SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 1994 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from to Commission Registrant; State of Incorporation; I. R. S. Employer File Number Address; and Telephone Number Identification No. 1-3525 AMERICAN ELECTRIC POWER COMPANY, INC. 13-4922640 (A New York Corporation) 1 Riverside Plaza, Columbus, Ohio 43215 Telephone (614) 223-1000 0-18135 AEP GENERATING COMPANY 31-1033833 (An Ohio Corporation) 1 Riverside Plaza, Columbus, Ohio 43215 Telephone (614) 223-1000 1-3457 APPALACHIAN POWER COMPANY (A Virginia Corporation) 54-0124790 40 Franklin Road, Roanoke, Virginia 24011 Telephone (703) 985-2300 1-2680 COLUMBUS SOUTHERN POWER COMPANY (An Ohio Corporation) 31-4154203 215 North Front Street, Columbus, Ohio 43215 Telephone (614) 464-7700 1-3570 INDIANA MICHIGAN POWER COMPANY (An Indiana Corporation) 35-0410455 One Summit Square P.O. Box 60, Fort Wayne, Indiana 46801 Telephone (219) 425-2111 1-6858 KENTUCKY POWER COMPANY (A Kentucky Corporation) 61-0247775 1701 Central Avenue, Ashland, Kentucky 41101 Telephone (606) 327-1111 1-6543 OHIO POWER COMPANY (An Ohio Corporation) 31-4271000 301 Cleveland Avenue S.W., Canton, Ohio 44702 Telephone (216) 456-8173 AEP Generating Company, Columbus Southern Power Company and Kentucky Power Company meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H(2) to Form 10-Q. Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file and (2) have been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of American Electric Power Company, Inc. Common Stock, par value $6.50, at April 30, 1994 was 184,535,000. AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES FORM 10-Q For The Quarter Ended March 31, 1994 INDEX Part I. FINANCIAL INFORMATION American Electric Power Company, Inc. and Subsidiary Companies: Consolidated Statements of Income and Consolidated Statements of Retained Earnings Consolidated Balance Sheets Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Management's Discussion and Analysis of Results of Operations and Financial Condition AEP Generating Company: Statements of Income and Statements of Retained Earnings Balance Sheets Statements of Cash Flows Notes to Financial Statements Management's Narrative Analysis of Results of Operations Appalachian Power Company and Subsidiaries: Consolidated Statements of Income and Consolidated Statements of Retained Earnings Consolidated Balance Sheets Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Management's Discussion and Analysis of Results of Operations and Financial Condition Columbus Southern Power Company and Subsidiaries: Consolidated Statements of Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Retained Earnings Notes to Consolidated Financial Statements Management's Narrative Analysis of Results of Operations Indiana Michigan Power Company and Subsidiaries: Consolidated Statements of Income and Consolidated Statements of Retained Earnings Consolidated Balance Sheets Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Management's Discussion and Analysis of Results of Operations and Financial Condition Kentucky Power Company: Statements of Income and Statements of Retained Earnings Balance Sheets Statements of Cash Flows Notes to Financial Statements Management's Narrative Analysis of Results of Operations Ohio Power Company and Subsidiaries: Consolidated Statements of Income and Consolidated Statements of Retained Earnings Consolidated Balance Sheets Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Management's Discussion and Analysis of Results of Operations and Financial Condition AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES FORM 10-Q For The Quarter Ended March 31, 1994 INDEX Part II. OTHER INFORMATION Item 1 Item 5 Item 6 SIGNATURES This combined Form 10-Q is separately filed by American Electric Power Company, Inc., AEP Generating Company, Appalachian Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company and Ohio Power Company. Information contain herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants. AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per-share amounts) (UNAUDITED) Three Months Ended March 31, 1994 1993 OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . $1,488,185 $1,321,450 OPERATING EXPENSES: Fuel and Purchased Power . . . . . . . . . . . . . . . . 501,569 412,358 Other Operation. . . . . . . . . . . . . . . . . . . . . 246,334 231,891 Maintenance. . . . . . . . . . . . . . . . . . . . . . . 143,362 129,364 Depreciation and Amortization. . . . . . . . . . . . . . 138,831 130,547 Taxes Other Than Federal Income Taxes. . . . . . . . . . 128,220 121,093 Federal Income Taxes . . . . . . . . . . . . . . . . . . 72,421 55,229 TOTAL OPERATING EXPENSES. . . . . . . . . . . . . 1,230,737 1,080,482 OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . 257,448 240,968 NONOPERATING INCOME: Deferred Zimmer Plant Carrying Charges (net of tax). . . 2,419 9,291 Other. . . . . . . . . . . . . . . . . . . . . . . . . . 4,821 6,669 TOTAL NONOPERATING INCOME . . . . . . . . . . . . 7,240 15,960 INCOME BEFORE INTEREST CHARGES AND PREFERRED DIVIDENDS . . 264,688 256,928 INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . 98,571 108,781 PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES. . . 13,163 15,089 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . $ 152,954 $ 133,058 AVERAGE NUMBER OF SHARES OUTSTANDING . . . . . . . . . . . 184,535 184,535 EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . . . $0.83 $0.72 CASH DIVIDENDS PAID PER SHARE. . . . . . . . . . . . . . . $0.60 $0.60 See Notes to Consolidated Financial Statements. /TABLE AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $ 8,946,513 $ 9,079,130 Transmission . . . . . . . . . . . . . . . . . . . . 3,179,097 3,169,347 Distribution . . . . . . . . . . . . . . . . . . . . 3,759,806 3,743,047 General (including mining assets and nuclear fuel) . 1,456,824 1,406,159 Construction Work in Progress. . . . . . . . . . . . 353,613 314,489 Total Electric Utility Plant . . . . . . . . 17,695,853 17,712,172 Accumulated Depreciation and Amortization. . . . . . 6,560,210 6,612,131 NET ELECTRIC UTILITY PLANT . . . . . . . . . 11,135,643 11,100,041 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 728,936 724,373 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 74,893 42,561 Accounts Receivable (net). . . . . . . . . . . . . . 506,346 463,765 Fuel . . . . . . . . . . . . . . . . . . . . . . . . 210,015 314,441 Materials and Supplies . . . . . . . . . . . . . . . 210,802 207,373 Accrued Utility Revenues . . . . . . . . . . . . . . 132,342 169,905 Prepayments and Other. . . . . . . . . . . . . . . . 139,316 98,958 TOTAL CURRENT ASSETS . . . . . . . . . . . . 1,273,714 1,297,003 REGULATORY ASSETS: Amounts Due From Customers For Future Federal Income Taxes. . . . . . . . . . . . 1,362,645 1,363,802 Other. . . . . . . . . . . . . . . . . . . . . . . . 960,264 856,182 TOTAL REGULATORY ASSETS. . . . . . . . . . . 2,322,909 2,219,984 TOTAL. . . . . . . . . . . . . . . . . . . $15,461,202 $15,341,401 See Notes to Consolidated Financial Statements. AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock-Par Value $6.50; Shares Authorized - 300,000,000; Shares Issued - 193,534,992, of which 8,999,992 were held in the treasury. . . . . $ 1,257,977 $ 1,257,977 Paid-in Capital. . . . . . . . . . . . . . . . . . . 1,624,612 1,625,068 Retained Earnings. . . . . . . . . . . . . . . . . . 1,311,401 1,269,283 Total Common Shareowners' Equity . . . . . . 4,193,990 4,152,328 Cumulative Preferred Stocks of Subsidiaries: Not Subject to Mandatory Redemption. . . . . . . . 233,240 268,240 Subject to Mandatory Redemption. . . . . . . . . . 535,450 500,450 Long-term Debt . . . . . . . . . . . . . . . . . . . 4,858,765 4,964,060 TOTAL CAPITALIZATION . . . . . . . . . . . . 9,821,445 9,885,078 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 613,876 509,317 CURRENT LIABILITIES: Long-term Debt Due Within One Year . . . . . . . . . 5,414 31,141 Short-term Debt. . . . . . . . . . . . . . . . . . . 289,863 278,976 Accounts Payable . . . . . . . . . . . . . . . . . . 222,085 259,145 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 418,183 409,198 Interest Accrued . . . . . . . . . . . . . . . . . . 118,576 91,161 Obligations Under Capital Leases . . . . . . . . . . 78,143 62,215 Other. . . . . . . . . . . . . . . . . . . . . . . . 397,230 338,988 TOTAL CURRENT LIABILITIES. . . . . . . . . . 1,529,494 1,470,824 DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . . . . 2,467,410 2,468,015 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 477,183 487,501 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2. . . . . . . . . . . . . . . . 426,375 430,091 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 125,419 90,575 CONTINGENCIES (Note 6) TOTAL. . . . . . . . . . . . . . . . . . . $15,461,202 $15,341,401 See Notes to Consolidated Financial Statements. AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 152,954 $ 133,058 Adjustments for Noncash Items: Depreciation and Amortization. . . . . . . . . . . . . . 139,892 139,337 Deferred Federal Income Taxes. . . . . . . . . . . . . . 552 (24,392) Deferred Investment Tax Credits. . . . . . . . . . . . . (10,273) (6,306) Amortization of Operating Expenses and Carrying Charges (net of deferrals) . . . . . . . . . . . . . . . . . . (5,602) (4,184) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . (42,581) (9,785) Fuel, Materials and Supplies . . . . . . . . . . . . . . 100,997 15,415 Accrued Utility Revenues . . . . . . . . . . . . . . . . 37,563 49,531 Prepayments and Other Current Assets . . . . . . . . . . (40,358) (42,361) Accounts Payable . . . . . . . . . . . . . . . . . . . . (37,060) (60,236) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . 8,985 93,169 Interest Accrued . . . . . . . . . . . . . . . . . . . . 27,415 20,344 Rent Accrued - Rockport Plant Unit 2 . . . . . . . . . . 36,928 36,928 Other (net). . . . . . . . . . . . . . . . . . . . . . . . (18,706) 46,767 Net Cash Flows From Operating Activities . . . . . . 350,706 387,285 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . (110,948) (104,650) Proceeds from Sale of Property and Other . . . . . . . . . 36,728 (1,252) Net Cash Flows Used For Investing Activities . . . . (74,220) (105,902) FINANCING ACTIVITIES: Issuance of Cumulative Preferred Stock . . . . . . . . . . 34,618 29,541 Issuance of Long-term Debt . . . . . . . . . . . . . . . . 292,847 104,317 Change in Short-term Debt (net). . . . . . . . . . . . . . 10,887 (50,279) Retirement of Cumulative Preferred Stock . . . . . . . . . (35,798) (40,896) Retirement of Long-term Debt . . . . . . . . . . . . . . . (435,985) (44,666) Dividends Paid on Common Stock . . . . . . . . . . . . . . (110,723) (110,723) Net Cash Flows Used For Financing Activities . . . . (244,154) (112,706) Net Increase in Cash and Cash Equivalents. . . . . . . . . . 32,332 168,677 Cash and Cash Equivalents at Beginning of Period . . . . . . 42,561 128,896 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 74,893 $ 297,573 Supplemental Disclosure: Cash paid (received) for interest net of capitalized amounts was $68,174,000 and $86,079,000 and for income taxes was $24,271,000 and $(44,221,000) in 1994 and 1993, respectively. Noncash acquisitions under capital leases were $73,848,000 and $8,244,000 in 1994 and 1993, respectively. See Notes to Consolidated Financial Statements. /TABLE AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . $1,269,283 $1,358,800 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . 152,954 133,058 DEDUCTIONS: Cash Dividends Declared. . . . . . . . . . . . . . . . . . . 110,723 110,723 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 113 39 BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . . . $1,311,401 $1,381,096 See Notes to Consolidated Financial Statements. /TABLE AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1994 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial statements should be read in conjunction with the 1993 Annual Report as incorporated in and filed with the Form 10-K. Certain prior-period amounts have been reclassified to conform to current-period presentation. 2. RECOVERY OF FUEL COSTS The municipal wholesale customers of Ohio Power Company (OPCo) filed a complaint in November 1992 with the Securities and Exchange Commission (SEC) requesting an investigation of the July 1992 Martinka mining operations sale and an investigation into the pricing of affiliated coal purchases back to 1986. If actions of the SEC result in OPCo being unable to recover a significant portion of the cost of affiliated coal, it would have a material adverse impact on results of operations and financial condition. 3. FINANCING AND RELATED ACTIVITIES Significant financing transactions by subsidiaries during the quarter ended March 31, 1994 included the following: Face Amount (in thousands) Issuances: First Mortgage Bonds 6.55% Series due 2004. . . . . . . . . . $ 50,000 6.55% Series due 2004. . . . . . . . . . 