<PAGE>
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 September 30, 1996
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.)
800 Cabin Hill Drive, 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 November 13, 1996, 24,361,586 shares of the Common Stock (no par
value) of the registrant were outstanding, all of which are held by Allegheny
Power System, Inc., the Company's parent.
<PAGE>
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WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
Form 10-Q for Quarter Ended September 30, 1996
Index
Page
No.
PART I--FINANCIAL INFORMATION:
Consolidated statement of income -
Three and nine months ended September 30, 1996 and 1995 3
Consolidated balance sheet - September 30, 1996
and December 31, 1995 4
Consolidated statement of cash flows -
Nine months ended September 30, 1996 and 1995 5
Notes to consolidated financial statements 6-8
Management's discussion and analysis of financial
condition and results of operations 9-13
PART II--OTHER INFORMATION 13
<PAGE>
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WEST PENN POWER COMPANY AND SUBSIDIARIES
Consolidated Statement of Income
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(Thousands of Dollars)
<S> <C> <C> <C> <C>
ELECTRIC OPERATING REVENUES:
Residential $ 94,853 $ 100,591 $ 304,619 $ 301,065
Commercial 57,411 59,702 169,446 168,398
Industrial 86,182 87,839 266,276 266,838
Wholesale and other, including affiliates* 18,220 15,540 52,299 53,318
Bulk power transactions, net* 7,016 7,165 25,918 19,956
Total Operating Revenues 263,682 270,837 818,558 809,575
OPERATING EXPENSES:
Operation:
Fuel 59,278 61,244 179,074 179,346
Purchased power and exchanges, net* 28,382 29,185 93,572 94,977
Deferred power costs, net 1,922 2,901 13,620 12,590
Other** 41,051 41,661 146,108 110,364
Maintenance 25,723 28,051 80,068 82,961
Depreciation 30,309 28,707 90,928 86,407
Taxes other than income taxes 22,333 22,896 68,661 67,340
Federal and state income taxes 14,772 15,300 37,308 48,026
Total Operating Expenses 223,770 229,945 709,339 682,011
Operating Income 39,912 40,892 109,219 127,564
OTHER INCOME AND DEDUCTIONS:
Allowance for other than borrowed funds
used during construction 85 939 144 2,121
Other income, net 3,712 3,538 9,437 9,449
Total Other Income and Deductions 3,797 4,477 9,581 11,570
Income Before Interest Charges 43,709 45,369 118,800 139,134
INTEREST CHARGES:
Interest on long-term debt 16,248 16,631 48,742 48,020
Other interest 1,788 742 5,139 2,216
Allowance for borrowed funds used during
construction (657) (638) (1,252) (1,761)
Total Interest Charges 17,379 16,735 52,629 48,475
CONSOLIDATED NET INCOME $ 26,330 $ 28,634 $ 66,171 $ 90,659
</TABLE>
* Prior period amounts have been reclassified for comparative purposes to
reflect a change in 1996 in reporting certain bulk power transmission
transactions with nonaffiliated utilities. See Note 3 on page 6.
**Includes restructuring charges of 3.6 million for the three-month period
ended September 30, 1996 and restructuring charges and asset write-off
of $37.6 million for the nine-month period ended September 30, 1996.
Includes restructuring charges of $6.0 million for the three and nine-
month periods ended September 30, 1995.
See Note 4 on pages 6 and 7 for additional information on the
restructuring charges.
See accompanying notes to consolidated financial statements.
