EX-99.1 2 kmiearningsrel.htm KMI 4TH QUARTER 2004 NEWS RELEASE Kinder Morgan, Inc. 2004 4th Quarter Earnings Release

Exhibit 99.1

[Kinder Morgan, Inc. Logo]

Larry Pierce
Media Relations
(713) 369-9407
Mindy Mills
Investor Relations
(713) 369-9490
www.kindermorgan.com

KINDER MORGAN, INC. REPORTS RECORD EARNINGS

INCREASES DIVIDEND BY 24%

     HOUSTON, Jan. 18, 2005 - Kinder Morgan, Inc. (NYSE: KMI) today reported record annual earnings in 2004 and a 24 percent increase in its quarterly dividend to $0.70 per common share ($2.80 annualized).
     Diluted earnings per share from continuing operations in 2004 before certain items were $3.81, up 14 percent from $3.33 per share in 2003. Comparable earnings per share for the fourth quarter were $1.03, up 16 percent from $0.89 per share in the fourth quarter of 2003. Results for 2004 included favorable income tax adjustments and several small loss items, including the impairment of certain power assets as shown in the following table.

   4Q '04 4Q '03 2004 2003
Diluted EPS From Cont. Ops. Before Certain Items $1.03  $0.89  $3.81  $3.33 
  Income Tax Adjustments  0.55  --   0.52  -- 
  Impairment of Power Investments, Net (0.07) (0.24) (0.07) (0.24)
  Loss on Early Extinguishment of Debt (0.02) --   (0.02) -- 
  Other (0.01) --   (0.01) (0.01)
Diluted EPS From Continuing Operations $1.48  $0.65  $4.23  $3.08 

     Income from continuing operations for 2004 was $528.5 million, or $4.23 per diluted share, compared to $381.7 million, or $3.08 per share in 2003. For the fourth quarter, income from continuing operations was $185.1 million, or $1.48 per diluted share, compared to $80.8 million, or $0.65 per share, for the same period in 2003.

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KMI-2004 Earnings

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     Chairman, CEO and President Richard D. Kinder said KMI's fee-based businesses and its ownership of the general partner of Kinder Morgan Energy Partners, L.P. (NYSE: KMP) combined to produce excellent financial results in 2004. "We significantly exceeded our published annual budget for recurring earnings per share of $3.71 and generated approximately $612 million in cash flow, ahead of our full-year forecast of approximately $580 million." (Cash flow is defined as pre-tax income before DD&A, less cash paid for income taxes and sustaining capital expenditures.)
     "KMI's significant cash flow enabled us to substantially increase our dividend, while at the same time repurchase stock, retire debt and fund expansion projects," Kinder explained. "In 2004, KMI and KMP combined invested approximately $650 million in capital expansion projects and made acquisitions totaling approximately $325 million, excluding the TransColorado transaction."
     The increased quarterly dividend of $0.70 per common share ($2.80 annualized) - up from $0.5625 per share ($2.25 annualized) - will be payable on Feb. 14, 2005, to shareholders of record as of Jan. 31, 2005.
     The ratio of total debt-to-capital at KMI improved to less than 38 percent at year-end 2004 from nearly 43 percent at the close of 2003. Without the impact of the sale of TransColorado, debt-to-capital would have been about 39 percent. In 2004, excluding the sale of TransColorado, net debt declined by $205 million - more than double KMI's published annual budget target of $100 million - and KMI repurchased $60 million of its shares, consistent with its budget. In addition, as of year-end 2004, KMI had used $43 million of the $211 million total cash proceeds from the sale of TransColorado to repurchase its shares. "In total, we expect to use about $50 million of the proceeds from the sale to reduce debt and $161 million to repurchase KMI shares, which will be completed in 2005," Kinder said. Since inception of KMI's common stock repurchase program in August 2001 through the end of 2004, KMI has used cash to repurchase approximately $555 million of its own shares. During the fourth quarter of 2004, KMI's board of directors increased the share repurchase program to $750 million.

