IMP 1997 ANNUAL REPORT INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES Selected Consolidated Financial Data Year Ended December 31, 1997 1996 1995 1994 1993 (in thousands) INCOME STATEMENTS DATA: Operating Revenues $1,391,917 $1,328,493 $1,283,157 $1,251,309 $1,202,643 Operating Expenses 1,184,129 1,108,076 1,077,434 1,029,340 992,485 Operating Income 207,788 220,417 205,723 221,969 210,158 Nonoperating Income (Loss) 4,415 2,729 6,272 7,428 (234) Income Before Interest Charges 212,203 223,146 211,995 229,397 209,924 Interest Charges 65,463 65,993 70,903 71,895 80,580 Net Income 146,740 157,153 141,092 157,502 129,344 Preferred Stock Dividend Requirements 5,736 10,681 11,791 11,681 14,256 Earnings Applicable to Common Stock $ 141,004 $ 146,472 $ 129,301 $ 145,821 $ 115,088 December 31, 1997 1996 1995 1994 1993 (in thousands) BALANCE SHEETS DATA: Electric Utility Plant $4,514,497 $4,377,669 $4,319,564 $4,269,306 $4,290,957 Accumulated Depreciation and Amortization 1,973,937 1,861,893 1,751,965 1,659,940 1,714,829 Net Electric Utility Plant $2,540,560 $2,515,776 $2,567,599 $2,609,366 $2,576,128 Total Assets $3,967,798 $3,897,484 $3,928,337 $3,878,035 $3,723,648 Common Stock and Paid-in Capital $ 789,056 $ 787,856 $ 787,686 $ 790,234 $ 790,625 Retained Earnings 278,814 269,071 235,107 216,658 177,638 Total Common Shareholder's Equity $1,067,870 $1,056,927 $1,022,793 $1,006,892 $ 968,263 Cumulative Preferred Stock: Not Subject to Mandatory Redemption $ 9,435 $ 21,977 $ 52,000 $ 52,000 $ 87,000 Subject to Mandatory Redemption (a) 68,445 135,000 135,000 135,000 100,000 Total Cumulative Preferred Stock $ 77,880 $ 156,977 $ 187,000 $ 187,000 $ 187,000 Long-term Debt (a) $1,049,237 $1,042,104 $1,040,101 $1,069,887 $1,073,154 Obligations Under Capital Leases (a) $ 195,227 $ 130,965 $ 142,506 $ 152,589 $ 98,753 Total Capitalization and Liabilities $3,967,798 $3,897,484 $3,928,337 $3,878,035 $3,723,648 (a) Including portion due within one year. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION This report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect numerous assumptions, and involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are: electric load and customer growth; abnormal weather conditions; available sources and cost of fuel and availability of generating capacity; the speed and degree to which competition enters the power generation, wholesale and retail sectors of the electric utility industry; state and federal regulatory initiatives that increase competition, threaten cost and investment recovery, and impact rate structures; the ability of the Company to successfully reduce its cost structure; the economic climate and growth in the service territory; inflationary trends and interest rates and other risks. Business Outlook The Company's ability to recover its costs as the industry transitions to competition and as customer choice is more broadly available is the most significant factor affecting its future. Competition in the wholesale generation market continues to intensify since the adoption of federal legislation in 1992 which gave wholesale customers the right to choose their energy supplier and the Federal Energy Regulatory Commission (FERC) orders issued in 1996 which force open access transmission. The introduction of competition and customer choice for retail customers has been slow although activity has been increasing. Federal legislation has been proposed to mandate competition and customer choice at the retail level, and several states have introduced or are considering similar legislation. The Michigan Commission has started a program for certain utilities to phase-in to competition with the objective of providing full customer choice by 2002. The Company has begun discussions with the Commission and other interested parties to formulate a plan. The actions by the Michigan commission were not mandated by legislation and are subject to a number of uncertainties and it is not possible to determine what impact if any the resolution of these matters will have on the operations of the Company. The Company's Michigan jurisdiction accounts for 12% of total revenues. Indiana is considering legislative initiatives to move to customer choice, although the timing is uncertain. The Company supports customer choice and is proactively involved in discussions at both the state and federal levels regarding how best to structure and transition to a competitive marketplace. As the electric energy market evolves from cost-of-service ratemaking to market-based pricing, many complex issues must be resolved, including the recovery of stranded costs. While FERC orders No. 888 and 889 provide, under certain conditions, for recovery of stranded cost at the wholesale level, the issue of stranded cost recovery is unresolved at the much larger state retail level. The amount of any stranded costs the Company may experience depends on the timing and extent to which direct competition is introduced to our business and the then-existing market price of electricity. Under the provisions of 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 revenues) are included in the consolidated balance sheets of cost-based regulated utilities in accordance with regulatory actions to match expenses and revenues with cost-based rates. In order to maintain net regulatory assets (net expense deferrals) on the balance sheet, SFAS No. 71 requires that rates charged to customers be cost-based and the recovery of regulatory assets must be probable. In the event a portion of the Company's business no longer met the requirements of SFAS No. 71, net regulatory assets would have to be written off for that portion of the business. The provisions of SFAS No. 71 and SFAS No. 101 "Accounting for the Discontinuance of Application of Statement No. 71" never anticipated that deregulation would include an extended transition period or that it would provide for recovery after the transition period of stranded costs. In July 1997 the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a consensus that the application of SFAS No. 71 to a segment of a regulated electric utility which is subject to a legislative plan to transition to competition in that segment should cease when the legislation is passed, or an enabling rate order is issued containing sufficient detail for the utility to reasonably determine what the plan would entail. The EITF indicated that the cessation of application of SFAS No. 71 would require that existing regulatory assets and impaired plant be written off unless they are recoverable. Although FERC orders No. 888 and 889 provide for competition in the firm wholesale market, that market is a relatively small part of our business and most of our firm wholesale sales are still under cost-of-service contracts. As a result the Company's generation business is still cost-based regulated and should remain so for the near future pending the passage of enabling state legislation to deregulate the generation business. We believe that enabling state legislation should provide for the recovery of any generation-related net regulatory assets and other reasonable stranded costs from impaired generation assets. We are working with regulators, customers and legislators to provide for recovery of these stranded costs during a transition period in which rates are fixed or frozen and electric utilities would take steps to achieve cost savings which would be used to reduce or eliminate their stranded costs. However, if in the future the Company's generation business were to no longer be cost-based regulated and if it were not possible to demonstrate probability of recovery of resultant stranded costs including regulatory assets, results of operations, cash flows and financial condition of the Company would be adversely affected. Cost Containment and Process Improvement Efforts continue to reduce the cost of products and services in order to maintain our competitiveness. Prior to 1997, reviews of our major processes led to decisions to consolidate in the AEP Service Corporation senior management and certain functions and operations. While staff reductions and cost savings are presently being achieved from the consolidation and restructuring expenses for new marketing, customer services and modern efficient management information systems are increasing to prepare for competition. In 1997, the Company began installing a new unified customer service system which is designed to support the request for service, billings, accounts receivable, credit and collection functions. The new unified customer service system replaces a 30-year-old customer system and a nine-year-old transmission