UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
(Full title of the plan)
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office)
1
AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
PAGE
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INDEPENDENT AUDITORS' REPORT. . . . . . . . . . . . . . . . . . . . . . . 4
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits . . . . . . . . . . . . 5
Statements of Changes in Net Assets Available for Benefits. . . . . . . 6
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . 7-12
SUPPLEMENTAL SCHEDULE:
Schedule of Assets (Held at End of Year) as of December 31, 2002. . . . 13-14
EXHIBITS:
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Consent of Independent Auditors . . . . . . . . . . . . . . . . . . . . 16
Certification Pursuant to Section 1350 of Chapter 63 of Title 18
of the United States Code . . . . . . . . . . . . . . . . . . . . . . . 17
2
AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Employee Benefit Trusts Committee has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
By: /s/ J. Steven Kiser
--------------------------------------------------
J. Steven Kiser, Secretary
Employee Benefit Trusts Committee
Date: June 25, 2003
3
INDEPENDENT AUDITORS' REPORT
American Electric Power Service Corporation, as Plan Administrator:
We have audited the accompanying statements of net assets available for
benefits of the American Electric Power System Retirement Savings Plan
(the "Plan") as of December 31, 2002 and 2001, and the related
statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by Plan management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the Plan as
of December 31, 2002 and 2001, and the changes in net assets available
for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule
listed in the Table of Contents is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 (ERISA). This
supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Columbus, Ohio
June 25, 2003
4
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
--------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of
December 31, 2002 As Of December 31,2001
----------------- ------------------------------------------------------------
Participant Non-Participant
Directed Directed Total
----------------- ----------------- ------------------ --------------------
ASSETS:
Investments:
Group Annuity, Bank Investment and
Other Fixed Income Contracts $ 848,003,235 $ 578,126,683 $ - $ 578,126,683
American Electric Power Company, Inc. -
Common Stock 478,716,705 375,886,712 103,093,336 478,980,048
Registered Investment Company Funds 763,651,665 702,992,316 702,992,316
Fidelity Institutional Cash Portfolio Fund 30,612,743 20,533,760 4,737,152 25,270,912
Participant Loans 43,986,815 15,746,700 15,746,700
----------------- ----------------- ------------------ --------------------
Total Investments 2,164,971,163 1,693,286,171 107,830,488 1,801,116,659
Other Receivables 1,881,506 - 17,695 17,695
----------------- ----------------- ------------------ --------------------
NET ASSETS AVAILABLE FOR BENEFITS $2,166,852,669 $1,693,286,171 $107,848,183 $1,801,134,354
================ ================= ================== ====================
See notes to financial statements.
5
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
---------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2002 Year Ended December 31, 2001
----------------------------------------------- ------------------------------------------------
Participant Non-Participant Participant Non-Participant
Directed Directed Total Directed Directed Total
-------------- -------------- --------------- --------------- -------------- ---------------
NET INVESTMENT INCOME:
Interest $ 33,317,009 $ - $ 33,317,009 $ 32,752,473 $ - $ 32,752,473
Dividends 34,843,399 - 34,843,399 22,561,653 13,732,926 36,294,579
Net Appreciation
(Depreciation) in
Fair Value of
Investments (314,703,562) 849,510 (313,854,052) (168,854,012) 5,355,746 (163,498,266)
--------------- -------------- --------------- --------------- -------------- ---------------
Total Net Investment
Income (Loss) (246,543,154) 849,510 (245,693,644) (113,539,886) 19,088,672 (94,451,214)
INTERFUND TRANSFERS (165,961) 165,961 - 149,244 (149,244) -
TRANSFERS FROM OTHER
QUALIFIED PLANS - - - 2,907,877 - 2,907,877
CONTRIBUTIONS:
Participants 108,595,791 - 108,595,791 97,738,982 - 97,738,982
Employer 25,537,114 5,086,876 30,623,990 14,809,841 24,473,112 39,282,953
--------------- -------------- --------------- --------------- -------------- ---------------
Total Contributions 134,132,905 5,086,876 139,219,781 112,548,823 24,473,112 137,021,935
DISTRIBUTIONS TO PARTICIPANTS (129,971,864) (1,758,865) (131,730,729) (101,266,539) (36,051,347) (137,317,886)
--------------- -------------- --------------- --------------- -------------- ---------------
TRANSFERRED IN FROM CSW PLAN 603,922,907 - 603,922,907 - - -
TRANSFER TO PARTICIPANT DIRECTED 112,191,665 (112,191,665) - - - -
INCREASE (DECREASE) IN
NET ASSETS 473,566,498 (107,848,183) 365,718,315 (99,200,481) 7,361,193 (91,839,288)
--------------- -------------- --------------- --------------- -------------- ---------------
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF
YEAR 1,693,286,171 107,848,183 1,801,134,354 1,792,486,652 100,486,990 1,892,973,642
--------------- -------------- --------------- --------------- -------------- ---------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $2,166,852,669 $ - $2,166,852,669 $1,693,286,171 $107,848,183 $1,801,134,354
=============== ============== =============== =============== ============== ===============
See notes to financial statements
6
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
----------------------------------------------
1. PLAN DESCRIPTION
The following description of the American Electric Power System
Retirement Savings Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan
documents for more complete information.
