Form 8-K RCP Stipulation

0001031296-05-000300.txt : 20051104 0001031296-05-000300.hdr.sgml : 20051104 20051104123416 ACCESSION NUMBER: 0001031296-05-000300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051104 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLEDO EDISON CO CENTRAL INDEX KEY: 0000352049 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 344375005 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03583 FILM NUMBER: 051179267 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 43308 BUSINESS PHONE: 2166229800 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEVELAND ELECTRIC ILLUMINATING CO CENTRAL INDEX KEY: 0000020947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 340150020 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02323 FILM NUMBER: 051179268 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 2166229800 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTENERGY CORP CENTRAL INDEX KEY: 0001031296 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 341843785 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-21011 FILM NUMBER: 051179269 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 3303845100 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO EDISON CO CENTRAL INDEX KEY: 0000073960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 340437786 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02578 FILM NUMBER: 051179270 BUSINESS ADDRESS: STREET 1: 76 S MAIN ST CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 2163845100 8-K 1 main8-k.htm FORM 8-K RCP STIPULATION Form 8-K RCP Stipulation

UNITED STATES

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 4, 2005

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, OH 44308
	Telephone (800)736-3402

1-2578	OHIO EDISON COMPANY	34-0437786
	(An Ohio Corporation)
	c/o FirstEnergy Corp.
	76 South Main Street
	Akron, OH 44308
	Telephone (800)736-3402

1-2323	THE CLEVELAND ELECTRIC ILLUMINATING COMPANY	34-0150020
	(An Ohio Corporation)
	c/o FirstEnergy Corp.
	76 South Main Street
	Akron, OH 44308
	Telephone (800)736-3402

1-3583	THE TOLEDO EDISON COMPANY	34-4375005
	(An Ohio Corporation)
	c/o FirstEnergy Corp.
	76 South Main Street
	Akron, OH 44308
	Telephone (800)736-3402

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On November 4, 2005, FirstEnergy Corp. announced that its Ohio electric utility operating companies entered into a Supplemental Stipulation (Stipulation) to the Rate Certainty Plan (RCP) with various parties including the Office of Consumers' Counsel. In addition, FirstEnergy announced an agreement (Agreement) with the Northeast Ohio Public Energy Council regarding the RCP. FirstEnergy issued a Press Release and Letter to the Investment Community that provides information related to the Stipulation and Agreement. The Press Release and Letter to the Investment Community are furnished, not filed, as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release issued by FirstEnergy Corp., dated November 4, 2005
99.2	Letter to the Investment Community, dated November 4, 2005

Forward-Looking Statements: This Form 8-K includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms "anticipate", "potential", "expect", "believe", "estimate" and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices, replacement power costs being higher than anticipated or inadequately hedged, the continued ability of our regulated utilities to collect transition and other charges, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), the uncertainty of the timing and amounts of the capital expenditures (including that such amounts could be higher than anticipated) or levels of emission reductions related to the settlement agreement resolving the New Source Review litigation, adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits, fines or other enforcement actions and remedies) of government investigations and oversight, including by the Securities and Exchange Commission, the United States Attorney’s Office and the Nuclear Regulatory Commission as disclosed in the registrants’ Securities and Exchange Commission filings, generally, and with respect to the Davis-Besse Nuclear Power Station outage and heightened scrutiny at the Perry Nuclear Power Plant in particular, the availability and cost of capital, rising interest rates and other inflationary trends, the continuing availability and operation of generating units, the ability of generating units to continue to operate at, or near full capacity, the inability to accomplish or realize anticipated benefits of strategic goals (including the proposed transfer of nuclear generation assets), the ability to improve electric commodity margins and to experience growth in the distribution business, any decision of the Pennsylvania Public Utility Commission regarding the plan filed by Pennsylvania Power Company on October 11, 2005 to secure electricity supply for its customers at a set rate, the ability to access the public securities and other capital markets, the outcome, cost and other effects of present and potential legal and administrative proceedings and claims related to the August 14, 2003 regional power outage, the final outcome in the proceeding related to FirstEnergy's Application for a Rate Stabilization Plan (RSP) in Ohio, specifically, the Public Utilities Commission of Ohio's acceptance of the September 9, 2005 proposed supplement to the RSP, the risks and other factors discussed from time to time in the registrants' Securities and Exchange Commission filings, including their annual report on Form 10-K for the year ended December 31, 2004, and other similar factors. The registrants expressly disclaim any current intention to update any forward-looking statements contained in this document as a result of new information, future events, or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

