-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Scn4PyUrQ75k8+5hgcAkCERrAJnogVLWrL1IW/Bja0SCtue5+5Euis+8uWijF7xo 0SPVevVFCStlsE2Xcod5rA== 0000950124-97-002836.txt : 19970514 0000950124-97-002836.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950124-97-002836 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02967 FILM NUMBER: 97601849 BUSINESS ADDRESS: STREET 1: P O BOX 149 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: P O BOX 149 CITY: ST LOUIS STATE: MO ZIP: 63166 10-Q 1 10-Q DATED MARCH 31, 1997 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED MARCH 31, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From to Commission file number 1-2967. UNION ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Missouri 43-0559760 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1901 Chouteau Avenue, St. Louis, Missouri 63103 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (314) 621-3222 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_______. Shares outstanding of each of registrant's classes of common stock as of April 30, 1997: Common Stock, $5 par value - 102,123,834 (excl. 42,990 treasury shares) 2 UNION ELECTRIC COMPANY ---------------------- INDEX ----- Page No. Part I Financial Information (Unaudited) Balance Sheet -- March 31, 1997 and December 31, 1996 2 Statement of Income -- Three Months and 12 Months Ended March 31, 1997 and 1996 3 Statement of Cash Flows -- Three Months Ended March 31, 1997 and 1996 4 Notes to Financial Statements 5 Management's Discussion and Analysis 6 thru 9 Part II Other Information 3
UNION ELECTRIC COMPANY Page 2 ---------------------- BALANCE SHEET ------------- UNAUDITED --------- (Thousands of Dollars) March 31, December 31, ASSETS: 1997 1996 - ------- ----------- ------------ Property and plant, at original cost Electric $8,701,243 $8,630,628 Gas 188,075 185,867 Other 35,971 35,965 ---------- ---------- 8,925,289 8,852,460 Less accumulated depreciation and amortization 3,715,215 3,656,890 ---------- ---------- 5,210,074 5,195,570 Construction work in progress: Nuclear fuel in process 99,928 96,147 Other 80,725 90,953 ---------- --------- Total property and plant, net 5,390,727 5,382,670 Regulatory assets: Deferred income taxes 674,547 692,171 Other 175,095 178,760 ---------- ---------- Total regulatory assets 849,642 870,931 Deferred charges: Unamortized debt expense 10,446 10,591 Nuclear decommissioning trust fund 100,366 96,601 Other 29,126 27,377 ---------- ---------- Total deferred charges 139,938 134,569 Current assets: Cash 14,010 4,897 Accounts receivable - trade (less allowance for doubtful accounts of $4,934 and $5,195 at respective dates) 183,233 192,868 Unbilled revenue 45,862 76,190 Other accounts and notes receivable 32,403 37,190 Materials and supplies, at average cost - Fossil fuel 53,938 63,651 Construction and maintenance 95,992 94,517 Other 10,244 13,326 ---------- ---------- Total current assets 435,682 482,639 ---------- ---------- Total Assets $6,815,989 $6,870,809 ========== ========== CAPITAL AND LIABILITIES: - ------------------------ Capitalization: Common stock, $5 par value, authorized 150,000,000 shares- 102,123,834 outstanding (excl. 42,990 at par value in treasury) $ 510,619 $ 510,619 Other paid-in capital 716,879 717,669 Retained earnings 1,091,090 1,126,513 ---------- ---------- Total common stockholders' equity 2,318,588 2,354,801 Preferred stock not subject to mandatory redemption 155,197 218,497 Preferred stock subject to mandatory redemption -- 624 Capital lease obligation 80,798 77,168 Long-term debt, net 1,879,651 1,721,503 ---------- ---------- Total capitalization 4,434,234 4,372,593 Accumulated deferred income taxes 1,317,792 1,318,404 Accumulated deferred investment tax credits 158,799 160,342 Regulatory liability 196,590 203,822 Accumulated provision for nuclear decommissioning 102,039 98,274 Other deferred credits and liabilities 158,119 156,913 Current and accrued liabilities: Current maturity of capital lease obligation 32,631 28,966 Current maturity of long-term debt 5,000 45,000 Accounts payable 69,169 170,383 Wages payable 35,323 39,966 Bank loans 33,900 11,300 Accumulated deferred income taxes 33,858 43,933 Income taxes accrued 59,329 35,505 Other taxes accrued 38,182 16,040 Interest accrued 55,254 45,173 Dividends accrued 2,204 3,004 Other 83,566 121,191 ---------- ----------- Total current and accrued liabilities 448,416 560,461 ---------- ---------- Total Capital and Liabilities $6,815,989 $6,870,809 ========== ==========
4 UNION ELECTRIC COMPANY Page 3 ---------------------- STATEMENT OF INCOME ------------------- (UNAUDITED) ----------- (Thousands of Dollars Except Shares and Per Share Amounts)
Three Months Ended Twelve Months Ended March 31, March 31, ---------------------- -------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Operating revenues: Electric $440,967 $450,865 $2,150,917 $2,168,289 Gas 46,110 44,548 100,626 94,149 Steam 181 157 509 443 -------- -------- ---------- ---------- Total operating revenue 487,258 495,570 2,252,052 2,262,881 Operating expenses: Operations Fuel and purchased power 116,191 124,264 504,758 512,243 Other 122,986 114,129 452,512 423,865 -------- -------- ---------- ---------- 239,177 238,393 957,270 936,108 Maintenance 49,198 48,634 224,195 220,075 Depreciation and decommissioning 61,444 59,585 243,158 235,221 Income taxes 21,335 28,221 190,483 213,902 Other taxes 50,517 50,983 212,799 213,231 -------- -------- ---------- ---------- Total operating expenses 421,671 425,816 1,827,905 1,818,537 Operating income 65,587 69,754 424,147 444,344 Other income and deductions: Allowance for equity funds used during construction 877 1,702 5,667 6,637 Miscellaneous, net (1,081) 895 (6,269) (5,733) -------- -------- ---------- ---------- Total other income/deductions, net (204) 2,597 (602) 904 Income before interest charges 65,383 72,351 423,545 445,248 Interest charges: Interest 35,180 33,858 133,966 135,163 Allowance for borrowed funds used during construction (1,427) (1,647) (6,787) (5,938) -------- -------- ---------- ---------- Net interest charges 33,753 32,211 127,179 129,225 Net income 31,630 40,140 296,366 316,023 Preferred stock dividends 2,204 3,312 12,141 13,249 -------- -------- ---------- ---------- Earnings on common stock $ 29,426 $ 36,828 $ 284,225 $ 302,774 ======== ======== ========== ========== Earnings per share of common stock (based on average shares outstanding) $ 0.29 $ 0.36 $ 2.78 $ 2.96 ======== ======== ========== ========== Dividends per share of common stock $ 0.635 $ 0.625 $ 2.52 $ 2.47 ======== ======== ========== ========== Average number of common shares outstanding (in thousands) 102,124 102,124 102,124 102,124 ======== ======== ========== ==========
