U-3A-2 1 indians.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM U-3A-2 Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the Provisions of the Public Utility Holding Company Act of 1935 To Be Filed Annually Prior to March 1 FIRSTENERGY CORP. hereby files with the Securities and Exchange Commission (Commission), pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. FirstEnergy was organized under Ohio law in 1996 and became a holding company after the merger of Ohio Edison and Centerior Energy Corporation in November 1997. The principal executive offices of FirstEnergy are located in Akron, Ohio. FirstEnergy owns all of the issued and outstanding voting securities of the following thirteen direct active subsidiaries: American Transmission Systems, Incorporated ("ATSI"); Ohio Edison Company ("Ohio Edison"); The Cleveland Electric Illuminating Company ("Cleveland Electric"); The Toledo Edison Company ("Toledo Edison"); FirstEnergy Properties, Inc. ("FirstEnergy Properties"); FirstEnergy Ventures Corp. ("FirstEnergy Ventures"); FirstEnergy Securities Transfer Company ("FirstEnergy Transfer"); FirstEnergy Facilities Services Group, LLC ("FirstEnergy Facilities"); MARBEL Energy Corporation ("MARBEL"); FirstEnergy Services Corp. ("FirstEnergy Services"); FE Acquisition Corp. ("FE Acquisition"); FirstEnergy Nuclear Operating Company ("FirstEnergy Nuclear"); and FELHC, Inc. ("FELHC"); and all of the issued and outstanding voting securities of the following two direct inactive subsidiaries: Centerior Service Company ("Centerior Service"), and FE Holdings, L.L.C. ("FE Holdings"). Unless otherwise noted, all these subsidiaries are incorporated in the State of Ohio and have their principal offices in Akron, Ohio. OHIO EDISON ----------- Ohio Edison was organized in 1930 and is both a public utility and a public utility holding company which is exempt from regulation by the Commission under the 1935 Act (except for Section 9(a)(2) thereof) because it is predominantly a public utility company whose operations as such do not extend beyond the State of Ohio and contiguous states. See Ohio Edison Company, Holding Co. Act Release No. 21019 (April 26, 1979). Ohio Edison engages in the generation, distribution and sale of electric energy to approximately 992,000 customers within a 7,500 square-mile area of central and northeastern Ohio. Ohio Edison also has ownership interests in certain generating facilities located in the Commonwealth of Pennsylvania. Ohio Edison also engages in the sale, purchase and interchange of electric energy with other electric companies. During the twelve months ended December 31, 2000, the principal source of Ohio Edison's operating revenues was derived from the sale of electricity. - 1 - OHIO EDISON SUBSIDIARIES - PENNSYLVANIA POWER COMPANY ----------------------------------------------------- Ohio Edison owns all of the Common Stock of Pennsylvania Power Company ("Penn Power"). Penn Power was organized under the laws of the Commonwealth of Pennsylvania in 1930 and owns property and does business as an electric public utility in that state. Penn Power is also authorized to do business and owns property in the State of Ohio. Penn Power furnishes electric service primarily to 138,000 customers in a 1,500 square mile area of western Pennsylvania. During the twelve months ended December 31, 2000, the principal source of Penn Power's operating revenues was derived from the distribution and sale of electricity. OVEC and IKEC ------------- Ohio Edison owns directly 16.5% of the Common Stock of Ohio Valley Electric Corporation (OVEC), an Ohio corporation. Similarly, Toledo Edison owns directly 4% of the Common Stock of OVEC, resulting in an indirect ownership of 20.5% of OVEC by FirstEnergy. OVEC, in turn, owns all of the Common Stock of Indiana-Kentucky Electric Corporation (IKEC). OVEC is a public utility company organized in 1952. On the same date, IKEC was organized under the laws of Indiana. The two companies were formed by 15 independent investor-owned public utilities (including Ohio Edison, Penn Power, and Toledo Edison), furnishing electric service in the Ohio River Valley for the purpose of providing the large electric power requirements projected for the major uranium enrichment complex near Portsmouth, Ohio, then being built by the Atomic Energy Commission, the predecessor to the Department of Energy (DOE). OHIO EDISON SUBSIDIARIES - OTHER -------------------------------- In addition, Ohio Edison has seven other wholly owned subsidiaries organized, unless otherwise noted, under Ohio law: (i) OES Capital, Incorporated, reorganized in December 1999 under Delaware law; (ii) OES Fuel, Incorporated; (iii) OES Finance, Incorporated; (iv) Ohio Edison Financing Trust, organized under Delaware law;(1) (v)Ohio Edison Financing Trust II, organized under Delaware law; (vi) OES Nuclear, Incorporated; and (vii) OES Ventures, Incorporated ("OES Ventures"). These subsidiaries manage and finance nuclear fuel for Ohio Edison and Penn Power, finance certain electric accounts receivable, provide structures for investment in energy-related projects and the raising