Annual Reports

  • 10-K (Feb 26, 2013)
  • 10-K (Feb 28, 2012)
  • 10-K (Feb 25, 2011)
  • 10-K (Feb 26, 2010)
  • 10-K (Feb 27, 2009)
  • 10-K (Feb 28, 2008)

 
Quarterly Reports

 
8-K

 
Other

American Electric Power Company 10-K 2007
 


2006 Annual Reports

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



Audited Financial Statements and
Management’s Financial Discussion and Analysis




AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
INDEX TO ANNUAL REPORTS

 
Glossary of Terms
 
Forward-Looking Information
 
AEP Common Stock and Dividend Information
 
American Electric Power Company, Inc. and Subsidiary Companies:
 
Selected Consolidated Financial Data
 
Management’s Financial Discussion and Analysis of Results of Operations
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Report of Independent Registered Public Accounting Firm
 
Management’s Report on Internal Control Over Financial Reporting
 
Consolidated Financial Statements
 
Index to Notes to Consolidated Financial Statements
   
AEP Generating Company:
 
Selected Financial Data
 
Management’s Narrative Financial Discussion and Analysis
 
Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
AEP Texas Central Company and Subsidiaries:
 
Selected Consolidated Financial Data
 
Management’s Narrative Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Consolidated Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
AEP Texas North Company and Subsidiary:
 
Selected Consolidated Financial Data
 
Management’s Narrative Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Consolidated Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
Appalachian Power Company and Subsidiaries:
 
Selected Consolidated Financial Data
 
Management’s Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Consolidated Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
Columbus Southern Power Company and Subsidiaries:
 
Selected Consolidated Financial Data
 
Management’s Narrative Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Consolidated Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
Indiana Michigan Power Company and Subsidiaries:
 
Selected Consolidated Financial Data
 
Management’s Narrative Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Consolidated Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
Kentucky Power Company:
 
Selected Financial Data
 
Management’s Narrative Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
Ohio Power Company Consolidated:
 
Selected Consolidated Financial Data
 
Management’s Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Consolidated Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
Public Service Company of Oklahoma:
 
Selected Financial Data
 
Management’s Narrative Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
Southwestern Electric Power Company Consolidated:
 
Selected Consolidated Financial Data
 
Management’s Financial Discussion and Analysis
 
Quantitative and Qualitative Disclosures About Risk Management Activities
 
Consolidated Financial Statements
 
Index to Notes to Financial Statements of Registrant Subsidiaries
 
Report of Independent Registered Public Accounting Firm
   
Notes to Financial Statements of Registrant Subsidiaries
   
Combined Management’s Discussion and Analysis of Registrant Subsidiaries
   







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

 
Term
 
 
Meaning

ADFIT
 
Accumulated Deferred Federal Income Taxes.
ADITC
 
Accumulated Deferred Investment Tax Credits.
AEGCo
 
AEP Generating Company, an AEP electric utility subsidiary.
AEP or Parent
 
American Electric Power Company, Inc.
AEP Consolidated
 
AEP and its majority owned consolidated subsidiaries and consolidated affiliates.
AEP Credit
 
AEP Credit, Inc., a subsidiary of AEP which factors accounts receivable and accrued utility revenues for affiliated domestic electric utility companies.
AEP East companies
 
APCo, CSPCo, I&M, KPCo and OPCo.
AEPES
 
AEP Energy Services, Inc., a subsidiary of AEP Resources, Inc.
AEP System or the System
 
American Electric Power System, an integrated electric utility system, owned and operated by AEP’s electric utility subsidiaries.
AEP System Power Pool or   AEP Power Pool
 
Members are APCo, CSPCo, I&M, KPCo and OPCo. The Pool shares the generation, cost of generation and resultant wholesale off-system sales of the member companies.
AEPSC
 
American Electric Power Service Corporation, a service subsidiary providing management and professional services to AEP and its subsidiaries.
AEP West companies
 
PSO, SWEPCo, TCC and TNC.
AFUDC
 
Allowance for Funds Used During Construction.
ALJ
 
Administrative Law Judge.
AOCI
 
Accumulated Other Comprehensive Income.
APCo
 
Appalachian Power Company, an AEP electric utility subsidiary.
ARO
 
Asset Retirement Obligations.
CAA
 
Clean Air Act.
Cook Plant
 
Donald C. Cook Nuclear Plant, a two-unit, 2,110 MW nuclear plant owned by I&M.
CSPCo
 
Columbus Southern Power Company, an AEP electric utility subsidiary.
CSW
 
Central and South West Corporation, a subsidiary of AEP (Effective January 21, 2003, the legal name of Central and South West Corporation was changed to AEP Utilities, Inc.).
CSW Operating Agreement
 
Agreement, dated January 1, 1997, by and among PSO, SWEPCo, TCC and TNC governing generating capacity allocation. AEPSC acts as the agent.
CTC
 
Competition Transition Charge.
CWIP
 
Construction Work in Progress.
DETM
 
Duke Energy Trading and Marketing L.L.C., a risk management counterparty.
DOE
 
United States Department of Energy.
ECAR
 
East Central Area Reliability Council.
EDFIT
 
Excess Deferred Federal Income Taxes.
EITF
 
Financial Accounting Standards Board’s Emerging Issues Task Force.
ERCOT
 
Electric Reliability Council of Texas.
FASB
 
Financial Accounting Standards Board.
Federal EPA
 
United States Environmental Protection Agency.
FERC
 
Federal Energy Regulatory Commission.
FIN 46
 
FASB Interpretation No. 46, “Consolidation of Variable Interest Entities.”
FIN 47
 
FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations.”
GAAP
 
Accounting Principles Generally Accepted in the United States of America.
HPL
 
Houston Pipeline Company, a former AEP subsidiary.
IGCC
 
Integrated Gasification Combined Cycle, technology that turns coal into a cleaner-burning gas.
IKEC   Indiana-Kentucky Electric Corporation, a subsidiary of OVEC.
IPP
 
Independent Power Producer.
IRS
 
Internal Revenue Service.
IURC
 
Indiana Utility Regulatory Commission.
I&M  
Indiana Michigan Power Company, an AEP electric utility subsidiary.
JMG
 
JMG Funding LP.
KGPCo
 
Kingsport Power Company, an AEP electric distribution subsidiary.
KPCo
 
Kentucky Power Company, an AEP electric utility subsidiary.
KPSC
 
Kentucky Public Service Commission.
kV
 
Kilovolt.
KWH
 
Kilowatthour.
LIG
 
Louisiana Intrastate Gas, a former AEP subsidiary.
MISO
 
Midwest Independent Transmission System Operator.
MLR
 
Member load ratio, the method used to allocate AEP Power Pool transactions to its members.
MPSC
 
Michigan Public Service Commission.
MTM
 
Mark-to-Market.
MW
 
Megawatt.
MWH
 
Megawatthour.
NOx
 
Nitrogen oxide.
Nonutility Money Pool
 
AEP System’s Nonutility Money Pool.
NRC
 
Nuclear Regulatory Commission.
NSR
 
New Source Review.
NYMEX
 
New York Mercantile Exchange.
OATT
 
Open Access Transmission Tariff.
OCC
 
Corporation Commission of the State of Oklahoma.
OPCo
 
Ohio Power Company, an AEP electric utility subsidiary.
OTC
 
Over the counter.
OVEC   Ohio Valley Electric Corporation, which is 43.47% owned by AEP.
PJM
 
