-----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, CJrk4mjfif4dA129NGjONHbzkSDd/hGwBirxl6b3INgLhAqpXbGHNyV6w5b8PeD1 tLDDIdbMw+zKx2tlN8u9+g== 0000004904-99-000055.txt : 19990503 0000004904-99-000055.hdr.sgml : 19990503 ACCESSION NUMBER: 0000004904-99-000055 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990430 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: 99607528 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 File No. 30-150 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM U5S ANNUAL REPORT For the year ended December 31, 1998 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, 1998 TABLE OF CONTENTS Page ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1998. . . . . . . . . . . . . . . . . . . . . . ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS. . . . . . . . . . . ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES . ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. . . . . . ITEM 6. OFFICERS AND DIRECTORS Part I. Names, principal business address and positions held as of December 31, 1998 . . . . . . . . . . Part II. Banking connections. . . . . . . . . . . . . . . Part III. Compensation and other related information . . . ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS . . . . . . . . . . . . . ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Contracts for services or goods between system companies. . . . . . . . . . . . . . . . . . . . Part II. Contracts to purchase services or goods between any system company and any affiliate . . . . . . Part III. Employment of any person by any system company for the performance on a continuing basis of management services. . . . . . . . . . . . . . . ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES . . . . . ITEM 10 FINANCIAL STATEMENTS AND EXHIBITS (Index). . . . . . . . . . SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1998.
Issuer Owner's Number of Common Percent of Book Book Name of Company Shares Owned Voting Power Value (P) Value (P) (1) (2) (3) (4) (5) (in thousands) American Electric Power Company, Inc. (AEP) None None None None AEP Communications, Inc. (AEPC) 100 Shares 100 $ 5,624 $ 5,624 AEP Communications, LLC (AEPCLLC) Uncertificated 100 4,977 4,977 AEP Energy Services, Inc. (AEPES) 100 Shares 100 (15,141) (15,141) AEP Generating Company (AEGCo) 1,000 Shares 100 39,005 39,005 AEP Investments, Inc. (AEPINV) 100 Shares 100 7,378 7,378 AEP Power Marketing, Inc. 100 Shares 100 - - AEP Resources, Inc. (AEPR) 100 Shares 100 155,274 155,274 AEP Resources Australia Holdings Pty Ltd (AEPRAH) 1 Share 100 333,764 333,764 AEP Resources CitiPower I Pty Ltd (AECP1) 1 Share 100 106,803 106,803 Australia's Energy Partnership (AEPNP) Partnership 99 (A) 1,042,438 1,042,438 Marragon (No. 2) Pty Ltd (LDC1) 99 48,049 48,049 CitiPower Pty (PTY) 99 7,935 7,935 Citipower Trust (TRUST) 99 954,551 954,551 Marregon Pty Ltd (AEMAR) 99 - - AEP Resources CitiPower II Pty Ltd (AECP2) 1 Share 100 3,052 3,052 Australia's Energy Partnership (AEPNP) Partnership 1 (A) 10,530 10,530 Marregon (No. 2) Pty Ltd (LDC1) 1 485 485 CitiPower Pty (PTY) 1 80 80 CitiPower Trust (TRUST) 1 9,642 9,642 Marregon Pty Ltd (AEMAR) 1 - - AEP Resources Australia Pty., Ltd. (AEPRA) 3,753,752 Shares 100 9,364 9,364 Pacific Hyrdo Limited 11,600,000 Shares 20 (B) 7,015 9,425 AEP Resources Delaware, Inc. (AEPRD) 1,000 Shares 100 67,196 67,196 AEP Resources Gas Holding Company (AEPRGH) 10 Shares 100 324,800 324,800 AEP Resources Investments, Inc. (AEPRINV)(C) 100 Shares 100 115,554 115,554 LIG Pipeline Company (LIGLINE) 100 Shares 100 115,554 115,554 LIG, Inc. (LIGINC) 100 Shares 100 11,551 11,551 Louisiana Intrastate Gas Company, L.L.C. (LIG) 100 Shares 10 (D) 11,552 11,551 LIG Chemical Company (LIGCHEM) 100 Shares 10 (162) (162) LIG Liquids Company, L.L.C. (LIGLIQ) 10 Shares 1 (E) 116 116 LIG Liquids Company, L.L.C. (LIGLIQ) 90 Shares 9 (E) 1,044 1,044 Tuscaloosa Pipeline Company (TUSCALOOSA) 100 Shares 10 89 89 Louisiana Intrastate Gas Company, L.L.C. (LIG) 900 Shares 90 (D) 103,971 103,971 LIG Chemical Company (LIGCHEM) 900 Shares 90 (1,462) (1,462) LIG Liquids Company, L.L.C. (LIGLIQ) 90 Shares 9 (E) 1,044 1,044 LIG Liquids Company, L.L.C. (LIGLIQ) 810 Shares 81 (E) 9,399 9,399 Tuscaloosa Pipeline Company (TUSCALOOSA) 900 Shares 90 801 801
ITEM 1. (CONTINUED)
Issuer Owner's Number of Common Percent of Book Book Name of Company Shares Owned Voting Power Value (P) Value (P) (1) (2) (3) (4) (5) (in thousands) AEP Resources Ventures, Inc. (VENTURES)(F) 100 Shares 100 26,275 26,275 AEP Acquisition L.L.C. (AEPACQ) Uncertificated 50 (G) 26,166 26,166 Jefferson Island Storage & Hub L.L.C. (JISH) 50 Shares 50 104,488 104,488 AEP Resources Ventures II, Inc. (VENTURES II) 10 Shares 100 26,276 26,276 AEP Acquisition L.L.C. (AEPACQ) Uncertificated 50 (G) 26,166 26,166 Jefferson Island Storage & Hub L.L.C. (JISH) 50 Shares 50 104,488 104,488 AEP Resources Ventures III, Inc. (VENTURES III) 10 Shares 100 - - AEP Resources International, Ltd. (AEPRI) 2 Share 100 32,354 32,354 AEP Pushan Power, LDC (PUSHAN) 99 Shares 99 (H) 31,942 31,942 Nanyang General Light Electric Co., Ltd. (NGLE) (I) 69.3 (I) 34,721 35,088 AEP Resources Mauritius Company (MAURITIUS) 9,900 Shares 99 (H) 81 81 AEP Resources Mauritius Investment Company 100 - - AEP Resources Project Management Company, Ltd. (AEPRPM) 1 Share 100 327 313 AEP Pushan Power, LDC (PUSHAN) 1 Share 1 (H) 323 323 Nanyang General Light Electric Co., Ltd. (NGLE) (I) 0.7 (I) 351 355 AEP Resources Mauritius Company (MAURITIUS) 100 Shares 1 (H) 1 1 Total AEP Resources Project Management Co., Ltd. 324 324 Total AEP Resources International, Ltd. 32,350 32,336 AEP Resources Limited (AEPRL) 1 Share 100 203 203 AEPR Global Investments B.V. (AEPRGI) 40 Shares 100 10 10 AEPR Global Holland Holding B.V. (AEPRGHH) 40 Shares 100 12 12 AEPR Global Ventures B.V. (AEPRGV) 40 Shares 100 8 8 Australian Energy International Pty. Ltd. 100 Shares 16 (J) - - AEI (Loy Yang) Pty. Ltd. 1 Shares 100 - - Yorkshire Power Group Limited 220,000,001 Shares 50 (K) 333,000 325,772 Yorkshire Cayman Holding Limited Shares 100 - - Yorkshire Holdings plc 50,000 Shares 100 - - Yorkshire Electricity Group plc 159,270,953 Shares 100 - - Yorkshire Power Finance Limited 20 Shares 2 (L) - - Yorkshire Power Finance Limited 980 Shares 98 (L) - - Total AEP Resources, Inc. 1,100,699 1,093,471 AEP Resources Service Company (AEPRESC) 110 Shares 100 2,186 2,186 AEP Energy Services International, Limited 1 Shares 100 - - 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 (P) Value (P) (1) (2) (3) (4) (5) (in thousands) Appalachian Power Company* (APCo) 13,499,500 Shares 98.6 1,103,552 1,124,591 Cedar Coal Co. (CeCCo) 2,000 Shares 100 2,381 2,381 Central Appalachian Coal Company** (CACCo) 3,000 Shares 100 273 273 Central Coal Company** (CCCo) 1,500 Shares 50 (M) 604 604 Central Operating Company (COpCo) 1,500 Shares 50 (M) - - Southern Appalachian Coal Company** (SACCo) 6,950 Shares 100 8,068 8,068 West Virginia Power Company** (WVPCo) 100 Shares 100 247 237 Total Appalachian Power Company 11,573 11,563 Columbus Southern Power Company (CSPCo)* 16,410,426 Shares 100 799,959 799,959 Colomet, Inc.** (COLM) 1,500 Shares 100 1,770 1,770 Conesville Coal Preparation Company (CCPC) 100 Shares 100 1,390 1,390 Simco Inc.** (Simco) 90,000 Shares 100 383 383 Ohio Valley Electric Corporation (OVEC) 4,300 Shares 4.3 518 430 Total Columbus Southern Power Company 4,061 3,973 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 1,042,343 1,049,530 Blackhawk Coal Company** (BHCCo) 39,521 Shares 100 66,441 66,441 Price River Coal Company** (PRCCo) 1,091 Shares 100 27 27 Total Indiana Michigan Power Company 66,468 66,468 Kentucky Power Company (KEPCo) 1,009,000 Shares 100 270,652 273,438 Kingsport Power Company (KGPCo) 410,000 Shares 100 24,999 25,655 Ohio Power Company* (OPCo) 27,952,473 Shares 99.1 1,371,036 1,375,449 Cardinal Operating Company (CdOpCo) 250 Shares 50 (N) 101 101 Central Coal Company** (CCCo) 1,500 Shares 50 (M) 604 604 Central Ohio Coal Company (COCCo) 69,000 Shares 100 8 8 Central Operating Company (COpCo) 1,500 Shares 50 (M) - - Southern Ohio Coal Company (SOCCo) 5,000 Shares 100 68,032 68,032 Windsor Coal Company (WCCo) 4,064 Shares 100 15 187 Total Ohio Power Company 68,760 68,932 Ohio Valley Electric Corporation* (OVEC) 39,900 Shares 39.9 4,804 4,082 Indiana-Kentucky Electric Corporation (IKEC) 17,000 Shares 100 (O) 3,400 3,400 Wheeling Power Company (WPCo) 150,000 Shares 100 23,911 24,892 Equity in Subsidiaries - Unallocated 11,476 11,476 Total American Electric Power Company, Inc. 4,849,538 4,885,876 Total All Companies $9,050,725 $9,082,675 ________________________________________________ New subsidiaries added during 1998 are: Name of Company Date and Place of Organization Description of Business AEP Acquistion,L.L.C. November 19, 1998 in State of Delaware To acquire natural gas assets. AEP Resources Australia Holdings Pty Ltd November 13, 1998 in Australia To acquire electric assets. AEP Resources CitiPower I Pty Ltd November 13, 1998 in Australia To acquire electric assets. AEP Resources CitiPower II Pty Ltd November 13, 1998 in Australia To acquire electric assets. AEP Resources Gas Holding Company November 18, 1998 in State of Delaware To acquire natural gas assets. AEP Resources Mauritius Investment Company June 18, 1998 in Mauritius To own and finance electric projects in Mauritius. AEP Resources Ventures II, Inc. November 18, 1998 in State of Delaware To own gas assets. AEP Resources Ventures III, Inc. November 18, 1998 in State of Delaware To provide financing for acquisition of gas assets. Australia's Energy Partnership November 17, 1998 in Australia To acquire electric assets in Australia. CitiPower Pty May 11, 1994 in Australia acquired To own electric assets in December 31, 1998 Australia. CitiPower Trust To own electric assets in Australia. Jefferson Island Storage & Hub L.L.C. August 15, 1996 in State of Delaware. To own natural gas assets. Name changed December 1, 1998 from Equitable Storage Company L.L.C. LIG Chemical Company May 5, 1980 in State of Louisiana To own natural gas assets. acquired December 1, 1998 LIG, Inc. September 5, 1995 in State of Nevada To own natural gas assets. acquired December 1, 1998 LIG Liquids Company, L.L.C. December 29, 1993 in State of Louisiana To own natural gas assets. acquired December 1, 1998 LIG Pipeline Company September 5, 1998 in State of Nevada. To own natural gas assets. Name changed from Equitable Pipeline Company on December 1, 1998 Louisiana Intrastate Gas Company, L.L.C. December 29, 1993 in State of Louisiana To acquire natural gas assets. acquired December 1, 1998 Pacific Hydro Limited October 30, 1992 in Australia 20% ownership acquired March 24, 1998 To own hydroelectric projects. Marregon Pty Ltd November 17, 1998 in Australia To own electric assets in Australia. Marregon (No. 2) Pty Ltd August 19, 1998 in Australia To own electric assets in Australia. Tuscaloosa Pipeline Company May 5, 1980 in State of Louisiana To own natural gas assets. acquired December 1, 1998 Yorkshire Cayman Holding Limited May 21, 1998 in Caymon Islands To provide financing for Yorkshire Electricity Plc. (A) Owned 99% by AEP Resources CitiPower I Pty Ltd and 1% by AEP Resources CitiPower II Pty Ltd. (B) Owned 20% by AEP Resources Australia Pty., Ltd. and 80% by unaffiliated companies. (C) Name changed from AEP Resources Australia Investments, Inc on September 21, 1998. (D) Owned 10% by LIG, Inc. and 90% by LIG Pipeline Company. (E) Owned 10% by LIG Chemical Company and 90% by Louisiana Intrastate Gas Company. (F) Name changed from AEP Resources Australia Ventures, Inc. on September 21, 1998. (G) Owned 50% by AEP Resources Ventures, Inc and 50% by AEP Resources Ventures II, Inc. (H) Owned 99% by AEP Resources International Ltd. and 1% by AEP Resources Project Management Company Ltd. (I) 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. (J) AEP Resources Global Ventures B.V. owns 16% and the remaining 84% is owned an unaffiliated company. (K) AEP Resources, Inc. owns 50% and the remaining 50% is owned by an unaffiliated company. (L) Owned 2% by Yorkshire Holdings plc and 98% by Yorkshire Power Group Limited. (M) Owned 50% by Appalachian Power Company and 50% by Ohio Power Company. (N) Ohio Power Company owns 50% of the stock; the other 50% is owned by a corporation not affiliated with American Electric Power Company, Inc. (O) 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. (P) Includes unsecured debt as follows: for AEPRAH - $199,498,000, AEPRA - $4,553,000, AEPRGH - $243,600,000, AEPSC - $1,100,000, AEPCLLC - $150,000, BHCCo - $9,950,000, CdOpCo - $101,000 and MAURITIUS $818,000. *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, AEPES, AEPINV, AEP Power Marketing, Inc., AEPR, AEPRAH, AECP1, AEPNP, LDC1, PTY, TRUST, AEMAR, AECP2, AEPRA, Pacific Hyrdo Limited, AEPRD, AEPRGH, AEPRINV, LIGLINE, LIGINC, LIG, LIGCHEM, LIGLIQ, TUSCALOOSA, VENTURES, AEPACQ, JISH, VENTURES II, VENTURES III, AEPRI, PUSHAN, NGLE, MAURITIUS, AEP Resources Mauritius Investment Company, AEPRPM, AEPRL, AEPRGI, AEPRGHH, AEPRGV, Australian Energy International Pty. Ltd., AEI (Loy Yang) Pty. Ltd., Yorkshire Power Group Limited, Yorkshire Cayman Holding Limited, Yorkshire Holdings plc, Yorkshire Electricity Group plc, Yorkshire Power Finance Limited, AEPRESC and AEP Energy Services International, 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. AEPRAH and its subsidiaries own electric distribution assets in Melbourne, Australia. Pacific Hydro Limited owns hydroelectric facilities. AEPRGH and its subsidiaries owns and operates midstream gas operations in Louisiana. AEPES operates a gas trading business. 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) AEP Resources, Inc.: Senior Unsecured Notes Payable 6-1/2% Series Due 2003 11/24/98 - Public Offering 397,080 Rule 52 Appalachian Power Company: Senior Unsecured Notes Payable 7.20% Series Due 2038 3/3/98 - Public Offering 96,781 Rule 52 7.30% Series Due 2038 4/22/98 - Public Offering 96,650 Rule 52 Columbus Southern Power Company: Senior Unsecured Notes Payable 6.51% Series Due 2008 2/9/98 - Public Offering 51,553 Rule 52 6.55% Series Due 2008 6/26/98 - Public Offering 59,523 Rule 52 Indiana Michigan Power Company: Senior Unsecured Notes Payable 6.45% Series Due 2008 11/9/98 - Public Offering 48,453 Rule 52 Junior Subordinated Deferrable Interest Debentures 7.60% Series B Due 2038 5/7/98 - Public Offering 122,222 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 6.45% Series Due 2008 11/9/98 - Public Offering 29,742 Rule 52 Ohio Power Company: Senior Unsecured Notes Payable 7-3/8% Series Due 2038 4/29/98 - Public Offering 137,566 Rule 52 6.24% Series Due 2008 12/4/98 - Public Offering 48,560 Rule 52 GUARANTEE: At December 31, 1998, American Electric Power Company, Inc. had outstanding parental guaranties on behalf of AEP Communications, LLC with Nationsbank, NA. The net exposure under the guaranties at December 31, 1998 was approximately $16,400,000.
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 2000 AEPR $350,000 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 Notes Payable 5.293% Due 1998 AEPSC 10,000 EXT Rule 42 Appalachian Power Company: Cumulative Preferred Stock, No Par Value 4-1/2% Series APCo 294 EXT Rule 42 First Mortgage Bonds 7.95% Series Due 2002 APCo 60,684 EXT Rule 42 8.75% Series Due 2022 APCo 30,063 EXT Rule 42 8.70% Series Due 2022 APCo 35,068 EXT Rule 42 8.43% Series Due 2022 APCo 12,529 EXT Rule 42 Columbus Southern Power Company: First Mortgage Bonds 9.15% Series Due 1998 CSPCo 57,000 EXT Rule 42 7.00% Series Due 1998 CSPCo 24,750 EXT Rule 42 7.95% Series Due 2002 CSPCo 40,456 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 $ 56 EXT Rule 42 4.56% Series I&M 49 EXT Rule 42 4.12% Series I&M 15 EXT Rule 42 First Mortgage Bonds 7.00% Series Due 1998 I&M 35,000 EXT Rule 42 7.80% Series Due 2023 I&M 20,000 EXT Rule 42 Kentucky Power Company: First Mortgage Bonds 7.90% Series Due 2023 KEPCo 2,203 EXT Rule 42 Ohio Power Company: Cumulative Preferred Stock, $100 Par Value 4.08% Series OPCo 31 EXT Rule 42 4-1/2% Series OPCo 85 EXT Rule 42 4.40% Series OPCo 17 EXT Rule 42 First Mortgage Bonds 6-3/4% Series Due 1998 OPCo 55,661 EXT Rule 42 8.10% Series Due 2002 OPCo 50,169 EXT Rule 42 8.25% Series Due 2002 OPCo 50,000 EXT Rule 42 Southern Ohio Coal Company: Notes Payable 6.85% Due 1998 SOCCo 16,681 EXT Rule 42 Libor Rate - Due 1999 SOCCo 15,000 EXT Rule 42
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 1998. 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 $ 727 8 Industrial Development Corporations AEPCLLC 5,993 2 Personal Communications Services Provider AEPINV 601 1 Economic Development Company AEPINV 50 1 Economic Development Company I&M 11 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 1,905 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 PART I as of December 31, 1998 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) 700 Morrison Road Gahanna, OH 43230 (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 Cayman Islands (g) Les Cascades Building Edith Cavell Street Port Louis, Mauritius (h) 1105 North Market Street Wilmington, DE 19899 (i) 600 Bourke Street Melbourne, Victoria 3000 Australia (j) 29/30 St. James Street London Great Britain SW1A 1HB (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) 474 Flinders Street Melbourne, Victoria 3000 Australia (aa) 8090 Highway 3128 Pineville, LA 71360 (bb) 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 Chief Financial Officer CFO Chief Accounting Officer CAO Managing Director MD Board of Managers B 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 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 225 Peachtree St.,NE Atlanta, GA 30303 Angus E. Peyton D P.O. Box 226 Charleston, WV 25321 ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) American Electric Power Company, Inc. (continued) Name and Principal Address(a) Position Donald G. Smith D P.O. Box 13948 Roanoke, VA 24038 Linda Gillespie Stuntz D 1275 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 Henry W. Fayne VP,CFO Leonard V. Assante C,CAO Armando A. Pena T Susan Tomasky S AEI (Loy Yang) Pty Ltd Name and Principal Address(j) Position Jeffrey James Bateson D 147 Argyle Street Kowloon, Hong Kong Alan John Bielby D 147 Argyle Street Kowloon, Hong Kong Donald Boyd (a) D Kenneth Warren Oberg D 10/F, Chi Wo Commercial Blg 20 Saigon Street Kowloon, Hong Kong Paul Robert Rainey D,S AEP Acquisition, L.L.C. Name and Principal Address(a) Position Donald M. Clements, Jr. CB,P Jeffrey D. Cross VP,S Armando A. Pena VP,T AEP Communications, Inc. Name and Principal Address(a) Position Donald M. Clements, Jr. D,P E. Linn Draper, Jr. D,CB,CEO Henry W. Fayne D,VP William J. Lhota D,VP James J. Markowsky D Armando A. Pena D,VP,T,CFO David Mustine VP Peter R. Thomas VP Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S AEP Communications, LLC Name and Principal Address(a) Position Donald M. Clements, Jr. B,P Armando A. Pena B,T Peter R. Thomas B,VP Jeffrey D. Cross S AEP Energy Services, Inc. Name and Principal Address(a) Position Paul D. Addis D,P E. Linn Draper, Jr. D,CB,CEO Henry W. Fayne D,VP William J. Lhota D James J. Markowsky D Armando A. Pena D,VP,T,CFO Steven Lewis SVP Eric J. van der Walde SVP Steven A. Appelt VP Thomas A. Barry VP Bruce H. Braine VP Joseph A. Curia, Jr. VP David B. Dunn VP Douglas K. Penrod VP Glenn Riepl VP George Rooney VP Leonard V. Assante C,CAO 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 E. Linn Draper, Jr. D,P,CEO Henry W. Fayne D,VP John R. Jones D William J. Lhota D James J. Markowsky D,VP Armando A. Pena D,VP,T,CFO Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S AEP Investments, Inc. Name and Principal Address(a) Position Donald M. Clements, Jr. D,P E. Linn Draper, Jr. D,CB,CEO Henry W. Fayne D,VP William J. Lhota D,VP James J. Markowsky D Armando A. Pena D,VP,T,CFO David Mustine SVP Jeffrey D. Cross VP,GC Dennis A. Lantzy VP Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) AEP Power Marketing, Inc. Name and Principal Address(a) Position Paul D. Addis D,P E. Linn Draper, Jr. D,CB,CEO Henry W. Fayne D,VP James J. Markowsky D Armando A. Pena D,VP,T Leonard V. Assante C 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 E. Linn Draper, Jr. D,CB,CEO Henry W. Fayne D,VP William J. Lhota D Gerald P. Maloney D James J. Markowsky D Armando A. Pena D,VP,T,CFO Donald E. Boyd SVP David Mustine SVP Jeffrey D. Cross VP,GC Thomas S. Jobes VP John R. Jones VP Dennis A. Lantzy VP James H. Sweeney VP Paul J. Wielgus VP Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S AEP Resources Australia Holdings Pty Ltd Name and Principal Address(j) Position Paul D. Addis (a) D Donald E. Boyd (a) D Donald M. Clements, Jr.(a) D Jeffrey D. Cross (a) D,S William J. Lhota (a) D John Marshall D Level 15, 624 Bourke Street Melbourne 3000 Australia Armando A. Pena (a) D,T Paul Robert Rainey S 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 CitiPower I Pty Ltd Name and Principal Address(j) Position Paul D. Addis (a) D Donald E. Boyd (a) D Donald M. Clements, Jr.(a) D Jeffrey D. Cross (a) D,S William J. Lhota (a) D John Marshall D Level 15, 624 Bourke Street Melbourne 3000 Australia Armando A. Pena (a) D,T Paul Robert Rainey S AEP Resources CitiPower II Pty Ltd Name and Principal Address(j) Position Paul D. Addis (a) D Donald E. Boyd (a) D Donald M. Clements, Jr.(a) D Jeffrey D. Cross (a) D,S William J. Lhota (a) D John Marshall D Level 15, 624 Bourke Street Melbourne 3000 Australia Armando A. Pena (a) D,T Paul Robert Rainey S AEP Resources Delaware, Inc. Name and Principal Address(a) Position Donald M. Clements, Jr. D,P Jeffrey D. Cross D,VP David W. Dupert (i) D John A. Oscar, Jr. (i) D,S Armando A. Pena D,T AEP Resources Gas Holding Company Name and Principal Address(a) Position Paul D. Addis D Donald M. Clements, Jr. D,CB,P Jeffrey D. Cross D,VP,S Steven J. Lewis D John A. Oscar, Jr.(i) D Armando A. Pena D,VP,T Thomas Strauss (i) D Paul J. Wielgus D AEP Resources International, Limited Name and Principal Address(g) Position Donald M. Clements, Jr. (a) D,P E. Linn Draper, Jr. (a) D,CB,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO David Mustine (a) SVP Jeffrey D. Cross (a) VP,GC John R. Jones (a) VP Dennis A. Lantzy (a) VP Leonard V. Assante(a) C,CAO John F. DiLorenzo, Jr. (a) S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) AEP Resources Investments, Inc. Name and Principal Address(a) Position Paul D. Addis D Donald M. Clements, Jr. D,CB,P Jeffrey D. Cross D,VP,S Steven J. Lewis D John A. Oscar, Jr.(i) D Armando A. Pena D,VP,T Thomas Strauss (i) D Paul J. Wielgus D Leonard V. Assante C AEP Resources Limited Name and Principal Address(k) Position Donald M. Clements, Jr. (a) D Jeffrey D. Cross (a) D,S David Mustine (a) MD 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 AEP Resources Mauritius Investment 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 Christiane Yeung Chin Shing D Johnny Yan Man Shing D International Management (Mauritius) Ltd. S 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 E. Linn Draper, Jr. D,CB,CEO Henry W. Fayne D,VP William J. Lhota D James J. Markowsky D Armando A. Pena D,VP,T,CFO Donald E. Boyd SVP David Mustine SVP Jeffrey D. Cross VP,GC Dennis A. Lantzy VP Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S AEP Resources Ventures, Inc. Name and Principal Address(a) Position Paul D. Addis D Donald M. Clements, Jr. D,CB,P Jeffrey D. Cross D,VP,S Steven J. Lewis D John A. Oscar, Jr.(i) D Armando A. Pena D,VP,T Thomas Strauss (i) D Paul J. Wielgus D Leonard V. Assante C AEP Resources Ventures II, Inc. Name and Principal Address(a) Position Paul D. Addis D Donald M. Clements, Jr. D,CB,P Jeffrey D. Cross D,VP,S Steven J. Lewis D John A. Oscar, Jr.(i) D Armando A. Pena D,VP,T Thomas Strauss (i) D Paul J. Wielgus D AEP Resources Ventures III, Inc. Name and Principal Address(a) Position Paul D. Addis D Donald M. Clements, Jr. D,CB,P Jeffrey D. Cross D,VP,S Steven J. Lewis D John A. Oscar, Jr.(i) D Armando A. Pena D,VP,T Thomas Strauss (i) D Paul J. Wielgus D 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 Jasomirgottstrasse 6 A-1010 Vienna Austria ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) 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 Jasomirgottstrasse 6 A-1010 Vienna Austria American Electric Power Service Corporation Name and Principal Address(a) Position Paul D. Addis D,EVP Donald M. Clements, Jr. D,EVP E. Linn Draper, Jr. D,CB,P,CEO Charles A. Ebetino,Jr.