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 -
<PAGE>
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.
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<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
<TABLE>
FirstEnergy Corp. Consolidating Balance Sheet
December 31, 1998
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
=====================================================================================================
</TABLE>
- 11 -
<PAGE>
<TABLE>
FirstEnergy Corp. Consolidating Balance Sheet
December 31, 1998
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======================================================================================================
</TABLE>
- 12 -
<PAGE>
<TABLE>
FirstEnergy Consolidating Income Statement - 1998
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
- 13 -
<PAGE>
<TABLE>
FirstEnergy Corp. - Consolidating Statement of Retained Earnings
For the Year Ended December 31, 1998
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
==========================================================================================================
</TABLE>
- 14 -
<PAGE>
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 -
