SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U5S
ANNUAL REPORT
For the year ended December 31, 1994
Filed pursuant to the
Public Utility Holding Company Act of 1935 by
ALLEGHENY POWER SYSTEM, INC.
12 East 49th Street, New York, NY 10017
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FORM U5S - ANNUAL REPORT
For the Calendar Year 1994
ITEMS
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1994
Number of % of Issuer's Owner's
Type of Common Voting Book Book
Name of Company Company Shares Owned Power Value Value
(Thousands of Dollars)
Allegheny Power System, Inc. (APS) Holding
<S> <C> <C> <C> <C> <C>
Allegheny Power Service Corporation (APSC) Service 5,000 100 $ 50 $ 50
Monongahela Power Company (MP) Electric 5,891,000 100 495,693 495,693
The Potomac Edison Company (PE) Electric 22,385,000 100 658,146 658,146
West Penn Power Company (1) (WPP) Electric 24,361,586 100 955,482 955,482
West Virginia Power and
Transmission Company* (2) 30,000 100 2,370 2,367
West Penn West Virginia
Water Power Company* (3) 5 100 (2) 1
Unsecured debt 12 12
Subsidiaries of More Than One
System Company
Allegheny Generating Company (AGC) Generating
Owners:
Monongahela Power Company 270 27 60,137 60,137
The Potomac Edison Company 280 28 62,364 62,364
West Penn Power Company 450 45 100,228 100,228
Allegheny Pittsburgh Coal Company* (APC) (4)
Owners:
Monongahela Power Company 2,500 25 (2,985) (2,985)
Unsecured debt 3,495 3,495
The Potomac Edision 2,500 25 (2,986) (2,986)
Unsecured debt 3,617 3,617
West Penn Power Company 5,000 50 (5,970) (5,970)
Unsecured debt 7,061 7,061
*Inactive
(1) Exempt from registration as a holding company under
Section 3(a) pursuant to Rule 2.
(2) Owns land for power development.
(3) Owns land for water power development.
(4) Owns coal reserves as a long-term resource.
****************
Allegheny Power System, Inc. owns 12-1/2% of the capital stock of
Ohio Valley Electric Corporation, which owns 100% of the capital stock of
Indiana-Kentucky Electric Corporation. These companies were formed
October 1, 1952, to build electric generating facilities to supply power under
a long-term contract to the Energy Research and Development Administration's
(formerly Atomic Energy Commission) uranium diffusion project at Portsmouth,
Ohio. See Holding Company Act Release No. 13313.
In 1994, APS formed a new subsidiary AYP Capital, Inc. (AYP). AYP,
incorporated in Delaware, is an unregulated, wholly-owned nonutility. AYP was
formed in an effort to meet the challenges of the new competive environment
in the industry.
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ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS.
No System company acquired or sold utility assets in excess
of $1,000,000 in the aggregate during the calendar year 1994
except as reported in certificates filed pursuant to Rule 24.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES.
None, except as reported in certificates filed pursuant to
Rule 24, Form U-6B-2, and Form 10-K, 1994, Schedules IX, for
Monongahela Power Company, The Potomac Edison Company, and
West Penn Power Company.
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ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 1994
(Dollar Amounts in Thousands)
Name of
Company
Acquiring,
Redeeming, Number of Shares or
or Retiring Principal Amount Commission
Name of Issuer and Title of Issue Securities Acquired Redeemed Retired Consideration Authorization
The Potomac Edison Company:
$7.16 Series J Cumulative
<S> <C> <C> <C> <C> <S>
Preferred Stock (par $100) PE 12,000 shs. 12,000 shs. 1,200 File 70-7259
West Penn Power Company:
Common Stock (no par) APS 2,000,000 shs. 40,000 None
The amounts of consideration applicable to preferred stock shown
above are exclusive of accrued dividends.
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ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES.
1. Seven investments aggregating $83,310, one of which at $82,000 is
related to industrial development.
2. None
ITEM 6. OFFICERS AND DIRECTORS
Part 1. Names, principal business addresses, and positions of executives,
officers and directors of all system companies as of December 31, 1994.
The following symbols are used in the tabulation:
CH - Chairman D - Director
P - President X - Member of Executive
Committee
EVP - Executive Vice President A - Member of Audit Committee
SVP - Senior Vice President F - Member of Finance
Committee
VP - Vice President O - Member of Operating
Committee
T - Treasurer M - Member of Management
Review Committee
S - Secretary NB - Member of New Business
Committee
C - Comptroller df - Director's fees
s - Salary
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued
Allegheny Allegheny Monongahela The West Allegheny
Power Power Power Potomac Penn Generating
System, Service Company Edison Power Company
Inc. Corporation Company Company
<S> <C> <C> <C> <C> <C> <C>
Eileen M. Beck S s S S S
12 E. 49th St. NY, NY
Klaus Bergman CH D s CH P CH D CH D CH D P D
12 E. 49th St. NY, NY F NB X D X O X O X O X
Nancy L. Campbell VP T s VP T T T
12 E. 49th St. NY, NY
Richard J. Gagliardi VP s VP
12 E. 49th St. NY, NY
Stanley I. Garnett, II SVP s SVP D O D O VP O D VP D
12 E. 49th St. NY, NY
Nancy H. Gormley VP s VP VP
12 E. 49th St. NY, NY
Kenneth M. Jones VP C s VP C VP D
12 E. 49th St. NY, NY
Alan J. Noia P D X P D X D O D O D O D VP
12 E. 49th St. NY, NY
Jay S. Pifer s SVP P D O P D O P D O
800 Cabin Hill Drive
Greensburg, PA
Peter J. Skrgic SVP s SVP D O VP D O D O VP D
12 E. 49th St. NY, NY
Eleanor Baum df D F D df D df D df D
51 Astor Pl. NY, NY M
William L. Bennett df D A D df D df D df D
667 Madison Ave. NY, NY NB
Wendell F. Holland df D D df D df D df D
2500 One Liberty Place
Philadelphia, PA
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued
Allegheny Allegheny Monongahela The West Allegheny
Power Power Power Potomac Penn Generating
System, Service Company Edison Power Company
Inc. Corporation Company Company
<S> <C> <C> <C> <C> <C> <C>
Phillip E. Lint df D A D df D df D df D
19 High Point Rd. F NB
Westport, CT
Edward H. Malone df D F D df D df D df D
5601 Turtle Bay Dr.
Naples, FL
Frank A. Metz, Jr. df D F D X df D X df D X df D X
P.O. Box 26 M X
Sloatsburg, NY
Steven H. Rice df D X D X df D X df D X df D X
50 Main St. F M NB
White Plains, NY
Gunnar E. Sarsten df D NB D df D df D df D
11436 Scarborough's
Neck Rd. P.O. Box 459
Belle Haven, VA
Peter L. Shea df D A D df D df D df D
515 Madison Ave., NY, NY
Thomas A. Barlow s VP
1310 Fairmont Ave.
Fairmont, WV
Benjamin H. Hayes(1) s P D O
1310 Fairmont Ave.
Fairmont, WV
Charles S. Mullett(1) s S T
1310 Fairmont Ave.
Fairmont, WV
Richard E. Myers s C
1310 Fairmont Ave.
Fairmont, WV
(1) Retired 1-1-95
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued
Allegheny Allegheny Monongahela The West Allegheny
Power Power Power Potomac Penn Generating
System, Service Company Edison Power Company
Inc. Corporation Company Company
<S> <C> <C> <C> <C> <C> <C>
Robert R. Winter s VP VP
1310 Fairmont Ave.
Fairmont, WV
Thomas J. Kloc s C C
10435 Downsville Pike
Hagerstown, MD
James D. Latimer s EVP
10435 Downsville Pike
Hagerstown, MD
Robert B. Murdock(1) s VP
10435 Downsville Pike
Hagerstown, MD
Richard S. Roschli VP s
10435 Downsville Pike
Hagerstown, MD
Dale F. Zimmerman s S T
10435 Downsville Pike
Hagerstown, MD
Charles S. Ault VP s
800 Cabin Hill Drive
Greensburg, PA
Charles V. Burkley s C
800 Cabin Hill Drive
Greensburg, PA
Carole R. Chamberlain s
800 Cabin Hill Drive
Greensburg, PA
Ralph F. Haffner s
800 Cabin Hill Drive
Greensburg, PA
(1) Retired 1-1-95
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued
Allegheny Allegheny Monongahela The West Allegheny
Power Power Power Potomac Penn Generating
System, Service Company Edison Power Company
Inc. Corporation Company Company
<S> <C> <C> <C> <C> <C> <C>
Thomas K. Henderson VP VP s VP
800 Cabin Hill Drive
Greensburg, PA
Kenneth D. Mowl s S T
800 Cabin Hill Drive
Greensburg, PA
Carl F. Schlenke s
800 Cabin Hill Drive
Greensburg, PA
John D. Brodt
P.O. Box 468
Piketon, OH
William N. D'Onofrio
One Summit Sq.
Fort Wayne, IN
E. Linn Draper, Jr.
1 Riverside Plaza
Columbus, OH
Murray E. Edelman
P. O. Box 94661
Cleveland, OH
Carl A. Erickson
215 N. Front St.
Columbus, OH
David L. Hart
1 Riverside Plaza
Columbus, OH
Chris Hermann
P. O. Box 32030
Louisville, KY
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued
Allegheny Allegheny Monongahela The West Allegheny
Power Power Power Potomac Penn Generating
System, Service Company Edison Power Company
Inc. Corporation Company Company
<S> <C> <C> <C> <C> <C> <C>
Allen M. Hill
P. O. Box 1247
Dayton, OH
Willard R. Holland
73 S. Main St.
Akron, OH
J. Gordon Hurst
20 NW Fourth St.
Evansville, IN
David E. Jones
P. O. Box 468
Piketon, OH
Gerald P. Maloney
1 Riverside Plaza
Columbus, OH
James J. Markowsky
1 Riverside Plaza
Columbus, OH
Richard C. Menge
One Summit Sq.
Fort Wayne, IN
John T. Newton
1 Quality St.
Lexington, KY
Jackson H. Randolph
P. O. Box 960
Cincinatti, OH
Ronald G. Reherman
20 NW Fourth St.
Evansville, IN
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - continued
Allegheny West West Penn Ohio Valley Indiana-
Pittsburgh Virginia West Virginia Electric Kentucky
Coal Power and Water Power Corporation Electric
Company Transmission Company Corporation
Company
<S> <C> <C> <C> <C> <C>
Joseph H. Vipperman
40 Franklin Rd.
Roanoke, VA
Eileen M. Beck
12 E. 49th St. NY, NY
Klaus Bergman P D D X
12 E. 49th St. NY, NY
Nancy L. Campbell T
12 E. 49th St. NY, NY
Richard J. Gagliardi
12 E. 49th St. NY, NY
Stanley I. Garnett, II VP D D
12 E. 49th St. NY, NY
Nancy H. Gormley
12 E. 49th St. NY, NY
Kenneth M. Jones D
12 E. 49th St. NY, NY
Alan J. Noia
12 E. 49th St. NY, NY D VP
Peter J. Skrgic D D D X
12 E. 49th St. NY, NY
Eleanor Baum
51 Astor Place, NY, NY
William L. Bennett
667 Madison Ave, NY, NY
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - continued
Allegheny West West Penn Ohio Valley Indiana-
Pittsburgh Virginia West Virginia Electric Kentucky
Coal Power and Water Power Corporation Electric
Company Transmission Company Corporation
Company
<S>
Phillip E. Lint <C> <C> <C> <C> <C>
19 High Point Rd.
Westport, CT
Wendell F. Holland
2500 One Liberty Place
Philadelphia, PA
Edward H. Malone
5601 Turtle Bay Drive
Naples, FL
Frank A. Metz, Jr.
P. O. Box 26
Sloatsburg, NY
Clarence F. Michalis
44 E. 64th St. NY, NY
Steven H. Rice
50 Main St.
White Plains, NY
Gunnar E. Sarsten
11436 Scarborough's
Neck Rd.
P. O. Box 459
Belle Haven, VA
Peter L. Shea
515 Madison Ave. NY, NY
Thomas A. Barlow
1310 Fairmont Ave.
Fairmont, WV
Benjamin H. Hayes(1) VP D
1310 Fairmont Ave.
Fairmont, WV
(1) Retired 1-1-95
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Item 6. OFFICERS AND DIRECTORS - continued
Part 1. - continued
Allegheny West West Penn Ohio Valley Indiana-
Pittsburgh Virginia West Virginia Electric Kentucky
Coal Power and Water Power Corporation Electric
Company Transmission Company Corporation Company
<S> <C> <C> <C> <C> <C>
Charles S. Mullett(1) T
1310 Fairmont Ave.
Fairmont, WV
Richard E. Myers C
1310 Fairmont Ave.
Fairmont, WV
Robert R. Winter
1310 Fairmont Ave.
Fairmont, WV
Thomas J. Kloc
10435 Downsville Pike
Hagerstown, MD
James D. Latimer
10435 Downsville Pike
Hagerstown, MD
Robert B. Murdock(1)
10435 Downsville Pike
Hagerstown, MD
Dale F. Zimmerman
10435 Downsville Pike
Hagerstown, MD
Charles S. Ault
800 Cabin Hill Drive
Greensburg, PA
Charles V. Burkley C D C D
800 Cabin Hill Drive
Greensburg, PA
Carole R. Chamberlain S
800 Cabin Hill Drive
Greensburg, PA
(1) Retired 1-1-95
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Item 6. OFFICERS AND DIRECTORS - continued
Part 1. - continued
Allegheny West West Penn Ohio Valley Indiana-
Pittsburgh Virginia West Virginia Electric Kentucky
Coal Power and Water Power Corporation Electric
Company Transmission Company Corporation
Company
<S> <C> <C> <C> <C> <C>
Ralph F. Haffner D
800 Cabin Hill Drive
Greensburg, PA
Thomas K. Henderson VP D VP D
800 Cabin Hill Drive
Greensburg, PA
Kenneth D. Mowl S T S T D
800 Cabin Hill Drive
Greensburg, PA
Jay S. Pifer P D P D
800 Cabin Hill Drive
Greensburg, PA
Carl F. Schlenke D
800 Cabin Hill Drive
Greensburg
John D. Brodt s S T S T
P. O. Box 468
Piketon, OH
William N. D'Onofrio D
One Summit Sq.
