AEP GENERATING COMPANY SELECTED FINANCIAL DATA Year Ended December 31, 1997 1996 1995 1994 1993 (in thousands) INCOME STATEMENTS DATA: Operating Revenues $227,868 $225,892 $231,795 $236,041 $229,273 Operating Expenses 218,828 215,997 218,752 219,625 212,062 Operating Income 9,040 9,895 13,043 16,416 17,211 Nonoperating Income 3,603 3,695 3,685 3,413 4,668 Income Before Interest Charges 12,643 13,590 16,728 19,829 21,879 Interest Charges 3,857 4,159 8,041 9,719 10,922 Net Income $ 8,786 $ 9,431 $ 8,687 $ 10,110 $ 10,957 Year Ended December 31, 1997 1996 1995 1994 1993 (in thousands) BALANCE SHEETS DATA: Electric Utility Plant $633,450 $632,257 $631,614 $631,528 $631,032 Accumulated Depreciation 257,191 238,532 218,055 199,264 181,587 Net Electric Utility Plant $376,259 $393,725 $413,559 $432,264 $449,445 Total Assets $419,058 $442,911 $464,879 $479,219 $499,475 Common Stock and Paid-in Capital $ 40,235 $ 45,235 $ 48,735 $ 48,735 $ 55,435 Retained Earnings 2,528 1,886 1,955 4,268 1,339 Total Common Shareholder's Equity $ 42,763 $ 47,121 $ 50,690 $ 53,003 $ 56,774 Long-term Debt (a) $ 69,570 $ 89,554 $ 89,538 $108,340 $108,188 Total Capitalization and Liabilities $419,058 $442,911 $464,879 $479,219 $499,475 (a) Including portion due within one year. AEP GENERATING COMPANY 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. Under the terms of the agreement with Indiana Michigan Power Company, it will buy all of the Company's Rockport capacity when the agreements with the other two companies expire in 1999 and 2004. 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 decreased $.6 million or 7% as a result of a reduction in the return on common equity due to a return of capital to the parent company and a decrease in the return on other capital due to lower financing costs and increased income attributable to temporary cash investments. Income statement items which changed significantly were: Increase(Decrease) (dollars in millions) From Previous Year Amount % Operating Revenues. . . . . . . $ 2.0 1 Fuel Expense. . . . . . . . . . 4.7 5 Other Operation Expense . . . . (0.7) (6) Maintenance Expense . . . . . . (0.9) (7) The increase in operating revenues reflects an increase in recoverable operating expenses offset in part by the lower returns on capital discussed above. Fuel expense increased due to a higher average cost of coal consumed and the effect of a favorable $1.6 million settlement in 1996 of a coal transportation dispute. Other operation expense decreased in 1997 due to decreases in pension and benefits costs and a reduction in the annual FERC assessment fee. The decrease in maintenance expense in 1997 was due to the effect of a 1996 write-off of obsolete materials and reduced boiler inspection and repairs performed on Rockport Plant. INDEPENDENT AUDITORS' REPORT To the Shareholder and Board of Directors of AEP Generating Company: We have audited the accompanying balance sheets of AEP Generating Company as of December 31, 1997 and 1996, and the related 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 financial statements present fairly, in all material respects, the financial position of AEP Generating Company as of December 31, 1997 and 1996, and the results of its operations and its 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 AEP GENERATING COMPANY STATEMENTS OF INCOME Year Ended December 31, 1997 1996 1995 (in thousands) OPERATING REVENUES $227,868 $225,892 $231,795 OPERATING EXPENSES: Fuel 98,191 93,475 99,635 Rent - Rockport Plant Unit 2 68,283 68,289 66,794 Other Operation 11,506 12,203 13,145 Maintenance 12,408 13,338 11,203 Depreciation 21,614 21,648 21,674 Taxes Other Than Federal Income Taxes 3,542 3,569 2,962 Federal Income Taxes 3,284 3,475 3,339 TOTAL OPERATING EXPENSES 218,828 215,997 218,752 OPERATING INCOME 9,040 9,895 13,043 NONOPERATING INCOME 3,603 3,695 3,685 INCOME BEFORE INTEREST CHARGES 12,643 13,590 16,728 INTEREST CHARGES 3,857 4,159 8,041 NET INCOME $ 8,786 $ 9,431 $ 8,687 STATEMENTS OF RETAINED EARNINGS Year Ended December 