THE CONSOLIDATED 10-Q FOR AMERICAN ELECTRIC POWER CO., INC, AND SUBSIDIARIES IS REQUESTED TO INCLUDED AS PART OF THE FILING. 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 June 30, 1996 [ ] 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 (An Ohio Corporation) 31-1033833 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 (540) 985-2300 1-2680 COLUMBUS SOUTHERN POWER COMPANY 31-4154203 (An Ohio Corporation) 215 North Front Street, Columbus, Ohio 43215 Telephone (614) 464-7700 1-3570 INDIANA MICHIGAN POWER COMPANY 35-0410455 (An Indiana Corporation) 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 (800) 572-1141 1-6543 OHIO POWER COMPANY (An Ohio Corporation) 31-4271000 301 Cleveland Avenue S.W., Canton, Ohio 44702 Telephone (330) 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 such reports), 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 July 31, 1996 was 187,435,000. /TABLE AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES FORM 10-Q For The Quarter Ended June 30, 1996 INDEX Page Part I. FINANCIAL INFORMATION American Electric Power Company, Inc. and Subsidiary Companies: Consolidated Statements of Income and Consolidated Statements of Retained Earnings . . . . . . . A-1 Consolidated Balance Sheets. . . . . . . . . . . . . . . . . A-2 - A-3 Consolidated Statements of Cash Flows. . . . . . . . . . . . A-4 Notes to Consolidated Financial Statements . . . . . . . . . A-5 - A-6 Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . . . . . . . . . A-7 - A-9 AEP Generating Company: Statements of Income and Statements of Retained Earnings . . B-1 Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . B-2 - B-3 Statements of Cash Flows . . . . . . . . . . . . . . . . . . B-4 Notes to Financial Statements. . . . . . . . . . . . . . . . B-5 Management's Narrative Analysis of Results of Operations . . B-6 - B-7 Appalachian Power Company and Subsidiaries: Consolidated Statements of Income and Consolidated Statements of Retained Earnings . . . . . . . C-1 Consolidated Balance Sheets. . . . . . . . . . . . . . . . . C-2 - C-3 Consolidated Statements of Cash Flows. . . . . . . . . . . . C-4 Notes to Consolidated Financial Statements . . . . . . . . . C-5 - C-6 Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . . . . . . . . . C-7 - C-9 Columbus Southern Power Company and Subsidiaries: Consolidated Statements of Income and Consolidated Statements of Retained Earnings . . . . . . . D-1 Consolidated Balance Sheets. . . . . . . . . . . . . . . . . D-2 - D-3 Consolidated Statements of Cash Flows. . . . . . . . . . . . D-4 Notes to Consolidated Financial Statements . . . . . . . . . D-5 Management's Narrative Analysis of Results of Operations . . D-6 - D-7 Indiana Michigan Power Company and Subsidiaries: Consolidated Statements of Income and Consolidated Statements of Retained Earnings . . . . . . . E-1 Consolidated Balance Sheets. . . . . . . . . . . . . . . . . E-2 - E-3 Consolidated Statements of Cash Flows. . . . . . . . . . . . E-4 Notes to Consolidated Financial Statements . . . . . . . . . E-5 Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . . . . . . . . . E-6 - E-8 Kentucky Power Company: Statements of Income and Statements of Retained Earnings . . F-1 Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . F-2 - F-3 Statements of Cash Flows . . . . . . . . . . . . . . . . . . F-4 Notes to Financial Statements. . . . . . . . . . . . . . . . F-5 Management's Narrative Analysis of Results of Operations . . F-6 - F-7 AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES FORM 10-Q For The Quarter Ended June 30, 1996 INDEX Page Ohio Power Company and Subsidiaries: Consolidated Statements of Income and Consolidated Statements of Retained Earnings . . . . . . G-1 Consolidated Balance Sheets. . . . . . . . . . . . . . . . G-2 - G-3 Consolidated Statements of Cash Flows. . . . . . . . . . . G-4 Notes to Consolidated Financial Statements . . . . . . . . G-5 Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . . . . . . . . G-6 - G-8 Part II. OTHER INFORMATION Item 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1 Item 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1 - II-3 Item 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3 - II-4 Item 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5 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 contained 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 Six Months Ended June 30, June 30, 1996 1995 1996 1995 OPERATING REVENUES . . . . . . . . . .$1,400,941 $1,305,342 $2,918,722 $2,721,511 OPERATING EXPENSES: Fuel and Purchased Power . . . . . . 404,914 357,055 845,891 769,042 Other Operation. . . . . . . . . . . 300,723 289,865 604,431 551,817 Maintenance. . . . . . . . . . . . . 139,043 131,388 244,466 261,996 Depreciation and Amortization. . . . 149,414 147,243 298,528 294,420 Taxes Other Than Federal Income Taxes. . . . . . . . . . . . 120,990 116,757 248,616 246,230 Federal Income Taxes . . . . . . . . 65,232 51,750 164,043 129,166 TOTAL OPERATING EXPENSES . . 1,180,316 1,094,058 2,405,975 2,252,671 OPERATING INCOME . . . . . . . . . . . 220,625 211,284 512,747 468,840 NONOPERATING INCOME (LOSS) . . . . . . 1,030 83 (97) 4,881 INCOME BEFORE INTEREST CHARGES AND PREFERRED DIVIDENDS . . . . . . . . . 221,655 211,367 512,650 473,721 INTEREST CHARGES . . . . . . . . . . . 98,363 100,782 198,388 201,256 PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES . . . . . . . . . . . 10,626 14,107 21,584 28,137 NET INCOME . . . . . . . . . . . . . .$ 112,666 $ 96,478 $ 292,678 $ 244,328 AVERAGE NUMBER OF SHARES OUTSTANDING . 187,104 185,671 186,913 185,494 EARNINGS PER SHARE . . . . . . . . . . $0.60 $0.52 $1.57 $1.32 CASH DIVIDENDS PAID PER SHARE. . . . . $0.60 $0.60 $1.20 $1.20 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . .$1,477,852 $1,362,170 $1,409,645 $1,325,581 NET INCOME . . . . . . . . . . . . . . 112,666 96,478 292,678 244,328 DEDUCTIONS: Cash Dividends Declared. . . . . . . 112,205 111,352 224,188 222,495 Other. . . . . . . . . . . . . . . . 120 36 (58) 154 BALANCE AT END OF PERIOD . . . . . . .$1,478,193 $1,347,260 $1,478,193 $1,347,260 See Notes to Consolidated Financial Statements. /TABLE AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . . $ 9,266,447 $ 9,238,843 Transmission . . . . . . . . . . . . . . . . . . . . . 3,341,340 3,316,664 Distribution . . . . . . . . . . . . . . . . . . . . . 4,274,741 4,184,251 General (including mining assets and nuclear fuel) . . 1,495,849 1,442,086 Construction Work in Progress. . . . . . . . . . . . . 304,473 314,118 Total Electric Utility Plant . . . . . . . . . 18,682,850 18,495,962 Accumulated Depreciation and Amortization. . . . . . . 7,338,529 7,111,123 NET ELECTRIC UTILITY PLANT . . . . . . . . . . 11,344,321 11,384,839 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . . 857,200 825,781 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . . 110,414 79,955 Accounts Receivable (net). . . . . . . . . . . . . . . 544,950 492,283 Fuel . . . . . . . . . . . . . . . . . . . . . . . . . 272,925 271,933 Materials and Supplies . . . . . . . . . . . . . . . . 249,437 251,051 Accrued Utility Revenues . . . . . . . . . . . . . . . 171,650 207,919 Prepayments and Other. . . . . . . . . . . . . . . . . 143,619 98,717 TOTAL CURRENT ASSETS . . . . . . . . . . . . . 1,492,995 1,401,858 REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . . 1,917,335 1,979,446 DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . . 245,711 310,377 TOTAL. . . . . . . . . . . . . . . . . . . . $15,857,562 $15,902,301 See Notes to Consolidated Financial Statements. AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock-Par Value $6.50: 1996 1995 Shares Authorized . . . .300,000,000 300,000,000 Shares Issued . . . . . .196,434,992 195,634,992 (8,999,992 shares were held in treasury) . . . . . .$ 1,276,827 $ 1,271,627 Paid-in Capital. . . . . . . . . . . . . . . . . . . . 1,687,101 1,658,524 Retained Earnings. . . . . . . . . . . . . . . . . . . 1,478,193 1,409,645 Total Common Shareholders' Equity. . . . . . . 4,442,121 4,339,796 Cumulative Preferred Stocks of Subsidiaries: Not Subject to Mandatory Redemption. . . . . . . . . 118,240 148,240 Subject to Mandatory Redemption. . . . . . . . . . . 515,082 515,085 Long-term Debt . . . . . . . . . . . . . . . . . . . . 4,766,759 4,920,329 TOTAL CAPITALIZATION . . . . . . . . . . . . . 9,842,202 9,923,450 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . . 927,744 884,707 CURRENT LIABILITIES: Preferred Stock and Long-term Debt Due Within One Year 55,824 144,597 Short-term Debt. . . . . . . . . . . . . . . . . . . . 526,471 365,125 Accounts Payable . . . . . . . . . . . . . . . . . . . 177,719 220,142 Taxes Accrued. . . . . . . . . . . . . . . . . . . . . 370,524 420,192 Interest Accrued . . . . . . . . . . . . . . . . . . . 81,018 80,848 Obligations Under Capital Leases . . . . . . . . . . . 97,597 89,692 Other. . . . . . . . . . . . . . . . . . . . . . . . . 284,709 304,466 TOTAL CURRENT LIABILITIES. . . . . . . . . . . 1,593,862 1,625,062 DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . . 2,631,704 2,656,651 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . . 418,190 430,041 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2. . . . . . . . . . . . . . . . . 245,236 249,875 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . . 198,624 132,515 CONTINGENCIES (Note 3) TOTAL. . . . . . . . . . . . . . . . . . . .$15,857,562 $15,902,301 See Notes to Consolidated Financial Statements. AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . .$ 292,678 $ 244,328 Adjustments for Noncash Items: Depreciation and Amortization. . . . . . . . . . . . . . . 294,865 285,933 Deferred Federal Income Taxes. . . . . . . . . . . . . . . (9,048) 622 Deferred Investment Tax Credits. . . . . . . . . . . . . . (11,760) (11,903) Amortization of Deferred Property Taxes. . . . . . . . . . 74,709 72,657 Amortization of Operating Expenses and Carrying Charges (net). . . . . . . . . . . . . . . . . 18,183 35,448 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . . (52,667) (21,648) Fuel, Materials and Supplies . . . . . . . . . . . . . . . 622 (39,309) Accrued Utility Revenues . . . . . . . . . . . . . . . . . 36,269 12,185 Prepayments and Other Current Assets . . . . . . . . . . . (44,902) (51,879) Accounts Payable . . . . . . . . . . . . . . . . . . . . . (42,423) (86,474) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . . (49,668) (97,782) Revenue Refunds Accrued. . . . . . . . . . . . . . . . . . 26,812 - Other (net). . . . . . . . . . . . . . . . . . . . . . . . . 20,615 (8,534) Net Cash Flows From Operating Activities . . . . . . . 554,285 333,644 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . . (215,227) (280,956) Proceeds from Sale of Property and Other . . . . . . . . . . 6,670 10,551 Net Cash Flows Used For Investing Activities . . . . . (208,557) (270,405) FINANCING ACTIVITIES: Issuance of Common Stock . . . . . . . . . . . . . . . . . . 33,121 23,371 Issuance of Long-term Debt . . . . . . . . . . . . . . . . . 309,404 264,415 Change in Short-term Debt (net). . . . . . . . . . . . . . . 161,346 113,890 Retirement of Cumulative Preferred Stock . . . . . . . . . . (38,057) - Retirement of Long-term Debt . . . . . . . . . . . . . . . . (556,895) (176,088) Dividends Paid on Common Stock . . . . . . . . . . . . . . . (224,188) (222,495) Net Cash Flows From (Used For) Financing Activities. . (315,269) 3,093 Net Increase in Cash and Cash Equivalents. . . . . . . . . . . 30,459 66,332 Cash and Cash Equivalents at Beginning of Period . . . . . . . 79,955 62,866 Cash and Cash Equivalents at End of Period . . . . . . . . . .$ 110,414 $ 129,198 Supplemental Disclosure: Cash paid for interest net of capitalized amounts was $191,603,000 and $197,982,000 and for income taxes was $138,641,000 and $151,158,000 in 1996 and 1995, respectively. Noncash acquisitions under capital leases were $83,502,000 and $49,813,000 in 1996 and 1995, respectively. See Notes to Consolidated Financial Statements. /TABLE AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial state-ments should be read in conjunction with the 1995 Annual Report as incorporated in and filed with the Form 10-K. Certain prior-period amounts have been reclassified to conform with current-period presentation. 