FORM U-3A-2
Annual Filing--1997
File No. 69-315
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Statement by Holding Company Claiming Exemption Under Rule U-3A-2
from the Provisions of the Public Utility Holding Company Act of 1935.
To Be Filed Annually Prior to March 1
CENTERIOR ENERGY CORPORATION
hereby files with the Securities and Exchange Commission, pursuant to
Rule 2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935. In
support of such claim for exemption the following information is
submitted.
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof.
Centerior Energy Corporation ("Centerior") was incorporated in the State
of Ohio in 1985. The principal executive offices of Centerior are
located in Independence, Ohio. Centerior is a Holding Company within
the meaning of Section 2(a)(7) of the Public Utility Holding Company Act
of 1935 (the "Act").
Centerior's principal business is the holding of all of the outstanding
common stock of six subsidiaries which are The Cleveland Electric
Illuminating Company ("CEI"), The Toledo Edison Company ("TE"),
Centerior Service Company ("CSC"), Centerior Properties Company ("CPC"),
Centerior Enterprises Company ("Enterprises"), and Market Responsive
Energy, Inc. ("MRE").
CEI was incorporated under the laws of the State of Ohio in 1892 and is
a public utility engaged primarily in the generation, transmission,
distribution and sale of electric energy to an area of approximately
1,700 square miles in northeastern Ohio, including Cleveland, extending
about 100 miles along the southern shore of Lake Erie west from
Pennsylvania. During the 12 months ended December 31, 1996, all of
CEI's operating revenues were derived from the sale of electricity.
TE was incorporated under the laws of the State of Ohio in 1901 and is a
public utility engaged primarily in the generation, transmission,
distribution and sale of electric energy in Toledo and northwestern
Ohio, covering an area of approximately 2,500 square miles. During the
12 months ended December 31, 1996, all of TE's operating revenues were
derived from the sale of electricity.
CSC was incorporated under the laws of the State of Ohio in 1986 and is
a service company that has entered into service agreements in the State
of Ohio concerning management, engineering, legal, finance, nuclear
operations, construction, systems dispatch and certain other matters
with CEI, TE and Centerior.
CPC is an Ohio corporation organized on March 23, 1929 that is involved
in real estate activities.
Enterprises is an Ohio corporation organized on July 28, 1971 whose
principal business presently involves the ownership of stock investments
in certain non-utility ventures.
MRE is an Ohio corporation organized June 30, 1995 that is a power
marketer in the wholesale power markets.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation,
transmission, and distribution of electric energy for sale, or for the
production, transmission, and distribution of natural or manufactured
gas, indicating the location of principal generating plants,
transmission lines, producing fields, gas manufacturing plants, and
electric and gas distribution facilities, including all such properties
which are outside the State in which claimant and its subsidiaries are
organized and all transmission or pipelines which deliver or receive
electric energy or gas at the borders of such State.
Centerior owns no such property and CSC, CPC, Enterprises, and MRE are
not public utilities.
CEI
CEI's generating properties consist of all or a portion of (i) 15 units
at four fossil fuel plants including the Avon Lake Plant, located in
Avon Lake, Ohio, the Lake Shore Plant, located in Cleveland, Ohio, the
Eastlake Plant, located in Eastlake, Ohio, and the Ashtabula Plant,
located in Ashtabula, Ohio; (ii) a 454 megawatt share of Davis-Besse
Nuclear Power Station located in Oak Harbor, Ohio; and (iii) a 351
megawatt share of a pumped storage hydroelectric plant (the Seneca
Plant) located in Warren, Pennsylvania. These six CEI-owned plants have
a net demonstrated capability of 3,279 megawatts during the winter,
although this includes the Lake Shore Plant (245 megawatts), which is on
cold standby status and can be returned to service, if needed.
On September 30, 1987, CEI sold essentially all of its 470 megawatt
undivided tenant-in-common interests in Units 1, 2 and 3 of the
Mansfield Plant located in Shippingport, Pennsylvania. As a result of
separate sale and leaseback transactions completed on that date, CEI and
TE are co-lessees of 6.5% (51 megawatts), 45.9% (358 megawatts) and
44.38% (355 megawatts) of Units 1, 2 and 3, respectively, of the coal-
fired Mansfield Plant for terms of about 29-1/2 years.
CEI also owns a 371 megawatt share of Perry Nuclear Power Plant Unit No.
