<PAGE>
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
<PAGE>
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
<TABLE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1998.
<CAPTION>
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)
<S> <C> <C> <C> <C>
(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
</TABLE>
<PAGE>
<PAGE>
ITEM 1. (CONTINUED)
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<PAGE>
ITEM 1. (CONTINUED)
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
(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.
</TABLE>
<PAGE>
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
<TABLE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
<CAPTION>
Name of Issuer and Authorization
Description of Issues Date and Form of Transactions Consideration or Exemption
(1) (2) (3) (4)
(in thousands)
<C> <S> <S> <S>
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
<PAGE>
<PAGE>
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.
</TABLE>
<PAGE>
<TABLE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<CAPTION>
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)
<S> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
AS OF DECEMBER 31, 1998.
<TABLE>
1. Aggregate amount of investments in persons operating in the retail service area of AEP or of its subsidiaries.
<CAPTION>
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)
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
2. Securities owned not included in 1 above.
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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)
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
Item Dr. Draper Mr. Lhota Mr. Clements Dr. Markowsky Mr. Vipperman Mr. Fayne
<S> <S> <S> <S> <S>
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.
</TABLE>
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.
<PAGE>
(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.
<TABLE>
<CAPTION>
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 (#) (#) (#)
<S> <C> <C> <C> <C> <C>
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
</TABLE>
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.
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C>
J. H. Vipperman $11,000 $90,750 $10,000 $67,500
H. W. Fayne -0- -0- 9,000 95,400
</TABLE>
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.
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 1998
<CAPTION>
JOURNAL ELIMINATIONS
AEP ENTRY AND COMBINED
CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
APPALACHIAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 1998
<CAPTION>
JOURNAL ELIMINATIONS
APCo ENTRY AND COMBINED
CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
COLUMBUS SOUTHERN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 1998
<CAPTION>
JOURNAL ELIMINATIONS
CSPCo ENTRY AND COMBINED
CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
INDIANA MICHIGAN POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 1998
<CAPTION>
JOURNAL ELIMINATIONS
I&M ENTRY AND
CONSOLIDATED NUMBERS ADJUSTMENTS
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
OHIO POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 1998
<CAPTION>
JOURNAL ELIMINATIONS
OPCo ENTRY AND COMBINED
CONSOLIDATED NUMBERS ADJUSTMENTS TOTAL
<S> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
<TABLE>
<CAPTION>
KINGSPORT POWER COMPANY PAGE 1
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KINGSPORT POWER COMPANY PAGE 2
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPALACHIAN POWER COMPANY PAGE 3
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPALACHIAN POWER COMPANY PAGE 4
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KENTUCKY POWER COMPANY PAGE 5
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KENTUCKY POWER COMPANY PAGE 6
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WHEELING POWER COMPANY PAGE 9
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WHEELING POWER COMPANY PAGE 10
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OHIO POWER COMPANY PAGE 11
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OHIO POWER COMPANY PAGE 12
1998 INTERCOMPANY BILLING COSTS INCURRED
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1998 INTERCOMPANY BILLING COSTS INCURRED SUMMARY BY COMPANY PAGE 15
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1998 INTERCOMPANY BILLING COSTS INCURRED SUMMARY BY EXPENDITURE CATEGORY
COMPANY BENEFITING FROM WORK..> TOTAL KGPCO APCO KPCO I&M CSP WPCO OPCO AEP
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
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.
<PAGE>
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
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000055986
<NAME> KINGSPORT POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 58,287
<OTHER-PROPERTY-AND-INVEST> 1,794
<TOTAL-CURRENT-ASSETS> 28,587
<TOTAL-DEFERRED-CHARGES> 80
<OTHER-ASSETS> 5,775
<TOTAL-ASSETS> 94,523
<COMMON> 4,100
<CAPITAL-SURPLUS-PAID-IN> 13,800
<RETAINED-EARNINGS> 7,099
<TOTAL-COMMON-STOCKHOLDERS-EQ> 24,999
0
0
<LONG-TERM-DEBT-NET> 15,000
<SHORT-TERM-NOTES> 3,725
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 10,000
0
<CAPITAL-LEASE-OBLIGATIONS> 1,295
<LEASES-CURRENT> 286
<OTHER-ITEMS-CAPITAL-AND-LIAB> 39,218
<TOT-CAPITALIZATION-AND-LIAB> 94,523
<GROSS-OPERATING-REVENUE> 78,498
<INCOME-TAX-EXPENSE> 636
<OTHER-OPERATING-EXPENSES> 72,823
<TOTAL-OPERATING-EXPENSES> 73,459
<OPERATING-INCOME-LOSS> 5,039
<OTHER-INCOME-NET> 858
<INCOME-BEFORE-INTEREST-EXPEN> 5,897
<TOTAL-INTEREST-EXPENSE> 3,717
<NET-INCOME> 2,180
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,180
<COMMON-STOCK-DIVIDENDS> 2,448
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 6,307
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000106617
<NAME> WHEELING POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 59,436
<OTHER-PROPERTY-AND-INVEST> 2,755
<TOTAL-CURRENT-ASSETS> 12,240
<TOTAL-DEFERRED-CHARGES> 1,609
<OTHER-ASSETS> 11,750
<TOTAL-ASSETS> 87,790
<COMMON> 2,428
<CAPITAL-SURPLUS-PAID-IN> 14,596
<RETAINED-EARNINGS> 6,887
<TOTAL-COMMON-STOCKHOLDERS-EQ> 23,911
0
0
<LONG-TERM-DEBT-NET> 21,000
<SHORT-TERM-NOTES> 5,225
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 5,000
0
<CAPITAL-LEASE-OBLIGATIONS> 3,978
<LEASES-CURRENT> 644
<OTHER-ITEMS-CAPITAL-AND-LIAB> 28,032
<TOT-CAPITALIZATION-AND-LIAB> 87,790
<GROSS-OPERATING-REVENUE> 86,295
<INCOME-TAX-EXPENSE> 2,609
<OTHER-OPERATING-EXPENSES> 78,233
<TOTAL-OPERATING-EXPENSES> 80,842
<OPERATING-INCOME-LOSS> 5,453
<OTHER-INCOME-NET> (110)
<INCOME-BEFORE-INTEREST-EXPEN> 5,343
<TOTAL-INTEREST-EXPENSE> 1,964
<NET-INCOME> 3,379
0
<EARNINGS-AVAILABLE-FOR-COMM> 3,379
<COMMON-STOCK-DIVIDENDS> 2,416
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 7,154
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
