<PAGE>
File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM U-1
__________________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
APPALACHIAN POWER COMPANY
40 Franklin Road, Roanoke, Virginia 24022
KANAWHA VALLEY POWER COMPANY
301 Virginia Street East, Charleston, West Virginia 25327
(Name of companies filing this statement and
addresses of principal executive offices)
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
* * *
G. P. Maloney, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
A. Joseph Dowd, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
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Item 1. Description of Proposed Transaction.
Appalachian Power Company ("APCo"), a public utility
subsidiary of American Electric Power Company, Inc. ("AEP"), and
Kanawha Valley Power Company ("KVPCo"), a public utility subsidiary
of APCo, request authorization to enter into a transaction which
involves the merger (the "Merger") of KVPCo into APCo. The Merger
will be governed by the Agreement and Plan of Merger, the proposed
form of which is attached hereto as Exhibit A (the "Merger
Agreement").
A. The Parties
APCo is organized under the laws of the Commonwealth of
Virginia. AEP owns all 13,499,500 outstanding shares of common
stock of APCo; unaffiliated persons own certain series of preferred
stock of APCo. APCo is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
838,000 customers in Virginia and West Virginia and in supplying
electric power at wholesale to other electric utility companies and
municipalities in those states and in Tennessee.
KVPCo is organized under the laws of the State of West
Virginia. APCo owns all 500 outstanding shares of common stock of
KVPCo; no other classes of stock are outstanding. KVPCo owns and
operates hydroelectric power facilities and sells the power
produced to APCo.
B. The Proposed Merger
The proposed Merger Agreement provides:
(1) At the Effective Time (as described below),
KVPCo will merge with and into APCo, the separate corporate
existence of KVPCo will cease, and APCo will be the continuing
and surviving corporation (the "Surviving Corporation") and
will continue to exist under the laws of the Commonwealth of
Virginia.
(2) At the Effective Time, each outstanding share
of capital stock of APCo will continue to be one outstanding
share of stock of the Surviving Corporation and will continue
to have the same rights, privileges and preferences as before
the Merger, each outstanding share of capital stock of KVPCo
will be cancelled and extinguished.
(3) By operation of law, at and after the Effective
Time, APCo as the Surviving Corporation will own all real
estate, and other property of KVPCo and will be subject to all
liabilities of KVPCo. See Virginia Stock Corporation Law
Section 13.1-721; West Virginia Corporation Act Section 31-1-37.
The Effective Time will be 11:59 p.m., Roanoke, Virginia time,
on the latter of (i) the last day of the month of the filing of the
Articles of Merger with the Virginia State Corporation Commission,
or (ii) the last day of the month of the filing of the Articles of
Merger with the West Virginia Secretary of State. It is expected
that the Effective Time would be at the end of a quarter. Prior to
effecting the Merger, the Merger Agreement must be adopted by the
Boards of Directors of KVPCo and APCo, but does not have to be
approved by the stockholders of APCo or KVPCo.
The consummation of the Merger is dependent upon, among other
things, receiving all necessary regulatory approvals, as well as
receiving certain rate approvals.
C. Accounting for Merger
As of the Effective Time, assets and liabilities transferred
to APCo in the Merger will be accounted for at historical cost in
a manner similar to that in pooling of interest accounting.
D. Purpose and Effect of Transactions
By eliminating the separate corporate structure of KVPCo, the
Merger will simplify the corporate structure of AEP's holding
company system. It will reduce by one the number of utility
companies in the AEP System operating in the State of West
Virginia.
In addition, the Merger will permit certain administrative
efficiencies, including:
- elimination of separate accounting for KVPCo.
- elimination of financial and other reports prepared for
KVPCo and filed with various regulatory, tax and other
governmental agencies.
- elimination of periodic FERC compliance audits and an
annual audit by KVPCo's independent public accountants.
- fewer rate proceedings because of the elimination of
separate rate proceedings for KVPCo.
Finally, the Merger will improve the efficiencies of the
regulatory bodies with jurisdiction over APCo and KVPCo. For
example, after the Merger, the Federal Energy Regulatory Commission
("FERC") will not have to review and act upon separate rate
proceedings for APCo and KVPCo.
As a result of these efficiencies, it is believed by APCo and
KVPCo that the Merger is in accordance with applicable standards of
the Public Utility Holding Company Act of 1935 and the rules and
regulations thereunder.
Item 2. Fees, Commissions and Expenses.
Estimates of fees, commissions and expenses paid or incurred,
or to be paid or incurred, directly or indirectly, in connection
with the proposed transaction by the applicant or declarant or any
associates thereof are as follows:
Commission Filing Fee $ 2,000
State Filing and Recordation Fees
and Expenses 1,000
Legal Fees of Counsel to APCo and KVPCo 2,000
Miscellaneous Fees 5,000
Total $10,000
No other fees, commissions or expenses, other than expenses
billed at cost by American Electric Power Service Corporation (not
to exceed $10,000), have been or are to be paid or incurred by
APCo, KVPCo or any associate company in connection with the
proposed Merger.
Item 3. Applicable Statutory Provisions.
APCo and KVPCo consider the following sections of the Public
Utility Holding Company Act of 1935, as amended, and the rules
thereunder applicable to the proposed Merger as set forth below:
Section and Rules
Transaction thereunder Applicable
(a) Transfer of assets and Section 12 and Rule 43
liabilities by KVPCo to
APCo by operation of merger:
(b) Acquisition of assets of KVPCo Sections 6, 7, 9, 10
by APCo and assumption of and 12
liabilities of KVPCo by APCo,
both by operation of merger:
Item 4. Regulatory Approval.
Certain of the proposed transactions will be expressly
authorized by the Public Service Commission of West Virginia
("PSCWV") and the Virginia State Corporation Commission ("VSCC").
Copies of the Petition to the PSCWV and the Application to the VSCC
are attached hereto as Exhibits D-1 and D-2, respectively, and
copies of the orders of said Commissions will be filed by amendment
hereto as Exhibits D-3 and D-4, respectively. In addition, the
FERC will authorize cancellation of certain rate tariffs and the
transfer of the hydro-electric licenses currently held by KVPCo.
No commission other than those named above and this Commission
has jurisdiction over the proposed transaction.
Item 5. Procedure.
It is requested, pursuant to Rule 23(c) of the Rules and
Regulations of the Commission, that the Commission's order granting
and permitting to become effective this Joint Application or
Declaration, be issued on or before November 30, 1994. KVPCo and
APCo waive any recommended decision by a hearing officer or by any
other responsible officer of the Commission and waive the 30-day
waiting period between the issuance of the Commission's order and
the date it is to become effective, since it is desired that the
Commission's order, when issued, become effective forthwith. KVPCo
and APCo consent to the Division of Investment Management assisting
in the preparation of the Commission's decision and/or order in
this matter, unless the Division opposes the matter covered by this
joint Application - Declaration.
Item 6. Exhibits and Financial Statements.
The following exhibits and financial statements are filed as
part of this statement:
(a) Exhibits:
Exhibit A Proposed Form of Agreement and Plan of
Merger
Exhibit B None
Exhibit C None
Exhibit D-1 Form of Petition to the PSCWV
Exhibit D-2 Form of Application to the VSCC
Exhibit D-3 Copy of Order of the PSCWV (to be filed by
amendment)
Exhibit D-4 Copy of Order of the VSCC (to be filed by
amendment)
Exhibit F Opinion of Counsel
Exhibit G Form of Notice
(b) Financial Statements:
Balance Sheets as of June 30, 1994 and Statements of
Income and Retained Earnings, for the 12 months then ended, per
books and pro forma, of APCo and KVPCo, together with journal
entries reflecting the proposed transaction. KVPCo's Statement of
Retained Earnings is not presented because KVPCo will not exist
after this transaction. It is not believed that financial
statements of AEP and its subsidiaries consolidated or APCo and its
subsidiaries consolidated are necessary since APCo is a wholly
owned subsidiary of AEP and KVPCo is a wholly-owned subsidiary of
APCo and all intercompany transactions and investments are
eliminated to prepare such financial statements.
Item 7. Information as to Environmental Effects.
It is believed that the granting and permitting to become
effective of this joint Application or Declaration will not
constitute a major Federal action significantly affecting the
quality of the human environment. No other Federal agency has
prepared or is preparing an environmental impact statement with
respect to the proposed transaction.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
APPALACHIAN POWER COMPANY
KANAWHA VALLEY POWER COMPANY
By: /s/ G. P. Maloney
G. P. Maloney, Vice President
Date: October 24, 1994
[94FN0014.APC]
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<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is entered into as of this
______ day of ______________, 1994, pursuant to the Virginia Stock
Corporation Act, between Appalachian Power Company, a Virginia
corporation ("APCo"), and Kanawha Valley Power Company, a West
Virginia corporation ("KVPCo"), and Witnesses That:
Recitals
1. APCo and KVPCo are corporations duly organized, validly
existing and in good standing under, respectively, the laws of the
Commonwealth of Virginia and the laws of the State of West
Virginia. APCo is a regulated public utility engaged in the
business of providing electric power and related services to its
customers. KVPCo owns and operates hydroelectric power facilities
and sells the power produced to APCo.
2. APCo and KVPCo are subsidiaries of American Electric
Power Company, Inc., a New York corporation ("AEP"), which is a
holding company registered under the Public Utility Holding Company
Act of 1935.
3. KVPCo currently has authorized 500 shares of common
stock, par value $1 per share, all of which are issued and
outstanding and are held by APCo. As a result, KVPCo is a wholly-
owned subsidiary of APCo.
4. The Boards of Directors of APCo and of KVPCo have each
determined that it would be appropriate and in the best interests
of both companies and of their shareholders to merge KVPCo with and
into APCo and have, by resolutions, duly approved and adopted this
Agreement and Plan of Merger. Approval of the stockholders of APCo
or KVPCo is not required. The sole stockholder of KVPCo has waived
notice of mailing of a copy of this Agreement and Plan of Merger.
