-----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, IhQp0WV4uGgxLrcvcAsOQGOdibCmqGiH+MKIoCQb4QZtWurK3uC1FPM7QSxDyLzP Q14RQfXzMq6182Yz/PwHLA== 0000073960-97-000010.txt : 19970814 0000073960-97-000010.hdr.sgml : 19970814 ACCESSION NUMBER: 0000073960-97-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 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: 97659233 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 June 30, 1997 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: 330-384-5100 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 August 13, 1997 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 Six Months Ended June 30, June 30, -------------------- --------------------- 1997 1996 1997 1996 --------- -------- ---------- ---------- (In thousands, except per share amounts) OPERATING REVENUES $593,250 $599,317 $1,198,024 $1,210,953 -------- -------- ---------- ---------- OPERATING EXPENSES AND TAXES: Fuel and purchased power 100,689 108,157 209,790 231,447 Nuclear operating costs 67,320 63,496 135,843 122,270 Other operating costs 107,079 97,470 195,069 198,343 -------- -------- --------- --------- Total operation and maintenance expenses 275,088 269,123 540,702 552,060 Provision for depreciation 86,615 89,438 186,573 172,729 Amortization of net regulatory assets 7,421 7,188 14,841 12,820 General taxes 55,436 61,140 116,973 125,099 Income taxes 42,736 44,796 86,632 90,127 -------- -------- --------- --------- Total operating expenses and taxes 467,296 471,685 945,721 952,835 -------- -------- --------- --------- OPERATING INCOME 125,954 127,632 252,303 258,118 OTHER INCOME 14,075 10,696 27,570 17,692 -------- -------- --------- --------- TOTAL INCOME 140,029 138,328 279,873 275,810 NET INTEREST AND OTHER CHARGES: Interest on long-term debt 51,713 52,803 104,338 109,338 Allowance for borrowed funds used during construction and capitalized interest (381) (890) (761) (2,068) Other interest expense 7,955 5,967 15,673 10,825 Subsidiaries' preferred stock dividend requirements 3,856 3,856 7,713 7,713 -------- -------- --------- --------- Net interest and other charges 63,143 61,736 126,963 125,808 -------- -------- --------- --------- NET INCOME 76,886 76,592 152,910 150,002 PREFERRED STOCK DIVIDEND REQUIREMENTS 3,125 3,124 6,249 6,249 -------- -------- ---------- ---------- EARNINGS ON COMMON STOCK $ 73,761 $ 73,468 $ 146,661 $ 143,753 ======== ======== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 144,468 144,027 144,406 143,987 ======== ======== ========== ========== EARNINGS PER SHARE OF COMMON STOCK $ .51 $ .51 $1.02 $1.00 ===== ===== ===== ===== DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $.375 $.375 $ .75 $ .75 ===== ===== ===== ===== The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
- 1 - OHIO EDISON COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, December 31, 1997 1996 ------------ ------------- (In thousands) ASSETS ------ UTILITY PLANT: In service, at original cost $8,662,201 $8,634,030 Less--Accumulated provision for depreciation 3,520,432 3,315,344 ---------- ---------- 5,141,769 5,318,686 ---------- ---------- Construction work in progress- Electric plant 99,471 93,413 Nuclear fuel 15,030 5,786 ---------- ---------- 114,501 99,199 ---------- ---------- 5,256,270 5,417,885 ---------- ---------- OTHER PROPERTY AND INVESTMENTS: PNBV Capital Trust 485,262 487,979 Letter of credit collateralization 277,763 277,763 Other 368,353 323,316 ---------- ---------- 1,131,378 1,089,058 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents 10,489 5,253 Receivables- Customers (less accumulated provisions of $5,766,000 and $2,306,000, respectively, for uncollectible accounts) 224,085 247,027 Other 57,305 58,327 Materials and supplies, at average cost- Owned 68,623 66,177 Under Consignment 51,583 44,468 Prepayments 100,936 75,681 ---------- ---------- 513,021 496,933 ---------- ---------- DEFERRED CHARGES: Regulatory assets 1,655,791 1,703,111 Unamortized sale and leaseback costs 97,593 100,066 Property taxes 101,217 100,802 Other 66,523 57,517 ---------- ---------- 1,921,124 1,961,496 ---------- ---------- $8,821,793 $8,965,372 ========== ==========
