UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

Commission File Number	Name of Registrant State of Incorporation Address of Principal Executive Offices and Telephone Number	IRS Employer Identification Number
1-267	Allegheny Energy, Inc. (A Maryland Corporation) 10435 Downsville Pike Hagerstown, Maryland 21740-1766 Telephone (301) 790-3400	13-5531602

333-72498	Allegheny Energy Supply Company, LLC (A Delaware Limited Liability Company) 4350 Northern Pike Monroeville, Pennsylvania 15146-2841 Telephone (412) 858-1600	23-3020481

1-5164	Monongahela Power Company (An Ohio Corporation) 1310 Fairmont Avenue Fairmont, West Virginia 26554 Telephone (304) 366-3000	13-5229392

1-3376-2	The Potomac Edison Company (A Maryland and Virginia Corporation) 10435 Downsville Pike Hagerstown, Maryland 21740-1766 Telephone (301) 790-3400	13-5323955

1-255-2	West Penn Power Company (A Pennsylvania Corporation) 800 Cabin Hill Drive Greensburg, Pennsylvania 15601 Telephone (724) 837-3000	13-5480882

0-14688	Allegheny Generating Company (A Virginia Corporation) 10435 Downsville Pike Hagerstown, Maryland 21740-1766 Telephone (301) 790-3400	13-3079675

This combined Form 10-Q is separately filed by Allegheny Energy, Inc., Allegheny Energy Supply Company, LLC, Monongahela Power Company, The Potomac Edison Company, West Penn Power Company and Allegheny Generating Company. Information contained in the Form 10-Q relating to Allegheny Energy Supply Company, LLC, Monongahela Power Company, The Potomac Edison Company, West Penn Power Company and Allegheny Generating Company is filed by such registrant on its own behalf. Each of Allegheny Energy Supply Company, LLC, Monongahela Power Company, The Potomac Edison Company, West Penn Power Company and Allegheny Generating Company makes no representation as to information relating to registrants other than itself.

Indicate by check mark whether the registrants (1) have 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 (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act).

Allegheny Energy, Inc.	Yes x	No ¨
Allegheny Energy Supply Company, LLC	Yes ¨	No x
Monongahela Power Company	Yes ¨	No x
The Potomac Edison Company	Yes ¨	No x
West Penn Power Company	Yes ¨	No x
Allegheny Generating Company	Yes ¨	No x

Number of shares outstanding of each class of common stock as of December 31, 2003:

Allegheny Energy, Inc.	126,969,238	($1.25 par value)
Allegheny Energy Supply Company, LLC	(a)
Monongahela Power Company	5,891,000	($50.00 par value)
The Potomac Edison Company	22,385,000	($0.01 par value)
West Penn Power Company	24,361,586	(no par value)
Allegheny Generating Company	1,000	($1.00 par value)

(a) The registrant is a limited liability company, the interests in which are not represented by shares.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)

	Allegheny Energy, Inc.:
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001	8
	Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001	9

	Allegheny Energy Supply Company, LLC:
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001	11
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001	12
	Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001	13

	Monongahela Power Company:
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001	15
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001	16
	Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001	17

	The Potomac Edison Company:
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001	19
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001	20
	Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001	21

	West Penn Power Company:
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001	23
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001	24
	Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001	25

	Allegheny Generating Company:
	Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001	27
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001	28
	Balance Sheets as of September 30, 2002 and December 31, 2001	29

	Combined Notes to Consolidated Financial Statements	30

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)	56

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	93

Item 4.	Controls and Procedures	94

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	97

Item 2.	Changes in Securities and Use of Proceeds	97

Item 3.	Default Upon Senior Securities	98

Item 4.	Submission of Matters to Vote of Security Holders	98

Item 5.	Other Information	99

Item 6.	Exhibits and Reports on Form 8-K	100

Signature		108

GLOSSARY

I.	The following abbreviations and terms are used in this report to identify Allegheny Energy, Inc. and its subsidiaries:

AE		Allegheny Energy, Inc., a diversified utility holding company

AE Supply		Allegheny Energy Supply Company, LLC, an unregulated generation subsidiary of Allegheny Energy, Inc., also a holding company

AGC		Allegheny Generating Company, an unregulated generation unit of Allegheny Energy, Inc.

Allegheny		Allegheny Energy, Inc., together with its consolidated subsidiaries

Allegheny Ventures		Allegheny Ventures, Inc., a non-utility, unregulated subsidiary of Allegheny Energy, Inc.

Alliance Energy Services		Alliance Energy Services, LLC, a former indirect subsidiary of Allegheny Ventures, Inc.

Distribution Companies		Collectively, Monongahela Power Company, The Potomac Edison Company, and West Penn Power Company. The Distribution Companies do business as “Allegheny Power.”

Fellon-McCord		Fellon-McCord & Associates, Inc., a subsidiary of Allegheny Ventures, Inc.

Monongahela		Monongahela Power Company, a regulated subsidiary of Allegheny Energy, Inc.

Mountaineer		Mountaineer Gas Company, a subsidiary of Monongahela Power Company

Potomac Edison		The Potomac Edison Company, a regulated subsidiary of Allegheny Energy, Inc.

West Penn		West Penn Power Company, a regulated subsidiary of Allegheny Energy, Inc.

II.

The following abbreviations and acronyms are used in this report to identify entities and terms relevant to Allegheny’s business and operations:

ARO		Asset retirement obligation

Borrowing Facilities		Agreements entered into on February 25, 2003, and March 13, 2003, by AE, AE Supply, Monongahela, and West Penn with various credit providers to refinance and restructure the majority of AE and AE Supply’s short-term debt

CAAA		Clean Air Act Amendments of 1990

CDWR		California Department of Water Resources

Clean Air Act		Clean Air Act of 1970

EITF		Emerging Issues Task Force

EPA		United States Environmental Protection Agency

FASB		Financial Accounting Standards Board

FERC		Federal Energy Regulatory Commission (an independent commission within the Department of Energy)

FIN		FASB Interpretation Number

FIN 45		FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others”

FIN 46		FIN 46, “Consolidation of Variable Interest Entities”

GAAP		Generally Accepted Accounting Principles in the United States of America

KWh		Kilowatt-hour

LV Cogen		Las Vegas Cogeneration II


MW		Megawatt

MWh		Megawatt-hour

NSR		The New Source Performance Review Standards, or “New Source Review” applicable to facilities deemed “new” sources of emissions

PJM		PJM Interconnection, LLC, a regional transmission organization

PJM West		The commonly used name of the western extension of PJM Interconnection, LLC

PLR		Provider-of-last-resort

QUID		Quarterly Income Debenture

PURPA		Public Utility Regulatory Policies Act of 1978

SEC		United States Securities and Exchange Commission

SFAS		Statement of Financial Accounting Standards

SFAS No. 71		SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation”

SFAS No. 133		SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137 “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB Statement No. 133 – an amendment of FASB Statement No. 133,” and SFAS No. 138 “Accounting for Certain Derivative Instruments and Certain Hedging Activities – an amendment of FASB Statement No. 133”

SFAS No. 142		SFAS No. 142, “Goodwill and Other Intangible Assets”

SFAS No. 143		SFAS No. 143, “Accounting for Asset Retirement Obligations”

T&D		Transmission and Distribution

Williams		Williams Energy Marketing and Trading Company

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

ALLEGHENY ENERGY, INC.

Consolidated Statements of Operations

	Unaudited Three Months Ended September 30,						Unaudited Nine Months Ended September 30,
*(In thousands, except number of shares and per share data)*	2002			2001			2002			2001
Total operating revenues	$	537,136		$	947,286		$	2,326,834		$	2,592,433
Cost of revenues:
Fuel consumed for electric generation		166,095			162,016			436,266			438,062
Purchased energy and transmission		75,060			92,763			265,498			222,318
Natural gas purchases		128,572			7,555			432,099			99,084
Deferred energy costs, net		(3,675	)		1,959			10,908			(5,450	)
Other		37,287			7,582			77,267			26,397

Total cost of revenues		403,339			271,875			1,222,038			780,411

Net revenues		133,797			675,411			1,104,796			1,812,022

Other operating expenses:
Workforce reduction expenses		104,170			—			104,170			—
Operation expense		218,704			212,248			714,084			614,804
Depreciation and amortization		77,359			79,445			233,226			220,696
Taxes other than income taxes		52,381			51,081			168,570			162,871

Total other operating expenses		452,614			342,774			1,220,050			998,371

Operating (loss) income		(318,817	)		332,637			(115,254	)		813,651

Other (expenses) and income, net (Note 11)		(34,867	)		3,281			(27,844	)		7,061

Interest charges and preferred dividends:
Interest on debt		81,183			74,782			229,176			210,680
Allowance for borrowed funds used during construction and interest capitalized		(3,610	)		(2,816	)		(9,485	)		(6,684	)
Dividends on preferred stock of subsidiaries		1,260			1,260			3,778			3,780

Total interest charges and preferred dividends		78,833			73,226			223,469			207,776

Consolidated (loss) income before income taxes, minority interest, and cumulative effect of accounting changes		(432,517	)		262,692			(366,567	)		612,936

Federal and state income tax (benefit) expense		(164,883	)		94,691			(141,563	)		226,314

Minority interest		(4,618	)		2,267			(4,602	)		2,267

Consolidated (loss) income before cumulative effect of accounting changes		(263,016	)		165,734			(220,402	)		384,355
Cumulative effect of accounting changes, net of taxes of $ 79,596 and $ 21,139, respectively		—			—			(130,514	)		(31,147	)

Consolidated net (loss) income	$	(263,016	)	$	165,734		$	(350,916	)	$	353,208

Average basic common shares outstanding		125,691,877			124,866,568			125,460,716			118,434,527
Average diluted common shares outstanding		125,691,877			125,302,357			125,460,716			118,920,222

Basic (loss) earnings per share:
Consolidated (loss) income before cumulative effect of accounting changes	$	(2.09	)	$	1.33		$	(1.76	)	$	3.24
Cumulative effect of accounting changes, net		—			—			(1.04	)		(0.26	)

Consolidated net (loss) income	$	(2.09	)	$	1.33		$	(2.80	)	$	2.98

Diluted (loss) earnings per share:
Consolidated (loss) income before cumulative effect of accounting changes	$	(2.09	)	$	1.32		$	(1.76	)	$	3.23
Cumulative effect of accounting changes, net		—			—			(1.04	)		(0.26	)

Consolidated net (loss) income	$	(2.09	)	$	1.32		$	(2.80	)	$	2.97

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY ENERGY, INC.

Condensed Consolidated Statements of Cash Flows

	Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001
Cash flows from operations	$	371,904		$	194,265

Cash flows (used in) investing:
Acquisition of electric generating assets		—			(1,626,810	)
Construction expenditures		(330,300	)		(310,736	)
Proceeds from sale of businesses and assets		16,556			—

		(313,744	)		(1,937,546	)
Cash flows from financing:
Proceeds from credit facilities, notes and bonds		735,960			407,094
Proceeds from issuance of common stock		—			669,381
Payments on credit facilities, notes and bonds		(352,399	)		(86,260	)
Cash dividends paid on common stock		(145,044	)		(144,930	)
Short-term debt, net		(100,582	)		908,867
Other		1,252			—

		139,187			1,754,152

Net change in cash and temporary cash investments		197,347			10,871
Cash and temporary cash investments at January 1		37,980			18,021

Cash and temporary cash investments at September 30	$	235,327		$	28,892

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY ENERGY, INC.

Consolidated Balance Sheets

	Unaudited
*(In thousands)*	September 30, 2002			December 31, 2001
ASSETS
Current assets:
Cash and temporary cash investments	$	235,327		$	37,980
Accounts receivable:
Billed:
Customer		355,799			344,539
Energy trading and other		114,532			44,611
Unbilled		123,741			169,612
Allowance for uncollectible accounts		(33,856	)		(32,796	)
Materials and supplies (at average cost):
Operating and construction		112,829			104,965
Fuel		115,013			82,390
Taxes receivable		155,628			103,105
Deferred income taxes		94,948			118,405
Commodity contracts		180,676			153,749
Prepaid taxes		66,292			56,107
Other, including current portion of regulatory assets		71,276			77,095

		1,592,205			1,259,762

Property, plant, and equipment:
In service, at original cost		10,908,356			10,660,177
Construction work in progress		423,031			426,706

		11,331,387			11,086,883
Accumulated depreciation		(4,421,391	)		(4,233,868	)

		6,909,996			6,853,015
Investments and other assets:
Excess of cost over net assets acquired (Goodwill)		397,984			603,615
Benefit plans’ investments		71,495			102,078
Unregulated investments		58,497			66,422
Intangible assets		11,509			43,045
Other		4,315			4,135

		543,800			819,295
Deferred charges:
Commodity contracts		1,263,761			1,375,561
Regulatory assets		558,605			594,182
Other		111,065			130,647

		1,933,431			2,100,390

Total assets	$	10,979,432		$	11,032,462

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY ENERGY, INC.

Consolidated Balance Sheets (Continued)

	Unaudited
*(In thousands)*	September 30, 2002			December 31, 2001
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	1,138,146		$	1,238,728
Long-term debt due within one year		425,643			353,054
Debentures, notes, and bonds reclassified to current		3,397,820			—
Accounts payable		438,949			368,148
Taxes accrued:
Federal and state		90,215			—
Other		82,733			99,393
Adverse power purchase commitments		20,080			24,839
Commodity contracts		335,064			370,252
Interest accrued		79,119			53,466
Other, including current portion of regulatory liabilities		165,577			187,982

		6,173,346			2,695,862

Long-term debt and QUIDS		115,960			3,200,421

Deferred credits and other liabilities:
Commodity contracts		509,425			398,689
Unamortized investment credit		97,785			102,589
Deferred income taxes		1,126,130			1,278,248
Obligation under capital leases		35,931			35,309
Regulatory liabilities		107,272			108,055
Adverse power purchase commitments		240,913			253,499
Other		217,688			145,830

		2,335,144			2,322,219

Minority interest		33,367			29,991

Preferred stock of subsidiary		74,000			74,000

Stockholders’ equity:
Common stock		157,890			156,596
Other paid-in capital		1,444,310			1,421,117
Retained earnings		639,661			1,152,487
Treasury stock		(243	)		—
Accumulated other comprehensive loss		5,997			(20,231	)

		2,247,615			2,709,969

Commitments and contingencies (Note 12)

Total liabilities and stockholders’ equity	$	10,979,432		$	11,032,462

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY ENERGY SUPPLY COMPANY, LLC, AND SUBSIDIARIES

Consolidated Statements of Operations

	Unaudited Three Months Ended September 30,						Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001			2002			2001
Total operating revenues	$	(18,074	)	$	569,479		$	670,229		$	1,341,651

Cost of revenues:
Fuel consumed for electric generation		130,560			127,968			342,004			327,211
Purchased energy and transmission		28,500			76,313			127,035			190,764

Total cost of revenues		159,060			204,281			469,039			517,975

Net revenues		(177,134	)		365,198			201,190			823,676

Other operating expenses:
Workforce reduction expenses		40,880			—			40,880			—
Operation expense		92,443			97,632			315,903			259,247
Depreciation and amortization		29,167			34,491			90,911			80,737
Taxes other than income taxes		13,802			16,389			49,075			50,681

Total other operating expenses		176,292			148,512			496,769			390,665

Operating (loss) income		(353,426	)		216,686			(295,579	)		433,011

Other (expenses) and income, net (Note 11)		(4,098	)		702			(5,291	)		4,938

Interest charges:
Interest on debt		40,111			35,001			115,421			78,593
Interest capitalized		(2,818	)		(2,094	)		(6,841	)		(4,545	)

Total interest charges		37,293			32,907			108,580			74,048

Consolidated (loss) income before income taxes, minority interest, and cumulative effect of accounting change		(394,817	)		184,481			(409,450	)		363,901
Federal and state income tax (benefit) expense		(150,517	)		65,872			(157,978	)		129,044

