Page 1 of 13 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1995 Commission File Number 1-5164 MONONGAHELA POWER COMPANY (Exact name of registrant as specified in its charter) Ohio 13-5229392 (State of Incorporation) (I.R.S. Employer Identification No.) 1310 Fairmont Avenue, Fairmont, West Virginia 26554 Telephone Number 304-366-3000 The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. At August 11, 1995, 5,891,000 shares of the common stock ($50 par value) of the registrant were outstanding, all of which is held by Allegheny Power System, Inc., the Company's parent. - 2 - MONONGAHELA POWER COMPANY Form 10-Q for Quarter Ended June 30, 1995 _________________________________________ Index _____ Page No. ____ PART I - FINANCIAL INFORMATION: ______________________________ Statement of income - Three and six months ended June 30, 1995 and 1994 3 Balance sheet - June 30, 1995 and December 31, 1994 4 Statement of cash flows - Six months ended June 30, 1995 and 1994 5 Notes to financial statements 6 - 7 Management's discussion and analysis of financial condition and results of operations 8 - 12 PART II - OTHER INFORMATION 13 ___________________________ - 3 - MONONGAHELA POWER COMPANY Statement of Income _________________________ Three Months Ended Six Months Ended June 30 June 30 ____________________ ___________________ 1995 1994 1995 1994 ____ ____ ____ ____ (Thousands of Dollars) ELECTRIC OPERATING REVENUES: Residential $ 44,787 $ 41,768 $101,605 $ 98,154 Commercial 29,084 26,881 60,820 56,432 Industrial 53,445 48,849 107,931 99,420 Nonaffiliated utilities 20,614 17,836 43,791 45,018 Other, including affiliates 19,797 22,606 41,282 46,825 ________ ________ ________ ________ Total Operating Revenues 167,727 157,940 355,429 345,849 ________ ________ ________ ________ OPERATING EXPENSES: Operation: Fuel 29,717 36,075 64,952 78,886 Purchased power and exchanges, net 45,423 38,655 90,572 83,914 Deferred power costs, net 3,753 845 10,265 4,448 Other 19,458 17,627 38,240 34,982 Maintenance 17,729 16,447 36,559 34,356 Depreciation 14,950 14,708 29,438 29,467 Taxes other than income taxes 8,605 9,944 18,422 20,785 Federal and state income taxes 8,044 6,784 20,257 17,862 ________ ________ ________ ________ Total Operating Expenses 147,679 141,085 308,705 304,700 ________ ________ ________ ________ Operating Income 20,048 16,855 46,724 41,149 ________ ________ ________ ________ OTHER INCOME AND DEDUCTIONS: Allowance for other than borrowed funds used during construction 123 514 162 1,083 Other income, net 2,714 1,786 4,893 3,617 ________ ________ ________ ________ Total Other Income and Deductions 2,837 2,300 5,055 4,700 ________ ________ ________ ________ Income Before Interest Charges 22,885 19,155 51,779 45,849 ________ ________ ________ ________ INTEREST CHARGES: Interest on long-term debt 9,608 8,739 18,496 17,477 Other interest 621 683 1,371 1,481 Allowance for borrowed funds used during construction (230) (489) (444) (911) ________ ________ ________ ________ Total Interest Charges 9,999 8,933 19,423 18,047 ________ ________ ________ ________ Income Before Cumulative Effect of Accounting Change 12,886 10,222 32,356 27,802 Cumulative Effect of Accounting Change, Net - - - 7,945 ________ ________ ________ ________ NET INCOME $ 12,886 $ 10,222 $ 32,356 $ 35,747 ________ ________ ________ ________ ________ ________ ________ ________ See accompanying notes to financial statements. - 4 - MONONGAHELA POWER COMPANY Balance Sheet _________________________ June 30 December 31 1995 1994 _______ ___________ ASSETS: (Thousands of Dollars) Property, Plant, and Equipment: At original cost, including $36,450,000 and $35,856,000 under construction $1,794,775 $1,763,533 Accumulated depreciation (725,105) (701,271) __________ __________ 1,069,670 1,062,262 __________ __________ Investments: Allegheny Generating Company - common stock at equity 58,993 60,137 Other 464 509 __________ __________ 59,457 60,646 __________ __________ Current Assets: Cash 120 132 Accounts receivable: Electric service, net of $1,621,000 and $1,912,000 uncollectible allowance 58,484 62,631 Affiliated and other 9,839 9,483 Notes receivable from affiliates 4,100 - Materials and supplies - at average cost: Operating and construction 24,780 24,563 Fuel 23,738 23,678 Prepaid tax 10,375 17,599 Other 8,886 7,180 __________ __________ 140,322 145,266 __________ __________ Deferred Charges: Regulatory assets 187,956 186,109 Unamortized loss on reacquired debt 16,403 11,500 Other 10,507 10,700 __________ __________ 214,866 208,309 __________ __________ Total Assets $1,484,315 $1,476,483 __________ __________ __________ __________ CAPITALIZATION AND LIABILITIES: Capitalization: Common stock $ 294,550 $ 294,550 Other paid-in capital 2,517 2,517 Retained earnings 202,556 198,626 __________ __________ 499,623 495,693 Preferred stock - not subject to mandatory redemption 74,000 114,000 Long-term debt 489,823 470,131 __________ __________ 1,063,446 1,079,824 __________ __________ Current Liabilities: Short-term debt - 39,470 Long-term debt and preferred stock due due within one year 58,500 - Accounts payable 20,479 31,871 Accounts payable to affiliates 5,816 6,021 Taxes accrued: Federal and state income 9,729 118 Other 12,666 20,193 Deferred power costs 7,247 - Interest accrued 9,261 10,927 Other 19,730 16,455 __________ __________ 143,428 125,055 __________ __________ Deferred Credits and Other Liabilities: Unamortized investment credit 23,662 24,734 Deferred income taxes 222,913 216,264 Regulatory liabilities 19,830 19,974 Other 11,036 10,632 __________ __________ 277,441 271,604 __________ __________ Total Capitalization and Liabilities $1,484,315 $1,476,483 __________ __________ __________ __________ See the accompanying notes to financial statements. - 5 - MONONGAHELA POWER COMPANY Statement of Cash Flows _________________________ Six Months Ended June 30 ____________________ 1995 1994 ____ ____ (Thousands of Dollars) CASH FLOWS FROM OPERATIONS: Net income $ 32,356 $ 35,746 Depreciation 29,438 29,466 Deferred investment credit and income taxes, net 1,545 (2,000) Deferred power costs, net 10,265 4,446 Unconsolidated subsidiaries' dividends in excess of earnings 1,189 1,091 Allowance for other than borrowed funds used during construction (162) (1,084) Cumulative effect of accounting change before income taxes - (13,279) Changes in certain current assets and liabilities: Accounts receivable, net, excluding cumulative effect of accounting change 3,791 2,319 Materials and supplies (277) (4,163) Accounts payable (11,597) (6,825) Taxes accrued 2,084 (1,825) Interest accrued (1,666) (75) Other current liabilities 3,275 6,607 Other, net 6,958 5,083 ________ ________ 77,199 55,507 ________ ________ CASH FLOWS FROM INVESTING: Construction expenditures (38,111) (47,800) Allowance for other than borrowed funds used during construction 162 1,084 ________ ________ (37,949) (46,716) ________ ________ CASH FLOWS FROM FINANCING: Sale of preferred stock - 49,635 Issuance of long-term debt 132,137 971 Retirement of long-term debt (99,403) - Short-term debt, net (39,470) (29,400) Notes receivable from affiliates (4,100) - Dividends on capital stock: Preferred stock (4,037) (3,099) Common stock (24,389) (26,863) ________ ________ (39,262) (8,756) ________ ________ NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS $ (12) $ 35 Cash and Temporary Cash Investments at January 1 132 135 ________ ________ Cash and Temporary Cash Investments at June 30 $ 120 $ 170 ________ ________ ________ ________ Supplemental cash flow information: Cash paid during the period for: Interest (net of amount capitalized) $ 20,801 $ 17,540 Income taxes 9,199 16,563 See accompanying notes to financial statements. - 6 - MONONGAHELA POWER 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, 1994, should be read with the accompanying financial statements and the following notes. With the exception of the December 31, 1994 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 thereto contain all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the Company's financial position as of June 30, 1995, the results of operations for the three and six months ended June 30, 1995 and 1994, and cash flows for the six months ended June 30, 1995 and 1994. 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. Earnings for the 1994 periods have been restated to reflect retroactively the cumulative effect of an accounting change adopted as of January 1994 to record unbilled revenues. 4. In June 1995, the Company issued $25 million of 6.15%, 20-year pollution control revenue notes, to refund $25 million of 7.75% Series B pollution control revenue notes due 2009. These notes will be refunded in July 1995 but have been extinguished as of the June 30, 1995, balance sheet because funds have been placed in an irrevocable trust to satisfy the obligation. The Company issued $70 million of 7.625%, 30-year first mortgage bonds in May 1995 to refund $70 million of 8.875% series due 2019. The Company also issued $40 million of 8% Junior Subordinated Deferrable Interest Debentures in June 1995 to replace the following issues of preferred stock: $5 million of $7.36 Series E, $5 million of $8.80 Series G, $5 million of $7.92 Series