35-CERT 1 rule24edgarized709897.htm RULE 24 FILE NO. 070-09897 SECURITIES AND EXCHANGE COMMISSION

IN THE MATTER OF

FILE NO. 70-9897

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

CERTIFICATE OF NOTIFICATION PURSUANT TO RULE 24

UNDER

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740

Allegheny Energy Supply Company, LLC
4350 Northern Pike
Monroeville, PA 15146-2841

_____________________________

Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740

The Commission is requested to send copies of all notices, orders
and communications in connection with this Application / Declaration to:

David B. Hertzog
Vice President and General Counsel
Allegheny Energy, Inc.
800 Cabin Hill Drive
Greensburg, PA 15601

Terence A. Burke
Deputy General Counsel
Allegheny Energy Service Corporation
800 Cabin Hill Drive
Greensburg, PA 15601

On December 31, 2001, the Securities and Exchange Commission (SEC) issued Release No. 35-27486 in File No. 70-9897 (the Order) authorizing, among other things, various external and intrasystem financing transactions. The order directed that Allegheny Energy, Inc. (the Company) file with the SEC certificates pursuant to Rule 24 of the Public Utility Holding Company Act (the Act) on a quarterly basis within 60 days from the end of the first three calendar quarters and within 90 days from the end of the last calendar quarter. This certificate reports transactions from October 1, 2002 through December 31, 2003 ("the current period").

 

The Company hereby certifies the matters set forth below pursuant to Rule 24 of the Act and the Order:

 

a).  Computation under Rule 53 (a) setting forth the Company's consolidated retained
      earnings and aggregate investment in all Electric Wholesale Generators (EWG's) and
      Foreign Utility Companies (FUCOS):

 

(Thousands)

December 31,
2003

   

Investment in EWG's and FUCOS

$ 233,935

Total consolidated retained earnings (quarterly average)

$ 96,528

   

   Ratio of aggregate investment to consolidated retained earnings

   242.3%

 

b.)  Breakdown showing the Company's aggregate investment in each individual
      EWG/FUCO project covered by the Order:

 

(Thousands)

December 31,
2003

   

Allegheny Energy Hunlock Creek, LLC

 $ 15,733

AE Supply Gleason Generating Facility, LLC

       66,676

AE Supply Wheatland Generating Facility, LLC

    54,678

AE Supply Lincoln Generating Facility, LLC

     76,134

Acadia Bay Energy Company, LLC

     11,444

Buchanan Generation, LLC

    4,920

Allegheny Energy Inc. guarantees of EWGs/FUCOS

4,250

Allegheny Energy Supply Company, LLC guarantees of

 

   Gleason, Wheatland, and Lincoln

         100

Total Investments in EWG's/FUCOS

$233,935

 

 

c.)  The consolidated capitalization ratio of the Company at the end of the current period:

 

(Thousands)

December 31, 2003

     

Common equity

$ 1,515,859

20.7%

Preferred stock

74,000

1.0%

Minority interest

13,457

0.2%

Long-term and short-term debt

5,725,890

78.1%

     

  Total Capitalization

$7,329,206

100.0%

 

   

d.)  The market-to-book ratio of the Company's common stock at December 31, 2003
      was $1.07.

 

e.)  New investments or commitments to invest in new EWG/FUCO projects during
      the current period was:

 

      There were no new investments or commitments to invest during the current period.

     

f.)  Analysis of growth in consolidated retained earnings segregating total earnings
      growth of EWGs and FUCOs from that attributable to "Other Subsidiaries" for
      the current period:

 

(Thousands)


Allegheny
Energy, Inc.

EWG's
And
FUCO's*

     

Retained earnings at January 1, 2003

$ 357,889

$(88,794)

 Net (loss)

(354,979)

   (4,968)

 Dividends

______  -

________ -

 Retained earnings at December 31, 2003

$     2,910

$      (93,762)

      

   

*Amounts do not include earnings of EWG's and FUCO's in which the Company
holds a minority interest.

