SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 7, 2001
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
Item 2. Acquisition or Disposition of Assets
On November 7, 2001, the merger of FirstEnergy Corp.
(FirstEnergy) and GPU, Inc. (GPU) became effective pursuant to the
Agreement and Plan of Merger, dated August 8, 2000 (Merger Agreement),
previously reported on a Current Report on Form 8-K filed by FirstEnergy
on August 10, 2000. The Merger Agreement is incorporated herein by
reference and is listed herein as Exhibit 2.1. The following
description of the Merger is qualified in its entirety by reference to
such exhibit.
Under the terms of the Merger Agreement, GPU shareholders
could elect to receive, for each share of GPU common stock that they
own, either $36.50 in cash or shares of FirstEnergy common stock. The
number of FirstEnergy shares that a GPU shareholder will receive in
exchange for a GPU share depends upon the average closing price of
FirstEnergy common stock over a pre-determined 20-day trading period,
but is limited to 1.2318 shares if that average price is $29.6313 or
higher. With the November 7, 2001, merger effective date, the 20-day
trading period ended on October 29, 2001, and resulted in an average
closing price of $35.67. Consequently, GPU shareholders electing
FirstEnergy shares will receive 1.2318 shares of FirstEnergy common
stock for each share of GPU common stock that they own. The elections by
GPU shareholders are subject to proration if the total elections
received result in more than one-half of the GPU common stock being
exchanged for either cash or FirstEnergy shares.
Prior to the merger, GPU was a registered public utility
holding company whose assets were used to provide utility and utility-
related services. GPU's assets were held primarily through its
subsidiaries, including its principal domestic electric utility
operating subsidiaries, Jersey Central Power & Light Company,
Pennsylvania Electric Company and Metropolitan Edison Company. As a
result of the merger, GPU's subsidiaries are now subsidiaries of
FirstEnergy. FirstEnergy intends to use such assets for similar
purposes.
FirstEnergy borrowed the funds for the cash portion of the
merger consideration, approximately $2.2 billion, through a credit
agreement dated as of October 2, 2001 with a group of banks led by
Barclay's Bank Plc, as administrative agent. FirstEnergy will issue
approximately 73.7 million shares of its common stock to GPU
shareholders for the share portion of the transaction.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired
1. The audited consolidated balance sheets of GPU as of
December 31, 2000 and 1999 and consolidated statements
of income and cash flows of GPU for the fiscal years
ended December 31, 2000, 1999 and 1998 have been filed
with the U.S. Securities and Exchange Commission (SEC)
as part of GPU's Annual Report on Form 10-K, filed
March 21, 2001 (File No. 1-6047), and are incorporated
herein by reference.
2. The unaudited consolidated balance sheet of GPU as of
March 31, 2001 and unaudited consolidated statements of
income and cash flows of GPU for the three months ended
March 31, 2001 and 2000 have been filed with the SEC as
part of GPU's Quarterly Report on Form 10-Q, filed May
3, 2001 (File No. 1-6047), and are incorporated herein
by reference.
3. The unaudited consolidated balance sheet of GPU as of
June 30, 2001 and unaudited consolidated statements
of income and cash flows of GPU for the three and six
months ended June 30, 2001 and 2000 have been filed
with the SEC as part of GPU's Quarterly Report on Form
10-Q, filed August 7, 2001 (File No. 1-6047), and are
incorporated herein by reference.
1
(b) Pro Forma Financial Information
The unaudited pro forma combined condensed balance sheet as of
June 30, 2001 and the unaudited pro forma combined condensed statements
of income for the six month periods ended June 30, 2001 and 2000, and
for the year ended December 31, 2000, combine the historical information
of FirstEnergy and GPU to give effect to our merger, including the
related financings. The unaudited pro forma combined condensed financial
statements have been prepared to reflect the merger under the purchase
method of accounting where FirstEnergy is acquiring GPU. Under the
purchase method of accounting, tangible and identifiable intangible
assets acquired and liabilities assumed are recorded at their estimated
fair values. The excess of the purchase price, including estimated fees
and expenses related to the merger, over the net assets acquired, is
classified as goodwill on the accompanying unaudited pro forma combined
condensed balance sheet. The estimated fair values and useful lives of
assets acquired and liabilities assumed, which were utilized in the
calculation of goodwill, are subject to final valuation adjustments in
accordance with accounting principles generally accepted in the United
States.
