Form 10-K Amendment 2004 AEP and Subsidiary Registrants

0000004904-05-000113.txt : 20060418 0000004904-05-000113.hdr.sgml : 20060418 20050506163333 ACCESSION NUMBER: 0000004904-05-000113 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050506 DATE AS OF CHANGE: 20050506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTRIC POWER CO INC CENTRAL INDEX KEY: 0000004904 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 134922640 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03525 FILM NUMBER: 05808498 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-716-1193 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: KINGSPORT UTILITIES INC DATE OF NAME CHANGE: 19660906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN ELECTRIC POWER CO CENTRAL INDEX KEY: 0000092487 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720323455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03146 FILM NUMBER: 05808500 BUSINESS ADDRESS: STREET 1: 428 TRAVIS ST CITY: SHREVEPORT STATE: LA ZIP: 71156 BUSINESS PHONE: 3182222141 MAIL ADDRESS: STREET 1: 428 TRAVIS ST CITY: SHREVEPORT STATE: LA ZIP: 71156-0001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF OKLAHOMA CENTRAL INDEX KEY: 0000081027 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 730410895 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12945 FILM NUMBER: 05808501 BUSINESS ADDRESS: STREET 1: 212 E 6TH ST CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 9185992000 MAIL ADDRESS: STREET 1: P O BOX 201 CITY: TULSA STATE: OK ZIP: 74119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO POWER CO CENTRAL INDEX KEY: 0000073986 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 314271000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06543 FILM NUMBER: 05808502 BUSINESS ADDRESS: STREET 1: 301 CLEVELAND AVE S W CITY: COLUMBUS STATE: OH ZIP: 44702 BUSINESS PHONE: 6142231000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY POWER CO CENTRAL INDEX KEY: 0000055373 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 610247775 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06858 FILM NUMBER: 05808503 BUSINESS ADDRESS: STREET 1: 1701 CENTRAL AVE CITY: ASHLAND STATE: KY ZIP: 41101 BUSINESS PHONE: 6063271111 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: CPLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: KENTUCKY WEST VIRGINIA GAS CO DATE OF NAME CHANGE: 19660829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPALACHIAN POWER CO CENTRAL INDEX KEY: 0000006879 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 540124790 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03457 FILM NUMBER: 05808506 BUSINESS ADDRESS: STREET 1: 40 FRANKLIN RD SW CITY: ROANOKE STATE: VA ZIP: 24011 BUSINESS PHONE: 7039852300 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEP TEXAS CENTRAL CO CENTRAL INDEX KEY: 0000018734 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 740550600 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12973 FILM NUMBER: 05808508 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-716-1648 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL POWER & LIGHT CO /TX/ DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEP GENERATING CO /OH/ CENTRAL INDEX KEY: 0000857571 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 311033833 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18135 FILM NUMBER: 05808509 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLZ CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142231000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEP TEXAS NORTH CO CENTRAL INDEX KEY: 0000105860 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 750646790 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00340 FILM NUMBER: 05808507 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-716-1648 FORMER COMPANY: FORMER CONFORMED NAME: WEST TEXAS UTILITIES CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA MICHIGAN POWER CO CENTRAL INDEX KEY: 0000050172 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 350410455 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03570 FILM NUMBER: 05808504 BUSINESS ADDRESS: STREET 1: ONE SUMMIT SQ STREET 2: P O BOX 60 CITY: FORT WAYNE STATE: IN ZIP: 46801 BUSINESS PHONE: 2194252111 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: INDIANA MICHIGAN ELECTRIC CO/IN DATE OF NAME CHANGE: 19871104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBUS SOUTHERN POWER CO /OH/ CENTRAL INDEX KEY: 0000022198 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 314154203 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02680 FILM NUMBER: 05808505 BUSINESS ADDRESS: STREET 1: 215 N FRONT ST CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6144647700 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBUS & SOUTHERN OHIO ELECTRIC CO DATE OF NAME CHANGE: 19871115 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBUS RAILWAY POWER & LIGHT CO DATE OF NAME CHANGE: 19600201 10-K/A 1 amend10k2004.htm FORM 10-K AMENDMENT 2004 AEP AND SUBSIDIARY REGISTRANTS Form 10-K Amendment 2004 AEP and Subsidiary Registrants

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 10-K/A

(Amendment No. 1 to 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, 2004

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to_________

Commission File Number		Registrants; States of Incorporation; Address and Telephone Number	I.R.S. Employer 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

	All Registrants	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. o

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. x

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 o

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 o 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:

