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                            FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

   [x]       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


           For the quarterly period ended June 30, 1996


   [ ]    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 1-7324

                  KANSAS GAS AND ELECTRIC COMPANY           
      (Exact name of registrant as specified in its charter)

           KANSAS                                              48-1093840    
(State or other jurisdiction of                             (I.R.S.  Employer
 incorporation or organization)                            Identification No.)

                           P.O. BOX 208
                      WICHITA, KANSAS  67201
             (Address of Principal Executive Offices)

                           316/261-6611
       (Registrant's telephone number, including area code)

Indicated 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.

           Class                               Outstanding at August 14, 1996
 Common Stock (No par value)                           1,000 Shares       


Registrant meets the conditions of General Instruction H(1)(a) and (b) to Form
10-Q and is therefore filing this form with a reduced disclosure format.


                 KANSAS GAS AND ELECTRIC COMPANY
                              INDEX



                                                                       Page

PART I.  Financial Information

     Item 1.  Financial Statements

              Balance Sheets                                             3 

              Statements of Income                                     4 - 6

              Statements of Cash Flows                                 7 - 8

              Statements of Capitalization                               9 

              Statements of Common Stock Equity                         10 

              Notes to Financial Statements                             11  

     Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                    18


Part II.  Other Information

     Item 4.  Submission of Matters to a Vote of Security Holders       21
     
     Item 5.  Other Information                                         21
     
     Item 6.  Exhibits and Reports on Form 8-K                          21

Signature                                                               22



                 KANSAS GAS AND ELECTRIC COMPANY
                          BALANCE SHEETS
                      (Dollars in Thousands)
                          (unaudited)
June 30, December 31, 1996 1995 ASSETS UTILITY PLANT: Electric plant in service . . . . . . . . . . . . . . . . $3,468,581 $3,427,928 Less - Accumulated depreciation . . . . . . . . . . . . . 936,700 893,728 2,531,881 2,534,200 Construction work in progress . . . . . . . . . . . . . . 26,808 40,810 Nuclear fuel (net). . . . . . . . . . . . . . . . . . . . 49,415 53,942 Net utility plant . . . . . . . . . . . . . . . . . . . 2,608,104 2,628,952 OTHER PROPERTY AND INVESTMENTS: Decommissioning trust . . . . . . . . . . . . . . . . . . 28,551 25,070 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 8,424 7,885 36,975 32,955 CURRENT ASSETS: Cash and cash equivalents . . . . . . . . . . . . . . . . 88 53 Accounts receivable and unbilled revenues (net) . . . . . 81,652 76,490 Advances to parent company . . . . . . . . . . . . . . . 214,303 34,948 Fossil fuel, at average cost. . . . . . . . . . . . . . . 14,895 17,522 Materials and supplies, at average cost . . . . . . . . . 30,545 31,458 Prepayments and other current assets. . . . . . . . . . . 30,427 17,128 371,910 177,599 DEFERRED CHARGES AND OTHER ASSETS: Deferred future income taxes . . . . . . . . . . . . . . 208,367 208,367 Deferred coal contract settlement costs . . . . . . . . . 13,136 14,612 Phase-in revenues . . . . . . . . . . . . . . . . . . . . 35,089 43,861 Other deferred plant costs. . . . . . . . . . . . . . . . 31,406 31,539 Corporate-owned life insurance (net). . . . . . . . . . . 10,473 7,279 Unamortized debt expense. . . . . . . . . . . . . . . . . 24,513 25,605 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 42,376 32,645 365,360 363,908 TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $3,382,349 $3,203,414 CAPITALIZATION AND LIABILITIES CAPITALIZATION (See Statements): Common stock equity . . . . . . . . . . . . . . . . . . . $1,169,030 $1,186,077 Long-term debt (net). . . . . . . . . . . . . . . . . . . 684,006 684,082 1,853,036 1,870,159 CURRENT LIABILITIES: Short-term debt . . . . . . . . . . . . . . . . . . . . . 250,000 50,000 Long-term debt due within one year. . . . . . . . . . . . - 16,000 Accounts payable. . . . . . . . . . . . . . . . . . . . . 58,478 50,783 Accrued taxes . . . . . . . . . . . . . . . . . . . . . . 19,455 17,766 Accrued interest. . . . . . . . . . . . . . . . . . . . . 9,082 7,903 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 6,603 6,608 343,618 149,060 DEFERRED CREDITS AND OTHER LIABILITIES: Deferred income taxes . . . . . . . . . . . . . . . . . . 794,468 800,934 Deferred investment tax credits . . . . . . . . . . . . . 71,345 72,970 Deferred gain from sale-leaseback . . . . . . . . . . . . 237,880 242,700 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 82,002 67,591 1,185,695 1,184,195 COMMITMENTS AND CONTINGENCIES (Note 2) TOTAL CAPITALIZATION AND LIABILITIES . . . . . . . . . $3,382,349 $3,203,414 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Dollars in Thousands) (Unaudited)
Three Months Ended June 30, 1996 1995 OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . . $ 163,038 $ 144,747 OPERATING EXPENSES: Fuel used for generation: Fossil fuel . . . . . . . . . . . . . . . . . . . . . . 21,828 19,167 Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . 5,618 5,076 Power purchased . . . . . . . . . . . . . . . . . . . . . 2,464 523 Other operations. . . . . . . . . . . . . . . . . . . . . 38,307 31,794 Maintenance . . . . . . . . . . . . . . . . . . . . . . . 15,439 12,359 Depreciation and amortization . . . . . . . . . . . . . . 23,494 18,316 Amortization of phase-in revenues . . . . . . . . . . . . 4,386 4,386 Taxes: Federal income. . . . . . . . . . . . . . . . . . . . . 9,215 8,208 State income . . . . . . . . . . . . . . . . . . . . . 2,801 2,387 General . . . . . . . . . . . . . . . . . . . . . . . . 12,047 11,752 Total operating expenses. . . . . . . . . . . . . . . 135,599 113,968 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . 27,439 30,779 OTHER INCOME AND DEDUCTIONS: Corporate-owned life insurance (net). . . . . . . . . . . (1,565) (1,821) Miscellaneous (net) . . . . . . . . . . . . . . . . . . . 556 731 Income taxes (net). . . . . . . . . . . . . . . . . . . . 4,729 2,184 Total other income and deductions . . . . . . . . . . 3,720 1,094 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . 31,159 31,873 INTEREST CHARGES: Long-term debt. . . . . . . . . . . . . . . . . . . . . . 11,583 11,783 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 2,694 1,107 Allowance for borrowed funds used during construction (credit). . . . . . . . . . . . . . (371) (584) Total interest charges. . . . . . . . . . . . . . . . 13,906 12,306 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . $ 17,253 $ 19,567 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Dollars in Thousands) (Unaudited)