Minority interest		1,062			962			3,117			3,646

Consolidated (loss) income before cumulative effect of accounting change		(245,362	)		117,647			(254,589	)		231,211
Cumulative effect of accounting change, net of tax of $ 21,139		—			—			—			(31,147	)

Consolidated net (loss) income	$	(245,362	)	$	117,647		$	(254,589	)	$	200,064

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY ENERGY SUPPLY COMPANY, LLC, AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

	Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001
Cash flows (used in) operations	$	(12,750	)	$	(120,058	)

Cash flows (used in) investing:
Acquisition of generation assets		—			(1,548,612	)
Construction expenditures		(177,166	)		(132,573	)

		(177,166	)		(1,681,185	)

Cash flows from financing:
Notes payable to parent and affiliates		(194,850	)		399,300
Proceeds from credit facilities		644,618			396,580
Payments on credit facilities, notes and bonds		(158,095	)		—
Short-term debt, net		117,251			747,737
Parent company contribution		1,950			271,850
Dividends paid to minority shareholder		(98,033	)		(5,835	)

		312,841			1,809,632

Net change in cash and temporary cash investments		122,925			8,389
Cash and temporary cash investments at January 1		20,909			420

Cash and temporary cash investments at September 30	$	143,834		$	8,809

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY ENERGY SUPPLY COMPANY, LLC, AND SUBSIDIARIES

Consolidated Balance Sheets

	Unaudited
*(In thousands)*	September 30, 2002			December 31, 2001
ASSETS

Current assets:
Cash and temporary cash investments	$	143,834		$	20,909
Accounts receivable:
Billed:
Customer		147,476			98,522
Energy trading and other		32,374			16,175
Unbilled		3,541			1,264
Allowance for uncollectible accounts		(1,935	)		(2,400	)
Accounts receivable due from affiliates, net		23,661			53,239
Materials and supplies (at average cost):
Operating and construction		55,968			52,757
Fuel		57,604			41,240
Taxes receivable		245,670			93,782
Deferred income taxes		75,503			95,389
Prepaid taxes		24,051			16,740
Commodity contracts		180,676			153,749
Other		7,767			4,770

		996,190			646,136

Property, plant, and equipment:
In service, at original cost		5,215,519			5,090,190
Construction work in progress		265,973			261,400

		5,481,492			5,351,590
Accumulated depreciation		(2,052,200	)		(1,958,613	)

		3,429,292			3,392,977

Investments and other assets:
Excess of cost over net assets acquired (Goodwill)		367,287			367,287
Unregulated investments		28,658			7,104
Other		—			1

		395,945			374,392

Deferred charges:
Commodity contracts		1,263,761			1,375,562
Other		66,576			49,117

		1,330,337			1,424,679

Total assets	$	6,151,764		$	5,838,184

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY ENERGY SUPPLY COMPANY, LLC, AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

	Unaudited
*(In thousands)*	September 30, 2002		December 31, 2001
LIABILITIES AND MEMBERS’ EQUITY:
Current liabilities:
Short-term debt	$	803,146	$	685,895
Long-term debt due within one year		287,693		219,108
Debentures, notes and bonds reclassified to current		1,456,906		—
Notes payable to affiliates		—		387,850
Accounts payable		248,281		178,299
Taxes accrued:
Federal and state		115,601		—
Other		28,285		24,120
Commodity contracts		336,960		372,646
Interest accrued		43,527		23,055
Other		39,743		39,695

		3,360,142		1,930,668

Long-term debt		91,713		1,130,041

Deferred credits and other liabilities:
Commodity contracts		514,000		406,414
Unamortized investment credit		62,291		64,035
Deferred income taxes		677,682		718,045
Other		38,297		33,819

		1,292,270		1,222,313

Minority interest		31,182		30,476

Members’ equity		1,376,457		1,524,686

Commitments and contingencies (Note 12)

Total liabilities and members’ equity	$	6,151,764	$	5,838,184

See accompanying Combined Notes to Consolidated Financial Statements.

MONONGAHELA POWER COMPANY, AND SUBSIDIARIES

Consolidated Statements of Operations

	Unaudited Three Months Ended September 30,						Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001			2002			2001
Total operating revenues	$	202,085		$	202,426		$	664,280		$	707,790

Cost of revenues:
Fuel consumed for electric generation		35,534			34,048			94,262			106,863
Purchased energy and transmission		39,024			36,430			120,285			90,619
Natural gas purchases		11,799			7,555			85,740			91,100
Deferred energy costs, net		(4,403	)		—			7,824			—

Total cost of revenues		81,954			78,033			308,111			288,582

Net revenues		120,131			124,393			356,169			419,208

Other operating expenses:
Workforce reduction expenses		28,566			—			28,566			—
Operation expense		63,576			55,299			187,427			177,087
Depreciation and amortization		18,682			18,957			56,016			59,978
Taxes other than income taxes		14,553			13,753			46,837			47,639

Total other operating expenses		125,377			88,009			318,846			284,704

Operating (loss) income		(5,246	)		36,384			37,323			134,504

Other income, net (Note 11)		737			1,459			5,481			5,120

Interest charges:
Interest on debt		12,861			13,185			39,427			39,716
Allowance for borrowed funds used during construction and interest capitalized		(700	)		(524	)		(2,356	)		(1,517	)

Total interest charges		12,161			12,661			37,071			38,199

Consolidated (loss) income before income taxes and cumulative effect of accounting change		(16,670	)		25,182			5,733			101,425
Federal and state income tax (benefit) expense		(7,513	)		7,150			1,828			33,967

Consolidated (loss) income before cumulative effect of accounting change		(9,157	)		18,032			3,905			67,458
Cumulative effect of accounting change, net of taxes of $79,596		—			—			(115,437	)		—

Consolidated net (loss) income	$	(9,157	)	$	18,032		$	(111,532	)	$	67,458

See accompanying Combined Notes to Consolidated Financial Statements.

MONONGAHELA POWER COMPANY, AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

	Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001
Cash flows from operations	$	128,591		$	152,267

Cash flows (used in) investing:
Construction expenditures (less allowance for other than borrowed funds used during construction)		(70,155	)		(71,447	)
Proceeds from sale of businesses and assets		3,126			—

		(67,029	)		(71,447	)

Cash flows (used in) financing:
Payments on credit facilities, notes, and bonds		(26,764	)		(40,000	)
Short-term debt, net		(14,350	)		(1,871	)
Notes receivable from affiliates		47,750			22,001
Dividends paid on:
Preferred stock		(3,777	)		(3,778	)
Common stock		(21,797	)		(52,783	)

		(18,938	)		(76,431	)

Net change in cash and temporary cash investments		42,624			4,389
Cash and temporary cash investments at January 1		4,439			3,658

Cash and temporary cash investments at September 30	$	47,063		$	8,047

See accompanying Combined Notes to Consolidated Financial Statements.

MONONGAHELA POWER COMPANY, AND SUBSIDIARIES

Consolidated Balance Sheets

	Unaudited
*(In thousands)*	September 30, 2002			December 31, 2001
ASSETS
Current assets:
Cash and temporary cash investments	$	47,063		$	4,439
Accounts receivable:
Billed:
Customer		50,970			62,043
Other		4,043			3,549
Unbilled		34,241			53,759
Allowance for uncollectible accounts		(5,681	)		(6,300	)
Notes receivable due from affiliates		43,753			91,503
Materials and supplies (at average cost):
Operating and construction		19,452			18,322
Fuel, including stored gas		54,428			41,149
Taxes receivable		14,987			5,540
Prepaid taxes		27,416			23,856
Other, including current portion of regulatory assets		15,836			17,210

		306,508			315,070
Property, plant, and equipment:
In service, at original cost		2,466,170			2,420,638
Construction work in progress		79,681			70,103

		2,545,851			2,490,741
Accumulated depreciation		(1,181,462	)		(1,139,904	)

		1,364,389			1,350,837
Investments and other assets:
Investment in Allegheny Generating Company		31,226			30,476
Excess of cost over net assets acquired (Goodwill)		—			195,033
Other		3,483			3,381

		34,709			228,890
Deferred charges:
Regulatory assets		87,621			100,750
Unamortized loss on reacquired debt		11,616			12,442
Other		8,819			9,164

		108,056			122,356

Total assets	$	1,813,662		$	2,017,153

See accompanying Combined Notes to Consolidated Financial Statements.

MONONGAHELA POWER COMPANY, AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

	Unaudited
*(In thousands)*	September 30, 2002		December 31, 2001
LIABILITIES AND STOCKHOLDER’S EQUITY:
Current liabilities:
Short-term debt	$	—	$	14,350
Long-term debt due within one year		65,923		30,408
Notes, and bonds reclassified to current		693,398		—
Accounts payable		78,532		63,587
Accounts payable to affiliates, net		26,249		15,718
Taxes accrued:
Federal and state		14,503		—
Other		36,866		39,085
Interest accrued		16,706		14,918
Other		21,451		9,980

		953,628		188,046

Long-term debt and QUIDS		28,479		784,261

Deferred credits and other liabilities:
Unamortized investment credit		7,423		9,034
Deferred income taxes		158,571		238,751
Obligations under capital leases		11,988		11,567
Regulatory liabilities		48,314		49,509
Notes payable to affiliates		15,725		15,812
Other		17,528		16,579

		259,549		341,252

Preferred stock		74,000		74,000

Stockholder’s equity:
Common stock		294,550		294,550
Other paid-in capital		105,760		100,242
Retained earnings		97,696		234,802

		498,006		629,594

Commitments and contingencies (Note 12)

Total liabilities and stockholder’s equity	$	1,813,662	$	2,017,153

See accompanying Combined Notes to Consolidated Financial Statements.

THE POTOMAC EDISON COMPANY, AND SUBSIDIARIES

Consolidated Statements of Operations

	Unaudited Three Months Ended September 30,						Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001			2002		2001
Total operating revenues	$	218,846		$	221,682		$	640,924	$	654,761

Cost of revenues:
Purchased energy and transmission		156,529			145,804			447,087		446,435
Deferred energy costs, net		727			1,959			3,084		(5,450	)

Total cost of revenues		157,256			147,763			450,171		440,985

Net revenues		61,590			73,919			190,753		213,776

Other operating expenses:
Workforce reduction expenses		12,793			—			12,793		—
Operation expense		25,527			24,783			77,283		72,894
Depreciation and amortization		9,341			8,270			26,999		24,874
Taxes other than income taxes		5,319			8,523			23,279		26,322

Total other operating expenses		52,980			41,576			140,354		124,090

Operating income		8,610			32,343			50,399		89,686

Other (expenses) and income, net (Note 11)		(160	)		114			478		(275	)

Interest charges:
Interest on debt		8,916			8,785			25,249		26,408
Allowance for borrowed funds used during construction and interest capitalized		(25	)		(54	)		24		(202	)

Total interest charges		8,891			8,731			25,273		26,206

Consolidated (loss) income before income taxes		(441	)		23,726			25,604		63,205

Federal and state income tax (benefit) expense		(142	)		9,107			8,250		20,286

Consolidated net (loss) income	$	(299	)	$	14,619		$	17,354	$	42,919

See accompanying Combined Notes to Consolidated Financial Statements.

THE POTOMAC EDISON COMPANY, AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

	Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001
Cash flows from operations	$	84,175		$	86,540

Cash flows (used in) investing:
Construction expenditures		(33,942	)		(38,000	)

Cash flows (used in) financing:
Short-term debt, net		(24,197	)		8,453
Notes payable to affiliates		(5,300	)		—
Dividends on common stock to parent		(18,356	)		(60,216	)

		(47,853	)		(51,763	)

Net change in cash and temporary cash investments		2,380			(3,223	)
Cash and temporary cash investments at January 1		1,608			4,685

Cash and temporary cash investments at September 30	$	3,988		$	1,462

See accompanying Combined Notes to Consolidated Financial Statements.

THE POTOMAC EDISON COMPANY, AND SUBSIDIARIES

Consolidated Balance Sheets

	Unaudited
*(In thousands)*	September 30, 2002			December 31, 2001
ASSETS
Current assets:
Cash and temporary cash investments	$	3,988		$	1,608
Accounts receivable:
Billed:
Customer		57,810			52,969
Other		7,590			3,084
Unbilled		29,556			37,071
Allowance for uncollectible accounts		(5,340	)		(4,731	)
Materials and supplies (at average cost)		13,511			11,407
Taxes receivable		3,038			7,834
Deferred income taxes		4,612			4,791
Prepaid taxes		10,016			15,435
Other		1,414			1,151

		126,195			130,619
Property, plant, and equipment:
In service, at original cost		1,459,303			1,428,952
Construction work in progress		13,801			18,075

		1,473,104			1,447,027
Accumulated depreciation		(559,770	)		(538,301	)

		913,334			908,726

Investments and other assets		273			303

Deferred charges:
Regulatory assets		41,902			54,081
Unamortized loss on reacquired debt		11,155			11,756
Other		5,144			4,959

		58,201			70,796

Total assets	$	1,098,003		$	1,110,444

See accompanying Combined Notes to Consolidated Financial Statements.

THE POTOMAC EDISON COMPANY, AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

	Unaudited
*(In thousands)*	September 30, 2002		December 31, 2001
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Short-term debt	$	—	$	24,197
Notes and bonds reclassified to current		415,969		—
Notes payable to affiliates		28,100		33,400
Accounts payable		15,565		16,066
Accounts payable to affiliates, net		55,812		38,609
Taxes accrued:
Federal and state income		6,277		—
Other		13,392		23,768
Deferred energy costs		2,229		6,687
Interest accrued		10,772		5,011
Other		8,924		6,595

		557,040		154,333

Long-term debt		—		415,797

Deferred credits and other liabilities:
Unamortized investment credit		8,831		9,570
Deferred income taxes		112,519		109,748
Obligations under capital leases		9,955		9,218
Regulatory liabilities		21,574		20,377
Other		7,792		8,144

		160,671		157,057

Stockholder’s equity:
Common stock		224		224
Other paid-in capital		220,698		222,661
Retained earnings		159,370		160,372

		380,292		383,257

Commitments and contingencies (Note 12)

Total liabilities and stockholder’s equity	$	1,098,003	$	1,110,444

See accompanying Combined Notes to Consolidated Financial Statements.

WEST PENN POWER COMPANY, AND SUBSIDIARIES

Consolidated Statements of Operations

	Unaudited Three Months Ended September 30,						Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001			2002			2001
Total operating revenues	$	296,988		$	272,801		$	858,916		$	833,958

Cost of revenues:
Purchased energy and transmission		172,300			158,466			505,567			475,363

Net revenues		124,688			114,335			353,349			358,595

Other operating expenses:
Workforce reduction expenses		19,975			—			19,975			—
Operation expense		33,212			35,222			120,424			103,173
Depreciation and amortization		19,146			17,473			56,237			52,434
Taxes other than income taxes		18,193			12,331			48,050			37,709

Total other operating expenses		90,526			65,026			244,686			193,316

Operating income		34,162			49,309			108,663			165,279

Other (expenses) and income, net (Note 11)		(964	)		831			15,199			2,531

Interest charges:
Interest on debt		11,658			12,652			35,993			39,126
Allowance for borrowed funds used during construction		(68	)		(143	)		(311	)		(423	)

Total interest charges		11,590			12,509			35,682			38,703

Consolidated income before income taxes		21,608			37,631			88,180			129,107

Federal and state income tax expense		6,300			12,185			28,504			44,559

Consolidated net income	$	15,308		$	25,446		$	59,676		$	84,548

See accompanying Combined Notes to Consolidated Financial Statements.