Pennsylvania - New Jersey - Maryland regional transmission organization.
PSO
 
Public Service Company of Oklahoma, an AEP electric utility subsidiary.
PTB
 
Price-to-Beat.
PUCO
 
Public Utilities Commission of Ohio.
PUCT
 
Public Utility Commission of Texas.
PUHCA
 
Public Utility Holding Company Act.
PURPA
 
Public Utility Regulatory Policies Act of 1978.
Registrant Subsidiaries
 
AEP subsidiaries which are SEC registrants; AEGCo, APCo, CSPCo, I&M, KPCo, OPCo, PSO, SWEPCo, TCC and TNC.
REP
 
Texas Retail Electric Provider.
Risk Management Contracts
 
Trading and nontrading derivatives, including those derivatives designated as cash flow and fair value hedges.
Rockport Plant
 
A generating plant, consisting of two 1,300 MW coal-fired generating units near Rockport, Indiana owned by AEGCo and I&M.
RSP
 
Rate Stabilization Plan.
RTO
 
Regional Transmission Organization.
S&P
 
Standard and Poor’s.
SCR
 
Selective Catalytic Reduction.
SEC
 
United States Securities and Exchange Commission.
SECA
 
Seams Elimination Cost Allocation.
SFAS
 
Statement of Financial Accounting Standards issued by the Financial Accounting Standards Board.
SFAS 71
 
Statement of Financial Accounting Standards No. 71, “Accounting for the Effects of Certain Types of Regulation.”
SFAS 109
 
Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.”
SFAS 115
 
Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities.”
SFAS 133
 
Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.”
SFAS 143
 
Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations.”
SFAS 158
 
Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.”
SFAS 159
 
Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”
SIA
 
System Integration Agreement.
SNF
 
Spent Nuclear Fuel.
SO2
 
Sulfur Dioxide.
SPP
 
Southwest Power Pool.
STP
 
South Texas Project Nuclear Generating Plant.
Sweeny
 
Sweeny Cogeneration Limited Partnership, owner and operator of a four unit, 480 MW gas-fired generation facility, owned 50% by AEP.
SWEPCo
 
Southwestern Electric Power Company, an AEP electric utility subsidiary.
TC
 
Transition Charge.
TCC
 
AEP Texas Central Company, an AEP electric utility subsidiary.
TEM
 
SUEZ Energy Marketing NA, Inc. (formerly known as Tractebel Energy Marketing, Inc.).
Texas Restructuring Legislation
 
Legislation enacted in 1999 to restructure the electric utility industry in Texas.
TNC
 
AEP Texas North Company, an AEP electric utility subsidiary.
True-up Proceeding
 
A filing made under the Texas Restructuring Legislation to finalize the amount of stranded costs and other true-up items and the recovery of such amounts.
Utility Money Pool
 
AEP System’s Utility Money Pool.
VaR
 
Value at Risk, a method to quantify risk exposure.
Virginia SCC
 
Virginia State Corporation Commission.
WPCo
 
Wheeling Power Company, an AEP electric distribution subsidiary.
WVPSC
 
Public Service Commission of West Virginia.








FORWARD-LOOKING INFORMATION

This report made by AEP and its Registrant Subsidiaries contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Although AEP and each of its Registrant Subsidiaries believe that their expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are:

·
Electric load and customer growth.
·
Weather conditions, including storms.
·
Available sources, costs and transportation for fuels and the creditworthiness of fuel suppliers and transporters.
·
Availability of generating capacity and the performance of our generating plants.
·
Our ability to recover regulatory assets and stranded costs in connection with deregulation.
·
Our ability to recover increases in fuel and other energy costs through regulated or competitive electric rates.
·
Our ability to build or acquire generating capacity when needed at acceptable prices and terms and to recover those costs through applicable rate cases or competitive rates.
·
New legislation, litigation and government regulation including requirements for reduced emissions of sulfur, nitrogen, mercury, carbon, soot or particulate matter and other substances.
·
Timing and resolution of pending and future rate cases, negotiations and other regulatory decisions (including rate or other recovery for new investments, transmission service and environmental compliance).
·
Resolution of litigation (including pending Clean Air Act enforcement actions and disputes arising from the bankruptcy of Enron Corp. and related matters).
·
Our ability to constrain operation and maintenance costs.
·
The economic climate and growth in our service territory and changes in market demand and demographic patterns.
·
Inflationary and interest rate trends.
·
Our ability to develop and execute a strategy based on a view regarding prices of electricity, natural gas and other energy-related commodities.
·
Changes in the creditworthiness of the counterparties with whom we have contractual arrangements, including participants in the energy trading market.
·
Actions of rating agencies, including changes in the ratings of debt.
·
Volatility and changes in markets for electricity, natural gas and other energy-related commodities.
·
Changes in utility regulation, including the potential for new legislation or regulation in Ohio and/or Virginia and membership in and integration into regional transmission organizations.
·
Accounting pronouncements periodically issued by accounting standard-setting bodies.
·
The performance of our pension and other postretirement benefit plans.
·
Prices for power that we generate and sell at wholesale.
·
Changes in technology, particularly with respect to new, developing or alternative sources of generation.
·
Other risks and unforeseen events, including wars, the effects of terrorism (including increased security costs), embargoes and other catastrophic events.


The registrants expressly disclaim any obligation to update any forward-looking information.



AEP COMMON STOCK AND DIVIDEND INFORMATION

The AEP common stock quarterly high and low sales prices, quarter-end closing price and the cash dividends paid per share are shown in the following table:

Quarter Ended
 
High
 
Low
 
Quarter-End Closing Price
 
Dividend
 
December 31, 2006
 
$
43.13
 
$
36.49
 
$
42.58
 
$
0.39
 
September 30, 2006
   
37.30
   
34.10
   
36.37
   
0.37
 
June 30, 2006
   
35.19
   
32.27
   
34.25
   
0.37
 
March 31, 2006
   
38.48
   
33.96
   
34.02
   
0.37
 
                           
December 31, 2005
   
40.80
   
35.57
   
37.09
   
0.37
 
September 30, 2005
   
39.84
   
36.34
   
39.70
   
0.35
 
June 30, 2005
   
37.00
   
33.79
   
36.87
   
0.35
 
March 31, 2005
   
36.34
   
32.25
   
34.06
   
0.35
 

AEP common stock is traded principally on the New York Stock Exchange. At December 31, 2006, AEP had approximately 112,000 registered shareholders.
 

