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 and Kentucky Power Company, 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. Net Income Declines and Operating Revenues Increase Net income declined $0.8 million reflecting both a reduction in common equity on which a return was earned and lower interest income offset, in part, by an increase in the return on other capital. The reduction in common equity resulted from the return of capital contributions to the parent compa- ny of $6.7 million in 1994 and $1.3 million in 1993, as well as payment of dividends in excess of net income in 1993. Interest income declined in 1994 as a result of a December 1993 redemption of $55 million of installment purchase contracts which reduced the cash available for investment. The unit power agreements provide for the reduction of the return on other capital by interest income on temporary cash investments. Hence the decline in interest income increased the return on other capital. Income statement items which changed significantly were as follows: Increase(Decrease) (dollars in thousands) From Previous Year Amount % Operating Revenues. . . . . . . $ 6,768 3.0 Fuel. . . . . . . . . . . . . . 11,471 12.9 Maintenance . . . . . . . . . . (3,137) (23.2) Taxes Other Than Federal Income Taxes. . . . . . . . . (342) (6.6) Federal Income Taxes. . . . . . (297) (7.2) Nonoperating Income . . . . . . (1,255) (26.9) Interest Charges. . . . . . . . (1,203) (11.0) The increase in operating revenues reflects the recovery of higher operating expenses through the workings of the unit power agreements partially offset by the reduced common equity return discussed above. The increase in fuel expense resulted from an increase in generation of 8% primarily due to increased availability of both Rockport Plant units and the effect of a retroactive coal transportation cost refund received in the first quarter of 1993. Maintenance expense decreased since only one unit was out of service for scheduled boiler inspections and repairs in 1994, while planned boiler inspections and repairs were performed on both units in 1993. The reduction in taxes other than federal income taxes was due to prior period Indiana property tax accrual adjustments and a fourth quarter 1994 accrual adjustment to state income taxes. Federal income tax expense attributable to operations decreased primarily due to adjustments associated with the audit of prior years' tax returns. Nonoperating Income and Financing Costs Decrease The decrease in nonoperating income was primarily due to the decline in interest income earned on temporary cash investments, explained above. The decline in interest expense resulted from the redemption of the $55 million installment purchase contract on December 1, 1993 offset in part by an increase in interest expense on short-term debt. 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, 1994 and 1993, and the related statements of income, retained earnings, and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of AEP Generating Company as of December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP Columbus, Ohio February 21, 1995 STATEMENTS OF INCOME Year Ended December 31, 1994 1993 1992 (in thousands) OPERATING REVENUES $236,041 $229,273 $239,232 OPERATING EXPENSES: Fuel 100,685 89,214 102,438 Rent - Rockport Plant Unit 2 67,304 67,003 65,927 Other Operation 10,978 11,395 10,122 Maintenance 10,379 13,516 10,268 Depreciation 21,615 21,631 21,447 Taxes Other Than Federal Income Taxes 4,866 5,208 4,727 Federal Income Taxes 3,833 4,130 6,871 TOTAL OPERATING EXPENSES 219,660 212,097 221,800 OPERATING INCOME 16,381 17,176 17,432 NONOPERATING INCOME 3,413 4,668 6,706 INCOME BEFORE INTEREST CHARGES 19,794 21,844 24,138 INTEREST CHARGES 9,684 10,887 11,237 NET INCOME $ 10,110 $ 10,957 $ 12,901 STATEMENTS OF RETAINED EARNINGS Year Ended December 31, 1994 1993 1992 (in thousands) RETAINED EARNINGS JANUARY 1 $ 1,339 $23,173 $32,036 NET INCOME 10,110 10,957 12,901 CASH DIVIDENDS DECLARED 7,181 32,791 21,764 RETAINED EARNINGS DECEMBER 31 $ 4,268 $ 1,339 $23,173 See Notes to Financial Statements. STATEMENTS OF CASH FLOWS Year Ended December 31, 1994 1993 1992 (in thousands) OPERATING ACTIVITIES: Net Income $ 10,110 $ 10,957 $ 12,901 Adjustments for Noncash Items: Depreciation 21,615 21,631 21,447 Deferred Federal Income Taxes 5,297 5,160 7,258 Deferred Investment Tax Credits (3,430) (3,489) (3,344) Amortization of Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 (7,557) (7,557) (8,453) Changes in Certain Current Assets and Liabilities: Accounts Receivable (1,139) 3,037 (1,385) Fuel, Materials and Supplies (5,547) 4,563 7,227 Accounts Payable 697 3,951 (2,922) Taxes Accrued (49) 9,671 13,931 Other (net) 5,847 1,070 1,152 Net Cash Flows From Operating Activities 25,844 48,994 47,812 INVESTING ACTIVITIES - Construction Expenditures (3,909) (3,124) (3,536) FINANCING ACTIVITIES: Capital Contributions Returned to Parent Company (6,700) (1,300) - Retirement of Long-term Debt - (55,000) - Change