-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8XTVC6UO71KQbnH2tCnE2IQ0bGf71JFAaNXGdaBbXRRtrzFH8fFhaMM29RNedOv TsVDHP7EdRlb6CWZrMDddw== 0001031296-04-000083.txt : 20040324 0001031296-04-000083.hdr.sgml : 20040324 20040324142326 ACCESSION NUMBER: 0001031296-04-000083 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040324 EFFECTIVENESS DATE: 20040324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTENERGY CORP CENTRAL INDEX KEY: 0001031296 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 341843785 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-10122 FILM NUMBER: 04686992 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 3303845100 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 35-CERT 1 fe_rule24.txt 70-10122 SEC File No. 70-10122 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 CERTIFICATE PURSUANT TO RULE 24 OF PARTIAL COMPLETION OF TRANSACTIONS FirstEnergy Corp. - ------------------------------------ In the matter of : FirstEnergy Corp. : Certificate Pursuant : to Rule 24 of Partial : Completion of : Transactions : SEC File No. 70-10122 : (Public Utility Holding Company Act : of 1935) : - ------------------------------------ TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION: The undersigned, FirstEnergy Corp. (FirstEnergy) hereby certifies pursuant to Rule 24 of the Rules and Regulations under the Public Utility Holding Company Act of 1935 (the Act), that certain of the transactions proposed in the Applications, as amended, filed in SEC File No. 70-10122 have been carried out in accordance with the Commission's Order dated June 30, 2003 as follows: (1) During the period October 1, 2003 through December 31, 2003, there were no sales of common stock or preferred securities by FirstEnergy. (2) FirstEnergy issued 347,953 shares of common stock pursuant to options granted under employee benefit plans and dividend reinvestment plans during the fourth quarter of 2003. (3) During the period October 1, 2003 through December 31, 2003, no FirstEnergy common stock was transferred to a seller of securities of a company being acquired. (4) During the period October 1, 2003 through December 31, 2003, there were no Long-term Debt and Preferred Securities issued by FirstEnergy. FirstEnergy issued the following Short-term Debt during the fourth quarter of 2003: Transaction Maturity Transaction Date Date Rate Amount Loan Balance ----------- -------- ---- ------------ ------------ CitiBank (FirstEnergy Revolver - 364 Day Facility) - -------------------------------------------------- FirstEnergy 11/20/2003 12/4/2003 2.30% $150,000,000.00 $134,166.67 FirstEnergy 11/20/2003 12/1/2003 2.30% $150,000,000.00 $105,416.67 FirstEnergy 12/1/2003 12/4/2003 2.43% $150,000,000.00 $30,312.50 FirstEnergy 12/1/2003 12/8/2003 2.43% $100,000,000.00 $47,152.78 FirstEnergy 12/4/2003 12/18/2003 2.43% $150,000,000.00 $141,458.33 FirstEnergy 12/4/2003 12/12/2003 2.43% $120,000,000.00 $64,666.67 FirstEnergy 12/4/2003 12/18/2003 2.43% $30,000,000.00 $28,291.67 FirstEnergy 12/4/2003 12/12/2003 2.43% $30,000,000.00 $16,166.67 FirstEnergy 12/12/2003 12/15/2003 2.30% $30,000,000.00 $5,750.00 FirstEnergy 12/15/2003 12/18/2003 2.43% $30,000,000.00 $6,062.50 FirstEnergy 12/8/2003 12/22/2003 2.43% $40,000,000.00 $37,722.22 FirstEnergy 12/8/2003 12/12/2003 2.43% $40,000,000.00 $10,777.78 FirstEnergy 12/12/2003 12/15/2003 2.30% $40,000,000.00 $7,666.67 FirstEnergy 12/15/2003 12/22/2003 2.43% $40,000,000.00 $18,861.11 FirstEnergy 12/15/2003 12/23/2003 3.00% $200,000,000.00 $133,333.33 FirstEnergy 12/23/2003 12/29/2003 2.49% $200,000,000.00 $82,916.67 FirstEnergy 12/22/2003 1/5/2004 2.49% $80,000,000.00 $77,388.89 FirstEnergy 12/22/2003 12/23/2003 3.06% $80,000,000.00 $6,805.56 FirstEnergy 12/23/2003 1/5/2004 4.30% $80,000,000.00 $124,222.22 FirstEnergy 12/22/2003 12/23/2003 4.88% $35,000,000.00 $4,739.58 FirstEnergy 12/23/2003 12/24/2003 2.49% $50,000,000.00 $3,454.86 FirstEnergy 12/29/2003 1/12/2004 3.00% $200,000,000.00 $233,333.33 FirstEnergy 1/5/2004 1/26/2004 3.00% $40,000,000.00 $70,000.00 1 CitiBank (FirstEnergy Revolver - 3 Year Facility) - ------------------------------------------------- FirstEnergy 8/11/2003 10/8/2003 2.38% $60,000,000.00 $229,583.33 FirstEnergy 8/11/2003 10/16/2003 2.38% $125,000,000.00 $544,270.83 FirstEnergy 10/1/2003 10/8/2003 2.25% $40,000,000.00 $17,500.00 FirstEnergy 11/17/2003 12/1/2003 2.13% $75,000,000.00 $61,979.17 FirstEnergy 11/17/2003 11/19/2003 2.13% $75,000,000.00 $8,854.17 FirstEnergy 11/19/2003 12/1/2003 2.25% $75,000,000.00 $56,250.00 FirstEnergy 11/19/2003 11/26/2003 2.25% $200,000,000.00 $87,500.00 FirstEnergy 11/26/2003 12/10/2003 2.25% $130,000,000.00 $113,750.00 FirstEnergy 12/1/2003 12/15/2003 2.25% $175,000,000.00 $153,125.00 FirstEnergy 12/1/2003 12/12/2003 2.25% $175,000,000.00 $120,312.50 FirstEnergy 12/10/2003 12/31/2003 2.31% $70,000,000.00 $94,427.08 FirstEnergy 12/10/2003 12/12/2003 2.31% $70,000,000.00 $8,993.06 FirstEnergy 12/12/2003 12/23/2003 2.19% $70,000,000.00 $46,788.19 FirstEnergy 12/23/2003 12/29/2003 2.51% $70,000,000.00 $29,312.50 FirstEnergy 12/29/2003 12/31/2003 2.64% $70,000,000.00 $10,256.94 FirstEnergy 12/29/2003 1/20/2004 2.31% $200,000,000.00 $282,638.89 FirstEnergy 12/31/2003 1/30/2004 2.64% $70,000,000.00 $153,854.17 FirstEnergy 12/31/2003 1/27/2004 2.64% $50,000,000.00 $98,906.25 FirstEnergy 12/31/2003 1/30/2004 2.64% $20,000,000.00 $43,958.33 (5) During the period October 1, 2003 through December 31, 2003, the following short-term debt was issued by the Utility Subsidiaries: Transaction Maturity Transaction Date Date Rate Amount Loan Balance ----------- -------- ---- ------------ ------------ CitiBank (Ohio Edison Company (OE) Revolver) - -------------------------------------------- OE 9/2/2003 10/2/2003 2.30% $250,000,000.00 $250,479,166.67 OE 10/2/2003 11/3/2003 2.30% $250,000,000.00 $250,511,111.11 OE 11/3/2003 11/12/2003 2.30% $150,000,000.00 $150,086,250.00 OE 11/12/2003 12/3/2003 2.18% $75,000,000.00 $75,095,156.25 OE 12/3/2003 1/2/2004 2.24% $40,000,000.00 $40,074,583.33 CitiBank (The Toledo Edison Company (TE) Revolver) - -------------------------------------------------- TE 8/18/2003 11/18/2003 2.56% $70,000,000.00 $70,458,402.78 TE 11/18/2003 1/2/2004 2.50% $70,000,000.00 $70,145,833.33 TE 12/18/2003 1/2/2004 2.56% $70,000,000.00 $70,074,739.58 FirstMerit (OE Bi-Lateral Facility) - ----------------------------------- OE 12/8/2003 12/9/2003 1.75% $11,000,000.00 $11,000,000.00 OE 12/1/2203 12/23/2003 1.75% $14,000,000.00 $14,000,000.00 OE 12/26/2003 12/28/2003 1.75% $12,000,000.00 $12,000,000.00 OE 12/29/2003 12/30/2003 1.75% $3,000,000.00 $3,000,000.00 OE 12/31/2003 1/1/2004 1.75% $14,000,000.00 $14,000,000.00 Under the Utility Money Pool, the principal balance of borrowings at the end of the fourth quarter of 2003 and average interest rate during the fourth quarter of 2003 are as follows: Regulated Money Pool Average Principal Loan to/(Borrowing from): Interest Rate Balance ----------------------------------- ------------- ------------= OE 1.7507% $ 175,969,303 Pennsylvania Power Company (Penn) 1.7507% (11,334,233) The Cleveland Electric Illuminating Company (CEI) 1.7507% (168,984,937) TE 