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, 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 1-2578
OHIO EDISON COMPANY
(Exact name of Registrant as specified in its charter)
Ohio 34-0437786
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
76 South Main Street, Akron, Ohio 44308
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 330-384-5100
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:
152,569,437 shares of common stock, $9 par value, outstanding
as of May 12, 1997.
OHIO EDISON COMPANY
TABLE OF CONTENTS
Pages
-----
Part I. Financial Information
Consolidated Statements of Income 1
Consolidated Balance Sheets 2-3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5-6
Report of Independent Public Accountants 7
Management's Discussion and Analysis of
Results of Operations and Financial Condition 8-9
Part II. Other Information
<TABLE>
PART I. FINANCIAL INFORMATION
- -------------------------------
OHIO EDISON COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
-----------------------
1997 1996
-------- --------
(In thousands, except per share amounts)
<S> <C> <C>
OPERATING REVENUES $604,774 $611,636
-------- --------
OPERATING EXPENSES AND TAXES:
Fuel and purchased power 109,101 123,290
Nuclear operating costs 68,523 58,774
Other operating costs 87,990 100,873
-------- --------
Total operation and maintenance expenses 265,614 282,937
Provision for depreciation 99,958 83,291
Amortization of net regulatory assets 7,420 5,632
General taxes 61,537 63,959
Income taxes 43,896 45,331
-------- --------
Total operating expenses and taxes 478,425 481,150
-------- --------
OPERATING INCOME 126,349 130,486
OTHER INCOME 13,495 6,996
-------- --------
TOTAL INCOME 139,844 137,482
-------- --------
NET INTEREST AND OTHER CHARGES:
Interest on long-term debt 52,625 56,535
Allowance for borrowed funds used during
construction and capitalized interest (380) (1,178)
Other interest expense 7,718 4,858
Subsidiaries' preferred stock dividend requirements 3,857 3,857
-------- --------
Net interest and other charges 63,820 64,072
-------- --------
NET INCOME 76,024 73,410
PREFERRED STOCK DIVIDEND REQUIREMENTS 3,124 3,125
-------- --------
EARNINGS ON COMMON STOCK $ 72,900 $ 70,285
======== ========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 144,345 143,946
======== ========
EARNINGS PER SHARE OF COMMON STOCK $ .51 $ .49
====== =====
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $.375 $.375
===== =====
<FN>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>
- 1 -
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
(In thousands)
ASSETS
------
<S> <C> <C>
UTILITY PLANT:
In service, at original cost $8,640,046 $8,634,030
Less--Accumulated provision for depreciation 3,426,550 3,315,344
---------- ----------
5,213,496 5,318,686
---------- ----------
Construction work in progress-
Electric plant 104,339 93,413
Nuclear fuel 11,901 5,786
---------- ----------
116,240 99,199
---------- ----------
5,329,736 5,417,885
---------- ----------
OTHER PROPERTY AND INVESTMENTS:
PNBV Capital Trust 487,418 487,979
Letter of credit collateralization 277,763 277,763
Other 346,852 323,316
---------- ----------
1,112,033 1,089,058
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents 15,287 5,253
Receivables-
Customers (less accumulated provisions of $2,826,000
and $2,306,000, respectively, for uncollectible
accounts) 236,298 247,027
Other 51,704 58,327
Materials and supplies, at average cost-
Owned 67,674 66,177
Under Consignment 41,919 44,468
Prepayments 90,231 75,681
---------- ----------
503,113 496,933
---------- ----------
DEFERRED CHARGES:
Regulatory assets 1,676,287 1,703,111
Unamortized sale and leaseback costs 98,826 100,066
Property taxes 101,010 100,802
Other 62,459 57,517
---------- ----------
1,938,582 1,961,496
---------- ----------
$8,883,464 $8,965,372
========== ==========
</TABLE>
- 2 -
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
(In thousands)
CAPITALIZATION AND LIABILITIES
------------------------------
<S> <C> <C>
CAPITALIZATION:
Common stockholders' equity-
Common stock, $9 par value,authorized 175,000,000
shares-152,569,437 shares outstanding $1,373,125 $1,373,125
Other paid-in capital 727,950 727,602
Retained earnings 576,308 557,642
Unallocated employee stock ownership plan common
stock - 8,176,622 and 8,259,053 shares, respectively (153,170) (155,010)
---------- ----------
Total common stockholders' equity 2,524,213 2,503,359
Preferred stock-
Not subject to mandatory redemption 160,965 160,965
Subject to mandatory redemption 20,000 20,000
Preferred stock of consolidated subsidiary-
Not subject to mandatory redemption 50,905 50,905
Subject to mandatory redemption 15,000 15,000
Company obligated mandatorily redeemable preferred
securities of subsidiary trust holding solely
Company subordinated debentures 120,000 120,000
Long-term debt 2,428,671 2,712,760
---------- ----------
5,319,754 5,582,989
---------- ----------
CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock 534,664 333,667
Short-term borrowings 319,973 349,480
Accounts payable 86,035 93,509
Accrued taxes 170,568 142,909
Accrued interest 48,023 52,855
Other 142,308 131,275
---------- ----------
1,301,571 1,103,695
---------- ----------
DEFERRED CREDITS:
Accumulated deferred income taxes 1,758,900 1,777,086
Accumulated deferred investment tax credits 196,009 199,835
Other 307,230 301,767
---------- ----------
2,262,139 2,278,688
---------- ----------
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 2) ---------- ----------
$8,883,464 $8,965,372
========== ==========
<FN>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these balance sheets.