Six Months Ended June 30, 1996 1995 OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . . $ 308,072 $ 283,304 OPERATING EXPENSES: Fuel used for generation: Fossil fuel . . . . . . . . . . . . . . . . . . . . . . 43,980 37,396 Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . 7,375 9,764 Power purchased . . . . . . . . . . . . . . . . . . . . . 6,824 1,206 Other operations. . . . . . . . . . . . . . . . . . . . . 69,676 62,199 Maintenance . . . . . . . . . . . . . . . . . . . . . . . 27,338 24,626 Depreciation and amortization . . . . . . . . . . . . . . 46,862 36,669 Amortization of phase-in revenues . . . . . . . . . . . . 8,772 8,772 Taxes: Federal income. . . . . . . . . . . . . . . . . . . . . 12,672 15,478 State income . . . . . . . . . . . . . . . . . . . . . 3,992 4,462 General . . . . . . . . . . . . . . . . . . . . . . . . 24,088 23,386 Total operating expenses. . . . . . . . . . . . . . . 251,579 223,958 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . 56,493 59,346 OTHER INCOME AND DEDUCTIONS: Corporate-owned life insurance (net). . . . . . . . . . . (3,749) (3,537) Miscellaneous (net) . . . . . . . . . . . . . . . . . . . 1,571 2,830 Income taxes (net). . . . . . . . . . . . . . . . . . . . 5,327 3,819 Total other income and deductions . . . . . . . . . . 3,149 3,112 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . 59,642 62,458 INTEREST CHARGES: Long-term debt. . . . . . . . . . . . . . . . . . . . . . 23,299 23,551 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 4,369 2,612 Allowance for borrowed funds used during construction (credit). . . . . . . . . . . . . . (979) (1,144) Total interest charges. . . . . . . . . . . . . . . . 26,689 25,019 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . $ 32,953 $ 37,439 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Dollars in Thousands) (Unaudited)
Twelve Months Ended June 30, 1996 1995 OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . . $ 648,636 $ 611,593 OPERATING EXPENSES: Fuel used for generation: Fossil fuel . . . . . . . . . . . . . . . . . . . . . . 87,176 83,844 Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . 17,036 15,231 Power purchased . . . . . . . . . . . . . . . . . . . . . 10,195 4,857 Other operations. . . . . . . . . . . . . . . . . . . . . 125,353 118,674 Maintenance . . . . . . . . . . . . . . . . . . . . . . . 50,768 47,384 Depreciation and amortization . . . . . . . . . . . . . . 89,872 69,865 Amortization of phase-in revenues . . . . . . . . . . . . 17,545 17,544 Taxes: Federal income. . . . . . . . . . . . . . . . . . . . . 45,524 47,617 State income . . . . . . . . . . . . . . . . . . . . . 12,073 12,304 General . . . . . . . . . . . . . . . . . . . . . . . . 46,943 44,342 Total operating expenses. . . . . . . . . . . . . . . 502,485 461,662 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . 146,151 149,931 OTHER INCOME AND DEDUCTIONS: Corporate-owned life insurance (net). . . . . . . . . . . (2,880) (6,898) Miscellaneous (net) . . . . . . . . . . . . . . . . . . . 3,625 5,101 Income taxes (net). . . . . . . . . . . . . . . . . . . . 10,594 7,871 Total other income and deductions . . . . . . . . . . 11,339 6,074 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . 157,490 156,005 INTEREST CHARGES: Long-term debt. . . . . . . . . . . . . . . . . . . . . . 46,821 47,280 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 6,947 5,323 Allowance for borrowed funds used during construction (credit). . . . . . . . . . . . . . (2,665) (1,730) Total interest charges. . . . . . . . . . . . . . . . 51,103 50,873 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . $ 106,387 $ 105,132 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)
Six Months Ended June 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 32,953 $ 37,439 Depreciation and amortization . . . . . . . . . . . . . . . 36,850 36,669 Other amortization (including nuclear fuel) . . . . . . . . 5,658 7,388 Gain on sales of utility plant (net of tax) . . . . . . . . - (951) Deferred taxes and investment tax credits (net) . . . . . . (8,091) (10,360) Amortization of phase-in revenues . . . . . . . . . . . . . 8,772 8,772 Corporate-owned life insurance. . . . . . . . . . . . . . . (12,593) (8,665) Amortization of gain from sale-leaseback. . . . . . . . . . (4,820) (4,821) Amortization of acquisition adjustment. . . . . . . . . . . 10,012 - Changes in working capital items: Accounts receivable and unbilled revenues (net) . . . . . (5,162) (147) Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . 2,627 (2,857) Accounts payable. . . . . . . . . . . . . . . . . . . . . 7,695 5,833 Interest and taxes accrued. . . . . . . . . . . . . . . . 2,868 6,605 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 10,076 (12,881) Changes in other assets and liabilities . . . . . . . . . . (31,859) 9,254 Net cash flows from operating activities. . . . . . . . 54,986 71,278 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to utility plant. . . . . . . . . . . . . . . . . 31,314 40,556 Sales of utility plant. . . . . . . . . . . . . . . . . . . - (1,723) Corporate-owned life insurance policies . . . . . . . . . . 22,468 25,639 Death proceeds of corporate-owned life insurance. . . . . . - (250) Net cash flows used in investing activities . . . . . . 53,782 64,222 CASH FLOWS FROM FINANCING ACTIVITIES: Short-term debt (net) . . . . . . . . . . . . . . . . . . . 200,000 (25,000) Advances to parent company (net). . . . . . . . . . . . . . (179,355) (27,511) Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (16,135) (25) Borrowings against life insurance policies. . . . . . . . . 44,321 45,578 Repayment of borrowings against life insurance policies . . - (73) Dividends to parent company . . . . . . . . . . . . . . . . (50,000) - Net cash flows from (used in) financing activities . . . (1,169) (7,031) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . 35 25 CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . 53 47 END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . $ 88 $ 72 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest on financing activities (net of amount capitalized) . . . . . . . . . . . . . . . . . . . . . $ 50,652 $ 48,809 Income taxes . . . . . . . . . . . . . . . . . . . . . . . 17,600 18,100 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)
