(As filed with the Securities and Exchange Commission on October 18, 2005)
File No. 70-10307
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM U-1/A
AMENDMENT NO. 3
TO
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
FirstEnergy Corp.
Ohio Edison Company
The Cleveland Electric Illuminating Company
The Toledo Edison Company
Pennsylvania Power Company
76 South Main Street
Akron, Ohio 44308
(Names of companies filing this statement and
address of principal executive offices)
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FIRSTENERGY CORP.
(Name of top registered holding company parent of applicants)
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Leila L. Vespoli Douglas E. Davidson, Esq.
Senior Vice President and Thelen Reid & Priest LLP
General Counsel 875 Third Avenue
FirstEnergy Corp. New York, New York 10022
76 South Main Street
Akron, Ohio 44308
(Names and addresses of agents for service)
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The Application/Declaration filed in this proceeding on May 23, 2005,
as previously amended and restated in its entirety by Amendments No. 1 and 2,
filed on June 7, 2005 and July 18, 2005, respectively, is hereby further amended
and restated in its entirety to read as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
------------------------------------
1.1 Introduction.
FirstEnergy Corp., an Ohio corporation ("FirstEnergy"), is a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act")./1/ FirstEnergy directly owns all of the outstanding common stock of
Ohio Edison Company ("Ohio Edison"), The Cleveland Electric Illuminating Company
("Cleveland Electric"), and The Toledo Edison Company ("Toledo Edison"), and
indirectly through Ohio Edison owns all of the outstanding common stock of
Pennsylvania Power Company ("Penn Power")./2/ Ohio Edison, Penn Power, Cleveland
Electric and Toledo Edison are referred to herein as the "Utility Subsidiaries."
FirstEnergy and the Utility Subsidiaries are referred to herein as the
"Applicants."
Ohio Edison was organized under the laws of the State of Ohio in 1930
and owns property and does business as an electric public utility in that state.
Ohio Edison also has ownership interests in certain generating facilities
located in the Commonwealth of Pennsylvania. Ohio Edison engages in the
generation, distribution and sale of electric energy to communities in a 7,500
square mile area of central and northeastern Ohio having a population of
approximately 2.8 million.
Ohio Edison owns all of Penn Power's outstanding common stock. Penn
Power was organized under the laws of the Commonwealth of Pennsylvania in 1930
and owns property and does business as an electric public utility in that state.
Penn Power is also authorized to do business and owns property in the State of
Ohio. Penn Power furnishes electric service to communities in a 1,500 square
mile area of western Pennsylvania having a population of approximately 300,000.
Cleveland Electric was organized under the laws of the State of Ohio in
1892 and does business as an electric public utility in that state. Cleveland
Electric engages in the generation, distribution and sale of electric energy in
an area of approximately 1,700 square miles in northeastern Ohio having a
population of approximately 1.9 million. It also has ownership interests in
certain generating facilities located in Pennsylvania.
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1 See FirstEnergy Corp., Holding Co. Act Release No. 27459 (Oct. 29, 2001),
as supplemented by Holding Co. Act Release No. 27463 (Nov. 8, 2001) (the
"Merger Order").
2 FirstEnergy's other public utility subsidiaries are Jersey Central Power &
Light Company, Pennsylvania Electric Company, Metropolitan Edison Company,
York Haven Power Company, The Waverly Electric Power & Light Company and
American Transmission Systems, Incorporated. These companies are not
applicants in this proceeding.
2
Toledo Edison was organized under the laws of the State of Ohio in 1901
and does business as an electric public utility in that state. Toledo Edison
engages in the generation, distribution and sale of electric energy in an area
of approximately 2,500 square miles in northwestern Ohio having a population of
approximately 800,000. It also has interests in certain generating facilities
located in Pennsylvania.
Filed herewith as Exhibit H is a table showing the components of
consolidated capitalization as of June 30, 2005, of FirstEnergy, Ohio Edison,
Penn Power, Cleveland Electric and Toledo Edison.