 
 







SELECTED CONSOLIDATED FINANCIAL DATA

   
2006
 
2005
 
2004
 
2003
 
2002
 
   
(in millions)
 
STATEMENTS OF OPERATIONS DATA
                          
Total Revenues
 
$
12,622
 
$
12,111
 
$
14,245
 
$
14,833
 
$
13,641
 
                                 
Operating Income
 
$
1,966
 
$
1,927
 
$
1,983
 
$
1,743
 
$
1,930
 
                                 
Income Before Discontinued Operations,  Extraordinary
  Loss and Cumulative Effect of Accounting Changes
 
$
992
 
$
1,029
 
$
1,127
 
$
522
 
$
485
 
Discontinued Operations, Net of Tax
   
10
   
27
   
83
   
(605
)
 
(654
)
Extraordinary Loss, Net of Tax
   
-
   
(225
)
 
(121
)
 
-
   
-
 
Cumulative Effect of Accounting Changes, Net of Tax
   
-
   
(17
)
 
-
   
193
   
(350
)
Net Income (Loss)
 
$
1,002
 
$
814
 
$
1,089
 
$
110
 
$
(519
)
                                 
BALANCE SHEETS DATA
 
(in millions)
Property, Plant and Equipment
 
$
42,021
 
$
39,121
 
$
37,294
 
$
36,031
 
$
34,132
 
Accumulated Depreciation and Amortization
   
15,240
   
14,837
   
14,493
   
14,014
   
13,544
 
Net Property, Plant and Equipment
 
$
26,781
 
$
24,284
 
$
22,801
 
$
22,017
 
$
20,588
 
                                 
Total Assets
 
$
37,987
 
$
36,172
 
$
34,636
 
$
36,736
 
$
36,003
 
                                 
Common Shareholders’ Equity
 
$
9,412
 
$
9,088
 
$
8,515
 
$
7,874
 
$
7,064
 
                                 
Cumulative Preferred Stocks of Subsidiaries
 
$
61
 
$
61
 
$
127
 
$
137
 
$
145
 
                                 
Trust Preferred Securities (a)
 
$
-
 
$
-
 
$
-
 
$
-
 
$
321
 
                                 
Long-term Debt (b)
 
$
13,698
 
$
12,226
 
$
12,287
 
$
14,101
 
$
10,190
 
                                 
Obligations Under Capital Leases (b)
 
$
291
 
$
251
 
$
243
 
$
182
 
$
228
 
                                 
COMMON STOCK DATA
                               
Basic Earnings (Loss) per Common Share:
                               
Income Before Discontinued Operations, Extraordinary
  Loss and Cumulative Effect of Accounting Changes
 
$
2.52
 
$
2.64
 
$
2.85
 
$
1.35
 
$
1.46
 
Discontinued Operations, Net of Tax
   
0.02
   
0.07
   
0.21
   
(1.57
)
 
(1.97
)
Extraordinary Loss, Net of Tax
   
-
   
(0.58
)
 
(0.31
)
 
-
   
-
 
Cumulative Effect of Accounting Changes, Net of Tax
   
-
   
(0.04
)
 
-
   
0.51
   
(1.06
)
                                 
Basic Earnings (Loss) Per Share
 
$
2.54
 
$
2.09
 
$
2.75
 
$
0.29
 
$
(1.57
)
                                 
Weighted Average Number of Basic Shares Outstanding (in millions)
   
394
   
390
   
396
   
385
   
332
 
                                 
Market Price Range:
                               
High
 
$
43.13
 
$
40.80
 
$
35.53
 
$
31.51
 
$
48.80
 
Low
 
$
32.27
 
$
32.25
 
$
28.50
 
$
19.01
 
$
15.10
 
                                 
Year-end Market Price
 
$
42.58
 
$
37.09
 
$
34.34
 
$
30.51
 
$
27.33
 
                                 
Cash Dividends Paid per Common Share
 
$
1.50
 
$
1.42
 
$
1.40
 
$
1.65
 
$
2.40
 
                                 
Dividend Payout Ratio
   
59.1
%
 
67.9
%
 
50.9
%
 
569.0
%
 
(152.9
)%
                                 
Book Value per Share
 
$
23.73
 
$
23.08
 
$
21.51
 
$
19.93
 
$
20.85
 

(a)
See “Trust Preferred Securities” section of Note 15.
(b)
Including portion due within one year.



AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

American Electric Power Company, Inc. (AEP) is one of the largest investor-owned electric public utility holding companies in the United States. Our electric utility operating companies provide generation, transmission and distribution services to more than five million retail customers in Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee, Texas, Virginia and West Virginia.

We operate an extensive portfolio of assets including:

·
Almost 36,000 megawatts of generating capacity as of December 31, 2006, one of the largest complements of generation in the U.S., the majority of which provides a significant cost advantage in many of our market areas.
·
Approximately 39,000 miles of transmission lines, including 2,116 miles of 765kV lines, the backbone of the electric interconnection grid in the Eastern U.S.
·
207,632 miles of distribution lines that deliver electricity to customers.
·
Substantial coal transportation assets (more than 8,300 railcars, 2,600 barges, 51 towboats and one active coal handling terminal with 20 million tons of annual capacity).

EXECUTIVE OVERVIEW

BUSINESS STRATEGY

Our mission is to bring comfort to our customers, support business and commerce and build strong communities. We invest in our core utility business operations to execute our mission. Our objective is to be an economical, reliable and safe provider of electric energy to the markets that we serve. We plan to buy or build additional generation to meet franchise service obligations. Our plan entails designing, building, improving and operating reasonably priced, environmentally-compliant, efficient sources of power and maximizing the amount of power delivered from these facilities. We intend to maintain and enhance our position as a safe and reliable provider of electric energy by making significant investments in environmental and reliability upgrades. We will seek to recover the cost of our new utility investments in a manner that results in reasonable rates for our customers while providing a fair return for our shareholders through a stable stream of cash flows, enabling us to pay dependable, competitive dividends. We operate our generating assets to maximize our productivity and profitability after meeting our native load requirements.

In summary, our business strategy is to:

·
Respect our employees and give them the opportunity to be as successful as they can be.
·
Meet the energy needs of our customers in ways that improve their quality of life and protect the environment today and for generations to come.
·
Improve the environmental and safety performance of our generating fleet, and grow that fleet.
·
Set the standards for safety, efficiency and reliability in our electric transmission and distribution systems.
·
Nurture strong and productive relationships with public officials and regulators.
·
Provide leadership, integrity and compassion as a corporate citizen to every community we serve.

OUTLOOK FOR 2007

We remain focused on the fundamental earning power of our utilities and committed to maintaining our credit quality. To achieve our goals we plan to:

·
Obtain permits and continue to pursue federal tax credits for our proposed IGCC plants in Ohio and West Virginia and move forward with the engineering and design of these plants.
·
Begin construction of over 2,000 MW of new generation in Arkansas, Louisiana and Oklahoma with commercial operation dates ranging from 2007 through 2012.
·
Purchase 1,576 MW of additional gas-fired generating unit capacity.
·
Invest in transmission projects such as the AEP Interstate Project, the Electric Transmission Texas Project, a joint venture with MidAmerican Energy Holdings Company (MidAmerican), and others to ensure competitive energy prices for electric consumers in and around congested areas.
·
Maintain our strong financial condition and credit ratings.
·
Control our operating and maintenance costs.
·
Obtain favorable resolutions to our numerous rate proceedings.
·
Continue developing strong regulatory relationships through operating company interaction with the various regulatory bodies.

