<PAGE>
Page 1 of 14
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1996
Commission File Number 1-3376-2
THE POTOMAC EDISON COMPANY
(Exact name of registrant as specified in its charter)
Maryland and Virginia 13-5323955
(State of Incorporation) (I.R.S. Employer Identification No.)
10435 Downsville Pike, Hagerstown, Maryland 21740-1766
Telephone Number - 301-790-3400
The registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
At November 13, 1996, 22,385,000 shares of the Common Stock (no par
value) of the registrant were outstanding, all of which are held by Allegheny
Power System, Inc., the Company's parent.
<PAGE>
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THE POTOMAC EDISON COMPANY
Form 10-Q for Quarter Ended September 30, 1996
Index
Page
No.
PART I--FINANCIAL INFORMATION:
Statement of income - Three and nine months ended
September 30, 1996 and 1995 3
Balance sheet - September 30, 1996
and December 31, 1995 4
Statement of cash flows - Nine months ended
September 30, 1996 and 1995 5
Notes to financial statements 6-8
Management's discussion and analysis of financial
condition and results of operations 9-13
PART II--OTHER INFORMATION 14
<PAGE>
<TABLE>
- 3 -
THE POTOMAC EDISON COMPANY
Statement of Income
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(Thousands of Dollars)
<S> <C> <C> <C> <C>
ELECTRIC OPERATING REVENUES:
Residential $ 68,053 $ 74,986 $ 244,339 $ 231,921
Commercial 36,575 38,027 109,234 107,673
Industrial 48,880 50,211 144,910 148,720
Wholesale and other, including affiliates* 8,212 7,988 26,590 21,006
Bulk power transactions, net* 5,607 5,024 19,173 15,020
Total Operating Revenues 167,327 176,236 544,246 524,340
OPERATING EXPENSES:
Operation:
Fuel 33,756 36,887 104,514 102,113
Purchased power and exchanges, net* 32,608 29,514 103,695 99,216
Deferred power costs, net (1,416) 4,245 5,268 12,137
Other** 25,483 26,472 84,266 72,493
Maintenance 15,592 14,841 44,025 43,397
Depreciation 17,748 17,276 53,159 51,707
Taxes other than income taxes 11,803 12,130 35,123 36,075
Federal and state income taxes 6,726 8,101 27,270 23,992
Total Operating Expenses 142,300 149,466 457,320 441,130
Operating Income 25,027 26,770 86,926 83,210
OTHER INCOME AND DEDUCTIONS:
Allowance for other than borrowed funds
used during construction 422 (406) 933 664
Other income, net 3,084 3,295 8,791 9,385
Total Other Income and Deductions 3,506 2,889 9,724 10,049
Income Before Interest Charges 28,533 29,659 96,650 93,259
INTEREST CHARGES:
Interest on long-term debt 11,904 12,119 36,069 36,937
Other interest 506 543 1,682 1,506
Allowance for borrowed funds used during
construction (258) 270 (716) (439)
Total Interest Charges 12,152 12,932 37,035 38,004
NET INCOME $ 16,381 $ 16,727 $ 59,615 $ 55,255
</TABLE>
* Prior period amounts have been reclassified for comparative purposes to
reflect a change in 1996 in reporting certain bulk power transmission
transactions with nonaffiliated utilities. See Note 3 on page 6.
**Includes restructuring charges of $2.3 million and $18.6 million for the
three and nine-month periods ended September 30, 1996, respectively.
Includes restructuring charges of $4.0 million for the three and nine-
month periods ended September 30, 1995.
See Note 4 on pages 6 and 7 for additional information on the
restructuring charges.
See accompanying notes to financial statements.