Registrant	Title of each class	Name of each exchange on which registered
AEP Generating Company	None
AEP Texas Central Company	None
AEP Texas North Company	None
American Electric Power Company, Inc.	Common Stock, $6.50 par value	New York Stock Exchange
	9.25% Equity Units	New York Stock Exchange
Appalachian Power Company	None
Columbus Southern Power Company	None
Indiana Michigan Power Company	6% Senior Notes, Series D, Due 2032	New York Stock Exchange
Kentucky Power Company	None
Ohio Power Company	None
Public Service Company of Oklahoma	6% Senior Notes, Series B, Due 2032	New York Stock Exchange
Southwestern Electric Power Company	None

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 common equity held by non-affiliates of the registrants at December 31, 2004	Number of shares of common stock outstanding of the registrants at December 31, 2004
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.	$13,593,768,974	395,858,153
		($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 of the Form 10-K which this Form 10-K/A amends).

This combined Form 10-K/A 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 the Form 10-K which this Form 10-K/A amends), 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.

TABLE OF CONTENTS

Item Number				Page Number

			Explanatory Note	1

9	A	Controls And Procedures		2


15		Exhibits, Financial Statement Schedules
		Signatures		3
		Certifications		E-1

EXPLANATORY NOTE

This Form 10-K/A is being filed to amend and restate Item 9A of Part II of the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 1, 2005 by American Electric Power Company, Inc. (“AEP”), 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 (each, together with AEP, a “Registrant” and collectively, together with AEP, the “Registrants”). This amendment responds to certain comments of the Staff of the Securities and Exchange Commission in connection with its review of the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2004. This amendment supplements the definition of disclosure controls and procedures and rephrases the language regarding changes in internal controls implemented during the fourth quarter of 2004. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by each Registrant’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Item 9A of each Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 that was affected by this amendment, has been amended and restated in its entirety. No attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the original Form 10-K.

ITEM 9A. CONTROLS AND PROCEDURES

During 2004, management, including the principal executive officer and principal financial officer of each of American Electric Power Company, Inc. (“AEP”), 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 (each, together with AEP, a “Registrant” and collectively, together with AEP, the “Registrants”) evaluated each respective Registrant’s disclosure controls and procedures. Disclosure controls and procedures are defined as controls and other procedures of the Registrants that are designed to ensure that information required to be disclosed by the Registrants in the reports that they file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Registrants in the reports that they file or submit under the Exchange Act is accumulated and communicated to each Registrant’s management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2004, these officers concluded that the disclosure controls and procedures in place are effective and provide reasonable assurance that the disclosure controls and procedures accomplished their objectives. The Registrants continually strive to improve their disclosure controls and procedures to enhance the quality of their financial reporting and to maintain dynamic systems that change as events warrant.

The only change in the Registrants’ internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2004 that materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting, relates to AEP’s and AEP’s East Zone public utility subsidiaries’ integration with PJM on October 1, 2004, which resulted in our implementing and modifying a number of business processes and controls to facilitate participation in, and resultant settlement within, the PJM market.

Additional information required by this item of AEP, as an accelerated filer, is incorporated by reference to Management’s Report on Internal Controls over Financial Reporting, included in AEP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

SIGNATURES

	American Electric Power Company, Inc.


	By:	/s/ SUSAN TOMASKY
		(Susan Tomasky, Executive Vice President
		and Chief Financial Officer)

Date: May 6, 2005

Signature	Title	Date

(i) Principal Executive Officer:

*Michael G. Morris	Chairman of the Board, President,	May 6, 2005
	Chief Executive Officer
	and Director

(ii) Principal Financial Officer:

/s/ Susan Tomasky	Executive Vice President and	May 6, 2005
(Susan Tomasky)	Chief Financial Officer

(iii) Principal Accounting Officer:

/s/ Joseph M. Buonaiuto	Senior Vice President, Controller and	May 6, 2005
(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
*Lionel L. Nowell, III
*Richard L. Sandor
*Donald G. Smith
*Kathryn D. Sullivan

*By:	/s/ Susan Tomasky				May 6, 2005
	(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

	By:	/s/ Susan Tomasky
		(Susan Tomasky, Vice President and Chief Financial Officer)

Date: May 6, 2005

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,	May 6, 2005
	Chief Executive Officer and Director

(ii) Principal Financial Officer:

/s/ Susan Tomasky	Vice President,	May 6, 2005
(Susan Tomasky)	Chief Financial Officer and Director


(iii) Principal Accounting Officer:

/s/ Joseph M. Buonaiuto	Controller and	May 6, 2005
(Joseph M. Buonaiuto)	Chief Accounting Officer

(iv) A Majority of the Directors:

* THOMAS M. HAGAN
* JOHN B. KEANE
*ROBERT P. POWERS
*STEPHEN P. SMITH

*By:	/s/ Susan Tomasky				May 6, 2005
	(Susan Tomasky, Attorney-in-Fact)