(e) D,SVP Henry W. Fayne D,EVP Luke M. Feck D,SVP John R. Jones D,SVP William J. Lhota D,EVP James J. Markowsky D,EVP Michael F. Moore D,SVP R. E. Munczinski D,SVP Armando A. Pena D,SVP,T,CFO Rodney B. Plimpton D,SVP Robert P. Powers D,SVP 500 Circle Drive Buchanan, MI 49107 Peter Splawnyk (c) D,SVP Susan Tomasky D,SVP,GC Andrew P. Varley D,SVP Joseph H. Vipperman D,EVP Melinda S. Ackerman VP Leonard V. Assante VP,C,CAO J. C. Baker VP Bruce M. Barber VP Bruce A. Beam VP 801 Pennsylvania Ave. Washington DC 20004 David H. Crabtree (c) VP John F. DiLorenzo, Jr. VP,S W. N. D'Onofrio VP 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 Patrick M. O'Brien (e) VP Ron E. Prater VP Bruce A. Renz (c) VP William L. Scott VP Joseph A. Valentine VP 3455 Mill Run Drive Hilliard, OH 43026 T. R. Watkins (c) VP Appalachian Power Company Name and Principal Address(b) Position E. Linn Draper, Jr. (a) D,CB,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D,P,COO James J. Markowsky (a) D,VP Armando A. Pena (a) D,VP,T,CFO Joseph H. Vipperman (a) D,VP R. D. Carson, Jr. VP Dana E. Waldo (t) VP Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Australian Energy International Pty Ltd Name and Principal Address(j) Position Jeffrey James Bateson D 147 Argyle Street Kowloon, Hong Kong Alan John Bielby D 147 Argyle Street Kowloon, Hong Kong Donald Boyd (a) D Kenneth Warren Oberg D 10/F,Chi Wo Commercial Blg. 20 Saigon Street Kowloon, Hong Kong Paul Robert Rainey D,S Mark Snape D 100 Walker Street North Sydney 2060, Australia Australia's Energy Partnership Name and Principal Address(j) Position Armando A. Pena (a) T Blackhawk Coal Company Name and Principal Address(r) Position E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) Cardinal Operating Company Name and Principal Address(l) Position Anthony J. Ahern D 6677 Busch Blvd. Columbus, OH 43226 J. C. Baker (a) D Richard K. Byrne D,VP 6677 Busch Blvd. Columbus, OH 43226 E. Linn Draper, Jr. (a) D,P James A. Johnson D 406 Colgate Dr.,PO BOX 664 Marietta, OH 45750 John R. Jones (a) D,VP William J. Lhota (a) D,VP Steven K. Nelson D,VP 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 Leonard V. Assante (a) C Armando A. Pena (a) T John F. DiLorenzo, Jr.(a) S Cedar Coal Co. Name and Principal Address(b) Position E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino, Jr.(e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr. (a) S Central Appalachian Coal Company Name and Principal Address(b) Position E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino, Jr. (e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr. (a) S Central Coal Company Name and Principal Address(b) Position E. Linn Draper, Jr.(a) D,CB,CEO Charles A. Ebetino, Jr. (e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr. (a) S Central Ohio Coal Company Name and Principal Address(m) Position E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino, Jr. (e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr. (a) S Central Operating Company Name and Principal Address(v) Position E. Linn Draper, Jr. (a) D,P,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S CitiPower Pty Name and Principal Address(j) Position Paul D. Addis (a) D Donald E. Boyd (a) D Donald M. Clements, Jr.(a) D Jeffrey D. Cross (a) D,S William J. Lhota (a) D John Marshall D Level 15, 624 Bourke Street Melbourne 3000 Australia Armando A. Pena (a) D,T Paul Robert Rainey S CitiPower Trust Principal Address (j) NONE Colomet, Inc. Name and Principal Address(a) Position E. Linn Draper, Jr. D,P,CEO Henry W. Fayne D,VP William J. Lhota D,VP James J. Markowsky D,VP Armando A. Pena D,VP,T,CFO Joseph H. Vipperman VP Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S Columbus Southern Power Company Name and Principal Address(a) Position E. Linn Draper, Jr. D,CB,CEO Henry W. Fayne D,VP William J. Lhota D,P,COO James J. Markowsky D,VP Armando A. Pena D,VP,T,CFO Joseph H. Vipperman D,VP Marsha P. Ryan VP Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) Conesville Coal Preparation Company Name and Principal Address(a) Position E. Linn Draper, Jr. D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO Henry W. Fayne D,VP William J. Lhota D James J. Markowsky D Armando A. Pena D,VP,T,CFO Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S Franklin Real Estate Company Name and Principal Address(n) Position E. Linn Draper, Jr. (a) D,P,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D,VP James J. Markowsky (a) D,VP Armando A. Pena (a) D,VP,T,CFO Bruce A. Renz (c) VP Joseph H. Vipperman (a) VP Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Indiana Franklin Realty, Inc. Name and Principal Address(d) Position E. Linn Draper, Jr. (a) D,P,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D,VP James J. Markowsky (a) D,VP Armando A. Pena (a) D,VP,T,CFO Bruce A. Renz (c) VP Joseph H. Vipperman (a) VP Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Indiana-Kentucky Electric Corporation Name and Principal Address(w) Position C. R. Boyle, III (d) 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 William E. Walters D 100 East Wayne Street South Bend, IN 46601 David L. Hart (a) VP David E. Jones VP Armando A. Pena (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 E. Linn Draper, Jr. (a) D,CB,CEO Henry W. Fayne (a) D,VP James A. Kobyra D One Cook Place Bridgman, MI 49106 William J. Lhota (a) D,P,COO James J. Markowsky (a) D,VP Armando A. Pena (a) D,VP,T,CFO D. B. Synowiec D 2791 N. U.S. Highway 231 Rockport, IN 46735 Joseph H. Vipperman (a) D,VP William E. Walters D 100 East Wayne Steet South Bend, IN 46601 E. H. Wittkamper D Robert P. Powers VP 500 Circle Drive Buchanan, MI 49107 Michael W. Rencheck VP One Cook Place Bridgman, MI 49106 John R. Sampson VP One Cook Place Bridgman, MI 49106 Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Jefferson Island Storage & Hub L.L.C. Name and Principal Address(bb)Position Paul D. Addis (a) B,CB Donald M. Clements, Jr. (a) B,CB Jeffrey D. Cross (a) B,VP,S Steven J. Lewis (a) B,MD Armando A. Pena (a) B,VP,T Paul J. Wielgus (a) B,MD Michael K. Tate P Randy P. Mathews VP Kentucky Power Company Name and Principal Address(s) Position E. Linn Draper, Jr. (a) D,CB,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D,P,COO James J. Markowsky (a) D,VP Armando A. Pena (a) D,VP,T,CFO Joseph H. Vipperman (a) D,VP T. C. Mosher VP Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) Kingsport Power Company Name and Principal Address(b) Position E. Linn Draper, Jr. (a) D,CB,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D,P,COO James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Joseph H. Vipperman (a) D,VP R. D. Carson VP Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S LIG Chemical Company Name and Principal Address(bb)Position Paul D. Addis (a) B,CB Donald M. Clements, Jr. (a) B,CB Jeffrey D. Cross (a) B,VP,S Steven J. Lewis (a) B,MD Armando A. Pena (a) B,VP,T Paul J. Wielgus (a) B,MD Michael K. Tate P Randy P. Mathews VP LIG, Inc. Name and Principal Address(a) Position Paul D. Addis D,CB Donald M. Clements, Jr. D,CB Jeffrey D. Cross D,VP,S Steven J. Lewis D,MD Armando A. Pena D,VP,T Paul J. Wielgus D,MD Michael K. Tate (bb) P Randy P. Mathews (bb) VP LIG Liquids Company, L.L.C. Name and Principal Address(bb)Position Paul D. Addis (a) B,CB Donald M. Clements, Jr. (a) B,CB Jeffrey D. Cross (a) B,VP,S Steven J. Lewis (a) B,MD Armando A. Pena (a) B,VP,T Paul J. Wielgus (a) B,MD Michael K. Tate P Randy P. Mathews VP LIG Pipeline Company Name and Principal Address(a)Position Paul D. Addis D,CB Donald M. Clements, Jr. D,CB Jeffrey D. Cross D,VP,S Steven J. Lewis D,MD Armando A. Pena D,VP,T Paul J. Wielgus D,MD Michael K. Tate (bb) P Randy P. Mathews (bb) VP Louisiana Intrastate Gas Company, L.L.C. Name and Principal Address(bb)Position Paul D. Addis (a) B,CB Donald M. Clements, Jr. (a) B,CB Jeffrey D. Cross (a) B,VP,S Steven J. Lewis (a) B,MD Armando A. Pena (a) B,VP,T Paul J. Wielgus (a) B,MD Michael K. Tate P Randy P. Mathews VP Marregon Pty Limited Name and Principal Address(j) Position Paul D. Addis (a) D Donald E. Boyd (a) D Donald M. Clements, Jr.(a) D Jeffrey D. Cross (a) D,S William J. Lhota (a) D John Marshall D Level 15, 624 Bourke Street Melbourne 3000 Australia Armando A. Pena (a) D,T Paul Robert Rainey S Marregon (No. 2) Pty Limited Name and Principal Address(j) Position Paul D. Addis (a) D Donald E. Boyd (a) D Donald M. Clements, Jr.(a) D Jeffrey D. Cross (a) D,S William J. Lhota (a) D John Marshall D Level 15, 624 Bourke Street Melbourne 3000 Australia Armando A. Pena (a) D,T Paul Robert Rainey S 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 A. 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 E. Linn Draper, Jr. (a) D,CB,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D,P,COO James J. Markowsky (a) D,VP Armando A. Pena (a) D,VP,T,CFO Joseph H. Vipperman (a) D,VP Marsha P. Ryan (a) VP Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) Ohio Valley Electric Corporation Name and Principal Address(w) Position E. Linn Draper, Jr. (a) D,P Donald R. Feenstra D 800 Cabin Hill Drive Greensburg, PA 15601 Arthur R. Garfield D 76 South Main Street Akron, OH 44308 Chris Hermann D 220 West Main Street Louisville, KY 40202 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 Wayne T. Lucas D 220 West Main Street Louisville, KY 40202 James J. Markowsky (a) D Alan J. Noia D 10435 Downsville Pike Hagerstown, MD 21740 Guy L. Pipitone D 76 South Main Street Akron, OH 44308 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 David L. Hart (a) VP David E. Jones VP Armando A. Pena (a) VP John D. Brodt S,T Pacific Hydro Limited Name and Principal Address(aa)Position Donald E. Boyd (a) D Kingsley G. Culley D,CB Michael C. Fitzpatrick D Jeffrey Harding D,MD Mark A. Snape D 100 Walker Street North Sydney 2060 Australia Matthew G. C. Williams D Philip van der Riet D John L. C. McInnes D Peter F. Westaway D Peter L. Downie D Price River Coal Company, Inc. Name and Principal Address(d) Position E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Simco Inc. Name and Principal Address(a) Position E. Linn Draper, Jr. D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO Henry W. Fayne D,VP William J. Lhota D James J. Markowsky D Armando A. Pena D,VP,T,CFO Leonard V. Assante C,CAO John F. DiLorenzo, Jr. S Southern Appalachian Coal Company Name and Principal Address(b) Position E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Southern Ohio Coal Company Name and Principal Address(m) Position E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Lance G. Sogan VP P.O. BOX 490 Athens, OH 45701 Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Tuscaloosa Pipeline Company Name and Principal Address(bb)Position Paul D. Addis (a) B,CB Donald M. Clements, Jr. (a) B,CB Jeffrey D. Cross (a) B,VP,S Steven J. Lewis (a) B,MD Armando A. Pena (a) B,VP,T Paul J. Wielgus (a) B,MD Michael K. Tate P Randy P. Mathews VP ITEM 6. OFFICERS AND DIRECTORS PART I (Continued) West Virginia Power Company Name and Principal Address(t) Position E. Linn Draper, Jr. (a) D,P,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Wheeling Power Company Name and Principal Address(u) Position E. Linn Draper, Jr. (a) D,CB,CEO Henry W. Fayne (a) D,VP William J. Lhota (a) D,P,COO James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Joseph H. Vipperman (a) D,VP Dana E. Waldo (t) VP Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Windsor Coal Company Name and Principal Address(m) Position E. Linn Draper, Jr. (a) D,CB,CEO Charles A. Ebetino,Jr.(e) D,P,COO Henry W. Fayne (a) D,VP William J. Lhota (a) D James J. Markowsky (a) D Armando A. Pena (a) D,VP,T,CFO Leonard V. Assante (a) C,CAO John F. DiLorenzo, Jr.(a) S Yorkshire Cayman Holding Limited Name and Principal Address(p) Position Stephen T. Haynes (a) D Brian P. Jackson (x) D 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,CEO 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, Inc. Charleston, West Virginia Director 70(a) Samuel P. CSB Bancorp, Inc. Riggle, Jr. Millersburg, Ohio Director 70(c),(f) Commercial & Savings Bank Millersburg, Ohio Director 70(c),(f) Donald G. Smith First Union National Bank of Virginia Roanoke, Virginia Director 70(a) 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 1998, 1997 and 1996 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 AEP and the other AEP System companies at December 31, 1998. 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. 1998 780,000 194,376 345,906 104,941 1997 720,000 327,744 951,132 31,620 1996 720,000 281,664 675,903 31,990 William J. Lhota 1998 380,000 82,859 134,266 56,493 1997 355,000 141,396 364,436 20,570 1996 320,000 125,184 263,114 19,690 Donald M. Clements, Jr. (3) 1998 350,000 76,317 60,047 39,040 James J. Markowsky 1998 350,000 76,317 127,115 51,859 1997 325,000 129,477 338,382 18,020 1996 303,000 118,534 254,535 19,480 Joseph H. Vipperman(3) 1998 310,000 67,595 82,859 58,435 Henry W. Fayne (3) 1998 290,000 63,234 61,555 34,124 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). Payments are made in March of the succeeding fiscal year for performance in the year indicated. Amounts for 1998 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 for the three-year performance periods. (2) Amounts in the "All Other Compensation" column include (i) AEP's matching contributions under the AEP Employees Savings Plan and the AEP Supplemental Savings Plan, a non-qualified plan designed to supplement the AEP Savings Plan, and (ii) subsidiary companies director fees. For 1998, the amounts also include split-dollar insurance. Split-dollar insurance represents the present value of the interest projected to accrue for the employee's benefit on the current year's insurance premium paid by AEP. Cumulative net life insurance premiums paid are recovered by AEP at the later of retirement or 15 years. Detail of the 1998 amounts in the "All Other Compensation" column is shown below.
Item Dr. Draper Mr. Lhota Mr. Clements Dr. Markowsky Mr. Vipperman Mr. Fayne Savings Plan Matching Contributions $ 3,200 $ 4,800 $ 3,469 $ 4,800 $ 4,800 $ 4,800 Supplemental Savings Plan Matching Contributions 20,200 6,600 7,031 5,700 4,500 3,900 Split-Dollar Insurance 71,621 35,173 28,340 31,439 43,135 17,399 Subsidiaries Directors Fee 9,920 9,920 200 9,920 6,000 8,025 Total All Other Compensation $104,941 $56,493 $39,040 $51,859 $58,435 $34,124 (3) No 1996 or 1997 compensation information is reported for Messrs. Clements, Vipperman and Fayne because they were not executive officers in these years. Mr. Clements is an executive officer of AEP but is not an executive officer of AEP's operating electric utility subsidiaries.
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 shares of AEP Common Stock and/or units that are equivalent in value to shares of Common Stock ("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 Common Stock is 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 Common Stock 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 Common Stock, 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 Common Stock and stock-based units as of January 1, 1999 for all directors as of the date of this proxy statement, 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 shares of Common Stock 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. STOCK NAME DIRECTOR OF SHARES UNITS(a) TOTAL K.G. Boyd I&M 1,679 (b) 158 1,837 C. R. Boyle, III I&M 4,000 (b) 662 4,662 G. A. Clark I&M 16 (b) - 16 D. M. Clements, Jr. 1,134 (b) 11,418 12,552 J. P. DesBarres AEP 5,000 (c) 640 5,640 E. L. Draper, Jr.AEP, APCo, I&M, OPCo 7,934 (b)(c) 77,612 85,546 R. M. Duncan AEP 2,200 3,334 5,534 H. W. Fayne APCo, I&M, OPCo 4,649 (b) 10,135 14,784 R. W. Fri AEP 1,000 1,290 2,290 L. A. Hudson, Jr.AEP 1,853 (d) 3,334 5,187 J. A. Kobyra I&M 3,454 (b)(c) 415 3,869 L. J. Kujawa AEP 900 1,539 2,439 W. J. Lhota APCo, I&M, OPCo 16,042 (b)(c)(e) 14,902 30,944 J. J. Markowsky APCo, I&M, OPCo 3,942 (b)(d) 13,062 17,004 A. A. Pena APCo, I&M, OPCo 4,886 (b) 5,213 10,099 A. E. Peyton AEP 4,960 (f) 4,224 9,184 D. G. Smith AEP 2,000 1,632 3,632 L. G. Stuntz AEP 1,500 (c) 2,428 3,928 K. D. Sullivan AEP - 865 865 M. Tanenbaum AEP 1,509 3,291 4,800 D. B. Synowiec I&M 74 (b) 366 440 J. H. Vipperman APCo, I&M, OPCo 10,734 (b)(c)(e) 4,718 15,452 W. E. Walters I&M 6,181 (b) 316 6,434 E. H. Wittkamper I&M 3,231 (b)(c) 307 3,538 All directors & executive officers of AEP as a group (16 persons) 145,939 (e)(g) 144,289 290,228 All directors & executive officers of APCo as a group (6 persons) 133,418 (e)(g) 125,642 259,060 All directors & executive officers of I&M as a group (13 persons) 151,990 (e)(g) 127,866 279,856 All directors & executive officers of OPCo as a group (6 persons) 133,418 (e)(g) 125,642 259,060 Notes on Stock Ownership (a) This column includes amounts deferred in stock units and held under AEP's various director and officer benefit plans. 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 1,675 Mr. Boyle 4,000 Mr. Clark 16 Mr. Clements 1,134 Dr. Draper 3,033 Mr. Fayne 4,144 Mr. Kobyra 2,604 Mr. Lhota 13,862 Dr. Markowsky 3,888 Mr. Pena 3,464 Mr. Synowiec 74 Mr. Vipperman 10,002 Mr. Walters 6,118 Mr. Wittkamper 1,809 All executive officers of AEP as a group 36,063 All executive officers of APCo as a group 38,393 All directors and executive officers of I&M as a group 54,689 All executive officers of OPCo as a group 38,393 (c) Includes the following numbers of shares held in joint tenancy with a family member: Mr. DesBarres, 5,000; Dr. Draper, 4,901; Mr. Kobyra, 850; Mr. Lhota, 2,180; Ms. Stuntz, 300; Mr. Vipperman, 67 shares; and Mr. Wittkamper, 1,422 shares. (d) Includes the following numbers of shares held by family members over which beneficial ownership is disclaimed: Dr. Hudson, 750; and Dr. Markowsky, 20. (e) Does not include, for Messrs. Lhota and Vipperman, 85,231 shares in the American Electric Power System Educational Trust Fund over which Messrs. Lhota and Vipperman 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. (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 Securities Exchange Act of 1934 requires AEP' executive officers and directors to file initial reports of ownership and reports of changes in ownership of Common Stock of AEP with the Securities and Exchange Commission. Executive officers and directors are required by SEC regulations to furnish AEP copies of all reports they file. Based solely on a review of the copies of such reports furnished to AEP and written representations from AEP's executive officers and directors during the fiscal year ended December 31, 1998, AEP notes that Leonard J. Kujawa, a director, did not timely report the three acquisitions of 200 shares each of AEP Common Stock that occurred in April, July and August 1998, although he reported them thereafter. (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 1998 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 Common Stock, 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. 7,730 1998-2000 1,932 7,730 15,460 W. J. Lhota 2,636 1998-2000 659 2,636 5,272 D. M. Clements, Jr. 2,428 1998-2000 607 2,428 4,856 J. J. Markowsky 2,428 1998-2000 607 2,428 4,856 J. H. Vipperman 2,150 1998-2000 537 2,150 4,300 H. W. Fayne 2,012 1998-2000 503 2,012 4,024
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 $ 300,000 $ 69,525 $ 92,700 $115,875 $139,050 $162,225 $182,175 400,000 93,525 124,700 155,875 187,050 218,225 244,825 500,000 117,525 156,700 195,875 235,050 274,225 307,475 700,000 165,525 220,700 275,875 331,050 386,225 432,775 900,000 213,525 284,700 355,875 427,050 498,225 558,075 1,200,000 285,525 380,700 475,875 571,050 666,225 746,025 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 55 and 62. 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, 1998, the number of full years of service applicable for retirement benefit calculation purposes for such officers were as follows: Dr. Draper, six years; Mr. Fayne, 23 years; Mr. Lhota, 34 years; Mr. Clements, four years; Dr. Markowsky, 27 years; and Mr. Vipperman, 35 years. Dr. Draper and Mr. Clements have agreements with AEP and AEP Service Corporation which provide them with supplemental retirement annuities that credit Dr. Draper with 24 years of service and Mr. Clements with 15 years of service in addition to their years of service with AEP. Their supplemental retirement benefits are reduced by their actual pension entitlement under the Retirement Plan and any pension entitlement from the Gulf States Utilities Company Trusteed Retirement Plan, a plan sponsored by their prior employer. Ten AEP System employees (including Messrs. Fayne, Lhota and Vipperman 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 1999 of the executive officers named in the Summary Compensation Table, none of them would receive any supplemental benefits. 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 retirement 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) J. H. Vipperman $11,000 $90,750 $10,000 $67,500 H. W. Fayne -0- -0- 9,000 95,400
Severance Plan In connection with the proposed merger with Central and South West Corporation, AEP's Board of Directors adopted a severance plan on February 24, 1999, effective March 1, 1999, that includes Dr. Markowsky and Messrs. Lhota, Clements, Vipperman and Fayne. The severance plan provides for payments and other benefits if, within two years after the merger is completed, the officer's employment is terminated by AEP without "cause" or by the officer because of a detrimental change in responsibilities or a reduction in salary or benefits. Under the severance plan, the officer will receive: - A lump sum payment equal to three times the officer's annual base salary plus target annual incentive under the Senior Officer Annual Incentive Compensation Plan. - Maintenance for a period of three additional years of all medical and dental insurance benefits substantially similar to those benefits to which the officer was entitled immediately prior to termination, reduced to the extent comparable benefits are otherwise received. - Outplacement services not to exceed a cost of $30,000 or use of an office and secretarial services for up to one year. AEP's obligation for the payments and benefits under the severance plan is subject to the waiver by the officer of any other severance benefits that may be provided by AEP. In addition, the officer agrees to refrain from the disclosure of confidential information relating to AEP. (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, 1999 through December 31, 1999, and pays up to an aggregate amount of $195,000,000 on any one claim and in any one policy year. The total annual premium for the five policies is $1,318,684. Fiduciary liability insurance provides coverage for AEP 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. 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 1998 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 $54 I&M American Nuclear Society A " " " 2 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 1998 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) Consulting Services RESCo NGLE $ 1,000 4/01/97 Yes Administrative Services RESCo NGLE 480,000 4/09/98 Yes Machine Shop Services APCo System Operating Companies 11,306 12/08/78 Yes Racine Hydro Service APCo OPCo 104 12/08/78 Yes Simulator Training Services APCo System Operating Companies 884 12/12/87 Yes Coal Mine Shutdown Costs BHCCo I&M 409 1/01/82 Yes Coal Mine Shutdown Costs CeCCo APCo 3,842 12/01/76 Yes Coal Mine Shutdown Costs CACCo APCo (323) 9/14/48 Yes Coal Washing CCPC CSPCo 9,481 11/05/84 Yes Coal COCCo OPCo 109,484 4/01/83 Yes Barging Transportation I&M System Operating Companies 23,494 5/01/86 Yes Coal Mine Shutdown Costs SACCo APCo (283) 3/01/78 Yes Coal SOCCo OPCo 225,132 2/01/74 Yes Coal Mine Shutdown Costs SOCCo OPCo 570 10/01/72 Yes Coal WCCo OPCo 45,541 1/01/83 Yes Coal Transportation Simco CCPC 278 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. (AEPR) 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, 1998, the Company had invested $103.4 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 AEPR and New Century Energies, Inc. through an equally owned joint venture, Yorkshire Power Group Limited (YPG), 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 and supply 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 and supplying gas in the competitive market. AEPR's 50% interest is recorded using the equity method of accounting. In March 1998, AEPR, through AEP Resources Australia Pty., Ltd.(AEPRA), a special purpose subsidiary of AEPR, acquired a 20% interest in Pacific Hydro Limited (Pacific Hydro) for $10,000,000. The business address of Pacific Hydro Limited is Level 8, 474 Flinders Street, Melbourne, Victoria, 3000 Australia. Pacific Hydro is principally engaged in the development and operation of, and ownership of interests in, hydroelectric facilities in the Asia Pacific region. AEPRA's 20% interest is accounted for by the equity method of accounting. Currently, Pacific Hydro has interests in six hydroelectric units that operate or are under construction in Australia and the Philippines. The hydroelectric facilities in which Pacific Hydro had interests as of December 31, 1998 (including those under construction) had total design capacity of approximately 178 megawatts. In December 1998, AEPR, through wholly-owned subsidiaries, acquired CitiPower Pty. (CitiPower), an electric distribution and retail sales company in Victoria, Australia, for $1,100,000,000. The business address of CitiPower Pty., is 600 Bourke Street, Melbourne, Victoria, 3000 Australia. CitiPower serves approximately 240,000 customers in the city of Melbourne. With about 3,100 miles of distribution lines in a service area that covers approximately 100 square miles, CitiPower distributes about 4,800 gigawatt-hours annually. (b) NGLE has registered capital. Pushan owns 70% of the registered capital and 30% is owned by two unaffiliated companies. Pushan contributed $35,709,000 for its 70% interest through the end of 1998. AEP Resources Delaware, Inc., another AEPR subsidiary, had loaned $67,701,000 to NGLE at December 31, 1998. AEPR had contributed $362,967,000 to YPG for its 50% interest in Yorkshire through December 31, 1998. AEPR had contributed $10,000,000 to AEPRA for its 20% interest in Pacific Hydro. AEPR had contributed $333,698,000 to AEP Resources Holding Pty., Ltd for its interest in CitiPower. (c) NGLE's debt to common equity ratio was 2.0 to 1 at December 31, 1998. NGLE had no income or loss for the year ended December 31, 1998. YPG's debt to common equity ratio was 3.2 to 1 at December 31, 1998. YPG reported a net income of $76,918,000 for the twelve months ended December 31, 1998. Pacific Hydro noncurrent liabilities to common equity ratio was 1 to 1 at December 31, 1998. It reported a net income of $1,637,000 for the twelve months ended December 31, 1998. CitiPower's debt to common equity ratio was 6.9 to 1 at December 31, 1998. Company was acquired December 31, 1998 and there was no income or loss applicable to AEPR. (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 $810,049,000 which is 17.3% of its investment in domestic public utility subsidiary companies. American Electric Power Company, Inc. had no investment in EWG's at December 31, 1998. 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- Consolidating Balance Sheets Assets B- to B- Capitalization and Liabilities B- to B- Consolidating Statements of Cash Flows B- to B- Consolidating Statements of Retained Earnings B- to B- 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 Pacific Hydro D-11 Yorkshire Power Group D-11 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 refences 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, 1998, of our reports dated February 23, 1999 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 31,1998. /s/Deloitte & Touche LLP Deloitte & Touche LLP Columbus, Ohio April 30, 1999 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, 1998, of our report dated June 10, 1998 on the consolidated financial statements of Yorkshire Power Group Limited and subsidiaries included in the Annual Report on Form 10-K of Yorkshire Power Group Limited for the fiscal year ended March 31, 1998. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Columbus, Ohio April 30, 1999
