WEST PENN POWER CO
10-Q, 1995-08-11
ELECTRIC SERVICES
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                               Page 1 of 13


                                 FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.   20549




              Quarterly Report Under Section 13 or 15 (d) of
                    the Securities Exchange Act of 1934


For Quarter Ended June 30, 1995

Commission file number 1-255-2


                          WEST PENN POWER COMPANY
          (Exact name of registrant as specified in its charter)

         Pennsylvania                               13-5480882
(State of Incorporation)           (I.R.S. Employer Identification No.)

               Cabin Hill, Greensburg, Pennsylvania   15601

                       Telephone number 412-837-3000


        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 and (2) has been subject to such filing requirements for
the past 90 days.

        At August 11, 1995, 24,361,586 shares of the Common Stock (no par
value) of the registrant were outstanding, all of which is held by Allegheny
Power System, Inc., the Company's parent.
<PAGE>
                                  -  2  -



             WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES

                 Form 10-Q for Quarter Ended June 30, 1995



                                        Index
                                                                   Page
                                                                   No.

PART I--FINANCIAL INFORMATION:

  Consolidated statement of income -
    Three and six months ended June 30, 1995 and 1994                3

  Consolidated balance sheet - June 30, 1995
    and December 31, 1994                                            4

  Consolidated statement of cash flows -
    Six months ended June 30, 1995 and 1994                          5

  Notes to consolidated financial statements                         6-7

  Management's discussion and analysis of financial
    condition and results of operations                              8-12
 


PART II--OTHER INFORMATION                                           13
<PAGE>
<TABLE>
<CAPTION>
                                                        -  3  -

                                   WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES

                                           Consolidated Statement Of Income


                                                              Three Months Ended               Six Months Ended
                                                                    June 30                         June 30      
                                                               1995          1994              1995          1994
                                                         (Thousands of Dollars)                                   
ELECTRIC OPERATING REVENUES:
  <S>                                                        <C>            <C>              <C>             <C>  
  Residential                                                $ 86 974       $ 84 512         $200 474        $199 279
  Commercial                                                   51 627         49 037          108 696         102 903
  Industrial                                                   87 773         79 791          178 999         161 833  
  Nonaffiliated utilities                                      38 370         32 739           81 249          81 328
  Other, including affiliates                                  17 344         17 867           38 461          39 654
         Total Operating Revenues                             282 088        263 946          607 879         584 997

OPERATING EXPENSES:
  Operation:
    Fuel                                                       54 121         62 730          118 102         135 818
    Purchased power and exchanges, net                         65 191         56 695          134 933         130 167
    Deferred power costs, net                                   1 899     (1 994)               9 689             113
    Other                                                      34 554         34 948           68 703          71 302
  Maintenance                                                  26 743         28 847           54 910          59 177
  Depreciation                                                 28 974         22 370           57 700          44 299
  Taxes other than income taxes                                21 743         20 301           44 444          44 047
  Federal and state income taxes                               12 082          9 172           32 726          27 059
         Total Operating Expenses                             245 307        233 069          521 207         511 982
         Operating Income                                      36 781         30 877           86 672          73 015

OTHER INCOME AND DEDUCTIONS:
  Allowance for other than borrowed funds                         
    used during construction                                      364          1 578            1 182           2 661
  Other income, net                                             3 583          3 003            5 911           6 228
         Total Other Income and Deductions                      3 947          4 581            7 093           8 889
         Income Before Interest Charges                        40 728         35 458           93 765          81 904

INTEREST CHARGES:
  Interest on long-term debt                                   15 880         13 892           31 389          27 783
  Other interest                                                  842            510            1 474           1 045
  Allowance for borrowed funds used during
    construction                                                 (607)          (950)          (1 123)         (1 595)
         Total Interest Charges                                16 115         13 452           31 740          27 233

  Consolidated Income before Cumulative
         Effect of Accounting Change                           24 613         22 006           62 025          54 671
  Cumulative Effect of Accounting
         Change, net                                                0              0                0          19 031
         Consolidated Net Income                             $ 24 613       $ 22 006         $ 62 025        $ 73 702



