SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U5S
ANNUAL REPORT
For the year ended December 31, 1995
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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- 1 -
FORM U5S - ANNUAL REPORT
For the Calendar Year 1995
ITEMS
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1995
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 5,891,000 100 505,753 505,753
The Potomac Edison Company (PE) Electric 22,385,000 100 667,242 668,707
West Penn Power Company (1) (WPP) Electric 24,361,586 100 973,188 986,800
West Virginia Power and
Transmission Company* (2) 30,000 100 2,746 2,743
West Penn West Virginia
Water Power Company* (3) 5 100 (2) 1
Unsecured debt 12 12
AYP Capital, Inc. (AYP) (4) 100 100 1,266 1,266
Subsidiaries of More Than One
System Company
Allegheny Generating Company (AGC) Generating
Owners:
Monongahela Power Company 270 27 57,821 57,821
The Potomac Edison Company 280 28 59,963 59,963
West Penn Power Company 450 45 96,369 96,369
Allegheny Pittsburgh Coal Company* (APC) (5)
Owners:
Monongahela Power Company 2,500 25 (3,072) (3,072)
Unsecured debt 3,495 3,495
The Potomac Edision Company 2,500 25 (3,073) (3,073)
Unsecured debt 3,617 3,617
West Penn Power Company 5,000 50 (6,145) (6,145)
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) Unregulated nonutility.
(5) 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. 11578.
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ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS.
Calendar Year 1995
M, PE and WPP sold a Universal Spare Generator and
jack shaft to Westinghouse for $8,500,000.
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 1995, 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 1995
(Dollar Amounts in Thousands)
Name of
Company
Acquiring,
Redeeming,
or
Retiring Number of Shares or Principal Amount Commission
Name of Issuer and Title of Issue Securities Acquired Redeemed Retired Consideration Authorization
Monongahela Power Company:
$7.36 Series E Cumulative Preferred Stock
<S> <S> <C> <C> <C> <S>
(par $100) MP 50,000 shs 50,000 shs $ 5,168 Rule 42
$8.80 Series G Cumulative Preferred Stock
(par $100) MP 50,000 shs 50,000 shs $ 5,210 Rule 42
$7.92 Series H Cumulative Preferred Stock
(par $100) MP 50,000 shs 50,000 shs $ 5,176 Rule 42
$7.92 Series I Cumulative Preferred Stock
(par $100) MP 100,000 shs 100,000 shs $ 10,352 Rule 42
$8.60 Series J Cumulative Preferred Stock
(par $100) MP 150,000 shs 150,000 shs $15,500 Rule 42
8-7/8% First Mortgage Bonds MP $70,000 $70,000 $74,109 Rule 42
7-3/4% Pollution Control Bonds - MP $25,000 $25,000 $25,000 File 70-6179
Pleasants County
The Potomac Edison Company:
$7.00 Series D Cumulative Preferred Stock
(par $100) PE 50,000 shs 50,000 shs $ 5,160 Rule 42
$8.32 Series F Cumulative Preferred Stock
(par $100) PE 50,000 shs 50,000 shs $ 5,177 Rule 42
$8.00 Series G Cumulative Preferred Stock
(par $100) PE 100,000 shs 100,000 shs $10,325 Rule 42
$7.16 Series J Cumulative Preferred Stock
(par $100) PE 9,435 shs. 9,435 shs $ 911 File 70-7259
$7.16 Series J Cumulative Preferred Stock
(par $100) PE 254,565 shs 254,565 shs $26,824 Rule 42
9-1/4% First Mortgage Bonds PE $65,000 $65,000 $68,985 Rule 42
9-5/8% First Mortgage Bonds PE $80,000 $80,000 $85,264 Rule 42
7.30% Pollution Control Bonds - PE $21,000 $21,000 $21,000 File 70-6179
Pleasants County
West Penn Power Company:
$7.00 Series D Cumulative Preferred Stock
(par $100) WP 100,000 shs 100,000 shs $10,394 Rule 42
$7.12 Series E Cumulative Preferred Stock
(par $100) WP 100,000 shs 100,000 shs $10,349 Rule 42
$7.60 Series H Cumulative Preferred Stock
(par $100) WP 100,000 shs 100,000 shs $10,323 Rule 42
$7.64 Series I Cumulative Preferred Stock
(par $100) WP 100,000 shs 100,000 shs $10,316 Rule 42
$8.08 Series G Cumulative Preferred Stock
(par $100) WP 100,000 shs 100,000 shs $10,327 Rule 42
$8.20 Series J Cumulative Preferred Stock
(par $100) WP 200,000 shs 200,000 shs $20,660 Rule 42
9% First Mortgage Bonds WP $30,000 $30,000 $31,680 Rule 42
6.95% Pollution Control Bonds - WP $11,500 $11,500 $11,500 File 70-6179
Pleasants County
7% Pollution Control Bonds - WP $20,000 $20,000 $20,000 File 70-6179
Pleasants County
9-3/8% Pollution Control Bonds - WP $15,400 $15,400 $15,708 File 70-6505
Washington County
4-7/8% First Mortgage Bonds WP $27,000 $27,000 Rule 42
The amounts of consideration applicable to preferred stock and bonds shown above are exclusive of accrued dividends and
interest.
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ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES.
1. Nine investments aggregating $112,935, 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, 1995.
The following symbols are used in the tabulation:
CH - Chairman X - Member of Executive Committee
P - 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 Busines
Committee
C - Controller df - Director's fees
D - Director s - Salary
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued Allegheny The West
Allegheny Power Monongahela Potomac Penn
Power Service AYP Capital, Power Edison Power
System, Inc. Corporation Inc. Company Company Company
<S> <C> <C> <C> <C> <C> <C>
Eileen M. Beck S s S S S S S
12 E. 49th St., NY, NY
Klaus Bergman CH D F NB X s CH D X CH P D CH D O X CH D O X CH O X
12 E. 49th St., NY, NY
Nancy L. Campbell VP T s VP T VP T T T T
12 E. 49th St., NY, NY
Richard J. Gagliardi VP s VP
12 E. 49th St., NY, NY
Nancy H. Gormley (1) VP s VP VP
12 E. 49th St., NY, NY
Thomas K. Henderson s VP VP VP VP
12 E. 49th St., NY, NY
Kenneth M. Jones VP C s VP VP D
12 E. 49th St., NY, NY
Alan J. Noia P D X F NB s P D X VP D D O X D O X D O X
12 E. 49th St., NY, NY
Jay S. Pifer SVP s SVP P D O P D O P D O
800 Cabin Hill Drive
Greensburg, PA
Peter J. Skrgic SVP s SVP VP D D O VP D O D O
12 E. 49th St., NY, NY
Eleanor Baum df D F M D df D df D df D
51 Astor Pl., NY, NY
William L. Bennett df D A NB D df D df D df D
3501 Frontage Road
Tampa, FL
Wendell F. Holland df D A D df D df D df D
2500 One Liberty Place
Philadelphia, PA
Phillip E. Lint df D A F NB D df D df D df D
19 High Point Road
Westport, CT
Edward H. Malone df D F D df D df D df D
5601 Turtle Bay Drive
Naples, FL
Frank A. Metz, Jr. df D F M X D X df D X df D X df D X
P. O. Box 26
Sloatsburg, NY
Steven H. Rice df D X F M D X df D X df D X df D X
50 Main Street
White Plains, NY
Gunnar E. Sarsten df D NB M D df D df D df D
11436 Scarborough's
Neck Rd., P. O. Box 459
Belle Haven, VA
(1) Retired 1-1-96
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued Allegheny The West
Allegheny Power Monongahela Potomac Penn
Power Service AYP Capital, Power Edison Power
System, Inc. Corporation Inc. Company Company Company
<S> <C> <C> <C> <C> <C> <C>
Peter L. Shea df D A NB D df D df D df D
515 Madison Ave., NY, NY
Marvin A. Bomar VP s
1310 Fairmont Avenue
Fairmont, WV
Richard E. Myers (1) s C
1310 Fairmont Avenue
Fairmont, WV
Robert R. Winter VP s VP VP
800 Cabin Hill Drive
Greensburg, PA
Thomas J. Kloc C C C s C C
10435 Downsville Pike
Hagerstown, MD
James D. Latimer VP VP s VP
10435 Downsville Pike
Hagerstown, MD
Richard S. Roschli VP s
10435 Downsville Pike
Hagerstown, MD
Dale F. Zimmerman (1) s S T
10435 Downsville Pike
Hagerstown, MD
Charles S. Ault VP s
800 Cabin Hill Drive
Greensburg, PA
Ralph F. Haffner (1) s
800 Cabin Hill Drive
Greensburg, PA
Kenneth D. Mowl (2) s S T
800 Cabin Hill Drive
Greensburg, PA
(1) Retired 1-1-96
(2) Resigned 1-1-96
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Item 6. OFFICERS AND DIRECTORS - continued
<S> <C> <C> <C> <C> <C> <C>
PART I. - Continued Allegheny The West
Allegheny Power Monongahela Potomac Penn
Power Service AYP Capital, Power Edison Power
System, Inc. Corporation Inc. Company Company Company
John D. Brodt
P. O. Box 468
Piketon, OH
William N. D'Onofrio
One Summit Square
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 Street
Columbus, OH
David L. Hart
1 Riverside Plaza
Columbus, OH
Chris Hermann
P. O. Box 32030
Louisville, KY
Allen M. Hill
P. O. Box 1247
Dayton, OH
Willard R. Holland
73 S. Main Street
Akron, OH
J. Gordon Hurst
20 NW Fourth Street
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 Square
Fort Wayne, IN
Jackson H. Randolph
P. O. Box 960
Cincinnati, OH
Ronald G. Reherman
20 NW Fourth Street
Evansville, IN
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Item 6. OFFICERS AND DIRECTORS - continued
<S> <C> <C> <C> <C> <C> <C>
PART I. - Continued Allegheny The West
Allegheny Power Monongahela Potomac Penn
Power Service AYP Capital, Power Edison Power
System, Inc. Corporation Inc. Company Company Company
Joseph H. Vipperman
40 Franklin Road
Roanoke, VA
Michael R. Whitley
1 Quality Street
Lexington, KY
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued West Penn Indiana-
Allegheny Allegheny West Virginia West Virginia Ohio Valley Kentucky
Generating Pittsburgh Power and Water Power Electric Electric
Company Coal Company Transmission Company Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
Eileen M. Beck S S S
12 E. 49th St., NY, NY
Klaus Bergman CH P D P D D X
12 E. 49th St., NY, NY
Nancy L. Campbell T T T
12 E. 49th St., NY, NY
Richard J. Gagliardi
12 E. 49th St., NY, NY
Nancy H. Gormley (1)
