<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10 - Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1995
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-7530
Wisconsin Gas Company
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-0476515
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin
53202
--------------------------------------
(Address of principal executive office)
(414) 385-7000
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 30, 1995
- -------------------------- ---------------------------------
Common Stock, $8 Par Value 1,125<PAGE>
<PAGE> 2
INTRODUCTION
--------------
Wisconsin Gas Company ("Wisconsin Gas" or "Company"), a natural gas
distribution public utility, is a Wisconsin corporation and a wholly owned
subsidiary of WICOR, Inc. ("WICOR"), a diversified holding company.
CONTENTS
----------
PAGE
------
PART I. Financial Information.......................... 1
Management's Discussion and Analysis of
Interim Financial Statements................. 2-4
Financial Statements of Wisconsin Gas Company (Unaudited):
----------------------------------------------------------
Statements of Operation for the Three- and Nine-
Months Ended September 30, 1995 and 1994..... 5
Balance Sheets as of September 30, 1995 and
December 31, 1994............................ 6-7
Statements of Cash Flows - Nine- Months Ended
September 30, 1995 and 1994.................. 8
Notes to Financial Statements.................. 9
PART II. Other Information.............................. 10
Signatures............................................... 11<PAGE>
<PAGE> 3
Part I - Financial Information
Financial Statements
--------------------
The financial statements included herein have been prepared without audit
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although management believes that the disclosures are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the audited financial
statements and the notes thereto included in the latest Wisconsin Gas Annual
Report on Form 10-K for the year ended December 31, 1994 and quarterly report
on Form 10-Q.
In the opinion of management, the information furnished reflects all
adjustments, which in all circumstances were normal and recurring, necessary
for a fair presentation of the results of operations for the interim periods.
Because of seasonal factors, the results of operations for the interim
periods presented are not necessarily indicative of the results to be
expected for the full calendar year.<PAGE>
<PAGE> 4
Management's Discussion and Analysis
of Interim Financial Statements of
Wisconsin Gas Company
Results of Operations
- ---------------------
The Company typically incurs a loss in the third quarter due to the seasonal
nature of the gas distribution utility business. The net loss for the third
quarter of 1995 was $7.4 million, 29% less than the net loss for the 1994
third quarter. Net income for the nine months ended September 30, 1995
increased by $3.5 million, or 35%, compared to the same period of last year.
The following factors have had a significant effect on the results of
operations during the three- and nine-month periods ended September 30, 1995.
The decrease in the net loss for the third quarter resulted primarily from
decreased operating expenses (excluding cost of gas sold). Colder weather
for the third quarter and an increase in interruptible volumes of 16% were
the primary factors affecting margins. The increase in 1995 year-to-date net
income was due primarily to decreased operating expenses offset in part by
warmer than normal weather.
Revenues, margins and volumes are summarized below. Margin, defined as
revenues less cost of gas sold, is a better comparative performance indicator
than revenues because the mix of volumes between sales and transportation
service affects revenues but not margin. In addition, changes in the cost of
gas sold are flowed through to revenue under a gas adjustment clause with no
resulting effect on margin.
<TABLE>
<CAPTION>
Three Nine
Months Ended Months Ended
September 30, September 30,
---------------- % ---------------- %
1995 1994 Change 1995 1994 Change
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
(Millions of Dollars)
Gas Sales Revenues $ 69.6 $ 75.3 (8) $352.5 $413.2 (15)
Cost of Gas Sold 47.5 53.6 (11) 220.8 272.4 (19)
------ ------ ------ ------
Gas Sales Margin 22.1 21.7 2 131.7 140.8 (6)
Gas Transport Margin 1.3 1.4 (7) 4.9 5.0 (2)
------ ------ ------ ------
Total Margin $ 23.4 $ 23.1 1 $136.6 $145.8 (6)
====== ====== ====== ======
(Millions of Therms)
Sales Volumes
Firm 60.4 57.6 5 546.3 571.6 (4)
Interruptible 69.5 60.1 16 242.5 206.8 17
Transportation Volume 24.2 25.3 (4) 88.2 86.4 2
------ ------ ------ ------ ------
Total Throughput 154.1 143.0 8 877.0 864.8 1
====== ====== ====== ======
Degree Days (Normal:
3rd Qtr. = 166
Nine Months = 4,563) 165 71 132 4,251 4,577 (7)
====== ====== ====== ======
/TABLE
<PAGE>
<PAGE> 5
The increase in firm sales volumes for the third quarter of 1995 as compared
with the 1994 third quarter was caused principally by weather that was colder
than the same period of last year. For the nine-months ended September 30,
1995, the total margin decrease was primarily due to a 4% decrease in firm sales
volumes offset in part by a 17% increase in lower margin interruptible sales,
due primarily to increased sales to existing customers. The weather was 7%
warmer than normal during the first nine months of 1995 and 7% warmer than the
same period in 1994. The margin was also affected by a November 1994 rate order
that reduced annual gas margins by $10.4 million
Operations and maintenance expenses decreased by $3.8 million, or 15%, and $13.8
million, or 15%, for the three- and nine- month periods ended September 30,
1995, respectively, compared with the same periods of 1994. The decrease for
the quarter was due primarily to lower labor expenses ($0.8 million), allowed
bad debt expense ($0.6 million) and pension expense ($0.7 million). The year-
to-date decrease was due in part to lower labor expenses ($2.8 million), allowed
bad debt expense ($1.8 million), pension expense ($2.1 million) and
nonrecurrence of a one-time charge of $2.7 million relating to a 1994 early
retirement program taken in the first quarter of 1994.
