opco8k123113.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)
December 31, 2013

AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)

1-3525
New York
13-4922640
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)


OHIO POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

1-6543
Ohio
31-4271000
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)


1 Riverside Plaza, Columbus, OH
43215
(Address of Principal Executive Offices)
(Zip Code)

614-716-1000
(Registrant’s Telephone Number, Including Area Code)

None
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

GLOSSARY OF TERMS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.

Term
 
Meaning
     
AEGCo
 
AEP Generating Company, an AEP electric utility subsidiary.
AEP or Parent
 
American Electric Power Company, Inc., an electric utility holding company.
AEP System
 
American Electric Power System, an integrated electric utility system, owned and operated by AEP’s electric utility subsidiaries.
AEPES
 
AEP Energy Supply LLC, a nonregulated AEP subsidiary.
AEPSC
 
American Electric Power Service Corporation, an AEP service subsidiary providing management and professional services to AEP and its subsidiaries.
AGR
 
AEP Generation Resources Inc., a nonregulated AEP subsidiary.
APCo
 
Appalachian Power Company, an AEP electric utility subsidiary.
FERC
 
Federal Energy Regulatory Commission.
I&M
 
Indiana Michigan Power Company, an AEP electric utility subsidiary.
Interconnection Agreement
 
An agreement by and among APCo, I&M, KPCo and OPCo, defining the sharing of costs and benefits associated with their respective generating plants.
KPCo
 
Kentucky Power Company, an AEP electric utility subsidiary.
MW
 
Megawatt.
OPCo
 
Ohio Power Company, an AEP electric utility subsidiary.
PJM
 
Pennsylvania – New Jersey – Maryland regional transmission organization.
PUCO
 
Public Utilities Commission of Ohio.

 
1

 


ITEM 1.01
Entry Into a Material Definitive Agreement.

Reference is made to page 55 in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed by OPCo and AEP under the title “Corporate Separation and Termination of Interconnection Agreement”.  On December 31, 2013, OPCo and AGR entered into an Asset Contribution Agreement (the “Agreement”).  At the time of entering into the Agreement, AGR was a wholly owned unregulated subsidiary of OPCo.  Under the Agreement, OPCo contributed its generation assets and associated liabilities to AGR at net book value.

These transfers were undertaken by OPCo pursuant to Ohio law and have been approved by the PUCO.  OPCo is a wholly-owned subsidiary of AEP.  AEP is the ultimate corporate parent of AGR.  Following the transfers contemplated by the Agreement, OPCo distributed its shares in AGR to AEP.  AEP subsequently contributed the capital stock of AGR to an intermediate holding company, AEPES.  The FERC approved, among other things, the transactions contemplated by the Agreement in an order issued April 29, 2013.

The generation assets of OPCo transferred under the Agreement are as follows:

 
 
 
 
 
 
 
 
Net Maximum
Plant Name
 
Units
 
State
 
Fuel Type
 
Capacity (MWs)
Racine
 
 
OH
 
Hydro
 
 48 
Darby
 
 
OH 
 
Natural Gas
 
 507 
Waterford
 
 
OH 
 
Natural Gas
 
 840 
Stuart (a)
 
 
OH 
 
Oil
 
 3 
Amos (two-thirds of Unit 3)
 
 
WV 
 
Steam - Coal
 
 867 
Beckjord (a)
 
 
OH 
 
Steam - Coal
 
 53 
Cardinal
 
 
OH 
 
Steam - Coal
 
 595 
Conesville (a)
 
 
OH 
 
Steam - Coal
 
 1,139 
Gavin
 
 
OH 
 
Steam - Coal
 
 2,640 
Kammer
 
 
WV 
 
Steam - Coal
 
 630 
Mitchell
 
 
WV 
 
Steam - Coal
 
 1,560 
Muskingum River
 
 
OH 
 
Steam - Coal
 
 1,440 
Picway
 
 
OH 
 
Steam - Coal
 
 100 
Sporn
 
 
WV 
 
Steam - Coal
 
 300 
Stuart (a)
 
 
OH 
 
Steam - Coal
 
 600 
Zimmer (a)
 
 
OH 
 
Steam - Coal
 
 330 
Total MWs
 
 
 
 
 
 
 
 11,652 
 
 
 
 
 
 
 
 
 
 
(a)
Jointly-owned with non-affiliated entities.  Figures presented reflect OPCo's ownership interest.

As of September 30, 2013, the net book value of OPCo's generation assets was $5.6 billion.

The indebtedness of OPCo to be transferred under the Agreement (the “Transferred Indebtedness”) consists of obligations under a Credit Agreement (as defined below) and tax-exempt bonds.  Pursuant to the Agreement, AGR assumed the Transferred Indebtedness simultaneously with the transfers contemplated by the Agreement.

The Credit Agreement

Reference is made to the Current Report on Form 8-K filed on July 19, 2013 by OPCo, AEP and APCo disclosing OPCo’s entering into a $1 billion term credit facility due in May 2015 (the “Credit Agreement”) with unaffiliated lenders named therein.  OPCo entered into and borrowed amounts under the Credit Agreement to provide liquidity during its corporate separation process and the subsequent transfer of its generation assets and liabilities.  Under the Credit Agreement, OPCo could assign borrowings to AGR upon the transfer of OPCo’s generation assets to AGR.  The Credit Agreement required AEP to guarantee AGR’s obligations in the event OPCo assigns borrowings under the Credit Agreement to AGR.

 
2

 


Pursuant to the Agreement, OPCo’s obligations under the Credit Agreement were assigned to AGR on December 31, 2013.  AGR is obligated under the Credit Agreement and AEP has guaranteed AGR’s obligations under the Credit Agreement.  $300 million of AGR’s obligations have been reassigned to APCo and $200 million of AGR’s obligations have been reassigned to KPCo.  Those reassigned obligations are not guaranteed by AEP.  As a result of these reassignments, AGR’s indebtedness under the Credit Agreement, and, accordingly, the amount of the Credit Agreement guaranteed by AEP, equals $500 million.

Tax-exempt Bonds

OPCo is the obligor on several series of tax-exempt bonds issued through municipal issuers (“Tax-exempt Bonds”).  Pursuant to the Agreement, OPCo’s obligations under the Tax-exempt Bonds were economically transferred to AGR on December 31, 2013.  The economic transfer of OPCo’s Tax-exempt Bonds to AGR was achieved by: a) AGR’s issuance of $757 million of a series of affiliated notes payable to OPCo, which parallel the terms and conditions of the related Tax-exempt Bonds, of which $460 million related to Pollution Control Bonds held in trust by OPCo and b) direct assignment of $115 million of certain Tax-exempt Bonds. These affiliated notes transfer the economic effect of the Tax-exempt Bonds from OPCo to AGR.

Immediately prior to the transfer of generation assets to AGR, the aggregate principal amount of OPCo’s obligations under the Tax-exempt Bonds was approximately $872 million.  When AGR repays and reissues a series of Tax-exempt Bonds, AEP will provide a guarantee on behalf of AGR.  Shown below are the carrying values, series detail and maturity dates of OPCo Tax-exempt Bonds as of December 31, 2013:

Ohio Air Quality Development Authority Bonds
$50,000,000 of Series 2013A, due 2026
$44,500,000 of Series 2007A, due 2040
$60,000,000 of Series 2009A, due 2038
$32,245,000 of Series 2009B, due 2038
$79,450,000 of Series 2010A, due 2041
$56,000,000 of Series 2007B, due 2042
$39,130,000 of Gavin Project Series 2010A, due 2027
$54,500,000 of Series 2005A, due 2029
$50,450,000 of Series 2005B, due 2028
$50,450,000 of Series 2005C, due 2028
$54,500,000 of Series 2005D, due 2028

Marshall County, West Virginia Bonds
$35,000,000 of Series F, due 2022
$50,000,000 of Series E, due 2022

West Virginia Economic Development Authority Bonds
$65,000,000 of Series 2008A, due 2036
$86,000,000 of Series 2010A, due 2043
$65,000,000 of Series 2013A, due 2037

ITEM 2.01
Completion of Acquisition or Disposition of Assets.

On December 31, 2013, OPCo completed the transfer of all of its generation assets and related liabilities (see Item 1.01, above) to AGR.  The transfers were accomplished under the Agreement.  At the time of the transfers, AGR was a wholly-owned subsidiary of OPCo.  Pursuant to the Agreement, OPCo contributed its generation assets and associated liabilities to AGR.  Following the transfers contemplated by the Agreement, OPCo then distributed the stock of AGR to its parent, AEP.  AEP subsequently contributed the stock of AGR to an intermediate holding company, AEPES.  As a result of these transfers and transactions, AGR is a generation company no longer subject to the jurisdiction of the PUCO.  The transfer of generation assets and associated liabilities was undertaken by OPCo pursuant to Ohio law and was approved by the PUCO.

 
3

 


The foregoing transfers and related transactions occurred substantially simultaneously within the AEP affiliated system.  These transfers and related transactions were approved by the FERC.  The generation related assets and liabilities, including the Transferred Indebtedness, were transferred at their net book value.  

Also on December 31, 2013, subsequent to the transfer of OPCo’s generation assets to AGR, AGR transferred at net book value a two-thirds ownership (867 MW) in Amos Plant, Unit 3 to APCo and transferred at net book value a one-half interest (780 MW) of the Mitchell Plant to KPCo.  The transfer of these generation assets and associated liabilities was approved by the Virginia State Corporation Commission and the Public Service Commission of West Virginia with respect to the Amos Plant and the Kentucky Public Service Commission with respect to the Mitchell Plant.

In connection with corporate separation of OPCo’s generation assets, OPCo sold the majority of its assets related to its wholly-owned subsidiary, Conesville Coal Preparation Company (CCPC) in April 2013.  Also in preparation for corporate separation, OPCo transferred its ownership of Cook Coal Terminal (CCT) to AEGCo in August 2013.

ITEM 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The obligations of AGR with respect to the Credit Agreement (in the amount of $500 million) are guaranteed by AEP.  AEP has also agreed to provide a guarantee on behalf of AGR when AGR refunds and reissues a series of Tax-exempt Bonds.  AEP is the ultimate corporate parent of AGR.

ITEM 9.01
Financial Statements and Exhibits.

(b) Pro Forma Financial Information:

The following unaudited financial statements reflect the pro forma impact of the transfers of generation asset and related liabilities described above.   The unaudited pro forma balance sheet as of September 30, 2013 depicts the impact of the asset and liability transfers as if the transactions had occurred on September 30, 2013. The unaudited pro forma statements of income for the nine months ended September 30, 2013 and the year ended December 31, 2012 depict the pro forma impact of the asset and liability transfers as if the transactions had occurred on January 1, 2012. The pro forma financial statements have been prepared for comparative purposes only and do not purport to be indicative of future results of operations or financial condition.

(c) Exhibits:

Exhibit
Number
 
 
Title
 
 2.1   Asset Contribution Agreement effective as of December 31, 2013, by and between Ohio Power Company and AEP Generation Resources Inc.
     
 4.4   Credit Agreement dated as of July 17, 2013, by and among American Electric Power Company, Inc., Appalachian Power Company, AEP Generation Resources Inc., Kentucky Power Company and Ohio Power Company and the initial lenders named therein (incorporated by reference to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed by Ohio Power Company, Exhibit 4).
     
 99.1   Unaudited pro forma condensed consolidated financial statements.
 
 
 
4

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
AMERICAN ELECTRIC POWER COMPANY, INC.
 