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1998 JOURNAL ELIMINATIONS (in dollars, except shares and per share amount) AEP ENTRY AND CONSOLIDATED NUMBERS ADJUSTMENTS Operating Revenues 6,345,901,942 1,2,7 (1,343,508,123) Equity of American Electric Power Inc., in Earnings of Subsidiaries 0 3 (556,482,030) Total 6,345,901,942 (1,899,990,153) Operating Expenses: Fuel 1,717,177,269 1 (561,382) Purchased Power 436,388,271 1 (766,960,770) Other Operation 1,303,084,068 1,2,7,11 (542,604,377) Maintenance 542,934,877 7 (4,641,144) Depreciation and Amortization 579,996,437 7 (4,151,472) Taxes Other Than Federal Income Taxes 493,385,569 7 (22,059,692) Federal Income Taxes 316,201,426 6 1,025,616 Total Operating Expenses 5,389,167,917 (1,339,953,221) Operating Income (Loss) 956,734,025 (560,036,932) Nonoperating Income (Loss) Other Nonoperating Income (Loss) 9,463,526 2,4,5,7,8,9,10,11 328,634 Total Nonoperating Income (Loss) 9,463,526 328,634 Income (Loss) Before Interest Charges and Preferred Dividends 966,197,551 (559,708,298) Interest Charges (Net) 419,087,881 9,10 (2,200,652) Preferred Stock Dividend Requirments of Subsidiaries 10,926,262 Net Income (Loss) 536,183,408 (557,507,646) Average Number of Shares Outstanding 190,774,129 Earnings Per Share 2.81 See Note to Consolidating Financial Statemtents on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1998 (in dollars, except shares and per share amount) COMBINED APCo TOTAL AEP CONSOLIDATED Operating Revenues 7,689,410,065 0 1,672,243,717 Equity of American Electric Power Inc., in Earnings of Subsidiaries 556,482,030 556,482,030 0 Total 8,245,892,095 556,482,030 1,672,243,717 Operating Expenses: Fuel 1,717,738,651 0 437,500,408 Purchased Power 1,203,349,041 0 303,116,086 Other Operation 1,845,688,445 17,627,964 254,717,487 Maintenance 547,576,021 0 134,855,424 Depreciation and Amortization 584,147,909 0 143,808,804 Taxes Other Than Federal Income Taxes 515,445,261 190,980 116,070,127 Federal Income Taxes 315,175,810 0 53,632,030 Total Operating Expenses 6,729,121,138 17,818,944 1,443,700,366 Operating Income (Loss) 1,516,770,957 538,663,086 228,543,351 Nonoperating Income (Loss) Other Nonoperating Income (Loss) 9,134,892 769,570 (8,301,066) Total Nonoperating Income (Loss) 9,134,892 769,570 (8,301,066) Income (Loss) Before Interest Charges and Preferred Dividends 1,525,905,849 539,432,656 220,242,285 Interest Charges (Net) 421,288,533 3,249,247 126,912,144 Preferred Stock Dividend Requirments of Subsidiaries 10,926,262 0 2,497,292 Net Income (Loss) 1,093,691,054 536,183,409 90,832,849 Average Number of Shares Outstanding Earnings Per Share See Note to Consolidating Financial Statemtents on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1998 (in dollars, except shares and per share amount) CSPCo I&M CONSOLIDATED CONSOLIDATED KEPCo Operating Revenues 1,187,745,409 1,405,793,769 362,998,628 Equity of American Electric Power Inc., in Earnings of Subsidiaries 0 0 0 Total 1,187,745,409 1,405,793,769 362,998,628 Operating Expenses: Fuel 189,030,968 172,591,571 83,302,576 Purchased Power 237,687,879 298,046,210 100,620,299 Other Operation 202,719,795 347,207,018 47,801,819 Maintenance 62,095,069 157,592,933 30,462,186 Depreciation and Amortization 91,217,927 145,112,026 28,080,361 Taxes Other Than Federal Income Taxes 116,547,724 67,592,203 9,687,432 Federal Income Taxes 76,234,549 51,644,891 11,151,410 Total Operating Expenses 975,533,911 1,239,786,852 311,106,083 Operating Income (Loss) 212,211,498 166,006,917 51,892,545 Nonoperating Income (Loss) Other Nonoperating Income (Loss) (1,343,863) (839,553) (1,725,558) Total Nonoperating Income (Loss) (1,343,863) (839,553) (1,725,558) Income (Loss) Before Interest Charges and Preferred Dividends 210,867,635 165,167,364 50,166,987 Interest Charges (Net) 77,823,702 68,539,823 28,491,132 Preferred Stock Dividend Requirments of Subsidiaries 2,130,522 4,823,887 0 Net Income (Loss) 130,913,411 91,803,654 21,675,855 Average Number of Shares Outstanding Earnings Per Share See Note to Consolidating Financial Statemtents on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1998 (in dollars, except shares and per share amount) OPCo CONSOLIDATED WPCo AEPRESC Operating Revenues 2,105,546,763 86,295,659 0 Equity of American Electric Power Company, Inc. in Earnings of Subsidiaries 0 0 0 Total 2,105,546,763 86,295,659 0 Operating Expenses: Fuel 738,522,227 0 0 Purchased Power 150,733,225 58,526,801 0 Other Operation 353,194,366 8,200,130 0 Maintenance 139,610,857 3,512,008 0 Depreciation and Amortization 144,492,479 2,869,183 0 Taxes Other Than Federal Income Taxes 169,353,092 5,596,786 0 Federal Income Taxes 120,268,548 2,137,464 0 Total Operating Expenses 1,816,174,794 80,842,372 0 Operating Income (Loss) 289,371,969 5,453,287 0 Nonoperating Income (Loss): Other Nonoperating Income (Loss) 588,607 (110,150) 627,134 Total Nonoperating Income (Loss) 588,607 (110,150) 627,134 Income (Loss) Before Interest Charges and Preferred Dividends 289,960,576 5,343,137 627,134 Interest Charges (Net) 80,035,323 1,964,122 5,971 Preferred Stock Dividend Requirements of Subsidiaries 1,474,561 0 0 Net Income (Loss) 208,450,692 3,379,015 621,163 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, 1998 (in dollars, except shares and per share amount) AEPR AEGCo AEPINV CONSOLIDATED Operating Revenues 224,146,041 0 0 Equity of American Electric Power Company, Inc. in Earnings of Subsidiaries 0 0 0 Total 224,146,041 0 0 Operating Expenses: Fuel 96,790,901 0 0 Purchased Power 0 0 0 Other Operation 78,284,396 0 0 Maintenance 11,893,703 0 0 Depreciation and Amortization 21,651,686 0 0 Taxes Other Than Federal Income Taxes 3,495,398 0 0 Federal Income Taxes 3,298,789 0 0 Total Operating Expenses 215,414,873 0 0 Operating Income (Loss) 8,731,168 0 0 Nonoperating Income (Loss): Other Nonoperating Income (Loss) 3,363,979 (253,401) 28,508,310 Total Nonoperating Income (Loss) 3,363,979 (253,401) 28,508,310 Income (Loss) Before Interest Charges and Preferred Dividends 12,095,147 (253,401) 28,508,310 Interest Charges (Net) 3,149,354 0 16,851,889 Preferred Stock Dividend Requirements of Subsidiaries 0 0 0 Net Income (Loss) 8,945,793 (253,401) 11,656,421 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, 1998 (in dollars, except shares and per share amount) AEPES KGPCo AEPSC Operating Revenues Equity of American Electric Power Company, 0 78,498,284 566,141,795 Inc. in Earnings of Subsidiaries Total 0 0 0 0 78,498,284 566,141,795 Operating Expenses: Fuel Purchased Power 0 0 0 Other Operation 0 54,618,541 0 Maintenance 0 8,933,440 527,002,030 Depreciation and Amortization 0 2,912,697 4,641,144 Taxes Other Than Federal Income Taxes 0 2,763,971 4,151,472 Federal Income Taxes 0 3,594,434 23,317,085 0 636,190 (3,828,061) Total Operating Expenses 0 73,459,273 555,283,670 Operating Income (Loss) 0 5,039,011 10,858,125 Nonoperating Income (Loss): Other Nonoperating Income (Loss) Total Nonoperating Income (Loss) (5,733,500) 857,829 (3,294,202) (5,733,500) 857,829 (3,294,202) Income (Loss) Before Interest Charges and Preferred Dividends (5,733,500) 5,896,840 7,563,923 Interest Charges (Net) 1,658,445 3,716,544 7,563,923 Preferred Stock Dividend Requirements of Subsidiaries 0 0 0 Net Income (Loss) (7,391,945) 2,180,296 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, 1998 (in dollars, except shares and per share amount) AEPC CONSOLIDATED CCCo FRECo Operating Revenues 0 0 0 Equity of American Electric Power Company, Inc. in Earnings of Subsidiaries 0 0 0 Total 0 0 0 Operating Expenses: Fuel 0 0 0 Purchased Power 0 0 0 Other Operation 0 0 0 Maintenance 0 0 0 Depreciation and Amortization 0 0 0 Taxes Other Than Federal Income Taxes 0 0 0 Federal Income Taxes 0 0 0 Total Operating Expenses 0 0 0 Operating Income (Loss) 0 0 0 Nonoperating Income (Loss): Other Nonoperating Income (Loss) (3,979,146) 40 0 Total Nonoperating Income (Loss) (3,979,146) 40 0 Income (Loss) Before Interest Charges and Preferred Dividends (3,979,146) 40 0 Interest Charges (Net) 1,326,874 40 0 Preferred Stock Dividend Requirements of Subsidiaries 0 0 0 Net Income (Loss) (5,306,020) 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, 1998 (in dollars, except shares and per share amount) IFRI AEPPM Operating Revenues 0 0 Equity of American Electric Power Company, Inc. in Earnings of Subsidiaries 0 0 Total 0 0 Operating Expenses: Fuel 0 0 Purchased Power 0 0 Other Operation 0 0 Maintenance 0 0 Depreciation and Amortization 0 0 Taxes Other Than Federal Income Taxes 0 0 Federal Income Taxes 0 0 Total Operating Expenses 0 0 Operating Income (Loss) 0 0 Nonoperating Income (Loss): Other Nonoperating Income (Loss) 0 (138) Total Nonoperating Income (Loss) 0 (138) Income (Loss) Before Interest Charges and Preferred Dividends 0 (138) Interest Charges (Net) 0 0 Preferred Stock Dividend Requirements of Subsidiaries 0 0 Net Income (Loss) 0 (138) 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, 1998 JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Operating Revenues 1,672,243,717 0 1,672,243,717 Operating Expenses: Fuel 437,500,408 0 437,500,408 Purchased Power 303,116,086 303,116,086 Other Operation 254,717,487 254,717,487 Maintenance 134,855,424 134,855,424 Depreciation and Amortization 143,808,804 143,808,804 Taxes Other Than Federal Income Taxes 116,070,127 116,070,127 Federal Income Taxes 53,632,030 2 (1,600,000) 55,232,030 Total Operating Expenses 1,443,700,366 (1,600,000) 1,445,300,366 Operating Income 228,543,351 1,600,000 226,943,351 Nonoperating Income (Loss): Equity in Earnings of Subsidiary Companies 1 (1,308,923) 1,308,923 Other Nonoperating Income (Loss) (8,301,066) 2 (1,600,000) (6,701,066) Total Nonoperating Income (Loss) (8,301,066) (2,908,923) (5,392,143) Income (Loss) Before Interest Charges and Preferred Dividends 220,242,285 (1,308,923) 221,551,208 Interest Charges (net) 126,912,144 0 126,912,144 Preferred Stock Dividend Requirements 2,497,292 2,497,292 Earnings (Loss) Applicable to Common Stock 90,832,849 (1,308,923) 92,141,772 See Note to Consolidated Financial Statements Page C-1 APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1998 APCo CeCCo CACCo SACCo WVPCo Operating Revenues 1,672,243,717 0 0 0 0 Operating Expenses: Fuel 437,500,408 0 0 0 0 Purchased Power 303,116,086 0 0 0 0 Other Operation 254,717,487 0 0 0 0 Maintenance 134,855,424 0 0 0 0 Depreciation and Amortization 143,808,804 0 0 0 0 Taxes Other Than Federal Income Taxes 116,070,127 0 0 0 0 Federal Income Taxes 55,232,030 0 0 0 0 Total Operating Expenses 1,445,300,366 0 0 0 0 Operating Income 226,943,351 0 0 0 0 Nonoperating Income (Loss): Equity in Earnings of Subsidiary Companies 1,308,923 0 0 0 0 Other Nonoperating Income (Loss) (8,009,988) 586,254 23,859 692,090 6719 Total Nonoperating Income (Loss) (6,701,065) 586,254 23,859 692,090 6,719 Income (Loss) Before Interest Charges and Preferred Dividends 220,242,286 586,254 23,859 692,090 6,719 Interest Charges (net) 126,912,144 0 0 0 0 Preferred Stock Dividend Requirements 2,497,292 0 0 0 0 Earnings (Loss) Applicable to Common Stock 90,832,850 586,254 23,859 692,090 6,719 See Note to Consolidated Financial Statements Page C-1 COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF INCOME For Year Ended December 31, 1998 (in dollars) JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Operating Revenues 1,187,745,409 1, 2 (9,758,987) 1,197,504,396 Operating Expenses: Fuel 189,030,968 1, 2, 4 (216,471) 189,247,439 Purchased Power 237,687,879 237,687,879 Other Operation 202,719,795 1, 2 (7,822,611) 210,542,406 Maintenance 62,095,069 1, 2 (1,288,399) 63,383,468 Depreciation and Amortization 91,217,927 1, 2 (140,457) 91,358,384 Taxes Other Than Federal Income Taxes 116,547,724 1, 2 (291,049) 116,838,773 Federal Income Taxes 76,234,549 5 (950,000) 77,184,549 Total Operating Expenses 975,533,911 (10,708,987) 986,242,898 Operating Income (Loss) 212,211,498 950,000 211,261,498 Nonoperating Income (Loss) Equity in Earnings of Subsidiary Companies 0 3 (377,681) 377,681 Other Nonoperating Income (Loss) (1,343,863) 5 (950,000) (393,863) Total Nonoperating Income (Loss) (1,343,863) (1,327,681) (16,182) Income Before Interest Charges and Preferred Dividends 210,867,635 (377,681) 211,245,316 Interest Charges (net) 77,823,702 0 77,823,702 Preferred Stock Dividend Requirements 2,130,522 2,130,522 Earnings (Loss) Applicable to Common Stock 130,913,411 (377,681) 131,291,092 33,877 0 0 383,281 240,469 0 0 1,770,469 See Note to Consolidating Financial Statements on Page C-1. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF INCOME For Year Ended December 31, 1998 (in dollars) CSPCo CCPC Simco COLM Operating Revenues 1,187,745,409 9,480,587 278,400 0 Operating Expenses: Fuel 189,247,439 0 0 Purchased Power 237,687,879 0 0 Other Operation 202,719,795 7,820,987 1,624 Maintenance 62,095,069 1,288,399 0 Depreciation and Amortization 91,217,927 28,659 111,798 Taxes Other Than Federal Income Taxes 116,547,724 256,001 35,048 Federal Income Taxes 77,091,863 52,003 40,683 Total Operating Expenses 976,607,696 9,446,049 189,153 0 Operating Income (Loss) 211,137,713 34,538 89,247 0 Nonoperating Income (Loss) Equity in Earnings of Subsidiary Companies 77,681 Other Nonoperating Income (Loss) (654,123) 41,826 3,190 215,244 Total Nonoperating Income (Loss) (276,442) 41,826 3,190 215,244 Income Before Interest Charges and Preferred Dividends 210,861,271 76,364 92,437 215,244 Interest Charges (net) 77,817,338 6,364 0 0 Preferred Stock Dividend Requirements 2,130,522 0 0 0 Earnings (Loss) Applicable to Common Stock 130,913,411 70,000 92,437 215,244 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, 1998 (in dollars) JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED CONSOLIDATED NUMBER ADJUSTMENTS TOTAL Operating Revenues 1,405,793,769 1,405,793,769 Operating Expenses: Fuel 172,591,571 172,591,571 Purchased Power 298,046,210 298,046,210 Other Operation 347,207,018 347,207,018 Maintenance 157,592,933 157,592,933 Depreciation and Amortization 145,112,026 145,112,026 Taxes Other Than Federal Income Tax 67,592,203 67,592,203 Federal Income Taxes 51,644,891 2 (1,000,000) 52,644,891 Total Operating Expenses 1,239,786,852 (1,000,000) 1,240,786,852 Operating Income (Loss) 166,006,917 1,000,000 165,006,917 Nonoperating Income (Loss): Equity in Earnings of Subsidiary Companies 0 1 (685,219) 685,219 Other Nonoperating Income (Loss) (839,553) 2 (1,000,000) 160,447 Total Nonoperating Income (Loss) (839,553) (1,685,219) 845,666 Income Before Interest Charges and Preferred Di 165,167,364 (685,219) 165,852,583 Interest Charges (net) 68,539,823 0 68,539,823 Preferred Stock Dividend Requirements 4,823,887 4,823,887 Earnings Applicable to Common Stock 91,803,654 (685,219) 92,488,873 See Notes to Consolidating Financial Statements on Page C -1 INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1998 (in dollars) I&M BHCCo PRCCo Operating Revenues 1,405,793,769 0 0 Operating Expenses: Fuel 172,591,571 0 0 Purchased Power 298,046,210 0 0 Other Operation 347,207,018 0 0 Maintenance 157,592,933 0 0 Depreciation and Amortization 145,112,026 0 0 Taxes Other Than Federal Income Tax 67,592,203 0 0 Federal Income Taxes 52,644,891 0 0 Total Operating Expenses 1,240,786,852 0 0 Operating Income (Loss) 165,006,917 0 0 Nonoperating Income (Loss): Equity in Earnings of Subsidiary Companies 685,219 0 0 Other Nonoperating Income (Loss) (524,772) 685,219 0 Total Nonoperating Income (Loss) 160,447 685,219 0 Income Before Interest Charges and Preferred Di 165,167,364 685,219 0 Interest Charges (net) 68,539,823 0 0 Preferred Stock Dividend Requirements 4,823,887 0 0 Earnings Applicable to Common Stock 91,803,654 685,219 0 See Notes to Consolidating Financial Statements on Page C -1 OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1998 (in dollars) OPCo Journal ELIMINATIONS CONSOLIDATED Entry AND COMBINED Numbers ADJUSTMENTS TOTAL Operating Revenues 2,105,546,763 1,2,3 (411,938,136) 2,517,484,899 Operating Expenses: Fuel 738,522,227 1,2,3,7 (14,439,620) 752,961,847 Purchased Power 150,733,225 150,733,225 Other Operation 353,194,366 3 (269,877,436) 623,071,802 Maintenance 139,610,857 3 (78,062,218) 217,673,075 Depreciation and Amortization 144,492,479 3 (27,592,972) 172,085,451 Taxes Other Than Federal Income Taxe 169,353,092 3 (22,082,802) 191,435,894 Federal Income Taxes 120,268,548 6,8 (1,423,731) 121,692,279 Total Operating Expenses 1,816,174,794 (413,478,779) 2,229,653,573 Operating Income 289,371,969 1,540,643 287,831,326 Nonoperating Income: Equity in Earnings of Subsidiary Com 0 4 (1,777,129) 1,777,129 Other Nonoperating Income (Loss) 588,607 5,6,7,8 (1,758,554) 2,347,161 Total Nonoperating Income 588,607 (3,535,683) 4,124,290 Income Before Interest Charges and Pref 289,960,576 (1,995,040) 291,955,616 Interest Charges 80,035,323 5 (217,911) 80,253,234 Preferred Stock Dividend Requirements 1,474,561 1,474,561 Earnings Applicable to Common Stock 208,450,692 (1,777,129) 210,227,821 See Notes to Consolidating Financial Statements on Page C-1 OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 1998 (in dollars) OPCo COCCo SOCCo WCCo Operating Revenues 2,115,000,281 110,218,952 227,523,248 64,742,418 Operating Expenses: Fuel 752,961,847 Purchased Power 150,733,225 Other Operation 353,194,366 96,820,945 131,489,220 41,567,271 Maintenance 139,610,857 10,650,377 54,565,204 12,846,637 Depreciation and Amortization 144,492,479 3,356,207 19,642,562 4,594,203 Taxes Other Than Federal Income Taxe169,353,092 3,018,035 12,113,548 6,951,219 Federal Income Taxes 117,130,949 (808,233) 5,973,411 (603,848) Total Operating Expenses 1,827,476,815 113,037,331 223,783,945 65,355,482 Operating Income 287,523,466 (2,818,379) 3,739,303 (613,064) Nonoperating Income: Equity in Earnings of Subsidiary 1,777,129 Other Nonoperating Income (Loss) (1,984,332) 2,842,912 749,850 738,731 --------------- ------------- --------------- --------------- -------------- -------------- ------------ Total Nonoperating Income (207,203) 2,842,912 749,850 738,731 Income Before Interest Charges and Pref287,316,263 24,533 4,489,153 125,667 Interest Charges 77,391,010 23,813 2,836,161 2,250 Preferred Stock Dividend Requirements 1,474,561 Earnings Applicable to Common Stock 208,450,692 720 1,652,992 123,417 See Notes to Consolidating Financial Statements on Page C-1
