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, 1994
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: 216-384-5100
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 5, 1994
<PAGE>
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
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
OHIO EDISON COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ---------------------
1994 1993 1994 1993
-------- -------- ---------- ----------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
OPERATING REVENUES $585,428 $563,349 $1,186,676 $1,156,563
-------- -------- ---------- ----------
OPERATING EXPENSES AND TAXES:
Fuel and purchased power 107,068 102,227 231,627 219,248
Nuclear operating costs 74,413 66,982 155,554 143,086
Other operating costs 115,244 104,251 222,474 213,095
-------- -------- ---------- ----------
Total operation and maintenance expenses 296,725 273,460 609,655 575,429
Provision for depreciation 52,314 52,567 106,339 110,096
Deferral of net regulatory assets (4,163) (2,033) (5,970) (6,079)
General taxes 57,927 57,332 119,106 122,440
Income taxes 44,550 44,028 87,073 85,187
-------- -------- ---------- ----------
Total operating expenses and taxes 447,353 425,354 916,203 887,073
-------- -------- ---------- ----------
OPERATING INCOME 138,075 137,995 270,473 269,490
OTHER INCOME 3,534 4,988 5,789 9,004
-------- -------- ---------- ----------
TOTAL INCOME 141,609 142,983 276,262 278,494
-------- -------- ---------- ----------
NET INTEREST AND OTHER CHARGES:
Interest on long-term debt 65,358 65,898 130,129 132,358
Deferred nuclear unit interest (2,129) (2,098) (4,259) (4,196)
Allowance for borrowed funds used during
construction and capitalized interest (1,382) (1,156) (2,572) (2,583)
Other interest expense 4,041 4,260 7,957 8,077
Subsidiary's preferred stock dividend
requirements 1,681 1,534 3,037 3,069
-------- -------- ---------- ----------
Net interest and other charges 67,569 68,438 134,292 136,725
-------- -------- ---------- ----------
INCOME BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING 74,040 74,545 141,970 141,769
Cumulative effect to January 1, 1993 of a
change in accounting for unbilled revenues
(net of income taxes of $33,632,000) - - - 58,201
-------- -------- ---------- ----------
NET INCOME 74,040 74,545 141,970 199,970
PREFERRED AND PREFERENCE STOCK
DIVIDEND REQUIREMENTS 5,359 6,235 10,960 12,140
-------- -------- ---------- ----------
EARNINGS ON COMMON STOCK $ 68,681 $ 68,310 $ 131,010 $ 187,830
======== ======== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 143,161 152,569 143,097 152,569
======== ======== ========== ==========
EARNINGS PER SHARE OF COMMON STOCK:
Before cumulative effect of a
change in accounting $ .48 $ .45 $ .92 $ .85
Cumulative effect to January 1, 1993 of a
change in accounting for unbilled revenues - - - .38
----- ----- ----- -----
EARNINGS PER SHARE OF COMMON STOCK $ .48 $ .45 $ .92 $l.23
===== ===== ===== =====
DIVIDENDS DECLARED PER SHARE OF
COMMON STOCK $.375 $.375 $ .75 $ .75
===== ===== ===== =====
<FN>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>
-1-
<PAGE>
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, December 31,
1994 1993
---------- ------------
(In thousands)
ASSETS
<S> <C> <C>
UTILITY PLANT:
In service, at original cost. . . . . . . . . . $8,419,413 $8,380,430
Less--Accumulated provision for
depreciation. . . . . . . . . . . . . . . . . 2,837,884 2,732,527
---------- ----------
5,581,529 5,647,903
---------- ----------
Construction work in progress-
Electric plant. . . . . . . . . . . . . . . . 240,196 182,894
Nuclear fuel. . . . . . . . . . . . . . . . . 59,754 46,879
---------- ----------
299,950 229,773
---------- ----------
5,881,479 5,877,676
---------- ----------
OTHER PROPERTY AND INVESTMENTS:
Letter of credit collateralization. . . . . . . 200,000 --
Other . . . . . . . . . . . . . . . . . . . . . 164,996 181,815
---------- ----------
364,996 181,815
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . 48,151 159,690
Receivables-
Customers (less accumulated provisions of
$5,803,000 and $6,907,000, respectively,
for uncollectible accounts). . . . . . . . . 298,524 298,913
