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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K
----------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from __________ to_________
Commission Registrants; States of Incorporation; I.R.S. Employer
File Number Address and Telephone Number Identification Nos.
1-3525 AMERICAN ELECTRIC POWER COMPANY, INC. (A New York Corporation) 13-4922640
0-18135 AEP GENERATING COMPANY (An Ohio Corporation) 31-1033833
0-346 AEP TEXAS CENTRAL COMPANY (A Texas Corporation) 74-0550600
0-340 AEP TEXAS NORTH COMPANY (A Texas Corporation) 75-0646790
1-3457 APPALACHIAN POWER COMPANY (A Virginia Corporation) 54-0124790
1-2680 COLUMBUS SOUTHERN POWER COMPANY (An Ohio Corporation) 31-4154203
1-3570 INDIANA MICHIGAN POWER COMPANY (An Indiana Corporation) 35-0410455
1-6858 KENTUCKY POWER COMPANY (A Kentucky Corporation) 61-0247775
1-6543 OHIO POWER COMPANY (An Ohio Corporation) 31-4271000
0-343 PUBLIC SERVICE COMPANY OF OKLAHOMA (An Oklahoma Corporation) 73-0410895
1-3146 SOUTHWESTERN ELECTRIC POWER COMPANY (A Delaware Corporation) 72-0323455
1 Riverside Plaza, Columbus, Ohio 43215
Telephone (614) 716-1000
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [X]. No. [ ]
Indicate by check mark if disclosure of delinquent filers with respect to
American Electric Power Company, Inc. pursuant to Item 405 of Regulation S-K
(229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark if disclosure of delinquent filers with respect to
Appalachian Power Company, Indiana Michigan Power Company or Ohio Power Company
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements of Appalachian Power
Company or Ohio Power Company incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether American Electric Power Company, Inc. is an
accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of
1934). Yes [X] No [ ]
Indicate by check mark whether AEP Generating Company, AEP Texas Central
Company, AEP Texas North Company, Appalachian Power Company, Columbus Southern
Power Company, Indiana Michigan Power Company, Kentucky Power Company, Ohio
Power Company, Public Service Company of Oklahoma and Southwestern Electric
Power Company are accelerated filers (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934). Yes [ ] No [X]
AEP Generating Company, AEP Texas North Company, Columbus Southern Power
Company, Kentucky Power Company and Public Service Company of Oklahoma meet the
conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are
therefore filing this Form 10-K with the reduced disclosure format specified in
General Instruction I(2) to such Form 10-K.
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Registrant Title of each class on which registered
AEP Generating Company None
AEP Texas Central Company None
AEP Texas North Company None
American Electric Common Stock, $6.50 par value.............New York Stock Exchange
Power Company, Inc. 9.25% Equity Units........................New York Stock Exchange
Appalachian Power Company None
Columbus Southern Power None
Company
CPL Capital I 8.00% Cumulative Quarterly Income
Preferred Securities, Series A, Liquidation
Preference $25 per Preferred Security.....New York Stock Exchange
Indiana Michigan Power
Company 6% Senior Notes, Series D, Due 2032.......New York Stock Exchange
Kentucky Power Company None
Ohio Power Company 7 3/8% Senior Notes, Series A, Due 2038...New York Stock Exchange
Public Service Company of 6% Senior Notes, Series B, Due 2032.......New York Stock Exchange
Oklahoma
PSO Capital I 8.00% Trust Originated Preferred
Securities, Series A, Liquidation
Preference $25 per Preferred Security.....New York Stock Exchange
Southwestern Electric Power None
Company
Securities registered pursuant to Section 12(g) of the Act:
Registrant Title of each class
AEP Generating Company None
AEP Texas Central Company 4.00% Cumulative Preferred Stock, Non-Voting, $100 par value
4.20% Cumulative Preferred Stock, Non-Voting, $100 par value
AEP Texas North Company None
American Electric Power Company, Inc. None
Appalachian Power Company 4.50% Cumulative Preferred Stock, Voting, no par value
Columbus Southern Power Company None
Indiana Michigan Power Company 4.125% Cumulative Preferred Stock, Non-Voting, $100 par value
Kentucky Power Company None
Ohio Power Company 4.50% Cumulative Preferred Stock, Voting, $100 par value
Public Service Company of Oklahoma None
Southwestern Electric Power Company 4.28% Cumulative Preferred Stock, Non-Voting, $100 par value
4.65% Cumulative Preferred Stock, Non-Voting, $100 par value
5.00% Cumulative Preferred Stock, Non-Voting, $100 par value
Aggregate market value
of voting and non-voting Number of shares
common equity held of common stock
by non-affiliates of outstanding of
the registrants at the registrants at
June 30, 2003 December 31, 2003
AEP Generating Company None 1,000
($1,000 par value)
AEP Texas Central Company None 2,211,678
($25 par value)
AEP Texas North Company None 5,488,560
($25 par value)
American Electric Power Company, Inc. $11,782,905,274 395,016,421
($6.50 par value)
Appalachian Power Company None 13,499,500
(no par value)
Columbus Southern Power Company None 16,410,426
(no par value)
Indiana Michigan Power Company None 1,400,000
(no par value)
Kentucky Power Company None 1,009,000
($50 par value)
Ohio Power Company None 27,952,473
(no par value)
Public Service Company of Oklahoma None 9,013,000
($15 par value)
Southwestern Electric Power Company None 7,536,640
($18 par value)
NOTE ON MARKET VALUE OF COMMON EQUITY HELD BY NON-AFFILIATES
American Electric Power Company, Inc. owns, directly or indirectly, all of
the common stock of AEP Generating Company, AEP Texas Central Company, AEP Texas
North Company, Appalachian Power Company, Columbus Southern Power Company,
Indiana Michigan Power Company, Kentucky Power Company, Ohio Power Company,
Public Service Company of Oklahoma and Southwestern Electric Power Company (see
Item 12 herein).
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Into Which Document
Description Is Incorporated
Portions of Annual Reports of the following companies for Part II
the fiscal year ended December 31, 2003:
AEP Generating Company
AEP Texas Central Company
AEP Texas North Company
American Electric Power Company, Inc.
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
Public Service Company of Oklahoma
Southwestern Electric Power Company
Portions of Proxy Statement of American Electric Power Part III
Company, Inc. for 2004 Annual Meeting of Shareholders,
to be filed within 120 days after December 31, 2003
Portions of Information Statements of the following Part III
companies for 2004 Annual Meeting of Shareholders, to
be filed within 120 days after December 31, 2003:
Appalachian Power Company
----------------
This combined Form 10-K is separately filed by AEP Generating Company, AEP
Texas Central Company, AEP Texas North Company, American Electric Power Company,
Inc., Appalachian Power Company, Columbus Southern Power Company, Indiana
Michigan Power Company, Kentucky Power Company, Ohio Power Company, Public
Service Company of Oklahoma and Southwestern Electric Power Company. Information
contained herein relating to any individual registrant is filed by such
registrant on its own behalf. Except for American Electric Power Company, Inc.,
each registrant makes no representation as to information relating to the other
registrants.
You can access financial and other information at AEP's website, including
AEP's Principles of Business Conduct (which also serves as a code of ethics
applicable to Item 10 of this Form 10-K), certain committee charters and
Principles of Corporate Governance. The address is www.aep.com. AEP makes
available, free of charge on its website, copies of its annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as soon as reasonably practicable after filing
such material electronically or otherwise furnishing it to the SEC.
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TABLE OF CONTENTS
Page
Number
Glossary of Terms................................................................... i
Forward-Looking Information......................................................... 1
PART I
Item 1. Business.............................................................. 2
Item 2. Properties............................................................ 26
Item 3. Legal Proceedings..................................................... 29
Item 4. Submission of Matters to a Vote of Security Holders................... 29
Executive Officers of the Registrants............................................ 30
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities................................. 31
Item 6. Selected Financial Data............................................... 31
Item 7. Management's Financial Discussion and Analysis and Financial Condition 32
Item 7A. Quantitative and Qualitative Disclosures About Market Risk............ 32
Item 8. Financial Statements and Supplementary Data........................... 32
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.................................................. 32
Item 9A. Controls and Procedures............................................... 32
PART III
Item 10. Directors and Executive Officers of the Registrants................... 33
Item 11. Executive Compensation................................................ 34
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters........................................... 34
Item 13. Certain Relationships and Related Transactions........................ 36
Item 14. Principal Accountant Fees and Services................................ 36
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...... 37
Signatures.......................................................................... 39
Index to Financial Statement Schedules.............................................. S-1
Independent Auditors' Report........................................................ S-2
Exhibit Index....................................................................... E-1
GLOSSARY OF TERMS
The following abbreviations or acronyms used in this Form 10-K are defined
below:
Abbreviation or Acronym Definition
AEGCo......................... AEP Generating Company, an electric utility subsidiary of AEP
AEP........................... American Electric Power Company, Inc.
AEPES......................... AEP Energy Services, Inc., a subsidiary of AEP
AEP Power Pool................ APCo, CSPCo, I&M, KPCo and OPCo, as parties to the Interconnection Agreement
AEPR.......................... AEP Resources, Inc., a subsidiary of AEP
AEPSC or Service Corporation.. American Electric Power Service Corporation, a service subsidiary of AEP
AEP System or the System...... The American Electric Power System, an integrated electric utility system, owned and
operated by AEP's electric utility subsidiaries
AEP Utilities................. AEP Utilities, Inc., subsidiary of AEP, formerly Central and South West Corporation
AFUDC......................... Allowance for funds used during construction. Defined in regulatory systems of
accounts as the net cost of borrowed funds
used for construction and a reasonable rate of
return on other funds when so used.
ALJ........................... Administrative law judge
APCo.......................... Appalachian Power Company, an electric utility subsidiary of AEP
Btu........................... British thermal unit
Buckeye....................... Buckeye Power, Inc., an unaffiliated corporation
CAA........................... Clean Air Act
CAAA.......................... Clean Air Act Amendments of 1990
Cardinal Station.............. Generating facility co-owned by Buckeye and OPCo
Centrica...................... Centrica U.S. Holdings, Inc., and its affiliates collectively, unaffiliated companies
CERCLA........................ Comprehensive Environmental Response, Compensation and Liability Act of 1980
CG&E.......................... The Cincinnati Gas & Electric Company, an unaffiliated utility company
Cook Plant.................... The Donald C. Cook Nuclear Plant, owned by I&M, located near Bridgman, Michigan
CSPCo......................... Columbus Southern Power Company, a public utility subsidiary of AEP
CSW Operating Agreement....... Agreement, dated January 1, 1997, by and among PSO, SWEPCo, TCC and TNC
governing generating capacity allocation
DOE........................... United States Department of Energy
DP&L.......................... The Dayton Power and Light Company, an unaffiliated utility company
East zone public utility
subsidiaries................ APCo, CSPCo, I&M, KPCo and OPCo
ECOM.......................... Excess cost over market
EMF........................... Electric and Magnetic Fields
EPA........................... United States Environmental Protection Agency
ERCOT......................... Electric Reliability Council of Texas
EWG........................... Exempt wholesale generator, as defined under PUHCA
FERC.......................... Federal Energy Regulatory Commission
Fitch......................... Fitch Ratings, Inc.
FPA........................... Federal Power Act
FUCO.......................... Foreign utility company as defined under PUHCA
I&M........................... Indiana Michigan Power Company, a public utility subsidiary of AEP
I&M Power Agreement........... Unit Power Agreement Between AEGCo and I&M, dated March 31, 1982
Interconnection Agreement..... Agreement, dated July 6, 1951, by and among APCo, CSPCo, I&M, KPCo and OPCo,
defining the sharing of costs and benefits associated with their respective
generating plants
IURC.......................... Indiana Utility Regulatory Commission
KPCo.......................... Kentucky Power Company, a public utility subsidiary of AEP
KPSC.......................... Kentucky Public Service Commission
LLWPA......................... Low-Level Waste Policy Act of 1980
LPSC.......................... Louisiana Public Service Commission
MECPL......................... Mutual Energy CPL, L.P., a Texas REP and former AEP affiliate
MEWTU......................... Mutual Energy WTU, L.P., a Texas REP and former AEP affiliate
MISO.......................... Midwest Independent Transmission System Operator
Moody's....................... Moody's Investors Service, Inc.
MTM........................... Marked-to-market
MW............................ Megawatt
NOx........................... Nitrogen oxide
NPC........................... National Power Cooperatives, Inc., an unaffiliated corporation
NRC........................... Nuclear Regulatory Commission
OASIS......................... Open Access Same-time Information System
OATT.......................... Open Access Transmission Tariff, filed with FERC
OCC........................... Corporation Commission of the State of Oklahoma
Ohio Act...................... Ohio electric restructuring legislation
OPCo.......................... Ohio Power Company, a public utility subsidiary of AEP
OVEC.......................... Ohio Valley Electric Corporation, anelectric utility company in which
AEP and CSPCo together own a 44.2% equity interest
PJM........................... PJM Interconnection, L.L.C.
Pro Serv...................... AEP Pro Serv, Inc., a subsidiary of AEP
PSO........................... Public Service Company of Oklahoma, a public utility subsidiary of AEP
PTB........................... Price to beat, as defined by the Texas Act
PUCO.......................... The Public Utilities Commission of Ohio
PUCT.......................... Public Utility Commission of Texas
PUHCA......................... Public Utility Holding Company Act of 1935, as amended
QF............................ Qualifying facility, as defined under the Public Utility Regulatory Policies Act of 1978
RCRA.......................... Resource Conservation and Recovery Act of 1976, as amended
REP........................... Retail electricity provider
Rockport Plant................ A generating plant, consisting of two 1,300,000-kilowatt coal-fired generating units,
near Rockport, Indiana
RTO........................... Regional Transmission Organization
SEC........................... Securities and Exchange Commission
S&P........................... Standard & Poor's Ratings Service
SO2........................... Sulfur dioxide
SO2 Allowance................. An allowance to emit one ton of sulfur dioxide granted under the Clean Air Act
Amendments of 1990
SPP........................... Southwest Power Pool
STPNOC........................ STP Nuclear Operating Company, a non-profit Texas corporation which operates STP
on behalf of its joint owners, including TCC
SWEPCo........................ Southwestern Electric Power Company, a public utility subsidiary of AEP
TCA........................... Transmission Coordination Agreement dated January 1, 1997 by and among, PSO,
SWEPCo, TCC, TNC and AEPSC, which allocates costs and benefits in connection
with the operation of the transmission assets of the four public utility subsidiaries
TCC........................... AEP Texas Central Company, formerly Central Power and Light Company, a public
utility subsidiary of AEP
TEA........................... Transmission Equalization Agreement dated April 1, 1984 by and among APCo,
CSPCo, I&M, KPCo and OPCo, which allocates costs and benefits in connection
with the operation of transmission assets
Texas Act..................... Texas electric restructuring legislation
TNC........................... AEP Texas North Company, formerly West Texas Utilities Company, a public utility
subsidiary of AEP
TVA........................... Tennessee Valley Authority
Virginia Act.................. Virginia electric restructuring legislation
VSCC.......................... Virginia State Corporation Commission
WVPSC......................... West Virginia Public Service Commission
West zone public utility
subsidiaries................ PSO, SWEPCo, TCC and TNC
FORWARD-LOOKING INFORMATION
These reports made by AEP and its registrant subsidiaries contain
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. Although AEP and its registrant subsidiaries
believe that their expectations are based on reasonable assumptions, any such
statements may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. Among the factors
that could cause actual results to differ materially from those in the
forward-looking statements are:
o Electric load and customer growth.
o Weather conditions.
o Available sources and costs of fuels.
o Availability of generating capacity and the performance of AEP's
generating plants.
o The ability to recover regulatory assets and stranded costs in connection
with deregulation.
o New legislation and government regulation including requirements for
reduced emissions of sulfur, nitrogen, carbon and other substances.
o Resolution of pending and future rate cases, negotiations and other
regulatory decisions (including rate or other recovery for environmental
compliance).
o Oversight and/or investigation of the energy sector or its participants.
o Resolution of litigation (including pending Clean Air Act enforcement
actions and disputes arising from the bankruptcy of Enron Corp.)
o AEP's ability to reduce its operation and maintenance costs.
o The success of disposing of investments that no longer match AEP's
corporate profile.
o AEP's ability to sell assets at attractive prices and on other attractive
terms.
o International and country-specific developments affecting foreign
investments including the disposition of any current foreign investments.
o The economic climate and growth in AEP's service territory and changes in
market demand and demographic patterns.
o Inflationary trends.
o AEP's ability to develop and execute on a point of view regarding prices
of electricity, natural gas, and other energy-related commodities.
o Changes in the creditworthiness and number of participants in the energy
trading market.
o Changes in the financial markets, particularly those affecting the
availability of capital and AEP's ability to refinance existing debt at
attractive rates.
o Actions of rating agencies, including changes in the ratings of debt and
preferred stock.
o Volatility and changes in markets for electricity, natural gas, and other
energy-related commodities.
o Changes in utility regulation, including the establishment of a regional
transmission structure.
o Accounting pronouncements periodically issued by accounting
standard-setting bodies.
o The performance of AEP's pension plan.
o Prices for power that we generate and sell at wholesale.
o Changes in technology and other risks and unforeseen events, including
wars, the effects of terrorism (including increased security costs),
embargoes and other catastrophic events.
Item 1. Business
General
Overview and Description of Subsidiaries
AEP was incorporated under the laws of the State of New York in 1906 and
reorganized in 1925. It is a registered public utility holding company under
PUHCA that owns, directly or indirectly, all of the outstanding common stock of
its public utility subsidiaries and varying percentages of other subsidiaries.
The service areas of AEP's public utility subsidiaries cover portions of the
states of Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma,
Tennessee, Texas, Virginia and West Virginia. The generating and transmission
facilities of AEP's public utility subsidiaries are interconnected, and their
operations are coordinated, as a single integrated electric utility system.
Transmission networks are interconnected with extensive distribution facilities
in the territories served. The public utility subsidiaries of AEP, which do
business as "American Electric Power," have traditionally provided electric
service, consisting of generation, transmission and distribution, on an
integrated basis to their retail customers. Restructuring legislation in
Michigan, Ohio, Texas and Virginia has caused or will cause AEP public utility
subsidiaries in those states to unbundle previously integrated regulated rates
for their retail customers.
The AEP System is an integrated electric utility system and, as a result, the
member companies of the AEP System have contractual, financial and other
business relationships with the other member companies, such as participation in
the AEP System savings and retirement plans and tax returns, sales of
electricity and transportation and handling of fuel. The member companies of the
AEP System also obtain certain accounting, administrative, information systems,
engineering, financial, legal, maintenance and other services at cost from a
common provider, AEPSC.
At December 31, 2003, the subsidiaries of AEP had a total of 22,075
employees. AEP, because it is a holding company rather than an operating
company, has no employees. The public utility subsidiaries of AEP are:
APCo (organized in Virginia in 1926) is engaged in the generation,
transmission and distribution of electric power to approximately 929,000
retail customers in the southwestern portion of Virginia and southern West
Virginia, and in supplying and marketing electric power at wholesale to other
electric utility companies, municipalities and other market participants. At
December 31, 2003, APCo and its wholly owned subsidiaries had 2,371
employees. Among the principal industries served by APCo are coal mining,
primary metals, chemicals and textile mill products. In addition to its AEP
System interconnections, APCo also is interconnected with the following
unaffiliated utility companies: Carolina Power & Light Company, Duke Energy
Corporation and Virginia Electric and Power Company. APCo has several points
of interconnection with TVA and has entered into agreements with TVA under
which APCo and TVA interchange and transfer electric power over portions of
their respective systems.
CSPCo (organized in Ohio in 1937, the earliest direct predecessor company
having been organized in 1883) is engaged in the generation, transmission and
distribution of electric power to approximately 698,000 retail customers in
Ohio, and in supplying and marketing electric power at wholesale to other
electric utilities, municipalities and other market participants. At December
31, 2003, CSPCo had 1,125 employees. CSPCo's service area is comprised of two
areas in Ohio, which include portions of twenty-five counties. One area
includes the City of Columbus and the other is a predominantly rural area in
south central Ohio. Among the principal industries served are food
processing, chemicals, primary metals, electronic machinery and paper
products. In addition to its AEP System interconnections, CSPCo also is
interconnected with the following unaffiliated utility companies: CG&E, DP&L
and Ohio Edison Company.
I&M (organized in Indiana in 1925) is engaged in the generation,
transmission and distribution of electric power to approximately 575,000
retail customers in northern and eastern Indiana and southwestern Michigan,
and in supplying and marketing electric power at wholesale to other electric
utility companies, rural electric cooperatives, municipalities and other
market participants. At December 31, 2003, I&M had 2,634 employees. Among the
principal industries served are primary metals, transportation equipment,
electrical and electronic machinery, fabricated metal products, rubber and
miscellaneous plastic products and chemicals and allied products. Since 1975,
I&M has leased and operated the assets of the municipal system of the City of
Fort Wayne, Indiana. In addition to its AEP System interconnections, I&M also
is interconnected with the following unaffiliated utility companies: Central
Illinois Public Service Company, CG&E, Commonwealth Edison Company, Consumers
Energy Company, Illinois Power Company, Indianapolis Power & Light Company,
Louisville Gas and Electric Company, Northern Indiana Public Service Company,
PSI Energy Inc. and Richmond Power & Light Company.
KPCo (organized in Kentucky in 1919) is engaged in the generation,
transmission and distribution of electric power to approximately 175,000
retail customers in an area in eastern Kentucky, and in supplying and
marketing electric power at wholesale to other electric utility companies,
municipalities and other market participants. At December 31, 2003, KPCo had
394 employees. In addition to its AEP System interconnections, KPCo also is
interconnected with the following unaffiliated utility companies: Kentucky
Utilities Company and East Kentucky Power Cooperative Inc. KPCo is also
interconnected with TVA.
Kingsport Power Company (organized in Virginia in 1917) provides electric
service to approximately 46,000 retail customers in Kingsport and eight
neighboring communities in northeastern Tennessee. Kingsport Power Company
does not own any generating facilities. It purchases electric power from APCo
for distribution to its customers. At December 31, 2003, Kingsport Power
Company had 57 employees.
OPCo (organized in Ohio in 1907 and re-incorporated in 1924) is engaged in
the generation, transmission and distribution of electric power to
approximately 704,000 retail customers in the northwestern, east central,
eastern and southern sections of Ohio, and in supplying and marketing
electric power at wholesale to other electric utility companies,
municipalities and other market participants. At December 31, 2003, OPCo had
2,153 employees. Among the principal industries served by OPCo are primary
metals, rubber and plastic products, stone, clay, glass and concrete
products, petroleum refining and chemicals. In addition to its AEP System
interconnections, OPCo also is interconnected with the following unaffiliated
utility companies: CG&E, The Cleveland Electric Illuminating Company, DP&L,
Duquesne Light Company, Kentucky Utilities Company, Monongahela Power
Company, Ohio Edison Company, The Toledo Edison Company and West Penn Power
Company.
PSO (organized in Oklahoma in 1913) is engaged in the generation,
transmission and distribution of electric power to approximately 505,000
retail customers in eastern and southwestern Oklahoma, and in supplying and
marketing electric power at wholesale to other electric utility companies,
municipalities, rural electric cooperatives and other market participants. At
December 31, 2003, PSO had 1,067 employees. Among the principal industries
served by PSO are natural gas and oil production, oil refining, steel
processing, aircraft maintenance, paper manufacturing and timber products,
glass, chemicals, cement, plastics, aerospace manufacturing,
telecommunications, and rubber goods. In addition to its AEP System
interconnections, PSO also is interconnected with Ameren Corporation, Empire
District Electric Co., Oklahoma Gas & Electric Co., Southwestern Public
Service Co. and Westar Energy Inc.
SWEPCo (organized in Delaware in 1912) is engaged in the generation,
transmission and distribution of electric power to approximately 439,000
retail customers in northeastern Texas, northwestern Louisiana and western
Arkansas, and in supplying and marketing electric power at wholesale to other
electric utility companies, municipalities, rural electric cooperatives and
other market participants. At December 31, 2003, SWEPCo had 1,351 employees.
Among the principal industries served by SWEPCo are natural gas and oil
production, petroleum refining, manufacturing of pulp and paper, chemicals,
food processing, and metal refining. The territory served by SWEPCo also
includes several military installations, colleges, and universities. In
addition to its AEP System interconnections, SWEPCo is also interconnected
with CLECO Corp., Empire District Electric Co., Entergy Corp. and Oklahoma
Gas & Electric Co.
TCC (organized in Texas in 1945) is engaged in the generation, transmission
and sale of power to affiliated and non-affiliated entities and the
distribution of electric power to approximately 711,000 retail customers
through REPs in southern Texas, and in supplying and marketing electric power
at wholesale to other electric utility companies, municipalities, rural
electric cooperatives and other market participants. At December 31, 2003,
TCC had 1,203 employees. Among the principal industries served by TCC are oil
and gas extraction, food processing, apparel, metal refining, chemical and
petroleum refining, plastics, and machinery equipment. In addition to its AEP
System interconnections, TCC is a member of ERCOT.
TNC (organized in Texas in 1927) is engaged in the generation, transmission
and sale of power to affiliated and non-affiliated entities and the
distribution of electric power to approximately 190,000 retail customers
through REPs in west and central Texas, and in supplying and marketing
electric power at wholesale to other electric utility companies,
municipalities, rural electric cooperatives and other market participants. At
December 31, 2003, TNC had 472 employees. The principal industry served by
TNC is agriculture. The territory served by TNC also includes several
military installations and correctional facilities. In addition to its AEP
System interconnections, TNC is a member of ERCOT.
Wheeling Power Company (organized in West Virginia in 1883 and
reincorporated in 1911) provides electric service to approximately 41,000
retail customers in northern West Virginia. Wheeling Power Company does not
own any generating facilities. It purchases electric power from OPCo for
distribution to its customers. At December 31, 2003, Wheeling Power Company
had 57 employees.
AEGCo (organized in Ohio in 1982) is an electric generating company. AEGCo
sells power at wholesale to I&M and KPCo. AEGCo has no employees.
Service Company Subsidiary
AEP also owns a service company subsidiary, AEPSC. AEPSC provides accounting,
administrative, information systems, engineering, financial, legal, maintenance
and other services at cost to the AEP System companies. The executive officers
of AEP and its public utility subsidiaries are all employees of AEPSC. At
December 31, 2003, AEPSC had 6,215 employees.
