SEC File No. 70-10122
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
FirstEnergy Corp.
------------------------------------
:
In the matter of :
FirstEnergy Corp. : Certificate Pursuant
: to Rule 24 of Partial
: Completion of
: Transactions
:
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TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, FirstEnergy Corp. (FirstEnergy) hereby certifies pursuant to Rule 24 of the Rules and Regulations under the Public Utility Holding Company Act of 1935 (the Act), that certain of the transactions proposed in the Applications, as filed in SEC File No. 70-10122 have been carried out in accordance with the Commission's Orders dated June 30, 2003 as follows:
1. Balance Sheets and Income Statements for the FirstEnergy Nonutility Holding Company and its consolidated Subsidiaries for the quarter ended June 30, 2004 are attached as following exhibits:
Exhibit
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1-1 Consolidated Balance Sheet and Income Statement of FirstEnergy
Ventures Corp.
1-2 Consolidated Balance Sheet and Income Statement of FirstEnergy
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Facilities Services Group, LLC.
1-3 Balance Sheet and Income Statement of OES Ventures, Inc. - filed
pursuant to request for confidential treatment.
1-4 Balance Sheet and Income Statement of Centerior Communications
Holdings, Inc. - filed pursuant to request for
confidential treatment.
1-5 Consolidated Balance Sheet and Income Statement of E-L Enterprises,
Inc. - filed pursuant to request for confidential treatment.
1-6 Consolidated Balance Sheet and Income Statement of MARBEL HoldCo, Inc.
- filed pursuant to request for confidential treatment.
Balance Sheet and Income Statement of GPU Diversified Holdings LLC are reported on Form U-9C-3.
2. During the period April 1, 2004 through June 30, 2004, there was no Development Activity. Investments made during the second quarter 2004 are as follows:
Category Investment
-------- -------------
(In Thousands $)
Energy Related Company $ 882
Exempt Wholesale Generators $16,032*
Financing Subsidiaries $53,309
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* Non cash goodwill adjustment relating to income tax reserves.
3. During the second quarter of 2004, there were no guarantees made on behalf of other direct or indirect Subsidiaries of the FirstEnergy Nonutility Holding Companies.
4. During the second quarter of 2004, there were no services obtained by the FirstEnergy Nonutility Holding Companies, or any direct or indirect Subsidiary of the Nonutility Holding Companies from the Utility Subsidiaries.
5. A chart of the nonutility businesses, financing subsidiaries and nonsystem securities in which FirstEnergy and its subsidiaries are engaged in or have investments in of 10% or greater are identified below:
Type of
Type of
Name of Company Subsidiary % Ownership
--------------- ---------- -----------
American Transmission Systems, Incorporated (ATSI) US 100
Centerior Service Company (Inactive) 100
FE Acquisition Corp. (Inactive) NUHC 100
Mid-Atlantic Energy Development Co. (Inactive) 100
FE Holdings, L.L.C. (Inactive) -
FELHC, Inc. ERC 100
First Communications, LLC ETC 65
FirstEnergy Facilities Services Group, LLC (FEFSG) NUHC 100
Dunbar Mechanical, Inc. ERC 100
Edwards Electrical & Mechanical, Inc. ERC 100
Elliott-Lewis Corporation ERC 100
A.A. Duckett, Inc. ERC 100 E-L Enterprises, Inc. NUHC 100
Modern Air Conditioning, Inc. ERC 100
Airdex Air Conditioning Corporation ERC 100
R.L. Anderson, Inc. ERC 100 Sautter Crane Rental, Inc. ERC 100
The Hattenbach Company ERC 100
L.H. Cranston and Sons, Inc. ERC 100
Roth Bros., Inc. ERC 100
R.P.C. Mechanical, Inc. ERC 100
Spectrum Controls Systems ERC 100
FirstEnergy Nuclear Operating Company (FENOC) ERC 100
FirstEnergy Properties, Inc. (FirstEnergy Properties) RES 100
BSG Properties, Inc. RES 100
FirstEnergy Securities Transfer Company FS 100
FirstEnergy Service Company (FECO) ERC 100
FirstEnergy Solutions Corp. (FES) ERC 100
FirstEnergy Generation Corp. (GenCo) EWG 100
FirstEnergy Engineering, Inc. ERC 100
FirstEnergy Telecom Services, Inc. ETC 100
FirstEnergy Ventures Corp. (FirstEnergy Ventures) NUHC 100
Bay Shore Power Company ERC 100