- 2 - OHIO EDISON COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, December 31, 1997 1996 ------------ -------------- (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 728,233 727,602 Retained earnings 596,081 557,642 Unallocated employee stock ownership plan common stock - 8,047,201 and 8,259,053 shares, respectively (150,847) (155,010) ---------- ---------- Total common stockholders' equity 2,546,592 2,503,359 Preferred stock- Not subject to mandatory redemption 160,965 160,965 Subject to mandatory redemption 20,000 20,000 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 2,368,637 2,712,760 ---------- ---------- 5,282,099 5,582,989 ---------- ---------- CURRENT LIABILITIES: Currently payable long-term debt and preferred stock 534,720 333,667 Short-term borrowings 305,977 349,480 Accounts payable 92,625 93,509 Accrued taxes 186,643 142,909 Accrued interest 51,292 52,855 Other 123,735 131,275 ---------- ---------- 1,294,992 1,103,695 ---------- ---------- DEFERRED CREDITS: Accumulated deferred income taxes 1,742,228 1,777,086 Accumulated deferred investment tax credits 192,671 199,835 Other 309,803 301,767 ---------- ---------- 2,244,702 2,278,688 ---------- ---------- COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 2) ---------- ---------- $8,821,793 $8,965,372 ========== ========== 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 Six Months Ended June 30, June 30, --------------------- --------------------- 1997 1996 1997 1996 -------- -------- -------- -------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 76,886 $ 76,592 $152,910 $150,002 Adjustments to reconcile net income to net cash from operating activities - Provision for depreciation 86,615 89,438 186,573 172,729 Nuclear fuel and lease amortization 14,297 13,274 28,642 25,511 Other amortization, net 7,119 6,747 14,229 11,976 Deferred income taxes, net (8,255) 3,131 (16,696) 11,555 Investment tax credits, net (3,338) (3,520) (7,164) (6,855) Deferred fuel costs, net - (2,183) - (5,119) Receivables 6,612 (8,798) 23,964 29,593 Materials and supplies (10,613) (1,781) (9,561) (6,159) Accounts payable 9,176 26,837 5,312 25,023 Other (16,143) (65,608) 1,038 (61,550) -------- -------- -------- -------- Net cash provided from operating activities 162,356 134,129 379,247 346,706 -------- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: New Financing- Long-term debt 41,318 - 70,523 40,621 Short-term borrowings, net - 127,957 - 127,000 Redemptions and Repayments- Preferred stock - 176 - 847 Long-term debt 104,056 192,953 216,543 339,820 Short-term borrowings, net 13,996 - 43,503 - Dividend Payments- Common stock 56,419 55,059 109,960 108,921 Preferred stock 3,057 2,875 6,153 6,235 -------- -------- -------- -------- Net cash used for financing activities 136,210 123,106 305,636 288,202 -------- -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions 29,196 32,507 63,577 76,232 Other 1,748 3,641 4,798 7,010 -------- -------- -------- -------- Net cash used for investing activities 30,944 36,148 68,375 83,242 -------- -------- -------- -------- Net increase (decrease) in cash and cash equivalents (4,798) (25,125) 5,236 (24,738) Cash and cash equivalents at beginning of period 15,287 30,217 5,253 29,830 -------- -------- -------- -------- Cash and cash equivalents at end of period $ 10,489 $ 5,092 $ 10,489 $ 5,092 ======== ======== ======== ========= 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) 1996 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 $600 million for property additions and improvements from 1997-2001, of which approximately $135 million is applicable to 1997. The Companies' nuclear fuel investments are expected to be approximately $194 million during the 1997-2001 period, of which approximately $45 million is applicable to 1997. 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 June 30, 1997, the Companies' share of the guarantees were $45.7 million. 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 $14 million for the period 1997 through 2001, which is included in the construction forecast under "Construction Program." The Companies are in compliance with the current sulfur dioxide (SO2) and nitrogen oxides (NOx) reduction requirements under the Clean Air Act Amendments of 1990. SO2 reductions through the year 1999 will be 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 - 5 - 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. In December 1996, EPA proposed changes in the National Ambient Air Quality Standard for ozone and proposed a new standard for previously unregulated ultra-fine particulate matter. Final regulations for both of these standards were announced in July 1997. The cost of compliance with these regulations may be substantial and depends on the manner in which they are implemented by the states in which the Companies operate affected facilities. 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. 3 - MERGER AGREEMENT: In September 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 will 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 and The Toledo Edison Company. Penn Power will remain a wholly owned subsidiary of the Company. As a result of the Merger, the respective common stock shareholders of the Company and Centerior will 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 will be unaffected by the Merger and will remain outstanding. The Merger was approved by the respective common shareholders 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 receipt of all necessary regulatory approvals, including approvals from the Federal Energy Regulatory Commission and the Securities and Exchange Commission, are expected to take approximately twelve to eighteen months from the date of the Merger Agreement. - 6 - 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 June 30, 1997, and the related consolidated statements of income and cash flows for the three-month and six-month periods ended June 30, 1997 and 1996. 