SIGNATURES

	AEP Texas Central Company
	AEP Texas North Company
	Public Service Company of Oklahoma
	Southwestern Electric Power Company

	By:	/s/ Susan Tomasky
		(Susan Tomasky, Vice President and Chief Financial Officer)

Date: May 6, 2005

Signature	Title	Date

(i) Principal Executive Officer:

*Michael G. Morris	Chairman of the Board,	May 6, 2005
	Chief Executive Officer and Director

(ii) Principal Financial Officer:

/s/ Susan Tomasky	Vice President,	May 6, 2005
(Susan Tomasky)	Chief Financial Officer and Director

(iii) Principal Accounting Officer:

/s/ Joseph M. Buonaiuto	Controller and	May 6, 2005
(Joseph M. Buonaiuto)	Chief Accounting Officer

(iv) A Majority of the Directors:

*Carl L. English
*thomas M. Hagan
*John B. Keane
*Venita McCellon-Allen
*Robert P. Powers
*Stephen P. Smith

*By:	/s/ Susan Tomasky				May 6, 2005
	(Susan Tomasky, Attorney-in-Fact)

SIGNATURES

	Appalachian Power Company
	Columbus Southern Power Company
	Kentucky Power Company
	Ohio Power Company

	By:	/s/ Susan Tomasky
		(Susan Tomasky, Vice President and Chief Financial Officer)

Date: May 6, 2005

Signature	Title	Date

(i) Principal Executive Officer:

*Michael G. Morris	Chairman of the Board,	May 6, 2005
	Chief Executive Officer and Director

(ii) Principal Financial Officer:

/s/ Susan Tomasky	Vice President,	May 6, 2005
(Susan Tomasky)	Chief Financial Officer and Director

(iii) Principal Accounting Officer:

/s/ Joseph M. Buonaiuto	Controller and	May 6, 2005
(Joseph M. Buonaiuto)	Chief Accounting Officer

(iv) A Majority of the Directors:

*Carl L. English
*John B. Keane
*Holly K. Koeppel
*Venita McCellon-Allen
*Robert P. Powers
*Stephen P. Smith

*By:	/s/ Susan Tomasky				May 6, 2005
	(Susan Tomasky, Attorney-in-Fact)

SIGNATURES

Indiana Michigan Power Company

	By:	/s/ Susan Tomasky
		(Susan Tomasky, Vice President and Chief Financial Officer)

Date: May 6, 2005

Signature	Title	Date

(i) Principal Executive Officer:

*Michael G. Morris	Chairman of the Board,	May 6, 2005
	Chief Executive Officer and Director

(ii) Principal Financial Officer:

/s/ Susan Tomasky	Vice President,	May 6, 2005
(Susan Tomasky)	Chief Financial Officer and Director

(iii) Principal Accounting Officer:

/s/ Joseph M. Buonaiuto	Controller and	May 6, 2005
(Joseph M. Buonaiuto)	Chief Accounting Officer

(iv) A Majority of the Directors:

*K. G. Boyd
*John E. Ehler
*Carl L. English
*Patrick C. Hale
*Holly Keller Koeppel
*David L. Lahrman
*Marc E. Lewis
*Venita McCellon-Allen
*Susanne M. Moorman Rowe
*Robert P. Powers
*John R. Sampson

*By:	/s/ Susan Tomasky				May 6, 2005
	(Susan Tomasky, Attorney-in-Fact)

EXHIBIT INDEX

The documents listed below are being filed on behalf of the Registrants.

Exhibit Designation	Nature of Exhibit
REGISTRANT: AEP File No. 1-3525
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.
REGISTRANT: AEGCo File No. 0-18135
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: APCo File No. 1-3457
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: CSPCo File No. 1-2680
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: I&M File No. 1-3570
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: KPCo File No. 1-6858
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: OPCo File No.1-6543
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: PSO File No. 0-343
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: SWEPCo File No. 1-3146
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: TCC File No. 0-346
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.
REGISTRANT: TNC File No. 0-340
31(c)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)	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.