and distribution work management system. Process improvement efforts and expenditures to develop and implement the new customer service system and similar efforts and expenditures to acquire, install and enhance new client server based accounting and budgeting/financial planning software should produce further improvements and efficiencies, enabling the Company to continue to offer its customers excellent service at competitive prices. Nuclear Cost Significant efforts have been made to enhance our competitiveness in nuclear power generation and to improve our nuclear organizational efficiency. We continue to receive the "excellence in performance" award from the Institute of Nuclear Power Operations. Nuclear power plants have a major future financial commitment to safely dispose of spent nuclear fuel and radioactive plant components (i.e. to decommission the plant). It is difficult to reduce nuclear generation costs since certain major cost components are impacted by federal laws and Nuclear Regulatory Commission (NRC) regulations. The Nuclear Waste Policy Act of 1982 established federal responsibility for the permanent off-site disposal of spent nuclear fuel and high-level radioactive waste. By law we participate in the Department of Energy's (DOE's) Spent Nuclear Fuel (SNF) disposal program which is described in Note 3 of the Notes to Consolidated Financial Statements. Since 1983 our customers have paid $272 million for the disposal of spent nuclear fuel consumed at the Cook Nuclear Plant. Under the provisions of the Nuclear Waste Policy Act, collections from customers are to provide the DOE with money to build a repository for spent fuel. To date the federal government has not made sufficient progress towards a permanent repository or otherwise assuming responsibility for SNF. As long as there is a delay in the construction of a government approved storage repository for SNF, the cost of both temporary and permanent storage will continue to increase. The cost to decommission the Cook Nuclear Plant is affected by both NRC regulations and the DOE's SNF disposal program. Studies completed in 1997 estimate the cost to decommission the Cook Nuclear Plant range from $700 million to $1.152 billion in 1997 dollars. This estimate could escalate due to uncertainty in the DOE's SNF disposal program and the length of time that SNF may need to be stored at the plant site delaying decommissioning. Presently we are recovering the estimated cost of decommissioning the Cook Nuclear Plant over its remaining life. However, the Company's future results of operations and possibly its financial condition could be adversely affected if the cost of spent nuclear fuel disposal and decommissioning continues to increase and cannot be recovered. On September 9 and 10, 1997, during a NRC architect engineer design inspection, questions regarding the operability of certain safety systems caused Company operations personnel to shut down Units 1 and 2 of the Cook Nuclear Plant. On September 19, 1997, the NRC issued a Confirmatory Action Letter requiring the Company to address the issues identified in the letter. The Company is working with the NRC to resolve these issues and other issues related to restart of the units. Certain issues identified in the letter have been addressed. At this time management is unable to determine when the units will be returned to service. If the units are not returned to service in a reasonable period of time, it could have an adverse impact on results of operations, cash flows and possibly financial condition. Environmental Concerns We take great pride in our efforts to economically produce and deliver electricity while minimizing the impact on the environment. The Company has spent hundreds of millions of dollars to equip our facilities with the latest economical clean air and water technologies and to research possible new technologies. We intend to continue to take a leadership role to foster economically prudent efforts to protect and preserve the environment. By-products from the generation of electricity include materials such as ash, slag, sludge, low-level radioactive waste and spent nuclear fuel. Coal combustion by-products are typically disposed of or treated in captive disposal facilities or are beneficially utilized. In addition, our generating plants and transmission and distribution facilities have used asbestos, polychlorinated biphenyls (PCBs) and other hazardous and nonhazardous materials. The Company is currently incurring costs to safely dispose of such substances. Additional costs could be incurred to comply with new laws and regulations if enacted. The Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) addresses clean-up of hazardous substances at disposal sites and authorized the United States Environmental Protection Agency (Federal EPA) to administer the clean-up programs. As of year-end 1997, the Company is currently involved in litigation with respect to two sites overseen by the Federal EPA, and has been named by the Federal EPA as a "Potentially Responsible Party" (PRP) for three other sites. There are four additional sites for which the Company has received information requests which could lead to PRP designation as well as information requests for one state administered site. The Company's liability has been resolved for a number of sites with no significant effect on results of operations and present estimates do not anticipate material cleanup costs for identified sites for which we have been declared a PRP. However, if for reasons not currently identified significant costs are incurred for cleanup, future results of operations, cash flows and possibly financial condition would be adversely affected unless the costs can be recovered. In 1997 the Federal EPA published a revised ambient air quality standard for ozone and established a new ambient air quality standard for fine particulate matter. These standards are expected to result in redesignation of a number of areas of the country currently in compliance with the existing standard to nonattainment which could ultimately dictate more stringent emission restrictions for AEP generating units including those of the Company's. Under the new rules the states must first determine the attainment status of their areas. The states then have three years to submit a compliance plan and up to ten years after designation to come into compliance with the new standards. The compliance deadline could be as late as 2010 for the ozone standard and 2012-2015 for the fine particulate standard. Although we are reviewing the impact of the new rules, we are unable to estimate compliance costs without knowledge of the reductions that the states will find necessary to meet the new standards. If such reductions are significant and the Company and its affiliates must bear a significant portion of the cost of compliance in a region or county that is in violation of the revised standards, it would have a material adverse effect on results of operations, cash flows and possibly financial condition unless such costs are recovered from customers. At the global climate conference in Kyoto, Japan in December 1997 more than 160 countries negotiated a treaty limiting emissions of greenhouse gases, chiefly carbon dioxide, which may eventually contribute to global warming. Although there is no clear scientific evidence that carbon dioxide contributes to global warming and damages the environment, the treaty, which requires Congressional approval, calls for a seven percent reduction below emission levels of greenhouse gases in 1990. We intend to work with the Congress to insure that science and reason are introduced to the debate. If approved by the Congress, the costs to comply with the emission reductions required by the Kyoto treaty are expected to be substantial and would have a material adverse impact on results of operations, cash flows and possibly financial condition if not recovered from customers. Results of Operations Although operating revenues increased $63 million or 5% in 1997 due to increased accruals for retail power costs that will be collected in the future under power supply cost recovery mechanisms and increased wholesale transactions from a new power marketing business, net income decreased $10 million or 7% as a result of increases in purchased power and other operation expenses. In July 1997 the Company started a new power marketing business of buying and selling power outside the AEP System which accounted for the increases in purchased power and wholesale revenues. The increase in other operation expense reflects the effect of the recognition of gains on sales of emission allowance