H, $10 million of $7.92 Series I, and $15 million of $8.60 Series J. - 7 - 5. The Company owns 27% 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: Three Months Ended Six Months Ended June 30 June 30 _____________________ __________________ 1995 1994 1995 1994 ____ ____ ____ ____ (Thousands of Dollars) Electric operating revenues $22,061 $21,869 $44,157 $44,300 _______ _______ _______ _______ Operation & maintenance expense 1,571 1,444 3,367 3,277 Depreciation 4,224 4,236 8,448 8,472 Taxes other than income taxes 1,248 1,528 2,547 2,868 Federal income taxes 3,502 3,408 6,725 6,921 Interest charges 4,432 4,487 9,417 8,913 Other income, net (9) (5) (9) (7) _______ _______ _______ _______ Net income $ 7,093 $ 6,771 $13,662 $13,856 _______ _______ _______ _______ _______ _______ _______ _______ The Company's share of the equity in earnings above was $1.9 million and $1.8 million for the three months ended June 30, 1995 and 1994, respectively, and $3.7 million for both the six months ended June 30, 1995 and 1994, respectively, and was included in other income, net, on the Statement of Income. 6. Common stock dividends per share declared and paid during the periods for which income statements are included are as follows: 1995 1994 _____________________________ _________________________ 1st 2nd 1st 2nd Quarter Quarter Quarter Quarter _______ _______ _______ _______ Number of Shares 5,891,000 5,891,000 5,891,000 5,891,000 Amount per Share $2.07 $2.07 $2.29 $2.27 Earnings per share are not reported inasmuch as the common stock of the Company is 100% owned by its parent, Allegheny Power System, Inc. - 8 - MONONGAHELA POWER COMPANY Management's Discussion and Analysis of Financial Condition and Results of Operations ___________________________________________________________ COMPARISON OF SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 1995 WITH SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 1994 NET INCOME Net income for the second quarter of 1995 was $12.9 million compared with $10.2 million for the corresponding 1994 period. For the first six months of 1995, net income was $32.4 million compared with $27.8 million for the corresponding 1994 period, before the cumulative effect of an accounting change to record unbilled revenues. The increase in net income for the second quarter and in income before cumulative effect of an accounting change for the first six months of 1995 reflects increased retail revenues resulting primarily from previously reported rate increases and also in the second quarter from greater kilowatthour (kWh) sales to retail customers. The increased retail revenues in the 1995 periods more than offset increases in interest and other expenses. SALES AND REVENUES Retail kWh sales to commercial and industrial customers in the second quarter increased 4% and 5%, respectively and to residential customers remained about the same. In the first six months, retail kWh sales to commercial and industrial customers increased 3% and 4%, respectively, and to residential customers decreased 4%. Milder weather in the first six months of 1995 as compared to some of the coldest temperatures ever recorded in much of the Company's service territory during the first quarter of 1994 resulted in reduced residential kWh sales. The increase in kWh sales to industrial customers in the second quarter and first six months of 1995 resulted primarily from increased sales to primary metal customers. Industrial sales were adversely affected in the second quarter of 1994 by fires at two large industrial customers. The increase in revenues from retail customers resulted from the following: Change from Prior Periods _______________________________ Quarter Six Months _______ __________ (Millions of Dollars) Change in kWh sales $1.3 $ (.1) Fuel and energy cost adjustment clauses(1) 1.0 .6 Rate increases(2) 7.2 15.5 Other .3 .4 ____ _____ $9.8 $16.4 ____ _____ ____ _____ - 9 - (1) Changes in revenues from fuel and energy cost adjustment clauses have little effect on net income. (2) Reflects a base rate increase in West Virginia of $23.5 million on an annual basis effective November 16, 1994. This is in addition to $6.9 million of Clean Air Act Amendments of 1990 (CAAA) recovery granted effective July 1, 1994, in West Virginia. These rate increases included recovery of carrying charges on investment, depreciation, and operating costs required to comply with Phase I of the CAAA in West Virginia, and other increasing levels of expense. See page 11 for further information on the West Virginia rate case. KWh sales to and revenues from nonaffiliated utilities are comprised