UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-A
File No. 69-423
Amendment No. 1
Amendment to Statement by Holding Company Claiming
Exemption on Form U-3A-2 Under
Public Utility Holding Company Act of 1935
FIRSTENERGY CORP.
Name, title, and address of officer to whom notices and
correspondence concerning this statement should be addressed:
Harvey L. Wagner Controller
- ----------------------------------------------------
(Name) (Title)
76 South Main Street, Akron, OH 44308
- ----------------------------------------------------
(Address)
The undersigned hereby amends the above document as
indicated in the attached pages with respect to the following:
Exhibit A to Form U-3A-2 filed on November 10, 1997.
SIGNATURE
The company has caused this amendment to be duly signed
on its behalf by its authorized officer in the city of Akron and
State of Ohio, on the 21st day of November 1997.
FirstEnergy Corp.
By: /s/ Harvey L. Wagner
------------------------
Title: Controller
CORPORATE SEAL
Attest /s/ Nancy C. Ashcom
-------------------------
Title: Corporate Secretary
Exhibit A
FIRSTENERGY CORP.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
- -----------------------------------------------------------------
The unaudited pro forma balance sheet of FirstEnergy at
June 30, 1997, set forth below, gives effect to the Merger as if
it had been consummated on that date. The unaudited pro forma
statements of income of FirstEnergy for the twelve month period
ended June 30, 1997 set forth below, give effect to the Merger as
if it had been consummated on July 1, 1996. These statements are
prepared based on accounting for the Merger as a purchase with
the assumptions specified in the notes thereto. Purchase
accounting adjustments are estimates and therefore subject to
change.
The following pro forma financial information has been
prepared from, and should be read in conjunction with, the
historical consolidated financial statements and related notes
thereto of Ohio Edison and Centerior. The following information
does not reflect any potential cost reductions or synergies
associated with the Merger and is not necessarily indicative of
the financial position or operating results that would have
occurred had the Merger been consummated on the date as of which,
or at the beginning of the periods for which, the Merger is being
given effect, nor is it necessarily indicative of future
financial position or operating results.
The unaudited pro forma financial statements reflect a
fair value adjustment of $1.25 billion to reduce the carrying
value of the nuclear generating units at FirstEnergy, as required
by Accounting Principles Board Opinion 16. This fair value
adjustment is an estimated amount; the ultimate fair value of
Cleveland Electric's and Toledo Edison's net assets to be
determined is likely to require an adjustment which may be more
or less than the amount used for purposes of these unaudited pro
forma financial statements. Any difference between the ultimate
net asset valuation and the valuation assumed in the unaudited
pro forma financial statements will be reflected as an adjustment
of the goodwill recognized in connection with the Merger.
<TABLE>
FIRSTENERGY CORP.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
June 30, 1997
(In millions)
- ---------------------------------------------------------------------------------------------------
<CAPTION>
Pro Forma Pro Forma
Ohio Edison Centerior Adjustments Combined
----------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Assets
Utility plant, net of depreciation $5,256 $ 6,799 $ (1,250) (3a) $10,805
Other property and investments 1,132 1,142 2,274
Current assets 513 480 (13) (3b) 980
Regulatory assets 1,656 2,248 (750) (3a) 3,154
Goodwill 0 0 904 (3c) 904
Other deferred charges 265 270 535
------ ------- ------- -------
Total Assets $8,822 $10,939 $(1,109) $18,652
====== ======= ======= =======
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $2,101 $2,321 (755) (3d) $3,667
Retained earnings (deficit) 596 (393) 393 (3d) 596
Unallocated ESOP common shares (150) 0 0 (150)
------ ------ ------ ------
Total common shareholders' equity 2,547 1,928 (362) 4,113
Preferred stock:
Not subject to mandatory redemption 161 0 (161) (3e) 0
Subject to mandatory redemption 20 0 (20) (3e) 0
Preferred stock of consolidated subsidiaries:
Not subject to mandatory redemption 51 448 161 (3e) 660
Subject to mandatory redemption 15 174 6 (3e)(3f) 195
Ohio Edison obligated mandatorily redeemable
preferred securities of subsidiary trust hold-
ing solely Ohio Edison subordinated debentures 120 0 120
Long-term debt 2,369 4,238 16 (3f) 6,623