<PAGE>
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THE POTOMAC EDISON COMPANY
Balance Sheet
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
(Thousands of Dollars)
<S> <C> <C>
ASSETS:
Property, Plant, and Equipment:
At original cost, including $52,325,000
and $49,987,000 under construction $2,096,462 $2,050,835
Accumulated depreciation (777,847) (729,653)
1,318,615 1,321,182
Investments:
Allegheny Generating Company - common stock at equity 58,828 59,963
Other 687 868
59,515 60,831
Current Assets:
Cash 3,592 2,953
Accounts receivable:
Electric service, net of $912,000 and $1,344,000
uncollectible allowance 89,155 93,250
Affiliated and other 1,831 2,917
Notes receivable from affiliates 11,850 -
Materials and supplies--at average cost:
Operating and construction 24,936 26,414
Fuel 14,321 19,148
Prepaid taxes 15,593 13,748
Other 7,686 3,158
168,964 161,588
Deferred Charges:
Regulatory assets 80,145 80,693
Unamortized loss on reacquired debt 18,239 18,926
Other 11,871 11,224
110,255 110,843
Total Assets $1,657,349 $1,654,444
CAPITALIZATION AND LIABILITIES:
Capitalization:
Common stock $447,700 $447,700
Other paid-in capital 2,690 2,690
Retained earnings 226,714 216,852
677,104 667,242
Preferred stock 16,378 16,378
Long-term debt and QUIDS 628,336 628,854
1,321,818 1,312,474
Current Liabilities:
Short-term debt - 21,637
Long-term debt due within one year 800 18,700
Accounts payable 25,367 28,931
Accounts payable to affiliates 15,547 15,608
Taxes accrued:
Federal and state income 7,565 3,293
Other 16,258 12,603
Interest accrued 13,636 9,638
Customer deposits 6,510 6,540
Restructuring liabilities 14,827 4,251
Other 14,392 8,251
114,902 129,452
Deferred Credits and Other Liabilities:
Unamortized investment credit 24,171 25,816
Deferred income taxes 156,372 155,432
Regulatory liabilities 14,814 15,255
Restructuring liabilities 650 -
Other 24,622 16,015
220,629 212,518
Total Capitalization and Liabilities $1,657,349 $1,654,444
</TABLE>
See accompanying notes to financial statements
<PAGE>
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THE POTOMAC EDISON COMPANY
Statement of Cash Flows
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1996 1995
(Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income $59,615 $55,255
Depreciation 53,159 51,707
Deferred investment credit and income taxes, net (2,963) 3,665
Deferred power costs, net 5,268 12,137
Unconsolidated subsidiaries' dividends in excess of earnings 1,193 1,809
Allowance for other than borrowed funds used
during construction (933) (664)
Restructuring liability 12,845 3,956
Changes in certain current assets and
liabilities:
Accounts receivable, net 5,181 (5,489)
Materials and supplies 6,305 2,465
Accounts payable (3,625) (14,003)
Taxes accrued 7,927 10,338
Interest accrued 3,998 5,675
Other deferred credits (45) (3,989)
Other, net 6,017 (509)
153,942 122,353
CASH FLOWS FROM INVESTING:
Construction expenditures (52,296) (61,060)
Allowance for other than borrowed funds used
during construction 933 664
(51,363) (60,396)
CASH FLOWS FROM FINANCING:
Retirement of preferred stock - (48,396)
Issuance of long-term debt - 207,018
Retirement of long-term debt (18,700) (175,249)
Short-term debt, net (21,637) 5,500
Notes receivable from affiliates (11,850) 1,900
Dividends on capital stock:
Preferred stock (613) (2,250)
Common stock (49,140) (48,575)
(101,940) (60,052)
NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 639 1,905
Cash and Temporary Cash Investments at January 1 2,953 2,196
Cash and Temporary Cash Investments at September 30 $ 3,592 $ 4,101
Supplemental cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $31,734 $32,129
Income taxes 27,800 16,764
</TABLE>
See accompanying notes to financial statements.
<PAGE>
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THE POTOMAC EDISON COMPANY
Notes to Financial Statements
1. The Company's Notes to Financial Statements in the Allegheny
Power System companies' combined Annual Report on Form 10-K for
the year ended December 31, 1995, should be read with the
accompanying financial statements and the following notes.