The Plan became effective and commenced operations on January 1, 1978.
Employees are eligible to become participants in the Plan on the first
day of employment. Generally, eligible employees participating in the
Plan may make contributions in 1% increments up to 20% of their salary.
Effective August 1, 2002, AEP employees ages 50 and older were able to
save an additional $1,000 in pre-tax dollars for 2002. The employers
contribute to the Plan, on behalf of each participant, an amount equal
to 75% of the participant's contribution up to 6% of the participant's
compensation for each payroll period, subject to certain limitations.
All contributions are participant directed. All contributions are
deposited to the trust after each pay period. The Tax Reform Act of
1986 restricts the amount that certain participants who are deemed
highly compensated may contribute to the Plan. Participants are allowed
to change investment elections, change contribution percentages, or
move existing fund balances on a daily basis.
Effective June 15, 2000, American Electric Power Company Inc. (the
Company) entered into a merger with Central and South West Corporation
(CSW). The merger agreement provided that the CSW qualified plans
remain in effect until July 1, 2002. The Plan merged with the Central
and South West Corporation Retirement Savings (CSW Plan) on December
31, 2002. All assets of the CSW Plan were transferred to the Plan on
this date.
Effective January 1, 2002, the AEP Stock Fund, a Plan investment
option, was converted to an Employee Stock Ownership Plan (ESOP). As
a result, participants can elect to have dividends generated from their
AEP Stock Fund holdings paid out in cash, rather than automatically
reinvesting in the fund. The dividend payouts are made each December
and are treated as normal income for tax purposes. The 10 percent
early withdrawal penalty for individuals under age 59 1/2 does not
apply.
American Electric Power Service Corporation is the Plan Administrator
(Plan Administrator). Fidelity Management Trust Company (Fidelity) is
the Trustee for all funds except the Fixed Income Fund, and is the
Recordkeeper for the entire Plan. Key Trust Company of Ohio, N.A. (Key
Trust) is Trustee for the Fixed Income Fund. Effective December 31,
2002, Fidelity replaced Key Trust as trustee for the Managed Income
Fund (formerly Fixed Income Fund).
Effective March 1, 2002, participants of any age may direct the
investment of a portion or all of the value of the existing employer
contributions in the AEP Stock Fund. Also, the employer contributions
will be allocated according to the employee's other contribution
investment elections. During 2002, participants could direct the
investment of their contributions to any combination of the following
funds:
The Fixed Income Fund, the objective of which is to invest in
contracts with various insurance and financial institutions at
varying annual interest rates, maturing over periods
approximating five years or less and temporary investments in
the Employee Benefits Money Market Fund and the Fidelity
Institutional Cash Portfolio.
7
The AEP Stock Fund, the objective of which is to invest in
American Electric Power Company, Inc. (AEP) common stock and
temporary investments in the Fidelity Institutional Cash
Portfolio Money Market Fund.
The Fidelity Puritan Fund, the objective of which is to invest
in a broadly diversified portfolio of domestic and foreign
common stocks, and preferred stocks and bonds, including
lower-quality, high-yield debt securities. The prospectus for
the Puritan Fund indicates that the Puritan Fund is a growth
and income fund.