------ ------- ------- -------
Total capitalization 5,283 6,788 (360) 11,711
Current liabilities 1,295 1,062 (13) (3b) 2,344
Accumulated deferred income taxes 1,742 1,896 (690) (3k) 2,948
Accumulated deferred investment tax credits 192 246 (64) (3k) 374
Other liabilities 310 947 18 (3g) 1,275
------ ------- ------- -------
Total Capitalization and Liabilities $8,822 $10,939 $(1,109) $18,652
====== ======= ======= =======
</TABLE>
<TABLE>
FIRSTENERGY CORP.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In millions, except per share amounts))
- --------------------------------------------------------------------------------------------------
<CAPTION>
Pro Forma Pro Forma
Ohio Edison Centerior Adjustments Combined
----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Operating revenues $2,457 $2,563 $(13) (3h) $5,007
------ ------ ---- ------
Fuel and purchased power 435 475 (3) (3h) 907
Other operation and maintenance expenses 679 783 (12) (3h) 1,450
------ ------ ---- ------
Total operation and maintenance expenses 1,114 1,258 (15) 2,357
Depreciation and amortization, net 399 352 (75) (3i) 676
General taxes 234 312 2 (3h) 548
Income taxes 186 125 26 (3k) 337
------ ------ ---- ------
Total operating expense and taxes 1,933 2,047 (62) 3,918
------ ------ ---- ------
Operating income 524 516 49 1,089
Other income (expense) 48 (14) (22) (3i) 12
------ ------ ---- ------
Total income 572 502 27 1,101
------ ------ ---- ------
Interest charges 240 324 564
Allowance for borrowed funds used during
construction and capitalized interest (2) (2) (4)
Subsidiaries' preferred stock dividend
requirements 16 54 12 (3j) 82
------ ------ ---- ------
Net interest and other charges 254 376 12 642
Net income 318 126 15 459
Preferred stock dividend requirements 12 - (12) (3j) -
------ ------- ---- ------
Earnings on common stock $ 306 $ 126 $ 27 $ 459
====== ======= ==== ======
Average common shares outstanding 144 148 (70) 222
====== ======= ==== ======
Earnings per share of common stock $ 2.12 $ .85 $ 2.07
====== ======= ======
</TABLE>
FIRSTENERGY CORP.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
- ----------------------------------------------------------------
Note 1 - Reclassifications
Certain reclassifications have been made to the
Centerior unaudited historical financial statements to conform to
the presentation expected to be used by the merged companies.
Note 2 - Exchange Ratios
Under the Merger Agreement, each outstanding share of
Ohio Edison Common Stock will be converted into one share of
FirstEnergy Common Stock, and each outstanding share of Centerior
Common Stock will be converted into 0.525 of a share of
FirstEnergy Common Stock. These conversion numbers were used in
computing share and per share amounts in the accompanying
unaudited pro forma combined condensed financial statements.
Note 3 - Pro Forma Adjustments
(a) As required by APB16, a pro forma adjustment has
been recognized by FirstEnergy to adjust the Cleveland Electric
and Toledo Edison nuclear generating units to fair value. Such
adjustment has been based upon the estimated discounted future
cash flows expected to be generated by their nuclear generating
units.
(b) A pro forma adjustment has been made to eliminate
accounts receivable and payable between Ohio Edison and Centerior
as of the balance sheet date.
(c) A pro forma adjustment has been made to recognize
goodwill in connection with the Merger. The goodwill represents
the excess of the purchase price over Centerior's net assets
after taking into account the adjustments described in (a) above.
The carrying cost for all other assets and liabilities (except as
described in (f) and (g) below) is assumed to be equal to fair
market value. If it is determined that the ultimate fair market
value of Centerior's net assets is more or less than their
estimated carrying value at the time of consummation, goodwill
would be adjusted accordingly. The purchase price was based on
the imputed value to holders of Centerior Common Stock using a
market value of Ohio Edison Common Stock of $20.125 per share.
(d) Pro forma equity adjustments recognize the
elimination of Centerior's accumulated deficit as of the
consummation of the Merger and the purchase price computed as
described in (c) above.
(e) Pro forma adjustments have been made to reclassify
Ohio Edison preferred stock outstanding to subsidiary preferred
stock outstanding on FirstEnergy's balance sheet.
(f)A pro forma adjustment has been made to recognize
Centerior's preferred stock of consolidated subsidiaries subject
to mandatory redemption and long-term debt at estimated fair
market value.
