-----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, EMT+zSbqglKoM/og4wteUIUwwgD1dTtXiPcQh0nJENdjdE4Jnl3ZPyhpktzXxnaJ 5QGJdRP3Nhe0+npWCSy8QQ== 0001031296-99-000002.txt : 19990301 0001031296-99-000002.hdr.sgml : 19990301 ACCESSION NUMBER: 0001031296-99-000002 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990226 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: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00423 FILM NUMBER: 99551477 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 U-3A-2 1 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 Corp. (FirstEnergy) was organized under the laws of the State of Ohio in 1996. The principal executive offices of FirstEnergy are located in Akron, Ohio. FirstEnergy is a holding company within the meaning of Section 2(a)(7) of the Public Utility Holding Company Act of 1935 (1935 Act). FirstEnergy's principal business is the holding of all of the outstanding common stock of the following 12 direct active subsidiaries: Ohio Edison Company (Ohio Edison), The Cleveland Electric Illuminating Company (Cleveland Electric); The Toledo Edison Company (Toledo Edison); FirstEnergy Properties Company; FirstEnergy Ventures Corporation; FirstEnergy Trading & Power Marketing, Inc.; FirstEnergy Securities Transfer Company; FirstEnergy Facilities Services Group, Inc.; MARBEL Energy Corporation; JR Operating Company; FirstEnergy Services Corporation; and FirstEnergy Nuclear Operating Co.; and the following four direct inactive subsidiaries: Centerior Service Company; FirstEnergy Holdings, LLC; FE Acquisition Corp.; and American Transmission Systems, Inc. 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 furnishes electric service to communities in a 7,500 square mile area of central and northeastern Ohio. Ohio Edison also provides transmission services and electric energy for resale to certain municipalities in its service area and transmission services to certain rural cooperatives. 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, 1998, 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 to communities in a 1,500 square mile area of western Pennsylvania. Penn Power also provides transmission services and electric energy for resale to certain municipalities in Pennsylvania. During the twelve months ended December 31, 1998, the principal source of Penn Power's operating revenues was derived from the sale of electricity. OVEC and IKEC ------------- Ohio Edison owns directly 16.5% of the Common Stock of Ohio Valley Electric Corporation, an Ohio corporation (OVEC). 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 to Penn Power, Ohio Edison has seven other wholly-owned subsidiaries organized, unless otherwise noted, under the laws of the State of Ohio: (i) OES Capital, Incorporated; (ii) OES Fuel, Incorporated; (iii) OES Finance, Incorporated; (iv) Ohio Edison Financing Trust, organized under the laws of the State of Delaware; (v) Ohio Edison Financing Trust II, organized under the laws of the State of Delaware; (vi) OES Nuclear, Incorporated; and (vii) OES Ventures, Incorporated. 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 the laws of the State of Delaware to facilitate the acquisition of lease obligation bonds relating to Ohio Edison's sale and leaseback of individual interests in Beaver Valley Unit No. 2 and Perry Nuclear Power Plant Unit No. 1 (Perry Unit 1) and the resultant reduction in effective cost to Ohio Edison under those leases. Finally, Ohio Edison has a 49% interest in OES 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, transmission, 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, 1998, the principal source of Cleveland Electric's operating revenues was derived from the sale of electricity. - 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, transmission, 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, 1998, 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. FIRSTENERGY PROPERTIES COMPANY - ------------------------------ FirstEnergy Properties