in 1996 and higher administrative and general costs and uncollectible accounts expenses in 1997. In 1996 net income increased $16 million or 11% mainly due to increased wholesale sales, a reduction in maintenance expense and reduced financing costs. Also contributing to the earnings increase in 1996 were severance pay charges recorded in 1995 in connection with AEP's restructuring of management and operations and gains recorded in 1996 from emission allowance transactions. Operating Revenues Increase Operating revenues increased 4.8% in 1997 following a 3.5% increase in 1996. The following analyzes the changes in operating revenues: Increase (Decrease) From Previous Year (dollars in millions) 1997 1996 Amount % Amount % Retail: Price Variance $ 26.6 $(25.9) Volume Variance 7.4 32.8 34.0 3.7 6.9 0.8 Wholesale: Price Variance 43.8 (55.6) Volume Variance (20.2) 89.6 23.6 6.0 34.0 9.5 Other Operating Revenues 5.8 4.4 Total $ 63.4 4.8 $ 45.3 3.5 The increase in operating revenues in 1997 can be attributed to increased retail and wholesale revenues. The increase in retail revenues results from the accrual of revenues to be recovered from ratepayers for the increased cost of replacement power and increased fossil fuel usage during an outage of both units at the Company's nuclear plant. Under the retail jurisdictional fuel clauses, revenues are accrued for the unrecovered cost of fuel in both retail jurisdictions and for replacement power costs in the Michigan jurisdiction until approved for billing. The increase in wholesale revenues in 1997 was mainly due to the introduction of new power marketing transactions in July 1997. The new power marketing transactions involve the purchase and sale of electricity outside the AEP transmission system. The increase in power marketing sales was offset by a decrease in sales to the Power Pool due mainly to the outage of Cook Plant. The reduction in sales to the Power Pool did not lead to a corresponding decrease in revenues since capacity credits continue to be received. Capacity credits are designed to allocate the cost of the AEP System's generating capacity among the members of the Power Pool based on the Power Pool members relative peak demands and generating reserves. The Company is compensated for the out-of-pocket costs of energy delivered to the Power Pool. Operating revenues increased in 1996 primarily as a result of increased wholesale sales attributable to increased internal generation being supplied to the Power Pool and unaffiliated utilities. The Company's share of Power Pool allocated sales increased 40% due to increased transactions with other utilities and power marketers. During 1996 the Company provided coal conversion services to power marketers and unaffiliated utilities resulting in 1.2 billion kilowatthours of electricity being generated under a new FERC-approved interruptible tariff for the conversion of customers' coal to electricity and does not include any fuel cost. Since these sales are for the service of converting the customers' coal to electricity and do not include any fuel cost, the average wholesale price per kilowatthour was significantly less in 1996 than in 1995. Operating Expenses Increase Total operating expenses increased 7% in 1997 primarily due to an increase in power purchases. The 3% increase in 1996 was mainly due to the increased operation of the Company's nuclear units, increased Power Pool wholesale transactions, and higher income taxes partially offset by a significant reduction in maintenance expense. The changes in operating expenses were: Increase (Decrease) From Previous Year (dollars in millions) 1997 1996 Amount % Amount % Fuel $(9.8) (4.2) $ 13.3 6.0 Purchased Power 78.8 56.8 13.3 10.6 Other Operation 23.6 7.6 3.5 1.2 Maintenance 2.5 2.2 (26.5) (18.7) Depreciation and Amortization 0.4 0.3 1.6 1.2 Amortization of Rockport Plant Unit 1 Phase-in Plan Deferrals (3.8) (24.1) - - Taxes Other Than Federal Income Taxes (8.8) (11.9) 1.9 2.7 Federal Income Taxes (6.8) (8.8) 23.5 43.5 Total $76.1 6.9 $ 30.6 2.8 The decrease in fuel expense in 1997 reflects a 36% decrease in nuclear generation as both nuclear units were unavailable from September 9 through the end of the year. See Cook Plant shutdown discussed above. The decrease in nuclear generation was partially offset by a 6% increase in fossil generation. Fuel expense increased in 1996 due to a 17% increase in nuclear generation made possible by the shorter refueling outage in 1996 versus an extended refueling and maintenance outage in 1995. This increase was partially offset by a lower average price per ton of coal consumed from a favorable settlement of a coal transportation dispute. Purchased power expense increased significantly in 1997 due to the Company's share of purchases of power by AEP's new power marketing business and increased purchases from the Power Pool to replace power usually generated by the out-of-service nuclear units. The rise in purchased power expense in 1996 was mainly due to additional power purchases under an agreement with the Ohio Valley Electric Corporation, an affiliated company which is not a member of the Power Pool, and increased purchases from the Power Pool to support the Company's allocated share of higher Power Pool wholesale transactions with non-affiliated utilities. Other operation expense increased in 1997 due to the effect of gains on the disposition of emission allowances recorded in 1996 and higher administrative and general costs and uncollectible accounts receivable expenses. The substantial decrease in maintenance expense in 1996 was due to cost-reduction measures at the Company's nuclear plant, which reduced the number of employees performing maintenance and lowered payments for contract maintenance labor. The recovery period for Rockport Plant Unit 1 costs deferred under a rate phase-in plan in the Indiana jurisdiction ended in August 1997 causing the decrease in the amortization of phase-in plan deferrals. The deferred costs were amortized over a 10-year period commensurate with their collection from customers pursuant to an order of the Indiana Utility Regulatory Commission (IURC). The decrease in taxes other than federal income taxes in 1997 was due to decreases in real and personal property taxes, Michigan single business tax and Indiana supplemental income tax. Federal income taxes attributable to operations decreased in 1997 due to a decrease in pre-tax operating income. The increase in 1996 reflects 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. Financing Costs The decline in interest charges in 1996 was due to debt repayments and a refinancing program which lowered interest rates. Financial Condition In 1997 the Company maintained its strong financial condition. We redeemed 790,967 shares of cumulative preferred stock with rates ranging from 4.12% to 6.875% at a total cost of $79 million. We used short-term debt and junior subordinated deferrable interest debentures to pay for the preferred stock tendered and to benefit from the tax deductibility of interest. The Company issued $48 million principal amount of long-term obligations in 1997 at 6.4%. We continued to reduce financing costs by retiring higher-cost bonds and restructuring the long-term debt from senior secured/first mortgage bonds to senior unsecured debt and junior debentures. The principal amount of long-term debt retirements, including maturities, totaled $50 million at 8.75%. Our senior secured debt/first mortgage bond ratings which were reaffirmed and improved in 1997, are: Moody's, Baa1; Standard & Poor's, A-; and Fitch, BBB+. Gross plant and property additions were $235 million in 1997 and $144 million in 1996. Management estimates construction expenditures for the next three years to be $456 million which includes the replacement of the Cook Plant Unit 1 steam generators. The funds for construction of new facilities and improvement of existing facilities can come from a combination of internally generated funds, short-term and long-term borrowings, preferred stock issuances and investments in common equity by the Company's parent, American Electric Power Company, Inc. (AEP Co., Inc.) However, all of the construction expenditures for the next three years are expected to be financed with internally generated funds. Inflation affects the Company's cost of replacing utility plant and the cost of operating and maintaining plant. The rate-making process generally limits our recovery to the historical cost of assets resulting in economic losses when the effects of inflation are not recovered from customers on a timely basis. However, economic gains that result from the repayment of long-term debt