File No. 69-292
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
----------------------------
Form U-3A-2 for 2001
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-2 FROM THE PROVISIONS OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
QUESTAR CORPORATION
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS OF
CLAIMANT AND EVERY SUBSIDIARY THEREOF, OTHER THAN ANY EXEMPT WHOLESALE GENERATOR
(EWG) OR FOREIGN UTILITY COMPANY IN WHICH CLAIMANT DIRECTLY OR INDIRECTLY HOLDS
AN INTEREST.
Questar Corporation ("Questar" or the "Company") is a Utah corporation with
its principal executive office and principal place of business at 180 East 100
South Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433. On October 2,
1984, the Company filed an initial Form U-3A-2 with the Securities and Exchange
Commission following a holding company reorganization in which Questar Gas
Company ("Questar Gas") became a subsidiary of Questar. Questar subsequently
filed a Form U-3A-2 on March 1, 1985, and on or before each subsequent March 1
to the present time.
As a parent company, Questar provides certain administrative services,
e.g., personnel, public relations, communications, tax, financial, and audit, to
companies within the consolidated group. Questar has three direct subsidiaries:
Questar Regulated Services Company, a Utah corporation ("Regulated Services");
Questar Market Resources, Inc., a Utah corporation ("Market Resources");
and Questar InfoComm, Inc., a Utah corporation ("Questar InfoComm"). The Company
owns 100 percent of the common stock issued by each of these directly held
subsidiaries.
Regulated Services has three subsidiaries: Questar Gas, a Utah corporation;
Questar Pipeline Company, a Utah corporation ("Questar Pipeline"); and Questar
Energy Services, Inc. ("QES"). Questar Gas is engaged in the retail distribution
of natural gas in the states of Utah, Wyoming, and Idaho. Questar Gas also
transports natural gas for industrial users in Utah and Wyoming. Questar Gas's
activities in Utah and Wyoming are subject to regulation by the respective
Public Service Commissions in those states. Questar Gas has a contract to sell
and transport natural gas to one customer in Colorado. This isolated activity is
not subject to the jurisdiction of the Colorado Public Utilities Commission.
Pursuant to a special contract with the Idaho Public Utilities Commission,
Questar Gas's Idaho natural gas service is regulated by the Public Service
Commission of Utah. Questar Gas's customers in Idaho are served under the
provisions of its Utah tariff. Questar Pipeline currently transports and stores
natural gas in interstate commerce in the Rocky Mountain states of Utah,
Wyoming, and Colorado. It has several subsidiaries-Questar Transportation
Services Company, Questar Southern Trails Company and Questar TransColorado,
Inc. Each subsidiary is incorporated in Utah and conducts operating, pipeline or
processing operations. QES performs energy management, appliance financing, and
other activities.
Questar InfoComm owns data processing, communications, and electronic gas
measurement equipment systems, and performs data processing, communications, and
gas measurement services for other members of the consolidated group and third
parties. It also owns a majority interest in Consonus, Inc., a Utah corporation
that is involved in data security and related activities.
Market Resources engages in various businesses not subject to state utility
regulation through several subsidiaries: Wexpro Company ("Wexpro"), which
conducts oil and gas development and
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production activities on certain producing properties for the benefit of Questar
Gas in the Rocky Mountain region; Questar Exploration and Production Company
("QEP"), which engages in oil and gas exploration and related development and
production activities throughout the western and Midcontinent portions of the
United States and Canada (Canadian operations are conducted by Celsius Energy
Resources Ltd.); Shenandoah Energy Inc. ("SEI"), which also engages in oil and
gas exploration and production activities, primarily in eastern Utah; Questar
Energy Trading Company ("QET"), which conducts energy marketing activities; and
Questar Gas Management Company ("QGM"), which is engaged in gathering and field
processing activities. Neither Market Resources nor any of its subsidiaries is a
"public utility company," as such term is defined in the Act. All companies
owned by Market Resources except SEI have their principal offices at 180 East
100 South Street, Salt Lake City, Utah. SEI has its principal office at 475 17th
Street, Denver, Colorado.
With the exception of Questar Gas, none of the companies directly or
indirectly owned by Questar is a "public utility company" as that term is
defined in the Public Utility Holding Company Act of 1935, as amended (the
"Act"). Questar's directly held subsidiaries have their principal executive
offices at 180 East 100 South, Salt Lake City, Utah. Questar does not have any
interest, direct or indirect, in any exempt wholesale generator or foreign
utility company.