The Fidelity OTC Portfolio, the objective of which is to
invest in common stocks, preferred stocks, securities
convertible into common stocks, and debt securities that are
traded on the over-the-counter (OTC) securities market. The
prospectus for the OTC Portfolio indicates that the OTC
Portfolio is a growth fund.
The Fidelity Overseas Fund, the objective of which is to
invest in foreign securities, including common stocks and
securities convertible into common stocks, as well as debt
instruments. The prospectus for the Overseas Fund indicates
that the Overseas Fund is an international growth fund.
The Fidelity Blue Chip Growth Fund, the objective of which is
to invest in a diversified portfolio of common stocks of
well-known and established domestic and foreign companies. The
prospectus for the Blue Chip Growth Fund indicates that the
Blue Chip Growth Fund is a growth fund.
The Fidelity Equity Income Fund, the objective of which is to
seek reasonable income and also to consider the potential for
capital appreciation. The fund seeks a yield that exceeds the
yield on the securities comprising the Standard and Poor's 500
index and normally invests at least 80% of its total assets in
income-producing equity securities, while potentially
investing in other types of equity securities and debt
securities, including lower-quality debt securities.
The Fidelity Low-Priced Stock Fund, the objective of which is
to seek capital appreciation by normally investing at least
80% of total assets in low-priced common stocks ($35 or less
at time of purchase), which can lead to investments in small
and medium-sized companies.
The Fidelity Freedom Income Fund, the objective of which is to
seek high current income and, secondarily, to seek capital
appreciation. The fund invests in a combination of Fidelity
equity, fixed-income, and money market funds (underlying
Fidelity Funds) and allocates its assets among these funds
according to a stable asset allocation strategy designed for
investors already in retirement.
The Fidelity Freedom 2000 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2000 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2000.
8
The Fidelity Freedom 2010 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2010 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2010.
The Fidelity Freedom 2020 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2020 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2020.
The Fidelity Freedom 2030 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2030 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2030.
The Fidelity Freedom 2040 Fund, the objective of which is to
seek high total return, by investing in a combination of
Fidelity equity, fixed-income, and money market funds
(underlying Fidelity funds) and allocating its assets among
these funds according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2040 approaches
its target retirement date. Targeted to investors expected to
retire around the year 2040.
The Fidelity Spartan U.S. Equity Index Portfolio, the
objective of which is to invest in a group of common stocks.
The prospectus for the Spartan U.S. Equity Index portfolio
indicates that the Spartan U.S. Equity Index Portfolio is a
growth and income fund which is designed to approximate the
composition and total return of the S&P 500. The fund was
terminated as an investment option in 2002.
The Fidelity U.S. Equity Index Commingled Pool, the objective
of which is to invest 90% of the pools assets in securities of
companies which compose the S&P 500 Stock Price Index.
Participants may transfer the value of their own cumulative
contributions, in any whole percentage or dollar amount, among
investments, and change their investment elections on a daily basis.
Participants may change their contribution elections coinciding with
company payroll periods. Excluding their pre-tax contributions,
participants may make an unlimited number of withdrawals of their
interest in the Plan, including company matching contributions which
are immediately vested. Pre-tax contributions are not eligible for
withdrawal by participants not yet age 59-1/2, except under hardship as
defined by the Plan or severance of employment.
Participants may borrow from their savings plan accounts, a minimum of
$1,000 but no more than the lesser of $50,000 or 50% of their account
balance. Loan terms range from six months to 54 months, or any monthly
increment in-between. The loan period cannot extend beyond the date
that the participant reaches age 70-1/2. Interest rates, fixed for the
life of the loan, are calculated by adding 1% to the prime rate, as
reported in the Eastern edition of the Wall Street Journal, in effect
as of the first business day of the calendar quarter in which the loan
is taken. Active employees make principal and interest payments through
payroll deductions. Retirees/surviving spouses make monthly payments
using a coupon book.
9
2. ACCOUNTING POLICIES
The accompanying financial statements are prepared on the accrual basis
of accounting.