Classes of Service
The principal classes of service from which the public utility subsidiaries
of AEP derive revenues and the amount of such revenues during the year ended
December 31, 2003 are as follows:
AEP
System(a) APCo CSPCo I&M KPCo
(in thousands)
Utility Operations:
Retail Sales
Residential.............. $3,171,000 $ 623,435 $ 509,919 $ 352,710 $120,001
Commercial............... 2,348,000 321,515 455,304 272,319 68,904
Industrial............... 1,977,000 342,593 133,242 319,783 94,567
Other Retail Sales....... 173,000 41,060 17,975 6,154 926
---------- --------- --------- --------- --------
Total Retail.......... 7,669,000 1,328,603 1,116,440 950,966 284,398
Wholesale
System Sales and
Transmission............... 2,554,000 311,056 183,490 337,275 69,451
Other Wholesale Revenues. - - - - -
Risk Management Realized. 205,000 17,391 10,491 11,440 4,038
Risk Management Mark-
to-Market ............ (198,000) (2,249) (5,134) - -
---------- --------- --------- --------- --------
Total Wholesale......... 2,561,000 326,198 188,847 348,715 73,489
Other Operating Revenues... 745,000 79,583 42,195 46,712 18,775
Sales to Affiliates........ - 222,793 84,369 249,203 39,808
---------- --------- --------- --------- --------
Gross Utility Operations 10,975,000 1,957,177 1,431,851 1,595,596 416,470
Provision for Rate Refund.. (104,000) 181 - - -
----------- --------- --------- --------- --------
Net Utility Operations 10,871,000 1,957,358 1,431,851 1,595,596 416,470
Investments- Gas Operations.. 3,097,000 - - - -
Investments- Other........... 577,000 - - - -
---------- --------- --------- --------- --------
Total Revenues........ $14,545,000 $1,957,358 $1,431,851 $1,595,596 $416,470
=========== ========== ========== ========== ========
OPCo PSO SWEPCo TCC TNC
(in thousands)
Utility Operations:
Retail Sales
Residential.............. $ 474,323 $ 402,988 $ 350,386 $ 215,330 $ 57,191
Commercial............... 314,526 275,852 291,859 158,307 28,395
Industrial............... 522,449 231,638 215,805 43,469 8,199
Other Retail Sales....... 8,413 83,491 6,478 8,824 11,484
---------- --------- --------- --------- ---------
Total Retail.......... 1,319,711 993,969 864,528 425,930 105,269
Wholesale
System Sales and
Transmission............... 263,397 61,173 147,885 894,509 279,973
Other Wholesale Revenues. - - - - -
Risk Management Realized. 13,882 3,667 4,325 26,331 9,590
Risk Management
Mark-to-Market......... (11,381) - 3,439 2,801 911
----------- --------- --------- --------- ---------
Total Wholesale....... 265,898 64,840 155,649 923,641 290,474
Other Operating Revenues... 74,766 20,883 66,373 339,696 39,292
Sales to Affiliates........ 584,278 23,130 68,854 141,698 51,625
---------- --------- --------- --------- ---------
Gross Utility Operations 2,244,653 1,102,822 1,155,404 1,830,965 486,660
Provision for Rate Refund.. - - (8,562) (83,454) (20,714)
---------- --------- ---------- ---------- ----------
Net Utility Operations 2,244,653 1,102,822 1,146,842 1,747,511 465,946
Investments- Gas Operations.. - - - - -
Investments- Other........... - - - - -
---------- --------- --------- --------- ---------
Total Revenues...........$2,244,653 $1,102,822$1,146,842 $1,747,511 $ 465,946
========== ==================== ========== =========
- ----------
(a) Includes revenues of other subsidiaries not shown. Intercompany transactions
have been eliminated, including AEGCo's total revenues of $233,165,000 for
the year ended December 31, 2003, all of which resulted from its wholesale
business, including its marketing and trading of power.
Holding Company Regulation
The provisions of PUHCA, administered by the SEC, regulate many aspects of a
registered holding company system, such as the AEP System. PUHCA limits the
operations of a registered holding company system to a single integrated public
utility system and such other businesses as are incidental or necessary to the
operations of the system. In addition, PUHCA governs, among other things,
financings, sales or acquisitions of utility assets and intra-system
transactions.
PUHCA and the rules and orders of the SEC currently require that transactions
between associated companies in a registered holding company system be performed
at cost with limited exceptions. Over the years, the AEP System has developed
numerous affiliated service, sales and construction relationships and, in some
cases, invested significant capital and developed significant operations in
reliance upon the ability to recover its full costs under these provisions.
The Division of Investment Management of the SEC has recommended the
conditional repeal of PUHCA. Under its recommendation, certain oversight
authority would be transferred to the FERC. Legislation has since been
introduced in numerous sessions of Congress that would repeal PUHCA, but such
legislation has not passed.
AEP-CSW Merger
On June 15, 2000, CSW (now known as AEP Utilities, Inc.) merged with and into
a wholly owned merger subsidiary of AEP. As a result, CSW became a wholly owned
subsidiary of AEP. The four wholly owned public utility subsidiaries of
CSW--PSO, SWEPCo, TCC and TNC--became indirect wholly owned public utility
subsidiaries of AEP as a result of the merger. The merger was approved by the
FERC and the SEC (with respect to PUHCA).
On January 18, 2002, the U.S. Court of Appeals for the District of Columbia
ruled that the SEC failed to properly explain how the merger met the
requirements of PUHCA and remanded the case to the SEC for further review. The
court held that the SEC had not adequately explained its conclusions that the
merger met PUHCA requirements that the merging entities be "physically
interconnected" and that the combined entity was confined to a "single area or
region."
Management believes that the merger meets the requirements of PUHCA and
expects the matter to be resolved favorably.
Financing
General
Companies within the AEP System generally use short-term debt to finance
working capital needs, acquisitions and construction. The companies periodically
issue long-term debt to reduce short-term debt. Short-term debt has in recent
history been provided by AEP's commercial paper program and revolving credit
facilities. Proceeds were made available to subsidiaries under the AEP corporate
borrowing program. Throughout 2003, AEP was successful in accessing the
commercial paper market. Certain public utility subsidiaries of AEP also sell
accounts receivable to provide liquidity.
AEP's revolving credit agreements (which backstop the commercial paper
program) include covenants and events of default typical for this type of
facility, including a maximum debt/capital test and a $50 million
cross-acceleration provision. At December 31, 2003, AEP was in compliance with
its debt covenants. With the exception of a voluntary bankruptcy or insolvency,
any event of default has either or both a cure period or notice requirement
before termination of the agreements. A voluntary bankruptcy or insolvency would
be considered an immediate termination event. See Management's Financial
Discussion and Analysis of Results of Operations, included in the 2003 Annual
Reports, under the heading entitled Financial Condition for additional
information with respect to AEP's credit agreements.
AEP's subsidiaries have also utilized, and expect to continue to utilize,
additional financing arrangements, such as leasing arrangements, including the
leasing of utility assets and coal mining and transportation equipment and
facilities.
Credit Ratings
In 2003, the rating agencies conducted credit reviews of AEP and its
registrant subsidiaries. The agencies also reviewed many companies in the energy
sector due to issues that impact the entire industry.
Moody's completed its review of AEP and its rated subsidiaries in February
2003. The results of that review were downgrades of the following ratings for
unsecured debt: AEP from Baa2 to Baa3, APCo from Baa1 to Baa2, TCC from Baa1 to
Baa2, PSO from A2 to Baa1, SWEPCo from A2 to Baa1. TNC, which had no senior
unsecured notes outstanding at the time of the ratings action, had its mortgage
bond debt downgraded from A2 to A3. AEP's commercial paper was also concurrently
downgraded from P-2 to P-3. The completion of this review was a culmination of
earlier ratings action in 2002 that had included a downgrade of AEP from Baa1 to
Baa2. With the completion of the reviews, Moody's placed AEP and its rated
subsidiaries on stable outlook.
S&P completed its review of AEP and its rated subsidiaries in March 2003. The
results of that review were downgrades of the ratings for unsecured debt for AEP
and its rated subsidiaries from BBB+ to BBB. AEP's commercial paper rating was
affirmed at A-2. With the completion of the reviews, S&P placed AEP and its
rated subsidiaries on stable outlook.
Fitch completed its review of AEP and its rated subsidiaries in March 2003.
The result of that review was a downgrade of AEP's unsecured debt rating from
BBB+ to BBB. AEP's commercial paper rating was affirmed at F-2. With the
completion of the reviews, Fitch placed AEP and its rated subsidiaries on stable
outlook.
See Management's Financial Discussion and Analysis of Results of Operations,
included in the 2003 Annual Reports, under the heading entitled Financial
Condition for additional information with respect to AEP's credit ratings,
liquidity and specific financing activities.
Environmental and Other Matters
General
AEP's subsidiaries are currently subject to regulation by federal, state and
local authorities with regard to air and water-quality control and other
environmental matters, and are subject to zoning and other regulation by local
authorities. The environmental issues that are potentially material to the AEP
system include:
o The CAA and CAAA and state laws and regulations (including State
Implementation Plans) that require compliance, obtaining permits and
reporting as to air emissions. See Management's Financial Discussion and
Analysis of Results of Operations under the heading entitled The Current
Air Quality Regulatory Framework.
o Litigation with the federal and certain state governments and certain
special interest groups regarding whether modifications to or maintenance
of certain coal-fired generating plants required additional permitting or
pollution control technology. See Management's Financial Discussion and
Analysis of Results of Operations under the headings entitled The Current
Air Quality Regulatory Framework and New Source Review Litigation and Note
9 to the consolidated financial statements entitled Commitments and
Contingencies, included in the 2003 Annual Reports, for further
information.
o Rules issued by the EPA and certain states that require substantial
reductions in SO2, mercury and NOx emissions, some of which became
effective in 2003. The remaining compliance dates and proposals would take
effect periodically through as late as 2018. AEP is installing (or has
installed) emission control technology and is taking other measures to
comply with required reductions. See Management's Financial Discussion and
Analysis of Results of Operations under the headings entitled Future
Reduction Requirements for NOx, SO2 and Hg and Estimated Air Quality
Investments and Note 7 to the consolidated financial statements entitled
Commitments and Contingencies, included in the 2003 Annual Reports under
the heading entitled NOx Reductions for further information.
o CERCLA, which imposes upon owners and previous owners of sites, as well as
transporters and generators of hazardous material disposed of at such
sites, costs for environmental remediation. AEP does not, however,
anticipate that any of its currently identified CERCLA-related issues will
result in material costs or penalties to the AEP System. See Management's
Financial Discussion and Analysis of Results of Operations, included in the
2003 Annual Reports, under the heading entitled Superfund and State
Remediation for further information.
o The Federal Clean Water Act, which prohibits the discharge of pollutants
into waters of the United States except pursuant to appropriate permits.
The EPA recently adopted a new Clean Water Act rule to reduce the number of
fish and other aquatic organisms killed at once-through cooled power
plants. See Management's Financial Discussion and Analysis of Results of
Operations, included in the 2003 Annual Reports, under the heading entitled
Clean Water Act Regulation for additional information.
o Solid and hazardous waste laws and regulations, which govern the management
and disposal of certain wastes. The majority of solid waste created from
the combustion of coal and fossil fuels is fly ash and other coal
combustion byproducts, which the EPA has determined are not hazardous waste
governed subject to RCRA.
In addition to imposing continuing compliance obligations, these laws and
regulations authorize the imposition of substantial penalties for noncompliance,
including fines, injunctive relief and other sanctions. See Management's
Financial Discussion and Analysis of Results of Operations, included in the 2003
Annual Reports, under the heading entitled Environmental Matters for information
on current environmental issues.
If our expenditures for pollution control technologies, replacement
generation and associated operating costs are not recoverable from customers
through regulated rates (in regulated jurisdictions) or market prices (in
deregulated jurisdictions), those costs could adversely affect future results of
operations and cash flows, and possibly financial condition.
AEP's international operations are subject to environmental regulation by
various authorities within the host countries. Under certain circumstances,
these authorities may require modifications to these facilities and operations
or impose fines and other costs for violations of applicable statutes and
regulations. From time to time, these operations are named as parties to various
legal claims, actions, complaints or other proceedings related to environmental
matters. AEP's UK generation facilities will be subject to additional
environmental constraints in 2008 (which become more stringent after 2015)
because they are subject to regulation governing large combustion plants. In the
fourth quarter of 2002, AEP decided not to install certain emission control
technology on its Fiddler's Ferry and Ferrybridge generation facilities in 2008.
This decision and its legal and regulatory consequences resulted in a
significant reduction in the estimated economic life of those facilities. See
also Investments--UK Operations for a discussion of AEP's planned disposition of
these assets in 2004.
The cost of complying with applicable environmental laws, regulations and
rules is expected to be material to the AEP System.
See Management's Financial Discussion and Analysis of Results of Operations
under the heading entitled Environmental Matters and Note 7 to the consolidated
financial statements entitled Commitments and Contingencies, included in the
2003 Annual Reports, for further information with respect to environmental
matters.
Environmental Investments
Investments related to improving AEP System plants' environmental performance
and compliance with air and water quality standards during 2002 and 2003 and the
current estimate for 2004 are shown below. Substantial investments in addition
to the amounts set forth below are expected by the System in future years in
connection with the modification and addition of facilities at generating plants
for environmental quality controls in order to comply with air and water quality
standards which have been or may be adopted. Future investments could be
significantly greater if litigation regarding whether AEP properly installed
emission control equipment on its plants is resolved against any AEP
subsidiaries or emissions reduction requirements are accelerated or otherwise
become more onerous. See Management's Financial Discussion and Analysis of
Results of Operations under the headings entitled Future Reduction Requirements
for NOx, SO2 and Hg and Estimated Air Quality Investments Note 7 to the
consolidated financial statements, entitled Commitments and Contingencies,
included in the 2003 Annual Reports, for more information regarding this
litigation and environmental expenditures in general.
2002 2003 2004
Actual Actual Estimate
(in thousands)
AEGCo....................... $ 1,200 11,800 9,800
APCo........................ 108,400 70,600 145,500
CSPCo....................... 25,400 31,400 18,000
I&M......................... 1,200 14,900 12,100
KPCo........................ 110,600 40,500 3,500
OPCo........................ 110,300 40,000 108,400
PSO......................... 1,200 1,700 0
SWEPCo...................... 3,400 3,200 2,700
TCC......................... 600 500 0
TNC......................... 1,900 2,600 800
-------- -------- --------
AEP System.................. $364,200 $217,200 $300,800
======== ======== ========
Electric and Magnetic Fields
EMF are found everywhere there is electricity. Electric fields are created by
the presence of electric charges. Magnetic fields are produced by the flow of
those charges. This means that EMF are created by electricity flowing in
transmission and distribution lines, electrical equipment, household wiring, and
appliances.
A number of studies in the past several years have examined the possibility
of adverse health effects from EMF. While some of the epidemiological studies
have indicated some association between exposure to EMF and health effects, none
has produced any conclusive evidence that EMF does or does not cause adverse
health effects.
Management cannot predict the ultimate impact of the question of EMF exposure
and adverse health effects. If further research shows that EMF exposure
contributes to increased risk of cancer or other health problems, or if the
courts conclude that EMF exposure harms individuals and that utilities are
liable for damages, or if states limit the strength of magnetic fields to such a
level that the current electricity delivery system must be significantly
changed, then the results of operations and financial condition of AEP and its
operating subsidiaries could be materially adversely affected unless these costs
can be recovered from customers.
SEC Subpoena, CFTC Complaint ant Other Energy Market Investigations
AEP received data requests, subpoenas and information requests from the SEC,
CFTC and other state and federal governmental agencies relating to certain
energy market investigations. On September 30, 2003, the CFTC filed a complaint
against AEP in federal district court alleging that it provided false or
misleading information about market conditions and prices of natural gas in an
attempt to manipulate the price of natural gas. See Management's Financial
Discussion and Analysis of Results of Operations, included in the 2003 Annual
Reports, under the heading Energy Market Investigations.
Utility Operations
General
Utility operations constitute the majority of AEP's business operations.
Utility operations include (i) the generation, transmission and distribution of
electric power to retail customers and (ii) the supplying and marketing of
electric power at wholesale (through the electric generation function) to other
electric utility companies, municipalities and other market participants. AEPSC,
as agent for AEP's public utility subsidiaries performs marketing, generation
dispatch, fuel procurement and power-related risk management and trading
activities.
Electric Generation
Facilities
AEP's public utility subsidiaries own approximately 38,000 MW of domestic
generation. See Deactivation and Planned Disposition of Generating Facilities
for a discussion of planned sales of certain of AEP's generating facilities.
Pursuant to regulatory orders, the AEP public utility subsidiaries operate their
generating facilities as a single interconnected and coordinated electric
utility system. See Item 2 -- Properties for more information regarding AEP's
generation capacity.
AEP Power Pool and CSW Operating Agreement
APCo, CSPCo, I&M, KPCo and OPCo are parties to the Interconnection Agreement,
dated July 6, 1951, as amended (Interconnection Agreement), defining how they
share the costs and benefits associated with their generating plants. This
sharing is based upon each company's "member-load-ratio." The Interconnection
Agreement has been approved by the FERC.
The member-load ratio is calculated monthly by dividing such company's
highest monthly peak demand for the last twelve months by the aggregate of the
highest monthly peak demand for the last twelve months for all east zone
operating companies. As of December 31, 2003, the member-load ratios were as
follows:
Peak
Demand Member-Load
(MW) Ratio (%)
APCo............... 6,873 31.7
CSPCo.............. 3,871 17.9
I&M................ 4,243 19.6
KPCo............... 1,564 7.2
OPCo............... 5,121 23.6
Although the FERC has approved CSPCo's and OPCo's request to withdraw from
the AEP Power Pool as part of its order approving the settlement agreements and
AEP's FERC restructuring application, CSPCo and OPCo plan to remain functionally
separated through at least December 31, 2008 as provided by their rate
stabilization plan filed with the PUCO. See Management's Financial Discussion
and Analysis and Financial Condition, under the heading entitled Corporate
Separation, included in the 2003 Annual Reports and Note 6 to the consolidated
financial statements, entitled Customer Choice and Industry Restructuring,
included in the 2003 Annual Reports, for a discussion of AEP's corporate
separation plan.
The following table shows the net (credits) or charges allocated among the
parties under the Interconnection Agreement and AEP System Interim Allowance
Agreement during the years ended December 31, 2001, 2002 and 2003:
2001 2002 2003
--------- --------- -------
(in thousands)
APCo............... $ 256,700 $ 127,000 $ 218,000
CSPCo.............. 251,200 267,000 276,800
I&M................ (166,200) (113,600) (118,800)
KPCo............... 27,600 46,500 38,400
OPCo............... (369,300) (326,900) (414,400)
PSO, SWEPCo, TCC, TNC, and AEPSC are parties to a Restated and Amended
Operating Agreement originally dated as of January 1, 1997 (CSW Operating
Agreement), which has been approved by the FERC. The CSW Operating Agreement
requires the west zone public utility subsidiaries to maintain adequate annual
planning reserve margins and requires the subsidiaries that have capacity in
excess of the required margins to make such capacity available for sale to other
AEP west zone public utility subsidiaries as capacity commitments. Parties are
compensated for energy delivered to recipients based upon the deliverer's
incremental cost plus a portion of the recipient's savings realized by the
purchaser that avoids the use of more costly alternatives. Revenues and costs
arising from third party sales are shared based on the amount of energy each
west zone public utility subsidiary contributes that is sold to third parties.
Upon the sale of its generation assets, TCC will no longer supply generating
capacity under the CSW Operating Agreement.
The following table shows the net (credits) or charges allocated among the
parties under the CSW Operating Agreement during the years ended December 31,
2001, 2002 and 2003:
2001 2002 2003
-------- -------- ------
(in thousands)
PSO................. $ 6,500 $ 53,700 $ 44,000
SWEPCo.............. (62,300) (67,800) (46,600)
TCC................. 13,500 (15,400) (29,500)
TNC................. 42,300 29,500 32,100
Power generated by or allocated or provided under the Interconnection
Agreement or CSW Operating Agreement to any public utility subsidiary is
primarily sold to customers (or in the case of the ERCOT area of Texas, REPs) by
such public utility subsidiary at rates approved (other than in the ERCOT area
of Texas) by the public utility commission in the jurisdiction of sale. In Ohio,
Virginia and the ERCOT area of Texas, such rates are based on a statutory
formula as those jurisdictions transition to the use of market rates for
generation. See Regulation -- Rates.
Under both the Interconnection Agreement and CSW Operating Agreement, power
generated that is not needed to serve the native load of any public utility
subsidiary is sold in the wholesale market by AEPSC on behalf of the generating
subsidiary. See Risk Management and Trading for a discussion of the trading and
marketing of such power.
AEP's System Integration Agreement, which has been approved by the FERC,
provides for the integration and coordination of AEP's east and west zone
operating subsidiaries. This includes joint dispatch of generation within the
AEP System and the distribution, between the two zones, of costs and benefits
associated with the transfers of power between the two zones (including sales to
third parties and risk management and trading activities). It is designed to
function as an umbrella agreement in addition to the Interconnection Agreement
and the CSW Operating Agreement, each of which controls the distribution of
costs and benefits within each zone.
Risk Management and Trading
AEPSC, as agent for AEP's public utility subsidiaries, sells excess power
into the market and engages in power and natural gas risk management and trading
activities focused in regions in which AEP traditionally operates. These
activities primarily involve the purchase and sale of electricity (and to a
lesser extent, natural gas) under physical forward contracts at fixed and
variable prices. These contracts include physical transactions, over-the-counter
swaps and exchange-traded futures and options. The majority of physical forward
contracts are typically settled by entering into offsetting contracts. These
transactions are executed with numerous counterparties or on exchanges.
Counterparties and exchanges may require cash or cash related instruments to be
deposited on these transactions as margin against open positions. As of December
31, 2003, counterparties have posted approximately $45 million in cash, cash
equivalents or letters of credit with AEPSC for the benefit of AEP's public
utility subsidiaries. Since open trading contracts are valued based on changes
in market power prices, exposures change daily.
Fuel Supply
The following table shows the sources of power generated by the AEP System:
2001 2002 2003
Coal.......................... 74% 78% 80%
Natural Gas................... 12% 8% 7%
Nuclear....................... 11% 11% 9%
Hydroelectric and other....... 3% 3% 4%
Variations in the generation of nuclear power are primarily related to
refueling and maintenance outages. Variations in the generation of natural gas
power are primarily related to the availability of cheaper alternatives to
fulfill certain power requirements and the deactivation of certain gas-fired
plants owned by TCC and TNC.
Coal and Lignite: AEP's public utility subsidiaries procure coal and lignite
under a combination of purchasing arrangements including long-term contracts,
affiliate operations, short-term, and spot agreements with various producers and
coal trading firms. Management believes, but cannot provide assurances that,
AEP's public utility subsidiaries will be able to secure coal and lignite of
adequate quality and in adequate quantities to operate their coal and
lignite-fired units. See Investments-Other for a discussion of AEP's coal
marketing and transportation operations.
The following table shows the amount of coal delivered to the AEP System
during the past three years and the average delivered price of spot coal
purchased by System companies:
2001 2002 2003
---- ---- ----
Total coal delivered to AEP operated plants
(thousands of tons)........................... 73,889 76,442 76,042
Average price per ton of spot-purchased coal... $27.30 $27.06 $28.91
The coal supplies at AEP System plants vary from time to time depending on
various factors, including customers' usage of electric power, space
limitations, the rate of consumption at particular plants, labor issues and
weather conditions which may interrupt deliveries. At December 31, 2003, the
System's coal inventory was approximately 42 days of normal usage. This estimate
assumes that the total supply would be utilized through the operation of plants
that use coal most efficiently.
In cases of emergency or shortage, system companies have developed programs
to conserve coal supplies at their plants. Such programs have been filed and
reviewed with officials of federal and state agencies and, in some cases, the
relevant state regulatory agency has prescribed actions to be taken under
specified circumstances by System companies, subject to the jurisdiction of such
agency.
The FERC has adopted regulations relating, among other things, to the
circumstances under which, in the event of fuel emergencies or shortages, it
might order electric utilities to generate and transmit electric power to other
regions or systems experiencing fuel shortages, and to ratemaking principles by
which such electric utilities would be compensated. In addition, the federal
government is authorized, under prescribed conditions, to allocate coal and to
require the transportation thereof, for the use of power plants or major
fuel-burning installations.
Natural Gas: AEP, through its public utility subsidiaries, consumed over 138
billion cubic feet of natural gas during 2003 for generating power. A majority
of the gas-fired power plants are connected to at least two natural gas
pipelines, which provides greater access to competitive supplies and improves
reliability. A portfolio of long-term and short-term purchase and transportation
agreements (that are entered into on a competitive basis and based on market
prices) supplies natural gas requirements for each plant.
Nuclear: I&M and STPNOC have made commitments to meet certain of the nuclear
fuel requirements of the Cook Plant and STP, respectively. Steps currently are
being taken, based upon the planned fuel cycles for the Cook Plant, to review
and evaluate I&M's requirements for the supply of nuclear fuel. I&M has made and
will make purchases of uranium in various forms in the spot, short-term, and
mid-term markets until it decides that deliveries under long-term supply
contracts are warranted. TCC and the other STP participants have entered into
contracts with suppliers for (i) 100% of the uranium concentrate sufficient for
the operation of both STP units through spring 2006 and (ii) 50% of the uranium
concentrate needed for STP through spring 2007. See Deactivation and Planned
Disposition of Generation Facilities for more information about TCC's interest
in STP.
For purposes of the storage of high-level radioactive waste in the form of
spent nuclear fuel, I&M has completed modifications to its spent nuclear fuel
storage pool. AEP anticipates that the Cook Plant has storage capacity to permit
normal operations through 2012. STP has on-site storage facilities with the
capability to store the spent nuclear fuel generated by the STP units over their
licensed lives.
Nuclear Waste and Decommissioning
I&M, as the owner of the Cook Plant, and TCC, as a partial owner of STP, have
a significant future financial commitment to safely dispose of spent nuclear
fuel and decommission and decontaminate the plants. The ultimate cost of
retiring the Cook Plant and STP may be materially different from estimates and
funding targets as a result of the:
o Type of decommissioning plan selected;
o Escalation of various cost elements (including, but not limited to,
general inflation);
o Further development of regulatory requirements governing decommissioning;
o Limited availability to date of significant experience in
decommissioning such facilities;
o Technology available at the time of decommissioning differing significantly
from that assumed in these studies;
o Availability of nuclear waste disposal facilities; and
o Approval of the Cook Plant's license extension.
Accordingly, management is unable to provide assurance that the ultimate cost of
decommissioning the Cook Plant and STP will not be significantly different than
current projections.
See Management's Financial Discussion and Analysis of Results of Operations
and Note 7 to the consolidated financial statements, entitled Commitments and
Contingencies, included in the 2003 Annual Reports, for information with respect
to nuclear waste and decommissioning and related litigation.
Low-Level Radioactive Waste: The LLWPA mandates that the responsibility for
the disposal of low-level radioactive waste rests with the individual states.
Low-level radioactive waste consists largely of ordinary refuse and other items
that have come in contact with radioactive materials. Michigan and Texas do not
currently have disposal sites for such waste available. AEP cannot predict when
such sites may be available, but South Carolina and Utah operate low-level
radioactive waste disposal sites and accept low-level radioactive waste from
Michigan and Texas. AEP's access to the South Carolina facility is currently
allowed through the end of fiscal year 2008. There is currently no set date
limiting AEP's access to the Utah facility.
Deactivation and Planned Disposition of Generation Facilities
In September 2002, AEP indicated to ERCOT its intent to deactivate 16
gas-fired power plants (8 TCC plants and 8 TNC plants). ERCOT subsequently
conducted reliability studies that determined that seven plants (4 TCC plants
and 3 TNC plants) would be required to ensure reliability of the electricity
grid. As a result of these studies, ERCOT and AEP mutually agreed to enter into
reliability must run agreements to continue operation of these seven plants.
With ERCOT's approval, AEP deactivated the remaining nine plants. The agreements
allowed ERCOT to terminate the agreement with 90 days notice if the facility was
no longer needed to ensure reliability of the electricity grid. ERCOT provided
such notice with respect to one TNC plant in August 2003 and the plant was
deactivated. AEP and ERCOT agreed to new reliability must run contracts at the
remaining six plants through December 2004, subject to the same termination
provision.
TCC is conducting an auction to sell all of its generation facilities in
Texas to establish the market value of the assets and TCC's stranded costs in
accordance with the Texas Act. See Texas Regulatory Assets and Stranded Cost
Recovery and Post-Restructuring Wires Charges. The competitive bidding process
began in June 2003 after the PUCT issued a rule confirming TCC's ability to
establish the value of its generation assets and amount of stranded costs by
selling the generation assets. The PUCT has engaged a consultant and designated
a team to monitor the auction and advise TCC on the sale of its generating
assets, including requirements of the Texas Act for establishing stranded costs.
