COLUMBUS SOUTHERN POWER COMPANY Selected Consolidated Financial Data Year Ended December 31, 1997 1996 1995 1994 1993 (in thousands) INCOME STATEMENTS DATA: Operating Revenues $1,139,604 $1,105,683 $1,071,862 $1,031,151 $953,652 Operating Expenses 944,477 920,136 886,054 845,283 803,436 Operating Income 195,127 185,547 185,808 185,868 150,216 Nonoperating Income (Loss) 3,137 (970) 5,202 7,030 27,343 Loss from Zimmer Plant Disallowance (net of tax) - - - - 144,533 Income Before Interest Charges 198,264 184,577 191,010 192,898 33,026 Interest Charges (net) 78,885 77,469 80,394 83,053 88,924 Net Income (Loss) 119,379 107,108 110,616 109,845 (55,898) Preferred Stock Dividend Requirements 2,442 6,029 11,907 12,084 11,062 Earnings (Loss) Applicable to Common Stock $ 116,937 $ 101,079 $ 98,709 $ 97,761 $(66,960) December 31, 1997 1996 1995 1994 1993 BALANCE SHEETS DATA: (in thousands) Electric Utility Plant $2,976,110 $2,899,893 $2,820,208 $2,729,577 $2,645,055 Accumulated Depreciation 1,074,588 1,016,909 953,170 884,237 811,817 Net Electric Utility Plant $1,901,522 $1,882,984 $1,867,038 $1,845,340 $1,833,238 Total Assets $2,613,860 $2,541,586 $2,594,126 $2,594,342 $2,582,671 Common Stock and Paid-in Capital $ 613,138 $ 615,735 $ 615,453 $ 606,668 $ 607,072 Retained Earnings 138,172 99,582 74,320 46,976 18,288 Total Common Shareholder's Equity $ 751,310 $ 715,317 $ 689,773 $ 653,644 $ 625,360 Cumulative Preferred Stock - Subject to Mandatory Redemption (a) $ 25,000 $ 75,000 $ 82,500 $ 150,000 $ 125,000 Long-term Debt (a) $ 969,600 $ 897,281 $ 990,796 $ 997,608 $1,017,713 Obligations Under Capital Leases (a) $ 38,587 $ 36,134 $ 27,816 $ 24,452 $ 15,237 Total Capitalization and Liabilities $2,613,860 $2,541,586 $2,594,126 $2,594,342 $2,582,671 (a) Including portion due within one year. COLUMBUS SOUTHERN POWER COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS Net Income Increases Net income increased 11% in 1997 primarily due to the effects of additional accruals for uncollectible accounts and the effect of unfavorable adjustments for pension and postretirement benefits other than pensions (OPEB) costs recorded in 1996. Operating revenues increased $34 million or 3% in 1997 reflecting increased wholesale power sales partially offset by decreased revenues from retail customers as shown in the following price volume analysis: Increase (Decrease) (dollars in millions) From Previous Year Amount % Retail: Price Variance . . . . . . . . $(18.8) Volume Variance. . . . . . . . 10.2 Fuel Cost Recoveries . . . . . (6.7) (15.3) (1.5) Wholesale: Price Variance . . . . . . . . (6.5) Volume Variance. . . . . . . . 54.8 48.3 51.6 Other Operating Revenues. . . . . 0.9 Total . . . . . . . . . . . . . $ 33.9 3.1 The reduction in retail revenues resulted mainly from the cessation in June 1997 business of a revenue surcharge for the recovery of phase-in deferrals related to the Zimmer Plant which were collected from February 1994 to June 1997. Retail sales increased 2% primarily due to increased sales to commercial and industrial customers reflecting commercial customer growth and increased usage by industrial customers. Under a Public Utilities Commission of Ohio (PUCO) fuel clause adjustment mechanism, under or over recoveries of fuel costs are deferred and charged or refunded to customers after semiannual regulatory review. Also gains and losses on emission allowance transactions are included as a component of the fuel clause adjustment mechanism. The decrease in fuel recovery revenues is attributable to a refund to customers of deferred gains on emission allowance transactions. The refund or decrease in fuel clause revenues and the cessation of the Zimmer revenue surcharge did not affect net income since they were offset by the amortization of deferred emission allowance gains and Zimmer plant phase-in costs. Wholesale revenues increased significantly primarily due to increased energy sales from new power marketing transactions and increased coal conversion service sales. In 1997 the Company shared in new power marketing transactions which began in July 1997. The new power marketing transactions involve the purchase and sale of electricity outside the American Electric Power (AEP) transmission system. Coal conversion services are provided to power marketers and certain non-affiliated utilities under a Federal Energy Regulatory Commission (FERC) approved interruptible tariff for the conversion of customers' coal to electricity and do not include any fuel cost. Operating Expenses Increase Operating expenses increased $24 million or 2.6% in 1997 due mainly to power purchases by the new power marketing business. Changes in the components of operating expenses were as follows: Increase (Decrease) (dollars in millions) From Previous Year Amount % Fuel. . . . . . . . . . . . . . . $ (8.7) (4.6) Purchased Power . . . . . . . . . 