35-CERT 1 q1037010088.txt RULE 24 - AEP MONEY POOL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 File No. 70-10088 REPORT PERIOD January 1, 2003 to March 31, 2003 In the matter of: AMERICAN ELECTRIC POWER COMPANY, INC. This Certificate of Notification is filed by American Electric Power Company, Inc., a New York corporation ("AEP"), pursuant to Rule 24 (17 C.F.R. 250.24) under the Public Utility Holding Company Act of 1935 (the "Act"). Such filing is made in connection with the Form U-1, as amended, filed by AEP and certain of its direct and indirect subsidiaries in File 70-10088 and as authorized by order of the Securities and Exchange Commission ("the Commission") dated December 18, 2002 in that file. The order directs that AEP file with the Commission quarterly certificates pursuant to Rule 24 within 60 days after the fiscal quarter in which transactions occur. This is the initial Certificate of Notification in this file and reports transactions for the quarter ended March 31, 2003. AEP hereby certifies for itself and its subsidiairies the following:
AMERICAN ELECTRIC POWER COMPANY, INC., et al. QUARTERLY REPORT PER REQUIREMENTS OF HOLDING COMPANY ACT RELEASE NO. 27623 FILE NO. 70-10088 FOR THE QUARTER ENDED MARCH 31, 2003 Contents Item Description Page 1 The amount and terms of any long-term debt issued by AEP Texas Central Company (formerly known as 1 Central Power and Light Company), AEP Texas North Company (formerly known as West Texas Utilities Company), Southwestern Electric Power Company, or Wheeling Power Company issued under the authority granted in this order. 2 For all guarantees issued during the quarter, a listing of the names of the guarantors, the names 2 of the beneficiaries of the guarantees, and the amount of the guarantees. 3 The amount and terms of any short-term debt issued by AEP, AEP Utilities, Inc. and/or any of the 3 Utility Subsidiaries during the quarter. 4 The notional amount and principal terms of any hedge instruments or anticipatory hedges entered 4 into during the quarter and the identity of the other parties to the transaction. 5 The name, parent company and the amount invested in any financing entity during the quarter. 5 6 Capitalization chart for AEP and each of the Utility Subsidiaries as of March 31, 2003. 6 7 For all participants in the Utility Money Pool and all participants in the Nonutility Money Pool, 7-9 a listing of the maximum borrowings from and loans to the respective money pools during the quarter and the interest rate applied to those borrowings and loans. 8 Listing of Form U-6B-2 statements filed with the Commission, including the name of the filing 10 entity and the date of the filing. 9 The date, amount and payee of dividends out of capital or unearned surplus paid by all Nonutility 11 Subsidiaries during the quarter.
Item 1 Page 1 The amount and terms of any long-term debt issued by AEP Texas Central Company (formerly Central Power and Light Company), AEP Texas North Company (formerly West Texas Utilities Company), Southwestern Electric Power Company, or Wheeling Power Company issued under the authority granted in this order. AEP Texas Central Company - Borrowing Limit - $1,400 million - Long-term Debt Issued: - Total principal amount - $800 million in Senior Unsecured Notes, issued in 4 traunches on February 12, 2003: - 1. $275 million at 5.50%, due 2013, optional "make whole" redemption - 2. $275 million at 6.65%, due 2033, optional "make whole" redemption - 3. $150 million at 3.00%, due 2005, optional "make whole" redemption - 4. $100 million at a variable rate, due 2005, no call life AEP Texas North Company - Borrowing Limit - $500 million - Long-term Debt Issued - $225 million at 5.50% in Senior Unsecured Notes, due 2013, optional "make whole" redemption, issued February 12, 2003 Southwestern Electric Power Company - Borrowing Limit - $350 million - Long-term Debt Issued - None Wheeling Power Company - Borrowing Limit - $40 million - Long-term Debt Issued - None Item 2 Page 2 For all guarantees issued during the quarter, a listing of the names of the guarantors, the names of the beneficiaries of the guarantees, and the amount of the guarantees. Guarantor Beneficiary Amount of Guarantee Type of Guarantee ----------------------------------------------------------------------------- AEP Citicapital Bankers Leasing $ 41,253 Payment