12 E. 49th St., NY, NY
Thomas K. Henderson D
12 E. 49th St., NY, NY
Kenneth M. Jones VP D D VP D
12 E. 49th St., NY, NY
Alan J. Noia VP D VP D P D
12 E. 49th St., NY, NY
Jay S. Pifer VP D D VP P D
800 Cabin Hill Drive
Greensburg, PA
Peter J. Skrgic VP D D D D D X
12 E. 49th St., NY, NY
Eleanor Baum
51 Astor Place, NY, NY
William L. Bennett
3501 Frontage Road
Tampa, FL
Phillip E. Lint
19 High Point Road
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
Steven H. Rice
50 Main Street
White Plains, NY
Gunnar E. Sarsten
11436 Scarborough's Neck Rd.
P. O. Box 459
Belle Haven, VA
(1) Retired 1-1-96
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued
West Penn Indiana-
Allegheny Allegheny West Virginia West Virginia Ohio Valley Kentucky
Generating Pittsburgh Power and Water Power Electric Electric
Company Coal Company Transmission Company Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
Peter L. Shea
515 Madison Ave., NY, NY
Marvin A. Bomar VP D
1310 Fairmont Avenue
Fairmont, WV
Richard E. Myers (1) C
1310 Fairmont Avenue
Fairmont, WV
Robert R. Winter VP D
800 Cabin Hill Drive
Greensburg, PA
Thomas J. Kloc C C C C D
14035 Downsville Pike
Hagerstown, MD
James D. Latimer D
10435 Downsville Pike
Hagerstown, MD
Dale F. Zimmerman (1)
10435 Downsville Pike
Hagerstown, MD
Charles S. Ault
800 Cabin Hill Drive
Greensburg, PA
Ralph F. Haffner (1) D
800 Cabin Hill Drive
Greensburg, PA
Kenneth D. Mowl S T
800 Cabin Hill Drive
Greensburg, PA
(1) Retired 1-1-96
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued
West Penn Indiana-
Allegheny Allegheny West Virginia West Virginia Ohio Valley Kentucky
Generating Pittsburgh Power and Water Power Electric Electric
Company Coal Company Transmission Company Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
John D. Brodt s S T S T
P. O. Box 468
Piketon, OH
William N. D'Onofrio D
One Summit Square
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 Street
Columbus, OH
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 D X D X
73 S. Main Street
Akron, OH
J. Gordon Hurst D
20 NW Fourth Street
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
Richard C. Menge D
One Summit Square
Fort Wayne, IN
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Item 6. OFFICERS AND DIRECTORS - continued
PART I. - Continued
West Penn Indiana-
Allegheny Allegheny West Virginia West Virginia Ohio Valley Kentucky
Generating Pittsburgh Power and Water Power Electric Electric
Company Coal Company Transmission Company Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
Jackson H. Randolph D X
P. O. Box 960
Cincinnati, OH
Ronald G. Reherman D D
20 NW Fourth Street
Evansville, IN
Joseph H. Vipperman D
40 Franklin Road
Roanoke, VA
Michael R. Whitley D
1 Quality Street
Lexington, KY
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Item 6. OFFICERS AND DIRECTORS (continued)
Part II. Financial connections of officers and directors as of December 31, 1995
<S> <C> <C> <C>
Name of Officer Name and Location of Positions Held in Applicable
or Director Financial Institution Financial Institution Exemption Rule
M. R. Edelman Society National Bank Director Pub. Utility Holding
Cleveland, OH Company Act
Section 3(a)(1)
A. M. Hill Citizens Federal Bank, Director No interlocking
S.F.B. authority required
Dayton, OH
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. 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 Bancshares Inc. Director No interlocking
Evansville, IN authority required
J. H. Vipperman First Union Director No interlocking
Roanoke VA authority required
M. R. Whitley LFS Bancorp, Inc. Director No interlocking
Lexington, KY authority required
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ITEM 6. OFFICERS AND DIRECTORS (continued)
PART III. Disclosures for 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 1995 of APS, M, PE, WP, and
AGC on pages 15 through 21 and of the APS Proxy Statement on pages 22
through 25. The executive officers of APS are also executive officers of
APSC and receive their compensation from APSC as shown on page 5 and
together with the directors owned beneficially 85,994 shares of common
stock of APS. 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.
(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
$190,409, 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, M, PE, WPP
(from 1995 Form 10-K)
ITEM 11. EXECUTIVE COMPENSATION
During 1995, and for 1994 and 1993, the annual compensation paid by 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 the System
whose cash compensation exceeded $100,000 was as follows:
Summary Compensation Tables (a)
APS(b), Monongahela, Potomac Edison, West Penn and AGC(c)
Annual Compensation
Other All
Name Annual Other
and Compen- Compen-
Principal sation sation
Position(d) Year Salary($) Bonus($)(e) ($)(f) ($)(g)(h)
<S> <C> <C> <C> <C> <C>
Klaus Bergman, 1995 515,000 187,500 63,677
Chief Executive 1994 485,004 120,000 91,458
Officer 1993 460,008 90,000 46,889
Alan J. Noia, 1995 305,000 120,000 48,983
President and 1994 236,336 57,000 47,867
Chief Operating Officer 1993 212,500 37,000 20,107
Peter J. Skrgic, 1995 238,000 73,800 37,830
Senior Vice President 1994 213,336 50,000 57,253
1993 185,004 38,000 (i) 18,678
Jay S. Pifer, 1995 220,000 72,600 34,098
President of each 1994 189,996 39,000 50,630
Operating Subsidiary 1993 175,500 25,000 18,093
Nancy H. Gormley, 1995 187,500 42,000 51,776(k)
Vice President (j) 1994 175,008 37,000 22,478
1993 162,504 28,000 15,446
(a) In 1995, Allegheny Power put into effect a unified management structure in which executive management
positions were consolidated. The individuals appearing in this chart perform policy-making functions for
each of the Registrants. The compensation shown is for all services in all capacities to APS, APSC and
the Subsidiaries. All salaries and bonuses of these executives are paid by APSC.
(b) APS has no paid employees.
(c) AGC has no paid employees.
(d) See Executive Officers of the Registrants for all positions held.
(e) Incentive awards are based upon performance in the year in which the figure appears but are paid in the
first or second quarter of the following year. The incentive award plan will be continued for 1996.
(f) 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.
(g) 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. Some 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 (d) on the following page. 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 1995, 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
$59,177 and $4,500; Mr. Noia $44,483 and $4,500; Mr. Skrgic $33,855 and $3,975; Mr. Pifer $29,598 and
$4,500; and Ms. Gormley $24,199 and $4,500, respectively.
(h) 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. A
second cycle began January 1, 1995 and will end on December 31, 1997. A third cycle began January 1, 1996
and will end on December 31, 1998. After completion of all cycles, performance share awards or cash may
be granted if performance criteria have been met. Since the Plan cycles are not completed, no awards have
been granted and the amount which any named executive officer will receive has not yet been determined.
(i) Although less than 10% of total annual salary and bonus, Mr. Skrgic received a $15,000 housing allowance
in 1993.
(j) Retired effective January 1, 1996.
(k) Included in this amount is $23,077 representing accrued vacation for which she was paid.
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ITEM 6. Part III (continued)
(1) APS, AGC, M, PE, WPP
(from 1995 Form 10-K)
DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE (a)
APS(b), Monongahela, Potomac Edison, West Penn and AGC(c)
Estimated
Name and Capacitites Annual Benefits
In Which Served on Retirement (d)
<S> <C>
Klaus Bergman, $242,212
Chairman of the Board and
Chief Executive Officer (e)(f)(g)
Alan J. Noia, President 183,002
and Chief Operating Officer (e)(g)
Peter J. Skrgic, 142,805
Senior Vice President (e)(g)
Jay S. Pifer, 129,063
President of each of
the Operating Subsidiaries (e)(g)
Nancy H. Gormley, 95,921
Vice President (e)(h)
(a) In 1995, Allegheny Power put into effect a unified management structure in which executive management
positions were consolidated. The individuals appearing in this chart perform policy-making functions for
each of the Registrants.
(b) APS has no paid employees.
(c) AGC has no paid employees.
(d) 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. 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 SEC is described and included in the "All Other Compensation" column on page 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 1995, 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.
(e) See Executive Officers of the Registrants for all positions held.
(f) Mr. Bergman is retiring effective June 1, 1996 as Chief Executive Officer.
(g) The total estimated annual benefits on retirement payable to Messrs. Bergman, Noia, Pifer, and Skrgic for
services in all capacities to APS, APSC and the Subsidiaries is set forth in the table.
(h) Ms. Gormley retired effective January 1, 1996. The actual amount she is receiving for services in all
capacities to APS, APSC and the Subsidiaries is set forth in the table.
