-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VS62mRv52fJOhFQY201ChezhKIbD6CsKBh0WJ0N2nAJnPs6W8EWFbLMD+FWVtxQ+ xDlnQZgivcV9G4Rl6NvpHw== 0000073960-96-000008.txt : 19961115 0000073960-96-000008.hdr.sgml : 19961115 ACCESSION NUMBER: 0000073960-96-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961113 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO EDISON CO CENTRAL INDEX KEY: 0000073960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 340437786 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02578 FILM NUMBER: 96661055 BUSINESS ADDRESS: STREET 1: 76 S MAIN ST CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 2163845100 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- ------------- Commission File Number 1-2578 OHIO EDISON COMPANY (Exact name of Registrant as specified in its charter) Ohio 34-0437786 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 76 South Main Street, Akron, Ohio 44308 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 1-800-736-3402 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 152,569,437 shares of common stock, $9 par value, outstanding as of November 13, 1996. OHIO EDISON COMPANY TABLE OF CONTENTS Pages ----- Part I. Financial Information Consolidated Statements of Income 1 Consolidated Balance Sheets 2-3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5-6 Report of Independent Public Accountants 7 Management's Discussion and Analysis of Results of Operations and Financial Condition 8-9 Part II. Other Information PART I. FINANCIAL INFORMATION - ------------------------------ OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, -------------------- -------------------- 1996 1995 1996 1995 -------- -------- -------- -------- (In thousands, except per share amounts) OPERATING REVENUES $646,902 $667,013 $1,857,855 $1,848,585 OPERATING EXPENSES AND TAXES: Fuel and purchased power 114,301 126,589 345,748 346,690 Nuclear operating costs 65,207 73,083 187,477 225,049 Other operating costs 105,080 116,648 303,423 324,546 --------- --------- ---------- ---------- Total operation and maintenance expenses 284,588 316,320 836,648 896,285 Provision for depreciation 92,472 61,473 265,201 174,238 Amortization of net regulatory assets 7,421 6,382 20,241 13,009 General taxes 59,711 63,436 184,810 183,745 Income taxes 55,842 60,413 145,969 149,092 --------- --------- ---------- ---------- Total operating expenses and taxes 500,034 508,024 1,452,869 1,416,369 --------- --------- ---------- ---------- OPERATING INCOME 146,868 158,989 404,986 432,216 OTHER INCOME 7,169 1,190 24,861 8,016 --------- --------- ---------- ---------- TOTAL INCOME 154,037 160,179 429,847 440,232 --------- --------- ---------- ---------- NET INTEREST AND OTHER CHARGES: Interest on long-term debt 51,388 61,619 160,726 185,355 Deferred nuclear unit interest - - - (4,250) Allowance for borrowed funds used during construction and capitalized interest (476) (1,595) (2,544) (3,898) Other interest expense 6,763 5,946 17,588 17,708 Subsidiaries' preferred stock dividend requirements 3,857 1,157 11,570 3,618 --------- --------- ---------- ---------- Net interest and other charges 61,532 67,127 187,340 198,533 --------- --------- ---------- ---------- NET INCOME 92,505 93,052 242,507 241,699 PREFERRED STOCK DIVIDEND REQUIREMENTS 3,124 5,349 9,373 16,245 --------- --------- ---------- ---------- EARNINGS ON COMMON STOCK $ 89,381 $ 87,703 $ 233,134 $ 225,454 ========= ========= ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 144,143 143,750 144,039 143,636 ========= ========= ========== ========== EARNINGS PER SHARE OF COMMON STOCK $ .62 $ .61 $ 1.62 $ 1.57 ===== ===== ====== ====== DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $.375 $.375 $1.125 $1.125 ===== ===== ====== ====== The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
- 1 - OHIO EDISON COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30, December 31, 1996 1995 ------------- ------------ (In thousands) ASSETS ------ UTILITY PLANT: In service, at original cost $8,619,144 $8,556,722 Less--Accumulated provision for depreciation 3,249,574 3,051,148 ---------- ---------- 5,369,570 5,505,574 ---------- ---------- Construction work in progress- Electric plant 103,344 150,262 Nuclear fuel 14,022 39,613 ---------- ---------- 117,366 189,875 ---------- ---------- 5,486,936 5,695,449 ---------- ---------- OTHER PROPERTY AND INVESTMENTS: PNBV Capital Trust (Note 3) 464,325 - Letter of credit collateralization 277,763 277,763 Other 286,973 252,005 ---------- ---------- 1,029,061 529,768 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents 12,598 29,830 Receivables- Customers (less accumulated provisions of $2,337,000 and $2,528,000, respectively, for uncollectible accounts) 247,494 274,692 Other 53,080 54,988 Materials and supplies, at average cost- Owned 59,271 68,829 Under Consignment 48,150 41,080 Prepayments 68,006 82,257 ---------- ---------- 488,599 551,676 ---------- ---------- DEFERRED CHARGES: Regulatory assets 1,729,137 1,786,543 Unamortized sale and leaseback costs 101,033 103,091 Property taxes 104,071 104,071 Other 57,038 53,336 ---------- ---------- 1,991,279 2,047,041 ---------- ---------- $8,995,875 $8,823,934 ========== ==========