with inflated dollars partly offset such losses. When necessary the Company generally issues short-term debt to provide for interim financing of capital expenditures that exceed internally generated funds. At December 31, 1997, $442 million of unused short-term lines of credit shared with other AEP System companies were available. Short-term debt borrowings are limited by provisions of the Public Utility Holding Company Act of 1935 to $175 million. Generally periodic reductions of outstanding short-term debt are made through issuances of long-term debt and through additional capital contributions by the parent company. The Company's earnings coverage presently exceeds all minimum coverage requirements for the issuance of mortgage bonds and preferred stock. The minimum coverage ratios are 2.0 for mortgage bonds and 1.5 for preferred stock. At December 31, 1997, the mortgage bonds and preferred stock coverage ratios were 7.57 and 2.88, respectively. The Company is committed under unit power agreements to purchase 70% of an affiliated (AEGCo's) share of the 1,300 mw Rockport Plant capacity unless it is sold to other utilities. AEGCo has a long contract with an unaffiliated utility for 455 mw that expires in 1999. AEGCo's total revenues from this contract in 1997 were $72 million including capacity and energy charges. Other Matters Corporate Owned Life Insurance In connection with the audit of AEP's consolidated federal income tax returns the Internal Revenue Service (IRS) agents sought a ruling from the IRS National Office that certain interest deductions relating to a corporate owned life insurance (COLI) program should not be allowed. The Company established the COLI program in 1990 as part of its 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. No adjustments have been proposed by the IRS. However, should a disallowance of COLI interest deductions be proposed it would, if sustained, reduce earnings by approximately $59 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. Computer Software - Year 2000 Compliance Many existing computer hardware and software programs will not properly recognize calendar dates beginning in the year 2000. Unless corrected, this "Year 2000" problem may cause computer malfunctions, such as system shutdowns or incorrect calculations and system output. The Company is addressing the problem internally by modifying or replacing its computer hardware and software programs. The problem is also being addressed externally with entities that interact electronically with the Company, including but not limited to, suppliers, service providers, government agencies, customers, creditors and financial service organizations. However, due to the complexity of the problem and the interdependent nature of computer systems, if the Company's corrective actions, and/or the actions of other interdependent entities, fail for critical applications, the Company may be adversely impacted in the year 2000. Although significant, the cost of correcting the "Year 2000" problem is not expected to have a material impact on results of operations, cash flows or financial condition. New Accounting Standards In June 1997 the FASB issued SFAS 130 "Reporting Comprehensive Income" and SFAS 131 "Disclosures About Segments of an Enterprise and Related Information." SFAS 130 establishes the standards for reporting and displaying components of "comprehensive income," which is the total of net income and all other changes in equity except those resulting from investments by shareholders and dispositions to shareholders. SFAS 131 initiates standards for reporting information about operating segments in annual and interim financial statements as well as related disclosures about products and services, geographic areas and major customers. I&M's adoption of these new reporting standards in 1998 is not expected to have a material effect on the results of operations, cash flows and/or financial condition. Litigation The Company is involved in a number of legal proceedings and claims. While we are unable to predict the outcome of such litigation, it is not expected that the ultimate resolution of these matters will have a material adverse effect on the results of operations, cash flows and/or financial condition. INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors of Indiana Michigan Power Company: We have audited the accompanying consolidated balance sheets of Indiana Michigan 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 Indiana Michigan 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 INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES Consolidated Statements of Income Year Ended December 31, 1997 1996 1995 (in thousands) OPERATING REVENUES $1,391,917 $1,328,493 $1,283,157 OPERATING EXPENSES: Fuel 226,402 236,237 222,967 Purchased Power 217,460 138,687 125,413 Other Operation 334,115 310,513 306,967 Maintenance 117,780 115,300 141,813 Depreciation and Amortization 140,812 140,437 138,814 Amortization of Rockport Plant Unit 1 Phase-in Plan Deferrals 11,871 15,644 15,644 Taxes Other Than Federal Income Taxes 64,945 73,729 71,791 Federal Income Taxes 70,744 77,529 54,025 Total Operating Expenses 1,184,129 1,108,076 1,077,434 OPERATING INCOME 207,788 220,417 205,723 NONOPERATING INCOME 4,415 2,729 6,272 INCOME BEFORE INTEREST CHARGES 212,203 223,146 211,995 INTEREST CHARGES 65,463 65,993 70,903 NET INCOME 146,740 157,153 141,092 PREFERRED STOCK DIVIDEND REQUIREMENTS 5,736 10,681 11,791 EARNINGS APPLICABLE TO COMMON STOCK $ 141,004 $ 146,472 $ 129,301 See Notes to Consolidated Financial Statements. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES Consolidated Statements of Cash Flows Year Ended December 31, 1997 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income $ 146,740 $ 157,153 $ 141,092 Adjustments for Noncash Items: Depreciation and Amortization 148,630 148,123 148,441 Amortization of Rockport Plant Unit 1 Phase-in Plan Deferrals 11,871 15,644 15,644 Amortization (Deferral) of Incremental Nuclear Refueling Outage Expenses (net) (15,967) 7,662 8,684 Deferred Federal Income Taxes 3,922 (24,687) (23,564) Deferred Investment Tax Credits (8,428) (8,729) (9,004) Changes in Certain Current Assets and Liabilities: Accounts Receivable (net) (10,456) (10,235) 4,121 Fuel, Materials and Supplies 5,168 903 (6,255) Accrued Utility Revenues 7,774 5,642 (3,355) Accounts Payable 6,502 1,186 (2,431) Taxes Accrued (18,550) (6,296) 8,075 Other (net) (16,995) 7,975 (23,099) Net Cash Flows From Operating Activities 260,211 294,341 258,349 INVESTING ACTIVITIES: Construction Expenditures (122,360) (95,046) (117,785) Long-term Receivable from Customer for Construction of Facilities - 62 (18,733) Proceeds from Sales of Property and Other 2,016 2,714 9,325 Net Cash Flows Used For Investing Activities (120,344) (92,270) (127,193) FINANCING ACTIVITIES: Issuance of Long-term Debt 47,728 38,579 96,819 Retirement of Cumulative Preferred Stock (78,877) (30,568) - Retirement of Long-term Debt (50,000) (46,091) (141,122) Change in Short-term Debt (net) 76,100 (46,475) 39,375 Dividends Paid on Common Stock (131,260) (112,508) (110,852) Dividends Paid on Cumulative Preferred Stock (5,931) (10,498) (11,560) Net Cash Flows Used For Financing Activities (142,240) (207,561) (127,340) Net Increase (Decrease) in Cash and Cash Equivalents (2,373) (5,490) 3,816 Cash and Cash Equivalents January 1 8,233 13,723 9,907 Cash and Cash Equivalents December 31 $ 5,860 $ 8,233 $ 13,723 See Notes to Consolidated Financial Statements. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES Consolidated Balance Sheets December 31, 1997 1996 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production $2,545,484 $2,525,969 Transmission 908,736 881,407 Distribution 737,902 696,069 General (including nuclear fuel) 233,888 189,619 Construction Work in Progress 88,487 84,605 Total Electric Utility Plant 4,514,497 4,377,669 Accumulated Depreciation and Amortization 1,973,937 1,861,893 NET ELECTRIC UTILITY PLANT 2,540,560 2,515,776 NUCLEAR DECOMMISSIONING AND SPENT NUCLEAR FUEL DISPOSAL TRUST FUNDS 566,390 490,778 OTHER PROPERTY AND INVESTMENTS 156,228 154,265 CURRENT ASSETS: Cash and Cash Equivalents 5,860 8,233 Accounts Receivable: Customers 107,087 90,656 Affiliated Companies 15,662 13,727 Miscellaneous 14,561 21,439 Allowance for Uncollectible Accounts (1,188) (156) Fuel - at average cost 17,182 23,977 Materials and Supplies - at average cost 78,701 77,074 Accrued Utility Revenues 30,521 38,295 Prepayments 4,685 10,271 TOTAL CURRENT ASSETS 273,071 283,516 REGULATORY ASSETS 400,489 421,692 DEFERRED CHARGES 31,060 31,457 TOTAL $3,967,798 $3,897,484 See Notes to Consolidated Financial Statements. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES December 31, 1997 1996 (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 732,472 731,272 Retained Earnings 278,814 269,071 Total Common Shareholder's Equity 1,067,870 1,056,927 Cumulative Preferred Stock: Not Subject to Mandatory Redemption 9,435 21,977 Subject to Mandatory Redemption 68,445 135,000 Long-term Debt 1,014,237 1,042,104 TOTAL CAPITALIZATION 2,159,987 2,256,008 OTHER NONCURRENT LIABILITIES: Nuclear Decommissioning 381,016 313,845 Other 232,667 174,903 TOTAL OTHER NONCURRENT LIABILITIES 613,683 488,748 CURRENT LIABILITIES: Long-term Debt Due Within One Year 35,000 - Short-term Debt 119,600 43,500 Accounts Payable - General 36,729 31,015 Accounts Payable - Affiliated Companies 31,665 30,877 Taxes Accrued 46,850 65,400 Interest Accrued 15,741 15,281 Obligations Under Capital Leases 34,033 29,740 Other 63,250 66,436 TOTAL CURRENT LIABILITIES 382,868 282,249 DEFERRED INCOME TAXES 559,708 594,879 DEFERRED INVESTMENT TAX CREDITS 138,045 146,473 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2 92,419 96,125 DEFERRED CREDITS 21,088 33,002 COMMITMENTS AND CONTINGENCIES (Note 3) TOTAL $3,967,798 $3,897,484 See Notes to Consolidated Financial Statements. INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES Consolidated Statements of Retained Earnings Year Ended December 31, 1997 1996 1995 (in thousands) Retained Earnings January 1 $269,071 $235,107 $216,658 Net Income 146,740 157,153 141,092 415,811 392,260 357,750 Deductions: Cash Dividends Declared: Common Stock 131,260 112,508 110,852 Cumulative Preferred Stock: 4-1/8% Series 249 495 495 4.56% Series 88 273 273 4.12% Series 80 165 165 5.90% Series 985 2,360 2,360 6-1/4% Series 1,266 1,875 1,875 6.30% Series 834 2,205 2,205 6-7/8% Series 1,255 2,063 2,063 7.08% Series - 531 2,124 Total Cash Dividends Declared 136,017 122,475 122,412 Capital Stock Expense 980 714 231 Total Deductions 136,997 123,189 122,643 Retained Earnings December 31 $278,814 $269,071 $235,107 </TABLE See Notes to Consolidated Financial Statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: Organization Indiana Michigan Power Company (the Company or I&M) 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 to 549,000 retail customers in its service territory in northern and eastern Indiana and a portion of southwestern Michigan. 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, its facilities are operated in conjunction with the facilities of certain other AEP affiliated utilities as an integrated utility system. The Company has two wholly-owned subsidiaries, that were formerly engaged in coal-mining operations which are consolidated in these financial statements, Blackhawk Coal Company and Price River Coal Company. Blackhawk Coal Company currently leases and subleases portions of its Utah coal rights, land and related mining equipment to unaffiliated companies. Price River Coal Company, which owns no land or mineral rights, is inactive. Regulation As a subsidiary of AEP Co., Inc., I&M is subject to regulation by the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935 (1935 Act). Retail rates are regulated by the Indiana Utility Regulatory Commission (IURC) and the Michigan Public Service Commission (MPSC). The Federal Energy Regulatory Commission (FERC) regulates wholesale rates. Principles of Consolidation The consolidated financial statements include I&M and its wholly-owned subsidiaries. Significant intercompany items are eliminated in consolidation. Basis of Accounting As a cost-based rate-regulated entity, I&M'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 cost-based 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 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 and Amortization 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: Functional Class Annual Composite of Property Depreciation Rates Production: Steam-Nuclear 3.4% Steam-Fossil-Fired 4.4% Hydroelectric-Conventional 3.2% Transmission 1.9% Distribution 4.2% General 3.8% Amounts for the demolition and removal of non-nuclear plant are presently recovered through depreciation charges included in rates. The accounting and rate-making treatment afforded nuclear decommis- sioning costs and nuclear fuel disposal costs are discussed in Note 3. Cash and Cash Equivalents Cash and cash equivalents include temporary cash investments with original maturities of three months or less. Operating Revenues and Fuel Costs Revenues include the accrual of electricity consumed but unbilled at month-end as well as billed revenues. Fuel costs are matched with revenues in accordance with rate commission orders. Revenues are accrued related to unrecovered fuel in both retail jurisdictions and for replacement power costs in the Michigan jurisdiction until approved for billing. If the Company's earnings exceed the allowed return in the Indiana jurisdiction, the fuel clause mechanism provides for the refunding of the excess earnings to ratepayers. Wholesale jurisdictional fuel cost changes are expensed and billed as incurred. Levelization of Nuclear Refueling Outage Costs Incremental operation and maintenance costs associated with refueling outages at the Donald C. Cook Nuclear Plant (Cook Plant) are deferred commensurate with their rate-making treatment and amortized over the period (generally eighteen months) beginning with the commencement of an outage and ending with the beginning of the next outage. Income Taxes The Company follows the liability method of accounting for income taxes as prescribed by SFAS No. 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 provided with related regulatory assets and liabilities in accordance with SFAS No. 71. Investment Tax Credits Based on directives of regulatory commissions, the Company reflected investment tax credits in rates and on its books on a deferral basis. Commensurate with rate treatment deferred investment tax credits are being amortized over the life of the related plant investment. The Company's policy with regard to investment tax credits for nonutility property is to practice the flow-through method of accounting. Debt and Preferred Stock Gains and losses on reacquistion 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 expenses of debt issuances 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 reacquired is credited to paid-in capital and amortized to retained earnings. Nuclear Decommissioning and Spent Nuclear Fuel Disposal Trust Funds Securities held in trust funds for decommissioning nuclear facilities and for the disposal of spent nuclear fuel are recorded at market value in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Securities in the trust funds have been classified as available-for-sale due to their long-term purpose. Due to the rate-making process, adjustments for unrealized gains and losses are not reported in equity but result in adjustments to the liability account for the nuclear decommissioning trust funds and to regulatory assets or liabilities for the spent nuclear fuel disposal trust funds. Other Property and Investments Other property and investments are stated at cost. 2. EFFECTS OF REGULATION AND PHASE-IN PLANS: In accordance with SFAS No. 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 No. 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 No. 71. In the event a portion of the Company's business were to no longer meet those requirements, net regulatory assets would have to be written off for that portion of the business and assets attributable to that portion of the business would have to be tested for possible impairment and if required an impairment loss recorded unless the net regulatory assets and impairment losses are recoverable as a stranded 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 $277,966 $317,059 Department of Energy Decontamination and Decommissioning Assessment 42,648 45,994 Rate Phase-in Plan Deferrals - 11,871 Nuclear Refueling Outage Cost Levelization 31,772 15,805 Unamortized Loss On Reacquired Debt 17,210 19,388 Other 30,893 11,575 Total Regulatory Assets $400,489 $421,692 Regulatory Liabilities: Deferred Investment Tax Credits $138,045 $146,473 Other* 1,262 16 Total Regulatory Liabilities $139,307 $146,489 * Included in Deferred Credits on Consolidated Balance Sheets. The Rockport Plant consists of two 1,300 megawatt (mw) coal-fired units. I&M and AEP Generating Company (AEGCo), an affiliate, each own 50% of one unit (Rockport 1) and each lease a 50% interest in the other unit (Rockport 2) from unaffiliated lessors under an operating lease. The gain on the sale and leaseback of Rockport 2 was deferred and is being amortized, with related taxes, over the initial lease term which expires in 2022. Rate phase-in plans in the Company's Indiana and FERC jurisdictions provided for the recovery and straight-line amortization of deferred Rockport Plant Unit 1 costs over ten years beginning in 1987. In 1997 the amortization and recovery of the deferred Rockport Plant Unit 1 Phase-in Plan costs was completed. During the recovery period net income was unaffected by the recovery of the phase-in deferrals. Amortization was $11.9 million in 1997 and $15.6 million in 1996 and 1995. 