WEST PENN POWER COMPANY, AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

	Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001
Cash flows from operations	$	133,222		$	143,230

Cash flows (used in) investing:
Construction expenditures		(46,663	)		(47,549	)
Proceeds from sale of land		13,429			—

		(33,234	)		(47,549	)

Cash flows (used in) financing:
Payments of notes and bonds		(156,409	)		(46,248	)
Proceeds from long-term debt		79,690			—
Notes receivable from affiliates		4,750			38,600
Notes payable to affiliates		15,650			—
Dividends paid on common stock to parent		(40,440	)		(90,138	)

		(96,759	)		(97,786	)

Net change in cash and temporary cash investments		3,229			(2,105	)
Cash and temporary cash investments at January 1		6,257			6,116

Cash and temporary cash investments at September 30	$	9,486		$	4,011

See accompanying Combined Notes to Consolidated Financial Statements.

WEST PENN POWER COMPANY, AND SUBSIDIARIES

Consolidated Balance Sheets

	Unaudited
*(In thousands)*	September 30, 2002			December 31, 2001
ASSETS
Current assets:
Cash and temporary cash investments	$	9,486		$	6,257
Accounts receivable:
Billed:
Customer		82,424			75,415
Other		5,646			5,748
Unbilled		56,402			66,542
Allowance for uncollectible accounts		(17,085	)		(16,540	)
Notes receivable due from affiliates		—			4,750
Materials and supplies (at average cost)		17,409			16,346
Taxes receivable		8,859			—
Deferred income taxes		10,956			16,792
Prepaid taxes		4,694			—
Regulatory assets		28,343			27,418
Other		3,082			2,790

		210,216			205,518
Property, plant, and equipment:
In service, at original cost		1,714,433			1,670,821
Construction work in progress		27,819			42,569

		1,742,252			1,713,390
Accumulated depreciation		(612,838	)		(585,417	)

		1,129,414			1,127,973
Investments and other assets		199			259

Deferred charges:
Regulatory assets		419,232			429,502
Unamortized loss on reacquired debt		4,149			2,723
Other		8,690			9,249

		432,071			441,474

Total assets	$	1,771,900		$	1,775,224

See accompanying Combined Notes to Consolidated Financial Statements.

WEST PENN POWER COMPANY, AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

	Unaudited
*(In thousands)*	September 30, 2002		December 31, 2001
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Long-term debt due within one year	$	74,877	$	103,845
Notes and bonds reclassified to current		528,751		—
Notes payable to affiliates		15,650		—
Accounts payable		27,375		32,267
Accounts payable to affiliates, net		80,306		36,348
Taxes accrued:
Federal and state income		11,317		2,010
Other		3,681		11,340
Interest accrued		4,627		1,705
Adverse power purchase commitments		20,080		24,839
Other		14,176		10,202

		780,840		222,556

Long-term debt and QUIDS		—		574,647

Deferred credits and other liabilities:
Unamortized investment credit		19,240		19,951
Deferred income taxes		249,844		243,456
Obligations under capital leases		11,739		12,260
Regulatory liabilities		14,471		15,255
Adverse power purchase commitments		240,913		253,499
Other		8,769		10,287

		544,976		554,708
Stockholder’s equity:
Common stock		65,842		65,842
Other paid-in-capital		247,774		244,239
Retained earnings		132,468		113,232

		446,084		423,313

Commitments and contingencies (Note 12)

Total liabilities and stockholder’s equity	$	1,771,900	$	1,775,224

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY GENERATING COMPANY

Statements of Operations

	Unaudited Three Months Ended September 30,				Unaudited Nine Months Ended September 30,
*(In thousands)*	2002		2001		2002		2001
Affiliated operating revenues	$	16,222	$	15,451	$	47,748	$	49,961

Operating expenses:
Workforce reduction expenses		17		—		17		—
Operation expense		1,504		764		3,941		3,831
Depreciation		4,247		4,242		12,741		12,727
Taxes other than income taxes		904		885		2,717		2,642

Total operating expenses		6,672		5,891		19,416		19,200

Operating income		9,550		9,560		28,332		30,761

Other income, net		4		—		5		6

Interest on debt		3,057		3,120		8,807		9,586

Income before income taxes		6,497		6,440		19,530		21,181

Federal and state income tax expense		1,890		2,428		5,978		6,986

Net income	$	4,607	$	4,012	$	13,552	$	14,195

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY GENERATING COMPANY

Condensed Statements of Cash Flows

	Unaudited Nine Months Ended September 30,
*(In thousands)*	2002			2001
Cash flows from operations	$	24,736		$	29,749

Cash flows (used in) investing:
Construction expenditures		(1,395	)		(1,106	)

Cash flows (used in) financing:
Notes payable to affiliate		(62,850	)		(38,600	)
Notes payable to parent		—			(12,250	)
Proceeds from notes payable		—			46,194
Short-term debt, net		55,000			—
Cash dividends paid on common stock		(10,500	)		(24,000	)

		(18,350	)		(28,656	)
Net change in cash and temporary cash investments		4,991			(13	)
Cash and temporary cash investments at January 1		11			50

Cash and temporary cash investments at September 30	$	5,002		$	37

See accompanying Combined Notes to Consolidated Financial Statements.

ALLEGHENY GENERATING COMPANY

Balance Sheets

	Unaudited
*(In thousands)*	September 30, 2002			December 31, 2001
ASSETS
Current assets:
Cash and temporary cash investments	$	5,002		$	11
Accounts receivable from parents/affiliates, net		—			2,160
Materials and supplies (at average cost)		2,223			2,214
Other		455			328

		7,680			4,713

Property, plant, and equipment:
In service, at original cost		829,428			829,438
Construction work in progress		4,036			2,639

		833,464			832,077
Accumulated depreciation		(273,844	)		(261,111	)

		559,620			570,966

Deferred charges:
Regulatory assets		9,849			9,849
Unamortized loss on reacquired debt		5,518			5,968
Other		331			136

		15,698			15,953

Total assets	$	582,998		$	591,632

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	55,000		$	—
Long-term debt due within one year		50,000			—
Debentures reclassified as current		99,245			—
Notes payable to affiliates		—			62,850
Accounts payable		473			7
Accounts payable to affiliates		2,371			—
Taxes accrued:
Federal and state		1,262			982
Other		1,019			—
Interest accrued		871			3,229
Other		2			—

		210,243			67,068

Long-term debt		—			149,159

Deferred credits and other liabilities:
Unamortized investment credit		41,563			42,553
Deferred income taxes		172,556			177,268
Regulatory liabilities		22,914			22,914

		237,033			242,735

Stockholders’ equity:
Common stock		1			1
Other paid-in capital		132,669			132,669
Retained earnings		3,052			—

		135,722			132,670

Total liabilities and stockholders’ equity	$	582,998		$	591,632

See accompanying Combined Notes to Consolidated Financial Statements.

Combined Notes to Consolidated Financial Statements

September 30, 2002

(UNAUDITED)

The notes to the consolidated financial statements that follow are a combined presentation for Allegheny and its subsidiary registrants. The following chart indicates the registrants to which the footnotes apply:

Note

Allegheny

AE Supply

Monongahela

Potomac Edison

West Penn

AGC

1. Basis of Interim Presentation

2. Debt Covenants and Liquidity Strategy

3. Energy Trading Activities

4. Goodwill and Other Intangible Assets

5. Workforce Reduction Expenses

6. Derivative Instruments and Hedging Activities

7. Other Comprehensive Income

8. Business Segments

9. Accounting for the Effects of Price Deregulation

10. Earnings per Share

11. Other Income and Expenses, Net

12. Commitments and Contingencies

13. Subsequent Events

ALLEGHENY ENERGY, INC.

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

Allegheny Energy, Inc. (AE), together with its consolidated subsidiaries (Allegheny) delayed the filing of its various reports including the annual report on Form 10-K for 2002 and quarterly reports on Form 10-Q for the third quarter of 2002 and the first, second and third quarters of 2003, with the United States Securities and Exchange Commission (SEC), as the result of a comprehensive accounting review of its financial processes, records, and internal controls. As discussed in greater detail in Part I, Item 4, Controls and Procedures, below, this quarterly report on Form 10-Q for the periods ended September 30, 2002 is being filed subsequent to the 2002 Annual Report on Form 10-K (filed with the SEC on September 25, 2003) as well as Forms 10-Q for the periods ended March 31, 2003 and June 30, 2003 (filed with the SEC on December 19, 2003). This document should be read in conjunction with the Annual Reports on Form 10-K for both 2002 and 2001.

The interim financial statements included herein have been prepared by Allegheny, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP) have been condensed or omitted, and management believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, the unaudited interim financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of the consolidated results of operations for the three and nine months ended September 30, 2002, and 2001; cash flows for the nine months ended September 30, 2002, and 2001; and financial position at September 30, 2002, and December 31, 2001. Because of the seasonal nature of Allegheny’s utility operations at Monongahela, Potomac Edison, and West Penn, results for the three and nine months ended September 30, 2002, are not necessarily indicative of results that may be expected for the year ending December 31, 2002. For more information on the seasonal nature, see Part I, Item 1, Risk Factors, Other Risk Factors Associated with Our Business, in Allegheny’s 2002 Annual Report on Form 10-K.

Certain amounts in the December 31, 2001, consolidated balance sheets for Allegheny, AE Supply, and West Penn have been reclassified for comparative purposes. Additionally, certain amounts in the consolidated statements of operations for the three and nine month periods ended September 30, 2001, for Allegheny have been reclassified for comparative purposes.

As discussed in Item 8, Note 2, Comprehensive Financial Review and Note 24, Quarterly Financial Information, to the consolidated financial statements in the 2002 Annual Report on Form 10-K for Allegheny, and Note 2, Comprehensive Financial Review and Note 21, Quarterly Financial Information, for AE Supply and Monongahela, Note 2, Comprehensive Financial Review and Note 16, Quarterly Financial Information, for Potomac Edison, and Note 2, Comprehensive Financial Review and Note 14, Quarterly Financial Information for West Penn, Allegheny conducted a comprehensive financial review, and as a result identified accounting adjustments that were recorded in the first and second quarters of 2002. Accordingly, the first and second quarters of 2002 have been restated and all adjustments are reflected in the nine month period included herein.

Federal and State Income Taxes. The provisions for income tax (benefit) expense for (loss) earnings from operations result in an effective income tax rate, which differs from the federal statutory rate of 35 percent principally due to state income taxes, tax credits, effects of utility rate making and certain non-deductible expenses.

NOTE 2: DEBT COVENANTS AND LIQUIDITY STRATEGY

Debt Covenants

In October 2002, Allegheny announced that AE, AE Supply, and AGC were in default under their principal credit agreements after AE Supply declined to post additional collateral in favor of several trading counterparties. The request for additional collateral resulted from a downgrade in Allegheny’s credit rating below investment grade by Moody’s Investors Services, Inc. During the period November 2002 through February 2003, AE, AE Supply, and AGC obtained waivers of, and amended, certain covenants to these principal credit facilities. The total debt classified as current, in accordance with EITF Issue No. 86-30, “Classification of Obligations When a Violation is Waived by the Creditor,” in the accompanying consolidated balance sheets related to such defaults was approximately $3,397.8 million at September 30, 2002. See the discussion below concerning other defaults on additional long-term debt that also resulted in the classification of that debt as current.

Allegheny refinanced existing debt and issued new debt, on February 25, 2003 and March 13, 2003 as the result of its entry into the Borrowing Facilities, as described below. See Item 8, Note 3, Debt Covenants and Liquidity Strategy, to the consolidated financial statements in the 2002 Annual Report on Form 10-K for both Allegheny and AE Supply for additional information regarding the Borrowing Facilities. Issuance costs associated with the Borrowing Facilities totaled $46.6 million, of which $46.3 million has been deferred and will be amortized using the effective interest rate method over the life of the Borrowing Facilities.

AE, AE Supply, Monongahela, and West Penn entered into agreements (Borrowing Facilities) totaling $2,447.8 million with various credit providers to refinance and restructure the bulk of AE and AE Supply’s short-term debt.

The following is a summary of the terms of the Borrowing Facilities:

1.	Facilities at AE, Monongahela and West Penn:

•

A $305.0 million unsecured facility with AE, Monongahela, and West Penn as the designated borrowers, and under which AE has utilized the full facility amount. Borrowings under this facility bear interest at a London Interbank Offering Rate (LIBOR) based rate plus a margin of five percent or a designated money center bank’s base rate plus four percent. This facility requires quarterly amortization payments of $7.5 million;

•

A $25.0 million unsecured credit facility at AE. This facility had an interest rate of a designated money center bank’s base rate plus four percent and was retired in July 2003; and

•

A $10.0 million unsecured credit facility at Monongahela. This facility was subsequently renegotiated as part of a $55 million revolving facility of which $53.6 million was drawn. See Note 13, Subsequent Events, below, for additional information.

2.	Facilities at AE Supply:

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A $987.7 million credit facility (the Refinancing Credit Facility) at AE Supply, of which $893.4 million is secured by substantially all of the assets of AE Supply. Borrowings under the facility bear initial interest at a LIBOR-based rate plus a margin of six percent or a designated money center bank’s base rate plus a margin of five percent on the secured portion. The interest rate margin applicable to unsecured borrowings under the facility is 10.5 percent. This facility requires amortization payments of approximately $23.6 million in September 2004 and $117.8 million in December 2004, and matures in April 2005;

•

A $470.0 million credit facility, of which $420.0 million was drawn down and $50.0 million is no longer committed. The facility is secured by substantially all of AE Supply’s assets. Borrowings under the facility bear interest at a LIBOR-based rate plus six percent or a designated money center bank’s base rate plus a margin of five percent. This facility requires an amortization payment of $250.0 million in December 2003, which was paid, and payment of the balance of $170.0 million in September 2004; and

•

A $270.1 million credit facility (the Springdale Credit Facility) associated with the financing of the construction of AE Supply’s new generating facility in Springdale, Pennsylvania, and which is secured by a combination of that facility and substantially all of AE Supply’s assets. Borrowings under the facility bear interest at a LIBOR-based rate plus a margin of six percent or a designated money center bank’s base rate plus a margin of five percent on the portion secured by substantially all of AE Supply’s assets. The interest rate margin applicable to the remainder of the borrowings under the facility is 10.5 percent. This facility requires amortization payments of $6.4 million in September 2004, $32.2 million in December 2004, and matures in April 2005.

In addition, $380.0 million of indebtedness related to the discontinued St. Joseph, Indiana generating project, in the form of A-Notes, was restructured and assumed by AE Supply. Of this debt, $343.7 million is secured by substantially all of the assets of AE Supply, other than its new generating facility in Springdale, Pennsylvania. The secured portion of this debt bears an interest rate of 10.25 percent, and the unsecured portion bears interest at 13.0 percent. This debt matures in November 2007.

The $420.0 million borrowed by AE Supply under the $470.0 million facility represents new liquidity. The Borrowing Facilities at AE Supply also refinanced $1,637.8 million of existing debt and letters of credit, including $894.9 million outstanding under various credit agreements, and $270.1 million outstanding related to the construction of AE Supply’s generating facility in Springdale, Pennsylvania, which went into commercial operation in July 2003. The Borrowing Facilities at AE, Monongahela, and West Penn refinanced $340.0 million of existing debt and letters of credit.

percent for the unsecured portion of the $380.0 million A-Note debt retroactively to February 25, 2003, the closing date of the Borrowing Facilities. The total amounts unsecured under the Refinancing Credit Facility, the Springdale Credit Facility and the A-Note debt are approximately $94.3 million, $175.8 million, and $36.3 million, respectively.

AE Supply utilized $2,057.8 million under the Borrowing Facilities and the restructured A-Notes. Of the total, either AE Supply’s new generating facility in Springdale, Pennsylvania or substantially all of AE Supply’s assets secured $1,927.2 million. A covenant in AE Supply’s public debt places limitations, with certain exceptions, upon the issuance of secured debt. This limitation will constrain AE Supply’s ability to borrow additional funds until outstanding secured debt is reduced.