52.2 30.9 Other Operation . . . . . . . . . (16.1) (8.2) Maintenance . . . . . . . . . . . 1.5 2.4 Depreciation. . . . . . . . . . . 2.7 3.0 Amortization of Zimmer Plant Phase-in Costs . . . . . . . . . (18.2) (53.6) Taxes Other Than Federal Income Taxes. . . . . . . . . . 2.0 1.7 Federal Income Taxes. . . . . . . 8.9 14.2 Total . . . . . . . . . . . . . $ 24.3 2.6 Fuel expense decreased 5% primarily due to the operation of the fuel clause adjustment mechanism which credited fuel expense in the current year for the deferral of underrecovered fuel costs compared with the prior year when the fuel clause adjustment mechanism charged to fuel expense the amortization of previously underrecovered deferred fuel costs. The Company's share of purchases by the new AEP power marketing business are the main reason for the increase in 1997 of purchased power expense. The decrease in other operation expense was attributable to a reduction in uncollectible accounts expense, reduced employee benefits costs and amortization of deferred gains on the sale of emission allowances. Uncollectible accounts expense decreased due to the effect of significant accruals recorded in 1996. The decline in employee benefits costs was caused by the effect of unfavorable adjustments for pension and OPEB costs recorded in 1996. The reduction in the amortization of deferred Zimmer Plant phase-in costs reflects the completion of the surcharge recovery plan and the amortization of the original deferral. The cessation of the amortization did not affect net income since the amortization was being recovered in revenues through a surcharge which terminated with the completion of the amortization. Federal income taxes attributable to operations increased primarily due to an increase in pre-tax operating income and changes in certain book/tax differences accounted for on a flow-through basis for rate-making purposes. INDEPENDENT AUDITORS' REPORT To the Shareholders 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, 1997 and 1996, and the related consolidated statements of income, retained earnings, and cash flows for each of the three years in the period ended December 31, 1997. 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, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbus, Ohio February 24, 1998 COLUMBUS SOUTHERN POWER COMPANY Consolidated Statements of Income Year Ended December 31, 1997 1996 1995 (in thousands) OPERATING REVENUES $1,139,604 $1,105,683 $1,071,862 OPERATING EXPENSES: Fuel 180,086 188,746 169,791 Purchased Power 221,064 168,894 167,517 Other Operation 180,663 196,762 190,542 Maintenance 66,956 65,414 71,022 Depreciation 90,723 88,070 85,448 Amortization of Zimmer Plant Phase-in Costs 15,746 33,937 33,268 Taxes Other Than Federal Income Taxes 117,519 115,518 109,680 Federal Income Taxes 71,720 62,795 58,786 TOTAL OPERATING EXPENSES 944,477 920,136 886,054 OPERATING INCOME 195,127 185,547 185,808 NONOPERATING INCOME (LOSS) 3,137 (970) 5,202 INCOME BEFORE INTEREST CHARGES 198,264 184,577 191,010 INTEREST CHARGES 78,885 77,469 80,394 NET INCOME 119,379 107,108 110,616 PREFERRED STOCK DIVIDEND REQUIREMENTS 2,442 6,029 11,907 EARNINGS APPLICABLE TO COMMON STOCK $ 116,937 $ 101,079 $ 98,709 See Notes to Consolidated Financial Statements. COLUMBUS SOUTHERN POWER COMPANY Consolidated Balance Sheets December 31, 1997 1996 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production $1,521,381 $1,503,371 Transmission 336,446 326,247 Distribution 926,178 885,267 General 138,041 130,946 Construction Work in Progress 54,064 54,062 Total Electric Utility Plant 2,976,110 2,899,893 Accumulated Depreciation 1,074,588 1,016,909 NET ELECTRIC UTILITY PLANT 1,901,522 1,882,984 OTHER PROPERTY AND INVESTMENTS 33,653 24,069 CURRENT ASSETS: Cash and Cash Equivalents 12,626 9,134 Accounts Receivable: Customers 87,357 50,557 Affiliated Companies 12,317 4,446 Miscellaneous 12,353 9,032 Allowance for Uncollectible Accounts (1,058) (1,032) Fuel - at average cost 19,549 18,278 Materials and Supplies - at average cost 27,628 23,999 Accrued Utility Revenues 51,765 31,826 Prepayments 29,979 32,330 TOTAL CURRENT ASSETS 252,516 178,570 REGULATORY ASSETS 359,481 385,689 DEFERRED