2. FINANCING AND RELATED ACTIVITIES During the first six months of 1996, subsidiaries issued $310 million principal amount of long-term debt: two series of first mortgage bonds totaling $200 million at 6-3/8% and 6.8% due in 2001 and 2006, respectively; $40 million of junior subordinated deferrable interest debentures at 8% due in 2026; two 6.75% term loans totaling $20 million due 2001 and two term loans totaling $50 million at 6.42% and 6.57% due in 1999 and 2000, respectively. The proceeds were used during 1996 to redeem the outstanding shares of two series of $100 par value cumulative preferred stock: 75,000 shares at 9.5% and 300,000 shares at 7.08%; and to retire $551 million principal amount of long-term debt: $492 million of first mortgage bonds with interest rates ranging from 5% to 9-7/8% with due dates ranging from 1996 to 2022; $31 million of sinking fund debentures with interest rates ranging from 5-1/8% to 7-7/8% with due dates ranging from 1996 to 1999; and $28 million of term loans with interest rates ranging from 5.79% to 10.78% all at maturity. The redemption of three series of first mortgage bonds in 1996, a 7-7/8% series and a 7-1/2% series both due in 2002 and a 9-7/8% series due in 2020, reduced the restriction on subsidiaries use of retained earnings for the payment of cash dividends on their common stock from $230 million to $30 million. 3. CONTINGENCIES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and in 1996 as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides under certain conditions for the recovery of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. The Company continues to be involved in certain other matters discussed in the 1995 Annual Report. AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION SECOND QUARTER 1996 vs. SECOND QUARTER 1995 AND YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995 RESULTS OF OPERATIONS Net income increased 17% or $16.2 million in the comparative second quarter and 20% or $48.4 million in the comparative year-to-date period primarily due to an increase in energy sales in both periods as a result of growth in the number of customers, increased customer usage mainly due to weather, and increased weather-related wholesale sales to other utilities. Income statement items which changed significantly were: Increase (Decrease) Second Quarter Year-To-Date (in millions) % (in millions) % Operating Revenues . . . . . . $95.6 7 $197.2 7 Fuel and Purchased Power Expense. . . . . . . . 47.9 13 76.8 10 Other Operation Expense. . . . 10.9 4 52.6 10 Maintenance Expense. . . . . . 7.7 6 (17.5) (7) Federal Income Taxes . . . . . 13.5 26 34.9 27 Preferred Stock Dividend Requirements of Subsidiaries. (3.5) (25) (6.6) (23) Operating revenues increased in both periods as a result of increased energy sales to retail and wholesale customers and an increase in other service revenues. Retail energy sales increased 4% in the comparative second quarter period and 5% in the comparative year-to-date period reflecting increased energy sales in all major retail customer classes largely as a result of increased usage due to the weather and growth in the number of customers. Energy sales to wholesale customers were up 62% in the second quarter of 1996 and 53% in the year-to-date period largely as a result of weather. Higher transmission and other service revenues from wholesale customers contributed to the increased revenues in both comparative periods reflecting the increased demand. The increase in fuel and purchased power expense was mainly due to the increase in energy demand. Also contributing to the rise in fuel expense during both comparative periods was the increased use of higher cost coal-fired generation due to a reduction in the availability of low-cost nuclear generation resulting from a refueling outage at a nuclear unit in the second quarter of 1996. Other operation expense increased in the comparative second quarter reflecting an increase in the cost of pollution control emission allowances and increased rent expense. The increase in rent expense resulted from a favorable determination by the Indiana state tax department that resulted in the reversal in the second quarter of 1995 of a provision for state taxes applicable to the Rockport Plant Unit 2 operating lease. Also contributing to the rise in other operation expense during the first six months of this year were increased employee benefits expenses, rent and other operating costs of the recently installed Gavin Plant scrubbers and the amortization, commensurate with recovery in rates, of previously deferred Gavin scrubber expenses. Maintenance expense rose in the comparative second quarter mainly due to a 1996 maintenance outage at both of the Gavin units. In the year-to-date period, maintenance expense declined primarily due to the reversal in March 1996 of a loss contingency recorded in March 1995 for deferred Virginia retail incremental storm damage expenses, reductions in the number of employees performing maintenance on the Company's nuclear plant and lower payments for contract labor at the nuclear plant. The increase in both periods in federal income tax expense attributable to operations was due to an increase in pre-tax operating income and, in the comparative second quarter period, to changes in certain book/tax differences accounted for on a flow-through basis for ratemaking and financial reporting purposes. Preferred stock dividend requirements of the subsidiaries decreased in both comparative periods reflecting preferred stock redemptions in November 1995 and the first half of 1996. FINANCIAL CONDITION Total plant and property additions including capital leases for the first six months were $300 million. During the first six months of 1996 subsidiaries issued $310 million principal amount of long-term debt at interest rates ranging from 6-3/8% to 8%; retired $551 million principal amount of long-term debt with interest rates ranging from 5% to 10.78%; redeemed 375,000 shares of $100 par value cumulative preferred stock at 9.5% and 7.08% and increased short-term debt by $161 million. NEW FERC RULES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides under certain conditions for the recovery of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. AEP GENERATING COMPANY STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) OPERATING REVENUES . . . . . . . . . . . $55,313 $53,819 $112,797 $113,994 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . 21,736 22,078 45,268 48,640 Rent - Rockport Plant Unit 2 . . . . . 17,071 15,474 34,148 32,619 Other Operation. . . . . . . . . . . . 2,962 3,005 6,111 5,677 Maintenance. . . . . . . . . . . . . . 3,883 3,458 7,376 6,341 Depreciation . . . . . . . . . . . . . 5,413 5,417 10,826 10,834 Taxes Other Than Federal Income Taxes. 907 299 1,882 1,278 Federal Income Taxes . . . . . . . . . 886 746 1,937 1,563 TOTAL OPERATING EXPENSES . . . 52,858 50,477 107,548 106,952 OPERATING INCOME . . . . . . . . . . . . 2,455 3,342 5,249 7,042 NONOPERATING INCOME. . . . . . . . . . . 834 992 1,624 1,821 INCOME BEFORE INTEREST CHARGES . . . . . 3,289 4,334 6,873 8,863 INTEREST CHARGES . . . . . . . . . . . . 1,058 2,400 2,144 4,810 NET INCOME . . . . . . . . . . . . . . . $ 2,231 $ 1,934 $ 4,729 $ 4,053 STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . $1,953 $4,387 $1,955 $4,268 NET INCOME . . . . . . . . . . . . . . . 2,231 1,934 4,729 4,053 CASH DIVIDENDS DECLARED. . . . . . . . . 2,000 2,000 4,500 4,000 BALANCE AT END OF PERIOD . . . . . . . . $2,184 $4,321 $2,184 $4,321 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) June 30, December 31, 1996 1995 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production. . . . . . . . . . . . . . . . . . . . . . . $627,581 $627,298 General . . . . . . . . . . . . . . . . . . . . . . . . 2,910 2,919 Construction Work in Progress . . . . . . . . . . . . . 1,825 1,397 Total Electric Utility Plant. . . . . . . . . . 632,316 631,614 Accumulated Depreciation. . . . . . . . . . . . . . . . 228,273 218,055 NET ELECTRIC UTILITY PLANT. . . . . . . . . . . 404,043 413,559 CURRENT ASSETS: Cash and Cash Equivalents . . . . . . . . . . . . . . . 72 22 Accounts Receivable . . . . . . . . . . . . . . . . . . 19,637 19,028 Fuel. . . . . . . . . . . . . . . . . . . . . . . . . . 20,914 19,008 Materials and Supplies. . . . . . . . . . . . . . . . . 4,745 4,820 Prepayments . . . . . . . . . . . . . . . . . . . . . . 521 673 TOTAL CURRENT ASSETS. . . . . . . . . . . . . . 45,889 43,551 REGULATORY ASSETS . . . . . . . . . . . . . . . . . . . . 5,967 6,076 DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . . 3,229 1,693 TOTAL . . . . . . . . . . . . . . . . . . . . $459,128 $464,879 See Notes to Financial Statements. AEP GENERATING COMPANY BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (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 . . . . . . . . . . . . . . . . . . . . 47,235 47,735 Retained Earnings . . . . . . . . . . . . . . . . . . . 2,184 1,955 Total Common Shareholder's Equity . . . . . . . 50,419 50,690 Long-term Debt. . . . . . . . . . . . . . . . . . . . . 89,546 89,538 TOTAL CAPITALIZATION. . . . . . . . . . . . . . 139,965 140,228 OTHER NONCURRENT LIABILITIES. . . . . . . . . . . . . . . 1,814 1,830 CURRENT LIABILITIES: Short-term Debt - Notes Payable . . . . . . . . . . . . 17,325 21,725 Accounts Payable. . . . . . . . . . . . . . . . . . . . 8,510 9,094 Taxes Accrued . . . . . . . . . . . . . . . . . . . . . 6,384 2,997 Rent Accrued - Rockport Plant Unit 2. . . . . . . . . . 4,963 4,963 Other . . . . . . . . . . . . . . . . . . . . . . . . . 2,631 4,508 TOTAL CURRENT LIABILITIES . . . . . . . . . . . 39,813 43,287 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2 . . . . . . . . . . . . . . . . . 147,257 150,043 REGULATORY LIABILITIES: Deferred Investment Tax Credits . . . . . . . . . . . . 75,262 76,949 Amounts Due to Customers for Income Taxes . . . . . . . 35,870 36,517 Other . . . . . . . . . . . . . . . . . . . . . . . . . 242 201 TOTAL REGULATORY LIABILITIES. . . . . . . . . . 111,374 113,667 DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . 18,905 15,824 TOTAL . . . . . . . . . . . . . . . . . . . . $459,128 $464,879 See Notes to Financial Statements. /TABLE AEP GENERATING COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . $ 4,729 $ 4,053 Adjustments for Noncash Items: Depreciation . . . . . . . . . . . . . . . . . . . . . 10,826 10,834 Deferred Federal Income Taxes. . . . . . . . . . . . . 2,434 3,006 Deferred Investment Tax Credits. . . . . . . . . . . . (1,687) (1,691) Amortization of Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2. . . . . . . . (2,786) (2,786) Deferred Property Taxes. . . . . . . . . . . . . . . . (1,562) (1,533) Changes in Certain Current Assets and Liabilities: Accounts Receivable. . . . . . . . . . . . . . . . . . (609) (842) Fuel, Materials and Supplies . . . . . . . . . . . . . (1,831) (1,017) Accounts Payable . . . . . . . . . . . . . . . . . . . (584) (3,157) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . 3,387 789 Rent Accrued - Rockport Plant Unit 2 . . . . . . . . . - (1,527) Other (net). . . . . . . . . . . . . . . . . . . . . . . (1,616) (2,067) Net Cash Flows From Operating Activities . . . . . 10,701 4,062 INVESTING ACTIVITIES - Construction Expenditures . . . . . (1,251) (2,566) FINANCING ACTIVITIES: Capital Contributions Returned to Parent Company . . . . (500) - Change in Short-term Debt (net). . . . . . . . . . . . . (4,400) 2,500 Dividends Paid . . . . . . . . . . . . . . . . . . . . . (4,500) (4,000) Net Cash Flows Used For Financing Activities . . . (9,400) (1,500) Net Increase (Decrease) in Cash and Cash Equivalents . . . 50 (4) Cash and Cash Equivalents at Beginning of Period . . . . . 22 7 Cash and Cash Equivalents at End of Period . . . . . . . . $ 72 $ 3 Supplemental Disclosure: Cash paid (received) for interest net of capitalized amounts was $2,035,000 and $4,632,000 and for income taxes was $(764,000) and $(1,269,000) in 1996 and 1995, respectively. See Notes to Financial Statements. AEP GENERATING COMPANY NOTES TO FINANCIAL STATEMENTS JUNE 30, 1996 (UNAUDITED) GENERAL The accompanying unaudited financial statements should be read in conjunction with the 1995 Annual Report as incorporated in and filed with the Form 10-K. Certain prior-period amounts have been reclassified to conform with current-period presentation. AEP GENERATING COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS SECOND QUARTER 1996 vs. SECOND QUARTER 1995 AND YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995 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 increased $0.3 million or 15% in the comparative second quarter and $0.7 million or 17% in the comparative year-to-date period resulting from the recovery of interest expense through the return on other capital component of the unit power bills compared to 1995 when the unit power agreement mechanism prevented the Company from recovering all interest costs in the unit power bills. Income statement items which changed significantly were as follows: Increase (Decrease) Second Quarter Year-to-Date (in millions) % (in millions) % Operating Revenues . . . . . $ 1.5 3 $(1.2) (1) Fuel Expense . . . . . . . . (0.3) (2) (3.4) (7) Rent Expense-Rockport Plant Unit 2. . . . . . . . . . . 