-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HAYCcWApLMwrTgJptPViwmEGP8tK9xxhVYOXpUY2k26NULP9PcAzlNKJ7eFA4Gug WWwtkKQD1nu/6Uw2a6B96g== 0001031296-02-000167.txt : 20020828 0001031296-02-000167.hdr.sgml : 20020828 20020828143030 ACCESSION NUMBER: 0001031296-02-000167 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020828 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: U-9C-3 SEC ACT: 1935 Act SEC FILE NUMBER: 074-00058 FILM NUMBER: 02751000 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 U-9C-3 1 fe_u9c3.txt QUARTERLY PERIOD ENDED JUNE 30, 2002 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 June 30, 2002 ------------- FirstEnergy Corp. (File No. 70-09501) --------------------------------------- (Name of Registered Holding Company) 76 South Main Street, Akron, Ohio 44308 --------------------------------------- (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 June 30, 2002 -------------- 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 6-8 4 Summary of Aggregate Investment 9 5 Other Investments 10 6 Financial Statements and Exhibits: A - Financial Statements 11-12 B - Exhibits 13 C - Certificate of FirstEnergy Corp. 13 Signature 14 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) - ----------------- Ohio Edison Company (b) OES Fuel, Inc. (d) ERC 12/16/1988 Ohio 100.0% (h) FirstEnergy Ventures Corp. (b) Bay Shore Power Company (e) ERC 01/26/1998 Ohio 100.0 (j) Centerior Energy Services, Inc. (e) ERC 06/01/1994 Ohio 100.0 (k) Eastroc Technologies, LLC (c) ERC 04/30/1996 Delaware 50.0 ** (l) Engineered Processes, Ltd. (c) ERC 12/30/1996 Ohio 50.0 ** (l) Warrenton River Terminal, Ltd. (e) ERC 09/03/1996 Ohio 100.0 (m) FirstEnergy Facilities Services Group, LLC (b) Ancoma, Inc. (f) ERC 04/20/1953 New York 100.0 (i) Colonial Mechanical Corporation (f) ERC 03/30/1972 Virginia 100.0 (i) Dunbar Mechanical, Inc. (f) ERC 07/16/1956 Ohio 100.0 (i) Edwards Electrical & Mechanical, Inc. (f) ERC 02/28/1968 Indiana 100.0 (i) Elliot-Lewis Corporation (f) ERC 04/01/1948 Pennsylvania 100.0 (i) A.A. Duckett, Inc. ERC 03/01/1973 Delaware 100.0 (i) Sautter Crane Rental, Inc. ERC 12/10/1991 Pennsylvania 100.0 (n) E-L Enterprises, Inc. Modern Air Conditioning, Inc. ERC 04/27/1965 Florida 100.0 (i) Airdex Air Conditioning Corporation ERC 01/18/1995 Florida 100.0 (i) R.L. Anderson, Inc. ERC 08/28/1961 Florida 100.0 (i) L.H. Cranston and Sons, Inc. (f) ERC 01/02/1951 Maryland 100.0 (i) Roth Bros., Inc. (f) ERC 09/06/1947 Ohio 100.0 (i) The Hattenbach Company (f) ERC 03/21/1969 Ohio 100.0 (o) R.P.C. Mechanical, Inc. (f) ERC 04/21/1959 Ohio 100.0 (i) Spectrum Controls Systems, Inc. (f) ERC 04/18/1988 Ohio 100.0 (i) Webb Technologies, Inc. (f) ERC 11/03/1976 Virginia 100.0 (i) FirstEnergy Solutions Corp. (b) ERC 08/08/1997 Ohio 100.0 (p) Penn Power Energy, Inc. (g) ERC 09/01/1997 Pennsylvania 100.0 (p) FirstEnergy Engineering, Inc. (g) ERC 08/09/1996 Ohio 100.0 (y) GPU Advanced Resources, Inc. (b) ERC 09/13/1996 Delaware 100.0 (v) GPU Diversified Holdings, LLC (b) ERC 08/03/2000 Delaware 100.0 (w) GPU Solar, Inc. ERC 11/07/1997 New Jersey 50.0 (x) GPU Distributed Power, Inc. * ERC 02/29/2000 Delaware 100.0 * Inactive ** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp. 1
ITEM 1 - ORGANIZATION CHART (Continued)
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) (Continued) - ----------------- The Alliance Participants Administrative and Startup Activities Company, LLC (c) ERC 12/22/2000 Delaware 10.0% ** (q) PowerSpan Corp. (c) ERC 05/01/1997 Delaware 18.63 ** (r) Kinetic Ventures I, LLC (c) ERC 04/15/1997 Delaware 11.11 ** (s) Kinetic Ventures II, LLC (c) ERC 12/07/1999 Delaware 14.28 ** (s) Nth Power Technologies II, LLC (c) ERC 8.2 ** (t) Active Power, Inc. (c) ERC 0.006 ** (u) Utility.com, Inc. (c) * ERC 5.0 ** (p) Automated Power Exchange, Inc. (c) ERC 1.16 ** (p) * Inactive ** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp. 2