Other . . . . . . . . . . . . . . . . . . . . 39,156 42,428
Materials and supplies, at average cost-
Fuel. . . . . . . . . . . . . . . . . . . . . 39,587 41,513
Other . . . . . . . . . . . . . . . . . . . . 87,044 87,689
Prepayments . . . . . . . . . . . . . . . . . . 88,059 72,889
---------- ----------
600,521 703,122
---------- ----------
DEFERRED CHARGES:
Regulatory assets . . . . . . . . . . . . . . . 1,992,698 1,993,795
Unamortized sale and leaseback costs. . . . . . 108,136 110,656
Other . . . . . . . . . . . . . . . . . . . . . 42,802 51,203
---------- ----------
2,143,636 2,155,654
---------- ----------
$8,990,632 $8,918,267
========== ==========
-2-
<PAGE>
</TABLE>
<TABLE>
OHIO EDISON COMPANY
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
1994 1993
----------- ------------
(In thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
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 727,061 727,865
Retained earnings 346,300 322,821
Unallocated employee stock ownership plan
common stock - 9,354,125 and 9,608,739
shares, respectively (175,596) (180,519)
---------- ----------
Total common stockholders' equity 2,270,890 2,243,292
Preferred stock-
Not subject to mandatory redemption 277,335 277,335
Subject to mandatory redemption 25,000 25,000
Preferred stock of consolidated subsidiary-
Not subject to mandatory redemption 50,905 50,905
Subject to mandatory redemption 15,000 20,500
Long-term debt 3,238,882 3,039,263
---------- ----------
5,878,012 5,656,295
---------- ----------
CURRENT LIABILITIES:
Currently payable preferred stock
and long-term debt 295,698 444,170
Short-term borrowings 92,903 104,126
Accounts payable 150,973 127,895
Accrued taxes 89,210 107,687
Accrued interest 69,622 72,667
Other 129,000 141,251
---------- ----------
827,406 997,796
---------- ----------
DEFERRED CREDITS:
Accumulated deferred income taxes 1,803,843 1,798,551
Accumulated deferred investment tax credits 227,845 231,863
Property taxes 101,452 101,182
Other 152,074 132,580
---------- ----------
2,285,214 2,264,176
---------- ----------
COMMITMENTS, GUARANTEES AND
CONTINGENCIES (Note 2) ---------- ----------
$8,990,632 $8,918,267
========== ==========
<FN>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these balance sheets.
</TABLE>
-3-
<PAGE>
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1994 1993 1994 1993
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . $ 74,040 $ 74,545 $141,970 $199,970
Adjustments to reconcile net income to net
cash from operating activities-
Provision for depreciation . . . . . . . . . . 52,314 52,567 106,339 110,096
Nuclear fuel and lease amortization. . . . . . 11,861 11,721 32,188 27,429
Deferred income taxes, net . . . . . . . . . . 6,152 25,240 15,190 31,647
Investment tax credits, net. . . . . . . . . . (2,009) (2,182) (4,018) (4,366)
Allowance for equity funds used during
construction . . . . . . . . . . . . . . . . (1,560) (938) (3,066) (2,354)
Deferred fuel costs, net . . . . . . . . . . . (1,889) (3,812) 318 (9,377)
Cumulative effect of a change in accounting
for unbilled revenues. . . . . . . . . . . . - - - (58,201)
Other amortization, net. . . . . . . . . . . . (132) 1,030 (238) (1,108)
-------- -------- -------- --------
Internal cash before dividends . . . . . . . 138,777 158,171 288,683 293,736
Receivables. . . . . . . . . . . . . . . . . . . (15,530) (1,901) 3,661 28,117
Materials and supplies . . . . . . . . . . . . . (6,540) (4,411) 2,571 (640)
Accounts payable . . . . . . . . . . . . . . . . 38,380 33,519 34,482 37,700
Other. . . . . . . . . . . . . . . . . . . . . . (46,860) (105,160) 760 (81,386)
-------- -------- -------- --------
Net cash provided from operating activities. 108,227 80,218 330,157 277,527
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Preferred stock. . . . . . . . . . . . . . . . . - 96,670 - 96,670
Long-term debt . . . . . . . . . . . . . . . . . 191,711 305,317 231,797 332,299
Short-term borrowings, net . . . . . . . . . . . - 99,690 - 90,423
Redemptions and Repayments-
Preferred and preference stock . . . . . . . . . - 93,532 50,362 94,332
Long-term debt . . . . . . . . . . . . . . . . . 43,039 391,056 139,474 457,434