<PAGE>
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WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
(Thousands of Dollars)
<S> <C> <C>
ASSETS:
Property, Plant, and Equipment:
At original cost, including $78,292,000
and $67,626,000 under construction $3,143,703 $3,097,522
Accumulated depreciation (1,138,035) (1,063,399)
2,005,668 2,034,123
Investments:
Allegheny Generating Company - common stock at equity 94,545 96,369
Other 1,053 1,239
95,598 97,608
Current Assets:
Cash and temporary cash investments 4,826 717
Accounts receivable:
Electric service, net of $10,674,000 and $9,436,000
uncollectible allowance 109,341 140,979
Affiliated and other 18,826 20,183
Materials and supplies--at average cost:
Operating and construction 36,318 36,660
Fuel 25,215 32,445
Deferred income taxes 29,868 21,024
Prepaid taxes 21,812 12,863
Other 8,224 4,881
254,430 269,752
Deferred Charges:
Regulatory assets 339,561 342,150
Unamortized loss on reacquired debt 11,307 12,256
Other 21,281 15,275
372,149 369,681
Total Assets $2,727,845 $2,771,164
CAPITALIZATION AND LIABILITIES:
Capitalization:
Common stock $465,994 $465,994
Other paid-in capital 55,475 55,475
Retained earnings 444,155 451,719
965,624 973,188
Preferred stock 79,708 79,708
Long-term debt and QUIDS 905,101 904,669
1,950,433 1,957,565
Current Liabilities:
Short-term debt 32,300 70,218
Accounts payable 67,473 86,935
Accounts payable to affiliates 809 6,252
Taxes accrued:
Federal and state income 15,707 4,128
Other 12,328 20,149
Deferred power costs 12,135 12,399
Interest accrued 14,061 15,890
Restructuring liabilities 19,621 6,491
Other 29,819 19,927
204,253 242,389
Deferred Credits and Other Liabilities:
Unamortized investment credit 48,431 50,366
Deferred income taxes 468,821 469,559
Regulatory liabilities 33,745 35,077
Restructuring liabilities 875 -
Other 21,287 16,208
573,159 571,210
Total Capitalization and Liabilities $2,727,845 $2,771,164
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
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WEST PENN POWER COMPANY
Statement of Cash Flows
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1996 1995
(Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Consolidated net income $66,171 $90,659
Depreciation 90,928 86,407
Deferred investment credit and income taxes, net (12,867) 2,147
Deferred power costs, net 13,620 12,590
Unconsolidated subsidiaries' dividends in excess of earnings 1,940 2,934
Allowance for other than borrowed funds used
during construction (144) (2,121)
Restructuring liability 16,191 6,042
Asset write-off 10,762 -
Changes in certain current assets and
liabilities:
Accounts receivable, net 32,995 (12,013)
Materials and supplies 7,572 3,993
Accounts payable (24,905) (29,954)
Taxes accrued 3,758 (8,752)
Interest accrued (1,829) (764)
Other, net (11,431) (149)
192,761 151,019
CASH FLOWS FROM INVESTING:
Construction expenditures (77,142) (106,654)
Allowance for other than borrowed funds used
during construction 144 2,121
(76,998) (104,533)
CASH FLOWS FROM FINANCING:
Retirement of preferred stock - (72,369)
Issuance of long-term debt - 143,700
Retirement of long-term debt - (78,888)
Short-term debt, net (37,919) 34,581
Notes receivable from affiliates - 1,000
Dividends on capital stock:
Preferred stock (2,575) (5,332)
Common stock (71,160) (68,456)
(111,654) (45,764)
NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 4,109 722
Cash and Temporary Cash Investments at January 1 717 345
Cash and Temporary Cash Investments at September 30 $ 4,826 $ 1,067
Supplemental cash flow information:
Cash paid during the quarter for:
Interest (net of amount capitalized) $50,514 $47,859
Income taxes 38,914 46,343
</TABLE>
See accompanying notes to financial statements.
<PAGE>
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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, 1995 should be read
with the accompanying financial statements and the following
notes. With the exception of the December 31, 1995
consolidated balance sheet in the aforementioned annual report
on Form 10-K, the accompanying consolidated financial
statements appearing on pages 3 through 5 and these notes to
financial statements are unaudited. In the opinion of the
Company, such consolidated financial statements together with
these notes contain all adjustments (which consist only of
normal recurring adjustments) necessary to present fairly the
Company's financial position as of September 30, 1996, the
results of operations for the three and nine months ended
September 30, 1996 and 1995, and cash flows for the nine months
ended September 30, 1996 and 1995.
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. Effective in 1996 the Company changed its method of reporting
certain bulk power transmission transactions with nonaffiliated
utilities, and reclassified prior year's bulk power revenues
and operation expenses to achieve a consistent presentation.