OHIO POWER COMPANY
   
     
 
By:
/s/ Joseph M. Buonaiuto
 
Name:
Title:
Joseph M. Buonaiuto
Controller and Chief Accounting Officer

January 7, 2014

 
5

 

exhibit2-1.htm
Exhibit 2.1
 

 
 
 
 
 
ASSET CONTRIBUTION AGREEMENT
 
 
BETWEEN
 
 
OHIO POWER COMPANY
 
 
AND
 
 
AEP GENERATION RESOURCES INC.
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
 

 
 

 

 
Table of Contents
 
       
Page
 
Article I DEFINITIONS
2
 
Section 1.01 Definitions
2
Article II TRANSFER OF ASSETS
11
 
Section 2.01 Transfer of Assets
11
 
Section 2.02 Excluded Assets
13
 
Section 2.03 Assumed Liabilities
14
 
Section 2.04 Excluded Liabilities
15
Article III ASSET TRANSFER; CLOSING
16
 
Section 3.01 Asset Transfer
16
 
Section 3.02 Proration
16
 
Section 3.03 Closing
167
 
Section 3.04 Closing Deliveries
17
Article IV REPRESENTATIONS AND WARRANTIES
19
 
Section 4.01 Representations and Warranties of Transferor
19
 
Section 4.02 Representations and Warranties of Transferee
25
Article V CERTAIN COVENANTS AND AGREEMENTS
27
 
Section 5.01 Transfer Tax; Recording Costs
27
 
Section 5.02 Further Assurances
27
 
Section 5.03 Survival
29
 
Section 5.04 Indemnification by Transferor
29
 
Section 5.05 Indemnification by Transferee
29
Article VI MISCELLANEOUS PROVISIONS
30
 
Section 6.01 Notices
30
 
Section 6.02 Waiver
30
 
Section 6.03 Entire Agreement; Amendment; Etc.
31
 
Section 6.04 Assignment
31
 
Section 6.05 Severability
32
 
Section 6.06 Governing Law
32
 
Section 6.07 Counterparts: Facsimile Execution
32
 
Section 6.08 Schedules
33
 
Section 6.09 Specific Performance
33
         
         
EXHIBITS    
         
Exhibit A
Form of Assignment of Contracts
 
Exhibit B
Form of Assignment of Easements and Rights of Way
 
Exhibit C
Form of Assignment of Real Property Leases
 
Exhibit D
Form of Assumption Agreement
 
Exhibit E
Form of Asset Transfer Agreement
 
 
 
i

 
SCHEDULES
     
       
Schedule 1.01
Assumed Payables
 
Schedule 1.02
Reserved
 
Schedule 1.03
Debt
 
Schedule 1.04
Easements and Rights of Way
 
Schedule 1.05
Franklin Real Property
 
Schedule 1.06
Generating Plants
 
Schedule 1.07
Pollution Control Bonds
 
Schedule 1.08
Rail Transportation Assets
 
Schedule 1.09
River Transportation Assets
 
Schedule 2.01(c)
Real Property
 
Schedule 2.01(p)
Tangible Personal Property
 
Schedule 2.01(q)
Miscellaneous
 
Schedule 2.01(t)
Generation Transmission Assets
 
Schedule 4.01(e)
Leased Real Property and Real Property Leases
 
Schedule 4.01(g)
Environmental Matters and Environmental Permits
Schedule 4.01(i)
Contracts
 
Schedule 4.01(j)
Legal Proceedings
 
Schedule 4.01(k)
Permits
 

 
ii

 
 
ASSET CONTRIBUTION AGREEMENT
 
 
This Asset Contribution Agreement (this "Agreement"), dated as of December 31,  2013, is between Ohio Power Company, an Ohio corporation ("Transferor"), and AEP Generation Resources Inc., a Delaware corporation ("Transferee").  Collectively, Transferee and Transferor may be referred to herein as the "Parties" and each, individually, as a "Party."
 
W I T N E S S E T H
 
WHEREAS, Transferor owns or holds interests in certain electric generating plants and related facilities in the states of Ohio and West Virginia; leases for barges, towboats and railcars utilized in connection with the delivery of coal and other products to Transferor’s generating plants;  and certain other assets, improvements, equipment, properties (both tangible, including real and personal property, and intangible), and rights associated therewith or ancillary thereto, all as more specifically described herein.
 
WHEREAS, Transferor desires to transfer and assign to Transferee, and Transferee desires to acquire and assume from Transferor, the Transferred Assets (as hereinafter defined) and certain liabilities, upon the terms and conditions hereinafter set forth;
 
WHEREAS, concurrently with, and as a condition to, the execution and delivery of this Agreement, Transferor and Transferee are executing and delivering an Assumption Agreement, pursuant to which, and subject to the terms and conditions thereof, Transferor has agreed to assign and Transferee has agreed to assume, concurrently with the closing of the transactions contemplated herein, certain liabilities of Transferor as described therein;
 
WHEREAS, Transferor and Transferee intend that the transfer of the Transferred Assets contemplated herein qualify as contributions to capital under Section 351 of the Internal Revenue Code of 1986, as amended; and
 
WHEREAS, Transferor directly owns all of the outstanding capital stock of Transferee.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations and warranties hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows:
 
 
1

 
ARTICLE I
 
DEFINITIONS
      Section 1.01 Definitions.
 
        (a) As used in this Agreement, the following terms have the following meanings:
 
"Affiliate" means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.  The term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
 
"Ancillary Agreements" means the Assumption Agreement, the Asset Transfer Agreement, the Deeds, the Assignment of Easements and Rights of Way, the Assignment of Real Property Leases, the Assignment of Contracts and any other agreements or instruments entered into between the Parties with respect to the transactions contemplated by this Agreement.
 
"Asset Transfer Agreement" means the Asset Transfer Agreement to be executed and delivered at Closing by Transferor to Transferee in substantially the form attached hereto as Exhibit E.
 
"Assignment of Contracts" means the Assignment of Contracts agreement to be entered into between Transferor and Transferee at Closing in substantially the form attached hereto as Exhibit A.
 
"Assignment of Easements and Rights of Way" means the Assignments of Easements and Rights of Way agreements to be entered into between Transferor and Transferee at Closing in substantially the form attached hereto as Exhibit B.
 
"Assignment of Real Property Leases" means the Assignment of Real Property Leases agreements to be entered into by and between Transferor and Transferee at Closing in substantially the form attached hereto as Exhibit C.
 
"Assumed Liabilities" has the meaning set forth in Section 2.03.
 
 
2

 
"Assumed Payables" means those payables owed by Transferor with respect to the Transferred Assets as generally set forth in Schedule 1.01.
 
"Assumption Agreement" means the Assumption Agreement to be entered into between Transferor and Transferee at Closing in substantially the form attached hereto as Exhibit D.
 
"Business Day" means a day other than a Saturday, Sunday or day on which banks are permitted or required to remain closed in the state of Ohio.
 
"Cardinal Stock" means fifty percent of the outstanding capital stock of the Cardinal Operating Company.
 
"Central Coal Stock" means fifty percent of the outstanding capital stock of the Central Coal Company.
 
"CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time.
 
"Closing" has the meaning set forth in Section 3.03.
 
"Closing Date" has the meaning set forth in Section 3.03.
 
Conesville Stock" means the outstanding capital stock of the Conesville Coal Preparation Company, a wholly owned subsidiary of Transferor.
 
"Contracts" has the meaning set forth in Section 4.01(i).
 
"CWIP" has the meaning set forth in the definition of "Improvements".
 
"Debt" means the long-term and short-term debt owed by Transferor as described in Schedule 1.03.
 
"Deeds" means those certain deeds to be executed and delivered at Closing by Transferor to Transferee.
 
"Deferred Tax Assets" means the Transferor’s deferred tax assets relating to the Transferred Assets or any assumed Liability that is carried on its books.
 
"Deferred Tax Liability" means the Transferor’s deferred tax liability relating to the Transferred Assets or any assumed Liability that is carried on its books.
 
"Easements and Rights of Way" means the easements and rights of way as described in Schedule 1.04.
 
"Effective Time" has the meaning set forth in Section 3.03.
 
 
3

 
"Emissions Allowances" means all authorizations issued to Transferor by a Governmental Authority pursuant to a statutory or regulatory program promulgated by a Governmental Authority pursuant to which air emissions sources subject to the program are authorized to emit a prescribed quantity of air emissions.
 
"Encumbrance" means any security interest, pledge, mortgage, lien, charge, option to purchase, lease, claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance of any kind or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or title retention agreement).
 
"Environment" means soil, land surface, or subsurface strata, surface waters (including navigable waters, streams, ponds, drainage basins, reservoirs and wetlands), ground waters, stream sediments, ambient air, plant and animal life, and any other environmental medium or natural resource.            
 
"Environmental Condition" means the presence or Release to the Environment, whether at the Real Property, the Leased Real Property or real property covered by the Easements and Rights of Way or otherwise, of Hazardous Substances, including any migration of Hazardous Substances through air, soil or groundwater at, to or from the Real Property, the Leased Real Property or the real property covered by the Easements and Rights of Way or at, to or from any Off-Site Location, regardless of when such presence or Release occurred or is discovered.
 
"Environmental Laws" means all (i) Laws relating to pollution or protection of the environment, natural resources or human health and safety, including Laws relating to Releases or threatened Releases of Hazardous Substances or otherwise relating to the manufacture, formulation, generation, processing, distribution, use, treatment, storage, Release, transport, remediation, abatement, cleanup or handling of Hazardous Substances; (iii) Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances; and (iii) Laws relating to the management or use of natural resources.
 
"Environmental Permits" has the meaning set forth in Section 4.01(g).
 
"Excluded Assets" has the meaning set forth in Section 2.02.
 
"Excluded Liabilities" has the meaning set forth in Section 2.04.
 
 
4

 
"FERC" means the Federal Energy Regulatory Commission.
 
"Franklin Real Property" means that certain real property held by Franklin Real Estate Company, a wholly owned subsidiary of the Parent, as agent for and for the benefit of Transferor’s electric generation assets as more specifically described in Schedule 1.05.
 
"Generating Plants" means the electric generating plants, including all related equipment and facilities, described in Schedule 1.06 that is owned by Transferor or in which Transfer holds a direct or indirect ownership interest.
 
"Generation Transmission Assets" has the meaning set forth in Section 2.01(t).
 
"Good Utility Practice" means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods or acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition.
 
"Governmental Authority" means any: (i) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign, or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (iv) multi-national organization or body; or (v) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.
 
"Hazardous Substances" means (i) any petrochemical or petroleum products, oil or coal ash, radioactive materials, radon gas, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and transformers or other equipment that contain dielectric fluid which may contain levels of polychlorinated biphenyls; (ii) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "hazardous constituents," "restricted hazardous materials," "extremely hazardous substances," "toxic substances," "contaminants," "pollutants," "toxic pollutants," or words of similar meaning and regulatory effect under any applicable
 
 
5

 
 
 Environmental Law; and (iii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any applicable Environmental Law.
 
"Improvements" means all buildings, structures, machinery and equipment (including all fuel handling and storage facilities), fixtures, construction work in progress ("CWIP"), and other improvements, including all piping, cables and similar equipment forming part of the mechanical, electrical, plumbing or HVAC infrastructure of any building, structure or equipment, located on and affixed to the Real Property, the Leased Real Property and the Easements and Rights of Way.
 
"Intellectual Property" means all of the following and similar intangible property and related proprietary rights, interests and protections, however arising, (i) all software necessary to operate or maintain the Transferred Assets, (ii) confidential information, formulas, designs, devices, technology, know-how, research and development, inventions, methods, processes, compositions and other trade secrets, whether or not patentable and (iii) patented and patentable designs and inventions, all design, plant and utility patents, letters patent, utility models, pending patent applications and provisional applications and all issuances, divisions, continuations, continuations-in-part, reissues, extensions, reexaminations and renewals of such patents and applications.
 
"Inventories" means (i) all inventories of fuels and consumables owned by Transferor for use at the Generating Plants, whether located on Real Property, Leased Real Property or the Easements and Rights of Way associated with the Generating Plants or in transit thereto or stored offsite and (ii) all materials and supplies, including without limitation, spare parts, owned by Transferor for use at or in connection with the Generating Plants, the Rail Transportation Assets and the River Transportation Assets.
 
"Knowledge" means the actual and current knowledge of the corporate officer or officers of the specified Person charged with responsibility for the particular function as of the date of this Agreement, or, with respect to any certificate delivered pursuant to this Agreement, the date of delivery of the certificate, without any implication of verification or investigation concerning such knowledge.
 
"Laws" means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of the United States, any foreign country and any
 
 
6

 
 
domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.
 
"Leased Real Property" has the meaning set forth in Section 4.01(e)(i).
 
"Liability" means any liability or obligation, whether known or unknown, whether asserted or not asserted, whether absolute or contingent, whether accrued or not accrued, whether liquidated or not liquidated, whether incurred or consequential, and whether due or to become due.
 
"Material Adverse Effect" means (i) any event, circumstance or condition materially impairing the ability of Transferor to perform its obligations under this Agreement or any Ancillary Agreement or (ii) any change in or effect on the Transferred Assets that is materially adverse to the Transferred Assets, other than (a) any change resulting from changes in the international, national, regional or local wholesale or retail markets for electricity, (b) any change resulting from changes in the international, national, regional or local markets for fuel or consumables used at the Generating Plants, (c) any change resulting from changes in the North American, national, regional or local electric transmission system, and (d) any change in Law generally applicable to similarly situated Persons.
 