1 (Perry Unit 1) located in Perry, Ohio, which was placed in commercial
operation on November 18, 1987. In addition, CEI owns a 201 megawatt
share of Beaver Valley Nuclear Power Station Unit No. 2 located in
Shippingport, Pennsylvania, which was placed in commercial operation on
November 17, 1987 and leases, as co-lessee with TE, another 18.26% (150
megawatts) of Beaver Valley Unit 2 for a term of about 29-1/2 years.
CEI owns the transmission facilities located in the area it serves in
northeastern Ohio for transmitting electric energy to all of its
customers, except for one 5.5 mile 138kV transmission line that CEI
leases from the City of Cleveland. The portions of the transmission
lines located in Pennsylvania to the Seneca Plant, Mansfield Plant and
the Beaver Valley Power Station are not owned by CEI. CEI has a
transmission interconnection with Pennsylvania Electric Company which
provides for transmission of electric energy from the Seneca Plant.
CEI also has interconnections with Ohio Edison Company which provide for
the transmission of electric energy from the Mansfield Plant and the
Beaver Valley Nuclear Power Station, and also interconnects with AEP
(Ohio Power).
CEI's transmission facilities consist of transmission lines and
transmission substations operating at various voltages between 11,000
volts and 345,000 volts.
CEI owns the distribution facilities located in the area it serves in
northeastern Ohio for distributing electric energy to all of its
customers. These distribution facilities consist primarily of
distribution lines and distribution substations and related service
facilities and are used to serve electric energy to customers pursuant
to franchises granted by the State of Ohio and, in some instances, by
municipalities.
TE
TE's generating properties consist of (i) one wholly-owned fossil fuel
electric generating stations, Acme and Bay Shore, located in Lucas
County, Ohio; and (ii) a 429 megawatt share of Davis-Besse Nuclear Power
Station located in Oak Harbor, Ohio. TE also owns five internal
combustion turbine generator units with an aggregate capability of 77
megawatts located in northwestern Ohio. These TE-owned plants have a
net demonstrated capability of 1,137 megawatts during the winter.
On September 30, 1987, TE sold essentially all of its 294 megawatt
undivided tenant-in-common interests in Units 2 and 3 of the Mansfield
Plant located in Shippingport, Pennsylvania. As a result of separate
sale and leaseback transactions completed on that date, TE and CEI are
co-lessees of 6.5% (51 megawatts), 45.9% (358 megawatts) and 44.38% (355
megawatts) of Units 1, 2 and 3, respectively, of the coal-fired
Mansfield Plant for terms of about 29-1/2 years.
TE also owns a 238 megawatt share of Perry Unit 1. On September 30,
1987 TE sold about 18.26% (150 megawatts) of its undivided tenant-in-
common interests in Beaver Valley Power Station Unit No. 2 located in
Shippingport, Pennsylvania (TE had owned 19.91% (163 megawatts) and has
retained about a 1.65% interest in that Unit). On the same day, the
purchasers leased those interests to TE (with CEI as co-lessee) for a
term of about 29-1/2 years. TE is selling 150 megawatts of its Beaver
Valley Unit 2 leased capacity entitlement to CEI. This sale commenced
in November 1988 and it is anticipated that it will continue at least
until 1998.
TE's transmission facilities consist of transmission lines and
transmission substations operating at various voltages between 23,000
volts and 345,000 volts. TE owns the transmission facilities located in
the area it serves in northwestern Ohio for transmitting electric energy
to all of its customers. The portions of the transmission lines located
in Pennsylvania to the Mansfield Plant and the Beaver Valley Power
Station are not owned by TE. TE has interconnections with Ohio Edison
Company which provide for the transmission of electric energy from the
Mansfield Plant and the Beaver Valley Nuclear Power Station. TE also
has transmission interconnections with Consumers Power Company, Detroit
Edison and AEP (Ohio Power).
TE owns the distribution facilities located in the area it serves in
northwestern Ohio for distributing electric energy to all of its
customers. These distribution facilities consist primarily of
distribution lines and distribution substations and related service
facilities and are used to serve electric energy to its customers.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kwh of electric energy sold (at retail or wholesale), and
Mcf. of natural or manufactured gas distributed at retail.
Centerior CEI Toledo Edison CSC
N/A 21,520,456,000 11,054,347,000 N/A
kwh kwh
(b) Number of kwh of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State in which each
such company is organized.