of capital by Ohio Edison, finance and manage business opportunities not directly related to the provision of electric service, or provide other energy-related products and services. OES Ventures has a 49% beneficial interest in the PNBV Capital Trust, a business trust organized under Delaware law to facilitate the acquisition of lease obligation bonds relating to Ohio Edison's sale and leaseback of individual interests in Beaver Valley Nuclear Power Station Unit No. 2 and Perry Nuclear Power Plant Unit No. 1 and the resultant reduction in effective cost to Ohio Edison under those leases. Finally, Ohio Edison has a 49% interest in FirstEnergy Engineering, Incorporated, a corporation that provides engineering services at cost as a subcontractor on construction projects undertaken by Ohio Edison for third parties. Other than Penn Power, these subsidiaries do not, individually or in the aggregate, have a material effect on the consolidated financial statements of Ohio Edison. CLEVELAND ELECTRIC ------------------ Cleveland Electric was organized in 1892 and is a public utility engaged primarily in the generation, distribution and sale of electric energy to an area of approximately 1,700 square miles in northeastern Ohio, including the City of Cleveland. It has one subsidiary, Centerior Funding Corporation. Cleveland Electric also has ownership interests in certain generating facilities located in the Commonwealth of Pennsylvania. Cleveland Electric also engages in the sale, purchase and interchange of electric energy with other electric companies. During the twelve months ended December 31, 2000, the principal source of Cleveland Electric's operating revenues was derived from the sale of electricity. --------------------- 1 Ohio Edison Financing Trust II is inactive. - 2 - CENTERIOR FUNDING CORPORATION ----------------------------- Centerior Funding Corporation is a Delaware corporation organized in 1996 that finances accounts receivable. TOLEDO EDISON ------------- Toledo Edison was organized in 1901 and is a public utility engaged primarily in the generation, distribution and sale of electric energy to an area of approximately 2,500 square miles in northwestern Ohio, including the City of Toledo. It has one subsidiary, The Toledo Edison Capital Corporation. Toledo Edison also has ownership interests in certain generating facilities located in the Commonwealth of Pennsylvania. Toledo Edison also engages in the sale, purchase and interchange of electric energy with other electric companies. During the twelve months ended December 31, 2000, the principal source of Toledo Edison's operating revenues was derived from the sale of electricity. THE TOLEDO EDISON CAPITAL CORPORATION ------------------------------------- The Toledo Edison Capital Corporation is a Delaware corporation organized in 1997 which makes equity investments in Delaware business trusts which hold lessor debt instruments issued in connection with Cleveland Electric's and Toledo Edison's sale and leaseback of interests in the Bruce Mansfield Plant. AMERICAN TRANSMISSION SYSTEMS, INCORPORATED ------------------------------------------- ATSI was organized under Ohio law in 1998. ATSI is a "public- utility company" as defined in the Act. ATSI acquired certain transmission assets on September 1, 2000, from the FirstEnergy Companies. ATSI owns and operates certain major, high-voltage transmission facilities, which consist of approximately 7,100 circuit miles of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV. There are 37 interconnections with six neighboring control areas. ATSI's transmission system offers gateways into the East via high capacity ties with Pennsylvania-New Jersey-Maryland Interconnection LLC ("PJM") through Penelec, Duquesne Light Company and Allegheny Energy, Inc. ("Allegheny Energy"), into the north through multiple 345 kV high- capacity ties with Michigan Electric Coordination Systems ("MECS"), and into the South through ties with American Electric Power Company, Inc. ("AEP") and Dayton Power & Light Company ("Dayton Power"). In addition, ATSI is the control area operator for the FirstEnergy system. ATSI plans, operates and maintains the transmission system in accordance with the requirements of the North American Electric Reliability Council and applicable regulatory agencies to ensure reliable service to FirstEnergy's customers. FIRSTENERGY PROPERTIES, INC. ---------------------------- FirstEnergy Properties, Inc. was organized in 1929 and primarily manages non-residential real estate. It has one subsidiary, BSG Properties, Inc., organized in 1996 that manages one parcel of real property. FIRSTENERGY VENTURES CORP. -------------------------- FirstEnergy Ventures was organized in 1971. Its principal business involves the ownership of stock investments in certain unregulated enterprises and business ventures. It has eight subsidiaries organized under Ohio law: (i) Centerior Power Enterprises, Inc., which will be dissolved upon the planned cancellation of a contract which required it (together with CPICOR Management LLC, a non-affiliate) to implement a Department of Energy clean coal