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KMI-2004 Earnings

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Overview of Business Segments

     KMI's investments in KMP contributed almost $477 million of pre-tax earnings to KMI in 2004, up 20 percent from $398.3 million in 2003 and exceeding KMI's published annual budget of 16 percent growth. For the fourth quarter, KMI's investments in KMP contributed $129.8 million of pre-tax earnings to KMI compared to $105.5 million in the same period last year. KMI will receive $501.8 million in total distributions from its investment in KMP for 2004, compared to $421.4 million in 2003; and will receive $135.7 million for the fourth quarter, compared to $111.6 million for the fourth quarter a year ago.
      "KMP had another outstanding year in 2004 and its cash flow continued to increase due to both strong internal growth and contributions from acquisitions," Kinder said. As KMP's distributions grow, KMI's general partner share of those distributions grows as well, up to 50 percent of incremental distributions.
     Natural Gas Pipeline Company of America (NGPL) reported 2004 segment earnings of $392.8 million, almost a 6 percent increase from $372 million in 2003, and ahead of its published annual budget of 3 percent growth. Fourth quarter segment earnings increased by nearly 3 percent to $97.9 million compared to the fourth quarter of 2003. Results were driven by an increase in margins on transportation and storage revenues. "NGPL had another terrific year, successfully re-contracting firm transportation and storage capacity and increasing throughput," Kinder said. "NGPL's firm, long-haul transportation capacity is sold out through March 2005 and almost 90 percent contracted for the remainder of the year. Storage is fully contracted until April 2006." Throughput volumes were up about 3 percent for the year and 4 percent for the quarter. The level of throughput has only a modest impact on earnings, however, because the vast majority of transportation and storage revenues come from contractually secured demand charges that customers pay regardless of the amount of natural gas they ship through the pipeline.

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KMI-2004 Earnings

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     NGPL continues to invest in infrastructure and is moving forward by investing $56 million in two new projects that have been filed with the FERC to: 1) increase its storage capacity by 10 billion cubic feet at the Sayre Field in Beckham County, Okla.; and 2) expand mainline cross-haul service by 51,000 dekatherms per day in Oklahoma and Texas.  Both projects are expected to be in service in the spring of 2006. 
     TransColorado, which was sold to KMP effective Nov. 1, 2004, reported segment earnings of $20.3 million for the year and $2.1 million for the fourth quarter. Segment earnings were down in comparison to 2003 for both the year and the quarter due to the sale. KMI will continue to participate in TransColorado's future performance through KMI's ownership of the general partner of KMP.
     Retail reported 2004 segment earnings of $69.3 million, up 6 percent from $65.5 million in 2003, and ahead of its published annual budget target of 5 percent growth. Fourth quarter segment earnings were up 24 percent to $25.8 million compared to the same period the previous year. Annual growth was primarily attributable to strong meter growth in Colorado. Segment earnings in the fourth quarter also received a boost from agricultural grain drying in Nebraska. Annual volumes were down about 3 percent, mostly due to lower overall agricultural usage, but were relatively flat in the fourth quarter.
     Power generated 2004 segment earnings of $15.3 million, down from $22.1 million for 2003, but ahead of its published annual budget target of $13.5 million. Segment earnings in 2004 do not include any plant development fees, while more than $6 million in development fees related to the Jackson, Mich., plant were included in segment earnings in 2003.
     As noted, the impairment of certain power assets amounted to a net loss of $0.07 per diluted share. This includes a reduction in the carrying value of KMI's interest in a Greeley, Colo., natural gas-fired power plant. In addition, the company reduced the carrying value on certain turbine and boiler assets currently held for sale. These charges were partially offset by gains from the sale of surplus turbines and boilers, recognition of

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KMI-2004 Earnings

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the final cost savings on construction of the Jackson, Mich., power plant and favorable litigation settlements.
     KMI also recognized certain favorable income tax adjustments. KMI's estimate of its current and projected overall effective income tax rate has declined, principally as a result of the expected impact of state income taxes. The application of the new estimated effective tax rate to KMI's deferred tax balance was principally responsible for these adjustments, which totaled $0.52 per diluted share for the year.

