Page 1 of 11 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 March 31, 1994 Commission File Number 1-267 Allegheny Power System, Inc. (Exact name of registrant as specified in its charter) Maryland 13-5531602 (State of Incorporation) (I.R.S. Employer Identification No.) 12 East 49th Street, New York, New York 10017-1028 Telephone Number - 212-752-2121 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 May 12, 1994, 118,037,427 shares of the Common Stock ($1.25 par value) of the registrant were outstanding. - 2 - ALLEGHENY POWER SYSTEM, INC. Form 10-Q for Quarter Ended March 31, 1994 Page Index No. PART I--FINANCIAL INFORMATION Consolidated statement of income - Three months ended March 31, 1994 and 1993 3 Consolidated balance sheet - March 31, 1994 and December 31, 1993 4 Consolidated statement of cash flows - Three months ended March 31, 1994 and 1993 5 Notes to consolidated financial statements 6 Management's discussion and analysis of financial condition and results of operations 7-10 PART II--OTHER INFORMATION 11 - 3 - ALLEGHENY POWER SYSTEM, INC. Consolidated Statement of Income Three Months Ended March 31 1994 1993 (Thousands of Dollars) ELECTRIC OPERATING REVENUES: Residential $274 465 $233 494 Commercial 120 258 106 348 Industrial 179 613 163 083 Nonaffiliated utilities 111 612 91 328 Other 18 384 20 425 Total Operating Revenues 704 332 614 678 OPERATING EXPENSES: Operation: Fuel 155 720 152 853 Purchased power and exchanges, net 136 487 97 226 Deferred power costs, net 5 182 (1 625) Other 68 961 62 975 Maintenance 63 902 56 811 Depreciation 55 872 51 601 Taxes other than income taxes 49 996 46 824 Federal and state income taxes 50 055 40 489 Total Operating Expenses 586 175 507 154 Operating Income 118 157 107 524 OTHER INCOME AND DEDUCTIONS: Allowance for other than borrowed funds used during construction 2 865 3 254 Other income, net (299) (30) Total Other Income and Deductions 2 566 3 224 Income Before Interest Charges and Preferred Dividends 120 723 110 748 INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest on long-term debt 36 923 40 174 Other interest 2 448 1 069 Allowance for borrowed funds used during construction (1 784) (2 381) Dividends on preferred stock of subsidiaries 4 232 4 277 Total Interest Charges and Preferred Dividends 41 819 43 139 CONSOLIDATED NET INCOME $ 78 904 $ 67 609 COMMON STOCK SHARES OUTSTANDING (average) 117 667 736 113 902 668 EARNINGS PER AVERAGE SHARE $.67 $.59 See accompanying notes to consolidated financial statements. - 4 - ALLEGHENY POWER SYSTEM, INC. Consolidated Balance Sheet March 31, December 31, 1994 1993 (Thousands of Dollars) ASSETS: Property, Plant, and Equipment: At original cost, including $659,626,000 and $638,920,000 under construction $7 238 334 $7 176 847 Accumulated depreciation (2 422 280) (2 388 758) 4 816 054 4 788 089 Investments and Other Assets: Subsidiaries consolidated--excess of cost over book equity at acquisition 15 077 15 077 Securities of associated company--at cost, which approximates equity 1 250 1 250 Other 24 431 24 357 40 758 40 684 Current Assets: Cash and temporary cash investments 4 269 2 417 Accounts receivable: Electric service, net of $4,345,000 and $3,418,000 uncollectible allowance 224 405 188 139 Other 9 587 7 736 Materials and supplies--at average cost: Operating and construction 90 997 86 766 Fuel 68 935 71 392 Deferred power costs 9 449 14 054 Prepaid taxes 55 176 43 139 Other 16 433 10 391 479 251 424 034 Deferred Charges: Regulatory assets 582 158 577 817 Unamortized loss on reacquired debt 43 660 44 435 Other 84 914 74 109 710 732 696 361 Total Assets $6 046 795 $5 949 168 CAPITALIZATION AND LIABILITIES: Capitalization: Common stock $ 147 547 $ 147 079 Other paid-in capital 939 424 931 063 Retained earnings 908 334 877 673 1 995 305 1 955 815 Preferred stock: Not subject to mandatory redemption 250 086 250 086 Subject to mandatory redemption 26 400 26 400 Long-term debt 2 035 685 2 008 104 4 307 476 4 240 405 Current Liabilities: Short-term debt 122 504 130 636 Long-term debt and preferred stock due within one year 11 200 27 200 Accounts payable 177 562 187 690 Taxes accrued: Federal and state income 63 969 14 689 Other 42 221 57 758 Interest accrued 36 685 38 626 Other 89 529 73 467 543 670 530 066 Deferred Credits and Other Liabilities: Unamortized investment credit 164 247 166 328 Deferred income taxes 887 833 873 695 Regulatory liabilities 107 475 107 372 Other 36 094 31 302 1 195 649 1 178 697 Total Capitalization and Liabilities $6 046 795 $5 949 168 See accompanying notes to consolidated financial statements. - 5 - ALLEGHENY POWER SYSTEM, INC. Consolidated Statement of Cash Flows Three Months Ended March 31 1994 1993 (Thousands of Dollars) CASH FLOWS FROM OPERATIONS: Consolidated net income $ 78 904 $ 67 609 Depreciation 55 872 51 601 Deferred investment credit and income taxes, net (4 161) 377 Deferred power costs, net 5 182 (1 625) Allowance for other than borrowed funds used during construction (2 865) (3 254) Changes