CITIZENS UTILITIES COMPANY
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
<PAGE>
UNITED STATES 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 March 31, 1997
[] 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 001-11001
---------
CITIZENS UTILITIES COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-0619596
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
High Ridge Park
P.O. Box 3801
Stamford, Connecticut 06905
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 329-8800
--------------
NONE
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
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 twelve 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 ninety days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of April 29, 1997.
Common Stock Series A 156,395,497
Common Stock Series B 86,142,262
<PAGE>
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
INDEX
Page No.
Part I. Financial Information
Consolidated Balance Sheets at March 31, 1997 and December 31, 1996 2
Consolidated Statements of Income for the Three Months Ended
March 31, 1997 and 1996 3
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1997 and 1996 4
Notes to Financial Statements 5
Management's Discussion and Analysis of Financial Condition and
Results of Operations 6
Part II. Other Information 12
Signature 13
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, 1997 December 31, 1996
-------------- -----------------
ASSETS
- ------
Current assets:
<S> <C> <C>
Cash $ 15,724 $ 24,230
Accounts receivable, net 270,285 281,650
Other 61,862 63,890
------------- -------------
Total current assets 347,871 369,770
------------- -------------
Property, plant and equipment 4,654,673 4,582,869
Less accumulated depreciation 1,493,044 1,444,817
------------- -------------
Net property, plant and equipment 3,161,629 3,138,052
------------- -------------
Investments 527,973 539,152
Regulatory assets 174,255 174,196
Deferred debits and other assets 328,625 301,978
------------- -------------
Total assets $ 4,540,353 $ 4,523,148
============= =============
LIABILITIES AND EQUITY
Current liabilities:
Long-term debt due within one year $ 8,799 $ 3,593
Accounts payable and current liabilities 348,608 405,896
-------------- -------------
Total current liabilities 357,407 409,489
Deferred income taxes 354,868 347,975
Customer advances for construction and
contributions in aid of construction 238,717 238,453
Deferred credits and other liabilities 115,634 115,291
Regulatory liabilities 22,278 22,810
Long-term debt 1,554,855 1,509,697
------------- -------------
Total liabilities 2,643,759 2,643,715
-------------- -------------
Company obligated mandatorily redeemable
convertible preferred securities* 201,250 201,250
-------------- ------------
Shareholders' equity:
Common stock issued, $.25 par value
Series A 39,103 38,811
Series B 21,472 20,977
Additional paid-in capital 1,417,159 1,381,341
Retained earnings 230,143 244,066
Unrealized gain on securities
classified as available for sale (12,533) (7,012)
-------------- ------------
Total shareholders' equity 1,695,344 1,678,183
-------------- ------------
Total liabilities and equity $ 4,540,353 $ 4,523,148
============== ============
</TABLE>
* Represents securities of a subsidiary trust, the sole assets of which are
securities of a subsidiary partnership substantially all the assets of which
are convertible debentures of the Company.
The accompanying Notes are an integral part of these Financial Statements.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(In thousands, except per-share amounts)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Revenues $ 372,492 $ 329,138
------------ ------------
Expenses:
Operating 253,845 211,116
Depreciation 56,566 47,030
------------ ------------
Total expenses 310,411 258,146
------------ ------------
Income from operations 62,081 70,992
Other income, net 12,284 11,047
Interest expense 27,016 22,003
------------ ------------
Income before income taxes 47,349 60,036
Income taxes 15,627 19,927
------------ ------------
Income before dividend on convertible preferred securities 31,722 40,109
Dividend on convertible preferred securities,
net of income tax benefit 1,552 1,253
------------ ------------
Net income $ 30,170 $ 38,856
============ ============
Earnings per share of common stock Series A and Series B $ .13 $ .16*
============ ============
Average number of common shares outstanding for the period:
Series A common stock 155,826 165,345*
Series B common stock 84,898 78,604*
------------ ------------
Total average number of common shares outstanding 240,724 243,949*
============ ============
Dividend rate declared on common stock:
Paid in Series A and B shares on Series A and B
common stock, respectively 1.6% 1.6%
============ ============
</TABLE>
*Adjusted for subsequent stock dividends.
