<PAGE> 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 the Quarterly Period Ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File Number 1-7414
NORTHWEST PIPELINE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 87-0269236
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
295 Chipeta Way
Salt Lake City, Utah 84108
-----------------------------------------------------
(Address of principal executive offices and Zip Code)
(801) 583-8800
----------------------------------------------------
(Registrant's telephone number, including area code)
No Change
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 9, 1995
- --------------------------- --------------------------
Common stock, $1 par value 1,000 shares
The registrant meets the conditions set forth in General Instruction (H)(1)(a)
and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
<PAGE> 2
NORTHWEST PIPELINE CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements -
Statement of Income, three months
ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . 1
Balance Sheet as of March 31, 1995 and
December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Cash Flows, three
months ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 7
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NORTHWEST PIPELINE CORPORATION
STATEMENT OF INCOME
(Unaudited)
================================================================================
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------
1995 1994
------------ ------------
(Thousands)
<S> <C> <C>
OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . . . $ 59,073 $ 64,686
------------ ------------
OPERATING EXPENSES:
Amortization of contract reformation costs . . . . . . . . . - 4,053
Operation . . . . . . . . . . . . . . . . . . . . . . . . . 19,720 18,154
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 1,780 1,242
Depreciation and amortization . . . . . . . . . . . . . . . 7,690 7,277
Taxes, other than income taxes . . . . . . . . . . . . . . . 3,476 3,485
------------ ------------
32,666 34,211
------------ ------------
Operating income . . . . . . . . . . . . . . . . . . . 26,407 30,475
------------ ------------
OTHER INCOME - net . . . . . . . . . . . . . . . . . . . . . . 839 410
------------ ------------
INTEREST CHARGES:
Interest on long-term debt . . . . . . . . . . . . . . . . . 7,333 7,628
Other interest . . . . . . . . . . . . . . . . . . . . . . . 1,320 2,793
Allowance for borrowed funds used during construction . . . (435) (236)
------------ ------------
8,218 10,185
------------ ------------
INCOME BEFORE INCOME TAXES . . . . . . . . . . . . . . . . . . 19,028 20,700
PROVISION FOR INCOME TAXES . . . . . . . . . . . . . . . . . . 6,450 7,806
------------ ------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,578 $ 12,894
============ ============
CASH DIVIDENDS ON COMMON STOCK . . . . . . . . . . . . . . . . $ - $ 18,000
============ ============
</TABLE>
- ---------------------
See accompanying notes.
- 1 -
<PAGE> 4
NORTHWEST PIPELINE CORPORATION
BALANCE SHEET
================================================================================
ASSETS
<TABLE>
<CAPTION>
March 31,
1995 December 31,
(Unaudited) 1994
------------ ------------
(Thousands)
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT, at cost . . . . . . . . . . . . . $1,272,508 $1,264,539
Less - Accumulated depreciation and amortization . . . . . . . 504,210 497,075
------------ ------------
768,298 767,464
Construction work in progress . . . . . . . . . . . . . . . . 47,997 43,429
------------ ------------
816,295 810,893
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . 622 1,818
Advances to parent . . . . . . . . . . . . . . . . . . . . . . 35,263 11,909
Accounts receivable -
Trade . . . . . . . . . . . . . . . . . . . . . . . . . . 29,119 35,578
Affiliated companies . . . . . . . . . . . . . . . . . . 905 2,055
Gas stored underground (principally at average cost) . . . . . 5,520 8,354
Materials and supplies (principally at average cost) . . . . . 10,987 10,826
Exchange gas due from others . . . . . . . . . . . . . . . . . 7,616 6,821
Costs recoverable through rate adjustments . . . . . . . . . . 6,770 2,148
Deferred income taxes . . . . . . . . . . . . . . . . . . . . 2,368 2,368
Prepayments and other . . . . . . . . . . . . . . . . . . . . 4,269 2,795
------------ ------------
103,439 84,672
------------ ------------
OTHER ASSETS:
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . 22,691 23,207
------------ ------------
$ 942,425 $ 918,772
============ ============
</TABLE>
- ---------------------
See accompanying notes.