Fort Wayne, IN
E. Linn Draper, Jr. P D X P D X
1 Riverside Plaza
Columbus, OH
Murray E. Edelman D
P. O. Box 94661
Cleveland, OH
Carl A. Erickson D
215 N. Front St.
Columbus, OH
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Item 6. OFFICERS AND DIRECTORS - continued
PART 1. continued
Allegheny West West Penn Ohio Valley Indiana-
Pittsburgh Virginia West Virginia Electric Kentucky
Coal Power and Water Power Corporation Electric
Company Transmission Company Corporation
Company
<S> <C> <C> <C> <C> <C>
David L. Hart VP VP
1 Riverside Plaza
Columbus, OH
Chris Hermann D X
P. O. Box 32030
Louisville, KY
Allen M. Hill D
P. O. Box 1247
Dayton, OH
Willard R. Holland DX D X
73 S. Main St.
Akron, OH
J. Gordon Hurst D
20 NW Fourth St.
Evansville, IN
David E. Jones s VP VP
P. O. Box 468
Piketon, OH
Gerald P. Maloney VP VP
1 Riverside Plaza
Columbus, OH
James J. Markowsky D
1 Riverside Plaza
Columbus, OH
Ricahrd C. Menge D
One Summit Square
Fort Wayne, IN
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Item 6. OFFICERS AND DIRECTORS - continued
PART 1. continued
Allegheny West West Penn Ohio Valley Indiana-
Pittsburgh Virginia West Virginia Electric Kentucky
Coal Power and Water Power Corporation Electric
Company Transmission Company Corporation
Company
<S> <C> <C> <C> <C> <C>
John R. Newton D
1 Quality St.
Lexington, KY
Jackson H. Randolph D X
P. O. Box 960
Cincinnati, OH
Ronald G. Reherman D D
20 NW Fourth St.
Evansville, IN
Joseph H. Vipperman D
40 Franklin Road
Roanoke, VA
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Item 6. OFFICERS AND DIRECTORS (continued)
Part II. Financial connections of officers and directors as of
December 31, 1994
Name of Officer Name and Location of Positions Held in Applicable
or Director Financial Institution Financial Institution Exemption Rule
<S> <C> <C> <C>
M. R. Edelman Society National Bank Director Pub. Utility Holding
Cleveland, OH Company Act
Section 3(a)(1)
B. H. Hayes City National Bank Director Reg. 250.70 (a)(4)(iii)
Fairmont, WV
A. M. Hill Citizens Federal Bank, S.F.B. Director No interlocking
Dayton, OH authority required
R. C. Menge Fort Wayne National Bank Director Rule 70 (a)(4)(c) & (d)
Fort Wayne National Corporation Director Rule 70 (a)(4)(c) & (d)
Fort Wayne, IN
J. T. Newton Bank One, Lexington NA Director 17 CFR Rule 250.70 (c) or (d)
Lexington, KY
Bank One, Kentucky Director 17 CFR Rule 250.70 (c) or (d)
Lexington, KY
J. H. Randolph PNC Bank OH, N.A. Director Reg. 250.70 (e)
Cincinnati, OH
PNC Bank Corporation Director Reg. 250.70 (e)
Pittsburgh, PA
R. G. Reherman National City Bank Director No interlocking
of Evansville authority required
Evansville, IN
J. H. Vipperman First Union Director No interlocking
Roanoke VA authority required
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ITEM 6. OFFICERS AND DIRECTORS (continued)
PART III. Disclosures for each System companies are as follows:
(1) Allegheny Power System, Inc. (APS), Allegheny
Power Service Corporation (APSC), Monongahela Power
Company (Monongahela and M), The Potomac Edison
Company (Potomac Edison and PE), West Penn Power
Company (West Penn and WP), and Allegheny Generating
Company (AGC) sections of the combined Annual Report
on Form 10-K for 1994 of APS, M, PE, WP, and AGC on
pages 18 through 28 and of the APS Proxy Statement on
pages 29 through 32. The executive officers of APS are
also executive officers of APSC and receive their
compensation from APSC as shown on page 11 and
together with the directors owned beneficially 68,522
shares of common stock of APS, and 55 shares of WP
4.50% preferred stock. APSC does not file a proxy
statement or Form 10-K.
(2) Allegheny Pittsburgh Coal Company, West Virginia
Power and Transmission Company, and
West Penn West Virginia Water Power Company
These companies do not file proxy statements or Form
10-K's. Their directors and executive officers do not
receive any compensation from these companies, but
receive compensation as employees of certain of the
companies as reported in (1) above, except for two
directors who together owned beneficially 10,011
shares of common stock of Allegheny Power System,
Inc., which are not included in the reporting for (1)
above.
(3) Ohio Valley Electric Corporation and
Indiana-Kentucky Electric Corporation
These companies do not file proxy statements or Form
10-K's. These companies are not wholly owned by
Allegheny Power System, Inc., or its subsidiaries (see
page 1 of this Form U5S) and none of their executive
officers are employees of the Allegheny Power System
companies. Except for two executive officers whose
compensation was $181,827, directors and executive
officers do not receive any compensation from these
companies. The compensation and interest in System
securities of directors who are employees of the
Allegheny Power System companies are reported in (1)
above.
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ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
ITEM ll. EXECUTIVE COMPENSATION
During 1994, and for 1993 and 1992, the annual compensation
paid by each of the System companies, APS, APSC, Monongahela, Potomac Edison,
West Penn, and AGC directly or indirectly for services in all capacities to
such companies to their Chief Executive Officer and each of the four most
highly paid executive officers of each such company whose cash compensation
exceeded $100,000 was as follows:
Summary Compensation Tables
APS
Annual Compensation (a)
Other All
Name Annual Other
and Compen- Compen-
Principal sation sation
Position Year Salary($) Bonus($)(b) ($)(c) ($)(d)(e)
<S> <C> <C> <C> <C> <C>
Klaus Bergman, 1994 485,004 120,000 91,458
Chief Executive 1993 460,008 90,000 46,889
Officer (f) 1992 445,008 80,000 13,529
Alan J. Noia, 1994 236,336 57,000 47,867
President (f)(g) 1993 212,500 37,000 20,107
1992 200,000 38,000 7,975
Stanley I. Garnett, II 1994 219,336 47,000 70,213
Senior Vice President (f) 1993 206,004 40,000 24,006
1992 195,600 35,000 7,939
Peter J. Skrgic 1994 213,336 50,000 57,253
Senior Vice President (f) 1993 185,004 38,000 (h) 18,678
1992 175,008 31,000 (h) 8,325
Nancy H. Gormley 1994 175,008 37,000 22,478
Vice President (f) 1993 162,504 28,000 15,446
1992 150,000 28,000 8,159
(a) APS has no paid employees. All salaries and bonuses are paid by
APSC.
(b) Incentive awards are based upon performance in the year in which
the figure appears but are paid in the second quarter of the
following year. The incentive award plan will be continued for
1995.
(c) Amounts constituting less than 10% of the total annual salary
and bonus are not disclosed. All officers did receive
miscellaneous other items amounting to less than 10%
of total annual salary and bonus.
(d) Effective January 1, 1992, the basic group life insurance
provided employees was reduced from two times salary during
employment, which reduced to one times salary after 5 years
in retirement, to a new plan which provides one times
salary until retirement and $25,000 thereafter. Executive
officers and other senior managers remain under the prior plan.
In order to pay for this insurance for these executives,
during 1992 insurance was purchased on the lives of each of them.
Effective January 1, 1993, APS started to provide funds to pay for
the future benefits due under the supplemental retirement plan
(Secured Benefit Plan) as described in note (a) on p. 60.
To do this, APS purchased, during 1993, life insurance
on the lives of the covered executives. The premium costs of
both the 1992 and 1993 policies plus a factor for the use of
the money are returned to APS at the earlier of (a) death of
the insured or (b) the later of age 65 or 10 years
from the date of the policy's inception. The figures in this
column include the present value of the executives'
cash value at retirement attributable to the current year's
premium payment (based upon the premium, future valued
to retirement, using the policy internal rate of return
minus the corporation's premium payment), as well as the premium
paid for the basic group life insurance program plan and the
contribution for the 401(k) plan. For 1994, the figure shown
includes amounts representing (a) the aggregate of life
insurance premiums and dollar value of the benefit to the
executive officer of the remainder of the premium paid on
the Group Life Insurance program and the Executive Life
Insurance and Secured Benefit Plans and (b) 401(k) contributions
as follows: Mr. Bergman $86,958 and
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ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
$4,500; Mr. Noia $43,367 and $4,500; Mr. Garnett $66,253 and
$3,960; and Mr. Skrgic $52,753 and $4,500;
Ms. Gormley $17,978 and $4,500, respectively.
(e) In 1994, the Boards of Directors of APS, APSC and the Operating
Subsidiaries implemented a Performance Share Plan (the "Plan")
for senior officers which was approved by the shareholders of
APS at the annual meeting in May 1994. The first Plan cycle
began on January 1, 1994 and will end on December 31, 1996.
After completion of that cycle, performance share awards or cash
may be granted if a participant has met his or her performance
criteria. Since the Plan cycle will not be complete until 1997,
no awards have been granted and the amount which any named
executive officer will receive has not yet been determined.
(f) See Executive Officers of the Registrants for other positions
held.
(g) Mr. Noia's compensation was paid by Potomac Edison through
August 31, 1994, after which time it was paid by APSC.
(h) Although less than 10% of total annual salary and bonus, Mr.
Skrgic received a $15,000 housing allowance
in 1993 and 1992.
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ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
Summary Compensation Tables
MONONGAHELA
Annual Compensation
Name All Other
and Compen-
Principal sation
Position Year Salary($) Bonus($)(a) ($)(b)(c)
Klaus Bergman, 1994
Chief Executive 1993
Officer (d) 1992
<S> <C> <C> <C> <C>
Benjamin H. Hayes, 1994 197,500 58,000 92,880(f)
President (e) 1993 189,996 35,000 19,668
1992 180,000 30,000 11,114
Thomas A. Barlow 1994 124,750 19,500 16,687
Vice President 1993 119,496 18,000 12,777
1992 113,247 16,000 7,145
Robert R. Winter 1994 126,000 20,000 35,404
Vice President 1993 119,502 18,000 19,529
1992 112,002 17,000 6,332
Richard E. Myers 1994 116,166 14,000 18,734
Comptroller 1993 110,121 11,000 17,246
1992 104,581 10,000 7,486
(a) Incentive awards are based upon performance in the year in which the figure appears but are paid in the
second quarter of the following year. The incentive award plan will be continued for 1995.
(b) Effective January 1, 1992, the basic group life insurance provided employees was reduced from two times
salary during employment, which reduced to one times salary after 5 years in retirement, to a new plan
which provides one times salary until retirement and $25,000 thereafter. Executive officers and other
senior managers remain under the prior plan. In order to pay for this insurance for these executives,
during 1992 insurance was purchased on the lives of each of them. Effective January 1, 1993, APS started
to provide funds to pay for the future benefits due under the supplemental retirement plan (Secured
Benefit Plan) as described in note (a) on p. 60. To do this, APS purchased, during 1993, life insurance
on the lives of the covered executives. The premium costs of both the 1992 and 1993 policies plus a
factor for the use of the money are returned to APS at the earlier of (a) death of the insured or (b) the
later of age 65 or 10 years from the date of the policy's inception. The figures in this column include
the present value of the executives' cash value at retirement attributable to the current year's premium
payment (based upon the premium, future valued to retirement, using the policy internal rate of return
minus the corporation's premium payment), as well as the premium paid for the basic group life insurance
program plan and the contribution for the 401(k) plan. For 1994, the figure shown includes amounts
representing (a) the aggregate of life insurance premiums on the Group Life Insurance program and the
Executive Life Insurance and Secured Benefit Plans and (b) 401(k) contributions as follows: Mr. Hayes
$47,798 and $4,500; Mr. Barlow $12,947 and $3,740; Mr. Winter $31,627 and $3,777; and Mr. Myers $15,251
and $3,483, respectively.
(c) In 1994, the Boards of Directors of APS, APSC and the Operating Subsidiaries implemented a Performance
Share Plan (the "Plan") for senior officers which was approved by the shareholders of APS at the annual
meeting in May 1994. The first Plan cycle began on January 1, 1994 and will end on December 31, 1996.
After completion of that cycle, performance share awards or cash may be granted if a participant has met
his or her performance criteria. Since the Plan cycle will not be complete until 1997, no awards have
been granted and the amount which any named executive officer will receive has not yet been determined.
(d) The total compensation Mr. Bergman received for services in all capacities to APS, APSC and the
Subsidiaries is set forth in the Summary Compensation Table for APS.
(e) Mr. Hayes retired effective January 1, 1995.
(f) Included in this amount is $40,500 representing accrued vacation for which he was paid.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
Summary Compensation Tables
POTOMAC EDISON
Annual Compensation
Name All Other
and Compen-
Principal sation
Position Year Salary($) Bonus($)(a) ($)(b)(c)
Klaus Bergman, 1994
Chief Executive 1993
Officer (d) 1992
Alan J. Noia, 1994
President (d)(e) 1993
1992
<S> <C> <C> <C> <C>
Robert B. Murdock 1994 139,500 21,500 36,983(g)
Vice President(f) 1993 135,000 21,000 12,936
1992 128,914 19,000 8,853
James D. Latimer 1994 136,871 22,500 15,171
Executive Vice President 1993 119,996 17,000 12,971
1992 111,666 15,000 7,625
Thomas J. Kloc 1994 117,000 14,500 13,736
Comptroller 1993 112,500 11,000 11,204
1992 107,004 10,000 5,366
(a) Incentive awards are based upon performance in the year in which the figure appears but are paid in the
second quarter of the following year. The incentive award plan will be continued for 1995.
(b) Effective January 1, 1992, the basic group life insurance provided employees was reduced from two times
salary during employment, which reduced to one times salary after 5 years in retirement, to a new plan
which provides one times salary until retirement and $25,000 thereafter. Executive officers and other
senior managers remain under the prior plan. In order to pay for this insurance for these executives,
during 1992 insurance was purchased on the lives of each of them. Effective January 1, 1993, APS started
to provide funds to pay for the future benefits due under the supplemental retirement plan (Secured
Benefit Plan) as described in note (a) on p. 60. To do this, APS purchased, during 1993, life insurance
on the lives of the covered executives. The premium costs of both the 1992 and 1993 policies plus a
factor for the use of the money are returned to APS at the earlier of (a) death of the insured or (b) the
later of age 65 or 10 years from the date of the policy's inception. The figures in this column include
the present value of the executives' cash value at retirement attributable to the current year's premium
payment (based upon the premium, future valued to retirement, using the policy internal rate of return
minus the corporation's premium payment), as well as the premium paid for the basic group life insurance
program plan and the contribution for the 401(k) plan. For 1994 the figure shown includes amounts
representing (a) the aggregate of life insurance premiums on the Group Life Insurance program and the
Executive Life Insurance and Secured Benefit Plans and (b) 401(k) contributions as follows: Mr. Murdock
$11,172 and $4,081; Mr. Latimer $11,205 and $3,966; and Mr. Kloc $10,226 and $3,510, respectively.
(c) In 1994, the Boards of Directors of APS, APSC and the Operating Subsidiaries implemented a Performance
Share Plan (the "Plan") for senior officers which was approved by the shareholders of APS at the annual
meeting in May 1994. The first Plan cycle began on January 1, 1994 and will end on December 31, 1996.
After completion of that cycle, performance share awards or cash may be granted if a participant has met
his or her performance criteria. Since the Plan cycle will not be complete until 1997, no awards have
been granted and the amount which any named executive officer will receive has not yet been determined.
(d) The total compensation Messrs. Bergman and Noia received for services in all capacities to APS, APSC and
the Subsidiaries is set forth in the Summary Compensation Table for APS.
(e) Mr. Noia's compensation was paid by Potomac Edison through August 31, 1994, after which time it was paid
by APSC. See note (d) above.
(f) Mr. Murdock retired effective January 1, 1995.
