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 11 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 Services, Inc.; FirstEnergy
Securities Transfer Company; FirstEnergy Facilities Services Group,
LLC; MARBEL Energy Corporation; 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. FirstEnergy also has the indirect subsidiaries noted
below. 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, 1999, the
principal source of Ohio Edison's operating revenues was derived from
the sale of electricity.
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OHIO EDISON SUBSIDIARIES - PENNSYLVANIA POWER COMPANY
-----------------------------------------------------
Ohio Edison owns all of the Common Stock of Pennsylvania
Power Company (Penn Power). Penn Power was organized under the laws
of the Commonwealth of Pennsylvania in 1930 and owns property and
does business as an electric public utility in that state. Penn Power
is also authorized to do business and owns property in the State of
Ohio. Penn Power furnishes electric service primarily to 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, 1999, the principal source of Penn Power's
operating revenues was derived from the distribution and sale of
electricity.
OVEC and IKEC
-------------
Ohio Edison owns directly 16.5% of the Common Stock of
Ohio Valley Electric Corporation, 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 eight other
wholly-owned subsidiaries organized, unless otherwise noted, under
the laws of the State of Ohio: (i) OES Capital, Incorporated,
formerly an Ohio Corporation, reorganized as a Delaware corporation;
(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; (vii)
OES Ventures, Incorporated; and (viii) FirstEnergy Engineering,
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
FirstEnergy Engineering Incorporated, a corporation that provides
engineering services at cost as a subcontractor on construction
projects undertaken by Ohio Edison for third parties. Other than Penn
Power, these subsidiaries do not, individually or in the aggregate,
have a material effect on the consolidated financial statements of
Ohio Edison.
CLEVELAND ELECTRIC
- ------------------
Cleveland Electric was organized in 1892 and is a public utility
engaged primarily in the generation, 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, 1999,
the principal source of Cleveland Electric's operating revenues was
derived from the sale of electricity.
CENTERIOR FUNDING CORPORATION
-----------------------------
Centerior Funding Corporation is a Delaware corporation
organized in 1996 that finances accounts receivable.
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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, 1999, 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. Its
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 SERVICES, INC.
- ----------------------------------
FirstEnergy Trading Services, Inc.(formerly known as
FirstEnergy Trading & Power Marketing, Inc.) is a Delaware
corporation organized in 1995 that acquires and arranges for the
delivery of electricity and natural gas to the retail customers of
FirstEnergy's unregulated marketing and sales affiliates.
FIRSTENERGY SECURITIES TRANSFER COMPANY
- ----------------------------------------
FirstEnergy Securities Transfer Company is an Ohio
corporation organized in 1997 to act as transfer agent and registrar
for the securities of FirstEnergy and its direct and indirect
subsidiaries.
FIRSTENERGY FACILITIES SERVICES GROUP, LLC
- ------------------------------------------
FE Facilities Services Group is the parent company of
eleven 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,
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Virginia (Virginia Corporation); (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) which has the following subsidiaries: A. A. Duckett,
Inc. (Delaware Corporation), Sautter Crane Rental, Inc. (Pennsylvania
Corporation) , and E-L Enterprises, Inc. (Delaware Corporation) which
acts as the holding company for R. L. Anderson, Inc. (Florida
Corporation), Airdex Air Conditioning Corporation (Florida
Corporation), and Modern Air Conditioning, Inc. (Florida
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); (x) Spectrum Controls Systems of Cincinnati, Ohio
(Ohio Corporation) and (xi) Webb Technologies, Inc. of Norfolk,
Virginia (Virginia Corporation).
MARBEL ENERGY CORPORATION
- -------------------------
MARBEL Energy Corporation is a company owning interests in
crude oil and natural gas production, as well as natural gas
distribution and transmission facilities. MARBEL's subsidiaries
include Marbel HoldCo, Inc. a holding company which has a 50%
ownership in Great Lakes Energy Partners, LLC, an oil and natural gas
exploration and production venture and Northeast Ohio Operating
Companies, Inc. which has as subsidiaries Gas Transport, Inc.
(Delaware Corporation) and NEO Construction Company (Ohio
Corporation).
FIRSTENERGY SERVICES CORPORATION
- --------------------------------
FirstEnergy Services Corp. offers energy-related products
and services on a national basis. FirstEnergy Services Corp. has one
subsidiary, Penn Power Energy, Inc. (a Pennsylvania corporation)
which provides electric generation services and other energy services
to Pennsylvania customers under Pennsylvania's deregulated
environment.
