SEC File No. 70-9793
And
SEC FILE NO. 70-9941
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
FirstEnergy Corp.
------------------------------------:
In the matter of :
FirstEnergy Corp. : Certificate Pursuant
: to Rule 24 of Partial
: Completion of
: Transactions
SEC File No. 70-9793 :
SEC File No. 70-9941 :
(Public Utility Holding Company Act :
of 1935) :
------------------------------------
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, FirstEnergy Corp (FirstEnergy) hereby certifies pursuant
to Rule 24 of the Rules and Regulations under the Public Utility Holding Company
Act of 1935 (the Act), that certain of the transactions proposed in the
Applications, as amended, filed in SEC File No. 70-9793 and SEC File No.
70-9941, respectively, have been carried out in accordance with the Commission's
Orders dated with respect to the said Applications as follows:
1. During the period April 1, 2002 through June 30, 2002, there were no sales
of common stock or Preferred Securities by FirstEnergy.
2. FirstEnergy issued 3,429,950 shares of common stock pursuant to options
granted under employee benefit plans and dividend reinvestment plans during the
second quarter of 2002.
3. During the period April 1, 2002 through June 30, 2002, no FirstEnergy common
stock was transferred to a seller of securities of a company being acquired.
4. During the second quarter of 2002, the following guarantees were made by
FirstEnergy to support activities of its subsidiaries, FirstEnergy Solutions
Corp. (FE Solutions), FirstEnergy Facilities Services Group, LLC (FE
Facilities), FirstEnergy Ventures Corp (FE Ventures) and FirstEnergy Generation
Corp. (FE Generation):
Purpose of
Beneficiary Amount Terms Guarantee
----------- ------ ----- ---------
FE Solutions (Trading - Electric)
---------------------------------
Mirant Energy 2,000,000 (a) (b)
Northern Indiana Public Svc 500,000 (a) (b)
FE Solutions (Trading - Gas)
----------------------------
FIMAT 25,000,000 (a) (b)
NJR Energy Services 12,000,000 (a) (b)
NUI Energy Brokers 1,000,000 (a) (b)
FE Generation (Fuel Marketing/Coal)
-----------------------------------
NRG Power Marketing 4,000,000 (a) (c)
FE Solutions (Retail)
---------------------
Cincinnati Gas & Electric 3,600,000 (a) (d)
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Pennsylvania Economic
Financing Authority 15,000,000 26 Years (e)
(a) Such guarantees are issued for a one year term, with a ten-day
termination right by FirstEnergy
(b) Parental guarantees issued by FirstEnergy to provide credit support
for electric power and natural gas purchases by subsidiary
(c) Credit backstop to support coal and emission trading
(d) Credit requirement in non-FirstEnergy service territories
(e) Credit backstop for GENCO Bond Issuance
5. During the period April 1, 2002 through June 30, 2002, the FirstEnergy
Companies issued the following indebtedness:
Transaction Maturity Transaction
Date Date Rate Amount Loan Balance
----------- -------- ---- ----------- ------------
CitiBank (FE Revolver)
----------------------
FirstEnergy Holding 4/5/02 4/8/02 4.75 $5,000,000 $5,001,952
FirstEnergy Holding 4/11/02 4/18/02 2.93 $20,000,000 $470,267,313
FirstEnergy Holding 4/30/02 5/7/02 3.05 $60,000,000 $60,035,583
