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 December 31, 2001
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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 December 31, 2001
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Table of Contents
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Item
No. Title Page
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1 Organization Chart 1
2 Issuances and Renewals of Securities and
Capital Contributions 2
3 Associate Transactions 3
4 Summary of Aggregate Investment 5
5 Other Investments 6
6 Financial Statements and Exhibits:
A - Financial Statements 7
B - Exhibits 7
C - Certificate of FirstEnergy Corp. 7
Signature 8
Note: All dollar amounts shown in this Form U-9C-3 are expressed in
thousands except for the amounts presented in the financial
statements (Exhibit A), which are expressed in whole dollars.
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)
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GPU Advanced Resources, Inc. (b) ERC 09/13/96 Delaware 100.0% (c)
GPU Diversified Holdings LLC (b) ERC 08/03/00 Delaware 100.0 (d)
GPU Solar, Inc. ERC 07/09/97 New Jersey 50.0 (e)
* Sets forth the percentage of voting securities held directly or indirectly
by FirstEnergy Corp. or GPU Diversified Holdings LLC, as applicable.
(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) This subsidiary was formed to engage in energy services and retail energy
sales.
(d) This energy-related company holds securities directly in the energy-
related company set.
below its name.
(e) This subsidiary is involved in the development and commercialization of
photovoltaics.
Narrative Description of Activities for Reporting Period
On November 7, 2001, FirstEnergy Corp. (FirstEnergy), an Ohio
corporation, merged with GPU, Inc. (GPU), a registered holding company
under the Public Utility Holding Company Act of 1935 (the 1935 Act).
FirstEnergy is the surviving company in the merger. Upon completion of the
merger on November 7, 2001, FirstEnergy filed with the SEC a Notification
of Registration on Form U-5A, thereby registering as a holding company
pursuant to the provisions of Section 5(a) under the 1935 Act.
The period for which this report is being filed, the activities
disclosed in this quarterly report, as well as organization chart shown
above in Item 1, are related only to the former GPU Companies.
1
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
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None.
Company Contributing Company Receiving Amount of Capital
Capital Capital Contribution
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None.
Note: The information provided in Item 2 presents the activities of the
reporting period only.
2
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
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None.
Note: The information provided in Item 3 presents the activities of the
reporting period only.
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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
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GPU Diversified Holdings LLC (a) GPU Solar, Inc. Management, marketing and technical xx (b)
expertise for GPU
Solar, Inc.
GPU Service, Inc. GPU Diversified Holdings LLC Legal and certaingeneral and xx (b)
administrative services for
GPU Diversified Holdings LLC
GPU Service, Inc. GPU Advanced Resources, Inc. Legal and certain general and xx (b)
administrative services for
GPU Advanced Resources, Inc.
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.
(a) Management, marketing and technical services rendered to GPU Solar, Inc. are being
performed by certain employees of GPU Service, Inc. (on behalf of GPU Diversified Holdings LLC).
(b) The amounts shown include overhead charges applied, at a rate of 17.62%, to
employee salaries billed for services rendered. No capital costs were charged.
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ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies:
Total average consolidated capitalization as of December 31, 2001 $15,408,146 Line 1
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Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 2,311,222 Line 2
Greater of $50 million or line 2 $2,311,222 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Energy services and retail energy sales (Category V) 25,900
Development and commercialization of photovoltaics (Category II) 1,560
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Total current aggregate investment 27,460 Line 4
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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) $2,283,762 Line 5
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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), for which
there is recourse, directly or indirectly, to FirstEnergy Corp. or any
subsidiary company thereof.
5
ITEM 5 - OTHER INVESTMENTS
Aggregate Investment as of Change in Investments Reason for Change
Major Line of Energy-Related Business September 30, 2001 During Reporting Period in Investments
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Energy services and retail energy
sales (Category V) $25,900 $ - No change.
Development and commercialization of
photovoltaics (Category II) 1,560 - No change.
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
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A-1 Financial statements of GPU Advanced Resources, Inc. - not required
for the last quarterly period of the registered holding company's
fiscal year.
A-2 Financial statements of GPU Diversified Holdings LLC - not required
for the last quarterly period of the registered holding company's
fiscal year.
A-3 Financial statements of GPU Solar, Inc. - not required for the last
quarterly period of the registered holding company's fiscal year.
B. Exhibits
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Contracts Required by Item 3
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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.
C. Certificate of FirstEnergy Corp.
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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.
March 28, 2002
By: /s/ Harvey L. Wagner
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Harvey L. Wagner
Vice President and Controller
(Principal Accounting Officer)
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