FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
- ----------- --------------------------------------- ------------------
333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, Ohio 44308
Telephone (800)736-3402
1-2578 OHIO EDISON COMPANY 34-0437786
(An Ohio Corporation)
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2323 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 34-0150020
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3491 PENNSYLVANIA POWER COMPANY 25-0718810
(A Pennsylvania Corporation)
1 East Washington Street
P. O. Box 891
New Castle, Pennsylvania 16103
Telephone (412)652-5531
<PAGE>
Indicate by check mark whether each of the registrants (1) has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
OUTSTANDING
CLASS AS OF MAY 5, 2000
----- -----------------
FirstEnergy Corp., $.10 par value 230,504,441
Ohio Edison Company, $9 par value 100
The Cleveland Electric Illuminating Company,
no par value 79,590,689
The Toledo Edison Company, $5 par value 39,133,887
Pennsylvania Power Company, $30 par value 6,290,000
FirstEnergy Corp. is the sole holder of Ohio Edison Company, The Cleveland
Electric Illuminating Company and The Toledo Edison Company common stock;
Ohio Edison Company is the sole holder of Pennsylvania Power Company common
stock.
This combined Form 10-Q is separately filed by FirstEnergy Corp.,
Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric
Illuminating Company and The Toledo Edison Company. Information contained
herein relating to any individual registrant is filed by such registrant on
its own behalf. No registrant makes any representation as to information
relating to any other registrant, except that information relating to any
of the four FirstEnergy subsidiaries is also attributed to FirstEnergy.
This Form 10-Q includes forward looking statements based on
information currently available to management. Such statements are subject
to certain risks and uncertainties. These statements typically contain, but
are not limited to, the terms "anticipate", "potential", "expect",
"believe", "estimate" and similar words. Actual results may differ
materially due to the speed and nature of increased competition and
deregulation in the electric utility industry, economic or weather
conditions affecting future sales and margins, changes in markets for energy
services, changing energy market prices, legislative and regulatory changes
(including revised environmental requirements), availability and cost of
capital and other similar factors.
<PAGE>
TABLE OF CONTENTS
Pages
Part I. Financial Information
Notes to Financial Statements 1-4
FirstEnergy Corp.
Consolidated Statements of Income 5
Consolidated Balance Sheets 6-7
Consolidated Statements of Cash Flows 8
Report of Independent Public Accountants 9
Management's Discussion and Analysis of Results
of Operations and Financial Condition 10-13
Ohio Edison Company
Consolidated Statements of Income 14
Consolidated Balance Sheets 15-16
Consolidated Statements of Cash Flows 17
Report of Independent Public Accountants 18
Management's Discussion and Analysis of Results
of Operations and Financial Condition 19-20
The Cleveland Electric Illuminating Company
Consolidated Statements of Income 21
Consolidated Balance Sheets 22-23
Consolidated Statements of Cash Flows 24
Report of Independent Public Accountants 25
Management's Discussion and Analysis of Results
of Operations and Financial Condition 26-27
The Toledo Edison Company
Consolidated Statements of Income 28
Consolidated Balance Sheets 29-30
Consolidated Statements of Cash Flows 31
Report of Independent Public Accountants 32
Management's Discussion and Analysis of Results
of Operations and Financial Condition 33-34
Pennsylvania Power Company
Statements of Income 35
Balance Sheets 36-37
Statements of Cash Flows 38
Report of Independent Public Accountants 39
Management's Discussion and Analysis of Results
of Operations and Financial Condition 40-41
Part II. Other Information
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
FIRSTENERGY CORP. AND SUBSIDIARIES
OHIO EDISON COMPANY AND SUBSIDIARIES
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY AND SUBSIDIARY
THE TOLEDO EDISON COMPANY AND SUBSIDIARY
PENNSYLVANIA POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1 - FINANCIAL STATEMENTS:
The principal business of FirstEnergy Corp. (FirstEnergy) is the
holding, directly or indirectly, of all of the outstanding common stock of
its four principal electric utility operating subsidiaries, Ohio Edison
Company (OE), The Cleveland Electric Illuminating Company (CEI), The Toledo
Edison Company (TE) and Pennsylvania Power Company (Penn). These utility
subsidiaries are referred to throughout as "Companies." Penn is a wholly
owned subsidiary of OE.
The condensed unaudited financial statements of FirstEnergy and
each of the Companies reflect all normal recurring adjustments that, in the
opinion of management, are necessary to fairly present results of operations
for the interim periods. These statements should be read in connection with
the financial statements and notes included in the combined Annual Report on
Form 10-K for the year ended December 31, 1999 for FirstEnergy and the
Companies. Significant intercompany transactions have been eliminated.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make periodic estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses. Actual
results could differ from those estimates. The reported results of
operations are not indicative of results of operations for any future
period. Certain prior year amounts have been reclassified to conform with
the current year presentation.
Penn's results of operations for the three months ended March 31,
1999 include Penn and its wholly owned subsidiary, Penn Power Energy, Inc.
(PPE). Penn's interest in PPE was transferred to FirstEnergy Services
Corp., an affiliate, effective December 31, 1999.
The sole assets of the subsidiary trust that is the obligor on the
preferred securities included in FirstEnergy's and OE's capitalization are
$123,711,350 principal amount of 9% Junior Subordinated Debentures of OE due
December 31, 2025.
2 - COMMITMENTS, GUARANTEES AND CONTINGENCIES:
CAPITAL EXPENDITURES-
FirstEnergy's current forecast reflects expenditures of
approximately $3.0 billion (OE-$766 million, CEI-$529 million, TE-$259
million, Penn-$234 million and unregulated subsidiaries-$1.212 billion) for
property additions and improvements from 2000-2004, of which approximately
$689 million (OE-$215 million, CEI-$99 million, TE-$94 million, Penn-$32
million and unregulated subsidiaries-$249 million) is applicable to 2000.
Investments for additional nuclear fuel during the 2000-2004 period are
estimated to be approximately $489 million (OE-$123 million, CEI-$164
million, TE-$113 million and Penn-$89 million), of which approximately $149
million (OE-$35 million, CEI-$54 million, TE-$38 million and Penn-$22
million) applies to 2000.
STOCK REPURCHASE PROGRAM-
On November 17, 1998, the Board of Directors authorized the
repurchase of up to 15 million shares of FirstEnergy's common stock over a
three-year period beginning in 1999. Repurchases are made on the open
market, at prevailing prices, and are funded primarily through the use of
operating cash flows. During the first quarter of 2000, FirstEnergy
repurchased and retired 2.0 million shares of its common stock at an
average price of $21.37 per share. In 1999, FirstEnergy also entered into a
forward contract with Credit Suisse First Boston Corporation for the
purchase of 1.4 million shares of FirstEnergy's common stock at an average
price of $24.22 per share to be settled on November 3, 2000. The contract
may be settled through gross physical settlement, net share settlement or
net cash settlement at FirstEnergy's election.
- 1 -
<PAGE>
ENVIRONMENTAL MATTERS-
Various federal, state and local authorities regulate the
Companies with regard to air and water quality and other environmental
matters. The Companies estimate capital expenditures for environmental
compliance of approximately $292 million (OE-$144 million, CEI-$84 million,
TE-$33 million and Penn-$31 million), which is included in the construction
estimate given under "Capital Expenditures" for 2000 through 2004.
The Companies are in compliance with the current sulfur dioxide
(SO2) and nitrogen oxides (NOx) reduction requirements under the Clean Air
Act Amendments of 1990. SO2 reductions are being achieved by burning lower-
sulfur fuel, generating more electricity from lower-emitting plants, and/or
purchasing emission allowances. NOx reductions are being achieved through
combustion controls and the generation of more electricity at lower-
emitting plants. In September 1998, the Environmental Protection Agency
(EPA) finalized regulations requiring additional NOx reductions from the
Companies' Ohio and Pennsylvania facilities by May 2003. The EPA's NOx
Transport Rule imposes uniform reductions of NOx emissions across a region
of twenty-two states and the District of Columbia, including Ohio and
Pennsylvania, based on a conclusion that such NOx emissions are
contributing significantly to ozone pollution in the eastern United States.
In March 2000, the U.S. Court of Appeals for the D.C. Circuit upheld EPA's
NOx Transport Rule except as applied to the State of Wisconsin and portions
of Georgia and Missouri. The Court's decision left in place a stay which
delays the requirement for states to submit revised State Implementation
Plans (SIP) which comply with individual state NOx budgets established by
the EPA contemplating an approximate 85% reduction in utility plant NOx
emissions from projected 2007 emissions. A proposed Federal Implementation
Plan accompanied the NOx Transport Rule and may be implemented by the EPA
in states which fail to revise their SIP. In another separate but related
action, eight states filed petitions with the EPA under Section 126 of the
Clean Air Act seeking reductions of NOx emissions which are alleged to
contribute to ozone pollution in the eight petitioning states. The EPA
position is that the Section 126 petitions will be adequately addressed by
the NOx Transport Program, but a December 17, 1999 rulemaking established
an alternative program which would require nearly identical 85% NOx
reductions at 392 utility plants, including the Companies' Ohio and
Pennsylvania plants, by May 2003, in the event implementation of the NOx
Transport Rule is delayed. Additional Section 126 petitions were filed by
New Jersey, Maryland, Delaware and the District of Columbia in mid-1999 and
are still under evaluation by the EPA. The Companies continue to evaluate
their compliance plans and other compliance options.
The Companies are required to meet federally approved SO2
regulations. Violations of such regulations can result in shutdown of the
generating unit involved and/or civil or criminal penalties of up to
$27,500 for each day the unit is in violation. The EPA has an interim
enforcement policy for SO2 regulations in Ohio that allows for compliance
based on a 30-day averaging period. The Companies cannot predict what
action the EPA may take in the future with respect to the interim
enforcement policy.
In July 1997, EPA promulgated changes in the National Ambient Air
Quality Standard (NAAQS) for ozone and proposed a new NAAQS for previously
unregulated ultra-fine particulate matter. In May 1999, the U.S. Court of
Appeals for the D.C. Circuit remanded both standards to the EPA, having
found constitutional and other defects in the new NAAQS rules. The D.C.
Circuit Court, on October 29, 1999, denied an EPA petition for rehearing.
The Companies cannot predict the EPA's action in response to the Court's
remand order. The cost of compliance with these regulations, if they are
reinstated, may be substantial and will depend on the manner in which they
are ultimately implemented, if at all, by the states in which the Companies
operate affected facilities.
In September 1999, FirstEnergy received, and subsequently in
October 1999, OE and Penn received, a citizen suit notification letter from
the New York Attorney General's office alleging Clean Air Act violations at
the W. H. Sammis Plant. In November 1999, OE and Penn received a citizen
suit notification letter from the Connecticut Attorney General's office
alleging Clean Air Act violations at the Sammis Plant. In November 1999 and
March 2000, the EPA issued Notices of Violation (NOV) or a Compliance Order
to eight utilities covering 36 power plants, including the Sammis Plant. In
addition, the U.S. Department of Justice filed seven civil complaints
against various investor-owned utilities, which included a complaint
against OE and Penn in the U.S. District Court for the Southern District of
Ohio. The NOV and complaint allege violations of the Clean Air Act based on
operation and maintenance of the Sammis Plant dating back to 1984. The
complaint requests permanent injunctive relief to require the installation
of "best available control technology" and civil penalties of up to $27,500
per day of violation. Although unable to predict the outcome of these
proceedings, FirstEnergy believes the Sammis Plant is in full compliance
with the Clean Air Act and the NOV and complaint are without merit.
Penalties could be imposed if the Sammis Plant continues to operate without
correcting the alleged violations and a court determines that the
allegations are valid. It is anticipated at this time that the Sammis Plant
will continue to operate until these proceedings are concluded.
- 2 -
<PAGE>
As a result of the Resource Conservation and Recovery Act of
1976, as amended, and the Toxic Substances Control Act of 1976, federal and
state hazardous waste regulations have been promulgated. Certain fossil-
fuel combustion waste products, such as coal ash, were exempted from
hazardous waste disposal requirements pending EPA's evaluation of the need
for future regulation. EPA has issued its final regulatory determination
that regulation of coal ash as a hazardous waste is unnecessary. On April
25, 2000, EPA announced that it will develop national standards regulating
disposal of coal ash under its authority to regulate nonhazardous waste.
