SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended........September 30, 1998......
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 ....... 0-11350
International Lease Finance Corporation
(Exact name of registrant as specified in its charter)
California 22-3059110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1999 Avenue of the Stars Los Angeles,
California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(310) 788-1999
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
------- ---------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1998
----- -------------------------------
Common Stock, no par value 35,818,122
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX
Part I. Financial Information: Page
No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 1998 and December 31, 1997 3
Condensed Consolidated Statements of Income
Three Months Ended September 30, 1998 and 1997 4
Condensed Consolidated Statements of Income
Nine Months Ended September 30, 1998 and 1997 5
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1998 and 1997 6
Note to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of the
Financial Condition and Results of Operations 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share amounts)
September 30,
December 31,
1998
1997
------------- -----
- -------
(Unaudited)
<S> <C> <C>
ASSETS
Cash, including interest bearing
accounts of $175,146 (1998) and
$35,113 (1997) $ 198,823 $
63,754
Current income taxes receivable 13,150
Notes receivable 515,653
467,688
Net investment in finance and sales-
type leases 91,701
98,026
Flight equipment under operating leases 16,477,552
14,425,091
Less accumulated depreciation 1,910,592
1,632,560
---------- ---
- -------
14,566,960
12,792,531
---------- ---
- -------
Deposits on flight equipment purchases 899,860
1,017,628
Accrued interest, other receivables
and other assets 76,299
60,416
Investments 18,960
18,731
Deferred debt issue costs-less
accumulated amortization of $60,197
(1998) and $52,444 (1997) 31,377
33,180
--------- --
- -------
$16,412,783
4,551,954
===========
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other payable $ 256,671 $
214,106
Current income taxes
64,891
Debt financing, net of deferred debt
discount of $24,605 (1998) and $8,424
(1997) 10,518,966
9,051,042
Capital lease obligations 840,768
903,320
Security & other deposits on flight
equipment 863,806
744,800
Rentals received in advance 124,901
129,586
Deferred income taxes 1,059,036
927,021
SHAREHOLDERS' EQUITY
Preferred stock--no par value; 20,000,000
authorized shares
Market Auction Preferred Stock, $100,000 per
share liquidation value; Series A, B, C, D, E
F, G and H (1998 and 1997) each having 500
shares issued and outstanding 400,000
400,000
Common stock--no par value; 100,000,000
authorized shares, 35,818,122 (1998
and 1997) issued and outstanding 3,582
3,582
Additional paid-in capital 579,955
579,955
Retained earnings 1,765,098
1,533,651
--------- --
- -------
2,748,635
2,517,188
--------- --
- -------
$16,412,783
$14,551,954
===========
===========
</TABLE>
See note to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Dollars in thousands)
1998 1997
-------- --------
(Unaudited)
<S> <C> <C>
REVENUES:
Rentals of flight equipment $478,464 $452,756
Flight equipment marketing 20,117 41,187
Interest and other 18,218 12,021
-------- --------
516,799 505,964
-------- --------
EXPENSES:
Interest 165,267 163,123
Depreciation 142,248 141,441
Rent expense 34,871 24,166
Provision for overhaul 27,552 27,569
Selling, general & administrative 12,372 9,936
-------- --------
382,310 366,235
-------- --------
INCOME BEFORE INCOME TAXES 134,489 139,729
Provision for income taxes 46,488 50,647
-------- --------
NET INCOME $ 88,001 $ 89,082
======== ========
</TABLE>
See note to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Dollars in thousands)
1998 1997
---------- ----------
(Unaudited)
<S> <C> <C>
REVENUES:
Rentals of flight equipment $1,362,800 $1,287,557
Flight equipment marketing 84,922 79,357
Interest and other 60,770 34,704
---------- ----------
1,508,492 1,401,618
--------- ---------
EXPENSES:
Interest 477,318 477,209
Depreciation 409,894 407,592
Rent expense 104,340 67,552
Provision for overhaul 78,031 74,602
Selling, general & administrative 33,356 30,862
--------- ---------
1,102,939 1,057,817
--------- ---------
INCOME BEFORE INCOME TAXES 405,553 343,801
Provision for income taxes 142,750 123,386
--------- ---------
NET INCOME $ 262,803 $ 220,415
========== ==========
</TABLE>
See note to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Dollars in thousands)
1998
1997
--------- -
- --------
(Unaudited)
<S> <C>
<C>
OPERATING ACTIVITIES:
Net Income $ 262,803 $
220,415
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation of flight equipment 409,894
407,592
Deferred income taxes 132,015
136,612
Amortization of deferred debt
issue costs 8,258
6,967
Gain on sale of flight equipment
included in amount financed (8,429)
(19,422)
Increase in notes receivable (13,497)
(712)
Equity in net income of affiliates (229)
(766)
Change in unamortized debt discount (16,181)
(7,557)
Changes in operating assets and liabilities:
Increase in accrued interest,
other receivables and other assets (15,883)
(17,169)
Increase in current income taxes
receivable (78,041)
(20,248)
Increase in accrued interest and
other payables 42,565
50,780
(Decrease) Increase in rentals received
in advance (4,685)
61,579
--------
- --------
Net cash provided by operating activities 718,590
818,062
--------
- --------
INVESTING ACTIVITIES:
Acquisition of flight equipment
for operating leases (2,708,862)
(2,800,024)
Decrease in deposits and progress payments 117,768
5,198
Proceeds from disposal of flight
equipment-net of gain 457,703
869,858
Advances on notes receivable (7,000)
Collections on notes receivable 47,797
63,388
Collections on finance and sales-type leases 6,325
5,937
--------
- --------
Net cash used in investing activities (2,086,269)
(1,855,643)
--------- --
- ---------
FINANCING ACTIVITIES:
Proceeds from debt financing 4,721,940
5,154,335
Payments in reduction of debt financing (3,300,387)
(4,157,175)
Debt issue costs (6,455)
(6,066)
Increase in customer deposits 119,006
110,804
Payment of common and preferred dividends (31,356)
(26,167)
---------- -
- --------
Net cash provided by financing activities 1,502,748
1,075,731
--------- -
- ---------
Increase in cash 135,069
38,150
Cash at beginning of period 63,754
36,558
---------
- --------
Cash at end of period $ 198,823
$ 74,708
===========
========
</TABLE>
<PAGE>
<TABLE><CAPTION>SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
1998
1997
-------- --------
- -
(Dollars in thousands)
(Unaudited)
<S> <C> <C>
Cash paid during the period for:
Interest (net of amount capitalized
$41,193 (1998) and $35,101 (1997)) $ 404,487 $
400,759
Income taxes 88,777
7,022
</TABLE>
1998:
Notes in the amount of $75,265 were received as partial
payment in exchange for flight equipment sold with a book value
of $66,836.
1997:
Notes and finance and sales-type leases in the amount of
$81,460 were received as partial payment in exchange for flight
equipment sold with a book value of $62,181.
See note to condensed consolidated financial statements.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(UNAUDITED)
A. The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial
information and in accordance with the instructions to Form 10-
Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been
included. Certain reclassifications have been made to the
1997 condensed consolidated financial statements to conform to
the 1998 presentation. Operating results for the three and
nine month periods ended September 30, 1998 are not
necessarily indicative of the results that may be expected for
the year ended December 31, 1998. For further information,
refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K
for the year ended December 31, 1997.
B. On June 15, 1998, the Financial Accounting Standards Board
(FASB)issued Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging
Activities (FAS 133). FAS 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999
(January 1, 2000 for the Company). FAS 133 requires that all
derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives
are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the
type of hedge transaction. The Company has not yet
determined the impact that the adoption of FAS 133 will have
on its earnings or statement of financial position.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company borrows funds for the purchase of flight
equipment, including funds for progress payments during the
construction phase, principally on an unsecured basis from
various sources. The Company's debt financing was comprised of
the following at the following dates:
<TABLE>
<CAPTION>
September 30, December
31,
1998
1997
------------ -------
- ----
(Dollars in
thousands)
<S> <C> <C>
Public term debt with single
maturities $ 4,025,000 $
3,950,000
Public medium-term notes with
varying maturities 3,216,750
2,896,865
Capital lease obligations 840,768
903,320
--------- -----
- ----
Total term debt and capital lease- 8,082,518
7,750,185
obligations
Commercial paper 3,301,821
2,212,601
Less: Deferred debt discount (24,605)
(8,424)
--------- -----
- ----
Total debt financing and capital- $ 11,359,734 $
9,954,362
lease obligations ============
===========
Composite interest rate 6.18%
6.44%
Percentage of total debt at fixed rates 69.03%
76.49%
Composite interest rate on fixed rate debt 6.49%
6.63%
Bank prime rate 8.25%
8.50%
</TABLE>
The interest on substantially all the public debt (exclusive
of the commercial paper) is fixed for the term of the note. The
Company has committed revolving loans and lines of credit with 52
banks aggregating $2.75 billion and uncommitted lines of credit
with two banks for varying amounts mutually agreed upon by the
Company and the banks. Bank debt principally provides for
interest rates that vary according to the pricing option in
effect at the time of borrowing and range from prime to .20% over
LIBOR to a rate determined by a competitive bid process with the
banks. Bank financings are subject to facility fees of up to .08%
of amounts available. Bank financing is used primarily as a back
up for the Company's commercial paper program.