The unaudited pro forma financial statements do not reflect
any anticipated cost savings that FirstEnergy may be able to achieve
from the elimination of duplicate corporate and administrative programs
in connection with the merger or from operating efficiencies that may
result from the merger. The pro forma adjustments and the merger are
reflected in the unaudited combined condensed pro forma balance sheet as
if the merger occurred on June 30, 2001. The unaudited pro forma
combined condensed statements of income for the six month periods ended
June 30, 2001 and 2000, and for the year ended December 31, 2000, assume
that this transaction was completed on January 1, 2000.
The unaudited pro forma combined condensed financial
statements assume that 50% of the outstanding GPU common shares were
exchanged for cash consideration of $36.50 per share and 50% of the
outstanding GPU common shares were each exchanged for 1.2318 shares of
FirstEnergy common stock. With a November 7, 2001 merger effective date,
the 20-day trading period used to determine the exchange ratio in
accordance with the merger agreement ended on October 29, 2001 and
resulted in an average closing price for FirstEnergy's common stock of
$35.67, which is higher than the average closing price range of $24.2438
to $29.6313 stated in the merger agreement, and therefore, in accordance
with the merger agreement, fixed the exchange ratio at 1.2318.
The following unaudited pro forma financial statements are for
illustrative purposes only. They are not necessarily indicative of the
financial position or operating results that would have occurred had the
merger been completed on January 1, 2000 or June 30, 2001, as assumed
above, nor is the information necessarily indicative of future financial
position or operating results. Results of operations and financial
position in the first year after completion of the merger could differ
significantly from the unaudited pro forma combined condensed financial
statements, which are based on historical operations. Future operations
will be affected by various factors including operating performance,
energy market developments and other matters.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of August 8, 2000,
between FirstEnergy Corp. and GPU, Inc. (incorporated by
reference to Exhibit 2.1 of FirstEnergy Corp.'s Current
Report on Form 8-K filed August 10, 2000).
23 Consent of PricewaterhouseCoopers LLP.
2
FIRSTENERGY CORP.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
JUNE 30, 2001
(In millions)
Merger Pending Merger
Pro Forma Divestitures Pro Forma
FirstEnergy GPU Adjustments (Note 5) Combined
----------- ------- ----------- ------------ ---------
ASSETS:
Current assets $ 1,643 $ 2,254 $ -- $ (469) $ 3,428
Property, plant and equipment 7,605 7,168 (629) (3a) (2,051) 12,093
Investments 2,778 1,346 (87) (3a) (263) 4,025
251 (3d)
Regulatory assets 3,568 4,324 (271) (3f) 7,621
Intangible assets -- 119 10 (3b) 129
Goodwill 2,062 1,744 4,123 (3b) (775) 5,410
(1,744) (3b)
Accumulated deferred income taxes -- 1,817 90 (3i) (31) 1,739
(137) (3a)
Other assets 482 338 (34) (3b) (115) 671
------- ------- ------- ------- -------
Total Assets $18,138 $19,110 $ 1,572 $(3,704) $35,116
======= ======= ======= ======= =======
CAPITALIZATION AND LIABILITIES:
Currently payable long-term debt
and preferred stock $ 639 $ 622 $ -- $ (290) $ 971
Short-term debt 758 1,938 (1,514) (3h) -- 1,182
Current liabilities 1,173 1,245 16 (3b) (575) 2,000
134 (3c)
7 (3f)
Accumulated deferred income taxes 2,000 3,210 (111) (3i) (615) 4,484
Accumulated deferred investment
tax credits 232 42 -- 274
Other liabilities 2,041 3,953 4 (3b) (3) 6,105
110 (3d)
------- ------- -------- ------- -------
Total Liabilities: 6,843 11,010 (1,354) (1,483) 15,016
------- ------- -------- ------- -------
Common shareholders' equity:
Common stock and other paid-in
capital 3,544 991 2,594 (3e) 6,138
(991) (3e)
Retained earnings and other
comprehensive loss 1,253 2,458 (2,458) (3b) 1,253
Unallocated ESOP common shares (103) -- -- (103)
------- ------- -------- -------
Total common shareholders' equity 4,694 3,449 (855) 7,288
Preferred stock of consolidated
subsidiaries:
Not subject to mandatory
redemption 649 13 -- 662
Subject to mandatory redemption 40 49 1 (3a) 90
Subsidiary-obligated mandatorily
redeemable preferred securities
of subsidiary trust holding
solely subsidiary subordinated
debentures 120 125 -- 245
Trust preferred securities -- 200 -- 200
Long-term debt 5,792 4,264 83 (3a) (2,221) 11,615
2,183 (3h)
1,514 (3h)
------- ------- -------- ------- -------
Total Capitalization 11,295 8,100 2,926 (2,221) 20,100
------- ------- -------- ------- -------
Total Capitalization and
Liabilities $18,138 $19,110 $ 1,572 $(3,704) $35,116
======= ======= ======== ======= =======
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.