- 2 - OHIO EDISON COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30, December 31, 1996 1995 ------------- ------------ (In thousands) CAPITALIZATION AND LIABILITIES ------------------------------ CAPITALIZATION: Common stockholders' equity- Common stock, $9 par value, authorized 175,000,000 shares- 152,569,437 shares outstanding $1,373,125 $1,373,125 Other paid-in capital 727,294 726,307 Retained earnings 542,199 471,095 Unallocated employee stock ownership plan common stock - 8,376,103 and 8,663,575 shares, respectively (156,996) (162,656) ---------- ---------- Total common stockholders' equity 2,485,622 2,407,871 Preferred stock- Not subject to mandatory redemption 160,965 160,965 Subject to mandatory redemption 20,000 25,000 Preferred stock of consolidated subsidiary- Not subject to mandatory redemption 50,905 50,905 Subject to mandatory redemption 15,000 15,000 Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely Company subordinated debentures 120,000 120,000 Long-term debt 2,595,408 2,786,256 ---------- ---------- 5,447,900 5,565,997 ---------- ---------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock 283,261 376,716 Short-term borrowings 573,063 119,965 Accounts payable 76,200 100,536 Accrued taxes 159,266 131,432 Accrued interest 47,297 57,462 Other 166,021 196,482 ---------- ---------- 1,305,108 982,593 ---------- ---------- DEFERRED CREDITS: Accumulated deferred income taxes 1,755,917 1,772,434 Accumulated deferred investment tax credits 203,385 213,876 Other 283,565 289,034 ---------- ---------- 2,242,867 2,275,344 ---------- ---------- COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 2) ---------- ---------- $8,995,875 $8,823,934 ========== ========== The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.
- 3 - OHIO EDISON COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ---------------------- --------------------- 1996 1995 1996 1995 -------- -------- -------- -------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 92,505 $ 93,052 $242,507 $241,699 Adjustments to reconcile net income to net cash from operating activities- Provision for depreciation 92,472 61,473 265,201 174,238 Nuclear fuel and lease amortization 13,859 19,569 39,370 51,769 Deferred income taxes, net (1,269) 7,185 10,286 17,893 Investment tax credits, net (3,636) (2,287) (10,491) (6,299) Allowance for equity funds used during construction - 1,315 - - Deferred fuel costs, net 603 65 (4,516) 6,082 Receivables (487) (6,434) 29,106 957 Materials and supplies 8,647 12,527 2,488 16,253 Accounts payable (37,238) (5,577) (12,215) (5,491) Other 76,173 98,151 26,599 81,174 -------- -------- -------- -------- Net cash provided from operating activities 241,629 279,039 588,335 578,275 -------- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Long-term debt - 126,397 40,621 253,620 Short-term borrowings, net 326,098 - 453,098 - Redemptions and Repayments- Preferred stock 122 - 969 - Long-term debt 142 121,860 339,962 329,155 Short-term borrowings, net - 141,215 - 84,907 Dividend Payments- Common stock 55,333 47,882 164,254 163,267 Preferred stock 3,169 5,329 9,404 16,063 -------- -------- -------- -------- Net cash used for (provided from) financing activities (267,332) 189,889 20,870 339,772 -------- -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions 30,346 35,055 106,578 128,991 PNBV Capital Trust investment 464,325 - 464,325 - Other 6,784 1,896 13,794 20,237 -------- -------- -------- -------- Net cash used for investing activities 501,455 36,951 584,697 149,228 -------- -------- -------- -------- Net increase (decrease) in cash and cash equivalents 7,506 52,199 (17,232) 89,275 Cash and cash equivalents at beginning of period 5,092 60,367 29,830 23,291 -------- -------- -------- -------- Cash and cash equivalents at end of period $ 12,598 $112,566 $ 12,598 $112,566 ======== ======== ======== ======== The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
- 4 - OHIO EDISON COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1 - FINANCIAL STATEMENTS: The condensed consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary to fairly present results of operations for the interim periods. These statements should be read in conjunction with the consolidated financial statements and notes included in Ohio Edison Company's (Company) 1995 Annual Report to Stockholders. The results of operations are not intended to be indicative of results of operations for any future period. The sole assets of the subsidiary trust that is the obligor on the preferred securities included in the Company's capitalization are $123,711,350 principal amount of 9% Junior Subordinated Debentures of the Company due December 31, 2025. 