Form 10-K Amendment 2004 AEP and Subsidiary Registrants



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
 
FORM 10-K/A
 
(Amendment No. 1 to Form 10-K)
___________________
(Mark One)

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004

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
 
0-18135
 
AEP Generating Company (An Ohio Corporation)
 
31-1033833
 
0-346
 
AEP Texas Central Company (A Texas Corporation)
 
74-0550600
 
0-340
 
AEP Texas North Company (A Texas Corporation)
 
75-0646790
 
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
 
1-6858
 
Kentucky Power Company (A Kentucky Corporation)
 
61-0247775
 
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)
 
72-0323455
           
   All Registrants  
1 Riverside Plaza, Columbus, Ohio 43215
Telephone (614) 716-1000
   

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 American Electric Power Company, Inc. 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 incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark if disclosure of delinquent filers with respect to Appalachian Power Company, Indiana Michigan Power Company or Ohio 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 or Ohio 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 an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes x No o

Indicate by check mark whether AEP Generating Company, AEP Texas Central Company, AEP Texas North Company, Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company are accelerated filers (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x

[AEP Generating Company, AEP Texas North Company, Columbus Southern Power Company, Kentucky Power Company and Public Service Company of Oklahoma meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I(2) to such Form 10-K.]


Securities registered pursuant to Section 12(b) of the Act:

 
Registrant
 
 
Title of each class
 
Name of each exchange
on which registered
AEP Generating Company
 
None
   
AEP Texas Central Company
 
None
   
AEP Texas North Company
 
None
   
American Electric Power Company, Inc.
 
Common Stock, $6.50 par value
 
New York Stock Exchange
   
9.25% Equity Units
 
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
Kentucky Power Company
 
None
   
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
   

Securities registered pursuant to Section 12(g) of the Act:

Registrant
Title of each class
AEP Generating Company
None
AEP Texas Central Company
4.00% Cumulative Preferred Stock, Non-Voting, $100 par value
 
4.20% Cumulative Preferred Stock, Non-Voting, $100 par value
AEP Texas North Company
None
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
4.125% Cumulative Preferred Stock, Non-Voting, $100 par value
Kentucky 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, Non-Voting, $100 par value
 
4.65% Cumulative Preferred Stock, Non-Voting, $100 par value
 
5.00% Cumulative Preferred Stock, Non-Voting, $100 par value

   
 
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants at
December 31, 2004
 
 
 
Number of shares of common stock outstanding of the registrants at
December 31, 2004
AEP Generating Company
 
None
 
1,000
       
($1,000 par value)
AEP Texas Central Company
 
None
 
2,211,678
       
($25 par value)
AEP Texas North Company
 
None
 
5,488,560
       
($25 par value)
American Electric Power Company, Inc.
 
$13,593,768,974
 
395,858,153
       
($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)
Kentucky Power Company
 
None
 
1,009,000
       
($50 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)


Note On Market Value Of Common Equity Held By Non-Affiliates

American Electric Power Company, Inc. owns, directly or indirectly, all of the common stock of AEP Generating Company, AEP Texas Central Company, AEP Texas North Company, Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company (see Item 12 of the Form 10-K which this Form 10-K/A amends).
 
 



This combined Form 10-K/A is separately filed by AEP Generating Company, AEP Texas Central Company, AEP Texas North Company, American Electric Power Company, Inc., Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Except for American Electric Power Company, Inc., each registrant makes no representation as to information relating to the other registrants.

You can access financial and other information at AEP’s website, including AEP’s Principles of Business Conduct (which also serves as a code of ethics applicable to Item 10 of the Form 10-K which this Form 10-K/A amends), certain committee charters and Principles of Corporate Governance. The address is www.AEP.com. AEP makes available, free of charge on its website, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.
 