3
FIRSTENERGY CORP.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 2001
(In millions, except per share amounts)
GPU
Prior to Merger Pending Merger
Merger Pro Forma Divestitures Pro Forma
FirstEnergy Pro Forma Adjustments (Note 5) Combined
----------- --------- ----------- ------------ ---------
REVENUES:
Electric utilities $2,572 $2,252 $ -- $(229) $4,595
Other 1,218 470 -- (79) 1,609
------ ------ ----- ----- ------
Total revenues 3,790 2,722 -- (308) 6,204
------ ------ ----- ----- ------
EXPENSES:
Fuel and purchased power 625 1,105 -- (23) 1,707
Other operating expenses 1,816 739 (9) (3d) (90) 2,456
Provision for depreciation and
amortization
434 269 (25) (3g) (35) 637
(6) (3g)
General taxes 211 114 -- (20) 305
------ ------ ----- ----- ------
Total expenses 3,086 2,227 (40) (168) 5,105
------ ------ ----- ----- ------
INCOME BEFORE INTEREST
AND INCOME TAXES 704 495 40 (140) 1,099
------ ------ ----- ----- ------
NET INTEREST CHARGES:
Interest expense 235 230 90 (3h) (102) 453
Trust preferred securities -- 7 -- -- 7
Subsidiary-obligated mandatorily
redeemable preferred securities -- 5 -- -- 5
Capitalized interest (21) (1) -- -- (22)
Subsidiaries' preferred stock
dividends 34 3 -- 37
------ ------ ----- ----- ------
Net interest charges 248 244 90 (102) 480
------ ------ ----- ----- ------
INCOME TAXES 204 106 (26) (3i) (7) 277
------ ------ ----- ----- ------
INCOME BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING 252 145 (24) (31) 342
CUMULATIVE EFFECT OF AN
ACCOUNTING CHANGE (8) -- -- -- (8)
------ ------ ----- ----- ------
NET INCOME $ 244 $ 145 $ (24) $ (31) $ 334
====== ====== ===== ===== ======
Average common shares outstanding:
Basic 218 120 (46) (3j) 292
====== ====== ===== ======
Diluted 219 120 (46) (3j) 293
====== ====== ===== ======
Earnings per share of common
stock:
Basic $ 1.12 $ 1.21 $ 1.14
====== ====== ======
Diluted $ 1.11 $ 1.21 $ 1.14
====== ====== ======
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.
4
FIRSTENERGY CORP.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 2000
(In millions, except per share amounts)
GPU
Prior to Merger Pending Merger
Merger Pro Forma Divestitures Pro Forma
FirstEnergy Pro Forma Adjustments (Note 5) Combined
----------- --------- ----------- ------------ ---------
REVENUES:
Electric utilities $2,630 $2,134 $ -- $(255) $4,509
Other 680 449 -- (126) 1,003
------ ------ ---- ----- ------
Total revenues 3,310 2,583 -- (381) 5,512
------ ------ ---- ----- ------
EXPENSES:
Fuel and purchased power 551 887 -- (18) 1,420
Other operating expenses 1,315 783 (9) (3d) (109) 1,980
Provision for depreciation
and amortization 427 243 (25) (3g) (34) 605
(6) (3g)
General taxes 279 101 -- (8) 372
------ ------ ---- ----- ------
Total expenses 2,572 2,014 (40) (169) 4,377
------ ------ ---- ----- ------
INCOME BEFORE INTEREST
AND INCOME TAXES 738 569 40 (212) 1,135
------ ------ ---- ----- ------
NET INTEREST CHARGES:
Interest expense 247 230 83 (3h) (118) 442
Trust preferred securities -- 7 -- 7
Subsidiary-obligated mandatorily
redeemable preferred securities -- 6 -- 6
Capitalized interest (13) (2) -- (15)
Subsidiaries' preferred stock
dividends 35 4 -- 39
------ ------ ---- ----- ------
Net interest charges 269 245 83 (118) 479
------ ------ ---- ----- ------
INCOME TAXES 193 120 (24) (3i) (17) 272
------ ------ ---- ----- ------
NET INCOME $ 276 $ 204 $(19) $ (77) $ 384
====== ====== ==== ===== ======
Average common shares outstanding:
Basic 224 121 (46) (3j) 299
====== ====== ==== ======
Diluted 225 121 (46) (3j) 300
====== ====== ==== ======
Earnings per share of common stock:
Basic $ 1.23 $ 1.68 $ 1.28
====== ====== ======
Diluted $ 1.23 $ 1.68 $ 1.28
====== ====== ======
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.