2. A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH OF ITS
SUBSIDIARY PUBLIC UTILITY COMPANIES USED FOR THE GENERATION, TRANSMISSION, AND
DISTRIBUTION OF ELECTRIC ENERGY FOR SALE, OR FOR THE PRODUCTION, TRANSMISSION,
AND DISTRIBUTION OF NATURAL OR MANUFACTURED GAS, INDICATING THE LOCATION OF
PRINCIPAL GENERATING PLANTS, TRANSMISSION LINES, PRODUCING FIELDS, GAS
MANUFACTURING PLANTS, AND ELECTRIC AND GAS DISTRIBUTION FACILITIES, INCLUDING
ALL SUCH PROPERTIES WHICH ARE OUTSIDE THE STATE IN WHICH CLAIMANT AND ITS
SUBSIDIARIES ARE ORGANIZED AND ALL TRANSMISSION OR PIPELINES WHICH DELIVER OR
RECEIVE ELECTRIC ENERGY OR GAS AT THE BORDERS OF SUCH STATE.
Questar Gas, which is a "gas utility company" for purposes of the Act, was
distributing natural gas to 731,900 sales and transportation customers (defined
as active meters) in Utah,
3
southwestern Wyoming, southeastern Idaho, and western Colorado as of year-end
2001. Of these customers, 707,011 were located in Utah, 23,265 were located in
southwestern Wyoming, 1,623 were located in southeastern Idaho, and one was
located in western Colorado. Questar Gas owns and operates approximately 22,805
miles of street mains, service lines and interconnecting pipelines in its
distribution system, including approximately 21,800 miles in its Utah
distribution system.
Under the terms of a settlement agreement among Questar Gas, Wexpro and
various state parties ending several years of litigation, Questar Gas owns the
natural gas produced from gas reservoirs that were productive as of August 1,
1981. Most of these productive reservoirs are located in southwestern Wyoming
and northwestern Colorado; most of the gas produced from such reservoirs is
distributed to Questar Gas's retail natural gas customers. Gas owned by Questar
Gas but produced from reservoirs outside the location of pipelines owned by
Questar Pipeline is generally sold to or exchanged with other companies. Gas
owned by Questar Gas (including related royalty gas) constituted 44 percent of
Questar Gas's total gas supply in 2001 and is reflected in Questar Gas's rates
at "cost-of-service" prices.
Questar Gas is directly responsible for all gas acquisition activities.
Questar Pipeline transports the gas volumes purchased directly by Questar Gas
and transports cost-of-service gas owned by Questar Gas and produced by Wexpro.
Questar Gas takes delivery of gas from Questar Pipeline and an unaffiliated
interstate pipeline at various points in Utah, Wyoming, and Colorado. Questar
Gas does not currently own any interstate transmission lines or gas
manufacturing plants. QET markets natural gas and electricity, but does not own
any distribution facilities in connection with such activities.
3. THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR WITH RESPECT TO
CLAIMANT AND EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES:
4
(a) NUMBER OF KWH OF ELECTRIC ENERGY SOLD (AT RETAIL OR WHOLESALE)
AND MCF OF NATURAL OR MANUFACTURED GAS DISTRIBUTED AT RETAIL.
During the 2001 calendar year, Questar Gas sold 94,334 thousand decatherms
("Mdth") of natural gas, including 83,650 Mdth at retail (defined as residential
and commercial customers), and transported 54,624 Mdth of natural gas. (Questar
Gas generally reports volumes in decatherms ("Dth"); a Dth is equal to ten
therms or one million Btu's. In Questar Gas's gas system, each thousand cubic
feet of natural gas contains approximately 1.051 Dth.) For purposes of this
report, Questar Gas's "retail" customers are general service or residential and
commercial customers. The 10,684 Mdth difference between the total sales number
and the retail sales number includes sales to industrial customers that are not
involved in resale transactions and sales of natural gas to refueling stations
that are resold for natural gas vehicles. Questar Gas's total revenues for 2001
were $704,113,000, of which $654,422,000 were attributable to its operations in
Utah, $26,178,000 were attributable to its operations in Wyoming, $121,000 were
attributable to its operations in Colorado, and $1,163,000 were attributable to
its operations in Idaho. (Questar Gas's total 2001 revenues included $22,229,000
in addition to revenues from gas deliveries.) Questar Gas did not distribute any
manufactured gas during such calendar year. Questar Gas is the only public
utility company among the Company's subsidiaries. Questar itself did not make
any sales of natural or manufactured gas during 2001.