(g) A pro forma adjustment has been made to recognize
Centerior's net unamortized transition obligation related to
certain retirement benefits.
(h)Pro forma adjustments have been made to eliminate
revenue and expense transactions between Ohio Edison and
Centerior.
(i)Pro forma adjustments have been made to recognize
amortization of goodwill in connection with the Merger over a 40-
year period, offset by reductions in depreciation expense and
amortization of regulatory assets resulting from the assumed
revaluation of Centerior's assets described in (a) above.
(j)A pro forma adjustment has been made to reclassify
Ohio Edison's preferred stock dividend requirements to
subsidiaries' preferred stock dividend requirements (a reduction
to net income) on FirstEnergy's statement of income.
(k)Pro forma adjustments have been made for the
estimated tax effects of the adjustments discussed in (a), (f),
(g) and (i) above.
Pennsylvania Power Company
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $ 748,359
Other property and investments 26,354
Current assets 90,746
Regulatory assets 169,959
Other deferred charges 6,871
----------
Total Assets $1,042,289
==========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $188,287
Retained earnings (deficit) 101,656
--------
Total common shareholders' equity 289,943
Preferred stock:
Not subject to mandatory redemption 50,905
Subject to mandatory redemption 15,000
Long-term debt 299,683
----------
Total capitalization 655,531
Current liabilities 78,144
Accumulated deferred income taxes 243,759
Accumulated deferred investment tax credits 27,264
Other liabilities 37,591
----------
Total Capitalization and Liabilities $1,042,289
==========
Pennsylvania Power Company
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $319,184
--------
Fuel and purchased power 64,620
Other operation and maintenance expenses 86,266
--------
Total operation and maintenance expenses 150,886
Depreciation and amortization, net 63,752
General taxes 23,690
Income taxes 26,804
--------
Total operating expense and taxes 265,132
--------
Operating income 54,052
Other income (expense) 2,534
--------
Total income 56,586
--------
Interest charges 24,896
Allowance for borrowed funds used during
construction and capitalized interest (211)
Subsidiaries' preferred stock dividend
requirements 0
--------
Net interest and other charges 24,685
--------
Net income 31,901
Preferred stock dividend requirements 4,626
--------
Earnings on common stock $ 27,275
========
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------------
Beginning balance $ 95,804
Plus: net income 31,901
Less: common dividends 21,386
preferred dividends 4,663
--------
Ending Balance $101,656
========
OES Capital, Incorporated
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- ---------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 12,477
Current assets 153,011
Regulatory assets 0
Other deferred charges 680
--------
Total Assets $166,168
========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $ 20,000
Retained earnings (deficit) 16,184
---------
Total common shareholders' equity 36,184
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
--------
Total capitalization 36,184
Current liabilities 129,984
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
--------
Total Capitalization and Liabilities $166,168
========
OES Capital, Incorporated
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- ---------------------------------------------------------
Operating revenues $20,863
-------
Fuel and purchased power 0
Other operation and maintenance expenses 7,519
-------
Total operation and maintenance expenses 7,519
Depreciation and amortization, net 173
General taxes 42
Income taxes 2,974
-------
Total operating expense and taxes 10,708
-------
Operating income 10,155
Other income (expense) 1,316
-------
Total income 11,471
-------
Interest charges 6,901
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
-------
Net interest and other charges 6,901
-------
Net income 4,570
Preferred stock dividend requirements 0
-------
Earnings on common stock $ 4,570
=======
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- ---------------------------------------------------------
Beginning balance $ 11,614
Plus: net income 4,570
Less: common dividends 0
preferred dividends 0
--------
Ending Balance $ 16,184
========
OES Finance Incorporated
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- ---------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 277,763
Current assets 11,290
Regulatory assets 0
Other deferred charges 0
--------
Total Assets $289,053
========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $14,000
Retained earnings (deficit) 1,802
-------
Total common shareholders' equity 15,802
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 263,763
--------
Total capitalization 279,565
Current liabilities 9,488
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
--------
Total Capitalization and Liabilities $289,053
========
OES Finance Incorporated
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $ 0
-------
Fuel and purchased power 0
Other operation and maintenance expenses 7
-------
Total operation and maintenance expenses 7
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
-------
Total operating expense and taxes 7
-------
Operating income (7)
Other income (expense) 21,140
-------
Total income 21,133
-------
Interest charges 20,441
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
-------
Net interest and other charges 20,441
-------
Net income 692
Preferred stock dividend requirements 0
-------
Earnings on common stock $ 692
=======
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- ---------------------------------------------------------