See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        -  4  -
                                   WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
                                              Consolidated Balance Sheet

                                                                                        June 30            December 31
                                                                                          1995                1994    
                                                                                           (Thousands of Dollars) 
ASSETS
  Property, Plant, and Equipment:
         At original cost, including $116,761,000 and                                 
           <S>                                                                        <C>                  <C>    
           $103,514,000 under construction                                            $3 053 150           $3 013 777
         Accumulated depreciation                                                     (1 037 818)          (1 009 565)
                                                                                       2 015 332            2 004 212
  Investments and Other Assets:
         Allegheny Generating Company - common stock
           at equity                                                                      98 321              100 228
         Other                                                                             1 287                1 474
                                                                                          99 608              101 702

  Current Assets:
         Cash and temporary cash investments                                                 304                  345
         Accounts receivable:                                                         
           Electric service, net of $8,383,000 and                                              
             $8,267,000 uncollectible allowance                                          122 136              119 020
           Affiliated and other                                                           10 508               11 862 
         Notes receivable from affiliates                                                 23 800                1 000
         Materials and supplies - at average cost:
           Operating and construction                                                     40 619               39 922
           Fuel                                                                           39 615               38 205
         Deferred income taxes                                                            12 172               12 538
         Prepaid taxes                                                                    27 619               11 100
         Other                                                                             4 865                1 425
                                                                                         281 638              235 417

  Deferred Charges:
         Regulatory assets                                                               364 036              364 473
         Unamortized loss on reacquired debt                                              12 888               10 494
         Other                                                                            19 265               15 560 
                                                                                         396 189              390 527

           Total Assets                                                               $2 792 767           $2 731 858



CAPITALIZATION AND LIABILITIES:
  Capitalization:
         Common stock                                                                 $  465 994           $  465 994
         Other paid-in capital                                                            55 687               55 687
         Retained earnings                                                               445 322              433 801
                                                                                         967 003              955 482

         Preferred stock - not subject to mandatory redemption                            79 708              149 708
         Long-term debt                                                                  906 583              836 426
                                                                                       1 953 294            1 941 616
  Current Liabilities:
         Long-term debt and preferred stock
           due within one year                                                            97 000               27 000
         Accounts payable                                                                 75 156              107 792
         Accounts payable to affiliates                                                    7 938                6 477
         Taxes accrued:
           Federal and state income                                                       10 947                9 217
           Other                                                                           9 897               20 637
         Interest accrued                                                                 16 407               16 475
         Other                                                                            25 961               24 028
                                                                                         243 306              211 626
  Deferred Credits and Other Liabilities:
         Unamortized investment credit                                                    51 656               52 946
         Deferred income taxes                                                           479 190              471 515
         Regulatory liabilities                                                           37 442               39 881
         Other                                                                            27 879               14 274
                                                                                         596 167              578 616
           Total Capitalization and Liabilities                                       $2 792 767           $2 731 858



See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        -  5  -

                                   WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES

                                         Consolidated Statement Of Cash Flows

                                                                                          Six Months Ended
                                                                                               June 30        
                                                                                         1995           1994    
                                                                                       (Thousands of Dollars)

CASH FLOWS FROM OPERATIONS:
         <S>                                                                          <C>                  <C>  
         Consolidated net income                                                      $ 62 025             $ 73 702
         Depreciation                                                                   57 700               44 299
         Deferred investment credit and income taxes, net                                4 206              (11 083)
         Deferred power costs, net                                                       9 689                  113
         Unconsolidated subsidiaries' dividends in
           excess of earnings                                                            1 997                1 832 
         Allowance for other than borrowed funds used
           during construction                                                          (1 182)              (2 661)
         Cumulative effect of accounting change before
           income taxes                                                                    -                (32 891)
         Changes in certain current assets and liabilities:
           Accounts receivable, net, excluding cumulative
             effect of accounting change                                                (1 762)              10 197
           Materials and supplies                                                       (2 107)              (8 456)
           Accounts payable                                                            (31 175)             (14 540)
           Taxes accrued                                                                (9 010)               1 302 
           Interest accrued                                                                (68)                   6 
         Other, net                                                                    (12 293)               9 764 
                                                                                        78 020               71 584

