FORM 10-Q Page 1 of 18
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
---------------------------------------------
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 1-3437-2
--------------------------------------------------
AMERICAN WATER WORKS COMPANY, INC.
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0063696
- ------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1025 Laurel Oak Road, Voorhees, New Jersey 08043
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(609) 346-8200
- ---------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- ---------------------------------------------------------------------------
(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 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
At November 1, 1997, the number of shares of common stock, $1.25 par value,
outstanding was 79,515,584 shares.
<PAGE> Page 2 FORM 10-Q
PART I FINANCIAL INFORMATION
----------------------------
Item 1. Financial Statements
-----------------------------
AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------------
Consolidated Statements of Income and Retained Earnings (Unaudited)
(In thousands, except per share amounts)
<TABLE>
Three Months Ended
September 30,
1997 1996
-------- --------
<S> <C> <C>
CONSOLIDATED INCOME
Operating revenues $266,012 $247,616
-------- --------
Operating expenses
Operation and maintenance 113,345 112,012
Depreciation and amortization 25,994 23,620
General taxes 21,765 20,439
-------- --------
161,104 156,071
-------- --------
Operating income 104,908 91,545
Allowance for other funds used during
construction 1,817 657
Other income 699 1,875
-------- --------
107,424 94,077
-------- --------
Income deductions
Interest 36,600 34,068
Allowance for borrowed funds used
during construction (1,329) (615)
Amortization of debt expense 400 383
Preferred dividends of subsidiaries 878 901
Other deductions 519 417
-------- --------
37,068 35,154
-------- --------
Income before income taxes 70,356 58,923
Provision for income taxes 26,865 22,617
-------- --------
Net income 43,491 36,306
Dividends on preferred stocks 996 996
-------- --------
Net income to common stock $ 42,495 $ 35,310
======== ========
Weighted average shares of common stock outstanding 79,410 77,949
Earnings per common share on weighted average
shares outstanding $ 0.54 $ 0.45
======== ========
<PAGE> Page 3 FORM 10-Q
Three Months Ended
September 30,
1997 1996
-------- --------
<S> <C> <C>
CONSOLIDATED RETAINED EARNINGS
Balance at beginning of period $679,943 $633,420
Add - net income 43,491 36,306
Deduct - adjustment for 1996 two-for-one
stock split, in the form of a
100% stock dividend, on shares
issued during the period 0 73
-------- --------
723,434 669,653
-------- --------
Deduct - dividends
Preferred stock 882 882
Preference stock 114 114
Common stock - $.19 per share in 1997;
$.175 per share in 1996 15,058 13,625
-------- --------
16,054 14,621
-------- --------
Balance at end of period $707,380 $655,032
======== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Page 4 FORM 10-Q
AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------------
Consolidated Statements of Income and Retained Earnings (Unaudited)
(In thousands, except per share amounts)
<TABLE>
Nine Months Ended
September 30,
1997 1996
-------- --------
<S> <C> <C>
CONSOLIDATED INCOME
Operating revenues $717,284 $674,426
-------- --------
Operating expenses
Operation and maintenance 318,494 321,081
Depreciation and amortization 76,406 68,113
General taxes 65,999 61,465
-------- --------
460,899 450,659
-------- --------
Operating income 256,385 223,767
Allowance for other funds used during
construction 4,844 5,363
Other income 1,053 2,714
-------- --------
262,282 231,844
-------- --------
Income deductions
Interest 108,701 101,388
Allowance for borrowed funds used
during construction (3,149) (4,284)
Amortization of debt expense 1,187 1,100
Preferred dividends of subsidiaries 2,652 2,722
Other deductions 1,814 1,204
-------- --------
111,205 102,130
-------- --------
Income before income taxes 151,077 129,714
Provision for income taxes 57,916 49,872
-------- --------
Net income 93,161 79,842