25,000 6.75% Series due 2004. . . . . . . . . . 50,000 7.45% Series due 2024. . . . . . . . . . 50,000 7.50% Series due 2024. . . . . . . . . . 25,000 7.60% Series due 2024. . . . . . . . . . 50,000 Notes Payable 6.20% due 2001 (three series). . . . . . 30,000 3.725% Initial Rate (through July 1994) due 1999 . . . . . . . . . . . . . . . 15,000 Cumulative Preferred Stock 6.30% Series . . . . . . . . . . . . . . 35,000 Retirements: First Mortgage Bonds 8-5/8% Series due 1996 . . . . . . . . . 100,000 9% Series due 1999 . . . . . . . . . . . 19,700 8-3/4% Series due 2017 (two series). . . 156,686 9% Series due 2017 . . . . . . . . . . . 100,000 Notes Payable 8% due 1994 (two series) . . . . . . . . 25,000 8.01% Series due 1994. . . . . . . . . . 25,000 Cumulative Preferred Stock 7.76% Series . . . . . . . . . . . . . . 35,000 4. BREED PLANT RETIREMENT Indiana Michigan Power Company's 325-megawatt Breed Plant was removed from service in January 1994 and was closed on March 31, 1994. The retirement of Breed Plant, with an original cost of $153 million, did not have a material impact on results of operations or financial condition. Breed Plant had been operated on a restricted basis since 1992 when plans to close the plant were announced. 5. VALUATION OF SECURITIES On January 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, (SFAS 115) which requires fair value accounting for investments in equity securities with a readily determinable market value and all investments in debt securities except those that the reporting enterprise has the positive intent and ability to hold to maturity. Debt securities not classified as held-to-maturity, shall be classified as trading or available-for-sale. Investments held in trust for decommissioning the nuclear facilities and for disposal of spent nuclear fuel were classified as available-for-sale under SFAS 115. SFAS 115 requires that unrealized gains and losses on investments classified as available-for-sale should be a separate component of shareholder's equity. However, due to the rate-making process, SFAS 115 adjustments for unrealized gains and losses to the carrying value of investments held in the trusts will result in corresponding adjustments to the nuclear decommissioning liability and the regulatory asset for future recovery of spent nuclear fuel disposal costs. The cumulative effect of adopting SFAS 115 on January 1, 1994 resulted in an increase in the decommissioning and spent nuclear fuel trusts of $20.4 million comprised of an unrealized holding gain of $21.4 million and an unrealized holding loss of $1 million, with no effect on net income and/or shareholder's equity. As required by SFAS 115, prior year amounts were not restated. The trust investments reported in other property and investments had a fair value of $321 million at January 1, 1994 and consist primarily of long-term tax-exempt municipal bonds. At January 1, 1994, the maturities of investments in debt securities range from 1994 to 2024. 6. CONTINGENCIES The Company continues to be involved in certain matters discussed in the 1993 Annual Report. AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 1994 vs. FIRST QUARTER 1993 RESULTS OF OPERATIONS Net income increased 15% or $19.9 million primarily as a result of an 8% increase in energy sales due to severe winter weather and continuing improvement in sales to industrial customers, rate increases in several jurisdictions and a decline in interest charges resulting from the refinancing of debt at lower interest rates. The favorable earnings impact of the cold winter was partly offset by storm damage expenses. The AEP System set a new winter peak demand for energy as a result of below zero temperatures in the Company's service territory and a portion of the eastern United States served by interconnected unaffiliated utilities resulting in a 13% increase in operating revenues. Retail revenues rose 9% due to increased weather related energy sales to residential and commercial customers of 9% and 5%, respectively, rate increases in the Indiana, Michigan, Ohio and Virginia jurisdictions and a 2% rise in industrial energy sales as a result of customer growth and increased usage reflecting improved economic conditions. Wholesale energy sales increased 23% also resulting from the severe winter and forced outages at unaffiliated generating units. Other income statement lines which changed significantly were: Increase (Decrease) (in millions) % Fuel and Purchased Power Expense. . . . . . . . . . $ 89.2 22 Other Operation Expense . . . . . . . . . . . . . . 14.4 6 Maintenance Expense . . . . . . . . . . . . . . . . 14.0 11 Depreciation and Amortization Expense . . . . . . . 8.3 6 Taxes Other Than Federal Income Taxes . . . . . . . 7.1 6 Federal Income Taxes. . . . . . . . . . . . . . . . 17.2 31 Deferred Zimmer Plant Carrying Charges (net of tax) (6.9) (74) Fuel and purchased power expense rose significantly due to increased generation and increased energy purchases from unaffiliated utilities for immediate pass-through sales to other unaffiliated utilities as a result of the weather related increase in energy demand. Also contributing to the rise in fuel expense was an increase in the average cost of fuel and increased utilization of coal-fired generation due to a reduction of low-cost nuclear generation resulting from a scheduled refueling outage at one of two nuclear units and an unscheduled maintenance outage at the other unit in 1994. The unscheduled maintenance outage ended in April 1994 and the unit returned to service. The refueling outage is scheduled to be completed in May. Other operation expense increased mainly due to recording provisions for loss on disposal of inventories and employee severance benefits related to closing of the Breed Plant, and increased nuclear decommissioning expense commensurate with increased rate recovery. Partly offsetting these increases was a reduction in the amortization of the pressurized fluidized bed combustion demonstration plant cost concurrent with a reduction in rate recovery. A January 1994 snow storm, two major ice storms in February and March 1994 and several other smaller storms significantly increased maintenance expense in 1994. Storm damage expenditures from these storms in 1994 were $41.6 million of which $19.9 million of incremental expenses were deferred as a regulatory asset consistent with a hearing examiner's findings in a pending retail rate case with regard to unusual storm damage expenditures incurred in the summer of 1993. Depreciation and amortization expense rose primarily due to the amortization of Zimmer Plant phase-in plan costs which increased sharply due to a discontinuance of the phase-in plan deferrals in February 1994 and the amortization of the previously deferred balances in February and March of 1994 commensurate with rate relief. Taxes other than federal income taxes increased primarily due to the West Virginia business and occupation tax which is based on generation at West Virginia plants that significantly increased reflecting the nuclear units' outages and weather related increase in energy demand. The increase in federal income tax expense attributable to operations was primarily due to an increase in pre-tax operating income. Accrual of deferred Zimmer carrying charges declined from the prior year since the 1994 carrying charges are on the unamortized phase-in deferral balance while the 1993 deferrals were on the larger Zimmer investment not yet phased into rates. FINANCIAL CONDITION Total plant and property additions including capital leases for the current period were $186 million. During the quarter subsidiaries issued $295 million principal amount of long-term debt at interest rates ranging from 3.725% to 7.60% and $35 million of $100 par value 6.30% cumulative preferred stock. Subsidiaries retired $427 million principal amount of long-term debt with interest rates ranging from 8% to 9-7/8%; redeemed $35 million of $100 par value 7.76% cumulative preferred stock; and increased short-term debt by $11 million since the beginning of the year. BREED PLANT RETIREMENT In the first quarter of 1994 Indiana Michigan Power Company retired its 325-megawatt Breed Plant, which began commercial operation in 1960, without any material effect on results of operation or financial condition. Breed Plant, with an original cost of $153 million, had been operated on a restricted basis since 1992 when plans to close the plant were announced. RECOVERY OF FUEL COSTS The municipal wholesale customers of Ohio Power Company (OPCo) filed a complaint in November 1992 with the Securities and Exchange Commission (SEC) requesting an investigation of the July 1992 Martinka mining operations sale and an investigation into the pricing of affiliated coal purchases back to 1986. If actions of the SEC result in OPCo being unable to recover a significant portion of the cost of affiliated coal, it would have a material adverse impact on results of operations and financial condition. AEP GENERATING COMPANY STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . . . $59,901 $58,764 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,030 23,175 Rent - Rockport Plant Unit 2 . . . . . . . . . . . . . . . . 16,578 16,614 Other Operation. . . . . . . . . . . . . . . . . . . . . . . 2,603 2,660 Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . 2,785 3,338 Depreciation . . . . . . . . . . . . . . . . . . . . . . . . 5,408 5,456 Taxes Other Than Federal Income Taxes. . . . . . . . . . . . 1,089 1,612 Federal Income Taxes . . . . . . . . . . . . . . . . . . . . 1,309 1,375 TOTAL OPERATING EXPENSES . . . . . . . . . . . . . . 55,802 54,230 OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . 4,099 4,534 NONOPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . 817 1,399 INCOME BEFORE INTEREST CHARGES . . . . . . . . . . . . . . . . 4,916 5,933 INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . . . 2,425 2,677 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,491 $ 3,256 STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . $1,339 $23,173 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . 2,491 3,256 CASH DIVIDENDS DECLARED. . . . . . . . . . . . . . . . . . . . 2,561 7,197 BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . . . $1,269 $19,232 The common stock of the Company is wholly owned by American Electric Power Company, Inc. See Notes to Financial Statements. /TABLE AEP GENERATING COMPANY BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production. . . . . . . . . . . . . . . . . . . . . . . . $628,608 $627,502 General . . . . . . . . . . . . . . . . . . . . . . . . . 1,772 1,757 Construction Work in Progress . . . . . . . . . . . . . . 1,656 1,773 Total Electric Utility Plant. . . . . . . . . . . 632,036 631,032 Accumulated Depreciation. . . . . . . . . . . . . . . . . 186,944 181,587 NET ELECTRIC UTILITY PLANT. . . . . . . . . . . . 445,092 449,445 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . . . . 1,833 3 Accounts Receivable . . . . . . . . . . . . . . . . . . . 19,590 18,729 Fuel. . . . . . . . . . . . . . . . . . . . . . . . . . . 12,681 12,867 Materials and Supplies. . . . . . . . . . . . . . . . . . 4,217 4,121 Prepayments . . . . . . . . . . . . . . . . . . . . . . . 682 731 TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . 39,003 36,451 DEFERRED FEDERAL INCOME TAX ASSETS. . . . . . . . . . . . . 9,108 10,975 REGULATORY ASSETS . . . . . . . . . . . . . . . . . . . . . 32,698 30,536 TOTAL . . . . . . . . . . . . . . . . . . . . . $525,901 $527,407 See Notes to Financial Statements. AEP GENERATING COMPANY BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - Par Value $1,000: Authorized and Outstanding - 1,000 Shares . . . . . . . $ 1,000 $ 1,000 Paid-in Capital . . . . . . . . . . . . . . . . . . . . . 53,435 54,435 Retained Earnings . . . . . . . . . . . . . . . . . . . . 1,269 1,339 Total Common Shareowner's Equity. . . . . . . . . 55,704 56,774 Long-term Debt. . . . . . . . . . . . . . . . . . . . . . 108,226 108,188 TOTAL CAPITALIZATION. . . . . . . . . . . . . . . 163,930 164,962 OTHER NONCURRENT LIABILITIES. . . . . . . . . . . . . . . . 1,693 1,736 CURRENT LIABILITIES: Short-term Debt - Notes Payable . . . . . . . . . . . . . - 15,250 Accounts Payable. . . . . . . . . . . . . . . . . . . . . 5,196 8,809 Taxes Accrued . . . . . . . . . . . . . . . . . . . . . . 7,110 3,697 Interest Accrued. . . . . . . . . . . . . . . . . . . . . 745 2,963 Rent Accrued - Rockport Plant Unit 2. . . . . . . . . . . 24,052 5,588 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 2,368 1,063 TOTAL CURRENT LIABILITIES . . . . . . . . . . . . 39,471 37,370 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2 . . . . . . . . . . . . . . . . . . 216,756 218,646 DEFERRED INVESTMENT TAX CREDITS . . . . . . . . . . . . . . 83,055 83,901 DEFERRED AMOUNTS DUE TO CUSTOMERS FOR FEDERAL INCOME TAXES. . . . . . . . . . . . . . . . . . . 20,406 20,792 DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . . . . 590 - CONTINGENCIES (Note 2) TOTAL . . . . . . . . . . . . . . . . . . . . . $525,901 $527,407 See Notes to Financial Statements. AEP GENERATING COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 2,491 $ 3,256 Adjustments for Noncash Items: Depreciation . . . . . . . . . . . . . . . . . . . . . . 5,408 5,456 Deferred Federal Income Taxes. . . . . . . . . . . . . . 1,481 462 Deferred Investment Tax Credits. . . . . . . . . . . . . (846) (847) Amortization of Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2. . . . . . . . . . . . . . . . . (1,890) (1,890) Changes in Certain Current Assets and Liabilities: Accounts Receivable. . . . . . . . . . . . . . . . . . . (861) 1,392 Fuel, Materials and Supplies . . . . . . . . . . . . . . 90 5,170 Accounts Payable . . . . . . . . . . . . . . . . . . . . (3,613) (369) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . 3,413 15,013 Interest Accrued . . . . . . . . . . . . . . . . . . . . (2,218) (2,251) Rent Accrued - Rockport Plant Unit 2 . . . . . . . . . . 18,464 18,464 Other (net). . . . . . . . . . . . . . . . . . . . . . . . (160) (1,829) Net Cash Flows From Operating Activities . . . . . . 21,759 42,027 INVESTING ACTIVITIES - Construction Expenditures . . . . . . (1,118) (621) FINANCING ACTIVITIES: Capital Contributions Returned to Parent Company . . . . . (1,000) - Change in Short-term Debt (net). . . . . . . . . . . . . . (15,250) - Dividends Paid . . . . . . . . . . . . . . . . . . . . . . (2,561) (7,197) Net Cash Flows Used For Financing Activities . . . . (18,811) (7,197) Net Increase in Cash and Cash Equivalents. . . . . . . . . . 1,830 34,209 Cash and Cash Equivalents at Beginning of Period . . . . . . 3 27,974 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 1,833 $62,183 Supplemental Disclosure: Cash paid (received) for interest net of capitalized amounts was $4,560,000 and $4,840,000 and for income taxes was $(528,000) and $(10,138,000) in 1994 and 1993, respectively. See Notes to Financial Statements. /TABLE AEP GENERATING COMPANY NOTES TO FINANCIAL STATEMENTS MARCH 31, 1994 (UNAUDITED) 1. GENERAL The accompanying unaudited financial statements should be read in conjunction with the 1993 Annual Report as incorporated in and filed with the Form 10-K. 2. CONTINGENCIES The Company continues to be involved in certain matters discussed in its 1993 Annual Report. AEP GENERATING COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS FIRST QUARTER 1994 vs. FIRST QUARTER 1993 Operating revenues are derived from the sale of Rockport Plant energy and capacity to two affiliated companies and one unaffiliated utility pursuant to Federal Energy Regulatory Commission (FERC) approved long-term unit power agreements. The unit power agreements provide for recovery of costs including a FERC approved rate of return on common equity and a return on other capital net of temporary cash investments. Net income declined $0.8 million or 23.5% reflecting the reduction in common equity on which a return is earned, offset in part by an increase in the return on other capital due to lower temporary cash investments during 1994. The reduction of common equity resulted from the payment of dividends in excess of net income as well as a return of capital to the parent company. Operating revenues increased $1.1 million reflecting the recovery of increased operating expenses. However, the increase in revenues was less than the increase in expenses since the common equity return component of revenues decreased. Other income statement items which changed significantly were as follows: Increase (Decrease) (in millions) % Fuel Expense . . . . . . . . . . . . . . . . . . . . . . $ 2.9 12.3 Maintenance Expense. . . . . . . . . . . . . . . . . . . (0.6) (16.6) Taxes Other Than Federal Income Taxes. . . . . . . . . . (0.5) (32.4) Nonoperating Income. . . . . . . . . . . . . . . . . . . (0.6) (41.6) Interest Charges . . . . . . . . . . . . . . . . . . . . (0.3) (9.4) Fuel expense increased due to the effect of a coal transportation cost refund received in the first quarter of 1993. Higher maintenance expense in 1993 due to planned boiler inspections and repairs at both Rockport Plant units resulted in the decrease in maintenance expense as only one unit is scheduled to be out of service for maintenance in 1994. Taxes other than federal income taxes decreased as a result of prior period accrual adjustments for Indiana property taxes. The reduction in nonoperating income resulted from interest income recorded in March 1993 on prior years' income tax refunds from the Internal Revenue Service. The redemption of a $55 million installment purchase contract in December 1993 accounted for the decline in interest charges. APPALACHIAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . $438,095 $393,036 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . 111,538 84,009 Purchased Power. . . . . . . . . . . . . . . . . . . . . 94,863 91,754 Other Operation. . . . . . . . . . . . . . . . . . . . . 48,592 45,200 Maintenance. . . . . . . . . . . . . . . . . . . . . . . 40,577 28,236 Depreciation and Amortization. . . . . . . . . . . . . . 31,512 30,507 Taxes Other Than Federal Income Taxes. . . . . . . . . . 33,049 27,239 Federal Income Taxes . . . . . . . . . . . . . . . . . . 18,022 18,344 TOTAL OPERATING EXPENSES . . . . . . . . . . . . 378,153 325,289 OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . 59,942 67,747 NONOPERATING LOSS. . . . . . . . . . . . . . . . . . . . . (2,690) (1,088) INCOME BEFORE INTEREST CHARGES . . . . . . . . . . . . . . 57,252 66,659 INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . 24,720 25,105 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . 32,532 41,554 PREFERRED STOCK DIVIDEND REQUIREMENTS. . . . . . . . . . . 3,592 4,239 EARNINGS APPLICABLE TO COMMON STOCK. . . . . . . . . . . . $ 28,940 $ 37,315 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . $227,816 $229,920 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . 32,532 41,554 DEDUCTIONS: Cash Dividends Declared: Common Stock . . . . . . . . . . . . . . . . . . . . . 27,035 26,729 Cumulative Preferred Stock . . . . . . . . . . . . . . 3,407 4,122 Capital Stock Expense. . . . . . . . . . . . . . . . . . 185 116 BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . $229,721 $240,507 The common stock of the Company is wholly owned by American Electric Power Company, Inc. See Notes to Consolidated Financial Statements. /TABLE APPALACHIAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $1,784,957 $1,781,005 Transmission . . . . . . . . . . . . . . . . . . . . 991,058 987,147 Distribution . . . . . . . . . . . . . . . . . . . . 1,233,748 1,225,436 General. . . . . . . . . . . . . . . . . . . . . . . 141,999 140,942 Construction Work in Progress. . . . . . . . . . . . 68,890 59,170 Total Electric Utility Plant . . . . . . . . 4,220,652 4,193,700 Accumulated Depreciation and Amortization. . . . . . 1,570,926 1,550,855 NET ELECTRIC UTILITY PLANT . . . . . . . . . 2,649,726 2,642,845 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 50,530 51,551 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 6,514 4,626 Accounts Receivable (net). . . . . . . . . . . . . . 140,431 130,862 Fuel . . . . . . . . . . . . . . . . . . . . . . . . 32,550 46,881 Materials and Supplies . . . . . . . . . . . . . . . 45,438 43,351 Accrued Utility Revenues . . . . . . . . . . . . . . 43,388 58,294 Prepayments. . . . . . . . . . . . . . . . . . . . . 15,703 7,430 TOTAL CURRENT ASSETS . . . . . . . . . . . . 284,024 291,444 REGULATORY ASSETS: Amounts Due From Customers for Future Federal Income Taxes . . . . . . . . . . . . . . . 317,759 320,160 Other. . . . . . . . . . . . . . . . . . . . . . . . 148,303 122,367 TOTAL REGULATORY ASSETS. . . . . . . . . . . 466,062 442,527 TOTAL. . . . . . . . . . . . . . . . . . . $3,450,342 $3,428,367 See Notes to Consolidated Financial Statements. APPALACHIAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - No Par Value: Authorized - 30,000,000 Shares Outstanding - 13,499,500 Shares. . . . . . . . . . $ 260,458 $ 260,458 Paid-in Capital. . . . . . . . . . . . . . . . . . . 494,834 494,834 Retained Earnings. . . . . . . . . . . . . . . . . . 229,721 227,816 Total Common Shareowner's Equity . . . . . . 985,013 983,108 Cumulative Preferred Stock: Not Subject to Mandatory Redemption. . . . . . . . 55,000 55,000 Subject to Mandatory Redemption. . . . . . . . . . 160,450 160,450 Long-term Debt . . . . . . . . . . . . . . . . . . . 1,157,930 1,215,124 TOTAL CAPITALIZATION . . . . . . . . . . . . 2,358,393 2,413,682 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 72,767 55,865 CURRENT LIABILITIES: Short-term Debt. . . . . . . . . . . . . . . . . . . 59,125 39,500 Accounts Payable . . . . . . . . . . . . . . . . . . 83,709 68,158 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 62,924 52,128 Customer Deposits. . . . . . . . . . . . . . . . . . 13,600 13,670 Interest Accrued . . . . . . . . . . . . . . . . . . 32,433 18,212 Other. . . . . . . . . . . . . . . . . . . . . . . . 70,272 71,259 TOTAL CURRENT LIABILITIES. . . . . . . . . . 322,063 262,927 DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . . . . 578,879 578,948 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 81,854 82,987 REGULATORY LIABILITIES AND DEFERRED CREDITS. . . . . . 36,386 33,958 CONTINGENCIES (Note 3) TOTAL. . . . . . . . . . . . . . . . . . . $3,450,342 $3,428,367 See Notes to Consolidated Financial Statements. APPALACHIAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 32,532 $ 41,554 Adjustments for Noncash Items: Depreciation and Amortization. . . . . . . . . . . . . . 32,147 31,142 Deferred Federal Income Taxes. . . . . . . . . . . . . . 2,322 (4,952) Deferred Investment Tax Credits. . . . . . . . . . . . . (1,224) (1,231) Deferred Power Supply Costs (net). . . . . . . . . . . . 2,005 13,256 Provision for Rate Refunds . . . . . . . . . . . . . . . 7,403 874 Storm Damage Expense Deferrals . . . . . . . . . . . . . (14,596) - Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . (9,569) (12,937) Fuel, Materials and Supplies . . . . . . . . . . . . . . 12,244 (7,124) Accrued Utility Revenues . . . . . . . . . . . . . . . . 14,906 10,122 Prepayments. . . . . . . . . . . . . . . . . . . . . . . (8,273) (9,112) Accounts Payable . . . . . . . . . . . . . . . . . . . . 15,551 (9,102) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . 10,796 32,129 Interest Accrued . . . . . . . . . . . . . . . . . . . . 14,221 9,313 Other (net). . . . . . . . . . . . . . . . . . . . . . . . (3,637) 4,592 Net Cash Flows From Operating Activities . . . . . . 106,828 98,524 INVESTING ACTIVITIES - Construction Expenditures . . . . . . (35,751) (34,597) FINANCING ACTIVITIES: Change in Short-term Debt (net). . . . . . . . . . . . . . 19,625 (31,225) Retirement of Long-term Debt . . . . . . . . . . . . . . . (58,219) (2,317) Dividends Paid on Common Stock . . . . . . . . . . . . . . (27,035) (26,729) Dividends Paid on Cumulative Preferred Stock . . . . . . . (3,560) (4,122) Net Cash Flows Used For Financing Activities . . . . (69,189) (64,393) Net Increase (Decrease) in Cash and Cash Equivalents . . . . 1,888 (466) Cash and Cash Equivalents at Beginning of Period . . . . . . 4,626 9,501 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 6,514 $ 9,035 Supplemental Disclosure: Cash paid (received) for interest net of capitalized amounts was $9,919,000 and $15,330,000 and for income taxes was $5,882,000 and $(7,714,000) in 1994 and 1993, respectively. Noncash acquisitions under capital leases were $1,994,000 and $1,049,000 in 1994 and 1993, respectively. See Notes to Consolidated Financial Statements. APPALACHIAN POWER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1994 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial statements should be read in conjunction with the 1993 Annual Report as incorporated in and filed with the Form 10-K. Certain prior-period amounts have been reclassified to conform to current-period presentation. 2. FINANCING ACTIVITIES: In March 1994, the Company redeemed the remaining $56.7 million outstanding balance of 8-3/4% Series First Mortgage Bonds due in 2017. 3. CONTINGENCIES The Company continues to be involved in certain matters discussed in its 1993 Annual Report. APPALACHIAN POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 1994 vs. FIRST QUARTER 1993 RESULTS OF OPERATIONS Although operating revenues increased by $45.1 million reflecting a significant increase in the demand for energy due to severe winter weather, net income decreased $9 million or 22% primarily due to unusual storm damage expenditures. Retail revenues increased 6% as a result of a 5% rise in retail energy sales, attributable to the cold weather which significantly increased energy requirements for heating, and a May 1993 Virginia retail rate increase being collected subject to refund. The Company set a new all-time internal peak demand as below zero temperatures extended across its service territory. Weather sensitive residential and commercial customers increased their energy consumption by 9% and 5%, respectively. A 40% increase in wholesale revenues resulted from a corresponding 40% increase in wholesale energy sales due to increased sales to unaffiliated utilities by the AEP System Power Pool (Power Pool) resulting from the severe winter and forced outages at unaffiliated generating units. Wholesale revenues also increased as the Company supplied additional amounts of energy to the Power Pool due to refueling and maintenance outages at an affiliate's nuclear plant. Other income statement lines which changed significantly were as follows: Increase (Decrease) (in millions) % Fuel Expense. . . . . . . . . . . . . . . . . . . . . $27.5 33 Other Operation Expense . . . . . . . . . . . . . . . 