Centerior Communications Holdings, Inc. NUHC 100
Fiber Venture Equity, Inc. ETC 100
AFN Finance Company No. 3, LLC ETC 100
Centerior Energy Services, Inc. ERC 100
Centerior Power Enterprises, Inc. 100
Engineered Processes, Ltd. ERC 50
Eastroc Technologies, LLC ERC 50
FirstEnergy Telecommunications Corp. ETC 100
Warrenton River Terminal, Ltd. ERC 100
2
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Type of
Name of Company Subsidiary % Ownership
--------------- ---------- -----------
GPU Capital, Inc. (GPU Capital) FUCO 100
GPU Electric, Inc. (GPU Electric) FUCO 100
GPU Argentina Services S.R.L. FUCO 100
EI UK Holdings, Inc. FUCO 100
Aquila Sterling Holdings LLC FUCO 20.1*
GPU Diversified Holdings LLC (GPUDH) NUHC 100
GPU Solar, Inc. ERC 50
GPU EnerTech Holdings, Inc. ERC 100
GPU Distributed Power, Inc. ERC 100
GPU Nuclear, Inc. (GPUN) ERC 100
Private Fuel Storage LLC ERC 10.1
GPU Power, Inc. (GPU Power) EWG 100
EI Canada Holding Limited EWG 100
EI Services Canada Limited EWG 100
EI Brooklyn Power Limited EWG 100
EI Brooklyn Investments Limited EWG 100
International Power Advisors, Inc. EWG 100
Syracuse Orange Partners LP EWG -
Jersey Central Power & Light Company (JCP&L) US 100
JCP&L Transition Funding LLC FS 100
JCP&L Transition Funding II LLC FS 100
Saxton Nuclear Experimental Corporation ERC 44
MARBEL Energy Corporation (MARBEL) ERC 100
Marbel HoldCo, Inc. NUHC 100
Metropolitan Edison Company (Met-Ed) US 100
MetEd Funding LLC FS 100
Met-Ed Preferred Capital II, Inc. FS 100
Met-Ed Capital II, L.P. FS 100
Met-Ed Capital Trust FS 100
Saxton Nuclear Experimental Corporation ERC 32
York Haven Power Company US 100
MYR Group Inc. (MYR) ERC 100
The L. E. Myers Company ERC 100
Hawkeye Construction, Inc. ERC 100
MYRcom, Inc. ERC 100
MYRpower, Inc. ERC 100
Great Southwestern Construction, Inc. ERC 100
Harlan Electric Company ERC 100
Sturgeon Electric Company, Inc. ERC 100
ComTel Technology, Inc. ERC 100
Power Piping Company ERC 100
D.W.Close Company, Inc. ERC 100
Pennsylvania Electric Company (Penelec) US 100
Nineveh Water Company ERC 100
Penelec Funding LLC FS 100
Penelec Preferred Capital II, Inc. FS 100
Penelec Capital II, L.P. FS 100
Penelec Capital Trust FS 100
Saxton Nuclear Experimental Corporation ERC 24
The Waverly Electric Light and Power Company US 100
3
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Type of
Name of Company Subsidiary % Ownership
--------------- ---------- -----------
Ohio Edison Company (OE) US 100
OES Capital, Inc. FS 100
OES Finance, Inc. FS 100
OES Nuclear, Inc. FS 100
OES Ventures, Inc. NUHC 100
Ohio Edison Financing Trust FS 100
Ohio Edison Financing Trust II (Inactive) FS 100
Pennsylvania Power Company (Penn) US 100
Penn Power Funding LLC FS 100
McDonald Corporate Tax Credit Fund Limited Partnership RES 12.37
McDonald Ohio Tax Credit Fund-1996 Limited Partnership RES 42.13
McDonald Ohio Tax Credit Fund-1998 Limited Partnership RES 30.94
Apollo Tax Credit Fund III, L.P. RES 33.33
Apollo Tax Credit Fund IX, L.P. RES 99.99
Boston Capital Corporate Tax Credit Fund X, L.P. RES 10.93
Boston Capital Corporate Tax Credit Fund XIV, L.P. RES 14
Boston Capital Corporate Tax Credit Fund XVII, L.P. RES 11.64
Marion Senior Housing Limited Partnership RES 29.21
The Cleveland Electric Illuminating Company (CEI) US 100
Cleveland Electric Financing Trust I FS 100
Centerior Funding Corporation FS 100
The Toledo Edison Capital Corporation FS 10
The Toledo Edison Company (TE) US 100
The Toledo Edison Capital Corporation FS 90
AFN Finance Company No. 1, LLC ETC 100
Kinetic Ventures I, LLC ERC 11.11
Kinetic Ventures II, LLC ERC 14.28
PowerSpan Corp. ERC 18.63
UMICO Holdings, Inc. (Inactive) 36
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* EI UK Holdings, Inc. owns 50% voting (20.1% economic) interest in Aquila Sterling Holding LLC.
ERC - Energy Related Activity ETC - Exempt Telecommunications Company EWG - Exempt Wholesale Generator FS - Financing Subsidiary FUCO - Foreign Utility Company NUHC - Nonutility Holding Company RES - Real Estate US - Utility Subsidiary |
6. During the second quarter of 2004, there were no securities (including guarantees) issued by the FirstEnergy Nonutility Holding Companies and each Non-Exempt Subsidiary pursuant to Rule 52 or Rule 45(b), as applicable.