31, 1997 1996 1995 (in thousands) RETAINED EARNINGS JANUARY 1 $1,886 $1,955 $ 4,268 NET INCOME 8,786 9,431 8,687 CASH DIVIDENDS DECLARED 8,144 9,500 11,000 RETAINED EARNINGS DECEMBER 31 $2,528 $1,886 $ 1,955 See Notes to Financial Statements. AEP GENERATING COMPANY STATEMENTS OF CASH FLOWS Year Ended December 31, 1997 1996 1995 (in thousands) OPERATING ACTIVITIES: Net Income $ 8,786 $ 9,431 $ 8,687 Adjustments for Noncash Items: Depreciation 21,614 21,648 21,674 Deferred Federal Income Taxes 4,762 5,401 6,947 Deferred Investment Tax Credits (3,444) (3,489) (3,522) Amortization of Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 (5,571) (5,571) (5,571) Changes in Certain Current Assets and Liabilities: Accounts Receivable (1,831) 149 840 Fuel, Materials and Supplies 7,705 1,770 (1,293) Accounts Payable 2,194 (1,584) (412) Taxes Accrued 517 (94) (651) Interest Accrued 190 (99) (2,585) Other (net) 62 (125) (628) Net Cash Flows From Operating Activities 34,984 27,437 23,486 INVESTING ACTIVITIES - Construction Expenditures (3,907) (2,170) (4,017) FINANCING ACTIVITIES: Return of Capital to Parent Company (5,000) (3,500) - Issuance of Long-term Debt - - 88,368 Retirement of Long-term Debt (20,010) - (111,347) Change in Short-term Debt (net) 2,175 (12,150) 14,525 Dividends Paid (8,144) (9,500) (11,000) Net Cash Flows Used For Financing Activities (30,979) (25,150) (19,454) Net Increase in Cash and Cash Equivalents 98 117 15 Cash and Cash Equivalents January 1 139 22 7 Cash and Cash Equivalents December 31 $ 237 $ 139 $ 22 See Notes to Financial Statements. AEP GENERATING COMPANY BALANCE SHEETS December 31, 1997 1996 (in thousands) ASSETS ELECTRIC UTILITY PLANT: Production $627,803 $627,926 General 3,137 2,931 Construction Work in Progress 2,510 1,400 Total Electric Utility Plant 633,450 632,257 Accumulated Depreciation 257,191 238,532 NET ELECTRIC UTILITY PLANT 376,259 393,725 CURRENT ASSETS: Cash and Cash Equivalents 237 139 Accounts Receivable - Affiliated Companies 20,710 18,879 Fuel - at average cost 10,107 17,792 Materials and Supplies - at average cost 4,246 4,266 Prepayments 368 804 TOTAL CURRENT ASSETS 35,668 41,880 REGULATORY ASSETS 5,639 5,857 DEFERRED CHARGES 1,492 1,449 TOTAL $419,058 $442,911 See Notes to Financial Statements. AEP GENERATING COMPANY December 31, 1997 1996 (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 39,235 44,235 Retained Earnings 2,528 1,886 Total Common Shareholder's Equity 42,763 47,121 Long-term Debt 69,570 89,554 TOTAL CAPITALIZATION 112,333 136,675 OTHER NONCURRENT LIABILITIES 1,259 1,613 CURRENT LIABILITIES: Short-term Debt - Notes Payable 11,750 9,575 Accounts Payable: General 6,232 4,265 Affiliated Companies 3,472 3,245 Taxes Accrued 3,420 2,903 Interest Accrued 461 271 Rent Accrued - Rockport Plant Unit 2 4,963 4,963 Other 3,747 3,661 TOTAL CURRENT LIABILITIES 34,045 28,883 DEFERRED GAIN ON SALE AND LEASEBACK - ROCKPORT PLANT UNIT 2 138,901 144,472 REGULATORY LIABILITIES: Deferred Investment Tax Credits 70,016 73,460 Amounts Due to Customers for Income Taxes 31,375 33,893 Other - 66 TOTAL REGULATORY LIABILITIES 101,391 107,419 DEFERRED INCOME TAXES 31,129 23,849 TOTAL $419,058 $442,911 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 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 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. Additions, major replacements and betterments are added to the plant accounts. Retirements of plant are deducted from the electric utility 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. 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 plant was 3.5% and for general plant was 2.8%. Amounts for removal of plant are recovered through depreciation charges included in the unit power agreements. 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 were not significant for 1997, 1996 and 1995. 