1.6 10 1.5 5 Other Operation Expense. . . 0.0 N.M. 0.4 8 Maintenance Expense. . . . . 0.4 12 1.0 16 Taxes Other Than Federal Income Taxes . . . . . . . 0.6 203 0.6 47 Federal Income Taxes . . . . 0.1 19 0.4 24 Nonoperating Income. . . . . (0.2) (16) (0.2) (11) Interest Charges . . . . . . (1.3) (56) (2.7) (55) N.M. = Not Meaningful The increase in operating revenues for the second quarter reflects increased recoverable operating expenses, primarily rent expense for Rockport Plant Unit 2, offset in part by a reduction in the return on other capital due to a decrease in long-term debt interest expense. The revenue decrease in the year-to-date period resulted from the reduction in the return on other capital, partially offset by an increase in recoverable operating expenses. The decline in fuel expense was attributable to a reduction in generation as Rockport Plant Unit 2 was out-of-service for planned general boiler inspection and repair during March and April 1996. Rent expense for Rockport Plant Unit 2 increased in both periods due to the effect of a favorable determination by the Indiana state tax department that resulted in a May 1995 reversal of a provision for Indiana gross income tax applicable to the lease. Other operation expense increased in the year-to-date period mainly due to increased AEP Service Corporation billings for managerial, engineering and other professional services; increased employee benefits expense caused primarily by a reduction in COLI death benefits; and the recording in 1996 of the expense of destroyed railroad coal cars. The increase in maintenance expense during the second quarter and year-to-date periods resulted from the general boiler inspection and repairs performed on Rockport Unit 2 in 1996. Taxes other than federal income taxes increased for both periods due to the effect of a favorable Indiana property tax accrual adjustment recorded in the second quarter of 1995. Federal income tax expense attributable to operations increased primarily due to an increase in pre-tax operating income. The decrease in nonoperating income for both periods reflects a decline in interest income earned on temporary cash investments as the amounts available for investment declined in 1996. Interest charges declined in both periods primarily due to refinancing of $90 million of long-term debt at lower variable rates and the retirement of $20 million of long-term debt in the third quarter of 1995. APPALACHIAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) OPERATING REVENUES . . . . . . . . . . . $379,887 $339,957 $820,859 $747,473 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . 91,907 72,082 181,503 171,975 Purchased Power. . . . . . . . . . . . 76,510 72,894 167,637 136,852 Other Operation. . . . . . . . . . . . 61,066 55,942 123,809 105,915 Maintenance. . . . . . . . . . . . . . 36,225 32,962 59,376 69,426 Depreciation and Amortization. . . . . 33,168 33,338 66,041 66,428 Taxes Other Than Federal Income Taxes. 29,014 27,613 60,316 59,342 Federal Income Taxes . . . . . . . . . 8,778 6,287 35,321 29,552 TOTAL OPERATING EXPENSES . . . 336,668 301,118 694,003 639,490 OPERATING INCOME . . . . . . . . . . . . 43,219 38,839 126,856 107,983 NONOPERATING INCOME (LOSS) . . . . . . . (21) (3,804) 576 (4,639) INCOME BEFORE INTEREST CHARGES . . . . . 43,198 35,035 127,432 103,344 INTEREST CHARGES . . . . . . . . . . . . 27,092 26,549 55,702 52,921 NET INCOME . . . . . . . . . . . . . . . 16,106 8,486 71,730 50,423 PREFERRED STOCK DIVIDEND REQUIREMENTS. . 4,100 4,097 8,201 8,201 EARNINGS APPLICABLE TO COMMON STOCK. . . $ 12,006 $ 4,389 $ 63,529 $ 42,222 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . $223,469 $217,485 $199,021 $206,361 NET INCOME . . . . . . . . . . . . . . . 16,106 8,486 71,730 50,423 DEDUCTIONS: Cash Dividends Declared: Common Stock . . . . . . . . . . . . 27,075 26,709 54,150 53,418 Cumulative Preferred Stock . . . . . 3,917 3,919 7,834 7,838 Capital Stock Expense. . . . . . . . . 184 178 368 363 BALANCE AT END OF PERIOD . . . . . . . . $208,399 $195,165 $208,399 $195,165 The common stock of the Company is wholly owned by American Electric Power Company, Inc. See Notes to Consolidated Financial Statements. APPALACHIAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $1,863,422 $1,857,621 Transmission . . . . . . . . . . . . . . . . . . . . 1,045,165 1,041,415 Distribution . . . . . . . . . . . . . . . . . . . . 1,448,028 1,409,407 General. . . . . . . . . . . . . . . . . . . . . . . 182,296 169,602 Construction Work in Progress. . . . . . . . . . . . 74,856 80,391 Total Electric Utility Plant . . . . . . . . 4,613,767 4,558,436 Accumulated Depreciation and Amortization. . . . . . 1,741,060 1,694,746 NET ELECTRIC UTILITY PLANT . . . . . . . . . 2,872,707 2,863,690 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 30,111 31,523 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 15,310 8,664 Accounts Receivable (net). . . . . . . . . . . . . . 177,436 140,158 Fuel . . . . . . . . . . . . . . . . . . . . . . . . 53,534 69,037 Materials and Supplies . . . . . . . . . . . . . . . 54,947 55,756 Accrued Utility Revenues . . . . . . . . . . . . . . 50,983 65,078 Prepayments. . . . . . . . . . . . . . . . . . . . . 19,371 8,579 TOTAL CURRENT ASSETS . . . . . . . . . . . . 371,581 347,272 REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . 430,754 435,352 DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . 55,159 57,541 TOTAL. . . . . . . . . . . . . . . . . . . $3,760,312 $3,735,378 See Notes to Consolidated Financial Statements. APPALACHIAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (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. . . . . . . . . . . . . . . . . . . 550,419 525,051 Retained Earnings. . . . . . . . . . . . . . . . . . 208,399 199,021 Total Common Shareholder's Equity. . . . . . 1,019,276 984,530 Cumulative Preferred Stock: Not Subject to Mandatory Redemption. . . . . . . . 55,000 55,000 Subject to Mandatory Redemption. . . . . . . . . . 190,082 190,085 Long-term Debt . . . . . . . . . . . . . . . . . . . 1,299,447 1,278,433 TOTAL CAPITALIZATION . . . . . . . . . . . . 2,563,805 2,508,048 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 94,768 102,178 CURRENT LIABILITIES: Long-term Debt Due Within One Year . . . . . . . . . - 7,251 Short-term Debt. . . . . . . . . . . . . . . . . . . 93,750 125,525 Accounts Payable . . . . . . . . . . . . . . . . . . 83,043 82,224 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 47,892 48,666 Customer Deposits. . . . . . . . . . . . . . . . . . 14,178 14,411 Interest Accrued . . . . . . . . . . . . . . . . . . 21,460 19,057 Revenue Refunds Accrued. . . . . . . . . . . . . . . 26,812 - Other. . . . . . . . . . . . . . . . . . . . . . . . 59,575 75,303 TOTAL CURRENT LIABILITIES. . . . . . . . . . 346,710 372,437 DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . 656,494 656,006 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 86,892 89,682 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 11,643 7,027 CONTINGENCIES (Note 4) TOTAL. . . . . . . . . . . . . . . . . . . $3,760,312 $3,735,378 See Notes to Consolidated Financial Statements. /TABLE APPALACHIAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . . $ 71,730 $ 50,423 Adjustments for Noncash Items: Depreciation and Amortization. . . . . . . . . . . . . . . 66,694 67,262 Deferred Federal Income Taxes. . . . . . . . . . . . . . . 2,030 (3,365) Deferred Investment Tax Credits. . . . . . . . . . . . . . (2,409) (2,430) Storm Damage Expense Amortization (Deferrals). . . . . . . (2,003) 11,548 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . . (37,278) (2,793) Fuel, Materials and Supplies . . . . . . . . . . . . . . . 16,312 (16,826) Accrued Utility Revenues . . . . . . . . . . . . . . . . . 14,095 9,383 Prepayments. . . . . . . . . . . . . . . . . . . . . . . . (10,792) (11,076) Accounts Payable . . . . . . . . . . . . . . . . . . . . . 819 (16,172) Revenue Refunds Accrued. . . . . . . . . . . . . . . . . . 26,812 - Other (net). . . . . . . . . . . . . . . . . . . . . . . . . (9,135) 11,214 Net Cash Flows From Operating Activities . . . . . . . 136,875 97,168 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . . (74,210) (101,704) Proceeds from Sale of Property . . . . . . . . . . . . . . . 1,079 7,050 Net Cash Flows Used For Investing Activities . . . . . (73,131) (94,654) FINANCING ACTIVITIES: Capital Contributions from Parent Company. . . . . . . . . . 25,000 15,000 Issuance of Long-term Debt . . . . . . . . . . . . . . . . . 200,825 128,785 Change in Short-term Debt (net). . . . . . . . . . . . . . . (31,775) (10,350) Retirement of Long-term Debt . . . . . . . . . . . . . . . . (189,164) (74,950) Dividends Paid on Common Stock . . . . . . . . . . . . . . . (54,150) (53,418) Dividends Paid on Cumulative Preferred Stock . . . . . . . . (7,834) (7,837) Net Cash Flows Used For Financing Activities . . . . . (57,098) (2,770) Net Increase (Decrease) in Cash and Cash Equivalents . . . . . 6,646 (256) Cash and Cash Equivalents at Beginning of Period . . . . . . . 8,664 5,297 Cash and Cash Equivalents at End of Period . . . . . . . . . . $ 15,310 $ 5,041 Supplemental Disclosure: Cash paid for interest net of capitalized amounts was $51,719,000 and $51,472,000 and for income taxes was $29,226,000 and $32,665,000 in 1996 and 1995, respectively. Noncash acquisitions under capital leases were $5,584,000 and $8,827,000 in 1996 and 1995, respectively. See Notes to Consolidated Financial Statements. APPALACHIAN POWER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial statements should be read in conjunction with the 1995 Annual Report as incorporated in and filed with the Form 10-K. 2. RATE MATTERS Virginia On May 24, 1996 the Virginia State Corporation Commission (Virginia SCC) issued a final order and concluded that the Company was not entitled to a rate increase. The Company had requested a base rate increase of $15.7 million annually in September 1994 which included, among other things, recovery over three years of $23.9 million of incremental storm damages expenses deferred in 1994. The Virginia SCC had authorized the Company to collect the rate increase subject to refund beginning in November 1994. The Order also concluded that the Company had recovered $11.9 million of the 1994 deferred incremental storm damage expenses through existing rates. In accordance with the Order, the net deferred storm damage expenses will be amortized commensurate with recovery over a five-year period effective July 1, 1996. Therefore, the Company wrote off $11.9 million of deferred storm damages which were not recoverable and reversed $6.9 million of previously amortized storm damage. As of June 30, 1996 the revenue refund liability of $26.8 million, including interest of $1.7 million, had been provided for and the refund is to be completed by September 3, 1996. 3. FINANCING ACTIVITIES In February 1996 the Company redeemed $16 million of first mortgage bonds with interest rates ranging from 8.75% to 9-7/8% due 2020 through 2022. In March 1996 the Company issued $100 million of 6-3/8% Series First Mortgage Bonds due in 2001 and $100 million of 6.80% Series First Mortgage Bonds due in 2006. The proceeds were used to reduce outstanding short-term debt and in April and May 1996 to redeem $165 million of first mortgage bonds with interest rates ranging from 7-1/2% to 9-7/8% due 1998 through 2022. The April redemption of these first mortgage bonds removed the restriction on the use of retained earnings for common stock dividends. In June 1996, the Company received a $25 million cash capital contribution from its parent which was credited to paid-in capital. 