Dividends on preferred stocks 2,988 2,988
-------- --------
Net income to common stock $ 90,173 $ 76,854
======== ========
Average shares of common stock outstanding 79,075 73,347
Earnings per common share on average shares
outstanding $ 1.14 $ 1.05
======== ========
<PAGE> Page 5 FORM 10-Q
Nine Months Ended
September 30,
1997 1996
-------- --------
<S> <C> <C>
CONSOLIDATED RETAINED EARNINGS
Balance at beginning of period $662,183 $622,061
Add - net income 93,161 79,842
Deduct - adjustment for 1996 two-for-one
stock split, in the form of a
100% stock dividend, on shares
issued during the period 0 6,269
-------- --------
755,344 695,634
-------- --------
Deduct - dividends
Preferred stock 2,646 2,646
Preference stock 342 342
Common stock - $.57 per share in 1997;
$.525 per share in 1996 44,976 37,614
-------- --------
47,964 40,602
-------- --------
Balance at end of period $707,380 $655,032
======== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Page 6 FORM 10-Q
AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------------
Consolidated Balance Sheet (Unaudited)
(In thousands)
<TABLE>
September 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
ASSETS
Property, plant and equipment
Utility plant - at original cost less
accumulated depreciation $ 3,607,277 $ 3,453,950
Utility plant acquisition adjustments 51,200 52,156
Non-utility property, net of accumulated
depreciation 33,389 31,302
Excess of cost of investments in
subsidiaries over book equity at
acquisition 22,728 22,690
------------ -----------
3,714,594 3,560,098
------------ -----------
Current assets
Cash and cash equivalents 10,661 12,974
Customer accounts receivable 75,056 67,293
Allowance for uncollectible accounts (1,339) (1,115)
Unbilled revenues 57,724 53,868
Miscellaneous receivables 4,978 4,787
Materials and supplies 12,862 11,063
Deferred vacation pay 11,657 10,400
Other 11,196 7,994
------------ -----------
182,795 167,264
------------ -----------
Regulatory and other long-term assets
Regulatory asset - income taxes
recoverable through rates 180,447 177,064
Debt and preferred stock expense 28,865 28,736
Deferred pension expense 21,214 18,340
Deferred postretirement benefit expense 11,531 11,852
Deferred treatment plant costs 8,101 8,388
Deferred water utility billings 4,597 6,808
Tank painting costs 10,493 10,224
Funds restricted for construction 12,505 5,791
Other 41,045 37,591
------------ -----------
318,798 304,794
------------ -----------
$ 4,216,187 $ 4,032,156
============ ===========
<PAGE> Page 7 FORM 10-Q
September 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 99,325 $ 98,027
Paid-in capital 319,714 298,448
Retained earnings 707,380 662,183
Unearned compensation (910) (784)
------------ -----------
Common stockholders' equity 1,125,509 1,057,874
Preferred stocks with mandatory redemption
requirements 40,000 40,000
Preferred stocks without mandatory
redemption requirements 11,673 11,673
Preferred stocks of subsidiaries with
mandatory redemption requirements 40,027 41,060
Preferred stocks of subsidiaries without
mandatory redemption requirements 6,256 6,279
Long-term debt
American Water Works Company, Inc. 116,000 116,000
Subsidiaries 1,684,892 1,600,394
------------ -----------
3,024,357 2,873,280
------------ -----------
Current liabilities
Bank debt 154,092 147,390
Current portion of long-term debt 37,132 57,144
Accounts payable 28,470 36,786
Taxes accrued, including federal income 26,987 10,803
Interest accrued 38,399 32,128
Accrued vacation pay 11,785 10,564
Other 31,326 40,155
------------ -----------
328,191 334,970
------------ -----------
<PAGE> Page 8 FORM 10-Q
September 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
Regulatory and other long-term liabilities
Advances for construction $ 126,426 $ 129,466
Deferred income taxes 405,845 382,592
Deferred investment tax credits 36,409 37,345
Accrued pension expense 34,528 35,702
Accrued postretirement benefit expense 10,114 10,034
Other 10,743 4,081
------------ -----------
624,065 599,220
------------ -----------
Contributions in aid of construction 239,574 224,686
------------ -----------
Commitments and contingencies 0 0
------------ -----------
