-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, F45o2uPYqgudcTT8kbZhPbgNwawMQdwKpKuhCXWICOvBYQRP9to8bdubeAf7Qysy P3Fja8Zxan8O0UGLAZLAcQ== 0000006879-94-000023.txt : 19941026 0000006879-94-000023.hdr.sgml : 19941026 ACCESSION NUMBER: 0000006879-94-000023 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 19941025 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPALACHIAN POWER CO CENTRAL INDEX KEY: 0000006879 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 540124790 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08503 FILM NUMBER: 94554944 BUSINESS ADDRESS: STREET 1: 40 FRANKLIN RD SW CITY: ROANOKE STATE: VA ZIP: 24011 BUSINESS PHONE: 7039852300 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 U-1 1 APCO/KANAWHA VALLEY POWER CO. 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) 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] EX-99 2 EXHIBIT A - AGMT & PLAN OF MERGER 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] EX-99 3 EXHIBIT D-1: PSC OF WV PETITION 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: _______________________ 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 EX-99 4 EXHIBIT D-2: SCC OF VA APPLICATION 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 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 EX-99 5 EXHIBIT F: OPINION OF A.B.GRAF 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] EX-99 6 EXHIBIT G: FORM OF NOTICE 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] EX-99 7 FIN STMTS DATED 6/30/94 FINANCIAL STATEMENTS PAGE 1 KANAWHA VALLEY POWER COMPANY BALANCE SHEET JUNE 30, 1994 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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.
FINANCIAL STATEMENTS PAGE 2 KANAWHA VALLEY POWER COMPANY BALANCE SHEET JUNE 30, 1994 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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 FINANCIAL STATEMENTS PAGE 3 KANAWHA VALLEY POWER COMPANY BALANCE SHEET JUNE 30, 1994 PRO FORMA ADJUSTMENTS
Debit Credit (in thousands) 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.
FINANCIAL STATEMENTS PAGE 3A KANAWHA VALLEY POWER COMPANY STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 1994 PRO FORMA ADJUSTMENTS
Debit Credit (in thousands) 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 FINANCIAL STATEMENTS PAGE 4 KANAWHA VALLEY POWER COMPANY STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 1994 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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.
FINANCIAL STATEMENTS PAGE 5 APPALACHIAN POWER COMPANY BALANCE SHEET JUNE 30, 1994 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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.
FINANCIAL STATEMENTS PAGE 6 APPALACHIAN POWER COMPANY BALANCE SHEET JUNE 30, 1994 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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.
FINANCIAL STATEMENTS PAGE 7 APPALACHIAN POWER COMPANY BALANCE SHEET JUNE 30, 1994 PRO FORMA ADJUSTMENTS
Debit Credit (in thousands) 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 FINANCIAL STATEMENTS PAGE 7A APPALACHIAN POWER COMPANY STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 1994 PRO FORMA ADJUSTMENTS
Debit Credit (in thousands) 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 FINANCIAL STATEMENTS PAGE 8 APPALACHIAN POWER COMPANY STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 1994 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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 FINANCIAL STATEMENTS PAGE 9 APPALACHIAN POWER COMPANY STATEMENT OF RETAINED EARNINGS TWELVE MONTHS ENDED JUNE 30, 1994 (UNAUDITED)
(in thousands) 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
EX-27 8 FINANCIAL DATA SCHEDULE FOR KANAWHA VALLEY POWER COMPANY WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 12-MOS DEC-31-1993 JUN-30-1994 PER-BOOK 9,852 0 550 817 0 11,219 1 2,396 3,445 5,842 0 0 0 3,100 0 0 0 0 0 0 2,277 11,219 3,917 548 2,445 2,993 924 6 930 135 795 0 795 0 0 733 0 0 All common stock owned by parent company; no EPS required.
EX-27 9 FINANCIAL DATA SCHEDULE FOR KANAWHA VALLEY POWER COMPANY WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 12-MOS DEC-31-1993 JUN-30-1994 PRO-FORMA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 All common stock owned by parent company; no EPS required.
EX-27 10 FINANCIAL DATA SCHEDULE FOR APPALACHIAN POWER COMPANY WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 12-MOS DEC-31-1993 JUN-30-1994 PER-BOOK 2,687,713 58,466 297,601 455,358 0 3,499,138 260,458 494,408 222,835 977,701 190,450 55,000 1,158,048 0 0 112,050 17 85 29,533 9,781 966,473 3,499,138 1,593,408 67,600 1,301,407 1,369,007 224,401 (3,671) 220,730 99,040 121,690 15,365 106,325 111,308 77,975 319,319 0 0 All common stock owned by parent company; no EPS required.
