(1) |
During the
period January 1, 2005 through March 31, 2005, there were no sales of
common stock or preferred securities by
FirstEnergy. |
(2) |
FirstEnergy
purchased on the open market 305,452 shares of common stock pursuant to
dividend reinvestment plans and 475,374 shares of restricted stock units
were granted under employee benefit plans during the first quarter of
2005. The restrictions on restricted stock units lapse over a defined
period of time or based on performance. Dividends are received on the
restricted stock units and are reinvested in additional
shares. |
(3) |
During the
period January 1, 2005 through March 31, 2005, no FirstEnergy common stock
was transferred to a seller of securities of a company being
acquired. |
(4) |
During the
period January 1, 2005 through March 31, 2005, there was no Long-term Debt
and Preferred Securities issued by FirstEnergy. FirstEnergy issued the
following Short-term Debt during the first quarter of
2005: |
Transaction |
Maturity |
Transaction |
|||||||||||
Date
|
Date |
Rate
|
Amount
|
||||||||||
CitiBank
(FirstEnergy Revolver - 1 Billion 3 Year Facility) |
|||||||||||||
FirstEnergy |
1/3/2005 |
1/4/2005 |
5.33% |
$ |
5,000,000.00 |
||||||||
FirstEnergy |
1/5/2005 |
1/12/2005 |
3.45% |
$ |
110,000,000.00 |
||||||||
FirstEnergy |
1/6/2005 |
1/13/2005 |
3.45% |
$ |
45,000,000.00 |
||||||||
FirstEnergy |
1/20/2005 |
1/27/2005 |
3.45% |
$ |
60,000,000.00 |
||||||||
FirstEnergy |
1/31/2005 |
2/1/2005 |
5.33% |
$ |
5,000,000.00 |
(5) |
During the
period January 1, 2005 through March 31, 2005, the following short-term
debt was issued by the Utility
Subsidiaries: |
Transaction |
Maturity |
Transaction |
|||||||||||
Date |
Date |
Rate |
Amount |
||||||||||
FirstMerit
(Ohio Edison Company (OE) Bi-Lateral Facility) |
|||||||||||||
OE |
1/26/2005 |
Various* |
3.06% |
$ |
10,000,000.00 |
||||||||
OE |
1/28/2005 |
Various* |
3.13% |
$ |
5,000,000.00 |
||||||||
OE |
1/31/2005 |
Various* |
3.25% |
$ |
7,000,000.00 |
||||||||
OE |
2/2/2005 |
Various* |
3.25% |
$ |
4,000,000.00 |
||||||||
OE |
3/25/2005 |
3/29/2005 |
3.25% |
$ |
14,000,000.00 |
||||||||
* Various
date between 1/27/2005 to 2/4/2005 |
|
||||||||||||
KeyBank
(OE Bi-Lateral Facility) |
|||||||||||||
OE |
12/31/2004 |
1/4/2005 |
3.43% |
$ |
7,000,000.00 |
||||||||
OE |
1/3/2005 |
1/4/2005 |
3.40% |
$ |
3,000,000.00 |
||||||||
OE |
1/6/2005 |
1/7/2005 |
3.42% |
$ |
19,000,000.00 |
||||||||
OE |
1/12/2005 |
1/13/2005 |
3.39% |
$ |
19,000,000.00 |
||||||||
OE |
1/31/2005 |
2/1/2005 |
3.67% |
$ |
20,000,000.00 |
||||||||
OE |
2/2/2005 |
2/3/2005 |
3.64% |
$ |
8,000,000.00 |
||||||||
OE |
3/28/2005 |
3/29/2005 |
3.93% |
$ |
4,000,000.00 |
||||||||
OE |
3/30/2005 |
3/31/2005 |
3.90% |
$ |
6,000,000.00 |
Regulated
Money Pool |
Average |
Principal |
|||||
Loan
to/(Borrowing from): |
Interest
Rate |
Balance |
|||||
OE |
2.6591% |
$ |
688,256,709 |
||||
Pennsylvania
Power Company (Penn) |
2.6591% |
(10,461,117 |
) | ||||
The Cleveland
Electric Illuminating Company (CEI) |
2.6591% |
(457,154,966 |
) | ||||
The Toledo
Edison Company (TE) |
2.6591% |
(394,494,352 |
) | ||||
American
Transmission Systems, Incorporated (ATSI) |
2.6591% |
6,609,162 |
|||||
Jersey
Central Power & Light Company (JCP&L) |
2.6591% |
(204,793,846 |
) | ||||
Metropolitan
Edison Company (Met-Ed) |
2.6591% |
(108,677,559 |
) | ||||
Pennsylvania
Electric Company (Penelec) |
2.6591% |
(69,692,586 |
) | ||||
York Haven
Power Company |
2.6591% |
14,476,350 |
(6) |
During the
