Attached files
file | filename |
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8-K/A - 8-K/A - FIRSTENERGY CORP | y42427e8vkza.htm |
EX-23.1 - EX-23.1 - FIRSTENERGY CORP | y42427exv23w1.htm |
EX-99.1 - EX-99.1 - FIRSTENERGY CORP | y42427exv99w1.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL INFORMATION
FINANCIAL INFORMATION
Overview
On February 25, 2011, the merger between FirstEnergy Corp.
(FirstEnergy) and Allegheny Energy Inc. (Allegheny) closed. Pursuant to the terms of the Agreement
and Plan of Merger (Merger Agreement) by and among FirstEnergy, Element Merger Sub,
Inc., a wholly-owned subsidiary of FirstEnergy (Merger Sub) and
Allegheny, Merger Sub merged with and into Allegheny with Allegheny
continuing as the surviving corporation and a wholly-owned subsidiary of FirstEnergy. As part of
the merger, Allegheny stockholders received 0.667 of a share of FirstEnergy common stock for each
share of Allegheny common stock outstanding as of the merger closing date and all outstanding
Allegheny equity-based employee compensation awards were exchanged for FirstEnergy equity-based
awards on the same basis.
The unaudited pro forma condensed combined consolidated financial statements (pro forma financial
statements) have been primarily derived from the historical consolidated financial statements of
FirstEnergy and Allegheny. The unaudited pro forma condensed combined consolidated statement of
income (pro forma statement of income) for the year ended December 31, 2010, gives effect to the
merger as if it had been completed on January 1, 2010. The unaudited pro forma condensed combined
consolidated balance sheet (pro forma balance sheet) as of December 31, 2010, gives effect to the
merger as if it had been completed on December 31, 2010.
The historical consolidated financial information has been adjusted in the pro forma financial
statements to give effect to pro forma events that are: (1) directly attributable to the merger;
(2) factually supportable; and (3) with respect to the statement of income, expected to have a
continuing impact on the combined results of FirstEnergy. The unaudited pro forma financial
information includes adjustments to reflect the consummation of the merger, changes in assets and
liabilities to record the preliminary estimated fair values and the purchase price as of the date
of the merger.
The pro forma financial statements should be read in conjunction with the accompanying notes
thereto and should also be read in conjunction with Alleghenys separate historical consolidated
financial statements and accompanying notes attached as Exhibit 99.1 to this Form 8-K/A and
FirstEnergys separate historical consolidated financial statements included in its Annual Report
on Form 10-K for the year ended December 31, 2010.
The pro forma financial statements do not reflect any cost savings (or associated costs to achieve
such savings) from operating efficiencies, synergies or other actions that are expected to result
from the merger.
The pro forma financial statements have been prepared to illustrate the effect of the merger for
informational purposes only and are not intended to be indicative of the consolidated results of
operations or financial position of FirstEnergy had the merger been completed as of the dates
presented, and should not be taken as representative of future
results of operations or financial
position of the combined company.
The acquisition of Alleghenys common stock by FirstEnergy in the merger has been accounted for in
accordance with the acquisition method of accounting in conformity with U.S. generally accepted
accounting principles (GAAP) and the regulations of the Securities and Exchange Commission (SEC).
The purchase price was determined on the basis of the fair value on the acquisition date of the
shares of FirstEnergy common stock issued in the merger. The purchase price for the pro forma
financial statements is based on the closing price of FirstEnergy common stock on the New York
Stock Exchange on the latest date prior to the closing, February 24, 2011 ($38.16), and the
exchange of each outstanding share of Allegheny common stock for 0.667 of a share of FirstEnergy
common stock.
Assumptions and estimates underlying the pro forma adjustments are described in the accompanying
notes, which should be read in conjunction with the pro forma financial statements. These estimates
are subject to change pending further review of the assets acquired and liabilities assumed.