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, 1996, 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, 1996, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. ARTHUR ANDERSEN LLP Cleveland, Ohio August 13, 1997 - 7 - OHIO EDISON COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Earnings on common stock increased to $1.02 per share for the six-month period ended June 30, 1997, compared to $1.00 per share for the same period last year. For the second quarter of both years, earnings were $.51 per share. The six-month results for 1997 reflect accelerated depreciation and amortization of nuclear and regulatory assets totaling approximately $95,000,000 under the Company's Rate Reduction and Economic Development Plan and Penn Power's Rate Stability and Economic Development Plan; results for the first half of 1996 included approximately $82,000,000 of accelerated depreciation and amortization. For the quarters ended June 30, 1997, and June 30, 1996, these amounts were approximately $40,000,000 and $46,000,000, respectively. During the first half of 1997, retail kilowatt-hour sales increased 0.2% over last year. Residential and commercial sales were down 2.2% and 0.7%, respectively, during the period due to mild weather conditions. An improving local economy, including increased demand by rubber and plastics and primary metal manufacturers, contributed to a 2.7 % rise in industrial sales during the six months ended June 30, 1997, compared to the same period in 1996. Sales to other utilities fell 30.0% in 1997, compared to the first half of 1996, as a result of the December 31, 1996 expiration of a one-year contract with another utility to supply 250 megawatts of power. This decrease caused total kilowatt- hour sales to drop 6.1% during the period. Total kilowatt-hour sales were down 3.9% in the second quarter of 1997 as a result of 23.2% decrease in sales to other utilities. During that period, retail kilowatt-hour sales increased 0.9% compared to last year, producing a new second quarter record. Residential and commercial sales fell 0.8% and 0.5%, respectively, during the period as a result of mild weather. Industrial sales increased 2.8% during the second quarter of 1997, compared to the second quarter of 1996 due to an improving local economy. Because of lower kilowatt-hour sales, the Companies spent less on fuel and purchased power during the first half of 1997, compared to last year. Higher nuclear expenses reflect increased operating costs at the Beaver Valley Plant in 1997 and a $2.2 million retroactive billing adjustment for Beaver Valley costs applicable to prior years. For the three months ended June 30, 1997, other operating costs were up compared to 1996 due to costs related to a scheduled maintenance outage at the Sammis Plant and a $3 million charge for uncollectible customer accounts. For the six-month period, these increases were more than offset by credits in the first quarter of 1997 resulting from gains on emission allowance sales. The changes in depreciation and regulatory asset amortization reflect accelerations under the regulatory plans discussed above. The comparative decreases in general taxes are due to lower property taxes and an adjustment reducing the Companies' liabilities for gross receipts taxes. - 8 - OHIO EDISON COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd) The comparative increases in other income reflect higher interest income, which resulted from the Company's third quarter 1996 investment in the PNBV Capital Trust. Partially offsetting the comparative increases was last year's $5 million adjustment to Penn Power's recoverable costs related to Perry Unit 2 since recovery began sooner than originally anticipated; that adjustment increased other income in the second quarter of 1996. Interest costs were up slightly during the second quarter and first half of 1997 compared to last year. Interest on long-term debt decreased due to redemptions totaling approximately $200,000,000 of debt that had been outstanding as of June 30, 1996. Other interest expenses increased as a result of higher short-term borrowing levels in 1997. Capital Resources and Liquidity The Companies have continuing cash requirements for planned capital expenditures and debt maturities. During the second half of 1997, capital requirements for property additions and capital leases are expected to be about $113,000,000, including $36,000,000 for nuclear fuel. The Companies have additional cash requirements of approximately $163,000,000 to meet sinking fund requirements for preferred