Short-term borrowings, net . . . . . . . . . . . 9,248 - 11,223 -
Dividend Payments-
Common stock . . . . . . . . . . . . . . . . . . 56,005 57,429 108,417 110,654
Preferred and preference stock . . . . . . . . . 5,331 3,996 11,145 9,784
-------- -------- -------- --------
Net cash provided from (used for)
financing activities. . . . . . . . . . . 78,088 (44,336) (88,824)(152,812)
-------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions . . . . . . . . . . . . . . 80,050 54,099 145,370 115,102
Letter of credit collateralization deposit . . 200,000 - 200,000 -
Sale and leaseback restructuring fees. . . . . - 369 - 10,326
Other. . . . . . . . . . . . . . . . . . . . . 3,875 3,987 7,502 1,971
-------- -------- -------- --------
Net cash used for investing activities . . 283,925 58,455 352,872 127,399
-------- -------- -------- --------
Net decrease in cash and cash equivalents . . . 97,610 22,573 111,539 2,684
Cash and cash equivalents at beginning of period 145,761 34,101 159,690 14,212
-------- -------- -------- --------
Cash and cash equivalents at end of period. . . $ 48,151 $ 11,528 $ 48,151 $ 11,528
======== ======== ======== ========
<FN>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>
-4-
<PAGE>
OHIO EDISON COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1 - FINANCIAL STATEMENTS:
The condensed consolidated financial statements reflect all normal
recurring adjustments which are, in the opinion of management, 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 thereto included in Ohio Edison Company's (Company) 1993 Annual Report
to Stockholders. The results of operations are not intended to represent
results of operations for any future period.
2 - COMMITMENTS, GUARANTEES AND CONTINGENCIES:
Construction Program --
The Company and its wholly owned subsidiary, Pennsylvania Power Company
(Companies), currently forecast expenditures of approximately $1,000,000,000
for property additions and improvements from 1994-1998, of which approximately
$235,000,000 is applicable to 1994. The Companies' nuclear fuel investments
are expected to be approximately $204,000,000 during the 1994-1998 period, of
which approximately $45,000,000 is applicable to 1994.
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, 1994, the Companies' share of the guarantees were
$89,036,000. 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 $175,000,000, which is included in the construction forecast
under "Construction Program" for 1994 through 1998.
The Clean Air Act Amendments of 1990 require significant reductions of
sulfur dioxide (SO2) and oxides of nitrogen from the Companies' coal-fired
generating units by 1995 and additional emission reductions by 2000.
Compliance options include, but are not limited to, installing additional
pollution control equipment, burning less polluting fuel, purchasing emission
allowances from others, operating existing facilities in a manner which
minimizes pollution and retiring facilities. In compliance plans submitted to
the Public Utilities Commission of Ohio and to the Environmental Protection
Agency (EPA), the Company stated that reductions for the years 1995 through
1999 are likely to be achieved by burning lower sulfur fuel, generating more
electricity at its lower emitting plants and/or purchasing emission
allowances. The Company continues to evaluate its compliance plans and other
compliance options as they arise. Plans for complying with the year 2000
reductions are less certain at this time.
-5-
<PAGE>
OHIO EDISON COMPANY
NOTES - (Continued)
The Companies are presently required to meet federally approved SO2
regulations, and the violations of such regulations can result in injunctive
relief, including shutdown of the generating unit involved, and/or civil or
criminal penalties of up to $25,000 per day of violation. The EPA has an
interim enforcement policy for the SO2 regulations in Ohio which allows for
compliance with the regulations based on a 30-day averaging period. The EPA
has proposed regulations which could cause changes in the interim enforcement
policy, including revisions of 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.