Company was organized in 1929 and primarily manages non-residential real estate. It has one subsidiary, BSG Properties, Inc., organized in 1996 that pursues real estate development. FIRSTENERGY VENTURES COMPANY - ---------------------------- FirstEnergy Ventures Company was organized in 1971. It's principal business involves the ownership of stock investments in certain non-utility ventures. It has seven subsidiaries organized under the laws of the State of Ohio: (i) Centerior Power Enterprises Incorporated which, together with CPICOR Management LLC (a non-affiliate), is responsible for implementing a DOE clean coal project; (ii) Centerior Energy Services Inc., which provides various energy services; (iii) Fertile-Earth Inc., which composts certain wastes and wood products into salable mulch and soil amendments; (iv) FirstEnergy Telecom Company, which provides telecommunications services; (v) Centerior Communications Holdings Inc., which holds equity investments for certain telecommunications ventures;(vi) Bay Shore Power Company, which proposes to provide steam to a Toledo Edison generating unit and a nonaffiliated refinery; and (vii) FirstEnergy Fuel Marketing Company which provides products and services to electricity generators and industrial fuel users. FirstEnergy Ventures is also part owner of six Ohio limited liability companies: Eastroc, LLC, Eastroc Technologies, LLC and Engineered Processes, LTD which own or apply technologies for the production of gypsum products; Carbon Plus, LLC which converts nonhazardous waste by-products into new products; Warrenton River Terminal, LTD which owns facilities for the transloading of bulk materials on the Ohio River; and Soils Technology, LLC which recycles discarded materials to manufacture nutrient-rich soils. FIRSTENERGY TRADING & POWER MARKETIING, INC. - ---------------------------------------------- FirstEnergy Trading & Power Marketing, Inc. is a Delaware corporation organized in 1995 that is a power marketer in the wholesale power markets. FIRST ENERGY 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. - 3 - FIRSTENERGY FACILITIES SERVICES GROUP, INC. - ------------------------------------------- FE Facilities Services Group is the parent company of ten direct subsidiaries which are heating, ventilating, air conditioning and energy management companies. These subsidiaries include: (i) Ancoma, Inc. of Rochester New York (New York Corporation); (ii) Colonial Mechanical Corporation of Richmond, Virginia which has a subsidiary Webb Technologies, Inc. of Norfolk, Virginia (both Virginia Corporations); (iii) Dunbar Mechanical Inc. of Toledo, Ohio (Ohio Corporation); (iv) Edwards Electrical & Mechanical, Inc. of Indianapolis, Indiana (Indiana Corporation); (v) Elliott-Lewis Corporation of Philadelphia, Pennsylvania (Pennsylvania Corporation); (vi) L. H. Cranston & Sons, Inc. of Timonium, Maryland (Maryland Corporation); (vii) Roth Bros., Inc. of Youngstown, Ohio (Ohio Corporation); (viii) The Hattenbach Company of Cleveland, Ohio (Ohio Corporation); (ix) R.P.C. Mechanical, Inc. of Cincinnati, Ohio (Ohio Corporation) and (x) Spectrum Controls Systems of Cincinnati, Ohio (Ohio Corporation). MARBEL ENERGY CORPORATION - ------------------------- MARBEL Energy Corporation is a fully integrated natural gas 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 MB Operating Company, Inc., a natural gas exploration and production company which has as subsidiaries, J. R. Nominee Corp., J. R. Nominee Corp. II and Natural Gas Brokerage Corporation (all Ohio Corporations) and Northeast Ohio Operating Companies, Inc. which has as subsidiaries Gas Transport, Inc., NEO Construction Company, Ohio Intrastate Gas Transmission Company and Northeast Ohio Gas Marketing, Inc. (all Ohio Corporations). JR OPERATING COMPANY - -------------------- JR Operating Company engages in the acquisition and development of oil and gas properties. FIRSTENERGY SERVICES CORPORATION - -------------------------------- During 1998, we established a national sales group within FirstEnergy Services Corp. to pursue sales in the unregulated electric utility market. The national sales group began selling in the Pennsylvania market following the restructuring which opened the generation business to increased competition. FIRSTENERGY NUCLEAR OPERATING COMPANY - ------------------------------------- FirstEnergy Nuclear Operating Company (FENOC) operates the Davis-Besse Nuclear Power Station and the Perry Nuclear Power Plant under the supervision and direction of the owners of those facilities. 