Centerior CEI Toledo Edison CSC
N/A None None N/A
(c) Number of kwh of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which each such
company is organized, or at the State line.
Centerior CEI Toledo Edison CSC
N/A 1,323,238,000 306,565,000 N/A
kwh kwh
(d) Number of kwh of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each such company
is organized or at the State line.
Centerior CEI Toledo Edison CSC
N/A 110,948,000* (72,221,000)* N/A
kwh kwh
____________________
* Net Kwh of purchases and non-monetary power exchange transactions
with wholesale customers outside the State.
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or
a foreign utility company, stating monetary amounts in United States
dollars:
(a) Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas.
Not applicable.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
Not applicable.
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility company by the holding
company claiming exemption; and any debt or other financial obligation
for which there is recourse, directly or indirectly, to the holding
claiming exemption or another system company, other than the EWG or
foreign utility company.
Not applicable.
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
Not applicable.
(e) Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).
Not applicable.
Attached hereto as Exhibit A is a consolidating statement of income and
surplus of the claimant and its subsidiary companies for the last
calendar year together with a consolidating balance sheet of claimant
and its subsidiary companies as of the close of such calendar year.
The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 28th day of February,
1997.
CENTERIOR ENERGY CORPORATION
(Name of Claimant)
By:TERRENCE G. LINNERT
Terrence G. Linnert, Senior Vice
President, Chief Financial Officer
and General Counsel
(Centerior Energy Corporation has no seal)
ATTEST:
JANIS T. PERCIO, SECRETARY
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
Janis T. Percio Secretary
(Name) (Title)
Centerior Energy Corporation, P. O. Box 94661, Cleveland, Ohio
44101-4661
(Address)
EXHIBIT A
CONSOLIDATING FINANCIAL STATEMENTS OF
THE CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
FOR 1996
(UNAUDITED)
The following consolidating balance sheet at December 31, 1996 and the
consolidating income statement and retained earnings statement for the
twelve months ended December 31, 1996 are for the Centerior Energy
Corporation (Centerior Energy) and Subsidiaries.
Centerior Energy was organized in 1985 and acquired The Cleveland Electric
Illuminating Company and Subsidiaries (Cleveland Electric or CEI) and The
Toledo Edison Company (Toledo Edison or TE) on April 29, 1986. This
business combination was accounted for as a pooling of interests. The
consolidating financial statements also include the accounts of Centerior
Energy's wholly owned subsidiary, Centerior Service Company (Service
Company or CSC), which was incorporated in 1986. The Service Company
provides, at cost, management, financial, administrative, engineering,
legal and other services to Centerior Energy, Cleveland Electric and
Toledo Edison (Centerior Utilities). The consolidating financial
statements also include the accounts of three other wholly owned
subsidiaries of Centerior Energy: Centerior Properties Company (CPC),
Centerior Enterprises Company (Enterprises) and Market Responsive Energy,
Inc. (MRE). All significant intercompany items have been eliminated in
consolidation.
Centerior Energy and the Centerior Utilities follow the Uniform System of
Accounts prescribed by the Federal Energy Regulatory Commission and
adopted by The Public Utilities Commission of Ohio (PUCO). The Service
Company follows the Uniform System of Accounts for Mutual Service Companies
as prescribed by the Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935.
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
INCOME STATEMENT - YTD
For Twelve Months Ended December 1996
(Thousands of Dollars)
(Unaudited)
<CAPTION>
CX CX Interco.