4. CONTINGENCIES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides under certain conditions for the recovery of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. The Company continues to be involved in certain other matters discussed in its 1995 Annual Report. APPALACHIAN POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION SECOND QUARTER 1996 vs. SECOND QUARTER 1995 AND YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995 RESULTS OF OPERATIONS Net income increased $7.6 million or 90% in the comparative second quarter and $21.3 million or 42% in the comparative year-to-date period as a result of increased demand for energy by residential and wholesale customers and an increase in nonoperating income due to the effect of a loss in 1995 resulting from the sale of coal-mining assets owned by the Company. Income statement lines which changed significantly were: Increase (Decrease) Second Quarter Year-to-Date (in millions) % (in millions) % Operating Revenues . . . . . $39.9 12 $73.4 10 Fuel Expense . . . . . . . . 19.8 28 9.5 6 Purchased Power Expense. . . 3.6 5 30.8 22 Other Operation Expense. . . 5.1 9 17.9 17 Maintenance Expense. . . . . 3.3 10 (10.1) (14) Taxes Other Than Federal Income Taxes . . . . . . . 1.4 5 1.0 2 Federal Income Taxes . . . . 2.5 40 5.8 20 Nonoperating Income (Loss) . 3.8 N.M. 5.2 N.M. N.M. = Not Meaningful Substantial increases in wholesale and retail energy sales resulted in the increases in revenues for the quarter and year-to-date period. Wholesale energy sales increased 98% in the quarter and 84% in the year-to-date period primarily due to increased energy sales to unaffiliated utilities by the AEP System Power Pool (Power Pool) resulting from unseasonable weather in 1996 and increased amounts of energy supplied to the Power Pool to meet the weather related load requirements of other Power Pool members. Residential and commercial sales increased 9% and 5%, respectively, in the second quarter and 12% and 6%, respectively, in the year-to-date period. The sales increases were due to growth in the number of customers and customer usage due mainly to unseasonable weather in 1996. The increase in fuel and purchased power expenses reflected the rise in energy demand which resulted in increased generation and additional energy purchases from the Power Pool to meet the increase in demand. Other operation expense increased in the comparative quarter and year-to-date periods primarily due to the expensing of $3.9 million of previously deferred research costs, an increase in employee benefit costs and the expensing of $2.8 million of previously capitalized software costs as a result of a final rate order from the Virginia State Corporation Commission (Virginia SCC). Maintenance expense increased for the quarter largely due to an increase in engineering and other professional services billed by the AEP Service Corporation. In the year-to-date period, the reversal in March 1996 of a $7.9 million loss provision for deferred Virginia retail incremental storm damage expenses recorded in March 1995 accounted for the decrease in maintenance expense. The provision was reversed as a result of a Virginia SCC Hearing Examiner's Report which was not the same as the final order. Taxes other than federal income taxes increased primarily due to the West Virginia business and occupation (B&O) tax. Prior to June 1995 the B&O tax was computed on the basis of generation; subsequently the tax was based on generating capacity. In 1995 the Company's generation was at a reduced level. The increase in federal income tax expense was primarily due to an increase in pre-tax operating income. FINANCIAL CONDITION Total plant and property additions including capital leases for the first six months of 1996 were $80 million. In March 1996, the Company issued $100 million of 6-3/8% Series First Mortgage Bonds due in 2001 and $100 million of 6.80% Series First Mortgage Bonds due in 2006. The proceeds were used to reduce outstanding short-term debt and in April and May 1996 to redeem $165 million of first mortgage bonds with interest rates ranging from 7-1/2% to 9-7/8% due 1998 through 2022. The redemption of these first mortgage bonds eliminated the restriction on the use of retained earnings for common stock dividends. In June 1996, the Company received a $25 million cash capital contribution from its parent which was credited to paid-in-capital. NEW FERC RULES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides under certain conditions for the recovery of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) OPERATING REVENUES . . . . . . . . . . . $269,023 $246,165 $540,063 $503,170 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . 45,169 36,748 92,675 88,054 Purchased Power. . . . . . . . . . . . 39,971 41,180 83,440 73,099 Other Operation. . . . . . . . . . . . 46,844 44,541 91,008 89,603 Maintenance. . . . . . . . . . . . . . 17,409 18,586 31,332 33,989 Depreciation . . . . . . . . . . . . . 21,966 21,307 43,757 42,454 Amortization of Zimmer Plant Phase-in Costs . . . . . . . . 7,965 7,472 16,413 15,523 Taxes Other Than Federal Income Taxes. 28,088 27,161 56,195 54,192 Federal Income Taxes . . . . . . . . . 14,438 9,991 29,644 22,640 TOTAL OPERATING EXPENSES . . . 221,850 206,986 444,464 419,554 OPERATING INCOME . . . . . . . . . . . . 47,173 39,179 95,599 83,616 NONOPERATING INCOME (LOSS) . . . . . . . 385 1,073 (2,520) 2,439 INCOME BEFORE INTEREST CHARGES . . . . . 47,558 40,252 93,079 86,055 INTEREST CHARGES . . . . . . . . . . . . 20,062 19,702 40,457 39,980 NET INCOME . . . . . . . . . . . . . . . 27,496 20,550 52,622 46,075 PREFERRED STOCK DIVIDEND REQUIREMENTS. . 1,374 3,203 3,044 6,406 EARNINGS APPLICABLE TO COMMON STOCK. . . $ 26,122 $ 17,347 $ 49,578 $ 39,669 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . $78,984 $51,288 $74,320 $46,976 NET INCOME . . . . . . . . . . . . . . . 27,496 20,550 52,622 46,075 DEDUCTIONS: Cash Dividends Declared: Common Stock . . . . . . . . . . . . 18,969 17,975 37,938 35,950 Cumulative Preferred Stock . . . . . 1,422 3,203 2,844 6,406 Capital Stock Expense. . . . . . . . . 70 35 141 70 BALANCE AT END OF PERIOD . . . . . . . . $86,019 $50,625 $86,019 $50,625 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) June 30, December 31, 1996 1995 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $1,489,791 $1,481,309 Transmission . . . . . . . . . . . . . . . . . . . . 320,010 314,413 Distribution . . . . . . . . . . . . . . . . . . . . 864,380 843,228 General. . . . . . . . . . . . . . . . . . . . . . . 124,518 117,185 Construction Work in Progress. . . . . . . . . . . . 56,825 64,073 Total Electric Utility Plant . . . . . . . . 2,855,524 2,820,208 Accumulated Depreciation . . . . . . . . . . . . . . 987,842 953,170 NET ELECTRIC UTILITY PLANT . . . . . . . . . 1,867,682 1,867,038 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 25,133 25,950 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 9,371 10,577 Accounts Receivable (net). . . . . . . . . . . . . . 64,667 65,853 Fuel . . . . . . . . . . . . . . . . . . . . . . . . 21,387 24,316 Materials and Supplies . . . . . . . . . . . . . . . 23,973 23,519 Accrued Utility Revenues . . . . . . . . . . . . . . 41,088 40,389 Prepayments and Other. . . . . . . . . . . . . . . . 42,956 32,116 TOTAL CURRENT ASSETS . . . . . . . . . . . . 203,442 196,770 REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . 418,834 438,005 DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . 34,368 66,363 TOTAL. . . . . . . . . . . . . . . . . . . $2,549,459 $2,594,126 See Notes to Consolidated Financial Statements. /TABLE COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (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. . . . . . . . . . . . . . . . . . . 574,568 574,427 Retained Earnings. . . . . . . . . . . . . . . . . . 86,019 74,320 Total Common Shareholder's Equity. . . . . . 701,613 689,773 Cumulative Preferred Stock - Subject to Mandatory Redemption . . . . . . . . . . . . . . . 75,000 75,000 Long-term Debt . . . . . . . . . . . . . . . . . . . 896,953 990,796 TOTAL CAPITALIZATION . . . . . . . . . . . . 1,673,566 1,755,569 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 34,342 34,571 CURRENT LIABILITIES: Preferred Stock Due Within One Year. . . . . . . . . - 7,500 Long-term Debt Due Within One Year . . . . . . . . . 30,000 - Short-term Debt. . . . . . . . . . . . . . . . . . . 98,550 34,325 Accounts Payable . . . . . . . . . . . . . . . . . . 43,220 52,029 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 90,900 120,093 Interest Accrued . . . . . . . . . . . . . . . . . . 16,339 17,016 Other. . . . . . . . . . . . . . . . . . . . . . . . 24,542 30,955 TOTAL CURRENT LIABILITIES. . . . . . . . . . 303,551 261,918 DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . 457,038 464,413 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 59,186 61,010 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 21,776 16,645 CONTINGENCIES (Note 3) TOTAL. . . . . . . . . . . . . . . . . . . $2,549,459 $2,594,126 See Notes to Consolidated Financial Statements. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 52,622 $ 46,075 Adjustments for Noncash Items: Depreciation . . . . . . . . . . . . . . . . . . . . . . 43,571 42,264 Deferred Federal Income Taxes. . . . . . . . . . . . . . (3,789) (2,804) Deferred Investment Tax Credits. . . . . . . . . . . . . (1,824) (1,834) Amortization of Deferred Property Taxes. . . . . . . . . 30,446 28,872 Amortization of Zimmer Plant Operating Expenses and Carrying Charges . . . . . . . . . . . . . . . . . . . 15,211 13,180 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . 1,186 4,541 Fuel, Materials and Supplies . . . . . . . . . . . . . . 2,475 2,383 Accrued Utility Revenues . . . . . . . . . . . . . . . . (699) (3,665) Prepayments and Other Current Assets . . . . . . . . . . (10,840) (11,443) Accounts Payable . . . . . . . . . . . . . . . . . . . . (8,809) (6,366) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . (29,193) (47,403) Other (net). . . . . . . . . . . . . . . . . . . . . . . . (2,732) (2,235) Net Cash Flows From Operating Activities . . . . . . 87,625 61,565 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . (38,642) (47,067) Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,301 2,262 Net Cash Flows Used For Investing Activities . . . . (36,341) (44,805) FINANCING ACTIVITIES: Change in Short-term Debt (net). . . . . . . . . . . . . . 64,225 72,175 Retirement of Cumulative Preferred Stock . . . . . . . . . (7,500) - Retirement of Long-term Debt . . . . . . . . . . . . . . . (68,255) (50,000) Dividends Paid on Common Stock . . . . . . . . . . . . . . (37,938) (35,950) Dividends Paid on Cumulative Preferred Stock . . . . . . . (3,022) (6,406) Net Cash Flows Used For Financing Activities . . . . (52,490) (20,181) Net Decrease in Cash and Cash Equivalents. . . . . . . . . . (1,206) (3,421) Cash and Cash Equivalents at Beginning of Period . . . . . . 10,577 14,065 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 9,371 $ 10,644 Supplemental Disclosure: Cash paid for interest net of capitalized amounts was $39,244,000 and $38,666,000 and for income taxes was $18,674,000 and $32,312,000 in 1996 and 1995, respectively. Noncash acquisitions under capital leases were $6,941,000 and $5,416,000 in 1996 and 1995, respectively. See Notes to Consolidated Financial Statements. /TABLE COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial statements should be read in conjunction with the 1995 Annual Report as incorporated in and filed with the Form 10-K. 2. FINANCING ACTIVITIES On June 12, 1996, the Company redeemed the entire $50 million outstanding principal amount of its 9.625% Series First Mortgage Bonds Due 2021 at the regular redemption price of 107.22%. The Company redeemed on August 1, 1996 the entire $30 million outstanding principal amount of the 9.31% Series First Mortgage Bonds Due 2001 at the regular redemption price of 102.66%. Therefore at June 30, 1996 this debt is classified as a current liability. 3. CONTINGENCIES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides under certain conditions for the recovery of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. The Company continues to be involved in certain other matters discussed in its 1995 Annual Report. COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS SECOND QUARTER 1996 vs. SECOND QUARTER 1995 AND YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995 Net income increased 34% in the second quarter and 14% on a year-to-date basis mainly due to increased energy sales. In the year-to-date period, the effect of the sales increase was partly offset by decreased nonoperating income due to provisions recorded in the first quarter for certain demand side management programs and for environmental remediation costs. Income statement lines which changed significantly were as follows: Increase (Decrease) Second Quarter Year-to-Date (in millions) % (in millions) % Operating Revenues. . . . . $22.9 9 $36.9 7 Fuel Expense. . . . . . . . 