CASH FLOWS FROM INVESTING:
         Construction expenditures                                                     (70 752)             (96 659)
         Allowance for other than borrowed
           funds used during construction                                                1 182                2 661
                                                                                       (69 570)             (93 998)

CASH FLOWS FROM FINANCING:
         Issuance of long-term debt                                                    143 700                1 644
         Retirement of long-term debt                                                  (78 888)                 -   
         Short-term debt, net                                                              -                 49 747  
         Notes receivable from affiliates                                              (22 800)              24 900 
         Dividends on capital stock:
           Preferred stock                                                              (4 460)              (4 127)
           Common stock                                                                (46 043)             (49 866)
                                                                                        (8 491)              22 298 


NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS                                          (41)                (116)
Cash and Temporary Cash Investments at January 1                                           345                  565
Cash and Temporary Cash Investments at June 30                                        $    304             $    449

Supplemental cash flow information:
         Cash paid during the period for:
           Interest (net of amount capitalized)                                       $ 30 570             $ 26 230
           Income taxes                                                                 26 467               31 362


See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                                  -  6  -


             WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
                Notes to Consolidated Financial Statements

 1.      The Company's Notes to Consolidated Financial Statements in the
         Allegheny Power System companies' combined Annual Report on Form
         10-K for the year ended December 31, 1994, should be read with the
         accompanying financial statements and the following notes.  With
         the exception of the December 31, 1994 consolidated balance sheet
         in the aforementioned annual report on Form 10-K, the accompanying
         consolidated financial statements appearing on pages 3 through 5
         are unaudited.  In the opinion of the Company, such consolidated
         financial statements together with these notes thereto contain all
         adjustments (which consist only of normal recurring adjustments)
         necessary to present fairly the Company's financial position as of
         June 30, 1995, the results of operations for the three and six
         months ended June 30, 1995 and 1994, and cash flows for the six
         months ended June 30, 1995 and 1994.

 2.      The Consolidated Statement of Income reflects the results of past
         operations and is not intended as any representation as to future
         results.  For purposes of the Consolidated Balance Sheet and
         Consolidated Statement of Cash Flows, temporary cash investments
         with original maturities of three months or less, generally in the
         form of commercial paper, certificates of deposit, and repurchase
         agreements, are considered to be the equivalent of cash.
 
 3.      Earnings for the 1994 periods have been restated to reflect
         retroactively the effect of an accounting change adopted as of
         January 1994 to record unbilled revenues.

 4.      The Company issued $30 million of 7.75% Series MM, 30-year first
         mortgage bonds in May 1995 to refund $30 million of 9% Series EE
         due 2019.  In June 1995, the Company issued $31.5 million of 6.15%,
         20-year pollution control revenue notes, to refund $11.5 million
         of 6.95% Series B due 2003 and $20 million of 7% Series B due 2008,
         and issued $15.4 million of 6.05% Series G 19-year pollution
         control revenue notes to refund $15.4 million of 9.375% Series E
         due 2014.  The Company also issued $70 million of 8% Junior
         Subordinated Deferrable Interest Debentures in June 1995 to replace
         the following issues of preferred stock:  $10 million of $7.00
         Series D, $10 million of $7.12 Series E, $10 million of $7.60
         Series H, $10 million of $7.64 Series I,  $10 million of $8.08
         Series G, and $20 million of $8.20 Series J.

         The Series B pollution control revenue notes will be refunded in
         July 1995 but have been extinguished as of the June 30, 1995,
         balance sheet because funds have been placed in an irrevocable
         trust to satisfy the obligation.
    