With the exception of the December 31, 1995 balance sheet in
the aforementioned annual report on Form 10-K, the accompanying
financial statements appearing on pages 3 through 5 and these
notes to financial statements are unaudited. In the opinion of
the Company, such financial statements together with these
notes contain all adjustments (which consist only of normal
recurring adjustments) necessary to present fairly the
Company's financial position as of September 30, 1996, the
results of operations for the three and nine months ended
September 30, 1996 and 1995, and cash flows for the nine months
ended September 30, 1996 and 1995.
2. The Statement of Income reflects the results of past operations
and is not intended as any representation as to future results.
For purposes of the Balance Sheet and Statement of Cash Flows,
temporary cash investments with original maturities of three
months or less, generally in the form of commercial paper,
certificates of deposit, and repurchase agreements, are
considered to be the equivalent of cash.
3. Effective in 1996 the Company changed its method of reporting
certain bulk power transmission transactions with nonaffiliated
utilities, and reclassified prior year's bulk power revenues
and operation expenses to achieve a consistent presentation.
In prior years, some use of the Company's transmission system
was recorded as purchased power from selling utilities and as
sales of power to buying utilities. The benefit to the Company
was the difference between the two. Because of new Federal
Energy Regulatory Commission requirements, the Company
predominantly does not "buy" and "sell" such energy, but rather
a transmission fee is charged.
Under the new reporting method all such transactions are
recorded on a net revenue basis. The effect of the
reclassification was to reduce amounts reported for bulk power
transaction revenues and operation expenses by $28.8 million
and $80.5 million for the three and nine months ended September
1995, respectively, with no change in operating income or net
income.
4. As reported in the 1995 third quarter 10-Q, the System is
undergoing a reorganization and reengineering process
(restructuring) to simplify its management structure and to
increase efficiency. In March 1996, the Company and its
affiliates announced additional restructuring plans which
included consolidating operating divisions, and centralizing
and changing many accounting, customer services, and other
functions. As of September 1996, the Company and its
affiliates reduced their work force by about 750 employees.
The reductions were accomplished through an enhanced separation
plan, attrition, and layoffs. An additional reduction of about
<PAGE>
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250 employees during the next two or three years will occur
primarily through attrition, early retirement packages, and, in
the union workforce, pursuant to appropriate contract terms.
Restructuring charges previously recorded were adjusted and
additional charges were recorded in the third quarter to
reflect current estimates. Restructuring charges reflect
estimated liabilities for severance, employee termination
costs, and other restructuring costs. Estimated additional
restructuring charges of about $7 to $9 million will be
recorded as the liabilities are incurred. A summary of
restructuring liabilities is provided below:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 1996 September 1996
(Millions of Dollars)
<S> <C> <C>
Restructuring liability (before tax):
Balance at beginning of period $15.2 $ 4.3
Accruals/adjustments 2.3 18.6
Benefit plans curtailment
liabilities/adjustments* 1.9 (1.6)
Less payments (3.9) (5.8)
Balance at end of period $15.5 $15.5
</TABLE>
*Primarily recorded in other deferred credits.
5. The Company owns 28% of the common stock of Allegheny
Generating Company (AGC), and affiliates of the Company own the
remainder. AGC owns an undivided 40% interest, 840 MW, in the
2,100-MW pumped-storage hydroelectric station in Bath County,
Virginia, operated by the 60% owner, Virginia Power Company, a
nonaffiliated utility. Following is a summary of income
statement information for AGC:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Electric operating revenues $20,825 $21,573 $62,757 $65,730
Operation & maintenance expense 1,299 1,324 3,633 4,691
Depreciation 4,290 4,274 12,870 12,722
Taxes other than income taxes 1,174 1,221 3,582 3,768
Federal income taxes 3,296 3,410 10,002 10,135
Interest charges 4,081 4,385 12,490 13,802
Other income, net (1) (5) (4) (14)
Net income $ 6,686 $ 6,964 $20,184 $20,626
</TABLE>
The Company's share of the equity in earnings above was $1.9
million for each of the three months ended September 30, 1996
and 1995, and $5.7 million and $5.8 million for the nine months
ended September 30, 1996 and 1995, respectively, and was
included in other income, net, on the Statement of Income.