E-1

EX-31.(A) 3 x31a.htm CERTIFICATE OF CEO OF AEP Certificate of CEO of AEP

EXHIBIT 31.(a)

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael G. Morris, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of:

American Electric Power Company, Inc.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and we have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2005 By: /s/ Michael G. Morris

Michael G. Morris

Chief Executive Officer

EX-31.(B) 4 x31b.htm CERTIFICATE OF CFO OF AEP Certificate of CFO of AEP

EXHIBIT 31.(b)

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Susan Tomasky, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of:

American Electric Power Company, Inc.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

4.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2005 By: /s/ Susan Tomasky

Susan Tomasky

Chief Financial Officer

EX-31.(C) 5 x31csub.htm CERTIFICATE OF CEO OF REGISTRANT SUBSIDIARIES Certificate of CEO of Registrant Subsidiaries

EXHIBIT 31.(c)

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael G. Morris, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A 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

Southwestern Electric Power Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

4.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2005 By: /s/ Michael G. Morris

Michael G. Morris

Chief Executive Officer

EX-31.(D) 6 x31dsub.htm CERTIFICATE OF CFO OF REGISTRANT SUBSIDIARIES Certificate of CFO of Registrant Subsidiaries

EXHIBIT 31.(d)

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Susan Tomasky, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A 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

Southwestern Electric Power Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

4	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2005 By: /s/ Susan Tomasky

Susan Tomasky

Chief Financial Officer

EX-32.(A) 7 x32a.htm CERTIFICATE OF CEO Certificate of CEO

Exhibit 32.(a)

This Certificate is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This Certification shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise stated in such filing.

Certification Pursuant to Section 1350 of Chapter 63

Of Title 18 of the United States Code

In connection with Amendment No. 1 to the Annual Report of the Companies (as defined below) on Form 10-K/A (the “reports”) for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof, I, Michael G. Morris, the chief executive officer of

American Electric Power Company, Inc.

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

Southwestern Electric Power Company

(the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 that, based on my knowledge (i) the Reports fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Reports fairly presents, in all material respects, the financial condition and results of operations of the Companies.

/s/ Michael G. Morris

Michael G. Morris

Chief Executive Officer

May 6, 2005

A signed original of this written statement required by Section 906 has been provided to American Electric Power Company, Inc. and will be retained by American Electric Power Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.(B) 8 x32b.htm CERTIFICATE OF CFO Certificate of CFO

Exhibit 32.(b)

Certification Pursuant to Section 1350 of Chapter 63

Of Title 18 of the United States Code

American Electric Power Company, Inc.

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

Southwestern Electric Power Company

/s/ Susan Tomasky

Susan Tomasky

Chief Financial Officer

May 6, 2005

COVER 9 filename9.htm Cover Letter with Form 10-K/A

Securities and Exchange Commission

450 Fifth Street NW

Washington, DC 20549

May 6, 2005

RE: American Electric Power Company, Inc., File No. 1-3525

AEP Generating Company, File No. 0-18135

AEP Texas Central Company, File No. 0-346

AEP Texas North Company, File No. 0-340

Appalachian Power Company, File No. 1-3457

Columbus Southern Power Company, File No. 1-2680

Indiana Michigan Power Company, File No. 1-3570

Kentucky Power Company, File No. 1-6858

Ohio Power Company, File No. 1-6543

Public Service Company of Oklahoma, File No. 0-343

Southwestern Electric Power Company, File No. 1-3146

Form 10-K for the fiscal year ended December 31, 2004

Filed March 2, 2005

The above-captioned Companies submitted responses to the comment letter dated March 30, 2005 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-captioned Report. The Staff reviewed those responses and discussed them with the undersigned. Pursuant to that discussion, the Companies provide the following supplemental responses:

Form 10-K for the fiscal year ended December 31, 2004

7. Please disclose accumulated depreciation associated with your regulated and unregulated assets separately. You may do this parenthetically. If you believe your existing disclosures meet this requirement, please explain. Additionally, please disclose the service life and balance for each material category of unregulated assets. See Rule 5-02.13 of Regulation S-X.

RESPONSE:

Commencing with the Form 10-K for the year ended December 31, 2005, we will disclose separately for both AEP (on a consolidated basis) and the respective registrant subsidiaries in Note 1 (Organization and Summary of Significant Accounting Policies), the regulated and the unregulated amounts of Electric Utility Plant and Accumulated Depreciation and Amortization together with the depreciation rates and related service life by functional class applicable to such property.

* * *

13. Please explain your basis under paragraph 40 of SFAS 109 for allocating the tax loss of the parent company to its subsidiaries with taxable income. In this regard, please tell us the amount of the loss allocated to each subsidiary for each period presented and the allocation method used. Finally, your disclosure suggests but for allocation of the parent company’s tax loss, your method “approximates” the separate return method. Tell us why it only “approximates” rather than reflects the method.

RESPONSE:

With the Staff’s concurrence, we will continue to disclose that our method of allocating the tax loss of the parent company to its subsidiaries “approximates” the separate return method.

Please do not hesitate to call Thomas Berkemeyer (614-716-1648) or William E. Johnson (614-716-1624) with any questions you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

/s/ Thomas g. Berkemeyer

Thomas G. Berkemeyer

c: Sarah Goldberg, Staff Accountant