================================================================================
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 March 31, 2000
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
---------------------------
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 April 28, 2000, 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, 1999, 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>
March 31, December 31,
ASSETS 2000 1999
--------------- --------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash.................................................................... $ 497 $ 731
Notes receivable from affiliates........................................ 355,695 297,201
Accounts receivable..................................................... 33,092 48,808
Accounts receivable from affiliates..................................... 32,633 40,031
Materials and supplies.................................................. 8,313 8,303
Prepaid expenses........................................................ 314 419
Current portion of deferred income taxes................................ 36,284 39,505
------------- ------------
466,828 434,998
------------- ------------
Plant, Property and Equipment, at cost:
Gas pipeline............................................................ 1,265,393 1,248,949
Gas and oil properties, at full-cost.................................... 100,698 96,650
------------- ------------
1,366,091 1,345,599
Accumulated depreciation, depletion and amortization.................... 713,187 704,790
------------- ------------
652,904 640,809
------------- ------------
Other Assets:
Investments in related parties.......................................... 64,336 64,336
Other deferred charges.................................................. 44,936 45,504
------------- ------------
109,272 109,840
------------- ------------
$ 1,229,004 $ 1,185,647
============= ============
</TABLE>
See Notes to Consolidated Financial Statements.
- 1 -
<PAGE>
COLORADO INTERSTATE GAS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 2000 1999
--------------- --------------
(Unaudited)
<S> <C> <C>
Current Liabilities:
Note payable to affiliate............................................... $ 1,884 $ 2,452
Accounts payable and accrued expenses................................... 127,894 119,215
Accounts payable to affiliates.......................................... 26,475 20,278
Taxes on income......................................................... 20,177 21,526
------------- ------------
176,430 163,471
------------- ------------
Debt:
Long-term debt.......................................................... 279,613 279,594
------------- ------------
Deferred Credits:
Deferred income taxes................................................... 116,816 118,168
Other................................................................... 41,626 40,888
------------- ------------
158,442 159,056
------------- ------------
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....................................................... 567,921 536,928
------------- ------------
614,519 583,526
------------- ------------
$ 1,229,004 $ 1,185,647
============= ============
</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
----------------------
March 31,
2000 1999
---------- ----------
(Unaudited)
<S> <C> <C>
Revenues:
Operating revenues:
Nonaffiliates.................................................................... $ 78,115 $ 69,703
Affiliates....................................................................... 14,719 17,356
--------- ---------
92,834 87,059
Other income - net.................................................................. 5,438 3,329
--------- ---------
98,272 90,388
--------- ---------
Costs and Expenses:
Operation and maintenance........................................................... 34,780 29,045
Depreciation, depletion and amortization............................................ 7,949 7,671
Interest expense.................................................................... 6,140 6,142
Taxes on income..................................................................... 18,410 16,836
--------- ---------
67,279 59,694
--------- ---------
Net Earnings........................................................................... $ 30,993 $ 30,694
========= =========
</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>
Three Months Ended
March 31,
----------------------------
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
Cash Flow From Operating Activities:
Net earnings .................................................................. $ 30,993 $ 30,694
Add items not requiring cash:
Depreciation, depletion and amortization.................................... 7,949 7,671
Deferred income taxes....................................................... 1,873 3,781
Other....................................................................... 1,665 2,235
Working capital and other changes, excluding changes relating to cash
and nonoperating activities:
Receivables.............................................................. 15,716 13,063
Receivables from affiliates.............................................. 7,398 11,261
Materials and supplies................................................... (10) (131)
Prepaid expenses......................................................... 105 105
Accounts payable and accrued expenses.................................... 8,679 (6,399)
Accounts payable to affiliates........................................... 6,197 (23,557)
Taxes on income.......................................................... (1,349) (6,235)
----------- ----------
79,216 32,488
----------- ----------
Cash Flow from Investing Activities:
Purchases of plant, property and equipment..................................... (20,520) (7,857)
Net proceeds from sale of plant, property and equipment........................ 132 (252)
Investments in related parties................................................. - 12,034
Net increase in notes receivable from affiliates............................... (58,494) (33,999)
----------- ----------
(78,882) (30,074)
----------- ----------
Cash Flow from Financing Activities:
Net decrease in note payable to affiliate...................................... (568) (1,626)
----------- ----------
(568) (1,626)
----------- ----------
Net (Decrease) Increase in Cash................................................... (234) 788
Cash at Beginning of Period....................................................... 731 109
----------- ----------
Cash at End of Period............................................................. $ 497 $ 897
=========== ==========
</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, 1999. 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 of FAS 133.
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 not material for the
three-month periods ended March 31, 2000 and March 31, 1999. Cash payments for
income taxes amounted to $17.9 million and $19.3 million for the three-month
periods ended March 31, 2000 and March 31, 1999, respectively.