CHARGES 66,688 70,274 TOTAL $2,613,860 $2,541,586 See Notes to Consolidated Financial Statements. COLUMBUS SOUTHERN POWER COMPANY December 31, 1997 1996 (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 572,112 574,709 Retained Earnings 138,172 99,582 Total Common Shareholder's Equity 751,310 715,317 Cumulative Preferred Stock - Subject to Mandatory Redemption 25,000 25,000 Long-term Debt 887,850 882,641 TOTAL CAPITALIZATION 1,664,160 1,622,958 OTHER NONCURRENT LIABILITIES 42,271 40,068 CURRENT LIABILITIES: Preferred Stock Due Within One Year - 50,000 Long-term Debt Due Within One Year 81,750 14,640 Short-term Debt 66,600 51,800 Accounts Payable - General 43,199 34,619 Accounts Payable - Affiliated Companies 28,088 20,209 Taxes Accrued 131,107 129,429 Interest Accrued 14,198 13,605 Other 28,619 32,314 TOTAL CURRENT LIABILITIES 393,561 346,616 DEFERRED INCOME TAXES 433,593 441,477 DEFERRED INVESTMENT TAX CREDITS 52,934 57,101 DEFERRED CREDITS 27,341 33,366 COMMITMENTS AND CONTINGENCIES (Note 3) TOTAL $2,613,860 $2,541,586 /TABLE COLUMBUS SOUTHERN POWER COMPANY Consolidated Statements of Cash Flows Year Ended December 31, 1997 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income $119,379 $107,108 $ 110,616 Adjustments for Noncash Items: Depreciation 90,959 87,697 85,071 Deferred Federal Income Taxes 5,250 (12,771) 2,914 Deferred Investment Tax Credits (4,168) (3,909) (3,483) Deferred Fuel Costs (net) (6,115) 4,519 (11,377) Deferred Zimmer Plant Operating Expenses and Carrying Charges 16,097 32,152 29,150 Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (47,966) 2,850 (11,916) Fuel, Materials and Supplies (4,900) 5,558 5,148 Accrued Utility Revenues (19,939) 8,563 (8,794) Accounts Payable 16,459 2,799 3,038 Other (net) (6,316) 24,522 6,212 Net Cash Flows From Operating Activities 158,740 259,088 206,579 INVESTING ACTIVITIES: Construction Expenditures (108,931) (92,667) (98,356) Proceeds from Sale and Leaseback Transactions and Other 1,722 2,956 2,923 Net Cash Flows Used For Investing Activities (107,209) (89,711) (95,433) FINANCING ACTIVITIES: Capital Contributions from Parent Company - - 15,000 Issuance of Long-term Debt 86,172 - 72,526 Retirement of Preferred Stock (52,953) (7,500) (71,773) Retirement of Long-term Debt (14,640) (99,053) (80,000) Change in Short-term Debt (net) 14,800 17,475 34,325 Dividends Paid on Common Stock (78,684) (75,876) (71,900) Dividends Paid on Cumulative Preferred Stock (2,734) (5,866) (12,812) Net Cash Flows Used For Financing Activities (48,039) (170,820) (114,634) Net Increase (Decrease) in Cash and Cash Equivalents 3,492 (1,443) (3,488) Cash and Cash Equivalents January 1 9,134 10,577 14,065 Cash and Cash Equivalents December 31 $ 12,626 $ 9,134 $ 10,577 See Notes to Consolidated Financial Statements. COLUMBUS SOUTHERN POWER COMPANY Consolidated Statements of Retained Earnings Year Ended December 31, 1997 1996 1995 (in thousands) Retained Earnings January 1 $ 99,582 $ 74,320 $ 46,976 Net Income 119,379 107,108 110,616 218,961 181,428 157,592 Deductions: Cash Dividends Declared: Common Stock 78,684 75,876 71,900 Cumulative Preferred Stock: 7% Series 1,750 1,750 1,750 7-7/8% Series - 3,938 3,937 9.50% Series - - 5,522 Total Cash Dividends Declared 80,434 81,564 83,109 Capital Stock Expense 355 282 163 Total Deductions 80,789 81,846 83,272 Retained Earnings December 31 $138,172 $ 99,582 $ 74,320 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, sale, purchase, transmission and distribution of electric power serving 621,000 retail customers in its service territory in central and southern Ohio. Wholesale electric power is supplied to neighboring utility systems, power marketers and the American Electric Power (AEP) System Power Pool (Power Pool). As a member of the AEP Power Pool and a signatory company to the American Electric Power System (AEP System) 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, which are consolidated in these financial statements, are: Conesville Coal Preparation 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 subsidiary of AEP Co., Inc., 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 consolidation. 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 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 (deferred expenses) and regulatory liabilities (deferred income) are recorded to reflect the economic effects of regulation and to match expenses with regulated revenues. Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires in certain instances the use of estimates. Actual results could differ from those estimates. Utility Plant Electric utility plant is stated at original cost and is generally subject to first mortgage liens. Additions, major replacements and betterments are added to the plant accounts. Retirements of plant are deducted from the electric plant in service account and are deducted from accumulated depreciation together with associated removal costs, net of salvage. The costs of labor, materials and overheads incurred to operate and maintain utility plant are included in operating expenses. Allowance for Funds Used During Construction (AFUDC) AFUDC is a noncash nonoperating income item that is capitalized and recovered through depreciation over the service life of utility plant. It represents the estimated cost of borrowed and equity funds used to finance construction projects. The amounts of AFUDC for 1997, 1996 and 1995 were not significant. Depreciation Depreciation of electric utility plant 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: Annual Composite Functional Class Depreciation of Property Rates Production 3.2% Transmission 2.3% Distribution 3.7% General 3.4% Amounts for the demolition and removal of plant are recovered through depreciation charges included in rates. Cash and Cash Equivalents Cash and cash equivalents include temporary cash investments with original maturities of three months or less. Sale of Receivables Under an agreement that was terminated in January 1997, CSPCo sold $50 million of undivided interests in designated pools of accounts receivable and accrued utility revenues with limited recourse. As collections reduced previously sold pools, interests in new pools were sold. At December 31, 1996, $50 million remained to be collected and remitted to the buyer. Operating Revenues and Fuel Costs Revenues include the accrual of electricity consumed but unbilled at month-end as well as billed revenues. Changes in retail jurisdictional fuel cost are deferred until reflected in revenues in later months through a PUCO fuel cost recovery mechanism. The deferral is amortized to fuel expense commensurate with its recovery in rates. 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 the 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, deferred income taxes are recorded with related regulatory assets and liabilities in accordance with SFAS 71. Investment Tax Credits The Company's policy is to account for investment tax credits under the flow-through method except where regulatory commissions reflect investment tax credits in the rate-making process on a deferral basis. Deferred investment tax credits, which represent a regulatory liability, are being amortized over the life of the related plant investment commensurate with recovery in rates. Debt and Preferred Stock Gains and losses on reacquisition of debt are deferred and amortized over the remaining term of the reacquired debt in accordance with rate-making treatment. If the debt is refinanced, the reacquisition costs are deferred and amortized over the term of the replacement debt commensurate with their recovery in rates. Debt discount or premium and debt issuance expenses are amortized over the term of the related debt, with the amortization included in interest charges. Redemption premiums paid to reacquire preferred stock are included in paid-in capital and amortized to reduce retained earnings commensurate with their recovery in rates. The excess of par value over the cost of preferred stock required is credited to paid-in capital and amortized to retained earnings. Other Property and Investments Other property and investments are stated at cost. 2. EFFECTS OF REGULATION AND THE ZIMMER PHASE-IN PLAN: In accordance with SFAS 71 the consolidated financial statements include regulatory assets (deferred expenses) and regulatory liabilities (deferred income) recorded in accordance with regulatory actions in order to match expenses and revenues from cost-based rates. Regulatory assets are expected to be recovered in future periods through the rate-making process and regulatory liabilities are expected to reduce future cost recoveries. Among other things, application of SFAS 71 requires that the Company's rates be cost-based regulated. The Company has reviewed all the evidence currently available and concluded that it continues to meet the requirements to apply SFAS 71. In the event a portion of the Company's business no longer met these requirements, that is its rates were no longer cost based, regulatory assets and liabilities would have to