 

 

TABLE OF CONTENTS
Item
Number
 
Page
Number
     
 
Explanatory Note
1
     
9
A
Controls And Procedures
2
     
     
15
 
Exhibits, Financial Statement Schedules
 
   
Signatures
3
   
Certifications
E-1
 
 


EXPLANATORY NOTE

This Form 10-K/A is being filed to amend and restate Item 9A of Part II of the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 1, 2005 by American Electric Power Company, Inc. (“AEP”), AEP Generating Company, AEP Texas Central Company, AEP Texas North Company, Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company (each, together with AEP, a “Registrant” and collectively, together with AEP, the “Registrants”). This amendment responds to certain comments of the Staff of the Securities and Exchange Commission in connection with its review of the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2004. This amendment supplements the definition of disclosure controls and procedures and rephrases the language regarding changes in internal controls implemented during the fourth quarter of 2004. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by each Registrant’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Item 9A of each Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 that was affected by this amendment, has been amended and restated in its entirety. No attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the original Form 10-K.

1
 


ITEM 9A. CONTROLS AND PROCEDURES

During 2004, management, including the principal executive officer and principal financial officer of each of American Electric Power Company, Inc. (“AEP”), AEP Generating Company, AEP Texas Central Company, AEP Texas North Company, Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company (each, together with AEP, a “Registrant” and collectively, together with AEP, the “Registrants”) evaluated each respective Registrant’s disclosure controls and procedures. Disclosure controls and procedures are defined as controls and other procedures of the Registrants that are designed to ensure that information required to be disclosed by the Registrants in the reports that they file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Registrants in the reports that they file or submit under the Exchange Act is accumulated and communicated to each Registrant’s management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2004, these officers concluded that the disclosure controls and procedures in place are effective and provide reasonable assurance that the disclosure controls and procedures accomplished their objectives. The Registrants continually strive to improve their disclosure controls and procedures to enhance the quality of their financial reporting and to maintain dynamic systems that change as events warrant.

The only change in the Registrants’ internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2004 that materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting, relates to AEP’s and AEP’s East Zone public utility subsidiaries’ integration with PJM on October 1, 2004, which resulted in our implementing and modifying a number of business processes and controls to facilitate participation in, and resultant settlement within, the PJM market.

Additional information required by this item of AEP, as an accelerated filer, is incorporated by reference to Management’s Report on Internal Controls over Financial Reporting, included in AEP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

2




ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
American Electric Power Company, Inc.
     
     
 
By:
/s/ SUSAN TOMASKY
   
(Susan Tomasky, Executive Vice President
   
and Chief Financial Officer)

Date: May 6, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
(i) Principal Executive Officer:
       
         
*Michael G. Morris
 
Chairman of the Board, President,
 
May 6, 2005
   
Chief Executive Officer
   
   
and Director
   
         
(ii) Principal Financial Officer:
       
         
/s/ Susan Tomasky
 
Executive Vice President and
 
May 6, 2005
(Susan Tomasky)
 
Chief Financial Officer
   
         
(iii) Principal Accounting Officer:
       
         
/s/ Joseph M. Buonaiuto
 
Senior Vice President, Controller and
 
May 6, 2005
(Joseph M. Buonaiuto)
 
Chief Accounting Officer
   
         
(iv) A Majority of the Directors:
       
         
*E. R. Brooks
       
*Donald M. Carlton
       
*John P. Desbarres
       
*Robert W. Fri
       
*William R. Howell
       
*Lester A. Hudson, Jr.
       
*Leonard J. Kujawa
       
*Lionel L. Nowell, III
       
*Richard L. Sandor
       
*Donald G. Smith
       
*Kathryn D. Sullivan
       

*By:
/s/ Susan Tomasky
     
May 6, 2005
 
(Susan Tomasky, Attorney-in-Fact)
       

3




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.


