COLORADO INTERSTATE GAS CO
10-Q, 1999-08-13
NATURAL GAS TRANSMISSION
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================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999

                                       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 1-4874


                         COLORADO INTERSTATE GAS COMPANY
             (Exact name of registrant as specified in its charter)



               Delaware                                         84-0173305
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)


         Two North Nevada Avenue
       Colorado Springs, Colorado                               80903-1727
(Address of principal executive offices)                        (Zip Code)



       Registrant's telephone number, including area code: (719) 473-2300



                           ---------------------------7




     Registrant meets the conditions set forth in General Instructions H(1)(a)
and (b) of Form 10-Q and is therefore filing this Report with reduced disclosure
format.

     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, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]

     As of July 30, 1999, there were outstanding 10 shares of common stock of
the Registrant, $5.00 par value per share, its only class of common stock. None
of the voting stock of the Registrant is held by non-affiliates.


================================================================================

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements.

     The financial statements of Colorado Interstate Gas Company and its
subsidiaries (the "Company" or "Colorado") are presented herein and are
unaudited, except for balances as of December 31, 1998, and therefore are
subject to year-end adjustments; however, all adjustments which are, in the
opinion of management, necessary for a fair statement of the results of
operations for the periods covered have been made. The adjustments which have
been made are of a normal recurring nature. Such results are not necessarily
indicative of results to be expected for the year due to seasonal variations and
market conditions affecting natural gas sales and transportation services.




                COLORADO INTERSTATE GAS COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                             (Thousands of Dollars)


<TABLE>
<CAPTION>
                                                                                   June 30,         December 31,
                                     ASSETS                                         1999                1998
                                                                               ---------------     --------------
                                                                                 (Unaudited)
<S>                                                                            <C>                 <C>
Current Assets:
   Cash....................................................................    $           448     $          109
   Notes receivable from affiliates........................................            277,618            243,049
   Accounts receivable.....................................................             24,766             41,309
   Accounts receivable from affiliates.....................................             32,794             43,057
   Materials and supplies..................................................              8,437              8,666
   Prepaid expenses........................................................                617                820
   Current portion of deferred income taxes................................             32,160             34,653
                                                                               ---------------     --------------
                                                                                       376,840            371,663
                                                                               ---------------     --------------

Plant, Property and Equipment, at cost:
   Gas pipeline............................................................          1,239,644          1,227,928
   Gas and oil properties, at full-cost....................................            137,387            136,334
                                                                               ---------------     --------------
                                                                                     1,377,031          1,364,262

   Accumulated depreciation, depletion and amortization....................            727,553            711,957
                                                                               ---------------     --------------
                                                                                       649,478            652,305
                                                                               ---------------     --------------

Other Assets:
   Investments.............................................................             36,708             48,742
   Other deferred charges..................................................             41,287             43,557
                                                                               ---------------     --------------
                                                                                        77,995             92,299
                                                                               ---------------     --------------

                                                                               $     1,104,313     $    1,116,267
                                                                               ===============     ==============
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                      - 1 -

<PAGE>

                COLORADO INTERSTATE GAS COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                             (Thousands of Dollars)


<TABLE>
<CAPTION>
                                                                                   June 30,         December 31,
                      LIABILITIES AND STOCKHOLDER'S EQUITY                          1999                1998
                                                                               ---------------     --------------
                                                                                 (Unaudited)
<S>                                                                            <C>                  <C>
Current Liabilities:
   Notes payable to affiliates.............................................    $       2,990        $      2,784
   Accounts payable and accrued expenses...................................          103,717             123,070
   Accounts payable to affiliates..........................................           14,993              41,147
   Taxes on income.........................................................            6,692              21,565
                                                                               -------------        ------------
                                                                                     128,392             188,566
                                                                               -------------        ------------

Debt:
   Long-term debt..........................................................          279,557             279,520
                                                                               -------------        ------------

