-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+OCGThxIQ1BvBEdIYGizjSdrv3NlN/CCg/WvWdwBbH9TAZNcLI8zKtWBImJ8ssp 3DXPADTEjWqFMC7jDzzfIA== 0000004904-98-000045.txt : 19980504 0000004904-98-000045.hdr.sgml : 19980504 ACCESSION NUMBER: 0000004904-98-000045 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980430 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTRIC POWER COMPANY 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: U5S SEC ACT: SEC FILE NUMBER: 001-03525 FILM NUMBER: 98605821 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLZ CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142231000 FORMER COMPANY: FORMER CONFORMED NAME: KINGSPORT UTILITIES INC DATE OF NAME CHANGE: 19660906 U5S 1 ANNUAL REPORT ON FORM U5S SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM U5S ANNUAL REPORT For the year ended December 31, 1997 Filed Pursuant to the Public Utility Holding Company Act of 1935 by AMERICAN ELECTRIC POWER COMPANY, INC. 1 Riverside Plaza, Columbus, Ohio 43215 AMERICAN ELECTRIC POWER COMPANY, INC. FORM U5S - ANNUAL REPORT For the Year Ended December 31, 1997 TABLE OF CONTENTS Page ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1996. . . . . . . . . . . . . . . . . . . . . . 1-4 ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS. . . . . . . . . . . 5 ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . 5 ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES . 6-8 ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. . . . . . 9 ITEM 6. OFFICERS AND DIRECTORS Part I. Names, principal business address and positions held as of December 31, 1996 . . . . . . . . . . 10-20 Part II. Banking connections. . . . . . . . . . . . . . . 21 Part III. Compensation and other related information . . . 22-32 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS . . . . . . . . . . . . 33 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Contracts for services or goods between system companies. . . . . . . . . . . . . . . . . . . . 34 Part II. Contracts to purchase services or goods between any system company and any affiliate . . . . . . 34 Part III. Employment of any person by any system company for the performance on a continuing basis of management services. . . . . . . . . . . . . . . 34 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES . . . . . 35 ITEM 10 FINANCIAL STATEMENTS AND EXHIBITS (Index). . . . . . . . . . 36 SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1997.
Issuer Owner's Number of Common Percent of Book Book Name of Company Shares Owned Voting Power Value (J) Value (J) (1) (2) (3) (4) (5) (in thousands) American Electric Power Company, Inc. (AEP) None None None None AEP Communications, Inc. (AEPC) 100 Shares 100 $ 7,080 $ 7,080 AEP Communications, LLC (AEPCLLC) Uncertificated 100 10,964 10,964 AEP Resources Service Company (AEPRESC)(A) 110 Shares 100 1,564 1,564 AEP Energy Services International, Limited 1 Shares 100 - - AEP Energy Services, Inc. (AEPES)(B) 100 Shares 100 (9,749) (9,749) AEP Generating Company (AEGCo) 1,000 Shares 100 42,763 42,763 AEP Investments, Inc. (AEPINV) 100 Shares 100 6,592 6,592 AEP Power Marketing, Inc. 100 Shares 100 - - AEP Resources, Inc. (AEPR) 100 Shares 100 33,438 33,438 AEP Resources Australia Pty., Ltd. (AEPRA) 2 Shares 100 - - AEP Resources Australia Investments, Inc. 100 Shares 100 - - AEP Resources Australia Ventures, Inc. 100 Shares 100 - - AEP Resources Delaware, Inc. (AEPRD) 1,000 Shares 100 27,283 27,283 AEP Resources Limited (AEPRL) 1 Share 100 104 104 AEP Resources International, Ltd. (AEPRI) 1 Share 100 10,725 10,725 AEP Pushan Power, LDC (Pushan) 99 Shares 99 (C) 10,766 10,766 Nanyang General Light Electric Co., Ltd. (NGLE) (D) 69.3 (D) 13,605 13,605 AEP Resources Mauritius Company (Mauritius) 9,900 Shares 99 (C) 70 70 Total AEP Resources International, Ltd. 10,836 10,836 AEP Resources Project Management Company, Ltd. (AEPRPM) 1 Share 100 108 108 AEP Pushan Power, LDC (Pushan) 1 Share 1 (C) 109 109 Nanyang General Light Electric Co., Ltd. (NGLE) (D) 0.7 (D) 137 137 AEP Resources Mauritius Company (Mauritius) 100 Shares 1 (C) - - Total AEP Resources Project Management Co., Ltd. 109 109 AEPR Global Investments B.V. (AEPRGI) 40 Shares 100 24 24 AEPR Global Holland Holding B.V. (AEPRGHH) 40 Shares 100 23 23 AEPR Global Ventures B.V. (AEPRGV) 40 Shares 100 82 82 Australian Energy International Pty. Ltd. 100 Shares 16 (E) - - AEI (Loy Yang) Pty. Ltd. 1 Shares 100 - - Yorkshire Power Group Limited 220,000,001 Shares 50 (F) 271,050 287,344 Yorkshire Holdings plc 50,000 Shares 100 - - Yorkshire Electricity Group plc 159,270,953 Shares 100 - - Yorkshire Power Finance Limited 1,000 Shares 100 - - Total AEP Resources, Inc. 309,376 325,670 American Electric Power Service Corporation (AEPSC) 13,500 Shares 100 2,450 2,450 ITEM 1. (CONTINUED) Issuer Owner's
Number of Common Percent of Book Book Name of Company Shares Owned Voting Power Value (J) Value (J) (1) (2) (3) (4) (5) (in thousands) Appalachian Power Company* (APCo) 13,499,500 Shares 98.6 1,081,050 1,102,090 Cedar Coal Co. (CeCCo) 2,000 Shares 100 1,795 1,795 Central Appalachian Coal Company** (CACCo) 3,000 Shares 100 249 249 Central Coal Company** (CCCo) 1,500 Shares 50 (G) 604 604 Central Operating Company (COpCo) 1,500 Shares 50 (G) 89 89 Southern Appalachian Coal Company** (SACCo) 6,950 Shares 100 7,976 7,976 West Virginia Power Company** (WVPCo) 100 Shares 100 240 230 Total Appalachian Power Company 10,953 10,943 Columbus Southern Power Company (CSPCo)* 16,410,426 Shares 100 751,309 751,309 Colomet, Inc.** (COLM) 1,500 Shares 100 2,755 2,755 Conesville Coal Preparation Company (CCPC) 100 Shares 100 1,320 1,320 Simco Inc.** (Simco) 90,000 Shares 100 491 491 Ohio Valley Electric Corporation (OVEC) 4,300 Shares 4.3 518 430 Total Columbus Southern Power Company 5,084 4,996 Franklin Real Estate Company (FRECo) 100 Shares 100 30 28 Indiana Franklin Realty, Inc. (IFRI) 10 Shares 100 1 1 Indiana Michigan Power Company* (I&M) 1,400,000 Shares 100 1,067,871 1,075,058 Blackhawk Coal Company** (BHCCo) 39,521 Shares 100 76,506 76,506 Price River Coal Company** (PRCCo) 1,091 Shares 100 27 27 Total Indiana Michigan Power Company 76,533 76,533 Kentucky Power Company (KEPCo) 1,009,000 Shares 100 257,276 260,062 Kingsport Power Company (KGPCo) 410,000 Shares 100 22,267 22,923 Ohio Power Company* (OPCo) 27,952,473 Shares 99.1 1,373,647 1,378,060 Cardinal Operating Company (CdOpCo) 250 Shares 50 (H) 110 110 Central Coal Company** (CCCo) 1,500 Shares 50 (G) 604 604 Central Ohio Coal Company (COCCo) 69,000 Shares 100 8 8 Central Operating Company (COpCo) 1,500 Shares 50 (G) 90 90 Southern Ohio Coal Company (SOCCo) 5,000 Shares 100 68,029 68,029 Windsor Coal Company (WCCo) 4,064 Shares 100 8,954 9,351 Total Ohio Power Company 77,795 78,192
ITEM 1. (CONTINUED)
Issuer Owner's Number of Common Percent of Book Book Name of Company Shares Owned Voting Power Value (J) Value (J) (1) (2) (3) (4) (5) (in thousands) Ohio Valley Electric Corporation* (OVEC) 39,900 Shares 39.9 4,814 4,082 Indiana-Kentucky Electric Corporation (IKEC) 17,000 Shares 100 (I) 3,400 3,400 Wheeling Power Company (WPCo) 150,000 Shares 100 21,948 22,929 Equity in Subsidiaries - Unallocated 13,333 13,333 Total American Electric Power Company, Inc. 4,677,576 4,714,012 Total All Companies $5,196,392 $5,249,421 ________________________________________________ New subsidiaries added during 1997 are: Name of Company Date and Place of Organization Description of Business AEP Communications, LLC. June 5, 1997 in State of Virginia Telecommunication, information and other services AEP Energy Services International, Limited January 24, 1997 in Cayman Islands Consulting and O&M services in international energy projects AEP Resources Australia Investments Inc. July 10, 1996 in State of Delaware Invest and participate in Austr- alian energy projects AEP Resources Australia Ventures, Inc. July 10, 1996 in State of Delaware Formed to own power projects in Australia AEP Resources Limited July 17, 1997 in Great Britain Invest in European energy projects AEPR Global Investments B.V. January 23, 1997 in Netherlands Invest in Australian power projects AEPR Global Holland Holding B.V. January 23, 1997 in Netherlands Invest in Australian power projects AEPR Global Ventures B.V. January 23, 1997 in Netherlands Invest in Australian power projects Australian Energy International Pty. Ltd. March 7, 1997 in Australia Invest on Australian power projects AEI (Loy Yang)Pty. Ltd. March 7, 1997 in Australia Formed to acquire power plant ITEM 1. (CONTINUED) Yorkshire Power Group Limited July 19, 1996 in Great Britain Formed jointly to acquire York- shire Electricity Group plc Yorkshire Holdings plc February 14, 1997 in Great Britain Holding company set up to acquire Yorkshire Electricity Group plc Yorkshire Electricity Group plc April 1, 1989 in Great Britain, Electric distribution Acquired April 1997 Yorkshire Power Finance Limited August 18, 1997 in Cayman Islands Provide financing for Yorkshire Electricity Group plc (A) Name changed from AEP Energy Services, Inc. on March 7, 1997, and from AEP Resources Engineering & Services on September 17, 1997. (B) Name changed from AEP Energy Solutions, Inc. on March 7, 1997. (C) Owned 99% by AEP Resources International Ltd. and 1% AEP Resources Project Management Company Ltd. (D) AEP Pushan Power, LDC owns 70%; the other 30% is owned by unaffiliated companies. The Company is a joint venture company domiciled in the People's Republic of China. It has registered capital totaling Renminbi four hundred seventy six million six hundred sixty seven thousand Yuan. (E) AEP Resources Global Ventures B.V. owns 16% and the remaining 84% is owned an unaffiliated company. (F) AEP Resources, Inc. owns 50% and the remaining 50% is owned by an unaffiliated company. (G) Owned 50% by Appalachian Power Company and 50% by Ohio Power Company. (H) Ohio Power Company owns 50% of the stock; the other 50% is owned by a corporation not affiliated with American Electric Power Company, Inc. (I) This Company is a wholly-owned subsidiary of Ohio Valley Electric Corporation, 44.2% of whose voting securities are owned by the American Electric Power System, the balance by unaffiliated companies. (J) Includes unsecured debt as follows: for AEPSC - $1,100,000, AEPCLLC - $150,000, BHCCo - $20,700,000, CdOpCo - $110,000, Mauritius $409,000, and WCCo - $225,000. *Exempt under Section 3(A) pursuant to Rule 2 thereof. **Inactive. ***Exempt under Securities and Exchange Commission Release No. 35-24295. All of the active subsidiaries of AEP are involved in the electric utility business in the United States with the exceptions of AEPC, AEPCLLC, AEPRESC, AEP Energy Services International, Limited, AEPES, AEPINV, AEP Power Marketing, Inc., AEPR, AEPRA, AEP Resources Australia Investments, Inc., AEP Resources Australia Ventures, Inc., AEPRD, AEPRL, AEPRI, Pushan, NGLE, Mauritius, AEPRPM, AEPRGI, AEPRGHH, AEPRGV, Australian Energy International Pty. Ltd., AEI (Loy Yang) Pty. Ltd., Yorkshire Power Group Limited, Yorkshire Holdings plc, Yorkshire Electricity Group plc and Yorkshire Power Finance Limited. AEPRESC offers consulting services to unaffiliated entities in AEP and its subsidiaries' areas of expertise. AEPINV is involved in the development of demand side management technologies. Yorkshire Power Group Limited and its subsidiaries are involved in the electric utility business in the United Kingdom. The other listed subsidiaries are pursuing opportunities in non-regulated electric and related activities.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS Information concerning acquisitions or sales of utility assets by System companies not reported in a certificate filed pursuant to Rule 24 are as follows: NONE ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
Name of Issuer and Authorization Description of Issues Date and Form of Transactions Consideration or Exemption (1) (2) (3) (4) (in thousands) Appalachian Power Company: First Mortgage Bonds: 6.35% Series Due 2000 2/19/97 - Public Offering 47,683 Rule 52 6.71% Series Due 2000 5/27/97 - Public Offering 47,683 Rule 52 Junior Subordinated Deferrable Interest Debentures 8% Series B Due 2027 3/18/97 - Public Offering 87,892 Rule 52 Columbus Southern Power Company: Senior Unsecured Notes Payable 6.85% Series Due 2005 10/03/97 - Public Offering 47,599 Rule 52 Junior Subordinated Deferrable Interest Debentures 7.92% Series B Due 2027 3/05/97 - Public Offering 38,573 Rule 52 Indiana Michigan Power Company: First Mortgage Bonds: 6.40% Series Due 2000 2/19/97 - Public Offering $47,728 Rule 52 ITEM 3. (CONTINUED) Name of Issuer and Authorization Description of Issues Date and Form of Transactions Consideration or Exemption (1) (2) (3) (4) (in thousands) Kentucky Power Company: Senior Unsecured Notes Payable 6.91% Series Due 2007 10/01/97 - Public Offering 47,587 Rule 52 Ohio Power Company: Senior Unsecured Notes Payable 6.73% Series Due 2004 9/30/97 - Public Offering 47,632 Rule 52 Junior Subordinated Deferrable Interest Debentures 7.92% Series B Due 2027 3/18/97 - Public Offering 48,858 Rule 52 GUARANTEE: At December 31, 1997, American Electric Power Company, Inc. had outstanding parental guaranties on behalf of AEP Communications, Inc. with First Union National Bank of North Carolina. The net exposure under the guaranties at December 31, 1997 was approximately $2,750,000. Exemption Rule 34 (a) (1).
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Name of Company Extinguished (EXT) Name of Issuer and Acquiring, Redeeming or or Held (H) for Authorization Title of Issue Retiring Securities Consideration Further Disposition or Exemption (1) (2) (3) (4) (5) (in thousands) AEP Resources, Inc.: Revolving Credit Agreement Libor Rate - Due 1999 AEPR $80,000 EXT Rule 42 American Electric Power Service Corp: Mortgage Notes 9% Series D Due 1999 AEPSC 2,500 EXT Rule 42 9.60% Series E Due 2008 AEPSC 2,500 EXT Rule 42 Appalachian Power Company: Cumulative Preferred Stock, No Par Value 7.80% Series APCo 50,233 EXT Rule 42 4-1/2% Series APCo 72 EXT Rule 42 First Mortgage Bonds 9.35% Series Due 2021 APCo 43,250 EXT Rule 42 8.75% Series Due 2022 APCo 13,081 EXT Rule 42 Columbus Southern Power Company: Cumulative Preferred Stock, $100 Par Value 7.78% Series CSPCo 52,625 EXT Rule 42 First Mortgage Bonds 6-1/4% Series Due 1997 CSPCo 14,640 EXT Rule 42 ITEM 4. (CONTINUED) Name of Company Extinguished (EXT) Name of Issuer and Acquiring, Redeeming or or Held (H) for Authorization Title of Issue Retiring Securities Consideration Further Disposition or Exemption (1) (2) (3) (4) (5) (in thousands) Indiana Michigan Power Company: Cumulative Preferred Stock, $100 Par Value 4-1/8% Series I&M $ 27 EXT Rule 42 4.56% Series I&M 1,130 EXT Rule 42 4.12% Series I&M 12 EXT Rule 42 First Mortgage Bonds 8.75% Series Due 2022 I&M 50,000 EXT Rule 42 Ohio Power Company: Cumulative Preferred Stock, $100 Par Value 4-1/2% Series OPCo 23 EXT Rule 42 First Mortgage Bonds 6-1/2% Series Due 1997 OPCo 46,620 EXT Rule 42 8.75% Series Due 2022 OPCo 50,000 EXT Rule 42 Southern Ohio Coal Company: Notes Payable 7.19% Due 1998 SOCCo 20,000 EXT Rule 42
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 1997. 1. Aggregate amount of investments in persons operating in the retail service area of AEP or of its subsidiaries.
Aggregate Amount of Investments Number of Name of in Persons (Entities), Operating in Persons Description of Company Retail Service Area of Owner (Entities) Persons (Entities) (1) (2) (3) (4) (in thousands) APCo $ 710 8 Industrial Development Corporations AEPCLLC 5,904 2 Personal Communications Services Provider AEPINV 601 1 Economic Development Company I&M 29 1 Economic Development Company WPCo 13 1 Industrial Development Corporation
2. Securities owned not included in 1 above.
Name of Nature of Description Number Percent of Owner's Company Name of Issuer Issuer's Business of Securities of Shares Voting Power Book Value (1) (2) (3) (4) (5) (6) (7) (in thousands) AEPINV Intersource Research & Technologies, Inc. Technology Development Common Stock 800,000 9.9 $11,500 Preferred Stock 95,000 AEPINV EnviroTech Investment Research & Fund I Technology Development Limited Partner * 9.9 1,303 AEP Integrated Communica- Development of tions System, Inc. Demand Side Management Common Stock 80,000 8.4 - * Limited Partnership Interests
ITEM 6. OFFICERS AND DIRECTORS OF AMERICAN ELECTRIC POWER SYSTEM Part I. (1&2) As of December 31, 1996: Officers and directors of American Electric Power Company, Inc. are listed on page 10. Officers and directors of Ohio Valley Electric Corporation and Indiana-Kentucky Electric Corporation are listed on page 19. The officers and directors of all other AEP System companies are located in the table on pages 11 through 18. LEGEND OF ABBREVIATIONS CB Chairman of the Board VCB Vice Chairman of the Board D Director CEO Chief Executive Officer P President COO Chief Operating Officer EVP Executive Vice President SVP Senior Vice President VP Vice President C Controller S Secretary T Treasurer GC General Counsel Address Codes (a) 1 Riverside Plaza, Columbus, OH (b) 40 Franklin Road, Roanoke, VA (c) 215 N. Front Street, Columbus, OH (d) One Summit Square, Fort Wayne, IN (e) 1701 Central Avenue, Ashland, KY (f) One Cook Place, Bridgman, MI (g) One Memorial Drive, Lancaster, OH (h) Dayuan Zhuan Village, Pushan Town, Nanyang City, People's Republic of China (k) Mary Street, P.O. Box 1043, George Town, Grand Cayman, Cayman Islands (l) Les Cascades Building, Edith Carell Street, Port Louis, Mauritius (m) 1105 North Market Street, Wilmington, DE ITEM 6. OFFICERS AND DIRECTORS PART I as of December 31, 1997 The following are the abbreviations to be used for principal business address and positions. Principal Business Address Code 1 Riverside Plaza Columbus, OH 43215 (a) 40 Franklin Road Roanoke, VA 24022 (b) 215 N. Front Street Columbus, OH 43215 (c) One Summit Square Fort Wayne, IN 46801 (d) One Memorial Drive Lancaster, OH 43130 (e) Dayuan Zhuan Village Pushan Town, Nanyang City People's Republic of China (f) Mary Street George Town, Grand Cayman Grand Cayman Island (g) Les Cascades Building Edith Carell Street Port Louis, Mauritius (h) 1105 North Market Street Wilmington, DE 19899 (i) 600 Bourke Street Melbourne, Victoria 3000 Australia (j) 9 Cheapside, London, EC2V 6AD Great Britain (k) P.O. Box B Brilliant, OH 43913 (l) 301 Cleveland Ave., SW Canton, OH 44702 (m) 225 South 15th Street Philadelphia, PA 19102 (n) Wetherby Road, Scarcroft,Leeds LS14 3HS Great Britain (o) P.O. Box 309 George Town, Grand Cayman, Cayman Islands (p) Herengracht 548, 1017 CG Amsterdam The Netherlands (q) Suite 400, Deseret Building Salt Lake City, UT 84111 (r) 1701 Central Avenue Ashland, KY 41101 (s) 301 Virginia Street East Charleston, WV 25301 (t) P.O. Box 751 Wheeling, WV 26003 (u) P.O. Box 389 New Haven, WV 25265 (v) P.O. Box 468 Piketon, Ohio 45661 (w) 1225 17th Street, Suite 500 Denver, CO 80202 (x) Position Code Director D Chairman of the Board CB Vice Chairman of the Board VCB President P Chief Executive Officer CEO Chief Operating Officer COO Executive Vice President EVP Senior Vice President SVP Vice President VP Controller C Secretary S Treasurer T General Counsel GC Managing Director MD Chief Financial Officer CFO The officer's or director's principal business address is the same as indicated in the Company heading unless another address is provided with the individual's name. American Electric Power Company, Inc. Name and Principal Address(a) Position Peter J. DeMaria D,C John P. DesBarres D 32064 Pacifica Drive Rancho Palos Verdes, CA 90275 E. Linn Draper, Jr. D,CB,P,CEO Robert M. Duncan D 1397 Haddon Road Columbus, OH 43209 Robert W. Fri D 6001 Overlea Road Bethesda, MD 20816 Lester A Hudson, Jr. D P.O. Box 8583 Greenville, SC 29604 Leonard J. Kujawa D 133 Peachtree St.,NE Atlanta, GA 30303 Gerald P. Maloney D,VP,S Angus E. Peyton D P.O. Box 226 Charleston, WV 25321 Donald G. Smith D P.O. Box 13948 Roanoke, VA 24038 ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) American Electric Power Company, Inc. (continued) Name and Principal Address(a) Position Linda Gillespie Stuntz D 1201 Pennsylvania Ave.,NW Washington, DC 20004 Kathryn D. Sullivan D 795 Old Oak Trace Columbus, OH 43235 Dr. Morris Tanenbaum D 74 Falmouth Street Short Hills, NJ 07078 Armando A. Pena T AEI (Loy Yang) Pty Ltd Name and Principal Address(j) Position Jeffrey James Bateson D 147 Argyle Street Kowloon, Hong Kong Donald Boyd (a) D Paul Robert Rainey D,S Mark Rhys D 10/F, Chi Who Commercial Blg 20 Saigon Street Kowloon, Hong Kong AEP Communications, Inc. Name and Principal Address(a) Position Donald M. Clements, Jr. D,P Peter J. DeMaria D,VP,C E. Linn Draper, Jr. D,CB,CEO Henry Fayne D William J. Lhota D,VP Gerald P. Maloney D,VCB James J. Markowsky D David Mustine VP Peter R. Thomas VP Armando A. Pena T John F. DiLorenzo, Jr. S AEP Communications, LLC Name and Principal Address(a) Position Donald M. Clements, Jr. D,P Armando A. Pena D,T Peter R. Thomas D,VP Jeffrey D. Cross S AEP Energy Services, Inc. Name and Principal Address(a) Position Paul D. Addis D,P Peter J. DeMaria D,C E. Linn Draper, Jr. D,CB,CEO Henry Fayne D,VP William J. Lhota D Gerald P. Maloney D,VCB James J. Markowsky D J. C. Baker SVP Steven Lewis SVP 5718 Westheimer Houston, TX 77057 Eric J. van der Walde SVP Bruce H. Braine VP Joseph A. Curia, Jr. VP David B. Dunn VP Douglas K. Penrod VP Glenn Riepl VP George Rooney VP Thomas J. Seeley VP Armando A. Pena T John F. DiLorenzo, Jr. S AEP Energy Services International, Limited Name and Principal Address(g) Position Donald M. Clements, Jr. (a) D,P Jeffrey D. Cross (a) D,S David Mustine (a) D,VP Armando A. Pena (a) D,T AEP Generating Company Name and Principal Address(a) Position Peter J. DeMaria D,VP,C E. Linn Draper, Jr. D,P,CEO Henry Fayne D John R. Jones D William J. Lhota D Gerald P. Maloney D,VP James J. Markowsky D,VP Armando A. Pena T John F. DiLorenzo, Jr. S AEP Investments, Inc. Name and Principal Address(a) Position Donald M. Clements, Jr. D,P Peter J. DeMaria D,VP,C E. Linn Draper, Jr. D,CB,CEO Henry Fayne D William J. Lhota D,VP Gerald P. Maloney D,VCB James J. Markowsky D David Mustine SVP Dennis A. Lantzy VP Jeffrey D. Cross VP,GC Armando A. Pena T John F. DiLorenzo, Jr. S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) AEP Power Marketing, Inc. Name and Principal Address(a) Position E. Linn Draper, Jr. CB,CEO Gerald P. Maloney D,VP Peter J. DeMaria C Armando A. Pena T John F. DiLorenzo, Jr. S AEP Pushan Power, LDC Name and Principal Address(g) Position Donald M. Clements, Jr. (a) D,P Jeffrey D. Cross (a) D David Mustine (a) D Armando A. Pena (a) D,VP,T W.S. Walker & Co. S AEP Resources, Inc. Name and Principal Address(a) Position Donald M. Clements, Jr. D,P Peter J. DeMaria D,VP,C E. Linn Draper, Jr. D,CB,CEO Henry Fayne D William J. Lhota D Gerald P. Maloney D,VCB James J. Markowsky D Donald E. Boyd SVP David Mustine SVP John R. Jones VP Dennis A. Lantzy VP James H. Sweeney VP Paul J. Wielgus VP Jeffrey D. Cross VP,GC Armando A. Pena T John F. DiLorenzo, Jr. S AEP Resources Australia Investments, Inc. Name and Principal Address(a) Position Donald M. Clements, Jr. D,P Jeffrey D. Cross D,S David Mustine D,VP Armando A. Pena D,T Peter J. DeMaria C AEP Resources Australia Pty. Ltd. Name and Principal Address(j) Position Donald E. Boyd (a) D Donald M. Clements, Jr.(a) D,CB Jeffrey D. Cross (a) D,S David Mustine (a) D Armando A. Pena (a) D Mark A. Snape D,S 100 Walker Street North Sydney 2060 Australia AEP Resources Australia Ventures, Inc. Name and Principal Address(a) Position Donald M. Clements, Jr. D,P Jeffrey D. Cross D,S David Mustine D,VP Armando A. Pena D,T Peter J. DeMaria C AEP Resources Delaware, Inc. Name and Principal Address(i) Position Donald M. Clements, Jr. (a) D,P Jeffrey D. Cross (a) D,VP David W. Dupert D John A. Oscar, Jr. D,S Armando A. Pena (a) D,T AEP Resources International, Limited Name and Principal Address(g) Position Donald M. Clements, Jr. (a) D,P Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Henry Fayne (a) D William J. Lhota (a) D Gerald P. Maloney (a) D,VCB James J. Markowsky (a) D David Mustine (a) SVP John R. Jones (a) VP Jeffrey D. Cross (a) VP,GC Dennis A. Lantzy (a) VP Armando A. Pena (a) VP,T John F. DiLorenzo, Jr. (a) S AEP Resources Limited Name and Principal Address(k) Position Donald M. Clements, Jr. (a) D Jeffrey D. Cross (a) D,S David Mustine (a) D Armando A. Pena (a) D,T AEP Resources Mauritius Company Name and Principal Address(h) Position P.R. Sydney Bathfield D Donald M. Clements, Jr.