5 UNION ELECTRIC COMPANY Page 4 ---------------------- STATEMENT OF CASH FLOWS ----------------------- UNAUDITED --------- (Thousands of Dollars)
Three Months Ended March 31, -------------------- 1997 1996 ---- ---- Cash Flows From Operating: Net income $ 31,630 $ 40,140 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 59,165 57,173 Amortization of nuclear fuel 9,834 10,723 Allowance for funds used during construction (2,304) (3,349) Deferred income taxes, net (296) 4,832 Deferred investment tax credits, net (1,543) (1,547) Changes in assets and liabilities: Receivables, net 44,750 27,874 Materials and supplies 8,238 7,297 Accounts and wages payable (105,857) (88,303) Taxes accrued 45,966 45,387 Interest and dividends accrued or declared 9,281 8,215 Other, net (33,309) 11,086 ---------- -------- Net cash provided by operating activities 65,555 119,528 Cash Flows From Investing: Construction expenditures (71,942) (83,605) Allowance for funds used during construction 2,304 3,349 Nuclear fuel expenditures (3,722) (18,054) ---------- -------- Net cash used in investing activities (73,360) (98,310) Cash Flows From Financing: Dividends on preferred stock (2,204) (3,312) Dividends on common stock (64,849) (63,828) Redemptions - Nuclear fuel lease (4,615) (7,959) Long-term debt (40,000) (5,000) Preferred stock (63,924) -- Issuances - Nuclear fuel lease 11,910 13,173 Short-term debt 22,600 16,900 Long-term debt 158,000 40,000 ----------- -------- Net cash provided by (used in) financing activities 16,918 (10,026) Net change in cash and cash equivalents 9,113 11,192 Cash and cash equivalents at beginning of period 4,897 1,025 ----------- -------- Cash and cash equivalents at end of period $ 14,010 $ 12,217 =========== ======== Supplemental disclosure of cash flow information: Cash and cash equivalents include cash on hand and temporary investments purchased with a maturity of three months or less Cash paid during the period: Interest (net of amount capitalized) $ 20,981 $ 22,422 Income taxes 1 170
6 Page 5 UNION ELECTRIC COMPANY ---------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Financial statement note disclosures, normally included in financial statements prepared in conformity with generally accepted accounting principles, have been omitted in this Form 10-Q pursuant to the Rules and Regulations of the Securities and Exchange Commission. However, in the opinion of the registrant, the disclosures contained in this Form 10-Q are adequate to make the information presented not misleading. See Notes to Financial Statements included in the 1996 Annual Report on Form 10-K for information relevant to the financial statements contained in this Form 10-Q, including information as to the significant accounting policies of the registrant. Note 2 - In the opinion of the registrant the interim financial statements filed as part of this Form 10-Q reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the periods presented. Registrant's financial statements were prepared to permit the information required in the Financial Data Schedule (FDS), Exhibit 27, to be directly extracted from the filed statements. The FDS amounts correspond to or are calculable from the amounts reported in the financial statements or notes thereto. Note 3 - Due to the effect of weather on sales and other factors which are characteristic of public utility operations, financial results for the periods ended March 31, 1997 and 1996 are not necessarily indicative of trends for any three-month or 12-month period. Note 4 - On July 21, 1995, the Missouri Public Service Commission (MoPSC) approved an agreement involving the registrant's Missouri electric rates. The Agreement included a three-year experimental alternative regulation plan that provides that earnings in excess of a 12.61 percent regulatory return on equity (ROE) will be shared equally between customers and shareholders and earnings above a 14 percent ROE will be credited to customers. The formula for computing the credit uses 12-month results ending June 30, rather than calendar year earnings. At March 31, 1997, the registrant estimated that it will pay a credit of at least $12 million to its Missouri electric customers later in 1997 for the second year of the plan. This credit was reflected as a reduction in electric revenues. The final amount of the credit will depend on several factors, including the registrant's earnings for the 12 months ending June 30, 1997. Note 5 - On April 30, 1997, the Federal Energy Regulatory Commission administrative law judge issued an Initial Decision finding that, subject to certain conditions, the merger between the registrant and CIPSCO Incorporated is in the public interest and should be approved. The conditions relate to issues associated with certain power and transmission service agreements with other utilities. A final order from the Federal Energy Regulatory Commission is expected later this year. Note 6 - Certain reclassifications were made to prior-year financial statements to conform with current-period presentation. 