The assets to be sold have a generating capacity of 4,497 MW and include
eight gas-fired generating plants, one coal-fired plant, TCC's interest in
Oklaunion Power Station, a hydroelectric facility and TCC's interest in STP. TCC
has entered into agreements to sell its 7.8% share of Oklaunion Power Station
and 25.2% share in STP and is continuing to evaluate bids for its remaining
generation assets. See Note 6 to the consolidated financial statements entitled
Customer Choice and Industry Restructuring, included in the 2003 Annual Reports,
for more information on the planned disposition of TCC generation facilities.
Structured Arrangements Involving Capacity, Energy, and Ancillary Services
In January 2000, OPCo and NPC, an affiliate of Buckeye, entered into an
agreement relating to the construction and operation of a 510 MW gas-fired
electric generating peaking facility to be owned by NPC. OPCo is entitled to
100% of the power generated by the facility, and is responsible for the fuel and
other costs of the facility through 2005. After 2005, NPC and OPCo will be
entitled to 80% and 20%, respectively, of the power of the facility, and both
parties will generally be responsible for the fuel and other costs of the
facility.
Certain Power Agreements
AEGCo: Since its formation in 1982, AEGCo's business has consisted of the
ownership and financing of its 50% interest in Unit 1 of the Rockport Plant and,
since 1989, leasing of its 50% interest in Unit 2 of the Rockport Plant. The
operating revenues of AEGCo are derived from the sale of capacity and energy
associated with its interest in the Rockport Plant to I&M and KPCo pursuant to
unit power agreements, which have been approved by the FERC.
The I&M Power Agreement provides for the sale by AEGCo to I&M of all the
capacity (and the energy associated therewith) available to AEGCo at the
Rockport Plant. I&M is obligated, whether or not power is available from AEGCo,
to pay as a demand charge for the right to receive such power (and as an energy
charge for any associated energy taken by I&M). Such amounts, when added to
amounts received by AEGCo from any other sources, will be at least sufficient to
enable AEGCo to pay all its operating and other expenses, including a rate of
return on the common equity of AEGCo as approved by FERC, currently 12.16%. The
I&M Power Agreement will continue in effect until the date that the last of the
lease terms of Unit 2 of the Rockport Plant has expired unless extended in
specified circumstances.
Pursuant to an assignment between I&M and KPCo, and a unit power agreement
between KPCo and AEGCo, AEGCo sells KPCo 30% of the capacity (and the energy
associated therewith) available to AEGCo from both units of the Rockport Plant.
KPCo has agreed to pay to AEGCo the same amounts which I&M would have paid AEGCo
under the terms of the I&M Power Agreement for such entitlement. The KPCo unit
power agreement expires on December 31, 2004.
AEGCo and AEP have entered into a capital funds agreement pursuant to which,
among other things, AEP has unconditionally agreed to make cash capital
contributions, or in certain circumstances subordinated loans, to AEGCo to the
extent necessary to enable AEGCo to (i) maintain such an equity component of
capitalization as required by governmental regulatory authorities; (ii) provide
its proportionate share of the funds required to permit commercial operation of
the Rockport Plant; (iii) enable AEGCo to perform all of its obligations,
covenants and agreements under, among other things, all loan agreements, leases
and related documents to which AEGCo is or becomes a party (AEGCo Agreements);
and (iv) pay all indebtedness, obligations and liabilities of AEGCo (AEGCo
Obligations) under the AEGCo Agreements, other than indebtedness, obligations or
liabilities owing to AEP. The capital funds agreement will terminate after all
AEGCo Obligations have been paid in full.
OVEC: AEP, CSPCo and several unaffiliated utility companies jointly own OVEC.
The aggregate equity participation of AEP and CSPCo in OVEC is 44.2%. Until
September 1, 2001, OVEC supplied from its generating capacity the power
requirements of a uranium enrichment plant near Portsmouth, Ohio owned by the
DOE. The sponsoring companies are now entitled to receive and pay for all OVEC
capacity (approximately 2,200 MW) in proportion to their power participation
ratios. The aggregate power participation ratio of APCo, CSPCo, I&M and OPCo is
42.1%. The proceeds from the sale of power by OVEC are designed to be sufficient
for OVEC to meet its operating expenses and fixed costs and to provide a return
on its equity capital. The Inter-Company Power Agreement, which defines the
rights of the owners and sets the power participation ratio of each, will expire
by its terms on March 12, 2006. The AEP-affiliated owners of OVEC are evaluating
the need for environmental investments related to their ownership interests.
Buckeye: Contractual arrangements among OPCo, Buckeye and other
investor-owned electric utility companies in Ohio provide for the transmission
and delivery, over facilities of OPCo and of other investor-owned utility
companies, of power generated by the two units at the Cardinal Station owned by
Buckeye and back-up power to which Buckeye is entitled from OPCo under such
contractual arrangements, to facilities owned by 25 of the rural electric
cooperatives which operate in the State of Ohio at 342 delivery points. Buckeye
is entitled under such arrangements to receive, and is obligated to pay for, the
excess of its maximum one-hour coincident peak demand plus a 15% reserve margin
over the 1,226,500 kilowatts of capacity of the generating units which Buckeye
currently owns in the Cardinal Station. Such demand, which occurred on January
23, 2003, was recorded at 1,409,726 kilowatts.
Electric Transmission and Distribution
General
AEP's public utility subsidiaries (other than AEGCo) own and operate
transmission and distribution lines and other facilities to deliver electric
power. See Item 2--Properties for more information regarding the transmission
and distribution lines. Most of the transmission and distribution services are
sold, in combination with electric power, to retail customers of AEP's public
utility subsidiaries in their service territories. These sales are made at rates
established and approved by the state utility commissions of the states in which
they operate, and in some instances, approved by the FERC. See Regulation--
Rates. The FERC regulates and approves the rates for wholesale transmission
transactions. See Regulation-- FERC. As discussed below, some transmission
services also are separately sold to non-affiliated companies.
AEP's public utility subsidiaries (other than AEGCo) hold franchises or other
rights to provide electric service in various municipalities and regions in
their service areas. In some cases, these franchises provide the utility with
the exclusive right to provide electric service. These franchises have varying
provisions and expiration dates. In general, the operating companies consider
their franchises to be adequate for the conduct of their business. For a
discussion of competition in the sale of power, see Competition.
AEP Transmission Pool
Transmission Equalization Agreement: APCo, CSPCo, I&M, KPCo and OPCo operate
their transmission lines as a single interconnected and coordinated system and
are parties to the Transmission Equalization Agreement, dated April 1, 1984, as
amended (TEA), defining how they share the costs and benefits associated with
their relative ownership of the extra-high-voltage transmission system
(facilities rated 345 KV and above) and certain facilities operated at lower
voltages (138 KV and above). The TEA has been approved by the FERC. Sharing
under the TEA is based upon each company's "member-load ratio." The member-load
ratio is calculated monthly by dividing such company's highest monthly peak
demand for the last twelve months by the aggregate of the highest monthly peak
demand for the last twelve months for all east zone operating companies. As of
December 31, 2003, the member-load ratios were as follows:
Peak
Demand Member-Load
(MW) Ratio (%)
APCo............... 6,873 31.7
CSPCo.............. 3,871 17.9
I&M................ 4,243 19.6
KPCo............... 1,564 7.2
OPCo............... 5,121 23.6
The following table shows the net (credits) or charges allocated among the
parties to the TEA during the years ended December 31, 2001, 2002 and 2003:
2001 2002 2003
-------- -------- ------
(in thousands)
APCo..................... $ (3,100) $(13,400)$ 0
CSPCo.................... 40,200 42,200 38,200
I&M...................... (41,300) (36,100) (39,800)
KPCo..................... (4,600) (5,400) (5,600)
OPCo..................... 8,800 12,700 7,200
Transmission Coordination Agreement: PSO, SWEPCo, TCC, TNC and AEPSC are
parties to a Transmission Coordination Agreement originally dated as of January
1, 1997 (TCA). The TCA has been approved by the FERC and establishes a
coordinating committee, which is charged with the responsibility of overseeing
the coordinated planning of the transmission facilities of the west zone public
utility subsidiaries, including the performance of transmission planning
studies, the interaction of such subsidiaries with independent system operators
and other regional bodies interested in transmission planning and compliance
with the terms of the OATT filed with the FERC and the rules of the FERC
relating to such tariff.
Under the TCA, the west zone public utility subsidiaries have delegated to
AEPSC the responsibility of monitoring the reliability of their transmission
systems and administering the AEP OATT on their behalf. The TCA also provides
for the allocation among the west zone public utility subsidiaries of revenues
collected for transmission and ancillary services provided under the AEP OATT.
The following table shows the net (credits) or charges allocated among the
parties to the TCA during the years ended December 31, 2001, 2002 and 2003:
2001 2002 2003
------- ------- ------
(in thousands)
PSO....................... $ 4,000 $ 4,200 $ 4,200
SWEPCo.................... 5,400 5,000 5,000
TCC....................... (3,900) (3,600) (3,600)
TNC....................... (5,500) (5,600) (5,600)
Transmission Services for Non-Affiliates: In addition to providing
transmission services in connection with their own power sales, AEP's public
utility subsidiaries and other System companies also provide transmission
services for non-affiliated companies. See Regional Transmission Organizations.
AEP's public utility subsidiaries are subject to regulation by the FERC under
the FPA in respect of transmission of electric power.
Coordination of East and West Zone Transmission: AEP's System Transmission
Integration Agreement provides for the integration and coordination of the
planning, operation and maintenance of the transmission facilities of AEP's east
and west zone public utility subsidiaries. The System Transmission Integration
Agreement functions as an umbrella agreement in addition to the TEA and the TCA.
The System Transmission Integration Agreement contains two service schedules
that govern:
o The allocation of transmission costs and revenues and
o The allocation of third-party transmission costs and revenues and System
dispatch costs.
The System Transmission Integration Agreement contemplates that additional
service schedules may be added as circumstances warrant.
Regional Transmission Organizations
On April 24, 1996, the FERC issued orders 888 and 889. These orders require
each public utility that owns or controls interstate transmission facilities to
file an open access network and point-to-point transmission tariff that offers
services comparable to the utility's own uses of its transmission system. The
orders also require utilities to functionally unbundle their services, by
requiring them to use their own tariffs in making off-system and third-party
sales. As part of the orders, the FERC issued a pro-forma tariff that reflects
the Commission's views on the minimum non-price terms and conditions for
non-discriminatory transmission service. In addition, the orders require all
transmitting utilities to establish an Open Access Same-time Information System
(OASIS), which electronically posts transmission information such as available
capacity and prices, and require utilities to comply with Standards of Conduct
that prohibit utilities' system operators from providing non-public transmission
information to the utility's merchant energy employees. The orders also allow a
utility to seek recovery of certain prudently incurred stranded costs that
result from unbundled transmission service.
In December 1999, FERC issued Order 2000, which provides for the voluntary
formation of RTOs, entities created to operate, plan and control utility
transmission assets. Order 2000 also prescribes certain characteristics and
functions of acceptable RTO proposals.
AEP is required, as a condition of FERC's approval in 2000 of AEP's merger
with CSW, to transfer functional control of its transmission facilities to one
or more RTOs. In May 2002, AEP announced an agreement with PJM to pursue terms
for its east zone public utility subsidiaries to participate in PJM, a
FERC-approved RTO. In July 2002, the FERC tentatively approved AEP subsidiaries'
decision to join PJM, subject to certain conditions being met. The satisfaction
of these conditions may only be partially within AEP's control.
In December 2002, AEP's public utility subsidiaries filed applications with
the state utility commissions of Indiana, Kentucky, Ohio and Virginia requesting
approval of the transfer of functional control of transmission assets in those
states to PJM. The status of these applications is as follows:
o The IURC conditionally approved the transfer of functional control of
I&M's transmission assets to an RTO in September 2003, though the
satisfaction of these conditions is not fully within I&M's or AEP's
control;
o In July 2003, the KPSC denied KPCo's request to join PJM based on a
lack of evidence that it would benefit Kentucky retail customers, but
granted KPCo's request for rehearing. KPCo filed a cost/benefit study
in December 2003 and a rehearing has been scheduled for April 2004;
o CSPCo and OPCo filed an application seeking approval of their plan to
join PJM in December 2002. In addition, a group of complainants
have filed a complaint with the PUCO alleging that CSPCo and OPCo
have violated Ohio law by not participating in an RTO and seeking
(i) a suspension of certain transmission-related charges to
customers, (ii) requiring that CSPCo and OPCo continue to offer
service at the prices set forth in their 1999 transition plan filing
until January 1, 2006 and (iii) a penalty of $25,000 for each day
that CSPCo and OPCo do not participate in an RTO. The PUCO
consolidated our application with the complaint in February 2003.
The PUCO has stayed the matter pending greater clarification with
respect to RTO matters at the FERC and elsewhere;
o In February 2003, the Virginia legislature enacted legislation that
would prohibit the transfer of functional control of transmission
assets to an RTO until at least July 2004 and thereafter only with
VSCC approval. The legislation requires a transfer by January 2005.
In January 2004, APCo filed a supplement to its application with the
VSCC consisting of a cost/benefit analysis of its participation in
PJM and additional information required by the VSCC. A hearing on
APCo's Virginia application is scheduled for July 2004.
In November 2003, the FERC issued an order (i) proposing to exempt AEP's east
zone public utility subsidiaries from Kentucky and Virginia laws requiring state
approval of the AEP east zone public utility subsidiaries' transfer of
functional control of their transmission assets to an RTO and (ii) directing
AEP's east zone public utility subsidiaries to join PJM by October 1, 2004.
Several issues, including whether the FERC may exempt AEP's east zone public
utility subsidiaries from Kentucky and Virginia law preventing them from joining
an RTO, have been heard by an administrative law judge. The FERC has directed
that an initial decision be issued by the ALJ by March 15, 2004.
SWEPCo and PSO currently intend to transfer functional control of their
transmission assets to SPP subject to receipt of appropriate regulatory
approvals. In February 2004, the FERC conditionally approved SPP as an RTO. The
Arkansas Public Service Commission and LPSC have required filings related to
SWEPCo's and PSO's transfer of functional control of transmission facilities to
an RTO. The remaining west zone public utility subsidiaries (TCC and TNC) are
members of ERCOT.
See Note 4 to the consolidated financial statements, entitled Rate Matters,
included in the 2003 Annual Reports and Management's Financial Discussion and
Analysis of Results of Operations under the heading entitled RTO Formation for a
discussion of public utility subsidiary participation in RTOs.
Regional Through and Out Rates
The FERC has proposed to eliminate our ability to collect certain
transmission charges associated with the transmission assets of our east zone
public utility subsidiaries and implement transitional rates to mitigate the
lost revenues for a two-year period commencing May 1, 2004. The FERC did not
indicate how or if the lost revenues would be recovered after the expiration of
the transitional rates. Management, however, believes that we are entitled to
recover costs of owning and operating these facilities, including a reasonable
rate of return. See Management's Financial Discussion and Analysis of Results of
Operations under the heading entitled FERC Order on Regional Through and Out
Rates for more information.
Regulation
General
Except for retail generation sales in Ohio, Virginia and the ERCOT area of
Texas, AEP's public utility subsidiaries' retail rates and certain other matters
are subject to traditional regulation by the state utility commissions. Retail
sales in Michigan, while still regulated, are now made at unbundled rates. Other
states in AEP's service territory have also passed restructuring legislation
that has not been implemented or has been repealed. See Electric Restructuring
and Customer Choice Legislation and Rates. AEP's subsidiaries are also subject
to regulation by the FERC under the FPA. I&M and TCC are subject to regulation
by the NRC under the Atomic Energy Act of 1954, as amended, with respect to the
operation of the Cook Plant and STP, respectively. AEP and certain of its
subsidiaries are also subject to the broad regulatory provisions of PUHCA
administered by the SEC.
Rates
Historically, state utility commissions have established electric service
rates on a cost-of-service basis, which is designed to allow a utility an
opportunity to recover its cost of providing service and to earn a reasonable
return on its investment used in providing that service. A utility's cost of
service generally reflects its operating expenses, including operation and
maintenance expense, depreciation expense and taxes. State utility commissions
periodically adjust rates pursuant to a review of (i) a utility's revenues and
expenses during a defined test period and (ii) such utility's level of
investment. Absent a legal limitation, such as a law limiting the frequency of
rate changes or capping rates for a period of time as part of a transition to
customer choice of generation suppliers, a state utility commission can review
and change rates on its own initiative. Some states may initiate reviews at the
request of a utility, customer, governmental or other representative of a group
of customers. Such parties may, however, agree with one another not to request
reviews of or changes to rates for a specified period of time.
The rates of AEP's public utility subsidiaries are generally based on the
cost of providing traditional bundled electric service (i.e., generation,
transmission and distribution service). In Ohio, Virginia and the ERCOT area of
Texas, rates are transitioning from bundled cost-based rates for electric
service to unbundled cost-based rates for transmission and distribution service
on the one hand, and market pricing for and/or customer choice of generation on
the other.
Historically, the state regulatory frameworks in the service area of the AEP
System reflected specified fuel costs as part of bundled (or, more recently,
unbundled) rates or incorporated fuel adjustment clauses in a utility's rates
and tariffs. Fuel adjustment clauses permit periodic adjustments to fuel cost
recovery from customers and therefore provide protection against exposure to
fuel cost changes. While the historical framework remains in a portion of AEP's
service territory, recovery of increased fuel costs is no longer provided for in
Ohio. Fuel recovery is also limited in the ERCOT area of Texas, but because AEP
sold MECPL and MEWTU, there is little impact on AEP of fuel recovery procedures
related to service in ERCOT.
The following state-by-state analysis summarizes the regulatory environment
of each jurisdiction in which AEP operates. Several public utility subsidiaries
operate in more than one jurisdiction.
Indiana: I&M provides retail electric service in Indiana at a bundled rate
approved by the IURC. While rates are set on a cost-of-service basis, utilities
may also generally seek to adjust fuel clause rates quarterly. I&M's base rate
is capped through December 31, 2004. Its fuel recovery rate was capped through
February 29, 2004 but is expected to return to traditional cost recovery.
Ohio: CSPCo and OPCo each operates as a functionally separated utility and
provides "default" retail electric service to customers at unbundled rates
pursuant to the Ohio Act through December 31, 2005. Market-based default retail
generation service rates will be determined in accordance with PUCO rules after
December 31, 2005, unless the rate stabilization plan filed by CSPCo and OPCo
(which, among other things, addresses default retail generation service rates
from January 1, 2006 through December 31, 2008) is approved by the PUCO, in
which case retail generation rates would be determined consistent with the rate
stabilization plan until December 31, 2008. CSPCo and OPCo are and will continue
to provide distribution services to retail customers at rates approved by the
PUCO. These rates will be frozen from their levels as of December 31, 2005 to
(i) December 31, 2008 for CSPCo and (ii) December 31, 2007 (December 31, 2008,
if the rate stabilization plan is approved) for OPCo. Transmission services will
continue to be provided at rates established by the FERC. See Note 6 to the
consolidated financial statements, entitled Customer Choice and Industry
Restructuring, included in the 2003 Annual Reports, for more information.
Oklahoma: PSO provides retail electric service in Oklahoma at a bundled rate
approved by the OCC. PSO's rates are set on a cost-of-service basis. Fuel and
purchased energy costs above the amount included in base rates are recovered by
applying a fuel adjustment factor to retail kilowatt-hour sales. The factor is
adjusted quarterly and is based upon forecasted fuel and purchased energy costs.
Over or under collections of fuel costs for prior periods can be recovered when
new quarterly factors are established. See Note 4 to the consolidated financial
statements, entitled Rate Matters, included in the 2003 Annual Reports, for
information regarding current rate proceedings.
Texas: The Texas Act requires the legal separation of generation-related
assets from transmission and distribution assets. TCC and TNC currently operate
on a functionally separated basis. In January 2002, TCC and TNC transferred all
their retail customers in the ERCOT area of Texas to MECPL, MEWTU and AEP
Commercial and Industrial REP (an AEP affiliate). TNC's retail SPP customers
were ultimately transferred to Mutual Energy SWEPCo L.P. (an AEP affiliate). TCC
and TNC provide retail transmission and distribution service on a
cost-of-service basis at rates approved by the PUCT and wholesale transmission
service under tariffs approved by the FERC consistent with PUCT rules. See Note
4 to the consolidated financial statements, entitled Rate Matters, included in
the 2003 Annual Reports, for information on current rate proceedings.
In May 2003, the PUCT delayed competition in the SPP area of Texas until at
least January 1, 2007. As such, SWEPCo's Texas operations continue to operate
and to be regulated as a traditional bundled utility with both base and fuel
rates.
Virginia: APCo provides unbundled retail electric service in Virginia. APCo's
unbundled generation, transmission (which reflect FERC approved transmission
rates) and distribution rates as well as its functional separation plan were
approved by the VSCC in December 2001.
The Virginia Act capped base rates at their mid-1999 levels until the end of
the transition period (July 1, 2007), or sooner if the VSCC finds that a
competitive market for generation exists in Virginia. The Virginia Act permits
APCo to seek a one-time change to its capped non-generation rates after January
1, 2004. The Virginia Act allows adjustments to fuel rates during the transition
period and continues to permit utilities to recover their actual fuel costs, the
fuel component of their purchased power costs and certain capacity charges. APCo
recovers its generation capacity charges through capped base rates.
West Virginia: APCo and Wheeling Power Company provide retail electric
service at bundled rates approved by the WVPSC. A plan to introduce customer
choice was approved by the West Virginia Legislature in its 2000 legislative
session. However, implementation of that plan was placed on hold pending
necessary changes to the state's tax laws in a subsequent session. Those changes
have not been made. Management currently believes that implementation of the
plan is unlikely.
While West Virginia generally allows recovery of fuel costs, the most recent
proceeding resulted in the suspension of an active fuel clause for APCo and WPCo
(though they continue to recover fuel costs through fixed bundled rates). APCo
and Wheeling Power Company are currently unable to change the current level of
fuel cost recovery, though this ability could be reinstated in a future
proceeding.
Other Jurisdictions: The public utility subsidiaries of AEP also provide
service at regulated bundled rates in Arkansas, Kentucky, Louisiana and
Tennessee and regulated unbundled rates in Michigan.
The table below illustrates the current rate regulation status of the states
in which the public utility subsidiaries of AEP operate:
Percentage
Fuel Clause Rates Of AEP
System Sales System
Status of Base Rates for Profits Shared Retail
Jurisdiction Power Supply Energy Delivery Status Includes w/Ratepayers Revenues(1)
------------ -------------- --------------- -------- ---------- -------------- -----------
Ohio Frozen Distribution None Not applicable Not applicable 32%
through frozen through
2005(2) 2007 for OPCo and
2008 for CSP;
Transmission frozen
through 2005
Texas-ERCOT
(TCC, TNC) See footnote 3 Not capped or frozen Not applicable Not applicable Not applicable 9%(3)
Texas- SPP
(SWEPCo, TNC) Not capped or Active Fuel and fuel Yes, above base 5%
frozen portion of levels
purchased
power
Oklahoma Not capped or Active Fuel and fuel Yes 13%
frozen portion of
purchased
power
Indiana Capped until Active Fuel and Fuel No 10%
1/1/05 (4) portion of
purchased
power
Virginia Capped until Capped until Active Fuel and fuel No 9%
as late as late portion of
as 7/1/07(5) as 7/1/07(5) purchased
power
West Not capped or Suspended(6) Fuel and fuel Yes, but 9%
Virginia frozen portion of suspended
purchased
power
Louisiana Capped until Active Fuel and fuel Yes, above 4%
6/15/05 portion of base levels
purchased
power
Kentucky(7) Not capped or Active Fuel and fuel Yes, above 4%
frozen portion of base levels
purchased
power
Arkansas Not capped or Active Fuel and fuel Yes, above 2%
frozen portion of base levels
purchased
power
Michigan Capped until Capped until Active Fuel and fuel Yes, in some 2%
1/1/05(8) 1/1/05(8) portion of areas
purchased
power
Tennessee Not capped or Active Fuel and fuel No 1%
frozen portion of
purchased
power
- -------------
(1) Represents the percentage of revenues from sales to retail customers from
AEP utility companies operating in each state to the total AEP System
revenues from sales to retail customers for the year ended December 31, 2003.
(2) CSPCo and OPCo have filed a rate stabilization plan with the PUCO to
establish (after the market development period) a rate stabilization period
from January 1, 2006 through December 31, 2008 during which their default
retail generation rates would be established pursuant to such filing. The
rate stabilization plan would also extend OPCo's distribution rate freeze
through the end of 2008.
(3) Retail electric service in the ERCOT area of Texas is provided to most
customers through unaffiliated REPs which must offer PTB rates until January
1, 2007.
(4) Capped base rates pursuant to a 1999 settlement with base rate freeze
extended pursuant to merger stipulation.
(5) Base rates are capped until the earlier of July 1, 2007 or a finding by the
VSCC that a competitive market for generation exists. One-time change in
non-generation rates is allowed in Virginia.
(6) Expanded net energy clause suspended in West Virginia pursuant to a 1999
rate case stipulation, but subject to change in a future proceeding.
(7) KPCo applied for an environmental surcharge to recover costs incurred in
connection with the installation of emission control equipment and in 2003
the KPSC granted recovery of $18 million.
(8) Capped base and fuel rates pursuant to a 1999 settlement and base rates
extended pursuant to merger stipulation.
FERC
Under the FPA, FERC regulates rates for interstate sales at wholesale,
transmission of electric power, accounting and other matters, including
construction and operation of hydroelectric projects. FERC regulations require
AEP to provide open access transmission service at FERC-approved rates. The
transmission service regulated by FERC is predominantly wholesale transmission
service, which is service not associated with bundled electricity sales to
retail customers. FERC also regulates unbundled transmission service to retail
customers.
Under the FPA, the FERC regulates the sale of power for resale in interstate
commerce by (i) approving contracts for wholesale sales to municipal and
cooperative utilities and (ii) granting authority to public utilities to sell
power at wholesale at market-based rates upon a showing that the seller lacks
the ability to improperly influence market prices. AEP has market-rate authority
from FERC, under which most of its wholesale marketing activity takes place. In
November 2001, the FERC issued an order in connection with its triennial review
of AEP's market based pricing authority requiring (i) certain actions by AEP in
connection with its sales and purchases within its control area and (ii) posting
of information related to generation facility status on AEP's website. AEP has
appealed this order, and the FERC has issued an order delaying the effective
date of the order. This was done in connection with the FERC's adoption of a new
test called supply management assessment (SMA). In December 2003, the FERC
issued a staff paper discussing alternatives to SMA and held a technical
conference in January 2004. See Note 7 to the consolidated financial statements,
entitled Commitments and Contingencies, included in the 2003 Annual Reports, for
more information on the current status of this proceeding.
Electric Restructuring and Customer Choice Legislation
Certain states in AEP's service area have adopted restructuring or customer
choice legislation. In general, this legislation provides for a transition from
bundled cost-based rate regulated electric service to unbundled cost-based rates
for transmission and distribution service and market pricing for the supply of
electricity with customer choice of supplier. At a minimum, this legislation
allows retail customers to select alternative generation suppliers. Electric
restructuring and/or customer choice began on January 1, 2001 in Ohio and on
January 1, 2002 in Michigan, Virginia and the ERCOT area of Texas. Electric
restructuring in the SPP area of Texas has been delayed by the PUCT until at
least 2007. AEP's public utility subsidiaries operate in both the ERCOT and SPP
areas of Texas.
Implementation of legislation enacted in West Virginia to allow retail
customers to choose their electricity supplier is on hold. Before West
Virginia's choice plan can be effective, tax legislation must be passed to
preserve pre-legislation levels of funding for state and local governments. No
further legislation has been passed. Management currently believes that
implementation of the plan is unlikely. In February 2003, Arkansas repealed its
restructuring legislation.