The Company itself did not sell any natural or manufactured gas.
(b) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
MANUFACTURED GAS DISTRIBUTED AT RETAIL OUTSIDE THE STATE IN WHICH EACH SUCH
COMPANY IS ORGANIZED.
During the 2001 calendar year, Questar Gas distributed at retail 3,099 Mdth
of natural gas outside the state of Utah, it's state of incorporation.
The Company itself did not distribute at retail any natural or manufactured
gas.
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(c) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
MANUFACTURED GAS SOLD AT WHOLESALE OUTSIDE THE STATE IN WHICH EACH SUCH
COMPANY IS ORGANIZED, OR AT THE STATE LINE.
During 2001, Questar Gas sold 479 Mdth of natural gas outside the state of
Utah, or at the state line of such state, to industrial customers and to natural
gas refueling stations. Questar Gas, during 2001, also transported 608 Mdth of
natural gas to customers outside Utah. Questar Gas did not sell at wholesale any
manufactured gas during 2001. Questar itself did not sell at wholesale any
natural gas or manufactured gas during 2001.
Questar itself did not sell at wholesale any natural or manufactured gas.
(d) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
MANUFACTURED GAS PURCHASED OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS
ORGANIZED OR AT THE STATE LINE.
During the 2001 calendar year, Questar Gas purchased 35,976 Mdth of natural
gas or approximately 38 percent of its total gas supply outside the state of
Utah or at the state line. Questar itself did not purchase any gas volumes.
4. THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD WITH RESPECT TO
CLAIMANT AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG OR A
FOREIGN UTILITY COMPANY, STATING MONETARY AMOUNTS IN UNITED STATES DOLLARS:
(a) NAME, LOCATION, BUSINESS ADDRESS AND DESCRIPTION OF THE
FACILITIES USED BY THE EWG OR FOREIGN UTILITY COMPANY FOR THE GENERATION,
TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR THE
DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS.
None. Neither Questar nor any of its affiliates has any interest, direct or
indirect, in any exempt wholesale generator or foreign utility company.
(b) NAME OF EACH SYSTEM COMPANY THAT HOLDS AN INTEREST IN SUCH EWG OR
FOREIGN UTILITY COMPANY; AND DESCRIPTION OF THE INTEREST HELD.
None. Questar and its affiliates do not have any interest, direct or
indirect, in any exempt wholesale generator or foreign utility company.
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(c) TYPE AND AMOUNT OF CAPITAL INVESTED, DIRECTLY OR INDIRECTLY, BY
THE HOLDING COMPANY CLAIMING EXEMPTION; ANY DIRECT OR INDIRECT GUARANTEE OF
THE SECURITY OF THE EWG OR FOREIGN UTILITY COMPANY BY THE HOLDING COMPANY
CLAIMING EXEMPTION; AND ANY DEBT OR OTHER FINANCIAL OBLIGATION FOR WHICH
THERE IS RECOURSE, DIRECTLY OR INDIRECTLY, TO THE HOLDING COMPANY CLAIMING
EXEMPTION OR ANOTHER SYSTEM COMPANY, OTHER THAN THE EWG OR FOREIGN UTILITY
COMPANY.
None. Questar does not have any interest, direct or indirect, in any exempt
wholesale generator or foreign utility company.
(d) CAPITALIZATION AND EARNINGS OF THE EWG OR FOREIGN UTILITY COMPANY
DURING THE REPORTING PERIOD.
None. Questar does not have any interest, direct or indirect, in any exempt
wholesale generator or foreign utility company.
(e) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACT(S) BETWEEN
THE EWG OR FOREIGN UTILITY COMPANY AND A SYSTEM COMPANY, AND DESCRIBE THE
SERVICES TO BE RENDERED OR GOODS SOLD AND FEES OR REVENUES UNDER SUCH
AGREEMENTS(S).
None. Questar does not have any interest, direct or indirect, in any exempt
wholesale generator or foreign utility company.