Twelve Months Ended June 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 106,387 $ 105,132 Depreciation and amortization . . . . . . . . . . . . . . . 73,131 69,865 Other amortization (including nuclear fuel) . . . . . . . . 13,463 12,426 Gain on sales of utility plant (net of tax) . . . . . . . . - (951) Deferred taxes and investment tax credits (net) . . . . . . 6,120 10,670 Amortization of phase-in revenues . . . . . . . . . . . . . 17,545 17,544 Corporate-owned life insurance. . . . . . . . . . . . . . . (32,476) (17,081) Amortization of gain from sale-leaseback. . . . . . . . . . (9,639) (9,641) Amortization of acquisition adjustment. . . . . . . . . . . 16,741 - Changes in working capital items: Accounts receivable and unbilled revenues (net) . . . . . (13,672) (10,657) Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . 1,714 (3,536) Accounts payable. . . . . . . . . . . . . . . . . . . . . 3,552 (5,177) Interest and taxes accrued. . . . . . . . . . . . . . . . (2,770) (2,557) Other . . . . . . . . . . . . . . . . . . . . . . . . . . 20,977 (1,683) Changes in other assets and liabilities . . . . . . . . . . (26,588) (491) Net cash flows from operating activities. . . . . . . . 174,485 163,863 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to utility plant. . . . . . . . . . . . . . . . . 84,696 83,130 Sales of utility plant. . . . . . . . . . . . . . . . . . . - (1,723) Corporate-owned life insurance policies . . . . . . . . . . 27,176 28,049 Death proceeds of corporate-owned life insurance. . . . . . (10,333) (250) Net cash flows used in investing activities . . . . . . 101,539 109,206 CASH FLOWS FROM FINANCING ACTIVITIES: Short-term debt (net) . . . . . . . . . . . . . . . . . . . 225,000 (200) Advances to parent company (net). . . . . . . . . . . . . . (122,399) 23,674 Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (16,135) (25) Borrowings against life insurance policies. . . . . . . . . 45,789 46,962 Repayment of borrowings against life insurance policies . . (5,185) (73) Dividends to parent company . . . . . . . . . . . . . . . . (200,000) (125,000) Net cash flows from (used in) financing activities . . . (72,930) (54,662) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . 16 (8) CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . 72 77 END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . $ 88 $ 72 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest on financing activities (net of amount capitalized) . . . . . . . . . . . . . . . . . . . . . $ 73,651 $ 73,544 Income taxes . . . . . . . . . . . . . . . . . . . . . . . 41,660 28,209 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CAPITALIZATION (Dollars in Thousands) (Unaudited)
June 30, December 31, 1996 1995 COMMON STOCK EQUITY (see Statements): Common stock, without par value, authorized and issued 1,000 shares. . . . . . . . . . . . . . . . . . . . . . . $1,065,634 $1,065,634 Retained earnings . . . . . . . . . . . . . . . . . . . . . 103,396 120,443 Total common stock equity . . . . . . . . . . . . . . . . 1,169,030 63% 1,186,077 63%
LONG-TERM DEBT: First Mortgage Bonds: Series Due 1996 1995 5-5/8% 1996 $ - $ 16,000 7.6% 2003 135,000 135,000 6-1/2% 2005 65,000 65,000 6.20% 2006 100,000 100,000 300,000 316,000 Pollution Control Bonds: 5.10% 2023 13,822 13,957 Variable (a) 2027 21,940 21,940 7.0% 2031 327,500 327,500 Variable (a) 2032 14,500 14,500 Variable (a) 2032 10,000 10,000 387,762 387,897 Total bonds. . . . . . . . . . . . . . . . . . . . . . 687,762 703,897 Less: Unamortized premium and discount (net). . . . . . . . . . 3,756 3,815 Long-term debt due within one year. . . . . . . . . . . . - 16,000 Total long-term debt . . . . . . . . . . . . . . . . . 684,006 37% 684,082 37% TOTAL CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . $1,853,036 100% $1,870,159 100% (a) Market-Adjusted Tax Exempt Securities (MATES). As of June 30, 1996, the rate on these bonds ranged from 3.62% to 3.66%. The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF COMMON STOCK EQUITY (Dollars in Thousands) (Unaudited)
Common Retained Stock Earnings BALANCE DECEMBER 31, 1993, 1,000 shares. . . . . . . $1,065,634 $ 180,044 Net income . . . . . . . . . . . . . . . . . . . . . 104,526 Dividend to parent company . . . . . . . . . . . . . (125,000) BALANCE DECEMBER 31, 1994, 1,000 shares. . . . . . . 1,065,634 159,570 Net income . . . . . . . . . . . . . . . . . . . . . 110,873 Dividend to parent company . . . . . . . . . . . . . (150,000) BALANCE DECEMBER 31, 1995, 1,000 shares. . . . . . . 1,065,634 120,443 Net Income . . . . . . . . . . . . . . . . . . . . . 32,953 Dividend to parent company . . . . . . . . . . . . . (50,000) BALANCE JUNE 30, 1996, 1,000 shares. . . . . . . . . $1,065,634 $ 103,396 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. ACCOUNTING POLICIES AND OTHER INFORMATION General: Kansas Gas and Electric Company (the Company, KGE) is a rate- regulated electric utility and wholly-owned subsidiary of Western Resources, Inc. (Western Resources). The Company is engaged in the production, purchase, transmission, distribution, and sale of electricity. The Company serves approximately 275,000 electric customers in southeastern Kansas. On March 31, 1992, Western Resources through its wholly-owned subsidiary KCA Corporation (KCA), acquired all of the outstanding common and preferred stock of KGE. Simultaneously, KCA and KGE merged and adopted the name of KGE (the Merger). The Company owns 47% of the Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for the Wolf Creek Generating Station (Wolf Creek). The Company records in its financial statements its proportionate share of all transactions of WCNOC as it does other jointly-owned facilities. The Company prepares its financial statements in conformity with generally accepted accounting principles as applied to regulated public utilities. The accounting and rates of the Company are subject to requirements of the Kansas Corporation Commission (KCC) and the Federal Energy Regulatory Commission (FERC). The financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, to disclose contingent assets and liabilities at the balance sheet date, and to report amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, the accompanying condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of June 30, 1996 and December 31, 1995, and the results of its operations for the three, six and twelve month periods ended June 30, 1996 and 1995. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's 1995 Annual Report on Form 10-K. On April 24, 1996, FERC issued its final rule on Order No. 888, Promoting Wholesale Competition Through Open Access Non-discriminatory Transmission Services by Public Utilities; Recovery of Stranded Costs by Public Utilities and Transmitting Utilities. The Company has reviewed this order and does not expect it to have a material effect on operations. Cash Surrender Value of Life Insurance Contracts: The following amounts related to corporate-owned life insurance contracts (COLI) are recorded in Corporate-owned Life Insurance (net) on the balance sheets: June 30, December 31, 1996 1995 (Dollars in Millions) Cash surrender value of contracts. . $407.8 $360.3 Borrowings against contracts . . . . (397.3) (353.0) COLI (net) . . . . . . . . . . . $ 10.5 $ 7.3 Income is recorded for increases in cash surrender value and net death proceeds. Interest expense is recognized for COLI borrowings. The net income generated from COLI contracts, including the tax benefit of the interest deductions and premium expenses, are recorded as Corporate-owned Life Insurance (net) on the Statements of Income. The income from increases in cash surrender value and net death proceeds was $5.4 million, $10.2 million and $24.7 million for the three, six and twelve months ended June 30, 1996, respectively, compared to $4.2 million, $8.1 million and $16.0 million for the three, six and twelve months ended 1995, respectively. The interest expense deduction taken was $7.0 million, $13.9 million and $27.6 million for the three, six and twelve months ended June 30, 1996, respectively, compared to $6.0 million, $11.7 million and $22.9 million for the six and twelve months ended 1995, respectively. On August 2, 1996, Congress passed the Health Insurance Portability and Accountability Act of 1996 which President Clinton has indicated that he intends to sign. The act is expected to have minimal impact on the Company's COLI contracts. Cash and Cash Equivalents: For purposes of the Statements of Cash Flows, cash and cash equivalents include cash on hand and highly liquid collateralized debt instruments purchased with maturities of three months or less. 2. COMMITMENTS AND CONTINGENCIES Manufactured Gas Sites: The Company has been associated with three former manufactured gas sites which may contain coal tar and other potentially harmful materials. The Company and the Kansas Department of Health and Environment (KDHE) entered into a consent agreement governing all future work at the three sites. The terms of the consent agreement will allow the Company to investigate these sites and set remediation priorities based upon the results of the investigations and risk analysis. The prioritized sites will be investigated over a 10 year period. The agreement will allow the Company to set mutual objectives with the KDHE in order to expedite effective response activities and to control costs and environmental impact. The costs incurred for site investigation and risk assessment in 1995 and 1994 were minimal. The Company is aware of other Midwestern utilities which have incurred remediation costs ranging between $500,000 and $10 million per site. The KCC has permitted another Kansas utility to recover its remediation costs through rates. To the extent that such remediation costs are not recovered through rates, the costs could be material to the Company's financial position or results of operations depending on the degree of remediation and number of years over which the remediation must be completed. Decommissioning: The Company accrues decommissioning costs over the expected life of the Wolf Creek generating facility. The accrual is based on estimated unrecovered decommissioning costs which consider inflation over the remaining estimated life of the generating facility and are net of expected earnings on amounts recovered from customers and deposited in an external trust fund. On June 9, 1994, the KCC issued an order approving the estimated decommissioning costs of the 1993 Wolf Creek Decommissioning Cost Study which estimates the Company's share of Wolf Creek decommissioning costs, under the immediate dismantlement method, to be approximately $595 million during the period 2025 through 2033, or approximately $174 million in 1993 dollars. These costs were calculated using an assumed inflation rate of 3.45% over the remaining service life, in 1993, of 32 years. Decommissioning costs are being charged to operating expenses in accordance with the KCC order. Electric rates charged to customers provide for recovery of these decommissioning costs over the life of Wolf Creek. Amounts expensed approximated $3.6 million in 1995 and will increase annually to $5.5 million in 2024. These expenses are deposited in an external trust fund. The average after tax expected return on trust assets is 5.9% The Company's investment in the decommissioning fund, including reinvested earnings approximated $28.6 million and $25.1 million at June 30, 1996 and December 31, 1995, respectively. Trust fund earnings accumulate in the fund balance and increase the recorded decommissioning liability. These amounts are reflected in Decommissioning Trust, and the related liability is included in Deferred Credits and Other Liabilities, Other, on the Balance Sheets. The staff of the Securities and Exchange Commission (SEC) has questioned certain current accounting practices used by nuclear electric generating station owners regarding the recognition, measurement and classification of decommissioning costs for nuclear electric generating stations. In response to these questions, the FASB is expected to issue new accounting standards for removal costs, including decommissioning in 1997. If current electric utility industry accounting practices for such decommissioning costs are changed: (1) annual decommissioning expenses could increase, (2) the estimated present value of decommissioning costs could be recorded as a liability rather than as accumulated depreciation, and (3) trust fund income from the external decommissioning trusts could be reported as investment income rather than as a reduction to decommissioning expense. When revised accounting guidance is issued, the Company will also have to evaluate its effect on accounting for removal costs of other long-lived assets. The Company is not able to predict what effect such changes would have on results of operations, financial position, or related regulatory practices until the final issuance of revised accounting guidance, but such effect could be material. The Company carries premature decommissioning insurance which has several restrictions. One of these is that it can only be used if Wolf Creek incurs an accident exceeding $500 million in expenses to safely stabilize the reactor, to decontaminate the reactor and reactor station site in accordance with a plan approved by the Nuclear Regulatory Commission (NRC), and to pay for on-site property damages. This decommissioning insurance will only be available if the insurance funds are not needed to implement the NRC-approved plan for stabilization and decontamination. Nuclear Insurance: The Price-Anderson Act limits the combined public liability of the owners of nuclear power plants to $8.9 billion for a single nuclear incident. If this liability limitation is insufficient, the U.S. Congress will consider taking whatever action is necessary to compensate the public for valid claims. The Wolf Creek owners (Owners) have purchased the maximum available private insurance of $200 million and the balance is provided by an assessment plan mandated by the NRC. Under this plan, the Owners are