<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, 1996
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 13, 1996
- ---------------------------------------- ---------------------------
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, 1996 and 1995 . . . . . . . . . . . . . . . . . 1
Balance Sheet as of March 31, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Cash Flows, three
months ended March 31, 1996 and 1995 . . . . . . . . . . . . . 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,
-----------------------------
1996 1995
-----------------------------
(Thousands)
<S> <C> <C>
OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . . . $ 67,584 $ 59,073
-------- --------
OPERATING EXPENSES:
Operation . . . . . . . . . . . . . . . . . . . . . . . . . 20,215 19,720
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 2,118 1,780
Depreciation and amortization . . . . . . . . . . . . . . . 8,769 7,690
Taxes, other than income taxes . . . . . . . . . . . . . . . 3,994 3,476
-------- --------
35,096 32,666
-------- --------
Operating income . . . . . . . . . . . . . . . . . . . 32,488 26,407
-------- --------
OTHER INCOME - net . . . . . . . . . . . . . . . . . . . . . . 783 839
-------- --------
INTEREST CHARGES:
Interest on long-term debt . . . . . . . . . . . . . . . . . 8,608 7,333
Other interest . . . . . . . . . . . . . . . . . . . . . . . 866 1,320
Allowance for borrowed funds used during construction . . . (23) (435)
-------- --------
9,451 8,218
-------- --------
INCOME BEFORE INCOME TAXES . . . . . . . . . . . . . . . . . . 23,820 19,028
PROVISION FOR INCOME TAXES . . . . . . . . . . . . . . . . . . 8,642 6,450
-------- --------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,178 $ 12,578
======== ========
CASH DIVIDENDS ON COMMON STOCK . . . . . . . . . . . . . . . . $ 7,000 $ -
======== ========
</TABLE>
- ------------------------------
See accompanying notes.
- 1 -
<PAGE> 4
NORTHWEST PIPELINE CORPORATION
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
March 31,
1996 December 31,
(Unaudited) 1995
----------- ------------
(Thousands)
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT, at cost . . . . . . . . . . . . . $ 1,444,031 $ 1,402,437
Less - Accumulated depreciation and amortization . . . . . . . (526,531) (518,780)
----------- -----------
917,500 883,657
Construction work in progress . . . . . . . . . . . . . . . . 4,664 31,040
----------- -----------
922,164 914,697
----------- -----------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . 545 570
Advances to parent . . . . . . . . . . . . . . . . . . . . . . 43,987 41,215
Accounts receivable -
Trade . . . . . . . . . . . . . . . . . . . . . . . . . . 34,826 36,773
Affiliated companies . . . . . . . . . . . . . . . . . . 1,194 1,234
Materials and supplies (principally at average cost) . . . . . 11,294 11,065
Exchange gas due from others . . . . . . . . . . . . . . . . . 10,712 9,390
Costs recoverable through rate adjustments . . . . . . . . . . 2,010 5,951
Income taxes receivable . . . . . . . . . . . . . . . . . . . - 4,480
Deferred income taxes . . . . . . . . . . . . . . . . . . . . 16,104 17,729
Prepayments and other . . . . . . . . . . . . . . . . . . . . 7,838 6,286
----------- -----------
128,510 134,693
----------- -----------
OTHER ASSETS:
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . 25,182 26,177
----------- -----------
$ 1,075,856 $ 1,075,567
=========== ===========
</TABLE>
- ------------------------------
See accompanying notes.