project; (ii) Centerior Energy Services, Inc., which provides various energy consulting services related to energy management and procurement under the registered trade name "The E Group"; (iii) Advanced Technologies Development Corp., which owns fiber optics - 3 - cables, communications towers and electronics for cell siting operations, as well as some proprietary software for telecommunications services; (iv) Centerior Communications Holdings, Inc., which holds an equity investment in Fiber Venture Equity, Inc. ("Fiber Venture")(2); (v) Bay Shore Power Company, which will own and operate a petroleum coke disposal facility that will provide steam to a FirstEnergy Generation Corp. generating unit and a nonaffiliated refinery; (vi) FirstEnergy Fuel Marketing Company, which provides products and services to electricity generators and industrial fuel suppliers, including logistics services, contract administration, inventory management and fuel blending; (vii) FirstEnergy Telecommunications Corp., which will be a competitive telecommunications services provider offering services only in the regulated activities area and which has applied for approval to operate as a public utility within the definition of "utilities" in the State of Ohio and has "exempt telecommunications company" ("ETC") status with the Federal Communications Commission ("FCC"); and (viii) Warrenton River Terminal, Ltd., which owns facilities for the transloading of bulk materials on the Ohio River, including coal and fertilizer. FirstEnergy Ventures is also part owner of two Ohio limited liability companies: Eastroc Technologies, LLC ("Eastroc Technologies") and Engineered Processes, Ltd. ("Engineered Processes"), which own or apply technologies for the production of gypsum products. FIRSTENERGY SECURITIES TRANSFER COMPANY --------------------------------------- FirstEnergy Securities Transfer Company is an Ohio corporation organized in 1997 to act as transfer agent and registrar for the securities of FirstEnergy and its direct and indirect subsidiaries. It does not act as a transfer agent or registrar for nonaffiliated companies. FIRSTENERGY FACILITIES SERVICES GROUP, LLC ------------------------------------------ FirstEnergy Facilities is the parent company of eleven direct subsidiaries serving a diverse group of regional and national customers, providing mechanical contracting, facilities management and energy management services. These subsidiaries are: (i) Ancoma, Inc. of Rochester New York (a New York corporation); (ii) Colonial Mechanical Corporation of Richmond, Virginia (a Virginia corporation); (iii) Webb Technologies, Inc. of Norfolk, Virginia (a Virginia corporation); (iv) Dunbar Mechanical, Inc. of Toledo, Ohio (an Ohio corporation); (v) Edwards Electrical & Mechanical, Inc. of Indianapolis, Indiana (an Indiana corporation); (vi) Elliott-Lewis Corporation ("Elliot-Lewis") of Philadelphia, Pennsylvania (a Pennsylvania corporation)(3); (vii) L.H. Cranston and Sons, Inc. of Timonium, Maryland (a Maryland corporation); (viii) Roth Bros., Inc. of Youngstown, Ohio (an Ohio corporation); (ix) The Hattenbach Company of Cleveland, Ohio (an Ohio corporation); (x) R. P. C. Mechanical, Inc. of Cincinnati, Ohio (an Ohio corporation); and (xi) Spectrum Controls Systems, Inc. of Cincinnati, Ohio (an Ohio corporation). MARBEL ENERGY CORPORATION ------------------------- MARBEL is a natural gas pipeline company. MARBEL owns interests in more than 1,800 gas and oil wells and holds interests in more than 200,000 undeveloped acres in eastern and central Ohio. MARBEL's subsidiaries include Northeast Ohio Operating Companies, Inc. ("NOOCI"), a holding company, and Marbel Holdco, Inc. ("Marbel Holdco"). Marbel Holdco holds FirstEnergy's 50% ownership in Great Lakes Energy Partners, LLC ("Great Lakes"). Great Lakes is an oil and gas exploration and production company in a joint venture with Range Resources Corporation and holds a majority of its assets in the Appalachian Basin, including more than 7,700 oil and natural gas wells, drilling rights on nearly 1 million acres, proven resources of 450 billion cubic feet equivalent of natural gas and oil, and 5,000 miles of pipeline. Great Lakes also owns intrastate gas pipelines and a small interstate pipeline between Ohio and West Virginia. ----------------- 2 Fiber Venture owns a 6.5% interest in America's Fiber Network, LLC ("AFN"). AFN is a super-regional fiber optics joint venture of six energy and telecommunications companies initially offering 7,000 route miles of high-speed fiber connecting major markets in the eastern and central United States. 