<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 June 30, 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)
<TABLE>
<S> <C>
DELAWARE 87-0269236
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
295 Chipeta Way
Salt Lake City, Utah 84158-0900
-----------------------------------------------------
(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.
<TABLE>
<S> <C>
Class Outstanding at August 11, 1995
- -------------------------- ------------------------------
Common stock, $1 par value 1,000 shares
</TABLE>
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 and six months
ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Balance Sheet as of June 30, 1995 and
December 31, 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Cash Flows, six
months ended June 30, 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 Six Months Ended
June 30, June 30,
---------------------- -----------------------
1995 1994 1995 1994
-------- -------- -------- --------
(Thousands)
<S> <C> <C> <C> <C>
OPERATING REVENUES . . . . . . . . . . . . . . . . $ 59,052 $ 57,816 $118,125 $122,502
-------- -------- -------- --------
OPERATING EXPENSES:
Amortization of contract reformation costs . . . - - - 4,053
Operation . . . . . . . . . . . . . . . . . . . . 18,803 18,671 38,523 36,825
Maintenance . . . . . . . . . . . . . . . . . . . 2,104 2,019 3,884 3,261
Depreciation and amortization . . . . . . . . . . 7,605 7,261 15,295 14,538
Taxes, other than income taxes . . . . . . . . . 3,243 3,192 6,719 6,677
-------- -------- -------- --------
31,755 31,143 64,421 65,354
-------- -------- -------- --------
Operating income . . . . . . . . . . . . . . . 27,297 26,673 53,704 57,148
-------- -------- -------- --------
OTHER INCOME - net . . . . . . . . . . . . . . . . 903 1,255 1,742 1,665
-------- -------- -------- --------
INTEREST CHARGES:
Interest on long-term debt . . . . . . . . . . . 7,228 7,505 14,561 15,133
Other interest . . . . . . . . . . . . . . . . . 1,568 998 2,888 3,791
Allowance for borrowed funds used during
construction . . . . . . . . . . . . . . . . . (667) (287) (1,102) (523)
-------- -------- -------- --------
8,129 8,216 16,347 18,401
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES . . . . . . . . . . . . 20,071 19,712 39,099 40,412
PROVISION FOR INCOME TAXES . . . . . . . . . . . . 4,472 7,430 10,922 15,236
-------- -------- -------- --------
NET INCOME . . . . . . . . . . . . . . . . . . . . $ 15,599 $ 12,282 $ 28,177 $ 25,176
======== ======== ======== ========
CASH DIVIDENDS ON COMMON STOCK . . . . . . . . . . $ - $ 12,000 $ - $ 30,000
======== ======== ======== ========
</TABLE>
_________________________________
See accompanying notes.
- 1 -
<PAGE> 4
NORTHWEST PIPELINE CORPORATION
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
==============================================================================================================
ASSETS
June 30, December 31,
1995 1994
---------- ----------
(Thousands)
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT, at cost . . . . . . . . . . $1,264,989 $1,264,539
Less - Accumulated depreciation and amortization . . . . 505,816 497,075
---------- ----------
759,173 767,464
Construction work in progress . . . . . . . . . . . . . . 69,150 43,429
---------- ----------
828,323 810,893
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . 547 1,818
Advances to parent . . . . . . . . . . . . . . . . . . . 20,585 11,909
Accounts receivable -
Trade . . . . . . . . . . . . . . . . . . . . . . . . 35,399 35,578
Affiliated companies . . . . . . . . . . . . . . . . . 1,124 2,055
Gas stored underground (principally at average cost) . . 5,700 8,354
Materials and supplies (principally at average cost) . . 11,114 10,826
Exchange gas due from others . . . . . . . . . . . . . . 8,920 6,821
Costs recoverable through rate adjustments . . . . . . . 8,418 2,148
Deferred income taxes . . . . . . . . . . . . . . . . . . 16,722 2,368
Prepayments and other . . . . . . . . . . . . . . . . . . 6,989 2,795
---------- ----------
115,518 84,672
---------- ----------
OTHER ASSETS:
Deferred charges . . . . . . . . . . . . . . . . . . . . 22,937 23,207
---------- ----------
$ 966,778 $ 918,772
========== ==========
</TABLE>
____________________________
See accompanying notes.