- 2 -
<PAGE> 5
NORTHWEST PIPELINE CORPORATION
BALANCE SHEET
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
March 31,
1996 December 31,
(Unaudited) 1995
------------ ------------
(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 . . . . . . . . . . . . . . . . . . . . 205,197 197,019
------------- -------------
467,638 459,460
Long-term debt, less current maturities . . . . . . . . . . . 370,235 372,228
------------- -------------
837,873 831,888
------------- -------------
CURRENT LIABILITIES:
Current maturities of long-term debt . . . . . . . . . . . . . 8,591 8,591
Accounts payable -
Trade . . . . . . . . . . . . . . . . . . . . . . . . . . 11,291 30,033
Affiliated companies . . . . . . . . . . . . . . . . . . . 2,584 423
Accrued liabilities -
Income taxes . . . . . . . . . . . . . . . . . . . . . . . 2,129 -
Taxes, other than income taxes . . . . . . . . . . . . . . 6,851 4,404
Interest . . . . . . . . . . . . . . . . . . . . . . . . . 14,589 12,752
Employee costs . . . . . . . . . . . . . . . . . . . . . . 7,713 6,873
Exchange gas due to others . . . . . . . . . . . . . . . . 12,006 14,630
Reserve for estimated rate refunds . . . . . . . . . . . . 47,097 43,883
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 9,961 7,228
------------- -------------
122,812 128,817
------------- -------------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . 106,263 105,855
OTHER DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . . . . 8,908 9,207
------------- -------------
CONTINGENT LIABILITIES AND COMMITMENTS $ 1,075,856 $ 1, 075,567
============= =============
</TABLE>
- ------------------------------
See accompanying notes.
- 3 -
<PAGE> 6
NORTHWEST PIPELINE CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------
1996 1995
--------- ---------
(Thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,178 $ 12,578
Adjustments to reconcile to cash provided by operations -
Depreciation and amortization . . . . . . . . . . . . . . 8,769 7,690
Provision (credit) for deferred income taxes . . . . . . 2,033 (2,028)
Amortization of deferred charges and credits . . . . . . 86 250
Allowance for equity funds used during construction . . . (29) (474)
Increase (decrease) from changes in:
Accounts receivable . . . . . . . . . . . . . . . . . . 5,145 6,814
Inventory . . . . . . . . . . . . . . . . . . . . . . . (229) 2,673
Other current assets . . . . . . . . . . . . . . . . . 2,389 (6,096)
Other assets and deferred charges . . . . . . . . . . . 286 (30)
Accounts payable . . . . . . . . . . . . . . . . . . . (7,918) 545
Other current liabilities . . . . . . . . . . . . . . . 13,200 15,058
Other deferred credits . . . . . . . . . . . . . . . . (2) 286
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (12) (31)
----------- ------------
Net cash provided by operating activities . . . . . . . . . 38,896 37,235
----------- ------------
INVESTING ACTIVITIES:
Property, plant and equipment -
Capital expenditures . . . . . . . . . . . . . . . . . . (15,621) (12,564)
Asset removal cost . . . . . . . . . . . . . . . . . . . (307) (23)
Changes in accounts payable . . . . . . . . . . . . . . . (11,554) (823)
Advances to parent . . . . . . . . . . . . . . . . . . . . . (2,772) (23,354)
----------- ------------
Net cash used by investing activities. . . . . . . . . . . . (30,254) (36,764)
----------- ------------
FINANCING ACTIVITIES:
Principal payments on long-term debt . . . . . . . . . . . . (1,667) (1,667)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . (7,000) -
----------- ------------
Net cash used by financing activities . . . . . . . . . . . (8,667) (1,667)
----------- ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . (25) (1,196)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . 570 1,818
----------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . $ 545 $ 622
=========== ============
</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, 1996 and
December 31, 1995, and the results of operations and cash flows for the three
month periods ended March 31, 1996 and 1995. 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 1995 Annual Report Form 10-K.
Cash payments for interest were $7.3 million and $6.9 million, net of
interest capitalized, in the three month periods ended March 31, 1996 and 1995,
respectively.
No payments were made to The Williams Companies, Inc. ("Williams") for
income taxes in the three month period ended March 31, 1996. Net cash payments
made were $2.1 million in the three month period ended March 31, 1995.
(2) LONG-TERM DEBT AND BANKING ARRANGEMENTS
Pipeline shares in a $800 million Revolving Credit Agreement with
Williams and four 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 March 31, 1996. 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. Additionally, on September 14, 1995, Pipeline
filed a registration statement for issuance of up to $150 million in public
debt securities; and on November 30, 1995, $85 million was issued.