CEI and TE have been named as "potentially responsible parties"
(PRPs) at waste disposal sites which may require cleanup under the
Comprehensive Environmental Response, Compensation and Liability Act of
1980. Allegations of disposal of hazardous substances at historical sites
and the liability involved, are often unsubstantiated and subject to
dispute. Federal law provides that all PRPs for a particular site be held
liable on a joint and several basis. CEI and TE have accrued liabilities of
$4.8 million and $0.6 million, respectively, as of March 31, 2000, based on
estimates of the costs of cleanup and the proportionate responsibility of
other PRPs for such costs. CEI and TE believe that waste disposal costs
will not have a material adverse effect on their financial condition, cash
flows or results of operations.
3 - REGULATORY ACCOUNTING:
FirstEnergy has reached an agreement with major parties to the
transition plan it had filed in 1999, on behalf of OE, CEI and TE under
Ohio's electric utility restructuring law. Other parties recommending
approval to The Public Utilities Commission of Ohio (PUCO) included the PUCO
staff, the Ohio Consumers' Counsel, the Industrial Energy Users-Ohio, power
marketers and others.
Major provisions of the agreement consist of approval of the
transition plan as filed, including recovery of transition costs through no
later than 2006 for OE, mid-2007 for TE and 2008 for CEI, except where a
longer period of recovery is provided for in the agreement. The total
transition cost amounts to be recovered are as filed in the transition plan.
FirstEnergy will also allow preferred access to non-affiliated marketers,
brokers and aggregators over FirstEnergy's subsidiaries to 1,120 megawatts
of generation capacity through 2005 at established prices for sales to the
Ohio operating companies' retail customers. The base electric rate freeze
for distribution service for OE, CEI and TE under their current respective
regulatory plans will be extended from December 31, 2005 through December
31, 2007. The transition rate credits for customers under their current
regulatory plans will also be extended through the Companies' respective
transition cost recovery periods.
Beginning January 1, 2001 when Ohio electric customers have the
choice to select their generation suppliers under the Ohio restructuring
law, the agreement provides to FirstEnergy's Ohio customers electing
alternative suppliers, an additional incentive applied to the shopping
credit of 45% for residential customers, 30% for commercial customers and
15% for industrial customers. The amount of the incentive will serve to
reduce the amortization of transition costs during the market development
period (January 1, 2001 through December 31, 2005) and will be recovered
through the extension of the transition cost recovery periods. If the
customer shopping goals established in the agreement are not achieved by the
end of 2005, the transition cost recovery periods could be shortened for OE,
CEI and TE to reduce recovery by as much as $500 million (OE-$250 million,
CEI-$170 million and TE-$80 million), but any such adjustment would be
computed on a class-by-class and pro-rata basis.
The application of Statement of Financial Accounting Standards
(SFAS) No. 71 "Accounting for the Effect of Certain Types of Regulation"
(SFAS 71) to OE's generation business and the nonnuclear generation
businesses of CEI and TE will be discontinued when the PUCO issues its
order. If the stipulated agreement is approved by the PUCO, OE, CEI and TE
do not anticipate a charge to earnings. The Companies will continue to bill
and collect cost-based rates for their transmission and distribution
services, which will remain regulated; accordingly, it is appropriate that
the Companies continue the application of SFAS 71 to those respective
operations after December 31, 2000.
4 - NEW ACCOUNTING STANDARD:
In June 1998, the Financial Accounting Standards Board (FASB)
issued SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS 133 establishes accounting and reporting standards
requiring that every derivative instrument (including derivative instruments
embedded in other contracts) be recorded on the balance sheet as either an
asset or liability measured at its fair value. SFAS 133 requires that changes
in the derivative's fair value be recognized currently in earnings unless
specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement. FirstEnergy has not
completed quantifying the impacts of adopting SFAS 133 on its financial
statements or determined the method of its adoption. However, SFAS 133 could
- 3 -
<PAGE>
increase volatility in earnings and other comprehensive income. FirstEnergy
anticipates adopting the new statement on its amended effective date of
January 1, 2001.
5 - SEGMENT INFORMATION:
FirstEnergy's primary segment is its Electric Utility Operating
Companies which include four electric utility operating companies that
provide electric service in Ohio and Pennsylvania. Its other material
business segment consists of the subsidiaries that operate unregulated
businesses. Financial data for these business segments are as follows:
<TABLE>
Segment Financial Information
- -----------------------------
<CAPTION>
Electric Unregulated Reconciling
Three Months Ended: Utilities Businesses Eliminations Totals
- ------------------ --------- ----------- ------------ ------
(In millions)
<S> <C> <C> <C> <C>
March 31, 2000
- --------------
External revenues $ 1,275 $ 333 $ -- $ 1,608
Intersegment revenues 28 26 (54) --
Total revenues 1,303 359 (54) 1,608
Depreciation and amortization 197 5 -- 202
Net interest charges 131 18 (14) 135
Income taxes 97 1 -- 98
Net income/Earnings on common stock 141 2 (2) 141
Total assets 16,721 2,091 (704) 18,108
Property additions 117 35 -- 152
Acquisitions -- -- -- --
March 31, 1999
- --------------
External revenues $ 1,278 $ 145 $ -- $ 1,423
Intersegment revenues 8 23 (31) --
Total revenues 1,286 168 (31) 1,423
Depreciation and amortization 186 5 -- 191
Net interest charges 142 16 (12) 146
Income taxes 96 (2) -- 94
Net income/Earnings on common stock 143 (5) (1) 137
Total assets 17,558 1,912 (1,282) 18,188
Property additions 52 30 -- 82
Acquisitions -- 9 -- 9
</TABLE>
- 4 -
<PAGE>
<TABLE>
FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
------------------------
2000 1999
---------- ----------
(In thousands, except per share amounts)
<S> <C> <C>
REVENUES:
Electric sales $1,206,475 $1,209,122
Other - electric utilities 74,455 74,202
Facilities services 118,146 104,606
Trading services 47,209 11,477
Other 161,645 23,145
---------- ----------
Total revenues 1,607,930 1,422,552
---------- ----------
EXPENSES:
Fuel and purchased power 179,190 204,357
Other expenses:
Electric utilities 408,445 371,015
Facilities services 115,231 99,393
Trading services 47,916 12,804
Other 140,165 29,330
Provision for depreciation and amortization 202,084 191,213
General taxes 141,055 138,094
---------- ----------
Total expenses 1,234,086 1,046,206
---------- ----------
INCOME BEFORE INTEREST AND INCOME TAXES 373,844 376,346
---------- ----------
NET INTEREST CHARGES:
Interest expense 122,843 129,381
Allowance for borrowed funds used during construction
and capitalized interest (6,104) (2,685)
Subsidiaries' preferred stock dividends 18,288 19,381
---------- ----------
Net interest charges 135,027 146,077
---------- ----------
INCOME TAXES 97,899 93,548
---------- ----------
NET INCOME $ 140,918 $ 136,721
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 224,859 229,140
======= =======
BASIC AND DILUTED EARNINGS PER SHARE OF COMMON STOCK $.63 $.60
==== ====
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $.375 $.375
===== =====
<FN>
The preceding Notes to Financial Statements as they relate to FirstEnergy Corp. are an
integral part of these statements.
</FN>
</TABLE>
- 5 -
<PAGE>
<TABLE>
FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
(In thousands)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 43,046 $ 111,788
Receivables-
Customers (less accumulated provisions of $6,778,000
and $6,719,000, respectively, for uncollectible accounts) 337,670 322,687
Other (less accumulated provisions of $7,629,000 and
$5,359,000, respectively, for uncollectible accounts) 416,110 445,242
Materials and supplies, at average cost-
Owned 133,782 154,834
Under consignment 113,445 99,231
Prepayments and other 214,527 167,894
----------- -----------
1,258,580 1,301,676
----------- -----------
PROPERTY, PLANT AND EQUIPMENT:
In service 14,700,661 14,645,131
Less--Accumulated provision for depreciation 6,075,635 5,919,170
----------- -----------
8,625,026 8,725,961
Construction work in progress 492,869 367,380
----------- -----------
9,117,895 9,093,341
----------- -----------
INVESTMENTS:
Capital trust investments 1,242,189 1,281,834
Nuclear plant decommissioning trusts 558,266 543,694
Letter of credit collateralization 277,763 277,763
Other 590,139 599,443
----------- -----------
2,668,357 2,702,734
----------- -----------
DEFERRED CHARGES:
Regulatory assets 2,499,321 2,543,427
Goodwill 2,117,761 2,129,902
Property taxes 267,226 276,997
Other 178,708 175,970
----------- -----------
5,063,016 5,126,296
----------- -----------
$18,107,848 $18,224,047
=========== ===========
</TABLE>
- 6 -
<PAGE>
<TABLE>
FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
----------- -------------
(In thousands)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock $ 657,517 $ 762,520
Short-term borrowings 353,827 417,819
Accounts payable 342,060 360,379
Accrued taxes 416,821 409,724
Accrued interest 131,159 125,397
Other 301,503 301,572
----------- -----------
2,202,887 2,377,411
----------- -----------
CAPITALIZATION:
Common stockholders' equity-
Common stock, $.10 par value, authorized 300,000,000 shares -
230,909,041 and 232,454,287 shares outstanding, respectively 23,091 23,245
Other paid-in capital 3,689,672 3,722,375
Accumulated comprehensive income (195) (195)
Retained earnings 1,001,704 945,241
Unallocated employee stock ownership plan common stock -
6,492,051 and 6,778,905 shares, respectively (121,137) (126,776)
----------- -----------
Total common stockholders' equity 4,593,135 4,563,890
Preferred stock of consolidated subsidiaries-
Not subject to mandatory redemption 648,395 648,395
Subject to mandatory redemption 136,246 136,246
OE obligated mandatorily redeemable preferred securities of
subsidiary trust holding solely OE subordinated debentures 120,000 120,000
Long-term debt 6,056,213 6,001,264
----------- -----------
11,553,989 11,469,795
----------- -----------
DEFERRED CREDITS:
Accumulated deferred income taxes 2,212,445 2,231,265
Accumulated deferred investment tax credits 264,209 269,083
Other postretirement benefits 510,950 498,184
Nuclear plant decommissioning costs 577,321 562,295
Other 786,047 816,014
----------- -----------
4,350,972 4,376,841
----------- -----------
COMMITMENTS, GUARANTEES AND
CONTINGENCIES (Note 2) ----------- -----------
$18,107,848 $18,224,047
=========== ===========
<FN>
The preceding Notes to Financial Statements as they relate to FirstEnergy Corp. are an integral
part of these balance sheets.
</FN>
</TABLE>
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<PAGE>
<TABLE>
FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
------------------------
2000 1999
---------- ---------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $140,918 $ 136,721
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation and amortization 202,084 191,213
Nuclear fuel and lease amortization 29,761 26,595
Other amortization, net (3,167) (465)
Deferred income taxes, net (5,373) (6,435)
Investment tax credits, net (5,554) (3,444)
Receivables 26,101 (18,370)
Materials and supplies 6,838 (5,006)
Accounts payable (18,319) 12,158
Other (45,374) (120,337)
-------- ---------
Net cash provided from operating activities 327,915 212,630
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt 17,319 12,277
Short-term borrowings, net -- 11,264
Redemptions and Repayments-
Common stock 33,962 44,499
Long-term debt 102,055 80,802
Short-term borrowings, net 63,992 --
Common stock dividend payments 84,455 86,137
-------- ---------
Net cash used for financing activities 267,145 187,897
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions 151,680 90,705
Cash investments (39,106) (41,268)
Other 16,938 7,482
-------- ---------
Net cash used for investing activities 129,512 56,919
-------- ---------
Net decrease in cash and cash equivalents 68,742 32,186
Cash and cash equivalents at beginning of period 111,788 77,798
-------- ---------
Cash and cash equivalents at end of period $ 43,046 $ 45,612
======== =========
<FN>
The preceding Notes to Financial Statements as they relate to FirstEnergy Corp. are an
integral part of these statements.
