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## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Shareholders and Board of Directors of American Electric Power Company, Inc. : 

We have audited the consolidated balance sheets of American Electric Power Company, Inc. and subsidiary companies (the “Company”) as of December 31, 2004 and 2003, and the related consolidated statements of operations, cash flows, common shareholders’ equity and comprehensive income (loss), for each of the three years in the period ended December 31, 2004. We also have audited management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004. Such consolidated financial statements, management’s assessment of the effectiveness of the Company’s internal control over financial report- ing and our reports thereon dated February 28, 2005, expressing unqualified opinions and including explanatory paragraphs referring to the adoption of SFAS 142 “Goodwill and Other Intangible Assets,” SFAS 143 “Accounting for Asset Retirement Obligations,” EITF 02-3 “Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities,” FIN 46 “Consolidation of Variable Interest Entities,” and FASB Staff Position No. FAS 106-2 “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003,” (which are not included herein) are included in Appendix A to the proxy statement for the 2004 annual meeting of shareholders. The accompanying condensed consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on such condensed consoli- dated financial statements in relation to the complete consolidated financial statements. 

In our opinion, the information set forth in the accompanying condensed consolidated balance sheets as of Decem- ber 31, 2004 and 2003, and the related condensed consolidated statements of operations and of cash flows for the years then ended, is fairly stated in all material respects in relation to the basic consolidated financial statements from which it has been derived. 

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Columbus, Ohio 

February 28, 2005 

## MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING 

The management of American Electric Power Company, Inc. and subsidiary companies (AEP) is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. AEP’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inad- equate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

AEP management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2004. In making this assessment we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework . Based on our assessment, the Company’s internal control over financial reporting was effective as of December 31, 2004. 

AEP’s independent registered public accounting firm has issued an attestation report on our assessment of the Com- pany’s internal control over financial reporting. The Report of Independent Registered Public Accounting Firm appears in Appendix A to the Proxy Statement. 

