x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the fiscal year ended December 31,
2008
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from __________
to_________
|
Commission
File Number
|
Registrants;
States of Incorporation;
Address and Telephone
Number
|
I.R.S.
Employer
Identification Nos.
|
||
1-3525 |
American
Electric Power Company, Inc. (A New York Corporation)
|
13-4922640
|
||
1-3457 |
Appalachian
Power Company (A Virginia Corporation)
|
54-0124790
|
||
1-2680 |
Columbus
Southern Power Company (An Ohio Corporation)
|
31-4154203
|
||
1-3570 |
Indiana
Michigan Power Company (An Indiana Corporation)
|
35-0410455
|
||
1-6543 |
Ohio
Power Company (An Ohio Corporation)
|
31-4271000
|
||
0-343
|
Public
Service Company of Oklahoma (An Oklahoma Corporation)
|
73-0410895
|
||
1-3146 |
Southwestern
Electric Power Company (A Delaware Corporation)
1
Riverside Plaza, Columbus, Ohio 43215
Telephone
(614) 716-1000
|
72-0323455
|
Indicate
by check mark if the registrants with respect to American Electric Power
Company, Inc., Appalachian Power Company and Ohio Power Company, is each a
well-known seasoned issuer, as defined in Rule 405 on the Securities
Act.
|
Yes x
|
No. o
|
Indicate
by check mark if the registrants with respect to Columbus Southern Power
Company, Indiana Michigan Power Company, Public Service Company of
Oklahoma and Southwestern Electric Power Company, are well-known seasoned
issuers, as defined in Rule 405 on the Securities Act.
|
Yes o
|
No. x
|
Indicate
by check mark if the registrants are not required to file reports pursuant
to Section 13 or Section 15(d) of the Exchange Act.
|
Yes o
|
No. x
|
Indicate
by check mark whether the registrants (1) have filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject
to such filing requirements for the past 90 days.
|
Yes x
|
No. o
|
Indicate
by check mark if disclosure of delinquent filers with respect to
Appalachian Power Company, Ohio Power Company, Public Service Company of
Oklahoma or Southwestern Electric Power Company pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements of Appalachian Power Company, Ohio Power
Company, Public Service Company of Oklahoma or Southwestern Electric Power
Company incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
|
x
|
Indicate
by check mark whether American Electric Power Company, Inc. is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See definitions of ‘large
accelerated filer’, ‘accelerated filer’ and ‘smaller reporting company’ in
Rule 12b-2 of the Exchange Act. (Check One)
|
||
Large
accelerated filer x
|
Accelerated filer |
o
|
Non-accelerated
filer o (Do not check if
a smaller reporting company)
|
Smaller
reporting company
|
o
|
Indicate
by check mark whether Appalachian Power Company, Columbus Southern Power
Company, Indiana Michigan Power Company, Ohio Power Company, Public
Service Company of Oklahoma and Southwestern Electric Power Company are
large accelerated filers, accelerated filers, non-accelerated filers or
smaller reporting companies. See definitions of ‘large
accelerated filer’, ‘accelerated filer’ and ‘smaller reporting company’ in
Rule 12b-2 of the Exchange Act. (Check One)
|
||
Large
accelerated filer o
|
Accelerated
filer
|
o
|
Non-accelerated
filer x (Do not check if
a smaller reporting company)
|
Smaller
reporting company
|
o
|
Indicate
by check mark if the registrants are shell companies, as defined in Rule
12b-2 of the Exchange Act.
|
Yes o
|
No. x
|
Registrant
|
Title of each class
|
Name
of each exchange
on
which registered
|
||
American
Electric Power Company, Inc.
|
Common
Stock, $6.50 par value
|
New
York Stock Exchange
|
||
Appalachian
Power Company
|
None
|
|||
Columbus
Southern Power Company
|
None
|
|||
Indiana
Michigan Power Company
|
6%
Senior Notes, Series D, Due 2032
|
New
York Stock Exchange
|
||
Ohio
Power Company
|
None
|
|||
Public
Service Company of Oklahoma
|
6%
Senior Notes, Series B, Due 2032
|
New
York Stock Exchange
|
||
Southwestern
Electric Power Company
|
None
|
Registrant
|
Title of each class
|
||
American
Electric Power Company, Inc.
|
None
|
||
Appalachian
Power Company
|
4.50%
Cumulative Preferred Stock, Voting, no par value
|
||
Columbus
Southern Power Company
|
None
|
||
Indiana
Michigan Power Company
|
None
|
||
Ohio
Power Company
|
4.50%
Cumulative Preferred Stock, Voting, $100 par value
|
||
Public
Service Company of Oklahoma
|
None
|
||
Southwestern
Electric Power Company
|
4.28%
Cumulative Preferred Stock, Voting, $100 par value
|
||
4.65%
Cumulative Preferred Stock, Voting, $100 par value
|
|||
5.00%
Cumulative Preferred Stock, Voting, $100 par
value
|
Aggregate market value of
voting and non-voting common equity held by non-affiliates of the
registrants as of
June 30, 2008, the last trading date of the registrants’ most recently
completed second fiscal quarter
|
Number
of shares of common stock outstanding of the registrants at
December
31, 2008
|
|||
American
Electric Power Company, Inc.
|
$16,336,246,629
|
406,071,256
|
||
($6.50
par value)
|
||||
Appalachian
Power Company
|
None
|
13,499,500
|
||
(no
par value)
|
||||
Columbus
Southern Power Company
|
None
|
16,410,426
|
||
(no
par value)
|
||||
Indiana
Michigan Power Company
|
None
|
1,400,000
|
||
(no
par value)
|
||||
Ohio
Power Company
|
None
|
27,952,473
|
||
(no
par value)
|
||||
Public
Service Company of Oklahoma
|
None
|
9,013,000
|
||
($15
par value)
|
||||
Southwestern
Electric Power Company
|
None
|
7,536,640
|
||
($18
par
value)
|
Description
|
Part
of Form 10-K
Into
Which Document Is Incorporated
|
Portions
of Annual Reports of the following companies for
the
fiscal year ended December 31, 2008:
|
Part
II
|
American Electric Power Company,
Inc.
|
|
Appalachian Power
Company
|
|
Columbus Southern Power
Company
|
|
Indiana Michigan Power
Company
|
|
Ohio Power
Company
|
|
Public Service Company of
Oklahoma
|
|
Southwestern Electric Power
Company
|
|
Portions
of Proxy Statement of American Electric Power Company, Inc. for 2009
Annual Meeting of Shareholders.
|
Part
III
|
Portions
of Information Statements of the following companies for 2009 Annual
Meeting of Shareholders:
|
Part
III
|
Appalachian Power
Company
|
|
Ohio Power
Company
|
|
Public Service Company of
Oklahoma
|
|
Southwestern Electric Power
Company
|
Item
Number
|
|||
Glossary
of
Terms
|
|||
Forward-Looking
Information
|
|||
PART
I
|
|||
1
|
Business
|
||
General
|
|||
Utility
Operations
|
|||
AEP
River
Operations
|
|||
Generation
and
Marketing
|
|||
Other
|
|||
1
|
A
|
Risk
Factors
|
|
1
|
B
|
Unresolved
Staff
Comments
|
|
2
|
Properties
|
||
Generation
Facilities
|
|||
Transmission
and Distribution
Facilities
|
|||
Titles
|
|||
System
Transmission Lines and Facility
Siting
|
|||
Construction
Program
|
|||
Potential
Uninsured
Losses
|
|||
3
|
Legal
Proceedings
|
||
4
|
Submission
Of Matters To A Vote Of Security
Holders
|
||
Executive
Officers of the
Registrant
|
|||
PART
II
|
|||
5
|
Market
For Registrants' Common Equity, Related Stockholder Matters
And
Issuer Purchases Of Equity
Securities
|
||
6
|
Selected
Financial
Data
|
||
7
|
Management’s
Discussion And Analysis Of Financial Condition And
Results
Of
Operations
|
||
7
|
A
|
Quantitative
And Qualitative Disclosures About Market
Risk
|
|
8
|
Financial
Statements And Supplementary
Data
|
||
9
|
Changes
In And Disagreements With Accountants On Accounting
And
Financial
Disclosure
|
||
9
|
A
|
Controls
And
Procedures
|
|
9
|
B
|
Other
Information
|
|
PART
III
|
|||
10
|
Directors,
Executive Officers and Corporate
Governance
|
||
11
|
Executive
Compensation
|
||
12
|
Security
Ownership Of Certain Beneficial Owners and Management And Related
Stockholder Matters
|
||
13
|
Certain
Relationships and Related Transactions, And Director
Independence
|
||
14
|
Principal
Accounting Fees And
Services
|
||
PART
IV
|
|||
15
|
Exhibits
and Financial Statement
Schedules
|
||
Financial
Statements
|
|||
Signatures
|
|||
Index
to Financial Statement
Schedules
|
|||
Report
of Independent Registered Public Accounting
Firm
|
|||
Exhibit
Index
|
Abbreviation or Acronym
|
Definition
|
AECC
|
Arkansas
Electric Cooperative Corporation
|
AEGCo
|
AEP
Generating Company, an electric utility subsidiary of
AEP
|
AEP
or parent
|
American
Electric Power Company, Inc.
|
AEP
East companies
|
APCo,
CSPCo, I&M, KPCo and OPCo
|
AEP
Power Pool
|
APCo,
CSPCo, I&M, KPCo and OPCo, as parties to the Interconnection
Agreement
|
AEP
River Operations
|
AEP’s
inland river transportation subsidiary, AEP River Operations LLC (formerly
AEP MEMCO LLC), operating primarily on the Ohio, Illinois, and lower
Mississippi rivers
|
AEPSC
|
American
Electric Power Service Corporation, a service company subsidiary of
AEP
|
AEP
System or the System
|
The
American Electric Power System, an integrated electric utility system,
owned and operated by AEP’s electric utility
subsidiaries
|
AEP
West companies
|
PSO,
SWEPCo, TCC and TNC
|
AEP
Utilities
|
AEP
Utilities, Inc., a subsidiary of AEP, formerly, Central and South West
Corporation
|
AFUDC
|
Allowance
for funds used during construction (the net cost of borrowed funds, and a
reasonable rate of return on other funds, used for construction under
regulatory accounting)
|
ALJ
|
Administrative
law judge
|
APCo
|
Appalachian
Power Company, a public utility subsidiary of AEP
|
APSC
|
Arkansas
Public Service Commission
|
Buckeye
|
Buckeye
Power, Inc., an unaffiliated corporation
|
CAA
|
Clean
Air Act
|
CAAA
|
Clean
Air Act Amendments of 1990
|
CERCLA
|
Comprehensive
Environmental Response, Compensation and Liability Act of
1980
|
CO2
|
Carbon
dioxide
|
Cook
Plant
|
The
Donald C. Cook Nuclear Plant (2,143 MW), owned by I&M, and located
near Bridgman, Michigan
|
CSPCo
|
Columbus
Southern Power Company, a public utility subsidiary of
AEP
|
CSW
|
Central
and South West Corporation, a public utility holding company that merged
with AEP in June 2000.
|
CSW
Operating Agreement
|
Agreement,
dated January 1, 1997, as amended, originally by and among PSO, SWEPCo,
TCC and TNC, currently by and between PSO and SWEPCO governing generating
capacity allocation. AEPSC acts as the agent for the
parties.
|
DOE
|
United
States Department of Energy
|
Dow
|
The
Dow Chemical Company, and its affiliates collectively, unaffiliated
companies
|
DP&L
|
The
Dayton Power and Light Company, an unaffiliated utility
company
|
Duke
Carolina
|
Duke
Energy Carolinas, LLC
|
Duke
Indiana
|
Duke
Energy Indiana, Inc.
|
Duke
Ohio
|
Duke
Energy Ohio, Inc.
|
EMF
|
Electric
and Magnetic Fields
|
EPA
|
United
States Environmental Protection Agency
|
EPACT
|
The
Energy Policy Act of 2005
|
ERCOT
|
Electric
Reliability Council of Texas
|
ESP
|
Electric
Security Plans, filed with the PUCO, pursuant to the Ohio
Amendments
|
ETEC
|
East
Texas Electric Cooperative
|
FERC
|
Federal
Energy Regulatory Commission
|
Fitch
|
Fitch
Ratings, Inc.
|
FPA
|
Federal
Power Act
|
I&M
|
Indiana
Michigan Power Company, a public utility subsidiary of
AEP
|
IGCC
|
Integrated
Gasification Combined Cycle
|
Interconnection
Agreement
|
Agreement,
dated July 6, 1951, as amended, by and among APCo, CSPCo, I&M, KPCo
and OPCo, defining the sharing of costs and benefits associated with their
respective generating plants
|
IURC
|
Indiana
Utility Regulatory Commission
|
KPCo
|
Kentucky
Power Company, a public utility subsidiary of AEP
|
KPSC
|
Kentucky
Public Service Commission
|
Lawrenceburg
Plant
|
A
1,146 MW gas-fired unit owned by AEGCo and located near Lawrenceburg,
Indiana
|
LLWPA
|
Low-Level
Waste Policy Act of 1980
|
LPSC
|
Louisiana
Public Service Commission
|
MISO
|
Midwest
Independent Transmission System Operator
|
Moody’s
|
Moody’s
Investors Service, Inc.
|
MW
|
Megawatt
|
NOx
|
Nitrogen
oxide
|
NPC
|
National
Power Cooperatives, Inc., an unaffiliated corporation
|
NRC
|
Nuclear
Regulatory Commission
|
OASIS
|
Open
Access Same-time Information System
|
OATT
|
Open
Access Transmission Tariff, filed with FERC
|
OCC
|
Corporation
Commission of the State of Oklahoma
|
Ohio
Act
|
Ohio
electric restructuring legislation
|
Ohio
Amendments
|
Amendments
to the Ohio Act adopted in April 2008 which require electric utilities to
adjust their rates by filing an ESP with the PUCO
|
OPCo
|
Ohio
Power Company, a public utility subsidiary of AEP
|
OVEC
|
Ohio
Valley Electric Corporation, an electric utility company in which AEP and
CSPCo together own a 43.47% equity interest
|
PJM
|
PJM
Interconnection, L.L.C., a regional transmission
organization
|
PSO
|
Public
Service Company of Oklahoma, a public utility subsidiary of
AEP
|
PUCO
|
Public
Utilities Commission of Ohio
|
PUCT
|
Public
Utility Commission of Texas
|
RCRA
|
Resource
Conservation and Recovery Act of 1976, as amended
|
REP
|
Texas
retail electricity provider
|
Rockport
Plant
|
A
generating plant owned and partly leased by AEGCo and I&M (two 1,300
MW, coal-fired) located near Rockport, Indiana
|
ROE
|
Return
on Equity
|
RTO
|
Regional
Transmission Organization
|
SEC
|
Securities
and Exchange Commission
|
S&P
|
Standard
& Poor’s Ratings Service
|
SO2
|
Sulfur
dioxide
|
SPP
|
Southwest
Power Pool
|
SWEPCo
|
Southwestern
Electric Power Company, a public utility subsidiary of
AEP
|
TCA
|
Transmission
Coordination Agreement dated January 1, 1997 by and among, PSO, SWEPCo,
TCC, TNC and AEPSC, which allocated costs and benefits through September
2005 in connection with the operation of the transmission assets of the
four public utility subsidiaries
|
TCC
|
AEP
Texas Central Company, formerly Central Power and Light Company, a public
utility subsidiary of AEP
|
TEA
|
Transmission
Equalization Agreement dated April 1, 1984 by and among APCo, CSPCo,
I&M, KPCo and OPCo, which allocates costs and benefits in connection
with the operation of transmission assets
|
Texas
Act
|
Texas
electric restructuring legislation
|
TNC
|
AEP
Texas North Company, formerly West Texas Utilities Company, a public
utility subsidiary of AEP
|
Tractebel
|
Tractebel
Energy Marketing, Inc.