3 Elliot-Lewis owns all of the issued and outstanding stock of A.A. Duckett, Inc., Sautter Crane Rental, Inc., E-L Enterprises, Inc., R. L. Anderson, Inc., and Modern Air Conditioning, Inc. - 4 - NOOCI owns all of the issued and outstanding shares of Northeast Ohio Natural Gas Corporation ("NONGC"). In addition, NOOCI is the contracting party to two large gas supply agreements with 2000 revenues in excess of $7.5 million. NONGC provides gas distribution and transportation service to approximately 5,000 customers located in 10 counties in central and northeast Ohio. It owns and operates approximately 420 miles of distribution and transportation pipeline. FIRSTENERGY SERVICES CORP. -------------------------- FirstEnergy Services Corp. offers energy-related products and services in unregulated gas and electricity markets. FirstEnergy Services has two wholly owned subsidiaries, Penn Power Energy, Inc. ("Penn Power Energy") and FirstEnergy Generation Corp. ("GenCo"). Penn Power Energy provides electric generation services and other energy services to Pennsylvania customers under Pennsylvania's Electric Choice Program. Genco was inactive during calendar year 2000. FirstEnergy Trading Services, Inc., which acquired and arranged for the delivery of electricity and natural gas to the retail customers of FirstEnergy's unregulated marketing and sales affiliates, was merged into FirstEnergy Services as of December 31, 2000 and those functions are now performed by FirstEnergy Services. FIRSTENERGY NUCLEAR OPERATING COMPANY ------------------------------------- FirstEnergy Nuclear Operating Company operates the Davis-Besse, Perry and Beaver Valley nuclear power plants. 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission, and distribution of electric energy for sale, or for the production, transmission, and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. FirstEnergy does not own directly any utility properties or perform any utility operations. Its utility operating subsidiaries are described in detail below. (a) Ohio Edison and Penn Power. Ohio Edison furnishes -------------------------- electric service to communities in a 7,500 square mile area of central and northeastern Ohio. Ohio Edison has ownership interests in certain generating facilities located in Pennsylvania. It also engages in the sale, purchase and interchange of electric energy with other electric companies. During the twelve months ended December 31, 2000, the principal source of Ohio Edison's operating revenues was derived from the sale of electricity. Penn Power furnishes electric service to communities in a 1,500 square mile area of western Pennsylvania. During the twelve months ended December 31, 2000, the principal source of Penn Power's operating revenues was derived from the sale of electricity. Ohio Edison and Penn Power own or lease all or a portion of 31 electric generating units, consisting of 13 coal fired units, three nuclear units, six oil fired units, one gas/oil fired unit and eight diesel generators (located at two sites), which have total net generating capacity of 6,075 megawatts (MW). All of the electric properties owned by Ohio Edison and Penn Power are located in Ohio and Pennsylvania. Nine of the 13 coal fired units are 100% owned by Ohio Edison, and all such units are located in Ohio. Four of the 13 coal fired units are held in a combined Ohio Edison-Penn Power ownership along with Toledo Edison and Cleveland Electric. - 5 - The three nuclear units consist of (i) Beaver Valley 1 (810 MW), located in Pennsylvania, (ii) Beaver Valley 2, also located in Pennsylvania and representing a 456 MW share from a combined Ohio Edison- Penn Power ownership and leasehold interest of 55.62%, and (iii) Perry Unit 1, located in Ohio and representing a 439 MW share from a combined Ohio Edison-Penn Power ownership and leasehold interest of 35.24%. The six oil-fired units are also located in Ohio and are held in a combined Ohio Edison-Penn Power ownership. The oil/natural gas unit is located in Ohio and is 100% owned by Ohio Edison. The two diesel generator sites are located in Ohio and are held in a combined Ohio Edison-Penn Power ownership. (b) OVEC and IKEC. OVEC owns the Kyger Creek Plant at ------------- Cheshire, Ohio, which is a coal-fired facility with a capacity of 1,075 MW. IKEC owns the Clifty Creek Plant at Madison, Indiana, which is a coal-fired facility with a capacity of 1,290 MW. These plants are connected by a 780-mile 345 kV transmission network and are interconnected with the major transmission systems of OVEC's sponsor companies, although OVEC's generation facilities do not interconnect directly with ATSI's transmission system. (c) Cleveland Electric. Cleveland Electric is engaged ------------------ primarily in the generation, distribution and sale of electric energy to an area of approximately 1,700 square miles in northeastern Ohio, including the City of Cleveland. Cleveland Electric also has ownership interests in certain generating facilities located in the Commonwealth of Pennsylvania. Cleveland Electric also engages in the sale, purchase and interchange of electric energy with other electric companies. During the twelve months ended December 31, 2000, the principal source of Cleveland Electric's operating revenues was derived from the sale of electricity. Cleveland Electric's generating properties consist of all or a portion of (i) 14 units at four fossil fuel plants including the Sammis Plant, co-owned with Ohio Edison and Penn Power, located in Stratton, Ohio, the Lake Shore Plant, located in Cleveland, Ohio, the Eastlake Plant, located in Eastlake, Ohio, and the Ashtabula Plant, located