The Company has an effective shelf registration with
respectto $2.13 billion of debt securities, under which $525
million of
notes were sold through September 30, 1998. Additionally, a $1
billion Medium Term Note Program has been implemented under the
shelf registration, under which $725 million has been sold
through September 30, 1998.
The Company believes that the combination of internally
generated funds and debt financing currently available to the
Company will allow the Company to meet its capital requirements
for at least the next 12 months.
IMPACT OF YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being
written using two digits rather than four digits to define the
applicable year. This could result in a failure of the
information technology systems (IT systems) and other equipment
containing imbedded technology (non-IT systems) in the year 2000,
causing disruption of operation of the Company, its lessees,
vendors, or business partners.
The Company has developed a plan to address the Year 2000
issue as it affects the Company's internal IT and non-IT systems,
and to assess Year 2000 issues relating to third parties on which
the Company has critical dependencies. A Steering Committee made
up of executives of member companies of American International
Group, Inc. ("AIG"), the Company's parent, has had oversight of
the plan's development and execution.
The plan for addressing internal systems includes: an
assessment of internal IT and non-IT systems and equipment
affected by the Year 2000 issue; definition of strategies to
address affected systems and equipment; remediation of identified
affected systems and equipment; and certification from AIG that
each internal system is Year 2000 compliant. The Company has
completed this project and testing results have been reviewed and
approved by AIG staff.
The plan for addressing third party critical dependencies
includes: identification of third party critical dependencies
including lessees, vendors and financial institutions;
circulation to all applicable third parties of a written request
for their plans and progress in addressing the Year 2000 issue;
evaluation of responses; and development of contingency plans to
address risks of non-compliance by third parties. The Company
has completed the identification of critical dependencies and the
circulation of requests for Year 2000 compliance status. The
Company has received responses from 56% of the third parties
identified. Based upon these responses, the Company has
concluded that 40% of critical dependencies are or will be Year
2000 compliant before December 31, 1999. Follow up with non-
compliant third parties and those who have not responded is
ongoing. The Company intends to complete this process by June
1999.
The costs associated with addressing the Year 2000 issue,
including developing and implementing the above stated plan and
remediating affected systems and equipment, have been nominal and
were expensed as incurred. Such costs do not include normal
system upgrades and replacements. The Company does not expect to
incur any significant future costs relating to internal IT and
non-IT systems as a result of the Year 2000 issue.
While the Company expects to have no interruption of
operations as a result of internal IT and non-IT systems,
significant uncertainties remain about the affect of third party
critical dependencies who are not Year 2000 compliant.
The Company is not aware of any significant Year 2000
systems issues with respect to the airworthiness of aircraft;
however, should such an issue result in Airworthiness Directives
or other manufacturer recommended maintenance, the implementation
and the majority of the cost of such implementation would be the
responsibility of the aircraft lessee. Any resulting costs to
the Company cannot be estimated at this time.
Non-compliance on the part of a lessee could result in lost
revenue for the lessee and an inability to make lease payments to
the Company. Noncompliance by the lessee's financial institution
could also affect the ability to process lease payments. The
Company has attempted to mitigate such risks by inquiring of each
lessee about its Year 2000 plans, including whether they have
addressed the issue with their financial institution.
Non-compliant manufacturing systems at the Company's primary
vendors of aircraft and engines may affect their ability to
deliver products on a timely basis. As there is no alternative
source of supply, such an occurrence would limit the Company's
future growth opportunities.
