<PAGE>1
FORM 10-Q
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 March 31, 1995
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 2 - 26720
LOUISVILLE GAS AND ELECTRIC COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Kentucky 61 - 0264150
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 West Main Street, P.O. Box 32010, Louisville, KY 40232
- ---------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(502) 627-2000
-------------------------------
(Registrant's telephone number)
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.
21,294,223 shares, without par value, as of April 30, 1995, all of which
- -------------------------------------------------------------------------
were held by LG&E Energy Corp.
- ------------------------------
<PAGE>2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
LOUISVILLE GAS AND ELECTRIC COMPANY
STATEMENTS OF INCOME
(Thousands of $)
The following statements of income include all normal recurring adjustments
and accruals which are, in the opinion of the Company, necessary to present
a fair statement of the results for the periods shown.
Quarter Ended March 31
----------------------
1995 1994
---- ----
OPERATING REVENUES
Electric.............................. $123,542 $123,317
Gas................................... 75,975 96,362
------- -------
Total operating revenues.......... 199,517 219,679
------- -------
OPERATING EXPENSES
Fuel for electric generation.......... 31,851 33,233
Power purchased....................... 807 3,387
Gas supply expenses................... 48,367 67,399
Other operation expenses.............. 35,398 35,354
Maintenance........................... 11,482 13,274
Non-recurring charges (Note 3)........ - 38,613
Depreciation and amortization......... 21,440 20,633
Federal and State income taxes........ 13,228 (4,054)
Property and other taxes.............. 4,535 5,237
------- -------
Total operating expenses.......... 167,108 213,076
------- -------
NET OPERATING INCOME...................... 32,409 6,603
Other Income and (Deductions)............. 401 (489)
Contribution to Charitable
Foundation - net (Note 3)............... - 8,946
Interest Charges.......................... 10,971 10,494
------- -------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING PRINCIPLE...... 21,839 (13,326)
Cumulative Effect of Change in Accounting
for Post-Employment Benefits, net of
income taxes of $2,280 (Note 4)....... - (3,369)
------- -------
NET INCOME (LOSS)......................... 21,839 (16,695)
Preferred Stock Dividends................. 1,617 1,378
------- -------
NET INCOME (LOSS) AVAILABLE FOR
COMMON STOCK.......................... $ 20,222 $ (18,073)
------- -------
------- -------
<PAGE>3
LOUISVILLE GAS AND ELECTRIC COMPANY
BALANCE SHEETS
(Thousands of $)
ASSETS
March 31, December 31,
1995 1994
------------- ------------
UTILITY PLANT
At Original Cost.......................... $2,555,953 $2,537,895
Less: Reserve for depreciation............ 900,626 881,861
--------- ---------
1,655,327 1,656,034
--------- ---------
OTHER PROPERTY AND INVESTMENTS -
less reserve.............................. 46,231 50,681
--------- ---------
CURRENT ASSETS
Cash and temporary cash investments....... 70,312 39,138
Accounts receivable - less reserve........ 81,734 86,058
Materials and supplies - at average cost
Fuel (predominantly coal)............. 12,690 13,869
Gas stored underground................ 10,512 31,354
Other................................. 36,957 37,299
Prepayments............................... 1,749 253
--------- ---------
213,954 207,971
--------- ---------
DEFERRED DEBITS AND OTHER ASSETS
Unamortized debt expense.................. 7,687 7,776
Regulatory assets......................... 31,020 31,726
Other..................................... 10,702 12,402
--------- ---------
49,409 51,904
--------- ---------
$1,964,921 $1,966,590
--------- ---------
--------- ---------
<PAGE>4
LOUISVILLE GAS AND ELECTRIC COMPANY
CAPITAL AND LIABILITIES
(Thousands of $)
CAPITALIZATION
COMMON STOCK, without par value -
Authorized 75,000,000 shares;
outstanding 21,294,223 shares......... $ 425,170 $ 425,170
COMMON STOCK EXPENSE...................... (836) (836)
UNREALIZED LOSS ON MARKETABLE SECURITIES,
net of income taxes of $739 and
$1,434................................ (725) (1,751)
RETAINED EARNINGS......................... 180,117 193,895
--------- ---------
603,726 616,478
CUMULATIVE PREFERRED STOCK................ 116,716 116,716