CEI Energy Ent. Elimin. CEC
& Sub. TE CSC Corp. Co. CPC Reclass. Consolidated
--------- --------- --------- -------- ------- -------- ---------- --------------
OPERATING REVENUES
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Electric 1,789,961 897,259 - - - - (133,971) (1) 2,553,249
Service Company Revenues - - 208,612 - - - (208,612) (2) -
OPERATING EXPENSES
Fuel and Purchased Power 407,633 168,908 - - - - (111,771) (3) 464,770
Other Operation and Maintenance 426,436 231,005 201,097 251 - - (224,127) (4) 634,662
Generation Facilities Rental
Expense, Net 55,566 103,874 - - - - - 159,413
Depreciation and Amortization 210,547 93,721 - - - - - 304,268
Taxes, Other Than Fed Income Taxes 229,856 89,647 6,788 351 - - (6,788) (5) 319,854
Deferred Operating Expenses, Net 26,076 17,041 - - - - - 43,118
Federal Income Taxes 75,227 36,275 541 (211) - - (541) (6) 111,290
---------- -------- -------- ----------- ------- ------- ----------- ----------
Total Operating Expenses 1,431,341 740,444 208,426 391 - - (343,227) 2,037,376
---------- -------- -------- ----------- ------- ------- ----------- ----------
OPERATING INCOME 358,620 156,816 186 (391) - - 644 515,874
NON OPERATING INCOME
AFUDC - Equity 2,014 1,045 - - - - - 3,059
Other Income and Deductions, Net (10,210) (10,404) (186) 122,045 348 2,837 (121,918) (7) (17,488)
Deferred Carrying Charges - - - - - - - -
Federal Income Taxes - Cr (Exp) 6,107 4,774 - (589) - (995) - 9,297
---------- -------- -------- ----------- ---- -------- ---------- ----------
Total Nonoperating Income (2,089) (4,585) (186) 121,457 348 1,842 (121,918) (5,132)
INCOME BEFORE INTEREST CHARGES 356,531 152,230 - 121,065 348 1,842 (121,275) 510,741
INTEREST CHARGES
Long-term Debt 238,394 90,488 - - - - - 328,882
Short-term Debt 3,694 5,280 - - - - (911) (8) 8,063
AFUDC - Borrowed Funds (2,110) (827) - - - - - (2,938)
---------- --------- -------- ----------- ---- --------- --------- --------
Net Interest Charges 239,978 94,941 - - - - (911) 334,007
INCOME AFTER INTEREST CHARGES 116,553 57,289 - 121,065 348 1,842 (120,363) 176,734
PREF & PREFERENCE DIV REQ OF SUBS - - - - - - 55,669 (9) 55,669
--------- --------- -------- ----------- ---- -------- ---------- -------
NET INCOME 116,553 57,289 - 121,065 348 1,842 (176,032) 121,065
========== ========= ======== =========== ==== ======== =========== =======
PREF & PREFERENCE DIV REQUIREMENT 38,743 16,926 - - - - (55,669) (9) -
---------- --------- -------- ----------- ---- -------- ----------- -------
EARNINGS AVAILABLE FOR COMMON STOCK 77,810 40,363 - 121,065 348 1,842 (120,363) 121,065
=========== ========== ======== =========== ==== ======== =========== =======
AVERAGE COMMON SHARES OUTSTANDING - 148,027
=========== =======
EARNINGS PER COMMON SHARE - .82
=========== ========
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
INCOME STATEMENT
INTERCOMPANY ELIMINATIONS & RECLASSIFICATIONS
For Year Ended December 31, 1996
(Thousands of Dollars)
<CAPTION>
1. Operating Revenue - Electric
-------------------------------
<S> <C>
Centerior Utilities transmission line revenues (1,605)
Centerior Utilities microwave line revenues (98)
Centerior Utilities wheeling revenues (72)
Centerior Utilities A&G revenues (284)
Centerior Utilities sales for resale (111,771)
Centerior Utilities Labor Additive revenues (10,381)
Centerior Utilities Production Revenues (9,760)
----------------
OPERATING REVENUES (133,971)
2. Service Company Revenues
----------------
---------------------------
Service Company Revenues (208,612)
3. Fuel and Purchased Power
---------------------------
Centerior Utilities purchased power expenses (111,771)
4. Other Operation and Manitenance
---------------------------------
Centerior Utilities transmission line billings (1,605)
Centerior Utilities microwave line billings (98)
Centerior Utilities A&G expense billings (10,046)
Centerior Utilities overhead expense billings (10,381)
Centerior Utilities working capital billings (830)
Service Company expenses (less Taxes Other Than Income) (201,095)
Centerior Utilities rental expense billings -
Centerior Utilities wheeling expenses (72)
----------------
Other Operation and Maintenance (224,127)
5. Taxes, Other Than Income Taxes
---------------------------------