first quarter of 2005, there were no financings consummated by any
Non-Utility subsidiary that were not exempt under rule
52. |
(7) |
During the
first quarter of 2005, the following guarantees were made by FirstEnergy
to support activities of its
subsidiaries: |
Purpose
of |
||||||||||
Beneficiary |
Amount |
Terms |
Guarantee |
|||||||
FirstEnergy
Solutions Corp. (FES) (Trading - Electric) |
||||||||||
Bank of
America NA |
$ |
5,000,000 |
(a) |
(c) |
||||||
Consumers
Energy |
$ |
750,000 |
(a) |
(c) |
||||||
MISO |
$ |
20,000,000 |
(b) |
(d) |
||||||
FirstEnergy
Service Company |
||||||||||
MISO |
$ |
6,400,000 |
(b) |
(d) |
||||||
FirstEnergy
Generation Corp. (Fuel Marketing / Coal) |
||||||||||
Dominion
Energy Marketing |
$ |
1,000,000 |
(a) |
(e) |
||||||
Peabody
COALTRADE |
$ |
3,500,000 |
(a) |
(e) |
||||||
Met-Ed
(Long-term Power Supply) |
||||||||||
Constellation
Power Source |
$ |
4,000,000 |
(f) |
(g) |
||||||
Penelec
(Long-term Power Supply) |
||||||||||
Constellation
Power Source |
$ |
4,000,000 |
(f) |
(h) |
||||||
RPC
Mechanical, Inc. - HVAC |
||||||||||
National City
Bank |
$ |
4,900,000 |
1
year |
(i) |
(a) |
Such
guarantees are issued for a one-year term, with a ten-day termination
right by FirstEnergy. |
(b) |
This is a
continuing guaranty issued to the Midwest Independent Transmission System
Operator (MISO), with a ten-day termination right by
FirstEnergy. |
(c) |
Parental
guarantees issued by FirstEnergy to provide credit support for electric
power purchases by subsidiary. |
(d) |
Parental
guarantees issued by FirstEnergy to provide credit support for
transmission and electric market activities in MISO.
|
(e) |
Credit
backstop to support coal purchases and emission
trading. |
(f) |
Expires on
December 31, 2010. |
(g) |
Parental
guaranty issued by FirstEnergy to support the long-term power purchase by
Metropolitan Edison Company from
Constellation. |
(h) |
Parental
guaranty issued by FirstEnergy to support the long-term power purchase by
Pennsylvania Electric Company from
Constellation. |
(i) |
Credit
backstop to support revolving credit
agreement. |
Purpose
of |
|||||||
Beneficiary |
Amount |
LOC |
|||||
Penn |
|||||||
U.S.
Department of Labor - Workers Comp Programs |
$ |
250,000 |
(a) |
(a) |
Collateral
held for the Pennsylvania employees’ workers Compensation Program.
Automatic renewal of previous issued LOC. |
(8) |
During the
first quarter of 2005, FirstEnergy entered into two (2) transactions
designed to hedge the fair value of a portion of its fixed-rate long-term
debt portfolio against decreases in interest rates. The hedge structures
are fixed - for - floating interest rate swaps, whereby FirstEnergy will
receive fixed payments equivalent to the fixed coupon rate of the bond
being hedged, and pay floating rate payments based on the 6-month London
Interbank Offering Rates (LIBOR) plus or minus an applicable spread. The
debt instruments being hedged, notional amounts, counterparties, and
principal terms of the fair value hedges are filed pursuant to request for
confidential treatment. |
(9) |
Investments
made during the first quarter of 2005 in any intermediate subsidiary or
financing subsidiary are as follows: |
Company |
Investment |
|||
(In Thousands
$) |
||||
Penn Power
Funding LLC |
$ |
1,000 |
(10) |
There were no
U-6B-2 filed during the first quarter of 2005.
|
(11) |
There were no
jurisdictional financing transactions during the first quarter of 2005.
|
(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 first quarter of 2005.