UNDERTAKING
Questar hereby undertakes that it will not issue any shares of its
authorized preferred stock unless, on a pro forma basis giving effect to such
issuance, (1) consolidated earnings of Questar and its subsidiaries available
for interest and dividends for a period of 12 consecutive calendar months within
the 15 calendar months immediately preceding the issuance of such stock,
determined in accordance with generally accepted accounting principles, would be
at least one and one-half times the sum of the annual interest requirements on
consolidated long-term debt of Questar (including current maturities and
excluding interest charges on indebtedness to be retired by the application of
proceeds from the issuance of such shares or in connection with the transaction
in which such shares are issued) and the annual dividend requirements on shares
of preferred stock of Questar and its subsidiaries; (2) the aggregate
outstanding long-term debt (including current maturities) of Questar
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and its subsidiaries on a consolidated basis is less than or equal to 60 percent
of the capitalization of Questar and its subsidiaries on a consolidated basis;
and (3) Questar's common stock represents at least 35 percent of the
capitalization of Questar and its subsidiaries on a consolidated basis. For
purposes of the foregoing, consolidated earnings of Questar and its subsidiaries
available for interest and dividends shall be determined on an after-tax basis
and shall be the sum of income before extraordinary items and interest expense;
pro forma income available for interest and dividends and pro forma interest
charges shall include income and interest charges of businesses acquired, or
proposed to be acquired, in conjunction with the issuance of Questar preferred
stock, for the pro forma periods, regardless of whether the company acquired
shall be accounted for on a pooling-of-interests basis or otherwise, provided
that such earnings available for interest and dividends is determinable for the
acquired business in accordance with generally accepted accounting principles;
and consolidated capitalization shall include long-term debt (including current
maturities), preferred stock and any premium thereon, and the sum of the common
equity accounts of the company, all as prepared in accordance with generally
accepted accounting principles.
Questar has not issued any shares of its authorized preferred stock and has
no current plans to do so.
EXHIBIT A
A CONSOLIDATING STATEMENT OF INCOME AND SURPLUS OF THE CLAIMANT AND ITS
SUBSIDIARY COMPANIES AS OF THE CLOSE OF SUCH CALENDAR YEAR, TOGETHER WITH A
CONSOLIDATING BALANCE SHEET OF CLAIMANT AND ITS SUBSIDIARY COMPANIES AS OF THE
CLOSE OF SUCH CALENDAR YEAR.
The following exhibits are attached to and made a part of this filing:
Exhibit A-1 Consolidating Statement of Income of Questar Corporation and
Subsidiaries as of December 31, 2001
Exhibit A-2 Consolidated Statement of Common Shareholders' Equity, Questar
Corporation and Subsidiaries as of December 31, 2001.
Exhibit A-3 Consolidating Balance Sheet, Questar Corporation and Subsidiaries
as of December 31, 2001.
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EXHIBIT B
AN ORGANIZATION CHART SHOWING THE RELATIONSHIP OF EACH EWG OR FOREIGN
UTILITY COMPANY TO ASSOCIATE COMPANIES IN THE HOLDING-COMPANY SYSTEM.
Not applicable. The Company does not have an interest in any exempt
wholesale generator or foreign utility company.
The above-named Claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 28th day of February, 2002.
