Date of report (Date of earliest event reported)
|
December 31, 2013
|
AMERICAN ELECTRIC POWER COMPANY, INC.
|
1-3525
|
New York
|
13-4922640
|
(Commission File Number)
|
(State or Other Jurisdiction of Incorporation)
|
(IRS Employer Identification No.)
|
OHIO POWER COMPANY
|
1-6543
|
Ohio
|
31-4271000
|
(Commission File Number)
|
(State or Other Jurisdiction of Incorporation)
|
(IRS Employer Identification No.)
|
1 Riverside Plaza, Columbus, OH
|
43215
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
614-716-1000
|
None
|
[ ]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Term
|
Meaning
|
|
AEGCo
|
AEP Generating Company, an AEP electric utility subsidiary.
|
|
AEP or Parent
|
American Electric Power Company, Inc., an electric utility holding company.
|
|
AEP System
|
American Electric Power System, an integrated electric utility system, owned and operated by AEP’s electric utility subsidiaries.
|
|
AEPES
|
AEP Energy Supply LLC, a nonregulated AEP subsidiary.
|
|
AEPSC
|
American Electric Power Service Corporation, an AEP service subsidiary providing management and professional services to AEP and its subsidiaries.
|
|
AGR
|
AEP Generation Resources Inc., a nonregulated AEP subsidiary.
|
|
APCo
|
Appalachian Power Company, an AEP electric utility subsidiary.
|
|
FERC
|
Federal Energy Regulatory Commission.
|
|
I&M
|
Indiana Michigan Power Company, an AEP electric utility subsidiary.
|
|
Interconnection Agreement
|
An agreement by and among APCo, I&M, KPCo and OPCo, defining the sharing of costs and benefits associated with their respective generating plants.
|
|
KPCo
|
Kentucky Power Company, an AEP electric utility subsidiary.
|
|
MW
|
Megawatt.
|
|
OPCo
|
Ohio Power Company, an AEP electric utility subsidiary.
|
|
PJM
|
Pennsylvania – New Jersey – Maryland regional transmission organization.
|
|
PUCO
|
Public Utilities Commission of Ohio.
|
ITEM 1.01
|
Entry Into a Material Definitive Agreement.
|
|
|
|
|
|
|
|
|
Net Maximum
|
|
Plant Name
|
|
Units
|
|
State
|
|
Fuel Type
|
|
Capacity (MWs)
|
|
Racine
|
|
2
|
|
OH
|
|
Hydro
|
|
48
|
|
Darby
|
|
6
|
|
OH
|
|
Natural Gas
|
|
507
|
|
Waterford
|
|
4
|
|
OH
|
|
Natural Gas
|
|
840
|
|
Stuart (a)
|
|
4
|
|
OH
|
|
Oil
|
|
3
|
|
Amos (two-thirds of Unit 3)
|
|
1
|
|
WV
|
|
Steam - Coal
|
|
867
|
|
Beckjord (a)
|
|
1
|
|
OH
|
|
Steam - Coal
|
|
53
|
|
Cardinal
|
|
1
|
|
OH
|
|
Steam - Coal
|
|
595
|
|
Conesville (a)
|
|
3
|
|
OH
|
|
Steam - Coal
|
|
1,139
|
|
Gavin
|
|
2
|
|
OH
|
|
Steam - Coal
|
|
2,640
|
|
Kammer
|
|
3
|
|
WV
|
|
Steam - Coal
|
|
630
|
|
Mitchell
|
|
2
|
|
WV
|
|
Steam - Coal
|
|
1,560
|
|
Muskingum River
|
|
5
|
|
OH
|
|
Steam - Coal
|
|
1,440
|
|
Picway
|
|
1
|
|
OH
|
|
Steam - Coal
|
|
100
|
|
Sporn
|
|
2
|
|
WV
|
|
Steam - Coal
|
|
300
|
|
Stuart (a)
|
|
4
|
|
OH
|
|
Steam - Coal
|
|
600
|
|
Zimmer (a)
|
|
1
|
|
OH
|
|
Steam - Coal
|
|
330
|
|
Total MWs
|
|
|
|
|
|
|
|
11,652
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Jointly-owned with non-affiliated entities. Figures presented reflect OPCo's ownership interest.
|
ITEM 2.01
|
Completion of Acquisition or Disposition of Assets.
|
ITEM 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
ITEM 9.01
|
Financial Statements and Exhibits.