jointly and severally subject to a retrospective assessment of up to $79.3 million ($37.3 million, Company's share) in the event there is a major nuclear incident involving any of the nation's licensed reactors. This assessment is subject to an inflation adjustment based on the Consumer Price Index and applicable premium taxes. There is a limitation of $10 million ($4.7 million, Company's share) in retrospective assessments per incident, per year. The Owners carry decontamination liability, premature decommissioning liability, and property damage insurance for Wolf Creek totaling approximately $2.8 billion ($1.3 billion, Company's share). This insurance is provided by a combination of "nuclear insurance pools" ($500 million) and Nuclear Electric Insurance Limited (NEIL) ($2.3 billion). In the event of an accident, insurance proceeds must first be used for reactor stabilization and site decontamination. The Company's share of any remaining proceeds can be used for property damage or premature decommissioning costs up to $1.3 billion (Company's share). Premature decommissioning insurance cost recovery is excess of funds previously collected for decommissioning (as discussed under "Decommissioning"). The Owners also carry additional insurance with NEIL to cover costs of replacement power and other extra expenses incurred during a prolonged outage resulting from accidental property damage at Wolf Creek. If losses incurred at any of the nuclear plants insured under the NEIL policies exceed premiums, reserves, and other NEIL resources, the Company may be subject to retrospective assessments of approximately $11 million per year. Although the Company maintains various insurance policies to provide coverage for potential losses and liabilities resulting from an accident or an extended outage, the Company's insurance coverage may not be adequate to cover the costs that could result from a catastrophic accident or extended outage at Wolf Creek. Any substantial losses not covered by insurance, to the extent not recoverable through rates, would have a material adverse effect on the Company's financial position and results of operations. Clean Air Act: The Clean Air Act Amendments of 1990 (the Act) require a two-phase reduction in certain emissions. To meet the monitoring and reporting requirements under the acid rain program, the Company installed continuous monitoring and reporting equipment at a total cost of approximately $2.3 million by the December 31, 1995 deadline. The Company expects some additional equipment acquisitions and other expenditures to be needed to meet Phase II sulfur dioxide requirements. Current estimated costs for Phase II are approximately $5 million. The nitrogen oxides and toxic limits, which were not set in the law, were proposed by the EPA in January 1996. The Company is currently evaluating the steps it will need to take in order to comply with the proposed new rules, but is unable to determine its compliance options or related compliance costs until the evaluation is finished later this year. The Company will have three years to comply with the new rules. Fuel Commitments: To supply a portion of the fuel requirements for its generating plants, the Company has entered into various commitments to obtain nuclear fuel, coal, and natural gas. Some of these contracts contain provisions for price escalation and minimum purchase commitments. At December 31, 1995, WCNOC's nuclear fuel commitments (Company's share) were approximately $15.3 million for uranium concentrates expiring at various times through 2001, $120.8 million for enrichment expiring at various times through 2014, and $72.7 million for fabrication through 2025. At December 31, 1995, the Company's coal and natural gas contract commitments in 1995 dollars under the remaining terms of the contracts were $643 million. The largest coal contract expires in 2020, with the remaining coal contracts expiring at various times through 2013. Energy Act: As part of the 1992 Energy Policy Act, a special assessment is being collected from utilities for a uranium enrichment, decontamination, and decommissioning fund. The Company's portion of the assessment for Wolf Creek is approximately $7 million, payable over 15 years. Management expects such costs to be recovered through the ratemaking process. 3. INCOME TAXES Total income tax expense included in the Statements of Income reflects the Federal statutory rate of 35 percent. The Federal statutory rate produces effective income tax rates of 29.7% and 30.1% for the three month periods, 25.6% and 30.1% for the six month periods, and 30.6% and 33.1% for the twelve month periods ended June 30, 1996 and 1995, respectively. The effective income tax rates vary from the Federal statutory rate due to the permanent differences, including the amortization of investment tax credits, and accelerated amortization of certain deferred income taxes. 4. RATE MATTERS AND REGULATION KCC Rate Proceedings: On August 17, 1995, the Company filed with the KCC a request to more rapidly recover its investment in its assets of Wolf Creek over the next seven years. The request involved acceleration of depreciation of Wolf Creek by $50 million for each of the next seven years. The Company sought to reduce electric rates for its customers by approximately $8.7 million annually for the seven year period. The Company also requested to extend the service life of certain of its transmission and distribution assets for both the Company's and KPL's electric jurisdictions. On May 23, 1996, the Company implemented the first $8.7 million reduction on an interim basis. On July 25, 1996, the KCC Staff, Western Resources, and the Company entered into an agreement whereby its rates would be reduced an additional $37.3 million and the current interim $8.7 million rate reduction would become permanent upon final order in the proceeding. Other provisions of the agreement include an $8.7 million annual KPL electric rate reduction upon final order, a $10 million annual KGE rate reduction at January 1, 1998, and a five year incentive rate mechanism requiring all regulated earnings in excess of a 12% regulatory return on equity to be shared 50/50 between customers and shareholders. The agreement specifies that the plan and electric rates will remain in place five years subject to changes necessary to reflect the effect of laws and/or edicts, or other material changes in circumstances which have a substantial net impact upon the Company's utility operations or revenues. On August 9, 1996, Western Resources, the Company, and the KCC Staff were joined by the Citizens Utility Ratepayers Board and the City of Wichita, Kansas in filing a motion to the KCC to approve the agreement. On April 15, 1996, Western Resources filed an application with the KCC requesting an order approving its proposal to merge with KCPL and for other related relief. On July 29, 1996, Western Resources filed its First Amended Application with the KCC in its proceeding for approval to merge with KCPL. The amended application reflected the increase in Western Resources' offer for KCPL from $28 to $31 per share and proposed an incentive rate mechanism requiring all regulated earnings in excess of the merged Company's 12.61% return on equity to be split among customers, shareholders, and additional depreciation on Wolf Creek. 