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 eight direct
subsidiaries: (i) Ohio Edison Company (Ohio Edison), (ii) The
Cleveland Electric Illuminating Company (Cleveland Electric),
(iii) The Toledo Edison Company (Toledo Edison); (iv) Centerior
Service Company; (v) Centerior Properties Company; (vi) Centerior
Enterprises Corporation; (vii) Market Responsive Energy, Inc.;
and (viii) FirstEnergy Securities Transfer Company.
OHIO EDISON
- -----------
Ohio Edison was organized under the laws of the State of
Ohio 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. The
area it serves has a population of approximately 2,543,000.
During the twelve months ended December 31, 1997, the principal
source of Ohio Edison's operating revenues was derived from the
sale of electricity.
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. The area served by Penn Power has a population of
approximately 344,000. During the twelve months ended December
31, 1997, 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 under the laws of Ohio 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 eight other
wholly-owned subsidiaries: (i) OES Capital, Incorporated,
organized under the laws of the State of Ohio; (ii) OES Fuel,
Incorporated, organized under the laws of the State of Ohio;
(iii) OES Finance, Incorporated, organized under the laws of the
State of Ohio; (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, organized under the laws of the State
of Ohio; (vii) OES Ventures, Incorporated, organized under the
laws of the State of Ohio; and (viii) FirstEnergy Services
Corp., organized under the laws of the State of Ohio. 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.
FirstEnergy Services Corp. includes two subsidiaries, Roth Bros.,
Inc. and RPC Mechanical Inc. who are providers of engineered
heating, ventilation and air-conditioning equipment, and energy
management and control systems. OES Ventures, Incorporated is
part owner of three limited liability companies which own or
apply technologies for the production of gypsum products and one
limited liability company that owns facilities for the
transloading of bulk materials on the Ohio River. These
companies, all of which are organized under the laws of the State
of Ohio, are Eastroc LLC; Eastroc Technologies LLC; Engineered
Processes, Ltd. and Warrenton River Terminal, Ltd. OES Ventures
also has two other subsidiaries, both of which are organized in
Ohio; COMSE Energy Managers Inc. (provides energy efficiency
planning) and Millennium Fuel Services, Ltd. (provides fuel
management services). In addition, 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, an Ohio 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 under the laws of the State
of Ohio 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. During the twelve
months ended December 31, 1997, nearly all of Cleveland
Electric's operating revenues were derived from the sale of
electricity.
TOLEDO EDISON
- -------------
Toledo Edison was organized under the laws of the State of
Ohio 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. During the
twelve months ended December 31, 1997, nearly all of Toledo
Edison's operating revenues were derived from the sale of
electricity.
CENTERIOR SERVICE COMPANY
- -------------------------
Centerior Service Company was organized under the laws of
the State of Ohio in 1986 and is a service company that has
entered into service agreements in the State of Ohio concerning
management, engineering, legal, finance, nuclear operations,
construction, systems dispatch and certain other matters with
Cleveland Electric and Toledo Edison at cost.
CENTERIOR PROPERTIES COMPANY
- ----------------------------
Centerior Properties Company is an Ohio corporation
organized in 1929 that primarily manages non-residential real
estate. It has one subsidiary, BSG Properties, Inc., organized
under the laws of the State of Ohio in 1996 that pursues real
estate development.
CENTERIOR ENTERPRISES COMPANY
- -----------------------------
Centerior Enterprises Company is an Ohio corporation
organized in 1971 whose principal business involves the ownership
of stock investments in certain non-utility ventures. It has six
subsidiaries: (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)
Centerior Telecom Company, which provides telecommunications
services; (v) Centerior Communications Holdings Inc., which holds
equity investments for certain telecommunications ventures and
(vi) Bay Shore Power Company, which proposes to provide steam to
a Toledo Edison generating unit and a nonaffiliated refinery.
MARKET RESPONSIVE ENERGY, INC.
- ------------------------------
Market Responsive Energy, Inc. is a Delaware corporation
organized in 1995 that is a power marketer in the wholesale power
markets.
