MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS Net Income Increases Net income increased by $166 million in 1994 due to the effect of a $144.5 million after tax loss recorded in 1993 as a result of a disallowance of a portion of the Company's investment in its Zimmer Plant. Excluding the 1993 disallowance, net income would have increased by $21 million in 1994 due to the favorable impact of increased retail energy sales reflecting unseasonable weather in January and June 1994 and the refinancing of debt at lower interest rates. Operating Revenues Increase Operating revenues for 1994 increased $77.5 million or 8.1%. The components of the change in revenues were as follows: Increase (Decrease) (dollars in millions) From Previous Year Amount % Retail: Price variance . . . . . . . . $66.6 Volume variance. . . . . . . . 6.0 Fuel Cost Recoveries . . . . . (2.0) 70.6 8.2 Wholesale: Price variance . . . . . . . . 7.6 Volume variance. . . . . . . . (3.7) 3.9 5.2 Other Operating Revenues. . . . . 3.0 Total . . . . . . . . . . . . . $77.5 8.1 Retail revenues increased primarily due to a rate increase granted in February 1994. The Public Utilities Commission of Ohio (PUCO) granted a 7.11% increase in rates effective February 1, 1994 as a result of a November 1993 Ohio Supreme Court ruling that the PUCO did not have authority under state law to order a rate phase-in for the Zimmer Plant. The increase includes a 3.72% base rate increase, which represents the acceleration of the final step of the court rejected rate phase-in plan, and a 3.39% surcharge, which provides for recovery of $96.9 million of previous deferrals under the phase-in plan and a return thereon, to be collected until the deferrals are recovered which is expected to be in 1998. The rate increase has no effect on net income since it is offset by the amortization of prior year phase-in plan deferrals and the cessation of current year deferrals which would have occurred had the phase-in plan continued in effect. Wholesale revenues increased 5.2% reflecting higher sales to the AEP System Power Pool (Power Pool) due to increased availability of several Conesville Plant generating units in 1994 compared with 1993 and an increase in take-or-pay capacity charges to unaffiliated utilities. Capacity charges are to reserve a specified quantity of generating capacity and are collected even when the energy is not taken. The increase in capacity charges resulted from an increase in capacity reserved under a long-term contract and the short-term contract sale of capacity to unaffiliated utilities in the summer of 1994 due to the forced outage of an unaffiliated generating unit. However, the increase in capacity reservation did not have a corresponding increase in energy sales due to mild weather throughout most of 1994. While severe winter weather in January 1994 and extremely hot June weather increased short-term wholesale sales in those months, the mild weather throughout the remainder of 1994 combined with increased competition in the wholesale market reduced short-term sales for the year. Operating Expenses Increase Operating expenses increased $41.8 million or 5.2% in 1994. Changes in the components of operating expenses were as follows: Increase (Decrease) (dollars in millions) From Previous Year Amount % Fuel. . . . . . . . . . . . . . . $ 17.4 9.3 Purchased Power . . . . . . . . . (25.4) (15.9) Other Operation . . . . . . . . . 4.7 2.8 Maintenance . . . . . . . . . . . 0.1 0.1 Depreciation. . . . . . . . . . . (1.7) (2.0) Amortization of Zimmer Plant Phase-in Costs. . . . . . . . . 36.0 N.M. Taxes Other Than Federal Income Taxes. . . . . . . . . . 3.3 3.3 Federal Income Taxes. . . . . . . 7.4 18.7 Total Operating Expenses. . . . $41.8 5.2 The increase in fuel expense was due to an increase in net generation reflecting the full availability in 1994 of three units that had been out of service for scheduled maintenance in the second quarter of 1993. Purchased power expense decreased due to the reduction in wholesale energy demand caused by the cooler late summer weather and mild fall weather as well as the increase in net generation. The amortization of Zimmer Plant phase-in costs increased sharply due to the court ordered discontinuance of Zimmer phase-in plan deferrals in February 1994 and the subsequent amortization of the deferred costs, commensurate with their recovery. Federal income tax expense attributable to operations increased primarily due to the increase in pre-tax operating income offset in part by changes in certain book/tax differences accounted for on a flow-through basis and adjustments associated with the audit of prior years' tax returns. Deferred Zimmer Plant Carrying Charges The decrease in deferred Zimmer Plant carrying charges in 1994 resulted from the cessation of deferrals commensurate with inclusion of the full plant investment in rate base effective February 1, 1994. The amortization of the deferrals is included in depreciation and amortization expense. Interest Expense Decreases Interest expense declined due to the refinancing program throughout 1993 and in the first quarter of 1994 that refinanced $200 million of long-term debt at lower interest rates and retired $19.7 million of long-term debt in 1994. INDEPENDENT AUDITORS' REPORT To the Shareowners and Board of Directors of Columbus Southern Power Company: We have audited the accompanying consolidated balance sheets of Columbus Southern Power Company and its subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, retained