in Ashtabula, Ohio; (ii) a 454 MW (51.38%) share of Davis-Besse Nuclear Power Station, co-owned with Toledo Edison, located in Oak Harbor, Ohio; and (iii) the 435 MW Seneca pumped storage hydroelectric plant located in Warren, Pennsylvania. These Cleveland Electric-owned plants have a net demonstrated capacity of 2,963 MW. Cleveland Electric and Toledo Edison, as co-lessees, have leasehold interests of 6.5% (51 MW), 47.58% (371 MW) and 44.38% (355 MW) of Units 1, 2, and 3, respectively, of the coal-fired Bruce Mansfield Plant located in Pennsylvania. Cleveland Electric also has a 44.85% ownership share (560 MW) of Perry Unit 1 located in Ohio, and a 24.47% (201 MW) of Beaver Valley 2 located in Pennsylvania, and leases, as co- lessee with Toledo Edison, another 19.91% (163 MW) of Beaver Valley 2. Cleveland Electric owns the distribution facilities located in its service territory in northeastern Ohio for distributing electric energy to its customers. These distribution facilities consist primarily of distribution lines and distribution substations and related service facilities. (d) Toledo Edison. Toledo Edison is engaged primarily in ------------- the generation, distribution and sale of electric energy to an area of approximately 2,500 square miles in northwestern Ohio, including the City of Toledo. Toledo Edison also has ownership interests in certain generating facilities located in Pennsylvania. Toledo Edison also engages in the sale, purchase and interchange of electric energy with other electric companies. During the twelve months ended December 31, 2000, the principal source of Toledo Edison's operating revenues was derived from the sale of electricity. Toledo Edison's generating facilities consist of (i) a wholly- owned fossil fuel electric generating station (648 MW), Bay Shore, located in Lucas County, Ohio; (ii) a 429 MW (48.62%) share of Davis- Besse Nuclear Power Station, co-owned with Cleveland Electric, located in Oak Harbor, Ohio; and (iii) five internal combustion turbine generator units with an aggregate capability of 77 MW located in northwestern Ohio. These plants have a net capacity of 1,137 MW. - 6 - Toledo Edison and Cleveland Electric, as co-lessees, have leasehold interests of 6.5% (51 MW), 47.58% (371 MW) and 44.38% (355 MW) of Units 1, 2 and 3, respectively, of the coal-fired Bruce Mansfield Plant located in Pennsylvania. Toledo Edison also has a 19.91% ownership share (248 MW) of Perry Unit 1. Toledo Edison has a tenant-in-common interest and leasehold interest (with Cleveland Electric as co-lessee with respect to 150 MW) in 19.91% (163 MW) in Beaver Valley 2. Toledo Edison owns the distribution facilities located in its service territory in northwestern Ohio for distributing electric energy to its customers. These distribution facilities consist primarily of distribution lines and distribution substations and related service facilities. Transmission System. The FirstEnergy Companies own and operate ------------------- approximately 12,500 MW of generation resources that are connected directly to certain transmission facilities that they transferred to ATSI on September 1, 2000. ATSI owns and operates transmission facilities which currently operate at voltages of generally 345 kV and 138 kV (the "Bulk Transmission System"), and 69 kV facilities (the "Area Transmission System," and together with the Bulk Transmission System, the "Transmission System"). The primary function of the Transmission System is to integrate the generation resources of the FirstEnergy Companies with their native retail and wholesale loads. To perform this network function, the Bulk Transmission System and the Area Transmission System are integrated and operate in a parallel manner to each other. The FirstEnergy Companies also operate low voltage 23, 33, 34.5, and 36 kV facilities. The Transmission System consists of over 7,100 circuit miles of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV. The Transmission System services over 2.2 million customers in a 13,200 square mile area in northern and central Ohio and western Pennsylvania. The Transmission System has 37 interconnections at voltages of 69 kV or higher with six neighboring control areas. The Transmission System is connected to other systems to the East via ties with the PJM, Duquesne Light Company and Allegheny Energy. The Transmission System is connected to other systems to the North through ties with the MECS, and is connected to other systems to the South through ties with AEP and Dayton Power. NORTHEAST OHIO NATURAL GAS CORPORATION -------------------------------------- NONGC provides gas distribution and transportation service to approximately 5,000 customers located in 10 counties in central and northeast Ohio. It owns and operates approximately 420 miles of distribution and transportation pipeline. It operates approximately 420 miles of distribution and transportation pipeline and ancillary facilities. It receives its gas supplies from local gas producers as well as from interstate pipeline companies. Its principal source of operating revenue is derived from the distribution and transportation