CENTERIOR FUNDING CORPORATION
Centerior Funding Corporation is a Delaware corporation
organized in 1996 that finances accounts receivable.
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.
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.
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 owns no such property.
OES Capital, Incorporated, OES Fuel, Incorporated, OES
Finance, Incorporated, Ohio Edison Financing Trust, Ohio Edison
Financing Trust II, OES Nuclear, Incorporated, OES Ventures,
Incorporated, FirstEnergy Services Corp., Centerior Service
Company, Centerior Properties Company, Centerior Enterprises
Corporation, Market Responsive Energy, Inc., Centerior Funding
Corporation, The Toledo Edison Capital Corporation and
FirstEnergy Securities Transfer Company are not public utilities.
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
Power System, Inc. (Allegheny Power), 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
Power, 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 Power, 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.
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.
On September 30, 1987, Cleveland Electric sold essentially
all of its 470 MW undivided tenant-in-common interests in Units
1, 2 and 3 of the Bruce Mansfield Plant located in Shippingport,
Pennsylvania. As a result of separate sale and leaseback
transactions completed on that date, Cleveland Electric and
Toledo Edison are co-lessees 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 for terms of about 29-1/2 years.
Cleveland Electric also owns a 371 MW share of Perry Unit 1
located in Perry, Ohio, which was placed in commercial operation
on November 18, 1987 and a 201 MW share of Beaver Valley Nuclear
Power Station Unit No. 2 (Beaver Valley Unit 2) located in
Shippingport, Pennsylvania, which was placed in commercial
operation on November 17, 1987 and leases, as co-lessee with
Toledo Edison, another 18.26% (150 MW) of Beaver Valley Unit 2
for a term of about 29-1/2 years.
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.
On September 30, 1987, Toledo Edison sold essentially all of
its 294 MW undivided tenant-in-common interests in Units 2 and 3
of the Bruce Mansfield Plant located in Shippingport,
Pennsylvania. As a result of separate sale and leaseback
transactions completed on that date, Toledo Edison and Cleveland
Electric are co-lessees 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 for terms of about 29-1/2 years.
Toledo Edison also owns a 238 MW share of Perry Unit 1. On
September 30, 1987, Toledo Edison sold about 18.26% (150 MW) of
its undivided tenant-in-common interests in Beaver Valley Unit 2
located in Shippingport, Pennsylvania (Toledo Edison had owned
19.91% (163 MW) and has retained about a 1.65% interest in that
Unit). On the same day, the purchasers leased those interests to
Toledo Edison (with Cleveland Electric as co-lessee) for a term
of about 29-1/2 years. Toledo Edison is selling 150 MW of its
Beaver Valley Unit 2 leased capacity entitlement of Cleveland
Electric. This sale commenced in November 1988 and it is
anticipated that it will continue at least until 1998.
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 28,670,762,000 kwh
Penn Power 4,817,119,000 kwh
Cleveland Electric 22,278,546,000 kwh
Toledo Edison 11,850,191,000 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 5,255,575,000 kwh
Penn Power 783,914,000 kwh
Cleveland Electric 1,831,716,000 kwh
Toledo Edison 349,131,000 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 1,412,729,000 kwh
Penn Power 684,381,000 kwh
Cleveland Electric 181,262,000 kwh
Toledo Edison 57,045,000 kwh
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.
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on this
27th day of February 1998.
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)
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." The Company's 1997 results
of operations include the results of CEI and TE for the period
November 8, 1997 through December 31, 1997. 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.
<TABLE>
FirstEnergy Consolidated Balance Sheet - December 31, 1997
<CAPTION>
Centerior Centerior Centerior FE
OE CEI TE Service Properties Enterprises Holding Intercompany FE
Consolid. Consolid. Consolid. Company Companies Consolid. MREI Company Eliminations Consolid.