8.4 23 4.6 5 Purchased Power Expense . . (1.2) (3) 10.3 14 Other Operation Expense . . 2.3 5 1.4 2 Maintenance Expense . . . . (1.2) (6) (2.7) (8) Amortization of Zimmer Plant Phase-in Costs . . . 0.5 7 0.9 6 Federal Income Taxes. . . . 4.4 45 7.0 31 Nonoperating Income (Loss). (0.7) (64) (5.0) N.M. N.M. = Not Meaningful The operating revenues increased in both comparative periods due to increased energy sales to both retail and wholesale customers. Energy sales to retail customers increased due mainly to unseasonable weather in 1996 and growth in the number of residential and commercial customers. Energy sales to wholesale customers doubled in both periods primarily due to an increase in sales made by the AEP System Power Pool (Power Pool) to unaffiliated utilities largely as a result of the unseasonable weather. The increase in fuel expense was due to increased generation resulting from the additional sales and an increased availability of generating capacity. In 1996 all generating units were in-service while in the second quarter of 1995 several Conesville Plant units and the Picway Plant were out of service for scheduled repairs to the boiler facilities. Purchased power expense increased significantly in the year-to-date period due to increased energy purchases from the Power Pool to supply the increased energy demands of retail and wholesale customers. The increase in other operation expense was mostly due to certain demand side management program expenses and rents for new customer service center equipment. Maintenance expense decreased due to a staffing reduction at the Company's power plants in the fourth quarter of 1995 as part of an AEP restructuring program to functionally realign operations and a reduction in plant maintenance work. Last year's maintenance expense included expenditures associated with the outages at the Conesville and Picway plants. The amortization of Zimmer Plant phase-in costs increased due to the increase in sales. In accordance with a 1994 rate order the Company is collecting deferred Zimmer Plant costs under a phase-in plan through a temporary rate surcharge. The amount of recovery and related amortization is a function of retail sales volume. 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 the year-to-date period due to after tax provisions of $2.2 million for certain demand side management program costs and $0.9 million for the clean-up of underground fuel storage tanks at one of the Company's facilities. Also contributing to the year-to-date decline in nonoperating income and the primary cause of the decline in the comparative quarter was a decrease in the return on unrecovered Zimmer Plant deferrals due to the declining balance of unamortized phase-in plan deferrals. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) OPERATING REVENUES . . . . . . . . . . . $323,494 $307,820 $653,377 $634,997 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . 56,532 56,863 116,555 119,617 Purchased Power. . . . . . . . . . . . 34,653 25,782 69,316 53,411 Other Operation. . . . . . . . . . . . 78,686 74,003 157,496 147,636 Maintenance. . . . . . . . . . . . . . 30,107 32,102 56,549 64,574 Depreciation and Amortization. . . . . 35,086 34,652 69,978 69,083 Amortization of Rockport Plant Unit 1 Phase-in Plan Deferrals. . . . . . . 3,911 3,911 7,822 7,822 Taxes Other Than Federal Income Taxes. 18,440 16,233 38,361 35,833 Federal Income Taxes . . . . . . . . . 15,649 12,888 33,852 29,324 TOTAL OPERATING EXPENSES . . . 273,064 256,434 549,929 527,300 OPERATING INCOME . . . . . . . . . . . . 50,430 51,386 103,448 107,697 NONOPERATING INCOME (LOSS) . . . . . . . 272 550 (365) 651 INCOME BEFORE INTEREST CHARGES . . . . . 50,702 51,936 103,083 108,348 INTEREST CHARGES . . . . . . . . . . . . 17,195 18,156 33,809 36,180 NET INCOME . . . . . . . . . . . . . . . 33,507 33,780 69,274 72,168 PREFERRED STOCK DIVIDEND REQUIREMENTS. . 2,910 2,914 5,858 5,812 EARNINGS APPLICABLE TO COMMON STOCK. . . $ 30,597 $ 30,866 $ 63,416 $ 66,356 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . $239,799 $224,385 $235,107 $216,658 NET INCOME . . . . . . . . . . . . . . . 33,507 33,780 69,274 72,168 DEDUCTIONS: Cash Dividends Declared: Common Stock . . . . . . . . . . . . 28,127 27,713 56,254 55,426 Cumulative Preferred Stock . . . . . 2,359 2,890 5,249 5,780 Capital Stock Expense. . . . . . . . . 551 57 609 115 BALANCE AT END OF PERIOD . . . . . . . . $242,269 $227,505 $242,269 $227,505 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) June 30, December 31, 1996 1995 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $2,516,995 $2,507,667 Transmission . . . . . . . . . . . . . . . . . . . . 873,515 867,541 Distribution . . . . . . . . . . . . . . . . . . . . 683,154 666,810 General (including nuclear fuel) . . . . . . . . . . 210,781 186,959 Construction Work in Progress. . . . . . . . . . . . 71,630 90,587 Total Electric Utility Plant . . . . . . . . 4,356,075 4,319,564 Accumulated Depreciation and Amortization. . . . . . 1,802,986 1,751,965 NET ELECTRIC UTILITY PLANT . . . . . . . . . 2,553,089 2,567,599 NUCLEAR DECOMMISSIONING AND SPENT NUCLEAR FUEL DISPOSAL TRUST FUNDS. . . . . . . . . . . . . . 453,260 433,619 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 164,683 150,994 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 6,236 13,723 Accounts Receivable. . . . . . . . . . . . . . . . . 125,051 115,765 Allowance for Uncollectible Accounts . . . . . . . . (448) (334) Fuel . . . . . . . . . . . . . . . . . . . . . . . . 30,316 29,093 Materials and Supplies . . . . . . . . . . . . . . . 74,234 72,861 Accrued Utility Revenues . . . . . . . . . . . . . . 32,534 43,937 Prepayments. . . . . . . . . . . . . . . . . . . . . 13,404 10,191 TOTAL CURRENT ASSETS . . . . . . . . . . . . 281,327 285,236 REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . 436,689 458,525 DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . 35,798 32,364 TOTAL. . . . . . . . . . . . . . . . . . . $3,924,846 $3,928,337 See Notes to Consolidated Financial Statements. /TABLE INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (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. . . . . . . . . . . . . . . . . . . 731,157 731,102 Retained Earnings. . . . . . . . . . . . . . . . . . 242,269 235,107 Total Common Shareholder's Equity. . . . . . 1,030,010 1,022,793 Cumulative Preferred Stock: Not Subject to Mandatory Redemption. . . . . . . . 22,000 52,000 Subject to Mandatory Redemption. . . . . . . . . . 135,000 135,000 Long-term Debt . . . . . . . . . . . . . . . . . . . 1,037,512 1,034,048 TOTAL CAPITALIZATION . . . . . . . . . . . . 2,224,522 2,243,841 OTHER NONCURRENT LIABILITIES: Nuclear Decommissioning. . . . . . . . . . . . . . . 285,797 269,392 Other. . . . . . . . . . . . . . . . . . . . . . . . 195,142 184,103 TOTAL OTHER NONCURRENT LIABILITIES . . . . . 480,939 453,495 CURRENT LIABILITIES: Long-term Debt Due Within One Year . . . . . . . . . - 6,053 Short-term Debt. . . . . . . . . . . . . . . . . . . 86,725 89,975 Accounts Payable . . . . . . . . . . . . . . . . . . 51,027 60,706 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 74,182 71,696 Interest Accrued . . . . . . . . . . . . . . . . . . 16,090 16,158 Obligations Under Capital Leases . . . . . . . . . . 37,197 31,776 Other. . . . . . . . . . . . . . . . . . . . . . . . 66,430 74,463 TOTAL CURRENT LIABILITIES. . . . . . . . . . 331,651 350,827 DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . 599,210 612,147 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 151,239 155,202 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2. . . . . . . . . . . . . . . . 97,979 99,832 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 39,306 12,993 CONTINGENCIES (Note 3) TOTAL. . . . . . . . . . . . . . . . . . . $3,924,846 $3,928,337 See Notes to Consolidated Financial Statements. /TABLE INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 69,274 $ 72,168 Adjustments for Noncash Items: Depreciation and Amortization. . . . . . . . . . . . . . 73,820 73,979 Amortization of Rockport Plant Unit 1 Phase-in Plan Deferrals. . . . . . . . . . . . . . . . 7,822 7,822 Amortization (Deferral) of Incremental Nuclear Refueling Outage Expenses (net). . . . . . . . . . . . (4,850) 14,446 Deferred Federal Income Taxes. . . . . . . . . . . . . . (7,712) (12,973) Deferred Investment Tax Credits. . . . . . . . . . . . . (3,963) (3,993) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . (9,172) 6,082 Fuel, Materials and Supplies . . . . . . . . . . . . . . (2,596) 44 Accrued Utility Revenues . . . . . . . . . . . . . . . . 11,403 (2,620) Accounts Payable . . . . . . . . . . . . . . . . . . . . (9,679) (28,072) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . 2,486 (7,933) Other (net). . . . . . . . . . . . . . . . . . . . . . . . 5,306 (26,222) Net Cash Flows From Operating Activities . . . . . . 132,139 92,728 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . (37,128) (51,710) Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 853 964 Net Cash Flows Used For Investing Activities . . . . (36,275) (50,746) FINANCING ACTIVITIES: Issuance of Long-term Debt . . . . . . . . . . . . . . . . 38,579 96,819 Change in Short-term Debt (net). . . . . . . . . . . . . . (3,250) 18,650 Retirement of Cumulative Preferred Stock . . . . . . . . . (30,555) - Retirement of Long-term Debt . . . . . . . . . . . . . . . (46,091) (50,736) Dividends Paid on Common Stock . . . . . . . . . . . . . . (56,254) (55,426) Dividends Paid on Cumulative Preferred Stock . . . . . . . (5,780) (5,780) Net Cash Flows From (Used For) Financing Activities. (103,351) 3,527 Net Increase (Decrease) in Cash and Cash Equivalents. . . . (7,487) 45,509 Cash and Cash Equivalents at Beginning of Period . . . . . . 13,723 9,907 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 6,236 $ 55,416 Supplemental Disclosure: Cash paid for interest net of capitalized amounts was $32,516,000 and $36,542,000 and for income taxes was $44,183,000 and $50,575,000 in 1996 and 1995, respectively. Noncash acquisitions under capital leases were $42,290,000 and $9,254,000 in 1996 and 1995, respectively. In connection with the early termination of a western coal land sublease the Company will receive cash payments from the lessee of $30.8 million over a ten year period which has been recorded at a net present value of $22.8 million. See Notes to Consolidated Financial Statements. /TABLE INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial state-ments should be read in conjunction with the 1995 Annual Report as incorporated in and filed with the Form 10-K. Certain prior-period amounts have been reclassified to conform with current-period presentation. 2. FINANCING ACTIVITIES In the first six months of 1996, the Company issued $40 million of 8% Junior Subordinated Deferrable Interest Debentures and retired $6 million of Sinking Fund Debentures, $40 million of 9.50% First Mortgage Bonds and 300,000 shares of 7.08% Cumulative Preferred Stock, par value $100. 3. CONTINGENCIES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides for the recovery of stranded costs under certain conditions from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. The Company continues to be involved in certain matters discussed in its 1995 Annual Report. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION SECOND QUARTER 1996 vs. SECOND QUARTER 1995 AND YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995 RESULTS OF OPERATIONS Net income decreased 1% or $0.3 million for the quarter and 4% or $2.9 million for the year-to-date comparative period, as increased revenues were more than offset by increased operating expenses. Income statement line items which changed significantly were: Increase (Decrease) Second Quarter Year-to-Date (in millions) % (in millions) % Operating Revenues. . . . $15.7 5 $18.4 3 Purchased Power Expense . 8.9 34 15.9 30 Other Operation Expense . 4.7 6 9.9 7 Maintenance Expense . . . (2.0) (6) (8.0) (12) Taxes Other Than Federal Income Taxes . . 2.2 14 2.5 7 Federal Income Taxes. . . 