stock and maturing long-term debt during the remainder of 1997. These cash requirements are expected to be satisfied with internal cash and/or short-term credit arrangements. In addition, approximately $106,000,000 of variable rate pollution control bonds are subject to repricing during the remainder of the year. As of June 30, 1997, the Companies had about $10,000,000 of cash and temporary investments. The Companies also had $306,000,000 of short-term indebtedness. The Company had the capability to borrow approximately $94,000,000 as of June 30, 1997 through unused OES Fuel credit facilities. In addition, the Companies' unused borrowing capability included $142,000,000 under revolving lines of credit and $12,000,000 of bank facilities that provide for borrowings on a short-term basis at the banks' discretion. On July 9, 1997, Standard & Poors Corp. lowered the Companies' security ratings in connection with the pending merger with Centerior Energy to form FirstEnergy Corp. Standard & Poors applied a consolidated rating methodology for all of the FirstEnergy operating units. Standard & Poors assigned ratings of BB+ to the Companies' senior secured debt, BB- to senior unsecured debt and preferred stock, all with positive implications. The Federal Energy Regulatory Commission (FERC) issued an order on July 16, 1997, in connection with the pending FirstEnergy merger, which offered FirstEnergy the option of filing a revised market power analysis and mitigation measures to resolve potential competitive problems that the FERC concluded could result from the merger. On August 8, 1997, a revised market power analysis was filed in response to the FERC order and certain mitigation measures - 9 - were offered. These mitigation measures, some of which are similar to provisions previously included in the settlement agreements reached with the City of Cleveland and AMP-Ohio and are intended to benefit municipal systems, include the allocation of transmission capacity to municipal customers, cooperative transmission planning considerations, emergency power purchase arrangements and emergency load curtailment procedures. FirstEnergy has requested that the comment period on the filing be shortened to thirty days. - 10 - PART II. OTHER INFORMATION - --------------------------- Item 4. Submission of Matters to a Vote of Security Holders (a) The annual meeting of stockholders was held on April 24, 1997. (b) At this meeting the following persons were elected to the Company's Board of Directors: Number of Votes --------------------------------------------- Against or Broker For Withheld Abstentions Non-Votes ------------ ---------- ----------- --------- D. C. Blasius 123,950,393 2,913,017 0 0 H. P. Burg 124,124,165 2,739,245 0 0 R. M. Carter 123,808,456 3,054,954 0 0 C. A. Cartwright 123,981,196 2,882,214 0 0 W. R. Holland 124,054,712 2,808,698 0 0 R. L. Loughhead 123,917,610 2,945,800 0 0 R. W. Maier 124,063,880 2,799,530 0 0 G. H. Meadows 123,911,843 2,951,567 0 0 P. J. Powers 124,065,601 2,797,809 0 0 C. W. Rainger 124,157,691 2,705,719 0 0 G. M. Smart 124,146,802 2,716,608 0 0 J. T. Williams, Sr. 123,929,589 2,933,821 0 0 (c) At this meeting the appointment of Arthur Andersen LLP, independent public accountants as auditors for the year 1997 was ratified: Number of Votes ---------------------------------------------- Against or Broker For Withheld Abstentions Non-Votes ----------- ------------ ----------- ---------- 124,182,627 1,202,726 1,478,053 0 (d) At this meeting a shareholder proposal to disallow proxies granting discretionary voting powers for any issue placed before stockholders was rejected: Number of Votes ----------------------------------------------- Against or Broker For Withheld Abstentions Non-Votes ------------ ----------- ----------- ---------- 17,751,215 88,459,665 6,234,452 14,418,078 - 11 - 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 None. - 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. August 13, 1997 OHIO EDISON COMPANY ------------------- Registrant /s/ H. P. Burg ---------------------------------- H. P. Burg President, Chief Operating Officer and 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, No. 333-05277 and No. 333-21011, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, which includes our report dated August 13, 1997, 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 August 13, 1997 EX-27 3
OPUR1 (Amounts in 1,000's, except earnings per share) Income tax expense includes $11,755,000 related to other income. 6-MOS DEC-31-1997 JUN-30-1997 PER-BOOK 5,256,270 1,131,378 513,021 1,921,124 0 8,821,793 1,373,125 577,386 596,081 2,546,592 155,000 211,870 2,368,637 186,000 0 119,977 524,208 5,000 0 5,512 2,698,997 8,821,793 1,198,024 98,387 859,089 945,721 252,303 27,570 279,873 126,963 152,910 6,249 146,661 108,297 104,338 379,247 1.02 1.02
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