(g) Included in this amount is $21,730 representing accrued vacation for which he was paid.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
Summary Compensation Tables
WEST PENN
Annual Compensation
Name All Other
and Compen-
Principal sation
Position Year Salary($) Bonus($)(a) ($)(b)(c)
Klaus Bergman, 1994
Chief Executive 1993
Officer (d) 1992
<S> <C> <C> <C> <C>
Jay S. Pifer, 1994 189,996 39,000 50,630
President 1993 175,500 25,000 18,093
1992 156,495 28,000 9,870
Thomas K. Henderson, 1994 129,164 20,000 29,223
Vice President 1993 124,004 19,000 17,570
1992 117,838 17,000 6,887
Charles S. Ault, 1994 122,000 18,500 20,249
Vice President 1993 114,419 16,000 12,673
1992 107,129 15,000 6,764
Charles V. Burkley, 1994 118,083 14,500 15,691
Comptroller 1993 112,996 11,000 10,544
1992 106,913 10,000 6,748
(a) Incentive awards are based upon performance in the year in which the figure appears but are paid in the
second quarter of the following year. The incentive award plan will be continued for 1995.
(b) Effective January 1, 1992, the basic group life insurance provided employees was reduced from two times
salary during employment, which reduced to one times salary after 5 years in retirement, to a new plan
which provides one times salary until retirement and $25,000 thereafter. Executive officers and other
senior managers remain under the prior plan. In order to pay for this insurance for these executives,
during 1992 insurance was purchased on the lives of each of them. Effective January 1, 1993, APS started
to provide funds to pay for the future benefits due under the supplemental retirement plan (Secured
Benefit Plan) as described in note (a) on p. 60. To do this, APS purchased, during 1993, life insurance
on the lives of the covered executives. The premium costs of both the 1992 and 1993 policies plus a
factor for the use of the money are returned to APS at the earlier of (a) death of the insured or (b) the
later of age 65 or 10 years from the date of the policy's inception. The figures in this column include
the present value of the executives' cash value at retirement attributable to the current year's premium
payment (based upon the premium, future valued to retirement, using the policy internal rate of return
minus the corporation's premium payment), as well as the premium paid for the basic group life insurance
program plan and the contribution for the 401(k) plan. For 1994 the figure shown includes amounts
representing (a) the aggregate of life insurance premiums on the Group Life Insurance program and the
Executive Life Insurance and Secured Benefit Plans and (b) 401(k) contributions as follows: Mr. Pifer
$46,130 and $4,500; Mr. Henderson $25,348 and $3,875; Mr. Ault $16,589 and $3,660; and Mr. Burkley $12,149
and $3,542, respectively.
(c) In 1994, the Boards of Directors of APS, APSC and the Operating Subsidiaries implemented a Performance
Share Plan (the "Plan") for senior officers which was approved by the shareholders of APS at the annual
meeting in May 1994. The first Plan cycle began on January 1, 1994 and will end on December 31, 1996.
After completion of that cycle, performance share awards or cash may be granted if a participant has met
his or her performance criteria. Since the Plan cycle will not be complete until 1997, no awards have
been granted and the amount which any named executive officer will receive has not yet been determined.
(d) The total compensation Mr. Bergman received for services in all capacities to APS, APSC and the
Subsidiaries is set forth in the Summary Compensation Table for APS.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
Summary Compensation Tables
AGC
Annual Compensation (a)
Name All Other
and Compen-
Principal sation
Position Year Salary($) Bonus($) ($)
<S> <C>
(a) AGC has no paid employees.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE
Estimated
Name and Capacities Annual Benefits
Company in Which Served on Retirement (a)
APS (b)
<S> <C>
Klaus Bergman, $242,000
Chairman of the Board and
Chief Executive Officer (c)
Alan J. Noia, President 183,000
and Chief Operating
Officer * (c)
Stanley I. Garnett, II, 125,000
Senior Vice President,
Finance (c)
Peter J. Skrgic, 143,000
Senior Vice President (c)
Nancy H. Gormley, 95,900
Vice President (c)(d)
Monongahela
Klaus Bergman, $
Chief Executive Officer (c)(e)
Benjamin H. Hayes, 102,500
President (f)
Thomas A. Barlow, 72,700
Vice President (d)
Robert R. Winter, 74,000
Vice President (c)
Richard E. Myers, 70,000
Comptroller
* Elected President and Chief Operating Officer effective
September 1, 1994.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
Estimated
Name and Capacities Annual Benefits
Company in Which Served on Retirement (a)
Potomac Edison
Klaus Bergman, $
Chief Executive Officer (c)(e)
Alan J. Noia,
President (c)(e)
<S> <C>
Robert B. Murdock, 70,500
Vice President (f)
James D. Latimer, 90,500
Executive Vice President
Thomas J. Kloc, 72,000
Comptroller
West Penn
Klaus Bergman, $
Chief Executive Officer (c)(e)
Jay S. Pifer, 76,500
President (c)
Thomas K. Henderson, 68,000
Vice President (c)
Charles S. Ault, 77,000
Vice President
Charles V. Burkley, 71,800
Comptroller (d)
Allegheny
Generating Company
No paid employees.
</TABLE>
<PAGE>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
(a) Assumes present insured benefit plan and salary continue and
retirement at age 65 with single life annuity. Under plan
provisions, the annual rate of benefits payable at the
normal retirement age of 65 are computed by adding (i)
1% of final average pay up to covered compensation times years of
service up to 35 years, plus (ii) 1.5% of final average pay in
excess of covered compensation times years of service up to
35 years, plus (iii) 1.3% of final average pay times years
of service in excess of 35 years. Covered compensation is
the average of the maximum taxable Social Security wage
bases during the 35 years preceding the member's retirement,
except that years before 1959 are not taken into account for
purposes of this average. The final average pay benefit is based
on the member's average total earnings during the highest-paid 60
consecutive calendar months or, if smaller, the member's highest
rate of pay as of any July 1st. Effective July 1, 1994 the maximum
amount of any employee's compensation that may be used in these
computations was decreased to $150,000. Benefits for employees
retiring between 55 and 62 differ from the foregoing.
Pursuant to a supplemental plan (Secured Benefit Plan), senior
executives of Allegheny Power System companies who retire at
age 60 or over with 40 or more years of service are entitled to a
supplemental retirement benefit in an amount that, together with
the benefits under the basic plan and from other employment,
will equal 60% of the executive's highest average monthly earnings
for any 36 consecutive months. The supplemental benefit is
reduced for less than 40 years service and for retirement age from
60 to 55. It is included in the amounts shown where applicable.
In order to provide funds to pay such benefits, effective
January 1, 1993 the Company purchased insurance on the lives of the
plan participants. The Secured Benefit Plan has been designed
that if the assumptions made as to mortality experience, policy
dividends, and other factors are realized, the Company will
recover all premium payments, plus a factor for the use of the
Company's money. The amount of the premiums for this insurance
required to be deemed "compensation" by the Securities and Exchange
Commission is described and included in the "All Other
Compensation" column on pages 53-57. All executive officers are
participants in the Secured Benefit Plan. This does not include
benefits from an Employee Stock Ownership and Savings Plan
(ESOSP) established as a non-contributory stock ownership plan
for all eligible employees effective January 1, 1976, and amended
in 1984 to include a savings program. Under the ESOSP for 1994,
all eligible employees may elect to have from 2% to 7% of their
compensation contributed to the Plan as pre-tax contributions and
an additional 1% to 6% as post-tax contributions. Employees
direct the investment of these contributions into one or more
available funds. Each System company matches 50% of the pre-tax
contributions up to 6% of compensation with common stock of
Allegheny Power System, Inc. Effective January 1, 1994 the maximum
amount of any employee's compensation that may be used in these
computations was decreased to $150,000. Employees' interests in
the ESOSP vest immediately. Their pre-tax contributions may be
withdrawn only upon meeting certain financial hardship
requirements or upon termination of employment.
(b) APS has no paid employees. These executives are employees of APSC.
(c) See Executive Officers of the Registrants for other positions held.
(d) Mrs. Gormley, Mr. Barlow and Mr. Burkley have elected to retire in
1995. The actual pension amounts which they will receive are
set forth in the table.
(e) The total estimated annual benefits on retirement payable to
Messrs. Bergman and Noia for services in all capacities to APS,
APSC and the Subsidiaries is set forth in the table for APS.
(f) Mr. Hayes and Mr. Murdock retired effective January 1, 1995.
The actual pension amounts which they are receiving are set forth
in the table.
<PAGE>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
Employment Contracts
In February 1995, APS entered into employment contracts with
certain of the APS System executive officers (Agreements). Each
Agreement sets forth (i) the severance benefits that will be
provided to the employee in the event the employee is terminated
subsequent to a Change in Control of APS (as defined in the
Agreements), and (ii) the employee's obligation to continue his or
her employment after the occurrence of certain circumstances that
could lead to a Change in Control. The Agreements provide
generally that unless employment is terminated by APS for Cause,
Disability or Retirement or by the employee for Good Reason (each
as defined in the Agreements), severance benefits will consist of a
cash payment equal to 2.99 times the employee's annualized
compensation together with APS maintaining existing benefits for
the employee and the employee's dependents for a period of three
years. Each Agreement initially expires on December 31, 1997 but
will be automatically extended for one year periods thereafter
unless either APS or the employee gives notice otherwise.
Notwithstanding the delivery of such notice, the Agreements will
continue in effect for twenty-four months after a Change in
Control.
Compensation of Directors
In 1994, APS directors who were not officers or employees of
System companies received for all services to System companies (a)
$16,000 in retainer fees, (b) $800 for each committee meeting
attended, except Executive Committee meetings which are $200, and
(c) $250 for each Board meeting of each company attended. Under an
unfunded deferred compensation plan, a director may elect to defer
receipt of all or part of his or her director's fees for succeeding
calendar years to be payable with accumulated interest when the
director ceases to be such, in equal annual installments,
or, upon authorization by the Board of Directors, in a lump sum.
Effective January 1, 1995, in addition to the fees mentioned
above, the Chairperson of each of the Audit, Finance, Management
Review, and New Business Committees will receive a further fee of
$4,000 per year, and the retainer fee paid outside directors will
be increased by 200 shares of APS common stock pursuant to the
Restricted Stock Plan for Outside Directors which was adopted,
subject to SEC approval, effective January 1, 1995. Also adopted
effective January 1, 1995 was a Directors' Retirement Plan which
will provide an annual pension equal to the retainer fee paid to
the outside director at the time of his or her retirement, provided
the director has at least five (5) years of service and, except
under special circumstances described in the Plan, serves until age
65.
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1994 Form 10-K)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The table below shows the number of shares of APS common stock that are beneficially owned, directly
or indirectly, by each director and named executive officer of APS, Monongahela, Potomac Edison, West Penn, and
AGC and by all directors and executive officers of each such company as a group as of January 13, 1995. To the
best of the knowledge of APS, there is no person who is a beneficial owner of more than 5% of the voting
securities of APS.
Executive Shares of
Officer or APS Percent
Name Director of Common Stock of Class
<S> <C> <C> <C>
Charles S. Ault WP 4,562 Less than .01%
Thomas A. Barlow MP 7,205 "
Eleanor Baum APS,MP,PE,WP 2,000 "
William L. Bennett APS,MP,PE,WP 2,453 "
Klaus Bergman APS,MP,PE,WP,AGC 10,463 "
Charles V. Burkley WP 2,469 "
Stanley I. Garnett, II APS,MP,PE,WP,AGC 4,390 "
Nancy H. Gormley APS, MP 5,604 "
Benjamin H. Hayes MP 5,697 "
Thomas K. Henderson MP,PE,WP 4,095 "
Wendell F. Holland APS,MP,PE,WP 140 "
Kenneth M. Jones APS,AGC 4,520 "
Thomas J. Kloc PE,AGC 3,210 "
James D. Latimer PE 5,324 "
Phillip E. Lint APS,MP,PE,WP 600 "
Edward H. Malone APS,MP,PE,WP 1,468 "
Frank A. Metz, Jr. APS,MP,PE,WP 1,936 "
Robert B. Murdock PE 6,530 "
Richard E. Myers MP 4,367 "
Alan J. Noia APS,MP,PE,WP,AGC 11,202 "
Jay S. Pifer MP,PE,WP 7,856 "
Steven H. Rice APS,MP,PE,WP 2,148 "
Gunnar E. Sarsten APS,MP,PE,WP 5,000 "
Peter L. Shea APS,MP,PE,WP 1,400 "
Peter J. Skrgic APS,MP,PE,WP,AGC 5,633 "
Robert R. Winter MP,PE 3,410 "
All directors and executive officers
of APS as a group (18 persons) 68,522 Less than .075%
All directors and executive officers
of MP as a group (22 persons) 92,644
All directors and executive officers
of PE as a group (21 persons) 88,664
All directors and executive officers
of WP as a group (18 persons) 70,175
All directors and executive officers
of AGC as a group (8 persons) 44,994
All of the shares of common stock of Monongahela (5,891,000), Potomac Edison (22,385,000), and West Penn
(24,361,586) are owned by APS. All of the common stock of AGC is owned by Monongahela (270 shares), Potomac
Edison (280 shares), and West Penn (450 shares).
</TABLE>
<PAGE>
ITEM 6. Part III (Continued)
(1) APS, AGC, MP, PE, WPP
(from 1995 Proxy Statement)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For APS and the Subsidiaries, none.
MANAGEMENT REVIEW COMMITTEE REPORT
GENERAL
The compensation program for executive officers of the Company
and its subsidiaries is directed by the Management Review
Committee of the Company's Board of Directors. The Committee
recommends the annual compensation program for each year to the
Board of Directors of the Company and of each subsidiary for its
approval.
The executive compensation program is intended to meet three
objectives:
Create a strong link between executive compensation and
total return to stockholders, reliable and economical
service to customers which assures customer satisfaction,
environmental stewardship, and System financial stability,
integrity, and overall performance.
Offer compensation opportunities that are competitive with
the median level of opportunity in the marketplace, at
expected levels of performance.
Ensure internal compensation equity - maintaining a
reasonable relationship between compensation and the
duties and responsibilities of each executive position.
EXECUTIVE COMPENSATION PROGRAM
The Company's executive compensation program has three
components: salary, short-term and long-term incentive awards.
The Company's executive compensation is both market- and
performance-based. The Committee believes that it is necessary to
use both market- and performance-based compensation to meet the
challenges of intensifying competitive, economic and regulatory
pressures.
To ensure that the System's salary structure and total
compensation continue to be competitive, they are compared each
year through an annual compensation survey with those of
comparable electric utilities - over 30 companies in recent years.
<PAGE>
The survey companies are either similar in type and size to
Allegheny, contiguous to its geographic territory, or have a
similar fuel mix.
In 1994, over 80% of these survey companies are included in
the Dow Jones Electric Index to which the Company's performance is
compared on page 11 of this proxy statement. This comparison,
conducted by a national compensation consulting firm, involves
matching System positions, including the Chairman and Chief
Executive Officer (CEO), with those in the survey companies that
have comparable duties and responsibilities. For 1994, the survey
indicated that the System's executive salary structure was
slightly below the median. As in prior years, this survey data
became the basis for the consulting firm's recommendations as to
salary structure position placement and total compensation, and
1994 base salary ranges for each position in line with the survey
average for comparable positions.