(a) D,P Jeffrey D. Cross (a) D David Mustine (a) D,VP Armando A. Pena (a) D,T Ashraf Ramtoola D International Management (Mauritius) Ltd. S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) AEP Resources Project Management Company, Ltd. Name and Principal Address(g) Position Donald M. Clements, Jr. (a) D,P Jeffrey D. Cross (a) D David Mustine (a) D,VP Armando A. Pena (a) D,T W.S. Walker & Company S AEP Resources Service Company Name and Principal Address(a) Position Donald M. Clements, Jr. D,P Peter J. DeMaria D,VP,C E. Linn Draper, Jr. D,CB,CEO Henry Fayne D William J. Lhota D Gerald P. Maloney D,VCB James J. Markowsky D Donald E. Boyd SVP David Mustine SVP Jeffrey D. Cross VP,GC Dennis A. Lantzy VP Armando A. Pena T John F. DiLorenzo, Jr. S AEPR Global Holland Holding B.V. Name and Principal Address(q) Position AEP Resources, Inc. (a) MD AEPR Global Investments B.V. Name and Principal Address(q) Position Donald M. Clements, Jr. (a) MD Jeffrey D. Cross (a) MD David Mustine (a) MD Armando A. Pena (a) MD Frans van der Meij, RA MD Herengracht 548 1000 AZ Amsterdam The Netherlands Frank Marie Lhoest MD Herengracht 548 1000 AZ Amsterdam The Netherlands AEPR Global Ventures B.V. Name and Principal Address(q) Position Donald M. Clements, Jr. (a) MD Jeffrey D. Cross (a) MD David Mustine (a) MD Armando A. Pena (a) MD Frans van der Meij, RA MD Herengracht 548 1000 AZ Amsterdam The Netherlands Frank Marie Lhoest MD Herengracht 548 1000 AZ Amsterdam The Netherlands American Electric Power Service Corporation Name and Principal Address(a) Position Paul D. Addis D,EVP Donald M. Clements, Jr. D,EVP Peter J. DeMaria D,EVP E. Linn Draper, Jr. D,CB,P,CEO Charles A. Ebetino,Jr.(e) D,SVP Henry Fayne D,SVP Luke M. Feck D,SVP Eugene E. Fitzpatrick D,EVP One Cook Place Bridgman, MI 49106 John R. Jones D,SVP William J. Lhota D,EVP R. M. Maliszewski D,SVP Gerald P. Maloney D,EVP James J. Markowsky D,EVP Michael F. Moore D,SVP Armando A. Pena D,SVP,T Rodney B. Plimpton D,SVP Andrew P. Varley D,SVP Joseph H. Vipperman D,EVP J. C. Baker VP Bruce M. Barber VP Bruce A. Beam VP 801 Pennsylvania Ave. Washington DC 20004 David H. Crabtree VP John F. DiLorenzo, Jr. VP,S Carl A. Erikson VP Dale E. Heydlauff VP Marshall O. Julien VP W. Robert Kelley VP V. A. Lepore VP Hugh H. Lucas (e) VP Thomas R. McCaffrey VP J. K. McWilliams VP R. E. Munczinski VP Patrick M. O'Brien (e) VP Ron E. Prater VP Bruce A. Renz VP William L. Scott VP Peter Splawnyk VP Joseph A. Valentine VP 3455 Mill Run Drive Hilliard, OH 43026 Leonard V. Assante C Appalachian Power Company Name and Principal Address(b) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Henry Fayne (a) D William J. Lhota (a) D,P,COO Gerald P. Maloney (a) D,VP James J. Markowsky (a) D,VP Joseph H. Vipperman (a) D,VP R. D. Carson, Jr. VP Dana E. Waldo (t) VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) Australian Energy International Pty Ltd Name and Principal Address(j) Position Jeffrey James Bateson D 147 Argyle Street Kowloon, Hong Kong Donald Boyd (a) D Paul Robert Rainey D,S Mark Rhys D 10/F,Chi Who Commercial Blg. 20 Saigon Street Kowloon, Hong Kong Mark Snape D 100 Walker St North Sydney 2060, Australia Blackhawk Coal Company Name and Principal Address(r) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Cardinal Operating Company Name and Principal Address(l) Position Anthony J. Ahern D 6677 Busch Blvd. Columbus, OH 43226 Richard K. Byrne D,VP 6677 Busch Blvd. Columbus, OH 43226 E. Linn Draper, Jr. (a) D,P John R. Jones (a) D,VP William J. Lhota (a) D,VP R. M. Maliszewski (a) D Steven K. Nelson D P.O. Box 280 Coshocton, OH 43812 James J. Markowsky (a) D,VP Samuel P. Riggle, Jr. D,VP 6060 State Route 83 Millersburg, OH 44654 R. Dane Swinehart D,VP P.O. Box 250 Lancaster, OH 43130 Peter J. DeMaria (a) C Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Cedar Coal Co. Name and Principal Address(b) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetineo, Jr.(e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr. (a) S Central Appalachian Coal Company Name and Principal Address(b) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino, Jr. (e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando, A. Pena (a) T John F. DiLorenzo, Jr. (a) S Central Coal Company Name and Principal Address(b) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr.(a) D,CB,CEO Charles A. Ebetino, Jr. (e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr. (a) S Central Ohio Coal Company Name and Principal Address(m) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino, Jr. (e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr. (a) S Central Operating Company Name and Principal Address(v) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,P,CEO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Colomet, Inc. Name and Principal Address(c) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,P,CEO William J. Lhota (a) D,VP Gerald P. Maloney (a) D,VP James J. Markowsky (a) D,VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) Columbus Southern Power Company Name and Principal Address(c) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Henry Fayne (a) D William J. Lhota (a) D,P,COO Gerald P. Maloney (a) D,VP James J. Markowsky (a) D,VP Joseph H. Vipperman (a) D,VP Marsha P. Ryan (a) VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Conesville Coal Preparation Company Name and Principal Address(c) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Franklin Real Estate Company Name and Principal Address(n) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,P,CEO William J. Lhota (a) D,VP Gerald P. Maloney (a) D,VP James J. Markowsky (a) D,VP Bruce A. Renz (a) VP Joseph H. Vipperman (a) VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Indiana Franklin Realty, Inc. Name and Principal Address(d) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,P,CEO William J. Lhota (a) D,VP Gerald P. Maloney (a) D,VP James J. Markowsky (a) D,VP Bruce A. Renz (a) VP Joseph H. Vipperman (a) VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Indiana-Kentucky Electric Corporation Name and Principal Address(w) Position C. R. Boyle, III (d) D W. N. D'Onofrio (a) D E. Linn Draper, Jr. (a) D,P W. R. Holland D 76 South Main Street Akron, OH 44308 J. Gordon Hurst D 20 NW Fourth Street Evansville, IN 47741 Ronald G. Reherman D 20 NW Fourth Street Evansville, IN 47741 Peter J. Skrgic D 800 Cabin Hill Drive Greensburg, PA 15601 David L. Hart (a) VP David E. Jones VP Gerald P. Maloney (a) VP John D. Brodt S,T Indiana Michigan Power Company Name and Principal Address(d) Position Karl G. Boyd D C. R. Boyle, III D,VP G. A. Clark D Peter J. DeMaria (a) D,VP,C W. N. D'Onofrio (a) D E. Linn Draper, Jr. (a) D,CB,CEO William J. Lhota (a) D,P,COO Gerald P. Maloney (a) D,VP James J. Markowsky (a) D,VP D. B. Synowiec D 2791 N. U.S. Highway 231 Rockport, IN 46735 Joseph H. Vipperman (a) D,VP W. E. Walters D 100 E. Wayne Steet South Bend, IN 46601 D E. H. Wittkamper D A. A. Blind VP One Cook Place Bridgman, MI 49106 Eugene E. Fitzpatrick VP One Cook Place Bridgman, MI 49106 Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Kentucky Power Company Name and Principal Address(s) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO William J. Lhota (a) D,P,COO Gerald P. Maloney (a) D,VP James J. Markowsky (a) D,VP Joseph H. Vipperman (a) D,VP T. C. Mosher VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Kingsport Power Company Name and Principal Address(b) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Henry Fayne (a) D William J. Lhota (a) D,P,COO Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Joseph H. Vipperman (a) D,VP R. D. Carson VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) Nanyang General Light Electric Co., Ltd. Name and Principal Address(f) Position Donald E. Boyd (a) D Donald M. Clements,Jr.(a) D,CB Jeffrey D. Cross (a) D,S Bernard Hu D 2648 Durfee Ave., #B El Monte, CA 91732 Dennis Lantzy (a) D David Mustine (a) D Armando A. Pena (a) D Lu Ming Tao D Xu Xinglong D,VCB Hao Zhengshan D Ohio Power Company Name and Principal Address(m) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Henry Fayne (a) D William J. Lhota (a) D,P,COO Gerald P. Maloney (a) D,VP James J. Markowsky (a) D,VP Joseph H. Vipperman (a) D,VP Marsha P. Ryan (a) VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Ohio Valley Electric Corporation Name and Principal Address(w) Position George W. Basinger D 220 West Main Street Louisville, KY 40202 E. Linn Draper, Jr. (a) D,P Murray R. Edelman D 6200 Oak Tree Blvd. Independence, OH 44313 Donald R. Feenstra D 800 Cabin Hill Drive Greensburg, PA 15601 Allen M. Hill D 1065 Woodman Drive Dayton, OH 45432 W. R. Holland D 76 South Main Street Akron, OH 44308 John R. Jones (a) D William J. Lhota (a) D James J. Markowsky (a) D Alan J. Noia D 10435 Downsville Pike Hagerstown, MD 21740 J. H. Randolph D 139 East Fourth Street Cincinnati, OH 45202 Ronald G. Reherman D 20 NW Fourth Street Evansville, IN 47741 Peter J. Skrgic D 800 Cabin Hill Drive Greensburg, PA 15601 Michael R. Whitley D One Quality Street Lexington, KY 40507 David L. Hart (a) VP David E. Jones VP Gerald P. Maloney (a) VP John D. Brodt S,T Price River Coal Company, Inc. Name and Principal Address(d) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Simco Inc. Name and Principal Address(c) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Southern Appalachian Coal Company Name and Principal Address(b) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Southern Ohio Coal Company Name and Principal Address(m) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(a) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Lance G. Sogan VP P.O. BOX 490 Athens, OH 45701 Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) West Virginia Power Company Name and Principal Address(t) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,P,CEO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Wheeling Power Company Name and Principal Address(u) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO William J. Lhota (a) D,P,COO Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Joseph H. Vipperman (a) D,VP Dana E. Waldo (t) VP Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Windsor Coal Company Name and Principal Address(m) Position Peter J. DeMaria (a) D,VP,C E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO William J. Lhota (a) D Gerald P. Maloney (a) D,VP James J. Markowsky (a) D Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Yorkshire Electricity Group plc Name and Principal Address(o) Position Wayne H. Brunetti (x) D,VCB Donald M. Clements,Jr.(a) D E. Linn Draper, Jr. (a) D,CB Graham J. Hall D Richard C. Kelly (x) D Teresa S. Madden (x) D Armando A. Pena (a) D Roger Dickinson S Yorkshire Holdings plc Name and Principal Address(o) Position Wayne H. Brunetti (x) D,VCB Donald M. Clements,Jr.(a) D E. Linn Draper, Jr. (a) D,CB Richard C. Kelly (x) D Teresa S. Madden (x) D Armando A. Pena (a) D Jeffrey D. Cross (a) S Yorkshire Power Finance Limited Name and Principal Address(p) Position Roger Dickinson (o) D Andrew G. Donnelly (o) D Graham J. Hall (o) D Linda Martin S Yorkshire Power Group Limited Name and Principal Address(o) Position Wayne H. Brunetti (x) D,VCB Donald M. Clements,Jr.(a) D E. Linn Draper, Jr. (a) D,CB Richard C. Kelly (x) D Teresa S. Madden (x) D Armando A. Pena (a) D,CFO Jeffrey D. Cross (a) S ITEM 6. (CONTINUED) Part II. Each officer and director with a financial connection within the provisions of Section 17(c) of the Act are as follows: Position Name and Location Held in Applicable Name of Officer of Financial Financial Exemption or Director Institution Institution Rule (1) (2) (3) (4) Robert M. Duncan First Federal Savings and Loan Association Newark, Ohio Director 70(a) L.A. Hudson, Jr. American National Bankshares, Inc. Danville, Virginia Director 70(a) American National Bank & Trust Co. Danville, Virginia Director 70(a) W.J. Lhota Huntington Bancshares, Inc. Columbus, Ohio Director 70(c),(f) A.E. Peyton One Valley Bank, N.A. Charleston, West Virginia Director 70(a) One Valley Bancorp of West Virginia, Inc. Charleston, West Virginia Director 70(a) Samuel P. CSB Bancorp, Inc. Riggle, Jr. Millersburg, Ohio Director 70(c),(f) Commercial & Saving Bank Millersburg, Ohio Director 70(c),(f) Donald G. Smith First Union National Bank of Virginia Roanoke, Virginia Director 70(a) R.D. Swinehart Standing Stone National Bank Lancaster, Ohio Director 70(c),(f) ITEM 6. (continued) Part III. The disclosures made in the System companies' most recent proxy statement and annual report on Form 10-K with respect to items (a) through (f) follow: (a) COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Executive Compensation The following table shows for 1997, 1996 and 1995 the compensation earned by the chief executive officer and the four other most highly compensated executive officers (as defined by regulations of the Securities and Exchange Commission) of the AEP System at December 31, 1997. Summary Compensation Table Long-Term Annual Compensation Compensation All Other Salary Bonus Payouts Compensation Name Year ($) ($)(1) LTIP Payouts ($)(1) ($)(2) E. Linn Draper, Jr. 1997 720,000 327,744 951,132 31,620 1996 720,000 281,664 675,903 31,990 1995 685,000 236,325 334,851 30,790 Peter J. DeMaria 1997 385,000 153,345 391,793 21,570 1996 360,000 140,832 290,825 21,190 1995 330,000 113,850 143,829 20,050 G. P. Maloney 1997 385,000 153,345 391,793 21,570 1996 360,000 140,832 286,288 21,190 1995 330,000 113,850 141,582 20,060 William J. Lhota 1997 355,000 141,396 364,436 20,570 1996 320,000 125,184 263,114 19,690 1995 300,000 103,500 132,592 19,140 James J. Markowsky 1997 325,000 129,477 338,382 18,020 1996 303,000 118,534 254,535 19,480 1995 285,000 98,325 126,599 17,515 Notes to Summary Compensation Table (1) Amounts in the "Bonus" column reflect payments under the Senior Officer Annual Incentive Compensation Plan (and predecessor Management Incentive Compensation Plan) for performance measured for each of the years ended December 31, 1995, 1996 and 1997. Payments are made in March of the subsequent year. Amounts for 1997 are estimates but should not change significantly. Amounts in the "Long-Term Compensation" column reflect performance share unit targets earned under the Performance Share Incentive Plan (which became effective January 1, 1994) for the two-, three- and three-year performance periods ending December 31, 1995, 1996 and 1997, respectively. The two-year performance period was a transition performance period. (2) For 1997, includes (i) employer matching contributions under the AEP System Employees Savings Plan: Dr. Draper, $3,400; Mr. DeMaria, $3,306; Mr. Maloney, $4,800; Mr. Lhota, $4,800; and Dr. Markowsky, $3,250; (ii) employer matching contributions under the AEP System Supplemental Savings Plan, a non-qualified plan designed to supplement the AEP Savings Plan: Dr. Draper, $18,200; Mr. DeMaria, $8,244; Mr. Maloney, $6,750; Mr. Lhota, $5,850; and Dr. Markowsky, $6,500; and (iii) subsidiary companies director fees: Dr. Draper and Messrs. DeMaria and Maloney, $10,020; Mr. Lhota, $9,920; and Dr. Markowsky, $8,270. Compensation of Directors Annual Retainers and Meeting Fees. Directors who are officers of AEP or employees of any of its subsidiaries do not receive any compensation, other than their regular salaries and the accident insurance coverage described below, for attending meetings of AEP's Board of Directors. The other members of the Board receive an annual retainer of $23,000 for their services, an additional annual retainer of $3,000 for each Committee that they chair, a fee of $1,000 for each meeting of the Board and of any Committee that they attend (except a meeting of the Executive Committee held on the same day as a Board meeting), and a fee of $1,000 per day for any inspection trip or conference (except a trip or conference on the same day as a Board or Committee meeting). Deferred Compensation and Stock Plan. The Deferred Compensation and Stock Plan for Non-Employee Directors permits non-employee directors to choose to receive up to 100 percent of their annual Board retainer in AEP Shares and/or units that are equivalent in value to AEP Shares ("Stock Units), deferring receipt by the non-employee director until termination of service or for a period that results in payment commencing not later than five years thereafter. AEP Shares are distributed and/or Stock Units are credited to directors, as the case may be, when the retainer is payable, and are based on the closing price of the AEP Shares on the payment date. Amounts equivalent to cash dividends on the Stock Units accrue as additional Stock Units. Payment of Stock Units to a director from deferrals of the retainer and dividend credits is made in cash or AEP Shares, or a combination of both, as elected by the director. Stock Unit Accumulation Plan. The Stock Unit Accumulation Plan for Non-Employee Directors awards 300 Stock Units to each non- employee director as of the first day of the month in which the non-employee director becomes a member of the Board, and annually thereafter, up to a maximum of 3,000 Stock Units for each non-employee director. Amounts equivalent to cash dividends on the Stock Units accrue as additional Stock Units. Stock Units credited to a non-employee director's account as a result of the annual awards and dividend credits are forfeitable on a pro rata basis for each full month that service as a director is less than 60 months. Stock Units are paid to the director in cash upon termination of service unless the director has elected to defer payment for a period that results in payment commencing not later than five years thereafter. Insurance. AEP maintains a group 24-hour accident insurance policy to provide a $1,000,000 accidental death benefit for each director (three-year premium was $15,750). The current policy will expire on September 1, 2000, and AEP expects to renew the coverage. In addition, AEP pays each director (excluding officers of AEP or employees of any of its subsidiaries) an amount to provide for the federal and state income taxes incurred in connection with the maintenance of this coverage (approximately $350 annually). Directors of APCo, I&M and OPCo receive a fee of $100 for each meeting of the Board of Directors attended in addition to their salaries. (b) OWNERSHIP OF SECURITIES The following table sets forth the beneficial ownership of AEP Shares and stock-based units as of January 1, 1998 for all directors as of the date of this Joint Proxy Statement/Prospectus, all nominees to the Board of Directors, each of the persons named in the Summary Compensation Table and all directors and executive officers as a group. Unless otherwise noted, each person had sole voting and investment power over the number of AEP Shares and stock-based units of AEP set forth across from his or her name. Fractions of shares and units have been rounded to the nearest whole number. SHARES OF AEP COMMON STOCK BENEFICIALLY STOCK NAME DIRECTOR OF OWNED (a) UNITS(a) TOTAL K.G. Boyd I&M 1,534(b) 81 1,615 C.R. Boyle,III I&M 3,702(b) 745 4,447 G.A. Clark I&M 1,066(b) 106 1,172 P.J. DeMaria AEP,APCo,I&M,OPCo 7,754(b)(c)(d)(e) 15,932 23,686 J.P. DesBarres AEP 5,000(d) 312 5,312 E.L. Draper,Jr.AEP,APCo,I&M,OPCo 7,373(b)(d) 62,857 70,230 R.M. Duncan AEP 2,121 3,169 5,290 H.W. Fayne APCo, OPCo 4,318(b)(d) 8,745 13,063 R.W. Fri AEP 1,000 937 1,937 L.A. Hudson,Jr.AEP 1,853(e) 3,169 5,022 J.A. Kobyra I&M 3,188(b)(d) 520 3,708 L. J. Kujawa AEP 300 697 997 W. J. Lhota APCo,I&M,OPCo 15,056(b)(c)(d) 14,827 29,883 G. P. Maloney AEP,APCo,I&M,OPCo 5,803(b)(c)(d) 12,715 18,518 J. J. MarkowskyAPCo,I&M,OPCo 5,126(b)(e) 12,417 17,543 A. E. Peyton AEP 4,819(f) 3,549 8,368 D. G. Smith AEP 2,000 1,258 3,258 L. G. Stuntz AEP 1,500(d) 1,774 3,274 K.D. Sullivan AEP - 304 304 M. Tanenbaum AEP 1,433 2,839 4,272 D. B. Synowiec I&M 993(b) 124 1,117 J. H. Vipperman APCo, I&M, OPCo 5,837(b)(d) 7,676 13,513 W. E. Walters I&M 5,655(b) 317 5,972 E. H. Wittkamper I&M 2,983(b) 315 3,298 All directors & executive officers of AEP as a group (15 persons) 146,369(c)(g) 136,756 283,125 All directors & executive officers of APCo as a group (7 persons) 136,498(d)(g) 135,169 271,667 All directors & executive officers of I&M as a group (13 persons) 151,301(d)(g) 128,632 279,933 All directors & executive officers of OPCo as a group (7 persons) 136,498(d)(g) 135,169 271,667 Notes on Stock Ownership (a) This column includes amounts deferred in stock units and held under the Stock Unit Accumulation Plan for Non-Employee Directors, Deferred Compensation and Stock Plan for Non-Employee Directors, Management Incentive Compensation Plan, Senior Officer Annual Incentive Compensation Plan and Performance Share Incentive Plan. Certain of these stock units are subject to forfeiture based on service as a director or length of employment. (b) Includes the following numbers of share equivalents held in the AEP Employees Savings Plan over which such persons have sole voting power, but the investment/disposition power is subject to the terms of the Savings Plan: AEP EMPLOYEES SAVINGS PLAN NAME (Share Equivalents) Mr. Boyd 1,524 Mr. Boyle 3,702 Mr. Clark 1,066 Mr. DeMaria 3,187 Dr. Draper 2,716 Mr. Fayne 3,838 Mr. Kobyra 2,380 Mr. Lhota 12,876 Mr. Maloney 3,436 Dr. Markowsky 5,074 Mr. Synowiec 993 Mr. Vipperman 5,142 Mr. Walters 5,655 Mr. Wittkamper 1,653 All directors and executive officers of AEP as a group 27,289 All directors and executive officers of APCo as a group 36,269 All directors and executive officers of I&M as a group 49,404 All directors and executive officers of OPCo as a group 36,269 (c) Does not include, for Messrs.. DeMaria, Lhota and Maloney, 85,231 shares in the American Electric Power System Educational Trust Fund over which Messrs. DeMaria, Lhota and Maloney 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. (d) Includes the following numbers of shares held in joint tenancy with a family member: Mr. DeMaria, 462; Mr. DesBarres, 5,000; Dr. Draper, 2,200; Mr. Fayne, 480; Mr. Kobyra, 808; Mr. Lhota, 2,180; Mr. Maloney, 2,367; Ms. Stuntz, 300; and Mr. Vipperman, 64 shares. (e) Includes the following numbers of shares held by family members over which beneficial ownership is disclaimed: Mr. DeMaria, 3,192; Mr. Hudson, 750; and Dr. Markowsky, 19. (f) Includes 1,500 shares over which Mr. Peyton shares voting and investment power which are held by trusts of which he is a trustee, but he disclaims beneficial ownership of 1,000 of such shares. (g) Represents less than 1% of the total number of shares outstanding. ___________ Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act and Section 17(a) of the 1935 Act require AEP's officers and directors to file initial reports of ownership and reports of changes in ownership of AEP Shares and other securities of AEP and its subsidiaries with the SEC and NYSE. Officers and directors are required by SEC regulations to furnish AEP copies of all reports they file. Based solely on AEP's review of the copies of such reports received and written representations from certain reporting persons, AEP notes that during 1997 Angus E. Peyton, a director, did not timely report the acquisition of 354 AEP Shares occurring in April 1997. He reported it in Feb ruary 1998. (c) CONTRACTS AND TRANSACTIONS WITH SYSTEM COMPANIES None (d) INDEBTEDNESS TO SYSTEM COMPANIES None (e) PARTICIPATION IN BONUS AND PROFIT SHARING ARRANGEMENTS AND OTHER BENEFITS Long-Term Incentive Plans Awards In 1997 Each of the awards set forth below establishes performance share unit targets, which represent units equivalent to shares of AEP Common Stock, pursuant to AEP's Performance Share Incentive Plan. Since it is not possible to predict future dividends and the price of AEP Shares, credits of performance share units in amounts equal to the dividends that would have been paid if the performance share unit targets were established in the form of shares of Common Stock are not included in the table. The ability to earn performance share unit targets is tied to achieving specified levels of total shareholder return ("TSR") relative to the S&P Electric Utility Index. Notwithstanding AEP's TSR ranking, no performance share unit targets are earned unless AEP shareholders realize a positive TSR over the relevant three-year performance period. The Human Resources Committee may, at its discretion, reduce the number of performance share unit targets otherwise earned. In accordance with the performance goals established for the periods set forth below, the threshold, target and maximum awards are equal to 25%, 100% and 200%, respectively, of the performance share unit targets. No payment will be made for performance below the threshold. Payments of earned awards are deferred in the form of restricted stock units (equivalent to shares of AEP Common Stock) until the officer has met the equivalent stock ownership target discussed in the Human Resources Committee Report. Once officers meet and maintain their respective targets, they may elect either to continue to defer or to receive further earned awards in cash and/or AEP Common Stock.
Estimated Future Payouts of Performance Performance Share Units Under Number of Period Until Non-Stock Price-Based Plan Performance Maturation Threshold Target Maximum Name Share Units or Payout (#) (#) (#) E. L. Draper, Jr. 7,111 1997-1999 1,778 7,111 14,222 P. J. DeMaria 3,327 1997-1999 832 3,327 6,654 G. P. Maloney 3,327 1997-1999 832 3,327 6,654 W. J. Lhota 3,068 1997-1999 767 3,068 6,136 J. J. Markowsky 2,809 1997-1999 702 2,809 5,618
Retirement Benefits The American Electric Power System Retirement Plan provides pensions for all employees of AEP System companies (except for employees covered by certain collective bargaining agreements), including the executive officers of AEP. The Retirement Plan is a noncontributory defined benefit plan. The following table shows the approximate annual annuities under the Retirement Plan that would be payable to employees in certain higher salary classifications, assuming retirement at age 65 after various periods of service.