5. WESTERN RESOURCES' PROPOSED MERGER WITH KANSAS CITY POWER & LIGHT COMPANY On April 14, 1996, in a letter to Mr. A. Drue Jennings, Chairman of the Board, President and Chief Executive Officer of Kansas City Power & Light Company (KCPL), Western Resources proposed an offer to merge with KCPL. On April 22, 1996, KCPL's Board of Directors rejected the Western Resources' proposal and announced its intention to proceed with a merger agreement entered into on January 19, 1996 with UtiliCorp United Inc. (UCU). Following the rejection of the April 14 offer, Western Resources filed proxy materials with the SEC for use in soliciting proxies from KCPL shareholders against the approval of the UCU/KCPL merger. Western Resources believes its offer is financially superior for KCPL shareholders and is actively seeking to have KCPL shareholders vote against the proposed UCU/KCPL merger. On April 22, 1996, Western Resources announced its intention to commence an offer to exchange shares of Western Resources common stock for each KCPL share (the Offer) and filed with the SEC a registration statement on Form S-4 relating to such exchange offer. On July 3, the registration statement became effective and on July 8, exchange offer materials were mailed to KCPL shareholders. The number of shares of Western Resources common stock to be delivered per KCPL share pursuant to the initial Offer would have been equal to the quotient (rounded to the nearest 1/100,000) determined by dividing $28 by the average of the high and low sales prices of Western Resources common stock on the New York Stock Exchange for each of the twenty consecutive trading days ending with the second trading day immediately preceding the expiration of the Offer (the Exchange Ratio), provided that the Exchange Ratio would not have been less than 0.833 nor greater than 0.985. On May 6, 1996, Western Resources announced a change in the terms of the Offer so that the Exchange Ratio would not be less than 0.91 nor greater than 0.985, and presented the new offer to the KCPL Board. On June 17, 1996, Western Resources raised its Offer to $31 from $28 with an exchange ratio of 0.933 to 1.1 shares of Western Resources common stock for each KCPL common share. The increased Offer, which remains a stock-for-stock transaction, is valued at $1.9 billion. On June 24, 1996, KCPL's Board of Directors also rejected this offer. KCPL shareholders were scheduled to vote on the UCU/KCPL merger at their annual shareholders' meeting on May 22, 1996. On May 20, 1996, KCPL announced that it had reached a restructured merger agreement with UCU and canceled the May 22, 1996 vote. The vote on the new transaction was scheduled for an August 7, 1996, special shareholder meeting. On May 20, 1996 KCPL also filed suit against Western Resources and a KCPL shareholder in the Federal District Court for the Western District of Missouri (the Court) for a declaratory order, among other things, determining that the restructured transaction was legal pursuant to Missouri law, that its adoption was not a breach of fiduciary duty, and that a simple majority of shares voted would be required to approve the transaction rather than the vote of two-thirds of all outstanding shares required for approval of the original proposal. On August 2, 1996, the Court denied KCPL's request with respect to the requisite vote, holding a two-thirds vote of outstanding shares would be required to approve the restructured transaction. As a result, KCPL postponed the special shareholder meeting until August 16, 1996. According to KCPL's quarterly report on Form 10-Q for the quarter ended June 30, 1996, there were issued and outstanding 61,902,083 shares of KCPL common stock. Western Resources intends to acquire, after consummation of the Offer, the remaining KCPL shares pursuant to a merger of Western Resources and KCPL (the Merger). Western Resources has filed applications with the KCC and Missouri Public Service Commission seeking approval of the Merger. Western Resources will also need approval from the FERC and the NRC. See Note 4 for discussion of rate proceedings. Western Resources' proposal is designed to qualify as a pooling of interests for financial reporting purposes. Under this method, the recorded assets and liabilities of Western Resources and KCPL would be carried forward at historical amounts to a combined balance sheet. Prior period operating results and statements of financial position, cash flows and capitalization would be restated to effect the combination for all periods presented. KCPL is a public utility company engaged in the generation, transmission, distribution, and sale of electricity to approximately 430,000 customers in western Missouri and eastern Kansas. KCPL and Western Resources have joint interests in certain electric generating assets, including Wolf Creek. Completion of the Offer and the Merger are subject to various conditions, including approvals from shareholders, regulatory and other governmental agencies. The merger proposal contains certain analyses and statements with respect to the financial condition, results of operations and business of the Company following the consummation of the Offer and the Merger, including statements relating to the cost savings that will be realized from the Merger. Such analyses and statements include forward looking statements with respect to, among other things: (1) expected cost savings from the Merger; (2) normal weather conditions; (3) future national and regional economic and competitive conditions; (4) inflation rates; (5) regulatory treatment; (6) future financial market conditions; (7) interest rates; (8) future business decisions; and (9) other uncertainties, which though considered reasonable by the Company, are beyond the Company's control and difficult to predict. KANSAS GAS AND ELECTRIC COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Item 7 of the Company's Annual Report on Form 10-K for 1995. The following updates certain information provided in the 1995 Form 10-K, and analyzes the changes in the results of operations between the three, six and twelve month periods ended June 30, 1996 and comparable periods of 1995. FINANCIAL CONDITION General: The Company had net income of $17.3 million and $33.0 million for the three and six months ended June 30, 1996 compared to $19.6 million and $37.4 million for the same periods in 1995, respectively. The decreases in net income were primarily due to the amortization of the acquisition adjustment as a result of the Merger and higher operating expenses, resulting from Wolf Creek's eighth