[corporate seal] QUESTAR CORPORATION
Attest:
/s/ Connie C. Holbrook By /s/ S. E. Parks
------------------------------- ---------------------------------
Connie C. Holbrook S. E. Parks
Secretary Senior Vice President, Treasurer and
Chief Financial Officer
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Connie C. Holbrook
Senior Vice President, General Counsel & Secretary
Questar Corporation
180 East 100 South, P.O. Box 45433
Salt Lake City, Utah 84145-0433
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EXHIBIT A-1
QUESTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2001
(Unaudited)
Questar Questar Regulated Services
Market ------------------------------------ Corporate Questar
Resources Questar Questar Pipeline Other and Other Intercompany Corporation
Consolidated Gas Consolidated Operations Transactions Consolidated
----------- --------- ---------------- -------- ---------- ------------ ------------
(Dollars in Thousands)
Revenues
From unaffiliated customers $ 645,867 $ 701,150 $ 49,402 $ 4,603 $ 38,328 $ 1,439,350
From affiliated companies 100,530 2,963 75,491 1,463 29,444 $ (209,891)
----------- --------- ----------- -------- --------- ----------- -----------
TOTAL REVENUES 746,397 704,113 124,893 6,066 67,772 (209,891) 1,439,350
Operating expenses
Cost of natural gas and other
products sold 324,124 498,545 2,204 25,949 (175,811) 675,011
Operating and maintenance 112,087 103,427 47,244 3,665 35,127 (31,195) 270,355
Exploration 6,986 6,986
Depreciation, depletion
and amortization 92,678 35,030 15,407 213 8,407 151,735
Abandonment and impairment of
oil and gas properties 5,171 5,171
Other expenses 46,010 8,729 2,920 67 1,144 (2,885) 55,985
----------- --------- ----------- -------- --------- ----------- -----------
Total operating expenses 587,056 645,731 65,571 6,149 70,627 (209,891) 1,165,243
----------- --------- ----------- -------- --------- ----------- -----------
Operating income (loss) 159,341 58,382 59,322 (83) (2,855) 274,107
Interest and other income 17,618 5,158 5,950 5,374 14,957 (12,034) 37,023
Income (loss) from
unconsolidated affiliates 1,265 (1,106) 159
Debt expense (22,872) (23,777) (16,908) (572) (12,738) 12,034 (64,833)
Income tax (54,218) (13,890) (17,517) (1,888) (757) (88,270)
----------- --------- ----------- -------- --------- ----------- -----------
Net income $ 101,134 $ 25,873 $ 29,741 $ 2,831 $ (1,393) $ 158,186
=========== ========= =========== ======== ========= =========== ===========
EXHIBIT A-2
QUESTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY
(Unaudited)
Common Stock Note Other Compre-
--------------------------- Retained Receivable Comprehensive hensive
Shares Amount Earnings from ESOP Income Income
----------- ----------- ----------- ----------- ----------- ----------
(Dollars in Thousands)
BALANCES AT JANUARY 1, 1999 82,632,078 $ 298,888 $ 535,460 $ (3,955) $ 18,359
Issuance of common stock 488,302 8,124
Purchase of common stock (1,701,527) (28,575)
1999 net income 96,852 $ 96,852
Payment of common stock
dividends of $.67 per share (55,328)
Income tax benefit of dividends
paid to ESOP 38
Collection of note receivable
from ESOP 3,955
Other comprehensive income
Unrealized loss on securities
available for sale, net of
income tax benefit of $13,193 21,303 21,303
Foreign currency translation
adjustment, net of income
taxes of $327 (605) (605)
----------- ----------- ----------- ----------- ----------- ----------
BALANCES AT DECEMBER 31, 1999 81,418,853 278,437 577,022 39,057 $ 117,550
==========
Issuance of common stock 958,232 11,764
Purchase of common stock (1,558,811) (25,543)
2000 net income 149,477 $ 149,477
Payment of common stock dividends
of $.685 per share (55,084)
Income tax benefit associated
with exercise of nonqualified
options and premature dispositions 3,972
Other comprehensive income
Unrealized loss on securities
available for sale, net of
income tax benefit of $16,767 (25,453) (25,453)
Foreign currency translation
adjustment, net of income
tax benefit of $949 (1,017) (1,017)
----------- ----------- ----------- ----------- ----------- ----------
BALANCES AT DECEMBER 31, 2000 80,818,274 $ 268,630 $ 671,415 $ 12,587 $ 123,007
==========
Issuance of common stock 705,576 23,316
Purchase of common stock (443) (12,488)
2001 net income 158,186 $ 158,186
Payment of common stock dividends