1.7507% (285,953,021) American Transmission Systems, Incorporated (ATSI) 1.7507% 105,527,635 Jersey Central Power & Light Company (JCP&L) 1.7507% (230,984,856) Metropolitan Edison Company (Met-Ed) 1.7507% (65,335,434) Pennsylvania Electric Company (Penelec) 1.7507% (78,510,333) York Haven Power Company 1.7507% 10,467,095 3 (6) During the fourth quarter of 2003, there were no financings consummated by any Non-Utility subsidiary that were not exempt under rule 52. (7) During the fourth quarter of 2003, the following guarantees were made by FirstEnergy to support activities of its subsidiaries: Purpose of Beneficiary Amount Terms Guarantee ----------- ------ ----- ---------- FirstEnergy Solutions Corp. (FES) (Trading - Electric) ------------------------------------------------------ Constellation Power Source $10,000,000 (a) (b) Exelon Generation Company 6,000,000 (a) (b) HQ Energy Services 7,500,000 (a) (b) Midwest ISO (MISO) 8,000,000 (a) (b) Strategic Energy 2,500,000 (a) (b) FES (Trading - Gas) ------------------ ChevronTexaco Corporation 10,000,000 (a) (b) Columbia Gas of Ohio 250,000 (a) (b) Coral Energy Resources 4,000,000 (a) (b) South Jersey Resource Group 2,050,000 (a) (b) Utility Resource Solutions 1,500,000 (a) (b) JCP&L ----- One River Associates 15,000,000 11 years (c) FirstEnergy Service Company --------------------------- One River Associates 3,500,000 6 years (c) FirstEnergy Generation Corp. (Fuel Marketing / Coal) ---------------------------------------------------- Phibro Inc. 1,000,000 (a) (d) American Electric Power Service 500,000 (a) (d) FES- Retail ----------- Public Service Electric & Gas 1,405,000 (a) (e) Met-Ed (Long-term Power Supply) ------------------------------- Constellation Power Source 22,500,000 7 years (f) Penelec (Long-term Power Supply) -------------------------------- Constellation Power Source 22,500,000 7 years (g) (a) Such guarantees are issued for a one-year term, with a ten-day termination right by FirstEnergy (b) Parental guarantees issued by FirstEnergy to provide credit support for electric power and natural gas purchases by subsidiary (c) Credit backstop to support leases of office space for FE building facilities (d) Credit backstop to support coal purchases and emission trading (e) Credit requirement in non-FirstEnergy service territories (f) Parental guaranty issued by FirstEnergy to support the long-term power purchase by Metropolitan Edison Company from Constellation. (g) Parental guaranty issued by FirstEnergy to support the long-term power purchase by Pennsylvania Electric Company from Constellation. 3 The following Letters of Credits (LOC) were issued during the fourth quarter of 2003: Purpose of Beneficiary Amount LOC ----------- ------ ----------- FES --- Cincinnati Gas & Electric Company $10,000,000* (a) National Fuel Gas Distribution Corp. 3,267,000 (b) MYR Group Inc. -------------- Zurich American Insurance 13,100,000 (c) C.N.A. Insurance Co. 565,412 (c) GPU Service, Inc. ----------------- Genesis Insurance Co. 4,197,016 (d) Cologne Reinsurance Company (Dublin) Ltd. 6,008,976 (d) JCP&L, FES, FirstEnergy Service Company, GPU Telcom, Inc., FirstEnergy Telecommunication Corp. ----------------------------------------------------- Travelers Casualty and Surety Co. of America 3,000,000 (e) FirstEnergy ----------- Deutsche Bank Trust Company Americas 400,000 (f) Deutsche Bank Trust Company Americas 60,000,000** (g) Morgan Stanley 11,100,000 (h) * Amount increased from $5.5 million to $10 million in the fourth quarter 2003. ** A replacement LOC of $50 million that was issued in the