The Pennsylvania Department of Environmental Resources has issued
regulations dealing with the storage, treatment, transportation and disposal
of residual waste such as coal ash and scrubber sludge. These regulations
impose additional requirements relating to permitting, ground water
monitoring, leachate collection systems, closure, liability insurance and
operating matters. The Companies are developing and analyzing various
compliance options and are presently unable to determine the ultimate increase
in capital and operating costs at existing sites.
Legislative and administrative action and the effect of court decisions
can be expected in the future (as they have in the past) 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.
-6-
<PAGE>
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, 1994, and
the related consolidated statements of income and cash flows for the three-
month and six-month periods ended June 30, 1994 and 1993. 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,
1993, 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,
1993 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
ARTHUR ANDERSEN & CO.
Cleveland, Ohio,
August 5, 1994
-7-
<PAGE>
OHIO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Earnings on common stock increased to $.48 per share in the second
quarter of 1994 from $.45 per share during the second quarter of 1993. For
the six month period ended June 30, 1994, earnings increased to $.92 per share
from $.85 per share in 1993, excluding the cumulative effect in 1993 of a
change in accounting for unbilled revenues.
During the first half of 1994, operating revenues increased $30,100,000
compared with the same period in 1993 as a result of record retail sales for
any first-half period in the Company's history. Residential and commercial
sales increased 5.1% and 4.3%, respectively, due to increased weather-related
demand and to an increasing customer base. Sales to industrial customers
increased 2.3% during the period. Total kilowatt-hour sales were down 2.1%
in the first six months of 1994 due to a 21.5% decrease in sales to other
utilities. Increased demand in the retail sector and capacity constraints
limited the Companies' opportunities to sell power off system.
During the three months ended June 30, 1994, retail kilowatt-hour sales
increased 3.2% over the same period last year. Residential and commercial
sales were up 5.0% and 4.9%, respectively, while industrial sales increased
1.0%. The comparative increase in industrial sales is somewhat distorted due
to reduced production (until mid-1995) by a major steel producer in the
Company's service area to modernize its facilities. Sales to all other
industrial customers were up 5.9% in the second quarter of 1994 compared to
the second quarter of 1993, reflecting strong economic activity in the
Companies' service area. The increase in retail kilowatt-hour sales was
offset by a 14.4% decrease in sales to other utilities, which caused total
kilowatt-hour sales to be relatively flat for the quarter compared to the
second quarter of 1993.
Fuel and purchased power costs increased in the first half of 1994
compared with 1993 as a result of greater reliance on purchased power due to
scheduled generating unit maintenance outages in 1994 combined with a
prolonged refueling outage at the Perry Plant. In conjunction with the
refueling outage, the company operating the Perry Plant has been undertaking
significant corrective maintenance work designed to improve the unit's
performance. Activities relating to this outage were essentially complete by
the end of July 1994. As a result of this outage, the Companies' nuclear
operating costs increased in the second quarter and year to date periods of
1994 as compared to the corresponding periods of 1993. Other operating costs
increased in the second quarter of 1994 compared to 1993 primarily due to a
$9,600,000 charge by Penn Power relating to a voluntary early retirement
program offered to qualifying employees.
The decrease in other income during the first six months of 1994
reflects the change in accounting for interest income from the Employee Stock
Ownership Plan Trust due to the adoption of The American Institute of
Certified Public Accountants Statement of Position 93-6 effective January 1,
1994. The effect of this accounting change on other income was partially
offset by increased income from other investments.
-8-
<PAGE>
OHIO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
Capital Resources and Liquidity
The Companies have continuing cash requirements for planned capital
expenditures and debt maturities. During the second half of 1994, capital
requirements for property additions and capital leases are expected to be
approximately $141,000,000, including $32,000,000 for nuclear fuel. Cash
requirements for maturing long-term debt are approximately $207,000,000 for
the remainder of 1994.
As of June 30, 1994, the Companies had approximately $48,000,000 of
cash and temporary investments and $93,000,000 of short-term indebtedness.