There are, nevertheless, certain risks and challenges including:

·
Regulatory activity in Virginia, Texas, Oklahoma, Ohio and with the FERC.
·
Legislative activity in Ohio and Virginia regarding future regulatory operating environment.
·
Fuel cost volatility and fuel cost recovery, including related transportation issues.
·
Wholesale market volatility.
·
Plant availability.
·
Weather.

Regulatory Activity

In 2007, our significant regulatory activities will include:

·
Pursuit of favorable resolutions of our pending base rate cases in Virginia, Texas and Oklahoma.
·
Influence of key legislative outcomes regarding Ohio and Virginia’s future regulatory operating environment.
·
Legal proceedings regarding appeals related to Texas stranded cost recoveries.
·
Continued regulatory proceedings before the FERC seeking:
 
·
proper regional transmission rates in our eastern transmission zone,
 
·
approval of SECA rates collected subject to refund through March 31, 2006 and
 
·
approval and incentives to construct a 550-mile 765 kV transmission line project in the PJM footprint.
·
Our request before the PUCT regarding new transmission rates and designation as a utility for Electric Transmission Texas LLC, our joint venture with MidAmerican.

Fuel Costs

During 2006, spot market prices for coal and natural gas declined. In contrast, market prices for fuel oil increased and continue to be volatile. We still experienced an eight percent increase in coal costs during 2006 and expect a seven to nine percent increase in 2007 even considering softening fuel markets and favorable transportation effects during the year. The increase is primarily due to expiring lower priced contracts being replaced with new higher priced contracts. We have price risk related to these commodity prices. We do not have an active fuel cost recovery adjustment mechanism in Ohio, which represents approximately 20% of our fuel costs. In Indiana, our fuel recovery mechanism is temporarily capped, subject to preestablished escalators, at a fixed rate through June 2007. As a consequence of the cap, we incurred under-recoveries of $26 million for 2006 and expect additional under-recoveries through June 2007.

Our Ohio companies increased their generation rates in 2006, as previously approved by the PUCO in our Rate Stabilization Plans. These increased rates, along with the reinstated fuel cost adjustment rate clause for over- or under-recovery of fuel, off-system sales margins, certain transmission items and related costs effective July 1, 2006 in West Virginia, will help offset future negative impacts of fuel price increases on our gross margins.

Capital Expenditures

Our current projections call for capital expenditures of approximately $9.9 billion from 2007-2009. For 2007, we forecast approximately $3.5 billion in construction expenditures, excluding allowances for funds used during construction. We also forecast purchases of additional gas-fired generating units for a total of $427 million. Our current projections are as follows:
 
   
(in millions)
 
Generation
 
$
996
 
Distribution
   
848
 
Environmental
   
935
 
Transmission
   
496
 
Corporate
   
165
 
Total Construction Expenditures     3,440  
Purchase of Gas-Fired Units     427  
Total Capital Expenditures   $ 3,867  

Off-System Sales

In 2007, we expect a decline in off-system sales revenues less the related direct cost of fuel, including consumption of chemicals and emissions allowances, and purchased power. This decline is primarily due to expected increases in sales to municipal and energy cooperative customers and demand for electricity from our native load retail customers including Ormet, which reduces the amount of power available for off-system sales. In addition, lower expected generating plant availability due to environmental retrofit outages likely will result in lower off-system sales.

Corporate Sustainability Reporting

Our first Corporate Responsibility report will be published and available in 2007. In 2004 a subcommittee of the Policy Committee of our Board of Directors prepared a report entitled, “An Assessment of AEP’s Actions to Mitigate the Economic Impacts of Emissions Policies.” While the 2004 report was quite well received, it primarily addressed environmental issues we face. The scope of our 2007 report will reach beyond environmental issues and address other matters that create risk to our sustainability into the future. The report will be developed using the sustainability reporting guidelines issued by the Global Reporting Initiative and will address issues such as leadership, strategy and management, workforce issues including safety and health, climate change and energy security, reliability and growth.

2006 RESULTS

We had a year of continued improvement and many accomplishments in 2006. Our total shareholder return was 18.8% and we increased our quarterly dividend 5.4% to $0.39 per share.

We continued receiving favorable outcomes in various regulatory activities resulting in increased revenues. We continued securing new power supply contracts with municipal and cooperative customers and our barging subsidiary produced strong results. Some of these positive factors were offset in part by mild weather and an impairment loss from the sale of the Plaquemine Cogeneration Facility to Dow Chemical Company.

We announced plans for new generation in Oklahoma, Louisiana and Arkansas; continued work on engineering and design on new clean-coal plants in Ohio and West Virginia; announced a proposal to build a 550-mile, 765-kilovolt transmission line from West Virginia to New Jersey to address west-east power flow and congestion issues in PJM; announced a joint venture with MidAmerican to build much needed transmission capacity in Texas and we agreed to purchase additional gas-fired generating plants in 2007 to address capacity concerns in the east.

Our regulatory accomplishments include the implementation of new base rates in Ohio, Kentucky, West Virginia and Virginia (subject to refund) and we have taken a step forward in resolving the rate design issues related to our FERC transmission rates. Although various legal issues remain to be decided, we received a final order in our Texas True-up Proceeding and in October 2006 we received proceeds of $1.7 billion related to the securitization of our Texas regulatory assets. We received approval for our request to increase rates for recovery of incremental environmental and reliability costs in Virginia.
 
RESULTS OF OPERATIONS

Segments

Our primary business strategy and the core of our business focus on our electric utility operations. Within our Utility Operations segment, we centrally dispatch all generation assets and manage our overall utility operations on an integrated basis because of the substantial impact of cost-based rates and regulatory oversight. Generation/supply in Ohio and Virginia continue to have commission-determined transition rates. Virginia is currently considering returning to regulation for generation. While our Utility Operations segment remains our primary business segment, the emergence of other areas of our business prompted us to identify two new business segments in 2006. One of these new segments is our MEMCO Operations segment, which reflects our significant ongoing barging activities. We also identified our Generation and Marketing segment, which includes our nonregulated generating, marketing and risk management activities in the ERCOT market area. We no longer consider Investments - Gas Operations and Investments - UK Operations as reportable segments because we have sold substantially all of those assets.

Starting in the fourth quarter of 2006, our new segments and their related business activities are as follows:

Utility Operations
·
Generation of electricity for sale to U.S. retail and wholesale customers.
·
Electricity transmission and distribution in the U.S.

MEMCO Operations
·
Bulk commodity barging operations.

Generation and Marketing
·
IPPs, wind farms and marketing and risk management activities in ERCOT.

The table below presents our consolidated Income Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change for the years ended December 31, 2006, 2005 and 2004 (Earnings and Weighted Average Number of Basic Shares Outstanding in millions). We reclassified prior year amounts to conform to the current year’s presentation.