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. - 4 - OHIO EDISON and PENN POWER - -------------------------- Ohio Edison and Penn Power (OES) own or lease all or a portion of 39 electric generating units, consisting of 18 coal fired units, three nuclear units, seven oil fired units, one gas/oil fired unit and 10 diesel generators (located at three sites), which have total net generating capacity of 5,757 megawatts (MW). All of the electric properties owned by OES are located within the State of Ohio and the Commonwealth of Pennsylvania. Eleven of the 18 coal fired units are 100% owned by Ohio Edison, and all such units are located in Ohio. Four of the 18 coal fired units are held in a combined OES ownership along with other parties and the remaining three coal fired units are 100% owned by Penn Power. The three nuclear units consist of (i) Beaver Valley 1, located in Pennsylvania and representing a 425 MW share from a combined OES ownership of 52.50%, (ii) Beaver Valley 2, also located in Pennsylvania and representing a 343 MW share from an Ohio Edison ownership and leasehold interest of 41.88%, and (iii) Perry Unit 1, located in Ohio and representing a 421 MW share from a combined OES ownership and leasehold interest of 35.24%. One of the seven oil fired units is located in Ohio and 100% owned by Ohio Edison. The remaining six oil fired units are also located in Ohio but are held in a combined OES ownership. The oil/natural gas unit is located in Ohio and is 100% owned by Ohio Edison. Two of the three diesel generator sites are located in Ohio and the remaining diesel generator site is located in Pennsylvania. All three diesel generator sites are held in a combined OES ownership. OES has a transmission system of 5,647 circuit line miles covering an area of approximately 9,000 square miles. The transmission system has 629 circuit miles of 345 kilovolt (kV) lines, 2,350 circuit miles of 138 kV lines, 1,894 circuit miles of 69 kV lines, 180 circuit miles of 34.5 kV lines and 594 circuit miles of 23 kV lines. Additionally, OES's electric distribution systems include 26,463 miles of overhead pole line and underground conduit carrying primary, secondary and street lighting circuits. OES owns, individually or together with one or more of the other Central Area Power Coordination Group (CAPCO) companies (Cleveland Electric, Toledo Edison and Duquesne Light Company (Duquesne)) as tenants in common, 448 substations with a total installed transformer capacity of 24,849,513 kV-amperes, of which 70 are transmission substations, including nine located at generating plants. Ohio Edison and Penn Power are extensively interconnected, with 12 points of interconnection at voltage levels ranging from 23 kV to 345 kV. Ohio Edison and Cleveland Electric have five 345 kV and four 138 kV interconnections, and Ohio Edison and Toledo Edison have one 345 kV and one 138 kV interconnection. Ohio Edison and Toledo Edison also have one 69 kV interconnection, which is normally operated open. Ohio Edison has one 345 kV interconnection with Allegheny Energy, seven 345 kV interconnections with American Electric Power Company, Inc. (AEP) and five 345 kV interconnections with Duquesne. Ohio Edison has the following 138 kV interconnections: one with Allegheny Energy, eight with AEP and three with Dayton Power and Light Company (Dayton). Ohio Edison also has one 23 kV interconnection with AEP. The 69 kV interconnections with Dayton and AEP, and