of natural gas. MERGER WITH GPU, INC. --------------------- FirstEnergy has filed an Application on Form U-1 requesting that the Securities and Exchange Commission (the "Commission") issue an order approving the proposed acquisition by FirstEnergy of all the issued and outstanding voting securities of the following three U.S. electric utility operating subsidiaries of GPU, Inc., a Pennsylvania corporation ("GPU"): Jersey Central Power & Light Company ("JCP&L"), Pennsylvania Electric Company ("Penelec") and Metropolitan Edison Company ("Met-Ed"). GPU and FirstEnergy are hereinafter collectively referred to as the "Applicants," and JCP&L, Met-Ed and Penelec (each of which is doing business as "GPU Energy") are referred to herein as the "GPU Energy Companies." Met-Ed owns all of the voting securities of York Haven Power Company, a Pennsylvania corporation ("York Haven"). FirstEnergy will acquire such voting securities of the GPU Energy Companies through its merger with GPU pursuant to the terms of the Agreement and Plan of Merger, dated as of August 8, 2000 (the "Merger Agreement"), between FirstEnergy and GPU. The Form U-1 is incorporated by reference herein as Exhibit C. - 7 - 3. THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR WITH RESPECT TO CLAIMANT AND EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES: (a) Number of kwh of electric energy sold (at retail or wholesale), and Mcf. of natural or manufactured gas distributed at retail. Ohio Edison 31,190,109,000 kwh $ 2,302,453,699 Penn Power 7,938,007,000 kwh 356,870,794 Cleveland Electric 24,835,962,000 kwh 1,840,488,964 Toledo Edison 13,341,773,000 kwh 932,152,629 NONGC 757,187 Mcf 4,519,902 (b) Number of kwh. of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the State in which each such company is organized. Ohio Edison None $ 0 Penn Power None 0 Cleveland Electric None 0 Toledo Edison None 0 NONGC None 0 (c) Number of kwh. of electric energy and Mcf. of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. Ohio Edison 3,267,008,421 kwh $ 162,876,949 Penn Power 4,050,448,371 kwh 80,667,085 Cleveland Electric 1,756,046,447 kwh 43,244,938 Toledo Edison 526,126,045 kwh 12,386,376 NONGC None 0 (d) Number of kwh. of electric energy and Mcf. of natural or manufactured gas purchased outside the State in which each such company is organized, or at the State line. Ohio Edison 323,920,632 kwh $ 10,810,547 Penn Power 390,944,264 kwh 10,634,669 Cleveland Electric 2,620,353,039 kwh 53,552,996 Toledo Edison 754,954,664 kwh 15,219,205 NONGC None 0 - 8 - 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: (a) Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. FirstEnergy Generation Corp.("GenCo"), an EWG and a subsidiary of FirstEnergy Services, was formed in October 2000, and commenced operation on January 1, 2001, to operate the nonnuclear power plants of Ohio Edison, Cleveland Electric, Toledo Edison and Penn Power. The physical facilities operated by GenCo are described in sections 2(a), 2(b), 2(c) and 2(d). Its business address is 76 South Main Street, Akron, Ohio 44308. (b) Name of each system company that holds an interest in such EWG or foreign utility company and description of the interest held. GenCo is a wholly owned subsidiary of FirstEnergy Services. (c) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company other than the EWG or foreign utility company. GenCo has 850 authorized shares of no-par common stock with one share issued to its sole shareholder, FirstEnergy Services. (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. See 4(c) above. GenCo carried on no operations during the reporting period. (e) Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). GenCo carried on no operations during the reporting period. - 9 - The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 28th day of February 2001. FirstEnergy Corp. By: /s/Harvey L. Wagner ------------------------ Title: Controller CORPORATE SEAL Attest: /s/Nancy C. Ashcom --------------------------- Title: Corporate Secretary Name, title, and address of officer to whom notices and correspondence concerning this statement should be addressed: Harvey L. Wagner Controller --------------------------------------------- (Name) (Title) 76 South Main Street, Akron, OH 44308 ---------------------------------------------- (Address) - 10 - EXHIBIT A FIRSTENERGY CORP. UNAUDITED CONSOLIDATED FINANCIAL INFORMATION The consolidated financial statements include FirstEnergy Corp. (Company) and its principal electric utility operating subsidiaries, Ohio Edison Company (OE) which includes its wholly owned subsidiary Pennsylvania Power Company, The Cleveland Electric Illuminating Company (CEI), The Toledo Edison Company (TE) and American Transmission Systems, Inc. (ATSI). The Company and its utility subsidiaries are referred to throughout as "Companies." All significant intercompany transactions have been eliminated. The Companies follow the accounting policies and practices prescribed by the Public Utilities Commission of Ohio (PUCO), the Pennsylvania Public Utility Commission (PPUC) and the Federal Energy Regulatory Commission (FERC). The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. - 11 - FirstEnergy Corp. Consolidating Balance Sheet (Unaudited) December 31, 2000