|
TVA
|
Tennessee
Valley Authority
|
VSCC
|
Virginia
State Corporation Commission
|
WPCo
|
Wheeling
Power Company, a public utility subsidiary of AEP
|
WVPSC
|
West
Virginia Public Service Commission
|
·
|
The
economic climate and growth in, or contraction within, our service
territory and changes in market demand and demographic
patterns.
|
·
|
Inflationary
or deflationary interest rate trends.
|
·
|
Volatility
in the financial markets, particularly developments affecting the
availability of capital on reasonable terms and developments impairing our
ability to finance new capital projects and refinance existing debt at
attractive rates.
|
·
|
The
availability and cost of funds to finance working capital and capital
needs, particularly during periods when the time lag between incurring
costs and recovery is long and the costs are material.
|
·
|
Electric
load and customer growth.
|
·
|
Weather
conditions, including storms.
|
·
|
Available
sources and costs of, and transportation for, fuels and the
creditworthiness and performance of fuel suppliers and
transporters.
|
·
|
Availability
of generating capacity and the performance of our generating plants
including our ability to restore Cook Plant Unit 1 in a timely
manner.
|
·
|
Our
ability to recover regulatory assets and stranded costs in connection with
deregulation.
|
·
|
Our
ability to recover increases in fuel and other energy costs through
regulated or competitive electric rates.
|
·
|
Our
ability to build or acquire generating capacity and transmission line
facilities (including our ability to obtain any necessary regulatory or
siting approvals and permits) when needed at acceptable prices and terms
and to recover those costs (including the costs of projects that are
cancelled) through applicable rate cases or competitive
rates.
|
·
|
New
legislation, litigation and government regulation including requirements
for reduced emissions of sulfur, nitrogen, mercury, carbon, soot or
particulate matter and other substances.
|
·
|
Timing
and resolution of pending and future rate cases, negotiations and other
regulatory decisions (including rate or other recovery of new investments
in generation, distribution and transmission service and environmental
compliance).
|
·
|
Resolution
of litigation (including disputes arising from the bankruptcy of Enron
Corp. and related matters).
|
·
|
Our
ability to constrain operation and maintenance costs.
|
·
|
Our
ability to develop and execute a strategy based on a view regarding prices
of electricity, natural gas and other energy-related
commodities.
|
·
|
Changes
in the creditworthiness of the counterparties with whom we have
contractual arrangements, including participants in the energy trading
market.
|
·
|
Actions
of rating agencies, including changes in the ratings of
debt.
|
·
|
Volatility
and changes in markets for electricity, natural gas, coal, nuclear fuel
and other energy-related commodities.
|
·
|
Changes
in utility regulation, including the implementation of the recently passed
utility law in Ohio and the allocation of costs within RTOs, including PJM
and SPP.
|
·
|
Accounting
pronouncements periodically issued by accounting standard-setting
bodies.
|
·
|
The
impact of volatility in the capital markets on the value of the
investments held by our pension, other postretirement benefit plans and
nuclear decommissioning trust and the impact on future funding
requirements.
|
·
|
Prices
for power that we generate and sell at wholesale.
|
·
|
Changes
in technology, particularly with respect to new, developing or alternative
sources of generation.
|
·
|
Other
risks and unforeseen events, including wars, the effects of terrorism
(including increased security costs), embargoes and other catastrophic
events.
|
The
registrants expressly disclaim any obligation to update any
forward-looking information.
|
Description
|
AEP System(a)
|
APCo
|
CSPCo
|
I&M
|
(in
thousands)
|
||||
UTILITY
OPERATIONS:
|
||||
Retail
Sales
|
||||
Residential
Sales
|
$4,267,000
|
$
891,159
|
$
720,761
|
$427,877
|
Commercial
Sales
|
3,116,000
|
426,277
|
684,277
|
333,575
|
Industrial
Sales
|
2,954,000
|
601,166
|
328,010
|
364,670
|
PJM
Net Charges
|
(214,000)
|
(72,898)
|
(40,249)
|
(38,782)
|
Provision
for Rate Refund
|
(105,000)
|
(52,910)
|
(30,359)
|
(33,279)
|
Other
Retail Sales
|
210,000
|
55,359
|
5,873
|
6,044
|
Total
Retail
|
10,228,000
|
1,848,153
|
1,668,313
|
1,060,105
|
Wholesale
|
||||
Off-System
Sales
|
2,690,000
|
720,574
|
430,093
|
675,205
|
Transmission
|
58,000
|
(52,740)
|
(30,419)
|
(16,235)
|
Total
Wholesale
|
2,748,000
|
667,834
|
399,674
|
658,970
|
Other
Electric Revenues
|
244,000
|
26,235
|
11,623
|
8,694
|
Other
Operating Revenues
|
106,000
|
18,199
|
5,542
|
19,102
|
Sales
To Affiliates
|
-
|
328,735
|
122,949
|
419,488
|
Total
Utility Operating Revenues
|
13,326,000
|
2,889,156
|
2,208,101
|
2,166,359
|
OTHER
|
1,114,000
|
-
|
-
|
-
|
TOTAL
REVENUES
|
$14,440,000
|
$
2,889,156
|
$
2,208,101
|
$2,166,359
|
Description
|
OPCo
|
PSO
|
SWEPCo
|
(in
thousands)
|
|||
UTILITY
OPERATIONS:
|
|||
Retail
Sales
|
|||
Residential
Sales
|
$
602,770
|
$
557,195
|
$440,826
|
Commercial
Sales
|
402,149
|
407,052
|
382,984
|
Industrial
Sales
|
694,890
|
357,884
|
280,082
|
PJM
Net Charges
|
(47,705)
|
-
|
-
|
Provision
for Rate Refund
|
(42,435)
|
13,811
|
21,417
|
Other
Retail Sales
|
9,439
|
99,158
|
7,906
|
Total
Retail
|
1,619,108
|
1,435,100
|
1,133,215
|
Wholesale
|
|||
Off-System
Sales
|
511,961
|
62,980
|
267,689
|
Transmission
|
(38,529)
|
27,234
|
39,966
|
Total
Wholesale
|
473,432
|
90,214
|
307,655
|
Other
Electric Revenues
|
24,257
|
24,176
|
17,157
|
Other
Operating Revenues
|
18,937
|
4,853
|
45,893
|
Sales
to Affiliates
|
961,200
|
101,602
|
50,842
|
Total
Utility Operating Revenues
|
3,096,934
|
1,655,945
|
1,554,762
|
OTHER
|
-
|
-
|
-
|
TOTAL
REVENUES
|
$
3,096,934
|
$
1,655,945
|
$1,554,762
|
(a)
|
Includes
revenues of other subsidiaries not shown. Intercompany transactions have
been eliminated for the year ended December 31, 2008.
|
Moody’s
|
S&P
|
Fitch
|
||||
Company
|
Senior
Unsecured
|
Outlook*
|
Senior
Unsecured
|
Outlook*
|
Senior
Unsecured
|
Outlook*
|
AEP
|
Baa2
|
N
|
BBB
|
S
|
BBB
|
S
|
AEP
Short Term Rating
|
P2
|
S
|
A2
|
S
|
F2
|
S
|
APCo
|
Baa2
|
S
|
BBB
|
S
|
BBB+
|
N
|
CSPCo
|
A3
|
S
|
BBB
|
S
|
A-
|
S
|
I&M
|
Baa2
|
S
|
BBB
|
S
|
BBB
|
S
|
OPCo
|
A3
|
R
|
BBB
|
S
|
BBB+
|
S
|
PSO
|
Baa1
|
S
|
BBB
|
S
|
BBB+
|
S
|
SWEPCo
|
Baa1
|
R
|
BBB
|
S
|
BBB+
|
S
|
·
|
Global
climate change and legislative and regulatory responses to it, including
limitations on CO2
emissions. See Management’s Financial
Discussion and Analysis of Results of Operations under the headings
entitled Environmental
Matters – Potential Regulation of CO2 and Other GHG
Emissions.
|
·
|
The
CAA and CAAA and state laws and regulations (including State
Implementation Plans) that require compliance, obtaining permits and
reporting as to air emissions. See Management’s Financial
Discussion and Analysis of Results of Operations under the headings
entitled Environmental
Matters - Clean
Air Act Requirements and Estimated Air Quality
Environmental Investments.
|
·
|
Litigation
with the federal and/or certain state governments and certain special
interest groups regarding regulated air emissions and/or whether emissions
from coal-fired generating plants cause or contribute to global climate
changes. See Management’s Financial
Discussion and Analysis of Results of Operations under the heading
entitled Litigation
- Environmental
Litigation and Note 6 to the consolidated financial statements
entitled Commitments,
Guarantees and Contingencies, included in the 2008 Annual Reports,
for further information.
|
·
|
Rules
issued by the EPA and certain states that require substantial reductions
in SO2 and
NOx
emissions and future rules for mercury emission reductions, which have
compliance dates that take effect periodically through as late as 2018.
AEP is installing (and has installed) emission control technology and is
taking other measures to comply with required reductions. See Management’s Financial
Discussion and Analysis of Results of Operations under the headings
entitled Environmental
Matters - Clean Air Act Requirements and Estimated Air Quality
Environmental Investments included in the 2008 Annual Reports for
further information.
|
·
|
CERCLA,
which imposes costs for environmental remediation upon owners and previous
owners of sites, as well as transporters and generators of hazardous
material disposed of at such sites. See Note 6 to the
consolidated financial statements entitled Commitments, Guarantees and
Contingencies, included in the 2008 Annual Reports, under the
heading entitled The
Comprehensive Environmental Response Compensation and Liability Act
(Superfund) and State
Remediation for further information.
|
·
|
The
Federal Clean Water Act, which prohibits the discharge of pollutants into
waters of the United States except pursuant to appropriate
permits, and regulates systems that withdraw surface water for use in
our power plants. See Management’s Financial
Discussion and Analysis of Results of Operations, included in the
2008 Annual Reports, under the heading entitled Environmental Matters -
Clean Water Act
Regulations for additional
information.
|
·
|
Solid
and hazardous waste laws and regulations, which govern the management and
disposal of certain wastes, and other laws governing the use of ash
impoundments, including containment dams. The majority of solid waste
created from the combustion of coal and fossil fuels is fly ash and other
coal combustion byproducts, which the EPA has determined are not hazardous
waste subject to RCRA.
|
Historical
and Projected Environmental Investments
|
||||||
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
|
Actual
|
Actual
|
Actual
|
Estimate
|
Estimate
|
Estimate
|
|
(in
thousands)
|
||||||
Total
AEP System*
|
$1,366,200
|
$994,100
|
$886,800
|
$436,100
|
$581,900
|
$892,400
|
APCo
|
532,800
|
351,900
|
361,200
|
99,400
|
183,900
|
71,400
|
CSPCo
|
138,900
|
130,000
|
162,800
|
69,700
|
54,600
|
57,900
|
I&M
|
23,200
|
9,300
|
22,400
|
40,600
|
3,600
|
2,000
|
OPCo
|
660,800
|
481,700
|
311,800
|
179,800
|
49,200
|
116,400
|
PSO
|
500
|
1,500
|
5,000
|
1,000
|
22,200
|
265,100
|
SWEPCo
|
21,000
|
14,300
|
12,000
|
22,300
|
170,400
|
243,600
|
|
*
Includes expenditures of the subsidiaries shown and other subsidiaries not
shown. The figures reflect construction expenditures, not investments in
subsidiary companies. Excludes discontinued
operations.
|
Peak
Demand
(MW)
|
Member-Load
Ratio
(%)
|
|
APCo
|
7,848
|
33.2
|
CSPCo
|
4,406
|
18.6
|
I&M
|
4,264
|
18.0
|
KPCo
|
1,678
|
7.1
|
OPCo
|
5,458
|
23.1
|
2006
|
2007
|
2008
|
|
(in
thousands)
|
|||
APCo
|
$319,500
|
$454,800
|
$575,300
|
CSPCo
|
281,700
|
173,000
|
233,200
|
I&M
|
(146,100)
|
(93,200)
|
(153,000)
|
KPCo
|
38,800
|
41,200
|
65,000
|
OPCo
|
(493,900)
|
(575,800)
|
(720,500)
|
2006
|
2007
|
2008
|
|
(in
thousands)
|
|||
PSO
|
$(15,300)
|
$(17,500)
|
$(57,000)
|
SWEPCo
|
9,900
|
16,800
|
59,900
|
TCC
|
0
|
0
|
0
|
TNC
|
5,400
|
700
|
(2,900)
|
2006
|
2007
|
2008
|
|
Coal
and Lignite
|
85%
|
85%
|
86%
|
Natural
Gas
|
6%
|
6%
|
6%
|
Nuclear
|
9%
|
9%
|
8%
|
Hydroelectric
and other
|
<1%
|
<1%
|
<1%
|
2006
|
2007
|
2008
|
|
Total
coal delivered to AEP System plants (thousands of tons)
|
76,045
|
72,644
|
77,054
|
Average
price per ton of purchased coal
|
$35.27
|
$36.65
|
$47.14
|
·
|
Type
of decommissioning plan selected;
|
·
|
Escalation
of various cost elements (including, but not limited to, general inflation
and the cost of energy);
|
·
|
Further
development of regulatory requirements governing
decommissioning;
|
·
|
Technology
available at the time of decommissioning differing significantly from that
assumed in studies;
|
·
|
Availability
of nuclear waste disposal facilities;
and
|
·
|
Availability
of a DOE facility for permanent storage of spent nuclear
fuel.
|
2006
|
2007
|
2008
|
|
(in
thousands)
|
|||
APCo
|
$(16,000)
|
$(25,000)
|
$(29,000)
|
CSPCo
|
46,000
|
51,900
|
55,000
|
I&M
|
(37,000)
|
(34,600)
|
(37,000)
|
KPCo
|
(2,000)
|
(800)
|
(2,000)
|
OPCo
|
9,000
|
8,500
|
13,000
|
2006
|
2007
|
2008
|
|
(in
thousands)
|
|||
PSO
|
$1,800
|
$500
|
$8,200
|
SWEPCo
|
(1,900)
|
(500)
|
(8,200)
|
TCC
|
1,100
|
1,100
|
1,500
|
TNC
|
(1,000)
|
(1,100)
|
(1,500)
|
·
|
The
allocation of transmission costs and revenues
and
|
·
|
The
allocation of third-party transmission costs and revenues and System
dispatch costs.