Base salary:
The base salaries of all executive officers, including the
CEO, are reviewed annually by the Committee, which makes
recommendations to the Boards of Directors. In recommending base
salary levels, the Committee gives most weight to the performance
of each executive. The Committee receives a report from the CEO
including (a) the performance rating of each executive (other than
himself) based on that executive's position-specific
responsibilities and performance evaluation by his or her
supervisor and (b) a specific salary recommendation for each. In
determining its recommendations to the Boards, the Committee also
takes into consideration operating performance, including such
factors as safety, efficiency, and customer satisfaction, and
financial results, including such things as total returns,
earnings per share, quality of earnings, dividends paid and
dividend payout ratio.
Annual Performance Incentive Plan:
The Allegheny Power System Annual Performance Incentive Plan
(the Incentive Plan) is designed to supplement base salaries and
provide cash incentive compensation opportunities to motivate and
reward individual performance relative to overall System
performance of, as well as to attract and retain, a senior group
of managers of Allegheny Power System, including executive
officers selected by the Management Review Committee. The
Incentive Plan provides for establishment of individual incentive
awards based on meeting specific predetermined performance
targets. The performance targets are based on net income available
to common shareholders, achieved shareholder return, and overall
corporate financial results (changes in earnings per share,
quality of earnings, dividends paid per share and dividend payout
ratio) as well as System operating results, quality and cost of
<PAGE>
service to customers and System performance. In addition, personal
performance goals as to operating factors such as efficiency and
safety are set on a position-specific basis for participants.
Specific operating, management, or financial areas to be
emphasized, as well as performance targets, are determined each
year by the Committee with the recommendations of the CEO. If the
performance targets are not met, no awards are paid. The target
awards under the Plan are a percent of base compensation
determined by the Committee, and participants may earn up to 11/4
times the target award. For the CEO and other named officers for
the 1994 Plan the targets were 25% and 20% of 1994 base
compensation, respectively. Targets for other participants were
20% or less. Incentive Plan awards earned are paid in the year
after the year for which they are earned. Awards earned for
performance in 1992, 1993 and 1994 are set forth in the Summary
Compensation Table for those years under the column "Incentive
Award" for the individuals named therein.
Performance Share Plan:
The Allegheny Power System Performance Share Plan (the
Performance Plan), as approved by the stockholders at the May 1994
annual meeting, is designed as an aid in attracting and retaining
individuals of outstanding ability and in rewarding them for the
continued profitable management of, and continued provision of
economical and reliable service to customers by, the Company and
its subsidiaries. Nine executive officers of the Company were
selected by the Management Review Committee to participate in
Cycle I of the Performance Plan. The Performance Plan provides for
the establishment of corporate incentive awards based on meeting
specific stockholder and customer performance rankings (total
stockholder return ranking in the Dow Jones Electric Utility Index
and cost of customer service versus nine other utilities).
The first cycle of the Performance Plan is based on three
years, the first being the period 1994-1996. The target awards
under the Plan for Messrs. Bergman, Noia, Garnett, Skrgic, and
Pifer, are a flat dollar amount ranging from $55,000 to $170,000
for the CEO. Targets for the other four participants are less.
Awards will be determined in 1997 after the completion of the
first cycle and determination of the actual stockholder and
customer rankings. The actual awards will be paid in Company stock
and can range from 0% to 200% of target. The second cycle became
effective January 1, 1995 and will be for the period 1995-1997.
_______________
For the CEO, the Management Review Committee develops salary
and incentive award recommendations for the Board's consideration.
The base salary recommendation was based upon the Committee's
evaluation of the CEO's performance of his responsibilities in the
<PAGE>
context of the Company's overall performance, including the
factors described in the next sentence and the quality and cost of
service rendered to its customers. The incentive award
recommendation was based on 1994 corporate results, including
changes in earnings per share, quality of earnings, dividends paid
per share, and dividend payout ratio; total shareholder return, as
well as the relative ranking of such return versus that of other
electric utilities; overall quality and cost of service rendered
to customers; and System operating performance. Mr. Bergman's 1994
total compensation reflected the Committee's evaluation of his
performance and the described 1994 overall results.
The executive compensation program, which is annually reviewed
by the Committee and the Board, is intended to reward the
individual performance of each executive relative to the overall
performance of the Company, the service provided to customers, and
its cost. The program is further intended to provide competitive
compensation to help the Company attract, motivate, and retain the
executives needed to ensure continued stockholder return and
reliable and economical electric service to customers.
Section 162(m) of the Internal Revenue Code generally limits
to $1 million the corporate deduction for compensation paid to
executive officers named in the proxy statement, unless certain
requirements are met. This Committee has carefully considered the
effect of this tax code provision on the current executive
compensation program. At this time, Allegheny's deduction for
officer compensation is not limited by the provisions of Section
162(m). The Committee intends to take such actions with respect to
the executive compensation program, if necessary, to preserve the
corporate tax deduction for executive compensation paid.
No current member of the Management Review Committee is or
ever was an employee of the Company or any of its subsidiaries.
Frank A. Metz, Jr., Chairman
Eleanor Baum
Steven H. Rice
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
None
<PAGE>
<TABLE>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Calendar Year 1994
Part I. Between System Companies
In Effect
Date of on Dec. 31
Transaction Serving Company Receiving Company Compensation Contract (Yes or No)
<S> <C> <C> <C> <C> <C>
Operating, maintenance, accounting, Monongahela Power Company The Potomac Edison Company $188,371 5/29/73 Yes
supervisory, and other adminis- effective
trative or other services 5/31/74
West Penn Power Company has an Operational Service Contract with The Potomac Edison Company (effective 12/23/77) for which the
compensation was less than $100,000 in 1994.
West Penn Power Company tests meters for The Potomac Edison Company. The compensation for this service was $73,097 in 1994.
Part II. Between System Companies and others
In effect
Date of on Dec.31
Transaction Serving Company Receiving Company Compensation Contract (Yes or No
Engineering, drafting and other American Electric Power Ohio Valley Electric $1,238,355 12/27/56 Yes
technical and administrative Service Corporation Corporation
Engineering, drafting and other American Electric Power Indiana-Kentucky $3,817,379 12/27/56 Yes
technical and administrative Service Corporation Electric Corporation
Maintenance Services Appalachian Power Ohio Valley Electric $ 453,114 1/1/79 Yes
Company Corporation
Ohio Valley Electric Corporation has a Maintenance Service Contract (effective
7/10/69) with Cincinnati Gas & Electric Company, Indiana-Kentucky Electric
Corporation has an Operational Service Contract (effective 6/28/55) with
Indiana Michigan Power Company and (effective 1/1/79) with Appalachian Power
Company. The compensation for each of these contracts was less than $100,000
in 1994.
Part III.
None.
</TABLE>
<PAGE>
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Financial statements are filed as listed on Page A of Appendix
1.
EXHIBITS
EXHIBIT A. Financial Statements incorporated herein by
reference are as follows:
The financial statements of Allegheny Power System, Inc. and
its subsidiaries, and of Monongahela Power Company, The Potomac
Edison Company, West Penn Power Company and its subsidiaries,
and Allegheny Generating Company, listed under ITEM 8 of their
combined Annual Report on Form 10-K for the year ended December
31, 1994, together with the reports of Price Waterhouse LLP
with respect thereto, all dated February 2, 1995 are
incorporated in this Annual Report by reference to such Annual
Reports on Form 10-K.
*******************************************
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the foregoing incorporation by reference
in this Annual Report on Form U5S of our reports which apply to
the financial statements and schedules in the above-mentioned
Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
February 2, 1995
EXHIBIT B. Constituent instruments defining the rights of
holders of equity securities of system companies
are incorporated herein by reference as listed on
pages F-1 and F-2 of Appendix 2.
EXHIBIT C. Constituent instruments defining the rights of
holders of debt securities of System companies are
incorporated herein by reference as listed on pages
F-3 and F-4 of Appendix 2.
EXHIBIT D. Tax Allocation Agreement, dated June 13, 1963, as
amended November 3, 1993 and further amended
December 1, 1994, is filed as Exhibit D.
<PAGE>
EXHIBIT E. None
EXHIBIT F. None
SIGNATURE
The undersigned system company has duly caused this
annual report to be signed on its behalf by the undersigned
thereunto duly authorized pursuant to the requirements of the
Public Utility Holding Company Act of 1935.
ALLEGHENY POWER SYSTEM, INC.
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel for Allegheny Power System, Inc.
Dated: April 28, 1995
<PAGE>
APPENDIX 1
CONSOLIDATING AND OTHER FINANCIAL STATEMENTS
(See Index on Page A)
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
INDEX TO APPENDIX 1--CONSOLIDATING AND OTHER FINANCIAL STATEMENTS
Consolidating Statements Other Statements
Allegheny Power West Penn
System, Inc. Power Company Indiana-Kentucky Ohio Valley
and Subsidiary and Subsidiary Electric Electric
Companies Companies Corporation Corporation
Balance Sheets -
<S> <C> <C> <C> <C>
December 31, 1994 A-1, 2 B-1, 2 C-1 C-4
Statements of Income -
Year ended December 31, 1994 A-3 B-3 C-2 C-5
Statements of Retained Earnings
and Other Paid-in Capital -
Year ended December 31, 1994 A-4 B-4 - -
Statements of Cash Flows
Year ended December 31, 1994 A-5 B-5 C-3 C-6
Long-Term Debt of Subsidiaries -
December 31, 1994 A-6, 7, 8 - - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1994
(000's)
ASSETS APS APSC MP PE WPP Subtotal
(See page B-1)
Property, plant and equipment:
<S> <C> <C> <C> <C> <C> <C>
At original cost - 2,320 1,763,533 1,978,396 3,013,777 6,758,026
Accumulated depreciation - (684) (701,271) (673,853) (1,009,565) (2,385,373)
Investments and other assets:
Securities of subsidiaries consolidated:
Common stock, at equity 2,109,371 - - - - 2,109,371
Excess of cost over book equity at acquisition 15,077 - - - - 15,077
Investment in APC:
Common stock, at equity - - (2,985) (2,986) (5,970) (11,941)
Advances - - 3,495 3,617 7,061 14,173
AGC - common stock, at equity - - 60,137 62,364 100,228 222,729
Securities of associated company 1,250 - - - - 1,250
Other 35,584 10 - 307 383 36,284
Current assets:
Cash and temporary cash investments 15 59 132 2,195 345 2,746
Accounts receivable:
Electric service - - 64,543 69,890 127,287 261,720
Allowance for uncollectible accounts - - (1,911) (1,175) (8,267) (11,353)
Affiliated and other 53 7,071 9,481 2,403 11,862 30,870
Notes receivable from affiliates 1,747 - - 1,900 1,000 4,647
Materials and supplies - at average cost:
Operating and construction - - 24,563 27,800 39,922 92,285
Fuel - - 23,678 22,316 38,205 84,199
Deferred power costs - - 1,852 3,673 (1,082) 4,443
Prepaid taxes 1 - 17,599 13,168 11,100 41,868
Other 78 - 5,328 1,327 15,045 21,778
Deferred charges:
Regulatory assets - - 186,109 88,760 364,473 639,342
Unamortized loss on reacquired debt - - 11,500 8,344 10,494 30,338
Other 8 2,323 10,700 21,089 15,560 49,680
Total assets 2,163,184 11,099 1,476,483 1,629,535 2,731,858 8,012,159
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1994
(000's) APS Inc.
Combined Eliminations, Consolidated
ASSETS Subtotal APC AGC Totals etc. Totals
Property, plant and equipment:
<S> <C> <C> <C> <C> <C> <C>
At original cost 6,758,026 4,040 824,714 7,586,780 - 7,586,780
Accumulated depreciation (2,385,373) (16)(143,965) (2,529,354) - (2,529,354)
Investments and other assets:
Securities of subsidiaries consolidated:
Common stock, at equity 2,109,371 - - 2,109,371 (2,109,371)(1) -
Excess of cost over book equity at acquisition 15,077 - - 15,077 - 15,077
Investment in APC:
Common stock, at equity (11,941) - - (11,941) 11,941 (1) -
Advances 14,173 - - 14,173 (14,173)(2) -
AGC - common stock, at equity 222,729 - - 222,729 (222,729)(1) -
Securities of associated company 1,250 - - 1,250 - 1,250
Other 36,284 - - 36,284 - 36,284
Current assets:
Cash and temporary cash investments 2,746 6 45 2,797 (32)(3) 2,765
Accounts receivable:
Electric service 261,720 - - 261,720 - 261,720
Allowance for uncollectible accounts (11,353) - - (11,353) - (11,353)
(5) (2)
Affiliated and other 30,870 - 1,516 32,386 (24,206) (3 8,175
Notes receivable from affiliates 4,647 - - 4,647 (4,647)(2) -
Materials and supplies - at average cost:
Operating and construction 92,285 - 2,193 94,478 - 94,478
Fuel 84,199 - - 84,199 - 84,199
Deferred power costs 4,443 - - 4,443 - 4,443
Prepaid taxes 41,868 - 2,012 43,880 - 43,880
Other 21,778 - 225 22,003 (2,716)(11 19,287
Deferred charges:
Regulatory assets 639,342 - 4,449 643,791 - 643,791
Unamortized loss on reacquired debt 30,338 - 10,653 40,991 - 40,991
Other 49,680 - 12,394 62,074 (2,262)(11 59,812
Total assets 8,012,159 4,030 714,236 8,730,425 (2,368,200) 6,362,225
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1994
(000's)
CAPITALIZATION AND LIABILITIES APS APSC MP PE WPP Subtotal
(see page B-2)
Capitalization:
<S> <C> <C> <C> <C> <C> <C>
Common stock of Allegheny Power System, Inc 149,116 - - - - 149,116
Common stock of affiliate consolidated - - - - - -
Common stock of subsidiaries consolidated - 50 294,550 447,700 465,994 1,208,294
Other paid-in capital 963,269 - 2,517 2,724 55,687 1,024,197
Retained earnings 946,919 - 198,626 207,722 433,801 1,787,068
Preferred stock of subsidiaries:
Not subject to mandatory redemption - - 114,000 36,378 149,708 300,086
Subject to mandatory redemption - - - 25,200 - 25,200
Long-term debt (see pages A-6, A-7, A-8) - - 470,131 604,749 836,426 1,911,306
Notes and advances payable to affiliates - - - - - -
Current liabilities:
Short-term debt 90,249 - 36,569 - - 126,818
Long-term debt and preferred stock
due within one year - - 1,200 27,000 28,200
Notes payable to affiliates - - 2,900 - - 2,900
Accounts payable to affiliates 109 4 6,021 10,485 6,477 23,096
Accounts payable - others 12,553 2,560 31,871 37,126 107,792 191,902
Taxes accrued:
Federal and state income - 927 119 3,565 9,217 13,828
Other - 45 20,193 11,874 20,637 52,749
Interest accrued:
Affiliate - - - - - -
Other 581 - 10,927 9,195 16,475 37,178
Other 95 6,310 16,455 17,399 24,028 64,287
Deferred credits and other liabilities:
Unamortized investment credit - - 24,734 28,041 52,946 105,721
Deferred income taxes - - 216,264 149,299 471,515 837,078
Regulatory liabilities - - 19,974 16,957 39,881 76,812
Other 293 1,203 10,632 19,921 14,274 46,323
Total capitalization and liabilities 2,163,184 11,099 1,476,483 1,629,535 2,731,858 8,012,159
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1994
(000's)
APS Inc.