The Applicants are requesting authorization herein for certain
transactions that are related to the sale of their respective interests in
certain fossil-fuel and hydroelectric generating facilities owned by the Utility
Subsidiaries to FirstEnergy Generation Corp. ("FE GenCo"), which is a direct
wholly-owned subsidiary of FirstEnergy Solutions Corp. ("FE Solutions") and an
indirect subsidiary of FirstEnergy. FE GenCo is an "exempt wholesale generator"
("EWG") under Section 32 of the Act. These asset transfers are in furtherance of
FirstEnergy's Ohio and Pennsylvania corporate separation plans, which were
described in FirstEnergy's Application/Declaration for authorization to merge
with GPU, Inc. ("GPU").
1.2 Description of Generating Facilities to be Transferred by the
Utility Subsidiaries.
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The Utility Subsidiaries own, individually or together as tenants in
common, interests in the following fossil-fuel and hydroelectric generating
plants:/3/
----------------------- ------------------ ---------- --------------------------
PLANT LOCATION MW OWNERSHIP%
----------------------- ------------------ ---------- --------------------------
Ashtabula 5 Ashtabula, OH 244 Cleveland Electric 100%
----------------------- ------------------ ---------- --------------------------
Bay Shore 1-4 Toledo, OH 631 Toledo Edison 100%
Bay Shore Peaking 17
----------------------- ------------------ ---------- --------------------------
R.E. Burger 3-5 Shadyside, OH 406 Ohio Edison 100%
----------------------- ------------------ ---------- --------------------------
R.E. Burger Peaking Shadyside, OH 7 Ohio Edison 85.6%
Penn Power 14.4%
----------------------- ------------------ ---------- --------------------------
Eastlake 1-5 Eastlake, OH 1,233 Cleveland Electric 100%
Eastlake Peaking 29
----------------------- ------------------ ---------- --------------------------
Lakeshore 18 Cleveland, OH 245 Cleveland Electric 100%
Lakeshore Peaking 4
----------------------- ------------------ ---------- --------------------------
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3 The Utility Subsidiaries do not propose to transfer their remaining
percentage ownership interests in certain fossil-fuel units that are not
now being leased by FE GenCo, as described in Item 1.3 below.
3
Bruce Mansfield 1 Shippingport, PA 780 Ohio Edison 60%
Penn Power 33.5%
----------------------- ------------------ ---------- --------------------------
Bruce Mansfield 2 Shippingport, PA 780 Ohio Edison 43.06%
Penn Power 9.36%
Cleveland Electric 1.68%
----------------------- ------------------ ---------- --------------------------
Bruce Mansfield 3 Shippingport, PA 800 Ohio Edison 49.34%
Penn Power 6.28%
----------------------- ------------------ ---------- --------------------------
W.H. Sammis 1-6 Stratton, OH 1,620 Ohio Edison 100%
----------------------- ------------------ ---------- --------------------------
W.H. Sammis 7 Stratton, OH 600 Ohio Edison 48%
Penn Power 20.8%
Cleveland Electric 31.2%
----------------------- ------------------ ---------- --------------------------
W.H. Sammis Peaking Stratton, OH 13 Ohio Edison 85.6%
Penn Power 14.4%
----------------------- ------------------ ---------- --------------------------
Edgewater Peaking Lorain, OH 48 Ohio Edison 86%
Penn Power 14.0%
----------------------- ------------------ ---------- --------------------------
Richland Peaking 1-3 Defiance, OH 42 Toledo Edison 100%
----------------------- ------------------ ---------- --------------------------
Seneca Warren, PA 435 Cleveland Electric 100%
----------------------- ------------------ ---------- --------------------------
West Lorain Lorain, OH 120 Ohio Edison 100%
Peaking Unit 1
----------------------- ------------------ ---------- --------------------------
Mad River Peaking Springfield, OH 60 Ohio Edison 85.6%
Penn Power 14.4%
----------------------- ------------------ ---------- -------------------------
Stryker Peaking Springfield, OH 18 Toledo Edison 100%
----------------------- ------------------ ---------- ------------------------
1.3 Sale of Fossil and Hydroelectric Plants to FirstEnergy Generation Corp.
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Currently, the Utility Subsidiaries lease all of the fossil and
hydroelectric generating plants listed in the table above to FE GenCo, which, as
indicated, has previously been certified by the Federal Energy Regulatory
Commission ("FERC") as an EWG./4/ FE GenCo leases and operates these plants
pursuant to the terms of a Master Facility Lease ("Master Lease"), dated as of
January 1, 2001 (incorporated herein by reference as Exhibit B-1). The Master
Lease, which became effective on January 1, 2001, and has a term of twenty
years, was intended as the first step in the eventual transfer of ownership of
the leased plants to FE GenCo. The Master Lease is a net lease that, among other
things, obligates FE GenCo, as lessee, to pay for all capital improvements to
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4 FE GenCo was approved by the FERC as an EWG on April 6, 2001. FirstEnergy
Generation Corp., 95 FERC P. 62,018 (2001).