|
Fuel
Clause Rates(1)
|
||||||||||
Off-System
Sales Profits
|
Percentage
of AEP System
|
|||||||||
Status
of Base Rates for
|
Shared
with
|
Retail
|
||||||||
Jurisdiction
|
Power
Supply
|
Energy
Delivery
|
Status
|
Ratepayers
|
Revenues(2)
|
|||||
Ohio
|
See
footnote 3
|
See
footnote 3
|
See
footnote 3
|
Not
applicable
|
32%
|
|||||
Oklahoma
|
Not
capped or frozen
|
Not
capped or frozen
|
Active
|
Yes
|
14%
|
|||||
Texas
ERCOT
|
Not
applicable (4)
|
Not
capped or frozen
|
Not
applicable
|
Not
applicable
|
8%
|
|||||
Texas
SPP
|
Not
capped or frozen (4)
|
Not
capped or frozen
|
Active
|
Yes
|
4%
|
|||||
West
Virginia
|
Not
capped or frozen
|
Not
capped or frozen
|
Active
|
Yes
|
10%
|
|||||
Indiana
|
Not
capped or frozen
|
Not
capped or frozen
|
Active
|
No
|
9%
|
|||||
Virginia
|
Not
capped or frozen (5)
|
Not
capped or frozen (5)
|
Active
|
Yes
|
9%
|
|||||
Louisiana
|
Not
capped or frozen
|
Not
capped or frozen
|
Active
|
Yes,
above base levels
|
4%
|
|||||
Kentucky
|
Not
capped or frozen
|
Not
capped or frozen
|
Active
|
Yes,
above and below base levels(6)
|
4%
|
|||||
Arkansas
|
Not
capped or frozen
|
Not
capped or frozen
|
Active
|
Yes,
above base levels
|
3%
|
|||||
Michigan
|
Not
capped or frozen
|
Not
capped or frozen
|
Active
|
Yes,
in some areas
|
2%
|
|||||
Tennessee
|
See
footnote 7
|
Not
capped or frozen
|
Active
|
Not
applicable
|
1%
|
|||||
(1)
|
Includes,
where applicable, fuel and fuel portion of purchased
power.
|
(2)
|
Represents
the percentage of revenues from sales to retail customers from AEP utility
companies operating in each state to the total AEP System revenues from
sales to retail customers for the year ended December 31,
2008.
|
(3)
|
The
PUCO approved rate stabilization plans (RSP) filed by CSPCo and OPCo that
began after the market development period and extended through December
31, 2008 during which OPCo’s retail generation rates increased 7% annually
and CSPCo’s retail generation rates increased 3%
annually. Distribution rates were frozen, with certain
exceptions, through December 31, 2008. Pursuant to the Ohio
Amendments, in July 2008, CSPCo and OPCo filed ESP with the PUCO to
establish rates for 2009 through 2011. CSPCo and OPCo have
requested retroactive application of the new rates, including the fuel
cost recovery mechanism, back to January 1, 2009 upon approval of the
ESP. In December 2008, the PUCO ordered that CSPCo and OPCo
continue using their current RSP rates until the PUCO issues a ruling on
the ESP or the end of the February 2009 billing cycle, whichever comes
first. In January 2009, CSPCo and OPCo filed an application
with the PUCO requesting the PUCO to authorize deferred fuel accounting
beginning January 1, 2009. See Note 4 to the consolidated
financial statements, entitled Rate
Matters.
|
(4)
|
TCC
and TNC are no longer in the retail generation supply
business. TCC and TNC provide only regulated delivery services
in ERCOT. SWEPCo is vertically integrated utility that provides
retail electric service in the SPP area of
Texas.
|
(5)
|
Rates
in Virginia were capped, subject to adjustment, through
2008. Beginning January 1, 2009, rates are neither capped nor
frozen.
|
(6)
|
If
the monthly off-system sales profits do not meet the monthly level built
into base rates, ratepayers reimburse KPCo for a portion of the
shortfall. If the monthly off-system sales profits exceed the
monthly base amount built into base rates, KPCo reimburses ratepayers for
a portion of the excess.
|
(7)
|
Prior
to January 1, 2009, base rates for power supply were not capped or
frozen. Effective January 1, 2009, base rates for power supply
will phase-in increases of $24 million, $3 million and $9 million for the
years beginning January 1, 2009, 2010 and 2011,
respectively. Any filing to increase the amount Kingsport pays
for the non-fuel component of its purchase power, other than as discussed
above, cannot be made prior to January 1,
2012.
|
|
·
|
gave
Texas customers the opportunity to choose their REP beginning January 1,
2002 (delayed until at least 2011 in the SPP portion of
Texas),
|
|
·
|
required
each utility to legally separate into a REP, a power generation company
and a transmission and distribution utility,
and
|
|
·
|
required
that REPs provide electricity at generally unregulated rates, except that
until January 1, 2007 the prices that could be charged to residential and
small commercial customers by REPs affiliated with a utility within the
affiliated utility’s service area were set by the PUCT, until certain
conditions in the Texas Act were
met.
|
·
|
major
facility or equipment failure;
|
·
|
an
environmental event such as a serious spill or
release;
|
·
|
fires,
floods, droughts, earthquakes, hurricanes or other natural
disasters;
|
·
|
wars,
terrorist acts or threats and other catastrophic
events;
|
·
|
significant
health impairments or disease events,
and;
|
·
|
other
serious operational problems.
|
·
|
the
potential harmful effects on the environment and human health resulting
from the operation of nuclear facilities and the storage, handling and
disposal of radioactive materials such as spent nuclear
fuel;
|
·
|
limitations
on the amounts and types of insurance commercially available to cover
losses that might arise in connection with our nuclear
operations;
|
·
|
uncertainties
with respect to contingencies and assessment amounts if insurance coverage
is inadequate (federal law requires owners of nuclear units to purchase
the maximum available amount of nuclear liability insurance and
potentially contribute to the losses of others);
and,
|
·
|
uncertainties
with respect to the technological and financial aspects of decommissioning
nuclear plants at the end of their licensed
lives.
|
·
|
weather
conditions;
|
·
|
seasonality;
|
·
|
power
usage;
|
·
|
illiquid
markets;
|
·
|
transmission
or transportation constraints or
inefficiencies;
|
·
|
availability
of competitively priced alternative energy
sources;
|
·
|
demand
for energy commodities;
|
·
|
natural
gas, crude oil and refined products, and coal production
levels;
|
·
|
natural
disasters, wars, embargoes and other catastrophic events;
and
|
·
|
federal,
state and foreign energy and environmental regulation and
legislation.
|
·
|
operator
error and breakdown or failure of equipment or
processes;
|
·
|
operating
limitations that may be imposed by environmental or other regulatory
requirements;
|
·
|
labor
disputes;
|
·
|
fuel
supply interruptions caused by transportation constraints, adverse
weather, non-performance by our suppliers and other factors;
and
|
·
|
catastrophic
events such as fires, earthquakes, explosions, hurricanes, terrorism,
floods or other similar
occurrences.
|
Company
|
Stations
|
Coal
MW
|
Natural
Gas
MW
|
Nuclear
MW
|
Lignite
MW
|
Hydro
MW
|
Oil
MW
|
Total
MW
|
|||||||||
AEGCo
|
2
|
(a)
|
1,310
|
1,146
|
2,456
|
||||||||||||
APCo
|
17
|
(b)(c)
|
5,093
|
516
|
681
|
6,290
|
|||||||||||
CSPCo
|
7
|
(d)
|
2,341
|
1,357
|
3
|
3,701
|
|||||||||||
I&M
|
9
|
(a)
|
2,305
|
2,191
|
15
|
4,511
|
|||||||||||
KPCo
|
1
|
1,060
|
1,060
|
||||||||||||||
OPCo
|
8
|
(b)(c)(e)
|
8,452
|
26
|
8,478
|
||||||||||||
PSO
|
8
|
(f)(g)
|
1,026
|
3,552
|
25
|
4,603
|
|||||||||||
SWEPCo
|
10
|
(h)
|
1,848
|
2,152
|
850
|
4,850
|
|||||||||||
TNC
|
6
|
(f)
(i)(j)
|
377
|
262
|
8
|
647
|
|||||||||||
System
Totals
|
62
|
23,812
|
8,985
|
2,191
|
850
|
722
|
36
|
36,596
|
|||||||||
Percentage
of System Totals
|
65.1
|
24.5
|
6.0
|
2.3
|
2.0
|
0.1
|
(a)
|
Unit
1 of the Rockport Plant is owned one-half by AEGCo and one-half by
I&M. Unit 2 of the Rockport Plant is leased one-half by AEGCo and
one-half by I&M. The leases terminate in 2022 unless
extended.
|
(b)
|
Unit
3 of the John E. Amos Plant is owned one-third by APCo and two-thirds by
OPCo.
|
(c)
|
APCo
owns Units 1 and 3 and OPCo owns Units 2, 4 and 5 of Philip Sporn Plant,
respectively.
|
(d)
|
CSPCo
owns generating units in common with Duke Ohio and DP&L. Its
percentage ownership interest is reflected in this
table.
|
(e)
|
The
scrubber facilities at the General James M. Gavin Plant are
leased. OPCo is permitted to terminate the lease as early as
2010.
|
(f)
|
As
of December 31, 2008, PSO and TNC, along with Oklahoma Municipal Power
Authority and The Public Utilities Board of the City of Brownsville,
Texas, jointly owned the Oklaunion power station. PSO and TNC’s ownership
interest is reflected in this portion of the table.
|
(g)
|
PSO
began commercial operation of Units 4 and 5, of 85 MW each (winter
rating), at its gas-fired Southwestern Plant in February 2008. Also,
commercial operation of PSO’s Units 3 and 4, of 85 MW each (winter
rating), at the gas-fired Riverside Plant began in April
2008.
|
(h)
|
SWEPCo
owns generating units in common with Cleco Corporation and other
unaffiliated parties. Only its ownership interest is reflected in this
table.
|
(i)
|
TNC
sold the four inactive plants of Fort Phantom, Lake Pauline, San Angelo,
and Rio Pecos to Eagle Construction and Environmental Services, LP for a
total of 667 MW (winter rating) in February 2008. A fifth inactive plant
owned by TNC, the Oak Creek Plant (85 MW, winter rating), was conveyed to
the City of Sweetwater under terms related to a settlement agreement
executed by the parties in 2005.
|
(j)
|
TNC’s
gas-fired and oil-fired generation has been
deactivated.
|
Cook
Plant
|
|||
Unit
1
|
Unit
2
|
||
Year
Placed in Operation
|
1975
|
1978
|
|
Year
of Expiration of NRC License
|
2034
|
2037
|
|
Nominal
Net Electrical Rating in Kilowatts
|
1,084,000
|
1,107,000
|
|
Net
Capacity Factors (a)
|
|
||
2008
|
59.2%(b)
|
96.6%
|
|
2007
|
97.4%
|
83.8%
|
|
2006
|
80.4%
|
86.5%
|
|
2005
|
88.8%
|
97.1%
|
(a)
|
Net
Capacity Factor values for Unit 1 in 2007 and 2008 reflect Nominal Net
Electrical Rating in Kilowatts of 1,084,000. The Net Capacity
Factor values for Unit 1 in 2005 and 2006 reflect the previous Nominal Net
Electrical Rating in Kilowatts of 1,036,000. The Net Electrical
Rating changed due to low pressure turbine
replacement.
|
(b)
|
Unit
1 Net Capacity Factor for 2008 was impacted by a forced outage caused by
low pressure turbine blade
failures.
|
Facility
|
Fuel
|
Location
|
Capacity
Total MW
|
Owner-ship
Interest
|
Status
|
Desert
Sky Wind Farm
|
Wind
|
Texas
|
161
|
100%
|
Exempt
Wholesale Generator(a)
|
Trent
Wind Farm
|
Wind
|
Texas
|
150
|
100%
|
Exempt
Wholesale Generator(a)
|
Total
|
311
|
Total
Overhead Circuit Miles of Transmission and Distribution
Lines
|
Circuit
Miles of
765kV
Lines
|
||||
AEP
System (a)
|
224,095
|
(b)
|
2,116
|
||
APCo
|
52,022
|
734
|
|||
CSPCo
(a)
|
15,519
|
—
|
|||
I&M
|
22,023
|
615
|
|||
Kingsport
Power Company
|
1,358
|
—
|
|||
KPCo
|
11,020
|
258
|
|||
OPCo
|
30,762
|
509
|
|||
PSO
|
21,193
|
—
|
|||
SWEPCo
|
21,453
|
—
|
|||
TCC
|
29,564
|
—
|
|||
TNC
|
17,476
|
—
|
|||
WPCo
|
1,705
|
—
|
(a)
|
Includes
766 miles of 345,000-volt jointly owned
lines.
|
(b)
|
Includes
73 miles of overhead transmission lines not identified with an operating
company.
|
With
input from its state utility commissions, the AEP System continuously
assesses the adequacy of its generation, transmission, distribution and
other facilities to plan and provide for the reliable supply of electric
power and energy to its customers. In this assessment process, assumptions
are continually being reviewed as new information becomes available, and
assessments and plans are modified, as appropriate. AEP
forecasts $2.6 billion of construction expenditures, excluding AFUDC, for
2009, which is a significant reduction from the original 2009 capital
forecast set in 2008. Estimated construction expenditures are
subject to periodic review and modification and may vary based on the
ongoing effects of regulatory constraints, environmental regulations,
business opportunities, market volatility, economic trends, and the
ability to access capital. Due to recent credit market
instability, we reviewed our projections for capital expenditures for 2009
and 2010. We identified reductions of approximately $750
million for 2009. We are evaluating possible additional
capital reductions for 2010.
|
2006
Actual
(b)
|
2007
Actual
(c)
|
2008
Actual
(d)
|
2009
Estimate
|
|||||
(in
thousands)
|
||||||||
Total
AEP System (a)
|
$3,551,000
|
$3,414,000
|
$3,981,200
|
$2,584,000
|
||||
APCo
|
922,700
|
715,700
|
755,800
|
367,500
|
||||
CSPCo
|
325,000
|
330,800
|
435,700
|
269,600
|
||||
I&M
|
306,900
|
282,400
|
372,400
|
361,600
|
||||
OPCo
|
978,600
|
806,000
|
675,200
|
439,400
|
||||
PSO
|
245,200
|
302,600
|
274,200
|
187,700
|
||||
SWEPCo
|
339,400
|
516,800
|
689,300
|
457,400
|
(a)
|
Includes
expenditures of other subsidiaries not shown. The figures reflect
construction expenditures, not investments in subsidiary
companies. Excludes discontinued
operations.
|
(b)
|
Excludes
Cash Flow Statement Adjustments (Statement of Cash Flow Including AFUDC
Debt Equals $3,528,000).
|
(c)
|
Excludes
$512 million for the purchase of Lawrenceburg, Dresden (AEGCo) and Darby
(CSPCo) and Cash Flow Statement Adjustments (Statement of Cash Flow
Including AFUDC Debt Equals
$3,556,000).
|
(d)
|
Excludes
Cash Flow Statement Adjustments (Statement of Cash Flow Including AFUDC
Debt Equals $3,799,600).
|
Name
|
Age
|
Office (a)
|
||
Michael
G. Morris
|
62
|
Chairman
of the Board, President and Chief Executive Officer
|
||
Nicholas
K. Akins
|
48
|
Executive
Vice President
|
||
Carl
L. English
|
62
|
Chief
Operating Officer
|
||
John
B. Keane
|
62
|
Executive
Vice President, General Counsel and Secretary
|
||
Holly
Keller Koeppel
|
50
|
Executive
Vice President and Chief Financial Officer
|
||
Venita
McCellon-Allen
|
49
|
Executive
Vice President
|
||
Richard
E. Munczinski
|
56
|
Senior
Vice President
|
||
Robert
P. Powers
|
54
|
President-AEP
Utilities
|
||
Brian
X. Tierney
|
41
|
Executive
Vice President
|
||
Susan
Tomasky
|
55
|
President
– AEP Transmission
|
(a)
|
Messrs.
Morris, Akins, Munczinski, Powers and Tierney and Ms. Koeppel and Ms.