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) This company is direct wholly owned subsidiary of Ohio Edison Company. (e) These companies are direct wholly owned subsidiaries of FirstEnergy Ventures Corp. (f) These companies are direct wholly owned subsidiaries of FirstEnergy Facilities Services Group, LLC. (g) This company is direct wholly owned subsidiary of FirstEnergy Solutions Corp. (h) This subsidiary finances and manages fuel inventories. (i) This subsidiary provides HVAC equipment installation and services, facilities management, and energy management. (j) 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. (k) This subsidiary provides various consulting services related to energy management and procurement. (l) This subsidiary holds the patent on plaster, which is manufactured using the by-Products of coal-fired generation facilities. (m) 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. (n) This subsidiary provides crane rental services. (o) This subsidiary provides refrigeration sales and services to commercial entities. (p) This subsidiary engages in the brokering and marketing of energy commodities. (q) This entity was created to manage the financial and other affairs of the ten members of the Alliance Regional Transmission Organization. (r) This company was formed to utilized advanced technology to reduce emissions of NOx, SO2 and particulate matter from utility generation facilities. (s) This venture capital fund is focus on early stage companies involved in energy-related fields and technology. (t) This venture capital fund is focus on emerging technologies in the global energy industry. (u) This company is a developer of flywheel energy storage system for use in uninterruptible power supply and other power quality applications. (v) This subsidiary was formed to engage in energy services and retail energy sales. (w) This energy-related company holds securities directly in the energy-related company set below its name. (x) This subsidiary is involved in the development and commercialization of photovoltaics. (y) This subsidiary provides engineering services. 3 ITEM 1 - ORGANIZATION CHART (Continued) Narrative Description of Activities for Reporting Period None. 4 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. Bay Shore Power Company $16,400 FirstEnergy Corp. Webb Technologies,Inc. 830 Note: The information provided in Item 2 presents the activities of the - ---- reporting period only. 5
ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies
Total Reporting Company Associate Company Amount Rendering Services Receiving Services Types of Services Rendered Billed - ----------------------------- ------------------------------------ ---------------------------- -------- Warrenton River Terminal, Ltd. FirstEnergy Solutions Corp. Loading, unloading and storage $ xxx of petcoke Warrenton River Terminal, Ltd. FirstEnergy Generation Corp. Loading, unloading and storage xxx of coal Centerior Energy Services, Inc. FirstEnergy Solutions Corp. Energy consulting services xxx Bay Shore Power Company FirstEnergy Generation Corp. Sale of steam xxx Dunbar Mechanical, Inc. FirstEnergy Generation Corp. HVAC equipment installation xxx and services Dunbar Mechanical, Inc. The Toledo Edison Company HVAC services xxx Dunbar Mechanical, Inc. FirstEnergy Nuclear Operating Company HVAC services xxx Roth Bros., Inc. Ohio Edison Company HVAC services xxx Roth Bros., Inc. FirstEnergy Properties, Inc. HVAC services xxx Roth Bros., Inc. FirstEnergy Nuclear Operating Company HVAC services xxx Roth Bros., Inc. The Cleveland Electric Illuminating Co. HVAC services xxx Roth Bros., Inc. FirstEnergy Generation Corp. HVAC services xxx FirstEnergy Solutions Corp. Ohio Edison Company Sale of natural gas xxx 6
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued) Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies (Continued)
Total Reporting Company Associate Company Amount Rendering Services Receiving Services Types of Services Rendered Billed - ----------------------------- ------------------------------------ ---------------------------- -------- FirstEnergy Solutions Corp. Pennsylvania Power Company Sale of natural gas xxx FirstEnergy Solutions Corp. The Toledo Edison Company Sale of natural gas xxx Note: The information provided in Item 3 presents 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. 7
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued) Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies
Total Reporting Company Associate Company Amount Rendering Services Receiving Services Types of Services Rendered Billed - ----------------------------- ------------------------------------ ---------------------------- -------- GPU Service, Inc. GPU Diversified Holdings LLC Legal and certain general and $ xxx administrative services for GPU Diversified Holdings LLC GPU Service, Inc. GPU Advanced Resources, Inc. Legal and certain general and xxx administrative services for GPU Advanced Resources, Inc. FirstEnergy Service Co. Warrenton River Terminal, Ltd. General and administrative services xxx FirstEnergy Service Co. Bay Shore Power Company General and administrative services xxx FirstEnergy Generation Co. Bay Shore Power Company Sale of emission allowances xxx FirstEnergy Generation Co. Bay Shore Power Company Sale of fuel oil xxx FirstEnergy Generation Co. Bay Shore Power Company Plant operation & maintenance xxx services Note: The information provided in Item 3 presents 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. 8
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies: Total average consolidated capitalization as of June 30, 2002 $19,224,158 Line 1 Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 2,883,624 Line 2 Greater of $50 million or line 2 $2,883,624 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) Development and commercialization of photovoltaics (Category II) 1,560 Energy services and retail energy sales (Category V) 25,900 Production, conversion, sale and distribution of thermal energy products (Category VI) 16,400 Sale of technical, operational, management, and other services related to HVAC, refrigeration systems (Category VII) 1,810 Fuel transportation, handling and storage facilities (Category IX) 50 --------- Total current aggregate investment 45,720 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) $2,837,904 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. 9
ITEM 5 - OTHER INVESTMENTS
Aggregate Investment as of Change in Investments Reason for Change Major Line of Energy-Related Business March 31, 2002 During Reporting Period in Investments - ------------------------------------- -------------------------- ----------------------- ----------------- Energy management services (Category I) $ 18,766 (1) $ - No change. Development and commercialization of 29,480 (2) - No change. electrotechnologies (Category II) Energy services and retail energy 44,058 (3) - No change. sales (Category V) Production, conversion, sale and 41,850 (4) 16,400 In the second quarter of 2002, distribution of thermal energy FirstEnergy Corp. made equity products (Category VI) contribution of $16.4 million to Bay Shore Power Company. Sale of technical, operational, 247,598 (5) 830 In the second quarter of 2002, management, and other services FirstEnergy Corp. made equity related to HVAC, refrigeration contribution of $830 thousand systems (Category VII) to Webb Technologies, Inc. Fuel transportation, handling 4,959 (6) - No change. and storage facilities (Category IX) Development and commercialization of 46 (7) - No change. technologies that utilize coal waste by-products (Category X) (1) Includes $18,766 that was invested in energy-related companies, prior to FirstEnergy Corp. registered as a holding company (November 7, 2001). (2) Includes $27,920 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 $246,618 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). 10
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements -------------------- A-1 Financial statements of FirstEnergy Solutions Corp. for the quarter ended June 30, 2002. A-2 Financial statements of GPU Advanced Resources, Inc. for the quarter ended June 30, 2002. A-3 Financial statements of GPU Diversified Holdings LLC for the quarter ended June 30, 2002. A-4 Financial statements of OES Fuel, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-5 Financial statements of Bay Shore Power Company for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-6 Financial statements of Centerior Energy Services, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-7 Financial statements of Warrenton River Terminal, Ltd. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-8 Financial statements of Ancoma, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-9 Financial statements of Colonial Mechanical Corporation for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-10 Financial statements of Dunbar Mechanical, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-11 Financial statements of Edwards Electrical & Mechanical, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-12 Financial statements of Elliot-Lewis Corporation for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-13 Financial statements of L.H. Cranston and Sons, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-14 Financial statements of Roth Bros., Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-15 Financial statements of The Hattenback Company for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. 