UNITED STATES 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, 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 1-14161 -------- KEYSPAN GAS EAST CORPORATION ------------------------------ (Exact name of Registrant as specified in its charter) New York 11-3434848 - ---------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 175 East Old Country Road, Hicksville, New York 11801 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (631) 755-6650 ---------------- (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class of Common Stock Outstanding - --------------------------- ---------------------------------------- $.01 par value All Common stock, 100 shares, are held by KeySpan Corporation The registrant meets the conditions set forth in Generation Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format. KEYSPAN GAS EAST CORPORATION INDEX ----- Part I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements Statement of Income - Three and Six Months Ended June 30, 2000 and 1999 3 Balance Sheet - June 30, 2000 and December 31, 1999 4 Statement of Cash Flows - Three and Six Months Ended June 30, 2000 and 1999 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis Of Financial Condition and Results of Operations 11 Part II. OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K 15 Signatures 16 2 STATEMENT OF INCOME (Unaudited) (IN THOUSANDS OF DOLLARS) - --------------------------------------------------------------------------------------------------------------- THREE MONTHS Three Months SIX MONTHS Six Months ENDED Ended ENDED Ended JUNE 30, 2000 June 30, 1999 JUNE 30, 2000 June 30, 1999 - --------------------------------------------------------------------------------------------------------------- REVENUES $ 118,582 $ 99,972 $ 417,241 $ 368,274 -------------- ------------ -------------- --------------- OPERATING EXPENSES Purchased gas 54,946 40,090 198,947 167,588 Operations and maintenance 31,791 24,648 73,434 53,122 Depreciation, depletion and amortization 11,337 7,071 20,176 14,239 Operating taxes 19,866 18,319 47,157 44,492 -------------- ------------ -------------- --------------- Total Operating Expenses 117,940 90,128 339,714 279,441 -------------- ------------ -------------- --------------- OPERATING INCOME 642 9,844 77,527 88,833 OTHER INCOME 179 (8) 2,233 497 -------------- ------------ -------------- --------------- INCOME BEFORE INTEREST CHARGES AND INCOME TAXES 821 9,836 79,760 89,330 INTEREST CHARGES 12,527 13,189 24,727 26,658 INCOME TAXES (4,327) (1,169) 18,778 21,926 -------------- ------------ -------------- --------------- NET INCOME (LOSS) $ (7,379) $ (2,184) $ 36,255 $ 40,746 ============== ============ ============== =============== See accompanying Notes to the Financial Statements. 3 BALANCE SHEET (IN THOUSANDS OF DOLLARS) - ---------------------------------------------------------------------------------------------------------- JUNE 30, 2000 December 31, 1999 - ---------------------------------------------------------------------------------------------------------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Customer accounts receivable $ 117,189 $ 122,889 Accounts receivable, intercompany 45,924 43,405 Other accounts receivable 118,929 117,738 Allowance for uncollectible accounts (10,478) (5,310) Gas in storage, at average cost 48,665 72,741 Materials and supplies, at average cost 5,915 5,507 Other 614 1,445 ---------- ---------- 326,758 358,415 ---------- ---------- PROPERTY Gas 1,439,001 1,393,533 Accumulated depreciation (260,008) (245,956) ---------- ----------- 1,178,993 1,147,577 ---------- ----------- DEFERRED CHARGES Regulatory assets 190,239 179,742 Deferred income tax 31,752 52,065 Other 1,143 373 ---------- ----------- 223,134 232,180 ---------- ----------- TOTAL ASSETS $ 1,728,885 $ 1,738,172 ========== =========== See accompanying Notes to the Financial Statements. 4 BALANCE SHEET (IN THOUSANDS OF DOLLARS) - ----------------------------------------------------------------------------------------------------------------- JUNE 30, 2000 December 31, 1999 - ----------------------------------------------------- ----- --------------------------------------------------- (Unaudited) (Audited) LIABILITIES AND CAPITALIZATION CURRENT LIABILITIES Current maturities of long-term debt $ - $ 397,000 Accounts payable and accrued expenses 136,809 142,481 Taxes accrued 9,350 5,005 Customer deposits 4,031 3,845 ---------------- ---------------- 150,190 548,331 ---------------- ---------------- INTERCOMPANY ACCOUNTS PAYABLE, LONG-TERM 203,691 258,079 ---------------- ---------------- DEFERRED CREDITS AND OTHER LIABILITIES Regulatory liabilities 26,510 20,888 Operating reserves and other 83,262 81,896 ---------------- ---------------- 109,772 102,784 ---------------- ---------------- CAPITALIZATION Premium on capital stock 657,862 657,862 Retained earnings 31,466 (4,788) --------------- ---------------- Total common shareholders' equity 689,328 653,074 Long-term debt 575,904 175,904 --------------- ---------------- TOTAL CAPITALIZATION 1,265,232 828,978 ---------------- ---------------- TOTAL LIABILITIES AND CAPITALIZATION $ 1,728,885 $ 1,738,172 ================ ================ See accompanying Notes to the Financial Statements. 