</FN>
</TABLE>
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<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To FirstEnergy Corp.:
We have reviewed the accompanying consolidated balance sheet of FirstEnergy
Corp. (an Ohio corporation) and subsidiaries as of March 31, 2000, and the
related consolidated statements of income and cash flows for the three-month
periods ended March 31, 2000 and 1999. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United
States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of FirstEnergy
Corp. and subsidiaries as of December 31, 1999 (not presented herein), and,
in our report dated February 11, 2000, we expressed an unqualified opinion
on that statement. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 31, 1999, is fairly
stated, in all material respects, in relation to the balance sheet from
which it has been derived.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
May 12, 2000
- 9 -
<PAGE>
FIRSTENERGY CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
- ---------------------
Revenues increased $185.4 million in the first quarter of 2000,
compared to the same period in 1999, due to increased sales by our
unregulated businesses. The sources of increases in the first quarter of
2000, compared to the first quarter of 1999, are summarized in the following
table.
Sources of Revenue Changes
- --------------------------
(In millions)
Electric Utility Operating Companies (EUOC):
Electric sales $ (2.6)
Other electric utility revenues 0.2
------
Total EUOC (2.4)
Unregulated Businesses:
Retail electric sales 50.8
FirstEnergy Trading Services, Inc. (FETS) 35.7
Other businesses 101.3
------
Net Revenue Increase $185.4
======
Electric Sales
EUOC revenues decreased slightly by $2.4 million in the first
quarter of 2000 from the same period in 1999. Lower kilowatt-hour prices
(representing sales from traditional vertically integrated operations)
offset an increase in EUOC electric generation sales. Kilowatt-hour
electric generation sales by the EUOCs were 1.3% higher in the first
quarter of 2000 than the same period last year.
Total electric generation kilowatt-hour sales increased 12.9%
including unregulated sales that more than doubled from the first quarter
of 1999. FirstEnergy continued to make progress in expanding its retail
electric sales to target markets within the eastern portion of the U.S.,
which are opening up to competition. Sales to wholesale customers also
contributed to the increase in unregulated sales with a 56.8% increase in
the first quarter of 2000 compared to the same period last year, reflecting
additional available generation from the EUOC and continued demand for
electricity in the wholesale market. EUOC distribution deliveries (to
customers in their franchise territory) to commercial and industrial
customers grew in the first quarter of 2000 compared to the same quarter in
1999 due to continuing economic strength in the service area. Mild weather
in the first quarter of 2000 contributed to lower residential deliveries
compared to the same period of 1999. Changes in kilowatt-hour generation
sales and distribution deliveries in the first quarter of 2000 compared to
the first quarter of 1999 are summarized in the following table.
- 10 -
<PAGE>
FIRSTENERGY CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd)
Changes in KWH Sales
- ---------------------
% Increase
(Decrease)
----------
Electric Generation Sales:
EUOC - Retail 1.3%
Unregulated 143.0%
------
Total Electric Generation Sales 12.9%
======
EUOC Distribution Deliveries:
Residential (4.2)%
Commercial 2.9%
Industrial 5.6%
------
Total Distribution Deliveries 1.7%
======
Nonelectric Sales
Retail natural gas sales by FirstEnergy Services, Corp., a wholly
owned subsidiary, was the largest factor contributing to the $101.3 million
increase in other business revenues in the first quarter of 2000 from the
same period in 1999. Revenues from new business acquisitions completed
during 1999 by the FirstEnergy Facilities Services Group, Inc. and FETS
provided a smaller contribution to the overall increase recognized in the
first quarter of 2000.
Operating Expenses
The $25.2 million reduction in EUOC fuel and purchased power costs
resulted from a $20.1 million decrease in fuel expense and a $5.1 million
reduction of purchased power costs. Several factors contributed to the lower
fuel expense, which occurred despite a 12.2% increase in generation (fossil
up 4.9%; nuclear up 25.1%). These factors included:
- a higher proportion of nuclear generation (i.e., lower
cost fuel) due to improved nuclear availability and
increased nuclear ownership;
- the expiration of an above-market coal contract; and
- more extensive use of lower cost western coal.
The increased nuclear ownership resulted from the exchange of generating
assets with Duquesne Light Company in December 1999. Because more internal
generation was available in the first quarter of 2000 compared to the same
quarter in 1999, FirstEnergy also reduced its need for purchased power.
Other expenses for the EUOC rose in the first quarter of 2000
compared to the same period in 1999 primarily due to outage related costs at
Beaver Valley Unit 1 and increased ownership of nuclear plants resulting
from the Duquesne asset swap. Expansion of unregulated sales activity also
resulted in a corresponding increase of $161.8 million in other operating
costs for FirstEnergy Facilities Services Group, LLC and FETS, as well as
FirstEnergy Services Corp., which is reflected in "Other" expenses.
Accelerated cost recovery in connection with OE's rate reduction
plan was the primary factor contributing $12.6 million to the increase in
depreciation and amortization in the first quarter of 2000, compared to the
prior year. General taxes increased in the first quarter of 2000 from the
first quarter in 1999, principally due to higher payroll taxes as a result
of the nuclear refueling outage at Beaver Valley Unit 1 and an increase in
the Ohio unemployment tax rate.
- 11 -
<PAGE>
FIRSTENERGY CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd)
Interest Charges
Interest charges continued their downward trend, decreasing by
$6.5 million in the first three months of 2000, compared to the same period
in 1999, because of debt redemptions and refinancing activities. During the
first quarter of 2000, FirstEnergy redeemed an additional $17.1 million of
debt which will result in annualized savings of $1.3 million.
Net Income
As a result of additional unregulated sales, lower fuel and
purchased power costs and reduced interest charges that were partially
offset by higher other operating expenses and depreciation and amortization,
net income increased in the first quarter of 2000 to $140.9 million,
compared to $136.7 million in the same period in 1999. Basic and diluted
earnings per share of common stock were $0.63 in the first quarter of 2000,
compared to $0.60 in 1999.
Capital Resources and Liquidity
- -------------------------------
FirstEnergy and its subsidiaries have continuing cash requirements
for planned capital expenditures and debt and preferred stock maturities.
During the last three quarters of 2000, capital requirements for property
additions and capital leases are expected to be about $639 million,
including $89 million for nuclear fuel. The Companies have additional cash
requirements of approximately $388.9 million to meet sinking fund
requirements for preferred stock and maturing long-term debt during the
remainder of 2000. These cash requirements are expected to be satisfied with
internal cash and/or short-term credit arrangements.
During the first quarter of 2000, FirstEnergy repurchased 2.0
million shares of its common stock at an average price of $21.37 per share.
The Company has an equity forward purchase contract, which will enable it to
purchase an additional 1.4 million shares in November 2000 at an average
price of $24.22 per share.
As of March 31, 2000, FirstEnergy and its subsidiaries had about
$43.0 million of cash and temporary investments and $353.8 million of short-
term indebtedness. Available borrowings included $196.0 million from unused
revolving lines of credit.
FirstEnergy Telecom Corp., a wholly owned subsidiary of
FirstEnergy, joined with five other companies to create America's Fiber
Network, LLC (AFN) a high-speed fiber optics company with a 7,000-mile
network in the eastern United States. AFN connects major markets in the
eastern United States to secondary markets with a growing need for broadband
access. FirstEnergy's ownership interest is expected to be approximately
6.5%.
FirstEnergy joined with 14 other utilities in signing an agreement
to form an Internet marketplace for utility supplies and services, which
will be available for use by companies in the energy industry. The business-
to-business exchange is expected to generate benefits for utilities by
streamlining the purchasing process, reducing the purchase cycle and
increasing access between buyers and sellers. The group expects to establish
an independent company by June 2000 to operate the exchange, which will be
initially owned by the founding companies.
Market Risk - Commodity Prices
- ------------------------------
FirstEnergy is exposed to market risk due to fluctuations in
electricity, coal, natural gas and oil prices. To manage the volatility
relating to these exposures, FirstEnergy uses a variety of derivative
instruments, including forward contracts, options and futures contracts.
These derivatives are used principally for hedging purposes, and to a
lesser extent, for trading purposes. Although FirstEnergy believes that the
policies and procedures it has adopted are prudent, financial position,
results of operations or cash flow may be adversely impacted by
unanticipated fluctuations in the commodity prices for electricity, coal,
natural gas, oil, or by the failure of contract counterparties to perform.
- 12 -
<PAGE>
FIRSTENERGY CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd)
Regulatory Matters
- ------------------
FirstEnergy has reached an agreement with major parties to the
transition plan it filed in 1999, on behalf of OE, CEI and TE under Ohio's
electric utility restructuring law. Other parties recommending approval to
the PUCO included the PUCO staff, the Ohio Consumers' Counsel, the
Industrial Energy Users-Ohio, power marketers and others. If the PUCO adopts
the agreement, OE, CEI and TE will have the opportunity to recover their
transition costs and would anticipate no charges to earnings resulting from
implementation of the transition plan.
Major provisions of the agreement consist of approval of the
transition plan as filed, including recovery of transition costs through no
later than 2006 for OE, mid-2007 for TE and 2008 for CEI, except where a
longer period of recovery is provided for in the agreement. FirstEnergy will
also allow preferred access to non-affiliated marketers, brokers and
aggregators over FirstEnergy's subsidiaries to 1,120 megawatts of generation
capacity through 2005 at established prices for sales in the Ohio operating
companies' franchise areas. The base electric rate freeze for distribution
service for OE, CEI and TE under their current respective regulatory plans
will be extended from December 31, 2005 through December 31, 2007. The
transition rate credits for customers under their current regulatory plans
will also be extended through the Ohio EUOCs' respective transition cost
recovery periods.
Beginning January 1, 2001, when Ohio electric customers have the
choice to select their generation suppliers under the Ohio restructuring
law, the stipulated agreement provides that OE, CEI and TE customers who
select alternative suppliers will have a shopping credit subtracted from
their bills (equal to their energy usage times the forecast energy prices in
the transition plan filing plus an additional incentive applied to the
shopping credit of 45% for residential customers, 30% for commercial
customers, and 15% for industrial customers). The amount of the incentive
will serve to reduce the amortization of transition costs during the market
development period and will be recovered by OE, CEI and TE through the
extension of their transition cost recovery periods. The agreement
establishes shopping goals of 20% for each customer class. If these goals
are not reached, the size of the incentive may be increased. If the customer
shopping goals are still not reached by the end of 2005, the transition cost
recovery periods could be shortened for OE, CEI and TE to reduce recovery by
as much as $500 million (OE-$250 million, CEI-$170 million and TE-$80
million), but any such adjustment would be computed on a class-by-class and
pro-rata basis.
The application of Statement of Financial Accounting Standards No.
71 (SFAS 71), "Accounting for the Effect of Certain Types of Regulation" to
OE's generation business and the nonnuclear generation businesses of CEI and
TE will be discontinued when the PUCO issues its order. The Ohio EUOC will
continue to bill and collect cost-based rates for their transmission and
distribution services, which will remain regulated; accordingly, it is
appropriate that OE, CEI and TE continue the application of SFAS 71 to those
respective operations after December 31, 2000.
- 13 -
<PAGE>
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
-----------------------
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
OPERATING REVENUES $644,365 $633,118
-------- --------
OPERATING EXPENSES AND TAXES:
Fuel and purchased power 95,578 112,022
Nuclear operating costs 111,619 72,436
Other operating costs 97,594 100,283
-------- --------
Total operation and maintenance expenses 304,791 284,741
Provision for depreciation and amortization 113,951 103,404
General taxes 59,453 62,260
Income taxes 46,621 47,763
-------- --------
Total operating expenses and taxes 524,816 498,168
-------- --------
OPERATING INCOME 119,549 134,950
OTHER INCOME 12,323 9,318
-------- --------
INCOME BEFORE NET INTEREST CHARGES 131,872 144,268
-------- --------
NET INTEREST CHARGES:
Interest on long-term debt 42,539 45,083
Allowance for borrowed funds used during construction
and capitalized interest (2,559) (1,097)
Other interest expense 7,471 8,619
Subsidiaries' preferred stock dividend requirements 3,626 3,857
-------- --------
Net interest charges 51,077 56,462
-------- --------
NET INCOME 80,795 87,806
PREFERRED STOCK DIVIDEND REQUIREMENTS 2,808 2,913
-------- --------
EARNINGS ON COMMON STOCK $ 77,987 $ 84,893
======== ========
<FN>
The preceding Notes to Financial Statements as they relate to Ohio Edison Company are an integral part of
these statements.