</TABLE>
- 3 -
<TABLE>
OHIO EDISON COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------
1997 1996
-------- --------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 76,024 $ 73,410
Adjustments to reconcile net income to net
cash from operating activities-
Provision for depreciation 99,958 83,291
Nuclear fuel and lease amortization 14,345 12,237
Other amortization, net 7,110 5,229
Deferred income taxes, net (8,441) 8,424
Investment tax credits, net (3,826) (3,335)
Deferred fuel costs, net - (2,936)
Receivables 17,352 38,391
Materials and supplies 1,052 (4,378)
Accounts payable (3,864) (1,814)
Other 17,181 4,058
-------- --------
Net cash provided from operating activities 216,891 212,577
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt 29,205 40,621
Redemptions and Repayments-
Preferred stock - 671
Long-term debt 112,487 146,867
Short-term borrowings, net 29,507 957
Dividend Payments-
Common stock 53,541 53,862
Preferred stock 3,096 3,360
-------- --------
Net cash used for financing activities 169,426 165,096
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions 34,381 43,725
Other 3,050 3,369
-------- --------
Net cash used for investing activities 37,431 47,094
-------- --------
Net increase in cash and cash equivalents 10,034 387
Cash and cash equivalents at beginning of period 5,253 29,830
-------- --------
Cash and cash equivalents at end of period $ 15,287 $ 30,217
======== ========
<FN>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>
- 4 -
OHIO EDISON COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1 - FINANCIAL STATEMENTS:
The condensed consolidated financial statements reflect all
normal recurring adjustments that, in the opinion of management,
are necessary to fairly present results of operations for the
interim periods. These statements should be read in conjunction
with the consolidated financial statements and notes included in
Ohio Edison Company's (Company) 1996 Annual Report to Stockholders.
The results of operations are not intended to be indicative of
results of operations for any future period.
The sole assets of the subsidiary trust that is the obligor on
the preferred securities included in the Company's capitalization
are $123,711,350 principal amount of 9% Junior Subordinated
Debentures of the Company due December 31, 2025.
2 - COMMITMENTS, GUARANTEES AND CONTINGENCIES:
Construction Program --
The Company and its wholly owned subsidiary, Pennsylvania Power
Company (Companies), currently forecast expenditures of
approximately $600 million for property additions and improvements
from 1997-2001, of which approximately $135 million is applicable
to 1997. The Companies' nuclear fuel investments are expected to be
approximately $194 million during the 1997-2001 period, of which
approximately $45 million is applicable to 1997.
Guarantees --
The Companies, together with the other Central Area Power
Coordination Group companies, have each severally guaranteed
certain debt and lease obligations in connection with a coal supply
contract for the Bruce Mansfield Plant. As of March 31, 1997, the
Companies' shares of the guarantees were $45.7 million. The price
under the coal supply contract, which includes certain minimum
payments, has been determined to be sufficient to satisfy the debt
and lease obligations.