|
FirstEnergy |
Amount |
Ratio |
|||||
Common
Equity |
$ |
8,620,953 |
43.44 |
% | |||
Preferred
Stock |
238,719 |
1.20 |
% | ||||
Long-Term
Debt |
10,680,061 |
53.80 |
% | ||||
Short-Term
Debt |
310,125 |
1.56 |
% | ||||
Total
Capitalization |
$ |
19,849,858 |
100.00 |
% | |||
OE |
|||||||
Common
Equity |
$ |
2,501,314 |
58.07 |
% | |||
Preferred
Stock |
100,070 |
2.32 |
% | ||||
Long-Term
Debt |
1,496,057 |
34.73 |
% | ||||
Short-Term
Debt |
210,041 |
4.88 |
% | ||||
Total
Capitalization |
$ |
4,307,482 |
100.00 |
% | |||
CEI |
|||||||
Common
Equity |
$ |
1,810,392 |
41.95 |
% | |||
Preferred
Stock |
- |
-
|
% | ||||
Long-Term
Debt |
2,034,471 |
47.14 |
% | ||||
Short-Term
Debt |
470,732 |
10.91 |
% | ||||
Total
Capitalization |
$ |
4,315,595 |
100.00 |
% | |||
TE |
|||||||
Common
Equity |
$ |
832,493 |
47.73 |
% | |||
Preferred
Stock |
126,000 |
7.22 |
% | ||||
Long-Term
Debt |
391,081 |
22.42 |
% | ||||
Short-Term
Debt |
394,761 |
22.63 |
% | ||||
Total
Capitalization |
$ |
1,744,335 |
100.00 |
% |
Penn |
|||||||
Common
Equity |
$ |
333,741 |
61.36 |
% | |||
Preferred
Stock |
39,105 |
7.19 |
% | ||||
Long-Term
Debt |
160,413 |
29.49 |
% | ||||
Short-Term
Debt |
10,644 |
1.96 |
% | ||||
Total
Capitalization |
$ |
543,903 |
100.00 |
% | |||
JCP&L |
|||||||
Common
Equity |
$ |
3,149,797 |
68.20 |
% | |||
Preferred
Stock |
12,649 |
0.27 |
% | ||||
Long-Term
Debt |
1,251,591 |
27.10 |
% | ||||
Short-Term
Debt |
204,794 |
4.43 |
% | ||||
Total
Capitalization |
$ |
4,618,831 |
100.00 |
% | |||
Met-Ed |
|||||||
Common Equity |
$ |
1,292,944 | 60.61 |
% | |||
Preferred
Stock |
- |
-
|
% | ||||
Long-Term
Debt |
731,609 |
34.30 |
% | ||||
Short-Term
Debt |
108,677 |
5.09 |
% | ||||
Total
Capitalization |
$ |
2,133,230 |
100.00 |
% | |||
Penelec |
|||||||
Common
Equity |
$ |
1,321,407 |
64.42 |
% | |||
Preferred
Stock |
- |
-
|
% | ||||
Long-Term
Debt |
490,220 |
23.90 |
% | ||||
Short-Term
Debt |
239,693 |
11.68 |
% | ||||
Total
Capitalization |
$ |
2,051,320 |
100.00 |
% |
(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 first quarter 2005. |
FirstEnergy |
OE |
CEI |
TE |
||||||||||
Balance,
December 31, 2004 |
$ |
1,856,863 |
$ |
442,198 |
$ |
553,740 |
$ |
191,059 |
|||||
Net
Income |
159,726 |
56,757 |
15,472 |
365 |
|||||||||
Cash
Dividends on Preferred Stock |
- |
(659 |
) |
(1,429 |
) |
(2,211 |
) | ||||||
Cash
Dividends on Common Stock |
(135,542 |
) |
(47,000 |
) |
(55,000 |
) |
- |
||||||
Other |
- |
- |
(1,495 |
) |
- |
||||||||
Balance,
March 31, 2005 |
$ |
1,881,047 |
$ |
451,296 |
$ |
511,288 |
$ |
189,213 |
|||||
|
Penelec |
JCP&L
|
Met-Ed
|
Penelec
|
|||||||||
Balance,
December 31, 2004 |
$ |
87,695 |
$ |
43,271 |
$ |
38,966 |
$ |
46,068 |
|||||
Net
Income |
15,002 |
14,519 |
16,476 |
21,384 |
|||||||||
Cash
Dividends on Preferred Stock |
(640 |
) |
(125 |
) |
- |
- |
|||||||
Cash
Dividends on Common Stock |
(8,000 |
) |
(20,000 |
) |
(9,000 |
) |
(5,000 |
) | |||||
Other |
- |
- |
- |
1 |
|||||||||
Balance,
March 31, 2005 |
$ |
94,057 |
$ |
37,665
|
$ |
46,442 |
$ |
62,453 |
(14) |
During the
first quarter of 2005, there was no change to any of the credit ratings of
FirstEnergy Corp. or any of its subsidiaries by any of the nationally
recognized credit rating agencies. |
(15) |
FirstEnergy’s
aggregate investment includes all amounts invested, or commitments to be
invested, in exempt wholesale generators (EWGs), for which there is
recourse, directly or indirectly, to the registered holding company.