See Note 5 to the consolidated financial statements, entitled Effects of
Regulation, included in the 2003 Annual Reports, for a discussion of the effect
of restructuring and customer choice legislation on accounting procedures. See
Note 6 to the consolidated financial statements entitled Customer Choice and
Industry Restructuring and Management's Financial Discussion and Analysis and
Financial Condition, included in the 2003 Annual Reports, under the heading
entitled Corporate Separation for a discussion of AEP's corporate separation
plan.
Michigan Customer Choice
Customer choice commenced for I&M's Michigan customers on January 1, 2002.
Rates for retail electric service for I&M's Michigan customers were unbundled
(though they continue to be regulated) to allow customers the ability to
evaluate the cost of generation service for comparison with other suppliers. At
December 31, 2003, none of I&M's Michigan customers had elected to change
suppliers and no alternative electric suppliers are registered to compete in
I&M's Michigan service territory.
Ohio Restructuring
The Ohio Act requires vertically integrated electric utility companies that
offer competitive retail electric service in Ohio to separate their generating
functions from their transmission and distribution functions. Following the
market development period (which will terminate no later than December 31,
2005), retail customers will receive distribution and, where applicable,
transmission service from the incumbent utility whose distribution rates will be
approved by the PUCO and whose transmission rates will be approved by the FERC.
CSPCo and OPCo have filed a rate stabilization plan with the PUCO that, among
other things, addresses default generation service rates from January 1, 2006
through December 31, 2008. See Regulation--FERC for a discussion of FERC
regulation of transmission rates and Regulation--Rates--Ohio for a discussion of
the impact of restructuring on distribution rates. If the PUCO approves the rate
stabilization plan filed by CSPCo and OPCo, they will remain functionally
separated through at least December 31, 2008.
Texas Restructuring
Signed into law in June of 1999, the Texas Act substantially amended the
regulatory structure governing electric utilities in Texas in order to allow
retail electric competition for all customers. Among other things, the Texas
Legislation:
o gave Texas customers the opportunity to choose their REP beginning January
1, 2002 (delayed until at least 2007 in the SPP portion of Texas),
o required each utility to legally separate into a REP, a power generation
company, and a transmission and distribution utility, and
o required that REPs obtain electricity at generally unregulated rates,
except that the prices that may be charged to residential and small
commercial customers by REPs affiliated with a utility within the
affiliated utility's service area are set by the PUCT, at the PTB, until
certain conditions in the Texas Legislation are met.
The Texas Act provides each affected utility an opportunity to recover its
generation related regulatory assets and stranded costs resulting from the legal
separation of the transmission and distribution utility from the generation
facilities and the related introduction of retail electric competition.
Regulatory assets consist of the Texas jurisdictional amount of
generation-related regulatory assets and liabilities in the audited financial
statements as of December 31, 1998. Stranded costs consist of the positive
excess of the net regulated book value of generation assets (as of December 31,
2001) over the market value of those assets, taking specified factors into
account, as ultimately determined in a PUCT true-up proceeding (the True-Up
Proceeding).
For a discussion of (i) regulatory assets and stranded costs subject to
recovery by TCC and (ii) rate adjustments made after implementation of
restructuring to allow recovery of certain costs by or with respect to TCC and
TNC, see Texas Regulatory Asset and Stranded Cost Recovery and
Post-Restructuring Wires Charges.
Virginia Restructuring
The Virginia Act was enacted in 1999 providing for retail choice of
generation suppliers to be phased in over the January 1, 2002 to January 1, 2004
period. The Virginia Act required jurisdictional utilities to unbundle their
power supply and energy delivery rates and to file functional separation plans
by January 1, 2002. APCo filed its plan and, following VSCC approval of a
settlement agreement, now operates in Virginia as a functionally separated
electric utility charging unbundled rates for its retail sales of electricity.
The settlement agreement addressed functional separation, leaving decisions
related to legal separation for later VSCC consideration.
Texas Regulatory Assets and Stranded Cost Recovery and Post-Restructuring
Wires Charges
TCC and TNC may recover generation-related regulatory assets and
plant-related stranded costs. Regulatory assets consist of the Texas
jurisdictional amount of generation-related regulatory assets and liabilities in
the audited financial statements as of December 31, 1998. Plant-related stranded
costs consist of the positive excess of the net regulated book value of
generation assets (as of December 31, 2001) over the market value of those
assets, taking specified factors into account. The Texas Act allows alternative
methods of valuation to determine the fair market value of generation assets,
including outright sale, full and partial stock valuation and asset exchanges,
and also, for nuclear generation assets, the ECOM model.
The Texas Act further permits utilities to establish a special purpose entity
to issue securitization bonds for the recovery of generation-related regulatory
assets and, after the 2004 true-up proceeding, the amount of plant-related
stranded costs and remaining generation-related regulatory assets not previously
securitized. Securitization bonds allow for regulatory assets and plant-related
stranded costs to be refinanced with recovery of the bond principal and
financing costs ensured through a non-bypassable rate surcharge by the regulated
transmission and distribution utility over the life of the securitization bonds.
Any plant-related stranded costs or generation-related regulatory assets not
recovered through the sale of securitization bonds may be recovered through a
separate non-bypassable competitive transition charge to transmission and
distribution customers.
Generation-Related Regulatory Assets
In 1999, TCC filed an application with the PUCT to securitize approximately
$1.27 billion of its retail generation-related regulatory assets and
approximately $47 million in other qualified restructuring costs. On March 27,
2000, the PUCT issued an order authorizing issuance of up to $797 million of
securitization bonds including $764 million for recovery of net generation-
related regulatory assets and $33 million for other qualified refinancing costs.
The securitization bonds were issued in February 2002. TCC has included a
transition charge in its distribution rates to repay the bonds over a 14-year
period. Another $185 million of regulatory assets are being recovered through
distribution rates beginning in January 2002. Remaining generation related
regulatory assets of approximately $195 million will be included in TCC's
request to recover stranded costs in the True-Up Proceeding.
Plant-Related Stranded Costs
It is anticipated that TCC will have significant plant-related stranded
costs following the planned sale of its generation assets. As noted, stranded
costs are ultimately determined in the True-Up Proceeding. The PUCT adopted a
rule regarding the timing of the True-Up Proceedings scheduling TNC's filing
(which has no generation related stranded costs) in May 2004 and TCC's filing in
September 2004 or 60 days after the completion of the sale of TCC's generation
assets, if later.
2004 True-Up Proceedings
The purpose of the True-Up Proceeding is to (i) quantify and reconcile the
amount of plant-related stranded costs and generation-related regulatory assets
taking into account amounts that have not been securitized; (ii) conduct
wholesale capacity auction true-ups; (iii) establish final fuel recovery
balances; (iv) determine the retail clawback component; and (v) quantify
unrefunded excess earnings (collectively, the True-Up Adjustment). The True-Up
Adjustment will be reflected as either additional charges or credits to retail
customers through transmission and distribution rates collected by REPs and
remitted to the utility.
After final determination of True-Up Adjustments by the PUCT, TCC may
issue securitization bonds in an amount equal to the sum of (i) its
plant-related stranded costs (where applicable) and (ii) generation-related
regulatory assets, less its generation-related regulatory assets that have been
previously securitized. If securitization bonds are not issued to finance all
such amounts, TCC will seek recovery of these amounts as well as the other
components of the True-Up Adjustments through non-bypassable competition
transition charges in transmission and distribution rates.
Plant-Related Stranded Cost Determination: The Texas Legislation
authorized the use of several valuation methodologies to quantify plant-related
stranded costs in the True-Up Proceeding, including by the sale of assets. TCC
intends to sell its generation assets in order to obtain their market value for
the purpose of determining plant-related stranded costs for the True-Up
Proceeding and comply with the Texas Legislation. In the True-Up Proceeding, the
amount of plant-related stranded costs under this market valuation methodology
will be the amount by which net book value of TCC's generating assets exceeds
the market value of the generation assets as measured by the net proceeds from
the sale of the assets.
Wholesale Capacity Auction True-Up Component: The PUCT used a computer model
or projection, called an ECOM model, to estimate stranded costs related to
generation plant assets in the unbundled cost of service proceedings. See Note 4
to the consolidated financial statements, entitled Rate Matters, included in the
2003 Annual Reports for further discussion. In connection with using the ECOM
model to calculate the stranded cost estimate, the PUCT estimated the market
power prices that will be received in the competitive wholesale generation
market. Any difference between the ECOM model market prices and actual market
power prices as measured by generation capacity auctions required by the Texas
Legislation during the period of January 1, 2002 through December 31, 2003 will
be a component of the True-Up Proceeding, either increasing or decreasing the
amount of recovery for TCC. Actual market prices have been lower than the ECOM
model market prices. Therefore, TCC recorded a $480 million regulatory asset and
related revenues for 2002 and 2003.
Fuel Recovery Balance Determination: The fuel component will be determined by
the amount of fuel costs and expenses the PUCT approves based on a final fuel
reconciliation that TCC and TNC have filed. In 2002, TNC filed with the PUCT to
reconcile fuel costs and to defer any unrecovered portion applicable to retail
sales within its ERCOT service area for inclusion in the True-Up Proceeding. In
January 2004, the PUCT announced a final ruling in TNC's fuel reconciliation
case that established TNC's unrecovered fuel balance, including interest for the
ERCOT service territory, at $6.2 million. This balance will be included in TNC's
2004 true-up proceeding. In 2002, TCC filed with the PUCT to reconcile fuel
costs and to establish its deferred over-recovery of fuel balance for inclusion
in the 2004 True-Up Proceeding. In February 2004, an ALJ issued recommendations
finding a $205 million over-recovery in this fuel proceeding. See TCC Fuel
Reconciliation and TNC Fuel Reconciliation in Note 4 to the consolidated
financial statements, entitled Rate Matters, included in the 2003 Annual
Reports, for further discussion. Any over-recovery, plus interest thereon, will
be credited to customers as a component of the True-Up Proceeding.
Retail Clawback Component: The Texas Legislation provides for each price to
beat (PTB) retail electricity provider (REP) to refund to its affiliated
transmission and distribution utility the excess of the PTB revenues over market
prices (subject to certain conditions and a limitation of $150 per customer).
This retail clawback applies only to the (i) residential and (ii) small
commercial classes of customers. If 40% of the load for such customer class is
served by competitive REPs, the retail clawback is not applied for such class.
During 2003, TCC and TNC filed to notify the PUCT that competitive REPs serve
over 40% of the load in the small commercial class. The PUCT has ruled that this
threshold has been met with respect to the small commercial class for each of
TCC and TNC. AEP had accrued a total regulatory liability of approximately $66
million for all obligations related to retail clawback on its REP's books. As a
result of the PUCT ruling on the small commercial retail clawback, $9 million of
this regulatory liability was no longer required and was reversed.
Unrefunded Excess Earnings Component: The Texas Legislation provides, as a
component of the True-Up Proceeding, for an earnings test each year from 1999
through 2001. The Texas Legislation requires PUCT approval of the annual
earnings test calculation. The PUCT has ruled that each of SWEPCo, TCC and TNC
has excess earnings and, in certain instances, has ordered a reduction in
distribution rates for the purpose of eliminating such excess earnings. AEP has
appealed both the methodology of determining excess earnings and the reduction
of distribution rates. See Note 4 to the consolidated financial statements,
entitled Rate Matters, included in the 2003 Annual Reports, for further
discussion, including the specific amounts in dispute. The PUCT rulings and the
reduction in distribution rates effectively removes unrefunded excess earnings
as a component to be determined by the True-Up Proceedings. To the extent AEP
prevails in its appeal of the reduction in distribution rates, unrefunded excess
earnings, as finally determined, would be included in the True-Up Proceedings
and result in a reduction of the True-Up Adjustment.
Pursuant to PUCT rules, if total stranded costs determined in the 2004
True-Up Proceeding are less than the amount of previously securitized regulatory
assets, the PUCT can implement an offsetting credit to transmission and
distribution rates. The Texas Third Court of Appeals ruled in February 2003 that
the Texas Legislation does not contemplate the refunding to customers of
negative stranded costs. In addition, the Court ruled that negative stranded
costs cannot be offset against other true-up adjustments including final
under-recovered fuel amounts. Portions of this ruling have been appealed to the
Texas Supreme Court. See Note 4 to the consolidated financial statements,
entitled Rate Matters, included in the 2003 Annual Reports, for more
information.
Further Securitization Bonds and Wires Charges: After final determination of
its stranded costs and other true-up adjustments by the PUCT, TCC expects to
issue securitization bonds in the amount of its currently non-securitized
plant-related stranded costs and generation-related regulatory assets determined
in the 2004 true-up proceeding. The bonds can have a maximum term of 15 years.
If securitization bonds are not issued to finance all currently non-securitized
plant-related stranded costs and generation-related regulatory assets, TCC will
seek recovery of these amounts as well as its other true-up adjustments, through
a non-bypassable competition transition charge in transmission and distribution
rates.
For a discussion of recovery of regulatory assets and stranded costs in Ohio
and Virginia, see Note 6 to the consolidated financial statements entitled
Customer Choice and Industry Restructuring, included in the 2003 Annual Reports.
Competition
AEP's public utility subsidiaries have the right (which in some cases is
exclusive) to sell electric power at retail within their respective service
areas in the states of Arkansas, Indiana, Kentucky, Louisiana, Oklahoma,
Tennessee, West Virginia and the SPP area of Texas. In Michigan, Ohio and
Virginia, AEP's public utility subsidiaries continue to provide service to
customers who have not been offered or have not selected alternate service from
competing suppliers. In those states, service is currently being provided
according to prescribed rules and rates. In the ERCOT area of Texas, TCC and TNC
sell power (through December 31, 2004) to Centrica, which provides PTB service
to certain former customers of TCC and TNC and must compete for customers. See
Regulation -- Rates for a description of the setting of rates for power sold at
bundled or unbundled state-regulated rates.
The public utility subsidiaries of AEP, like many other electric utilities,
have traditionally provided electric generation and energy delivery, consisting
of transmission and distribution services, as a single product to their retail
customers. Legislation has been enacted in Michigan, Ohio, Texas and Virginia
that allows for customer choice of generation supplier. Although restructuring
legislation has been passed in Oklahoma and West Virginia, it has been delayed
indefinitely in Oklahoma and not implemented in West Virginia. In addition,
restructuring legislation in Arkansas has been repealed. See Electric
Restructuring Legislation. Customer choice legislation generally allows
competition in the generation and sale of electric power, but not in its
transmission and distribution.
See Management's Financial Discussion and Analysis of Results of Operations
and Note 6 to the consolidated financial statements entitled Customer Choice and
Industry Restructuring, included in the 2003 Annual Reports, for further
information with respect to restructuring legislation affecting AEP
subsidiaries.
The public utility subsidiaries of AEP, like the electric industry generally,
face increasing competition in the sale of available power on a wholesale basis,
primarily to other public utilities and power marketers. The Energy Policy Act
of 1992 was designed, among other things, to foster competition in the wholesale
market by creating a generation market with fewer barriers to entry and
mandating that all generators have equal access to transmission services. As a
result, there are more generators able to participate in this market. The
principal factors in competing for wholesale sales are price (including fuel
costs), availability of capacity and power and reliability of service.
AEP's public utility subsidiaries also compete with self-generation and with
distributors of other energy sources, such as natural gas, fuel oil and coal,
within their service areas. The primary factors in such competition are price,
reliability of service and the capability of customers to utilize sources of
energy other than electric power. With respect to competing generators and
self-generation, the public utility subsidiaries of AEP believe that they
generally maintain a favorable competitive position. With respect to alternative
sources of energy, the public utility subsidiaries of AEP believe that the
reliability of their service and the limited ability of customers to substitute
other cost-effective sources for electric power place them in a favorable
competitive position, even though their prices may be higher than the costs of
some other sources of energy.
Significant changes in the global economy in recent years have led to
increased price competition for industrial customers in the United States,
including those served by the AEP System. Some of these industrial customers
have requested price reductions from their suppliers of electric power. In
addition, industrial customers that are downsizing or reorganizing often close a
facility based upon its costs, which may include, among other things, the cost
of electric power. The public utility subsidiaries of AEP cooperate with such
customers to meet their business needs through, for example, providing various
off-peak or interruptible supply options pursuant to tariffs filed with the
various state commissions. Occasionally, these rates are first negotiated, and
then filed with the state commissions. The public utility subsidiaries believe
that they are unlikely to be materially adversely affected by this competition.
Seasonality
The sale of electric power is generally a seasonal business. In many parts of
the country, demand for power peaks during the hot summer months, with market
prices also peaking at that time. In other areas, power demand peaks during the
winter. The pattern of this fluctuation may change due to the nature and
location of AEP's facilities and the terms of power sale contracts into which
AEP enters. In addition, AEP has historically sold less power, and consequently
earned less income, when weather conditions are milder. Unusually mild weather
in the future could diminish AEP's results of operations and may impact its
financial condition.
Investments-Gas Operations
AEP, through certain subsidiaries, operates and owns an interest in a
significant amount of gas-related assets, including:
o 6,400 miles of natural gas pipelines between two systems;
o 127 billion cubic feet of storage among two facilities;
o Five natural gas processing plants; and
o Certain gas marketing contracts.
AEP, in operating its natural gas assets, enters into transactions for the
purchase and sale of natural gas. These transactions involve (i) purchases of
natural gas from producers and subsequent sales to end users and local
distribution companies, (ii) physical gas transactions along our natural gas
pipelines to maximize revenue, based on price differences between various
locations along those assets and (iii) physical (some of which involve purchases
of gas that is stored in AEP storage assets) and financial transactions to
mitigate price volatility risk. Gas transactions are executed (i) with numerous
counterparties, (ii) directly with brokers or (iii) through brokerage accounts
with brokers who are registered with the Commodity Futures Trading Commission.
Brokers and counterparties may require cash or cash related instruments to be
deposited on these transactions as margin against open positions. As of December
31, 2003, counterparties posted approximately $224 million in cash, cash
equivalents and letters of credit with AEPES to satisfy the counterparties'
obligations in connection with natural gas transactions. AEPES posted
approximately $42 million. Since AEP's open gas trading contracts are valued
based on changes in gas market prices, our exposures change daily.
AEP's trading and marketing operations are generally limited to risk
management and are focused in regions in which AEP owns assets.
AEP acquired its Bammel storage facility (which has approximately 118 billion
cubic feet of storage capacity) from Enron Corporation and certain of its
subsidiaries. Because Enron and its relevant subsidiary are now bankrupt, the
bankruptcy trustee and other third parties have taken and may take additional
positions in the bankruptcy proceedings or litigation that seek to limit or
compromise our use of this facility. See Notes 7 and 10 to the consolidated
financial statements entitled Commitments and Contingencies and Acquisitions,
Dispositions, Discontinued Operations, Impairments, Assets Held for Sale and
Assets Held and Used, respectively, included in the 2003 Annual Reports for more
information.
During the third quarter of 2003, we selected an advisor to review our
options regarding the assets of our gas operations business. In February 2004,
we signed a definitive agreement to sell Louisiana Intrastate Gas (which has
approximately 2000 miles of pipeline) and intend to complete the sale of the
Jefferson Island storage facility (which has approximately 9 billion cubic feet
of storage capacity) in 2004. We are considering our options with respect to our
Houston Pipe Line and related assets. See Note 10 to the consolidated financial
statements entitled Dispositions, Discontinued Operations, Impairments, Assets
Held for Sale and Assets Held and Used, included in the 2003 Annual Reports for
more information.
Investments-UK Operations
AEP, through certain subsidiaries, operates and owns 4,000 MW of power
generation facilities in the UK and engaged in the following activities
throughout 2003:
o Selling wholesale power in the UK;
o Trading and marketing power transactions, with numerous counterparties,
predominantly limited to risk management around assets used or managed by
AEP subsidiaries in the UK. Since AEP's open power trading contracts are
valued based on changes in market power prices, our exposures change daily;
and
o Procuring and transporting coal to fuel AEP's UK generation facilities and
for sale to third parties. Its third party transactions exist because
transporting coal is more economical in quantities exceeding those required
to operate AEP assets. AEP uses financial instruments executed with
numerous counterparties to manage the financial risk of these activities.
Since AEP's open coal and freight contracts are based on changes in market
prices, our exposures change daily.
AEP expects to sell all its UK operations assets and contracts as a going
concern, in one or more transactions, by the end of 2004. During the fourth
quarter of 2003, AEP selected an advisor for the disposition of its UK business.
Investments- Other
General
AEP, through certain subsidiaries, conducts certain business operations other
than those included in other segments in which it uses and manage a portfolio of
energy-related assets. Consistent with its business strategy, AEP intends to
dispose of many of these non-core assets. The assets currently used and managed
include:
o 1,354 MW of domestic and 1,235 MW of international power generation
facilities (of which its ownership is approximately 827 MW and 680 MW,
respectively);
o Coal mines and related facilities; and
o Barge, rail and other fuel transportation related assets.
These operations include the following activities:
o Entering into long-term transactions to buy or sell capacity, energy, and
ancillary services of electric generating facilities, either existing or to
be constructed, at various locations in North America and Europe;
o Holding and/or operating various properties, coal reserves, mining
operations and royalty interests in Colorado, Kentucky, Louisiana, Ohio,
Pennsylvania and West Virginia; and
o Through MEMCO Barge Line Inc., transporting coal and dry bulk commodities,
primarily on the Ohio, Illinois, and Lower Mississippi rivers for AEP, as
well as unaffiliated customers. AEP, through certain subsidiaries, owns or
leases 7,000 railcars, 1,800 barges, 37 towboats and two coal handling
terminals with 20 million tons of annual capacity.
AEP has in the past two years written down the value of certain of these
investments. See Management's Financial Discussion and Analysis of Results of
Operations and Note 10 to the consolidated financial statements entitled
Acquisitions, Dispositions, Discontinued Operations, Impairments, Assets Held
for Sale and Assets Held and Used, included in the 2003 Annual Reports.
Dow Chemical Cogeneration Facility
AEP has entered into an agreement with The Dow Chemical Company to construct
a 900 MW cogeneration facility at Dow's chemical facility in Plaquemine,
Louisiana. AEP's subsidiary, OPCo, is entitled to 100% of the facility's
capacity and energy over The Dow Chemical Company's requirements and has
contracted to sell the power from this facility for twenty years to Tractebel
Energy Marketing, Inc. (Tractebel). The power supply contract with Tractebel is
in dispute. See Notes 7 and 10 to the consolidated financial statements,
entitled Commitments and Contingencies and Acquisitions, Dispositions,
Discontinued Operations, Impairments, Assets Held for Sale and Assets Held and
Used, respectively, included in the 2003 Annual Reports, for more information.
Item 2. Properties
Generation Facilities
General
At December 31, 2003, the AEP System owned (or leased where indicated)
generating plants with net power capabilities (east zone public utility
subsidiaries-winter rating; west zone public utility subsidiaries-summer rating)
shown in the following table:
Coal Natural Hydro Nuclear Lignite Oil Total
Company Stations MW Gas MW MW MW MW MW MW
------- -------- ------ ------- ---- ----- ---- ---- ----
AEGCo...... 1(a) 1,300 1,300
APCo....... 17(b) 5,073 798 5,871
CSPCo...... 6(e) 2,595 2,595
I&M........ 10(a) 2,295 11 2,143 4,449
KPCo....... 1 1,060 1,060
OPCo....... 8(b)(f) 8,472 48 8,520
PSO........ 8(c) 1,018 3,139 25 4,182
SWEPCo..... 9 1,848 1,797 842 4,487
TCC........ 12(c)(d)(g) 686 3,175 6 630 4,497
TNC........ 12(c) 377 999 10 1,386
-- ----- ---- --- ---- --- -- -----
Totals: 84 24,724 9,110 863 2,773 842 35 38,347
-- ------ ----- --- ----- --- -- ------
(a) Unit 1 of the Rockport Plant is owned one-half by AEGCo and one-half by I&M.
Unit 2 of the Rockport Plant is leased one-half by AEGCo and one-half by I&M.
The leases terminate in 2022 unless extended.
(b) Unit 3 of the John E. Amos Plant is owned one-third by APCo and two-thirds
by OPCo.
(c) PSO, TCC and TNC jointly own the Oklaunion power station. Their respective
ownership interests are reflected in this table.
(d) Reflects TCC's interest in STP.
(e) CSPCo owns generating units in common with CG&E and DP&L. Its ownership
interest of 1,330 MW is reflected in this table.
(f) The scrubber facilities at the General James M. Gavin Plant are leased. The
lease terminates in 2010 unless extended.
(g) See Item 1 -- Utility Operations -- Electric Generation -- Deactivation and
Planned Disposition of Generation Facilities for a discussion of TCC's
planned disposition of all its generation facilities.
In addition to the generating facilities described above, AEP has ownership
interests in other electrical generating facilities, both foreign and domestic.
Information concerning these facilities at December 31, 2003 is listed below.
Capacity Ownership
Facility Fuel Location Total MW Interest Status
-------- --------- -------- ---------- --------- ------
Brush II (a)........... Natural gas Colorado 68 47.75% QF
Desert Sky Wind Farm... Wind Texas 161 100% EWG
Mulberry............... Natural gas Florida 120 46.25% QF
Orange Cogen........... Natural gas Florida 103 50% QF
Sweeny................. Natural gas Texas 480 50% QF
Thermo Cogeneration (a) Natural gas Colorado 272 50% QF
Trent Wind Farm........ Wind Texas 150 100% EWG
----
Total U.S. 1,354
-----
Bajio.................. Natural gas Mexico 605 50% FUCO
Ferrybridge (b)........ Coal United 2,000 100% FUCO
Kingdom
Fiddler's Ferry (b).... Coal United 2,000 100% FUCO
Kingdom
Nanyang (a)............ Coal China 250 70% FUCO
Southcoast (a)......... Natural gas United 380 50% FUCO
Kingdom ----
Total International 5,235
-----
(a) See Note 10 to the consolidated financial statements entitled Acquisitions,
Dispositions, Discontinued Operations, Impairments, Assets Held for Sale and
Assets Held and Used, included in the 2003 Annual Reports, for a discussion
of AEP's planned use and/or disposition of independent power producer and
foreign generation assets.
(b) Ferrybridge and Fiddler's Ferry are properties that have been designated as
discontinued operations and intended to be sold in 2004. See Note 10 to the
consolidated financial statements entitled Acquisitions, Dispositions,
Discontinued Operations, Impairments, Assets Held for Sale and Assets Held
and Used, included in the 2003 Annual Reports, for more information.
Cook Nuclear Plant and STP
The following table provides operating information relating to the Cook Plant
and STP.
Cook Plant STP(a)
Unit 1 Unit 2 Unit 1 Unit 2
Year Placed in Operation.......... 1975 1978 1988 1989
Year of Expiration of NRC
License (b)...................... 2014 2017 2027 2028
Nominal Net Electrical Rating in
Kilowatts........................ 1,036,000 1,107,000 1,250,600 1,250,600
Net Capacity Factors
2003 (c)........................ 73.5% 74.5% 62.0% 81.2%
2002............................. 86.6% 80.5% 99.2% 75.0%
2001 (d)......................... 87.3% 83.4% 94.4% 87.1%
- ------------
(a) Reflects total plant.
(b) For economic or other reasons, operation of the Cook Plant and STP for the
full term of their operating licenses cannot be assured.
(c) The capacity factors for both units of the Cook Plant were reduced in 2003
due to an unplanned maintenance outage to implement upgrades to the traveling
water screens system following an alewife fish intrusion.
(d) The capacity factor for both units of the Cook Plant was significantly
reduced in 2001 due to an unplanned dual maintenance outage in September 2001
to implement design changes that improved the performance of the essential
service water system.