be written off for that portion of the business and assets would have to be tested for possible impairment and if required an impairment loss recorded unless the net regulatory assets and impairment losses are recoverable as a stranded investment. Recognized regulatory assets and liabilities are comprised of the following: December 31, 1997 1996 (in thousands) Regulatory Assets: Amounts Due From Customers For Future Income Taxes $256,710 $269,820 Zimmer Plant Phase-in Plan Deferrals - 15,379 Deferred Zimmer Plant Carrying Charges 43,003 43,003 Unamortized Loss On Reacquired Debt 29,173 32,740 Other 30,595 24,747 Total Regulatory Assets $359,481 $385,689 Regulatory Liabilities: Deferred Investment Tax Credits $52,934 $57,101 Other* 21,537 24,741 Total Regulatory Liabilities $74,471 $81,842 * Included in Deferred Credits on the Consolidated Balance Sheets. The rate phase-in plan deferrals are applicable to the Zimmer Plant, 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. As a result of an Ohio Supreme Court decision, in January 1994 the PUCO approved a temporary rate surcharge of 3.39% effective February 1, 1994 to recover Zimmer Plant phase-in plan deferrals. In June 1997 the Company completed recovery of the phase-in plan deferrals and discontinued the 3.39% temporary rate surcharge. In 1997, 1996 and 1995 $15.4 million, $31.5 million and $28.5 million, respectively, of net phase-in deferrals were collected through the surcharge. The deferral balance, which was completely recovered and amortized in 1997, was $15.4 million at December 31, 1996. The collection and cessation of the surcharge recovery of amounts deferred under the phase-in plan did not affect net income. The rate surcharge terminated with the completion of the amortization of the phase-in plan deferral. 3. COMMITMENTS AND CONTINGENCIES: Construction and Other Commitments Substantial construction commitments have been made to support the Company's utility operations. Such commitments do not include any expenditures for new generating capacity. Aggregate construction expenditures for 1998-2000 are estimated to be $381 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 commission review and approval. The contracts are for various terms, the longest of which extends to 2007, and contain various clauses that would release the Company from its obligation under certain force majeure conditions. Revised Air Quality Standards On July 18, 1997, the United States Environmental Protection Agency published a revised National Ambient Air Quality Standard (NAAQS) for ozone and a new NAAQS for fine particulate matter (less than 2.5 microns in size). The new ozone standard is expected to result in redesignation of a number of areas of the country that are currently in compliance with the existing standard to nonattainment status which could ultimately dictate more stringent emission restrictions for AEP System generating units. New stringent emission restrictions on AEP System generating units to achieve attainment of the fine particulate matter standard could also be imposed. The AEP System operating companies joined with other utilities to appeal the revised NAAQS and filed petitions for review in August and September 1997 in the U.S. Court of Appeals for the District of Columbia Circuit. Management is unable to estimate compliance costs without knowledge of the reductions that may be necessary to meet the new standards. If such costs are significant, they could have a material adverse effect on results of operations, cash flows and possibly financial condition unless recovered. 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 the results of operations, cash flows or financial condition. 4. RELATED PARTY TRANSACTIONS: Benefits and costs of the AEP System's generating plants are shared by members of the Power Pool. The Company is a member 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 $18.6 million in 1997, $15.4 million in 1996 and $14.8 million in 1995 for energy supplied to the Power Pool. Since the Company's internal peak demand exceeds its generating capacity, charges for Power Pool capacity reservation, which is a charge for the right to receive power even if the power is not taken, and for energy received from the Power Pool were included in purchased power expense as follows: Year Ended December 31, 1997 1996 1995 (in thousands) Capacity Charges $ 82,536 $ 83,723 $ 83,318 Energy Charges 74,416 76,758 74,100 Total $156,952 $160,481 $157,418 Power Pool members share in wholesale sales to unaffiliated