2.8 21 4.5 15 Interest Charges. . . . . (1.0) (5) (2.4) (7) Operating revenues increased primarily due to increased retail sales in both periods. Weather-sensitive residential customers' demand for electricity rose by 6% in the quarter and 4% in the year-to-date period reflecting unseasonable spring weather and colder winter weather. Also, contributing to the increase in retail sales was a 12% quarterly and 10% year-to-date increase in industrial sales primarily resulting from the addition of a major new customer. Although wholesale revenue changes had little effect on operating revenues, there were large fluctuations within the two major components of wholesale revenues. Wholesale sales to affiliates declined reflecting lower deliveries to the AEP System Power Pool (Power Pool) primarily due to a reduction in the availability of nuclear generation as a result of a refueling outage in the second quarter at one unit of the Company's two unit Cook Nuclear Plant. Sales to the Company's non-affiliated municipal and cooperative wholesale customers and sales by the Power Pool to unaffiliated utilities allocated to the Company increased mainly due to the unseasonable spring and colder winter weather largely offsetting the decline in sales to the Power Pool. Purchased power expense increased significantly primarily due to increased purchases from the Power Pool, to replace the unavailable nuclear generating capacity and to support the Company's allocated share of Power Pool wholesale transactions with unaffiliated utilities; increased purchases from unaffiliated utilities for pass-through sales to other unaffiliated companies; and increased purchases under an agreement with the Ohio Valley Electric Corporation, an affiliated company which is not a member of the Power Pool. The increase in other operation expense reflects an increased cost of pollution control emission allowances, increased rent expense, reduced transmission investment equalization credits from affiliates and increased engineering and other professional services billed from AEP Service Corporation. The increase in rent expense resulted from a favorable determination by the Indiana state tax department that resulted in the reversal in the second quarter of 1995 of a provision for state taxes applicable to the Rockport Plant Unit 2 operating lease. Transmission equalization credits decreased due to an increase in the Company's peak demand relative to the peak demands of the other Power Pool members. Under the AEP transmission equalization agreement the costs of ownership of certain transmission facilities are shared by the Power Pool members based on their relative peak demands. Maintenance expense decreased in both periods as a result of reductions in the number of employees performing maintenance on the Company's nuclear plant and lower payments for contract labor. The increase in taxes other than federal income taxes in both periods was the result of a favorable accrual adjustment for Indiana real and personal property taxes recorded in 1995. Federal income taxes attributable to operations increased in both periods due to changes in certain book/tax timing differences accounted for on a flow-through basis for ratemaking and financial reporting purposes and an increase in pre-tax operating income. In both periods interest charges decreased primarily due to the refinancing of certain fixed rate long-term debt at lower variable and fixed rates during the third quarter of 1995. FINANCIAL CONDITION Total plant and property additions including capital leases for the year-to-date period were $80 million. During the first six months of 1996 short-term debt outstanding declined by $3.3 million. During the first half of 1996 the Company redeemed 300,000 shares of 7.08% Cumulative Preferred Stock, par value $100, at $101.85, $40 million of 9.50% First Mortgage Bonds due 2021 and $6,053,000 of Sinking Fund Debentures. The Company also issued $40 million of 8% Junior Subordinated Debentures due 2026. On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides for the recovery under certain conditions of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. KENTUCKY POWER COMPANY STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) OPERATING REVENUES . . . . . . . . . . . . $78,730 $72,699 $167,319 $158,001 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . 20,110 18,375 41,790 39,736 Purchased Power. . . . . . . . . . . . . 22,102 20,337 44,621 42,627 Other Operation. . . . . . . . . . . . . 11,974 11,988 24,330 22,281 Maintenance. . . . . . . . . . . . . . . 7,634 6,508 15,354 13,659 Depreciation and Amortization. . . . . . 6,267 6,087 12,521 12,119 Taxes Other Than Federal Income Taxes. . 1,744 1,526 4,118 4,020 Federal Income Tax Expense (Credit). . . 598 (684) 3,126 1,354 TOTAL OPERATING EXPENSES. . . . . 70,429 64,137 145,860 135,796 OPERATING INCOME . . . . . . . . . . . . . 8,301 8,562 21,459 22,205 NONOPERATING LOSS. . . . . . . . . . . . . (95) (32) (429) (100) INCOME BEFORE INTEREST CHARGES . . . . . . 8,206 8,530 21,030 22,105 INTEREST CHARGES . . . . . . . . . . . . . 5,837 5,983 11,905 11,743 NET INCOME . . . . . . . . . . . . . . . . $ 2,369 $ 2,547 $ 9,125 $ 10,362 STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . $92,071 $91,258 $91,381 $89,173 NET INCOME . . . . . . . . . . . . . . . . 2,369 2,547 9,125 10,362 CASH DIVIDENDS DECLARED. . . . . . . . . . 6,066 5,730 12,132 11,460 BALANCE AT END OF PERIOD . . . . . . . . . $88,374 $88,075 $88,374 $88,075 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) June 30, December 31, 1996 1995 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . $230,829 $230,054 Transmission . . . . . . . . . . . . . . . . . . . . 263,172 261,619 Distribution . . . . . . . . . . . . . . . . . . . . 316,060 313,783 General. . . . . . . . . . . . . . . . . . . . . . . 60,973 59,611 Construction Work in Progress. . . . . . . . . . . . 24,667 14,590 Total Electric Utility Plant . . . . . . . . 895,701 879,657 Accumulated Depreciation and Amortization. . . . . . 279,631 270,590 NET ELECTRIC UTILITY PLANT . . . . . . . . . 616,070 609,067 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 6,411 6,438 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . 2,847 1,031 Accounts Receivable. . . . . . . . . . . . . . . . . 30,002 30,172 Allowance for Uncollectible Accounts . . . . . . . . (149) (259) Fuel . . . . . . . . . . . . . . . . . . . . . . . . 8,747 3,526 Materials and Supplies . . . . . . . . . . . . . . . 12,389 12,481 Accrued Utility Revenues . . . . . . . . . . . . . . 6,253 13,500 Prepayments. . . . . . . . . . . . . . . . . . . . . 2,263 1,701 TOTAL CURRENT ASSETS . . . . . . . . . . . . 62,352 62,152 REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . 82,946 82,388 DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . 9,395 12,153 TOTAL. . . . . . . . . . . . . . . . . . . $777,174 $772,198 See Notes to Financial Statements. KENTUCKY POWER COMPANY BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - $50 Par Value: Authorized - 2,000,000 Shares Outstanding - 1,009,000 Shares . . . . . . . . . . $ 50,450 $ 50,450 Paid-in Capital. . . . . . . . . . . . . . . . . . . 88,750 78,750 Retained Earnings. . . . . . . . . . . . . . . . . . 88,374 91,381 Total Common Shareholder's Equity. . . . . . 227,574 220,581 First Mortgage Bonds . . . . . . . . . . . . . . . . 179,252 224,235 Notes Payable. . . . . . . . . . . . . . . . . . . . 50,000 - Subordinated Debentures. . . . . . . . . . . . . . . 38,874 38,854 TOTAL CAPITALIZATION . . . . . . . . . . . . 495,700 483,670 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 16,640 15,031 CURRENT LIABILITIES: Long-term Debt Due Within One Year . . . . . . . . . - 29,436 Short-term Debt. . . . . . . . . . . . . . . . . . . 57,025 27,050 Accounts Payable . . . . . . . . . . . . . . . . . . 16,675 21,766 Customer Deposits. . . . . . . . . . . . . . . . . . 3,520 3,704 Taxes Accrued. . . . . . . . . . . . . . . . . . . . 6,175 7,972 Interest Accrued . . . . . . . . . . . . . . . . . . 5,483 5,853 Other. . . . . . . . . . . . . . . . . . . . . . . . 7,706 13,283 TOTAL CURRENT LIABILITIES. . . . . . . . . . 96,584 109,064 DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . 146,363 145,005 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 17,775 18,397 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 4,112 1,031 CONTINGENCIES (Note 3) TOTAL. . . . . . . . . . . . . . . . . . . $777,174 $772,198 See Notes to Financial Statements. KENTUCKY POWER COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . $ 9,125 $ 10,362 Adjustments for Noncash Items: Depreciation and Amortization. . . . . . . . . . . . . . 12,557 12,155 Deferred Federal Income Taxes. . . . . . . . . . . . . . 415 (1,041) Deferred Investment Tax Credits. . . . . . . . . . . . . (622) (629) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . 60 (835) Fuel, Materials and Supplies . . . . . . . . . . . . . . (5,129) 501 Accrued Utility Revenues . . . . . . . . . . . . . . . . 7,247 4,218 Accounts Payable . . . . . . . . . . . . . . . . . . . . (5,091) (3,726) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . (1,797) (519) Other (net). . . . . . . . . . . . . . . . . . . . . . . . (123) (2,624) Net Cash Flows From Operating Activities . . . . . . 16,642 17,862 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . (18,181) (16,827) Proceeds from Sales of Property. . . . . . . . . . . . . . 250 - Net Cash Flows Used For Investing Activities . . . . (17,931) (16,827) FINANCING ACTIVITIES: Capital Contributions from Parent Company. . . . . . . . . 10,000 - Issuance of Long-term Debt . . . . . . . . . . . . . . . . 50,000 38,647 Change in Short-term Debt (net). . . . . . . . . . . . . . 29,975 (28,250) Retirement of Long-term Debt . . . . . . . . . . . . . . . (74,738) - Dividends Paid . . . . . . . . . . . . . . . . . . . . . . (12,132) (11,460) Net Cash Flows From (Used For) Financing Activities. 3,105 (1,063) Net Increase (Decrease) in Cash and Cash Equivalents . . . . 1,816 (28) Cash and Cash Equivalents at Beginning of Period . . . . . . 1,031 879 Cash and Cash Equivalents at End of Period . . . . . . . . . $ 2,847 $ 851 Supplemental Disclosure: Cash paid for interest net of capitalized amounts was $12,114,000 and $11,646,000 and for income taxes was $4,505,000 and $2,027,000 in 1996 and 1995, respectively. Noncash acquisitions under capital leases were $2,831,000 and $1,857,000 in 1996 and 1995, respectively. See Notes to Financial Statements. KENTUCKY POWER COMPANY NOTES TO FINANCIAL STATEMENTS JUNE 30, 1996 (UNAUDITED) 1. GENERAL The accompanying unaudited financial statements should be read in conjunction with the 1995 Annual Report as incorporated in and filed with the Form 10-K. 2. FINANCING ACTIVITIES The Company received from its parent a cash capital contribution of $10 million in March 1996 which was credited to paid-in capital. In April 1996 the Company refinanced $45 million of 7-7/8% first mortgage bonds due in 2002 with the proceeds of two $25 million term loan agreements due in 1999 and 2000 at 6.42% and 6.57% annual interest rates, respectively. The redemption of this series of first mortgage bonds removed the restriction on the use of retained earnings for common stock dividends. 3. CONTINGENCIES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides under certain conditions for the recovery of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. The Company continues to be involved in certain other matters discussed in its 1995 Annual Report. KENTUCKY POWER COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS SECOND QUARTER 1996 vs. SECOND QUARTER 1995 AND YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995 Although revenues increased $6 million or 8% in the comparative second quarter period and $9.3 million or 6% in the comparative year-to-date period, net income decreased 7% or $0.2 million for the quarter and 12% or $1.2 million for the year-to-date period. The net income decrease for the quarter was attributable to increased maintenance and federal income taxes. The net income decrease for the year-to-date period was caused by increased operation expenses, maintenance and federal income taxes and a write-down of certain demand side management program equipment to estimated market value recorded in nonoperating income. Income statement items which changed significantly were: Increase Second Quarter Year-to-Date (in millions) % (in millions) % Operating Revenues . . . . . $ 6.0 8 $ 9.3 6 Fuel Expense . . . . . . . . 