LONG-TERM DEBT............................ 662,858 662,862
--------- ---------
1,383,300 1,396,056
--------- ---------
CURRENT LIABILITIES
Accounts payable.......................... 55,283 70,770
Dividends declared........................ 35,617 19,567
Accrued taxes............................. 18,870 8,247
Accrued interest.......................... 11,709 13,394
Other..................................... 11,465 10,277
--------- ---------
132,944 122,255
--------- ---------
DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes......... 278,218 275,814
Investment tax credit,
in process of amortization............ 87,627 88,779
Accumulated provision for pensions
and related benefits.................. 47,094 49,104
Customers' advances for construction...... 8,778 8,621
Regulatory liability...................... 8,914 8,914
Other..................................... 18,046 17,047
--------- ---------
448,677 448,279
--------- ---------
$1,964,921 $1,966,590
--------- ---------
--------- ---------
<PAGE>5
LOUISVILLE GAS AND ELECTRIC COMPANY
STATEMENTS OF CASH FLOWS
(Thousands of $)
Quarter Ended March 31
--------------------------
1995 1994
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)............................ $ 21,839 $(16,695)
Items not requiring cash currently:
Depreciation and amortization............ 21,440 20,633
Deferred income taxes - net.............. 1,709 (14,818)
Investment tax credit - net.............. (1,152) (1,189)
Cumulative effect of change in
accounting principle................. - 3,369
Non-recurring charges.................... - 38,613
Other.................................... 946 3,759
(Increase) decrease in certain net
current assets:
Accounts receivable...................... 4,324 7,581
Materials and supplies................... 22,363 21,930
Accounts payable......................... (15,487) (4,180)
Accrued taxes............................ 10,623 204
Accrued interest......................... (1,685) (1,375)
Prepayments and other.................... (308) 462
Other........................................ (364) (4,192)
------- -------
Net cash provided from
operating activities................... 64,248 54,102
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities....................... (44,160) (22,665)
Proceeds from sales of securities............ 50,329 8,818
Construction expenditures.................... (19,676) (14,323)
------- -------
Net cash used for investing activities... (13,507) (28,170)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of dividends......................... (19,567) (18,878)
------- -------
Net cash used for financing activities... (19,567) (18,878)
------- -------
<PAGE>6
LOUISVILLE GAS AND ELECTRIC COMPANY
STATEMENTS OF CASH FLOWS
(Thousands of $)
NET INCREASE IN CASH AND
TEMPORARY CASH INVESTMENTS................... $ 31,174 $ 7,054
CASH AND TEMPORARY CASH INVESTMENTS AT
BEGINNING OF PERIOD.......................... 39,138 44,105
------- -------
CASH AND TEMPORARY CASH INVESTMENTS AT
END OF PERIOD................................ $ 70,312 $ 51,159
------- -------
------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes............................. $ - $ 4,970
Interest on borrowed money............... 12,250 11,583
For the purposes of this statement, all temporary cash investments purchased
with a maturity of three months or less are considered cash equivalents.
<PAGE>7
LOUISVILLE GAS AND ELECTRIC COMPANY
STATEMENTS OF RETAINED EARNINGS
(Thousands of $)
Quarter Ended March 31
----------------------
1995 1994
---- ----
Balance at beginning of period........ $193,895 $194,903
Add net income (loss)................. 21,839 (16,695)
------- -------
215,734 178,208
------- -------
Deduct: Cash dividends declared
on stock -
5% cumulative preferred..... 269 269
7.45% cumulative preferred.. 400 400
Auction rate cumulative
preferred................. 581 342
$5.875 cumulative preferred. 367 367
Common...................... 34,000 17,500
------- -------
35,617 18,878
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Balance at end of period.............. $180,117 $159,330
------- -------
------- -------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. The financial statements included herein have been prepared by Louisville
Gas and Electric Company (the "Company" or "LG&E"), 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 the Company believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's
Annual Report on Form 10-K for the year 1994.