</TABLE>
<PAGE>
ITEM 6. Part III (continued)
(1) APS, AGC, M, PE, WPP
(from 1996 Proxy Statement)
Employment Contracts
The Company has entered into employment contracts with certain of
the named and other 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 the
Company (as defined in the Agreements), and (ii) the employee's obligation
to continue his 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 the Company 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 the Company maintaining existing benefits for the employee and the
employee's dependents for a period of three years. Each Agreement initially
expires on December 31, 1998 but will be automatically extended for one year
periods thereafter unless either the Company or the employee gives notice
otherwise. Notwithstanding the delivery of such notice, the Agreements will
continue in effect for thirty-six months after a Change in Control.
Compensation of Directors
In 1995, directors who were not officers or employees (outside
directors) received for all services to the Company and System companies (a)
$16,000 in retainer fees, (b) $800 for each committee meeting attended,
except Executive Committee meetings for which such fees are $200, and (c)
$250 for each Board meeting of the Company and Monongahela, Potomac Edison,
and West Penn 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. In addition
to the foregoing compensation, (a) the Chairperson of each committee other
than the Executive Committee receives an additional fee of $4,000 per
year; (b) outside directors of the Company receive 200 shares of Common Stock
pursuant to the Allegheny Power System, Inc. Restricted Stock Plan for
Outside Directors; and (c) under the Allegheny Power System Board of
Directors' Retirement Plan, outside directors will receive an annual
pension equal to the retainer fee paid to them at the time of their retirement,
providing the director has at least five years of service and, except under
special circumstances, serves until age 65.
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part III (continued)
(1) APS, AGC, M, PE, WPP
(from 1995 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 December 31, 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>
Eleanor Baum APS,MP,PE,WP 2,200 Less than .01%
William L. Bennett APS,MP,PE,WP 2,749 "
Klaus Bergman APS,MP,PE,WP,AGC 11,390 "
Stanley I. Garnett, II* APS,MP,PE,WP,AGC 4,911 "
Nancy H. Gormley** APS, MP 6,185 "
Wendell F. Holland APS,MP,PE,WP 350 "
Phillip E. Lint APS,MP,PE,WP 810 "
Edward H. Malone APS,MP,PE,WP 1,668 "
Frank A. Metz, Jr. APS,MP,PE,WP 2,275 "
Alan J. Noia APS,MP,PE,WP,AGC 12,436 "
Jay S. Pifer APS,MP,PE,WP 8,595 "
Steven H. Rice APS,MP,PE,WP 2,512 "
Gunnar E. Sarsten APS,MP,PE,WP 6,200 "
Peter L. Shea APS,MP,PE,WP 1,800 "
Peter J. Skrgic APS,MP,PE,WP,AGC 6,198 "
All directors and executive officers
of APS as a group (19 persons) 85,994 Less than .075%
All directors and executive officers
of MP as a group (24 persons) 110,839 "
All directors and executive officers
of PE as a group (22 persons) 98,461 "
All directors and executive officers
of WP as a group (23 persons) 98,629 "
All directors and executive officers
of AGC as a group (9 persons) 54,235 "
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).
* Mr. Garnett resigned effective December 1, 1995.
** Ms. Gormley retired effective January 1, 1996.
</TABLE>
<PAGE>
ITEM 6. Part III (continued)
(1) APS, AGC, M, PE, WPP
(from 1995 Form 10-K)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the relocation of the New York office,
Allegheny Power made available to each employee involved in the
relocation an interest-free loan of up to 95% of the appraised equity in
the employee's current residence for the purchase of a new residence.
The loans must be repaid to Allegheny Power upon actual relocation. In
addition, interest paid by an employee on a new mortgage will be
reimbursed by Allegheny Power until the actual date of relocation. On
October 10, 1995, Allegheny Power made an interest-free loan in the
amount of $215,000 to Richard J. Gagliardi, a Vice President of APS. On
December 7, 1995, Allegheny Power made an interest-free loan in the
amount of $75,000 to Thomas K. Henderson, a Vice President of
Monongahela, Potomac Edison and West Penn. On January 5, 1996,
Allegheny Power made an interest-free loan in the amount of $61,000 to
Peter J. Skrgic, a Senior Vice President of APS and a Vice President of
Potomac Edison and AGC. Appropriate monthly interest payments as
described above also have been and will be paid.
<PAGE>
ITEM 6. Part III (continued)
(1) APS
(from 1996 Proxy Statement)
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 Committee believes that with the advent of competition to
this industry a larger portion of compensation should be included
in incentive plans. For 1996 compensation both of the incentive
plans detailed below will include more pay "at risk", while at the
same time limiting changes in base salary.
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 - 23 or more in recent years. The
survey companies are either similar in type and size to the
System, contiguous to our geographic territory, or have a similar
fuel mix.
<PAGE>
In 1995, 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 1995, 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
1995 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 of the System
companies. 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,
competitive position, 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 attract,
retain and motivate 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) quality and cost of
service to customers and System performance, including competitive
position. 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 1995 Incentive Plan were determined by the
Committee, and participants could earn up to 1-1/4 times the
<PAGE>
target award. For the CEO and other named officers for the 1995
Incentive Plan the targets were $150,000 for the CEO and from
$40,000 to $100,000 for the others. Targets for other participants
were 20% or less of 1995 base compensation. Incentive Plan awards
earned are paid in the year after the year for which they are
earned. Awards earned for performance in 1993, 1994 and 1995 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), 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. Eight executive officers of the
Company were selected by the Management Review Committee to
participate in Cycle I (1994-1996) and six were selected to
participate in Cycle II (1995-1997) 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 Cycle I target awards under the Performance Plan are a
flat dollar amount ranging from $45,000 to $170,000 for the CEO.
The Cycle II target awards are a flat dollar amount ranging from
$60,000 to $175,000 for the CEO. Awards will be determined in
1997 for Cycle I, and in 1998 for Cycle II, after the completion
of each 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 third cycle
became effective January 1, 1996, will be for the period 1996-1998
and will include 11 executives.
_______________
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
context of the Company's overall financial and operating
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 primarily on 1995
corporate financial results, including changes in earnings per
share, quality of earnings, dividends paid per share, and dividend
payout ratios. The overall quality and cost of service rendered
to customers; and overall System performance, including
competitive position, were also considered. Mr. Bergman's 1995
total compensation reflected the Committee's evaluation of his
performance and the described 1995 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
<PAGE>
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
(a) Expenditures, disbursements, or payments during the year,
in money, goods or services, directly or indirectly to or
for the account of any political party, candidate for
public office or holder of such office, or any committee
or agent therefor (or any officer or employee acting as
such).
None.
(b) Expenditures, disbursements, or payments during the year,
in money, goods or services, directly or indirectly to or
for the account of any citizens' group, taxpayers' group,
or public relations counsel (or any officer or employee
acting as such).
None.
<PAGE>
<TABLE>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Calendar Year 1995
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 $589,122 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 1995.
West Penn Power Company tests meters for The Potomac Edison Company. The compensation for this service was $63,835 in 1995.
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 $1,322,304 12/27/56 Yes
technical and administrative Service Corporation Corporation
Engineering, drafting and other American Electric Power Indiana-Kentucky $1,731,693 12/27/56 Yes
technical and administrative Service Corporation Electric Corporation
Maintenance Services Appalachian Power Ohio Valley Electric $ 386,737 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 a Maintenance Service Contract (effective 1/1/79) with Appalachian Power Company. The compensation for each of these
contracts was less than $100,000 in 1995.
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, 1995, together with the reports of Price Waterhouse LLP with
respect thereto, all dated February 1, 1996 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 1, 1996
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 incorporated by reference
to the Form U5S for 1994, Appendix 2, Exhibit D.
EXHIBIT E. None
EXHIBIT F. None
<PAGE>
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 THOMAS K. HENDERSON
Thomas K. Henderson
Counsel for
Allegheny Power System, Inc.
Dated: April 29, 1996
<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, 1995 A-1, 2 B-1, 2 C-1 C-4
Statements of Income -
Year ended December 31, 1995 A-3 B-3 C-2 C-5
Statements of Retained Earnings
and Other Paid-in Capital -
Year ended December 31, 1995 A-4 B-4 - -
Statements of Cash Flows
Year ended December 31, 1995 A-5 B-5 C-3 C-6
Long-Term Debt of Subsidiaries -
December 31, 1995 A-6, 7, 8 - - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-1
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1995
(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 - 1,749 1,821,613 2,050,835 3,097,522 6,971,719
Accumulated depreciation - (958) (747,013) (729,653) (1,063,399)(2,541,023)
Investments and other assets:
Securities of subsidiaries consolidated:
Common stock, at equity 2,147,499 - - - - 2,147,499
Excess of cost over book equity at acquisition 15,077 - - - - 15,077
Investment in APC:
Common stock, at equity - - (3,072) (3,073) (6,145) (12,290)
Advances - - 3,495 3,617 7,061 14,173
AGC - common stock, at equity - - 57,821 59,963 96,369 214,153
Securities of associated company 1,250 - - - - 1,250
Nonutility investment - - - - - -
Benefit plan's investments 47,545 - - - - 47,545
Other - 9 - 324 323 656
Current assets:
Cash and temporary cash investments 99 35 117 2,953 717 3,921
Accounts receivable:
Electric service - - 74,026 94,594 150,415 319,035
Allowance for uncollectible accounts - - (2,267) (1,344) (9,436) (13,047)
Affiliated and other 23 19,073 11,576 2,917 20,183 53,772
Notes receivable from affiliates 2,090 - - - - 2,090
Materials and supplies - at average cost:
Operating and construction - - 21,297 26,414 36,660 84,371
Fuel - - 20,305 19,148 32,445 71,898
Prepaid taxes - 996 17,778 13,748 12,863 45,385
Deferred income taxes - - 7,972 - 21,024 28,996
Other 58 - 4,857 3,158 4,881 12,954
Deferred charges:
Regulatory assets - - 164,900 80,693 342,150 587,743
Unamortized loss on reacquired debt - - 16,174 18,926 12,256 47,356
Other 8 1,955 11,012 11,224 15,275 39,474
Total assets 2,213,649 22,859 1,480,591 1,654,444 2,771,164 8,142,707
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-1a
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1995
(000's) APS Inc.
