<PAGE>
United States
Securities and Exchange Commission
Washington, DC 20549
Form 10-Q
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTIONS H(1) (a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 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 Registrant; State of Incorporation; IRS Employer
Number Address; and Telephone No. Identification No.
------ ---------------------------------- ------------------
333-75369 PP&L Transition Bond Company LLC 23-3004428
(Delaware)
Two North Ninth Street, GENA92, Room 3
Allentown, PA 18101-1179
(610) 774-7934
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 [ ]
<PAGE>
PP&L TRANSITION BOND COMPANY LLC
--------------------------------
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
INDEX
-----
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Statement of Operations and Changes in Member's Equity 2
Statement of Cash Flows 3
Balance Sheet 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
GLOSSARY OF TERMS AND ABBREVIATIONS 12
SIGNATURES 13
<PAGE>
PP&L TRANSITION BOND COMPANY LLC
- -------------------------------
Part 1. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements
- ----------------------------
STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY
(Unaudited)
(Thousands of Dollars)
<TABLE>
<CAPTION>
For the Period
March 25, 1999 (date
Three Months of inception)
Ended September 30, to September 30,
1999 1999
------------------- ------------------
<S> <C> <C>
Revenue
Collections of intangible transition charges
by servicer.................................................. $ 64,164 $ 64,164
Interest income................................................ 100 100
-------- --------
Total revenue............................................. 64,264 64,264
-------- --------
Expenses
Amortization of intangible transition property................. 40,800 40,800
Interest expense............................................... 23,722 23,722
Administrative and general expenses............................ 299 299
-------- --------
Total expenses............................................ 64,821 64,821
-------- --------
Operating Loss.................................................... (557) (557)
Income Tax Benefit................................................ (231) (231)
-------- --------
Net Loss.......................................................... $ (326) $ (326)
======== ========
Member's equity - beginning of period............................. 1 0
Member's cash contribution........................................ 12,100 12,101
-------- --------
Member's equity - end of period................................... $ 11,775 $ 11,775
======== ========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
2
<PAGE>
PP&L TRANSITION BOND COMPANY LLC
- --------------------------------
STATEMENT OF CASH FLOWS
(Unaudited)
(Thousands of Dollars)
<TABLE>
<CAPTION>
For the Period
March 25, 1999 (date
of inception) to
September 30,
1999
--------------------
<S> <C>
Cash Flows From Operating Activities
Net Loss..................................................................... $ (326)
Adjustment to reconcile net loss to net cash provided by
operating activities:
Amortization of intangible transition property............................... 40,800
Amortization of debt issuance expenses....................................... 454
Amortization of debt discount................................................ 11
Deferred income taxes........................................................ (318)
Changes in current assets and liabilities:
Increase in collections of intangible transition charges
receivable from servicer................................................. (55,734)
Increase in interest and taxes accrued..................................... 23,344
Increase in other current liabilities...................................... 1,613
Other operating activities - net............................................. 120
-----------
Net cash provided by operating activities................................ 9,964
-----------
Cash Flows From Investing Activities
Purchase of intangible transition property................................... (2,402,000)
Change in restricted funds................................................... (12,200)
-----------
Net cash used in investing activities.................................... (2,414,200)
-----------
Cash Flows From Financing Activities
Proceeds from issuance of transition bonds................................... 2,419,737
Debt expense................................................................. (14,281)
Equity contribution from member.............................................. 12,101
-----------
Net cash provided by financing activities................................ 2,417,557
-----------
Net Increase in Cash and Cash Equivalents...................................... 13,321
Cash and Cash Equivalents at Beginning of Period............................... 0
-----------
Cash and Cash Equivalents at End of Period..................................... $ 13,321
===========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
3
<PAGE>
PP&L TRANSITION BOND COMPANY LLC
- --------------------------------
BALANCE SHEET
(Thousands of Dollars)
<TABLE>
<CAPTION>
September 30,
1999
(Unaudited)
-------------
<S> <C>
ASSETS
Current Assets
Cash and cash equivalents.............................. $13,321
Collections of intangible transition charges
receivable from servicer............................ 55,734
----------
Current assets.................................... 69,055
----------
Noncurrent Assets
Intangible transition property......................... 2,361,200
Unamortized debt issuance expense...................... 13,827
Restricted funds....................................... 12,200
Deferred income taxes.................................. 318
----------
Noncurrent assets................................... 2,387,545
----------
Total assets........................................ $2,456,600
==========
LIABILITIES AND MEMBER'S EQUITY
Current Liabilities
Long-term debt due within one year..................... $204,310
Interest accrued....................................... 23,257
Taxes accrued.......................................... 87
Payable to servicer.................................... 1,486
Other.................................................. 127
----------
Current liabilities................................. 229,267
==========
Noncurrent Liabilities
Long term debt, net of discount............................ 2,215,438
Other...................................................... 120
----------
Noncurrent liabilities................................. 2,215,558
----------
Member's Equity.............................................. 11,775
----------
Total liabilities and member's equity.................. $2,456,600
==========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
4
<PAGE>
PP&L Transition Bond Company LLC
Notes to Financial Statements
--------------------------------
Terms and abbreviations appearing in Notes to Financial Statements are
explained in the glossary.