Combined Eliminations, Consolidated
CAPITALIZATION AND LIABILITIES Subtotal APC AGC Totals etc. Totals
Capitalization:
<S> <C> <C> <C> <C> <C> <C>
Common stock of Allegheny Power System, Inc. 149,116 - - 149,116 - 149,116
Common stock of affiliate consolidated - 1 1 2 (2)(1) -
Common stock of subsidiaries consolidated 1,208,294 - - 1,208,294 (1,208,294)(1) -
Other paid-in capital 1,024,197 555 209,999 1,234,751 (271,482)(1) 963,269
Retained earnings 1,787,068 (12,497) 12,729 1,787,300 (840,381)(1) 946,919
Preferred stock of subsidiaries:
Not subject to mandatory redemption 300,086 - - 300,086 - 300,086
Subject to mandatory redemption 25,200 - - 25,200 - 25,200
Long-term debt (see pages A-6, A-7, A-8) 1,911,306 - 267,166 2,178,472 - 2,178,472
Notes and advances payable to affiliates - 14,173 - 14,173 (14,173)(2) -
Current liabilities:
Short-term debt 126,818 1,747 - 128,565 (1,747)(2) 126,818
Long-term debt and preferred stock
due within one year 28,200 - 1,000 29,200 - 29,200
Notes payable to affiliates 2,900 - - 2,900 (2,900)(2) -
Accounts payable to affiliates 23,096 1 12 23,109 (23,109)(3) -
Accounts payable - others 191,902 - 36 191,938 (1,129)(3) 190,809
Taxes accrued:
Federal and state income 13,828 45 - 13,873 - 13,873
Other 52,749 - 33 52,782 - 52,782
Interest accrued:
Affiliate - 5 - 5 (5)(2) -
Other 37,178 - 4,900 42,078 - 42,078
Other 64,287 - 502 64,789 (2,716)(11) 62,073
Deferred credits and other liabilities:
Unamortized investment credit 105,721 - 52,297 158,018 - 158,018
Deferred income taxes 837,078 - 137,297 974,375 (2,262)(11) 972,113
Regulatory liabilities 76,812 - 28,264 105,076 - 105,076
Other 46,323 - - 46,323 - 46,323
Total capitalization and liabilities 8,012,159 4,030 714,236 8,730,425 (2,368,200) 6,362,225
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 1994
(000's)
APS APSC MP PE WPP Subtotal
Electric operating revenues: (see page B-3)
<S> <C> <C> <C> <C> <C> <C>
Residential - - 190,860 296,089 376,776 863,725
Commercial - - 116,201 135,937 207,165 459,303
Industrial - - 202,181 195,089 330,739 728,009
Nonaffiliated utilities - - 79,701 107,027 144,829 331,557
Affiliated companies - 95,990 79,673 2,717 37,914 216,294
Other - - 11,513 22,506 30,819 64,838
Total operating revenues - 95,990 680,129 759,365 1,128,242 2,663,726
Operating expenses:
Operation:
Fuel - - 150,088 145,045 252,108 547,241
Purchased power and exchanges, net - - 161,839 217,137 247,194 626,170
Deferred power costs, net - - 7,604 1,321 2,880 11,805
Other 177 91,096 74,907 85,024 145,781 396,985
Maintenance - 1,171 69,389 58,624 111,841 241,025
Depreciation - 155 57,952 59,989 88,935 207,031
Taxes other than income taxes - 3,469 40,404 46,740 87,224 177,837
Federal and state income taxes - 64 30,712 33,163 50,385 114,324
Total operating expenses 177 95,955 592,895 647,043 986,348 2,322,418
Operating income (177) 35 87,234 112,322 141,894 341,308
Other income and deductions:
Allowance for other than borrowed funds used
during construction - - 1,566 3,671 6,729 11,966
Asset write-off, net - - (92) (67) (5,179) (5,338)
Other, net 266,434 7 8,003 10,310 13,797 298,551
Total other income and deductions 266,434 7 9,477 13,914 15,347 305,179
Income before interest charges and
preferred dividends 266,257 42 96,711 126,236 157,241 646,487
Interest charges and preferred dividends:
Interest on long-term debt - - 35,186 44,705 58,102 137,993
Other interest 3,060 42 2,969 1,750 2,172 9,993
Allowance for borrowed funds used during construction - - (1,379) (2,203) (4,048) (7,630)
Dividends on preferred stock of subsidiaries - - - - - -
Total interest charges and preferred dividends 3,060 42 36,776 44,252 56,226 140,356
Income before cumulative effect of
accounting change 263,197 - 59,935 81,984 101,015 506,131
Cumulative effect of accounting change, net 7,945 16,470 19,031 43,446
Net income 263,197 - 67,880 98,454 120,046 549,577
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 1994
(000's) APS Inc.
Combined Eliminations, Consolidated
Subtotal APC AGC Totals etc. Totals
Electric operating revenues:
<S> <C> <C> <C> <C> <C> <C>
Residential 863,725 - - 863,725 - 863,725
Commercial 459,303 - - 459,303 - 459,303
Industrial 728,009 - - 728,009 - 728,009
Nonaffiliated utilities 331,557 - - 331,557 - 331,557
Affiliated companies 216,294 - 84,853 301,147 (205,157)(4) -
(95,990)(5)
Other 64,838 - 6,169 71,007 (1,917)(4) 69,090
Total operating revenues 2,663,726 - 91,022 2,754,748 (303,064) 2,451,684
Operating expenses:
Operation:
Fuel 547,241 - - 547,241 - 547,241
Purchased power and exchanges, net 626,170 - - 626,170 (185,290)(4) 440,880
Deferred power costs, net 11,805 - - 11,805 - 11,805
Other 396,985 - 4,636 401,621 (21,784)(4) 285,010
(94,827)(5)
Maintenance 241,025 - 2,059 243,084 (1,171)(5) 241,913
Depreciation 207,031 - 16,852 223,883 - 223,883
Taxes other than income taxes 177,837 - 5,223 183,060 - 183,060
Federal and state income taxes 114,324 14,737 129,061 690 (8) 129,751
Total operating expenses 2,322,418 - 43,507 2,365,925 (302,382) 2,063,543
Operating income 341,308 - 47,515 388,823 (682) 388,141
Other income and deductions:
Allowance for other than borrowed funds used
during construction 11,966 - - 11,966 - 11,966
Asset write-off, net (5,338) (5,338) (5,338)
690 (8)
(60,198)(1)
(8)(5)
(78)(6)
Other, net 298,551 (263) 11 298,299 (1,733)(7) 1,510
(235,462)(9)
Total other income and deductions 305,179 (263) 11 304,927 (296,789) 8,138
Income before interest charges and
preferred dividends 646,487 (263) 47,526 693,750 (297,471) 396,279
Interest charges and preferred dividends:
Interest on long-term debt 137,993 - 16,863 154,856 (1,188)(7) 153,668
Other interest 9,993 78 946 11,017 (78)(6) 10,394
(545)(7)
Allowance for borrowed funds used during construction (7,630) - - (7,630) - (7,630)
Dividends on preferred stock of subsidiaries - - - - 20,096 (10) 20,096
Total interest charges and preferred dividends 140,356 78 17,809 158,243 18,285 176,528
Income before cumulative effect of
accounting change 506,131 (341) 29,717 535,507 (315,756) 219,751
Cumulative effect of accounting change, net 43,446 43,446 43,446
Net income 549,577 (341) 29,717 578,953 (315,756) 263,197
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS AND OTHER PAID-IN CAPITAL
FOR YEAR ENDED DECEMBER 31, 1994
(000's)
APS MP PE WPP Subtotal
RETAINED EARNINGS (see page B-4)
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1994 877,673 185,486 176,053 412,288 1,651,500
Add:
Net Income 263,197 67,880 98,454 120,046 549,577
Total 1,140,870 253,366 274,507 532,334 2,201,077
Deduct:
Dividends on common stock of Allegheny Power
System, Inc. 193,951 - - - 193,951
Dividends on capital stock of subsidiary companies:
Preferred - 7,260 4,332 8,504 20,096
Common - 47,480 62,453 90,029 199,962
Total deductions 193,951 54,740 66,785 98,533 414,009
Balance at December 31, 1994 946,919 198,626 207,722 433,801 1,787,068
OTHER PAID-IN CAPITAL
Balance at January 1, 1994 931,063 2,994 2,714 55,687 992,458
Add (Deduct):
Excess of amounts received from sales of
common stock over the par value thereof 32,988 - - - 32,988
Expenses related to 1993 public offerings (79) - - - (79)
Expenses related to 1993 stock split (237) - - - (237)
Gain on reacquired PE preferred stock 11 - 10 - 21
Expenses related to MP preferred
stock issuance (477) (477) - - (954)
Balance at December 31, 1994 963,269 2,517 2,724 55,687 1,024,197
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS AND OTHER PAID-IN CAPITAL
FOR YEAR ENDED DECEMBER 31, 1994
(000's) APS Inc.
Combined Eliminations, Consolidated
Subtotal APC AGC Totals etc. Totals
RETAINED EARNINGS
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1994 1,651,500 (12,156) 18,512 1,657,856 (780,183) 877,673
Add:
Net Income 549,577 (341) 29,717 578,953 (315,756) 263,197
Total 2,201,077 (12,497) 48,229 2,236,809 (1,095,939) 1,140,870
Deduct:
Dividends on common stock of Allegheny Power
System, Inc. 193,951 - - 193,951 - 193,951
Dividends on capital stock of subsidiary companies:
Preferred 20,096 - - 20,096 (20,096)(10) -
Common 199,962 - 35,500 235,462 (235,462)(9) -
Total deductions 414,009 - 35,500 449,509 (255,558) 193,951
Balance at December 31, 1994 1,787,068 (12,497) 12,729 1,787,300 (840,381) 946,919
OTHER PAID-IN CAPITAL
Balance at January 1, 1994 992,458 555 209,999 1,203,012 (271,949) 931,063
Add (Deduct):
Excess of amounts received from sales of
common stock over the par value thereof 32,988 - - 32,988 - 32,988
Expenses related to 1993 public offerings (79) - - (79) - (79)
Expenses related to 1993 stock split (237) - - (237) - (237)
Gain on reacquired PE preferred stock 21 - - 21 (10)(1) 11
Expenses related to MP preferred
stock issuance (954) - - (954) 477 (1) (477)
Balance at December 31, 1994 1,024,197 555 209,999 1,234,751 (271,482) 963,269
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR YEAR ENDED DECEMBER 31, 1994
(000's)
APS APSC MP PE WPP Subtotal
(see page B-5)
Cash Flows from Operations:
<S> <C> <C> <C> <C> <C> <C>
Net Income 263,197 * 67,880 98,454 120,046 549,577
Depreciation - - 57,952 59,989 88,935 206,876
Deferred investment credit and income taxes, net - - 3,350 12,688 699 16,737
Deferred power costs, net - - 7,604 1,321 2,880 11,805
Unconsolidated subsidiaries' dividends in excess of earnings - - 1,647 1,704 2,773 6,124
Allowance for other than borrowed funds used
during construction (AOFDC) - - (1,566) (3,671) (6,729) (11,966)
Cumulative effect of accounting change before
income taxes - - (13,279) (26,163) (32,891) (72,333)
Asset write-off before income taxes - - 154 105 8,919 9,178
Changes in other current assets and liabilities:
Accounts receivable, net, excluding cumulative effect
of accounting change 337 (2,177) 4,755 6,003 18,951 27,869
Materials and supplies - - (5,944) (5,367) (9,205) (20,516)
Accounts payable (8,812) (680) (2,044) (9,981) (675) (22,192)
Taxes accrued - 937 (950) (1,083) (4,502) (5,598)
Interest accrued 183 - 286 563 2,620 3,652
Other, net (12,657) 1,863 1,578 (303) 16,100 6,581
Total Cash Flows from Operations 242,248 (57) 121,423 134,259 207,921 705,794
Cash Flows from Investing:
Construction expenditures - (22) (103,975) (142,826) (260,366) (507,189)
AOFDC - - 1,566 3,671 6,729 11,966
Investments in subsidiaries (105,855) - - - - (105,855)
Total Cash Flows from Investing (105,855) (22) (102,409) (139,155) (253,637) (601,078)
Cash Flows from Financing:
Sale of common stock 34,709 - - - 40,000 74,709
Sale of preferred stock - - 49,635 - - 49,635
Retirement of preferred stock - - - (1,190) - (1,190)
Issuance of long-term debt - - 9,718 86,877 80,129 176,724
Retirement of long-term debt - - - (16,000) - (16,000)
Short-term debt, net 22,712 - (26,530) - - (3,818)
Notes receivable from affiliates 83 - - 2,700 23,900 26,683
Notes payable to affiliates - - 2,900 - - 2,900
Dividends on capital stock:
Preferred stock - - (7,260) (4,332) (8,504) (20,096)
Common stock (193,951) - (47,480) (62,453) (90,029) (393,913)
Total Cash Flows from Financing (136,447) - (19,017) 5,602 45,496 (104,366)
Net Change in Cash and Temporary
Cash Investments** (54) (79) (3) 706 (220) 350
Cash and Temporary Cash Investments at January 1 69 138 135 1,489 565 2,396
Cash and Temporary Cash Investments at December 31 15 59 132 2,195 345 2,746
Supplemental cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) 2,858 41 35,347 42,680 51,745 132,671
Income taxes - (255) 29,939 30,771 54,958 115,413
*Pursuant to service contracts, Allegheny Power Service Corporation's expenses ($95,997) have been apportioned to System
companies.
**Temporary cash investments with original maturities of three months or less, generally in the form of commercial paper,
certificants of deposit, and repurchase agreements, are considered to be the equivalent of cash.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR YEAR ENDED DECEMBER 31, 1994
(000's) APS Inc.