Beginning balance $ 1,110
Plus: net income 692
Less: common dividends 0
preferred dividends 0
-------
Ending Balance $ 1,802
=======
OES Ventures Incorporated
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- -------------------------------------------------------
Assets
Utility plant, net of depreciation $ 282
Other property and investments 15,731
Current assets 6,404
Regulatory assets 0
Other deferred charges 39
-------
Total Assets $22,456
=======
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $15,800
Retained earnings (deficit) 867
-------
Total common shareholders' equity 16,667
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
-------
Total capitalization 16,667
Current liabilities 5,789
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
-------
Total Capitalization and Liabilities $22,456
=======
OES Ventures Incorporated
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $ 138
-----
Fuel and purchased power 0
Other operation and maintenance expenses 72
-----
Total operation and maintenance expenses 72
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
-----
Total operating expense and taxes 72
-----
Operating income 66
Other income (expense) 801
-----
Total income 867
-----
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
-----
Net interest and other charges 0
-----
Net income 867
Preferred stock dividend requirements 0
-----
Earnings on common stock $ 867
=====
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Beginning balance $ 0
Plus: net income 867
Less: common dividends 0
preferred dividends 0
-----
Ending Balance $ 867
=====
Ohio Edison Financing Trust
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 123,711
Current assets 0
Regulatory assets 0
Other deferred charges 0
--------
Total Assets $123,711
========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $ 3,711
Retained earnings (deficit) 0
---------
Total common shareholders' equity 3,711
Ohio Edison obligated mandatorily redeemable
preferred securities of subsidiary trust
holding solely Ohio Edison subordinated
debentures 120,000
Long-term debt 0
--------
Total capitalization 123,711
Current liabilities 0
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
--------
Total Capitalization and Liabilities $123,711
========
Ohio Edison Financing Trust
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $ 0
--------
Fuel and purchased power 0
Other operation and maintenance expenses 0
Total operation and maintenance expenses 0
--------
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
--------
Total operating expense and taxes 0
--------
Operating income 0
Other income (expense) 11,134
--------
Total income 11,134
--------
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
--------
Net interest and other charges 0
--------
Net income 11,134
Preferred stock dividend requirements 10,800
--------
Earnings on common stock $ 344
========
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Beginning balance $ 0
Plus: net income 334
Less: common dividends 334
preferred dividends 0
--------
Ending Balance $ 0
========
The Cleveland Electric Illuminating Company
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $4,822,935
Other property and investments 665,285
Current assets 312,407
Regulatory assets 1,333,979
Other deferred charges 202,850
----------
Total Assets $7,337,456
==========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $1,320,766
Retained earnings (deficit) (310,900)
----------
Total common shareholders' equity 1,009,866
Preferred stock:
Not subject to mandatory redemption 238,325
Subject to mandatory redemption 172,404
Long-term debt 3,074,509
----------
Total capitalization 4,495,104
Current liabilities 793,706
Accumulated deferred income taxes 1,328,181
Accumulated deferred investment tax credits 172,186
Other liabilities 548,279
----------
Total Capitalization and Liabilities $7,337,456
==========
The Cleveland Electric Illuminating Company
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $1,788,283
----------
Fuel and purchased power 418,311
Other operation and maintenance expenses 470,643
----------
Total operation and maintenance expenses 888,954
Depreciation and amortization, net 239,486
General taxes 224,056
Income taxes 81,413
----------
Total operating expense and taxes 1,433,909
----------
Operating income 354,374
Other income (expense) (12,988)
----------
Total income 341,386
----------
Interest charges 234,307
Allowance for borrowed funds used during
construction and capitalized interest (1,675)
Subsidiaries' preferred stock dividend
requirements 0
----------
Net interest and other charges 232,632
----------
Net income 108,754
Preferred stock dividend requirements 37,309
----------
Earnings on common stock $ 71,445
==========
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Beginning balance $ (238,040)
Plus: net income 108,754
Less: common dividends 143,815
preferred dividends 37,799
----------
Ending Balance $ (310,900)
==========
The Toledo Edison Company
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $1,970,517
Other property and investments 413,887
Current assets 188,727
Regulatory assets 914,600
Other deferred charges 84,567
----------
Total Assets $3,572,298
==========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $797,800
Retained earnings (deficit) 18,995
--------
Total common shareholders' equity 816,795
Preferred stock:
Not subject to mandatory redemption 210,000
Subject to mandatory redemption 1,690
Long-term debt 1,163,086
----------
Total capitalization 2,191,571
Current liabilities 363,718
Accumulated deferred income taxes 562,474
Accumulated deferred investment tax credits 73,451
Other liabilities 381,084
----------