FIRSTENERGY NUCLEAR OPERATING COMPANY
- -------------------------------------
FirstEnergy Nuclear Operating Company (FENOC) operates the
Davis-Besse, Perry and Beaver Valley nuclear power plants.
2. A brief description of the properties of claimant and each
of its subsidiary public utility companies used for the generation,
transmission, and distribution of electric energy for sale, or for
the production, transmission, and distribution of natural or
manufactured gas, indicating the location of principal generating
plants, transmission lines, producing fields, gas manufacturing
plants, and electric and gas distribution facilities, including all
such properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which
deliver or receive electric energy or gas at the borders of such
State.
On March 26, 1999, FirstEnergy completed its agreements with
Duquesne Light Company (Duquesne) to exchange certain generating
assets. All regulatory approvals were received by October 1999. In
December 1999, Duquesne transferred 1,436 megawatts owned by Duquesne
at eight generating units which were previously jointly owned by Ohio
Edison, Cleveland Electric, Toledo Edison, Penn Power and Duquesne in
exchange for 1,328 megawatts at three other power plants owned by
Ohio Edison, Penn Power and Cleveland Electric.
OHIO EDISON and PENN POWER
- --------------------------
Ohio Edison and Penn Power (OES) own or lease all or a
portion of 31 electric generating units, consisting of 13 coal fired
units, three nuclear units, six oil fired units, one gas/oil fired
unit and eight diesel generators (located at two sites), which have
total net generating capacity of 6,057 megawatts (MW). All of the
electric properties owned by OES are located within the State of Ohio
and the Commonwealth of Pennsylvania.
Nine of the 13 coal fired units are 100% owned by Ohio
Edison, and all such units are located in Ohio. Four of the 13 coal
fired units are held in a combined OES ownership along with other
FirstEnergy affiliates.
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The three nuclear units consist of (i) Beaver Valley 1 (810
MW), located in Pennsylvania, (ii) Beaver Valley 2, also located in
Pennsylvania and representing a 456 MW share from a combined OES
ownership and leasehold interest of 55.61%, 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%.
The six oil-fired units are also located in Ohio and are
held in a combined OES ownership. The oil/natural gas unit is located
in Ohio and is 100% owned by Ohio Edison. The two diesel generator
sites are located in Ohio and are held in a combined OES ownership.
OES has a transmission system covering an area of
approximately 9,000 square miles. The transmission system consists of
345 kilovolt (kV) lines, 138 kV lines, 69 kV lines, 34.5 kV lines and
23 kV lines. Additionally, OES's electric distribution systems
include 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 FirstEnergy companies 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.
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)10 units at four fossil fuel plants including the
Sammis Plant, located in Stratton, Ohio, the Lake Shore Plant,
located in Cleveland, Ohio, the Eastlake Plant, located in Eastlake,
Ohio, and the Ashtabula Plant, located in Ashtabula, Ohio; (ii) a 454
MW share of Davis-Besse Nuclear Power Station located in Oak Harbor,
Ohio; and a (iii) pumped storage hydroelectric plant (Seneca Plant)
located in Warren, Pennsylvania. These Cleveland Electric-owned
plants have a net demonstrated capability of 2,923 MW.
Cleveland Electric and Toledo Edison as co-lessees, have an
ownership share of 6.5% (51 MW), 47.56% (371 MW) and 44.38% (355 MW)
of Units 1, 2 and 3, respectively, of the coal-fired Bruce Mansfield
Plant located in Shippingport, Pennsylvania.
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Cleveland Electric also has a 44.81% ownership share (535
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 19.88% (163 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 429 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 1,137 MW.
Toledo Edison and Cleveland Electric as co-lessees, have an
ownership share of 6.5% (51 MW), 47.56% (371 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.
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<PAGE>
3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public utility
companies:
(a) Number of kwh of electric energy sold (at retail or
wholesale), and Mcf. of natural or manufactured gas distributed
at retail.
Ohio Edison 31,070,880,000 kwh $2,331,994,381
Penn Power 4,941,205,000 kwh 298,510,375
Cleveland Electric 22,629,101,000 kwh 1,806,692,386
Toledo Edison 12,387,739,000 kwh 912,533,152
(b) Number of kwh. of electric energy and Mcf. of natural
or manufactured gas distributed at retail outside the State in
which each such company is organized.
