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 March 31, 1996 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 May 15, 1996, 5,891,000 shares of the Common Stock ($50 par value) of the registrant were outstanding, all of which are held by Allegheny Power System, Inc., the Company's parent. - 2 - MONONGAHELA POWER COMPANY Form 10-Q for Quarter Ended March 31, 1996 Index Page No. PART I--FINANCIAL INFORMATION: Statement of income - Three months ended March 31, 1996 and 1995 3 Balance sheet - March 31, 1996 and December 31, 1995 4 Statement of cash flows - Three months ended March 31, 1996 and 1995 5 Notes to financial statements 6-7 Management's discussion and analysis of financial condition and results of operations 8-11 PART II--OTHER INFORMATION 12-13 - 3 - MONONGAHELA POWER COMPANY Statement of Income Three Months Ended March 31 1996** 1995 (Thousands of Dollars) ELECTRIC OPERATING REVENUES: Residential $ 61,320 $ 56,818 Commercial 31,506 31,736 Industrial 53,791 54,486 Wholesale and other, including affiliates * 24,949 21,264* Bulk power transactions, net * 4,051 3,688* Total Operating Revenues 175,617 167,992 OPERATING EXPENSES: Operation: Fuel 37,687 35,235 Purchased power and exchanges * 26,736 25,440* Deferred power costs, net 3,257 6,512 Other 35,572 18,781 Maintenance 19,534 18,830 Depreciation 13,929 14,488 Taxes other than income taxes 10,418 9,817 Federal and state income taxes 7,584 12,213 Total Operating Expenses 154,717 141,316 Operating Income 20,900 26,676 OTHER INCOME AND DEDUCTIONS: Allowance for other than borrowed funds used during construction 9 39 Other income, net 1,928 2,179 Total Other Income and Deductions 1,937 2,218 Income Before Interest Charges 22,837 28,894 INTEREST CHARGES: Interest on long-term debt 9,288 8,888 Other interest 574 750 Allowance for borrowed funds used during construction (14) (214) Total Interest Charges 9,848 9,424 NET INCOME $ 12,989 $ 19,470 * 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. **The 1996 period includes restructuring charges of $10.4 million, net of taxes. See Note 4 on page 6. See accompanying notes to financial statements. - 4 - MONONGAHELA POWER COMPANY Balance Sheet March 31, December 31, 1996 1995 ASSETS: (Thousands of Dollars) Property, Plant, and Equipment: At original cost, including $18,741,000 and $29,443,000 under construction $1,829,436 $1,821,613 Accumulated depreciation (758,372) (747,013) 1,071,064 1,074,600 Investments: Allegheny Generating Company - common stock at equity 57,145 57,821 Other 400 422 57,545 58,243 Current Assets: Cash 455 117 Accounts receivable: Electric service, net of $2,316,000 and $2,267,000 uncollectible allowance 73,262 71,759 Affiliated and other 11,424 11,577 Materials and supplies--at average cost: Operating and construction 20,520 21,297 Fuel 20,460 20,305 Prepaid taxes 13,383 17,778 Deferred income taxes 9,304 7,972 Other 3,983 4,857 152,791 155,662 Deferred Charges: Regulatory assets 164,558 164,900 Unamortized loss on reacquired debt 15,944 16,174 Other 12,007 11,012 192,509 192,086 Total Assets $1,473,909 $1,480,591 CAPITALIZATION AND LIABILITIES: Capitalization: Common stock $294,550 $294,550 Other paid-in capital 2,441 2,441 Retained earnings 208,121 208,761 505,112 505,752 Preferred stock 74,000 74,000 Long-term debt and QUIDS 489,581 489,995 1,068,693 1,069,747 Current Liabilities: Short-term debt 12,394 29,868 Long-term debt due within one year 500 18,500 Accounts payable 20,975 24,582 Accounts payable to affiliates 7,478 6,500 Taxes accrued: Federal and state income 21,212 8,068 Other 13,899 20,749 Deferred power costs 18,094 14,202 Interest accrued 12,737 8,577 Restructuring liabilities 10,964 3,693 Other 20,151 15,940 138,404 150,679 Deferred Credits and Other Liabilities: Unamortized investment credit 22,054 22,590 Deferred income taxes 203,314 206,616 Regulatory liabilities 19,823 20,183 Restructuring liabilities 5,950 - Other 15,671 10,776 266,812 260,165 Total Capitalization and Liabilities $1,473,909 $1,480,591 See accompanying notes to financial statements. - 5 - MONONGAHELA POWER COMPANY Statement of Cash Flows Three Months Ended March 31 1996 1995 (Thousands of Dollars) CASH FLOWS FROM OPERATIONS: Net income $12,989 $19,470 Depreciation 13,929 14,488 Deferred investment credit and income taxes, net (5,530) 448 Deferred power costs, net 3,257 6,512 Unconsolidated subsidiaries' dividends in excess of earnings 698 666 Allowance for other than borrowed funds used during construction (9) (39) Restructuring charges 16,349 - Changes in certain current assets and liabilities: Accounts receivable, net (1,350) 276 Materials and supplies 622 (743) Accounts payable (2,629) (12,059) Taxes accrued 6,294 9,846 Interest accrued 4,160 (390) Other, net 12,243 8,435 61,023 46,910 CASH