Investments have been recorded based on the trade-date and are reported
in the Statements of Net Assets Available for Benefits at fair value or
contract value. The AEP Stock Fund investments are valued at year-end
quoted closing prices. The year-end valuations for the various Fidelity
funds are based on the closing market prices for the underlying
securities as provided by the Trustee. The Fixed Income Fund contracts
are valued at book value which is equal to cost plus interest, as the
contracts are fully benefit responsive.
Dividends and interest income are recorded as earned. These amounts are
reinvested by the Trustees in the same funds which generated such
income, with the exception of the AEP Stock Fund which pays out or
reinvests dividends at the participants' discretion. Investment
management fees are accounted for as a reduction in net investment
income. All other Plan administration expenses are paid by the employer
with the exception of per transaction charges for withdrawals and
"minimum required distributions" which are borne by the participants.
Distributions are recorded when paid. There were no amounts due to
participants who requested distributions from the Plan for the years
ended December 31, 2002 and 2001.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
3. INVESTMENT CONTRACT VALUATION
The Plan has a fixed income fund with Key Trust as Trustee, which
invests primarily in fully benefit responsive investment contracts. Key
Trust maintains the assets in a custodian account. Effective December
31, 2002, Fidelity replaced Key Trust as trustee for the Managed Income
Fund (formerly Fixed Income Fund). There are no reserves against
contract value for credit risk of the contract issuer or otherwise. The
account is credited with earnings on the underlying investments and
charged for Plan withdrawals (credited interest rates ranged from 7.53%
to 2.21% for both 2002 and 2001). The average yield was 4.61% and
5.82% for fiscal years ending December 31, 2002 and 2001, respectively.
The investment is recorded in the financial statements based on the
contract value of the underlying investment contracts, which
approximates fair value, as reported to the Plan by Fidelity. Contract
value represents contributions made under the contract, plus earnings,
less withdrawals.
10
4. INVESTMENTS EXCEEDING 5% OF THE PLAN NET ASSETS
Investments exceeding five percent of net assets were:
Fair Value
---------------------------
December 31,
2002 2001
------------ ------------
AEP Common Stock - Participant Directed . . . $478,716,705 $375,886,712
Fidelity Blue Chip Growth Fund. . . . . . . . $208,225,489 $186,856,235
Fidelity US Equity Index Pool . . . . . . . .$163,332,010 -
Fidelity Managed Income Portfolio II. . . . .$212,009,396 -
AEP Common Stock - Non-Participant Directed .$ - $103,093,336
Fidelity Spartan U.S. Equity Index Portfolio.$ - $227,166,030
Fidelity OTC Portfolio. . . . . . . . . . . .$ - $124,351,349
5. NET DEPRECIATION IN FAIR VALUE OF INVESTMENTS
During 2002 and 2001, the Plan's investments (including investments
bought, sold as well as held during the year) depreciated in value by
$(313,854,052) and $(163,498,266), respectively, as follows:
December 31,
2002 2001
------------ ------------
Investments at Fair Value:
American Electric Power Company, Inc. -
Common Stock. . . . . . . . . . . . . . . $(156,578,770) $ (31,587,409)
Investments at Estimated Fair Value:
Registered Investment Companies and
Group Annuity, Bank Investment and
Other Fixed Income Contracts. . . . . . . (157,275,282) (131,910,857)
------------- -------------
Total . . . . . . . . . . . . . . . . . $(313,854,052) $(163,498,266)
============= =============
6. FEDERAL INCOME TAX
The Internal Revenue Service (IRS) has determined that the Plan meets
the requirements of Section 401(a) of the Code; therefore, the Plan is
exempt from federal income tax pursuant to Section 501(a) of the Code.
The Plan obtained its latest determination letter on November 13, 1997,
in which the IRS stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Code. The Plan has
been amended since receiving the determination letter. However, the
plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
Under current income tax laws and regulations, participants are not
subject to federal income tax on the employer contributions to their
accounts or on the accumulated earnings on employee and employer
contributions until such amounts are distributed to participants.
Employees have the option to make contributions to the Plan on a
pre-tax basis, in which case federal income tax is deferred until such
amounts are distributed.
7. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants remain 100 percent vested in their
accounts.
11
8. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest.