Tomasky have been employed by AEPSC or System companies in various
capacities (AEP, as such, has no employees) for the past five
years. Messrs. Akins, Munczinski, Powers and
Tierney, Ms. Koeppel and Ms. Tomasky became executive officers of AEP
effective with their promotions on August 15, 2006, June 1, 2008, October
24, 2001, January 1, 2008, November 18, 2002 and January 26, 2000,
respectively. Mr. Keane became an executive officer of AEP in July
2004. Before joining AEPSC in July 2004, Mr. Keane was
President of Bainbridge Crossing Advisors. Mr. English became
an executive officer of AEP on August 1, 2004. Before joining
AEPSC in August 2004, Mr. English was President and Chief Executive
Officer of Consumers Energy gas division. Ms. McCellon-Allen became
an executive officer of AEP in July 2008. From August 2006 to
June 2008, Ms. McCellon-Allen was President and Chief Operating Officer of
SWEPCO. Before joining AEPSC in 2004, Ms. McCellon-Allen was
SVP-Human Resources for Baylor Heath Care Systems. All of the
above officers are appointed annually for a one-year term by the board of
directors of AEP.
|
Name
|
Age
|
Position
|
Period
|
|||
Michael
G. Morris (a)(b)
|
62
|
Chairman
of the Board, President, Chief Executive Officer and Director of
AEP
|
2004-Present
|
|||
Chairman
of the Board, Chief Executive Officer and Director of APCo, OPCo, PSO and
SWEPCo
|
2004-Present
|
|||||
Nicholas
K. Akins (a)
|
48
|
Executive
Vice President of AEP
|
2006-Present
|
|||
Vice
President and Director of APCo, OPCo, PSO
|
2006-Present
|
|||||
and
SWEPCo
|
||||||
President
and Chief Operating Officer of SWEPCo
|
2004-2006
|
|||||
Carl
L. English (a)
|
62
|
Chief
Operating Officer
|
2008-Present
|
|||
President-AEP
Utilities of AEP
|
2004-2007
|
|||||
Director
and Vice President of APCo, OPCo, PSO and SWEPCo
|
2004-Present
|
|||||
President
and Chief Executive Officer of Consumers Energy gas
division
|
1999-2004
|
|||||
John
B. Keane (c)
|
62
|
Executive
Vice President, General Counsel and Secretary of AEP
|
2004-Present
|
|||
Director
of APCo, OPCo , PSO and SWEPCo
|
2004-Present
|
|||||
President
of Bainbridge Crossing Advisors
|
2003-2004
|
|||||
Holly
Keller Koeppel (a)(d)
|
50
|
Executive
Vice President and Chief Financial Officer of AEP
|
2006-Present
|
|||
Executive
Vice President-AEP Utilities-East of AEPSC
|
2004-2006
|
|||||
Vice
President of APCo and OPCo
|
2003-Present
|
|||||
Director
of APCo and OPCo
|
2004-Present
|
|||||
Chief
Financial Officer of APCo, OPCo, PSO and SWEPCo
|
2006-Present
|
|||||
Vice
President and Director of PSO and SWEPCo
|
2006-Present
|
|||||
Executive
Vice President-Commercial Operations of AEPSC
|
2002-2004
|
|||||
Venita
McCellon-Allen
|
49
|
Executive
Vice President
|
2008-Present
|
|||
Director
and Vice President of PSO and SWEPCo
|
2008-Present
|
|||||
President
and Chief Operating Officer of SWEPCo
|
2006-2008
|
|||||
Director
and Senior Vice President-Shared Services of AEPSC
|
2004-2006
|
|||||
Director
of APCo, I&M, OPCo and SWEPCo
|
2004-2006
|
|||||
Senior
Vice President-Human Resources for Baylor Health Care
Systems
|
2000-2004
|
|||||
Richard
E. Munczinski (c)
|
56
|
Senior
Vice President-Shared Services
|
2008-Present
|
|||
Senior
Vice President-Corporate Planning & Budgeting of AEPSC
|
1998-2008
|
|||||
Robert
P. Powers (a)
|
54
|
President-AEP
Utilities of AEP
|
2008-Present
|
|||
Executive
Vice President of AEP
|
2004-2007
|
|||||
Director
and Vice President of APCo and OPCo
|
2001-Present
|
|||||
Director
and Vice President of PSO and SWEPCo
|
2008-Present
|
|||||
Brian
X. Tierney (a)
|
41
|
Executive
Vice President
|
2008-Present
|
|||
Director
and Vice President of APCo and OPCo
|
2008-Present
|
|||||
Senior
Vice President—Commercial Operations of AEPSC
|
2005-2007
|
|||||
Senior
Vice President— Energy Marketing of AEPSC
|
2003-2005
|
|||||
Susan
Tomasky (a)
|
55
|
President-AEP
Transmission
|
2008-Present
|
|||
Executive
Vice President of AEP
|
2004-Present
|
|||||
Chief
Financial Officer of AEP
|
2001-2006
|
|||||
Vice
President and Director of APCo, OPCo, PSO and SWEPCo
|
2000-Present
|
(a)
|
Messrs.
Morris, Akins, English, Powers and Tierney and Ms. Koeppel and Ms.
Tomasky are directors of CSPCo and I&M.
|
(b)
|
Mr.
Morris is a director of Alcoa, Inc. and The Hartford Financial Services
Group, Inc.
|
(c)
|
Mr.
Keane and Mr. Munczinski are directors of CSPCo.
|
(d)
|
Ms.
Koeppel is a director of Reynolds American
Inc.
|
Name
|
Age
|
Position
|
Period
|
|||
Dana
E. Waldo
|
57
|
President
and Chief Operating Officer of APCo
|
2004-Present
|
|||
President
and Chief Executive Officer of West Virginia Roundtable
|
1999-2004
|
Name
|
Age
|
Position
|
Period
|
|||
Joseph
Hamrock
|
45
|
President
and Chief Operating Officer of CSPCo and OPCo
|
2008-Present
|
|||
Senior
Vice President and Chief Information Officer of AEPSC
|
2003-2007
|
Name
|
Age
|
Position
|
Period
|
||||
Stuart
Solomon
|
47
|
President
and Chief Operating Officer of PSO
|
2004-Present
|
||||
Vice
President-Public Policy & Regulatory Services of AEPSC
|
2001-2004
|
Name
|
Age
|
Position
|
Period
|
||||
Paul
Chodak, III
|
45
|
President
and Chief Operating Officer of SWEPCo
|
2008-Present
|
||||
Director-New
Generation of AEPSC
|
2007-2008
|
||||||
Director-Environmental
Programs of AEPSC
|
2004-2007
|
||||||
Director-Environmental
Programs of AEPSC
|
2004-2007
|
Period
|
Total
Number
of
Shares
Purchased
|
Average
Price
Paid
per
Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Maximum
Number
(or
Approximate Dollar Value) of Shares that May Yet Be
Purchased
Under the Plans or Programs
|
|||||||||
10/01/08
– 10/31/08
|
-
|
$
|
-
|
-
|
$
|
-
|
|||||||
11/01/08
– 11/30/08
|
-
|
-
|
-
|
-
|
|||||||||
12/01/08
– 12/31/08
|
-
|
-
|
-
|
-
|
|||||||||
Total
|
-
|
$
|
-
|
-
|
$
|
-
|
Plan Category
|
Number
of securities to be issued upon exercise of outstanding options warrants
and rights
(a)
|
Weighted
average exercise price of outstanding options, warrants and
rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
|||
Equity
compensation plans approved by security holders(1)
|
1,128,219
|
$32.73
|
14,817,545
|
|||
Equity
compensation plans not approved by security holders
|
0
|
0
|
0
|
|||
Total
|
1,128,219
|
$32.73
|
14,817,545
|
(1)
|
Consists
of shares to be issued upon exercise of outstanding options granted under
the Amended and Restated American Electric Power System Long-Term
Incentive Plan.
|
2008
|
2007
|
||
Audit
Fees (1)
|
$11,762,000
|
$11,747,000
|
|
Audit-Related
Fees (2)
|
1,184,000
|
1,456,000
|
|
Tax
Fees (3)
|
697,000
|
1,820,000
|
|
TOTAL
|
$13,643,000
|
$15,023,000
|
(1)
|
Audit
fees in 2007 and 2008 consisted primarily of fees related to the audit of
the Company’s annual consolidated financial statements, including each
registrant subsidiary. Audit fees also included auditing
procedures performed in accordance with Sarbanes-Oxley Act Section 404 and
the related Public Company Accounting Oversight Board Auditing Standard
Number 5 regarding the Company’s internal control over financial
reporting. This category also includes work generally only the
independent registered public accounting firm can reasonably be expected
to provide.
|
(2)
|
Audit
related fees consisted principally of regulatory, statutory, employee
benefit plan audits, and audit-related work in connection with
acquisitions, dispositions, and new ventures.
|
(3)
|
Tax
fees consisted principally of tax compliance services. Tax
compliance services are services rendered based upon facts already in
existence or transactions that have already occurred to document, compute,
and obtain government approval for amounts to be included in tax
filings. The decrease from 2007 relates primarily to additional
work performed in 2007 to assist the Company in connection with an
approved change in accounting method from the Internal Revenue
Service.
|
CSPCo
|
I&M
|
|||
2008
|
2007
|
2008
|
2007
|
|
Audit
Fees
|
$1,092,225
|
$1,333,878
|
$1,681,029
|
$1,653,620
|
Audit-Related
Fees
|
109,947
|
51,072
|
169,218
|
67,010
|
Tax
Fees
|
64,724
|
58,621
|
99,616
|
67,071
|
TOTAL
|
$1,266,896
|
$1,443,571
|
$1,949,863
|
$1,787,701
|
The
following documents are filed as a part of this
report:
|
1. Financial
Statements:
|
The
following financial statements have been incorporated herein by reference
pursuant to Item 8.
|
AEP
and Subsidiary Companies:
|
Reports
of Independent Registered Public Accounting Firm; Management’s Report on
Internal Control over Financial Reporting; Consolidated Statements of
Operations for the years ended December 31, 2008, 2007 and 2006;
Consolidated Balance Sheets as of December 31, 2008 and 2007; Consolidated
Statements of Cash Flows for the years ended December 31, 2008, 2007 and
2006; Consolidated Statements of Changes in Common Shareholders’ Equity
and Comprehensive Income (Loss) for the years ended December 31, 2008,
2007 and 2006; Notes to Consolidated Financial
Statements.
|
APCo,
CSPCo, I&M, OPCo and SWEPCo:
|
Consolidated
Statements of Income (or Statements of Operations) for the years ended
December 31, 2008, 2007 and 2006; Consolidated Statements of Changes in
Common Shareholder’s Equity and Comprehensive Income (Loss) for the years
ended December 31, 2008, 2007 and 2006; Consolidated Balance Sheets as of
December 31, 2008 and 2007; Consolidated Statements of Cash Flows for the
years ended December 31, 2008, 2007 and 2006; Notes to Financial
Statements of Registrant Subsidiaries; Report of Independent Registered
Public Accounting Firm.
|
PSO:
|
Statements
of Income (or Statements of Operations) for the years ended December 31,
2008, 2007 and 2006; Statements of Changes in Common Shareholder’s Equity
and Comprehensive Income (Loss) for the years ended December 31, 2008,
2007 and 2006; Balance Sheets as of December 31, 2008 and 2007; Statements
of Cash Flows for the years ended December 31, 2008, 2007 and 2006; Notes
to Financial Statements of Registrant Subsidiaries; Report of Independent
Registered Public Accounting Firm.
|
2. Financial
Statement Schedules:
|
Financial
Statement Schedules are listed in the Index to Financial Statement
Schedules (Certain schedules have been omitted because the required
information is contained in the notes to financial statements or because
such schedules are not required or are not applicable). Report of
Independent Registered Public Accounting Firm
|
3. Exhibits:
|
Exhibits
for AEP, APCo, CSPCo, I&M, OPCo, PSO and SWEPCo are listed in the
Exhibit Index beginning on page E-1 and are incorporated herein by
reference
|
American
Electric Power Company, Inc.
|
||
By:
|
/s/ Holly
Keller Koeppel
|
|
(Holly
Keller Koeppel, Executive Vice President
|
||
and
Chief Financial Officer)
|
Signature
|
Title
|
Date
|
|||
(i) Principal
Executive Officer:
|
|||||
/s/ Michael
G. Morris
|
Chairman
of the Board, President,
|
February
27, 2009
|
|||
(Michael
G. Morris)
|
Chief
Executive Officer
|
||||
And
Director
|
|||||
(ii) Principal
Financial Officer:
|
|||||
/s/ Holly
Keller Koeppel
|
Executive
Vice President and
|
February
27, 2009
|
|||
(Holly
Keller Koeppel)
|
Chief
Financial Officer
|
||||
(iii) Principal
Accounting Officer:
|
|||||
/s/ Joseph
M. Buonaiuto
|
Senior
Vice President, Controller and
|
February
27, 2009
|
|||
(Joseph
M. Buonaiuto)
|
Chief
Accounting Officer
|
||||
(iv) A
Majority of the Directors:
|
|||||
*E.
R. Brooks
|
|||||
*Donald
M. Carlton
|
|||||
*Ralph
D. Crosby, Jr.
|
|||||
*Linda
A. Goodspeed
|
|||||
*Thomas
E. Hoaglin
|
|||||
*Lester
A. Hudson, Jr.
|
|||||
*Sara
Martinez Tucker
|
|||||
*Lionel
L. Nowell, III
|
|||||
*Richard
L. Sandor
|
|||||
*Kathryn
D. Sullivan
|
|||||
*John
F. Turner
|
|||||
*By:
|
/s/ Holly
Keller Koeppel
|
February
27, 2009
|
|||
(Holly
Keller Koeppel, Attorney-in-Fact)
|
Public
Service Company of Oklahoma
|
|
Southwestern
Electric Power Company
|
|
By:
|
/s/ Holly
Keller Koeppel
|
|
(Holly
Keller Koeppel, Vice President
and
Chief Financial Officer)
|
Signature
|
Title
|
Date
|
|||
(i) Principal
Executive Officer:
|
|||||
/s/ Michael
G. Morris
|
Chairman
of the Board,
|
February
27, 2009
|
|||
(Michael
G. Morris)
|
Chief
Executive Officer and Director
|
||||
(ii) Principal
Financial Officer:
|
|||||
/s/ Holly
Keller Koeppel
|
Vice
President,
|
February
27, 2009
|
|||
(Holly
Keller Koeppel)
|
Chief
Financial Officer and Director
|
||||
(iii) Principal
Accounting Officer:
|
|||||
/s/ Joseph
M. Buonaiuto
|
Controller
and
|
February
27, 2009
|
|||
(Joseph
M. Buonaiuto)
|
Chief
Accounting Officer
|
||||
(iv) A
Majority of the Directors:
|
|||||
*Nicholas
K. Akins
|
|||||
*Carl
L. English
|
|||||
*John
B. Keane
|
|||||
*Venita
McCellon-Allen
|
|||||
*Richard
E. Munczinski
|
|||||
*Robert
P. Powers
|
|||||
*Susan
Tomasky
|
|||||
*Dennis
E. Welch
|
|||||
*By:
|
/s/ Holly
Keller Koeppel
|
February
27, 2009
|
|||
(Holly
Keller Koeppel, Attorney-in-Fact)
|
Appalachian
Power Company
|
|
Columbus
Southern Power Company
|
|
Ohio
Power Company
|
By:
|
/s/ Holly
Keller Koeppel
|
|
(Holly
Keller Koeppel, Vice President
and
Chief Financial Officer)
|
Signature
|
Title
|
Date
|
|||
(i) Principal
Executive Officer:
|
|||||
/s/ Michael
G. Morris
|
Chairman
of the Board,
|
February
27, 2009
|
|||
(Michael
G. Morris)
|
Chief
Executive Officer and Director
|
||||
(ii) Principal
Financial Officer:
|
|||||
/s/ Holly
Keller Koeppel
|
Vice
President,
|
February
27, 2009
|
|||
(Holly
Keller Koeppel)
|
Chief
Financial Officer and Director
|
||||
(iii) Principal
Accounting Officer:
|
|||||
/s/ Joseph
M. Buonaiuto
|
Controller
and
|
February
27, 2009
|
|||
(Joseph
M. Buonaiuto)
|
Chief
Accounting Officer
|
||||
(iv) A
Majority of the Directors:
|
|||||
*Nicholas
K. Akins
|
|||||
*Carl
L. English
|
|||||
*John
B. Keane
|
|||||
*Richard
E. Munczinski
|
|||||
*Robert
P. Powers
|
|||||
*Brian
X. Tierney
|
|||||
*Susan
Tomasky
|
|||||
*Dennis
E. Welch
|
|||||
*By:
|
/s/ Holly
Keller Koeppel
|
February
27, 2009
|
|||
(Holly
Keller Koeppel, Attorney-in-Fact)
|
Indiana
Michigan Power Company
|
By:
|
/s/ Holly
Keller Koeppel
|
|
(Holly Keller Koeppel Vice
President
and
Chief Financial Officer)
|
Signature
|
Title
|
Date
|
|||
(i) Principal
Executive Officer:
|
|||||
/s/ Michael
G. Morris
|
Chairman
of the Board,
|
February
27, 2009
|
|||
(Michael
G. Morris)
|
Chief
Executive Officer and Director
|
||||
(ii) Principal
Financial Officer:
|
|||||
/s/ Holly
Keller Koeppel
|
Vice
President,
|
February
27, 2009
|
|||
(Holly
Keller Koeppel)
|
Chief
Financial Officer and Director
|
||||
(iii) Principal
Accounting Officer:
|
|||||
/s/ Joseph
M. Buonaiuto
|
Controller
and
|
February
27, 2009
|
|||
(Joseph
M. Buonaiuto)
|
Chief
Accounting Officer
|
||||
(iv) A
Majority of the Directors:
|
|||||
*Nicholas
K. Akins
|
|||||
*Kent
D. Curry
|
|||||
*J.