3.4 8 Maintenance Expense . . . . . . . . . . . . . . . . . 12.3 44 Taxes Other Than Federal Income Taxes . . . . . . . . 5.8 21 Fuel expense increased primarily due to a 59% increase in coal-fired generation reflecting the increased demand for retail and wholesale energy, less maintenance outages as compared to the same period last year and the need to supply additional power to the Power Pool due to outages of affiliated nuclear generating units. The Power Pool allocates capacity costs to its members based on their relative peak demands in the prior twelve months. As a result of the new all- time peak in January 1994, the Company will incur a greater portion of the Power Pool's capacity charges which are recorded as purchased power expense. Until the Company is able to recover from its ratepayers the increase in capacity charges, estimated to be $36 million annually, its results of operations will be adversely affected. The Company's ability to timely recover these additional Power Pool capacity charges are affected by the time required to file and receive a base rate increase in Virginia and the recently agreed to three-year rate increase moratorium in West Virginia. The increase in other operation expense was primarily due to increased administrative and general expenses and employee benefit expenses. A January 1994 snow storm, primarily in the West Virginia service territory, two major ice storms in February and March 1994, primarily in the Virginia service territory, and several other smaller storms significantly increased maintenance expenses in 1994. Storm damage expenditures from these storms in 1994 were $38.5 million of which $19.9 million of Virginia jurisdictional incremental expenses were deferred as a regulatory asset consistent with a finding by a Virginia State Corporation Commission Hearing Examiner in the Company's pending Virginia retail rate case with regard to unusual storm damage expenditures incurred in the summer of 1993. Taxes other than federal income taxes increased primarily due to the West Virginia business and occupation tax which is on generation at West Virginia plants which increased significantly. FINANCIAL CONDITION For the first three months of 1994 total plant and property additions including capital leases were $38 million, a 6% increase. In March 1994, the Company redeemed the remaining $56.7 million outstanding balance of 8-3/4% Series First Mortgage Bonds due in 2017. Outstanding short-term debt increased $19.6 million from year-end levels. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . $255,829 $219,875 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . 53,632 50,130 Purchased Power. . . . . . . . . . . . . . . . . . . . . 39,396 33,590 Other Operation. . . . . . . . . . . . . . . . . . . . . 42,544 40,717 Maintenance. . . . . . . . . . . . . . . . . . . . . . . 15,828 16,507 Depreciation . . . . . . . . . . . . . . . . . . . . . . 20,590 21,360 Amortization (Deferral) of Zimmer Plant Phase-in Costs . 3,385 (3,592) Taxes Other Than Federal Income Taxes. . . . . . . . . . 25,296 25,087 Federal Income Taxes . . . . . . . . . . . . . . . . . . 11,690 6,113 TOTAL OPERATING EXPENSES. . . . . . . . . . . . . 212,361 189,912 OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . 43,468 29,963 NONOPERATING INCOME: Deferred Zimmer Plant Carrying Charges (net of tax). . . 2,419 9,291 Other. . . . . . . . . . . . . . . . . . . . . . . . . . 681 1,074 TOTAL NONOPERATING INCOME . . . . . . . . . . . . 3,100 10,365 INCOME BEFORE INTEREST CHARGES . . . . . . . . . . . . . . 46,568 40,328 INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . 21,916 22,098 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . 24,652 18,230 PREFERRED STOCK DIVIDEND REQUIREMENTS. . . . . . . . . . . 2,766 2,766 EARNINGS APPLICABLE TO COMMON STOCK. . . . . . . . . . . . $ 21,886 $ 15,464 The common stock of the Company is wholly owned by American Electric Power Company, Inc. See Notes to Consolidated Financial Statements. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $1,449,981 $1,443,506 Transmission . . . . . . . . . . . . . . . . . . . . 296,152 295,539 Distribution . . . . . . . . . . . . . . . . . . . . 766,213 755,342 General. . . . . . . . . . . . . . . . . . . . . . . 98,174 97,874 Construction Work in Progress. . . . . . . . . . . . 49,529 52,794 Total Electric Utility Plant . . . . . . . . 2,660,049 2,645,055 Accumulated Depreciation . . . . . . . . . . . . . . 830,102 811,817 NET ELECTRIC UTILITY PLANT . . . . . . . . . 1,829,947 1,833,238 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 32,661 34,558 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 8,396 6,633 Accounts Receivable. . . . . . . . . . . . . . . . . 55,251 52,088 Allowance for Uncollectible Accounts . . . . . . . . (1,634) (991) Fuel . . . . . . . . . . . . . . . . . . . . . . . . 19,122 32,257 Materials and Supplies . . . . . . . . . . . . . . . 27,647 25,772 Accrued Utility Revenues . . . . . . . . . . . . . . 23,655 28,889 Prepayments. . . . . . . . . . . . . . . . . . . . . 35,999 28,372 Other. . . . . . . . . . . . . . . . . . . . . . . . 1,345 1,863 TOTAL CURRENT ASSETS . . . . . . . . . . . . 169,781 174,883 REGULATORY ASSETS: Amounts Due From Customers For Future Federal Income Taxes . . . . . . . . . . . . . . . 288,948 290,644 Other. . . . . . . . . . . . . . . . . . . . . . . . 254,418 249,348 TOTAL REGULATORY ASSETS. . . . . . . . . . . 543,366 539,992 TOTAL. . . . . . . . . . . . . . . . . . . $2,575,755 $2,582,671 See Notes to Consolidated Financial Statements. /TABLE COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - No Par Value: Authorized - 24,000,000 Shares Outstanding - 16,410,426 Shares. . . . . . . . . . $ 41,026 $ 41,026 Paid-in Capital. . . . . . . . . . . . . . . . . . . 566,046 566,046 Retained Earnings. . . . . . . . . . . . . . . . . . 22,942 18,288 Total Common Shareowner's Equity . . . . . . 630,014 625,360 Cumulative Preferred Stock - Subject to Mandatory Redemption . . . . . . . . . . . . . . . 125,000 125,000 Long-term Debt . . . . . . . . . . . . . . . . . . . 997,265 997,013 TOTAL CAPITALIZATION . . . . . . . . . . . . 1,752,279 1,747,373 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 21,649 17,189 CURRENT LIABILITIES: Long-term Debt Due Within One Year . . . . . . . . . - 20,700 Short-term Debt. . . . . . . . . . . . . . . . . . . 53,500 25,225 Accounts Payable . . . . . . . . . . . . . . . . . . 40,936 50,547 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 96,891 114,233 Interest Accrued . . . . . . . . . . . . . . . . . . 26,346 23,245 Other. . . . . . . . . . . . . . . . . . . . . . . . 29,846 22,189 TOTAL CURRENT LIABILITIES. . . . . . . . . . 247,519 256,139 DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . . . . 477,684 474,290 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 67,610 68,533 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 9,014 19,147 CONTINGENCIES (Note 3) TOTAL. . . . . . . . . . . . . . . . . . . $2,575,755 $2,582,671 See Notes to Consolidated Financial Statements. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 24,652 $ 18,230 Adjustments for Noncash Items: Depreciation . . . . . . . . . . . . . . . . . . . . . . 20,648 22,221 Deferred Federal Income Taxes. . . . . . . . . . . . . . 5,090 6,451 Deferred Investment Tax Credits. . . . . . . . . . . . . (922) (943) Deferred Fuel Costs (net). . . . . . . . . . . . . . . . (5,701) 1,911 Deferred Zimmer Plant Operating Expenses and Carrying Charges . . . . . . . . . . . . . . . . . (179) (17,305) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . (2,520) 462 Fuel, Materials and Supplies . . . . . . . . . . . . . . 11,260 644 Accrued Utility Revenues . . . . . . . . . . . . . . . . 5,234 296 Prepayments. . . . . . . . . . . . . . . . . . . . . . . (7,627) (8,120) Accounts Payable . . . . . . . . . . . . . . . . . . . . (9,611) (4,990) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . (17,342) (26,088) Other (net). . . . . . . . . . . . . . . . . . . . . . . . 12,227 12,781 Net Cash Flows From Operating Activities . . . . . . 35,209 5,550 INVESTING ACTIVITIES - Construction Expenditures . . . . . . (14,222) (17,309) FINANCING ACTIVITIES: Issuance of Long-term Debt . . . . . . . . . . . . . . . . 198,298 - Change in Short-term Debt (net). . . . . . . . . . . . . . 28,275 37,981 Retirement of Long-term Debt . . . . . . . . . . . . . . . (225,834) (2,250) Dividends Paid on Common Stock . . . . . . . . . . . . . . (17,197) (20,185) Dividends Paid on Cumulative Preferred Stock . . . . . . . (2,766) (2,766) Net Cash Flows From (Used For) Financing Activities. (19,224) 12,780 Net Increase in Cash and Cash Equivalents. . . . . . . . . . 1,763 1,021 Cash and Cash Equivalents at Beginning of Period . . . . . . 6,633 8,322 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 8,396 $ 9,343 Supplemental Disclosure: Cash paid (received) for interest net of capitalized amounts was $17,863,000 and $23,563,000 and for income taxes was $(81,000) and $5,922,000 in 1994 and 1993, respectively. Noncash acquisitions under capital leases were $1,360,000 and $1,486,000 in 1994 and 1993, respectively. See Notes to Consolidated Financial Statements. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . $18,288 $127,562 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . 24,652 18,230 DEDUCTIONS: Cash Dividends Declared: Common Stock . . . . . . . . . . . . . . . . . . . . . . . 17,197 20,185 Cumulative Preferred Stock . . . . . . . . . . . . . . . . 2,766 2,766 Capital Stock Expense. . . . . . . . . . . . . . . . . . . . 35 35 BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . . . $22,942 $122,806 See Notes to Consolidated Financial Statements. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1994 (UNAUDITED) 1. GENERAL: The accompanying unaudited consolidated financial statements should be read in conjunction with the 1993 Annual Report as incorporated in and filed with the Form 10-K. Certain prior-period amounts have been reclassified to conform to current-period presentation. 2. FINANCING ACTIVITIES: Significant financing transactions during the quarter ended March 31, 1994 include the following: Face Amount (in thousands) Issuances: First Mortgage Bonds: 6.55% Series due 2004 $ 50,000 7.45% Series due 2024 50,000 6.75% Series due 2004 50,000 7.60% Series due 2024 50,000 Retirements: First Mortgage Bonds: 8-5/8% Series due 1996 100,000 9% Series due 1999 19,700 9% Series due 2017 100,000 3. CONTINGENCIES: The Company continues to be involved in certain matters discussed in its 1993 Annual Report. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS FIRST QUARTER 1994 vs. FIRST QUARTER 1993 Net income increased 35% to $24.7 million due to a 15% increase in energy sales as severe winter weather increased demand. The weather related sales increase and a rate increase resulted in a 12% rise in retail revenues. The Public Utilities Commission of Ohio (PUCO) granted a 7.11% increase in rates effective February 1, 1994 as a result of a November 1993 Ohio Supreme Court ruling that the PUCO did not have authority under state law to order a rate phase-in for the Zimmer Plant. The increase includes a 3.72% base rate increase, which represents the acceleration of the final step of the court rejected rate phase-in plan, and a 3.39% surcharge, which provides for recovery of the $96.9 million of previous deferrals under the phase-in plan and a return thereon, to be collected over a period that is not expected to exceed four and one-half years. The rate increase has no effect on net income because it is offset by the amortization of prior year phase-in plan deferrals and the cessation of current year deferrals which would have occurred had the phase-in plan continued in effect. Wholesale energy sales increased 71% primarily due to increased sales to unaffiliated utilities by the AEP System Power Pool (Power Pool) also resulting from the severe winter and forced outages at unaffiliated generating units. Other income statement lines which changed significantly were as follows: Increase (Decrease) (in millions) % Fuel Expense. . . . . . . . . . . . . . . . . . . . $ 3.5 7.0 Purchased Power Expense . . . . . . . . . . . . . . 5.8 17.3 Amortization (Deferral) of Zimmer Plant Phase-in Costs. . . . . . . . . . . . . . . . . . 7.0 N.M. Federal Income Taxes. . . . . . . . . . . . . . . . 