11 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued) A. Financial Statements (Continued) -------------------- A-16 Financial statements of R.P.C. Mechanical, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-17 Financial statements of Spectrum Controls Systems, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-18 Financial statements of Webb Technologies, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-19 Financial statements of Penn Power Energy, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. A-20 Financial statements of GPU Solar, Inc. for the quarter ended June 30, 2002. - filed pursuant to request for confidential treatment. 12 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued) B. Exhibits -------- Contracts Required by Item 3 ---------------------------- B-1 Contract between GPU Service, Inc. and GPU Advanced Resources, Inc. to provide legal and certain general and administrative services - incorporated by reference to Exhibit B-13 to GPU's Quarterly Report on Form U-9C-3 for the period ended December 31, 1997. B-2 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-3 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-4 Contract between GPU Service, Inc. and GPU Diversified Holdings LLC to provide legal and certain general and administrative services. - incorporated by reference to Exhibit B-4 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 2001. Note: Services rendered by Dunbar Mechanical, Inc. and Roth Bros., Inc. to their associate companies are provided pursuant to purchase order contracts. C. Certificate of FirstEnergy Corp. -------------------------------- 13 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. August 28, 2002 By: /s/ Harvey L. Wagner ------------------------------------- Harvey L. Wagner Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) 14 EX-99 3 fe_u9c3-exhindx.txt EXHIBIT INDEX Index of Financial Statements and Exhibits to be Filed in EDGAR --------------------------------------------------------------- A-1 Financial statements of FirstEnergy Solutions Corp. for the quarter ended June 30, 2002. A-2 Financial statements of GPU Advanced Resources, Inc. for the quarter ended June 30, 2002. A-3 Financial statements of GPU Diversified Holdings LLC for the quarter ended June 30, 2002. C Certificate of FirstEnergy Corp. EX-99 4 fe_u9c3-exha1.txt EXHIBIT A-1 Exhibit A-1 FIRSTENERGY SOLUTIONS CORP. Balance Sheet June 30, 2002 ------------------------------ (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 20,277 Receivables: Customers 172,840 Associated companies 139,673 Other 10,958 Notes receivable from associated companies - Material and supplies 12,719 Prepayments and other 26,971 -------- 383,438 -------- PROPERTY, PLANT AND EQUIPMENT: In service 9,849 Less: Accumulated provision for depreciation 3,383 -------- 6,466 Construction work in progress 330 -------- 6,796 -------- INVESTMENTS: Pension investments 709 Other 27,176 -------- 27,885 -------- DEFERRED CHARGES: Goodwill 23,974 Other 19,792 -------- 43,766 -------- TOTAL ASSETS $ 461,885 ======== LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES: Notes payable to associated companies $ 177,814 Accounts payable Other 123,814 Associated companies 253,341 Accrued taxes 1,338 Accrued interest - Other 34,128 -------- 590,435 -------- CAPITALIZATION: Common stockholders' equity (130,045) Long-term debt - -------- (130,045) -------- DEFERRED CREDITS: Accumulated deferred income taxes (23,835) Accumulated deferred investment tax credits - Other postretirement benefits 4,465 Other 20,865 -------- 1,495 -------- TOTAL LIABILITIES & CAPITALIZATION $ 461,885 ======== Exhibit A-1 FIRSTENERGY SOLUTIONS CORP. Statement of Income --------------------------- (Unaudited) Three Months Six Months Ended Ended June 30,2002 June 30, 2002 ------------ ------------- REVENUES $ 907,695 $ 1,645,535 EXPENSES: Fuel, purchased power and gas 789,348 1,590,611 Other operating expenses 40,974 110,283 Provision for depreciation and amortization 503 1,010 General taxes 636 2,087 -------- ---------- Total expenses 831,461 1,703,991 -------- ---------- EQUITY IN SUBSIDIARY EARNINGS 7,938 19,339 -------- ---------- INCOME/(LOSS) BEFORE INTEREST & INCOME TAXES (15,828) (39,117) NET INTEREST CHARGES: Interest expenses 1,426 3,679 Capitalized interest (17) (32) -------- --------- Net