Outlook

     KMI expects earnings of approximately $4.22 per share in 2005, an increase over the prior estimate of $4.20 that was announced in December, which represents 11 percent growth over 2004 earnings per share of $3.81. These expectations include contributions from assets currently owned by Kinder Morgan and do not include any benefits from acquisitions. Additionally, KMI expects cash flow in 2005 of approximately $620 million.
     "In 2005 and beyond, we plan to remain focused on owning and operating predominantly fee-based, mid-stream energy assets in strategic markets that are integral to helping meet the growing demand for energy products across America," Kinder said.
     The company will detail its 2005 financial plan at its annual investor conference in Houston on Tuesday, Jan. 25, and, as in previous years, will post its budget on its web site so that investors may follow Kinder Morgan's progress throughout the year. "We remain committed to transparency, and we will continue to review and explain any variances to our budget during our quarterly earnings calls," Kinder said.
     Kinder Morgan, Inc. is one of the largest energy transportation and storage companies in America, operating more than 35,000 miles of natural gas and products pipelines and approximately 135 terminals. Kinder Morgan, Inc. owns the general partner interest of Kinder Morgan Energy Partners, L.P., one of the largest publicly traded pipeline limited partnerships in the United States in terms of market capitalization.

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KMI-2004 Earnings

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Combined, the two companies have an enterprise value of approximately $25 billion. (Enterprise value is market value of the equity securities plus net debt, excluding interest rate swaps.)

Please join us at 4:30 p.m. Eastern Time on Tuesday, Jan. 18, at www.kindermorgan.com for a LIVE webcast conference call on the company's fourth quarter and 2004 earnings.

     In this release, we present a measure of cash flow that differs from cash flow measures prepared under Generally Accepted Accounting Principles (GAAP). In this release, we have defined cash flow to be pre-tax income before depletion, depreciation and amortization (DD&A), less cash paid for income taxes and less sustaining capital expenditures. In each case, the amounts included in the calculation of these measures are computed in accordance with GAAP, with the exception of sustaining capital expenditures, which is not a defined term under GAAP. Sustaining capital expenditures are defined as capital expenditures (determined in accordance with GAAP) which do not increase the capacity of an asset. We routinely calculate and communicate this measure to investors. We believe that continuing to provide this information results in consistency in our financial reporting. In addition, we believe that this measure is useful to investors because it provides investors with a quick, simple and reasonable estimate of our cash flow available for expansion projects, debt repayment, dividends and share repurchases.

     We believe the most directly comparable cash flow measure computed under GAAP is "cash flow provided by operating activities." This GAAP measure differs from the cash flow measure used in this release in that (1) it is not reduced for sustaining capital expenditures,(2) it is not adjusted for cash expected to be paid for income taxes in 2005, and (3) it is affected by a number of items that are not taken into account in the cash flow measure used in this release, including (i) adjustments for equity in earnings, (ii) distributions from equity investments, (iii) minority interests in income of consolidated subsidiaries, (iv) deferred purchased gas costs, (v) changes in gas in underground storage, (vi) changes in other working capital items, (vii) net gains or losses on sales of facilities, (viii) proceeds from termination of interest rate swaps, (ix) impairment of Power investments, (x) loss on early extinguishment of debt, (xi) pension contributions in excess of expense, and (xii) other, net. We have attached a reconciliation of cash flow to preliminary cash provided from operations for actual results. Cash flow should be considered in conjunction with cash provided from operations, as defined by GAAP.

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KMI-2004 Earnings

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     This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Kinder Morgan believes that its expectations are based on reasonable assumptions, it can give no assurance that such assumptions will materialize. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in Kinder Morgan's Forms 10-K and 10-Q as filed with the Securities and Exchange Commission.

# # #


KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Three Months Ended
December 31,

Twelve Months Ended
December 31,

2004

2003

2004

2003

Operating Revenues:
Natural Gas Transportation and Storage

$ 189,082 

$ 180,362 

$  731,289 

$  689,566 

Natural Gas Sales

  104,673 

   87,241 

   336,550 

   351,349 

Other

   32,083 

   12,578 

    97,094 

    56,982 

    Total Operating Revenues

  325,838 

  280,181 

 1,164,933 

 1,097,897 

  
Operating Costs and Expenses:
Gas Purchases and Other Costs of Sales

  108,062 

   88,939 

   349,564 

   354,261 

Operations and Maintenance

   41,578 

   30,984 

   158,356 

   123,188 

General and Administrative

   17,340 

   17,786 

    77,841 

    71,741 

Depreciation and Amortization

   29,605 

   29,631 

   118,742 

   117,528 

Taxes, Other Than Income Taxes

    5,190 

    7,868 

    28,975 

    30,573 

Impairment of Power Investments

   33,527 

   44,513 

    33,527 

    44,513 

    Total Operating Costs and Expenses

  235,302 

  219,721 

   767,005 

   741,804 

  
Operating Income

   90,536 

   60,460 

   397,928 

   356,093 

  
Other Income and (Expenses):
Equity in Earnings of Kinder Morgan
    Energy Partners