Costs associated with the operation (excluding fuel), maintenance and
retirement of nuclear plants continue to be more significant and less
predictable than costs associated with other sources of generation, in large
part due to changing regulatory requirements and safety standards, availability
of nuclear waste disposal facilities and experience gained in the construction
and operation of nuclear facilities. I&M and TCC may also incur costs and
experience reduced output at Cook Plant and STP, respectively, because of the
design criteria prevailing at the time of construction and the age of the
plant's systems and equipment. Nuclear industry-wide and Cook Plant and STP
initiatives have contributed to slowing the growth of operating and maintenance
costs at these plants. However, the ability of I&M and TCC to obtain adequate
and timely recovery of costs associated with the Cook Plant and STP,
respectively, including replacement power, any unamortized investment at the end
of the useful life of the Cook Plant and STP (whether scheduled or premature),
the carrying costs of that investment and retirement costs, is not assured. See
Item 1 -- Utility Operations -- Electric Generation -- Planned Deactivation and
Planned Disposition of Generation Facilities for a discussion of TCC's planned
disposition of its interest in STP.
Potential Uninsured Losses
Some potential losses or liabilities may not be insurable or the amount of
insurance carried may not be sufficient to meet potential losses and
liabilities, including liabilities relating to damage to the Cook Plant or STP
and costs of replacement power in the event of a nuclear incident at the Cook
Plant or STP. Future losses or liabilities which are not completely insured,
unless allowed to be recovered through rates, could have a material adverse
effect on results of operations and the financial condition of AEP, I&M, TCC and
other AEP System companies. See Note 7 to the consolidated financial statements
entitled Commitments and Contingencies, incorporated by reference in Item 8, for
information with respect to nuclear incident liability insurance.
Transmission and Distribution Facilities
The following table sets forth the total overhead circuit miles of
transmission and distribution lines of the AEP System and its operating
companies and that portion of the total representing 765,000-volt lines:
Total Overhead
Circuit Miles of
Transmission and Circuit Miles of
Distribution Lines 765,000-volt Lines
------------------ ------------------
AEP System (a)......................... 216,685(b) 2,026
APCo.................................. 50,969 644
CSPCo. (a)............................ 14,016 --
I&M................................... 21,957 615
Kingsport Power Company............... 1,338 --
KPCo.................................. 10,703 258
OPCo.................................. 30,559 509
PSO................................... 21,531 --
SWEPCo................................ 20,879 --
TCC................................... 29,424 --
TNC................................... 13,622 --
Wheeling Power Company................ 1,688 --
- ------------
(a) Includes 766 miles of 345,000-volt jointly owned lines.
(b) Includes 73 miles of transmission lines not identified with an operating
company.
Titles
The AEP System's generating facilities are generally located on lands owned
in fee simple. The greater portion of the transmission and distribution lines of
the System has been constructed over lands of private owners pursuant to
easements or along public highways and streets pursuant to appropriate statutory
authority. The rights of AEP's public utility subsidiaries in the realty on
which their facilities are located are considered adequate for use in the
conduct of their business. Minor defects and irregularities customarily found in
title to properties of like size and character may exist, but such defects and
irregularities do not materially impair the use of the properties affected
thereby. AEP's public utility subsidiaries generally have the right of eminent
domain whereby they may, if necessary, acquire, perfect or secure titles to or
easements on privately held lands used or to be used in their utility
operations.
Substantially all the fixed physical properties and franchises of the AEP
System operating companies, except for limited exceptions, are subject to the
lien of the mortgage and deed of trust securing the first mortgage bonds of each
such company.
System Transmission Lines and Facility Siting
Legislation in the states of Arkansas, Indiana, Kentucky, Louisiana,
Michigan, Ohio, Texas, Tennessee, Virginia, and West Virginia requires prior
approval of sites of generating facilities and/or routes of high-voltage
transmission lines. Delays and additional costs in constructing facilities have
been experienced as a result of proceedings conducted pursuant to such statutes,
as well as in proceedings in which operating companies have sought to acquire
rights-of-way through condemnation, and such proceedings may result in
additional delays and costs in future years.
Construction Program
General
The AEP System, with input from its state utility commissions, continuously
assesses the adequacy of its generation, transmission, distribution and other
facilities to plan and provide for the reliable supply of electric power and
energy to its customers. In this assessment process, assumptions are continually
being reviewed as new information becomes available, and assessments and plans
are modified, as appropriate. Thus, System reinforcement plans are subject to
change, particularly with the restructuring of the electric utility industry.
Proposed Transmission Facilities
APCo is proceeding with its plan to build the Wyoming-Jacksons Ferry
765,000-volt transmission line. The WVPSC and the VSCC have issued certificates
authorizing construction and operation of the line. On December 31, 2002, the
U.S. Forest Service issued a final environmental impact statement and record of
decision to allow the use of federal lands in the Jefferson National Forest for
construction of a portion of the line. APCo must still receive additional
federal permits, but does not expect that obtaining these will negatively affect
its ability to complete construction.
Construction Expenditures
The following table shows construction expenditures (including environmental
and non-utility plant expenditures) during 2001, 2002 and 2003 and current
estimates of 2004 construction expenditures, in each case including AFUDC but
excluding assets acquired under leases.
2001 2002 2003 2004
Actual Actual Actual Estimate
(in thousands)
AEP System (a)........... $1,832,000 $1,709,800 $1,358,400 $1,531,300
AEGCo.................. 6,900 5,300 22,200 18,400
APCo................... 306,000 276,500 288,800 405,900
CSPCo.................. 132,500 136,800 136,300 130,300
I&M.................... 91,100 159,400 184,600 185,600
KPCo................... 37,200 178,700 81,700 36,100
OPCo................... 344,600 354,800 249,700 303,800
PSO.................... 124,900 89,400 86,800 80,100
SWEPCo................. 112,100 111,800 121,100 99,600
TCC.................... 194,100 151,500 141,800 150,500
TNC.................... 39,800 43,600 46,700 57,800
- ---------
(a) Includes expenditures of other subsidiaries not shown. Amounts in 2001 and
2002 include construction expenditures related to entities classified in 2003 as
discontinued operations. Those amounts were $186,500,000 and $24,900,000,
respectively.
See Note 7 to the consolidated financial statements entitled Commitments and
Contingencies, incorporated by reference in Item 8, for further information with
respect to the construction plans of AEP and its operating subsidiaries for the
next three years.
The System construction program is reviewed continuously and is revised from
time to time in response to changes in estimates of customer demand, business
and economic conditions, the cost and availability of capital, environmental
requirements and other factors. Changes in construction schedules and costs, and
in estimates and projections of needs for additional facilities, as well as
variations from currently anticipated levels of net earnings, Federal income and
other taxes, and other factors affecting cash requirements, may increase or
decrease the estimated capital requirements for the System's construction
program.
Item 3. Legal Proceedings
For a discussion of material legal proceedings, see Note 7 to the
consolidated financial statements, entitled Commitments and Contingencies,
incorporated by reference in Item 8.
Item 4. Submission of Matters to a Vote of Security Holders
AEP, APCo, I&M, OPCo, SWEPCo and TCC. None.
AEGCo, CSPCo, KPCo, PSO and TNC. Omitted pursuant to Instruction I(2)(c).
---------------
Executive Officers of the Registrants
AEP. The following persons are, or may be deemed, executive officers of AEP.
Their ages are given as of March 1, 2004.
Name Age Office (a)
Michael G. Morris...... 57 Chairman of the Board, President and Chief
Executive Officer of AEP and of AEPSC
Thomas V. Shockley, III 58 Vice Chairman of AEP and Vice Chairman and Chief
Operating Officer of AEPSC
Henry W. Fayne......... 57 Vice President of AEP, Executive Vice President
of AEPSC
Thomas M. Hagan........ 59 Executive Vice President-Shared Services of AEPSC
Holly K. Koeppel....... 45 Executive Vice President of AEPSC
Robert P. Powers....... 50 Executive Vice President-Generation of AEPSC
Susan Tomasky.......... 50 Vice President of AEP, Executive Vice President-
Policy, Finance and Strategic Planning of AEPSC
- ----------
(a) Messrs. Fayne and Powers and Ms. Tomasky have been employed by AEPSC or
System companies in various capacities (AEP, as such, has no employees) for
the past five years. Prior to joining AEPSC in June 2000 as Senior Vice
President-Governmental Affairs, Mr. Hagan was Senior Vice President-External
Affairs of CSW (1996-2000). Prior to joining AEPSC in July 2000 as Vice
President-New Ventures, Ms. Koeppel was Regional Vice President of
Asia-Pacific Operations for Consolidated Natural Gas International
(1996-2000). Messrs. Hagan and Powers, Ms. Koeppel and Ms. Tomasky became
executive officers of AEP effective with their promotions to Executive Vice
President on September 9, 2002, October 24, 2001, November 18, 2002 and
January 26, 2000, respectively. Prior to joining AEPSC in his current
position upon the merger with CSW, Mr. Shockley was President and Chief
Operating Officer of CSW (1997-2000) and Executive Vice President of CSW
(1990-1997). Prior to joining AEPSC in his current position in January 2004,
Mr. Morris was Chairman of the Board, President and Chief Executive Officer
of Northeast Utilities (1997-2003). All of the above officers are appointed
annually for a one-year term by the board of directors of AEP, the board of
directors of AEPSC, or both, as the case may be.
APCo, I&M, OPCo, SWEPCo and TCC. The names of the executive officers of APCo,
I&M, OPCo, SWEPCo and TCC, the positions they hold with these companies, their
ages as of March 1, 2004, and a brief account of their business experience
during the past five years appear below. The directors and executive officers of
APCo, I&M, OPCo, SWEPCo and TCC are elected annually to serve a one-year term.
Name Age Position (a)(b) Period
- ---- ----- --------------- ------
Michael G. Morris (a)(b)....... 57 Chairman of the Board, President, Chief Executive 2004-Present
Officer and Director of AEP
Chairman of the Board, Chief Executive
Officer and 2004-Present Director of
AEPSC, APCo, I&M, OPCo, SWEPCo and TCC
Chairman of the Board, President and
Chief Executive 1997-2003 Officer of
Northeast Utilities
Thomas V. Shockley, III (a).... 58 Director and Vice President of APCo, I&M, OPCo,
SWEPCo and TCC 2000-Present
Chief Operating Officer of AEPSC 2001-Present
Vice Chairman of AEP and AEPSC 2000-Present
President and Chief Operating Officer of CSW 1997-2000
Executive Vice President of CSW 1990-1997
Henry W. Fayne (a)............. 57 President of APCo, I&M, OPCo, SWEPCo and TCC 2001-Present
Director of SWEPCo and TCC 2000-Present
Director of APCo 1995-Present
Director of OPCo 1993-Present
Director of I&M 1998-Present
Vice President of SWEPCo and TCC 2000-2001
Vice President of APCo, I&M and OPCo 1998-2001
Vice President of AEP 1998-Present
Chief Financial Officer of AEP 1998-2001
Executive Vice President of AEPSC 2001-Present
Executive Vice President-Finance and Analysis of
AEPSC 2000-2001
Executive Vice President-Financial Services of AEPSC 1998-2000
Thomas M. Hagan (a)............ 59 Director and Vice President of APCo, I&M, OPCo,
SWEPCo and TCC 2002-Present
Executive Vice President-Shared Services of AEPSC 2002-Present
Senior Vice President-Governmental Affairs of AEPSC 2000-2002
Senior Vice President-External Affairs of CSW 1996-2000
Holly K. Koeppel............... 45 Executive Vice President of AEPSC 2002-Present
Vice President-New Ventures 2000-2002
Regional Vice President of Asia-Pacific Operations
for Consolidated Natural Gas International 1996-2000
Robert P. Powers (a)........... 50 Director and Vice President of APCo, I&M, OPCo,
SWEPCo and TCC 2001-Present
Director of I&M 2001-Present
Vice President of I&M 1998-Present
Executive Vice President- Generation 2003-Present
Executive Vice President-Nuclear Generation and
Technical Services of AEPSC 2001-2003
Senior Vice President-Nuclear Operations of AEPSC 2000-2001
Senior Vice President-Nuclear Generation of AEPSC 1998-2000
Susan Tomasky (a).............. 50 Director and Vice President of APCo, I&M, OPCo,
SWEPCo and TCC 2000-Present
Executive Vice President-Policy, Finance and
Strategic Planning of AEPSC 2001-Present
Executive Vice President-Legal, Policy and
Corporate Communications and General Counsel of
AEPSC 2000-2001
Senior Vice President and General Counsel of AEPSC 1998-2000
- ----------
(a) Messrs. Fayne, Hagan, Morris, Powers and Shockley and Ms. Tomasky are
directors of AEGCo, CSPCo, KPCo, PSO and TNC. Messrs. Morris and Shockley are
also directors of AEP.
(b) Mr. Morris is a director of Cincinnati Bell, Inc., Spinnaker Exploration Co.
and Flint Ink.
PART II
Item 5. Market for Registrants' Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
AEP. The information required by this item is incorporated herein by
reference to the material under Common Stock and Dividend Information in the
2003 Annual Report.
AEGCo, APCo, CSPCo, I&M, KPCo, OPCo, PSO, SWEPCo, TCC and TNC. The common
stock of these companies is held solely by AEP. The amounts of cash dividends on
common stock paid by these companies to AEP during 2003 and 2002 are
incorporated by reference to the material under Statement of Retained Earnings
in the 2003 Annual Reports.
Item 6. Selected Financial Data
AEGCo, CSPCo, KPCo, PSO and TNC. Omitted pursuant to Instruction I(2)(a).
AEP, APCo, I&M, OPCo, SWEPCo and TCC. The information required by this item
is incorporated herein by reference to the material under Selected Consolidated
Financial Data in the 2003 Annual Reports.
Item 7. Management's Financial Discussion and Analysis and Financial
Condition
AEGCo, CSPCo, KPCo, PSO and TNC. Omitted pursuant to Instruction I(2)(a).
Management's narrative analysis of the results of operations and other
information required by Instruction I(2)(a) is incorporated herein by reference
to the material under Management's Financial Discussion and Analysis in the 2003
Annual Reports.
AEP, APCo, I&M, OPCo, SWEPCo and TCC. The information required by this item
is incorporated herein by reference to the material under Management's Financial
Discussion and Analysis in the 2003 Annual Reports.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
AEGCo, AEP, APCo, CSPCo, I&M, KPCo, OPCo, PSO, SWEPCo, TCC and TNC. The
information required by this item is incorporated herein by reference to the
material under Management's Financial Discussion and Analysis in the 2003 Annual
Reports.
Item 8. Financial Statements and Supplementary Data
AEGCo, AEP, APCo, CSPCo, I&M, KPCo, OPCo, PSO, SWEPCo, TCC and TNC. The
information required by this item is incorporated herein by reference to the
financial statements and financial statement schedules described under Item 15
herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
AEGCo, AEP, APCo, CSPCo, I&M, KPCo, OPCo, PSO, SWEPCo, TCC and TNC. None.
Item 9A. Controls and Procedures
During 2003, AEP's management, including the principal executive officer and
principal financial officer, evaluated AEP's disclosure controls and procedures
relating to the recording, processing, summarization and reporting of
information in AEP's periodic reports that it files with the SEC. These
disclosure controls and procedures have been designed to ensure that (a)
material information relating to AEP, including its consolidated subsidiaries,
is made known to AEP's management, including these officers, by other employees
of AEP and its subsidiaries, and (b) this information is recorded, processed,
summarized, evaluated and reported, as applicable, within the time periods
specified in the SEC's rules and forms. AEP's controls and procedures can only
provide reasonable, not absolute, assurance that the above objectives have been
met.
As of December 31, 2003, these officers concluded that the disclosure
controls and procedures in place provide reasonable assurance that the
disclosure controls and procedures can accomplish their objectives. AEP
continually strives to improve its disclosure controls and procedures to enhance
the quality of its financial reporting and to maintain dynamic systems that
change as events warrant.
There have not been any changes in AEP's internal controls over financial
reporting (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act) during the fourth quarter of 2003 that have materially affected,
or are reasonably likely to affect, AEP's internal control over financial
reporting.
PART III
Item 10. Directors and Executive Officers of the Registrants
AEGCo, CSPCo, KPCo, PSO and TNC. Omitted pursuant to Instruction I(2)(c).
AEP. The information required by this item is incorporated herein by
reference to the material under Nominees for Director and Section 16(a)
Beneficial Ownership Reporting Compliance of the definitive proxy statement of
AEP for the 2004 annual meeting of shareholders, to be filed within 120 days
after December 31, 2003. Reference also is made to the information under the
caption Executive Officers of the Registrants in Part I of this report.
APCo and OPCo. The information required by this item is incorporated herein
by reference to the material under Election of Directors of the definitive
information statement of each company for the 2004 annual meeting of
stockholders, to be filed within 120 days after December 31, 2003. Reference
also is made to the information under the caption Executive Officers of the
Registrants in Part I of this report.
SWEPCo and TCC. The information required by this item is incorporated herein
by reference to the material under Election of Directors of the definitive
information statement of APCo for the 2004 annual meeting of stockholders, to be
filed within 120 days after December 31, 2003. Reference also is made to the
information under the caption Executive Officers of the Registrants in Part I of
this report.
I&M. The names of the directors and executive officers of I&M, the positions
they hold with I&M, their ages as of March 12, 2004, and a brief account of
their business experience during the past five years appear below and under the
caption Executive Officers of the Registrants in Part I of this report.
Name Age Position (a) Period
---- ------ ------------ ------
K. G. Boyd.................... 52 Director 1997-Present
Vice President (Appointed)--Fort
Wayne Region Distribution Operations 2000-Present
Indiana Region Manager 1997-2000
John E. Ehler................. 47 Director 2001-Present
Manager of Distribution Systems-Fort
Wayne District 2000-Present
Region Operations Manager 1997-2000
Patrick C. Hale............... 49 Director 2003-Present
Plant Manager, Rockport Plant 2003-Present
Energy Production Manager, Rockport
Plant 2001-2003
Energy Production Manager, Mountaineer
Plant (APCo) 1997-2001
David L. Lahrman.............. 52 Director and Manager, Region Support 2001-Present
Fort Wayne District Manager 1997-2001
Marc E. Lewis................. 49 Director 2001-Present
Assistant General Counsel of the
Service Corporation 2001-Present
Senior Counsel of AEPSC 2000-2001
Senior Attorney of AEPSC 1994-2000
Susanne M. Moorman............ 54 Director and General Manager,
Community Services 2000-Present
Manager, Customer Services Operations 1997-2000
John R. Sampson............... 51 Director and Vice President 1999-Present
Indiana State President 2000-Present
Indiana & Michigan State President 1999-2000
Site Vice President, Cook Nuclear Plant1998-1999
Plant Manager, Cook Nuclear Plant 1996-1998
- ----------
(a) Positions are with I&M unless otherwise indicated.
Item 11. Executive Compensation
AEGCo, CSPCo, KPCo, PSO and TNC. Omitted pursuant to Instruction I(2)(c).
AEP. The information required by this item is incorporated herein by
reference to the material under Directors Compensation and Stock Ownership
Guidelines, Executive Compensation and the performance graph of the definitive
proxy statement of AEP for the 2004 annual meeting of shareholders to be filed
within 120 days after December 31, 2003.
APCo and OPCo. The information required by this item is incorporated herein
by reference to the material under Executive Compensation of the definitive
information statement of each company for the 2004 annual meeting of
stockholders, to be filed within 120 days after December 31, 2003.
I&M, SWEPCo and TCC. The information required by this item is incorporated
herein by reference to the material under Executive Compensation of the
definitive information statement of APCo for the 2004 annual meeting of
stockholders, to be filed within 120 days after December 31, 2003.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
AEGCo, CSPCo, KPCo, PSO and TNC. Omitted pursuant to Instruction I(2)(c).
AEP. The information required by this item is incorporated herein by
reference to the material under Share Ownership of Directors and Executive
Officers of the definitive proxy statement of AEP for the 2004 annual meeting of
shareholders to be filed within 120 days after December 31, 2003.
APCo and OPCo. The information required by this item is incorporated herein
by reference to the material under Share Ownership of Directors and Executive
Officers in the definitive information statement of each company for the 2004
annual meeting of stockholders, to be filed within 120 days after December 31,
2003.
I&M. All 1,400,000 outstanding shares of Common Stock, no par value, of I&M
are directly and beneficially held by AEP. Holders of the Cumulative Preferred
Stock of I&M generally have no voting rights, except with respect to certain
corporate actions and in the event of certain defaults in the payment of
dividends on such shares.
SWEPCo and TCC. The information required by this item is incorporated herein
by reference to the material under Share Ownership of Directors and Executive
Officers in the definitive information statement of APCo for the 2004 annual
meeting of stockholders, to be filed within 120 days after December 31, 2003.
The table below shows the number of shares of AEP Common Stock and
stock-based units that were beneficially owned, directly or indirectly, as of
January 1, 2004, by each director and nominee of I&M and each of the executive
officers of I&M named in the summary compensation table, and by all directors
and executive officers of I&M as a group. It is based on information provided to
I&M by such persons. No such person owns any shares of any series of the
Cumulative Preferred Stock of I&M. Unless otherwise noted, each person has sole
voting power and investment power over the number of shares of AEP Common Stock
and stock-based units set forth opposite his or her name. Fractions of shares
and units have been rounded to the nearest whole number.
Stock
Name Shares (a) Units (b) Total
- ---- ------------ --------- ------
Karl G. Boyd...................... 12,296 248 12,554
E. Linn Draper, Jr................ 822,359(c) 125,233 947,592
John E. Ehler..................... -- -- --
Henry W. Fayne.................... 236,177(d) 13,143 249,320
Thomas M. Hagan................... 105,943 149 106,092
Patrick C. Hale................... 3,025 -- 3,025
David L. Lahrman.................. 497 -- 497
Marc E. Lewis..................... 6,364 -- 6,364
Susanne M. Moorman................ 41 -- 41
Michael G. Morris................. -- -- --
Robert P. Powers.................. 139,665 1,378 141,043
John R. Sampson................... 18,005 -- 18,005
Thomas V. Shockley, III........... 345,323(d)(e) -- 345,323
Susan Tomasky..................... 231,300(d) 6,502 237,802
All Directors and Executive Officers
Officers.......................... 1,920,995(d)(f) 146,653 2,067,648
- ----------
(a) Includes share equivalents held in the AEP Retirement Savings Plan in the
amounts listed below:
AEP Retirement Savings
Name Plan (Share Equivalents)
---- ------------------------
Mr. Boyd............................... 96
Dr. Draper............................. 4,938
Mr. Ehler.............................. --
Mr. Fayne.............................. 6,152
Mr. Hagan.............................. 3,617
Mr. Hale............................... 25
Mr. Lahrman............................ 497
Mr. Lewis.............................. 1,282
Ms. Moorman............................ 41
Mr. Morris............................. --
Mr. Powers............................. 632
Mr. Sampson............................ 805
Mr. Shockley........................... 7,530
Ms. Tomasky............................ 1,967
All Directors and Executive Officers...27,582
With respect to the share equivalents held in the AEP Retirement Savings
Plan, such persons have sole voting power, but the investment/disposition
power is subject to the terms of the Plan. Also, includes the following
numbers of shares attributable to options exercisable within 60 days: Mr.
Boyd, 12,000; Dr. Draper, 816,666; Mr. Hagan, 91,833, Mr. Hale, 3,000; Mr.
Lewis, 5,082; Mr. Powers, 139,033; Mr. Sampson, 17,200; Mr. Shockley,
300,000; and Mr. Fayne and Ms. Tomasky, 229,333.
(b) This column includes amounts deferred in stock units and held under AEP's
officer benefit plans.
(c) Includes 661 shares held by Dr. Draper in joint tenancy with a family
member.
(d) Does not include, for Messrs. Fayne, and Shockley and Ms. Tomasky, 85,231
shares in the American Electric Power System Educational Trust Fund over
which Messrs. Fayne and Shockley and Ms. Tomasky share voting and investment
power as trustees (they disclaim beneficial ownership). The amount of shares
shown for all directors and executive officers as a group includes these
shares.
(e) Includes 496 shares held by family members of Mr. Shockley over which he
disclaimed beneficial ownership.
(f) Represents less than 1% of the total number of shares outstanding.
Equity Compensation Plan Information
The following table summarizes the ability of AEP to issue common stock
pursuant to equity compensation plans as of December 31, 2003:
Number of securities
Number of remaining available
securities Weighted for future issuance
to be average under equity
issued upon exercise compensation
exercise of price of plans
outstanding outstanding (excluding
options, options, securities
warrants warrants reflected in
and rights and rights column (a))
Plan Category (a) (b) (c)
- ------------- ----------- --------- -----------
Equity compensation plans approved by security holders(1)......... 9,094,241 $ 33.0294 4,890,143
Equity compensation plans not approved by security holders... 0 N/A 0
Total............................................................. 9,094,241 $ 33.0294 4,890,143
- ------------
(1) Consists of shares to be issued upon exercise of outstanding options granted
under the American Electric Power System 2000 Long-Term Incentive Plan, the
CSW 1992 Long-Term Incentive Plan (CSW Plan). The CSW Plan was in effect
prior to the consummation of the AEP-CSW merger. All unexercised options
granted under the CSW Plan were converted into 0.6 options to purchase AEP
common shares, vested on the merger date and will expire ten years after
their grant date. No additional options will be issued under the CSW Plan.
Item 13. Certain Relationships and Related Transactions
AEP, AEGCo, APCo, CSPCo, I&M, KPCo, OPCo, PSO, SWEPCo, TCC and TNC: None.
Item 14. Principal Accountants Fees and Services
AEP. The information required by this item is incorporated herein by
reference to the material under Audit and Non-Audit Fees of the definitive proxy
statement of AEP for the 2004 annual meeting of shareholders to be filed within
120 days after December 31, 2003.
APCo and OPCo. The information required by this item is incorporated herein
by reference to the material under Audit and Non-Audit Fees of the definitive
information statement of each company for the 2004 annual meeting of
stockholders, to be filed within 120 days after December 31, 2003.
AEGCo, CSPCo, I&M, KPCo, PSO, SWEPCo, TCC and TNC.
Each of the above are wholly-owned subsidiaries of AEP and does not have a
separate audit committee. A description of the AEP Audit Committee pre-approval
policies, which apply to these companies, is contained in the definitive proxy
statement of AEP for the 2004 annual meeting of shareholders to be filed within
120 days after December 31, 2003. The following table presents fees for
professional services rendered by Deloitte & Touche LLP for the audit of these
companies' annual financial statements for the years ended December 31, 2002 and
2003, and fees billed for other services rendered by Deloitte & Touche LLP
during those periods. [These fees include an allocation of amounts billed
directly to AEPSC].
AEGCo CSPCo I&M KPCo
----- ----- --- ----
2003 2002 2003 2002 2003 2002 2003 2002
---- ---- ---- ---- ---- ---- ---- ----
Audit Fees $136,100 $126,000 $385,000 $269,900 $366,900 $540,400 289,000 251,400
Audit-Related Fees...... 0 0 0 155,000 0 0 0 0
Tax Fees................ 1,000 1,000 349,000 119,000 26,000 231,000 8,000 34,000
All Other Fees.......... 0 0 0 0 0 0 0 0
PSO SWEPCo TCC TNC
--- ------ --- ---
2003 2002 2003 2002 2003 2002 2003 2002
---- ---- ---- ---- ---- ---- ---- ----
Audit Fees.............. $187,300 $156,200 $212,900 $178,700 $511,000 $446,770 188,900 92,800
Audit-Related Fees...... 0 0 0 0 0 274,800 0 213,000
Tax Fees................ 35,000 103,000 89,000 102,000 89,000 $125,000 54,000 77,000
All Other Fees.......... 0 0 0 0 0 0 0 0
- ------------
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
1. FINANCIAL STATEMENTS:
The following financial statements have been incorporated herein by reference
pursuant to Item 8.