"Net Book Value" means an amount in dollars, as reflected in the corresponding line item or items of the balance sheet of Transferor as of the applicable date for all Transferred Assets and all Assumed Liabilities.  With respect to the Transferred Assets, Net Book Value is equal to total Transferred Assets net of accumulated depreciation or amortization as appropriate.
 
"Off-Site Location" means any real property other than the Real Property, the Leased Real Property or real property covered by the Easements and Rights of Way.
 
"Organizational Documents" means (i) the articles or certificate of incorporation and the bylaws of a corporation; (ii) the limited liability company or operating agreement and certificate of formation of a limited liability company; (iii) the partnership agreement and any statement of partnership of a general partnership; (iv) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (v) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person, and (vi) any amendment to any of the foregoing.
 
"Parent" means American Electric Power Company, Inc.
 
 
7

 
"Party" has the meaning set forth in the first paragraph of this Agreement.
 
"PCRB Support Notes" has the meaning set forth in Section 2.03(e).
 
"Permits" has the meaning set forth in Section 4.0l(k).
 
"Permitted Encumbrances" means: (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Encumbrances arising or incurred in the ordinary course of business that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) Encumbrances for Taxes not yet due or which are being contested in good faith by appropriate proceedings and that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected to have a Material Adverse Effect; (iv) leases, subleases and similar agreements, and liens of any landlord or other third party on property over which Transferor has easement rights or on any Leased Real Property and subordination or similar agreements relating thereto; (v) leases, mineral reservations and conveyances, easements, covenants, rights-of-way and other similar restrictions of record; (vi) any conditions that may be shown by a current, accurate survey or physical inspection of the Real Property or the Leased Real Property made prior to the Closing;  (vii) zoning, planning, conservation restriction and other land use and environmental regulations by Governmental Authorities; (viii) the respective rights and obligations of the Parties under this Agreement and the Ancillary Agreements; (ix) Encumbrances resulting from legal proceedings being contested in good faith by appropriate proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (x) other Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
"Person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Authority.
 
"Pollution Control Revenue Bonds" means the pollution control bonds held by the public and identified in Schedule 1.07.
 
"Rail Transportation Assets" means the railcar leases and associated rail equipment and facilities described in Schedule 1.08.
 
 
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"Real Property" has the meaning set forth in Section 2.01(c).
 
"Real Property Leases" has the meaning set forth in Section 4.01(e)(i).
 
"Release" means any release, spill, leak, discharge, disposal of, pumping, pouring, emitting, emptying, injecting, leaching, dumping or allowing to escape into or through the environment.
 
"River Transportation Assets" means the barges and towboats leases, including associated equipment and facilities, described in Schedule 1.09.
 
"Tax" means all federal, state, local and foreign taxes, charges, fees, levies, imposts, duties or other assessments, including, without limitation, income, gross receipts, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, windfall profits, environmental (including taxes under Code Section 59A), premium, federal highway use, commercial rent, customs duties, capital stock, paid up capital, profits, withholding, social security, single business and unemployment, disability, real property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated, or other tax or governmental fee of any kind whatsoever, imposed or required to be withheld by any Governmental Authority, including any interest, penalties or additions thereto, whether disputed or not.
 
"Transferee" has the meaning set forth in the first paragraph of this Agreement.
 
"Transferor" has the meaning set forth in the first paragraph of this Agreement.
 
"Transferor Held Stock" means, collectively, the Cardinal Stock, the Central Coal Stock and the Conesville Stock.
 
"Transferor's Retained Real Property" has the meaning set forth in Section 2.02(a).
 
"Transferred Assets" has the meaning set forth in Section 2.01.
 
(b) Interpretation.  In this Agreement, unless otherwise specified or where the context otherwise requires:
 
(i) a reference, without more, to a recital is to the relevant recital to this Agreement, to an Article or Section is to the relevant Article or Section of this Agreement, and to a Schedule or Exhibit is to the relevant Schedule or Exhibit to this Agreement;
 
(ii) words importing any gender shall include other genders;
 
 
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(iii) words importing the singular only shall include the plural and vice versa;
 
(iv) the words "include," "includes" or "including" shall be deemed to be followed by the words "without limitation;"
 
(v) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;
 
(vi) reference to any applicable Law means, if applicable, such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder;
 
(vii) "or" is used in the inclusive sense of "and/or;"
 
(viii) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto;
 
(ix) the words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; and
 
(x) references to any party hereto or any other agreement or document shall include such party's successors and permitted assigns, but, if applicable, only if such successors and assigns are not prohibited by this Agreement.
 

 
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ARTICLE II
 
TRANSFER OF ASSETS
 
 
Section 2.01 Transfer of Assets.  Upon the terms and conditions set forth in this Agreement, at the Closing but effective as of the Effective Time, Transferor shall transfer, convey, assign and deliver to Transferee as a contribution to capital, and Transferee shall acquire and assume from Transferor as a contribution to capital, free and clear of all Encumbrances other than Permitted Encumbrances, all of Transferor's right, title and interest to the following described assets (the “Transferred Assets”):
 
(a) the Generating Plants;
 
(b) reserved;
 
(c) the real property (including the Improvements) described in Schedule 2.01(c) (and together with the Franklin Real Property, the “Real Property”);
 
(d) the Real Property Leases (including the Improvements);
 
(e) the Easements and Rights of Way (including the Improvements);
 
(f) the River Transportation Assets;
 
(g) the Rail Transportation Assets;
 
(h) all Inventories;
 
(i) the Contracts;
 
(j) the Permits;
 
(k) the Environmental Permits;
 
(l) the Intellectual Property;
 
(m) the Emissions Allowances;
 
(n) the Deferred Tax Assets;
 
(o) the Transferor Held Stock;
 
 
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(p) all vehicles, equipment, machinery, furniture and other tangible personal property located on or at the Real Property, the Leased Real Property and the Easements and Rights of Way, a partial list of which is described on Schedule 2.01(p);
 
(q) the other assets described in Schedule 2.01(q);
 
(r) all unexpired, transferable warranties and guarantees from manufacturers, vendors and other third parties with respect to any Improvement or item of real or tangible personal property constituting part of the Transferred Assets;
 
(s) all books, purchase orders, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures, studies, reports, equipment repair, safety, maintenance or service records, and similar items (subject to the right of Transferor to retain copies of same for its use), other than such items that are proprietary to third parties and accounting records (to the extent that any of the foregoing is contained in an electronic format, Transferor shall reasonably cooperate with Transferee to transfer such items to Transferee in a format that is reasonably acceptable to Transferee);
 
(t)  the electrical transmission facilities associated with the Generating Plants  located at or forming part of the Generating Plants, including all energized switchyard facilities on the generation asset side of the appropriate interconnection points and real property directly associated therewith, all substation facilities and support equipment, as well as all permits, contracts and warranties related thereto, including those certain assets and facilities specifically identified on Schedule 2.01(t) (the "Generation Transmission Assets");
 
(u) without limitation of any of the foregoing, Transferor is transferring to Transferee all of Transferor's right, title and interest in and to all power generation function equipment including, but not limited to, generation step-up transformers, turbine-generators, plant power distribution equipment and such unit auxiliary transformers, forced draft fans, coal handling facilities, precipitator facilities, and protection and control equipment and systems that are associated with the Generating Plants;
 
 
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(v) the rights of Transferor in and to any causes of action against third parties relating to the Transferred Assets or any part thereof, including any claim for refunds (but excluding any refund, credit, penalty, payment, adjustment or reconciliation related to Taxes paid or due for periods ending prior to the Effective Time in respect of the Transferred Assets, whether such refund, credit, penalty, payment, adjustment or reconciliation is received as a payment or, subject to Section 3.02, as a credit against future Taxes payable), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as a payment or credit against future liabilities, relating specifically to Transferred Assets and relating to any period ending prior to, on or after the Effective Time;
 
(w) the rights of Transferor in, to and under all contracts, agreements, arrangements, permits or licenses of any nature and related to the Transferred Assets which are not expressly excluded pursuant to Section 2.02 and of which the obligations of Transferor thereunder are not expressly excluded by Transferee pursuant to Section 2.04; and
 
(x) to the extent not otherwise described in this Section 2.01, all other assets and property, whether real or personal, tangible or intangible, that are associated with or used in connection with ownership and operation of the Generating Assets, the Rail Transportation Assets and the River Transportation Assets.
 
Section 2.02 Excluded Assets.  Notwithstanding anything to the contrary contained in Section 2.01 or elsewhere in this Agreement, nothing in this Agreement shall constitute or be construed as conferring on Transferee, and Transferee is not acquiring, any right, title or interest in and to (i) any properties, assets, business, operation, or division of Transferor or any of its Affiliates (other than Transferee) not expressly set forth in Section 2.01 or (ii) the following specific assets of Transferor that may be associated with the Transferred Assets, but which are specifically excluded from the transfer contemplated hereunder. Such assets, properties and rights are excluded from the Transferred Assets and shall remain the property of Transferor after the Closing (collectively, the "Excluded Assets"):
 
(a) the Transferor's real property and interests in real property, other than the portion thereof comprised of the Real Property, the Leased Real Property and the Easements and
 
 
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Rights of Way to be conveyed by the Deeds, the Assignment of Leased Real Property and the Assignments of Easements and Rights of Way (the "Transferor's Retained Real Property");
 
(b) all cash, cash equivalents, bank deposits, deferred fuel, deferred capacity, Ohio compliance renewable energy credits, unamortized credit line fees, and any receivables related to income Taxes attributable to the income of Transferor but only to the extent any such receivables are not a Deferred Tax Asset;
 
(c) all minute books, stock transfer books, corporate seals and other corporate records;
 
(d) certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness (excluding the Debt);
 
(e) except to the extent otherwise described in the Transferred Assets, all tariffs, agreements and arrangements to which Transferor is a party for the purchase or sale of electric capacity and/or energy or for the purchase or sale of transmission or ancillary services involving the Transferred Assets or otherwise;
 
(f) all other assets and properties owned by Transferor or any of its Affiliates (other than Transferee) that do not constitute, are not used in connection with or are not ancillary to the ownership or operation of the Transferred Assets;
 
(g) all transmission facilities included in Transferor's FERC-jurisdictional rate base;
 
(h) all of Transferor’s electric distribution assets;
 
(i) Mitchell Ship Compulsory Equipped (SB) license WYZ8217; and
 
(j) the rights of Transferor under this Agreement and the Ancillary Agreements.
 
Section 2.03 Assumed Liabilities.  On the Closing Date, Transferee shall execute and deliver the Assumption Agreement, pursuant to which, among other things, Transferee shall assume all Liabilities described therein and, in addition, Transferee shall assume the following Liabilities (collectively, the "Assumed Liabilities"):
 
 
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(a) on the terms and subject to the conditions set forth in this Agreement, at the Closing, Transferee shall assume and become responsible for, and shall thereafter pay, perform and discharge as and when due the Liabilities arising under or related to the Transferred Assets whether arising from, or relating to, periods prior to, on or after the Effective Time;
 
(b) all Liability of Transferor with respect to the Assumed Payables;
 
(c) all Liability of Transferor with respect to the Debt to the extent relating to periods of time after the Effective Time;
 
(d) all Liability of Transferor with respect to the Deferred Tax Liability;
 
(e) all Liability of the Transferor with respect to its payment obligations under the Pollution Control Revenue Bonds which shall be accomplished through promissory notes from Transferee in favor of Transferor (the “PCRB Support Notes”) pursuant to which Transferee shall provide funds to Transferor in amounts sufficient for Transferor to satisfy its principal and interest obligations under the Pollution Control Revenue Bonds when due; and
 
(f) all Liability of the Transferor with respect to the property Taxes related to the Transferred Assets.
 
      2.04 Excluded Liabilities.  Notwithstanding the foregoing provisions of Section 2.03, Transferee shall not assume by virtue of this Agreement, the Assumption Agreement or any other Ancillary Agreement, or the transactions contemplated hereby or thereby, or otherwise, and shall have no liability for any of the following Liabilities or any Liability of Transferor that is not related to the Transferred Assets (the "Excluded Liabilities"):
 
(a) any Liabilities of Transferor in respect of any Excluded Assets or other assets of Transferor that are not Transferred Assets;
 
(b) any Liabilities in respect of Transferor's current income Taxes and any other Taxes not otherwise assumed pursuant to Section 2.03(d) and (e);
 
(c) any fines and penalties imposed by any Governmental Authority resulting from any act or omission by Transferor and not related to the Transferred Assets; and
 
 
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(d) any Liability of Transferor arising as a result of its execution and delivery of this Agreement or any Ancillary Agreement, the performance of its obligations hereunder or thereunder, or the consummation by Transferor of the transactions contemplated hereby or thereby.
 