Combined Eliminations, Consolidated
ASSETS Subtotal APC AGC AYP Totals etc. Totals
Property, plant and equipment:
<S> <C> <C> <C> <C> <C> <S> <C>
At original cost 6,971,719 4,040 836,894 17 7,812,670 - 7,812,670
Accumulated depreciation (2,541,023) (16)(159,037) (1)(2,700,077) - (2,700,077)
Investments and other assets:
Securities of subsidiaries
consolidated:
Common stock, at equity 2,147,499 - - - 2,147,499 (2,147,499)(1) -
Excess of cost over book
equity at acquisition 15,077 - - - 15,077 - 15,077
Investment in APC:
Common stock, at equity (12,290) - - - (12,290) 12,290 (1) -
Advances 14,173 - - - 14,173 (14,173)(2) -
AGC - common stock, at equity 214,153 - - - 214,153 (214,153)(1) -
Securities of associated company 1,250 - - - 1,250 - 1,250
Nonutility investment - - - 1,075 1,075 - 1,075
Benefit plan's investments 47,545 - - - 47,545 - 47,545
Other 656 - - - 656 - 656
Current assets:
Cash and temporary cash investments 3,921 5 32 17 3,975 (108)(3) 3,867
Accounts receivable:
Electric service 319,035 - - - 319,035 - 319,035
Allowance for uncollectible accounts (13,047) - - - (13,047) - (13,047)
Affiliated and other 53,772 - 5,276 62 59,110 (43,181)(3) 15,924
(5)(2)
Notes receivable from affiliates 2,090 - - - 2,090 (2,090)(2) -
Materials and supplies - at average cost:
Operating and construction 84,371 - 2,050 - 86,421 - 86,421
Fuel 71,898 - - - 71,898 - 71,898
Prepaid taxes 45,385 - 19 - 45,404 - 45,404
Deferred income taxes 28,996 20 - - 29,016 (361)(11) 28,655
Other 12,954 - 210 - 13,164 - 13,164
Deferred charges:
Regulatory assets 587,743 - 14,617 - 602,360 - 602,360
Unamortized loss on reacquired debt 47,356 - 9,899 - 57,255 - 57,255
Other 39,474 - 327 276 40,077 (1,894)(11) 38,183
Total assets 8,142,707 4,049 710,287 1,446 8,858,489 (2,411,174) 6,447,315
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-2
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1995
(000's)
CAPITALIZATION AND LIABILITIES APS APSC MP PE WPP Subtotal
(see page B-2)
Capitalization:
<S> <C> <S> <C> <C> <C> <C>
Common stock of Allegheny Power System, Inc. 150,876 - - - - 150,876
Common stock of affiliate consolidated - - - - - -
Common stock of subsidiaries consolidated - 50 294,550 447,700 465,994 1,208,294
Other paid-in capital 995,701 - 2,441 2,690 55,475 1,056,307
Retained earnings 983,340 - 208,762 216,852 451,719 1,860,673
Preferred stock of subsidiaries - - 74,000 16,378 79,708 170,086
Long-term debt and QUIDS - - 489,994 628,854 904,669 2,023,517
(see pages A-6, A-7, A-8)
Notes and advances payable to affiliates - - - - - -
Current liabilities:
Short-term debt 78,695 - 29,868 21,637 70,218 200,418
Long-term debt due within one year - - 18,500 18,700 - 37,200
Notes payable to affiliates - - - - - -
Accounts payable to affiliates 24 35 9,937 19,565 12,293 41,854
Accounts payable - others 4,103 2,111 24,581 28,931 86,935 146,661
Taxes accrued:
Federal and state income - 39 8,069 3,293 4,128 15,529
Other - 501 20,749 12,603 20,149 54,002
Interest accrued:
Affiliate - - - - - -
Other 495 - 8,578 9,638 15,890 34,601
Deferred power costs - - 14,202 134 12,399 26,735
Other 85 19,427 16,195 14,952 20,377 71,036
Deferred credits and other liabilities:
Unamortized investment credit - - 22,590 25,816 50,366 98,772
Deferred income taxes - - 206,616 155,432 469,559 831,607
Regulatory liabilities - - 20,183 15,255 35,077 70,515
Other 330 696 10,776 16,014 16,208 44,024
Total capitalization and liabilities 2,213,649 22,859 1,480,591 1,654,444 2,771,164 8,142,707
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-2a
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1995
(000's)
APS Inc.
Combined Eliminations, Consolidated
CAPITALIZATION AND LIABILITIES Subtotal APC AGC AYP Totals etc. Totals
Capitalization:
<S> <C> <C> <C> <C> <C> <C> <C>
Common stock of Allegheny Power System, Inc. 150,876 - - - 150,876 - 150,876
Common stock of affiliate consolidated - 1 1 - 2 (2)(1) -
Common stock of subsidiaries consolidated 1,208,294 - - 1 1,208,295 (1,208,295)(1) -
Other paid-in capital 1,056,307 555 209,999 1,837 1,268,698 (272,997)(1) 995,701
Retained earnings 1,860,673 (12,846) 4,153 (572) 1,851,408 (868,068)(1) 983,340
Preferred stock of subsidiaries 170,086 - - - 170,086 - 170,086
Long-term debt and QUIDS 2,023,517 - 249,709 - 2,273,226 - 2,273,226
(see pages A-6, A-7, A-8)
Notes and advances payable to affiliates - 14,173 - - 14,173 (14,173)(2) -
Current liabilities:
Short-term debt 200,418 - - - 200,418 - 200,418
Long-term debt due within one year 37,200 - 6,375 - 43,575 - 43,575
Notes payable to affiliates - 2,090 - - 2,090 (2,090)(2) -
Accounts payable to affiliates 41,854 1 16 179 42,050 (42,050)(3) -
Accounts payable - others 146,661 - - - 146,661 (1,239)(3) 145,422
Taxes accrued:
Federal and state income 15,529 70 - - 15,599 - 15,599
Other 54,002 - 113 1 54,116 - 54,116
Interest accrued:
Affiliate - 5 - - 5 (5)(2) -
Other 34,601 - 5,151 - 39,752 - 39,752
Deferred power costs 26,735 - - - 26,735 - 26,735
Other 71,036 - 237 - 71,273 (361)(11) 70,912
Deferred credits and other liabilities:
Unamortized investment credit 98,772 - 50,987 - 149,759 - 149,759
Deferred income taxes 831,607 - 156,091 - 987,698 (1,894)(11) 985,804
Regulatory liabilities 70,515 - 27,455 - 97,970 - 97,970
Other 44,024 - - - 44,024 - 44,024
Total capitalization and liabilities 8,142,707 4,049 710,287 1,446 8,858,489 (2,411,174) 6,447,315
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-3
CONSOLIDATING STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 1995
(000's)
APS APSC MP PE WPP Subtotal
Electric operating revenues: (see page B-3)
<S> <C> <C> <C> <C> <C> <C>
Residential - - 209,066 316,714 401,186 926,966
Commercial - - 124,456 145,096 224,144 493,696
Industrial - - 212,427 200,887 356,937 770,251
Nonaffiliated utilities - - 90,916 125,892 168,215 385,023
Affiliated companies - 113,851 73,216 2,525 44,294 233,886
Other - - 12,400 27,904 31,565 71,869
Total operating revenues - 113,851 722,481 819,018 1,226,341 2,881,691
Operating expenses:
Operation:
Fuel - - 136,696 134,461 237,376 508,533
Purchased power and exchanges, net - - 176,381 245,630 274,705 696,716
Deferred power costs, net - - 19,648 13,057 15,091 47,796
Other 2,711 108,728 81,136 94,688 148,781 436,044
Maintenance - 1,212 74,416 62,146 118,162 255,936
Depreciation - 274 57,864 68,826 112,334 239,298
Taxes other than income taxes - 3,762 38,552 47,630 89,694 179,638
Federal and state income taxes - (172) 41,833 36,936 61,745 140,342
Total operating expenses 2,711 113,804 626,526 703,374 1,057,888 2,504,303
Operating income (2,711) 47 95,955 115,644 168,453 377,388
Other income and deductions:
Allowance for other than borrowed funds used
during construction - - 446 1,053 2,974 4,473
Other, net 248,012 5 9,237 12,047 12,287 281,588
Total other income and deductions 248,012 5 9,683 13,100 15,261 286,061
Income before interest charges and
preferred dividends 245,301 52 105,638 128,744 183,714 663,449
Interest charges and preferred dividends:
Interest on long-term debt - - 37,244 49,110 64,571 150,925
Other interest 5,609 52 2,628 2,066 3,331 13,686
Allowance for borrowed funds
used during construction - - (948) (698) (2,067) (3,713)
Dividends on preferred stock of subsidiaries - - - - - -
Total interest charges and preferred dividends 5,609 52 38,924 50,478 65,835 160,898
Net income 239,692 - 66,714 78,266 117,879 502,551
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-3a
CONSOLIDATING STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 1995
(000's) APS Inc.