7 Page 6 UNION ELECTRIC COMPANY ---------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS The registrant and CIPSCO Incorporated entered into a Merger Agreement dated August 11, 1995, which was approved by the shareholders of both companies in December 1995. The merged entity is expected to realize $644 million in net savings over 10 years from combining certain operations of the two companies and is expected to adopt Union Electric's dividend payment level. However, the merger is conditioned upon, among other things, receipt of certain regulatory and governmental approvals. The merger is expected to be consummated by the end of 1997. (See Note 5 to the Financial Statements of this report.) RESULTS OF OPERATIONS First-quarter 1997 common stock earnings declined $7.4 million, or 7 cents per share, from 1996's first quarter to $29.4 million, or 29 cents per share. Common stock earnings for the 12 months ended March 31, 1997, were $284.2 million, or $2.78 per share, an $18.6 million, or 18 cent-per-share, decrease from the preceding 12-month period. Earnings and earnings per share fluctuated due to many conditions, the primary ones being: weather variations, electric rate reductions, credits to electric customers, sales growth, fluctuating operating costs and merger-related costs. The significant items affecting revenues, costs and earnings during the three-month and 12-month periods ended March 31, 1997, and 1996 are detailed below:
Electric Operating Revenues - --------------------------- (Millions of Dollars) Variations for periods ended March 31, 1997 from comparable prior-year periods --------------------------------------------------- Three Months Twelve Months ------------ ------------- Rate variations $ - $(12.7) Credits to customers 1.5 .3 Effect of abnormal weather (10.7) (41.0) Growth and other (3.9) 31.9 Interchange sales 3.2 4.1 ------ ------ $ (9.9) $(17.4) ====== ======
The $9.9 million decrease in first-quarter electric revenues compared to the year-ago quarter is primarily due to milder winter weather and one less day in the quarter due to leap year in 1996, partly offset by increased interchange sales. Weather-sensitive residential and commercial sales declined 4 percent and 2 percent, respectively, while industrial sales were unchanged compared to the year-ago quarter. Interchange sales increased 16 percent compared to the same prior-year period due to increased available power for resale. Electric revenues for the 12 months ended March 31, 1997, decreased $17.4 million primarily due to the effects of the rate decrease and milder weather during the 12-month period, partially offset by the positive effects of economic growth in the registrant's service area and increased interchange sales. Total kilowatthour sales increased 1 percent with interchange sales growing by nearly 6 percent. Commercial sales increased 1 percent and industrial sales rose 2 percent, while weather-sensitive residential sales decreased 1 percent. 8 Page 7 UNION ELECTRIC COMPANY ---------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS (Continued) Operating Expenses - ------------------
Fuel and Purchased Power Variations for periods ended March 31, 1997 - ------------------------ from comparable prior-year periods (Millions of Dollars) ------------------------------------------------------- Three Months Twelve Months -------------- ------------- Fuel: Variation in generation $ 2.0 $ 10.5 Price (2.0) (13.5) Generation efficiencies and other (1.1) (.6) Purchased power variation (7.0) (3.9) -------- ---------- $ (8.1) $ (7.5) ======== ==========
The decline in fuel and purchased power costs for the three months ended March 31, 1997, versus the comparable prior year quarter was primarily due to reduced purchased power costs resulting from lower native load sales and increased generation. The decrease in fuel and purchased power costs for the 12 months ended March 31, 1997, versus the comparable prior-year period was driven mainly by lower fuel prices and reduced purchased power costs partially offset by increased generation. Other Operating Expenses - ------------------------ Other operating expense variations reflect recurring conditions such as growth, inflation and wage increases. First quarter 1997 operations expenses other than fuel and purchased power increased $9 million over last year's first quarter primarily due to an increase in gas purchased for resale (due to higher gas prices), and increased consulting and injuries and damages expenses. For the 12 months ended March 31, 1997, operations expenses other than fuel and purchased power were up $29 million versus the comparable year-ago period. This increase is primarily due to higher gas purchased for resale costs and increases in consulting expenses, employee benefits costs, and injuries and damages expenses. Maintenance expenses for the current 12-month period increased $4 million primarily due to higher labor expenses. 9 Page 8 UNION ELECTRIC COMPANY ---------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS (Continued) Depreciation expense for the three-month and 12-month periods ended March 31, 1997, increased $2 million, and $8 million, respectively, versus comparable 1996 periods, primarily due to increases in depreciable property. Income taxes charged to operating expenses for the three months and 12 months ended March 31, 1997, decreased $7 million and $23 million, respectively, versus the comparable 1996 periods, primarily due to lower pretax income. Other Income and Deductions - --------------------------- Miscellaneous other net income and deductions for the three months ended March 31, 1997, decreased $2 million, versus the comparable 1996 period, primarily due to increased merger-related expenses. Interest Interest charges for the three months ended March 31, 1997, increased $1 million versus the prior-year period, primarily due to increased debt outstanding. Allowance for Funds Used During Construction (AFC) - -------------------------------------------------- Variations in AFC track construction work in progress and changes were not significant for the reporting periods. During the 12-month periods ended March 31, 1997 and 1996, AFC rates averaged 8.9 percent and 9.2 percent, respectively. Balance Sheet - ------------- The $40 million decrease in accounts receivable and unbilled revenues is due primarily to lower revenues in February and