- 2 -
<PAGE> 5
NORTHWEST PIPELINE CORPORATION
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
============================================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
June 30, December 31,
1995 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 . . . . . . . . . . . . . . . . . . . . 187,172 164,536
-------- --------
449,613 426,977
Long-term debt, less current maturities . . . . . . . . . . . 287,209 297,705
-------- --------
736,822 724,682
-------- --------
CURRENT LIABILITIES:
Current maturities of long-term debt . . . . . . . . . . . . . 8,591 8,591
Accounts payable -
Trade . . . . . . . . . . . . . . . . . . . . . . . . . . 13,586 15,301
Affiliated companies . . . . . . . . . . . . . . . . . . . 1,406 371
Accrued liabilities -
Income taxes . . . . . . . . . . . . . . . . . . . . . . . - 1,779
Taxes, other than income taxes . . . . . . . . . . . . . . 8,039 6,724
Interest . . . . . . . . . . . . . . . . . . . . . . . . . 13,691 11,890
Employee costs . . . . . . . . . . . . . . . . . . . . . . 6,650 6,950
Exchange gas due to others . . . . . . . . . . . . . . . . 16,449 11,007
Reserves for estimated rate refunds . . . . . . . . . . . 50,157 39,998
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 3,028 2,704
-------- --------
121,597 105,315
-------- --------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . 98,210 78,183
-------- --------
OTHER DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . . . 10,149 10,592
-------- --------
CONTINGENT LIABILITIES AND COMMITMENTS . . . . . . . . . . . . .
-------- --------
$966,778 $918,772
======== ========
</TABLE>
____________________________
See accompanying notes.
- 3 -
<PAGE> 6
NORTHWEST PIPELINE CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------
1995 1994
-------- --------
(Thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 28,177 $ 25,176
Adjustments to reconcile to cash provided by operations -
Depreciation and amortization . . . . . . . . . . . . . . . . 15,295 14,538
Provision for deferred income taxes . . . . . . . . . . . . . 5,673 2,867
Amortization of deferred charges and credits . . . . . . . . 450 672
Changes in receivables sold . . . . . . . . . . . . . . . . . - 18,000
Allowance for equity funds used during construction . . . . . (1,054) (526)
Increase (decrease) from changes in:
Accounts receivable . . . . . . . . . . . . . . . . . . . . (1,663) 7,810
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . 2,366 5,272
Other current assets . . . . . . . . . . . . . . . . . . . (9,790) 5,360
Other assets and deferred charges . . . . . . . . . . . . . (770) (2,421)
Accounts payable . . . . . . . . . . . . . . . . . . . . . (15,533) (7,065)
Other current liabilities . . . . . . . . . . . . . . . . . 11,520 4,370
Other deferred credits . . . . . . . . . . . . . . . . . . 166 (1)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45) 5
-------- --------
Net cash provided by operating activities . . . . . . . . . . . 34,792 74,057
-------- --------
INVESTING ACTIVITIES:
Property, plant and equipment -
Capital expenditures . . . . . . . . . . . . . . . . . . . . (36,932) (23,129)
Asset removal costs . . . . . . . . . . . . . . . . . . . . . (235) (1,208)
Changes in accounts payable . . . . . . . . . . . . . . . . . 20,295 (3,613)
Advances to parent . . . . . . . . . . . . . . . . . . . . . . (8,676) (27,396)
-------- --------
Net cash used by investing activities . . . . . . . . . . . . . (25,548) (55,346)
-------- --------
FINANCING ACTIVITIES:
Principal payments on long-term debt . . . . . . . . . . . . . (10,515) (13,015)
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . - (30,000)
-------- --------
Net cash used by financing activities . . . . . . . . . . . . . (10,515) (43,015)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . (1,271) (24,304)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . 1,818 24,675
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . $ 547 $ 371
======== ========
</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 June 30, 1995 and
December 31, 1994, the results of operations for the three and six months ended
June 30, 1995 and 1994, and cash flows for the six months ended June 30, 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 $13.6 million and $14.7 million, net of
$1.1 million and $.5 million of interest capitalized, in the six month periods
ended June 30, 1995 and 1994, respectively.
