Edgar Filing: FIRSTENERGY CORP

U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON,
D.C. 20549
FORM U-9C-3

QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

For the quarterly period ended March 31, 2004
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FirstEnergy Corp. (File No. 70-09501)
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(Name of Registered Holding Company)

76 South Main Street, Akron, Ohio 44308
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(Address of Principal Executive Offices)

FirstEnergy Corp.

Quarterly Report Pursuant to Rule 58 of
the Public Utility Holding Company Act of 1935

For the quarterly period ended March 31, 2004
---------------

Table of Contents

Item
No. Title Page
---- ------------------------------------------------- ----
1 Organization Chart 1-4

2 Issuances and Renewals of Securities and
Capital Contributions 5

3 Associate Transactions 6-7

4 Summary of Aggregate Investment 8

5 Other Investments 9

6 Financial Statements and Exhibits:

A - Financial Statements 10-11

B - Exhibits 12

C - Certificate of FirstEnergy Corp. 12

Signature 13

Note: All dollar amounts shown in this Form U-9C-3 are expressed in
---- thousands unless otherwise noted.

ITEM 1 - ORGANIZATION CHART

Energy (ERC)
or Gas (GRC) Date of State of Percentage of Voting Nature of
Name of Reporting Company Related Company Organization Organization Securities Held Business
------------------------------------------------ --------------- ------------ ------------ -------------------- --------
FirstEnergy Corp. (a)
-----------------

FirstEnergy Ventures Corp. (b)
Bay Shore Power Company (d) ERC 01/26/1998 Ohio 100.0 (h)
Centerior Energy Services, Inc. (d) ERC 06/01/1994 Ohio 100.0 (i)
Eastroc Technologies, LLC (c) ERC 04/30/1996 Delaware 50.0 ** (j)
Engineered Processes, Ltd. (c) ERC 12/30/1996 Ohio 50.0 ** (j)
Warrenton River Terminal, Ltd. (d) ERC 09/03/1996 Ohio 100.0 (k)

FirstEnergy Facilities Services Group, LLC (b)
Dunbar Mechanical, Inc. (e) ERC 07/16/1956 Ohio 100.0 (g)
Edwards Electrical & Mechanical, Inc. (e) ERC 02/28/1968 Indiana 100.0 (g)
Elliot-Lewis Corporation (e) ERC 05/21/1998 Pennsylvania 100.0 (g)
A.A. Duckett, Inc. ERC 03/01/1973 Delaware 100.0 (g)
Sautter Crane Rental, Inc. ERC 12/10/1991 Pennsylvania 100.0 (l)
E-L Enterprises, Inc.
Modern Air Conditioning, Inc. ERC 04/27/1965 Florida 100.0 (g)
Airdex Air Conditioning Corporation ERC 01/18/1995 Florida 100.0 (g)
R.L. Anderson, Inc. ERC 08/28/1961 Florida 100.0 (g)
L.H. Cranston and Sons, Inc. (e) ERC 01/02/1951 Maryland 100.0 (g)
Roth Bros., Inc. (e) ERC 09/06/1947 Ohio 100.0 (g)
The Hattenbach Company (e) ERC 03/21/1969 Ohio 100.0 (m)
R.P.C. Mechanical, Inc. (e) ERC 04/21/1959 Ohio 100.0 (g)
Spectrum Controls Systems, Inc. (e) ERC 04/18/1988 Ohio 100.0 (g)

FirstEnergy Solutions Corp. (b) ERC 08/08/1997 Ohio 100.0 (n)
FirstEnergy Engineering, Inc. (f) ERC 08/09/1996 Ohio 100.0 (u)

GPU Diversified Holdings, LLC (GPUDH) (b) 08/03/2000 Delaware 100.0 (s)
GPU Solar, Inc. ERC 11/07/1997 New Jersey 50.0 ** (t)
GPU Distributed Power, Inc. * ERC 02/29/2000 Delaware 100.0
Active Power, Inc. ERC 0.006 ** (r)
Ballard Power Systems Inc. ERC (w)
EnviroTech Investment Fund I, LP ERC 9.9 ** (v)
EnerTech Capital Partners II, LP ERC 2.0 ** (v)

* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.