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) JOURNAL ELIMINATIONS AEP ENTRY AND ASSETS CONSOLIDATED NUMBERS ADJUSTMENTS Electric Utility Plant: Production 9,591,210,817 Transmission 3,570,717,129 Distribution 4,779,772,239 General (including mining assets and nuclear fuel) 1,641,676,082 Construction Work In Progress 562,890,972 Total Electric Utility Plant 20,146,267,239 0 Accumulated Depreciation and Amortization (8,416,397,599) Net Electric Utility Plant 11,729,869,640 0 Other Plant 841,451,376 Other Property and Investments 2,515,103,061 1, 6 (4,860,340,560) Current Assets: Cash and Cash Equivalents 172,985,364 0 Accounts Receivable: Customers 557,382,304 Associated Companies 0 3 (319,143,145) Miscellaneous 360,782,523 3 7,450,011 Allowance for Uncollectible Accounts (11,075,147) Fuel - at average cost 215,698,885 Materials and Supplies - at average cost 279,822,519 Accrued Utility Revenues 186,006,405 Energy Marketing and Trading Contracts 372,379,667 7 (31,280) Prepayments and Other 83,686,902 7 31,280 Total Current Assets 2,217,669,422 (311,693,134) Regulatory Assets 1,846,717,792 5 6,627,218 Deferred Charges 332,390,587 3, 4 10,977,709 Total Assets 19,483,201,878 (5,154,428,767) See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) COMBINED APCo ASSETS TOTAL AEP CONSOLIDATED Electric Utility Plant: Production 9,591,210,817 0 1,976,729,325 Transmission 3,570,717,129 0 1,116,421,293 Distribution 4,779,772,239 0 1,641,278,081 General (including mining assets and nuclear fuel) 1,641,676,082 0 233,464,978 Construction Work In Progress 562,890,972 0 119,465,507 Total Electric Utility Plant 20,146,267,239 0 5,087,359,184 Accumulated Depreciation and Amortization (8,416,397,599) 0 (1,984,856,221) Net Electric Utility Plant 11,729,869,640 0 3,102,502,963 Other Plant 841,451,376 Other Property and Investments 7,375,443,621 4,886,189,239 111,019,754 Current Assets: Cash and Cash Equivalents 172,985,364 166,762 7,754,613 Accounts Receivable: Customers 557,382,304 0 122,746,200 Associated Companies 319,143,145 107,818 35,801,904 Miscellaneous 353,332,512 1,912,991 8,572,347 Allowance for Uncollectible Accounts (11,075,147) 0 (2,234,462) Fuel - at average cost 215,698,885 0 49,825,793 Materials and Supplies - at average cost 279,822,519 0 60,440,333 Accrued Utility Revenues 186,006,405 0 45,984,513 Energy Marketing and Trading Contracts 372,410,947 0 22,435,691 Prepayments and Other 83,655,622 99,811 8,152,236 Total Current Assets 2,529,362,556 2,287,382 359,479,168 Regulatory Assets 1,840,090,574 (720,574) 426,192,973 Deferred Charges 321,412,878 35,920,361 47,843,130 Total Assets 24,637,630,645 4,923,676,408 4,047,037,988 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) CSPCo CONSOLIDATED I&M ASSETS AEPPM CONSOLIDATED Electric Utility Plant: Production 1,521,610,996 2,556,732,302 Transmission 338,505,118 913,252,129 Distribution 936,613,079 768,803,267 General (including mining assets and nuclear fuel) 138,359,228 236,650,440 Construction Work In Progress 118,476,708 156,410,821 Total Electric Utility Plant 3,053,565,129 0 4,631,848,959 Accumulated Depreciation & Amortization (1,134,348,403) (2,081,355,478) Net Electric Utility Plant 1,919,216,726 0 2,550,493,481 Other Plant 0 73,087,550 Other Property and Investments 0 845,675,099 Current Assets: 7,205,891 Cash and Cash Equivalents 12,465,040 Accounts Receivable: 89,521,645 Customers 17,966,292 0 94,501,956 Associated Companies 11,988,968 100 19,528,049 Miscellaneous (2,597,637) 18,742,790 Allowance for Uncollectible Accounts 22,139,856 (2,027,036) Fuel - at average cost 33,263,363 0 20,857,185 Materials and Supplies - at average cost 40,126,553 78,009,131 Accrued Utility Revenues 12,669,923 37,276,962 Energy Marketing and Trading Contracts 29,084,246 0 14,105,168 Prepayments and Other 4,847,588 261,369,100 Total Current Assets 100 298,306,833 353,369,238 Regulatory Assets 0 421,474,659 74,647,350 Deferred Charges 0 32,572,565 2,681,689,964 Total Assets 100 4,148,522,637 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) OPCo ASSETS KEPCo KGPCo CONSOLIDATED Electric Utility Plant: Production 260,422,898 0 2,646,596,469 Transmission 326,904,239 13,943,027 838,741,727 Distribution 351,407,436 67,654,064 949,084,647 General (including mining assets and nuclear fuel) 74,900,749 4,872,325 693,530,339 Construction Work In Progress 30,075,995 1,617,356 129,887,187 Total Electric Utility Plant 1,043,711,317 88,086,772 5,257,840,369 Accumulated Depreciation & Amortization (315,545,934) (29,799,547) (2,461,375,740) Net Electric Utility Plant 728,165,383 58,287,225 2,796,464,629 Other Plant Other Property and Investments 12,077,536 1,793,350 218,310,850 Current Assets: Cash and Cash Equivalents 1,935,177 1,354,224 89,652,259 Accounts Receivable: Customers 23,294,531 5,206,894 215,665,093 Associated Companies 8,796,843 16,095,910 63,922,425 Miscellaneous 4,018,715 1,070,241 28,138,453 Allowance for Uncollectible Accounts (847,677) (46,288) (1,678,297) Fuel - at average cost 7,887,827 0 94,914,067 Materials and Supplies - at average cost 13,652,369 347,099 86,870,161 Accrued Utility Revenues 13,560,119 3,539,083 43,501,028 Energy Marketing and Trading Contracts 4,725,692 0 19,789,795 Prepayments and Other 1,657,329 1,020,139 34,522,962 Total Current Assets 78,680,925 28,587,302 675,297,946 Regulatory Assets 92,447,311 5,774,985 551,776,304 Deferred Charges 10,476,010 80,022 102,830,155 Total Assets 921,847,165 94,522,884 4,344,679,884 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) ASSETS WPCo AEPRESC AEPGCo Electric Utility Plant: Production 0 0 629,118,827 Transmission 22,949,596 0 0 Distribution 64,931,665 0 0 General (including mining assets and nuclear fuel) 7,850,063 0 3,149,826 Construction Work In Progress 2,766,170 0 4,191,228 Total Electric Utility Plant 98,497,494 0 636,459,881 Accumulated Depreciation & Amortization (39,061,859) 0 (277,855,039) Net Electric Utility Plant 59,435,635 0 358,604,842 Other Plant Other Property and Investments 2,755,450 125,194 6,020 Current Assets: Cash and Cash Equivalents 1,066,167 81,333 (483,377) Accounts Receivable: Customers 6,445,985 0 0 Associated Companies 1,184,888 178,505 22,234,686 Miscellaneous 1,245,291 3,528,873 658,824 Allowance for Uncollectible Accounts (85,821) 0 0 Fuel - at average cost 0 0 11,308,031 Materials and Supplies - at average cost 157,591 0 3,900,321 Accrued Utility Revenues 2,018,147 0 0 Energy Marketing and Trading Contracts 0 0 0 Prepayments and Other 207,811 11,164 267,092 Total Current Assets 12,240,059 3,799,875 37,885,577 Regulatory Assets 11,750,456 0 (22,660,305) Deferred Charges 1,608,512 534,895 695,994 Total Assets 87,790,112 4,459,964 374,532,128 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) AEPR ASSETS AEPINV CONSOLIDATED AEPES Electric Utility Plant: Production 0 0 0 Transmission 0 0 0 Distribution 0 0 0 General (including mining assets and nuclear fuel) 0 0 0 Construction Work In Progress 0 0 0 Total Electric Utility Plant 0 0 0 Accumulated Depreciation & Amortization 0 0 0 Net Electric Utility Plant 0 0 0 Other Plant 841,451,376 Other Property and Investments 2,554,946 1,059,929,842 39,188,515 Current Assets: Cash and Cash Equivalents 128,946 43,035,915 6,968,765 Accounts Receivable: Customers 0 0 0 Associated Companies 0 9,588,758 14,108,655 Miscellaneous 157 85,312,858 179,933,675 Accum Provision Uncollectible 0 (557,929) (1,000,000) Fuel - at average cost 0 2,461,568 6,304,558 Materials and Supplies - at average cost 0 2,538,593 0 Accrued Utility Revenues 0 0 Energy marketing and Trading Contracts 0 0 298,684,678 Prepayments and Other 0 2,748,832 2,109 Total Current Assets 129,103 145,128,595 505,002,440 Regulatory Assets Deferred Charges 0 12,323,340 27,464 Total Assets 2,684,049 2,058,833,153 544,218,419 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) AEPC ASSETS AEPSC CONSOLIDATED CCCo Electric Utility Plant: Production 0 0 Transmission 0 0 Distribution 0 0 General (including mining assets and nuclear fuel) 248,898,134 0 Construction Work In Progress 0 0 Total Electric Utility Plant 248,898,134 0 0 Accumulated Depreciation & Amortization (92,199,378) 0 Net Electric Utility Plant 156,698,756 0 0 Other Plant Other Property and Investments 87,669,333 34,359,097 700,846 Current Assets: Cash and Cash Equivalents 1,391,967 224,051 12,039 Accounts Receivable: Customers 0 0 Associated Companies 109,143,730 143,627 336,531 Miscellaneous 7,883,160 319,535 5,634 Accum Provision Uncollectible 0 0 Fuel - at average cost 0 0 Materials and Supplies - at average cost 0 643,558 0 Accrued Utility Revenues 0 0 Energy marketing and Trading Contracts 0 0 0 Prepayments and Other 1,030,154 1,758 2,391 Total Current Assets 119,449,011 1,332,529 356,595 Regulatory Assets 765,527 (80,000) Deferred Charges 1,851,672 0 1,348 Total Assets 366,434,299 35,691,626 978,789 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) ASSETS FRECo IFRI Electric Utility Plant: Production 0 0 Transmission 0 0 Distribution 0 0 General (including mining assets and nuclear fuel) 0 0 Construction Work In Progress 0 0 Total Electric Utility Plant 0 0 Accumulated Depreciation & Amortization 0 0 Net Electric Utility Plant 0 0 Other Plant Other Property and Investments 1,000 0 Current Assets: Cash and Cash Equivalents 24,769 823 Accounts Receivable: Customers 0 0 Associated Companies 4,247 177 Miscellaneous 0 0 Accum Provision Uncollectible 0 0 Fuel - at average cost 0 0 Materials and Supplies - at average cost 0 0 Accrued Utility Revenues 0 0 Energy marketing and Trading Contracts 0 0 Prepayments and Other 0 0 Total Current Assets 29,016 1,000 Regulatory Assets 0 Deferred Charges 60 0 Total Assets 30,076 1,000 See Note to Consolidating Financial Statements on Page C-1 APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED ASSETS CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Electric Utility Plant: Production 1,976,729,325 1,976,729,325 Transmission 1,116,421,293 1,116,421,293 Distribution 1,641,278,081 1,641,278,081 General 233,464,978 233,464,978 Construction Work In Progress 119,465,507 119,465,507 Total Electric Utility Plant 5,087,359,184 0 5,087,359,184 Accum Depreciation & Amort (1,984,856,221) (1,984,856,221) Net Utility Plant 3,102,502,963 0 3,102,502,963 Other Property and Investments 111,019,754 1 (10,968,603) 121,988,357 CURRENT ASSETS: Cash and Cash Equivalents 7,754,613 7,754,613 Accounts Receivable: Customers 122,746,200 122,746,200 Affiliated Companies 35,801,904 2 (10,572,876) 46,374,780 Miscellaneous 8,572,347 8,572,347 Allowance for Uncollectible Accounts (2,234,462) (2,234,462) Fuel - at average cost 49,825,793 49,825,793 Materials and Supplies 60,440,333 60,440,333 Accrued Utility Revenues 45,984,513 45,984,513 Energy Marketing and Trading Contracts 22,435,691 22,435,691 Prepayments and Other 8,152,236 8,152,236 Total Current Assets 359,479,168 (10,572,876) 370,052,044 Regulatory Assets 426,192,973 426,192,973 Deferred Charges 47,843,130 2 (887) 47,844,017 Total Assets 4,047,037,988 (21,542,366) 4,068,580,354 See Notes to Consolidated Financial Statements on Page C-1 APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) ASSETS APCo CeCCo CACCo SACCo WVPCo Electric Utility Plant: Production 1,976,729,325 0 0 0 0 Transmission 1,116,421,293 0 0 0 0 Distribution 1,641,278,081 0 0 0 General 233,464,978 0 0 0 0 Construction Work In Progress 119,465,507 0 0 0 0 Total Electric Utility Plant 5,087,359,184 0 0 0 0 Accum Depreciation & Amort (1,984,856,221) 0 0 0 0 Net Utility Plant 3,102,502,963 0 0 0 0 Other Property and Investments 116,656,493 439,756 0 4,882,481 9,627 CURRENT ASSETS: Cash and Cash Equivalents 5,006,957 994,140 132,970 1,384,492 236,054 Accounts Receivable: Customers 122,746,200 Affiliated Companies 35,771,531 8,036,066 2,032,429 534,384 370 Miscellaneous 7,936,962 57,799 223 526,800 563 Allowance for Uncollectible Accounts (2,234,462) 0 0 0 0 Fuel - at average cost 49,825,793 0 0 0 0 Materials and Supplies 60,440,333 0 0 0 0 Accrued Utility Revenues 45,984,513 0 0 0 0 Energy Marketing and Trading Contracts 22,435,691 0 0 0 0 Prepayments and Other 7,427,275 724,961 0 0 0 Total Current Assets 355,390,793 9,812,966 2,165,622 2,445,676 236,987 Regulatory Assets 427,449,770 (755,943) (259,000) (241,854) 0 Deferred Charges 47,842,817 104 110 247 739 Total Assets 4,049,842,836 9,496,883 1,906,732 7,086,550 247,353 See Notes to Consolidated Financial Statements on Page C-1 COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) JOURNAL CSPCo ENTRY CSPCo COMBINED ASSETS CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Electric Utility Plant: Production 1,521,610,996 1,521,610,996 Transmission 338,505,118 338,505,118 Distribution 936,613,079 936,613,079 General and Miscellaneous 138,359,228 138,359,228 Construction Work In Progress 118,476,708 118,476,708 Total Electric Utility Plant 3,053,565,129 0 3,053,565,129 Accumulated Depreciation (1,134,348,403) (1,134,348,403) Net Electric Utility Plant 1,919,216,726 0 1,919,216,726 Other Property and Investments 73,087,550 3 (3,543,732) 76,631,282 Current Assets: Cash and Cash Equivalents 7,205,891 7,205,891 Accounts Receivable: Customers 89,521,645 89,521,645 Affiliated Companies 17,966,292 2 (1,005,972) 18,972,264 Miscellaneous 11,988,968 11,988,968 Allowance for Uncollectable Accts (2,597,637) (2,597,637) Fuel - at average cost 22,139,856 22,139,856 Materials and Supplies - At avg. cost 33,263,363 33,263,363 Accrued Utility Revenues 40,126,553 40,126,553 Energy Marketing and Trading Contracts 12,669,923 12,669,923 Prepayments and Others 29,084,246 29,084,246 Total Current Assets 261,369,100 (1,005,972) 262,375,072 Regulatory Assets 353,369,238 353,369,238 Deferred Charges 74,647,350 1,2,3 (33,382) 74,680,732 Total 2,681,689,964 (4,583,086) 2,686,273,050 See Note to Consolidating Financial Statements on Page C-1. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) ASSETS CSPCo CCPC Simco COLM Electric Utility Plant: Production 1,521,610,996 Transmission 338,505,118 Distribution 936,613,079 General and Miscellaneous 135,697,306 840,546 1,821,376 Construction Work In Progress 118,476,708 Total Electric Utility Plant 3,050,903,207 840,546 1,821,376 0 Accumulated Depreciation (1,132,527,174) (547,488) (1,273,741) Net Electric Utility Plant 1,918,376,033 293,058 547,635 0 Other Property and Investments 73,829,915 809,428 0 1,991,939 Current Assets: Cash and Cash Equivalents 7,045,549 18,466 81,563 60,313 Accounts Receivable: Customers 89,521,645 89,521,645 Affiliated Companies 18,026,137 922,927 23,200 Miscellaneous 11,943,370 5,682 7,876 32,040 Allowance for Uncollectable Accts (2,597,637) Fuel - at average cost 22,139,856 Materials and Supplies-At avg. cost 32,446,022 817,341 Accrued Utility Revenues 40,126,553 Energy Marketing and Trading Contracts 12,669,923 Prepayments and Others 29,046,762 11,020 10,402 16,062 Total Current Assets 260,368,180 1,775,436 123,041 108,415 Regulatory Assets 353,085,373 283,865 Deferred Charges 73,094,077 1,500,115 3,600 82,940 Total 2,678,753,578 4,661,902 674,276 2,183,294 See Note to Consolidating Financial Statements on Page C-1. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED ASSETS CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL ELECTRIC UTILITY PLANT: Production 2,556,732,302 2,556,732,302 Transmission 913,252,129 913,252,129 Distribution 768,803,267 768,803,267 General (including nuclear fuel) 236,650,440 236,650,440 Construction Work In Progress 156,410,821 156,410,821 Total Electric Utility Plant 4,631,848,959 4,631,848,959 Accumulated Depreciation & Amortortization (2,081,355,478) (2,081,355,478) Net Utility Plant 2,550,493,481 2,550,493,481 Other Property and Investments 845,675,099 1 (66,468,298) 912,143,397 CURRENT ASSETS: Cash and Cash Equivalents 12,465,040 12,465,040 Accounts Receivable: Customers 94,501,956 94,501,956 Associated Companies 19,528,049 2 (310,385) 19,838,434 Miscellaneous 18,742,790 18,742,790 Allowance for Uncollectible Accounts (2,027,036) (2,027,036) Fuel - at average cost 20,857,185 20,857,185 Materials and Supplies - at average cost 78,009,131 78,009,131 Accrued Utility Revenues 37,276,962 37,276,962 Energy Marketing and Trading Contracts 14,105,168 14,105,168 Prepayments and Other 4,847,588 4,847,588 Total Current Assets 298,306,833 (310,385) 298,617,218 Regulatory Assets 421,474,659 0 421,474,659 Deferred Charges 32,572,565 2,3 (66,057) 32,638,622 Total 4,148,522,637 (66,844,740) 4,215,367,377 See Notes to Consolidating Financial Statements on Page C -1 INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) ASSETS I&M BHCCo PRCCo ELECTRIC UTILITY PLANT: Production 2,556,732,302 0 0 Transmission 913,252,129 0 0 Distribution 768,803,267 0 0 General (including nuclear fuel) 236,650,440 0 0 Construction Work In Progress 156,410,821 0 0 Total Electric Utility Plant 4,631,848,959 0 0 Accumulated Depreciation & Amortortization (2,081,355,478) 0 0 Net Utility Plant 2,550,493,481 0 0 Other Property and Investments 851,283,189 60,860,208 0 CURRENT ASSETS: Cash and Cash Equivalents 12,449,026 16,014 0 Accounts Receivable: Customers 94,501,956 0 0 Associated Companies 19,516,445 294,714 27,275 Miscellaneous 9,656,483 9,086,307 0 Allowance for Uncollectible Accounts (2,027,036) 0 0 Fuel - at average cost 20,857,185 0 0 Materials and Supplies - at average cost 78,009,131 0 0 Accrued Utility Revenues 37,276,962 0 0 Energy Marketing and Trading Contracts 14,105,168 0 0 Prepayments and Other 4,760,645 86,943 0 Total Current Assets 289,105,965 9,483,978 27,275 Regulatory Assets 416,857,932 4,616,727 0 Deferred Charges 32,638,310 312 0 Total 4,140,378,877 74,961,225 27,275 See Notes to Consolidating Financial Statements on Page C -1 OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) OPCo Journal ELIMINATIONS CONSOLIDATED Entry AND COMBINED ASSETS Numbers ADJUSTMENTS TOTAL ELECTRIC UTILITY PLANT: Production 2,646,596,469 2,646,596,469 Transmission 838,741,727 838,741,727 Distribution 949,084,647 949,084,647 General (including mining assets) 693,530,339 693,530,339 Construction Work In Progress 129,887,187 129,887,187 Total Electric Utility Plant 5,257,840,369 5,257,840,369 Accumulated Depreciation & Amortizati(2,461,375,740) (2,461,375,740) Net Utility Plant 2,796,464,629 2,796,464,629 Other Property and Investments 218,310,850 1 (68,055,907) 286,366,757 CURRENT ASSETS: Cash and Cash Equivalents 89,652,259 89,652,259 Accounts Receivable: Customers 215,665,093 215,665,093 Affiliated Companies 63,922,425 2 (22,953,393) 86,875,818 Miscellaneous 28,138,453 28,138,453 Allowance for Provision Uncollectibl (1,678,297) (1,678,297) Fuel - at average cost 94,914,067 94,914,067 Materials and Supplies - at average c 86,870,161 86,870,161 Accrued Utility Revenues 43,501,028 43,501,028 Energy Marketing and Trading Contract 19,789,795 19,789,795 Prepayments and Other 34,522,962 34,522,962 Total Current Assets 675,297,946 (22,953,393) 698,251,339 Regulatory Assets 551,776,304 551,776,304 Deferred Charges 102,830,155 1,2 270,245 102,559,910 Total 4,344,679,884 (90,739,055) 4,435,418,939 See Notes to Consolidating Financial Statements on Page C - 1 OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) OPCo COCCo SOCCo WCCo ASSETS ELECTRIC UTILITY PLANT: Production 2,646,596,469 0 0 0 Transmission 838,741,727 0 0 0 Distribution 949,084,647 0 0 0 General (including mining assets) 218,637,695 42,041,917 373,694,490 59,156,237 Construction Work In Progress 126,579,278 30 3,307,879 Total Electric Utility Plant 4,779,639,816 42,041,947 377,002,369 59,156,237 Accumulated Depreciation & Amortizati(2,144,206,052) (36,584,227) (241,071,094) (39,514,367) Net Utility Plant 2,635,433,764 5,457,720 135,931,275 19,641,870 Other Property and Investments 187,030,246 11,667,556 87,651,934 17,021 CURRENT ASSETS: Cash and Cash Equivalents 22,580,052 52,476,995 4,499,805 10,095,407 Accounts Receivable: Customers 215,665,093 Affiliated Companies 72,180,594 4,118,065 9,015,226 1,561,933 Miscellaneous 19,839,152 277,547 3,607,382 4,414,372 Allowance for Provision Uncollectibl (1,678,297) Fuel - at average cost 92,928,758 140,359 1,793,534 51,416 Materials and Supplies - at average c 65,405,635 6,666,279 10,818,980 3,979,267 Accrued Utility Revenues 43,501,028 Energy Marketing and Trading Contract 19,789,795 Prepayments and Other 33,440,525 147,751 644,150 290,536 Total Current Assets 583,652,335 63,826,996 30,379,077 20,392,931 Regulatory Assets 513,793,707 141,848 41,166,844 (3,326,095) Deferred Charges 98,097,688 997,935 3,191,653 272,634 Total 4,018,007,740 82,092,055 298,320,783 36,998,361 See Notes to Consolidating Financial Statements on Page C - 1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) JOURNAL ELIMINATIONS AEP ENTRY AND CAPITALIZATION AND LIABILITIES CONSOLIDATED NUMBERS ADJUSTMENTS Capitalization: Common Stock 1,305,307,049 1 (738,722,213) Paid-in Capital 1,852,911,850 1, 2 (2,929,301,162) Retained Earnings 1,683,560,705 1, 5 (1,179,542,727) Total Common Shareholders' Equity 4,841,779,604 (4,847,566,102) Cumulative Preferred Stock: Not Subject to Mandatory Redemption 46,001,597 Subject to Mandatory Redemption 127,605,000 Long-term Debt 6,799,640,663 1 (1,100,000) Total Capitalization 11,815,026,864 (4,848,666,102) Other Noncurrent Liabilities 1,428,968,116 6 (7,180,802) Current Liabilities: Long-Term Debt due Within One Year 206,476,645 Short-term Debt 616,603,960 Accounts Payable: General 618,019,190 3 5,196,208 Associated Companies 0 3 (288,832,607) Taxes Accrued 381,905,495 Interest Accrued 75,183,700 Obligations Under Capital Leases 81,661,166 Energy Markets and Trading Contracts 360,247,755 Other 461,539,139 3, 4 (17,079,026) Total Current Liabilities 2,801,637,050 (300,715,425) Deferred Income Tax 2,601,401,623 5 6,627,218 Deferred Investment Tax Credits 350,946,216 5 (12,307,602) Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 222,042,287 Other Deferred Credits 263,179,722 2, 6 7,813,946 Total 19,483,201,878 (5,154,428,767) See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) COMBINED APCo CAPITALIZATION AND LIABILITIES TOTAL AEP CONSOLIDATED Capitalization: Common Stock 2,044,029,262 1,305,307,049 260,457,768 Paid-in Capital 4,782,213,012 1,852,911,850 663,633,311 Retained Earnings 2,863,103,432 1,683,560,705 179,460,789 Total Common Shareholders' Equity 9,689,345,706 4,841,779,604 1,103,551,868 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 46,001,597 0 19,358,700 Subject to Mandatory Redemption 127,605,000 0 22,310,000 Long-term Debt 6,800,740,663 0 1,472,450,564 Total Capitalization 16,663,692,966 4,841,779,604 2,617,671,132 Other Noncurrent Liabilities 1,436,148,918 0 171,879,101 Current Liabilities: Long-Term Debt due Within One Year 206,476,645 0 80,004,244 Short-term Debt 616,603,960 77,795,000 76,400,000 Accounts Payable: General 612,822,982 449,894 60,569,396 Associated Companies 288,832,607 2,959,637 50,312,879 Taxes Accrued 381,905,495 432 35,719,035 Interest Accrued 75,183,700 0 19,990,364 Obligations Under Capital Leases 81,661,166 0 12,746,643 Energy Markets and Trading Contracts 360,247,755 24,076,279 Other 478,618,165 1,402,885 123,852,576 Total Current Liabilities 3,102,352,475 82,607,848 483,671,416 Deferred Income Tax 2,594,774,405 (720,572) 643,711,083 Deferred Investment Tax Credits 363,253,818 0 62,231,414 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 222,042,287 0 0 Other Deferred Credits 255,365,776 9,528 67,873,842 Total 24,637,630,645 4,923,676,408 4,047,037,988 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) CSPCo I&M CAPITALIZATION AND LIABILITIES CONSOLIDATED AEPPM CONSOLIDATED Capitalization: Common Stock 41,026,065 100 56,583,866 Paid-in Capital 572,492,277 0 732,605,446 Retained Earnings 186,440,750 (138) 253,154,072 Total Common Shareholders' Equity 799,959,092 (38) 1,042,343,384 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 0 0 9,272,897 Subject to Mandatory Redemption 25,000,000 0 68,445,000 Long-term Debt 959,786,412 0 1,140,788,911 Total Capitalization 1,784,745,504 (38) 2,260,850,192 Other Noncurrent Liabilities 42,175,820 0 686,253,756 Current Liabilities: Long-Term Debt due Within One Year 0 0 35,000,000 Short-term Debt 52,500,000 0 108,700,000 Accounts Payable: General 34,631,223 0 53,187,506 Associated Companies 37,131,704 185 37,646,549 Taxes Accrued 141,831,129 0 35,160,682 Interest Accrued 14,354,653 0 15,278,526 Obligations Under Capital Leases 7,026,865 0 9,666,736 Energy Markets and Trading Contracts 13,681,702 0 15,227,525 Other 30,170,245 0 72,066,003 Total Current Liabilities 331,327,521 185 381,933,527 Deferred Income Tax 442,099,807 (47) 559,288,309 Deferred Investment Tax Credits 48,709,920 0 129,778,893 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 0 0 88,712,105 Other Deferred Credits 32,631,392 0 41,705,855 Total 2,681,689,964 100 4,148,522,637 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) OPCo CAPITALIZATION AND LIABILITIES KEPCo KGPCo CONSOLIDATED Capitalization: Common Stock 50,450,000 4,100,000 321,201,454 Paid-in Capital 148,750,000 13,800,000 462,334,762 Retained Earnings 71,451,987 7,098,852 587,500,231 Total Common Shownrs' Equity 270,651,987 24,998,852 1,371,036,447 Cumulative Preferred Stock: Non Subj Mandatory Redemption 0 0 17,370,000 Subject Mand Redemp Less Curr 0 0 11,850,000 Long-term Debt Less Current 308,837,906 15,000,000 1,073,455,840 Total Capitalization 579,489,893 39,998,852 2,473,712,287 Other Noncurrent Liabilities 26,826,757 2,044,270 360,329,934 Current Liabilities: Long-term Debt Due Within One Year 60,000,000 10,000,000 11,472,401 Short-term Debt 20,350,000 3,725,000 123,005,000 Accounts Payable: General 12,917,041 1,207,515 173,368,919 Associated Companies 11,813,627 6,244,950 62,417,552 Taxes Accrued 7,255,946 1,097,377 161,405,658 Interest Accrued 6,241,355 747,057 14,186,821 Obligations Under Capital Leases 4,019,780 285,590 28,310,265 Energy Marketing and Trading Contracts 5,088,589 22,479,947 Other 13,630,561 18,895,992 97,916,166 Total Current Liabilities 141,316,899 42,203,481 694,562,729 Deferred Income Tax 158,706,300 9,172,722 711,913,308 Deferred Investment Tax Credits 14,199,899 942,309 39,295,832 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 0 Deferred Credits 1,307,417 161,250 64,865,794 Total 921,847,165 94,522,884 4,344,679,884 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) CAPITALIZATION AND LIABILITIES WPCo AEPRESC AEGCo Capitalization: Common Stock 2,428,460 110,000 1,000,000 Paid-in Capital 14,595,573 3,890,000 35,235,000 Retained Earnings 6,886,549 (1,814,462) 2,769,730 Total Common Shownrs' Equity 23,910,582 2,185,538 39,004,730 Cumulative Preferred Stock: Non Subj Mandatory Redemption 0 0 0 Subject Mand Redemp Less Curr 0 0 0 Long-term Debt Less Current 21,000,000 0 44,792,011 Total Capitalization 44,910,582 2,185,538 83,796,741 Other Noncurrent Liabilities 6,346,065 46,221 895,522 Current Liabilities: Long-term Debt Due Within One Year 5,000,000 0 0 Short-term Debt 5,225,000 0 24,450,000 Accounts Payable: General 270,352 572,955 6,419,323 Associated Companies 5,415,191 685,958 5,461,428 Taxes Accrued 2,121,165 153,881 3,226,879 Interest Accrued 589,606 0 180,330 Obligations Under Capital Leases 644,026 0 364,154 Energy Marketing and Trading Contracts Other 1,723,855 248,651 10,440,748 Total Current Liabilities 20,989,195 1,661,445 50,542,862 Deferred Income Tax 14,650,383 (177,227) 39,404,367 Deferred Investment Tax Credits 529,587 0 66,562,454 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 133,330,182 Deferred Credits 364,300 743,987 0 Total 87,790,112 4,459,964 374,532,128 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) AEPR CAPITALIZATION