Net cash payments made to The Williams Companies, Inc. ("Williams") for
income taxes were $7.7 million and $11.2 million in the six month periods ended
June 30, 1995 and 1994, respectively.
(2) RETAINED EARNINGS
Noncash Dividends
On May 1, 1995, Pipeline transferred an aircraft, net of associated
deferred income tax liabilities, to Williams by dividend. This asset, which is
not included in the accompanying balance sheet as of June 30, 1995, had a net
book value of $5.5 million.
(3) LONG-TERM DEBT AND BANKING ARRANGEMENTS
On May 31, 1995, Pipeline called $1.9 million of its outstanding 9.25%
Series C Debentures, due 2006 under terms of the optional prepayment provisions
in the debenture agreement. No early redemption premium was required. The
prepayment was in addition to the scheduled May 31, 1995 sinking fund payments
of $5 million for the 9% Series B and $1.9 million for the 9.25% Series C.
Pipeline shares in an $800 million Revolving Credit Agreement with
Williams and three affiliated companies. Pipeline's maximum borrowing
availability, subject to prior borrowing by other affiliated companies, is $400
million, none of which was used by Pipeline at June 30, 1995. Interest rates
vary with current market conditions. The agreement contains restrictions which
limit, under certain circumstances, the issuance of additional debt, the
attachment of liens on any assets and any change of ownership of Pipeline. Any
borrowings by Pipeline using this agreement are not guaranteed by Williams and
are based on Pipeline's financial need and credit worthiness.
- 5 -
<PAGE> 8
NORTHWEST PIPELINE CORPORATION
NOTES TO FINANCIAL STATEMENTS - Continued
(Unaudited)
================================================================================
(4) CONTINGENT LIABILITIES AND COMMITMENTS
Pending Rate Cases
On April 1, 1993, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed October 1, 1992. On May
31, 1995, Pipeline received a favorable order from the Federal Energy
Regulatory Commission ("FERC") on this rate case. A number of parties have
sought rehearing on the rate of return on equity and various other issues.
While the favorable order by the FERC could result in reversal to income of a
portion of the reserve for estimated rate refunds, no adjustment has been made
at this time pending a review of the rehearing requests.
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 and other
indemnification arrangements, will not have a materially adverse effect upon
Pipeline's future financial position, results of operations, and future cash
flow requirements.
- 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 and six month periods ended June 30, 1995 and 1994.
RESULTS OF OPERATIONS
Quarter Ended June 30, 1995 vs. Quarter Ended June 30, 1994
Operating revenues increased $1.2 million, or 2%, due primarily to
increased rates put into effect on November 1, 1994. Variances due to changes
in price and volume no longer significantly 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 92% and 94% of operating
revenues for 1995 and 1994, respectively. Of those amounts, Pipeline's firm
transportation service accounted for 99% and 98% of 1995 and 1994,
respectively. The remaining 1% and 2% for each period, respectively,
represented interruptible transportation service. Additionally, 4% and 5% of
operating revenues represented gas storage service for 1995 and 1994,
respectively.
Operating expenses increased $.6 million, or 2%, primarily due to slight
increases in operation costs, maintenance costs, depreciation and amortization,
and taxes other than income taxes.
Operating income increased $.6 million, or 2%, primarily due to
increased rates put into effect on November 1, 1994, partially offset by slight
increases in operation costs, maintenance costs, depreciation and amortization,
and taxes other than income taxes.
Other interest expense increased $.6 million due to an increase in
interest on revenues which are subject to refund. The allowance for borrowed
funds used during construction increased $.4 million reflecting the start of
another mainline expansion project.
Six Months Ended June 30, 1995 vs. Six Months Ended June 30, 1994
Operating revenues decreased $4.4 million, or 4%, due primarily to the
absence of contract reformation surcharges which terminated March 31, 1994,
partially offset by increased rates put into effect on November 1, 1994.