   
2006
 
2005
 
2004
 
   
Earnings
 
EPS (b)
 
Earnings
 
EPS (b)
 
Earnings
 
EPS (b)
 
Utility Operations
 
$
1,028
 
$
2.61
 
$
1,018
 
$
2.61
 
$
1,175
 
$
2.97
 
MEMCO Operations
   
80
   
0.20
   
21
   
0.05
   
12
   
0.03
 
Generation and Marketing
   
12
   
0.03
   
16
   
0.04
   
73
   
0.18
 
All Other (a)
   
(128
)
 
(0.32
)
 
(26
)
 
(0.06
)
 
(133
)
 
(0.33
)
Income Before Discontinued Operations, 
  Extraordinary Loss and Cumulative Effect of 
  Accounting Change
 
$
992
 
$
2.52
 
$
1,029
 
$
2.64
 
$
1,127
 
$
2.85
 
                                       
Weighted Average Number of Basic 
  Shares Outstanding
         
394
         
390
         
396
 

(a)
All Other includes:
 
·
Parent company’s guarantee revenue received from affiliates, interest income and interest expense and other nonallocated costs.
 
·
Our UK operations, which were sold in 2004.
 
·
Our gas pipeline and storage operations, which were sold in 2004 and 2005.
 
·
Other energy supply related businesses, including the Plaquemine Cogeneration Facility.
(b)
The earnings per share of any segment does not represent a direct legal interest in the assets and liabilities allocated to any one segment but rather represents a direct equity interest in AEP’s assets and liabilities as a whole.

2006 Compared to 2005

Income Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change in 2006 decreased $37 million compared to 2005 primarily due to a $136 million after-tax impairment recorded in the third quarter of 2006 related to the sale of the Plaquemine Cogeneration Facility offset by a $59 million increase in MEMCO Operations earnings. Utility Operations earnings increased $10 million due to new retail rates implemented in Ohio, Kentucky, Oklahoma, Virginia and West Virginia mostly offset by unfavorable weather, decreases in transmission revenues from the loss of SECA rates and increases in regulatory amortization and operating expenses.

Average basic shares outstanding increased to 394 million in 2006 from 390 million in 2005 primarily due to the issuance of shares under our incentive compensation and dividend reinvestment plans.  Actual shares outstanding were 397 million as of December 31, 2006.

2005 Compared to 2004

Income Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change in 2005 decreased $98 million compared to 2004 primarily due to gains on sales of equity investments in 2004 and a decrease in recorded stranded generation carrying costs income in 2005, as a result of the PUCT decisions related to TCC’s True-up Proceeding.

Average basic shares outstanding decreased to 390 million in 2005 from 396 million in 2004 primarily due to the common stock share repurchase program executed in 2005.  Actual shares outstanding were 394 million as of December 31, 2005. 

Our results of operations are discussed below according to our operating segments.

Utility Operations

Our Utility Operations include primarily regulated revenues with direct and variable offsetting expenses and net reported commodity trading operations. We believe that a discussion of the results from our Utility Operations segment on a gross margin basis is most appropriate in order to further understand the key drivers of the segment. Gross margin represents utility operating revenues less the related direct cost of fuel, including consumption of chemicals and emissions allowances, and purchased power.

   
2006
 
2005
 
2004
 
   
(in millions)
 
Revenues
 
$
12,011
 
$
11,389
 
$
10,764
 
Fuel and Purchased Power
   
4,669
   
4,288
   
3,704
 
Gross Margin
   
7,342
   
7,101
   
7,060
 
Depreciation and Amortization
   
1,435
   
1,315
   
1,281
 
Other Operating Expenses
   
3,843
   
3,801
   
3,749
 
Operating Income
   
2,064
   
1,985
   
2,030
 
Other Income, Net
   
177
   
103
   
330
 
Interest Charges and Preferred Stock Dividend Requirements
   
670
   
595
   
627
 
Income Tax Expense
   
543
   
475
   
558
 
Income Before Discontinued Operations, Extraordinary Loss
  and Cumulative Effect of Accounting Change
 
$
1,028
 
$
1,018
 
$
1,175
 

 
Summary of Selected Sales and Weather Data
For Utility Operations
For the Years Ended December 31, 2006, 2005 and 2004

   
 2006
 
2005
 
2004
 
Energy Summary
 
 (in millions of KWH)
 
Retail:
              
Residential
   
47,222
   
48,720
   
45,770
 
Commercial
   
38,579
   
38,605
   
37,203
 
Industrial
   
53,914
   
53,217
   
51,484
 
Miscellaneous
   
2,653
   
2,745
   
3,252
 
Total Retail (a)
   
142,368
   
143,287
   
137,709
 
                     
Wholesale
   
44,564
   
47,785
   
57,409
 
                     
Texas Wires Delivery
   
26,382
   
26,525
   
25,581
 
Total KWHs
   
213,314
   
217,597
   
220,699
 
 
(a)
Does not include retail sales to Texas Commercial and Industrial (Texas C&I) customers, which are included in the Generation and Marketing segment. Sales by Texas C&I were formerly included in the Utility Operations segment. Total KWHs sold to Texas C&I customers were 296 million, 470 million and 911 million for 2006, 2005 and 2004, respectively.
 

Cooling degree days and heating degree days are metrics commonly used in the utility industry as a measure of the impact of weather on results of operations. In general, degree day changes in our eastern region have a larger effect on results of operations than changes in our western region due to the relative size of the two regions and the associated number of customers within each. Cooling degree days and heating degree days in our service territory for the years ended December 31, 2006, 2005 and 2004 were as follows:

   
 2006
 
2005
 
2004
 
Weather Summary
 
 (in degree days)
 
Eastern Region
              
Actual - Heating (a)
   
2,477
   
3,130
   
2,992
 
Normal - Heating (b)
   
3,078
   
3,088
   
3,086
 
                     
Actual - Cooling (c)
   
923
   
1,153
   
877
 
Normal - Cooling (b)
   
985
   
969
   
974
 
                     
Western Region (d)
                   
Actual - Heating (a)
   
1,172
   
1,377
   
1,382
 
Normal - Heating (b)
   
1,605
   
1,615
   
1,624
 
                     
Actual - Cooling (c)
   
2,430
   
2,386
   
2,006
 
Normal - Cooling (b)
   
2,175
   
2,150
   
2,149
 

(a)
Eastern Region and Western Region heating degree days are calculated on a 55 degree temperature base.
(b)
Normal Heating/Cooling represents the thirty-year average of degree days.
(c)
Eastern Region and Western Region cooling degree days are calculated on a 65 degree temperature base.
(d)
Western Region statistics represent PSO/SWEPCo customer base only.

2006 Compared to 2005

Reconciliation of Year Ended December 31, 2005 to Year Ended December 31, 2006
Income from Utility Operations Before Discontinued Operations, Extraordinary Loss and
Cumulative Effect of Accounting Change
(in millions)

Year Ended December 31, 2005         $ 1,018  
               
Changes in Gross Margin:
             
Retail Margins
   
352
       
Off-system Sales
   
(18
)
     
Transmission Revenues
   
(140
)
     
Other Revenues
   
47
       
Total Change in Gross Margin
         
241
 
               
Changes in Operating Expenses and Other:
             
Other Operation and Maintenance
   
(39
)
     
Asset Impairments and Other Related Charges
   
39
       
Gain on Dispositions of Assets, Net
   
(50
)
     
Depreciation and Amortization
   
(120
)
     
Taxes Other Than Income Taxes
   
8
       
Carrying Costs Income
   
59
       
Other Income, Net
   
15
       
Interest and Other Charges
   
(75
)
     
Total Change in Operating Expenses and Other
         
(163
)
               
Income Tax Expense
         
(68
)
               
Year Ended December 31, 2006
       
$
1,028
 

Income from Utility Operations Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change increased $10 million to $1,028 million in 2006. The key driver of the increase was a $241 million increase in Gross Margin offset by a $163 million increase in Operating Expenses and Other and a $68 million increase in Income Tax Expense.