 5.      The Company owns 45% of the common stock of Allegheny Generating
         Company (AGC), and affiliates of the Company own the remainder. 
         AGC owns an undivided 40% interest, 840 MW, in the 2,100-MW pumped-
         storage hydroelectric station in Bath County, Virginia, operated
         by the 60% owner, Virginia Power Company, a nonaffiliated utility. 
         Following is a summary of income statement information for AGC:
<PAGE>
<TABLE>
<CAPTION>


                                                        -  7  -



                                                            Three Months Ended             Six Months Ended
                                                                  June 30                        June 30   
                                                            1995          1994             1995        1994
                                                       (Thousands of Dollars)

         <S>                                                <C>             <C>            <C>          <C> 
         Electric operating revenues                        $22 061         $21 869        $44 157      $44 300
         Operation and maintenance expense                    1 571           1 444          3 367        3 277
         Depreciation    4 224                                4 236           8 448          8 472
         Taxes other than income taxes                        1 248           1 528          2 547        2 868
         Federal income taxes                                 3 502           3 408          6 725        6 921
         Interest charges                                     4 432           4 487          9 417        8 913
         Other income, net                                       (9)             (5)            (9)          (7)
         Net income                                         $ 7 093         $ 6 771        $13 662      $13 856
</TABLE>

         The Company's share of the equity in earnings above was $3.2
         million and $3.0 million for the three months ended June 30, 1995
         and 1994, respectively, and $6.1 million and $6.2 million for the
         six months ended June 30, 1995 and 1994, respectively, and was
         included in other income, net, on the Consolidated Statement of
         Income.

 6.      Common stock dividends per share declared and paid during the
         periods for which income statements are included are as follows:
<TABLE>
<CAPTION>
                                               1995                         1994                                        
                                         1st            2nd           1st            2nd                                
                                       Quarter        Quarter       Quarter        Quarter    

         <S>                          <C>            <C>            <C>             <C>
         Number of Shares             24,361,586     24,361,586     22,361,586      22,361,586
         Amount Per Share                   $.94           $.95          $1.12           $1.11
</TABLE>
         Earnings per share are not reported inasmuch as the common stock
         of the Company is 100% owned by its parent, Allegheny Power System,
         Inc.
<PAGE>
                                  -  8  -

             WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES

        Management's Discussion and Analysis of Financial Condition
                               and Results of Operations               


      COMPARISON OF SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 1995
          WITH SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 1994


CONSOLIDATED NET INCOME

                      Consolidated net income for the second quarter and
first six months of 1995 was $24.6 million and $62.0 million, respectively,
compared with $22.0 million and $54.7 million for the corresponding 1994
periods, before the cumulative effect of an accounting change to record
unbilled revenues.

                      The increase in consolidated net income for the second
quarter and in consolidated income before cumulative effect of accounting
change for the first six months of 1995 reflects increased retail revenues
resulting primarily from a previously reported rate increase and also in the
quarter from greater kilowatthour (kWh) sales to retail customers.  The
increased retail revenues in the 1995 periods more than offset increases in
depreciation, interest, and other expenses.


SALES AND REVENUES

                      Retail kWh sales to commercial and industrial customers
in the second quarter increased 1% and 10%, respectively, and to residential
customers decreased 2%.  In the first six months, retail kWh sales to
commercial and industrial customers increased 1% and 8%, respectively, and
to residential customers decreased 5%.     Milder weather in the second
quarter and first six months of 1995 as compared to some of the coldest
temperatures ever recorded in much of the Company's service territory during
the first quarter of 1994 resulted in reduced residential kWh sales.  The
increase in kWh sales to industrial customers in the second quarter and first
six months of 1995 resulted primarily from increased sales to primary metals
customers.  KWh sales to primary metals customers in the second quarter of
1994 were impacted by a 70-day strike, ending June 9, 1994, at the Company's
largest industrial customer.  The increases in revenues from retail customers
resulted from the following:
<TABLE>
<CAPTION>
                       