the 23 kV interconnection with AEP, normally are operated open. One of the 138 kV interconnections with AEP is also normally operated open. OES also has the following 69 kV interconnections: one with Dayton, one with AEP, one with Allegheny Energy, and one with Duquesne. Ohio Edison does not own or have any financial interest in any natural gas pipeline company. However, at Ohio Edison's Edgewater plant, OES Fuel owns a four mile gas pipeline that connects the Edgewater plant to the Columbia Gas Transmission system. - 5 - 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 transmission facilities do not interconnect directly with the OES or Toledo Edison systems. CLEVELAND ELECTRIC - ------------------ Cleveland Electric's generating properties consist of all or a portion of: (i)15 units at four fossil fuel plants including the Avon Lake Plant, located in Avon Lake, 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 452 MW share of Davis-Besse Nuclear Power Station located in Oak Harbor, Ohio; and a (iii) 351 MW share of a pumped storage hydroelectric plant (Seneca Plant) located in Warren, Pennsylvania. These six Cleveland Electric-owned plants have a net demonstrated capability of 2,997 MW. Cleveland Electric and Toledo Edison as co-lessees, have an ownership share of 6.5% (51 MW), 45.9% (358 MW) and 44.38% (355 MW) of Units 1, 2 and 3, respectively, of the coal-fired Bruce Mansfield Plant located in Shippingport, Pennsylvania. Cleveland Electric also has a 31.11% ownership share (371 MW) of Perry Unit 1 located in Perry, Ohio, and a 24.47% share (201 MW) of Beaver Valley Nuclear Power Station Unit No. 2 (Beaver Valley Unit 2) located in Shippingport, Pennsylvania, and leases, as co-lessee with Toledo Edison, another 18.26% (150 MW) of Beaver Valley Unit 2. Cleveland Electric owns the transmission facilities located in the area it serves in northeastern Ohio for transmitting electric energy to all of its customers, except for one 5.5 mile 138 kV transmission line that Cleveland Electric leases from the City of Cleveland. The portions of the transmission lines located in Pennsylvania to the Seneca Plant, Bruce Mansfield Plant and the Beaver Valley Power Station are not owned by Cleveland Electric. Cleveland Electric has a transmission interconnection with Pennsylvania Electric Company, which provides for transmission of electric energy from the Seneca Plant. Cleveland Electric also has interconnections with Ohio Edison which provide for the transmission of electric energy from the Bruce Mansfield Plant and the Beaver Valley Nuclear Power Station, and also interconnects with AEP. Cleveland Electric's transmission facilities consist of transmission lines and transmission substations operating at various voltages between 11,000 volts and 345,000 volts. Cleveland Electric owns the distribution facilities located in the area it serves in northeastern Ohio for distributing electric energy to all of its customers. These distribution facilities consist primarily of distribution lines and distribution substations and related service facilities and are used to serve electric energy to customers pursuant to franchises granted by the State of Ohio and, in some instances, by municipalities. TOLEDO EDISON - ------------- Toledo Edison's generating properties consist of : (i) one wholly-owned fossil fuel electric generating station, Bay Shore, located in Lucas County, Ohio; (ii) a 428 MW share of Davis-Besse Nuclear Power Station 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 Toledo Edison-owned plants have a net demonstrated capability of 1,136 MW. - 6 - Toledo Edison and Cleveland Electric as co-lessees, have an ownership share of 6.5% (51 MW), 45.9% (358 MW) and 44.38% (355 MW) of Units 1, 2 and 3, respectively, of the coal-fired Bruce Mansfield Plant located in Shippingport, Pennsylvania. Toledo Edison also has a 19.91% ownership share (238 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 Unit 2. Toledo Edison is presently selling 150 MW of its Beaver