$ 4,216,187 $ 4,032,156
============ ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Page 9 FORM 10-Q
AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------------
Consolidated Statement of Cash Flows (Unaudited)
(In thousands)
<TABLE>
Nine Months Ended
September 30,
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 93,161 $ 79,842
Adjustments
Depreciation and amortization 76,406 68,113
Provision for deferred income taxes 20,317 13,751
Provision for losses on accounts receivable 5,033 4,051
Allowance for other funds used during
construction (4,844) (5,363)
Employee benefit expenses greater (less)
than funding 761 (1,064)
Employee stock plan expenses 4,207 4,292
Deferred acquisition expense 0 (3,826)
Deferred tank painting costs (1,393) (1,466)
Deferred rate case expense (1,689) (1,676)
Amortization of deferred charges 6,578 7,495
Other, net (89) (871)
Changes in assets and liabilities,
net of effects from acquisition
Accounts receivable (12,763) (10,469)
Unbilled revenues (3,856) (9,567)
Other current assets (5,001) (2,740)
Accounts payable (8,316) (17,644)
Taxes accrued, including federal income 16,184 10,356
Interest accrued 6,271 8,356
Other current liabilities (8,829) (3,549)
-------- --------
Net cash from operating activities 182,138 138,021
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Construction expenditures (231,087) (173,438)
Allowance for other funds used during
construction 4,844 5,363
Water system acquisitions (125) (263,526)
Proceeds from the disposition of property,
plant and equipment 934 2,982
Removal costs from property, plant and
equipment retirements (5,625) (3,264)
Funds restricted for construction activity (6,714) 7,022
-------- --------
Net cash used in investing activities (237,773) (424,861)
-------- --------
<PAGE> Page 10 FORM 10-Q
Nine Months Ended
September 30,
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt $107,000 $231,700
Proceeds from common stock 18,231 179,822
Net borrowings under
line-of-credit agreements 6,702 (50,641)
Advances and contributions for construction,
net of refunds 14,311 7,652
Debt and stock issuance costs (1,388) (3,521)
Repayment of long-term debt (42,514) (23,153)
Redemption of preferred stocks (1,056) (981)
Dividends paid (47,964) (40,602)
-------- --------
Net cash from financing activities 53,322 300,276
-------- --------
Net decrease in cash and
cash equivalents (2,313) 13,436
Cash and cash equivalents at beginning
of period 12,974 23,717
-------- --------
Cash and cash equivalents at end of period $ 10,661 $ 37,153
======== ========
Cash paid during the period for:
Interest, net of capitalized amount $104,285 $ 93,155
======== ========
Income taxes $ 31,351 $ 30,533
======== ========
Common stock issued in lieu of cash in connection with the Employees' Stock
Ownership Plan, the Savings Plan for Employees and the Long-Term
Performance-Based Incentive Plan totaled $4,207 in 1997 and $4,292 in 1996.
Debt and liabilities of $141 million and $5.9 million, respectively, were
assumed in connection with the Acquisition in 1996.
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Page 11 FORM 10-Q
AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------------
Information Accompanying Financial Statements (Unaudited)
(In thousands, except share and per share amounts)
September 30, December 31,
1997 1996
------------ -----------
Preferred stocks with mandatory redemption requirements
Cumulative preferred stock - $25 par value
Authorized - 1,770,000 shares
8.50% series (non-voting) - 1,600,000 shares
outstanding $ 40,000 $ 40,000
============ ===========
Preferred stocks without mandatory redemption requirements
Cumulative preferred stock - $25 par value
5% series (one-tenth of a vote per share)
- 101,777 shares outstanding $ 2,544 $ 2,544
Cumulative preference stock - $25 par value
Authorized - 750,000 shares
5% series (non-voting) - 365,158 shares
outstanding 9,129 9,129
Cumulative preferential stock - $35 par value
Authorized - 3,000,000 shares 0 0
------------ -----------
$ 11,673 $ 11,673
============ ===========
The terms of the 8.50% preferred stock provide that all shares of the
series shall be redeemed on December 1, 2000.