Edward Ehler
|
|||||
*Carl
L. English
|
|||||
*Allen
R. Glassburn
|
|||||
*Joann
M. Grevenow
|
|||||
*Patrick
C. Hale
|
|||||
*Marc
E. Lewis
|
|||||
*Helen
J. Murray
|
|||||
*Robert
P. Powers
|
|||||
*Susanne
M. Moorman Rowe
|
|||||
Brian
X. Tierney
|
|||||
*Susan
Tomasky
|
|||||
*By:
|
/s/ Holly
Keller Koeppel
|
February
27, 2009
|
|||
(Holly
Keller Koeppel, Attorney-in-Fact)
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
The
following financial statement schedules are included in this report on the
pages indicated:
|
AMERICAN
ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
Schedule
II — Valuation and Qualifying Accounts and Reserves
|
APPALACHIAN
POWER COMPANY AND SUBSIDIARIES
Schedule
II — Valuation and Qualifying Accounts and Reserves
|
COLUMBUS
SOUTHERN POWER COMPANY AND SUBSIDIARIES
Schedule
II — Valuation and Qualifying Accounts and Reserves
|
INDIANA
MICHIGAN POWER COMPANY AND SUBSIDIARIES
Schedule
II — Valuation and Qualifying Accounts and Reserves
|
OHIO
POWER COMPANY CONSOLIDATED
Schedule
II — Valuation and Qualifying Accounts and Reserves
|
PUBLIC
SERVICE COMPANY OF OKLAHOMA
Schedule
II — Valuation and Qualifying Accounts and Reserves
|
SOUTHWESTERN
ELECTRIC POWER COMPANY CONSOLIDATED
Schedule
II — Valuation and Qualifying Accounts and
Reserves
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
|||||||||||||||
Additions
|
|||||||||||||||||||
Description
|
Balance
at Beginning of Period
|
Charged
to Costs and Expenses
|
Charged
to Other
Accounts
(a)
|
Deductions
(b)
|
Balance
at
End
of
Period
|
||||||||||||||
(in
thousands)
|
|||||||||||||||||||
Deducted
from Assets:
|
|||||||||||||||||||
Accumulated
Provision for
|
|||||||||||||||||||
Uncollectible
Accounts:
|
|||||||||||||||||||
Year
Ended December 31, 2008
|
$
|
52,046
|
$
|
27,598
|
$
|
365
|
$
|
37,621
|
$
|
42,388
|
|||||||||
Year
Ended December 31, 2007
|
29,828
|
46,234
|
1,311
|
25,327
|
52,046
|
||||||||||||||
Year
Ended December 31, 2006
|
30,553
|
29,831
|
1,001
|
31,557
|
29,828
|
||||||||||||||
(a)
Recoveries on accounts previously written off.
|
|||||||||||||||||||
(b)
Uncollectible accounts written off.
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
|||||||||||||||
Additions
|
|||||||||||||||||||
Description
|
Balance
at Beginning of Period
|
Charged
to Costs and Expenses
|
Charged
to Other
Accounts
(a)
|
Deductions
(b)
|
Balance
at
End
of
Period
|
||||||||||||||
(in
thousands)
|
|||||||||||||||||||
Deducted
from Assets:
|
|||||||||||||||||||
Accumulated
Provision for
|
|||||||||||||||||||
Uncollectible
Accounts:
|
|||||||||||||||||||
Year
Ended December 31, 2008
|
$
|
13,948
|
$
|
3,477
|
$
|
289
|
$
|
11,538
|
$
|
6,176
|
|||||||||
Year
Ended December 31, 2007
|
4,334
|
12,501
|
1,205
|
4,092
|
13,948
|
||||||||||||||
Year
Ended December 31, 2006
|
1,805
|
4,012
|
999
|
2,482
|
4,334
|
||||||||||||||
(a)
Recoveries on accounts previously written off.
|
|||||||||||||||||||
(b)
Uncollectible accounts written off.
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
|||||||||||||||
Additions
|
|||||||||||||||||||
Description
|
Balance
at Beginning of Period
|
Charged
to Costs and Expenses
|
Charged
to Other
Accounts
(a)
|
Deductions
(b)
|
Balance
at
End
of
Period
|
||||||||||||||
(in
thousands)
|
|||||||||||||||||||
Deducted
from Assets:
|
|||||||||||||||||||
Accumulated
Provision for
|
|||||||||||||||||||
Uncollectible
Accounts:
|
|||||||||||||||||||
Year
Ended December 31, 2008
|
$
|
2,563
|
$
|
332
|
$
|
-
|
$
|
-
|
$
|
2,895
|
|||||||||
Year
Ended December 31, 2007
|
546
|
2,017
|
-
|
-
|
2,563
|
||||||||||||||
Year
Ended December 31, 2006
|
1,082
|
189
|
-
|
725
|
546
|
||||||||||||||
(a)
Recoveries on accounts previously written off.
|
|||||||||||||||||||
(b)
Uncollectible accounts written off.
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
|||||||||||||||
Additions
|
|||||||||||||||||||
Description
|
Balance
at Beginning of Period
|
Charged
to Costs and Expenses
|
Charged
to Other
Accounts
(a)
|
Deductions
(b)
|
Balance
at
End
of
Period
|
||||||||||||||
(in
thousands)
|
|||||||||||||||||||
Deducted
from Assets:
|
|||||||||||||||||||
Accumulated
Provision for
|
|||||||||||||||||||
Uncollectible
Accounts:
|
|||||||||||||||||||
Year
Ended December 31, 2008
|
$
|
2,711
|
$
|
599
|
$
|
-
|
$
|
-
|
$
|
3,310
|
|||||||||
Year
Ended December 31, 2007
|
601
|
2,137
|
-
|
27
|
2,711
|
||||||||||||||
Year
Ended December 31, 2006
|
898
|
208
|
-
|
505
|
601
|
||||||||||||||
(a)
Recoveries on accounts previously written off.
|
|||||||||||||||||||
(b)
Uncollectible accounts written off.
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
|||||||||||||||
Additions
|
|||||||||||||||||||
Description
|
Balance
at Beginning of Period
|
Charged
to Costs and Expenses
|
Charged
to Other
Accounts
(a)
|
Deductions
(b)
|
Balance
at
End
of
Period
|
||||||||||||||
(in
thousands)
|
|||||||||||||||||||
Deducted
from Assets:
|
|||||||||||||||||||
Accumulated
Provision for
|
|||||||||||||||||||
Uncollectible
Accounts:
|
|||||||||||||||||||
Year
Ended December 31, 2008
|
$
|
3,396
|
$
|
191
|
$
|
-
|
$
|
1
|
$
|
3,586
|
|||||||||
Year
Ended December 31, 2007
|
824
|
2,666
|
-
|
94
|
3,396
|
||||||||||||||
Year
Ended December 31, 2006
|
1,517
|
243
|
-
|
936
|
824
|
||||||||||||||
(a)
Recoveries on accounts previously written off.
|
|||||||||||||||||||
(b)
Uncollectible accounts written off.
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
||||||||||||||
Additions
|
||||||||||||||||||
Description
|
Balance
at Beginning of Period
|
Charged
to Costs and Expenses
|
Charged
to Other
Accounts
(a)
|
Deductions
(b)
|
Balance
at
End
of
Period
|
|||||||||||||
(in
thousands)
|
||||||||||||||||||
Deducted
from Assets:
|
||||||||||||||||||
Accumulated
Provision for
|
||||||||||||||||||
Uncollectible
Accounts:
|
||||||||||||||||||
Year
Ended December 31, 2008
|
$
|
-
|
$
|
20
|
$
|
-
|
$
|
-
|
$
|
20
|
||||||||
Year
Ended December 31, 2007
|
5
|
-
|
-
|
5
|
-
|
|||||||||||||
Year
Ended December 31, 2006
|
240
|
(81
|
)
(c)
|
-
|
154
|
5
|
||||||||||||
(a) Recoveries
on accounts previously written off.
|
||||||||||||||||||
(b) Uncollectible
accounts written off.
|
||||||||||||||||||
(c) Includes
a credit of $81 thousand from a true-up adjustment as a result of changes
to the System Integration Agreement and the CSW Operating
Agreement.
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
||||||||||||||
Additions
|
||||||||||||||||||
Description
|
Balance
at Beginning of Period
|
Charged
to Costs and Expenses
|
Charged
to Other
Accounts
(a)
|
Deductions
(b)
|
Balance
at
End
of
Period
|
|||||||||||||
(in
thousands)
|
||||||||||||||||||
Deducted
from Assets:
|
||||||||||||||||||
Accumulated
Provision for
|
||||||||||||||||||
Uncollectible
Accounts:
|
||||||||||||||||||
Year
Ended December 31, 2008
|
$
|
143
|
$
|
-
|
$
|
-
|
$
|
8
|
$
|
135
|
||||||||
Year
Ended December 31, 2007
|
130
|
23
|
-
|
10
|
143
|
|||||||||||||
Year
Ended December 31, 2006
|
548
|
(37
|
)
(c)
|
-
|
381
|
130
|
||||||||||||
(a) Recoveries
on accounts previously written off.
|
||||||||||||||||||
(b) Uncollectible
accounts written off.
|
||||||||||||||||||
(c) Includes
a credit of $95 thousand from a true-up adjustment as a result of changes
to the System Integration Agreement and the CSW Operating
Agreement.
|
Exhibit
Designation
|
Nature of Exhibit
|
Previously Filed as Exhibit
to:
|
||
REGISTRANT:AEP‡File
No. 1-3525
|
||||
3(a)
|
Composite
of the Restated Certificate of Incorporation of AEP, dated January 13,
1999.
|
1998
Form 10-K, Ex 3(c)
|
||
3(b)
|
Composite
By-Laws of AEP, as amended as of December 12, 2007.
|
2007
Form 10-K, Ex 3(b)
|
||
4(a)
|
Indenture
(for unsecured debt securities), dated as of May 1, 2001, between AEP and
The Bank of New York, as Trustee.
|
Registration
Statement No. 333-86050, Ex 4(a)(b)(c)
Registration
Statement No. 333-105532, Ex 4(d)(e)(f)
|
||
4(b)
|
Purchase
Agreement dated as of March 8, 2005, between AEP and Merrill Lynch
International.
|
Form
10-Q, Ex 4(a), March 31, 2005
|
||
4(c)
|
Junior
Subordinated Indenture dated as of March 1, 2008 between AEP and The Bank
of New York as Trustee.
|
Registration
Statement 333-156387, Ex 4(c)(d)
|
||
4(d)
|
Second
Amended and Restated $1.5 Billion Credit Agreement, dated as of March 31,
2008, among AEP, the banks, financial institutions and other institutional
lenders listed on the signature pages thereof, and JP Morgan Chase Bank,
N.A., as Administrative Agent.
|
Form
10-Q, Ex. 10(a) September 30, 2008
|
||
4(e)
|
Second
Amended and Restated $1.5 Billion Credit Agreement, dated as of March 31,
2008, among AEP, the banks, financial institutions and other institutional
lenders listed on the signature pages thereof, and Barclays Bank plc as
Administrative Agent.
|
Form
10-Q, Ex. 10(b) September 30, 2008
|
||
4(f)
|
$650
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(c) September 30, 2008
|
||
4(g)
|
Amendment,
dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(d) September 30, 2008
|
||
4(h)
|
$350
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10 (e) September 30, 2008
|
||
4(i)
|
Amendment,
dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10 (f) September 30, 2008
|
||
10(a)
|
Interconnection
Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, OPCo and I&M
and with AEPSC, as amended.
|
Registration
Statement No. 2-52910, Ex 5(a)
Registration
Statement No. 2-61009, Ex 5(b)
1990
Form 10-K, Ex 10(a)(3)
|
||
10(b)
|
Restated
and Amended Operating Agreement, among PSO, SWEPCo and AEPSC, Issued on
February 10, 2006, Effective May 1, 2006.
|
Form
10-Q, Ex 10(b), March 31, 2006
|
||
10(c)
|
Transmission
Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo and
with AEPSC as agent, as amended.
|
1985
Form 10-K, Ex 10(b)
1988
Form 10-K, Ex 10(b)(2)
|
||
10(d)
|
Transmission
Coordination Agreement, dated October 29, 1998, among PSO, TCC, TNC,
SWEPCo and AEPSC.
|
2002
Form 10-K, Ex 10(d)
|
||
10(e)(1)
|
Amended
and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,
CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(e)(1)
|
||
10(e)(2)
|
PJM
West Reliability Assurance Agreement among Load Serving Entities in the
PJM West service area.
|
2004
Form 10-K, Ex 10(e)(2)
|
||
10(e)(3)
|
Master
Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,
I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(e)(3)
|
||
10(f)
|
Lease
Agreements, dated as of December 1, 1989, between AEGCo or I&M and
Wilmington Trust Company, as amended.
|
Registration
Statement No. 33-32752, Ex 28(c)(1-6)(C)
Registration
Statement No. 33-32753, Ex 28(a)(1-6)(C)
AEGCo
1993 Form 10-K, Ex 10(c)(1-6)(B)
I&M
1993 Form 10-K, Ex 10(e)(1-6)(B)
|
||
10(g)
|
Lease
Agreement dated January 20, 1995 between OPCo and JMG Funding, Limited
Partnership, and amendment thereto (confidential treatment
requested).
|
OPCo
1994 Form 10-K, Ex 10(l)(2)
|
||
10(h)
|
Modification
No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,
among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.
|
1996
Form 10-K, Ex 10(l)
|
||
10(i)
|
Consent
Decree with U.S. District Court.
|
Form
8-K, Ex 10.1 dated October 9, 2007
|
||
†10(j)
|
AEP
Accident Coverage Insurance Plan for Directors.
|
1985
Form 10-K, Ex 10(g)
|
||
†10(k)(1)
|
AEP
Retainer Deferral Plan for Non-Employee Directors, effective January 1,
2005, as amended February 9, 2007.
|
2007
Form 10-K, Ex 10(j)(i)
|
||
†10(k)(2)
|
AEP
Stock Unit Accumulation Plan for Non-Employee Directors, as
amended.
|
2003
Form 10-K, Ex 10(k)(2)
|
||
†10(k)(2)(A)
|
First
Amendment to AEP Stock Unit Accumulation Plan for Non-Employee Directors
dated as of February 9, 2007.
|
2006
Form 10-K, Ex 10(j)(2)(A)
|
||
*†10(l)(1)(A)
|
AEP
System Excess Benefit Plan, Amended and Restated as of January 1,
2008.
|
|||
†10(l)(1)(B)
|
Guaranty
by AEP of AEPSC Excess Benefits Plan.
|
1990
Form 10-K, Ex 10(h)(1)(B)
|
||
*†10(l)(2)
|
AEP
System Supplemental Retirement Savings Plan, Amended and Restated as of
January 1, 2008 (Non-Qualified).
|
|||
†10(l)(3)
|
AEPSC
Umbrella Trust for Executives.
|
1993
Form 10-K, Ex 10(g)(3)
|
||
*†10(l)(3)(A)
|
First
Amendment to AEPSC Umbrella Trust for Executives.
|
|||
†10(m)(1)
|
Employment
Agreement between AEP, AEPSC and Michael G. Morris dated December 15,
2003.
|
2003
Form 10-K, Ex 10(m)(1)
|
||
*†10(m)(1)(A)
|
Amendment
to Employment Agreement between AEP, AEPSC and Michael G. Morris dated
December 9, 2008.
|
|||
†10(m)(2)
|
Memorandum
of agreement between Susan Tomasky and AEPSC dated January 3,
2001.
|
2000
Form 10-K, Ex 10(s)
|
||
†10(m)(3)
|
Letter
Agreement dated June 23, 2000 between AEPSC and Holly K.