November 4, 2005

	FIRSTENERGY CORP.
	Registrant

	OHIO EDISON COMPANY
	Registrant

	THE CLEVELAND ELECTRIC
	ILLUMINATING COMPANY
	Registrant

	THE TOLEDO EDISON COMPANY
	Registrant


			/s/ Harvey L. Wagner
			Harvey L. Wagner Vice President, Controller and Chief Accounting Officer

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 CONSUMERS' COUNSEL AND OTHER PARTIES SIGN SETTLEMENT AGREEMENT IN FIRSTENERGY RATE CERTAINTY PLAN Exhibit 99.1 Consumers' Counsel and Other Parties Sign Settlement Agreement in FirstEnergy Rate Certainty Plan

	EXHIBIT 99.1

FirstEnergy Corp.	For Release: November 4, 2005
76 South Main Street
Akron, Ohio 44308
www.firstenergycorp.com

News Media Contact:	Investor Contact:
Ellen S. Raines	Kurt Turosky
(330) 384-5808	(330) 384-5500

CONSUMERS’ COUNSEL AND OTHER PARTIES

SIGN SETTLEMENT AGREEMENT IN FIRSTENERGY

RATE CERTAINTY PLAN

Akron, OH - A Supplemental Stipulation was signed today by most of the remaining major parties to the Rate Certainty Plan (RCP) filed by FirstEnergy’s (NYSE: FE) Ohio utility companies in September. The parties signing the settlement or agreeing not to oppose the plan include the Office of Consumers’ Counsel (OCC); Northeast Ohio Public Energy Council (NOPEC); Ohio Partners for Affordable Energy; communities that are part of the Northwest Ohio Aggregation Coalition, including the City of Toledo; and Cleveland Housing Network and various other Cleveland-area consumer groups. The RCP previously received support from the cities of Cleveland, Akron and Parma, along with the Industrial Energy Users - Ohio and the Ohio Energy Group.

Under terms of the settlement, which will be filed with the Public Utilities Commission of Ohio (PUCO), FirstEnergy’s Ohio utility companies are expected to spend at least $28 million from 2006 through 2008 on demand-side management programs for customers of Ohio Edison, The Illuminating Company and Toledo Edison. Of that amount, $25 million would be deferred for future recovery. The programs would provide ENERGY STAR® upgrades for existing homes and incentives for customers to reduce air-conditioning use during peak usage periods. They would be developed and reviewed by the OCC and FirstEnergy to ensure that they provide benefits to customers in excess of their costs.

(more)

If approved by the PUCO, the RCP would ensure that customers pay essentially the same price for electricity through 2008 that they have paid since the 1990s. Ohio Edison base rates are about the same as 1990 levels, and base rates for The Illuminating Company and Toledo Edison are about the same as they were in 1996.

Supplemental information is included in a November 4, 2005, letter addressed to the investment community, which is posted on the Investor Information section of FirstEnergy’s Web site, www.firstenergycorp.com.

FirstEnergy is a diversified energy company headquartered in Akron, Ohio. Its subsidiaries and affiliates are involved in the generation, transmission and distribution of electricity, as well as energy management and other energy-related services. Its seven electric utility operating companies comprise the nation’s fifth largest investor-owned electric system, based on 4.4 million customers served within a 36,100-square-mile area of Ohio, Pennsylvania and New Jersey.

Forward-Looking Statements: This news release includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms "anticipate," "potential," "expect," "believe," "estimate" and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices, replacement power costs being higher than anticipated or inadequately hedged, the continued ability of our regulated utilities to collect transition and other charges, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), the uncertainty of the timing and amounts of the capital expenditures (including that such amounts could be higher than anticipated) or levels of emission reductions related to the settlement agreement resolving the New Source Review litigation, adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits, fines or other enforcement actions and remedies) of governmental investigations and oversight, including by the Securities and Exchange Commission, the United States Attorney's Office and the Nuclear Regulatory Commission as disclosed in our Securities and Exchange Commission filings, generally, and with respect to the Davis-Besse Nuclear Power Station outage and heightened scrutiny at the Perry Nuclear Power Plant in particular, the availability and cost of capital, rising interest rates and other inflationary trends, the continuing availability and operation of generating units, the ability of our generating units to continue to operate at or near full capacity, our inability to accomplish or realize anticipated benefits of strategic goals (including the proposed transfer of nuclear generation assets), our ability to improve electric commodity margins and to experience growth in the distribution business, any decision of the Pennsylvania Public Utility Commission regarding the plan filed by Penn Power on October 11, 2005 to secure electricity supply for its customers at a set rate, our ability to access the public securities and other capital markets, the outcome, cost and other effects of present and potential legal and administrative proceedings and claims related to the August 14, 2003 regional power outage, the final outcome in