Service Company Taxes, other than income taxes (6,788)
6. Federal Income Taxes
-----------------------
Service Company federal income taxes (541)
7. Other Income and Deductions
------------------------------
Centerior Utilities working capital billings (830)
Centerior Utilities Rental Billings -
Centerior Utilities interest income (911)
Centerior Utilities equity earnings (120,363)
Service Company other income & deductions 186
----------------
(121,918)
8. Short Term Debt
------------------
Centerior Utilities interest expense (911)
9. Preferred Dividend Requirement of Centerior Utilities 55,669
--------------------------------------------------------
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
BALANCE SHEET Page 1 of 4
At December 31, 1996
(Thousands of Dollars)
(Unaudited)
<CAPTION>
The Cleveland
Electric The Toledo Centerior Centerior
Illuminating Edison Service Energy
Co. & Sub. Company Company Company
--------------- --------------- ------------ ------------
ASSETS
PROPERTY, PLANT AND EQUIPMENT
<S> <C> <C> <C> <C>
Utility Plant In Service 6,938,535 2,928,657 - -
Accumulated Depreciation and Amortization (2,252,321) (1,019,836) - -
--------------- --------------- ------------ ------------
4,686,214 1,908,821 - -
Construction Work In Progress 56,853 21,479 - -
--------------- --------------- ------------ ------------
4,743,067 1,930,300 - -
Nuclear Fuel, Net of Amortization 113,030 76,118 - -
Other Property, Less Accummulated Depreciation 53,547 8,460 - -
--------------- --------------- ------------ ------------
4,909,644 2,014,878 - -
CURRENT ASSETS
Cash and Temporary Cash Investments 30,273 81,454 268 12,220
Amounts Due from Customers and Others, Net 186,681 108,144 67,778 665
Unbilled Revenues 8,500 3,500 - -
Material & Supplies Owned, At Avg Cost 51,686 33,160 - -
Material & Supplies Under Consignment 23,655 10,383 - -
Taxes Applicable to Succeeding Years 181,609 68,352 - -
Other 15,237 3,479 1,209 4,351
--------------- --------------- ------------ ------------
497,641 308,472 69,255 17,236
REGULATORY AND OTHER ASSETS
Regulatory Assets 1,349,693 937,630 (240) -
Nuclear Plant Decommissioning Trusts 75,573 64,093 - -
Other 44,980 42,407 2,628 586
--------------- --------------- ------------ ------------
1,470,246 1,034,130 2,388 586
--------------- --------------- ------------ ------------
Investments In Associated Companies - - - 1,978,878
--------------- --------------- ------------ ------------
6,877,531 3,357,480 71,643 1,996,700
=============== =============== ============ ============
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
BALANCE SHEET Page 2 of 4
At December 31, 1996
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Intercompany
Centerior Centerior Eliminations
Enterprises Properties & Reclass-
Company Company ifications Consolidated
---------- ------------ ---------------- ----------------
ASSETS
PROPERTY, PLANT AND EQUIPMENT
<S> <C> <C> <C> <C>
Utility Plant In Service - - - 9,867,193
Accumulated Depreciation and Amortization - - - (3,272,158)
---------- ------------ ---------------- ----------------
- - - 6,595,035
Construction Work In Progress 337 - - 78,669
---------- ------------ ---------------- ----------------
337 - - 6,673,704
Nuclear Fuel, Net of Amortization - - - 189,148
Other Property, Less Accummulated Depreciation 462 26,821 - 89,291
---------- ------------ ---------------- ----------------
799 26,821 - 6,952,143
CURRENT ASSETS
Cash and Temporary Cash Investments 7,449 6,405 - 138,068
Amounts Due from Customers and Others, Net 5,140 1,509 (169,237) (1) 200,680
Unbilled Revenues - - - 12,000
Material & Supplies Owned, At Avg Cost - - - 84,846
Material & Supplies Under Consignment - - - 34,039
Taxes Applicable to Succeeding Years - - - 249,961
Other 7 - - 24,283
---------- ------------ ---------------- ----------------
12,596 7,914 (169,237) 743,877
REGULATORY AND OTHER ASSETS
Regulatory Assets - - - 2,277,083
Nuclear Plant Decommissioning Trusts - - - 139,667
Other 32,578 306 (26,051) (2) 97,432
---------- ------------ ---------------- ----------------
32,578 306 (26,051) 2,514,182
---------- ------------ ---------------- ----------------
Investments In Associated Companies - - (1,978,878) (3) -
---------- ------------ ---------------- ----------------
45,973 35,041 (2,174,166) 10,210,202