AND LIABILITIES AEPINV CONSOLIDATED AEPES Capitalization: Common Stock 100 100 200 Paid-in Capital 16,499,195 245,575,962 4,225,000 Retained Earnings (9,121,032) (76,102,281) (19,366,076) Total Common Shownrs' Equity 7,378,263 169,473,781 (15,140,876) Cumulative Preferred Stock: Non Subj Mandatory Redemption 0 0 0 Subject Mand Redemp Less Curr 0 0 0 Long-term Debt Less Current 0 1,703,529,019 0 Total Capitalization 7,378,263 1,873,002,800 (15,140,876) Other Noncurrent Liabilities: 0 0 0 Current Liabilities: Long-term Debt Due Within One Year 0 0 0 Short-term Debt 0 17,203,960 62,025,000 Accounts Payable: General 0 69,723,353 177,364,650 Associated Companies 16,000 15,500,499 9,993,886 Taxes Accrued (13,226) (4,657,687) (5,889,651) Interest Accrued 0 3,212,300 1,267 Obligation Under Capital Leases 0 0 0 Energy Marketing and Trading Contracts 0 0 279,693,713 Other 0 24,291,744 5,905,964 Total Current Liabilities 2,774 125,274,169 529,094,829 Deferred Income Taxes (4,696,988) 42,782,482 6,645,330 Deferred Investment Tax Credits 0 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 Deferred Credits 0 17,773,702 23,619,136 Total 2,684,049 2,058,833,153 544,218,419 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) AEPC CAPITALIZATION AND LIABILITIES AEPSC CONSOLIDATED CCCo Capitalization: Common Stock 1,350,000 100 3,000 Paid-in Capital 0 14,459,900 1,204,736 Retained Earnings 0 (8,836,213) 0 Total Common Shownrs' Equity 1,350,000 5,623,787 1,207,736 Cumulative Preferred Stock: Non Subj Mandatory Redemption 0 0 0 Subject Mand Redemp Less Curr 0 0 0 Long-term Debt Less Current 61,100,000 0 0 Total Capitalization 62,450,000 5,623,787 1,207,736 Other Noncurrent Liabilities: 131,970,320 7,180,802 200,350 Current Liabilities: Long-term Debt Due Within One Year 5,000,000 0 0 Short-term Debt 28,825,000 16,400,000 0 Accounts Payable: General 20,506,997 1,633,059 792 Associated Companies 37,841,392 5,314,607 76,463 Taxes Accrued 5,346,926 (853,051) 0 Interest Accrued 398,829 2,592 0 Obligation Under Capital Leases 18,597,107 0 0 Energy Marketing and Trading Contracts 0 0 Other 78,063,268 267 9,240 Total Current Liabilities 194,579,519 22,497,474 86,495 Deferred Income Taxes (27,753,394) 289,276 (540,734) Deferred Investment Tax Credits 1,003,510 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 Deferred Credits 4,184,344 100,287 24,942 Total 366,434,299 35,691,626 978,789 See Note to Consolidating Financial Statements on Page C-1 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) CAPITALIZATION AND LIABILITIES FRECo IFRI Capitalization: Common Stock 10,000 1,000 Paid-in Capital 0 0 Retained Earnings 19,969 0 Total Common Shownrs' Equity 29,969 1,000 Cumulative Preferred Stock: Non Subj Mandatory Redemption 0 0 Subject Mand Redemp Less Curr 0 0 Long-term Debt Less Current 0 0 Total Capitalization 29,969 1,000 Other Noncurrent Liabilities: 0 0 Current Liabilities: Long-term Debt Due Within One Year 0 0 Short-term Debt 0 0 Accounts Payable: General 7 0 Associated Companies 100 0 Taxes Accrued 0 0 Interest Accrued 0 0 Obligation Under Capital Leases 0 0 Energy Marketing and Trading Contracts 0 0 Other 0 0 Total Current Liabilities 107 0 Deferred Income Taxes 0 Deferred Investment Tax Credits 0 Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 Deferred Credits 0 0 Total 30,076 1,000 See Note to Consolidating Financial Statements on Page C-1 APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED CAPITALIZATION AND LIABILITIES CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL CAPITALIZATION: Common Stock 260,457,768 1 (210,050) 260,667,818 Paid-In Capital 663,633,311 1 (16,113,293) 679,746,604 Retained Earnings 179,460,789 1 5,354,740 174,106,049 Total Common Shareholder's Equity 1,103,551,868 (10,968,603) 1,114,520,471 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 19,358,700 19,358,700 Subject to Mandatory Redemption 22,310,000 22,310,000 Long-term Debt 1,472,450,564 0 1,472,450,564 Total Capitalization 2,617,671,132 (10,968,603) 2,628,639,735 Other Noncurrent Liabilities 171,879,101 0 171,879,101 CURRENT LIABILITIES: Long-term Debt Due Within One Year 80,004,244 80,004,244 Short-term Debt 76,400,000 76,400,000 Accounts Payable: General 60,569,396 60,569,396 Affiliated Companies 50,312,879 2 (10,573,763) 60,886,642 Taxes Accrued 35,719,035 35,719,035 Interest Accrued 19,990,364 19,990,364 Obligations Under Capital Leases 12,746,643 12,746,643 Energy Marketing and Trading Contracts 24,076,279 24,076,279 Other 123,852,576 123,852,576 Total Current Liabilities 483,671,416 (10,573,763) 494,245,179 Deferred Income Taxes 643,711,083 643,711,083 Deferred Investment Tax Credit 62,231,414 62,231,414 Deferred Credits 67,873,842 67,873,842 Total 4,047,037,988 (21,542,366) 4,068,580,354 APPALACHIAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) CAPITALIZATION AND LIABILITIES APCo CeCCo CACCo SACCo WVPCo CAPITALIZATION: Common Stock 260,457,768 200,000 3,000 6,950 100 Paid-In Capital 663,633,311 5,168,403 449,990 10,300,000 194,900 Retained Earnings 179,460,789 (2,987,233) (179,842) (2,239,306) 51,641 Total Common Shareholder's Equity 1,103,551,868 2,381,170 273,148 8,067,644 246,641 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 19,358,700 0 0 0 0 Subject to Mandatory Redemption 22,310,000 0 0 0 0 Long-term Debt 1,472,450,564 0 0 0 0 Total Capitalization 2,617,671,132 2,381,170 273,148 8,067,644 246,641 Other Noncurrent Liabilities 160,627,732 7,874,762 2,668,556 708,051 0 CURRENT LIABILITIES: Long-term Debt Due Within One Year 80,004,244 0 0 0 0 Short-term Debt 76,400,000 0 0 0 0 Accounts Payable: General 60,092,050 477,346 0 0 0 Affiliated Companies 60,122,416 712,962 47,522 3,742 0 Taxes Accrued 35,715,251 60,341 (66,070) 8,801 712 Interest Accrued 19,990,364 0 0 0 0 Obligations Under Capital Leases 12,746,643 0 0 0 0 Energy Marketing and Trading Contracts 24,076,279 0 0 0 0 Other 123,081,938 435,484 271,678 63,476 0 Total Current Liabilities 492,229,185 1,686,133 253,130 76,019 712 Deferred Income Taxes 652,317,352 (4,137,836) (1,311,205) (3,157,228) 0 Deferred Investment Tax Credit 62,231,414 0 0 0 0 Deferred Credits 64,766,021 1,692,654 23,103 1,392,064 0 Total 4,049,842,836 9,496,883 1,906,732 7,086,550 247,353 COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CAPITALIZATION AND LIABILITIES CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Capitalization: Common Stock 41,026,065 1 (1,609,000) 42,635,065 Paid-In Capital 572,492,277 1 (770,404) 573,262,681 Retained Earnings 186,440,750 1 (1,164,329) 187,605,079 Total Common Shareholder's Equity 799,959,092 (3,543,733) 803,502,825 Cumulative Preferred Stock - Subject to Mandatory Redemption 25,000,000 25,000,000 Long-Term Debt 959,786,412 959,786,412 Total Capitalization 1,784,745,504 (3,543,733) 1,788,289,237 Other Noncurrent Liabilities 42,175,820 42,175,820 Current Liabilities: Short-term Debt 52,500,000 52,500,000 Accounts Payable: General 34,631,223 34,631,223 Affiliated Companies 37,131,704 2 (1,016,153) 38,147,857 Taxes Accrued 141,831,129 141,831,129 Interest Accrued 14,354,653 14,354,653 Obligations+D1040 Under Capital Leases 7,026,865 7,026,865 Energy Marketing and Trading Contracts 13,681,702 13,681,702 Other 30,170,245 3 (23,200) 30,193,445 Total Current Liabilities 331,327,521 (1,039,353) 332,366,874 Deferred Income Taxes 442,099,807 442,099,807 Deferred Investment Tax Credits 48,709,920 48,709,920 Deferred Credits 32,631,392 32,631,392 Total 2,681,689,964 (4,583,086) 2,686,273,050 See Note to Consolidating Financial Statements on Page C-1. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) CAPITALIZATION AND LIABILITIES CSPCo CCPC Simco COLM Capitalization: Common Stock 41,026,065 100,000 9,000 1,500,000 Paid-In Capital 572,492,277 400,000 340,404 30,000 Retained Earnings 186,440,750 889,983 33,877 240,469 Total Common Shareholder's Equity 799,959,092 1,389,983 383,281 1,770,469 Cumulative Preferred Stock - Subject to Mandatory Redemption 25,000,000 0 0 0 Long-Term Debt 959,786,412 0 0 0 Total Capitalization 1,784,745,504 1,389,983 383,281 1,770,469 Other Noncurrent Liabilities 40,799,382 1,376,438 0 0 Current Liabilities: Short-term Debt 52,500,000 0 0 0 Accounts Payable: General 34,425,762 205,461 0 0 Affiliated Companies 37,649,501 295,343 23,793 179,220 Taxes Accrued 141,689,178 (20,391) 4,337 158,005 Interest Accrued 14,354,653 0 0 0 Obligations+D1040 Under Capital Leases 6,971,036 55,829 0 0 Energy Marketing and Trading Contracts 13,681,702 Other 28,904,907 1,288,538 0 0 Total Current Liabilities 330,176,739 1,824,780 28,130 337,225 Deferred Income Taxes 442,711,401 (690,813) 79,219 Deferred Investment Tax Credits 48,676,274 33,646 Deferred Credits 31,644,278 761,514 150,000 75,600 Total 2,678,753,578 4,661,902 674,276 2,183,294 See Note to Consolidating Financial Statements on Page C-1. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED CAPITALIZATION AND LIABILITIES CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Capitalization: Common Stock 56,583,866 1 (39,548,275) 96,132,141 Paid-In Capital 732,605,446 1 (1,303,000) 733,908,446 Retained Earnings 253,154,072 1 (15,667,023) 268,821,095 Total Common Shareholder's Equity 1,042,343,384 (56,518,298) 1,098,861,682 Cummulative Preferred Stock: Not Subject to Mandatory Redemption 9,272,897 9,272,897 Subject to Mandatory Redemption 68,445,000 68,445,000 Long-term Debt 1,140,788,911 1 (9,950,000) 1,150,738,911 Total Capitalization 2,260,850,192 (66,468,298) 2,327,318,490 Other NonCurrent Liabilities 686,253,756 0 686,253,756 Current Liabilities: Long-term Debt Due in One Year 35,000,000 0 35,000,000 Short-term Debt: 108,700,000 0 108,700,000 Accounts Payable: General 53,187,506 53,187,506 Affiliated Companies 37,646,548 2 (349,167) 37,995,715 Taxes Accrued 35,160,682 35,160,682 Interest Accrued 15,278,526 15,278,526 Obligations Under Capital Lease 9,666,736 9,666,736 Energy Marketing and Trading Contracts 15,227,525 15,227,525 Other 72,066,004 72,066,004 Total Current Liabilities 381,933,527 (349,167) 382,282,694 Deferred Income Tax 559,288,309 559,288,309 Deferred Investment Tax Credits 129,778,893 129,778,893 Deferred Gain on Sales and Leaseback - Rockport Plant Unit 2 88,712,105 88,712,105 Deferred Credits 41,705,855 3 (27,275) 41,733,130 Total 4,148,522,637 (66,844,740) 4,215,367,377 See Notes to Consolidating Financial Statements on Page C -1 INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) CAPITALIZATION AND LIABILITIES I&M BHCCo PRCCo Capitalization: Common Stock 56,583,866 39,521,000 27,275 Paid-In Capital 732,605,446 1,303,000 0 Retained Earnings 253,154,072 15,667,023 0 Total Common Shareholder's Equity 1,042,343,384 56,491,023 27,275 Cummulative Preferred Stock: Not Subject to Mandatory Redemption 9,272,897 0 0 Subject to Mandatory Redemption 68,445,000 0 0 Long-term Debt 1,140,788,911 9,950,000 0 Total Capitalization 2,260,850,192 66,441,023 27,275 Other NonCurrent Liabilities 685,593,680 660,076 0 Current Liabilities: Long-term Debt Due in One Year 35,000,000 0 0 Short-term Debt: 108,700,000 0 0 Accounts Payable: General 53,187,506 0 0 Affiliated Companies 37,847,277 148,438 0 Taxes Accrued 35,171,150 (10,468) 0 Interest Accrued 15,278,526 0 0 Obligations Under Capital Lease 9,666,736 0 0 Energy Marketing and Trading Contracts 15,227,525 0 0 Other 72,057,803 8,201 0 Total Current Liabilities 382,136,523 146,171 0 Deferred Income Tax 558,227,057 1,061,252 0 Deferred Investment Tax Credits 129,778,893 0 0 Deferred Gain on Sales and Leaseback - Rockport Plant Unit 2 88,712,105 Deferred Credits 35,080,427 6,652,703 0 Total 4,140,378,877 74,961,225 27,275 See Notes to Consolidating Financial Statements on Page C -1 OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) OPCo Journal ELIMINATIONS CONSOLIDATED Entry AND COMBINED CAPITALIZATION AND LIABILITIES Numbers ADJUSTMENTS TOTAL CAPITALIZATION: Common Stock 321,201,454 1 (12,306) 321,213,760 Paid-In Capital 462,334,762 1 (44,689,007) 507,023,769 Retained Earnings 587,500,231 1 (23,354,571) 610,854,802 Total Common Shareholder's Equity 1,371,036,447 (68,055,884) 1,439,092,331 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 17,370,000 17,370,000 Subject to Mandatory Redemption 11,850,000 11,850,000 Long-term Debt 1,073,455,840 1,073,455,840 Total Capitalization 2,473,712,287 (68,055,884) 2,541,768,171 OTHER NONCURRENT LIABILITIES: 360,329,934 360,329,934 CURRENT LIABILITIES: Long-term Debt Due Within One Year 11,472,401 11,472,401 Short-term Debt 123,005,000 123,005,000 Accounts Payable: General 173,368,919 173,368,919 Affiliated Companies 62,417,552 2 (22,683,171) 85,100,723 Taxes Accrued 161,405,658 161,405,658 Interest Accrued 14,186,821 14,186,821 Obligations Under Capital Lease 28,310,265 28,310,265 Energy Marketing and Trading Contract 22,479,947 22,479,947 Other 97,916,166 97,916,166 Total Current Liabilities 694,562,729 (22,683,171) 717,245,900 Deferred Income Tax 711,913,308 711,913,308 Deferred Investment Tax Credit 39,295,832 39,295,832 Deferred Credits 64,865,794 64,865,794 Total 4,344,679,884 (90,739,055) 4,435,418,939 See Notes to Consolidating Financial Statements on Page C - 1 OHIO POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET December 31, 1998 (in dollars) OPCo COCCo SOCCo WCCo CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock 321,201,454 6,900 5,000 406 Paid-In Capital 462,334,762 44,689,007 Retained Earnings 587,500,231 1,401 23,338,111 15,059 Total Common Shareholder's Equity 1,371,036,447 8,301 68,032,118 15,465 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 17,370,000 Subject to Mandatory Redemption 11,850,000 Long-term Debt 1,011,841,622 55,042,692 6,571,526 Total Capitalization 2,412,098,069 8,301 123,074,810 6,586,991 OTHER NONCURRENT LIABILITIES: 117,261,349 113,683,288 100,683,726 28,701,571 CURRENT LIABILITIES: Long-term Debt Due Within One Year 10,902,789 569,612 Short-term Debt 123,005,000 Accounts Payable: General 161,206,084 2,367,057 8,343,232 1,452,546 Affiliated Companies 72,711,056 409,038 8,834,060 3,146,569 Taxes Accrued 159,481,323 3,245,686 (1,752,866) 431,515 Interest Accrued 13,388,998 797,823 Obligations Under Capital Lease 13,435,897 13,945,160 929,208 Energy Marketing and Trading Contract 22,479,947 Other 70,992,234 6,456,206 16,293,268 4,174,458 Total Current Liabilities 636,700,539 12,477,987 57,363,466 10,703,908 Deferred Income Tax 750,816,284 (45,393,867) 15,837,128 (9,346,237) Deferred Investment Tax Credit 39,295,832 Deferred Credits 61,835,667 1,316,346 1,361,653 352,128 Total 4,018,007,740 82,092,055 298,320,783 36,998,361 See Notes 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, 1998
JOURNAL ELIMINATIONS AEP ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPERATING ACTIVITIES: Net Income (Loss) 536,183,340 1,2 (568,433,908) 1,104,617,248 Adjustments for Noncash Items: Depreciation and Amortization 619,556,685 7 (263,008,685) 882,565,370 Deferred Federal Income Taxes 41,448,979 7 (53,562,892) 95,011,871 Deferred Investment Tax Credits (25,303,874) 1 1,025,616 (26,329,490) Amortization of Operating Expenses and Carrying Charges (net) 14,785,668 14,785,668 Equity in Undistributed Earnings of Affiliated Companies (38,572,194) 1 (15,510,599) (23,061,595) Deferred Costs under Fuel Clause Mechanisms (73,218,945) (73,218,945) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (141,636,724) 3,5,7 192,254,273 (333,890,997) Fuel, Materials and Supplies 2,108,490 7 9,049,346 (6,940,856) Accrued Utility Revenues 3,184,255 3,184,255 Accounts Payable 200,195,274 3,5,7 (155,996,196) 356,191,470 Taxes Accrued (825,621) 3,7 15,177,067 (16,002,688) Payment of Disputed Tax and Interest related to COLI (302,738,591) (302,738,591) Other (net) 194,359,183 2-5,7 (32,996,990) 227,356,173 Net Cash Flows From (Used For) Operating Activities 1,029,525,925 (872,002,968) 1,901,528,893 INVESTING ACTIVITIES: Construction Expenditures (792,118,679) 4,8 28,491,906 (820,610,585) Investment in CitiPower (1,054,080,814) 7 88,108,995 (1,142,189,809) Investment in Gas Assets (340,130,869) 7,8 206,473,219 (546,604,088) Other (26,369,506) 6,7,8 153,144,326 (179,513,832) Net Cash Flows Used For Investing Activities (2,212,699,868) 476,218,446 (2,688,918,314) FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company 0 6 (186,890,000) 186,890,000 Issuance of Common Stock 85,515,527 85,515,527 Issuance of Long-term Debt 2,491,113,840 2,491,113,840 Change in Short-term Debt (net) 61,528,960 61,528,960 Retirement of Cumulative Preferred Stock (546,925) (546,925) Retirement of Long-term Debt (915,294,111) (915,294,111) Dividends Paid on Common Stock (457,638,804) 1 571,992,629 (1,029,631,433) Dividends Paid on Cumulative Preferred Stock 0 2 10,237,504 (10,237,504) Net Cash Flows From (Used For) Financing Activities 1,264,678,487 395,340,133 869,338,354 Net Increase (Decrease) in Cash and Cash Equivalents 81,504,544 5 (444,389) 81,948,933 Cash and Cash Equivalents January 1 91,480,821 1,213,058 90,267,763 Cash and Cash Equivalents December 31 172,985,365 768,669 172,216,696 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 413,341,451 0 413,341,451 Income Taxes Paid (Received) 281,709,134 0 281,709,134 Noncash Acquisitions Under Capital Leases 119,188,027 0 119,188,027 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, 1998 APCo CSPCo I&M AEP CONSOLIDATED CONSOLIDATED CONSOLIDATED OPERATING ACTIVITIES: Net Income (Loss) 536,183,350 93,330,142 133,043,932 96,627,541 Adjustments for Noncash Items: Depreciation and Amortization 144,966,851 91,425,950 149,208,794 Deferred Federal Income Taxes (2,338,050) 17,101,413 17,905,217 Deferred Investment Tax Credits (5,264,971) (4,223,705) (8,266,355) Amortization of Operating Expenses and Carrying Charges (net) 643,426 14,142,242 Equity in Undistributed Earnings of Affiliated Companies 15,510,604 (1) Deferred Costs under Fuel Clause Mechanisms 30,081,006 (11,310,538) (46,846,435) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (1,567,444) (1,562,766) (5,910,669) 5,375,681 Fuel, Materials and Supplies (5,006,627) (8,225,432) (2,983,284) Accrued Utility Revenues 5,223,431 11,638,559 (6,756,088) Accounts Payable (4,552,877) 14,065,377 475,756 22,439,497 Taxes Accrued 0 (5,830,419) 10,724,547 (11,689,383) Payment of Disputed Tax and Interest related to COLI (68,315,560) (37,243,479) (53,627,635) Other (net) (11,132,348) 74,815,369 18,407,198 (8,173,117) Net Cash Flows From (Used For) Operating Activities 534,441,285 274,163,782 216,546,958 167,356,675 INVESTING ACTIVITIES: Construction Expenditures (204,868,867) (114,978,878) (147,627,086) Investment in CitiPower Investment in Gas Assets Other (186,890,000) 2,930,178 2,636,809 4,419,034 Net Cash Flows Used For Investing Activities (186,890,000) (201,938,689) (112,342,069) (143,208,052) FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company 50,000,000 Issuance of Common Stock 85,515,527 Issuance of Long-term Debt 211,943,875 111,075,298 170,674,604 Change in Short-term Debt (net) 24,095,000 (53,900,000) (14,100,000) (10,900,000) Retirement of Cumulative Preferred Stock (294,119) (120,032) Retirement of Long-term Debt (157,973,204) (122,206,000) (55,000,000) Dividends Paid on Common Stock (457,638,804) (118,916,016) (82,644,217) (117,463,976) Dividends Paid on Cumulative Preferred Stock (2,278,130) (1,750,000) (4,734,187) Net Cash Flows From (Used For) Financing Activities (348,028,277) (71,417,594) (109,624,919) (17,543,591) Net Increase (Decrease) in Cash and Cash Equivalents (476,992) 807,499 (5,420,030) 6,605,032 Cash and Cash Equivalents January 1 643,753 6,947,112 12,625,921 5,860,006 Cash and Cash Equivalents December 31 166,761 7,754,611 7,205,891 12,465,038 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 3,305,720 124,026,680 73,917,334 66,312,598 Income Taxes Paid (Received) 189,561 65,101,635 53,410,176 36,413,337 Noncash Acquisitions Under Capital Leases 21,145,537 11,106,618 9,658,345 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, 1998 OPCo KEPCo KGPCo CONSOLIDATED WPCo OPERATING ACTIVITIES: Net Income (Loss) 21,675,855 2,180,296 209,925,250 3,379,011 Adjustments for Noncash Items: Depreciation and Amortization 28,092,757 2,763,971 172,085,451 2,869,183 Deferred Federal Income Taxes 3,606,892 749,225 3,041,636 (244,332) Deferred Investment Tax Credits (1,414,930) (84,355) (3,525,596) (45,644) Amortization of Operating Expenses and Carrying Charges (net) Equity in Undistributed Earnings of Affiliated Companies Deferred Costs under Fuel Clause Mechanisms (448,760) (44,694,218) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (6,661,298) (5,054,925) (12,375,365) 486,206 Fuel, Materials and Supplies 3,198,862 199,984 18,612,145 (9,188) Accrued Utility Revenues (579,120) 253,605 (5,915,556) (680,576) Accounts Payable 156,159 630,979 51,039,888 (457,794) Taxes Accrued 1,126,306 (117,838) 1,350,486 50,786 Payment of Disputed Tax and Interest related to COLI (5,376,525) (1,449,523) (104,221,506) Other (net) (2,400,359) 6,236,007 119,441,141 1,807,183 Net Cash Flows From (Used For) Operating Activities 40,975,839 6,307,426 404,763,756 7,154,835 INVESTING ACTIVITIES: Construction Expenditures (43,768,794) (4,394,964) (185,035,587) (4,203,462) Investment in CitiPower Investment in Gas Assets Other 1,866 5,910,104 84,130 Net Cash Flows Used For Investing Activities (43,768,794) (4,393,098) (179,125,483) (4,119,332) FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company 20,000,000 3,000,000 1,000,000 Issuance of Common Stock Issuance of Long-term Debt 30,000,000 186,126,066 Change in Short-term Debt (net) (16,150,000) (1,875,000) 44,305,000 (750,000) Retirement of Cumulative Preferred Stock (132,774) Retirement of Long-term Debt (2,203,000) (197,911,698) Dividends Paid on Common Stock (28,299,988) (2,447,996) (211,100,432) (2,416,004) Dividends Paid on Cumulative Preferred Stock (1,475,187) Net Cash Flows From (Used For) Financing Activities 3,347,012 (1,322,996) (180,189,025) (2,166,004) Net Increase (Decrease) in Cash and Cash Equivalents 554,057 591,332 45,449,248 869,499 Cash and Cash Equivalents January 1 1,381,120 762,892 44,203,010 196,669 Cash and Cash Equivalents December 31 1,935,177 1,354,224 89,652,258 1,066,168 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 27,857,033 3,703,345 79,667,362 1,973,730 Income Taxes Paid (Received) 8,607,389 616,842 118,547,820 2,791,157 Noncash Acquisitions Under Capital Leases 4,890,397 248,392 29,937,839 1,261,490 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, 1998 AEPR AEPRESCo AEGCo AEPINV CONSOL. OPERATING ACTIVITIES: Net Income (Loss) 621,162 8,945,793 (253,401) 11,656,421 Adjustments for Noncash Items: Depreciation and Amortization 6,855 21,651,686 263,471,208 Deferred Federal Income Taxes (42,691) 5,544,290 (96,066) 56,784,609 Deferred Investment Tax Credits (3,453,126) Amortization of Operating Expenses and Carrying Charges (net) Equity in Undistributed Earnings of Affiliated Companies 146,080 (38,718,278) Deferred Costs under Fuel Clause Mechanisms Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (2,879,715) (2,183,577) (157) (94,291,782) Fuel, Materials and Supplies (855,370) (5,000,161) Accrued Utility Revenues Accounts Payable (114,178) 2,177,710 13,886 83,483,769 Taxes Accrued (645,821) (193,071) (14,381) (7,656,601) Payment of Disputed Tax and Interest related to COLI Other (net) (5,513,938) (3,030,705) 311 17,790,276 Net Cash Flows From (Used For) Operating Activities (8,568,326) 28,603,630 (203,728) 287,519,461 INVESTING ACTIVITIES: Construction Expenditures (107,072) (6,574,115) (96,372,154) Investment in CitiPower (1,142,189,809) Investment in Gas Assets (528,098,774) Other 2,254,486 (797,418) (9,974,052) Net Cash Flows Used For Investing Activities (107,072) (4,319,629) (797,418) (1,776,634,789) FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company (4,000,000) 1,040,000 110,000,000 Issuance of Common Stock Issuance of Long-term Debt 1,781,293,997 Change in Short-term Debt (net) 12,700,000 (15,896,040) Retirement of Cumulative Preferred Stock Retirement of Long-term Debt (25,000,209) (350,000,000) Dividends Paid on Common Stock (8,704,000) Dividends Paid on Cumulative Preferred Stock Net Cash Flows From (Used For) Financing Activities 0 (25,004,209) 1,040,000 1,525,397,957 Net Increase (Decrease) in Cash and Cash Equivalents (8,675,398) (720,208) 38,854 36,282,629 Cash and Cash Equivalents January 1 8,756,730 236,831 90,092 6,753,288 Cash and Cash Equivalents December 31 81,332 (483,377) 128,946 43,035,917 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 5,971 3,060,023 18,992,940 Income Taxes Paid (Received) 1,048,212 (2,131,259) (12,957) (10,018,912) Noncash Acquisitions Under Capital Leases 2,036 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, 1998 AEPC AEPES AEPSC CONSOL. CCCo OPERATING ACTIVITIES: Net Income (Loss) (7,391,947) (5,306,019) Adjustments for Noncash Items: Depreciation and Amortization 620,550 4,155,651 1,246,463 Deferred Federal Income Taxes 6,807,521 (14,619,749) 819,247 (7,244) Deferred Investment Tax Credits (50,808) Amortization of Operating Expenses and Carrying Charges (net) Equity in Undistributed Earnings of Affiliated Companies Deferred Costs under Fuel Clause Mechanisms Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (182,222,716) (27,715,090) 552,789 (113,573) Fuel, Materials and Supplies (6,304,558) (567,227) Accrued Utility Revenues Accounts Payable 176,018,545 5,473,555 5,860,759 8,892 Taxes Accrued (5,720,342) 3,545,571 (1,176,330) 6,552 Payment of Disputed Tax and Interest related to COLI (32,504,363) Other (net) (10,687,675) 38,557,589 (6,045,608) (3,907) Net Cash Flows From (Used For) Operating Activities (28,880,622) (23,157,644) (4,615,926) (109,280) INVESTING ACTIVITIES: Construction Expenditures (12,679,606) Investment in CitiPower Investment in Gas Assets (18,505,314) Other (88,969) Net Cash Flows Used For Investing Activities (18,505,314) 0 (12,768,575) 0 FINANCING ACTIVITIES: Capital Contributions From (Returned to) Parent Company 2,000,000 3,850,000 Issuance of Common Stock Issuance of Long-term Debt Change in Short-term Debt (net) 51,525,000 28,825,000 13,650,000 Retirement of Cumulative Preferred Stock Retirement of Long-term Debt (5,000,000) Dividends Paid on Common Stock Dividends Paid on Cumulative Preferred Stock Net Cash Flows From (Used For) Financing Activities 53,525,000 23,825,000 17,500,000 0 Net Increase (Decrease) in Cash and Cash Equivalents 6,139,064 667,356 115,499 (109,280) Cash and Cash Equivalents January 1 829,701 724,609 108,550 121,318 Cash and Cash Equivalents December 31 6,968,765 1,391,965 224,049 12,038 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 1,659,240 7,534,700 1,324,775 Income Taxes Paid (Received) (5,027,021) 14,832,593 (2,667,368) 7,879 Noncash Acquisitions Under Capital Leases 27,607,765 13,329,608 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, 1998 COpCo FRECo IFRI AEPPM OPERATING ACTIVITIES: Net Income (Loss) (138) Adjustments for Noncash Items: Depreciation and Amortization Deferred Federal Income Taxes 0 (47) Deferred Investment Tax Credits Amortization of Operating Expenses and Carrying Charges (net) Equity in Undistributed Earnings of Affiliated Companies Deferred Costs under Fuel Clause Mechanisms Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) 2,233,868 (758) 294 Fuel, Materials and Supplies Accrued Utility Revenues Accounts Payable (523,436) (48) (5,019) 50 Taxes Accrued 237,250 0 0 0 Payment of Disputed Tax and Interest related to COLI Other (net) (2,716,340) 94 4,867 135 Net Cash Flows From (Used For) Operating Activities (768,658) (712) 142 0 INVESTING ACTIVITIES: Construction Expenditures Investment in CitiPower Investment in Gas Assets Other Net Cash Flows Used For Investing Activities 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 Net Increase (Decrease) in Cash and Cash Equivalents (768,658) (712) 142 0 Cash and Cash Equivalents January 1 0 25,480 681 0 Cash and Cash Equivalents December 31 (768,658) 24,768 823 0 Supplemental Disclosure: Interest Paid (net of capitalized amounts) Income Taxes Paid (Received) 0 0 0 50 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, 1998