4
the leased plants. To date, FE GenCo has expended more than $900 million for
major capital improvements to the leased plants.
Pursuant to Section 12 of the Master Lease, FE GenCo has an option to
purchase the leased generating plants for the purchase price per unit listed in
Exhibits A through D to the Master Lease. Section 12 of the Master Lease further
provides that, upon exercise of the purchase option, FE GenCo may pay the
purchase price either in cash or by executing a promissory note, secured by a
lien on the transferred assets.
Each of the Utility Subsidiaries and FE GenCo has entered into a Fossil
Purchase and Sale Agreement ("Fossil PSA"), filed herewith as Exhibits B-2
through B-5. Under the Fossil PSAs, FE GenCo has agreed to purchase each Utility
Subsidiary's fossil units (and, in the case of Cleveland Electric, one
hydroelectric generating facility) plus all of the seller's right, title and
interest in and to any and all contracts, fuel, spare parts, inventories,
equipment, supplies and other assets associated with the transferred units for
an amount equal to the purchase price set forth in section 2.2 of each Fossil
PSA (the "Purchase Price"), as follows: Ohio Edison - $980 million; Penn Power -
$125 million; Cleveland Electric - $389 million;/5/ and Toledo Edison - $88
million, as adjusted through closing to reflect the value of any additional
assets or liabilities transferred by the selling Utility Subsidiary to FE GenCo.
In addition, under each Fossil PSA, FE GenCo has agreed to assume and discharge
all of the liabilities and obligations of the selling Utility Subsidiary that
are related to the purchased units (e.g., accumulated deferred income taxes and
asset retirement obligations).
As consideration for the purchased units, FE GenCo will deliver to the
selling Utility Subsidiary its secured promissory note ("FE GenCo Note") in the
form filed herewith as Exhibits B-10 through B-13. The principal amount of each
FE GenCo Note will be equal to the Purchase Price for the transferred units, as
adjusted through closing, will be secured by a lien on the purchased units, bear
interest at a rate per annum based on the average weighted cost of long-term
debt of the Utility Subsidiary to which the FE GenCo Note is issued, and mature
twenty years after the date of issuance. FE GenCo may prepay the FE GenCo Notes
at any time, in whole or in part, without penalty. Exhibit I hereto shows the
calculation of the average weighted cost of long-term debt of each of the
Utility Subsidiaries as of September 30, 2005.
If the transactions described above had closed on June 30, 2005, the
principal amount of the FE GenCo Notes issued to the Utility Subsidiaries would
have been as follows: Ohio Edison - $1,035 million; Penn Power - $125 million;
Cleveland Electric - $454 million; and Toledo Edison - $102.6 million. The exact
principal amount of each FE GenCo Note delivered at closing may vary slightly as
a result of further adjustments through closing. Under each Fossil PSA, FE GenCo
has also agreed that, upon request of the selling Utility Subsidiary, it will
assume the selling Utility Subsidiary's liabilities and obligations with respect
to certain outstanding pollution control revenue bonds ("PCRBs") that were
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5 The Purchase Price set forth in section 2.2 of the Fossil PSA for Cleveland
Electric ($408 million) failed to account for the retirement of one small
unit (Ashtabula C), which is not being transferred to FE GenCo, and was
based on an incorrect value for another unit (Mansfield Unit 2).
5
issued to finance pollution control equipment related to the purchased
plants./6/ If PCRB obligations are assumed by FE GenCo at or prior to closing,
then the principal amount thereof will reduce the principal amount of the
applicable FE GenCo Note delivered by FE GenCo at closing. If FE GenCo assumes
PCRB obligations after closing, the principal amount so assumed will represent a
payment of principal on the applicable FE GenCo Note delivered at closing.