5
FIRSTENERGY CORP.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2000
(In millions, except per share amounts)
GPU
Prior to Merger Pending Merger
Merger Pro Forma Divestitures Pro Forma
FirstEnergy Pro Forma Adjustments (Note 5) Combined
----------- --------- ----------- ------------ ---------
REVENUES:
Electric utilities $5,422 $4,423 $ -- $(479) $ 9,366
Other 1,607 948 -- (218) 2,337
------ ------ ---- ----- -------
Total revenues 7,029 5,371 -- (697) 11,703
------ ------ ---- ----- -------
EXPENSES:
Fuel and purchased power 801 2,064 -- (18) 2,847
Other operating expenses 3,241 1,456 (18) (3d) (197) 4,482
Provision for depreciation and
amortization 934 523 (51) (3g) (80) 1,313
(13) (3g)
General taxes 548 228 -- (41) 735
------ ------ ---- ----- ------
Total expenses 5,524 4,271 (82) (336) 9,377
------ ------ ---- ----- ------
INCOME BEFORE INTEREST
AND INCOME TAXES 1,505 1,100 82 (361) 2,326
------ ------ ---- ----- ------
NET INTEREST CHARGES:
Interest expense 493 479 166 (3h) (226) 912
Trust preferred securities -- 14 14
Subsidiary-obligated mandatorily
redeemable preferred securities -- 11 11
Capitalized interest (27) (3) -- (30)
Subsidiaries' preferred stock
dividends 63 7 -- 70
------ ------ ---- ----- ------
Net interest charges 529 508 166 (226) 977
------ ------ ---- ----- ------
INCOME TAXES 377 225 (47) (3i) (28) 527
------ ------ ---- ----- ------
NET INCOME $ 599 $ 367 $(37) $(107) $ 822
====== ====== ==== ===== ======
Average common shares outstanding:
Basic 222 121 (46) (3j) 297
====== ====== ==== ======
Diluted 222 121 (46) (3j) 297
====== ====== ==== ======
Earnings per share of common stock:
Basic $ 2.69 $ 3.03 $ 2.77
====== ====== ======
Diluted $ 2.69 $ 3.02 $ 2.77
====== ====== ======
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.
6
Notes to Unaudited Pro Forma Combined Condensed
Financial Statements
Note 1 - Reclassifications
Certain reclassifications have been made to the FirstEnergy and
GPU historical financial statements to conform to the presentation
expected to be used by the merged companies.
Note 2 - Exchange Ratio
The unaudited pro forma combined condensed financial statements
assume that 50% of the outstanding GPU common shares were exchanged for
cash consideration of $36.50 per share and 50% of the outstanding GPU
common shares were each exchanged for 1.2318 shares of FirstEnergy common
stock. With a November 7, 2001 merger effective date, the 20-day trading
period used to determine the exchange ratio in accordance with the merger
agreement ended on October 29, 2001 and resulted in an average closing
price for FirstEnergy's common stock of $35.67, which is higher than the
average closing price range of $24.2438 to $29.6313 stated in the merger
agreement, and therefore, in accordance with the merger agreement, fixed
the exchange ratio at 1.2318.
(millions)
----------
Cash payment to GPU shareholders $2,183
Stock payment to GPU shareholders 2,594
------
Purchase of 119.6 million GPU common shares $4,777
======
Note 3 - Pro Forma Adjustments
(a) As required by Statement of Financial Accounting Standards
(SFAS) No. 141, "Business Combinations," pro forma adjustments have been
recognized by FirstEnergy to adjust GPU's assets and liabilities to fair
value. Such adjustments have been based upon the current estimated fair
market values of these assets and liabilities which were considered in
the preliminary purchase price allocation.
(b) A pro forma adjustment has been made to recognize goodwill
in connection with the merger. The goodwill represents the excess of the
purchase price over GPU's net assets after taking into account the other
adjustments described herein. The pro forma adjustment to record the
goodwill resulting from the merger is disclosed below:
(millions)
----------
Purchase of 119.6 million GPU common shares $ 4,777
Conversion of GPU stock options 4
Estimated direct costs incurred in consummating the merger 50
Elimination of GPU shareholders' equity on June 30, 2001 (3,449)
Addition of GPU goodwill to purchase price 1,744
Pre-merger impact on regulatory assets (Note 3f) 160
Fair value adjustments to GPU's assets and liabilities, net 847
Less amount identified as intangible assets (10)
--------
Total adjusted goodwill $ 4,123
========
(c) A pro forma adjustment has been made to recognize
estimated severance costs.