Combined Eliminations, Consolidated
Subtotal APC AGC AYP Totals etc. Totals
Electric operating revenues:
<S> <C> <C> <C> <C> <C> <C> <C>
Residential 926,966 - - - 926,966 - 926,966
Commercial 493,696 - - - 493,696 - 493,696
Industrial 770,251 - - - 770,251 - 770,251
Nonaffiliated utilities 385,023 - - - 385,023 - 385,023
Affiliated companies 233,886 - 86,970 - 320,856 (207,005)(4) -
(113,851)(5)
Other 71,869 - - - 71,869 3 (4) 71,872
Total operating revenues 2,881,691 - 86,970 - 2,968,661 (320,853) 2,647,808
Operating expenses:
Operation:
Fuel 508,533 - - - 508,533 - 508,533
Purchased power and exchanges, net 696,716 - - - 696,716 (186,016)(4) 510,700
Deferred power costs, net 47,796 - - - 47,796 - 47,796
Other 436,044 - 3,842 - 439,886 (20,447)(4) 306,795
(112,644)(5)
Maintenance 255,936 - 1,899 - 257,835 (1,212)(5) 256,623
Depreciation 239,298 - 17,018 - 256,316 - 256,316
Taxes other than income taxes 179,638 - 5,091 - 184,729 - 184,729
Federal and state income taxes 140,342 - 13,552 - 153,894 309 (8) 154,203
Total operating expenses 2,504,303 - 41,402 - 2,545,705 (320,010) 2,225,695
Operating income 377,388 - 45,568 - 422,956 (843) 422,113
Other income and deductions:
Allowance for other than borrowed funds used
during construction 4,473 - - - 4,473 - 4,473
539 (4)
309 (8)
(33,194)(1)
(5)(5)
(113)(6)
Other, net 281,588 (236) 17 (572) 280,797 (1,356)(7) 6,224
(240,753)(9)
Total other income and deductions 286,061 (236) 17 (572) 285,270 (274,573) 10,697
Income before interest charges and
preferred dividends 663,449 (236) 45,585 (572) 708,226 (275,416) 432,810
Interest charges and preferred dividends:
Interest on long-term debt 150,925 - 16,859 - 167,784 (585)(7) 167,199
Other interest 13,686 113 1,502 - 15,301 (113)(6) 14,417
(771)(7)
Allowance for borrowed funds used
during construction (3,713) - - - (3,713) - (3,713)
Dividends on preferred stock of subsidiaries - - - - - 15,215 (10) 15,215
Total interest charges and preferred
dividends 160,898 113 18,361 - 179,372 13,746 193,118
Net income 502,551 (349) 27,224 (572) 528,854 (289,162) 239,692
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-4
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS AND OTHER PAID-IN CAPITAL
FOR YEAR ENDED DECEMBER 31, 1995
(000's)
APS MP PE WPP Subtotal
RETAINED EARNINGS (see page B-4)
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1995 946,919 198,626 207,722 433,801 1,787,068
Add:
Net Income 239,692 66,714 78,266 117,879 502,551
Total 1,186,611 265,340 285,988 551,680 2,289,619
Deduct:
Dividends on common stock of Allegheny Power
System, Inc. 197,764 - - - 197,764
Dividends on capital stock of subsidiary companies:
Preferred - 6,555 2,456 6,204 15,215
Common - 48,660 64,693 91,600 204,953
Charges on redemption of preferred stock 5,507 1,363 1,987 2,157 11,014
Total deductions 203,271 56,578 69,136 99,961 428,946
Balance at December 31, 1995 983,340 208,762 216,852 451,719 1,860,673
OTHER PAID-IN CAPITAL
Balance at January 1, 1995 963,269 2,517 2,724 55,687 1,024,197
Add (Deduct):
Excess of amounts received from sales of
common stock over the par value thereof 32,754 - - - 32,754
Expenses related to preferred
stock transactions (322) (76) (34) (212) (644)
Balance at December 31, 1995 995,701 2,441 2,690 55,475 1,056,307
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-4a
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS AND OTHER PAID-IN CAPITAL
FOR YEAR ENDED DECEMBER 31, 1995
(000's) APS Inc.
Combined Eliminations, Consolidated
Subtotal APC AGC AYP Totals etc. Totals
RETAINED EARNINGS
<S> <C> <C> <C> <S> <C> <C> <C>
Balance at January 1, 1995 1,787,068 (12,497) 12,729 - 1,787,300 (840,381) 946,919
Add:
Net Income 502,551 (349) 27,224 (572) 528,854 (289,162) 239,692
Total 2,289,619 (12,846) 39,953 (572) 2,316,154 (1,129,543) 1,186,611
Deduct:
Dividends on common stock of Allegheny Power
System, Inc. 197,764 - - - 197,764 - 197,764
Dividends on capital stock of
subsidiary companies:
Preferred 15,215 - - - 15,215 (15,215)(10) -
Common 204,953 - 35,800 - 240,753 (240,753)(9) -
Charges on redemption
of preferred stock 11,014 - - - 11,014 (5,507)(1) 5,507
Total deductions 428,946 - 35,800 - 464,746 (261,475) 203,271
Balance at December 31, 1995 1,860,673 (12,846) 4,153 (572) 1,851,408 (868,068) 983,340
OTHER PAID-IN CAPITAL
Balance at January 1, 1995 1,024,197 555 209,999 - 1,234,751 (271,482) 963,269
Add (Deduct):
Excess of amounts received from sales of
common stock over the par value thereof 32,754 - - 1,837 34,591 (1,837)(1) 32,754
Expenses related to preferred
stock transactions (644) - - - (644) 322 (1) (322)
Balance at December 31, 1995 1,056,307 555 209,999 1,837 1,268,698 (272,997) 995,701
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARY COMPANIES A-5
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR YEAR ENDED DECEMBER 31, 1995
(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 239,692 * 66,714 78,266 117,879 502,551
Depreciation - - 57,864 68,826 112,334 239,024
Deferred investment credit and income taxes, net - - 3,520 14,279 2,363 20,162
Deferred power costs, net - - 19,648 13,057 15,091 47,796
Unconsolidated subsidiaries' dividends in excess
of earnings - - 2,403 2,488 4,034 8,925
Allowance for other than borrowed funds used
during construction (AOFDC) - - (446) (1,053) (2,974) (4,473)
Changes in certain current assets and liabilities:
Accounts receivable, net 30 (12,002) (11,222) (25,049) (30,280) (78,523)
Materials and supplies - - 6,639 4,553 9,022 20,214
Accounts payable (8,535) (418) (3,374) 885 (15,041) (26,483)
Taxes accrued - (432) 8,505 457 (5,577) 2,953
Interest accrued (86) - (2,349) 443 (585) (2,577)
Other, net (17,743) 12,864 583 (4,968) 1,397 (7,867)
Total Cash Flows from Operations 213,358 12 148,485 152,184 207,663 721,702
Cash Flows from Investing:
Construction expenditures - (36) (75,458) (92,240) (149,122) (316,856)
AOFDC - - 446 1,053 2,974 4,473
Investments in subsidiaries (38,128) - - - - (38,128)
Nonutility investments - - - - - -
Total Cash Flows from Investing (38,128) (36) (75,012) (91,187) (146,148) (350,511)
Cash Flows from Financing:
Sale of common stock 34,514 - - - - 34,514
Retirement of preferred stock - - (41,406) (48,396) (72,369) (162,171)
Issuance of long-term debt and QUIDS - - 132,138 207,018 143,700 482,856
Retirement of long-term debt - - (99,403) (175,249) (105,888) (380,540)
Short-term debt, net (11,553) - (6,702) 21,637 70,218 73,600
Notes receivable from affiliates (343) - - 1,900 1,000 2,557
Notes payable to affiliates - - (2,900) - - (2,900)
Dividends on capital stock:
Preferred stock - - (6,555) (2,456) (6,204) (15,215)
Common stock (197,764) - (48,660) (64,693) (91,600) (402,717)
Total Cash Flows from Financing (175,146) - (73,488) (60,239) (61,143) (370,016)
Net Change in Cash and Temporary
Cash Investments** 84 (24) (15) 758 372 1,175
Cash and Temporary Cash Investments at January 1 15 59 132 2,195 345 2,746
Cash and Temporary Cash Investments at December 31 99 35 117 2,953 717 3,921
Supplemental cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) 5,672 49 42,394 49,399 64,374 161,888
Income taxes - 613 30,696 25,679 64,330 121,318
*Pursuant to service contracts, Allegheny Power Service Corporation's expenses ($113,856) 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. AND SUBSIDIARY COMPANIES A-5a
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR YEAR ENDED DECEMBER 31, 1995
(000's) APS Inc.