JOURNAL ELIMINATIONS APCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Net Income (Loss) 93,330,142 1 (1,308,922) 94,639,064 Adjustments for Noncash Items: Depreciation and Amortization 144,966,851 0 144,966,851 Deferred Federal Income Taxes (2,338,050) (2,338,050) Deferred Investment Tax Credits (5,264,971) (5,264,971) Deferred Costs Under Fuel Clause Mechanisms 30,081,006 30,081,006 Equity in Undistributed Earnings of Affiliated Companies (1) 1 1,308,922 (1,308,923) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (1,562,766) 2 (220,888) (1,341,878) Fuel, Materials and Supplies (5,006,627) (5,006,627) Accrued Utility Revenues 5,223,431 5,223,431 Accounts Payable 14,065,377 2 525,701 13,539,676 Taxes Accrued (5,830,418) (5,830,418) Payment of Disputed Tax and Interest Related to COLI (68,315,560) (68,315,560) Other (net) 74,815,368 2 (304,813) 75,120,181 Net Cash Flows From (Used For) Operating Activities 274,163,782 0 274,163,782 Construction Expenditures (204,868,867) (204,868,867) Other 2,930,178 2,930,178 Investment in Subsidiaries 0 3 (600,000) 600,000 Net Cash Flows From (Used For) Investing Activities (201,938,689) (600,000) (201,338,689) Capital Contributions From (Returned to) Parent 50,000,000 3 600,000 49,400,000 Issuance of Long-term Debt 211,943,875 211,943,875 Change in Short-term Debt (net) (53,900,000) (53,900,000) Retirement of Cumulative Preferred Stock (294,119) (294,119) Retirement of Long-term Debt (157,973,204) (157,973,204) Dividends Paid on Common Stock (118,916,016) (118,916,016) Dividends Paid on Cumulative Preferred Stock (2,278,130) (2,278,130) Net Cash Flows From (Used For) Financing Activities (71,417,594) 600,000 (72,017,594) Net Increase (Decrease) in Cash and Cash Equivalents 807,499 0 807,499 Cash and Cash Equivalents January 1 6,947,112 6,947,112 Cash and Cash Equivalents December 31 7,754,611 0 7,754,611 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 124,026,680 124,026,680 Income Taxes Paid 65,101,635 65,101,635 Noncash Acquisitions Under Capital Leases 21,145,537 21,145,537 APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1998 APCo Cedar CACCo SACCo Net Income (Loss) 93,330,142 586,254 23,859 692,090 Adjustments for Noncash Items: Depreciation and Amortization 144,026,351 76,500 0 864,000 Deferred Federal Income Taxes (1,816,116) (326,114) (122,090) (73,730) Deferred Investment Tax Credits (5,264,971) 0 0 0 Deferred Costs Under Fuel Clause Mechanisms 30,081,006 Equity in Undistributed Earnings of Affiliated Companies (1,308,923) 0 0 0 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (2,071,061) (149,069) 582,103 296,317 Fuel, Materials and Supplies (5,006,627) Accrued Utility Revenues 5,223,431 Accounts Payable 14,140,964 (207,639) (139,877) (253,772) Taxes Accrued (5,754,835) 4,615 (83,567) 961 Payment of Disputed Tax and Interest Related to COLI (68,315,560) Other (net) 74,795,916 632,885 (178,747) (129,875) Net Cash Flows From (Used For) Operating Activities 272,059,717 617,432 81,681 1,395,991 Construction Expenditures (204,868,867) Other 2,930,178 Investment in Subsidiaries 600,000 Net Cash Flows From (Used For) Investing Activities (201,338,689) 0 0 0 Capital Contributions From (Returned to) Parent 50,000,000 (600,000) Issuance of Long-term Debt 211,943,875 Change in Short-term Debt (net) (53,900,000) Retirement of Cumulative Preferred Stock (294,119) Retirement of Long-term Debt (157,973,204) Dividends Paid on Common Stock (118,916,016) Dividends Paid on Cumulative Preferred Stock (2,278,130) Net Cash Flows From (Used For) Financing Activities (71,417,594) 0 0 (600,000) Net Increase (Decrease) in Cash and Cash Equivalents (696,566) 617,432 81,681 795,991 Cash and Cash Equivalents January 1 5,703,523 376,708 51,288 588,500 Cash and Cash Equivalents December 31 5,006,957 994,140 132,969 1,384,491 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 124,026,680 Income Taxes Paid 63,392,312 820,917 274,454 610,534 Noncash Acquisitions Under Capital Leases 21,145,537 APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1998 WVPCo Net Income (Loss) 6,719 Adjustments for Noncash Items: Depreciation and Amortization 0 Deferred Federal Income Taxes 0 Deferred Investment Tax Credits 0 Deferred Costs Under Fuel Clause Mechanisms Equity in Undistributed Earnings of Affiliated Companies 0 Changes in Certain Current Assets and Liabilities: 0 Accounts Receivable (net) (168) Fuel, Materials and Supplies Accrued Utility Revenues Accounts Payable Taxes Accrued 2,408 Payment of Disputed Tax and Interest Related to COLI Other (net) 2 Net Cash Flows From (Used For) Operating Activities 8,961 Construction Expenditures Other Investment in Subsidiaries Net Cash Flows From (Used For) Investing Activities 0 Capital Contributions From (Returned to) Parent 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 Net Increase (Decrease) in Cash and Cash Equivalents 8,961 Cash and Cash Equivalents January 1 227,093 Cash and Cash Equivalents December 31 236,054 Supplemental Disclosure: Interest Paid (net of capitalized amounts) Income Taxes Paid 3,418 Noncash Acquisitions Under Capital Leases
COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 1998
JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPERATING ACTIVITIES: Net Income 133,043,932 1 (377,681) 133,421,613 Adjustments for Noncash Items: Depreciation and Amortization 91,425,950 91,425,950 Deferred Federal Income Taxes 17,101,413 17,101,413 Deferred Investment Tax Credits (4,223,705) (4,223,705) Amortization of Operating Expenses and Carrying Charges (net) 643,426 643,426 Equity in Undistributed Earnings of Affiliated Companies 0 1 (1,022,319) 1,022,319 Deferred Costs Under Fuel Clause Mechanisms (11,310,538) (11,310,538) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (5,910,669) 2 (1,826,716) (4,083,953) Fuel, Materials and Supplies (8,225,432) (8,225,432) Accrued Utility Revenues 11,638,559 11,638,559 Accounts Payable 475,756 2 1,800,204 (1,324,448) Taxes Accrued 10,724,548 10,724,548 Payment of Disputed Tax and Interest Related to COLI (37,243,479) (37,243,479) Other (net) 18,407,197 2 26,512 18,380,685 Net Cash Flows From (Used For) Operating Activities 216,546,958 (1,400,000) 217,946,958 INVESTING ACTIVITIES: Construction Expenditures (114,978,878) (114,978,878) Other 2,636,809 2,636,809 Net Cash Flows Used For Investing Activities (112,342,069) 0 (112,342,069) FINANCING ACTIVITIES: Issuance of Long-term Debt 111,075,298 111,075,298 Change in Short-term Debt (net) (14,100,000) (14,100,000) Retirement of Cumulative Preferred Stock 0 0 Retirement of Long-term Debt (122,206,000) (122,206,000) Dividends Paid on Common Stock (82,644,217) 1 1,400,000 (84,044,217) Dividends Paid on Cumulative Preferred Stock (1,750,000) (1,750,000) Net Cash Flows Used For Financing Activities (109,624,919) 1,400,000 (111,024,919) Net Increase (Decrease) in Cash and Cash Equivalents (5,420,030) 0 (5,420,030) Cash and Cash Equivalents January 1 12,625,921 12,625,921 Cash and Cash Equivalents December 31 7,205,891 0 7,205,891 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 73,917,334 73,917,334 Income Taxes Paid 53,410,176 53,410,176 Noncash Acquisitions Under Capital Leases 11,106,618 11,106,618 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, 1998 CSPCo COLM CCPC Simco OPERATING ACTIVITIES: Net Income 133,043,932 215,244 70,000 92,437 Adjustments for Noncash Items: Depreciation and Amortization 91,285,493 0 28,659 111,798 Deferred Federal Income Taxes 17,071,819 0 56,910 (27,316) Deferred Investment Tax Credits (4,218,485) 0 0 (5,220) Amortization of Operating Expenses and Carrying Charges (net) 643,426 Equity in Undistributed Earnings of Affiliated Companies 1,022,319 Deferred Costs Under Fuel Clause Mechanisms (11,310,538) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (6,001,466) (9,308) 1,923,521 3,300 Fuel, Materials and Supplies (8,218,011) 0 (7,421) 0 Accrued Utility Revenues 11,638,559 0 0 0 Accounts Payable (1,588,991) 153,502 113,341 (2,300) Taxes Accrued 10,633,914 153,854 (69,670) 6,450 Payment of Disputed Tax and Interest Related to COLI (36,538,733) (704,746) Other (net) 19,351,461 477,136 (1,429,991) (17,921) Net Cash Flows From (Used For) Operating Activities 216,814,699 990,428 (19,397) 161,228 INVESTING ACTIVITIES: Construction Expenditures (114,871,223) (4,556) (103,099) Other 2,636,809 Net Cash Flows Used For Investing Activities (112,234,414) 0 (4,556) (103,099) FINANCING ACTIVITIES: Issuance of Long-term Debt 111,075,298 Change in Short-term Debt (net) (14,100,000) Retirement of Cumulative Preferred Stock 0 Retirement of Long-term Debt (122,206,000) Dividends Paid on Common Stock (82,644,217) (1,200,000) (200,000) Dividends Paid on Cumulative Preferred Stock (1,750,000) Net Cash Flows Used For Financing Activities (109,624,919) (1,200,000) 0 (200,000) Net Increase (Decrease) in Cash and Cash Equivalents (5,044,634) (209,572) (23,953) (141,871) Cash and Cash Equivalents January 1 12,090,183 269,885 42,419 223,434 Cash and Cash Equivalents December 31 7,045,549 60,313 18,466 81,563 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 73,910,970 6,364 Income Taxes Paid 53,100,735 145,478 70,342 93,621 Noncash Acquisitions Under Capital Leases 11,027,365 79,253 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, 1998
JOURNAL ELIMINATIONS I&M ENTRY AND CONSOLIDATED NUMBERS ADJUSTMENTS OPERATING ACTIVITIES: Net Income 96,627,541 1 (685,219) Adjustments for Noncash Items: Depreciation and Amortization 149,208,794 Deferred Federal Income Taxes 17,905,217 Deferred Investment Tax Credits (8,266,355) Amortization of Operating Expenses and Carrying Charges 14,142,242 Equity in Undistributed Earnings of Affiliated Companies 0 1 685,219 Deferred Costs Under Fuel Clause Mechanism (46,846,435) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) 5,375,681 2 887,006 Fuel, Materials and Supplies (2,983,284) Accrued Utility Revenues (6,756,088) Accounts Payable 22,439,497 2 1,012,965 Taxes Accrued (11,689,383) Payment of Disputed Tax and Interest Related to COLI (53,627,635) Other (net) (8,173,117) 2 (1,899,971) Net Cash Flows From (Used for) Operating Activities 167,356,675 0 INVESTING ACTIVITIES: Construction Expenditures (147,627,086) Other 4,419,034 Investment in Subsidiaries 0 3 (10,750,000) Net Cash Flows From (Used for) Investing Activities (143,208,052) (10,750,000) FINANCING ACTIVITIES: Issuance of Long-term Debt 170,674,604 3 10,750,000 Change in Short-term Debt (net) (10,900,000) Retirement of Cumulative Preferred Stock (120,032) Retirement of Long-term Debt (55,000,000) Dividends Paid on Common Stock (117,463,976) Dividends Paid on Cumulative Preferred Stock (4,734,187) Net Cash Flows From (Used For) Financing Activities (17,543,591) 10,750,000 Net Increase (Decrease) in Cash and Cash Equivalents 6,605,032 0 Cash and Cash Equivalents January 1 5,860,006 Cash and Cash Equivalents December 31 12,465,038 0 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 66,312,598 Income Taxes Paid 36,413,337 Noncash Acquisitions Under Capital Leases 9,658,345 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, 1998 COMBINED TOTAL I&M BHCCo OPERATING ACTIVITIES: Net Income 97,312,760 96,627,541 685,219 Adjustments for Noncash Items: Depreciation and Amortization 149,208,794 145,478,579 3,730,215 Deferred Federal Income Taxes 17,905,217 18,360,318 (455,101) Deferred Investment Tax Credits (8,266,355) (8,266,355) Amortization of Operating Expenses and Carrying Charges 14,142,242 14,142,242 Equity in Undistributed Earnings of Affiliated Companies (685,219) (685,219) Deferred Costs Under Fuel Clause Mechanism (46,846,435) (46,846,435) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) 4,488,675 4,581,430 (92,755) Fuel, Materials and Supplies (2,983,284) (2,983,284) Accrued Utility Revenues (6,756,088) (6,756,088) Accounts Payable 21,426,532 21,318,977 107,555 Taxes Accrued (11,689,383) (11,743,764) 54,381 Payment of Disputed Tax and Interest Related to COLI (53,627,635) (53,627,635) Other (net) (6,273,146) (12,392,152) 6,119,006 Net Cash Flows From (Used for) Operating Activities 167,356,675 157,208,155 10,148,520 INVESTING ACTIVITIES: Construction Expenditures (147,627,086) (147,627,086) Other 4,419,034 4,419,034 Investment in Subsidiaries 10,750,000 10,750,000 Net Cash Flows From (Used for) Investing Activities (132,458,052) (132,458,052) 0 FINANCING ACTIVITIES: Issuance of Long-term Debt 159,924,604 170,674,604 (10,750,000) Change in Short-term Debt (net) (10,900,000) (10,900,000) Retirement of Cumulative Preferred Stock (120,032) (120,032) Retirement of Long-term Debt (55,000,000) (55,000,000) Dividends Paid on Common Stock (117,463,976) (117,463,976) Dividends Paid on Cumulative Preferred Stock (4,734,187) (4,734,187) Net Cash Flows From (Used For) Financing Activities (28,293,591) (17,543,591) (10,750,000) Net Increase (Decrease) in Cash and Cash Equivalents 6,605,032 7,206,512 (601,480) Cash and Cash Equivalents January 1 5,860,006 5,242,513 617,493 Cash and Cash Equivalents December 31 12,465,038 12,449,025 16,013 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 66,312,598 66,312,598 Income Taxes Paid 36,413,337 35,049,537 1,363,700 Noncash Acquisitions Under Capital Leases 9,658,345 9,658,345 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, 1998 PRCCo OPERATING ACTIVITIES: Net Income 0 Adjustments for Noncash Items: Depreciation and Amortization Deferred Federal Income Taxes Deferred Investment Tax Credits Amortization of Operating Expenses and Carrying Charges Equity in Undistributed Earnings of Affiliated Companies Deferred Costs Under Fuel Clause Mechanism Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) Fuel, Materials and Supplies Accrued Utility Revenues Accounts Payable Taxes Accrued Payment of Disputed Tax and Interest Related to COLI Other (net) Net Cash Flows From (Used for) Operating Activities 0 INVESTING ACTIVITIES: Construction Expenditures Other Investment in Subsidiaries Net Cash Flows From (Used for) Investing Activities 0 FINANCING ACTIVITIES: 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 Net Increase (Decrease) in Cash and Cash Equivalents 0 Cash and Cash Equivalents January 1 0 Cash and Cash Equivalents December 31 0 Supplemental Disclosure: Interest Paid (net of capitalized amounts) Income Taxes Paid 100 Noncash Acquisitions Under Capital Leases 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, 1998
JOURNAL ELIMINATIONS OPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL OPERATING ACTIVITIES: Net Income 209,925,250 1 (1,777,129) 211,702,379 Adjustments for Noncash Items: Depreciation and Amortization 172,085,451 172,085,451 Deferred Federal Income Taxes 3,041,636 3,041,636 Deferred Investment Tax Credits (3,525,596) (3,525,596) Deferred Costs Under Fuel Clause Mechanism (44,694,218) (44,694,218) Equity in Undistributed Earnings of Affiliated Companies 0 1 (145,378) 145,378 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (12,375,365) 2 3,984,070 (16,359,435) Fuel, Materials and Supplies 18,612,145 6 18,612,139 Accrued Utility Revenues (5,915,556) (5,915,556) Accounts Payable 51,039,888 2 4,176,347 46,863,541 Taxes Accrued 1,350,485 1,350,485 Payment of Disputed Tax and Interest Related to COLI (104,221,506) (104,221,506) Other (net) 119,441,142 2, 3 (3,003,356) 122,444,498 Net Cash Flows From (Used for) Operating Activities 404,763,756 3,234,560 401,529,196 INVESTING ACTIVITIES: Construction Expenditures (185,035,587) (185,035,587) Other 5,910,104 5,910,104 Investment in Subsidiaries 0 3 (7,946,988) 7,946,988 Net Cash Flows From (Used for) Investing Activities (179,125,483) (7,946,988) (171,178,495) FINANCING ACTIVITIES: Capital Contributions Returned to Parent Company 0 3 8,876,429 (8,876,429) Issuance of Long-term Debt 186,126,066 186,126,066 Change in Short-term Debt (net) 44,305,000 3 (6,000,000) 50,305,000 Retirement of Cumulative Preferred Stock (132,774) (132,774) Retirement of Long-term Debt (197,911,698) (197,911,698) Dividends Paid on Common Stock (211,100,432) 1 1,835,999 (212,936,431) Dividends Paid on Cumulative Preferred Stock (1,475,187) (1,475,187) Net Cash Flows From (Used For) Financing Activities (180,189,025) 4,712,428 (184,901,453) Net Increase (Decrease) in Cash and Cash Equivalents 45,449,248 0 45,449,248 Cash and Cash Equivalents January 1 44,203,010 44,203,010 Cash and Cash Equivalents December 31 89,652,258 0 89,652,258 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 79,667,362 4 (220,161) 79,887,523 Income Taxes Paid 118,547,820 118,547,820 Noncash Acquisitions Under Capital Leases 29,937,839 29,937,839 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, 1998 OPCo COCCo SOCCo WCCo OPERATING ACTIVITIES: Net Income 209,925,250 720 1,652,992 123,417 Adjustments for Noncash Items: Depreciation and Amortization 144,492,479 3,356,207 19,642,562 4,594,203 Deferred Federal Income Taxes 32,909,183 (20,988,987) (4,930,861) (3,947,699) Deferred Investment Tax Credits (3,525,596) Deferred Costs Under Fuel Clause Mechanism (44,694,218) Equity in Undistributed Earnings of Affiliated Companies 145,378 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (43,679,509) 5,341,468 20,102,650 1,875,956 Fuel, Materials and Supplies 17,197,024 225,097 574,006 616,012 Accrued Utility Revenues (5,915,556) Accounts Payable 42,397,516 (83,074) 4,044,611 504,488 Taxes Accrued (161,864) 3,527,780 (2,487,987) 472,556 Payment of Disputed Tax and Interest Related to COLI (65,218,755) (10,211,367) (28,791,384) Other (net) 30,326,797 65,715,496 19,105,264 7,296,941 Net Cash Flows From (Used for) Operating Activities 314,198,129 46,883,340 28,911,853 11,535,874 INVESTING ACTIVITIES: Construction Expenditures (171,776,954) (9,078,065) (4,127,854) (52,714) Other 5,567,130 622,744 (289,300) 9,530 Investment in Subsidiaries 7,946,988 Net Cash Flows From (Used for) Investing Activities (158,262,836) (8,455,321) (4,417,154) (43,184) FINANCING ACTIVITIES: Capital Contributions Returned to Parent Company (8,876,429) Issuance of Long-term Debt 186,126,066 Change in Short-term Debt (net) 44,305,000 - 6,000,000 - Retirement of Cumulative Preferred Stock (132,774) - - - Retirement of Long-term Debt (155,829,803) (285,798) (41,001,601) (794,496) Dividends Paid on Common Stock (211,100,432) (1,650,045) (185,954) Dividends Paid on Cumulative Preferred Stock (1,475,187) Net Cash Flows From (Used For) Financing Activities (138,107,130) (285,798) (36,651,646) (9,856,879) Net Increase (Decrease) in Cash and Cash Equivalents 17,828,163 38,142,221 (12,156,947) 1,635,811 Cash and Cash Equivalents January 1 4,751,888 14,334,773 16,656,752 8,459,597 Cash and Cash Equivalents December 31 22,580,051 52,476,994 4,499,805 10,095,408 Supplemental Disclosure: Interest Paid (net of capitalized amounts) 76,571,248 23,813 3,287,962 4,500 Income Taxes Paid 84,855,528 16,605,098 13,401,714 3,685,480 Noncash Acquisitions Under Capital Leases 20,898,267 0 8,656,804 382,768 See Note to Consolidating Financial Statements on Page C-1