1
FIRSTENERGY CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2010
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2010
Pro Forma | Pro Forma | |||||||||||||||||||
(In millions, except per share amounts) | FirstEnergy | Allegheny | Adjustments | Note 3 | Combined | |||||||||||||||
REVENUES: |
$ | 13,339 | $ | 3,903 | $ | 1,327 | (a),(w) | $ | 18,569 | |||||||||||
EXPENSES: |
||||||||||||||||||||
Fuel and purchased power |
6,056 | 1,734 | 1,459 | (b),(w) | 9,249 | |||||||||||||||
Other operating expenses |
2,850 | 733 | (187 | ) | (c), (x),(y) | 3,396 | ||||||||||||||
Provision for depreciation and amortization, net |
1,468 | 323 | (7 | ) | (d) | 1,784 | ||||||||||||||
General taxes |
776 | 226 | | 1,002 | ||||||||||||||||
Gain on sale of Virginia distribution business |
| (45 | ) | | (45 | ) | ||||||||||||||
Impairment of long-lived assets |
384 | | | 384 | ||||||||||||||||
Total expenses |
11,534 | 2,971 | 1,265 | 15,770 | ||||||||||||||||
OPERATING INCOME |
1,805 | 932 | 62 | 2,799 | ||||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Investment income, net |
117 | 13 | | 130 | ||||||||||||||||
Interest expense |
(680 | ) | (316 | ) | 80 | (e) | (916 | ) | ||||||||||||
Total other expense |
(563 | ) | (303 | ) | 80 | (786 | ) | |||||||||||||
INCOME BEFORE INCOME TAXES |
1,242 | 629 | 142 | 2,013 | ||||||||||||||||
INCOME TAXES |
482 | 217 | 47 | (f),(z) | 746 | |||||||||||||||
NET INCOME |
760 | 412 | 95 | 1,267 | ||||||||||||||||
Noncontrolling interest income (loss) |
(24 | ) | | | (24 | ) | ||||||||||||||
EARNINGS AVAILABLE TO PARENT |
$ | 784 | $ | 412 | $ | 95 | $ | 1,291 | ||||||||||||
BASIC EARNINGS PER SHARE OF COMMON STOCK |
$ | 2.58 | $ | 2.42 | $ | 3.10 | ||||||||||||||
WEIGHTED AVERAGE NUMBER OF BASIC SHARES OUTSTANDING |
304 | 170 | (57 | ) | (g) | 417 | ||||||||||||||
DILUTED EARNINGS PER SHARE OF COMMON STOCK |
$ | 2.57 | $ | 2.42 | $ | 3.09 | ||||||||||||||
WEIGHTED AVERAGE NUMBER OF DILUTED SHARES OUTSTANDING |
305 | 170 | (57 | ) | (g) | 418 | ||||||||||||||
See accompanying Notes to the Pro Forma Condensed Combined Consolidated Financial Statements, which are an integral part of this statement. |
2
FIRSTENERGY CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
As of December 31, 2010
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
As of December 31, 2010
Pro Forma | Pro Forma | |||||||||||||||||||
(In millions) | FirstEnergy | Allegheny | Adjustments | Note 3 | Combined | |||||||||||||||
ASSETS |
||||||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 1,019 | $ | 490 | $ | | $ | 1,509 | ||||||||||||
Receivables |
1,568 | 408 | | 1,976 | ||||||||||||||||
Materials and supplies |
638 | 260 | (9 | ) | (h),(i) | 889 | ||||||||||||||
Prepaid taxes and other |
473 | 358 | (178 | ) | (m) | 653 | ||||||||||||||
3,698 | 1,516 | (187 | ) | 5,027 | ||||||||||||||||
PROPERTY, PLANT AND EQUIPMENT: |
||||||||||||||||||||
In service, net |
18,271 | 8,134 | 463 | (k),(x) | 26,868 | |||||||||||||||
Construction work in progress |
1,517 | 1,168 | (4 | ) | (k) | 2,681 | ||||||||||||||
19,788 | 9,302 | 459 | 29,549 | |||||||||||||||||
INVESTMENTS: |
||||||||||||||||||||
Nuclear plant decommissioning trusts |
1,973 | | | 1,973 | ||||||||||||||||
Investments in lease obligation bonds |
476 | | | 476 | ||||||||||||||||
Other |
553 | 50 | | 603 | ||||||||||||||||
3,002 | 50 | | 3,052 | |||||||||||||||||
DEFERRED CHARGES AND OTHER ASSETS: |
||||||||||||||||||||
Goodwill |
5,575 | 367 | 662 | (l) | 6,604 | |||||||||||||||
Regulatory assets |
1,826 | 706 | (423 | ) | (m) | 2,109 | ||||||||||||||
Power purchase contract asset |
122 | | 176 | (n) | 298 | |||||||||||||||
Other |
794 | 135 | 680 | (j), (o),(r) | 1,609 | |||||||||||||||
8,317 | 1,208 | 1,095 | 10,620 | |||||||||||||||||
$ | 34,805 | $ | 12,076 | $ | 1,367 | $ | 48,248 | |||||||||||||
LIABILITIES AND CAPITALIZATION |
||||||||||||||||||||