- 2 -
<PAGE> 5
NORTHWEST PIPELINE CORPORATION
BALANCE SHEET
================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
March 31,
1995 December 31,
(Unaudited) 1994
------------ ------------
(Thousands)
<S> <C> <C>
CAPITALIZATION:
Common stockholder's equity -
Common stock, par value $1 per share;
authorized and outstanding, 1,000 shares . . . . . . . . $ 1 $ 1
Additional paid-in capital . . . . . . . . . . . . . . . . 262,440 262,440
Retained earnings . . . . . . . . . . . . . . . . . . . . 177,114 164,536
------------ ------------
439,555 426,977
Long-term debt, less current maturities . . . . . . . . . . . 296,048 297,705
------------ ------------
735,603 724,682
------------ ------------
CURRENT LIABILITIES:
Current maturities of long-term debt . . . . . . . . . . . . . 8,591 8,591
Accounts payable -
Trade . . . . . . . . . . . . . . . . . . . . . . . . . . 11,285 15,301
Affiliated companies . . . . . . . . . . . . . . . . . . . 301 371
Accrued liabilities -
Income taxes . . . . . . . . . . . . . . . . . . . . . . . 8,156 1,779
Taxes, other than income taxes . . . . . . . . . . . . . . 9,025 6,724
Interest . . . . . . . . . . . . . . . . . . . . . . . . . 12,680 11,890
Employee costs . . . . . . . . . . . . . . . . . . . . . . 7,021 6,950
Exchange gas due to others . . . . . . . . . . . . . . . . 14,815 11,007
Reserve for estimated rate refunds . . . . . . . . . . . . 45,395 39,998
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 2,826 2,704
------------ ------------
120,095 105,315
------------ ------------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . 76,155 78,183
------------ ------------
OTHER DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . . . 10,572 10,592
------------ ------------
CONTINGENT LIABILITIES AND COMMITMENTS . . . . . . . . . . . . .
------------ ------------
$942,425 $918,772
============ ============
</TABLE>
- ---------------------
See accompanying notes.
- 3 -
<PAGE> 6
NORTHWEST PIPELINE CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
================================================================================
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------
1995 1994
------------ ------------
(Thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,578 $ 12,894
Adjustments to reconcile to cash provided by operations -
Depreciation and amortization . . . . . . . . . . . . . . 7,690 7,277
Provision (credit) for deferred income taxes . . . . . . (2,028) 1,368
Amortization of deferred charges and credits . . . . . . 250 254
Allowance for equity funds used during construction . . . (474) (115)
Increase (decrease) from changes in:
Accounts receivable . . . . . . . . . . . . . . . . . . 6,814 6,326
Inventory . . . . . . . . . . . . . . . . . . . . . . . 2,673 7,783
Other current assets . . . . . . . . . . . . . . . . . (6,096) 4,470
Other assets and deferred charges . . . . . . . . . . . (30) (104)
Accounts payable . . . . . . . . . . . . . . . . . . . 545 (6,620)
Other current liabilities . . . . . . . . . . . . . . . 15,058 8,021
Other deferred credits . . . . . . . . . . . . . . . . 286 -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (31) -
------------ ------------
Net cash provided by operating activities . . . . . . . . . 37,235 41,554
------------ ------------
INVESTING ACTIVITIES:
Property, plant and equipment -
Capital expenditures . . . . . . . . . . . . . . . . . . (12,564) (12,635)
Asset removal cost . . . . . . . . . . . . . . . . . . . (23) (406)
Changes in accounts payable . . . . . . . . . . . . . . . (823) (1,163)
Advances to parent . . . . . . . . . . . . . . . . . . . . . (23,354) (31,728)
------------ ------------
Net cash used by investing activities . . . . . . . . . . . (36,764) (45,932)
------------ ------------
FINANCING ACTIVITIES:
Principal payments on long-term debt . . . . . . . . . . . . (1,667) (1,667)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . - (18,000)
------------ ------------
Net cash used by financing activities . . . . . . . . . . . (1,667) (19,667)
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . (1,196) (24,045)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . 1,818 24,675
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . $ 622 $ 630
============ ============
</TABLE>
- ---------------------
See accompanying notes.