FirstEnergy Holding 4/30/02 5/30/02 2.88 $40,000,000 $40,095,833
FirstEnergy Holding 5/16/02 5/23/02 2.93 $160,000,000 $160,091,000
FirstEnergy Holding 5/20/02 5/29/02 2.93 $45,000,000 $45,032,906
FirstEnergy Holding 5/28/02 5/29/02 2.93 $30,000,000 $30,002,438
FirstEnergy Holding 5/29/02 5/30/02 4.93 $358,000,000 $358,048,305
FirstEnergy Holding 5/30/02 6/13/02 3.00 $100,000,000 $140,163,333
FirstEnergy Holding 5/31/02 6/3/02 4.93 $381,000,000 $381,154,227
FirstEnergy Holding 5/31/02 6/20/02 3.00 $210,000,000 $210,350,000
FirstEnergy Holding 6/3/02 6/10/02 2.93 $45,000,000 $45,025,594
FirstEnergy Holding 6/20/02 7/5/02 2.93 $130,000,000 $215,262,031
FirstEnergy Holding 6/21/02 7/12/02 2.93 $120,000,000 $120,204,750
FirstEnergy Holding 6/26/02 7/17/02 2.93 $50,000,000 $50,085,313
FirstEnergy Holding 6/28/02 7/29/02 2.93 $80,000,000 $80,201,500
CitiBank (OE Revolver)
----------------------
Ohio Edison 4/1/02 4/2/02 4.88 $145,000,000 $145,019,366
Ohio Edison 5/9/02 5/23/02 2.60 $100,000,000 $180,182,000
Ohio Edison 5/31/02 6/14/02 2.60 $120,000,000 $120,121,333
Ohio Edison 6/10/02 6/11/02 4.88 $13,000,000 $13,001,736
Ohio Edison 6/24/02 6/25/02 4.88 $11,000,000 $11,001,469
FirstMerit (OE Bi-Lateral Facility)
-----------------------------------
Ohio Edison 4/5/02 4/8/02 2.44 $14,000,000 $14,002,844
Ohio Edison 4/25/02 4/26/02 2.60 $3,000,000 $3,000,217
Ohio Edison 4/26/02 4/29/02 2.56 $7,500,000 $10,502,242
Ohio Edison 4/29/02 4/30/02 2.56 $3,500,000 $14,000,997
Ohio Edison 5/7/02 5/8/02 2.50 $10,000,000 $10,000,694
Ohio Edison 5/9/02 5/10/02 2.50 $3,500,000 $3,500,243
Ohio Edison 5/10/02 5/13/02 2.50 $2,500,000 $6,001,250
Ohio Edison 5/15/02 5/16/02 2.63 $10,500,000 $10,500,766
Ohio Edison 5/17/02 5/20/02 2.44 $7,500,000 $14,002,844
Ohio Edison 5/24/02 5/28/02 2.44 $11,000,000 $14,003,792
Ohio Edison 5/30/02 5/31/02 2.63 $14,000,000 $14,001,021
Ohio Edison 6/3/02 6/4/02 2.56 $14,000,000 $14,000,997
Ohio Edison 6/6/02 6/7/02 2.50 $12,000,000 $12,000,833
Ohio Edison 6/7/02 6/10/02 2.44 $2,000,000 $14,002,844
Ohio Edison 6/12/02 6/13/02 2.50 $11,000,000 $11,000,764
Ohio Edison 6/14/02 6/17/02 2.50 $7,500,000 $14,002,917
Ohio Edison 6/20/02 6/21/02 2.44 $14,000,000 $14,000,948
KeyBank(Bi-Lateral Facility)
----------------------------
Ohio Edison 4/5/02 4/8/02 2.70 $20,000,000 $20,004,500
Ohio Edison 4/29/02 4/30/02 2.84 $7,500,000 $7,500,592
Ohio Edison 5/17/02 5/20/02 2.72 $4,000,000 $4,000,906
2
Ohio Edison 5/20/02 5/21/02 2.75 $5,000,000 $9,000,688
Ohio Edison 5/22/02 5/23/02 2.69 $2,500,000 $3,500,261
Ohio Edison 5/24/02 5/28/02 2.72 $10,000,000 $10,003,021
Ohio Edison 6/3/02 6/4/02 2.81 $1,000,000 $1,000,078
Ohio Edison 6/7/02 6/10/02 2.72 $16,500,000 $16,503,738
Ohio Edison 6/10/02 6/11/02 2.78 $3,500,000 $20,001,545
Ohio Edison 6/24/02 6/25/02 2.81 $20,000,000 $20,001,563
Ohio Edison 6/28/02 7/1/02 3.00 $8,000,000 $8,002,000
6. During the period April 1, 2002 through June 30, 2002, the following short
term debt was issued by the Utility Subsidiaries:
Transaction Maturity Transaction
Date Date Rate Amount Loan Balance
----------- -------- ---- ----------- ------------
ATSI-Intercompany Loan to:
--------------------------