CURRENT LIABILITIES: |
||||||||||||||||||||
Currently payable long-term debt |
$ | 1,486 | $ | 16 | $ | | $ | 1,502 | ||||||||||||
Short-term borrowings |
700 | | | 700 | ||||||||||||||||
Accounts payable |
872 | 383 | 83 | (y) | 1,338 | |||||||||||||||
Accrued taxes and other |
1,640 | 392 | (10 | ) | (m) | 2,022 | ||||||||||||||
4,698 | 791 | 73 | 5,562 | |||||||||||||||||
CAPITALIZATION: |
||||||||||||||||||||
Common stockholders equity- |
||||||||||||||||||||
Common stock |
31 | 213 | (202 | ) | (q) | 42 | ||||||||||||||
Other paid-in capital |
5,444 | 1,988 | 2,355 | (q) | 9,787 | |||||||||||||||
Treasury stock |
| (2 | ) | 2 | (q) | | ||||||||||||||
Accumulated other comprehensive loss |
(1,539 | ) | (64 | ) | 64 | (q) | (1,539 | ) | ||||||||||||
Retained earnings |
4,609 | 1,307 | (1,325 | ) | (q),(x),(y) | 4,591 | ||||||||||||||
Total common stockholders equity |
8,545 | 3,442 | 894 | 12,881 | ||||||||||||||||
Noncontrolling interest |
(32 | ) | | | (32 | ) | ||||||||||||||
Total equity |
8,513 | 3,442 | 894 | 12,849 | ||||||||||||||||
Long-term debt and other long-term obligations |
12,579 | 4,686 | 260 | (r) | 17,525 | |||||||||||||||
21,092 | 8,128 | 1,154 | 30,374 | |||||||||||||||||
NONCURRENT LIABILITIES: |
||||||||||||||||||||
Accumulated deferred income taxes |
2,879 | 1,654 | 78 | (s),(y) | 4,611 | |||||||||||||||
Retirement benefits |
1,868 | 597 | (8 | ) | (t) | 2,457 | ||||||||||||||
Asset retirement obligations |
1,407 | 59 | | 1,466 | ||||||||||||||||
Deferred gain on sale and leaseback transaction |
959 | | | 959 | ||||||||||||||||
Power purchase contract liability |
466 | 96 | 29 | (u) | 591 | |||||||||||||||
Lease market valuation liability |
217 | | | 217 | ||||||||||||||||
Regulatory liabilities |
| 513 | (111 | ) | (m) | 402 | ||||||||||||||
Other |
1,219 | 238 | 152 | (o),(p),(v) | 1,609 | |||||||||||||||
9,015 | 3,157 | 140 | 12,312 | |||||||||||||||||
COMMITMENTS, GUARANTEES AND CONTINGENCIES |
||||||||||||||||||||
$ | 34,805 | $ | 12,076 | $ | 1,367 | $ | 48,248 | |||||||||||||
See accompanying Notes to the Pro Forma Condensed Combined Consolidated Financial Statements, which are an integral part of this statement. |
3
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Note 1. Basis of Pro Forma Presentation
See the accompanying Overview to the unaudited pro forma condensed combined consolidated financial
statements for a description of the merger transaction and the overall presentation of the pro
forma financial statements.
The pro forma financial
statements have been primarily derived from the historical consolidated financial statements of
FirstEnergy and Allegheny. The pro forma statement of income for the year ended December 31, 2010,
gives effect to the merger as if it were completed on January 1, 2010. The pro forma balance sheet
as of December 31, 2010, gives effect to the merger as if it had been completed on December 31,
2010.
The historical consolidated financial information has been adjusted in the pro forma financial
statements to give effect to pro forma events that are: (1) directly attributable to the merger;
(2) factually supportable; and (3) with respect to the statement of income, expected to have a
continuing impact on the combined results of FirstEnergy. The unaudited pro forma financial
information includes adjustments to reflect the consummation of the merger, changes in assets and
liabilities to record the preliminary estimated fair values and the purchase price as of the date
of the merger.
In accordance with GAAP, acquisition-related transaction costs are not included as a component of
consideration transferred, but are accounted for as expenses in the periods in which the costs are
incurred. Estimated transaction costs have been excluded from the pro
forma statement of income because they represent non-recurring charges directly related to the
merger.