2. The Company filed an application with the Public Service Commission of
Kentucky (Commission) on October 7, 1994, in which it requested approval
of an environmental cost recovery surcharge to recover certain costs
required to comply with the Federal Clean Air Act, as amended, and those
federal, state, and local environmental requirements which apply to coal
combustion wastes and by-products from facilities utilized for the
production of energy from coal. On April 6, 1995, the Commission
approved an environmental cost recovery surcharge that will increase
electric revenues by approximately $3.8 million in 1995 and $7.2 million
in 1996. The surcharge became effective on May 1, 1995. The Company and
the Kentucky Attorney General have filed applications for rehearing on
certain issues in the April 6 order. Among other things, the Kentucky
Attorney General is requesting a reduction of the amounts recoverable by
the Company. The Company cannot predict what action, if any, the
Commission may take in this matter.
<PAGE>8
3. As part of a study of LG&E Energy Corp.'s business strategy and
realignment during 1994, the Company re-evaluated its regulatory strategy
which previously had been to seek full recovery of certain costs deferred
in accordance with prior precedents established by the Commission. As a
result of this re-evaluation, in the first quarter of 1994, the Company
wrote off certain expenses that had previously been deferred amounting to
approximately $38.6 million before taxes. While the Company continues to
believe that it could have reasonably expected to recover these costs in
future rate proceedings before the Commission, the Company decided to
deduct these expenses currently and not seek recovery for such expenses
in future rates due to increasing competitive pressures and the existing
and anticipated future economic conditions. The items written off include
costs incurred in connection with early retirements and workforce
reductions that occurred in 1992 and 1993 which consist primarily of
separation payments, enhanced early retirement benefits, and health care
benefits; costs associated with property damage claims pertaining to
particulate emissions from its Mill Creek electric generating plant which
primarily consist of spotting on automobile finish and aluminum siding;
and certain costs previously deferred resulting from adoption in January
1993 of Statement of Financial Accounting Standards No. 106, Employers'
Accounting for Post-Retirement Benefits Other Than Pensions.
In the first quarter of 1994, the Board of Directors of the Company
approved the formation of a tax-exempt charitable foundation (Foundation)
which will make charitable contributions to qualified persons and
entities. In 1994, the Company recorded a pre-tax charge against income
and made an irrevocable payment of $15 million to fund the Foundation.
On June 6, 1994, the Internal Revenue Service issued a letter stating that
it had determined the Foundation was exempt from Federal income tax under
the Internal Revenue Code.
4. The Company adopted Statement of Financial Accounting Standards No. 112,
Employers' Accounting for Post-Employment Benefits (SFAS 112) on
January 1, 1994, as required. SFAS 112 requires the accrual of the
expected cost of benefits to former or inactive employees after employment
but before retirement. The cumulative effect of the accounting change was
recorded in the first quarter of 1994 and decreased net income by $3.4
million.
5. Reference is made to Part II herein - Item 1, Legal Proceedings.
<PAGE>9
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition.
Results of Operations
---------------------
Because of seasonal fluctuations in temperature and other factors the results
of one interim period are not necessarily indicative of results to be
expected for the year.
Quarter Ended March 31, 1995, Compared with
Quarter Ended March 31, 1994
-------------------------------------------
Net income increased $38.5 million for the quarter ended March 31, 1995, over
the first quarter of 1994. This increase was due to the write off, in the
first quarter of 1994, of non-recurring items, the formation of a charitable
foundation and the adoption of SFAS No. 112. Without consideration of the
charges against income in 1994 as discussed above, net income for the quarter
increased $2.4 million (12.5%). This increase is due primarily to higher
electric wholesale and retail industrial sales and lower maintenance
expenses. Maintenance expenses incurred in the first quarter of 1994 were
higher because of the severe winter storm in January 1994.