refueling outage during the first quarter of 1996. An increase in net generation due to customer demand for air conditioning load during the second quarter of 1996 also contributed to higher operating expenses. These higher expenses offset the increases in sales and revenues the Company experienced during the three and six months ended June 30, 1996 as compared to the same periods of 1995. Net income for the twelve months ended June 30, 1996, of $106.4 million, increased slightly from net income of $105.1 million for the comparable period of 1995. The increase was primarily due to increased interchange (sales to other utilities) and residential sales as a result of warmer spring temperatures as compared to last year. Liquidity and Capital Resources: All 1,000 shares of the Company's common stock are held by Western Resources. The Company's short-term financing requirements are satisfied through short-term bank loans and borrowings under unsecured lines of credit maintained with banks. At June 30, 1996, short-term borrowing amounted to $250 million compared to $50 million at December 31, 1995. During the second quarter of 1996, the Company increased its borrowings against the accumulated cash surrender values of the corporate-owned life insurance policies by $42.5 million and received $1.8 million from increased borrowings on Wolf Creek Nuclear Operating Company policies. OPERATING RESULTS The following discussion explains variances for the three, six and twelve months ended June 30, 1996, to the comparable periods of 1995. Revenues: The Company's revenues vary with levels of usage as a result of changing weather conditions during comparable periods and are sensitive to seasonal fluctuations between consecutive periods. Future electric sales will continue to be affected by weather conditions, competing fuel sources, wholesale demand, and the overall economy of the Company's service area. The following table reflects changes in electric sales for the three, six and twelve months ended June 30, 1996 from the comparable periods of 1995. Increase in electric sales volumes: 3 Months 6 Months 12 Months Ended Ended Ended Residential 22.8% 15.9% 12.8% Commercial 9.5% 7.5% 5.1% Industrial 1.8% 2.6% 4.2% Total Retail 9.3% 7.5% 6.9% Wholesale & Interchange 117.4% 61.5% 30.5% Total electric sales 25.2% 15.8% 10.3% Revenues for the three and six months ended June 30, 1996, of $163.0 million and $308.1 million, increased approximately thirteen and nine percent from revenues of $144.7 million and $283.3 million for the comparable periods of 1995, respectively. These increases are largely due to increased residential and interchange sales as a result of warmer spring temperatures experienced during the second quarter of 1996 compared to 1995. The Company's service territory experienced a 129% increase in the number of cooling degree days during the second quarter of 1996, as compared to the second quarter of 1995 and a 31% higher than normal number of cooling degree days. Revenues for the twelve months ended June 30, 1996, increased approximately six percent to $648.6 million from revenues of $611.6 million for the comparable period of 1995. The increase can also be attributed to increased interchange and residential sales as a result of warmer spring temperatures as discussed above. Operating Expenses: Total operating expenses increased nineteen and twelve percent for the three and six months ended June 30, 1996, respectively, compared to the same periods of 1995. The increases are primarily attributable to the amortization of the acquisition adjustment and increased fuel, purchased power and other operating expenses due to Wolf Creek being off-line for its eight refueling and maintenance outage. Also contributing to the increases in fuel and operating expenses was the increase in net generation due to increase in demand for air conditioning load from residential customers during the spring months of 1996. Total operating expenses increased approximately nine percent for the twelve months ended June 30, 1996 compared to the same period of 1995. The increase was due to the amortization of the acquisition adjustment and Wolf Creek's refueling outage mentioned above. The amortization of the acquisition adjustment, which began in August 1995, amounted to $5.0 million, $10.0 million and $16.7 million for the three, six and twelve months ended June 30, 1996, respectively. Other Income and Deductions: Other income and deductions, net of taxes, increased for the three and six months ended June 30, 1996, compared to the same periods of 1995 primarily as a result of the reclassification of income taxes applicable to the amortization of acquisition adjustment. Other income and deductions, net of taxes, increased to $11.3 million for the twelve months ended June 30, 1996 from $6.1 million for the twelve months ended June 30, 1995. The increase was primarily due to receipt of death benefit proceeds under COLI contracts during the fourth quarter of 1995. Interest Expense: Interest expense increased thirteen percent and seven percent for the three and six months ended June 30, 1996, compared to the same periods of 1995, respectively. These increases are attributable to higher interest expense on short-term debt during the second quarter of 1996. Interest expense for the twelve months ended June 30, 1996, remained virtually unchanged, compared to the same period of 1995. An increase in allowance for funds used during construction (AFUDC) charges due to a higher AFUDC rate and the impact of increased COLI borrowings which reduce the need for other long-term debt and thereby reducing interest expense were offset by the increase in short-term debt interest expense. OTHER INFORMATION Amortization: In accordance with the KCC order relating to the acquisition of the Company by Western Resources, amortization of the acquisition adjustment commenced in August 1995. The amortization will amount to approximately $20 million (pre-tax) per year for 40 years. Western Resources and the Company can recover the amortization of the acquisition adjustment through cost savings under a sharing mechanism approved by the KCC. KANSAS GAS AND ELECTRIC COMPANY Part II Other Information Item 4. Submission of Matters to a Bote of Security Holders Information required by Item 4 is omitted pursuant to General Instruction H(2)(b) to Form 10-Q. Item 5. Other Information Proposed Merger of Western Resources with Kansas City Power & Light Company: See Note 2 of the Notes to Financial Statements. Rate Plans: See Note 4 of the Notes to Financial Statements. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges for 12 Months Ended June 30, 1996 (filed electronically) Exhibit 27 - Financial Data Schedule (filed electronically) (b) Reports on Form 8-K: None 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. KANSAS GAS AND ELECTRIC COMPANY August 14, 1996 By /s/ Richard D. Terrill Richard D. Terrill Secretary, Treasurer and General Counsel
 

UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT JUNE 30, 1996 AND THE STATEMENT OF INCOME AND THE STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 6-MOS DEC-31-1996 JUN-30-1996 PER-BOOK 2,608,104 36,975 371,910 365,360 0 3,382,349 1,065,634 0 103,396 1,169,030 0 0 684,006 250,000 0 0 0 0 0 0 1,279,313 3,382,349 308,072 11,337 234,915 251,579 56,493 3,149 59,642 26,689 32,953 0 32,953 50,000 23,299 54,986 0 0
                                                                   Exhibit 12

                    KANSAS GAS AND ELECTRIC COMPANY
          Computations of Ratio of Earnings to Fixed Charges
                        (Dollars in Thousands)
Unaudited Twelve Months Ended June 30, 1996 1995 1994 1993 Net Income. . . . . . . . . . . . . $106,387 $110,873 $104,526 $108,103 Taxes on Income . . . . . . . . . . 47,003 51,787 55,349 46,896 Net Income Plus Taxes. . . . . 153,390 162,660 159,875 154,999 Fixed Charges: Interest on Long-Term Debt. . . . 46,821 47,073 47,827 53,908 Interest on Other Indebtedness. . 6,947 5,190 5,183 6,075 Interest on Corporate-owned Life Insurance Borrowings . . . 27,594 25,357 20,990 11,865 Interest Applicable to Rentals. . 25,370 25,375 25,096 24,967 Total Fixed Charges . . . . . 106,732 102,995 99,096 96,815 Earnings (1). . . . . . . . . . . . $260,122 $265,655 $258,971 $251,814 Ratio of Earnings to Fixed Charges. 2.44 2.58 2.61 2.60 1992 Pro Forma April 1 | January 1 1992 (2) to Dec. 31 | to March 31 1991 (Successor) |(Predecessor) Net Income. . . . . . . . . . . . . $ 77,981 $ 71,941 | $ 6,040 $ 53,602 Taxes on Income . . . . . . . . . . 20,378 23,551 | (3,173) 15,955 Net Income Plus Taxes. . . . . 98,359 95,492 | 2,867 69,557 | Fixed Charges: | Interest on Long-Term Debt. . . . 57,862 42,889 | 14,973 59,668 Interest on Other Indebtedness. . 15,121 11,777 | 3,344 17,838 Interest on Corporate-owned | Life Insurance Borrowings . . . 7,155 5,294 | 1,861 7,304 Interest Applicable to Rentals. . 30,212 22,133 | 8,079 32,193 Total Fixed Charges . . . . . 110,350 82,093 | 28,257 117,003 | Earnings (1). . . . . . . . . . . . $208,709 $177,585 | $ 31,124 $186,560 | Ratio of Earnings to Fixed Charges. 1.89 2.16 | 1.10 1.59 (1) Earnings are deemed to consist of net income to which has been added income taxes (including net deferred investment tax credit) and fixed charges. Fixed charges consist of all interest on indebtedness, amortization of debt discount and expense, and the portion of rental expense which represents an interest factor. (2) The pro forma information for the year ended December 31, 1992 was derived by combining the historical information of the three month period ended March 31, 1992 (Predecessor) and the nine month period ended December 31, 1992 (Successor). No purchase accounting adjustments were made for periods prior to the Merger in determining pro forma amounts because such adjustments would be immaterial. (See Note 1 of Notes to Financial Statements)