The Utility Subsidiaries have obtained releases under their respective
first mortgage bond indentures for the fossil and hydroelectric units to be
transferred to FE GenCo.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
------------------------------
The fees, commissions and expenses incurred or to be incurred in
connection with the preparation and filing of this Application/Declaration are
not expected to exceed $40,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
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3.1 General.
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Sections 9(a), 10, and 12(b) of the Act and Rule 45 thereunder are
applicable to the proposed acquisition by the Utility Subsidiaries of the FE
GenCo Notes. The transfer of the fossil and hydroelectric plants to FE GenCo,
which is an EWG, is exempt under Section 32(c)(B) of the Act, since the Public
Utilities Commission of Ohio ("PUCO"), Pennsylvania Public Utility Commission
("PPUC"), New Jersey Board of Public Utilities ("NJBPU") and New York Public
Service Commission ("NYPSC") have each made the requisite findings under Section
32(c) of the Act. (See Exhibits D-6, D-8, D-10 and D-12.)
3.2 Rules 53 and 54.
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Under Rule 53(a), the Commission shall not make certain specified
findings under Sections 7 and 12 in connection with a proposal by a holding
company to issue securities for the purpose of acquiring the securities of or
other interest in an EWG, or to guarantee the securities of an EWG, if each of
the conditions in paragraphs (a)(1) through (a)(4) thereof are met, provided
that none of the conditions specified in paragraphs (b)(1) through (b)(3) of
Rule 53 exists. Rule 54 provides that the Commission shall not consider the
effect of the capitalization or earnings of subsidiaries of a registered holding
company that are EWGs or "foreign utility companies" ("FUCOs") in determining
whether to approve other transactions if Rule 53(a), (b) and (c) are satisfied.
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6 Currently, the Utility Subsidiaries have outstanding obligations in respect
of PCRBs in approximately the following principal amounts: Ohio Edison -
$471 million; Penn Power - $63 million; Cleveland Electric - $362 million;
and Toledo Edison - $69 million.
6
FirstEnergy currently meets all of the conditions of Rule 53(a), except
for clause (1). Under the Merger Order and the 2003 Financing Order, the
Commission, among other things, authorized FirstEnergy to invest in EWGs and
FUCOs so long as FirstEnergy's "aggregate investment," as defined in Rule
53(a)(1), in EWGs and FUCOs does not exceed $5 billion, which $5 billion amount
is greater than the amount which would be permitted by clause (1) of Rule 53(a)
which, based on FirstEnergy's "consolidated retained earning," also as defined
in Rule 53(a)(1), of $1.9 billion as of June 30, 2005, would be $950 million.
The Merger Order and the 2003 Financing Order also specify that this $5 billion
amount may include amounts invested in EWGs and FUCOs by FirstEnergy and GPU,
Inc. ("GPU") at the time of the Merger Order ("Current Investments") and amounts
relating to possible transfers to EWGs of certain generating facilities owned by
certain of FirstEnergy's operating utilities ("GenCo Investments"). FirstEnergy
has made the commitment that through December 31, 2005, its aggregate investment
in EWGs and FUCOs other than the Current Investments and GenCo Investments
("Other Investments") will not exceed $1.5 billion (the "Modified Rule 53
Test"). Under the Merger Order and 2003 Financing Order, the Commission reserved
jurisdiction over Other Investments that exceed such $1.5 billion amount.
As of June 30, 2005, FirstEnergy's aggregate investment in EWGs and
FUCOs was approximately $1 billion,/7/ an amount significantly below the $5
billion amount authorized in the Merger Order. On a pro forma basis, taking into
account the sale of the fossil-fuel and hydroelectric units to FE GenCo,
FirstEnergy's "aggregate investment" in EWGs and FUCOs as of June 30, 2005 would
be approximately $2.6 billion, which is still below the $5 billion threshold
authorized under the Merger Order and 2003 Financing Order. Additionally, as of
June 30, 2005, FirstEnergy's consolidated retained earnings were $1.9 billion.
By way of comparison, FirstEnergy's consolidated retained earnings as of
December 31, 2001 were $1.52 billion.