7
(d) A pro forma adjustment has been made to recognize GPU's
net unamortized transition assets and obligations related to certain
retirement benefits and the impact of this adjustment on the net periodic
benefit cost.
(e) Pro forma equity adjustments have been made to recognize
the elimination of GPU's retained earnings and accumulated other
comprehensive loss as of the completion of the merger and to reflect
payment of stock consideration in the merger as discussed in Note 2.
(millions)
----------
Elimination of GPU shareholders' equity $(3,449)
Issuance of stock to purchase GPU common shares 2,594
-------
$ (855)
=======
(f) In September 2001, the New Jersey Board of Public
Utilities approved the merger between GPU and FirstEnergy subject to the
terms and conditions set forth in a Stipulation of Settlement. In
accordance with this Stipulation of Settlement, Jersey Central wrote off
$300 million of its deferred cost upon receipt of final regulatory
approval of the merger. Also, in accordance with the Stipulation of
Settlement, FirstEnergy agreed to implement a low-income customer
assistance program, as well as to provide for technology grants to
schools and libraries up to $6.5 million. In June 2001, the Pennsylvania
Public Utility Commission approved a separate Settlement Stipulation with
Metropolitan Edison and Pennsylvania Electric. As a result of this
Settlement Stipulation, in the second quarter of 2001 Metropolitan Edison
and Pennsylvania Electric recorded a combined $29 million reserve against
certain deferred energy costs incurred during the first five months of
2001, pending consummation of the merger. This reserve will be reversed
immediately before consummation of the merger. As a result, the unaudited
pro forma combined condensed balance sheet as of June 30, 2001 has been
adjusted to reflect the net write-off of $271 million of deferred costs.
(g) Pro forma adjustments have been made to eliminate GPU's
amortization of goodwill in connection with the implementation of SFAS
No. 142, "Goodwill and Other Intangible Assets," and to reduce
depreciation expense resulting from the assumed revaluation of GPU's
assets described in (a) above.
For the year
For the six months ended
ended June 30, December 31,
-------------------- ------------
2001 2000 2000
-------- -------- --------
(millions)
Reversal of amortization of
GPU purchased goodwill $ (25) $ (25) $ (51)
Reduction in depreciation
expense from assumed
revaluation of GPU's assets $ (6) $ (6) $ (13)
(h) A pro forma adjustment reflects the issuance of $2.183
billion of long-term debt bearing interest at an assumed average
effective rate of 7.15%, inclusive of costs of issuance and hedge
payments, to fund the cash consideration to be paid to GPU shareholders.
The pro forma annual interest expense is $156 million. Also, pro forma
adjustment reflects the issuance of $1.514 billion of long-term debt,
bearing the same assumed average effective rate of 7.15% previously noted
to replace outstanding short-term debt. Average interest rates on such
short-term debt were approximately 6.5% in 2000 and
8
5.25% in 2001. A 1/8 of 1% variation in the interest rate on the total
$3.7 billion in long-term debt issued would result in a $4.6 million
change to the annual interest expense.
For the year
For the six months ended
ended June 30, December 31,
------------------ ------------
2001 2000 2000
-------- -------- --------
(millions)
Interest expense on
acquisition debt of
$2.183 billion $ 78 $ 78 $156
Reversal of interest expense
on short-term debt of
$1.514 billion (42) (49) (98)
Interest expense on long-term
debt of $1.514 billion
(replacement) 54 54 108
---- ---- ----
$ 90 $ 83 $166
==== ==== ====
(i) Pro forma adjustments have been made for the estimated
income tax impacts of the adjustments discussed in (a), (c), (d), (f),
(g) and (h) above assuming an income tax rate of 35%.
(j) A pro forma adjustment reflects the issuance of
FirstEnergy shares at an exchange ratio of 1.2318 as described in Note 2,
net of the elimination of average GPU common shares outstanding.