5 STATEMENT OF CASH FLOWS (Unaudited) (IN THOUSANDS OF DOLLARS) - ----------------------------------------------------------------------------------------------------------------------------------- THREE MONTHS Three Months SIX MONTHS Six Months ENDED Ended ENDED Ended JUNE 30, 2000 June 30, 1999 JUNE 30, 2000 June 30, 1999 - ----------------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income (Loss) $ (7,379) $ (2,184) $ 36,255 $ 40,746 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Depreciation and amortization 11,337 7,071 20,176 14,239 Deferred income tax 13,598 21,600 18,950 44,695 CHANGES IN ASSETS AND LIABILITIES Accounts receivable 48,890 86,218 7,158 11,753 Materials and supplies and gas in storage (33,972) (29,515) 23,668 28,018 Accounts payable and accrued expenses 15,382 (31,626) (1,327) (20,725) Other (6,085) 9,964 (6,539) 236 -------------------------------------------------------------------------- Net Cash Provided by Operating Activities 41,771 61,528 98,341 118,962 -------------------------------------------------------------------------- INVESTING ACTIVITIES Capital expenditures (25,058) (20,984) (46,953) (37,780) -------------------------------------------------------------------------- Net Cash (Used in) Investing Activities (25,058) (20,984) (46,953) (37,780) -------------------------------------------------------------------------- FINANCING ACTIVITIES Issuance of long-term debt - - 400,000 - Repayment of long-term debt - - (397,000) - Intercompany accounts payable - long-term debt (16,713) (40,544) (54,388) (81,182) -------------------------------------------------------------------------- Net Cash (Used in) Financing Activities (16,713) (40,544) (51,388) (81,182) -------------------------------------------------------------------------- Net Increase in Cash and Cash Equivalents - - - - ========================================================================== Cash and cash equivalents at beginning of period $ - $ - $ - $ - Net Increase in cash and cash equivalents - - - - -------------------------------------------------------------------------- Cash and Cash Equivalents at $ - $ - $ - $ - End of Period (See Note 5) ========================================================================== See accompanying Notes to the Financial Statements. 6 NOTES TO FINANCIAL STATEMENTS KeySpan Gas East Corporation, d/b/a KeySpan Energy Delivery Long Island (the "Company") is a wholly owned subsidiary of KeySpan Corporation d/b/a KeySpan Energy (the "Parent"). The Company provides gas distribution services to approximately 478,000 customers in the Long Island counties of Nassau and Suffolk and the Rockaway Peninsula of the Borough of Queens. 1. BASIS OF PRESENTATION In the opinion of the Company, the accompanying unaudited Financial Statements contain all adjustments necessary to present fairly the financial position of the Company as of June 30, 2000, and the results of its operations and cash flows for the three and six months ended June 30, 2000 and June 30, 1999. The accompanying financial statements should be read in conjunction with the financial statements and notes included in the Company's 1999 Annual Report on Form 10-K. Income from interim periods may not be indicative of future results. Certain reclassifications were made to conform prior period financial statements with the current period financial statement presentation. Other than as noted, adjustments were of a normal, recurring nature. 2. REVENUES The gas distribution business is influenced by seasonal weather conditions. Annual gas revenues are substantially realized during the heating season (November 1 to April 30) as a result of the large proportion of heating sales, primarily residential, compared with total sales. Accordingly, results of operations for gas distribution operations historically are most favorable in the three months ended March 31, with results of operations being next most favorable in the three months ended December 31. Historically, results for the quarters ended June 30 are marginally profitable or unprofitable, and losses are generally incurred in the quarters ended September 30. The Company operates under a utility tariff that contains a weather normalization adjustment that largely offsets shortfalls or excesses of firm net revenues (i.e., revenues less gas costs and revenue taxes) during a heating season due to variations from normal weather. 