7. During the second quarter of 2004, there were no Anticipatory Hedge transactions entered into by any FirstEnergy Nonutility Holding Company, or any direct or indirect Non-Exempt Subsidiary of the Nonutility Holding Company.
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 24, 2004
By: /s/ Harvey L. Wagner
-------------------------------------
Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
(Principal Accounting Officer)
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1-1 Consolidated Balance Sheet and Income Statement of FirstEnergy Ventures Corp.
1-2 Consolidated Balance Sheet and Income Statement of FirstEnergy Facilities Services Group, LLC.
A Certificate of FirstEnergy Corp.
Exhibit 1-1
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables:
Associated companies 17,471
Other 3,373
Notes receivable from associated companies 56,755
Material and supplies 542
Prepayments and other 4,381
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82,522
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PROPERTY, PLANT AND EQUIPMENT:
In service 204,003
Less: Accumulated provision for depreciation 26,533
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177,470
Construction work in progress 96
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177,566
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INVESTMENTS:
Other 23,773
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23,773
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DEFERRED CHARGES:
Goodwill 67
Other 2,915
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2,982
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TOTAL ASSETS $ 286,843
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LIABILITIES & CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt $ 3,304
Notes payable to associated companies 1,083
Accounts payable
Other 335
Associated companies 492
Accrued taxes 9,468
Accrued interest 2,925
Other 26
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17,633
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CAPITALIZATION:
Common stockholder's equity 115,363
Long-term debt 137,629
--------
252,992
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DEFERRED CREDITS:
Accumulated deferred income taxes 7,409
Other 8,809
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16,218
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TOTAL LIABILITIES & CAPITALIZATION $ 286,843
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Exhibit 1-1
Three Months Six Months
Ended Ended
June 30, 2004 June 30, 2004
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REVENUES $ 9,797 $ 18,478
EXPENSES:
Fuel expense 943 2,108
Other operating expenses 3,192 6,635
Provision for depreciation
and amortization 2,559 5,116
General taxes 23 47
------ ------
Total expenses 6,717 13,906
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INCOME BEFORE INTEREST
& INCOME TAXES 3,080 4,572
NET INTEREST CHARGES:
Interest expenses 2,249 4,506
Capitalized interest - -
------- ------
Net interest charges 2,249 4,506
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INCOME TAXES 366 45
------- ------
NET INCOME $ 465 $ 21
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Exhibit 1-2
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,837
Receivables:
Associated companies -
Other 93,828
Material and supplies 8,051
Prepayments and other 988
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112,704
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INVESTMENTS:
Nonutility property, net 24,314
Other 746
--------
25,060
--------
DEFERRED CHARGES:
Goodwill 36,471
Accumulated deferred income tax benefits 28,800
Other 4
--------
65,275
--------
TOTAL ASSETS $ 203,039
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LIABILITIES & CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt $ 497
Short-term borrowings -
Notes payable to associated companies 4,408
Notes payable other 2,911
Accounts payable
Other 41,266
Associated companies 549
Accrued taxes 3,496
Other 15,523
--------
68,650
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CAPITALIZATION:
Common stockholder's equity 127,130
Long-term debt 7,259
--------
134,389
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TOTAL LIABILITIES & CAPITALIZATION $ 203,039
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Exhibit 1-2
Three Months Six Months
Ended Ended
June 30, 2004 June 30, 2004
------------- -------------
Revenues $ 97,036 $182,008
Cost of revenues 85,486 162,033
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Gross margin 11,550 19,975
Selling, general and administrative
expenses 7,276 17,616
Depreciation 1,146 2,333
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3,128 26
Goodwill impairment - -
Purchase agreement incentive plans 34 67
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Operating income/(loss) 3,094 (41)
Interest income 30 125
Interest expense (260) (450)
Gain on sale of fixed assets 501 523
Other income/(expense), net (1,323) 88
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Total other income/(expense) (1,052) 286
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Income before income taxes 2,042 245
Income tax/(benefit) 585 (141)
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Net income $ 1,457 $ 386
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Exhibit A
FirstEnergy Corp.
76 South Main Street, Akron, Ohio 44308
Pursuant to the requirements of Rule 24 of the Public Utility Holding Company Act of 1935, the undersigned certifies that:
A copy of certificate pursuant to Rule 24 related to FirstEnergy Corp.'s Nonutility Holding Company activities, for the period ended March 31, 2004, was filed with the New Jersey and Pennsylvania state commissions having jurisdiction over the electric retail rates of the company's public utility subsidiary companies. As requested by the Ohio state commission, letter was sent to notify the commission having jurisdiction over the electric retail rates of the company's public utility subsidiary companies of the URL address where the filing could be accessed on the SEC Web site.
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. Broad Street
Columbus, Ohio 43215-3793
* A conformed copy of the publicly available report was filed with the Pennsylvania Public Utility Commission.
FirstEnergy Corp.
August 24, 2004
By: /s/ Harvey L. Wagner
---------------------------------------
Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
(Principal Accounting Officer)
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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.