Item 3 Page 3 The amount and terms of any short-term debt issued by AEP, AEP Utilities, Inc. or any of the Utility Subsidiaries during the quarter. Short Term Borrowings for the Quarter Ended March 31, 2003 (in thousands) Borrower: American Electric Power Company, Inc. Outside Borrowings Repayments During Amount Outstanding Average Source During Period Period at End of Period Interest Rate --------------------- ------------------- -------------------- ----------------- Commercial Paper $ 11,323,673 $ 12,515,774 $ 224,617 2.1283% Bank Credit Facility 500,000 500,000 - 3.3140% --------------------- ------------------- -------------------- ----------------- Total External Short Term Borrowings $ 11,823,673 $ 13,015,774 $ 224,617 2.5892% ===================== =================== ==================== =================
Item 4 Page 4 The notional amount and principal terms of any hedge instruments or anticipatory hedges entered into during the quarter and the identity of the other parties to the transaction. None Item 5 Page 5 The name, parent company and the amount invested in any financial entity during the quarter. None
Item 6 Capitalization chart for AEP and each of the Utility Subsidiaries as of March 31, 2003. CAPITALIZATION STRUCTURE (as of 3/31/03) Company Common Equity Preferred Stock Long-Term Debt** Short-Term Debt Total Capitalization ------------- --------------- ---------------- --------------- -------------------- ($ in thousands) Amount % Amount % Amount % Amount % Amount % AEP * 8,437,000 37.7% 1,279,000 5.7% 12,453,000 55.6% 239,000 1.1% 22,408,000 100.0% AEP Generating Company 43,222 44.3% 0 0.0% 44,804 45.9% 9,650 9.9% 97,676 100.0% Appalachian 1,277,684 39.9% 28,650 0.9% 1,894,217 59.2% 0 0.0% 3,200,551 100.0% Power Company AEP Texas Central Company 1,134,414 32.7% 5,942 0.2% 2,326,595 67.1% 0 0.0% 3,466,951 100.0% Columbus Southern Power Company 867,652 47.6% 0 0.0% 915,764 50.2% 40,000 2.2% 1,823,416 100.0% Indiana Michigan Power Company 1,027,208 37.8% 73,046 2.7% 1,618,013 59.5% 0 0.0% 2,718,267 100.0% Kentucky 299,558 36.9% 0 0.0% 466,665 57.5% 46,071 5.7% 812,294 100.0% Power Company Kingsport 24,467 55.0% 0 0.0% 20,000 45.0% 0 0.0% 44,467 100.0% Power Company Ohio Power 1,379,733 46.5% 25,498 0.9% 1,325,341 44.6% 239,328 8.1% 2,969,900 100.0% Company Public Service Company of Oklahoma 390,582 34.4% 5,267 0.5% 620,514 54.6% 119,820 10.5% 1,136,183 100.0% Southwestern Electric Power Company 661,154 43.6% 4,700 0.3% 748,091 49.3% 103,123 6.8% 1,517,068 100.0% AEP Texas 185,156 34.0% 2,367 0.4% 357,509 65.6% 0 0.0% 545,032 100.0% North Company Wheeling 29,125 59.3% 0 0.0% 20,000 40.7% 0 0.0% 49,125 100.0% Power Company * Preferred stock include $759 million minority interest and $376 million equity unit senior notes ** Long-term Debt includes Trust Preferred Stock and Securitization Bond
Item 7 Page 7 With respect to each participant in the Utility Money Pool and each participant in the Nonutility Money Pool, the maximum borrowings from and loans to the respective money pool during the quarter and the interest rate applied to borrowings and loans. Nonutility Money Pool Internal Maximum Short-Term Borrowings and Loans for the Quarter Ended March 31, 2003 (in thousands) Maximum Borrowings Maximum Loans from Nonutility Money Pool to Nonutility Money Pool ------------------------- -------------------------- AEP Acquisition, LLC $ - $ 1 AEP C&I Company, LLC (14,718) - AEP Coal Company (85,992) - AEP Communications, Inc. - 2,905 AEP Communications, LLC (40,267) - AEP Credit, Inc. (83,323) - AEP Delaware Investment Company (1) - AEP Desert Sky LP, LLC (19,788) - AEP Elmwood, LLC - 11,073 AEP Emissions Marketing, LLC - - AEP EmTech, LLC (6,245) - AEP Energy Services, Inc. (217,942) - AEP Energy Services. Ltd (61,202) - AEP Energy Svcs Gas Holding Company (29,126) 26,556 AEP Fiber Venture, LLC (29,040) - AEP Gas Power GP, LLC (18,662) - AEP Gas Power System GP, LLC (3,278) - AEP Holdings I CV - 2,196 AEP Investments, Inc. (4,268) - AEP MEMCo, LLC - 43,867 AEP Ohio C&I Retail Company, LLC (19) - AEP Ohio Retail Energy, LLC (3,195) 1,619 AEP Power Marketing, Inc. - - AEP ProServ, Inc. (15,890) 17,274 AEP Pushan Power, LDC (1,587) - AEP Resource Services, LLC (9) - AEP Resources International, Ltd (139) - AEP Resources Project Management Company, Ltd (5) - AEP Resources, Inc. (849,810) - AEP Retail Energy, LLC (424) 762 AEP T&D Services, LLC (303) - AEP Texas C&I Retail, GP, LLC (156) - AEP Texas C&I Retail, LP - 13,344 AEP Texas POLR, LLC - 74 C3 Networks GP, LLC - 671