Common stockholders' equity
Common stock - $1.25 par value
Authorized - 300,000,000 shares
Outstanding - 79,460,016 shares at September 30, 1997;
78,421,302 at December 31, 1996 $ 99,325 $ 98,027
Paid-in capital 319,714 298,448
Retained earnings 707,380 662,183
Unearned compensation (910) (784)
------------ -----------
$ 1,125,509 $ 1,057,874
============ ===========
During the first nine months of 1997, 673,605 shares were issued in
connection with the Dividend Reinvestment and Stock Purchase Plan, 134,182
shares were issued in connection with the Employees' Stock Ownership Plan,
170,084 shares were issued in connection with the Savings Plan for
Employees and 60,843 shares were issued in connection with the Long-Term
Performance-Based Incentive Plan. At September 30, 1997, common shares
reserved for issuance in connection with the Company's stock plans were
60,923,162 shares for the Stockholder Rights Plan, 6,367,626 shares for the
Dividend Reinvestment and Stock Purchase Plan, 803,058 shares for the
Employees' Stock Ownership Plan, 144,877 shares for the Savings Plan for
Employees and 397,585 shares for the Long-Term Performance-Based Incentive
Plan.
<PAGE> Page 12 FORM 10-Q
AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except per share amounts)
NOTE 1 -- Financial Statement Presentation
The information presented in this Form 10-Q is unaudited. In the opinion
of management the information reported reflects all adjustments, consisting
of normal recurring adjustments, which were necessary to a fair statement
of the results for the periods reported. Certain reclassifications have
been made to conform previously reported data to the current presentation.
NOTE 2 -- Acquisition
On February 16, 1996, the Company's subsidiary, Pennsylvania-American Water
Company, acquired the water utility operations of Pennsylvania Gas and
Water Company (now known as PG Energy Inc.) for $409,400. The acquired
operations, which include 10 water treatment plants and 36 reservoirs,
serve approximately 132,000 customers in northeastern Pennsylvania. The
acquisition was accounted for as a purchase, and the accompanying financial
statements reflect the results of operations of the acquired business
subsequent to the purchase date. The purchase price consisted of $262,500
in cash and the assumption of $146,900 of PG Energy Inc.'s liabilities,
including $141,000 of its long-term debt. The cash payment was funded with
short-term debt that was subsequently repaid with the proceeds from the
Company's 1996 common stock offering and a portion of the proceeds from
Pennsylvania-American's 1996 offering of $150,000 of 30-year, 7.8% General
Mortgage Bonds.
The unaudited pro forma results listed below were prepared as if the
acquisition and related offerings had occurred on January 1, 1996, and
include the historical results of the Company and of the acquired
operations. The unaudited pro forma information is not necessarily
indicative of the results of operations that might have occurred had the
acquisition actually taken place on the date indicated, or of future
results of operations of the combined entities.
Nine months ended September 30, 1996
- -------------------------------------
Revenues $681,970
Net income 80,344
Earnings per common share $ 1.00
NOTE 3 -- New Accounting Standard
In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings per Share" and Statement of Financial Accounting Standards No.
129, "Disclosure of Information about Capital Structure," were issued by
the Financial Accounting Standards Board requiring implementation for
periods ending after December 15, 1997.
Adoption of these statements effective December 31, 1997, is not expected
to have a significant effect on the financial statements of the Company.
