Form U-13-60
Mutual and Subsidiary Service Companies*
Revised February 7, 1980
ANNUAL REPORT
FOR THE PERIOD
Beginning January 1, 1999 and Ending December 31,
1999
TO THE
U.S. SECURITIES AND EXCHANGE
COMMISSION
OF
Allegheny Ventures, Inc.
A Nonutility Subsidiary*
Date of Incorporation: August 18, 1994.
If not incorporated, Date of Organization: not
applicable.
State or Sovereign Power under which Incorporated
or Organized: Delaware.
Location of Principal Executive Offices of
Reporting Company:
10435 Downsville Pike, Hagerstown, MD.
Name, title, and address of officer to whom
correspondence concerning this report should be
addressed:
Thomas J. Kloc, Controller
Allegheny Ventures, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766.
Name of Principal Holding Company Whose
Subsidiaries are served* by Reporting Company:
Allegheny Energy, Inc.
SEC 1926 (6-82)
*Note that this report is being used for a
nonutility subsidiary of such Holding Company.
<PAGE>
1
INSTRUCTIONS FOR USE OF FORM U-13-60
1. Time of filing. Rule 94 provides that on
or before the first day of May in each calendar
year, each mutual service company and each
subsidiary service company as to which the
Commission shall have made a favorable finding
pursuant to Rule 88, and every service company
whose application for approval or declaration
pursuant to Rule 88 is pending shall file with the
Commission an annual report on Form U-13-60 and in
accordance with the instructions for that form.
2. Number of copies. Each annual report
shall be filed in duplicate. The company should
prepare and retain at least one extra copy for
itself in case correspondence with reference to
the report becomes necessary.
3. Period covered by report. The first
report filed by any company shall cover the period
from the date the Uniform System of Accounts was
required to be made effective as to that company
under Rules 82 and 93, to the end of that calendar
year. Subsequent reports should cover a calendar
year.
4. Report format. Reports shall be
submitted on the forms prepared by the Commission.
If the space provided on any sheet of such form is
inadequate, additional sheets may be inserted of
the same size as a sheet of the form or folded to
such size.
5. Money amounts displayed. All money
amounts required to be shown in financial
statements may be expressed in whole dollars, in
thousands of dollars, or in hundred thousands of
dollars, as appropriate, and subject to provisions
of Regulation S-X '210.3-01(b).
6. Deficits displayed. Deficits and other
like entries shall be indicated by the use of
either brackets or a parenthesis with
corresponding reference in footnotes (Regulation
S-X, '210.3-01(c)).
7. Major amendments or corrections. Any
company desiring to amend or correct a major
omission or error in a report after is has been
filed with the Commission shall submit an amended
report including only those pages, schedules, and
entries that are to be amended or corrected. A
cover letter shall be submitted requesting the
Commission to incorporate the amended report
changes and shall be signed by a duly authorized
officer of the Company.
8. Definitions. Definitions contained in
Instruction 01-8 to the Uniform System of Accounts
for Mutual Service Companies and Subsidiary
Service Companies, Public Utility Holding Company
Act of 1935, as amended February 2, 1979, shall be
applicable to words or terms used specifically
within this Form U-13-60.
9. Organization Chart. The service company
shall submit with each annual report a copy of its
current organization chart.
10. Methods of Allocation. The service
company shall submit with each annual report a
listing of the currently effective methods of
allocation being used by the service company and
on file with the Securities and Exchange
Commission pursuant to the Public Utility Holding
Company Act of 1935.
11. Annual statement of compensation for use
of capital billed. The service company shall
submit with each annual report a copy of the
annual statement supplied to each associate
company in support of the amount of compensation
for use of capital billed during the calendar
year.
<PAGE>
2
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
Description of Schedule or Page
Schedules and Accounts: Account No.:
No.:
COMPARATIVE BALANCE SHEET Schedule I 4-5
Property Schedule II 6-7
Accumulated Provision for Depreciation
and Amortization of Property Schedule III 8
Investments Schedule IV 9
Accounts Receivable from Associate Companies Schedule V 10
Fuel Stock Expenses Undistributed Schedule VI 11
Stores Expenses Undistributed Schedule VII 12
Miscellaneous Current and Accrued Assets Schedule VIII 13
Miscellaneous Deferred Debits Schedule IX 14
Research, Development, or Demonstration
Expenditures Schedule X 15
Proprietary Capital Schedule XI 16
Long-term Debt Schedule XII 17
Current and Accrued Liabilities Schedule XIII 18
Notes to Financial Statements Schedule XIV 19
COMPARATIVE INCOME STATEMENT Schedule XV 20
Analysis of Billing, Associate Companies Account 457 21
Analysis of Billing, Nonassociate Companies Account 458 22
Analysis of Charges for Service,
Associate and Nonassociate Companies Schedule XVI 23
Schedule of Expense by Department or
Service Function Schedule XVII 24-25
Departmental Analysis of Salaries Account 920 26
Outside Services Employed Account 923 27
Employee Pensions and Benefits Account 926 28
General Advertising Expenses Account 930.1 29
Miscellaneous General Expenses Account 930.2 30
Rents Account 931 31
Taxes Other Than Income Taxes Account 408 32
Donations Account 426.1 33
Other Deductions Account 426.5 34
Notes to Statement of Income Schedule XVIII 35
<PAGE>
3
LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
Description of Page
Reports or Statements: No.:
Organizational Chart 36
Methods of Allocation 37
Annual Statement of Compensation for Use of
Capital Billed 38
<PAGE>
4
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE I - COMPARATIVE BALANCE SHEET
Give balance sheet of the Company as of December 31 of the current
and prior year.