A worst case scenario would be that a large number of
lessees will be unable to operate and generate revenues and as a
result unable to make lease payments. The Company is unable to
estimate the likelihood or the magnitude of the resulting lost
revenue at this time. Should this occur, the Company would
attempt to repossess aircraft from non-compliant lessees and
place the aircraft with compliant lessees. No assurances can be
given that the Company would be able to re-lease such aircraft at
favorable terms or at all. If a significant number of aircraft
could not be released at favorable terms or at all, or their re-
lease is delayed, the Company's business, financial condition and
results of operations would be adversely affected.
Certain of the statements in this discussion, as well as
other forwardlooking statements within this document, contain
estimates and projections of cash flows and debt financing to
support future capital requirements. While these forward-looking
statements are made in good faith, future operating, market
competitive, economic and other conditions and events could cause
actual results to differ materially from those in the forward
looking statements.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations-Three months ended September 30, 1998
- ---------------------
versus 1997.
The increase in revenues from the rentals of flight
equipment from $452.8 million in 1997 to $478.5 million in 1998,
a 6% increase, is attributable, in part, to the increase in the
relative cost of the leased fleet, which includes aircraft
subject to sale-leaseback transactions, from $16.9 billion in
1997 to $18.0 billion in 1998, a 7% increase. While the number
of aircraft available for operating lease has decreased from 346
at September 30, 1997 to 345 at September 30, 1998, the
percentage of widebodies, for which higher lease payments are
typically received, has increased from 28% to 30% of the fleet.
In addition to its leasing operations, the Company engages
in the marketing of flight equipment at the end of, or during,
the lease term, as well as the sales of flight equipment on a
principal and commission basis. Revenue from such flight
equipment marketing decreased from $41.2 million in 1997 to $20.1
million in 1998 as a result of the type and the number of the
flight equipment marketed in each period which decreased from 11
aircraft in the third quarter of 1997 to 7 aircraft in the third
quarter of 1998. In addition, the Company sold 4 engines in the
third quarter of 1997 and 2 engines in the third quarter of 1998.
Interest expense increased from $163.1 million in 1997 to
$165.3 million in 1998 primarily as a result of a 3% increase in
the average debt outstanding during the quarter. The composite
borrowing rate fluctuated as follows:
<TABLE>
<CAPTION>
Increase/
1998 1997 (Decrease)
----- ---- ----------
<S> <C> <C> <C>
Beginning of Quarter 6.22% 6.32% (.10%)
End of Quarter 6.18% 6.34% (.16%)
----- -----
Average 6.20% 6.33% (.13%)
</TABLE>
Depreciation of flight equipment increased from $141.4
million in 1997 to $142.2 million in 1998. The cost of flight
equipment during the same periods increased from $15.4 billion at
September 30, 1997 to $16.5 billion at September 30, 1998. The
increase in depreciation expense due to increased flight
equipment cost was partially offset by accelerated depreciation
taken in the third quarter of 1997 on older aircraft, which were
acquired used, that were either sold or fully depreciated prior
to the end of 1997.
Rent expense increased from $24.2 million in 1997 to $34.9
million in 1998 as a result of a sale-leaseback transaction for 6
aircraft completed in September 1997. Currently, 20 aircraft are
subject to sale-leaseback transactions.
Provision for overhauls for the third quarter was consistent
from year to year, as were the number of aircraft on which the
Company collects overhaul reserves.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations-Nine months ended September 30, 1998 versus
- ---------------------
1997.
The increase in revenues from the rentals of flight
equipment from $1,287.6 million in 1997 to $1,362.8 million in
1998, a 6% increase, is attributable, in part, to the increase in
the relative cost of the leased fleet, which includes aircraft
subject to sale-leaseback transactions, from $16.9 billion in
1997 to $18.0 billion in 1998, a 7% increase. While the number
of aircraft available for operating lease has decreased from 346
at September 30, 1997 to 345 at September 30, 1998, the
percentage of widebodies, for which higher lease payments are
typically received, has increased from 28% to 30% of the fleet.
In addition to its leasing operations, the Company engages
in the marketing of flight equipment at the end of, or during,
the lease term, as well as the sales of flight equipment on a
principal and commission basis. Revenue from such flight
equipment marketing increased from $79.4 million in 1997 to $84.9
million in 1998 as a result of the type and the number of the
flight equipment marketed in each period which increased from 22
aircraft in 1997 to 24 aircraft in 1998. In addition, the
Company sold 8 engines in 1997 and 8 engines in 1998.