- 4 -
<PAGE> 7
NORTHWEST PIPELINE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
================================================================================
(1) GENERAL
The accompanying, unaudited interim financial statements of Northwest
Pipeline Corporation ("Pipeline"), included herein, have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations; however,
Pipeline believes that the disclosures made are adequate to make the
information presented not misleading. In the opinion of Pipeline, all
adjustments, which include only normal operating adjustments, have been made to
present fairly the financial position of Pipeline as of March 31, 1995 and
December 31, 1994, and the results of operations and cash flows for the three
month periods ended March 31, 1995 and 1994. The results of operations for the
periods presented are not necessarily indicative of the results for the
respective complete years. It is suggested that these condensed financial
statements be read in conjunction with the statements and the notes thereto
included in Pipeline's 1994 Annual Report Form 10-K.
Cash payments for interest were $6.9 million and $7.2 million, net of
$.4 million and $.2 million of interest capitalized, in the three month periods
ended March 31, 1995 and 1994, respectively.
Net cash payments made to The Williams Companies, Inc. ("Williams") for
income taxes were $2.1 million in the three month period ended March 31, 1995.
No payments were made in the three month period ended March 31, 1994.
(2) LONG-TERM DEBT AND BANKING ARRANGEMENTS
Pipeline shared in a $600 million Revolving Credit Agreement with
Williams and two affiliated companies during 1994 and the first two months of
1995. Pipeline's maximum borrowing availability, subject to prior borrowing
by other affiliated companies, was $300 million, none of which was used by
Pipeline during 1994 or the first two months of 1995. Interest rates varied
with current market conditions. Any borrowings by Pipeline are not guaranteed
by Williams and are based on Pipeline's financial need and credit worthiness.
The agreement contained restrictions which limited, under certain
circumstances, the issuance of additional debt, the attachment of liens on any
assets and any change of ownership of Pipeline. Effective February 23, 1995,
this agreement was renegotiated to an $800 million Revolving Credit Agreement
with Williams and three affiliated companies, with Pipeline's maximum borrowing
availability, subject to prior borrowing by the other affiliated companies,
increasing to $400 million, none of which was used by Pipeline during the final
month of the first quarter of 1995.
(3) CONTINGENT LIABILITIES AND COMMITMENTS
Contract Reformation and Gas Supply Contract Issues
Pursuant to FERC policy, Pipeline filed to recover a portion of contract
reformation costs through direct bills to former sales customers and through
surcharges to transportation as well as sales commodity rates. The total
amount of contract reformation costs authorized by FERC to be collected by
Pipeline by means of a direct bill mechanism was $34 million. All amounts have
been recovered at December 31, 1994.
- 5 -
<PAGE> 8
NORTHWEST PIPELINE CORPORATION
NOTES TO FINANCIAL STATEMENTS - Continued
(Unaudited)
================================================================================
FERC initially approved Pipeline's use of a mechanism to direct bill
Pipeline's contract reformation costs, but when challenged on appeal, sought a
remand to reassess its order concerning the billing mechanism. Pipeline has
received an order from FERC that requires Pipeline to reallocate such contract
reformation costs using a different method. Although reallocation will likely
require refunds of certain amounts, it is expected that Pipeline will be
permitted to recover substantially all of these costs from other customers.
Pending Rate Case
On April 1, 1993, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed October 1, 1992. On July
28, 1994, Pipeline received an initial decision from an Administrative Law
Judge ("ALJ") on this rate case. This decision will be considered by the FERC
prior to its issuance of a final order. Pipeline has raised exceptions with
the FERC to the ALJ decision and is awaiting the FERC's final order. Pipeline
believes the outcome of the final order is not likely to have a significant
effect on net income.
On November 1, 1994, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed April 29, 1994. This new
filing seeks a revenue increase for a projected deficiency caused by increased
costs and the impact of a transportation contract terminated subsequent to the
rate case filed on October 1, 1992.
Other Legal Matters
In addition to the foregoing, various other proceedings are pending
against Pipeline incidental to its operations.
Summary of Contingent Liabilities
Management believes that the ultimate resolution of the foregoing
matters, after consideration of amounts accrued, insurance coverage or other
indemnification arrangements, will not have a materially adverse effect upon
Pipeline's net income, balance sheet or cash flow in the future.
