MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS Operating revenues are derived from the sale of Rockport Plant energy and capacity to two affiliated companies, Indiana Michigan Power Company (I&M) and Kentucky Power Company (KEPCo), and one unaffiliated utility, Virginia Electric and Power Company, pursuant to Federal Energy Regulatory Commission (FERC) approved long-term unit power agreements. The unit power agreements provide for recovery of costs including a FERC approved rate of return on common equity and a return on other capital net of temporary cash investments (TCI). Net Income and Operating Revenues Decrease Net income declined $1.9 million reflecting a reduction in common equity on which a return is earned and the negative effects of increased TCI on the return on other capital. The reduction of common equity resulted from the payment of dividends in excess of net income, as well as a $1.3 million return of capital to the parent company. Based on the unit power agreement formulas, TCI reduce the return on other capital to the extent that the return on TCI is lower than the weighted average cost of debt. The average balance of TCI increased monthly until December 1, 1993 when a $55 million installment purchase contract was redeemed. The $10 million decline in operating revenues reflects the recovery of decreased operating expenses, and the above discussed reduction in the Company's equity on which a return is earned. Operating Expenses Decrease Operating expenses decreased $9.7 million as follows: Increase (Decrease) From Previous Year Amount % (dollars in thousands) Fuel $(13,224) (12.9) Rent - Rockport Plant Unit 2 1,076 1.6 Other Operation 1,273 12.6 Maintenance 3,248 31.6 Depreciation 184 0.9 Taxes Other Than Federal Income Taxes 481 10.2 Federal Income Taxes (2,741) (39.9) Total $ (9,703) (4.4) The decrease in fuel expense resulted from an 11% lower average cost of fuel per kilowatt-hour generated and a 2% decline in generation. The reduction in the average cost of fuel was primarily due to a refund of coal transportation charges. Rent expense increased due to tax indemnification clauses in the lease agreements which requires the Company to reimburse the lessors for certain taxes. The increase in other operation expense reflects increases in steam power generation expenses, the FERC annual operating assessment and postretirement benefits other than pensions which are billed to the Company by I&M, the operator of the Rockport Plant. In 1993 a new accounting standard required I&M to change its accounting method for postretirement benefits other than pensions from pay-as-you-go to accrual accounting resulting in the increased billing. Maintenance expense increased as a result of planned boiler inspections and repairs at both Rockport Plant units during 1993. Taxes other than federal income taxes increased mainly due to higher Indiana property tax rates, partly offset by the effect of franchise tax audit adjustments recorded during 1992. The decrease in federal income tax expense attributable to operations was primarily due to additional accrual adjustments recorded in 1992 for prior- year federal income taxes to reflect Internal Revenue Service audit settle- ments and a reduction in pre-tax operating income in 1993. Nonoperating Income Decreases and Financing Costs Decline Nonoperating income decreased as a result of interest income recorded in 1992 on prior years' federal income tax refunds due to an audit settlement, offset in part by an increase in interest income on TCI. The decline in interest expense resulted from lower interest rates on the $55 million installment purchase contract prior to its redemption on December 1, 1993. INDEPENDENT AUDITORS' REPORT To the Shareowner and Board of Directors of AEP Generating Company: We have audited the accompanying balance sheets of AEP Generating Company as of December 31, 1993 and 1992, and the related statements of income, retained earnings, and cash flows for each of the three years in the period ended December 31, 1993. 