Deferred Credits:
   Deferred income taxes...................................................          116,024             111,679
   Other...................................................................           39,049              40,031
                                                                               -------------        ------------
                                                                                     155,073             151,710
                                                                               -------------        ------------

Common Stock and Other Stockholder's Equity:
   Common stock, $5 par value, authorized 10,000 shares; issued and
      outstanding 10 shares at stated value................................           27,561              27,561
   Additional paid-in capital..............................................           19,037              19,037
   Retained earnings.......................................................          494,693             449,873
                                                                               -------------        ------------
                                                                                     541,291             496,471
                                                                               -------------        ------------

                                                                               $   1,104,313        $  1,116,267
                                                                               =============        ============
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                      - 2 -

<PAGE>

                COLORADO INTERSTATE GAS COMPANY AND SUBSIDIARIES
                       STATEMENT OF CONSOLIDATED EARNINGS
                             (Thousands of Dollars)


<TABLE>
<CAPTION>
                                                                     Three Months Ended        Six Months Ended
                                                                          June 30,                 June 30,
                                                                   ----------------------   ---------------------
                                                                      1999        1998        1999         1998
                                                                   ----------  ----------   ---------   ---------
                                                                         (Unaudited)              (Unaudited)
<S>                                                                <C>         <C>          <C>         <C>
Revenues:
   Operating revenues:
      Nonaffiliates.............................................   $   46,716  $   69,877   $ 116,419   $ 171,758
      Affiliates................................................       23,460      31,427      40,816      59,040
                                                                   ----------  ----------   ---------   ---------
                                                                       70,176     101,304     157,235     230,798
   Other income - net...........................................        3,648       4,003       6,977       7,693
                                                                   ----------  ----------   ---------   ---------
                                                                       73,824     105,307     164,212     238,491
                                                                   ----------  ----------   ---------   ---------

Costs and Expenses:
   Cost of gas sold:
      Nonaffiliates.............................................            -      27,096           -      61,156
      Affiliates................................................            -       3,201           -       7,346
                                                                   ----------  ----------   ---------   ---------
                                                                            -      30,297           -      68,502
   Operation and maintenance....................................       37,859      38,909      66,904      73,688
   Depreciation, depletion and amortization.....................        8,027       7,105      15,698      15,866
   Interest expense.............................................        6,231       6,125      12,373      12,309
   Taxes on income..............................................        7,581       7,517      24,417      23,984
                                                                   ----------  ----------   ---------   ---------
                                                                       59,698      89,953     119,392     194,349
                                                                   ----------  ----------   ---------   ---------

Net Earnings....................................................   $   14,126  $   15,354   $  44,820   $  44,142
                                                                   ==========  ==========   =========   =========
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                      - 3 -

<PAGE>

                COLORADO INTERSTATE GAS COMPANY AND SUBSIDIARIES
                      STATEMENT OF CONSOLIDATED CASH FLOWS
                             (Thousands of Dollars)


<TABLE>
<CAPTION>
                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                      ---------------------------
                                                                                          1999            1998
                                                                                      -----------      ----------
                                                                                               (Unaudited)
<S>                                                                                   <C>              <C>
Cash Flow From Operating Activities:
   Net earnings ..................................................................    $    44,820      $   44,142
   Add items not requiring cash:
      Depreciation, depletion and amortization....................................         15,698          15,866
      Deferred income taxes.......................................................          6,754           7,464
      Other.......................................................................          2,217           1,534

   Working capital and other changes, excluding changes relating to cash and
      non-operating activities:
         Receivables..............................................................         16,543          27,567
         Receivables from affiliates..............................................         10,263           6,927
         Materials and supplies...................................................            229             325
         Prepaid expenses.........................................................            203            (982)
         Accounts payable and accrued expenses....................................        (19,353)        (22,059)
         Accounts payable to affiliates...........................................        (26,154)         17,181
         Taxes on income..........................................................        (14,873)          2,012
                                                                                      -----------      ----------
                                                                                           36,347          99,977
                                                                                      -----------      ----------