second quarter 2003. (a) Collateral for entering into purchase power agreements with Cincinnati Gas & Electric Company. (b) Collateral for Customer Balancing Aggregator Program. (c) Replaces Surety Bonds on MYR Group insurance and workers compensation policies. (d) Replaces Surety Bonds for self-insurance claims. (e) Replaces Surety Bonds on workers compensation and self-insurance due to rating agency changes. (f) Collateral for the sale of the Termobarranquilla, S.A. (TEBSA) facilities. (g) Granted FirstEnergy the ability to sell its remaining 20.1% in Aquila Sterling Holdings (Midlands), and unencumbered the Argentina assets abandoned in April 2003. (h) Guarantee provided for the sale of Aquila Note to Morgan Stanley (8) During the Fourth Quarter of 2003, FirstEnergy Corp. entered into fifteen (15) transactions designed to hedge the fair value of a portion of its fixed-rate long-term debt portfolio against decreases in interest rates. The hedge structures are fixed - for - floating interest rate swaps, whereby FirstEnergy Corp. will receive fixed payments equivalent to the fixed coupon rates of the bonds being hedged, and pay floating rate payments based on the 6-month London Interbank Offering Rate (LIBOR) plus or minus an applicable spread. The debt instruments being hedged, notional amounts, counterparties, and principal terms of the fair value hedges are filed pursuant to request for confidential treatment. 4 (9) Investments made during the fourth quarter of 2003 in any intermediate subsidiary or financing subsidiary are as follows: Company Investment - ------- ---------- (In Thousands $) Centerior Funding Corp. $13,500 GPU Diversified Holdings LLC $ 400 (10) During the fourth quarter of 2003 FirstEnergy filed the following U-6B-2 forms: Company Filling Date - ------- ------------ CEI December 22, 2003 (11) CEI engaged in jurisdictional financing transactions during the fourth quarter of 2003. Consolidated balance sheets of CEI for the quarter ended December 31, 2003 are incorporated by reference to CEI's Form 10-K Annual Report to SEC for the year ended December 31, 2003 (File No. 1-2323). (12) The following table presented in thousands, provides the capital structure of FirstEnergy on a consolidated basis and each Utility Subsidiary as of the end of the fourth quarter 2003. FirstEnergy Amount Ratio - ----------- ---------- ----- Common Equity $ 8,289,341 40.07% Preferred Stock 335,123 1.62% Long-Term Debt 11,543,263 55.79% Short-Term Debt 521,540 2.52% ---------- ------ Total Capitalization $20,689,267 100.00% ---------- ------ OE - -- Common Equity $2,582,970 57.24% Preferred Stock 100,070 2.22% Long-Term Debt 1,646,378 36.49% Short-Term Debt 182,874 4.05% --------- ------ Total Capitalization $4,512,292 100.00% --------- ------ CEI - --- Common Equity $1,778,827 41.03% Preferred Stock 96,404 2.22% Long-Term Debt 2,272,057 52.41% Short-Term Debt 188,156 4.34% --------- ------ Total Capitalization $4,335,444 100.00% --------- ------ 5 TE - -- Common Equity $ 749,521 41.98% Preferred Stock 126,000 7.06% Long-Term Debt 553,722 31.02% Short-Term Debt 355,953 19.94% --------- ------ Total Capitalization $1,785,196 100.00% --------- ------ Penn - ---- Common Equity $230,786 45.70% Preferred Stock 39,105 7.74% Long-Term Debt 223,832 44.32% Short-Term Debt 11,334 2.24% --------- ------ Total Capitalization $505,057 100.00% --------- ------ JCP&L - ----- Common Equity $3,153,974 67.54% Preferred Stock 12,649 0.27% Long-Term Debt 1,271,912 27.24% Short-Term Debt 230,985 4.95% --------- ----- Total Capitalization $4,669,520 100.00% --------- ------ Met-Ed - ------ Common Equity $1,292,667 63.53% Preferred Stock - - % Long-Term Debt 676,770 33.26% Short-Term Debt 65,335 3.21% --------- ----- Total Capitalization $2,034,772 100.00% --------- ------ Penelec - ------- Common Equity $1,297,332 66.86% Preferred Stock - - % Long-Term Debt 564,526 29.09% Short-Term Debt 78,510 4.05% --------- ------ Total Capitalization $1,940,368 100.00% --------- ------ (13) The following table presented in thousands provides retained earnings analysis of FirstEnergy on a consolidated basis and each Utility Subsidiary as of the end of the fourth quarter 2003. FirstEnergy OE CEI TE ----------- ------ ------- -------- Balance, December 31, 2002 (Restated) $1,634,981 $800,021 $262,323 $ 76,978 Net Income 422,764 324,645 239,411 45,480 Cash Dividends on Preferred Stock - (2,732) (7,429) (8,838) Cash Dividends on Common Stock (453,360) (599,000) - - Other - - (93) - --------- ------- ------- ------- Balance, December 31, 2003 $1,604,385 $522,934 $494,212 $113,620 --------- ------- -------- ------- Penn JCP&L Met-Ed Penelec ---- ----- ------ ------- Balance, December 31, 2002 $50,916 $92,003 $17,841 $32,705 Net Income 48,451 68,017 61,170 21,333 Cash Dividends on Preferred Stock (3,188) (500) - - Cash Dividends on Common Stock (42,000) (138,000) (52,000) (36,000) Other - 612 - - ------ ------- ------ ------ Balance, December 31, 2003 $54,179 $ 22,132 $27,011 $18,038 ------ ------- ------ ------ 6 (14) On December 23, 2003, Standard & Poors Ratings Services (S&P) lowered its corporate credit rating on FirstEnergy Corp. to `BBB-' from `BBB'. With the exception of the senior secured issue ratings on Ohio Edison Co. bonds, all subsidiary ratings were lowered one notch as well. The ratings were removed from CreditWatch, where they were placed with negative implications on Aug. 18, 2003. The outlook on all ratings is stable. A list of S&P's ratings actions follows: FirstEnergy ----------- -- Corporate credit rating lowered to 'BBB-' from 'BBB' -- Senior unsecured debt lowered to 'BB+' from 'BBB-' OE -- -- Corporate credit rating lowered to 'BBB-' from 'BBB' -- Senior secured debt affirmed at 'BBB' -- Senior unsecured debt lowered to 'BB+' from 'BBB-' -- Preferred stock lowered to 'BB' from 'BB+' CEI --- -- Corporate credit rating lowered to 'BBB-' from 'BBB' -- Senior secured debt lowered to 'BBB-' from 'BBB' -- Senior unsecured debt lowered to 'BB+' from 'BBB-' -- Preferred stock lowered to 'BB' from 'BB+' TE -- -- Corporate credit rating lowered to 'BBB-' from 'BBB' -- Senior secured debt lowered to 'BBB-' from 'BBB' -- Senior unsecured debt lowered to 'BB+' from 'BBB-' -- Preferred stock lowered to 'BB' from 'BB+' Penn ---- -- Corporate credit rating lowered to 'BBB-' from 'BBB' -- Senior secured debt lowered to 'BBB-' from 'BBB' -- Senior unsecured debt lowered to 'BB+' from 'BBB-' -- Preferred stock lowered to 'BB' from 'BB+' Met-Ed ------ -- Corporate credit rating lowered to 'BBB-' from 'BBB' -- Senior secured debt lowered to 'BBB' from 'BBB+' Penelec ------- -- Corporate credit rating lowered to 'BBB-' from 'BBB' -- Senior secured debt lowered to 'BBB' from 'BBB+' -- Senior unsecured debt lowered to 'BB+' from 'BBB-' JCP&L ----- -- Corporate credit rating lowered to 'BBB-' from 'BBB' -- Senior secured debt lowered to 'BBB' from 'BBB+' -- Preferred stock lowered to 'BB' from 'BB+' 7 (15) FirstEnergy's aggregate investment includes all amounts invested, or commitments to be invested, in foreign utility companies (FUCOs) and exempt wholesale generators (EWGs), for which there is recourse, directly or