<TABLE>
<CAPTION>
Account Assets and Other Debits Current Prior
Property
<S> <C> <C> <C>
101 Utility property (Schedule II) 0 0
107 Construction work in progress 0 0
(Schedule II)
121 Non Utility Property (Schedule II) 11,711,062 170,797,904
Total Property 11,711,062 170,797,904
108 Less Accumulated provision for
depreciation and amortization of
utility property (Schedule III) 0 0
122 Less Accumulated provision for
depreciation and amortization of
non-utility property (Schedule III) 630,641 11,321,960
Net Property 11,080,421 159,475,944
Investments
114 Investments in associate companies 1,181,121 0
123 Investments in associate companies
(Schedule IV) 15,251,801 9,360,538
124 Other investments (Schedule IV) 0 0
Total Investments 16,432,922 9,360,538
Current and Accrued Assets
131 Cash 3,533,773 9,106,045
134 Special deposits 0 0
135 Working funds 0 2,000
136 Temporary cash investments
(Schedule IV) 0 0
141 Notes receivable 0 0
142 Customer accounts receivable 3,935,643 12,309,022
143 Accounts receivable 2,468,632 2,146,757
144 Accumulated provision for
uncollectible accounts (2,093,696) (81,748)
146 Accounts receivable from associate
companies (Schedule V) 963,796 357,452
151 Fuel stock 0 2,560,368
152 Fuel stock expenses undistributed
(Schedule VI) 0 0
154 Material and supplies 419,663 2,316,277
163 Stores expense undistributed
(Schedule VII) 0 0
165 Prepayments 1,133,374 2,281,829
172 Rents 51,972 250,794
174 Miscellaneous current and accrued
assets (Schedule VIII) 0 940,000
Total Current and Accrued Assets 10,413,157 32,188,796
Deferred Debits
181 Unamortized debt expense 0 0
183 Preliminary Survey & Investigation
Charges 0 0
184 Clearing accounts 0 10
186 Miscellaneous deferred debits 3,046,504 12,392,446
(Schedule IX)
188 Research, development, or demonstration
expenditures (Schedule X) 0 0
190 Accumulated deferred income taxes 0 0
Total Deferred Debits 3,046,504 12,392,456
Total Assets and Other Debits 40,973,004 213,417,734
</TABLE>
<PAGE>
5
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE I - COMPARATIVE BALANCE SHEET, CONTINUED
<TABLE>
<CAPTION>
Account Liabilities and Proprietary Capital Current Prior
Proprietary Capital
<S> <C> <C> <C>
201 Common stock issued (Schedule XI) 1,000 1,000
211 Miscellaneous paid-in capital (Schedule XI) 77,346,841 57,823,244
215 Appropriated retained earnings (Schedule XI) 0 0
216 Unappropriated retained earnings
(Schedule XI) (38,230,232) (38,111,422)
Total Proprietary Capital 39,117,609 19,712,822
Long-term Debt
223 Advances from associate
companies (Schedule XII) 0 0
224 Other long-term debt (Schedule XII) 0 160,000,000
225 Unamortized premium on long-term debt 0 0
226 Unamortized discount on long-term
debt (debit) 0 0
Total Long-term Debt 0 160,000,000
Current and Accrued Liabilities
231 Notes payable 0 1,000,000
232 Accounts payable 147,057 10,685,257
233 Notes payable to associate
companies (Schedule XIII) 0 0
234 Accounts payable to associate
companies (Schedule XIII) 385,711 1,154,106
236 Taxes accrued 950,838 6,012,047
237 Interest accrued 0 1,702,933
238 Dividends declared 0 0
241 Tax collections payable 0 103,681
242 Miscellaneous current and accrued
liabilities (Schedule XIII) 0 990,783
Total Current and Accrued Liabilities 1,483,606 21,648,807
Deferred Credits
253 Other deferred credits 625 7,380,836
255 Accumulated deferred investment tax credits 0 0
283 Accumulated deferred income taxes 371,164 4,675,269
Total Deferred Debits 371,789 12,056,105
Total Liabilities and Proprietary Capital 40,973,004 213,417,734
</TABLE>
<PAGE>
6
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE II - PROPERTY
<TABLE>
<CAPTION>
Balance at Retiremts Other Balance at
Beginning or Changes Close
Account Description of Year Additions Sales (1) of Year
<S> <C> <C> <C> <C> <C> <C>
301 Organization 0 0
303 Miscellaneous
intangible plant 0 0
304 Land and land
rights 881,413 501,896 (881,413) 501,896
305 Structures and
improvements 14,172,497 (14,172,497) 0
306 Leasehold
improvements 175,461 0 (175,461) 0 0
307 Equipment (2) 154,151,271 348,513 (186,190) (153,862,992) 450,602
308 Office furniture
and equipment 222,449 5,383 (227,832) 0 0
309 Automobiles, other
vehicles and
related garage
equipment 0 0 0 0
310 Aircraft and
airport equipment 0 0
311 Other property (3 1,194,813 9,563,751 10,758,564
Subtotal 170,797,904 10,419,543 (589,483) (168,916,902) 11,711,062
107 Construction work
in progress (4) 0 0 0
Total 170,797,904 10,419,543 (589,483) (168,916,902) 11,711,062
</TABLE>
(1) Provide an explanation of those changes considered material:
In November 1999, Allegheny Energy, Inc. formed Allegheny Energy Supply
Company, LLC, a wholly owned nonutility generating subsidiary, to
consolidate its unregulated energy supply business. Allegheny Energy
Supply purchased from AYP Energy, Inc. its 276 MW
of merchant capacity at Fort Martin Unit No. 1.
