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FIRSTENERGY CORP.
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Included below is an excerpt from the November 17, 2000 FirstEnergy
Employee Update.
Merger Question Line
Q&A
Here are some of the most commonly asked questions about our
planned merger with GPU:
Q: Because our Company has made good financial progress, why
are we willing to assume GPU's $7.4 billion in debt?
A: The acquiring company typically assumes the debt of the
company it's buying, which is taken into consideration during an
extensive market value process. Based on our analysis of GPU,
which included input from our financial advisor for the merger -
Morgan Stanley Dean Witter - we believe the merger will greatly
enhance FirstEnergy's growth prospects and cash flow through
opportunities to eliminate duplicative costs, maximize
efficiencies, and increase operational flexibility. Also, GPU's
debt is a manageable situation because the higher cash flow will
enable us to aggressively pay down that debt.
Q: Because GPU has sold most of its domestic generation, how
does FirstEnergy plan to meet customer demand?
A: FirstEnergy is confident we can cost-effectively manage our
combined customers' energy demands by using a balanced portfolio
approach involving three elements: our efficient, low-cost
generation assets; mid- to long-term power contracts; and short-
term power purchases. We have substantial generating capacity-
more than 12,000 megawatts (MW)-plus, we're installing more than
1,150 MW of gas-fired combustion turbines. We also have
experience in managing supply needs in the Pennsylvania and New
Jersey markets through our Penn Power subsidiary, as well as our
unregulated sales activities. Further, our recent experience in
sourcing power for our unregulated expansion efforts has proved
there is reasonably priced power available for purchase in those
markets.
We encourage you to call our merger question line: 825/3773
or 330-384-3773. You don't have to give your name. We'll answer
the most-asked questions in Employee Update.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This publication contains forward-looking statements within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Investors are
cautioned that such forward-looking statements with respect to
revenues, earnings, performance, strategies, prospects and other
aspects of the businesses of FirstEnergy Corp. and GPU, Inc. are
based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or
outcomes to differ materially from those indicated by such
forward-looking statements. These factors include, but are not
limited to, risks and uncertainties relating to: failure to
obtain expected synergies from the merger, delays in obtaining or
adverse conditions contained in any required regulatory
approvals, changes in laws or regulations, economic or weather
conditions affecting future sales and margins, changes in markets
for energy services, changing energy market prices, availability
and pricing of fuel and other energy commodities, legislative and
regulatory changes (including revised environmental and safety
requirements), availability and cost of capital and other similar
factors. Readers are referred to FirstEnergy's and GPU's joint
proxy statement/prospectus dated October 19, 2000, and their most
recent reports filed with the Securities and Exchange Commission.