<PAGE>
- 8 -
6. Common stock dividends per share declared and paid during the
periods for which income statements are included are as
follows:
<TABLE>
<CAPTION>
1996 1995
Number Amount Number Amount
of Shares Per Share of Shares Per Share
<S> <C> <C> <C> <C>
First Quarter 22,385,000 $.73 22,385,000 $.73
Second Quarter 22,385,000 $.73 22,385,000 $.73
Third Quarter 22,385,000 $.74 22,385,000 $.71
</TABLE>
Earnings per share are not reported inasmuch as the common
stock of the Company is 100% owned by its parent, Allegheny
Power System, Inc.
<PAGE>
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THE POTOMAC EDISON COMPANY
Management's Discussion and Analysis of Financial Condition
and Results of Operations
COMPARISON OF THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996
WITH THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1995
Review of Operations
NET INCOME
Net income for the third quarter of 1996 was $16.4
million compared with $16.7 million for the corresponding 1995 period.
For the first nine months of 1996, net income was $59.6 million compared
with $55.2 million for the corresponding 1995 period.
The three and nine month periods ended September 1996
include a restructuring charge of $2.3 million ($1.5 million, net of
taxes) and $18.6 million ($11.7 million, net of taxes), respectively. The
three and nine month periods ended September 1995 include a restructuring
charge of $4.0 million ($2.5 million, net of taxes). Restructuring
activities reported in the first six months continued in the third quarter
(see Note 4 to the financial statements).
The decrease in earnings for the third quarter,
excluding restructuring charges, was primarily due to a decrease in
kilowatt-hour (kWh) sales to residential customers because of relatively
cool weather this summer compared with the extremely hot weather in the
summer of 1995. The increase in year-to-date earnings, excluding
restructuring charges, was primarily due to an increase in residential and
commercial kWh sales due to increases in both the number of customers and
usage.
SALES AND REVENUES
Retail kWh sales to residential and commercial
customers in the third quarter decreased 8% and 2%, respectively, and to
industrial customers increased 2%. Retail kWh sales in the first nine
months to residential, commercial, and industrial customers increased 8%,
4%, and 1%, respectively. Decreased weather-related sales in the third
quarter largely due to cooling degree days that were more than 15% below
normal and 25% below the corresponding 1995 period more than offset growth
in the number of customers which resulted in the decrease in residential
and commercial sales. The increase in kWh sales to residential and
commercial customers in the first nine months was due to increases in both
the number of customers and usage. Heating degree days in the relatively
cold January through April 1996 period were 12% above the corresponding
1995 period. The increase in kWh sales to industrial customers in the
first nine months of 1996 resulted primarily from increased sales to
rubber, coal, and paper customers. Revenues from sales to industrial
customers decreased in both the third quarter and nine months ended
<PAGE>
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September 1996 due primarily to a decrease in the fuel and energy cost
component. The changes in revenues from retail customers resulted from
the following:
<TABLE>
<CAPTION>
Change from Prior Periods
Quarter Nine Months
(Millions of Dollars)
<S> <C> <C>
Increased (decreased) kWh sales $(5.1) $18.2
Fuel and energy cost adjustment clauses* (4.9) (7.2)
Other .3 (.8)
$(9.7) $10.2
</TABLE>
*Changes in revenues from fuel and energy cost adjustment
clauses have little effect on net income.
The increase in wholesale and other revenues for the
nine months ended September 1996 reflects increased revenues from
wholesale customers due to a rate increase effective in June 1995,
increased weather-related sales, and load additions to the wholesale
customers' systems.