  152,530 

  123,081 

   558,078 

   464,967 

Equity in Earnings (Losses) of Other
    Equity Investments

    1,685 

     (809)

    10,152 

     7,451 

Interest Expense, Net

  (34,434)

  (33,549)

  (133,219)

  (139,588)

Interest Expense - Deferrable Interest Debentures 1

   (5,478)

        - 

   (21,912)

         - 

Interest Expense - Capital Trust Securities 1

        - 

   (5,478)

         - 

   (10,956)

Minority Interests 1

  (10,909)

  (10,913)

   (56,420)

   (52,493)

Other, Net

   (2,663)

      690 

       614 

       830 

    Total Other Income and (Expenses)

  100,731 

   73,022 

   357,293 

   270,211 

  
Income From Continuing Operations Before
    Income Taxes

  191,267 

  133,482 

   755,221 

   626,304 

Income Taxes

    6,125 

   52,672 

   226,717 

   244,600 

Income From Continuing Operations

  185,142 

   80,810 

   528,504 

   381,704 

Loss on Disposal of Discontinued Operations,
    Net of Tax

   (6,424)

        - 

    (6,424)

         - 

Net Income

$ 178,718 

$  80,810 

$  522,080 

$  381,704 

========= 

========= 

========== 

========== 

  
Basic Earnings (Loss) Per Common Share:
Income From Continuing Operations

$    1.49 

$    0.66 

$     4.27 

$     3.11 

Loss on Disposal of Discontinued Operations

    (0.05)

        - 

     (0.05)

         - 

    Total Basic Earnings Per Common Share

$    1.44 

$    0.66 

$     4.22 

$     3.11 

========= 

========= 

========== 

========== 

  
Number of Shares Used in Computing Basic
    Earnings Per Common Share

  123,844 

  123,196 

   123,778 

   122,605 

========= 

========= 

========== 

========== 

  
Diluted Earnings (Loss) Per Common Share:
Income From Continuing Operations

$    1.48 

$    0.65 

$     4.23 

$     3.08 

Loss on Disposal of Discontinued Operations

    (0.05)

        - 

     (0.05)

         - 

    Total Diluted Earnings Per Common Share

$    1.43 

$    0.65 

$     4.18 

$     3.08 

========= 

========= 

========== 

========== 

Number of Shares Used in Computing
    Diluted Earnings Per Common Share

  125,021 

  124,365 

   124,938 

   123,824 

========= 

========= 

========== 

========== 

Dividends Per Common Share

$  0.5625 

$  0.4000 

$   2.2500 

$   1.1000 

========= 

========= 

========== 

========== 

  
1

The expense associated with our capital trust securities was included in "Minority Interests" prior to the third quarter of 2003 ($10,956 for the twelve months ended December 31, 2003). Due to our adoption of a recently issued accounting standard, the expense associated with these securities was included in "Interest Expense - Capital Trust Securities" beginning with the third quarter of 2003. Due to our adoption of another recently issued accounting standard, our capital trust securities are no longer consolidated, effective December 31, 2003. The associated expense is included in "Interest Expense - Deferrable Interest Debentures" for the three months and twelve months ended December 31, 2004.


KINDER MORGAN, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Three Months Ended
December 31,

Twelve Months Ended
December 31,

2004

2003

2004

2003

Equity in Earnings of Kinder Morgan Energy Partners

$ 152,530 

$ 123,081 

$  558,078 

$ 464,967 

Segment Earnings: 1
    NGPL

   97,858 

   95,401 

   392,806 

  372,017 

    TransColorado 2

    2,116 

    5,636 

    20,255 

   23,112 

    Retail

   25,773 

   20,730 

    69,264 

   65,482 

    Power

    3,511 

    3,065 

    15,255 

   22,076 

  281,788 

  247,913 

 1,055,658 

  947,654 

General and Administrative Expenses

  (17,340)

  (17,786)

   (77,841)