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 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 lease- back of Rockport 2 was deferred and is being amortized, with related taxes to reduce the regulated selling price of Rockport energy, over the initial lease term which expires in 2022. Rockport 1 went into service in 1984 and Rockport 2 went into service in 1989. Unit Power Agreements Revenues are derived from the sale of Rockport Plant capacity and energy to other utilities. Under FERC approved unit power agreements, AEGCo's share of Rockport Plant capacity is sold to two affiliates, I&M and Kentucky Power Company (KPCo), and an unaffili- ated utility, Virginia Electric and Power Company (VEPCo). The agreements provide for the sale of 390 mw of Rockport Plant capacity (15% of each unit) to KPCo through 2004, the sale of 455 mw of Rockport 1 capacity to VEPCo through 1999 and the sale of the remaining capacity (455 mw of Rockport 2) to I&M. Under the terms of the I&M unit power agreement, I&M will purchase AEGCo's entire share of the Rockport Plant when the unit power agreements with KPCo and VEPCo expire. Approximately 32% in 1997, 32% in 1996 and 34% in 1995 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 tempo- rary cash investments. Included as a credit in the cost of operation is amortization of the deferred gain on the sale of Rockport 2 and deferred investment tax credits on Rockport 2 reducing unit power prices. 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 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 deferred taxes are recorded on temporary differences and not reflected in rates currently, 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 reflects investment tax credits in rates on a deferral basis. Deferred investment tax credits, which represent a regulatory liability, are being amortized over the life of the related plant investment commensurate with recovery in rates. The Company's policy with regard to investment tax credits for nonutility property is to practice the flow-through method of accounting. Debt Losses on reacquisition of debt are deferred and amortized over the 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 billings. Debt discount and debt issuance expenses are amortized over the term of the related debt, with the amortization included in interest charges. 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, 1997 1996 (in thousands) Series 1995 A due 2025 (a) $35,000 $45,000 Series 1995 B due 2025 (a) 35,000 45,000 Unamortized Discount (430) (446) Total $69,570 $89,554 (a) An adjustable interest rate can be a daily, weekly, commercial paper or term rate as designated by the Company. Initially the Company selected a daily rate which ranged from 2.0% to 5.5% during 1997 and 1.8% to 5.1% during 1996 and averaged 3.6% in 1997 and 3.4% in 1996. Under the terms of the installment purchase contracts, AEGCo is required to pay amounts sufficient to enable the payment of interest and principal on the related pollution control revenue bonds issued to refinance the construction costs of pollution control facilities at the Rockport Plant. On the Series 1995 A and B bonds the principal is payable at maturity or on the demand of the bondholders. The Company has agreements that provide for brokers to remarket bonds tendered. In the event the bonds cannot be remarketed, AEGCo 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. Short-term debt borrowings are limited by provisions of the 1935 Act to $100 million. The standby bond purchase agreement further limits total debt borrowings (long and short term excluding the installment purchase contracts) to $80 million. Lines of credit are shared with American Electric Power (AEP) System companies and at December 31, 1997 and 1996 were available in the amounts of $86 million and $115 million, respectively. Facility fees of approximately 1/10 of 1% of the short-term lines of credit are required to maintain the lines of credit. At December 31, 1997 and 1996, outstanding short-term debt consisted of notes payable of $11.8 million and $9.6 million, respectively, with year-end weighted average interest rates of 6.4% and 6.8%, respectively. 