earnings, and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Columbus Southern Power Company and its subsidiaries as of December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP Columbus, Ohio February 21, 1995 Consolidated Statements of Income Year Ended December 31, 1994 1993 1992 (in thousands) OPERATING REVENUES $1,031,151 $953,652 $843,996 OPERATING EXPENSES: Fuel 204,210 186,761 188,077 Purchased Power 134,540 159,979 137,718 Other Operation 175,102 170,397 160,008 Maintenance 71,629 71,537 54,533 Depreciation 83,180 84,883 76,710 Amortization (Deferral) of Zimmer Plant Phase-in Costs 27,144 (8,913) (9,346) Taxes Other Than Federal Income Taxes 102,672 99,348 94,714 Federal Income Taxes 46,806 39,444 19,267 TOTAL OPERATING EXPENSES 845,283 803,436 721,681 OPERATING INCOME 185,868 150,216 122,315 NONOPERATING INCOME: Deferred Zimmer Plant Carrying Charges (net of tax) 5,604 25,343 41,901 Other 1,426 2,000 5,269 TOTAL NONOPERATING INCOME 7,030 27,343 47,170 Loss From Zimmer Plant Disallowance: Disallowed Cost - 159,067 - Related Income Taxes - (14,534) - NET ZIMMER LOSS - 144,533 - INCOME BEFORE INTEREST CHARGES 192,898 33,026 169,485 INTEREST CHARGES 83,053 88,924 93,241 NET INCOME (LOSS) 109,845 (55,898) 76,244 PREFERRED STOCK DIVIDEND REQUIREMENTS 12,084 11,062 10,220 EARNINGS (LOSS) APPLICABLE TO COMMON STOCK $ 97,761 $(66,960) $ 66,024 See Notes to Consolidated Financial Statements. Consolidated Balance Sheets December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production $1,461,484 $1,443,506 Transmission 306,744 295,539 Distribution 797,570 755,342 General 111,623 97,874 Construction Work in Progress 52,156 52,794 Total Electric Utility Plant 2,729,577 2,645,055 Accumulated Depreciation 884,237 811,817 NET ELECTRIC UTILITY PLANT 1,845,340 1,833,238 OTHER PROPERTY AND INVESTMENTS 26,744 34,558 CURRENT ASSETS: Cash and Cash Equivalents 14,065 6,633 Accounts Receivable: Customers 41,056 42,906 Affiliated Companies 4,624 1,084 Miscellaneous 10,025 8,098 Allowance for Uncollectible Accounts (1,768) (991) Fuel - at average cost 28,060 32,257 Materials and Supplies - at average cost 24,923 25,772 Accrued Utility Revenues 31,595 28,889 Prepayments 31,241 30,235 TOTAL CURRENT ASSETS 183,821 174,883 REGULATORY ASSETS 475,019 479,672 DEFERRED CHARGES 63,418 60,320 TOTAL $2,594,342 $2,582,671 See Notes to Consolidated Financial Statements. December 31, 1994 1993 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - No Par Value: Authorized - 24,000,000 Shares Outstanding - 16,410,426 Shares $ 41,026 $ 41,026 Paid-in Capital 565,642 566,046 Retained Earnings 46,976 18,288 Total Common Shareowner's Equity 653,644 625,360 Cumulative Preferred Stock - Subject to Mandatory Redemption 150,000 125,000 Long-term Debt 917,608 997,013 TOTAL CAPITALIZATION 1,721,252 1,747,373 OTHER NONCURRENT LIABILITIES 25,861 17,189 CURRENT LIABILITIES: Long-term Debt Due Within One Year 80,000 20,700 Short-term Debt - 25,225 Accounts Payable - General 34,934 37,258 Accounts Payable - Affiliated Companies 14,057 13,289 Taxes Accrued 113,362 114,233 Interest Accrued 18,923 23,245 Other 37,521 22,189 TOTAL CURRENT LIABILITIES 298,797 256,139 DEFERRED FEDERAL INCOME TAXES 467,593 474,290 DEFERRED INVESTMENT TAX CREDITS 64,597 68,533 DEFERRED CREDITS 16,242 19,147 COMMITMENTS AND CONTINGENCIES (Note 3) TOTAL $2,594,342 $2,582,671 Consolidated Statements of Cash Flows Year Ended December 31, 1994 1993 1992 (in thousands) OPERATING ACTIVITIES: Net Income (Loss) $ 109,845 $ (55,898) $ 76,244 Adjustments for Noncash Items: Depreciation 82,795 84,462 84,755 Deferred Federal Income Taxes (2,132) 10,167 36,908 Deferred Investment Tax Credits (3,929) (5,471) (4,787) Deferred Fuel Costs (net) 2,247 3,659 (4,236) Deferred Zimmer Plant Operating Expenses and Carrying Charges 19,156 (46,475) (77,532) Loss from Zimmer Plant Disallowance - 159,067 - Changes in Certain Current Assets and Liabilities: Special Deposits - Restricted Funds - 1,293 17,612 Accounts Receivable (net) (2,840) (8,030) 3,540 Fuel, Materials and Supplies 5,046 1,428 6,091 Accrued Utility Revenues (2,706) (12,599) (4,586) Accounts Payable (1,556) 3,336 (8,068) Other (net) (11,382) (407) (2,056) Net Cash Flows From Operating Activities 194,544 134,532 123,885 INVESTING ACTIVITIES: Construction Expenditures (80,973) (88,605) (76,262) Proceeds from Sale and Leaseback Transactions and Other 2,606 2,659 - Net Cash Flows Used For Investing Activities (78,367) (85,946) (76,262) FINANCING ACTIVITIES: Capital Contributions from Parent Company - - 20,000 Issuance of Cumulative Preferred Stock 24,596 - 49,448 Issuance of Long-term Debt 198,298 197,722 251,046 Retirement of Long-term Debt (225,834) (166,166) (278,918) Change in Short-term Debt (net) (25,225) (28,594) (12,381) Dividends Paid on Common Stock (68,788) (42,175) (68,760) Dividends Paid on Cumulative Preferred Stock (11,792) (11,062) (9,564) Net Cash Flows Used For Financing Activities (108,745) (50,275) (49,129) Net Increase (Decrease) in Cash and Cash Equivalents 7,432 (1,689) (1,506) Cash and Cash Equivalents January 1 6,633 8,322 9,828 Cash and Cash Equivalents December 31 $ 14,065 $ 6,633 $ 8,322 See Notes to Consolidated Financial Statements. Consolidated Statements of Retained Earnings Year Ended December 31, 1994 1993 1992 (in thousands) Retained Earnings January 1 $ 18,288 $127,562 $130,765 Net Income (Loss) 109,845 (55,898) 76,244 128,133 71,664 207,009 Deductions: Cash Dividends Declared: Common Stock 68,788 42,175 68,760 Cumulative