Pension Plan Table Highest Average Years of Accredited Service Annual Earnings 15 20 25 30 35 40 45 $ 400,000 $ 93,660 $124,880 $156,100 $187,320 $218,500 $245,140 $271,740 500,000 117,660 156,880 196,100 235,320 274,540 307,790 341,040 600,000 141,660 188,880 236,100 283,320 330,540 370,440 410,340 700,000 165,660 220,880 276,100 331,320 386,540 433,090 479,640 900,000 213,660 284,880 356,100 427,320 498,540 558,390 618,240 1,100,000 261,660 348,880 436,100 523,320 610,540 683,390 756,840 1,300,000 309,660 412,880 516,100 619,320 722,540 808,990 895,440
The amounts shown in the table are the straight life annuities payable under the Retirement Plan without reduction for the joint and survivor annuity. Retirement benefits listed in the table are not subject to any deduction for Social Security or other offset amounts. The retirement annuity is reduced 3% per year in the case of retirement between ages 60 and 62 and further reduced 6% per year in the case of retirement between ages 55 and 60. If an employee retires after age 62, there is no reduction in the retirement annuity. AEP maintains a supplemental retirement plan which provides for the payment of benefits that are not payable under the Retirement Plan due primarily to limitations imposed by Federal tax law on benefits paid by qualified plans. The table includes supplemental retirement benefits. Compensation upon which retirement benefits are based, for the executive officers named in the Summary Compensation Table above, consists of the average of the 36 consecutive months of the officer's highest aggregate salary and Senior Officer Annual Incentive Compensation Plan (and predecessor Management Incentive Compensation Plan) awards, shown in the "Salary" and "Bonus" columns, respectively, of the Summary Compensation Table, out of the officer's most recent 10 years of service. As of December 31, 1997, the number of full years of service applicable for retirement benefit calculation purposes for such officers were as follows: Dr. Draper, five years; Mr. DeMaria, 38 years; Mr. Maloney, 42 years; Mr. Lhota, 33 years; and Dr. Markowsky, 26 years. Dr. Draper has a contract with AEP and AEP Service Corporation which provides him with a supplemental retirement annuity that credits him with 24 years of service in addition to his years of service credited under the Retirement Plan less his actual pension entitlement under the Retirement Plan and any pension entitlement from the Gulf States Utilities Company Trusteed Retirement Plan, a plan sponsored by his prior employer. Fourteen AEP System employees (including Messrs. DeMaria, Maloney and Lhota and Dr. Markowsky) whose pensions may be adversely affected by amendments to the Retirement Plan made as a result of the Tax Reform Act of 1986 are eligible for certain supplemental retirement benefits. Such payments, if any, will be equal to any reduction occurring because of such amendments. Assuming retirement in 1998 of the executive officers named in the Summary Compensation Table, only Messrs. DeMaria and Maloney would be affected and their annual supplemental benefit would be $491 and $3,847, respectively. AEP made available a voluntary deferred-compensation program in 1982 and 1986, which permitted certain members of AEP System management to defer receipt of a portion of their salaries. Under this program, a participant was able to defer up to 10% or 15% annually (depending on the terms of the program offered), over a four-year period, of his or her salary, and receive supplemental retirement or survivor benefit payments over a 15-year period. The amount of supplemental retirement payments received is dependent upon the amount deferred, age at the time the deferral election was made, and number of years until the participant retires. The following table sets forth, for the executive officers named in the Summary Compensation Table, the amounts of annual deferrals and, assuming payments commencing at age 65, annual supplemental retirement payments under the 1982 and 1986 programs. 1982 Program 1986 Program Annual Amount of Annual Amount of Annual Supplemental Annual Supplemental Amount Retirement Amount Retirement Deferred Payment Deferred Payment Name (4-Year Period) (15-Year Period) (4-Year Period) (15-Year Period) P. J. DeMaria $10,000 $52,000 $13,000 $53,300 G. P. Maloney 15,000 67,500 16,000 56,400 (f) RIGHTS TO INDEMNITY The directors and officers of AEP and its subsidiaries are insured, subject to certain exclusions, against losses resulting from any claim or claims made against them while acting in their capacities as directors and officers. The American Electric Power System companies are also insured, subject to certain exclusions and deductibles, to the extent that they have indemnified their directors and officers for any such losses. Such insurance is provided by Associated Electric & Gas Insurance Services, CNA, Energy Insurance Mutual, The Federal Insurance Company and Great American Insurance Company, effective January 1, 1998 through December 31, 1998, and pays up to an aggregate amount of $150,000,000 on any one claim and in any one policy year. The total annual premium for the five policies is $1,274,413. Fiduciary liability insurance provides coverage for American Electric Power System companies, their directors and officers, and any employee deemed to be a fiduciary or trustee, for breach of fiduciary responsibility, obligation, or duties as imposed under the Employee Retirement Income Security Act of 1974, as amended. This coverage, provided by The Federal Insurance Company Zurich Insurance Company and Executive Risk Indemnity, Inc., was renewed, effective July 1, 1997 through June 30, 2000, for a premium of $402,658. It provides $100,000,000 of aggregate coverage with a $500,000 deductible for each loss. ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS Expenditures, disbursements or payments during the year, in money, goods or services directly or indirectly to or for the account of: (1) Any political party, candidate for public office or holder of such office, or any committee or agent thereof. - NONE (2) Any citizens group or public relations counsel. Calendar Year 1997 Accounts Charged, Name of Company and Name if any, or Number of Recipients Per Books of or Beneficiaries Purpose Disbursing Company Amounts (in thousands) APCo Coalition for Energy and Economic Revitalization A 426 Other Income Deductions $70 I&M Climate Council A " " " 7 A = Defray Expenses
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Contracts for services, including engineering or construction services, or goods supplied or sold between System companies are as follows: Calendar Year 1997 Company Company In Effect Nature of Performing Receiving Date of On Dec. 31st Transactions Service Service Compensation Contract (Yes or No) (1) (2) (3) (4) (5) (6) (in thousands) Machine Shop Services APCo System Operating Companies $ 11,061 12/08/78 Yes Racine Hydro Service APCo OPCo 124 12/08/78 Yes Simulator Training Services APCo System Operating Companies 1,018 12/12/87 Yes Coal Mine Shutdown Costs BHCCo I&M (564) 1/01/82 Yes Coal Mine Shutdown Costs CeCCo APCo 4,519 12/01/76 Yes Coal Mine Shutdown Costs CACCo APCo 737 9/14/48 Yes Coal Washing CCPC CSPCo 9,831 11/05/84 Yes Coal COCCo OPCo 55,232 4/01/83 Yes Barging Transportation I&M System Operating Companies 24,427 5/01/86 Yes Coal Mine Shutdown Costs SACCo APCo 663 3/01/78 Yes Coal SOCCo OPCo 215,302 2/01/74 Yes Coal Mine Shutdown Costs SOCCo OPCo 3,190 10/01/72 Yes Coal WCCo OPCo 49,338 1/01/83 Yes Coal Transportation Simco CCPC 318 5/01/91 Yes Transactions between AEP System companies pursuant to the Affiliated Transactions Agreement dated December 31, 1996 are reported in Exhibit F of this U5S. ________________________ Part II. Contracts to purchase services or goods between any System company and (1) any affiliate company (other than a System company) or (2) any other company in which any officer or director of the System company, receiving service under the contract, is a partner or owns 5 percent or more of any class of equity securities. - NONE. Part III. Employment of any other person, by any System company, for the performance on a continuing basis, of management, supervisory or financial advisory services. - NONE.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Part I. (a) Nanyang General Light Electric Co., Ltd. (NGLE) was formed as a 70% owned subsidiary by AEP Resources, Inc. through its AEP Resources International, Ltd. and AEP Resources Project Management Company, Ltd. subsidiaries who own AEP Pushan Power, LDC, (Pushan) NGLE's 70% parent on November 14, 1996. NGLE is domiciled in the People's Republic of China and its business address is Dayuan Zhaun Village, Pushan Town, Nanyang City, People's Republic of China. At December 31, 1997, the Company had invested $60.8 million in the construction of a two unit generating facility. The total cost of the facility is estimated to be $190 million. In April 1997 AEP Resources, Inc. and New Century Energies, Inc. through an equally owned joint venture, Yorkshire Power Group Limited, acquired all of the outstanding shares of Yorkshire Electricity Group plc, (Yorkshire) an electric distribution company in the United Kingdom. The business address of Yorkshire is Wetherby Road, Scarcroft, Leeds LS14 3HS, Great Britain. Yorkshire is one of twelve regional electricity companies in England and Wales licensed to distribute, supply and, to a limited extent, generate electricity. Yorkshire's two principal businesses are the "distribution business" and the "supply business". Yorkshire's distribution business consists of the distribution of electricity to approximately two million residential, commercial and industrial customers in its franchise area. Yorkshire's supply business consists of the purchase and supply of electricity primarily to customers within the franchise area. Yorkshire owns, manages and operates the electricity distribution network within the franchise area. The primary activity of the distribution business is the receipt of electricity from the national grid transmission system and its distribution to end users connected to Yorkshire's distribution network. Since the distribution business is substantially a regulated monopoly, virtually all electricity supplied (whether by Yorkshire's supply business or by any other suppliers) to consumers within the franchise area is transported through Yorkshire's distribution network. Yorkshire also conducts ancillary business activities apart from the distribution and supply businesses that are not subject to price regulation, such as owning an interest in an off-shore gas field, supplying gas in the competitive market and holding interests in power generation. AEP Resources, Inc.'s 50% interest is recorded using the equity method of accounting. (b) NGLE has registered capital. Pushan owns 70% of the registered capital and 30% is owned by two unaffiliated companies. Pushan contributed $13,753,000 for its 70% interest through the end of 1997. AEP Resources Delaware, Inc., another AEP Resources, Inc. subsidiary, had loaned $27,764,000 to NGLE at December 31, 1997. AEP Resources, Inc. had contributed $362,983,000 to Yorkshire Power Group Limited for its 50% interest in Yorkshire through December 31, 1997. (c) NGLE's debt to common equity ratio was 2.1 to 1 at December 31, 1997. A net loss of $16,000 was recorded by NGLE for the year ended December 31, 1997. Yorkshire Power Group Limited's debt to common equity ratio was 1.3 to 1 at December 31, 1997. It reported a net loss of $151,237,000 including an extraordinary loss of $218,838,000 for the nine months ended December 31, 1997. (d) NGLE has a consulting services contract with AEP Resources Service Company where they will advise NGLE on construction, engineering, start up and personnel issues related to its generating facility which is under construction. NGLE will pay $1,000,000 under the contract. Part II. See Exhibit's H and I Part III. American Electric Power Company, Inc.'s aggregate investment in foreign utility companies is $404,744,000 which is 8.8% of its investment in domestic public utility subsidiary companies. American Electric Power Company, Inc. had no investment in EWG's at December 31, 1997. ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Section and FINANCIAL STATEMENTS Page No. Consent of Independent Public Accountants A-1 Consolidating Statements of Income B-1 to B-6 Consolidating Balance Sheets Assets B-7 to B-13 Capitalization and Liabilities B-14 to B-20 Consolidating Statements of Cash Flows B-21 to B-27 Consolidating Statements of Retained Earnings B-28 to B-34 Note to Consolidating Financial Statements C-1 Financial Statements of Subsidiaries Not Consolidated: CdOCo D-1 to D-3 IKEC D-4 to D-6 OVEC D-7 to D-10 Yorkshire Power Group D-11 to D-13 EXHIBITS Exhibit A E Exhibit B & C ** Exhibit D ** Exhibit E ** Exhibit F ** Exhibit G ** Exhibit H ** Exhibit I *** Exhibit 27 ** * Omitted pursuant to Securities and Exchange Commission Release No. 35-24295. ** These Exhibits are included only the in copy filed with the Securities and Exchange Commission. *** Filed confidentially pursuant to Rule 104(b) of the PUHCA. INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this American Electric Power Company, Inc. Annual Report (Form U5S) to the Securities and Exchange Commission, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 1997, of our reports dated February 24, 1998 on the consolidated financial statements of American Electric Power Company, Inc. and subsidiaries and of certain of its subsidiaries (AEP Generating Company, Appalachian Power Company and subsidiaries, Columbus Southern Power Company and subsidiaries, Indiana Michigan Power Company and subsidiaries, Kentucky Power Company, and Ohio Power Company and subsidiaries), incorporated by reference in the combined Annual Report (Form 10-K) to the Securities and Exchange Commission of American Electric Power Company, Inc. and its subsidiaries and of certain of its subsidiaries for the year ended December 31, 1997. /s/ Deloitte & Touche llp Deloitte & Touche llp Columbus, Ohio April 30, 1998 A-1
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands, except per share amount) JOURNAL ELIMINATIONS AEP ENTRY AND COMBINED APCo CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL AEP CONSOLIDATED ------------ ------- ------------- -------- ------- ------------- Operating Revenues $6,161,368 1,2,4,8 ($1,280,504) $7,441,872 $1,720,010 Equity of American Electric Power Company, Inc. in Earnings of Subsidiaries 3 (518,252) 518,252 $518,252 Total 6,161,368 (1,798,756) 7,960,124 518,252 1,720,010 Operating Expenses: Fuel 1,627,066 1,9 (576) 1,627,642 403,777 Purchased Power 416,266 1 (801,741) 1,218,007 403,009 Other Operation 1,227,368 1,2,4,8,9 (443,086) 1,670,454 5,506 246,785 Maintenance 483,268 4,8 (8,058) 491,326 112,873 Depreciation and Amortization 591,071 8,9 (4,008) 595,079 137,670 Taxes Other Than Federal Income Taxes 490,595 4,8,9 (20,166) 510,761 117 116,590 Federal Income Taxes 341,280 4,7,9 1,242 340,038 59,312 Total Operating Expenses 5,176,914 (1,276,393) 6,453,307 5,623 1,480,016 Operating Income (Loss) 984,454 (522,363) 1,506,817 512,629 239,994 Nonoperating Income (Loss): Other Nonoperating Income (Loss) 59,572 2-6,8,9 3,087 56,485 947 (222) Total Nonoperating Income (Loss) 59,572 3,087 56,485 947 (222) Income (Loss) Before Interest Charges and Preferred Dividends 1,044,026 (519,276) 1,563,302 513,576 239,772 Interest Charges (net) 405,815 9 1 405,814 2,615 119,258 Preferred Stock Dividend Requirements of Subsidiaries 17,831 17,831 7,006 Income Before Extraordinary Item 620,380 (519,277) 1,139,657 510,961 113,508 Extraordinary Loss - UK Windfall Tax 109,419 109,419 Net Income (Loss) $510,961 ($519,277) $1,030,238 $510,961 $113,508 Average Number of Shares Outstanding 189,039 Earnings Per Share $2.70 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands, except per share amount) CSPCo I&M OPCo CONSOLIDATED CONSOLIDATED KEPCo KGPCo CONSOLIDATED WPCo ------------ ------------- ---------- -------- ------------ -------- Operating Revenues $1,139,604 $1,391,917 $359,543 $79,922 $1,965,818 $85,297 Equity of American Electric Power Company, Inc. in Earnings of Subsidiaries Total 1,139,604 1,391,917 359,543 79,922 1,965,818 85,297 Operating Expenses: Fuel 180,086 226,402 77,051 642,135 Purchased Power 221,064 217,460 113,938 57,931 145,861 58,744 Other Operation 180,663 334,115 51,544 8,533 322,088 9,369 Maintenance 66,956 117,780 24,417 1,982 143,831 3,021 Depreciation and Amortization 106,469 152,683 26,474 2,582 140,807 2,774 Taxes Other Than Federal Income Taxes 117,519 64,945 9,397 3,937 168,480 5,599 Federal Income Taxes 71,720 70,744 9,866 825 126,223 1,362 Total Operating Expenses 944,477 1,184,129 312,687 75,790 1,689,425 80,869 Operating Income (Loss) 195,127 207,788 46,856 4,132 276,393 4,428 Nonoperating Income (Loss): Other Nonoperating Income (Loss) 3,137 4,415 (464) 594 14,822 (255) Total Nonoperating Income (Loss) 3,137 4,415 (464) 594 14,822 (255) Income (Loss) Before Interest Charges and Preferred Dividends 198,264 212,203 46,392 4,726 291,215 4,173 Interest Charges (net) 78,885 65,463 25,646 2,711 82,526 1,982 Preferred Stock Dividend Requirements of Subsidiaries 2,442 5,736 2,647 Income Before Extraordinary Item 116,937 141,004 20,746 2,015 206,042 2,191 Extraordinary Loss - UK Windfall Tax Net Income (Loss) $116,937 $141,004 $20,746 $2,015 $206,042 $2,191 Average Number of Shares Outstanding Earnings Per Share See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands, except per share amount) AEPR AEPC AEPRESCo AEGCo AEPINV CONSOL. AEPES AEPSC CONSOL. CCCo COpCo -------- -------- ------------------------ -------- ----------------- ------- Operating Revenues $0 $227,868 $0 $0 $0 $456,470 $0 $15,423 Equity of American Electric Power Company, Inc. in Earnings of Subsidiaries Total 0 227,868 0 0 0 456,470 0 $0 15,423 Operating Expenses: Fuel 98,191 Purchased Power 0 Other Operation 79,789 421,969 10,093 Maintenance 12,408 3,356 4,702 Depreciation and Amortization 21,614 4,006 Taxes Other Than Federal Income Taxes 3,542 19,744 891 Federal Income Taxes 3,284 (3,082) (216) Total Operating Expenses 0 218,828 0 0 0 445,993 0 0 15,470 Operating Income (Loss) 0 9,040 0 0 0 10,477 0 0 (47) Nonoperating Income (Loss): Other Nonoperating Income (Loss) 694 3,603 (34) 44,016 (8,646) (3,100) (3,069) 47 Total Nonoperating Income (Loss) 694 3,603 (34) 44,016 (8,646) (3,100) (3,069) 0 47 Income (Loss) Before Interest Charges and Preferred Dividends 694 12,643 (34) 44,016 (8,646) 7,377 (3,069) 0 0 Interest Charges (net) 19 3,857 14,891 347 7,377 237 Preferred Stock Dividend Requirements of Subsidiaries Income Before Extraordinary Item 675 8,786 (34) 29,125 (8,993) 0 (3,306) 0 0 Extraordinary Loss - UK Windfall Tax 109,419 Net Income (Loss) $675 $8,786 ($34) ($80,294) ($8,993) $0 ($3,306) $0 $0 Average Number of Shares Outstanding Earnings Per Share See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands, except per share amount) FRECo IFRI AEPPM ---------- ----- Operating Revenues Equity of American Electric Power Company, Inc. in Earnings of Subsidiaries Total $0 $0 $0 Operating Expenses: Fuel Purchased Power Other Operation Maintenance Depreciation and Amortization Taxes Other Than Federal Income Taxes Federal Income Taxes Total Operating Expenses 0 0 0 Operating Income (Loss) 0 0 0 Nonoperating Income (Loss): Other Nonoperating Income (Loss) Total Nonoperating Income (Loss) 0 0 0 Income (Loss) Before Interest Charges and Preferred Dividends 0 0 0 Interest Charges (net) Preferred Stock Dividend Requirements of Subsidiaries Income Before Extraordinary Item 0 0 0 Extraordinary Loss - UK Windfall Tax Net Income (Loss) $0 $0 $0 Average Number of Shares Outstanding Earnings Per Share See Note to Consolidating Financial Statements on Page C-1.
APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL APCo Operating Revenues $1,720,010 $0 $1,720,010 $1,720,010 Operating Expenses: Fuel 403,777 403,777 403,777 Purchased Power 403,009 403,009 403,009 Other Operation 246,785 246,785 246,785 Maintenance 112,873 112,873 112,873 Depreciation and Amortization 137,670 137,670 137,670 Taxes Other Than Federal Income Taxes 116,590 116,590 116,590 Federal Income Taxes 59,312 59,312 59,312 Total Operating Expenses 1,480,016 0 1,480,016 1,480,016 Operating Income 239,994 0 239,994 239,994 Nonoperating Income (Loss): Equity in Earnings of Subsidiary Companies 0 10 (1,140) 1,140 1,140 Other Nonoperating Income (Loss) (222) (222) (1,362) Total Nonoperating Income (Loss) (222) (1,140) 918 (222) Income (Loss) Before Interest Charges and Preferred Dividends 239,772 (1,140) 240,912 239,772 Interest Charges (net) 119,258 119,258 119,258 Preferred Stock Dividend Requirements 7,006 7,006 7,006 Earnings (Loss) Applicable to Common Stock $113,508 ($1,140) $114,648 $113,508 See Note to Consolidating Financial Statements on Page C-1.
APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands) CeCCo CACCo SACCo WVPCo Operating Revenues Operating Expenses: Fuel Purchased Power Other Operation Maintenance Depreciation and Amortization Taxes Other Than Federal Income Taxes Federal Income Taxes Total Operating Expenses $0 $0 $0 $0 Operating Income 0 0 0 0 Nonoperating Income (Loss): Equity in Earnings of Subsidiary Companies Other Nonoperating Income (Loss) 450 81 603 6 Total Nonoperating Income (Loss) 450 81 603 6 Income (Loss) Before Interest Charges and Preferred Dividends 450 81 603 6 Interest Charges (net) Preferred Stock Dividend Requirements Earnings (Loss) Applicable to Common Stock $450 $81 $603 $6 See Note to Consolidating Financial Statements on Page C-1.
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL CSPCo Operating Revenues $1,139,604 11 ($10,149) $1,149,753 $1,139,604 Operating Expenses: Fuel 180,086 11 (291) 180,377 180,377 Purchased Power 221,064 221,064 221,064 Other Operation 180,663 11 (7,974) 188,637 180,663 Maintenance 66,956 11 (1,463) 68,419 66,956 Depreciation and Amortization 106,469 11 (129) 106,598 106,469 Taxes Other Than Federal Income Taxes 117,519 11 (292) 117,811 117,518 Federal Income Taxes 71,720 0 71,720 71,611 Total Operating Expenses 944,477 (10,149) 954,626 944,658 Operating Income 195,127 0 195,127 194,946 Nonoperating Income (Loss): Equity in Earnings of Subsidiary Companies 0 12 (260) 260 260 Other Nonoperating Income (Loss) 3,137 3,137 3,058 Total Nonoperating Income (Loss) 3,137 (260) 3,397 3,318 Income Before Interest Charges and Preferred Dividends 198,264 (260) 198,524 198,264 Interest Charges (net) 78,885 78,885 78,885 Preferred Stock Dividend Requirements 2,442 2,442 2,442 Earnings Applicable to Common Stock $116,937 ($260) $117,197 $116,937 See Note to Consolidating Financial Statements on Page C-1.
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands) COLM CCPC Simco Operating Revenues $9,831 $318 Operating Expenses: Fuel Purchased Power Other Operation 7,970 4 Maintenance 1,463 Depreciation and Amortization 27 102 Taxes Other Than Federal Income Taxes 257 36 Federal Income Taxes 53 56 Total Operating Expenses $0 9,770 198 Operating Income 0 61 120 Nonoperating Income (Loss): Equity in Earnings of Subsidiary Companies Other Nonoperating Income (Loss) 70 9 0 Total Nonoperating Income (Loss) 70 9 0 Income Before Interest Charges and Preferred Dividends 70 70 120 Interest Charges (net) Preferred Stock Dividend Requirements Earnings Applicable to Common Stock $70 $70 $120 See Note to Consolidating Financial Statements on Page C-1.
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED CONSOLIDATED NUMBER ADJUSTMENTS TOTAL I&M Operating Revenues $1,391,917 $1,391,917 $1,391,917 Operating Expenses: Fuel 226,402 226,402 226,402 Purchased Power 217,460 217,460 217,460 Other Operation 334,115 334,115 334,115 Maintenance 117,780 117,780 117,780 Depreciation and Amortization 152,683 152,683 152,683 Taxes Other Than Federal Income Taxes 64,945 64,945 64,945 Federal Income Taxes 70,744 70,744 70,744 Total Operating Expenses 1,184,129 1,184,129 1,184,129 Operating Income 207,788 207,788 207,788 Nonoperating Income: Equity in Earnings of Subsidiary Companies 0 13 ($726) 726 726 Other Nonoperating Income 4,415 4,415 3,689 Total Nonoperating Income 4,415 (726) 5,141 4,415 Income Before Interest Charges and Preferred Dividends 212,203 (726) 212,929 212,203 Interest Charges (net) 65,463 65,463 65,463 Preferred Stock Dividend Requirements 5,736 5,736 5,736 Earnings Applicable to Common Stock $141,004 ($726) $141,730 $141,004 See Note to Consolidating Financial Statements on Page C-1.
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands) BHCCo PRCCo Operating Revenues Operating Expenses: Fuel Purchased Power Other Operation Maintenance Depreciation and Amortization Taxes Other Than Federal Income Taxes Federal Income Taxes Total Operating Expenses $0 $0 Operating Income 0 0 Nonoperating Income: Equity in Earnings of Subsidiary Companies Other Nonoperating Income 726 Total Nonoperating Income 726 0 Income Before Interest Charges and Preferred Dividends 726 0 Interest Charges (net) Preferred Stock Dividend Requirements Earnings Applicable to Common Stock $726 $0 See Note to Consolidating Financial Statements on Page C-1.
OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS OPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPCo Operating Revenues $1,965,818 14,15,16,20 ($362,117) $2,327,935 $1,975,291 Operating Expenses: Fuel 642,135 14,15,16,19 (24,746) 666,881 666,881 Purchased Power 145,861 145,861 145,861 Other Operation 322,088 14 (215,240) 537,328 322,089 Maintenance 143,831 14 (69,806) 213,637 143,831 Depreciation and Amortization 140,807 14 (31,379) 172,186 140,807 Taxes Other Than Federal Income Taxes 168,480 14 (23,406) 191,886 168,480 Federal Income Taxes 126,223 18,20 15 126,208 119,186 Total Operating Expenses 1,689,425 (364,562) 2,053,987 1,707,135 Operating Income 276,393 2,445 273,948 268,156 Nonoperating Income: Equity in Earnings of Subsidiary Companies 0 17 (5,455) 5,455 5,455 Other Nonoperating Income (Loss) 14,822 18,19,20 (2,480) 17,302 13,352 Total Nonoperating Income 14,822 (7,935) 22,757 18,807 Income Before Interest Charges and Preferred Dividends 291,215 (5,490) 296,705 286,963 Interest Charges (net) 82,526 18 (35) 82,561 78,274 Preferred Stock Dividend Requirements 2,647 2,647 2,647 Earnings Applicable to Common Stock $206,042 ($5,455) $211,497 $206,042 See Note to Consolidating Financial Statements on Page C-1.
OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1997 (in thousands) COCCo SOCCo WCCo Operating Revenues $66,279 $217,810 $68,555 Operating Expenses: Fuel Purchased Power Other Operation 53,598 121,304 40,337 Maintenance 10,097 43,705 16,004 Depreciation and Amortization 3,771 23,167 4,441 Taxes Other Than Federal Income Taxes 3,080 14,135 6,191 Federal Income Taxes (388) 6,779 631 Total Operating Expenses 70,158 209,090 67,604 Operating Income (3,879) 8,720 951 Nonoperating Income: Equity in Earnings of Subsidiary Companies Other Nonoperating Income (Loss) 3,879 (152) 223 Total Nonoperating Income 3,879 (152) 223 Income Before Interest Charges and Preferred Dividends 0 8,568 1,174 Interest Charges (net) 4,273 14 Preferred Stock Dividend Requirements Earnings Applicable to Common Stock $0 $4,295 $1,160 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (in thousands) JOURNAL ELIMINATIONS AEP ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL AEP ASSETS Electric Utility Plant: Production $9,493,158 $9,493,158 Transmission 3,501,580 $3,501,580 Distribution 4,654,234 $4,654,234 General(including mining assets and nuclear fuel) 1,604,671 $1,604,671 Construction Work In Progress 342,842 $342,842 Total Electric Utility Plant 19,596,485 0 $19,596,485 $0 Accumulated Depreciation and Amortization (7,963,636) 5 (1) ($7,963,635) Net Electric Utility Plant 11,632,849 (1) $11,632,850 0 Other Property and Investments 1,358,810 1,6 (4,674,256) $6,033,066 4,714,324 Current Assets: Cash and Cash Equivalents 91,481 2,5 442 $91,039 644 Accounts Receivable: Customers 559,203 5 1 $559,202 Affiliated Companies 0 2 (230,150) $230,150 446 Miscellaneous 115,075 2,5 12,777 $102,298 7 Allowance for Uncollectible Accounts (6,760) 5 (1) ($6,759) Fuel - at average cost 224,967 $224,967 Materials and Supplies - at average cost 263,613 5 1 $263,612 Accrued Utility Revenues 189,191 5 (1) $189,192 Prepayments and Other 81,366 5 (1) $81,367 68 Total Current Assets 1,518,136 (216,932) 1,735,068 1,165 Regulatory Assets 1,817,540 3 7,178 $1,810,362 (50) Deferred Charges 288,011 2,4,5 (3,209) $291,220 23,785 Total $16,615,346 ($4,887,220) $21,502,566 $4,739,224 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (in thousands) APCo CSPCo I&M CONSOLIDATED CONSOLIDATED CONSOLIDATED KEPCo KGPCo ASSETS Electric Utility Plant: Production $1,942,325 $1,521,381 $2,545,484 $249,184 Transmission 1,079,919 336,446 908,736 303,456 $12,996 Distribution 1,583,161 926,178 737,902 350,793 65,255 General(including mining assets and nuclear fuel) 207,380 138,041 233,888 71,462 4,684 Construction Work In Progress 88,261 54,064 88,487 32,060 1,456 Total Electric Utility Plant 4,901,046 2,976,110 4,514,497 1,006,955 84,391 Accumulated Depreciation and Amortization (1,869,057) (1,074,588) (1,973,937) (296,318) (27,824) Net Electric Utility Plant 3,031,989 1,901,522 2,540,560 710,637 56,567 Other Property and Investments 35,467 33,653 722,618 6,591 288 Current Assets: Cash and Cash Equivalents 6,947 12,626 5,860 1,381 763 Accounts Receivable: Customers 129,924 87,357 107,087 24,127 5,803 Affiliated Companies 24,502 12,317 15,662 1,722 10,274 Miscellaneous 10,231 12,353 14,561 3,276 1,267 Allowance for Uncollectible Accounts (1,333) (1,058) (1,188) (525) (72) Fuel - at average cost 47,901 19,549 17,182 10,685 Materials and Supplies - at average cost 57,359 27,628 78,701 14,054 547 Accrued Utility Revenues 51,208 51,765 30,521 12,981 3,793 Prepayments and Other 6,037 29,979 4,685 1,538 1,058 Total Current Assets 332,776 252,516 273,071 69,239 23,433 Regulatory Assets 441,223 359,481 400,489 90,045 5,598 Deferred Charges 41,975 66,688 31,060 10,159 3 Total $3,883,430 $2,613,860 $3,967,798 $886,671 $85,889 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (in thousands) OPCo AEPR CONSOLIDATED WPCo AEPRESC AEGCo AEPINV CONSOLIDATED ASSETS Electric Utility Plant: Production $2,606,981 $627,803 Transmission 837,953 $22,074 Distribution 927,239 63,706 General (including mining assets and nuclear fuel) 709,475 7,450 3,137 Construction Work In Progress 74,149 1,855 2,510 Total Electric Utility Plant 5,155,797 95,085 $0 633,450 $0 $0 Accumulated Depreciation and Amortization (2,349,995) (37,355) (257,191) Net Electric Utility Plant 2,805,802 57,730 0 376,259 0 0 Other Property and Investments 113,925 2,951 25 6 1,904 350,364 Current Assets: Cash and Cash Equivalents 44,203 197 8,757 237 90 6,753 Accounts Receivable: Customers 196,982 7,922 Affiliated Companies 55,597 792 178 20,370 Miscellaneous 43,594 644 650 340 52 Allowance for Uncollectible Accounts (2,501) (82) Fuel - at average cost 119,543 10,107 Materials and Supplies - at average cost 80,853 148 4,246 Accrued Utility Revenues 37,586 1,338 Prepayments and Other 36,611 213 12 368 264 Total Current Assets 612,468 11,172 9,597 35,668 90 7,069 Regulatory Assets 523,891 13,955 (25,736) Deferred Charges 107,116 1,568 46 1,486 37 Total $4,163,202 $87,376 $9,668 $387,683 $1,994 $357,470 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (in thousands) AEPC AEPES AEPSC CONSOL. CCCo COpCo FRECo IFRI AEPPM ASSETS Electric Utility Plant: Production Transmission Distribution General (including mining assets and nuclear fuel) $229,154 Construction Work In Progress Total Electric Utility Plant $0 229,154 $0 $0 $0 $0 $0 $0 Accumulated Depreciation and Amortization (77,370) Net Electric Utility Plant 0 151,784 0 0 0 0 0 0 Other Property and Investments 40,741 9,507 701 1 Current Assets: Cash and Cash Equivalents 830 725 109 122 769 25 1 Accounts Receivable: Customers Affiliated Companies 85,841 212 2,233 4 Miscellaneous 10,820 3,471 1,016 16 Allowance for Uncollectible Accounts Fuel - at average cost Materials and Supplies - at average cost 76 Accrued Utility Revenues Prepayments and Other 514 2 2 16 Total Current Assets 11,650 90,551 1,203 352 3,018 29 1 0 Regulatory Assets 1,366 (77) 177 Deferred Charges 112 7,180 5 0 Total $11,762 $291,622 $10,710 $976 $3,195 $30 $6 $0 See Note to Consolidating Financial Statements on Page C-1.
APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL APCo ASSETS Electric Utility Plant: Production $1,942,325 $1,942,325 $1,942,325 Transmission 1,079,919 1,079,919 1,079,919 Distribution 1,583,161 1,583,161 1,583,161 General 207,380 207,380 207,380 Construction Work In Progress 88,261 88,261 88,261 Total Electric Utility Plant 4,901,046 $0 4,901,046 4,901,046 Accumulated Depreciation and Amortization (1,869,057) (1,869,057) (1,869,057) Net Electric Utility Plant 3,031,989 0 3,031,989 3,031,989 Other Property and Investments 35,467 7 (10,260) 45,727 39,455 Current Assets: Cash and Cash Equivalents 6,947 6,947 5,703 Accounts Receivable: Customers 129,924 129,924 129,924 Affiliated Companies 24,502 8 (10,794) 35,296 24,461 Miscellaneous 10,231 10,231 9,148 Allowance for Uncollectible Accounts (1,333) (1,333) (1,333) Fuel - at average cost 47,901 47,901 47,901 Materials and Supplies - at average cost 57,359 57,359 57,359 Accrued Utility Revenues 51,208 51,208 51,208 Prepayments and Other 6,037 9 1 6,036 5,433 Total Current Assets 332,776 (10,793) 343,569 329,804 Regulatory Assets 441,223 441,223 442,260 Deferred Charges 41,975 8 (306) 42,281 42,279 Total $3,883,430 ($21,359) $3,904,789 $3,885,787 See Note to Consolidating Financial Statements on Page C-1.
APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) CeCCo CACCo SACCo WVPCo ASSETS Electric Utility Plant: Production Transmission Distribution General Construction Work In Progress Total Electric Utility Plant $0 $0 $0 $0 Accumulated Depreciation and Amortization Net Electric Utility Plant 0 0 0 0 Other Property and Investments 516 0 5,746 10 Current Assets: Cash and Cash Equivalents 377 51 589 227 Accounts Receivable: Customers Affiliated Companies 7,627 2,473 735 Miscellaneous 318 141 623 1 Allowance for Uncollectible Accounts Fuel - at average cost Materials and Supplies - at average cost Accrued Utility Revenues Prepayments and Other 603 Total Current Assets 8,925 2,665 1,947 228 Regulatory Assets (637) (291) (109) Deferred Charges 1 1 0 0 Total $8,805 $2,375 $7,584 $238 See Note to Consolidating Financial Statements on Page C-1.
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL ASSETS Electric Utility Plant: Production $1,521,381 $1,521,381 Transmission 336,446 336,446 Distribution 926,178 926,178 General 138,041 138,041 Construction Work In Progress 54,064 54,064 Total Electric Utility Plant 2,976,110 $0 2,976,110 Accumulated Depreciation (1,074,588) (1,074,588) Net Electric Utility Plant 1,901,522 0 1,901,522 Other Property and Investments 33,653 10,12 (4,567) 38,220 Current Assets: Cash and Cash Equivalents 12,626 12,626 Accounts Receivable: Customers 87,357 87,357 Affiliated Companies 12,317 11 (2,833) 15,150 Miscellaneous 12,353 12,353 Allowance for Uncollectible Accounts (1,058) (1,058) Fuel - at average cost 19,549 19,549 Materials and Supplies - at average cost 27,628 27,628 Accrued Utility Revenues 51,765 51,765 Prepayments and Other 29,979 29,979 Total Current Assets 252,516 (2,833) 255,349 Regulatory Assets 359,481 359,481 Deferred Charges 66,688 11,12 (11) 66,699 Total $2,613,860 ($7,411) $2,621,271 See Note to Consolidating Financial Statements on Page C-1.