Combined Eliminations, Consolidat
Subtotal APC AGC Totals etc. Totals
Cash Flows from Operations:
<S> <C> <C> <C> <C> <C> <C>
Net Income 549,577 (341) 29,717 578,953 (315,756) 263,197
Depreciation 206,876 - 16,852 223,728 155 (5) 223,883
Deferred investment credit and income taxes, net 16,737 - 9,567 26,304 (620)(5) 25,684
Deferred power costs, net 11,805 - - 11,805 - 11,805
Unconsolidated subsidiaries' dividends in excess of earnings 6,124 - - 6,124 (6,124) -
Allowance for other than borrowed funds used
during construction (AOFDC) (11,966) - - (11,966) - (11,966)
Cumulative effect of accounting change
before income taxes (72,333) - - (72,333) - (72,333)
Asset write-off before income taxes 9,178 - - 9,178 - 9,178
Changes in other current assets and liabilities:
Accounts receivable, net, excluding cumulative effect
of accounting change 27,869 - 7,099 34,968 (25,302) 9,666
Materials and supplies (20,516) - (3) (20,519) - (20,519)
Accounts payable (22,192) - 37 (22,155) 25,274 3,119
Taxes accrued (5,598) 22 (216) (5,792) - (5,792)
Interest accrued 3,652 2 (200) 3,454 (2) 3,452
Other, net 6,581 400 (7,132) (151) 465 779
(155)(5)
620 (5)
Total Cash Flows from Operations 705,794 83 55,721 761,598 (321,445) 440,153
Cash Flows from Investing:
Construction expenditures (507,189) - (1,065) (508,254) - (508,254)
AOFDC 11,966 - - 11,966 - 11,966
Investments in subsidiaries (105,855) - - (105,855) 105,855 -
Total Cash Flows from Investing (601,078) - (1,065) (602,143) 105,855 (496,288)
Cash Flows from Financing:
Sale of common stock 74,709 - - 74,709 (40,000) 34,709
Sale of preferred stock 49,635 49,635 - 49,635
Retirement of preferred stock (1,190) - - (1,190) - (1,190)
Issuance of long-term debt 176,724 - 176,724 20,374 197,098
Retirement of long-term debt (16,000) - (19,126) (35,126) 9,126 (26,000)
Short-term debt, net (3,818) (83) - (3,901) 83 (3,818)
Notes receivable from affiliates 26,683 - - 26,683 (26,683) -
Notes payable to affiliates 2,900 - - 2,900 (2,900) -
Dividends on capital stock:
Preferred stock (20,096) - - (20,096) 20,096 -
Common stock (393,913) - (35,500) (429,413) 235,462 (193,951)
Total Cash Flows from Financing (104,366) (83) (54,626) (159,075) 215,558 56,483
Net Change in Cash and Temporary
Cash Investments** 350 - 30 380 (32) 348
Cash and Temporary Cash Investments at January 1 2,396 6 15 2,417 2,417
Cash and Temporary Cash Investments at December 31 2,746 6 45 2,797 (32) 2,765
Supplemental cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) 132,671 - 17,078 149,749 (1,733) 148,016
Income taxes 115,413 (207) 7,137 122,343 - 122,343
*Pursuant to service contracts, Allegheny Power Service Corporation's expenses ($95,997) have been apportioned to System
companies.
**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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. A-6
Long-Term Debt of Subsidiaries at December 31, 1994
(000's)
Date of Principal
First mortgage bonds: Issue Amount
Monongahela Power Company:
<C> <C> <C>
5-1/2% Series Due 1996 1966 18,000
6-1/2% Series Due 1997 1967 15,000
5-5/8% Series Due 2000 1993 65,000
7-3/8% Series Due 2002 1992 25,000
7-1/4% Series Due 2007 1992 25,000
8-7/8% Series Due 2019 1989 70,000
8-5/8% Series Due 2021 1991 50,000
8-1/2% Series Due 2022 1992 65,000
8-3/8% Series Due 2022 1992 40,000
Total 373,000
The Potomac Edison Company:
5-7/8% Series Due 1996 1966 18,000
5-7/8% Series Due 2000 1993 75,000
8% Series Due 2006 1991 50,000
9-1/4% Series Due 2019 1989 65,000
9-5/8% Series Due 2020 1990 80,000
8-7/8% Series Due 2021 1991 50,000
8% Series Due 2022 1992 55,000
7-3/4% Series Due 2023 1993 45,000
8% Series Due 2024 1994 75,000
Total 513,000
West Penn Power Company:
4-7/8% Series U, Due 1995 1965 27,000
5-1/2% Series JJ, Due 1998 1993 102,000
6-3/8% Series KK, Due 2003 1993 80,000
7-7/8% Series GG, Due 2004 1991 70,000
7-3/8% Series HH, Due 2007 1992 45,000
9% Series EE, Due 2019 1989 30,000
8-7/8% Series FF, Due 2021 1991 100,000
7-7/8% Series II, Due 2022 1992 135,000
8-1/8% Series LL, Due 2024 1994 65,000
Total 654,000
Less current maturities 27,000
627,000
Total first mortgage bonds 1,540,000
Less current maturities 27,000
1,513,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. A-7
Long-Term Debt of Subsidiaries at December 31, 1994 (Cont'd)
(000's) Liabilit
Date of Date of Interest Due Within
Issue Maturity Rate One Year Long-Term
Debentures:
<S> <C> <C> <C> <C>
Allegheny Generating Company 9- 1-93 9- 1- 23 6.875% 100,000
9- 1-93 9- 1- 03 5.625% 50,000
150,000
Secured notes:
Pleasants pollution control facilities:
Monongahela Power Company 11- 1-77 11- 1-98 to 11- 1-07 6.375% 14,500
11- 1-77 11- 1-12 6.375% 3,000
2- 1-79 2- 1-01 to 2- 1-09 7.75% 25,000
42,500
The Potomac Edison Company 11- 1-77 11- 1-98 to 11- 1-07 6.30 % 30,000
8- 1-78 8- 1-02 to 8- 1-08 7.30 % 21,000
51,000
West Penn Power Company 11- 1-77 11- 1-98 to 11- 1-07 6.125% 45,000
8- 1-78 8- 1-99 to 8- 1-03 6.95 % 11,500
8- 1-78 8- 1-04 to 8- 1-08 7.00 % 20,000
76,500
Mitchell pollution control facilities:
West Penn Power Company 3- 1-93 3- 1-03 4.95 % 61,500
4- 1-85 4- 1-14 9.375% 15,400
76,900
Fort Martin pollution control facilities:
Monongahela Power Company 4- 1-93 4- 1-13 5.950 % 7,050
The Potomac Edison Company 4- 1-93 4- 1-13 5.950 % 8,600
West Penn Power Company 4- 1-93 4- 1-13 5.950 % 7,750
23,400
Harrison pollution control facilities:
Monongahela Power Company 4-15-92 4-15-22 6.875% 5,000
5-1-93 5- 1-23 6.250% 10,675
7-15-94 8- 1-24 6.750% 8,825
24,500
The Potomac Edison Company 4-15-92 4-15-22 6.875% 6,550
5-1-93 5- 1-23 6.250% 13,990
7-15-94 8- 1-24 6.750% 11,560
32,100
West Penn Power Company 4-15-92 4-15-22 6.875% 8,450
5-1-93 5- 1-23 6.300% 18,040
7-15-94 8- 1-24 6.750% 14,910
41,400
Total secured notes 368,300
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. A-8
Long-Term Debt of Subsidiaries at December 31, 1994 (Cont'd)
(000's) Liability
Date of Date of Interest Due Within
Issue Maturity Rate One Year Long-Term
Unsecured notes:
Hatfield's Ferry pollution control
facilities:
<S> <C> <C> <C> <C>
Monongahela Power Company 2- 1-77 2- 1-96 to 2- 1-02 6.30 % 3,560
2- 1-77 2- 1-03 to 2- 1-07 6.40 % 1,000
2- 1-77 2- 1-12 6.40 % 3,000
7,560
The Potomac Edison Company 2- 1-77 2- 1-96 to 2- 1-02 6.30 % 5,500
West Penn Power Company 2- 1-77 2- 1-00 to 2- 1-07 6.10 % 14,435
Total unsecured notes 27,495
Installment purchase obligations:
Monongahela Power Company -
Rivesville pollution control facilities 4- 1-88 4- 1-98 6.875% 3,055
Willow Island pollution control facilities 4- 1-88 4- 1-98 6.875% 10,145
Albright pollution control facilities 4- 1-88 4- 1-98 6.875% 5,900
19,100
Medium-term notes:
Allegheny Generating Company Various 1995-1998 5.75-7.93% 1,000 76,975
Commercial paper:
Allegheny Generating Company Various Various 6.25* 41,736
Unamortized debt discount and premium, net:
Monongahela Power Company (3,579)
The Potomac Edison Company (5,451)
West Penn Power Company (7,559)
Allegheny Generating Company (1,545)
Total unamortized debt discount and premium, net (18,134)
*Weighted average interest rate at December 31, 1994.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1994
(000's)
West Virginia Power
and Transmission
Company and Subsidiary
West Virginia West Penn Consolidated
West Penn Power and West Virginia Totals
Power Transmission Water Combined Eliminations (Carried to
ASSETS Company Company Power Company Totals etc. page A-1)
Property, plant, and equipment:
<S> <C> <C> <C> <C> <C> <C>
At original cost 3 011 425 2 342 10 3 013 777 - 3 013 777
Accumulated depreciation (1 009 565) - - (1 009 565) - (1 009 565)
Investments and other assets:
Securities of subsidiaries consolidated 2 445 1 - 2 446 (1) (2 446) -
Equity in undistributed earnings of subsidiaries (78) - - (78) (2) 78 -
Indebtedness of subsidiary consolidated-not current - 12 - 12 (3) (12) -
Investment in Allegheny Pittsburgh Coal Company:
Common stock, at equity (5 970) - - (5 970) - (5 970)
Advances 7 061 - - 7 061 - 7 061
Investment in Allegheny Generating Company
common stock, at equity 100 228 - - 100 228 - 100 228
Other 383 - - 383 - 383
Current assets:
Cash and temporary cash investments 267 78 - 345 - 345
Accounts receivable:
Electric service 127 287 - - 127 287 - 127 287
Allowance for uncollectible accounts (8 267) - - (8 267) - (8 267)
Affiliated and other 11 862 - - 11 862 - 11 862
Notes receivable from affiliates 1 000 - - 1 000 - 1 000
Materials and supplies - at average cost:
Operating and construction 39 922 - - 39 922 - 39 922
Fuel 38 205 - - 38 205 - 38 205
Deferred power costs (1 082) - - (1 082) - (1 082)
Prepaid taxes 11 100 - - 11 100 - 11 100
Other 15 045 - - 15 045 - 15 045
Deferred charges:
Regulatory assets 364 473 - - 364 473 - 364 473
Unamortized loss on reacquired debt 10 494 - - 10 494 - 10 494
Other 15 560 - - 15 560 - 15 560
Total assets 2 731 795 2 433 10 2 734 238 (2 380) 2 731 858
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1994
(000's)
West Virginia Power
and Transmission
Company and Subsidiary
West Virginia West Penn Consolidated
West Penn Power and West Virginia Totals
Power Transmission Water Combined Eliminations (Carried to
CAPITALIZATION AND LIABILITIES Company Company Power Company Totals etc. page A-2)
Capitalization:
<S> <C> <C> <C> <C> <C> <C>
Common stock of West Penn Power Company 465 994 - - 465 994 - 465 994
Common stock of subsidiaries consolidated - 3 000 1 3 001 (1) (3 001) -
Other paid-in capital 55 687 (555) - 55 132 (1) 555 55 687
Retained earnings 433 801 (75) (3) 433 723 (2) 78 433 801
Preferred stock:
Not subject to mandatory redemption 149 708 - - 149 708 - 149 708
Long-term debt 836 426 - - 836 426 - 836 426
Indebtedness to affiliated
consolidated - not current - - 12 12 (3) (12) -
Current liabilities:
Long term debt due within 1 year 27 000 - - 27 000 - 27 000
Accounts payable to affiliates 6 477 - - 6 477 - 6 477
Accounts payable - others 107 792 - - 107 792 - 107 792
Taxes accrued:
Federal and state income 9 217 - - 9 217 - 9 217
Other 20 574 63 - 20 637 - 20 637
Interest accrued 16 475 - - 16 475 - 16 475
Other 24 028 - - 24 028 - 24 028
Deferred credits and other liabilities:
Unamortized investment credit 52 946 - - 52 946 - 52 946
Deferred income taxes 471 515 - - 471 515 - 471 515
Regulatory liabilities 39 881 - - 39 881 - 39 881
Other 14 274 - - 14 274 - 14 274
Total capitalization and liabilities 2 731 795 2 433 10 2 734 238 (2 380) 2 731 858
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 1994
(000's)
West Virginia Power
and Transmission
Company and Subsidiary
West Virginia West Penn Consolidated
West Penn Power and West Virginia Totals
Power Transmission Water Combined Eliminations (Carried to
Company Company Power Company Totals etc. page A-3)
Electric operating revenues:
<S> <C> <C> <C> <C> <C> <C>
Residential 376 776 - - 376 776 - 376 776
Commercial 207 165 - - 207 165 - 207 165
Industrial 330 739 - - 330 739 - 330 739
Nonaffiliated utilities 144 829 - - 144 829 - 144 829
Affiliated companies 37 914 - - 37 914 - 37 914
Other 30 819 - - 30 819 - 30 819
Total operating revenues 1 128 242 - - 1 128 242 - 1 128 242
Operating expenses:
Operation:
Fuel 252 108 - - 252 108 - 252 108
Purchased power
and exchanges, net 247 194 - - 247 194 - 247 194
Deferred power costs, net 2 880 - - 2 880 - 2 880
Other 145 781 - - 145 781 - 145 781
Maintenance 111 841 - - 111 841 - 111 841
Depreciation 88 935 - - 88 935 - 88 935
Taxes other than income taxes 87 224 - - 87 224 - 87 224
Federal and state income taxes 50 385 - - 50 385 - 50 385
Total operating expenses 986 348 - - 986 348 - 986 348
Operating income 141 894 - - 141 894 - 141 894
Other income and deductions:
Allowance for other than borrowed funds used
during construction 6 729 - - 6 729 - 6 729
Asset write-off, net (5 179) - - (5 179) - (5 179)
Other, net 13 797 (245) - 13 552 (2) 245 13 797
Total other income
and deductions 15 347 (245) - 15 102 245 15 347
Income before
interest charges 157 241 (245) - 156 996 245 157 241
Interest charges:
Interest on long-term debt 58 102 - - 58 102 - 58 102
Other interest 2 172 - - 2 172 - 2 172
Allowance for borrowed
funds used during
construction (4 048) - - (4 048) - (4 048)
Total interest charges 56 226 - - 56 226 - 56 226
Income before accounting change 101 015 (245) - 100 770 245 101 015
Accounting change, net 19 031 - - 19 031 - 19 031
NET INCOME 120 046 (245) - 119 801 - 120 046
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS AND OTHER PAID-IN CAPITAL
FOR YEAR ENDED DECEMBER 31, 1994
(000's)
West Virginia Power
and Transmission
Company and Subsidiary
West Virginia West Penn Consolidated
West Penn Power and West Virginia Totals
Power Transmission Water Combined Eliminations (Carried to
RETAINED EARNINGS Company Company Power Company Totals etc. page A-4)
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1994 412 288 170 (3) 412 455 (2) (167) 412 288
Add:
Net Income 120 046 (245) - 119 801 (2) 245 120 046
Total 532 334 (75) (3) 532 256 78 532 334
Deduct:
Dividends on capital stock
of West Penn Power Co.:
Preferred stock
4-1/2% 1 337 - - 1 337 - 1 337
4.20% Series B 210 - - 210 - 210
4.10% Series C 205 - - 205 - 205
$7.00 Series D 700 - - 700 - 700
$7.12 Series E 712 - - 712 - 712
$8.08 Series G 808 - - 808 - 808
$7.60 Series H 760 - - 760 - 760
$7.64 Series I 764 - - 764 - 764
$8.20 Series J 1 640 - - 1 640 - 1 640
Auction 1 368 - - 1 368 - 1 368
Common stock 90 029 - - 90 029 - 90 029
Total deductions 98 533 - - 98 533 - 98 533
Balance at December 31, 1994 433 801 (75) (3) 433 723 78 433 801
OTHER PAID-IN CAPITAL
Balance at December 31, 1994 55 687 (555) - 55 132 (1) 555 55 687
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS FOR YEAR ENDED DECEMBER 31, 1994
(000's)
West Virginia Power
and Transmission
Company and Subsidiary
West Virginia West Penn Consolidated
West Penn Power and West Virginia Totals
Power Transmission Water Combined Eliminations (Carried to
Company Company Power Company Totals etc. page A-5)
Cash Flows from Operations:
<S> <C> <C> <C> <C> <C> <C>
Net Income 120 046 (245) - 119 801 (2) 245 120 046
Depreciation 88 935 - - 88 935 - 88 935
Deferred investment credit
and income taxes, net 699 - - 699 - 699
Deferred power costs, net 2 880 - - 2 880 - 2 880
Unconsolidated subsidiaries'
dividends in excess
of earnings 2 773 - - 2 773 - 2 773
Allowance for other than
borrowed funds used
during construction (6 729) - - (6 729) - (6 729)
Cummulative effect of accounting
change before income taxes (32 891) - - (32 891) - (32 891)
Asset write-off before income taxes 8 919 - - 8 919 - 8 919
Changes in other current assets
and liabilities:
Accounts receivable, net,
excluding cumulative
effect of accounting change 18 951 - - 18 951 - 18 951
Materials and supplies (9 205) - - (9 205) - (9 205)
Accounts payable (675) - - (675) - (675)
Taxes accrued (4 575) 73 - (4 502) - (4 502)
Interest accrued 2 620 - - 2 620 - 2 620
Other, net 16 344 1 - 16 345 (245) 16 100
Total Cash Flows
From Operations 208 092 (171) - 207 921 - 207 921
Cash Flows from Investing:
Construction expenditures (260 366) - - (260 366) - (260 366)
AOFDC 6 729 - - 6 729 - 6 729
Total Cash Flows from Investing (253 637) - - (253 637) - (253 637)
Cash Flows from Financing:
Sale of common stock 40 000 - - 40 000 - 40 000
Issuance of long-term debt 80 129 - - 80 129 - 80 129
Notes receivable from affiliates 23 900 - - 23 900 - 23 900
Dividends on capital stock:
Preferred stock (8 504) - - (8 504) - (8 504)
Common stock (90 029) - - (90 029) - (90 029)
Total Cash Flows From Financing 45 496 - - 45 496 - 45 496
Net Change in Cash
and Temporary Cash Investments* (49) (171) - (220) - (220)
Cash and Temporary Cash Investments
at January 1 316 249 - 565 - 565
Cash and Temporary Cash Investments
at December 31 267 78 - 345 - 345
Supplemental cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) 51 745 - - 51 745 - 51 745
Income taxes 55 027 (69) - 54 958 - 54 958
*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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
INTERCOMPANY ELIMINATIONS AND RECLASSIFICATIONS - DECEMBER 31, 1994
Shown on Pages B-1, B-2, B-3, B-4, and B-5
(000's)
(1)
<S> <C> <C>
Common stock of subsidiaries consolidated 3 001
Securities of subsidiaries consolidated 2 466
Other paid in capital 555
To eliminate in consolidation the par or stated value of intercompany
investments. See schedule below for details.