Variances due to changes in price and volume no longer significantly 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 93% and 94% of operating
revenues for the periods ended June 1995 and 1994, respectively. Of those
amounts, Pipeline's firm transportation service accounted for 98% and 99%,
respectively. The remaining 2% and 1% for each period, respectively,
represented interruptible transportation service. Additionally, 4% and 5% of
operating revenues represented gas storage service for the periods ended June
1995 and 1994, respectively.
- 7 -
<PAGE> 10
Operating expenses decreased $.9 million, or 1%, primarily due to the
absence of amortization of contract reformation costs. This was partially
offset by a $1.7 million increase in operation expenses, a $.6 million increase
in maintenance costs and a $.8 million increase in depreciation and
amortization.
Operating income decreased $3.4 million, or 6%, primarily due to the
absence of contract reformation surcharge revenues, increased operation,
maintenance, and depreciation and amortization expenses, partially offset by
the absence of contract reformation amortization expense.
Other income increased $.1 million, or 5%, 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.
Other interest expense decreased $.9 million principally due to the
absence of deferred carrying costs on contract reformation. The allowance for
borrowed funds used during construction increased $.6 million reflecting the
start of another mainline expansion project.
The following table summarizes annual volumes and average daily volumes
for the periods indicated:
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1995 1994
---- ----
<S> <C> <C>
Total Gas volumes throughput (TBtu) 397 329
Average Daily Transportation Volumes (TBtu) 2.2 1.8
Average Daily Firm Reserved Capacity (TBtu) 2.4 2.4
</TABLE>
FINANCIAL CONDITION AND LIQUIDITY
Pipeline anticipates 1995 capital expenditures will total approximately
$174.6 million, of which $37 million has been expended through June 30, 1995.
Funds necessary to complete capital projects are expected to come from several
sources, including Pipeline's operations and available cash. 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 is reducing the expansions to 144 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 which are estimated to cost
approximately $106 million.
On May 31, 1995, Pipeline called $1.9 million of its outstanding 9.25%
Series C Debentures, due 2006 under terms of the optional prepayment provisions
in the debenture agreement. No early redemption premium was required. The
prepayment was in addition to the scheduled May 31, 1995 sinking fund payments
of $5 million for the 9% Series B and $1.9 million for the 9.25% Series C.
- 8 -
<PAGE> 11
Pipeline shares in an $800 million Revolving Credit Agreement with
Williams and three affiliated companies. Pipeline's maximum borrowing
availability, subject to prior borrowing by other affiliated companies, is $400
million, none of which was used by Pipeline at June 30, 1995. Interest rates
vary with current market conditions. The agreement contains restrictions which
limit, under certain circumstances, the issuance of additional debt, the
attachment of liens on any assets and any change of ownership of Pipeline. Any
borrowings by Pipeline using this agreement are not guaranteed by Williams and
are based on Pipeline's financial need and credit worthiness.
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.
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 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 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 May
31, 1995, Pipeline received a favorable order from the FERC on this rate case.
A number of parties have sought rehearing on the rate of return on equity and
various other issues. While the favorable order by the FERC could result in
reversal to income of a portion of the reserve for estimated rate refunds, no
adjustment has been made at this time pending a review of the rehearing
requests.
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.
- 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: August 11, 1995
- 11 -
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 547
<SECURITIES> 0
<RECEIVABLES> 36,523
<ALLOWANCES> 0
<INVENTORY> 16,814
<CURRENT-ASSETS> 101,164
<PP&E> 1,264,989
<DEPRECIATION> 505,816
<TOTAL-ASSETS> 952,424
<CURRENT-LIABILITIES> 121,597
<BONDS> 287,209
<COMMON> 1
0
0
<OTHER-SE> 449,612
<TOTAL-LIABILITY-AND-EQUITY> 952,424
<SALES> 0
<TOTAL-REVENUES> 118,125
<CGS> 0
<TOTAL-COSTS> 64,421
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,347
<INCOME-PRETAX> 39,099
<INCOME-TAX> 10,922
<INCOME-CONTINUING> 28,177
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,177
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