                                                                             Change from Prior Periods
                                                                             Quarter       Six Months
                                                                               (Millions of Dollars)

         <S>                                                                  <C>                 <C>
         Change in kWh sales                                                  $  1.9              $ (.2)
         Fuel and energy cost adjustment
           clauses (1)                                                          (1.2)              (2.0)
         Rate increases (2)                                                     11.7               25.3 
         Other                                                                    .6                1.1
                                                                               $13.0              $24.2
</TABLE>
<PAGE>


                                                         - 9 -


         (1)          Changes in revenues from fuel and energy cost
                      adjustment clauses have little effect on consolidated
                      net income.  

         (2)          Reflects a base rate increase on an annual basis of
                      about $55.5 million in Pennsylvania effective December
                      31, 1994.  This increase included recovery of carrying
                      charges on investment, depreciation, and operating
                      costs required to comply with Phase I of the Clean Air
                      Act Amendments of 1990 (CAAA), and other increasing
                      levels of expense.


                      KWh sales to and revenues from nonaffiliated utilities
are comprised of the following items:
<TABLE>
<CAPTION>
                                                   
                                                Three Months Ended                    Six Months Ended
                                                      June 30                               June 30                    
                                                1995          1994                    1995         1994

KWh sales (in billions):                                                 
  <S>                                          <C>           <C>                     <C>          <C>
  From Company generation                         .1            .2                       .1           .3
  From purchased power                           1.2            .7                      2.7          2.2
                                                 1.3            .9                      2.8          2.5
Revenues (in millions):
  From Company generation                      $ 1.5         $ 4.3                   $  3.1       $  8.6
  From sales of purchased power                 36.9          28.4                     78.1         72.7
                                               $38.4         $32.7                   $ 81.2       $ 81.3
</TABLE>

                          Sales from Company generation decreased because of
growth of kWh sales to retail customers and generating unit outages, both of
which reduce the amount available for sale, and because of decreased demand
and continuing price competition.  Sales of purchased power vary depending
on the availability of eastern utilities' generating equipment, demand for
energy, and competition.  Most of the aggregate benefits from sales to
nonaffiliated utilities is passed on to retail customers and has little
effect on consolidated net income.
<PAGE>

                                  - 10 -


OPERATING EXPENSES

                Fuel expenses for the second quarter and first six months
of 1995 decreased 14% and 13%, respectively, due primarily to decreases of
5% and 4% respectively, in kWhs generated, and a 9% decrease in average coal
prices in both periods.  The reduced average coal prices are primarily the
result of renegotiations of long-term fuel contracts which reduced fuel
prices effective January 1995.  Fuel expenses are primarily subject to
deferred power cost accounting procedures with the result that changes in
fuel expenses have little effect on consolidated net income.

                "Purchased power and exchanges, net" represents power
purchases from and exchanges with nonaffiliated utilities and qualified
facilities under the Public Utility Regulatory Policies Act of 1978 (PURPA),
capacity charges paid to Allegheny Generating Company (AGC), and other
transactions with affiliates made pursuant to a power supply agreement
whereby each company uses the most economical generation available in the
Allegheny Power System at any given time, and is comprised of the following
items:
<TABLE>
<CAPTION>
                                                                            