</FN>
</TABLE>
- 14 -
<PAGE>
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
------------- ------------
(In thousands)
<S> <C> <C>
ASSETS
------
UTILITY PLANT:
In service $8,143,590 $8,118,783
Less--Accumulated provision for depreciation 3,807,543 3,713,781
---------- ----------
4,336,047 4,405,002
---------- ----------
Construction work in progress-
Electric plant 241,967 205,671
Nuclear fuel 33,116 10,059
---------- ----------
275,083 215,730
---------- ----------
4,611,130 4,620,732
---------- ----------
OTHER PROPERTY AND INVESTMENTS:
PNBV Capital Trust 468,585 469,124
Nuclear plant decommissioning trusts 242,204 236,903
Letter of credit collateralization 277,763 277,763
Other 439,430 425,872
---------- ----------
1,427,982 1,409,662
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents 8,607 87,175
Receivables-
Customers (less accumulated provisions of $6,455,000
and $6,452,000, respectively, for uncollectible accounts) 266,058 278,484
Associated companies 218,608 221,653
Other (less accumulated provisions of $1,000,000 for
uncollectible accounts at both dates) 44,698 36,281
Notes receivable from associated companies 100,713 --
Materials and supplies, at average cost-
Owned 61,725 69,119
Under consignment 58,930 55,278
Prepayments and other 97,296 73,682
---------- ----------
856,635 821,672
---------- ----------
DEFERRED CHARGES:
Regulatory assets 1,586,561 1,618,319
Property taxes 99,290 100,906
Unamortized sale and leaseback costs 83,850 85,100
Other 43,795 44,355
---------- ----------
1,813,496 1,848,680
---------- ----------
$8,709,243 $8,700,746
========== ==========
</TABLE>
- 15 -
<PAGE>
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
------------- ------------
(In thousands)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common stockholder's equity-
Common stock, $9 par value, authorized 175,000,000 shares -
100 shares outstanding $ 1 $ 1
Other paid-in capital 2,098,728 2,098,728
Retained earnings 544,718 525,731
---------- ----------
Total common stockholder's equity 2,643,447 2,624,460
Preferred stock-
Not subject to mandatory redemption 160,965 160,965
Subject to mandatory redemption 5,000 5,000
Preferred stock of consolidated subsidiary-
Not subject to mandatory redemption 39,105 39,105
Subject to mandatory redemption 15,000 15,000
OE obligated mandatorily redeemable preferred
securities of subsidiary trust holding solely OE
subordinated debentures 120,000 120,000
Long-term debt 2,207,858 2,175,812
---------- ----------
5,191,375 5,140,342
---------- ----------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock 341,163 422,838
Short-term borrowings-
Associated companies -- 35,583
Other 307,357 322,713
Accounts payable-
Associated companies 94,988 50,883
Other 72,474 63,219
Accrued taxes 245,860 207,362
Accrued interest 42,334 37,572
Other 110,957 94,967
---------- ----------
1,215,133 1,235,137
---------- ----------
DEFERRED CREDITS:
Accumulated deferred income taxes 1,440,177 1,468,478
Accumulated deferred investment tax credits 139,923 143,336
Nuclear plant decommissioning costs 245,449 239,695
Other postretirement benefits 151,860 148,421
Other 325,326 325,337
---------- ----------
2,302,735 2,325,267
---------- ----------
COMMITMENTS, GUARANTEES AND
CONTINGENCIES (Note 2) ---------- ----------
$8,709,243 $8,700,746
========== ==========
<FN>
The preceding Notes to Financial Statements as they relate to Ohio Edison Company are
an integral part of these balance sheets.
</TABLE>
- 16 -
<PAGE>
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
-----------------------
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 80,795 $ 87,806
Adjustments to reconcile net income to net cash from
operating activities-
Provision for depreciation and amortization 113,951 103,404
Nuclear fuel and lease amortization 13,102 10,677
Deferred income taxes, net (15,958) (12,010)
Investment tax credits, net (4,093) (1,977)
Receivables 7,055 (35,370)
Materials and supplies 3,742 742
Accounts payable 53,360 12,418
Other 37,829 (6,531)
-------- --------
Net cash provided from operating activities 289,783 159,159
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt 17,318 9,935
Short-term borrowings, net -- 15,226
Redemptions and Repayments-
Long-term debt 71,033 50,682
Short-term borrowings, net 50,939 --
Dividend Payments-
Common stock 59,000 81,738
Preferred stock 2,808 2,769
-------- --------
Net cash used for financing activities 166,462 110,028
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions 88,121 54,038
Loans to associated companies 100,713 --
Other 13,055 13,767
-------- --------
Net cash used for investing activities 201,889 67,805
-------- --------
Net decrease in cash and cash equivalents 78,568 18,674
Cash and cash equivalents at beginning of period 87,175 33,213
-------- --------
Cash and cash equivalents at end of period $ 8,607 $ 14,539
======== ========
<FN>
The preceding Notes to Financial Statements as they relate to Ohio Edison Company are an integral
part of these statements.
</FN>
</TABLE>
- 17 -
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Ohio Edison Company:
We have reviewed the accompanying consolidated balance sheet of Ohio Edison
Company (an Ohio corporation and wholly owned subsidiary of FirstEnergy
Corp.) and subsidiaries as of March 31, 2000, and the related consolidated
statements of income and cash flows for the three-month periods ended March
31, 2000 and 1999. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United
States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Ohio Edison
Company and subsidiaries as of December 31, 1999 (not presented herein),
and, in our report dated February 11, 2000, we expressed an unqualified
opinion on that statement. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 31, 1999, is fairly
stated, in all material respects, in relation to the balance sheet from
which it has been derived.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
May 12, 2000
- 18 -
<PAGE>
OHIO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
- ---------------------
Operating revenues increased $11.2 million in the first quarter of
2000, compared to the same period of 1999. Higher operating revenues
resulted from increased kilowatt-hour sales, which were partially offset by
lower unit prices. Total retail kilowatt-hour sales to industrial customers
were higher as the steel industry experienced a rebound in demand for
domestic steel and the economy remained strong. However, sales to
residential and commercial customers declined in the first quarter of 2000,
compared to the first quarter of 1999. These sales were lower, partially as
a result of reduced kilowatt-hour sales by Penn, a wholly owned subsidiary,
as a portion of Penn's customers elected to receive energy from alternative
suppliers. Mild weather in the first quarter of 2000 also adversely affected
residential sales. However, sales to wholesale customers benefited from
additional available internal generation and continued demand in the
wholesale market. Higher sales to retail and wholesale customers combined to
increase total kilowatt-hour sales by 6.8% in the first quarter of 2000,
compared to the same period of 1999. Changes in kilowatt-hour sales by
customer class between the first quarter of 2000 and the same period in 1999
are summarized in the following table.
Changes in KWH Sales
- --------------------
% Increase
(Decrease)
----------
Residential (2.0)%
Commercial (1.5)%
Industrial 7.0%
------
Total Retail 1.4%
------
Wholesale 33.6%
-----
Total Sales 6.8%
=====
Operating Expenses and Taxes
Total operating expenses and taxes increased $26.6 million in the
first quarter of 2000 from the first quarter of 1999. The increase resulted
from higher nuclear operating costs and depreciation and amortization which
were partially offset by lower fuel and purchased power costs, other
operating costs and general taxes. The $16.4 million reduction in fuel and
purchased power costs resulted from a $15.8 million decrease in fuel expense
and a $0.6 million reduction of purchased power costs. Two primary factors
contributed to the lower fuel expense, which occurred despite a 7.9%
increase in generation (nuclear up 33.2%; fossil unchanged). These factors
included a higher proportion of nuclear generation (i.e., lower cost fuel)
due to increased nuclear generation ownership, and the expiration of an
above-market coal contract. The increased nuclear generation ownership
resulted from the Duquesne asset swap, which was completed in December 1999.
Nuclear operating costs also increased in the first quarter of 2000 compared
to the same period in 1999 primarily as a result of refueling outage related
costs at Beaver Valley Unit 1 and increased ownership of the Beaver Valley
Plant following the asset swap. Other operating costs were lower in the
first quarter of 2000, compared to the first quarter of 1999, primarily due
to a larger nuclear insurance refund in 2000, as well as the transfer of
ownership in PPE from Penn, a wholly owned subsidiary, to FirstEnergy
Services Corp., an affiliated company. The transfer moved Penn's unregulated
electric generation sales to an affiliated entity dedicated to unregulated
sales activity with an effective date of December 31, 1999.
Accelerated cost recovery in connection with OE's rate plan
resulted in a $10.5 million increase in depreciation and amortization in
the first quarter of 2000, compared to the same period in 1999. Total
accelerated depreciation and amortization of nuclear and regulatory assets
under the OE rate plan and Penn's restructuring plan was $57.3 million in
the first quarter of 2000, up from $44.7 million in the first quarter of
1999. General taxes were lower primarily due to a tax settlement and
reduced gross receipts taxes, which were partially offset by higher payroll
taxes from the nuclear refueling outage at Beaver Valley Unit 1 and an
increase in the Ohio unemployment tax rate.
- 19 -
<PAGE>
OHIO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd)
Net Interest Charges
Net interest charges declined in the first quarter of 2000,
compared to the same period in 1999, primarily due to refinancings and
redemptions of long term debt. Interest on short term debt also declined as
a result of reduced borrowing.
Capital Resources and Liquidity
- ------------------------------
OE and Penn (OE companies) have continuing cash requirements for
planned capital expenditures and debt and preferred stock maturities. During
the last three quarters of 2000, capital requirements for property additions
and leases are expected to be about $215 million, including $34 million for
nuclear fuel. The OE companies will need additional cash of approximately
$118.4 million (excluding an OE revolving credit agreement) to meet sinking
fund payments for preferred stock and maturing long-term debt during the
remainder of 2000. These cash requirements are expected to be satisfied with
internal cash and/or short-term credit arrangements.
As of March 31, 2000, the OE companies had about $109.3 million of
cash and temporary investments and $307.4 million of short-term
indebtedness. In addition, the OE companies' available borrowing capability
included $86.0 million from unused revolving lines of credit and a $2.0
million bank facility that provides for borrowing on a short-term basis at
the bank's discretion. As of March 31, 2000, OE had the capability to issue
up to $1.2 billion of additional first mortgage bonds on the basis of
property additions and retired bonds.
Regulatory Matters
- ------------------
FirstEnergy has reached an agreement with major parties to the
transition plan it filed in 1999, on OE's behalf, as well as for its other
Ohio electric utility operating companies - CEI and TE - under Ohio's
electric utility restructuring law. Other parties recommending approval to
the PUCO included the PUCO staff, the Ohio Consumers' Counsel, the
Industrial Energy Users-Ohio, power marketers and others. If the PUCO adopts
the agreement, OE will have the opportunity to recover its transition costs
and would anticipate no charge to earnings resulting from implementation of
the transition plan.
Major provisions of the agreement consist of approval of the
transition plan as filed, including recovery of transition costs through no
later than 2006 for OE, except where a longer period of recovery is provided
for in the agreement. FirstEnergy will also allow preferred access to non-
affiliated marketers, brokers and aggregators over FirstEnergy's
subsidiaries to 1,120 megawatts of generation capacity through 2005 at
established prices for sales in the Ohio operating companies' franchise
areas. The base electric rate freeze for distribution service for OE under
the current regulatory plan will be extended from December 31, 2005 through
December 31, 2007. The transition rate credits for customers under OE's
current regulatory plan will also be extended through its transition cost
recovery period.
Beginning January 1, 2001, when Ohio electric customers have the
choice to select their generation suppliers under the Ohio restructuring
law, the stipulated agreement provides that OE customers who select
alternative suppliers will have a shopping credit subtracted from their
bills (equal to their energy usage times the forecast energy prices in the
transition plan filing plus an additional incentive applied to the shopping
credit of 45% for residential customers, 30% for commercial customers, and
15% for industrial customers). The amount of the incentive will serve to
reduce amortization of transition costs during the market development period
and will be recovered by OE through the extension of its transition cost
recovery period. The agreement establishes shopping goals of 20% for each
customer class. If these goals are not reached, the size of the incentive
may be increased. If the customer shopping goals are still not reached by
the end of 2005, the transition cost recovery period could be shortened for
OE to reduce recovery by as much as $250 million, but any such adjustment
would be computed on a class-by-class and pro-rata basis.