Accordingly, FirstEnergy’s aggregate investment as of March 31, 2005 is as
follows: |
(In
Thousands) |
||||
FE Generation
Corp. |
$ |
979,479 |
||
Termobarranquilla
S. A. |
46,551 |
|||
Aggregate
Investment in EWGs |
$ |
1,026,030* |
Total
capitalization |
$ |
19,849,858 |
5.2 |
% | |||
Net utility
plant |
$ |
13,550,063 |
7.6 |
% | |||
Total
consolidated assets |
$ |
31,260,563 |
3.3 |
% | |||
Market value
of common equity |
$ |
13,836,632 |
7.4 |
% |
(16) |
Set forth
below is a summary of the direct or indirect investments as defined in SEC
Rule 53(a) by FirstEnergy, as of March 31, 2005 in EWGs, as well as the
percentage of equity ownership. |
Associate
Company |
FirstEnergy’s
Investment
at
03/31/05
($000)* |
FirstEnergy’s
%
Equity
Ownership |
Owners not affiliated with
FirstEnergy
| |
Name of Entity |
Type of
Entity | |||
Termobarranquilla
S.A. (a) |
$
46,551 |
0% |
ABB Energy
Ventures, Inc. |
Foreign |
Lancaster
Steel |
Foreign | |||
Distral
Group |
Foreign | |||
Corp.
Electrica |
Foreign | |||
Corp.
Electrica |
||||
De la
Costa |
||||
Atlantica |
||||
Darby
Mazzanine |
||||
Holdings,
LLC |
||||
|
||||
FE Generation
Corp. |
979,479 |
100% |
Not
Applicable |
N/A |
Total
Aggregate Investment in EWGs |
$
1,026,030 |
(17) |
FirstEnergy
and Subsidiary Companies Consolidated Capitalization Ratios as of March
31, 2005: |
Amount
(000’s) |
Ratio |
||||||
Common equity
|
$ |
8,620,953 |
43.4 |
% | |||
Preferred
stock not subject to mandatory redemption |
238,719 |
1.2 |
% | ||||
Long-term
debt |
10,680,061 |
53.8 |
% | ||||
Notes
payable |
310,125 |
1.6 |
% | ||||
Total
capitalization |
$ |
19,849,858 |
100.0 |
% |
(18) |
Market-to-book
ratio of FirstEnergy and Subsidiary Companies common stock at March 31,
2005: |
Closing Market Price per Share | $ |
41.95 |
||
Book Value
per Share |
$ |
26.25 |
||
Market-to
Book Ratio of Common Stock |
159.8 |
% |
(19) |
No new
EWG/FUCO project covered by the Modified Rule 53 Test in which FirstEnergy
has invested or committed to invest during the first quarter of
2005. |
(20) |
Analysis of
Growth in Retained Earnings for FirstEnergy and Subsidiary
Companies: |
(In
Thousands) |
||||
Retained
Earnings as of 03/31/05 |
$ |
1,881,047 |
||
Retained
Earnings as of 12/31/04 |
1,856,863 |
|||
Growth in
Retained Earnings |
$ |
24,184 |
||
Analysis
of Growth in Retained Earnings: |
||||
Income
contribution from regulated utility companies |
$ |
125,591 |
||
Income
contribution from EWGs |
25,155 |
|||
Income
contribution from all other companies |
35,872 |
|||
FirstEnergy
Holding and Service companies |
(26,892 |
) | ||
Cash
dividends declared on common stock |
(135,542 |
) | ||
Growth in
Retained Earnings |
$ |
24,184 |
(21) |
Statements of
Operations for the period ended March 31, 2005 for FirstEnergy Generation
Corp. will be filed separately under a request for confidential treatment
under Rule 104 (b) |
FirstEnergy
Corp. | ||
May 20,
2005 |
||
By:
|
/s/ Harvey L. Wagner | |
|
Harvey L. Wagner
Vice
President, Controller
and Chief
Accounting Officer
(Principal
Accounting Officer) |