|
Exhibit
Number
|
Title
|
2.1 | Asset Contribution Agreement effective as of December 31, 2013, by and between Ohio Power Company and AEP Generation Resources Inc. | |
4.4 | Credit Agreement dated as of July 17, 2013, by and among American Electric Power Company, Inc., Appalachian Power Company, AEP Generation Resources Inc., Kentucky Power Company and Ohio Power Company and the initial lenders named therein (incorporated by reference to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed by Ohio Power Company, Exhibit 4). | |
99.1 | Unaudited pro forma condensed consolidated financial statements. |
AMERICAN ELECTRIC POWER COMPANY, INC.
|
||
OHIO POWER COMPANY
|
||
By:
|
/s/ Joseph M. Buonaiuto
|
|
Name:
Title:
|
Joseph M. Buonaiuto
Controller and Chief Accounting Officer
|
Table of Contents
|
||||
Page
|
||||
Article I DEFINITIONS |
2
|
|||
Section 1.01 Definitions
|
2
|
|||
Article II TRANSFER OF ASSETS |
11
|
|||
Section 2.01 Transfer of Assets
|
11
|
|||
Section 2.02 Excluded Assets
|
13
|
|||
Section 2.03 Assumed Liabilities
|
14
|
|||
Section 2.04 Excluded Liabilities
|
15
|
|||
Article III ASSET TRANSFER; CLOSING |
16
|
|||
Section 3.01 Asset Transfer
|
16
|
|||
Section 3.02 Proration
|
16
|
|||
Section 3.03 Closing
|
167
|
|||
Section 3.04 Closing Deliveries
|
17
|
|||
Article IV REPRESENTATIONS AND WARRANTIES |
19
|
|||
Section 4.01 Representations and Warranties of Transferor
|
19
|
|||
Section 4.02 Representations and Warranties of Transferee
|
25
|
|||
Article V CERTAIN COVENANTS AND AGREEMENTS |
27
|
|||
Section 5.01 Transfer Tax; Recording Costs
|
27
|
|||
Section 5.02 Further Assurances
|
27
|
|||
Section 5.03 Survival
|
29
|
|||
Section 5.04 Indemnification by Transferor
|
29
|
|||
Section 5.05 Indemnification by Transferee
|
29
|
|||
Article VI MISCELLANEOUS PROVISIONS |
30
|
|||
Section 6.01 Notices
|
30
|
|||
Section 6.02 Waiver
|
30
|
|||
Section 6.03 Entire Agreement; Amendment; Etc.
|
31
|
|||
Section 6.04 Assignment
|
31
|
|||
Section 6.05 Severability
|
32
|
|||
Section 6.06 Governing Law
|
32
|
|||
Section 6.07 Counterparts: Facsimile Execution
|
32
|
|||
Section 6.08 Schedules
|
33
|
|||
Section 6.09 Specific Performance
|
33
|
|||
EXHIBITS | ||||
Exhibit A |
Form of Assignment of Contracts
|
|||
Exhibit B |
Form of Assignment of Easements and Rights of Way
|
|||
Exhibit C |
Form of Assignment of Real Property Leases
|
|||
Exhibit D |
Form of Assumption Agreement
|
|||
Exhibit E |
Form of Asset Transfer Agreement
|
SCHEDULES
|
|||
Schedule 1.01
|
Assumed Payables
|
||
Schedule 1.02
|
Reserved
|
||
Schedule 1.03
|
Debt
|
||
Schedule 1.04
|
Easements and Rights of Way
|
||
Schedule 1.05
|
Franklin Real Property
|
||
Schedule 1.06
|
Generating Plants
|
||
Schedule 1.07
|
Pollution Control Bonds
|
||
Schedule 1.08
|
Rail Transportation Assets
|
||
Schedule 1.09
|
River Transportation Assets
|
||
Schedule 2.01(c)
|
Real Property
|
||
Schedule 2.01(p)
|
Tangible Personal Property
|
||
Schedule 2.01(q)
|
Miscellaneous
|
||
Schedule 2.01(t)
|
Generation Transmission Assets
|
||
Schedule 4.01(e)
|
Leased Real Property and Real Property Leases
|
||
Schedule 4.01(g)
|
Environmental Matters and Environmental Permits
|
||
Schedule 4.01(i)
|
Contracts
|
||
Schedule 4.01(j)
|
Legal Proceedings
|
||
Schedule 4.01(k)
|
Permits
|
Environmental Law; and (iii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any applicable Environmental Law. |
domestic or foreign state, county, city or other political subdivision or of any Governmental Authority. |
By: | /s/ Timothy K. Light |
Timothy K. Light | |
Vice President |
By: | /s/ Charles E. Zebula |
Charles E. Zebula | |
President |
1.