Environmental Matters --
Various federal, state and local authorities regulate the
Companies with regard to air and water quality and other
environmental matters. The Companies have estimated additional
capital expenditures for environmental compliance of approximately
$14 million for the period 1997 through 2001, which is included in
the construction forecast under "Construction Program."
- 5 -
OHIO EDISON COMPANY
NOTES - (Continued)
The Companies are in compliance with the current sulfur dioxide
(SO2) and nitrogen oxides (NOx) reduction requirements under the
Clean Air Act Amendments of 1990. SO2 reductions through the year
1999 will be achieved by burning lower-sulfur fuel, generating more
electricity from lower-emitting plants, and/or purchasing emission
allowances. Plans for complying with reductions required for the
year 2000 and thereafter have not been finalized. The Environmental
Protection Agency (EPA) is conducting additional studies which
could indicate the need for additional NOx reductions from the
Companies' Pennsylvania facilities by the year 2003. The cost of
such reductions, if required, may be substantial. The Companies
continue to evaluate their compliance plans and other compliance
options.
The Companies are required to meet federally approved SO2
regulations. Violations of such regulations can result in shutdown
of the generating unit involved and/or civil or criminal penalties
of up to $25,000 for each day the unit is in violation. The EPA has
an interim enforcement policy for SO2 regulations in Ohio that
allows for compliance based on a 30-day averaging period. The EPA
has proposed regulations that could change the interim enforcement
policy, including the method of determining compliance with
emission limits. The Companies cannot predict what action the EPA
may take in the future with respect to the proposed regulations or
the interim enforcement policy.
In December 1996, EPA proposed changes in the National Ambient
Air Quality Standard for ozone and proposed a new standard for
previously unregulated ultra-fine particulate matter. Final
regulations for both of these standards are expected later in 1997.
The cost of compliance with these regulations may be substantial
and depends on the final provisions of the proposed regulations and
the manner in which they are implemented by the states in which the
Companies operate affected facilities.
Legislative, administrative and judicial actions will continue
to change the way that the Companies must operate in order to
comply with environmental laws and regulations. With respect to any
such changes and to the environmental matters described above, the
Companies expect that any resulting additional capital costs which
may be required, as well as any required increase in operating
costs, would ultimately be recovered from their customers.
3 - MERGER AGREEMENT:
In September 1996, the Company and Centerior Energy
Corporation, an Ohio corporation, entered into an Agreement and
Plan of Merger. Under the Merger Agreement, the Company and
Centerior will form FirstEnergy Corp., a holding company which will
- 6 -
OHIO EDISON COMPANY
NOTES - (Continued)
directly hold all of the issued and outstanding common stock of the
Company and all of the issued and outstanding common stock of
Centerior's direct subsidiaries, which include among others, The
Cleveland Electric Illuminating Company and The Toledo Edison
Company. Penn Power will remain a wholly owned subsidiary of the
Company. As a result of the Merger, the respective common stock
shareholders of the Company and Centerior will own all of the
outstanding shares of FirstEnergy Common Stock. All other classes
of capital stock of the Company and its subsidiaries and of the
subsidiaries of Centerior will be unaffected by the Merger and will
remain outstanding.
The Merger was approved by the respective common shareholders
of the Company and Centerior and is expected to close promptly
after all of the conditions to the consummation of the Merger,
including the receipt of all necessary regulatory approvals, are
fulfilled or waived. The receipt of all necessary regulatory
approvals, including approvals from the Federal Energy Regulatory
Commission, the Securities and Exchange Commission and the Nuclear
Regulatory Commission, are expected to take approximately twelve to
eighteen months from the date of the Merger Agreement.
- 7 -
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Ohio Edison Company:
We have reviewed the accompanying consolidated balance sheet
of Ohio Edison Company (an Ohio corporation) and subsidiaries as of
March 31, 1997, and the related consolidated statements of income
and cash flows for the three-month periods ended March 31, 1997 and
1996. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and
making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the financial statements
referred to above for them to be in conformity with generally
accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet and
consolidated statement of capitalization of Ohio Edison Company and
subsidiaries as of December 31, 1996, and the related consolidated
statements of income, retained earnings, capital stock and other
paid-in capital, cash flows and taxes for the year then ended (not
presented separately herein). In our opinion, the information set
forth in the accompanying consolidated balance sheet as of December
31, 1996 is fairly stated in all material respects in relation to
the balance sheet from which it has been derived.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
May 12, 1997
- 8 -
OHIO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Earnings on common stock increased to $.51 per share in the
first quarter of 1997 compared to $.49 per share for the same
period last year. The 1997 results reflect accelerated depreciation
and amortization of regulatory assets totaling approximately
$55,000,000 under the Company's Rate Reduction and Economic
Development Plan and Penn Power's Rate Stability and Economic
Development Plan; results for the first quarter of 1996 included
approximately $37,000,000 of accelerated depreciation and
amortization.