of $.705 per share (57,193)
Income tax benefit associated
with exercise of nonqualified
options and premature dispositions 2,839
Other comprehensive income
Unrealized gain on energy
hedging transactions, net of
income tax benefit of $15,423 25,919 25,919
Unrealized loss on securities
available for sale, net of
income tax benefit of $6,565 (10,595) (10,595)
Unrealized loss on interest rate
swapes, net of income tax
benefit of $235 (392) (392)
Foreign currency translation
adjustment, net of income tax
benefit of $1,304 (1,443) (1,443)
----------- ----------- ----------- ----------- ----------- ----------
BALANCES AT DECEMBER 31, 2001 81,523,407 $ 282,297 $ 772,408 $ 26,076 $ 171,675
=========== =========== =========== =========== =========== ==========
EXHIBIT A-3
QUESTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(Unaudited)
Questar Regulated Services Questar
Questar Corporate --------------------------------------- Market
Corporation Intercompany and Other Questar Questar Pipeline Other Resources
Consolidated Transactions Operations Gas Consolidated Consolidated
----------- ----------- ----------- ---------- ----------- ----------- ------------
(Dollars in Thousands)
CURRENT ASSETS
Cash and cash equivalents $ 11,300 $ 4,207 $ 4,366 $ 520 $ (63) $ 2,270
Notes receivable from affiliates $ (408,200) 397,500 1,200 9,500
Accounts and notes receivable 205,457 (37,660) 21,924 107,886 9,681 13,749 89,877
Federal income taxes receivable 3,593 (547) 363 (4,152) (497) 8,426
Hedging receivable 50,270 50,270
Inventories 49,128 207 27,023 2,328 198 19,372
Prepaid expenses and other 16,136 2,261 1,097 643 474 11,661
Purchased gas adjustment 8,296 8,296
----------- ----------- ----------- ---------- ----------- ----------- ------------
TOTAL CURRENT ASSETS 344,180 (445,860) 425,552 149,031 9,020 15,061 191,376
PROPERTY, PLANT AND EQUIPMENT 4,089,407 75,021 1,144,455 881,248 9,519 1,979,164
Less allowances for depreciation,
depletion and amortization 1,524,309 42,055 489,583 256,755 4,586 731,330
----------- ----------- ----------- ---------- ----------- ----------- ------------
NET PROPERTY, PLANT AND EQUIPMENT 2,565,098 32,966 654,872 624,493 4,933 1,247,834
INVESTMENT IN UNCONSOLIDATED
AFFILIATES 144,928 (1,664,555) 1,114,462 121,099 550,093 23,829
SECURITIES AVAILABLE FOR SALE,
approximates fair value 13,623 13,623
CASH ESCROW DEPOSITS 6,838 6,441 397
LONG-TERM NOTES RECEIVABLE 9,122 (5,000) 5,000 9,122
GOODWILL 90,927 18,228 5,876 66,823
OTHER ASSETS 60,995 10,622 24,065 19,109 3,920 3,279
----------- ----------- ----------- ---------- ----------- ----------- ------------
$ 3,235,711 $(2,115,415) $ 1,626,894 $ 833,844 $ 773,721 $ 583,526 $ 1,533,141
=========== =========== =========== ========== =========== =========== ===========
CURRENT LIABILITIES
Short-term loans $ 530,246 $ 430,246 $ 100,000
Notes payable to affiliates $ (408,200) 35,400 $ 66,600 18,300 $ 12,800 275,100
Accounts payable and accrued
expenses 200,855 (37,660) 19,895 74,324 22,867 16,387 105,042
Interest payable 13,193 438 5,570 2,380 4,805
Other taxes payable 33,694 546 8,539 (424) 131 24,902
Deferred income taxes 3,153 3,153
----------- ----------- ----------- ---------- ----------- ----------- ------------
TOTAL CURRENT LIABILITIES 781,141 (445,860) 486,525 158,186 143,123 29,318 409,849
LONG-TERM DEBT, less current portion 997,423 132 285,000 310,065 402,226
LONG-TERM NOTES PAYABLE (5,000) 5,000
OTHER LIABILITIES 27,286 10,574 452 4,434 582 11,244
DEFERRED INVESTMENT TAX CREDITS 4,966 4,960 6
DEFERRED INCOME TAXES 324,309 (1,591) 79,317 73,216 (1,657) 175,024
MINORITY INTEREST 19,805 11,436 8,369
COMMON SHAREHOLDERS' EQUITY
Common stock 282,297 (34,349) 282,812 22,974 6,551 4,309
Additional paid-in capital (937,583) 12,911 121,875 142,034 544,736 116,027
Retained earnings 772,408 (669,784) 793,019 161,080 94,292 10,547 383,254
Other comprehensive income 26,076 (22,839) 26,076 22,839
----------- ----------- ----------- ---------- ----------- ----------- ------------
TOTAL COMMON SHAREHOLDERS' EQUITY 1,080,781 (1,664,555) 1,114,818 305,929 242,877 555,283 526,429
----------- ----------- ----------- ---------- ----------- ----------- ------------
$ 3,235,711 ($2,115,415) $ 1,626,894 $ 833,844 $ 773,721 $ 583,526 $ 1,533,141
=========== =========== =========== ========== =========== =========== ===========