The interest rates payable by AE Supply under certain parts of the Borrowing Facilities are tied to AE Supply’s credit ratings. Should AE Supply’s credit ratings improve from its current ratings to certain specified higher ratings, the rate of interest AE Supply would be required to pay under the Refinanced Credit Facility and the Springdale Credit Facility could decrease by 0.5 percent to 1.0 percent for the secured portion of those credit facilities.

Allegheny is required to meet certain financial tests, as defined in the Borrowing Facilities agreements, including:

•

fixed-charge coverage ratio of 1.10 through the first quarter of 2005; and

•

maximum debt-to-capital ratio of 75 percent in 2003 and 72 percent in 2004 and the first quarter of 2005.

AE Supply also is required to meet certain financial tests, as defined in the Borrowing Facilities agreements, including:

•

minimum earnings before interest, taxes, depreciation, and amortization (EBITDA), as defined in the agreements, of $100.0 million by June 30, 2003, increasing to $304 million by December 31, 2003, to $430.0 million in increments for the 12 months ending each quarter through the first quarter of 2005;

•

interest coverage ratio of not less than 0.75 through June 30, 2003, increasing to 1.10 by December 31, 2003, 1.50 by December 31, 2004, through the first quarter of 2005; and

•

minimum net worth of $800.0 million (subject to downward adjustment under specific circumstances).

Effective July 22, 2003, Allegheny and AE Supply were granted waivers from compliance with all of the above financial tests for the first and second quarters of 2003. Effective August 22, 2003, Allegheny and AE Supply received additional waivers of the financial tests for the third quarter of 2003. Effective December 22, 2003, Allegheny and AE Supply received additional waivers of financial tests for the fourth quarter of 2003.

The Borrowing Facilities also have provisions requiring prepayments out of the proceeds of asset sales and debt and equity issuances, as follows:

•

75 percent of the net proceeds of sales of assets of Allegheny (excluding AE Supply and its subsidiaries) up to $400.0 million, and 100 percent thereafter;

•

75 percent of the net proceeds of sales of assets of AE Supply and its subsidiaries up to $800.0 million, and 100 percent thereafter, excluding AE Supply’s new facility in Springdale, Pennsylvania;

•

100 percent of the net proceeds of any sale of AE Supply’s new facility in Springdale, Pennsylvania;

•

100 percent of the net proceeds of debt issuances (excluding specified exemptions, including an exemption of up to $50 million for the Distribution Companies and refinancings meeting certain criteria);

•

100 percent of net proceeds from equity issuances;

•

50 percent of Allegheny’s (excluding AE Supply and its subsidiaries) excess cash flow (as defined in the Borrowing Facilities); and

•

50 percent of AE Supply’s excess cash flow (as defined in the Borrowing Facilities).

The Borrowing Facilities also contain restrictive covenants that limit Allegheny’s ability to: borrow funds; incur liens; enter into a merger or other change of control transaction; sell assets; make investments; prepay indebtedness; amend contracts; pay dividends and other distributions on Allegheny’s equity; and operate Allegheny’s business, by requiring it to adhere to an agreed business plan.

Substantially all of the debt of AE, AE Supply, Monongahela, Potomac Edison, West Penn, and AGC remains classified as current, in accordance with EITF Issue No. 86-30, “Classification of Obligations When a Violation is Waived by the Creditor,” as the result of noncompliance with certain financial reporting covenants. Allegheny and AE Supply have obtained waivers of these covenants for each of the quarterly reporting periods through, and including, September 30, 2003. For the debt obligations at Monongahela, Potomac Edison, West Penn, and AGC, the classification as current is the result of noncompliance with certain reporting requirements in their various indenture agreements. See Item 8, Note 3, Debt Covenants, to the consolidated financial statements in the 2002 Annual Report on Form 10-K for Monongahela, Potomac Edison, and West Penn, and Item 8, Note 2, Debt Covenants, to the consolidated financial statements in the 2002 Annual Report on Form 10-K for AGC for additional information regarding the nature of these financial reporting covenant violations.

The debt holders have not provided Monongahela, Potomac Edison, West Penn, and AGC with any notices of default under the agreements. Such notices, if received, would allow Monongahela, Potomac Edison, West Penn, and AGC either 30 or 60 days to cure their respective noncompliance before the debt holders could accelerate the due dates of the debt obligations.

On September 29, 2003, Mountaineer obtained waivers with respect to its Note Purchase Agreements extending the respective agreements’ covenant due dates for its 2002 annual audited financial statements until October 31, 2003. Also, Mountaineer has obtained waivers from its obligation to deliver unaudited financial statements to the noteholders for the first, second, and third quarters of 2003. Mountaineer provided its 2002 annual audited financial statements to noteholders on October 31, 2003. Mountaineer provided its first quarter 2003 financial statements to the noteholders on December 30, 2003. Mountaineer is required to deliver the second and third quarter 2003 unaudited financial statements to the noteholders by January 29, 2004.

Liquidity Strategy

Allegheny has prepared its financial statements assuming that it will continue as a going concern. However, Allegheny’s noncompliance with certain of its reporting obligations under its debt covenants (described above) and the resultant classification of certain debt as current has caused its independent auditors, PricewaterhouseCoopers LLP, to issue a modified opinion on its 2002 financial statements, contained within the 2002 Annual Report on Form 10-K, that indicates there is substantial doubt about Allegheny’s ability to continue as a going concern (a “Going Concern” opinion). The 2002 financial statements do not include any adjustments that might result from the resolution of this uncertainty.

Allegheny is in the process of preparing its Quarterly Report on Form 10-Q for the period ended September 30, 2003, and will file such report as soon as it is available. Thereafter, Allegheny plans to file its subsequent public financial reports on a timely basis.

Allegheny has adopted a long-term strategy of focusing on the core generation and T&D businesses in which it has been historically engaged. Allegheny will seek, consistent with regulatory constraints, to manage its business lines as an integrated whole. Implementing this strategy will be a significant challenge, in part, because of the continuing legacy of past transactions that have negatively affected Allegheny’s operations and financial condition.

Allegheny has taken a number of recent actions to improve its financial condition. These steps include substantial senior management changes; completion of key financing transactions, including the refinancing of principal credit facilities (as discussed above); exiting from Western United States energy markets; refocusing trading activities; asset sales; restructuring and cost reduction initiatives; and improving internal controls and reporting.

Private Placement: On July 24, 2003, Allegheny obtained $291 million ($275 million after deducting various fees and placement agents’ commissions) from the issuance to a wholly-owned special purpose finance subsidiary of AE, Allegheny Capital Trust I (Capital Trust), of units consisting of $300 million principal amount of 11⁷/8 percent Notes due 2008 and warrants for the purchase of up to 25 million shares of AE’s common stock, exercisable at $12 per share. The warrants are mandatorily exercisable if AE’s common stock price equals or exceeds $15 per share over a specified averaging period occurring after June 15, 2006. The warrants are stapled to the notes and may be exercised only through the tender of the notes. The finance subsidiary obtained proceeds required to purchase the units by issuing $300 million liquidation amount of its 11⁷/8 percent Mandatorily-Convertible Trust Preferred Securities to investors in a private placement. The holder of a preferred security is entitled to distributions on a corresponding principal amount of notes and may direct the exercise of warrants stapled to the notes in order to convert the preferred securities into AE common stock. AE fully and unconditionally guarantees Capital Trust’s payment obligations under the preferred securities. Allegheny’s consolidated balance sheets will reflect the Notes as long-term debt. The Notes and AE’s guarantee of Capital Trust’s payment obligations are subordinated only to indebtedness arising under the agreements governing certain of AE’s indebtedness under the Borrowing Facilities.

Exiting from Western United States Energy Markets: Allegheny worked throughout 2003 to accomplish AE Supply’s effective exit from the Western United States energy markets. Its positions based in the Western United States had been a substantial source of earnings and cash flow volatility and risk, and trading in these markets does not fit with Allegheny’s new business model.

March and September of 2004 under the agreement with Williams. Approximately $26 million is being held in a pledged account for the benefit of AE Supply’s creditors. This arrangement is intended to enhance AE Supply’s ability to refinance certain unsecured borrowings. Approximately $71 million of the sale proceeds were placed in escrow for the benefit of J. Aron & Company, pending Allegheny’s fulfillment of certain post-closing requirements. When the escrowed funds are released, approximately $50 million will be added to the pledged account and AE Supply will receive the balance. The remaining $15 million of sale proceeds have been used to partially offset certain of the hedges related to the CDWR contract and to pay fees and expenses associated with the transaction.

Agreement to Terminate Williams Toll. In July 2003, AE Supply entered into a conditional agreement with Williams to terminate its 1,000 MW tolling agreement with Williams. Under the agreement, AE Supply made an initial payment to Williams of approximately $2.4 million to satisfy certain amounts under a related hedge agreement. Allegheny made a $100 million payment to Williams after the close of the sale of the CDWR contract. Allegheny will make two payments of $14 million to Williams in March and September of 2004. The tolling agreement will terminate when the final $14 million payment is made.

Termination of LV Cogen Toll. In mid-September, 2003, AE Supply terminated its 222 MW tolling agreement with LV Cogen. Allegheny made a $114 million termination payment to LV Cogen after the closing of the sale of the CDWR contract.

In September 2003, AE Supply exited the Western United States energy trading markets. As a result, Allegheny recorded a net loss of approximately $101.6 million and $520 million for the three and nine months ended September 30, 2003, respectively. This loss is recorded as a component of net revenues in the consolidated statements of operations for the three and nine months ended September 30, 2003. This loss was determined without including the approximately $71 million of sale proceeds that were placed in escrow pending Allegheny’s fulfillment of certain post-closing requirements.

Refocusing Trading Activities: Adoption of Asset-Based Trading Strategy. AE Supply is reorienting its trading operations from high-volume financial trading in national markets to asset optimization and hedging within its

region. AE Supply implemented this rebalancing by exiting the Western United States energy markets, together with unwinding substantial non-core trading positions which has enabled AE Supply to reduce long-term trading-related cash outflows and collateral obligations. In the future, AE Supply will seek to concentrate its efforts in the PJM, Midwest, and Mid-Atlantic markets where it has a physical presence and greater market knowledge. Ultimately, AE Supply intends to conduct asset optimization and hedging activities with the primary objective of locking in cash flows associated with AE Supply’s portfolio of core physical generating and load positions.

As part of refocusing its activities, AE Supply moved its energy marketing operations from New York to Monroeville, Pennsylvania in May 2003. This transition resulted in ongoing cost savings and improved integration with AE Supply’s generation activity. The reduced staffing levels reflect the newly revised focus of the trading function. Management believes that both trading and marketing and generation operations can be enhanced by locating trading personnel closer to personnel managing AE Supply’s generating assets. Personnel involved in the separate functions can be cross-trained and will be better positioned to enhance the relationship between the two functions.

Asset Sales: In 2002, Allegheny announced that it was considering asset sales as part of an overall strategy to address its liquidity requirements. Allegheny has achieved the sale of its most significant assets with a nexus to the Western United States. Allegheny has also completed the sale of its interest in the Conemaugh Generating Station (Conemaugh), as described below. Allegheny continues to consider the sale of additional assets, especially non-core assets, including Mountaineer.

Land Sales. Effective February 14, 2002, West Penn, through its subsidiary The West Virginia Power & Transmission Company, sold 12,000 acres of land in Canaan Valley, West Virginia to the U.S. Fish & Wildlife Service for $16 million. Effective December 18, 2002, it also sold a 2,468 acre tract of land for $6.9 million and made a charitable contribution of a 740 acre tract in Canaan Valley, West Virginia to Canaan Valley Institute.

Fellon-McCord and Alliance Energy Services, LLC. Effective December 31, 2002, AE sold Fellon-McCord, its natural gas and electricity consulting and management services firm, and Alliance Energy Services, LLC (Alliance Energy Services), a provider of natural gas supply and transportation services, to Constellation Energy Group for approximately $21.8 million. The sale of these entities resulted in a loss of $18.8 million, net of income taxes, which was recorded in December 2002.

Conemaugh Generating Station. On June 27, 2003, AE Supply completed the sale of its 83 MW share of the coal-fired Conemaugh Generating Station, located near Johnstown, Pennsylvania, to a subsidiary of UGI Development Corporation (UGI) for approximately $46.3 million, which does not include a contingent amount of $5 million. This contingent amount could be received in full, in part, or not at all, depending upon AE Supply’s performance of certain post-closing obligations.

Restructuring and Cost Reduction Initiatives: Allegheny has taken several actions to align its operations with its strategy and reduce its cost structure.

Termination of Non-Core Construction Activity. In 2002, AE Supply ceased construction and planning of various merchant generation projects to attempt to conserve cash and other resources and focus its resources on its core generating assets.

Restructuring of Operations. In July 2002, Allegheny announced a restructuring plan intended to strengthen its financial performance by, among other things, reducing its workforce. Allegheny has achieved workforce reductions of more than ten percent through a voluntary Early Retirement Option (ERO) program and selected staff reductions. In the 2002 calendar year, approximately 600 eligible employees accepted the ERO program resulting in a charge of $82.6 million, before income taxes. Allegheny will continue to take actions intended to reduce costs and improve productivity in all of its operations.

Suspension of Dividends. The Board of Directors of AE determined not to declare a dividend on AE’s common stock for the fourth quarter of 2002. Covenants contained in Allegheny’s new Borrowing Facilities entered into in February 2003, and in the indenture entered into in connection with the issuance of the convertible trust preferred securities in July 2003, as well as regulatory limitations under PUHCA, are expected to preclude AE from declaring or paying cash dividends for the foreseeable future.

Elimination of Preemptive Rights. On March 14, 2003, AE’s common stockholders approved an amendment to AE’s articles of incorporation eliminating common stockholders’ preemptive rights. The elimination of preemptive rights removes an obstacle to AE’s ability to privately place equity or convertible securities.

Improving Internal Controls and Reporting: Commencing in the third quarter of 2002, Allegheny undertook a comprehensive and extended review of its financial information and internal controls and procedures. This review included extensive involvement by top management and directors, independent auditors and other outside professional services firms. Allegheny continues to address its controls environment and reporting procedures, as well as its SEC filing and other outstanding reporting obligations. See Part I, Item 4, “Controls and Procedures,” below, for a detailed discussion.

Associated Risks: There are many attendant risks, both with Allegheny’s current liquidity situation and the measures that have been undertaken to remedy the situation in the short-term. These risks can be viewed as liquidity risks associated with the Borrowing Facilities, asset sales risks, and restructuring risks.

Liquidity Risks Associated with the Borrowing Facilities: These risks would include increased interest rate risk and additional borrowing costs. Also, required prepayments under the Borrowing Facilities will absorb a large portion of future estimated cash flows and will limit Allegheny’s ability to raise capital for purposes other than debt repayment.

Asset Sales Risks: If asset sales do occur, it is likely that they would not be at terms as favorable as the market conditions existing when the assets were originally acquired. This situation could expose Allegheny to a loss in value on those assets.

Restructuring Risks: In association with the workforce reductions, winding-down and relocation of the energy trading operations, and the cancellation of construction projects, Allegheny is faced with the risk of losing experienced personnel, diverting management resources away from continuing operations, and failing to realize anticipated cost reductions.

There is no guarantee that Allegheny will be able to complete its plan to strengthen its liquidity in the short-term and move to its long-term strategy of remaining an integrated energy company with a focus on its fundamental power generation and delivery businesses.

Other Matters Concerning Liquidity and Capital Requirements: Allegheny’s wholesale marketing, energy trading, fuel procurement, and risk management activities require direct and indirect credit support. The amount of credit support required is affected by market price changes for electricity, natural gas, and other energy-related commodities and Allegheny’s credit rating. Such credit support might be in the form of letters of credit, cash deposits, or liquid securities.

For 2002 and 2003, Allegheny’s cash flows were adequate to meet all of its payment obligations and to fund capital expenditures. Allegheny expects that cash flows from operations will not be sufficient in 2004 to cover future obligations, including capital expenditure requirements. Allegheny expects that it will need to arrange for alternative financing or sell certain assets in order to repay the principal amounts under the Borrowing Facilities scheduled for the third and fourth quarters of 2004.