ARTICLE III
 
ASSET TRANSFER; CLOSING
 
 
Section 3.01 Asset Transfer.  Transferor shall transfer to Transferee the Transferred Assets and the Assumed Liabilities at Net Book Value as of the Effective Time.  In the event that final amounts for the Net Book Value of the Transferred Assets or the Assumed Liabilities are not available on the Closing Date, the final Net Book Value of the Transferred Assets or the Assumed Liabilities, as applicable, shall be determined and agreed to by Transferee and Transferor within ninety (90) days after the Closing Date.  Transferor and Transferee agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm the final Net Book Value of the Transferred Assets and the Assumed Liabilities.
 
Section 3.02 Proration.
 
(a) Transferee and Transferor agree that all of the items normally prorated, including those listed below, relating to the business and operation of the Transferred Assets shall be prorated as of the Effective Time, with Transferor liable to the extent such items relate to any time period through the Effective Time, and Transferee liable to the extent such items relate to periods subsequent to the Effective Time:
 
(i) personal property, real estate, occupancy and any other Taxes, assessments and other charges, if any, on or with respect to the business and operation of the Transferred Assets.  Provided, however, that the Parties shall not prorate any Taxes, assessments or charges relating to the Transferred Assets that are to be assumed by Transferee pursuant to Section 2.03;
 
(ii) rent, Taxes and other items payable by or to Transferor under any of the Contracts to be assigned to and assumed by the Transferee hereunder; and
 
 
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(iii) sewer rents and charges for water, telephone, electricity and other utilities.
 
(b) In connection with such proration, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the actual amount of such Taxes or fees for the preceding year (or appropriate period) for which actual Taxes or fees are available and such Taxes or fees shall be re-prorated upon request of either the Transferor or the Transferee made within ninety (90) days after the date that the actual amounts become available. Transferor and Transferee agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 3.02.
 
Section 3.03 Closing.  The transfer, assignment, conveyance and delivery of the Transferred Assets, and the consummation of the other transactions contemplated by this Agreement, shall take place at a closing (the "Closing") to be held at the offices of American Electric Power, 1 Riverside Plaza, Columbus, Ohio 43215 at a time mutually acceptable to the Parties on the date of the execution and delivery of this Agreement by each of the Parties (the "Closing Date").  The Closing shall be effective for all purposes as of December 31, 2013 at 11:50 p.m. EST (the "Effective Time").
 
Section 3.04 Closing Deliveries.
 
(a) At the Closing, Transferor will deliver, or cause to be delivered, to Transferee the following items:
 
(i) possession of the Transferred Assets;
 
(ii) an original of each of the Deeds, duly executed and acknowledged by Transferor;
 
(iii) an original of the Asset Transfer Agreement duly executed by Transferor;
 
(iv) an original of the Assumption Agreement duly executed by Transferor;
 
 
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(v) an original of each Assignment of Easements and Rights of Way duly executed by Transferor;
 
(vi) an original of each Assignment of Real Property Leases duly executed by Transferor;
 
(vii) an original of the Assignment of Contracts and Leases duly executed by Transferor; and
 
(viii) such other documents as are contemplated by this Agreement or as the Transferee may reasonably request to carry out the purposes of this Agreement.
 
(b) At the Closing, Transferee will deliver, or cause to be delivered, to Transferor the following items:
 
(i) an original of the Asset Transfer Agreement duly executed by Transferee;
 
(ii) an original of the Assumption Agreement duly executed by Transferee;
 
(iii) an original of each Assignment of Easements and Rights of Way duly executed by Transferee;
 
(iv) an original of each Assignment of Real Property Leases duly executed by Transferee;
 
(v) an original of the Assignment of Contracts duly executed by Transferee;
 
(vi)  the PCRB Support Notes duly executed by Transferee; and
 
(vii) such other documents as are contemplated by this Agreement or as the Transferor may reasonably request, including vehicle titles, to consummate the transactions contemplated hereby.
 
(c) Transferee may direct the Transferor at Closing to assign or transfer any portion of the Transferred Assets directly to one or more of its affiliates.
 
 
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ARTICLE IV
 
REPRESENTATIONS AND WARRANTIES

 
Section 4.01 Representations and Warranties of Transferor.  Transferor represents and warrants to Transferee as follows:
 
(a) Organization and Good Standing; Qualification.  Transferor is a corporation duly formed, validly existing and in good standing under the laws of the state of Ohio.  Transferor has all requisite power and authority to own, lease or operate the Transferred Assets and to carry on its business as it is now being conducted.
 
(b) Authority and Enforceability.  Transferor has full power and authority to execute and deliver, and carry out its obligations under, this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by Transferor of this Agreement and each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of Transferor. Assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement to which it is a party by Transferee, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding obligation of Transferor, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting the rights and remedies of creditors generally and by general principles of equity.
 
(c) No Violation; Consents and Approvals.
 
(i) neither the execution, delivery and performance by Transferor of this Agreement and each Ancillary Agreement to which it is a party, nor the consummation by Transferor of the transactions contemplated hereby and thereby, will (i) conflict with or result in any breach of any provision of the Organizational Documents of Transferor; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Transferor is a party or by which it or any of the Transferred Assets may be bound, except for any such defaults or consents (or
 
 
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rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (iii) constitute a violation of any law, regulation, order, judgment or decree applicable to Transferor, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
(ii) Transferor has obtained all consents and approvals from each Governmental Authority necessary for the execution, delivery and performance of this Agreement by Transferor or of any Ancillary Agreement to which Transferor is a party, or the consummation by Transferor of the transactions contemplated hereby and thereby, other than such consents and approvals which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
(d) Insurance.  All material policies of property, liability, workers' compensation and other forms of insurance owned or held by, or on behalf of, Transferor and insuring the Transferred Assets are in full force and effect, all premiums with respect thereto covering all periods up to and including the date hereof have been paid (other than retroactive premiums), and no notice of cancellation or termination has been received with respect to any such policy which was not replaced on substantially similar terms prior to the date of such cancellation.
 
(e) Leased Real Property.
 
(i) Schedule 4.01(e) sets forth a description of each lease of real property held by Transferor (the “Real Property Leases”) and the real property covered thereby (the "Leased Real Property") that is to be transferred as contemplated herein by Transferor to Transferee (but specifically excluding the Transferor's Retained Real Property).
 
(ii) Each Real Property Lease (a) constitutes a legal, valid and binding obligation of Transferor and, to Transferor's Knowledge, constitutes a valid and binding obligation of the other parties thereto and (b) is in full force and effect and Transferor has not delivered or received any written notice of termination thereunder.
 
(iii) There is not under any Real Property Lease any default or event which, with notice or lapse of time or both, (a) would constitute a default by Transferor or, to
 
 
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Transferor's Knowledge, any other party thereto, (b) would constitute a default by Transferor or, to Transferor's Knowledge, any other party thereto which would give rise to an automatic termination, or the right of discretionary termination, thereof, or (c) would cause the acceleration of any of Transferor's obligations thereunder or result in the creation of any Encumbrance (other than any Permitted Encumbrance) on any of the Transferred Assets. There are no claims, actions, proceedings or investigations pending or, to the Knowledge of Transferor, threatened against Transferor or any other party to any Real Property Lease before any Governmental Authority or body acting in an adjudicative capacity relating in any way to any Real Property Lease or the subject matter thereof. Transferor has no Knowledge of any defense, offset or counterclaim arising under any Real Property Lease.
 
(f) Title; Condition of Assets.
 
(i) Subject to Permitted Encumbrances, Transferor holds title to the Real Property and the Easements and Rights of Way and has good and valid title thereto and to the other Transferred Assets that it purports to own or in which it has an interest, free and clear of all Encumbrances.
 
(ii) The tangible assets (real and personal) at, related to, or used in connection with Generating Plants and the Generation Transmission Assets, taken as a whole, (a) are in good operating and usable condition and repair, free from any defects (except for ordinary wear and tear, in light of their respective ages and historical usages, and except for such defects as do not materially interfere with the use thereof in the conduct of the normal operation and maintenance of the Transferred Assets taken as a whole) and (b) have been maintained consistent with Good Utility Practice.
 
(iii) Transferor owns and possesses all right, title and interest in and to the Transferor Held Stock free and clear of all Encumbrances.
 
(g) Environmental Matters.  Section I of Schedule 4.01(g) lists all material Environmental Permits.  Except as disclosed in Section II of Schedule 4.01(g):
 
(i) Transferor holds, and is in compliance with, all permits, certificates, certifications, licenses and other authorizations issued by Governmental Authorities under Environmental Laws that are required for Transferor to conduct the business and
 
 
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operations of the Transferred Assets (collectively, "Environmental Permits"), and Transferor is otherwise in compliance with all applicable Environmental Laws with respect to the business and operations of the Transferred Assets, except for any such failures to hold or comply with required Environmental Permits, or such failures to be in compliance with applicable Environmental Laws, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
 
(ii) Transferor has not received any written request for information, or been notified of any violation, or that it is a potentially responsible party, under CERCLA or any other Environmental Law for contamination or air emissions at the Generating Plants, the Real Property, the Leased Real Property or the real property covered by the Easements and Rights of Way except for any such requests or notices that would result in liabilities under such laws as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and there are no claims, actions, proceedings or investigations pending or, to the Knowledge of Transferor, threatened against Transferor before any Governmental Authority or body acting in an adjudicative capacity relating in any way to any Environmental Laws or against Transferor or Parent concerning contamination or air emissions at the Generating Plants, the Real Property, the Leased Real Property or the real property covered by the Easements and Rights of Way;
 
(iii) no Environmental Condition exists that is reasonably expected to have a Material Adverse Effect; and
 
(iv) There are no outstanding judgments, decrees or judicial orders relating to the Transferred Assets regarding compliance with any Environmental Law or to the investigation or cleanup of Hazardous Substances under any Environmental Law relating to the Transferred Assets, except for such outstanding judgments, decrees or judicial orders as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
The representations and warranties made in this Section 4.01(g) are the exclusive representations and warranties of Transferor relating to environmental matters.
 
 
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(h) Condemnation.  There are no pending or, to the Knowledge of Transferor, threatened proceedings or governmental actions to condemn or take by power of eminent domain all or any part of the Transferred Assets.
 
(i) Contracts.
 
(i) Schedule 4.01(i) lists all written contracts, agreements, licenses (other than Environmental Permits, Permits or Intellectual Property) or personal property and non-real property leases (including the barge and boat leases comprising a part of the River Transportation Assets and the railcar leases comprising part of the Rail Transportation Assets) that are material to the business or operations of the Transferred Assets (the “Contracts”).
 
(ii) Each Contract (a) constitutes a legal, valid and binding obligation of Transferor and, to Transferor's Knowledge, constitutes a valid and binding obligation of the other parties thereto and (b) is in full force and effect and Transferor has not delivered or received any written notice of termination thereunder.
 
(iii) There is not under any Contract and Lease any default or event which, with notice or lapse of time or both, (a) would constitute a default by Transferor or, to Transferor's Knowledge, any other party thereto, (b) would constitute a default by Transferor or, to Transferor's Knowledge, any other party thereto which would give rise to an automatic termination, or the right of discretionary termination, thereof, or (c) would cause the acceleration of any of Transferor's obligations thereunder or result in the creation of any Encumbrance (other than any Permitted Encumbrance) on any of the Transferred Assets. There are no claims, actions, proceedings or investigations pending or, to the Knowledge of Transferor, threatened against Transferor or any other party to any Contract before any Governmental Authority or body acting in an adjudicative capacity relating in any way to any Contract or the subject matter thereof. Transferor has no Knowledge of any defense, offset or counterclaim arising under any Contract.
 
(j) Legal Proceedings.  Except as set forth on Schedule 4.01(j) there are no actions or proceedings pending or, to the Knowledge of Transferor, threatened against Transferor before any court, arbitrator or Governmental Authority, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.  Other than as set forth in Section 4.01(g)(iv), Transferor is not subject to any outstanding judgments, rules, orders, writs,
 
 
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injunctions or decrees of any court, arbitrator or Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
 
(k) Permits.
 
(i) Transferor has all permits, licenses, franchises and other governmental authorizations, consents and approvals (other than Environmental Permits, which are addressed in Section 4.0l(g)) necessary to own and operate the Transferred Assets (collectively, "Permits"), except where any failures to have such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Transferor has not received any written notification that Transferor is in violation, nor does Transferor have Knowledge of any violations, of any such Permits, or any Law or judgment of any Government Authority applicable to Transferor with respect to the Transferred Assets, except for violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
(ii) Schedule 4.01(k) lists all material Permits (other than Environmental Permits).
 
