<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, 1998
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.
<TABLE>
<CAPTION>
Class Outstanding at May 12, 1998
- -------------------------- ---------------------------
<S> <C>
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> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements -
Consolidated Statements of Income, three months
ended March 31, 1998 and 1997..................................................... 1
Consolidated Balance Sheets as of March 31, 1998 and
December 31, 1997 ................................................................ 2
Consolidated Statements of Cash Flows, three
months ended March 31, 1998 and 1997 ............................................. 4
Notes to Consolidated Financial Statements .......................................... 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ....................................... 8
PART II. OTHER INFORMATION................................................................ 10
</TABLE>
Certain matters discussed in this report, excluding historical information,
include forward-looking statements. Although Northwest Pipeline Corporation
believes such forward-looking statements are based on reasonable assumptions, no
assurance can be given that every objective will be reached. Such statements are
made in reliance on the "safe harbor" protections provided under the Private
Securities Reform Act of 1995. Additional information about issues that could
lead to material changes in performance is contained in Northwest Pipeline
Corporation's annual report on Form 10-K.
ii
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NORTHWEST PIPELINE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
================================================================================
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1998 1997
-------- --------
(Thousands)
<S> <C> <C>
OPERATING REVENUES .............................................. $ 71,218 $ 67,206
-------- --------
OPERATING EXPENSES:
General and administrative ................................... 11,845 12,418
Operation and maintenance .................................... 8,267 8,940
Depreciation and amortization ................................ 13,099 11,989
Taxes, other than income taxes ............................... 3,763 4,418
-------- --------
36,974 37,765
-------- --------
Operating income ........................................ 34,244 29,441
-------- --------
OTHER INCOME - net .............................................. 1,247 783
-------- --------
INTEREST CHARGES:
Interest on long-term debt ................................... 7,214 8,369
Other interest ............................................... 2,599 1,285
Allowance for borrowed funds used during construction ........ (71) (215)
-------- --------
9,742 9,439
-------- --------
INCOME BEFORE INCOME TAXES ...................................... 25,749 20,785
PROVISION FOR INCOME TAXES ...................................... 9,559 6,292
-------- --------
NET INCOME ...................................................... $ 16,190 $ 14,493
======== ========
CASH DIVIDENDS ON COMMON STOCK .................................. $ 12,000 $ 8,763
======== ========
</TABLE>
- -------------------
See accompanying notes.
- 1 -
<PAGE> 4
NORTHWEST PIPELINE CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
================================================================================
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------- ------------
(Thousands)
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT, at cost ..................... $1,483,191 $1,471,027
Less - Accumulated depreciation and amortization ........ 581,797 570,521
---------- ----------
901,394 900,506
Construction work in progress ........................... 14,657 18,819
---------- ----------
916,051 919,325
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents ............................... 221 627
Advances to parent ...................................... 86,030 71,823
Accounts receivable -
Trade .............................................. 18,522 26,873
Affiliated companies ............................... 1,537 668
Materials and supplies (principally at average cost) .... 10,656 10,619
Exchange gas due from others ............................ 8,134 12,859
Deferred income taxes ................................... 23,923 25,867
Prepayments and other ................................... 1,685 2,597
---------- ----------
150,708 151,933
---------- ----------
OTHER ASSETS:
Deferred charges ........................................ 54,046 54,181
---------- ----------
$1,120,805 $1,125,439
========== ==========
</TABLE>
----------
See accompanying notes.
- 2 -
<PAGE> 5
NORTHWEST PIPELINE CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------- ------------
(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 .......................... 262,844 262,844
Retained earnings ................................... 166,807 162,617
---------- ----------
429,652 425,462
Long-term debt, less current maturities ................. 406,425 408,287
---------- ----------
836,077 833,749
---------- ----------
CURRENT LIABILITIES:
Current maturities of long-term debt .................... 1,667 1,667
Accounts payable -
Trade ............................................... 9,939 14,934
Affiliated companies ................................ 6,876 15,456
Accrued liabilities -
Taxes, other than income taxes ...................... 6,529 4,044
Interest ............................................ 24,318 17,227
Employee costs ...................................... 5,551 8,103
Exchange gas due to others .......................... 5,486 9,650
Costs refundable through rate adjustments ........... 3,337 2,766
Reserve for estimated rate refunds .................. 77,352 74,083
Other ............................................... 7,562 8,705
---------- ----------
148,617 156,635
---------- ----------
DEFERRED INCOME TAXES ...................................... 128,252 126,801
---------- ----------
OTHER DEFERRED CREDITS ..................................... 7,859 8,254
---------- ----------
CONTINGENT LIABILITIES AND COMMITMENTS......................