9. LEGAL ISSUES
In the fourth quarter of 2002 and the first quarter of 2003, three
lawsuits were filed on behalf of the Plan against American Electric
Power Company, Inc. (AEP), certain AEP executives, and AEP's Employee
Retirement Income Security Act (ERISA) Plan Administrator alleging
violations of ERISA in the selection of AEP stock as an investment
alternative, breach of fiduciary duties and breach of contract and in
the allocation of assets to AEP Stock. The ERISA actions are pending in
federal District Court, Columbus, Ohio. The actions are in the initial
pleading stage. AEP intends to vigorously defend against these actions.
12
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
----------------------------------------------------------------------------------------
ASSETS HELD AS OF DECEMBER 31, 2002
NUMBER OF FAIR/CONTRACT
SHARES/UNITS VALUE COST
--------------- -------------- --------------
THE FIXED INCOME FUND:
Fixed Income Contract -
AIG Life Insurance Company
7.53% effective annual yield to
July 31, 2003. . . . . . . . . . . . $ 24,728,637 $ 24,728,637
Fixed Income Contract -
Fidelity Managed Income Portfolio II
variable annual yield with an
indeterminate maturity date. . . . . 212,009,396 212,009,396
Group Annuity Contract -
Key Bank EPL
Variable annual yield with an
indeterminate maturity date. . . . . 30,031,551 30,031,551
Group Annuity Contract -
Metropolitan Life Inc. Company
4.58% effective annual yield to
April 30, 2003 . . . . . . . . . . . 63,848,718 63,848,718
Group Annuity Contract -
Monumental Life Insurance Company
5.65% effective annual yield to
January 30, 2004 . . . . . . . . . . 16,219,286 16,219,286
Group Annuity Contract -
National Westminster Bank
2.21% effective annual yield to
October 31, 2005 . . . . . . . . . . 24,956,496 24,956,496
Group Annuity Contract -
New York Life Insurance Company
5.83% effective annual yield to
January 31, 2003 . . . . . . . . . . 15,462,103 15,462,103
Group Annuity Contract -
New York Life Insurance Company
5.44% effective annual yield to
April 29, 2005 . . . . . . . . . . . 16,173,464 16,173,464
Fixed Income Contract -
Norwest Bank Minnesota
variable annual yield with an
indeterminate maturity date. . . . . 50,850,206 50,850,206
Group Annuity Contract -
Principle Mutual Life
6.00% effective annual yield to
October 31, 2003 . . . . . . . . . . 44,928,482 44,928,482
Group Annuity Contract -
Protective Life Insurance Company
6.39% effective annual yield to
April 30, 2004 . . . . . . . . . . . 11,259,443 11,259,443
Group Annuity Contract -
Prudential Insurance Company America
6.00% effective annual yield to
indeterminate maturity date. . . . . 11,178,747 11,178,747
Group Annuity Contract -
Rabobank Nederland
variable annual yield with an
indeterminate maturity date. . . . . 63,305,201 63,305,201
Group Annuity Contract -
Rabobank Nederland
variable annual yield with an
indeterminate maturity date. . . . . 63,301,745 63,301,745
13
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
----------------------------------------------------------------------------------------
ASSETS HELD AS OF DECEMBER 31, 2002 (Continued)
NUMBER OF FAIR/CONTRACT
SHARES/UNITS VALUE COST
--------------- -------------- --------------
THE FIXED INCOME FUND (Continued)
Group Annuity Contract -
Security Life of Denver
Insurance Company
6.60% effective annual yield to
August 3, 2004 . . . . . . . . . . . 31,095,299 31,095,299
Group Annuity Contract -
Security Life of Denver
Insurance Company
5.25% effective annual yield to
May 1, 2006. . . . . . . . . . . . . 20,786,084 20,786,084
Group Annuity Contract -
State Street Bank & Trust Company
6.60% effective annual yield to
indeterminate maturity date. . . . . 55,184,895 55,184,895
Group Annuity Contract -
Transamerica Life & Annuity
variable annual yield with an
indeterminate maturity date. . . . . 61,427,432 61,427,432
Group Annuity Contract -
Travelers Insurance Co.