ITEM 1 - ORGANIZATION CHART (Continued)

FirstEnergy Corp. (a) (Continued)
-----------------

Ohio Edison Company (OE) (b)
EnviroTech Investment Fund I, LP (c) ERC 6.0 ** (v)

PowerSpan Corp. (c) ERC 05/01/1997 Delaware 18.63 ** (o)

Kinetic Ventures I, LLC (c) ERC 04/15/1997 Delaware 11.11 ** (p)

Kinetic Ventures II, LLC (c) ERC 12/07/1999 Delaware 14.28 ** (p)

Nth Power Technologies II, LLC (c) ERC 8.2 ** (q)

Utility.com, Inc. (c) * ERC 5.0 ** (n)

Automated Power Exchange, Inc. (c) ERC 1.16 ** (n)

* Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.

ITEM 1 - ORGANIZATION CHART (Continued)

(a) FirstEnergy Corp., a registered holding company, holds securities directly
or indirectly in the energy-related companies set below its name.

(b) These companies are direct wholly owned subsidiaries of FirstEnergy Corp.

(c) FirstEnergy Corp. owns an interest directly or indirectly in these
energy-related companies or venture capital funds set below its name.

(d) These companies are direct wholly owned subsidiaries of FirstEnergy
Ventures Corp.

(e) These companies are direct wholly owned subsidiaries of FirstEnergy
Facilities Services Group, LLC.

(f) This company is direct wholly owned subsidiary of FirstEnergy Solutions
Corp.

(g) This subsidiary provides HVAC equipment installation and services,
facilities management, and energy management.

(h) This subsidiary owns and operates a petroleum coke disposal facility that
will supply steam for the Bay Shore Power Plant and to BP Amoco
Corporation.

(i) This subsidiary provides various consulting services related to energy
management and procurement.

(j) This subsidiary holds the patent on plaster, which is manufactured using
the by-Products of coal-fired generation facilities.

(k) This subsidiary owns facilities for the transloading of bulk materials
(primarily coal) on the Ohio River. The coal is in part used by the
FirstEnergy Operating Companies at various generation facilities.

(l) This subsidiary provides crane rental services.

(m) This subsidiary provides refrigeration sales and services to commercial
entities.

(n) This subsidiary engages in the brokering and marketing of energy
commodities.

(o) This company was formed to utilized advanced technology to reduce emissions
of NOx, SO2 and particulate matter from utility generation facilities.

(p) This venture capital fund is focused on early stage companies involved in
energy-related field and technology. (q) This venture capital fund is
focused on emerging technologies in the global energy industry. (r) This
company is a developer of flywheel energy storage system for use in
uninterruptible power supply and other power quality applications.

(s) This energy-related company holds securities directly in the energy-related
company set below its name. (t) This subsidiary is involved in the
development and commercialization of photovoltaics. (u) This subsidiary
provides engineering services.

(v) An investment fund which invests in energy-related technology. GPUDH owns a
9.89% interest and OE owns a 6% interest.

(w) GPU Diversified Holdings LLC owns 1,366,062 shares of Ballard Power Systems
Inc. (BPS) common stocks. BPS develops stationary fuel cell systems.

ITEM 1 - ORGANIZATION CHART (Continued)

Narrative Description of Activities for Reporting Period
--------------------------------------------------------

None.

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

Type of Principal Company to Collateral Consideration
Security Amount of Issue or Cost of whom Security Given with Received
Company Issuing Security Issued Security Renewal Capital was Issued Security for Each Security
------------------------ ----------- ------------- -------- ------- ---------------- ------------ --------------------

None.

Company Contributing Company Receiving Amount of Capital
Capital Capital Contribution
---------------------------- ---------------------------- ------------------

FirstEnergy Corp. PowerSpan Corp. $2,460

Note: The information provided in Item 2 presents the activities of the reporting period only.
----

ITEM 3 - ASSOCIATE TRANSACTIONS

Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies

Total
Amount
Reporting Company Rendering Services Associate Company Receiving Services Types of Services Rendered Billed
------------------------------------ ------------------------------------ -------------------------- ------

Bay Shore Power Company FirstEnergy Generation Corp. Sale of steam

Centerior Energy Services, Inc. FirstEnergy Solutions Corp. Energy consulting services