Koeppel.
|
2002
Form 10-K, Ex 10(m)(3)(A)
|
||
†10(m)(4)
|
Employment
Agreement dated July 29, 1998 between AEPSC and Robert P.
Powers.
|
2002
Form 10-K, Ex 10(m)(4)
|
||
*†10(m)(4)(A)
|
Amendment
to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.
Powers.
|
|||
†10(m)(5)
|
Letter
Agreement dated June 9, 2004 between AEPSC and Carl
English.
|
Form
10-Q, Ex 10(b), September 30, 2004
|
||
†10(m)(6)
|
Letter
Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.
Keane.
|
2006
Form 10-K, Ex 10(l)(6)
|
||
†10(n)
|
AEP
System Senior Officer Annual Incentive Compensation Plan, amended and
restated effective December 13, 2006.
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
||
†10(o)(1)
|
AEP
System Survivor Benefit Plan, effective January 27, 1998.
|
Form
10-Q, Ex 10, September 30, 1998
|
||
†10(o)(1)(A)
|
First
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 31, 2000.
|
2002
Form 10-K, Ex 10(o)(2)
|
||
*†10(o)(1)(B)
|
Second
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 1, 2008.
|
|||
*†10(p)
|
AEP
System Incentive Compensation Deferral Plan Amended and Restated as of
January 1, 2008.
|
|||
†10(q)
|
AEP
System Nuclear Performance Long Term Incentive Compensation Plan dated
August 1, 1998.
|
2002
Form 10-K, Ex 10(r)
|
||
*†10(r)
|
Nuclear
Key Contributor Retention Plan Amended and Restated as of January 1,
2008.
|
|||
††10(s)
|
AEP
Change In Control Agreement, effective January 1, 2008.
|
2007
Form 10-K, Ex 10(s)
|
||
†10(t)(1)
|
Amended
and Restated AEP System Long-Term Incentive Plan.
|
Form
8-K, Item 1.01, dated April 26, 2005
|
||
†10(t)(1)(A)
|
First
Amendment to Amended and Restated AEP System Long-Term Incentive
Plan.
|
2007
Form 10-K, Ex 10(t)(1)(A)
|
||
†10(t)(2)
|
Form
of Performance Share Award Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
Form
10-Q, Ex 10(c), September 30, 2004
|
||
†10(t)(3)
|
Form
of Restricted Stock Unit Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
Form
10-Q, Ex 10(a), March 31, 2005
|
||
*†10(t)(3)(A)
|
Amendment
to Form of Restricted Stock Unit Agreement furnished to participants of
the AEP System Long-Term Incentive Plan, as amended.
|
|||
*†10(u)
|
AEP
System Stock Ownership Requirement Plan Amended and Restated Effective
January 1, 2008.
|
|||
*†10(v)
|
Central
and South West System Special Executive Retirement Plan Amended and
Restated effective January 1, 2009.
|
|||
*12
|
Statement
re: Computation of Ratios.
|
|||
*13
|
Copy
of those portions of the AEP 2008 Annual Report (for the fiscal year ended
December 31, 2008) which are incorporated by reference in this
filing.
|
|||
*21
|
List
of subsidiaries of AEP.
|
|||
*23
|
Consent
of Deloitte & Touche LLP.
|
|||
*24
|
Power
of Attorney.
|
|||
*31(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*31(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*32(a)
|
Certification
of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
*32(b)
|
Certification
of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
REGISTRANT:
APCo‡ File No. 1-3457
|
||||
3(a)
|
Composite
of the Restated Articles of Incorporation of APCo, amended as of March 7,
1997.
|
1996
Form 10-K, Ex 3(d)
|
||
3(b)
|
Composite
By-Laws of APCo, amended as of February 26, 2008.
|
2007
Form 10-K, Ex 3(b)
|
||
4(a)
|
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, Ex 4(a)(b)
Registration
Statement No. 333-49071, Ex 4(b)
Registration
Statement No. 333-84061, Ex 4(b)(c)
Registration
Statement No. 333-100451, Ex 4(b)(c)(d)
Registration
Statement No. 333-116284, Ex 4(b)(c)
Registration
Statement No. 333-123348, Ex 4(b)(c)
Registration
Statement No. 333-136432, Ex 4(b)(c)(d)
|
||
4(b)
|
Company
Order and Officer’s Certificate to The Bank of New York, dated August 17,
2007 establishing terms of 5.65% Senior Notes Series O due 2012
and 6.70% Senior Notes Series P due 2037.
|
Form
8-K, Ex 4(a) dated August 17, 2007
|
||
4(c)
|
Company
Order and Officer’s Certificate to The Bank of New York, dated March 25,
2008 establishing terms of 7.00% Senior Notes Series Q due
2038.
|
Form
8-K, Ex 4(a) dated March 25, 2008
|
||
4(d)
|
$650
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(c) September 30, 2008
|
||
4(e)
|
Amendment,
dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(d) September 30, 2008
|
||
4(f)
|
$350
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(e) September 30, 2008
|
||
4(g)
|
Amendment,
dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(f) September 30, 2008
|
||
10(a)(1)
|
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, Ex 5(a)
Registration
Statement No. 2-63234, Ex 5(a)(1)(B) Registration Statement No 2-66301, Ex
5(a)(1)(C) Registration Statement No. 2-67728, Ex 5(a)(1)(D)
1989
Form 10-K, Ex 10(a)(1)(F)
1992
Form 10-K, Ex 10(a)(1)(B)
|
||
10(a)(2)
|
Inter-Company
Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring
Companies, as amended March 13, 2006.
|
2005
Form 10-K, Ex 10(a)(2)
|
||
10(a)(3)
|
Power
Agreement, dated July 10, 1953, between OVEC and Indiana-Kentucky Electric
Corporation, as amended.
|
Registration
Statement No. 2-60015, Ex 5(e)
|
||
10(b)
|
Interconnection
Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, OPCo and I&M
and with AEPSC, as amended.
|
Registration
Statement No. 2-52910, Ex 5(a)
Registration
Statement No. 2-61009, Ex 5(b)
AEP
1990 Form 10-K, Ex 10(a)(3), File No. 1-3525
|
||
10(c)
|
Transmission
Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo and
with AEPSC as agent, as amended.
|
AEP
1985 Form 10-K, Ex 10(b)
AEP
1988 Form 10-K, Ex 10(b)(2)
|
||
10(d)(1)
|
Amended
and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,
CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(d)(1)
|
||
10(d)(2)
|
PJM
West Reliability Assurance Agreement among Load Serving Entities in the
PJM West service area.
|
2004
Form 10-K, Ex 10(d)(2)
|
||
10(d)(3)
|
Master
Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,
I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(d)(3)
|
||
10(e)
|
Modification
No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,
among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.
|
AEP
1996 Form 10-K, Ex 10(l), File No. 1-3525
|
||
10(f)
|
Consent
Decree with U.S. District Court.
|
Form
8-K, Ex 10.1 dated October 9, 2007
|
||
†10(g)
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
|||
*†10(h)(1)
|
AEP
System Excess Benefit Plan, Amended and Restated as of January 1,
2008.
|
|||
*†10(h)(2)
|
AEP
System Supplemental Retirement Savings Plan, Amended and Restated as of
January 1, 2008 (Non-Qualified).
|
|||
†10(h)(3)
|
AEPSC
Umbrella Trust for Executives.
|
AEP
1993 Form 10-K, Ex 10(g)(3), File No. 1-3525
|
||
*†10(h)(3)(A)
|
First
Amendment to AEPSC Umbrella Trust for Executives.
|
|||
†10(i)
|
Employment
Agreement between AEP, AEPSC and Michael G. Morris dated December 15,
2003.
|
2003
Form 10-K, Ex 10(m)(1)
|
||
*†10(i)(A)
|
Amendment
to Employment Agreement between AEP, AEPSC and Michael G. Morris dated
December 9, 2008.
|
|||
†10(i)(2)
|
Memorandum
of Agreement between Susan Tomasky and AEPSC dated January 3,
2001.
|
AEP
2000 Form 10-K, Ex 10(s), File No. 1-3525
|
||
†10(i)(3)
|
Letter
Agreement dated June 23, 2000 between AEPSC and Holly K.
Koeppel.
|
2002
Form 10-K, Ex 10(m)(3)(A)
|
||
†10(i)(4)
|
Employment
Agreement dated July 29, 1998 between AEPSC and Robert P.
Powers.
|
2002
Form 10-K, Ex 10(m)(4)
|
||
*†10(i)(4)(A)
|
Amendment
to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.
Powers.
|
|||
†10(i)(5)
|
Letter
Agreement dated June 9, 2004 between AEPSC and Carl
English.
|
AEP
Form 10-Q, Ex 10(b), September 30, 2004
|
||
†10(i)(6)
|
Letter
Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.
Keane.
|
2006
Form 10-K, Ex 10(h)(5)
|
||
†10(j)
|
AEP
System Senior Officer Annual Incentive Compensation Plan, amended and
restated effective December 13, 2006.
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
||
†10(k)(1)
|
AEP
System Survivor Benefit Plan, effective January 27, 1998.
|
Form
10-Q, Ex 10, September 30, 1998
|
||
†10(k)(1)(A)
|
First
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 31, 2000.
|
2002
Form 10-K, Ex 10(o)(2)
|
||
*†10(k)(1)(B)
|
Second
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 1, 2008.
|
|||
†10(l)
|
AEP
Change In Control Agreement, effective January 1, 2008.
|
2007
Form 10-K, Ex 10(k)
|
||
†10(m)(1)
|
Amended
and Restated AEP System Long-Term Incentive Plan.
|
Form
8-K, Ex 10.1, dated April 26, 2005
|
||
10(m)(1)(A)
|
First
Amendment to Amended and Restated AEP System Long-Term Incentive
Plan.
|
2007
Form 10-K, Ex 10(l)(1)(A)
|
||
†10(m)(2)
|
Form
of Performance Share Award Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
AEP
Form 10-Q, Ex 10(c), dated November 5, 2004
|
||
†10(m)(3)
|
Form
of Restricted Stock Unit Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
AEP
Form 10-Q, Ex 10(a), March 31, 2005
|
||
*†10(m)(3)(A)
|
Amendment
to Form of Restricted Stock Unit Agreement furnished to participants of
the AEP System Long-Term Incentive Plan, as amended.
|
|||
†10(m)(4)
|
AEP
System Stock Ownership Requirement Plan Amended and Restated Effective
January 1, 2008.
|
|||
*†10(n)
|
Central
and South West System Special Executive Retirement Plan Amended and
Restated effective January 1, 2009.
|
|||
*†10(o)
|
AEP
System Incentive Compensation Deferral Plan Amended and Restated as of
January 1, 2008.
|
|||
†10(p)
|
AEP
System Nuclear Performance Long Term Incentive Compensation Plan dated
August 1, 1998.
|
2002
Form 10-K, Ex 10(r)
|
||
*†10(q)
|
Nuclear
Key Contributor Retention Plan Amended and Restated as of January 1,
2008.
|
|||
*12
|
Statement
re: Computation of Ratios.
|
|||
*13
|
Copy
of those portions of the APCo 2008 Annual Report (for the fiscal year
ended December 31, 2008) which are incorporated by reference in this
filing.
|
|||
21
|
List
of subsidiaries of APCo.
|
AEP
2006 Form 10-K, Ex 21, File No. 1-3525
|
||
*23
|
Consent
of Deloitte & Touche LLP.
|
|||
*24
|
Power
of Attorney.
|
|||
*31(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*31(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*32(a)
|
Certification
of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
*32(b)
|
Certification
of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
REGISTRANT:
CSPCo‡ File No. 1-2680
|
||||
3(a)
|
Composite
of Amended Articles of Incorporation of CSPCo, dated May 19,
1994.
|
AEP
1994 Form 10-K, Ex 3(c)
|
||
3(b)
|
Amended
Code of Regulations of CSPCo.
|
Form
10-Q, Ex 3(b) June 30, 2008
|
||
4(a)
|
Indenture
(for unsecured debt securities), dated as of September 1, 1997, between
CSPCo and Bankers Trust Company, as Trustee.
|
Registration
Statement No. 333-54025, Ex 4(a)(b)(c)(d)
Registration
Statement No. 333-128174, Ex 4(b)(c)(d)
Registration
Statement No. 333-150603. Ex 4(b)
|
||
4(b)
|
Indenture
(for unsecured debt securities), dated as of February 1, 2003, between
CSPCo and Bank One, N.A., as Trustee.
|
Registration
Statement No. 333-128174, Ex 4(e)(f)(g)
|
||
4(c)
|
Company
Order and Officer’s Certificate to Deutsche Bank Trust Company Americas,
dated October 14, 2005, establishing terms of 5.85% senior Notes, Series
F, due 2035.
|
Form
8-K, Ex 4(a), dated October 14, 2005
|
||
4(d)
|
Company
Order and Officer’s Certificate to Deutsche Bank Trust Company Americas,
dated May 16, 2008, establishing terms of 6.05% Senior Notes, Series G,
due 2018.
|
Form
8-K, Ex 4(a), dated May 16, 2008
|
||
4(e)
|
$650
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(c) September 30, 2008
|
||
4(f)
|
Amendment,
dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(d) September 30, 2008
|
||
4(g)
|
$350
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(e) September 30, 2008
|
||
4(h)
|
Amendment,
dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(f) September 30, 2008
|
||
10(a)(1)
|
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, Ex 5(a)
Registration
Statement No. 2-63234, Ex 5(a)(1)(B)
Registration
Statement No. 2-66301, Ex 5(a)(1)(C)
Registration
Statement No. 2-67728, Ex 5(a)(1)(B)
APCo
1989 Form 10-K, Ex 10(a)(1)(F), File No. 1-3457
APCo
1992 Form 10-K, Ex 10(a)(1)(B), File No.1-3457
|
||
10(a)(2)
|
Inter-Company
Power Agreement, dated July 10, 1953, among OVEC and the Sponsoring
Companies, as amended March 13, 2006.