Ohio Edison 4/30/02 5/1/02 2.29 $3,580,000 $43,136,843
Ohio Edison 5/31/02 6/1/02 2.40 $9,577,000 $52,803,464
Ohio Edison - Intercompany Loan to:
-----------------------------------
Cleveland Electric 5/31/02 6/1/02 2.40 23,685,000 $173,076,221
Toledo Edison 4/30/02 5/1/02 2.29 $21,212,000 $107,599,607
Toledo Edison 5/31/02 6/1/02 2.40 $3,429,000 $98,985,174
Toledo Edison 6/28/02 7/1/02 2.46 $34,995,000 $134,190,116
PennPower - Intercompany Loan to:
---------------------------------
Ohio Edison 4/30/02 5/1/02 2.29 $6,625,000 $7,632,546
Ohio Edison 5/30/02 5/31/02 2.40 $8,179,000 $15,827,327
Ohio Edison 5/31/02 6/1/02 2.40 $356,000 $16,184,404
Ohio Edison 6/28/02 7/1/02 2.46 $21,147,000 $37,368,889
FirstEnergy Holding-Intercompany Loan to:
-----------------------------------------
JCP&L 5/15/02 5/20/02 2.40 $15,000,000 $15,004,990
JCP&L 5/20/02 6/1/02 2.40 $45,000,000 $60,052,902
JCP&L 6/3/02 6/11/02 2.46 $41,000,000 $101,116,299
Met-Ed 6/3/02 6/6/02 2.46 $18,000,000 $121,152,468
Ohio Edison 4/30/02 5/1/02 2.29 $29,550,000 $105,310,018
Penelec 4/11/02 4/18/02 2.29 $20,000,000 $58,139,135
Penelec 4/18/02 5/1/02 2.29 $25,000,000 $83,207,922
7. During the second quarter of 2002, there were no financings consummated by
any Non-Utility Subsidiary that were not exempt under rule 52.
8. During the Second Quarter of 2002, FirstEnergy Corp. entered into five (5)
transactions designed to hedge the fair value of a portion of FirstEnergy
Corp.'s long-term debt portfolio. The hedge structures are fixed - for -
floating interest rate swaps, whereby FirstEnergy Corp. will receive fixed
payments equivalent to the fixed coupons of the bonds being hedged, and pay
floating rate payments based on the 6-month London Interbank Offering Rate
(LIBOR) plus an applicable, negotiated spread. Four (4) of the five (5) hedges
contain written options which give the counterparty the right to cancel the
transactions at predetermined rates. The notional amounts, counterparties, and
principal terms of the fair value hedges are filed pursuant to request for
confidential treatment.
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9. Investments made during the second quarter 2002 in any intermediate
subsidiary or financing subsidiary are as follows:
Company Investment
------- ----------
(in Thousands $)
Bay Shore Power Company $16,400
FE Facilities Services Group, LLC 1,510
MARBEL Holding Co. 10,624
Centerior Funding Corp. 38,930
10. During the second quarter of 2002 FirstEnergy filed the following U-6B-2
forms:
Company Filing Date
------- -----------
Ohio Edison Company April 15, 2002
Ohio Edison Company April 15, 2002
Toledo Edison Company April 15, 2002
The Cleveland Electric Illuminating Company April 15, 2002
11. Metropolitan Edison Company (Met-Ed) engaged in jurisdictional financing
transactions during the second quarter of 2002. Consolidated balance sheets of
Met-Ed for the quarter ended June 30, 2002 - incorporated by reference to
Met-Ed's Form 10-Q Quarterly Report to SEC for the quarter ended June 30, 2002
(File No. 1-446)
12. The following table presented in thousands, provides the capital structure
of FirstEnergy on a consolidated basis and each Utility Subsidiary as of the end
of the second quarter 2002.