Preferred Stock: 7% Series 1,167 - - 7-7/8% Series 3,938 3,937 3,423 9.50% Series 7,125 7,125 7,125 Total Cash Dividends Declared 81,018 53,237 79,308 Other 139 139 139 Total Deductions 81,157 53,376 79,447 Retained Earnings December 31 $ 46,976 $ 18,288 $127,562 See Notes to Consolidated Financial Statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: Organization Columbus Southern Power Company (the Company or CSPCo) is a wholly-owned subsidiary of American Electric Power Company, Inc. (AEP Co., Inc.), a public utility holding company. The Company is engaged in the generation, purchase, transmission and distribution of electric power in central and southern Ohio. As a member of the American Electric Power (AEP) System Power Pool (Power Pool) and a signatory company to the AEP Transmission Equalization Agreement, CSPCo's facilities are operated in conjunction with the facilities of certain other AEP affiliated utilities as an integrated utility system. The Company's three wholly-owned subsidiaries are: Conesville Coal Prepa- ration Company (CCPC) which provides coal washing services for one of the Company's generating stations; Simco Inc. which is engaged in leasing a coal conveyor system to CCPC; and Colomet, Inc. which is engaged in real estate activities for its parent. Regulation As a member of the AEP System, CSPCo is subject to the regulation of the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935 (1935 Act). Retail rates are regulated by the Public Utilities Commission of Ohio (PUCO). The Federal Energy Regulatory Commission (FERC) regulates wholesale rates. Principles of Consolidation The consolidated financial statements include CSPCo and its wholly-owned subsidiaries. Significant intercompany items are eliminated in consol- idation. Basis of Accounting As a cost-based rate-regulated entity, CSPCo's financial statements reflect the actions of regulators that result in the recognition of revenues and expenses in different time periods than do enterprises that are not rate regulated. In accordance with Statement of Financial Accounting Standards (SFAS) No. 71, Accounting for the Effects of Certain Types of Regulation, regulatory assets and liabilities are recorded and represent regulator approved deferred expenses and revenues, respectively, resulting from the rate-making process. Such deferrals are amortized commensurate with their inclusion in rates (revenues). Utility Plant Electric utility plant is stated at original cost and is generally subject to first mortgage liens. Additions, major replacements and betterments are added to the plant accounts. Retirements from the plant accounts and associated removal costs, net of salvage, are deducted from accumulated depreciation. The costs of labor, materials and overheads incurred to operate and maintain utility plant are included in operating expenses. Allowance for Funds Used During Construction (AFUDC) AFUDC is a noncash nonoperating income item that is recovered with regulator approval over the service life of utility plant through depreciation and represents the estimated cost of borrowed and equity funds used to finance construction projects. The average rates used to accrue AFUDC were 7.25%, 4.75% and 3.75% in 1994, 1993 and 1992, respectively, and the amounts of AFUDC accrued were $1.2 million in 1994 and 1993 and $0.5 million in 1992. Depreciation Depreciation is provided on a straight line basis over the estimated useful lives of utility plant and is calculated largely through the use of composite rates by functional class as follows: Functional Class Composite of Property Annual Rates Production 3.2% Transmission 2.3% Distribution 3.7% General 3.5% Amounts to be used for removal of plant are recovered through depreciation charges included in rates. Cash and Cash Equivalents Cash and cash equivalents include temporary cash investments with original maturities of three months or less. Sale of Receivables Under an agreement that expires in 1995, CSPCo can sell up to $50 million of undivided interests in designated pools of accounts receivable and accrued utility revenues with limited recourse. As collections reduce previously sold pools, interests in new pools are sold. At December 31, 1994 and 1993, $50 million remained to be collected and remitted to the buyer. Operating Revenues Revenues include the accrual of electricity consumed but unbilled at month-end as well as billed revenues. Fuel Costs Changes in retail jurisdictional fuel cost are deferred until reflected in revenues in later months through a PUCO fuel cost recovery mechanism. Wholesale jurisdictional fuel cost changes are expensed and billed as incurred. Income Taxes The Company follows the liability method of accounting for income taxes as prescribed by SFAS 109, Accounting for Income Taxes. Under the liability method, deferred income taxes are provided for all temporary differences between book cost and tax basis of assets and liabilities which will result in a future tax consequence. Where the flow-through method of accounting for temporary differences is reflected in rates, regulatory assets and liabilities are recorded in accordance with SFAS 71. Investment Tax Credits The Company's policy was to account for investment tax credits under the flow-through method except where regulatory commissions reflected investment tax credits in the rate-making process on a deferral basis. Commensurate with rate treatment deferred investment tax credits are being amortized over the life of the related plant investment. Debt and Preferred Stock Gains and losses on reacquired debt are deferred and amortized over the remaining term of the reacquired debt in accordance with rate-making treatment. If the debt is refinanced the reacquisition costs are deferred and amortized over the term of the replacement debt commensurate with their recovery in rates. Debt discount or premium and debt issuance expenses are amortized over the term of the related debt, with the amortization included in interest charges. Redemption premiums paid to reacquire preferred stock are deferred and amortized in accordance with rate-making treatment. Other Property and Investments Other property and investments are stated at cost. Reclassifications Certain prior-period amounts were reclassified to conform with current- period presentation. 