EX-27 11 FINANCIAL DATA SCHEDULE FOR APPALACHIAN POWER COMPANY
OPUR1 1,000 12-MOS DEC-31-1993 JUN-30-1994 PRO-FORMA 2,697,565 52,624 297,869 456,175 0 3,504,233 260,458 494,408 222,835 977,701 190,450 55,000 1,158,048 3,100 0 112,050 17 85 29,533 9,781 968,468 3,504,233 1,593,408 68,148 1,299,935 1,368,083 225,325 (4,460) 220,865 99,175 121,690 15,365 106,325 111,308 77,975 319,319 0 0 All common stock owned by parent company; no EPS required.
EX-99 12 FIN STMTS DATED 12/31/93 FINANCIAL STATEMENTS PAGE 1 KANAWHA VALLEY POWER COMPANY BALANCE SHEET DECEMBER 31, 1993 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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.
FINANCIAL STATEMENTS PAGE 2 KANAWHA VALLEY POWER COMPANY BALANCE SHEET DECEMBER 31, 1993 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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 FINANCIAL STATEMENTS PAGE 3 KANAWHA VALLEY POWER COMPANY BALANCE SHEET DECEMBER 31, 1993 PRO FORMA ADJUSTMENTS
Debit Credit (in thousands) 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.
FINANCIAL STATEMENTS PAGE 3A KANAWHA VALLEY POWER COMPANY STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 1993 PRO FORMA ADJUSTMENTS
Debit Credit (in thousands) 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 FINANCIAL STATEMENTS PAGE 4 KANAWHA VALLEY POWER COMPANY STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 1993 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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.
FINANCIAL STATEMENTS PAGE 5 APPALACHIAN POWER COMPANY BALANCE SHEET DECEMBER 31, 1993 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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.
FINANCIAL STATEMENTS PAGE 6 APPALACHIAN POWER COMPANY BALANCE SHEET DECEMBER 31, 1993 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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.
FINANCIAL STATEMENTS PAGE 7 APPALACHIAN POWER COMPANY BALANCE SHEET DECEMBER 31, 1993 PRO FORMA ADJUSTMENTS
Debit Credit (in thousands) 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 FINANCIAL STATEMENTS PAGE 7A APPALACHIAN POWER COMPANY STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 1993 PRO FORMA ADJUSTMENTS
Debit Credit (in thousands) 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 FINANCIAL STATEMENTS PAGE 8 APPALACHIAN POWER COMPANY STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 1993 (UNAUDITED)
Pro Forma Per Books Adjustments Pro Forma (in thousands) 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 FINANCIAL STATEMENTS PAGE 9 APPALACHIAN POWER COMPANY STATEMENT OF RETAINED EARNINGS TWELVE MONTHS ENDED DECEMBER 31, 1993 (UNAUDITED)
(in thousands) 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
EX-27 13 FINANCIAL DATA SCHEDULE FOR KANAWHA VALLEY POWER COMPANY WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 12-MOS DEC-31-1993 DEC-31-1993 PER-BOOK 9,973 0 643 806 0 11,422 1 2,396 3,063 5,460 0 0 0 3,400 0 0 0 0 0 0 2,562 11,422 4,078 590 2,522 3,112 966 6 972 134 838 0 838 0 0 1,049 0 0 All common stock owned by parent company; no EPS required.
EX-27 14 FINANCIAL DATA SCHEDULE FOR KANAWHA VALLEY POWER COMPANY WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 12-MOS DEC-31-1993 DEC-31-1993 PRO-FORMA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 All common stock owned by parent company; no EPS required.
EX-27 15 FINANCIAL DATA SCHEDULE FOR APPALACHIAN POWER COMPANY WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 12-MOS DEC-31-1993 DEC-31-1993 PER-BOOK 2,632,872 59,073 288,354 434,169 0 3,414,468 260,458 494,834 227,816 983,108 160,450 55,000 1,215,124 0 0 36,100 44 87 24,288 5,685 934,582 3,414,468 1,519,118 62,851 1,227,880 1,290,731 228,387 (2,535) 225,852 100,720 125,132 16,540 108,592 110,696 80,472 324,085 0 0 All common stock owned by parent company; no EPS required.
EX-27 16 FINANCIAL DATA SCHEDULE FOR APPALACHIAN POWER COMPANY
OPUR1 1,000 12-MOS DEC-31-1993 DEC-31-1993 PRO-FORMA 2,642,845 53,613 288,637 434,975 0 3,420,070 260,458 494,834 227,816 983,108 160,450 55,000 1,215,124 3,400 0 36,100 44 87 24,288 5,685 936,784 3,420,070 1,519,118 63,441 1,226,324 1,289,765 229,353 (3,367) 225,986 100,854 125,132 16,540 108,592 110,696 80,472 324,085 0 0 All common stock owned by parent company; no EPS required.
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