KENTUCKY POWER COMPANY SELECTED FINANCIAL DATA Year Ended December 31, 1999 1998 1997 1996 1995 (in thousands) INCOME STATEMENTS DATA: Operating Revenues $373,982 $362,999 $340,635 $323,321 $328,144 Operating Expenses 319,307 311,106 293,779 281,978 279,123 Operating Income 54,675 51,893 46,856 41,343 49,021 Nonoperating Income (Loss) (327) (1,726) (464) (594) 3 Income Before Interest Charges 54,348 50,167 46,392 40,749 49,024 Interest Charges 28,918 28,491 25,646 23,776 23,896 Net Income $ 25,430 $ 21,676 $ 20,746 $ 16,973 $ 25,128 December 31, 1999 1998 1997 1996 1995 (in thousands) BALANCE SHEETS DATA: Electric Utility Plant $1,079,048 $1,043,711 $1,006,955 $951,602 $879,657 Accumulated Depreciation and Amortization 340,008 315,546 296,318 286,640 270,590 Net Electric Utility Plant $ 739,040 $ 728,165 $ 710,637 $664,962 $609,067 Total Assets $ 986,638 $ 921,847 $ 886,671 $833,579 $772,198 Common Stock and Paid-in Capital $ 209,200 $ 199,200 $ 179,200 $159,200 $129,200 Retained Earnings 67,110 71,452 78,076 84,090 91,381 Total Common Shareholder's Equity $ 276,310 $ 270,652 $ 257,276 $243,290 $220,581 Long-term Debt(a) $ 365,782 $ 368,838 $ 341,051 $293,198 $292,525 Total Capitalization and Liabilities $ 986,638 $ 921,847 $ 886,671 $833,579 $772,198 (a) Including portion due within one year. KENTUCKY POWER COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS Kentucky Power Company is a wholly-owned subsidiary of American Electric Power Company, Inc. (AEP Co., Inc.), a public utility holding company. The Company is engaged in the generation, purchase, sale, transmission and distribution of electric power serving 171,000 retail customers in eastern Kentucky and does business as American Electric Power (AEP). The Company as a member of the AEP System Power Pool (AEP Power Pool) shares in the revenues and costs of the AEP Power Pool's wholesale sales to neighboring utility systems and power marketers. The Company also sells wholesale power to municipalities. The cost of the AEP System's generating capacity is allocated among the AEP Power Pool members based on their relative peak demands and generating reserves through the payment or receipt of capacity charges and credits. AEP Power Pool members are also compensated for their out-of-pocket costs of energy delivered to the AEP Power Pool and charged for energy received from the AEP Power Pool. The AEP Power Pool calculates each Company's prior twelve month peak demand relative to the total peak demand of all member companies as a basis for sharing AEP Power Pool revenues and costs. The result of this calculation is the member load ratio (MLR) which determines each Company's percentage share of AEP Power Pool revenues or costs. Since the Company's MLR increased in 1999, the AEP Power Pool is allocating a larger share of certain revenues and expenses to the Company. Net Income Increases Net income increased $3.8 million or 17% in 1999 primarily as a result of an increase in retail revenues and net rental revenues for attachments to the Company's poles and a decrease in maintenance expenses. Operating Revenues Increase Operating revenues increased $11 million or 3% due to adjustments in 1999 of estimates for rental revenues for pole attachments. Changes in the components of operating revenues were as follows: Increase (Decrease) (dollars in millions) From Previous Year Amount % Retail: Residential $ 2.0 1.9 Commercial 2.5 4.2 Industrial 2.5 2.6 7.0 2.7 Wholesale (6.9) (7.9) Transmission 0.4 4.5 Other 10.5 179.2 Total $11.0 3.0 Retail revenues increased due to increased fuel clause revenues reflecting the recovery of previously deferred fuel costs. Under the fuel clause recovery mechanism, changes in fuel costs are deferred until reflected in billings to customers. As a result these revenues do not affect earnings. The decrease in wholesale revenues was due to a decline in margins on the Company's MLR share of increased power marketing sales and net energy trading transactions. Power marketing revenues are for the sale of power at wholesale to unaffiliated companies. The power is either generated by the AEP System or purchased from other unaffiliated companies. Power trading transactions involve the forward purchase and sale of substantial amounts of electricity and are conducted by the AEP Power Pool. Revenues from regulated trading activities are allocated to AEP Power Pool members based on MLR and recorded net of purchases. The decline in margins reflect the moderation in 1999 of extreme weather in 1998 and capacity shortages experienced in the summer of 1998. In 1999 other revenues increased substantially due to a favorable adjustment to estimated rental income reflecting agreed to revisions in the billings for pole attachments with telecommunications companies. In the fourth quarter of 1999 the Company completed an evaluation of existing pole attachments and related billings which resulted in adjustments to recover net revenues from telecommunications companies for their use of the Company's poles. Operating Expenses Increase Operating expenses increased $8.2 million primarily due to increased purchased power and other operation expenses partially offset by a decline in maintenance costs. Changes in the components of operating expenses were as follows: Increase (Decrease) (dollars in millions) From Previous Year Amount % Fuel $ 1.1 1.3 Purchased Power 7.1 7.1 Other Operation 4.7 9.8 Maintenance (9.0) (29.6) Depreciation and Amortization 1.1 4.1 Taxes Other Than Federal Income Taxes 1.2 12.0 Federal Income Taxes 2.0 18.2 Total $ 8.2 2.6 Purchased power expense increased mainly due an increase in capacity charges from the AEP Power Pool reflecting an increase in the Company's MLR. The increase in other operation expense reflects the above discussed adjustment in rental costs for the use of telecommunication companies' poles. Expenditures to repair storm damage and restore distribution service after two severe snowstorms in 1998 and for an extended maintenance outage at the Company's generating plant in 1998 and cost control efforts including staff reductions in the Company's power generation operations in 1999 accounted for the decline in maintenance expense. Federal income tax expense attributable to operations increased primarily due to an increase in pre-tax operating income. Market Risks The Company has certain market risks inherent in its business activities from changes in electricity commodity prices and interest rates. The allocation of trading of electricity and related financial derivative instruments through the AEP Power Pool exposes the Company to market risk. Market risk represents the risk of loss that may impact the Company due to adverse changes in electricity commodity market prices and rates. Policies and procedures have been established to identify, assess and manage market risk exposures including the use of a risk measurement model which calculates Value at Risk (VaR). The VaR is based on the variance - covariance method using historical prices to estimate volatilities and correlations and assuming a 95% confidence level and a three-day holding period. Throughout 1999 and 1998 the highest, lowest and