  (71,741)

Interest Expense, Net

  (34,434)

  (33,549)

  (133,219)

 (139,588)

Interest Expense - Deferrable Interest Debentures 3

   (5,478)

        - 

   (21,912)

        - 

Interest Expense - Capital Trust Securities 3

        - 

   (5,478)

         - 

  (10,956)

Other 3

  (12,764)

  (10,222)

   (46,960)

  (50,297)

Income From Continuing Operations
    Before Income Taxes and Certain Items

  211,772 

  180,878 

   775,726 

  675,072 

Income Taxes, Excluding Certain Items

   82,946 

   70,682 

   299,945 

  263,131 

Income From Continuing Operations
    Before Certain Items

  128,826 

  110,196 

   475,781 

  411,941 

Certain Items, Net of Tax

   56,316 

  (29,386)

    52,723 

  (30,237)

Income From Continuing Operations

$ 185,142 

$  80,810 

$  528,504 

$ 381,704 

========= 

========= 

========== 

========= 

  
  
Diluted Earnings Per Share From Continuing
    Operations Before Certain Items

$    1.03 

$    0.89 

$     3.81 

$    3.33 

Income Tax Adjustments

     0.55 

        - 

      0.52 

        - 

Impairment of Power Investments, Net 4

    (0.07)

    (0.24)

     (0.07)

    (0.24)

Loss on Early Extinguishment of Debt

    (0.02)

        - 

     (0.02)

        - 

Other

    (0.01)

        - 

     (0.01)

    (0.01)

Diluted Earnings Per Share From Continuing
    Operations

$    1.48 

$    0.65 

$     4.23 

$    3.08 

========= 

========= 

========== 

========= 

Earnings Attributable to Investments in KMP

Three Months Ended
December 31,

Twelve Months Ended
December 31,

2004

2003

2004

2003

General Partner Interest, Including
    Minority Interest in the OLPs

$ 109,573 

$  88,774 

$  403,535 

$ 333,675 

Limited Partner Units (KMP)

   11,381 

    9,296 

    41,061 

   36,516 

Limited Partner i-units (KMR)

   31,576 

   25,011 

   113,482 

   94,776 

  152,530 

  123,081 

   558,078 

  464,967 

Pre-tax Minority Interest in KMR 5

  (22,683)

  (17,564)

   (81,082)

  (66,642)

    Pre-tax KMI Earnings from Investments in KMP

$ 129,847 

$ 105,517 

$  476,996 

$ 398,325 

========= 

========= 

========= 

========= 

Additional Information

Three Months Ended
December 31,

Twelve Months Ended
December 31,

2004

2003

2004

2003

(Units and Shares in Millions)

Average KMP Units Owned by KMI

    19.3  

    18.2  

    18.5  

    18.3  

KMP Earnings per Unit

$   0.59  

$   0.51  

$   2.22  

$   2.00  

Average KMR Shares Owned by KMI

    15.1  

    14.6  

    14.6  

    14.1  

Average Total KMR Shares Outstanding

    53.2  

    48.6  

    51.2  

    47.4  


Volume Highlights

Three Months Ended
December 31,

Twelve Months Ended
December 31,

2004

2003

2004

2003

Systems Throughput (Trillion Btus):
    NGPL 6

   415.9  

   399.1  

 1,539.6  

 1,498.6  

    Retail 7

    14.2  

    14.4  

    46.4  

    48.0  

Btus = British thermal units

1

Operating income before corporate costs plus gains and losses on incidental sales of assets plus earnings from equity method investments.

2

Our investment in TransColorado Gas Transmission Company was contributed to Kinder Morgan Energy Partners, effective November 1, 2004.

3

Beginning with the third quarter of 2003, payments associated with our capital trust securities are included with interest expense. Prior to the third quarter of 2003, such payments are included as minority interest within the "Other" caption.

4

In addition to the charge for impairment of Power investments, the amounts for the three months and twelve months ended December 31, 2004, include pre-tax income of $18,517 reported in the caption "Other" under the heading "Operating Revenues" in the accompanying Consolidated Statements of Income. In addition to the charge for impairment of Power investments, the amounts for the three months and twelve months ended December 31, 2003, include pre-tax charges of $2,882 reported in the caption "Equity in Earnings (Losses) of Other Equity Investments" in the accompanying Consolidated Statements of Income.

