company as of December 31, 2000 (not presented herein), and, in our report dated February 16, 2001, we expressed an unqualified opinion on that statement. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2000, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. ARTHUR ANDERSEN LLP Cleveland, Ohio, November 12, 2001. 47 PENNSYLVANIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Corporate Separation -------------------- In connection with FirstEnergy's Ohio transition plan, FirstEnergy separated its businesses into three distinct units -- a competitive services unit, a utility services unit and a corporate support services unit. Penn is included in the utility services unit which continues to deliver power to homes and businesses through its existing distribution system and maintains the PLR obligation under its rate plan. The EUOC have entered into power supply agreements whereby FES purchases all of the EUOC nuclear generation, as well as generation from leased fossil generating facilities. FGCO, a wholly owned subsidiary of FES, leases fossil generating units owned by the EUOC. The EUOC are "full requirements" customers of FES to enable them to meet their PLR responsibilities in their respective service areas. The effect on Penn's reported results of operations during the third quarter and first nine months of 2001 from FirstEnergy's corporate separation plan and Penn's sale of transmission assets to ATSI in September 2000, are summarized in the following tables:

Results of Operations --------------------- Excluding the effects shown in the tables above, operating revenues decreased by $19.1 million or 18.6% in the third quarter and by $34.1 million or 12.2% in the first nine months of 2001, compared to the same periods of 2000. Revenues from kilowatt-hour sales to wholesale customers (excluding the PSA sales to FES) declined by $17.2 million in the third quarter and by $38.1 million in the first nine months of 2001 from the same periods last year. Penn's electric sales to retail customers increased by $0.9 million in the third quarter and by $6.0 million in the first nine months of 2001, compared to the same periods of 2000 due to the return of customers previously served by alternative generation suppliers, which resulted in increased electric generation revenues. Kilowatt-hours delivered to franchise customers through Penn's distribution system were 2.0% lower in the third quarter of 2001, compared to the same period of 2000, resulting from a 5.7% decrease in deliveries to commercial and industrial customers that reflects a softening in the national economy which has affected Penn's service area economy. Kilowatt- hour deliveries to residential customers increased 6.0% due to more normal weather in the third quarter of 2001 after an unusually mild period of weather in the third quarter of 2000. The higher third quarter kilowatt- hour deliveries to residential customers in 2001 contributed to the 5.1% year-to-date increase in residential sales compared to the same period last year. The decline in third quarter kilowatt-hour sales to commercial and industrial customers accounted for all of the 0.8% decline in kilowatt-hour sales to those business customers in the first nine months of 2001 from the same period last year. Operating Expenses and Taxes Total operating expenses and taxes increased by $35.8 million in the third quarter and by $78.7 million in the first nine months of 2001, compared to the same periods of 2000, due in part to the effects shown in the preceding tables. Excluding these effects on operating expenses, fuel expense decreased $2.1 million in the third quarter and remained relatively unchanged for the first nine months of 2001, compared to the same periods last year. The lower third quarter fuel expense resulted from the timing of this year's nuclear refueling outage and a larger ownership share of capacity in the outage. Purchased power costs were unchanged in the third quarter and decreased by $8.6 million in the first nine months of 2001, compared to the same periods of last year, reflecting principally all of Penn's power requirements now being provided under the PSA (in the preceding tables) rather than alternative sources. Nuclear operating costs increased by $25.4 million in the third quarter of 2001 compared to the same quarter last year. The increased costs primarily resulted from Penn's larger ownership share (65.00%) of a scheduled Beaver Valley Unit 1 refueling outage in the third quarter of 2001 compared to its 13.74% ownership share in the Beaver Valley Unit 2 refueling outage in the same period last year. Also, the 2001 refueling outage began earlier than last year's resulting in 21 additional outage days falling within the third quarter. Over the first nine months of 2001 nuclear operating 49 costs decreased by $2.0 million compared to the same period last year. Other operating expenses increased by $5.7 million in the third quarter and by $4.0 million in the first nine months of 2001 from the corresponding periods in 2000 due to the absence in 2001 of gains from the