--------- --------- --------- --------- ----------- ---------- ---- ------- ------------ -----------
ASSETS (Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UTILITY PLANT:
In service $8,666,272 $4,578,649 $1,763,495 $ 0 $ 0 $ 32 $ 0 $ 0 $ 0 $15,008,448
Less--Accumulated
provision for
depreciation 3,546,594 1,470,084 619,222 - - - - - - 5,635,900
-----------------------------------------------------------------------------------------------------------
5,119,678 3,108,565 1,144,273 - - 32 - - - 9,372,548
-----------------------------------------------------------------------------------------------------------
Construction work in-
progress--
Electric plant 99,158 41,261 19,901 - - 5,517 - - - 165,837
Nuclear fuel 21,360 6,833 6,632 - - - - - - 34,825
-----------------------------------------------------------------------------------------------------------
120,518 48,094 26,533 - - 5,517 - - - 200,662
-----------------------------------------------------------------------------------------------------------
5,240,196 3,156,659 1,170,806 - - 5,549 - - - 9,573,210
-----------------------------------------------------------------------------------------------------------
OTHER PROPERTY AND
INVESTMENTS:
Capital trust invest-
ments 482,220 575,084 312,873 - - - - - - 1,370,177
Letter of credit
collateralization 277,763 - - - - - - - - 277,763
Other 529,408 126,816 89,120 12,913 23,950 25,530 - 4,183,821 (4,332,396) 659,162
----------------------------------------------------------------------------------------------------------
1,289,391 701,900 401,993 12,913 23,950 25,530 - 4,183,821 (4,332,396) 2,307,102
----------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash
equivalents 4,680 33,775 22,170 17,183 6,555 10,485 3,389 - - 98,237
Accounts Receivable
Customers 235,332 29,759 19,071 - - - - - - 284,162
Other 87,566 98,077 2,593 2,031 1,136 731 26,972 - - 219,106
Associated companies 25,348 8,695 15,199 57,480 223 13 - 1,104 (108,062) -
Notes receivable from
associated companies - - 40,802 16,000 - - - - (56,802) -
Materials and supplies,
at average cost--
Owned 75,580 47,489 31,892 - - - - - - 154,961
Under consignment 47,890 25,411 9,538 - - - - - - 82,839
Prepayments and other 78,348 57,763 26,437 1,138 - - - - - 163,686
-----------------------------------------------------------------------------------------------------------
554,744 300,969 167,702 93,832 7,914 11,229 30,361 1,104 (164,864) 1,002,991
------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Regulatory assets 1,601,709 579,711 442,724 - - - - - - 2,624,144
Goodwill 40,850 1,552,483 514,462 - - - - - - 2,107,795
Unamortized sale and
leaseback costs 95,096 - - - - - - - - 95,096
Property taxes 100,043 125,204 45,338 - - - - - - 270,585
Other 55,426 23,358 15,127 3,180 3,220 (20) 1,471 - (1,890) 99,872
-----------------------------------------------------------------------------------------------------------
1,893,124 2,280,756 1,017,651 3,180 3,220 (20) 1,471 - (1,890) 5,197,492
-----------------------------------------------------------------------------------------------------------
Total Assets $8,977,455 $6,440,284 $2,758,152 $109,925 $35,084 $42,288 $31,832 $4,184,925 $(4,499,150) $18,080,795
</TABLE>
<TABLE>
FirstEnergy Consolidated Balance Sheet - December 31, 1997
<CAPTION>
Centerior Centerior Centerior FE
OE CEI TE Service Properties Enterprises Holding Intercompany FE
Consolid. Consolid. Consolid. Company Companies Consolid. MREI Company Eliminations Consolid.