Page
AEGCo:
Statements of Income for the years ended December 31, 2003, 2002, and 2001;
Statements of Retained Earnings for the years ended December 31, 2003, 2002,
and 2001; Balance Sheets as of December 31, 2003 and 2002; Statements of Cash
Flows for the years ended December 31, 2003, 2002, and 2001; Statements of
Capitalization as of December 31, 2003 and 2002; Combined Notes to Financial
Statements; Independent Auditors' Report.
AEP and Subsidiary Companies:
Consolidated Statements of Operations for the years ended December 31, 2003,
2002, and 2001; Consolidated Balance Sheets as of December 31, 2003 and 2002;
Consolidated Statements of Cash Flows for the years ended December 31, 2003,
2002, and 2001; Consolidated Statements of Common Shareholders' Equity and
Comprehensive Income for the years ended December 31, 2003, 2002, and 2001;
Schedule of Consolidated Cumulative Preferred Stocks of Subsidiaries at
December 31, 2003 and 2002; Schedule of Consolidated Long-term Debt of
Subsidiaries at December 31, 2003 and 2002; Combined Notes to Consolidated
Financial Statements; Independent Auditors' Report.
APCo, CSPCo, I&M, PSO, SWEPCo and TCC:
Consolidated Statements of Income for the years ended December 31, 2003, 2002,
and 2001; Consolidated Statements of Comprehensive Income for the years ended
December 31, 2003, 2002, and 2001; Consolidated Statements of Retained
Earnings for the years ended December 31, 2003, 2002, and 2001; Consolidated
Balance Sheets as of December 31, 2003 and 2002; Consolidated Statements of
Cash Flows for the years ended December 31, 2003, 2002, and 2001; Consolidated
Statements of Capitalization as of December 31, 2003 and 2002; Schedule of
Long-term Debt as of December 31, 2003 and 2002; Combined Notes to
Consolidated Financial Statements; Independent Auditors' Report.
KPCo, OPCo and TNC:
Statements of Income (or Statements of Operations) for the years ended
December 31, 2003, 2002, and 2001; Statements of Comprehensive Income for the
years ended December 31, 2003, 2002, and 2001; Statements of Retained Earnings
for the years ended December 31, 2003, 2002, and 2001; Balance Sheets as of
December 31, 2003 and 2002; Statements of Cash Flows for the years ended
December 31, 2003, 2002, and 2001; Statements of Capitalization as of December
31, 2003 and 2002; Schedule of Long-term Debt as of December 31, 2003 and
2002; Combined Notes to Financial Statements; Independent Auditors' Report.
2. FINANCIAL STATEMENT SCHEDULES:
Financial Statement Schedules are listed in the Index to Financial S-1
Statement Schedules (Certain schedules have been omitted because the
required information is contained in the notes to financial statements or
because such schedules are not required or are not applicable). Independent
Auditors' Report
3. EXHIBITS:
Exhibits for AEGCo, AEP, APCo, CSPCo, I&M, KPCo, OPCo, PSO, SWEPCo, TCC E-1
and TNC are listed in the Exhibit Index and are incorporated herein by
reference
(b) Reports on Forms 8-K:
Company Reporting Date of Report Item Reported
----------------- ---------------- -------------------
CSPCo............ December 3, 2003 Item 5. Other Events and Regulation FD
Disclosure
Item 7. Financial Statements and Exhibits
SWEPCo........... October 3, 2003 Item 5. Other Events and Regulation FD
Disclosure
Item 7. Financial Statements and Exhibits
(c) Exhibits: See Exhibit Index beginning on page E-1.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ SUSAN TOMASKY
(Susan Tomasky, Vice President,
Secretary and Chief Financial Officer)
Date: March 10, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive Officer:
*MICHAEL G. MORRIS Chairman of the Board, President, March 10, 2004
Chief Executive Officer
And Director
(ii)Principal Financial Officer:
/s/ SUSAN TOMASKY Vice President, Secretary and March 10, 2004
(Susan Tomasky) Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ JOSEPH M. BUONAIUTO Controller and March 10, 2004
(Joseph M. Buonaiuto) Chief Accounting Officer
(iv) A Majority of the Directors:
*E. R. BROOKS
*DONALD M. CARLTON
*JOHN P. DESBARRES
*ROBERT W. FRI
*WILLIAM R. HOWELL
*LESTER A. HUDSON, JR.
*LEONARD J. KUJAWA
*RICHARD L. SANDOR
*THOMAS V. SHOCKLEY, III
*DONALD G. SMITH
*LINDA GILLESPIE STUNTZ
*KATHRYN D. SULLIVAN March 10, 2004
*By: /s/ SUSAN TOMASKY
(Susan Tomasky, Attorney-in-Fact)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized. The signature of the
undersigned company shall be deemed to relate only to matters having reference
to such company and any subsidiaries thereof.
AEP GENERATING COMPANY AEP TEXAS CENTRAL COMPANY
AEP TEXAS NORTH COMPANY APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY KENTUCKY POWER
COMPANY OHIO POWER COMPANY PUBLIC SERVICE COMPANY
OF OKLAHOMA SOUTHWESTERN ELECTRIC POWER COMPANY
By: /s/ SUSAN TOMASKY
(Susan Tomasky, Vice President)
Date: March 10, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated. The signature of
each of the undersigned shall be deemed to relate only to matters having
reference to the above-named company and any subsidiaries thereof.
Signature Title Date
(i) Principal Executive Officer:
*MICHAEL G. MORRIS Chairman of the Board, March 10, 2004
Chief Executive Officer and Director
(ii) Principal Financial Officer:
/s/ SUSAN TOMASKY Vice President, Secretary, March 10, 2004
(Susan Tomasky) Chief Financial Officer and Director
(iii) Principal Accounting Officer:
/s/ JOSEPH M. BUONAIUTO Controller and March 10, 2004
(Joseph M. Buonaiuto) Chief Accounting Officer
(iv) A Majority of the Directors:
*JEFFREY D. CROSS
*HENRY W. FAYNE
*THOMAS M. HAGAN
*A. A. PENA
*ROBERT P. POWERS
*THOMAS V. SHOCKLEY, III
*STEPHEN P. SMITH March 10, 2004
*By: /s/ SUSAN TOMASKY
(Susan Tomasky, Attorney-in-Fact)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized. The signature of the
undersigned company shall be deemed to relate only to matters having reference
to such company and any subsidiaries thereof.
INDIANA MICHIGAN POWER COMPANY
By: /s/ SUSAN TOMASKY
(Susan Tomasky, Vice President)
Date: March 10, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated. The signature of
each of the undersigned shall be deemed to relate only to matters having
reference to the above-named company and any subsidiaries thereof.
Signature Title Date
(i) Principal Executive Officer:
*MICHAEL G. MORRIS Chief Executive Officer March 10, 2004
and Director
(ii)Principal Financial Officer:
/s/ SUSAN TOMASKY Vice President, Secretary, March 10, 2004
(Susan Tomasky) Chief Financial Officer
and Director
(iii)Principal Accounting Officer:
/s/ JOSEPH M. BUONAIUTO Controller and March 10, 2004
(Joseph M. Buonaiuto) Chief Accounting Officer
(iv) A Majority of the Directors:
*K. G. BOYD
*JOHN E. EHLER
*HENRY W. FAYNE
*THOMAS M. HAGAN
*PATRICK C. HALE
*DAVID L. LAHRMAN
*MARC E. LEWIS
*SUSANNE M. MOORMAN
*ROBERT P. POWERS
*JOHN R. SAMPSON
*THOMAS V. SHOCKLEY, III March 10, 2004
*By: /s/ SUSAN TOMASKY
(Susan Tomasky, Attorney-in-Fact)
INDEX TO FINANCIAL STATEMENT SCHEDULES
Page
INDEPENDENT AUDITORS' REPORT.............................................. S-2
The following financial statement schedules are included in this report on
the pages indicated
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES S-3
Schedule II-- Valuation and Qualifying Accounts and Reserves........
AEP TEXAS CENTRAL COMPANY AND SUBSIDIARY
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-3
AEP TEXAS NORTH COMPANY
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-3
APPALACHIAN POWER COMPANY AND SUBSIDIARIES
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-4
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-4
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-4
KENTUCKY POWER COMPANY
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-5
OHIO POWER COMPANY CONSOLIDATED
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-5
PUBLIC SERVICE COMPANY OF OKLAHOMA
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-5
SOUTHWESTERN ELECTRIC POWER COMPANY CONSOLIDATED
Schedule II-- Valuation and Qualifying Accounts and Reserves......... S-6
INDEPENDENT AUDITORS' REPORT
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARIES:
We have audited the consolidated financial statements of American Electric Power
Company, Inc. and subsidiaries and the financial statements of certain of its
subsidiaries, listed in Item 15 herein, as of December 31, 2003 and 2002, and
for each of the three years in the period ended December 31, 2003, and have
issued our reports thereon dated March 5, 2004 (which reports express
unqualified opinions and include explanatory paragraphs concerning the adoption
of new accounting pronouncements in 2002 and 2003); such financial statements
and reports are included in the 2003 Annual Reports and are incorporated herein
by reference. Our audits also included the financial statement schedules of
American Electric Power Company, Inc. and subsidiaries and of certain of its
subsidiaries, listed in Item 15. These financial statement schedules are the
responsibility of the respective company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such financial statement
schedules, when considered in relation to the corresponding basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
/s/ Deloitte & Touche LLP
Columbus, Ohio
March 5, 2004
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision for
Uncollectible Accounts:
Year Ended December 31, 2003 $107,578 $55,087 $ 7,234 $46,214 $123,685
======== ======= ======= ======= ========
Year Ended December 31, 2002(c) $68,429 $87,044 $11,767 $59,662 $107,578
======= ======= ======= ======= ========
Year Ended December 31, 2001(c) $31,460 $108,760 $20,763 $92,554 $68,429
======= ======== ======= ======= =======
- ----------
(a) Recoveries on accounts previously written off.
(b) Uncollectible accounts written off.
(c) 2002 and 2001 amounts have been adjusted to reflect the treatment of LIG
and UK generation assets as discontinued operations in AEP's Consolidated
Statements of Operations.
AEP TEXAS CENTRAL COMPANY AND SUBSIDIARY
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision for
Uncollectible Accounts:
Year Ended December 31, 2003 $ 346 $1,712 $-- $ 348 $1,710
====== ====== === ===== ======
Year Ended December 31, 2002 $ 186 $ 162 $ 1 $ 3 $ 346
====== ===== === ===== =====
Year Ended December 31, 2001 $ 1,675 $ 186 $-- $1,675 $ 186
====== ===== === ====== =====
- ----------
(a)Recoveries on accounts previously written off.
(b)Uncollectible accounts written off.
AEP TEXAS NORTH COMPANY
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision
for Uncollectible Accounts:
Year Ended December 31, 2003 $5,041 $ 123 $-- $4,989 $ 175
====== ===== === ====== =====
Year Ended December 31, 2002 $196 $4,846 $17 $ 18 $5,041
==== ====== === ===== ======
Year Ended December 31, 2001 $288 $ 13 $35 $ 140 $ 196
==== ===== === ===== =====
- ----------
(a)Recoveries on accounts previously written off.
(b)Uncollectible accounts written off.
APPALACHIAN POWER COMPANY AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision
for Uncollectible Accounts:
Year Ended December 31, 2003.. $13,439 $4,708 $ 433 $16,495 $ 2,085
======= ====== ======= ======= =======
Year Ended December 31, 2002.. $1,877 $3,937 $12,367 $4,742 $13,439
====== ====== ======= ====== =======
Year Ended December 31, 2001.. $2,588 $2,644 $ 1,017 $4,372 $ 1,877
====== ====== ======= ====== =======
- ----------
(a)Recoveries on accounts previously written off.
(b)Uncollectible accounts written off.
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision
for Uncollectible Accounts:
Year Ended December 31, 2003 $ 634 $ 96 $ -- $ 199 $ 531
====== ===== ====== ===== =====
Year Ended December 31, 2002 $ 745 $(100) $ -- $ 11 $ 634
====== ===== ====== ===== =====
Year Ended December 31, 2001 $ 659 $ 331 $ -- $ 245 $ 745
====== ===== ====== ===== =====
- ----------
(a) Recoveries on accounts previously written off.
(b) Uncollectible accounts written off.
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision for
Uncollectible Accounts:
Year Ended December 31, 2003 $ 578 $ 37 $ -- $ 84 $ 531
====== ===== ==== ===== =====
Year Ended December 31, 2002 $ 741 $(161) $ -- $ 2 $ 578
====== ===== ==== ===== =====
Year Ended December 31, 2001 $ 759 $ 65 $ 3 $ 86 $ 741
====== ===== ==== ===== =====
- ----------
(a) Recoveries on accounts previously written off.
(b) Uncollectible accounts written off.
KENTUCKY POWER COMPANY
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision
for Uncollectible Accounts:
Year Ended December 31, 2003 $192 $ 8 $912 $ 376 $ 736
==== ===== ==== ===== =====
Year Ended December 31, 2002 $264 $ (68) $ -- $ 4 $ 192
==== ===== ==== ===== =====
Year Ended December 31, 2001 $282 $ -- $(24) $ (6) $ 264
==== ===== ==== ===== =====
- -----------
(a) Recoveries on accounts previously written off.
(b) Uncollectible accounts written off.
OHIO POWER COMPANY CONSOLIDATED
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision
for Uncollectible Accounts:
Year Ended December 31, 2003 $ 909 $ 42 $ 18 $ 180 $ 789
====== ===== ==== ===== =====
Year Ended December 31, 2002 $1,379 $(457) $ -- $ 13 $ 909
====== ===== ==== ===== =====
Year Ended December 31, 2001 $1,054 $ 554 $ -- $ 229 $1,379
====== ===== ==== ===== ======
- ----------
(a) Recoveries on accounts previously written off.
(b) Uncollectible accounts written off.
PUBLIC SERVICE COMPANY OF OKLAHOMA
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision for
Uncollectible Accounts:
Year Ended December 31, 2003 $ 84 $ 37 $-- $ 84 $ 37
==== ===== === ===== =====
Year Ended December 31, 2002 $ 44 $ 7 $33 $ -- $ 84
==== ===== === ===== =====
Year Ended December 31, 2001 $467 $ 44 $-- $ 467 $ 44
==== ===== === ===== =====
- ----------
(a) Recoveries on accounts previously written off.
(b) Uncollectible accounts written off.
SOUTHWESTERN ELECTRIC POWER COMPANY CONSOLIDATED
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description Of Period Expenses Accounts(a) Deductions(b) Period
(in thousands)
Deducted from Assets:
Accumulated Provision for
Uncollectible Accounts:
Year Ended December 31, 2003 $2,128 $ 103 $ -- $ 138 $2,093
====== ===== ====== ===== ======
Year Ended December 31, 2002 $ 89 $2,036 $ 4 $ 1 $2,128
====== ====== ====== ===== ======
Year Ended December 31, 2001 $ 911 $ 89 $ -- $ 911 $ 89
====== ===== ====== ===== =====
- ----------
(a) Recoveries on accounts previously written off.
(b) Uncollectible accounts written off.
EXHIBIT INDEX
Certain of the following exhibits, designated with an asterisk (*), are filed
herewith. The exhibits not so designated have heretofore been filed with the
Commission and, pursuant to 17 C.F.R. 229.10(d) and 240.12b-32, are incorporated
herein by reference to the documents indicated in brackets following the
descriptions of such exhibits. Exhibits, designated with a dagger (+), are
management contracts or compensatory plans or arrangements required to be filed
as an Exhibit to this Form pursuant to Item 14(c) of this report.
Exhibit Number Description
AEGCo
3(a) -- Articles of Incorporation of AEGCo [Registration Statement
on Form 10 for the Common Shares of AEGCo, File No. 0-18135,
Exhibit 3(a)].
3(b) -- Copy of the Code of Regulations of AEGCo (amended as of
June 15, 2000) [Annual Report on Form 10-K of AEGCo for the
fiscal year ended December 31, 2000, File No. 0-18135, Exhibit
3(b)].
10(a) -- Capital Funds Agreement dated as of December 30, 1988
between AEGCo and AEP [Registration Statement No. 33-32752,
Exhibit 28(a)].
10(b)(1) -- Unit Power Agreement dated as of March 31, 1982 between
AEGCo and I&M, as amended [Registration Statement No.
33-32752, Exhibits 28(b)(1)(A) and 28(b)(1)(B)].
10(b)(2) -- Unit Power Agreement, dated as of August 1, 1984, among
AEGCo, I&M and KPCo [Registration Statement No. 33-32752,
Exhibit 28(b)(2)].
10(c) -- Lease Agreements, dated as of December 1, 1989, between AEGCo
and Wilmington Trust Company, as amended [Registration
Statement No. 33-32752, Exhibits 28(c)(1)(C), 28(c)(2)(C),
28(c)(3)(C), 28(c)(4)(C), 28(c)(5)(C) and 28(c)(6)(C); Annual
Report on Form 10-K of AEGCo for the fiscal year ended
December 31, 1993, File No. 0-18135, Exhibits 10(c)(1)(B),
10(c)(2)(B), 10(c)(3)(B), 10(c)(4)(B), 10(c)(5)(B) and
10(c)(6)(B)].
*13 -- Copy of those portions of the AEGCo 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
AEP++
3(a) -- Restated Certificate of Incorporation of AEP, dated October
29, 1997 [Quarterly Report on Form 10-Q of AEP for the quarter
ended September 30, 1997, File No. 1-3525, Exhibit 3(a)].
3(b) -- Certificate of Amendment of the Restated Certificate of
Incorporation of AEP, dated January 13, 1999 [Annual Report on
Form 10-K of AEP for the fiscal year ended December 31, 1998,
File No. 1-3525, Exhibit 3(b)].
3(c) -- Composite of the Restated Certificate of Incorporation of
AEP, as amended [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 1998, File No. 1-3525, Exhibit
3(c)].
*3(d) -- By-Laws of AEP, as amended through December 15, 2003.
4(a) -- Indenture (for unsecured debt securities), dated as of May 1,
2001, between AEP and The Bank of New York, as Trustee
[Registration Statement No. 333-86050, Exhibits 4(a), 4(b) and
4(c); Registration Statement No. 333-105532, Exhibits 4(d),
and 4(e) and 4(f)].
4(b) -- Forward Purchase Contract Agreement, dated as of June 11,
2002, between AEP and The Bank of New York, as Forward
Purchase Contract Agent [Annual Report on Form 10-K of AEP for
the fiscal year ended December 31, 2002, File No. 1-3525,
Exhibit 4(c)].
10(a) -- Interconnection Agreement, dated July 6, 1951, among APCo,
CSPCo, KPCo, OPCo and I&M and with AEPSC, as amended
[Registration Statement No. 2-52910, Exhibit 5(a);
Registration Statement No. 2-61009, Exhibit 5(b); and Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1990, File No. 1-3525, Exhibit 10(a)(3)].
10(b) -- Restated and Amended Operating Agreement, dated as of
January 1, 1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 2002, File No. 1-3525; Exhibit 10(b)].
10(c) -- Transmission Agreement, dated April 1, 1984, among APCo,
CSPCo, I&M, KPCo, OPCo and with AEPSC as agent, as amended
[Annual Report on Form 10-K of AEP for the fiscal year ended
December 31, 1985, File No. 1-3525, Exhibit 10(b); and Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1988, File No. 1-3525, Exhibit 10(b)(2)].
10(d) -- Transmission Coordination Agreement, dated October 29,
1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual Report on
Form 10-K of AEP for the fiscal year ended December 31, 2002,
File No. 1-3525; Exhibit 10(d)].
10(e) -- Lease Agreements, dated as of December 1, 1989, between AEGCo
or I&M and Wilmington Trust Company, as amended [Registration
Statement No. 33-32752, Exhibits 28(c)(1)(C), 28(c)(2)(C),
28(c)(3)(C), 28(c)(4)(C), 28(c)(5)(C) and 28(c)(6)(C);
Registration Statement No. 33-32753, Exhibits 28(a)(1)(C),
28(a)(2)(C), 28(a)(3)(C), 28(a)(4)(C), 28(a)(5)(C) and 28(a)
(6)(C); and Annual Report on Form 10-K of AEGCo for the fiscal
year ended December 31, 1993, File No. 0-18135, Exhibits 10(c)
(1)(B), 10(c)(2)(B), 10(c)(3)(B), 10(c)(4)(B), 10(c)(5)(B) and
10(c)(6)(B); Annual Report on Form 10-K of I&M for the fiscal
year ended December 31, 1993, File No. 1-3570, Exhibits 10(e)
(1)(B), 10(e)(2)(B), 10(e)(3)(B), 10(e)(4)(B), 10(e)(5)(B) and
10(e)(6)(B)].
10(f) -- Lease Agreement dated January 20, 1995 between OPCo and JMG
Funding, Limited Partnership, and amendment thereto
(confidential treatment requested) [Annual Report on Form 10-K
of OPCo for the fiscal year ended December 31, 1994, File No.
1-6543, Exhibit 10(l)(2)].
10(g) -- Modification No. 1 to the AEP System Interim Allowance
Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KPCo,
OPCo and AEPSC [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 1996, File No. 1-3525, Exhibit
10(l)].
10(h)(1) -- Agreement and Plan of Merger, dated as of December 21,
1997, by and among American Electric Power Company, Inc.,
Augusta Acquisition Corporation and Central and South West
Corporation [Annual Report on Form 10-K of AEP for the fiscal
year ended December 31, 1997, File No. 1-3525, Exhibit 10(f)].
10(h)(2) -- Amendment No. 1, dated as of December 31, 1999, to the
Agreement and Plan of Merger [Current Report on Form 8-K of
AEP dated December 15, 1999, File No. 1-3525, Exhibit 10].
+10(i)(1) -- AEP Deferred Compensation Agreement for certain executive
officers [Annual Report on Form 10-K of AEP for the fiscal
year ended December 31, 1985, File No. 1-3525, Exhibit 10(e)].
+10(i)(2) -- Amendment to AEP Deferred Compensation Agreement for
certain executive officers [Annual Report on Form 10-K of AEP
for the fiscal year ended December 31, 1986, File No. 1-3525,
Exhibit 10(d)(2)].
+10(j) -- AEP Accident Coverage Insurance Plan for directors [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1985, File No. 1-3525, Exhibit 10(g)].
*+10(k)(1) -- AEP Deferred Compensation and Stock Plan for Non-Employee
Directors, as amended December 10, 2003.
*+10(k)(2) -- AEP Stock Unit Accumulation Plan for Non-Employee
Directors, as amended December 10, 2003.
+10(l)(1)(A) -- AEP System Excess Benefit Plan, Amended and Restated as of
January 1, 2001 [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 2000, File No. 1-3525, Exhibit
10(j)(1)(A)].
+10(l)(1)(B) -- Guaranty by AEP of AEPSC Excess Benefits Plan [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1990, File No. 1-3525, Exhibit 10(h)(1)(B)].
+10(l)(1)(C) -- First Amendment to AEP System Excess Benefit Plan, dated as
of March 5, 2003 [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 2002, File No. 1-3525; Exhibit
10(1)(1)(c)].
*+10(l)(2) -- AEP System Supplemental Retirement Savings Plan, Amended
and Restated as of January 1, 2003 (Non-Qualified)
+10(l)(3) -- Service Corporation Umbrella Trust for Executives [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1993, File No. 1-3525, Exhibit 10(g)(3)].
*+10(m)(1) -- Employment Agreement between AEP, AEPSC and Michael G.
Morris dated December 15, 2003.
+10(m)(2) -- Memorandum of agreement between Susan Tomasky and AEPSC
dated January 3, 2001 [Annual Report on Form 10-K of AEP for
the fiscal year ended December 31, 2000, File No. 1-3525,
Exhibit 10(s)].
+10(m)(3) -- Letter Agreement dated June 23, 2000 between AEPSC and
Holly K. Koeppel [Annual Report on Form 10-K of AEP for the
Fiscal year ended December 31, 2002, File No. 1-3525; Exhibit
10(m)(3)(A)].
+10(m)(4) -- Employment Agreement dated July 29, 1998 between AEPSC and
Robert P. Powers [Annual Report on Form 10-K of AEP for the
Fiscal year ended December 31, 2002, File No. 1-3525; Exhibit
10(m)(4)].
+10(n) -- AEP System Senior Officer Annual Incentive Compensation
Plan [Annual Report on Form 10-K of AEP for the fiscal year
ended December 31, 1996, File No. 1-3525, Exhibit 10(i)(1)].
+10(o)(1) -- AEP System Survivor Benefit Plan, effective January 27,
1998 [Quarterly Report on Form 10-Q of AEP for the quarter
ended September 30, 1998, File No. 1-3525, Exhibit 10].
+10(o)(2) -- First Amendment to AEP System Survivor Benefit Plan, as
amended and restated effective January 31, 2000 [Annual Report
on Form 10-K of AEP for the fiscal year ended December 31,
2002, File No. 1-3525; Exhibit 10(o)(2)].
+10(p) -- AEP Senior Executive Severance Plan for Merger with Central
and South West Corporation, effective March 1, 1999 [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1998, File No. 1-3525, Exhibit 10(o)].
*+10(q)(1) -- AEP System Incentive Compensation Deferral Plan Amended and
Restated as of January 1, 2003.
+10(r) -- AEP System Nuclear Performance Long Term Incentive
Compensation Plan dated August 1, 1998 [Annual Report on Form
10-K of AEP for the fiscal year ended December 31, 2002, file
No. 1-3525; Exhibit 10(r)].
+10(s) -- Nuclear Key Contributor Retention Plan dated May 1, 2000
[Annual Report on Form 10-K of AEP for the Fiscal year ended
December 31, 2002, File No. 1-3525; Exhibit 10(s)].
+10(t) -- AEP Change In Control Agreement [Annual Report on Form 10-K
of AEP for the fiscal year ended December 31, 2001, File No.
1-3525, Exhibit 10(o)].
*+10(u) -- AEP System 2000 Long-Term Incentive Plan, as amended
December 10, 2003.
+10(v)(1) -- Central and South West System Special Executive Retirement
Plan as amended and restated effective July 1, 1997 [Annual
Report on Form 10-K of CSW for the fiscal year ended December
31, 1998, File No. 1-1443, Exhibit 18].
+10(v)(2) -- Certified CSW Board Resolution of April 18, 1991 [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 2001, File No. 1-3525, Exhibit 10(r)(2)].
*+10(v)(3) -- Certified AEP Utilities, Inc. (formerly CSW) Board
Resolutions of July 16, 1996.
+10(v)(4) -- CSW 1992 Long-Term Incentive Plan [Proxy Statement of CSW,
March 13, 1992].
+10(v)(5) -- Central and South West Corporation Executive Deferred
Savings Plan as amended and restated effective as of January
1, 1997 [Annual Report on Form 10-K of CSW for the fiscal year
ended December 31, 1998, File No. 1-1443, Exhibit 24].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the AEP 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
*21 -- List of subsidiaries of AEP.
*23 -- Consent of Deloitte & Touche LLP.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
APCo++
3(a) -- Restated Articles of Incorporation of APCo, and amendments
thereto to November 4, 1993 [Registration Statement No.
33-50163, Exhibit 4(a); Registration Statement No. 33-53805,
Exhibits 4(b) and 4(c)].
3(b) -- Articles of Amendment to the Restated Articles of
Incorporation of APCo, dated June 6, 1994 [Annual Report on
Form 10-K of APCo for the fiscal year ended December 31, 1994,
File No. 1-3457, Exhibit 3(b)].
3(c) -- Articles of Amendment to the Restated Articles of
Incorporation of APCo, dated March 6, 1997 [Annual Report on
Form 10-K of APCo for the fiscal year ended December 31, 1996,
File No. 1-3457, Exhibit 3(c)].