Ohio Edison None $ 0
Penn Power None 0
Cleveland Electric None 0
Toledo Edison None 0
(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 6,820,939,000 kwh $164,926,866
Penn Power 1,027,275,000 kwh 35,995,214
Cleveland Electric 1,882,687,000 kwh 41,434,295
Toledo Edison 607,172,000 kwh 11,501,838
(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 340,561,000 kwh $ 17,824,083
Penn Power 500,501,000 kwh 11,237,160
Cleveland Electric 905,189,000 kwh 39,505,128
Toledo Edison 270,607,000 kwh 12,221,378
FirstEnergy and its affiliates buy and sell power in the
following states: Pennsylvania, Missouri, Texas, Minnesota, North
Carolina, Massachusetts, Maryland, Michigan, New York, New Jersey,
North Dakota, Georgia, Nebraska, Virginia and Indiana.
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
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.
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(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 29th
day of February 2000.
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)
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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.
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<TABLE>
FirstEnergy Corp. Consolidating Balance Sheet
(Unaudited)
December 31, 1999
<CAPTION>
FE FE
Hold. OE FE FE FE Facil .Elimin- FE
Corp. Consol. CEI TE FENOC FETS Marbel Vent. Prop. Serv. Serv. ations Consol.
----- ------- --- -- ----- ---- ------ ----- ----- ----- ----- ------ ------
(Dollars in Millions)
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ -- $ 87 $ 1 $ 1 $ -- $ 7 $ 1 $ -- $-- $-- $ 15 $ -- $ 112
Accounts Receivables-
Customers 1 279 17 13 -- -- -- -- -- 13 -- -- 323
Other 13 36 171 (2) 4 82 -- 5 -- 4 131 1 445
Associated companies 123 367 18 41 30 44 -- 3 -- 17 1 (644) --
Notes receivable from
associated companies 292 -- -- 8 -- -- -- 56 9 -- -- (365) --
Materials and supplies
Owned -- 69 39 23 -- 14 -- 4 -- -- 6 -- 155
Under consignment -- 55 24 20 -- -- -- -- -- -- -- -- 99
Prepayments and other 4 74 56 26 -- 1 -- 1 -- 3 2 1 168
----------------------------------------------------------------------------------------------------
433 967 326 130 34 148 1 69 9 37 155 (1,007) 1,302
----------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
In service -- 8,149 4,487 1,784 -- 2 17 133 35 4 34 -- 14,645
Less - Accumulated provision
for depreciation -- 3,726 1,500 674 -- -- 4 -- 8 -- 7 -- 5,919
----------------------------------------------------------------------------------------------------
-- 4,423 2,987 1,110 -- 2 13 133 27 4 27 -- 8,726
Construction work in
progress -- 216 55 96 -- -- -- -- -- -- -- -- 367
----------------------------------------------------------------------------------------------------
-- 4,639 3,042 1,206 -- 2 13 133 27 4 27 -- 9,093
----------------------------------------------------------------------------------------------------
INVESTMENTS:
Capital trust investments -- 469 517 295 -- -- -- -- -- -- -- -- 1,281
Letter of credit
collateralization -- 278 -- -- -- -- -- -- -- -- -- -- 278
Nuclear plant decommis-
sioning trust -- 237 183 124 -- -- -- -- -- -- -- -- 544
Other 4,770 262 14 1 -- -- 109 68 1 1 1 (4,627) 600
----------------------------------------------------------------------------------------------------
4,770 1,246 714 420 -- -- 109 68 1 1 1 (4,627) 2,703
----------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Regulatory assets -- 1,618 540 385 -- -- -- -- -- -- -- -- 2,543
Goodwill -- -- 1,440 465 -- 25 -- -- -- -- 199 -- 2,129
Other 18 230 146 49 -- 6 1 5 1 2 2 (6) 454
----------------------------------------------------------------------------------------------------
18 1,848 2,126 899 -- 31 1 5 1 2 201 (6) 5,126
----------------------------------------------------------------------------------------------------
TOTAL ASSETS $5,221 $8,700 $6,208 $2,655 $34 $181 $124 $275 $38 $44 $384 $(5,640) $18,224
====================================================================================================
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</TABLE>
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<TABLE>
FirstEnergy Corp. Consolidating Balance Sheet (Cont'd)
(Unaudited)
December 31, 1999
<CAPTION>
FE FE
Hold. OE FE FE FE Facil. Elimin- FE
Corp. Consol. CEI TE FENOC FETS Marbel Vent. Prop. Serv. Serv. ations Consol.