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 financial statements present fairly, in all material respects, the financial position of AEP Generating Company as of December 31, 1993 and 1992, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As discussed in Note 1 in Notes to Financial Statements, effective January 1, 1993, the Company changed its method of accounting for income taxes to conform with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes." DELOITTE & TOUCHE Columbus, Ohio February 22, 1994 STATEMENTS OF INCOME Year Ended December 31, 1993 1992 1991 (in thousands) OPERATING REVENUES $229,273 $239,232 $241,596 OPERATING EXPENSES: Fuel 89,214 102,438 101,271 Rent - Rockport Plant Unit 2 67,003 65,927 66,660 Other Operation 11,395 10,122 9,769 Maintenance 13,516 10,268 9,963 Depreciation 21,631 21,447 21,364 Taxes Other Than Federal Income Taxes 5,208 4,727 4,128 Federal Income Taxes 4,130 6,871 6,627 TOTAL OPERATING EXPENSES 212,097 221,800 219,782 OPERATING INCOME 17,176 17,432 21,814 NONOPERATING INCOME 4,668 6,706 4,167 INCOME BEFORE INTEREST CHARGES 21,844 24,138 25,981 INTEREST CHARGES 10,887 11,237 12,082 NET INCOME $ 10,957 $ 12,901 $ 13,899 STATEMENTS OF RETAINED EARNINGS Year Ended December 31, 1993 1992 1991 (in thousands) RETAINED EARNINGS JANUARY 1 $23,173 $32,036 $39,077 NET INCOME 10,957 12,901 13,899 CASH DIVIDENDS DECLARED 32,791 21,764 20,940 RETAINED EARNINGS DECEMBER 31 $ 1,339 $23,173 $32,036 See Notes to Financial Statements. /TABLE BALANCE SHEETS December 31, 1993 1992 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production $627,502 $622,274 General 1,757 1,774 Construction Work in Progress 1,773 3,933 Total Electric Utility Plant 631,032 627,981 Accumulated Depreciation 181,587 160,658 NET ELECTRIC UTILITY PLANT 449,445 467,323 CURRENT ASSETS: Cash and Cash Equivalents 3 27,974 Accounts Receivable: Affiliated Companies 18,689 21,678 Other 40 88 Fuel - at average cost 12,867 17,466 Materials and Supplies - at average cost 4,121 4,085 Prepayments 731 626 Accrued Tax Benefit - 5,974 TOTAL CURRENT ASSETS 36,451 77,891 DEFERRED FEDERAL INCOME TAX ASSETS 10,975 - REGULATORY ASSETS 30,536 31,151 TOTAL $527,407 $576,365 See Notes to Financial Statements. /TABLE December 31, 1993 1992 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - Par Value $1,000: Authorized and Outstanding - 1,000 Shares $ 1,000 $ 1,000 Paid-in Capital 54,435 55,735 Retained Earnings 1,339 23,173 Total Common Shareowner's Equity 56,774 79,908 Long-term Debt 108,188 162,780 TOTAL CAPITALIZATION 164,962 242,688 OTHER NONCURRENT LIABILITIES 1,736 1,015 CURRENT LIABILITIES: Short-term Debt - Notes Payable 15,250 - Accounts Payable: General 5,016 3,952 Affiliated Companies 3,793 906 Taxes Accrued 3,697 - Interest Accrued 2,963 3,098 Rent Accrued - Rockport Plant Unit 2 5,588 4,963 Other 1,063 1,493 TOTAL CURRENT LIABILITIES 37,370 14,412 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2 218,646 226,203 DEFERRED INVESTMENT TAX CREDITS 83,901 87,390 DEFERRED FEDERAL INCOME TAXES - 4,657 DEFERRED AMOUNTS DUE TO CUSTOMERS FOR FEDERAL INCOME TAXES 20,792 - COMMITMENTS AND CONTINGENCIES (Note 2) TOTAL $527,407 $576,365 /TABLE STATEMENTS OF CASH FLOWS Year Ended December 31, 1993 1992 1991 (in thousands) OPERATING ACTIVITIES: Net Income $ 10,957 $ 12,901 $ 13,899 Adjustments for Noncash Items: Depreciation 21,631 21,447 21,364 Deferred Federal Income Taxes 5,160 7,258 5,734 Deferred Investment Tax Credits (3,489) (3,344) (3,711) Amortization of Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 (7,557) (8,453) (7,587) Changes in Certain Current Assets and Liabilities: Accounts Receivable 3,037 (1,385) 765 Fuel, Materials and Supplies 4,563 7,227 1,309 Accounts Payable 3,951 (2,922) (1,148) Taxes Accrued 9,671 13,931 332 Other (net) 1,070 1,152 (832) Net Cash Flows From Operating Activities 48,994 47,812 30,125 INVESTING ACTIVITIES - Construction Expenditures (3,124) (3,536) (3,687) FINANCING ACTIVITIES: Capital Contributions Returned to Parent Company (1,300) - - Retirement of Long-term Debt (55,000) - - Change in Short-term Debt (net) 15,250 - (5,725) Dividends Paid (32,791) (21,764) (20,940) Net Cash Flows Used For Financing Activities (73,841) (21,764) (26,665) Net Increase (Decrease) in Cash and Cash Equivalents (27,971) 22,512 (227) Cash and Cash Equivalents January 1 27,974 5,462 5,689 Cash and Cash Equivalents December 31 $ 3 $ 27,974 $ 5,462 See