3. ENVIRONMENTAL MATTERS The Company has identified nineteen manufactured gas plant ("MGP") sites which were historically owned or operated by the Company (or its predecessors). These former sites, some of which are no longer owned by the Company, have been identified to the New York State Department of Environmental Conservation ("DEC") for inclusion on appropriate waste site inventories. The Company presently estimates the cost of its MGP-related environmental cleanup activities will be approximately $76 million; which amount has been accrued by the Company as its current best estimate of its aggregate environmental liability for known sites. The currently-known conditions of the former MGP sites, their period and magnitude of operation, generally observed cleanup 7 requirements and costs in the industry, current land use and ownership, and possible reuse have been considered in establishing contingency reserves. The Company believes that in the aggregate, the accrued liability for investigation and remediation of the MGP sites identified above are reasonable estimates of likely cost within a range of reasonable, foreseeable costs. Eleven sites identified are currently the subject of Administrative Consent Orders ("ACO") with the DEC and one identified site is subject to the negotiation of an agreement under the DEC's Voluntary Clean-up Program. The Company's remaining MGP sites may not become subject to ACOs in the future; accordingly no liability has been accrued for these sites. The current rate plan in effect provides for recovery of environmental costs. At June 30, 2000, the Company has reflected a regulatory asset of approximately $79 million. Expenditures incurred to date by the Company with respect to MGP-related activities total $5.7 million. 4. ISSUANCE OF LONG-TERM DEBT The Company filed a shelf registration statement with the Securities and Exchange Commission ("SEC") in December 1999 for the issuance of up to $600 million of Medium Term Notes. On February 1, 2000, the Company issued $400 million 7.875% Notes due February 1, 2010. The net proceeds from the issuance were used to repay the Parent for its costs in extinguishing $397 million of promissory notes due LIPA that matured in June 1999. The Medium Term Notes are fully and unconditionally guaranteed by the Parent. At June 30, 2000, $200 million of Medium Term Notes remain available for issuance under the shelf registration statement. 5. RELATED PARTY TRANSACTIONS The Company engages in various transactions with affiliates of the Parent. In addition, all cash collected from the Company's gas customers is collected and held by the Parent's corporate and administrative subsidiary. Further, all payments to third parties for Company payables, including labor, are made by the Parent's corporate and administrative subsidiary on behalf of the Company. The Company is also obligated to reimburse the Parent for the Company's allocated share of principal and interest on the promissory notes due to the Long Island Power Authority ("LIPA"). Accordingly, accrued interest related to these notes is recorded as an intercompany payable. At June 30, 2000 and December 31, 1999, the Company had current intercompany accounts receivable balances of $45.9 million and $43.4 million respectively, from the Parent's corporate and administrative subsidiary. These balances approximate twelve months of interest payments on the Company's long-term debt outstanding at June 30, 2000 and December 31, 1999. The balance of intercompany accounts payable amounted to $203.7 million and $258.1 million at June 30, 2000 and December 31, 1999, respectively. These balances reflect, primarily, the Company's allocated pension and other postretirement liability due to the Parent, as well as natural gas purchases and taxes payable. 8 The Company incurs expenses related to services it provides to affiliates of the Parent. These expenses are offset by intercompany billings to the various affiliates of the Parent for which the Company provides such services. Billings to various affiliates of the Parent amounted to $0.6 million and $1.0 million for the three and six months ended June 30, 2000, respectively and $0.7 million and $1.5 million for the three and six months ended June 30, 1999, respectively. These billings reduced operating expenses in the accompanying Income Statement. 