The accompanying Notes are an integral part of these Financial Statements.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(In thousands)
<TABLE>
<CAPTION>
1997 1996
--------------- ----------------
<S> <C> <C>
Net cash provided by operating activities $ 64,092 $ 72,990
--------------- ----------------
Cash flows used for investing activities:
Capital expenditures (89,584) (51,622)
Securities purchased (69,005) (75,088)
Securities sold 61,774 20,132
Securities matured 8,126 17,710
Business acquisitions 0 (44,200)
Other (17,350) 304
--------------- ----------------
Net cash used for investing activities (106,039) (132,764)
--------------- ----------------
Cash flows from financing activities:
Long-term debt borrowings 46,669 20,548
Long-term debt principal payments (1,084) (15,218)
Short-term debt repayments 0 (140,650)
Issuance of convertible preferred securities 0 201,250
Issuance of common stock 971 1,019
Common stock buybacks to fund stock dividends (13,088) (14,477)
Other (27) (896)
--------------- ----------------
Net cash provided from financing activities 33,441 51,576
--------------- ----------------
Change in cash (8,506) (8,198)
Cash at January 1, 24,230 17,922
--------------- ----------------
Cash at March 31, $ 15,724 $ 9,724
=============== ================
</TABLE>
The accompanying Notes are an integral part of these Financial Statements.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) The consolidated financial statements include the accounts of Citizens
Utilities Company and all subsidiaries after elimination of intercompany
balances and transactions. All adjustments, which consist of only normal
recurring accruals, necessary for a fair statement of the results for the
interim periods have been made.
(2) Earnings per share is based on the average number of outstanding
shares, adjusted for subsequent stock dividends. The effect on earnings per
share of the exercise of dilutive options is immaterial.
(3) In accordance with applicable regulatory systems of account, an
allowance for funds used during construction is included in the cost of
additions to property, plant and equipment and is allowed in rate base for
rate making purposes. The allowance is not a cash item. The amount relating
to equity is included in Other income, net and the amount relating to
borrowings is offset against Interest expense.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
------------------------------------------------------------
The following information is unaudited and should be read in conjunction
with financial statements and footnotes included in this report.
The Company provides network access, local network, long distance,
directory, and other communication services as well as public services
including electric transmission and distribution, natural gas
transportation and distribution, water distribution and wastewater
treatment services to primarily rural and suburban customers throughout the
United States. The Company develops and expands its businesses through
internal investment, acquisitions and joint ventures in the rapidly
evolving telecommunications industry and in traditional public services
and related fields.
(a) Liquidity and Capital Resources
-------------------------------
For the three months ended March 31, 1997, the Company used cash flow from
operations and proceeds from net financings to fund capital expenditures.
Funds requisitioned from the 1996, 1995, 1994 and 1993 Series Industrial
Development Revenue Bond construction fund trust accounts were used to
partially pay for construction of utility plant.
Increasing communications revenue and revenue opportunities require
additional expenses and capital expenditures to deploy and support the
Company's national distribution network and to establish a strong brand
identity. The Company has committed and will continue to commit increased
resources to this purpose. Cash flow from operations will most likely
continue to reflect increased and accelerated expenses and capital
expenditures during 1997 and 1998. This continuing and increasing
commitment of capital and human resources to the Company's aggressive
expansion plan, designed to take advantage of communications revenue
opportunities, may result in a future determination that certain of the
Company's existing assets are either unrealizable or should have a shorter
useful life. Any such determination would be consistent with the Company's
conservative financial management practices.
The Company considers its operating cash flows and its ability to raise
debt and equity capital as the principal indicators of its liquidity.
Although working capital is not considered to be an indicator of the
Company's liquidity, the Company experienced an increase in its working
capital at March 31, 1997 as compared to December 31, 1996. The Company has
lines of credit with commercial banks under which it may borrow up to $600
million. There were no amounts outstanding under these lines at March 31,
1997.
The Company has requests for increases in annual revenues pending before
regulatory commissions in Arizona and California totaling $5.2 million.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
(b) Results of Operations
---------------------
Revenues
- --------
Operating revenues for the three months ended March 31, 1997 increased
$43.4 million, or 13%. The increase was primarily due to increased
communications, natural gas and electric revenues.