3(d) -- Composite of the Restated Articles of Incorporation of APCo
(amended as of March 7, 1997) [Annual Report on Form 10-K of
APCo for the fiscal year ended December 31, 1996, File No.
1-3457, Exhibit 3(d)].
3(e) -- By-Laws of APCo (amended as of October 24, 2001) [Annual
Report on Form 10-K of APCo for the fiscal year ended December
31, 2001, File No. 1-3457, Exhibit 3(e)].
4(a) -- Mortgage and Deed of Trust, dated as of December 1, 1940,
between APCo and Bankers Trust Company and R. Gregory Page, as
Trustees, as amended and supplemented [Registration Statement
No. 2-7289, Exhibit 7(b); Registration Statement No. 2-19884,
Exhibit 2(1); Registration Statement No. 2-24453, Exhibit
2(n); Registration Statement No. 2-60015, Exhibits 2(b)(2),
2(b)(3), 2(b)(4), 2(b)(5), 2(b)(6), 2(b)(7), 2(b)(8), 2(b)(9),
2(b)(10), 2(b)(12), 2(b)(14), 2(b)(15), 2(b)(16), 2(b)(17),
2(b)(18), 2(b)(19), 2(b)(20), 2(b)(21), 2(b)(22), 2(b)(23),
2(b)(24), 2(b)(25), 2(b)(26), 2(b)(27) and 2(b)(28);
Registration Statement No. 2-64102, Exhibit 2(b)(29);
Registration Statement No. 2-66457, Exhibits (2)(b)(30) and
2(b)(31); Registration Statement No.2-69217, Exhibit 2(b)(32);
Registration Statement No. 2-86237, Exhibit 4(b); Registration
Statement No. 33-11723, Exhibit 4(b); Registration Statement
No. 33-17003, Exhibit 4(a)(ii), Registration Statement No.
33-30964, Exhibit 4(b); Registration Statement No. 33-40720,
Exhibit 4(b); Registration Statement No. 33-45219, Exhibit
4(b); Registration Statement No. 33-46128, Exhibits 4(b) and
4(c); Registration Statement No. 33-53410, Exhibit 4(b);
Registration Statement No. 33-59834, Exhibit 4(b);
Registration Statement No. 33-50229, Exhibits 4(b) and 4(c);
Registration Statement No. 33-58431, Exhibits 4(b), 4(c), 4(d)
and 4(e); Registration Statement No. 333-01049, Exhibits 4(b)
and 4(c); Registration Statement No. 333-20305, Exhibits 4(b)
and 4(c); Annual Report on Form 10-K of APCo for the fiscal
year ended December 31, 1996, File No. 1-3457, Exhibit 4(b);
Annual Report on Form 10-K of APCo for the fiscal year ended
December 31, 1998, File No. 1-3457, Exhibit 4(b)].
4(b) -- Indenture (for unsecured debt securities), dated as of January
1, 1998, between APCo and The Bank of New York, As Trustee
[Registration Statement No. 333-45927, Exhibit 4(a);
Registration Statement No. 333-49071, Exhibit 4(b);
Registration Statement No. 333-84061, Exhibits 4(b) and
4(c); Annual Report on Form 10-K of APCo for the fiscal year
ended December 31, 1999, File No. 1-3457, Exhibit 4(c);
Registration Statement No. 333-81402, Exhibits 4(b), 4(c) and
4(d); Registration Statement No. 333-100451, Exhibit 4(b); and
Annual Report on Form 10-K of APCo for fiscal year ended
December 31, 2002, File 1-3457, Exhibit 4(c)].
*4(c) -- Company Order and Officer's Certificate, dated May 5, 2003,
establishing terms of 3.60% Senior Notes, Series G, due 2008
and 5.95% Senior Notes, Series H, due 2033.
10(a)(1) -- Power Agreement, dated October 15, 1952, between OVEC and
United States of America, acting by and through the United
States Atomic Energy Commission, and, subsequent to January
18, 1975, the Administrator of the Energy Research and
Development Administration, as amended [Registration
Statement No. 2-60015, Exhibit 5(a); Registration Statement
No. 2-63234, Exhibit 5(a)(1)(B); Registration Statement
No 2-66301, Exhibit 5(a)(1)(C); Registration Statement
No. 2-67728, Exhibit 5(a)(1)(D); Annual Report on Form 10-K of
APCo for the fiscal year ended December 31, 1989, File No.
1-3457, Exhibit 10(a)(1)(F); and Annual Report on Form
10-K of APCo for the fiscal year ended December 31, 1992, File
No. 1-3457, Exhibit 10(a)(1)(B)].
10(a)(2) -- Inter-Company Power Agreement, dated as of July 10, 1953,
among OVEC and the Sponsoring Companies, as amended
[Registration Statement No. 2-60015, Exhibit 5(c);
Registration Statement No. 2-67728, Exhibit 5(a)(3)(B); and
Annual Report on Form 10-K of APCo for the fiscal year ended
December 31, 1992, File No. 1-3457, Exhibit 10(a)(2)(B)].
10(a)(3) -- Power Agreement, dated July 10, 1953, between OVEC and
Indiana-Kentucky Electric Corporation, as amended
[Registration Statement No. 2-60015, Exhibit 5(e)].
10(b) -- Interconnection Agreement, dated July 6, 1951, among APCo,
CSPCo, KPCo, OPCo and I&M and with AEPSC, as amended
[Registration Statement No. 2-52910, Exhibit 5(a);
Registration Statement No. 2-61009, Exhibit 5(b); Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1990, File No. 1-3525, Exhibit 10(a)(3)].
10(c) -- Transmission Agreement, dated April 1, 1984, among APCo,
CSPCo, I&M, KPCo, OPCo and with AEPSC as agent, as amended
[Annual Report on Form 10-K of AEP for the fiscal year ended
December 31, 1985, File No. 1-3525, Exhibit 10(b); Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1988, File No. 1-3525, Exhibit 10(b)(2)].
10(d) -- Modification No. 1 to the AEP System Interim Allowance
Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KPCo,
OPCo and AEPSC [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 1996, File No. 1-3525, Exhibit
10(l)].
10(e)(1) -- Agreement and Plan of Merger, dated as of December 21,
1997, By and Among American Electric Power Company, Inc.,
Augusta Acquisition Corporation and Central and South West
Corporation [Annual Report on Form 10-K of AEP for the fiscal
year ended December 31, 1997, File No. 1-3525, Exhibit 10(f)].
10(e)(2) -- Amendment No. 1, dated as of December 31, 1999, to the
Agreement and Plan of Merger [Current Report on Form 8-K of
APCo dated December 15, 1999, File No. 1-3457, Exhibit 10].
+10(f)(1) -- AEP Deferred Compensation Agreement for certain executive
officers [Annual Report on Form 10-K of AEP for the fiscal
year ended December 31, 1985, File No. 1-3525, Exhibit 10(e)].
+10(f)(2) -- Amendment to AEP Deferred Compensation Agreement for
certain executive officers [Annual Report on Form 10-K of AEP
for the fiscal year ended December 31, 1986, File No. 1-3525,
Exhibit 10(d)(2)].
+10(g) -- AEP System Senior Officer Annual Incentive Compensation
Plan [Annual Report on Form 10-K of AEP for the fiscal year
ended December 31, 1996, File No. 1-3525, Exhibit 10(i)(1)].
+10(h)(1)(A) -- AEP System Excess Benefit Plan, Amended and Restated as of
January 1, 2001 [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 2000, File No. 1-3525, Exhibit
10(j)(1)(A)].
+10(h)(1)(B) -- First Amendment to AEP System Excess Benefit Plan, dated as
of March 5, 2003 [Annual Report on Form 10-K of APCo for the
fiscal year ended December 31, 2002, File No. 1-3457; Exhibit
10(h)(1)(B)].
*+10(h)(2) -- AEP System Supplemental Retirement Savings Plan, Amended
and Restated as of January 1, 2003 (Non-Qualified).
+10(h)(3) -- Service Corporation Umbrella Trust for Executives [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1993, File No. 1-3525, Exhibit 10(g)(3)].
*+10(i)(1) -- Employment Agreement between AEP, AEPSC and Michael G.
Morris dated December 15, 2003.
+10(i)(2) -- Memorandum of agreement between Susan Tomasky and AEPSC
dated January 3, 2001 [Annual Report on Form 10-K of AEP for
the fiscal year ended December 31, 2000, File No. 1-3525,
Exhibit 10(s)].
+10(i)(3) -- Employment Agreement dated July 29, 1998 between AEPSC and
Robert P. Powers [Annual Report on Form 10-K of APCo for the
fiscal year ended December 31, 2002, File No. 1-3457; Exhibit
10(i)(3)].
+10(j)(1) -- AEP System Survivor Benefit Plan, effective January 27,
1998 [Quarterly Report on Form 10-Q of AEP for the quarter
ended September 30, 1998, File No. 1-3525, Exhibit 10].
+10(j)(2) -- First Amendment to AEP System Survivor Benefit Plan, as
amended and restated effective January 31, 2000 [Annual Report
on Form 10-K of APCo for the fiscal year ended December 31,
2002, File No. 1-3457; Exhibit 10(j)(2)].
+10(k) -- AEP Senior Executive Severance Plan for Merger with Central
and South West Corporation, effective March 1, 1999[Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1998, File No. 1-3525, Exhibit 10(o)].
+10(l) -- AEP Change In Control Agreement [Annual Report on Form 10-K
of AEP for the fiscal year ended December 31, 2001, File No.
1-3525, Exhibit 10(o)].
*+10(m) -- AEP System 2000 Long-Term Incentive Plan, as amended
December 10, 2003.
+10(n)(1) -- Central and South West System Special Executive Retirement
Plan as amended and restated effective July 1, 1997 [Annual
Report on Form 10-K of CSW for the fiscal year ended December
31, 1998, File No. 1-1443, Exhibit 18].
+10(n)(2) -- Certified CSW Board Resolution of April 18, 1991 [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 2001, File No. 1-3525, Exhibit 10(r)(2)].
*+10(n)(3) -- Certified AEP Utilities, Inc. (formerly CSW) Board
Resolutions of July 16, 1996.
+10(n)(4) -- CSW 1992 Long-Term Incentive Plan [Proxy Statement of CSW,
March 13, 1992].
*+10(o)(1) -- AEP System Incentive Compensation Deferral Plan Amended and
Restated as of January 1, 2003.
+10(p) -- AEP System Nuclear Performance Long Term Incentive
Compensation Plan dated August 1, 1998 [Annual Report on Form
10-K of APCo for the fiscal year ended December 31, 2002, file
No. 1-3457; Exhibit 10(p)].
+10(q) -- Nuclear Key Contributor Retention Plan dated May 1, 2000
[Annual Report on Form 10-K of APCo for the fiscal year ended
December 31, 2002, File No. 1-3457; Exhibit 10(q)].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the APCo 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
21 -- List of subsidiaries of APCo [Annual Report on Form 10-K of
AEP for the fiscal year ended December 31, 2003, File No.
1-3525, Exhibit 21].
*23 -- Consent of Deloitte & Touche LLP
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
CSPCo++
3(a) -- Amended Articles of Incorporation of CSPCo, as amended to
March 6, 1992 [Registration Statement No. 33-53377, Exhibit
4(a)].
3(b) -- Certificate of Amendment to Amended Articles of
Incorporation of CSPCo, dated May 19, 1994 [Annual Report on
Form 10-K of CSPCo for the fiscal year ended December 31,
1994, File No. 1-2680, Exhibit 3(b)].
3(c) -- Composite of Amended Articles of Incorporation of CSPCo, as
amended [Annual Report on Form 10-K of CSPCo for the fiscal
year ended December 31, 1994, File No. 1-2680, Exhibit 3(c)].
3(d) -- Code of Regulations and By-Laws of CSPCo [Annual Report on
Form 10-K of CSPCo for the fiscal year ended December 31,
1987, File No. 1-2680, Exhibit 3(d)].
4(a) -- Indenture of Mortgage and Deed of Trust, dated September 1,
1940, between CSPCo and City Bank Farmers Trust Company (now
Citibank, N.A.), as trustee, as supplemented and amended
[Registration Statement No. 2-59411, Exhibits 2(B) and 2(C);
Registration Statement No.2-80535, Exhibit 4(b); Registration
Statement No. 2-87091, Exhibit 4(b); Registration Statement
No. 2-93208, Exhibit 4(b); Registration Statement No. 2-97652,
Exhibit 4(b); Registration Statement No. 33-7081, Exhibit
4(b); Registration Statement No. 33-12389, Exhibit 4(b);
Registration Statement No. 33-19227, Exhibits 4(b), 4(e),
4(f), 4(g) and 4(h); Registration Statement No. 33-35651,
Exhibit 4(b); Registration Statement No. 33-46859, Exhibits
4(b) and 4(c); Registration Statement No. 33-50316,
Exhibits 4(b) and 4(c); Registration Statement No. 33-60336,
Exhibits 4(b), 4(c) and 4(d); Registration Statement No.
33-50447, Exhibits 4(b) and 4(c); Annual Report on Form 10-K
of CSPCo for the fiscal year ended December 31, 1993, File No.
1-2680, Exhibit 4(b)].
4(b) -- Indenture (for unsecured debt securities), dated as of
September 1, 1997, between CSPCo and Bankers Trust Company, as
Trustee [Registration Statement No. 333-54025, Exhibits 4(a),
4(b), 4(c) and 4(d); Annual Report on Form 10-K of CSPCo for
the fiscal year ended December 31, 1998, File No. 1-2680,
Exhibits 4(c) and 4(d)].
*4(c) -- First Supplemental Indenture between CSPCo and Deutsche
Bank Trust Company Americas, as Trustee, dated November 25,
2003, establishing terms of 4.40% Senior Notes, Series E, due
2010.
*4(d) -- Indenture (for unsecured debt securities), dated as of
February 1, 2003, between CSPCo and Bank One, N.A., as Trustee
*4(e) -- First Supplemental Indenture, dated as of February 1, 2003,
between CSPCo and Bank One, N.A., as trustee, establishing the
terms of 5.50% Senior Notes, Series A, due 2013 and 5.50%
Senior Notes, Series C, due 2013.
*4(f) -- Second Supplemental Indenture, dated as of February 1,
2003, between CSPCo and Bank One, N.A. establishing the terms
of 6.60% Senior Notes, Series B, due 2033 and 6.60% Senior
Notes, Series D, due 2033.
10(a)(1) -- Power Agreement, dated October 15, 1952, between OVEC and
United States of America, acting by and through the United
States Atomic Energy Commission, and, subsequent to January
18, 1975, the Administrator of the Energy Research and
Development Administration, as amended [Registration
Statement No. 2-60015, Exhibit 5(a); Registration Statement
No. 2-63234, Exhibit 5(a)(1)(B); Registration Statement
No. 2-66301, Exhibit 5(a)(1)(C); Registration Statement
No. 2-67728, Exhibit 5(a)(1)(B); Annual Report on Form 10-K of
APCo for the fiscal year ended December 31, 1989, File No.
1-3457, Exhibit 10(a)(1)(F); and Annual Report on Form
10-K of APCo for the fiscal year ended December 31, 1992,
File No. 1-3457, Exhibit 10(a)(1)(B)].
10(a)(2) -- Inter-Company Power Agreement, dated July 10, 1953, among
OVEC and the Sponsoring Companies, as amended [Registration
Statement No. 2-60015, Exhibit 5(c); Registration Statement
No. 2-67728, Exhibit 5(a)(3)(B); and Annual Report on Form
10-K of APCo for the fiscal year ended December 31, 1992, File
No. 1-3457, Exhibit 10(a)(2)(B)].
10(a)(3) -- Power Agreement, dated July 10, 1953, between OVEC and
Indiana-Kentucky Electric Corporation, as amended
[Registration Statement No. 2-60015, Exhibit 5(e)].
10(b) -- Interconnection Agreement, dated July 6, 1951, among APCo,
CSPCo, KPCo, OPCo and I&M and AEPSC, as amended [Registration
Statement No. 2-52910, Exhibit 5(a); Registration Statement
No. 2-61009, Exhibit 5(b); and Annual Report on Form 10-K of
AEP for the fiscal year ended December 31, 1990, File No.
1-3525, Exhibit 10(a)(3)].
10(c) -- Transmission Agreement, dated April 1, 1984, among APCo,
CSPCo, I&M, KPCo, OPCo, and with AEPSC as agent, as amended
[Annual Report on Form 10-K of AEP for the fiscal year ended
December 31, 1985, File No. 1-3525, Exhibit 10(b); and Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1988, File No. 1-3525, Exhibit 10(b)(2)].
10(d) -- Modification No. 1 to the AEP System Interim Allowance
Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KPCo,
OPCo and AEPSC [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 1996, File No. 1-3525, Exhibit
10(l)].
10(e)(1) -- Agreement and Plan of Merger, dated as of December 21,
1997, By and Among American Electric Power Company, Inc.,
Augusta Acquisition Corporation and Central and South West
Corporation [Annual Report on Form 10-K of AEP for the fiscal
year ended December 31, 1997, File No. 1-3525, Exhibit 10(f)].
10(e)(2) -- Amendment No. 1, dated as of December 31, 1999, to the
Agreement and Plan of Merger [Current Report on Form 8-K of
CSPCo dated December 15, 1999, File No. 1-2680, Exhibit 10].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the CSPCo 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
21 -- List of subsidiaries of CSPCo [Annual Report on Form 10-K of
AEP for the fiscal year ended December 31, 2003, File No.
1-3525, Exhibit 21]
*23 -- Consent of Deloitte & Touche LLP.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
I&M++
3(a) -- Amended Articles of Acceptance of I&M and amendments
thereto [Annual Report on Form 10-K of I&M for fiscal year
ended December 31, 1993, File No. 1-3570, Exhibit 3(a)].
3(b) -- Articles of Amendment to the Amended Articles of Acceptance
of I&M, dated March 6, 1997 [Annual Report on Form 10-K of I&M
for fiscal year ended December 31, 1996, File No. 1-3570,
Exhibit 3(b)].
3(c) -- Composite of the Amended Articles of Acceptance of I&M
(amended as of March 7, 1997) [Annual Report on Form 10-K of
I&M for the fiscal year ended December 31, 1996, File No.
1-3570, Exhibit 3(c)].
3(d) -- By-Laws of I&M (amended as of November 28, 2001) [Annual
Report on Form 10-K of I&M for the fiscal year ended December
31, 2001, File No. 1-3570, Exhibit 3(d)].
4(a) -- Mortgage and Deed of Trust, dated as of June 1, 1939, between
I&M and Irving Trust Company (now The Bank of New York) and
various individuals, as Trustees, as amended and supplemented
[Registration Statement No. 2-7597, Exhibit 7(a); Registration
Statement No. 2-60665, Exhibits 2(c)(2), 2(c)(3), 2(c)(4),
2(c)(5), 2(c)(6), 2(c)(7), 2(c)(8), 2(c)(9), 2(c)(10),
2(c)(11), 2(c)(12), 2(c)(13), 2(c)(14), 2(c)(15), (2)(c)(16),
and 2(c)(17); Registration Statement No. 2-63234, Exhibit
2(b)(18); Registration Statement No. 2-65389,
Exhibit 2(a)(19); Registration Statement No. 2-67728,
Exhibit 2(b)(20); Registration Statement No. 2-85016,
Exhibit 4(b); Registration Statement No.33-5728, Exhibit 4(c);
Registration Statement No. 33-9280, Exhibit 4(b); Registration
Statement No. 33-11230, Exhibit 4(b); Registration Statement
No. 33-19620, Exhibits 4(a)(ii), 4(a)(iii), 4(a)(iv)
and 4(a)(v); Registration Statement No.33-46851, Exhibits
4(b)(i), 4(b)(ii) and 4(b)(iii); Registration Statement
No. 33-54480, Exhibits 4(b)(i) and 4(b)(ii); Registration
Statement No. 33-60886, Exhibit 4(b)(i); Registration
Statement No. 33-50521, Exhibits 4(b)(i), 4(b)(ii)
and 4(b)(iii); Annual Report on Form 10-K of I&M for the
fiscal year ended December 31, 1993, File No. 1-3570,
Exhibit 4(b); Annual Report on Form 10-K of I&M for the fiscal
year ended December 31, 1994, File No. 1-3570, Exhibit 4(b);
Annual Report on Form 10-K of I&M for the fiscal year ended
December 31, 1996, File No. 1-3570, Exhibit 4(b)].
4(b) -- Indenture (for unsecured debt securities), dated as of
October 1, 1998, between I&M and The Bank of New York, as
Trustee [Registration Statement No. 333-88523, Exhibits 4(a),
4(b) and 4(c); Registration Statement No. 333-58656, Exhibits
4(b) and 4(c); Registration Statement No. 333-108975, Exhibits
4(b), 4(c) and 4(d)].
10(a)(1) -- Power Agreement, dated October 15, 1952, between OVEC and
United States of America, acting by and through the United
States Atomic Energy Commission, and, subsequent to
January 18, 1975, the Administrator of the Energy Research and
Development Administration, as amended [Registration
Statement No. 2-60015, Exhibit 5(a); Registration Statement
No. 2-63234, Exhibit 5(a)(1)(B); Registration Statement
No. 2-66301, Exhibit 5(a)(1)(C); Registration Statement
No. 2-67728, Exhibit 5(a)(1)(D); Annual Report on Form 10-K of
APCo for the fiscal year ended December 31, 1989, File No.
1-3457, Exhibit 10(a)(1)(F); and Annual Report on Form
10-K of APCo for the fiscal year ended December 31, 1992,
File No. 1-3457, Exhibit 10(a)(1)(B)].
10(a)(2) -- Inter-Company Power Agreement, dated as of July 10, 1953,
among OVEC and the Sponsoring Companies, as amended
[Registration Statement No. 2-60015, Exhibit 5(c);
Registration Statement No. 2-67728, Exhibit 5(a)(3)(B); Annual
Report on Form 10-K of APCo for the fiscal year ended December
31, 1992, File No. 1-3457, Exhibit 10(a)(2)(B)].
10(a)(3) -- Power Agreement, dated July 10, 1953, between OVEC and
Indiana-Kentucky Electric Corporation, as amended
[Registration Statement No. 2-60015, Exhibit 5(e)].
10(a)(4) -- Inter-Company Power Agreement, dated as of July 10, 1953,
among OVEC and the Sponsoring Companies, as amended
[Registration Statement No. 2-60015, Exhibit 5(c);
Registration Statement No. 2-67728, Exhibit 5(a)(3)(B); Annual
Report on Form 10-K of APCo for the fiscal year ended December
31, 1992, File No. 1-3457, Exhibit 10(a)(2)(B)].
10(b) -- Interconnection Agreement, dated July 6, 1951, among APCo,
CSPCo, KPCo, I&M, and OPCo and with AEPSC, as amended
[Registration Statement No. 2-52910, Exhibit 5(a);
Registration Statement No. 2-61009, Exhibit 5(b); and Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1990, File No. 1-3525, Exhibit 10(a)(3)].
10(c) -- Transmission Agreement, dated April 1, 1984, among APCo,
CSPCo, I&M, KPCo, OPCo and with AEPSC as agent, as amended
[Annual Report on Form 10-K of AEP for the fiscal year ended
December 31, 1985, File No. 1-3525, Exhibit 10(b); and Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1988, File No. 1-3525, Exhibit 10(b)(2)].
10(d) -- Modification No. 1 to the AEP System Interim Allowance
Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KPCo,
OPCo and AEPSC [Annual Report on Form 10-K of AEP for the
fiscal year ended December 1, 1996, File No. 1-3525, Exhibit
10(l)].
10(e) -- Lease Agreements, dated as of December 1, 1989, between I&M
and Wilmington Trust Company, as amended [Registration
Statement No. 33-32753, Exhibits 28(a)(1)(C), 28(a)(2)(C),
28(a)(3)(C), 28(a)(4)(C), 28(a)(5)(C) and 28(a)(6)(C); Annual
Report on Form 10-K of I&M for the fiscal year ended December
31, 1993, File No. 1-3570, Exhibits 10(e)(1)(B), 10(e)(2)(B),
10(e)(3)(B), 10(e)(4)(B), 10(e)(5)(B) and 10(e)(6)(B)].
10(f)(1) -- Agreement and Plan of Merger, dated as of December 21,
1997, By and Among American Electric Power Company, Inc.,
Augusta Acquisition Corporation and Central and South West
Corporation [Annual Report on Form 10-K of AEP for the fiscal
year ended December 31, 1997, File No. 1-3525, Exhibit 10(f)].
10(f)(2) -- Amendment No. 1, dated as of December 31, 1999, to the
Agreement and Plan of Merger [Current Report on Form 8-K of
I&M dated December 15, 1999, File No. 1-3570, Exhibit 10].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the I&M 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
21 -- List of subsidiaries of I&M [Annual Report on Form 10-K of
AEP for the fiscal year ended December 31, 2003, File No.
1-3525, Exhibit 21].
*23 -- Consent of Deloitte & Touche LLP.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
KPCo++
3(a) -- Restated Articles of Incorporation of KPCo [Annual Report
on Form 10-K of KPCo for the fiscal year ended December 31,
1991, File No. 1-6858, Exhibit 3(a)].
3(b) -- By-Laws of KPCo (amended as of June 15, 2000) [Annual
Report on Form 10-K of KPCo for the fiscal year ended December
31, 2000, File No. 1-6858, Exhibit 3(b)].
4(a) -- Indenture (for unsecured debt securities), dated as of
September 1, 1997, between KPCo and Bankers Trust Company, as
Trustee [Registration Statement No. 333-75785, Exhibits 4(a),
4(b), 4(c) and 4(d); Registration Statement No. 333-87216,
Exhibits 4(e) and 4(f); Annual Report on Form 10-K of KPCo for
the fiscal year ended December 31, 2002, File No. 1-6858,
Exhibits 4(c), 4(d) and 4(e)].
*4(b) -- Company Order and Officer's Certificate, dated June 13,
2003 establishing certain terms of the 5.625% Senior Notes,
Series D, due 2032.
10(a) -- Interconnection Agreement, dated July 6, 1951, among APCo,
CSPCo, KPCo, I&M and OPCo and with AEPSC, as amended
[Registration Statement No. 2-52910, Exhibit 5(a);Registration
Statement No. 2-61009, Exhibit 5(b); and Annual Report on Form
10-K of AEP for the fiscal year ended December 31, 1990, File
No. 1-3525, Exhibit 10(a)(3)].
10(b) -- Transmission Agreement, dated April 1, 1984, among APCo,
CSPCo, I&M, KPCo, OPCo and with AEPSC as agent, as amended
[Annual Report on Form 10-K of AEP for the fiscal year ended
December 31, 1985, File No. 1-3525, Exhibit 10(b); and Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1988, File No. 1-3525, Exhibit 10(b)(2)].
10(c) -- Modification No. 1 to the AEP System Interim Allowance
Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KPCo,
OPCo and AEPSC [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 1996, File No. 1-3525, Exhibit
10(l)].
10(d)(1) -- Agreement and Plan of Merger, dated as of December 21,
1997, By and Among American Electric Power Company, Inc.,
Augusta Acquisition Corporation and Central and South West
Corporation [Annual Report on Form 10-K of AEP for the fiscal
year ended December 31, 1997, File No. 1-3525, Exhibit 10(f)].
10(d)(2) -- Amendment No. 1, dated as of December 31, 1999, to the
Agreement and Plan of Merger [Current Report on Form 8-K of
KPCo dated December 15, 1999, File No. 1-6858, Exhibit 10].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the KPCo 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
*23 -- Consent of Deloitte & Touche LLP
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
OPCo++
3(a) -- Amended Articles of Incorporation of OPCo, and amendments
thereto to December 31, 1993 [Registration Statement No.
33-50139, Exhibit 4(a); Annual Report on Form 10-K of OPCo for
the fiscal year ended December 31, 1993, File No. 1-6543,
Exhibit 3(b)].