</TABLE>
<TABLE>
<CAPTION>
Par or stated Other
Value of Paid-in Investment
Common Stock Capital Total
Company
Owned by West Penn Power Company:
<S> <C> <C> <C>
West Virginia Power & Transmission Company 3 000 (555) 2 445
Owned by West Virginia Power & Transmission Company:
West Penn Virginia Water Power Company 1 - 1
3 001 (555) 2 446
(2)
Retained earnings - undistributed earnings of
subsidiaries at January 1, 1994 167
Other income and deductions - other, net 245
Investment in subsidiaries consolidated - equity
in undistributed earnings 78
To eliminate undistributed earnings of subsidiaries at January 1, 1994 and
net income and dividends for the year ended December 31, 1994
(3)
Indebtedness to affiliated consolidated - not current 12
Indebtedness of subsidiary consolidated - not current 12
To eliminate intercompany indebtedness
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
DATA FOR U5S
1994
(000's)
Item 5 - Investment in Securities of Non-System Companies
<S> <C> <C> <C>
Various Miscellaneous 1
RIDC Industrial Development
Fund Capital Stock 8 200 82
83
</TABLE>
<TABLE>
<CAPTION>
Item 6 - Investments in System Securities
Value
Number Books Value
of Shares of to
Name of Owner Name of Issuer Security Owned Owned Issuer Owner
<S> <C> <C> <C> <C> <C>
West Penn Power Co. Allegheny Pittsburgh Coal Co. Capital Stock 5 000 (5 970) (5 970)
West Virginia Power &
Transmission Co. " " 30 000 2 370 2 367
Allegheny Generating Co. " " 450 100 228 100 228
96 628 96 625
West Virginia Power West Penn Virginia
& Transmission Co. Water Power Co. Capital Stock 5 (2) 1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-1
INDIANA-KENTUCKY ELECTRIC CORPORATION
BALANCE SHEET--DECEMBER 31, 1994
UNAUDITED
(000's)
Assets
Electric plant - at original cost, including $75,274,000
<S> <C>
construction work in progress 380,424
Less - Accumulated provisions for depreciation and
amortization 303,712
76,712
Current assets:
Cash and cash equivalents 160
Accounts receivable 5,017
Coal in storage, at average cost 13,369
Materials and supplies, at average cost 8,245
Interest receivable 2
Prepaid expenses and other 402
27,195
Deferred charges
Future federal income tax benefits 20,131
Work in progress and other 9
20,140
TOTAL ASSETS 124,047
Capitalization:
Common stock, without par value, stated at $200
per share -
Authorized - 100,000 shares
Outstanding - 17,000 shares 3,400
Current liabilities:
Accounts payable 10,431
Accrued taxes 2,416
Accrued interest and other 242
13,089
Deferred credits:
Deferred credit-tax benefit obligation 20,131
Customer advances for construction 5,486
Subsidiary advances 78,825
Deferred credit - allowances 521
Net antitrust settlement 2,595
107,558
TOTAL CAPITALIZATION AND LIABILITIES 124,047
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-2
INDIANA-KENTUCKY ELECTRIC CORPORATION
STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1994
UNAUDITED
(000's)
Operating revenues:
<S> <C>
Sale of electric energy 131,110
Other operating revenues 67
Total operating revenues 131,177
Operating expenses:
Fuel consumed in operation 93,279
Other operation 16,095
Maintenance 18,012
Taxes, other than federal income taxes 3,846
Total operating expenses 131,232
Operating loss (55)
Interest income and other 69
Income before interest charges 14
Interest charges 14
Net income -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-3
INDIANA-KENTUCKY ELECTRIC CORPORATION
STATEMENT OF CASH FLOWS
FOR YEAR ENDED DECEMBER 31, 1994
UNAUDITED
(000's)
Cash From Operations:
Net Income -
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Changes in assets and liabilities:
<S> <C>
Accounts receivable (715)
Interest receivable 376
Coal in storage (5,964)
Materials and supplies (10)
Prepaid expenses and other (37)
Accounts payable 665
Accrued taxes 155
Accrued interest and other 155
Other (288)
Net cash used by operating activities (5,663)
Investing Activities:
Reimbursement for plant replacements and
additional facilities 3,038
Net electric plant additions (34,195)
Advances from parent 36,198
Net cash provided by investing activities 5,041
Net decrease in cash and cash equivalents (622)
Cash and cash equivalents, beginning of year 782
Cash and cash equivalents, end of year 160
Supplemental Disclosures
Interest paid (net of amounts capitalized) 15
Federal income taxes paid -
For purposes of this statement, the company considers temporary cash investments
to be cash equivalents since they are readily convertible into cash and have
maturities of less than three months.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OHIO VALLEY ELECTRIC CORPORATION C-4
BALANCE SHEET--DECEMBER 31, 1994
UNAUDITED
(000's)
Assets
Electric plant - at original cost, including $1,719,000
<S> <C>
construction work in progress 268,546
Less - Accumulated provisions for depreciation and amortization 263,215
5,331
Investments and other:
Special funds held by trustees 12,557
Investment in subsidiary company 3,400
Advances to subsidiary 78,825
94,782
Current assets:
Cash and cash equivalents 10,6 3,600
Refundable federal income taxes 1,545
Prepaid expenses and other 330
57,456
Deferred charges:
Debt expense, being amortized 492
Future federal income tax benefits 12,685
Unrecognized pension expense 8,686
Unrecognized postretirement benefits expense 31,474
Work in progress and other 1,690
55,027
TOTAL ASSETS 212,596
Capitalization:
Common stock, $100 per value -
Authorized - 300,000 shares
Outstanding - 100,000 shares 10,000
Senior secured notes 80,000
Retained earnings 939
90,939
Current liabilities:
Line-of-credit borrowings 22,500
Note payable maturing in one year 9,500
Accounts payable 15,371
Accrued taxes 7,339
Accrued interest and other 533
55,243
Deferred credits:
Investment tax credits 10,610
Deferred credit-tax benefit obligation 12,301
Accrued pension liability 8,686
Customer advances for construction 1,422
Deferred credit - allowances 404
Postretirement benefits obligation 31,474
Net antitrust settlement 1,517
66,414
TOTAL CAPITALIZATION AND LIABILITIES 212,596
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-5
OHIO VALLEY ELECTRIC CORPORATION
STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1994
UNAUDITED
(000's)
Operating revenues:
<S> <C>
Sale of electric energy 308,382
Other operating revenues 682
Total operating revenues 309,064
Operating expenses:
Fuel consumed in operation 120,572
Purchased power 136,563
Other operation 18,491
Maintenance 19,916
Taxes, other than Federal income taxes 4,755
Federal income taxes 2,188
Total operating expenses 302,485
Operating income 6,579
Interest income and other 1,589
Income before interest charges 8,168
Interest charges 6,067
Net income 2,101
Retained earnings, beginning of year 378
Cash dividends on common stock 1,540
Retained earnings, end of year 939
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-6
OHIO VALLEY ELECTRIC CORPORATION
STATEMENT OF CASH FLOWS
FOR YEAR ENDED DECEMBER 31, 1994
UNAUDITED
(000's)
Cash From Operations:
<S> <C>
Net Income 2,101
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Future federal income tax benefits 1,559
Changes in assets and liabilities:
Accounts receivable (1,618)
Coal in storage (9,254)
Materials and supplies 1,443
Property taxes applicable to subsequent years 700
Prepaid expenses and other (30)
Accounts payable 4,448
Accrued taxes (1,730)
Accrued interest and other 108
Other (836)
Net cash used by operating activities (3,109)
Investing Activities:
Reimbursement for plant replacements and
additional facilities 1,965
Net electric plant additions (1,456)
Advances in subsidiary (36,198)
Net cash used by investing activities (35,689)
Financing Activities:
Special funds held by Trustees 35,046
Notes payable maturing in one year (500)
Coal purchase obligation (2,960)
Note payable (line of credit) 12,500
Dividends - common stock (1,540)
Net cash provided by financing activities 42,546
Net increase in cash and cash equivalents 3,748
Cash and cash equivalents, beginning of year 6,898
Cash and cash equivalents, end of year 10,646
Supplemental Disclosures
Interest paid (net of amounts capitalized) 5,879
Federal income taxes paid 781
For purposes of this statement, the company considers temporary cash investments
to be cash equivalents since they are readily convertible into cash and have
maturities of less than three months.
</TABLE>
<PAGE>
APPENDIX 2
EXHIBITS - PAGES F-1 THROUGH F-4
<PAGE>
ITEM 9 - EXHIBIT B (continued) F-1
CONSTITUENT INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS
OF EQUITY SECURITIES OF SYSTEM COMPANIES.
INCORPORATED BY REFERENCE
ALLEGHENY POWER SYSTEM, INC.:
Charter, as amended Form 10-Q, September 1993,exh.(3)(a)
By-laws, as amended Form 10-Q, June 1990, exh.(a)(3)
ALLEGHENY POWER SERVICE CORPORATION:
Charter, effective November 22, 1963 Form U5S, 1964, exh.B-2
By-laws, as amended Form U5S, 1983, exh.B-1
Form U5S, 1990, exh.B-2
MONONGAHELA POWER COMPANY:
Charter, as amended Form S-3, Registration No. 33-51301
exh. 4(a)
Amendment to Charter, effective Form 10-Q, March 31, 1994, exh.(b)
May 5, 1994
Code of Regulations, as amended Form 10-Q, September 1993,exh.(a)(3)
THE POTOMAC EDISON COMPANY:
Charter, as amended Form 10-Q, September 1993,
exh.(a)(3)
By-laws, as amended Form 10-Q, June 1990, exh. (a)(3)
WEST PENN POWER COMPANY:
Charter, as amended Form S-3, Registration No.33-51303,
exh. 4(a)
By-laws, as amended Form 8-K, June 1993, exh.(a)(3)
ALLEGHENY PITTSBURGH COAL COMPANY:
Charter, effective October 1, 1918 Form U5B, File 30-75, exh. B-2
Amendment to Charter, effective
October 5, 1918 Form U5B, File 30-75, exh. B-2
January 21, 1956 Form U5S, 1964, exh. B-7
By-laws, as amended Form U5S, 1983, exh. B-2
Form U5S, 1987, exh. B-1
Form U5S, 1991, exh. B-1
ALLEGHENY GENERATING COMPANY:
Charter, effective May 26, 1981 Form 10, 1986, exh. 3(1)
Amendment, effective July 14, 1989 Form 10-Q, June 1989, exh. (a)
By-laws, as amended Form 10, 1986, exh. 3(2)
Form U5S, 1992, exh. B
<PAGE>
ITEM 9 - EXHIBIT B (continued) F-2
WEST VIRGINIA POWER & TRANSMISSION COMPANY:
Charter, effective April 3, 1912 and
Amendments to March 22, 1934 Form U5B, File 30-75, exh. B-38
Amendments to Charter, effective
January 28, 1956 Form U5S, 1964, exh. B-10
February 7, 1961 Form U5S, 1964, exh. B-11
By-laws, as amended Form U5S, 1983, exh. B-5
Form U5S, 1988, exh. B-1
WEST PENN WEST VIRGINIA WATER POWER COMPANY:
Charter, effective January 25, 1924 Form U5B, File 30-75, exh. B-39
Amendment to Charter, effective
January 21, 1956 Form U5S, 1964, exh. B-12
By-laws, as amended Form U5S, 1983, exh. B-6
Form U5S, 1987, exh. B-2
<PAGE>
ITEM 9 - EXHIBIT C F-3
CONSTITUENT INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS
OF DEBT SECURITIES OF SYSTEM COMPANIES
Monongahela Power Company Incorporation
Documents by Reference
4 Indenture, dated as of S 2-5819, exh. 7(f)
August 1, 1945, and S 2-8782, exh. 7(f) (1)
certain Supplemental S 2-8881, exh. 7(b)
Indentures of the S 2-9355, exh. 4(h) (1)
Company defining rights S 2-9979, exh. 4(h) (1)
of security holders.* S 2-10548, exh. 4(b)
S 2-14763, exh. 2(b) (i)
S 2-24404, exh. 2(c);
S 2-26806, exh. 4(d);
Forms 8-K of the Company (1-268-2)
dated August 8, 1989, November 21,
1991, June 4, 1992, July 15, 1992,
September 1, 1992 and April 29, 1993
The Potomac Edison Company Incorporation
Documents by Reference
4 Indenture, dated as of S 2-5473, exh. 7(b); Form
October 1, 1944, and S-3, 33-51305, exh. 4(d)
certain Supplemental Forms 8-K of the Company (1-3376-2)
Indentures of the dated June 14, 1989, June 25, 1990,
Company defining rights August 21, 1991, December 11, 1991,
of Security holders.* December 15, 1992, February 17, 1993
and March 30, 1993
* There are omitted the Supplemental Indentures which do no more than
subject property to the lien of the above Indentures since they are not
considered constituent instruments defining the rights of the holders of
the securities. The Company agrees to furnish the Commission on its
request with copies of such Supplemental Indentures.