Communications Revenues
- -----------------------
For the three months
ended March 31,
-----------------------------------------
($ in thousands)
Increase/
1997 1996 (Decrease)
---------- ---------- ------------
Network Access Services $ 105,806 $ 100,345 5%
Local Network Services 60,875 55,548 10%
Long Distance Service 25,277 7,684 229%
Directory Service 7,502 7,116 5%
Other 10,405 11,059 (6%)
---------- ---------- -----------
$ 209,865 $ 181,752 15%
========== ========== ===========
Network Access Services revenues increased $5.5 million, or 5%, over the
first quarter of 1996 primarily due to an increase in toll minutes of use
and customer growth.
Local Network Services revenues increased $5.3 million, or 10%, over the first
quarter of 1996 primarily due to internal access line growth.
Long Distance Services revenues increased $17.6 million, or 229%, over the
first quarter of 1996 primarily due to growth in customers and minutes of
use.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
Public Services Revenues
- ------------------------
For the three months
ended March 31,
--------------------------------------------
($ in thousands)
Increase/
Natural Gas Revenues 1997 1996 (Decrease)
- -------------------- -------- -------- ----------
Residential $ 60,396 $ 51,416 17%
Commercial 21,063 17,679 19%
Industrial 8,290 10,376 (20%)
Municipal 1,384 1,029 34%
-------- -------- ---------
Total Distribution 91,133 80,500 13%
Transportation 1,080 993 9%
Other 2,570 2,290 12%
-------- -------- ---------
Total Natural Gas Revenue $ 94,783 $ 83,783 13%
======== ======== =========
Residential and commercial distribution revenues increased $9 million, or 17%,
and $3.4 million, or 19%, respectively, over the first quarter of 1996 due to
rate increases at the Louisiana and Arizona gas divisions in May, 1996 and
November, 1996, respectively, customer growth, higher consumption due to
cooler weather conditions in Arizona and Colorado and higher gas costs passed
on to customers, partially offset by lower consumption due to warmer weather
conditions in Louisiana.
Industrial distribution revenue decreased by $2.1 million, or 20%, compared to
the prior year quarter primarily due to lower consumption.
Municipal distribution revenues increased $355,000, or 34%, compared to the
prior year quarter primarily due to a rate increase in November, 1996,
customer growth and higher consumption due to cooler weather conditions in
Arizona.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
For the three months
ended March 31,
-------------------------------------------
($ in thousands)
Increase/
Electric Revenues 1997 1996 (Decrease)
- ----------------- -------- -------- ----------
Residential $ 20,654 $ 18,675 11%
Commercial 13,437 12,598 7%
Industrial 10,848 10,209 6%
Municipal 1,966 1,821 8%
-------- -------- ----------
Total Distribution 46,905 43,303 8%
Transmission 545 626 (13%)
Other 452 (51) 986%
-------- -------- ----------
Total Electric Revenues $ 47,902 $ 43,878 9%
======== ======== ==========
Residential and commercial distribution revenues increased $2 million, or
11%, and $839,000, or 7%, respectively, compared to the prior year quarter
primarily due to a rate increase in Hawaii in August, 1996, customer growth
and increased consumption due to cooler weather conditions in Arizona,
partially offset by lower consumption in Hawaii due to warmer weather
conditions.
Industrial and municipal distribution revenues increased $639,000, or 6%,
and $145,000, or 8%, respectively, compared to the prior year quarter
primarily due to a rate increase in Hawaii in August, 1996 and higher
consumption in Arizona.
For the three months
ended March 31,
------------------------------------------
($ in thousands)
Increase
Water and Wastewater Revenues 1997 1996 (Decrease)
- ----------------------------- ---------- --------- ----------
Residential distribution $ 16,238 $ 15,950 2%
Commercial distribution 2,719 2,803 (3%)
Industrial distribution 209 117 79%
Other 776 855 (9%)
---------- --------- ----------
Total Water and Wastewater Revenues $ 19,942 $ 19,725 1%
========== ========= ==========
Water and wastewater revenues are essentially the same as the prior year
quarter.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
EXPENSES
--------
For the three months
ended March 31,
------------------------------------
($ in thousands)
Increase/
1997 1996 (Decrease)
--------- --------- ---------
Natural gas purchased $ 58,569 $ 48,201 22%
Depreciation 56,566 47,030 20%
Network expenses 29,094 7,779 274%
Taxes other than income 24,312 22,082 10%
Electric energy and fuel oil purchased 22,190 20,160 10%
Sales and marketing 14,134 5,336 165%
Other operating expenses 105,546 107,558 (2%)
--------- ---------- ---------
$ 310,411 $ 258,146 20%
========= ========== =========
Natural gas purchased increased $10.4 million, or 22%, compared to the
prior year quarter primarily due to higher supplier prices partially offset
by decreased purchases due to lower consumption in Louisiana.