However, anticipated transaction costs are reflected in the pro forma balance sheet as an increase to accounts payable
and a decrease to retained earnings, net of income tax effects.
The pro forma financial statements do not reflect any cost savings (or associated costs to achieve
such savings) from operating efficiencies, synergies or other restructuring that are expected to
result from the merger. Further, the pro forma financial statements do not reflect the effect of
any regulatory actions that may impact future financial results.
Alleghenys regulated operations are comprised of electric generation, transmission and
distribution operations. These operations are subject to the rate-setting authority of the Federal
Energy Regulatory Commission, the Maryland Public Service Commission, the Pennsylvania Public
Utility Commission, the Virginia State Corporation Commission and the West Virginia Public Service
Commission (collectively, the Regulators) and are accounted for pursuant to accounting guidance for
regulated operations. The pro forma financial statements have been prepared under the assumption
that the merger will not have an impact on the determination of utility service rates for
Alleghenys regulated operations. Any change in the rate-setting practices of the Regulators could
have a material effect on FirstEnergys financial statements.
The merger is accounted for under the acquisition method of accounting in accordance with GAAP.
Under the acquisition method, the total purchase price (consideration transferred) was measured as
of the merger date using the market price of FirstEnergy common stock
on the latest date prior to closing as described in
Note 2, Consideration Transferred and Preliminary Allocation. The Company is accounting for the transaction using FirstEnergy
historical information and accounting policies and adding the assets and liabilities of Allegheny
as of the merger date at their respective fair values. The assets and liabilities of Allegheny
have been measured at fair value based on estimates and assumptions that FirstEnergys management
believes are reasonable utilizing information as of the merger date. The pro forma adjustments
included herein may be revised as additional information becomes available and as additional
analyses are performed.
4
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
FINANCIAL STATEMENTS (CONTINUED)
The estimated fair values of the assets acquired and liabilities assumed as reflected in the pro
forma financial statements have been determined based on the accounting guidance under GAAP for
fair value measurements fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.
For purposes of measuring the fair value of regulated property,
plant and equipment and regulatory assets acquired and regulatory liabilities assumed, FirstEnergy has determined that the
fair values of these items approximates their book values due to historical cost-based ratemaking except for regulatory
assets that do not earn a return, for which fair values were determined on a discounted basis. It is expected that current
regulated operations will remain in a regulated environment for the foreseeable future and this represents the highest and
best use of those assets. Debt costs of Alleghenys regulated operations are recovered through the application of a rate of
return to net assets and liabilities comprising rate base. Because of this indirect cost recovery through utility service rates,
the pro forma financial statements include adjustments to reflect long-term debt at estimated fair value. Fair value adjustments
relating to certain regulated debt and other assets and liabilities of Alleghenys regulated operations have been reflected on
the pro forma balance sheet with an offsetting regulatory asset or liability based upon the established regulatory authority
regarding rate treatment for those specific assets and liabilities.
Note 2. Consideration Transferred and Preliminary Allocation
FirstEnergy acquired all of the outstanding shares of Alleghenys common stock for shares of
FirstEnergy common stock at the fixed exchange ratio of 0.667 of a share of FirstEnergy common
stock per share of Alleghenys common stock. The total consideration transferred was based on the
closing price of a share of FirstEnergy common stock on February 24, 2011, the day prior to the
date of the merger, and was calculated as follows:
(In millions, except | ||||
per share data) | ||||
Shares of
Alleghenys common stock outstanding as of February 25, 2011 |
170 | |||
Exchange ratio |
0.667 | |||
Number of shares of FirstEnergy common stock issued |
113 | |||
Closing price of FirstEnergy common stock on February 24, 2011 |
$ | 38.16 | ||
Fair value of shares issued by FirstEnergy |
$ | 4,327 | ||
Fair value of replacement share-based compensation awards
relating to pre-merger service |
27 | |||
Total consideration transferred |
$ | 4,354 | ||
5
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
FINANCIAL STATEMENTS (CONTINUED)
The
preliminary allocation of the total consideration transferred to the assets acquired and
liabilities assumed includes adjustments for the fair value of coal contracts, energy supply
contracts, emission allowances, unregulated property, plant and equipment, derivative instruments, goodwill,
intangible assets, long-term debt and deferred income taxes. The preliminary allocation of the
purchase price is as follows (in millions):
Current assets |
$ | 1,507 | ||
Property, plant and equipment |
9,704 | |||
Investments |
50 | |||
Goodwill |
1,029 | |||
Other noncurrent assets |
1,330 | |||
Current liabilities |
(791 | ) | ||
Noncurrent liabilities |
(3,529 | ) | ||
Long-term debt and other long-term obligations |
(4,946 | ) | ||
$ | 4,354 | |||
The preliminary fair values of intangible assets and liabilities recorded as a result
of the merger are as follows:
Fair Value | Weighted Average | |||||||
(In millions) | Amortization Period | |||||||
Below - market contracts: |
||||||||
Energy contracts |
$ | 188 | 10 years | |||||
Nonutility generation power purchase contracts |
124 | 25 years | ||||||
Coal supply contracts |
525 | 8 years | ||||||
$ | 837 | |||||||
Above - market contracts: |
||||||||
Nonutility generation power purchase contracts |
143 | 13 years | ||||||
Coal supply contracts |
86 | 7 years | ||||||
Gas transportation contract |
35 | 8 years | ||||||
$ | 264 | |||||||
The fair value measurements of intangible assets and liabilities were primarily based on
significant unobservable inputs and thus represent a level 3 measurement as defined in accounting
guidance for fair value measurements.