In prior years, some use of the Company's transmission system
was recorded as purchased power from selling utilities and as
sales of power to buying utilities. The benefit to the Company
was the difference between the two. Because of new Federal
Energy Regulatory Commission requirements, the Company
predominantly does not "buy" and "sell" such energy, but rather
a transmission fee is charged.
Under the new reporting method all such transactions
are recorded on a net revenue basis. The effect of
the reclassification was to reduce amounts reported
for bulk power transaction revenues and operation
expenses by $38.4 million and $107.6 million for the
three and nine months ended September 1995,
respectively, with no change in operating income or
consolidated net income.
4. As reported in the 1995 third quarter 10-Q, the System is
undergoing a reorganization and reengineering process
(restructuring) to simplify its management structure and to
increase efficiency. In March 1996, the Company and its
affiliates announced additional restructuring plans which
included consolidating operating divisions, and centralizing
and changing many accounting, customer services, and other
functions. As of September 1996, the Company and its
affiliates reduced their workforce by about 750 employees. The
reductions were accomplished through an enhanced separation
plan, attrition, and layoffs. An additional reduction of
<PAGE>
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about 250 employees during the next two or three years will
occur primarily through attrition, early retirement packages,
and, in the union workforce, pursuant to appropriate contract
terms.
Restructuring charges previously recorded were adjusted and
additional charges were recorded in the third quarter to
reflect current estimates. Restructuring charges reflect
estimated liabilities for severance, employee termination
costs, and other restructuring costs. Estimated additional
restructuring charges of about $10 to $13 million will be
recorded as the liabilities are incurred. A summary of the
Company's restructuring liabilities is provided below:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 1996 September 1996
(Millions of Dollars)
<S> <C> <C>
Restructuring liability (before tax):
Balance at beginning of period $21.0 $ 6.5
Accruals/adjustments 3.6 26.9
Benefit plans curtailment
liabilities/adjustments* 2.6 (2.2)
Less payments (6.7) (10.7)
Balance at end of period $20.5 $20.5
</TABLE>
*Primarily recorded in other deferred credits.
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:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Electric operating revenues $20,825 $21,573 $62,757 $65,730
Operation & maintenance expense 1,299 1,324 3,633 4,691
Depreciation 4,290 4,274 12,870 12,722
Taxes other than income taxes 1,174 1,221 3,582 3,768
Federal income taxes 3,296 3,410 10,002 10,135
Interest charges 4,081 4,385 12,490 13,802
Other income, net (1) (5) (4) (14)
Net income $ 6,686 $ 6,964 $20,184 $20,626
</TABLE>
The Company's share of the equity in earnings above was $3.0
million and $3.1 million for the three months ended September
30, 1996 and 1995, respectively, and $9.1 million and $9.3
million for the nine months ended September 30, 1996 and 1995,
respectively, and was included in other income, net, on the
Consolidated Statement of Income.
<PAGE>
- 8 -
6. Common stock dividends per share declared and paid during the
periods for which income statements are included are as
follows:
<TABLE>
<CAPTION>
1996 1995
Number Amount Number Amount
of Shares Per Share of Shares Per Share
<S> <C> <C> <C> <C>
First Quarter 24,361,586 $.99 24,361,586 $.94
Second Quarter 24,361,586 $.97 24,361,586 $.95
Third Quarter 24,361,586 $.96 24,361,586 $.92
</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>
- 9 -
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
Management's Discussion and Analysis of Financial Condition
and Results of Operations
COMPARISON OF THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996
WITH THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1995
Review of Operations
CONSOLIDATED NET INCOME
Consolidated net income for the third quarter of 1996
was $26.3 million compared with $28.6 million for the corresponding 1995
period. For the first nine months of 1996, consolidated net income was
$66.2 million compared with $90.7 million for the corresponding 1995
period.
The three month period ended September 1996 includes a
restructuring charge of $3.6 million ($2.1 million, net of taxes) and the
nine month period ended September 1996 includes a restructuring charge and
asset write-off of $37.6 million ($22.2 million, net of taxes). The three
and nine month periods ended September 1995 include a restructuring charge
of $6.0 million ($3.5 million, net of taxes). Restructuring activities
reported in the first six months continued in the third quarter (see Note
4 to the Consolidated Financial Statements).