entities made by the Power Pool. The Company's share of these wholesale Power Pool sales included in operating revenues were $108.4 million in 1997, $63.6 million in 1996 and $45.8 million in 1995. In addition, the Power Pool purchases power from unaffiliated companies for resale to other unaffiliated entities. The Company's share of these purchases was included in purchased power expense and totaled $58.0 million (including new power marketing transactions) in 1997, $7.1 million in 1996 and $10 million in 1995. Revenues from these transactions, including a transmission fee for power that passes through the AEP System transmission network, are included in the above Power Pool wholesale operating revenues. Purchased power expense includes $6.1 million in 1997, $1.3 million in 1996 and $0.8 million in 1995 for energy bought from the Ohio Valley Electric Corporation, an affiliated company that is not a member of the Power Pool. 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, since the Company's relative investment in transmission facilities is less than its relative peak demand, other operation expense includes equalization charges of $29.9 million, $30.6 million and $31.1 million in 1997, 1996 and 1995, respectively. 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 required contribution in accordance with the Employee Retirement Income Security Act of 1974. Net pension costs for the year ended December 31, 1997 were none and for the years 1996 and 1995 were $1.5 million and $0.8 million, respectively. Postretirement benefits other than pensions (OPEB) are provided for retired employees under an AEP System plan. Substantially all employees are eligible for postretirement health care and life insurance if they retire from active service after reaching age 55 and have at least 10 service years. OPEB costs are determined by the application of AEP System actuarial assumptions to each operating company's employee complement. The annual accrued costs, which includes the recognition of one-twentieth of the prior service transition obligation, were $7.5 million in 1997, $13.6 million in 1996 and $11.3 million in 1995. The funding policy for AEP's OPEB plan is to make contributions to an external Voluntary Employees Beneficiary Association trust fund equal to the incremental OPEB costs (i.e., the amount that the total postretirement benefits cost under SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," exceeds the pay-as-you-go amount). Contributions were $4.1 million in 1997, $8.2 million in 1996 and $14.3 million in 1995. An employee savings plan is offered which allows participants to contribute up to 17% of their salaries into various 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 Co., Inc. common stock. The Company's annual contributions totaled $1.9 million in 1997 and 1996 and $2.1 million in 1995. 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, 1997 1996 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 $ 13,774 $ 272 $ 13,628 $ 46 Conesville Generating Station (Unit No. 4) 43.5 80,030 53 79,484 268 J.M. Stuart Generating Station 26.0 183,164 624 179,633 2,973 Wm. H. Zimmer Generating Station 25.4 699,512 2,708 698,765 1,349 $976,480 $3,657 $971,510 $4,636 Transmission (a) $59,345 $ 300 $59,105 $ 324 (a) Varying percentages of ownership. At December 31, 1997 and 1996, the accumulated depreciation with respect to the Company's share of jointly owned facilities amounted to $301.2 million and $271.2 million, respectively. 7. CUMULATIVE PREFERRED STOCK: At December 31, 1997, 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 is subject to mandatory redemption and has an involuntary liquidation preference of par value. The Company redeemed 500,000 shares of the 7-7/8% Series Cumulative Preferred Stock in 1997, 75,000 shares of 9.50% Series Cumulative Preferred Stock in 1996 and 675,000 shares in 1995. Call Price Shares Amount December 31, Par Outstanding December 31, Series 1997 Value December 31, 1997 1997 1996 (in thousands) 7% (a) (a) $100 250,000 $25,000 $25,000 7-7/8% (b) (b) 100 - - 50,000 $25,000 $75,000 (a) 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. The sinking fund provisions of the 7% series aggregate $5,000,000, in 2000, 2001 and 2002. (b) In March 1997 the Company redeemed the entire 500,000 shares outstanding of its 7-7/8% series. 