Total Capitalization and Liabilities $3,572,298
==========
The Toledo Edison Company
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $ 914,730
---------
Fuel and purchased power 177,303
Other operation and maintenance expenses 331,822
---------
Total operation and maintenance expenses 509,125
Depreciation and amortization, net 112,101
General taxes 87,617
Income taxes 44,168
---------
Total operating expense and taxes 753,011
---------
Operating income 161,719
Other income (expense) 318
---------
Total income 162,037
---------
Interest charges 94,168
Allowance for borrowed funds used during
construction and capitalized interest (471)
Subsidiaries' preferred stock dividend
requirements 0
---------
Net interest and other charges 93,697
---------
Net income 68,340
Preferred stock dividend requirements 16,898
---------
Earnings on common stock $ 51,442
=========
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- -------------------------------------------------------
Beginning balance $ (32,458)
Plus: net income 68,340
Less: common dividends 0
preferred dividends 16,887
---------
Ending Balance $ 18,995
=========
Centerior Service Company
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 0
Current assets 65,944
Regulatory assets 0
Other deferred charges 1,058
----------
Total Assets $67,002
==========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $13,950
Retained earnings (deficit) 0
----------
Total common shareholders' equity 13,950
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
-----------
Total capitalization 13,950
Current liabilities 17,771
Accumulated deferred income taxes 2,397
Accumulated deferred investment tax credits 0
Other liabilities 32,884
-------
Total Capitalization and Liabilities $67,002
=======
Centerior Service Company
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- ---------------------------------------------------------
Operating revenues $ 0
---------
Fuel and purchased power 0
Other operation and maintenance expenses 219,825
---------
Total operation and maintenance expenses 219,825
Depreciation and amortization, net 0
General taxes 6,514
Income taxes 701
---------
Total operating expense and taxes 227,040
---------
Operating income (227,040)
Other income (expense) 227,040
---------
Total income 0
---------
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
---------
Net interest and other charges 0
---------
Net income 0
Preferred stock dividend requirements 0
---------
Earnings on common stock $ 0
=========
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- ---------------------------------------------------------
Beginning balance $ 0
Plus: net income 0
Less: common dividends 0
preferred dividends 0
---
Ending Balance $ 0
===
Centerior Properties Company
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- ------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 26,516
Current assets 9,193
Regulatory assets 0
Other deferred charges 280
-------
Total Assets $35,989
=======
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $18,985
Retained earnings (deficit) 13,622
-------
Total common shareholders' equity 32,607
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
-------
Total capitalization 32,607
Current liabilities 1,232
Accumulated deferred income taxes 1,643
Accumulated deferred investment tax credits 0
Other liabilities 507
-------
Total Capitalization and Liabilities $35,989
=======
Centerior Properties Company
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- -------------------------------------------------------
Operating revenues $ 0
------
Fuel and purchased power 0
Other operation and maintenance expenses 0
------
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
------
Total operating expense and taxes 0
------
Operating income 0
Other income (expense) 1,456
------
Total income 1,456
------
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
------
Net interest and other charges 0
------
Net income 1,456
Preferred stock dividend requirements 0
------
Earnings on common stock $1,456
======
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Beginning balance $12,166
Plus: net income 1,456
Less: common dividends 0
preferred dividends 0
-------
Ending Balance $13,622
=======
Centerior Enterprises Corporation
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- ---------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 48,471
Current assets 1,605
Regulatory assets 0
Other deferred charges 0
-------
Total Assets $50,076
=======
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $50,458
Retained earnings (deficit) (378)
-------
Total common shareholders' equity 50,080
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
-------
Total capitalization 50,080
Current liabilities (4)
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
-------
Total Capitalization and Liabilities $50,076
=======
Centerior Enterprises Corporation
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve months Ended June 30, 1997
(In thousands)
- ----------------------------------------------------------
Operating revenues $ 0
----
Fuel and purchased power 0
Other operation and maintenance expenses 0
----
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
----
Total operating expense and taxes 0
----
Operating income 0
Other income (expense) 540
----
Total income 540
----
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
----
Net interest and other charges 0
----
Net income 540
Preferred stock dividend requirements 0
----
Earnings on common stock $540
====
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Beginning balance $ (918)
Plus: net income 540
Less: common dividends 0
preferred dividends 0
------
Ending Balance $ (378)
======
Fertile Earth, Inc.