<PAGE>
7
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE II - CONTINUED
(2) Subaccounts are required for each class of equipment owned. The
company shall provide a listing by subaccount of equipment additions
during the year and the balance at the close of the year:
<TABLE>
<CAPTION>
Balance
at Close
Subaccount Subaccount Description Additions of Year
<S> <C> <C> <C>
121 Non Utility Property 348,513 450,602
Additional subaccount detail not available.
Total 348,513 450,602
(3) Describe other property: Balance
at Close
Other property consists of: Additions of Year
121 Telecommunications Projects (ACC) 9,563,751 10,758,564
9,563,751 10,758,564
</TABLE>
(4) Describe construction work in progress:
Not applicable.
<PAGE>
8
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE III - ACCUMULATED PROVISION FOR
DEPRECIATION AND AMORTIZATION OF PROPERTY
<TABLE>
<CAPTION>
Balance at Additions Other Balance at
Beginning to Changes Close
Account Description of Year Acct 403 / 40Retirements (1) of Year
<S> <C> <C> <C> <C> <C> <C>
301 Organization
303 Miscellaneous
intangible plant
304 Land and land
rights
305 Structures and
improvements
306 Leasehold
improvements 79,804 14,192 (93,996) 0
307 Equipment 11,203,346 5,371,346 (268,838) (16,182,804) 123,050
308 Office furniture
and equipment 38,810 6,259 (45,069) 0
309 Automobiles, other
vehicles and
related garage
equipment 0
310 Aircraft and
airport equipment
311 Other property 494,915 12,676 507,591
Total 11,321,960 5,886,712 (268,838) (16,309,193) 630,641
</TABLE>
(1) Provide an explanation of those changes considered material:
In November 1999, Allegheny Energy, Inc. formed Allegheny Energy Supply
Co., LLC, a wholly owned nonutility generating subsidiary, to
consolidate its unregulated energy supply business. Allegheny Energy
Supply purchased from AYP Energy, Inc. its 276 MW of merchant capacity
at Fort Martin Unit No. 1.
<PAGE>
9
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE IV - INVESTMENTS
Instructions: Complete the following schedule concerning investments.
Under Account 124 "Other Investments", state each investment separately,
with description, including the name of issuing company, number of shares or
principal amount, etc. Under Account 136, "Temporary Cash Investments",
list each investment separately.
<TABLE>
<CAPTION>
Balance at Balance at
Beginning Close
Description of Year of Year
Account 123- Investment in Associate Companies
<S> <C> <C>
EnviroTech Investment Fund I, L.P., net 2,158,302 3,043,832
A 9.9% interest in a limited partnership to acquire
securities of companies with a primary emphasis on
investments in energy.
Latin American Energy and Electricity Fund I, L.P. 4,619,451 4,197,539
A 9.9% interest in a limited partnership to invest in
entities involved in new or existing electric power
projects in Latin America and the Caribbean.
APS Cogenex, L.L.C. 509,636 971,618
A 50% joint venture with EUA Cogenex Corporation
formed to engage in demand-side management business
activities.
FondElec General Partner, L.P.
A 4.975% interest in a limited partnership organized for
the purpose of acting as the general partner of the Latin
American Energy and Electricity Fund I, L.P. 23,149 21,581
Allegheny Hyperion Telecommunications, L.L.C.
A joint venture with Hyperion Telecommunications of
Pennsylvania, Inc., formed to construct and operate fiber 2,050,000 3,948,231
optic telecommunications facilities.
GENOSys Technology Management, Inc. 3,069,000
A network services company that provides
technology management solutions.
Account 124- Other Investments
Not applicable.
Account 136- Temporary Cash Investments
Not applicable.
Total 9,360,538 15,251,801
</TABLE>
<PAGE>
10
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
Instructions: Complete the following schedule listing accounts receivable
from each associate company. Where the company has provided
accommodation or convenience payments for associate companies, a separate
listing of total payments for each associate company by subaccount should be
provided.
Balance at Balance at
Beginning Close
Description of Year of Year
Account 146- Accounts Receivable from
Associate Companies
General Invoices between AE, Inc subsidiaries 357,452 963,796
Total 357,452 963,796
Analysis of Convenience or Accommodation Payments
Not applicable.
<PAGE>
11
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE VI - FUEL STOCK EXPENSES UNDISTRIBUTED
Instructions: Report the amount of labor and expenses incurred with
respect to fuel stock expenses during the year and indicate amount
attributable to each associate company. Under the section headed
"Summary" listed below give an overall report of the fuel functions
performed by the company.
Description Labor Expenses Total
Account 152- Fuel Stock Expenses Undistributed
Not applicable.
Account 151- Fuel Stock
Not applicable.
Total 0 0 0
<PAGE>
12
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED
Instructions: Report the amount of labor and expenses associated with
respect to stores expense during the year and indicate amount attributable to
each associate company.
Description Labor Expenses Total
Account 163- Stores Expense Undistributed
Not applicable.
Total 0 0 0
<PAGE>
13
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE VIII - MISCELLANEOUS CURRENT AND ACCRUED ASSETS
Instructions: Provide detail of items in this account. Items less than
$10,000 may be grouped, showing the number of items in each group.
Balance at Balance at
Beginning Close
Description of Year of Year
Account 174- Miscellaneous Current and
Accrued Assets
WVA Unexpensed Property Taxes 940,000 0
Total 940,000 0
<PAGE>
14
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS
Instructions: Provide detail of items in this account. Items less than
$10,000 may be grouped, showing the number of items in each group.