FE FE Holding FE FE FE Facil. Elimin- FE Corp. OE CEI TE ATSI FENOC FETS MARBEL Vent. Prop. Srvcs. Srvcs. ations Consol ----- -- --- -- ---- ----- ---- ------ ---- ----- ------ ------ ------ ------ (Dollars in Millions) ASSETS CURRENT ASSETS: Cash and cash equiv- alents $ 1 $ 18 $ 3 $ 1 $ -- $ -- $ 6 $ 2 $ 7 $ 1 $ -- $ 10 $ -- $ 49 Accounts Receivables- Customers 17 305 15 7 5 -- -- -- -- -- 51 -- -- 400 Other 28 34 128 1 1 -- 143 10 27 -- 1 146 -- 519 Associated companies 292 623 81 62 36 96 135 -- 15 -- 80 -- (1,420) -- Notes receivable from associated companies 250 1 -- 33 -- -- -- -- 27 14 -- -- (325) -- Materials and supplies Owned -- 81 26 18 -- -- 37 -- 3 -- -- 7 -- 172 Under consignment -- 51 39 22 -- -- -- -- -- -- -- -- -- 112 Prepayments and other 9 77 59 27 -- -- 6 -- 1 -- 4 7 -- 190 ------------------------------------------------------------------------------------------------------ 597 1,190 351 171 42 96 327 12 80 15 136 170 (1,745) 1,442 ------------------------------------------------------------------------------------------------------ PROPERTY, PLANT AND EQUIPMENT: In service 270 4,958 4,060 1,645 1,203 -- 3 26 172 20 14 47 -- 12,418 Less - Accumulated pro- vision for depreciation 51 2,390 1,627 601 571 -- 1 4 2 1 2 14 -- 5,264 ------------------------------------------------------------------------------------------------------ 219 2,568 2,433 1,044 632 -- 2 22 170 19 12 33 -- 7,154 Construction work in progress 2 239 91 84 4 -- -- -- -- -- -- 1 -- 421 ------------------------------------------------------------------------------------------------------ 221 2,807 2,524 1,128 636 -- 2 22 170 19 12 34 -- 7,575 ------------------------------------------------------------------------------------------------------ INVESTMENTS: Capital trust invest- ments -- 452 492 280 -- -- -- -- -- -- -- -- -- 1,224 Nuclear plant decommis- sioning trusts -- 262 190 132 -- -- -- -- -- -- -- -- -- 584 Letter of credit collateralization -- 278 -- -- -- -- -- -- -- -- -- -- -- 278 Notes receivable from associated companies -- 206 95 39 -- -- -- -- -- -- -- -- (340) -- Other 5,164 291 13 2 -- 5 -- 138 43 1 1 1 (4,990) 669 ------------------------------------------------------------------------------------------------------ 5,164 1,489 790 453 -- 5 -- 138 43 1 1 1 (5,330) 2,755 ------------------------------------------------------------------------------------------------------ DEFERRED CHARGES: Regulatory assets -- 2,499 816 413 -- -- -- -- -- -- -- -- -- 3,728 Goodwill -- -- 1,409 458 -- -- 24 -- -- -- -- 197 -- 2,088 Other 37 169 75 30 28 1 10 -- 7 -- 4 6 (14) 353 ------------------------------------------------------------------------------------------------------ 37 2,668 2,300 901 28 1 34 -- 7 -- 4 203 (14) 6,169 ------------------------------------------------------------------------------------------------------ TOTAL ASSETS $6,019 $8,154 $5,965 $2,653 $ 706 $102 $363 $172 $300 $35 $153 $408 $(7,089) $17,941 ====================================================================================================== - 12 -
FirstEnergy Corp. Consolidating Balance Sheet (Cont'd) (Unaudited) December 31, 2000
FE FE Holding FE FE FE Facil. Elimin- FE Corp. OE CEI TE ATSI FENOC FETS MARBEL Vent. Prop. Srvcs. Srvcs. ations Consol ----- -- --- -- ---- ----- ---- ------ ---- ----- ------ ------ ------ ------ (Dollars in Millions) LIABILITIES AND CAPITALIZATION CURRENT LIABILITIES: Currently payable long-term debt and preferred stock $ -- $ 311 $ 166 $ 56 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 3 $ -- $ 536 Short-term borrowings 395 296 -- -- -- -- -- -- -- -- -- 9 -- 700 Accounts payable Other 44 60 54 25 -- 39 164 9 14 -- 4 66 -- 479 Associated companies 703 124 103 37 14 42 98 12 41 -- 168 1 (1,343) -- Notes payable to associated companies 41 19 29 42 2 -- 177 4 -- -- -- 11 (325) -- Accrued taxes (3) 232 179 58 6 3 -- 2 1 4 7 -- (79) 410 Accrued interest 2 34 56 20 -- -- -- -- 3 -- -- 1 -- 116 Other 86 76 82 50 -- 9 6 1 -- -- 5 38 -- 353 ----------------------------------------------------------------------------------------------------- 1,268 1,152 669 288 22 93 445 28 59 4 184 129 (1,747) 2,594 ----------------------------------------------------------------------------------------------------- CAPITALIZATION: Common stockholders' equity 4,653 2,557 1,065 606 297 6 (82) 121 93 31 (34) 261 (4,921) 4,653 Preferred stock- Not subject to mandatory redemption -- 161 238 210 -- -- -- -- -- -- -- -- (609) -- Subject to mandatory redemption -- -- 26 -- -- -- -- -- -- -- -- -- (26) -- Preferred stock of con- solidated subsidiaries- Not subject to manda- tory redemption -- 39 -- -- -- -- -- -- -- -- -- -- 609 648 Subject to mandatory redemption -- 15 -- -- -- -- -- -- -- -- -- -- 26 41 Ohio Edison obligated mandatorily redeem- able preferred securities of sub- sidiary trust hold- ing solely Ohio Edison subordinated debentures -- 120 -- -- -- -- -- -- -- -- -- -- -- 120 Long-term debt 31 2,001 2,635 944 338 -- -- 1 148 -- -- 14 (370) 5,742 ----------------------------------------------------------------------------------------------------- 4,684 4,893 3,964 1,760 635 6 (82) 122 241 31 (34) 275 (5,291) 11,204 ----------------------------------------------------------------------------------------------------- DEFERRED CREDITS: Accumulated deferred income taxes (3) 1,299 591 197 5 -- -- 21 -- -- -- -- (16) 2,094 Accumulated deferred investment tax credits -- 110 80 35 16 -- -- -- -- -- -- -- -- 241 Nuclear plant decommis- sioning costs -- 261 199 139 -- -- -- -- -- -- -- -- -- 599 Pensions and other post-retirement benefits 68 161 228 119 -- 3 -- -- -- -- 1 -- (35) 545 Other 2 278 234 115 28 -- -- 1 -- -- 2 4 -- 664 ----------------------------------------------------------------------------------------------------- 67 2,109 1,332 605 49 3 -- 22 -- -- 3 4 (51) 4,143 ----------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND CAPITALIZATION $6,019 $8,154 $5,965 $2,653 $706 $102 $363 $172 $300 $35 $153 $408 $(7,089) $17,941 ===================================================================================================== - 13 -
FirstEnergy Consolidating Income Statement (Unaudited) For the Year Ended December 31, 2000
FE FE Holding FE FE FE Facil. Elimin- FE Corp. OE CEI TE ATSI FENOC FETS MARBEL Vent. Prop. Srvcs. Srvcs. ations Consol. ----- -- --- -- ---- ----- ---- ------ ---- ----- ------ ------ ------ ------- (Dollars in Millions) Revenues $303 $2,814 $1,938 $983 $72 $ 9 $950 $24 $83 $4 $544 $564 $(1,259) $7,029 Expenses: Fuel & Purchased Power 286 419 414 159 -- -- -- -- -- -- -- -- (477) 801 Other expense 16 838 552 349 23 1 989 18 87 1 590 551 (774) 3,241 Provisions for depreci- ation and amortization 1 580 221 105 9 -- 2 1 2 1 -- 12 -- 934 General taxes -- 226 222 92 -- (3) -- -- -- -- -- -- 11 548 -------------------------------------------------------------------------------------------------- Total expenses 303 2,063 1,409 705 32 (2) 991 19 89 2 590 563 (1,240) 5,524 Equity in subsidiary earnings 602 -- -- -- -- -- -- -- -- -- -- -- (602) -- -------------------------------------------------------------------------------------------------- Income Before Interest and Income Taxes 602 751 529 278 40 11 (41) 5 (6) 2 (46) 1 (621) 1,505 Net Interest Charges: Interest Expense 20 197 202 71 9 -- 1 -- 10 -- -- 3 (19) 494 Allowance for borrowed funds used during construction and capitalized interest (1) (10) (2) (7) -- -- -- -- (8) -- -- -- -- (28) Subsidiaries' preferred stock dividends -- 15 -- -- -- -- -- -- -- -- -- -- 48 63 -------------------------------------------------------------------------------------------------- Net interest charges 19 202 200 64 9 -- 1 -- 2 -- -- 3 29 529 Income Taxes (16) 213 126 77 11 4 (17) -- (3) 1 (19) -- -- 377 -------------------------------------------------------------------------------------------------- Net Income (Loss) 599 336 203 137 20 7 (25) 5 (5) 1 (27) (2) (650) 599 ================================================================================================== Preferred Stock Dividend Requirements -- 11 21 16 -- -- -- -- -- -- -- -- (48) -- Earnings Available for Common $599 $ 325 $ 182 $121 $20 $ 7 $(25) $ 5 $(5) $1 $(27) $ (2) $ (602) $ 599 ================================================================================================== - 14 -
FirstEnergy Corp. - Consolidating Statement of Retained Earnings (Unaudited) For the Year Ended December 31, 2000
FE FE Holding FE FE FE Facil. Elimin- FE Corp. OE CEI TE ATSI FENOC FETS MARBEL Vent. Prop. Srvcs. Srvcs. ations Consol. ----- -- --- -- ---- ----- ---- ------ ---- ----- ------ ------ ------ ------- (Dollars in Millions) Balance at beginning of year $ 945 $526 $ 35 $ 28 $ 0 $(1) $(61) $1 $17 $1 $(19) $18 $ (545) $ 945 Net Income (Loss) 599 336 203 137 20 7 (25) 5 (5) 1 (27) (2) (650) 599 ---------------------------------------------------------------------------------------------------- 1,544 862 238 165 20 6 (86) 6 12 2 (46) 16 (1,195) 1,544 ---------------------------------------------------------------------------------------------------- Cash dividends on common stock 334 393 84 67 -- -- -- -- -- -- -- -- (544) 334 Cash dividends on preferred stock -- 11 21 16 -- -- -- -- -- -- -- -- (48) -- ---------------------------------------------------------------------------------------------------- 334 404 105 83 -- -- -- -- -- -- -- -- (592) 334 ---------------------------------------------------------------------------------------------------- Balance at end of year $1,210 $458 $133 $ 82 $20 $ 6 $(86) $6 $12 $2 $(46) $16 $ (603) $1,210 ==================================================================================================== - 15 -
EXHIBIT B FIRSTENERGY CORP. TWELVE MONTHS ENDED DECEMBER 31, 2000 (IN MILLIONS) FINANCIAL DATA SCHEDULE ITEM NOS. CAPTION HEADING --------- --------------- 1 Total Assets $17,941 2 Total Revenues $ 7,029 3 Net Income $ 599 - 16 - EXHIBIT C FIRSTENERGY CORP. FirstEnergy Form U-1 "Application/Declaration Under the Public Utility Holding Company Act of 1935," dated November 21, 2000 -- Incorporated by reference to such filing, SEC File No. 070-09793 - 17 -