interest charges 1,409 3,647 -------- --------- INCOME TAXES (10,048) (25,152) -------- --------- NET INCOME/(LOSS) $ (7,189) $ (17,612) ======== ========= EX-99 5 fe_u9c3-exha2.txt EXHIBIT A-2 Exhibit A-2 GPU ADVANCED RESOURCES, INC. Balance Sheet June 30, 2002 ---------------------------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1 Receivables: Customers - Associated companies 3 Other 412 Notes receivable from associated companies 13,481 Prepayments and other - -------- 13,897 -------- OTHER INVESTMENTS 21 -------- TOTAL ASSETS $ 13,918 ======== LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES: Accounts payable Other $ 692 Associated companies 90 Accrued taxes 73 Accrued interest - Other 37 -------- 892 -------- CAPITALIZATION: Common stockholders' equity 12,792 Long-term debt - -------- 12,792 -------- DEFERRED CREDITS: Accumulated deferred income taxes 84 Other 150 -------- 234 -------- TOTAL LIABILITIES & CAPITALIZATION $ 13,918 ======== Exhibit A-2 GPU ADVANCED RESOURCES, INC. Statement of Income ---------------------------- (Unaudited) Three Months Six Months Ended Ended June 30,2002 June 30, 2002 ------------ ------------- REVENUES $ 98 $ 409 EXPENSES: Purchased power (21) 115 Other operating expenses 238 300 Provision for depreciation - 2 General taxes - - -------- ---------- Total expenses 217 417 -------- --------- INCOME/(LOSS) BEFORE INTEREST & INCOME TAXES (119) (8) NET INTEREST CHARGES: Interest expenses 1 1 Capitalized interest - - -------- -------- Net interest charges 1 1 -------- -------- - INCOME TAXES (42) (3) -------- -------- NET INCOME/(LOSS) $ (78) $ (6) ======== ======== EX-99 6 fe_u9c3-exha3.txt EXHIBIT A-3 Exhibit A-3 GPU DIVERSIFIED HOLDINGS LLC Balance Sheet June 30, 2002 ----------------------------- (Unaudited) Assets Current assets: Cash and temporary cash investments $ 62 Accounts receivable 285 -------- Total current assets 347 -------- Other property and investments 26,103 -------- Total Assets $ 26,450 ======== Liabilities & Stockholder's Equity Current liabilities: Accounts payable $ - Taxes accrued (72) -------- Total current liabilities (72) -------- Deferred credits and other liabilities 4 -------- Stockholder's equity: Common stock & capital surplus 26,777 Retained earnings (109) Accumulated other comprehensive income (150) -------- Total stockholder's equity 26,518 -------- Total Liabilities & Stockholder's Equity $ 26,450 ======== Exhibit A-3 GPU DIVERSIFIED HOLDINGS LLC Statement of Income (Unaudited) Three Months Six Months Ended Ended June 30,2002 June 30, 2002 ------------ ------------- Operating Revenues $ - $ - Operating Expenses 17 48 ------- ------ Operating Loss (17) (48) Other Income and Expenses, Net ( 2) (18) ------- ------ Income/(Loss) Before Income Taxes (19) (66) Income taxes (6) (24) ------- ------ Net Income/(Loss) $ (13) $ (42) ======= ====== EX-99 7 fe_u9c3-exhc.txt EXHIBIT C Exhibit C FirstEnergy Corp. 76 South Main Street, Akron, Ohio 44308 Certificate ----------- Pursuant to the requirements of Rule 58 of the Public Utility Holding Company Act of 1935, the undersigned certifies that: A copy of quarterly report on Form U-9C-3, for the period ended March 31, 2002, was filed with the state commissions having jurisdiction over the electric retail rates of the company's public utility subsidiary companies. The names and addresses of these state commissions are as follows: New Jersey Division of Energy Board of Public Utilities Two Gateway Center Newark, NJ 07102 Commonwealth of Pennsylvania* Public Utility Commission P.O. Box 3265 Harrisburg, PA 17105-3265 The Public Utilities Commission of Ohio* 180 E. Board Street Columbus, Ohio 43215-3793 * A conformed copy of the publicly available report was filed with the Pennsylvania Public Utility Commission and The Public Utilities Commission of Ohio. FirstEnergy Corp. August 28, 2002 By: /s/ Harvey L. Wagner ------------------------------------- Harvey L. Wagner Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) Note: Pennsylvania Electric Company (Penelec) is also subject to retail rate - ---- regulation by the New York Public Service Commission with respect to retail service to approximately 3,700 customers in Waverly, New York served by Waverly Electric Power & Light Company, a Penelec subsidiary. Waverly Electric's revenues are immaterial, accounting for less than 1% of Penelec's total operating revenues. -----END PRIVACY-ENHANCED MESSAGE-----