The major components of the net increase in Gross Margin were as follows:

·
Retail Margins increased $352 million primarily due to the following:
·
A $244 million increase related to new rates implemented in our Ohio jurisdictions as approved by the PUCO in our RSPs, a $67 million increase related to new rates implemented in other East jurisdictions of Kentucky, West Virginia and Virginia (subject to refund) and a $13 million increase related to new rates implemented in Oklahoma in June 2005.
·
A $123 million increase related to increased usage and customer growth of which $63 million relates to the purchase of the Ohio service territory of Monongahela Power in December 2005.
·
A $70 million increase related to increased sales to municipal, cooperative and other customers primarily as a result of new power supply contracts.
·
A $55 million increase related to decreased sharing of off-system sales margins with retail customers due to lower off-system sales and changes in the SIA.
These increases were partially offset by:
·
A $148 million increase in delivered fuel cost, which relates to the AEP East companies with inactive, capped or frozen fuel clauses.
·
A $95 million decrease in usage related to mild weather. As compared to the prior year, our eastern region and western region experienced 21% and 15% declines, respectively, in heating degree days. Also compared to the prior year, our eastern region experienced a 20% decrease in cooling degree days.
 
·
Margins from Off-system Sales decreased $18 million primarily due to lower generation availability in the west due to the sale of STP in May 2005, a reversal of a Texas regulatory provision in 2005 and lower margins from trading activities mostly offset by higher margins in the east.
·
Transmission Revenues decreased $140 million primarily due to the elimination of SECA revenues as of April 1, 2006 and a provision of $34 million recorded in 2006 related to potential SECA refunds pending settlement negotiations with various intervenors. We have a pending proposal with the FERC to replace SECA revenues. See the “Transmission Rate Proceedings at the FERC” section of Note 4.
·
Other Revenues increased $47 million primarily due to the sale of emission allowances and increased securitization revenues.

Utility Operating Expenses and Other and Income Taxes changed between years as follows:

·
Other Operation and Maintenance expenses increased $39 million primarily due to increases in generation expenses related to base operations and maintenance, distribution expenses related to vegetation management and service reliability, expenses at the Plaquemine Cogeneration Facility and favorable insurance adjustments which reduced expenses in 2005. These increases were partially offset by favorable variances related to expenses from the January 2005 ice storm in Ohio and Indiana and the recovery of the ice storm expenses in Ohio in 2006 and a decrease in severance costs related to the 2005 staffing and budget review.
·
Asset Impairments and Other Related Charges were $39 million in 2005 due to our retirement of two units at our Conesville Plant.
·
Gain on Disposition of Assets, Net decreased $50 million primarily resulting from revenues related to the earnings sharing agreement with Centrica as stipulated in the purchase-and-sale agreement from the sale of our REPs in 2002. In 2005, we reached a settlement with Centrica and received $112 million related to two years of earnings sharing whereas in 2006 we received $70 million related to one year of earnings sharing.
·
Depreciation and Amortization expense increased $120 million primarily due to increased Ohio regulatory asset amortization in conjunction with rate increases, increased Texas amortization of the securitized transition assets and higher depreciable property balances.
·
Carrying Costs Income increased $59 million primarily due to negative adjustments in 2005 related to the Texas True-up Proceeding orders received from the PUCT and an increase related to the Virginia environmental and reliability deferred costs.
·
Interest and Other Charges increased $75 million primarily due to additional debt issued in late 2005 and in 2006 and increasing interest rates, partially offset by an increase in allowance for borrowed funds used during construction.
·
Income Tax Expense increased $68 million due to an increase in pretax income, state income taxes, changes in certain book/tax differences accounted for on a flow-through basis and the recording of tax reserve adjustments. See “AEP System Income Taxes” section below for further discussion of fluctuations related to income taxes.

2005 Compared to 2004

Reconciliation of Year Ended December 31, 2004 to Year Ended December 31, 2005
Income from Utility Operations Before Discontinued Operations, Extraordinary Loss and
Cumulative Effect of Accounting Change
(in millions)

Year Ended December 31, 2004
       
$
1,175
 
               
Changes in Gross Margin:
             
Retail Margins
   
67
       
Off-system Sales
   
17
       
Transmission Revenues
   
(57
)
     
Other Revenues
   
14
       
Total Change in Gross Margin
         
41
 
               
Changes in Operating Expenses and Other:
             
Other Operation and Maintenance
   
(92
)
     
Asset Impairments and Other Related Charges
   
(39
)
     
Gain on Dispositions of Assets, Net
   
116
       
Depreciation and Amortization
   
(34
)
     
Taxes Other Than Income Taxes
   
(37
)
     
Other Income, Net
   
(227
)
     
Interest and Other Charges
   
32
       
Total Change in Operating Expenses and Other
         
(281
)
               
Income Tax Expense
         
83
 
               
Year Ended December 31, 2005
       
$
1,018
 

Income from Utility Operations Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change decreased $157 million to $1,018 million in 2005. Key driver of the decrease included a $281 million increase in Operating Expenses and Other, offset in part by a $41 million increase in Gross Margin and an $83 million decrease in Income Tax Expense.

The major components of the net increase in Gross Margin were as follows:

·
The increase in Retail Margins from our utility segment over the prior year was due to increased demand in both the East and the West as a consequence of higher usage in most classes and customer growth in the residential and commercial classes. The higher usage was primarily weather-related as cooling degree days increased 31% and 19% for the East and West, respectively. This load growth was partially offset by higher delivered fuel costs of approximately $129 million, of which the majority relates to our East companies with inactive fuel clauses.
·
Margins from Off-system Sales for 2005 were $17 million higher than in 2004 due to favorable price margins partially offset by a decrease in gross margin principally due to the sale of almost all of our Texas generation assets to support Texas stranded cost recovery.
·
Transmission Revenues decreased $57 million primarily due to the loss of through-and-out rates as mandated by the FERC.

Utility Operating Expenses and Other changed between years as follows:

·
Other Operation and Maintenance expenses increased $92 million due to an $87 million increase in generation expense related to strong retail and wholesale sales and capacity requirements, increased plant maintenance in 2005 and PJM expenses of $30 million. Additionally, distribution maintenance expense increased $91 million from tree trimming and reliability work. These increases were partially offset by reduced administrative and general expenses of $90 million.
·
Asset Impairments and Other Related Charges for 2005 included a $39 million impairment related to the retirement of two units at CSPCo’s Conesville Plant.
·
Gain on Dispositions of Assets, Net increased $116 million resulting from the receipt of net revenues related to the earnings sharing agreement with Centrica as stipulated in the purchase-and-sale agreement from the sale of our REPs in 2002. We reached an agreement with Centrica in March 2005 resolving disputes back to 2002 on how such amounts were calculated.
·
Depreciation and Amortization expense increased $34 million primarily due to a higher depreciable asset base.
·
Taxes Other Than Income Taxes increased $37 million due to increased property tax values and assessments and higher state excise taxes due to the increase in taxable KWH sales.
·
Other Income, Net decreased $227 million primarily due to the following:
 
·
A $321 million decrease related to carrying costs recorded by TCC on its net stranded generation costs and its capacity auction true-up asset. In 2004, TCC booked $302 million of carrying costs income related to 2002 through 2004. Upon receipt of the final order in February 2006 in TCC’s True-up Proceeding, we determined that adjustments to those carrying costs were required, resulting in carrying costs expense of $19 million in 2005 for TCC.
This decrease was offset by:
 
·
A $56 million increase related to the establishment of regulatory assets for carrying costs on environmental capital expenditures and RTO expenses by our Ohio companies related to the Rate Stabilization Plans.
 