Combined Eliminations, Consolidated
Subtotal APC AGC AYP Totals etc. Totals
Cash Flows from Operations:
<S> <C> <C> <C> <C> <C> <C> <C>
Net Income 502,551 (349) 27,224 (572) 528,854 (289,162) 239,692
Depreciation 239,024 - 17,018 - 256,042 274 (5) 256,316
Deferred investment credit and
income taxes, net 20,162 (19) 6,508 - 26,651 368 (5) 27,019
Deferred power costs, net 47,796 - - - 47,796 - 47,796
Unconsolidated subsidiaries' dividends in
excess of earnings 8,925 - - 8,925 (8,925) -
Allowance for other than borrowed funds used
during construction (AOFDC) (4,473) - - - (4,473) - (4,473)
Changes in certain current assets and
liabilities:
Accounts receivable, net (78,523) - (3,760) (62) (82,345) 18,975 (63,370)
Materials and supplies 20,214 - 144 - 20,358 - 20,358
Accounts payable (26,483) - (32) 179 (26,336) (19,051) (45,387)
Taxes accrued 2,953 26 80 1 3,060 - 3,060
Interest accrued (2,577) - 251 - (2,326) - (2,326)
Other, net (7,867) (2) 2,706 1,563 (3,600) 3,992 (250)
(274)(5)
(368)(5)
Total Cash Flows from Operations 721,702 (344) 50,139 1,109 772,606 (294,171) 478,435
Cash Flows from Investing:
Construction expenditures (316,856) - (2,177) (17) (319,050) - (319,050)
AOFDC 4,473 - - - 4,473 - 4,473
Investments in subsidiaries (38,128) - - - (38,128) 38,128 -
Nonutility investments - - - (1,076) (1,076) - (1,076)
Total Cash Flows from Investing (350,511) - (2,177) (1,093) (353,781) 38,128 (315,653)
Cash Flows from Financing:
Sale of common stock 34,514 - - 1 34,515 (1) 34,514
Retirement of preferred stock (162,171) - - - (162,171) - (162,171)
Issuance of long-term debt and QUIDS 482,856 - - - 482,856 - 482,856
Retirement of long-term debt (380,540) - (12,175) - (392,715) - (392,715)
Short-term debt, net 73,600 343 - - 73,943 2,557 76,500
Notes receivable from affiliates 2,557 - - - 2,557 (2,557) -
Notes payable to affiliates (2,900) - - - (2,900) - (2,900)
Dividends on capital stock:
Preferred stock (15,215) - - - (15,215) 15,215 -
Common stock (402,717) - (35,800) - (438,517) 240,753 (197,764)
Total Cash Flows from Financing (370,016) 343 (47,975) 1 (417,647) 255,967 (161,680)
Net Change in Cash and Temporary
Cash Investments** 1,175 (1) (13) 17 1,178 (76) 1,102
Cash and Temporary Cash Investments at January 1 2,746 6 45 - 2,797 (32) 2,765
Cash and Temporary Cash Investments at December 31 3,921 5 32 17 3,975 (108) 3,867
Supplemental cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) 161,888 - 17,166 - 179,054 (815) 178,239
Income taxes 121,318 (206) 5,274 - 126,386 - 126,386
*Pursuant to service contracts, Allegheny Power Service Corporation's expenses ($113,856) 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, 1995
(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
8-5/8% Series Due 2021 1991 50,000
8-1/2% Series Due 2022 1992 65,000
8-3/8% Series Due 2022 1992 40,000
7-5/8% Series Due 2025 1995 70,000
Total 373,000
Less current maturities 18,000
355,000
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
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
7-5/8% Series Due 2025 1995 80,000
7-3/4% Series Due 2025 1995 65,000
Total 513,000
Less current maturities 18,000
495,000
West Penn Power Company:
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
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
7-3/4% Series MM, Due 2025 1995 30,000
Total 627,000
Total first mortgage bonds 1,513,000
Less current maturities 36,000
1,477,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLEGHENY POWER SYSTEM, INC. A-7
Long-Term Debt of Subsidiaries at December 31, 1995 (Cont'd)
(000's) Liability
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
Quarterly Income Debt Securities:
Monongahela Power Company 6-19-95 6-30-25 8.00 % 40,000
The Potomac Edison Company 6-30-95 9-30-25 8.00 % 45,457
West Penn Power Company 6-12-95 6-30-25 8.00 % 70,000
155,457
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
5-15-95 5- 1-15 6.150% 25,000
42,500
The Potomac Edison Company 11- 1-77 11- 1-98 to 11- 1-07 6.30 % 30,000
5-15-95 5- 1-15 6.150% 21,000
51,000
West Penn Power Company 11- 1-77 11- 1-98 to 11- 1-07 6.125% 45,000
5-15-95 5- 1-15 6.150% 31,500
76,500
Mitchell pollution control facilities:
West Penn Power Company 3- 1-93 3- 1-03 4.95 % 61,500
5-15-95 4- 1-14 6.050% 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, 1995 (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> <C>
Monongahela Power Company 2- 1-77 2- 1-96 to 2- 1-02 6.30 % 500 3,060
2- 1-77 2- 1-03 to 2- 1-07 6.40 % 1,000
2- 1-77 2- 1-12 6.40 % 3,000
500 7,060
The Potomac Edison Company 2- 1-77 2- 1-96 to 2- 1-02 6.30 % 700 4,800
West Penn Power Company 2- 1-77 2- 1-00 to 2- 1-07 6.10 % 14,435
Total unsecured notes 1,200 26,295
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 1996-1998 5.75-7.93% 6,375 70,600
Commercial paper:
Allegheny Generating Company Various Various 5.82* 30,561
Unamortized debt discount and premium, net:
Monongahela Power Company (5,216)
The Potomac Edison Company (8,103)
West Penn Power Company (9,316)
Allegheny Generating Company (1,452)
Total unamortized debt discount and premium, net (24,087)
*Weighted average interest rate at December 31, 1995.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1995
(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 3 095 118 2 394 10 3 097 522 - 3 097 522
Accumulated depreciation (1 063 399) - - (1 063 399) - (1 063 399)
Investments and other assets:
Securities of subsidiaries consolidated 2 445 1 - 2 446 (1) (2 446) -
Equity in undistributed earnings of subsidiaries 298 - - 298 (2) (298) -
Indebtedness of subsidiary consolidated-not current - 12 - 12 (3) (12) -
Investment in Allegheny Pittsburgh Coal Company:
Common stock, at equity (6 145) - - (6 145) - (6 145)
Advances 7 061 - - 7 061 - 7 061
Investment in Allegheny Generating Company
common stock, at equity 96 369 - - 96 369 - 96 369
Other 323 - - 323 - 323
Current assets:
Cash and temporary cash investments 283 434 - 717 - 717
Accounts receivable:
Electric service 150 415 - - 150 415 - 150 415
Allowance for uncollectible accounts (9 436) - - (9 436) - (9 436)
Affiliated and other 20 183 - - 20 183 - 20 183
Materials and supplies - at average cost:
Operating and construction 36 660 - - 36 660 - 36 660
Fuel 32 445 - - 32 445 - 32 445
Prepaid taxes 12 863 - - 12 863 - 12 863
Deferred income taxes 21 024 - - 21 024 - 21 024
Other 4 881 - - 4 881 - 4 881
Deferred charges:
Regulatory assets 342 150 - - 342 150 - 342 150
Unamortized loss on reacquired debt 12 256 - - 12 256 - 12 256
Other 15 275 - - 15 275 - 15 275
Total assets 2 771 069 2 841 10 2 773 920 (2 756) 2 771 164
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1995
(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 55 475 (555) - 54 920 (1) 555 55 475
Retained earnings 451 719 301 (3) 452 017 (2) (298) 451 719
Preferred stock:
Not subject to mandatory redemption 79 708 - - 79 708 - 79 708
Long-term debt and QUIDS 904 669 - - 904 669 - 904 669
Indebtedness to affiliated
consolidated - not current - - 12 12 (3) (12) -
Current liabilities:
Short term debt 70 218 - - 70 218 - 70 218
Accounts payable to affiliates 12 293 - - 12 293 - 12 293
Accounts payable - others 86 935 - - 86 935 - 86 935
Taxes accrued:
Federal and state income 4 128 - - 4 128 - 4 128
Other 20 054 95 - 20 149 - 20 149
Interest accrued 15 890 - - 15 890 - 15 890
Deferred power costs 12 399 - - 12 399 - 12 399
Other 20 377 - - 20 377 - 20 377
Deferred credits and other liabilities:
Unamortized investment credit 50 366 - - 50 366 - 50 366
Deferred income taxes 469 559 - - 469 559 - 469 559
Regulatory liabilities 35 077 - - 35 077 - 35 077
Other 16 208 - - 16 208 - 16 208
Total capitalization and liabilities 2 771 069 2 841 10 2 773 920 (2 756) 2 771 164
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 1995
(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> <S> <C> <S> <C>
Residential 401 186 - - 401 186 - 401 186
Commercial 224 144 - - 224 144 - 224 144
Industrial 356 937 - - 356 937 - 356 937
Nonaffiliated utilities 168 215 - - 168 215 - 168 215
Affiliated companies 44 294 - - 44 294 - 44 294
Other 31 565 - - 31 565 - 31 565
Total operating revenues 1 226 341 - - 1 226 341 - 1 226 341
Operating expenses:
Operation:
Fuel 237 376 - - 237 376 - 237 376
Purchased power
and exchanges, net 274 705 - - 274 705 - 274 705
Deferred power costs, net 15 091 - - 15 091 - 15 091
Other 148 781 - - 148 781 - 148 781
Maintenance 118 162 - - 118 162 - 118 162
Depreciation 112 334 - - 112 334 - 112 334
Taxes other than income taxes 89 694 - - 89 694 - 89 694
Federal and state income taxes 61 745 - - 61 745 - 61 745
Total operating expenses 1 057 888 - - 1 057 888 - 1 057 888
Operating income 168 453 - - 168 453 - 168 453
Other income and deductions:
Allowance for other than
borrowed funds used
during construction 2 974 - - 2 974 - 2 974
Other, net 12 287 376 - 12 663 (2) (376) 12 287
Total other income
and deductions 15 261 376 - 15 637 (376) 15 261
Income before interest charges 183 714 376 - 184 090 (376) 183 714
Interest charges:
Interest on long-term debt 64 571 - - 64 571 - 64 571
Other interest 3 331 - - 3 331 - 3 331
Allowance for borrowed
funds used during construction (2 067) - - (2 067) - (2 067)
Total interest charges 65 835 - - 65 835 - 65 835
NET INCOME 117 879 376 - 118 255 (376) 117 879
</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, 1995
(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> <C>
Balance at January 1, 1995 433 801 (75) (3) 433 723 (2) 78 433 801
Add:
Net Income 117 879 376 - 118 255 (2) (376) 117 879
Total 551 680 301 (3) 551 978 (298) 551 680
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 342 - - 342 - 342
$7.12 Series E 348 - - 348 - 348
$8.08 Series G 395 - - 395 - 395
$7.60 Series H 372 - - 372 - 372