5. The Securities and Exchange Commission has, pursuant to
and as required by the Public Utility Holding Company Act of 1935,
authorized the merger of KVPCo with and into APCo.
Agreement
Now, Therefore, in consideration of the premises and agree-
ments contained herein, the parties agree as follows:
ARTICLE I
Names of Corporations
The names of the constituent corporations to the merger are
"Appalachian Power Company" and "Kanawha Valley Power Company." In
accordance with the laws of the Commonwealth of Virginia and this
Agreement and Plan of Merger, KVPCo shall be merged with and into
APCo which shall be, and is herein referred to as, the "Surviving
Corporation."
ARTICLE II
Effective Time
As soon as practicable after the execution hereof, Articles of
Merger shall be filed, as required by the Virginia Stock
Corporation Act, in the Clerk's Office of the State Corporation
Commission of the Commonwealth of Virginia and Articles of Merger
shall be filed, as required by the West Virginia Corporation Act,
in the office of the Secretary of State of the State of West
Virginia. The merger shall become effective at 11:59 p.m.,
Roanoke, Virginia time, on the latter of (1) the last day of the
month that the Articles of Merger are filed in Virginia or (2) the
last day of the month that the Articles of Merger are filed in West
Virginia. Such date and time shall be the "Effective Time"
referred to in this Agreement and Plan of Merger.
ARTICLE III
Effect of Merger; Articles of Incorporation;
By-Laws; Directors and Officers on the Effective Date
3.1 At the Effective Time, KVPCo shall be merged with and
into APCo (the "Merger"), the separate corporate existence of KVPCo
shall cease, and APCo shall be the continuing and surviving
corporation in the Merger and shall continue to exist under the
laws of the Commonwealth of Virginia.
3.2 The Surviving Corporation shall have all the rights,
privileges, immunities and powers and shall be subject to all of
the duties and liabilities of a corporation organized under the
Virginia Stock Corporation Act. Title to all real estate and other
property owned by APCo and KVPCo shall be vested in the Surviving
Corporation without reversion or impairment. The Surviving
Corporation shall have all the liabilities of APCo and KVPCo. Any
proceeding pending against APCo or KVPCo at the Effective Time may
be continued as if the Merger did not occur or the Surviving Corpo-
ration may be substituted in such proceeding in the case of any
such proceeding against KVPCo.
3.3 The Restated Articles of Incorporation of APCo, as in
effect immediately prior to the Effective Time, shall be the
Restated Articles of Incorporation of the Surviving Corporation,
until they shall thereafter be duly altered or amended.
3.4 The By-Laws of APCo, as in effect immediately prior to
the Effective Time, shall be the By-Laws of the Surviving Corpo-
ration, until they shall thereafter be duly altered or amended.
3.5 The directors and officers of APCo immediately prior to
the Effective Time shall continue to be the directors and officers
of the Surviving Corporation until changed in accordance with law.
ARTICLE IV
Conversion of Shares
The manner of carrying into effect the Merger and the manner
and the basis of converting and cancelling the capital stock of the
constituent companies shall be as follows: At the Effective Time,
(1) each share of capital stock of APCo then issued and outstanding
shall, by virtue of the Merger and without any action by the holder
thereof, constitute one issued and outstanding share of stock of
the Surviving Corporation and shall include the same rights,
privileges and preferences as appertained to the capital stock of
APCo immediately prior to the Merger; and (2) each share of capital
stock of KVPCo then issued and outstanding shall, by virtue of the
Merger and without any action by the holder thereof, be cancelled
and extinguished.
ARTICLE V
Miscellaneous
5.1 The parties to this Agreement and Plan of Merger shall
pay the expenses incurred by each of them, respectively, in
connection with the transactions contemplated herein.
5.2 The title of this Agreement and Plan of Merger and the
headings herein set out are for the convenience of reference only
and shall not be deemed to be part of this Agreement and Plan of
Merger.
5.3 This Agreement and Plan of Merger and the legal relations
among the parties hereto shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, each of APCo and KVPCo have caused this
Agreement and Plan of Merger to be executed on its behalf and in
its corporate name as of the date first above written.
APPALACHIAN POWER COMPANY
Attest:__________________________ By:___________________________
KANAWHA VALLEY POWER COMPANY
Attest:__________________________ By:___________________________
[94FN0015.APC]
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<PAGE>
EXHIBIT D-1
10/24/94 Draft
PUBLIC SERVICE COMMISSION
OF WEST VIRGINIA
CHARLESTON
CASE NO. _____________________
APPALACHIAN POWER COMPANY,
a corporation.
Petition for all requisite authorizations in
connection with the proposed merger of
Kanawha Valley Power Company into
Appalachian Power Company and for
approval of tariff rate factors that transfer
recovery of the cost of power currently sold
to Appalachian by Kanawha Valley Power
Company from Appalachian's ENEC
rates to its base rates.
PETITION
Comes now, Appalachian Power Company (hereinafter called "Appalachian"),
Petitioner herein, and respectfully requests 1.) all requisite authorizations
from the Public Service Commission of West Virginia (hereinafter called
"Commission") in connection with the proposed merger of Kanawha Valley Power
Company (hereinafter called "Kanawha") into Appalachian (the "Merger") and
2.) approval of tariff rate factors that transfer recovery of the cost of
power currently sold to Appalachian by Kanawha from Appalachian's Expanded
Net Energy Cost (ENEC) rate components to its base rate components.
In support of this Petition, Appalachian hereby represents and shows as
follows:
1. Appalachian is a public service corporation organized
and doing business under the laws of the Commonwealth of Virginia, and
qualified to do business as a public utility in the State of West Virginia,
having its principal office at 40 Franklin Road, Roanoke, Virginia 24011.
Appalachian has the corporate power and authority to engage in, and is
engaged in, among other things, generating, purchasing, transmitting,
distributing and selling electric energy at retail within Virginia and
West Virginia.
2. Kanawha, a corporation organized and doing business under
the laws of the State of West Virginia, is a wholly-owned subsidiary of
Appalachian. Appalachian owns all 500 outstanding shares of common stock
of Kanawha; no other classes of stock are outstanding. Kanawha owns and
operates hydroelectric power facilities located within West Virginia and
sells all of the power it produces to Appalachian under rates set by the
Federal Energy Regulatory Commission ("FERC"). Kanawha is not a public
utility as that term is defined under West Virginia law.
3. The costs that Appalachian currently incurs to acquire
the electrical output of Kanawha's facilities is currently recovered
from Appalachian's customers, through its ENEC rates, as purchased power
costs. Appalachian's ENEC rates, as well as its base rates, are frozen
until November 1, 1996, pursuant to the Commission's October 28, 1993
Order in Case No. 93-0437-E-GI.
4. Under the terms and conditions outlined in this Petition,
it is proposed that Kanawha will merge with and into Appalachian. The
Merger will be governed by the Agreement and Plan of Merger, the proposed
form of which is attached hereto as Exhibit A (the "Merger Agreement").
5. The proposed Merger Agreement provides as follows:
a. Kanawha will merge with and into Appalachian, the
separate corporate existence of Kanawha will cease, and Appalachian
will be the continuing and surviving corporation (the "Surviving
Corporation") that will continue to exist under the laws of the
Commonwealth of Virginia.
b. Each outstanding share of capital stock of
Appalachian will continue to be one outstanding share of stock of
the Surviving Corporation and will continue to have the same rights,
privileges and preferences as before the Merger, while each
outstanding share of capital stock of Kanawha will be cancelled
and extinguished.
c. By operation of law, as the Surviving Corporation,
Appalachian will own all real estate, and other property of Kanawha
and will be subject to all liabilities of Kanawha. (See Virginia
Stock Corporation Act Section 13.1-721; West Virginia Corporation
Act Section 31-1-37).
6. Prior to effecting the Merger, the Merger Agreement must
be adopted by the Boards of Directors of Kanawha and Appalachian, but
does not have to be approved by the stockholders of Appalachian or Kanawha.
7. The consummation of the proposed Merger is dependent
upon, among other things, receiving all necessary regulatory approvals,
including approvals from the Commission, the Securities and Exchange
Commission ("SEC") and the Virginia State Corporation Commission
("Virginia SCC"), as well as approval of the rate treatment requested
herein and certain approvals from the FERC related to the proposed Merger.
Appalachian or Kanawha or both have sought or will seek the necessary
approvals from the SEC, the FERC and the Virginia SCC. Commission
authorization of the execution, implementation and/or performance of
the Merger Agreement, as may be required by Section 24-2-12 of the
West Virginia Code, is hereby requested.
8. Appalachian submits that the proposed Merger is in the
public interest. Kanawha's merger into Appalachian will lead to greater
efficiencies for the Surviving Corporation, including the following:
a. Elimination of separate accounting for Kanawha;
b. Elimination of financial and other reports prepared for
Kanawha and filed with various regulatory, tax and other governmental
agencies;
c. Elimination of periodic FERC compliance audits and
an annual audit by Kanawha's independent public accountants; and
d. Fewer rate proceedings because of the elimination of
separate FERC rate proceedings for Kanawha.
9. After satisfying the conditions described in Paragraph 7
above, Appalachian and Kanawha intend to consummate the proposed Merger
to become effective at 11:59 p.m., Roanoke, Virginia time, on the latter
of (i) the last day of the month of the filing of the Articles of Merger
with the Virginia SCC, or (ii) the last day of the month of the filing
of Articles of Merger with the West Virginia Secretary of State (the
"Effective Time"). It is expected that the Effective Time would be at
the end of a quarter and Appalachian represents that, if the proposed
Merger is consummated, it will notify the Commission of the Effective Time.