In any event, even taking into account the capitalization of and
earnings from EWGs and FUCOs in which FirstEnergy currently has an interest,
there would be no basis for the Commission to withhold approval of the
transactions proposed herein. With respect to capitalization, since the date of
the Merger Order, there has been no material adverse impact on FirstEnergy's
consolidated capitalization resulting from FirstEnergy's investments in EWGs and
FUCOs. As of June 30, 2005, FirstEnergy's consolidated capitalization consisted
of 43.3% common equity, 1.1% cumulative preferred stock, 52.8% long-term debt
and 2.8% notes payable. As of December 31, 2001, those ratios were as follows:
30.3% common equity, 3.1% cumulative preferred stock, 2.2% subsidiary-obligated
mandatorily redeemable preferred securities, 60.9% long term debt and 3.5% notes
payable. Additionally, the proposed transactions will not have any impact on
FirstEnergy's consolidated capitalization. Further, since the date of the Merger
----------
7 This $1 billion amount represents Current Investments only. As of June 30,
2005, FirstEnergy had no GenCo Investments.
7
Order, FirstEnergy's investments in EWGs and FUCOs have contributed positively
to its level of earnings, other than for the negative impact on earnings due to
FirstEnergy's writedowns of its investments in Avon Energy Partners Holdings
("Avon") and GPU Empresa Distribuidora Electrica Regional S.A. ("Emdersa").(8)
The domestic public utility subsidiaries of FirstEnergy are financially
sound companies as indicated by their investment grade ratings from the
nationally recognized rating agencies for their senior secured debt. The
following chart includes a breakdown of the senior secured credit ratings for
those utility subsidiaries that currently have ratings for senior secured debt:
-------------------------- ---------------------- ------------- ------------
Subsidiary Standard & Poors/9/ Moody's/10/ Fitch/11/
-------------------------- ---------------------- ------------- ------------
Cleveland Electric BBB Baa2 BBB-
Toledo Edison BBB Baa2 BBB-
Penn Power BBB+ Baa1 BBB+
Jersey Central Power BBB+ Baa1 BBB+
Metropolitan Edison Co. BBB+ Baa1 BBB+
-------------------------- ---------------------- ------------- ------------
Ohio Edison and Pennsylvania Electric Company no longer have ratings
for the senior secured debt category. However, Ohio Edison's senior unsecured
debt is rated BBB- by S&P, Baa2 by Moodys and BBB by Fitch; and Pennsylvania
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8 At the time of the Merger Order, FirstEnergy identified certain former GPU
EWG and FUCO investments for divestiture within one year. Among those
identified were Avon, a holding company for Midlands Electricity plc, an
electric distribution business in the United Kingdom and Emdersa and
affiliates, an electric distribution business in Argentina. In May 2002,
FirstEnergy sold 79.9% of its interest in Avon, and in the fourth quarter
of 2002, recorded a $50 million charge ($32.5 million net of tax) to reduce
the carrying value of its remaining 20.1% interest. The remaining 20.1%
interest in Avon was sold on January 16, 2004. Through 2002, FirstEnergy
was unsuccessful in divesting GPU's former Argentina operations and made
the decision to abandon its interest in Emdersa in early 2003. On April 18,
2003, FirstEnergy divested its ownership in Emdersa through the abandonment
of its shares in Emdersa's parent company. FirstEnergy included in
discontinued operations Emdersa's net income of $7 million and a $67
million charge for the abandonment in the second quarter of 2003. An
after-tax loss of $87 million (including $109 million in currency
transaction losses arising principally from U.S. dollar denominated debt)
was included in discontinued operations in 2002. In December 2003, Emdersa
Guaracachi S. A. ("EGSA"), GPU Power's Bolivia subsidiary, was sold to
Bolivia Integrated Energy Limited. FirstEnergy included in discontinued
operations a $33 million loss on the sale of EGSA in the fourth quarter of
2003 and an operating loss for the year of $2 million. On January 30, 2004,
FirstEnergy sold its 28.67% interest in Termobarranquilla S. A., Empresa de
Servicios Publicos ("TEBSA") for $12 million. An impairment loss of $26
million related to TEBSA was recorded in December 2003 in Other Operating
Expenses on the consolidated statement of income and no gain or loss was
recognized upon the sale in 2004.