--------- --------- --------- --------- ----------- ---------- ---- ------- ------------ ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION
AND LIABILITIES
CAPITALIZATION
Common stockholders'
equity $2,724,319 $ 950,904 $ 531,650 $53,240 $29,173 $40,496 $ 2,614 $4,159,598 $(4,332,396) $ 4,159,598
Preferred stock --
Not subject to
mandatory
redemption 160,965 238,325 210,000 - - - - - (609,290) -
Subject to mandatory
redemption 15,000 183,174 1,690 - - - - - (199,864) -
Preferred stock of
consolidated
subsidiaries--
Not subject to
mandatory
redemption 50,905 - - - - - - - 609,290 660,195
Subject to mandatory
redemption 15,000 - - - - - - - 199,864 214,864
Ohio Edison obligated
mandatorily redeem-
able preferred securi-
ties of subsidiary
trust holding solely
Ohio Edison subordin-
ated debentures 120,000 - - - - - - - - 120,000
Long-term debt 2,569,802 3,189,590 1,210,190 - - 253 - - - 6,969,835
------------------------------------------------------------------------------------------------------------
5,655,991 4,561,993 1,953,530 53,240 29,173 40,749 2,614 4,159,598 (4,332,396) 12,124,492
------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Currently payable
long-term debt and
preferred stock 278,492 121,965 69,979 - - - - - - 470,436
Short-term borrowings 302,229 - - - - - - - - 302,229
Accounts payable
Other 114,085 90,737 60,756 19,666 1 149 27,296 - - 312,690
Associated companies 1,751 56,109 21,173 2,107 2,125 701 659 25,327 (109,952) -
Notes payable to
associated companies - 56,802 - - - - - - (56,802) -
Accrued taxes 157,095 194,394 34,441 (5,575) 1,639 689 (746) - - 381,937
Accrued interest 53,165 67,896 26,633 - - - - - - 147,694
Other 115,256 52,297 22,603 3,694 - - - - - 193,850
-----------------------------------------------------------------------------------------------------------
1,022,073 640,200 235,585 19,892 3,765 1,539 27,209 25,327 (166,754) 1,808,836
------------------------------------------------------------------------------------------------------------
DEFERRED CREDITS:
Accumulated deferred
income taxes 1,698,354 496,437 104,543 3,332 1,639 - - - - 2,304,305
Accumulated deferred
investment tax
credits 184,804 96,131 43,265 - - - - - - 324,200
Pensions and other
postretirement
benefits 158,038 198,642 113,254 22,491 - - - - - 492,425
Other 258,195 446,881 307,975 10,970 507 - 2,009 - - 1,026,537
-----------------------------------------------------------------------------------------------------------
2,299,391 1,238,091 569,037 36,793 2,146 - 2,009 - - 4,147,467
-----------------------------------------------------------------------------------------------------------
Total Capitalization
and Liabilities $8,977,455 $6,440,284 $2,758,152 $109,925 $35,084 $42,288 $31,832 $4,184,925 $(4,499,150) $18,080,795
===========================================================================================================
</TABLE>
<TABLE>
FirstEnergy Consolidated Income Statement - 1997
(Dollars in Thousands)
<CAPTION>
Centerior Centerior Centerior FE
OE CEI TE Service Enterprises Properties Holding Intercompany FE
Consolid. Consolid. Consolid. Company Consolid. Companies MREI Company Eliminations Consolid.
--------- --------- --------- --------- ----------- ---------- ---- ------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues $2,473,582 $253,963 $122,669 $48,096 $ 0 $ 0 $ 0 $ 0 $ (76,875) $2,821,435
---------- -------- -------- ------- --- ---- ---- --------- --------- ----------
Operation & Mainte-
nance Expenses
Fuel and Purchased
Power 437,223 51,381 21,261 0 0 0 0 0 (23,598) 486,267
Nuclear Operating
Costs 267,681 15,465 28,977 0 0 0 0 0 0 312,123
Other O&M Expenses 446,779 61,036 22,668 48,571 0 0 0 0 (52,982) 526,072
----------- -------- -------- ------- --- ---- ---- --------- -------- ----------
Total Operation and
Maintenance 1,151,683 127,882 72,906 48,571 0 0 0 0 (76,580) 1,324,462
Depreciation 392,525 22,352 8,882 0 0 0 0 0 0 423,759