10. If the proposed Merger is consummated, the transfer of
assets and liabilities from Kanawha to Appalachian will be reflected in
the accounts of Appalachian as of the Effective Time. Attached hereto
as Exhibit B are the Balance Sheets as of June 30, 1994 and December 31,
1993, and Statements of Income and Retained Earnings for the twelve (12)
months then ended, per books and pro forma, of Appalachian, together with
proposed journal entries related to the proposed Merger. The same
information is presented for Kanawha, except that Kanawha's Statement of
Retained Earnings is not presented because Kanawha will not exist after
this transaction. These financial statements have been prepared using the
FERC Uniform System of Accounts. All assets transferred will be recorded
at their book value as of the Effective Time. Following the transfer of
assets, and until Appalachian's next depreciation study is submitted to
and approved by the Commission, Appalachian will record depreciation
expense on its newly acquired hydroelectric facilities using the
depreciation rates previously approved by the FERC for Kanawha.
11. Prior to the Effective Time, as a wholesale customer
of Kanawha, Appalachian will continue to make purchases from Kanawha,
the cost of which will continue to be recovered from Appalachian's West
Virginia retail customers, through the ENEC components of its Commission-
approved rates, as purchased power costs. Attached hereto as Exhibit C,
page 1, are tariff rate factors, which are proposed to be effective as of
and after the Effective Time. The purpose of the proposed tariff rate
factors is to transfer recovery of the cost of power currently sold to
Appalachian by Kanawha from Appalachian's ENEC rate components to its
base rate components. Once Appalachian has acquired Kanawha's assets,
it is appropriate that cost recovery related to those assets be reflected
directly in base rates rather than in Appalachian's ENEC. Information
supporting the proposed tariff rate factors is shown on pages 2
through 6 of Exhibit C. Approval of Appalachian's proposed tariff
rate factors will neither change the overall level of rates to be
charged to Appalachian's West Virginia customers nor affect Appalachian's
earned rate of return in West Virginia. The consummation of the proposed
Merger is dependent upon the Commission's approval of the tariff rate
factors shown on page 1 of Exhibit C and their transfer from ENEC
factors to base rates, and Appalachian hereby requests such approval.
12. Prior to the Effective Time, as a wholesale customer of
Kanawha, Appalachian will continue to make purchases from Kanawha pursuant
to FERC jurisdictional rates, which reflect Federal income tax normalization
for certain book-tax timing differences that are not subject to similar
Federal income tax normalization accounting in Appalachian's West Virginia
retail jurisdiction. As of June 30, 1994, the West Virginia retail
allocated share of the net accumulated deferred Federal income tax
credit balances that were associated with these timing differences was
approximately $37,000. Commencing with the Effective Time, and given
the small size of this balance, Appalachian requests Commission authority
to amortize this allocated amount over a five-year period. For those
book-tax timing differences and deferred investment tax credits that are
currently subject to similar tax normalization in West Virginia and at
FERC, Appalachian further requests authority to merge the West Virginia
retail allocated share of these balances on Kanawha's books, a net credit
of approximately $362,000, as of June 30, 1994, into Appalachian's
existing deferred Federal income tax and deferred investment tax credit
accounts as of the Effective Time.
13. The intent and purpose of this Petition is to obtain from
the Commission all requisite approvals with respect to the proposed Merger
of Kanawha into Appalachian and all related matters herein. The foregoing
paragraphs are intended to cover facts and circumstances related to this
request. If any further information is required by the Commission, such
information will be furnished promptly to the Commission, upon request,
within the limit of Appalachian's reasonable ability.
14. Because this Petition does not involve an increase in rates,
the time, expense and delay of a hearing is not necessary to protect the
public interest.
WHEREFORE, Appalachian respectfully requests that the Commission
enter an order giving its consent and approval to the proposed transaction,
to the extent necessary, and granting all requisite approvals under the
applicable laws of West Virginia, including the following:
A. Authorize, as of the Effective Time, the proposed Merger of
Kanawha into Appalachian under the terms and conditions set forth in
this Petition and the Merger Agreement attached as Exhibit A.
B. Authorize, as of the Effective Time, the pro forma journal
entries shown on Exhibit B to reflect the transfer of assets and
liabilities from Kanawha to Appalachian.
C. Approve, as of the Effective Time, the tariff rate factors shown
on page 1 of Exhibit C to transfer cost recovery of power currently sold
to Appalachian by Kanawha from Appalachian's ENEC rate components to its
base rate components.
D. Authorize, as of the Effective Time, the treatment of accumulated
deferred Federal income tax balances and deferred investment tax credits
requested in numbered paragraph twelve (12), supra.
E. Take such other actions relating to the proposed Merger as
this Commission shall reasonably and lawfully determine to be within
its statutory jurisdiction.
Respectfully submitted this _____ day of ______________, 1994.
Appalachian Power Company
By: _______________________<PAGE>
William C. Porth, Esq.
Robinson & McElwee
600 United Center
500 Virginia Street, East
Charleston, WV 25301
Ann B. Graf, Esq.
James R. Bacha, Esq.
American Electric Power
Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
Counsel for
Appalachian Power Company
</PAGE>
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EXHIBIT D-2
10/24/94 DRAFT
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
APPLICATION )
OF )
APPALACHIAN POWER COMPANY ) CASE NO. PUA
AND )
KANAWHA VALLEY POWER COMPANY )
)
APPLICATION UNDER CHAPTER 4 OF TITLE 56
OF THE CODE OF VIRGINIA
FOR AUTHORITY TO MERGE
A SUBSIDIARY INTO ITS PARENT
APPALACHIAN POWER COMPANY, a corporation duly organized and
existing under the laws of Virginia (hereinafter called "Appalachian")
and KANAWHA VALLEY POWER COMPANY, a corporation duly organized and existing
under the laws of West Virginia (hereinafter called "Kanawha") respectfully
show:
1. Appalachian is a public service company operating in Virginia
as a public utility and subject to regulation as to rates, service and
security issues by this Commission. The Company is also subject, in
certain respects, to the jurisdiction of the Federal Energy Regulatory
Commission ("FERC"). The financial condition of Appalachian is shown on
the financial statements of Appalachian which are on file with the
Commission.
2. Kanawha, a corporation organized and doing business under
the laws of the State of West Virginia, is a wholly-owned subsidiary
of Appalachian. Appalachian owns all 500 outstanding shares of common
stock of Kanawha; no other classes of stock are outstanding. Kanawha
owns and operates hydroelectric power facilities located within West
Virginia and sells all of the power it produces to Appalachian under
rates set by the FERC.
3. Under the terms and conditions outlined in this Application,
it is proposed that Kanawha will merge with and into Appalachian.
The Merger will be governed by the Agreement and Plan of Merger, the
proposed form of which is attached hereto as Exhibit A (the "Merger
Agreement").
4. The proposed Merger Agreement provides as follows:
a. Kanawha will merge with and into Appalachian,
the separate corporate existence of Kanawha will cease,
and Appalachian will be the continuing and surviving
corporation (the "Surviving Corporation") that will
continue to exist under the laws of the Commonwealth of
Virginia.
b. Each outstanding share of capital stock of
Appalachian will continue to be one outstanding share
of stock of the Surviving Corporation and will continue
to have the same rights, privileges and preferences as
before the Merger, while each outstanding share of capital
stock of Kanawha will be cancelled and extinguished.
c. By operation of law, as the Surviving Corporation,
Appalachian will own all real estate, and other property of
Kanawha and will be subject to all liabilities of Kanawha.
(See Virginia Stock Corporation Act Section 13.1-721; West
Virginia Corporation Act Section 31-1-37).
5. Prior to effecting the Merger, the Merger Agreement must be
adopted by the Boards of Directors of Kanawha and Appalachian, but does
not have to be approved by the stockholders of Appalachian or Kanawha.
6. The consummation of the proposed Merger is dependent upon,
among other things, receiving all necessary regulatory approvals,
including approvals from the Commission, the Securities and Exchange
Commission ("SEC") and the Public Service Commission of West Virginia
("PSCWV"), as well as certain approvals from the FERC related to the
proposed Merger. Appalachian or Kanawha or both have sought or will
seek the necessary approvals from the SEC, the FERC and the PSCWV.
Commission authorization of the execution, implementation and/or
performance of the Merger Agreement, as may be required by Title 56,
Chapter 4, of the Code of Virginia, is hereby requested.
7. Appalachian submits that the proposed Merger is in the
public interest. Kanawha's merger into Appalachian will lead to
greater efficiencies for the Surviving Corporation, including the
following:
a. Elimination of separate accounting for Kanawha;
b. Elimination of financial and other reports prepared
for Kanawha and filed with various regulatory, tax
and other governmental agencies;
c. Elimination of periodic FERC compliance audits and
an annual audit by Kanawha's independent public
accountants; and
d. Fewer rate proceedings because of the elimination of
separate FERC rate proceedings for Kanawha.
8. After satisfying the conditions described in Paragraph 6
above, Appalachian and Kanawha intend to consummate the proposed Merger
to become effective at 11:59 p.m., Roanoke, Virginia time, on the latter
of (i) the last day of the month of the filing of the Articles of Merger
with this Commission, or (ii) the last day of the month of the filing of
Articles of Merger with the West Virginia Secretary of State (the
"Effective Time"). It is expected that the Effective Time would be at
the end of a quarter and Appalachian represents that, if the proposed
Merger is consummated, it will notify the Commission of the Effective
Time.
9. If the proposed Merger is consummated, the transfer of assets
and liabilities from Kanawha to Appalachian will be reflected in the
accounts of Appalachian as of the Effective Time. Attached hereto as
Exhibit B are the Balance Sheets as of June 30, 1994 and December 31,
1993, and Statements of Income and Retained Earnings for the twelve (12)
months then ended, per books and pro forma, of Appalachian, together
with proposed journal entries related to the proposed Merger. The same
information is presented for Kanawha, except that Kanawha's Statement of
Retained Earnings is not presented because Kanawha will not exist after
this transaction. These financial statements have been prepared using
the FERC Uniform System of Accounts. All assets transferred will be
recorded at their book value as of the Effective Time. Following the
transfer of assets, and until Appalachian's next depreciation study is
submitted to and approved by the Commission, Appalachian will record
depreciation expense on its newly acquired hydroelectric facilities
using the depreciation rates previously approved by the FERC for Kanawha.