---------- ----------
$1,120,805 $1,125,439
========== ==========
</TABLE>
----------
See accompanying notes.
- 3 -
<PAGE> 6
NORTHWEST PIPELINE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
================================================================================
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1998 1997
-------- --------
(Thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income ................................................... $ 16,190 $ 14,493
Adjustments to reconcile to cash provided by operations -
Depreciation and amortization ............................. 13,099 11,989
Provision for deferred income taxes ....................... 3,395 2,051
Amortization of deferred charges and credits .............. 170 (392)
Sale of receivables ....................................... -- 10,000
Allowance for equity funds used during construction ....... (111) (199)
Increase (decrease) from changes in:
Accounts receivable and exchange gas due from others .... 12,207 (1,217)
Inventory ............................................... (37) (5,020)
Other current assets .................................... 1,483 9,889
Other assets and deferred charges ....................... (295) 4,869
Accounts payable and exchange gas due to others ......... (17,035) (2,962)
Other accrued liabilities ............................... 9,151 15,689
Other deferred credits .................................. (111) 1,426
Other ..................................................... (7) (112)
-------- --------
Net cash provided by operating activities .................... 38,099 60,504
-------- --------
INVESTING ACTIVITIES:
Property, plant and equipment -
Capital expenditures ...................................... (10,942) (15,030)
Proceeds from sales ....................................... 1,234 --
Asset removal cost ........................................ -- (10)
Changes in accounts payable ............................... (704) (9,713)
Advances to parent ........................................... (14,207) (24,920)
-------- --------
Net cash used by investing activities ........................ (24,619) (49,673)
-------- --------
FINANCING ACTIVITIES:
Principal payments on long-term debt ......................... (1,867) (1,667)
Premium on early retirement of long-term debt ................ (19) --
Dividends paid ............................................... (12,000) (8,763)
-------- --------
Net cash used by financing activities ........................ (13,886) (10,430)
-------- --------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS .................................................. (406) 401
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................ 627 240
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ...................... $ 221 $ 641
======== ========
</TABLE>
----------
See accompanying notes.
- 4 -
<PAGE> 7
NORTHWEST PIPELINE CORPORATION
NOTES TO CONSOLIDATED 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, 1998 and December 31, 1997, and
the results of operations and cash flows for the three month periods ended March
31, 1998 and 1997. 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 1997 Annual Report
Form 10-K.
Effective May 1, 1997, Pipeline became a wholly-owned subsidiary of
Williams Interstate Natural Gas Systems, Inc., which is a wholly-owned
subsidiary of The Williams Companies, Inc. ("Williams"). Prior to May 1, 1997,
Pipeline was a wholly-owned subsidiary of Williams.
Cash payments for interest were $1.8 million and $7 million, net of
interest capitalized, in the three month periods ended March 31, 1998 and 1997,
respectively.
No payments were made to Williams for income taxes in the three month
periods ended March 31, 1998 and 1997.
(2) BASIS OF PRESENTATION
The financial position of Pipeline as of March 31, 1998 and December 31,
1997 and the results of operations and cash flows for the three month periods
ended March 31, 1998 and 1997 include the operating results of NWP Enterprises
("Enterprises") a wholly owned subsidiary of Pipeline, since its incorporation
on January 2, 1997.
(3) LONG-TERM DEBT AND BANKING ARRANGEMENTS
Pipeline shares in a $1 billion Revolving Credit Facility 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, 1998. Interest rates vary with
current market conditions. The Facility 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 under this Facility 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.