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1998 (in dollars) JOURNAL ELIMINATIONS AEP ENTRY AND CONSOLIDATED NUMBERS ADJUSTMENTS Retained Earnings January 1 1,605,016,784 (1,194,201,354) Net Income (Loss) 536,183,408 A (568,433,908) 2,141,200,192 (1,762,635,262) Deductions Cash Dividends Declared on Common Stock American Electric Power Company, Inc. ($2.40 per Share) 457,638,804 Subsidiary Companies 0 B (571,992,630) Cash Dividends Declared on Cumulative Preferred Stocks 0 B (10,023,654) Other 683 C (1,076,251) Retained Earnings on December 31 1,683,560,705 C (1,179,542,727) 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 YEAR ENDED DECEMBER 31, 1998 (in dollars) COMBINED APCo TOTAL AEP CONSOLIDATED Retained Earnings January 1 2,799,218,138 1,605,016,784 207,543,955 Net Income (Loss) 1,104,617,316 536,183,408 93,330,142 3,903,835,454 2,141,200,192 300,874,097 Deductions Cash Dividends Declared on Common Stock American Electric Power Company, Inc. ($2.40 per Share) 457,638,804 457,638,804 Subsidiary Companies 571,992,630 118,916,016 Cash Dividends Declared on Cumulative Preferred Stocks 10,023,654 0 2,065,635 Other 1,076,934 683 431,657 Retained Earnings on December 31 2,863,103,432 1,683,560,705 179,460,789 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 YEAR ENDED DECEMBER 31, 1998 (in dollars) CSPCo I & M CONSOLIDATED CONSOLIDATED KEPCo Retained Earnings January 1 138,171,557 278,814,394 78,076,120 Net Income (Loss) 133,043,933 96,627,541 21,675,855 271,215,490 375,441,935 99,751,975 Deductions Cash Dividends Declared on Common Stock American Electric Power Company, Inc. ($2.40 per Share) Subsidiary Companies 82,644,218 117,463,976 28,299,988 Cash Dividends Declared on Cumulative Preferred Stocks 1,750,000 4,732,832 0 Other 380,522 91,055 0 Retained Earnings on December 31 186,440,750 253,154,072 71,451,987 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 YEAR ENDED DECEMBER 31, 1998 (in dollars) OPCo KGPCo CONSOLIDATED WPCo Retained Earnings January 1 7,366,552 590,150,597 5,923,538 Net Income (Loss) 2,180,296 209,925,253 3,379,015 9,546,848 800,075,850 9,302,553 Deductions Cash Dividends Declared on Common Stock American Electric Power Company, Inc. ($2.40 per Share) Subsidiary Companies 2,447,996 211,100,432 2,416,004 Cash Dividends Declared on Cumulative Preferred Stocks 0 1,475,187 0 Other 0 0 0 Retained Earnings on December 31 7,098,852 587,500,231 6,886,549 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 YEAR ENDED DECEMBER 31, 1998 (in dollars) AEPRESC AEGCo AEPPM Retained Earnings January 1 (2,435,625) 2,527,937 0 Net Income (Loss) 621,163 8,945,793 (138) (1,814,462) 11,473,730 (138) Deductions Cash Dividends Declared on Common Stock American Electric Power Company, Inc. ($2.40 per Share) Subsidiary Companies 0 8,704,000 0 Cash Dividends Declared on Cumulative Preferred Stocks 0 0 0 Other 0 0 0 Retained Earnings on December 31 (1,814,462) 2,769,730 (138) 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 YEAR ENDED DECEMBER 31, 1998 (in dollars) AEPR AEPINV CONSOLIDATED AEPES Retained Earnings January 1 (8,867,631) (87,758,702) (11,974,131) Net Income (Loss) (253,401) 11,656,421 (7,391,945) (9,121,032) (76,102,281) (19,366,076) 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 0 0 0 Other 0 0 0 Retained Earnings on December 31 (9,121,032) (76,102,281) (19,366,076) 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 YEAR ENDED DECEMBER 31, 1998 (in dollars) AEPC AEPSC CONSOLIDATED CCCo Retained Earnings January 1 0 (3,530,193) 0 Net Income (Loss) 0 (5,306,020) 0 0 (8,836,213) 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 0 0 0 Other 0 0 0 Retained Earnings on December 31 0 (8,836,213) 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 YEAR ENDED DECEMBER 31, 1998 (in dollars) COpCo FRECo IFRI Retained Earnings January 1 173,017 19,969 0 Net Income (Loss) 0 0 0 173,017 19,969 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 0 0 0 Other 173,017 0 0 Retained Earnings on December 31 0 19,969 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, 1998 ELIMINATIONS APCo AND COMBINED CONSOLIDATED ADJUSTMENTS TOTAL Retained Earnings January 1 207,543,955 6,663,662 200,880,293 Net Income 93,330,142 A (1,308,922) 94,639,064 300,874,097 5,354,740 295,519,357 DEDUCTIONS: Cash Dividends Declared on Common Stock 118,916,016 B 0 118,916,016 Cash Dividends Declared on Cumulative Preferred Stock 2,065,635 0 2,065,635 Other 431,657 0 431,657 Retained Earnings December 31 179,460,789 C 5,354,740 174,106,049 See Note to Consolidated Financial Statements Page C-1 A. See Consolidating Statement of Net 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, 1998 APCo CeCCo CACCo SACCo WVPCo Retained Earnings January 207,543,955 (3,573,487) (203,701) (2,931,396) 44,922 Net Income 93,330,142 586,254 23,859 692,090 6,719 300,874,097 (2,987,233) (179,842) (2,239,306) 51,641 DEDUCTIONS: Cash Dividends Declared on Common Stock 118,916,016 0 0 0 0 Cash Dividends Declared on Cumulative Preferred Stock 2,065,635 0 0 0 0 Other 431,657 0 0 0 0 Retained Earnings December 31 179,460,789 (2,987,233) (179,842) (2,239,306) 51,641 See Note to Consolidated Financial Statements Page C-1 A. See Consolidating Statement of Net Income B. See Consolidating Statement of Cash Flows C. See Consolidating Balance Sheet COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF RETAINED EARNINGS For Year Ended December 31, 1998 (in dollars) JOURNAL ELIMINATIONS CSPCo ENTRY AND COMBINED CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL Retained Earnings January 1 138,171,558 (2,186,647) 140,358,205 Net Income 133,043,933 A (377,681) 133,421,614 271,215,491 (2,564,328) 273,779,819 Deductions: Cash Dividends Declared on Common Stock 82,644,218 B (1,400,000) 84,044,218 Cash Dividends Declared on Cumulative Preferred Stocks 1,750,000 0 1,750,000 Other 380,522 0 380,522 Retained Earnings December 31 186,440,750 C (1,164,328) 187,605,079 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 AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF RETAINED EARNINGS For Year Ended December 31, 1998 (in dollars) CSPCo CCPC Simco COLM Retained Earnings January 1 138,171,557 819,983 141,440 1,225,225 Net Income 133,043,933 70,000 92,437 215,244 271,215,490 889,983 233,877 1,440,469 Deductions: Cash Dividends Declared on Common Stock 82,644,218 200,000 1,200,000 Cash Dividends Declared on Cumulative Preferred Stocks 1,750,000 0 Other 380,522 59,845 Retained Earnings December 31 186,440,750 889,983 33,877 240,469 See Note to Consolidating Financial Statements on Page C-1. 922,927 0 A See Consolidating Statement of Income 0 B See Consolidating Statement of Cash Flows C See Consolidating Balance Sheet INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1998 (in dollars) JOURNAL ELIMINATIONS I&M ENTRY AND COMBINED CONSOLIDATED NUMBER ADJUSTMENTS TOTAL Retained Earning January 1 278,814,394 (14,981,804) 293,796,198 Net Income 96,627,541 A (685,219) 97,312,760 375,441,935 (15,667,023) 391,108,958 DEDUCTIONS: Cash Dividends Declared on Common Stock 117,463,976 B 0 117,463,976 Cash Dividends Declared on Cumulative Prefer 4,732,832 0 4,732,832 Other 91,055 0 91,055 Retained Earning December 31 253,154,072 C (15,667,023) 268,821,095 See Notes 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 AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1998 (in dollars) I&M BHCCo PRCCo Retained Earning January 1 278,814,394 14,981,804 0 Net Income 96,627,541 685,219 0 375,441,935 15,667,023 0 DEDUCTIONS: Cash Dividends Declared on Common Stock 117,463,976 0 0 Cash Dividends Declared on Cumulative Prefer 4,732,832 0 0 Other 91,055 0 0 Retained Earning December 31 253,154,072 15,667,023 0 See Notes 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 AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS Year Ended December 31, 1998 (in dollars) OPCo Journal ELIMINATIONS CONSOLIDATED Entry AND COMBINED Numbers ADJUSTMENTS TOTAL Retained Earning January 1 590,150,597 (23,413,441) 613,564,038 NET INCOME 209,925,253 A (1,777,129) 211,702,382 800,075,850 (25,190,570) 825,266,420 DEDUCTIONS: Cash Dividends Declared on Common St 211,100,432 B (1,835,999) 212,936,431 Cash Dividends Declared on Cumulativ 1,475,187 1,475,187 Other 0 0 0 Retained Earning December 31 587,500,231 C (23,354,571) 610,854,802 See Notes 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 AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS Year Ended December 31, 1998 (in dollars) OPCo COCCo SOCCo WCCo Retained Earning January 1 590,150,597 681 23,335,164 77,596 NET INCOME 209,925,253 720 1,652,992 123,417 800,075,850 1,401 24,988,156 201,013 DEDUCTIONS: Cash Dividends Declared on Common 211,100,432 0 1,650,045 185,954 Cash Dividends Declared on Cumulat 1,475,187 0 0 0 Other 0 0 0 0 Retained Earning December 31 587,500,231 1,401 23,338,111 15,059 See Notes 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
Notes to Consolidating Financial Statements Notes to financial statements are incorporated herein by reference to the 1998 Annual Report on Form 10-K filed by the respective companies reporting to the Securities and Exchange Commision pursuant to Section 13 0r 15 (d) of the Securities Exchange Act of 1934. CARDINAL OPERATING COMPANY STATEMENT OF INCOME AND RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1998 (in thousands) (UNAUDITED) OPERATING EXPENSES: Fuel. . . . . . . . . . . . . . . . . . . . . . . . . $178,126 Other Operation . . . . . . . . . . . . . . . . . . . 13,172 Maintenance . . . . . . . . . . . . . . . . . . . . . 15,917 Taxes Other Than Federal Income Taxes . . . . . . . . 1,039 TOTAL OPERATING EXPENSES. . . . . . . . . . . $208,254 REIMBURSED BY: Ohio Power Company. . . . . . . . . . . . . . . . . . $ 92,233 Buckeye Power, Inc. . . . . . . . . . . . . . . . . . 116,021 TOTAL . . . . . . . . . . . . . . . . . . . . $208,254 RETAINED EARNINGS . . . . . . . . . . . . . . . . . . . None D-1 CARDINAL OPERATING COMPANY BALANCE SHEET DECEMBER 31, 1998 (in thousands) (UNAUDITED) ASSETS INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . $ 3 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . . 32 Accounts Receivable: Affiliated Companies. . . . . . . . . . . . . . . . 15,828 Miscellaneous . . . . . . . . . . . . . . . . . . . 126 Other . . . . . . . . . . . . . . . . . . . . . . . . 255 TOTAL CURRENT ASSETS. . . . . . . . . . . . . 16,241 DEFERRED CHARGES: Other Work in Progress. . . . . . . . . . . . . . . . 11,360 Other . . . . . . . . . . . . . . . . . . . . . . . . 259 TOTAL DEFERRED CHARGES. . . . . . . . . . . . 11,619 TOTAL . . . . . . . . . . . . . . . . . . . $27,863 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. . . . . . . . . . . . . . 3,287 CURRENT LIABILITIES: Accounts Payable: General . . . . . . . . . . . . . . . . . . . . . . 15,245 Affiliated Companies. . . . . . . . . . . . . . . . 3,568 Other . . . . . . . . . . . . . . . . . . . . . . . . 5,361 TOTAL CURRENT LIABILITIES . . . . . . . . . . 24,174 DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . . 1 TOTAL . . . . . . . . . . . . . . . . . . . $27,863 D-2 CARDINAL OPERATING COMPANY STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1998 (in thousands) (UNAUDITED) OPERATING ACTIVITIES: Net Income. . . . . . . . . . . . . . . . . . . . . . $ - Changes in Certain Current Assets and Liabilities: Accounts Receivable . . . . . . . . . . . . . . . . 6,210 Accounts Payable. . . . . . . . . . . . . . . . . . (1,439) Increase in Other Work in Progress. . . . . . . . . . (9,758) Other (net) . . . . . . . . . . . . . . . . . . . . . 4,998 Net Cash Flows From Operating Activities . . . . . 11 Net Increase in Cash and Cash Equivalents . . . . . . 11 Cash and Cash Equivalents January 1 . . . . . . . . . 21 Cash and Cash Equivalents December 31 . . . . . . . . $ 32 D-3 INDIANA-KENTUCKY ELECTRIC CORPORATION STATEMENT OF INCOME AND RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1998 (in thousands) (UNAUDITED) OPERATING REVENUES. . . . . . . . . . . . . . . . . . . $152,928 OPERATING EXPENSES: Fuel. . . . . . . . . . . . . . . . . . . . . . . . . 106,630 Other Operation . . . . . . . . . . . . . . . . . . . 17,416 Maintenance . . . . . . . . . . . . . . . . . . . . . 17,433 Depreciation. . . . . . . . . . . . . . . . . . . . . 6,465 Taxes Other Than Federal Income Taxes . . . . . . . . 4,977 TOTAL OPERATING EXPENSES. . . . . . . . . . . 152,921 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . 7 NONOPERATING LOSS . . . . . . . . . . . . . . . . . . . (7) NET INCOME AND RETAINED EARNINGS. . . . . . . . . . . . None D-4 INDIANA-KENTUCKY ELECTRIC CORPORATION BALANCE SHEET DECEMBER 31, 1998 (in thousands) (UNAUDITED) ASSETS ELECTRIC UTILITY PLANT: Electric Plant (at cost). . . . . . . . . . . . . . . $401,757 Construction Work in Progress . . . . . . . . . . . . 7,914 Total Electric Utility Plant. . . . . . . . . 409,671 Accumulated Depreciation and Amortization . . . . . . 346,984 NET ELECTRIC UTILITY PLANT. . . . . . . . . . 62,687 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . . 11 Accounts Receivable . . . . . . . . . . . . . . . . . 684 Coal in Storage - at average cost . . . . . . . . . . 18,051 Coal Sold Under Agreement to Repurchase . . . . . . . 4,000 Materials and Supplies - at average cost. . . . . . . 8,721 Prepayments and Other . . . . . . . . . . . . . . . . 1,100 TOTAL CURRENT ASSETS. . . . . . . . . . . . . 32,567 FUTURE FEDERAL INCOME TAX BENEFITS. . . . . . . . . . . 50,028 REGULATORY ASSETS . . . . . . . . . . . . . . . . . . . 23,028 DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . 6,792 TOTAL . . . . . . . . . . . . . . . . . . . $175,102 CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock, No Par Value Authorized - 100,000 Shares Outstanding - 17,000 Shares . . . . . . . . . . . . $ 3,400 CURRENT LIABILITIES: Accounts Payable. . . . . . . . . . . . . . . . . . . 21,903 Coal Repurchase Obligation. . . . . . . . . . . . . . 4,000 Taxes Accrued . . . . . . . . . . . . . . . . . . . . 2,594 Interest Accrued and Other. . . . . . . . . . . . . . 2,522 TOTAL CURRENT LIABILITIES . . . . . . . . . . 31,019 AMOUNTS DUE TO CUSTOMERS FOR FEDERAL INCOME TAXES . . . 50,028 POSTRETIREMENT BENEFIT OBLIGATION . . . . . . . . . . . 18,211 ADVANCES FROM PARENT COMPANY FOR CONSTRUCTION . . . . . 58,022 DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . . 14,422 TOTAL . . . . . . . . . . . . . . . . . . . $175,102 D-5 INDIANA-KENTUCKY ELECTRIC CORPORATION STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1998 (in thousands) (UNAUDITED) OPERATING ACTIVITIES: Net Income. . . . . . . . . . . . . . . . . . . . . . $ - Adjustments for Noncash Items: Depreciation. . . . . . . . . . . . . . . . . . . . 6,465 Changes in Certain Current Assets and Liabilities: Accounts Receivable . . . . . . . . . . . . . . . (655) Coal, Materials and Supplies. . . . . . . . . . . (2,678) Accounts Payable. . . . . . . . . . . . . . . . . 6,422 Other (net) . . . . . . . . . . . . . . . . . . . . 3,208 Net Cash Flows From Operating Activities . . . . 12,762 INVESTING ACTIVITIES: Construction Expenditures . . . . . . . . . . . . . . (10,348) Reimbursement for Plant Replacements and Additional Facilities. . . . . . . . . . . . . . . . 8,005 Advances Returned to Parent . . . . . . . . . . . . . (6,466) Net Cash Flows Used For Investing Activities . . (8,809) FINANCING ACTIVITIES - Coal Purchase Obligation . . . . (4,000) Net Decrease in Cash and Cash Equivalents . . . . . . (47) Cash and Cash Equivalents January 1 . . . . . . . . . 58 Cash and Cash Equivalents December 31 . . . . . . . . $ 11 Supplemental Disclosure: Interest Paid (net of capitalized amounts). . . . . . $510 D-6 OHIO VALLEY ELECTRIC CORPORATION STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1998 (in thousands) (UNAUDITED) OPERATING REVENUES. . . . . . . . . . . . . . . . . . . $306,595 OPERATING EXPENSES: Fuel. . . . . . . . . . . . . . . . . . . . . . . . . 92,503 Purchased Power . . . . . . . . . . . . . . . . . . . 155,519 Other Operation . . . . . . . . . . . . . . . . . . . 23,088 Maintenance . . . . . . . . . . . . . . . . . . . . . 15,736 Taxes Other Than Federal Income Taxes . . . . . . . . 5,382 Federal Income Taxes. . . . . . . . . . . . . . . . . 7,018 TOTAL OPERATING EXPENSES. . . . . . . . . . . 299,246 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . 7,349 NONOPERATING INCOME . . . . . . . . . . . . . . . . . . 496 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . 7,845 INTEREST CHARGES. . . . . . . . . . . . . . . . . . . . 5,709 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $ 2,136 OHIO VALLEY ELECTRIC CORPORATION STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1998 (in thousands) (UNAUDITED) RETAINED EARNINGS JANUARY 1 . . . . . . . . . . . . . . $2,064 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . 2,136 CASH DIVIDENDS DECLARED . . . . . . . . . . . . . . . . 2,160 RETAINED EARNINGS DECEMBER 31 . . . . . . . . . . . . . $2,040 D-7 OHIO VALLEY ELECTRIC CORPORATION BALANCE SHEET DECEMBER 31, 1998 (in thousands) (UNAUDITED) ASSETS ELECTRIC UTILITY PLANT: Electric Plant (at cost). . . . . . . . . . . . . . . $292,174 Construction Work in Progress . . . . . . . . . . . . 4,828 Total Electric Utility Plant. . . . . . . . . 297,002 Accumulated Depreciation and Amortization . . . . . . 288,376 NET ELECTRIC UTILITY PLANT. . . . . . . . . . 8,626 INVESTMENTS AND OTHER . . . . . . . . . . . . . . . . . 61,422 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . . 1,045 Accounts Receivable . . . . . . . . . . . . . . . . . 29,322 Coal in Storage - at average cost . . . . . . . . . . 2,085 Coal Sold Under Agreement to Repurchase . . . . . . . 8,000 Materials and Supplies - at average cost. . . . . . . 10,641 Prepayments and Other . . . . . . . . . . . . . . . . 7,244 TOTAL CURRENT ASSETS. . . . . . . . . . . . . 58,337 FUTURE FEDERAL INCOME TAX BENEFITS. . . . . . . . . . . 18,867 REGULATORY ASSETS . . . . . . . . . . . . . . . . . . . 30,545 DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . 1,546 TOTAL . . . . . . . . . . . . . . . . . . . $179,343 D-8 OHIO VALLEY ELECTRIC CORPORATION BALANCE SHEET DECEMBER 31, 1998 (in thousands) (UNAUDITED) CAPITALIZATION AND LIABILITIES SHAREHOLDERS' EQUITY: Common Stock - Par Value $100: Authorized - 300,000 Shares Outstanding - 100,000 Shares. . . . . . . . . . . . $ 10,000 Retained Earnings . . . . . . . . . . . . . . . . . . 2,040 Total Shareowners' Equity . . . . . . . . . . 12,040 Long-term Debt - Notes Payable. . . . . . . . . . . . 51,305 TOTAL CAPITALIZATION. . . . . . . . . . . . . 63,345 CURRENT LIABILITIES: Long-term Debt Due Within One Year. . . . . . . . . . 13,996 Short-term Debt . . . . . . . . . . . . . . . . . . . 20,000 Coal Purchase Obligation. . . . . . . . . . . . . . . 8,000 Accounts Payable. . . . . . . . . . . . . . . . . . . 7,839 Taxes Accrued . . . . . . . . . . . . . . . . . . . . 10,690 Interest Accrued and Other. . . . . . . . . . . . . . 2,087 TOTAL CURRENT LIABILITIES . . . . . . . . . . 62,612 INVESTMENT TAX CREDITS. . . . . . . . . . . . . . . . . 10,610 POSTRETIREMENT BENEFIT OBLIGATION . . . . . . . . . . . 19,502 AMOUNTS DUE TO CUSTOMERS FOR FEDERAL INCOME TAXES . . . 15,505 OTHER REGULATORY LIABILITIES AND DEFERRED CREDITS . . . 7,769 TOTAL . . . . . . . . . . . . . . . . . . . $179,343 D-9 OHIO VALLEY ELECTRIC CORPORATION STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1998 (in thousands) (UNAUDITED) OPERATING ACTIVITIES: Net Income. . . . . . . . . . . . . . . . . . . . . . $ 2,136 Adjustments for Noncash Items: Future Federal Income Tax Benefits. . . . . . . . . 1,060 Changes in Certain Current Assets and Liabilities: Accounts Receivable . . . . . . . . . . . . . . . (3,136) Coal, Materials and Supplies. . . . . . . . . . . 1,458 Accounts Payable. . . . . . . . . . . . . . . . . (710) Accrued Taxes . . . . . . . . . . . . . . . . . . (4,104) SO2 Allowances. . . . . . . . . . . . . . . . . . 3,213 Other (net) . . . . . . . . . . . . . . . . . . . . 2,308 Net Cash Flows Used For Operating Activities . . 2,225 INVESTING ACTIVITIES: Construction Expenditures . . . . . . . . . . . . . . (5,839) Reimbursement for Plant Replacements and Additional Facilities. . . . . . . . . . . . . . . . 1,993 Advances Returned from Subsidiary . . . . . . . . . . 6,466 Net Cash Flows From Investing Activities . . . . 2,620 FINANCING ACTIVITIES: Retirement of Long-term Debt. . . . . . . . . . . . . (6,965) Dividends Paid. . . . . . . . . . . . . . . . . . . . (2,160) Net Cash Flows From Financing Activities . . . . (9,125) Net Decrease in Cash and Cash Equivalents . . . . . . (4,280) Cash and Cash Equivalents January 1 . . . . . . . . . 5,325 Cash and Cash Equivalents December 31 . . . . . . . . $ 1,045 Supplemental Disclosure: Interest Paid (net of capitalized amounts). . . . . . $6,271 Income Taxes Paid . . . . . . . . . . . . . . . . . . $10,300 D-10 PACIFIC HYDRO, LTD. The unaudited financial statements for Pacific Hydro, Ltd are filed confidentially pursuant to Rule 104 (b) of the PUHCA. YORKSHIRE POWER GROUP CONSOLIDATED The financial statements of Yorkshire Power Group Limited are incorporated by reference to the Form 10-Q for the quarter eneded December 31, 1998 and the annual report on Form 10-K for the year ended March 31, 1998. D-11 EXHIBIT A Incorporation By Reference Form 10K Annual Report Year File Number AEP 1998 1-3525 AEGCo 1998 0-18135 APCo 1998 1-3457 CSPCo 1998 1-2680 I&M 1998 1-3570 KEPCo 1998 1-6858 OPCo 1998 1-6543 EXHIBIT INDEX Certain of the following exhibits, designated with an asterisk(*), are filed herewith. The exhibits not so designated have heretofore been filed with the Commission and, pursuant to 17 C.F.R. 229.10(d) and 240.12b-32, are incorporated herein by reference to the documents indicated in brackets following the descriptions of such exhibits. Exhibits, designated with a dagger ((), are management contracts or compensatory plans or arrangements required to be filed as an exhibit to this form pursuant to Item 14(c) of this report. Exhibit Number Description AEGCo 3(a) - 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 1998 Annual Report (for the fiscal year ended December 31, 1998) 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, File No. 1-3525, Exhibit 3(a)]. * 3(b) - Copy of Certificate of Amendment of the Restated Certificate of Incorporation of AEP, dated January 13, 1999. * 3(c) - Composite copy of the Restated Certificate of Incorporation of AEP, as amended. 3(d) - Copy of By-Laws of AEP, as amended through January 28, 1998 [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1997, File No. 1-3525, Exhibit 3(b)]. 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 [Annual Report on Form 10-K of AEP for the Fiscal year ended December 31, 1997, File No. 1-3525, Exhibit 10(f)]. (10(g)(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)]. (10(m) - AEP System Survivor Benefit Plan, effective January 27, 1998 [Quarterly Report on Form 10-Q of AEP for the quarter ended September 30, 1998, File No. 1-3525, Exhibit 10]. (*10(n) - Letter agreement between AEP and Donald M. Clements, Jr. dated August 19, 1994. (*10(o) - AEP Senior Executive Severance Plan for Merger with Central and South West Corporation, effective March 1, 1999. *13 - Copy of those portions of the AEP 1998 Annual Report (for the fiscal year ended December 31, 1998) 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) and4(c); Annual Report on Form 10-K of APCo for the fiscal year ended December 31, 1996, File No. 1-3457, Exhibit 4(b); Annual Report on Form 10-K of APCo for the fiscal year ended December 31, 1998, Exhibit 4(b)]. 4(b) - Indenture (for unsecured debt securities), dated as of January 1, 1998, between APCo and The Bank of New York, As Trustee [Registration Statement No. 333-45927, Exhibits 4(a) and 4(b); Registration Statement No. 333-49071, Exhibit 4(b)]. *4(c) - Company Order and Officers' Certificate, dated April 22, 1998, establishing certain terms of the 7.30% Senior Notes, Series B, 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)]. (10(j) - AEP System Survivor Benefit Plan, effective January 27, 1998 [Quarterly Report on Form 10-Q of AEP for the quarter ended September 30, 1998, File No. 1-3525, Exhibit 10]. (10(k) - AEP Senior Executive Severance Plan for Merger with Central and South West Corporation, effective March 1, 1999 [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1998, File No. 1-3525, Exhibit 10(o)]. *12 - Statement re: Computation of Ratios. *13 - Copy of those portions of the APCo 1998 Annual Report (for the fiscal year ended December 31, 1998) 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, 1998, 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 [Registration Statement No. 333-54025, Exhibits 4(a), 4(b), 4(c) and 4(d)]. *4(c) - Copy of Company Order and Officers' Certificate, dated June 18, 1998, establishing certain terms of the Unsecured Medium Term Notes, Series B. *4(d) - Copy of Instructions, dated June 18, 1998, from CSPCo to Bankers Trust Company, establishing certain terms of the 6.55% Unsecured Medium Term Notes, Series B, 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 1998 Annual Report (for the fiscal year ended December 31, 1998) 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)]. * 4(b) - Copy of indenture (for unsecured debt securities), dated as of October 1, 1998, between I&M and The Bank of New York, as Trustee. * 4(c) - Copy of Company Order and Officers' Certificate, dated October 29, 1998, establishing certain terms of the Unsecured Medium Term Notes, Series A. * 4(d) - Copy of Instructions, dated November 4, 1998, from I&M to The Bank of New York, establishing certain terms of the 6.45% 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)(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)(4) - 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)(5) - 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, 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 1, 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 1998 Annual Report (for the fiscal year ended December 31, 1998) 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, 1998, 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 [Annual Report on Form 10-K of KEPCo for the fiscal year ended December 31, 1997, Exhibits 4(b), 4(c) and 4(d)]. *4(c) - Copy of Instructions, dated November 4, 1998, from KEPCo to Bankers Trust Company, establishing certain terms of the 6.45% Unsecured Medium Term Notes, Series A, due 2008. 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 1998 Annual Report (for the fiscal year ended December 31, 1998) 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)(iv); Registration Statement No. 33-31069, Exhibit 4(a)(ii); Registration Statement No. 33-44995, Exhibit 4(a)(ii); Registration Statement No. 33-59006, Exhibits 4(a)(ii), 4(a)(iii) and 4(a)(iv); Registration Statement No. 33-50373, Exhibits 4(a)(ii), 4(a)(iii) and 4(a)(iv); Annual Report on Form 10-K of OPCo for the fiscal year ended December 31, 1993, File No. 1-6543, Exhibit 4(b)]. 