10. Prior to the Effective Time, as a wholesale customer of
Kanawha, Appalachian will continue to make purchases from Kanawha, the
cost of which is being recovered from Appalachian's Virginia retail
customers, through its base rates. If the proposed Merger is consummated,
there will be no change in the rates being charged to these customers.
11. Prior to the Effective Time, as a wholesale customer of
Kanawha, Appalachian will continue to make purchases from Kanawha
pursuant to FERC jurisdictional rates, which reflect Federal income
tax normalization for certain book-tax timing differences that are
not subject to similar Federal income tax normalization accounting
in Appalachian's Virginia retail jurisdiction. As of June 30, 1994,
the Virginia retail allocated share of the net accumulated deferred
Federal income tax credit balances that were associated with these
timing differences was approximately $15,000. Commencing with the
Effective Time, and given the small size of this balance, Appalachian
requests Commission authority to amortize this allocated amount over
a five-year period. For those book-tax timing differences and deferred
investment tax credits that are currently subject to similar tax
normalization in Virginia and at FERC, Appalachian further requests
authority to merge the Virginia retail allocated share of these balances
on Kanawha's books, a net credit of approximately $420,000, as of
June 30, 1994, into Appalachian's existing deferred Federal income
tax and deferred investment tax credit accounts as of the Effective Time.
12. The intent and purpose of this Application is to obtain from
the Commission all requisite approvals with respect to the proposed
Merger of Kanawha into Appalachian and all related matters herein.
The foregoing paragraphs are intended to cover facts and circumstances
related to this request. If any further information is required by
the Commission, such information will be furnished promptly to the
Commission, upon request, within the limit of Appalachian's reasonable
ability.
WHEREFORE, Appalachian and Kanawha, respectfully request that
the Commission enter an order giving its consent and approval to the
proposed transaction, to the extent necessary, and granting all requisite
approvals under the applicable laws of the Commonwealth of Virginia,
including the following:
A. Authorize, as of the Effective Time, the proposed Merger
of Kanawha into Appalachian under the terms and conditions set forth
in this Application and the Merger Agreement attached as Exhibit A.
B. Authorize, as of the Effective Time, the pro forma journal
entries shown on Exhibit B to reflect the transfer of assets and
liabilities from Kanawha to Appalachian.
C. Authorize, as of the Effective Time, the treatment of
accumulated deferred Federal income tax balances and deferred
investment tax credits requested in numbered paragraph eleven (11), supra.
D. Take such other actions relating to the proposed Merger as this
Commission shall reasonably and lawfully determine to be within its
statutory jurisdiction.
Respectfully submitted this _____ day of ______________, 1994.
Appalachian Power Company
By: _______________________
Vice President
Kanawha Valley Power Company
By: _______________________
Vice President
Of Counsel:
H. Allen Glover, Jr., Esq.
George J. A. Clemo, Esq.
Woods, Rogers & Hazlegrove
Dominion Tower, Suite 1400
10 South Jefferson Street
Roanoke, VA 24011
Ann B. Graf, Esq.
James R. Bacha, Esq.
American Electric Power
Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
<PAGE>
STATE OF OHIO )
)
COUNTY OF FRANKLIN )
Before me, the undersigned, a Notary Public in and for the
State and County aforesaid, this ____ day of _______________, 1994,
personally appeared G. P. Maloney, a Vice President of Appalachian
Power Company and Kanawha Valley Power Company, the applicants in the
foregoing Application, who being by me first duly sworn, did depose
and say: that the facts and allegations contained in the foregoing
Application are true except so far as they are therein stated to be upon
information and belief, and as to such facts and allegations he believes
them to be true.
Notary Public
</PAGE>
<PAGE>
EXHIBIT F
(614) 223-1649
October 21, 1994
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
Subject: American Electric Power Company, Inc.
Appalachian Power Company
Kanawha Valley Power Company
SEC File No. 70-
Ladies and Gentlemen:
In connection with the transaction proposed and described
in the Application-Declaration on Form U-1 filed with the
Securities and Exchange Commission by American Electric
Power Company, Inc. ("AEP"), Appalachian Power Company
("Appalachian") and Kanawha Valley Power Company
("Kanawha"), to which this opinion is an exhibit, I have
reviewed said Application or Declaration, the documents
referred to therein and such other materials as I have
deemed relevant to express this opinion. Based thereon, I
am of the opinion that if the proposed transaction is
consummated in accordance with the aforesaid Application or
Declaration as the same may be amended and when appropriate
action is taken by the Securities and Exchange Commission
with respect to the transaction described in said
Application or Declaration:
(a) All state laws applicable to the proposed
transaction will have been complied with;
(b) Appalachian and Kanawha are validly organized and
duly existing corporations and the obligations
assumed by Appalachian from Kanawha, as described
in the Application or Declaration, will be valid
and binding obligations of Appalachian;
(c) Appalachian will lawfully acquire the assets of
Kanawha described in the Application or
Declaration; and
(d) The consummation of the proposed transaction will
not violate the legal rights of the holders of
any securities issued by AEP, Appalachian,
Kanawha or any associate company thereof.
I consent to the use of this opinion as part of the above-
mentioned Application or Declaration.
Very truly yours,
/s/ Ann B. Graf
Ann B. Graf
Counsel for
American Electric Power Company, Inc.
Appalachian Power Company
Kanawha Valley Power Company
ABG:scc
[94FN0017.APC]
</PAGE>
<PAGE>
EXHIBIT G
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. _______ / _________________, 1994
:
In the Matter of :
APPALACHIAN POWER COMPANY :
KANAWHA VALLEY POWER COMPANY :
:
( ) :
:
NOTICE OF PROPOSED MERGER OF KANAWHA VALLEY POWER COMPANY INTO
APPALACHIAN POWER COMPANY
Appalachian Power Company ("APCo"), an electric utility subsidiary
of American Electric Power Company, Inc., a registered holding
company ("AEP") and Kanawha Valley Power Company ("KVPCo"), a
subsidiary of APCo, have filed an Application/Declaration pursuant
to Sections 6, 7, 9, 10 and 12 of the Act and Rule 43 thereunder.
APCo owns all of the outstanding shares of stock of KVPCo. KVPCo
owns and operates hydroelectric power facilities in West Virginia
and sells that power to APCo. The proposed Merger Agreement
provides (1) at the Effective Time, KVPCo will merge with and into
APCo, the separate corporate existence of KVPCo will cease, and
APCo will be the continuing and surviving corporation (the
"Surviving Corporation") and will continue to exist under the laws
of the Commonwealth of Virginia; (2) at the Effective Time, each
outstanding share of capital stock of APCo will continue to be one
outstanding share of stock of the Surviving Corporation and will
continue to have the same rights, privileges and preferences as
before the Merger, each outstanding share of capital stock of KVPCo
will be cancelled and extinguished; and (3) by operation of law, at
and after the Effective Time, APCo as the Surviving Corporation
will own all real estate, and other property of KVPCo.
The Effective Time will be 11:59 p.m., Roanoke, Virginia time, on
the latter of (i) the last day of the month of the filing of the
Articles of Merger with the Virginia State Corporation Commission,
or (ii) the last day of the month of the filing of the Certificate
of Merger with the West Virginia Secretary of State. It is
expected that the Effective Time would be at December 31, 1994.
By eliminating the separate corporate structure of KVPCo, the
Merger will simplify the corporate structure of AEP's holding
company system. It will reduce by one the number of utility
companies in the AEP System operating in the State of West
Virginia. In addition, the Merger will permit certain
administrative efficiencies. Finally, the Merger will improve the
efficiencies of the regulatory bodies with jurisdiction over APCo
and KVPCo.
The proposal and any amendments thereto are available for the
public inspection through the Commission's Office of Public
Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by November __, 1994,
to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the applicant at the address
specified above. Proof of service (by affidavit or, in case of an
attorney at law, by certificate) should be filed with the request.
Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any
notice or order issued in this matter. After said date, the
proposal, as filed or as amended, may be authorized.
For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.