1. Interim Financial Statements
Certain information in footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
has been condensed or omitted in this Form 10-Q pursuant to the rules and
regulations of the SEC.
2. Nature of Operations
The financial statements include the accounts of PP&L Transition Bond Company
LLC (the Company). PP&L Transition Bond Company LLC, a limited liability
company established under the laws of the State of Delaware, was formed on March
25, 1999 pursuant to a limited liability company agreement. PP&L is the only
member of the Company.
The Company was organized for the sole purpose of purchasing and owning ITP,
issuing transition bonds (Bonds), pledging its interest in ITP and other
collateral to the Trustee under an Indenture between the Company and the Trustee
to collateralize the Bonds, and performing activities that are necessary to
accomplish these purposes. ITP represents the irrevocable right of PP&L, or its
successor or assignee, to collect a non-bypassable ITC from customers pursuant
to the PUC Restructuring Order in accordance with the Competition Act. The PUC
Restructuring Order authorizes the ITC to be sufficient to recover up to $2.85
billion aggregate principal amount of Bonds, plus an amount sufficient to
provide for any credit enhancement, to fund any reserves and to pay interest,
redemption premiums, servicing fees and other expenses relating to the Bonds.
The Company's organizational documents require it to operate in a manner so
that its assets would not be consolidated with the bankruptcy estate of PP&L in
the event PP&L becomes subject to a bankruptcy proceeding. Both PP&L and the
Company have treated the transfer of the ITP to the Company as a sale under
applicable law. The Bonds are treated as debt obligations of the Company. The
assets of the Company are not available to creditors of PP&L or PP&L Resources,
Inc. and the ITP is not an asset of PP&L or PP&L Resources, Inc. The Company is
expected to terminate its existence after final maturity of the Bonds.
The Company issued $2.42 billion of Bonds in eight different classes on
August 10, 1999. See Note 4 for additional information.
5
<PAGE>
3. Summary of Significant Accounting Policies
Management's Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These estimates and assumptions will affect the reported amount of revenues,
expenses, assets, and liabilities and disclosure of contingencies. Actual
results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents. Cash and Cash Equivalents do
not include Restricted Funds.
Restricted Funds
Under the Indenture, the Company deposited an amount equal to 0.5% of the
initial principal amount of the 1999-1 Bonds into the Capital Subaccount with
the Trustee. This amount was contributed by PP&L to the Company. This account is
the last account drawn in the event funds are insufficient to make required
allocations. If the Capital Subaccount is used, it will be replenished from ITC
remittances to its original level through the periodic reconciliation process.
Accordingly, the Capital Subaccount is classified as Restricted Funds on the
Balance Sheet.
Amortization of Intangible Transition Property
The ITP is being amortized over the life of the Bonds, based on ITC revenues,
interest accruals and other fees. The ITP is solely the property of the
Company.
Amortization of Debt Issuance Costs and Discount on Debt
The costs associated with the issuance of the Bonds have been capitalized and
are being amortized over the life of the Bonds utilizing the effective interest
method.
Income Taxes
The Company is included in the consolidated federal income tax return of
PP&L. The Statement of Operations reflects the Company's allocation of its
parent's consolidated federal income tax provision, as is the practice for PP&L
and its affiliates.
6
<PAGE>
4. Long-Term Debt
In August 1999, the Company issued $2.42 billion of Series 1999-1 Bonds. The
Bonds consist of eight classes. The Company used the proceeds from the Bonds to
purchase ITP from CEP Securities. PP&L arranged for the formation of CEP
Securities to provide flexibility to issue multiple tranches of transition bonds
at different dates. The Bonds are collateralized by the ITP and other assets of
the Company.