General Taxes 234,964 33,912 13,126 559 0 0 0 0 (398) 282,163
Regulatory Asset
Amortization 37,416 3,867 2,338 0 0 0 0 0 0 43,621
Goodwill Amortization 0 5,759 1,913 0 0 0 0 0 0 7,672
Income Taxes 168,427 10,689 4,449 292 0 0 0 0 (59) 183,798
---------- -------- -------- ------- --- ---- ---- -------- --------- ----------
Total Operating
Expenses 1,985,015 204,461 103,614 49,422 0 0 0 0 (77,037) 2,265,475
---------- -------- -------- ------- --- ---- ---- -------- --------- ----------
Operating Income 488,567 49,502 19,055 (1,326) 0 0 0 0 162 555,960
---------- -------- -------- ------- --- ---- ---- -------- --------- ----------
AFUDC (Equity) 0 140 61 0 0 0 0 0 0 201
Subsidiary Earnings 0 0 0 0 0 0 0 305,774 (305,774) 0
Miscellaneous - Net 72,225 7,772 3,424 175 38 204 (887) 397 (1,019) 82,329
Income Taxes (19,378) (3,340) (1,332) (65) 0 (72) 0 0 0 (24,187)
---------- -------- -------- ------- --- ---- ---- -------- --------- ---------
Total Other Income 52,847 4,572 2,153 110 38 132 (887) 306,171 (306,793) 58,343
---------- -------- -------- ------- --- ---- ---- -------- --------- ---------
Total Income 541,414 54,074 21,208 (1,216) 38 132 (887) 306,171 (306,631) 614,303
---------- -------- -------- ------- --- ---- ---- -------- --------- ---------
AFUDC (Borrowed) and
Capitalized Interest (2,700) (631) (138) 0 0 0 0 0 0 (3,469)
Interest on Long-term
Debt 204,285 35,300 13,689 1 0 0 0 397 (857) 252,815
Other Interest Expense 31,209 115 41 0 0 0 0 0 0 31,365
Subsidiaries Preferred
Dividends 15,426 0 0 0 0 0 0 0 12,392 27,818
---------- -------- -------- ------- --- ---- ---- -------- --------- ----------
Net Interest and
Other Charges 248,220 34,784 13,592 1 0 0 0 397 11,535 308,529
---------- -------- -------- ------- --- ---- ---- -------- --------- ----------
Net Income 293,194 19,290 7,616 (1,217) 38 132 (887) 305,774 (318,166) 305,774
Preferred Stock
Dividends 12,392 0 0 0 0 0 0 0 (12,392) 0
---------- -------- -------- ------- --- ---- ---- -------- --------- ----------
Earnings on Common
Stock $ 280,802 $ 19,290 $ 7,616 $(1,217) $38 $132 $(887) $305,774 $(305,774) $ 305,774
========== ======== ======== ======= === ==== ===== ======== ========= ==========
</TABLE>
<TABLE>
FirstEnergy Corp. - Consolidated Statement of Retained Earnings
For the Year Ended December 31, 1997
(In Thousands)
<CAPTION>
Centerior Centerior Centerior FE
OE CEI TE Service Properties Enterprises Holding Intercompany FE
Consolid. Consolid. Consolid. Company Companies Consolid. MREI Company Eliminations Consolid.
--------- --------- --------- --------- ----------- ---------- ---- ------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning
of year $557,642 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $557,642
Net Income 293,194 19,290 7,616 (1,217) 132 38 (887) 305,774 (318,166) 305,774
---------------------------------------------------------------------------------------------------------
850,836 19,290 7,616 (1,217) 132 38 (887) 305,774 (318,166) 863,416
---------------------------------------------------------------------------------------------------------
Cash dividends on
common stock 216,770 - - - - - - - - 216,770
Cash dividends on
preferred stock 12,392 - - - - - - - (12,392) -
---------------------------------------------------------------------------------------------------------
229,162 - - - - - - - (12,392) 216,770
---------------------------------------------------------------------------------------------------------
Balance at end of
year $621,674 $19,290 $7,616 (1,217) $132 $38 $(887) $305,774 $(305,774) $646,646
=========================================================================================================
</TABLE>
EXHIBIT B
FIRSTENERGY CORP.
TWELVE MONTHS ENDED DECEMBER 31, 1997
(IN MILLIONS)
FINANCIAL DATA SCHEDULE
ITEM NO. CAPTION HEADING
- ------- ---------------
1 TOTAL ASSETS $ 18,081
2 TOTAL OPERATING REVENUES $ 2,821
3 NET INCOME $ 306