in certain current assets and liabilities: Accounts receivable, net (38 117) (29 007) Materials and supplies (1 774) (3 231) Accounts payable (10 128) (33 970) Taxes accrued 33 743 19 786 Interest accrued (1 941) 1 240 Other, net 6 592 8 220 121 307 77 746 CASH FLOWS FROM INVESTING: Construction expenditures (86 084) (100 014) Allowance for other than borrowed funds used during construction 2 865 3 254 (83 219) (96 760) CASH FLOWS FROM FINANCING: Sale of common stock 8 829 8 785 Issuance of long-term debt 27 309 232 333 Retirement of long-term debt (16 000) (18 455) Deposit with trustees for redemption of long-term debt - (184 646) Short-term debt, net (8 132) 14 195 Cash dividends on common stock (48 242) (46 129) (36 236) 6 083 NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 1 852 (12 931) Cash and Temporary Cash Investments at January 1 2 417 17 032 Cash and Temporary Cash Investments at March 31 $ 4 269 $ 4 101 Supplemental cash flow information: Cash paid during the quarter for: Interest (net of amount capitalized) $ 38 240 $ 36 535 Income taxes - 5 128 See accompanying notes to consolidated financial statements. - 6 - ALLEGHENY POWER SYSTEM, INC. Notes to Consolidated Financial Statements 1. The Company's Notes to Consolidated Financial Statements in the Allegheny Power System companies' combined Annual Report on Form 10-K for the year ended December 31, 1993, should be read with the accompanying financial statements and the following notes. With the exception of the December 31, 1993 consolidated balance sheet which was in the aforementioned annual report on Form 10-K, the accompanying consolidated financial statements appearing on pages 3 through 5 and these notes to consolidated financial statements are unaudited. In the opinion of the Company, such consolidated financial statements together with these notes thereto contain all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the Company's financial position as of March 31, 1994, and the results of operations and cash flows for the three months ended March 31, 1994 and 1993. 2. The Consolidated Statement of Income reflects the results of past operations and is not intended as any representation as to future results. For purposes of the Consolidated Balance Sheet and Consolidated Statement of Cash Flows, temporary cash investments with original maturities of three months or less, generally in the form of commercial paper, certificates of deposit, and repurchase agreements, are considered to be the equivalent of cash. 3. On March 1, 1994, The Potomac Edison Company retired at maturity $16 million of 4-5/8% first mortgage bonds. 4. Other paid-in capital increased $8,386,000 in the three months ended March 31, 1994, representing the excess of amounts received over par value, less related expenses, from the issuance of 373,845 shares of common stock pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan and Employee Stock Ownership and Savings Plan. Additionally, other paid-in capital decreased $25,000 for expenses related to the October 1993 public sale of shares of common stock. 5. Common stock dividends per share declared during the periods for which income statements are included are as follows: Three Months Ended March 31 1994 1993 Number of Shares. . . . . . . . . . . . . . 117,663,582 113,898,736 Amount per Share. . . . . . . . . . . . . . $.41 $.405 - 7 - ALLEGHENY POWER SYSTEM, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations COMPARISON OF FIRST QUARTER OF 1994 WITH FIRST QUARTER OF 1993 CONSOLIDATED NET INCOME Consolidated net income for the first quarter of 1994 was $78.9 million or $.67 per average share, compared with $67.6 million or $.59 per average share for the corresponding 1993 period. The increase in consolidated net income for the first quarter of 1994 resulted from greater kilowatthour (kWh) sales to retail customers and previously reported rate increases, primarily in Maryland and Pennsylvania effective in February and May 1993, respectively, offset in part by increased maintenance, depreciation, and other expenses. Retail sales in the first quarter of 1994 were favorably affected by record-setting cold temperatures in January 1994. SALES AND REVENUES Retail kWh sales to residential, commercial, and industrial customers increased 9%, 6%, and 3%, respectively. The increase in kWh sales to residential and commercial customers was primarily due to an increase in weather-related sales. In mid-January 1994, the coldest temperatures ever recorded in much of the System service territory resulted in heating degree days which were 45% over the prior January and 16% above normal. The increase in kWh sales to industrial customers occurred in almost all industrial groups. The increase in revenues from retail customers resulted from the following: Change from Prior Period (Millions of Dollars) Increased kWh sales $20.8 Fuel and energy cost adjustment clauses (1) 28.2 Rate increases (2): Pennsylvania 13.6 Maryland 2.9 West Virginia 2.0 Virginia 1.4 19.9 Other 