3. COMMITMENTS AND CONTINGENCIES: Construction and Other Commitments Substantial construction commitments have been made to support the Company's utility operations including the replacement of the Cook Plant Unit 1 steam generators. Such commitments do not include any expenditures for new generating capacity. Aggregate construction program expenditures for 1998-2000 are estimated to be $456 million. Long-term fuel supply contracts contain clauses that provide for periodic price adjustments. The retail jurisdictions have fuel clause mechanisms that provide for recovery of changes in the cost of fuel with the regulators' review and approval. The contracts are for various terms, the longest of which extends to 2014, and contain various clauses that would release the Company from its obligation under certain force majeure conditions. The Company is committed under unit power agreements to purchase 70% of an affiliate's (AEGCo's) share of the 1,300 mw Rockport Plant capacity unless it is sold to unaffiliated utilities. AEGCo has one long-term contract with an unaffiliated utility that expires in 1999 for 455 mw of Rockport Plant capacity. The Company sells under contract up to 250 mw of its Rockport Plant capacity to an unaffiliated utility. The contract expires in 2009. 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 ultimate outcome of litigation, it is not expected that the resolution of these matters will have a material adverse effect on the results of operations, cash flows and financial condition. Nuclear Plant I&M owns and operates the two-unit 2,110 mw Donald C. Cook Nuclear Plant under licenses granted by the Nuclear Regulatory Commission. The operation of a nuclear facility involves special risks, potential liabilities, and specific regulatory and safety requirements. Should a nuclear incident occur at any nuclear power plant facility in the United States, the resultant liability could be substantial. By agreement I&M is partially liable together with all other electric utility companies that own nuclear generating units for a nuclear power plant incident. In the event nuclear losses or liabilities are underinsured or exceed accumulated funds and recovery is not possible, results of operations and financial condition would be negatively affected. Nuclear Plant Shutdown On September 9 and 10, 1997, during a Nuclear Regulatory Commission (NRC) architect engineer design inspection, questions regarding the operability of certain safety systems caused Company operations personnel to shut down Units 1 and 2 of the Cook Nuclear Plant. On September 19, 1997, the NRC issued a Confirmatory Action Letter requiring the Company to address the issues identified in the letter. The Company is working with the NRC to resolve these issues and other issues related to restart of the units. Certain issues identified in the letter have been addressed. At this time management is unable to determine when the units will be returned to service. If the units are not returned to service in a timely manner, it could have an adverse impact on results of operations, cash flows and possibly financial condition. Nuclear Incident Liability Public liability is limited by law to $8.9 billion should an incident occur at any licensed reactor in the United States. Commercially available insurance provides $200 million of coverage. In the event of a nuclear incident at any nuclear plant in the United States the remainder of the liability would be provided by a deferred premium assessment of $79.3 million on each licensed reactor payable in annual installments of $10 million. As a result, I&M could be assessed $158.6 million per nuclear incident payable in annual installments of $20 million. The number of incidents for which payments could be required is not limited. Nuclear insurance pools and other insurance policies provide $3.6 billion (reduced to $3.0 billion effective January 1, 1998) of property damage, decommissioning and decontamination coverage for Cook Plant. Additional insurance provides coverage for extra costs resulting from a prolonged accidental Cook Plant outage. Some of the policies have deferred premium provisions which could be triggered by losses in excess of the insurer's resources. The losses could result from claims at the Cook Plant or certain other non-affiliated nuclear units. The Company could be assessed up to $35.8 million annually under these policies. Spent Nuclear Fuel Disposal Federal law provides for government responsibility for permanent spent nuclear fuel disposal and assesses nuclear plant owners fees for spent fuel disposal. A fee of one mill per kilowatthour for fuel consumed after April 6, 1983 is being collected from customers and remitted to the U.S. Treasury. Fees and related interest of $181 million for fuel consumed prior to April 7, 1983 have been recorded as long-term debt. I&M has not paid the government the pre-April 1983 fees due to continued delays and uncertainties related to the federal disposal program. At December 31, 1997, funds collected from customers towards the pre-April 1983 fee and related earnings thereon approximate the liability. Decommissioning and Low Level Waste Accumulation Disposal Decommissioning costs are accrued over the service life of the Cook Plant. The licenses to operate the two nuclear units expire in 2014 and 2017. After expiration of the licenses the plant is expected to be decommissioned through dismantlement. A 1997 nuclear decommissioning study has been completed. The estimated cost of decommissioning and low level waste accumulation disposal costs ranges from $700 million to $1,152 million in 1997 nondiscounted dollars. The wide range is caused by variables in assumptions including the estimated length of time spent nuclear fuel must be stored at the plant subsequent to ceasing operations. This in turn depends on future developments in the federal government's spent nuclear fuel disposal program. Continued delays in the federal fuel disposal program can result in increased decommissioning costs. The Company is recovering estimated decommissioning costs in its three rate-making jurisdictions based on at least the lower end of the range in the most recent decommissioning study at the time of the last rate proceeding. The Company records decommissioning costs in other operation expense and records a noncurrent liability equal to the decommissioning cost recovered in rates; such amount was $28 million in 1997, $27 million in 1996 and $30 million in 1995 including $4 million of special deposits. Decommissioning costs recovered from customers are deposited in external trusts. Trust fund earnings increase the fund assets and the recorded liability thereby decreasing the amount needed to be recovered from ratepayers. At December 31, 1997 the Company has recognized a decommissioning liability of $381 million. 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 AEP System Interconnection Agreement, capacity charges and credits are designed to allocate the cost of the AEP 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. The Company is a net supplier to the pool and, therefore, receives capacity credits from the Power Pool. Operating revenues include revenues for capacity and energy supplied to the Power Pool as follows: Year Ended December 31, 1997 1996 1995 (in thousands) Capacity Revenues $ 53,282 $ 57,594 $ 59,918 Energy Revenues 64,861 98,162 83,799 Total $118,143 $155,756 $143,717 Purchased power expense includes charges of $51.0 million in 1997, $34.5 million in 1996 and $25.4 million in 1995 for energy received from the Power Pool. Power Pool members share in wholesale sales to unaffiliated entities made by the Power Pool. The Company's share of the wholesale power pool sales included in operating revenues were $127.4 million in 1997, $73.4 million in 1996 and $52.6 million in 1995. In addition, the Power Pool purchases power from unaffiliated entities for resale to other unaffiliated entities. The Company's share of these purchases was included in purchased power expense and totaled $67.9 million (including new power marketing transactions) in 1997, $8.1 million in 1996 and $10.7 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. The cost of Rockport Plant power purchased from AEGCo, an affiliated company that is not a member of the Power Pool, was included in purchased power expense in the amounts of $87.5 million, $85.4 million and $85.2 million in 1997, 1996 and 1995, respectively. The cost of power purchased from Ohio Valley Electric Corporation, an affiliated but non-associated company that is not a member of the Power Pool, was included in purchased power expense in the amounts of $11.0 million, $10.7 million and $4.0 million in 1997, 1996 and 1995, respectively. The Company operates the Rockport Plant and bills AEGCo for its share of operating costs. 