the proceeding related to FirstEnergy's Application for a Rate Stabilization Plan (RSP) in Ohio, specifically, the Public Utilities Commission of Ohio’s acceptance of the September 9, 2005 proposed supplement to the RSP, the risks and other factors discussed from time to time in our Securities and Exchange Commission filings, including our annual report on Form 10-K for the year ended December 30, 2004, and other similar factors. FirstEnergy expressly disclaims any current intention to update any forward-looking statements contained herein as a result of new information, future events, or otherwise.

(110405)

EX-99.2 3 ex99-2.htm EXHIBIT 99.2 LETTER TO INVESTMENT COMMUNITY Exhibit 99.2 Letter to Investment Community

	EXHIBIT 99.2

	Terrance G. Howson
	Vice President
	Investor Relations

	FirstEnergy Corp.
	76 S. Main Street
	Akron, Ohio 44308
	Tel 973-401-8519
	November 4, 2005

TO THE INVESTMENT COMMUNITY:¹

Certain FirstEnergy companies have entered into an agreement (Agreement) with the Northeast Ohio Public Energy Council (NOPEC), and certain FirstEnergy companies have entered into a Supplemental Stipulation (Stipulation) to the Rate Certainty Plan (RCP) with various parties including the Office of Consumers’ Counsel (OCC). The Agreement and Stipulation provide for additional customer benefits and expand the number of parties that agree to support, or to not oppose, the RCP application and stipulation, which is pending before the Public Utilities Commission of Ohio (PUCO). This letter provides additional details about the Agreement and Stipulation.

Background

On October 21, 2003, to address PUCO concerns regarding rising power prices in an undeveloped competitive electricity marketplace, FirstEnergy Corp.’s Ohio electric utility operating companies (Companies) filed the Rate Stabilization Plan (RSP) to provide customers of FirstEnergy’s subsidiaries - Ohio Edison Company (OE), The Cleveland Electric Illuminating Company (CEI) and The Toledo Edison Company (TE) - with generation price and supply stability through 2008. Under the RSP, the Companies maintained the obligation to provide full service to customers through 2008, while still affording customers the benefits of a competitive marketplace through an annual competitive auction. The RSP also provided for the continuation of certain rate discounts that would have otherwise expired, the implementation of specified regulatory accounting practices, provisions to support customer shopping, and the opportunity for the Companies to seek recovery of increased fuel costs. After PUCO approval, the Companies implemented the RSP on August 5, 2004.

On September 9, 2005, in an effort to provide increased stability for customer rate levels and for the Companies’ financial performance, the Companies proposed to implement the RCP as an attractive supplement to the RSP. The RCP has been designed to provide customers with lower, more certain rate levels than otherwise available under the RSP during the Plan period, and to provide the Companies with financial results generally comparable to those attainable under the RSP (see the Letter to the Investment Community dated September 9, 2005 for additional details, available at www.firstenergycorp.com/ir). The PUCO has scheduled hearings on the RCP to commence on November 29, 2005.

¹ Please see the forward-looking statement at the end of this letter

Agreement with NOPEC

Pursuant to the terms of the Agreement, NOPEC customers currently served by Green Mountain Energy Company will be entitled to electric generation service in 2006, 2007 and 2008 at the utility standard offer tariff rates, less a discount. This discount is expected to be 5% for the residential class, and 1% for the governmental and commercial classes. The cumulative discount, plus certain administrative fees paid to NOPEC, will be capped at $26 million. Once the $26 million cap is reached, there will be no obligation to provide further discounts or pay any other fees to NOPEC.

As a part of the Agreement, NOPEC agrees that it will not oppose, nor will NOPEC fund any community or other effort to oppose, the pending applications for the RCP or any fuel case proceedings with respect to the 2006 - 2008 plan period.