Dunbar Mechanical, Inc. FirstEnergy Generation Corp. HVAC services

Dunbar Mechanical, Inc. FirstEnergy Nuclear Operating Company HVAC services

Dunbar Mechanical, Inc. The Toledo Edison Company HVAC services

Elliot-Lewis Corporation Jersey Central Power & Light Company HVAC services

Elliot-Lewis Corporation Metropolitan Edison Company HVAC services

Roth Bros., Inc. FirstEnergy Generation Corp. HVAC services

Roth Bros., Inc. FirstEnergy Nuclear Operating Company HVAC services

Roth Bros., Inc. FirstEnergy Solutions Corp. HVAC services

Roth Bros., Inc. Cleveland Electric Illuminating Company HVAC services

Sautter Crane Rental, Inc. Metropolitan Edison Company Crane rental

Sautter Crane Rental, Inc. Jersey Central Power & Light Company Crane rental

Warrenton River Terminal, Ltd. FirstEnergy Generation Corp. Loading, unloading and
storage of coal and petcoke

Note: The information provided in Item 3 represents the activities of the reporting period only. The amounts required under
---- the caption "Total Amount Billed" are being filed pursuant to request for confidential treatment.

ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)

Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies

FirstEnergy Service Company GPU Diversified Holdings LLC Legal and certain general
and administrative services

FirstEnergy Generation Corp. Bay Shore Power Company Sale of fuel oil

FirstEnergy Generation Corp. Bay Shore Power Company Plant operation & maintenance
services

FirstEnergy Service Company FirstEnergy Solutions Corp. General and administrative services

ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

Investments in energy-related companies:

Total average consolidated capitalization as of March 31, 2004* $21,037,070 Line 1
---------------
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 3,155,561 Line 2
Greater of $50 million or line 2 $3,155,561 Line 3

Total current aggregate investment:
(categorized by major line of energy-related business)
Development and commercialization of photovoltaics (Category II) 6,984
Production, conversion, sale and distribution of thermal energy
products (Category VI) 29,063
Sale of technical, operational, management, and other services
related to HVAC, refrigeration systems (Category VII) 4,295
Fuel transportation, handling and storage facilities (Category IX) 50
---------

Total current aggregate investment 40,392 Line 4
----------

Difference between the greater of $50 million or 15% of capitalization
and the total aggregate investment of the registered holding company
system (line 3 less line 4) $3,115,169 Line 5
==========

Note: The caption "Total average consolidated capitalization" includes total common equity, preferred equity (including amounts
due within one year), long-term debt (including amounts due within one year) and short-term debt.

The caption "Total current aggregate investment" includes all amounts invested or committed to be invested in
energy-related companies on or after the date of effectiveness of Rule 58 (March 24, 1997), or after FirstEnergy Corp.
registered as a holding company (November 7, 2001) for which there is recourse, directly or indirectly, to FirstEnergy
Corp. or any subsidiary company thereof. The amounts do not include purchase accounting adjustments.

* Total capitalization amounts for March 2003 have been revised to reflect restatements in FirstEnergy's Amendment No.1 of March
2003 Form 10-Q.

ITEM 5 - OTHER INVESTMENTS

Aggregate Investment as Change in Investments During Reason for Change
Major Line of Energy-Related Business of December 31, 2003 Reporting Period in Investments
------------------------------------- ----------------------- ----------------------------- ---------------------

Energy management services (Category I) $ 1,766 (1) - No change.

Development and commercialization of 57,007 (2) $2,460 In the first quarter
electrotechnologies (Category II) of 2004, FirstEnergy
made $2,460 thousand
capital contribution
to PowerSpan Corp.

Energy services and retail energy sales (Category V) 18,158 (3) - No change.

Production, conversion, sale and distribution of 70,913 (4) - No change.
thermal energy products (Category VI)

Sale of technical, operational, management, and 191,115 (5) - No change.
other services related to HVAC, refrigeration
systems (Category VII)

Fuel transportation, handling and storage 4,959 (6) - No change.
facilities (Category IX)

Development and commercialization of technologies 46 (7) - No change.
that utilize coal waste by-products (Category X)

(1) Includes $1,766 that was invested in energy-related companies, prior to FirstEnergy Corp. registered as a holding company
(November 7, 2001).
(2) Includes $52,483 that was invested in energy-related companies, prior to FirstEnergy Corp. registered as a holding company
(November 7, 2001).
(3) Includes $18,158 that was invested in energy-related companies, prior to FirstEnergy Corp. registered as a holding company
(November 7, 2001).
(4) Includes $41,850 that was invested in energy-related companies, prior to FirstEnergy Corp. registered as a holding company
(November 7, 2001).
(5) Includes $186,820 that was invested in energy-related companies, prior to FirstEnergy Corp. registered as a holding company
(November 7, 2001).
(6) Includes $4,909 that was invested in energy-related companies, prior to FirstEnergy Corp. registered as a holding company
(November 7, 2001).
(7) Includes $46 that was invested in energy-related companies, prior to FirstEnergy Corp. registered as a holding company
(November 7, 2001).

ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

A. Financial Statements
--------------------

A-1 Financial statements of FirstEnergy Solutions Corp for the quarter ended
March 31, 2004.

A-2 Financial statements of GPU Diversified Holdings LLC for the quarter
ended March 31, 2004.

A-3 Financial statements of Bay Shore Power Company for the quarter ended
March 31, 2004. - filed pursuant to request for confidential treatment.

A-4 Financial statements of Centerior Energy Services, Inc for the quarter
ended March 31, 2004. - filed pursuant to request for confidential
treatment.

A-5 Financial statements of Warrenton River Terminal, Ltd. for the quarter
ended March 31, 2004. - filed pursuant to request for confidential
treatment.

A-6 Financial statements of Dunbar Mechanical, Inc for the quarter ended
March 31, 2004. - filed pursuant to request for confidential treatment.

A-7 Financial statements of Edwards Electrical & Mechanical, Inc for the
quarter ended March 31, 2004. - filed pursuant to request for
confidential treatment.

A-8 Financial statements of Elliot-Lewis Corporation for the quarter ended
March 31, 2004. - filed pursuant to request for confidential treatment.

A-9 Financial statements of L.H. Cranston and Sons, Inc. for the quarter
ended March 31, 2004. - filed pursuant to request for confidential
treatment.

A-10 Financial statements of Roth Bros., Inc. for the quarter ended March 31,
2004. - filed pursuant to request for confidential treatment.

A-11 Financial statements of The Hattenbach Company for the quarter ended
March 31, 2004. - filed pursuant to request for confidential treatment.

A-12 Financial statements of R.P.C. Mechanical, Inc. for the quarter ended
March 31, 2004. - filed pursuant to request for confidential treatment.

ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)

A. Financial Statements (Continued)
--------------------

A-13 Financial statements of Spectrum Controls Systems, Inc. for the quarter
ended March 31, 2004. - filed pursuant to request for confidential
treatment.

A-14 Financial statements of GPU Solar, Inc. for the quarter ended March 31,
2004. - filed pursuant to request for confidential treatment.

ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)

B. Exhibits
--------

Contracts Required by Item 3
----------------------------

B-1 Stockholders Agreement made and entered into as of January 7, 1998 by
and among GPU International, Inc., AstroPower, Inc. and GPU Solar, Inc.
(in connection with the sale of GPU International, Inc. on December 22,
2000, the Stockholders Agreement was amended such that GPU
International, Inc. transferred its interest in GPU Solar, Inc. and its
rights and responsibilities under the Stockholders Agreement to GPU
Diversified Holdings LLC) - incorporated by reference to Exhibit B-12 to
GPU's Quarterly Report on Form U-9C-3 for the period ended December 31,
2000.

B-2 Amendment No. 1 to Stockholders Agreement made and entered into as of
December 1, 2000 by and among GPU International, Inc., AstroPower, Inc.,
GPU Diversified Holdings LLC and GPU Solar, Inc. (this amendment
essentially transferred GPU International, Inc.'s interest in GPU Solar,
Inc. and its rights and responsibilities under the Stockholders
Agreement to GPU Diversified Holdings LLC) - incorporated by reference
to Exhibit B-13 to GPU's Quarterly Report on Form U-9C-3 for the period
ended December 31, 2000.

B-3 Contract between FirstEnergy Service Company and GPU Diversified
Holdings LLC to provide legal and certain general and administrative
services - incorporated by reference to Exhibit B-3 to FirstEnergy's
Quarterly Report on Form U-9C-3 for the period ended September 30, 2003.

B-4 Contract between FirstEnergy Service Company and FirstEnergy Solutions
Corp. to provide legal and certain general and administrative services -
incorporated by reference to Exhibit B-4 to FirstEnergy's Quarterly
Report on Form U-9C-3 for the period ended September 30, 2003.

Note: Services rendered by all other FirstEnergy energy related companies to
their associate companies are provided pursuant to written and oral
contracts.

C. Certificate of FirstEnergy Corp.
-------------------------------

SIGNATURE

The undersigned registered holding company has duly caused this
quarterly report to be signed on its behalf by the undersigned officer thereunto
duly authorized pursuant to the requirements of the Public Utility Holding
Company Act of 1935.

FIRSTENERGY CORP.

May 27, 2004
By: /s/ Harvey L. Wagner
-----------------------------------
Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
(Principal Accounting Officer)