1.7 9 2.1 5 Purchased Power Expense. . . 1.8 9 2.0 5 Other Operation Expense. . . - - 2.0 9 Maintenance Expense. . . . . 1.1 17 1.7 12 Federal Income Taxes . . . . 1.3 N.M. 1.8 131 N.M. - Not Meaningful The increase in operating revenues was due to increased energy sales, increased transmission services and the recovery of demand side management costs from retail customers. Energy sales to retail customers rose as customer usage increased in response to colder winter weather and cooler April and warmer May weather. Wholesale energy sales rose mainly due to an increase in energy sales by the AEP System Power Pool (Power Pool) to unaffiliated utilities reflecting the increased weather-related demand for energy. Transmission services provided to an unaffiliated utility under a one year contract that began in January 1996 accounted for the increase in transmission service revenues. Fuel expense rose as a result of increased generation reflecting additional availability in 1996 of the Company's Big Sandy Plant and the increased demand. The increase in purchased power expense in the second quarter and year-to-date periods resulted from increased purchases from unaffiliated utilities for pass-through sales to other unaffiliated utilities, reflecting the unseasonable weather; additional purchases to meet the increased demand from an affiliated company which is not a member of the AEP Power Pool; and increased purchases from the AEP Power Pool to meet increased wholesale energy sales demand. In the year-to-date period other operation expense increased mainly due to increased accruals for incentive pay, demand side program expenses and increased AEP Service Corporation billings for engineering and other professional services. Maintenance expense rose in both comparative periods as a result of an increased level of scheduled steam plant maintenance work at the Big Sandy Plant. The increase in federal income tax expense attributable to operations in both periods was primarily due to increases in pre-tax operating income, changes in certain book/tax differences accounted for on a flow-through basis for ratemaking and financial reporting purposes and the completion of the amortization of deferred federal income taxes in excess of the statutory tax rate as ordered by the Kentucky Public Service Commission. OHIO POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) OPERATING REVENUES . . . . . . . . . . . . . $449,383 $435,976 $954,124 $852,803 OPERATING EXPENSES: Fuel . . . . . . . . . . . . . . . . . . . 144,426 141,301 322,752 272,979 Purchased Power. . . . . . . . . . . . . . 16,175 9,561 31,240 29,803 Other Operation. . . . . . . . . . . . . . 78,985 82,106 161,876 141,806 Maintenance. . . . . . . . . . . . . . . . 42,083 36,302 71,150 71,200 Depreciation and Amortization. . . . . . . 34,369 33,839 68,643 67,729 Taxes Other Than Federal Income Taxes. . . 40,532 41,817 82,735 87,154 Federal Income Taxes . . . . . . . . . . . 25,530 23,180 60,601 46,933 TOTAL OPERATING EXPENSES . . . . . 382,100 368,106 798,997 717,604 OPERATING INCOME . . . . . . . . . . . . . . 67,283 67,870 155,127 135,199 NONOPERATING INCOME. . . . . . . . . . . . . 128 1,702 2,262 5,409 INCOME BEFORE INTEREST CHARGES . . . . . . . 67,411 69,572 157,389 140,608 INTEREST CHARGES . . . . . . . . . . . . . . 23,462 23,774 46,904 47,068 NET INCOME . . . . . . . . . . . . . . . . . 43,949 45,798 110,485 93,540 PREFERRED STOCK DIVIDEND REQUIREMENTS. . . . 2,240 3,893 4,480 7,718 EARNINGS APPLICABLE TO COMMON STOCK. . . . . $ 41,709 $ 41,905 $106,005 $ 85,822 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 (in thousands) BALANCE AT BEGINNING OF PERIOD . . . . . . . $546,611 $492,248 $518,029 $483,222 NET INCOME . . . . . . . . . . . . . . . . . 43,949 45,798 110,485 93,540 DEDUCTIONS: Cash Dividends Declared: Common Stock . . . . . . . . . . . . . . 35,714 34,857 71,428 69,714 Cumulative Preferred Stock . . . . . . . 2,194 3,825 4,388 7,650 Capital Stock Expense. . . . . . . . . . . 47 34 93 68 BALANCE AT END OF PERIOD . . . . . . . . . . $552,605 $499,330 $552,605 $499,330 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) June 30, December 31, 1996 1995 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production . . . . . . . . . . . . . . . . . . . . . . . . $2,537,828 $2,534,893 Transmission . . . . . . . . . . . . . . . . . . . . . . . 806,518 798,854 Distribution . . . . . . . . . . . . . . . . . . . . . . . 844,410 833,944 General (including mining assets). . . . . . . . . . . . . 689,601 688,253 Construction Work in Progress. . . . . . . . . . . . . . . 69,682 59,278 Total Electric Utility Plant . . . . . . . . . . . 4,948,039 4,915,222 Accumulated Depreciation and Amortization. . . . . . . . . 2,160,821 2,091,148 NET ELECTRIC UTILITY PLANT . . . . . . . . . . . . 2,787,218 2,824,074 OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . . . . 107,439 107,510 CURRENT ASSETS: Cash and Cash Equivalents. . . . . . . . . . . . . . . . . 74,385 44,000 Accounts Receivable (net). . . . . . . . . . . . . . . . . 198,284 199,293 Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,027 126,952 Materials and Supplies . . . . . . . . . . . . . . . . . . 78,084 80,468 Accrued Utility Revenues . . . . . . . . . . . . . . . . . 36,948 40,100 Prepayments. . . . . . . . . . . . . . . . . . . . . . . . 58,755 42,286 TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . 584,483 533,099 REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . . . . 547,796 562,329 DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . . . . 89,066 129,552 TOTAL. . . . . . . . . . . . . . . . . . . . . . $4,116,002 $4,156,564 See Notes to Consolidated Financial Statements. OHIO POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 1996 1995 (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. . . . . . . . . . . . . . . . . . . . . . 459,567 459,474 Retained Earnings. . . . . . . . . . . . . . . . . . . . . 552,605 518,029 Total Common Shareholder's Equity. . . . . . . . . 1,333,373 1,298,704 Cumulative Preferred Stock: Not Subject to Mandatory Redemption. . . . . . . . . . . 41,240 41,240 Subject to Mandatory Redemption. . . . . . . . . . . . . 115,000 115,000 Long-term Debt . . . . . . . . . . . . . . . . . . . . . . 1,049,175 1,138,425 TOTAL CAPITALIZATION . . . . . . . . . . . . . . . 2,538,788 2,593,369 OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . . . . 225,818 214,726 CURRENT LIABILITIES: Long-term Debt Due Within One Year . . . . . . . . . . . . 20,673 89,207 Short-term Debt. . . . . . . . . . . . . . . . . . . . . . 117,921 9,400 Accounts Payable . . . . . . . . . . . . . . . . . . . . . 77,215 102,580 Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . . 138,227 161,430 Interest Accrued . . . . . . . . . . . . . . . . . . . . . 19,668 20,807 Obligations Under Capital Leases . . . . . . . . . . . . . 24,665 25,172 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 72,305 80,507 TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . 470,674 489,103 DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . . . . 726,701 731,959 DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . . . . 48,166 49,860 DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . . . . 105,855 77,547 CONTINGENCIES (Note 3) TOTAL. . . . . . . . . . . . . . . . . . . . . . $4,116,002 $4,156,564 See Notes to Consolidated Financial Statements. OHIO POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 110,485 $ 93,540 Adjustments for Noncash Items: Depreciation, Depletion and Amortization . . . . . . . . . . 82,863 75,004 Deferred Federal Income Taxes. . . . . . . . . . . . . . . . 1,180 19,058 Deferred Fuel Costs (net). . . . . . . . . . . . . . . . . . (2,368) (10,006) Amortization of Deferred Property Taxes. . . . . . . . . . . 39,099 38,682 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net). . . . . . . . . . . . . . . . . . 1,009 (18,205) Fuel, Materials and Supplies . . . . . . . . . . . . . . . . (8,691) (24,309) Accrued Utility Revenues . . . . . . . . . . . . . . . . . . 3,152 3,547 Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . (16,469) (18,371) Accounts Payable . . . . . . . . . . . . . . . . . . . . . . (25,365) (41,599) Taxes Accrued. . . . . . . . . . . . . . . . . . . . . . . . (23,203) (45,811) Other (net). . . . . . . . . . . . . . . . . . . . . . . . . . 33,939 11,763 Net Cash Flows From Operating Activities . . . . . . . . 195,631 83,293 INVESTING ACTIVITIES: Construction Expenditures. . . . . . . . . . . . . . . . . . . (44,831) (56,777) Proceeds from Sale of Property and Other . . . . . . . . . . . 5,529 1,601 Net Cash Flows Used For Investing Activities . . . . . . (39,302) (55,176) FINANCING ACTIVITIES: Change in Short-term Debt (net). . . . . . . . . . . . . . . . 108,521 74,115 Retirement of Long-term Debt . . . . . . . . . . . . . . . . . (158,649) - Dividends Paid on Common Stock . . . . . . . . . . . . . . . . (71,428) (69,714) Dividends Paid on Cumulative Preferred Stock . . . . . . . . . (4,388) (7,650) Net Cash Flows Used For Financing Activities . . . . . . (125,944) (3,249) Net Increase in Cash and Cash Equivalents. . . . . . . . . . . . 30,385 24,868 Cash and Cash Equivalents at Beginning of Period . . . . . . . . 44,000 30,700 Cash and Cash Equivalents at End of Period . . . . . . . . . . . $ 74,385 $ 55,568 Supplemental Disclosure: Cash paid for interest net of capitalized amounts was $46,627,000 and $45,880,000 and for income taxes was $39,244,000 and $34,447,000 in 1996 and 1995, respectively. Noncash acquisitions under capital leases were $14,108,000 and $17,504,000 in 1996 and 1995, respectively. See Notes to Consolidated Financial Statements. OHIO POWER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 (UNAUDITED) 1. GENERAL The accompanying unaudited consolidated financial state-ments should be read in conjunction with the 1995 Annual Report as incorporated in and filed with the Form 10-K. 2. FINANCING ACTIVITY During the first six months of 1996, the Company and a subsidiary retired three series of long-term debt at maturity: $8 million of 5-1/8% Series Sinking Fund Debentures, $39 million of 5% Series First Mortgage Bonds and $8 million of 5.79% Notes Payable. The Company also retired six series of long-term debt before maturity in 1996: four series of first mortgage bonds totaling $94 million with rates ranging from 7-5/8% to 9-7/8% and two series of sinking fund debentures totaling $9 million with rates of 6-5/8% and 7-7/8%. As a result of the early redemption of the 9-7/8% Series First Mortgage Bonds due in 2020, the restriction on the use of retained earnings for common stock dividends was reduced from $156.5 million to $23.9 million. 3. CONTINGENCIES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides under certain conditions for the recovery of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. The Company continues to be involved in certain other matters discussed in the 1995 Annual Report. OHIO POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION SECOND QUARTER 1996 vs. SECOND QUARTER 1995 AND YEAR-TO-DATE 1996 vs. YEAR-TO-DATE 1995 RESULTS OF OPERATIONS Although energy sales increased 16% in the comparative second quarter, net income decreased 4% or $1.8 million due to the effect on comparable net income of an $8.3 million after tax adjustment to revenues recorded in June 1995 under a major industrial contract. Net income increased 18% or $16.9 million in the comparative year-to-date period primarily due to a 27% increase in energy sales. Income statement items which changed significantly were: Increase (Decrease) Second Quarter Year-to-Date (in millions) % (in millions) % Operating Revenues . . . . $ 13.4 3 $101.3 12 Fuel Expense . . . . . . . 3.1 2 49.8 18 Purchased Power Expense. . 6.6 69 1.4 5 Other Operation Expense. . (3.1) (4) 20.1 14 Maintenance Expense. . . . 5.8 16 (0.1) - Federal Income Taxes . . . 