of the following items: Three Months Ended Six Months Ended June 30 June 30 _____________________ ___________________ 1995 1994 1995 1994 ____ ____ ____ ____ KWh sales (in billions): From Company generation - .1 .1 .2 From purchased power .7 .4 1.4 1.2 _____ _____ ______ ______ .7 .5 1.5 1.4 _____ _____ ______ ______ _____ _____ ______ ______ Revenues (in millions): From Company generation $ .6 $ 2.4 $ 1.7 $ 5.4 From sales of purchased power 20.0 15.4 42.1 39.6 _____ _____ ______ ______ $20.6 $17.8 $43.8 $45.0 _____ _____ ______ ______ _____ _____ ______ ______ Sales from Company generation decreased because of growth of kWh sales to retail customers and generating unit outages, both of which reduce the amount available for sale, and because of decreased demand and continuing price competition. Sales of purchased power vary depending on the availability of eastern utilities' generating equipment, demand for energy, and competition. The decrease in other revenues resulted primarily from a decrease in sales of energy and spinning reserve to affiliated companies. About 90% of the aggregate benefits from sales to affiliated and nonaffiliated utilities is passed on to retail customers and has little effect on net income. - 10 - OPERATING EXPENSES Fuel expenses for both the second quarter and the first six months of 1995 decreased 18%. The decrease in fuel expenses was a result of an 8% decrease in average coal prices and a decrease in kWhs generated of 10% in both periods. The reduced average coal prices are primarily the result of renegotiations of long-term fuel contracts which reduced fuel prices effective January 1995. 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, 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), capacity charges paid to Allegheny Generating Company (AGC), 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: Three Months Ended Six Months Ended June 30 June 30 _____________________ __________________ 1995 1994 1995 1994 ____ ____ ____ ____ (Millions of Dollars) Nonaffiliated transactions: Purchased power: For resale to other utilities $17.7 $13.6 $37.5 $35.0 From PURPA generation 19.3 17.8 36.1 32.3 Other 3.8 2.3 6.1 5.4 Power exchanges, net (.5) (.6) .3 .2 Affiliated transactions: AGC capacity charges 5.1 5.3 10.3 10.6 Energy and spinning reserve charges - .3 .3 .4 _____ _____ _____ _____ $45.4 $38.7 $90.6 $83.9 _____ _____ _____ _____ _____ _____ _____ _____ The amount of power purchased from nonaffiliated utilities for use by the Company and for resale to nonaffiliated utilities depends upon the availability of the Company's generating equipment, transmission capacity, and fuel, and its cost of generation and the cost of operations of nonaffiliated utilities from which such purchases are made. The cost of power purchased for use by the Company, including power from PURPA generation and affiliated companies, 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. The primary reason for the increases in purchases for resale to other utilities is described under SALES AND REVENUES above. - 11 - The increases in other operation expense for the second quarter and six-month periods resulted primarily from increased power station operating costs, including expenses related to the Harrison scrubbers which became available for service in November 1994, an increase in research and development expense due to the timing of payments, and increases in salaries and wages and employee benefits for the first six months these increases were offset in part by environmental liabilities recorded in the first quarter of 1994. 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. The Company is also experiencing, and expects to continue to experience, increased expenditures due to the aging of its 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 and the amount of work found necessary when equipment is dismantled. Taxes other than income taxes decreased $1.3 million and $2.4 million in the second quarter and first six months of 1995, respectively, due primarily to a decrease in West Virginia Business and Occupation taxes (B&O taxes) resulting primarily from an increase in the industrial expansion credit. As a result of an amendment in the B&O tax law effective June 1, 1995, which changed the basis for this tax from generation to generating capacity, this tax is expected to decrease effective February 1, 1996, because of a rate reduction for scrubbed capacity. The net increases of $1.3 million and $2.4 million in federal and state income taxes for the second quarter and first six-month periods, respectively, resulted primarily from