Depreciation expense increased $9.5 million, or 20%, compared to the prior
year quarter primarily due to an increase in property, plant and equipment.
Network expenses increased $21.3 million, or 274%, compared to the prior
year quarter primarily due to the deployment and support of Citizen's
Communications national distribution network.
Taxes other than income increased $2.2 million, or 10%, compared to the
prior year quarter primarily due to higher payroll and property taxes.
Electric energy and fuel oil purchased increased $2 million, or 10%,
compared to the prior year quarter primarily due to higher supplier costs
in Hawaii and increased purchases to satisfy higher consumption.
Sales and marketing increased $8.8 million, or 165%, compared to the prior
year quarter primarily due to an increased level of sales and marketing
activity including the deployment of a Citizens Communications branding
initiative.
Other operating expenses decreased $2 million, or 2%, compared to the prior
year quarter primarily due to a decrease in public service operating and
maintenance expense due to administrative efficiencies.
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<PAGE>
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
OTHER INCOME/INTEREST EXPENSE/INCOME TAXES
------------------------------------------
For the three months
ended March 31,
-----------------------------------
($ in thousands)
Increase/
1997 1996 (Decrease)
-------- -------- ----------
Investment income $ 9,714 $ 8,629 13%
Other 2,570 2,418 6%
--------- -------- ----------
Total other income $ 12,284 $ 11,047 11%
========= ======== ==========
The increase in investment income for the 1997 first quarter as compared
with the 1996 first quarter is primarily due to an increase in investments.
For the three months
ended March 31,
---------------------------------------
($ in thousands)
Increase/
1997 1996 (Decrease)
--------- --------- ----------
Interest expense $ 27,016 $ 22,003 23%
Interest expense increased $5.0 million, or 23%, compared to the prior year
quarter primarily due to the issuance of $300 million of debentures in
1996.
For the three months
ended March 31,
---------------------------------------
($ in thousands)
Increase/
1997 1996 (Decrease)
--------- -------- ----------
Income taxes $ 15,627 $ 19,927 (22%)
Income taxes decreased $4.3 million, or 22%, compared to the prior year
quarter primarily due to lower taxable income.
NET INCOME AND EARNINGS PER SHARE
---------------------------------
For the three months
ended March 31,
---------------------------------------
($ in thousands)
Increase/
1997 1996 (Decrease)
-------- --------- ----------
Net Income $ 30,170 $ 38,856 (22%)
Earnings Per Share $ .13 $ .16 (19%)
Net income decreased $8.7 million, or 22%, from the prior year quarter
primarily due to increased sales, marketing, network and operational systems
support expenses partially offset by increased revenues associated with the
Company's communications operations. Earnings per share decreased $.03, or
19%, primarily due to a decrease in net income partially offset by a
decrease in shares outstanding resulting from the Company's stock buyback
program.
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<PAGE>
PART II. OTHER INFORMATION
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
Item 1. Legal Proceedings
-----------------
In November 1995, the Company's electric operation in Vermont was permitted
an 8.5% rate increase. Subsequently the Vermont Public Service Board has
called into question the level of rates awarded in connection with its
formal review of allegations made by the Department of Public Service (the
"DPS"), the consumer advocate in Vermont, and a former Citizens employee
seeking penalties and other relief. The major issues in this proceeding
commenced on September 1, 1995 and involve proper classification of certain
costs to property, plant and equipment accounts and the Company's Demand
Side Management ("DSM") program. In addition, the DPS believes that the
Company should have sought and received regulatory approvals prior to
construction of certain facilities in prior years. Hearings commenced in
November 1996 and should conclude by the end of the first half of 1997. The
final outcome of the various allegations is to be decided by the Vermont
Public Service Board and such decision is expected by June 1997. Although
the Company believes that there will not be a material effect on the
Company's financial condition or results of operations as a result of this
proceeding and the practices complained of have been rectified, it is
possible that the decision of the Vermont Public Service Board could be
unfavorable to the Company. The Company has provided a reserve of
approximately $800,000 at December 31, 1996 for the potential effects of
this proceeding.