3. LEASES: Future minimum operating lease payments for the lease of Rockport 2 are $74 million per year for 1998 through 2002 and total $1.85 billion for 2003 through the end of the lease term in 2022. There were no other material lease commitments at December 31, 1997 and 1996. 4. 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 approximate carrying value and are based on quoted market prices for the same or similar issues and the current interest rates offered for instruments of the same remaining maturities. 5. 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 $(1,478) $(1,928) $(3,613) Deferred 4,762 5,403 6,952 Total 3,284 3,475 3,339 Charged (Credited) to Nonoperating Income (net): Current 92 117 92 Deferred - (2) (5) Deferred Investment Tax Credits (3,444) (3,489) (3,522) Total (3,352) (3,374) (3,435) Total Federal Income Taxes as Reported $ (68) $ 101 $ (96) 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 $8,786 $9,431 $8,687 Federal Income Taxes (68) 101 (96) Pre-tax Book Income $8,718 $9,532 $8,591 Federal Income Taxes on Pre-tax Book Income at Statutory Rate (35%) $ 3,051 $ 3,336 $ 3,007 Increase (Decrease) in Federal Income Taxes Resulting From the Following Items: Depreciation 1,090 1,110 1,082 Allowance for Funds Used During Construction (1,070) (1,070) (1,070) Rockport Plant Unit 2 Investment Tax Credits included in Taxable Income (net) 374 374 374 Investment Tax Credits (net) (3,444) (3,489) (3,522) Other (69) (160) 33 Total Federal Income Taxes as Reported $ (68) $ 101 $ (96) Effective Federal Income Tax Rate N.M 1.1% N.M. N.M.= Not Meaningful The following tables show the elements of the net deferred tax liabilities and the significant temporary differences giving rise to such deferrals: December 31, 1997 1996 (in thousands) Deferred Tax Assets $ 91,350 $ 94,229 Deferred Tax Liabilities (122,479) (118,078) Net Deferred Tax Liabilities $ (31,129) $ (23,849) Property Related Temporary Differences $(86,334) $(82,550) Net Deferred Gain on Sale and Leaseback - Rockport Plant Unit 2 48,615 50,565 All Other (net) 6,590 8,136 Total Net Deferred Tax Liabilities $(31,129) $(23,849) The Company joins in the filing of a consolidated federal income tax return with its affiliates in the AEP System. The allocation of the AEP System's current consolidated federal income tax to the System companies is in accordance with SEC rules under the 1935 Act. These rules permit the allocation of the benefit of current tax losses to the System companies giving rise to them in determining their current tax expense. The tax loss of the System parent company, AEP Co., Inc., is allocated to its subsidiaries with taxable income. With the exception of the loss of the parent company, the method of allocation approximates a separate return result for each company in the consolidated group. The AEP System has settled with the Internal Revenue Service (IRS) all issues from the audits of the consolidated federal income tax returns for years prior to 1991. Returns for the years 1991 through 1996 are presently open and under audit by the IRS. In the opinion of management, the final settlement of open years will not have a material effect on results of operations or cash flows. 6. COMMON SHAREHOLDER'S EQUITY: In 1997 and 1996, the Company returned capital to its parent in the amounts of $5 million and $3.5 million, respectively. There were no other material transactions affecting common stock and paid-in capital in 1997, 1996 and 1995. 7. RELATED PARTY TRANSACTIONS: Operating revenues include sales of energy under long-term unit power agreements to two AEP System companies of $156 million, $153 million and $154 million for the years ended December 31, 1997, 1996 and 1995, 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 the parent company, 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. 8. SUPPLEMENTARY INFORMATION: Year Ended December 31, 1997 1996 1995 (in thousands) Cash was paid (received) for: Interest (net of capitalized amounts) $ 3,220 $ 3,834 $10,234 Income Taxes (1,698) (1,763) (3,516)