========== ============ ================ ================
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
BALANCE SHEET Page 3 of 4
AT December 31, 1996
(Thousands of Dollars)
(Unaudited)
<CAPTION>
The Cleveland
Electric The Toledo Centerior Centerior
Illuminating Edison Service Energy
Co. & Sub. Company Company Company
--------------- --------------- ------------ ------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
<S> <C> <C> <C> <C>
Long-Term Debt 2,441,215 1,003,026 - -
Preferred Stock 424,443 213,355 - -
Common Stock Equity 1,044,283 803,237 24,235 1,986,855
--------------- --------------- ------------ ------------
3,909,941 2,019,618 24,235 1,986,855
CURRENT LIABILITIES
Current Portion of Long Term Debt and Preferred 144,668 51,365 - -
Current Portion of Lease Obligations 51,592 36,244 - -
Accounts Payable 254,127 76,512 7,544 8,016
Accrued Taxes 315,998 72,829 (381) (535)
Accrued Interest 52,487 22,348 (9) -
Dividends Declared 15,228 - - -
Other 43,672 18,722 10,172 87
--------------- --------------- ------------ ------------
877,772 278,020 17,326 7,568
DEFERRED CREDITS AND OTHER LIABILITIES
Unamortized Investment Tax Credits 176,130 75,417 - -
Accumulated Deferred Federal Income Taxes 1,305,601 565,600 2,526 1,550
Unamortized Gain - Bruce Mansfield Sale 295,730 179,027 - -
Accumulated Def. Rents for Bruce Mansfield
plant and Beaver Valley Unit 2 98,767 39,188 - -
Nuclear Fuel Lease Obligations 73,947 48,491 - -
Retirement Benefits 72,843 102,214 23,938 -
Other 66,800 49,905 3,618 727
--------------- --------------- ------------ ------------
2,089,818 1,059,842 30,082 2,277
--------------- --------------- ------------ ------------
6,877,531 3,357,480 71,643 1,996,700
=============== =============== ============ ============
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
BALANCE SHEET Page 4 of 4
AT December 31, 1996
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Intercompany
Centerior Centerior Eliminations
Enterprises Properties & Reclass-
Company Company ifications Consolidated
---------- ------------ ---------------- ----------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
<S> <C> <C> <C> <C>
Long-Term Debt - - - 3,444,241
Preferred Stock - - - 637,798
Common Stock Equity 35,674 31,995 (1,939,425) (4) 1,986,855
---------- ------------ ---------------- ----------------
35,674 31,995 (1,939,425) 6,068,894
CURRENT LIABILITIES
Current Portion of Long Term Debt and Preferred - - - 196,033
Current Portion of Lease Obligations - - - 87,836
Accounts Payable 9,775 96 (218,065) (5) 138,005
Accrued Taxes 306 797 - 389,014
Accrued Interest - - - 74,826
Dividends Declared - - (1,251) (6) 13,977
Other - - - 72,653
---------- ------------ ---------------- ----------------
10,081 893 (219,316) 972,344
DEFERRED CREDITS AND OTHER LIABILITIES
Unamortized Investment Tax Credits - - - 251,547
Accumulated Deferred Federal Income Taxes - 1,646 - 1,876,924
Unamortized Gain - Bruce Mansfield Sale - - - 474,757
Accumulated Def. Rents for Bruce Mansfield
plant and Beaver Valley Unit 2 - - - 137,956
Nuclear Fuel Lease Obligations 217 - - 122,655
Retirement Benefits - - (15,423) (2) 183,571
Other 1 507 (2) (7) 121,554
---------- ------------ ---------------- ----------------
218 2,153 (15,425) 3,168,964
---------- ------------ ---------------- ----------------
45,973 35,041 (2,174,166) 10,210,202
========== ============ ================ ================
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
BALANCE SHEET
INTERCOMPANY ELIMINATIONS & RECLASSIFICATIONS
For Year Ended December 31, 1996
(Thousands of Dollars)
<CAPTION>
1. Amounts Due From Affiliates
------------------------------
<S> <C>
Intercompany receivables/payables (169,237)
2. Deferred Charges - Other
---------------------------
Reclassification of Cleveland Electric's
Pension Cost Accrual (15,423)
Other (10,628)
----------------
(26,051)
3. Investment In Associated Companies
-------------------------------------
Centerior Utilities Investment/Equity Elimination (286,728)
Centerior Utilities Loan From Centerior Energy (29,801)
Centerior Utilities Common Stock Elimination (1,919,312)
Undistributed Income 256,963
----------------
(1,978,878)
4. Common Stock Equity
----------------------