5.6 91.2 Deferred Zimmer Plant Carrying Charges (net of tax). . . . . . . . . . . . . . . . . . . (6.9) (74.0) N.M. = Not meaningful Fuel expense rose due to an increase in net generation and an increase in the average cost of fuel consumed partially offset by the amortization of previously over collected fuel costs through the operation of fuel clause adjustment mechanism. Under the fuel clause the Company defers fuel expense to the extent it varies from the allowed electric fuel component rate. Such cost variance deferrals are amortized to fuel expense commensurate with subsequent rate recovery. The increase in purchased power expense resulted mainly from increased energy purchases from unaffiliated utilities for immediate pass-through sales to other unaffiliated utilities to meet the weather related increase in demand for energy. The amortization (deferral) of Zimmer Plant phase-in costs increased sharply due to a discontinuance of the phase-in deferrals in February 1994 and the amortization, commensurate with rate relief, of the previously deferred balances in February and March of 1994. Federal income tax expense attributable to operations increased primarily as a result of the increase in pre-tax operating income. The accrual of deferred Zimmer carrying charges declined from the prior year since the 1994 carrying charges are on the unamortized phase-in deferral balance while the 1993 carrying charge deferrals were on the larger Zimmer investment not yet phased into rates. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . $337,921 $302,968 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . 53,058 58,477 Purchased Power. . . . . . . . . . . . . . . . . . . . . 44,906 25,431 Other Operation. . . . . . . . . . . . . . . . . . . . . 74,178 63,104 Maintenance. . . . . . . . . . . . . . . . . . . . . . . 36,931 38,465 Depreciation and Amortization. . . . . . . . . . . . . . 34,445 34,339 Amortization of Rockport Plant Unit 1 Phase-in Plan Deferrals. . . . . . . . . . . . . . . . 3,911 3,911 Taxes Other Than Federal Income Taxes. . . . . . . . . . 19,461 18,504 Federal Income Taxes . . . . . . . . . . . . . . . . . . 12,216 7,468 TOTAL OPERATING EXPENSES . . . . . . . . . . . . 279,106 249,699 OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . 58,815 53,269 NONOPERATING INCOME (LOSS) . . . . . . . . . . . . . . . . 4,435 (3,004) INCOME BEFORE INTEREST CHARGES . . . . . . . . . . . . . . 63,250 50,265 INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . 18,282 21,743 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . 44,968 28,522 PREFERRED STOCK DIVIDEND REQUIREMENTS. . . . . . . . . . . 2,980 3,806 EARNINGS APPLICABLE TO COMMON STOCK. . . . . . . . . . . . $ 41,988 $ 24,716 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . $177,638 $171,309 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . 44,968 28,522 DEDUCTIONS: Cash Dividends Declared: Common Stock . . . . . . . . . . . . . . . . . . . . . 26,652 26,236 Cumulative Preferred Stock . . . . . . . . . . . . . . 2,980 3,806 Capital Stock Expense. . . . . . . . . . . . . . . . . . 45 5 BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . $192,929 $169,784 The common stock of the Company is wholly owned by American Electric Power Company, Inc. See Notes to Consolidated Financial Statements. /TABLE INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $2,453,841 $2,602,527 Transmission . . . . . . . . . . . . . . . . . . . . 841,169 839,198 Distribution . . . . . . . . . . . . . . . . . . . . 613,561 608,752 General (including nuclear fuel) . . . . . . . . . . 180,885 152,470 Construction Work in Progress. . . . . . . . . . . . 98,788 88,010 Total Electric Utility Plant . . . . . . . . 4,188,244 4,290,957 Accumulated Depreciation and Amortization. . . . . . 1,592,604 1,714,829 NET ELECTRIC UTILITY PLANT . . . . . . . . . 2,595,640 2,576,128 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 458,566 432,459 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 6,434 3,752 Accounts Receivable (net). . . . . . . . . . . . . . 120,026 121,336 Fuel . . . . . . . . . . . . . . . . . . . . . . . . 23,309 34,476 Materials and Supplies . . . . . . . . . . . . . . . 57,970 57,800 Accrued Utility Revenues . . . . . . . . . . . . . . 31,194 34,642 Prepayments. . . . . . . . . . . . . . . . . . . . . 15,516 12,043 TOTAL CURRENT ASSETS . . . . . . . . . . . . 254,449 264,049 REGULATORY ASSETS: Amounts Due From Customers For Future Federal Income Taxes . . . . . . . . . . . . . . . 294,306 286,948 Other. . . . . . . . . . . . . . . . . . . . . . . . 250,919 205,874 TOTAL REGULATORY ASSETS. . . . . . . . . . . 545,225 492,822 TOTAL. . . . . . . . . . . . . . . . . . . $3,853,880 $3,765,458 See Notes to Consolidated Financial Statements. /TABLE INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - No Par Value: Authorized - 2,500,000 Shares Outstanding - 1,400,000 Shares . . . . . . . . . . $ 56,584 $ 56,584 Paid-in Capital. . . . . . . . . . . . . . . . . . . 734,477 734,933 Retained Earnings. . . . . . . . . . . . . . . . . . 192,929 177,638 Total Common Shareowner's Equity . . . . . . 983,990 969,155 Cumulative Preferred Stock: Not Subject to Mandatory Redemption. . . . . . . . 52,000 87,000 Subject to Mandatory Redemption. . . . . . . . . . 135,000 100,000 Long-term Debt . . . . . . . . . . . . . . . . . . . 1,024,757 1,073,154 TOTAL CAPITALIZATION . . . . . . . . . . . . 2,195,747 2,229,309 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 345,362 288,197 CURRENT LIABILITIES: Short-term Debt - Commercial Paper . . . . . . . . . 66,725 50,075 Accounts Payable . . . . . . . . . . . . . . . . . . 51,405 57,918 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 67,976 54,473 Interest Accrued . . . . . . . . . . . . . . . . . . 20,860 18,894 Rent Accrued - Rockport Plant Unit 2 . . . . . . . . 24,052 5,588 Obligations Under Capital Leases . . . . . . . . . . 30,626 20,585 Other. . . . . . . . . . . . . . . . . . . . . . . . 78,881 73,779 TOTAL CURRENT LIABILITIES. . . . . . . . . . 340,525 281,312 DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . . . . 564,393 553,920 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 179,755 186,032 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2. . . . . . . . . . . . . . . . 209,619 211,446 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 18,479 15,242 CONTINGENCIES (Note 5) TOTAL. . . . . . . . . . . . . . . . . . . $3,853,880 $3,765,458 See Notes to Consolidated Financial Statements. /TABLE INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 44,968 $ 28,522 Adjustments for Noncash Items: Depreciation and Amortization. . . . . . . . . . . . . . 37,840 36,284 Amortization of Rockport Plant Unit 1 Phase-in Plan Deferrals. . . . . . . . . . . . . . . . 3,911 3,911 Amortization (Deferral) of Incremental Nuclear Refueling Outage Expenses (net). . . . . . . . . . . . (9,334) 9,210 Deferred Federal Income Taxes. . . . . . . . . . . . . . 3,115 (15,223) Deferred Investment Tax Credits. . . . . . . . . . . . . (6,160) (2,079) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . 1,310 2,400 Fuel, Materials and Supplies . . . . . . . . . . . . . . 10,997 8,926 Accrued Utility Revenues . . . . . . . . . . . . . . . . 3,448 29,214 Accounts Payable . . . . . . . . . . . . . . . . . . . . (6,513) (10,138) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . 13,503 72,366 Rent Accrued - Rockport Plant Unit 2 . . . . . . . . . . 18,464 18,464 Other (net). . . . . . . . . . . . . . . . . . . . . . . . (22,735) (17,965) Net Cash Flows From Operating Activities . . . . . . 92,814 163,892 INVESTING ACTIVITIES - Construction Expenditures . . . . . . (23,854) (23,094) FINANCING ACTIVITIES: Issuance of Cumulative Preferred Stock . . . . . . . . . . 34,618 29,541 Issuance of Long-term Debt . . . . . . . . . . . . . . . . 49,548 - Retirement of Cumulative Preferred Stock . . . . . . . . . (35,798) (40,896) Retirement of Long-term Debt . . . . . . . . . . . . . . . (101,833) - Change in Short-term Debt (net). . . . . . . . . . . . . . 16,650 (44,200) Dividends Paid on Common Stock . . . . . . . . . . . . . . (26,652) (26,236) Dividends Paid on Cumulative Preferred Stock . . . . . . . (2,811) (4,454) Net Cash Flows Used For Financing Activities . . . . (66,278) (86,245) Net Increase in Cash and Cash Equivalents. . . . . . . . . . 2,682 54,553 Cash and Cash Equivalents at Beginning of Period . . . . . . 3,752 7,459 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 6,434 $ 62,012 Supplemental Disclosure: Cash paid (received) for interest net of capitalized amounts was $15,861,000 and $18,694,000 and for income taxes was $12,501,000 and $(29,429,000) in 1994 and 1993, respectively. Noncash acquisitions under capital leases were $38,731,000 and $774,000 in 1994 and 1993, respectively. See Notes to Consolidated Financial Statements. /TABLE INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1994 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial statements should be read in conjunction with the 1993 Annual Report as incorporated in and filed with the Form 10-K. Certain prior-period amounts have been reclassified to conform to current-period presentation. 2. FINANCING ACTIVITIES During February 1994 the Company redeemed $35 million of 7.76% Cumulative Preferred Stock and issued $35 million of 6.30% Cumulative Preferred Stock. In March 1994 the Company retired $100 million of 8-3/4% First Mortgage Bonds and issued two $25 million series of First Mortgage Bonds at 6.55% due in 2004 and 7.50% due in 2024. 3. BREED PLANT RETIREMENT The 325-megawatt Breed Plant, with an original cost of $153 million, was removed from service in January 1994 and was closed on March 31, 1994. The retirement of Breed Plant did not have a material impact on results of operations or financial condition. Breed Plant had been operated on a restricted basis since 1992 when plans to close the plant were announced. 4. VALUATION OF SECURITIES On January 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, (SFAS 115) which requires fair value accounting for investments in equity securities with a readily determinable market value and all investments in debt securities except those that the reporting enterprise has the positive intent and ability to hold to maturity. Debt securities not classified as held-to-maturity, shall be classified as trading or available-for-sale. Investments held in trust for decommissioning the nuclear facilities and for disposal of spent nuclear fuel were classified as available-for-sale under SFAS 115. SFAS 115 requires that unrealized gains and losses on investments classified as available-for-sale should be a separate component of shareholder's equity. However, due to the rate-making process, SFAS 115 adjustments for unrealized gains and losses to the carrying value of investments held in the trusts will result in corresponding adjustments to the nuclear decommissioning liability and the regulatory asset for future recovery of spent nuclear fuel disposal costs. The cumulative effect of adopting SFAS 115 on January 1, 1994 resulted in an increase in the decommissioning and spent nuclear fuel trust fund assets of $20.4 million comprised of an unrealized holding gain of $21.4 million and an unrealized holding loss of $1 million, with no effect on net income and/or shareholder's equity. As required by SFAS 115, prior year amounts were not restated. The trust investments reported in other property and investments had a fair value of $321 million at January 1, 1994 and consist primarily of long-term tax-exempt municipal bonds. At January 1, 1994, the maturities of investments in debt securities range from 1994 to 2024. 5. CONTINGENCIES The Company continues to be involved in certain matters discussed in its 1993 Annual Report. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 1994 vs. FIRST QUARTER 1993 RESULTS OF OPERATIONS Net income increased 58% or $16.4 million as a result of increased retail sales due to colder winter weather, a retail rate increase, certain nonoperating federal income tax items and interest savings from a refinancing program. Operating revenues increased $35 million reflecting increased weather related retail energy demand and a rate increase in the Indiana retail jurisdiction effective November 1993. Sales to weather sensitive residential and commercial customers increased 6% and 5%, respectively, as customers demanded energy to meet the heating requirements of the cold weather in 1994. Industrial energy sales also rose 7% as a result of customer growth and increased usage reflecting improved economic conditions. A decline in wholesale sales partially offset the retail revenue increase as outages at both units of the Company's nuclear plant reduced the amount of energy supplied to the AEP System Power Pool (Power Pool). The decreased sales to the Power Pool were offset in part by increased sales to unaffiliated utilities which experienced severe weather. Other income statement line items which changed significantly were: Increase (Decrease) (in millions) % Fuel Expense. . . . . . . . . . . . . . . . . $(5.4) (9) Purchased Power Expense . . . . . . . . . . . 