6. ACQUISITION OF EASTERN ENTERPRISES On November 4, 1999, the Parent and Eastern Enterprises ("Eastern") announced that the companies had signed a definitive merger agreement under which the Parent will acquire all of the common stock of Eastern for $64.00 per share in cash, subject to adjustment. The Agreement and Plan of Merger is included as an exhibit to the Parent's Form 8-K filed on November 5, 1999. The transaction has a total value of approximately $2.5 billion and will be accounted for utilizing purchase accounting. In connection with the merger, Eastern has amended its merger agreement with EnergyNorth, Inc. ("EnergyNorth") to provide for an all cash acquisition by Eastern of EnergyNorth shares at a price per share of $61.13, subject to adjustment. The restructured EnergyNorth merger is expected to close contemporaneously with the KeySpan/Eastern transaction. The EnergyNorth transaction has a total value of approximately $250 million. Proforma financial statements for the Eastern and EnergyNorth transactions are included as an exhibit to the Parent's June 30, 2000 Form 10-Q. Following the closing of these transactions, the Parent will become subject to the regulation of the SEC as a registered holding company under the Public Utility Holding Company Act of 1935, as amended. As such, the corporate and financial activities of the Parent and its subsidiaries, including such entities' ability to pay dividends, will be subject to SEC regulation. The merger is conditioned upon the approval of the SEC. Shareholders of both Eastern and EnergyNorth, as well as the New Hampshire Public Utility Commission (with respect to Eastern's acquisition of EnergyNorth) have approved the transactions. The Parent anticipates that the transaction will be consummated in the fourth quarter of 2000, but is unable to determine when or if the required SEC approval will be obtained. Eastern owns and operates Boston Gas Company, Colonial Gas Company, Essex Gas Company, Midland Enterprises Inc., Transgas Inc., and ServicEdge Partners, Inc. 7. NEW FINANCIAL ACCOUNTING STANDARDS In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of SFAS No. 133." SFAS No. 137 defers the effective date of SFAS No. 133 to fiscal years beginning after July 15, 2000. The Company will therefore adopt SFAS No. 133 in the first quarter of fiscal year 2001. SFAS No. 133 establishes accounting 9 and reporting standards for derivative instruments and for hedging activities. It 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. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - An Amendment of FASB Statement No 133." SFAS No. 138 amends the accounting and reporting standards of SFAS No. 133 for a number of transactions. The most significant amendment to SFAS 133 as it relates to the Company is that the normal purchases and normal sales exception found in SFAS 133 may now be applied to contracts that implicitly or explicitly permit net settlement, and contracts that have a market mechanism to facilitate net settlement. Therefore, under SFAS 138, the Company's gas procurement contracts are not considered derivative financial instruments. As of June 30, 2000, the Company did not have any derivative financial instruments. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS NET REVENUES AND GAS SALES QUANTITIES The table below highlights net revenues and sales quantity statistics for the Company for the periods indicated. (IN THOUSANDS OF DOLLARS) - ----------------------------------------------------------------------------------------------------------------------------------- Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 - ----------------------------------------------------------------------------------------------------------------------------------- Revenues $ 118,582 $ 99,972 $ 417,241 $ 368,274 Purchased gas 54,946 40,090 198,947 167,588 Revenue taxes 5,283 5,439 17,073 18,339 - -------------------------------------------------------------------------------------------------------------------------------- Net Revenues 58,353 54,443 201,221 182,347 - -------------------------------------------------------------------------------------------------------------------------------- Firm gas sales (MDTH) 9,519 8,261 36,398 33,502 Firm transportation (MDTH) 1,009 831 3,269 3,003 Transportation - Electric Generation (MDTH) 17,845 20,923 30,631 29,411 Other sales (MDTH) 3,273 4,130 13,916 12,855 Warmer than normal 8.7% 14.2% 5.9% 9.1% - -------------------------------------------------------------------------------------------------------------------------------- An MDTH is 10,000 therms (British Thermal Units) and reflects the heating content of approximately one million cubic feet of gas. A therm reflects the heating content of approximately 100 cubic feet of gas. Net gas revenues increased during the second quarter of 2000, compared to the second quarter of last year, by $3.9 million or 7.2%. For the six months ended June 30, 2000, net gas revenues increased by $18.9 million or 10.4% compared to the corresponding period of last year. The increase in net gas revenues for both periods was due to continued gas sales growth. Long Island has a low natural gas saturation rate and significant gas-sales growth opportunities are believed to be available. The Company estimates that less than 30% of the residential and the multi-family markets, and 70% of the commercial market currently use natural gas for space heating. The Company will continue to seek growth through the expansion of its distribution system as well as through the conversion of residential homes from oil-to-gas for space heating purposes, and the pursuit of opportunities to grow multi- family, industrial and commercial markets. 