2. EFFECTS OF REGULATION AND THE ZIMMER PHASE-IN PLAN: The consolidated financial statements include assets and liabilities recorded in accordance with regulatory actions to match expenses and revenues in cost-based rates. Regulatory assets are expected to be recovered in future periods through the rate-making process and regulatory liabilities are expected to reduce future rate recoveries. The Company's regulatory assets and liabilities are comprised of the following: December 31, 1994 1993 (in thousands) Regulatory Assets: Amounts Due From Customers For Future Federal Income Taxes $286,079 $290,644 Zimmer Plant Phase-in Plan Deferrals 75,394 93,907 Deferred Zimmer Plant Carrying Charges 43,003 43,003 Unamortized Loss On Reacquired Debt 34,839 31,632 Other 35,704 20,486 Total Regulatory Assets $475,019 $479,672 Regulatory Liabilities: Deferred Investment Tax Credits $64,597 $68,533 Other Regulatory Liabilities* 13,123 16,357 Total Regulatory Liabilities $77,720 $84,890 * Included in Deferred Credits on the Consolidated Balance Sheets. The Zimmer Plant is a 1,300 mw coal-fired plant which commenced commercial operation in 1991. CSPCo owns 25.4% of the plant with the remainder owned by two unaffiliated companies. In May 1992 the PUCO issued an order providing for a phased-in rate increase of $123 million for the new Zimmer Plant to be implemented in three steps over a two-year period and disallowed $165 million of Zimmer Plant investment. CSPCo appealed the PUCO ordered Zimmer disallowance and phase-in plan to the Ohio Supreme Court. In November 1993 the Supreme Court issued a decision on CSPCo's appeal affirming the disallowance and finding that the PUCO did not have statutory authority to order phased-in rates. The Court instructed the PUCO to fix rates to provide gross annual revenues in accordance with the law and to provide a mechanism to recover the revenues deferred under the phase-in order. As a result of the ruling, 1993 net income was reduced by $144.5 million after tax to reflect the disallowance and in January 1994, the PUCO approved a 7.11% rate increase effective February 1, 1994. The increase is comprised of a 3.72% base rate increase to complete the rate increase phase-in and a temporary 3.39% surcharge, which will be in effect until the deferred revenues are recovered, estimated to be 1998. In 1994 $18.5 million of net phase-in deferrals were collected through the surcharge. In 1993 and 1992, $47.9 million and $46 million, respectively, were deferred under the phase-in plan. The recovery of amounts deferred under the phase-in plan and the increase in rates to the full rate level did not affect net income. From the in-service date of March 1991 until rates went into effect in May 1992 deferred carrying charges of $43 million were recorded on the Zimmer Plant investment. Recovery of the deferred carrying charges will be sought in the next PUCO base rate proceeding in accordance with the PUCO accounting order that authorized the deferral. 3. COMMITMENTS AND CONTINGENCIES: Construction and Other Commitments Substantial construction commitments have been made. Such commitments do not include any expenditures for new generating capacity. The aggregate con- struction program expenditures for 1995-1997 are estimated to be $289 million. Long-term fuel supply contracts contain clauses that provide for periodic price adjustments. The PUCO has a fuel clause mechanism that provides for deferral and subsequent recovery or refund of changes in the cost of fuel with PUCO review and approval. The contracts are for various terms, the longest of which extends to 2011, and contain various clauses that would release the Company from its obligation under certain force majeure conditions. Clean Air The Clean Air Act Amendments of 1990 (CAAA) require significant reductions in sulfur dioxide and nitrogen oxide emissions from various AEP System generating plants. The first phase of reductions in sulfur dioxide emissions (Phase I) began on January 1, 1995 and the second, more restrictive phase (Phase II) begins on January 1, 2000. The law also established a permanent nationwide cap on sulfur dioxide emissions after 1999. Under an AEP Systemwide Phase I compliance plan the Company will modify Conesville Units 1 through 3 to allow use of either low sulfur coal or natural gas at an estimated capital cost of $30 million. Also the compliance plan calls for switching to moderate-sulfur coal at Beckjord Unit 6 (a unit jointly owned with two unaffiliated utilities) with no additional capital cost. Although Conesville Unit 4 is an affected Phase I unit, it does not require operating or fuel changes under the compliance plan since the plan provides for under-compliance at Conesville 4 to be