|
Assignment. Effective as of the Effective Date, Assignor, pursuant to the terms and conditions of the Asset Contribution Agreement, hereby transfers and assigns to Assignee all of Assignor’s right, title and interest in and to the Contracts listed in Exhibit A.
|
2.
|
Assumption. Assignee hereby accepts such interests in and to the Contracts and assumes and becomes responsible for, and shall hereafter pay, perform and discharge as and when due all of the Liabilities arising under the Contracts listed in Exhibit A.
|
3.
|
Further Assurances. From and after the date hereof, Assignor and Assignee shall, without further consideration, execute, deliver and take such actions as may be reasonably required of them to accomplish assignment of the Contracts and otherwise consummate the transactions contemplated by this Assignment and the Asset Contribution Agreement.
|
4.
|
Subject To Asset Contribution Agreement. This Assignment is expressly subject to the terms and conditions of the Asset Contribution Agreement. In the event of a conflict between the terms of this Assignment and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
|
5.
|
Successors and Assigns. The terms and provisions of this Assignment shall be binding upon and inure to the benefit of the respective parties hereto, and their respective successors and assigns.
|
6.
|
Counterparts. This Assignment may be executed in any number of counterparts and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
|
7.
|
Entire Agreement. This Assignment, together with the Asset Contribution Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein. The Exhibit to this Assignment is hereby incorporated and made a part hereof and is an integral part of this Assignment.
|
1.
|
Assignment. Effective as of the Effective Date, Assignor, pursuant to the terms and conditions of the Asset Contribution Agreement, hereby quitclaims, transfers and assigns to Assignee all of Assignor’s right, title and interest in and to the Easements and Rights of Way listed in Exhibit A.
|
2.
|
Assumption. Assignee hereby accepts all such rights, title and interest in and to the Easements and Rights of Way and assumes and becomes responsible for, and shall hereafter pay, perform and discharge as and when due all of the liabilities and obligations arising under the Easements and Rights of Way listed in Exhibit A.
|
3.
|
Further Assurances. From and after the date hereof, Assignor and Assignee shall, without further consideration, execute, deliver and (if applicable) file or record, or cause to be executed, delivered and filed or recorded, all instruments, and take such actions, as may be reasonably required of Assignor or Assignee to accomplish the conveyance and transfer of the Easements and Rights of Way and otherwise consummate the transactions contemplated by this Assignment and the Asset Contribution Agreement.
|
4.
|
Subject To Asset Contribution Agreement. This Assignment is expressly subject to the terms and conditions of the Asset Contribution Agreement. In the event of a conflict between the terms of this Assignment and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
|
5.
|
Successors and Assigns. The terms and provisions of this Assignment shall be binding upon and inure to the benefit of the respective parties hereto, and their respective successors and assigns.
|
6.
|
Counterparts. This Assignment may be executed in any number of counterparts and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
|
7.
|
Entire Agreement. This Assignment, together with the Asset Contribution Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings between them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein. The Exhibit to this Assignment is hereby incorporated and made a part hereof and is an integral part of this Assignment.
|
1.
|
Assignment. Effective as of the Effective Date, Assignor, pursuant to the terms and conditions of the Asset Contribution Agreement, hereby transfers and assigns to Assignee all of Assignor’s right, title and interest in and to the Real Property Leases listed in Exhibit A.
|
2.
|
Assumption. Assignee hereby accepts all such rights, title and interest in and to the Real Property Leases and assumes and becomes responsible for, and shall hereafter pay, perform and discharge as and when due all of the liabilities and obligations arising under the Real Property Leases listed in Exhibit A.
|
3.
|
Further Assurances. From and after the date hereof, Assignor and Assignee shall, without further consideration, execute, deliver and (if applicable) file or record, or cause to be executed, delivered and filed or recorded, all instruments, and take such actions, as may be reasonably required of Assignor or Assignee to accomplish the conveyance and transfer of the Real Property Leases and otherwise consummate the transactions contemplated by this Assignment and the Asset Contribution Agreement.
|
4.