 
AEP Generating Company


 
By:
/s/ Susan Tomasky
   
(Susan Tomasky, Vice President
and Chief Financial Officer)

Date: May 6, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature
 
Title
 
Date
         
(i) Principal Executive Officer:
       
         
*Michael G. Morris
 
Chairman of the Board,
 
May 6, 2005
   
Chief Executive Officer and Director
   
         
(ii) Principal Financial Officer:
       
         
/s/ Susan Tomasky
 
Vice President,
 
May 6, 2005
(Susan Tomasky)
 
Chief Financial Officer and Director
   
         
         
(iii) Principal Accounting Officer:
       
         
/s/ Joseph M. Buonaiuto
 
Controller and
 
May 6, 2005
(Joseph M. Buonaiuto)
 
Chief Accounting Officer
   
         
(iv) A Majority of the Directors:
       
         
* THOMAS M. HAGAN
       
* JOHN B. KEANE
       
*ROBERT P. POWERS
       
*STEPHEN P. SMITH
       

*By:
/s/ Susan Tomasky
     
May 6, 2005
 
(Susan Tomasky, Attorney-in-Fact)
       


4




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 
AEP Texas Central Company
 
AEP Texas North Company
 
Public Service Company of Oklahoma
 
Southwestern Electric Power Company


 
By:
/s/ Susan Tomasky
   
(Susan Tomasky, Vice President
and Chief Financial Officer)

Date: May 6, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature
 
Title
 
Date
         
(i) Principal Executive Officer:
       
         
*Michael G. Morris
 
Chairman of the Board,
 
May 6, 2005
   
Chief Executive Officer and Director
   
         
(ii) Principal Financial Officer:
       
         
/s/ Susan Tomasky
 
Vice President,
 
May 6, 2005
(Susan Tomasky)
 
Chief Financial Officer and Director
   
         
(iii) Principal Accounting Officer:
       
         
/s/ Joseph M. Buonaiuto
 
Controller and
 
May 6, 2005
(Joseph M. Buonaiuto)
 
Chief Accounting Officer
   
         
(iv) A Majority of the Directors:
       
         
*Carl L. English
       
*thomas M. Hagan
       
*John B. Keane
       
*Venita McCellon-Allen
       
*Robert P. Powers
       
*Stephen P. Smith
       
         

*By:
/s/ Susan Tomasky
     
May 6, 2005
 
(Susan Tomasky, Attorney-in-Fact)
       

5




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 
Appalachian Power Company
 
Columbus Southern Power Company
 
Kentucky Power Company
 
Ohio Power Company


 
By:
/s/ Susan Tomasky
   
(Susan Tomasky, Vice President
and Chief Financial Officer)

Date: May 6, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature
 
Title
 
Date
         
(i) Principal Executive Officer:
       
         
*Michael G. Morris
 
Chairman of the Board,
 
May 6, 2005
   
Chief Executive Officer and Director
   
         
(ii) Principal Financial Officer:
       
         
/s/ Susan Tomasky
 
Vice President,
 
May 6, 2005
(Susan Tomasky)
 
Chief Financial Officer and Director
   
         
(iii) Principal Accounting Officer:
       
         
/s/ Joseph M. Buonaiuto
 
Controller and
 
May 6, 2005
(Joseph M. Buonaiuto)
 
Chief Accounting Officer
   
         
(iv) A Majority of the Directors:
       
         
*Carl L. English
       
*John B. Keane
       
*Holly K. Koeppel
       
*Venita McCellon-Allen
       
*Robert P. Powers
       
*Stephen P. Smith
       
         

*By:
/s/ Susan Tomasky
     
May 6, 2005
 
(Susan Tomasky, Attorney-in-Fact)
       


6




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.


 
Indiana Michigan Power Company


 
By:
/s/ Susan Tomasky
   
(Susan Tomasky, Vice President
and Chief Financial Officer)

Date: May 6, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature
 
Title
 
Date
         
(i) Principal Executive Officer:
       
         
*Michael G. Morris
 
Chairman of the Board,
 
May 6, 2005
   
Chief Executive Officer and Director
   
         
(ii) Principal Financial Officer:
       
         
/s/ Susan Tomasky
 
Vice President,
 
May 6, 2005
(Susan Tomasky)
 
Chief Financial Officer and Director
   
         
(iii) Principal Accounting Officer:
       
         
/s/ Joseph M. Buonaiuto
 
Controller and
 
May 6, 2005
(Joseph M. Buonaiuto)
 
Chief Accounting Officer
   
         
(iv) A Majority of the Directors:
       