2 - COMMITMENTS, GUARANTEES AND CONTINGENCIES: Construction Program -- The Company and its wholly owned subsidiary, Pennsylvania Power Company (Companies), currently forecast expenditures of approximately $650,000,000 for property additions and improvements from 1996-2000, of which approximately $130,000,000 is applicable to 1996. The Companies' nuclear fuel investments are expected to be approximately $160,000,000 during the 1996-2000 period, of which approximately $18,000,000 is applicable to 1996. Guarantees -- The Companies, together with the other Central Area Power Coordination Group companies, have each severally guaranteed certain debt and lease obligations in connection with a coal supply contract for the Bruce Mansfield Plant. As of September 30, 1996, the Companies' share of the guarantees were $58,287,000. The price under the coal supply contract, which includes certain minimum payments, has been determined to be sufficient to satisfy the debt and lease obligations. Environmental Matters -- Various federal, state and local authorities regulate the Companies with regard to air and water quality and other environmental matters. The Companies have estimated additional capital expenditures for environmental compliance of approximately $17,000,000 for the period 1996 through 2000, which is included in the construction forecast under "Construction Program." - 5 - The Companies are in compliance with the sulfur dioxide (SO2) and nitrogen oxides (NOx) reduction requirements under the Clean Air Act Amendments of 1990. SO2 reductions through the year 1999 are being achieved by burning lower-sulfur fuel, generating more electricity from lower-emitting plants and/or purchasing emission allowances. Plans for complying with reductions required for the year 2000 and thereafter have not been finalized. The Environmental Protection Agency (EPA) is conducting additional studies which could indicate the need for additional NOx reductions from the Companies' Pennsylvania facilities by the year 2003. The cost of such reductions, if required, may be substantial. The Companies continue to evaluate their compliance plans and other compliance options. The Companies are required to meet federally approved SO2 regulations. Violations of such regulations can result in shutdown of the generating unit involved, and/or civil or criminal penalties of up to $25,000 for each day the unit is in violation. The EPA has an interim enforcement policy for SO2 regulations in Ohio that allows for compliance based on a 30-day averaging period. The EPA has proposed regulations that could change the interim enforcement policy, including the method of determining compliance with emission limits. The Companies cannot predict what action the EPA may take in the future with respect to the proposed regulations or the interim enforcement policy. Legislative, administrative and judicial actions will continue to change the way that the Companies must operate in order to comply with environmental laws and regulations. With respect to any such changes and to the environmental matters described above, the Companies expect that any resulting additional capital costs which may be required, as well as any required increase in operating costs, would ultimately be recovered from their customers. Merger Agreement -- On September 13, 1996, the Company and Centerior Energy Corporation, an Ohio corporation, entered into an Agreement and Plan of Merger. Under the Merger Agreement, the Company and Centerior will form FirstEnergy Corp., a holding company which would directly hold all of the issued and outstanding common stock of the Company and all of the issued and outstanding common stock of Centerior's direct subsidiaries, which include among others, The Cleveland Electric Illuminating Company (CEI) and The Toledo Edison Company (Toledo). Penn Power would remain a wholly-owned subsidiary of the Company. As a result of the Merger, the respective common stock shareholders of the Company and Centerior would own all of the outstanding shares of FirstEnergy Common Stock. All other classes of capital stock of the Company and its subsidiaries and of the subsidiaries of Centerior would be unaffected by the Merger and would remain outstanding. - 6 - The Merger has been approved by the respective Boards of Directors of the Company and Centerior and is expected to close promptly after all of the conditions to the consummation of the Merger, including the receipt of all necessary regulatory approvals, are fulfilled or waived. The conditions include approval by the Public Utilities Commission of Ohio of a regulatory plan for CEI and Toledo acceptable to the Company and Centerior. Shareholder meetings to vote upon the Merger are expected to be held in February 1997. The receipt of all necessary regulatory approvals, including approvals from the Federal Energy Regulatory Commission, the Securities and Exchange Commission (SEC) and the Nuclear Regulatory Commission, are expected to take approximately twelve to eighteen months. The Merger is also subject to receipt of opinions of counsel that the Merger, as to the Company, will qualify as a tax-free transfer and, as to Centerior, will qualify as a tax-free reorganization. In addition, the Merger is conditioned upon the effectiveness of the registration statement containing a joint proxy statement/prospectus with respect to the FirstEnergy Common Stock to be issued in the Merger and the approval for listing of such shares on the New York Stock Exchange. 