For the year
For the six months ended
Basic Common Shares Outstanding ended June 30, December 31,
------------------------------- ------------------ -------------
2001 2000 2000
-------- -------- --------
(millions)
Elimination of average GPU
common shares outstanding (119.5) (121.3) (121.2)
Purchase of 50% of GPU common
shares at an exchange ratio
of 1.2318 shares of First-
Energy common stock per
GPU common share 73.6 74.7 74.6
----- ----- -----
(45.9) (46.6) (46.6)
===== ===== =====
For the year
For the six months ended
Diluted Common Shares Outstanding ended June 30, December 31,
--------------------------------- ------------------ ------------
2001 2000 2000
-------- -------- --------
(millions)
Elimination of average GPU
common shares outstanding (119.7) (121.4) (121.3)
Purchase of 50% of GPU common
shares at an exchange ratio
of 1.2318 shares of
FirstEnergy common stock
per GPU common share 73.7 74.7 74.7
------ ------ ------
(46.0) (46.7) (46.6)
====== ====== ======
9
Note 4 - GPU Pro Forma Adjustments Prior to FirstEnergy Merger
The unaudited pro forma condensed consolidated statements of
income for the six-month periods ended June 30, 2001 and June 30, 2000,
and for the year ended December 31, 2000, are being presented to
illustrate the effect that certain acquisition and divestiture activity
may have had on GPU's historical financial statements had these
transactions occurred on the assumed date of January 1, 2000. The pro
forma information is not necessarily indicative of the actual results
that would have been realized had these transactions occurred on the
assumed date of January 1, 2000, nor are they necessarily indicative of
future results. In addition, pro forma information is being presented to
eliminate certain costs that GPU incurred in connection with the merger
that otherwise would not have been incurred. The GPU pro forma
adjustments discussed below are based upon historical information and are
for illustrative purposes only.
(a) During the six-month period ended June 30, 2001, GPU sold
its interest in Humber Power Limited, an electric generating station in
the UK. GPU's unaudited pro forma condensed consolidated statement of
income for the six-month period ended June 30, 2001 reflects an
adjustment to eliminate the nonrecurring $12 million after-tax gain
realized on the sale. During the same period, GPU incurred $1 million in
merger-related costs. For pro forma purposes, these costs have been
eliminated from GPU's unaudited pro forma condensed consolidated
statement of income for the six-month period ended June 30, 2001.
Pro forma adjustments by business unit for the six-month period
ended June 30, 2001 are summarized as follows:
Millions of Dollars
----------------------------------------------------------
Net Interest
Revenues Expenses Charges Income Taxes Net Income
-------- -------- ------------ ------------ ----------
GPU Power UK $(18) $ -- -- $(6) $(12)
Merger-Related
Costs -- (1) -- -- 1
---- ----- ---- --- ----
Total Adjust-
ments $(18) $ (1) -- $(6) $(11)
==== ===== ==== === ====
(b) During 2000, GPU sold PowerNet Pty Ltd. (June), Jersey
Central's Oyster Creek Nuclear Generating Station (August) and GPU
International, Inc. (December). In addition, in April 2000, GPU acquired
MYR Group Inc. GPU's unaudited pro forma condensed consolidated
statements of income for the six-month period ended June 30, 2000 and the
year ended December 31, 2000 reflect adjustments to (1) eliminate
PowerNet's and GPU International's results of operations for the six- and
twelve-month periods (including related debt reductions and income tax
effects), (2) remove fuel and operation and maintenance expenses
associated with Oyster Creek which would not have been incurred in the
six- and twelve-month periods had the plant been sold on the assumed date
of January 1, 2000, offset by additional purchase power expenses and (3)
include the consolidated results of operations of MYR Group, recognizing
ownership of these assets for the full six- and twelve-month periods, as
well as interest expense and amortization of goodwill resulting from the
acquisition (including the related income tax effects).
GPU's unaudited pro forma condensed consolidated statements of
income for the six-month period ended June 30, 2000 and the year ended
December 31, 2000 also reflect an adjustment to eliminate the
nonrecurring $295 million after-tax loss incurred on the sale of
PowerNet. In addition, GPU's unaudited pro forma condensed consolidated
statement of income for the year ended December 31, 2000 reflects
adjustments to eliminate (1) an $18 million reduction in GPU's loss on
the sale of PowerNet due to a change in estimated tax benefits in the
fourth quarter of 2000, (2) the nonrecurring $89 million after-tax gain
realized on the sale of GPU International in December 2000, (3) the
nonrecurring gain of $17 million recognized in income in August 2000 for
the reversal of certain deferred taxes and realization of
10
an investment tax credit related to the sale of Oyster Creek and (4) $12
million of merger-related costs which were incurred during the year.