8. FEDERAL INCOME TAXES: The details of federal income taxes as reported are as follows: Year Ended December 31, 1997 1996 1995 (in thousands) Charged (Credited) to Operating Expenses (net): Current $ 69,619 $ 78,262 $60,091 Deferred 5,678 (11,842) 2,028 Deferred Investment Tax Credits (3,577) (3,625) (3,333) Total 71,720 62,795 58,786 Charged (Credited) to Nonoperating Income (net): Current (941) (1,280) (874) Deferred (428) (929) 886 Deferred Investment Tax Credits (591) (284) (150) Total (1,960) (2,493) (138) Total Federal Income Taxes as Reported $ 69,760 $ 60,302 $58,648 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, 1997 1996 1995 (in thousands) Net Income $119,379 $107,108 $110,616 Federal Income Taxes 69,760 60,302 58,648 Pre-tax Book Income $189,139 $167,410 $169,264 Federal Income Taxes on Pre-tax Book Income at Statutory Rate (35%) $66,199 $58,594 $59,242 Increase (Decrease) in Federal Income Taxes Resulting From the Following Items: Depreciation 8,651 7,861 7,959 Investment Tax Credits (net) (4,168) (3,909) (3,848) Other (922) (2,244) (4,705) Total Federal Income Taxes as Reported $69,760 $60,302 $58,648 Effective Federal Income Tax Rate 36.9% 36.0% 34.6% The following tables show the elements of the net deferred tax liability and the significant temporary differences giving rise to such deferrals: December 31, 1997 1996 (in thousands) Deferred Tax Assets $ 79,047 $ 77,978 Deferred Tax Liabilities (512,640) (519,455) Net Deferred Tax Liabilities $(433,593) $(441,477) Property Related Temporary Differences $(341,701) $(341,669) Amounts Due From Customers For Future Federal Income Taxes (89,824) (94,413) All Other (net) (2,068) (5,395) Total Net Deferred Tax Liabilities $(433,593) $(441,477) 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 Co., Inc., is allocated to its subsidiaries with taxable income. With the exception of the loss of the parent company, the method of allocation approximates a separate return result for each company in the consolidated group. The AEP System has settled with the Internal Revenue Service (IRS) all issues from the audits of the consolidated federal income tax returns for the years prior to 1991. Returns for the years 1991 through 1996 are presently open and under audit by the IRS. During the audit the IRS agents requested a ruling from their National Office that certain interest deductions relating to corporate owned life insurance (COLI) claimed by the Company should not be allowed. The COLI program was established in 1990 as part of the Company's strategy to fund and reduce the cost of medical benefits for retired employees. AEP filed a brief with the IRS National Office refuting the agents' position. Although no adjustments have been proposed, a disallowance of COLI interest deductions through December 31, 1997 would reduce earnings by approximately $39 million (including interest). Management believes it has meritorious defenses and will vigorously contest any proposed adjustments. No provisions for this amount have been recorded. In the event the Company is unsuccessful it could have a material adverse impact on results of operations and cash flows. 9. SUPPLEMENTARY INFORMATION: Year Ended December 31, 1997 1996 1995 (in thousands) Cash was paid for: Interest (net of capitalized amounts) $74,248 $77,021 $78,046 Income Taxes 70,870 76,298 57,896 Noncash Acquisitions under Capital Leases 8,568 14,247 9,094 10. LEASES: Leases of property, plant and equipment are for periods of 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 for both operating and capital leases are generally charged to operating expenses in accordance with rate-making treat- ment. The components of rental costs are as follows: Year Ended December 31, 1997 1996 1995 (in thousands) Operating Leases $ 6,279 $ 7,544 $ 7,684 Amortization of Capital Leases 6,675 5,169 4,971 Interest on Capital Leases 2,022 2,094 1,547 Total Rental Costs $14,976 $14,807 $14,202 Properties under capital leases and related obligations recorded on the Consolidated Balance Sheets are as follows: December 31, 1997 1996 (in thousands) Electric Utility Plant: Production $ - $ 1,952 General 53,537 48,030 Total Electric Utility Plant 53,537 49,982 Other Property 2,511 2,189 Total Properties 56,048 52,171 Accumulated Amortization 17,461 16,037 Net Properties under Capital Leases $38,587 $36,134 Obligations under Capital Leases:* Noncurrent Liability $32,649 $30,520 Liability Due Within One Year 5,938 5,614 Total Capital Lease Obligations $38,587 $36,134 * Represents the present value of future minimum lease payments. Capital lease obligations are included in other noncurrent liabilities and other current liabilities on the Consolidated Balance Sheets. 