Allegheny continues to seek to refinance the outstanding debt of AE and AE Supply with banks and other financial institutions and has filed an application with the SEC for approval for the refinancing. There is no assurance that SEC approval will be obtained or, if the approval is obtained, that AE and AE Supply will be able to refinance their indebtedness on satisfactory terms or at all.

NOTE 3: ENERGY TRADING ACTIVITIES

The net fair value of AE Supply’s commodity contracts decreased by $156.9 million for the nine months ended September 30, 2002 as a result of $181.0 million of unrealized losses recorded during the first nine months of 2002 primarily due to changes in market conditions, and $24.1 million of net options paid and received during the first nine months of 2002. Included as part of the decrease for the nine months ended September 30, 2002 are $356.2 million of net unrealized losses recorded in the three month period ended September 30, 2002. These net unrealized losses are the result of a change in valuation techniques and assumptions and market related assumptions. There has been, and may continue to be, significant volatility in the market prices for electricity and natural gas at the wholesale level, which will affect AE Supply’s operating results.

In June 2002, the EITF reached a consensus on Issue No. 02-3 that mark-to-market gains and losses on energy trading contracts (whether realized or unrealized) should be shown net in the consolidated statement of operations. This consensus was applicable to financial statements for periods ending after July 15, 2002. During 2002, Allegheny modified its reporting as a result of the EITF consensus to reflect the revenues from energy trading activities net of the cost of purchased energy and transmission related to contracts that require physical delivery. In addition, amounts for the three and nine months ended September 30, 2001 were adjusted for comparability to reflect the adoption of the EITF consensus. As a result, Allegheny’s operating revenues and cost of revenues for the three and nine months ended September 30, 2001 are lower than previously reported, with no effect on consolidated net revenues or net income.

In accordance with EITF 02-3, energy trading revenues are reported net of purchased energy, which has resulted in negative revenue amounts for the three and nine months ended September 30, 2002 of $318.9 million and $207.2 million respectively.

NOTE 4: GOODWILL AND OTHER INTANGIBLE ASSETS

Effective January 1, 2002, Allegheny, AE Supply, Monongahela, Potomac Edison, West Penn, and AGC adopted SFAS No. 142, “Goodwill and Other Intangible Assets.”

If the provisions of SFAS 142 had been applied for 2001, reported consolidated net (loss) income and (loss) earnings per share adjusted to exclude amortization expense for the three and nine months ended September 30, 2002, and 2001, would have been as follows for Allegheny:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2002			2001		2002			2001
Net consolidated (loss) income:
As reported	$	(263.0	)	$	165.7	$	(350.9	)	$	353.2
Add: Goodwill amortization, net of income tax		—			3.8		—			11.5

As adjusted	$	(263.0	)	$	169.5	$	(350.9	)	$	364.7

Basic (loss) earnings per share:
As reported	$	(2.09	)	$	1.33	$	(2.80	)	$	2.98
Add: Goodwill amortization, net of income tax		—			0.03		—			0.10

As adjusted	$	(2.09	)	$	1.36	$	(2.80	)	$	3.08

Diluted (loss) earnings per share:
As reported	$	(2.09	)	$	1.32	$	(2.80	)	$	2.97
Add: Goodwill amortization, net of income tax		—			0.03		—			0.10

As adjusted	$	(2.09	)	$	1.35	$	(2.80	)	$	3.07

Of the $3.8 million and $11.5 million stated above for the three and nine months ended September 30, 2001, approximately $3.0 million and $9.0 million, respectively, represent the goodwill amortization included in AE Supply’s results of operations and the remaining $0.8 million and $2.5 million, respectively, represent goodwill amortization included in Monongahela’s results of operations.

The carrying amount of, and changes in, goodwill attributable to each reportable operating segment are as follows:

*(In millions)*	Dec 31, 2001		Acquisition		Impairment			Disposal		Sep 30, 2002
Delivery and Services	$	236.3	$	4.5	$	(210.1	)	$	—	$	30.7
Generation and Marketing		367.3		—		—			—		367.3

Total	$	603.6	$	4.5	$	(210.1	)	$	—	$	398.0

The components of other intangible assets are as follows:

	As of September 30, 2002				As of December 31, 2001
*(In millions)*	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Reported as intangible assets on the consolidated balance sheets:
Natural gas retail contracts, amortized	$	47.5	$	36.0	$	51.8	$	10.2
Other, unamortized		—		—		1.4		—

		47.5		36.0		53.2		10.2
Included in property, plant, and equipment on the consolidated balance sheets:
Land easements, amortizable		96.8		23.8		96.3		22.6
Land easements, unamortizable		31.6		—		31.6		—
Natural gas rights		6.6		3.5		6.6		3.2

Total	$	182.5	$	63.3	$	187.7	$	36.0

Amortization of intangible assets was $5.4 million and $0.3 million for the three months ended September 30, 2002, and 2001, respectively, and $27.3 million and $1.2 million for the nine months ended September 30, 2002, and 2001, respectively. For the nine months ended September 30, 2002, approximately $25.8 million of amortization was related to Alliance Energy Services.

Amortization expense is estimated to be $1.5 million annually for 2003 through 2007.

NOTE 5: WORKFORCE REDUCTION EXPENSES

In July 2002, Allegheny announced a restructuring plan to strengthen its financial performance. The restructuring activities included a company-wide workforce reduction and a reorganization of Allegheny’s energy trading division.

Allegheny has achieved workforce reductions of approximately ten percent, most of which occurred in 2002, primarily through a voluntary early retirement option (ERO) program and selected staff reductions. The ERO program offered enhanced pension and medical benefits and required eligible employees to make an election by September 16, 2002. The costs for the workforce reduction under the ERO program were determined in accordance with SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits,” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” For the year ended December 31, 2002, approximately 600 eligible employees accepted the ERO program, resulting in a charge of $82.6 million, before income taxes ($49.5 million, net of income taxes). Allegheny also offered a Staffing Reduction Separation Program (SRSP) for employees whose positions were being eliminated as part of the workforce reductions and severance for certain energy trading employees. The severance and other employee-related costs have been accounted for in accordance with EITF 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” For the year ended December 31, 2002, Allegheny recorded a charge of $25.0 million, before income taxes ($15.3 million, net of income taxes) related to approximately 80 employees whose positions have been eliminated. Workforce reduction costs have been recorded in “Workforce reduction expenses” on the consolidated statements of operations.

Of the total 2002 pre-tax workforce reduction expense of $107.6 million, $104.2 million, before income taxes, was recorded during the three and nine months ended September 30, 2002. Of the $104.2 million in charges incurred, approximately $10 million was paid out during the three month period ended September 30, 2002, approximately $82.6 million is recorded as a pension and post-retirement benefit in Allegheny’s consolidated balance sheet and approximately $8.0 million is recorded as a current liability in Allegheny’s consolidated balance sheet. A majority of the $8.0 million is owed by AE Supply. For additional information see the Restructuring Charges and Workforce Reduction Expenses notes to the consolidated financial statements in the 2002 Annual Report on Form 10-K (Item 8, Note 8 for AE and AE Supply) and the Workforce Reduction Expenses notes to the consolidated financial statements in the 2002 Annual Report on Form 10-K (Item 8, Note 6 for Monongahela, Note 4 for Potomac Edison and West Penn, and Note 3 for AGC.)

NOTE 6: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Allegheny utilizes derivative instruments to manage its exposures to various market risks as described in its 2002 and 2001 Annual Reports on Form 10-K. The following information supplements, and should be read in conjunction with, Item 8, Note 4, Energy Trading Activities, and Note 9, Derivative Instruments and Hedging Activities, to the consolidated financial statements in Allegheny’s 2002 Annual Report on Form 10-K and Item 8, Notes I and E, Energy Trading Activities, and Item 8, Notes J and F, Derivative Instruments and Hedging Activities, in Allegheny’s 2001 Annual Report on Form 10-K.

For the nine months ended September 30, 2002, Allegheny owned Alliance Energy Services, which was subsequently sold in December 2002. Alliance Energy Services, on behalf of its customers, used both physical and financial derivative contracts, including forwards, NYMEX futures, options and swaps, in order to minimize market risk associated with its energy purchase and sales activities. These derivative contracts were accounted for as cash flow hedges. These hedges were highly effective for the three and nine months ended September 30, 2002.

NOTE 7: OTHER COMPREHENSIVE INCOME

Allegheny’s comprehensive income, and the components of other comprehensive income, net of income taxes, for the three and nine months ended September 30, 2002, and 2001, were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2002			2001			2002			2001
Consolidated net (loss) income	$	(263.0	)	$	165.7		$	(350.9	)	$	353.2
Other comprehensive income (loss), net of income taxes
Unrealized holding (losses) gains on available for sale securities, net of income taxes		(0.1	)		0.4			—			0.2
Reclassification adjustment for (losses) gains included in net (loss) income, net of income taxes		0.4			(0.9	)		1.3			(1.1	)

Net unrealized (losses) gains on available for sale securities		0.3			(0.5	)		1.3			(0.9	)

Unrealized gains on cash flow hedges, net of income taxes		8.0			6.2			33.7			1.6
Reclassification adjustment for (losses) included in net (loss) income, net of income taxes		(0.8	)		(3.1	)		(8.7	)		(3.1	)
Cumulative effect of accounting change – gain on cash flow hedges		—			—			—			1.5

Net unrealized gains on cash flow hedges		7.2			3.1			25.0			—

Total other comprehensive (loss) income		7.5			2.6			26.3			(0.9	)

Consolidated comprehensive net (loss) income	$	(255.5	)	$	168.3		$	(324.6	)	$	352.3

Of the net unrealized gains on cash flow hedges, net of income taxes of $7.2 million and $25.0 million for the three and nine months ended September 30, 2002, respectively, $7.1 million and $26.0 million are related to Alliance Energy Services, which was sold on December 31, 2002. The remaining amounts of a net unrealized gain of $0.1 million for the three month period ended September 30, 2002, and a net unrealized loss of $1.0 million for the nine month period ended September 30, 2002 were related to AE Supply.

NOTE 8: BUSINESS SEGMENTS

All registrants, except for Allegheny and Monongahela, have only one segment. Allegheny and Monongahela manage and evaluate their operations in two business segments: 1) Delivery and Services and 2) Generation and Marketing. Prior to the second quarter of 2002, Allegheny’s reported segments were regulated utility operations, unregulated generation operations, and other unregulated operations. Business segments have been changed to reflect current internal management reporting. Prior period segment information has been restated for comparative purposes.

Business segment information for Allegheny is summarized below. Significant transactions between reportable segments are shown as eliminations to reconcile the segment information to consolidated amounts.

	Allegheny
	Three Months Ended September 30,						Nine Months Ended September 30,
*(In millions)*	2002			2001			2002			2001
Total operating revenues:
Delivery and Services	$	857.8		$	678.0		$	2,561.9		$	2,145.1
Generation and Marketing		56.7			633.9			867.9			1,550.9
Eliminations		(377.4	)		(364.6	)		(1,103.0	)		(1,103.6	)

Total	$	537.1		$	947.3		$	2,326.8		$	2,592.4

Operating (loss) income:
Delivery and Services	$	28.7		$	97.2		$	189.2		$	328.9
Generation and Marketing		(349.2	)		235.4			(301.2	)		484.8
Eliminations		1.7			—			(3.3	)		—

Total	$	(318.8	)	$	332.6		$	(115.3	)	$	813.7

Consolidated (loss) income before cumulative effect of accounting change:
Delivery and Services	$	(23.2	)	$	41.3		$	41.9		$	137.6
Generation and Marketing		(240.6	)		124.4			(260.1	)		246.7
Eliminations		0.8			—			(2.2	)		—

Total	$	(263.0	)	$	165.7		$	(220.4	)	$	384.3

Cumulative effect of accounting change, net:
Delivery and Services	$	—		$	—		$	(130.5	)	$	—
Generation and Marketing		—			—			—			(31.1	)

Total	$	—		$	—		$	(130.5	)	$	(31.1	)

Consolidated net (loss) income:
Delivery and Services	$	(23.2	)	$	41.3		$	(88.6	)	$	137.5
Generation and Marketing		(240.6	)		124.4			(260.1	)		215.7
Eliminations		0.8			—			(2.2	)		—

Total	$	(263.0	)	$	165.7		$	(350.9	)	$	353.2

Business segment information for Monongahela is summarized below. Significant transactions between reportable segments are shown as eliminations to reconcile the segment information to consolidated amounts.

	Monongahela
	Three Months Ended September 30,						Nine Months Ended September 30,
*(In millions)*	2002			2001			2002			2001
Total operating revenues:
Delivery and Services	$	187.1		$	180.3		$	636.7		$	644.7
Generation and Marketing		91.2			90.2			238.1			286.8
Eliminations		(76.2	)		(68.1	)		(210.5	)		(223.7	)

Total	$	202.1		$	202.4		$	664.3		$	707.8

Operating (loss) income:
Delivery and Services	$	(10.4	)	$	16.8		$	37.3		$	82.3
Generation and Marketing		5.2			19.6			—			52.2

Total	$	(5.2	)	$	36.4		$	37.3		$	134.5

Consolidated (loss) income before cumulative effect of accounting change:
Delivery and Services	$	(11.0	)	$	6.0		$	8.0		$	36.9
Generation and Marketing		1.8			12.0			(4.1	)		30.6

Total	$	(9.2	)	$	18.0		$	3.9		$	67.5

Cumulative effect of accounting change, net:
Delivery and Services	$	—		$	—		$	(115.4	)	$	—
Generation and Marketing		—			—			—			—

Total	$	—		$	—		$	(115.4	)	$	—

Consolidated net (loss) income:
Delivery and Services	$	(11.0	)	$	6.0		$	(107.4	)	$	36.9
Generation and Marketing		1.8			12.0			(4.1	)		30.6

Total	$	(9.2	)	$	18.0		$	(111.5	)	$	67.5

NOTE 9: ACCOUNTING FOR THE EFFECTS OF PRICE DEREGULATION

Allegheny’s reserve for adverse power purchase commitments, which is recorded entirely on West Penn’s consolidated balance sheet, decreased as follows for the three and nine months ended September 30, 2002, and 2001:

Three Months

Ended

September 30,

Nine Months

Ended

September 30,

(In millions)

2002

2001

2002

2001

Decrease in adverse power purchase commitments

5.8

6.2

17.3

18.6

NOTE 10: EARNINGS PER SHARE

Allegheny’s average basic and diluted shares for purposes of computing earnings per share for the three and nine months ended September 30, 2002, and 2001, were as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2002	2001	2002	2001
Basic common shares outstanding	125,691,877	124,866,568	125,460,716	118,434,527
Shares contingently issuable	*	435,789	*	485,695
Diluted common shares outstanding	125,691,877	125,302,357	125,460,716	118,920,222

*	Effects not included as amounts are not dilutive.

The excluded shares of common stock from the diluted common shares outstanding, listed above, that are contingently issuable under Allegheny’s stock option plans for the three and nine months ended September 30, 2002, and 2001, were as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2002

2001

2002

2001

Shares contingently issuable

328,282

—

328,282

—

NOTE 11: OTHER INCOME AND EXPENSES, NET

Other income and expenses, net, represent non-operating revenues and expenses before income taxes. The following table summarizes Allegheny’s other income and expenses, net, for the three and nine months ended September 30, 2002, and 2001.