Valley Unit 2 leased capacity entitlement to Cleveland Electric. Toledo Edison's transmission facilities consist of transmission lines and transmission substations operating at various voltages between 23,000 volts and 345,000 volts. Toledo Edison owns the transmission facilities located in the area it serves in northwestern Ohio for transmitting electric energy to all of its customers. The portions of the transmission lines located in Pennsylvania to the Bruce Mansfield Plant and the Beaver Valley Power Station are not owned by Toledo Edison. Toledo Edison has interconnections with Ohio Edison which provide for the transmission of electric energy from the Bruce Mansfield Plant and the Beaver Valley Nuclear Power Station. Toledo Edison also has transmission interconnections with Consumers Power Company, The Detroit Edison Company and AEP. Toledo Edison owns the distribution facilities located in the area it serves in northwestern Ohio for distributing electric energy to all of its customers. These distribution facilities consist primarily of distribution lines and distribution substations and related service facilities and are used to serve electric energy to its customers. 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 28,428,132,000 kwh Penn Power 4,774,429,000 kwh Cleveland Electric 20,766,217,000 kwh Toledo Edison 11,355,192,000 kwh (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 Penn Power None Cleveland Electric None Toledo Edison None (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 2,410,544,000 kwh Penn Power 859,235,000 kwh Cleveland Electric 845,425,000 kwh Toledo Edison 297,576,000 kwh (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 169,876,000 kwh Penn Power 258,141,000 kwh Cleveland Electric 938,891,000 kwh Toledo Edison 395,391,000 kwh - 7 - 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. Not applicable. (b) Name of each system company that holds an interest in such EWG or foreign utility company and description of the interest held. Not applicable. (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. Not applicable. (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. Not applicable. (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). Not applicable. - 8 - The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 26th day of February 1999. 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) - 9 - 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), and The Toledo Edison Company (TE). 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 generally accepted accounting principles requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. - 10 - FirstEnergy Corp. Consolidating Balance Sheet December 31, 1998
FE FE Holding OE FE FE FE Facilities Elimin- FE Corp. Consolid. CEI TE FETPM Marbel Ventures Properties Services Services ations Consolid. ----- -------- ---- ---- ----- ------ -------- ---------- -------- ---------- ------ --------- (Dollars in Millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1 $ 33 $ 19 $ 4 $ 0 $ 1 $ 6 $ 9 $ 0 $ 5 $ 0 $ 78 Accounts Receivables- Customers -- 215 17 7 -- -- -- -- -- -- -- 239 Other 4 48 143 3 12 9 3 1 -- 99 -- 322 Associated companies 202 375 16 29 14 -- 4 1 74 -- (715) -- Notes receivable from associated companies 97 -- 53 102 -- -- -- -- -- -- (252) -- Materials and supplies Owned -- 77 38 26 -- 1 -- -- -- 5 -- 147 Under consignment -- 48 44 18 -- -- -- -- -- -- -- 110 Prepayments and other 2 79 58 26 4 1 -- -- 1 1 1 173 ----------------------------------------------------------------------------------------------------- 306 875 388 215 30 12 13 11 75 110 (966) 1,069 ----------------------------------------------------------------------------------------------------- PROPERTY, PLANT AND EQUIPMENT: In service -- 8,187 4,666 1,764 -- 200 68 30 -- 47 -- 14,962 Less - Accumulated provision for depreciation -- 3,620 1,641 630 -- 88 1 8 -- 26 -- 6,014 ----------------------------------------------------------------------------------------------------- -- 