(l) Taxes.  To the Knowledge of Transferor, Transferor has filed all Tax Returns that are required to be filed by it with respect to any Tax relating to the Transferred Assets, and Transferor has paid all Taxes that have become due as indicated thereon, except where such Tax is being contested in good faith by appropriate proceedings, or where any failures to so file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  There are no Encumbrances for Taxes on the Transferred Assets that are not Permitted Encumbrances.
 
(m) Intellectual Property.  Transferor has such ownership of or such rights by license or other agreement to use all Intellectual Property necessary to permit Transferor to conduct its business with respect to the Transferred Assets as currently conducted, except where any failures to have such ownership, license or right to use would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Transferor is not, nor has Transferor received any notice that Transferor is, in default (or with the giving of notice or lapse of time or both, would be in default) under any contract to use such Intellectual Property, and
  
 
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there are no material restrictions on the transfer of any material contract, or any interest therein, held by Transferor in respect of such Intellectual Property.  Transferor has not received notice that it is infringing any Intellectual Property of any other Person in connection with the operation or business of the Transferred Assets.
 
(n) Compliance with Laws.  Transferor is in compliance with all applicable Laws with respect to the ownership or operation of the Transferred Assets, except where any such failures to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
(o) Limitation of Representations and Warranties.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND IN ANY ANCILLARY AGREEMENT, TRANSFEROR IS NOT MAKING, AND HEREBY DISCLAIMS, ANY OTHER REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING TRANSFEROR OR THE TRANSFERRED ASSETS OR ANY PART THEREOF.
 
Section 4.02 Representations and Warranties of Transferee.  Transferee represents and warrants to Transferor as follows:
 
(a) Organization and Good Standing.  Transferee is a corporation duly formed, validly existing and in good standing under the laws of the state of Delaware and has all requisite power and authority to own, lease or operate its properties and to carry on its business as it is now being conducted.
 
(b) Authority and Enforceability.  Transferee has full power and authority to execute and deliver and carry out its obligations under this Agreement and each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by Transferee of this Agreement and each such Ancillary Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action by Transferee.  Assuming the due authorization, execution and delivery of this Agreement and each such Ancillary Agreement by the other party or parties thereto, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding obligation of Transferee, enforceable
 
 
25

 
against Transferee in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting the rights and remedies of creditors generally and by general principles of equity.
 
(c) No Violation; Consents and Approvals.
 
(i) Neither the execution, delivery and performance by Transferee of this Agreement and each Ancillary Agreement to which Transferee is a party, nor the consummation by Transferee of the transactions contemplated hereby and thereby, will (a) conflict with or result in any breach of any provision of the Organizational Documents of Transferee; (b) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Transferee is a party or by which any of their respective material properties or assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements; or (c) constitute a violation of any law, regulation, order, judgment or decree applicable to Transferee, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements.
 
(ii) Transferee has obtained all consents and approvals from each Governmental Authority or other Person necessary for the execution and delivery of this Agreement or any Ancillary Agreement by Transferee, or the consummation by Transferee of the transactions contemplated hereby and thereby, except for any such consents and approvals which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements.
 
(d) Legal Proceedings.  There are no actions or proceedings pending or, to the Knowledge of Transferee, threatened against Transferee before any court, arbitrator or
 
 
26

 
Governmental Authority, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements. Transferee is not subject to any outstanding judgments, rules, orders, writs, injunctions or decrees of any court, arbitrator or Governmental Authority which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements.
 
ARTICLE V
 
CERTAIN COVENANTS AND AGREEMENTS
 
 
Section 5.01 Transfer Tax; Recording Costs.  All transfer, use, stamp, sales and similar Taxes and recording costs incurred in connection with this Agreement and the transactions contemplated hereby shall be the sole responsibility of Transferee.
 
Section 5.02 Further Assurances.
 
(a) Subject to the terms and conditions of this Agreement, Transferor and Transferee shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transfer of the Transferred Assets pursuant to this Agreement and the assumption of the Assumed Liabilities, including using commercially reasonable efforts with a view to obtaining all necessary consents, approvals and authorizations of, and making all required notices or filings with, third parties required to be obtained or made in order to consummate the transactions hereunder, including the transfer of the Environmental  Permits and the Permits to Transferee.  Neither Transferor, on the one hand, nor Transferee, on the other hand, shall, without prior written consent of the other, take or fail to take any action which might reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement.
 
(b) In the event that any portion of the Transferred Assets shall not have been conveyed to Transferee at the Closing, Transferor shall, subject to paragraphs (c) and (d) immediately below, convey such asset to Transferee as promptly as practicable after the Closing.
 
 
27

 
(c) To the extent, if any, that Transferor's rights under any Contract, Real Property Leases or Easements and Rights of Way may not be assigned without the consent of any other party thereto, which consent has not been obtained by the Closing Date, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful.  Transferor and Transferee agree that if any consent to an assignment of any Contract, Real Property Lease or Easement and Right of Way has not been obtained at the Closing Date, or if any attempted assignment would be ineffective or would impair Transferee's rights and obligations under the Contract, Real Property Lease or Easement and Right of Way in question, so that Transferee would not in effect acquire the benefit of all such rights and obligations, Transferor, at its option and to the maximum extent permitted by law and such Contract, Real Property Lease or Easement and Right of Way, shall, after the Closing Date, (i) appoint Transferee to be Transferor's agent with respect to such Contract, Real Property Lease or Easement and Right of Way or (ii) to the maximum extent permitted by law and such Contract, Real Property Lease or Easement and Right of Way, enter into such reasonable arrangements with Transferee or take such other commercially reasonable actions to provide Transferee with the same or substantially similar rights and obligations of such Contract, Real Property Lease or Easement and Right of Way.  From and after the Closing Date, Transferor and Transferee shall cooperate and use commercially reasonable efforts to obtain an assignment to Transferee of any such Contract, Real Property Lease or Easement and Right of Way.
 
(d) To the extent that Transferor's rights under any warranty or guaranty described in Section 2.01(r) may not be assigned without the consent of another Person, which consent has not been obtained by the Closing Date, this Agreement shall not constitute an agreement to assign the same, if an attempted assignment would constitute a breach thereof or be unlawful. The Parties agree that if any consent to an assignment of any such warranty or guaranty has not been obtained or if any attempted assignment would be ineffective or would impair Transferee's rights and obligations under the warranty or guaranty in question, so that Transferee would not in effect acquire the benefit of all such rights and obligations, Transferor shall use commercially reasonable efforts to the extent permitted by law and such warranty or guaranty, to enforce such warranty or guaranty for the benefit of Transferee to the maximum
 
 
28

 
extent possible so as to provide Transferee with the benefits and obligations of such warranty or guaranty.  Notwithstanding the foregoing, Transferor shall not be obligated to bring or file suit against any third party, provided that if Transferor determines not to bring or file suit after being requested by Transferee to do so, Transferor shall assign, to the extent permitted by law or any applicable agreement, its rights in respect of the claims so that Transferee may bring or file such suit.
 
Section 5.03 Survival.  The representations and warranties of the Parties contained herein shall survive for a period of three years from the Closing Date and thereafter shall be of no further force and effect.
 
Section 5.04 Indemnification by Transferor.  Subject to the limitation forth in Section 5.03, Transferor hereby agrees to indemnify, defend and hold harmless Transferee and its respective shareholders, directors, officers and employees from and against any damages suffered or incurred by them arising out of (i) any breach of any representation or warranty made by Transferor, (ii) any breach by Transferor of any covenant or obligation of Transferor in this Agreement and (iii) the Excluded Liabilities.
 
Section 5.05 Indemnification by Transferee.  Subject to the limitation forth in Section 5.03, Transferee hereby agrees to indemnify, defend and hold harmless Transferor and its respective shareholders, directors, officers and employees from and against any damages suffered or incurred by them arising out of (i) any breach of any representation or warranty made by Transferee, (ii) any breach by Transferee of any covenant or obligation of Transferee in this Agreement and (iii) the Assumed Liabilities.
 

 
29

 

ARTICLE VI
 
MISCELLANEOUS PROVISIONS
 

 
Section 6.01 Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given (i) on the day when delivered personally or by e-mail (with confirmation) or facsimile transmission (with confirmation), (ii) on the next Business Day when delivered to a nationally recognized overnight delivery service, or (iii) five (5) Business Days after deposited as registered or certified mail (return receipt requested), in each case, postage prepaid, addressed to the recipient Party at its address set forth below (or to such other addresses and e-mail and facsimile numbers for a Party as shall be specified by like notice; provided, however, that any notice of a change of address or e-mail or facsimile number shall be effective only upon receipt thereof):
 
If to Transferor, to:
 
Ohio Power Company
1 Riverside Plaza
Columbus, Ohio 43215
Attn: Timothy K. Light
Facsimile No.:  (614) 220-1626
Email: tklight@aep.com                                           

If to Transferee, to:
 
AEP Generation Resources Inc.
1 Riverside Plaza
Columbus, Ohio 43215
Attn: President
Facsimile No.:  (614) 716-1404
Email: cezebula@aepes.com

Section 6.02 Waiver.  The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by
 
 
30

 
applicable Law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by each other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
 
Section 6.03 Entire Agreement; Amendment; Etc.
 
(a) This Agreement and the Ancillary Agreements, including the Schedules, Exhibits, documents, certificates and instruments referred to herein or therein, embody the entire agreement and understanding of the Parties hereto in respect of the transactions contemplated by this Agreement. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or therein. This Agreement supersedes all prior or contemporaneous agreements, understandings or statements or agreements between the Parties, whether written or oral, with respect to the transactions contemplated hereby. Each Party acknowledges and agrees that no employee, officer, agent or representative of the other Party has the authority to make any representations, statements or promises in addition to or in any way different than those contained in this Agreement and the Ancillary Agreements, and that it is not entering into this Agreement or the Ancillary Agreements in reliance upon any representation, statement or promise of the other Party except as expressly stated herein or therein.
 
(b) This Agreement may not be amended, supplemented, terminated or otherwise modified except by a written agreement executed by Transferor and Transferee.
 
(c) This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
 
Section 6.04 Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and
 
 
31

 
permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by, on the one hand, Transferor, and, on the other hand, Transferee, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other Party, and any attempt to make any such assignment without such consent will be null and void. Notwithstanding the foregoing, Transferor or Transferee may assign or otherwise transfer its rights hereunder and under any Ancillary Agreement to any bank, financial institution or other lender providing financing to Transferor or Transferee, as applicable, as collateral security for such financing; provided, however, that no such assignment shall (i) impair or materially delay the consummation of the transactions contemplated hereby or (ii) relieve or discharge Transferor or Transferee, as the case may be, from any of its obligations hereunder and thereunder.
 
Section 6.05 Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
 
Section 6.06 Governing Law.  This Agreement, the construction of this Agreement, all rights and obligations between the Parties to this Agreement, and any and all claims arising out of or relating to the subject matter of this Agreement (including all tort and contract claims) will be governed by and construed in accordance with the laws of the state of Ohio, without giving effect to choice of law principles thereof.
 
Section 6.07 Counterparts: Facsimile Execution.  This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to each other Party, it being understood that the Parties need not sign the same
 
 
32

 
counterpart. This Agreement may be executed by facsimile signature(s) or signatures in portable document format.
 
Section 6.08 Schedules.  The Schedules to this Agreement are intended to be and hereby are specifically made a part of this Agreement.
 
Section 6.09 Specific Performance.  The Parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the Parties will be entitled to specific performance of the terms hereof in addition to any other remedies at law or in equity.
 

 


Signatures appear on following page

 
33

 

IN WITNESS WHEREOF, each of the Parties has caused this Asset Contribution Agreement to be executed on its behalf by its respective officer thereunto duly authorized, all as of the day and year first above written.
 
 
 
TRANSFEROR
 
OHIO POWER COMPANY
 
 
 
 By:  /s/ Timothy K. Light
   Timothy K. Light
   Vice President
 
 
 
 
TRANSFEREE
 
AEP GENERATION RESOURCES INC.
 