2. Income Taxes
Provisions for income taxes are composed of the following (thousands of
dollars):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Current Income Taxes:
Federal..................................................................... $ 15,087 $ 12,367
State....................................................................... 1,450 688
--------- ---------
16,537 13,055
--------- ---------
Deferred Income Taxes:
Federal..................................................................... 1,728 3,423
State....................................................................... 145 358
--------- ---------
1,873 3,781
--------- ---------
Taxes on Income................................................................ $ 18,410 $ 16,836
========= =========
<FN>
Interim period provisions for income taxes are based on estimated
effective annual income tax rates.
</FN>
</TABLE>
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.
- 5 -
<PAGE>
4. Segment Information
The Company's operating revenues from external customers and intersegment
revenues and earnings before interest and income taxes for the three months
ended March 31, 2000 and 1999 are shown as follows (thousands of dollars):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Operating Revenues:
Natural gas.................................................................... $ 89,914 $ 83,701
Exploration and production..................................................... 2,920 3,370
Exploration and production intersegment revenue eliminations................... - (12)
--------- ---------
Consolidated Totals......................................................... $ 92,834 $ 87,059
========= =========
Earnings Before Interest and Income Taxes:
Natural gas.................................................................... $ 53,397 $ 53,580
Exploration and production..................................................... 2,146 92
--------- ---------
Consolidated Totals......................................................... $ 55,543 $ 53,672
========= =========
</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.
Two legal proceedings, one in federal court and the other in state court,
have been instituted against a number of gas pipeline companies and their
affiliates, including Colorado, Coastal and several of Coastal's other
subsidiaries. The plaintiffs in each suit seek damages for the alleged
undermeasurement of the heating value and the volume of natural gas. In the
federal proceeding, Jack Grynberg filed 77 separate False Claim Act suits in
September 1997 against natural gas transmission companies and producers,
gatherers, and processors of natural gas, seeking unspecified damages which
could include treble damages for the maximum period permitted by law
(potentially as much as ten years) and penalties of up to $10,000 per false
claim. In addition to the measurement claims, these suits also allege that the
defendants undervalued the gas in paying royalties. The Coastal defendants were
sued in the U.S. District Courts of Colorado and the Eastern District of
Michigan. In April 1999, the U.S. Department of Justice notified the Company
that the United States would not intervene in these cases at that time. The
MultiDistrict Litigation Panel has consolidated the Grynberg suits with several
other Grynberg cases for pre-trial proceedings in
- 6 -
<PAGE>
Wyoming. The defendants filed a motion to dismiss which was argued in March
2000, and the parties are awaiting the Court's decision.
In the state proceedings, the Quinque Operating Company, on behalf of
itself and subclasses of gas producers, royalty owners, overriding royalty
owners, and state taxing authorities, in May 1999 instituted a legal proceeding
in State Court in Stevens County, Kansas against over 200 gas companies,
including Colorado and several other Coastal subsidiaries. The Quinque suit
seeks unspecified actual, punitive and treble damages for the alleged
undermeasurement of all natural gas measured in the United States from
non-federal and non-Indian lands since 1974. The plaintiffs are seeking
certification of a national class of all similarly situated gas producers,
royalty owners, overriding royalty owners, and state taxing authorities. The
suit was removed to the U.S. District Court for the District of Kansas. The
plaintiffs filed a motion to remand the case back to the state court. The
MultiDistrict Litigation Panel has transferred the Quinque suit to Wyoming and
consolidated it with the Grynberg proceedings as a result of a motion filed by
several of the defendants in the Quinque suit.
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
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. On February 9, 2000, the FERC issued a final rule implementing
certain of the changes that were discussed in these two proposals. Among other
things, the final rule: (a) removes the price ceilings for short-term secondary
market capacity releases for a trial period through September 30, 2002; (b)
permits pipelines to propose seasonally and term-differentiated rates; (c)
revises requirements relating to pipeline scheduling procedures, capacity
segmentation and penalties; (d) narrows the right-of- first-refusal granted to
long term shippers to retain their capacity; and (e) expands pipeline reporting
requirements. Colorado, its affiliates and others have sought clarification of
certain aspects of the final rule.
On September 15, 1999, the FERC issued a Policy Statement addressing the
certification and pricing of new pipeline construction projects. Under the
Policy Statement, applicants must first satisfy a threshold pricing requirement
of demonstrating that their projects can be constructed without subsidies from
existing customers. Second, the
- 7 -
<PAGE>
applicants must show that any adverse impacts of the project on identified
interests (existing customers of the applicant, other existing pipelines and
their captive customers, landowners and the surrounding communities) are
outweighed by its benefits, i.e., a balancing of adverse impacts and benefits.
On October 19, 1999, Colorado and its affiliates sought clarification and/or
rehearing of the Policy Statement insofar as it does not apply directly to those
projects filed for approval under the FERC's "optional certificate" regulations.
Other parties also sought rehearing of this and other aspects of the Policy
Statement. On February 9, 2000, the FERC issued an order which, among other
things, held that the Policy Statement balancing criteria would apply to new
optional certificate applications while it receives comments on a companion FERC
notice proposing to eliminate the current optional certificate regulations.
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.