FLOWS FROM INVESTING: Construction expenditures (11,090) (18,005) Allowance for other than borrowed funds used during construction 9 39 (11,081) (17,966) CASH FLOWS FROM FINANCING: Retirement of long-term debt (18,500) - Short-term debt, net (17,474) (14,681) Dividends on capital stock: Preferred stock (1,259) (2,081) Common stock (12,371) (12,194) (49,604) (28,956) NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 338 (12) Cash and Temporary Cash Investments at January 1 117 132 Cash and Temporary Cash Investments at March 31 $ 455 $ 120 Supplemental cash flow information: Cash paid during the period for: Interest (net of amount capitalized) $2,734 $9,519 Income taxes - - 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, 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 thereto contain all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the Company's financial position as of March 31, 1996, and the results of operations and cash flows for the three months ended March 31, 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 $10.6 million and $19.7 million for the three months ended March 31, 1996 and 1995, respectively, with no change in operating income or net income. 4. As previously announced, the System is undergoing a reorganization and reengineering process (restructuring) to simplify its management structure and to increase efficiency. On March 12, 1996, the Company and its affiliates announced additional restructuring plans which include consolidating operating divisions, and centralizing and changing many accounting, customer services, and other functions. As a consequence of this process, an additional work force reduction of approximately 1,000 System employees will occur. It is expected that approximately 50% of the positions will be eliminated by July 1996 with the remaining positions eliminated by 1998. Reductions will be accomplished through an enhanced separation plan, attrition, and, in the union workforce, pursuant to appropriate contract. - 7 - Additional restructuring charges which reflect estimated liabilities for severance and other employee termination costs are estimated to be about $25 million ($15 million after tax) of which $17.4 million ($10.4 million after tax) was recorded in the first quarter of 1996. The remaining charges will be recorded later, primarily in the third quarter of 1996, as required by applicable accounting rules. A summary of restructuring liabilities is provided below: First Quarter 1996 (Millions of Dollars) Restructuring Liability (before tax): Balance at beginning of quarter $ 3.7 Add first quarter accrual 17.4 Less benefit plans curtailment liabilities (3.1)* Less first quarter payments (1.1) Balance at end of quarter $16.9 *Primarily recorded in other deferred credits. 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 March 31 1996 1995 (Thousands of Dollars) Electric operating revenues $20,909 $22,096 Operation and maintenance expense 1,119 1,796 Depreciation 4,290 4,224 Taxes other than income taxes 1,210 1,299 Federal income taxes 3,344 3,223 Interest charges 4,228 4,985 Other income, net (3) - Net income $ 6,721 $ 6,569 The Company's share of the equity in earnings above was $1.8 million for each of the three months ended March 31, 1996 and 1995, 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: Three Months Ended March 31 1996 1995 Number of Shares 5,891,000 5,891,000 Amount per Share $2.10 $2.07 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 FIRST QUARTER OF 1996 WITH FIRST QUARTER OF 1995 Review of Operations NET INCOME Net income for the first quarter of 1996 was $13.0 million, after reflecting a restructuring charge net of taxes of $10.4 million, compared with $19.5 million for the corresponding 1995 period. The restructuring charge reflects estimated liabilities for severance and other employee termination costs incurred to date for continuing restructuring activities which commenced during the last half of 1995. The 20% increase in earnings, excluding the restructuring charge, resulted primarily from increased sales to retail customers. SALES AND REVENUES Retail kilowatt-hour (kWh) sales to residential, commercial, and industrial customers increased 9%, 6%, and 4%, respectively. The increase in kWh sales to residential and commercial customers was primarily due to an increase in weather-related sales. Colder temperatures in the first quarter of 1996 as compared to milder first quarter 1995 weather, resulted in heating degree days 9% above normal and 10% above the 1995 first quarter. The increase in kWh sales to industrial customers was primarily due to higher sales to paper and iron and steel customers. The increase in revenues from retail customers resulted from the following: Change from Prior Period (Millions of