Item 7 (Continued) Page 8 Nonutility Money Pool Internal Maximum Short-Term Borrowings and Loans for the Quarter Ended March 31, 2003 (in thousands) Maximum Borrowings Maximum Loans from Nonutility Money Pool to Nonutility Money Pool ----------------------------- -------------------------- C3 Communications, Inc. $ (34,075) $ - CSW Development I, Inc. - 1,651 CSW Eastex LP I Inc - 1,198 CSW Energy, Inc. (272,149) - CSW Energy Services, Inc.(ESI) (18,349) - CSW International, Inc. (1,845) - CSWE/Fort Luption, Inc. - 3,458 Desert Sky Wind Farm, LP - 999 Dolet HillsLignite Company, LLC - 23,375 EnerShop, Inc. (6,087) - Houston Pipeline Company, LP - 192,686 HPL Holdings, Inc. - - Industry & Energy Associates, LLC - 21,810 Jefferson Island Storage & Hub, LLC - 14,719 LIG Chemical Company (96,429) 651 LIG Liquids, LLC - 35,197 LIG Pipeline Company (41) - LIG, Inc. (33) - Lodisco, LLC (38,580) 98,049 Louisiana Intrastate Gas Company, LLC (368) 100,407 MidTexas Pipeline Company (845) 172 Mutual Energy Service Company, LLC (1,217) 21,659 Mutual Energy SWEPCo, LP (1,700) 315 Mutual Energy, LLC (122) 40,910 Newgulf Power Venture (324) 5,729 POLR Power, LP (7,178) - Rep General Partner, LLC - 9,823 Rep Holdco, Inc. - 105,982 Tuscaloosa Pipeline Company - 879 Average interest rate for the Nonutility Money Pool for the quarter ended March 31, 2003 is 2.58916%
Item 7 (Continued) Page 9 Utility Money Pool Internal Maximum Short-Term Borrowings and Loans for the Quarter Ended March 31, 2003 (in thousands) Maximum Borrowings Maximum Loans from Utility Money Pool to Utility Money Pool ----------------------------- ----------------------------- AEP Generating Company $ (40,965) $ 7,086 AEP Service Corporation (279,466) 27,873 AEP Texas Central Company (360,419) 47,361 AEP Texas North Company (131,838) 15,584 Appalachian Power Company (113,094) 88,520 Blackhawk Coal Company - 13,544 Cedar Coal Company - 10,879 Central Appalachian Coal Company - 1,908 Central Coal Company - 671 Colomet Inc. (3,354) - Columbus Southern Power Company (8,464) 278,509 Conesville Coal Prep Company - 2,573 Franklin Real Estate Company (46) 226 Indiana & Michigan Power Company - 229,182 Indiana Franklin Realty - 25 Kentucky Power Company (57,606) - Kingsport Power Company (2,722) 8,050 Ohio Power Company (239,014) 235,059 Public Service Company of Oklahoma (119,819) - Simco Inc. - 410 Southern Appalachian Coal Company - 6,534 Southwestern Electric Power Company (145,355) - Wheeling Power Company (4,694) 2,559
Average interest rate for the Utility Money Pool for the quarter ended March 31, 2003 is 2.58916% Item 8 Page 10 Listing of Form U-6B-2 statements filed with the SEC, including the name of the filing entity and the date of the filing. Filing Company Filing Date ------ ------- ----------- U-6B-2 American Electric Power Co., Inc. January 10, 2003 U-6B-2 Appalachian Power Company March 10, 2003 U-6B-2 Columbus Southern Power Company March 10, 2003
Item 9 Page 11 The date, amount and payee of dividends out of capital or unearned surplus paid by all Nonutility Subsidiaries during the quarter. Dividend Paid by Date Paid Amount Paid To ---------------- --------- ------ ------- AEP Delaware Investment Company II January 13, 2003 $6,050,000.00 AEP Resources, Inc. AEP Energy Services Gas Holding March 27, 2003 3,370,682.50 AEP Energy Services Gas Holding Company Company II, L.L.C. Dolet Hills Lignite Company, LLC March 25, 2003 1,800,000.00 Southwestern Electric Power Company
Said transactions have been carried out in accordance with the terms and conditions of, and for the purpose represented in, the Form U-1 Application-Declaration, as amended, of AEP, et al, in File No. 70-10088 and in accordance with the terms and conditions of the Commission's order dated December 18, 2002, permitting said Application-Declaration to become effective. DATED: May 30, 2003 BY: AMERICAN ELECTRIC POWER COMPANY, INC. for itself and its subsidiaries BY: /s/ Geoffrey S. Chatas ---------------------------------------- Geoffrey S. Chatas Treasurer