Scheduled maturities and interest rates for the Bonds at September 30, 1999
are:
<TABLE>
<CAPTION>
Initial Class Expected Final Final
Class Bond Rate Principal Balance Payment Date Maturity Date
- ----- --------- ----------------- -------------- --------------
($ Thousands)
<S> <C> <C> <C>
A-1 6.08% $ 293,000 March 25, 2001 March 25, 2003
A-2 6.41% 178,000 December 26, 2001 December 26, 2003
A-3 6.60% 303,000 March 25, 2003 March 25, 2005
A-4 6.72% 201,000 December 26, 2003 December 26, 2005
A-5 6.83% 313,000 March 25, 2005 March 25, 2007
A-6 6.96% 223,000 December 26, 2005 December 26, 2007
A-7 7.05% 455,000 June 25, 2007 June 25, 2009
A-8 7.15% 454,000 December 26, 2008 June 25, 2009
----------
$2,420,000
Current Maturities (204,310)
Unamort. Discount (252)
----------
Long Term Debt $2,215,438
==========
</TABLE>
The source of repayment will be the ITC. The Servicer will collect this non-
bypassable charge from PP&L's retail consumers of electricity. The Servicer will
deposit collections of the ITC monthly into a General Subaccount maintained by
the Trustee under the Indenture. Each quarter, such monies are used to make
principal and interest payments on the Bonds, fees, costs and charges specified
in the Indenture. The Trustee is required to make the first payment on December
27, 1999. The Indenture also includes a Reserve Subaccount that is maintained
for the purpose of retaining any excess amount of ITC collections and investment
earnings not released to the Company. The Indenture also provides for an
Overcollateralization Subaccount. The funding level of the account is 0.5% of
the initial principal amount of the Series 1999-1 Bonds funded ratably over the
life of the Bonds. Additionally, an amount equal to 0.5% of the initial
principal amount of the Bonds was deposited into the Capital Subaccount under
the Indenture on the date of issuance. If amounts available in the General,
Reserve, and the Overcollateralization Subaccounts are not sufficient on any
payment date to make scheduled payments specified in the Indenture, the Trustee
will draw on amounts in the Capital Subaccount in excess of $100,000. Any
remaining amounts collateralizing the Bonds will be released to the Company upon
payment of the Bonds.
5. Significant Agreements and Related Party Transactions
Under the Servicing Agreement, PP&L, the Servicer, is required to manage and
administer the ITP of the Company and to collect the ITC on
7
<PAGE>
behalf of the Company. The Company will pay an annual servicing fee of $1.25
million to PP&L. For the period ended September 30, 1999, the Company has
expensed servicing fees of $178,148 and other administrative fees of $14,247.
Debt issuance costs of approximately $14.3 million have been incurred to
date. About $2.9 million has been incurred by PP&L, and has been or will be
reimbursed by the Company.
At September 30, 1999, the Balance Sheet includes a receivable from PP&L of
approximately $55.7 million for ITC collections. The Balance Sheet also
includes a payable to PP&L of approximately $1.5 million for servicing fees,
administrative fees and debt issuance costs.
8
<PAGE>
PP&L Transition Bond Company LLC
--------------------------------
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Forward-Looking Information
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, including, but not limited to, statements with respect to
future earnings growth, are "forward-looking statements" within the meaning of
the federal securities laws. Although PP&L and the Company believe that the
expectations and assumptions reflected in these statements are reasonable, there
can be no assurance that these expectations will prove to have been correct.
These forward looking statements involve a number of risks and uncertainties,
and actual results may differ materially from the results discussed in the
forward-looking statement. Any such forward-looking statements should be
considered in conjunction with PP&L's and the Company's other documents on file
with the SEC.
New factors that could cause actual results to differ materially from those
described in forward-looking statements emerge from time to time, and it is not
possible for PP&L or the Company to predict all of such factors, or the extent
to which any such factor or combination of factors may cause actual results to
differ from those contained in any forward-looking statement. Any
forward-looking statement speaks only as of the date on which such statement is
made, and neither PP&L nor the Company undertakes any obligation to update
the information contained in such statement to reflect subsequent developments
or information.
Issuance of Transition Bonds
The PUC Restructuring Order authorized PP&L to securitize up to $2.85 billion
of its stranded costs. PP&L, or any assignee of PP&L to whom ITP is sold, may
issue and sell, in reliance on the PUC Restructuring Order, one or more series
of transition bonds (Bonds), each series in one or more classes, secured by ITP.