March 1997 compared to November and December 1996. Changes in accounts payable, income taxes accrued and other tax accruals result from the timing of various payments to taxing authorities and suppliers. The $38 million decrease in other current and accrued liabilities at March 31, 1997, compared to December 31, 1996, is primarily due to the payment of the $47 million credit to Missouri customers, recorded in 1996, during the first quarter of 1997. LIQUIDITY AND CAPITAL RESOURCES Cash provided by the registrant's operations totaled $66 million for the three months ended March 31, 1997, compared to $120 million during the same 1996 period. Cash flows used in investing activities totaled $73 million and $98 million for the three months ended March 31, 1997 and 1996, respectively. Construction expenditures for the three months ended March 31, 1997, were for constructing new or improving existing facilities, purchasing railroad coal cars and complying with the Clean Air Act. In addition, the registrant expended $4 million for the acquisition of nuclear fuel. Capital requirements for the remainder of 1997 are expected to be principally for construction expenditures and the acquisition of nuclear fuel. 10 Page 9 UNION ELECTRIC COMPANY ---------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS (Continued) Cash flows provided by financing activities were $17 million for the three months ended March 31, 1997, compared to $10 million of cash flows used for financing activities during the same 1996 period. The registrant's principal financing activities for the three months ended March 31, 1997, were the issuance of $158 million of long-term debt under a revolving credit agreement and $22.6 million of short-term debt; the redemption of $40 million of First Mortgage Bonds and $64 million of preferred stock; and the payment of dividends. On February 14, 1997, the registrant's Board of Directors declared a quarterly dividend of 63.5 cents per common share which was paid to shareholders March 31, 1997. Common stock dividends paid for the 12 months ended March 31, 1997, resulted in a pay out rate of 91 percent of the registrant's earnings to common shareholders. Dividends paid to registrant's common shareholders relative to net cash provided by operating activities for the same period were 47 percent. The registrant plans to utilize short-term debt as support for normal operations and other temporary requirements. The registrant is authorized by the FERC to have outstanding at any one time up to $600 million of short-term unsecured debt instruments. Short-term borrowings of the registrant consist of bank loans (maturities generally on an overnight basis) and commercial paper (maturities generally within 10-45 days). At March 31, 1997, the registrant had committed banks lines of credit aggregating $179 million (of which $145 million was unused at such date) which make available interim financing at various rates of interest based on LIBOR, the bank certificate of deposit rate, or other options. These lines of credit are renewable annually at various dates throughout the year. The registrant also has bank credit agreements due 1999 which permit the registrant to borrow up to $300 million and $200 million, respectively, on a long-term basis. At March 31, 1997, $158 million of such borrowings were outstanding. Additionally, the registrant has a lease agreement which provides for the financing of nuclear fuel. At March 31, 1997, the maximum amount which could be financed under the agreement was $120 million. Cash provided from financing for the three months ended March 31, 1997, included issuances for nuclear fuel of $12 million offset by $5 million of redemptions. At March 31, 1997, $113 million was financed under the lease. RATE MATTERS See Notes 4 and 5 under Notes to Financial Statements of this report. ACCOUNTING MATTERS In February 1997 the Financial Accounting Standards Board issued SFAS No. 128, "Earnings per Share" (FAS 128). This statement establishes standards for computing and presenting earnings per share. FAS 128 is effective for financial statements issued for periods ending after December 15, 1997, and is not expected to have a material effect on the registrant's financial position or results of operations upon adoption. SAFE HARBOR STATEMENT Statements made in this report which are not based on historical facts are forward-looking and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions and financial performance. In connection with the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company is providing the following cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. Factors include, but are not limited to, the effects of: regulatory actions; changes in laws and other governmental actions; competition; business and economic conditions; weather conditions; fuel prices and availability; generation plant performance; monetary and fiscal policies; and legal and administrative proceedings. 11 Page 10 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- At the annual meeting of stockholders of the registrant held on April 22, 1997, the following matters were presented to the meeting for a vote and the results of such voting are as follows: Item (1) Election of Directors.
Non-Voted Name For(1) Withheld Brokers(2) ---- ---- -------- --------- William E. Cornelius . . . . . . . . . . . 87,585,361 1,596,902 0 Thomas A. Hays . . . . . . . . . . . . . . 87,601,395 1,531,601 0 Thomas H. Jacobsen . . . . . . . . . . . . 87,590,086 1,533,502 0 Richard A. Liddy . . . . . . . . . . . . . 87,515,036 1,587,397 0 John Peters MacCarthy . . . . . . . . . . . 87,549,707 1,565,085 0 Paul L. Miller, Jr. . . . . . . . . . . . . 87,538,833 1,577,167 0 Charles W. Mueller . . . . . . . . . . . . 87,586,424 1,542,427 0 Robert H. Quenon . . . . . . . . . . . . . 87,411,296 1,650,573 0 Harvey Saligman . . . . . . . . . . . . . . 87,394,079 1,688,427 0 Janet McAfee Weakley . . . . . . . . . . . 87,468,796 1,692,149 0
Item (2) Stockholder Proposal re Report on Callaway Plant Decommissioning Cost.