|
2005
Form 10-K, Ex 10(a)(2)
|
||
10(a)(3)
|
Power
Agreement, dated July 10, 1953, between OVEC and Indiana-Kentucky Electric
Corporation, as amended.
|
Registration
Statement No. 2-60015, Ex 5(e)
|
||
10(b)(1)
|
Interconnection
Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, OPCo and I&M
and AEPSC, as amended.
|
Registration
Statement No. 2-52910, Ex 5(a)
Registration
Statement No. 2-61009, Ex 5(b)
1990
Form 10-K, Ex 10(a)(3), File No. 1-3525
|
||
10(b)(2)
|
Unit
Power Agreement, dated March 15, 2007 between AEGCo and
CSPCo.
|
2007
Form 10-K, Ex 10(b)(2)
|
||
10(c)
|
Transmission
Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo,
and with AEPSC as agent, as amended.
|
AEP
1985 Form 10-K, Ex 10(b), File No. 1-3525
AEP
1988 Form 10-K, Ex 10(b)(2) File No. 1-3525
|
||
10(d)(1)
|
Amended
and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,
CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(d)(1)
|
||
10(d)(2)
|
PJM
West Reliability Assurance Agreement among Load Serving Entities in the
PJM West service area.
|
2004
Form 10-K, Ex 10(d)(2)
|
||
10(d)(3)
|
Master
Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,
I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(d)(3)
|
||
10(e)
|
Modification
No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,
among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.
|
AEP
1996 Form 10-K, Ex 10(l), File No. 1-3525
|
||
10(f)
|
Consent
Decree with U.S. District Court.
|
Form
8-K, Ex 10.1 dated October 9, 2007
|
||
*12
|
Statement
re: Computation of Ratios.
|
|||
*13
|
Copy
of those portions of the CSPCo 2008 Annual Report (for the fiscal year
ended December 31, 2008) which are incorporated by reference in this
filing.
|
|||
21
|
List
of subsidiaries of CSPCo.
|
AEP
2006 Form 10-K, Ex 21, File No. 1-3525
|
||
*23
|
Consent
of Deloitte & Touche LLP.
|
|||
*24
|
Power
of Attorney.
|
|||
*31(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*31(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*32(a)
|
Certification
of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
*32(b)
|
Certification
of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
REGISTRANT:
I&M‡ File No. 1-3570
|
||||
3(a)
|
Composite
of the Amended Articles of Acceptance of I&M, dated of March 7,
1997.
|
1996
Form 10-K, Ex 3(c)
|
||
3(b)
|
Composite
By-Laws of I&M, amended as of February 26, 2008.
|
2007
Form 10-K, Ex 3(b)
|
||
4(a)
|
Indenture
(for unsecured debt securities), dated as of October 1, 1998, between
I&M and The Bank of New York, as Trustee.
|
Registration
Statement No. 333-88523, Ex 4(a)(b)(c)
Registration
Statement No. 333-58656, Ex 4(b)(c)
Registration
Statement No. 333-108975, Ex 4(b)(c)(d)
Registration
Statement No. 333-136538, Ex 4(b)(c)
Registration
Statement No. 333-156182, Ex 4(b)
|
||
4(b)
|
Company
Order and Officer’s Certificate to The Bank of New York, dated November
14, 2006, establishing terms of 6.05% Senior Notes, Series H, due
2037.
|
Form
8-K, Ex 4(a), dated November 14, 2006
|
||
4(c)
|
Company
Order and Officer’s Certificate to The Bank of New York, dated January 15,
2009 establishing terms of 7.00% Senior Notes, Series I due
2019.
|
Form
8-K, Ex 4(a) dated January 15, 2009
|
||
4(d)
|
$650
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(c) September 30, 2008
|
||
4(e)
|
Amendment,
dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(d) September 30, 2008
|
||
4(f)
|
$350
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(e) September 30, 2008
|
||
4(g)
|
Amendment,
dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(f) September 30, 2008
|
||
10(a)(1)
|
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, Ex 5(a)
Registration
Statement No. 2-63234, Ex 5(a)(1)(B)
Registration
Statement No. 2-66301, Ex 5(a)(1)(C)
Registration
Statement No. 2-67728, Ex 5(a)(1)(D)
APCo
1989 Form 10-K, Ex 10(a)(1)(F), File No. 1-3457
APCo
1992 Form 10-K, Ex 10(a)(1)(B), File No. 1-3457
|
||
10(a)(2)
|
Inter-Company
Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring
Companies, as amended, March 13, 2006.
|
2005
Form 10-K, Ex 10(a)(2)
|
||
10(a)(3)
|
Power
Agreement, dated July 10, 1953, between OVEC and Indiana-Kentucky Electric
Corporation, as amended.
|
Registration
Statement No. 2-60015, Ex 5(e)
|
||
10(a)(4)
|
Inter-Company
Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring
Companies, as amended.
|
Registration
Statement No. 2-60015, Ex 5(c)
Registration
Statement No. 2-67728, Ex 5(a)(3)(B)
APCo
1992 Form 10-K, Ex 10(a)(2)(B), File No. 1-3457
|
||
10(b)(1)
|
Interconnection
Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, I&M, and OPCo
and with AEPSC, as amended.
|
Registration
Statement No. 2-52910, Ex 5(a)
Registration
Statement No. 2-61009, Ex 5(b)
AEP
1990 Form 10-K, Ex 10(a)(3), File No. 1-3525
|
||
10(b)(2)
|
Unit
Power Agreement dated as of March 31, 1982 between AEGCo and I&M, as
amended.
|
Registration
Statement No. 33-32752, Ex 28(b)(1)(A)(B)
|
||
10(c)
|
Transmission
Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo and
with AEPSC as agent, as amended.
|
AEP
1985 Form 10-KEx 10(b), File No. 1-3525
AEP
1988 Form 10-K, File No. 1-3525, Ex 10(b)(2)
|
||
10(d)(1)
|
Amended
and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,
CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(d)(1)
|
||
10(d)(2)
|
PJM
West Reliability Assurance Agreement among Load Serving Entities in the
PJM West service area.
|
2004
Form 10-K, Ex 10(d)(2)
|
||
10(d)(3)
|
Master
Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,
I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(d)(3)
|
||
10(e)
|
Modification
No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,
among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.
|
AEP
1996 Form 10-K, Ex 10(l), File No. 1-3525
|
||
10(f)
|
Consent
Decree with U.S. District Court.
|
Form
8-K, Ex 10.1 dated October 9, 2007
|
||
10(g)
|
Lease
Agreements, dated as of December 1, 1989, between I&M and Wilmington
Trust Company, as amended.
|
Registration
Statement No. 33-32753, Ex 28(a)(1-6)(C)
1993
Form 10-K, Ex 10(e)(1-6)(B)
|
||
*12
|
Statement
re: Computation of Ratios.
|
|||
*13
|
Copy
of those portions of the I&M 2008 Annual Report (for the fiscal year
ended December 31, 2008) which are incorporated by reference in this
filing.
|
|||
21
|
List
of subsidiaries of I&M.
|
AEP
2006 Form 10-K, Ex 21, File No. 1-3525
|
||
*23
|
Consent
of Deloitte & Touche LLP.
|
|||
*24
|
Power
of Attorney.
|
|||
*31(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*31(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*32(a)
|
Certification
of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
*32(b)
|
Certification
of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
REGISTRANT:
OPCo‡ File No.1-6543
|
||||
3(a)
|
Composite
of the Amended Articles of Incorporation of OPCo, dated June 3,
2002.
|
Form
10-Q, Ex 3(e), June 30, 2002
|
||
3(b)
|
Amended
Code of Regulations of OPCo.
|
Form
10-Q, Ex 3(b), June 30, 2008
|
||
4(a)
|
Indenture
(for unsecured debt securities), dated as of September 1, 1997, between
OPCo and Bankers Trust Company (now Deutsche Bank Trust Company Americas),
as Trustee.
|
Registration
Statement No. 333-49595, Ex 4(a)(b)(c)
Registration
Statement No. 333-106242, Ex 4(b)(c)(d)
Registration
Statement No. 333-75783, Ex 4(b)(c)
Registration
Statement No. 333-127913, Ex 4(b)(c)
Registration
Statement No. 333-139802, Ex 4(a)(b)(c)
|
||
4(b)
|
Company
Order and Officer’s Certificate to Deutsche Bank Trust Company Americas,
dated April 5, 2007, establishing terms of Floating Rate Notes, Series
B.
|
Form
8-K, Ex 4(a) dated April 5, 2007
|
||
4(c)
|
Company
Order and Officer’s Certificate to Deutsche Bank Trust Company Americas,
dated September 9, 2008, establishing terms of 5.75% Senior Notes, Series
L due 2013.
|
Form
8-K, Ex 4(a) dated September 9, 2008
|
||
4(d)
|
Indenture
(for unsecured debt securities), dated as of February 1, 2003, between
OPCo and Bank One, N.A., as Trustee.
|
Registration
Statement No. 333-127913, Ex 4(d)(e)(f)
|
||
4(e)
|
$650
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(c) September 30, 2008
|
||
4(f)
|
Amendment,
dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(d) September 30, 2008
|
||
4(g)
|
$350
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(e) September 30, 2008
|
||
4(h)
|
Amendment,
dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(f) September 30, 2008
|
||
10(a)(1)
|
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, Ex 5(a)
Registration
Statement No. 2-63234, Ex 5(a)(1)(B)
Registration
Statement No. 2-66301, Ex 5(a)(1)(C)
Registration
Statement No. 2-67728, Ex 5(a)(1)(D)
APCo
1989 Form 10-K, Ex 10(a)(1)(F), File No. 1-3457
APCo
1992 Form 10-K, Ex 10(a)(1)(B), File No. 1-3457
|
||
10(a)(2)
|
Inter-Company
Power Agreement, dated July 10, 1953, among OVEC and the Sponsoring
Companies, as amended, March 13, 2006.
|
2005
Form 10-K, Ex 10(a)(2)
|
||
10(a)(3)
|
Power
Agreement, dated July 10, 1953, between OVEC and Indiana-Kentucky Electric
Corporation, as amended.
|
Registration
Statement No. 2-60015, Ex 5(e)
|
||
10(b)
|
Interconnection
Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, I&M and OPCo
and with AEPSC, as amended.
|
Registration
Statement No. 2-52910, Ex 5(a)
Registration
Statement No. 2-61009, Ex 5(b)
AEP
1990 Form 10-K, Ex 10(a)(3), File 1-3525
|
||
10(c)
|
Transmission
Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo and
with AEPSC as agent.
|
AEP
1985 Form 10-K, Ex 10(b), File No. 1-3525
AEP
1988 Form 10-K, Ex 10(b)(2), File No. 1-3525
|
||
10(d)(1)
|
Amended
and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,
CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(d)(1)
|
||
10(d)(2)
|
PJM
West Reliability Assurance Agreement among Load Serving Entities in the
PJM West service area.
|
2004
Form 10-K, Ex 10(d)(2)
|
||
10(d)(3)
|
Master
Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,
I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power
Company.
|
2004
Form 10-K, Ex 10(d)(3)
|
||
10(e)
|
Modification
No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,
among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.
|
AEP
1996 Form 10-K, Ex 10(l), File No. 1-3525
|
||
10(f)
|
Consent
Decree with U.S. District Court.
|
Form
8-K, Item Ex 10.1 dated October 9, 2007
|
||
10(g)(1)
|
Amendment
No. 1, dated October 1, 1973, to Station Agreement dated January 1, 1968,
among OPCo, Buckeye and Cardinal Operating Company, and amendments
thereto.
|
1993
Form 10-K, Ex 10(f)
2003
Form 10-K, Ex 10(e)
|
||
10(g)(2)
|
Amendment
No. 9, dated July 1, 2003, to Station Agreement dated January 1, 1968,
among OPCo, Buckeye and Cardinal Operating Company, and amendments
thereto.
|
Form
10-Q, Ex 10(a), September 30, 2004
|
||
10(h)
|
Lease
Agreement dated January 20, 1995 between OPCo and JMG Funding, Limited
Partnership, and amendment thereto (confidential treatment
requested).
|
1994
Form 10-K, Ex 10(l)(2)
|
||
†10(i)
|
AEP
System Senior Officer Annual Incentive Compensation Plan amended and
restated effective December 13, 2006.
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
||
*†10(j)(1)
|
AEP
System Excess Benefit Plan, Amended and Restated as of January 1,
2008.
|
|||
*†10(j)(2)
|
AEP
System Supplemental Retirement Savings Plan, Amended and Restated as of
January 1, 2008. (Non-Qualified).
|
|||
†10(j)(3)
|
AEPSC
Umbrella Trust for Executives.
|
AEP
1993 Form 10-K, Ex 10(g)(3), File No. 1-3525
|
||
*†10(j)(3)(A)
|
First
Amendment to AEPSC Umbrella Trust for Executives.
|
|||
†10(k)(1)
|
Employment
Agreement between AEP, AEPSC and Michael G. Morris dated December 15,
2003.
|
2003
Form 10-K, Ex 10(m)(1)
|
||
*†10(k)(1)(A)
|
Amendment
to Employment Agreement between AEP, AEPSC and Michael G. Morris dated
December 9, 2008.
|
|||
†10(k)(2)
|
Memorandum
of agreement between Susan Tomasky and AEPSC dated January 3,
2001.
|
AEP
2000 Form 10-K, Ex 10(s), File No. 1-3525
|
||
†10(k)(3)
|
Letter
Agreement dated June 23, 2000 between AEPSC and Holly K.
Koeppel.
|
2002
Form 10-K, Ex 10(m)(3)(A)
|
||
†10(k)(4)
|
Employment
Agreement dated July 29, 1998 between AEPSC and Robert P.
Powers.
|
2002
Form 10-K, Ex 10(m)(4)
|
||
*†10(k)(4)(A)
|
Amendment
to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.
Powers.
|
|||
†10(k)(5)
|
Letter
Agreement dated June 9, 2004 between AEPSC and Carl
English.
|
AEP
Form 10-Q, Ex 10(b), September 30, 2004, File No.
1-3525
|
||
†10(k)(6)
|
Letter
Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.
Keane.
|
2006
Form 10-K, Ex 10(j)(5)
|
||
†10(l)
|
AEP
System Senior Officer Annual Incentive Compensation Plan, amended and
restated effective December 13, 2006.