- 6 -
<PAGE> 9
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations
This analysis discusses financial results of Pipeline's operations for
the quarters ended March 31, 1995 and 1994.
RESULTS OF OPERATIONS
Quarter Ended March 31, 1995 vs. Quarter Ended March 31, 1994
Operating revenues decreased $5.6 million, or 9%, due primarily to the
absence of contract reformation surcharges which were terminated March 31,
1994. Contract reformation surcharges during the first quarter of 1994 were
$6.3 million. Significant variances due to changes in price and volume no
longer impact revenues, because under its straight-fixed-variable rate design
methodology, the bulk of Pipeline's overall cost of service is recovered
through a fixed demand charge in its transportation rate.
Pipeline's transportation service accounted for 94% of operating
revenues for both the first quarters of 1995 and 1994. Of that 94%, Pipeline's
firm transportation service accounted for 98% and 96% in the first quarters of
1995 and 1994, respectively. The remaining 2% and 4% for each period,
respectively, represented interruptible transportation service. Additionally,
4% and 5% of revenues represented gas storage service for the first quarters of
1995 and 1994, respectively.
Operating expenses decreased $1.5 million, or 5%, due to the $4.1
million absence of amortization of contract reformation costs. This was
partially offset by a $1.6 million increase in operation costs, a $.5 million
increase in maintenance costs and a $.4 million depreciation and amortization
expense increase.
Operating income decreased $4.1 million, or 13%, primarily due to the
absence of contract reformation surcharge revenues, increased operation,
maintenance and depreciation and amortization expense, partially offset by the
absence of contract reformation amortization expense.
Other income increased $.4 million, or 105%, primarily due to an
increase in the allowance for equity funds used during construction associated
with the start of Pipeline's second mainline expansion and other construction
projects.
Interest on long-term debt decreased $.3 million as the result of
retiring the current portion of certain debt obligations in 1994. Other
interest expense decreased $1.5 million primarily due to the absence of
deferred carrying costs on contract reformation. The allowance for borrowed
funds used during construction increased $.2 million reflecting the start of
the second mainline expansion project.
- 7 -
<PAGE> 10
FINANCIAL CONDITION AND LIQUIDITY
Pipeline anticipates 1995 capital expenditures will total approximately
$164.5 million, of which $12.6 million has been expended through March 31,
1995. Funds necessary to complete capital projects are expected to come from
several sources, including Pipeline's operations and the return of funds
previously advanced to Williams. In addition, Pipeline expects to be able to
obtain financing, when necessary, on reasonable terms. To allow flexibility in
the timing of issuance of long-term securities, financing may be provided on an
interim basis with bank debt and from sources discussed below.
Pipeline believes that strong economies in the Pacific Northwest and the
growing preference for natural gas in response to environmental concerns
support future expansions of its mainline capacity. In August 1993, Pipeline
filed applications for FERC approval to build additional mainline expansions
totaling 360 MMcf of gas per day of system capacity. In order to assure
unneeded incremental capacity was not constructed, in March 1994 Pipeline
allowed expansion shippers to reduce their contracted level of service. Many
of the expansion shippers were able to obtain needed service through readily
available firm segmented capacity releases under FERC Order No. 636 that
Pipeline implemented on November 1, 1993 and opted to reduce their contracted
level of service. As a result, Pipeline filed an amended certificate reducing
the expansions to 164 MMcf of gas per day of increased system capacity. On
April 19, 1995 FERC issued the certificates of public convenience and necessity
authorizing construction and operation of these expansion projects. Since
April 19, 1995 another major customer has exercised an option to reduce their
contracted capacity. Therefore, Pipeline again plans to file for another
amended certificate before July 1995 to reduce the expansions to 162 MMcf of
gas per day of increased system capacity at an estimated cost of $105.2 million
to be in service by the end of 1995. Other opportunities include the
construction of $15 million of lateral and meter station expansions to meet
existing customer's shifting demand patterns under Order No. 636.
Pipeline shared in a $600 million Revolving Credit Agreement with
Williams and two affiliated companies during 1994 and the first two months of
1995. Pipeline's maximum borrowing availability, subject to prior borrowing
by other affiliated companies, was $300 million, none of which was used by
Pipeline during 1994 or the first two months of 1995. Interest rates varied
with current market conditions. Any borrowings by Pipeline are not guaranteed
by Williams and are based on Pipeline's financial need and credit worthiness.