$7.64 Series I 373 - - 373 - 373
$8.20 Series J 802 - - 802 - 802
Auction 1 820 - - 1 820 - 1 820
Common stock 91 600 - - 91 600 - 91 600
Charge on redemption of
preferred stock 2 157 - - 2 157 - 2 157
Total deductions 99 961 - - 99 961 - 99 961
Balance at
December 31, 1995 451 719 301 (3) 452 017 (298) 451 719
OTHER PAID-IN CAPITAL
Balance at
December 31, 1995 55 475 (555) - 54 920 (1) 555 55 475
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WEST PENN POWER COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS FOR YEAR ENDED DECEMBER 31, 1995
(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> <S> <C> <C> <C> <C>
Net Income 117 879 376 - 118 255 (2) (376) 117 879
Depreciation 112 334 - - 112 334 - 112 334
Deferred investment credit
and income taxes, net 2 363 - - 2 363 - 2 363
Deferred power costs, net 15 091 - - 15 091 - 15 091
Unconsolidated subsidiaries'
dividends in excess
of earnings 4 034 - - 4 034 - 4 034
Allowance for other than borrowed funds used
during construction (2 974) - - (2 974) - (2 974)
Changes in other current assets and liabilities:
Accounts receivable, net (30 280) - - (30 280) - (30 280)
Materials and supplies 9 022 - - 9 022 - 9 022
Accounts payable (15 041) - - (15 041) - (15 041)
Taxes accrued (5 609) 32 - (5 577) - (5 577)
Interest accrued (585) - - (585) - (585)
Other, net 1 073 (52) - 1 021 376 1 397
Total Cash Flows
From Operations 207 307 356 - 207 663 - 207 663
Cash Flows from Investing:
Construction expenditures (149 122) - - (149 122) - (149 122)
AOFDC 2 974 - - 2 974 - 2 974
Total Cash Flows
from Investing (146 148) - - (146 148) - (146 148)
Cash Flows from Financing:
Retirement of preferred stock (72 369) - - (72 369) - (72 369)
Issuance of long-term debt and QUIDS 143 700 - - 143 700 - 143 700
Retirement of long-term debt (105 888) - - (105 888) - (105 888)
Notes receivable from affiliates 1 000 - - 1 000 - 1 000
Short-term debt 70 218 - - 70 218 - 70 218
Dividends on capital stock:
Preferred stock (6 204) - - (6 204) - (6 204)
Common stock (91 600) - - (91 600) - (91 600)
Total Cash Flows From Financing (61 143) - - (61 143) - (61 143)
Net Change in Cash and Temporary
Cash Investments* 16 356 - 372 - 372
Cash and Temporary Cash Investments
at January 1 267 78 - 345 - 345
Cash and Temporary Cash Investments
at December 31 283 434 - 717 - 717
Supplemental cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) 64 374 - - 64 374 - 64 374
Income taxes 64 097 233 - 64 330 - 64 330
*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>
C-1
INDIANA-KENTUCKY ELECTRIC CORPORATION
BALANCE SHEET--DECEMBER 31, 1995
UNAUDITED
(000's)
Assets
Electric plant - at original cost, including $5,731,000
<S> <C>
construction work in progress 390,633
Less - Accumulated provisions for depreciation and
amortization 310,070
80,563
Current assets:
Cash and cash equivalents 378
Accounts receivable 355
Coal in storage, at average cost 10,645
Coal sold under agreement to be repurchased 11,000
Materials and supplies, at average cost 8,120
Interest receivable 1
Prepaid expenses and other 383
30,882
Deferred charges and Other:
Future federal income tax benefits 46,988
Deferred depreciation - coal switch 2,365
Prepaids and other 20
49,373
TOTAL ASSETS 160,818
Capitalization and Liabilities
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 12,012
Coal purchase obligation 11,000
Accrued taxes 2,943
Accrued interest and other 279
26,234
Deferred credits:
Deferred credit-tax benefit obligation 46,988
Customer advances for construction 5,137
Advances from parent - construction 76,231
Deferred credit - allowances 233
Antitrust settlement 2,595
131,184
TOTAL CAPITALIZATION AND LIABILITIES 160,818
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-2
INDIANA-KENTUCKY ELECTRIC CORPORATION
STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1995
UNAUDITED
(000's)
Operating revenues:
<S> <C>
Sale of electric energy 147,770
Other operating revenues 67
Total operating revenues 147,837
Operating expenses:
Fuel consumed in operation 109,922
Other operation 16,239
Maintenance 13,964
Provision for depreciation and amortization 3,590
Taxes, other than federal income taxes 4,193
Total operating expenses 147,908
Operating loss (71)
Interest income and other 72
Income before interest charges 1
Interest charges 1
Net income -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-3
INDIANA-KENTUCKY ELECTRIC CORPORATION
STATEMENT OF CASH FLOWS
FOR YEAR ENDED DECEMBER 31, 1995
UNAUDITED
(000's)
Cash From Operations:
Net Income -
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
<S> <C>
Depreciation 3,590
Changes in assets and liabilities:
Accounts receivable 4,662
Coal in storage and coal sold under agreement to
be repurchased (8,276)
Materials and supplies 125
Prepaid expenses and other 19
Accounts payable 1,581
Accrued taxes 527
Accrued interest and other 37
Other (299)
Net cash provided by operating activities 1,966
Investing Activities:
Reimbursement for plant replacements and
additional facilities 1,776
Net electric plant additions (11,931)
Advances from parent (2,593)
Net cash used by investing activities (12,748)
Financing Activities:
Coal purchase obligation 11,000
Net cash provided by financing activities 11,000
Net increase in cash and cash equivalents 218
Cash and cash equivalents, beginning of year 160
Cash and cash equivalents, end of year 378
Supplemental Disclosures
Interest paid 520
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, 1995
UNAUDITED
(000's)
Assets
Electric plant - at original cost, including $2,208,000
<S> <C>
construction work in progress 271,123
Less - Accumulated provisions for depreciation and amortization 265,364
5,759
Investments and other:
Special funds held by trustee 1,934
Investment in subsidiary company 3,400
Advances to subsidiary - construction 76,231
81,565
Current assets:
Cash and cash equivalents 4,402
Accounts receivable 21,852
Coal in storage, at average cost 1,363
Coal sold under agreement to be repurchased 10,000
Materials and supplies, at average cost 11,018
SO2 allowances 1
Property taxes applicable to subsequent years 3,800
Prepaid expenses and other 347
52,783
Deferred charges and Other:
Debt expense, being amortized 397
Future federal income tax benefits 11,994
Unrecognized pension expense 8,996
Unrecognized postretirement benefits expense 33,485
Unrecognized postemployment benefits expense 1,353
Prepaids and other 220
56,445
TOTAL ASSETS 196,552
Capitalization and Liabilities
Capitalization:
Common stock, $100 per value -
Authorized - 300,000 shares
Outstanding - 100,000 shares 10,000
Senior secured notes 70,728
Retained earnings 1,606
82,334
Current liabilities:
Current portion - long term debt 5,682
Note payable maturing in one year 9,000
Accounts payable 8,192
Coal purchase obligation 10,000
Accrued taxes 8,166
Accrued interest and other 2,196
43,236
Deferred credits:
Investment tax credits 10,610
Deferred credit-tax benefit obligation 13,074
Accrued pension liability 8,996
Customer advances for construction 1,766
Deferred credit - allowances 181
Postretirement benefits obligation 33,485
Postemployment benefits obligation 1,353
Antitrust settlement 1,517
70,982
TOTAL CAPITALIZATION AND LIABILITIES 196,552
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-5
OHIO VALLEY ELECTRIC CORPORATION
STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1995
UNAUDITED
(000's)
Operating revenues:
<S> <C>
Sale of electric energy 298,754
Other operating revenues 808
Total operating revenues 299,562
Operating expenses:
Fuel consumed in operation 95,485
Purchased power 151,770
Other operation 19,594
Maintenance 15,380
Taxes, other than federal income taxes 5,228
Federal income taxes 2,929
Total operating expenses 290,386
Operating income 9,176
Interest income and other (693)
Income before interest charges 8,483
Interest charges
Interest expense, net 6,211
Amortization of debt expense and discount 95
Total interest charges 6,306
Net income 2,177
Retained earnings, beginning of year 939
Cash dividends on common stock 1,510
Retained earnings, end of year 1,606
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
C-6
OHIO VALLEY ELECTRIC CORPORATION
STATEMENT OF CASH FLOWS
FOR YEAR ENDED DECEMBER 31, 1995
UNAUDITED
(000's)
Cash From Operations:
<S> <C>
Net Income 2,177
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Debt expense amortization 94
Future federal income and deferred credit tax benefits 1,463
Changes in assets and liabilities:
Accounts receivable (9,271)
Coal in storage and coal sold under agreement to
be repurchased 7,668
Materials and supplies 103
Property taxes applicable to subsequent years (200)
Prepaid expenses and other (17)
Accounts payable (7,179)
Deferred income 1,753
Accrued taxes 2,372
Accrued interest and other (90)
Other (150)
Net cash used by operating activities (1,277)
Investing Activities:
Reimbursement for plant replacements and
additional facilities 3,303
Net electric plant additions (3,387)
Advances in subsidiary 2,593
Net cash provided by investing activities 2,509
Financing Activities:
Special funds held by trustee 10,623
Notes payable maturing in one year (500)
Senior secured notes (3,589)
Coal purchase obligation 10,000
Lines-of-credit borrowings (22,500)
Dividends on common stock (1,510)
Net cash used by financing activities (7,476)
Net decrease in cash and cash equivalents (6,244)
Cash and cash equivalents, beginning of year 10,646
Cash and cash equivalents, end of year 4,402
Supplemental Disclosures
Interest paid 7,105
Federal income taxes received (427)
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>
<TABLE>
<CAPTION>
ITEM 9 - EXHIBIT B (continued) F-1
CONSTITUENT INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS
OF EQUITY SECURITIES OF SYSTEM COMPANIES.