Notes to Financial Statements. /TABLE NOTES TO FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: Organization AEP Generating Company (the Company or AEGCo) 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 and wholesale sale, under long-term agreements, of electric power to two affiliates and an unaffiliated utility. Rate Regulation As a subsidiary of AEP Co., Inc., AEGCo is subject to regulation by the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935 (1935 Act). Rates are regulated by the Federal Energy Regulatory Commission (FERC). Basis of Accounting As a rate-regulated entity, AEGCo's financial statements reflect the actions of the FERC which may 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 and liabilities are recorded to defer expenses or revenues reflecting such rate-making differences. Utility Plant Electric utility plant is stated at original cost. Additions, major replacements and betterments are added to the plant accounts. Retirements from the plant accounts and associated removal costs, net of salvage, are deducted from accumulated depreciation. The costs of labor, materials and overheads incurred to operate and maintain utility plant are included in operating expenses. Allowance for Funds Used During Construction (AFUDC) AFUDC is a noncash income item that is recovered over the service life of utility plant through depreciation and represents the estimated cost of bor- rowed and equity funds used to finance construction projects. The average rates used to accrue AFUDC were 8.5% in 1993, 9.25% in 1992 and 9.5% in 1991. Since there were no significant long-term construction projects, AFUDC was not significant in 1993, 1992 and 1991. Depreciation Depreciation is provided on a straight line basis over the estimated useful lives of utility plant and is calculated largely through the use of composite rates by functional class (i.e., production and general). Amounts to be used for demolition of plant are recovered through depreciation charges included in rates. Rockport Plant Rockport Plant consists of two 1,300 megawatt (mw) coal-fired units. AEGCo and Indiana Michigan Power Company (I&M), an affiliate, each owns 50% of one unit (Rockport 1) and each leases 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. Unit Power Agreements Revenues are derived from the sale of capacity and energy to other utilities. Under FERC approved unit power agreements, AEGCo's share of Rock- port Plant capacity is sold to two affiliates, I&M and Kentucky Power Company (KEPCo), and an unaffiliated utility, Virginia Electric and Power Company (VEPCo). One agreement provides for the sale to I&M of AEGCo's entire output of Rockport 1 and 2. Pursuant to a subsequent agreement, 390 mw of Rockport Plant capacity is sold to KEPCo (15% of each unit). An agreement with I&M and VEPCo permits the sale of 455 mw of AEGCo's Rockport 1 capacity to VEPCo through December 31, 1999. I&M purchases 455 mw of Rockport 2 capacity. Ap- proximately 37% in 1993, 33% in 1992 and 36% in 1991 of operating revenues were derived from sales to VEPCo. Recovery of Costs Pursuant to the unit power agreements, full cost of service recovery is allowed. Recovery includes costs of operation, a return on common equity and a return on other capital net of temporary cash investments. Cash and Cash Equivalents Cash and cash equivalents include temporary cash investments with original maturities of three months or less. Income Taxes Effective January 1, 1993, the Company adopted the liability method of accounting for income taxes as prescribed by SFAS 109, Accounting for Income Taxes. Under this standard deferred federal income taxes are provided for all differences between the book and tax basis of assets and liabilities which will result in a future tax consequence. In prior years deferred federal income taxes were provided for differences between book and taxable income at statutory rates. As a result of the adoption of SFAS 109, additional deferred tax assets were recorded and in accordance with SFAS 71 corresponding regulatory liabilities were also recorded. As a result of this change in accounting effective January 1, 1993, deferred federal income tax assets and regulatory liabilities increased $21.6 million with no effect on net income. Investment tax credits utilized in prior years' federal income tax returns were deferred and are being amortized over the life of the related plant investment in accordance with rate-making treatment. Debt Losses on reacquired debt are deferred and amortized over the term of the reacquired debt. Reclassifications Certain prior-period amounts were reclassified to conform with current- period presentation. 