	Three Months Ended September 30,						Nine Months Ended September 30,
*(In millions)*	2002			2001			2002			2001
Allegheny:
Impairment charges related to unregulated investments	$	(28.9	)	$	—		$	(42.7	)	$	—
Gain on Canaan Valley land sale		—			—			14.3			—
Gain on sale of fixed assets		—			0.3			1.8			4.1
Write down of asset held for sale		(4.8	)		—			(4.8	)		—
Interest and dividend income		1.3			1.8			4.6			4.7
Other		(2.5	)		1.2			(1.0	)		(1.7	)

Total	$	(34.9	)	$	3.3		$	(27.8	)	$	7.1

AE Supply:
Write down of asset held for sale	$	(4.8	)	$	—		$	(4.8	)	$	—
Interest and dividend income		0.6			1.2			0.9			2.0
Gain on sale of fixed assets		—			—			1.3			3.5
Other		0.1			(0.5	)		(2.7	)		(0.6	)

Total	$	(4.1	)	$	0.7		$	(5.3	)	$	4.9

Monongahela:
Gain on Canaan Valley land sale	$	—		$	—		$	1.8		$	—
Interest and dividend income		1.2			0.3			4.0			1.2
Equity in earnings of AGC		1.0			0.7			3.1			3.6
Other		(1.5	)		0.5			(3.4	)		0.3

Total	$	0.7		$	1.5		$	5.5		$	5.1

Potomac Edison:
Maryland coal brokering fees	$	—		$	—		$	—		$	(0.4	)
Other		(0.2	)		0.1			0.5			0.1

Total	$	(0.2	)	$	0.1		$	0.5		$	(0.3	)

West Penn:
Gain on Canaan Valley land sale	$	—		$	—		$	12.5		$	—
Gain on sale of fixed assets		—			0.3			0.4			0.3
Interest and dividend income		0.2			0.1			1.8			1.5
Other		(1.2	)		0.4			0.5			0.7

Total	$	(1.0	)	$	0.8		$	15.2		$	2.5

NOTE 12: COMMITMENTS AND CONTINGENCIES

Environmental Matters and Litigation

Allegheny is subject to various laws, regulations, and uncertainties as to environmental matters. Compliance may require Allegheny to incur substantial additional costs to modify or replace existing and proposed equipment and facilities and may adversely affect the cost of future operations.

Clean Air Act and CAAA Matters: In 1998, the EPA finalized its Nitrogen Oxide (NOx) State Implementation Plan (SIP) call rule (known as the NOx SIP call) to address the regional transport of ground-level ozone that requires the equivalent of a uniform 0.15 lb/mmBtu emission rate throughout a 22-state region, including Maryland, Pennsylvania, and West Virginia, beginning in May

2003. Allegheny’s compliance with such stringent regulations has required and will require the installation of expensive post-combustion control technologies on most of its power stations. During 2000, Pennsylvania and Maryland promulgated final rules to implement the EPA’s NOx SIP call requirements, beginning in May 2003. During 2001, the West Virginia Department of Environmental Protection issued a final rule to implement the EPA’s NOx SIP call requirements, beginning in May 2004. The EPA approved the West Virginia SIP in July of 2002. The EPA’s NOx SIP call had been subject to litigation but, in 2000, the D.C. Circuit Court of Appeals issued a decision that upheld the regulation. The court issued a subsequent order that postponed the initial compliance date of the NOx SIP call from May 2003 to May 2004. Maryland and Pennsylvania did not delay the May 2003 implementation dates of their respective SIP, nor are they legally required to do so. AE Supply and Monongahela are in the process of installing NOx controls to meet the Pennsylvania, Maryland, and West Virginia SIP. AE Supply and Monongahela also have the option to purchase, in some cases, alternate fuels, NOx allowances, or power on the market, if needed, to supplement their compliance strategy. AE Supply and Monongahela expect to be in compliance with NOx limits established by the SIP. Allegheny’s construction forecast includes the expenditure of $34.3 million of capital costs during the 2003 through 2004 period for NOx emission controls.

In August 2000, AE received a letter from the EPA requesting that it provide information and documentation relevant to the operation and maintenance of the following ten electric generating stations, collectively including 22 generating units: Albright, Armstrong, Fort Martin, Harrison, Hatfield’s Ferry, Mitchell, Pleasants, Rivesville, R. Paul Smith, and Willow Island. AE Supply and Monongahela own these electric generating stations. The letter requested information under Section 114 of the Clean Air Act to determine compliance with the Clean Air Act and related requirements, including potential application of the new source review standards, which can require the installation of additional air pollution control equipment upon the major modification of an existing facility. Responsive submissions were made during 2000 and 2001. In July 2002, AE received a follow-up letter from the EPA requesting clarifying information. AE provided responsive information.

Similar inquiries have been made of other electric utilities and have resulted in enforcement proceedings being brought in most cases. AE believes that its subsidiaries’ generating facilities have been operated in accordance with the Clean Air Act and the rules implementing it. The experience of other energy companies, however, suggests that, in recent years, the EPA has narrowed its view regarding the scope of the definition of “routine maintenance” under its rules, thereby broadening the range of actions subject to compliance with new source review standards. Under previous EPA interpretations, these same actions did not trigger application of those standards. Section 114 information requests concerning facility modifications are often followed by enforcement actions. The EPA contacted AE and requested a meeting, which was held on July 16, 2003.

At this time, AE is not able to determine what effect the EPA’s inquiry may have on its operations. If new source review standards are applied to Allegheny’s generating stations, in addition to the possible imposition of fines, compliance would entail significant expenditures. However, the recent preliminary judicial decision in the EPA vs. Duke Energy case, as well as the final Routine Maintenance, Repair, and Replacement Rule (RMRR) recently released by the EPA, are more consistent with the energy industry’s historical compliance approach. On December 24, 2003, the U.S. Court of Appeals for the District of Columbia Circuit issued an order to stay the RMRR. The rule was scheduled to go into effect on December 26, 2003. The stay delays implementation of the rule until the case is decided. No assurance can be given that the RMRR will eventually be upheld by the courts. Therefore, at this time, AE and its subsidiaries are not able to determine the effect these actions may have on them with regard to compliance costs.

The Attorneys General of New York and Connecticut, in letters dated September 15, 1999, and November 3, 1999, respectively, notified AE of their intent to commence civil actions against AE and/or its subsidiaries alleging violations at the Fort Martin Power Station under the federal Clean Air Act, which requires power plants that make major modifications to comply with the same New Source Review emission standards applicable to new power plants. Other governmental agencies may commence similar actions in the future. Fort Martin Power Station is located in West Virginia and is now jointly owned by AE Supply and Monongahela. Both Attorneys General stated their intent to seek injunctive relief and penalties. In addition, the Attorney General of the State of New York indicated that he may assert claims under the state common law of public nuisance seeking to recover, among other things, compensation for alleged environmental damage caused in New York by the operation of the Fort Martin Power Station. At this time, AE and its subsidiaries are not able to determine what effect, if any, these actions may have on them.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) Claim: On March 4, 1994, Monongahela, Potomac Edison, and West Penn (the Distribution Companies) received notice that the EPA had identified them as potentially responsible parties (PRPs) with respect to the Jack’s Creek/Sitkin Smelting Superfund Site. Initially, approximately 175 PRPs were involved, however, the current number of active PRPs is reduced as a result of settlements with de minimis contributors and other contributors to the site. The costs of remediation will be shared by all past and present responsible parties. In 1999, a PRP group that included the Distribution Companies entered into a consent order with the EPA to remediate the site. It is currently estimated that the total remediation costs to be borne by all of the responsible parties will not exceed $30 million. However, Allegheny estimates that its share of the cleanup liability will not exceed $1.0 million, which has been accrued as a liability.

Claims Related to Alleged Asbestos Exposure: Monongahela, Potomac Edison, and West Penn have also been named as defendants along with multiple other defendants in pending asbestos cases involving multiple plaintiffs. While Allegheny believes that all of the cases are without merit, Allegheny cannot predict the outcome of the litigation. Allegheny has accrued a reserve of $5.6 million as of September 30, 2002, related to the asbestos cases as the potential cost to settle the cases to avoid the anticipated cost of defense. Allegheny received insurance recoveries of $2.4 million, net of $0.5 million of legal fees, related to these asbestos cases during the nine months ended September 30, 2002. Insurance recoveries of $0.6 million were received during the nine months ended September 30, 2001.

In December of 2003 there were 5,624 cases that were open. On December 19, 2003, Allegheny settled and/or dismissed 4,314 of these cases; however, the final dismissal order from the court was received in January 2004. These settlements and/or dismissals did not result in a material change to the accrued contingent reserve. Effectively, as of December 31, 2003, Allegheny had 1,310 open cases remaining.

Other: As part of the National Pollutant Discharge Elimination System (NPDES) permit review process at the Connellsville West Side facility, oil and PCB contamination has been noted at the facility. Steps have been taken to address the oil contamination and monitoring is continuing at the site. The internal investigation into the source of the oil is ongoing in accordance with several Pennsylvania Department of Environmental Protection (PADEP) programs. At September 30, 2002, the accrued liability balance was $0.1 million, as an estimate of the total remaining remediation cost at the facility.

Other Litigation

Nevada Power Contracts: On December 7, 2001, Nevada Power Company (NPC) filed a complaint with the FERC against AE Supply, which sought FERC action to modify prices payable to AE Supply under three trade confirmations dated December 4, 2000, January 16, 2001, and February 7, 2001, between Merrill Lynch and NPC, and entered into under the Western Systems Power Pool Master

Agreement. The transactions related to power sales during 2002. NPC’s claim was based, in part, on the assertion that dysfunctional California spot markets had an adverse effect on the prices NPC was able to negotiate with AE Supply under the contracts. NPC filed substantially identical complaints against a number of other energy suppliers.

A hearing was held before a FERC administrative law judge (ALJ) in late 2002. On December 19, 2002, the ALJ issued findings that no contract modification was warranted on the grounds that dysfunctional California spot markets did not have an adverse effect on the contract prices. The ALJ determined in favor of NPC that AE Supply, rather than Merrill Lynch, was a proper subject of NPC’s complaint.

On June 26, 2003, the FERC affirmed the ALJ’s decision upholding the long-term contracts negotiated between NPC and AE Supply. The FERC did not render a decision on whether AE Supply was a legitimate party in interest to the three trade confirmations at issue.

On November 10, 2003, the FERC issued an order on rehearing affirming its conclusion that the long-term contracts should not be modified. On July 3, 2003, Snohomish County filed a petition for review of the FERC’s June 26, 2003 order with the U.S. Court of Appeals for the Ninth Circuit. On July 30, 2003, the FERC filed a motion with the Ninth Circuit to, among other things, dismiss Snohomish’s petition for review as “incurably premature.” On August 18, 2003, AE Supply filed a Motion to Intervene Out-of-Time in that proceeding. On November 17, 2003, the Ninth Circuit Court ordered that the motion to dismiss be held in abeyance pending motions to be filed within 14 days of the FERC’s decision regarding the requests for hearing. On November 19 and 20, 2003, three separate petitions for review of the FERC’s orders in the NPC proceedings were filed with two different circuits, the U.S. Court of Appeals for the District of Columbia Circuit and the U.S. Court of Appeals for the Ninth Circuit. On December 10, 2003, the NPC petitions were consolidated in the Ninth Circuit. On December 17, 2003, AE Supply filed a motion in the Ninth Circuit to intervene in actions pending in the Snohomish County proceeding. AE Supply cannot predict the outcome of this matter.

Sierra/Nevada: On April 2, 2003, NPC and Sierra Pacific Resources, Inc., (together Sierra/Nevada) initiated a lawsuit in U.S. District Court in Nevada against AE and AE Supply, together with Merrill Lynch & Co. and Merrill Lynch Capital Services, Inc. (together, Merrill). The complaint alleged that AE and AE Supply and Merrill engaged in fraudulent conduct in connection with NPC’s application to the Public Utilities Commission of Nevada (Nevada PUC) for a deferred energy accounting adjustment, which allegedly caused the Nevada PUC to disallow $180.0 million of NPC’s deferred energy expenses. Sierra/Nevada asserted three causes of action against AE and AE Supply arising from the alleged fraudulent conduct. These include: (1) tortious interference with Sierra/Nevada’s contractual and prospective economic advantages, (2) conspiracy, and (3) violations of the Nevada state Racketeer Influenced and Corrupt Organization (RICO) Act. Sierra/Nevada filed an amended complaint on May 30, 2003, in which it asserted a fourth cause of action against AE and AE Supply for wrongful hiring and supervision. Sierra/Nevada seeks $180.0 million in compensatory damages plus attorneys fees. Under the RICO count, Sierra/Nevada seeks in excess of $850.0 million.

AE and AE Supply filed motions to dismiss the complaints on May 6, 2003, and June 23, 2003. Sierra/Nevada filed an opposition on July 21, 2003. AE and AE Supply filed a reply to Sierra/Nevada’s opposition on August 11, 2003. AE and AE Supply cannot predict the outcome of this matter.

Settlement of Litigation Related to Power Supply Contracts with the CDWR: In March and April 2001, AE Supply entered into a ten-year and a one-year power sales agreement, pursuant to a master power purchase and sale agreement (together, the CDWR contracts) with the CDWR, the electricity buyer for the State of California. The CDWR contracts constituted one of Allegheny’s key assets. In February 2002, the California Public Utilities Commission (California PUC) and the California Electricity Oversight Board (CAEOB) filed complaints with the FERC seeking to abrogate or modify the contracts. In January 2003, the CDWR filed a lawsuit in California Superior Court alleging that AE Supply breached the contracts and seeking a judicial determination that the contracts were terminated along with monetary damages.

On June 10, 2003, AE Supply and CDWR, along with other State entities, including the California PUC and CAEOB, entered into a settlement agreement with renegotiated terms and conditions of the CDWR contract. The settlement reduces the off-peak power prices payable by CDWR under the ten-year contract from $61 per MWh from 2004 to 2011 to $60 in 2004, $59 in 2005, and $58 in 2006 through 2011. The settlement terms also reduce the volume of power to be purchased from 1,000 MW from 2005-2011 to 750 MW in 2005 and 800 MW from 2006 through 2011. The renegotiated contract also states that the parties waive all rights to challenge the validity of the agreement or whether it is just and reasonable for its duration. These modifications reduced the value of the CDWR contract by approximately $152 million. The terms of the settlement also provide that the California PUC and CAEOB agree to drop their complaints against AE Supply at FERC, and CDWR and the California Attorney General agree to drop their lawsuit filed in California Superior Court. The parties agreed that all litigation will be withdrawn with prejudice.

The settlement agreement has been approved by the California PUC. The FERC issued an order approving the settlement on July 11, 2003. On August 15, 2003, the CDWR filed a notice of entry of dismissal with prejudice with the California Superior Court in Sacramento, and the clerk of the court entered the dismissal as requested. The sale to J. Aron & Company was approved by FERC on August 25, 2003. On September 15, 2003, Allegheny sold the CDWR contract and related hedge agreements to J. Aron, a subsidiary of The Goldman Sachs Group, Inc.

Putative Class Actions Under California Statutes: Nine related putative class action lawsuits against AE Supply and more than two dozen other named defendant power suppliers were filed in various California superior courts during 2002. These class-action suits were removed to federal court and transferred to the U.S. District Court for the Southern District of California. Eight of the suits were commenced by consumers of wholesale electricity in California. The ninth, “Millar v. Allegheny Energy Supply Co., et al.,” was filed on behalf of California taxpayers. The complaints allege, among other things, that AE Supply and the other defendant power suppliers violated California’s antitrust statute and the California unfair business practices statute by allegedly manipulating the California electricity market over a period of years. The suits also challenge the validity of various long-term power contracts with the State of California, including the CDWR contract.

On August 25, 2003, AE Supply’s motion to dismiss seven of the eight consumer class actions with prejudice was granted by the U.S. District Court. Plaintiffs’ counsel in these seven actions filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit on September 29, 2003. AE Supply has not been served in the eighth consumer class action, “Kurtz v. Duke Energy Trading and Marketing, LLC.” The allegations in this complaint are substantively identical to those in the dismissed actions. This case is still pending in the U.S. District Court.