During the first quarter of 1997, retail kilowatt-hour sales
decreased slightly from 1996 levels. Residential and commercial
sales were down 3.3% and 0.8%, respectively, during the period.
These reductions were partially offset by a 2.5% increase in
industrial sales. Sales to other utilities fell 35.4% in 1997 as
compared to the first quarter of 1996 as a result of the December
31, 1996 expiration of a one-year contract with another utility to
supply 250 megawatts of power. This decrease, along with lower
retail sales, caused total kilowatt-hour sales to decrease by 8.2%
during the first quarter of 1997, compared with the first quarter
of 1996.
Because of lower kilowatt-hour sales, the Companies spent less
on fuel and purchased power during the first quarter of 1997,
compared to last year. Higher nuclear expenses reflect increased
operating costs at the Perry Plant in 1997. Other operating costs
reflect credits in 1997 resulting from gains on emission allowance
sales, which represents most of the reported decrease compared with
other operating costs in the first quarter of 1996. The increases
in depreciation and regulatory asset amortization reflect
accelerations under the regulatory plans mentioned above.
The increase in other income reflects higher interest income,
which resulted from the Company's third quarter 1996 investment in
the PNBV Capital Trust. Overall, interest costs continue to trend
downward. Interest on long-term debt decreased due to redemptions
totaling approximately $340,000,000 of debt that had been
outstanding as of March 31, 1996. Other interest expense increased
as a result of higher short-term borrowing levels in 1997.
Capital Resources and Liquidity
The Companies have continuing cash requirements for planned
capital expenditures and debt maturities. During the last three
- 9 -
OHIO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd)
quarters of 1997, capital requirements for property additions and
capital leases are expected to be about $144,000,000, including
$39,000,000 for nuclear fuel. The Companies have additional cash
requirements of approximately $167,000,000 to meet sinking fund
requirements for preferred stock and maturing long-term debt during
the remainder of 1997. These cash requirements are expected to be
satisfied with internal cash and/or short-term credit arrangements.
In addition, approximately $163,000,000 of variable rate pollution
control bonds are subject to repricing during the remainder of the
year.
As of March 31, 1997, the Companies had about $15,000,000 of
cash and temporary investments and $320,000,000 of short-term
indebtedness. In addition, the Companies' unused borrowing
capability included $92,000,000 under revolving lines of credit and
$62,000,000 of bank facilities that provide for borrowings on a
short-term basis at the banks' discretion.
During the first quarter of 1997, the Company reduced its
outstanding balance under a revolving credit agreement by
$65,000,000. Penn Power made open market purchases for $10,000,000
of its 6.375% first mortgage bonds in March 1997.
On September 13, 1996, the Company entered into an agreement
to merge with Centerior Energy Corporation under a new holding
company called FirstEnergy Corp. The merger is expected to produce
$1 billion in savings during the first ten years of joint
operations through the elimination of duplicative activities,
improved operating efficiencies, lower capital expenditures,
accelerated debt reduction, the coordination of the companies' work
forces and enhanced purchasing power. On March 27, 1997, common
shareholders of Ohio Edison and Centerior approved the merger.
FirstEnergy has also received other key approvals in the merger
process. FirstEnergy's Rate Reduction and Economic Development Plan
for the Centerior operating companies - which will provide interim
price reductions through 2005 and a decrease that will average 15
percent for all customers in 2006 - was approved by the Public
Utilities Commission of Ohio in January 1997, and the merger
received the approval of the Pennsylvania Public Utility Commission
(PPUC) in February 1997. Federal regulatory agencies that still
need to act on the merger include the Federal Energy Regulatory
Commission, the Securities and Exchange Commission and the Nuclear
Regulatory Commission. These actions are expected to take place
within twelve to eighteen months from the date of the Merger
Agreement.