sale of emission allowances recognized in 2000 which were partially offset by lower storm damage costs. Excluding the effects shown in the preceding tables, charges for depreciation and amortization increased by $2.8 million in the first nine months of 2001 from the same period last year. The increase primarily resulted from the absence this year of an adjustment made to decommissioning costs in the second quarter of 2000. General taxes decreased by $2.0 million in the third quarter and by $9.6 million in the first nine months of 2001, compared to the same periods of 2000, primarily due to reduced property taxes associated with the Ohio electric industry restructuring and a one-time benefit of $3 million in the second quarter of 2001 resulting from successfully resolving certain pending tax issues. Net Interest Charges Net interest charges continued to trend lower, decreasing by $735,000 in the third quarter and by $1.5 million in the first nine months of 2001, compared to the same periods in 2000, due to prior debt redemption and refinancing activities. During the first nine months of 2001, debt refinancing totaled $32.9 million and will result in annualized savings of $777,000. Capital Resources and Liquidity ------------------------------- Penn has continuing cash requirements for planned capital expenditures and maturing debt. During the last quarter of 2001, capital requirements for property additions and capital leases are expected to be about $16 million, including $6 million for nuclear fuel. Penn also has maturing long-term debt of $487,000 during the remainder of 2001. These cash requirements are expected to be satisfied from internal cash and/or short-term credit arrangements. As of September 30, 2001, Penn had about $61.4 million of cash and temporary investments and no short-term indebtedness. Also, Penn had $2.0 million available from an unused bank facility as of September 30, 2001, which may be borrowed for up to several days at the bank's discretion. Under its first mortgage indenture, as of September 30, 2001, Penn had the capability to issue up to $291 million of additional first mortgage bonds on the basis of property additions and retired bonds. Under the earnings coverage test contained in Penn's charter, $189 million of preferred stock (assuming no additional debt was issued) could be issued based on earnings through the third quarter of 2001. Following approval of the merger of FirstEnergy and GPU by the NJBPU on September 26, 2001, Standard & Poor's upgraded Penn's corporate credit rating and senior secured debt rating from BB+ to BBB. Ratings of junior securities were also upgraded to conform to typical rating relationships. The improved credit ratings should lower the cost of future borrowings. GPU Business Combination Settlement Agreement --------------------------------------------- Upon consummation of the FirstEnergy and GPU merger, the PPUC- approved settlement agreement became effective, including a provision extending Penn's current distribution rates to December 31, 2007. In July 2001, several parties appealed the PPUC's decision to the Pennsylvania Commonwealth Court which heard argument on the appeal on November 7, 2001. 50 PART II. OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K --------------------------------- (a) Exhibits Exhibit Number ------- FirstEnergy, OE, CEI and Penn ----------------------------- 15 Letter from independent public accountants. TE -- None Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, neither FirstEnergy, OE, CEI, TE nor Penn has filed as an exhibit to this Form 10-Q any instrument with respect to long-term debt if the respective total amount of securities authorized thereunder does not exceed 10% of their respective total assets of FirstEnergy and its subsidiaries on a consolidated basis, or respectively, OE, CEI, TE or Penn, but hereby agrees to furnish to the Commission on request any such documents. (b) Reports on Form 8-K FirstEnergy ----------- Three reports on Form 8-K were filed since June 30, 2001. A report dated October 18, 2001 reported that UtiliCorp United had made an offer to FirstEnergy Corp. to purchase a GPU, Inc. foreign subsidiary pending completion of FirstEnergy's merger with GPU. A report dated October 30, 2001 reported that the Securities and Exchange Commission approved the merger of FirstEnergy and GPU. A report dated November 7, 2001 reported that the merger of FirstEnergy and GPU was effective November 7, 2001. OE, CEI, TE and Penn -------------------- None 51 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. November 13, 2001 FIRSTENERGY CORP. ----------------- Registrant OHIO EDISON COMPANY ------------------- Registrant THE CLEVELAND ELECTRIC ---------------------- ILLUMINATING COMPANY -------------------- Registrant THE TOLEDO EDISON COMPANY ------------------------- Registrant PENNSYLVANIA POWER COMPANY -------------------------- Registrant /s/ Harvey L. Wagner ---------------------------------- Harvey L. Wagner Vice President and Controller Principal Accounting Officer 52

PENNSYLVANIA POWER CO 10-Q