Non-Voted For Against Abstain Brokers(2) --- ------- ------- -------- 7,162,017 65,578,947 3,273,864 12,695,419
(1) Reflects effect of cumulative voting. (2) Broker shares included in the quorum but not voting on the items. ITEM 5. OTHER INFORMATION ----------------- UNAUDITED PRO FORMA FINANCIAL INFORMATION AMEREN CORPORATION On August 11, 1995, the registrant and CIPSCO Incorporated ("CIPSCO") entered into an Agreement and Plan of Merger, which was subsequently approved by the shareholders of both parties. The merger ("Merger") is further conditioned on, among other things, receipt of regulatory and governmental approvals, and will result in a newly formed holding company, Ameren Corporation. The following unaudited pro forma financial information combines the historical balance sheets and statements of income of the registrant and CIPSCO, including their respective subsidiaries, after giving effect to the Merger. The unaudited pro forma combined condensed balance sheet at March 31, 1997, gives effect to the Merger as if it had occurred at March 31, 1997. The unaudited pro forma combined condensed statements of income for the three- month periods ended March 31, 1997 and 1996, and the 12-month period ended March 31, 1997, give effect to the Merger as if it had occurred at the beginning of the periods presented. These statements are prepared on the basis of accounting for the Merger as a pooling of interests and are based on the assumptions set forth in the notes thereto. In addition, the pro forma financial information does not give effect to the expected synergies of the transaction. The following pro forma financial information has been prepared from, and should be read in conjunction with, the historical financial statements and related notes thereto of the registrant and CIPSCO. The following information is not necessarily indicative of the financial position or operating results that would have occurred had the Merger been consummated on the date, or at the beginning of the periods, for which the Merger is being given effect nor is it necessarily indicative of future operating results or financial position. In addition, due to the effect of weather on sales and other factors which are characteristic of public utility operations, financial results for the three-month periods ended March 31, 1997 and 1996, are not necessarily indicative of trends for any 12-month period. Also see Part I, Note 5, Notes to Financial Statements. 12 Page 11 AMEREN CORPORATION ------------------ UNAUDITED PRO FORMA COMBINED CONDENSED -------------------------------------- BALANCE SHEET ------------- AT MARCH 31, 1997 ----------------- (Thousands of Dollars)
ASSETS: As Reported (Note 1) Pro Forma - ------- ------------------------- Adjustments Pro Forma Property and plant UE CIPSCO (Notes 2,8) Combined ----- ------ ----------- --------- Electric $8,701,243 $2,259,660 $ 376,802 $11,337,705 Gas 188,075 244,269 - 432,344 Other 35,971 - - 35,971 ---------- ---------- ---------- ----------- 8,925,289 2,503,929 376,802 11,806,020 Less accumulated depreciation and amortization 3,715,215 1,107,047 272,373 5,094,635 ---------- ---------- ---------- ----------- 5,210,074 1,396,882 104,429 6,711,385 Construction work in progress: Nuclear fuel in process 99,928 - - 99,928 Other 80,725 58,506 1,736 140,967 ---------- ---------- ---------- ----------- Total property and plant, net 5,390,727 1,455,388 106,165 6,952,280 Regulatory assets: Deferred income taxes (Note 5) 674,547 40,497 - 715,044 Other 175,095 134,380 - 309,475 ---------- ---------- ---------- ----------- Total regulatory assets 849,642 174,877 - 1,024,519 Other assets: Unamortized debt expense 10,446 3,073 575 14,094 Nuclear decommissioning trust fund 100,366 - - 100,366 Investments in nonregulated activities - 115,830 - 115,830 Other 29,126 26,670 (3,269) 52,527 ---------- ---------- ---------- ----------- Total other assets 139,938 145,573 (2,694) 282,817 Current assets: Cash and temporary investments 14,010 7,649 18,651 40,310 Accounts receivable, net 183,233 69,952 20,472 273,657 Unbilled revenue 45,862 21,320 - 67,182 Materials and supplies, at average cost - Fossil fuel 53,938 34,998 4,878 93,814 Other 95,992 39,177 4,572 139,741 Other 42,647 21,303 3,677 67,627 ---------- ---------- ---------- ----------- Total current assets 435,682 194,399 52,250 682,331 ---------- ---------- ---------- ----------- Total Assets $6,815,989 $1,970,237 $ 155,721 $ 8,941,947 ========== ========== ========== =========== CAPITAL AND LIABILITIES: - ------------------------ Capitalization: Common stock (Note 2) $ 510,619 $ 356,812 $ (866,059) $ 1,372 Other stockholders' equity (Note 2) 1,807,969 302,592 866,059 2,976,620 ---------- ---------- ---------- ----------- Total common stockholders' equity 2,318,588 659,404 - 2,977,992 Preferred stock of subsidiary 155,197 80,000 - 235,197 Long-term debt, net 1,960,449 493,303 115,556 2,569,308 ---------- ---------- ---------- ----------- Total capitalization 4,434,234 1,232,707 115,556 5,782,497 Minority interest in consolidated subsidiary - - 3,534 3,534 Accumulated deferred income taxes 1,317,792 341,792 (6,695) 1,652,889 Accumulated deferred investment tax credits 158,799 48,052 - 206,851 Regulatory liability 196,590 101,189 - 297,779 Accumulated provision for nuclear decommissioning 102,039 - - 102,039 Other deferred credits and liabilities 158,119 37,564 4,945 200,628 Current liabilities: Current maturity of long-term debt 37,631 58,000 14,444 110,075 Short-term debt 33,900 41,025 - 74,925 Accounts payable 69,169 49,116 18,296 136,581 Wages payable 35,323 11,485 - 46,808 Taxes accrued 131,369 23,503 - 154,872 Interest accrued 55,254 9,202 2,852 67,308 Other 85,770 16,602 2,789 105,161 ---------- ---------- ---------- ----------- Total current liabilities 448,416 208,933 38,381 695,730 ---------- ---------- ---------- ----------- Total Capital and Liabilities $6,815,989 $1,970,237 $ 155,721 $ 8,941,947 ========== ========== ========== ===========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 13 Page 12 AMEREN CORPORATION ------------------ UNAUDITED PRO FORMA COMBINED CONDENSED -------------------------------------- STATEMENTS OF INCOME -------------------- THREE MONTHS ENDED MARCH 31, 1997 --------------------------------- (Thousands of Dollars Except Shares and Per Share Amounts)