2. COMMITMENTS AND CONTINGENCIES: Construction Construction expenditures for the years 1994-1996 are estimated at $13 million and, in connection therewith, certain commitments have been made. Environmental Matters The Company is regulated by federal, state and local authorities with respect to air and water quality and other environmental matters. The generation of electricity produces non-hazardous and hazardous by- products. Substantial costs to store and dispose of hazardous and non- hazardous materials have been incurred and will be incurred. Significant additional costs could be incurred in the future to meet the requirements of new laws and regulations, if enacted, and to clean up storage and disposal sites under existing legislation. Management has no knowledge of any unrecorded material cleanup costs. The Clean Air Act Amendments of 1990 (CAAA) require significant reductions in sulfur dioxide and nitrogen oxides emitted from certain existing generat- ing plants. The Rockport Plant complies with the CAAA since the plant burns low sulfur western coal obtained under long-term contract. 3. FEDERAL INCOME TAXES: The details of federal income taxes as reported are as follows: Year Ended December 31, 1993 1992 1991 (in thousands) Charged (Credited) to Operating Expenses (net): Current $(1,991) $ 577 $ 944 Deferred 6,121 6,297 5,734 Deferred Investment Tax Credits - (3) (51) Total 4,130 6,871 6,627 Charged (Credited) to Nonoperating Income (net): Current 1,661 747 247 Deferred (961) 961 - Deferred Investment Tax Credits (3,489) (3,341) (3,660) Total (2,789) (1,633) (3,413) Total Federal Income Taxes as Reported $ 1,341 $ 5,238 $ 3,214 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, 1993 1992 1991 (in thousands) Net Income $10,957 $12,901 $13,899 Federal Income Taxes 1,341 5,238 3,214 Pre-tax Book Income $12,298 $18,139 $17,113 Federal Income Taxes on Pre-tax Book Income at Statutory Rate (35% in 1993 and 34% in 1992 and 1991) $ 4,304 $ 6,167 $ 5,818 Increase (Decrease) in Federal Income Taxes Resulting From the Following Items: Depreciation 1,154 1,101 1,141 Allowance for Funds Used During Construction (1,054) (1,083) (1,073) Amortization of Deferred Net Book Gain on Sale and Leaseback - Rockport Plant Unit 2 640 715 715 Rockport Plant Unit 2 Investment Tax Credits included in Taxable Income (net) 374 367 367 Investment Tax Credits (net) (3,489) (3,341) (3,664) Federal Income Tax Accrual Adjustments (600) 1,400 - Other 12 (88) (90) Total Federal Income Taxes as Reported $ 1,341 $ 5,238 $ 3,214 Effective Federal Income Tax Rate 10.9% 28.9% 18.8% The following are the principal components of federal income taxes as reported: Year Ended December 31, 1993 1992 1991 (in thousands) Current: Federal Income Taxes $ (330) $ 1,321 $ 1,144 Investment Tax Credits - 3 47 Total Current Federal Income Taxes (330) 1,324 1,191 Deferred: Depreciation 4,703 4,653 4,090 Allowance for Borrowed Funds Used During Construction (1,061) (1,035) (1,130) Accrued Interest Income (961) 961 - Amortization of Deferred Net Book Gain on Sale and Leaseback - Rockport Plant Unit 2 2,971 3,272 3,537 Rockport Plant Unit 2 Investment Tax Credits Included in Taxable Income (net) (499) (602) (723) Other 7 9 (40) Total Deferred Federal Income Taxes 5,160 7,258 5,734 Total Deferred Investment Tax Credits (3,489) (3,344) (3,711) Total Federal Income Taxes as Reported $ 1,341 $ 5,238 $ 3,214 The Company joins in the filing of a consolidated federal income tax return with its affiliates in the Amercian Electric Power (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 and invest- ment tax credits utilized 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 alloca- tion approximates a separate return result for each company in the consolidated group. The AEP System settled with