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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
{X} ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 ACT OF 1934 (FEE REQUIRED) for the fiscal year ended December 31, 2000
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the transition
period from _________ to 5313 __________.
Commission file number 333-21011
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
FIRSTENERGY CORP. 401(k) RETIREMENT SAVINGS PLAN
FOR IBEW REPRESENTED EMPLOYEES AT THE BEAVER VALLEY
NUCLEAR POWER PLANT
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
FIRSTENERGY CORP.
76 SOUTH MAIN STREET
AKRON, OH 44308
We consent to the incorporation by reference in the Company's previously filed
Registration Statement (File No. 333-21011) of our report dated May 30, 2002, on
the audits of the FirstEnergy Corp.
FirstEnergy Corp. 401(k)
Retirement Savings Plan
for IBEW Represented
Employees at the Beaver
Valley Nuclear Power Plant
Report on Audits of Financial Statements
and Supplemental Schedules
December 31, 2001 and 2000
F/First Energy/2001/IBEW401fs
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Index
December 31, 2001 and 2000
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Page
Report of Independent Accountants ....................................... 1
Statements of Net Assets Available for Plan Benefits
at December 31, 2001 and 2000 ....................................... 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 2001 and 2000 ...................... 3
Notes to Financial Statements ........................................... 4-9
Supplemental Schedules:
Schedule of Assets (Held at End of Year)
at December 31, 2001 ............................................. 10
Schedule of Reportable Transactions
for the year ended December 31, 2001 ............................. 11
All other supplemental schedules are omitted as they are not applicable or are
not required based on the disclosure requirements of the Employee Retirement
Income Security Act of 1974 and applicable regulations issued by the Department
of Labor.
Report of Independent Accountants
To the Participants and Administrator of
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant (the "Plan") at
December 31, 2001 and 2000 and the changes in net assets available for plan
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) and reportable transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
May 30, 2002
1
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Statements of Net Assets Available For Plan Benefits
December 31, 2001 and 2000
--------------------------------------------------------------------------------
Assets 2001 2000
Cash and cash equivalents ............... $ 1,639,614 $ 1,617,058
Investments ............................. 17,139,616 16,744,458
Interest and dividends receivable ....... 25,853 32,791
Other receivables ....................... 113,285 8,891
Employer contributions receivable ....... 7,038 6,649
Employee contributions receivable ....... 77,543 69,066
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Total assets ......................... 19,002,949 18,478,913
Liabilities
Pending purchase transactions ........... - 8,364
Other liabilities ....................... - 90,712
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Total liabilities .................... - 99,076
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Net assets available for plan benefits .. $ 19,002,949 $ 18,379,837
============= =============
The accompanying notes are an integral part of these financial statements.
2
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------------------
2001 2000
Additions:
Contributions:
Employee ............................................. $ 2,155,481 $ 1,982,368
Employer ............................................. 102,874 149,054
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Total contributions ............................... 2,258,355 2,131,422
Dividends and interest ................................. 506,835 458,987
Assets transferred in .................................. - 16,812,054
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Total additions ................................. 2,765,190 19,402,463
Deductions:
Net depreciation in fair value of investments .......... (1,699,090) (880,274)
Distributions to Participants .......................... (420,977) (142,352)
Assets transferred out ................................. (22,011) -
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Total deductions ................................ (2,142,078) (1,022,626)
Increase in net assets .......................... 623,112 18,379,837
Net assets available for plan benefits, beginning of year. 18,379,837 -
----------- -----------
Net assets available for plan benefits, end of year ...... $19,002,949 $18,379,837
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Notes to Financial Statements
December 31, 2001 and 2000
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1. Description of the Plan
Beaver Valley Nuclear Power Plant, (the "Company") is a wholly-owned
subsidiary of FirstEnergy Corp. ("FirstEnergy" or "FE"), a multi-utility
delivery and services company. The Company is an electric utility engaged
in the transmission, distribution and sale of electric energy. On
December 3, 1999, the Duquesne Light Company ("DQE") completed a power
station asset exchange with FirstEnergy Corp. as the first phase of its
plan to divest its generation assets.
The following is a brief description of the FirstEnergy Corp. 401(k)
Retirement Savings Plan for IBEW Represented Employees at the Beaver
Valley Nuclear Power Plant (the "Plan"). The Plan was established for
employees at the Beaver Valley Nuclear Power Plant who were previously
participants in the 401(k) Retirement Savings Plan for IBEW Represented
Employees of Duquesne Light Company. During 2000, net assets with a value
of $16,812,054 were transferred to the Plan from the 401(k) Retirement
Savings Plan for IBEW Represented Employees of Duquesne Light Company.