|
Subject To Asset Contribution Agreement. This Assignment is expressly subject to the terms and conditions of the Asset Contribution Agreement. In the event of a conflict between the terms of this Assignment and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
|
5.
|
Successors and Assigns. The terms and provisions of this Assignment shall be binding upon and inure to the benefit of the respective parties hereto, and their respective successors and assigns.
|
6.
|
Counterparts. This Assignment may be executed in any number of counterparts and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
|
7.
|
Entire Agreement. This Assignment, together with the Asset Contribution Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein. The Exhibit to this Assignment is hereby incorporated and made a part hereof and is an integral part of this Assignment.
|
|
1.
|
Assumption of Assumed Liabilities. On the terms set forth herein and in the Asset Contribution Agreement, GenCo hereby assumes and shall become responsible for, and shall hereafter pay, perform and discharge as and when due, the Assumed Liabilities.
|
|
2.
|
Further Assurances. From and after the date hereof, OPCo and GenCo shall, without further consideration, execute, deliver and take such actions as may be reasonably required of them to effectuate GenCo’s assumption of Assumed Liabilities as contemplated by this Assumption Agreement and the Asset Contribution Agreement.
|
|
3.
|
Subject To Asset Contribution Agreement. This Agreement is expressly subject to the terms and conditions of the Asset Contribution Agreement. In the event of a conflict between the terms of this Assumption Agreement and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
|
|
4.
|
Successors and Assigns. The terms and provisions of this Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
|
|
5.
|
Counterparts. This Agreement may be executed in any number of counterparts, and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
|
|
6.
|
Entire Agreement. This Assumption Agreement, together with the Asset Contribution Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein.
|
|
1.
|
Conveyance of Transferred Assets. OPCo does hereby transfer, convey and deliver to GenCo free and clear of any liens or encumbrances, other than Permitted Encumbrances, all of its right, title, and interest in and to the Transferred Assets.
|
|
2.
|
Further Assurances. From and after the date hereof, OPCo and GenCo shall, without further consideration, execute, deliver and take such actions as may be reasonably required of them to accomplish the transfer of the Transferred Assets and otherwise consummate the transactions contemplated by this Agreement and the Asset Contribution Agreement.
|
|
3.
|
Subject To Asset Contribution Agreement. This Agreement is expressly subject to the terms and conditions of the Asset Contribution Agreement. In the event of a conflict between the terms of this Agreement and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
|
|
4.
|
Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
|
|
5.
|
Counterparts. This Agreement may be executed in any number of counterparts, and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
|
|
6.
|
Entire Agreement. This Agreement, together with the Asset Contribution Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein.
|
OHIO POWER COMPANY AND SUBSIDIARIES
|
||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