2.5 $71.4 (1) Changes in revenues from fuel and energy cost adjustment clauses have little effect on consolidated net income. (2) Reflects rate increases on an annual basis of about $11.3 million in Maryland effective February 25, 1993, a $61.6 million increase in base rates in Pennsylvania effective May 18, 1993, a surcharge of $3.9 million in West Virginia effective July 1, 1992, which was increased to $10.9 million effective July 1, 1993, for recovery of carrying charges on costs to comply with the Clean Air Act Amendments of 1990 (CAAA), and a $10.0 million base rate increase in Virginia effective September 28, 1993. - 8 - KWh sales to and revenues from nonaffiliated utilities are comprised of the following items: Three Months Ended March 31 1994 1993 KWh sales (in billions): From subsidiaries' generation .4 .6 From purchased power 3.3 2.9 3.7 3.5 Revenues (in millions): From subsidiaries' generation $ 10.4 $14.1 From sales of purchased power 101.2 77.2 $111.6 $91.3 Sales from subsidiaries' generation decreased because of growth of kWh sales to retail customers and generating unit outages, both of which reduces the amount available for sale, and continuing price competition. Increased sales from purchased power were due to increased demand resulting primarily from reduced availability of eastern utilities' generation equipment. About 95% of the aggregate benefits from sales to nonaffiliated utilities is passed on to retail customers and has little effect on consolidated net income. OPERATING EXPENSES Fuel expenses increased 2%, primarily the net result of a 3% increase in average coal prices and a 2% decrease in kWh generated. Fuel expenses are primarily subject to deferred power cost accounting procedures with the result that changes in fuel expenses have little effect on consolidated net income. "Purchased power and exchanges, net" represents power purchases from and exchanges with other utilities and purchases from qualified facilities under the Public Utility Regulatory Policies Act of 1978 (PURPA), and is comprised of the following items: Three Months Ended March 31 1994 1993 (Millions of Dollars) Purchased power: For resale to other utilities $ 89.7 $70.2 From PURPA generation 30.2 24.5 Other 13.3 2.6 Total power purchased 133.2 97.3 Power exchanges, net 3.3 (.1) $136.5 $97.2 The amount of power purchased from other utilities for use by subsidiaries and for resale to other utilities depends upon the availability of subsidiaries' generating equipment, transmission capacity, and fuel, and their cost of generation and the cost of operations of other utilities from which such purchases are made. The cost of power purchased for use by the subsidiaries, including power from PURPA generation, is mostly recovered from customers currently through the regular fuel and energy cost recovery procedures followed by the subsidiaries' regulatory commissions and is primarily subject to deferred power cost procedures with the result that changes in such costs have little - 9 - effect on consolidated net income. As described under SALES AND REVENUES above, the increase in sales to retail customers combined with generating unit outages resulted in increased purchases from other utilities. The primary reason for the fluctuation in purchases for resale to other utilities is also described under SALES AND REVENUES above. The increase in other operation expense resulted primarily from provisions for claims related to previously reported asbestos suits and a superfund site cleanup, the timing of expenditures for increased participation in research and development activities of the Electric Power Research Institute, and increased provisions for uncollectible accounts. Maintenance expenses represent costs incurred to maintain the power stations, the transmission and distribution (T&D) system, and general plant, and reflect routine maintenance of equipment and rights-of-way as well as planned major repairs and unplanned expenditures, primarily from forced outages at the power stations and periodic storm damage on the T&D system. In early January 1994, Monongahela Power Company experienced the worst storm in that company's history with nearly $7 million of damage to its facilities. These expenses were deferred pending rate recovery which has been requested in a rate case filing made on January 18, 1994. The subsidiaries are experiencing, and expect to continue to experience, increased expenditures due to the aging of their power stations. Variations in maintenance expense result primarily from unplanned events and planned major projects, which vary in timing and magnitude depending upon the length of time equipment has been in service without a major overhaul, the amount of work found necessary when equipment is dismantled, and outage requirements to comply with the CAAA. The increase in depreciation expense resulted primarily from additions to electric plant. Because of the increased levels of capital expenditures expected as a result of the CAAA and the