·
A $20 million increase related to increased interest income and increased AFUDC due to extensive construction activities occurring in 2005.
 
·
A $14 million increase related to the establishment of regulatory assets for carrying costs on environmental and reliability deferred costs for APCo.
·
Interest and Other Charges decreased $32 million from the prior period primarily due to refinancings of higher coupon debt at lower interest rates and the retirement of debt in 2004 and 2005.
·
Income Tax Expense decreased $83 million due to the decrease in pretax income and tax return adjustments. See “AEP System Income Taxes” section below for further discussion of fluctuations related to income taxes.

MEMCO Operations

2006 Compared to 2005

Income Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change from our MEMCO Operations segment increased from $21 million in 2005 to $80 million in 2006. The increase was primarily related to strong demand and a tight supply of barges resulting in increased barge freight rates and utilization. Additionally, 2006 operating conditions for our barging operations improved from 2005 when hurricanes, severe ice and flooding caused increased operating costs.

2005 Compared to 2004

Income Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change from our MEMCO Operations segment increased from $12 million in 2004 to $21 million in 2005. The increase was primarily related to favorable barging activity due to strong demand and a tight supply of barges, resulting in a 45% increase in freight rates between 2004 and 2005.

Generation and Marketing

2006 Compared to 2005

Income Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change from our Generation and Marketing segment in 2006 was essentially flat when compared to 2005.

2005 Compared to 2004

Income Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change from our Generation and Marketing segment decreased from $73 million in 2004 to $16 million in 2005. The decrease was primarily due to a $64 million after-tax gain on the sale of our equity investments in the Colorado and Florida independent power producers in 2004.

All Other

2006 Compared to 2005

Loss Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change from All Other increased from a $26 million loss in 2005 to a $128 million loss in 2006. The increase primarily relates to the $136 million after-tax impairment recorded in the third quarter of 2006 related to the sale of the Plaquemine Cogeneration Facility, partially offset by lower interest expense and associated buyback costs related to the redemption of $550 million of senior unsecured notes in April 2005.

2005 Compared to 2004

Loss Before Discontinued Operations, Extraordinary Loss and Cumulative Effect of Accounting Change decreased from a $133 million loss in 2004 to a $26 million loss in 2005. The 2005 results include only one-month of HPL’s operations compared to a full year of HPL operations in 2004 due to the sale of HPL in January of 2005. We also resolved a portion of our outstanding Enron litigation in 2005 resulting in a net of tax settlement cost of approximately $28 million.

AEP System Income Taxes

Income Tax Expense increased $55 million between 2005 and 2006 primarily due to an increase in pretax book income, state income taxes and changes in certain book/tax differences accounted for on a flow-through basis and the recording of tax reserve adjustments.

Income Tax Expense decreased $142 million between 2004 and 2005 primarily due to a decrease in pretax book income, state income taxes and changes in certain book/tax differences accounted for on a flow-through basis, offset in part by the recording of the tax return adjustments.

FINANCIAL CONDITION

We measure our financial condition by the strength of our balance sheet and the liquidity provided by our cash flows. During 2006, we maintained our strong financial condition as reflected by the following actions and events:

·
We maintained stable credit ratings across the AEP System including our rated subsidiaries;
·
We issued $1.74 billion of securitization bonds for Texas stranded costs; and
·
Standard and Poor’s improved our business risk profile rating from six to five.

Debt and Equity Capitalization ($ in millions)
   
December 31, 2006
 
December 31, 2005
 
Long-term Debt, including amounts due within one year
 
$
13,698
   
59.1
%
$
12,226
   
57.2
%
Short-term Debt
   
18
   
0.0
   
10
   
0.0
 
Total Debt
   
13,716
   
59.1
   
12,236
   
57.2
 
Common Equity
   
9,412
   
40.6
   
9,088
   
42.5
 
Preferred Stock
   
61
   
0.3
   
61
   
0.3
 
                           
Total Debt and Equity Capitalization
 
$
23,189
   
100.0
%
$
21,385
   
100.0
%

As a consequence of the capital changes during 2006, primarily the issuance of the securitization bonds and the adoption of SFAS 158, our ratio of debt to total capital increased from 57.2% to 59.1%.

In September 2006, the FASB issued SFAS 158 related to phase one of its pension and postretirement benefit accounting project. The new standard requires the recognition of a liability for pension and postretirement benefit plans, thereby eliminating on the balance sheet the SFAS 87 and SFAS 106 deferral and amortization of net actuarial gains and losses. The adoption during the fourth quarter of 2006 resulted in a negative impact on our common equity at December 31, 2006 due to the recognition of a $235 million net of tax accumulated other comprehensive income reduction to common equity for those jurisdictions where we could not record a regulatory asset.

Liquidity

Liquidity, or access to cash, is an important factor in determining our financial stability. We are committed to maintaining adequate liquidity.

Credit Facilities

We manage our liquidity by maintaining adequate external financing commitments. At December 31, 2006, our available liquidity was approximately $3.3 billion as illustrated in the table below:

   
Amount
 
Maturity
 
   
(in millions)
     
Commercial Paper Backup:
          
Revolving Credit Facility
 
$
1,500
   
March 2010
 
Revolving Credit Facility
   
1,500
   
April 2011
 
Total
   
3,000
       
Cash and Cash Equivalents
   
301
       
Total Liquidity Sources
   
3,301
       
Less: Letters of Credit Drawn
   
26
       
               
Net Available Liquidity
 
$
3,275
       

In 2006, we amended the terms and increased the size of our credit facilities from $2.7 billion to $3 billion on terms more economically favorable than the previous agreements. The amended facilities are structured as two $1.5 billion credit facilities, each with an option to issue up to $200 million as letters of credit.

Debt Covenants and Borrowing Limitations

Our revolving credit agreements contain certain covenants and require us to maintain our percentage of debt to total capitalization at a level that does not exceed 67.5%. The method for calculating our outstanding debt and other capital is contractually defined. At December 31, 2006, this contractually-defined percentage was 54.0%. Nonperformance of these covenants could result in an event of default under these credit agreements. At December 31, 2006, we complied with all of the covenants contained in these credit agreements. In addition, the acceleration of our payment obligations, or the obligations of certain of our subsidiaries, prior to maturity under any other agreement or instrument relating to debt outstanding in excess of $50 million would cause an event of default under these credit agreements and permit the lenders to declare the outstanding amounts payable.

The two revolving credit facilities do not contain a material adverse change clause in the event of a draw on either facility.