The District Court separately granted plaintiffs’ motion to remand in the taxpayer action, Millar, on July 9, 2003. On December 18, 2003, plaintiffs filed a notice of remand and a first amended complaint naming certain additional defendants including Goldman Sachs, in Superior Court, County of San Francisco. The first amended complaint was brought on behalf of consumers of wholesale electricity, and not California taxpayers. AE Supply and the other defendants plan to file a demurrer.

AE Supply cannot predict the outcome of these matters.

In May of 2002, a California state legislator brought a claim on behalf of California taxpayers against AE Supply and 30 other power suppliers, as well as Vikram Budhraja, a contract negotiator for the CDWR. The suit, styled as “McClintock v. Budhraja, et al.” and brought in California Superior Court in Los Angeles County, alleged, among other things, that Budhraja had a conflict of interest during negotiations. AE Supply was never served in this action. Plaintiffs sought a judicial declaration that the energy contracts are void and unenforceable as a matter of law, as well as judicial intervention to prohibit further performance on the energy contracts by any defendant. On November 25, 2003, plaintiffs filed a request for dismissal with prejudice of the McClintock action in its entirety. The dismissal with prejudice was entered on December 2, 2003.

Putative Shareholder, Derivative, and Benefit Plan Class Actions: From October 2002 through December 2002, plaintiffs claiming to represent purchasers of AE’s securities filed 14 putative class-action lawsuits against AE and several of its former senior managers in U.S. District Courts for the Southern District of New York and the District of Maryland. The complaints allege that AE and senior management violated federal securities laws when AE purchased Merrill Lynch’s energy marketing and trading business with the knowledge that the business was built on illegal wash or round-trip trades with Enron, which the complaints allege artificially inflated trading revenue, volume and growth. The complaints assert that AE’s fortunes fell when Enron’s collapse exposed what plaintiffs claim were illegal trades in the energy markets. The complaints do not specify requested relief.

In February and March 2003, two putative class action lawsuits were filed against AE in U.S. District Courts for the Southern District of New York and the District of Maryland. The suits allege that AE and a senior manager violated the Employee Retirement Income Security Act of 1974 (ERISA) by: (1) failing to provide complete and accurate information to plan beneficiaries regarding the energy trading business, among other things; (2) failing to diversify plan assets; (3) failing to monitor investment alternatives; (4) failing to avoid conflicts of interest; and (5) violating fiduciary duties.

In June 2003, a shareholder derivative action was filed against AE’s Board of Directors and several former senior managers in the Supreme Court of the State of New York for the County of New York. The suit alleges that the Board and senior management breached fiduciary duties to AE that have exposed AE to the securities class-action lawsuits.

Both the securities cases and the ERISA cases have been transferred to the District of Maryland for coordinated or consolidated pre-trial proceedings. The derivative action has been stayed pending the commencement of discovery in the securities cases. AE has not yet answered the complaints. AE cannot predict the outcome of these matters.

Suits Related to Gleason Generating Facility: Allegheny Energy Supply Gleason Generating Facility, LLC, a subsidiary of AE Supply, is the defendant

in a suit brought in the Circuit Court for Weakley County, Tennessee, by residents living in the vicinity of the generating facility in Gleason, Tennessee. The original suit was filed on September 16, 2002. AE Supply purchased the peaking facility in 2001. The plaintiffs are asserting claims based on trespass and/or nuisance, claiming personal injury and property damage as a result of noise from the generating facility during operation. They seek a restraining order with respect to the operation of the plant and damages of $200 million. During a motions and preliminary matters hearing on October 14, 2003, the judge assigned this case to mediation. Furthermore, he ordered the mediation to conclude by July 1, 2004. AE has undertaken property purchases and other mitigation measures. AE cannot predict the outcome of this suit.

AE Supply has demanded indemnification from Siemens Westinghouse, the manufacturer of the turbines used in the facility, pursuant to the terms of the equipment purchase agreement. On October 17, 2002, Siemens Westinghouse filed a request for a declaratory judgment in the Court of Common Pleas of Allegheny County, Pennsylvania seeking a declaration that it has been released from all liability arising out of the turbines that it furnished to the Gleason Facility, pursuant to a release signed by the prior owner of the Gleason Facility, even though the release was executed by the prior owner six (6) months after it had sold the Gleason Facility to AE Supply. This case is currently in the discovery process. AE cannot predict the outcome of this suit or whether it will be able to recover amounts from Siemens Westinghouse.

Litigation Involving Merrill Lynch: AE and AE Supply entered into an asset purchase agreement with Merrill Lynch and affiliated parties in 2001, whereby AE and AE Supply purchased Merrill Lynch’s energy marketing and trading business for approximately $489 million and an equity interest in AE Supply of nearly two percent. The asset purchase agreement provides that Merrill Lynch would have the right to require AE to purchase Merrill Lynch’s equity interest in AE Supply for $115 million plus interest calculated from March 16, 2001, in the event that certain conditions were not met.

On September 24, 2002, certain Merrill Lynch entities filed a complaint against AE in the U.S. District Court for the Southern District of New York, alleging that AE breached the asset purchase agreement by failing to repurchase the equity interest in AE Supply from Merrill Lynch and seeking damages in excess of $125 million.

On September 25, 2002, AE and AE Supply commenced an action against Merrill Lynch in the Supreme Court of the State of New York for the County of New York. The complaint in that lawsuit alleges that Merrill Lynch fraudulently induced AE to enter into the purchase agreement and that Merrill Lynch breached certain representations and warranties contained in the purchase agreement. The lawsuit sought damages in excess of $605 million, among other relief.

On October 23, 2002, AE filed a motion to stay Merrill Lynch’s federal court action in favor of AE and AE Supply’s action in New York state court. On May 29, 2003, the United States District Court for the Southern District of New York denied AE’s motion to stay Merrill Lynch’s action and ordered that AE and AE Supply assert its claims against Merrill Lynch, which were initially brought in New York state court as counterclaims in Merrill Lynch’s federal court action. As a result, AE and AE Supply dismissed its New York state action and, on June 13, 2003, AE and AE Supply filed an answer, affirmative defense and counterclaims against Merrill Lynch in the United States District Court for the Southern District of New York. Much like AE and AE Supply’s complaint in New York state court, the counterclaims allege that Merrill Lynch fraudulently induced AE and AE Supply to enter into the purchase

agreement, that Merrill Lynch breached certain representations and warranties contained in the purchase agreement, and that Merrill Lynch breached fiduciary duties owed to AE and AE Supply. The counterclaims seek damages in excess of $605 million, among other relief.

On August 29, 2003, AE and AE Supply filed amended counterclaims that, among other things, added a claim against Merrill Lynch for negligent misrepresentation. Merrill Lynch moved to dismiss AE and AE Supply’s counterclaims and to strike the request for a jury trial concerning certain of the counterclaims. AE and AE Supply opposed Merrill Lynch’s motion. On November 24, 2003, the Court granted in part and denied in part Merrill’s motion. The Court denied the motion to dismiss AE and AE Supply’s counterclaims for fraudulent inducement, breach of contract, breach of fiduciary duty, and punitive damages. The Court dismissed AE and AE Supply’s counterclaim for rescission, which AE and AE Supply had agreed to dismiss, and struck their demand for a jury trial with respect to certain counterclaims. The counterclaim for negligent misrepresentation was not subject to Merrill’s motion and remains in place. On December 9, 2003, Merrill Lynch served an answer denying the material allegations of AE and AE Supply’s amended counterclaims and also asserted various affirmative defenses. By Amended Pretrial Scheduling Order entered October 31, 2003, the case was added to the July 2004 trial calendar. On January 23, 2004, the Court granted a motion filed under seal by the U.S. Attorney for the Southern District of New York to intervene and stay deposition discovery for approximately six months. Document discovery is continuing, and deposition discovery may proceed to the extent agreed by the U.S. Attorney. The case has been set for trial on October 10, 2004. AE and AE Supply cannot predict the outcome of this matter.

EPMI Adversary Proceeding: On May 9, 2003, Enron Power Marketing, Inc. (EPMI), a Chapter 11 debtor, commenced an adversary proceeding against AE Supply in its bankruptcy case that is pending in the U.S. Bankruptcy Court for the Southern District of New York. The complaint alleges that AE Supply owes EPMI (1) $27,646,725 for accounts receivable due and owing for energy delivered prior to the commencement of EPMI’s bankruptcy case, and (2) $8,250,000 in cash collateral previously posted by EPMI to AE Supply, less any amounts owed to AE Supply as a result of EPMI’s default under a master trading agreement entered into between the parties and certain transactions arising thereunder. By the complaint, EPMI also seeks certain declaratory relief, including a declaration that the arbitration provision found in the master trading agreement is unenforceable. On August 1, 2003, AE Supply filed an answer asserting affirmative defenses. Many similar cases have been filed by or against EPMI in its bankruptcy case. The bankruptcy court has determined that such cases should be resolved through mediation, if possible. Mediation of the subject complaint began on October 28, 2003, and the parties will continue the mediation process.

In the normal course of business, Allegheny becomes involved in various other legal proceedings. Allegheny does not believe that the ultimate outcome of these proceedings will have a material effect on its consolidated financial position, results of operations, and cash flows.

NOTE 13: SUBSEQUENT EVENTS

Effective December 31, 2002, AE sold Fellon-McCord, its natural gas and electricity consulting and management services firm, and Alliance Energy Services, LLC (Alliance Energy Services), a provider of natural gas supply and transportation services, to Constellation Energy Group for approximately $21.8 million. The sale of these entities resulted in a loss of $18.8 million, net of income taxes, which was recorded in December 2002.

In July 2003, Allegheny obtained $275 million in cash as the result of a private placement financing. See Item 8, Note 3, Debt Covenants and Liquidity Strategy, and Note 27, Subsequent Events, to the consolidated financial statements in Allegheny’s 2002 Annual Report on Form 10-K as well

as Item 8, Note T, Subsequent Events, in Allegheny’s 2001 Annual Report on Form 10-K for additional information. In accordance with SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” Allegheny will record the $300 million principal balance of the private placement as long-term debt on its consolidated balance sheet. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.

On September 24, 2003, Monongahela entered into an amended and restated agreement with respect to a $10.0 million unsecured credit facility. The original facility bore interest at a LIBOR-based rate plus four percent and matures in December 2003. Under the amended and restated agreement, the credit facility was increased to $55.0 million of which $53.6 million was drawn. The remainder of the facility is no longer available. The interest on this facility is dependent upon the type of advance and consists of a base rate plus an applicable margin or a LIBOR rate plus an applicable margin. As of December 31, 2003, the LIBOR-based rate was approximately 4.6 percent. The facility matures in September 2004.

On November 3, 2003, there was a fire in Unit No. 2 at Hatfield’s Ferry Power Station, located near Masontown, PA. Unit No. 2 is a 570 megawatt, coal-powered generating unit. As a result of the fire, significant damage was sustained to the generator and turbine and certain associated equipment. The unit is currently offline. Allegheny is assessing the steps needed to restore the unit to its previous nominal capacity and the timeframe in which restoration could be completed. AE Supply expects to recover lost revenues and property damages from its insurance or otherwise. Any inability to do so would have a material and adverse effect on Allegheny’s results of operations and financial position.

The SEC has recently requested that AE voluntarily produce certain documents in connection with an informal investigation of AE. Many of these documents were previously provided in response to subpoenas that AE received in 2002. AE intends to cooperate fully with the SEC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

This MD&A includes information relating to Allegheny, AE Supply, Monongahela, Potomac Edison, West Penn, and AGC. Where appropriate, information relating to a specific entity has been segregated and labeled as such. The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements included in this report, as well as the financial statements, notes and MD&A included in Allegheny’s, AE Supply’s, Monongahela’s, Potomac Edison’s, West Penn’s, and AGC’s 2001 Annual Report on Form 10-K and 2002 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These include statements with respect to: regulation and the status of retail generation service supply competition in states served by the Distribution Companies; the closing of various agreements; execution of restructuring activity and liquidity enhancement plans; results of litigation; financing requirements and plans to meet those requirements; demand for energy and the cost and availability of inputs; demand for

products and services; capacity purchase commitments; results of operations; capital expenditures; regulatory matters; internal controls and procedures and outstanding financial reporting obligations; and stockholder rights plans.

Forward-looking statements involve estimates, expectations, and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Actual results have varied materially and unpredictably from past expectations.

Factors that could cause actual results to differ materially include, among others, the following: execution of restructuring activity and liquidity enhancement plans; complications or other factors that render it difficult or impossible to obtain necessary lender consents or regulatory authorizations on a timely basis; general economic and business conditions; changes in access to capital markets; the continuing effects of global instability, terrorism, and war; changes in industry capacity, development, and other activities by Allegheny’s competitors; changes in the weather and other natural phenomena; changes in technology; changes in the price of power and fuel for electric generation; the results of regulatory proceedings, including those related to rates; changes in the underlying inputs, including market conditions, and assumptions used to estimate the fair values of commodity contracts; changes in laws and regulations applicable to Allegheny, its markets, or its activities; environmental regulations; the loss of any significant customers and suppliers; the effect of accounting policies issued periodically by accounting standard-setting bodies; additional collateral calls; and changes in business strategy, operations, or development plans.

A detailed discussion of certain factors affecting the risk profile of the registrants is provided under the caption Item 1, “Risk Factors,” in Allegheny’s 2002 Annual Report on Form 10-K.

LIQUIDITY STRATEGY

To meet cash needs for operating expenses, the payment of interest, retirement of debt, and acquisitions and construction programs, AE and its subsidiaries have used internally generated funds (net cash provided by operating activities less common and preferred dividends) and external financings, including the sale of common and preferred stock, debt instruments, installment loans, and lease arrangements. The timing and amount of external financings depend primarily upon economic and financial market conditions, Allegheny’s cash needs, and capital structure objectives of Allegheny. The availability and cost of external financings depend upon the financial condition of the companies seeking those funds and market conditions.

Debt Covenants

such defaults was approximately $3,397.8 million at September 30, 2002. See the discussion below concerning other defaults on additional long-term debt that also resulted in the classification of that debt as current.

The following is a summary of the terms of the Borrowing Facilities:

1.	Facilities at AE, Monongahela and West Penn:

•

A $25.0 million unsecured credit facility at AE. This facility had an interest rate of a designated money center bank’s base rate plus four percent and was retired in July 2003; and

•

A $10.0 million unsecured credit facility at Monongahela. This facility was subsequently renegotiated as part of a $55 million revolving facility, of which $53.6 million was drawn. See Note 13, Subsequent Events, above, for additional information.

2.	Facilities at AE Supply:

•

A $987.7 million credit facility (the Refinancing Credit Facility) at AE Supply, of which $893.4 million is secured by substantially all of the assets of AE Supply. Borrowings under the facility bear initial interest at a LIBOR-based rate plus a margin of six percent or a designated money center bank’s base rate plus a margin of five percent on the secured portion. The interest rate margin applicable to unsecured borrowings under the facility is 10.5 percent. This facility requires amortization payments of approximately $23.6 million in September 2004, and $117.8 million in December 2004, and matures in April 2005;

•

A $470.0 million credit facility, of which $420.0 million was drawn and $50.0 million is no longer committed. The facility is secured by substantially all of AE Supply’s assets. Borrowings under the facility bear interest at a LIBOR-based rate plus six percent or a designated money center bank’s base rate plus a margin of five percent. This facility requires an amortization payment of $250.0 million which was paid in December 2003 and payment of the balance of $170.0 million in September 2004; and

•

assets. Borrowings under the facility bear interest at a LIBOR-based rate plus a margin of six percent or a designated money center bank’s base rate plus a margin of five percent on the portion secured by substantially all of AE Supply’s assets. The interest rate margin applicable to the remainder of the borrowings under the facility is 10.5 percent. This facility requires amortization payments of $6.4 million in September 2004, $32.2 million in December 2004, and matures in April 2005.