in Short-term Debt (net) (8,050) 15,250 - Dividends Paid (7,181) (32,791) (21,764) Net Cash Flows Used For Financing Activities (21,931) (73,841) (21,764) Net Increase (Decrease) in Cash and Cash Equivalents 4 (27,971) 22,512 Cash and Cash Equivalents January 1 3 27,974 5,462 Cash and Cash Equivalents December 31 $ 7 $ 3 $ 27,974 See Notes to Financial Statements. BALANCE SHEETS December 31, 1994 1993 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production $627,429 $627,502 General 2,658 1,757 Construction Work in Progress 1,441 1,773 Total Electric Utility Plant 631,528 631,032 Accumulated Depreciation 199,264 181,587 NET ELECTRIC UTILITY PLANT 432,264 449,445 CURRENT ASSETS: Cash and Cash Equivalents 7 3 Accounts Receivable: Affiliated Companies 19,683 18,689 Other 185 40 Fuel - at average cost 18,368 12,867 Materials and Supplies - at average cost 4,167 4,121 Prepayments 452 731 TOTAL CURRENT ASSETS 42,862 36,451 DEFERRED FEDERAL INCOME TAX ASSETS - 10,975 DEFERRED CHARGES 29,288 30,536 TOTAL $504,414 $527,407 See Notes to Financial Statements. December 31, 1994 1993 (in thousands) CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock - Par Value $1,000: Authorized and Outstanding - 1,000 Shares $ 1,000 $ 1,000 Paid-in Capital 47,735 54,435 Retained Earnings 4,268 1,339 Total Common Shareowner's Equity 53,003 56,774 Long-term Debt 53,340 108,188 TOTAL CAPITALIZATION 106,343 164,962 OTHER NONCURRENT LIABILITIES 2,019 1,736 CURRENT LIABILITIES: Long-term Debt Due Within One Year 55,000 - Short-term Debt - Notes Payable 7,200 15,250 Accounts Payable: General 4,914 5,016 Affiliated Companies 4,592 3,793 Taxes Accrued 3,648 3,697 Interest Accrued 2,955 2,963 Rent Accrued - Rockport Plant Unit 2 6,490 5,588 Other 4,579 1,063 TOTAL CURRENT LIABILITIES 89,378 37,370 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2 211,089 218,646 REGULATORY LIABILITIES: Deferred Investment Tax Credits 80,471 83,901 Amounts Due to Customers for Federal Income Taxes 9,649 20,792 TOTAL REGULATORY LIABILITIES 90,120 104,693 DEFERRED FEDERAL INCOME TAXES 5,465 - TOTAL $504,414 $527,407 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 cost-based 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 and represent FERC-approved deferred expenses and revenues, respectively, resulting from the rate-making process. 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. 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. The rate for production was 3.5% and for general was 3.8%. Amounts to be used for removal of plant are recovered through depreciation charges included in rates. Allowance for Funds Used During Construction (AFUDC) AFUDC is a noncash nonoperating income item that is recovered with regulator approval over the service life of utility plant through depreci- ation and represents the estimated cost of borrowed and equity funds used to finance construction projects. The average rates used to accrue AFUDC were 5% in 1994, 8.5% in 1993 and 9.25% in 1992. Since there were no significant long-term construction projects, AFUDC was not significant in 1994, 1993 and 1992. 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 (KPCo), 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 KPCo (15% of each unit). An agreement with I&M and VEPCo permits the Company to sell 455 mw of Rockport 1 capacity to VEPCo in lieu of selling it to I&M through December 31, 1999. I&M purchases 455 mw of Rockport 2 capacity. Approximately 36% in 1994, 37% in 1993 and 33% in 1992 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 The Company follows the liability method of accounting for income taxes as prescribed by SFAS 109, Accounting for Income Taxes. Under the liability method, deferred income taxes are provided for all temporary differences between book cost and tax basis of assets and liabilities which will result in a future tax consequence. Where deferred taxes are recorded on temporary differences and not reflected in rates currently, regulatory assets and liabilities are recorded in accordance with SFAS 71. Investment Tax Credits Based on directives of regulatory commissions, the Company reflected investment tax credits in rates 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 invest- ment tax credits for non-utility property was to practice the flow-through method of accounting. Debt Losses on reacquired debt are deferred and amortized over the term of the reacquired debt in accordance with rate-making treatment. Reclassifications Certain prior-period amounts were reclassified to conform with current- period presentation. 2. 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, 1994 1993 (in thousands) 9-3/8% due 2014 $ 55,000 $ 55,000 6-5/8% due 2014 (a) 55,000 55,000 Unamortized Discount (1,660) (1,812) 108,340 108,188 Less Portion Due Within One Year 55,000 - Total $ 53,340 $108,188 (a) The adjustable interest rate changes every five years and is supported by a bank letter of credit that expires in September 1995. As a result the liability is classified as due within one year on the balance sheet. 