Centerior Utilities Investment/Equity Elimination (278,229)
Common Equity (1,919,410)
Retained Earnings 258,213
----------------
(1,939,426)
5. Accounts and Notes Payable to Affiliates
-------------------------------------------
Centerior Utilities Loan From Centerior Energy -
Intercompany receivables/payables;
and Mortgage Debt Reclass (218,065)
----------------
(218,065)
6. Dividends
------------
Preferred Dividend Accrual Adjustment (1,251)
7. Deferred Credit - Other
--------------------------
Elimination of Intercompany receivables/payables (2)
</TABLE>
<TABLE>
RETAINED EARNINGS
For Year Ended December 31, 1996
(Thousands of Dollars)
(Unaudited)
<CAPTION>
The Cleveland
Electric The Centerior
Illuminatin Toledo CenteriorCenterior Centerior Centerior Intercompany Energy
Company and Edison Service Energy EnterprisesProperties Eliminations & Corporation
Subsidiary Company Company Company Company Company Reclassifications Consolidated
---------- --------- -------- --------- ---------- --------- --------------- -------------
Retained Earnings (Deficit)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
at December 31, 1995 (193,146) (34,926) - (336,100) (550) 11,168 217,454 (1) (336,100)
ADDITIONS
Net Income for the twelve months
ended at December 31, 1996 116,553 57,289 - 121,065 348 1,842 (176,032)(2) 121,065
DEDUCTIONS
Dividends Declared
Common Stock 160,816 - - 118,422 - - (160,816)(3) 118,422
Preferred Stock 38,734 16,926 - - - - (55,660)(4) -
---------- --------- -------- --------- ---------- --------- --------------- -------------
Total Dividends 199,550 16,926 - 118,422 - - (216,476) 118,422
---------- --------- -------- --------- ---------- --------- --------------- -------------
Other 315 - - 313 - - (315)(5) 313
---------- --------- -------- --------- ---------- --------- --------------- -------------
Total Deductions 199,865 16,926 - 118,735 - - (216,791) 118,735
---------- --------- -------- --------- ---------- --------- --------------- -------------
Retained Earnings (Deficit)
at December 31, 1996 (276,458) 5,437 - (333,770) (202) 13,010 258,213 (333,770)
========== ========= ======== ========= ========== ========= =============== =============
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
RETAINED EARNINGS
INTERCOMPANY ELIMINATIONS
For Year Ended December 31, 1996
(Unaudited)
<S> <C>
1. Cumulative differences at beginning of year 217,454
2. Centerior Utilities net income (176,032)
3. Common stock dividends paid by Centerior Utilities to Centerior Energy (160,816)
4. Preferred stock dividends included in consolidated net income (55,660)
5. Preferred stock redemption expenses of Centerior Utilities recorded
by Centerior Energy (315)
</TABLE>
<TABLE>
<CAPTION>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES The Cleveland Centerior
CASH FLOWS Electric Energy
For Twelve Months Ended December 31, 1996 Illuminating The Toledo Centerior Corporation
(Thousands of Dollars) Company and Edison Service and Intercompany
(Unaudited) Subsidiary Company Company Subsidiaries Eliminations Consolidated
------------ ---------- --------- ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C> <C>
Net Income 116,553 57,289 121,065 (173,842)(1) 121,065
------- -------- -------- -------- -------
Adjustments to Reconcile Net Income
to Cash from Operating Activities:
Depreciation and amortization 210,547 93,721 304,268
Deferred federal income taxes 24,973 17,919 1,221 (408) (1,221)(2) 42,484
Unbilled revenues 4,500 (7,156) (2,656)
Deferred fuel 7,439 9,195 16,634
Leased nuclear fuel amortization 45,987 33,294 (1) 79,280
Amortization of deferred operating expenses, net 26,076 17,041 1 43,118
Allowance for equity funds used during construction (2,014) (1,045) (3,059)
Changes in amounts due from customers and others, net (3,914) (2,454) (375) 921 (4,559)(3) (10,381)
Net proceeds from accounts receivable securitization 64,891 78,461 143,352
Changes in materials and supplies 25,589 5,697 (1) 31,285
Changes in accounts payable (6,344) (9,737) 1,590 (577) 164 (4) (14,904)
Changes in working capital affecting operations 11,041 (501) (6,977) 916 1,339 (5) 5,818
Other noncash items (7,488) (10,203) (118,173) 118,173 (6) (17,691)
------- ------- ------- ------- ------- -------
Total Adjustments 401,283 224,232 (4,541) (117,321) 113,895 617,548