Cash Flow from Investing Activities:
   Purchases of plant, property and equipment.....................................        (14,114)        (45,309)
   Proceeds from sale of plant, property and equipment............................            435             230
   Investments in related parties.................................................         12,034          (2,368)
   Net increase in notes receivable from affiliates...............................        (34,569)        (57,192)
                                                                                      -----------      ----------
                                                                                          (36,214)       (104,639)
                                                                                      -----------      ----------

Cash Flow from Financing Activities:
   Net increase in notes payable to affiliates....................................            206           5,416
                                                                                      -----------      ----------
                                                                                              206           5,416
                                                                                      -----------      ----------

Net Increase in Cash..............................................................            339             754

Cash at Beginning of Period.......................................................            109           3,508
                                                                                      -----------      ----------

Cash at End of Period.............................................................    $       448      $    4,262
                                                                                      ===========      ==========
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                      - 4 -

<PAGE>

                COLORADO INTERSTATE GAS COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Summary of Significant Accounting Policies

     For additional information relative to operations and financial position,
reference is made to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998. Certain minor reclassifications of prior period
statements have been made to conform with current reporting practices. The
effect of the reclassifications was not material to the Company's consolidated
results of operations, financial position or cash flows.

     The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133"), as amended by Statement of Financial
Accounting Standards No. 137, to be effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. FAS 133 requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The accounting for changes
in the fair value of a derivative will depend on the intended use of the
derivative and the resulting designation. The Company is currently evaluating
the impact, if any, of FAS 133.

     The Company adopted American Institute of Certified Public Accountants
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
("SOP 98-5"), in 1999. The application of SOP 98-5 did not have a material
effect on the Company's consolidated financial statements.

     The Company adopted FASB Emerging Issues Task Force Issue No. 98-10,
"Accounting for Contracts in Energy Trading and Risk Management Activities," in
1999. The application of Issue No. 98-10 is not expected to have a material
effect on the Company's consolidated financial statements.

     Supplemental information relative to the Statement of Consolidated Cash
Flows includes the following: cash payments the Company made for interest and
financing fees, net of amounts capitalized, were $12.4 million and $13.3 million
for the six-month periods ended June 30, 1999 and 1998, respectively. Cash
payments for income taxes amounted to $32.6 million and $14.5 million for the
six-month periods ended June 30, 1999 and 1998, respectively.

2. Income Taxes

     Provisions for income taxes are composed of the following (thousands of
dollars):

<TABLE>
<CAPTION>
                                                                     Three Months Ended        Six Months Ended
                                                                          June 30,                 June 30,
                                                                   ----------------------   ---------------------
                                                                      1999        1998        1999         1998
                                                                   ----------  ----------   ---------   ---------
                                                                         (Unaudited)              (Unaudited)
   <S>                                                             <C>         <C>          <C>         <C>
   Current Income Taxes:
      Federal...................................................   $    4,320  $    4,926   $  16,687   $  14,977
      State.....................................................          288         567         976       1,543
                                                                   ----------  ----------   ---------   ---------
                                                                        4,608       5,493      17,663      16,520
                                                                   ----------  ----------   ---------   ---------

   Deferred Income Taxes
      Federal...................................................        2,627       1,879       6,050       6,707
      State.....................................................          346         145         704         757
                                                                   ----------  ----------   ---------   ---------
                                                                        2,973       2,024       6,754       7,464
                                                                   ----------  ----------   ---------   ---------

   Taxes on Income..............................................   $    7,581  $    7,517   $  24,417   $  23,984
                                                                   ==========  ==========   =========   =========

<FN>
      Interim period provisions for income taxes are based on estimated
effective annual income tax rates.
</FN>
</TABLE>


                                      - 5 -

<PAGE>

3. Common Stock

     All of the issued and outstanding common stock of the Company is owned by
Coastal Natural Gas Company, a wholly owned subsidiary of The Coastal
Corporation ("Coastal"). Therefore, earnings and cash dividends per common share
have no significance and are not presented.