4,567 3,025 1,134 -- 112 67 22 -- 21 -- 8,948 Construction work in progress -- 191 57 38 1 -- 7 -- -- -- -- 294 ------------------------------------------------------------------------------------------------------ -- 4,758 3,082 1,172 1 112 74 22 -- 21 -- 9,242 ------------------------------------------------------------------------------------------------------ INVESTMENTS: Capital trust investments -- 475 543 311 -- -- -- -- -- -- -- 1,329 Letter of credit collateralization -- 278 -- -- -- -- -- -- -- -- -- 278 Other 4,709 374 138 103 -- -- 110 1 -- 1 (4,624) 812 ------------------------------------------------------------------------------------------------------ 4,709 1,127 681 414 -- -- 110 1 -- 1 (4,624) 2,419 ------------------------------------------------------------------------------------------------------ DEFERRED CHARGES: Regulatory assets -- 1,723 556 418 -- -- -- -- -- -- -- 2,697 Goodwill -- -- 1,471 475 -- 38 -- -- -- 183 -- 2,167 Other 17 249 140 46 23 1 5 -- 5 4 (21) 469 ------------------------------------------------------------------------------------------------------ 17 1,972 2,167 939 23 39 5 -- 5 187 (21) 5,333 ------------------------------------------------------------------------------------------------------ TOTAL ASSETS $5,032 $8,732 $6,318 $2,740 $54 $163 $202 $34 $80 $319 $(5,611) $18,063 =====================================================================================================
- 11 - FirstEnergy Corp. Consolidating Balance Sheet December 31, 1998
FE FE Holding OE FE FE FE Facilities Elimin- FE Corp. Consolid. CEI TE FETPM Marbel Ventures Properties Services Services ations Consolid. ----- -------- ---- ---- ----- ------ -------- ---------- -------- --------- ------ -------- (Dollars in Millions) LIABILITIES AND CAPITALIZATION CURRENT LIABILITIES: Currently payable long- term debt and preferred stock $ 0 $ 529 $ 208 $ 130 $ 0 $ 2 $ 0 $ 0 $ 0 $ 7 $ 0 $ 876 Short-term borrowings -- 249 -- -- -- -- -- -- -- 5 -- 254 Accounts payable Other (2) 89 93 62 8 8 -- -- -- 47 -- 305 Associated companies 348 10 48 34 -- -- 8 -- 7 226 (681) -- Notes payable to associated companies -- 89 81 -- 82 -- -- -- -- -- (252) -- Accrued taxes (2) 188 192 52 -- 1 2 2 -- -- (33) 402 Accrued interest -- 45 67 25 -- 1 4 -- -- -- -- 142 Other 22 114 37 15 1 -- -- -- -- 15 -- 204 ------------------------------------------------------------------------------------------------------- 366 1,313 726 318 91 12 14 2 7 300 (966) 2,183 ------------------------------------------------------------------------------------------------------- CAPITALIZATION: Common stockholders' equity 4,588 2,682 1,008 557 (49) 112 40 30 73 6 (4,598) 4,449 Preferred stock- Not subject to mandatory redemption -- 161 238 210 -- -- -- -- -- -- (609) -- Subject to mandatory redemption -- 10 150 -- -- -- -- -- -- -- (160) -- Preferred stock of consolidated subsidiaries- Not subject to mandatory redemption -- 51 -- -- -- -- -- -- -- -- 609 660 Subject to mandatory redemption -- 15 -- -- -- -- -- -- -- -- 160 175 Ohio Edison obligated mandatorily redeemable preferred securities of subsidiary trust hold- ing solely Ohio Edison subordinated debentures -- 120 -- -- -- -- -- -- -- -- -- 120 Long-term debt 75 2,215 2,888 1,084 -- 10 148 -- -- 7 (75) 6,352 ------------------------------------------------------------------------------------------------------ 4,663 5,254 4,284 1,851 (49) 122 188 30 73 13 (4,673) 11,756 ------------------------------------------------------------------------------------------------------ DEFERRED CREDITS: Accumulated deferred income taxes 1 1,602 524 151 -- 24 -- 1 -- -- (21) 2,282 Accumulated deferred investment tax credits -- 154 91 41 -- -- -- -- -- -- -- 286 Pensions and other post- retirement benefits -- 137 218 122 -- -- -- -- -- -- 49 526 Other 2 272 475 257 12 5 -- 1 -- 6 -- 1,030 ------------------------------------------------------------------------------------------------------- 3 2,165 1,308 571 12 29 -- 2 -- 6 28 4,124 ------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND CAPITALIZATION $5,032 $8,732 $6,318 $2,740 $54 $163 $202 $34 $80 $319 $(5,611) $18,063 ======================================================================================================