UE CIPSCO -- ------ Pro Forma (As Reported) (As Reported) Adjustments Pro Forma (Notes 1,3,9) (Notes 1,3) (Notes 2,8) Combined ------------- ------------- ----------- --------- OPERATING REVENUES: Electric $ 440,967 $ 160,862 $ 48,269 $ 650,098 Gas 46,110 61,138 - 107,248 Other 181 3,343 108 3,632 ------------ ----------- ----------- ----------- Total operating revenues 487,258 225,343 48,377 760,978 OPERATING EXPENSES: Operations Fuel and purchased power 116,191 57,613 28,836 202,640 Gas costs 27,508 40,330 - 67,838 Other 95,478 39,902 4,352 139,732 ------------ ----------- ----------- ----------- 239,177 137,845 33,188 410,210 Maintenance 49,198 14,871 3,470 67,539 Depreciation and amortization 61,444 22,610 3,773 87,827 Income taxes (Note 6) 21,335 9,476 2,033 32,844 Other taxes 50,517 16,068 512 67,097 ------------ ----------- ----------- ----------- Total operating expenses 421,671 200,870 42,976 665,517 OPERATING INCOME 65,587 24,473 5,401 95,461 OTHER INCOME AND DEDUCTIONS: Allowance for equity funds used during construction 877 217 - 1,094 Minority interest in consolidated subsidiary - - (1,248) (1,248) Miscellaneous, net (1,081) (71) (1,692) (2,844) ------------ ------------ ----------- ----------- Total other income and deductions, net (204) 146 (2,940) (2,998) INCOME BEFORE INTEREST CHARGES AND PREFERRED DIVIDENDS 65,383 24,619 2,461 92,463 INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest 35,180 8,430 2,461 46,071 Allowance for borrowed funds used during construction (1,427) (275) - (1,702) Preferred dividends of subsidiaries (Note 7) 2,204 913 - 3,117 ------------ ----------- ----------- ----------- Net interest charges and preferred dividends 35,957 9,068 2,461 47,486 NET INCOME $ 29,426 $ 15,551 $ - $ 44,977 ============ =========== =========== =========== EARNINGS PER SHARE OF COMMON STOCK (BASED ON AVERAGE SHARES OUTSTANDING) $ 0.29 $ 0.46 $ 0.33 ============ =========== =========== AVERAGE COMMON SHARES OUTSTANDING (Note 2) 102,123,834 34,069,542 1,022,086 137,215,462 ============ =========== ========== ===========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 14 Page 13 AMEREN CORPORATION ------------------ UNAUDITED PRO FORMA COMBINED CONDENSED -------------------------------------- STATEMENTS OF INCOME -------------------- THREE MONTHS ENDED MARCH 31, 1996 --------------------------------- (Thousands of Dollars Except Shares and Per Share Amounts)
UE CIPSCO -- ------ Pro Forma (As Reported) (As Reported) Adjustments Pro Forma (Notes 1,3,9) (Notes 1,3) (Notes 2,8) Combined ------------- ------------ ----------- ---------- OPERATING REVENUES: Electric $ 450,865 $ 171,288 $ 44,975 $ 667,128 Gas 44,548 64,418 - 108,966 Other 157 2,173 104 2,434 ------------ ---------- ----------- ---------- Total operating revenues 495,570 237,879 45,079 778,528 OPERATING EXPENSES: Operations Fuel and purchased power 124,264 69,269 24,876 218,409 Gas costs 24,325 41,197 - 65,522 Other 89,804 34,635 4,431 128,870 ------------ ---------- ----------- ---------- 238,393 145,101 29,307 412,801 Maintenance 48,634 11,436 3,815 63,885 Depreciation and amortization 59,585 20,913 3,776 84,274 Income taxes (Note 6) 28,221 13,460 1,946 43,627 Other taxes 50,983 16,013 552 67,548 ------------ ---------- ----------- ---------- Total operating expenses 425,816 206,923 39,396 672,135 OPERATING INCOME 69,754 30,956 5,683 106,393 OTHER INCOME AND DEDUCTIONS: Allowance for equity funds used during construction 1,702 11 - 1,713 Minority interest in consolidated subsidiary - - (1,192) (1,192) Miscellaneous, net 895 (203) (1,851) (1,159) ------------ ---------- ----------- ---------- Total other income and deductions, net 2,597 (192) (3,043) (638) INCOME BEFORE INTEREST CHARGES AND PREFERRED DIVIDENDS 72,351 30,764 2,640 105,755 INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest 33,858 8,722 2,640 45,220 Allowance for borrowed funds used during construction (1,647) (15) - (1,662) Preferred dividends of subsidiaries (Note 7) 3,312 939 - 4,251 ------------ ---------- ----------- ---------- Net interest charges and preferred dividends 35,523 9,646 2,640 47,809 NET INCOME $ 36,828 $ 21,118 $ - $ 57,946 ============ ========== =========== ========== EARNINGS PER SHARE OF COMMON STOCK (BASED ON AVERAGE SHARES OUTSTANDING) $ 0.36 $ 0.62 $ 0.42 ============ ========== ========== AVERAGE COMMON SHARES OUTSTANDING (Note 2) 102,123,834 34,069,542 1,022,086 137,215,462 ============ ========== =========== ===========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 15 Page 14 AMEREN CORPORATION ------------------ UNAUDITED PRO FORMA COMBINED CONDENSED -------------------------------------- STATEMENTS OF INCOME -------------------- TWELVE MONTHS ENDED MARCH 31, 1997 ---------------------------------- (Thousands of Dollars Except Shares and Per Share Amounts)