A comparison of operating revenues for the quarter ended March 31, 1995, with
the quarter ended March 31, 1994, reflects increases and decreases which have
been segregated by the following principal causes:
Increase or (Decrease)
(Thousands of $)
-------------------------
Electric Gas
Cause Revenues Revenues
----- -------- --------
Sales to Ultimate Consumers:
Fuel and gas supply adjustments.............. $(2,877) $ (7,227)
Demand side management/revenue decoupling.... 2,445 2,073
Variation in sales volume, etc............... 1,149 (16,963)
------ ------
Total.................................... 717 (22,117)
Sales for resale............................... (436) -
Gas transportation - net....................... - 2,003
Other.......................................... (56) (273)
------ ------
Total.................................... $ 225 $(20,387)
------ ------
------ ------
<PAGE>10
Fuel for electric generation and gas supply expenses comprise a large segment
of the Company's total operating expenses. The Company's electric and gas
rates contain a fuel adjustment clause and a gas supply clause, respectively,
whereby increases or decreases in the cost of fuel and gas supply may be
reflected in the Company's rates, subject to the approval of the Public
Service Commission of Kentucky. Fuel for electric generation decreased $1.4
million (4%) for the quarter primarily because of a decrease in the cost of
coal burned ($2.8 million) partially offset by increased generation of 4%.
Gas supply expenses decreased $19 million (28%) due mainly to a lower volume
of gas delivered to the distribution system ($14.1 million) and a decrease
in net gas supply cost ($4.9 million).
The Company implemented a Commission approved demand side management (DSM)
program in January 1994. The agreement contains a rate mechanism that will
allow the Company concurrent recovery of DSM costs; provide the Company an
incentive for implementing DSM programs; and allow the Company to recover
revenues due to lost sales associated with the DSM programs.
Power purchased decreased $2.6 million due mainly to less power wheeled for
other utilities as a result of the milder weather in the region.
Maintenance expenses decreased $1.8 million (14%) primarily due to storm
damage expenses related to the severe winter weather during the first quarter
of 1994.
Non-recurring charges written off during the first quarter of 1994 include
the costs in connection with early retirements and work force reductions that
occurred in 1992 and 1993, costs in connection with property damage claims
pertaining to particulate emissions from the Mill Creek electric generating
plant, and certain costs previously deferred resulting from adoption of
Statement of Financial Accounting Standards No. 106, Employers' Accounting
for Post-Retirement Benefits Other Than Pensions. See Note 3 of Notes to
Financial Statements.
Depreciation and amortization increased because of additional depreciable
plant in service.
Variations in income tax expense are largely attributable to changes in
pre-tax income.
Property and other taxes decreased mainly due to payroll taxes associated
with severance payments in connection with work force reductions recorded in
the first quarter of 1994. See Note 3 of Notes to Financial Statements.
Other income and deductions increased primarily due to an increase in
dividend and interest income from investments.
The contribution to charitable foundation represents the expense (net of
taxes) associated with the formation of a tax-exempt charitable foundation
recorded in the first quarter of 1994. See Note 3 of Notes to Financial
Statements.
<PAGE>11
Interest charges increased because of a higher composite interest rate on
outstanding debt. A component of interest expense was the cost associated
with $30 million of interest rate swaps that the Company entered into as a
standard hedging device in connection with the issuance of Pollution Control
Bonds Series S due September 1, 2017, in 1992. The swaps are designed to
reduce the Company's exposure to interest rate risk. During the three months
ended March 31, 1995, the Company received interest at a composite rate of
3.7% and paid interest at a composite rate of 4.55% pursuant to the swaps.
Cumulative Effect of Change in Accounting for Post-Employment Benefits
reflects an accounting change required by the adoption of Statement of
Financial Accounting Standards No. 112, Employers' Accounting for
Post-Employment Benefits during the first quarter of 1994. See Note 4 of
Notes to Financial Statements.