4(b) - Copy of Indenture (for unsecured debt securities), dated as of September 1, 1997, between OPCo and Bankers Trust Company, as Trustee [Registration Statement No. 333-49595, Exhibits 4(a), 4(b) and 4(c)]. *4(c) - Copy of Instructions, dated December 1, 1998, from OPCo to Bankers Trust Company, establishing certain terms of the 6.24% Unsecured Medium Term Notes, Series A, due 2008. *4(d) - Copy of Company Order and Officers' Certificate, dated April 29, 1998, establishing certain terms of the 7 3/8% 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); 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, 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); 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)]. (10(l) - AEP System Survivor Benefit Plan, effective January 27, 1998 [Quarterly Report on Form 10-Q of AEP for the quarter ended September 30, 1998, File No. 1-3525, Exhibit 10]. (10(m) - AEP Senior Executive Severance Plan for Merger with Central and South West Corporation, effective March 1, 1999 [Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 1998, File No. 1-3525, Exhibit 10(o)]. *12 - Statement re: Computation of Ratios. *13 - Copy of those portions of the OPCo 1998 Annual Report (for the fiscal year ended December 31, 1998) 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, 1998, 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. 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 L. DiLorenzo AEP Generating Company /s/ W. L. Scott AEP Investments, Inc. /s/ W. L. Scott AEP Power Marketing, Inc. /s/John L. DiLorenzo 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 Gas Holding Company /s/ W. L. Scott AEP Resources Investments, Inc. /s/ W. L. Scott AEP Resources Service Company /s/ W. L. Scott AEP Resources Ventures, Inc. /s/ W. L. Scott AEP Resources Ventures II, Inc. /s/ W. L. Scott AEP Resources Ventures III, Inc. /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 COMPANY OFFICER'S SIGNATURE 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 LIG Chemical Company /s/ W. L. Scott LIG, Inc. /s/ W. L. Scott LIG Liquids Company, L.L.C. /s/ W. L. Scott LIG Pipline Company /s/ W. L. Scott Louisiana Intrastate Gas Company, L.L.C. /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 COMPANY OFFICER'S SIGNATURE Southern Ohio Coal Company /s/ W. L. Scott Tuscaloosa Pipeline 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 Gas Holdings Company FERC USA AEP Resources Ventures, Inc. FERC USA AEP Resources Ventures II, Inc. FERC USA AEP Resources Ventures III, Inc. FERC USA AEP Acquisition L.L.C. FERC USA Jefferson Island Storage and Hub, L.L.C. FERC USA AEP Resources Investments, Inc. FERC USA LIG Pipeline Company FERC USA LIG, Inc. FERC USA Louisiana Intrastate Gas Company, L.L.C. FERC USA LIG Chemical Company FERC USA LIG Liquids Company, L.L.C. FERC USA Tuscaloosa Pipeline Company FERC USA 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 AEP Resources Australia Holdings Pty. Ltd. AEP Resources CitiPower I Pty, Ltd. AEP Ressources CitiPower II Pty, Ltd. Australia's Energy Partnership Entergy Victoria LDC Pty, Ltd. Marregon Pty, Ltd. CitiPower Pty, Ltd. CitiPower Trust Cash Assets Account Receivable Current Assets Work in Progress Current Assets Provision for Doubtful Debts Assets Intercompany Receivable Assets Accrued Revenue Assets Other Current Assets Assets A/Cs Receivable Assets Investments Assets Fixed Assets in Service Assets Work in Progress Assets Acc Dep - Prop/Plant & Equip Assets Intangible Assets Deferred Charges Assets Other NonCurrent Assets Assets A/Cs Payable & Accruals Liability Suspense Oncosts Liability Borrowings Liability InterCo Payable Liability Customer & Trust Deposits Liability Provisions Liability Borrowings Liability InterCompany Payable Liability Provisions Liability Shareholders Equity Liability Profit/Loss Liability 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 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 0 0 0 0 0 0 0 0 0 KEY ACCOUNTS 424 0 424 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 2,591 0 2,591 0 0 0 0 0 0 CUSTOMER SERVICES 9,122 0 9,122 0 0 0 0 0 0 ENG - ENGINEERING & PLANNING 13,026 0 13,026 0 0 0 0 0 0 ENG - ENGINEERING & DRAFTING 0 0 0 0 0 0 0 0 0 OPERATIONS - ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 OPERATIONS - METER 4,814 0 4,814 0 0 0 0 0 0 OPERATIONS - LINE 11,385 0 11,385 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 36 0 36 0 0 0 0 0 0 PROTECTION & CONTROL 962 0 962 0 0 0 0 0 0 STATION 65,421 0 65,421 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 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP 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 11,900 0 11,900 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 160 0 160 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 1,086 0 1,086 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 22,302 0 22,302 0 0 0 0 0 0 BUILDING SERVICES 6,457 0 6,457 0 0 0 0 0 0 OFFICES SERVICES 0 0 0 0 0 0 0 0 0 LABOR FRINGES ON O&M LABOR 33,567 0 33,567 0 0 0 0 0 0 TOTAL O&M COSTS 183,253 0 183,253 0 0 0 0 0 0 CONSTRUCTION, RETIREMENT, OTHER WIP 190,048 0 190,048 0 0 0 0 0 0 MATERIAL & SUPPLY COSTS 22,695 0 22,377 209 109 0 0 0 0 FACILITY COSTS 12,302 0 0 0 0 0 0 0 12,302 INVESTMENT CARRYING CHARGES 4,394 0 0 0 0 0 0 0 4,394 COMPANY TOTAL 412,692 0 395,678 209 109 0 0 0 16,696
APPALACHIAN POWER COMPANY PAGE 3 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 27,082 721 0 24,456 91 414 163 1,237 0 KEY ACCOUNTS 1,442 1,388 0 54 0 0 0 0 0 ECONOMIC DEVELOPMENT 9,690 8,250 0 0 0 0 1,440 0 0 BUSINESS SERVICES 421 203 0 130 0 57 0 32 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 27,510 25,012 0 1,283 0 67 66 1,082 0 CUSTOMER SERVICES 261,081 202,164 0 7,876 546 7,902 3,073 39,520 0 ENG - ENGINEERING & PLANNING 12,285 2,397 0 540 0 0 0 9,348 0 ENG - ENGINEERING & DRAFTING 27,342 21,742 0 3 0 0 0 5,597 0 OPERATIONS - ADMINISTRATIVE 47,388 43,504 0 3,863 (115) 0 0 136 0 OPERATIONS - METER 37,246 12,808 0 0 0 14,954 0 9,484 0 OPERATIONS - LINE 37,790 6,255 0 2,531 648 1,510 0 26,845 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 543 543 0 0 0 0 0 0 0 RIGHT OF WAY MAINTENANCE 16,257 1,987 0 14,270 0 0 0 0 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 130 130 0 0 0 0 0 0 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS (4,823) 0 0 0 (2,425) (1,439) 0 (959) 0 JOINT USE 0 0 0 0 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 342,435 332,622 0 0 0 1,163 0 8,650 0 ENERGY TRANSMISSION TRANSMISSION REGIONS 0 0 0 0 0 0 0 0 0 TRANSMISSION LINE 13,949 11,137 0 1,914 0 0 0 898 0 PROTECTION & CONTROL 43,071 605 0 42,461 12 0 0 (7) 0 STATION 129,956 16,102 0 78,503 2,262 3,128 12 29,950 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/RIGHT OF WAY 1,597 0 0 1,597 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. 96,855 11,323 0 81,405 0 0 0 4,127 0 OPERATIONS CENTER 586,394 195,523 0 388,355 516 0 110 1,890 0
APPALACHIAN POWER COMPANY PAGE 4 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 1,818 0 0 1,818 0 0 0 0 0 METER OPERATIONS 31,546 6,531 0 20,741 194 2,765 113 1,202 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 67,982 2,370 0 2,506 0 162 0 62,944 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 0 0 0 0 0 0 0 0 0 LAND MANAGEMENT-REAL ESTATE 2,911 7 0 403 0 0 0 2,500 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 62,039 19,743 0 432 0 0 41,864 0 0 CORPORATE COMMUNICATIONS 16,083 7,023 0 0 0 0 9,060 0 0 RATES 29,724 0 0 0 0 0 29,724 0 0 OTHER ADMINISTRATIVE GROUPS 6,798 383 0 3,222 109 448 2,925 (289) 0 ACCOUNTING ADMINISTRATIVE 8,200 5,254 0 628 1,731 0 586 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 5,743 5,743 0 0 0 0 0 0 0 DATA PROCESSING 2,598 2,538 0 0 0 0 0 60 0 ELECTRIC PLANT 4,377 3,727 0 0 0 0 650 0 0 GENERAL RECORDS 47,434 29,357 0 0 0 0 18,077 0 0 REPORTS 13,213 8,335 0 0 0 0 4,878 0 0 PC & SOFTWARE SUPPORT 993 993 0 0 0 0 0 0 0 CORPORATE SERVICES CORPORATE SERVICES-ADMIN 1,867 1,867 0 0 0 0 0 0 0 FLEET MANAGEMENT 162,836 30,270 0 107,718 131 0 1,902 9,555 13,260 BUILDING SERVICES 17,964 15,995 0 0 0 0 0 1,969 0 OFFICES SERVICES 23,344 18,131 0 1,589 0 0 215 3,409 0 LABOR FRINGES ON O&M LABOR 465,018 219,271 0 172,681 538 4,719 27,416 40,393 0 TOTAL O&M COSTS 2,688,129 1,271,954 0 960,979 4,238 35,849 142,275 259,574 13,260 CONSTRUCTION, RETIREMENT, OTHER WIP 1,747,590 384,522 0 1,058,700 96,571 16,214 9,941 181,642 0 MATERIAL & SUPPLY COSTS 1,585,507 33,533 0 740,338 123,309 350,838 963 336,526 0 FACILITY COSTS 649,841 0 0 0 0 58,602 0 13,825 577,414 INVESTMENT CARRYING CHARGES 144,840 0 0 0 0 39,868 0 9,332 95,640 COMPANY TOTAL 6,815,907 1,690,009 0 2,760,017 224,118 501,371 153,179 800,899 686,314
KENTUCKY POWER COMPANY PAGE 5 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 0 0 0 0 0 0 0 0 0 KEY ACCOUNTS (817) 0 (739) 0 0 0 (78) 0 0 ECONOMIC DEVELOPMENT 0 0 0 0 0 0 0 0 0 BUSINESS SERVICES 1,156 40 930 0 0 120 0 66 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 13,023 0 6,934 0 0 0 0 6,089 0 CUSTOMER SERVICES 314,140 0 245,381 0 0 932 0 67,827 0 ENG - ENGINEERING & PLANNING 42,983 0 21,000 0 4,022 0 0 17,961 0 ENG - ENGINEERING & DRAFTING 4,816 0 1,485 0 0 0 0 3,331 0 OPERATIONS - ADMINISTRATIVE 63,654 0 37,737 0 393 0 0 25,524 0 OPERATIONS - METER 0 0 0 0 0 0 0 0 0 OPERATIONS - LINE 372,574 207 362,285 0 1,201 2,498 0 6,383 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 0 0 0 0 0 0 0 0 0 RIGHT OF WAY MAINTENANCE 41 2 39 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 646,413 0 0 0 244,212 19,083 367,969 15,149 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 205,166 0 88,599 0 183 40,918 3,542 71,924 0 PROTECTION & CONTROL 26,754 0 26,260 0 0 0 0 494 0 STATION 207,145 331 176,637 0 112 6,225 6 23,834 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 454 0 0 0 0 454 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
KENTUCKY POWER COMPANY PAGE 6 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 1,291 0 629 0 0 662 0 0 0 METER OPERATIONS 55,510 1,545 30,134 0 205 0 3,233 20,393 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 22,542 0 15,601 0 1,887 1,887 29 3,138 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 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 32,134 133 2,715 0 770 161 15,518 5,610 7,227 BUILDING SERVICES 34,993 0 22,418 0 0 0 0 12,575 0 OFFICES SERVICES 0 0 0 0 0 0 0 0 0 LABOR FRINGES ON O&M LABOR 422,544 149 217,711 0 65,485 15,441 62,861 60,898 0 TOTAL O&M COSTS 2,466,517 2,407 1,255,756 0 318,470 88,380 453,080 341,197 7,227 CONSTRUCTION, RETIREMENT, OTHER WIP 1,914,620 38,521 1,478,837 0 77,663 197,196 0 122,403 0 MATERIAL & SUPPLY COSTS 288,966 0 107,746 0 22,701 5,333 0 153,186 0 FACILITY COSTS 557,124 156 279,234 0 0 5,052 24,696 56,190 191,796 INVESTMENT CARRYING CHARGES 589,312 6 305,581 0 0 5,934 22,733 77,782 177,276 COMPANY TOTAL 5,816,539 41,090 3,427,154 0 418,834 301,895 500,509 750,758 376,299
INDIANA/MICHIGAN POWER COMPANY PAGE 7 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 400 0 0 0 0 0 0 400 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 15,557 0 0 0 0 65 0 15,492 0 CUSTOMER SERVICES 26,521 0 0 0 0 0 0 26,521 0 ENG - ENGINEERING & PLANNING 25,960 1,850 54 0 0 3,992 0 20,064 0 ENG - ENGINEERING & DRAFTING 24,753 0 0 0 0 8 0 24,745 0 OPERATIONS - ADMINISTRATIVE 765 0 0 0 0 0 0 765 0 OPERATIONS - METER 1,718 0 0 36 0 0 0 1,682 0 OPERATIONS - LINE 18,218 2,471 10,193 1,547 0 172 0 3,835 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 30,696 0 3,289 0 0 2,398 0 25,009 0 RIGHT OF WAY MAINTENANCE 6,504 0 0 127 0 0 2,684 3,693 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 12,555 0 0 18 0 0 15 12,522 0 DISTRIBUTION DATA SYSTEMS 0 0 0 0 0 0 0 0 0 DATABASE APPLICATIONS 0 0 0 0 0 0 0 0 0 JOINT USE 167 0 0 167 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 9,918 0 2,395 380 0 7,143 0 0 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 5,935 4,547 0 0 0 0 0 1,388 0 PROTECTION & CONTROL 5,549 0 0 0 0 0 0 5,549 0 STATION 72,695 0 72 0 0 0 0 72,623 0 TRANSMISSION SYSTEM ENGINEERING LINE ENGINEERING 0 0 0 0 0 0 0 0 0 LINE ENGINEERING/RIGHT OF WAY 1,598 0 0 0 0 0 0 1,598 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. 38,231 0 11,158 (3) 0 0 1,069 26,007 0 OPERATIONS CENTER 22 0 22 0 0 0 0 0 0
INDIANA/MICHIGAN POWER COMPANY PAGE 8 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP 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 2,608 0 0 662 0 0 0 1,946 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 15,714 0 0 0 0 0 0 15,714 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 4,032 340 0 0 0 0 0 3,692 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 44 0 0 0 0 0 0 44 0 FLEET MANAGEMENT 93,569 0 638 2,083 0 0 240 78,305 12,303 BUILDING SERVICES 2,450 0 0 1,293 0 9 0 1,148 0 OFFICES SERVICES 2,174 0 0 0 0 0 0 2,174 0 LABOR FRINGES ON O&M LABOR 54,093 1,280 3,105 11 0 1,662 763 47,272 0 TOTAL 0&M COSTS 472,446 10,488 30,926 6,321 0 15,449 4,771 392,188 12,303 CONSTRUCTION, RETIREMENT, OTHER WIP 993,502 0 184,763 1,555 0 188,998 0 618,186 0 MATERIAL & SUPPLY COSTS 578,600 892 93,027 83,072 0 52,962 614 348,033 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 3,585,948 11,380 308,716 90,948 0 257,409 5,385 1,358,407 1,553,703
WHEELING POWER COMPANY PAGE 9 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 0 0 0 0 0 0 0 0 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 (17) 0 0 0 0 0 0 (17) 0 ENG - ENGINEERING & PLANNING 130 0 0 0 0 0 0 130 0 ENG - ENGINEERING & DRAFTING 56 0 0 0 0 0 0 56 0 OPERATIONS - ADMINISTRATIVE 0 0 0 0 0 0 0 0 0 OPERATIONS - METER 16,505 0 0 0 0 0 0 16,505 0 OPERATIONS - LINE 5,797 214 0 439 0 0 0 5,144 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 0 0 0 0 0 0 0 0 0 STATION 149,764 0 0 0 0 0 0 149,764 0 TRANSMISSION SYSTEM ENGINEERING 0 0 0 0 0 0 0 0 0 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 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP 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 0 0 0 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 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 14,926 0 0 0 0 139 0 14,771 16 BUILDING SERVICES 3,598 0 0 0 0 0 0 3,598 0 OFFICES SERVICES 0 0 0 0 0 0 0 0 0 LABOR FRINGES ON O&M LABOR 47,181 67 0 108 0 0 0 47,006 0 TOTAL O&M COSTS 237,940 281 0 547 0 139 0 236,957 16 CONSTRUCTION, RETIREMENT, OTHER WIP 267,801 0 66,684 18,444 10,954 16,486 0 155,233 0 MATERIAL & SUPPLY COSTS 3,893 0 0 0 58 38 0 3,797 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 509,634 281 66,684 18,991 11,012 16,663 0 395,987 16
OHIO POWER COMPANY PAGE 11 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 14,832 0 0 0 0 14,734 98 0 0 KEY ACCOUNTS 0 0 0 0 0 0 0 0 0 ECONOMIC DEVELOPMENT 6 0 0 0 0 6 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 134,908 404 39,991 4,779 187 47,812 41,735 0 0 CUSTOMER SERVICES 361,579 619 159,749 2,446 (961) 160,799 38,928 0 0 ENG - ENGINEERING & PLANNING 138,288 (20) 26,294 1,394 0 54,462 56,158 0 0 ENG - ENGINEERING & DRAFTING 19,250 0 0 0 86 (6,095) 25,259 0 0 OPERATIONS - ADMINISTRATIVE 69,370 0 558 13,631 0 5,354 49,828 0 0 OPERATIONS - METER 35,762 213 7,392 1,360 0 15,255 11,541 0 0 OPERATIONS - LINE 732,826 982 255,554 54,941 74 382,994 38,281 0 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 5,166 0 0 0 0 4,851 315 0 0 RIGHT OF WAY MAINTENANCE 472 0 0 94 0 352 26 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 37,624 0 0 171 0 35,267 2,186 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS (22,322) 0 0 0 0 (22,322) 0 0 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 606,661 1,344 71,852 42,164 18,694 434,900 37,707 0 0 PROTECTION & CONTROL 83,993 1,017 6,151 3,897 1,719 32,902 38,307 0 0 STATION 512,497 5,112 61,974 21,045 4,582 301,871 117,913 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. 33,513 0 9,678 1,647 0 19,776 2,412 0 0 OPERATIONS CENTER 1,024,186 0 3,857 0 5,052 946,085 69,191 0 0
OHIO POWER COMPANY PAGE 12 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE ENERGY DELIVERY SUPPORT MEASUREMENTS & CUSTOMER SUPPORT MEASUREMENTS ENG. & SUPPORT 3,115 0 0 772 2,343 0 0 0 0 METER OPERATIONS 356,059 998 251 4,836 106,614 226,241 17,118 0 0 TELECOMMUNICATIONS TELECOMMUNICATIONS ENGINEERING 0 0 0 0 0 0 0 0 0 TELECOMMUNICATIONS OPERATIONS 35,239 0 1,196 0 203 4,226 29,614 0 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 3,642 0 47 229 65 3,299 3 0 0 LAND MANAGEMENT-REAL ESTATE 3,686 0 0 0 0 3,612 74 0 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 1,242 0 0 0 0 1,242 0 0 0 CORPORATE COMMUNICATIONS 20,484 0 0 0 3,523 16,961 0 0 0 RATES 8,095 0 0 0 0 8,095 0 0 0 OTHER ADMINISTRATIVE GROUPS 640,798 13,979 311,615 62,799 227,731 12,331 12,343 0 0 ACCOUNTING ADMINISTRATIVE 140 0 0 0 0 0 140 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 190,923 1,825 12,798 1,390 13,007 84,859 47,925 0 29,118 BUILDING SERVICES 16,232 0 1,165 240 235 11,823 2,769 0 0 OFFICES SERVICES 72,796 1,072 24,378 8,794 20,054 16,704 1,794 0 0 LABOR FRINGES ON O&M LABOR 1,397,763 1,259 205,811 45,323 47,399 900,327 197,643 0 0 TOTAL O&M COSTS 6,538,823 28,804 1,200,311 271,953 450,607 3,718,722 839,307 0 29,118 CONSTRUCTION, RETIREMENT, OTHER WIP 6,914,933 1,224 2,060,186 428,458 189,363 3,838,659 397,043 0 0 MATERIAL & SUPPLY COSTS 4,968,676 800 1,204,934 419,935 229,567 2,816,631 296,809 0 0 FACILITY COSTS 855,858 0 58,908 18,744 7,872 141,414 44,328 0 584,592 INVESTMENT CARRYING CHARGES 1,525,444 0 292,217 126,226 36,661 661,477 53,753 0 355,110 COMPANY TOTAL 20,803,734 30,828 4,816,556 1,265,316 914,070 11,176,903 1,631,240 0 968,820
COLUMBUS SOUTHERN POWER COMPANY PAGE 13 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE O&M COSTS MARKETING CONSUMER MARKETING 333,458 110 0 0 0 0 17,296 316,052 0 KEY ACCOUNTS 3,492 0 196 0 0 0 0 3,296 0 ECONOMIC DEVELOPMENT 287,291 0 0 0 0 0 0 287,291 0 BUSINESS SERVICES 17,606 0 0 0 1,560 0 104 15,942 0 MARKETING SUPPORT SERVICES 0 0 0 0 0 0 0 0 0 DISTRIBUTION REGIONS MANAGERIAL 61,381 1,486 14,119 2,119 1,423 0 0 42,233 0 CUSTOMER SERVICES 312,091 380 59,043 22 0 0 0 252,646 0 ENG - ENGINEERING & PLANNING 101,852 31 26,535 3,135 140 0 0 72,011 0 ENG - ENGINEERING & DRAFTING 15,756 0 2,237 0 0 0 0 13,519 0 OPERATIONS - ADMINISTRATIVE 66,964 2,344 11,655 0 0 0 0 52,965 0 OPERATIONS - METER 39,640 93 8,044 3,389 0 0 0 28,115 0 OPERATIONS - LINE 134,670 239 31,316 0 0 0 124 102,991 0 ENERGY DISTRIBUTION SUPPORT DISTRIBUTION OPERATIONS DISTRIBUTION OPERATIONS 177,670 0 2,295 0 0 0 7,197 168,178 0 RIGHT OF WAY MAINTENANCE 17,515 0 0 3,265 0 0 891 13,359 0 DISTRIBUTION ENGINEERING ENGINEERING & PLANNING 77,458 0 0 368 0 0 4,278 72,812 0 DISTRIBUTION DATA SYSTEMS DATABASE APPLICATIONS 17,913 0 0 0 7,754 0 535 9,625 0 JOINT USE 0 0 0 0 0 0 0 0 0 CUSTOMER SERVICES CUSTOMER CALL CENTERS 4,580,409 0 5,036 (1,635) 20,159 0 0 4,556,849 0 ENERGY TRANSMISSION TRANSMISSION REGIONS TRANSMISSION LINE 12,543 0 1,485 990 0 0 495 9,573 0 PROTECTION & CONTROL 134,012 0 12,351 6,794 0 0 2,952 111,915 0 STATION 665,413 635 96,336 46,549 3,271 0 12,567 506,056 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. 249,155 (102) 39,094 12,818 10,863 0 1,599 184,787 96 OPERATIONS CENTER 120,595 0 0 0 0 0 4,125 116,470 0
COLUMBUS SOUTHERN POWER COMPANY PAGE 14 1998 INTERCOMPANY BILLING COSTS INCURRED COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP 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 193,869 48 18,041 13,702 27,340 0 0 134,738 0 OPERATIONS IMPROVEMENT LAND MANAGEMENT-FORESTRY 40,765 0 0 0 0 0 0 40,765 0 LAND MANAGEMENT-REAL ESTATE 138,819 0 3,457 1,083 23,412 0 390 110,477 0 OPERATIONS ANALYSIS 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE SUPPORT ADMINISTRATIVE STATE PRES/ENVIR & GOV'T AFF 350,334 0 0 0 0 0 0 350,334 0 CORPORATE COMMUNICATIONS 134,357 0 0 0 0 0 0 134,357 0 RATES 166,349 0 0 0 0 0 0 166,349 0 OTHER ADMINISTRATIVE GROUPS 76,271 50,427 0 15 0 0 84 27,742 1,997 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 115,163 0 4,084 0 0 0 6,311 104,768 0 FLEET MANAGEMENT 276,221 208 1,538 6,948 5,772 0 10,477 74,846 176,431 BUILDING SERVICES 381,253 0 14,892 0 0 0 22,148 344,212 0 OFFICES SERVICES 120,701 0 2,853 0 0 0 4,538 113,310 0 LABOR FRINGES ON O&M LABOR 2,166,619 1,122 97,701 21,292 20,186 0 18,108 2,008,210 0 TOTAL O&M COSTS 11,587,604 57,021 452,307 120,855 121,879 0 114,219 10,546,792 178,524 CONSTRUCTION, RETIREMENT, OTHER WIP 2,106,842 16 788,922 99,258 26,298 0 81,939 1,110,409 0 MATERIAL & SUPPLY COSTS 97,242 769 44,546 10,946 13,465 0 2,552 24,964 0 FACILITY COSTS 2,559,339 0 26,564 3,899 19,355 0 25,950 1,196,418 1,287,153 INVESTMENT CARRYING CHARGES 1,307,568 0 7,718 2,006 12,480 0 11,444 422,502 851,418 COMPANY TOTAL 17,658,595 57,806 1,320,057 236,964 193,477 0 236,104 13,301,085 2,317,095
1998 INTERCOMPANY BILLING COSTS INCURRED SUMMARY BY COMPANY PAGE 15 COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP ORGANIZATION PROVIDING SERVICE KINGSPORT POWER 412,692 0 395,678 209 109 0 0 0 16,696 APPALACHIAN POWER 6,815,907 1,690,009 0 2,760,017 224,118 501,371 153,179 800,899 686,314 KENTUCKY POWER 5,816,539 41,090 3,427,154 0 418,834 301,895 500,509 750,758 376,299 INDIANA MICHIGAN POWER 3,585,948 11,380 308,716 90,948 0 257,409 5,385 1,358,407 1,553,703 WHEELING POWER 509,634 281 66,684 18,991 11,012 16,663 0 395,987 16 OHIO POWER 20,803,734 30,828 4,816,556 1,265,316 914,070 11,176,903 1,631,240 0 968,820 COLUMBUS SOUTHERN POWER 17,662,589 57,806 1,320,057 236,964 193,477 0 236,104 13,301,085 2,317,095 TOTAL 55,607,043 1,831,394 10,334,846 4,372,446 1,761,620 12,254,241 2,526,418 16,607,135 5,918,943
1998 INTERCOMPANY BILLING COSTS INCURRED SUMMARY BY EXPENDITURE CATEGORY COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP EXPENDITURE CATEGORY O&M 24,178,706 1,370,955 3,122,554 1,360,656 895,194 3,858,539 1,553,653 11,776,707 240,448 CONSTRUCTION, RETIREMENT, OTHER WIP 14,135,336 424,283 4,769,440 1,606,415 400,849 4,257,553 488,923 2,187,873 0 MATERIAL & SUPPLIES 7,545,579 35,994 1,472,630 1,254,500 389,209 3,225,802 300,938 866,506 0 FACILITY COSTS 6,175,494 156 364,706 22,643 27,227 205,068 94,974 1,266,433 4,194,287 INVESTMENT CARRYING CHARGES 3,571,928 6 605,516 128,232 49,141 707,279 87,930 509,616 1,484,208 TOTAL 55,607,043 1,831,394 10,334,846 4,372,446 1,761,620 12,254,241 2,526,418 16,607,135 5,918,943
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 AEP Co., 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 Australia Pty., Ltd. Pacific Hydro Ltd. (20%) (FUCO) AEPR Australia Holdings Pty., Ltd. CitiPower (FUCO) AEP Resources International, Limited 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, Limited 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. As of December 31, 1998 the direct and indirect investment as defined in Rule 53 by AEP Co., Inc. in EWG's and FUCO's was $810,049,000. EXHIBIT I In March 1998 a 20% interest in Pacific Hydro, Ltd. was acquired through AEP Resources Australia Pty., Ltd. a special purpose subsidiary of AEP Resources, Inc. In December 1998, AEP Resources, Inc., through wholly-owned subsidiaries, acquired CitiPower Pty. (CitiPower). Audited financial statements for American Electric Power Company's EWG's and FUCO's are not available, therefore unaudited statements are filed confidentially pursuant to Rule 104(b) of the PUHCA. The unaudited financial statements for CitiPower and Nanyang General Light Electric Co., Ltd. are filed confidentially pursuant to Rule 104(b) of the PUHCA. Pacific Hydro, Ltd. are filed confidentially pursuant to Rule 104(b) of the PUHCA. Yorkshire Power Group Limited's financial statements are incorporated by reference to the Form 10-Q for the quarter ended December 31,1998 and the annual report on Form 10-K for the year ended March31,1998. 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/ Armando S. Pena Armando S. Pena Treasurer April 29, 1999 EX-27 2 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-31-1998 DEC-31-1998 PER-BOOK 58,287 1,794 28,587 80 5,775 94,523 4,100 13,800 7,099 24,999 0 0 15,000 3,725 0 0 10,000 0 1,295 286 39,218 94,523 78,498 636 72,823 73,459 5,039 858 5,897 3,717 2,180 0 2,180 2,448 0 6,307 0 0 All common stock owned by parent company; no EPS required.
EX-27 3 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-31-1998 DEC-31-1998 PER-BOOK 59,436 2,755 12,240 1,609 11,750 87,790 2,428 14,596 6,887 23,911 0 0 21,000 5,225 0 0 5,000 0 3,978 644 28,032 87,790 86,295 2,609 78,233 80,842 5,453 (110) 5,343 1,964 3,379 0 3,379 2,416 0 7,154 0 0 All common stock owned by parent company; no EPS required.
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