|
||||||||||
For the Nine Months Ended September 30, 2013
|
||||||||||
(in thousands)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
Historical
|
|
Corporate Separation
|
|
Pro Forma
|
|||
|
|
|
OPCo
|
|
Adjustments
|
|
OPCo
|
|||
REVENUES
|
|
|
|
|
|
|
|
|||
Electric Generation, Transmission and Distribution
|
|
$
|
2,710,990
|
|
$
|
(373,900)
|
(a)
|
$
|
2,337,090
|
|
Sales to AEP Affiliates
|
|
|
873,850
|
|
|
(805,362)
|
(b)
|
|
68,488
|
|
Other Revenues - Affiliated
|
|
|
18,138
|
|
|
(18,138)
|
(c)
|
|
-
|
|
Other Revenues - Nonaffiliated
|
|
|
12,982
|
|
|
(10,136)
|
(c)
|
|
2,846
|
|
TOTAL REVENUES
|
|
|
3,615,960
|
|
|
(1,207,536)
|
|
|
2,408,424
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
Fuel and Other Consumables Used for Electric Generation
|
|
|
1,158,389
|
|
|
(1,158,389)
|
(d)
|
|
-
|
|
Purchased Electricity for Resale
|
|
|
114,911
|
|
|
64,376
|
(e)
|
|
179,287
|
|
Purchased Electricity from AEP Affiliates
|
|
|
257,540
|
|
|
706,940
|
(e)
|
|
964,480
|
|
Other Operation
|
|
|
481,417
|
|
|
(142,757)
|
(f)
|
|
338,660
|
|
Maintenance
|
|
|
218,962
|
|
|
(127,489)
|
(f)
|
|
91,473
|
|
Asset Impairments and Other Related Charges
|
|
|
154,304
|
|
|
(154,304)
|
(f)
|
|
-
|
|
Depreciation and Amortization
|
|
|
289,472
|
|
|
(148,459)
|
(f)
|
|
141,013
|
|
Amortization of Generation Deferrals
|
|
|
-
|
|
|
85,191
|
(g)
|
|
85,191
|
|
Taxes Other Than Income Taxes
|
|
|
310,285
|
|
|
(50,627)
|
(f)
|
|
259,658
|
|
TOTAL EXPENSES
|
|
|
2,985,280
|
|
|
(925,518)
|
|
|
2,059,762
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
|
|
|
630,680
|
|
|
(282,018)
|
|
|
348,662
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
|
3,165
|
|
|
(1,841)
|
(h)
|
|
1,324
|
|
Carrying Costs Income
|
|
|
9,833
|
|
|
-
|
|
|
9,833
|
|
Allowance for Equity Funds Used During Construction
|
|
|
2,853
|
|
|
-
|
|
|
2,853
|
|
Interest Expense
|
|
|
(142,487)
|
|
|
43,007
|
(i)
|
|
(99,480)
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX EXPENSE
|
|
|
504,044
|
|
|
(240,852)
|
|
|
263,192
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Tax Expense
|
|
|
174,313
|
|
|
(82,360)
|
(j)
|
|
91,953
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
329,731
|
|
$
|
(158,492)
|
|
$
|
171,239
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
|
OHIO POWER COMPANY AND SUBSIDIARIES
|
||||||||||
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
|
||||||||||
For the Year Ended December 31, 2012
|
||||||||||
(in thousands)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
||
|
|
|
Historical
|
|
Corporate Separation
|
|
Pro Forma
|
|||
|
|
|
OPCo
|
|
Adjustments
|
|
OPCo
|
|||
REVENUES
|
|
|
|
|
|
|
|
|||
Electric Generation, Transmission and Distribution
|
|
$
|
4,022,116
|
|
$
|
(601,714)
|
(a)
|
$
|
3,420,402
|
|
Sales to AEP Affiliates
|
|
|
847,294
|
|
|
(795,083)
|
(b)
|
|
52,211
|
|
Other Revenues - Affiliated
|
|
|
39,401
|
|
|
(39,401)
|
(c)
|
|
-
|
|
Other Revenues - Nonaffiliated
|
|
|
19,385
|
|
|
(14,905)
|
(c)
|
|
4,480
|
|
TOTAL REVENUES
|
|
|
4,928,196
|
|
|
(1,451,103)
|
|
|
3,477,093
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
Fuel and Other Consumables Used for Electric Generation
|
|
|
1,471,316
|
|
|
(1,471,316)
|
(d)
|
|
-
|
|
Purchased Electricity for Resale
|
|
|
205,845
|
|
|
(44,856)
|
(e)
|
|
160,989
|
|
Purchased Electricity from AEP Affiliates
|
|
|
380,706
|
|
|
1,362,005
|
(e)
|
|
1,742,711
|
|
Other Operation
|
|
|
669,981
|
|
|