<PAGE> Page 13 FORM 10-Q
AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except per share amounts)
Note 4 -- Regulatory Decision
At a public meeting held October 2, 1997, the Pennsylvania Public Utility
Commission approved a settlement agreement among all parties in the rate
proceeding initiated by the Company's Pennsylvania subsidiary earlier this
year. As a result, the subsidiary, effective October 4, 1997, instituted
new rates for service that are designed to produce additional annual
revenues of $27 million. An aspect of this rate proceeding was the
recognition of the subsidiary's February 1996 acquisition of water service
assets in northeastern Pennsylvania.
<PAGE> Page 14 FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
- --------------------------------------------------------------------------
Results of Operations
- ---------------------
The first nine months of 1997 results included nine months of the
northeastern Pennsylvania acquisition as compared to seven and one-half
months for the same period in 1996.
Operating revenues for the third quarter and the first nine months of 1997
were higher than for the same periods of 1996 by 7% and 6%, respectively.
The increases are due to higher water consumption due to favorable summer
weather conditions, authorized rate increases for several subsidiaries and
the acquisition of the regulated water operations in northeastern
Pennsylvania. Revenues included in the third quarter of 1997 from the
northeastern Pennsylvania acquisition were approximately equal to those
included in the third quarter of 1996. In the first nine months of 1997,
the northeastern Pennsylvania acquisition increased operating revenues by
$7.3 million in comparison to the same period in 1996.
During the first ten months of 1997, eight regulated subsidiaries received
rate orders which are expected to provide approximately $34.3 million in
additional annual revenues. A rate increase for the company's Pennsylvania
subsidiary accounts for $27.0 million of the increase in additional annual
revenues. The decision addressed the Company's northeastern Pennsylvania
acquisition and other added investment in water service facilities since
its last rate decision. Seven subsidiaries have rate increase applications
on file before regulatory agencies which, if granted in full, would provide
approximately $29.5 million in additional annual revenues.
Water sales volume during the third quarter of 1997 increased 7% to 76.3
billion gallons from 71.3 billion gallons in the third quarter of 1996.
The 192.6 billion gallons of sales volume for the first nine months of 1997
was 3% greater than the 187.2 billion gallons sold in the same period of
1996. The acquisition added approximately 1.8 billion gallons of water
sold for the first nine months of 1997 when compared to the first nine
months of 1996.
Total operating expenses for the third quarter of 1997 were 3% higher than
those in the third quarter of 1996. The total operating expenses in the
first nine months of 1997 increased by 2% over the same period last year.
Continuing efforts to achieve cost efficiencies resulted in an increase in
operation and maintenance expenses of 1% for the third quarter and a
decrease of 1% for the first nine months of 1997, in comparison to the same
periods in 1996. Depreciation expense was higher for the third quarter and
first nine months of 1997 when compared to the third quarter and first nine
months of 1996 due to growth in utility plant in service. General taxes
increased in the third quarter and first nine months of 1997 when compared
to the same periods of 1996 reflecting higher property values and increased
gross receipts.
<PAGE> Page 15 FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (contd.)
- --------------------------------------------------------------------------
Results of Operations (contd.)
- ------------------------------
Income deductions, primarily interest, were 5% higher for the third quarter
and 9% higher for the first nine months when compared to the same periods
in 1996. The increases can be attributed primarily to an increase in total
debt to fund the construction of new water service assets and the
northeastern Pennsylvania acquisition.
The total allowance for funds used during construction recorded in the
third quarter of 1997 was greater than the third quarter of 1996 as a
result of construction of new water service assets. The total allowance
for funds used during construction in the first nine months of 1997
decreased when compared to the same period in 1996. This decrease was due
to the completion of the Delaware River Regional Water Treatment Plant in
New Jersey which began operation in 1996.
Income taxes increased in the third quarter and the first nine months of
1997 when compared to the same periods in 1996. The increases can be
attributed to increased earnings in 1997.