Jonathan D. Katz
Secretary
[94FN0018.APC]
</PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 1
KANAWHA VALLEY POWER COMPANY
BALANCE SHEET
JUNE 30, 1994
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
ASSETS
ELECTRIC UTILITY PLANT:
Production . . . . . . . . . . . . . . . . . . $13,221 $(13,221) $ -
Transmission . . . . . . . . . . . . . . . . . 1,373 (1,373) -
General. . . . . . . . . . . . . . . . . . . . 9 (9) -
Construction Work in Progress. . . . . . . . . 2 (2) -
Total Electric Utility Plant . . . . . . . 14,605 (14,605) -
Accumulated Depreciation . . . . . . . . . . . 4,753 (4,753) -
NET ELECTRIC UTILITY PLANT . . . . . . . . 9,852 (9,852) -
CURRENT ASSETS:
Cash and Cash Equivalents. . . . . . . . . . . 117 (117) -
Accounts Receivable - Affiliated Companies . . 244 (244) -
Material and Supplies. . . . . . . . . . . . . 168 (168) -
Other. . . . . . . . . . . . . . . . . . . . . 21 (21) -
TOTAL CURRENT ASSETS . . . . . . . . . . . 550 (550) -
REGULATORY ASSETS:
Amounts Due From Customer For Future
Federal Income Taxes . . . . . . . . . . . . 538 (538) -
Other. . . . . . . . . . . . . . . . . . . . . 279 (279) -
TOTAL REGULATORY ASSETS. . . . . . . . . . 817 (817) -
TOTAL . . . . . . . . . . . . . . $11,219 $(11,219) $ -
The Pro Forma Adjustments are shown on Page 3 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 2
KANAWHA VALLEY POWER COMPANY
BALANCE SHEET
JUNE 30, 1994
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common Stock - Par Value $1:
Authorized and Outstanding - 500 Shares. . . $ 1 $ (1) $ -
Paid-in Capital. . . . . . . . . . . . . . . . 2,396 (2,396) -
Retained Earnings. . . . . . . . . . . . . . . 3,445 (3,445) -
TOTAL CAPITALIZATION. . . . . . . . . . . . 5,842 (5,842) -
OTHER NONCURRENT LIABILITIES . . . . . . . . . . 103 (103) -
CURRENT LIABILITIES:
Notes Payable. . . . . . . . . . . . . . . . . 3,100 (3,100) -
Account Payable:
General. . . . . . . . . . . . . . . . . . . 37 (37) -
Affiliated Companies . . . . . . . . . . . . 121 (121) -
Taxes Accrued. . . . . . . . . . . . . . . . . 179 (179) -
Accrued Rent . . . . . . . . . . . . . . . . . 245 (245) -
Other. . . . . . . . . . . . . . . . . . . . . 86 (86) -
TOTAL CURRENT LIABILITIES . . . . . . . . . 3,768 (3,768) -
DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . 1,488 (1,488) -
DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . 18 (18) -
TOTAL. . . . . . . . . . . . . . . . . $11,219 $(11,219) $ -
The Pro Forma Adjustments are shown on Page 3 of these Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 3
KANAWHA VALLEY POWER COMPANY
BALANCE SHEET
JUNE 30, 1994
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Electric Utility Plant -
Accumulated Depreciation. . . . . . . . . . . . . . . . . . . $4,753
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . 1
Paid-in Capital . . . . . . . . . . . . . . . . . . . . . . . . 2,396
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . 3,445
Other Noncurrent Liabilities. . . . . . . . . . . . . . . . . . 103
Notes Payable . . . . . . . . . . . . . . . . . . . . . . . . . 3,100
Accounts Payable - General. . . . . . . . . . . . . . . . . . . 37
Accounts Payable - Affiliated Companies . . . . . . . . . . . . 121
Taxes Accrued . . . . . . . . . . . . . . . . . . . . . . . . . 179
Accrued Rent. . . . . . . . . . . . . . . . . . . . . . . . . . 245
Other Current Liabilities . . . . . . . . . . . . . . . . . . . 86
Deferred Federal Income Taxes . . . . . . . . . . . . . . . . . 1,488
Deferred Investment Tax Credits . . . . . . . . . . . . . . . . 18
Electric Utility Plant - Production . . . . . . . . . . . . . $13,221
Electric Utility Plant - Transmission . . . . . . . . . . . . 1,373
Electric Utility Plant - General. . . . . . . . . . . . . . . 9
Electric Utility Plant - Construction Work in Progress. . . . 2
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . 117
Accounts Receivable - Affiliated Companies. . . . . . . . . . 244
Materials and Supplies. . . . . . . . . . . . . . . . . . . . 168
Other Current Assets. . . . . . . . . . . . . . . . . . . . . 21
Amounts Due From Customer For Future Federal Income Taxes . . 538
Other Regulatory Assets . . . . . . . . . . . . . . . . . . . 279
To record the dissolution of Kanawha Valley Power Company.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 3A
KANAWHA VALLEY POWER COMPANY
STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1994
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Operating Revenues. . . . . . . . . . . . . . . . . . . . . . . $3,917
Nonoperating Income . . . . . . . . . . . . . . . . . . . . . . 6
Operation . . . . . . . . . . . . . . . . . . . . . . . . . . $1,023
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . 519
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . 240
Taxes Other Than Federal Income Taxes . . . . . . . . . . . . 772
Federal Income Taxes. . . . . . . . . . . . . . . . . . . . . 439
Interest Charges. . . . . . . . . . . . . . . . . . . . . . . 135
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . 795
To record the dissolution of Kanawha Valley Power Company.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 4
KANAWHA VALLEY POWER COMPANY
STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1994
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
OPERATING REVENUES . . . . . . . . . . . . . . . $3,917 $(3,917) $ -
OPERATING EXPENSES:
Operation. . . . . . . . . . . . . . . . . . . 1,023 (1,023) -
Maintenance. . . . . . . . . . . . . . . . . . 519 (519) -
Depreciation . . . . . . . . . . . . . . . . . 240 (240) -
Taxes Other Than Federal Income Taxes. . . . . 772 (772) -
Federal Income Taxes . . . . . . . . . . . . . 439 (439) -
TOTAL OPERATING EXPENSES . . . . . . . 2,993 (2,993) -
OPERATING INCOME . . . . . . . . . . . . . . . . 924 (924) -
NONOPERATING INCOME. . . . . . . . . . . . . . . 6 (6) -
INCOME BEFORE INTEREST CHARGES . . . . . . . . . 930 (930) -
INTEREST CHARGES . . . . . . . . . . . . . . . . 135 (135) -
NET INCOME . . . . . . . . . . . . . . . . . . . $ 795 $ (795) $ -
The Pro Forma Adjustments are shown on Page 3A of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 5
APPALACHIAN POWER COMPANY
BALANCE SHEET
JUNE 30, 1994
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
ASSETS
ELECTRIC UTILITY PLANT:
Production . . . . . . . . . . . . . . . . . . . . $1,798,074 $13,221 $1,811,295
Transmission . . . . . . . . . . . . . . . . . . . 992,766 1,373 994,139
Distribution . . . . . . . . . . . . . . . . . . . 1,260,602 1,260,602
General. . . . . . . . . . . . . . . . . . . . . . 154,313 9 154,322
Construction Work in Progress. . . . . . . . . . . 69,309 2 69,311
Total Electric Utility Plant . . . . . . . . . 4,275,064 14,605 4,289,669
Accumulated Depreciation and Amortization. . . . . 1,587,351 4,753 1,592,104
NET ELECTRIC UTILITY PLANT . . . . . . . . . . 2,687,713 9,852 2,697,565
OTHER PROPERTY AND INVESTMENTS*. . . . . . . . . . . 58,466 (5,842) 52,624
CURRENT ASSETS:
Cash and Cash Equivalents. . . . . . . . . . . . . 2,498 117 2,615
Accounts Receivable (net). . . . . . . . . . . . . 135,230 (38) 135,192
Fuel . . . . . . . . . . . . . . . . . . . . . . . 56,397 56,397
Materials and Supplies . . . . . . . . . . . . . . 45,018 168 45,186
Accrued Utility Revenues . . . . . . . . . . . . . 43,895 43,895
Prepayments. . . . . . . . . . . . . . . . . . . . 14,563 21 14,584
TOTAL CURRENT ASSETS . . . . . . . . . . . . . 297,601 268 297,869
REGULATORY ASSETS:
Amounts Due From Customers For Future
Federal Income Taxes . . . . . . . . . . . . . . 311,793 538 312,331
Other. . . . . . . . . . . . . . . . . . . . . . . 143,565 279 143,844
TOTAL REGULATORY ASSETS. . . . . . . . . . . . 455,358 817 456,175
TOTAL . . . . . . . . . . . . . . . . $3,499,138 $ 5,095 $3,504,233
* Includes Investments in Subsidiaries of $29,077,000 Per Books
and $23,235,000 Pro Forma.
The Pro Forma Adjustments are shown on Page 7 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 6
APPALACHIAN POWER COMPANY
BALANCE SHEET
JUNE 30, 1994
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common Stock - No Par Value:
Authorized - 30,000,000 Shares
Outstanding - 13,499,500 Shares. . . . . . . . . $ 260,458 $ - $ 260,458
Paid-in Capital. . . . . . . . . . . . . . . . . . 494,408 - 494,408
Retained Earnings. . . . . . . . . . . . . . . . . 222,835 - 222,835
Total Common Shareowner's Equity . . . . . . . 977,701 - 977,701
Cumulative Preferred Stock:
Not Subject to Mandatory Redemption. . . . . . . 55,000 - 55,000
Subject to Mandatory Redemption. . . . . . . . . 190,450 - 190,450
Long-term Debt . . . . . . . . . . . . . . . . . . 1,158,048 - 1,158,048
TOTAL CAPITALIZATION . . . . . . . . . . . . . 2,381,199 - 2,381,199
OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . 58,246 103 58,349
CURRENT LIABILITIES:
Short-term Debt. . . . . . . . . . . . . . . . . . 112,050 3,100 115,150
Accounts Payable . . . . . . . . . . . . . . . . . 99,504 (124) 99,380
Taxes Accrued. . . . . . . . . . . . . . . . . . . 38,782 179 38,961
Customer Deposits. . . . . . . . . . . . . . . . . 13,761 - 13,761
Interest Accrued . . . . . . . . . . . . . . . . . 16,385 20 16,405
Revenue Refunds Accrued. . . . . . . . . . . . . . 15,846 - 15,846
Other. . . . . . . . . . . . . . . . . . . . . . . 62,492 311 62,803
TOTAL CURRENT LIABILITIES. . . . . . . . . . . 358,820 3,486 362,306
DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . . . 584,485 1,488 585,973
DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . 80,704 18 80,722
REGULATORY LIABILITIES AND DEFERRED CREDITS. . . . . 35,684 - 35,684
TOTAL . . . . . . . . . . . . . . . . $3,499,138 $5,095 $3,504,233
The Pro Forma Adjustments are shown on Page 7 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 7
APPALACHIAN POWER COMPANY
BALANCE SHEET
JUNE 30, 1994
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Electric Utility Plant - Production . . . . . . . . . . . . . . $13,221
Electric Utility Plant - Transmission . . . . . . . . . . . . . 1,373
Electric Utility Plant - General. . . . . . . . . . . . . . . . 9
Electric Utility Plant - Construction Work in Progress. . . . . 2
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . 117
Accounts Receivable (net) . . . . . . . . . . . . . . . . . . . 244
Material and Supplies . . . . . . . . . . . . . . . . . . . . . 168
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Amounts Due From Customers For Future Federal Income Taxes. . . 538
Other Regulatory Assets . . . . . . . . . . . . . . . . . . . . 279
Electric Utility Plant -
Accumulated Depreciation and Amortization. . . . . . . . . . $4,753
Other Property and Investments. . . . . . . . . . . . . . . . 5,842
Other Noncurrent Liabilities. . . . . . . . . . . . . . . . . 103
Short-term Debt . . . . . . . . . . . . . . . . . . . . . . . 3,100
Accounts Payable. . . . . . . . . . . . . . . . . . . . . . . 158
Taxes Accrued . . . . . . . . . . . . . . . . . . . . . . . . 179
Interest Accrued. . . . . . . . . . . . . . . . . . . . . . . 20
Other Current Liabilities . . . . . . . . . . . . . . . . . . 311
Deferred Federal Income Tax . . . . . . . . . . . . . . . . . 1,488
Deferred Investment Tax Credits . . . . . . . . . . . . . . . 18
To record the assets and liabilities of Kanawha
Valley Power Company at historic cost and to
eliminate Appalachian Power Company's investment
in Kanawha Valley Power Company to reflect the
changes in their legal organizations in a manner
similar to pooling-of-interests accounting.