(270,452)
|
(f)
|
|
399,529
|
|
Maintenance
|
|
|
319,324
|
|
|
(188,272)
|
(f)
|
|
131,052
|
|
Asset Impairments and Other Related Charges
|
|
|
287,031
|
|
|
(287,031)
|
(f)
|
|
-
|
|
Depreciation and Amortization
|
|
|
511,070
|
|
|
(347,514)
|
(f)
|
|
163,556
|
|
Amortization of Generation Deferrals
|
|
|
-
|
|
|
47,552
|
(g)
|
|
47,552
|
|
Taxes Other Than Income Taxes
|
|
|
405,976
|
|
|
(71,082)
|
(f)
|
|
334,894
|
|
TOTAL EXPENSES
|
|
|
4,251,249
|
|
|
(1,270,966)
|
|
|
2,980,283
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
|
|
|
676,947
|
|
|
(180,137)
|
|
|
496,810
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
|
3,536
|
|
|
(195)
|
(h)
|
|
3,341
|
|
Carrying Costs Income
|
|
|
16,942
|
|
|
-
|
|
|
16,942
|
|
Allowance for Equity Funds Used During Construction
|
|
|
3,492
|
|
|
-
|
|
|
3,492
|
|
Interest Expense
|
|
|
(213,100)
|
|
|
83,844
|
(i)
|
|
(129,256)
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX EXPENSE
|
|
|
487,817
|
|
|
(96,488)
|
|
|
391,329
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Tax Expense
|
|
|
144,283
|
|
|
(8,922)
|
(j)
|
|
135,361
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
343,534
|
|
$
|
(87,566)
|
|
$
|
255,968
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
|
OHIO POWER COMPANY AND SUBSIDIARIES
|
|||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
|
|||||||||||
ASSETS
|
|||||||||||
September 30, 2013
|
|||||||||||
(in thousands)
|
|||||||||||
|
|||||||||||
|
|
|
|
|
|
Pro Forma
|
|
|
|
||
|
|
|
|
Historical
|
|
Corporate Separation
|
|
Pro Forma
|
|||
|
|
|
|
OPCo
|
|
Adjustments
|
|
OPCo
|
|||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||
Cash and Cash Equivalents
|
|
$
|
4,341
|
|
$
|
-
|
|
$
|
4,341
|
||
Advances to Affiliates
|
|
|
10,126
|
|
|
361,697
|
(a)
|
|
371,823
|
||
Accounts Receivable:
|
|
|
|
|
|
|
|
|
|
||
|
Customers
|
|
|
83,382
|
|
|
(32,249)
|
(b)
|
|
51,133
|
|
|
Affiliated Companies
|
|
|
147,471
|
|
|
(90,704)
|
(b)
|
|
56,767
|
|
|
Accrued Unbilled Revenues
|
|
|
38,753
|
|
|
-
|
|
|
38,753
|
|
|
Miscellaneous
|
|
|
6,683
|
|
|
(1,820)
|
(b)
|
|
4,863
|
|
|
Allowance for Uncollectible Accounts
|
|
|
(26,966)
|
|
|
7
|
(b)
|
|
(26,959)
|
|
|
|
Total Accounts Receivable
|
|
|
249,323
|
|
|
(124,766)
|
(b)
|
|
124,557
|
Fuel
|
|
|
251,888
|
|
|
(251,888)
|
(c)
|
|
-
|
||
Materials and Supplies
|
|
|
173,397
|
|
|
(120,969)
|
(c)
|
|
52,428
|
||
Risk Management Assets
|
|
|
34,178
|
|
|
(32,596)
|
(d)
|
|
1,582
|
||
Accrued Tax Benefits
|
|
|
947
|
|
|
-
|
|
|
947
|
||
Prepayments and Other Current Assets
|
|
|
50,199
|
|
|
11,401
|
(e)
|
|
61,600
|
||
TOTAL CURRENT ASSETS
|
|
|
774,399
|
|
|
(157,121)
|
|
|
617,278
|
||
|
|
|
|
|
|
|
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
||
Electric:
|
|
|
|
|
|
|
|
|
|
||
|
Generation
|
|
|
8,392,967
|
|
|
(8,392,967)
|
(f)
|
|
-
|
|
|
Transmission
|
|
|
2,034,958
|
|
|
(51,532)
|
(f)
|
|
1,983,426
|
|
|
Distribution
|
|
|
3,815,303
|
|
|
-
|
|
|
3,815,303
|
|
Other Property, Plant and Equipment
|
|
|
566,007
|
|
|
(184,423)
|
(f)
|
|
381,584
|
||
Construction Work in Progress
|
|
|
440,199
|
|
|
(226,243)
|
(f)
|
|
213,956
|
||
Total Property, Plant and Equipment
|
|
|
15,249,434
|
|
|
(8,855,165)
|
|
|
6,394,269
|
||
Accumulated Depreciation and Amortization
|
|
|
5,220,979
|
|
|
(3,232,826)
|
(g)
|
|
1,988,153
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT – NET
|
|
|
10,028,455
|
|
|
(5,622,339)
|
|
|
4,406,116
|
||