The fair value of Alleghenys energy, nonutility generation (NUG) supply and gas transportation
contracts, both above-market and below-market, were estimated based on the present value of the
above/below market cash flows attributable to the contracts based on the contract type, discounted
by a current market interest rate consistent with the overall credit quality of the portfolio. The
above/below market cash flows were estimated by comparing the expected cash flow
based on existing contracted prices and expected volumes with the cash flows from estimated current
market contract prices for the same expected volumes. The estimated current market contract prices
were derived considering current market prices, such as the price of energy and transmission,
miscellaneous fees and a normal profit margin. The weighted average amortization period was
determined based on the expected volumes to be delivered over the life of the
contract.
The fair
value of coal supply contracts was determined in a similar manner based on market
prices of the present value of the above/below market cash flows attributable to the contracts. These contracts will be
amortized based on the expected delivery under the respective contracts.
6
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
FINANCIAL STATEMENTS (CONTINUED)
The following table presents the estimated annual amortization related to intangible assets, net of
tax, for 2010-2015:
Transportation | Energy | NUG | Coal supply | |||||||||||||||||
contract | contracts1 | contracts1 | contracts1 | Total | ||||||||||||||||
20102 |
$ | (3 | ) | $ | 54 | $ | (6 | ) | $ | 32 | $ | 77 | ||||||||
2011 |
(3 | ) | 26 | (6 | ) | 37 | 54 | |||||||||||||
2012 |
(3 | ) | 5 | (6 | ) | 37 | 33 | |||||||||||||
2013 |
(3 | ) | 3 | (6 | ) | 36 | 30 | |||||||||||||
2014 |
(3 | ) | 1 | (6 | ) | 31 | 23 | |||||||||||||
2015 |
(3 | ) | 1 | (6 | ) | 31 | 23 |
1 | Excluding effects of amortization of regulatory asset or liability offsets, where applicable. | |
2 | Represents annualized 2011 post-merger expense recorded in the pro forma income statement. |
Note 3. Pro Forma Adjustments and Reporting Reclassifications
The pro forma adjustments included in the pro forma financial statements are as follows:
Adjustments to Pro Forma Condensed Combined Consolidated Statement of Income
(a) Revenue Represents the amortization of the fair value adjustments for energy contracts
acquired in the amount of $86 million.
(b) Fuel and purchased
power Represents the amortization of the fair value adjustment related to Alleghenys
coal supply contracts ($51 million), emission allowances ($5 million), purchased power contracts
($10 million) and gas transportation contract (($4) million), net of amortization of regulatory offset, where applicable.
(c) Pension and other
post-retirement costs The adjustment reflects a decrease in net periodic pension and
other post-retirement benefits expense resulting from the elimination of unrecognized pension
and other post-retirement benefit losses included in equity (accumulated other comprehensive loss)
and regulatory assets on Alleghenys historical balance sheet.
(d) Provision for depreciation and amortization, net Represents the net decrease in depreciation
expense resulting from the fair value adjustment, both increases and
decreases, to Alleghenys unregulated
property, plant and equipment and the impact of conforming to
FirstEnergys depreciation methods.