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
||
†10(m)(1)
|
AEP
System Survivor Benefit Plan, effective January 27, 1998.
|
Form
10-Q, Ex 10, September 30, 1998
|
||
†10(m)(1)(A)
|
First
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 31, 2000.
|
2002
Form 10-K, Ex 10(o)(2)
|
||
*†10(m)(1)(B)
|
Second
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 1, 2008.
|
|||
†10(n)
|
AEP
Change In Control Agreement, effective January 1, 2008.
|
2007
Form 10-K, Ex 10(m)
|
||
†10(o)(1)
|
Amended
and Restated AEP System Long-Term Incentive Plan.
|
Form
8-K, Ex 10.1, dated April 26, 2005
|
||
10(o)(1)(A)
|
First
Amendment to Amended and Restated AEP System Long-Term Incentive
Plan.
|
2007
Form 10-K, Ex 10(n)(1)(A)
|
||
†10(p)
|
Form
of Performance Share Award Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
AEP
Form 10-Q, Ex 10(c), dated November 5, 2004,
File
No. 1-3525
|
||
†10(q)(1)
|
Form
of Restricted Stock Unit Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
Form
10-Q, Ex 10(a), March 31, 2005
|
||
*†10(q)(1)(A)
|
Amendment
to Form of Restricted Stock Unit Agreement furnished to participants of
the AEP System Long-Term Incentive Plan, as amended.
|
|||
*†10(r)
|
AEP
System Stock Ownership Requirement Plan Amended and Restated Effective
January 1, 2008.
|
|||
*†10(s)
|
Central
and South West System Special Executive Retirement Plan Amended and
Restated effective January 1, 2009.
|
|||
*†10(t)
|
AEP
System Incentive Compensation Deferral Plan Amended and Restated as of
January 1, 2008.
|
|||
†10(u)
|
AEP
System Nuclear Performance Long Term Incentive Compensation Plan dated
August 1, 1998.
|
2002
Form 10-K, Ex 10(r)
|
||
*†10(v)
|
Nuclear
Key Contributor Retention Plan Amended and Restated as of January 1,
2008.
|
|||
*12
|
Statement
re: Computation of Ratios.
|
|||
*13
|
Copy
of those portions of the OPCo 2008 Annual Report (for the fiscal year
ended December 31, 2008) which are incorporated by reference in this
filing.
|
|||
21
|
List
of subsidiaries of OPCo.
|
AEP
2006 Form 10-K, Ex 21, File No. 1-3525
|
||
*23
|
Consent
of Deloitte & Touche LLP.
|
|||
*24
|
Power
of Attorney.
|
|||
*31(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*31(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*32(a)
|
Certification
of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
*32(b)
|
Certification
of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
REGISTRANT:
PSO‡ File No. 0-343
|
||||
3(a)
|
Certificate
of Amendment to Restated Certificate of Incorporation of
PSO.
|
Form
10-Q, Ex 3(a), June 30, 2008
|
||
3(b)
|
Composite
By-Laws of PSO amended as of February 26, 2008.
|
2007
Form 10-k, Ex 3 (b)
|
||
4(a)
|
Indenture
(for unsecured debt securities), dated as of November 1, 2000, between PSO
and The Bank of New York, as Trustee.
|
Registration
Statement No. 333-100623, Ex 4(a)(b)
Registration
Statement No. 333-114665, Ex 4(b)(c)
Registration
Statement No. 333-133548, Ex 4(b)(c)
Registration
Statement No. 333-156319, Ex 4(b)(c)
|
||
4(b)
|
Sixth
Supplemental Indenture, dated as of August 10, 2006 between PSO and The
Bank of New York, as Trustee, establishing terms of the 6.15% Senior
Notes, Series F, due 2016.
|
Form
8-K, Ex 4(a), dated August 11, 2006
|
||
4(c)
|
Seventh
Supplemental Indenture, dated as of November 14, 2007 between PSO and The
Bank of New York, as Trustee, establishing terms of the 6.625% Senior
Notes, Series G, due 2037.
|
Form
8-K, Ex 4(a), dated November 14, 2007
|
||
4(d)
|
$650
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(c) September 30, 2008
|
||
4(e)
|
Amendment,
dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(d) September 30, 2008
|
||
4(f)
|
$350
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(e) September 30, 2008
|
||
4(g)
|
Amendment,
dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(f) September 30, 2008
|
||
10(a)
|
Restated
and Amended Operating Agreement, among PSO, SWEPCo and AEPSC, Issued on
February 10, 2006, Effective May 1, 2006.
|
Form
10-Q, Ex 10(a), March 31, 2006
|
||
10(b)
|
Transmission
Coordination Agreement, dated October 29, 1998, among PSO, TCC, TNC,
SWEPCo and AEPSC.
|
2002
Form 10-K, Ex 10(b)
|
||
†10(c)
|
AEP
System Senior Officer Annual Incentive Compensation Plan amended and
restated effective December 13, 2006.
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
||
*†10(d)(1)
|
AEP
System Excess Benefit Plan, Amended and Restated as of January 1,
2008.
|
|||
*†10(d)(2)
|
AEP
System Supplemental Retirement Savings Plan, Amended and Restated as of
January 1, 2008 (Non-Qualified).
|
|||
†10(d)(3)
|
AEPSC
Umbrella Trust for Executives.
|
AEP
1993 Form 10-K, Ex 10(g)(3), File No. 1-3525
|
||
*†10(d)(3)(A)
|
First
Amendment to AEPSC Umbrella Trust for Executives.
|
|||
†10(e)
|
Employment
Agreement between AEP, AEPSC and Michael G. Morris dated December 15,
2003.
|
2003
Form 10-K, Ex 10(m)(1)
|
||
*†10(e)(A)
|
Amendment
to Employment Agreement between AEP, AEPSC and Michael G. Morris dated
December 9, 2008.
|
|||
†10(e)(2)
|
Memorandum
of Agreement between Susan Tomasky and AEPSC dated January 3,
2001.
|
AEP
2000 Form 10-K, Ex 10(s), File No. 1-3525
|
||
†10(e)(3)
|
Letter
Agreement dated June 23, 2000 between AEPSC and Holly K.
Koeppel.
|
2002
Form 10-K, Ex 10(m)(3)(A)
|
||
†10(e)(4)
|
Employment
Agreement dated July 29, 1998 between AEPSC and Robert P.
Powers.
|
2002
Form 10-K, Ex 10(m)(4)
|
||
*†10(e)(4)(A)
|
Amendment
to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.
Powers.
|
|||
†10(e)(5)
|
Letter
Agreement dated June 9, 2004 between AEPSC and Carl
English.
|
AEP
Form 10-Q, Ex 10(b), September 30, 2004
|
||
†10(e)(6)
|
Letter
Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.
Keane.
|
2006
Form 10-K, Ex 10(h)(5)
|
||
†10(f)
|
AEP
System Senior Officer Annual Incentive Compensation Plan, amended and
restated effective December 13, 2006.
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
||
†10(g)(1)
|
AEP
System Survivor Benefit Plan, effective January 27, 1998.
|
Form
10-Q, Ex 10, September 30, 1998
|
||
†10(g)(1)(A)
|
First
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 31, 2000.
|
2002
Form 10-K, Ex 10(o)(2)
|
||
*†10(g)(1)(B)
|
Second
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 1, 2008.
|
|||
†10(h)
|
AEP
Change In Control Agreement, effective January 1, 2008.
|
2007
Form 10-K, Ex 10(k)
|
||
†10(i)(1)
|
Amended
and Restated AEP System Long-Term Incentive Plan.
|
Form
8-K, Ex 10.1, dated April 26, 2005
|
||
10(i)(1)(A)
|
First
Amendment to Amended and Restated AEP System Long-Term Incentive
Plan.
|
2007
Form 10-K, Ex 10(l)(1)(A
|
||
†10(i)(2)
|
Form
of Performance Share Award Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
AEP
Form 10-Q, Ex 10(c), dated November 5, 2004
|
||
†10(i)(3)
|
Form
of Restricted Stock Unit Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
AEP
Form 10-Q, Ex 10(a), March 31, 2005
|
||
*†10(i)(3)(A)
|
Amendment
to Form of Restricted Stock Unit Agreement furnished to participants of
the AEP System Long-Term Incentive Plan, as amended.
|
|||
†10(i)(4)
|
AEP
System Stock Ownership Requirement Plan Amended and Restated Effective
January 1, 2008.
|
|||
*†10(j)
|
Central
and South West System Special Executive Retirement Plan Amended and
Restated effective January 1, 2009.
|
|||
*†10(k)
|
AEP
System Incentive Compensation Deferral Plan Amended and Restated as of
January 1, 2008.
|
|||
†10(l)
|
AEP
System Nuclear Performance Long Term Incentive Compensation Plan dated
August 1, 1998.
|
2002
Form 10-K, Ex 10(p)
|
||
*†10(m)
|
Nuclear
Key Contributor Retention Plan Amended and Restated as of January 1,
2008.
|
|||
*12
|
Statement
re: Computation of Ratios.
|
|||
*13
|
Copy
of those portions of the PSO 2008 Annual Report (for the fiscal year ended
December 31, 2008) which are incorporated by reference in this
filing.
|
|||
21
|
List
of subsidiaries of PSO.
|
AEP
2006 Form 10-K, Ex 21, File No. 1-3525
|
||
*23
|
Consent
of Deloitte & Touche LLP.
|
|||
*24
|
Power
of Attorney.
|
|||
*31(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*31(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*32(a)
|
Certification
of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
*32(b)
|
Certification
of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
REGISTRANT:
SWEPCo‡ File No. 1-3146
|
||||
*3(a)
|
Composite
of Amended Restated Certificate of Incorporation of
SWEPCo.
|
|||
3(b)
|
Composite
By-Laws of SWEPCo amended as of February 26, 2008.
|
2007
Form 10-K, Ex 3(b)
|
||
4(b)
|
Indenture
(for unsecured debt securities), dated as of February 4, 2000, between
SWEPCo and The Bank of New York, as Trustee.
|
Registration
Statement No. 333-96213
Registration
Statement No. 333-87834, Ex 4(a)(b)
Registration
Statement No. 333-100632, Ex 4(b)
Registration
Statement No. 333-108045, Ex 4(b)
Registration
Statement No. 333-145669, Ex 4(c)(d)
|
||
4(c)
|
Sixth
Supplemental Indenture, dated as of December 4, 2007 between SWEPCo and
The Bank of New York, as Trustee, establishing terms of 5.875% Senior
Notes, Series F, due 2018.
|
Form
8-K, Ex 4(a), dated December 4, 2007
|
||
4(d)
|
Seventh
Supplemental Indenture, dated as of June 9, 2008 between SWEPCo and The
Bank of New York, as Trustee, establishing terms of 6.45% Senior Notes,
Series G, due 2019.
|
Form
8-K, Ex 4(a) dated June 9, 2008
|
||
4(e)
|
$650
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(c) September 30, 2008
|
||
4(f)
|
Amendment,
dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(d) September 30, 2008
|
||
4(g)
|
$350
Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,
APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders
named therein, the Swingline Bank party thereto, the LC Issuing Banks
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(e) September 30, 2008
|
||
4(h)
|
Amendment,
dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,
TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial
Lenders named therein, the Swingline Bank party thereto, the LC Issuing
Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
Form
10-Q, Ex. 10(f) September 30, 2008
|
||
10(a)
|
Restated
and Amended Operating Agreement, among PSO, TCC, TNC, SWEPCo and AEPSC,
Issued on February 10, 2006, Effective May 1, 2006.
|
Form
10-Q, Ex 10(a), March 31, 2006
|
||
10(b)
|
Transmission
Coordination Agreement, dated October 29, 1998, among PSO, TCC, TNC,
SWEPCo and AEPSC.
|
2002
Form 10-K, Ex 10(b)
|
||
†10(c)
|
AEP
System Senior Officer Annual Incentive Compensation Plan amended and
restated effective December 13, 2006.
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
||
*†10(d)(1)
|
AEP
System Excess Benefit Plan, Amended and Restated as of January 1,
2008.
|
|||
*†10(d)(2)
|
AEP
System Supplemental Retirement Savings Plan, Amended and Restated as of
January 1, 2008 (Non-Qualified).
|
|||
†10(d)(3)
|
AEPSC
Umbrella Trust for Executives.
|
AEP
1993 Form 10-K, Ex 10(g)(3), File No. 1-3525
|
||
*†10(d)(3)(A)
|
First
Amendment to AEPSC Umbrella Trust for Executives.
|
|||
†10(e)
|
Employment
Agreement between AEP, AEPSC and Michael G. Morris dated December 15,
2003.
|
2003
Form 10-K, Ex 10(m)(1)
|
||
*†10(e)(A)
|
Amendment
to Employment Agreement between AEP, AEPSC and Michael G. Morris dated
December 9, 2008.
|
|||
†10(e)(2)
|
Memorandum
of Agreement between Susan Tomasky and AEPSC dated January 3,
2001.
|
AEP
2000 Form 10-K, Ex 10(s), File No. 1-3525
|
||
†10(e)(3)
|
Letter
Agreement dated June 23, 2000 between AEPSC and Holly K.
Koeppel.
|
2002
Form 10-K, Ex 10(m)(3)(A)
|
||
†10(e)(4)
|
Employment
Agreement dated July 29, 1998 between AEPSC and Robert P.
Powers.
|
2002
Form 10-K, Ex 10(m)(4)
|
||
*†10(e)(4)(A)
|
Amendment
to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.
Powers.
|
|||
†10(e)(5)
|
Letter
Agreement dated June 9, 2004 between AEPSC and Carl
English.
|
AEP
Form 10-Q, Ex 10(b), September 30, 2004
|
||
†10(e)(6)
|
Letter
Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.
Keane.
|
2006
Form 10-K, Ex 10(h)(5)
|
||
†10(f)
|
AEP
System Senior Officer Annual Incentive Compensation Plan, amended and
restated effective December 13, 2006.
|
Form
8-K, Ex 10.1 dated April 25, 2007
|
||
†10(g)(1)
|
AEP
System Survivor Benefit Plan, effective January 27, 1998.
|
Form
10-Q, Ex 10, September 30, 1998
|
||
†10(g)(1)(A)
|
First
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 31, 2000.
|
2002
Form 10-K, Ex 10(o)(2)
|
||
*†10(g)(1)(B)
|
Second
Amendment to AEP System Survivor Benefit Plan, as amended and restated
effective January 1, 2008.
|
|||
†10(h)
|
AEP
Change In Control Agreement, effective January 1, 2008.
|
2007
Form 10-K, Ex 10(k)
|
||
†10(i)(1)
|
Amended
and Restated AEP System Long-Term Incentive Plan.
|
Form
8-K, Ex 10.1, dated April 26, 2005
|
||
10(i)(1)(A)
|
First
Amendment to Amended and Restated AEP System Long-Term Incentive
Plan.
|
2007
Form 10-K, Ex 10(l)(1)(A
|
||
†10(i)(2)
|
Form
of Performance Share Award Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
AEP
Form 10-Q, Ex 10(c), dated November 5, 2004
|
||
†10(i)(3)
|
Form
of Restricted Stock Unit Agreement furnished to participants of the AEP
System Long-Term Incentive Plan, as amended.
|
AEP
Form 10-Q, Ex 10(a), March 31, 2005
|
||
*†10(i)(3)(A)
|
Amendment
to Form of Restricted Stock Unit Agreement furnished to participants of
the AEP System Long-Term Incentive Plan, as amended.
|
|||
†10(i)(4)
|
AEP
System Stock Ownership Requirement Plan Amended and Restated Effective
January 1, 2008.
|
|||
*†10(j)
|
Central
and South West System Special Executive Retirement Plan Amended and
Restated effective January 1, 2009.
|
|||
*†10(k)
|
AEP
System Incentive Compensation Deferral Plan Amended and Restated as of
January 1, 2008.
|
|||
†10(l)
|
AEP
System Nuclear Performance Long Term Incentive Compensation Plan dated
August 1, 1998.
|
2002
Form 10-K, Ex 10(p)
|
||
*†10(m)
|
Nuclear
Key Contributor Retention Plan Amended and Restated as of January 1,
2008.
|
|||
*12
|
Statement
re: Computation of Ratios.
|
|||
*13
|
Copy
of those portions of the SWEPCo 2008 Annual Report (for the fiscal year
ended December 31, 2008) which are incorporated by reference in this
filing.
|
|||
21
|
List
of subsidiaries of SWEPCo.
|
AEP
2006 Form 10-K, Ex 21, File No. 1-3525
|
||
*23
|
Consent
of Deloitte & Touche LLP.
|
|||
*24
|
Power
of Attorney.
|
|||
*31(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*31(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|||
*32(a)
|
Certification
of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|||
*32(b)
|
Certification
of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code.
|
|
‡
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.
|