- 10 -
OHIO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Cont'd)
On December 3, 1996, Pennsylvania enacted "The Electricity
Generation Customer Choice and Competition Act," under which
residents of Pennsylvania, including customers of Penn Power, will
be permitted to choose their electric generation supplier, while
transmission and distribution services will continue to be
supplied by their current providers. Customer choice will be phased
in over three years, beginning in 1999, after a two year pilot
program. On April 1, 1997, Penn Power filed an application with the
PPUC to permit all of its retail customers an opportunity to
participate in the pilot program, which is expected to begin in the
fourth quarter of 1997.
- 11 -
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
(a) A special meeting of stockholders was held on March 27,
1997.
(b) At this meeting the proposed merger of Ohio Edison
Company and Centerior Energy Corporation was approved:
Number of Votes
- --------------------------------------------------------
Against or Broker
For Withheld Abstention Non-Votes
- ----------- ------------ ------------ -----------
127,475,238 3,556,521 1,093,751 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number
-------
15 Letter from independent public accountants.
Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of
Regulation S-K, the Company has not filed as an exhibit to
this Form 10-Q any instrument with respect to long-term
debt if the total amount of securities authorized
thereunder does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis, but
hereby agrees to furnish to the Commission on request any
such documents.
(b) Reports on Form 8-K
The Company filed two reports on Form 8-K since
December 31, 1996. A report dated January 28, 1997,
reported unaudited consolidated financial results for
the year ended December 31, 1996, and a report dated
April 1, 1997, reported common stock shareholders of
the Company and Centerior Energy Corporation approved
the Merger Agreement, dated September 13, 1996, on
March 27, 1997.
- 12 -
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.
May 12, 1997
OHIO EDISON COMPANY
-------------------
Registrant
/s/H. P. Burg
-------------------------------------
H. P. Burg
President, Chief Operating Officer
and Chief Financial Officer
- 13 -
EXHIBIT 15
Ohio Edison Company
76 South Main Street
Akron, Ohio 44308
Gentlemen:
We are aware that Ohio Edison Company has incorporated by reference
in previously filed Registration Statements No. 33-49135, No. 33-
49259, No. 33-49413, No. 33-51139, No. 333-01489, No. 333-05277 and
No. 333-21011, the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, which includes our report dated
May 12, 1997, covering the unaudited interim consolidated financial
statements contained therein. Pursuant to Rule 436(c) of Regulation
C of the Securities Act of 1933, such report is not considered a
part of the Registration Statements prepared or certified by our
firm or a report prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
Cleveland, Ohio
May 12, 1997
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
(Amounts in 1,000's, except earnings per share)
Income tax expense includes $5,505,000 related to other income.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 5,329,736
<OTHER-PROPERTY-AND-INVEST> 1,112,033
<TOTAL-CURRENT-ASSETS> 503,113
<TOTAL-DEFERRED-CHARGES> 1,938,582
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 8,883,464
<COMMON> 1,373,125
<CAPITAL-SURPLUS-PAID-IN> 574,780
<RETAINED-EARNINGS> 576,308
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,524,213
155,000
211,870
<LONG-TERM-DEBT-NET> 2,428,671
<SHORT-TERM-NOTES> 200,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 119,973
<LONG-TERM-DEBT-CURRENT-PORT> 524,007
5,000
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 5,657
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,709,073
<TOT-CAPITALIZATION-AND-LIAB> 8,883,464
<GROSS-OPERATING-REVENUE> 604,774
<INCOME-TAX-EXPENSE> 49,401
<OTHER-OPERATING-EXPENSES> 434,529
<TOTAL-OPERATING-EXPENSES> 478,425
<OPERATING-INCOME-LOSS> 126,349
<OTHER-INCOME-NET> 13,495
<INCOME-BEFORE-INTEREST-EXPEN> 139,844
<TOTAL-INTEREST-EXPENSE> 63,820
<NET-INCOME> 76,024
3,124
<EARNINGS-AVAILABLE-FOR-COMM> 72,900
<COMMON-STOCK-DIVIDENDS> 54,124
<TOTAL-INTEREST-ON-BONDS> 52,625
<CASH-FLOW-OPERATIONS> 216,891
<EPS-PRIMARY> .51
<EPS-DILUTED> .51
</TABLE>