(e)
Interest expense Represents the amortization of the fair value adjustment of Alleghenys
third-party debt. The fair value determination of Alleghenys long-term debt was based on
prevailing market interest rates on February 25, 2011 and the adjustment will be amortized as a
reduction (in the case of a premium to book value) or an increase (in the case of a discount to
book value) to interest expense over the remaining life of the individual debt issues. Amortization
related to regulatory assets, where applicable, is recognized as a charge
to interest expense.
(f) Income taxes Adjustment reflects the income tax effect of the fair value adjustments,
calculated using an estimated 38% rate, approximating statutory income tax rates.
7
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
FINANCIAL STATEMENTS (CONTINUED)
(g)
Weighted average shares outstanding Reflects the
elimination of Alleghenys common stock and the
issuance of 113 million shares of FirstEnergy common stock. This share issuance does not consider
cash paid in lieu of fractional shares. The pro forma weighted average number of basic shares
outstanding is calculated by adding FirstEnergys weighted average number of basic shares of common
stock outstanding during the year ended December 31, 2010, to the number of FirstEnergy shares
issued as a result of the merger. The pro forma weighted average number of diluted shares
outstanding is calculated by adding FirstEnergys weighted average number of diluted shares of
common stock outstanding during the year ended December 31, 2010, to the number of FirstEnergy
shares issued as a result of the merger. Options outstanding under Alleghenys equity compensation
plans were converted upon completion of the merger into fully vested and exercisable options to
purchase FirstEnergy common stock on a basis to preserve the intrinsic value of the options. Stock
options that are anti-dilutive have been excluded from the pro forma diluted weighted average
shares outstanding.
Year Ended | ||||
December 31, | ||||
2010 | ||||
(In millions) | ||||
Basic: |
||||
FirstEnergy weighted average number of basic shares outstanding |
304 | |||
Equivalent Allegheny common shares after exchange |
113 | |||
417 | ||||
Diluted: |
||||
FirstEnergy weighted average number of diluted shares outstanding |
305 | |||
Equivalent Allegheny common shares after exchange |
113 | |||
418 | ||||
Adjustments to Pro Forma Condensed Combined Consolidated Balance Sheet
(h) Emission allowances Represents an increase to reflect the fair value of Alleghenys emission
allowances at current market prices.
(i) Inventory Represents a $17 million reduction to Alleghenys inventory to reflect its fair value on the merger date
based on an exit price perspective in accordance with GAAP. In addition, FirstEnergy is finalizing a review
of its inventory, in light of the merger, which could result in an impairment of excess inventory, up to $67
million ($42 million after tax), in its post combination financial statements for the first quarter of 2011,
which is not reflected in these pro forma financial statements.
(j) Other assets Reflects the acquisition-date fair value of energy contracts ($136
million) and an increase in derivatives, primarily due to reporting
reclassifications ($59 million).
(k) Property, plant and equipment Includes a net increase of $406 million to record
Alleghenys unregulated property, plant and equipment and computer software to their estimated fair
values.
8
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
FINANCIAL STATEMENTS (CONTINUED)
(l) Goodwill Reflects the preliminary estimate of the excess of the total consideration
(purchase price) over the fair value of Alleghenys assets acquired and liabilities assumed. The
adjustment to goodwill was calculated as follows (in millions):
Total consideration |
$ | 4,354 | ||
Less: Estimated fair value of net assets acquired |
3,325 | |||
Less: Allegheny existing goodwill |
367 | |||
Pro forma goodwill adjustment |
$ | 662 | ||
The goodwill resulting from the merger is estimated to be $1,029 million.