INCORPORATED BY REFERENCE
<S> <C>
ALLEGHENY POWER SYSTEM, INC.:
Charter, as amended Form 10-Q, September 1993,
exh. (a)(3)
By-laws, as amended Form 10-Q, September 1995,
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 1995,
exh. (a)(3)(ii)
THE POTOMAC EDISON COMPANY:
Charter, as amended Form 10-Q, September 1995,
exh. (a)(3)(i)
By-laws, as amended Form 10-Q, September 1995,
exh. (a)(3)(ii)
WEST PENN POWER COMPANY:
Charter, as amended Form 10-Q, September 1995,
exh. (a)(3)(i)
By-laws, as amended Form 10-Q, September 1995,
exh. (a)(3)(ii)
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
Form 10-Q, September 1995,
exh. (a)(3)(ii)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 9 - EXHIBIT B (continued) F-2
WEST VIRGINIA POWER & TRANSMISSION COMPANY:
Charter, effective April 3, 1912 and
<S> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C>
4 Indenture, dated as of S 2-8782, exh. 7(f) (1)
August 1, 1945, and S 2-8881, exh. 7(b)
certain Supplemental S 2-9355, exh. 4(h) (1)
Indentures of the S 2-9979, exh. 4(h) (1)
Company defining rights S 2-10548, exh. 4(b)
of security holders.* S 2-14763, exh. 2(b) (i)
S 2-26806, exh. 4(d);
Forms 8-K of the Company (1-268-2)
dated November 21, 1991, June 4,
1992, July 15, 1992, September 1,
1992, April 29, 1993, and May 23,
1995
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 August 21, 1991, December 11, 1991,
Company defining rights December 15, 1992, February 17,
of Security holders.* 1993, March 30, 1993, June 22, 1994,
May 12, 1995, and May 17, 1995
* 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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 9 - EXHIBIT C (continued) F-4
West Penn Power Company Incorporation
Documents by Reference
<S> <C>
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, August 2,
1994, and May 19, 1995
* 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.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000003673
<NAME> ALLEGHENY POWER
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 5,112,593
<OTHER-PROPERTY-AND-INVEST> 64,947
<TOTAL-CURRENT-ASSETS> 571,321
<TOTAL-DEFERRED-CHARGES> 697,798
<OTHER-ASSETS> 656
<TOTAL-ASSETS> 6,447,315
<COMMON> 150,876
<CAPITAL-SURPLUS-PAID-IN> 995,701
<RETAINED-EARNINGS> 983,340
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,129,917
0
170,086
<LONG-TERM-DEBT-NET> 2,273,226
<SHORT-TERM-NOTES> 51,650
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 148,768
<LONG-TERM-DEBT-CURRENT-PORT> 43,575
0
<CAPITAL-LEASE-OBLIGATIONS> 2,708
<LEASES-CURRENT> 974
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,626,411
<TOT-CAPITALIZATION-AND-LIAB> 6,447,315
<GROSS-OPERATING-REVENUE> 2,647,808
<INCOME-TAX-EXPENSE> 154,203
<OTHER-OPERATING-EXPENSES> 2,071,492
<TOTAL-OPERATING-EXPENSES> 2,225,695
<OPERATING-INCOME-LOSS> 422,113
<OTHER-INCOME-NET> 10,697
<INCOME-BEFORE-INTEREST-EXPEN> 432,810
<TOTAL-INTEREST-EXPENSE> 177,903
<NET-INCOME> 254,907
15,215
<EARNINGS-AVAILABLE-FOR-COMM> 239,692
<COMMON-STOCK-DIVIDENDS> 197,764
<TOTAL-INTEREST-ON-BONDS> 117,818
<CASH-FLOW-OPERATIONS> 478,435
<EPS-PRIMARY> 2.00
<EPS-DILUTED> 2.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000067646
<NAME> MONONGAHELA POWER
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,074,600
<OTHER-PROPERTY-AND-INVEST> 58,244
<TOTAL-CURRENT-ASSETS> 155,661
<TOTAL-DEFERRED-CHARGES> 192,086
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,480,591
<COMMON> 294,550
<CAPITAL-SURPLUS-PAID-IN> 2,441
<RETAINED-EARNINGS> 208,762
<TOTAL-COMMON-STOCKHOLDERS-EQ> 505,753
0
74,000
<LONG-TERM-DEBT-NET> 489,994
<SHORT-TERM-NOTES> 7,500
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 22,368
<LONG-TERM-DEBT-CURRENT-PORT> 18,500
0
<CAPITAL-LEASE-OBLIGATIONS> 827
<LEASES-CURRENT> 118
<OTHER-ITEMS-CAPITAL-AND-LIAB> 361,531
<TOT-CAPITALIZATION-AND-LIAB> 1,480,591
<GROSS-OPERATING-REVENUE> 722,481
<INCOME-TAX-EXPENSE> 41,833
<OTHER-OPERATING-EXPENSES> 584,693
<TOTAL-OPERATING-EXPENSES> 626,526
<OPERATING-INCOME-LOSS> 95,955
<OTHER-INCOME-NET> 9,683
<INCOME-BEFORE-INTEREST-EXPEN> 105,638
<TOTAL-INTEREST-EXPENSE> 38,924
<NET-INCOME> 66,714
6,555
<EARNINGS-AVAILABLE-FOR-COMM> 60,159
<COMMON-STOCK-DIVIDENDS> 48,660
<TOTAL-INTEREST-ON-BONDS> 28,667
<CASH-FLOW-OPERATIONS> 148,485
<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> POTOMAC EDISON
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,321,182
<OTHER-PROPERTY-AND-INVEST> 60,507
<TOTAL-CURRENT-ASSETS> 161,588
<TOTAL-DEFERRED-CHARGES> 110,843
<OTHER-ASSETS> 324
<TOTAL-ASSETS> 1,654,444
<COMMON> 447,700
<CAPITAL-SURPLUS-PAID-IN> 2,690
<RETAINED-EARNINGS> 216,852
<TOTAL-COMMON-STOCKHOLDERS-EQ> 667,242
0
16,378
<LONG-TERM-DEBT-NET> 628,854
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 21,637
<LONG-TERM-DEBT-CURRENT-PORT> 18,700
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 301,633
<TOT-CAPITALIZATION-AND-LIAB> 1,654,444
<GROSS-OPERATING-REVENUE> 819,018
<INCOME-TAX-EXPENSE> 36,936
<OTHER-OPERATING-EXPENSES> 666,438
<TOTAL-OPERATING-EXPENSES> 703,374
<OPERATING-INCOME-LOSS> 115,644
<OTHER-INCOME-NET> 13,100
<INCOME-BEFORE-INTEREST-EXPEN> 128,744
<TOTAL-INTEREST-EXPENSE> 50,478
<NET-INCOME> 78,266
2,456
<EARNINGS-AVAILABLE-FOR-COMM> 75,810
<COMMON-STOCK-DIVIDENDS> 64,693
<TOTAL-INTEREST-ON-BONDS> 41,006
<CASH-FLOW-OPERATIONS> 152,184
<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>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,034,123
<OTHER-PROPERTY-AND-INVEST> 97,285
<TOTAL-CURRENT-ASSETS> 269,752
<TOTAL-DEFERRED-CHARGES> 369,681
<OTHER-ASSETS> 323
<TOTAL-ASSETS> 2,771,164
<COMMON> 465,994
<CAPITAL-SURPLUS-PAID-IN> 55,475
<RETAINED-EARNINGS> 451,719
<TOTAL-COMMON-STOCKHOLDERS-EQ> 973,188
0
79,708
<LONG-TERM-DEBT-NET> 904,669
<SHORT-TERM-NOTES> 33,900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 36,318
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 1,881
<LEASES-CURRENT> 804
<OTHER-ITEMS-CAPITAL-AND-LIAB> 740,696
<TOT-CAPITALIZATION-AND-LIAB> 2,771,164
<GROSS-OPERATING-REVENUE> 1,226,341
<INCOME-TAX-EXPENSE> 61,745
<OTHER-OPERATING-EXPENSES> 996,143
<TOTAL-OPERATING-EXPENSES> 1,057,888
<OPERATING-INCOME-LOSS> 168,453
<OTHER-INCOME-NET> 15,261
<INCOME-BEFORE-INTEREST-EXPEN> 183,714
<TOTAL-INTEREST-EXPENSE> 65,835
<NET-INCOME> 117,879
6,204
<EARNINGS-AVAILABLE-FOR-COMM> 111,675
<COMMON-STOCK-DIVIDENDS> 91,600
<TOTAL-INTEREST-ON-BONDS> 48,151
<CASH-FLOW-OPERATIONS> 207,663
<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> 0000774459
<NAME> ALLEGHENY GENERATING COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 677,857
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 7,587
<TOTAL-DEFERRED-CHARGES> 24,843
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 710,287
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 209,999
<RETAINED-EARNINGS> 4,153
<TOTAL-COMMON-STOCKHOLDERS-EQ> 214,153
0
0
<LONG-TERM-DEBT-NET> 249,709
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 6,375
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 240,050
<TOT-CAPITALIZATION-AND-LIAB> 710,287
<GROSS-OPERATING-REVENUE> 86,970
<INCOME-TAX-EXPENSE> 13,552
<OTHER-OPERATING-EXPENSES> 27,850
<TOTAL-OPERATING-EXPENSES> 41,402
<OPERATING-INCOME-LOSS> 45,568
<OTHER-INCOME-NET> 17
<INCOME-BEFORE-INTEREST-EXPEN> 45,585
<TOTAL-INTEREST-EXPENSE> 18,361
<NET-INCOME> 27,224
0
<EARNINGS-AVAILABLE-FOR-COMM> 27,224
<COMMON-STOCK-DIVIDENDS> 35,800
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 50,139
<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> 0000931750
<NAME> AYP CAPITAL, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 16
<OTHER-PROPERTY-AND-INVEST> 1,075
<TOTAL-CURRENT-ASSETS> 79
<TOTAL-DEFERRED-CHARGES> 276
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,446
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 1,837
<RETAINED-EARNINGS> (572)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,266
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 180
<TOT-CAPITALIZATION-AND-LIAB> 1,446
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> (572)
<INCOME-BEFORE-INTEREST-EXPEN> (572)
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> (572)
0
<EARNINGS-AVAILABLE-FOR-COMM> (572)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 1,109
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>All common stock is owned by parent, no EPS required.
</FN>
</TABLE>