Net income to common stock was $42.5 million for the third quarter of 1997
compared with $35.3 million for the same period in 1996. Net income to
common stock for the first nine months of 1997 was $90.2 million compared
with $76.9 million for the first nine months of 1996.
<PAGE> Page 16 FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (contd.)
- --------------------------------------------------------------------------
Capital Resources and Liquidity
- --------------------------------
All shares of common stock issued during 1997 have been the result of stock
issued in conjunction with the Dividend Reinvestment and Stock Purchase
Plan, the Employees Stock Ownership Plan, the Savings Plan for Employees,
and the Long-Term Performance-Based Incentive Plan.
During the balance of 1997, the Company plans to continue issuing common
stock through its Dividend Reinvestment and Stock Purchase Plan and the
Savings Plan for Employees. Proceeds from the issuance of common stock
will fund additional equity investments in subsidiaries.
Six regulated subsidiaries issued $107.0 million of long-term debt during
the first ten months of 1997. In addition, the Company invested $36.7
million in the common stock of seven subsidiaries. The proceeds from these
financing arrangements have been used to fund construction programs and
repay bank borrowings. It is anticipated that some subsidiaries will sell
long-term debt to institutional investors and common stock to the Company
during the remainder of 1997, with the proceeds used to repay bank loans
and to fund construction projects.
<PAGE> Page 17 FORM 10-Q
PART II - OTHER INFORMATION
Item 5. Other Information
-----------------------------------------
George W. Johnstone, a director and the president and chief executive
officer of the Company, retired from those offices on November 6, 1997.
J. James Barr, vice president and treasurer of the Company, was thereupon
elected to the Board of Directors and appointed interim president and chief
executive officer of the Company.
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
A. Exhibits
--------
Exhibit number (27), Financial Data Schedule, is filed herewith
electronically.
B. Reports on Form 8-K
-------------------
No report on Form 8-K was filed by the registrant during the quarter ended
September 30, 1997.
<PAGE> Page 18 FORM 10-Q
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.
AMERICAN WATER WORKS COMPANY, INC.
Date November 13, 1997 /s/ J. James Barr
- ---------------------- --------------------------------------
J. James Barr, President and CEO
(Authorized Officer)
Date November 13, 1997 /s/ Robert D. Sievers
- ---------------------- --------------------------------------
Robert D. Sievers, Comptroller
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000318819
<NAME> R. D. SIEVERS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,607,277
<OTHER-PROPERTY-AND-INVEST> 107,317
<TOTAL-CURRENT-ASSETS> 182,795
<TOTAL-DEFERRED-CHARGES> 277,753
<OTHER-ASSETS> 41,045
<TOTAL-ASSETS> 4,216,187
<COMMON> 99,325
<CAPITAL-SURPLUS-PAID-IN> 318,804
<RETAINED-EARNINGS> 707,380
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,125,509
80,027
17,929
<LONG-TERM-DEBT-NET> 1,800,892
<SHORT-TERM-NOTES> 154,092
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 37,132
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,000,606
<TOT-CAPITALIZATION-AND-LIAB> 4,216,187
<GROSS-OPERATING-REVENUE> 717,284
<INCOME-TAX-EXPENSE> 57,916
<OTHER-OPERATING-EXPENSES> 460,899
<TOTAL-OPERATING-EXPENSES> 518,815
<OPERATING-INCOME-LOSS> 198,469
<OTHER-INCOME-NET> 3,393
<INCOME-BEFORE-INTEREST-EXPEN> 201,862
<TOTAL-INTEREST-EXPENSE> 108,701
<NET-INCOME> 93,161
2,988
<EARNINGS-AVAILABLE-FOR-COMM> 90,173
<COMMON-STOCK-DIVIDENDS> 44,976
<TOTAL-INTEREST-ON-BONDS> 103,113
<CASH-FLOW-OPERATIONS> 182,138
<EPS-PRIMARY> 1.14
<EPS-DILUTED> 0
</TABLE>