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) CSPCo COLM CCPC Simco ASSETS Electric Utility Plant: Production $1,521,381 Transmission 336,446 Distribution 926,178 General 135,538 $785 $1,718 Construction Work In Progress 54,064 Total Electric Utility Plant 2,973,607 $0 785 1,718 Accumulated Depreciation (1,072,951) (475) (1,162) Net Electric Utility Plant 1,900,656 0 310 556 Other Property and Investments 35,598 2,546 76 Current Assets: Cash and Cash Equivalents 12,091 270 42 223 Accounts Receivable: Customers 87,357 Affiliated Companies 12,300 2,823 27 Miscellaneous 12,293 23 29 8 Allowance for Uncollectible Accounts (1,058) Fuel - at average cost 19,549 Materials and Supplies - at average cost 26,818 810 Accrued Utility Revenues 51,765 Prepayments and Other 29,968 (5) 17 (1) Total Current Assets 251,083 288 3,721 257 Regulatory Assets 359,183 298 Deferred Charges 66,665 (23) 59 (2) Total $2,613,185 $2,811 $4,464 $811 See Note to Consolidating Financial Statements on Page C-1.
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL ASSETS Electric Utility Plant: Production $2,545,484 $2,545,484 Transmission 908,736 908,736 Distribution 737,902 737,902 General (including nuclear fuel) 233,888 233,888 Construction Work In Progress 88,487 88,487 Total Electric Utility Plant 4,514,497 $0 4,514,497 Accumulated Depreciation and Amortization (1,973,937) (1,973,937) Net Electric Utility Plant 2,540,560 0 2,540,560 Other Property and Investments 722,618 13 (76,533) 799,151 Current Assets: Cash and Cash Equivalents 5,860 5,860 Accounts Receivable: Customers 107,087 107,087 Affiliated Companies 15,662 14 577 15,085 Miscellaneous 14,561 14,561 Allowance for Uncollectible Accounts (1,188) (1,188) Fuel - at average cost 17,182 17,182 Materials and Supplies - at average cost 78,701 78,701 Accrued Utility Revenues 30,521 30,521 Prepayments and Other 4,685 4,685 Total Current Assets 273,071 577 272,494 Regulatory Assets 400,489 400,489 Deferred Charges 31,060 14 (1,966) 33,026 Total $3,967,798 ($77,922) $4,045,720 See Note to Consolidating Financial Statements on Page C-1.
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) I&M BHCCo PRCCo ASSETS Electric Utility Plant: Production $2,545,484 Transmission 908,736 Distribution 737,902 General (including nuclear fuel) 233,888 Construction Work In Progress 88,487 Total Electric Utility Plant 4,514,497 $0 $0 Accumulated Depreciation and Amortization (1,973,937) Net Electric Utility Plant 2,540,560 0 0 Other Property and Investments 727,652 71,499 Current Assets: Cash and Cash Equivalents 5,242 618 Accounts Receivable: Customers 107,087 Affiliated Companies 14,938 120 27 Miscellaneous 5,393 9,168 Allowance for Uncollectible Accounts (1,188) Fuel - at average cost 17,182 Materials and Supplies - at average cost 78,701 Accrued Utility Revenues 30,521 Prepayments and Other 4,614 71 Total Current Assets 262,490 9,977 27 Regulatory Assets 395,642 4,847 Deferred Charges 33,025 1 Total $3,959,369 $86,324 $27 See Note to Consolidating Financial Statements on Page C-1.
OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) JOURNAL ELIMINATIONS OPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL ASSETS Electric Utility Plant: Production $2,606,981 $2,606,981 Transmission 837,953 837,953 Distribution 927,239 927,239 General (including mining assets) 709,475 18 $1 709,474 Construction Work In Progress 74,149 18 1 74,148 Total Electric Utility Plant 5,155,797 2 5,155,795 Accumulated Depreciation and Amortization (2,349,995) 18 (1) (2,349,994) Net Electric Utility Plant 2,805,802 1 2,805,801 Other Property and Investments 113,925 15,18 (77,216) 191,141 Current Assets: Cash and Cash Equivalents 44,203 18 (1) 44,204 Accounts Receivable: Customers 196,982 196,982 Affiliated Companies 55,597 16 (18,969) 74,566 Miscellaneous 43,594 18 1 43,593 Allowance for Uncollectible Accounts (2,501) (2,501) Fuel - at average cost 119,543 119,543 Materials and Supplies - at average cost 80,853 18 (1) 80,854 Accrued Utility Revenues 37,586 18 1 37,585 Prepayments and Other 36,611 36,611 Total Current Assets 612,468 (18,969) 631,437 Regulatory Assets 523,891 523,891 Deferred Charges 107,116 16,17,18 (1,892) 109,008 Total $4,163,202 ($98,076) $4,261,278 See Note to Consolidating Financial Statements on Page C-1.
OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) OPCo COCCo SOCCo WCCo ASSETS Electric Utility Plant: Production $2,606,981 Transmission 837,953 Distribution 927,239 General (including mining assets) 199,420 $64,304 $384,417 $61,333 Construction Work In Progress 72,145 1,978 25 Total Electric Utility Plant 4,643,738 64,304 386,395 61,358 Accumulated Depreciation and Amortization (2,044,489) (50,673) (219,510) (35,322) Net Electric Utility Plant 2,599,249 13,631 166,885 26,036 Other Property and Investments 129,283 1,059 60,781 18 Current Assets: Cash and Cash Equivalents 4,752 14,335 16,657 8,460 Accounts Receivable: Customers 196,982 Affiliated Companies 49,735 8,013 9,919 6,899 Miscellaneous 18,111 1,724 22,805 953 Allowance for Uncollectible Accounts (2,501) Fuel - at average cost 117,848 28 1,523 144 Materials and Supplies - at average cost 57,683 7,004 11,664 4,503 Accrued Utility Revenues 37,585 Prepayments and Other 35,487 448 432 244 Total Current Assets 515,682 31,552 63,000 21,203 Regulatory Assets 478,138 474 48,630 (3,351) Deferred Charges 102,880 299 5,476 353 Total $3,825,232 $47,015 $344,772 $44,259 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (in thousands) JOURNAL ELIMINATIONS AEP ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL AEP CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $1,293,435 1 ($738,724) $2,032,159 $1,293,435 Paid-in Capital 1,778,782 1 (2,732,787) 4,511,569 1,778,782 Retained Earnings 1,605,017 1,3 (1,194,202) 2,799,219 1,605,017 Total Common Shareholders' Equity 4,677,234 (4,665,713) 9,342,947 4,677,234 Cumulative Preferred Stocks of Subsidiaries: Not Subject to Mandatory Redemption 46,724 46,724 Subject to Mandatory Redemption 127,605 127,605 Long-term Debt 5,129,463 1,5 (1,101) 5,130,564 Total Capitalization 9,981,026 (4,666,814) 14,647,840 4,677,234 Other Noncurrent Liabilities 1,246,537 4 (9,857) 1,256,394 Current Liabilities: Long-term Debt Due Within One Year 294,454 294,454 Short-term Debt 555,075 555,075 53,700 Accounts Payable: General 353,256 2 9,094 344,162 7,400 Affiliated Companies 0 2 (218,439) 218,439 562 Taxes Accrued 380,771 380,771 Interest Accrued 76,361 5 1 76,360 56 Obligations Under Capital Leases 101,089 5 (1) 101,090 Other 322,687 2,5 (937) 323,624 312 Total Current Liabilities 2,083,693 (210,282) 2,293,975 62,030 Deferred Income Taxes 2,560,921 3,5 7,177 2,553,744 (50) Deferred Investment Tax Credits 376,250 3 (13,333) 389,583 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 231,320 231,320 Deferred Credits 135,599 5,6 5,889 129,710 10 Total $16,615,346 ($4,887,220) $21,502,566 $4,739,224 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (in thousands) APCo CSPCo I&M CONSOLIDATED CONSOLIDATED CONSOLIDATED KEPCo KGPCo CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $260,458 $41,026 56,584 $50,450 $4,100 Paid-in Capital 613,048 572,112 732,472 128,750 10,800 Retained Earnings 207,544 138,172 278,814 78,076 7,367 Total Common Shareholders' Equity 1,081,050 751,310 1,067,870 257,276 22,267 Cumulative Preferred Stocks of Subsidiaries: Not Subject to Mandatory Redemption 19,747 9,435 Subject to Mandatory Redemption 22,310 25,000 68,445 Long-term Debt 1,415,026 887,850 1,014,237 341,051 25,000 Total Capitalization 2,538,133 1,664,160 2,159,987 598,327 47,267 Other Noncurrent Liabilities 137,371 42,271 613,683 26,693 12,186 Current Liabilities: Long-term Debt Due Within One Year 79,509 81,750 35,000 Short-term Debt 130,300 66,600 119,600 36,500 5,600 Accounts Payable: General 52,683 43,199 36,729 13,842 494 Affiliated Companies 44,133 28,088 48,802 10,732 6,328 Taxes Accrued 41,549 131,107 29,713 6,130 1,215 Interest Accrued 20,949 14,198 15,741 6,015 734 Obligations Under Capital Leases 11,559 5,939 34,033 3,719 265 Other 73,548 22,680 63,250 14,876 2,090 Total Current Liabilities 454,230 393,561 382,868 91,814 16,726 Deferred Income Taxes 658,655 433,593 559,708 153,945 8,506 Deferred Investment Tax Credits 67,496 52,934 138,045 15,615 1,027 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 92,419 Deferred Credits 27,545 27,341 21,088 277 177 Total $3,883,430 $2,613,860 $3,967,798 $886,671 $85,889 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (in thousands) OPCo AEPR CONSOLIDATED WPCo AEPRESC AEGCo AEPINV CONSOLIDATED CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $321,201 $2,428 $110 $1,000 Paid-in Capital 462,296 13,596 3,890 39,235 $15,459 $127,086 Retained Earnings 590,151 5,924 (2,436) 2,528 (8,868) (87,759) Total Common Shareholders' Equity 1,373,648 21,948 1,564 42,763 6,591 39,327 Cumulative Preferred Stocks of Subsidiaries: Not Subject to Mandatory Redemption 17,542 Subject to Mandatory Redemption 11,850 Long-term Debt 1,012,031 26,000 69,570 283,699 Total Capitalization 2,415,071 47,948 1,564 112,333 6,591 323,026 Other Noncurrent Liabilities 295,375 6,353 15 1,259 4,129 Current Liabilities: Long-term Debt Due Within One Year 83,195 Short-term Debt 78,700 5,975 11,750 33,100 Accounts Payable: General 146,824 340 947 6,232 15 Affiliated Companies 37,923 5,804 426 3,472 2 1,725 Taxes Accrued 160,055 2,070 800 3,420 1 2,999 Interest Accrued 16,255 599 461 980 Obligations Under Capital Leases 30,307 597 560 Other 94,338 1,236 154 8,150 263 Total Current Liabilities 647,597 16,621 2,327 34,045 3 39,082 Deferred Income Taxes 723,172 15,668 (134) 31,129 (4,600) (14,002) Deferred Investment Tax Credits 42,821 575 70,016 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 138,901 Deferred Credits 39,166 211 5,896 5,235 Total $4,163,202 $87,376 $9,668 $387,683 $1,994 $357,470 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (in thousands) AEPC AEPES AEPSC CONSOL. CCCo COpCo FRECo IFRI AEPPM CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $1,350 $3 $3 $10 $1 Paid-in Capital $2,225 $10,610 1,205 3 Retained Earnings (11,974) (3,530) 173 20 Total Common Shareholders' Equity (9,749) 1,350 7,080 1,208 179 30 1 0 Cumulative Preferred Stocks of Subsidiaries: Not Subject to Mandatory Redemption Subject to Mandatory Redemption Long-term Debt 56,100 Total Capitalization (9,749) 57,450 7,080 1,208 179 30 1 0 Other Noncurrent Liabilities 114,134 179 2,746 Current Liabilities: Long-term Debt Due Within One Year 15,000 Short-term Debt 10,500 2,750 Accounts Payable: General 9,946 24,559 609 343 Affiliated Companies 1,394 28,316 478 68 181 5 Taxes Accrued (169) 1,802 323 (7) (237) Interest Accrued 2 370 Obligations Under Capital Leases 14,111 Other 40,630 26 2,071 Total Current Liabilities 21,673 124,788 4,160 87 2,358 0 5 0 Deferred Income Taxes (162) (8,536) (530) (530) (2,088) Deferred Investment Tax Credits 1,054 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 Deferred Credits 2,732 32 Total $11,762 $291,622 $10,710 $976 $3,195 $30 $6 $0 See Note to Consolidating Financial Statements on Page C-1.
APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL APCo CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $260,458 7 ($210) $260,668 $260,458 Paid-in Capital 613,048 7 (16,713) 629,761 613,048 Retained Earnings 207,544 7 6,663 200,881 207,544 Total Common Shareholder's Equity 1,081,050 (10,260) 1,091,310 1,081,050 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 19,747 19,747 19,747 Subject to Mandatory Redemption 22,310 22,310 22,310 Long-term Debt 1,415,026 1,415,026 1,415,026 Total Capitalization 2,538,133 (10,260) 2,548,393 2,538,133 Other Noncurrent Liabilities 137,371 137,371 126,880 Current Liabilities: Long-term Debt Due Within One Year 79,509 79,509 79,509 Short-term Debt 130,300 130,300 130,300 Accounts Payable: General 52,683 52,683 52,465 Affiliated Companies 44,133 8 (11,100) 55,233 53,608 Taxes Accrued 41,549 41,549 41,470 Interest Accrued 20,949 20,949 20,949 Obligations Under Capital Leases 11,559 11,559 11,559 Other 73,548 9 1 73,547 72,796 Total Current Liabilities 454,230 (11,099) 465,329 462,656 Deferred Income Taxes 658,655 658,655 666,520 Deferred Investment Tax Credits 67,496 67,496 67,496 Deferred Credits 27,545 27,545 24,102 Total $3,883,430 ($21,359) $3,904,789 $3,885,787 See Note to Consolidating Financial Statements on Page C-1.
APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) CeCCo CACCo SACCo WVPCo CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $200 $3 $7 Paid-in Capital 5,168 450 10,900 $195 Retained Earnings (3,573) (204) (2,931) 45 Total Common Shareholder's Equity 1,795 249 7,976 240 Cumulative Preferred Stock: Not Subject to Mandatory Redemption Subject to Mandatory Redemption Long-term Debt Total Capitalization 1,795 249 7,976 240 Other Noncurrent Liabilities 6,956 2,847 688 Current Liabilities: Long-term Debt Due Within One Year Short-term Debt Accounts Payable: General 218 Affiliated Companies 1,180 187 258 Taxes Accrued 56 17 8 (2) Interest Accrued Obligations Under Capital Leases Other 415 273 63 Total Current Liabilities 1,869 477 329 (2) Deferred Income Taxes (3,693) (1,221) (2,951) Deferred Investment Tax Credits Deferred Credits 1,878 23 1,542 Total $8,805 $2,375 $7,584 $238 See Note to Consolidating Financial Statements on Page C-1.
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $41,026 10 ($1,609) $42,635 Paid-in Capital 572,112 10 (770) 572,882 Retained Earnings 138,172 10 (2,187) 140,359 Total Common Shareholder's Equity 751,310 (4,566) 755,876 Cumulative Preferred Stock - Subject to Mandatory Redemption 25,000 25,000 Long-term Debt 887,850 887,850 Total Capitalization 1,664,160 (4,566) 1,668,726 Other Noncurrent Liabilities 42,271 42,271 Current Liabilities: Long-term Debt Due Within One Year 81,750 81,750 Short-term Debt 66,600 66,600 Accounts Payable: General 43,199 43,199 Affiliated Companies 28,088 11,12 (2,817) 30,905 Taxes Accrued 131,107 12 1 131,106 Interest Accrued 14,198 14,198 Obligations Under Capital Leases 5,939 5,939 Other 22,680 11 (27) 22,707 Total Current Liabilities 393,561 (2,843) 396,404 Deferred Income Taxes 433,593 12 (1) 433,594 Deferred Investment Tax Credits 52,934 52,934 Deferred Credits 27,341 12 (1) 27,342 Total $2,613,860 ($7,411) $2,621,271 See Note to Consolidating Financial Statements on Page C-1.
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) CSPCo COLM CCPC Simco CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $41,026 $1,500 $100 $9 Paid-in Capital 572,112 30 400 340 Retained Earnings 138,172 1,225 820 142 Total Common Shareholder's Equity 751,310 2,755 1,320 491 Cumulative Preferred Stock - Subject to Mandatory Redemption 25,000 Long-term Debt 887,850 Total Capitalization 1,664,160 2,755 1,320 491 Other Noncurrent Liabilities 41,115 1,156 Current Liabilities: Long-term Debt Due Within One Year 81,750 Short-term Debt 66,600 Accounts Payable: General 42,966 233 Affiliated Companies 30,699 26 154 26 Taxes Accrued 131,055 4 49 (2) Interest Accrued 14,198 Obligations Under Capital Leases 5,878 61 Other 21,459 1,248 Total Current Liabilities 394,605 30 1,745 24 Deferred Income Taxes 434,191 (704) 107 Deferred Investment Tax Credits 52,895 39 Deferred Credits 26,219 26 947 150 Total $2,613,185 $2,811 $4,464 $811 See Note to Consolidating Financial Statements on Page C-1.
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $56,584 13 ($39,548) $96,132 Paid-in Capital 732,472 13 (1,303) 733,775 Retained Earnings 278,814 13 (14,982) 293,796 Total Common Shareholder's Equity 1,067,870 (55,833) 1,123,703 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 9,435 9,435 Subject to Mandatory Redemption 68,445 68,445 Long-term Debt 1,014,237 13 (20,700) 1,034,937 Total Capitalization 2,159,987 (76,533) 2,236,520 Other Noncurrent Liabilities 613,683 613,683 Current Liabilities: Long-term Debt Due Within One Year 35,000 35,000 Short-term Debt 119,600 119,600 Accounts Payable: General 36,729 36,729 Affiliated Companies 48,802 14 (1,362) 50,164 Taxes Accrued 29,713 29,713 Interest Accrued 15,741 15,741 Obligations Under Capital Leases 34,033 34,033 Other 63,250 63,250 Total Current Liabilities 382,868 (1,362) 384,230 Deferred Income Taxes 559,708 559,708 Deferred Investment Tax Credits 138,045 138,045 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 92,419 92,419 Deferred Credits 21,088 14 (27) 21,115 Total $3,967,798 ($77,922) $4,045,720 See Note to Consolidating Financial Statements on Page C-1.
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 I&M BHCCo PRCCo CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $56,584 $39,521 $27 Paid-in Capital 732,472 1,303 Retained Earnings 278,814 14,982 Total Common Shareholder's Equity 1,067,870 55,806 27 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 9,435 Subject to Mandatory Redemption 68,445 Long-term Debt 1,014,237 20,700 Total Capitalization 2,159,987 76,506 27 Other Noncurrent Liabilities 613,082 601 Current Liabilities: Long-term Debt Due Within One Year 35,000 Short-term Debt 119,600 Accounts Payable: General 36,726 3 Affiliated Companies 50,126 38 Taxes Accrued 29,778 (65) Interest Accrued 15,741 Obligations Under Capital Leases 34,033 Other 63,246 4 Total Current Liabilities 384,250 (20) 0 Deferred Income Taxes 557,961 1,747 Deferred Investment Tax Credits 138,045 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 92,419 Deferred Credits 13,625 7,490 Total $3,959,369 $86,324 $27 See Note to Consolidating Financial Statements on Page C-1.
OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) JOURNAL ELIMINATIONS OPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $321,201 15 ($12) $321,213 Paid-in Capital 462,296 15 (53,565) 515,861 Retained Earnings 590,151 15 (23,413) 613,564 Total Common Shareholder's Equity 1,373,648 (76,990) 1,450,638 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 17,542 17,542 Subject to Mandatory Redemption 11,850 11,850 Long-term Debt 1,012,031 15 (225) 1,012,256 Total Capitalization 2,415,071 (77,215) 2,492,286 Other Noncurrent Liabilities 295,375 18 1 295,374 Current Liabilities: Long-term Debt Due Within One Year 83,195 18 (1) 83,196 Short-term Debt 78,700 78,700 Accounts Payable: General 146,824 146,824 Affiliated Companies 37,923 16 (20,859) 58,782 Taxes Accrued 160,055 160,055 Interest Accrued 16,255 17 (2) 16,257 Obligations Under Capital Leases 30,307 18 1 30,306 Other 94,338 16 (1) 94,339 Total Current Liabilities 647,597 (20,862) 668,459 Deferred Income Taxes 723,172 723,172 Deferred Investment Tax Credits 42,821 42,821 Deferred Credits 39,166 39,166 Total $4,163,202 ($98,076) $4,261,278 See Note to Consolidating Financial Statements on Page C-1.
OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1997 (in thousands) OPCo COCCo SOCCo WCCo CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $321,201 $7 $5 Paid-in Capital 462,296 44,689 $8,876 Retained Earnings 590,151 23,335 78 Total Common Shareholder's Equity 1,373,648 7 68,029 8,954 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 17,542 Subject to Mandatory Redemption 11,850 Long-term Debt 924,622 182 80,086 7,366 Total Capitalization 2,327,662 189 148,115 16,320 Other Noncurrent Liabilities 117,950 52,156 102,668 22,600 Current Liabilities: Long-term Debt Due Within One Year 55,661 104 26,861 570 Short-term Debt 78,700 Accounts Payable: General 136,725 1,842 5,020 3,237 Affiliated Companies 54,795 1,017 2,113 857 Taxes Accrued 159,643 (282) 735 (41) Interest Accrued 15,005 1,250 2 Obligations Under Capital Leases 12,002 2,780 14,129 1,395 Other 64,204 10,498 15,655 3,982 Total Current Liabilities 576,735 15,959 65,763 10,002 Deferred Income Taxes 724,695 (24,185) 27,695 (5,033) Deferred Investment Tax Credits 42,821 Deferred Credits 35,369 2,896 531 370 Total $3,825,232 $47,015 $344,772 $44,259 See Note to Consolidating Financial Statements on Page C-1.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS AEP ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPERATING ACTIVITIES: Net Income (Loss) $510,961 1,2,7 ($537,108) $1,048,069 Adjustments for Noncash Items: Depreciation and Amortization 608,217 7 1 608,216 Deferred Federal Income Taxes (6,549) 3,7 182 (6,731) Deferred Investment Tax Credits (25,241) 1,7 1,027 (26,268) Equity in Undistributed Earnings of Affiliated Companies (33,327) 1 (154,355) 121,028 Extraordinary Item - UK Windfall Tax 109,419 1 109,419 0 Amortization of Operating Expenses and Carrying Charges (net) 12,001 12,001 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (136,186) 5,7 5,014 (141,200) Fuel, Materials and Supplies (1,427) 7 (1) (1,426) Accrued Utility Revenues (14,225) 7 2 (14,227) Accounts Payable 147,029 5,7 (12,803) 159,832 Taxes Accrued (33,402) (33,402) Other (net) 60,652 2-5 7,296 53,356 Net Cash Flows From (Used For) Operating Activities 1,197,922 (581,326) 1,779,248 INVESTING ACTIVITIES: Construction Expenditures (760,394) 4,7 7,808 (768,202) Proceeds from Sales of Property and Other 2,142 4,7 (9,171) 11,313 Investment in Subsidiaries (363,436) 6 190,650 (554,086) Net Cash Flows Used For Investing Activities (1,121,688) 189,287 (1,310,975) FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company 0 6 (190,650) 190,650 Issuance of Common Stock 76,745 76,745 Issuance of Long-term Debt 880,522 880,522 Change in Short-term Debt (net) 235,380 235,380 Retirement of Cumulative Preferred Stock (433,329) (433,329) Retirement of Long-term Debt (348,157) 7 (1) (348,156) Dividends Paid on Common Stock (453,453) 1,7 563,187 (1,016,640) Dividends Paid on Cumulative Preferred Stock 0 2 17,754 (17,754) Net Cash Flows From (Used For) Financing Activities (42,292) 390,290 (432,582) Net Increase (Decrease) in Cash and Cash Equivalents 33,942 5 (1,749) 35,691 Cash and Cash Equivalents January 1 57,539 5,7 2,191 55,348 Cash and Cash Equivalents December 31 $91,481 $442 $91,039 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $390,491 $390,491 Income Taxes Paid (Received) $398,833 7 ($2) $398,835 Noncash Acquisitions Under Capital Leases $234,846 $234,846 See Note to Consolidating Financial Statements on Page C-1
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) APCo CSPCo I&M AEP CONSOLIDATED CONSOLIDATED CONSOLIDATED OPERATING ACTIVITIES: Net Income (Loss) $510,961 $120,514 $119,379 $146,740 Adjustments for Noncash Items: Depreciation and Amortization 138,975 90,959 148,630 Deferred Federal Income Taxes (5,117) 5,250 3,922 Deferred Investment Tax Credits (5,181) (4,168) (8,428) Equity in Undistributed Earnings of Affiliated Companies 44,936 Extraordinary Item - UK Windfall Tax Amortization of Operating Expenses and Carrying Charges (net) 16,097 (4,096) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (125) (3,990) (47,966) (10,456) Fuel, Materials and Supplies 3,950 (4,900) 5,168 Accrued Utility Revenues 635 (19,939) 7,774 Accounts Payable 7,360 10,924 16,459 23,639 Taxes Accrued 614 1,678 (35,687) Other (net) (7,343) 19,189 (14,109) (16,995) Net Cash Flows From (Used For) Operating Activities 555,789 280,513 158,740 260,211 INVESTING ACTIVITIES: Construction Expenditures (218,074) (108,931) (122,360) Proceeds from Sales of Property and Other 4,971 1,722 2,016 Investment in Subsidiaries (190,650) Net Cash Flows Used For Investing Activities (190,650) (213,103) (107,209) (120,344) FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company 40,000 Issuance of Common Stock 76,745 Issuance of Long-term Debt 183,257 86,172 47,728 Change in Short-term Debt (net) 11,975 69,600 14,800 76,100 Retirement of Cumulative Preferred Stock (183,875) (52,953) (78,877) Retirement of Long-term Debt (56,379) (14,640) (50,000) Dividends Paid on Common Stock (453,453) (114,436) (78,684) (131,260) Dividends Paid on Cumulative Preferred Stock (5,890) (2,734) (5,931) Net Cash Flows From (Used For) Financing Activities (364,733) (67,723) (48,039) (142,240) Net Increase (Decrease) in Cash and Cash Equivalents 406 (313) 3,492 (2,373) Cash and Cash Equivalents January 1 238 7,260 9,134 8,233 Cash and Cash Equivalents December 31 $644 $6,947 $12,626 $5,860 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $2,570 $115,508 $74,248 $62,274 Income Taxes Paid (Received) $117 $71,749 $70,870 $120,212 Noncash Acquisitions Under Capital Leases $15,266 $8,568 $111,395 See Note to Consolidating Financial Statements on Page C-1