Participants should refer to the Plan document, "401(k) Retirement
Savings Plan for IBEW Represented Employees at the Beaver Valley Nuclear
Power Plant" effective as of January 1, 2000 for more complete
information.
General
The Plan is a defined contribution savings plan established by
FirstEnergy and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA), as amended. During 2001, the
following funds (the "Funds") were available for investment of
contributions to the Plan:
Money Market Fund
This fund invests in equity securities and is designed to closely track
the risk and investment returns of the S&P 500 Composite Index.
FirstEnergy Corp. Common Stock Fund
This fund invests in the common stock of FirstEnergy Corp.
Diversified Bond Fund
This fund invests in government and corporate bond issues and is designed
to closely track the risk and investment returns of the Lehman Brothers
Government and Corporate Bond Index.
Large U.S. Stock Fund
This fund invests in common stocks and is designed to closely track the
risk and investment returns of the S&P 500 Composite Index.
Mid-Size U.S. Stock Fund
This fund invests in equity securities and is designed to closely track
the risk and investment returns of the Wilshire 4500 Stock Index.
Small U.S. Stock Fund
This fund invests in equity securities and is designed to closely track
the risk and investment returns of the Russell 2000 Stock Index.
4
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
International Stock Fund
This fund invests in equity securities and is designed to closely track
the risk and investment returns of the Morgan Stanley Europe, Australia
and the Far East (EAFE) Stock Index.
DQE Common Stock Fund
This fund invested in common stock of DQE. The DQE Stock Fund no longer
accepts employee contributions for investment.
The Savings Plan Committee (the "Plan Administrator") is the plan
administrator and the named fiduciary for the Plan. The Plan Administrator
has all the powers necessary to carry out the provisions of the Plan and to
satisfy the requirements of any applicable law. The Investment Committee
establishes, among other things, the Participants' investment options and
the Company's matching contribution. Northern Trust Company (the "Trustee")
is custodian of the Plan's assets and invests all participant contributions
to the Plan as directed. ADP Retirement Services (the "Recordkeeper")
serves as recordkeeper of the Plan. The Recordkeeper's duties are to
establish participant accounts, record contributions, communicate with the
Trustee as to the values of the Funds and to determine the value and
increase or decrease in each participant account.
Participation
Participation in the Plan is voluntary. An eligible employee is any
person regularly employed by the Company and represented by a collective
bargaining agreement between the Company and the International
Brotherhood of Electrical Workers (IBEW) and not excluded under the terms
of the collective bargaining agreement. An eligible employee may become a
participant in the Plan, herein referred to as employee or Participant,
by completing an enrollment form whereby the employee agrees to accept a
specified reduction in salary/wage for each pay period in consideration
for the Company's contribution of such amount to the Plan. These
contributions are excluded from the Participant's taxable income for
federal income tax purposes until received as a withdrawal or a
distribution from the Plan. A Participant may increase or decrease the
amount of the contribution on a monthly basis. Eligible employees who
were previously participants in the 401(k) Retirement Savings Plan for
IBEW Represented Employees of Duquesne Light Company became Participants
in the Plan on January 1, 2000.
A Participant's contribution to the Plan may not exceed 18.5% of the
qualified compensation net of pretax compensation reductions paid to the
Participant by the Company for the calendar year as of the date of the
contribution. Total contributions in any calendar year are limited to the
applicable limit under the Internal Revenue Code Section 402(g), $10,500
for calendar years 2001 and 2000. The Plan also provides that certain
limitations may be imposed on Participant's contributions in order to
comply with statutory requirements.
Investment Elections
Participants may direct their contributions be invested in one or more of
the Funds. Allocations must be in increments of 10% of each contribution.
Participants may change such allocation monthly and may transfer all or a
portion of the value of their individual account balance, in increments
of 10%, among the Funds as often as once each calendar quarter.
5
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
Valuation
All of a Participant's contributions are credited to his or her
account. The value of each of the Funds is determined by the Trustee on
each valuation date, the last business day of any month or such other
period as is established by the Plan Administrator, and is transmitted by
the Trustee to the Recordkeeper. The Recordkeeper then determines the value
and adjusts each participant account balance to reflect the proportionate
interest in each of the Funds as adjusted for activity since the preceding
valuation date. A Participant's interest in the DQE Common Stock Fund and
FirstEnergy Corp. Common Stock Fund is calculated in units which are
equivalent to shares. The fair values per unit of DQE and FirstEnergy
common stock were as follows for the respective quarters ended during 2001
and 2000:
2001 2000
------------------------ -------------------------
FirstEnergy DQE FirstEnergy DQE
March 31 $27.92 $29.15 $20.19 $45.50
June 30 $32.16 $22.50 $23.38 $39.50
September 30 $35.95 $19.24 $26.95 $40.14
December 31 $34.98 $18.93 $31.56 $32.75
Investment securities are exposed to various risks such as interest rate,
market and credit risks. Market values of securities fluctuate based on
the magnitude of changing market conditions; significant changes in
market conditions could materially affect plan investments.