4.67% effective annual yield to
indeterminate maturity date. . . . . 31,256,050 31,256,050
-------------- --------------
Subtotal. . . . . . . . . . . . . . . 848,003,235 848,003,235
Fidelity Institutional Cash
Portfolio Fund . . . . . . . . . . . 28,862,251 Units 28,862,251 28,862,251
-------------- --------------
TOTAL - THE FIXED INCOME FUND . . . $ 876,865,486 $ 876,865,486
-------------- --------------
THE AEP STOCK FUND:
American Electric Power Company, Inc.
Common Stock $6.50 par value . . . . 12,370,951 Shares $ 478,716,705 $ 561,925,665
Fidelity Institutional
Cash Portfolio Fund . . . . . . . . 1,750,492 Units 1,750,492 1,750,492
-------------- --------------
TOTAL - THE AEP STOCK FUND. . . . . $ 480,467,197 $ 563,676,157
-------------- --------------
REGISTERED INVESTMENT COMPANY:
The Fidelity Blue Chip Growth Fund . . 6,519,270 Units $ 208,225,489 $ 245,513,588
The Fidelity Equity Income Fund. . . . 2,033,460 Units 80,667,359 83,042,985
The Fidelity Freedom 2000 Fund . . . . 597,456 Units 6,577,986 7,117,959
The Fidelity Freedom 2010 Fund . . . . 1,843,548 Units 21,090,187 25,360,685
The Fidelity Freedom 2020 Fund . . . . 1,850,659 Units 19,691,012 26,057,824
The Fidelity Freedom 2030 Fund . . . . 510,381 Units 5,226,305 6,509,772
The Fidelity Freedom 2040 Fund . . . . 101,343 Units 593,872 682,459
The Fidelity Freedom Income Fund . . . 1,019,508 Units 10,806,784 11,274,815
The Fidelity Low-Priced Stock Fund . . 2,275,612 Units 57,277,157 59,792,678
The Fidelity OTC Portfolio . . . . . . 3,998,483 Units 95,603,737 158,660,055
The Fidelity Overseas Fund . . . . . . 1,089,668 Units 23,972,707 34,454,475
The Fidelity Puritan Fund. . . . . . . 4,470,362 Units 70,587,021 76,919,779
The Fidelity U.S. Equity Index Pool. . 6,217,435 Units 163,332,010 163,331,952
Fidelity Retire MMKT . . . . . . . . . 30 Units 39 39
-------------- --------------
TOTAL - REGISTERED INVESTMENT COMPANY $ 763,651,665 $ 898,719,065
-------------- --------------
PARTICIPANT LOANS (interest rate ranging from 7.00%
through 10.5% maturing through June 2006) $ 43,986,815 $ 43,986,815
-------------- --------------
TOTAL INVESTMENTS . . . . . . . . . . . $2,164,971,163 $2,383,247,523
============== ==============
14
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
-----------------------
EXHIBIT INDEX
-------------
Exhibit No. Description
23 Consent of Deloitte & Touche LLP
99A Certification Pursuant to Section 1350 of
Chapter 63 of Title 18 of the United States Code
15
EXHIBIT 23
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
------------------------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
American Electric Power Company, Inc.:
We consent to the incorporation by reference in Post-Effective
Amendment No. 3 to Registration Statement No. 33-1052 of American
Electric Power System Retirement Savings Plan (formerly the American
Electric Power System Employees Saving Plan) on Form S-8 of our report
dated June 25, 2002 appearing in this Annual Report on Form 11-K of
American Electric Power System Retirement Savings Plan for the year
ended December 31, 2002.
DELOITTE & TOUCHE LLP
Columbus, Ohio
June 30, 2003
16
EXHIBIT 99A
AMERICAN ELECTRIC POWER SYSTEM
RETIREMENT SAVINGS PLAN
This Certification is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section. This Certification shall not
be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, except as otherwise stated in such
filing.
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
I, J. Steven Kiser, the secretary of the Employee Benefits Trust Committee of
American Electric Power Service Corporation, certify that (i) the Annual Report
of the American Electric Power System Retirement Savings Plan (the "Plan") on
Form 11-K for the year ended December 31, 2002 (the "Report") fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 and (ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Plan.
/s/ J. Steven Kiser
-------------------
J. Steven Kiser
June 30, 2003
A signed original of this written statement required by Section 906 has been
provided to the Plan and will be retained by the Plan and furnished to the
Securities and Exchange Commission or its staff upon request.
17