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, 2002
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FirstEnergy Corp. (File No. 70-09501)
--------------------------------------------
(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, 2002
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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.
*** Ownership of FirstEnergy Engineering, Inc. transferred to FirstEnergy Solutions Corp. on January 15, 2002.

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.

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.

ITEM 1 - ORGANIZATION CHART (Continued)

Narrative Description of Activities for Reporting Period

On November 7, 2001, FirstEnergy Corp. (FirstEnergy) filed with the
SEC a Notification of Registration on Form U-5A. On February 7, 2002,
FirstEnergy filed a Registration Statement on Form U-5B (as amended on Form
U-5B/A filed May 14, 2002), thereby registering as a holding company
pursuant to the provisions of Section 5(a) under the 1935 Act. All the
FirstEnergy's subsidiaries on Item 1, investments in energy related
companies, were made by FirstEnergy prior to its registration under the
Act. On August 31, 2001, FirstEnergy filed Amendment No. 3, Form U-1
Application that requested Commission grant the treatment to exclude the
existing investments from the calculation of aggregate investment under
Rule 58.

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. Warrenton River Terminal, Ltd. $ 50
FirstEnergy Corp. Dunbar Mechanical, Inc. 980

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
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

OES Fuel, Inc. Ohio Edison Company Leasing of nuclear fuel xxx

OES Fuel, Inc. Pennsylvania Power Company Leasing of nuclear fuel xxx

Bay Shore Power Company FirstEnergy Generation Corp. Sale of steam xxx

Bay Shore Power Company FirstEnergy Generation Corp. Sale of petcoke 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. Ohio Edison Company HVAC services xxx

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
------------------ --------------------------- -------------------------- ------

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

ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)

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

Total

Associate Company Reporting 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 Solutions 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

ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

Investments in energy-related companies:

Total average consolidated capitalization as of March 31, 2002 $17,228,993 Line 1
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 2,584,349 Line 2
Greater of $50 million or line 2 $2,584,349 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
Sale of technical, operational, management, and other services
related to HVAC, refrigeration systems (Category VII) 980
Fuel transportation, handling and storage facilities (Category IX) 50
---------

Total current aggregate investment 28,490 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) $2,555,859 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.

ITEM 5 - OTHER INVESTMENTS

Aggregate Investment as of Change in Investments Reason for Change
Major Line of Energy-Related Business December 31, 2001 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) - No change.
distribution of thermal energy
products (Category VI)

Sale of technical, operational, 246,618 (5) 980 In the first quarter of 2002,
management, and other services FirstEnergy Corp. made equity
related to HVAC, refrigeration contribution of $980 thousand
systems (Category VII) to Dunbar Mechanical, Inc.

Fuel transportation, handling 4,909 (6) 50 In the first quarter of 2002,
and storage facilities FirstEnergy Corp. made equity
(Category IX) contribution of $50 thousand
to Warrenton River Terminal,
Ltd.

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).

ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

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

A-1 Financial statements of FirstEnergy Solutions Corp. for the quarter
ended March 31, 2002.

A-2 Financial statements of GPU Advanced Resources, Inc. for the quarter
ended March 31, 2002.

A-3 Financial statements of GPU Diversified Holdings LLC for the quarter
ended March 31, 2002.

A-4 Financial statements of OES Fuel, Inc. for the quarter ended March
31, 2002. - filed pursuant to request for confidential treatment.

A-5 Financial statements of Bay Shore Power Company for the quarter ended
March 31, 2002. - filed pursuant to request for confidential treatment.

A-6 Financial statements of Centerior Energy Services, Inc. for the
quarter ended March 31, 2002. - filed pursuant to request for
confidential treatment.

A-7 Financial statements of Warrenton River Terminal, Ltd. for the
quarter ended March 31, 2002. - filed pursuant to request for
confidential treatment.

A-8 Financial statements of Ancoma, Inc. for the quarter ended March 31,
2002. - filed pursuant to request for confidential treatment.

A-9 Financial statements of Colonial Mechanical Corporation for the quarter
ended March 31, 2002. - filed pursuant to request for confidential
treatment.

A-10 Financial statements of Dunbar Mechanical, Inc. for the quarter
ended March 31, 2002. - filed pursuant to request for confidential
treatment.

A-11 Financial statements of Edwards Electrical & Mechanical, Inc. for
the quarter ended March 31, 2002. - filed pursuant to request for
confidential treatment.

A-12 Financial statements of Elliot-Lewis Corporation for the quarter ended
March 31, 2002. - filed pursuant to request for confidential treatment.

A-13 Financial statements of L.H. Cranston and Sons, Inc. for the quarter
ended March 31, 2002. - filed pursuant to request for confidential
treatment.

A-14 Financial statements of Roth Bros., Inc. for the quarter ended March
31, 2002. - filed pursuant to request for confidential treatment.

A-15 Financial statements of The Hattenback Company for the quarter ended
March 31, 2002. - filed pursuant to request for confidential treatment.

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 March 31, 2002. - filed pursuant to request for confidential
treatment.

A-17 Financial statements of Spectrum Controls Systems, Inc. for the
quarter ended March 31, 2002. - filed pursuant to request for
confidential treatment.

A-18 Financial statements of Webb Technologies, Inc. for the quarter
ended March 31, 2002. - filed pursuant to request for confidential
treatment.

A-19 Financial statements of Penn Power Energy, Inc. for the quarter
ended March 31, 2002. - filed pursuant to request for confidential
treatment.

A-20 Financial statements of GPU Solar, Inc. for the quarter ended March
31, 2002. - filed pursuant to request for confidential treatment.

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.
--------------------------------

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 30, 2002
By: /s/ Harvey L. Wagner
-------------------------------------
Harvey L. Wagner
Vice President and Controller
(Principal Accounting Officer)