2) Account Payable. . . . . . . . . . . . . . . . . . . . . . . . $282
Accounts Receivable (net). . . . . . . . . . . . . . . . . . $282
To eliminate intercompany payables and receivables as
a result of the change in legal organization.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 7A
APPALACHIAN POWER COMPANY
STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1994
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Other Operation . . . . . . . . . . . . . . . . . . . . . . . . $1,023
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . 519
Depreciation and Amortization . . . . . . . . . . . . . . . . . 240
Taxes Other Than Federal Income Taxes . . . . . . . . . . . . . 772
Federal Income Taxes. . . . . . . . . . . . . . . . . . . . . . 439
Interest Charges. . . . . . . . . . . . . . . . . . . . . . . . 135
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . 795
Operating Revenues. . . . . . . . . . . . . . . . . . . . . . $3,917
Nonoperating Income . . . . . . . . . . . . . . . . . . . . . 6
To record the income statement accounts for the twelve
months ended June 30, 1994 of Kanawha Valley Power Company
in Appalachian Power Company's income accounts at
June 30, 1994 reflecting the change in legal organization.
2) Operating Revenues. . . . . . . . . . . . . . . . . . . . . . . $3,917
Purchased Power . . . . . . . . . . . . . . . . . . . . . . . $3,917
To eliminate revenue arising from the purchase of
electricity from Kanawha Valley Power Company by
Appalachian Power Company as a result of the change
in legal organization.
3) Nonoperating Income . . . . . . . . . . . . . . . . . . . . . . $795
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . $795
To eliminate equity in earnings of Kanawha Valley Power Company
which was wholly owned by Appalachian Power Company prior to the
change in legal organization.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 8
APPALACHIAN POWER COMPANY
STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1994
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
OPERATING REVENUES . . . . . . . . . . . . . $1,593,408 $ - $1,593,408
OPERATING EXPENSES:
Fuel . . . . . . . . . . . . . . . . . . . 420,716 - 420,716
Purchased Power. . . . . . . . . . . . . . 322,534 (3,917) 318,617
Other Operation. . . . . . . . . . . . . . 186,836 1,023 187,859
Maintenance. . . . . . . . . . . . . . . . 132,438 519 132,957
Depreciation and Amortization. . . . . . . 125,158 240 125,398
Taxes Other Than Federal Income Taxes. . . 122,716 772 123,488
Federal Income Taxes . . . . . . . . . . . 58,609 439 59,048
TOTAL OPERATING EXPENSES. . . . . . 1,369,007 (924) 1,368,083
OPERATING INCOME . . . . . . . . . . . . . . 224,401 924 225,325
NONOPERATING LOSS. . . . . . . . . . . . . . (3,671) (789) (4,460)
INCOME BEFORE INTEREST CHARGES . . . . . . . 220,730 135 220,865
INTEREST CHARGES . . . . . . . . . . . . . . 99,040 135 99,175
NET INCOME . . . . . . . . . . . . . . . . . 121,690 - 121,690
PREFERRED STOCK DIVIDEND REQUIREMENTS. . . . 15,365 - 15,365
EARNINGS APPLICABLE TO COMMON STOCK. . . . . $ 106,325 $ - $ 106,325
The Pro Forma Adjustments are shown on Page 7A of these Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 9
APPALACHIAN POWER COMPANY
STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1994
(UNAUDITED)
<CAPTION>
(in thousands)
<S> <C>
BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . $227,989
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,690
DEDUCTIONS:
Cash Dividends Declared:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,308
Cumulative Preferred Stock . . . . . . . . . . . . . . . . . . . . 14,870
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 666
BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . $222,835
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> JUN-30-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 9,852
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 550
<TOTAL-DEFERRED-CHARGES> 817
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 11,219
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 2,396
<RETAINED-EARNINGS> 3,445
<TOTAL-COMMON-STOCKHOLDERS-EQ> 5,842
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 3,100
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,277
<TOT-CAPITALIZATION-AND-LIAB> 11,219
<GROSS-OPERATING-REVENUE> 3,917
<INCOME-TAX-EXPENSE> 548
<OTHER-OPERATING-EXPENSES> 2,445
<TOTAL-OPERATING-EXPENSES> 2,993
<OPERATING-INCOME-LOSS> 924
<OTHER-INCOME-NET> 6
<INCOME-BEFORE-INTEREST-EXPEN> 930
<TOTAL-INTEREST-EXPENSE> 135
<NET-INCOME> 795
0
<EARNINGS-AVAILABLE-FOR-COMM> 795
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 733
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> JUN-30-1994
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 0
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0
<TOT-CAPITALIZATION-AND-LIAB> 0
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> JUN-30-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,687,713
<OTHER-PROPERTY-AND-INVEST> 58,466
<TOTAL-CURRENT-ASSETS> 297,601
<TOTAL-DEFERRED-CHARGES> 455,358
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,499,138
<COMMON> 260,458
<CAPITAL-SURPLUS-PAID-IN> 494,408
<RETAINED-EARNINGS> 222,835
<TOTAL-COMMON-STOCKHOLDERS-EQ> 977,701
190,450
55,000
<LONG-TERM-DEBT-NET> 1,158,048
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 112,050
<LONG-TERM-DEBT-CURRENT-PORT> 17
85
<CAPITAL-LEASE-OBLIGATIONS> 29,533
<LEASES-CURRENT> 9,781
<OTHER-ITEMS-CAPITAL-AND-LIAB> 966,473
<TOT-CAPITALIZATION-AND-LIAB> 3,499,138
<GROSS-OPERATING-REVENUE> 1,593,408
<INCOME-TAX-EXPENSE> 67,600
<OTHER-OPERATING-EXPENSES> 1,301,407
<TOTAL-OPERATING-EXPENSES> 1,369,007
<OPERATING-INCOME-LOSS> 224,401
<OTHER-INCOME-NET> (3,671)
<INCOME-BEFORE-INTEREST-EXPEN> 220,730
<TOTAL-INTEREST-EXPENSE> 99,040
<NET-INCOME> 121,690
15,365
<EARNINGS-AVAILABLE-FOR-COMM> 106,325
<COMMON-STOCK-DIVIDENDS> 111,308
<TOTAL-INTEREST-ON-BONDS> 77,975
<CASH-FLOW-OPERATIONS> 319,319
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> JUN-30-1994
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 2,697,565
<OTHER-PROPERTY-AND-INVEST> 52,624
<TOTAL-CURRENT-ASSETS> 297,869
<TOTAL-DEFERRED-CHARGES> 456,175
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,504,233
<COMMON> 260,458
<CAPITAL-SURPLUS-PAID-IN> 494,408
<RETAINED-EARNINGS> 222,835
<TOTAL-COMMON-STOCKHOLDERS-EQ> 977,701
190,450
55,000
<LONG-TERM-DEBT-NET> 1,158,048
<SHORT-TERM-NOTES> 3,100
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 112,050
<LONG-TERM-DEBT-CURRENT-PORT> 17
85
<CAPITAL-LEASE-OBLIGATIONS> 29,533
<LEASES-CURRENT> 9,781
<OTHER-ITEMS-CAPITAL-AND-LIAB> 968,468
<TOT-CAPITALIZATION-AND-LIAB> 3,504,233
<GROSS-OPERATING-REVENUE> 1,593,408
<INCOME-TAX-EXPENSE> 68,148
<OTHER-OPERATING-EXPENSES> 1,299,935
<TOTAL-OPERATING-EXPENSES> 1,368,083
<OPERATING-INCOME-LOSS> 225,325
<OTHER-INCOME-NET> (4,460)
<INCOME-BEFORE-INTEREST-EXPEN> 220,865
<TOTAL-INTEREST-EXPENSE> 99,175
<NET-INCOME> 121,690
15,365
<EARNINGS-AVAILABLE-FOR-COMM> 106,325
<COMMON-STOCK-DIVIDENDS> 111,308
<TOTAL-INTEREST-ON-BONDS> 77,975
<CASH-FLOW-OPERATIONS> 319,319
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 1
KANAWHA VALLEY POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1993
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
ASSETS
ELECTRIC UTILITY PLANT:
Production . . . . . . . . . . . . . . . . . . $13,246 $(13,246) $ -
Transmission . . . . . . . . . . . . . . . . . 1,373 (1,373) -
General. . . . . . . . . . . . . . . . . . . . 9 (9) -
Construction Work in Progress. . . . . . . . . 4 (4) -
Total Electric Utility Plant . . . . . . . 14,632 (14,632) -
Accumulated Depreciation . . . . . . . . . . . 4,659 (4,659) -
NET ELECTRIC UTILITY PLANT . . . . . . . . 9,973 (9,973) -
CURRENT ASSETS:
Cash and Cash Equivalents. . . . . . . . . . . 128 (128) -
Accounts Receivable - Affiliated Companies . . 321 (321) -
Material and Supplies. . . . . . . . . . . . . 166 (166) -
Other. . . . . . . . . . . . . . . . . . . . . 28 (28) -
TOTAL CURRENT ASSETS . . . . . . . . . . . 643 (643) -
REGULATORY ASSETS:
Amounts Due From Customer For Future
Federal Income Taxes . . . . . . . . . . . . 560 (560) -
Other. . . . . . . . . . . . . . . . . . . . . 246 (246) -
TOTAL REGULATORY ASSETS. . . . . . . . . . 806 (806) -
TOTAL . . . . . . . . . . . . . . $11,422 $(11,422) $ -
The Pro Forma Adjustments are shown on Page 3 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 2
KANAWHA VALLEY POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1993
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common Stock - Par Value $1:
Authorized and Outstanding - 500 Shares. . . $ 1 $ (1) $ -
Paid-in Capital. . . . . . . . . . . . . . . . 2,396 (2,396) -
Retained Earnings. . . . . . . . . . . . . . . 3,063 (3,063) -
TOTAL CAPITALIZATION. . . . . . . . . . . . 5,460 (5,460) -
OTHER NONCURRENT LIABILITIES . . . . . . . . . . 15 (15) -
CURRENT LIABILITIES:
Notes Payable. . . . . . . . . . . . . . . . . 3,400 (3,400) -
Account Payable:
General. . . . . . . . . . . . . . . . . . . 125 (125) -
Affiliated Companies . . . . . . . . . . . . 44 (44) -
Taxes Accrued. . . . . . . . . . . . . . . . . 357 (357) -
Accrued Rent . . . . . . . . . . . . . . . . . 455 (455) -
Other. . . . . . . . . . . . . . . . . . . . . 90 (90) -