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 $50 million and further limited by provisions of the bank letter of credit to $40 million. Lines of credit are shared with AEP System companies and at December 31, 1994 and 1993 were available in the amounts of $125 million and $116 million, respectively. Commitment fees of approximately 3/16 of 1% of the unused short-term lines of credit are paid each year to the banks to maintain the lines of credit. At December 31, 1994 and 1993, outstanding short-term debt consisted of notes payable of $7.2 million and $15.3 million, respectively, with weighted average interest rates of 6.4% and 3.5%, respectively. 3. COMMON SHAREOWNER'S EQUITY: In 1994 and 1993, the Company returned capital contributions to its parent in the amounts of $6.7 million and $1.3 million, respectively, with approval of the SEC. 4. FEDERAL INCOME TAXES: The details of federal income taxes as reported are as follows: Year Ended December 31, 1994 1993 1992 (in thousands) Charged (Credited) to Operating Expenses (net): Current $(1,464) $(1,991) $ 577 Deferred 5,297 6,121 6,297 Deferred Investment Tax Credits - - (3) Total 3,833 4,130 6,871 Charged (Credited) to Nonoperating Income (net): Current (10) 1,661 747 Deferred - (961) 961 Deferred Investment Tax Credits (3,430) (3,489) (3,341) Total (3,440) (2,789) (1,633) Total Federal Income Taxes as Reported $ 393 $ 1,341 $ 5,238 The following is a reconciliation of the difference between the amount of federal income taxes computed by multiplying book income before federal income taxes by the statutory tax rate, and the amount of federal income taxes reported. Year Ended December 31, 1994 1993 1992 (in thousands) Net Income $10,110 $10,957 $12,901 Federal Income Taxes 393 1,341 5,238 Pre-tax Book Income $10,503 $12,298 $18,139 Federal Income Taxes on Pre-tax Book Income at Statutory Rate (35% in 1994 and 1993 and 34% in 1992) $ 3,676 $ 4,304 $ 6,167 Increase (Decrease) in Federal Income Taxes Resulting From the Following Items: Depreciation 1,139 1,154 1,101 Allowance for Funds Used During Construction (1,070) (1,054) (1,083) Amortization of Deferred Net Book Gain on Sale and Leaseback - Rockport Plant Unit 2 640 640 715 Rockport Plant Unit 2 Investment Tax Credits included in Taxable Income (net) 374 374 367 Investment Tax Credits (net) (3,430) (3,489) (3,341) Federal Income Tax Accrual Adjustments (900) (600) 1,400 Other (36) 12 (88) Total Federal Income Taxes as Reported $ 393 $ 1,341 $ 5,238 Effective Federal Income Tax Rate 3.7% 10.9% 28.9% The following table shows the elements of the net deferred tax assets (liabilities) and the significant temporary differences: December 31, 1994 1993 (in thousands) Deferred Tax Assets $ 120,006 $ 130,312 Deferred Tax Liabilities (125,471) (119,337) Net Deferred Tax Assets (Liabilities) $ (5,465) $ 10,975 Property Related Temporary Differences $(74,117) $(63,200) Amounts Due to Customers for Federal Income Taxes 3,377 7,277 Net Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 64,718 67,033 All Other (net) 557 (135) Total Net Deferred Tax Assets (Liabilities) $ (5,465) $ 10,975 The Company joins in the filing of a consolidated federal income tax return with its affiliates in the American 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 to the System companies giving rise to them in determining their current tax ex- pense. The tax loss of the System parent company, AEP Co., Inc., is allocated to its subsidiaries with taxable income. With the exception of the loss of the parent company, the method of allocation approximates a separate return result for each company in the consolidated group. The AEP System has settled with the Internal Revenue Service (IRS) all issues from the audits of the consolidated federal income tax returns for 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. 5. 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 $112 million and $136 million at December 31, 1994 and 1993, 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. The carrying amount for long-term debt was $108 million at December 31, 1994 and 1993. 6. RELATED PARTY TRANSACTIONS: Operating revenues include sales of energy under long-term unit power agreements to two AEP System companies of $152 million, $145 million and $160 million for the years ended December 31, 1994, 1993 and 1992, 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 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, 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. 7. LEASES: Future minimum operating lease payments for the lease of Rockport 2 are $74 million per year for 1995 through 1999 and total $1.7 billion for later years. There were no other material lease commitments at December 31, 1994 and 1993. 8. SUPPLEMENTARY INFORMATION: Year Ended December 31, 1994 1993 1992 (in thousands) Cash was paid (received) for: Interest (net of capitalized amounts) $ 9,367 $10,667 $ 10,922 Income Taxes (1,143) (9,142) (12,204)