- 12 - FirstEnergy Consolidating Income Statement - 1998
FE FE Holding OE FE FE FE Facilities Elimin- FE Corp. Consolid. CEI TE FETPM Marbel Ventures Properties Services Services ations Consolid. ----- -------- ---- ---- ----- ------ -------- ---------- -------- ---------- ------ --------- (Dollars in Millions) Revenues: Electric Sales 290 2,469 1,746 907 (432) 4,980 Other - electric utilities 142 93 55 (46) 244 Facilities services 198 198 Electric trading & power marketing 437 (26) 411 Other 26 0 2 0 28 ------------------------------------------------------------------------------------------------------ Total Revenues 290 2,611 1,839 962 437 26 0 2 0 198 (504) 5,861 Expenses: Fuel & Purchased Power 288 512 436 202 0 0 0 0 0 0 (455) 983 Other expenses: Electric utilities 5 714 453 343 0 0 0 0 0 0 (36) 1,479 Facilities services 184 184 Electric trading & power marketing 522 (5) 517 Other 22 6 0 13 41 Provisions for depreciation and amortization 0 416 224 95 0 4 0 0 0 2 0 741 General taxes 0 243 221 86 0 0 0 0 0 0 1 551 ------------------------------------------------------------------------------------------------------ Total expenses 293 1,885 1,334 726 522 26 6 0 13 186 (495) 4,496 Income Before Interest and Income Taxes (3) 726 505 236 (85) 0 (6) 2 (13) 12 (9) 1,365 Net Interest Charges: Interest Expense 1 220 231 87 2 0 9 0 0 2 (9) 543 Allowance for borrowed funds used during con- struction and capital- ized interest 0 (2) (2) (2) 0 0 (2) 0 0 0 0 (8) Subsidiaries' preferred stock dividends 0 15 0 0 0 0 0 0 0 0 51 66 ----------------------------------------------------------------------------------------------------- Net interest charges 1 233 229 85 2 0 7 0 0 2 42 601 Income Taxes (2) 191 111 63 (35) 0 (5) 1 (6) 4 0 322 Subsidiary Equity Earnings 413 0 0 0 0 0 0 0 0 0 (413) 0 Income Before Extra- ordinary Item 411 302 165 88 (52) 0 (8) 1 (7) 6 (464) 442 Extraordinary Item (Net of Income Tax Benefit) 0 (31) 0 0 0 0 0 0 0 0 0 (31) Net Income 411 271 165 88 (52) 0 (8) 1 (7) 6 (464) 411 Preferred Stock Dividend Requirements 0 12 25 14 0 0 0 0 0 0 (51) 0 Earnings Available for Common 411 259 140 74 (52) 0 (8) 1 (7) 6 (413) 411
- 13 - FirstEnergy Corp. - Consolidating Statement of Retained Earnings For the Year Ended December 31, 1998
FE FE Holding OE FE FE FE Facilities Elimin- FE Corp. Consolid. CEI TE FETPM Marbel Ventures Properties Services Services ations Consolid. ----- -------- ---- ---- ----- ------ -------- ---------- -------- ---------- ------ --------- (Dollars in Millions) Balance at beginning of year $ 647 $622 $ 19 $ 8 $ (1) $(2) $ 0 $0 $ 0 $0 $ (646) $ 647 Net Income 411 271 165 88 (52) -- (8) 1 (7) 6 (464) 411 --------------------------------------------------------------------------------------------------------- 1,058 893 184 96 (53) (2) (8) 1 (7) 6 (1,110) 1,058 --------------------------------------------------------------------------------------------------------- Cash dividends on common stock 339 297 86 51 -- -- -- -- -- -- (434) 339 Cash dividends on preferred stock -- 12 22 12 -- -- -- -- -- -- (46) -- --------------------------------------------------------------------------------------------------------- 339 309 108 63 -- -- -- -- -- -- (480) 339 --------------------------------------------------------------------------------------------------------- Balance at end of year $ 719 $584 $ 76 $33 $(53) $(2) $(8) $1 $(7) $6 $ (630) $ 719 ==========================================================================================================
- 14 - EXHIBIT B FIRSTENERGY CORP. TWELVE MONTHS ENDED DECEMBER 31, 1998 (In Millions) FINANCIAL DATA SCHEDULE ITEM NO. CAPTION HEADING -------- --------------- 1 Total Assets $18,063 2 Total Revenues $ 5,861 3 Net Income $ 411 - 15 - -----END PRIVACY-ENHANCED MESSAGE-----