Balance at Balance at
Beginning Close
Description of Year of Year
Account 186- Miscellaneous Deferred Debits
Allegheny Hyperion Communications Capital 5,349,791 5,509,037
Lease Payments Receivable
Allegheny Hyperion Communications Capital (2,394,264) (2,465,533)
Lease Interest
Expenses associated with the purchase
of Fort Martin Unit #1 (9,848) 0
Expenses associated with the operation 157,594 0
of Fort Martin Unit #1
Point of Rocks Activities 0 3,000
Medium - Term Notes Deferred Issuance Costs 50,433 0
Deferred Termination Loss 4,938,837 0
Deferred Power Station Special Maint. Exp. 4,141,818 0
Expenses associated with the AE Solutions 28,973 0
Call Center at Fairmont
Magnesium Production Project 128,535 0
Other Miscellaneous Deferred Debits 576 0
Total 12,392,446 3,046,504
<PAGE>
15
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE X - RESEARCH, DEVELOPMENT, OR DEMONSTRATION EXPENDITURES
Instructions: Provide a description of each material research,
development or demonstration project which incurred costs by
the company during the year.
Description Amount
Account 188- Research, Development, or Demonstration
Expenditures
Not applicable.
Total 0
<PAGE>
16
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XI - PROPRIETARY CAPITAL
Number of Par / Stated Outstanding Shares
Shares Value At Close of Period
Account Class of Stock Authorized Per Share Number Amount
201 Common Stock Issued 1,000 $10 100 $1,000
Instructions: Classify amounts in each account with brief explanation,
disclosing the general nature of transactions which give rise to the
reported amounts.
Account Description Amount
211 Miscellaneous Paid-in Capital* 77,346,841
215 Appropriated Retained Earnings 0
Total 77,346,841
* Allegheny Ventures is funded in the form of capital contributions from
the holding company, Allegheny Energy, Inc.
Instructions: Give particulars concerning net income or (loss) during the
year, distinguishing between compensation for the use of capital owed or net
loss remaining from nonassociates per the General Instructions of
the Uniform System of Accounts. For dividends paid during the year in cash or
otherwise, provide rate percentage, amount of dividend, date declared and date
paid.
Balance at Net Balance at
Beginning Income Dividends Close
Account Description of Year (Loss) Paid of Year
216 Unappropriated Retained
Earnings (Deficit) (38,111,422) (118,810) 0 (38,230,232)
Total (38,111,422) (118,810) 0 (38,230,232)
Net Losses are a result of non-utility operations.
<PAGE>
17
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XII - LONG-TERM DEBT
Instructions: Advances from associate companies should be reported separately
for advances on notes, and advances on open account. Names of associate
companies from which advances were received shall be shown under the class and
series of obligation column. For Account 224, "Other Long-Term Debt",
provide the the name of the creditor company or organization, terms of the
obligation, date of maturity, interest rate, and the amount authorized and
outstanding.
<TABLE>
<CAPTION>
Terms, Date Balance at Balance at
Class, & of Interest Amount Beginning (1) Close
Name of Creditor Series Maturity Rate Authorized of Year Additions Deductions of Year
223 Advances from associate
companies:
None
224 Other long-term debt:
5-year debt provided by a
<S> <C> <C> <C> <C> <C> <C> <C>
syndicate of bank 2001 6.78 % * 160,000,000 160,000,000 16,000,000 0
Total 160,000,000 160,000,000 0 16,000,000 0
</TABLE>
* See Schedule XIV: Notes to Financial Statements on page 19.
(1) Give an explanation of deductions.:
In November 1999, Allegheny Energy, Inc. formed Allegheny Energy Supply
Company, LLC, a wholly owned nonutility generating subsidiary, to consolidate
its unregulated energy supply business. Allegheny Energy Supply purchased from
AYP Energy, Inc. its 276 MW of merchant capacity at Fort Martin Unit No. 1.
<PAGE>
18
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES
Instructions: Provide balance of notes and accounts payable to each
associate company. Give description and amount of miscellaneous
current and accrued liabilities. Items less then $10,000 may be
grouped, showing the number of items in each group.
Balance at Balance at
Beginning Close
Description of Year of Year
Account 233- Notes Payable to Associate Companies
Not applicable.
Total 0 0
Account 234- Accounts Payable to Associate Companies
Allegheny Power Service Corporation 896,796 366,662
West Penn Power Company 169,008 16,156
Potomac Edison 15,010 1,009
Monongahela Power Company 61,864 934
AYP Affiliates 0 0
Allegheny Energy, Inc. 11,428 464
AE Supply 0 487
Total 1,154,106 385,711
Account 242- Miscellaneous Current and Accrued Liabilities
Major Maintenance Accruals 57,500 0
Pension Accrual (7,317) 0
Payrolls Accrued (Account 232) - 0
Misc. Accrued Liabilities 940,600 0
Misc. Curr. and Accrued Liabilities 0 0
Total 990,783 0
<PAGE>
19
ANNUAL REPORT OF ALLEGHENY VENTURES, INC.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
Instructions: The space below is provided for important notes
regarding the financial statements or any account thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating
to financial statements shown elsewhere in this report may be
indicated by reference.
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company is a wholly-owned subsidiary of Allegheny Energy,
Inc. Allegheny Energy, Inc. is an electric utility holding
company that derives substantially all of its income from the
electric utility operations of its regulated subsidiaries
(Monongahela Power Company, The Potomac Edison Company, and
West Penn Power Company).
In 1996, Allegheny Ventures, Inc. (the Company) formed two
wholly-owned subsidiaries, AYP Energy, Inc. (AYP Energy), an
exempt wholesale generator and power marketer in the wholesale
electricity market, and Allegheny Communications Connect, Inc.