                                                              Three Months Ended             Six Months Ended
                                                                    June 30                       June 30    
                                                              1995          1994            1995         1994           
                                                                (Millions of Dollars) 
Nonaffiliated transactions:
  Purchased power:
    <S>                                                       <C>             <C>           <C>         <C>
    For resale to other utilities                             $32.9           $25.0         $ 69.1      $ 64.2
       From PURPA generation                                   16.0            16.7           32.6        32.5
    Other                                                       7.0             4.1           11.4        10.1
  Power exchanges, net                                         (1.0)           (1.1)            .7          .4
Affiliated transactions:
  AGC capacity charges                                          9.4             9.7           19.0        19.5
  Energy and spinning reserve charges                            .8             2.1            1.7         3.1
  Other affiliated capacity charges                              .1              .2             .4          .4
                                                              $65.2           $56.7         $134.9      $130.2
</TABLE>
                The amount of power purchased from nonaffiliated utilities
for use by the Company and for resale to nonaffiliated utilities depends upon
the availability of the Company's generating equipment, transmission
capacity, and fuel, and its cost of generation and the cost of operations of
nonaffiliated utilities from which such purchases are made.  The cost of
power and capacity purchased for use by the Company, including power from
PURPA generation and affiliated transactions, is mostly recovered from
customers currently through the regular fuel and energy cost recovery
procedures followed by the Company's regulatory commissions and is primarily
subject to deferred power cost procedures with the result that changes in
such costs have little effect on consolidated net income.  The primary reason
for the increases in purchases for resale to nonaffiliated utilities is
described under SALES AND REVENUES above.
<PAGE>

                                  - 11 -


                The decreases in other operation expense for the second
quarter and first six month periods resulted primarily from a decrease in
transmission service charges and environmental liabilities recorded in the
first quarter of 1994, offset in part by increased power station operating
costs, including expenses related to the Harrison scrubbers which became
available for service in November 1994.                                 
                
                Maintenance expenses represent costs incurred to maintain
the power stations, the transmission and distribution (T&D) system, and
general plant, and reflect routine maintenance of equipment and rights-of-way
as well as planned major repairs and unplanned expenditures, primarily from
forced outages at the power stations and periodic storm damage on the T&D
system.  The Company is also experiencing, and expects to continue to
experience, increased expenditures due to the aging of its power stations. 
Variations in maintenance expense result primarily from unplanned events and
planned major projects, which vary in timing and magnitude depending upon the
length of time equipment has been in service without a major overhaul and the
amount of work found necessary when equipment is dismantled. 

                The increases in depreciation expense for the second quarter
and first six months of 1995 resulted from additions to electric plant,
primarily because of the Harrison scrubbers which became available for
service in November 1994, and an increase in depreciation rates concurrent
with the Pennsylvania base rate increase effective on December 31, 1994.

                Taxes other than income taxes increased $1.4 million for the
second quarter and $.4 million for the first six months resulting primarily
from increased West Virginia Business and Occupation taxes (B & O taxes), due
to increased generation within that state.  As a result of an amendment in
the B & O tax law effective June 1, 1995, which changed the basis of this tax
from generation to generating capacity, this tax is expected to decrease
effective February 1, 1996, because of a rate reduction for scrubbed
capacity.
         
           The net increases of $2.9 and $5.7 million in federal and state
income taxes for the second quarter and the first six month periods,
respectively, resulted primarily from increases in income before income taxes
offset in part by a 1% decrease in the Pennsylvania corporate net income tax
retroactive to January 1, 1995.

                The combined decrease of $1.6 million and $2.0 million in
allowance for funds used during construction  (AFUDC) for the second quarter
and first six month periods, respectively, reflect decreases in capital
expenditures upon substantial completion of Phase I of the CAAA.

                The increase in other income, net for the second quarter of
1995 was due primarily to interest income earned on funds available as a
result of the timing of the debt and preferred stock refinancings in the
second quarter of 1995.

                Interest on long-term debt increased $2.0 million for the
quarter and 
$3.6 million for the first six months due primarily to the timing of the
refinancing of the $30 million of first mortgage bonds and $46.9 million of
pollution control revenue notes, interest related to the issuance of $70
million of Junior Subordinated Deferrable Interest Debentures, and new
security issues in 1994.  Fluctuations in other interest expense reflect
changes in the level of short-term debt maintained by the Company.


LIQUIDITY AND CAPITAL RESOURCES

                The Company's discussion on Liquidity and Capital Resources
in the Allegheny Power System companies' combined Annual Report on Form 10-K
for the year ended December 31, 1994 should be read with the following
information.