Depreciation expense for the nine months ended September 30, 1995 decreased by
$0.7 million, or 3%, compared to the same period of last year. In conjunction
with the November 1994 rate order, the Company discontinued recording additional
depreciation expense of $3 million per year associated with a previous reserve
deficiency.
Year-to-date income tax expense increased due to higher pre-tax income.
Financial Condition
- -------------------
Cash flow from operations for the nine months ended September 30, 1995 increased
by $3.9 million, or 5%, compared to same period of 1994. Cash flow for 1995
increased over 1994 due to increased net income of $3.5 million, lower cost of
storage gas of $5.2 million, a $14.7 million pipeline refund, lower tax payments
of $12.0 million and a reduction in net regulatory assets of $2.5 million. The
favorable impact of the lower cost of storage gas and the $14.7 million pipeline
refund are expected to reverse in the fourth quarter of 1995. Furthermore, cash
flow for the nine- months ended September 30, 1995 decreased over 1994 due to
lower collections in the first quarter of 1995 from lower fourth quarter 1994
sales reflected in lower beginning accounts receivable and unbilled revenue
balances of $34.5 million
There will be a need for additional short-term borrowing during the fourth
quarter of 1995 to finance working capital needs primarily related to gas
storage and accounts receivable for the heating season.
Cash flows from operations exceeded capital expenditures and dividend
requirements for the first nine months in both 1995 and 1994. Capital
expenditures through September 1995 amounted to $31.4 million and additional
capital expenditures of approximately $17 million are expected for the remainder
of 1995. Cash flow from operations should be sufficient to fund the remaining
capital expenditures for 1995. Most of the expenditures will be for expansion
and renewal of the gas distribution system.<PAGE>
<PAGE> 6
On October 4, 1995, the Company filed an application with the Public Service
Commission of Wisconsin (PSCW) for the sale of up to $75 million of unsecured
notes. The Company intends to use the net proceeds from the sale of these notes
to redeem $50 million of the Company's unsecured 9 1/8% notes due December 1,
1997. Subject to the actual amount of notes offered for sale by Wisconsin Gas,
it is currently expected that any remaining net proceeds will be used to reduce
short-term debt levels and for other general corporate purposes. The note
issuance is presently expected to occur in the fourth quarter of 1995 and is
subject to regulatory approval and market conditions.
Federal Regulatory Matters
- --------------------------
On November 1, 1993, ANR Pipeline Company (ANR), Wisconsin Gas' principal
pipeline supplier, filed for a general rate increase with the Federal Energy
Regulatory Commission (FERC). The filing proposes increases in many areas of
ANR's regulated cost of service. The FERC ordered a reduction or elimination
of certain cost increases and permitted ANR to place the balance of the rate
increase (approximately $ 178 million) into effect on May 1, 1994, subject to
refund of any amounts ultimately determined to be unjust and unreasonable. The
rate case is scheduled for hearing beginning January 31, 1996. Wisconsin Gas
believes that any amount by which ANR is ultimately permitted to increase its
rates in this proceeding will not have a material impact on Wisconsin Gas.
State Regulatory Matters
- ------------------------
The Company has the ability to raise or lower margin rates within a specified
range on a quarterly basis under the guidelines of a November 1994 PSCW rate
order. The Company has filed to reduce its base rates by $1.5 million and $3.0
million on an annualized basis effective August 1, 1995 and November 1, 1995,
respectively. With these two rate reductions, the Company is $4.5 million below
the maximum margin rates allowed by the PSCW's rate order.