Interest expense was consistent at $477.2 million in 1997
and $477.3 million in 1998, as were average debt outstanding and
the average composite borrowing rate during the nine month
period. The composite borrowing rate fluctuated as follows:
<TABLE>
<CAPTION>
Increase/
1998 1997 (Decrease)
----- ---- ----------
<S> <C> <C> <C>
Beginning of nine months 6.44% 6.23% .21%
End of nine months 6.18% 6.34% (.16%)
----- ----
Average 6.31% 6.29% .02%
</TABLE>
Depreciation of flight equipment increased from $407.6 million
in 1997 to $409.9 million in 1998. The cost of flight equipment
during the same periods increased from $15.4 billion at September
30, 1997 to $16.5 billion at September 30, 1998. The increase in
depreciation expense due to increased flight equipment cost was
partially offset by accelerated depreciation taken in the first
nine months of 1997 on older aircraft, which were acquired used,
that were either sold or fully depreciated prior to the end of
1997.
Rent expense increased from $67.6 million in 1997 to $104.3
million in 1998 as a result of a sale-leaseback transaction for 6
aircraft completed in September 1997. Currently, 20 aircraft are
subject to sale-leaseback transactions.
Provision for overhauls increased from $74.6 million in 1997
to $78.0 million in 1998 due to an increase in the number of
aircraft on which the Company collects overhaul reserves
resulting in an increase in the aggregate number of hours flown
for which overhaul reserves are provided.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
12. Computation of Ratios of Earnings to Fixed
Charges and
Preferred Stock Dividends
27. Financial Data Schedule
b) Reports on Form 8-K:
1. Form 8-K, event date September 24, 1998 (Item
7)
<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.
INTERNATIONAL LEASE FINANCE CORPORATION
November 12, 1998 /S/ Leslie L. Gonda
--------------------------------
Leslie L. Gonda
Chairman of the Board
November 12, 1998 /S/ Alan H. Lund
--------------------------------
Alan H. Lund
Executive Vice President Co-Chief
Operating Officer and Chief Financial
Officer
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
12 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividends
27 Financial Data Schedule
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1998
AND 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
1998
1997
----------
- ---------
(Unaudited)
<S> <C>
<C>
Earnings:
Net Income $ 262,803
$ 220,415
Add:
Provision for income taxes 142,750
123,386
Fixed charges 588,170
552,473
Less:
Capitalized interest 41,193
35,101
---------
- ---------
Earnings as adjusted (A) $ 952,530
$ 861,173
==========
==========
Preferred dividend requirements $ 12,656
$ 12,466
Ratio of income before provision
for income taxes to net income 154%
156%
-------
- ------
Preferred dividend factor on pretax
basis 19,490
19,447
-------
- ------
Fixed Charges:
Interest expense 477,318
477,209
Capitalized interest 41,193
35,101
Interest factor of rents 69,659
40,163
--------
- -------
Fixed charges as adjusted (B) 588,170
552,473
--------
- ---------
Fixed charges and preferred stock
dividends (C) $ 607,660
$ 571,920
=========
=========
Ratio of earnings to fixed charges
(A) divided by (B) 1.62x
1.56x
=====
=====
Ratio of earnings to fixed charges
and preferred stock dividends
(A) divided by (C) 1.57x
1.51x
=====
=====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
STATEMENTS INCLUDED
IN THE REGISTRANT'S QUARTERLY REPORT ON FORM 10Q
FOR THE
QUARTER ENDED SEPTEMBER 30, 1998 AND IS
QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 198,823
<SECURITIES> 0
<RECEIVABLES> 515,653
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 16,477,552
<DEPRECIATION> 1,910,592
<TOTAL-ASSETS> 14,566,960
<CURRENT-LIABILITIES> 0
<BONDS> 10,518,966
<COMMON> 3,582
0
400,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,412,783
<SALES> 1,362,800
<TOTAL-REVENUES> 1,508,492
<CGS> 0
<TOTAL-COSTS> 625,621
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 477,318
<INCOME-PRETAX> 405,553
<INCOME-TAX> 142,750
<INCOME-CONTINUING> 262,803
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 262,803
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