Supplemental Stipulation with Various Parties

Pursuant to the terms of the Stipulation, the Companies agree to implement a demand side management (DSM) program for the years 2006 through 2008 funded at an aggregate level of $25 million ($4.9 million in 2006, $9.5 million in 2007, and $10.6 million in 2008). All DSM costs, including administrative costs resulting from the implementation of the DSM programs, will be deferred. The deferred balance will include an accrued carrying cost at a rate equal to the respective operating company’s long-term cost of debt. Beginning in 2009, the deferred balance will be amortized over a three-year period and collected through a rider on residential customers’ bills.

In addition to this DSM program, the Companies agree to provide an additional $3 million for other DSM programs over the 2007 to 2008 time period. These funds will be allocated and utilized for DSM programs as determined by the OCC and will not be deferred for future collection from customers.

The Stipulation shortens the advance notice period that a government aggregator must provide to the Companies if they intend to be served by another supplier and remain eligible to receive 100% of the RSC rate component as part of the shopping credit.

In addition to the OCC, other Stipulation signatories include Ohio Partners for Affordable Energy, and various environmental, consumer and community groups. In addition, several cities, township trustee, and county commissioner entities are signing the Stipulation as Non-Opposing Parties to the RCP filing.

The signatory parties and the Non-Opposing Parties agree not to oppose the Rate Certainty Plan.

Benefits of the Agreement and Stipulation

The RCP provides a variety of customer benefits including the synchronization of both upward and downward rate adjustments to 2009, which otherwise would have occurred during the 2006 to 2008 period. The Agreement and Stipulation now add additional customer rate and environmental benefits as described above. The RCP is also expected to provide the Companies with the benefits of a more stable and consistent earnings pattern and the ability to defer up to $450 million of delivery system improvement expenditures.

The Agreement and Stipulation significantly expand the number of parties that are agreeing to support, or not to oppose, the RCP. We are hopeful that this will accelerate the hearing process and improve the likelihood that the PUCO will approve the RCP in a timely manner.

Upcoming FirstEnergy Investor Events

Edison Electric Institute (EEI) Financial Conference

November 6-9, 2005

Hollywood, FL

Annual FirstEnergy Analyst Meeting

November 30, 2005

New York City

If you have any questions concerning information in this update, please call Kurt Turosky, Director of Investor Relations, at (330) 384-5500, or me at (973) 401-8519.

			Very truly yours,
			Terrance G. Howson
			Vice President - Investor Relations

Forward-Looking Statements

This investor letter includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms "anticipate", "potential", "expect", "believe", "estimate" and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices, replacement power costs being higher than anticipated or inadequately hedged, the continued ability of our regulated utilities to collect transition and other charges or to recover increased transmission costs, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), the uncertainty of the timing and amounts of the capital expenditures (including that such amounts could be higher than anticipated) or levels of emission reductions related to the settlement agreement resolving the New Source Review litigation, adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits, fines or other enforcement actions and remedies) of government investigations and oversight, including by the Securities and Exchange Commission, the United States Attorney’s Office and the Nuclear Regulatory Commission as disclosed in the registrants’ Securities and Exchange Commission filings, generally, and with respect to the Davis-Besse Nuclear Power Station outage and heightened scrutiny at the Perry Nuclear Power Plant in particular, the availability and cost of capital, rising interest rates and other inflationary trends, the continuing availability and operation of generating units, the ability of generating units to continue to operate at, or near full capacity, the inability to accomplish or realize anticipated benefits of strategic goals, (including the proposed transfer of nuclear generation assets), the ability to improve electric commodity margins and to experience growth in the distribution business, any decision of the Pennsylvania Public Utility Commission regarding the plan filed by Pennsylvania Power Company on October 11, 2005 to secure electricity supply for its customers at a set rate, the ability to access the public securities and other capital markets, the outcome, cost and other effects of present and potential legal and administrative proceedings and claims related to the August 14, 2003 regional power outage, the final outcome in the proceeding related to FirstEnergy's Application for a Rate Stabilization Plan (RSP) in Ohio, specifically, the Public Utilities Commission of Ohio's acceptance of the September 9, 2005 proposed supplement to the RSP, the risks and other factors discussed from time to time in the registrants' Securities and Exchange Commission filings, including their annual report on Form 10-K for the year ended December 31, 2004, and other similar factors. FirstEnergy expressly disclaims any current intention to update any forward-looking statements contained in this document as a result of new information, future events, or otherwise.

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