average VaR in the wholesale electricity trading portfolio was less than $1 million. Based on this VaR analysis, at December 31, 1999 a near term change in electricity commodity prices is not expected to have a material effect on the Company's results of operations, cash flows or financial condition. The Company is exposed to changes in interest rates primarily due to short-term and long-term borrowings to fund its business operations. The debt portfolio has variable and fixed interest rates with terms from one day to 26 years and an average duration of three years at December 31, 1999. The Company measures interest rate market risk exposure also utilizing a VaR model. The interest rate VaR model is based on a Monte Carlo simulation with a 95% confidence level and a one year holding period. The volatilities and correlations are based on three years of weekly prices. The risk of potential loss in fair value attributable to the Company's exposure to interest rates, primarily related to long-term debt with fixed interest rates, was $25 million at December 31, 1999 and $13 million at December 31, 1998. The Company would not expect to liquidate its entire debt portfolio in a one year holding period. Therefore, a near term change in interest rates should not materially affect results of operations or the financial position of the Company. INDEPENDENT AUDITORS' REPORT To the Shareholder and Board of Directors of Kentucky Power Company: We have audited the accompanying balance sheets of Kentucky Power Company as of December 31, 1999 and 1998, and the related statements of income, retained earnings, and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 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 financial position of Kentucky Power Company as of December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbus, Ohio February 22, 2000 (March 3, 2000 as to Note 6) KENTUCKY POWER COMPANY STATEMENTS OF INCOME Year Ended December 31, 1999 1998 1997 (in thousands) OPERATING REVENUES $373,982 $362,999 $340,635 OPERATING EXPENSES: Fuel 84,369 83,303 77,051 Purchased Power 107,763 100,620 95,030 Other Operation 52,468 47,802 51,544 Maintenance 21,452 30,462 24,417 Depreciation and Amortization 29,221 28,080 26,474 Taxes Other Than Federal Income Taxes 10,854 9,687 9,397 Federal Income Taxes 13,180 11,152 9,866 TOTAL OPERATING EXPENSES 319,307 311,106 293,779 OPERATING INCOME 54,675 51,893 46,856 NONOPERATING LOSS (327) (1,726) (464) INCOME BEFORE INTEREST CHARGES 54,348 50,167 46,392 INTEREST CHARGES 28,918 28,491 25,646 NET INCOME $ 25,430 $ 21,676 $ 20,746 STATEMENTS OF RETAINED EARNINGS Year Ended December 31, 1999 1998 1997 (in thousands) RETAINED EARNINGS JANUARY 1 $71,452 $78,076 $84,090 NET INCOME 25,430 21,676 20,746 CASH DIVIDENDS DECLARED 29,772 28,300 26,760 RETAINED EARNINGS DECEMBER 31 $67,110 $71,452 $78,076 See Notes to Financial Statements. KENTUCKY POWER COMPANY BALANCE SHEETS December 31, 1999 1998 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production $ 268,618 $ 267,201 Transmission 355,442 326,989 Distribution 372,752 351,407 General 67,608 68,038 Construction Work in Progress 14,628 30,076 Total Electric Utility Plant 1,079,048 1,043,711 Accumulated Depreciation and Amortization 340,008 315,546 NET ELECTRIC UTILITY PLANT 739,040 728,165 OTHER PROPERTY AND INVESTMENTS 20,416 12,078 CURRENT ASSETS: Cash and Cash Equivalents 674 1,935 Accounts Receivable: Customers 18,952 23,295 Affiliated Companies 15,223 8,797 Miscellaneous 8,343 4,019 Allowance for Uncollectible Accounts (637) (848) Fuel - at average cost 10,441 7,888 Materials and Supplies - at average cost 18,113 13,652 Accrued Utility Revenues 13,737 13,560 Energy Marketing and Trading Contracts 33,919 4,726 Prepayments 1,450 1,657 TOTAL CURRENT ASSETS 120,215 78,681 REGULATORY ASSETS 96,296 92,447 DEFERRED CHARGES 10,671 10,476 TOTAL $ 986,638 $ 921,847 See Notes to Financial Statements. KENTUCKY POWER COMPANY December 31, 1999 1998 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - Par Value $50: Authorized - 2,000,000 Shares Outstanding - 1,009,000 Shares $ 50,450 $ 50,450 Paid-in Capital 158,750 148,750 Retained Earnings 67,110 71,452 Total Common Shareholder's Equity 276,310 270,652 Long-term Debt 260,782 308,838 TOTAL CAPITALIZATION 537,092 579,490 OTHER NONCURRENT LIABILITIES 23,797 26,827 CURRENT LIABILITIES: Long-term Debt Due Within One Year 105,000 60,000 Short-term Debt 39,665 20,350 Accounts Payable - General 9,923 12,917 Accounts Payable - Affiliated Companies 19,743 11,814 Customer Deposits 4,143 4,038 Taxes Accrued 9,860 7,256 Interest Accrued 4,843 6,241 Energy Marketing and Trading Contracts 33,094 5,089 Other 12,020 13,612 TOTAL CURRENT LIABILITIES 238,291 141,317 DEFERRED INCOME TAXES 165,007 158,706 DEFERRED INVESTMENT TAX CREDITS 12,908 14,200 DEFERRED CREDITS 9,543 1,307 COMMITMENTS AND CONTINGENCIES (Notes 4 and 6) TOTAL $986,638 $921,847 KENTUCKY POWER COMPANY STATEMENTS OF CASH FLOWS Year Ended December 31, 1999 1998 1997 (in thousands) OPERATING ACTIVITIES: Net Income $ 25,430 $ 21,676 $ 20,746 Adjustments for Noncash Items: Depreciation and Amortization 29,228 28,092 26,486 Deferred Income Taxes 2,596 3,607 741 Deferred Investment Tax Credits (1,292) (1,415) (1,392) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (6,618) (6,663) (283) Fuel, Materials and Supplies (7,014) 3,199 (2,320) Accrued Utility Revenues (177) (579) (4,806) Accounts Payable 4,935 157 (6,483) Payment of Disputed Tax and Interest Related to COLI (567) (5,376) - Other (net) 413 (1,538) 8,576 Net Cash Flows From Operating Activities 46,934 41,160 41,265 INVESTING ACTIVITIES: Construction Expenditures (44,339) (43,769) (66,642) Proceeds from Sales of Property 168 - - Net Cash Flows Used For Investing Activities (44,171) (43,769) (66,642) FINANCING ACTIVITIES: Capital Contributions from Parent Company 10,000 20,000 20,000 Issuance of Long-term Debt 79,740 29,816 47,587 Retirement of Long-term Debt (83,307) (2,203) - Change in Short-term Debt (net) 19,315 (16,150) (15,175) Dividends Paid (29,772) (28,300) (26,760) Net Cash Flows From (Used For) Financing Activities (4,024) 3,163 25,652 Net Increase (Decrease) in Cash and Cash Equivalents (1,261) 554 275 Cash and Cash Equivalents January 1 1,935 1,381 1,106 Cash and Cash Equivalents December 31 $ 674 $ 1,935 $ 1,381 See Notes to Financial Statements. NOTES TO FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: Organization Kentucky Power Company (the Company or KPCo) is a wholly-owned subsidiary of American Electric Power Company, Inc. (AEP Co., Inc.), a public utility holding company. The Company is engaged in the generation, purchase, sale, transmission and distribution of electric power serving 171,000 retail customers in eastern Kentucky and does business as American Electric Power (AEP). Under the terms of the AEP System Power Pool (AEP Power Pool) and the AEP System Transmission Equalization Agreement, the Company's generating and transmission facilities are operated in conjunction with the facilities of certain other AEP affiliated utilities as an integrated utility system. The Company as a member of the AEP Power Pool shares in the revenues and costs of AEP Power Pool wholesale sales to neighboring utility systems and power marketers. The Company also sells wholesale power to municipalities. Regulation As a subsidiary of AEP Co., Inc., the Company is subject to regulation by the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935 (1935 Act). Retail rates are regulated by the Kentucky Public Service Commission (KPSC). The Federal Energy Regulatory Commission (FERC) regulates the Company's wholesale and transmission rates. Basis of Accounting As a cost-based rate-regulated entity, the Company's financial statements reflect the actions of regulators that result in the recognition of revenues and expenses in different time periods than enterprises that are not rate regulated. In accordance with Statement of Financial Accounting Standards (SFAS) 71, "Accounting for the Effects of Certain Types of Regulation," regulatory assets (deferred expenses) and regulatory liabilities (deferred income) are recorded to reflect the economic effects of regulation and to match expenses with regulated revenues. Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires in certain instances the use of estimates. Actual results could differ from those estimates. Utility Plant Electric utility plant is stated at original cost and is generally subject to first mortgage liens. Additions, major replacements and betterments are added to the plant accounts. Retirements of plant are deducted from the electric utility plant in service account and deducted from accumulated depreciation together with associated removal costs, net of salvage. The costs of labor, materials and overheads incurred to operate and maintain utility plant are included in operating expenses. Allowance for Funds Used During Construction (AFUDC) AFUDC is a noncash nonoperating income item that is capitalized and recovered through depreciation over the service life of utility plant. It represents the estimated cost of borrowed and equity funds used to finance construction projects. The amounts of AFUDC for 1999, 1998 and 1997 were not significant. Depreciation and Amortization Depreciation of electric utility plant is provided on a straight-line basis over the estimated useful lives of property and is calculated largely through the use of composite rates by functional class. The annual composite depreciation rates for 1999, 1998 and 1997 were as follows: Functional Class Annual Composite of Property Depreciation Rates Production 3.8% Transmission 1.7% Distribution 3.5% General 2.5% Amounts for demolition and removal of plant are recovered through depreciation charges included in rates. Cash and Cash Equivalents Cash and cash equivalents include temporary cash investments with original maturities of three months or less. Operating Revenues and Fuel Cost Revenues include billed revenues as well as an accrual of electricity consumed but unbilled at month-end. Changes in retail fuel cost are deferred until reflected in revenues in later months through a fuel cost recovery mechanism. Wholesale fuel cost changes are expensed and billed as incurred. Energy Marketing and Trading Transactions The AEP Power Pool implements and administers power marketing and trading transactions (trading activities) in which the Company shares. Trading activities involve the sale of electricity under physical forward contracts at fixed and variable prices and the trading of electricity contracts including exchange traded futures and options, over-the-counter options and swaps. The majority of these transactions represents physical forward electricity contracts in the AEP System's traditional marketing area and are typically settled by entering into offsetting contracts. The net revenues from these regulated transactions in AEP's traditional marketing area are included in operating revenues for ratemaking, accounting and financial and regulatory reporting purposes. In addition the AEP Power Pool enters into transactions for the purchase and sale of electricity options, futures and swaps, and for the forward purchase and sale of electricity outside of the AEP System's traditional marketing area. The Company's share of these non-regulated trading activities are included in nonoperating income. In the first quarter of 1999 the Company adopted the Financial Accounting Standards Board's Emerging Issues Task Force Consensus (EITF) 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities." The EITF requires that all energy trading contracts be marked-to-market. The effect on the Statements of Income of marking open trading contracts to market is deferred as regulatory assets or liabilities for those open trading transactions within the AEP Power Pool's marketing area that are included in cost of service on a settlement basis for rate-making purposes. The Company's share of non-regulated open trading contracts are accounted for on a mark-to-market basis in non-operating income. Unrealized mark-to-market gains and losses from trading activities are reported as assets and liabilities, respectively. The adoption of the EITF did not have a material effect on results of operations, cash flows or financial condition. The Company enters into contracts to manage the exposure to unfavorable changes in the cost of debt to be issued. These anticipatory debt instruments are entered into in order to manage the change in interest rates between the time a debt offering is initiated and the issuance of the debt (usually a period of 60 days). Gains or losses are deferred and amortized over the life of the debt issuance with the amortization included in interest charges. There were no such forward contracts outstanding at December 31, 1999 or 1998. See Note 8 - Financial Instruments, Credit and Risk Management for further discussion. Reclassification Certain prior year amounts have been reclassified to conform to current year presentation. Such reclassifications had no impact on previously reported net income. Income Taxes The Company follows the liability method of accounting for income taxes as prescribed by SFAS 109, "Accounting for Income Taxes." Under the liability method, deferred income taxes are provided for all temporary differences between book cost and tax basis of assets and liabilities which will result in a future tax consequence. Where the flow-through method of accounting for temporary differences is reflected in rates (that is, deferred taxes are not included in the cost of service for determining regulated rates for electricity), deferred income taxes are recorded and related regulatory assets and liabilities are established in accordance with SFAS 71. Investment Tax Credits Investment tax credits have been accounted for under the flow-through method except where regulatory commissions have reflected investment tax credits in the rate-making process on a deferral basis. Investment tax credits that have been deferred are being amortized over the life of regulated plant investment. Debt Gains and losses from the reacquisition of debt are deferred and amortized over the remaining term of the reacquired debt in accordance with rate-making treatment. If the debt is refinanced the reacquisition costs are deferred and amortized over the term of the replacement debt commensurate with their recovery in rates. Debt discount or premium and debt issuance expenses are deferred and amortized over the term of the related debt, with the amortization included in interest charges. Other Property and Investments Other property and investments are stated at cost. Comprehensive Income There were no material differences between net income and comprehensive income. 