The application of SFAS 71 to OE's generation business will be
discontinued when the PUCO issues its order. OE will continue to bill and
collect cost-based rates for its transmission and distribution services,
which will remain regulated; accordingly, it is appropriate that OE continue
the application of SFAS 71 to its transmission and distribution operations
after December 31, 2000.
- 20 -
<PAGE>
<TABLE>
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
--------------------
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
OPERATING REVENUES $423,657 $423,943
-------- --------
OPERATING EXPENSES AND TAXES:
Fuel and purchased power 88,978 91,030
Nuclear operating costs 29,431 29,516
Other operating costs 82,217 84,917
-------- --------
Total operation and maintenance expenses 200,626 205,463
Provision for depreciation and amortization 58,014 57,687
General taxes 56,904 54,013
Income taxes 21,330 20,155
-------- --------
Total operating expenses and taxes 336,874 337,318
-------- --------
OPERATING INCOME 86,783 86,625
OTHER INCOME 3,428 1,353
-------- --------
INCOME BEFORE NET INTEREST CHARGES 90,211 87,978
-------- --------
NET INTEREST CHARGES:
Interest on long-term debt 51,184 53,753
Allowance for borrowed funds used during construction (512) (216)
Other interest expense (credit) 829 (479)
-------- --------
Net interest charges 51,501 53,058
-------- --------
NET INCOME 38,710 34,920
PREFERRED STOCK DIVIDEND REQUIREMENTS 7,790 8,541
-------- --------
EARNINGS ON COMMON STOCK $ 30,920 $ 26,379
======== ========
<FN>
The preceding Notes to Financial Statements as they relate to The Cleveland Electric Illuminating
Company are an integral part of these statements.
</FN>
</TABLE>
- 21 -
<PAGE>
<TABLE>
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
------------- ------------
(In thousands)
<S> <C> <C>
ASSETS
------
UTILITY PLANT:
In service $4,486,664 $4,479,098
Less--Accumulated provision for depreciation 1,540,138 1,498,798
---------- ----------
2,946,526 2,980,300
---------- ----------
Construction work in progress-
Electric plant 59,215 55,002
Nuclear fuel 19,448 408
---------- ----------
78,663 55,410
---------- ----------
3,025,189 3,035,710
---------- ----------
OTHER PROPERTY AND INVESTMENTS:
Shippingport Capital Trust 493,132 517,256
Nuclear plant decommissioning trusts 188,780 183,291
Other 17,905 20,708
---------- ----------
699,817 721,255
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents 5,912 376
Receivables-
Customers 16,572 17,010
Associated companies 21,877 18,318
Other (less accumulated provisions of $1,000,000
for uncollectible accounts at both dates) 125,046 171,274
Notes receivable from associated companies 32,820 --
Materials and supplies, at average cost-
Owned 33,955 39,294
Under consignment 32,673 23,721
Prepayments and other 71,847 56,447
---------- ----------
340,702 326,440
---------- ----------
DEFERRED CHARGES:
Regulatory assets 533,214 539,824
Goodwill 1,430,771 1,440,283
Property taxes 124,488 132,643
Other 10,692 12,606
---------- ----------
2,099,165 2,125,356
---------- ----------
$6,164,873 $6,208,761
========== ==========
</TABLE>
- 22 -
<PAGE>
<TABLE>
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
(In thousands)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common stockholder's equity-
Common stock, without par value, authorized 105,000,000 shares -
79,590,689 shares outstanding $ 931,962 $ 931,962
Retained earnings 55,574 34,654
---------- ----------
Total common stockholder's equity 987,536 966,616
Preferred stock-
Not subject to mandatory redemption 238,325 238,325
Subject to mandatory redemption 116,246 116,246
Long-term debt 2,694,621 2,682,795
---------- ----------
4,036,728 4,003,982
---------- ----------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock 235,357 240,684
Accounts payable-
Associated companies 52,804 85,950
Other 36,635 50,570
Notes payable to associated companies 111,464 103,471
Accrued taxes 189,790 177,006
Accrued interest 63,764 60,740
Other 48,423 83,292
---------- ----------
738,237 801,713
---------- ----------
DEFERRED CREDITS:
Accumulated deferred income taxes 571,292 567,478
Accumulated deferred investment tax credits 86,017 86,999
Nuclear plant decommissioning costs 197,973 192,484
Pensions and other postretirement benefits 220,002 220,731
Other 314,624 335,374
---------- ----------
1,389,908 1,403,066
---------- ----------
COMMITMENTS, GUARANTEES AND
CONTINGENCIES (Note 2) ---------- ----------
$6,164,873 $6,208,761
========== ==========
<FN>
The preceding Notes to Financial Statements as they relate to The Cleveland Electric
Illuminating Company are an integral part of these balance sheets.
</FN>
</TABLE>
- 23 -
<PAGE>
<TABLE>
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
-----------------------
2000 1999
--------- --------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 38,710 $ 34,920
Adjustments to reconcile net income to net
cash from operating activities-
Provision for depreciation and amortization 58,014 57,687
Nuclear fuel and lease amortization 10,026 9,306
Other amortization (3,167) (465)
Deferred income taxes, net 4,085 3,740
Investment tax credits, net (982) (987)
Receivables 43,107 (15,193)
Materials and supplies (3,613) (1,913)
Accounts payable (47,081) 17,247
Other (41,779) (70,133)
-------- --------
Net cash provided from operating activities 57,320 34,209
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Short-term borrowings, net 7,993 --
Redemptions and Repayments-
Long-term debt 10,137 17,668
Short-term borrowings, net -- 11,845
Dividend Payments-
Common stock 10,000 7,163
Preferred stock 7,790 8,541
-------- --------
Net cash used for financing activities 19,934 45,217
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions 14,450 10,095
Loans to associated companies 32,820 5,568
Capital trust investments (24,124) (25,898)
Other 8,704 4,321
-------- --------
Net cash used for (provided from) investing activities 31,850 (5,914)
-------- --------
Net increase (decrease) in cash and cash equivalents 5,536 (5,094)
Cash and cash equivalents at beginning of period 376 19,526
-------- --------
Cash and cash equivalents at end of period $ 5,912 $ 14,432
======== ========
<FN>
The preceding Notes to Financial Statements as they relate to The Cleveland Electric Illuminating
Company are an integral part of these statements.
</FN>
</TABLE>
- 24 -
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Cleveland Electric Illuminating Company:
We have reviewed the accompanying consolidated balance sheet of The
Cleveland Electric Illuminating Company (an Ohio corporation and wholly
owned subsidiary of FirstEnergy Corp.) and subsidiary as of March 31, 2000,
and the related consolidated statements of income and cash flows for the
three-month periods ended March 31, 2000 and 1999. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United
States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of The
Cleveland Electric Illuminating Company and subsidiary as of December 31,
1999 (not presented herein), and, in our report dated February 11, 2000, we
expressed an unqualified opinion on that statement. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
December 31, 1999, is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
May 12, 2000
- 25 -
<PAGE>
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
- ---------------------
Operating revenues in the first quarter of 2000 were nearly
unchanged from the same period in 1999. Underlying this small change in
operating revenue was a change in the mix of kilowatt-hour sales. Total
retail kilowatt-hour sales were slightly higher as sales to industrial and
commercial customers continued to benefit from the strong economy. Mild
weather contributed to lower residential sales during the first quarter of
2000. However, sales to wholesale customers were significantly higher due to
an increase in available internal generation and the continued demand in the
wholesale market. As a consequence, while first quarter kilowatt-hour sales
increased substantially, these sales were offset by lower unit prices
reflecting the lower margins available in the wholesale market, resulting in
very little change in total operating revenues. Changes in kilowatt-hour
sales by customer class between the first quarter of 2000 and the same
period in 1999 are summarized in the following table.
Changes in KWH Sales
- --------------------
% Increase
(Decrease)
----------
Residential (8.1)%
Commercial 3.5%
Industrial 5.6%
------
Total Retail 0.9%
------
Wholesale 570.5%
------
Total Sales 16.5%
======
Operating Expenses and Taxes
Total operating expenses and taxes decreased slightly in the first
quarter of 2000, compared the first quarter of 1999. Lower fuel and
purchased power costs and other operating costs were substantially offset by
additional taxes. The $2.1 million reduction in fuel and purchased power
resulted from a $3.8 million decrease in fuel expense and a $1.7 million
increase in purchased power costs. Several factors contributed to the lower
fuel expense, which occurred despite a 21.1% increase in generation (fossil
up 14.4%; nuclear up 29.1%). These factors included:
- a higher proportion of nuclear generation (i.e., lower
cost fuel) due to increased nuclear generation
ownership;
- the expiration of an above-market coal contract; and
- more extensive use of lower cost western coal.
The increased nuclear generation ownership resulted from the Duquesne asset
swap, which was completed in December 1999. Other operating costs were also
lower in the first quarter of 2000, compared to the first quarter of last
year partially due to a larger nuclear insurance refund.
- 26 -
<PAGE>
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd)
Net Interest Charges
Net interest charges decreased in the first quarter of 2000 from
the same period a year ago due to refinancings and redemptions of long-term
debt. The reduction was partially offset by an increase in interest expense
on additional short-term borrowings.
Capital Resources and Liquidity
- ------------------------------
CEI has continuing cash requirements for planned capital
expenditures and debt and preferred stock maturities. During the last three
quarters of 2000, capital requirements for property additions and capital
leases are expected to be about $116 million, including $35 million for
nuclear fuel. CEI will need additional cash of approximately $208.5 million
to meet sinking fund payments for preferred stock and maturing long-term
debt during the remainder of 2000. These cash requirements are expected to
be satisfied with internal cash and/or short-term credit arrangements.
As of March 31, 2000, CEI had approximately $38.7 million of cash
and temporary investments and $111.5 million of short-term indebtedness to
associated companies. Under its first mortgage indenture, as of March 31,
2000, CEI had the capability to issue up to $615 million of additional first
mortgage bonds on the basis of property additions and retired bonds.
Regulatory Matters
- ------------------
FirstEnergy has reached an agreement with major parties to the
transition plan it had filed in 1999, on CEI's behalf, as well as for its
other Ohio electric utility operating companies - OE and TE - under Ohio's
electric utility restructuring law. Other parties recommending approval to
the PUCO included the PUCO staff, the Ohio Consumers' Counsel, the
Industrial Energy Users-Ohio, power marketers and others. If the PUCO adopts
the agreement, CEI will have the opportunity to recover its transition costs
and would anticipate no charge to earnings resulting from implementation of
the transition plan.
Major provisions of the agreement consist of approval of the
transition plan as filed, including recovery of transition costs through no
later than 2008 for CEI, except where a longer period of recovery is
provided for in the agreement. FirstEnergy will also allow preferred access
to non-affiliated marketers, brokers and aggregators over FirstEnergy's
subsidiaries to 1,120 megawatts of generation capacity through 2005 at
established prices for sales in the Ohio operating companies' franchise
areas. The base electric rate freeze for distribution service for CEI under
the current regulatory plan will be extended from December 31, 2005 through
December 31, 2007. The transition rate credits for customers under CEI's
current regulatory plan will also be extended through its transition cost
recovery period.
Beginning January 1, 2001, when Ohio electric customers have the
choice to select their generation suppliers under the Ohio restructuring
law, the stipulated agreement provides that CEI customers who select
alternative suppliers will have a shopping credit subtracted from their
bills (equal to their energy usage times the forecast energy prices in the
transition plan filing plus an additional incentive applied to the shopping
credit of 45% for residential customers, 30% for commercial customers, and
15% for industrial customers). The amount of the incentive will serve to
reduce amortization of transition costs during the market development period
and will be recovered by CEI through the extension of its transition cost
recovery period. The agreement establishes shopping goals of 20% for each
customer class. If these goals are not reached, the size of the incentive
may be increased. If the customer shopping goals are still not reached by
the end of 2005, the transition cost recovery period could be shortened for
CEI to reduce recovery by as much as $170 million, but any such adjustment
would be computed on a class-by-class and pro-rata basis.