Liquidity and Capital Resources
-------------------------------
The Company's capital structure and cash flow remained strong throughout the
reported periods. This is evidenced primarily by the Company's ability to
meet its capital needs through internal generation and the investment in
available-for-sale-securities at March 31, 1995.
The Company's need for capital funds is primarily related to the construction
of plant and equipment necessary to meet electric and gas customers' needs
and the protection of the environment. Construction expenditures for the
first quarter of 1995 of $20 million were financed with internally generated
funds.
The Company's combined cash and temporary cash investments balance increased
$31 million in the first quarter of 1995. The increase reflects the
Company's cash flow from operations, less capital expenditures, and dividend
payments.
Variations in accounts receivable and accounts payable are not generally
significant indicators of the Company's liquidity, as such variations are
primarily attributable to seasonal fluctuations in weather, which has a
direct effect on sales of electricity and natural gas.
In April 1995, the Company issued $40 million of Jefferson County, Kentucky,
Pollution Control Revenue Bonds, 5.90% Series, due April 15, 2023. The
proceeds of the bonds were used to defease, in April 1995, the outstanding
9.25% Series of Pollution Control Bonds due July 1, 2015.
<PAGE>12
At March 31, 1995, the Company had unused lines of credit of $145 million
with banks for which it pays commitment fees. The lines are scheduled to
expire at various periods throughout 1995. The Company intends to
renegotiate such lines when they expire.
The Company's capitalization ratios at March 31, 1995, and December 31, 1994
were:
March 31, 1995 December 31, 1994
-------------- -----------------
Long-term debt............... 47.9% 47.5%
Preferred stock.............. 8.4 8.4
Common stock equity.......... 43.7 44.1
----- -----
Total...................... 100.0% 100.0%
----- -----
----- -----
For a description of significant contingencies that may affect the Company,
reference is made to Part II herein - Item 1, Legal Proceedings.
<PAGE>13
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings.
For a description of the significant legal proceedings involving the Company,
reference is made to: (i) the information under the following items and
captions of the Company's Annual Report on Form 10-K for the year ended
December 31, 1994: Item 1, Business; Item 3, Legal Proceedings; Item 7,
Management's Discussion and Analysis of Results of Operations and Financial
Condition; and Notes 2, 10, and 11 of the Notes to Financial Statements under
Item 8, Financial Statements and Supplementary Data and (ii) the Company's
current report on Form 8-K dated April 13, 1995. Except as noted below,
there have been no material changes in these proceedings as reported in the
Company's 1994 Form 10-K and Form 8-K.
Trimble County. As reported in Note 11 of the Notes to Financial Statements
under Item 8 of the Company's 1994 Form 10-K, the Company expressed the
opinion that the Public Service Commission of Kentucky's (Commission) July 8,
1994, order made it unlikely that the Commission would entertain the position
taken by the intervenors in their previously-filed testimony that the Company
refund approximately $183 million to its customers. On April 21, 1995, the
Commission issued an order granting the Company's motion to strike certain
testimony submitted by certain intervenors in the Commission's proceeding to
determine what refunds, if any, are necessary to fully put into effect the
Commission's prior decision to disallow 25% of Trimble County's costs from
rates. The stricken testimony recommended that the Company be ordered to
refund 25% of the revenue requirements the Company collected on Construction
Work in Progress (CWIP) for Trimble County included in rates from June 1979
through December 1990 (approximately $183 million). The Commission states
in the order that it is forbidden by the legal prohibition against
retroactive ratemaking from expanding the issues beyond the approximately $30
million in revenues collected subject to refund by the Company pursuant to
the Commission's July 1, 1988, order in Case No. 10064. The Company refunded
$11.1 million of that amount under the 1989 settlement agreement. On
April 26, 1995, certain intervenors filed a petition in Franklin Circuit
Court requesting review of the April 21, 1995, order and immediate relief.