Dollars) Increased kWh sales $ 5.2 Fuel and energy cost adjustment clauses* (3.4) Rate increase 1.7 Other .1 $ 3.6 * Changes in revenues from fuel and energy cost adjustment clauses have little effect on net income. The increase in wholesale and other revenues resulted primarily from continued increases in sales of capacity, energy, and spinning reserve to other affiliated companies. - 9 - KWh deliveries to and revenues from bulk power transactions are comprised of the following items: Three Months Ended March 31 1996 1995* KWh deliveries (in billions): From transmission services 1.3 .7 From sale of Company generation - .1 1.3 .8 Revenues (in millions): From transmission services $3.4 $2.6 From sale of Company generation .7 1.1 $4.1 $3.7 Increased transmission services resulted primarily from increased demand from power marketers. About 90% of the aggregate benefits from bulk power and affiliated transactions are passed on to retail customers and have little effect on net income. OPERATING EXPENSES Fuel expenses increased 7%, the net result of a 11% increase in kWh generated and a 4% decrease in average coal prices. 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 and purchases from qualified facilities under the Public Utility Regulatory Policies Act of 1978 (PURPA), 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: Three Months Ended March 31 1996 1995* (Millions of Dollars) Nonaffiliated transactions: Purchased power: From PURPA generation $17.1 $16.8 Other 3.7 2.3 Power exchanges .8 .8 Affiliated transactions: AGC capacity charges 5.1 5.2 Energy and spinning reserve charges - .3 $26.7 $25.4 * 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. - 10 - Other purchased power increased because of increased sales to retail customers and the availability of more economic energy. The cost of power and capacity purchased for use by the Company, including power from PURPA generation and affiliated transactions, 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 increase in other operation expense 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. 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 the equipment is dismantled. The decrease in federal and state income taxes resulted primarily from a decrease in income before taxes. 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 Company. 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. The final rules on open transmission access were released by the Federal Energy Regulatory Commission (FERC) on April 24 and the Company is in the process of reviewing the document. The first rule, Order No. 888, requires utilities with transmission capacity to file open access tariffs that offer to others transmission service that is comparable to service they provide themselves. In addition, utilities must apply the same tariffs offered to others to their own wholesale energy sales and purchases. The Company has had an open access transmission tariff on file with the FERC since December 1995. The Order also provides for full recovery of stranded costs-- - 11 - those costs that were prudently incurred to serve power customers and that could go unrecovered if those customers use open access to move to another supplier. Order No. 889, which is also included in the rules, requires utilities to establish electronic systems to share information about available transmission capacity for wholesale transactions. The FERC also proposed that each public utility would replace the network and point-to-point tariffs in the open access rule with a single capacity reservation tariff by the end of 1997. - 12 - MONONGAHELA POWER COMPANY Part II - Other Information to Form 10-Q for Quarter Ended March 31, 1996 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER 1. (a) Date and Kind of Meeting: The annual meeting of shareholders was held at Fairmont, West Virginia, on April 15, 1996. No proxies were solicited. (b) Election of Directors: The holder of all 5,891,000 shares of common stock voted to elect the following Directors of the Company to hold office until the next annual meeting of shareholders and until their successors are duly chosen and qualified: Eleanor Baum Alan J. Noia William L. Bennett Jay S. Pifer Klaus Bergman Steven H. Rice Wendell F. Holland Gunnar E. Sarsten Phillip E. Lint Peter L. Shea Edward H. Malone Peter J. Skrgic Frank A. Metz, Jr. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) (27) Financial Data Schedule (b) On March 13, 1996, the Company filed a Form 8-K for the restructuring of its organization. On April 11, 1996, the Company filed a Form 8-K containing a Form of Change in Control Employment Contract. - 13 - 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 THOMAS J. KLOC Thomas J. Kloc Controller (Chief Accounting Officer) May 15, 1996