Until August 1, 2003, after certain conditions associated with securing the collateral under the Borrowing Facilities were met on July 19, 2003, the LIBOR component charged AE Supply under the Borrowing Facilities with respect to secured borrowings had a two percent floor. Also, since AE Supply was unable to secure all of the Borrowing Facilities and the restructured A-Note debt before July 31, 2003, the interest rates charged on the amounts not so secured increased to a spread of 10.5 percent over the applicable LIBOR-based rate, which contains a two percent floor for unsecured borrowings, or the designated money center bank’s base rate for the Refinancing Credit Facility and the Springdale Credit Facility, and the interest rate increased to 13.0 percent for the unsecured portion of the $380.0 million A-Note debt retroactively to February 25, 2003, the closing date of the Borrowing Facilities. The total amounts unsecured under the Refinancing Credit Facility, the Springdale Credit Facility and the A-Note debt are approximately $94.3 million, $175.8 million, and $36.3 million, respectively.

Allegheny is required to meet certain financial tests, as defined in the Borrowing Facilities agreements, including:

•

fixed-charge coverage ratio of 1.10 through the first quarter of 2005; and

•

maximum debt-to-capital ratio of 75 percent in 2003 and 72 percent in 2004 and the first quarter of 2005.

AE Supply also is required to meet certain financial tests, as defined in the Borrowing Facilities agreements, including:

•

interest coverage ratio of not less than 0.75 through June 30, 2003, increasing to 1.10 by December 31, 2003, 1.50 by December 31, 2004, through the first quarter of 2005; and

•

minimum net worth of $800.0 million (subject to downward adjustment under specific circumstances).

The Borrowing Facilities also have provisions requiring prepayments out of the proceeds of asset sales and debt and equity issuances, as follows:

•

75 percent of the net proceeds of sales of assets of Allegheny (excluding AE Supply and its subsidiaries) up to $400.0 million, and 100 percent thereafter;

•

75 percent of the net proceeds of sales of assets of AE Supply and its subsidiaries up to $800.0 million, and 100 percent thereafter, excluding AE Supply’s new facility in Springdale, Pennsylvania;

•

100 percent of the net proceeds of any sale of AE Supply’s new facility in Springdale, Pennsylvania;

•

100 percent of net proceeds from equity issuances;

•

50 percent of Allegheny’s (excluding AE Supply and its subsidiaries) excess cash flow (as defined in the Borrowing Facilities); and

•

50 percent of AE Supply’s excess cash flow (as defined in the Borrowing Facilities).

West Penn, and AGC, the classification as current is the result of noncompliance with certain reporting requirements in their various indenture agreements. See Item 8, Note 3, Debt Covenants, to the consolidated financial statements in the 2002 Annual Report on Form 10-K for Monongahela, Potomac Edison, and West Penn, and Item 8, Note 2, Debt Covenants, to the consolidated financial statements in the 2002 Annual Report on Form 10-K for AGC for additional information regarding the nature of these financial reporting covenant violations.

Liquidity Strategy

Allegheny has prepared its financial statements assuming that it will continue as a going concern. However, Allegheny’s noncompliance with certain of its reporting obligations under its debt covenants (described above) and the resultant classification of certain debt as current has caused its independent auditors, PricewaterhouseCoopers LLP, to issue a modified opinion on its 2002 financials statements, contained within the 2002 Annual Report, that indicates there is substantial doubt about Allegheny’s ability to continue as a going concern (a “Going Concern” opinion). The financial statements do not include any adjustments that might result from the resolution of this uncertainty.

Allegheny is in the process of preparing its Quarterly Report on Form 10-Q for the period ended September 30, 2003 and will file such report as soon as it is available. Thereafter, Allegheny plans to file its subsequent public financial reports on a timely basis.

Allegheny has taken a number of recent actions to improve its financial condition. These steps include substantial senior management changes; completion of key financing transactions, including the refinancing of principal credit facilities (as discussed above); a private placement of securities; exiting from Western United States energy markets; refocusing trading activities; asset sales; restructuring and cost-reduction initiatives; and improving internal controls and reporting.

Private Placement: On July 24, 2003, Allegheny obtained $291 million ($275 million after deducting various fees and placement agents’ commissions) from the issuance to a wholly-owned special purpose finance subsidiary of AE, Allegheny Capital Trust I (Capital Trust), of units consisting of $300 million principal amount of 11⁷/8 percent Notes due 2008 and warrants for the purchase of up to 25 million shares of AE’s common stock, exercisable at $12 per share. The warrants are mandatorily exercisable if AE’s common stock price equals or exceeds $15 per share over a specified averaging period occurring after June 15, 2006. The warrants are stapled to the notes and may be exercised only through the tender of the notes. The finance subsidiary obtained proceeds required to purchase the units by issuing $300 million liquidation amount of its 11⁷/8 percent Mandatorily-Convertible Trust Preferred Securities to

investors in a private placement. The holder of a preferred security is entitled to distributions on a corresponding principal amount of notes and may direct the exercise of warrants stapled to the notes in order to convert the preferred securities into AE common stock. AE guarantees fully and unconditionally Capital Trust’s payment obligations under the preferred securities. Allegheny’s consolidated balance sheets will reflect the Notes as long-term debt. The Notes and AE’s guarantee of Capital Trust’s payment obligations are subordinated only to indebtedness arising under the agreements governing certain of AE’s indebtedness under the Borrowing Facilities.

Exiting from Western United States Energy Markets: Allegheny worked throughout 2003 to accomplish AE Supply’s effective exit from the Western United States energy markets. Its positions based in the Western United States had been a substantial source of earnings and cash flow volatility and risk, and trading in these markets does not fit with Allegheny’s new business model.

Renegotiation and Sale of CDWR Contract. In June 2003, AE Supply entered into a settlement agreement with the State of California to resolve the state’s litigation regarding its power supply contracts with the CDWR. The terms of the settlement reduced the volume of power to be delivered from 2005-2011 and reduced the sale price of off-peak power to be delivered from 2004-2011, which in turn substantially reduced the value of the contract. (See Item 8, Notes 26 and 23, Commitments and Contingencies, of AE’s and AE Supply’s 2002 Annual Report on Form 10-K, respectively, under “Other Litigation - Settlement of Litigation Related to Power Supply Contracts with the CDWR” and Item 8, Notes T and P, Subsequent Events for AE and AE Supply, respectively, in their 2001 Annual Report on Form 10-K for additional information). On September 15, 2003, Allegheny completed the sale of the CDWR contract and associated hedge transactions, to J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc., for approximately $354 million. Allegheny has applied $214 million of the sale proceeds to required payments under agreements entered into to terminate tolling agreements with Williams Energy Marketing and Trading Company (Williams) and Las Vegas Cogeneration II (LV Cogen), a unit of Black Hills Corporation, as described below. Allegheny will apply an additional $28 million of the proceeds to make required payments in March and September of 2004 under the agreement with Williams. Approximately $26 million is being held in a pledged account for the benefit of AE Supply’s creditors. This arrangement is intended to enhance AE Supply’s ability to refinance certain unsecured borrowings. Approximately $71 million of the sale proceeds were placed in escrow for the benefit of J. Aron & Company, pending Allegheny’s fulfillment of certain post-closing requirements. When the escrowed funds are released, approximately $50 million will be added to the pledged account and AE Supply will receive the balance. The remaining $15 million of sale proceeds have been used to partially offset certain of the hedges related to the CDWR contract and to pay fees and expenses associated with the transaction.

Refocusing Trading Activities: Adoption of Asset-Based Trading Strategy. AE Supply is reorienting its trading operations from high-volume financial trading in national markets to asset optimization and hedging within its region. AE Supply implemented this rebalancing by exiting the Western United States energy markets, together with unwinding substantial non-core trading positions which has enabled AE Supply to reduce long-term trading-related cash outflows and collateral obligations. In the future, AE Supply will seek to concentrate its efforts in the PJM, Midwest, and Mid-Atlantic markets where it has a physical presence and greater market knowledge. Ultimately, AE Supply intends to conduct asset optimization and hedging activities with the primary objective of locking in cash flows associated with AE Supply’s portfolio of core physical generating and load positions.

As part of refocusing its activities, AE Supply moved its energy marketing operations from New York to Monroeville, Pennsylvania in May, 2003. This transition resulted in ongoing cost savings and improved integration with AE Supply’s generation activity. The reduced staffing levels reflect the newly revised focus of the trading function. Management believes that both trading and marketing and generation operations can be enhanced by locating trading personnel closer to personnel managing AE Supply’s generating assets. Personnel involved in the separate functions can be cross-trained and will be better positioned to enhance the relationship between the two functions.

Asset Sales: In 2002, Allegheny announced that it was considering asset sales as part of an overall strategy to address its liquidity requirements. Allegheny has achieved the sale of its most significant assets with a nexus to the Western United States. Allegheny has also closed the sale of its interest in the Conemaugh Generating Station, as described below. Allegheny continues to consider the sale of additional assets, especially non-core assets, including Mountaineer.

Land Sales. Effective February 14, 2002, West Penn, through its subsidiary The West Virginia Power & Transmission Company, sold 12,000 acres of land in Canaan Valley, West Virginia, to the U.S. Fish & Wildlife Service for $16 million. Effective December 18, 2002, it also sold a 2,468 acre tract of land for $6.9 million and made a charitable contribution of a 740 acre tract in Canaan Valley, West Virginia, to Canaan Valley Institute.

Fellon-McCord and Alliance Energy Services, LLC. Effective December 31, 2002, AE sold Fellon-McCord, its natural gas and electricity consulting and management services firm, and Alliance Energy Services, LLC, (Alliance Energy Services) a provider of natural gas supply and transportation services, to Constellation Energy Group for approximately $21.8 million.

Restructuring and Cost-Reduction Initiatives: Allegheny has taken several actions to align its operations with its strategy and reduce its cost structure.

Improving Internal Controls and Reporting: Comprehensive Accounting Review. Commencing in the third quarter of 2002, Allegheny undertook a comprehensive and extended review of its financial information and internal controls and procedures. This review included extensive involvement by top management and directors, independent auditors and other outside professional services firms. Allegheny continues to address its controls environment and reporting procedures, as well as its SEC filing and other outstanding reporting obligations. See Part I, Item 4, “Controls and Procedures,” below for a detailed discussion.

Associated Risks: There are many attendant risks, both with Allegheny’s current liquidity situation and the measures that have been undertaken to remedy the situation in the short-term. These risks can be viewed as liquidity risks associated with the Borrowing Facilities, asset sales risks, and restructuring risks.

Liquidity Risks Associated with the Borrowing Facilities: These risks would include increased interest rate risk and additional borrowing costs. Also, required prepayments under the Borrowing Facilities will absorb a large portion of future estimated cash flows and will limit Allegheny’s ability to raise capital for purposes other than debt repayment.

Asset Sales Risks: If asset sales do occur, it is likely that they would not be at terms as favorable as the market conditions existing when the assets were originally acquired. This situation could expose Allegheny to a loss in value on those assets.

Restructuring Risks: In association with the workforce reductions, winding-down and relocation of the energy trading operations, and the cancellation of construction projects, Allegheny is faced with the risk of losing experienced personnel, diverting management resources away from continuing operations, and failing to realize anticipated cost reductions.

Other Matters Concerning Liquidity and Capital Requirements: Allegheny’s wholesale marketing, energy trading, fuel procurement, and risk management activities require direct and indirect credit support. The amount of credit support required is affected by market price changes for electricity, natural gas, and other energy-related commodities and Allegheny’s credit rating. Such credit support might be in the form of letters of credit, cash deposits, or liquid securities.

ALLEGHENY’S RESULTS OF OPERATIONS

All comparisons presented under Allegheny’s Results of Operations, as well as each of the other registrant’s Results of Operations, are comparisons of operating results and other statistical information for the three and nine months ended September 30, 2002 to operating results and other statistical information for the three and nine months ended September 30, 2001.

Earnings (Loss) Summary

	Consolidated (Loss) Income
	Three Months Ended September 30,					Nine Months Ended September 30,
*(In millions, except per share data)*	2002			2001		2002			2001
Delivery and Services	$	(23.2	)	$	41.3	$	41.9		$	137.6
Generation and Marketing		(240.6	)		124.4		(260.1	)		246.7
Eliminations		0.8			—		(2.2	)		—

Consolidated (loss) income before cumulative effect of accounting change		(263.0	)		165.7		(220.4	)		384.3
Cumulative effect of accounting change, net		—			—		(130.5	)		(31.1	)

Consolidated net (loss) income	$	(263.0	)	$	165.7	$	(350.9	)	$	353.2


	Basic (Loss) Income Per Share
	Three Months Ended September 30,					Nine Months Ended September 30,
	2002			2001		2002			2001
Delivery and Services	$	(0.19	)	$	0.33	$	0.33		$	1.16
Generation and Marketing		(1.91	)		1.00		(2.07	)		2.08
Eliminations		0.01			—		(0.02	)		—

Consolidated (loss) income before cumulative effect of accounting change		(2.09	)		1.33		(1.76	)		3.24
Cumulative effect of accounting change, net		—			—		(1.04	)		(0.26	)

Consolidated net (loss) income	$	(2.09	)	$	1.33	$	(2.80	)	$	2.98

	Diluted (Loss) Income Per Share
	Three Months Ended September 30,					Nine Months Ended September 30,
	2002			2001		2002			2001
Delivery and Services	$	(0.19	)	$	0.33	$	0.33		$	1.16
Generation and Marketing		(1.91	)		0.99		(2.07	)		2.07
Eliminations		0.01			—		(0.02	)		—

Consolidated (loss) income before cumulative effect of accounting change		(2.09	)		1.32		(1.76	)		3.23
Cumulative effect of accounting change, net		—			—		(1.04	)		(0.26	)

Consolidated net (loss) income	$	(2.09	)	$	1.32	$	(2.80	)	$	2.97

Allegheny’s consolidated income before cumulative effect of accounting change was $604.7 million lower in the nine months ended September 30, 2002 compared to the same period in 2001 and $428.7 million lower in the three months ended September 30, 2002 compared to the same period in 2001 primarily due to reduced earnings in the Generation and Marketing segment as a result of lower net revenues, reflecting changes in techniques and assumptions to determine the fair value of its commodity contracts and higher interest and operation expense during the three and nine months ended September 30, 2002.

For the nine months ended September 30, 2002, earnings were reduced by $130.5 million ($210.1 million before tax), reflecting the cumulative effect of the accounting change associated with the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets.” See Item 8, Note 7, Goodwill and Other Intangible Assets, to the consolidated financial statements in Allegheny’s 2002 Annual Report on Form 10-K for additional information.

AE Supply has certain option contracts that meet the derivative criteria in SFAS No. 133, which did not qualify for hedge accounting. Accordingly, AE Supply recorded a charge of $31.1 million against earnings net of the related tax effect ($52.3 million before tax) for these contracts as a change in accounting principle on January 1, 2001. See Item 8, Note 9, Derivative Instruments and Hedging Activities, to the consolidated financial statements in AE Supply’s 2002 Annual Report on Form 10-K for additional information.

Operating Revenues

Total operating revenues for the three and nine months ended September 30, 2002, and 2001, were as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
*(In millions)*	2002			2001		2002			2001
Delivery and Services:
Regulated electric	$	636.9		$	597.1	$	1,847.6		$	1,801.3
Regulated natural gas		17.3			19.3		146.0			166.6
Bulk power		22.3			33.7		51.6			80.4
Unregulated services		159.9			9.7		441.6			34.0
Other affiliated and non-affiliated energy services		21.4			18.2		75.1			62.8

Total Delivery and Services Revenues		857.8			678.0		2,561.9			2,145.1

Generation and Marketing:
Bulk power*		(318.9	)		255.6		(207.2	)		378.2
Retail, affiliated, and other		375.6			378.3		1,075.1			1,172.7

Total Generation and Marketing Revenues		56.7			633.9		867.9

ALLEGHENY ENERGY SUPPLY CO LLC 10-Q