11 The increase in gas costs for the three and six months ended June 30, 2000 compared to the corresponding periods last year was due to the increase in gas sales growth and generally higher gas prices. Variations in gas costs have little impact on operating results as the Company's current gas rate structure includes a gas adjustment clause, pursuant to which variations between actual gas costs and gas cost recoveries are deferred and subsequently refunded to or collected from customers. Firm gas sales and transportation quantities increased during the three and six months ended June 30, 2000, respectively over the corresponding periods in 1999, due to an increase in firm sales resulting from gas-sales growth and an increase in firm gas transportation quantities as the Company continues its natural gas deregulation initiatives. The Company's net margins are not affected by customers opting to purchase their gas supply from sources other than the Company, since distribution rates charged to transportation customers are the same as those charged to full sales service customers. Transportation quantities related to electric generation reflects the transportation of gas to the Parent's electric generating facilities located on Long Island. Net revenues from these services are minimal. Other sales quantities include on-system interruptible quantities, off-system sales quantities (sales made to customers outside of the Company's service territory) and related transportation. A subsidiary of the Parent, which is responsible for gas procurement and off-system sales, has an agreement with Coral Energy Resources, L.P., a subsidiary of Shell Oil Company ("Coral") in which Coral assists in the origination, structuring, valuation and execution of energy-related transactions on behalf of the Company. A sharing exists between gas ratepayers and the Company for off-system gas transactions; the remaining profits on such transactions are then shared with Coral. The Company also shares in revenues arising from certain transactions initiated by Coral. OPERATING EXPENSES Operations and maintenance expense increased by $7.1 million, or 29%, in the second quarter of 2000 compared to the corresponding quarter last year, and by $20.3 million, or 38% for the six months ended June 30, 2000 compared to the six months ended June 30, 1999. Operations and maintenance expense in both periods reflects, generally, higher labor costs and associated employee benefit expenses, additional provisions for uncollectible accounts and higher marketing costs and incentives related to the Company's gas expansion initiatives. The increase in depreciation and amortization expense generally reflects continued property additions and the amortization of certain regulatory items previously deferred and now being recovered through revenue recovery mechanisms. Further, operating taxes which include state and local taxes on property have increased as the applicable property base and tax rates generally have increased. OTHER EXPENSES Income tax expense reflects the lower level of pre-tax income for the quarter and six months ended June 30, 2000, compared to the corresponding periods last year. 12 LIQUIDITY, CAPITAL EXPENDITURES AND FINANCING LIQUIDITY The Company does not maintain a cash balance. All cash generated from billings to customers for gas service is maintained by the Parent's corporate and administrative subsidiary. Further, all payments to third parties for Company payables, including labor, are made by the Parent's corporate and administrative subsidiary on behalf of the Company. (See Note 5 to the Financial Statements, "Related Party Transactions".) The Company records as an intercompany accounts receivable or intercompany accounts payable to the Parent's corporate and administrative subsidiary the difference between the cash received from customers compared to third party payments. At June 30, 2000, the Company had an intercompany accounts payable of $203.7 million due to the Parent's corporate and administrative subsidiary. In addition, at June 30, 2000 the Company had a current intercompany