(ACC), an exempt telecommunications company. In 1997, a new
wholly-owned subsidiary, Allegheny Energy Solutions, Inc. was
formed to market electric energy to retail customers in
deregulated markets and other energy-related services.
With the conclusion of the retail access pilot programs in
connection with the Pennsylvania Customer Choice Act on
December 31, 1998, Allegheny Energy Solutions, Inc. ceased
operations at the beginning of the year.
In November 1999, Allegheny Energy Supply, LLC, a wholly owned
nonutility generating subsidiary of Allegheny Energy, Inc.,
purchased from AYP Energy, Inc. its 276 MW of merchant
capacity at Fort Martin Unit No. 1.
The Company has investments in two limited partnerships,
EnviroTech Investment Fund I,L.P., which invests in emerging
electrotechnologies that promote the efficient use of
electricity and improve the environment; and the Latin
American Energy and Electricity Fund I,L.P., which invests in
and develops electric opportunities in Latin America and the
Caribbean.
Significant accounting policies of the Company are summarized
below.
Consolidation
Allegheny Ventures, Inc. owns all of the outstanding common
stock of its subsidiaries, AYP Energy, ACC, and Allegheny
Energy Solutions. The consolidated financial statements shown
herein include all the accounts of the Company and its
subsidiary companies after elimination of intercompany
<PAGE>
transactions.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates that affect the reported amounts of assets,
liabilities, revenues, expenses, and disclosures of
contingencies during the reporting period, which in the normal
course of business are subsequently adjusted to actual
results.
Revenues
Revenues for the Company are recorded in the same period in
which the related electric services are provided to customers.
Revenues from other non-regulated activities are recorded in
the period earned.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost. Provisions
for depreciation are determined on a straight-line method
based on estimated service lives of depreciable properties.
The cost of maintenance and of certain replacements of
property, plant, and equipment is charged to operating
expenses. A reclassification was made in the 1997 period to
move $6.2 million related to a major outage from property,
plant, and equipment to deferred charges to be amortized to
maintenance expense over the six year period 1997-2002.
Property, plant, and equipment is being depreciated over 25
years.
Accounting for Investments
Investments in two limited partnerships are accounted for
under the equity method. That is, the initial investment is
recorded at cost, then the carrying amount is adjusted to
recognize the Company's share of post-acquisition earnings or
losses of the investee.
Income Taxes
The Company joins with its Parent and affiliates in filing a
consolidated federal income tax return. The consolidated tax
liability is allocated among the participants generally in
proportion to the taxable income of each participant, except
that no subsidiary pays tax in excess of its separate return
tax liability.
Financial accounting income before income taxes differs from
taxable income principally because certain income and
deductions for tax purposes are recorded in the financial
income statement in another period. Differences between
income tax expense computed on the basis of financial
accounting income and taxes payable based on taxable income
are deferred. Deferred tax assets and liabilities represent
the tax effect of temporary differences between the financial
statement and tax basis of assets and liabilities computed
utilizing the most current tax rates.
Allocated Charges
The Company has no employees. As a result of AYP Energy being
a 50% owner of Fort Martin Power Station Unit No. 1 in 1999,
it incurs expenses which include its proportionate share of
<PAGE>
all fuel, operation and maintenance costs, and salaries,
wages, and employee benefits. The Company also incurs
expenses which include its proportionate share of salaries,
wages, and employee benefits related to services provided by
Allegheny Energy Company, Inc. and its subsidiaries for the
Company's other subsidiaries. Employee benefits include the
expenses of a noncontributory defined benefit pension plan and
partially contributory medical and life insurance plans.
NOTE B: PROPOSED MERGER
On April 7, 1997, Allegheny Energy, Inc. and DQE, Inc. (DQE),
parent company of Duquesne Light Company in Pittsburgh,
Pennsylvania announced that they had agreed to merge in a tax-
free, stock-for-stock transaction.
At separate meetings held on August 7, 1997, the shareholders
of the Company and DQE approved the merger. The Company and
DQE made all necessary regulatory filings. Since then, the
Company and DQE received approval of the merger from the
Nuclear Regulatory Commission, the Pennsylvania Public Utility
Commission (PUC), and the Federal Energy Regulatory Commission
(FERC). The Pennsylvania PUC and the FERC approvals were
subject to conditions acceptable to Allegheny Energy. In
addition, while not required, the Maryland Public Service
Commission and the Public Utilities Commission of Ohio have
indicated their approval.
On October 5, 1998, DQE notified Allegheny Energy that it had
unilaterally decided to terminate the merger. In response,
the Company filed with the United States District Court for
the Western District of Pennsylvania on October 5, 1998, a
lawsuit for specific performance of the Merger Agreement or,
alternatively, damages. The District Court held a trial on
October 20 through 28, 1999, without a jury, on the issues of
whether DQE's termination of the Merger Agreement breached the
agreement and whether Allegheny Energy, Inc. is entitled to
specific performance. On December 3, 1999, the Court handed
down a decision which found that DQE did not breach the April
1997 Merger Agreement. The Court accordingly found in favor
of DQE and granted judgement in favor of DQE on all claims and
all requests for injunctive relief. On December 14, 1999,
Allegheny Energy appealed the District Court's judgement to
the United States Court of Appeals for the Third Circuit, and,
on December 16, 1999, Allegheny Energy, Inc. filed a Motion
for Expedited Treatment of the Appeal requesting that
briefings be completed by February 25, 2000, and that
arguments be scheduled promptly following the completion of
briefings. On December 29, 1999, the Third Circuit granted
the Motion for Expedited Treatment.