UE CIPSCO -- ------ Pro Forma (As Reported) (As Reported) Adjustments Pro Forma (Notes 1,3,9) (Notes 1,3) (Notes 2,8) Combined ------------ ----------- ----------- --------- OPERATING REVENUES: Electric $2,150,917 $ 720,386 $ 178,820 $3,050,123 Gas 100,626 152,068 - 252,694 Other 509 11,724 1,110 13,343 ---------- ---------- ---------- ---------- Total operating revenues 2,252,052 884,178 179,930 3,316,160 OPERATING EXPENSES: Operations Fuel and purchased power 504,758 262,558 97,207 864,523 Gas costs 67,731 95,360 - 163,091 Other 384,781 151,855 18,225 554,861 ---------- ---------- ---------- ---------- 957,270 509,773 115,432 1,582,475 Maintenance 224,195 64,896 16,765 305,856 Depreciation and amortization 243,158 89,094 15,663 347,915 Income taxes (Note 6) 190,483 45,574 8,320 244,377 Other taxes 212,799 57,873 1,738 272,410 ---------- ---------- ---------- ---------- Total operating expenses 1,827,905 767,210 157,918 2,753,033 OPERATING INCOME 424,147 116,968 22,012 563,127 OTHER INCOME AND DEDUCTIONS: Allowance for equity funds used during construction 5,667 584 - 6,251 Minority interest in consolidated subsidiary - - (4,762) (4,762) Miscellaneous, net (6,269) (2,652) (7,243) (16,164) ---------- ---------- ---------- ---------- Total other income and deductions, net (602) (2,068) (12,005) (14,675) INCOME BEFORE INTEREST CHARGES AND PREFERRED DIVIDENDS 423,545 114,900 10,007 548,452 INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest 133,966 37,460 10,007 181,433 Allowance for borrowed funds used during construction (6,787) (744) - (7,531) Preferred dividends of subsidiaries (Note 7) 12,141 3,695 - 15,836 ---------- ---------- ----------- ---------- Net interest charges and preferred dividends 139,320 40,411 10,007 189,738 NET INCOME $ 284,225 $ 74,489 $ - $ 358,714 ========== ========== =========== ========== EARNINGS PER SHARE OF COMMON STOCK (BASED ON AVERAGE SHARES OUTSTANDING) $2.78 $ 2.19 $ 2.61 ===== ========== ========== AVERAGE COMMON SHARES OUTSTANDING (Note 2) 102,123,834 34,069,542 1,022,086 137,215,462 =========== =========== =========== ===========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 16 Page 15 AMEREN CORPORATION NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 1. Reclassifications were made to certain "as reported" account balances reflected in the registrant's and CIPSCO's financial statements to conform to this reporting presentation (See Notes 5, 6 and 7). All other financial statement presentation and accounting policy differences were immaterial and were not adjusted in the pro forma combined condensed financial statements. 2. The pro forma combined condensed financial statements reflect the conversion of each share of the registrant's Common Stock ($5 par value) outstanding into one share of Ameren Common Stock ($.01 par value) and the conversion of each share of CIPSCO Common Stock (no par value) outstanding into 1.03 shares of Ameren Common Stock, as provided in the Merger Agreement. The pro forma combined condensed financial statements are presented as if the companies were combined during all periods included therein. 3. The allocation between the registrant and CIPSCO and their customers of the estimated cost savings resulting from the merger, net of the costs incurred to achieve such savings, will be subject to regulatory review and approval. Merger-related costs (which include transaction costs and costs to achieve such savings) are currently estimated to be approximately $73 million (including costs for financial advisors, attorneys, accountants, consultants, filings, printing, system integration, relocation, etc.). None of these estimated cost savings have been reflected in the pro forma combined condensed financial statements. However, net income for the three months and 12 months ended March 31, 1997, included merger-related costs of $2.0 million and $9.0 million, net of income taxes, for the registrant, and $0.3 million and $4.6 million, net of income taxes, for CIPSCO, respectively. Net income for the three months ended March 31, 1996, included merger-related costs of $0.9 million, net of income taxes, for the registrant, and $0.7 million, net of income taxes, for CIPSCO. 4. Intercompany transactions (including purchased and exchanged power transactions) between the registrant and CIPSCO during the periods presented were not material and, accordingly, no pro forma adjustments were made to eliminate such transactions. 5. CIPSCO's regulatory asset related to deferred income taxes was reclassified from the regulatory liability account balance to conform to this reporting presentation. 6. CIPSCO's income taxes were reflected as operating expenses to conform to this reporting presentation. 7. Currently, the registrant's Preferred Stock is not issued by a subsidiary; subsequent to the merger, the registrant's Preferred Stock will be issued by a subsidiary of Ameren. As a result, the registrant's preferred dividend requirements were reclassified to conform to this reporting presentation. 8. Pro forma adjustments were made to consolidate the financial results of Electric Energy, Inc. (EEI), which will, in substance, be a 60 percent owned subsidiary of Ameren subsequent to the merger. The registrant and CIPSCO hold 40 percent and 20 percent ownership interests, respectively, in EEI and account for these investments under the equity method of accounting. All intercompany transactions between the registrant, CIPSCO and EEI were eliminated. 9. Net income for the three and 12 months ended March 31, 1997 included credits for Missouri electric customers which reduced revenues and pretax income of the registrant by $12.0 million and $45.8 million, respectively. Net income for the three months ended March 31, 1996 included a credit to Missouri electric customers which reduced revenues and pretax income of the registrant by $13.5 million. 17 Page 16 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits. Exhibit 12(a) - Computation of Ratio of Earnings to Fixed Charges, 12 Months Ended March 31, 1997. Exhibit 12(b) - Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements, 12 Months Ended March 31, 1997. Exhibit 27 - Financial Data Schedule. (b) Reports on Form 8-K. None 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. UNION ELECTRIC COMPANY (Registrant) May 13, 1997 By DONALD E. BRANDT ---------------------- Donald E. Brandt Senior Vice President Finance and Corporate Services EX-12.