The decrease in earnings for the third quarter of 1996,
excluding restructuring charges, was primarily due to a decrease in
kilowatt-hour (kWh) sales to residential customers because of relatively
cool weather this summer compared with the extremely hot weather in the
summer of 1995. The decrease in year-to-date earnings, excluding
restructuring charges and asset write-off, was primarily due to higher
depreciation expense, increased charge-offs for uncollectible accounts,
and decreased allowance for funds used during construction due to a lower
level of construction work in progress.
SALES AND REVENUES
Retail kWh sales to residential and commercial
customers in the third quarter decreased 5%, and 3%, and to industrial
customers remained about the same. Retail kWh sales in the first nine
months to residential, commercial, and industrial customers increased 3%,
2%, and 2%, respectively. Decreased weather-related sales in the third
quarter largely due to cooling degree days that were 30% below normal and
58% below the corresponding 1995 period more than offset growth in the
number of customers which resulted in the decrease in residential and
commercial sales. The increase in kWh sales to residential and commercial
customers in the first nine months was due to increases in both the number
of customers and usage. Heating degree days in the relatively cold
January through April 1996 period were 8% above the corresponding 1995
period. The increase in kWh sales to industrial customers in the first
nine months of 1996 resulted primarily from increased sales to coal
mining, wood products, and electrical and electronic customers. Revenues
from sales to industrial customers decreased in both the third quarter and
<PAGE>
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nine months ended September 1996 due primarily to a decrease in the fuel
and energy cost component. The changes in revenues from retail customers
resulted from the following:
<TABLE>
<CAPTION>
Change from Prior Periods
Quarter Nine Months
(Millions of Dollars)
<S> <C> <C>
Increased (decreased) kWh sales $(4.3) $11.1
Fuel and energy cost adjustment clauses* (5.0) (4.4)
Other ( .4) (2.7)
$(9.7) $ 4.0
</TABLE>
*Changes in revenues from fuel and energy cost adjustment
clauses have little effect on consolidated net income.
The change in wholesale and other revenues for the
three and nine months ended September 1996 resulted primarily from changes
in sales of energy and spinning reserve to other affiliated companies.
<PAGE>
- 11 -
KWh deliveries to and revenues from bulk power
transactions are comprised of the following items:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995* 1996 1995*
<S> <C> <C> <C> <C>
KWh deliveries (in billions):
From transmission services 1.8 1.7 5.7 4.5
From sale of Company generation .1 .1 .4 .2
1.9 1.8 6.1 4.7
Revenues (in millions):
From transmission services $ 5.4 $4.9 $17.9 $14.6
From sale of Company generation 1.6 2.3 8.0 5.4
$ 7.0 $7.2 $25.9 $20.0
</TABLE>
Increased transmission services and sales of Company
generation resulted primarily from increased activity from power
marketers. Most of the benefits from bulk power and affiliated
transactions are passed on to retail customers and have little effect on
consolidated net income.
OPERATING EXPENSES
Fuel expenses for the third quarter decreased 3% and
for the first nine months of 1996 remained about the same. The decrease
in fuel expenses in the third quarter was due primarily to a decrease in
kWh generated. 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" represents power
purchases from and exchanges with other utilities and purchases from
qualified facilities under the Public Utility Regulatory Policies Act of
1978 (PURPA), capacity charges paid to Allegheny Generating Company (AGC),
an affiliate partially owned by the Company, 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 Nine Months Ended
September 30 September 30
1996 1995* 1996 1995*
(Millions of Dollars)
<S> <C> <C> <C> <C>
Nonaffiliated transactions:
Purchased power:
From PURPA generation $15.1 $15.3 $46.6 $48.0
Other 3.3 3.3 15.6 14.7
Power exchanges - (1.3) .7 (.6)
Affiliated transactions:
AGC capacity charges 9.1 9.5 27.3 28.5
Energy and spinning reserve
charges .9 2.4 3.4 4.4
$28.4 $29.2 $93.6 $95.0
</TABLE>
*Prior period amounts have been reclassified for comparative purposes to
reflect a change in the method of reporting certain bulk power
transmission transactions with nonaffiliated utilities. See Note 3 to
the Consolidated Financial Statements for further information.