3 - PNBV CAPITAL TRUST: The Company invested approximately $464,000,000 in the PNBV Capital Trust during the third quarter of 1996. The Trust was established to purchase a portion of the lease obligation bonds issued on behalf of lessors in the Company's Perry Unit 1 and Beaver Valley Unit 2 sale and leaseback transactions. The economic benefit resulting from the trust investment will effectively reduce the related lease costs to the Company. - 7 - REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Ohio Edison Company: We have reviewed the accompanying consolidated balance sheet of Ohio Edison Company (an Ohio corporation) and subsidiaries as of September 30, 1996, and the related consolidated statements of income and cash flows for the three-month and nine-month periods ended September 30, 1996 and 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet and consolidated statement of capitalization of Ohio Edison Company and subsidiaries as of December 31, 1995, and the related consolidated statements of income, retained earnings, capital stock and other paid-in capital, cash flows and taxes for the year then ended (not presented separately herein). In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1995, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. ARTHUR ANDERSEN LLP Cleveland, Ohio November 12, 1996 - 8 - OHIO EDISON COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Earnings on common stock increased to $1.62 per share for the nine month period ended September 30, 1996, from $1.57 per share in the same period of 1995. Earnings increased to $.62 per share in the third quarter of 1996 compared to $.61 per share for the same period last year. The improved earnings were due to record retail sales for the nine-month period and the Companies' continuing cost control efforts. The 1996 nine-month results reflect accelerated depreciation and amortization of nuclear and regulatory assets totaling approximately $132,000,000 under the Company's Rate Reduction and Economic Development Plan and Penn Power's Rate Stability and Economic Development Plan. For the quarter ended September 30, 1996, the accelerated amounts were approximately $49,000,000. During the first nine months of 1996, retail kilowatt- hour sales increased 3.4% over last year, producing a new sales record for that period. Residential and commercial sales were up 2.5% and 1.4%, respectively, compared to sales during the first nine months of 1995. A 5.6% increase in industrial sales reflects the restart of operations by two major customers in the second half of 1995. Excluding sales to those customers, industrial sales rose 1.8% during the period. Sales to other utilities increased 7.9% during the nine months ended September 30, 1996, compared to last year. This increase, coupled with the higher level of retail sales, contributed to a 4.2% increase in total kilowatt-hour sales during the period. Total kilowatt-hour sales were down 3.3% in the third quarter of 1996, with retail kilowatt-hour sales decreasing 1.6% compared to the same period last year. Residential and commercial sales dropped 5.7% and 2.6%, respectively, during the period. Industrial sales increased 2.7% during the third quarter of 1996, compared to the third quarter of 1995, while sales to other utilities were down 9.3%. Fuel and purchased power costs were lower during the three months ended September 30, 1996 due primarily to the lower sales. Reduced nuclear expenses during the three and nine month periods principally reflect lower refueling outage cost levels in 1996. The comparative decreases in other operating costs reflect the Companies' continuing cost reduction efforts. The changes in depreciation and regulatory asset amortization reflect accelerations under the regulatory plans discussed above. - 9 - The comparative increases in other income for the nine month period are principally due to higher investment income in 1996. Interest costs continued to drop during the third quarter and first nine months of 1996 compared to last year. Interest on long- term debt decreased due to redemptions and refinancing of higher- cost debt that occurred subsequent to September 30, 1995. The Companies' total debt (excluding short-term borrowings to fund the PNBV Capital Trust investment described in Note 3) was reduced by approximately $415,000,000 during the twelve months ended September 30, 1996. Total Company and subsidiaries' preferred stock dividend requirements were relatively unchanged from last year's level, taking into account the preferred stock refinancing that occurred in the fourth quarter of 1995. Capital Resources and Liquidity The Companies have continuing cash requirements for planned capital expenditures and debt maturities. During the fourth quarter of 1996, capital requirements