NOTE C: CAPITALIZATION
Long-Term Debt
In October 1996, AYP Energy borrowed $160 million for five
years from a syndicate of eight banks priced at a floating
<PAGE>
rate based on the 90-day London Interbank Offering Rate
(LIBOR) plus a spread. AYP Energy also entered into a
floating-to-fixed interest rate swap to hedge against
fluctuations in interest rates. The swap plus the spread on
the underlying financing fixed the interest rate to the
Company at 6.78%. In January 1998, the swap was refinanced in
exchange for the counterparty's right to exercise an option to
extend the swap until 2006. The new swap plus the spread on
the underlying financing lowered the interest rate to AYP
Energy to 6.18%.
NOTE D: COMMITMENTS AND CONTINGENCIES
Construction Program
The Company has entered into commitments for its construction
programs, for which expenditures are estimated to be $39.5
million for 2000 and $44.5 million for 2001.
Risk Management
AYP Energy supplies power in the bulk power market. During
1999, the marketing books of the Company consisted primarily
of fixed priced, forward-purchase and/or sale contracts which
require settlement by physical delivery of electricity. These
transactions result in market risk which occurs when the
market price of a particular obligation or entitlement varies
from the contract price. The Company's exposure to volatility
in the price of electricity and other energy commodities is
maintained within approved policy limits.
Environmental Matters and Litigation
System companies are subject to various laws, regulations, and
uncertainties as to environmental matters. Compliance may
require them to incur substantial additional costs to modify
or replace existing and proposed equipment and facilities, and
may affect adversely the cost of future operations.
<PAGE>
20
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XV - COMPARATIVE STATEMENT OF INCOME
Give income statement of the Company for the current and prior years
ending December 31.
<TABLE>
<CAPTION>
Account Description Current Prior
Income
<S> <C> <C> <C>
440-447 Sales 102,789,852 240,197,154
450-456 Other operating revenues 6,689,731 156,232
457 Services rendered to associate companies 0 0
458 Services rendered to nonassociate
companies 877,333 6,630,023
417-421 Miscellaneous income or loss 173,928 (716,461)
Total Income 110,530,844 246,266,948
Expense
Power Costs:
501 Fuel 20,376,508 21,136,727
555 Purchased Power 54,637,129 210,558,867
500-514 Other 4,440,523 6,826,387
903 Cashiering 77,948 432,196
904 Uncollectibles 2,071,804 124,663
908-910 Other Customer Service 82,808 372,023
912 Selling Activities Expense 211,659 1,778,045
913 Sales Advertising 72 107,992
920 Salaries and wages 1,588,070 2,134,747
921 Office supplies and expenses 2,745,424 985,527
922 Administrative expense transferred - credit 0 0
923 Outside services employed 2,626,913 6,445,634
924 Property insurance 104,384 109,313
925 Injuries and damages 23,986 11,897
926 Employee pensions and benefits 545,640 912,866
928 Regulatory commission expense 110,000 75,000
930.1 General advertising expense 1,490 0
930.2 Miscellaneous general expenses 235,724 88,826
931 Rents 333,623 632,096
935 Maintenance of structures and equipment 3,348 13,552
403 - 404 Depreciation and amortization expense 5,886,712 5,770,210
408 Taxes other than income taxes 5,061,917 6,881,568
409 Income taxes (3,510,067) (12,951,963)
410 Provision for deferred income taxes 3,946,710 2,418,734
411 Provision for deferred income taxes - credit 0 (838,672)
411.5 Investment tax credit 0 0
426.1 Donations 0 0
426 Other deductions 5,291 22,971
427 Interest on long-term debt 8,250,275 10,105,333
428 Amortization on Medium-term notes 16,317 17,800
430 Interest on debt to associate companies 0 0
431 Other interest expense 30,153 35,390
Total Expense 110,649,654 266,581,494
Net Income or (Loss) (118,810) (20,314,546)
</TABLE>
<PAGE>
21
Annual Report of Alegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
ANALYSIS OF BILLING
ASSOCIATE COMPANIES - ACCOUNT 457
Direct Indirect Comp. Total
Costs Costs for Use Amount
Name of Associate Company Charged Charged of Capital Billed
Not applicable.
Total 0 0 0 0
<PAGE>
22
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
ANALYSIS OF BILLING NONASSOCIATE COMPANIES
ACCOUNT 458
<TABLE>
<CAPTION>
Direct Indirect Comp. Excess Total
Cost Cost for Use Total or Amount
Name of Nonassociate Company Charged Charged of Capital Cost Deficiency Billed
(458.1) (458.2) (458.3) (458.4)
AYP Capital believes that this page is not applicable to nonutility companies
who are using the U-13-60 Form designed for and used by Service Companies.
Nonutility companies perform numerous billings to nonassociate companies, and
requiring them to provide a list of all of their customers and billings would
be unduly burdensome. In addition, the Company considers its customer data
to be proprietary information.
<S> <C> <C> <C> <C> <C> <C>
Total 0 0 0 0 0 0
</TABLE>
Instructions: Provide a brief description of the services rendered to each
nonassociate company.