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 AEP System companies' respective peak demands. Pursuant to the terms of the agreement, since the Company's relative investment in transmission facilities is greater than its relative peak demand, other operation expense includes equalization credits of $46.1 million, $46.3 million and $46.7 million in 1997, 1996 and 1995, respectively. Revenues from providing barging services were recorded in nonoperating income as follows: Year Ended December 31, 1997 1996 1995 (in thousands) Affiliated Companies $24,427 $22,740 $23,160 Unaffiliated Companies 8,383 6,776 6,992 Total $32,810 $29,516 $30,152 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 years ended December 31, 1997, 1996 and 1995 were $2.1 million, $4.1 million and $2.7 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. The funding policy for OPEB cost 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 106, "Employers Accounting for Postretirement Benefits Other Than Pensions," exceeds the pay-as-you-go amount). Contributions were $6.3 million in 1997, $8.4 million in 1996 and $10.3 million in 1995. OPEB costs are determined by the application of AEP System actuarial assumptions to each company's employee complement. The Company's annual accrued costs for 1997, 1996 and 1995 required by SFAS 106 for employees and retirees were $11.5 million, $12.8 million and $13.6 million, respectively. 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 employer's annual contributions totaled $4 million in 1997, $3.7 million in 1996 and $3.9 million in 1995. 6. SUPPLEMENTARY INFORMATION: Year Ended December 31, 1997 1996 1995 (in thousands) Cash was paid for: Interest (net of capitalized amounts) $ 62,274 $ 64,117 $71,457 Income Taxes 120,212 125,707 88,675 Noncash Acquisitions Under Capital Leases 111,395 48,305 32,073 In connection with the 1996 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. In connection with the 1995 sale of western coal land and equipment the Company will receive cash payments from the buyer of $31.5 million over a six year period which has been recorded at a net present value of $26.9 million. In connection with construction of facilities in 1995 to provide service to a new customer the Company will receive cash payments of $21.4 million plus accrued interest over 20 years. The long-term portion of these receivables is recorded as other property and investments and the current portion is recorded as miscellaneous accounts receivable. 7. 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 $ 75,442 $110,133 $ 75,686 Deferred 3,088 (24,730) (13,732) Deferred Investment Tax Credits (7,786) (7,874) (7,929) Total 70,744 77,529 54,025 Charged (Credited) to Nonoperating Income (net): Current 3,287 182 12,872 Deferred 834 43 (9,832) Deferred Investment Tax Credits (642) (855) (1,075) Total 3,479 (630) 1,965 Total Federal Income Taxes as Reported $ 74,223 $ 76,899 $ 55,990 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 $146,740 $157,153 $141,092 Federal Income Taxes 74,223 76,899 55,990 Pre-tax Book Income $220,963 $234,052 $197,082 Federal Income Tax on Pre-tax Book Income at Statutory Rate (35%) $77,337 $81,918 $68,979 Increase (Decrease) in Federal Income Tax Resulting From the Following Items: Depreciation 14,082 13,880 8,954 Corporate Owned Life Insurance (3,348) (2,178) (5,187) Investment Tax Credits (net) (8,428) (8,729) (9,004) Other (5,420) (7,992) (7,752) Total Federal Income Taxes as Reported $74,223 $76,899 $55,990 Effective Federal Income Tax Rate 33.6% 32.9% 28.4% 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 $ 223,772 $ 241,842 Deferred Tax Liabilities (783,480) (836,721) Net Deferred Tax Liabilities $(559,708) $(594,879) Property Related Temporary Differences $(471,898) $(480,818) Amounts Due From Customers For Future Federal Income Taxes (74,282) (79,658) Deferred State Income Taxes (65,679) (89,471) Deferred Net Gain - Rockport Plant Unit 2 32,347 33,644 All Other (net) 19,804 21,424 Total Net Deferred Tax Liabilities $(559,708) $(594,879) The Company and its subsidiaries join in the filing of a consolidated federal income tax return with their affiliated companies in the AEP System. The allocation of the AEP System's current consolidated federal income tax to the AEP 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 parent company, AEP Co., Inc., is allocated to its subsidiaries with taxable income. With the exception of the loss of the System 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 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 the COLI interest deductions through December 31, 1997 would reduce earnings by approximately $59 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. 8. FAIR VALUE OF FINANCIAL INSTRUMENTS: Nuclear Trust Funds Recorded at Market Value The Nuclear Decommissioning and Spent Nuclear Fuel Disposal Trust Fund investments are recorded at market value in accordance with SFAS 115 and consist of tax-exempt municipal bonds and other securities. At December 31, 1997 and 1996 the fair values of trust fund investments were $566 million and $491 million, respectively. Accumulated gross unrealized holding gains were $41 million and $21.9 million and accumulated gross unrealized holding losses were $1.2 million at both December 31, 1997 and 1996. The change in market value in 1997, 1996 and 1995 was a net unrealized holding gain of $19.1 million, $2.6 million and $24.9 million, respectively. The trust fund investments' cost basis by security type were: December 31, 1997 1996 (in thousands) Tax-Exempt Bonds $335,358 $340,290 Equity Securities 74,398 54,389 Treasury bonds 44,200 26,958 Corporate Bonds 9,167 7,977 Cash, Cash Equivalents and Interest Accrued 63,392 40,430 Total $526,515 $470,044 Proceeds from sales and maturities of securities of $147.3 million during 1997 resulted in $3.9 million of realized gains and $1.4 million of realized losses. Proceeds from sales and maturities of securities of $115.3 million during 1996 resulted in $2.6 million of realized gains and $2.1 million of realized losses. Proceeds from sales and maturities of securities of $78.2 million during 1995 resulted in $1.4 million of realized gains and $0.3 million of realized losses. The cost of securities for determining realized gains and losses is original acquisition cost including amortized premiums and discounts. At December 31, 1997, the year of maturity of trust fund investments, other than equity securities, was: (in thousands) 1998 $ 87,063 1999-2002 127,575 2003-2007 182,873 After 2007 54,606 Total $452,117 Other Financial Instruments Recorded at Historical Cost 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. Fair values for preferred stocks subject to mandatory redemption were $73 million and $137 million at December 31, 1997 and 1996, respectively, and for long-term debt were $1.1 billion at each year end. The carrying amounts for preferred stock subject to mandatory redemption were $68 million and $135 million and for long-term debt were $1.0 billion 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. The carrying amount of the spent nuclear fuel disposal trust funds approximates the Company's estimate of the pre-April 1983 SNF liability. 