4. Segment Information

     The Company's operating revenues from external customers and intersegment
revenues and earnings before interest and income taxes for the three and six
months ended June 30, 1999 and 1998 are shown as follows (thousands of dollars):

<TABLE>
<CAPTION>
                                                                     Three Months Ended        Six Months Ended
                                                                          June 30,                 June 30,
                                                                   ----------------------   ---------------------
                                                                      1999        1998        1999         1998
                                                                   ----------  ----------   ---------   ---------
                                                                         (Unaudited)              (Unaudited)
<S>                                                                <C>         <C>          <C>         <C>
Operating Revenues
   Natural gas..................................................   $   65,636  $  100,400   $ 149,337   $ 228,229
   Exploration and production...................................        4,551       3,123       7,921       9,378
   Exploration and production intersegment revenue
     eliminations...............................................          (11)     (2,219)        (23)     (6,809)
                                                                   ----------  ----------   ---------   ---------
      Consolidated Totals.......................................   $   70,176  $  101,304   $ 157,235   $ 230,798
                                                                   ==========  ==========   =========   =========

Earnings (Loss) Before Interest and Income Taxes
   Natural gas..................................................   $   26,939  $   29,455   $  80,519   $  79,756
   Exploration and production...................................          999        (459)      1,091         679
                                                                   ----------  -----------  ---------   ---------
      Consolidated Totals.......................................   $   27,938  $   28,996   $  81,610   $  80,435
                                                                   ==========  ==========   =========   =========
</TABLE>

5. Litigation, Environmental and Regulatory Matters

     Litigation Matters

     In December 1992, certain of Colorado's natural gas lessors in the West
Panhandle Field filed a complaint in the U.S. District Court, Northern District
of Texas, claiming underpayment of royalties, breach of fiduciary duty, fraud
and negligent misrepresentation. Management believes that Colorado has numerous
defenses to the lessors' claims, including (i) that the royalties were properly
paid, (ii) that the majority of the claims were released by written agreement,
and (iii) that the majority of the claims are barred by the statute of
limitations. In March of 1995, the trial court granted a partial summary
judgment in favor of Colorado, holding that the four-year statute of limitations
had not been tolled and the releases are valid and dismissing all tort claims
and claims for breach of any duty of disclosure. The remaining claim for
underpayment of royalties was tried to a jury which, in May 1995, made findings
favorable to Colorado. On June 7, 1995, the trial court entered a judgment that
the lessors recover no monetary damages from Colorado and permanently estopping
the lessors from asserting any claim based on an interpretation of the contract
different than that asserted by Colorado in the litigation. The lessors' motion
for new trial was denied on July 18, 1997, and both parties filed appeals. On
June 7, 1996, the same plaintiffs sued Colorado in state court in Amarillo,
Texas, for underpayment of royalties. Colorado removed the second lawsuit to
federal court which granted a stay of the second lawsuit pending the outcome of
the first lawsuit. Oral arguments were heard before the Fifth Circuit Court of
Appeals on December 4, 1998 and the parties are awaiting the Court's decision.

     In 1996, Jack Grynberg filed a claim under the False Claims Act on behalf
of the U.S. government in the U.S. District Court, District of Columbia, against
70 defendants, including Colorado and another subsidiary of Coastal. The suit
sought damages for the alleged underpayment of royalties due to the purported
improper measurement of gas. The 1996 suit was dismissed without prejudice in
March 1997 and the dismissal was affirmed by the D.C. Court of Appeals in
October 1998. In September 1997, Mr. Grynberg filed 77 separate, similar False
Claims Act suits against natural gas transmission companies and producers,
gatherers, and processors of natural gas, seeking unspecified damages. Colorado,
Coastal and several other Coastal subsidiaries have been included in two of the
September 1997 suits. The suits were filed in both the U.S. District Court,
District of Colorado and the U.S. District Court, Eastern District of Michigan.
In


                                      - 6 -

<PAGE>

April 1999, the United States Department of Justice notified the Company that
the United States will not intervene in these cases. Action under these suits
has been stayed pending a determination on the motion by Mr. Grynberg to have
the suits consolidated under the federal Multidistrict Litigation rules.