----- ------- --- -- ----- ---- ------ ----- ----- ----- ----- ------ ------
(Dollars in Millions)
<S> <C> <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 $ -- $ 423 $ 241 $ 96 $-- $ -- $ -- $ -- $-- $-- $ 3 $ -- $ 763
Short-term borrowings 90 323 -- -- -- -- -- -- -- -- 5 -- 418
Accounts payable
Other 29 63 51 27 31 80 6 1 -- 8 60 5 361
Associated companies 347 51 86 21 1 39 -- 9 3 35 -- (592) --
Notes payable to associ-
ated companies 65 36 103 34 -- 118 -- -- -- -- 9 (365) --
Accrued taxes (4) 207 177 58 -- -- 3 15 3 3 -- (52) 410
Accrued interest 1 38 61 22 -- -- 1 3 -- -- -- -- 126
Other 40 95 83 48 -- -- -- 1 -- 3 30 -- 300
----------------------------------------------------------------------------------------------------
568 1,236 802 306 32 237 10 29 6 49 107 (1,004) 2,378
----------------------------------------------------------------------------------------------------
CAPITALIZATION:
Common stockholders'
equity 4,564 2,624 967 552 -- (57) 85 98 30 (8) 259 (4,550) 4,564
Preferred stock-
Not subject to mandatory
redemption -- 161 238 210 -- -- -- -- -- -- -- (609) --
Subject to mandatory
redemption -- 5 116 -- -- -- -- -- -- -- -- (121) --
Preferred stock of
consolidated subsidiaries-
Not subject to mandatory
redemption 39 -- -- -- -- -- -- -- -- -- -- 609 648
Subject to mandatory
redemption -- 15 -- -- -- -- -- -- -- -- -- 121 136
Ohio Edison obligated
mandatorily redeemable
preferred securities of
subsidiary trust hold-
ing solely Ohio Edison
subordinated debentures -- 120 -- -- -- -- -- -- -- -- -- -- 120
Long-term debt 86 2,176 2,683 981 -- -- 1 148 -- -- 13 (86) 6,002
----------------------------------------------------------------------------------------------------
4,650 5,140 4,004 1,743 -- (57) 86 246 30 (8) 272 (4,636) 11,470
----------------------------------------------------------------------------------------------------
DEFERRED CREDITS:
Accumulated deferred
income taxes 1 1,468 567 172 2 -- 24 -- 1 -- 2 (6) 2,231
Accumulated deferred
investment tax credits -- 143 87 39 -- -- -- -- -- -- -- -- 269
Pensions and other post-
retirement benefits -- 148 221 123 -- -- -- -- -- -- -- 6 498
Nuclear plant decommis-
sioning liability -- 240 192 130 -- -- -- -- -- -- -- -- 562
Other 2 325 335 142 -- 1 4 -- 1 3 3 -- 816
----------------------------------------------------------------------------------------------------
3 2,324 1,402 606 2 1 28 -- 2 3 5 -- 4,376
----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND
CAPITALIZATION $5,221 $8,700 $6,208 $2,655 $34 $181 $124 $275 $38 $44 $384 $(5,640) $18,224
====================================================================================================
- 11 -
</TABLE>
<PAGE>
<TABLE>
FirstEnergy Consolidating Income Statement
(Unaudited)
For the Year Ended December 31, 1999
<CAPTION>
FE FE
Hold. OE FE FE FE Facil. Elimin- FE
Corp. Consol. CEI TE FENOC FETS Marbel Vent. Prop. Serv. Serv. ations Consol.