 
 
 By:  /s/ Charles E. Zebula
   Charles E. Zebula
   President
 
 
 
S-1

 

EXHIBIT A TO ASSET CONTRIBUTION AGREEMENT


ASSIGNMENT OF CONTRACTS

This Assignment of Contracts (this "Assignment") from Ohio Power Company, an Ohio corporation (“Assignor”), to AEP Generation Resources Inc., a Delaware corporation ("Assignee"), is executed on the __ day of December, 2013, but effective for all purposes on December ­­__, 2013  at ­­­­____ p.m. EST (the "Effective Time").  All capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Asset Contribution Agreement (as defined below).

WHEREAS, Assignor and Assignee are parties to that certain Asset Contribution Agreement dated December __, 2013 (the “Asset Contribution Agreement”).
 
WHEREAS, Assignor is a party to the contracts and agreements set forth on Exhibit A attached hereto (collectively, the "Contracts").
 
WHEREAS, pursuant to the Asset Contribution Agreement, Assignor has agreed to assign to Assignee all of its right, title and interest in and to the Contracts as hereinafter set forth.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1.  
Assignment.  Effective as of the Effective Date, Assignor, pursuant to the terms and conditions of the Asset Contribution Agreement, hereby transfers and assigns to Assignee all of Assignor’s right, title and interest in and to the Contracts listed in Exhibit A.
 
2.  
Assumption.  Assignee hereby accepts such interests in and to the Contracts and assumes and becomes responsible for, and shall hereafter pay, perform and discharge as and when due all of the Liabilities arising under the Contracts listed in Exhibit A.
 
3.  
Further Assurances.  From and after the date hereof, Assignor and Assignee shall, without further consideration, execute, deliver and take such actions as may be reasonably required of them to accomplish assignment of the Contracts and otherwise consummate the transactions contemplated by this Assignment and the Asset Contribution Agreement.
 
4.  
Subject To Asset Contribution Agreement.  This Assignment is expressly subject to the terms and conditions of the Asset Contribution Agreement.  In the event of a conflict between the terms of this Assignment and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
 
5.  
Successors and Assigns.  The terms and provisions of this Assignment shall be binding upon and inure to the benefit of the respective parties hereto, and their respective successors and assigns.
 
 
 

 
6.  
Counterparts.  This Assignment may be executed in any number of counterparts and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
 
7.  
Entire Agreement.  This Assignment, together with the Asset Contribution Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein.  The Exhibit to this Assignment is hereby incorporated and made a part hereof and is an integral part of this Assignment.
 

 
EXECUTED as of the date first set forth but effective for all purposes as of the Effective Time.
 


ASSIGNOR:

OHIO POWER COMPANY


By:  ____________________________
Name:
Title:


ASSIGNEE:

AEP GENERATION RESOURCES INC.


By: ______________________________
Name:
Title:




 
2

 

EXHIBIT A

CONTRACTS



All of Assignor’s interest in and to the following contracts and agreements are being assigned:

 
 
 

 

EXHIBIT B TO ASSET CONTRIBUTION AGREEMENT


ASSIGNMENT OF EASEMENTS AND RIGHTS OF WAY


This Assignment of Easements and Rights of Way (this "Assignment") from Ohio Power Company, an Ohio corporation (“Assignor”), to AEP Generation Resources Inc., a Delaware corporation (“Assignee”), is executed on the dates set forth in the respective notary certifications below, but effective for all purposes on December ­­__ at ____ p.m. EST (the "Effective Time").

WHEREAS, Assignor and Assignee are parties to that certain Asset Contribution Agreement dated December__, 2013 (the “Asset Contribution Agreement”).
 
WHEREAS, Assignor has acquired certain easements and rights of way used by it in connection with its electric generating facilities on lands situated in various counties pursuant to those easement and rights of way agreements set forth on Exhibit A attached hereto (collectively, the "Easements and Rights of Way").
 
WHEREAS, pursuant to the Asset Contribution Agreement, Assignor has agreed to assign to Assignee all of its right, title and interest in and to the Easements and Rights of Way as hereinafter set forth.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1.  
Assignment.  Effective as of the Effective Date, Assignor, pursuant to the terms and conditions of the Asset Contribution Agreement, hereby quitclaims, transfers and assigns to Assignee all of Assignor’s right, title and interest in and to the Easements and Rights of Way listed in Exhibit A.
 
2.  
Assumption.  Assignee hereby accepts all such rights, title and interest in and to the Easements and Rights of Way and assumes and becomes responsible for, and shall hereafter pay, perform and discharge as and when due all of the liabilities and obligations arising under the Easements and Rights of Way listed in Exhibit A.
 
3.  
Further Assurances.  From and after the date hereof, Assignor and Assignee shall, without further consideration, execute, deliver and (if applicable) file or record, or cause to be executed, delivered and filed or recorded, all instruments, and take such actions, as may be reasonably required of Assignor or Assignee to accomplish the conveyance and transfer of the Easements and Rights of Way and otherwise consummate the transactions contemplated by this Assignment and the Asset Contribution Agreement.
 
 
 

 
4.  
Subject To Asset Contribution Agreement.  This Assignment is expressly subject to the terms and conditions of the Asset Contribution Agreement.  In the event of a conflict between the terms of this Assignment and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
 
5.  
Successors and Assigns.  The terms and provisions of this Assignment shall be binding upon and inure to the benefit of the respective parties hereto, and their respective successors and assigns.
 
6.  
Counterparts.  This Assignment may be executed in any number of counterparts and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
 
7.  
Entire Agreement.  This Assignment, together with the Asset Contribution Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings between them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein.  The Exhibit to this Assignment is hereby incorporated and made a part hereof and is an integral part of this Assignment.
 

 

 

 
Signatures appear on the following page
 
 
 
2

 

EXECUTED as of the dates set forth in the notary certifications below, but effective for all purposes as of the Effective Time.
 

 


ASSIGNOR:

OHIO POWER COMPANY


By:  ____________________________
Name:
Title:


ASSIGNEE:

AEP GENERATION RESOURCES INC.


By: ______________________________
Name:
Title:


STATE OF OHIO                                           )
COUNTY OF FRANKLIN                            ) To Wit:

The foregoing instrument was acknowledged before me this ___ day of December, 2013, by ____________________, as ______________________ of ____________________, on behalf of the corporation.

___________________________________
Notary Public
My Commission Expires: _________________



 
3

 

STATE OF OHIO                                           )
COUNTY OF FRANKLIN                            ) To Wit:

The foregoing instrument was acknowledged before me this ___ day of December, 2013, by ____________________, as ______________________ of ____________________, on behalf of the corporation.

___________________________________
Notary Public
My Commission Expires: _________________





This Instrument Prepared by Kenneth McDonough, Assistant General Counsel – Real Estate, American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio, 43215, for and on behalf of AEP Generation Resources Inc.


 
4

 

EXHIBIT A

EASEMENTS AND RIGHTS OF WAY



The following easements and rights of way are being assigned:

 
 

 

EXHIBIT C TO ASSET CONTRIBUTION AGREEMENT


ASSIGNMENT OF REAL PROPERTY LEASES

This  Assignment of Real Property Leases (this "Assignment") from Ohio Power Company, an Ohio corporation (“Assignor”), to AEP Generation Resources Inc., a Delaware corporation (“Assignee”), is executed on the dates set forth in the respective notary certifications below, but effective for all purposes on December 31, 2013 at ____ p.m. EST (the "Effective Time").

WHEREAS, Assignor and Assignee are parties to that certain Asset Contribution Agreement dated December__, 2013 (the “Asset Contribution Agreement”).
 
WHEREAS, Assignor is the lessee under certain leases of real property of lands situated in various counties pursuant to the real property leases set forth on Exhibit A attached hereto (collectively, the "Real Property Leases").
 
WHEREAS, pursuant to the Asset Contribution Agreement Assignor has agreed to assign to Assignee all of its right, title and interest in and to the Real Property Leases as hereinafter set forth.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1.  
Assignment.  Effective as of the Effective Date, Assignor, pursuant to the terms and conditions of the Asset Contribution Agreement, hereby transfers and assigns to Assignee all of Assignor’s right, title and interest in and to the Real Property Leases listed in Exhibit A.
 
2.  
Assumption.  Assignee hereby accepts all such rights, title and interest in and to the Real Property Leases and assumes and becomes responsible for, and shall hereafter pay, perform and discharge as and when due all of the liabilities and obligations arising under the Real Property Leases listed in Exhibit A.
 
3.  
Further Assurances.  From and after the date hereof, Assignor and Assignee shall, without further consideration, execute, deliver and (if applicable) file or record, or cause to be executed, delivered and filed or recorded, all instruments, and take such actions, as may be reasonably required of Assignor or Assignee to accomplish the conveyance and transfer of the Real Property Leases and otherwise consummate the transactions contemplated by this Assignment and the Asset Contribution Agreement.
 
4.  
Subject To Asset Contribution Agreement.  This Assignment is expressly subject to the terms and conditions of the Asset Contribution Agreement.  In the event of a conflict between the terms of this Assignment and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
 
 
 

 
5.  
Successors and Assigns.  The terms and provisions of this Assignment shall be binding upon and inure to the benefit of the respective parties hereto, and their respective successors and assigns.
 
6.  
Counterparts.  This Assignment may be executed in any number of counterparts and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
 
7.  
Entire Agreement.  This Assignment, together with the Asset Contribution Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein.  The Exhibit to this Assignment is hereby incorporated and made a part hereof and is an integral part of this Assignment.
 

 
EXECUTED as of the dates set forth in the notary certifications below, but effective for all purposes as of the Effective Time.
 


ASSIGNOR:

OHIO POWER COMPANY


By:  ____________________________
Name:
Title:


ASSIGNEE:

AEP GENERATION RESOURCES INC.


By: ______________________________
Name:
Title:



 
2

 


 
STATE OF OHIO                                           )
COUNTY OF FRANKLIN                            ) To Wit:

The foregoing instrument was acknowledged before me this ___ day of December, 2013, by ____________________, as ______________________ of ____________________, on behalf of the corporation.

___________________________________
Notary Public
My Commission Expires: _________________



 
STATE OF OHIO                                           )
COUNTY OF FRANKLIN                            ) To Wit:

The foregoing instrument was acknowledged before me this ___ day of December, 2013, by ____________________, as ______________________ of ____________________, on behalf of the corporation.

___________________________________
Notary Public
My Commission Expires: _________________



This Instrument Prepared by Kenneth McDonough, Assistant General Counsel – Real Estate, American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio, 43215, for and on behalf of AEP Generation Resources Inc.


 
3

 

EXHIBIT A

REAL PROPERTY LEASES



The following leases of real property are being assigned:

 
 

 

EXHIBIT D TO ASSET CONTRIBUTION AGREEMENT
 

 
ASSUMPTION AGREEMENT
 
This Assumption Agreement between Ohio Power Company, an Ohio corporation (“OPCo”), and AEP Generation Resources Inc., a Delaware corporation ("GenCo"), is executed on the __ day of December, 2013, but effective for all purposes on December __, 2013 at ____ p.m. EST (the "Effective Time").  All capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Asset Contribution Agreement (as defined below).
 
WHEREAS, OPCo and GenCo are parties to that certain Asset Contribution Agreement dated December__, 2013 (the “Asset Contribution Agreement”).
 
WHEREAS, pursuant to the Asset Contribution Agreement, GenCo has agreed to assume the Assumed Liabilities.
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OPCo and GenCo agree as follows:
 
 
1.
Assumption of Assumed Liabilities.  On the terms set forth herein and in the Asset Contribution Agreement, GenCo hereby assumes and shall become responsible for, and shall hereafter pay, perform and discharge as and when due, the Assumed Liabilities.
 
 
2.
Further Assurances.  From and after the date hereof, OPCo and GenCo shall, without further consideration, execute, deliver and take such actions as may be reasonably required of them to effectuate GenCo’s assumption of Assumed Liabilities as contemplated by this Assumption Agreement and the Asset Contribution Agreement.
 
 
3.
Subject To Asset Contribution Agreement.  This Agreement is expressly subject to the terms and conditions of the Asset Contribution Agreement.  In the event of a conflict between the terms of this Assumption Agreement and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
 
 
4.
Successors and Assigns.  The terms and provisions of this Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
 
 
5.
Counterparts.  This Agreement may be executed in any number of counterparts, and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
 
 
 

 
 
6.
Entire Agreement.  This Assumption Agreement, together with the Asset Contribution Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein.
 

 
EXECUTED as of the date first set forth but effective for all purposes as of the Effective Time.
 


OHIO POWER COMPANY


By:  ____________________________
Name:
Title:



AEP GENERATION RESOURCES INC.