TOTAL CURRENT LIABILITIES . . . . . . . . . 4,471 (4,471) -
DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . 1,458 (1,458) -
DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . 18 (18) -
TOTAL. . . . . . . . . . . . . . . . . $11,422 $(11,422) $ -
The Pro Forma Adjustments are shown on Page 3 of these Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 3
KANAWHA VALLEY POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1993
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Electric Utility Plant -
Accumulated Depreciation. . . . . . . . . . . . . . . . . . . $4,659
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . 1
Paid-in Capital . . . . . . . . . . . . . . . . . . . . . . . . 2,396
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . 3,063
Other Noncurrent Liabilities. . . . . . . . . . . . . . . . . . 15
Notes Payable . . . . . . . . . . . . . . . . . . . . . . . . . 3,400
Accounts Payable - General. . . . . . . . . . . . . . . . . . . 125
Accounts Payable - Affiliated Companies . . . . . . . . . . . . 44
Taxes Accrued . . . . . . . . . . . . . . . . . . . . . . . . . 357
Accrued Rent. . . . . . . . . . . . . . . . . . . . . . . . . . 455
Other Current Liabilities . . . . . . . . . . . . . . . . . . . 90
Deferred Federal Income Taxes . . . . . . . . . . . . . . . . . 1,458
Deferred Investment Tax Credits . . . . . . . . . . . . . . . . 18
Electric Utility Plant - Production . . . . . . . . . . . . . $13,246
Electric Utility Plant - Transmission . . . . . . . . . . . . 1,373
Electric Utility Plant - General. . . . . . . . . . . . . . . 9
Electric Utility Plant - Construction Work in Progress. . . . 4
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . 128
Accounts Receivable - Affiliated Companies. . . . . . . . . . 321
Materials and Supplies. . . . . . . . . . . . . . . . . . . . 166
Other Current Assets. . . . . . . . . . . . . . . . . . . . . 28
Amounts Due From Customer For Future Federal Income Taxes . . 560
Other Regulatory Assets . . . . . . . . . . . . . . . . . . . 246
To record the dissolution of Kanawha Valley Power Company.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 3A
KANAWHA VALLEY POWER COMPANY
STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1993
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Operating Revenues. . . . . . . . . . . . . . . . . . . . . . . $4,078
Nonoperating Income . . . . . . . . . . . . . . . . . . . . . . 6
Operation . . . . . . . . . . . . . . . . . . . . . . . . . . $1,059
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . 489
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . 240
Taxes Other Than Federal Income Taxes . . . . . . . . . . . . 847
Federal Income Taxes. . . . . . . . . . . . . . . . . . . . . 477
Interest Charges. . . . . . . . . . . . . . . . . . . . . . . 134
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . 838
To record the dissolution of Kanawha Valley Power Company.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 4
KANAWHA VALLEY POWER COMPANY
STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1993
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
OPERATING REVENUES . . . . . . . . . . . . . . . $4,078 $(4,078) $ -
OPERATING EXPENSES:
Operation. . . . . . . . . . . . . . . . . . . 1,059 (1,059) -
Maintenance. . . . . . . . . . . . . . . . . . 489 (489) -
Depreciation . . . . . . . . . . . . . . . . . 240 (240) -
Taxes Other Than Federal Income Taxes. . . . . 847 (847) -
Federal Income Taxes . . . . . . . . . . . . . 477 (477) -
TOTAL OPERATING EXPENSES . . . . . . . 3,112 (3,112) -
OPERATING INCOME . . . . . . . . . . . . . . . . 966 (966) -
NONOPERATING INCOME. . . . . . . . . . . . . . . 6 (6) -
INCOME BEFORE INTEREST CHARGES . . . . . . . . . 972 (972) -
INTEREST CHARGES . . . . . . . . . . . . . . . . 134 (134) -
NET INCOME . . . . . . . . . . . . . . . . . . . $ 838 $ (838) $ -
The Pro Forma Adjustments are shown on Page 3A of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 5
APPALACHIAN POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1993
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
ASSETS
ELECTRIC UTILITY PLANT:
Production . . . . . . . . . . . . . . . . . . . . $1,767,759 $13,246 $1,781,005
Transmission . . . . . . . . . . . . . . . . . . . 985,775 1,373 987,148
Distribution . . . . . . . . . . . . . . . . . . . 1,225,436 1,225,436
General. . . . . . . . . . . . . . . . . . . . . . 140,932 9 140,941
Construction Work in Progress. . . . . . . . . . . 59,166 4 59,170
Total Electric Utility Plant . . . . . . . . . 4,179,068 14,632 4,193,700
Accumulated Depreciation and Amortization. . . . . 1,546,196 4,659 1,550,855
NET ELECTRIC UTILITY PLANT . . . . . . . . . . 2,632,872 9,973 2,642,845
OTHER PROPERTY AND INVESTMENTS*. . . . . . . . . . . 59,073 (5,460) 53,613
CURRENT ASSETS:
Cash and Cash Equivalents. . . . . . . . . . . . . 2,765 128 2,893
Accounts Receivable (net). . . . . . . . . . . . . 130,200 (39) 130,161
Fuel . . . . . . . . . . . . . . . . . . . . . . . 46,881 46,881
Materials and Supplies . . . . . . . . . . . . . . 43,184 166 43,350
Accrued Utility Revenues . . . . . . . . . . . . . 58,294 58,294
Prepayments. . . . . . . . . . . . . . . . . . . . 7,030 28 7,058
TOTAL CURRENT ASSETS . . . . . . . . . . . . . 288,354 283 288,637
REGULATORY ASSETS:
Amounts Due From Customers For Future
Federal Income Taxes . . . . . . . . . . . . . . 314,744 560 315,304
Other. . . . . . . . . . . . . . . . . . . . . . . 119,425 246 119,671
TOTAL REGULATORY ASSETS. . . . . . . . . . . . 434,169 806 434,975
TOTAL . . . . . . . . . . . . . . . . $3,414,468 $ 5,602 $3,420,070
* Includes Investments in Subsidiaries of $28,959,000 Per Books
and $23,499,000 Pro Forma.
The Pro Forma Adjustments are shown on Page 7 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 6
APPALACHIAN POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1993
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common Stock - No Par Value:
Authorized - 30,000,000 Shares
Outstanding - 13,499,500 Shares. . . . . . . . . $ 260,458 $ - $ 260,458
Paid-in Capital. . . . . . . . . . . . . . . . . . 494,834 - 494,834
Retained Earnings. . . . . . . . . . . . . . . . . 227,816 - 227,816
Total Common Shareowner's Equity . . . . . . . 983,108 - 983,108
Cumulative Preferred Stock:
Not Subject to Mandatory Redemption. . . . . . . 55,000 - 55,000
Subject to Mandatory Redemption. . . . . . . . . 160,450 - 160,450
Long-term Debt . . . . . . . . . . . . . . . . . . 1,215,124 - 1,215,124
TOTAL CAPITALIZATION . . . . . . . . . . . . . 2,413,682 - 2,413,682
OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . 54,229 15 54,244
CURRENT LIABILITIES:
Short-term Debt. . . . . . . . . . . . . . . . . . 36,100 3,400 39,500
Accounts Payable . . . . . . . . . . . . . . . . . 70,581 (191) 70,390
Taxes Accrued. . . . . . . . . . . . . . . . . . . 50,790 357 51,147
Customer Deposits. . . . . . . . . . . . . . . . . 13,670 - 13,670
Interest Accrued . . . . . . . . . . . . . . . . . 18,189 23 18,212
Other. . . . . . . . . . . . . . . . . . . . . . . 69,246 522 69,768
TOTAL CURRENT LIABILITIES. . . . . . . . . . . 258,576 4,111 262,687
DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . . . 573,375 1,458 574,833
DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . 82,968 18 82,986
REGULATORY LIABILITIES AND DEFERRED CREDITS. . . . . 31,638 - 31,638
TOTAL . . . . . . . . . . . . . . . . $3,414,468 $5,602 $3,420,070
The Pro Forma Adjustments are shown on Page 7 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 7
APPALACHIAN POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1993
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Electric Utility Plant - Production . . . . . . . . . . . . . . $13,246
Electric Utility Plant - Transmission . . . . . . . . . . . . . 1,373
Electric Utility Plant - General. . . . . . . . . . . . . . . . 9
Electric Utility Plant - Construction Work in Progress. . . . . 4
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . 128
Accounts Receivable (net) . . . . . . . . . . . . . . . . . . . 321
Material and Supplies . . . . . . . . . . . . . . . . . . . . . 166
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Amounts Due From Customers For Future Federal Income Taxes. . . 560
Other Regulatory Assets . . . . . . . . . . . . . . . . . . . . 246
Electric Utility Plant -
Accumulated Depreciation and Amortization. . . . . . . . . . $4,659
Other Property and Investments. . . . . . . . . . . . . . . . 5,460
Other Noncurrent Liabilities. . . . . . . . . . . . . . . . . 15
Short-term Debt . . . . . . . . . . . . . . . . . . . . . . . 3,400
Accounts Payable. . . . . . . . . . . . . . . . . . . . . . . 169
Taxes Accrued . . . . . . . . . . . . . . . . . . . . . . . . 357
Interest Accrued. . . . . . . . . . . . . . . . . . . . . . . 23
Other Current Liabilities . . . . . . . . . . . . . . . . . . 522
Deferred Federal Income Tax . . . . . . . . . . . . . . . . . 1,458
Deferred Investment Tax Credits . . . . . . . . . . . . . . . 18
To record the assets and liabilities of Kanawha
Valley Power Company at historic cost and to eliminate
Appalachian Power Company's investment in Kanawha
Valley Power Company to reflect the changes in their
legal organizations in a manner similar to
pooling-of-interests accounting.