The application of SFAS 71 to the nonnuclear generation businesses
of CEI will be discontinued when the PUCO issues its order. CEI will
continue to bill and collect cost-based rates for its transmission and
distribution services, which will remain regulated; accordingly, it is
appropriate that CEI continue the application of SFAS 71 to its transmission
and distribution operations after December 31, 2000.
- 27 -
<PAGE>
<TABLE>
THE TOLEDO EDISON COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
OPERATING REVENUES $217,391 $224,262
-------- --------
OPERATING EXPENSES AND TAXES:
Fuel and purchased power 33,133 36,402
Nuclear operating costs 38,197 41,894
Other operating costs 37,213 33,514
-------- --------
Total operation and maintenance expenses 108,543 111,810
Provision for depreciation and amortization 26,180 25,743
General taxes 23,424 21,098
Income taxes 15,318 16,907
-------- --------
Total operating expenses and taxes 173,465 175,558
-------- --------
OPERATING INCOME 43,926 48,704
OTHER INCOME 2,689 2,922
-------- --------
INCOME BEFORE NET INTEREST CHARGES 46,615 51,626
-------- --------
NET INTEREST CHARGES:
Interest on long-term debt 19,141 21,041
Allowance for borrowed funds used during construction (1,214) (202)
Other interest expense (credit) (832) (1,361)
-------- --------
Net interest charges 17,095 19,478
-------- --------
NET INCOME 29,520 32,148
PREFERRED STOCK DIVIDEND REQUIREMENTS 4,064 4,070
-------- --------
EARNINGS ON COMMON STOCK $ 25,456 $ 28,078
======== ========
<FN>
The preceding Notes to Financial Statements as they relate to The Toledo Edison Company are an integral
part of these statements.
</FN>
</TABLE>
- 28 -
<PAGE>
<TABLE>
THE TOLEDO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
(In thousands)
<S> <C> <C>
ASSETS
------
UTILITY PLANT:
In service $1,787,508 $1,776,534
Less--Accumulated provision for depreciation 689,583 670,866
---------- ----------
1,097,925 1,105,668
---------- ----------
Construction work in progress-
Electric plant 120,755 95,854
Nuclear fuel 18,368 386
---------- ----------
139,123 96,240
---------- ----------
1,237,048 1,201,908
---------- ----------
OTHER PROPERTY AND INVESTMENTS:
Shippingport Capital Trust 280,472 295,454
Nuclear plant decommissioning trusts 127,282 123,500
Other 4,570 4,678
---------- ----------
412,324 423,632
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents 301 312
Receivables-
Customers 8,187 12,965
Associated companies 26,554 40,998
Other 4,214 9,827
Notes receivable from associated companies 2,697 7,863
Materials and supplies, at average cost-
Owned 21,300 23,243
Under consignment 21,842 20,232
Prepayments and other 29,781 25,931
---------- ----------
114,876 141,371
---------- ----------
DEFERRED CHARGES:
Regulatory assets 379,546 385,284
Goodwill 462,097 465,169
Property taxes 43,448 43,448
Other 4,900 6,116
---------- ----------
889,991 900,017
---------- ----------
$2,654,239 $2,666,928
========== ==========
</TABLE>
- 29 -
<PAGE>
<TABLE>
THE TOLEDO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
------------- ------------
(In thousands)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common stockholder's equity-
Common stock, $5 par value, authorized 60,000,000 shares -
39,133,887 shares outstanding $ 195,670 $ 195,670
Other paid-in capital 328,559 328,559
Retained earnings 34,921 27,475
---------- ----------
Total common stockholder's equity 559,150 551,704
Preferred stock not subject to mandatory redemption 210,000 210,000
Long-term debt 994,446 981,029
---------- ----------
1,763,596 1,742,733
---------- ----------
CURRENT LIABILITIES:
Currently payable long-term debt 78,014 95,765
Accounts payable-
Associated companies 10,696 20,537
Other 23,712 27,100
Notes payable to associated companies 50,710 33,876
Accrued taxes 42,267 57,742
Accrued interest 21,730 21,961
Other 59,098 60,414
---------- ----------
286,227 317,395
---------- ----------
DEFERRED CREDITS:
Accumulated deferred income taxes 179,527 172,236
Accumulated deferred investment tax credits 38,269 38,748
Nuclear plant decommissioning costs 133,899 130,116
Pensions and other postretirement benefits 122,442 122,986
Other 130,279 142,714
---------- ----------
604,416 606,800
---------- ----------
COMMITMENTS, GUARANTEES AND
CONTINGENCIES (Note 2) ---------- ----------
$2,654,239 $2,666,928
========== ==========
<FN>
The preceding Notes to Financial Statements as they relate to The Toledo Edison Company
are an integral part of these balance sheets.
</FN>
</TABLE>
- 30 -
<PAGE>
<TABLE>
THE TOLEDO EDISON COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------
2000 1999
--------- --------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 29,520 $ 32,148
Adjustments to reconcile net income to net
cash from operating activities-
Provision for depreciation and amortization 26,180 25,743
Nuclear fuel and lease amortization 6,633 6,612
Deferred income taxes, net 6,608 3,682
Investment tax credits, net (479) (481)
Receivables 24,835 (15,417)
Materials and supplies 333 (2,380)
Accounts payable (13,229) (1,108)
Other (33,058) (37,480)
-------- --------
Net cash provided from operating activities 47,343 11,319
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Short-term borrowings, net 16,834 --
Redemptions and Repayments-
Long-term debt 20,884 12,434
Dividend Payments-
Common stock 18,000 --
Preferred stock 4,064 4,070
-------- --------
Net cash used for financing activities 26,114 16,504
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions 37,709 8,931
Loans to associated companies -- 2,862
Loan payments from associated companies (5,166) --
Capital investments (14,982) (15,370)
Other 3,679 2,359
-------- --------
Net cash used for (provided from) investing activities 21,240 (1,218)
-------- --------
Net decrease in cash and cash equivalents 11 3,967
Cash and cash equivalents at beginning of period 312 4,140
-------- --------
Cash and cash equivalents at end of period $ 301 $ 173
======== ========
<FN>
The preceding Notes to Financial Statements as they relate to The Toledo Edison Company
are an integral part of these statements.
</FN>
</TABLE>
- 31 -
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Toledo Edison Company:
We have reviewed the accompanying consolidated balance sheet of The Toledo
Edison Company (an Ohio corporation and wholly owned subsidiary of
FirstEnergy Corp.) and subsidiary as of March 31, 2000, and the related
consolidated statements of income and cash flows for the three-month periods
ended March 31, 2000 and 1999. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United
States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of The Toledo
Edison Company and subsidiary as of December 31, 1999 (not presented
herein), and, in our report dated February 11, 2000, we expressed an
unqualified opinion on that statement. In our opinion, the information set
forth in the accompanying consolidated balance sheet as of December 31,
1999, is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
May 12, 2000
- 32 -
<PAGE>
THE TOLEDO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
- ---------------------
Operating revenues decreased by $6.9 million in the first quarter
of 2000, compared to the same period in 1999. Underlying this decrease in
operating revenues was a change in the mix of kilowatt-hour sales. Sales to
commercial customers in the first quarter of 2000 were relatively unchanged
from the same period in 1999. However, sales to residential and industrial
customers were both lower in 2000. Mild weather principally contributed to
lower residential sales in the first quarter of 2000. However, sales to
wholesale customers increased significantly due to additional available
internal generation coupled with continued demand in the wholesale market.
The increase in sales to the wholesale market more than offset the decline
in retail kilowatt-hour sales resulting in an increase of 8.9% in total
sales. However, while first quarter kilowatt-hour sales increased
substantially, these sale were offset by lower unit prices reflecting the
lower margins available in the wholesale market, resulting in the net
decrease in operating revenues. Changes in kilowatt-hour sales by customer
class between the first quarter of 2000 and the same period in 1999 are
summarized in the following table.
Changes in KWH Sales
- --------------------
% Increase
(Decrease)
----------
Residential (8.9)%
Commercial --
Industrial (2.9)%
------
Total Retail (3.8)%
------
Wholesale 80.6%
-----
Total Sales 8.9%
=====
Operating Expenses and Taxes
Total operating expenses and taxes decreased $2.1 million in the
first quarter of 2000 from the first quarter of 1999. The decrease resulted
from lower fuel and purchased power and nuclear operating costs, which were
partially offset by higher other operating costs and general taxes. The
$3.3 million reduction in fuel and purchased power costs was comprised
of a $0.5 million decrease in fuel expense and a $2.8 million reduction
of purchased power costs. The expiration of an above-market coal contract
contributed to the lower fuel expense which occurred despite an 11.3%
increase in generation (fossil up 13.0%; nuclear up 10.1%). Nuclear
operating costs were lower in the first three months of 2000, compared
to the same period in 1999, due to lower costs at the
Perry Plant and Beaver Valley Unit 2, which had refueling outages that
began in the first quarter of 1999. Higher costs at the Bay Shore Plant
and additional distribution expenses for forestry work combined to increase
other expenses in the first quarter of 2000, compared to the first quarter
of 1999.
Net Interest Charges
Net interest charges decreased in the first quarter of 2000 from
the same period a year ago due to redemptions and refinancings of long-term
debt. Interest on additional short-term borrowings partially offset the
reduction of interest on long-term debt.
Capital Resources and Liquidity
- ------------------------------
TE has continuing cash requirements for planned capital
expenditures and debt maturities. During the last three quarters of 2000,
capital requirements for property additions and capital leases are expected
to be about $75 million, including $20 million for nuclear fuel. TE will
need additional cash of approximately $61.9 million for maturing long-term
debt
- 33 -
<PAGE>
THE TOLEDO EDISON COMOPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS (Cont'd)
during the remainder of 2000. These cash requirements are expected to
be satisfied with internal cash and/or short-term credit arrangements.
As of March 31, 2000, TE had approximately $3.0 million of cash
and temporary investments and $50.7 million of short-term indebtedness to
associated companies. Under its first mortgage indenture, as of March 31,
2000, TE had the capability to issue up to $373 million of additional first
mortgage bonds on the basis of property additions and retired bonds.
Regulatory Matters
- ------------------
FirstEnergy has reached an agreement with major parties to the
transition plan it filed in 1999, on TE's behalf, as well as for its other
Ohio electric utility operating companies - OE and CEI - under Ohio's
electric utility restructuring law. Other parties recommending approval to
the PUCO included the PUCO staff, the Ohio Consumers' Counsel, the
Industrial Energy Users-Ohio, power marketers and others. If the PUCO adopts
the agreement TE will have the opportunity to recover its transition costs
and would anticipate no charges to earnings resulting from implementation of
the transition plan.
Major provisions of the agreement consist of approval of the
transition plan as filed, including recovery of transition costs through no
later than mid-2007 for TE, except where a longer period of recovery is
provided for in the agreement. FirstEnergy will also allow preferred access
to non-affiliated marketers, brokers and aggregators over FirstEnergy's
subsidiaries to 1,120 megawatts of generation capacity through 2005 at
established prices for sales in the Ohio operating companies' franchise
areas. The base electric rate freeze for distribution service for TE under
its current regulatory plan will be extended from December 31, 2005 through
December 31, 2007. The transition rate credits for customers under TE's
current regulatory plan will also be extended through its transition cost
recovery period.
Beginning January 1, 2001, when Ohio electric customers have the
choice to select their generation suppliers under the Ohio restructuring
law, the stipulated agreement provides that TE customers who select
alternative suppliers will have a shopping credit subtracted from their
bills (equal to their energy usage times the forecast energy prices in the
transition plan filing plus an additional incentive applied to the shopping
credit of 45% for residential customers, 30% for commercial customers, and
15% for industrial customers). The amount of the incentive will serve to
reduce amortization of transition costs during the market development period
and will be recovered by TE through the extension of its transition cost
recovery period. The agreement establishes shopping goals of 20% for each
customer class. If these goals are not reached, the size of the incentive
may be increased. If the customer shopping goals are still not reached by
the end of 2005, the transition cost recovery period could be shortened for
TE to reduce recovery by as much as $80 million, but any such adjustment
would be computed on a class-by-class and pro-rata basis.
The application of SFAS 71 to the nonnuclear generation businesses
of TE will be discontinued when the PUCO issues its order. TE will continue
to bill and collect cost-based rates for its transmission and distribution
services, which will remain regulated; accordingly, it is appropriate that
TE continue the application of SFAS 71 to its transmission and distribution
operations after December 31, 2000.