the Internal Revenue Service (IRS) all issues from the audits of the consolidated federal income tax returns for years prior to 1988. Returns for the years 1988 through 1990 are presently being audited by the IRS. In the opinion of management, the final settlement of open years will not have a material effect on results of operations. The net deferred tax asset of $11 million at December 31, 1993 is composed of deferred tax assets of $130.3 million and deferred tax liabilities of $119.3 million. The significant temporary differences giving rise to the net deferred tax asset are: Deferred Tax Asset (Liability) (in thousands) Property Related Temporary Differences $(63,200) Amounts Due To Customers For Future Federal Income Taxes 7,277 Deferred Net Gain on Sale and Leaseback - Rockport Plant Unit 2 67,033 All Other (net) (135) Total Net Deferred Tax Asset $ 10,975 4. LONG-TERM DEBT AND LINES OF CREDIT: Installment purchase contracts were entered into in connection with the issuance of pollution control revenue bonds by the city of Rockport, Indiana as follows: December 31, 1993 1992 (in thousands) 9-3/8% due 2014 $ 55,000 $ 55,000 6-5/8% due 2014 (a) 55,000 55,000 Variable interest rate due 2014 (b) - 55,000 Unamortized Discount (1,812) (2,220) Total $108,188 $162,780 (a) The adjustable interest rate changes every five years and is supported by a bank letter of credit that expires in September 1995. (b) Redeemed December 1993. The average weighted interest rate was 2.8%, 2.9% and 4.4% for 1993, 1992 and 1991, respectively. Under the terms of the installment purchase contracts, AEGCo is required to pay amounts sufficient to enable the payment of interest on and the principal (at stated maturities or on the demand of the owners at periodic interest adjustment dates) of related pollution control revenue bonds issued to finance the construction of pollution control facilities at the Rockport Plant. The installment purchase contracts are guaranteed by AEP Co., Inc. Short-term debt borrowings are limited by provisions of the 1935 Act to $60 million and further limited by provisions of the bank letter of credit to $43 million. Lines of credit are shared with AEP System companies and at December 31, 1993 and 1992 were available in the amounts of $116 million and $137 million, respectively. Commitment fees of approximately 3/16 of 1% a year are paid to the banks to maintain the lines of credit. 5. RELATED PARTY TRANSACTIONS: Operating revenues include sales of energy under long-term unit power agreements to two AEP System companies of $145 million, $160 million and $155 million for the years ended December 31, 1993, 1992 and 1991, respectively. I&M operates the Rockport Plant and bills the Company for its share of operating costs which are included in the Statements of Income. American Electric Power Service Corporation (AEPSC) provides certain managerial and professional services to AEP System companies. The costs of the services are determined 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, all of which is furnished to AEPSC by AEP Co., Inc. Billings from AEPSC are expensed or capitalized depending on the nature of the services rendered. AEPSC and its billings are subject to the regulation of the SEC under the 1935 Act. 6. LEASES: Future minimum operating lease payments for the lease of Rockport 2 are $74 million per year for 1994 through 1998 and total $1.8 billion for later years. There were no other material lease commitments at December 31, 1993 and 1992. 7. 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. Fair values for long-term debt were $136 million and $174 million at December 31, 1993 and 1992, respectively, based on quoted market prices for the same or similar issues and the current interest rates offered for instruments of the same remaining maturities. 8. SUPPLEMENTARY INFORMATION: Year Ended December 31, 1993 1992 1991 (in thousands) Taxes Other Than Federal Income Taxes include: Real and Personal Property $3,535 $2,801 $2,453 State Income 714 758 839 Payroll 550 511 489 Other State and Local 409 657 347 Total $5,208 $4,727 $4,128 Cash was paid (received) for: Interest (net of capitalized amounts) $10,667 $ 10,922 $11,835 Income Taxes $(9,142) $(12,204) $3,731