5

Minority interest, net of tax (as reported in the Consolidated Statements of Income), was$13,537 and $10,890 for the three months ended December 31, 2004 and 2003, respectively, and $50,271 and $41,318 for the twelve months ended December 31, 2004 and 2003, respectively.

6

Excludes transport for Kinder Morgan Texas and Kinder Morgan Tejas intrastate pipelines.

7

Excludes transport volumes of intrastate pipelines.


KINDER MORGAN, INC. AND SUBSIDIARIES
PRELIMINARY SUMMARIZED BALANCE SHEET INFORMATION (UNAUDITED)
(DOLLARS IN MILLIONS)

December 31,

December 31,

2004

2003

Assets:
Cash and Cash Equivalents

$     177 

$      11 

Other Current Assets

      262 

      265 

Investments

    3,347 

    3,288 

Property, Plant and Equipment, Net

    5,852 

    6,084 

Other Assets

      396 

      389 

    Total Assets

$  10,034 

$  10,037 

========= 

========= 

  
Liabilities and Stockholders' Equity:
Notes Payable and Current Maturities of Long-term Debt

$     505 

$     133 

Other Current Liabilities

      333 

      344 

Other Liabilities and Deferred Credits

    2,648 

    2,675 

Long-term Debt:
    Outstanding Notes and Debentures

    2,258 

    2,837 

    Deferrable Interest Debentures Issued to Subsidiary Trusts

      284 

      284 

    Value of Interest Rate Swaps

       88 

       88 

  

    2,630 

    3,209 

Minority Interests in Equity of Subsidiaries

    1,053 

    1,010 

Stockholders' Equity:
    Accumulated Other Comprehensive Loss

      (55)

      (26)

    Other Stockholders' Equity

    2,920 

    2,692 

        Total Stockholders' Equity

    2,865 

    2,666 

    Total Liabilities and Stockholders' Equity

$  10,034 

$  10,037 

========= 

========= 

  
  
Total Debt 1

$   2,586 

$   2,959 

========= 

========= 

Total Capital 2

$   6,843 

$   6,945 

========= 

========= 

Ratio of Total Debt to Total Capital

     37.8%

     42.6%

========= 

========= 

1

Notes payable and current maturities of long-term debt plus outstanding notes and debentures, less cash and cash equivalents.

2

Total debt plus deferrable interest debentures issued to subsidiary trusts plus minority interests in equity of subsidiaries plus stockholders' equity less accumulated other comprehensive loss.

KINDER MORGAN, INC. AND SUBSIDIARIES
RECONCILIATION OF PRELIMINARY CASH FLOW (UNAUDITED)
(DOLLARS IN MILLIONS)

Twelve Months Ended
December 31,

2004

2003

Simplified Calculation of Cash Flow Per Press Release
Income From Continuing Operations Before Income Taxes and Certain Items

$   775.7 

$   675.1 

Add: Depreciation and Amortization

    118.7 

    117.5 

Less: Sustaining Capital Expenditures

    (82.2)

    (83.5)

Less: Cash Paid for Income Taxes

   (200.0)

1

   (151.1)

    Simplified Calculation of Cash Flow Per Press Release

$   612.2 

$   558.0 

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Reconciliation of Simplified Calculation to Preliminary Statement of Cash Flow
Simplified Calculation of Cash Flow Per Press Release

$   612.2 

$   558.0 

Add Back: Sustaining Capital Expenditures

     82.2 

     83.5 

Subtotal

    694.4 

    641.5 

Other Adjustments 2

    (44.1)

    (38.3)

    Net Cash Flows Provided by Continuing Operations

$   650.3 

3

$   603.2 

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1

$144.1 million paid in 2004 - the remaining $55.9 million is expected to be paid in 2005.

2

Adjustments for equity in earnings, distributions from equity investments, minority interests in income of consolidated subsidiaries, impairment of Power investments, deferred purchased gas costs, loss on early extinguishment of debt, changes in gas in underground storage, changes in other working capital items, net gains or losses on sales of facilities, pension contributions in excess of expense, proceeds from termination of interest rate swaps, other, net and taxes expected to be paid in 2005.

3

Preliminary estimate. Final statement of cash flows will be provided on Form 10-K.