Pro forma adjustments by business unit for the six months ended
June 30, 2000 are summarized as follows:
Millions of Dollars
----------------------------------------------------------
Net Interest
Revenues Expenses Charges Income Taxes Net Income
-------- -------- ------------ ------------ ----------
PowerNet $(96) $(407) $(45) $72 $ 284
GPU Inter-
national (47) (47) -- (1) 1
MYR Group 196 192 5 -- (1)
---- ----- ---- --- -----
Total Adjust-
ments $ 53 $(262) $(40) $71 $ 284
==== ===== ==== === =====
Pro forma adjustments by business unit for the year ended
December 31, 2000 are summarized as follows:
Millions of Dollars
----------------------------------------------------------
Net Interest
Revenues Expenses Charges Income Taxes Net Income
-------- -------- ------------ ------------ ----------
PowerNet $(96) $(407) $(45) $ 90 $ 266
GPU Inter-
national (128) 60 (2) (63) (123)
Jersey Central -- -- -- 17 (17)
MYR Group 196 192 5 -- (1)
Merger-Related
Costs -- (12) -- 4 8
---- ----- ---- ---- -----
Total Adjust-
ments $(28) $(167) $(42) $ 48 $ 133
==== ===== ==== ==== =====
11
FIRSTENERGY CORP.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS (Cont'd)
Note 4 - Prior to Merger Pro Forma Adjustments for GPU, Inc. (Cont'd)
SIX MONTHS ENDED JUNE 30, 2001
(in millions, except per share amounts)
GPU
Prior to Merger Prior to
Pro Forma Merger
GPU Adjustments (4a) Pro Forma
------- ---------------- ---------
REVENUES:
Electric utilities $2,252 $ -- $2,252
Other 488 (18) 470
------ ---- ------
Total revenues 2,740 (18) 2,722
------ ---- ------
EXPENSES:
Fuel and purchased power 1,105 -- 1,105
Other operating expenses 740 (1) 739
Provision for depreci-
ation and amortization 269 -- 269
General taxes 114 -- 114
------ ---- ------
Total expenses 2,228 (1) 2,227
------ ---- ------
INCOME BEFORE INTEREST
AND INCOME TAXES 512 (17) 495
------ ---- ------
NET INTEREST CHARGES:
Interest expense 230 -- 230
Trust preferred securities 7 -- 7
Subsidiary-obligated
mandatorily redeemable
preferred securities 5 -- 5
Capitalized interest (1) -- (1)
Subsidiaries' preferred
stock dividends 3 -- 3
------ ---- ------
Net interest charges 244 -- 244
------ ---- ------
INCOME TAXES 112 (6) 106
------ ---- ------
NET INCOME $ 156 $(11) $ 145
====== ==== ======
Average common shares
outstanding:
Basic 120 120
====== ======
Diluted 120 120
====== ======
Earnings per share of
common stock:
Basic $ 1.30 $ 1.21
====== ======
Diluted $ 1.30 $ 1.21
====== ======
12
FIRSTENERGY CORP.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS (Cont'd)
Note 4 - Prior to Merger Pro Forma Adjustments for GPU, Inc. (Cont'd)
SIX MONTHS ENDED JUNE 30, 2000
(in millions, except per share amounts)
GPU
Prior to Merger Prior to
Pro Forma Merger
GPU Adjustments (4b) Pro Forma
------- ---------------- ---------
REVENUES:
Electric utilities $2,225 $(91) $2,134
Other 305 144 449
------ ---- ------
Total revenues 2,530 53 2,583
------ ---- ------
EXPENSES:
Fuel and purchased power 858 29 887
Other operating expenses 687 96 783
Loss on sale of investment 372 (372) --
Provision for depreciation
and amortization 264 (21) 243
General taxes 95 6 101
------ ----- ------
Total expenses 2,276 (262) 2,014
------ ----- ------
INCOME BEFORE INTEREST
AND INCOME TAXES 254 315 569
------ ----- ------
NET INTEREST CHARGES:
Interest expense 270 (40) 230
Trust preferred securities 7 -- 7
Subsidiary-obligated
mandatorily redeemable
preferred securities 6 -- 6
Capitalized interest (2) -- (2)
Subsidiaries' preferred
stock dividends 4 -- 4
------ ----- ------
Net interest charges 285 (40) 245
------ ----- ------
INCOME TAXES 49 71 120
------ ----- ------
NET INCOME (LOSS) $ (80) $284 $ 204
====== ===== ======
Average common shares
outstanding:
Basic 121 121
====== ======
Diluted 121 121
====== ======
Earnings per share of
common stock:
Basic $(0.66) $ 1.68
====== ======
Diluted $(0.66) $ 1.68
====== ======
13
FIRSTENERGY CORP.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS (Cont'd)
Note 4 - Prior to Merger Pro Forma Adjustments for GPU, Inc. (Cont'd)
YEAR ENDED DECEMBER 31, 2000
(in millions, except per share amounts)
GPU
Prior to Merger Prior to
Pro Forma Merger
GPU Adjustments (4b) Pro Forma
------- ---------------- ---------
REVENUES:
Electric utilities $4,514 $ (91) $4,423
Other 885 63 948
------ ----- ------