offset by over-compliance at other AEP System units. The Company's other generating units are not affected in Phase I. The Company will incur a portion of the Phase I compliance costs of other AEP affiliates through the Power Pool (which is described in Note 5). The compliance plan for the AEP System's generating units affected by Phase I includes installation of flue gas desulfurization systems (scrubbers) at the two-unit 2,600 mw Gavin Plant owned by an affiliate, Ohio Power Company and fuel switching at other affected affiliated plants. The Company will incur additional costs to comply with Phase II requirements at its generating plants and those of affiliated Power Pool members. If the Company is unable to recover its compliance cost from customers, results of operations would be adversely impacted. Other Environmental Matters The Company and its subsidiaries are regulated by federal, state and local authorities with respect to air and water quality and other environmental matters. Local authorities also regulate zoning. The generation of electricity produces non-hazardous and hazardous by-products. Asbestos, polychlorinated biphenyls (PCBs) and other hazardous materials have been used in the generating plants and transmission/distribution facilities. Substantial costs to store and dispose of hazardous materials have been incurred. Significant additional costs could be incurred in the future to meet the requirements of new laws and regulations and to clean up disposal sites under existing legislation. Management has no knowledge of any material clean up costs related to the Company's past disposal of hazardous and non-hazardous materials. Litigation The Company is involved in a number of legal proceedings and claims. While management is unable to predict the outcome of litigation, it is not expected that the resolution of these matters will have a material adverse effect on financial condition. 4. RELATED PARTY TRANSACTIONS: Benefits and costs of the System's generating plants are shared by members of the Power Pool. Under the terms of the System Interconnection Agreement, capacity charges and credits are designed to allocate the cost of the System's capacity among the Power Pool members based on their relative peak demands and generating reserves. Power Pool members are also compensated for the out-of-pocket costs of energy delivered to the Power Pool and charged for energy received from the Power Pool. Operating revenues include $15.8 million in 1994, $12.5 million in 1993 and $13 million in 1992 for energy suppled to the Power Pool. Charges for Power Pool capacity reservation and energy received were included in purchased power expense as follows: Year Ended December 31, 1994 1993 1992 (in thousands) Capacity Charges $ 74,936 $ 85,450 $ 81,727 Energy Charges 46,164 68,277 48,966 Total $121,100 $153,727 $130,693 Power Pool members share in wholesale sales to unaffiliated utilities made by the Power Pool. The Company's share of the Power Pool's wholesale sales included in operating revenues were $48.7 million in 1994, $49.3 million in 1993 and $40 million in 1992. In addition, the Power Pool purchases power from unaffiliated companies for immediate resale to other unaffiliated utilities. The Company's share of these purchases was included in purchased power expense and totaled $13.4 million in 1994, $6.2 million in 1993 and $7 million in 1992. Revenues from these transactions are included in the above Power Pool wholesale operating revenues. AEP System companies participate in a transmission equalization agreement. This agreement combines certain AEP System companies' investments in transmission facilities and shares the costs of ownership in proportion to the System companies' respective peak demands. Pursuant to the terms of the agreement, other operation expense includes equalization charges of $30.1 million, $31.2 million and $29.9 million in 1994, 1993 and 1992, respective- ly. American Electric Power Service Corporation (AEPSC) provides certain managerial and professional services to AEP System companies. The costs of the services are billed by AEPSC on a direct-charge basis to the extent practicable and on reasonable bases of proration for indirect costs. The charges for services are made at cost and include no compensation for the use of equity capital, which is furnished to AEPSC by AEP Co., Inc. Billings from AEPSC are capitalized or expensed depending on the nature of the services rendered. AEPSC and its billings are subject to the regulation of the SEC under the 1935 Act. 5. BENEFIT PLANS: The Company and its subsidiaries participate in the AEP System pension plan, a trusteed, noncontributory defined benefit plan covering all employees meeting eligibility requirements. Benefits are based on service years and compensation levels. Pension costs are allocated by first charging each System company with its service cost and then allocating the remaining pension cost in proportion to its share of the projected benefit obligation. The funding policy is to make annual trust fund contributions equal to the net periodic pension cost up to the maximum amount deductible for federal income taxes, but not less than the minimum contribution required by with the Employee Retirement Income Security Act of 1974. Net pension costs for the years ended December 31, 1994, 1993 and 1992 were $2.2 million, $2.5 million and $3.9 million, respectively. An employee savings plan is offered which allows participants to contribute up to 17% of their salaries into