The principal amount of the Bonds, interest, fees, and funding of the
Overcollateralization Subaccount will be recovered through ITC payable by retail
consumers of electricity within PP&L's service territory who receive electric
delivery service from PP&L.
PP&L Transition Bond Company LLC (the Company) is a Delaware limited
liability company organized in March 1999 for the limited purposes of purchasing
ITP and issuing Bonds secured by the ITP. The Company is wholly-owned by PP&L.
The Company's organizational documents require it to operate in a manner so that
its assets would not be consolidated with the bankruptcy estate of PP&L in the
event PP&L becomes subject to a bankruptcy proceeding.
In August 1999, the Company acquired ITP from CEP Securities and issued $2.42
billion of Bonds, Series 1999-1, Class A-1 through Class A-8, with scheduled
maturities ranging from 4 months to 8.7 years and final maturities ranging from
1 year to 8.7 years.
The Company entered into a Servicing Agreement with PP&L. The Servicing
Agreement requires PP&L, as Servicer, to file adjustment requests on each
calculation date, and the Competition Act and the PUC Restructuring Order
require the PUC to approve these requests within specified time periods. These
adjustment requests are based on actual ITC collections and updated assumptions
by the Servicer as to projected future usage of electricity by customers,
expected delinquencies and write-offs, and future payments and expenses relating
to ITP and the Bonds.
As part of PP&L's responsibility as Servicer under the Servicing Agreement,
PP&L remitted ITC collections for the months of August 1999 and September 1999
to the Trustee. These amounts were about $8.5 million and $21.4 million,
respectively, and were remitted to the Trustee in the subsequent calendar
months. The first quarterly servicing payment of Bond principal, interest and
all related expenses is due on December 27, 1999.
Due to the manner in which seasonal customer electricity usage levels were
estimated for purposes of establishing the initial ITC, the Company anticipates
that the Trustee will be required to use funds in the Capital Subaccount held by
the Trustee under the Indenture to make scheduled principal payments on the
transition bonds on the initial payment date of December 27, 1999. Under the
Competition Act and the PUC Restructuring Order, withdrawals from the Capital
Subaccount must be replenished by increases in the ITC. Under the Servicing
Agreement, PP&L, as Servicer, will be required to file a request for an
adjustment to the ITC with the PUC by December 15, 1999 to produce additional
revenues sufficient to replenish the Capital Subaccount prior to the December
2000 quarterly payment date. The adjustment will go into effect on January 1,
2000. The Company currently anticipates that there will be sufficient revenues
to make scheduled payments on the transition bonds on the second quarterly
payment date in March 2000.
9
<PAGE>
Year 2000
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year and other programming
techniques which limit date calculation or assign special meaning to some dates.
Any computer systems that have date-sensitive software or microprocessors may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including among other things, a temporary inability to measure
usage, read meters, process transactions, send bills or operate electric
generation stations.
The Company is dependent on PP&L, as Servicer of the ITP, to collect the ITC
charges from customers and remit the ITC charges to the Trustee. Information
regarding PP&L's Year 2000 efforts is contained in PP&L's report to the SEC on
Form 10-Q for the quarter ended September 30, 1999.
If PP&L, the Trustee or other third parties, fail to achieve Year 2000
readiness with respect to systems affecting the collection and remittance of the
ITC, the ability to service the ITP may be impaired and the ability to make
distributions on the Bonds may be adversely affected, which could have a
material adverse impact on the Company's results of operations, financial
condition, and cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not applicable.
10
<PAGE>
PP&L TRANSITION BOND COMPANY LLC
--------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
Report dated July 23, 1999
--------------------------
Item 5. Other Events
Information on the use of computational materials by underwriters in
connection with the offering of Transition Bonds.
Report dated July 29, 1999
--------------------------
Item 5. Other Events
Announcement of the sale of $2,420,000,000 of Transition Bonds.
Report dated July 30, 1999
--------------------------
Item 5. Other Events
Information on the use of additional computational materials by
underwriters in connection with the offering of Transition Bonds.
Report dated August 10, 1999
----------------------------
Item 5. Other Events
Information regarding the issuance and sale of $2,420,000,000 in
aggregate principal amount of Transition Bonds, Series 1999-1.
Item 7. Financial Statements and Exhibits
Statements and exhibits related to the issuance of Transition Bonds.