(A) 2 COMPUTATION OF RATIO OF EARNINGS 1 EXHIBIT 12(a) UNION ELECTRIC COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31, 12 Months ------------------------------------------------------------- Ended March 31, 1992 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- ---- (Thousands of Dollars Except Ratios) Net income for the Period $302,748 $297,160 $320,757 $314,107 $304,876 $296,366 -------- -------- -------- -------- -------- -------- Add: Taxes Based on income 197,009 182,716 203,827 207,734 196,210 189,991 -------- -------- -------- -------- -------- -------- Fixed Charges: Interest on Debt 125,798 124,430 135,608 129,239 128,375 130,156 (*) Amortization of Premium and Discount, Less Expense on Debt; and Bond Defeasance Cost 9,521 5,170 5,504 5,502 4,269 3,811 Rentals (See note) 908 1,314 1,299 3,330 3,458 3,716 -------- -------- -------- -------- -------- -------- Total Fixed Charges 136,227 130,914 142,411 138,071 136,102 137,683 -------- -------- -------- -------- -------- -------- Earnings Available for Fixed Charges $635,984 $610,790 $666,995 $659,912 $637,188 $624,040 ======== ======== ======== ======== ======== ======== Ratio of Earnings to Fixed Charges 4.66 4.66 4.68 4.78 4.68 4.53 ==== ==== ==== ==== ==== ====
(*) Total annual interest charges on all bonds for the twelve months ended March 31, 1997 was $112,905,000. Note: Represents the interest factor applicable to rentals. EX-12.(B) 3 COMPUTATION OF RATIO OF EARNINGS 1 EXHIBIT 12(b) UNION ELECTRIC COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Year Ended December 31, 12 Months ------------------------------------------------------------- Ended March 31, 1992 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- ---- (Thousands of Dollars Except Ratios) Net income for the period $302,748 $297,160 $320,757 $314,107 $304,876 $296,366 Add: Taxes based on income 197,009 182,716 203,827 207,734 196,210 189,991 Fixed charges (see below) 136,227 130,914 142,411 138,071 136,102 137,683 ------- -------- -------- -------- -------- -------- Earnings available for fixed charges and preferred stock dividend requirements of Registrant $635,984 $610,790 $666,995 $659,912 $637,188 $624,040 ======== ======== ======== ======== ======== ======== Fixed charges: Interest on debt $125,798 $124,430 $135,608 $129,239 $128,375 $130,156 Amortization of premium and discount, less expense, on debt; and bond defeasance cost 9,521 5,170 5,504 5,502 4,269 3,811 Rentals (see note) 908 1,314 1,299 3,330 3,458 3,716 ------ ---------- -------- -------- -------- -------- Total fixed charges $136,227 $130,914 $142,411 $138,071 $136,102 $137,683 Preferred stock dividend requirements of Registrant* (Adjusted for income tax effect) 21,852 21,537 20,514 20,808 20,612 18,759 -------- -------- -------- -------- -------- -------- Total fixed charges and preferred stock dividend requirements $158,079 $152,451 $162,925 $158,879 $156,714 $156,442 ======== ======== ======== ======== ======== ======== Ratio of earnings to fixed charges and preferred dividends 4.02 4.01 4.09 4.15 4.06 3.98 ==== ==== ==== ==== ==== ====
Note: Represents the interest factor applicable to rentals. * See following page for supporting computation. 2 EXHIBIT 12(b) (continued) UNION ELECTRIC COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Year Ended December 31, 12 Months ------------------------------------------------------------- Ended March 31, 1992 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- ---- (Thousands of Dollars Except Ratios) Computation of preferred stock dividend requirements of Registrant, adjusted for income tax effect* Preferred stock dividend requirements of Registrant, as shown on statement of earnings $14,058 $14,087 $13,252 $13,250 $13,249 $12,141 Less deductible preferred stock dividends** 2,085 1,973 1,816 1,816 1,816 1,816 ------- ------- ------- ------- ------- ------- Non-deductible preferred stock dividends $11,973 $12,114 $11,436 $11,434 $11,433 $10,325 ======= ======= ======= ======= ======= ======= Excess of net income before income taxes over net income (percentage) See note below 65.1% 61.5% 63.5% 66.1% 64.4% 64.1% ----- ----- ----- ----- ----- ----- Income tax effect on non-deductible preferred stock dividends* $7,794 $7,450 $7,262 $7,558 $7,363 $6,618 Add: Deductible preferred stock dividends (above) 2,085 1,973 1,816 1,816 1,816 1,816 Non-deductible preferred stock dividends (above) 11,973 12,114 11,436 11,434 11,433 10,325 ------ ------ ------ ------ ------ ------ Preferred stock dividend requirements of Registrant. (Adjusted for income tax effect) $21,852 $21,537 $20,514 $20,808 $20,612 $18,759 ======= ======= ======= ======= ======= ======= Note: Calculated as follows - Net income before income taxes $499,757 $479,876 $524,584 $521,841 $501,086 $486,357 Less net income 302,748 297,160 320,757 314,107 304,876 296,366 -------- -------- -------- -------- -------- -------- Excess - Taxed based on income $197,009 $182,716 $203,827 $207,734 $196,210 $189,991 ======== ======== ======== ======== ======== ======== - Percentage of net income 65.1% 61.5% 63.5% 66.1% 64.4% 64.1% ===== ===== ===== ===== ===== =====
* Income tax adjustment to reflect pretax earnings required to meet preferred stock dividend. ** Dividends deductible on federal income tax return. EX-27 4 FINANCIAL DATA SCHEDULE
UT 3-MOS DEC-31-1996 JAN-01-1997 MAR-31-1997 PER-BOOK 5,390,727 100,366 435,682 39,572 849,642 6,815,989 510,619 716,879 1,091,090 2,318,588 0 155,197 1,879,651 33,900 0 0 5,000 0 80,798 32,631 2,310,224 6,815,989 487,258 21,335 400,336 421,671 65,587 (204) 65,383 33,753 31,630 2,204 29,426 64,849 112,905 65,555 0.29 0.29
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