9. LEASES: Leases of property, plant and equipment are for periods of up to 35 years and require payments of related property taxes, maintenance and operating costs. The Company is leasing 50% of the 1300 MW Rockport 2 generating unit under an operating lease. The lease has 25 years remaining life and total minimum lease payments of $1.8 billion. The majority of the leases have purchase or renewal options and will be renewed or replaced by other leases. Lease rentals for both operating and capital leases are generally charged to operating expenses in accordance with rate-making treatment. The components of rental costs are as follows: Year Ended December 31, 1997 1996 1995 (in thousands) Operating Leases $ 92,067 $ 96,096 $ 96,472 Amortization of Capital Leases 42,882 55,789 45,843 Interest on Capital Leases 9,737 10,624 9,987 Total Rental Costs $144,686 $162,509 $152,302 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 $ 9,218 $ 7,410 Distribution 14,660 14,699 General: Nuclear Fuel (net of amortization) 103,939 59,681 Other 61,268 60,949 Total Electric Utility Plant 189,085 142,739 Accumulated Amortization 31,358 28,598 Net Electric Utility Plant 157,727 114,141 Other Property 40,746 19,035 Accumulated Amortization 3,246 2,211 Net Other Property 37,500 16,824 Net Properties under Capital Leases $195,227 $130,965 Capital Lease Obligations:* Noncurrent Liability $161,194 $101,225 Liability Due Within One Year 34,033 29,740 Total Capital Lease Obligations $195,227 $130,965 * Represents the present value of future minimum lease payments. The noncurrent portion of capital lease obligations is included in other noncurrent liabilities in 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 $ 16,362 $ 96,974 1999 15,005 92,734 2000 13,593 92,472 2001 11,927 91,684 2002 22,520 90,655 Later Years 47,767 1,631,759 Total Future Minimum Lease Payments 127,174(a) $2,096,278 Less Estimated Interest Element 35,886 Estimated Present Value of Future Minimum Lease Payments 91,288 Unamortized Nuclear Fuel 103,939 Total $195,227 (a) Excludes nuclear fuel rentals which are paid in proportion to heat produced and carrying charges on the unamortized nuclear fuel balance. There are no minimum lease payment requirements for leased nuclear fuel. 10. CUMULATIVE PREFERRED STOCK: At December 31, 1997, authorized shares of cumulative preferred stock were as follows: Par Value Shares Authorized $100 2,250,000 25 11,200,000 The cumulative preferred stock is callable at the price indicated below plus accrued dividends. The involuntary liquidation preference is par value. Unissued shares of the cumulative preferred stock may or may not possess mandatory redemption characteristics upon issuance. During 1996 the Company redeemed and canceled 300,000 shares of the 7.08% series not subject to mandatory redemption. A. Cumulative Preferred Stock Not Subject to Mandatory Redemption: Call Price Shares Amount December 31, Par Number of Shares Redeemed Outstanding December 31, Series 1997 Value Year Ended December 31, December 31, 1997 1997 1996 1997 1996 1995 (in thousands) 4-1/8% $106.125 $100 59,760 233 - 60,007 $6,001 $11,977 4.56% 102 100 44,788 - - 15,212 1,521 6,000 4.12% 102.728 100 20,869 - - 19,131 1,913 4,000 $9,435 $21,977 B. Cumulative Preferred Stock Subject to Mandatory Redemption: Shares Amount Par Number of Shares Redeemed Outstanding December 31, Series(a) Value Year Ended December 31, December 31, 1997 1997 1996 1997 1996 1995 (in thousands) 5.90% (b) $100 233,000 - - 167,000 $16,700 $ 40,000 6-1/4%(b) 100 97,500 - - 202,500 20,250 30,000 6.30% (b) 100 217,550 - - 132,450 13,245 35,000 6-7/8%(c) 100 117,500 - - 182,500 18,250 30,000 $68,445 $135,000 (a) Not callable until after 2002. There are no aggregate sinking fund provisions through 2002. (b) Commencing in 2004 and continuing through 2008 the Company may redeem, at $100 per share, 20,000 shares of the 5.90% series, 15,000 shares of the 6-1/4% series and 17,500 shares of the 6.30% series outstanding under sinking fund provisions at its option and all remaining outstanding shares must be redeemed not later than 2009. Shares redeemed in 1997 may be applied to meet the sinking fund requirement. (c) Commencing in 2003 and continuing through the year 2007, a sinking fund will require the redemption of 15,000 shares each year and the redemption of the remaining shares outstanding on April 1, 2008, in each case at $100 per share. Shares redeemed in 1997 may be applied to meet the sinking fund requirement. 11. 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 $ 520,317 $ 522,507 Installment Purchase Contracts 309,269 309,120 Other Long-term Debt (a) 180,837 171,706 Junior Debentures 38,814 38,771 1,049,237 1,042,104 Less Portion Due Within One Year 35,000 - Total $1,014,237 $1,042,104 (a) Represents a Nuclear Fuel Disposal liability including interest accrued payable to the Department of Energy. See Note 3. First mortgage bonds outstanding were as follows: December 31, 1997 1996 (in thousands) % Rate Due 7.00 1998 - May 1 $ 35,000 $ 35,000 7.30 1999 - December 15 35,000 35,000 6.40 2000 - March 1 48,000 - 7.63 2001 - June 1 40,000 40,000 7.60 2002 - November 1 50,000 50,000 7.70 2002 - December 15 40,000 40,000 6.80 2003 - July 1 20,000 20,000 6.55 2003 - October 1 20,000 20,000 6.10 2003 - November 1 30,000 30,000 6.55 2004 - March 1 25,000 25,000 8.75 2022 - May 1 - 50,000 8.50 2022 - December 15 75,000 75,000 7.80 2023 - July 1 20,000 20,000 7.35 2023 - October 1 20,000 20,000 7.20 2024 - February 1 40,000 40,000 7.50 2024 - March 1 25,000 25,000 Unamortized Discount (net) (2,683) (2,493) 520,317 522,507 Less Portion Due Within One Year 35,000 - Total $485,317 $522,507 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 governmental authorities as follows: December 31, 1997 1996 (in thousands) % Rate Due City of Lawrenceburg, Indiana: 7.00 2015 - April 1 $ 25,000 $ 25,000 5.90 2019 - November 1 52,000 52,000 City of Rockport, Indiana: (a) 2014 - August 1 50,000 50,000 7.60 2016 - March 1 40,000 40,000 6.55 2025 - June 1 50,000 50,000 (b) 2025 - June 1 50,000 50,000 City of Sullivan, Indiana: 5.95 2009 - May 1 45,000 45,000 Unamortized Discount (2,731) (2,880) Total $309,269 $309,120 (a) A variable interest rate is determined weekly. The average weighted interest rate was 4.3% for 1997 and 3.5% for 1996. (b) An adjustable interest rate can be a daily, weekly, commercial paper or term rate as designated by the Company. A weekly rate was selected which ranged from 3.0% to 4.6% in 1997 and from 2.4% to 5.0% in 1996 and averaged 3.8% and 3.4% during 1997 and 1996, respectively. Under the terms of certain installment purchase contracts, the Company is required to pay amounts sufficient to enable the cities to pay interest on and the principal (at stated maturities and upon mandatory redemption) of related pollution control revenue bonds issued to finance the construction of pollution control facilities at certain generating plants. On the two variable rate series the principal is payable at the stated maturities or on the demand of the bondholders at periodic interest adjustment dates which occur weekly. The variable rate bonds due in 2014 are supported by a bank letter of credit which expires in 2002. I&M has agreements that provide for brokers to remarket the adjustable rate bonds due in 2025 tendered at interest adjustment dates. In the event certain bonds cannot be remarketed, I&M has a standby bond purchase agreement with a bank that provides for the bank to purchase any bonds not remarketed. The purchase agreement expires in 2000. Accordingly, the variable and adjustable rate installment purchase contracts have been classified for repayment purposes based on the expiration dates of the standby purchase agreement and the letter of credit. Junior debentures are composed of the following: December 31, 1997 1996 (in thousands) % Rate Due 8.00 2026 - March 31 $40,000 $40,000 Unamortized Discount (1,186) (1,229) Total $38,814 $38,771 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 $ 35,000 1999 35,000 2000 98,000 2001 40,000 2002 140,000 Later Years 707,837 Total Principal Amount 1,055,837 Unamortized Discount (6,600) Total $1,049,237 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 by the banks 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 $ 56,410 6.3% Commercial Paper 63,190 6.8 Total $119,600 6.6 December 31, 1996: Notes Payable $ 3,900 5.5% Commercial Paper 39,600 7.2 Total $43,500 7.0 12. COMMON SHAREHOLDER'S EQUITY: Mortgage indentures, charter provisions and orders of regulatory authorities place various restrictions on the use of retained earnings for the payment of cash dividends on common stock. At December 31, 1997, $5.9 million of retained earnings were restricted. Regulatory approval is required to pay dividends out of paid-in capital. In 1997, 1996 and 1995 net changes to paid-in capital of $1,200,000, $170,000 and $(2,548,000) respectively, represented gains and expenses associated with cumulative preferred stock transactions. 13. UNAUDITED QUARTERLY FINANCIAL INFORMATION: Quarterly Periods Operating Operating Net Ended Revenues Income Income (in thousands) 1997 March 31 $341,313 $59,894 $44,259 June 30 320,508 50,140 33,908 September 30 362,058 60,449 45,091 December 31 368,038 37,305 23,482 1996 March 31 329,883 53,018 35,767 June 30 323,494 50,430 33,507 September 30 339,847 61,123 44,546 December 31 335,269 55,846 43,333