FirstEnergy Corp. Amount Ratio
----------------- ---------- -----
Common Equity $7,565,454 33.67%
Preferred Stock 1,099,132 4.89%
Long Term Debt 13,149,059 58.52%
Short Term Debt 655,409 2.92%
---------- ------
Total Capitalization $22,469,054 100.00%
---------- ------
Ohio Edison
-----------
Common Equity $2,738,794 52.09%
Preferred Stock 335,070 6.37%
Long Term Debt 1,963,892 37.35%
Short Term Debt 219,669 4.19%
--------- ------
Total Capitalization $5,257,425 100.00%
--------- ------
Cleveland Electric
------------------
Common Equity $1,152,825 28.07%
Preferred Stock 265,614 6.47%
Long-Term Debt 2,563,905 62.43%
Short-Term Debt 124,367 3.03%
--------- ------
Total Capitalization $4,106,711 100.00%
--------- ------
Toledo Edison
-------------
Common Equity $647,466 35.91%
Preferred Stock 126,000 6.99%
Long-Term Debt 895,354 49.66%
Short-Term Debt 134,163 7.44%
--------- ------
Total Capitalization $1,802,983 100.00%
--------- ------
4
Pennsylvania Power
------------------
Common Equity $244,096 44.38%
Preferred Stock 54,105 9.84%
Long-Term Debt 251,807 45.78%
Short-Term Debt - -%
--------- ------
Total Capitalization $550,008 100.00%
--------- ------
JCP&L
-----
Common Equity $3,193,708 64.91%
Preferred Stock 188,037 3.82%
Long-Term Debt 1,538,740 31.27%
Short-Term Debt - -%
--------- ------
Total Capitalization $4,920,485 100.00%
--------- ------
Met-Ed
------
Common Equity $1,297,636 62.03%
Preferred Stock 92,304 4.41%
Long-Term Debt 630,997 30.16%
Short-Term Debt 71,152 3.40%
--------- ------
Total Capitalization $2,092,089 100.00%
--------- ------
Penelec
-------
Common Equity $1,316,387 65.52%
Preferred Stock 92,107 4.58%
Long-Term Debt 497,227 24.75%
Short-Term Debt 103,488 5.15%
--------- ------
Total Capitalization $2,009,209 100.00%
--------- ------
Note: FirstEnergy's long-term debt and short-term debt are adjusted to include
$86 million and $10.6 million, respectively, classified as "Liabilities Related
to Assets Pending Sale" on the balance sheet.
13. The following table presented in thousands provides retained earnings
analysis of FirstEnergy on a consolidated basis and each Utility Subsidiary as
of the end of the second quarter 2002.
FirstEnergy Ohio Cleveland Toledo
Corp. Edison Electric Edison
----------- -------- --------- -------
Balance, January 1, 2002 $1,521,805 $572,272 $150,183 $113,436
Net Income 349,803 174,186 82,056 22,335
Cash Dividends on Pfd Stock 0 (5,193) (8,226) (5,635)
Cash Dividends on Common Stock (219,602) (101,200) 0 (5,600)
Premium on Pfd Stock Redemptions 0 0 (3,150) (1,299)
--------- ------- ------- -------
Balance, June 30, 2002 $1,652,006 $640,065 $220,863 $123,237
--------- ------- ------- -------
Penn.
Power JCP&L Met-Ed Penelec
------- ------- ------- -------
Balance, January 1, 2002 $35,398 $29,343 $14,617 $10,795
Net Income 29,959 97,359 38,785 25,392
Cash Dividends on Pfd Stock (1,851) (1,184) 0 0
Cash Dividends on Common Stock (7,800) (66,000) (30,000) (14,000)
Premium on Pfd Stock Redemptions 0 0 0 0
------ ------ ------ ------
Balance, June 30, 2002 $55,706 $59,518 $23,402 $22,187
------ ------ ------ ------
14. On April 4, 2002 Standard & Poor's affirmed the credit ratings of
FirstEnergy Corp. and its seven subsidiary electric utility operating companies
and revised FirstEnergy's Credit Outlook to Negative from Stable.
5
SIGNATURE
The undersigned registered holding company has duly caused this quarterly
report to be signed on its behalf by the undersigned officer thereunto duly
authorized pursuant to the requirements of the Public Utility Holding Company
Act of 1935.
FIRSTENERGY CORP.
August 27, 2002
By: /s/ Harvey L. Wagner
-------------------------------------
Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
(Principal Accounting Officer)
6