19.5 77 Other Operation Expense . . . . . . . . . . . 11.1 18 Federal Income Taxes. . . . . . . . . . . . . 4.7 64 Nonoperating Income (Loss). . . . . . . . . . 7.4 N.M. Interest Charges. . . . . . . . . . . . . . . (3.5) (16) N.M. = Not Meaningful Fuel expense declined as generation decreased due to a scheduled refueling outage at one of the nuclear units and an unscheduled maintenance outage at the other unit in 1994. The unit that was out of service for unscheduled maintenance returned to service in April 1994. The unit being refueled is scheduled to return to service in May. Purchased power expense increased as additional power was obtained from the AEP System Power Pool in 1994 to meet the increased demand for energy and to replace the decrease in generation. Energy purchased from unaffiliated utilities for immediate pass-through sales to other unaffiliated utilities to meet their weather related increased demand for energy also contributed to the increase in purchased power expense. Other operation expense increased due to the recordation of loss provisions for disposal of inventories and employee severance benefits resulting from the closing of the Breed Plant and additional nuclear decommissioning expense commensurate with increased rate recovery. Federal income taxes attributable to operations increased primarily due to increased pre-tax operating income. Nonoperating income increased reflecting favorable tax effects related to the Breed Plant closing and the recordation in January 1993 of the negative effect of adopting Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, for nonutility assets and liabilities. Interest charges were reduced significantly due to a refinancing program. Subsequent to March 1993 the Company retired $192 million of long-term debt, and refinanced at lower rates $200 million of long-term debt and $97 million of installment purchase contracts. BREED PLANT RETIREMENT In the first quarter of 1994 the 325-megawatt Breed Plant, with an original cost of $153 million, was retired without materially affecting results of operations or financial condition. The Breed Plant, which began commercial operations in 1960, had been operated on a restricted basis since 1992 when plans to close the plant were announced. FINANCIAL CONDITION Total plant and property additions including capital leases for the current period were $62.9 million. During the first three months of 1994 short-term debt outstanding increased $16.65 million from year-end levels. During February 1994 the Company redeemed $35 million of 7.76% Cumulative Preferred Stock and issued $35 million of 6.30% Cumulative Preferred Stock. In March the Company retired $100 million of 8-3/4% First Mortgage Bonds and issued two $25 million series of First Mortgage Bonds at 6.55% due in 2004 and 7.50% due in 2024, respectively. NEW ACCOUNTING STANDARD On January 1, 1994 the Company adopted SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, which requires the use of fair value accounting for the nuclear decommissioning and spent nuclear fuel disposal trust fund investments. The cumulative effect of adopting SFAS 115 resulted in the recording of an unrealized holding gain of $21.4 million and an unrealized holding loss of $1 million with no effect on net income. SFAS 115 requires that unrealized gains and losses on investments classified as available-for-sale should be included as a separate component of shareholder's equity. However, due to the rate-making process, adjustments to the fair value of the investments held in the trusts will result in corresponding adjustments to the nuclear decommissioning liability and the regulatory asset for future recovery of spent nuclear fuel disposal costs. Note 4 of the Notes to Consolidated Financial Statements describes the details of implementing this new accounting standard. KENTUCKY POWER COMPANY STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . $86,457 $80,175 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . 20,189 19,550 Purchased Power. . . . . . . . . . . . . . . . . . . . . 24,247 22,630 Other Operation. . . . . . . . . . . . . . . . . . . . . 9,011 8,892 Maintenance. . . . . . . . . . . . . . . . . . . . . . . 9,817 6,420 Depreciation and Amortization. . . . . . . . . . . . . . 5,715 5,521 Taxes Other Than Federal Income Taxes. . . . . . . . . . 2,405 2,682 Federal Income Taxes . . . . . . . . . . . . . . . . . . 2,093 1,820 TOTAL OPERATING EXPENSES . . . . . . . . . . . . 73,477 67,515 OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . 12,980 12,660 NONOPERATING LOSS. . . . . . . . . . . . . . . . . . . . . (35) (52) INCOME BEFORE INTEREST CHARGES . . . . . . . . . . . . . . 12,945 12,608 INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . 5,142 5,347 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . $ 7,803 $ 7,261 STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . $85,296 $89,957 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . 7,803 7,261 CASH DIVIDENDS DECLARED. . . . . . . . . . . . . . . . . . 5,349 5,479 BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . $87,750 $91,739 The common stock of the Company is wholly owned by American Electric Power Company, Inc. See Notes to Financial Statements. /TABLE KENTUCKY POWER COMPANY BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $211,255 $211,617 Transmission . . . . . . . . . . . . . . . . . . . . 252,389 249,966 Distribution . . . . . . . . . . . . . . . . . . . . 279,420 281,834 General. . . . . . . . . . . . . . . . . . . . . . . 54,424 54,637 Construction Work in Progress. . . . . . . . . . . . 15,120 9,374 Total Electric Utility Plant . . . . . . . . 812,608 807,428 Accumulated Depreciation and Amortization. . . . . . 253,033 248,673 NET ELECTRIC UTILITY PLANT . . . . . . . . . 559,575 558,755 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 6,314 6,763 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 804 858 Accounts Receivable (net). . . . . . . . . . . . . . 27,305 24,138 Fuel . . . . . . . . . . . . . . . . . . . . . . . . 5,964 8,405 Materials and Supplies . . . . . . . . . . . . . . . 9,062 8,804 Accrued Utility Revenues . . . . . . . . . . . . . . 5,686 10,476 Prepayments. . . . . . . . . . . . . . . . . . . . . 1,120 1,367 TOTAL CURRENT ASSETS . . . . . . . . . . . . 49,941 54,048 REGULATORY ASSETS: Amounts Due From Customers For Future Federal Income Taxes . . . . . . . . . . . . . . . 39,592 37,910 Other. . . . . . . . . . . . . . . . . . . . . . . . 14,166 12,903 TOTAL REGULATORY ASSETS. . . . . . . . . . . 53,758 50,813 TOTAL. . . . . . . . . . . . . . . . . . . $669,588 $670,379 See Notes to Financial Statements. KENTUCKY POWER COMPANY BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (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. . . . . . . . . . . . . . . . . . . 58,750 58,750 Retained Earnings. . . . . . . . . . . . . . . . . . 87,750 85,296 Total Common Shareowner's Equity . . . . . . 196,950 194,496 Long-term Debt . . . . . . . . . . . . . . . . . . . 253,517 253,495 TOTAL CAPITALIZATION . . . . . . . . . . . . 450,467 447,991 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 10,079 7,678 CURRENT LIABILITIES: Short-term Debt. . . . . . . . . . . . . . . . . . . 29,400 38,150 Accounts Payable . . . . . . . . . . . . . . . . . . 16,161 18,456 Customer Deposits. . . . . . . . . . . . . . . . . . 4,508 4,621 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 10,290 6,767 Interest Accrued . . . . . . . . . . . . . . . . . . 5,396 5,905 Other. . . . . . . . . . . . . . . . . . . . . . . . 9,545 8,186 TOTAL CURRENT LIABILITIES. . . . . . . . . . 75,300 82,085 DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . . . . 110,097 108,966 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 16,209 16,454 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 7,436 7,205 CONTINGENCIES (Note 2) TOTAL. . . . . . . . . . . . . . . . . . . $669,588 $670,379 See Notes to Financial Statements. KENTUCKY POWER COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 7,803 $ 7,261 Adjustments for Noncash Items: Depreciation and Amortization. . . . . . . . . . . . . . 5,732 5,542 Deferred Federal Income Taxes. . . . . . . . . . . . . . (551) (1,098) Deferred Investment Tax Credits. . . . . . . . . . . . . (317) (321) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . (3,167) (1,046) Fuel, Materials and Supplies . . . . . . . . . . . . . . 2,183 1,803 Accrued Utility Revenues . . . . . . . . . . . . . . . . 4,790 2,048 Accounts Payable . . . . . . . . . . . . . . . . . . . . (2,295) (1,947) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . 3,523 2,374 Other (net). . . . . . . . . . . . . . . . . . . . . . . . 2,748 4,116 Net Cash Flows From Operating Activities . . . . . . 20,449 18,732 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . (7,119) (7,747) Proceeds from Sales of Property. . . . . . . . . . . . . . 715 155 Net Cash Flows Used For Investing Activities . . . . (6,404) (7,592) FINANCING ACTIVITIES: Change in Short-term Debt (net). . . . . . . . . . . . . . (8,750) (5,775) Dividends Paid . . . . . . . . . . . . . . . . . . . . . . (5,349) (5,479) Net Cash Flows Used For Financing Activities . . . . (14,099) (11,254) Net Decrease in Cash and Cash Equivalents. . . . . . . . . . (54) (114) Cash and Cash Equivalents at Beginning of Period . . . . . . 858 1,070 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 804 $ 956 Supplemental Disclosure: Cash paid (received) for interest net of capitalized amounts was $5,596,000 and $4,120,000 and for income taxes was $(781,000) and $1,121,000 in 1994 and 1993, respectively. See Notes to Financial Statements. KENTUCKY POWER COMPANY NOTES TO FINANCIAL STATEMENTS MARCH 31, 1994 (UNAUDITED) 1. GENERAL The accompanying unaudited financial statements should be read in conjunction with the 1993 Annual Report as incorporated in and filed with the Form 10-K. 2. CONTINGENCIES The Company continues to be involved in certain matters discussed in its 1993 Annual Report. KENTUCKY POWER COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS FIRST QUARTER 1994 vs. FIRST QUARTER 1993 Net income increased 7.5% or $0.5 million reflecting improved energy sales due to severe winter weather, and decreased interest expense due to debt refinancings at lower interest rates. The favorable earnings impact of the cold weather in 1994 was partially offset by storm damage expenses. Other income statement line items which changed significantly were: Increase (Decrease) (in millions) % Operating Revenues. . . . . . . . . . . . . . . . . . $6.3 7.8 Fuel Expense. . . . . . . . . . . . . . . . . . . . . 0.6 3.3 Purchased Power Expense . . . . . . . . . . . . . . . 1.6 7.1 Maintenance Expense . . . . . . . . . . . . . . . . . 3.4 52.9 Taxes Other Than Federal Income Taxes . . . . . . . . (0.3) (10.3) Federal Income Taxes. . . . . . . . . . . . . . . . . 0.3 15.0 The increase in operating revenues was due to the cold weather in 1994. Retail energy sales increased 4.6% as sales to weather sensitive retail and commercial customers increased. Wholesale energy sales rose 4.7% due to increased sales to unaffiliated utilities by the AEP System Power Pool reflecting the effect of the severe winter on energy demand and forced outages at unaffiliated generating units. Fuel expense increased reflecting a 5% rise in net generation in response to the higher energy demand. The increase in purchased power expense resulted from increased energy purchases from unaffiliated utilities for immediate pass-through sales to other unaffiliated utilities. These increased pass- through sales were also generated by the weather. Maintenance expense increased due to storm damage to distribution lines caused by the severe winter storms in January and February 1994. An accrual adjustment in 1993 of state income taxes as a result of an audit caused the decrease in taxes other than federal income taxes. The increase in federal income tax expense attributable to operations was primarily due to an increase in pre-tax operating income. OHIO POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . . . . $487,041 $430,158 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,629 162,101 Purchased Power. . . . . . . . . . . . . . . . . . . . . . . . 20,510 15,225 Other Operation. . . . . . . . . . . . . . . . . . . . . . . . 49,903 53,367 Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . 36,145 35,239 Depreciation and Amortization. . . . . . . . . . . . . . . . . 32,730 31,948 Taxes Other Than Federal Income Taxes. . . . . . . . . . . . . 44,492 43,657 Federal Income Taxes . . . . . . . . . . . . . . . . . . . . . 27,772 19,656 TOTAL OPERATING EXPENSES . . . . . . . . . . . . . . . 412,181 361,193 OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . 74,860 68,965 NONOPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . . 1,641 8,261 INCOME BEFORE INTEREST CHARGES . . . . . . . . . . . . . . . . . 