Total revenues 5,399 (28) 5,371
------ ----- ------
EXPENSES:
Fuel and purchased power 2,030 34 2,064
Other operating expenses 1,399 57 1,456
Loss on sale of business 240 (240) --
Provision for depreciation
and amortization 548 (25) 523
General taxes 221 7 228
------ ----- ------
Total expenses 4,438 (167) 4,271
------ ----- ------
INCOME BEFORE INTEREST AND
INCOME TAXES 961 139 1,100
------ ----- ------
NET INTEREST CHARGES:
Interest expense 521 (42) 479
Trust preferred securities 14 -- 14
Subsidiary-obligated
mandatorily redeemable
preferred securities 11 -- 11
Capitalized interest (3) -- (3)
Subsidiaries' preferred
stock dividends 7 -- 7
------ ----- ------
Net interest charges 550 (42) 508
------ ----- ------
INCOME TAXES 177 48 225
------ ----- ------
NET INCOME $ 234 $ 133 $ 367
====== ===== ======
Average common shares
outstanding:
Basic 121 121
====== ======
Diluted 121 121
====== ======
Earnings per share of
common stock:
Basic $ 1.92 $ 3.03
====== ======
Diluted $ 1.92 $ 3.02
====== ======
14
Note 5- Pro Forma Adjustments for Pending Divestitures
The pending divestitures pro forma adjustment column is being
presented to illustrate the effect that certain pending divestitures may
have had on the pro forma financial statements had these transactions
occurred as of the same dates assumed for the merger in the accompanying
pro forma financial statements. In addition, the pro forma adjustments
reflect a reduction in debt from application of the proceeds from the
divestitures, as well as the related reduction in interest costs. The pro
forma adjustments are not necessarily indicative of the actual results
that would have been realized had these transactions occurred on the
assumed dates, nor are they necessarily indicative of the actual results
that may be realized as of the date on which these transactions occur.
Descriptions of the pending divestitures are discussed below:
(a) On October 18, 2001, FirstEnergy and UtiliCorp United
announced that UtiliCorp made an offer to FirstEnergy to purchase, with a
financial partner, GPU's wholly-owned Avon Energy Partners Holdings
subsidiary, the holding company for Midlands Electricity plc, for a total
purchase price of $2.1 billion, including the assumption of approximately
$1.7 billion of debt. The offer is subject to FirstEnergy's acceptance
following completion of its merger with GPU, as well as the receipt by
all parties of the applicable regulatory approvals.
UtiliCorp and its financial partner expect to acquire all of
the outstanding shares of Avon Energy Partners Holdings. Assets to be
acquired include Midlands Electricity's 38,000-mile electric distribution
network, an investment in the 1,875-megawatt Teesside Power generating
plant in the United Kingdom, and investments in other energy businesses.
(b) GPU acquired GasNet Pty Ltd. from the State of Victoria in
June 1999 as part of the natural gas industry privatization process in
that state. As a result of the decision by FirstEnergy and GPU to sell
GasNet, GasNet Australia Trust was established to acquire new securities
in GasNet and an associated trust. The Trust filed a prospectus dated
October 19, 2001 with the Australian Securities and Investments
Commission for the public offer of 130,000,000 Units of the Trust at
AUS$2.00 per Unit. The Trust will use the expected net proceeds from the
offering of approximately AUS$260 million to acquire the new GasNet
securities and will assume the associated trust's debt (AUS$566.4 million
at June 30, 2001). The net proceeds will then be used by GasNet to
cancel and redeem all securities currently held by wholly-owned
subsidiaries of GPU in GasNet and the associated trust. The prospectus
expires on November 28, 2002.
GasNet is the regulated natural gas transmission provider in
Victoria, Australia. It owns and maintains a high-pressure pipeline
network, which transports almost all of the natural gas consumed in
Victoria. This gas is shipped to approximately 1.4 million residential
consumers and approximately 43,000 industrial and commercial users
throughout Victoria.
15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
November 7, 2001
FIRSTENERGY CORP.
-----------------
Registrant
/s/ Harvey L. Wagner
-----------------------------
Harvey L. Wagner
Vice President and Controller
16
Exhibit 23(c)