2. EFFECTS OF REGULATION: In accordance with SFAS 71 the financial statements include regulatory assets (deferred expenses) and regulatory liabilities (deferred income) recorded in accordance with regulatory actions in order to match expenses and revenues from cost-based rates in the same accounting period. Regulatory assets are expected to be recovered in future periods through the rate-making process and regulatory liabilities are expected to reduce future cost recoveries. Among other things, application of SFAS 71 requires that the Company's regulated rates be cost-based and the recovery of regulatory assets must be probable. Management has reviewed all the evidence currently available and concluded that the Company continues to meet the requirements to apply SFAS 71. In the event a portion of the Company's business no longer met those requirements, net regulatory assets would have to be written off for that portion of the business and assets attributable to that portion of the business would have to be tested for possible impairment and, if required, an impairment loss recorded unless the net regulatory assets and impairment losses are recoverable as a stranded cost. Recognized regulatory assets and liabilities are comprised of the following: December 31, 1999 1998 (in thousands) Regulatory Assets: Amounts Due From Customers for Future Income Taxes $88,764 $85,058 Other 7,532 7,389 Total Regulatory Assets $96,296 $92,447 Regulatory Liabilities - Deferred Investment Tax Credits $12,908 $14,200 3. RATE MATTERS: Transmission The Federal Energy Regulatory Commission (FERC) issued orders 888 and 889 in April 1996 which required each public utility that owns or controls interstate transmission facilities to file an open access network and point-to-point transmission tariff that offers services comparable to the utility's own uses of its transmission system. The orders also require utilities to functionally unbundle their services, by requiring them to use their own transmission service tariffs in making off-system and third-party sales. As part of the orders, the FERC issued a pro-forma tariff which reflects the Commission's views on the minimum non-price terms and conditions for non-discriminatory transmission service. The FERC orders also allow a utility to seek recovery of certain prudently-incurred stranded costs that result from unbundled transmission service. In July 1996, the AEP System companies filed an Open Access Transmission Tariff conforming with the FERC's pro-forma transmission tariff, subject to the resolution of certain pricing issues. The 1996 tariff incorporated transmission rates which were the result of a settlement of a pending rate case, but which were being collected subject to refund from certain customers who opposed the settlement and continued to litigate the reasonableness of AEP's transmission rates. On July 30, 1999, the FERC issued an order in the litigated rate case which would reduce AEP's rates for the affected customers below the settlement rate. AEP and certain of the affected customers have sought rehearing of the Commission's Order. The Company made a provision in September 1999 for its share of the refund including interest. On December 10, 1999, the AEP System filed a settlement agreement with the FERC resolving the issues on rehearing of the July 30, 1999 order. Under terms of the settlement, the AEP System will make refunds retroactive to September 7, 1993 to certain customers affected by the July 30, 1999 FERC order. The refunds will be made in two payments. The first payment was made February 2, 2000 pursuant to a FERC order granting AEP's request to make interim refunds. The remainder will be paid after the FERC issues a final order and approves a compliance filing that the AEP System will make pursuant to the final order. In addition, a new rate was made effective January 1, 2000, subject to FERC approval, for all transmission service customers and a future rate was established to take effect upon the consummation of the AEP and Central and South West Corporation merger unless a superseding rate is made effective prior to the merger. Retail In December 1997, AEP Co., Inc. and Central and South West Corporation announced their plan to merge. In compliance with a request from the staff of the KPSC, AEP Co., Inc. filed in April 1999 an application seeking KPSC approval for the indirect change in control of KPCo that will occur as a result of the proposed merger. Although AEP Co., Inc. did not believe that the KPSC has the jurisdictional authority to approve the merger, AEP Co., Inc. reached a merger settlement agreement on May 24, 1999 with key parties in Kentucky which the KPSC approved on June 14, 1999. Under the terms of the Kentucky settlement, AEP Co., Inc. has agreed to share net merger savings with Kentucky customers for eight years; establish performance standards that will maintain or improve customer service and system reliability; and to establish rules to protect consumers and promote fair competition. The Kentucky customers' share of the net merger savings are expected to be approximately $28 million over eight years. The key parties to the Kentucky settlement agreed not to oppose the merger in the FERC or the SEC proceedings. 4. COMMITMENTS AND CONTINGENCIES: Construction and Other Commitments Substantial construction commitments have been made to support the Company's utility operations and are estimated to be $103 million for 2000-2002. Long-term fuel supply contracts generally contain clauses that provide for periodic price adjustments. The contracts are for various terms, the longest of which extends to the year 2004 and contain various clauses that would release the Company from its obligation under certain force majeure conditions. A KPSC fuel adjustment mechanism generally provides for recovery of changes in the cost of fuel. A constructive marketing program discontinued in 1997 enabled residential customers to borrow from area banks to purchase energy efficient electrical equipment, such as heat pumps. KPCo guarantees the loan principal plus interest. The guaranteed amounts totaled $5 million at December 31, 1999. Federal EPA Complaint and Notice of Violation Under the Clean Air Act, if a plant undertakes a major modification that directly results in an emissions increase, permitting requirements might be triggered and the plant may be required to install additional pollution control technology. This requirement does not apply to activities such as routine maintenance, replacement of degraded equipment or failed components, or other repairs needed for the reliable, safe and efficient operation of the plant. On November 3, 1999 the Department of Justice, at the request of the