<PAGE>
- 11 -
KWh deliveries to and revenues from bulk power
transactions are comprised of the following items:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995* 1996 1995*
<S> <C> <C> <C> <C>
KWh deliveries (in billions):
From transmission services 1.4 1.3 4.3 3.3
From sale of Company generation - .1 .2 .2
1.4 1.4 4.5 3.5
Revenues (in millions):
From transmission services $4.0 $3.5 $13.3 $10.9
From sale of Company generation 1.6 1.5 5.9 4.1
$5.6 $5.0 $19.2 $15.0
</TABLE>
Increased transmission services and sales of Company
generation resulted primarily from increased activity from power
marketers. About 95% of the benefits from bulk power transactions are
passed on to retail customers and have little effect on net income.
OPERATING EXPENSES
Fuel expenses for the third quarter and the first nine
months of 1996 decreased 8% and increased 2%, respectively. The change in
fuel expenses for both periods was due primarily to changes in kWh
generated. Fuel expenses are primarily subject to deferred power cost
accounting procedures with the result that changes in fuel expenses have
little effect on net income.
"Purchased power and exchanges" represents power
purchases from and exchanges with nonaffiliated utilities, capacity
charges paid to Allegheny Generating Company (AGC), an affiliate partially
owned by the Company, and other transactions with affiliates made pursuant
to a power supply agreement whereby each company uses the most economical
generation available in the Allegheny Power System at any given time, and
is comprised of the following items:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995* 1996 1995*
(Millions of Dollars)
<S> <C> <C> <C> <C>
Nonaffiliated transactions:
Purchased power $ 2.4 $ 2.2 $ 10.2 $10.5
Power exchanges .1 (1.0) 1.8 (.5)
Affiliated transactions:
AGC capacity charges 6.7 6.9 20.2 21.2
Other affiliated capacity
charges 11.9 11.1 35.6 32.7
Energy and spinning reserve
charges 11.5 10.3 35.9 35.3
$32.6 $29.5 $103.7 $99.2
</TABLE>
*Prior period amounts have been reclassified for comparative purposes to
reflect a change in the method of reporting certain bulk power
transmission transactions with nonaffiliated utilities. See Note 3 to
the Financial Statements for further information.
<PAGE>
- 12 -
The cost of purchased power, AGC capacity charges in
West Virginia, and affiliated energy and spinning reserve charges is
mostly recovered from customers currently through the regular fuel and
energy cost recovery procedures followed by the Company's regulatory
commissions and is primarily subject to deferred power cost procedures
with the result that changes in such costs have little effect on net
income.
While the Company does not currently purchase
generation from qualified facilities under the Public Utility Regulatory
Policies Act of 1978 (PURPA), an agreement has been reached with one
facility to commence purchasing generation in 1999. This project may
significantly increase the cost of power purchases.
The increase in other operation expense for the nine
months ended September 1996 resulted primarily from restructuring charges
which are discussed in Note 4 to the Financial Statements.
Maintenance expenses represent costs incurred to
maintain the power stations, the transmission and distribution (T&D)
system, and general plant, and reflect routine maintenance of equipment
and rights-of-way as well as planned major repairs and unplanned
expenditures, primarily from forced outages at the power stations and
periodic storm damage on the T&D system. In September 1996, the Company
experienced storm damage costs of approximately $1.4 million related to
tropical storm "Fran". Variations in maintenance expense result primarily
from unplanned events and planned major projects, which vary in timing and
magnitude depending upon the length of time equipment has been in service
without a major overhaul and the amount of work found necessary when
equipment is dismantled.
The net changes in federal and state income taxes for
the third quarter and first nine month periods resulted primarily from
variances in income before income taxes.
The combined increase of $1.4 million and $.5 million
in allowance for funds used during construction (AFDC) for the three and
nine months ended September 1996 is a result of a correction to reduce
previously accrued AFDC by $1.4 million in the third quarter of 1995.