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) OPCo KEPCo KGPCo CONSOLIDATED WPCo AEPRESCo OPERATING ACTIVITIES: Net Income (Loss) $20,746 $2,015 $208,689 $2,191 $675 Adjustments for Noncash Items: Depreciation and Amortization 26,486 2,582 172,186 2,774 Deferred Federal Income Taxes 741 249 7,627 (286) 321 Deferred Investment Tax Credits (1,392) (73) (3,487) (44) Equity in Undistributed Earnings of Affiliated Companies Extraordinary Item - UK Windfall Tax Amortization of Operating Expenses and Carrying Charges (net) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (283) (3,166) (62,371) (722) 1,536 Fuel, Materials and Supplies (2,320) 68 (11,127) 106 Accrued Utility Revenues (4,806) 402 1,266 441 Accounts Payable (6,483) (140) 95,348 (1,098) 480 Taxes Accrued 1,066 39 (2,743) 88 596 Other (net) 7,510 2,921 36,630 2,405 5,697 Net Cash Flows From (Used For) Operating Activities 41,265 4,897 442,018 5,855 9,305 INVESTING ACTIVITIES: Construction Expenditures (66,642) (5,419) (172,477) (4,254) Proceeds from Sales of Property and Other 46 8,954 136 Investment in Subsidiaries Net Cash Flows Used For Investing Activities (66,642) (5,373) (163,523) (4,118) 0 FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company 20,000 2,000 1,000 Issuance of Common Stock Issuance of Long-term Debt 47,587 146,590 Change in Short-term Debt (net) (15,175) 375 37,398 (700) (700) Retirement of Cumulative Preferred Stock (117,624) Retirement of Long-term Debt (122,127) Dividends Paid on Common Stock (26,760) (2,255) (199,333) (2,315) Dividends Paid on Cumulative Preferred Stock (3,199) Net Cash Flows From (Used For) Financing Activities 25,652 120 (258,295) (2,015) (700) Net Increase (Decrease) in Cash and Cash Equivalents 275 (356) 20,200 (278) 8,605 Cash and Cash Equivalents January 1 1,106 1,119 24,003 475 152 Cash and Cash Equivalents December 31 $1,381 $763 $44,203 $197 $8,757 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $24,490 $2,684 $81,594 $1,982 $19 Income Taxes Paid (Received) $11,359 $911 $127,719 $2,300 ($311) Noncash Acquisitions Under Capital Leases $8,653 $675 $53,389 $713 See Note to Consolidating Financial Statements on Page C-1
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) AEPR AEPC AEGCo AEPINV CONSOL. AEPES AEPSC CONSOL. OPERATING ACTIVITIES: Net Income (Loss) $8,786 ($34) ($80,294) ($8,993) ($3,306) Adjustments for Noncash Items: Depreciation and Amortization 21,614 4,010 Deferred Federal Income Taxes 4,762 13 (14,002) (162) (9,327) (530) Deferred Investment Tax Credits (3,444) (51) Equity in Undistributed Earnings of Affiliated Companies 76,092 Extraordinary Item - UK Windfall Tax Amortization of Operating Expenses and Carrying Charges (net) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (1,831) 1,072 163 (10,820) 570 (1,016) Fuel, Materials and Supplies 7,705 (76) Accrued Utility Revenues Accounts Payable 3,221 (1) 148 7,154 1,927 745 Taxes Accrued 517 (24) 3,472 1,436 (5,063) 443 Other (net) (5,319) (1,039) 10,434 (110) 13,117 (2) Net Cash Flows From (Used For) Operating Activities 36,011 (13) (3,987) (11,495) 5,183 (3,742) INVESTING ACTIVITIES: Construction Expenditures (3,907) (62,419) (116) (3,603) Proceeds from Sales of Property and Other (374) (254) (5,904) Investment in Subsidiaries (363,436) Net Cash Flows Used For Investing Activities (3,907) (374) (426,109) 0 (116) (9,507) FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company (5,000) 250 120,000 1,800 10,600 Issuance of Common Stock Issuance of Long-term Debt 369,188 Change in Short-term Debt (net) 2,175 26,282 10,500 2,750 Retirement of Cumulative Preferred Stock Retirement of Long-term Debt (20,010) (80,000) (5,000) Dividends Paid on Common Stock (8,144) Dividends Paid on Cumulative Preferred Stock Net Cash Flows From (Used For) Financing Activities (30,979) 250 435,470 12,300 (5,000) 13,350 Net Increase (Decrease) in Cash and Cash Equivalents 1,125 (137) 5,374 805 67 101 Cash and Cash Equivalents January 1 (888) 227 1,379 25 658 8 Cash and Cash Equivalents December 31 $237 $90 $6,753 $830 $725 $109 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $3,220 $13,912 $345 $7,408 $237 Income Taxes Paid (Received) ($1,698) $12 ($14,838) ($6,114) $15,025 $1,690 Noncash Acquisitions Under Capital Leases $306 $35,881 See Note to Consolidating Financial Statements on Page C-1
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) CCCo COpCo FRECo IFRI AEPPM OPERATING ACTIVITIES: Net Income (Loss) Adjustments for Noncash Items: Depreciation and Amortization Deferred Federal Income Taxes (9) (183) Deferred Investment Tax Credits Equity in Undistributed Earnings of Affiliated Companies Extraordinary Item - UK Windfall Tax Amortization of Operating Expenses and Carrying Charges (net) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) 32 (1,832) 4 1 Fuel, Materials and Supplies Accrued Utility Revenues Accounts Payable 25 119 5 Taxes Accrued 1 165 Other (net) 28 348 (1) (5) Net Cash Flows From (Used For) Operating Activities 77 (1,383) 3 1 0 INVESTING ACTIVITIES: Construction Expenditures Proceeds from Sales of Property and Other Investment in Subsidiaries Net Cash Flows Used For Investing Activities 0 0 0 0 0 FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company Issuance of Common Stock Issuance of Long-term Debt Change in Short-term Debt (net) Retirement of Cumulative Preferred Stock Retirement of Long-term Debt Dividends Paid on Common Stock Dividends Paid on Cumulative Preferred Stock Net Cash Flows From (Used For) Financing Activities 0 0 0 0 0 Net Increase (Decrease) in Cash and Cash Equivalents 77 (1,383) 3 1 0 Cash and Cash Equivalents January 1 45 2,152 22 Cash and Cash Equivalents December 31 $122 $769 $25 $1 $0 Supplemental Disclosure: Interest Paid (net of capitalized amounts) Income Taxes Paid (Received) ($162) Noncash Acquisitions Under Capital Leases See Note to Consolidating Financial Statements on Page C-1
APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPERATING ACTIVITIES: Net Income (Loss) $120,514 8 ($1,140) $121,654 Adjustments for Noncash Items: Depreciation and Amortization 138,975 138,975 Deferred Federal Income Taxes (5,117) (5,117) Deferred Investment Tax Credits (5,181) (5,181) Equity in Undistributed Earnings of Affiliated Companies 0 8,11 1,140 (1,140) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (3,990) 9 3,065 (7,055) Fuel, Materials and Supplies 3,950 3,950 Accrued Utility Revenues 635 635 Accounts Payable 10,924 9,11 (3,373) 14,297 Taxes Accrued 614 614 Other (net) 19,189 9,11 308 18,881 Net Cash Flows From (Used For) Operating Activities 280,513 0 280,513 INVESTING ACTIVITIES: Construction Expenditures (218,074) (218,074) Proceeds from Sales of Property and Other 4,971 4,971 Investment in Subsidiaries 0 10 (605) 605 Net Cash Flows From (Used For) Investing Activities (213,103) (605) (212,498) FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent 40,000 10 605 39,395 Issuance of Long-term Debt 183,257 183,257 Change in Short-term Debt (net) 69,600 69,600 Retirement of Cumulative Preferred Stock (183,875) (183,875) Retirement of Long-term Debt (56,379) (56,379) Dividends Paid on Common Stock (114,436) (114,436) Dividends Paid on Cumulative Preferred Stock (5,890) (5,890) Net Cash Flows From (Used For) Financing Activities (67,723) 605 (68,328) Net Increase (Decrease) in Cash and Cash Equivalents (313) 0 (313) Cash and Cash Equivalents January 1 7,260 7,260 Cash and Cash Equivalents December 31 $6,947 $0 $6,947 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $115,508 $115,508 Income Taxes Paid $71,749 $71,749 Noncash Acquisitions Under Capital Leases $15,266 $15,266 See Note to Consolidating Financial Statements on Page C-1
APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) APCo CeCCo CACCo SACCo WVPCo OPERATING ACTIVITIES: Net Income (Loss) $120,514 $450 $81 $603 $6 Adjustments for Noncash Items: Depreciation and Amortization 138,035 76 864 Deferred Federal Income Taxes (4,742) (262) 108 (221) Deferred Investment Tax Credits (5,181) Equity in Undistributed Earnings of Affiliated Companies (1,140) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (3,451)(2,429) (994) (181) 0 Fuel, Materials and Supplies 3,950 Accrued Utility Revenues 635 Accounts Payable 13,008 1,066 59 164 Taxes Accrued 584 22 (6) 17 (3) Other (net) 17,424 1,063 552 (158) Net Cash Flows From (Used For) Operating Activities 279,636 (14) (200) 1,088 3 INVESTING ACTIVITIES: Construction Expenditures (218,074) Proceeds from Sales of Property and Other 4,960 11 Investment in Subsidiaries 605 Net Cash Flows From (Used For) Investing Activities (212,509) 0 0 11 0 FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent 40,000 (605) Issuance of Long-term Debt 183,257 Change in Short-term Debt (net) 69,600 Retirement of Cumulative Preferred Stock (183,875) Retirement of Long-term Debt (56,379) Dividends Paid on Common Stock (114,436) Dividends Paid on Cumulative Preferred Stock (5,890) Net Cash Flows From (Used For) Financing Activities (67,723) 0 0 (605) 0 Net Increase (Decrease) in Cash and Cash Equivalents (596) (14) (200) 494 3 Cash and Cash Equivalents January 1 6,299 391 251 95 224 Cash and Cash Equivalents December 31 $5,703 $377 $51 $589 $227 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $115,508 Income Taxes Paid $70,308 $724 ($92) $801 $8 Noncash Acquisitions Under Capital Leases $15,266 See Note to Consolidating Financial Statements on Page C-1
COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPERATING ACTIVITIES: Net Income $119,379 12 ($260) $119,639 Adjustments for Noncash Items: Depreciation and Amortization 90,959 90,959 Deferred Federal Income Taxes 5,250 14 2 5,248 Deferred Investment Tax Credits (4,168) 14 (1) (4,167) Equity in Undistributed Earnings of Affiliated Companies 0 12 160 (160) Amortization of Operating Expenses and Carrying Charges (net) 16,097 16,097 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (47,966) 13,14 (209) (47,757) Fuel, Materials and Supplies (4,900) (4,900) Accrued Utility Revenues (19,939) (19,939) Accounts Payable 16,459 13,14 93 16,366 Taxes Accrued 1,678 14 1 1,677 Other (net) (14,109) 13,14 114 (14,223) Net Cash Flows From (Used For) Operating Activities 158,740 (100) 158,840 INVESTING ACTIVITIES: Construction Expenditures (108,931) (108,931) Proceeds from Sale of Property and Other 1,722 1,722 Investment in Subsidiaries 0 0 Net Cash Flows Used For Investing Activities (107,209) 0 (107,209) FINANCING ACTIVITIES: Issuance of Long-term Debt 86,172 86,172 Change in Short-term Debt (net) 14,800 14,800 Retirement of Cumulative Preferred Stock (52,953) (52,953) Retirement of Long-term Debt (14,640) (14,640) Dividends Paid on Common Stock (78,684) 12 100 (78,784) Dividends Paid on Cumulative Preferred Stock (2,734) (2,734) Net Cash Flows Used For Financing Activities (48,039) 100 (48,139) Net Increase (Decrease) in Cash and Cash Equivalents 3,492 0 3,492 Cash and Cash Equivalents January 1 9,134 9,134 Cash and Cash Equivalents December 31 $12,626 $0 $12,626 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $74,248 $74,248 Income Taxes Paid $70,870 $70,870 Noncash Acquisitions Under Capital Leases $8,568 $8,568 See Note to Consolidating Financial Statements on Page C-1
COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) CSPCo COLM CCPC Simco OPERATING ACTIVITIES: Net Income $119,379 $70 $70 $120 Adjustments for Noncash Items: Depreciation and Amortization 90,830 27 102 Deferred Federal Income Taxes 5,259 21 (32) Deferred Investment Tax Credits (4,162) (5) Equity in Undistributed Earnings of Affiliated Companies (160) Amortization of Operating Expenses and Carrying Charges (net) 16,097 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (47,926) 11 158 Fuel, Materials and Supplies (4,998) 98 Accrued Utility Revenues (19,939) Accounts Payable 16,558 15 (232) 25 Taxes Accrued 1,657 (11) 30 1 Other (net) (14,189) 102 (149) 13 Net Cash Flows From (Used For) Operating Activities 158,406 187 23 224 INVESTING ACTIVITIES: Construction Expenditures (108,881) (50) Proceeds from Sale of Property and Other 1,722 Investment in Subsidiaries Net Cash Flows Used For Investing Activities (107,159) 0 0 (50) FINANCING ACTIVITIES: Issuance of Long-term Debt 86,172 Change in Short-term Debt (net) 14,800 Retirement of Cumulative Preferred Stock (52,953) Retirement of Long-term Debt (14,640) Dividends Paid on Common Stock (78,684) (100) Dividends Paid on Cumulative Preferred Stock (2,734) Net Cash Flows Used For Financing Activities (48,039) 0 0 (100) Net Increase (Decrease) in Cash and Cash Equivalents 3,208 187 23 74 Cash and Cash Equivalents January 1 8,883 83 19 149 Cash and Cash Equivalents December 31 $12,091 $270 $42 $223 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $74,248 Income Taxes Paid $70,669 $28 $54 $119 Noncash Acquisitions Under Capital Leases $8,524 $44 See Note to Consolidating Financial Statements on Page C-1
INDIANA MICHIGAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPERATING ACTIVITIES: Net Income (Loss) $146,740 15 ($726) $147,466 Adjustments for Noncash Items: Depreciation and Amortization 148,630 148,630 Deferred Federal Income Taxes 3,922 3,922 Deferred Investment Tax Credits (8,428) (8,428) Equity in Undistributed Earnings of Affiliated Companies 0 15 726 (726) Amortization of Operating Expenses and Carrying Charges (net) (4,096) (4,096) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (10,456) 16 (719) (9,737) Fuel, Materials and Supplies 5,168 5,168 Accrued Utility Revenues 7,774 7,774 Accounts Payable 23,639 16 (1,191) 24,830 Taxes Accrued (35,687) (35,687) Other (net) (16,995) 16 1,910 (18,905) Net Cash Flows From Operating Activities 260,211 0 260,211 INVESTING ACTIVITIES: Construction Expenditures (122,360) (122,360) Proceeds from Sales of Property and Other 2,016 2,016 Investment in Subsidiaries 0 17 (7,550) 7,550 Net Cash Flows From (Used For) Investing Activities (120,344) (7,550) (112,794) FINANCING ACTIVITIES: Issuance of Long-term Debt 47,728 47,728 Change in Short-term Debt (net) 76,100 76,100 Retirement of Cumulative Preferred Stock (78,877) (78,877) Retirement of Long-term Debt (50,000) 17 7,550 (57,550) Dividends Paid on Common Stock (131,260) (131,260) Dividends Paid on Cumulative Preferred Stock (5,931) (5,931) Net Cash Flows Used For Financing Activities (142,240) 7,550 (149,790) Net Increase (Decrease) in Cash and Cash Equivalents (2,373) (2,373) Cash and Cash Equivalents January 1 8,233 8,233 Cash and Cash Equivalents December 31 $5,860 $0 $5,860 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $62,274 $62,274 Income Taxes Paid (Received) $120,212 $120,212 Noncash Acquisitions Under Capital Leases $111,395 $111,395 See Note to Consolidating Financial Statements on Page C-1
INDIANA MICHIGAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) I&M BHCCo PRCCo OPERATING ACTIVITIES: Net Income (Loss) $146,740 $726 Adjustments for Noncash Items: Depreciation and Amortization 141,441 7,189 Deferred Federal Income Taxes 2,464 1,457 1 Deferred Investment Tax Credits (8,428) Equity in Undistributed Earnings of Affiliated Companies (726) Amortization of Operating Expenses and Carrying Charges (net) (4,096) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (8,886) (845) (6) Fuel, Materials and Supplies 5,168 Accrued Utility Revenues 7,774 Accounts Payable 24,876 (47) 1 Taxes Accrued (35,697) 5 5 Other (net) (17,972) (932) (1) Net Cash Flows From Operating Activities 252,658 7,553 0 INVESTING ACTIVITIES: Construction Expenditures (122,360) Proceeds from Sales of Property and Other 2,016 Investment in Subsidiaries 7,550 Net Cash Flows From (Used For) Investing Activities (112,794) 0 0 FINANCING ACTIVITIES: Issuance of Long-term Debt 47,728 Change in Short-term Debt (net) 76,100 Retirement of Cumulative Preferred Stock (78,877) Retirement of Long-term Debt (50,000) (7,550) Dividends Paid on Common Stock (131,260) Dividends Paid on Cumulative Preferred Stock (5,931) Net Cash Flows Used For Financing Activities (142,240) (7,550) 0 Net Increase (Decrease) in Cash and Cash Equivalents (2,376) 3 Cash and Cash Equivalents January 1 7,618 615 Cash and Cash Equivalents December 31 $5,242 $618 $0 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $62,274 Income Taxes Paid (Received) $116,231 $3,981 Noncash Acquisitions Under Capital Leases $111,395 See Note to Consolidating Financial Statements on Page C-1
OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) JOURNAL ELIMINATIONS OPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPERATING ACTIVITIES: Net Income $208,689 18 ($5,455) $214,144 Adjustments for Noncash Items: Depreciation and Amortization 172,186 172,186 Deferred Federal Income Taxes 7,627 21 2 7,625 Deferred Investment Tax Credits (3,487) (3,487) Equity in Undistributed Earnings of Affiliated Companies 0 18 (2,119) 2,119 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (62,371) 19,21 (7,409) (54,962) Fuel, Materials and Supplies (11,127) 21 2 (11,129) Accrued Utility Revenues 1,266 21 (1) 1,267 Accounts Payable 95,348 19,21 4,053 91,295 Taxes Accrued (2,743) (2,743) Other (net) 36,630 19,20,21 1,854 34,776 Net Cash Flows From (Used for) Operating Activities 442,018 (9,073) 451,091 INVESTING ACTIVITIES: Construction Expenditures (172,477) 21 (2) (172,475) Proceeds from Sales of Property and Other 8,954 21 1 8,953 Investment in Subsidiaries 0 20,21 (49,142) 49,142 Net Cash Flows From (Used for) Investing Activities (163,523) (49,143) (114,380) FINANCING ACTIVITIES: Issuance of Long-term Debt 146,590 146,590 Change in Short-term Debt (net) 37,398 20 1,500 35,898 Retirement of Cumulative Preferred Stock (117,624) (117,624) Retirement of Long-term Debt (122,127) (122,127) Return of Capital Contributions to Parent Company 0 20 49,141 (49,141) Dividends Paid on Common Stock (199,333) 18 7,574 (206,907) Dividends Paid on Cumulative Preferred Stock (3,199) (3,199) Net Cash Flows From (Used For) Financing Activities (258,295) 58,215 (316,510) Net Increase (Decrease) in Cash and Cash Equivalents 20,200 (1) 20,201 Cash and Cash Equivalents January 1 24,003 24,003 Cash and Cash Equivalents December 31 $44,203 21 ($1) $44,204 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $81,594 22 ($35) $81,629 Income Taxes Paid $127,719 $127,719 Noncash Acquisitions Under Capital Leases $53,389 $53,389 See Note to Consolidating Financial Statements on Page C-1
OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1997 (in thousands) OPCo COCCo SOCCo WCCo OPERATING ACTIVITIES: Net Income $208,689 $0 $4,295 $1,160 Adjustments for Noncash Items: Depreciation and Amortization 140,807 3,771 23,167 4,441 Deferred Federal Income Taxes 22,462 (2,952) (8,359) (3,526) Deferred Investment Tax Credits (3,487) Equity in Undistributed Earnings of Affiliated Companies 2,119 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (56,382) (5,780) 6,740 460 Fuel, Materials and Supplies (11,792) 1,559 (214) (682) Accrued Utility Revenues 1,267 Accounts Payable 88,703 612 163 1,817 Taxes Accrued (2,139) (878) 480 (206) Other (net) (7,403) 19,748 15,500 6,931 Net Cash Flows From (Used for) Operating Activities 382,844 16,080 41,772 10,395 INVESTING ACTIVITIES: Construction Expenditures (159,338) (9,940) (2,241) (956) Proceeds from Sales of Property and Other 8,989 1 (40) 3 Investment in Subsidiaries 49,142 Net Cash Flows From (Used for) Investing Activities (101,207) (9,939) (2,281) (953) FINANCING ACTIVITIES: Issuance of Long-term Debt 96,490 50,100 Change in Short-term Debt (net) 37,398 - (1,500) - Retirement of Cumulative Preferred Stock (117,624) - - - Retirement of Long-term Debt (96,620) (104) (24,834) (569) Return of Capital Contributions to Parent Company (47,141) (2,000) Dividends Paid on Common Stock (199,333) (200) (5,024) (2,350) Dividends Paid on Cumulative Preferred Stock (3,199) Net Cash Flows From (Used For) Financing Activities (282,888) (304) (28,399) (4,919) Net Increase (Decrease) in Cash and Cash Equivalents (1,251) 5,837 11,092 4,523 Cash and Cash Equivalents January 1 6,003 8,498 5,565 3,937 Cash and Cash Equivalents December 31 $4,752 $14,335 $16,657 $8,460 Supplemental Disclosure: Interest Paid (net of capitalized amounts) $76,581 $0 $5,034 $14 Income Taxes Paid $103,528 $3,818 $14,704 $5,669 Noncash Acquisitions Under Capital Leases $19,447 $256 $32,001 $1,685 See Note to Consolidating Financial Statements on Page C-1
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS DECEMBER 31, 1997 (in thousands) JOURNAL ELIMINATIONS AEP ENTRY AND COMBINED APCO CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL AEP CONSOLIDATED Retained Earnings January 1 $1,547,746 ($1,238,349) $2,786,095 $1,547,746 $208,472 Net Income 510,961 A (537,108) 1,048,069 510,961 120,514 2,058,707 (1,775,457) 3,834,164 2,058,707 328,986 Deductions: Cash Dividends Declared on Common Stock: American Electric Power Company, Inc. ($2.40 per Share) 453,453 453,453 453,453 Subsidiary Companies 0 B (563,187) 563,187 114,436 Cash Dividends Declared on Cumulative Preferred Stocks 0 B (12,927) 12,927 3,221 Other 237 C (5,141) 5,378 237 3,785 Retained Earnings December 31 $1,605,017 C ($1,194,202) $2,799,219 $1,605,017 $207,544 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS DECEMBER 31, 1997 (in thousands) CSPCo I&M OPCo CONSOLIDATED CONSOLIDATED KEPCo KGPCo CONSOLIDATED WPCo Retained Earnings January 1 $99,582 $269,071 $84,090 $7,607 $584,015 $6,048 Net Income 119,379 146,740 20,746 2,015 208,689 2,191 218,961 415,811 104,836 9,622 792,704 8,239 Deductions: Cash Dividends Declared on Common Stock: American Electric Power Company, Inc. ($2.40 per Share) Subsidiary Companies 78,684 131,260 26,760 2,255 199,333 2,315 Cash Dividends Declared on Cumulative Preferred Stocks 1,750 4,757 3,199 Other 355 980 21 Retained Earnings December 31 $138,172 $278,814 $78,076 $7,367 $590,151 $5,924 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS DECEMBER 31, 1997 (in thousands) AEPR AEPC AEPRESCo AEGCo AEPINV CONSOLIDATED AEPES AEPSC CONSOL. CCCo Retained Earnings January 1 ($3,111) $1,886 ($8,834) ($7,465) ($2,981) ($224) Net Income 675 8,786 (34) (80,294) ($8,993) (3,306) (2,436) 10,672 (8,868) (87,759) (11,974) 0 (3,530) 0 Deductions: Cash Dividends Declared on Common Stock: American Electric Power Company, Inc. ($2.40 per Share) Subsidiary Companies 8,144 Cash Dividends Declared on Cumulative Preferred Stocks Other Retained Earnings December 31 ($2,436) $2,528 ($8,868) ($87,759)($11,974) $0 ($3,530) $0 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS DECEMBER 31, 1997 (in thousands) COpCo FRECo IFRI AEPPM Retained Earnings January 1 $173 $20 Net Income 173 20 0 0 Deductions: Cash Dividends Declared on Common Stock: American Electric Power Company, Inc. ($2.40 per Share) Subsidiary Companies Cash Dividends Declared on Cumulative Preferred Stocks Other Retained Earnings December 31 $173 $20 $0 $0 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Retained Earnings January 1 $208,472 $7,803 $200,669 Net Income 120,514 A (1,140) 121,654 328,986 6,663 322,323 Deductions: Cash Dividends Declared on Common Stock 114,436 B 114,436 Cash Dividends Declared on Cumulative Preferred Stocks 3,221 3,221 Other 3,785 3,785 Retained Earnings December 31 $207,544 C $6,663 $200,881 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED YEAR ENDED DECEMBER 31, 1997 (in thousands) APCo CeCCo CACCo SACCo WVPCo Retained Earnings January 1 $208,472 ($4,023) ($285) ($3,534) $39 Net Income 120,514 450 81 603 6 328,986 (3,573) (204) (2,931) 45 Deductions: Cash Dividends Declared on Common Stock 114,436 Cash Dividends Declared on Cumulative Preferred Stocks 3,221 Other 3,785 Retained Earnings December 31 $207,544 ($3,573) ($204) ($2,931) $45 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Retained Earnings January 1 $99,582 ($2,027) $101,609 Net Income 119,379 A (260) 119,639 218,961 (2,287) 221,248 Deductions: Cash Dividends Declared on Common Stock 78,684 B (100) 78,784 Cash Dividends Declared on Cumulative Preferred Stocks 1,750 1,750 Other 355 355 Retained Earnings December 31 $138,172 C ($2,187) $140,359 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) CSPCo COLM CCPC Simco Retained Earnings January 1 $99,582 $1,155 $750 $122 Net Income 119,379 70 70 120 218,961 1,225 820 242 Deductions: Cash Dividends Declared on Common Stock 78,684 100 Cash Dividends Declared on Cumulative Preferred Stocks 1,750 Other 355 Retained Earnings December 31 $138,172 $1,225 $820 $142 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
INDIANA MICHIGAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Retained Earnings January 1 $269,071 ($14,256)$283,327 Net Income 146,740 A (726) 147,466 415,811 (14,982) 430,793 Deductions: Cash Dividends Declared on Common Stock 131,260 B 0 131,260 Cash Dividends Declared on Cumulative Preferred Stocks 4,757 4,757 Other 980 980 Retained Earnings December 31 $278,814 C ($14,982)$293,796 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
INDIANA MICHIGAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) I&M BHCCo PRCCo Retained Earnings January 1 $269,071 $14,256 $0 Net Income 146,740 726 415,811 14,982 0 Deductions: Cash Dividends Declared on Common Stock 131,260 0 Cash Dividends Declared on Cumulative Preferred Stocks 4,757 Other 980 Retained Earnings December 31 $278,814 $14,982 $0 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) JOURNAL ELIMINATIONS OPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Retained Earnings January 1 $584,015 ($25,532) $609,547 Net Income 208,689 A (5,455) 214,144 792,704 (30,987) 823,691 Deductions: Cash Dividends Declared on Common Stock 199,333 B (7,574) 206,907 Cash Dividends Declared on Cumulative Preferred Stocks 3,199 3,199 Other 21 21 Retained Earnings December 31 $590,151 C ($23,413) $613,564 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) OPCo COCCo SOCCo WCCo Retained Earnings January 1 $584,015 $200 $24,064 $1,268 Net Income 208,689 4,295 1,160 792,704 200 28,359 2,428 Deductions: Cash Dividends Declared on Common Stock 199,333 200 5,024 2,350 Cash Dividends Declared on Cumulative Preferred Stocks 3,199 Other 21 Retained Earnings December 31 $590,151 $0 $23,335 $78 See Note to Consolidating Financial Statements on Page C-1. A See Consolidating Statement of Income. B See Consolidating Statement of Cash Flows. C See Consolidating Balance Sheet.