In July 1995, the PSCW initiated a proceeding to develop principles and analyze
alternatives for gas utilities to recover purchased gas costs to replace the
traditional purchased gas adjustment (PGA) mechanism. The PSCW staff is
soliciting proposals from interested parties. It is possible that some form of
gas cost incentive mechanism will be recommended for adoption by the PSCW. In
general, an incentive mechanism would establish a targeted gas cost for a
utility and would reward or penalize that utility based on its actual gas costs
incurred relative to the target. The PSCW has tentatively scheduled hearings
for March 1996, with any changes in the PGA mechanism to be effective November
1, 1996. Wisconsin Gas is unable to predict whether any changes to the PGA
mechanism will be adopted or the effect any changes that are adopted may have.
Other Matters
- -------------
The Company's collective bargaining agreement with the Oil, Chemical and Atomic
Workers International Union AFL-CIO, Local 6-18-1 (Local 6-18-1) expires
December 1, 1995. The contract covers approximately 300 hourly workers.
Wisconsin Gas has begun negotiations with Local 6-18-1 for a new agreement but
cannot currently predict when a new contract will be reached or on what terms
an agreement will be made.<PAGE>
<PAGE> 7
<TABLE>
<CAPTION>
WISCONSIN GAS COMPANY
Statements of Operation (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues............... $ 70,959 $ 76,675 $ 357,428 $ 418,172
---------- ---------- ---------- ----------
Operating Expenses:
Cost of gas sold............... 47,545 53,618 220,818 272,377
Operations..................... 20,426 24,327 70,610 83,949
Maintenance.................... 2,068 1,988 5,247 5,692
Depreciation................... 7,254 7,480 21,466 22,130
Taxes, other than income taxes. 2,279 2,434 6,981 7,545
---------- ---------- ---------- ----------
79,572 89,847 325,122 391,693
---------- ---------- ---------- ----------
Operating Income (Loss).......... (8,613) (13,172) 32,306 26,479
---------- ---------- ---------- ----------
Other Income and (Deductions).... 250 (108) 309 (37)
---------- ---------- ---------- ----------
Income (Loss) Before
Interest Expense............... (8,363) (13,280) 32,615 26,442
---------- ---------- ---------- ----------
Interest Expense:
Long-term debt................. 2,865 2,837 8,609 8,709
Other.......................... 541 505 1,812 1,578
---------- ---------- ---------- ----------
3,406 3,342 10,421 10,287
---------- ---------- ---------- ----------
Income (Loss) Before
Income Taxes................... (11,769) (16,622) 22,194 16,155
Income Tax Expense (Benefit)..... (4,364) (6,137) 8,564 6,054
---------- ---------- ---------- ----------
Net Income (Loss)................ $ (7,405) $ (10,485) $ 13,630 $ 10,101
========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 8
<TABLE>
<CAPTION>
WISCONSIN GAS COMPANY
Balance Sheets
September 30,
1995 December 31,
(Unaudited) 1994
----------- ------------
(Thousands of Dollars)
<S> <C> <C>
Assets
- ------
Property, Plant and Equipment, at cost.............. $ 748,070 $ 718,988
Less - Accumulated depreciation................... 375,879 356,033
----------- ------------
372,191 362,955
----------- ------------
Current Assets:
Cash and cash equivalents......................... 8,890 17,279
Accounts receivable, less allowance for
doubtful accounts of $8,228 and
$7,159, respectively............................ 18,966 42,662
Accounts receivable, intercompany, net............ 10,947 1,359
Accrued utility revenues.......................... 11,150 40,327
Materials and supplies, at weighted average cost.. 3,926 2,983
Gas in storage, at weighted average cost.......... 30,981 38,050
Deferred income taxes............................. 10,580 13,183
Prepaid taxes..................................... 4,791 6,813
Other............................................. 1,902 2,269
----------- ------------
102,133 164,925
----------- ------------
Deferred Charges and Other:
Systems development costs......................... 30,122 34,071
Deferred environmental costs...................... 41,481 41,942
Other regulatory assets........................... 49,311 51,543
Gas transition costs.............................. 329 7,411
Prepaid pension costs............................. 26,607 25,394
Other............................................. 22,258 19,610
----------- ------------
170,108 179,971
----------- ------------
$ 644,432 $ 707,851
=========== ============
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<PAGE> 9
<TABLE>
<CAPTION>
WISCONSIN GAS COMPANY
Balance Sheets
September 30,
1995 December 31,
(Unaudited) 1994