U.S. Environmental Protection Agency (Federal EPA), filed a complaint in the U.S. District Court for the Southern District of Ohio that alleges certain AEP System companies made modifications to generating units at certain of their coal-fired generating plants over the course of the past 25 years that extend unit operating lives or increase unit generating capacity without a preconstruction permit in violation of the Clean Air Act. Federal EPA also issued Notices of Violation to certain AEP companies alleging similar violations at certain AEP plants. A number of unaffiliated utilities also received Notices of Violation, complaints or administrative orders. The states of New Jersey, New York and Connecticut were subsequently granted leave to intervene in the Federal EPA's action against AEP System companies under the Clean Air Act. On November 18, 1999 a number of environmental groups filed a lawsuit against power plants owned by AEP System companies alleging similar violations to those in the Federal EPA complaint and Notices of Violation. This action has been consolidated with the Federal EPA action. The Clean Air Act authorizes civil penalties of up to $27,500 per day per violation at each generating unit ($25,000 per day prior to January 30, 1997). Civil penalties, if ultimately imposed by the court, and the cost of any required new pollution control equipment, if the court accepts Federal EPA's contentions, could be substantial. Management believes its maintenance, repair and replacement activities were in conformity with the Clean Air Act and intends to vigorously pursue its defense of this matter. In the event the AEP System does not prevail, any capital and operating costs of additional pollution control equipment that may be required as well as any penalties imposed would adversely affect future results of operations, cash flows and possibly financial condition unless such costs can be recovered through regulated rates and, as generation is deregulated, future market prices for energy. Litigation The Internal Revenue Service (IRS) agents auditing the AEP System's consolidated federal income tax returns requested a ruling from their National Office that certain interest deductions claimed by the Company relating to AEP's corporate owned life insurance (COLI) program should not be allowed. As a result of a suit filed in U.S. District Court (discussed below) this request for ruling was withdrawn by the IRS agents. Adjustments have been or will be proposed by the IRS disallowing COLI interest deductions for taxable years 1992-1996. A disallowance of the COLI interest deductions through December 31, 1999 would reduce earnings by approximately $8 million (including interest). The Company made payments of taxes and interest attributable to COLI interest deductions for taxable years 1992-1998 to avoid the potential assessment by the IRS of any additional above market rate interest on the contested amount. The payments to the IRS are included on the Balance Sheets in other property and investments pending the resolution of this matter. The Company is seeking refunds of all amounts paid plus interest. In order to resolve this issue, AEP Co., Inc. filed suit against the United States in the U.S. District Court for the Southern District of Ohio in March 1998. In 1999 a U.S. Tax Court judge decided in the Winn-Dixie Stores v. Commissioner case that a corporate taxpayer's COLI interest deductions should be disallowed. Notwithstanding the Tax Court's decision in Winn-Dixie, management has made no provision for any possible adverse earnings impact from this matter because it believes, and has been advised by outside counsel, that it has a meritorious position and will vigorously pursue its lawsuit. In the event the resolution of this matter is unfavorable, it will have a material adverse impact on results of operations and cash flows. The Company is involved in a number of other legal proceedings and claims. While management is unable to predict the ultimate outcome of litigation, it is not expected that the resolution of these matters will have a material adverse effect on the results of operations, cash flows or financial condition. 5. RELATED-PARTY TRANSACTIONS: KPCo has a Unit Power Purchase Agreement with AEP Generating Company (AEGCo) an affiliated company, which expires in 2004. The agreement provides for the Company to purchase 15% of the total output of the two unit 2,600-mw capacity Rockport Plant. Under the Unit Power Purchase Agreement there is a demand charge for the right to receive the power, which is payable even if the power is not taken. The amount of the demand charge is such that when added to other amounts received by AEGCo, it will enable AEGCo to recover all its fixed expenses including a FERC-approved rate of return on common equity. Demand charges payable even if the power is not taken and energy purchases under the Unit Power Purchase Agreement were included in purchased power expense as follows: Year Ended December 31, 1999 1998 1997 (in thousands) Demand Charge $37,008 $38,108 $39,993 Energy Charge 27,490 29,183 28,393 Total $64,498 $67,291 $68,386 Benefits and costs of the AEP System's generating plants are shared by the Company and the other affiliated members of the AEP Power Pool. Under the terms of the System Interconnection Agreement, capacity charges and credits are designed to allocate the cost of the System's generating reserves among the AEP Power Pool members based on their relative peak demands and generating reserves. AEP Power Pool members are also compensated for the out-of-pocket costs of energy delivered to the AEP Power Pool and charged for energy received from the AEP Power Pool. Operating revenues include $43.2 million in 1999, $43.5 million in 1998 and $41.0 million in 1997 for energy supplied to the Power Pool. Since the allocation of the AEP System's capacity to the Company, which is based on the ratio of its peak demand to the total peak demand of all AEP Power Pool members, exceeds its generating capacity, the Company incurs charges for capacity reservation. Such capacity charges are for the right to receive power from the AEP Power Pool even if the power is not taken. The charges for capacity and for energy received from the AEP Power Pool are included in purchased power expense as follows: Year Ended December 31, 1999 1998 1997 (in thousands) Capacity Charge $ 8,763 $1,169 $ 7,196 Energy Charge 10,739 8,504 13,855 Total $19,502 $9,673 $21,051 The AEP Power Pool allocates operating revenues, purchased power expense and nonoperating income to the Company. Power marketing and trading operations, which are described in Note 1, are conducted by the AEP Power Pool and shared with the Company. Net trading transactions are included in operating revenues if the trading transactions are within the AEP Power Pool's traditional marketing area and are recorded in nonoperating income if the net trading transactions are outside of the AEP Power Pool's traditional marketing area. The total amounts allocated by the AEP Power Pool which includes amounts for power marketing and trading transactions, are as follows: Year Ended December 31, 1999 1998 1997 (in thousands) Operating Revenues $27,938 $29,237 $26,965 Purchased Power Expense 23,763 23,656 5,596 Nonoperating Income (Loss) 650 (2,419) (22) The Company participates in the AEP Transmission Equalization Agreement along with other AEP System electric operating utility companies. This agreement combines certain AEP System companies' investments in transmission facilities and shares the costs of ownership of those facilities in proportion to the System companies' respective peak demands. Pursuant to the terms of the agreement, since the Company's relative investment in transmission facilities is greater than its relative peak demand, other operation expense includes equalization credits of $4.3 million, $6.0 million and $2.7 million in 1999, 1998 and 1997, respectively. American Electric Power Service Corporation (AEPSC) provides certain managerial and professional services to AEP System companies including the Company. The costs of the services are billed by AEPSC to its affiliated companies on a direct-charge basis whenever possible, and on reasonable bases of proration for shared services. The billings for services are made at cost and include no compensation for the use of equity capital, which is furnished to AEPSC by AEP Co., Inc. Billings from AEPSC are expensed or capitalized depending on the nature of the services rendered. AEPSC and its billings are subject to the regulation of the SEC under the 1935 Act. 6. SUBSEQUENT EVENT - NOx REDUCTIONS (March 3, 2000): On March 3, 2000, the U.S. Court of Appeals for the District of Columbia Circuit (Appeals Court) issued a decision generally upholding Federal EPA's final rule (the NOx rule) that requires substantial reductions in nitrogen oxide (NOx) emissions in 22 eastern states, including the states in which the Company and its AEP System affiliates' generating plants are located. A number of utilities, including the Company and its AEP System affiliates, had filed petitions seeking a review of the final rule in the Appeals Court. On May 25, 1999, the Appeals Court had indefinitely stayed the requirement that states develop revised air quality programs to impose the NOx reductions but did not, however, stay the final compliance date of May 1, 2003. On April 30, 1999, Federal EPA took final action with respect to petitions filed by eight northeastern states pursuant to Section 126 of the Clean Air Act. Federal EPA approved portions of the states' petitions that would impose NOx reduction requirements on AEP System generating units which are approximately equivalent to the reductions contemplated by the NOx Rule. The AEP System companies with generating plants, as well as other utility companies, filed a petition in the Appeals Court seeking review of Federal EPA's approval of portions of the northeastern states' petitions. In 1999, three additional northeastern states and the District of Columbia filed Section 126 petitions with Federal EPA similar to those originally filed by the eight northeastern states. Since the petitions relied in part on compliance with an 8-hour ozone standard remanded by the Appeals Court in May 1999, Federal EPA indicated its intent to decouple compliance with the 8-hour standard and issue a revised rule. On December 17, 1999, Federal EPA issued a revised Section 126 Rule not based on the 8-hour standard and ordered 392 industrial facilities, including certain coal-fired generating plants owned by the Company and its AEP System affiliates, to reduce their NOx emissions by May 1, 2003. This rule approves portions of the petitions filed by four northeastern states which contend that their failure to meet Federal EPA smog standards is due to emissions from upwind states' industrial and coal-fired generating facilities. Preliminary estimates indicate that compliance with the NOx rule upheld by the Appeals Court could result in required capital expenditures of approximately $106 million for the Company. Since compliance costs cannot be estimated with certainty the actual costs incurred to comply could be significantly different from this preliminary estimate depending upon the compliance alternatives selected to achieve reductions in NOx emissions. Unless such costs are recovered from customers through regulated rates, transition charges and/or reflected in the future market price of electricity, they will have an adverse effect on future results of operations, cash flows and possibly financial condition. 7. SEGMENT INFORMATION: Effective December 31, 1998, the Company adopted SFAS 131, "Disclosure about Segments of an Enterprise and Related Information." The Company has one reportable segment, a regulated vertically integrated electricity generation and energy delivery business. The Company's operations are managed on an integrated basis because of the substantial impact of bundled cost-based rates and regulatory oversight on business processes, cost structures and operating results. Included in the regulated electric utility segment is the power marketing and trading activities that are discussed in Note 1. For the years ended December 31, 1999, 1998 and 1997, all of the Company's revenues are derived from the generation, sale and delivery of electricity in the United States. 8. FINANCIAL INSTRUMENTS, CREDIT AND RISK MANAGEMENT: The Company is subject to market risk as a result of changes in electricity commodity prices and interest rates. The Company through its membership in the AEP Power Pool participates in a power marketing and trading operation that manages the exposure to electricity commodity price movements using physical forward purchase and sale contracts at fixed and variable prices, and financial derivative instruments including exchange traded futures and options, over-the-counter options, swaps and other financial derivative contracts at both fixed and variable prices. Physical forward electricity contracts within the AEP System's traditional marketing area are recorded on a net basis as operating revenues in the month when the physical contract settles. The Company's share of the net gains from these regulated transactions for the year ended December 31, 1999 and 1998 was $2 million and $7 million, respectively. These activities were not material in 1997. Non-regulated physical forward electricity contracts outside AEP's traditional marketing area and all financial electricity trading transactions where the underlying physical commodity is outside AEP's traditional marketing area are recorded in nonoperating income. Non-regulated open trading contracts are accounted for on a mark-to-market basis in nonoperating income. The Company's share of the net gains (losses) from these non-regulated trading transactions for the years ended December 31, 1999 and 1998 was $1 million and $(2) million, respectively. In the first quarter of 1999 the Company adopted EITF 98-10 "Accounting for Contracts Involved in Energy Trading and Risk Management Activities." The EITF requires that all energy trading contracts be marked-to-market. The effect on the Statements of Income of marking open regulated trading contracts to market is deferred as regulatory assets or liabilities for those open trading transactions