Under a regulatory order, our utility subsidiaries, other than TCC, cannot incur additional indebtedness if the issuer’s common equity would constitute less than 30% of its capital. In addition, this order restricts those utility subsidiaries from issuing long-term debt unless that debt will be rated investment grade by at least one nationally recognized statistical rating organization. At December 31, 2006, all applicable utility subsidiaries complied with this order.

Utility Money Pool borrowings and external borrowings may not exceed amounts authorized by regulatory orders. At December 31, 2006, we had not exceeded those authorized limits.

Dividend Policy and Restrictions

We have declared common stock dividends payable in cash in each quarter since July 1910, representing 387 consecutive quarters. The Board of Directors increased the quarterly dividend from $0.37 to $0.39 per share in October 2006. Future dividends may vary depending upon our profit levels, operating cash flow levels and capital requirements, as well as financial and other business conditions existing at the time.

Credit Ratings

Our current credit ratings are as follows:

   
 Moody’s
 
 S&P
 
 Fitch
 
                  
AEP Short Term Debt
   
P-2
 
 
A-2
 
 
F-2
 
AEP Senior Unsecured Debt
   
Baa2
 
 
BBB
 
 
BBB
 

If we or any of our rated subsidiaries receive an upgrade from any of the rating agencies listed above, our borrowing costs could decrease. If we receive a downgrade in our credit ratings by one of the rating agencies listed above, our borrowing costs could increase and access to borrowed funds could be negatively affected.

Cash Flow

Managing our cash flows is a major factor in maintaining our liquidity strength.

   
2006
 
2005
 
2004
 
   
(in millions)
 
Cash and Cash Equivalents at Beginning of Period
 
$
401
 
$
320
 
$
778
 
Net Cash Flows From Operating Activities
   
2,732
   
1,877
   
2,711
 
Net Cash Flows Used For Investing Activities
   
(3,743
)
 
(1,005
)
 
(329
)
Net Cash Flows From (Used For) Financing Activities
   
911
   
(791
)
 
(2,840
)
Net Increase (Decrease) in Cash and Cash Equivalents
   
(100
)
 
81
   
(458
)
Cash and Cash Equivalents at End of Period
 
$
301
 
$
401
 
$
320
 

Cash from operations, combined with a bank-sponsored receivables purchase agreement and short-term borrowings, provides working capital and allows us to meet other short-term cash needs. We use our corporate borrowing program to meet the short-term borrowing needs of our subsidiaries. The corporate borrowing program includes a Utility Money Pool, which funds the utility subsidiaries, and a Nonutility Money Pool, which funds the majority of the nonutility subsidiaries. In addition, we also fund, as direct borrowers, the short-term debt requirements of other subsidiaries that are not participants in either money pool for regulatory or operational reasons. As of December 31, 2006, we had credit facilities totaling $3 billion to support our commercial paper program. The maximum amount of commercial paper outstanding during 2006 was $325 million. The weighted-average interest rate of our commercial paper during 2006 was 4.96%. We generally use short-term borrowings to fund working capital needs, property acquisitions and construction until long-term funding is arranged. Sources of long-term funding include issuance of common stock or long-term debt and sale-leaseback or leasing agreements. Utility Money Pool borrowings and external borrowings may not exceed authorized limits under regulatory orders. See the discussion below for further detail related to the components of our cash flows.

Operating Activities
   
2006
 
2005
 
2004
 
   
(in millions)
 
Net Income
 
$
1,002
 
$
814
 
$
1,089
 
Less: Discontinued Operations, Net of Tax
   
(10
)
 
(27
)
 
(83
)
Income Before Discontinued Operations
   
992
   
787
   
1,006
 
Noncash Items Included in Earnings
   
1,535
   
1,494
   
1,315
 
Changes in Assets and Liabilities
   
205
   
(404
)
 
390
 
Net Cash Flows From Operating Activities
 
$
2,732
 
$
1,877
 
$
2,711
 

Net Cash Flows From Operating Activities increased in 2006 because we did not make a pension contribution in 2006 compared with a $626 million contribution in 2005 and increased recovery of deferred fuel. In 2005, we initiated fuel proceedings in Oklahoma, Texas, Virginia and Arkansas seeking recovery of increased fuel costs.

Net Cash Flows From Operating Activities were approximately $2.7 billion in 2006 consisting primarily of Income Before Discontinued Operations of $992 million. Income Before Discontinued Operations included noncash expense items primarily for depreciation, amortization, accretion, deferred taxes and deferred investment tax credits. Under-recovered fuel costs decreased due to recoveries under proceedings we initiated in Oklahoma, Texas, Virginia and Arkansas during 2005. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital, as well as items that represent future rights or obligations to receive or pay cash, such as regulatory assets and liabilities. The current period activity in these asset and liability accounts relates to a number of items; the most significant is a $232 million decrease in cash related to customer deposits held for trading activities generally due to lower gas and power market prices.

Net Cash Flows From Operating Activities were approximately $1.9 billion in 2005. We produced Income Before Discontinued Operations of $787 million. Income Before Discontinued Operations included noncash expense items primarily for depreciation, amortization, accretion, deferred taxes and deferred investment tax credits. We made contributions of $626 million to our pension trusts. Under-recovered fuel costs increased due to the higher cost of fuel, especially natural gas. In 2005, we initiated fuel proceedings in Oklahoma, Texas, Virginia and Arkansas seeking recovery of our increased fuel costs. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital, as well as items that represent future rights or obligations to receive or pay cash, such as regulatory assets and liabilities. The current period activity in these asset and liability accounts relates to a number of items; the most significant are a $140 million cash increase from Accounts Payable due to higher fuel and allowance acquisition costs not paid at December 31, 2005 and an increase in Customer Deposits held for trading activities of $157 million related to market prices.

Net Cash Flows From Operating Activities were $2.7 billion in 2004 consisting of our Income Before Discontinued Operations of $1 billion and noncash charges of $1.6 billion for depreciation, amortization and deferred taxes. We recorded $302 million in noncash income for carrying costs on Texas stranded cost recovery and recognized an after-tax, noncash Extraordinary Loss of $121 million to provide for probable disallowances to TCC’s stranded generation costs. We realized gains of $157 million on sales of assets, primarily the IPPs and our South Coast equity investment. We made $231 million of contributions to our pension trusts. Changes in Assets and Liabilities represent those items that had a current period cash flow impact, such as changes in working capital, as well as items that represent future rights or obligations to receive or pay cash, such as regulatory assets and liabilities. Changes in working capital items resulted in cash from operations of $430 million predominantly due to increased accrued income taxes. During 2004, we did not make any federal income tax payments for our 2004 federal income tax liability since our consolidated tax group was not required to make any 2004 quarterly estimated federal income tax payments.

Investing Activities
   
2006
 
2005
 
2004
 
   
(in millions)
 
Construction Expenditures
 
$
(3,528
)
$
(2,404
)
$
(1,637
)
Change in Other Temporary Cash Investments, Net
   
(33
)
 
76
   
32
 
Investment in Discontinued Operations, Net
   
-
   
-
   
(59
)
Purchases/Sales of Investment Securities, Net
   
(279
)