indirectly, to the registered holding company. Accordingly, FirstEnergy's aggregate investment as of December 31, 2003 is as follows: (In Thousands) FUCOs ------------- - ----- Midlands Electricity plc $ 64,200 --------- Subtotal 64,200 --------- EWGs - ---- FE Generation Corp. $ 895,188 GPU Power, Inc. 174,060 --------- Subtotal 1,069,248 --------- Aggregate Investment in FUCOs and EWGs $1,133,448* ========= * Aggregate investment amounts reflected here include LOCs and guarantees, but do not include any goodwill or other fair value adjustments. Aggregate Investment as a Percentage of FirstEnergy and Subsidiary Companies: - ---------------------------------------------------------------------------- Total capitalization $ 20,689,267 5.5% Net utility plant $ 13,268,922 8.5% Total consolidated assets $ 32,909,948 3.4% Market value of common equity $ 11,610,237 9.8% (16) Set forth below is a summary of the direct or indirect investments as defined in SEC Rule 53(a) by FirstEnergy, as of December 31, 2003 in EWGs and FUCOs, as well as the percentage of equity ownership. 8
First First Owners not affiliated with Energy's Energy's % FirstEnergy FUCO Investment Equity ---------------------------- Associate or at 12/31/03 Owner- Type of Company EWG ($000)** ship Name of Entity Entity - --------- ---- ----------- ------- --------------- ------ GPU Power, Inc. EWG 174,060 100% Not Applicable N/A EI International EWG 1,734* 100% Not Applicable N/A (a) GPUI Colombia, EWG 1,858* 100% Not Applicable N/A Ltda. (a) Midlands FUCO 64,200 20.1% Aquila Sterling Domestic Holdings LLC Electricity plc (Midlands) (b) Termobarranquilla EWG 113,806* 28.67% ABB Energy Ventures, Foreign S.A. (a) Inc. Lancaster Steel Foreign Distral Group Foreign Corp. Electrica Foreign De la Costa Atlantica EI Barranquilla, EWG 47,176* 100% Not Applicable N/A Inc. (a) Barranquilla EWG 49,280* 100% Not Applicable N/A Lease Holdings, Inc. (a) Los Amigos EWG 12* 100% Not Applicable N/A Leasing Company, Ltd. (a) International Power Advisors, Inc. EWG 3,962* 100% Not Applicable N/A FE Generation Corp. EWG 895,188 100% Not Applicable N/A --------- Total Aggregate Investment in EWGs & FUCOs * $1,133,448 =========
(*) FirstEnergy's aggregate investment does not include the items shown with asterisks in order to avoid duplication. (**) Aggregate investment amounts reflected here include LOCs and guarantees, but do not include any goodwill or other fair value adjustments. 9 (a) FirstEnergy reached an agreement to sell Termobarranquilla S.A.; Barranquilla Lease Holding, Inc.; Los Amigos Leasing Company, Ltd.; EI Barranquilla, Inc.; EI International and GPUI Colombia, Ltda. to Darby Delaware Mezzanine Holdings L.L.C. in 2003. The sale was completed on January 31, 2004. (b) FirstEnergy reached an agreement to sell Midlands on October 21, 2003. The sale was completed on January 16, 2004. (17) FirstEnergy and Subsidiary Companies Consolidated Capitalization Ratios as of December 31, 2003: Amount (000's) % -------------- - Common equity $ 8,289,341 40.1 Preferred stock not subject to 335,123 1.6 mandatory redemption Long-term debt- Preferred stock subject to mandatory redemption * 18,514 0.1 Subordinated debentures to affiliated trusts** 294,324 1.4 Other 11,230,425 54.3 Notes payable 521,540 2.5 ----------- ----- Total capitalization $ 20,689,267 100.0% =========== ===== * Effective July 1, 2003 with the adoption of SFAS 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", preferred stock subject to mandatory redemptions were reclassified as long-term debt. ** Effective in December 2003 with the adoption