|
Item
|
|
|||
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No.
|
Title
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Page
|
||
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1
|
Organization
Chart
|
1-3
|
||
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2
|
Issuances
and
Renewals of Securities and
|
|||
|
Capital
Contributions
|
4
|
|||
|
3
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Associate
Transactions
|
5-6
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||
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4
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Summary
of
Aggregate Investment
|
7
|
||
|
5
|
Other
Investments
|
8
|
||
|
6
|
Financial
Statements and Exhibits:
|
|||
|
A
- Financial
Statements
|
9
|
|||
|
B
-
Exhibits
|
10
|
|||
|
C
-
Certificate of FirstEnergy Corp.
|
10
|
|||
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Signature
|
11
|
|||
|
Name
of
Reporting Company
|
Energy
(ERC)
or Gas (GRC) Related
Company
|
Date
of
Organization
|
State
of
Organization
|
Percentage
of
Voting Securities
Held
|
Nature
of
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)
|
|
||||||||||
|
Roth
Bros.,
Inc. (e)
|
ERC
|
09/06/1947
|
Ohio
|
100.0
|
(g)
|
|
||||||||||
|
The
Hattenbach
Company (e)
|
ERC
|
03/21/1969
|
Ohio
|
100.0
|
(l)
|
|
||||||||||
|
R.P.C.
Mechanical, Inc. (e)
|
ERC
|
04/21/1959
|
Ohio
|
100.0
|
(g)
|
|
||||||||||
|
FirstEnergy
Solutions Corp. (b)
|
ERC
|
08/08/1997
|
Ohio
|
100.0
|
(m)
|
|
||||||||||
|
FirstEnergy
Engineering, Inc. (f)
|
ERC
|
08/09/1996
|
Ohio
|
100.0
|
(q)
|
|
||||||||||
|
GPU
Diversified Holdings, LLC (b)
|
ERC
|
08/03/2000
|
Delaware
|
100.0
|
(o)
|
|
||||||||||
|
GPU
Solar,
Inc.
|
ERC
|
11/07/1997
|
New
Jersey
|
50.0
**
|
(p)
|
|
||||||||||
|
GPU
Distributed Power, Inc. *
|
ERC
|
02/29/2000
|
Delaware
|
100.0
|
||||||||||||
|
Ballard
Power
Systems Inc. (c)
|
ERC
|
(r)
|
|
|||||||||||||
|
|
|
|||||||||||||||
|
Automated
Power Exchange, Inc. (c)
|
ERC
|
1.16
**
|
(m)
|
|
||||||||||||
|
|
||||||||||||||||
|
PowerSpan
Corp. (c)
|
ERC
|
05/01/1997
|
Delaware
|
24.06
**
|
(n)
|
|
||||||||||
|
Utility.com,
Inc. (c) *
|
ERC
|
5.0
**
|
(m)
|
|
||||||||||||
|
*
Inactive
|
||||||||||||||||
|
**
Set
forth the percentage of interest held directly or indirectly by
FirstEnergy Corp.
|
||||||||||||||||
|
(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 refrigeration sales and services to commercial
entities.
|
| (m) |
This
subsidiary or investment engages in the brokering and marketing of
energy
commodities.
|
| (n) |
This
company
was formed to utilized advanced technology to reduce emissions of
NOx, SO2
and particulate matter from utility generation
facilities.
|
| (o) |
This
energy-related company holds securities directly in the energy-related
company set below its name.
|
| (p) |
This
subsidiary is involved in the development and commercialization of
photovoltaics.
|
| (q) |
This
subsidiary provides engineering
services.
|
| (r) |
Ballard
Generations Systems Inc. develops stationary fuel cell
systems.
|
|
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
|
|||||
|
None.
|
|||||||
|
Reporting
Company Rendering Services
|
Associate
Company Receiving Services
|
Types
of
Services Rendered
|
Total
Amount
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
|
***
|
|||||||
|
FirstEnergy
Solutions Corp.
|
FirstEnergy
Generation Corp.
|
Natural
gas
procurement & scheduling services
|
***
|
|||||||
|
Roth
Bros.,
Inc.
|
FirstEnergy
Generation Corp.
|
HVAC
services
|
***
|
|||||||
|
Roth
Bros.,
Inc.
|
FirstEnergy
Nuclear Operating Company
|
HVAC
services
|
***
|
|||||||
|
Warrenton
River Terminal, Ltd.
|
FirstEnergy
Generation Corp.
|
Loading,
unloading and storage of coal and petcoke
|
***
|
|||||||
|
Associate
Company Rendering Services
|
Reporting
Company Receiving Services
|
Types
of
Services Rendered
|
Total
Amount
Billed
|
|||||||
|
FirstEnergy
Service Company
|
GPU
Diversified Holdings LLC
|
Legal
and
certain general and administrative services
|
$
|
***
|
||||||
|
|
||||||||||
|
FirstEnergy
Generation Corp.