         
*K. G. Boyd
       
*John E. Ehler
       
*Carl L. English
       
*Patrick C. Hale
       
*Holly Keller Koeppel
       
*David L. Lahrman
       
*Marc E. Lewis
       
*Venita McCellon-Allen
       
*Susanne M. Moorman Rowe
       
*Robert P. Powers
       
*John R. Sampson
       

*By:
/s/ Susan Tomasky
     
May 6, 2005
 
(Susan Tomasky, Attorney-in-Fact)
       




7

EXHIBIT INDEX

The documents listed below are being filed on behalf of the Registrants.
Exhibit
Designation
 
Nature of Exhibit
REGISTRANT: AEP File No. 1-3525
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: AEGCo File No. 0-18135
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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: KPCo File No. 1-6858
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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: TCC File No. 0-346
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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: TNC File No. 0-340
31(c)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(d)
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.
E-1

Certificate of CEO of AEP


EXHIBIT 31.(a)
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
 
I, Michael G. Morris, certify that:
 
1.    I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of:

American Electric Power Company, Inc.

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and we have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 6, 2005                             By: /s/ Michael G. Morris
  Michael G. Morris
  Chief Executive Officer

Certificate of CFO of AEP


EXHIBIT 31.(b)
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
 
I, Susan Tomasky, certify that:
 
1.    I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of:

American Electric Power Company, Inc.

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and we have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 6, 2005                              By:   /s/ Susan Tomasky
    Susan Tomasky
    Chief Financial Officer
Certificate of CEO of Registrant Subsidiaries


EXHIBIT 31.(c)
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
 
I, Michael G. Morris, certify that:
 
1.     I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of:

AEP Generating Company
AEP Texas Central Company
AEP Texas North Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
Public Service Company of Oklahoma
Southwestern Electric Power Company;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 
c.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 6, 2005                             By: /s/ Michael G. Morris  
    Michael G. Morris
   Chief Executive Officer
Certificate of CFO of Registrant Subsidiaries


EXHIBIT 31.(d)
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
 
I, Susan Tomasky, certify that:
 
1.    I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of:

AEP Generating Company
AEP Texas Central Company
AEP Texas North Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
Public Service Company of Oklahoma
Southwestern Electric Power Company;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 
c.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 6, 2005                                   By: /s/ Susan Tomasky  
    Susan Tomasky
    Chief Financial Officer
Certificate of CEO


Exhibit 32.(a)

This Certificate is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This Certification shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise stated in such filing.


Certification Pursuant to Section 1350 of Chapter 63
Of Title 18 of the United States Code

In connection with Amendment No. 1 to the Annual Report of the Companies (as defined below) on Form 10-K/A (the “reports”) for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof, I, Michael G. Morris, the chief executive officer of

American Electric Power Company, Inc.
AEP Generating Company
AEP Texas Central Company
AEP Texas North Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
Public Service Company of Oklahoma
Southwestern Electric Power Company

(the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 that, based on my knowledge (i) the Reports fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Reports fairly presents, in all material respects, the financial condition and results of operations of the Companies.




/s/ Michael G. Morris 
Michael G. Morris
Chief Executive Officer


May 6, 2005


A signed original of this written statement required by Section 906 has been provided to American Electric Power Company, Inc. and will be retained by American Electric Power Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Certificate of CFO


Exhibit 32.(b)

This Certificate is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This Certification shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise stated in such filing.


Certification Pursuant to Section 1350 of Chapter 63
Of Title 18 of the United States Code

In connection with Amendment No. 1 to the Annual Report of the Companies (as defined below) on Form 10-K/A (the “reports”) for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof, I, Susan Tomasky, the chief financial officer of

American Electric Power Company, Inc.
AEP Generating Company
AEP Texas Central Company
AEP Texas North Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
Public Service Company of Oklahoma
Southwestern Electric Power Company

(the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 that, based on my knowledge (i) the Reports fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Reports fairly presents, in all material respects, the financial condition and results of operations of the Companies.




/s/ Susan Tomasky  
Susan Tomasky
Chief Financial Officer


May 6, 2005


A signed original of this written statement required by Section 906 has been provided to American Electric Power Company, Inc. and will be retained by American Electric Power Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.