<PAGE>
23
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XVI - ANALYSIS OF CHARGES FOR SERVICE
ASSOCIATE AND NONASSOCIATE COMPANIES
<TABLE>
<CAPTION>
Associate Co. Charges Nonassociate Co. Charges Total Charges for Service
Direct Indirect Direct Indirect Direct Indirect
Description of Items Cost Cost Total Cost Cost Total Cost Cost Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
920 Salaries and wages
921 Office supplies and expense
922 Admin expense transferred - cr
923 Outside services employed This type of breakdown is
924 Property insurance not available for
925 Injuries and damages competitive job billings.
926 Employee pensions and benefits
928 Regulatory commission expense
930.1General advertising expenses
930.2Miscellaneous general expenses
931 Rents
935 Maint of structures and equip
403 Depreciation and amortiz exp
408 Taxes other than income taxes
409 Income taxes
410 Prov for def income taxes
411 Prov for def income taxes - cr
411.5Investment tax credit
426.1Donations
426 Other deductions
427 Interest on long-term debt
431 Other interest expense
Total expenses 0 0 0 0 0 0 0 0 0
Comp for use of equity capital
430 Int on debt to assoc companies
Total cost of service 0 0 0 0 0 0 0 0 0
</TABLE>
Instructions: Total cost of service will equal for assocate and nonassociate
companies the total amount billed under their separate analysis of billing
schedules.
24
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XVII - EXPENSE DISTRIBUTION BY
DEPARTMENT OR SERVICE FUNCTION
<TABLE>
<CAPTION>
Department or Service Function
Total Over-
Description of Items Amnt head
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
920 Salaries and wages
921 Office supplies and expense
922 Admin expense transferred - credit
923 Outside services employed This type of breakdown is
924 Property insurance not applicable.
925 Injuries and damages
926 Employee pensions and benefits
928 Regulatory commission expense
930.1General advertising expenses
930.2Miscellaneous general expenses
931 Rents
935 Maint of structures and equipment
403 Depreciation and amortization expense
408 Taxes other than income taxes
409 Income taxes
410 Prov for def income taxes
411 Prov for def income taxes - credit
411.5Investment tax credit
426.1Donations
426 Other deductions
427 Interest on long-term debt
430 Interest on debt to associate companies
431 Other interest expense
Total expenses 0 0 0 0 0 0 0 0 0
</TABLE>
Instructions: Indicate each department or service function. (See Instruction
01-3, General Structure of Accounting System: Uniform System of Accounts.)
<PAGE>
25
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XVII - EXPENSE DISTRIBUTION BY
DEPARTMENT OR SERVICE FUNCTION, CONTINUED
Department or Service Function
Account
Number
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
920
921
922
923 This type of breakdown is
924 not applicable.
925
926
928
930.1
930.2
931
932
403
408
409
410
411
411.5
426.1
426.5
427
430
431
0 0 0 0 0 0 0 0 0 0 0 0
</TABLE>
<PAGE>
26
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920
<TABLE>
<CAPTION>
Departmental Salary Expense
Name of Department Included in Amounts Billed to Personnel
Indicate each department Total Parent Other Non- at Close
service function. Amount Company Associates Associates of Year
Not applicable.
<S> <C> <C> <C> <C> <C>
Total 0 0 0 0 0
</TABLE>
<PAGE>
27
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
OUTSIDE SERVICES EMPLOYED
ACCOUNT 923
Instructions: Provide a breakdown by subaccount of outside services
employed. If the aggregate amounts paid to any one payee and included
within one subaccount is less than $25,000, only the aggregate number and
amount of all such payments included within the subaccount need be shown.
Provide a subtotal for each type of service.
<TABLE>
<CAPTION>
From Whom Purchased Address Relationship* Amount
Administrative and Engineering:
<S> <C> <C> <C>
Allegheny Power Service Corp. Greensburg, PA A 470,340
Generation, Transmission & Distribution Services:
Global & National Dallas, TX NA 25,188
PJM Interconnection LLC Norristown, PA NA 30,000
Allegheny Marketing Group Pittsburgh, PA NA 40,000
Potomac, Inc. Bethesda, MD NA 40,244
Black & Veatch Kansas City, MO NA 60,000
Hadco Atlanta, GA NA 68,228
Graybar Electric Pittsburgh, PA NA 68,829
Cooper Power Systems Pittsburgh, PA NA 74,183
Keller & Heckman LLP Washington,DC NA 89,098
Salomon Smith Barney, Inc. New York, NY NA 100,000
Powercon Corp. Baltimore, MD NA 119,022
Kronenwetter Electric, Inc. St. Marys, PA NA 123,435
Beckwith Machine Pittsburgh, PA NA 197,419
The Boston Consulting Group, Inc. Chicago, IL NA 801,937
Other 318,990
Grand Total 2,626,913
</TABLE>
*A = associate, NA = nonassociate
<PAGE>
28
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
EMPLOYEE PENSIONS AND BENEFITS
ACCOUNT 926
Instructions: Provide a listing of each pension plan and benefit program
provided by the company. Such listing should be limited to $25,000.
Description Amount
Life Insurance 8,257
Medical Insurance & Fees 214,398
Dental Insurance & Fees 22,233
Long-term Disability Fees 19,474
Postretirement benefits other than pensions 107,896
Corporate Pension Plan 42,519
Savings Plan Expense 104,887
Miscellaneous (10) 25,976
Total 545,640
<PAGE>
29
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
GENERAL ADVERTISING EXPENSES
ACCOUNT 930.1
Instructions: Provide a listing of the amount included in
Account 930.1, "General Advertising Expenses", classifying
the items according to the nature of the advertising and as
defined in the account definition. If a particular class
includes an amount in excess of $3,000 applicable to a single
payee, show separately the name of the payee and the
aggregate amount applicable thereto.
Description Name of Payee Amount
Other Customer InformationVarious 1,490
Total 1,490
<PAGE>
30
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
MISCELLANEOUS GENERAL EXPENSE
ACCOUNT 930.2
Instructions: Provide a listing of the amount included in Account 930.2,
"Miscellaneous General Expenses", classifying such expenses according to
their nature. Payments and expenses permitted by Sections 321(b)(2) of the
Federal Election Campaign Act, as amended by Public Law 94-283 in 1976
(2 U.S.C. Section 441(b)(2)) shall be separately classified.