The court denied their request for review and relief. On May 9, 1995, formal
hearings began with the Commission to determine the proper ratemaking
treatment to exclude 25% of Trimble County from customer rates for the period
May 1988 through December 1990. The Company's current rates, which became
effective January 1, 1991, reflect the revenue requirements applicable to 75%
of the Trimble County plant.
<PAGE>14
Statewide Power Planning. As discussed in Item 3, Legal Proceedings, of the
Company's 1994 Form 10-K, in November 1993, the Company filed its 1993
biennial Integrated Resource Plan (the Plan) with the Commission. The Plan
updates the Company's 1991 Integrated Resource Plan, and proposes to meet
customers' future demand through 2007 by adding resources in small
increments, such as through short-term power purchases (1996-1999), a
customer-owned standby generation program (1997), two combustion turbines
(1999-2000), an air conditioner load controls program storage plan (1997,
2001-2003), an upgrade to the Company's existing hydroelectric plant (2003),
and a compressed air energy storage plan (2004). In March 1995, the
Commission Staff issued a report on its review of the Plan. The Staff
specifically found that the Plan contained some of the better analyses among
those filed by the electric utilities under the Commission's jurisdiction,
and presented several suggestions for the Company's consideration in
developing its next Plan. By order issued on March 17, 1995, the Commission
formally closed its proceeding for the review of the Plan.
Environmental Surcharge. On April 6, 1995, the Commission approved, with
modifications, the Company's application for an environmental cost recovery
surcharge to recover certain costs required to comply with the Federal Clean
Air Act, as amended, and other federal, state, and local environmental laws,
regulations and orders which apply to coal combustion wastes and by-products
from facilities utilized for the production of energy from coal. As a result
of the order approving the surcharge, the Company estimates that its electric
revenues will increase by approximately $3.8 million in 1995 and $7.2 million
in 1996. The Company and the Kentucky Attorney General have filed
applications for rehearing on certain issues in the April 6 order. Among
other things, the Kentucky Attorney General is requesting a reduction of the
amounts recoverable by the Company. The Company cannot predict what action,
if any, the Commission may take in this matter.
Item 6(a). Exhibits.
Exhibit No.
- -----------
27. Financial Data Schedule
Item 6(b). Reports on Form 8-K.
On April 13, 1995, a report on Form 8-K was filed announcing the approval,
with modifications, of the Company's application for an environmental cost
recovery surcharge.
<PAGE>15
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LOUISVILLE GAS AND ELECTRIC COMPANY
-----------------------------------
Registrant
By M. L. Fowler
-----------------------------------
Vice President and Controller
(On behalf of the registrant in
his capacity as Principal
Accounting Officer)
Date May 10, 1995
------------
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,655,327
<OTHER-PROPERTY-AND-INVEST> 46,231
<TOTAL-CURRENT-ASSETS> 213,954
<TOTAL-DEFERRED-CHARGES> 38,707
<OTHER-ASSETS> 10,702
<TOTAL-ASSETS> 1,964,921
<COMMON> 424,334
<CAPITAL-SURPLUS-PAID-IN> (725)<F1>
<RETAINED-EARNINGS> 180,117
<TOTAL-COMMON-STOCKHOLDERS-EQ> 603,726
0
116,716
<LONG-TERM-DEBT-NET> 662,858
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0
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<OTHER-OPERATING-EXPENSES> 153,880
<TOTAL-OPERATING-EXPENSES> 167,108
<OPERATING-INCOME-LOSS> 32,409
<OTHER-INCOME-NET> 401
<INCOME-BEFORE-INTEREST-EXPEN> 32,810
<TOTAL-INTEREST-EXPENSE> 10,971
<NET-INCOME> 21,839
1,617
<EARNINGS-AVAILABLE-FOR-COMM> 20,222
<COMMON-STOCK-DIVIDENDS> 34,000
<TOTAL-INTEREST-ON-BONDS> 10,564
<CASH-FLOW-OPERATIONS> 64,248
<EPS-PRIMARY> 0
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<FN>
<F1>Represents Unrealized Loss on Marketable
Securities.
</FN>
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