----------- ------------
(Thousands of Dollars)
<S> <C> <C>
Capitalization and Liabilities
- ------------------------------
Capitalization:
Common stock................................ $ 9 $ 9
Other paid-in capital....................... 118,731 118,753
Retained earnings........................... 65,865 64,233
Long-term debt.............................. 141,980 143,831
----------- ------------
326,585 326,826
----------- ------------
Current Liabilities:
Accounts payable............................ 33,009 44,645
Refundable gas costs........................ 15,203 18,058
Short-term borrowings....................... 35,000 85,000
Current portion of long-term debt........... 2,000 4,000
Accrued payroll and benefits................ 13,267 7,313
Accrued taxes............................... - 1,164
Other....................................... 4,920 3,477
----------- ------------
103,399 163,657
----------- ------------
Deferred Credits and Other:
Deferred income taxes....................... 40,833 40,002
Postretirement benefit obligation........... 53,632 55,624
Environmental remediation costs............. 36,507 37,188
Unamortized investment tax credit........... 7,994 8,187
Gas transition costs........................ 329 7,411
Other regulatory liabilities................ 60,422 54,636
Other....................................... 14,731 14,320
----------- ------------
214,448 217,368
----------- ------------
$ 644,432 $ 707,851
=========== ============
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<PAGE> 10
<TABLE>
<CAPTION>
WISCONSIN GAS COMPANY
Statement of Cash Flows (Unaudited)
Nine Months Ended
September 30,
-----------------------
1995 1994
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Operations:
Net income................................... $ 13,630 $ 10,101
Adjustments to reconcile net income to
net cash flows:
Depreciation and amortization.............. 27,286 28,295
Deferred income taxes...................... 3,434 (9,333)
Change in:
Receivables.............................. 52,873 71,891
Gas in storage........................... 7,069 1,842
Other current assets..................... (10,164) (381)
Systems development costs................ - (826)
Accounts payable......................... (11,636) (18,241)
Accrued taxes............................ 992 (12,538)
Refundable gas costs..................... (2,855) (4,845)
Accrued payroll and benefits............. 5,954 4,713
Other current liabilities................ 1,309 1,055
Other non-current assets and liabilities. 915 13,185
---------- ----------
88,807 84,918
---------- ----------
Investment Activities:
Capital expenditures......................... (31,440) (30,110)
Other, net................................... 244 308
---------- ----------
(31,196) (29,802)
---------- ----------
Financing Activities:
Change in short-term borrowings.............. (50,000) (53,000)
Reduction of long-term debt.................. (4,000) (2,000)
Cash dividends paid to WICOR, Inc............ (12,000) (12,000)
Donated capital from WICOR, Inc.............. - 5,000
---------- ----------
(66,000) (62,000)
---------- ----------
Change in Cash and Cash Equivalents............ (8,389) (6,884)
Cash and Cash Equivalents at beginning
of period.................................... 17,279 9,680
---------- ----------
Cash and Cash Equivalents at end of period..... $ 8,890 $ 2,796
========== ==========
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 11
Notes to Financial Statements (Unaudited):
1) At September 30, 1995, Wisconsin Gas had total unsecured lines of credit
available from several banks of $65 million. As of September 30, 1995,
commercial paper totaling $35 million was outstanding under these credit
agreements with a weighted average interest rate of 5.9%.
2) For purposes of the Statements of Cash Flows, income taxes paid, net of
refunds, and interest paid (excluding capitalized interest) were as
follows:
For the nine months
ended September 30,
----------------------
1995 1994
-------- --------
(Thousands of Dollars)
Income taxes paid $ 17,964 $ 30,003
Interest paid $ 9,158 $ 12,031
3) On October 4, 1995, the Company filed an application with the Public
Service Commission of Wisconsin (PSCW) for the sale of up to $75 million
of unsecured notes. The Company currently intends to use the net proceeds
from the sale of these notes to redeem $50 million of the Company's
unsecured 9 1/8 notes due December 1, 1997. Subject to the actual amount
of notes offered for sale by Wisconsin Gas, it is presently expected that
any remaining net proceeds will be used to repay short-term debt and for
general corporate purposes.