|
Bay
Shore
Power Company
|
Sale
of
limestone drying oil
|
***
|
|||||||
|
FirstEnergy
Generation Corp.
|
Bay
Shore
Power Company
|
Sale
of
light-off oil
|
***
|
|||||||
|
FirstEnergy
Generation Corp.
|
Bay
Shore
Power Company
|
Plant
operation & maintenance services
|
***
|
|||||||
|
FirstEnergy
Service Company
|
FirstEnergy
Solutions Corp.
|
General
and
administrative services
|
***
|
|||||||
|
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.
|
|
Investments
in
energy-related companies:
|
||||||||||
|
Total
average
consolidated capitalization as of June
30,
2005
|
$
|
20,020,881
|
Line
1
|
|||||||
|
Total
capitalization multiplied by 15% (line 1 multiplied by
0.15)
|
3,003,132
|
Line
2
|
||||||||
|
Greater
of $50
million or line 2
|
$
|
3,003,132
|
Line
3
|
|||||||
|
Total
current
aggregate investment:
|
||||||||||
|
(categorized
by major line of energy-related business)
|
||||||||||
|
Development
and commercialization of photovoltaics (Category II)
|
14,788
|
|||||||||
|
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)
|
1,980
|
|||||||||
|
Fuel
transportation, handling and storage facilities (Category
IX)
|
50
|
|||||||||
|
Total
current
aggregate investment
|
45,881
|
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)
|
$
|
2,957,251
|
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.
|
|
Major
Line of
Energy-Related Business
|
Aggregate
Investment as of March 31, 2005
|
Change
in
Investments During Reporting Period
|
Reason
for
Change in Investments
|
|||||||
|
Energy
management services (Category I)
|
$
|
1,766(1
|
)
|
-
|
No
change.
|
|||||
|
Development
and commercialization of electrotechnologies (Category II)
|
40,554(2
|
)
|
-
|
No
Change.
|
||||||
|
Energy
services and retail energy sales (Category V)
|
18,158(3
|
)
|
-
|
No
change.
|
||||||
|
Production,
conversion, sale and distribution of thermal energy products (Category
VI)
|
70,913(4
|
)
|
-
|
No
change.
|
||||||
|
Sale
of
technical, operational, management, and other services related to
HVAC,
refrigeration systems (Category VII)
|
143,190(5
|
)
|
$
|
(13,521
|
)
|
In
the second
quarter of 2005, FirstEnergy sold
L.
H. Cranston
and Sons, Inc..
|
||||
|
Fuel
transportation, handling and storage facilities (Category
IX)
|
4,959(6
|
)
|
-
|
No
change.
|
||||||
|
Development
and commercialization of technologies that utilize coal waste by-products
(Category X)
|
46(7
|
)
|
-
|
No
change.
|
||||||
| (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
$25,766 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
$127,689 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).
|
|
A.
Financial
Statements
|
|
|
A-1
|
Financial
statements of FirstEnergy Solutions Corp. for the quarter ended June
30,
2005.
|
|
A-2
|
Financial
statements of GPU Diversified Holdings for the quarter ended June
30,
2005.
|
|
A-3
|
Financial
statements of Bay Shore Power Company for the quarter ended June
30, 2005
- filed pursuant to request for confidential treatment.
|
|
A-4
|
Financial
statements of Centerior Energy Services, Inc. for the quarter ended
June
30, 2005 - filed pursuant to request for confidential
treatment.
|
|
A-5
|
Financial
statements of Warrenton River Terminal, Ltd. for the quarter ended
June
30, 2005 - filed pursuant to request for confidential
treatment.
|
|
A-6
|
Financial
statements of Dunbar Mechanical, Inc. for the quarter ended June
30, 2005
- filed pursuant to request for confidential treatment.
|
|
A-7
|
Financial
statements of Edwards Electrical & Mechanical, Inc. for the quarter
ended June 30, 2005 - filed pursuant to request for confidential
treatment.
|
|
A-8
|
Financial
statements of L.H. Cranston and Sons, Inc. for the quarter ended
June 30,
2005 - filed pursuant to request for confidential
treatment.
|
|
A-9
|
Financial
statements of Roth Bros., Inc. for the quarter ended June 30, 2005
- filed
pursuant to request for confidential treatment.
|
|
A-10
|
Financial
statements of The Hattenbach Company for the quarter ended June 30,
2005 -
filed pursuant to request for confidential treatment.
|
|
A-11
|
Financial
statements of R.P.C. Mechanical, Inc for the quarter ended June 30,
2005 -
filed pursuant to request for confidential treatment.
|
|
A-12
|
Financial
statements of GPU Solar, Inc. for the quarter ended June 30, 2005
- filed
pursuant to request for confidential treatment.
|
|
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.
|
|
FirstEnergy
Corp.
|
||
|
August
22,
2005
|
||
|
By:
|
/s/ Harvey L. Wagner
|
|
|
|
Harvey L. Wagner
Vice
President, Controller
and
Chief
Accounting Officer
(Principal
Accounting Officer)
|
|