Funds are also available to the Company through $102,000,000 of unused OES
Fuel credit lines. In addition, the Companies have $55,000,000 of unused
short-term bank lines of credit and $102,000,000 of bank facilities which
provide for borrowings on a short-term basis at the banks' discretion. OES
Capital had approximately $27,000,000 of unused short-term borrowing
capability at June 30, 1994.
During the second quarter of 1994, the Company issued $200,000,000 of
secured trust notes. Also during the second quarter, the Company invested
$200,000,000 which is designed to collateralize certain letters of credit
(LOC) related to the Beaver Valley Unit 2 sale and leaseback transaction.
This arrangement will reduce the Company's overall costs associated with the
LOCs and will permit the LOCs to have a term substantially longer than what
would otherwise be possible. The Company also optionally redeemed $27,600,000
of first mortgage bonds during the second quarter and, early in the third
quarter of 1994, optionally redeemed $31,400,000 of first mortgage bonds; Penn
Power redeemed $6,000,000 of preferred stock in July 1994.
The Companies' performance initiatives activities are continuing and
opportunities for improvement and savings are being identified. As a result,
certain projects and activities have been eliminated and other process
improvements and revenue opportunities are being pursued. In conjunction with
this program, the Companies announced, in May 1994, the offering of a
voluntary early retirement program to 423 eligible employees, with 394
employees accepting the offer. In addition, Penn Power offered a similar
program to 54 eligible members of Utility Workers Union of America Local 140.
Those employees have until August 22, 1994 to accept the offer. Costs
associated with these early retirement programs have been reflected on the
consolidated financial statements through June 30, 1994.
On July 22, 1994, the Company notified members of the Utility Workers
Union of America and the International Brotherhood of Electrical Workers that
it would lay off 236 employees. These work force reductions are a result of
the elimination of various capital projects and improvements in the Company's
maintenance procedures in connection with the performance initiatives
discussed above. The Company and the bargaining units failed to reach an
agreement on work practice changes proposed in conjunction with a voluntary
early retirement program which would have been available to 172 eligible
employees. The unions have filed suit in federal court seeking to prevent the
Company from laying off the workers and ordering the Company to extend the
terms of the program provided to nonunion employees to union employees as
well.
-9-
<PAGE>
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 28, 1994.
(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 117,942,910 3,396,067 0 0
H. P. Burg 118,081,866 3,257,111 0 0
R. H. Carlson 117,858,704 3,480,274 0 0
R. M. Carter 117,257,852 4,078,549 0 0
C. A. Cartwright 117,453,835 3,886,006 0 0
W. R. Holland 117,897,346 3,441,632 0 0
R. L. Loughhead 117,889,695 3,449,282 0 0
G. H. Meadows 117,953,315 3,385,662 0 0
P. J. Powers 117,826,058 3,587,332 0 0
C. W. Rainger 118,089,606 3,249,371 0 0
G. M. Smart 118,071,529 3,267,449 0 0
J. T. Williams, Sr. 117,788,654 3,550,324 0 0
(c) At this meeting the appointment of Arthur Andersen & Co.,
independent public accountants as auditors for the year 1994 was
ratified:
Number of Votes
---------------------------------------------
Against or Broker
For Withheld Abstentions Non-Votes
----------- ---------- ----------- ---------
117,980,206 1,540,864 1,823,965 0
(d) At this meeting a shareholder proposal not to count unmarked proxy
cards for any issue placed before stockholders was rejected:
Number of Votes
-----------------------------------------------
Against or Broker
For Withheld Abstentions Non-Votes
------------ ---------- ----------- ----------
27,819,406 70,605,420 6,484,785 16,435,425
Item 6.Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit
Number
-------
15 Letter from independent public accountants.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K (Cont'd)
--------------------------------
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
<PAGE>
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 5, 1994
OHIO EDISON COMPANY
-------------------
Registrant
/s/ H. P. Burg
-------------------------
H. P. Burg
Senior Vice President and
Chief Financial Officer
<PAGE>
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 and 33-51139, the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, which includes our report dated August 5, 1994,
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 & CO.
Cleveland, Ohio,
August 5, 1994
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