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- ------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 425
Current assets 381
Regulatory assets 0
Other deferred charges 36
------
Total Assets $ 842
=====
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $ 882
Retained earnings (deficit) (480)
-----
Total common shareholders' equity 402
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
-----
Total capitalization 402
Current liabilities 0
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 440
-----
Total Capitalization and Liabilities $ 842
=====
Fertile Earth, Inc.
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $ 0
------
Fuel and purchased power 0
Other operation and maintenance expenses 0
------
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
------
Total operating expense and taxes 0
------
Operating income 0
Other income (expense) (245)
------
Total income (245)
------
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
------
Net interest and other charges 0
------
Net income (245)
Preferred stock dividend requirements 0
------
Earnings on common stock $ (245)
======
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Beginning balance $ (235)
Plus: net income (245)
Less: common dividends 0
preferred dividends 0
------
Ending Balance $ (480)
======
Centerior Communications Holdings, Inc.
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- -------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 35,327
Current assets 0
Regulatory assets 0
Other deferred charges 0
-------
Total Assets $35,327
=======
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $35,327
Retained earnings (deficit) 0
-------
Total common shareholders' equity 35,327
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
-------
Total capitalization 35,327
Current liabilities 0
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
-------
Total Capitalization and Liabilities $35,327
=======
Centerior Communications Holdings, Inc.
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve months ended June 30, 1997
(In thousands)
- ------------------------------------------------------
Operating revenues $ 0
----
Fuel and purchased power 0
Other operation and maintenance expenses 0
----
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
----
Total operating expense and taxes 0
----
Operating income 0
Other income (expense) 0
----
Total income 0
----
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
----
Net interest and other charges 0
----
Net income 0
Preferred stock dividend requirements 0
----
Earnings on common stock $ 0
====
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months ended June 30, 1997
(In thousands)
- -------------------------------------------------------
Beginning balance $ 0
Plus: net income 0
Less: common dividends 0
preferred dividends 0
---
Ending Balance $ 0
===
Centerior Funding Corporation
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 0
Current assets 132,161
Regulatory assets 0
Other deferred charges 923
--------
Total Assets $133,084
========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $ 98,208
Retained earnings (deficit) 211
--------
Total common shareholders' equity 98,419
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
--------
Total capitalization 98,419
Current liabilities 34,665
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
--------
Total Capitalization and Liabilities $133,084
========
Centerior Funding Corporation
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve months ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $ 0
------
Fuel and purchased power 0
Other operation and maintenance expenses 0
------
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
------
Total operating expense and taxes 0
------
Operating income 0
Other income (expense) 6,143
------
Total income 6,143
------
Interest charges 1,677
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
------
Net interest and other charges 1,677
------
Net income 4,466
Preferred stock dividend requirements 0
------
Earnings on common stock $4,466
======
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Beginning balance $ 452
Plus: net income 4,466
Less: common dividends 4,707
preferred dividends 0
------
Ending Balance $ 211
======
Toledo Edison Capital Corporation
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 0
Current assets 0
Regulatory assets 0
Other deferred charges 28,000
-------
Total Assets $28,000
=======
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $28,000
Retained earnings (deficit) 0
-------
Total common shareholders' equity 28,000
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
-------
Total capitalization 28,000
Current liabilities 0
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
-------
Total Capitalization and Liabilities $28,000
=======
Toledo Edison Capital Corporation
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve months ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $ 0
----
Fuel and purchased power 0
Other operation and maintenance expenses 0
----
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
----
Total operating expense and taxes 0
----
Operating income 0
Other income (expense) 0
----
Total income 0
----
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
----
Net interest and other charges 0
----
Net income 0
Preferred stock dividend requirements 0
----
Earnings on common stock $ 0
====
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months ended June 30, 1997
(In thousands)
- ---------------------------------------------------------
Beginning balance $ 0
Plus: net income 0
Less: common dividends 0
preferred dividends 0
----
Ending Balance $ 0
====
Centerior Energy Services, Inc.