Description Amount
Outside directors' fees and expenses 1,066
Service Company Misc. General Expenses 157,768
Financial Expenses 78,298
Miscellaneous (1,408)
Total 235,724
<PAGE>
31
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
RENTS
ACCOUNT 931
Instructions: Provide a listing of the amount included in Account 931,
"Rents", classifying such expenses by major groupings of property, as defined
in the account definition of the Uniform System of Accounts.
Type of Property Amount
EDP Equip. 108,092
Office Space 207,495
Office Furniture\Equip. 4,471
Communication Equip. 4,621
Other Rent 8,944
Total 333,623
<PAGE>
32
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
Instructions: Provide an analysis of Account 408, "Taxes Other Than Income
Taxes". Separate the analysis into two groups: (1) other than U.S.
Government taxes, and (2) U.S. Government taxes. Specify each of the
various kinds of taxes and show the amounts thereof. Provide a subtotal for
each class of tax.
Kind of Tax Amount
Other than U.S. Government taxes:
Business & Occupation Tax 3,817,000
Gross Receipts Tax 60,989
Property Tax 858,000
Capital Stock / Franchise Tax 151,400
State License Tax 4,955
Other State & Local Tax 13,812
State Unemployment 11,463
Subtotal 4,917,619
U.S. Government taxes:
FICA 142,257
Federal Unemployment 2,041
Subtotal 144,298
Total 5,061,917
<PAGE>
33
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
DONATIONS
ACCOUNT 426.1
Instructions: Provide a listing of the amount included in Account 426.1,
"Donations", classifying such expenses by its purpose. The aggregate
number and amount of all items of less than $3,000 may be shown in lieu of
details.
Name of recipient Purpose of Donation Amount
Not applicable.
Total 0
<PAGE>
34
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
OTHER DEDUCTIONS
ACCOUNT 426
Instructions: Provide a listing of the amount included in Account 426,
"Other Deductions", classifying such expenses according to their nature.
Description Name of Payee Amount
Penalties (52)
Civic & Political Activities 5,319
Miscellaneous 24
Total 5,291
<PAGE>
35
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE XVIII
NOTES TO STATEMENT OF INCOME
Instructions: The space below is provided for important notes regarding the
statement of income or any account thereof. Furnish particulars as to any
significant increase in services rendered or expenses incurred during the year.
Notes relating to financial statements shown elsewhere in this report may be
indicated here by reference.
Refer to Schedule XIV on page 19.
<PAGE>
36
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
ORGANIZATIONAL CHART
Allegheny Ventures, Inc. has no employees - Allegheny Power Service
Corporation provides administrative and engineering services.
<PAGE>
37
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
METHODS OF ALLOCATION
Allegheny Ventures, Inc. expenses are not allocated to associate companies.
<PAGE>
38
Annual Report of Allegheny Ventures, Inc.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED
Allegheny Ventures, Inc. does not bill associate companies for use of holding
company capital.
<PAGE>
39
ANNUAL REPORT OF ALLEGHENY VENTURES, INC.
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935 and the rules and regulations of the Securities and Exchange Commission
issued thereunder, the undersigned company has duly caused this report to be
signed on its behalf by the undersigned officer thereunto duly authorized.
ALLEGHENY VENTURES INC.
(Name of Reporting Company)
By:
(Signature of Signing Officer)
Thomas J. Kloc, Controller
(Printed Name and Title of Signing Officer)
April 28, 2000
(Date)
<TABLE> <S> <C>
<ARTICLE> OPUR2
<LEGEND>
Allegheny Ventures, Inc.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY> 11,080,421
<TOTAL-INVESTMENTS> 16,432,922
<TOTAL-CURRENT-ASSETS> 10,413,157
<TOTAL-DEFERRED-DEBITS> 3,046,504
<OTHER-ASSETS-AND-DEBITS> 0
<TOTAL-ASSETS-AND-DEBITS> 40,973,004
<TOTAL-PROPRIETARY-CAPITAL> 39,117,609
<TOTAL-LONG-TERM-DEBT> 0
<NOTES-PAYABLE> 0
<NOTES-PAYABLE-ASSOCIATE-COMP> 0
<OTHER-CURR-AND-ACCRUED-LIAB> 1,483,606
<TOTAL-DEFERRED-CREDITS> 625
<DEFERRED-INCOME-TAX> 371,164
<TOT-LIABIL-AND-PROPRIET-CAP> 40,973,004
<SERVICES-ASSOCIATE-COMPANIES> 0
<SERVICES-NON-ASSOCIATE-COMP> 110,356,916<F1>
<MISC-INCOME-OR-LOSS> 173,928
<TOTAL-INCOME> 110,530,844
<SALARIES-AND-WAGES> 1,588,070
<EMPLOYEE-PENSION-AND-BENEFIT> 545,640
<OTHER-EXPENSES> 108,515,944
<TOTAL-EXPENSES> 110,649,654
<NET-INCOME> (118,810)
<TOTAL-EXPENSES-DIRECT-COST> 0
<TOTAL-EXPENSES-INDIRECT-COST> 0
<TOT-EXP-DIRECT-AND-INDIRECT> 0
<PERSONNEL-END-OF-YEAR> 0
<FN>
<F1>Sales are associated with AYP Energy, Inc., a wholly-owned subsidiary of
Allegheny Ventures that operates as an exempt wholesale generator and power
marketer in the wholesale electricity market.
</FN>
</TABLE>