76,501 77,226 INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . . . . 22,266 27,939 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,235 49,287 PREFERRED STOCK DIVIDEND REQUIREMENTS. . . . . . . . . . . . . . 3,825 4,279 EARNINGS APPLICABLE TO COMMON STOCK. . . . . . . . . . . . . . . $ 50,410 $ 45,008 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . $474,500 $445,955 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,235 49,287 DEDUCTIONS: Cash Dividends Declared: Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 34,617 33,822 Cumulative Preferred Stock . . . . . . . . . . . . . . . . . 3,825 4,279 Capital Stock Expense. . . . . . . . . . . . . . . . . . . . . 34 - BALANCE AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . $490,259 $457,141 The common stock of the Company is wholly owned by American Electric Power Company, Inc. See Notes to Consolidated Financial Statements. /TABLE OHIO POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $2,417,872 $2,412,973 Transmission . . . . . . . . . . . . . . . . . . . . 768,043 767,548 Distribution . . . . . . . . . . . . . . . . . . . . 762,195 766,639 General (including mining assets). . . . . . . . . . 772,789 754,347 Construction Work in Progress. . . . . . . . . . . . 116,285 100,820 Total Electric Utility Plant . . . . . . . . 4,837,184 4,802,327 Accumulated Depreciation and Amortization. . . . . . 2,017,622 1,992,082 NET ELECTRIC UTILITY PLANT . . . . . . . . . 2,819,562 2,810,245 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 120,238 138,224 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 42,041 20,803 Accounts Receivable. . . . . . . . . . . . . . . . . 213,963 180,135 Allowance for Uncollectible Accounts . . . . . . . . (1,233) (960) Fuel . . . . . . . . . . . . . . . . . . . . . . . . 116,390 179,554 Materials and Supplies . . . . . . . . . . . . . . . 65,614 66,791 Accrued Utility Revenues . . . . . . . . . . . . . . 24,600 32,234 Prepayments. . . . . . . . . . . . . . . . . . . . . 61,294 43,907 TOTAL CURRENT ASSETS . . . . . . . . . . . . 522,669 522,464 REGULATORY ASSETS: Amounts Due From Customers For Future Federal Income Taxes . . . . . . . . . . . . . . . 427,662 433,822 Other. . . . . . . . . . . . . . . . . . . . . . . . 227,908 211,550 TOTAL REGULATORY ASSETS. . . . . . . . . . . 655,570 645,372 TOTAL. . . . . . . . . . . . . . . . . . . $4,118,039 $4,116,305 See Notes to Consolidated Financial Statements. OHIO POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 1994 1993 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - No Par Value: Authorized - 40,000,000 Shares Outstanding - 27,952,473 Shares. . . . . . . . . . $ 321,201 $ 321,201 Paid-in Capital. . . . . . . . . . . . . . . . . . . 463,100 463,100 Retained Earnings. . . . . . . . . . . . . . . . . . 490,259 474,500 Total Common Shareowner's Equity . . . . . . 1,274,560 1,258,801 Cumulative Preferred Stock: Not Subject to Mandatory Redemption. . . . . . . . 126,240 126,240 Subject to Mandatory Redemption. . . . . . . . . . 115,000 115,000 Long-term Debt . . . . . . . . . . . . . . . . . . . 1,189,071 1,189,086 TOTAL CAPITALIZATION . . . . . . . . . . . . 2,704,871 2,689,127 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 122,390 104,172 CURRENT LIABILITIES: Long-term Debt Due Within One Year . . . . . . . . . 397 5,397 Short-term Debt. . . . . . . . . . . . . . . . . . . 13,288 40,250 Accounts Payable . . . . . . . . . . . . . . . . . . 101,718 140,089 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 167,295 168,095 Interest Accrued . . . . . . . . . . . . . . . . . . 29,848 20,862 Obligations Under Capital Leases . . . . . . . . . . 24,176 21,916 Other. . . . . . . . . . . . . . . . . . . . . . . . 117,227 107,592 TOTAL CURRENT LIABILITIES. . . . . . . . . . 453,949 504,201 DEFERRED FEDERAL INCOME TAXES. . . . . . . . . . . . . 708,620 725,283 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 45,021 45,795 REGULATORY LIABILITIES AND DEFERRED CREDITS. . . . . . 83,188 47,727 CONTINGENCIES (Note 4) TOTAL. . . . . . . . . . . . . . . . . . . $4,118,039 $4,116,305 See Notes to Consolidated Financial Statements. OHIO POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 54,235 $ 49,287 Adjustments for Noncash Items: Depreciation, Depletion and Amortization . . . . . . . . 35,975 36,560 Deferred Federal Income Taxes. . . . . . . . . . . . . . (10,526) (7,809) Deferred Investment Tax Credits. . . . . . . . . . . . . (940) (998) Deferred Fuel Costs (net). . . . . . . . . . . . . . . . (3,186) (3,914) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . (33,555) (14,412) Fuel, Materials and Supplies . . . . . . . . . . . . . . 64,341 5,930 Accrued Utility Revenues . . . . . . . . . . . . . . . . 7,634 6,296 Prepayments. . . . . . . . . . . . . . . . . . . . . . . (17,387) (17,636) Accounts Payable . . . . . . . . . . . . . . . . . . . . (38,371) (25,010) Interest Accrued . . . . . . . . . . . . . . . . . . . . 8,986 9,937 Other (net). . . . . . . . . . . . . . . . . . . . . . . . 16,715 34,693 Net Cash Flows From Operating Activities . . . . . . 83,921 72,924 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . (27,575) (19,979) Proceeds from Sale of Property and Other . . . . . . . . . 35,395 535 Net Cash Flows From (Used For) Investing Activities. 7,820 (19,444) FINANCING ACTIVITIES: Issuance of Long-term Debt . . . . . . . . . . . . . . . . 45,000 104,316 Change in Short-term Debt (net). . . . . . . . . . . . . . (26,962) - Retirement of Long-term Debt . . . . . . . . . . . . . . . (50,099) (40,099) Dividends Paid on Common Stock . . . . . . . . . . . . . . (34,617) (33,822) Dividends Paid on Cumulative Preferred Stock . . . . . . . (3,825) (4,279) Net Cash Flows From (Used For) Financing Activities. (70,503) 26,116 Net Increase in Cash and Cash Equivalents. . . . . . . . . . 21,238 79,596 Cash and Cash Equivalents at Beginning of Period . . . . . . 20,803 71,056 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 42,041 $150,652 Supplemental Disclosure: Cash paid (received) for interest net of capitalized amounts was $12,608,000 and $17,647,000 and for income taxes was $3,199,000 and $(3,563,000) in 1994 and 1993, respectively. Noncash acquisitions under capital leases were $14,048,000 and $3,415,000 in 1994 and 1993, respectively. See Notes to Consolidated Financial Statements. OHIO POWER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1994 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial statements should be read in conjunction with the 1993 Annual Report as incorporated in and filed with the Form 10-K. 2. RECOVERY OF FUEL COSTS The municipal wholesale customers filed a complaint in November 1992 with the Securities and Exchange Commission (SEC) requesting an investigation of the July 1992 Martinka mining operations sale and an investigation into the pricing of affiliated coal purchases back to 1986. If actions of the SEC result in the Company being unable to recover a significant portion of the cost of affiliated coal, it would have a material adverse impact on results of operations and financial condition. 3. FINANCING ACTIVITIES In January 1994 a coal mining subsidiary, Southern Ohio Coal Company (SOCCo), entered into three term loan agreements due January 2001 totaling $30 million with 6.20% fixed interest rates and one $15 million variable interest rate term loan agreement due in January 1999 with a 3.725% initial rate through July 1994. The proceeds were used in January 1994 to pay at maturity two fixed interest rate term loans, $20 million at 8% and $25 million at 8.01%. Also during January 1994 another coal mining subsidiary, Windsor Coal Company, retired at maturity a $5 million term loan with an interest rate of 8%. 4. CONTINGENCIES Clean Air The installation of the flue gas desulfurization system (scrubbers) at the Gavin Plant for compliance with the Clean Air Act Amendments of 1990 (CAAA) is expected to be completed at substantial cost savings and earlier than planned. Based on project performance through March 31, 1994, the final cost of the scrubbers is expected to be about 15% below the $815 million recoverable cost limit authorized in the stipulation agreement between the Company, the Public Utilities Commission of Ohio (PUCO) staff and the Ohio Consumers' Counsel. The scrubber in-service dates are now projected to be December 1994 and March 1995 for Gavin Units 1 and 2, respectively. On March 30, 1994, the Ohio Supreme Court upheld, on appeal, the PUCO approved CAAA compliance plan and related stipulation agreement. The compliance plan and stipulation agreement are discussed in Note 3 in the 1993 Annual Report. Meigs Mine Litigation On April 8, 1994 the U.S. Court of Appeals for the Sixth Circuit reversed the judgement of the U.S. District Court for the Southern District of Ohio which had granted a preliminary injunction to SOCCo, a mining subsidiary, preventing the United States Environmental Protection Agency (Federal EPA) and the Federal Office of Surface Mining, Reclamation and Enforcement from interfering with the removal of water from Meigs 31 mine. The Court of Appeals remanded the case to the District Court with instructions to dismiss it for lack of jurisdiction. On April 22, 1994 SOCCo filed a request for rehearing with the U.S. Sixth Circuit. The resolution of this litigation is not expected to have a material adverse impact on results of operations or financial condition. Note 3 in the 1993 Annual Report discusses the background of this litigation in detail. Superfund Site The Company was named as a third party defendant in a cost recovery action involving a superfund site. There are approximately two dozen parties involved in the litigation, about half of which have active industrial operations located at the site. The Company and other parties are alleged to have sent equipment containing PCBs to the site. PCBs have been identified as one of the chemicals at the site warranting remediation. The cost to date of site investigation and negotiations with Federal EPA is approximately $20 million. Parties to the suit have hired an independent arbitrator to apportion costs of the investigation phase. The Company has provisionally paid 1.25% of the investigation/negotiation costs. The Company's percentage share may be adjusted upward or downward depending on the outcome of the voluntary arbitration process. A cost allocation report is due in October 1994. Site remediation is presently estimated to be $40 million, although Federal EPA's 1986 Record of Decision initially proposed a remedy which would cost in excess of $60 million. The Company's ultimate share of the total cost cannot be estimated until the final responsibility of each party is established. If significant costs are incurred, results of operations would be adversely affected unless the costs can be recovered through insurance proceeds and/or the ratemaking process. The Company continues to be involved in certain other matters discussed in the 1993 Annual Report. OHIO POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 1994 vs. FIRST QUARTER 1993 RESULTS OF OPERATIONS Net income increased 10% or $4.9 million primarily as a result of a 14% increase in energy sales due to severe winter weather and a $5.7 million decline in interest charges resulting from a debt refinancing program to refinance existing debt at lower interest rates partly offset by the favorable effect on 1993's net income of adopting SFAS 109, Accounting for Income Taxes. Other income statement lines which changed significantly were: Increase (Decrease) (in millions) % Operating Revenues. . . . . . . . . . . . . . . $56.9 13 Fuel Expense. . . . . . . . . . . . . . . . . . 38.5 24 Purchased Power Expense . . . . . . . . . . . . 5.3 35 Other Operation Expense . . . . . . . . . . . . (3.5) (6) Federal Income Taxes. . . . . . . . . . . . . . 