(4) CONTINGENT LIABILITIES AND COMMITMENTS
Pending Rate Cases
On April 1, 1993, Pipeline began collecting new rates, subject to
refund, under its rate case filed October 1, 1992 ("1993 Rate Case"). On May 31,
1995, Pipeline received an order from the Federal Energy Regulatory Commission
("FERC") on this rate case, which among other issues, supported an equity rate
of return of 13.2 percent. In a further order issued on July 19, 1996, FERC
required an Administrative Law Judge ("ALJ") to reconsider the long-term growth
component of the equity rate of return formula, and upheld its May 31, 1995
decision on all other issues. On October 22, 1996, the ALJ issued an initial
decision which recommended an equity rate of return of 11.62 percent. Pipeline
took exception to this decision before the FERC. On June 11,
- 5 -
<PAGE> 8
NORTHWEST PIPELINE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
================================================================================
1997, the FERC issued an order revising its approved equity rate of return to
12.59 percent based on a new policy for industry-wide application that requires
the use of forecasts of growth in the gross domestic product as the long-term
growth component of the rate of return formula. On July 11, 1997, Pipeline and
several parties in the case sought rehearing of the June 11 rate of return on
equity decision, seeking to have the FERC reconsider various aspects of its new
rate of return on equity policy. On October 16, 1997, the FERC issued an opinion
denying rehearing and reaffirming its previous policy pronouncements concerning
rate of return on equity, but convened a conference on January 30, 1998 to
consider, on an industry-wide basis, issues with respect to pipeline rates of
return. Pipeline has sought judicial review of the FERC's order. In addition,
Pipeline expects the FERC to further scrutinize its new rate of return on equity
policy in rate proceedings of other pipelines or in a further rulemaking
proceeding.
On November 1, 1994, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed April 29, 1994 ("1994 Rate
Case"). This filing sought a revenue increase for a projected deficiency caused
by increased costs and the impact of a transportation contract terminated
subsequent to the 1993 Rate Case. On November 14, 1995, Pipeline filed an
uncontested settlement proposal with the FERC. The FERC approved the Settlement
in a Letter Order dated February 14, 1996 and no rehearing petitions were filed
with respect to that order. During the second quarter of 1996, Pipeline
finalized and paid the settlement refunds. The settlement resolved substantially
all the issues in this rate case except one regarding Pipeline's postage stamp
rate design. A hearing was conducted in July 1996; and subsequently, a decision
upholding Pipeline's position was issued by the ALJ. During the first quarter of
1998, the FERC affirmed the ALJ's decision.
On February 1, 1996, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed August 1, 1995 ("1995 Rate
Case"). On October 18, 1996, the Commission issued an order approving a
settlement concerning certain liquid revenue credit issues relating to
Pipeline's agreement with an affiliate to have liquid hydrocarbon products
extracted from Pipeline's transportation stream at Ignacio, Colorado. The
litigation of all remaining issues took place in late 1996. Pipeline's rate
application seeks a revenue increase for increases in rate base related
primarily to the Northwest Natural and Expansion II facilities placed into
service December 1, 1995 and increased operating costs primarily associated with
an increase in headquarters office rent. During the first quarter of 1998, the
ALJ issued an Initial Decision. The ALJ found that the facts of this case
continue to support Pipeline's capital structure of 55% equity and 45% debt. The
ALJ also determined that Pipeline fits within the average risk range for
determining pipeline return on equity. However, the ALJ allowed a return on
equity of 11.2 percent. Pipeline is seeking FERC review of this and other
aspects of the ALJ decision.
On March 1, 1997, Pipeline began collecting new rates, subject to
refund, under the provisions of its rate case filed August 30, 1996 ("1996 Rate
Case"). The application sought an increase in rates due to a proposed use of a
higher depreciation rate which also considers a net negative salvage value for
Pipeline's facilities, higher operating costs and a redesign of Pipeline's rates
because of impacts relating to the sale of Pipeline's south-end facilities in
the third quarter of 1996. On July 22, 1997, Pipeline filed a settlement which
would resolve all issues in this rate case. On November 25, 1997, the FERC, over
the objection of one dissenting party, issued an order approving all aspects of
the settlement. The one dissenting party sought and was denied rehearing of the
FERC's order. That party has now sought judicial review of the FERC's decisions.
Pipeline has reflected in its financial statements adjustments as necessary to
reflect the provisions of the settlement.