------- ------- ------- ------- ------- -------
Net Cash from Operating Activities 517,836 281,521 (4,541) 3,744 (59,947) 738,613
CASH FLOWS FROM FINANCING ACTIVITES
Notes payable to affiliates 106,618 (20,950) (85,668)(7)
Reacquired common stock (20) (20)
Equity contributions from parent 2,102 (2,102)
Maturities, redemptions and sinking funds (289,975) (73,128) (363,103)
Nuclear fuel lease obligations (51,730) (38,645) (90,375)
Dividends paid (200,141) (16,926) (118,422) 217,067 (8) (118,422)
Premiums, discounts and expenses (307) (260) (567)
------- ------- ------- ------- ------- -------
Net Cash from Financing Activities (435,535) (149,909) 2,102 (120,544) 131,399 (572,487)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash applied to construction (103,478) (47,134) (150,612)
Interest capitalized as AFUDC - borrowed (2,110) (827) (1) (2,938)
Loans to affiliates (81,817) (3,851) 85,668 (9)
Contributions to nuclear plant decommissioning trusts (11,989) (10,071) (22,060)
Investment in partnership (23,245) (23,245)
Other cash received (applied) (4,221) (3,978) 2,477 154,600 (157,119)(10) (8,241)
------- ------- ------- ------- ------- --------
Net Cash from Investing Activities (121,798) (143,827) 2,477 127,504 (71,452) (207,096)
------- ------- ------- ------- ------- --------
NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS (39,497) (12,215) 38 10,704 (40,970)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF YEAR 69,770 93,669 230 15,369 179,038
------- ------- ------- ------- ------- --------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR 30,273 81,454 268 26,073 138,068
======= ======= ======= ======= ======= ========
Interest payments (net of amounts capitalized) 237,000 92,000 (1,000)(11) 328,000
Federal income tax payments 29,732 15,950 182 118 45,982
</TABLE>
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
CASH FLOWS
For Twelve Months Ended December 31, 1996
INTERCOMPANY ELIMINATIONS
(Thousands of Dollars)
(Unaudited)
<S> <C>
1. Elimination of equity earnings from Centerior Utilities (118,173)
Adjustment for Centerior Utilities preferred dividend requirements (55,669)
---------
(173,842)
2. Elimination of miscellaneous intercompany federal taxes (1,221)
3. Elimination of intercompany receivables and other (4,559)
4. Elimination of intercompany payables and other 164
5. Elimination of miscellaneous intercompany working capital items 1,339
6. Elimination of equity earnings from Centerior Utilities 118,173
7. Elimination of intercompany loans between Centerior affiliates (85,668)
8. Elimination of dividends paid to Centerior Energy 160,816
Elimination of Centerior Utilities preferred dividends included in net income 55,669
Elimination of miscellaneous intercompany equity transactions 582
---------
217,067
9. Elimination of intercompany loans between Centerior affiliates 85,668
10. Elimination of change in Centerior Energy Corp equity investment due
to Centerior Utilities dividends (160,816)
Elimination of miscellaneous intercompany federal taxes 1,221
Elimination of intercompany receivables and other 4,559
Elimination of intercompany payables and other (164)
Elimination of miscellaneous intercompany working capital items (1,339)
Elimination of intercompany loans between Centerior affiliates 85,668
Elimination of intercompany loans between Centerior affiliates (85,668)
Elimination of miscellaneous intercompany equity transactions (582)
Elimination of miscellaneous rounding 2
---------
(157,119)
11. Elimnation of miscellaneous intercompany interest payments (1,000)
</TABLE>
EXHIBIT B
FINANCIAL DATA SCHEDULE
If, at the time a report on this form is filed, the registrant is required
to submit this report and any amendments thereto electronically via EDGAR,
the registrant shall furnish a Financial Data Schedule. This Schedule shall
set forth the financial and other data specified below that are applicable
to the registrant on a consolidated basis.
Item No. Caption Heading
1 Total Assets
2 Total Operating Revenues
3 Net Income
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.
NOT APPLICABLE
<TABLE> <S> <C>
<ARTICLE> OPUR3
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 10,210,202
<TOTAL-OPERATING-REVENUES> 2,553,249
<NET-INCOME> 121,065
</TABLE>