Financial Condition and Requirements
The Company's discussion on Financial Condition and
Requirements and Changes in the Electric Utility Industry in the Allegheny
Power System companies' combined Annual Report on Form 10-K for the year
ended December 31, 1995, should be read with the following information.
In the normal course of business, the Company is
subject to various contingencies and uncertainties relating to its
operations and construction programs, including cost recovery in the
regulatory process, laws, regulations and uncertainties related to
environmental matters, and legal actions.
In July 1996, the Company presented an offer to buy the
Hagerstown, Maryland municipal electric distribution system. The offer
includes a $23 million cash payment, plus other incentives. The offer
came as a result of discussions with a municipal Study Committee which has
recommended a public
<PAGE>
- 13 -
referendum on the November 1996 ballot to let voters decide the issue. In
late September 1996, following a vote by the City Council not to allow
citizens to decide on the sale in a referendum, the Company withdrew its
offer to purchase the system.
The Virginia State Corporation Commission on October
29, 1996, approved an agreement filed by the Company and the Staff of the
Commission that will lower electric rates for Virginia customers. The
decrease in gross revenues will be about $1.2 million on an annual basis.
The new rates became effective with service rendered on November 1, 1996.
The Company continues to advocate true competition in
the electric utility industry. In Virginia, the Company told the State
Corporation Commission that "the public interest will be best served by
moving to implement a more competitive structure for the delivery of
retail electric service". The Company is very proactive in its efforts to
promote deregulation in the electric utility industry in the states in
which it serves. The Company also believes that a Federal framework of
legislation to speed customer choice and provide uniform rules for all
players is necessary because of differences among the states. Along with
Federal legislation, the Company supports deregulation of all generation,
regulation of transmission by Federal Energy Regulatory Commission, and
regulation of distribution companies by the states.
<PAGE>
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THE POTOMAC EDISON COMPANY
Part II - Other Information to Form 10-Q
for Quarter Ended September 30, 1996
ITEM 5. OTHER INFORMATION
The Company received a questionnaire on October 1, 1996
from the U.S. Environmental Protection Agency (EPA) concerning a release
or threat of release of hazardous substances, pollutants, or contaminants
into the environment at the Butler Tunnel Site located in Luzerne County,
Pennsylvania.
Following a diligent and reasonable search of its
records and discussions with appropriate employees, the Company notified
the EPA that it has no records or recollection of any business relations
with the site or any of the companies identified in the questionnaire.
It is not possible to determine at this time what
impact, if any, this matter may have on the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) (27) Financial Data Schedule
(b) No reports on Form 8-K were filed on behalf of the
Company for the quarter ended September 30, 1996.
Signature
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE POTOMAC EDISON COMPANY
/s/ THOMAS J. KLOC
Thomas J. Kloc
Controller
(Chief Accounting Officer)
November 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 3,592
<SECURITIES> 0
<RECEIVABLES> 91,898
<ALLOWANCES> 912
<INVENTORY> 39,257
<CURRENT-ASSETS> 168,964
<PP&E> 2,096,462
<DEPRECIATION> 777,847
<TOTAL-ASSETS> 1,657,349
<CURRENT-LIABILITIES> 114,902
<BONDS> 628,336
0
16,378
<COMMON> 447,700
<OTHER-SE> 229,404
<TOTAL-LIABILITY-AND-EQUITY> 1,657,349
<SALES> 544,246
<TOTAL-REVENUES> 544,246
<CGS> 341,768
<TOTAL-COSTS> 430,050
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,035
<INCOME-PRETAX> 86,885
<INCOME-TAX> 27,270
<INCOME-CONTINUING> 59,615
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 59,615
<EPS-PRIMARY> 0.00<F1>
<EPS-DILUTED> 0.00<F1>
<FN>
<F1>All common stock is owned by parent, no EPS required.
</FN>
</TABLE>