11
<PAGE>
GLOSSARY OF TERMS AND ABBREVIATIONS
Capital Subaccount - An account held by the Trustee, which is funded by PP&L at
the date of issuance of each series of transition bonds. The amount is
specified in the prospectus.
CEP Securities - CEP Securities Co. LLC, a Delaware limited liability company
and an indirect wholly-owned subsidiary of PP&L.
Competition Act - The Pennsylvania Electricity Generation Customer Choice and
Competition Act, enacted in Pennsylvania in December 1996.
General Subaccount - An account held by the Trustee, in which ITC remittances by
the Servicer are deposited. The Trustee allocates the funds from the General
Subaccount to other subaccounts on quarterly payment dates.
Indenture - The Indenture entered into by PP&L Transition Bond Company LLC and
the Trustee, providing for the issuance of transition bonds.
ITC - Intangible Transition Charges, the amounts PP&L has been authorized by the
PUC to impose on customer bills and to collect through a non-bypassable billing
mechanism to recover Qualified Transition Expenses.
ITP - Intangible Transition Property, being the property right created under the
Competition Act representing the irrevocable right of PP&L Transition Bond
Company LLC to receive, through Intangible Transition Charges, amounts
sufficient to recover all Qualified Transition Expenses.
Overcollateralization Subaccount - An account held by the Trustee, which is
funded ratably from collections of ITC over the term of each series of
transition bonds, as specified in the prospectus.
PP&L - PP&L, Inc.
PUC - The Pennsylvania Public Utility Commission.
PUC Restructuring Order - The final order issued by the PUC to PP&L in August
1998, in connection with PP&L's restructuring filing under the Competition Act,
as supplemented by the May 1999 order.
Qualified Transition Expenses - The transition or stranded costs of an electric
utility approved by the PUC for recovery through the issuance of transition
bonds; the costs of retiring existing debt or equity capital of the electric
utility or its holding company parent, including accrued interest and
acquisition or redemption premium, costs of defeasance, and other related fees,
costs and charges, through the issuance of transition bonds or the assignment,
sale or other transfer of Intangible Transition Property; and the costs incurred
to issue, service or refinance the transition bonds, including accrued interest
and acquisition or redemption premium, and other related fees, costs and charges
associated with the transition bonds, or to assign, sell or otherwise transfer
Intangible Transition Property.
Reserve Subaccount - An account held by the Trustee, which consists of remaining
funds available after required allocations on the quarterly payment dates.
Servicer - PP&L acting in its capacity under the Servicing Agreement. In this
capacity, PP&L calculates, bills and collects ITC, and maintains applicable
accounting records, among other duties.
Servicing Agreement - The Intangible Property Servicing Agreement entered into
by PP&L, as Servicer, and PP&L Transition Bond Company LLC.
Trustee - The Bank of New York, a New York banking corporation.
12
<PAGE>
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.
PP&L Transition Bond Company LLC
--------------------------------
(Registrant)
Date: November 12, 1999 /s/ John R. Biggar
-------------------------------------
John R. Biggar, Manager
/s/ James E. Abel
-------------------------------------
James E. Abel, Manager
/s/ Stephen J. Feerrar
-------------------------------------
Stephen J. Feerrar, Treasurer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
statement of operations and changes in member's equity, the statement of cash
flows, and the balance sheet for the Form 10-Q dated September 30, 1999, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001083000
<NAME> PP&L TRANSITION BOND CO INC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> MAR-25-1999
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 69,055
<TOTAL-DEFERRED-CHARGES> 14,145
<OTHER-ASSETS> 2,373,400
<TOTAL-ASSETS> 2,456,600
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 12,101
<RETAINED-EARNINGS> (326)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 11,775
0
0
<LONG-TERM-DEBT-NET> 2,215,436
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 204,310
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 25,077
<TOT-CAPITALIZATION-AND-LIAB> 2,456,600
<GROSS-OPERATING-REVENUE> 84,264
<INCOME-TAX-EXPENSE> (231)
<OTHER-OPERATING-EXPENSES> 41,099
<TOTAL-OPERATING-EXPENSES> 40,868
<OPERATING-INCOME-LOSS> 23,396
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 23,396
<TOTAL-INTEREST-EXPENSE> 23,722
<NET-INCOME> (326)
0
<EARNINGS-AVAILABLE-FOR-COMM> (326)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 9,964
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