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 0
Current assets 20
Regulatory assets 0
Other deferred charges 0
---
Total Assets $20
===
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $20
Retained earnings (deficit) 0
---
Total common shareholders' equity 20
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
---
Total capitalization 20
Current liabilities 0
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
---
Total Capitalization and Liabilities $20
===
Centerior Energy Services, Inc.
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve months ended June 30, 1997
(In thousands)
- ------------------------------------------------------
Operating revenues $ 0
---
Fuel and purchased power 0
Other operation and maintenance expenses 0
---
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
---
Total operating expense and taxes 0
Operating income 0
Other income (expense) 0
---
Total income 0
---
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
---
Net interest and other charges 0
---
Net income 0
Preferred stock dividend requirements 0
---
Earnings on common stock $ 0
===
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Beginning balance $ 0
Plus: net income 0
Less: common dividends 0
preferred dividends 0
---
Ending Balance $ 0
===
Centerior Power Enterprises Incorporated
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- ------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 0
Current assets 50
Regulatory assets 0
Other deferred charges 0
---
Total Assets $50
===
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $50
Retained earnings (deficit) 0
---
Total common shareholders' equity 50
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
---
Total capitalization 50
Current liabilities 0
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
---
Total Capitalization and Liabilities $50
===
Centerior Power Enterprises Incorporated
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve months ended June 30, 1997
(In thousands)
- --------------------------------------------------------
Operating revenues $ 0
---
Fuel and purchased power 0
Other operation and maintenance expenses 0
---
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
---
Total operating expense and taxes 0
---
Operating income 0
Other income (expense) 0
---
Total income 0
---
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
---
Net interest and other charges 0
---
Net income 0
Preferred stock dividend requirements 0
---
Earnings on common stock $ 0
===
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months ended June 30, 1997
(In thousands)
- -------------------------------------------------------
Beginning balance $ 0
Plus: net income 0
Less: common dividends 0
preferred dividends 0
---
Ending Balance $ 0
===
Market Responsive Energy, Inc.
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
In thousands)
- -------------------------------------------------------
Assets
Utility plant, net of depreciation $ 0
Other property and investments 0
Current assets 1
Regulatory assets 0
Other deferred charges 0
---
Total Assets $ 1
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $ 1
Retained earnings (deficit) 0
---
Total common shareholders' equity 1
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
---
Total capitalization 1
Current liabilities 0
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
---
Total Capitalization and Liabilities $ 1
===
Market Responsive Energy, Inc.
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve months ended June 30, 1997
(In thousands)
- ------------------------------------------------------
Operating revenues $ 0
---
Fuel and purchased power 0
Other operation and maintenance expenses 0
---
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
---
Total operating expense and taxes 0
Operating income 0
Other income (expense) 0
---
Total income 0
---
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend
requirements 0
---
Net interest and other charges 0
---
Net income 0
Preferred stock dividend requirements 0
---
Earnings on common stock $ 0
===
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve months ended June 30, 1997
(In thousands)
- ------------------------------------------------------
Beginning balance $ 0
Plus: net income 0
Less: common dividends 0
preferred dividends 0
---
Ending Balance $ 0
===
OES Fuel, Incorporated
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- ------------------------------------------------------------
Assets
Utility plant, net of depreciation $ 71,740
Other property and investments 7,289
Current assets 76,508
Regulatory assets 0
Other deferred charges 2,130
--------
Total Assets $157,667
========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $17,000
Retained earnings (deficit) 2,512
-------
Total common shareholders' equity 19,512
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 71,000
-------
Total capitalization 90,512
Current liabilities 64,804
Accumulated deferred income taxes 2,351
Accumulated deferred investment tax credits 0