- 34 -
<PAGE>
<TABLE>
PENNSYLVANIA POWER COMPANY
STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
OPERATING REVENUES $ 83,951 $81,372
-------- -------
OPERATING EXPENSES AND TAXES:
Fuel and purchased power 13,390 16,912
Nuclear operating costs 45,507 6,713
Other operating costs 13,535 14,728
-------- -------
Total operation and maintenance expenses 72,432 38,353
Provision for depreciation and amortization 15,731 14,437
General taxes 7,058 5,904
Income taxes (credit) (4,903) 8,386
-------- -------
Total operating expenses and taxes 90,318 67,080
-------- -------
OPERATING INCOME (LOSS) (6,367) 14,292
OTHER INCOME 413 997
-------- -------
INCOME (LOSS) BEFORE NET INTEREST CHARGES (5,954) 15,289
-------- -------
NET INTEREST CHARGES:
Interest expense 5,407 5,096
Allowance for borrowed funds used during construction (975) (146)
-------- -------
Net interest charges 4,432 4,950
-------- -------
NET INCOME (LOSS) (10,386) 10,339
PREFERRED STOCK DIVIDEND REQUIREMENTS 926 1,157
-------- -------
EARNINGS (LOSS) ATTRIBUTABLE TO COMMON STOCK $(11,312) $ 9,182
======== =======
<FN>
The preceding Notes to Financial Statements as they relate to Pennsylvania Power Company are an
integral part of these statements.
</FN>
</TABLE>
- 35 -
<PAGE>
<TABLE>
PENNSYLVANIA POWER COMPANY
BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
------------- ------------
(In thousands)
<S> <C> <C>
ASSETS
------
UTILITY PLANT:
In service $ 652,584 $ 646,186
Less--Accumulated provision for depreciation 243,417 237,893
---------- ----------
409,167 408,293
---------- ----------
Construction work in progress-
Electric plant 25,085 18,558
Nuclear fuel 21,285 6,540
---------- ----------
46,370 25,098
---------- ----------
455,537 433,391
---------- ----------
OTHER PROPERTY AND INVESTMENTS:
Nuclear plant decommissioning trusts 111,366 104,775
Other 21,407 19,784
---------- ----------
132,773 124,559
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents 324 5,670
Notes receivable from parent company 2,557 15,423
Receivables-
Customers (less accumulated provisions of $3,601,000
and $3,537,000, respectively, for uncollectible accounts) 32,601 34,568
Associated companies 37,135 38,565
Other 12,819 8,896
Materials and supplies, at average cost 28,715 32,483
Prepayments 14,865 2,208
---------- ----------
129,016 137,813
---------- ----------
DEFERRED CHARGES:
Regulatory assets 301,273 314,593
Other 5,014 5,260
---------- ----------
306,287 319,853
---------- ----------
$1,023,613 $1,015,616
========== ==========
</TABLE>
- 36 -
<PAGE>
<TABLE>
PENNSYLVANIA POWER COMPANY
BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
------------- ------------
(In thousands)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common stockholder's equity-
Common stock, $30 par value, authorized 6,500,000 shares -
6,290,000 shares outstanding $ 188,700 $ 188,700
Other paid-in capital (310) (310)
Retained earnings (accumulated deficit) (94) 11,218
---------- ----------
Total common stockholder's equity 188,296 199,608
Preferred stock-
Not subject to mandatory redemption 39,105 39,105
Subject to mandatory redemption 15,000 15,000
Long-term debt-
Associated companies 29,222 18,007
Other 256,823 256,814
---------- ----------
528,446 528,534
---------- ----------
CURRENT LIABILITIES:
Currently payable long-term debt-
Associated companies 13,966 13,504
Other 24,283 29,521
Accounts payable-
Associated companies 52,667 26,220
Other 20,549 28,903
Accrued taxes 20,397 21,863
Accrued interest 3,886 6,592
Other 14,672 16,506
---------- ----------
150,420 143,109
---------- ----------
DEFERRED CREDITS:
Accumulated deferred income taxes 175,654 182,702
Accumulated deferred investment tax credits 7,155 7,266
Nuclear plant decommissioning costs 114,860 107,816
Other 47,078 46,189
---------- ----------
344,747 343,973
---------- ----------
COMMITMENTS, GUARANTEES AND
CONTINGENCIES (Note 2) ---------- ----------
$1,023,613 $1,015,616
========== ==========
<FN>
The preceding Notes to Financial Statements as they relate to Pennsylvania Power Company are an
integral part of these balance sheets.
</FN>
</TABLE>
- 37 -
<PAGE>
<TABLE>
PENNSYLVANIA POWER COMPANY
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(10,386) $10,339
Adjustments to reconcile net income (loss) to net
cash from operating activities-
Provision for depreciation and amortization 15,731 14,437
Nuclear fuel and lease amortization 3,170 1,823
Deferred income taxes, net (3,622) (2,023)
Investment tax credits, net (791) (183)
Receivables (526) (3,785)
Materials and supplies 3,768 (732)
Accounts payable 18,093 6,185
Other (19,356) (12,451)
-------- --------
Net cash provided from operating activities 6,081 13,610
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemptions and Repayments-
Long-term debt 8,365 1,745
Dividend Payments-
Common stock -- 31,765
Preferred stock 926 1,066
-------- --------
Net cash used for financing activities 9,291 34,576
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions 13,191 4,633
Loan payment from parent (12,866) (20,242)
Other 1,811 1,263
-------- --------
Net cash used for (provided from) investing activities 2,136 (14,346)
-------- --------
Net decrease in cash and cash equivalents 5,346 6,620
Cash and cash equivalents at beginning of period 5,670 7,485
-------- --------
Cash and cash equivalents at end of period $ 324 $ 865
======== ========
<FN>
The preceding Notes to Financial Statements as they relate to Pennsylvania Power Company
are an integral part of these statements.
</FN>
</TABLE>
- 38 -
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Pennsylvania Power Company:
We have reviewed the accompanying balance sheet of Pennsylvania Power
Company (a Pennsylvania corporation and wholly owned subsidiary of Ohio
Edison Company) as of March 31, 2000, and the related statements of income
and cash flows for the three-month periods ended March 31, 2000 and 1999.
These financial statements are the responsibility of the Company's
management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United
States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet of Pennsylvania Power
Company as of December 31, 1999 (not presented herein), and, in our report
dated February 11, 2000, we expressed an unqualified opinion on that
statement. In our opinion, the information set forth in the accompanying
balance sheet as of December 31, 1999, is fairly stated, in all material
respects, in relation to the balance sheet from which it has been derived.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
May 12, 2000
- 39 -
<PAGE>
PENNSYLVANIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
- ---------------------
Operating revenues increased by $2.6 million in the first quarter
of 2000, compared to the same period in 1999. Underlying this increase was a
change in the mix of kilowatt-hour sales. Retail generation sales increased
due to higher demand from the steel industry, which strongly rebounded from
the depressed production levels experienced last year as a direct result of
foreign imports of steel products. Total electric kilowatt-hour sales of
generation increased significantly by 37.7% as sales to wholesale customers
almost tripled from the first quarter of last year. The major increase in
sales to wholesale customers occurred because of additional generation
capacity received as part of the Duquesne asset swap and continued demand in
the wholesale market. While first quarter generation sales increased
substantially, these sales were offset by lower unit prices reflecting the
lower margins available in the wholesale market, resulting in the modest
increase in operating revenues. Total distribution deliveries (to customers
in the Penn franchise territory) significantly increased on the strength of
industrial sales. The rebound in the steel sector was a major contributing
factor to the increase in kilowatt-hour sales. Mild weather in the first
quarter of 2000 contributed to lower residential deliveries compared to the
same period of 1999. Changes in kilowatt-hour generation sales and
distribution deliveries in the first quarter of 2000 compared to the first
quarter of 1999 are summarized in the following table.
Changes in KWH Sales
- --------------------
% Increase
(Decrease)
----------
Electric Generation Sales:
Retail 3.0%
Wholesale 187.6%
------
Total Electric Generation Sales 37.7%
======
Distribution Deliveries:
Residential (1.1)%
Commercial 0.7%
Industrial 29.2%
------
Total Distribution Deliveries 9.0%
======
Operating Expenses and Taxes
Total operating expenses and taxes increased $23.2 million in the
first quarter of 2000 from the same period of 1999. The increase resulted
from higher nuclear operating costs, depreciation and amortization and
general taxes which were partially offset by lower fuel and purchased
power costs and other operating costs. The $3.5 million reduction in
fuel and purchased power costs resulted from a $2.9 million decrease in
fuel expense and a $0.6 million reduction in purchased power costs. Two
primary factors contributed to the lower fuel expense, which occurred
despite a 37.6% net increase in generation (nuclear up 150.8%; fossil
down 13.6%). These factors included a higher proportion of nuclear
generation (i.e., lower cost fuel) due to increased nuclear
generation ownership and the expiration of an above-market coal
contract. The increased nuclear generation ownership resulted
from the Duquesne asset swap, which was completed in December
1999. Nuclear operating costs were much higher in the first
quarter of 2000 compared to the same period in 1999 as a result of
refueling outage costs at Beaver Valley Unit 1 combined with Penn's
increased ownership of that unit and Beaver Valley Unit 2 as a result of
the asset swap. Other operating costs were lower in the first quarter of
2000, compared to the first quarter of 1999 primarily due to the transfer
of ownership in PPE to FirstEnergy Services Corp., an affiliated company.
The transfer moved Penn's unregulated electric generation sales to an
affiliated entity dedicated to unregulated sales activity, effective
December 31, 1999.
- 40 -
<PAGE>
PENNSYLVANIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd)
The provision for depreciation and amortization increased in the
first quarter of 2000 compared to the same period of 1999, as a result of
increases in the amortization of regulatory assets related to the Penn rate
restructuring plan that began in 1999. General taxes increased in the first
quarter of 2000 in part due to an increase in gross receipts tax resulting
from higher taxable receipts.
Capital Resources and Liquidity
- -------------------------------
Penn has continuing cash requirements for planned capital
expenditures and debt maturities. During the last three quarters of 2000,
capital requirements for property additions and capital leases are expected
to be about $28 million, including $7 million for nuclear fuel. Penn will
need additional cash of approximately $24.0 million for maturing long-term
debt during the remainder of 2000. These cash requirements are expected to
be satisfied by internal cash.
As of March 31, 2000, Penn had approximately $2.9 million of cash
and temporary investments and no short-term indebtedness. Also, Penn had $2
million available from an unused bank facility as of March 31, 2000, which
may be borrowed for up to several days at the bank's discretion. Under its
first mortgage indenture, as of March 31, 2000, Penn had the capability to
issue up to $181 million of additional first mortgage bonds on the basis of
property additions and retired bonds.
- 41 -
<PAGE>
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The annual meeting of FirstEnergy shareholders was held on
April 27, 2000.
(b) At this meeting, the following persons were elected to
FirstEnergy's Board of Directors:
Number of Votes
---------------------------
For Withheld
----------- ---------
Dr. Carol A. Cartwright 183,742,058 7,079,706
William F. Conway 183,640,479 7,181,285
Paul J. Powers 183,813,374 7,008,390
George M. Smart 183,996,088 6,825,676
(c) At this meeting, the appointment of Arthur Andersen LLP,
independent public accountants, as auditors for the year 2000
was ratified (ratification required a majority of
votes cast):
Number of Votes
-------------------------------------
For Against Abstentions
----------- --------- -----------
185,796,848 2,633,622 2,391,294
(d) At this meeting, a shareholder proposal designed to result in
the election of the entire Board of Directors each year was
rejected (passage required 80% of the 231,595,941
common shares outstanding):
Number of Votes
---------------------------------------------------
Broker
For Against Abstentions Non-Votes
---------- ---------- ----------- ----------
78,762,982 84,035,742 7,021,915 21,001,125
(e) At this meeting, a shareholder proposal to reinstate simple-
majority vote on all issues that are submitted to shareholder
vote was rejected (passage required 80% of the
231,595,941 common shares outstanding):
Number of Votes
---------------------------------------------------
Broker
For Against Abstentions Non-Votes
---------- ---------- ----------- ----------
79,078,310 83,613,566 7,128,773 21,001,115
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit
Number
-------
FirstEnergy, OE, CEI and Penn
-----------------------------
15 Letter from independent public accountants.
- 42 -
<PAGE>
PART II. OTHER INFORMATION (Cont'd)
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K (Cont'd)
--------------------------------
TE
--
None
Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K,
neither FirstEnergy, OE, CEI, TE nor Penn has filed as an exhibit
to this Form 10-Q any instrument with respect to
long-term debt if the respective total amount of securities
authorized thereunder does not exceed 10% of their respective
total assets of FirstEnergy and its subsidiaries on a consolidated
basis, or respectively, OE, CEI, TE or Penn, but hereby agrees
to furnish to the Commission on request any such documents.