Matching Contributions
The Plan has a matching contribution feature, which provides that the
Company will contribute $.25 for every $1.00 of contributions by a
Participant up to a maximum of 4% of eligible salary. The matching
contributions are made in the form of FirstEnergy common stock. Voting
rights are extended to Participants with investments in FirstEnergy Corp.
common stock.
The Company or its affiliate will match up to an additional $.25 on every
$1.00 of eligible contributions by a Participant as an annual performance
matching contribution if the Company achieves certain performance
objectives established by the FirstEnergy Nuclear Operating Company.
Vesting and Distributions
Participants are fully vested immediately in their contributions. Upon
completion of five years of service or earlier termination due to
disability, death, or the attainment of age 62 while an employee, the
matching contribution shall be fully vested. Amounts contributed by
Participants may be withdrawn by, or distributed to, a Participant only
(1) upon termination of employment or (2) upon attaining the age of
59-1/2. Upon proof, to the satisfaction of the Plan Administrator, of an
immediate and heavy financial need, amounts contributed may be withdrawn
for a hardship purpose. Certain income tax penalties may apply to
withdrawals or distributions prior to age 59-1/2.
Administration Expenses
The Company pays all expenses associated with administering the Plan,
including the trustee's fees and brokerage commissions on purchases and
transfers between the Funds.
6
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
Forfeitures
When certain terminations of participation in the Plan occur, the
nonvested portion of the Participant's account, as defined by the Plan,
represents a potential forfeiture. If upon reemployment, the former
participant fulfills certain requirements, as defined by the Plan, these
potential forfeitures, including earnings, will be transferred to the
Participant's matching contribution. If the former participant does not
fulfill certain requirements, as defined by the Plan, these forfeitures
reduce subsequent Company matching contributions to the Plan.
2. Summary of Significant Accounting Policies
The financial statements have been prepared on the accrual basis of
accounting.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts
recorded in the financial statements and accompanying notes. Actual
results may differ from these estimates.
The Plan presents in the Statements of Changes in Net Assets Available
for Plan Benefits the net depreciation in the fair value of its
investments, which consists of realized gains or losses and unrealized
appreciation or depreciation on these investments. Dividend income is
recorded on the ex-dividend date. Interest income is recorded as earned.
3. Termination of the Plan
The Company terminated the FirstEnergy Corp. 401(k) Retirement Savings Plan
for IBEW Represented Employees at the Beaver Valley Nuclear Power Plant on
March 31, 2002 and the assets were transferred to the FirstEnergy Corp.
Savings Plan. Such event did not adversely affect the Participants' rights
to their account balances.
4. Investments
Investments in the Money Market Fund are based on historical cost, which
approximates fair value. Investments in the Large U.S. Stock Fund,
Mid-Size U.S. Stock Fund, Small U.S. Stock Fund and International Stock
Fund are reported at fair value based on the quoted asset value of shares
of the fund. Investments in the FirstEnergy Corp. Common Stock Fund and
DQE Common Stock Fund are stated at fair value based upon the closing
sales price of the common stock reported on recognized securities
exchanges on the last business day of the year. Investments in the
Diversified Bond Fund are reported at fair value based on the quoted
asset value of the bond issues of the fund.
The following represents the investments that exceeded 5% of net assets
available for plan benefits at December 31, 2001 and 2000, respectively:
7
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
December 31,
--------------------------------
2001 2000
--------------------------------
Money Market Fund ...................... $ 1,639,614 $ 1,617,058
FirstEnergy Corp. Common Stock Fund .... 3,509,153 2,700,675
Large U.S. Stock Fund .................. 9,418,724 9,689,539
Mid-Size U.S. Stock Fund ............... 962,514 577,950
Small U.S. Stock Fund .................. 1,016,500 862,209
DQE Common Stock Fund .................. 955,189 1,825,616
The net depreciation of the Plan's investments for 2001 and 2000,
respectively, was as follows:
December 31,
--------------------------------
2001 2000
--------------------------------
Equities ................................ $(1,413,042) $ (856,494)
DQE common stock ........................ (759,269) (840,391)
Government and corporate bonds .......... 12,699 32,689
FirstEnergy Corp. common stock .......... 460,522 783,922
----------- ----------
$(1,699,090) $ (880,274)
=========== ==========
5. Non-Participant Directed Investments
Net assets available for plan benefits and changes in net assets
available for plan benefits relating to non-participant directed
investments at December 31, 2001 and 2000 and for the years then ended
were as follows, respectively:
8
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
December 31,
-------------------------
2001 2000
-------------------------
Assets:
FE common stock ................................... $ 2,580,194 $ 2,063,608
----------- -----------
Net assets available for plan benefits .......... $ 2,580,194 $ 2,063,608
=========== ===========
Changes in net assets available for plan benefits:
Employer contributions ............................ $ 102,874 $ 149,054
Assets transferred in ............................. - 1,240,020
Dividends and interest ............................ 101,164 86,133
Net appreciation in fair value of investments ..... 326,266 625,541
Intra-fund transfers, net ......................... (4,115) -
Distributions to Participants ..................... (8,209) (37,140)
Conversions, net .................................. (1,394) -
----------- -----------
$ 516,586 $ 2,063,608
=========== ===========
6. Tax Considerations
The Company has not yet applied for a determination letter from the
Internal Revenue Service. The Company believes that the Plan is designed
and operated in compliance with the applicable requirements of the
Internal Revenue Code of 1986, as amended (the "IRC") and that the Plan
qualifies under section 401(a) of the IRC. Therefore, no provision for
income taxes is included in the Plan's financial statements at December
31, 2001 and 2000.