6. Merger
Coastal and El Paso Energy Corporation ("El Paso Energy") announced on
January 18, 2000 the execution of definitive agreements for the merger of
Coastal and El Paso Energy. On May 5, 2000, the merger was approved by the
shareholders of Coastal and El Paso Energy. Each share of Coastal common stock
and Class A common stock will be converted on a tax-free basis (except for cash
paid in lieu of fractional shares) into 1.23 shares of El Paso Energy common
stock. The outstanding convertible preferred stock of Coastal will be exchanged
tax free (except for cash paid in lieu of fractional shares) for El Paso Energy
common stock on the same basis as if the preferred stock had been converted into
Coastal common stock immediately prior to the merger. It is expected that the
merger will be completed during the fourth quarter of 2000 and be accounted for
as a pooling of interests. The merger is subject to various conditions,
particularly federal regulatory approval.
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 and changing
legislation and regulations. 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-month period ended March
31, 2000, in comparison to the corresponding period in 1999, is a result of the
following:
- 8 -
<PAGE>
Operating Revenues. The operating revenues by segment were as follows
(thousands of dollars):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Natural gas....................................................................... $ 89,914 $ 83,701
Exploration and production........................................................ 2,920 3,370
Eliminations...................................................................... - (12)
--------- ---------
$ 92,834 $ 87,059
========= =========
</TABLE>
Earnings Before Interest and Income Taxes. The earnings before interest and
income taxes by segment were as follows (thousands of dollars):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Natural gas....................................................................... $ 53,397 $ 53,580
Exploration and production........................................................ 2,146 92
--------- ---------
$ 55,543 $ 53,672
========= =========
</TABLE>
Natural Gas. The increase in operating revenues of $6.2 million for the
three months ended March 31, 2000 from the comparable 1999 period is due to a
$3.0 million increase related to average gas sales prices, a $2.2 million
increase related to extracted products revenue, a $1.5 million increase related
to incidental gasoline and oil sales, a $1.0 million increase related to
increased gas transportation revenues and other net increases of $.3 million
partially offset by a $1.8 million decrease related to gas sales volumes.
Other income increased $1.8 million for the three-month period ended March
31, 2000 from the respective period in 1999 due to increased interest income
from affiliates.
Operation and maintenance expenses increased by $6.9 million for the three
months ended March 31, 2000 from the comparable period in 1999 due to a $3.1
million increase in salaries and benefits, primarily related to a non-recurring
adjustment made in 1999, a $1.6 million increase in taxes other than income
taxes, a $.7 million increase related to gas royalties and net gas system
requirements, a $.6 million increase related to gas transportation expense, a
$.4 million increase related to professional services, and other net increases
of $.5 million.
Depreciation, depletion and amortization increased $1.3 million for the
three-month period ended March 31, 2000 from the comparable period in 1999 due
primarily to increased depreciable plant.
Exploration and Production. The decrease in operating revenues of $.4
million for the three months ended March 31, 2000 from the comparable 1999
period is primarily due to a $1.7 million decrease related to gas sales volumes
partially offset by a $1.2 million increase related to average natural gas sales
prices and other net increases of $.1 million.
Other income increased by $.3 million for the three-month period ended
March 31, 2000 from the respective 1999 period as a result of increased interest
income from affiliates.
- 9 -
<PAGE>
Operation and maintenance expenses decreased by $1.2 million for the
three-month period ended March 31, 2000 from the respective 1999 period
primarily as a result of lower production volumes and decreased management
service fees.
Depreciation, depletion and amortization expenses decreased by $1.0 million
for the three-month period ended March 31, 2000 from the comparable 1999 period
due to lower production volumes.
Taxes on Income. The income tax increase of $1.6 million for the
three-month period ended March 31, 2000 compared to the same period in 1999 is
due to increased earnings before income taxes and changes in effective income
tax rates.
- 10 -
<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 March
31, 2000.
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: May 11, 2000 By: DAN A. HOMEC
----------------------------------
Dan A. Homec
Assistant Vice President
and Controller
(As Authorized Officer and
Chief Accounting Officer)
- 11 -
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- --------------------------------------------------------------------------------
27 Financial Data Schedule
- 12 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE COLORADO INTERSTATE GAS COMPANY
FORM 10- Q QUARTERLY REPORT FOR THE PERIOD ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 497
<SECURITIES> 0
<RECEIVABLES> 421,420
<ALLOWANCES> 0
<INVENTORY> 8,313
<CURRENT-ASSETS> 466,828
<PP&E> 1,366,091
<DEPRECIATION> 713,187
<TOTAL-ASSETS> 1,229,004
<CURRENT-LIABILITIES> 176,430
<BONDS> 279,613
0
0
<COMMON> 27,561
<OTHER-SE> 586,958
<TOTAL-LIABILITY-AND-EQUITY> 1,229,004
<SALES> 92,834
<TOTAL-REVENUES> 98,272
<CGS> 0
<TOTAL-COSTS> 42,729
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,140
<INCOME-PRETAX> 49,403
<INCOME-TAX> 18,410
<INCOME-CONTINUING> 30,993
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,993
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