By: ______________________________
Name:
Title:

 
 

 

EXHIBIT E TO ASSET CONTRIBUTION AGREEMENT

ASSET TRANSFER AGREEMENT

This Asset Transfer Agreement (this "Agreement") from Ohio Power Company, an Ohio corporation (“OPCo”), to AEP Generation Resources Inc., a Delaware corporation (“GenCo”), is executed on the __ day of December, 2013, but effective for all purposes on December __, 2103 at ____ p.m. EST (the "Effective Time").  All capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Asset Contribution Agreement (as defined below).

WHEREAS, OPCo and GenCo are parties to that certain Asset Contribution Agreement dated December ­­__, 2013 (the “Asset Contribution Agreement”).
 
WHEREAS, pursuant to the Asset Contribution Agreement, OPCo has agreed to transfer to GenCo all of its right, title and interest in and to the Inventories, vehicles, equipment, machinery, furniture and other tangible personal property used in connection with the Real Property, the Leased Real Property and the Easements and Rights of Way (the “Transferred Assets”).
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, OPCo and GenCo agree as follows:
 
 
1.
Conveyance of Transferred Assets.  OPCo does hereby transfer, convey and deliver to GenCo free and clear of any liens or encumbrances, other than Permitted Encumbrances, all of its right, title, and interest in and to the Transferred Assets.
 
 
2.
Further Assurances.  From and after the date hereof, OPCo and GenCo shall, without further consideration, execute, deliver and take such actions as may be reasonably required of them to accomplish the transfer of the Transferred Assets and otherwise consummate the transactions contemplated by this Agreement and the Asset Contribution Agreement.
 
 
3.
Subject To Asset Contribution Agreement.  This Agreement is expressly subject to the terms and conditions of the Asset Contribution Agreement.  In the event of a conflict between the terms of this Agreement and the Asset Contribution Agreement, the terms of the Asset Contribution Agreement shall control.
 
 
4.
Successors and Assigns.  The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
 
 
5.
Counterparts.  This Agreement may be executed in any number of counterparts, and each such executed counterpart (including electronically transmitted counterparts) shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and the same instrument.
 
 
 

 
 
6.
Entire Agreement.  This Agreement, together with the Asset Contribution Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party hereto shall be liable or bound to any other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein and therein.
 

 
EXECUTED as of the date first set forth but effective for all purposes as of the Effective Time.
 


OHIO POWER COMPANY



By:  _____________________________





AEP GENERATION RESOURCES INC.



By: ______________________________





 
 

 

exhibit99-1.htm
Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On December 31, 2013, based on a PUCO order which approved corporate separation of generation assets, OPCo transferred its generation assets and liabilities at net book value to AGR, a subsidiary of AEP.  The following unaudited pro forma consolidated income statements and balance sheet are based on the historical financial statements of OPCo as previously filed.  The resulting pro forma financial statements reflect OPCo’s transfer of generation assets and liabilities and OPCo’s remaining transmission and distribution operations.  The unaudited pro forma financial statements are presented for comparative purposes only and are not intended to be indicative of the balance sheet or statements of income which would have been realized had the transfer of OPCo generation assets and liabilities been consummated as of the date or during the periods for which the unaudited pro forma financial statements are presented or for any future period or date.

 
1

 

OHIO POWER COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Nine Months Ended September 30, 2013
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
 
 
 
 
Historical
 
Corporate Separation
 
Pro Forma
 
 
 
OPCo
 
Adjustments
 
OPCo
REVENUES
 
 
 
 
 
 
 
Electric Generation, Transmission and Distribution
 
$
 2,710,990 
 
$
 (373,900)
(a)
$
 2,337,090 
Sales to AEP Affiliates
 
 
 873,850 
 
 
 (805,362)
(b)
 
 68,488 
Other Revenues - Affiliated
 
 
 18,138 
 
 
 (18,138)
(c)
 
 - 
Other Revenues - Nonaffiliated
 
 
 12,982 
 
 
 (10,136)
(c)
 
 2,846 
TOTAL REVENUES
 
 
 3,615,960 
 
 
 (1,207,536)
 
 
 2,408,424 
 
 
 
 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
 
 
 
 
Fuel and Other Consumables Used for Electric Generation
 
 
 1,158,389 
 
 
 (1,158,389)
(d)
 
 - 
Purchased Electricity for Resale
 
 
 114,911 
 
 
 64,376 
(e)
 
 179,287 
Purchased Electricity from AEP Affiliates
 
 
 257,540 
 
 
 706,940 
(e)
 
 964,480 
Other Operation
 
 
 481,417 
 
 
 (142,757)
(f)
 
 338,660 
Maintenance
 
 
 218,962 
 
 
 (127,489)
(f)
 
 91,473 
Asset Impairments and Other Related Charges
 
 
 154,304 
 
 
 (154,304)
(f)
 
 - 
Depreciation and Amortization
 
 
 289,472 
 
 
 (148,459)
(f)
 
 141,013 
Amortization of Generation Deferrals
 
 
 - 
 
 
 85,191 
(g)
 
 85,191 
Taxes Other Than Income Taxes
 
 
 310,285 
 
 
 (50,627)
(f)
 
 259,658 
TOTAL EXPENSES
 
 
 2,985,280 
 
 
 (925,518)
 
 
 2,059,762 
 
 
 
 
 
 
 
 
 
 
OPERATING INCOME
 
 
 630,680 
 
 
 (282,018)
 
 
 348,662 
 
 
 
 
 
 
 
 
 
 
Other Income (Expense):
 
 
 
 
 
 
 
 
 
Interest Income
 
 
 3,165 
 
 
 (1,841)
(h)
 
 1,324 
Carrying Costs Income
 
 
 9,833 
 
 
 - 
 
 
 9,833 
Allowance for Equity Funds Used During Construction
 
 
 2,853 
 
 
 - 
 
 
 2,853 
Interest Expense
 
 
 (142,487)
 
 
 43,007 
(i)
 
 (99,480)
 
 
 
 
 
 
 
 
 
 
INCOME BEFORE INCOME TAX EXPENSE
 
 
 504,044 
 
 
 (240,852)
 
 
 263,192 
 
 
 
 
 
 
 
 
 
 
Income Tax Expense
 
 
 174,313 
 
 
 (82,360)
(j)
 
 91,953 
 
 
 
 
 
 
 
 
 
 
NET INCOME
 
$
 329,731 
 
$
 (158,492)
 
$
 171,239 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 
2

 


OHIO POWER COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2012
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
 
 
 
Historical
 
Corporate Separation
 
Pro Forma
 
 
 
OPCo
 
Adjustments
 
OPCo
REVENUES
 
 
 
 
 
 
 
Electric Generation, Transmission and Distribution
 
$
 4,022,116 
 
$
 (601,714)
(a)
$
 3,420,402 
Sales to AEP Affiliates
 
 
 847,294 
 
 
 (795,083)
(b)
 
 52,211 
Other Revenues - Affiliated
 
 
 39,401 
 
 
 (39,401)
(c)
 
 - 
Other Revenues - Nonaffiliated
 
 
 19,385 
 
 
 (14,905)
(c)
 
 4,480 
TOTAL REVENUES
 
 
 4,928,196 
 
 
 (1,451,103)
 
 
 3,477,093 
 
 
 
 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
 
 
 
 
Fuel and Other Consumables Used for Electric Generation
 
 
 1,471,316 
 
 
 (1,471,316)
(d)
 
 - 
Purchased Electricity for Resale
 
 
 205,845 
 
 
 (44,856)
(e)
 
 160,989 
Purchased Electricity from AEP Affiliates
 
 
 380,706 
 
 
 1,362,005 
(e)
 
 1,742,711 
Other Operation
 
 
 669,981 
 
 
 (270,452)
(f)
 
 399,529 
Maintenance
 
 
 319,324 
 
 
 (188,272)
(f)
 
 131,052 
Asset Impairments and Other Related Charges
 
 
 287,031 
 
 
 (287,031)
(f)
 
 - 
Depreciation and Amortization
 
 
 511,070 
 
 
 (347,514)
(f)
 
 163,556 
Amortization of Generation Deferrals
 
 
 - 
 
 
 47,552 
(g)
 
 47,552 
Taxes Other Than Income Taxes
 
 
 405,976 
 
 
 (71,082)
(f)
 
 334,894 
TOTAL EXPENSES
 
 
 4,251,249 
 
 
 (1,270,966)
 
 
 2,980,283 
 
 
 
 
 
 
 
 
 
 
OPERATING INCOME
 
 
 676,947 
 
 
 (180,137)
 
 
 496,810 
 
 
 
 
 
 
 
 
 
 
Other Income (Expense):
 
 
 
 
 
 
 
 
 
Interest Income
 
 
 3,536 
 
 
 (195)
(h)
 
 3,341 
Carrying Costs Income
 
 
 16,942 
 
 
 - 
 
 
 16,942 
Allowance for Equity Funds Used During Construction
 
 
 3,492 
 
 
 - 
 
 
 3,492 
Interest Expense
 
 
 (213,100)
 
 
 83,844 
(i)
 
 (129,256)
 
 
 
 
 
 
 
 
 
 
INCOME BEFORE INCOME TAX EXPENSE
 
 
 487,817 
 
 
 (96,488)
 
 
 391,329 
 
 
 
 
 
 
 
 
 
 
Income Tax Expense
 
 
 144,283 
 
 
 (8,922)
(j)
 
 135,361 
 
 
 
 
 
 
 
 
 
 
NET INCOME
 
$
 343,534 
 
$
 (87,566)
 
$
 255,968 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 
3

 


OHIO POWER COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
September 30, 2013
(in thousands)
 
 
 
 
 
 
 
Pro Forma
 
 
 
 
 
 
 
Historical
 
Corporate Separation
 
Pro Forma
 
 
 
 
OPCo
 
Adjustments
 
OPCo
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
$
 4,341 
 
$
 - 
 
$
 4,341 
Advances to Affiliates
 
 
 10,126 
 
 
 361,697 
(a)
 
 371,823 
Accounts Receivable:
 
 
 
 
 
 
 
 
 
 
Customers
 
 
 83,382 
 
 
 (32,249)
(b)
 
 51,133 
 
Affiliated Companies
 
 
 147,471 
 
 
 (90,704)
(b)
 
 56,767 
 
Accrued Unbilled Revenues
 
 
 38,753 
 
 
 - 
 
 
 38,753 
 
Miscellaneous
 
 
 6,683 
 
 
 (1,820)
(b)
 
 4,863 
 
Allowance for Uncollectible Accounts
 
 
 (26,966)
 
 
 7 
(b)
 
 (26,959)
 
 
Total Accounts Receivable
 
 
 249,323 
 
 
 (124,766)
(b)
 
 124,557 
Fuel
 
 
 251,888 
 
 
 (251,888)
(c)
 
 - 
Materials and Supplies
 
 
 173,397 
 
 
 (120,969)
(c)
 
 52,428 
Risk Management Assets
 
 
 34,178 
 
 
 (32,596)
(d)
 
 1,582 
Accrued Tax Benefits
 
 
 947 
 
 
 - 
 
 
 947 
Prepayments and Other Current Assets
 
 
 50,199 
 
 
 11,401 
(e)
 
 61,600 
TOTAL CURRENT ASSETS
 
 
 774,399 
 
 
 (157,121)
 
 
 617,278 
 
 
 
 
 
 
 
 
 
 
PROPERTY, PLANT AND EQUIPMENT
 
 
 
 
 
 
 
 
 
Electric:
 
 
 
 
 
 
 
 
 
 
Generation
 
 
 8,392,967 
 
 
 (8,392,967)
(f)
 
 - 
 
Transmission
 
 
 2,034,958 
 
 
 (51,532)
(f)
 
 1,983,426 
 
Distribution
 
 
 3,815,303 
 
 
 - 
 
 
 3,815,303 
Other Property, Plant and Equipment
 
 
 566,007 
 
 
 (184,423)
(f)
 
 381,584 
Construction Work in Progress
 
 
 440,199 
 
 
 (226,243)
(f)
 
 213,956 
Total Property, Plant and Equipment
 
 
 15,249,434 
 
 
 (8,855,165)
 
 
 6,394,269 
Accumulated Depreciation and Amortization
 
 
 5,220,979 
 
 
 (3,232,826)
(g)
 
 1,988,153 
TOTAL PROPERTY, PLANT AND EQUIPMENT NET
 
 
 10,028,455 
 
 
 (5,622,339)
 
 
 4,406,116 
 
 
 
 
 
 
 
 
 
 
OTHER NONCURRENT ASSETS
 
 
 
 
 
 
 
 
 