8.1 41 Nonoperating Income . . . . . . . . . . . . . . (6.6) (80) The significant increase in operating revenues was primarily due to cold weather significantly increasing retail energy requirements for heating. The Company set a new all-time internal peak demand for energy as a result of below zero temperatures in the service territory. Retail revenues rose 7% mainly due to the increased energy sales to residential, commercial and industrial customers of 9%, 5% and 2%, respectively. Wholesale energy sales volume increased 34% primarily due to increased sales to un-affiliated utilities by the AEP System Power Pool (Power Pool) also resulting from the severe winter and forced outages at unaffiliated generating units. The Company also supplied a larger share of the Power Pool's energy requirements during the current period, primarily due to outages of an affiliate's two nuclear generating units for maintenance and refueling. Fuel expense rose due to increased generation reflecting the weather related increase in demand for energy from all customer classes and an increased average cost of fuel consumed. The increase in purchased power expense resulted mainly from increased energy purchases from unaffiliated utilities for immediate pass-through sales to other unaffiliated utilities to also meet the weather related demand for energy. Other operation expense decreased primarily due to a reduction of the amortization of the Company's pressurized fluidized bed combustion demonstration plant cost, which is described in Note 2 in the 1993 Annual Report. The increase in federal income tax expense attributable to operations was primarily due to an increase in pre-tax operating income. Nonoperating income declined in 1994 mainly due to the effects of adopting SFAS 109 on a prospective basis in January 1993 and the recordation of interest income in 1993 on tax refunds received from the Internal Revenue Service in connection with the settlement of audits of prior years' tax returns. FINANCIAL CONDITION Total plant and property additions including capital leases for the current period were $42 million. In January 1994 a coal mining subsidiary, Southern Ohio Coal Company (SOCCo), entered into three term loan agreements due January 2001 totaling $30 million with 6.20% fixed interest rates and one $15 million variable interest rate term loan agreement due in January 1999 with a 3.725% initial rate through July 1994. The proceeds were used in January 1994 to pay at maturity two fixed interest rate term loans, $20 million at 8% and $25 million at 8.01%. Also during January 1994 another mining subsidiary, Windsor Coal Company, retired at maturity a $5 million term loan with an interest rate of 8%. CLEAN AIR Substantial cost savings and earlier completion dates are forecast for installation of the flue gas desulfurization system (scrubbers) at the Gavin Plant to comply with the Clean Air Act Amendments of 1990 (CAAA). Based on favorable performance through March 31, 1994, scrubber in-service dates are now projected to be December 1994 and March 1995 for Gavin Units 1 and 2, respectively. These target dates are more than eight months earlier than initially scheduled. The final cost of the scrubbers is expected to be about 15% below the $815 million recoverable cost limit authorized in the stipulation agreement between the Company, the Public Utilities Commission of Ohio (PUCO) staff and the Ohio Consumers' Counsel. The earlier completion dates and the lower estimated cost to complete further enhance the economics of the PUCO approved decision to build scrubbers at Gavin. On March 30, 1994, the Ohio Supreme Court upheld, on appeal, the PUCO approved CAAA compliance plan and related stipulation agreement. The compliance plan and stipulation agreement are discussed in Note 3 in the 1993 Annual Report. MEIGS MINE LITIGATION On April 8, 1994 the U.S. Court of Appeals for the Sixth Circuit reversed the judgement of the U.S. District Court for the Southern District of Ohio which had granted a preliminary injunction to SOCCo, preventing the United States Environmental Protection Agency (Federal EPA) and the Federal Office of Surface Mining, Reclamation and Enforcement from interfering with the removal of water from Meigs 31 mine. The Court of Appeals remanded the case to the District Court with instructions to dismiss it for lack of jurisdiction. On April 22, 1994 SOCCo filed a request for rehearing with the U.S. Sixth Circuit. The resolution of this litigation is not expected to have a material adverse impact on results of operations or financial condition. Note 3 in the 1993 Annual Report discusses this litigation in detail. RECOVERY OF FUEL COSTS The municipal wholesale customers filed a complaint in November 1992 with the Securities and Exchange Commission (SEC) requesting an investigation of the July 1992 Martinka mining operations sale and an investigation into the pricing of affiliated coal purchases back to 1986. If actions of the SEC result in the Company being unable to recover a significant portion of the cost of affiliated coal, it would have a material adverse impact on results of operations and financial condition. SUPERFUND SITE The Company was named as a third party defendant in a cost recovery action involving a superfund site. There are approximately two dozen parties involved in the litigation, about half of which have active industrial operations located at the site. The Company and other parties are alleged to have sent equipment containing PCBs to the site. PCBs have been identified as one of the chemicals at the site warranting remediation. The cost to date of site investigation and negotiations with Federal EPA is approximately $20 million. Parties to the suit have hired an independent arbitrator to apportion costs of the investigation phase. The Company has provisionally paid 1.25% of the investigation/negotiation costs. The Company's percentage share may be adjusted upward or downward depending on the outcome of the voluntary arbitration process. A cost allocation report is due in October 1994. Site remediation is presently estimated to be $40 million, although Federal EPA's 1986 Record of Decision initially proposed a remedy which would cost in excess of $60 million. The Company's ultimate share of the total cost cannot be estimated until the final responsibility of each party is established. If significant costs are incurred, results of operations would be adversely affected unless the costs can be recovered through insurance proceeds and/or the ratemaking process. PART II. OTHER INFORMATION Item 1. Legal Proceedings. American Electric Power Company, Inc. ("AEP") and Ohio Power Company ("OPCo") Reference is made to pages 42 and 43 of the Annual Report on Form 10-K for the year ended December 31, 1993 ("1993 10-K") for a discussion of litigation with Ormet Corporation involving sulfur dioxide emission allowances. On May 2, 1994, AEP, OPCo and AEP Service Corporation and its two employee defendants filed a motion with the U.S. District Court seeking to dismiss the complaint filed by Ormet Corporation. On May 2, 1994, the U.S. Environmental Protection Agency ("Federal EPA") defendants also filed a motion to dismiss. Item 5. Other Information. Indiana Michigan Power Company ("I&M") Reference is made to page 8 of the 1993 10-K for a discussion of an experimental retail wheeling proposal in Michigan. On April 11, 1994, the Michigan Public Service Commission ("MPSC") approved an experimental five-year retail wheeling program and ordered Consumers Power Company and Detroit Edison Company, unaffiliated utilities, to make transmission services available to a group of industrial customers, to be limited to 60 megawatts and 90 megawatts, respectively, of retail delivery capacity. The MPSC remanded to the adminis- trative law judge the issue of determining appropriate rates and charges for retail delivery service. The experiment seeks, as its goal, to determine whether a retail wheeling program best serves the public interest in a manner that promotes retail competition in a non-discriminatory fashion. During the experiment, the MPSC will collect information regarding the effects of retail wheeling. AEP, AEP Generating Company ("AEGCo"), Appalachian Power Company ("APCo"), Columbus Southern Power Company ("CSPCo"), I&M, Kentucky Power Company ("KEPCo") and OPCo Reference is made to page 8 of the 1993 10-K for a discussion of the increasing competition in the electric utility industry and the transmission access provisions of the Energy Policy Act of 1992. On April 12, 1993, APCo, CSPCo, I&M, KEPCo and OPCo and two other AEP System companies filed a trans- mission tariff with the Federal Energy Regulatory Commission ("FERC") under which these AEP System companies would provide limited transmission service to any "eligible utility." The tariff covers the terms and conditions of the service, as well as the price which "eligible utilities" pay to wheel power on the AEP transmission system, regardless of the source of electric power generation. On September 3, 1993, the FERC issued an order accepting the transmission service tariff for filing, with the tariff becoming effective on September 7, 1993, subject to refund. On May 11, 1994, the FERC issued an order on rehearing. The FERC stated that an open access tariff should offer third parties access to the transmission system on the same or comparable basis, and under the same or comparable terms and conditions, as the transmis- sion provider's access to its system. As a result, the FERC has ordered a hearing to review the AEP transmission system in order to determine what services and prices should be included in the AEP tariff, particularly in comparison to those services and prices provided to the AEP System. APCo Reference is made to page 16 of the 1993 10-K for a discussion of an order requiring the AEP System to provide transmission service. On April 14, 1994, the Federal Energy Regulatory Commission denied the petition for rehearing filed by AEP System companies. CSPCo and OPCo Reference is made to pages 18 and 20 of the 1993 10-K for a discussion concerning the Ohio Energy Strategy Task Force. On April 15, 1994, the Task Force released its final report. The report contains seven broad implementa- tion strategies along with 53 specific initiatives to be undertaken by government and the private sector. One strategy recommends continuing to encourage competition in the electric utility industry in a manner which maximizes benefits and efficiencies for all customers. An initiative under this strategy recommends facilitating informal roundtable discussions on issues concerning competition in the electric utility industry and promoting increased competitive options for Ohio businesses that do not unduly harm the interests of utility company shareholders or ratepayers. AEP, AEGCo, APCo, CSPCo, I&M, KEPCo and OPCo Reference is made to page 28 of the 1993 10-K for a discussion of sulfur dioxide emission regulations issued by Federal EPA and a determination by Federal EPA that it had authority to defer action on acid rain compliance programs. Settlement of a portion of the pending appeal of the January 11, 1993 rulemaking relating to substitution and reduced utilization plans and the September 10, 1993 petition for review of Federal EPA's deferral of action on certain acid rain compliance programs has been reached among a group of utilities including APCo, CSPCo, I&M, KEPCo and OPCo, several environmental groups and Federal EPA. The settlement is subject to public notice and comment. Reference is made to page 29 of the 1993 10-K for a discussion of regula- tions governing nitrogen oxides emissions from Phase I units. On March 28, 1994, APCo, CSPCo, I&M, KEPCo, OPCo and a group of unaffiliated utilities filed a petition in the U.S. Court of Appeals for the District of Columbia Circuit seeking a review of the final nitrogen oxides emissions regulations signed by the Federal EPA Administrator on March 1, 1994 and published in the Federal Register on March 22, 1994. The National Coal Association has also filed a petition for review of these regulations. Reference is made to pages 31 and 32 of the 1993 10-K for a discussion of global climate change. AEP System companies have joined with nearly 800 investor-owned, municipal, rural electric cooperative and Federal utilities in a voluntary agreement signed with the U.S. Department of Energy ("DOE") on April 20, 1994 that is intended to lead to reductions in future greenhouse gas emissions through cost-effective actions. The actual steps the AEP System companies will take to reduce future emissions will not be known before late 1994 when it is anticipated that DOE will publish its rules governing the eligibility of actions for reporting under this voluntary program. The AEP System companies will not undertake actions that threaten their economic competitiveness, are incompatible with their Integrated Resource Plan, or are unacceptable to their regulators. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: AEP, AEGCo, APCo, CSPCo, I&M, KEPCo and OPCo None (b) Reports on Form 8-K: AEP, AEGCo, APCo, CSPCo, I&M, KEPCo and OPCo No reports on Form 8-K were filed during the quarter ended March 31, 1994. In the opinion of the companies, the financial statements contained herein reflect all adjustments (consisting of only normal recurring accruals) which are necessary to a fair presentation of the results of operations for the interim periods, except for the adjustments resulting from the adoption of SFAS 115 an American Electric Power Company, Inc. and Indiana Michigan Power Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. AMERICAN ELECTRIC POWER COMPANY, INC. G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Treasurer AEP GENERATING COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Treasurer APPALACHIAN POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Treasurer COLUMBUS SOUTHERN POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Treasurer INDIANA MICHIGAN POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Treasurer KENTUCKY POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Treasurer OHIO POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Treasurer Date: May 12, 1994