In January 1997, the Company's Illinois subsidiary was served with a
complaint in an action commenced by the Illinois Attorney General. The
complaint alleges violations of National Pollution Discharge Elimination
System permits issued to three wastewater treatment plants, acquired in mid
1994 through a merger with Metro Utility Company, as well as related
allegations. The majority of the alleged violations predate the Company's
acquisition of the plants, one of which has been taken out of service to
foster regionalization. The Company filed its answer denying the
allegations of the complaint and raised the affirmative defense of failure
of the State to comply with certain provisions of the Illinois
Environmental Protection Act. The Company has engaged in settlement
negotiations with the State and believes that the matter will be settled.
The cost of the settlement is expected to be less than $100,000. The
Company has contractual rights of indemnification from the former
shareholders of Metro Utility Company and expects to recover any settlement
cost in full.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
The Company filed on Form 8-K dated January 16, 1997, under Item 5, "Other
Events," and Item 7, "Exhibits," announcing that the Company entered into a
definitive agreement to purchase all of the outstanding stock of Gasco,
Inc. The Company filed on Form 8-K dated March 31, 1997, under Item 7
"Exhibits", a press release issued March 16, 1997 that announced 1996
earnings.
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<PAGE>
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
SIGNATURE
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.
CITIZENS UTILITIES COMPANY
--------------------------
(Registrant)
May 1, 1997 By: /s/Livingston E. Ross
---------------------
Livingston E. Ross
Vice President and Controller
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<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES' CONSOLIDATED FINANCIAL
STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31,1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000020520
<NAME> CITIZENS UTILITIES COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,161,629
<OTHER-PROPERTY-AND-INVEST> 527,973<F1>
<TOTAL-CURRENT-ASSETS> 347,871
<TOTAL-DEFERRED-CHARGES> 174,255<F2>
<OTHER-ASSETS> 328,625<F3>
<TOTAL-ASSETS> 4,540,353
<COMMON> 60,575
<CAPITAL-SURPLUS-PAID-IN> 1,417,159
<RETAINED-EARNINGS> 230,143
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,695,344
201,250<F4>
0
<LONG-TERM-DEBT-NET> 1,554,855
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 8,799
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,634,960
<TOT-CAPITALIZATION-AND-LIAB> 4,540,353
<GROSS-OPERATING-REVENUE> 372,492
<INCOME-TAX-EXPENSE> 15,627
<OTHER-OPERATING-EXPENSES> 80,759<F5>
<TOTAL-OPERATING-EXPENSES> 310,411
<OPERATING-INCOME-LOSS> 62,081
<OTHER-INCOME-NET> 12,284
<INCOME-BEFORE-INTEREST-EXPEN> 74,365
<TOTAL-INTEREST-EXPENSE> 27,016
<NET-INCOME> 30,170
1,552<F4>
<EARNINGS-AVAILABLE-FOR-COMM> 30,170
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 64,092
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
<FN>
<F1>REPRESENTS INVESTMENT FUNDS.
<F2>REPRESENTS REGULATORY ASSETS.
<F3>DEFERRED DEBITS AND OTHER ASSETS.
<F4>COMPANY OBLIGATED MADATORILY REDEEMABLE CONVERTIBLE PREFERRED SECURITIES
OF A SUBSIDIARY TRUST, THE SOLE ASSETS OF WHICH ARE SECURITIES OF A
SUBSIDIARY PARTNERSHIP, SUBSTANTIALLY ALL THE ASSETS OF WHICH ARE
CONVERTIBLE DEBENTURES OF THE COMPANY.
<F5>REPRESENTS COMMODITIES PURCHASED
</FN>
</TABLE>