9 Standard & Poor's Rating Services
10 Moody's Investors Service, Inc.
11 Fitch, Inc.
8
Electric Company's senior unsecured debt is rated BBB by S&P, Baa2 by Moodys and
BBB by Fitch.
FirstEnergy satisfies all of the other conditions of paragraphs (a) and
(b) of Rule 53. With respect to Rule 53(a)(2), FirstEnergy maintains books and
records in conformity with, and otherwise adheres to, the requirements thereof.
With respect to Rule 53(a)(3), no more than 2% of the employees of FirstEnergy's
domestic public utility companies render services, at any one time, directly or
indirectly, to EWGs or FUCOs in which FirstEnergy directly or indirectly holds
an interest. With respect to Rule 53(a)(4), FirstEnergy will continue to provide
a copy of each application and certificate relating to EWGs and FUCOs and
relevant portions of its Form U5S to each regulator referred to therein, and
will otherwise comply with the requirements thereof concerning the furnishing of
information. With respect to Rule 53(b), none of the circumstances enumerated in
subparagraphs (1), (2) and (3) thereunder have occurred.
ITEM 4. REGULATORY APPROVALS
--------------------
As indicated in Item 3 above, the Utility Subsidiaries have obtained
the requisite findings under Section 32(c) of the Act from the PUCO, PPUC, NJBPU
and NYPSC in order or for the transferred fossil-fuel and hydroelectric plants
to be considered "eligible facilities." (See Exhibits D-6, D-8, D-10 and D-12.)
Thus, the approval of the Commission for the transfer of these plants is not
required. Penn Power has obtained the approval of the PPUC for the proposed
transactions under Pennsylvania's affiliated interest statute. (See Exhibit
D-2.) Also, prior to the merger of FirstEnergy and GPU, the Utility Subsidiaries
obtained the authorization of the FERC for the transfer the fossil and
hydroelectric plants to FE GenCo./12/ No other state or federal commission or
agency, other than this Commission, has jurisdiction over the transactions for
which authorization is sought in this Application/Declaration.
ITEM 5. PROCEDURE
---------
The Commission has issued a notice of filing of this
Application/Declaration, and no hearing has been requested. It is requested that
the Commission issue an order approving the transactions proposed herein as soon
as the Commission's rules allow. The Applicants further request that there be no
30-day waiting period between the issuance of the Commission's order and the
date on which it is to become effective. The Applicants submit that a
recommended decision by a hearing or other responsible officer of the Commission
is not needed with respect to the proposed transactions and that the Division of
Investment Management may assist with the preparation of the Commission's
decision and/or order in this matter unless the Division of Investment
Management opposes the matters covered hereby.
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12 See FirstEnergy Corp., et al., 94 FERC P. 61,179 (2001). Under the FERC
order, the exercise of the purchase option under the Master Lease must
occur prior to January 1, 2006.
9
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
---------------------------------
(a) Exhibits.
A None.
B-1 Master Facility Lease, dated as of January 1, 2001, between Ohio
Edison Company, Pennsylvania Power Company, The Cleveland
Electric Illuminating Company, and The Toledo Edison Company, as
lessors, and FirstEnergy Generation Corp., as lessee
(incorporated by reference to Exhibit 10-147 to the Annual
Report on Form 10-K of Ohio Edison Company for the year ended
December 31, 2004, File No. 1-2578).
B-1(a) Amendment No. 1 to Master Facility Lease (filed herewith).
B-2 Fossil Purchase and Sale Agreement by and between Ohio Edison
Company, as Seller, and FirstEnergy Generation Corp., as
Purchaser (previously filed).
B-3 Fossil Purchase and Sale Agreement by and between Pennsylvania
Power Company, as Seller, and FirstEnergy Generation Corp., as
Purchaser (previously filed).
B-4 Fossil Purchase and Sale Agreement by and between The Cleveland
Electric Illuminating Company, as Seller, and FirstEnergy
Generation Corp., as Purchaser (previously filed).
B-5 Fossil Purchase and Sale Agreement by and between The Toledo
Edison Company, as Seller, and FirstEnergy Generation Corp., as
Purchaser (previously filed).
B-6 Previously filed exhibit withdrawn.
B-7 Previously filed exhibit withdrawn.