3(b) -- Certificate of Amendment to Amended Articles of
Incorporation of OPCo, dated May 3, 1994 [Annual Report on
Form 10-K of OPCo for the fiscal year ended December 31, 1994,
File No. 1-6543, Exhibit 3(b)].
3(c) -- Certificate of Amendment to Amended Articles of
Incorporation of OPCo, dated March 6, 1997 [Annual Report on
Form 10-K of OPCo for the fiscal year ended December 31, 1996,
File No. 1-6543, Exhibit 3(c)].
3(d) -- Certificate of Amendment to Amended Articles of
Incorporation of OPCo, dated June 3, 2002 [Quarterly Report on
Form 10-Q of OPCo for the quarter ended June 30, 2002, File
No. 1-6543, Exhibit 3(d)].
3(e) -- Composite of the Amended Articles of Incorporation of OPCo
(amended as of June 3, 2002) [[Quarterly Report on Form 10-Q
of OPCo for the quarter ended June 30, 2002, File No. 1-6543,
Exhibit 3(e)].
3(f) -- Code of Regulations of OPCo [Annual Report on Form 10-K of
OPCo for the fiscal year ended December 31, 1990, File No.
1-6543, Exhibit 3(d)].
4(a) -- Mortgage and Deed of Trust, dated as of October 1, 1938,
between OPCo and Manufacturers Hanover Trust Company (now
Chemical Bank), as Trustee, as amended and supplemented
[Registration Statement No. 2-3828, Exhibit B-4;
Registration Statement No. 2-60721, Exhibits 2(c)(2), 2(c)(3),
2(c)(4), 2(c)(5), 2(c)(6), 2(c)(7), 2(c)(8), 2(c)(9),
2(c)(10), 2(c)(11), 2(c)(12), 2(c)(13), 2(c)(14), 2(c)(15),
2(c)(16), 2(c)(17), 2(c)(18), 2(c)(19), 2(c)(20), 2(c)(21),
2(c)(22), 2(c)(23), 2(c)(24), 2(c)(25), 2(c)(26), 2(c)(27),
2(c)(28), 2(c)(29), 2(c)(30), and 2(c)(31); Registration
Statement No. 2-83591, Exhibit 4(b); Registration Statement
No. 33-21208, Exhibits 4(a)(ii), 4(a)(iii) and 4(a)(iv);
Registration Statement No. 33-31069, Exhibit 4(a)(ii);
Registration Statement No. 33-44995, Exhibit 4(a)(ii);
Registration Statement No. 33-59006, Exhibits 4(a)(ii),
4(a)(iii) and 4(a)(iv); Registration Statement No. 33-50373,
Exhibits 4(a)(ii), 4(a)(iii) and 4(a)(iv); Annual Report on
Form 10-K of OPCo for the fiscal year ended December 31, 1993,
File No. 1-6543, Exhibit 4(b)].
4(b) -- Indenture (for unsecured debt securities), dated as of
September 1, 1997, between OPCo and Bankers Trust Company (now
Deutsche Bank Trust Company Americas), as Trustee
[Registration Statement No. 333-49595, Exhibits 4(a), 4(b) and
4(c); Registration Statement No. 333-106242, Exhibit 4(b),
4(c) and 4(d); Registration Statement No. 333-75783, Exhibits
4(b) and 4(c)].
*4(c) -- First Supplemental Indenture between OPCo and Deutsche Bank
Trust Company Americas, as Trustee, dated July 11, 2003,
establishing terms of 4.85% Senior Notes, Series H, due 2014.
*4(d) -- Second Supplemental Indenture between OPCo and Deutsche
Bank Trust Company Americas, as Trustee, dated July 11, 2003,
establishing terms of 6.375% Senior Notes, Series I, due 2033.
*4(e) -- Indenture (for unsecured debt securities), dated as of
February 1, 2003, between OPCo and Bank One, N.A., as Trustee
*4(f) -- First Supplemental Indenture, dated as of February 1, 2003,
between OPCo and Bank One, N.A., as Trustee, establishing the
terms of 5.50% Senior Notes, Series D, due 2013 and 5.50%
Senior Notes, Series F, due 2013.
*4(g) -- Second Supplemental Indenture, dated as of February 1,
2003, between OPCo and Bank One, N.A., as Trustee,
establishing the terms of 6.60% Senior Notes, Series E, due
2033 and 6.60% Senior Notes, Series G, due 2033.
10(a)(1) -- Power Agreement, dated October 15, 1952, between OVEC and
United States of America, acting by and through the United
States Atomic Energy Commission, and, subsequent to
January 18, 1975, the Administrator of the Energy Research and
Development Administration, as amended [Registration
Statement No. 2-60015, Exhibit 5(a); Registration Statement
No. 2-63234, Exhibit 5(a)(1)(B); Registration Statement No.
2-66301, Exhibit 5(a)(1)(C); Registration Statement No.
2-67728, Exhibit 5(a)(1)(D); Annual Report on Form 10-K of
APCo for the fiscal year ended December 31, 1989, File No.
1-3457, Exhibit 10(a)(1)(F); Annual Report on Form 10-K of
APCo for the fiscal year ended December 31, 1992, File No.
1-3457, Exhibit 10(a)(1)(B)].
10(a)(2) -- Inter-Company Power Agreement, dated July 10, 1953, among
OVEC and the Sponsoring Companies, as amended [Registration
Statement No. 2-60015, Exhibit 5(c); Registration Statement
No. 2-67728, Exhibit 5(a)(3)(B); Annual Report on Form 10-K of
APCo for the fiscal year ended December 31, 1992, File No.
1-3457, Exhibit 10(a)(2)(B)].
10(a)(3) -- Power Agreement, dated July 10, 1953, between OVEC and
Indiana-Kentucky Electric Corporation, as amended
[Registration Statement No. 2-60015, Exhibit 5(e)].
10(b) -- Interconnection Agreement, dated July 6, 1951, among APCo,
CSPCo, KPCo, I&M and OPCo and with AEPSC, as amended
[Registration Statement No. 2-52910, Exhibit 5(a);
Registration Statement No. 2-61009, Exhibit 5(b); Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1990, File 1-3525, Exhibit 10(a)(3)].
10(c) -- Transmission Agreement, dated April 1, 1984, among APCo,
CSPCo, I&M, KPCo, OPCo and with AEPSC as agent [Annual Report
on Form 10-K of AEP for the fiscal year ended December 31,
1985, File No. 1-3525, Exhibit 10(b); Annual Report on Form
10-K of AEP for the fiscal year ended December 31, 1988, File
No. 1-3525, Exhibit 10(b)(2)].
10(d) -- Modification No. 1 to the AEP System Interim Allowance
Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KPCo,
OPCo and AEPSC [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 1996, File No. 1-3525, Exhibit
10(l)].
10(e) -- Amendment No. 1, dated October 1, 1973, to Station
Agreement dated January 1, 1968, among OPCo, Buckeye and
Cardinal Operating Company, and amendments thereto [Annual
Report on Form 10-K of OPCo for the fiscal year ended December
31, 1993, File No. 1-6543, Exhibit 10(f)].
10(f) -- Lease Agreement dated January 20, 1995 between OPCo and JMG
Funding, Limited Partnership, and amendment thereto
(confidential treatment requested) [Annual Report on Form 10-K
of OPCo for the fiscal year ended December 31, 1994, File No.
1-6543, Exhibit 10(l)(2)].
10(g)(1) -- Agreement and Plan of Merger, dated as of December 21,
1997, by and among American Electric Power Company, Inc.,
Augusta Acquisition Corporation and Central and South West
Corporation [Annual Report on Form 10-K of AEP for the fiscal
year ended December 31, 1997, File No. 1-3525, Exhibit 10(f)].
10(g)(2) -- Amendment No. 1, dated as of December 31, 1999, to the
Agreement and Plan of Merger [Current Report on Form 8-K of
OPCo dated December 15, 1999, File No. 1-6543, Exhibit 10].
+10(h) -- AEP System Senior Officer Annual Incentive Compensation
Plan [Annual Report on Form 10-K of AEP for the fiscal year
ended December 31, 1996, File No. 1-3525, Exhibit 10(i)(1)].
+10(i)(1)(A -- AEP System Excess Benefit Plan, Amended and Restated as of
January 1, 2001 [Annual Report on Form 10-K of AEP for the
fiscal year ended December 31, 2000, File No. 1-3525, Exhibit
10(j)(1)(A)].
+10(i)(1)(B) -- First Amendment to AEP System Excess Benefit Plan, dated as
of March 5, 2003 [Annual Report on Form 10-K of OPCo for the
fiscal year ended December 31, 2002, File No. 1-6543; Exhibit
10(i)(1)(B)].
*+10(i)(2) -- AEP System Supplemental Retirement Savings Plan, Amended
and Restated as of January 1, 2003 (Non-Qualified).
+10(i)(3) -- Service Corporation Umbrella Trust for Executives [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1993, File No. 1-3525, Exhibit 10(g)(3)].
*+10(j)(1) -- Employment Agreement between AEP, AEPSC and Michael G.
Morris dated December 15, 2003.
+10(j)(2) -- Memorandum of agreement between Susan Tomasky and AEPSC
dated January 3, 2001 [Annual Report on Form 10-K of AEP for
the fiscal year ended December 31, 2000, File No. 1-3525,
Exhibit 10(s)].
+10(j)(3) -- Employment Agreement dated July 29, 1998 between AEPSC and
Robert P. Powers [Annual Report on Form 10-K of OPCo for the
fiscal year ended December 31, 2002, File No. 1-6543; Exhibit
10(j)(3)].
+10(k)(1) -- AEP System Survivor Benefit Plan, effective January 27,
1998 [Quarterly Report on Form 10-Q of AEP for the quarter
ended September 30, 1998, File No. 1-3525, Exhibit 10].
+10(k)(2) -- First Amendment to AEP System Survivor Benefit Plan, as
amended and restated effective January 31, 2000 [Annual Report
on Form 10-K of OPCo for the fiscal year ended December 31,
2002, File No. 1-6543; Exhibit 10(k)(2)].
+10(l) -- AEP Senior Executive Severance Plan for Merger with Central
and South West Corporation, effective March 1, 1999[Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 1998, File No. 1-3525, Exhibit 10(o)].
+10(m) -- AEP Change In Control Agreement [Annual Report on Form 10-K
of AEP for the fiscal year ended December 31, 2001, File No.
1-3525, Exhibit 10(o)].
*+10(n) -- AEP System 2000 Long-Term Incentive Plan, as amended December
10, 2003.
+10(o)(1) -- Central and South West System Special Executive Retirement
Plan as amended and restated effective July 1, 1997 [Annual
Report on Form 10-K of CSW for the fiscal year ended December
31, 1998, File No. 1-1443, Exhibit 18].
+10(o)(2) -- Certified CSW Board Resolution of April 18, 1991 [Annual
Report on Form 10-K of AEP for the fiscal year ended December
31, 2001, File No. 1-3525, Exhibit 10(r)(2)].
*+10(o)(3) -- Certified AEP Utilities, Inc. (formerly CSW) Board
Resolutions of July 16, 1996.
+10(o)(4) -- CSW 1992 Long-Term Incentive Plan [Proxy Statement of CSW,
March 13, 1992].
*+10(p)(1) -- AEP System Incentive Compensation Deferral Plan Amended and
Restated as of January 1, 2003.
+10(q) -- AEP System Nuclear Performance Long Term Incentive
Compensation Plan dated August 1, 1998 [Annual Report on Form
10-K of OPCo for the fiscal year ended December 31, 2002, File
No. 1-6543; Exhibit 10(q)].
+10(r) -- Nuclear Key Contributor Retention Plan dated May 1, 2000
[Annual Report on Form 10-K of OPCo for the fiscal year ended
December 31, 2002, File No. 1-6543; Exhibit 10(r)].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the OPCo 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
21 -- List of subsidiaries of OPCo [Annual Report on Form 10-K of
AEP for the fiscal year ended December 31, 2003, File No.
1-3525, Exhibit 21].
*23 -- Consent of Deloitte & Touche LLP.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
PSO++
3(a) -- Restated Certificate of Incorporation of PSO [Annual Report
on Form U5S of Central and South West Corporation for the
fiscal year ended December 31, 1996, File No. 1-1443, Exhibit
B-3.1].
3(b) -- By-Laws of PSO (amended as of June 28, 2000) [Annual Report
on Form 10-K of PSO for the fiscal year ended December 31,
2000, File No. 0-343, Exhibit 3(b)].
4(a) -- Indenture, dated July 1, 1945, between and Liberty Bank and
Trust Company of Tulsa, National Association, as Trustee, as
amended and supplemented [Registration Statement No. 2-60712,
Exhibit 5.03; Registration Statement No.2-64432, Exhibit 2.02;
Registration Statement No. 2-65871, Exhibit 2.02; Form U-1 No.
70-6822, Exhibit 2; Form U-1 No. 70-7234, Exhibit 3;
Registration Statement No. 33-48650, Exhibit 4(b);
Registration Statement No. 33-49143, Exhibit 4(c);
Registration Statement No. 33-49575, Exhibit 4(b); Annual
Report on Form 10-K of PSO for the fiscal year ended
December 31, 1993, File No. 0-343, Exhibit 4(b); Current
Report on Form 8-K of PSO dated March 4, 1996, No. 0-343,
Exhibit 4.01; Current Report on Form 8-K of PSO dated March 4,
1996, No. 0-343, Exhibit 4.02; Current Report on Form 8-K of
PSO dated March 4, 1996, No. 0-343, Exhibit 4.03].
4(b) -- PSO-obligated, mandatorily redeemable preferred securities
of subsidiary trust holding solely Junior Subordinated
Debentures of PSO:
(1) Indenture, dated as of May 1, 1997, between PSO and The
Bank of New York, as Trustee [Quarterly Report on Form
10-Q of PSO dated March 31, 1997, File No. 0-343,
Exhibits 4.6 and 4.7].
(2) Amended and Restated Trust Agreement of PSO Capital I,
dated as of May 1, 1997, among PSO, as Depositor, The
Bank of New York, as Property Trustee, The Bank of New
York (Delaware), as Delaware Trustee, and the
Administrative Trustee [Quarterly Report on Form 10-Q of
PSO dated March 31, 1997, File No. 0-343, Exhibit 4.8].
(3) Guarantee Agreement, dated as of May 1, 1997, delivered
by PSO for the benefit of the holders of PSO Capital I's
Preferred Securities [Quarterly Report on Form 10-Q of
PSO dated March 31, 1997, File No. 0-343, Exhibits 4.9].
(4) Agreement as to Expenses and Liabilities, dated as of May
1, 1997, between PSO and PSO Capital I [Quarterly Report
on Form 10-Q of PSO dated March 31, 1997, File No. 0-343,
Exhibits 4.10].
4(c) -- Indenture (for unsecured debt securities), dated as of
November 1, 2000, between PSO and The Bank of New York, as
Trustee [Registration Statement No. 333-100623, Exhibits 4(a)
and 4(b); [Annual Report on Form 10-K of PSO for the fiscal
year ended December 31, 2002, File No. 0-343; Exhibit 4(c)].
*4(d) -- Third Supplemental Indenture, dated as of September 15,
2003, between PSO and The Bank of New York, as Trustee,
establishing terms of the 4.85% Senior Notes, Series C, due
2010.
10(a) -- Restated and Amended Operating Agreement, dated as of
January 1, 1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual
Report on Form 10-K of PSO for the fiscal year ended December
31, 2002, File No. 0-343; Exhibit 10(a)].
10(b) -- Transmission Coordination Agreement, dated October 29,
1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual Report on
Form 10-K of PSO for the fiscal year ended December 31, 2002,
File No. 0-343; Exhibit 10(b)].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the PSO 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
*23 -- Consent of Deloitte & Touche LLP.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
SWEPCo++
3(a) -- Restated Certificate of Incorporation, as amended through
May 6, 1997, including Certificate of Amendment of Restated
Certificate of Incorporation [Quarterly Report on Form 10-Q of
SWEPCo for the quarter ended March 31, 1997, File No. 1-3146,
Exhibit 3.4].
3(b) -- By-Laws of SWEPCo (amended as of April 27, 2000) [Quarterly
Report on Form 10-Q of SWEPCo for the quarter ended March 31,
2000, File No. 1-3146, Exhibit 3.3].
4(a) -- Indenture, dated February 1, 1940, between SWEPCo and
Continental Bank, National Association and M. J. Kruger, as
Trustees, as amended and supplemented [Registration Statement
No. 2-60712, Exhibit 5.04; Registration Statement No. 2-61943,
Exhibit 2.02; Registration Statement No.2-66033, Exhibit 2.02;
Registration Statement No. 2-71126, Exhibit 2.02; Registration
Statement No. 2-77165, Exhibit 2.02; Form U-1 No. 70-7121,
Exhibit 4; Form U-1 No. 70-7233, Exhibit 3; Form U-1 No.
70-7676, Exhibit 3; Form U-1 No. 70-7934, Exhibit 10;
Form U-1 No. 72-8041, Exhibit 10(b); Form U-1 No. 70-8041,
Exhibit 10(c); Form U-1 No. 70-8239, Exhibit 10(a)].
*4(b) -- SWEPCO-obligated, mandatorily redeemable preferred
securities of subsidiary trust holding solely Junior
Subordinated Debentures of SWEPCo:
(1) Subordinated Indenture, dated as of September 1, 2003,
between SWEPCo and The Bank of New York, as Trustee.
(2) Amended and Restated Trust Agreement of SWEPCo Capital
Trust I, dated as of September 1, 2003, among SWEPCo, as
Depositor, The Bank of New York, as Property Trustee, The
Bank of New York (Delaware), as Delaware Trustee, and the
Administrative Trustees.
(3) Guarantee Agreement, dated as of September 1, 2003,
delivered by SWEPCo for the benefit of the holders of
SWEPCo Capital Trust I's Preferred Securities.
(4) First Supplemental Indenture dated as of October 1, 2003,
providing for the issuance of Series B Junior
Subordinated Debentures between SWEPCo, as Issuer and The
Bank of New York, as Trustee
(5) Agreement as to Expenses and Liabilities, dated as of
October 1, 2003 between SWEPCo and SWEPCo Capital Trust I
(included in Item (4) above as exhibit 4(f)(i)(A).
4(c) -- Indenture (for unsecured debt securities), dated as of
February 4, 2000, between SWEPCo and The Bank of New York, as
Trustee [Registration Statement No. 333-87834, Exhibits 4(a)
and 4(b); Registration Statement No. 333-100632, Exhibit 4(b);
Registration Statement No. 333-108045 Exhibit 4(b)].
*4(d) -- Third Supplemental Indenture, between SWEPCo and The Bank
of New York, as Trustee, dated April 11, 2003, establishing
terms of 5.375% Senior Notes, Series C, due 2015.
10(a) -- Restated and Amended Operating Agreement, dated as of
January 1, 1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual
Report on Form 10-K of SWEPCo for the fiscal year ended
December 31, 2002, File No. 1-3146; Exhibit 10(a)].
10(b) -- Transmission Coordination Agreement, dated October 29,
1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual Report on
Form 10-K of SWEPCo for the fiscal year ended December 31,
2002, File No. 1-3146; Exhibit 10(b)].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the SWEPCo 2003 Annual Report
(for the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
21 -- List of subsidiaries of SWEPCo [Annual Report on Form 10-K of
AEP for the fiscal year ended December 31, 2003, File No.
1-3525, Exhibit 21]
*23 -- Consent of Deloitte & Touche LLP.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
TCC++
3(a) -- Restated Articles of Incorporation Without Amendment,
Articles of Correction to Restated Articles of Incorporation
Without Amendment, Articles of Amendment to Restated Articles
of Incorporation, Statements of Registered Office and/or
Agent, and Articles of Amendment to the Articles of
Incorporation [Quarterly Report on Form 10-Q of TCC for the
quarter ended March 31, 1997, File No. 0-346, Exhibit 3.1].
3(b) -- Articles of Amendment to Restated Articles of Incorporation
of TCC dated December 18, 2002 [Annual Report on Form 10-K of
TCC for the fiscal year ended December 31, 2002, File No.
0-346; Exhibit 3(b)].
3(c) -- By-Laws of TCC (amended as of April 19, 2000) [Annual
Report on Form 10-K of TCC for the fiscal year ended December
31, 2000, File No. 0-346, Exhibit 3(b)].
4(a) -- Indenture of Mortgage or Deed of Trust, dated November 1,
1943, between TCC and The First National Bank of Chicago and
R. D. Manella, as Trustees, as amended and supplemented
[Registration Statement No. 2-60712, Exhibit 5.01;
Registration Statement No. 2-62271, Exhibit 2.02;
Form U-1 No. 70-7003, Exhibit 17; Registration Statement
No. 2-98944, Exhibit 4 (b); Form U-1 No. 70-7236, Exhibit 4;
Form U-1 No. 70-7249, Exhibit 4; Form U-1 No. 70-7520,
Exhibit 2; Form U-1 No. 70-7721, Exhibit 3; Form U-1
No. 70-7725, Exhibit 10; Form U-1 No. 70-8053, Exhibit 10
(a); Form U-1 No. 70-8053, Exhibit 10 (b); Form U-1
No. 70-8053, Exhibit 10 (c); Form U-1 No. 70-8053, Exhibit 10
(d); Form U-1 No. 70-8053, Exhibit 10 (e); Form U-1
No. 70-8053, Exhibit 10 (f)].
4(b) -- TCC-obligated, mandatorily redeemable preferred securities
of subsidiary trust holding solely Junior Subordinated
Debentures of TCC:
(1) Indenture, dated as of May 1, 1997, between TCC and the
Bank of New York, as Trustee [Quarterly Report on Form
10-Q of TCC dated March 31, 1997, File No. 0-346,
Exhibits 4.1 and 4.2].
(2) Amended and Restated Trust Agreement of TCC Capital I,
dated as of May 1, 1997, among TCC, as Depositor, The
Bank of New York, as Property Trustee, The Bank of New
York (Delaware), as Delaware Trustee, and the
Administrative Trustee [Quarterly Report on Form 10-Q of
TCC dated March 31, 1997, File No. 0-346, Exhibit 4.3].
(3) Guarantee Agreement, dated as of May 1, 1997, delivered
by TCC for the benefit of the holders of TCC Capital I's
Preferred Securities [Quarterly Report on Form 10-Q of
TCC dated March 31, 1997, File No. 0-346, Exhibit 4.4].
(4) Agreement as to Expenses and Liabilities dated as of May
1, 1997, between TCC and TCC Capital I [Quarterly Report
on Form 10-Q of TCC dated March 31, 1997, File No. 0-346,
Exhibit 4.5].
4(c) -- Indenture (for unsecured debt securities), dated as of
November 15, 1999, between TCC and The Bank of New York, as
Trustee, as amended and supplemented [Annual Report on Form
10-K of TCC for the fiscal year ended December 31, 2000, File
No. 0-346, Exhibits 4(c), 4(d) and 4(e)].
*4(d) -- Indenture (for unsecured debt securities), dated as of
February 1, 2003, between TCC and Bank One, N.A., as Trustee
*4(e) -- First Supplemental Indenture, dated as of February 1, 2003,
between TCC and Bank One, N.A., as Trustee, establishing the
terms of 5.50% Senior Notes, Series A, due 2013 and 5.50%
Senior Notes, Series D, due 2013.
*4(f) -- Second Supplemental Indenture, dated as of February 1,
2003, between TCC and Bank One, N.A., as Trustee, establishing
the terms of 6.65% Senior Notes, Series B, due 2033 and 6.65%
Senior Notes, Series E, due 2033.
*4(g) -- Third Supplemental Indenture, dated as of February 1, 2003,
between TCC and Bank One, N.A., as Trustee, establishing the
terms of 3.00% Senior Notes, Series C, due 2005 and 3.00%
Senior Notes, Series F, due 2005.
*4(h) -- Fourth Supplemental Indenture, dated as of February 1,
2003, between TCC and Bank One, N.A., as Trustee, establishing
the terms of Floating Rate Notes, Series A, due 2005 and
Floating Rate Notes, Series B, due 2005.
10(a) -- Restated and Amended Operating Agreement, dated as of
January 1, 1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual
Report on Form 10-K of TCC for the fiscal year ended December
31, 2002, File No. 0-346; Exhibit 10(a)].
10(b) -- Transmission Coordination Agreement, dated October 29,
1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual Report on
Form 10-K of TCC for the fiscal year ended December 31, 2002,
File No. 0-346; Exhibit 10(b)].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the TCC 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
21 -- List of subsidiaries of TCC [Annual Report on Form 10-K of
AEP for the fiscal year ended December 31, 2003, File No.
1-3525, Exhibit 21]
*23 -- Consent of Deloitte & Touche LLP.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
TNC++
3(a) -- Restated Articles of Incorporation, as amended, and
Articles of Amendment to the Articles of Incorporation [Annual
Report on Form 10-K of TNC for the fiscal year ended December
31, 1996, File No. 0-340, Exhibit 3.5].
3(b) -- Articles of Amendment to Restated Articles of Incorporation
of TNC dated December 17, 2002 [Annual Report on Form 10-K of
TNC for the fiscal year ended December 31, 2002, File No.
0-340; Exhibit 3(b)].
3(c) -- By-Laws of TNC (amended as of May 1, 2000) [Quarterly
Report on Form 10-Q of TNC for the quarter ended March 31,
2000, File No. 0-340, Exhibit 3.4].
4(a) -- Indenture, dated August 1, 1943, between TNC and Harris Trust
and Savings Bank and J. Bartolini, as Trustees, as amended and
supplemented [Registration Statement No. 2-60712, Exhibit
5.05; Registration Statement No. 2-63931, Exhibit 2.02;
Registration Statement No. 2-74408, Exhibit 4.02; Form U-1 No.
70-6820, Exhibit 12; Form U-1 No. 70-6925, Exhibit 13;
Registration Statement No. 2-98843, Exhibit 4(b); Form U-1
No. 70-7237, Exhibit 4; Form U-1 No. 70-7719, Exhibit 3;
Form U-1 No. 70-7936, Exhibit 10; Form U-1 No. 70-8057,
Exhibit 10; Form U-1 No. 70-8265, Exhibit 10; Form U-1
No. 70-8057, Exhibit 10(b); Form U-1 No. 70-8057,
Exhibit 10(c)].
*4(b) -- Indenture (for unsecured debt securities), dated as of
February 1, 2003, between TNC and Bank One, N.A., as Trustee
*4(c) -- First Supplemental Indenture, dated as of February 1, 2003,
between TNC and Bank One, N.A., as Trustee, establishing the
terms of 5.50% Senior Notes, Series A, due 2013 and 5.50%
Senior Notes, Series D, due 2013.
10(a) -- Restated and Amended Operating Agreement, dated as of
January 1, 1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual
Report on Form 10-K of TNC for the fiscal year ended December
31, 2002, File No. 0-340; Exhibit 10(a)].
10(b) -- Transmission Coordination Agreement, dated October 29,
1998, among PSO, TCC, TNC, SWEPCo and AEPSC [Annual Report on
Form 10-K of TNC for the fiscal year ended December 31, 2002,
File No. 0-340; Exhibit 10(b)].
*12 -- Statement re: Computation of Ratios.
*13 -- Copy of those portions of the TNC 2003 Annual Report (for
the fiscal year ended December 31, 2003) which are
incorporated by reference in this filing.
*24 -- Power of Attorney.
*31(a) -- Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31(b) -- Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32(a) -- Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
*32(b) -- Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.
---------------
++ Certain instruments defining the rights of holders of long-term debt of
the registrants included in the financial statements of registrants filed
herewith have been omitted because the total amount of securities authorized
thereunder does not exceed 10% of the total assets of registrants. The
registrants hereby agree to furnish a copy of any such omitted instrument to the
SEC upon request.