<PAGE>
- 12 -
The cost of purchased power, 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. During 1996, the
Company has recovered $12 million of deferred power costs for the
Shannopin PURPA project buyout as discussed on page 13.
The increase in other operation expense for the three
and nine months ended September 1996, excluding restructuring charges
discussed in Note 4 to the Consolidated Financial Statements and a $10.8
million write-off of accumulated land-related costs on a previously
proposed transmission line, was primarily due to increased charge-offs for
uncollectible accounts.
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. 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 third
quarter and first nine months resulted primarily from additions to
electric plant.
Taxes other than income taxes increased $1.3 million
for the first nine months primarily from prior year property tax
adjustments made in 1995.
The net changes in federal and state income taxes for
the third quarter and first nine month periods resulted primarily from
variances in income before income taxes.
The combined decrease of $2.4 million in allowance for
funds used during construction for the nine months ended September 1996
reflects a decrease in capital expenditures.
The increases of $1.0 million and $2.9 million in other
interest for the third quarter and first nine months, respectively,
resulted primarily from interest on overcollections from customers of the
Energy Cost Rate (ECR).
Financial Condition and Requirements
The Company's discussion on Financial Condition and
Requirements and Changes in the Electric Utility Industry in the Allegheny
Power System companies' combined Annual Report on Form 10-K for the year
ended December 31, 1995, 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 related to
environmental matters, and legal actions.
<PAGE>
- 13 -
In May 1996, the Pennsylvania Public Utility Commission
approved the Company's petition seeking permission to recover from
customers through the Energy Cost Rate (ECR) the $31 million buyout cost
of the Shannopin PURPA project. The Company will recover the cost over
three years including recovery of $24 million in the current ECR year
ending March 31, 1997. This increase in customer rates will be offset by
a $27 million refund of overcollections from the past ECR year. The
buyout will save the Company's customers approximately $665 million over
the next 30 years by eliminating the need to buy the overpriced power.
The Company continues to advocate true competition in
the electric utility industry. The Company is working with a group of
Pennsylvania legislators, regulators, utility representatives, and others
to attempt to draft consensus legislation that would bring retail customer
choice in a meaningful time frame. The Company is very proactive in its
efforts to promote deregulation in the electric utility industry. The
Company also believes that a Federal framework of legislation is necessary
because of differences among the states. Along with Federal legislation,
the Company supports deregulation of all generation, regulation of
transmission by the Federal Energy Regulatory Commission, and regulation
of distribution companies by states.
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
Part II - Other Information to Form 10-Q
for Quarter Ended September 30, 1996
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) (27) Financial Data Schedule
(b) No reports on Form 8-K were filed on behalf of the
Company for the quarter ended September 30, 1996.
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
/s/ THOMAS J. KLOC
Thomas J. Kloc
Controller
(Chief Accounting Officer)
November 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 4,826
<SECURITIES> 0
<RECEIVABLES> 138,841
<ALLOWANCES> 10,674
<INVENTORY> 61,533
<CURRENT-ASSETS> 254,430
<PP&E> 3,143,703
<DEPRECIATION> 1,138,035
<TOTAL-ASSETS> 2,727,845
<CURRENT-LIABILITIES> 204,253
<BONDS> 905,101
0
79,708
<COMMON> 465,994
<OTHER-SE> 499,630
<TOTAL-LIABILITY-AND-EQUITY> 2,727,845
<SALES> 818,558
<TOTAL-REVENUES> 818,558
<CGS> 512,442
<TOTAL-COSTS> 672,031
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,629
<INCOME-PRETAX> 103,479
<INCOME-TAX> 37,308
<INCOME-CONTINUING> 66,171
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66,171
<EPS-PRIMARY> 0.00<F1>
<EPS-DILUTED> 0.00<F1>
<FN>
<F1>*All common stock is owned by parent, no EPS required.
</FN>
</TABLE>