<PAGE>
ITEM 9 - EXHIBIT C (continued) F-4
West Penn Power Company Incorporation
Documents by Reference
4 Indenture, dated as of S-3, 33-51303, exh. 4(d)
March 1, 1916, and certain S 2-1835, exh. B(1), B(6)
Supplemental Indentures of S 2-4099, exh. B(6), B(7)
the Company defining rights S 2-4322, exh. B(5)
of security holders.* S 2-5362, exh. B(2), B(5)
S 2-7422, exh. 7(c), 7(i)
S 2-7840, exh. 7(d), 7(k)
S 2-8782, exh. 7(e) (1)
S 2-9477, exh. 4(c), 4(d)
S 2-10802, exh. 4(b), 4(c)
S 2-13400, exh. 2(c), 2(d)
Form 10-Q of the Company (1-255-2),
June 1980, exh. D Forms 8-K of the
Company (1-255-2) dated June 1989,
February 1991, December 1991, August
13, 1993, September 15, 1992, June
9, 1993 and June 9, 1993 and August
2, 1994
* There are omitted the Supplemental Indentures which do no more than
subject property to the lien of the above Indentures since they are
not considered constituent instruments defining the rights of the
holders of the securities. The Company agrees to furnish the
Commission on its request with copies of such Supplemental
Indentures.
Allegheny Generating Company
Documents
3.1(a) Charter of the Company, as amended.*
3.1(b) Certificate of Amendment to Charter, effective July 14, 1989.**
3.2 By-laws of the Company, as amended.*
4 Indenture, dated as of December 1, 1986, and Supplemental
Indenture, dated as of December 15, 1988, of the Company
defining rights of security holders.***
* Incorporated by reference to the designated exhibit to AGC's registration
statement on Form 10, File No. 0-14688.
** Incorporated by reference to Form 10-Q of the Company (0-14688) for June
1989, exh. (a).
*** Incorporated by reference to Forms 8-K of the Company (0-14688) for
December 1986, exh. 4(A), and December 1988, exh. 4.1.
<PAGE>
Exhibit D
TAX ALLOCATION AGREEMENT
By and Between
ALLEGHENY POWER SYSTEM, INC.
and its Subsidiaries
Dated as of December 1, 1994
<PAGE>
AGREEMENT dated as of December 1, 1994, among ALLEGHENY POWER SYSTEM,
INC. (hereinafter called the "Parent Company") and the other undersigned
companies (hereinafter called the "Subsidiary Companies"), collectively
referred to hereinafter as "the parties hereto".
WHEREAS, the Parent Company and its subsidiaries were parties to an
agreement dated June 13, 1963 (the "Original Agreement"), concerning the
allocation of Federal income tax liabilities among them as a consolidated
group; and
WHEREAS, changes had been made in the Public Utility Holding Company Act of
1935 and regulations promulgated thereunder since 1963 which affected the
content of the Original Agreement; and
WHEREAS, the Securities and Exchange Commission upon audit had requested
that the Original Agreement be revised to reflect said changes in the law and
regulations; and
WHEREAS, the audit found that the parties hereto had acted in compliance
with present law and regulations although the changes in the law and
regulations occurred after the Original Agreement was executed; and
WHEREAS, an agreement dated as of November 3, 1993 incorporated the said
changes in the law and regulations; and
WHEREAS, a new subsidiary company, AYP Capital Inc., has been formed and has
joined the consolidated group; and
WHEREAS, the parties hereto wish to revise the preamble and form of the
agreement dated as of November 3, 1993, to reflect more accurately changes in
the corporate structure of the consolidated group and to make some changes in
form as well as to add the new subsidiary company as a party hereto; and
<PAGE>
WHEREAS, the parties hereto did not by execution of the agreement dated as
of November 3, 1993 and do not now intend to change the methods currently used
for allocation of federal tax liabilities, but merely wish in their agreement
to reflect more accurately the changes in corporate structure, the
aformentioned changes in the law and regulations, and to add AYP Capital, Inc.
as a party hereto,
NOW, THEREFORE, the parties hereto hereby mutually agree that:
1. The Parent Company shall continue to make and file on behalf of
itself and the Subsidiary Companies a consolidated Federal income tax return
for each year for which such a return is required by law to be filed.
2. The consolidated Federal income tax liability of the parties hereto
for each year for which such a return is so filed shall be allocated among
such parties as follows:
A. The amount of such liability before giving effect to any investment
credit which had been provided for in Section 38, as amended, of the
Internal Revenue Code of 1954 or any similar provision hereafter enacted
shall be allocated in accordance with the method of allocation prescribed in
subparagraph (a)(1) of Section 1552 of the Internal Revenue Code of 1986;
provided, however, that
(1) the amount allocated to any Subsidiary Company shall not
exceed the Federal income tax liability of such company for such
year based upon a separate return and computed before giving effect
to any such investment credit and as if such company had always
<PAGE>
filed its tax returns on a separate return basis; and
(2) any amount that would be allocated to a Subsidiary
Company but for clause (1) of this Subsection shall be allocated
among the other parties in direct proportion to the difference
between (i) their respective Federal income tax liabilities for such
year computed on a separate return basis and before giving effect to
any such investment credit and (ii) the respective amounts allocated
to them under this Subsection.
B. Appropriate and equitable adjustment of the allocation specified in
Subsection A of this section shall be made if the sum of the separate return
taxes of all the parties hereto in any taxable year differs from the
consolidated taxable income or tax because of intercompany transactions
excluded from the consolidated return. Appropriate and equitable adjustment
of the allocation specified in Subsection A of this section shall be made to
the extent that the consolidated return tax and separate return tax for any
year include material items taxed at different rates or involving other
special benefits or limitations.
C. Those parties hereto with a positive allocation in any tax year to
which this agreement applies will pay the amount allocated and those
Subsidiary Companies with a negative allocation will receive current
payment of their corporate tax credits. If the consolidated loss is too
large to be used in full in any such tax year, such payments shall be
apportioned, and uncompensated benefits shall be carried over, by the
<PAGE>
Subsidiary Companies in accordance with Subsection A of this section.
D. The amount allocated to each party pursuant to Subsection A of this
Section shall be decreased or increased by an amount equal to the portion,
if any, generated by such party of any investment credit or negative
investment credit used in computing the consolidated Federal income tax
liability of the parties for such year. In the event that the portion
generated by such party of any such investment credit exceeds the amount so
allocated to such party, the excess shall be paid to such party out of the
excess of the amounts so allocated to the other parties over such
consolidated Federal income tax liability.
E. Allocation of the consolidated federal income tax liability of the
parties hereto shall conform in all pertinent respects with Section 12(b)
of the Public Utility Holding Company Act of 1935 and regulations
promulgated thereunder, including particularly Reg. Section 250.45(c)
thereof.
3. This Agreement cancels and supersedes as of the date hereof the
agreement dated as of November 3, 1993.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed.
ALLEGHENY GENERATING COMPANY
By KLAUS BERGMAN
President
<PAGE>
ALLEGHENY PITTSBURGH COAL COMPANY
By KLAUS BERGMAN
President
ALLEGHENY POWER SERVICE CORPORATION
By ALAN J NOIA
President
ALLEGHENY POWER SYSTEM, INC.
By ALAN J. NOIA
President
AYP CAPITAL, INC.
By KLAUS BERGMAN
President
MONONGAHELA POWER COMPANY
By BENJAMIN H. HAYES
President
POTOMAC EDISON COMPANY
By ALAN J. NOIA
President
WEST PENN POWER COMPANY
By JAY S. PIFER
President
WEST PENN WEST VIRGINIA WATER
POWER COMPANY
By JAY S. PIFER
President
WEST VIRGINIA POWER AND
TRANSMISSION COMPANY
By JAY S. PIFER
President
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000003673
<NAME> ALLEGHENY POWER SYSTEM, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 5,057,426
<OTHER-PROPERTY-AND-INVEST> 16,327
<TOTAL-CURRENT-ASSETS> 507,594
<TOTAL-DEFERRED-CHARGES> 744,594
<OTHER-ASSETS> 36,284
<TOTAL-ASSETS> 6,362,225
<COMMON> 149,116
<CAPITAL-SURPLUS-PAID-IN> 963,269
<RETAINED-EARNINGS> 946,919
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,059,304
25,200
300,086
<LONG-TERM-DEBT-NET> 2,178,472
<SHORT-TERM-NOTES> 22,850
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 103,968
<LONG-TERM-DEBT-CURRENT-PORT> 28,000
1,200
<CAPITAL-LEASE-OBLIGATIONS> 3,374
<LEASES-CURRENT> 1,633
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,638,138
<TOT-CAPITALIZATION-AND-LIAB> 6,362,225
<GROSS-OPERATING-REVENUE> 2,451,684
<INCOME-TAX-EXPENSE> 129,751
<OTHER-OPERATING-EXPENSES> 1,933,792
<TOTAL-OPERATING-EXPENSES> 2,063,543
<OPERATING-INCOME-LOSS> 388,141
<OTHER-INCOME-NET> 8,138
<INCOME-BEFORE-INTEREST-EXPEN> 396,279
<TOTAL-INTEREST-EXPENSE> 156,432
<NET-INCOME> 283,293
20,096
<EARNINGS-AVAILABLE-FOR-COMM> 263,197
<COMMON-STOCK-DIVIDENDS> 193,951
<TOTAL-INTEREST-ON-BONDS> 112,702
<CASH-FLOW-OPERATIONS> 440,153
<EPS-PRIMARY> 2.23
<EPS-DILUTED> 2.23
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000067646
<NAME> MONONGAHELA POWER COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,062,262
<OTHER-PROPERTY-AND-INVEST> 60,137
<TOTAL-CURRENT-ASSETS> 145,266
<TOTAL-DEFERRED-CHARGES> 208,309
<OTHER-ASSETS> 509
<TOTAL-ASSETS> 1,476,483
<COMMON> 294,550
<CAPITAL-SURPLUS-PAID-IN> 2,517
<RETAINED-EARNINGS> 198,626
<TOTAL-COMMON-STOCKHOLDERS-EQ> 495,693
0
114,000
<LONG-TERM-DEBT-NET> 470,131
<SHORT-TERM-NOTES> 11,600
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 24,970
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 857
<LEASES-CURRENT> 118
<OTHER-ITEMS-CAPITAL-AND-LIAB> 359,114
<TOT-CAPITALIZATION-AND-LIAB> 1,476,483
<GROSS-OPERATING-REVENUE> 680,130
<INCOME-TAX-EXPENSE> 30,712
<OTHER-OPERATING-EXPENSES> 562,183
<TOTAL-OPERATING-EXPENSES> 592,895
<OPERATING-INCOME-LOSS> 87,235
<OTHER-INCOME-NET> 9,477
<INCOME-BEFORE-INTEREST-EXPEN> 96,712
<TOTAL-INTEREST-EXPENSE> 36,776
<NET-INCOME> 67,881
7,260
<EARNINGS-AVAILABLE-FOR-COMM> 60,621
<COMMON-STOCK-DIVIDENDS> 47,481
<TOTAL-INTEREST-ON-BONDS> 28,678
<CASH-FLOW-OPERATIONS> 121,423
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>All common stock is owned by parent, no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000079731
<NAME> THE POTOMAC EDISON COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,304,543
<OTHER-PROPERTY-AND-INVEST> 62,364
<TOTAL-CURRENT-ASSETS> 143,497
<TOTAL-DEFERRED-CHARGES> 118,193
<OTHER-ASSETS> 938
<TOTAL-ASSETS> 1,629,535
<COMMON> 447,700
<CAPITAL-SURPLUS-PAID-IN> 2,724
<RETAINED-EARNINGS> 207,722
<TOTAL-COMMON-STOCKHOLDERS-EQ> 658,146
25,200
36,378
<LONG-TERM-DEBT-NET> 604,749
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
1,200
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 303,862
<TOT-CAPITALIZATION-AND-LIAB> 1,629,535
<GROSS-OPERATING-REVENUE> 759,365
<INCOME-TAX-EXPENSE> 33,163
<OTHER-OPERATING-EXPENSES> 613,880
<TOTAL-OPERATING-EXPENSES> 647,043
<OPERATING-INCOME-LOSS> 112,322
<OTHER-INCOME-NET> 13,914
<INCOME-BEFORE-INTEREST-EXPEN> 126,236
<TOTAL-INTEREST-EXPENSE> 44,253
<NET-INCOME> 98,454
4,331
<EARNINGS-AVAILABLE-FOR-COMM> 94,123
<COMMON-STOCK-DIVIDENDS> 62,454
<TOTAL-INTEREST-ON-BONDS> 38,775
<CASH-FLOW-OPERATIONS> 134,259
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>All common stock is owned by parent, no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000105839
<NAME> WEST PENN POWER COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,004,212
<OTHER-PROPERTY-AND-INVEST> 100,228
<TOTAL-CURRENT-ASSETS> 235,417
<TOTAL-DEFERRED-CHARGES> 390,527
<OTHER-ASSETS> 1,474
<TOTAL-ASSETS> 2,731,858
<COMMON> 465,994
<CAPITAL-SURPLUS-PAID-IN> 55,687
<RETAINED-EARNINGS> 433,801
<TOTAL-COMMON-STOCKHOLDERS-EQ> 955,482
0
149,708
<LONG-TERM-DEBT-NET> 836,426
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 27,000
0
<CAPITAL-LEASE-OBLIGATIONS> 2,468
<LEASES-CURRENT> 906
<OTHER-ITEMS-CAPITAL-AND-LIAB> 759,868
<TOT-CAPITALIZATION-AND-LIAB> 2,731,858
<GROSS-OPERATING-REVENUE> 1,128,242
<INCOME-TAX-EXPENSE> 50,385
<OTHER-OPERATING-EXPENSES> 935,963
<TOTAL-OPERATING-EXPENSES> 986,348
<OPERATING-INCOME-LOSS> 141,894
<OTHER-INCOME-NET> 15,347
<INCOME-BEFORE-INTEREST-EXPEN> 157,241
<TOTAL-INTEREST-EXPENSE> 56,226
<NET-INCOME> 120,046
8,504
<EARNINGS-AVAILABLE-FOR-COMM> 111,542
<COMMON-STOCK-DIVIDENDS> 90,029
<TOTAL-INTEREST-ON-BONDS> 45,250
<CASH-FLOW-OPERATIONS> 207,921
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>All common stock is owned by parent, no EPS required.
</FN>
</TABLE>