|
|
|
|
|
|
|
|
|
|
||
OTHER NONCURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||
Regulatory Assets
|
|
|
1,455,176
|
|
|
-
|
|
|
1,455,176
|
||
Securitized Transition Assets
|
|
|
136,566
|
|
|
-
|
|
|
136,566
|
||
Long-term Risk Management Assets
|
|
|
28,594
|
|
|
(28,594)
|
(d)
|
|
-
|
||
Deferred Charges and Other Noncurrent Assets
|
|
|
133,024
|
|
|
(53,295)
|
(h)
|
|
79,729
|
||
TOTAL OTHER NONCURRENT ASSETS
|
|
|
1,753,360
|
|
|
(81,889)
|
|
|
1,671,471
|
||
|
|
|
|
|
|
|
|
|
|
||
TOTAL ASSETS
|
|
$
|
12,556,214
|
|
$
|
(5,861,349)
|
|
$
|
6,694,865
|
||
|
|
|
|
|
|
|
|
|
|
||
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
|
OHIO POWER COMPANY AND SUBSIDIARIES
|
|||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
|
|||||||||||
LIABILITIES AND COMMON SHAREHOLDER'S EQUITY
|
|||||||||||
September 30, 2013
|
|||||||||||
|
|||||||||||
|
|
|
|
Pro Forma
|
|
|
|||||
|
|
Historical
|
|
Corporate Separation
|
|
Pro Forma
|
|||||
|
|
OPCo
|
|
Adjustments
|
|
OPCo
|
|||||
|
|
|
|
|
(in thousands)
|
|
|
|
|||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||
Advances from Affiliates
|
|
$
|
1,063
|
|
$
|
(1,063)
|
(i)
|
$
|
-
|
||
Accounts Payable:
|
|
|
|
|
|
|
|
|
|
||
|
General
|
|
|
249,663
|
|
|
(138,615)
|
(j)
|
|
111,048
|
|
|
Affiliated Companies
|
|
|
99,322
|
|
|
101,164
|
(k)
|
|
200,486
|
|
Long-term Debt Due Within One Year – Nonaffiliated
|
|
|
553,516
|
|
|
(293,580)
|
(l)
|
|
259,936
|
||
Risk Management Liabilities
|
|
|
16,431
|
|
|
(16,409)
|
(d)
|
|
22
|
||
Accrued Taxes
|
|
|
261,496
|
|
|
(13,304)
|
(m)
|
|
248,192
|
||
Accrued Interest
|
|
|
54,603
|
|
|
(6,566)
|
(n)
|
|
48,037
|
||
Other Current Liabilities
|
|
|
201,018
|
|
|
(48,277)
|
(o)
|
|
152,741
|
||
TOTAL CURRENT LIABILITIES
|
|
|
1,437,112
|
|
|
(416,650)
|
|
|
1,020,462
|
||
|
|
|
|
|
|
|
|
|
|
||
NONCURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||
Long-term Debt – Nonaffiliated
|
|
|
2,945,058
|
|
|
(768,245)
|
(l)
|
|
2,176,813
|
||
Long-term Debt – Affiliated
|
|
|
200,000
|
|
|
(200,000)
|
(l)
|
|
-
|
||
Long-term Risk Management Liabilities
|
|
|
16,577
|
|
|
(16,577)
|
(d)
|
|
-
|
||
Deferred Income Taxes
|
|
|
2,489,349
|
|
|
(1,194,139)
|
(m)
|
|
1,295,210
|
||
Regulatory Liabilities and Deferred Investment Tax Credits
|
|
|
444,216
|
|
|
(10,148)
|
(p)
|
|
434,068
|
||
Deferred Credits and Other Noncurrent Liabilities
|
|
|
436,743
|
|
|
(323,249)
|
(q)
|
|
113,494
|
||
TOTAL NONCURRENT LIABILITIES
|
|
|
6,531,943
|
|
|
(2,512,358)
|
|
|
4,019,585
|
||
|
|
|
|
|
|
|
|
|
|
||
TOTAL LIABILITIES
|
|
|
7,969,055
|
|
|
(2,929,008)
|
|
|
5,040,047
|
||
|
|
|
|
|
|
|
|
|
|
||
COMMON SHAREHOLDER'S EQUITY
|
|
|
|
|
|
|
|
|
|
||
Common Stock – No Par Value:
|
|
|
|
|
|
|
|
|
|
||
|
Authorized – 40,000,000 Shares
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding – 27,952,473 Shares
|
|
|
321,201
|
|
|
-
|
|
|
321,201
|
|
Paid-in Capital
|
|
|
1,744,099
|
|
|
(1,070,744)
|
(r)
|
|
673,355
|
||
Retained Earnings
|
|
|
2,658,562
|
|
|
(2,005,608)
|
(r)
|
|
652,954
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
|
(136,703)
|
|
|
144,011
|
(s)
|
|
7,308
|
||
TOTAL COMMON SHAREHOLDER’S EQUITY
|
|
|
4,587,159
|
|
|
(2,932,341)
|
|
|
1,654,818
|
||
|
|
|
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND COMMON
|
|
|
|
|
|
|
|
|
|
||
|
SHAREHOLDER'S EQUITY
|
|
$
|
12,556,214
|
|
$
|
(5,861,349)
|
|
$
|
6,694,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
|
2.