for property additions and capital leases are expected to be about $41,000,000, including $3,000,000 for nuclear fuel. The Companies have additional cash requirements of approximately $55,000,000 for maturing long-term debt during the fourth quarter of 1996. These requirements are expected to be satisfied with internal cash and/or short-term credit arrangements. As of September 30, 1996, the Companies had about $13,000,000 of cash and temporary investments. The Companies also had $573,000,000 of short-term indebtedness. The Company had the capability to borrow approximately $137,000,000 as of September 30, 1996 through OES Fuel credit facilities. In addition, the Companies had $12,000,000 of unused short-term bank lines of credit, and $46,500,000 of bank facilities that provide for borrowings on a short-term basis at the banks' discretion. The Company expects to refinance a major portion of the short-term borrowings outstanding as of September 30, 1996, through the issuance of long-term debt during the fourth quarter of 1996 and/or in 1997. The Company invested approximately $464,000,000 in the PNBV Capital Trust during the third quarter of 1996. The trust was established to purchase a portion of the lease obligation bonds issued on behalf of lessors in the Company's Perry Unit 1 and Beaver Valley Unit 2 sale and leaseback transactions. The economic benefit resulting from the trust investment will effectively reduce the related lease costs to the Company. As part of the Companies' continuing efforts to enhance customer service, improve productivity and reduce costs, their division operations areas were restructured during the third quarter of 1996. This reorganization resulted in a work force reduction totaling 173 positions. The Companies expect to save approximately $10,000,000 per year as a result of these actions. - 10 - On September 13, 1996, the Company entered into an agreement to merge with Centerior Energy Corporation under a new holding company called FirstEnergy Corp. The merger is expected to produce at least $1 billion in savings during the first ten years of joint operations through the elimination of duplicative activities, improved operating efficiencies, lower capital expenditures, accelerated debt reduction, the coordination of the companies' work forces and enhanced purchasing power. A Registration Statement containing a joint proxy statement/prospectus will be filed with the Securities and Exchange Commission and shareholders' meetings for the respective companies are expected to take place in February 1997. Following shareholder approval, the Company hopes to have received all necessary regulatory approvals by the end of 1997. An important condition to consummation of the merger is approval by the Public Utilities Commission of Ohio of an acceptable regulatory plan for the Centerior utility subsidiaries. - 11 - PART II. OTHER INFORMATION - --------------------------- Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits Exhibit Number ------- 15 Letter from independent public accountants. Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, the Company has not filed as an exhibit to this Form 10-Q any instrument with respect to long-term debt if the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis, but hereby agrees to furnish to the Commission on request any such documents. (b) Reports on Form 8-K The Company filed one report on Form 8-K since June 30, 1996. A report dated September 17, 1996, reported that the Company and Centerior Energy Corporation entered into a merger agreement. - 12 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. November 13, 1996 OHIO EDISON COMPANY ------------------- Registrant /s/ H. P. Burg ------------------------------- H. P. Burg President and Chief Operating Officer Chief Financial Officer - 13 - EX-15 2 EXHIBIT 15 Ohio Edison Company 76 South Main Street Akron, Ohio 44308 Gentlemen: We are aware that Ohio Edison Company has incorporated by reference in previously filed Registration Statements No. 33-49135, No. 33- 49259, No. 33-49413, No. 33-51139, No. 333-01489, and 333-05277, the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, which includes our report dated November 12, 1996, covering the unaudited interim consolidated financial statements contained therein. Pursuant to Rule 436(c) of Regulation C of the Securities Act of 1933, such report is not considered a part of the Registration Statements prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, ARTHUR ANDERSEN LLP Cleveland, Ohio November 12, 1996 EX-27 3
OPUR1 (Amounts in 1,000's, except earnings per share) Income tax expense includes $8,977,000 related to other income. 9-MOS DEC-31-1996 SEP-30-1996 PER-BOOK 5,486,936 1,029,061 488,599 1,991,279 0 8,995,875 1,373,125 570,298 542,199 2,485,622 155,000 211,870 2,595,408 453,096 0 119,967 272,768 5,000 0 5,493 2,691,651 8,995,875 1,857,855 154,946 1,306,900 1,452,869 404,986 24,861 429,847 187,340 242,507 9,373 233,134 162,030 160,726 588,335 1.62 1.62
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