Note to Consolidating Financial Statements. Notes to financial statements are incorporated herein by reference to the 1997 Annual Report on Form 10-K filed by the respective companies reporting to the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. C-1 CARDINAL OPERATING COMPANY STATEMENT OF INCOME AND RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) OPERATING EXPENSES: Fuel. . . . . . . . . . . . . . . . . . . . . . . . . $177,919 Other Operation . . . . . . . . . . . . . . . . . . . 13,306 Maintenance . . . . . . . . . . . . . . . . . . . . . 20,617 Taxes Other Than Federal Income Taxes . . . . . . . . 1,043 TOTAL OPERATING EXPENSES. . . . . . . . . . . $212,885 REIMBURSED BY: Ohio Power Company. . . . . . . . . . . . . . . . . . $101,962 Buckeye Power, Inc. . . . . . . . . . . . . . . . . . 110,923 TOTAL . . . . . . . . . . . . . . . . . . . . $212,885 RETAINED EARNINGS . . . . . . . . . . . . . . . . . . . None D-1 CARDINAL OPERATING COMPANY BALANCE SHEET DECEMBER 31, 1997 (in thousands) ASSETS INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . $ 3 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . . 21 Accounts Receivable: Affiliated Companies. . . . . . . . . . . . . . . . 22,054 Miscellaneous . . . . . . . . . . . . . . . . . . . 110 Other . . . . . . . . . . . . . . . . . . . . . . . . 61 TOTAL CURRENT ASSETS. . . . . . . . . . . . . 22,246 DEFERRED CHARGES: Other Work in Progress. . . . . . . . . . . . . . . . 1,602 Other . . . . . . . . . . . . . . . . . . . . . . . . 278 TOTAL DEFERRED CHARGES. . . . . . . . . . . . 1,880 TOTAL . . . . . . . . . . . . . . . . . . . $24,129 CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - Par Value $1: Authorized - 500 Shares Outstanding - 500 Shares. . . . . . . . . . . . . . $ 1 Advances from Affiliated Companies. . . . . . . . . . 400 TOTAL CAPITALIZATION. . . . . . . . . . . . . 401 OTHER NONCURRENT LIABILITIES. . . . . . . . . . . . . . 2,844 CURRENT LIABILITIES: Accounts Payable: General . . . . . . . . . . . . . . . . . . . . . . 11,930 Affiliated Companies. . . . . . . . . . . . . . . . 8,322 Other . . . . . . . . . . . . . . . . . . . . . . . . 631 TOTAL CURRENT LIABILITIES . . . . . . . . . . 20,883 DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . . 1 TOTAL . . . . . . . . . . . . . . . . . . . $24,129 D-2 CARDINAL OPERATING COMPANY STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1997 (in thousands) OPERATING ACTIVITIES: Net Income. . . . . . . . . . . . . . . . . . . . . . $ - Changes in Certain Current Assets and Liabilities: Accounts Receivable . . . . . . . . . . . . . . . . 3,180 Accounts Payable. . . . . . . . . . . . . . . . . . (5,362) Decrease in Other Work in Progress. . . . . . . . . . 2,274 Other (net) . . . . . . . . . . . . . . . . . . . . . (92) Net Cash Flows From Operating Activities . . . . . - Net Increase in Cash and Cash Equivalents . . . . . . - Cash and Cash Equivalents January 1 . . . . . . . . . 21 Cash and Cash Equivalents December 31 . . . . . . . . $ 21 D-3 INDIANA-KENTUCKY ELECTRIC CORPORATION STATEMENT OF INCOME AND RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) OPERATING REVENUES. . . . . . . . . . . . . . . . . . . $148,265 OPERATING EXPENSES: Fuel. . . . . . . . . . . . . . . . . . . . . . . . . 106,121 Other Operation . . . . . . . . . . . . . . . . . . . 16,904 Maintenance . . . . . . . . . . . . . . . . . . . . . 16,099 Depreciation. . . . . . . . . . . . . . . . . . . . . 6,061 Taxes Other Than Federal Income Taxes . . . . . . . . 3,094 TOTAL OPERATING EXPENSES. . . . . . . . . . . 148,279 OPERATING LOSS. . . . . . . . . . . . . . . . . . . . . (14) NONOPERATING INCOME . . . . . . . . . . . . . . . . . . 14 NET INCOME AND RETAINED EARNINGS. . . . . . . . . . . . None D-4 INDIANA-KENTUCKY ELECTRIC CORPORATION BALANCE SHEET DECEMBER 31, 1997 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Electric Plant (at cost). . . . . . . . . . . . . . . $396,357 Construction Work in Progress . . . . . . . . . . . . 2,937 Total Electric Utility Plant. . . . . . . . . 399,294 Accumulated Depreciation and Amortization . . . . . . 336,299 NET ELECTRIC UTILITY PLANT. . . . . . . . . . 62,995 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . . 58 Accounts Receivable . . . . . . . . . . . . . . . . . 29 Coal in Storage - at average cost . . . . . . . . . . 10,948 Coal Sold Under Agreement to Repurchase . . . . . . . 8,000 Materials and Supplies - at average cost. . . . . . . 9,146 Prepayments and Other . . . . . . . . . . . . . . . . 1,086 TOTAL CURRENT ASSETS. . . . . . . . . . . . . 29,267 FUTURE FEDERAL INCOME TAX BENEFITS. . . . . . . . . . . 51,019 REGULATORY ASSETS . . . . . . . . . . . . . . . . . . . 24,247 DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . 6,710 TOTAL . . . . . . . . . . . . . . . . . . . $174,238 CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock, No Par Value Authorized - 100,000 Shares Outstanding - 17,000 Shares . . . . . . . . . . . . $ 3,400 CURRENT LIABILITIES: Accounts Payable. . . . . . . . . . . . . . . . . . . 15,481 Coal Repurchase Obligation. . . . . . . . . . . . . . 8,000 Taxes Accrued . . . . . . . . . . . . . . . . . . . . 1,978 Interest Accrued and Other. . . . . . . . . . . . . . 2,104 TOTAL CURRENT LIABILITIES . . . . . . . . . . 27,563 AMOUNTS DUE TO CUSTOMERS FOR FEDERAL INCOME TAXES . . . 51,019 POSTRETIREMENT BENEFIT OBLIGATION . . . . . . . . . . . 18,500 ADVANCES FROM PARENT COMPANY FOR CONSTRUCTION . . . . . 64,488 DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . . 9,268 TOTAL . . . . . . . . . . . . . . . . . . . $174,238 D-5 INDIANA-KENTUCKY ELECTRIC CORPORATION STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1997 (in thousands) OPERATING ACTIVITIES: Net Income. . . . . . . . . . . . . . . . . . . . . . $ - Adjustments for Noncash Items: Depreciation. . . . . . . . . . . . . . . . . . . . 6,061 Changes in Certain Current Assets and Liabilities: Accounts Receivable . . . . . . . . . . . . . . . 34 Coal, Materials and Supplies. . . . . . . . . . . 2,828 Accounts Payable. . . . . . . . . . . . . . . . . 3,170 Other (net) . . . . . . . . . . . . . . . . . . . . (2,223) Net Cash Flows From Operating Activities . . . . 9,870 INVESTING ACTIVITIES: Construction Expenditures . . . . . . . . . . . . . . (8,637) Reimbursement for Plant Replacements and Additional Facilities. . . . . . . . . . . . . . . . 7,313 Advances Returned to Parent . . . . . . . . . . . . . (6,061) Net Cash Flows Used For Investing Activities . . (7,385) FINANCING ACTIVITIES - Coal Purchase Obligation . . . . (3,000) Net Decrease in Cash and Cash Equivalents . . . . . . (515) Cash and Cash Equivalents January 1 . . . . . . . . . 573 Cash and Cash Equivalents December 31 . . . . . . . . $ 58 Supplemental Disclosure: Interest Paid (net of capitalized amounts). . . . . . $719 D-6 OHIO VALLEY ELECTRIC CORPORATION STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1997 (in thousands) OPERATING REVENUES. . . . . . . . . . . . . . . . . . . $301,460 OPERATING EXPENSES: Fuel. . . . . . . . . . . . . . . . . . . . . . . . . 98,556 Purchased Power . . . . . . . . . . . . . . . . . . . 148,963 Other Operation . . . . . . . . . . . . . . . . . . . 21,072 Maintenance . . . . . . . . . . . . . . . . . . . . . 15,472 Taxes Other Than Federal Income Taxes . . . . . . . . 5,040 Federal Income Taxes. . . . . . . . . . . . . . . . . 4,641 TOTAL OPERATING EXPENSES. . . . . . . . . . . 293,744 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . 7,716 NONOPERATING INCOME . . . . . . . . . . . . . . . . . . 453 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . 8,169 INTEREST CHARGES. . . . . . . . . . . . . . . . . . . . 6,061 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $ 2,108 OHIO VALLEY ELECTRIC CORPORATION STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1997 (in thousands) RETAINED EARNINGS JANUARY 1 . . . . . . . . . . . . . . $2,431 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . 2,108 CASH DIVIDENDS DECLARED . . . . . . . . . . . . . . . . 2,475 RETAINED EARNINGS DECEMBER 31 . . . . . . . . . . . . . $2,064 D-7 OHIO VALLEY ELECTRIC CORPORATION BALANCE SHEET DECEMBER 31, 1997 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Electric Plant (at cost). . . . . . . . . . . . . . . $289,591 Construction Work in Progress . . . . . . . . . . . . 2,067 Total Electric Utility Plant. . . . . . . . . 291,658 Accumulated Depreciation and Amortization . . . . . . 286,058 NET ELECTRIC UTILITY PLANT. . . . . . . . . . 5,600 INVESTMENTS AND OTHER . . . . . . . . . . . . . . . . . 67,888 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . . 5,325 Accounts Receivable . . . . . . . . . . . . . . . . . 26,186 Coal in Storage - at average cost . . . . . . . . . . 3,869 Coal Sold Under Agreement to Repurchase . . . . . . . 8,000 Materials and Supplies - at average cost. . . . . . . 10,315 Prepayments and Other . . . . . . . . . . . . . . . . 10,508 TOTAL CURRENT ASSETS. . . . . . . . . . . . . 64,203 FUTURE FEDERAL INCOME TAX BENEFITS. . . . . . . . . . . 19,174 REGULATORY ASSETS . . . . . . . . . . . . . . . . . . . 29,551 DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . 4,001 TOTAL . . . . . . . . . . . . . . . . . . . $190,417 D-8 OHIO VALLEY ELECTRIC CORPORATION BALANCE SHEET DECEMBER 31, 1997 (in thousands) CAPITALIZATION AND LIABILITIES SHAREHOLDERS' EQUITY: Common Stock - Par Value $100: Authorized - 300,000 Shares Outstanding - 100,000 Shares. . . . . . . . . . . . $ 10,000 Retained Earnings . . . . . . . . . . . . . . . . . . 2,064 Total Shareowners' Equity . . . . . . . . . . 12,064 Long-term Debt - Notes Payable. . . . . . . . . . . . 58,201 TOTAL CAPITALIZATION. . . . . . . . . . . . . 70,265 CURRENT LIABILITIES: Long-term Debt Due Within One Year. . . . . . . . . . 14,065 Short-term Debt . . . . . . . . . . . . . . . . . . . 20,000 Coal Purchase Obligation. . . . . . . . . . . . . . . 8,000 Accounts Payable. . . . . . . . . . . . . . . . . . . 8,549 Taxes Accrued . . . . . . . . . . . . . . . . . . . . 14,794 Interest Accrued and Other. . . . . . . . . . . . . . 2,356 TOTAL CURRENT LIABILITIES . . . . . . . . . . 67,764 INVESTMENT TAX CREDITS. . . . . . . . . . . . . . . . . 10,610 POSTRETIREMENT BENEFIT OBLIGATION . . . . . . . . . . . 18,338 AMOUNTS DUE TO CUSTOMERS FOR FEDERAL INCOME TAXES . . . 14,752 OTHER REGULATORY LIABILITIES AND DEFERRED CREDITS . . . 8,688 TOTAL . . . . . . . . . . . . . . . . . . . $190,417 D-9 OHIO VALLEY ELECTRIC CORPORATION STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1997 (in thousands) OPERATING ACTIVITIES: Net Income. . . . . . . . . . . . . . . . . . . . . . $ 2,108 Adjustments for Noncash Items: Future Federal Income Tax Benefits. . . . . . . . . (5,755) Changes in Certain Current Assets and Liabilities: Accounts Receivable . . . . . . . . . . . . . . . (4,726) Coal, Materials and Supplies. . . . . . . . . . . 3,114 Accounts Payable. . . . . . . . . . . . . . . . . (2,095) Other (net) . . . . . . . . . . . . . . . . . . . . (6,794) Net Cash Flows Used For Operating Activities . . (14,148) INVESTING ACTIVITIES: Construction Expenditures . . . . . . . . . . . . . . (20,317) Reimbursement for Plant Replacements and Additional Facilities. . . . . . . . . . . . . . . . 20,729 Advances Returned from Subsidiary . . . . . . . . . . 6,061 Net Cash Flows From Investing Activities . . . . 6,473 FINANCING ACTIVITIES: Change in Short-term Debt (net) . . . . . . . . . . . 20,000 Retirement of Long-term Debt. . . . . . . . . . . . . (6,961) Dividends Paid. . . . . . . . . . . . . . . . . . . . (2,475) Net Cash Flows From Financing Activities . . . . 10,564 Net Increase in Cash and Cash Equivalents . . . . . . 2,889 Cash and Cash Equivalents January 1 . . . . . . . . . 2,436 Cash and Cash Equivalents December 31 . . . . . . . . $ 5,325 Supplemental Disclosure: Interest Paid (net of capitalized amounts). . . . . . $6,420 Income Taxes Paid . . . . . . . . . . . . . . . . . . $1,580 D-10 YORKSHIRE POWER GROUP CONSOLIDATED STATEMENT OF INCOME NINE MONTHS ENDED DECEMBER 31, 1997 (in millions) OPERATING REVENUES. . . . . . . . . . . . . . . . . $1,492.9 COST OF SALES . . . . . . . . . . . . . . . . . . . 1,014.2 GROSS PROFIT. . . . . . . . . . . . . . . . . . . . 478.7 OPERATING COSTS . . . . . . . . . . . . . . . . . . 276.4 OPERATING INCOME. . . . . . . . . . . . . . . . . . 202.3 NONOPERATING INCOME (NET) . . . . . . . . . . . . . 3.7 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . 206.0 INTEREST CHARGES. . . . . . . . . . . . . . . . . . 128.7 INCOME BEFORE TAXES . . . . . . . . . . . . . . . . 77.3 TAXES . . . . . . . . . . . . . . . . . . . . . . . 9.8 INCOME BEFORE EXTRAORDINARY ITEM. . . . . . . . . . 67.5 EXTRAORDINARY LOSS - WINDFALL TAX . . . . . . . . . 218.8 NET LOSS. . . . . . . . . . . . . . . . . . . . . . $ (151.3) YORKSHIRE POWER GROUP CONSOLIDATED STATEMENT OF RETAINED EARNINGS NINE MONTHS ENDED DECEMBER 31, 1997 (in millions) RETAINED EARNINGS APRIL 1 . . . . . . . . . . . . . $ - NET LOSS. . . . . . . . . . . . . . . . . . . . . . (151.3) CASH DIVIDENDS DECLARED . . . . . . . . . . . . . . - RETAINED EARNINGS DECEMBER 31 (DEFICIT) . . . . . . $(151.3) D-11 YORKSHIRE POWER GROUP CONSOLIDATED BALANCE SHEET DECEMBER 31, 1997 (in millions) ASSETS ELECTRIC UTILITY PLANT: Property, Plant and Equipment . . . . . . . . . . . $1,644.6 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . 193.7 Accounts Receivable . . . . . . . . . . . . . . . . 334.4 Other Current Assets. . . . . . . . . . . . . . . . 74.1 TOTAL CURRENT ASSETS. . . . . . . . . . . . 602.2 DEFERRED DEBITS . . . . . . . . . . . . . . . . . . . 1,895.4 TOTAL . . . . . . . . . . . . . . . . . . $4,142.2 CAPITALIZATION AND LIABILITIES SHAREHOLDERS' EQUITY: Common Stock. . . . . . . . . . . . . . . . . . . . $ 714.2 Other Paid-in Capital . . . . . . . . . . . . . . . (20.8) Retained Earnings (Deficit) . . . . . . . . . . . . (151.3) Total Shareowners' Equity . . . . . . . . . 542.1 Long-term Debt. . . . . . . . . . . . . . . . . . . 704.3 TOTAL CAPITALIZATION. . . . . . . . . . . . 1,246.4 OTHER NONCURRENT LIABILITIES. . . . . . . . . . . . . 488.7 CURRENT LIABILITIES . . . . . . . . . . . . . . . . . 2,407.1 TOTAL . . . . . . . . . . . . . . . . . . $4,142.2 D-12 YORKSHIRE POWER GROUP CONSOLIDATED STATEMENT OF CASH FLOWS NINE MONTHS ENDED DECEMBER 31, 1997 (in millions) NET CASH FLOWS FROM OPERATING ACTIVITIES. . . . . . $ 102.7 INVESTING ACTIVITIES: Construction Expenditures . . . . . . . . . . . . (211.8) Loans Repaid By Associates. . . . . . . . . . . . 1.6 Proceeds From Property, Plant & Equipment Sales . 33.2 Purchases of Long-term Investments. . . . . . . . (13.1) Proceeds From Sale of Long-term Investments . . . 41.1 Purchase of Yorkshire Electricity Group plc . . . (2,421.2) Purchase of Short-term Investments. . . . . . . . (16.4) Net Cash Flows Used For Investing Activities (2,586.6) FINANCING ACTIVITIES: Issuance of Common Stock. . . . . . . . . . . . . 722.8 Change in Short-term Debt (net) . . . . . . . . . 1,598.3 Retirement of Long-term Debt. . . . . . . . . . . (6.6) Net Cash Flows From Financing Activities . . 2,314.5 Net Decrease in Cash and Cash Equivalents . . . . (169.4) Cash and Cash Equivalents April 1 . . . . . . . . 363.1 Cash and Cash Equivalents December 31 . . . . . . $ 193.7 Supplemental Disclosure: Interest Paid (net of capitalized amounts). . . . $108.3 Income Taxes Paid . . . . . . . . . . . . . . . . $116.6 D-13 EXHIBIT A Incorporation By Reference Form 10K Annual Report Year File Number AEP 1997 1-3525 AEGCo 1997 0-18135 APCo 1997 1-3457 CSPCo 1997 1-2680 I&M 1997 1-3570 KEPCo 1997 1-6858 OPCo 1997 1-6543 E EXHIBIT INDEX EXHIBIT B & C The following exhibits have been filed with the Commission and, pursuant to 17 C.F.R. Section 229.10(d) and Section 240.12b-32, are incorporated herein by reference to the documents indicated in brackets following the descriptions of such exhibits. Certain of the following exhibits, designated with an asterisk (*), were filed with the Form 10-K Annual Report for 1997 and are also incorporated by reference. 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 the Form 10-K. Exhibit Number Description AEGCo 3(a) Copy of 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 [Registration Statement on Form 10 for the Common Shares of AEGCo, File No. 0-18135, Exhibit 3(b)]. 10(a) Copy of Capital Funds Agreement dated as of December 30, 1988 between AEGCo and AEP [Registration Statement No. 33- 32752, Exhibit 28(a)]. 10(b)(1) Copy of 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) Copy of Unit Power Agreement, dated as of August 1, 1984, among AEGCo, I&M and KEPCo [Registration Statement No. 33- 32752, Exhibit 28(b)(2)]. 10(b)(3) Copy of Agreement, dated as of October 1, 1984, among AEGCo, I&M, APCo and Virginia Electric and Power Company [Registration Statement No. 33-32752, Exhibit 28(b)(3)]. 10(c) Copy of 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 1997 Annual Report (for the fiscal year ended December 31, 1997) which are incorporated by reference in this filing. * 24 Power of Attorney. * 27 Financial Data Schedules. AEP!! 3(a) Copy of 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, Exhibit 3(a)]. * 3(b) Copy of By-Laws of AEP, as amended through January 28, 1998. 10(a) Interconnection Agreement, dated July 6, 1951, among APCo, CSPCo, KEPCo, OPCo and I&M and with the Service Corporation, 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) Copy of Transmission Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KEPCo, OPCo and with the Service Corporation 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) Copy of 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(d) 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(e) Modification No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KEPCo, OPCo and the Service Corporation [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(l)]. * 10(f) 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. !10(g)(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(g)(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(h) 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(i)(1) AEP Deferred Compensation and Stock Plan for Non-Employee Directors [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(f)(1)]. !10(i)(2) AEP Stock Unit Accumulation Plan for Non-Employee Directors [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(f)(2)]. !10(j)(1)(A) AEP Excess Benefit Plan, as amended through August 25, 1997 [Quarterly Report on Form 10-Q of AEP for the quarter ended September 30, 1997, File No. 1-3525, Exhibit 10]. !10(j)(1)(B) Guaranty by AEP of the Service Corporation 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(j)(2) AEP System Supplemental Savings Plan, as amended through November 15, 1995 (Non-Qualified) [Annual Report on Form 10- K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(g)(2)]. !10(j)(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(k) Employment Agreement between E. Linn Draper, Jr. and AEP and the Service Corporation [Annual Report on Form 10-K of AEGCo for the fiscal year ended December 31, 1991, File No. 0- 18135, Exhibit 10(g)(3)]. !10(l)(1) 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(l)(2) American Electric Power System Performance Share Incentive Plan, as Amended and Restated through February 26, 1997 [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(i)(2)]. * 13 Copy of those portions of the AEP 1997 Annual Report (for the fiscal year ended December 31, 1997) which are incorporated by reference in this filing. * 21 List of subsidiaries of AEP. * 23 Consent of Deloitte & Touche LLP. * 24 Power of Attorney. * 27 Financial Data Schedules. APCo!! 3(a) Copy of 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) Copy of 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) Copy of 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 copy 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) Copy of By-Laws of APCo (amended as of January 1, 1996) [Annual Report on Form 10-K of APCo for the fiscal year ended December 31, 1995, File No. 1-3457, Exhibit 3(d)]. 4(a) Copy of 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)]. * 4(b) Copy of Indenture Supplemental, dated as of May 1, 1997, to Mortgage and Deed of Trust. 4(c) 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, Exhibits 4(a) and 4(b)]. * 4(d) Company Order and Officers' Certificate, dated March 3, 1998, establishing certain terms of the 7.20% Senior Notes, Series A, due 2038. 10(a)(1) Copy of 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) Copy of 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) Copy of 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) Copy of Interconnection Agreement, dated July 6, 1951, among APCo, CSPCo, KEPCo, OPCo and I&M and with the Service Corporation, 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) Copy of Transmission Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KEPCo, OPCo and with the Service Corporation 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) Copy of Modification No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KEPCo, OPCo and the Service Corporation [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) 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)(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)(1) 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(g)(2) American Electric Power System Performance Share Incentive Plan as Amended and Restated through February 26, 1997 [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(i)(2)]. !10(h)(1) Excess Benefits Plan [Quarterly Report on Form 10-Q of AEP for the quarter ended September 30, 1997, File No. 1-3525, Exhibit 10]. !10(h)(2) AEP System Supplemental Savings Plan (Non-Qualified) [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(g)(2)]. !10(h)(3) 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) Employment Agreement between E. Linn Draper, Jr. and AEP and the Service Corporation [Annual Report on Form 10-K of AEGCo for the fiscal year ended December 31, 1991, File No. 0- 18135, Exhibit 10(g)(3)]. * 12 Statement re: Computation of Ratios. * 13 Copy of those portions of the APCo 1997 Annual Report (for the fiscal year ended December 31, 1997) 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, 1997, File No. 1- 3525, Exhibit 21]. * 23 Consent of Deloitte & Touche LLP. * 24 Power of Attorney. * 27 Financial Data Schedules. CSPCo!! 3(a) Copy of Amended Articles of Incorporation of CSPCo, as amended to March 6, 1992 [Registration Statement No. 33- 53377, Exhibit 4(a)]. 3(b) Copy of 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 copy 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) Copy of 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) Copy of 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) Copy of Indenture (for unsecured debt securities), dated as of September 1, 1997, between CSPCo and Bankers Trust Company, as Trustee. * 4(c) Copy of Company Order and Officers' Certificate, dated September 29, 1997, establishing certain terms of the Unsecured Medium Term Notes, Series A. * 4(d) Copy of Instructions, dated September 30, 1997, from CSPCo to Bankers Trust Company, establishing certain terms of the 6.85% Unsecured Medium Term Notes, Series A, due 2005. * 4(e) Copy of Instructions, dated February 5, 1998, from CSPCo to Bankers Trust Company, establishing certain terms of the 6.51% Unsecured Medium Term Notes, Series A, due 2008. 10(a)(1) Copy of 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) Copy of 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) Copy of 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) Copy of Interconnection Agreement, dated July 6, 1951, among APCo, CSPCo, KEPCo, OPCo and I&M and the Service Corporation, 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) Copy of Transmission Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KEPCo, OPCo, and with the Service Corporation 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) Copy of Modification No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KEPCo, OPCo and the Service Corporation [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) 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)]. * 12 Statement re: Computation of Ratios. * 13 Copy of those portions of the CSPCo 1997 Annual Report (for the fiscal year ended December 31, 1997) which are incorporated by reference in this filing. * 23 Consent of Deloitte & Touche LLP. * 24 Power of Attorney. * 27 Financial Data Schedules. I&M!! 3(a) Copy of the 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) Copy of 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 Copy 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 fiscal year ended December 31, 1996, File No. 1- 3570, Exhibit 3(c)]. 3(d) Copy of the By-Laws of I&M (amended as of January 1, 1996) [Annual Report on Form 10-K of I&M for fiscal year ended December 31, 1995, File No. 1-3570, Exhibit 3(c)]. 4(a) Copy of 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 fiscal year ended December 31, 1993, File No. 1- 3570, Exhibit 4(b); Annual Report on Form 10-K of I&M for fiscal year ended December 31, 1994, File No. 1-3570, Exhibit 4(b); Annual Report on Form 10-K of I&M for fiscal year ended December 31, 1996, File No. 1-3570, Exhibit 4(b)]. 10(a)(1) Copy of 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) Copy of 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) Copy of 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)(2) Copy of 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) Copy of 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) Copy of Interconnection Agreement, dated July 6, 1951, between APCo, CSPCo, KEPCo, I&M, and OPCo and with the Service Corporation, 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) Copy of Transmission Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KEPCo, OPCo and with the Service Corporation 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) Copy of Modification No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KEPCo, OPCo and the Service Corporation [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) Copy of Nuclear Material Lease Agreement, dated as of December 1, 1990, between I&M and DCC Fuel Corporation [Annual Report on Form 10-K of I&M for the fiscal year ended December 31, 1993, File No. 1-3570, Exhibit 10(d)]. 10(f) Copy of 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(g) 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)]. * 12 Statement re: Computation of Ratios * 13 Copy of those portions of the I&M 1997 Annual Report (for the fiscal year ended December 31, 1997) 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, 1997, File No. 1- 3525, Exhibit 21]. * 23 Consent of Deloitte & Touche LLP. * 24 Power of Attorney. * 27 Financial Data Schedules. KEPCo!! 3(a) Copy of Restated Articles of Incorporation of KEPCo [Annual Report on Form 10-K of KEPCo for the fiscal year ended December 31, 1991, File No. 1-6858, Exhibit 3(a)]. 3(b) Copy of By-Laws of KEPCo (amended as of January 1, 1996) [Annual Report on Form 10-K of KEPCo for the fiscal year ended December 31, 1995, File No. 1-6858, Exhibit 3(b)]. 4(a) Copy of Mortgage and Deed of Trust, dated May 1, 1949, between KEPCo and Bankers Trust Company, as supplemented and amended [Registration Statement No. 2-65820, Exhibits 2(b)(1), 2(b)(2), 2(b)(3), 2(b)(4), 2(b)(5), and 2(b)(6); Registration Statement No. 33-39394, Exhibits 4(b) and 4(c); Registration Statement No. 33-53226, Exhibits 4(b) and 4(c); Registration Statement No. 33-61808, Exhibits 4(b) and 4(c), Registration Statement No. 33-53007, Exhibits 4(b), 4(c) and 4(d)]. * 4(b) Copy of Indenture (for unsecured debt securities), dated as of September 1, 1997, between KEPCo and Bankers Trust Company, as Trustee. * 4(c) Copy of Company Order and Officers' Certificate, dated September 24, 1997, establishing certain terms of the Unsecured Medium Term Notes, Series A. * 4(d) Copy of Instructions, dated September 26, 1997, from KEPCo to Bankers Trust Company, establishing certain terms of the 6.91% Unsecured Medium Term Notes, Series A, due 2007. 10(a) Copy of Interconnection Agreement, dated July 6, 1951, among APCo, CSPCo, KEPCo, I&M and OPCo and with the Service Corporation, 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) Copy of Transmission Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KEPCo, OPCo and with the Service Corporation 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) Copy of Modification No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KEPCo, OPCo and the Service Corporation [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) 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)]. * 12 Statement re: Computation of Ratios. * 13 Copy those portions of the KEPCo 1997 Annual Report (for the fiscal year ended December 31, 1997) which are incorporated by reference in this filing. * 23 Consent of Deloitte & Touche LLP. * 24 Power of Attorney. * 27 Financial Data Schedules. OPCo!! 3(a) Copy of 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) Copy of 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) Composite copy of the Amended Articles of Incorporation of OPCo (amended as of March 7, 1997) [Annual Report on Form 10-K of OPCo for the fiscal year ended December 31, 1996, File No. 1-6543, Exhibit 3(d)]. 