|
PRO FORMA ADJUSTMENTS
|
(a)
|
Primarily reflects the elimination of off-system revenues related to the sale of electric generation and capacity.
|
(b)
|
Reflects the elimination of capacity and energy settlement revenues under the Interconnection Agreement.
|
(c)
|
Primarily reflects the elimination of revenues related to both OPCo’s Cook Coal Terminal division and OPCo’s Conesville Coal Preparation Company.
|
(d)
|
Reflects the elimination of fuel expenses related to the generation of power.
|
(e)
|
Reflects purchased power from generation assets that was previously eliminated in OPCo’s consolidated financial statements.
|
(f)
|
Reflects the elimination of expenses related to transferred generation plants.
|
(g)
|
Reflects the amortization of deferred fuel and capacity costs under the non-bypassable Phase-in Recovery Rider and the non-bypassable Retail Stability Rider, respectively.
|
(h)
|
Reflects the elimination of nonaffiliated interest and dividend income.
|
(i)
|
Reflects the elimination of interest expense related to the assignment of generation-related long-term debt.
|
(j)
|
Reflects the elimination of income tax expense that is attributable to generation-related pretax book income.
|
(a)
|
Primarily reflects the addition of net advances to affiliates related to OPCo’s remaining transmission and distribution legal entity. OPCo nets its advances to/from affiliates by legal entity. The elimination of advances from affiliates related to its generation operations resulted in net advances to affiliates for OPCo’s transmission and distribution operations.
|
(b)
|
Reflects the distribution of net generation receivables, including the gross-up of certain previously-eliminated affiliated receivables.
|
(c)
|
Reflects the distribution of generation inventories.
|
(d)
|
Reflects the distribution of generation-related risk management assets/liabilities related to cash flow hedges.
|
(e)
|
Primarily reflects the distribution of net deferred income tax assets.
|
(f)
|
Reflects the distribution of property supporting generation operations.
|
(g)
|
Reflects the removal of accumulated depreciation related to generation operations.
|
(h)
|
Primarily reflects the distribution of generation-related benefit assets, deferred taxes and allowances.
|
(i)
|
Reflects the elimination of advances from affiliates related to OPCo’s generation operations and the subsequent adjustment of OPCo’s remaining net advances to affiliates related to transmission and distribution operations. OPCo nets its advances to/from affiliates by legal entity. The elimination of advances from affiliates related to its generation operations resulted in net advances to affiliates for OPCo’s transmission and distribution operations.
|
(j)
|
Reflects the distribution of nonaffiliated payables.
|
(k)
|
Primarily reflects an increase in affiliated payables for power purchased from AGR plus the gross-up of certain previously-eliminated affiliated payables.
|
(l)
|
Reflects the assignment of generation-related long-term debt.
|
(m)
|
Reflects the distribution of generation-related net tax liabilities.
|
(n)
|
Reflects the elimination of accrued interest as a result of the assignment of generation-related long-term debt.
|
(o)
|
Primarily reflects the distribution of generation-related payroll and benefits and lease obligations.
|
(p)
|
Primarily reflects the transfer of generation-related deferred investment tax credits.
|
(q)
|
Primarily reflects the distribution of generation-related asset retirement obligations, net benefit obligations and capital lease obligations.
|
(r)
|
Reflects the distribution of net generation assets.
|
(s)
|
Reflects the distribution of net benefit plan accumulated other comprehensive loss related to generation operations.
|
·
|
Reduced Long-term Debt – Nonaffiliated by $600 million due to the assignment of an existing term credit facility to AEP subsidiaries in the fourth quarter of 2013.
|
·
|
Reduced Long-term Debt – Nonaffiliated by $211 million and $86 million related to OPCo Pollution Control Bonds.
|
·
|
Reduced Long-term Debt – Affiliated by $200 million which was subsequently retired in the fourth quarter of 2013.
|
·
|
Reduced Long-term Debt – Nonaffiliated by $115 million due to the subsequent assignment of certain OPCo Pollution Control Bonds to AGR in the fourth quarter of 2013.
|
·
|
Reduced Long-term Debt – Nonaffiliated by $50 million related to OPCo Pollution Control Bonds which were subsequently retired in the fourth quarter of 2013.
|