----- ------- --- -- ----- ---- ------ ----- ----- ----- ----- ------ ------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C <C> <C> <C> <C> <C> <C> <C>
Revenues:
Electric Sales $168 $2,625 $1,806 $932 $-- $ -- $-- $-- $-- $ -- $ -- $(338) $5,193
Other - electric utilities 19 138 107 51 1 -- -- -- -- -- -- (55) 261
Facilities services -- -- -- -- -- -- -- -- -- -- 503 -- 503
Trading services -- -- -- -- -- 251 -- -- -- -- -- (60) 191
Other - Unreg. sub. -- 14 -- -- -- -- 45 72 1 47 -- (7) 172
-------------------------------------------------------------------------------------------
Total Revenues 187 2,777 1,913 983 1 251 45 72 1 47 503 (460) 6,320
Expenses:
Fuel & Purchased Power 168 462 409 169 -- -- -- -- -- -- -- (331) 877
Other expenses:
Electric utilities 19 763 534 359 1 -- -- -- -- -- -- (43) 1,633
Facilities services -- -- -- -- -- -- -- -- -- -- 469 -- 469
Trading services -- -- -- -- -- 258 -- -- -- -- -- (62) 196
Other - Unreg. sub -- 19 -- -- -- -- 32 26 1 62 -- (13) 127
Provisions for depreciation
and amortization -- 583 231 104 -- -- 9 -- -- -- 11 -- 938
General taxes -- 239 212 88 1 -- -- -- -- -- -- 4 544
-------------------------------------------------------------------------------------------
Total expenses 187 2,066 1,386 720 2 258 41 26 1 62 480 (445) 4,784
Equity in earnings of subsidiary
companies 572 -- -- -- -- -- -- -- -- -- -- (572) --
Income Before Interest and Income
Taxes 572 711 527 263 (1) (7) 4 46 -- (15) 23 (587) 1,536
-------------------------------------------------------------------------------------------
Net Interest Charges:
Interest Expense 6 210 211 78 -- 6 1 10 -- -- 2 (15) 509
Allowance for borrowed funds
used during construction and
capitalized interest -- (4) (2) (1) -- -- -- (6) -- -- -- -- (13)
Subsidiaries' preferred stock
dividends -- 15 -- -- -- -- -- -- -- -- -- 61 76
-------------------------------------------------------------------------------------------
Net interest charges 6 221 209 77 -- 6 1 4 -- -- 2 46 572
Income Taxes (2) 192 124 67 -- (5) -- 17 -- (6) 9 -- 396
-------------------------------------------------------------------------------------------
Net Income 568 298 194 119 (1) (8) 3 25 -- (9) 12 (633) 568
-------------------------------------------------------------------------------------------
Preferred Stock Dividend
Requirements -- 12 33 16 -- -- -- -- -- -- -- (61) --
Earnings Available for Common $568 $286 $161 $103 $(1) $ (8) $ 3 $25 $-- $ (9) $ 12 $ (572) $ 568
===========================================================================================
- 12 -
</TABLE>
<PAGE>
<TABLE>
FirstEnergy Corp. - Consolidating Statement of Retained Earnings
(Unaudited)
For the Year Ended December 31, 1999
<CAPTION>
FE FE
Hold. OE FE FE FE Facil. Elimin- FE
Corp. Consol. CEI TE FENOC FETS Marbel Vent. Prop. Serv. Serv. ations Consol.
----- ------- --- -- ----- ---- ------ ----- ----- ----- ----- ------ -------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning
of year $ 719 $584 $ 76 $ 33 $ 0 $(53) $(2) $(8) $1 $ (7) $ 6 $ (630) $ 719
Net Income 568 298 194 119 (1) (8) 3 25 -- (9) 12 (633) 568
----------------------------------------------------------------------------------------------
1,287 882 270 152 (1) (61) 1 17 1 (16) 18 (1,263) 1,287
----------------------------------------------------------------------------------------------
Cash dividends on common
stock 342 347 199 106 -- -- -- -- -- -- -- (652) 342
Cash dividends on
preferred stock -- 12 36 18 -- -- -- -- -- -- -- (66) --
Other Adjustments -- (3) -- -- -- -- -- -- -- 3 -- -- 342
----------------------------------------------------------------------------------------------
342 356 235 124 -- -- -- -- -- 3 -- (718) 342
----------------------------------------------------------------------------------------------
Balance at end of year $ 945 $526 $ 35 $ 28 $(1) $(61) $ 1 $17 $1 $(19) $18 $ (545) $ 945
==============================================================================================
- 13 -
</TABLE>
<PAGE>
EXHIBIT B
FIRSTENERGY CORP.
TWELVE MONTHS ENDED DECEMBER 31, 1999
(IN MILLIONS)
FINANCIAL DATA SCHEDULE
ITEM NOS. CAPTION HEADING
- --------- ---------------
1 Total Assets $18,224
2 Total Revenues $ 6,320
3 Net Income $ 568
- 14 -