increases in income before income taxes. The combined decreases of $.7 million and $1.4 million in allowance for funds used during construction (AFUDC) for the second quarter and first six-month periods, respectively, reflect decreases in capital expenditures upon substantial completion of Phase I of the Clean Air Act Amendments. The increase in other income, net for the second quarter and first six-month periods was due primarily to proceeds from the sale of timber and to interest income on a tax refund and on funds available as a result of the timing of the debt and preferred stock refinancings in the second quarter of 1995. Interest on long-term debt increased $.9 million for the quarter and $1.0 million for the first six months due primarily to the timing of the refinancing of $70 million of first mortgage bonds and $25 million of pollution control revenue notes, interest related to the issuance of $40 million of Junior Subordinated Deferrable Interest Debentures, and new security issues in 1994. Fluctuations in other interest expense reflect changes in the level of short-term debt maintained by the Company. - 12 - 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, 1994 should be read with the following information. In March 1995, in response to requests for reconsideration of the rate order to the Company in mid-November 1994, the Public Service Commission of West Virginia (PSC) ordered a considerable number of changes from the November order, including reallocations of the rate increases among customer classes and that certain Harrison scrubber-related expenses be reviewed as part of the annual Expanded Net Energy Cost (ENEC) review procedure in June 1995. The PSC later agreed with its staff to delay implementation of the March 1995 order until completion of the ENEC review. Following the March 1995 order, the Company petitioned the West Virginia Supreme Court of Appeals to review the PSC's order as to various issues, including the low allowed return on equity of 10.85%. Effective July 1, 1995, following the ENEC review, the PSC reduced the Company's annual base rates by $1.1 million related to scrubber expenses and stated that those items would be again reviewed in the 1996 ENEC review. On July 10, 1995, the Company filed a petition for reconsideration related to the scrubber expenses. 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. As previously reported, the Company is currently named as a defendant along with multiple other affiliated and nonaffiliated defendants in 3,156 pending asbestos cases involving multiple plaintiffs, including 815 new cases filed in 1995 to date. 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. Also as previously reported, the Company and its affiliates and approximately 875 others have been identified by the Environmental Protection Agency as potentially responsible parties in a Superfund site subject to cleanup. The Company believes that provisions for liabilities and insurance recoveries are such that final resolution of these matters will not have a material effect on its financial position. In March 1995, the Federal Energy Regulatory Commission (FERC) published a Notice of Proposed Rulemaking (NOPR) that would mandate sweeping changes to promote increased competition in the wholesale electric industry. The proposals would require that utilities file nondiscriminatory open access transmission tariffs and other comparable transmission services to eligible third parties. It also would allow utilities the opportunity to recover stranded costs. The Company has submitted comments to the FERC. On May 11, 1995, at the annual meeting of stockholders, the System announced that it was proceeding with a functional reorganization. As a result of the reorganization and consolidation efforts currently underway, staff reductions with possible future layoffs appear to be inevitable. - 13 - MONONGAHELA POWER COMPANY Part II-Other Information to Form 10-Q for Quarter Ended June 30, 1995 _______________________________________ ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K _______ ________________________________ (a) Exhibits 27 Financial Data Schedule. (b) On May 23, 1995, the Company filed a report on Form 8-K including an exhibit consisting of a supplemental indenture dated as of May 1, 1995. On June 21, 1995, the Company filed a report on Form 8-K including an exhibit consisting of an indenture dated as of May 15, 1995. 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. MONONGAHELA POWER COMPANY August 11, 1995 RICHARD E. MYERS _________________________ Richard E. Myers, Controller (Chief Accounting Officer)