Regulatory Assets
 
 
 1,455,176 
 
 
 - 
 
 
 1,455,176 
Securitized Transition Assets
 
 
 136,566 
 
 
 - 
 
 
 136,566 
Long-term Risk Management Assets
 
 
 28,594 
 
 
 (28,594)
(d)
 
 - 
Deferred Charges and Other Noncurrent Assets
 
 
 133,024 
 
 
 (53,295)
(h)
 
 79,729 
TOTAL OTHER NONCURRENT ASSETS
 
 
 1,753,360 
 
 
 (81,889)
 
 
 1,671,471 
 
 
 
 
 
 
 
 
 
 
TOTAL ASSETS
 
$
 12,556,214 
 
$
 (5,861,349)
 
$
 6,694,865 
 
 
 
 
 
 
 
 
 
 
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 
4

 


OHIO POWER COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND COMMON SHAREHOLDER'S EQUITY
September 30, 2013
 
 
 
 
 
Pro Forma
 
 
 
 
Historical
 
Corporate Separation
 
Pro Forma
 
 
OPCo
 
Adjustments
 
OPCo
 
 
 
 
 
(in thousands)
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Advances from Affiliates
 
$
 1,063 
 
$
 (1,063)
(i)
$
 - 
Accounts Payable:
 
 
 
 
 
 
 
 
 
 
General
 
 
 249,663 
 
 
 (138,615)
(j)
 
 111,048 
 
Affiliated Companies
 
 
 99,322 
 
 
 101,164 
(k)
 
 200,486 
Long-term Debt Due Within One Year – Nonaffiliated
 
 
 553,516 
 
 
 (293,580)
(l)
 
 259,936 
Risk Management Liabilities
 
 
 16,431 
 
 
 (16,409)
(d)
 
 22 
Accrued Taxes
 
 
 261,496 
 
 
 (13,304)
(m)
 
 248,192 
Accrued Interest
 
 
 54,603 
 
 
 (6,566)
(n)
 
 48,037 
Other Current Liabilities
 
 
 201,018 
 
 
 (48,277)
(o)
 
 152,741 
TOTAL CURRENT LIABILITIES
 
 
 1,437,112 
 
 
 (416,650)
 
 
 1,020,462 
 
 
 
 
 
 
 
 
 
 
NONCURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Long-term Debt – Nonaffiliated
 
 
 2,945,058 
 
 
 (768,245)
(l)
 
 2,176,813 
Long-term Debt – Affiliated
 
 
 200,000 
 
 
 (200,000)
(l)
 
 - 
Long-term Risk Management Liabilities
 
 
 16,577 
 
 
 (16,577)
(d)
 
 - 
Deferred Income Taxes
 
 
 2,489,349 
 
 
 (1,194,139)
(m)
 
 1,295,210 
Regulatory Liabilities and Deferred Investment Tax Credits
 
 
 444,216 
 
 
 (10,148)
(p)
 
 434,068 
Deferred Credits and Other Noncurrent Liabilities
 
 
 436,743 
 
 
 (323,249)
(q)
 
 113,494 
TOTAL NONCURRENT LIABILITIES
 
 
 6,531,943 
 
 
 (2,512,358)
 
 
 4,019,585 
 
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES
 
 
 7,969,055 
 
 
 (2,929,008)
 
 
 5,040,047 
 
 
 
 
 
 
 
 
 
 
COMMON SHAREHOLDER'S EQUITY
 
 
 
 
 
 
 
 
 
Common Stock – No Par Value:
 
 
 
 
 
 
 
 
 
 
Authorized – 40,000,000 Shares
 
 
 
 
 
 
 
 
 
 
Outstanding  – 27,952,473 Shares
 
 
 321,201 
 
 
 - 
 
 
 321,201 
Paid-in Capital
 
 
 1,744,099 
 
 
 (1,070,744)
(r)
 
 673,355 
Retained Earnings
 
 
 2,658,562 
 
 
 (2,005,608)
(r)
 
 652,954 
Accumulated Other Comprehensive Income (Loss)
 
 
 (136,703)
 
 
 144,011 
(s)
 
 7,308 
TOTAL COMMON SHAREHOLDER’S EQUITY
 
 
 4,587,159 
 
 
 (2,932,341)
 
 
 1,654,818 
 
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES AND COMMON
 
 
 
 
 
 
 
 
 
 
SHAREHOLDER'S EQUITY
 
$
 12,556,214 
 
$
 (5,861,349)
 
$
 6,694,865 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 
5

 

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1.  BASIS OF PRESENTATION

In October 2012, the PUCO issued an order which approved the corporate separation of OPCo’s generation assets, including the transfer of OPCo’s generation assets and associated liabilities at net book value to AGR.  On December 31, 2013, OPCo transferred all of its generation assets and associated liabilities to AGR.  In accordance with the FERC and PUCO orders, OPCo remains responsible to provide power to OPCo customers who have not switched electric providers.  Effective January 1, 2014, OPCo will purchase power from both AGR and nonaffiliated entities, subject to auction requirements, to meet the energy and capacity needs of customers.  OPCo will sell the power and capacity to these remaining retail customers at PUCO-approved rates through May 31, 2015.

Also on December 31, 2013, subsequent to the transfer of OPCo’s generation assets to AGR, AGR transferred at net book value its two-thirds ownership (867 MW) in Amos Plant, Unit 3 to APCo and transferred at net book value a one-half interest (780 MW) in the Mitchell Plant to KPCo.  The transfer of these generation assets and associated liabilities was approved by the Virginia State Corporation Commission and the Public Service Commission of West Virginia with respect to the Amos Plant and the Kentucky Public Service Commission with respect to the Mitchell Plant.

In connection with corporate separation of OPCo’s generation assets, OPCo sold the majority of its assets related to its wholly-owned subsidiary, Conesville Coal Preparation Company (CCPC) in April 2013.  Also in preparation for corporate separation, OPCo transferred its ownership of Cook Coal Terminal (CCT) to AEGCo in August 2013.  The results of operations for CCPC and CCT were eliminated from OPCo’s pro forma income statements.

OPCo’s unaudited financial statements reflect the pro forma impact of the transfers of generation assets and related liabilities described above.   The unaudited pro forma balance sheet as of September 30, 2013 depicts the impact of the asset transfers as if the transactions had occurred on September 30, 2013. The unaudited pro forma statements of income for the nine months ended September 30, 2013 and the year ended December 31, 2012 depict the pro forma impact of the asset transfers as if the transactions had occurred on January 1, 2012. The pro forma financial statements have been prepared for comparative purposes only and do not purport to be indicative of future results of operations or financial condition.  In OPCo’s pro forma income statements and balance sheet, the “Pro Forma OPCo” column represents OPCo’s remaining transmission and distribution operations following corporate separation.

2.  
PRO FORMA ADJUSTMENTS

The following adjustments for the unaudited pro forma income statements and balance sheet reflect the impact of OPCo’s distribution of its generation net assets on previously filed income statements for the year ended December 31, 2012 and nine months ended September 30, 2013 and balance sheet as of September 30, 2013.

Pro Forma Financial Statement Adjustments

The following income statement adjustments generally relate to OPCo’s distribution of generation assets to AGR:

(a)  
Primarily reflects the elimination of off-system revenues related to the sale of electric generation and capacity.
(b)  
Reflects the elimination of capacity and energy settlement revenues under the Interconnection Agreement.
(c)  
Primarily reflects the elimination of revenues related to both OPCo’s Cook Coal Terminal division and OPCo’s Conesville Coal Preparation Company.
(d)  
Reflects the elimination of fuel expenses related to the generation of power.
(e)  
Reflects purchased power from generation assets that was previously eliminated in OPCo’s consolidated financial statements.
(f)  
Reflects the elimination of expenses related to transferred generation plants.
(g)  
Reflects the amortization of deferred fuel and capacity costs under the non-bypassable Phase-in Recovery Rider and the non-bypassable Retail Stability Rider, respectively.
(h)  
Reflects the elimination of nonaffiliated interest and dividend income.
(i)  
Reflects the elimination of interest expense related to the assignment of generation-related long-term debt.
(j)  
Reflects the elimination of income tax expense that is attributable to generation-related pretax book income.

 
6

 


The following balance sheet adjustments generally relate to OPCo’s distribution of generation assets to AGR:

(a)  
Primarily reflects the addition of net advances to affiliates related to OPCo’s remaining transmission and distribution legal entity.  OPCo nets its advances to/from affiliates by legal entity.  The elimination of advances from affiliates related to its generation operations resulted in net advances to affiliates for OPCo’s transmission and distribution operations.
(b)  
Reflects the distribution of net generation receivables, including the gross-up of certain previously-eliminated affiliated receivables.
(c)  
Reflects the distribution of generation inventories.
(d)  
Reflects the distribution of generation-related risk management assets/liabilities related to cash flow hedges.
(e)  
Primarily reflects the distribution of net deferred income tax assets.
(f)  
Reflects the distribution of property supporting generation operations.
(g)  
Reflects the removal of accumulated depreciation related to generation operations.
(h)  
Primarily reflects the distribution of generation-related benefit assets, deferred taxes and allowances.
(i)  
Reflects the elimination of advances from affiliates related to OPCo’s generation operations and the subsequent adjustment of OPCo’s remaining net advances to affiliates related to transmission and distribution operations.  OPCo nets its advances to/from affiliates by legal entity.  The elimination of advances from affiliates related to its generation operations resulted in net advances to affiliates for OPCo’s transmission and distribution operations.
(j)  
Reflects the distribution of nonaffiliated payables.
(k)  
Primarily reflects an increase in affiliated payables for power purchased from AGR plus the gross-up of certain previously-eliminated affiliated payables.
(l)  
Reflects the assignment of generation-related long-term debt.
(m)  
Reflects the distribution of generation-related net tax liabilities.
(n)  
Reflects the elimination of accrued interest as a result of the assignment of generation-related long-term debt.
(o)  
Primarily reflects the distribution of generation-related payroll and benefits and lease obligations.
(p)  
Primarily reflects the transfer of generation-related deferred investment tax credits.
(q)  
Primarily reflects the distribution of generation-related asset retirement obligations, net benefit obligations and capital lease obligations.
(r)  
Reflects the distribution of net generation assets.
(s)  
Reflects the distribution of net benefit plan accumulated other comprehensive loss related to generation operations.

All regulatory assets and regulatory liabilities related to OPCo’s generation activities remain on OPCo’s balance sheet.  These regulatory assets and liabilities will be recovered/paid primarily through OPCo non-bypassable riders.
 
Included in the above pro forma adjustments, OPCo:

·  
Reduced Long-term Debt – Nonaffiliated by $600 million due to the assignment of an existing term credit facility to AEP subsidiaries in the fourth quarter of 2013.
·  
Reduced Long-term Debt – Nonaffiliated by $211 million and $86 million related to OPCo Pollution Control Bonds.
·  
Reduced Long-term Debt – Affiliated by $200 million which was subsequently retired in the fourth quarter of 2013.
·  
Reduced Long-term Debt – Nonaffiliated by $115 million due to the subsequent assignment of certain OPCo Pollution Control Bonds to AGR in the fourth quarter of 2013.
·  
Reduced Long-term Debt – Nonaffiliated by $50 million related to OPCo Pollution Control Bonds which were subsequently retired in the fourth quarter of 2013.

In December 2013, OPCo drew an additional $400 million on the existing $1 billion term credit facility and subsequently assigned $1 billion to AGR.  AGR then assigned $300 million and $200 million related to this facility to APCo and KPCo, respectively.

On December 31, 2013, rather than transferring $211 million and $86 million related to OPCo Pollution Control Bonds to AGR and APCo, respectively, OPCo received $211 million and $86 million of affiliated notes receivable from AGR and APCo, respectively, related to existing Pollution Control Bonds.

On December 31, 2013, $395 million and $65 million of OPCo’s reacquired Pollution Control Bonds, previously held in trust, were distributed to AGR and KPCo, respectively.

 
 
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Income Taxes

OPCo joins in the filing of a consolidated federal income tax return with its affiliates in the AEP System.  The allocation of the AEP System’s current consolidated federal income tax to the AEP System companies allocates the benefit of current tax losses to the AEP System companies giving rise to such losses in determining their current tax expense.  The tax benefit of the Parent is allocated to its subsidiaries with taxable income.  With the exception of the loss of the Parent, the method of allocation reflects a separate return result for each company in the consolidated group.  The majority of the income tax receivables and payables related to OPCo’s generation activities prior to December 31, 2013 will remain on OPCo’s balance sheet.  These receivables and payables are the responsibility of OPCo.

 

 
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