     Other lawsuits and other proceedings which have arisen in the ordinary
course of business are pending or threatened against the Company or its
subsidiaries.

     Although no assurances can be given and no determination can be made at
this time as to the outcome of any particular lawsuit or proceeding, the Company
believes there are meritorious defenses to substantially all of the above claims
and that any liability which may finally be determined should not have a
material adverse effect on the Company's consolidated financial position or
results of operations.

     Environmental Matters

     The Company's operations are subject to extensive and evolving federal,
state and local environmental laws and regulations which may affect such
operations and costs as a result of their effect on the construction, operation,
and maintenance of its pipeline and production facilities. Compliance with such
laws and regulations can be costly. Additionally, governmental authorities may
enforce the laws and regulations with a variety of civil and criminal
enforcement measures, including monetary penalties and remediation requirements.

     Future information and developments, including legislative and enforcement
developments, will require the Company to continually reassess the expected
impact of these environmental matters. However, the Company has evaluated its
total environmental exposure based on currently available data, including its
potential joint and several liability, and believes that compliance with all
applicable laws and regulations will not have a material adverse impact on the
Company's consolidated financial position or results of operations.

     Regulatory Matters

     On July 29, 1998, the Federal Energy Regulatory Commission ("FERC") issued
a "Notice of Proposed Rulemaking," in which the FERC has proposed a number of
further significant changes to the industry, including, among other things,
removal of price caps in the short-term market (less than one year), capacity
auctions, changed reporting obligations, the ability to negotiate terms and
conditions of all services, elimination of the requirement of a matching term
cap on the renewal of existing contracts and a review of its policies for
approving capacity construction. On the same day, the FERC also issued a "Notice
of Inquiry" soliciting industry input on various matters affecting the pricing
of long-term service and certificate pricing in light of changing market
conditions. The FERC has indicated that it may consider both proposals together
inasmuch as they raise several common issues. Comments on both of these matters
were due on April 22, 1999, and Colorado and its affiliates filed comments with
the FERC on that date, urging the FERC, among other things, to modify its rate,
service and certification policies for such pipelines.

     Certain regulatory issues remain unresolved among the Company, its
customers, its suppliers and the FERC. The Company has made provisions which
represent management's assessment of the ultimate resolution of these issues. As
a result, the Company anticipates that these regulatory matters will not have a
material adverse effect on its consolidated financial position or results of
operations. While the Company estimates the provisions to be adequate to cover
potential adverse rulings on these and other issues, it cannot estimate when
each of these issues will be resolved.



                                      - 7 -

<PAGE>


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

     This report includes certain forward-looking statements. The forward-
looking statements reflect the Company's expectations, objectives and goals with
respect to future events and financial performance, and are based on assumptions
and estimates which the Company believes are reasonable. However, actual results
could differ materially from anticipated results. Important factors which may
affect the actual results include, but are not limited to, commodity prices,
political developments, market and economic conditions, industry competition,
the weather, changes in financial markets, changing legislation and regulations,
and the impact of the Year 2000 issue. The forward-looking statements contained
in this Report are intended to qualify for the safe harbor provisions of Section
21E of the Securities Exchange Act of 1934, as amended.

     The Notes to Consolidated Financial Statements contain information that is
pertinent to the following analysis.

     The information required by this Item is presented in a reduced disclosure
format pursuant to General Instruction (H) of Form 10-Q.