accounts receivable balance of $45.9 million from the Parent's corporate and administrative subsidiary, approximating twelve months of interest payments on the Company's long-term debt outstanding at June 30, 2000. The Company estimates that cash provided from operating activities will be sufficient for the Company to satisfy its obligations for the foreseeable future. To the extent the Company requires additional funding, on a short-term basis, the Company has the ability to borrow such funds from the Parent or a Parent subsidiary. CAPITAL EXPENDITURES Capital expenditures were $25.1 million and $47.0 million for the quarter and six months ended June 30, 2000, respectively. The Company's capital expenditures for the quarter and six months ended June 30, 1999 were $21.0 million and $37.8 million, respectively. Capital expenditures were primarily for the renewal and replacement of mains and services and for the expansion of the gas distribution system on Long Island. The amount of capital expenditures is reviewed on an ongoing basis and can be affected by timing, scope and changes in investment opportunities. FINANCING The Company has an effective shelf registration statement on file with the Securities and Exchange Commission for the issuance of up to $600 million of Medium Term Notes. On February 1, 2000, the Company issued $400 million 7.875% Notes due February 1, 2010. The net proceeds from this issuance were used to repay the Parent for its costs in extinguishing $397 million of promissory notes due LIPA that matured in June 1999. The notes issued are fully and unconditionally guaranteed by the Parent. At June 30, 2000, $200 million of Medium Term Notes remain available for issuance under the shelf registration statement. 13 GAS DISTRIBUTION - RATE MATTERS By orders dated February 5, 1998 and April 14, 1998 the Public Service Commission of the State of New York ("NYPSC") approved a Stipulation and Agreement ("Stipulation") among KeySpan Energy Delivery New York, Long Island Lighting Company, the Staff of the NYPSC and six other parties that established gas rates for the Company. (For more information on these agreements refer to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.) ENVIRONMENTAL MATTERS The Company is subject to various federal, state and local laws and regulatory programs related to the environment. Ongoing environmental compliance activities, which have not been material, are charged to operation and maintenance activities. The Company estimates that the remaining minimum cost of its MGP-related environmental cleanup activities will be approximately $76 million and has recorded a related liability for such amount. Further, as of June 30, 2000, the Company has expended a total of $5.7 million. (See Note 3 to the Financial Statements "Environmental Matters".) CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Form 10-Q concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts, are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Without limiting the foregoing, all statements relating to the Company's future outlook, anticipated capital expenditures, future cash flows and borrowings, pursuit of potential future acquisition opportunities and sources of funding are forward-looking statements. Such forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties and actual results may differ materially from those discussed in such statements. Among the factors that could cause actual results to differ materially are: available sources and cost of fuel; federal and state regulatory initiatives that increase competition, threaten cost and investment recovery, and impact rate structures; the ability of the Company to successfully reduce its cost structure; inflationary trends and interest rates; and other risks detailed from time to time in other reports and other documents filed by the Company with the Securities and Exchange Commission. For any of these statements, the Company claims the protection of the safe harbor for forward-looking information contained in the Private Securities Litigation Reform Act of 1995, as amended. 14 PART II OTHER INFORMATION - ------------------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (27)* Financial Data Schedule on Schedule U-T for the quarter ended June 30, 2000. - ------------------------- *Filed Herewith 15 KEYSPAN GAS EAST CORPORATION SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned there unto duly authorized. KEYSPAN GAS EAST CORPORATION ---------------------------- (Registrant) Date: August 10, 2000 /s/ Anne C. Jordan --------------------------------- Anne C. Jordan Vice President and Chief Financial Officer Date: August 10, 2000 /s/ Paul R. Nick --------------------------------- Paul R. Nick Controller and Chief Accounting Officer 16