(3) ADOPTION OF ACCOUNTING STANDARD
Effective January 1, 1996, Pipeline adopted Statement of Financial
Accounting Standards No. 121, "Accounting for Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." Adoption of the standard had no
effect on Pipeline's financial position or results of operations.
- 5 -
<PAGE> 8
NORTHWEST PIPELINE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(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.
Pipeline has adjusted its reserve accruals in the accompanying financial
statements to reflect the favorable order from the FERC.
On November 1, 1994, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed April 29, 1994. This
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. On November 14, 1995, Pipeline filed an
uncontested settlement proposal with the FERC. The settlement resolves
substantially all the issues in this rate case. The FERC approved the
Settlement in a Letter Order dated February 14, 1996 and no rehearing petitions
were filed with respect to that order. Pipeline has adjusted its reserve
accruals in the accompanying financial statements to reflect the settlement.
On February 1, 1996, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed August 1, 1995. This rate
case is set for hearing in the fall of 1996. The filing seeks a revenue
increase for increases in rate base related primarily to the mainline expansion
facilities placed into service December 1, 1995, increased operating costs
primarily associated with an increase in headquarters office rent and increased
depreciation expense.
Significant Litigation
In October 1995, Pipeline received a judge's order following a non-jury
trial involving claims arising from a transportation agreement of a former
customer. In the decision which was amended in January 1996, it was held that
Pipeline was liable to the former customer in the amount of $5.3 million, plus
interest. Although Pipeline recorded a charge to "other expenses" in the third
quarter 1995, Pipeline is appealing the decision.
Other Legal and Regulatory 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 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 ended March 31, 1996 and 1995.
RESULTS OF OPERATIONS
Quarter Ended March 31, 1996 vs. Quarter Ended March 31, 1995
Operating revenues increased $8.5 million, or 14%, due primarily to
increased transportation rates effective February 1, 1996, resulting from the
completion of Pipeline's mainline expansion in December of 1995. Two other
items also affecting revenues were an increase of $4.1 million for the February
1996 settlement of previous rate cases offset by $3.9 million for a potential
fuel refund for volumes that have been disallowed by the FERC. Variances due
to changes in price and volume no longer have a significant impact on revenues,
because under its straight-fixed-variable rate design methodology, the majority
of Pipeline's overall cost of service is recovered through fixed demand charges
in its transportation rates.
Pipeline's transportation service accounted for 94% of operating
revenues for both the first quarters of 1996 and 1995. Of those amounts,
Pipeline's firm transportation service accounted for 99.9% and 98% in the first
quarters of 1996 and 1995, respectively. The remaining .1% and 2% for each
period, respectively, represented interruptible transportation service.
Additionally, 4% of revenues represented gas storage service for both the first
quarters of 1996 and 1995, respectively.
Operating expenses increased $2.4 million, or 7%, due primarily to
Pipeline's mainline expansion which increased maintenance costs, depreciation
and amortization and taxes, other than income taxes by increasing property
values. Operation costs increased due primarily to the increase in
headquarters office rent.
Operating income increased $6.1 million, or 23%, primarily due to the
completion of Pipeline's mainline expansion, partially offset by the increased
costs associated with that expansion and the increase in the headquarters
office rent.
Interest on long-term debt increased $1.3 million as the result of the
issuance of $85 million in debentures during the fourth quarter of 1995.
The following table summarizes year-to-date volumes and average daily
volumes for the periods indicated:
<TABLE>
<CAPTION>
Quarter Ended March 31,
------------------------------
1996 1995
--------- ----------
<S> <C> <C>
Total Gas volumes throughput (TBtu) 237 208
Average Daily Transportation Volumes (TBtu) 2.6 2.3
Average Daily Firm Reserve Capacity (TBtu) 2.6 2.4
</TABLE>
FINANCIAL CONDITION AND LIQUIDITY
Pipeline anticipates 1996 capital expenditures will total approximately $79.1
million, of which $15.6 million has been expended through March 31, 1996. 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
timeing of issuance of long-term securities, financing may be provided on an
iterim basis with bank debt and from sources discussed below.