Other liabilities 0
--------
Total Capitalization and Liabilities $157,667
========
OES Fuel, Incorporated
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- ----------------------------------------------------------
Operating revenues $56,217
-------
Fuel and purchased power 45,657
Other operation and maintenance expenses 755
-------
Total operation and maintenance expenses 46,412
Depreciation and amortization, net 45
General taxes 1,859
Income taxes 2,549
-------
Total operating expense and taxes 50,865
-------
Operating income 5,352
Other income (expense) 5,359
-------
Total income 10,711
Interest charges 10,166
Allowance for borrowed funds used during
construction and capitalized interest (766)
Subsidiaries' preferred stock dividend
requirements 0
-------
Net interest and other charges 9,400
Net income 1,311
Preferred stock dividend requirements 0
--------
Earnings on common stock $ 1,311
========
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- ---------------------------------------------------------
Beginning balance $ 1,201
Plus: net income 1,311
Less: common dividends 0
preferred dividends 0
--------
Ending Balance $ 2,512
========
OES Nuclear, Incorporated
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- --------------------------------------------------------
Assets
Utility plant, net of depreciation $ 148,307
Other property and investments 0
Current assets 17,539
Regulatory assets 0
Other deferred charges 0
--------
Total Assets $165,846
========
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $ 10
Retained earnings (deficit) 174
-----
Total common shareholders' equity 184
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 143,000
-------
Total capitalization 143,184
Current liabilities 5,200
Accumulated deferred income taxes 17,462
Accumulated deferred investment tax credits 0
Other liabilities 0
--------
Total Capitalization and Liabilities $165,846
========
OES Nuclear, Incorporated
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- -------------------------------------------------------------
Operating revenues $20,860
-------
Fuel and purchased power 0
Other operation and maintenance expenses 0
-------
Total operation and maintenance expenses 0
Depreciation and amortization, net 5,129
General taxes 3,392
Income taxes 72
-----
Total operating expense and taxes 8,593
-----
Operating income 12,267
Other income (expense) 6
------
Total income 12,273
------
Interest charges 12,168
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend requirements 0
------
Net interest and other charges 12,168
Net income 105
Preferred stock dividend requirements 0
-------
Earnings on common stock $ 105
=======
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- -------------------------------------------------------------
Beginning balance $ 69
Plus: net income 105
Less: common dividends 0
preferred dividends 0
-----
Ending Balance $ 174
=====
Centerior Telecom Company
UNAUDITED CONDENSED BALANCE SHEET
June 30, 1997
(In thousands)
- -------------------------------------------------------------
Assets
Utility plant, net of depreciation $ 5,770
Other property and investments 0
Current assets 9,127
Regulatory assets 0
Other deferred charges 0
-------
Total Assets $14,897
=======
Capitalization and Liabilities
Common shareholders' equity:
Common stock and other paid-in capital $11,001
Retained earnings (deficit) 906
--------
Total common shareholders' equity 11,907
Preferred stock:
Not subject to mandatory redemption 0
Subject to mandatory redemption 0
Long-term debt 0
-------
Total capitalization 11,907
Current liabilities 2,990
Accumulated deferred income taxes 0
Accumulated deferred investment tax credits 0
Other liabilities 0
-------
Total Capitalization and Liabilities $14,897
=======
Centerior Telecom Company
UNAUDITED CONDENSED STATEMENT OF INCOME
Twelve Months Ended June 30, 1997
(In thousands)
- ------------------------------------------------------------
Operating revenues $ 0
----
Fuel and purchased power 0
Other operation and maintenance expenses 0
Total operation and maintenance expenses 0
Depreciation and amortization, net 0
General taxes 0
Income taxes 0
---
Total operating expense and taxes 0
---
Operating income 0
Other income (expense) 906
---
Total income 906
---
Interest charges 0
Allowance for borrowed funds used during
construction and capitalized interest 0
Subsidiaries' preferred stock dividend requirements 0
---
Net interest and other charges 0
---
Net income 906
Preferred stock dividend requirements 0
----
Earnings on common stock $906
====
UNAUDITED CONDENSED STATEMENT OF RETAINED EARNINGS
Twelve Months Ended June 30, 1997
(In thousands)
- ----------------------------------------------------------
Beginning balance $ 0
Plus: net income 906
Less: common dividends 0
preferred dividends 0
-----
Ending Balance $ 906
=====
FIRSTENERGY CORP.
Subsidiaries Not Operational as of June 30, 1997:
FirstEnergy Securities Transfer Company
FirstEnergy Services Corporation
Ohio Edison Financing Trust II
Bay Shore Power Company