of FIN 46R, "Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51", certain business trusts and their trust preferred securities previously reported by FirstEnergy in its consolidated financial statements have been deconsolidated and FirstEnergy began reporting the related subordinated debentures to those trusts in its consolidated financial statements. (18) Market-to-book ratio of FirstEnergy and Subsidiary Companies common stock at December 31, 2003: Closing Market Price per Share $ 35.20 Book Value per Share $ 25.31 Market-to Book Ratio of Common Stock 139.1% (19) No new EWG/FUCO project covered by the Modified Rule 53 Test in which Firstenergy has invested or committed to invest during the fourth quarter of 2003. (20) Analysis of Growth in Retained Earnings for FirstEnergy and Subsidiary Companies: 10 (In Thousands) -------------- Retained Earnings as of 12/31/03 $1,604,385 Retained Earnings as of 12/31/02 * 1,634,981 --------- Decrease in Retained Earnings $ (30,596) ========= Analysis of Decrease in Retained Earnings: Income contribution from regulated utility companies $ 766,064 Loss from FUCOs/EWGs (111,291) Income contribution from all other companies (54,074) FirstEnergy Holding and Service companies (177,935) Cash dividends declared on common stock (453,360) --------- Decrease in Retained Earnings $ (30,596) ========= * Retained Earnings as of 12/31/02 restated per Amendment No. 2 of FirstEnergy 2002 Form 10-K/A. (21) Statements of Operations for the period ended December 31, 2003 for the following Project Parents and Exempt Entities will be filed separately under a request for confidential treatment under Rule 104 (b): Termobarranquilla, S.A. GPUI Colombia, Ltda. FirstEnergy Generation Corp. 11 SIGNATURE The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. FIRSTENERGY CORP. March 24, 2004 By: /s/ Harvey L. Wagner --------------------------------------- Harvey L. Wagner Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) 12 EX-99 3 fe_exh-a.txt EXHIBIT A Exhibit A FirstEnergy Corp. 76 South Main Street, Akron, Ohio 44308 Certificate Pursuant to the requirements of Rule 24 of the Public Utility Holding Company Act of 1935, the undersigned certifies that: A copy of certificate pursuant to Rule 24 related to FirstEnergy Corp.'s financing activities, for the period ended September 30, 2003, was filed with the state commissions having jurisdiction over the electric retail rates of the company's public utility subsidiary companies. The names and addresses of these state commissions are as follows: New Jersey Division of Energy Board of Public Utilities Two Gateway Center Newark, NJ 07102 Commonwealth of Pennsylvania* Public Utility Commission P.O. Box 3265 Harrisburg, PA 17105-3265 The Public Utilities Commission of Ohio* 180 E. Broad Street Columbus, Ohio 43215-3793 * A conformed copy of the publicly available report was filed with the Pennsylvania Public Utility Commission and The Public Utilities Commission of Ohio. FirstEnergy Corp. March 24, 2004 By: /s/ Harvey L. Wagner ---------------------------------------- Harvey L. Wagner Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) Note: Pennsylvania Electric Company (Penelec) is also subject to retail rate - ---- regulation by the New York Public Service Commission with respect to retail service to approximately 3,700 customers in Waverly, New York served by Waverly Electric Power & Light Company, a Penelec subsidiary. Waverly Electric's revenues are immaterial, accounting for less than 1% of Penelec's total operating revenues. -----END PRIVACY-ENHANCED MESSAGE-----