three investment alternatives, including AEP Co., Inc. common stock. An employer matching contribution, equaling one-half of the employees' contribution to the plan up to a maximum of 3% of the employees' base salary, is invested in AEP common stock. The employer's annual contributions totaled $2.1 million in 1994 and $1.9 million in both 1993 and 1992. Certain other benefits are provided for retired employees under an AEP System other postretirement benefit plan. Substantially all employees are eligible for health care and life insurance if they have at least 10 service years and are age 55 at retirement. Prior to 1993, net costs of these benefits were recognized as an expense when paid and totaled $1.9 million in 1992. SFAS 106, Employers' Accounting for Postretirement Benefits Other Than Pensions, was adopted in January 1993 for the Company's aggregate liability for postretirement benefits other than pensions (OPEB). SFAS 106 requires the accrual during the employee's service years of the present value liability for OPEB costs. Costs for the accumulated postretirement benefits earned and not recognized at adoption are being recognized in accordance with SFAS 106, as a transition obligation over 20 years. OPEB costs are deter- mined by the application of AEP System actuarial assumptions to each operat- ing company's employee complement. The annual accrued costs for employees and retirees OPEBs required by SFAS 106, which includes the recognition of one-twentieth of the prior service transition obligation, were $10.4 million in 1994 and $9.7 million in 1993. The Company received approval from the PUCO and FERC to defer under certain conditions the increased OPEB costs not being currently recovered in rates. In the FERC jurisdiction future recovery of the deferrals and the annual ongoing OPEB costs will be sought in the next base rate filing. In the retail jurisdiction the Company had sufficient earnings in 1994 to absorb the increased OPEB cost over the pay-as-you-go cost. At December 31, 1994 and 1993, the total OPEB deferred costs were $2.7 million and $3.6 million, respectively. A Voluntary Employees Beneficiary Association (VEBA) trust fund for OPEB benefits was established and a corporate owned life insurance (COLI) program was implemented. The insurance policies have a substantial cash surrender value which is recorded, net of equally substantial policy loans, as other property and investments. In 1995 the Company will contribute an amount to the VEBA trust fund equal to the difference between the pay-as-you-go OPEB cost and SFAS 106 total OPEB cost for 1994 and 1995. This contribution will be funded by amounts collected from ratepayers plus net earnings from the COLI program. 6. COMMON OWNERSHIP OF GENERATING AND TRANSMISSION FACILITIES: The Company jointly owns, as tenants in common, four generating units and transmission facilities with two unaffiliated companies. Each of the participating companies is obligated to pay its share of the costs of any such jointly owned facilities in the same proportion as its ownership interest. The Company's proportionate share of the operating costs associated with such facilities is included in the Consolidated Statements of Income and the amounts reflected in the accompanying Consolidated Balance Sheets under utility plant include such costs as follows: Company's Share December 31, 1994 1993 Percent Utility Construction Utility Construction of Plant Work Plant Work Ownership in Service in Progress in Service in Progress (in thousands) Production: W.C. Beckjord Generating Station (Unit No. 6) 12.5 $ 12,625 $1,137 $ 12,518 $ 141 Conesville Generating Station (Unit No. 4) 43.5 78,831 420 77,527 371 J.M. Stuart Generating Station 26.0 175,195 3,209 168,419 6,979 Wm. H. Zimmer Generating Station 25.4 695,990 1,797 695,121 1,210 $962,641 $6,563 $953,585 $8,701 Transmission (a) $ 58,813 $ 161 $ 58,730 $ 6 (a) Varying percentage of ownership. At December 31, 1994 and 1993, the accumulated depreciation with respect to the Company's share of jointly owned facilities amounted to $218.2 million and $189.4 million, respectively. 7. CUMULATIVE PREFERRED STOCK: At December 31, 1994, authorized shares of cumulative preferred stock were as follows: Par Value Shares Authorized $100 2,500,000 25 7,000,000 The cumulative preferred stock outstanding shown below is subject to mandatory redemption and has an involuntary liquidation preference of par value. Call Price Shares Amount December 31, Par Outstanding December 31, Series (a) 1994 Value December 31, 1994 1994 1993 (in thousands) 7% (b) (b) $100 250,000 $ 25,000 $ - 7-7/8% (c) $107.88 100 500,000 50,000 50,000 9.50% (d) $109.50 100 750,000 75,000 75,000 $150,000 $125,000 (a) The sinking fund provisions of series subject to mandatory redemption aggregate $3,750,000 in both 1996 and 1997 and $6,250,000 in both 1998 and 1999. There are no sinking fund provisions for 1995. (b) Shares issued June 1994. Commencing in 2000, a sinking fund will require the redemption of 50,000 shares at $100 a share on or before August 1 of each year. The Company has the right, on each sinking fund date, to redeem an additional 50,000 shares. Redemption of this series is prohibited prior to August 1, 2000. (c) Shares issued March 1992. Commencing in 1998, a sinking fund will require the redemption of 25,000 shares at $100 a share on or before May 1 of each year. The Company has the right, on each sinking fund date, to redeem an additional 25,000 shares. Redemption of this series is restricted prior to March 1, 1997. (d) Commencing in 1996, a sinking fund will require the redemption of 37,500 shares at $100 a share on or before February 1 of each year. The Company has the right, on each sinking fund date, to redeem an additional 37,500 shares. Redemption of this series is restricted prior to November 1, 1995. 