2) Account Payable. . . . . . . . . . . . . . . . . . . . . . . . $360
Accounts Receivable (net). . . . . . . . . . . . . . . . . . $360
To eliminate intercompany payables and receivables as
a result of the change in legal organization.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 7A
APPALACHIAN POWER COMPANY
STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1993
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Other Operation . . . . . . . . . . . . . . . . . . . . . . . . $1,059
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . 489
Depreciation and Amortization . . . . . . . . . . . . . . . . . 240
Taxes Other Than Federal Income Taxes . . . . . . . . . . . . . 847
Federal Income Taxes. . . . . . . . . . . . . . . . . . . . . . 477
Interest Charges. . . . . . . . . . . . . . . . . . . . . . . . 134
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . 838
Operating Revenue . . . . . . . . . . . . . . . . . . . . . . $4,078
Nonoperating Income . . . . . . . . . . . . . . . . . . . . . 6
To record the income statement accounts for the twelve
months ended December 31, 1993 of Kanawha Valley Power Company
in Appalachian Power Company's income accounts at
December 31, 1993 reflecting the change in legal organization.
2) Operating Revenues. . . . . . . . . . . . . . . . . . . . . . . $4,078
Purchased Power . . . . . . . . . . . . . . . . . . . . . . . $4,078
To eliminate revenue arising from the purchase of
electricity from Kanawha Valley Power Company by
Appalachian Power Company as a result of the change
in legal organization.
3) Nonoperating Income . . . . . . . . . . . . . . . . . . . . . . $838
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . $838
To eliminate equity in earnings of Kanawha Valley Power Company
which was wholly owned by Appalachian Power Company prior to the
change in legal organization.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 8
APPALACHIAN POWER COMPANY
STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1993
(UNAUDITED)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
OPERATING REVENUES . . . . . . . . . . . . . $1,519,118 $ - $1,519,118
OPERATING EXPENSES:
Fuel . . . . . . . . . . . . . . . . . . . 382,633 - 382,633
Purchased Power. . . . . . . . . . . . . . 314,386 (4,078) 310,308
Other Operation. . . . . . . . . . . . . . 185,412 1,059 186,471
Maintenance. . . . . . . . . . . . . . . . 119,265 489 119,754
Depreciation and Amortization. . . . . . . 123,066 240 123,306
Taxes Other Than Federal Income Taxes. . . 111,892 847 112,739
Federal Income Taxes . . . . . . . . . . . 54,077 477 54,554
TOTAL OPERATING EXPENSES. . . . . . 1,290,731 (966) 1,289,765
OPERATING INCOME . . . . . . . . . . . . . . 228,387 966 229,353
NONOPERATING LOSS. . . . . . . . . . . . . . (2,535) (832) (3,367)
INCOME BEFORE INTEREST CHARGES . . . . . . . 225,852 134 225,986
INTEREST CHARGES . . . . . . . . . . . . . . 100,720 134 100,854
NET INCOME . . . . . . . . . . . . . . . . . 125,132 - 125,132
PREFERRED STOCK DIVIDEND REQUIREMENTS. . . . 16,540 - 16,540
EARNINGS APPLICABLE TO COMMON STOCK. . . . . $ 108,592 $ - $ 108,592
The Pro Forma Adjustments are shown on Page 7A of these Financial Statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
PAGE 9
APPALACHIAN POWER COMPANY
STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1993
(UNAUDITED)
<CAPTION>
(in thousands)
<S> <C>
BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . $229,920
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,132
DEDUCTIONS:
Cash Dividends Declared:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,696
Cumulative Preferred Stock . . . . . . . . . . . . . . . . . . . . 16,011
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 529
BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . $227,816
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> DEC-31-1993
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 9,973
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 643
<TOTAL-DEFERRED-CHARGES> 806
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 11,422
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 2,396
<RETAINED-EARNINGS> 3,063
<TOTAL-COMMON-STOCKHOLDERS-EQ> 5,460
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 3,400
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,562
<TOT-CAPITALIZATION-AND-LIAB> 11,422
<GROSS-OPERATING-REVENUE> 4,078
<INCOME-TAX-EXPENSE> 590
<OTHER-OPERATING-EXPENSES> 2,522
<TOTAL-OPERATING-EXPENSES> 3,112
<OPERATING-INCOME-LOSS> 966
<OTHER-INCOME-NET> 6
<INCOME-BEFORE-INTEREST-EXPEN> 972
<TOTAL-INTEREST-EXPENSE> 134
<NET-INCOME> 838
0
<EARNINGS-AVAILABLE-FOR-COMM> 838
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 1,049
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> DEC-31-1993
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 0
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0
<TOT-CAPITALIZATION-AND-LIAB> 0
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> DEC-31-1993
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,632,872
<OTHER-PROPERTY-AND-INVEST> 59,073
<TOTAL-CURRENT-ASSETS> 288,354
<TOTAL-DEFERRED-CHARGES> 434,169
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,414,468
<COMMON> 260,458
<CAPITAL-SURPLUS-PAID-IN> 494,834
<RETAINED-EARNINGS> 227,816
<TOTAL-COMMON-STOCKHOLDERS-EQ> 983,108
160,450
55,000
<LONG-TERM-DEBT-NET> 1,215,124
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 36,100
<LONG-TERM-DEBT-CURRENT-PORT> 44
87
<CAPITAL-LEASE-OBLIGATIONS> 24,288
<LEASES-CURRENT> 5,685
<OTHER-ITEMS-CAPITAL-AND-LIAB> 934,582
<TOT-CAPITALIZATION-AND-LIAB> 3,414,468
<GROSS-OPERATING-REVENUE> 1,519,118
<INCOME-TAX-EXPENSE> 62,851
<OTHER-OPERATING-EXPENSES> 1,227,880
<TOTAL-OPERATING-EXPENSES> 1,290,731
<OPERATING-INCOME-LOSS> 228,387
<OTHER-INCOME-NET> (2,535)
<INCOME-BEFORE-INTEREST-EXPEN> 225,852
<TOTAL-INTEREST-EXPENSE> 100,720
<NET-INCOME> 125,132
16,540
<EARNINGS-AVAILABLE-FOR-COMM> 108,592
<COMMON-STOCK-DIVIDENDS> 110,696
<TOTAL-INTEREST-ON-BONDS> 80,472
<CASH-FLOW-OPERATIONS> 324,085
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> DEC-31-1993
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 2,642,845
<OTHER-PROPERTY-AND-INVEST> 53,613
<TOTAL-CURRENT-ASSETS> 288,637
<TOTAL-DEFERRED-CHARGES> 434,975
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,420,070
<COMMON> 260,458
<CAPITAL-SURPLUS-PAID-IN> 494,834
<RETAINED-EARNINGS> 227,816
<TOTAL-COMMON-STOCKHOLDERS-EQ> 983,108
160,450
55,000
<LONG-TERM-DEBT-NET> 1,215,124
<SHORT-TERM-NOTES> 3,400
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 36,100
<LONG-TERM-DEBT-CURRENT-PORT> 44
87
<CAPITAL-LEASE-OBLIGATIONS> 24,288
<LEASES-CURRENT> 5,685
<OTHER-ITEMS-CAPITAL-AND-LIAB> 936,784
<TOT-CAPITALIZATION-AND-LIAB> 3,420,070
<GROSS-OPERATING-REVENUE> 1,519,118
<INCOME-TAX-EXPENSE> 63,441
<OTHER-OPERATING-EXPENSES> 1,226,324
<TOTAL-OPERATING-EXPENSES> 1,289,765
<OPERATING-INCOME-LOSS> 229,353
<OTHER-INCOME-NET> (3,367)
<INCOME-BEFORE-INTEREST-EXPEN> 225,986
<TOTAL-INTEREST-EXPENSE> 100,854
<NET-INCOME> 125,132
16,540
<EARNINGS-AVAILABLE-FOR-COMM> 108,592
<COMMON-STOCK-DIVIDENDS> 110,696
<TOTAL-INTEREST-ON-BONDS> 80,472
<CASH-FLOW-OPERATIONS> 324,085
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