7. Reconciliation to Form 5500
At December 31, 2001 and 2000, respectively, the Plan has received
applications for withdrawals in the amount of $122,356 and $80,263 which
were not paid at year end. As required by authoritative accounting
literature, no payable has been recorded in the Statements of Net Assets
Available for Plan Benefits at December 31, 2001 and 2000. These pending
withdrawals have been included as a liability in the Form 5500.
9
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Schedule of Assets (Held at End of Year)
December 31, 2001
------------------------------------------------------------------------------------------------------------------------
Fair
Identity of Issue Description Cost Value
Money Market Fund Northern Trust Multiple Short-Term $ 1,639,614 $ 1,639,614
Fixed Income Fund
FirstEnergy Corp. Common Stock Fund * FirstEnergy Corp. Common Stock 2,342,656 3,509,153
Diversified Bond Fund NTGI COLTV Govt/Corp Index 788,437 847,089
Large U.S. Stock Fund NTGI COLTV S&P 500 6,482,954 9,418,724
Mid-Size U.S. Stock Fund NTGI COLTV Small Cap Equity 981,039 962,514
Small U.S. Stock Fund NTGI COLTV Minicap Equity 948,986 1,016,500
International Stock Fund NTGI COLTV Monthly Intercap 410,659 430,447
DQE Common Stock Fund * DQE Common Stock 1,312,408 955,189
----------- -----------
$14,906,753 $18,779,230
=========== ===========
* Party-in-interest
10
FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant
Schedule of Reportable Transactions
December 31, 2001
-----------------------------------------------------------------------------------------------------------------------
Number of Total Number Total
Description Purchase Value of of Sale Selling Cost of
of Assets Transactions Purchase Transactions Price Assets Sold Gain
Series of Transactions:
Money Market Fund 136 $ 6,527,899 124 $6,505,425 $ 6,505,425 $ -
11
Exhibit A
Consent of Independent Accountants
We consent to the incorporation by reference in the Company's previously filed
Registration Statement (File No. 333-21011) of our report dated May 30, 2002, on
the audits of the FirstEnergy Corp. 401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant as of December
31, 2001 which report is included in this Annual Report on Form 11-K of
FirstEnergy Corp.
/s/ PricewaterhouseCoopers LLP
Cleveland,Ohio
June 21, 2002
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Savings Plan Committee, the administrator of the FirstEnergy Corp. 401(k)
Retirement Savings Plan for IBEW Represented Employees at the Beaver Valley
Nuclear Power Plant, has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
FIRSTENERGY CORP.401(k) RETIREMENT
SAVINGS PLAN FOR IBEW REPRESENTED
EMPLOYEES AT THE BEAVER VALLEY
NUCLEAR POWER PLANT
June 21, 2002
-------------
Date
By: /s/ Richard J. LaFleur
----------------------
Richard J. LaFleur
Chairman
Savings Plan Committee
June 21, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: FirstEnergy Corp. 401(k) RetirementSavings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power
Plant
Gentlemen:
We transmit herewith for electronic filing with the Securities and Exchange
Commission, pursuant to the Securities Act of 1934, as amended, an annual report
on Form 11-K of the FirstEnergy Corp.401(k) Retirement Savings Plan for IBEW
Represented Employees at the Beaver Valley Nuclear Power Plant.
Please address any comments regarding the above to the undersigned at 76 S.
Main Street, Akron, OH 44308 (330) 384-5504.
Very truly yours,
FirstEnergy Corp.
By: /s/ N. C. Ashcom
----------------
N. C. Ashcom
Corporate Secretary