8. FEDERAL INCOME TAXES: The details of federal income taxes as reported are as follows: Year Ended December 31, 1994 1993 1992 (in thousands) Charged (Credited) to Operating Expenses (net): Current $56,424 $ 34,235 $ (619) Deferred (5,916) 8,935 24,386 Deferred Investment Tax Credits (3,702) (3,726) (4,500) Total 46,806 39,444 19,267 Charged (Credited) to Nonoperating Income (net): Current (525) (4,777) (4,113) Deferred 3,784 14,559 12,522 Deferred Investment Tax Credits (227) (538) (287) Total 3,032 9,244 8,122 Credited to Loss from Zimmer Disallowance (net): Deferred - (13,327) - Deferred Investment Tax Credits - (1,207) - Total - (14,534) - Total Federal Income Taxes as Reported $49,838 $ 34,154 $27,389 The following is a reconciliation of the difference between the amount of federal income taxes computed by multiplying book income before federal income taxes by the statutory tax rate, and the amount of federal income taxes reported. Year Ended December 31, 1994 1993 1992 (in thousands) Net Income (Loss) $109,845 $(55,898) $ 76,244 Federal Income Taxes 49,838 34,154 27,389 Pre-tax Book Income (Loss) $159,683 $(21,744) $103,633 Federal Income Taxes on Pre-tax Book Income (Loss) at Statutory Rate (35% in 1994 and 1993; 34% in 1992) $55,889 $(7,610) $35,235 Increase (Decrease) in Federal Income Taxes Resulting From the Following Items: Deferred Zimmer Plant Carrying Charges 3 928 (6,021) Corporate Owned Life Insurance (2,787) (3,351) (2,702) Depreciation 7,335 8,604 7,773 Zimmer Plant Disallowance - 42,346 - Federal Income Tax Accrual Adjustments (3,300) - - Amortization/Reversal of Deferred Investment Tax Credits (net) (3,929) (5,468) (3,760) Other (3,373) (1,295) (3,136) Total Federal Income Taxes as Reported $49,838 $34,154 $27,389 Effective Federal Income Tax Rate 31.2% N/A 26.4% The following tables show the elements of the net deferred tax liability and the significant temporary differences that gave rise to it: December 31, 1994 1993 (in thousands) Deferred Tax Assets $ 74,752 $ 75,687 Deferred Tax Liabilities (542,345) (549,977) Net Deferred Tax Liabilities $(467,593) $(474,290) Property Related Temporary Differences $(330,434) $(322,299) Amounts Due From Customers For Future Federal Income Taxes (100,128) (101,725) Deferred Return - Zimmer Plant (21,546) (26,477) All Other (net) (15,485) (23,789) Total Net Deferred Tax Liabilities $(467,593) $(474,290) The Company and its subsidiaries join in the filing of a consolidated federal income tax return with their affiliates in the AEP System. The allocation of the AEP System's current consolidated federal income tax to the System companies is in accordance with SEC rules under the 1935 Act. These rules permit the allocation of the benefit of current tax losses to the System companies giving rise to them in determining their current tax expense. The tax loss of the System parent company, AEP, is allocated to its subsidiaries with taxable income. With the exception of the loss of the parent company, the method of allocation approximates a separate return result for each company in the consolidated group. The AEP System has settled with the Internal Revenue Service (IRS) all issues from the audits of the consolidated federal income tax returns for the years prior to 1988. Returns for the years 1988 through 1990 are presently being audited by the IRS. In the opinion of management, the final settlement of open years will not have a material effect on results of operations. 9. SUPPLEMENTARY INFORMATION: Year Ended December 31, 1994 1993 1992 (in thousands) Cash was paid (received) for: Interest (net of capitalized amounts) $83,251 $88,141 $93,428 Income Taxes 59,218 35,514 (7,643) Noncash Acquisitions under Capital Leases were 14,899 8,672 4,017 10. LEASES: Leases of property, plant and equipment are for periods up to 31 years and require payments of related property taxes, maintenance and operating costs. The majority of the leases have purchase or renewal options and will be renewed or replaced by other leases. Lease rentals are primarily charged to operating expenses in accordance with rate-making treatment. The components of rental costs are as follows: Year Ended December 31, 1994 1993 1992 (in thousands) Operating Leases $ 7,850 $ 8,873 $10,342 Amortization of Capital Leases 4,050 3,032 2,289 Interest on Capital Leases 1,092 763 644 Total Rental Costs $12,992 $12,668 $13,275 Properties under capital leases and related obligations recorded on the Consolidated Balance Sheets are as follows: December 31, 1994 1993 (in thousands) Electric Utility Plant: Production $ 1,952 $ 1,952 Transmission 4 330 General 33,415 21,093 Total Electric Utility Plant 35,371 23,375 Other Property 1,167 2,548 Total Properties 36,538 25,923 Accumulated Amortization 12,086 10,686 Net Properties under Capital Leases $24,452 $15,237 Obligations under Capital Leases: Noncurrent Liability $19,562 $12,162 Liability Due Within One Year 4,890 3,075 Total Capital Lease Obligations $24,452 $15,237 Properties under operating leases and related obligations are not included in the Consolidated Balance Sheets. Future minimum lease payments consisted of the following at December 31, 1994: Non- cancelable Capital Operating Leases Leases (in thousands) 1995 $ 6,127 $ 5,949 1996 4,826 5,889 1997 3,973 5,625 1998 3,310 5,392 1999 2,787 5,045 Later Years 8,089 16,362 Total Future Minimum Lease Payments 29,112 $44,262 Less Estimated Interest Element 4,660 Estimated Present Value of Future Minimum Lease Payments $24,452 11. COMMON SHAREOWNER'S EQUITY: The Company received from AEP Co., Inc. a cash capital contribution of $20 million in 1992 which was credited to paid-in capital. In 1994 charges to paid-in capital of $404,000 represented issuance expenses of cumulative preferred stock. There were no other material transactions affecting the common stock and paid-in capital accounts in 1994, 1993 and 1992. 