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. Pipeline is appealing the decision.
On July 18, 1996, an individual filed a lawsuit in the United States
District Court for the District of Columbia against 70 natural gas pipelines and
other gas purchasers or former gas purchasers. All of the Williams' natural gas
pipeline subsidiaries were named as defendants in the lawsuit. The plaintiff
claimed, on
- 6 -
<PAGE> 9
NORTHWEST PIPELINE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
================================================================================
behalf of the United States under the False Claims Act, that the pipelines had
incorrectly measured the heating value or volume of gas purchased by the
defendants. The plaintiff claimed that the United States had lost royalty
payments as a result of these practices. In 1997, the court dismissed the
plaintiff's case and issued a ruling that the plaintiff must refile the suit
against each of the pipelines individually. The plaintiff made such filings and
the court is currently determining whether or not to accept the case.
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.
Other Matters
In February 1997, Enterprises entered into a new agreement for the sale,
with limited recourse, of certain receivables of Pipeline. Net proceeds to
Enterprises are limited to $15 million of which $10 million was utilized at
March 31, 1998.
- 7 -
<PAGE> 10
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, 1998 and 1997. Variances due to changes in price
and volume do not 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 firm capacity reservation charges
in its transportation rates.
RESULTS OF OPERATIONS
Quarter Ended March 31, 1998 vs. Quarter Ended March 31, 1997
Operating revenues increased $4 million, or 6%, due primarily to
increased short-term firm transportation revenues and new transportation rates
effective March 1, 1997.
Pipeline's transportation service accounted for 95% of operating
revenues in each of the first quarters of 1998 and 1997. Additionally, 3% and 4%
of operating revenues represented gas storage service for the quarters ended
March 31, 1998 and 1997, respectively.
Operating expenses decreased $.8 million, or 2%, due primarily to lower
operation and maintenance and general and administrative expenses, partially
offset by increased depreciation expenses associated with Pipeline's new rates
effective March 1, 1997.
Operating income increased $4.8 million, or 16%, primarily due to
increased short-term firm transportation revenues and decreased operation and
maintenance and general and administrative expenses.
Interest on long-term debt decreased $1.2 million as a result of the
1997 early retirement of over $200 million of high-interest debentures under a
Williams-wide debt restructuring plan. Other interest increased $1.3 million due
to higher revenues subject to refund.
The following table summarizes volumes and capacity for the periods
indicated:
<TABLE>
<CAPTION>
Quarter Ended March 31,
------------------------------------
1998 1997
------------- --------------
<S> <C> <C>
Total Gas volumes throughput (TBtu) 208 200
Average Daily Transportation Volumes (TBtu) 2.6 2.2
Average Daily Firm Reserved Capacity (TBtu) 2.5 2.4
</TABLE>
FINANCIAL CONDITION AND LIQUIDITY
Pipeline anticipates 1998 capital expenditures will total approximately
$73.4 million, of which $10.9 million has been expended through March 31, 1998.
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 shares in a $1 billion Revolving Credit Facility 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, 1998. Interest rates
vary with current market conditions. The Facility 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 under this Facility 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.
- 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, 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.
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.
Reference is made to Note 4 of Notes to Consolidated Financial
Statements for information about regulatory, judicial and business developments
which cause operating and financial uncertainties.
- 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 12, 1998
- 11 -
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<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-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 221
<SECURITIES> 0
<RECEIVABLES> 20,059
<ALLOWANCES> 0
<INVENTORY> 10,656
<CURRENT-ASSETS> 150,708
<PP&E> 1,483,191
<DEPRECIATION> 581,797
<TOTAL-ASSETS> 1,120,805
<CURRENT-LIABILITIES> 148,617
<BONDS> 406,425
0
0
<COMMON> 1
<OTHER-SE> 429,651
<TOTAL-LIABILITY-AND-EQUITY> 1,120,805
<SALES> 0
<TOTAL-REVENUES> 71,218
<CGS> 0
<TOTAL-COSTS> 36,974
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,742
<INCOME-PRETAX> 25,749
<INCOME-TAX> 9,559
<INCOME-CONTINUING> 16,190
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,190
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