3(e) Copy of 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) Copy of 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)(vi); 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) Copy of Indenture (for unsecured debt securities), dated as of September 1, 1997, between OPCo and Bankers Trust Company, as Trustee. * 4(c) Copy of Company Order and Officers' Certificate, dated September 24, 1997, establishing certain terms of the Unsecured Medium Term Notes, Series A. * 4(d) Copy of Instructions, dated September 25, 1997, from OPCo to Bankers Trust Company, establishing certain terms of the 6.73% Unsecured Medium Term Notes, Series A, due 2004. 10(a)(1) Copy of 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) Copy of 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) Copy of 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) Copy of Interconnection Agreement, dated July 6, 1951, between APCo, CSPCo, KEPCo, I&M and OPCo and with the Service Corporation, 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) Copy of Transmission Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KEPCo, OPCo and with the Service Corporation 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) Copy of Modification No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994, among APCo, CSPCo, I&M, KEPCo, OPCo and the Service Corporation [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) Copy of 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) 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)(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(h)(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(i)(1) 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)(2) American Electric Power System Performance Share Incentive Plan, as Amended and Restated through February 26, 1997 [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(i)(2)]. !10(j)(1) Excess Benefits Plan [Quarterly Report on Form 10-Q of AEP for the quarter ended September 30, 1997, File No. 1-3525, Exhibit 10]. !10(j)(2) AEP System Supplemental Savings Plan (Non-Qualified) [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1996, File No. 1-3525, Exhibit 10(g)(2)]. !10(j)(3) 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(k) Employment Agreement between E. Linn Draper, Jr. and AEP and the Service Corporation [Annual Report on Form 10-K of AEGCo for the fiscal year ended December 31, 1991, File No. 0- 18135, Exhibit 10(g)(3)]. * 12 Statement re: Computation of Ratios. * 13 Copy of those portions of the OPCo 1997 Annual Report (for the fiscal year ended December 31, 1997) 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, 1997, File No. 1- 3525, Exhibit 21]. * 23 Consent of Deloitte & Touche LLP. * 24 Power of Attorney. * 27 Financial Data Schedules. !! 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. EXHIBIT D AMERICAN ELECTRIC POWER COMPANY, INC. AND ITS CONSOLIDATED AFFILIATES TAX AGREEMENT UNDER TITLE 17, CHAPTER II OF THE CODE OF FEDERAL REGULATIONS PARAGRAPH (C) OF SECTION 250.45 REGARDING METHOD OF ALLOCATING CONSOLIDATED INCOME TAXES The below listed affiliated companies, joining in the annual filing of a consolidated federal income tax return with American Electric Power Company, Inc., agree to allocate the consolidated annual net current federal income tax liability and/or benefit to the members of the consolidated group in accordance with the following procedures: (1) The consolidated regular federal income tax, exclusive of capital gains and preference taxes and before the application of credits including investment tax credits, shall be apportioned among the members of the consolidated group based on corporate taxable income. Loss companies shall be included in the allocation, receiving a negative tax allocation which is similar to a separate return carryback refund, before considering investment tax credit, which would have resulted had the loss company historically filed a separate return. (2) The corporate taxable income of each member of the group shall be first reduced by its proportionate share of American Electric Power Company, Inc.'s (the holding company) tax loss in arriving at adjusted corporate taxable income for each member of the group with positive taxable income. (3) To the extent that the consolidated and corporate taxable incomes include material items taxed at rates other than the statutory tax rate (such as capital gains and preference items), the portion of the consolidated tax attributable to these items shall be apportioned directly to the members of the group giving rise to such items. (4) Consolidated investment tax credits utilized shall be apportioned to each member of the consolidated group by applying the current statutory maximum investment tax credit limitation to each member's allocated portion of the consolidated regular federal income tax plus the tax on items taxed at rates other than the statutory rate which can be offset by investment tax credits as apportioned in procedures (1) and (3) above. Members generating current corporate tax losses shall be allocated a negative investment tax credit by applying the current statutory maximum investment tax credit limitation to their net negative allocation resulting from procedures (1) and (3) above. The positive credit apportioned to each member with corporate taxable income shall be limited to that member's total available corporate investment tax credit inclusive of carryforwards generated by such member. Any difference between the total of each member's allocated investment tax credit, in accordance with the above procedures and the total consolidated investment tax credit shall be allocated to the members of the consolidated group with remaining corporate investment tax credit available, inclusive of tax loss companies, in proportion to the corporate credit available to each member, again limiting the credit allocated to each member to the remaining corporate credit available to that member. The negative investment tax credit allocated to member companies with tax losses is similar to a reversal of investment tax credits utilized in prior years which would have resulted from a net operating tax loss carryback had the loss company filed a separate return. This reversal or negative investment tax credit will reduce the credit tax allocated to the loss company in procedure (1). Any negative credit reversals allocated to a member generating a corporate tax loss will be added to that member's available corporate credit for future allocations. (5) Any special benefits other than investment tax credits shall be allocated directly to the members of the consolidated group giving rise to them. (6) Should the consolidated group generate a net operating tax loss for a calendar year, special procedures shall be adopted to allocate the resultant consolidated carryback refund or the reduction in consolidated net current federal income taxes, which will result in future years when the carryforward tax losses are applied to reduce consolidated taxable income. The tax benefits of any resultant carryback shall be allocated proportionately to member companies that generated corporate tax losses in the year the consolidated net operating loss was generated. Any related loss of credits, including investment tax credit reversals, shall be allocated to the member companies that utilized the credits in the prior year in the same proportion that the credit lost is to the total credit utilized in the prior year. Investment tax credit reversals allocated to a member will be added to that member's available corporate investment tax credit for future allocations. A prior year consolidated net operating tax loss carryfoward applied to reduce current year consolidated taxable income shall be allocated proportionately to member companies that generated a corporate tax loss in the year the consolidated net operating tax loss was generated. (7) A member with a net positive tax allocation shall pay the holding company the net amount allocated, while a tax loss member with a net negative tax allocation shall receive current payment from the holding company in the amount of its negative allocation. The payment made to a member with a tax loss should equal the amount by which the consolidated tax is reduced by including the member's net corporate tax loss in the consolidated tax return. The holding company shall pay to the Internal Revenue Service the consolidated group's net current federal income tax liability from the net of the receipts and payments. (8) No member of the consolidated group shall be allocated a federal income tax which is greater than the federal income tax computed as if such member had filed a separate return. Any current state tax liability and/or benefit associated with a state tax return involving more than one member of the consolidated group, shall be allocated to such members following the principles set forth above for current federal income taxes. Due to certain states utilizing a unitary approach, the consolidated return liability may exceed the sum of the liabilities computed for each company on a separate return basis. If this occurs, the excess of the consolidated liability over the sum of the separate return liabilities shall be allocated proportionally based on each member's contribution to the consolidated apportionment percentage. If additional tax is attributable to a significant transaction or event, such additional tax shall be allocated directly to the members who are party to said transaction or event. This agreement is subject to revision as a result of changes in federal and state tax law and relevant facts and circumstances. The above procedures for apportioning the consolidated annual net current federal and state tax liabilities and expenses of American Electric Power Company, Inc. and its consolidating affiliates have been agreed to by each of the below listed members of the consolidated group as evidenced by the signature of an officer of each company. COMPANY OFFICER'S SIGNATURE American Electric Power Company, Inc. /s/ W. L. Scott American Electric Power Service Corporation /s/ W. L. Scott AEP Communications, Inc. /s/ W. L. Scott AEP Energy Services, Inc. /s/ John F. DiLorenzo, Jr. AEP Generating Company /s/ W. L. Scott AEP Investments, Inc. /s/ W. L. Scott AEP Power Marketing, Inc. /s/ John F. DiLorenzo, Jr. AEP Resources, Inc. /s/ W. L. Scott AEP Resources Australia Investments, Inc. /s/ W. L. Scott AEP Resources Australia Ventures, Inc. /s/ W. L. Scott AEP Resources Delaware, Inc. /s/ W. L. Scott AEP Resources Service Company /s/ W. L. Scott Appalachian Power Company /s/ W. L. Scott Blackhawk Coal Company /s/ W. L. Scott Cedar Coal Company /s/ W. L. Scott Central Appalachian Coal Company /s/ W. L. Scott Central Coal Company /s/ W. L. Scott Central Ohio Coal Company /s/ W. L. Scott Central Operating Company /s/ W. L. Scott Colomet, Inc. /s/ W. L. Scott Columbus Southern Power Company /s/ W. L. Scott Conesville Coal Preparation Company /s/ W. L. Scott Franklin Real Estate Company /s/ W. L. Scott Indiana Franklin Realty, Inc. /s/ W. L. Scott Indiana Michigan Power Company /s/ W. L. Scott Kentucky Power Company /s/ W. L. Scott Kingsport Power Company /s/ W. L. Scott Ohio Power Company /s/ W. L. Scott Price River Coal Company, Inc. /s/ W. L. Scott Simco, Inc. /s/ W. L. Scott Southern Appalachian Coal Company /s/ W. L. Scott Southern Ohio Coal Company /s/ W. L. Scott West Virginia Power Company /s/ W. L. Scott Wheeling Power Company /s/ W. L. Scott Windsor Coal Company /s/ W. L. Scott EXHIBIT E CONTENTS 1 CHART OF ACCOUNTS FOR AEP SYSTEM COMPANIES - PER RULE 26 2 COPIES OF PERSONNEL POLICIES AS THEY RELATE TO RULE 48(b) ____________________________________________________________ EXHIBIT E DOCUMENT: CHART OF ACCOUNTS FOR AEP SYSTEM COMPANIES Pursuant to Rule 26 the identity of the chart of accounts used by American Electric Power Company, Inc. and each subsidiary company is indicated below. The companies using the Federal Energy Regulatory Commission Uniform System of Accounts are indicated by "FERC USA" and the companies using the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies are indicated by "USA SC". Chart of Accounts American Electric Power Company, Inc. (AEP) USA SC (a) AEP Communications, Inc. (AEPC) USA SC (a) AEP Communications, LLC (AEPCLLC) USA SC (a) AEP Energy Services, Inc. (AEPES) USA SC (a) AEP Generating Company (AEGCo) FERC USA AEP Investments, Inc. (AEPINV) USA SC (a) AEP Power Marketing, Inc. (AEPPM) USA SC (a) AEP Resources Service Company (AEPRESC) USA SC (a) AEP Energy Services International, Limited (AEPESI) USA SC (a) AEP Resources, Inc. (AEPR) USA SC (a) AEP Resources Australia Investments, Inc. (AEPRAI) USA SC (a) AEP Resources Australia Ventures, Inc. (AEPRAV) USA SC (a) AEP Resources Australia Pty., Ltd. (AEPRA) USA SC (a) AEP Resources Delaware, Inc. (AEPRD) USA SC (a) AEP Resources International, Ltd. (AEPRI) USA SC (a) AEP Pushan Power, LDC (Pushan) USA SC (a) Nanyang General Light Electric Co. Ltd. (NGLE) FERC USA AEP Resources Mauritius Company (Mauritius) USA SC (a) AEP Resources Project Management Company, Ltd. (AEPRPM) USA SC (a) AEP Resources Limited (AEPRL) USA SC (a) AEPR Global Investments B.V. (AEPRGI) USA SC (a) AEPR Global Holland Holding B.V. (AEPRGHH) USA SC (a) AEPR Global Ventures B.V. (AEPRGV) USA SC (a) Yorkshire Power Group Limited (YPG) (c) Yorkshire Holdings plc (YH) (c) Yorkshire Electricity Group plc (YEG) (c) Yorkshire Power Finance Limited (YPF) (c) American Electric Power Service Corporation (AEPSC) USA SC (a) Appalachian Power Company (APCo) FERC USA Cedar Coal Co. (CeCCo) FERC USA (b) Central Appalachian Coal Company (CACCo) FERC USA (b) Central Coal Company (CCCo) FERC USA (b) Central Operating Company (COpCo) FERC USA Southern Appalachian Coal Company (SACCo) FERC USA (b) West Virginia Power Company (WVPCo) FERC USA Columbus Southern Power Company (CSPCo) FERC USA Colomet, Inc.(COLM) FERC USA Conesville Coal Preparation Company (CCPC) FERC USA (b) Simco Inc. (Simco) FERC USA Ohio Valley Electric Corporation (OVEC) FERC USA Franklin Real Estate Company (FRECo) USA SC (a) Indiana Franklin Realty, Inc. (IFRI) USA SC (a) Indiana Michigan Power Company (I&M) FERC USA Blackhawk Coal Company (BHCCo) FERC USA (b) Price River Coal Company (PRCCo) FERC USA (b) Kentucky Power Company (KEPCo) FERC USA Kingsport Power Company (KGPCo) FERC USA Ohio Power Company (OPCo) FERC USA Cardinal Operating Company (CdOCo) FERC USA Central Coal Company (CCCo) FERC USA (b) Central Ohio Coal Company (COCCo) FERC USA (b) Central Operating Company (COpCo) FERC USA Southern Ohio Coal Company (SOCCo) FERC USA (b) Windsor Coal Company (WCCo) FERC USA (b) Ohio Valley Electric Corporation (OVEC) FERC USA Indiana-Kentucky Electric Corporation (IKEC) FERC USA Wheeling Power Company (WPCo) FERC USA NOTES: (a) These companies will adopt the FERC Uniform System of Accounts effective January 1, 1999. (b) These companies use the FERC Uniform System of Accounts except for the operation and maintenance accounts. (c) These companies use the chart of accounts presented below. YORKSHIRE POWER FINANCE LIMITED YORKSHIRE POWER GROUP LIMITED YORKSHIRE HOLDINGS PLC YORKSHIRE ELECTRICITY GROUP PLC Invest Prop Qual IBA Asset Investment Properties - Qualif Asset Invest Prop No Qual Cap Al Asset Investment Properties - Not Qua Asset Fixed Assets Distributions Asset Distribution - Transfers Asset Non Op Land & Bldgs Asset Other - Transfers Asset Other - Disposals Asset Other - Additions Asset Other - B/F Asset Other Reclassified Asset Other Leased Assets Asset Other HP Assets Asset Other Motor Vehicles Asset Other: Computers - Asset Asset Other Fixtures Asset Fixtures Qualifying for CA Asset Fixed Assets - Fixtures Qualify Asset FA Generation Asset Gen Qual WDA Asset Generation Non Qual WDA Asset Capital Contributions Asset Generation Write Offs Asset Capital contributions Quali Asset Capital Contributions Non Q Asset Cap Cont Non Qual WDA Asset Consol will be Disabled Asset Tools Asset Tools Qualifying for CA Asset Tools Qualifying for Revenue Asset Meters Asset Investments Other than Loans Asset Investments - Own share Asset Investments - YEG Holdings Asset Loans Asset Stocks Asset Raw materials / stores Asset WIP Asset Finished goods and goods for r Asset Payment on account Asset Mentor Stock Asset Debtors Asset Trade Debtors Asset Debtors Amounts owed by Group Asset Disco95 Loan Asset Intercompany Debtor - Team tel Asset Debtors Amounts owed by Assoc Asset Debtors Credit Sale Inst not y Asset Debtors Investment in Finance Asset Debtors Prepayments & Accrued Asset Debtors Prepay & Accrued Incom Asset Debtors Dividends Receivable Asset Debtors Purchase of electricity Asset VAT Asset Debtors - Bad Debt Provision Asset PPS Asset Debtors Other Asset Suspense Account Asset Short Term Investments Asset Cash at Bank and in Hand Asset Bank Receipts Asset Midland Treasury Asset Giro Receipts Asset Petty Cash Asset Cash in Suspense Asset Bank 7 Cash Yen A/C Asset YEGas Cash Asset Creditors Asset Creditors Amounts Owed to Group Asset Creditors Interdivisional - Po Asset Stores Control Asset Inter Divisional Transfers Con Asset Transfer Pricing Control Income Asset Transfer Pricing Control Costs Asset PPS Adjustment Control Asset Cash Control Asset NED Cash Collection Control Asset TP Bank Control Asset GAS Cash Collection Account Asset Balancing Control Asset Payments & Stores Control Asset Inter Divisional Transfers Asset Intangible Assets Asset Devlopment Costs Asset Concessions, patents, licenses Asset Goodwill Asset Payment on Account Asset Fixed Assets Invest Prop Asset FA Cap Cont Liability FA Cap Cont Qual WDA Liability Accumulated Depn Generation Liability Accumulated Depn Inv Properti Liability Accumulated Depn Distribution Liability Accum Depn Operational Building Liability Accum Depn Distribution P&M Di Liability Accum Depn Distribution Land Liability Accum Depn Reval Adj Liability Accumulation Depn Op Bldgs Liability Accum Depn Distribution Liability Accumulated Depn Other Liability Output Tax Std 5% Liability Creditors Liability Payroll Deductions Liability Superannuating Liability Trade Creditors Liability Provisions for Liabilities and Liability Capital & Reserves Owners Equity Called Up Share Capital Owners Equity Share Premium Owners Equity Profit & Loss Reserve Owners Equity Turnover Revenue Gas Sales Revenue YE Gas Brigg Charges Revenue Turn Other Internal Revenue Turn Int Cap profit Revenue Turnover Int Co Capital Prof Revenue Other Operating Income Revenue Income from Investments Revenue Sale of FA Investments Revenue Int Received/Receivable Revenue Test Only Not for Use Expense VAT Memorandum Account Expense Chargeable Output tax Std 5% Expense VAT Input Car Leasing 50% Disa Expense VAT Input Overseas Services Expense GS Failures Expense GS Jobs Expense Average Minutes Lost / Custom Expense OS Failures Expense OS Jobs Expense No of Complaints of Chairman Expense Offer Complaints Expense Other Complaints Expense No Not Answered within Target Expense Units Distributed Expense Units sold Expense Customers Retained No Expense Customers Lost No. Expense Answer Written to Customer Eng Expense Telephone Response Time Expense Quarterly Debtor Days Expense Decrease Bad Debt Prov Expense Electricity Generated - Ovende Expense Availability - Ovenden moor Expense Generation (MW hrs) Commonside Expense Staff costs/Turnover BSD Expense Total Costs / Turnover BSD Expense Mainframe Av Availability Expense Mainframe OP availability Expense Mainframe outtages Expense OP Outages Expense Development Projects Delivered Expense Service Agreement Failures OP Expense Network Availability Expense Average Resolution Times Expense Non Industrial Staff Nos Expense Industrial Staff Nos Expense Overtime % Normal Expense Sickness % Normal Expense Lost Time Accidents Expense 3 Day Absences Expense project Accounting Contrl Expense Miscellaneous Transactions Expense Salaries Oncost Control Expense Distribution - System Charges Expense Car Allowances Control Expense Transport SuspenseCable Oil Location Expense Credit Sale Agreements Expense Staff Expenses suspense Expense Bad Debt Control Expense Drums & Packages Control Expense Sale of Assets Control Expense Control & Suspense - Expense Capital Expenditure Written Of Expense Customer Contributions Control Expense Other Capital Receipts Control Expense Lease Installments Payment Control Expense Credit Sale Deposits Suspense Expense Capital Oncost Suspense Expense Homepower Cash Control Expense Club 24 Control Expense Payments & Stores Control Expense Powerlink Expense Salaries Control Expense Monthly Paid Industrial Staff Expense Batch Differences Suspense Expense NED Suspense for cash collection Expense Drawings Control Expense Mentor Drawings (NED only) Expense CIT Control Account Expense Test Only Not for Use Expense 064 Expense Domestic Gas Expense Turn Other Int Cap - Group Act Expense Turn Int Cap Profit - Group Ac Expense Turn Other Int Cap exc Profit Expense Turn Other Int Rev Expense Turn Other Inter Co Cap Expense .Turn Other Inter Co Cap Profit Expense Turn Other Inter Co Cap Exc Pr Expense Turn Other Inter Co Rev - Group Expense Turnover Inter Co Revenue Natu Expense Turn Other Non Discretionary Expense Cost of Sales Expense Cofs Purch of Electricity Expense Cost of Sales - Gas Costs Expense Cost of Sales - Gas Transportat Expense Cofs Exit Charges Expense Cofs - Other Directs Expense Distribution Costs Expense Dist Indirect Expense Distribution Costs Expense Dist Indirect Expense Cont Accs nil co wide Expense Admin Costs Expense Admin Non Discretionary Expense Admin Indirects Expense Gas YEL Recharges Retail Expense Gas Salaries Expense Admin Costs Expense Admin indirect Bad Debts Expense Group Non Discretionary Expense Energy Efficiency Expense Takeover Costs Expense Sale of FA investments Expense Interest Paid/Payable Expense Int Pay Bank Loans Ext Expense Interest Payable Expense Int Pay Other Loans Expense Interest Payable - Bonds Expense Int Pay Capitalized Expense P & L Taxation Expense Tax Corp - Tax Payable Expense Tax UK Corp Tax Expense Tax Assoc Companies Expense Tax FII - % Expense Tax Adj re earlier years Expense P&L Dividends Expense EXHIBIT E DOCUMENT: COPIES OF PERSONNEL POLICIES AS THEY RELATE TO RULE 48(b): American Electric Power Exempt Employees and Nonexempt Supervisors Relocation Expense Policy . . . . . . . Incorporated by Reference to 1994 Form U5S Annual Report, File No. 30-150 American Electric Power Employee Equipment Installation Program. . . . . See Document below EXHIBIT E DOCUMENT: Employee Equipment Installation Program In the belief that the actions of our employees are examples for our customers and that employees play an important role in demonstrating efficient electric concepts, AEPSC offers an Employee Equipment Installation Program. The availability of this program within an operating company is subject to legislative limitations existing within each state. All operating companies and AEP subsidiaries (Fuel Supply, United Mine Workers, Barge Division, etc.) may offer active employees an Equipment Installation Program. This is available to regular, active employees, including those who do not receive retail electric service from an AEP operating Company. Two Equipment Installation Program options for employees are available. These are as follows: Option #1 The company will finance approved HVAC equipment installations for heat pumps and dual fuel heat pump at 2% simple interest per annum. Note - The 2% financing option may NOT be available in all operating companies due to regulatory restrictions. The minimum finance rate of 2.0% is offered in lieu of any sort of company sponsored employee rebate/installation allowance program. Employees that prefer a cash rebate and/or installation allowance may opt for Option #2. Option #2 The company will offer a rebate and/or an equipment installation allowance. The difference between allowances for employees converting from fossil fuel or constructing a new home and allowances for employees with existing electric heat helps offset the cost of adding breakers/increasing switch gear size. The allowances are as follows: For Employees With Existing Electric Heat Heat Pump $300 Allowance Dual Fuel Heat Pump $200 Allowance For Employees Without Electric Heat Or Constructing A New Home Heat Pump $600 Allowance Dual Fuel Heat Pump $400 Allowance If an employee selects this Option #2 rebate/installation allowance, a minimum loan of not less than 8% simple interest per annum (maximum term 10 years) can be offered for any HVAC system that meets company specifications. Generally speaking, program Options #1 and #2 will be available to all active, regular, employees of any AEP System Company or subsidiary but only for their primary residence. Employees on Long-Term Disability (LTD) cannot apply for participation in a finance program until such time as they return to an active employee status; however, such employees are eligible to receive the rebate/installation allowance under Option #2. The operating company that is the employer of the employees will be responsible for implementing this program for their employee regardless of where the employee lives. Accounting instructions issued by AEPSC Treasury Staff and C&MS Department Policy memos have been issued for these programs. Only those equipment installation options that can be financed or receive rebates for employees by an operating company are: Equipment Efficiency and Control Requirements * High Efficiency Heat Pump (minimum SEER rating of 10). * Dual Fuel Heat Pumps (Efficiency minimum same as high efficiency heat pump criteria listed above). Repayment of finance Options #1 and #2 should be made through payroll deductions. The period for any loan cannot exceed ten years. Repayment of loans by persons on Long-Term Disability or employees called to active duty by the armed forces will be deferred until such time as the employee returns to active status. A loan will not exceed the installed cost of the equipment to be financed and may include the cost of wiring but exclude any physical modification to the home and/or major ductwork installation except for minor ductwork modifications required by an equipment replacement. Retiree/Surviving Spouse Allowance Program AEP System retirees or their surviving spouses will be eligible to receive the rebate/wiring allowance Portion of Option #2. Eligibility for this group is limited only to those retirees or their surviving spouses who are retail customers of an AEP operating company that offers the program. Also, the rebate is a one-time payment for a retiree/surviving spouse and is applicable only for their principle place of residence. EXHIBIT F SCHEDULES SUPPORTING ITEMS OF THE REPORT SCHEDULE SUPPORTING ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS The following tables show the intercompany transactions recorded pursuant to the AFFILIATED TRANSACTIONS AGREEMENT.
KINGSPORT POWER COMPANY PAGE 1 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 0 0 0 0 0 0 0 0 0 KEY ACCOUNTS 27,001 0 27,001 0 0 0 0 0 0 ECONOMIC DEVELOPMENT 0 0 0 0 0 0 0 0 0 BUSINESS SERVICES 27,178 0 27,178 0 0 0 0 0 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 12,203 0 12,203 0 0 0 0 0 0 CUSTOMER SERVICES 6,123 0 6,123 0 0 0 0 0 0 ENG - ENGINEERING & PLANNING 18,076 0 18,076 0 0 0 0 0 0 ENG - ENGINEERING & DRAFTING 9 0 9 0 0 0 0 0 0 OPERATIONS - ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 OPERATIONS - METER 2,647 0 2,647 0 0 0 0 0 0 OPERATIONS - LINE 13,204 0 13,204 0 0 0 0 0 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 0 0 0 0 0 0 0 0 0 RIGHT OF WAY MAINTENANCE 0 0 0 0 0 0 0 0 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 0 0 0 0 0 0 0 0 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS 0 0 0 0 0 0 0 0 0 JOINT USE 0 0 0 0 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 0 0 0 0 0 0 0 0 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL 4,297 0 4,297 0 0 0 0 0 0 STATION 73,918 0 73,918 0 0 0 0 0 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/RIGHT OF WAY 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/SURVEY 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL ENG. 0 0 0 0 0 0 0 0 0 STATION ENGINEERING 0 0 0 0 0 0 0 0 0 STATION CONSTRUCTION, O&M ADMIN SYSTEM MAINT., TOOLS & EQUIP. 0 0 0 0 0 0 0 0 0 OPERATIONS CENTER 0 0 0 0 0 0 0 0 0