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, 1997: Non- cancelable Capital Operating Leases Leases (in thousands) 1998 $ 8,299 $ 5,078 1999 7,782 4,764 2000 7,069 4,603 2001 6,138 4,425 2002 5,172 939 Later Years 15,749 6,026 Total Future Minimum Lease Payments 50,209 $25,835 Less Estimated Interest Element 11,622 Estimated Present Value of Future Minimum Lease Payments $38,587 11. COMMON SHAREHOLDER'S EQUITY: The Company received from AEP Co., Inc. a cash capital contribution of $15 million in 1995 which was credited to paid-in capital. In 1997, 1996 and 1995 net changes to paid-in capital of $(2,597,000), $282,000 and $6,215,000, respectively, represented gains and expenses associated with cumulative preferred stock transactions. There were no other material transactions affecting the common stock and paid-in capital accounts in 1997, 1996 and 1995. 12. LONG-TERM DEBT AND LINES OF CREDIT: Long-term debt by major category was outstanding as follows: December 31, 1997 1996 (in thousands) First Mortgage Bonds $719,218 $733,522 Installment Purchase Contracts 91,003 90,949 Senior Unsecured Notes 47,721 - Junior Debentures 111,658 72,810 969,600 897,281 Less Portion Due Within One Year 81,750 14,640 Total $887,850 $882,641 First mortgage bonds outstanding were as follows: December 31, 1997 1996 (in thousands) % Rate Due 6-1/4 1997 - October 1 $ - $ 14,640 9.15 1998 - February 2 57,000 57,000 7.00 1998 - June 1 24,750 24,750 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 50,000 6.75 2004 - May 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 25,500 25,500 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 50,000 7.60 2024 - May 1 50,000 50,000 Unamortized Discount (3,032) (3,368) 719,218 733,522 Less Portion Due Within One Year 81,750 14,640 Total $637,468 $718,882 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, 1997 1996 (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 (1,242) (1,296) Total $91,003 $90,949 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. In October 1997 the Company issued $48,000,000 of 6.85% Senior Unsecured Notes due October 3, 2005. The unamortized discount at December 31, 1997 is $279,000. Junior debentures are composed of the following: December 31, 1997 1996 (in thousands) % Rate Due 8-3/8 2025 - September 30 $ 75,000 $75,000 7.92 2027 - March 31 40,000 - Unamortized Discount (3,342) (2,190) Total $111,658 $72,810 Interest may be deferred and payment of principal and interest on the junior debentures is subordinated and subject in right to the prior payment in full of all senior indebtedness of the Company. At December 31, 1997 future annual long-term debt payments are as follows: Amount (in thousands) 1998 $ 81,750 1999 - 2000 - 2001 - 2002 135,000 Later Years 760,745 Total Principal Amount 977,495 Unamortized Discount (7,895) Total $969,600 Short-term debt borrowings are limited by provisions of the 1935 Act to $175 million. Lines of credit are shared with AEP System companies and at December 31, 1997 and 1996 were available in the amounts of $442 million and $409 million, respectively. Facility fees of approximately 1/10 of 1% of the short-term lines of credit are required to maintain the lines of credit. Outstanding short-term debt consisted of: Year-end Balance Weighted Outstanding Average (in thousands) Interest Rate December 31, 1997: Notes Payable $ 4,300 5.8% Commercial Paper 62,300 6.7 Total $66,600 6.7 December 31, 1996: Notes Payable $20,000 6.4% Commercial Paper 31,800 7.4 Total $51,800 7.0 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, 1997 and 1996 fair values for preferred stock subject to mandatory redemption were $26.8 million and $79.5 million, and for long-term debt were $1,014 million and $910 million, respectively. The carrying amounts for preferred stock subject to mandatory redemption were $25 million and $75 million, and for long-term debt were $970 million and $897 million at December 31, 1997 and 1996, respectively. Fair values are based on quoted market prices for the same or similar issues and the current dividend or interest rates offered for instruments of the same remaining maturities. 14. UNAUDITED QUARTERLY FINANCIAL INFORMATION: Quarterly Periods Operating Operating Net Ended Revenues Income Income 1997 March 31 $265,007 $47,430 $29,324 June 30 263,263 42,968 23,430 September 30 313,024 64,895 45,488 December 31 298,310 39,834 21,137 1996 March 31 271,040 48,426 25,126 June 30 269,023 47,173 27,496 September 30 303,270 52,405 34,759 December 31 262,350 37,543 19,727