replacement of aging equipment at the subsidiaries' power stations, depreciation expense is expected to increase significantly over the next few years. Taxes other than income taxes increased $3.2 million primarily from increases in gross receipts taxes resulting from higher revenues from retail customers. The net increase of $9.6 million in federal and state income taxes resulted primarily from an increase in income before taxes and an increase in the federal income tax rate pursuant to the Revenue Reconciliation Act of 1993 enacted in August 1993. The combined decrease of $1.0 million in allowance for funds used during construction (AFUDC) reflects an increase in the current recovery of carrying charges on CAAA expenditures in lieu of recording AFUDC. Interest on long-term debt decreased $3.3 million due primarily to interest savings from debt refinancings in 1993. Fluctuations in other interest expense as well as other income, net, reflect changes in the levels of temporary investments and short-term debt maintained by the companies. - 10 - LIQUIDITY AND CAPITAL RESOURCES The Company's discussion on Liquidity and Capital Resources in the Allegheny Power System companies' combined Annual Report on Form 10-K for the year ended December 31, 1993 should be read with the following information. Monongahela Power Company, on January 18, 1994, and The Potomac Edison Company, on January 14, 1994, filed applications with the Public Service Commission of West Virginia for base rate increases designed to produce $61.3 million and $12.2 million, respectively, in additional annual revenues. On March 31, 1994, West Penn Power Company filed with the Pennsylvania Public Utility Commission for an increase in base rates of about $80 million in additional revenues on an annual basis. On April 15, 1994, The Potomac Edison Company filed with the Maryland Public Service Commission for a rate increase designed to produce $31 million in additional annual revenues from its Maryland customers. These increases, along with additional rate increase requests to be filed in Virginia, Ohio, and at the Federal Energy Regulatory Commission for wholesale customers, include recovery of the remaining carrying charges on investment, depreciation, and all operating costs required to comply with Phase I of the CAAA, and other increasing levels of expenses. It is expected that the subsidiaries will begin to receive additional revenues from these rate cases on or about the time they begin to incur additional depreciation and operating costs for the scrubbers to be placed in service on or before January 1, 1995. On May 11, 1994, Monongahela Power Company issued 500,000 shares of $7.73 preferred stock with a par value of $100 per share. In the normal course of business, the subsidiaries are subject to various contingencies and uncertainties relating to their operations and construction programs, including cost recovery in the regulatory process, laws, regulations and uncertainties related to environmental matters, and legal actions. As previously reported, the subsidiaries are currently named as defendants along with multiple other defendants in 2,056 pending asbestos cases involving multiple plaintiffs. While the cumulative number of claims appears to be significant, previous cases have been settled for an amount substantially less than the anticipated cost of defense, and it is believed that more than half of the cases relate solely to other defendants. The subsidiaries believe that the remaining cases involving them are without merit and that provisions for liabilities are such that these suits will not have a material effect on their financial position. As also previously reported, the subsidiaries and approximately 875 others have been identified by the Environmental Protection Agency as potentially responsible parties in a superfund site subject to cleanup. The subsidiaries believe that provisions for liabilities are such that costs incurred in connection with remediation efforts will not have a material effect on their financial position. - 11 - ALLEGHENY POWER SYSTEM, INC. Part II - Other Information to Form 10-Q for Quarter Ended March 31, 1994 ITEM 5. OTHER INFORMATION On May 5, 1994, the Senior Hearing Examiner in The Potomac Edison Company's 1993 Virginia base rate filing issued a report recommending an increase in annual revenues of $4.5 million based on a return on equity of 11.25%. On May 4, 1994, the Pennsylvania Public Utility Commission approved West Penn Power Company's request to accrue post in- service carrying charges on the Harrison scrubbers and to defer related depreciation and operating and maintenance expenses until they are recognized in rates. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (b) No reports on Form 8-K were filed on behalf of the Company for the quarter ended March 31, 1994. 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. ALLEGHENY POWER SYSTEM, INC. K. M. JONES K. M. Jones, Vice President (Chief Accounting Officer) May 12, 1994