                In the normal course of business, the Company is subject to
various contingencies and uncertainties relating to its operations and
construction programs, including cost recovery in the regulatory process,
laws, regulations and uncertainties relating to environmental matters, and
legal actions.
<PAGE>
                                  - 12 -

                As previously reported, Monongahela Power Company, an
affiliated company, has been named as a defendant along with multiple other
defendants in 2,343 pending asbestos cases involving one or more plaintiffs,
and the Company and its affiliates have been named as defendants along with
multiple other defendants in an additional 813 cases by one or more
plaintiffs, including 815 new cases filed in 1995 to date.  While the
cumulative number of claims appears to be significant, previous cases have
been settled for an amount substantially less than the anticipated cost of
defense.  Also as previously reported, the Company and its affiliates and
approximately 875 others have been identified by the Environmental Protection
Agency as potentially responsible parties in a Superfund site subject to
cleanup.  The company believes that provisions for liabilities and insurance
recoveries are such that final resolution of these matters will not have a
material effect on its financial position.

                In March 1995, the Federal Energy Regulatory Commission
(FERC) published a Notice of Proposed Rulemaking (NOPR) that would mandate
sweeping changes to promote increased competition in the wholesale electric
industry.  The proposals would require that utilities file nondiscriminatory
open access transmission tariffs and offer comparable transmission services
to eligible third parties.  It also would allow utilities the opportunity to
recover stranded costs.  The Company has submitted comments to the FERC.

                On May 11, 1995, at the annual meeting of stockholders, the
System announced that it was proceeding with a functional reorganization. 
As a result of the reorganization and consolidation efforts currently
underway, staff reductions with possible future layoffs appear to be
inevitable.
<PAGE>

                                  - 13 -

             WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
                  Part II--Other Information to Form 10-Q
                     for Quarter Ended June 30, 1995           


Item 1. LEGAL PROCEEDINGS

                On July 20, 1995, the Pennsylvania Commonwealth Court
reversed the Pennsylvania Public Utility Commission's (PUC) recalculation of
capacity costs to be paid to the Shannopin PURPA project.  The court remanded
the case to the PUC for recalculation, concluding that the PUC erred in
escalating the rates past October 1, 1995.  The developer has filed for
reconsideration of that portion of the order which remanded the case to the
PUC.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)           Exhibits

                       27  Financial Data Schedule.


         (b)           On May 19, 1995, the Company filed a report on Form
                       8-K including an exhibit consisting of a
                       Supplemental Indenture dated as of May 1, 1995.
                       
                       On June 15, 1995, the Company filed a report on Form
                       8-K including an exhibit consisting of an indenture
                       dated as of May 15, 1995.




                                 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.

                                            WEST PENN POWER COMPANY



                                            C. V. BURKLEY                  
                                            C. V. Burkley, Controller
                                            (Chief Accounting Officer)


August 11, 1995


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> 0
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<EXCHANGE-RATE>                                      1
<CASH>                                             272
<SECURITIES>                                        32
<RECEIVABLES>                                  141,027
<ALLOWANCES>                                   (8,383)
<INVENTORY>                                     80,234
<CURRENT-ASSETS>                               281,638
<PP&E>                                       3,053,150
<DEPRECIATION>                               1,037,818
<TOTAL-ASSETS>                               2,792,767
<CURRENT-LIABILITIES>                          243,306
<BONDS>                                        906,583
<COMMON>                                       465,994
                                0
                                    149,708
<OTHER-SE>                                     501,009
<TOTAL-LIABILITY-AND-EQUITY>                 2,792,767
<SALES>                                        607,879
<TOTAL-REVENUES>                               607,879
<CGS>                                          386,337
<TOTAL-COSTS>                                  488,481
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              31,740
<INCOME-PRETAX>                                 94,751
<INCOME-TAX>                                    32,726
<INCOME-CONTINUING>                             62,025
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    62,025
<EPS-PRIMARY>                                     0.00<F1>
<EPS-DILUTED>                                     0.00<F1>
<FN>
<F1>All common stock is owned by parent.  No. EPS required.
</FN>
        

</TABLE>


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