12. LONG-TERM DEBT AND LINES OF CREDIT: Long-term debt by major category was outstanding as follows: December 31, 1994 1993 (in thousands) First Mortgage Bonds $856,767 $ 876,926 Installment Purchase Contracts 90,841 90,787 Notes Payable due 1995 50,000 50,000 997,608 1,017,713 Less Portion Due Within One Year 80,000 20,700 Total $917,608 $ 997,013 First mortgage bonds outstanding were as follows: December 31, 1994 1993 (in thousands) % Rate Due 8.95 1995 - December 20 $ 30,000 $ 30,000 8-5/8 1996 - February 1 - 100,000 6-1/4 1997 - October 1 14,640 14,640 9.15 1998 - February 2 57,000 57,000 7 1998 - June 1 24,750 24,750 9 1999 - December 1 - 19,700 9.31 2001 - August 1 30,000 30,000 7.95 2002 - July 1 40,000 40,000 7.25 2002 - October 1 75,000 75,000 7.15 2002 - November 1 20,000 20,000 6.80 2003 - May 1 50,000 50,000 6.60 2003 - August 1 40,000 40,000 6.10 2003 - November 1 20,000 20,000 6.55 2004 - March 1 50,000 - 6.75 2004 - May 1 50,000 - 9 2017 - March 1 - 100,000 9.625 2021 - June 1 50,000 50,000 8.70 2022 - July 1 35,000 35,000 8.40 2022 - August 1 15,000 15,000 8.55 2022 - August 1 15,000 15,000 8.40 2022 - August 15 40,000 40,000 8.40 2022 - October 15 15,000 15,000 7.90 2023 - May 1 50,000 50,000 7.75 2023 - August 1 40,000 40,000 7.45 2024 - March 1 50,000 - 7.60 2024 - May 1 50,000 - Unamortized Discount (net) (4,623) (4,164) 856,767 876,926 Less Portion Due Within One year 30,000 20,700 Total $826,767 $856,226 Certain indentures relating to the first mortgage bonds contain improvement, maintenance and replacement provisions requiring the deposit of cash or bonds with the trustee, or in lieu thereof, certification of unfunded property additions. Installment purchase contracts have been entered into in connection with the issuance of pollution control revenue bonds by the Ohio Air Quality Development Authority as follows: December 31, 1994 1993 (in thousands) % Rate Due 6-3/8 2020 - December 1 $48,550 $48,550 6-1/4 2020 - December 1 43,695 43,695 Unamortized Discount (1,404) (1,458) Total $90,841 $90,787 Under the terms of the installment purchase contracts, the Company is required to pay amounts sufficient to enable the payment of interest on and the principal of related pollution control revenue bonds issued to finance the Company's share of construction of pollution control facilities at the Zimmer Plant. The notes payable due April 24, 1995 were issued under a term loan agreement in 1991 and bear interest at a fixed rate of 8.79% until maturity. At December 31, 1994 annual long-term debt payments, excluding premium or discount, are as follows: Principal Amount (in thousands) 1995 $ 80,000 1996 - 1997 14,640 1998 81,750 1999 - Later Years 827,245 Total $1,003,635 Short-term debt borrowings are limited by provisions of the 1935 Act to $200 million and further limited by provisions of the notes payable to $163 million. Lines of credit are shared with AEP System companies and at December 31, 1994 and 1993 were available in the amounts of $518 million and $512 million, respectively. Commitment fees of approximately 3/16 of 1% of the unused short-term lines of credit are paid each year to the banks to maintain the lines of credit. At December 31, 1993 outstanding short-term debt consisted of $12.5 million of notes payable and $12.7 million of commercial paper with weighted average interest rates of 3.6% and 3.8%, respectively. 13. FAIR VALUE OF FINANCIAL INSTRUMENTS: The carrying amounts of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate fair value because of the short-term maturity of these instruments. At December 31, 1994 and 1993 fair values for preferred stock subject to mandatory redemption were $153 million and $138 million, and for long-term debt were $921 million and $1,076 million, respectively. The carrying amounts for preferred stock subject to mandatory redemption were $150 million and $125 million, and for long-term debt were $998 million and $1,018 million at December 31, 1994 and 1993, respectively. Fair values are based on quoted market prices for the same or similar issues and the current dividend or interest rates offered for instru- ments of the same remaining maturities. 14. UNAUDITED QUARTERLY FINANCIAL INFORMATION: Quarterly Periods Operating Operating Net Ended Revenues Income Income 1994 March 31 $255,829 $43,468 $24,652 June 30 256,754 44,523 25,242 September 30 280,470 61,597 42,528 December 31 238,098 36,280 17,423 (a) (a) Includes favorable federal income tax adjustments of $3.3 million related to the resolution of various issues with the IRS. (b) Includes loss from Zimmer Disallowance as discussed in Note 2. Quarterly Periods Operating Operating Net Ended Revenues Income Income (Loss) 1993 March 31 $219,875 $29,960 $ 18,230 June 30 219,820 33,136 18,650 September 30 276,438 50,795 (110,257)(b) December 31 237,519 36,325 17,479