-7-
<PAGE> 10
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, although no significant
expansions are in the development stage at the present time.
Pipeline shares in a $800 million Revolving Credit Agreement with
Williams and four 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 March 31, 1996. 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. Additionally, on September 14, 1995, Pipeline
filed a registration statement for issuance of up to $150 million in public
debt securities; and on November 30, 1995, $85 million was issued.
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, 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.
The Financial Accounting Standards Board has issued a new accounting
standard, FAS No. 123 "Accounting for Stock- Based Compensation," effective for
fiscal years beginning after December 15, 1995. As provided for in the
standard, Pipeline will not adopt the recognition provisions and will provide
the pro forma net income and earnings-per-share disclosure required by the
standard in its 1996 annual financial statements.
Pipeline currently follows Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees." Under this standard, because the
exercise price of Williams' fixed plan common stock options equals the market
price of the underlying stock on the date of the grant, no compensation expense
is recognized.
In November 1995, Pipeline and Transwestern Pipeline Company entered
into an agreement for the sale by Pipeline to Transwestern of a 77.7% undivided
ownership interest in the south end of Pipeline's transmission line from
Ignacio, Colorado to Blanco, New Mexico. Transwestern will pay Pipeline at
closing 77.7% of the net book value of the South End facilities estimated to be
$21 million plus 77.7% of the cost of certain modifications necessary to
separate the operation of the South End facilities from Pipeline's mainline
estimated to be $4.9 million. The parties executed a letter of intent as of
September 22, 1995, and expect to close the sale when each has received
appropriate board approvals. On April 29, 1996, Pipeline did receive from the
FERC an order approving the abandonment and sale of the facilities to
Transwestern. Pipeline is satisfied with the order and will not seek a
rehearing. Closing is expected to be during the third or fourth quarter of
1996.
- 8 -
<PAGE> 11
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 FERC on this rate case. A
number of parties have sought rehearing on the rate of return on equity and
various other issues. Pipeline has adjusted its reserve accruals in the
accompanying financial statements to reflect the favorable order from the FERC.
On November 1, 1994, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed April 29, 1994. This
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. On November 14, 1995, Pipeline filed an
uncontested settlement proposal with the FERC. The settlement resolves
substantially all the issues in this rate case. The FERC approved the
Settlement in a Letter Order dated February 14, 1996 and no rehearing petitions
were filed with respect to that order. Pipeline has adjusted its reserve
accruals in the accompanying financial statements to reflect the settlement.
On February 1, 1996, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed August 1, 1995. This rate
case is set for hearing in the fall of 1996. The filing seeks a revenue
increase for increases in rate base related primarily to the mainline expansion
facilities placed into service December 1, 1995, increased operating costs
primarily associated with an increase in headquarters office rent and increased
depreciation expense.
- 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 and Treasurer
(Duly Authorized Officer and
Chief Financial Officer)
Date: May 13, 1996
- 11 -
<PAGE> 14
EXHIBIT INDEX
Exhibit
-------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 545
<SECURITIES> 0
<RECEIVABLES> 36,020
<ALLOWANCES> 0
<INVENTORY> 11,294
<CURRENT-ASSETS> 128,510
<PP&E> 1,448,695
<DEPRECIATION> 526,531
<TOTAL-ASSETS> 1,075,865
<CURRENT-LIABILITIES> 122,812
<BONDS> 370,235
<COMMON> 1
0
0
<OTHER-SE> 467,637
<TOTAL-LIABILITY-AND-EQUITY> 1,075,856
<SALES> 0
<TOTAL-REVENUES> 67,584
<CGS> 0
<TOTAL-COSTS> 35,096
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,451
<INCOME-PRETAX> 23,820
<INCOME-TAX> 8,642
<INCOME-CONTINUING> 15,178
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,178
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