2.3 10 13.7 29 Operating revenues increased in both periods as a result of increased energy sales, which more than offset the effect of the 1995 adjustment to industrial revenues, and a retail rate increase in the year-to-date period. Sales volume to wholesale customers was up 52% in the second quarter of 1996 and 98% in the year-to-date period primarily due to an increase in energy supplied to the AEP System Power Pool (Power Pool) reflecting increased weather-related demand of affiliated members of the Power Pool and, in the year-to-date period, the increased availability of the Company's two Gavin Plant generating units. The Gavin units had been out-of-service for extended periods during the first three months of 1995 for maintenance and the installation of flue gas desulfurization systems (scrubbers). Wholesale energy sales by the Power Pool to unaffiliated utilities also increased in both comparative periods largely as a result of unseasonable weather. Retail energy sales increased 2% in the comparative second quarter period and 3% in the comparative year-to-date period reflecting increased energy sales in all major retail customer classes largely as a result of increased usage due to unseasonable weather and growth in the number of customers. A retail base rate increase in March 1995 also contributed to the higher revenues in the comparative year-to-date period. The increase in fuel expense in both periods was mainly due to increased generation resulting from the higher demand for energy and, in the year-to-date period, the increased availability of the Gavin Plant units. Increased energy purchases from unaffiliated utilities for pass-through sales to other unaffiliated utilities as a result of the unseasonable weather in 1996 was the major reason for the substantial increase in purchased power expense in the comparative second quarter period. Other operation expense declined in the second quarter of 1996 reflecting reduced steam generation expenses as a result of a scheduled outage in 1996 at both of the Gavin units for inspection and repairs. The increase in other operation expense during the first six months of this year was primarily due to rent and other operating costs of the recently installed Gavin Plant scrubbers and the amortization, commensurate with recovery in rates, of previously deferred Gavin scrubber expenses. The increase in maintenance expense in the comparative second quarter period was due to the 1996 maintenance outage at both of the Gavin units. The increase in both periods in federal income tax expense attributable to operations was due to an increase in pre-tax operating income and in the comparative second quarter period due to changes in certain book/tax differences accounted for on a flow-through basis for ratemaking and financial reporting purposes. FINANCIAL CONDITION Total plant and property additions including capital leases for the first six months of 1996 were $59 million. During the first six months of 1996, the Company and a subsidiary retired $158 million principal amount of long-term debt with interest rates ranging from 5% to 9-7/8% and increased short-term debt by $109 million. As a result of the early redemption of the remaining $2.5 million outstanding balance of the 9-7/8% Series First Mortgage Bonds due in 2020, the restriction on the use of retained earnings for common stock dividends was reduced from $156.5 million to $23.9 million. NEW FERC RULES On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued two Final Rules regarding open access transmission and stranded cost recovery in the wholesale market. In the open access final rule, all public utilities with transmission lines are required to file non-discriminatory open access tariffs that offer non-affiliated wholesale customers the same transmission service at the same terms and costs as they provide to themselves and their affiliates. The Company adopted with FERC approval a non-discriminatory open access transmission tariff in 1995 under the provisions of a proposed FERC rule and as required by the new open access rule filed a new non-discriminatory open access transmission tariff that is basically the same as the previously filed open access transmission tariff. The open access final rule also provides under certain conditions for the recovery of stranded costs from a utility's departing wholesale customers -- that is costs that were prudently incurred to serve departing wholesale customers that would go unrecovered if these customers use open access to move to another supplier. The other final rule provides for the manner in which the open access rule will be administered. Management does not expect these final rules to adversely impact financial condition. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Indiana Michigan Power Company ("I&M") Reference is made to page 20 of the Annual Report on Form 10-K for the year ended December 31, 1995 ("1995 10-K") for a discussion of a petition for review filed by I&M and other unaffiliated utilities in the U.S. Court of Appeals for the District of Columbia Circuit regarding nuclear waste disposal. On July 23, 1996, the court ruled that the Nuclear Waste Policy Act of 1982 imposes on the U.S. Department of Energy ("DOE") an unconditional obligation to begin acceptance of spent nuclear fuel and high level radioactive waste by January 31, 1998. The court did not determine an appropriate remedy, holding that DOE has not yet defaulted upon either its statutory or contractual obligations. American Electric Power Company, Inc. ("AEP") and Ohio Power Company ("OPCo") Reference is made to pages 25, 26 and 34 of the 1995 10-K and page II-1 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 for a discussion of proceedings instituted by the U.S. Environmental Protection Agency ("Federal EPA"), and the settlement thereof, which alleged that OPCo's Kammer Plant was operating in violation of applicable federally enforceable air pollution control requirements for sulfur dioxide since January 1, 1989. On May 20, 1996, the U.S. District Court for the Northern District of West Virginia entered an order approving the consent decree. Appalachian Power Company ("APCo") Reference is made to page 33 of the 1995 10-K for a discus- sion of a complaint filed against APCo and Global Power Company, an independent contractor retained by APCo, by Federal EPA related to an asbestos abatement project at APCo's Kanawha River Plant. APCo and Global have entered into a Consent Agreement, dated July 30, 1996, with Federal EPA to settle this matter by paying a civil penalty of $58,000, which shall be shared by APCo and Global. Item 4. Submission of Matters to a Vote of Security Holders. AEP The annual meeting of shareholders was held in Columbus, Ohio on April 24, 1996. The holders of shares entitled to vote at the meeting or their proxies cast votes at the meeting with respect to the following two matters, as indicated below: 1. Election of 12 directors to hold office until the next annual meeting and until their successors are duly elected. Each nominee for director was elected by a vote of the shareholders as follows: II-1 Number of Shares Number of Nominee Voted For Votes Withheld Peter J. DeMaria 142,522,136 2,086,655 E. Linn Draper, Jr. 142,496,525 2,112,266 Robert M. Duncan 142,377,695 2,231,096 Robert W. Fri 142,359,083 2,249,708 Arthur G. Hansen 142,312,097 2,296,694 Lester A. Hudson, Jr. 142,491,624 2,117,167 Gerald P. Maloney 142,534,248 2,074,543 Angus E. Peyton 142,435,230 2,173,561 Donald G. Smith 142,496,778 2,112,013 Linda Gillespie Stuntz 142,009,723 2,599,068 Morris Tanenbaum 142,406,307 2,202,484 Ann Haymond Zwinger 142,300,604 2,308,187 2. Approve the appointment by the Board of Directors of Deloitte & Touche LLP as independent auditors of AEP for the year 1996. The proposal was approved by a vote of the shareholders as follows: Votes FOR 142,603,261 Votes AGAINST 870,975 Votes ABSTAINED 1,134,555 Broker NON-VOTES* 0 *A non-vote occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. APCo The annual meeting of stockholders was held on April 23, 1996 at 1 Riverside Plaza, Columbus, Ohio. At the meeting, 13,499,500 votes were cast FOR each of the following seven persons for election as directors and there were no votes with- held and such persons were elected directors to hold office for one year or until their successors are elected and qualify: Peter J. DeMaria Gerald P. Maloney E. Linn Draper, Jr. James J. Markowsky Henry W. Fayne Joseph H. Vipperman William J. Lhota No other business was transacted at the meeting. I&M The annual meeting of stockholders was held on April 23, 1996 at 1 Riverside Plaza, Columbus, Ohio. At the meeting, 1,400,000 votes were cast FOR each of the following thirteen persons for election as directors and there were no votes with- held and such persons were elected directors to hold office for one year or until their successors are elected and qualify: C. R. Boyle, III James J. Markowsky G. A. Clark Albert H. Potter Peter J. DeMaria David B. Synowiec William N. D'Onofrio Dale M. Trenary E. Linn Draper, Jr. Joseph H. Vipperman William J. Lhota William E. Walters Gerald P. Maloney No other business was transacted at the meeting. II-2 OPCo The annual meeting of shareholders was held on May 7, 1996 at 1 Riverside Plaza, Columbus, Ohio. At the meeting, 27,952,478 votes were cast FOR each of the following seven persons for elec- tion as directors and there were no votes withheld and such per- sons were elected directors to hold office for one year or until their successors are elected and qualify: Peter J. DeMaria Gerald P. Maloney E. Linn Draper, Jr. James J. Markowsky Henry W. Fayne Joseph H. Vipperman William J. Lhota No other business was transacted at the meeting. Item 5. Other Information. APCo Reference is made to pages 9 and 10 of the 1995 10-K for a discussion of competition and restructuring in the electric utility industry and an order by the Virginia State Corporation Commission ("Virginia SCC") directing its staff to conduct an investigation in this regard. On July 31, 1996, the staff issued its report which concludes that "it is unnecessary and inadvis- able to implement a massive restructuring of the industry at this juncture." The staff indicated that "because Virginia is a low cost state, the staff believes there may be little to gain and much to lose by being on the leading edge of a restructuring movement." Reference is made to pages 11 and 12 of the 1995 10-K for a discussion of APCo's proposed new transmission facilities. On June 18, 1996, the U.S. Forest Service ("Forest Service") re- leased a Draft Environmental Impact Statement ("EIS"). The Forest Service preliminarily identified a "No Action Alternative" as its preferred alternative. If this alternative is incorpo- rated in the Final EIS, APCo would not be authorized to cross the federally-administered lands of the Forest Service with the pro- posed transmission line. Given the findings set forth in the Draft EIS and the preliminary position of the Forest Service, APCo cannot presently predict the schedule for completion of the state and federal permitting process. On July 25, 1996, the Virginia SCC issued an order extending indefinitely the date for filing comments and suspending its pro- ceeding on the transmission line due to the findings of the Draft EIS. However, the Virginia SCC ordered APCo to file, on or be- fore December 1, 1996, a proposal detailing its intentions with regard to meeting the need for major additional transmission capacity identified in the Virginia SCC's interim order of December 13, 1995. APCo and Kentucky Power Company ("KEPCo") Reference is made to page 12 of the 1995 10-K for a discus- sion of APCo's and KEPCo's proposed transmission system improve- ment project. The Kentucky Public Service Commission approved the project in its order dated June 11, 1996. Construction is scheduled to begin in October 1996. II-3 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: AEP, APCo and OPCo Exhibit 10 - American Electric Power System Manage- ment Incentive Compensation Plan - 1996. APCo, Columbus Southern Power Company ("CSPCo"), I&M, KEPCo and OPCo Exhibit 12 - Statement re: Computation of Ratios. AEP, AEP Generating Company ("AEGCo"), APCo, CSPCo, I&M, KEPCo and OPCo Exhibit 27 - Financial Data Schedule. (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 June 30, 1996. II-4 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. 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, Controller and Secretary AEP GENERATING COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Controller APPALACHIAN POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Controller COLUMBUS SOUTHERN POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Controller INDIANA MICHIGAN POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Controller KENTUCKY POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Controller OHIO POWER COMPANY G.P. Maloney P.J. DeMaria G.P. Maloney, Vice President P.J. DeMaria, Vice President and Controller Date: August 13, 1996 II-5