4) In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of." This statement imposes stricter criteria for regulatory
assets by requiring that such assets be probable of future recovery at
each balance sheet date. The Company anticipates adopting this standard
on January 1, 1996 and does not expect that adoption will have a material
impact on the financial position or results of operations of the Company
based on the current regulatory structure in which the Company operates.
This conclusion may change in the future as competitive factors and
regulatory changes develop.<PAGE>
<PAGE> 12
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4.1 Revolving Credit Agreement Amendment, effective November 15,
1994, among Wisconsin Gas Company and Citibank, N.A., Firstar
Bank Milwaukee, N.A., Harris Trust and Savings Bank, M&I
Marshall and Ilsley Bank and Citibank, N.A., as Agent.
27 Financial data schedule
(b) Reports on Form 8-K. There were no reports on Form 8-K filed by
the Company during the third quarter of 1995.<PAGE>
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WISCONSIN GAS COMPANY
Dated: October 25, 1995 By: /s/ Joseph P. Wenzler
----------------------------
Joseph P. Wenzler
Vice President and Chief
Financial Officer<PAGE>
<PAGE>
<PAGE> 1
Exhibit 4.1
November 15, 1994
To the Lenders parties to the
Credit Agreement referred to below
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement, dated as of March 29, 1993
(the "Credit Agreement"), among the undersigned, each of you as Lenders, and
CITIBANK, N.A., as your Agent. Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein defined.
It is hereby agreed by each of you and us that, effective as of the
date first above written, the Credit Agreement is amended by (i) deleting the
number "0.375%" contained in the definition of the term "Applicable Margin"
in Section 1.01 thereof and substituting therefor the number "0.34%", and
(ii) deleting the number "0.15%" contained in Section 2.04(a) thereof and
substituting therefor the number "0.125%".
On and after the effective date of this letter amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof"
or words of like import referring to the Credit Agreement, and each reference
in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended by this letter amendment. The Credit
Agreement, as amended by this letter amendment, is and shall continue to be
in full force and effect and is hereby in all respects ratified and
confirmed.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning the enclosed eight counterparts of this
letter amendment to King & Spalding, 120 West 45th Street, New York, New
York, 10036, Attention of Jeff V. Nelson, who will distribute fully executed
counterparts to each of us upon his receipt thereof. This letter amendment
shall become effective as of the date first above written when and if
counterparts of this letter amendment shall have been executed by us and each
of the Lenders. This letter amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.
The letter amendment may be executed in any number of counterparts and
by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
This letter amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
WISCONSIN GAS COMPANY
By Joseph P. Wenzler
----------------------------
Title Vice President and CFO
<PAGE> 2
Agreed as the date first above written:
CITIBANK, N.A, as a Lender and the Agent
By ANITA J. BRICKELL
-----------------
Title Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By SANDRA J. HARTAG
----------------
Title Vice President
HARRIS TRUST AND SAVINGS BANK
By ANDREW S. PETERSON
------------------
Title Vice President
M&I MARSHALL & ILSLEY BANK
By GINA A. PETERS
--------------
Title Vice President<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary information extracted from the Wisconsin Gas
Company Form 10-Q for the three months ended September 30, 1995 and is qualified
in its entirety by reference to such financial statements and the related
footnotes.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 372,191
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 102,133
<TOTAL-DEFERRED-CHARGES> 170,108
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 644,432
<COMMON> 9
<CAPITAL-SURPLUS-PAID-IN> 118,731
<RETAINED-EARNINGS> 65,865
<TOTAL-COMMON-STOCKHOLDERS-EQ> 184,605
0
0
<LONG-TERM-DEBT-NET> 141,980
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 135,000
<COMMERCIAL-PAPER-OBLIGATIONS> 35,000
<LONG-TERM-DEBT-CURRENT-PORT> 2,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 280,847
<TOT-CAPITALIZATION-AND-LIAB> 644,432
<GROSS-OPERATING-REVENUE> 357,428
<INCOME-TAX-EXPENSE> 8,564
<OTHER-OPERATING-EXPENSES> 325,122
<TOTAL-OPERATING-EXPENSES> 333,686
<OPERATING-INCOME-LOSS> 23,742
<OTHER-INCOME-NET> 309
<INCOME-BEFORE-INTEREST-EXPEN> 24,051
<TOTAL-INTEREST-EXPENSE> 10,421
<NET-INCOME> 13,630
0
<EARNINGS-AVAILABLE-FOR-COMM> 13,630
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 717
<CASH-FLOW-OPERATIONS> 88,807
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