                              Results of Operations

     The change in the Company's earnings for the three- and six-month periods
ended June 30, 1999, in comparison to the corresponding periods in 1998, is a
result of the following:

     Operating Revenues. The operating revenues by segment were as follows
(thousands of dollars):

<TABLE>
<CAPTION>
                                                                     Three Months Ended        Six Months Ended
                                                                          June 30,                 June 30,
                                                                   ----------------------   ---------------------
                                                                      1999        1998        1999         1998
                                                                   ----------  ----------   ---------   ---------
                                                                         (Unaudited)              (Unaudited)
        <S>                                                        <C>         <C>          <C>         <C>
        Natural gas.............................................   $   65,636  $  100,400   $ 149,337   $ 228,229
        Exploration and production..............................        4,551       3,123       7,921       9,378
        Eliminations............................................          (11)     (2,219)        (23)     (6,809)
                                                                   ----------  ----------   ---------   ---------

                                                                   $   70,176  $  101,304   $ 157,235   $ 230,798
                                                                   ==========  ==========   =========   =========
</TABLE>

     Earnings Before Interest and Income Taxes. The earnings (loss) before
interest and income taxes by segment was as follows (thousands of dollars):

<TABLE>
<CAPTION>
                                                                     Three Months Ended        Six Months Ended
                                                                          June 30,                 June 30,
                                                                   ----------------------   ---------------------
                                                                      1999        1998        1999         1998
                                                                   ----------  ----------   ---------   ---------
                                                                         (Unaudited)              (Unaudited)
        <S>                                                        <C>         <C>          <C>         <C>
        Natural gas.............................................   $   26,939  $   29,455   $  80,519   $  79,756
        Exploration and production..............................          999        (459)      1,091         679
                                                                   ----------  ----------   ---------   ---------

                                                                   $   27,938  $   28,996   $  81,610   $  80,435
                                                                   ==========  ==========   =========   =========
</TABLE>

     Natural Gas. The decrease in operating revenues of $34.8 million for the
three months ended June 30, 1999 from the comparable 1998 period is due to a
$29.0 million decrease related to gas sales volumes and a $6.3 million decrease
related to average gas sales prices caused primarily by the assignment of the
Company's Merchant Division activity to an affiliate effective July 1, 1998, a
$4.2 million decrease related to extracted products revenue and other net
decreases of $.3 million partially offset by decreased gas sales reservation of
$3.2 million and a $1.8 million increase in gathering revenues. The decrease in
operating revenues of $78.9 million for the six months ended June 30, 1999 from
the comparable 1998 period is due to a $63.1 million decrease related to gas
sales volumes and a $13.9 million decrease related to average gas sales prices,
as referenced above, a $7.5 million decrease related to extracted products
revenue partially offset by increased gathering revenues of $4.1 million and
other net increases of $1.5 million.


                                      - 8 -

<PAGE>

     Other income decreased $.2 million for the three-month period and $.5
million for the six-month period ended June 30, 1999 from the respective periods
in 1998 due to decreased interest income from affiliates.

     Cost of gas sold decreased by $32.5 million for the three-month period and
$75.3 million for the six-month period ended June 30, 1999 from the comparable
periods in 1998 as a result of the decrease in gas purchase volumes caused by
the assignment of the Company's Merchant Division activity to an affiliate
effective July 1, 1998.

     Operation and maintenance expenses decreased by $.5 million for the three
months ended June 30, 1999 from the comparable period in 1998 due primarily to a
$1.8 million increase in administrative expense transfers, a $.8 million
decrease in gas transportation expenses and other miscellaneous decreases of $.5
million partially offset by a $2.6 million increase in net system balancing
requirements. Operation and maintenance expenses decreased by $5.8 million for
the six months ended June 30, 1999 from the comparable period in 1998 due
primarily to a $3.7 million increase in administrative expense transfers, a $2.6
million decrease in employee benefits, a $2.4 million decrease in gas
transportation expense, a $1.2 million decrease in property tax expenses, a $.8
million decrease in materials and supplies and other net decreases of $.5
million partially offset by a $5.4 million increase in net system balancing
requirements.

     Depreciation, depletion and amortization increased $.5 million for the
three-month period and $.9 million for the six-month period ended June 30, 1999
from the comparable periods in 1998 due primarily to increased depreciable
plant.