(b) Reports on Form 8-K
FirstEnergy, OE, CEI and TE - One combined report on Form 8-K was
---------------------------
filed since December 31, 1999. A report dated April 18, 2000
reported that FirstEnergy Corp. had reached a stipulated agreement
with major parties to the transition filing it made in December
1999 under Ohio's electric utility industry restructuring law.
Penn
----
None
- 43 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 12, 2000
FIRSTENERGY CORP.
-----------------
Registrant
OHIO EDISON COMPANY
-------------------
Registrant
THE CLEVELAND ELECTRIC
----------------------
ILLUMINATING COMPANY
--------------------
Registrant
THE TOLEDO EDISON COMPANY
-------------------------
Registrant
PENNSYLVANIA POWER COMPANY
--------------------------
Registrant
/s/ Harvey L. Wagner
----------------------------------
Harvey L. Wagner
Controller
Principal Accounting Officer
- 44 -
<PAGE>
EXHIBIT 15
May 12, 2000
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Gentlemen:
We are aware that FirstEnergy Corp. has incorporated by reference
in its Registration Statements No. 333-40065, No. 333-48587, No.
333-48651, No. 333-58279, No. 333-65409 and No. 333-75985 its
Form 10-Q for the quarter ended March 31, 2000, which includes
our report dated May 12, 2000 covering the unaudited interim
financial information contained therein. Pursuant to Regulation C
of the Securities Act of 1933, that report is not considered a
part of the registration statements prepared or certified by our
firm or a report prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
- 45 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
related Form 10-Q financial statements for FirstEnergy Corp. and is
qualified in its entirety by reference to such financial statements.
(Amounts in 1,000's, except earnings per share.)
</LEGEND>
<CIK> 0001031296
<NAME> FIRSTENERGY CORP.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 9,117,895
<OTHER-PROPERTY-AND-INVEST> 2,668,357
<TOTAL-CURRENT-ASSETS> 1,258,580
<TOTAL-DEFERRED-CHARGES> 5,063,016
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 18,107,848
<COMMON> 23,091
<CAPITAL-SURPLUS-PAID-IN> 3,568,340
<RETAINED-EARNINGS> 1,001,704
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,593,135
256,246
648,395
<LONG-TERM-DEBT-NET> 6,056,213
<SHORT-TERM-NOTES> 193,945
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 159,882
<LONG-TERM-DEBT-CURRENT-PORT> 572,739
38,464
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 46,314
<OTHER-ITEMS-CAPITAL-AND-LIAB> 5,542,515
<TOT-CAPITALIZATION-AND-LIAB> 18,107,848
<GROSS-OPERATING-REVENUE> 1,607,930
<INCOME-TAX-EXPENSE> 97,899
<OTHER-OPERATING-EXPENSES> 1,234,086
<TOTAL-OPERATING-EXPENSES> 1,331,985
<OPERATING-INCOME-LOSS> 275,945
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 275,945
<TOTAL-INTEREST-EXPENSE> 135,027
<NET-INCOME> 140,918
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 84,455
<TOTAL-INTEREST-ON-BONDS> 469,930
<CASH-FLOW-OPERATIONS> 327,915
<EPS-BASIC> .63
<EPS-DILUTED> .63
</TABLE>
EXHIBIT 15
May 12, 2000
Ohio Edison Company
76 South Main Street
Akron, OH 44308
Gentlemen:
We are aware that Ohio Edison Company has incorporated by reference in its
Registration Statements No. 33-49135, No. 33-49259, No. 33-49413, No. 33-
51139, No. 333-01489 and No. 333-05277 its Form 10-Q for the quarter ended
March 31, 2000, which includes our report dated May 12, 2000 covering the
unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, that report is not considered a
part of the registration statements prepared or certified by our firm or a
report prepared or certified by our firm within the meaning of Sections 7
and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
related Form 10-Q financial statements for Ohio Edison Company and is
qualified in its entirety by reference to such financial statements.
(Amounts in 1,000's.) Income tax expense includes $5,053,000 related
to other income.
</LEGEND>
<CIK> 0000073960
<NAME> OHIO EDISON COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,611,130
<OTHER-PROPERTY-AND-INVEST> 1,427,982
<TOTAL-CURRENT-ASSETS> 856,635
<TOTAL-DEFERRED-CHARGES> 1,813,496
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 8,709,243
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 2,098,728
<RETAINED-EARNINGS> 544,718
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,643,447
140,000
200,070
<LONG-TERM-DEBT-NET> 2,207,858
<SHORT-TERM-NOTES> 147,475
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 159,882
<LONG-TERM-DEBT-CURRENT-PORT> 332,796
5,000
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 3,367
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,869,348
<TOT-CAPITALIZATION-AND-LIAB> 8,709,243
<GROSS-OPERATING-REVENUE> 644,365
<INCOME-TAX-EXPENSE> 51,674
<OTHER-OPERATING-EXPENSES> 478,195
<TOTAL-OPERATING-EXPENSES> 524,816
<OPERATING-INCOME-LOSS> 119,549
<OTHER-INCOME-NET> 12,323
<INCOME-BEFORE-INTEREST-EXPEN> 131,872
<TOTAL-INTEREST-EXPENSE> 51,077
<NET-INCOME> 80,795
2,808
<EARNINGS-AVAILABLE-FOR-COMM> 77,987
<COMMON-STOCK-DIVIDENDS> 59,000
<TOTAL-INTEREST-ON-BONDS> 179,493
<CASH-FLOW-OPERATIONS> 289,783
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
EXHIBIT 15
May 12, 2000
The Cleveland Electric
Illuminating Company
76 South Main Street
Akron, OH 44308
Gentlemen:
We are aware that The Cleveland Electric Illuminating Company has
incorporated by reference in its Registration Statements No. 33-55513,
No. 333-47651 and No. 333-72891 its Form 10-Q for the quarter ended March
31, 2000, which includes our report dated May 12, 2000 covering the
unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, that report is not considered a
part of the registration statements prepared or certified by our firm or a
report prepared or certified by our firm within the meaning of Sections 7
and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
related Form 10-Q financial statements for The Cleveland Electric
Illuminating Company and is qualified in its entirety by reference to such
financial statements. (Amounts in 1,000's). Income tax expense includes
$4,087,000 related to other income.
</LEGEND>
<CIK> 0000020947
<NAME> THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,025,189
<OTHER-PROPERTY-AND-INVEST> 699,817
<TOTAL-CURRENT-ASSETS> 340,702
<TOTAL-DEFERRED-CHARGES> 2,099,165
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,164,873
<COMMON> 931,962
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 55,574
<TOTAL-COMMON-STOCKHOLDERS-EQ> 987,536
116,246
238,325
<LONG-TERM-DEBT-NET> 2,694,621
<SHORT-TERM-NOTES> 111,464
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 175,030
33,464
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 26,863
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,781,324
<TOT-CAPITALIZATION-AND-LIAB> 6,164,873
<GROSS-OPERATING-REVENUE> 423,657
<INCOME-TAX-EXPENSE> 25,417
<OTHER-OPERATING-EXPENSES> 315,544
<TOTAL-OPERATING-EXPENSES> 336,874
<OPERATING-INCOME-LOSS> 86,783
<OTHER-INCOME-NET> 3,428
<INCOME-BEFORE-INTEREST-EXPEN> 90,211
<TOTAL-INTEREST-EXPENSE> 51,501
<NET-INCOME> 38,710
7,790
<EARNINGS-AVAILABLE-FOR-COMM> 30,920
<COMMON-STOCK-DIVIDENDS> 10,000
<TOTAL-INTEREST-ON-BONDS> 204,011
<CASH-FLOW-OPERATIONS> 57,320
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
related Form 10-Q financial statements for The Toledo Edison Company and
is qualified in its entirety by reference to such financial statements.
(Amounts in 1,000's.) Income tax expense includes $1,273,000 related to
other income.
</LEGEND>
<CIK> 0000352049
<NAME> THE TOLEDO EDISON COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,237,048
<OTHER-PROPERTY-AND-INVEST> 412,324
<TOTAL-CURRENT-ASSETS> 114,876
<TOTAL-DEFERRED-CHARGES> 889,991
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,654,239
<COMMON> 195,670
<CAPITAL-SURPLUS-PAID-IN> 328,559
<RETAINED-EARNINGS> 34,921
<TOTAL-COMMON-STOCKHOLDERS-EQ> 559,150
0
210,000
<LONG-TERM-DEBT-NET> 994,446
<SHORT-TERM-NOTES> 50,710
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 61,930
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 16,084
<OTHER-ITEMS-CAPITAL-AND-LIAB> 761,919
<TOT-CAPITALIZATION-AND-LIAB> 2,654,239
<GROSS-OPERATING-REVENUE> 217,391
<INCOME-TAX-EXPENSE> 16,591
<OTHER-OPERATING-EXPENSES> 158,147
<TOTAL-OPERATING-EXPENSES> 173,465
<OPERATING-INCOME-LOSS> 43,926
<OTHER-INCOME-NET> 2,689
<INCOME-BEFORE-INTEREST-EXPEN> 46,615
<TOTAL-INTEREST-EXPENSE> 17,095
<NET-INCOME> 29,520
4,064
<EARNINGS-AVAILABLE-FOR-COMM> 25,456
<COMMON-STOCK-DIVIDENDS> 18,000
<TOTAL-INTEREST-ON-BONDS> 75,522
<CASH-FLOW-OPERATIONS> 47,343
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
EXHIBIT 15
May 12, 2000
Pennsylvania Power Company
1 E. Washington Street
P. O. Box 891
New Castle, PA 16103
Gentlemen:
We are aware that Pennsylvania Power Company has incorporated by reference
in its Registration Statements No. 33-62450 and No. 33-65156 its Form 10-Q
for the quarter ended March 31, 2000, which includes our report dated May
12, 2000 covering the unaudited interim financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933, that report
is not considered a part of the registration statements prepared or
certified by our firm or a report prepared or certified by our firm within
the meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
related Form 10-Q financial statements for Pennsylvania Power Company
and is qualified in its entirety by reference to such financial statements.
(Amounts in 1,000's.) Income tax expense includes $325,000 related to
other income.
</LEGEND>
<CIK> 0000077278
<NAME> PENNSYLVANIA POWER COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 455,537
<OTHER-PROPERTY-AND-INVEST> 132,773
<TOTAL-CURRENT-ASSETS> 129,016
<TOTAL-DEFERRED-CHARGES> 306,287
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,023,613
<COMMON> 188,700
<CAPITAL-SURPLUS-PAID-IN> (310)
<RETAINED-EARNINGS> (94)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 188,296
15,000
39,105
<LONG-TERM-DEBT-NET> 286,045
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 23,974
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 14,275
<OTHER-ITEMS-CAPITAL-AND-LIAB> 456,918
<TOT-CAPITALIZATION-AND-LIAB> 1,023,613
<GROSS-OPERATING-REVENUE> 83,951
<INCOME-TAX-EXPENSE> (4,578)
<OTHER-OPERATING-EXPENSES> 95,221
<TOTAL-OPERATING-EXPENSES> 90,318
<OPERATING-INCOME-LOSS> (6,367)
<OTHER-INCOME-NET> 413
<INCOME-BEFORE-INTEREST-EXPEN> (5,954)
<TOTAL-INTEREST-EXPENSE> 4,432
<NET-INCOME> (10,386)
926
<EARNINGS-AVAILABLE-FOR-COMM> (11,312)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 19,106
<CASH-FLOW-OPERATIONS> 6,081
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