B-8 Previously filed exhibit withdrawn.
B-9 Previously filed exhibit withdrawn.
B-10 Form of Ohio Edison Fossil Note (revised exhibit filed
herewith).
B-11 Form of Penn Power Fossil Note (revised exhibit filed herewith).
B-12 Form of Cleveland Electric Fossil Note (revised exhibit filed
herewith).
B-13 Form of Toledo Edison Fossil Note (revised exhibit filed
herewith).
B-14 Previously filed exhibit withdrawn.
10
C Not applicable.
D-1 Application of Penn Power to Pennsylvania Public Utility
Commission for Approval of Affiliated Interest Agreements
(Fossil) (previously filed).
D-2 Order of the Pennsylvania Public Utility Commission Approving
Affiliated Interest Agreements (Fossil) (included in Exhibit D-8
below).
D-3 Previously filed exhibit withdrawn.
D-4 Exhibit deleted.
D-5 Application under Section 32(c) of the Act to the Public
Utilities Commission of Ohio - Fossil Plants (previously filed).
D-6 Order under Section 32(c) of the Act of the Public Utilities
Commission of Ohio - Fossil Plants (filed herewith).
D-7 Application under Section 32(c) of the Act to the Pennsylvania
Public Utility Commission - Fossil Plants (previously filed).
D-8 Order under Section 32(c) of the Act of the Pennsylvania Public
Utility Commission - Fossil Plants (filed herewith).
D-9 Application under Section 32(c) of the Act to the New York
Public Service Commission - Fossil Plants (previously filed).
D-10 Order under Section 32(c) of the Act of the New York Public
Service Commission - Fossil Plants (filed herewith).
D-11 Application under Section 32(c) of the Act to the New Jersey
Board of Public Utilities Commission - Fossil Plants (previously
filed).
D-12 Order under Section 32(c) of the Act of the New Jersey Board of
Public Utilities Commission - Fossil Plants (filed herewith).
D-13 Previously filed exhibit withdrawn.
D-14 Exhibit deleted.
D-15 Previously filed exhibit withdrawn.
D-16 Exhibit deleted.
D-17 Previously filed exhibit withdrawn.
D-18 Exhibit deleted.
D-19 Previously filed exhibit withdrawn.
11
D-20 Exhibit deleted.
E Not applicable.
F-1 Opinion of Thelen Reid & Priest, LLP (filed herewith).
F-2 Opinion of Gary Benz, Esq. (filed herewith).
G Form of Federal Register Notice (previously filed).
H Consolidated Capitalization Ratios of FirstEnergy, Ohio Edison,
Penn Power, Cleveland Electric and Toledo Edison as of June 30,
2005, actual and pro forma (revised exhibit filed herewith).
I Average Weighted Cost of Long-term Debt of Utility Subsidiaries
as of September 30, 2005 (revised exhibit filed herewith).
(B) FINANCIAL STATEMENTS.
FS-1 FirstEnergy Corp. Consolidated Balance Sheets as of December 31,
2004, and Consolidated Statements of Income, Statement of
Retained Earnings, and Consolidated Statements of Cash Flows for
the year ended December 31, 2004. (Incorporated by reference to
FirstEnergy Form 10-K for the period ended December 31, 2004)
(File No. 333-21011).
FS-2 Ohio Edison Company Consolidated Balance Sheet as of December
31, 2004, and Consolidated Statements of Income, Statement of
Retained Earnings and Consolidated Condensed Statements of Cash
Flows for the year ended December 31, 2004. (Incorporated by
reference to Ohio Edison Company Form 10-K for the period ended
December 31, 2004) (File No. 1-2578).
FS-3 The Cleveland Electric Illuminating Company Consolidated Balance
Sheet as of December 31, 2004, and Consolidated Statements of
Income, Statement of Retained Earnings and Consolidated
Condensed Statements of Cash Flows for the year ended December
31, 2004. (Incorporated by reference to The Cleveland Electric
Illuminating Company Form 10-K for the period ended December 31,
2004) (File No. 1-2323).
FS-4 The Toledo Edison Company Consolidated Balance Sheet as of
December 31, 2004, and Consolidated Statements of Income,
Statement of Retained Earnings and Consolidated Condensed
Statements of Cash Flows for the year ended December 31, 2004.