(m) Regulatory assets and liabilities Reflects the adjustment
to eliminate as of December 31, 2010, the regulatory asset ($384 million)
associated with Alleghenys unrecognized losses related to its pension and other post-retirement benefit
plans, the recognition of regulatory assets related to the long-term debt fair value adjustments where the
historical recovery of debt costs is directly related to the actual cost of debt, and offsetting regulatory assets
or liabilities for fair value adjustments and reporting reclassifications included herein based upon the
established regulatory authority regarding rate treatment for those specific assets and liabilities. We
estimate that future amortization related to those adjustments for 2010-2015 will be as follows:
Annual | ||||
Amortization, | ||||
Net of Tax | ||||
20101 |
$ | 7 | ||
2011 |
7 | |||
2012 |
4 | |||
2013 |
5 | |||
2014 |
3 | |||
2015 |
2 |
1 | - Represents annualized 2011 post-merger expense recorded in the pro forma income statement. | |
(n) Power purchase contract asset Represents the adjustment to reflect the fair value of Alleghenys below-market power purchase contracts. | ||
(o) Coal contracts Represents the adjustment to reflect the fair value of Alleghenys coal contracts based on the current market prices of expected future coal deliveries ($525 million and $86 million recorded as other assets and liabilities, respectively). | ||
(p) Other liabilities Reflects the fair value of a gas transportation contract ($35 million) and an increase in derivative liabilities, primarily due to reporting reclassifications ($27 million). | ||
(q) Equity Reflects the elimination of Alleghenys historical equity balances and the issuance of 113 million shares of FirstEnergy common stock in the merger. |
9
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
FINANCIAL STATEMENTS (CONTINUED)
(r) Debt In connection with the merger, FirstEnergy assumed all of Alleghenys outstanding debt.
The pro forma adjustments represent the fair value adjustment ($260 million) of Alleghenys debt
based on prevailing market prices as of February 25, 2011, and the elimination of unamortized debt
issuance costs ($36 million) from other assets as of December 31, 2010. We estimate that future
amortization of the fair value adjustment for 2010-2015 will be as follows:
Annual | ||||
Amortization, | ||||
Net of Tax | ||||
20101 |
$ | 54 | ||
2011 |
35 | |||
2012 |
30 | |||
2013 |
18 | |||
2014 |
11 | |||
2015 |
9 |
1 | - Represents annualized 2011 post-merger expense recorded in the pro forma income statement. |
(s) Accumulated deferred income taxes Represents the estimated deferred tax liability, based on
FirstEnergys estimated post-merger composite statutory tax rate of 38%, multiplied by the fair
value adjustments recorded to the assets acquired and liabilities assumed, excluding goodwill. This
estimated tax rate is different from FirstEnergys effective tax rate for the year ended December
31, 2010, which includes other tax charges or benefits, and does not take into account any
historical or possible future tax events that may impact the combined company.
This calculation is partially offset by state unitary tax adjustments of approximately $32 million recorded
on the merger date.
(t) Retirement benefits Reflects the adjustment resulting primarily from
the actuarial valuation of Alleghenys retirement benefit plans measured as of the merger date.
(u) Power purchase contract liability Represents the adjustment to reflect the merger date fair value of above-market
power purchase contracts assumed.
(v) Environmental liabilities Reflects the adjustment to recognize the fair value of
environmental remediation liabilities assumed by FirstEnergy of $5 million.
Reporting Reclassifications and Non-Recurring Costs
Based on the amounts reported in the consolidated statements of income and balance sheets of
FirstEnergy and Allegheny, certain financial line items included in Alleghenys historical
presentation have been reclassified to correspond to FirstEnergys historical presentation. These
reclassifications have no impact on the historical operating income, net income, earnings available
to parent, total assets, liabilities or stockholders equity reported by FirstEnergy or Allegheny.
In addition, based on FirstEnergys review of Alleghenys significant accounting policies
FirstEnergy has reclassified Alleghenys historical results to conform to FirstEnergys
policies.
(w) Adjustment to reclassify approximately $1.4 billion of Alleghenys PJM Interconnection L.L.C (PJM)
charges from revenues to fuel and purchased power expenses to conform to FirstEnergys policy with
respect to netting PJM revenues and charges. These PJM charges were classified within revenues in
Alleghenys historical financial statements.
(x) Adjustment to reflect allocation of a portion of Alleghenys administrative and general costs
to capital projects, to conform with FirstEnergys accounting policy.
10
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
FINANCIAL STATEMENTS (CONTINUED)
(y) Adjustment to exclude transaction costs related to the merger of $105 million incurred during the year
ended December 31, 2010 from the pro forma income statement. Additional estimated transaction costs
related to the merger of $83 million incurred after December 31, 2010, have been shown as a decrease to
retained earnings on an after tax basis to reflect the impact of accounting guidance applicable to business
combinations, which requires that these costs be expensed. Transaction costs have been excluded from the
pro forma income statement as they reflect non-recurring charges directly related to the merger.
(z) Adjustment to reflect the related income tax effect of the reporting reclassifications,
calculated using actual taxes incurred on transaction costs and an estimated 38% rate on
non-transaction costs, approximating statutory income tax rates.