KINGSPORT POWER COMPANY PAGE 2 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 0 0 0 0 0 0 0 0 0 METER OPERATIONS 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 3,378 0 3,378 0 0 0 0 0 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 0 0 0 0 0 0 0 0 0 LAND MANAGEMENT-REAL ESTATE 0 0 0 0 0 0 0 0 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 0 0 0 0 0 0 0 0 0 CORPORATE COMMUNICATIONS 0 0 0 0 0 0 0 0 0 RATES 0 0 0 0 0 0 0 0 0 OTHER ADMINISTRATIVE GROUPS 165 0 165 0 0 0 0 0 0 ACCOUNTING ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 ACCOUNTS PAYABLE 0 0 0 0 0 0 0 0 0 CASH MANAGEMENT 0 0 0 0 0 0 0 0 0 CENTRALIZED CASH 0 0 0 0 0 0 0 0 0 CUSTOMER ACCOUNTING 0 0 0 0 0 0 0 0 0 DATA PROCESSING 0 0 0 0 0 0 0 0 0 ELECTRIC PLANT 0 0 0 0 0 0 0 0 0 GENERAL RECORDS 0 0 0 0 0 0 0 0 0 REPORTS 0 0 0 0 0 0 0 0 0 PC & SOFTWARE SUPPORT 0 0 0 0 0 0 0 0 0 CORPORATE SERVICES CORPORATE SERVICES-ADMIN 0 0 0 0 0 0 0 0 0 FLEET MANAGEMENT 19,090 0 17,395 0 0 731 0 0 964 BUILDING SERVICES 2,374 0 2,374 0 0 0 0 0 0 OFFICES SERVICES 0 0 0 0 0 0 0 0 0 LABOR FRINGES ON O&M LABOR 56,066 0 56,066 0 0 0 0 0 0 TOTAL O&M COSTS 265,729 0 264,034 0 0 731 0 0 964 CONSTRUCTION, RETIREMENT,OTHER WIP 155,732 0 155,636 0 96 0 0 0 0 MATERIAL & SUPPLY COSTS 12,752 0 11,487 1,207 58 0 0 0 0 FACILITY COSTS 2,226 0 0 0 0 0 0 0 2,226 INVESTMENT CARRYING CHARGES 4,956 0 0 0 0 0 0 0 4,956 COMPANY TOTAL 441,395 0 431,157 1,207 154 731 0 0 8,146
APPALACHIAN POWER COMPANY PAGE 3 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 18,294 119 0 17,898 203 0 0 74 0 KEY ACCOUNTS 49,178 21,267 0 27,436 103 0 0 372 0 ECONOMIC DEVELOPMENT 7,242 7,242 0 0 0 0 0 0 0 BUSINESS SERVICES 62,607 19,952 0 19,988 440 12,696 1,121 8,411 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 33,344 30,418 0 (893) 0 0 0 3,819 0 CUSTOMER SERVICES 75,719 73,019 0 628 0 0 220 1,852 0 ENG - ENGINEERING & PLANNING 5,128 3,861 0 1,014 127 24 0 102 0 ENG - ENGINEERING & DRAFTING 16,694 14,811 0 240 0 0 0 1,644 0 OPERATIONS - ADMINISTRATIVE 15,974 15,001 0 724 93 0 0 156 0 OPERATIONS - METER 11,977 8,519 0 0 0 3,457 0 1 0 OPERATIONS - LINE 26,856 5,006 0 15,859 313 830 373 4,475 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 63 0 0 63 0 0 0 0 0 RIGHT OF WAY MAINTENANCE 26,673 12,704 0 13,969 0 0 0 0 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 93 0 0 93 0 0 0 0 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS 9,618 0 0 0 4,823 2,877 0 1,918 0 JOINT USE 1,045 0 0 1,045 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 84,216 83,494 0 722 0 0 0 0 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 20,102 2,160 0 17,943 0 0 0 0 0 PROTECTION & CONTROL 36,320 1,012 0 33,793 16 0 0 1,500 0 STATION 97,977 35,142 0 39,031 0 0 0 23,804 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 13 0 0 0 0 0 0 0 13 LINE ENGINEERING/RIGHT OF WAY 265 13 0 252 0 0 0 0 0 LINE ENGINEERING/SURVEY 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL ENG. 0 0 0 0 0 0 0 0 0 STATION ENGINEERING 0 0 0 0 0 0 0 0 0 STATION CONSTRUCTION, O&M ADMIN SYSTEM MAINT., TOOLS & EQUIP. 97,507 4,121 0 85,975 480 1,023 213 5,695 0 OPERATIONS CENTER 568,260 212,648 0 348,367 6,911 0 0 334 0
APPALACHIAN POWER COMPANY PAGE 4 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 3,217 268 0 2,949 0 0 0 0 0 METER OPERATIONS 5,481 4,522 0 75 435 48 0 401 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 74,334 10,598 0 (9,713) 0 1 0 73,448 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 0 0 0 0 0 0 0 0 0 LAND MANAGEMENT-REAL ESTATE 1,218 0 0 1,218 0 0 0 0 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 54,960 20,900 0 439 0 74 32,968 579 0 CORPORATE COMMUNICATIONS 7,265 1,987 0 0 0 0 5,278 0 0 RATES 30,203 33 0 0 0 0 30,170 0 0 OTHER ADMINISTRATIVE GROUPS 66,044 3,028 0 14,469 12,800 4,800 2,000 28,947 0 ACCOUNTING ADMINISTRATIVE 19,022 14,813 0 1,143 2,235 0 831 0 0 ACCOUNTS PAYABLE 5,691 4,889 0 0 203 0 0 599 0 CASH MANAGEMENT 0 0 0 0 0 0 0 0 0 CENTRALIZED CASH 9,955 9,955 0 0 0 0 0 0 0 CUSTOMER ACCOUNTING 13,463 13,463 0 0 0 0 0 0 0 DATA PROCESSING 10,829 10,829 0 0 0 0 0 0 0 ELECTRIC PLANT 5,145 5,145 0 0 0 0 0 0 0 GENERAL RECORDS 47,787 45,733 0 0 0 0 2,054 0 0 REPORTS 12,510 12,289 0 0 0 0 221 0 0 PC & SOFTWARE SUPPORT 4,562 4,379 0 0 0 0 183 0 0 CORPORATE SERVICES CORPORATE SERVICES-ADMIN 3,084 2,369 0 715 0 0 0 0 0 FLEET MANAGEMENT 264,348 22,611 0 215,781 109 548 272 14,354 10,673 BUILDING SERVICES 11,111 9,351 0 6 0 0 0 1,754 0 OFFICES SERVICES 10,793 10,785 0 0 0 8 0 0 0 LABOR FRINGES ON O&M LABOR 385,280 176,006 0 161,976 2,396 3,763 16,581 24,557 0 TOTAL O&M COSTS 2,311,468 934,459 0 1,013,204 31,687 30,148 92,486 198,797 10,686 CONSTRUCTION,RETIREMENT,OTHER WIP 1,582,186 304,577 0 1,032,176 32,729 13,526 3,037 196,141 0 MATERIAL & SUPPLY COSTS 1,284,424 113,147 0 773,811 77,293 87,988 12,552 219,633 0 FACILITY COSTS 448,694 0 0 5,221 60,482 594 0 39,222 343,175 INVESTMENT CARRYING CHARGES 177,509 0 0 5,017 31,878 1,102 0 83,551 55,961 COMPANY TOTAL 5,804,281 1,352,183 0 2,829,429 234,069 133,358 108,075 737,344 409,822
KENTUCKY POWER COMPANY PAGE 5 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 2,065 700 0 0 0 0 0 1,365 0 KEY ACCOUNTS 203,070 0 188,632 0 0 0 14,438 0 0 ECONOMIC DEVELOPMENT 0 0 0 0 0 0 0 0 0 BUSINESS SERVICES 3,011 55 2,407 0 0 165 117 267 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 13,680 0 7,369 0 0 0 14 6,297 0 CUSTOMER SERVICES 363,200 (100) 322,468 0 0 0 0 40,832 0 ENG - ENGINEERING & PLANNING 28,313 0 11,020 0 12,715 0 0 4,578 0 ENG - ENGINEERING & DRAFTING 228 0 0 0 0 0 0 228 0 OPERATIONS - ADMINISTRATIVE 33,325 0 17,627 0 0 4,205 0 11,493 0 OPERATIONS - METER 0 0 0 0 0 0 0 0 0 OPERATIONS - LINE 374,480 672 364,546 0 87 70 0 9,105 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 0 0 0 0 0 0 0 0 0 RIGHT OF WAY MAINTENANCE 0 0 0 0 0 0 0 0 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 0 0 0 0 0 0 0 0 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS 0 0 0 0 0 0 0 0 0 JOINT USE 0 0 0 0 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 248,761 0 0 0 0 0 248,761 0 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 169,706 3,879 70,418 0 3,225 28,439 2,884 60,861 0 PROTECTION & CONTROL 24,450 15 24,364 0 0 0 0 71 0 STATION 155,306 397 125,918 0 (816) 3,654 183 25,969 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 1,111 0 557 0 277 0 0 277 0 LINE ENGINEERING/RIGHT OF WAY 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/SURVEY 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL ENG. 0 0 0 0 0 0 0 0 0 STATION ENGINEERING 0 0 0 0 0 0 0 0 0 STATION CONSTRUCTION, O&M ADMIN SYSTEM MAINT., TOOLS & EQUIP. 0 0 0 0 0 0 0 0 0 OPERATIONS CENTER 0 0 0 0 0 0 0 0 0
KENTUCKY POWER COMPANY PAGE 6 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 4,975 0 2,437 0 0 762 0 1,776 0 METER OPERATIONS 44,107 0 35,822 0 0 12 0 8,273 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 32,807 (410) 28,599 0 375 1,846 0 2,397 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 0 0 0 0 0 0 0 0 0 LAND MANAGEMENT-REAL ESTATE 0 0 0 0 0 0 0 0 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 0 0 0 0 0 0 0 0 0 CORPORATE COMMUNICATIONS 0 0 0 0 0 0 0 0 0 RATES 0 0 0 0 0 0 0 0 0 OTHER ADMINISTRATIVE GROUPS (5,264) (2,049) 0 0 0 (3,215) 0 0 0 ACCOUNTING ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 ACCOUNTS PAYABLE 0 0 0 0 0 0 0 0 0 CASH MANAGEMENT 0 0 0 0 0 0 0 0 0 CENTRALIZED CASH 0 0 0 0 0 0 0 0 0 CUSTOMER ACCOUNTING 0 0 0 0 0 0 0 0 0 DATA PROCESSING 0 0 0 0 0 0 0 0 0 ELECTRIC PLANT 0 0 0 0 0 0 0 0 0 GENERAL RECORDS 0 0 0 0 0 0 0 0 0 REPORTS 0 0 0 0 0 0 0 0 0 PC & SOFTWARE SUPPORT 0 0 0 0 0 0 0 0 0 CORPORATE SERVICES CORPORATE SERVICES-ADMIN 0 0 0 0 0 0 0 0 0 FLEET MANAGEMENT 13,017 2,798 4,010 0 0 589 17 3,508 2,095 BUILDING SERVICES 15,788 0 6,742 0 0 0 0 9,046 0 OFFICES SERVICES 31 0 31 0 0 0 0 0 0 LABOR FRINGES ON O&M LABOR 360,324 546 256,287 0 3,303 6,301 55,747 38,140 0 TOTAL O&M COSTS 2,086,491 6,503 1,469,256 0 19,166 42,828 322,161 224,482 2,095 CONSTRUCTION, RETIREMENT, OTHER WIP 1,265,128 0 1,062,582 0 12,586 33,621 0 156,339 0 MATERIAL & SUPPLY COSTS 207,386 1,352 172,532 0 (51,863) 5,459 795 79,111 0 FACILITY COSTS 206,364 0 49,356 0 0 0 0 43,188 113,820 INVESTMENT CARRYING CHARGES 236,208 0 56,496 0 0 0 0 49,440 130,272 COMPANY TOTAL 4,001,577 7,855 2,810,222 0 (20,111) 81,908 322,956 552,560 246,187
INDIANA MICHIGAN POWER COMPANY PAGE 7 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 2,217 654 0 452 0 20 0 1,091 0 KEY ACCOUNTS 13,631 723 2,537 0 0 4,567 0 5,804 0 ECONOMIC DEVELOPMENT (6) (6) 0 0 0 0 0 0 0 BUSINESS SERVICES 0 0 0 0 0 0 0 0 0 MARKETING SUPPORT SERVICES 9,288 0 0 0 0 0 0 9,288 0 DISTRIBUTION REGIONS MANAGERIAL (1,141) (80) (434) 0 0 (473) (200) 46 0 CUSTOMER SERVICES 5,038 74 100 0 0 793 0 4,071 0 ENG - ENGINEERING & PLANNING 683 0 683 0 0 0 0 0 0 ENG - ENGINEERING & DRAFTING 0 0 0 0 0 0 0 0 0 OPERATIONS - ADMINISTRATIVE 10 0 10 0 0 0 0 0 0 OPERATIONS - METER 28 0 0 28 0 0 0 0 0 OPERATIONS - LINE 11,146 545 7,645 (22) 0 (299) 1,628 1,649 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 1,804 0 0 0 0 0 0 1,804 0 RIGHT OF WAY MAINTENANCE 1,916 0 0 0 0 0 249 1,667 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 3,774 0 0 0 0 0 0 3,774 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS 0 0 0 0 0 0 0 0 0 JOINT USE 386 0 0 386 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 64,777 0 0 0 0 64,530 0 247 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 4,361 0 (55) 0 0 2,125 626 1,665 0 PROTECTION & CONTROL (308) 0 (308) 0 0 0 0 0 0 STATION 53,898 4 2,409 0 0 89 (3) 51,399 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 78 0 78 0 0 0 0 0 0 LINE ENGINEERING/RIGHT OF WAY 3,234 0 709 0 0 0 0 2,525 0 LINE ENGINEERING/SURVEY 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL ENG. 0 0 0 0 0 0 0 0 0 STATION ENGINEERING 0 0 0 0 0 0 0 0 0 STATION CONSTRUCTION, O&M ADMIN SYSTEM MAINT., TOOLS & EQUIP. 22,836 1 7,586 26 0 (29) 1,091 14,161 0 OPERATIONS CENTER 1,123 0 449 225 0 0 449 0 0
INDIANA MICHIGAN POWER COMPANY PAGE 8 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 0 0 0 0 0 0 0 0 0 METER OPERATIONS 4,760 775 0 0 0 0 0 3,985 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 1 1 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 28,027 0 4,835 688 0 0 0 22,504 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 0 0 0 0 0 0 0 0 0 LAND MANAGEMENT-REAL ESTATE 0 0 0 0 0 0 0 0 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 0 0 0 0 0 0 0 0 0 CORPORATE COMMUNICATIONS 3,596 200 1,597 998 0 0 0 801 0 RATES 0 0 0 0 0 0 0 0 0 OTHER ADMINISTRATIVE GROUPS (622) 13 (122) 159 0 (2,209) 837 619 81 ACCOUNTING ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 ACCOUNTS PAYABLE 0 0 0 0 0 0 0 0 0 CASH MANAGEMENT 0 0 0 0 0 0 0 0 0 CENTRALIZED CASH 0 0 0 0 0 0 0 0 0 CUSTOMER ACCOUNTING 0 0 0 0 0 0 0 0 0 DATA PROCESSING 0 0 0 0 0 0 0 0 0 ELECTRIC PLANT 0 0 0 0 0 0 0 0 0 GENERAL RECORDS 0 0 0 0 0 0 0 0 0 REPORTS 0 0 0 0 0 0 0 0 0 PC & SOFTWARE SUPPORT 0 0 0 0 0 0 0 0 0 CORPORATE SERVICES CORPORATE SERVICES-ADMIN (1,535) (535) 0 0 0 0 0 (1,000) 0 FLEET MANAGEMENT 144,231 1,791 142 4,644 0 150 74 129,488 7,942 BUILDING SERVICES 8,007 55 58 650 0 1,072 59 6,113 0 OFFICES SERVICES 3,144 234 2,910 0 0 0 0 0 0 LABOR FRINGES ON O&M LABOR 27,796 42 4,079 312 0 862 688 21,814 0 TOTAL O&M COSTS 416,178 4,491 34,908 8,546 0 71,198 5,498 283,514 8,023 CONSTRUCTION, RETIREMENT, OTHER WIP 205,052 0 12,187 1,507 0 10,751 0 180,607 0 MATERIAL & SUPPLY COSTS 739,635 142 210,431 15,103 0 8,913 1,337 503,709 0 FACILITY COSTS 1,541,030 0 0 0 0 0 0 0 1,541,030 INVESTMENT CARRYING CHARGES 370 0 0 0 0 0 0 0 370 COMPANY TOTAL 2,902,265 4,633 257,526 25,156 0 90,862 6,835 967,830 1,549,423
WHEELING POWER COMPANY PAGE 9 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 523 0 0 0 0 248 0 275 0 KEY ACCOUNTS 0 0 0 0 0 0 0 0 0 ECONOMIC DEVELOPMENT 0 0 0 0 0 0 0 0 0 BUSINESS SERVICES 0 0 0 0 0 0 0 0 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 0 0 0 0 0 0 0 0 0 CUSTOMER SERVICES 0 0 0 0 0 0 0 0 0 ENG - ENGINEERING & PLANNING 91 0 0 0 0 0 0 91 0 ENG - ENGINEERING & DRAFTING 38 0 0 0 0 0 0 38 0 OPERATIONS - ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 OPERATIONS - METER 15,172 0 0 0 48 0 0 15,124 0 OPERATIONS - LINE 8,919 0 0 0 505 5,088 0 3,326 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 0 0 0 0 0 0 0 0 0 RIGHT OF WAY MAINTENANCE 1,188 0 0 0 0 1,188 0 0 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 0 0 0 0 0 0 0 0 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS 0 0 0 0 0 0 0 0 0 JOINT USE 0 0 0 0 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 0 0 0 0 0 0 0 0 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL 0 0 0 0 0 0 0 0 0 STATION 92,222 50 418 0 0 0 0 91,754 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/RIGHT OF WAY 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/SURVEY 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL ENG. 0 0 0 0 0 0 0 0 0 STATION ENGINEERING 0 0 0 0 0 0 0 0 0 STATION CONSTRUCTION, O&M ADMIN SYSTEM MAINT., TOOLS & EQUIP. 0 0 0 0 0 0 0 0 0 OPERATIONS CENTER 0 0 0 0 0 0 0 0 0
WHEELING POWER COMPANY PAGE 10 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 0 0 0 0 0 0 0 0 0 METER OPERATIONS 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 5,278 0 0 0 0 0 0 5,278 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 0 0 0 0 0 0 0 0 0 LAND MANAGEMENT-REAL ESTATE 0 0 0 0 0 0 0 0 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 0 0 0 0 0 0 0 0 0 CORPORATE COMMUNICATIONS 453 0 0 0 0 0 0 453 0 RATES 0 0 0 0 0 0 0 0 0 OTHER ADMINISTRATIVE GROUPS 0 0 0 0 0 0 0 0 0 ACCOUNTING ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 ACCOUNTS PAYABLE 0 0 0 0 0 0 0 0 0 CASH MANAGEMENT 0 0 0 0 0 0 0 0 0 CENTRALIZED CASH 0 0 0 0 0 0 0 0 0 CUSTOMER ACCOUNTING 0 0 0 0 0 0 0 0 0 DATA PROCESSING 0 0 0 0 0 0 0 0 0 ELECTRIC PLANT 0 0 0 0 0 0 0 0 0 GENERAL RECORDS 0 0 0 0 0 0 0 0 0 REPORTS 0 0 0 0 0 0 0 0 0 PC & SOFTWARE SUPPORT 0 0 0 0 0 0 0 0 0 CORPORATE SERVICES CORPORATE SERVICES-ADMIN 0 0 0 0 0 0 0 0 0 FLEET MANAGEMENT 14,193 371 483 0 0 0 0 13,228 111 BUILDING SERVICES 2,361 0 0 0 0 970 0 1,391 0 OFFICES SERVICES 0 0 0 0 0 0 0 0 0 LABOR FRINGES ON O&M LABOR 30,514 0 109 0 15 1,283 0 29,107 0 TOTAL O&M COSTS 170,951 421 1,010 0 568 8,777 0 160,064 111 CONSTRUCTION, RETIREMENT, OTHER WIP 108,780 0 0 0 0 8,465 0 100,315 0 MATERIAL & SUPPLY COSTS 27,457 0 336 0 122 8 0 26,991 0 FACILITY COSTS 0 0 0 0 0 0 0 0 0 INVESTMENT CARRYING CHARGES 0 0 0 0 0 0 0 0 0 COMPANY TOTAL 307,188 421 1,346 0 690 17,250 0 287,370 111
OHIO POWER COMPANY PAGE 11 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 21,217 0 0 (51) 0 16,519 4,749 0 0 KEY ACCOUNTS 481 0 0 0 0 481 0 0 0 ECONOMIC DEVELOPMENT 0 0 0 0 0 0 0 0 0 BUSINESS SERVICES 39,022 6 144 4,779 640 20,771 12,683 0 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 194,141 1,640 50,536 1,666 0 95,407 44,892 0 0 CUSTOMER SERVICES 538,225 40,991 265,061 105 482 219,275 12,311 0 0 ENG - ENGINEERING & PLANNING 177,358 37 61,749 0 439 49,516 65,617 0 0 ENG - ENGINEERING & DRAFTING 65,799 0 4 (5) 0 (1,925) 67,725 0 0 OPERATIONS - ADMINISTRATIVE 53,651 0 180 0 1,090 (341) 52,722 0 0 OPERATIONS - METER 56,574 0 2,034 400 0 29,180 24,959 0 0 OPERATIONS - LINE 721,850 20 293,416 29,825 443 355,710 42,435 0 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 5,000 0 0 0 0 4,695 306 0 0 RIGHT OF WAY MAINTENANCE 1,006 0 0 0 0 0 1,006 0 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 0 0 0 0 0 0 0 0 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS 0 0 0 0 0 0 0 0 0 JOINT USE 29,961 0 0 1,448 0 26,767 1,746 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 25,779 0 0 0 0 25,779 0 0 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 533,902 (39,000) 165,820 42,254 388 346,908 17,532 0 0 PROTECTION & CONTROL 89,471 0 14,627 9,649 1,304 42,584 21,306 0 0 STATION 396,862 8,283 20,953 8,178 (2,025) 262,798 98,675 0 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/RIGHT OF WAY 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/SURVEY 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL ENG. 0 0 0 0 0 0 0 0 0 STATION ENGINEERING 0 0 0 0 0 0 0 0 0 STATION CONSTRUCTION, O&M ADMIN SYSTEM MAINT., TOOLS & EQUIP. 14,673 0 4,390 22 325 9,536 399 0 0 OPERATIONS CENTER 889,565 0 8,174 0 9,622 786,740 85,029 0 0
OHIO POWER COMPANY PAGE 12 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 126 0 0 0 0 126 0 0 0 METER OPERATIONS 233,150 0 4,276 9,142 2,461 199,730 17,540 0 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 36,513 0 16,029 252 0 3,371 16,861 0 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 2,472 0 105 55 176 2,125 10 0 0 LAND MANAGEMENT-REAL ESTATE 2,478 0 0 0 184 2,189 106 0 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 1,508 0 0 0 0 1,508 0 0 0 CORPORATE COMMUNICATIONS 18,500 0 0 0 0 17,303 1,197 0 0 RATES 0 0 0 0 0 0 0 0 0 OTHER ADMINISTRATIVE GROUPS 326,582 4,922 131,875 59,022 146,000 (25,716) 10,479 0 0 ACCOUNTING ADMINISTRATIVE 72 0 32 0 0 0 40 0 0 ACCOUNTS PAYABLE 0 0 0 0 0 0 0 0 0 CASH MANAGEMENT 2 0 0 0 0 2 0 0 0 CENTRALIZED CASH 0 0 0 0 0 0 0 0 0 CUSTOMER ACCOUNTING 24 0 0 0 0 24 0 0 0 DATA PROCESSING 142 0 0 0 0 142 0 0 0 ELECTRIC PLANT 139 0 0 0 0 139 0 0 0 GENERAL RECORDS 0 0 0 0 0 0 0 0 0 REPORTS 514 0 0 0 0 514 0 0 0 PC & SOFTWARE SUPPORT 0 0 0 0 0 0 0 0 0 CORPORATE SERVICES CORPORATE SERVICES-ADMIN 0 0 0 0 0 0 0 0 0 FLEET MANAGEMENT 186,756 242 11,467 2,231 12,684 102,318 45,230 0 12,583 BUILDING SERVICES 52,320 1,730 1,122 322 (2,448) 13,970 37,624 0 0 OFFICES SERVICES 712,816 1,187 12,348 11,390 7,415 677,104 3,372 0 0 LABOR FRINGES ON O&M LABOR 1,313,802 3,530 281,204 27,100 4,237 789,581 208,151 0 0 TOTAL O&M COSTS 6,742,449 23,588 1,345,547 207,782 183,417 4,074,830 894,702 0 12,583 CONSTRUCTION, RETIREMENT, OTHER WIP 4,705,116 538 927,691 214,414 87,297 2,973,829 501,347 0 0 MATERIAL & SUPPLY COSTS 3,127,670 4,029 498,761 345,217 223,631 1,916,515 139,517 0 0 FACILITY COSTS 523,968 0 17,148 11,436 0 84,264 27,792 0 383,328 INVESTMENT CARRYING CHARGES 1,076,952 0 117,972 74,376 12,816 519,324 48,180 0 304,284 COMPANY TOTAL 16,176,155 28,155 2,907,119 853,225 507,161 9,568,762 1,611,538 0 700,195
COLUMBUS SOUTHERN POWER COMPANY PAGE 13 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 197,637 0 0 0 0 0 8,800 188,837 0 KEY ACCOUNTS 233,663 0 408 0 881 0 0 232,374 0 ECONOMIC DEVELOPMENT 217,936 0 0 0 0 0 0 217,936 0 BUSINESS SERVICES 101,453 (8,031) 0 0 18,241 0 1,140 90,102 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 52,397 0 13,434 0 2,176 0 0 36,787 0 CUSTOMER SERVICES 101,872 51 15,033 530 2,210 0 1,113 82,934 0 ENG - ENGINEERING & PLANNING 64,752 16 20,965 0 3,191 0 0 40,579 0 ENG - ENGINEERING & DRAFTING 18,196 0 2,202 0 0 0 0 15,994 0 OPERATIONS - ADMINISTRATIVE 57,584 0 8,027 0 0 0 0 49,557 0 OPERATIONS - METER 35,792 0 7,379 93 0 0 0 28,320 0 OPERATIONS - LINE 135,695 6,987 26,019 175 6,286 0 45 96,183 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 156,268 0 691 0 1,702 0 6,257 147,618 0 RIGHT OF WAY MAINTENANCE 267 0 0 50 0 0 14 204 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 81,201 0 411 751 353 0 3,690 75,995 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS 23,390 0 0 0 10,124 0 698 12,568 0 JOINT USE 0 0 0 0 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 3,147,330 1,572 0 132 0 0 0 3,145,627 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 13,603 0 1,650 1,145 0 0 505 10,304 0 PROTECTION & CONTROL 69,106 0 7,829 3,472 0 0 1,962 55,843 0 STATION 793,956 3,105 101,024 31,631 1,495 0 23,104 633,538 59 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/RIGHT OF WAY 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/SURVEY 0 0 0 0 0 0 0 0 0 PROTECTION & CONTROL ENG. 0 0 0 0 0 0 0 0 0 STATION ENGINEERING 0 0 0 0 0 0 0 0 0 STATION CONSTRUCTION, O&M ADMIN SYSTEM MAINT., TOOLS & EQUIP. 126,502 916 1,557 0 7,871 0 2,202 113,957 0 OPERATIONS CENTER 117,823 0 0 0 0 0 5,167 112,656 0
COLUMBUS SOUTHERN POWER COMPANY PAGE 14 1997 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 0 0 0 0 0 0 0 0 0 METER OPERATIONS 27 0 0 0 0 0 1 25 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 213,552 1,081 19,325 6,737 34,047 0 412 151,950 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 81,028 0 0 0 666 0 44 80,317 0 LAND MANAGEMENT-REAL ESTATE 124,802 0 78 0 19,032 0 542 105,149 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 STATE PRES/ENVIR & GOV'T AFF 362,043 0 0 0 0 0 0 362,043 0 CORPORATE COMMUNICATIONS 205,790 0 0 0 0 0 0 205,790 0 RATES 243,982 0 0 0 0 0 0 243,982 0 OTHER ADMINISTRATIVE GROUPS 228,193 (3,026) 379 257 24 0 3,846 218,059 8,654 ACCOUNTING ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 ACCOUNTS PAYABLE 0 0 0 0 0 0 0 0 0 CASH MANAGEMENT 0 0 0 0 0 0 0 0 0 CENTRALIZED CASH 0 0 0 0 0 0 0 0 0 CUSTOMER ACCOUNTING 0 0 0 0 0 0 0 0 0 DATA PROCESSING 0 0 0 0 0 0 0 0 0 ELECTRIC PLANT 0 0 0 0 0 0 0 0 0 GENERAL RECORDS 0 0 0 0 0 0 0 0 0 REPORTS 0 0 0 0 0 0 0 0 0 PC & SOFTWARE SUPPORT 0 0 0 0 0 0 0 0 0 CORPORATE SERVICES CORPORATE SERVICES-ADMIN 137,156 0 2,150 0 0 0 7,497 127,509 0 FLEET MANAGEMENT 269,194 383 2,823 3,075 582 0 3,759 83,832 174,740 BUILDING SERVICES 456,105 102 18,576 25 0 0 24,442 412,916 45 OFFICES SERVICES 55,077 0 534 0 1,111 0 1,623 51,809 0 LABOR FRINGES ON O&M LABOR 1,886,304 (2,631) 62,066 9,117 23,582 0 22,170 1,772,000 0 TOTAL O&M COSTS 10,009,677 526 312,563 57,190 133,574 0 119,033 9,203,293 183,499 CONSTRUCTION, RETIREMENT, OTHER WIP 1,475,329 329 61,653 38,606 83,336 0 75,649 1,215,756 0 MATERIAL & SUPPLY COSTS 288,717 2,376 30,149 4,257 57,930 0 547 193,458 0 FACILITY COSTS 2,184,360 0 24,792 2,964 28,248 0 34,368 1,224,276 869,712 INVESTMENT CARRYING CHARGES 980,940 0 3,540 1,656 15,804 0 13,392 443,976 502,572 COMPANY TOTAL 14,939,023 3,231 432,697 104,673 318,892 0 242,989 12,280,759 1,555,783
1997 INTERCOMPANY BILLING COSTS INCURRED SUMMARY BY COMPANY PAGE 15 COMPANY BENEFITING FROM WORK --> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP COMPANY PROVIDING SERVICE KINGSPORT POWER 441,395 0 431,157 1,207 154 731 0 0 8,146 APPALACHIAN POWER 5,804,281 1,352,183 0 2,829,429 234,069 133,358 108,075 737,344 409,822 KENTUCKY POWER 4,001,577 7,855 2,810,222 0 (20,111) 81,908 322,956 552,560 246,187 INDIANA MICHIGAN POWER 2,902,265 4,633 257,526 25,156 0 90,862 6,835 967,830 1,549,423 WHEELING POWER 307,188 421 1,346 0 690 17,250 0 287,370 111 OHIO POWER 16,176,155 28,155 2,907,119 853,225 507,161 9,568,762 1,611,538 0 700,195 COLUMBUS SOUTHERN POWER 14,939,023 3,231 432,697 104,673 318,892 0 242,989 12,280,759 1,555,783 TOTAL 44,571,885 1,396,478 6,840,067 3,813,690 1,040,855 9,892,872 2,292,393 14,825,863 4,469,667 1997 INTERCOMPANY BILLING COSTS INCURRED SUMMARY BY EXPENDITURE CATEGORY COMPANY BENEFITING FROM WORK--> TOTAL KGPCo APCo KEPCo I&M CSPCo WPCo OPCo AEP EXPENDITURE CATEGORY O&M 22,002,944 969,988 3,427,318 1,286,722 368,412 4,228,513 1,433,880 10,070,150 217,961 CONSTRUCTION, RETIREMENT, OTHER WIP 9,497,323 305,444 2,219,749 1,286,703 216,044 3,040,192 580,033 1,849,158 0 MATERIAL & SUPPLIES 5,688,041 121,046 923,696 1,139,595 307,171 2,018,883 154,748 1,022,902 0 FACILITY COSTS 4,906,642 0 91,296 19,621 88,730 84,858 62,160 1,306,686 3,253,291 INVESTMENT CARRYING CHARGES 2,476,935 0 178,008 81,049 60,498 520,426 61,572 576,967 998,415 TOTAL 44,571,885 1,396,478 6,840,067 3,813,690 1,040,855 9,892,872 2,292,393 14,825,863 4,469,667
EXHIBIT G SEE EXHIBIT 27 FOR FINANCIAL DATA SCHEDULES. EXHIBIT H Organization chart showing the relationship of each EWG or foreign utility company in which the system holds an interest to other system companies. Each direct or indirect subsidiary of American Electric Power Company, Inc. listed below is owned by the company immediately above it not indented to the same degree. The percentage ownership is 100% except where noted. American Electric Power Company, Inc. AEP Resources, Inc. AEP Resources International, Ltd. AEP Pushan Power, LDC (a) Nanyang General Light Electric Co., Ltd. (FUCO) (b) AEP Resources Project Management Company. Ltd. AEP Pushan Power, LDC (a) Nanyang General Light Electric Co., Ltd. (FUCO) (b) Yorkshire Power Group Limited (c) Yorkshire Holdings plc Yorkshire Electricity Group plc (FUCO) (a) Owned 99% by AEP Resources International, Ltd. and 1% by AEP Resources Project Management Company, Ltd. (b) AEP Pushan Power, LDC owns 70% and the remaining 30% is owned by two unaffiliated companies. (c) Owned 50% by AEP Resources, Inc. and 50% by an unaffiliated company. As of December 31, 1997 the direct or indirect investment as defined in Rule 53 by AEP Co., Inc. in EWG's and FUCO's was $404,744,000. EXHIBIT I Nanyang General Light Electric Co., Ltd. (NGLE), was organized as a joint venture company in September 1996. To date, audited financial statements are not available, therefore unaudited statements are included in this filing. The unaudited financial statements for NGLE are filed confidentially pursuant to Rule 104(b) of the PUHCA. Yorkshire Power Group Limited's financial statements are filed under Item 10. SIGNATURE The undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, pursuant to the requirements of the Public Utility Holding Company Act of 1935. AMERICAN ELECTRIC POWER COMPANY, INC. By /s/ G. P. Maloney G. P. Maloney Vice President April 29, 1998 EX-27 2 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S
OPUR1 0000004904 AMERICAN ELECTRIC POWER COMPANY, INC. 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 11,632,849 1,358,810 1,518,136 288,011 1,817,540 16,615,346 1,293,435 1,778,782 1,605,017 4,677,234 127,605 46,724 5,129,463 199,285 0 355,790 294,454 0 437,303 101,089 5,246,399 16,615,346 6,161,368 362,560 4,814,354 5,176,914 984,454 59,572 1,044,026 405,815 510,961 17,831 510,961 453,453 236,250 1,197,922 $2.70 $2.70 Net income includes an extraordinary loss of $(109,419,000) for United Kingdom windfall tax. Represents preferred stock dividend requirements of subsidiaries; deducted before computation of net income. EPS includes an extraordinary loss of $(0.58)for United Kingdom windfall tax.
EX-27 3 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000857571 AEP GENERATING COMPANY 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 376,259 6 35,668 1,486 5,639 419,058 1,000 39,235 2,528 42,763 0 0 69,570 11,750 0 0 0 0 1,259 560 293,156 419,058 227,868 3,068 215,760 218,828 9,040 3,603 12,643 3,857 8,786 0 8,786 8,144 0 34,984 0 0 All common stock owned by parent company; no EPS required.
EX-27 4 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000006879 APPALACHIAN POWER COMPANY 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 3,031,989 35,467 332,776 41,975 441,223 3,883,430 260,458 613,048 207,544 1,081,050 22,310 19,747 1,415,026 33,700 0 96,600 79,509 0 48,552 11,558 1,075,378 3,883,430 1,720,010 67,421 1,412,595 1,480,016 239,994 (222) 239,772 119,258 120,514 7,006 113,508 114,436 81,009 280,513 0 0 All common stock owned by parent company; no EPS required.
EX-27 5 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000022198 COLUMBUS SOUTHERN POWER COMPANY 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 1,901,522 33,653 252,516 66,688 359,481 2,613,860 41,026 572,112 138,172 751,310 25,000 0 887,850 4,300 0 62,300 81,750 0 32,649 5,938 762,763 2,613,860 1,139,604 71,726 872,751 944,477 195,127 3,137 198,264 78,885 119,379 2,442 116,937 78,684 55,156 158,740 0 0 All common stock owned by parent company; no EPS required.
EX-27 6 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000050172 INDIANA MICHIGAN POWER COMPANY 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 2,540,560 722,618 273,071 31,060 400,489 3,967,798 56,584 732,472 278,814 1,067,870 68,445 9,435 1,014,237 56,410 0 63,190 35,000 0 161,194 34,033 1,457,983 3,967,798 1,391,917 78,263 1,105,866 1,184,129 207,788 4,415 212,203 65,463 146,740 5,736 141,004 131,260 39,678 260,211 0 0 All common stock owned by parent company; no EPS required.
EX-27 7 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000055373 KENTUCKY POWER COMPANY 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 710,637 6,591 69,239 10,159 90,045 886,671 50,450 128,750 78,076 257,276 0 0 341,051 0 0 36,500 0 0 15,006 3,719 233,119 886,671 359,543 12,140 300,547 312,687 46,856 (464) 46,392 25,646 20,746 0 20,746 26,760 14,867 41,265 0 0 All common stock owned by parent company; no EPS required.
EX-27 8 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000055986 KINGSPORT POWER COMPANY 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 56,567 288 23,433 3 5,598 85,889 4,100 10,800 7,367 22,267 0 0 25,000 5,600 0 0 0 0 1,248 265 31,509 85,889 79,922 825 74,965 75,790 4,132 594 4,726 2,711 2,015 0 2,015 2,255 0 4,897 0 0 All common stock owned by parent company; no EPS required.
EX-27 9 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000073986 OHIO POWER COMPANY 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 2,805,802 113,925 612,468 107,116 523,891 4,163,202 321,201 462,296 590,151 1,373,648 11,850 17,542 1,012,031 10,700 0 68,000 83,195 0 127,180 30,307 1,428,749 4,163,202 1,965,818 128,878 1,560,547 1,689,425 276,393 14,822 291,215 82,526 208,689 2,647 206,042 199,333 45,540 442,018 0 0 All common stock owned by parent company; no EPS required.
EX-27 10 ARTICLE OPUR1 FIN. DATA SCH. FOR U5S WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000106617 WHEELING POWER COMPANY 1,000 12-MOS DEC-31-1997 DEC-31-1997 PER-BOOK 57,930 2,951 11,172 1,568 13,955 87,376 2,428 13,596 5,924 21,948 0 0 26,000 5,975 0 0 0 0 3,851 597 29,005 87,376 85,297 1,828 79,041 80,869 4,428 (255) 4,173 1,982 2,191 0 2,191 2,315 0 5,855 0 0 All common stock owned by parent company; no EPS required.
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