     Exploration and Production. The increase in operating revenues of $1.4
million for the three months ended June 30, 1999 from the comparable 1998 period
is primarily due to a $.9 million increase related to gas sales volumes, a $.4
million increase related to average natural gas sales prices and a $.1 million
increase related to condensate and natural gas liquids sales volumes. The
decrease in operating revenues of $1.5 million for the six months ended June 30,
1999 from the comparable 1998 period is primarily due to a $1.6 million decrease
related to gas sales volumes partially offset by a $.1 million increase in
average natural gas sales prices.

     Other income decreased by $.1 million for the three-month period and $.2
million for the six-month period ended June 30, 1999 from the respective 1998
periods as a result of decreased interest income from affiliates.

     Operation and maintenance expenses decreased by $.5 million for the
three-month period and $1.0 for the six-month period ended June 30, 1999 from
the respective 1998 periods primarily as a result of lower management service
fees.

     Depreciation, depletion and amortization expenses increased by $.4 million
for the three-month period ended June 30, 1999 from the comparable 1998 period
due to higher production volumes partially offset by a lower depreciation rate.
Depreciation, depletion and amortization expenses decreased by $1.1 million for
the six-month period ended June 30, 1999 from the comparable 1998 period due to
lower production volumes and a lower depreciation rate.




                                      - 9 -

<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.   Legal Proceedings.

          The information required hereunder is incorporated by reference into
Part II of this Report from Note 5 of the Notes to Consolidated Financial
Statements set forth in Part I of this Report.

Item 2.   Changes in Securities.

          None.

Item 3.   Defaults Upon Senior Securities.

          None.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None.

Item 5.   Other Information.

          None.

Item 6.   Exhibits and Reports on Form 8-K.

          (a) Exhibits.

              (27)  Financial Data Schedule.

          (b) Reports on Form 8-K.

              No reports on Form 8-K were filed during the quarter ended June
              30, 1999.


                                   SIGNATURES

     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.

                                                COLORADO INTERSTATE GAS COMPANY
                                                          (Registrant)



Date:  August 11, 1999                        By:         DAN A. HOMEC
                                                  -----------------------------
                                                          Dan A. Homec
                                                    Assistant Vice President
                                                         and Controller
                                                   (As Authorized Officer and
                                                    Chief Accounting Officer)


                                     - 10 -

<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number                              Description
- --------------------------------------------------------------------------------
27          Financial Data Schedule


                                     - 11 -


<TABLE> <S> <C>

<ARTICLE>                    5
<LEGEND>                     THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
                             EXTRACTED FROM COLORADO INTERSTATE GAS COMPANY FORM
                             10-Q QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30,
                             1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
                             TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                 1,000

                             <S>            <C>
<PERIOD-TYPE>                               6-MOS
<FISCAL-YEAR-END>                           DEC-31-1999
<PERIOD-END>                                JUN-30-1999
<CASH>                                              448
<SECURITIES>                                          0
<RECEIVABLES>                                   335,178
<ALLOWANCES>                                          0
<INVENTORY>                                       8,437
<CURRENT-ASSETS>                                376,840
<PP&E>                                        1,377,031
<DEPRECIATION>                                  727,553
<TOTAL-ASSETS>                                1,104,313
<CURRENT-LIABILITIES>                           128,392
<BONDS>                                         279,557
                                 0
                                           0
<COMMON>                                         27,561
<OTHER-SE>                                      513,730
<TOTAL-LIABILITY-AND-EQUITY>                  1,104,313
<SALES>                                         157,235
<TOTAL-REVENUES>                                164,212
<CGS>                                                 0
<TOTAL-COSTS>                                    82,602
<OTHER-EXPENSES>                                      0
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                               12,373
<INCOME-PRETAX>                                  69,237
<INCOME-TAX>                                     24,417
<INCOME-CONTINUING>                              44,820
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                     44,820
<EPS-BASIC>                                         0
<EPS-DILUTED>                                         0


</TABLE>


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