 

As defined in the Order, "Other Subsidiaries" refers the subsidiaries of the Company, other than the Operating Companies and AE Supply. The Operating Companies, together with the other subsidiaries of the Company that are public utility companies now existing or hereafter created or acquired, as defined under the Act, are referred to as "Utility Subsidiaries." The Operating Companies, dba Allegheny Power include West Penn Power Company (West Penn), The Potomac Edison Company (Potomac Edison) and Monongahela Power Company (Monongahela Power).

 

g.)  Statement of revenues and net income for each EWG and FUCO for the twelve
      months
ending December 31, 2003:

 

(Thousands)


Revenue
*


Income

Allegheny Energy Hunlock Creek, LLC

$           -      

$         (20)

AE Supply Gleason Generating Facility, LLC

17,991

-

AE Supply Wheatland Generating Facility, LLC

10,596

-

AE Supply Lincoln Generating Facility, LLC

27,680

(9)**

Acadia Bay Energy Company, LLC  

-

(3,831)

Buchanan Generation, LLC

         15,145

         (1,108)

 

    $   71,412

   $    (4,968)

*Does not include EWG's and FUCO's in which the Company holds a minority interest.

** Adjustment to retained earnings due to merger.

 

h.)  Sales of common stock for the Company during the current period were:

 
   

Share Price at
Agreement Date

   

Avg.
Market
Price

Avg.
Purchase
Price

    Issuance of common stock

     
       

      There were no sales of the Company's common stock during the current period.

 

i.)  The total number of shares of common stock issued during the current period
      under the Company's share purchase and dividend reinvestment plan, system
      employee benefit plan and executive compensation plans, including any plans
      adopted, were:

 

      There were no shares of common stock issued during the current period.

 

j.)  Guarantees and credit support provided by the Company including the name of
      the issuing company and the name of the subsidiary company during the current
      period were:

 

Name of Issuing
Company


Counterparty


On behalf of:

   

   

      No guarantees or credit support were provided by the Company during the
      current period.

 

k.)  Short term debt issued by the Company, including the term and amount, during
      the current period was as follows:

 

Term

Amount

 

 

      No short-term debt was issued by the Company during the current period.

 

l.)  For any financings consummated by any Operating Company (see item (f) above),
      during the current period which financings are not exempt under Rule 52:

 

Term

Amount

 

 

      No financings were consummated by an Operating Company during the
      current period.

 

 

m.)  Any financings consummated by AE Supply or any Other Subsidiary (see item
      (f) above) during the current period which financings are not exempt under Rule 52:

 

Term

Amount

 

       

      No financings were consummated by AE Supply or any Other Subsidiary during the
      current period.

   

n.)  Any financings consummated by any Operating Company (see item (f) above)
      during the current period under the exemption provided by Rule52:

 

Term

Amount

 

  

      No financings were consummated by an Operating Company during the
 
     current period.

 

o.)  Any financings consummated by AE Supply or any Other Subsidiaries (see item
      (f) above) during the current period, under the exemption provided by Rule52:

 

Term

Amount

 

   

      No financings were consummated by AE Supply or any Other Subsidiaries during the
      current period.

 

p.)  The notional amount and principal terms of any Instruments to hedge interest rate
      or currency risk entered into during the current period, and identification of the
      parties to the Instrument:

 


Name of
Counter Party



Company



Term


Notional
Amount

   

   

 

 No interest rate or currency hedges were entered into during the current period.

 

 

q.)  The name, parent company, and amount invested in any new Intermediate
      company or financing entity during the current period:

 


Intermediate Company Name


Parent Company Name

Notional
Amount

 

   

 

      No amounts were invested in a new Intermediate company or financing entity
      during the current period.

 

r.)  Consolidated balance sheets as of the end of the current period for the Company
      and separate balance sheets as of the end of the current period for each company that
      has engaged in financing transactions during the current period.

 

      The Company's balance sheet is incorporated by reference to the Company's
      Form 10-K for the fiscal year ended December 31, 2003, File No. 1-267.

 









March 30, 2004



Allegheny Energy, Inc.

By  /S/ THOMAS R. GARDNER
      Thomas R. Gardner

     Vice President, Controller &
     Chief Accounting Officer