(Incorporated by reference to The Toledo Edison Company Form
10-K for the period ended December 31, 2004) (File No. 1-3583).
FS-5 Pennsylvania Power Company Consolidated Balance Sheet as of
December 31, 2004, and Consolidated Statements of Income,
Statement of Retained Earnings, and Consolidated Condensed
Statements of Cash Flows for the year ended December 31, 2004.
(Incorporated by reference to Pennsylvania Power Company Form
10-K for the period ended December 31, 2004) (File No. 1-3491).
12
FS-6 FirstEnergy Corp. Consolidated Balance Sheets as of June 30,
2005, and Consolidated Statements of Income, Statement of
Retained Earnings, and Consolidated Statements of Cash Flows for
the six months ended June 30, 2005. (Incorporated by reference
to FirstEnergy Form 10-Q for the period ended June 30, 2005)
(File No. 333-21011).
FS-7 Ohio Edison Company Consolidated Balance Sheet as of June 30,
2005, and Consolidated Statements of Income, Statement of
Retained Earnings and Consolidated Condensed Statements of Cash
Flows for the six months ended June 30, 2005. (Incorporated by
reference to Ohio Edison Company Form 10-Q for the period ended
June 30, 2005) (File No. 1-2578).
FS-8 The Cleveland Electric Illuminating Company Consolidated Balance
Sheet as of June 30, 2005, and Consolidated Statements of
Income, Statement of Retained Earnings and Consolidated
Condensed Statements of Cash Flows for the six months ended June
30, 2005. (Incorporated by reference to The Cleveland Electric
Illuminating Company Form 10-Q for the period ended June 30,
2005) (File No. 1-2323).
FS-9 The Toledo Edison Company Consolidated Balance Sheet as of June
30, 2005, and Consolidated Statements of Income, Statement of
Retained Earnings and Consolidated Condensed Statements of Cash
Flows for the six months ended June 30, 2005. (Incorporated by
reference to The Toledo Edison Company Form 10-Q for the period
ended June 30, 2005) (File No. 1-3583).
FS-10 Pennsylvania Power Company Consolidated Balance Sheet as of June
30, 2005, and Consolidated Statements of Income, Statement of
Retained Earnings, and Consolidated Condensed Statements of Cash
Flows for the six months ended June 30, 2005. (Incorporated by
reference to Pennsylvania Power Company Form 10-Q for the period
ended June 30, 2005) (File No. 1-3491).
FS-11 Pro forma Balance Sheet of Ohio Edison Company, together with
journal entries (updated exhibit filed herewith).
FS-12 Pro forma Balance Sheet of Pennsylvania Power Company, together
with journal entries (updated exhibit filed herewith).
FS-13 Pro forma Balance Sheet of Cleveland Electric Illuminating
Company, together with journal entries (updated exhibit filed
herewith).
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FS-14 Pro forma Balance Sheet of Toledo Edison Company, together with
journal entries (updated exhibit filed herewith).
FS-15 Pro forma Balance Sheet of FirstEnergy Corp. (stand-alone),
together with journal entries (updated exhibit filed herewith).
There have been no material changes, not in the ordinary course of
business, to the aforementioned balance sheets from June 30, 2005, to the date
of this Application/Declaration.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
---------------------------------------
The proposed transactions do not involve "major federal actions
significantly affecting the quality of the human environment" as set forth in
Section 102(2)(C) of the National Environmental Policy Act, 42 U.S.C. Sec. 4321
et seq. Consummation of the proposed transactions will not result in changes in
the operations of the Applicants that would have any impact on the environment.
No federal agency is preparing an environmental impact statement with respect to
this matter.
SIGNATURES
Pursuant to the requirements of the 1935 Act, the undersigned companies
have duly caused this amended and restated Application/Declaration to be signed
on their behalves by the undersigned thereunto duly authorized.
FirstEnergy Corp.
Ohio Edison Company
The Cleveland Electric Illuminating Company
The Toledo Edison Company
Pennsylvania Power Company
By:/s/ Harvey L. Wagner
---------------------
Name: Harvey L. Wagner
Title: Vice President, Controller and
Chief Accounting Officer
Date: October 18, 2005
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