The agreement contained restrictions which limited, under certain
circumstances, the issuance of additional debt, the attachment of liens on any
assets and any change of ownership of Pipeline. Effective February 23, 1995,
this agreement was renegotiated to an $800 million Revolving Credit Agreement
with Williams and three affiliated companies, with Pipeline's maximum borrowing
availability, subject to prior borrowing by the other affiliated companies,
increasing to $400 million, none of which was used by Pipeline during the final
month of the first quarter of 1995.
Pipeline has also arranged various uncommitted lines-of-credit at market
interest rates. Pipeline's credit facilities are subject to Pipeline's
continued credit worthiness.
- 8 -
<PAGE> 11
OTHER
Pipeline owns and operates an interstate natural gas pipeline system,
including facilities for mainline transmission and gas storage. Pipeline's
transmission and storage activities are subject to regulation by the FERC under
the Natural Gas Act of 1938 and under the Natural Gas Policy Act of 1978, and,
as such, its rates and charges for the transportation of natural gas in
interstate commerce, the extension, enlargement or abandonment of its
jurisdictional facilities, and its accounting, among other things, are subject
to regulation.
Pipeline is also subject to the National Environmental Policy Act and
other federal and state legislation regulating the environmental aspects of its
business. Management believes that Pipeline is in substantial compliance with
existing environmental requirements. Pipeline believes that, with respect to
any capital expenditures required to meet applicable standards and regulations,
FERC would grant the requisite rate relief so that, for the most part, such
expenditures and a return thereon would be permitted to be recovered. Pipeline
believes that compliance with applicable environmental requirements is not
likely to have a material effect upon Pipeline's earnings, cash flow or
competitive position.
On April 1, 1993, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed October 1, 1992. On July
28, 1994, Pipeline received an initial decision from an ALJ on this rate case.
This decision will be considered by the FERC prior to its issuance of a final
order. Pipeline has raised exceptions with the FERC to the ALJ decision and is
awaiting the FERC's final order. Since Pipeline has already reserved for the
expected FERC decision, Pipeline believes the outcome of the final order is not
likely to have a significant effect on either net income or future cash flows.
On November 1, 1994, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed April 29, 1994. This new
filing seeks a revenue increase for a projected deficiency caused by increased
costs and loss of cost recovery assigned to a transportation contract
terminated subsequent to the rate case filed on October 1, 1992.
The following table summarizes volumes and average rates for the periods
indicated:
<TABLE>
<CAPTION>
Quarter Ended March 31,
--------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Total Gas volumes throughput (TBtu) 208 175
Average Daily Transportation Volumes (TBtu) 2.3 1.9
Average Daily Firm Reserve Capacity (TBtu) 2.4 2.4
</TABLE>
- 9 -
<PAGE> 12
PART II. OTHER INFORMATION
The information required by items in Part II is omitted because the
items are inapplicable, the answer is negative or substantially the same
information is included elsewhere in this report or has been previously
reported by the Registrant.
- 10 -
<PAGE> 13
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.
NORTHWEST PIPELINE CORPORATION
--------------------------------
Registrant
By: /s/ Curtis C. Kennedy
--------------------------------
Curtis C. Kennedy
Controller
(Duly Authorized Officer and
Chief Accounting Officer)
Date: May 9, 1995
- 11 -
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 622
<SECURITIES> 0
<RECEIVABLES> 30,024
<ALLOWANCES> 0
<INVENTORY> 16,507
<CURRENT-ASSETS> 103,439
<PP&E> 1,272,508
<DEPRECIATION> 504,210
<TOTAL-ASSETS> 942,425
<CURRENT-LIABILITIES> 120,095
<BONDS> 296,048
<COMMON> 1
0
0
<OTHER-SE> 439,554
<TOTAL-LIABILITY-AND-EQUITY> 942,425
<SALES> 0
<TOTAL-REVENUES> 59,073
<CGS> 0
<TOTAL-COSTS> 32,666
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,218
<INCOME-PRETAX> 19,028
<INCOME-TAX> 6,450
<INCOME-CONTINUING> 12,578
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,578
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