within the AEP Power Pool's marketing area that are included in the cost of service on a settlement basis for rate-making purposes. The unrealized mark-to-market gains and losses from trading of financial instruments including forward purchase contracts are reported as assets and liabilities, respectively. These activities were not material in prior periods. The Company is exposed to risk from changes in interest rates primarily due to short-term and long-term borrowings used to fund its business operations. The debt portfolio has fixed interest rates with terms from one day to 26 years and an average duration of three years at December 31, 1999. A near term change in interest rates should not materially affect results of operations or financial position since the Company would not expect to liquidate its entire debt portfolio in a one year holding period. Market Valuation The book value of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate fair value because of the short-term maturity of these instruments. The book value amounts and fair values of the Company's significant financial instruments at December 31, 1999 and 1998 are summarized in the following tables. The fair values of long-term debt are based on quoted market prices for the same or similar issues and the current interest rates offered for instruments of the same remaining maturities. The fair value of those financial instruments that are marked-to-market are based on management's best estimates using over-the-counter quotations, exchange prices, volatility factors and valuation methodology. The estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Book Value Fair Value (in thousands) Non-Derivatives Long-term Debt 1999 $365,782 $359,100 1998 $368,838 $387,500 Derivatives 1999 1998 Notional Fair Average Notional Fair Average Amount Value Fair Value Amount Value Fair Value (Dollars in thousands) Trading Assets GWH GWH Electric NYMEX Futures and Options 15 $ 114 $ 49 - $ - $ - Physicals 4,707 39,074 35,477 3,717 2,900 2,600 Options 420 2,773 4,353 246 2,100 5,000 Swaps 12 26 21 18 200 100 Trading Liabilities GWH GWH Electric NYMEX Futures and Options - $ - $ - 45 $ (400) $ (100) Physicals 5,063 (36,422) (34,180) 3,662 (3,100) (2,900) Options 603 (2,900) (3,949) 186 (1,900) (5,600) Swaps 12 (24) (20) 31 (500) (100) Credit and Risk Management In addition to market risk associated with electricity price movements, the Company through the AEP Power Pool is also subject to the credit risk inherent in its risk management activities. Credit risk refers to the financial risk arising from commercial transactions and/or the intrinsic financial value of contractual agreements with trading counter parties, by which there exists a potential risk of nonperformance. The AEP Power Pool has established and enforced credit policies that minimize this risk. The AEP Power Pool accepts as counter parties to forwards, futures, and other derivative contracts primarily those entities that are classified as Investment Grade, or those that can be considered as such due to the effective placement of credit enhancements and/or collateral agreements. Investment grade is the designation given to the four highest debt rating categories (i.e., AAA, AA, A, BBB) of the major rating services, e.g., ratings BBB- and above at Standard & Poor's and Baa3 and above at Moody's. When adverse market conditions have the potential to negatively affect a counter party's credit position, the AEP Power Pool requires further credit enhancements to mitigate risk. Since the formation of the power marketing and trading business in July of 1997, the Company has experienced no significant losses due to the credit risk associated with risk management activities; furthermore, the Company does not anticipate any future material effect on its results of operations, cash flow or financial condition as a result of counter party nonperformance. 9. STAFF REDUCTIONS: During 1998 an internal evaluation of the power generation organization was conducted with a goal of developing a better organizational structure for a competitive generation market. The study was completed in October 1998. In addition, a review of energy delivery staffing levels was conducted in 1998. As a result approximately 36 power generation and energy delivery positions were identified for elimination. Severance accruals totaling $1.9 million were recorded by the Company in December 1998 for reductions in power generation and energy delivery staffs and were charged to other operation expense in the Statements of Income. In the first quarter of 1999 the power generation and energy delivery staff reductions were made. The amount of severance benefits paid was not significantly different from the amount accrued. 10. BENEFIT PLANS: The Company participates in the AEP System qualified pension plan, a defined benefit plan which covers all employees. Net pension costs (credits) for the years ended December 31, 1999, 1998 and 1997 were $(393,000), $322,000 and $424,000, respectively. Postretirement benefits other than pensions are provided for retired employees for medical and death benefits under an AEP System plan. The annual accrued costs were $2.7 million in 1999, $2.1 million in 1998 and $2.1 million in 1997. A defined contribution employee savings plan required that the Company make contributions to the plan totaling $561,000 in 1999, $714,000 in 1998 and $714,000 in 1997. 11. FEDERAL INCOME TAXES: The details of federal income taxes as reported are as follows: Year Ended December 31, 1999 1998 1997 (in thousands) Charged (Credited) to Operating Expenses (net): Current $12,134 $ 8,387 $10,425 Deferred 2,239 3,967 660 Deferred Investment Tax Credits (1,193) (1,202) (1,219) Total 13,180 11,152 9,866 Charged (Credited) to Nonoperating Income (net): Current (445) (794) (359) Deferred 357 (360) 81 Deferred Investment Tax Credits (99) (213) (173) Total (187) (1,367) (451) Total Federal Income Taxes as Reported $12,993 $ 9,785 $ 9,415 The following is a reconciliation of the difference between the amount of federal income taxes computed by multiplying book income before federal income taxes by the statutory tax rate, and the amount of federal income taxes reported. Year Ended December 31, 1999 1998 1997 (in thousands) Net Income $25,430 $21,676 $20,746 Federal Income Taxes 12,993 9,785 9,415 Pre-tax Book Income $38,423 $31,461 $30,161 Federal Income Taxes on Pre-tax Book Income at Statutory Rate (35%) $13,448 $11,011 $10,556 Increase (Decrease) in Federal Income Taxes Resulting From the Following Items: Depreciation 1,843 1,633 1,850 Removal Costs (420) (840) (840) Investment Tax Credits (net) (1,292) (1,415) (1,392) Other (586) (604) (759) Total Federal Income Taxes as Reported $12,993 $ 9,785 $ 9,415 Effective Federal Income Tax Rate 33.8% 31.1% 31.2% The following tables show the elements of the net deferred tax liability and the significant temporary differences giving rise to it: December 31, 1999 1998 (in thousands) Deferred Tax Assets $ 32,186 $ 31,453 Deferred Tax Liabilities (197,193) (190,159) Net Deferred Tax Liabilities $(165,007) $(158,706) Property Related Temporary Differences $(114,903) $(112,246) Amounts Due From Customers For Future Federal Income Taxes (19,616) (18,759) Deferred State Income Taxes (32,715) (31,460) Other (net) 2,227 3,759 Net Deferred Tax Liabilities $(165,007) $(158,706) KPCo joins in the filing of a consolidated federal income tax return with its affiliated companies in the AEP System. The allocation of the AEP System's current consolidated federal income tax to the System companies is in accordance with SEC rules under the 1935 Act. These rules permit the allocation of the benefit of current tax losses to the System companies giving rise to them in determining their current tax expense. The tax loss of the System parent company, AEP Co., Inc. is allocated to its subsidiaries with taxable income. With the exception of the loss of the parent company, the method of allocation approximates a separate return result for each company in the consolidated group. The AEP System has settled with the IRS all issues from the audits of the consolidated federal income tax returns for the years prior to 1991. Returns for the years 1991 through 1996 are presently being audited by the IRS. With the exception of interest deductions related to AEP's corporate owned life insurance program, which are discussed under the heading "Litigation" in Note 4, management is not aware of any issues for open tax years that upon final resolution are expected to have a material adverse effect on results of operations. 12. COMMON SHAREHOLDER'S EQUITY: The Company received from AEP Co., Inc. cash capital contributions of $10 million in 1999, $20 million in 1998 and $20 million in 1997 which were credited to paid-in capital. There were no other transactions affecting common stock and paid-in capital accounts in 1999, 1998 and 1997. 13. LONG-TERM DEBT AND LINES OF CREDIT: Long-term debt by major category was outstanding as follows: December 31, 1999 1998 (in thousands) First Mortgage Bonds $119,270 $177,313 Senior Unsecured Notes 157,502 77,553 Notes Payable 50,000 75,000 Junior Debentures 39,010 38,972 365,782 368,838 Less Portion Due Within One Year 105,000 60,000 Total $260,782 $308,838 First Mortgage Bonds outstanding were as follows: December 31, 1999 1998 (in thousands) % Rate Due 7.20 1999 - December 1 $ - $ 35,000 8.95 2001 - May 10 20,000 20,000 8.90 2001 - May 21 40,000 40,000 6.65 2003 - May 1 15,000 15,000 6.70 2003 - June 1 15,000 15,000 6.70 2003 - June 1 15,000 15,000 7.90 2023 - June 1 - 12,797 7.90 2023 - June 1 14,500 25,000 Unamortized Discount (230) (484) Total $119,270 $177,313 Certain first mortgage bond indentures contain maintenance and replacement provisions requiring the deposit of cash or bonds with a trustee or, in lieu thereof, certification of unfunded property additions. Senior Unsecured Notes are composed of the following: December 31, 1999 1998 (in thousands) % Rate Due Variable (a) 2000 - November 2 $ 80,000 $ - 6.91 2007 - October 1 48,000 48,000 6.45 2008 - November 10 30,000 30,000 Unamortized Discount (498) (447) Total $157,502 $77,553 (a) Rate adjusted monthly based on specified short-term interest rates. Rate was 7.23% at December 31, 1999. Notes Payable to Banks are composed of the following: December 31, 1999 1998 (in thousands) % Rate Due 6.42 1999 - April 1 $ - $25,000 6.57 2000 - April 1 25,000 25,000 7.445 2002 - September 20 25,000 25,000 Total $50,000 $75,000 Junior debentures are composed of the following: December 31, 1999 1998 (in thousands) % Rate Due 8.72 2025 - June 30 $40,000 $40,000 Unamortized Discount (990) (1,028) Total $39,010 $38,972 Interest may be deferred and payment of principal and interest on the junior debentures is subordinated and subject in right to the prior payment in full of all senior indebtedness of the Company. At December 31, 1999, annual long-term debt payments are as follows: Amount (in thousands) 2000 $105,000 2001 60,000 2002 25,000 2003 45,000 2004 - Later Years 132,500 Total Principal Amount 367,500 Unamortized Discount (1,718) Total $365,782 Short-term debt borrowings are limited by provisions of the 1935 Act to $150 million. Lines of credit are shared with AEP System companies and at December 31, 1999 and 1998 were available in the amounts of $1,056 million and $763 million, respectively. The short-term lines of credit require the payment of facility fees and do not require compensating balances. Outstanding short-term debt consisted of: Year-end Balance Weighted Outstanding Average (in thousands) Interest Rate December 31, 1999: Commercial Paper $39,665 6.2% December 31, 1998: Notes Payable $ 4,850 6.4% Commercial Paper 15,500 6.0% Total $20,350 6.1% 14. LEASES: Leases of property, plant and equipment are for periods of up to 30 years and require payments of related property taxes, maintenance and operating costs. The majority of the leases have purchase or renewal options and will be renewed or replaced by other leases. Lease rentals for both operating and capital leases are generally charged to operating expenses in accordance with rate-making treatment. The components of rental costs are as follows: Year Ended December 31, 1999 1998 1997 (in thousands) Lease Payments on Operating Leases $ 199 $ 931 $ 369 Amortization of Capital Leases 4,299 4,265 3,541 Interest on Capital Leases 1,162 1,173 1,548 Total Lease Rental Costs $5,660 $6,369 $5,458 Properties under capital leases and related obligations recorded on the Balance Sheets are as follows: December 31, 1999 1998 (in thousands) Electric Utility Plant Under Capital Leases: Production Plant $ 2,022 $ 2,022 General Plant 24,225 26,741 Total Electric Utility Plant Under Capital Leases 26,247 28,763 Accumulated Amortization 11,106 9,786 Net Electric Utility Plant Under Capital Leases $15,141 $18,977 Capital Lease Obligations:* Noncurrent Liability $11,830 $14,957 Liability Due Within One Year 3,311 4,020 Total Capital Lease Obligations $15,141 $18,977 *Represents the present value of future minimum lease payments. Capital lease obligations are included in other noncurrent and other current liabilities on the Balance Sheets. Properties under operating leases and related obligations are not included in the Balance Sheets. Future minimum lease payments consisted of the following at December 31, 1999: Non-cancelable Capital Operating Leases Leases (in thousands) 2000 $ 4,198 $104 2001 3,521 29 2002 3,087 26 2003 2,267 23 2004 1,635 22 Later Years 3,446 252 Total Future Minimum Lease Payments 18,154 $456 Less Estimated Interest Element 3,013 Estimated Present Value of Future Minimum Lease Payments $15,141 15. SUPPLEMENTARY INFORMATION: Year Ended December 31, 1999 1998 1997 (in thousands) Cash was paid for: Interest (net of capitalized amounts) $29,845 $27,857 $24,490 Income Taxes 12,050 8,607 11,359 Noncash Acquisitions under Capital Leases 2,219 4,890 8,653 16. UNAUDITED QUARTERLY FINANCIAL INFORMATION: Quarterly Periods Operating Operating Net Ended Revenues Income Income (in thousands) 1999 March 31 $ 90,741 $15,360 $8,209 June 30 86,231 10,233 2,995 September 30 94,939 14,244 7,197 December 31 102,071 14,838 7,029 1998 March 31 $ 87,345 $12,091 $5,017 June 30 84,021 9,631 2,413 September 30 104,922 16,551 8,442 December 31 86,711 13,620 5,804