<PAGE>
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 quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For transition period from _______________ to _______________
Commission File No. 0-12553
PACCAR FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-6029712
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 - 106TH AVENUE N.E., BELLEVUE, WASHINGTON 98004
--------------------------------------------- ----------
Address of Principal Executive Offices) (Zipcode)
Registrant's telephone number, including area code: (425) 468-7100
--------------
- --------------------------------------------------------------------------------
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 periods 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: 145,000 shares at October 31,
1999.
THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF PACCAR Inc AND 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.
<PAGE>
Item 1 FINANCIAL STATEMENTS
PACCAR Financial Corp.
BALANCE SHEETS
(Thousands of Dollars)
<TABLE>
<CAPTION>
September 30 December 31
1999 1998*
(Unaudited)
-------------------------------------
<S> <C> <C>
ASSETS
Cash $ 3,551 $ 14,641
Finance and other receivables, net of
allowance for losses of $51,240 ($44,800 in 1998) 3,028,095 2,606,540
Loans to affiliate 18,070 13,493
Equipment on operating leases, net of
allowance for depreciation of $11,883 ($10,894 in 1998) 26,690 30,076
Other assets 19,237 15,070
-------------------------------------
TOTAL ASSETS $ 3,095,643 $ 2,679,820
=====================================
LIABILITIES
Accounts payable and accrued expenses $ 31,371 $ 38,590
Payable for finance receivables acquired 3,583 41,526
Commercial paper and other short-term borrowings 1,278,582 1,212,743
Medium-term notes 1,298,000 956,000
Income taxes - current and deferred 66,960 62,732
-------------------------------------
TOTAL LIABILITIES 2,678,496 2,311,591
=====================================
STOCKHOLDER'S EQUITY
Preferred stock, par value $100 per share
6% noncumulative and nonvoting
450,000 shares authorized,
310,000 shares issued and outstanding 31,000 31,000
Common stock, par value $100 per share
200,000 shares authorized,
145,000 shares issued and outstanding 14,500 14,500
Paid-in capital 40,554 13,990
Retained earnings 331,093 308,739
-------------------------------------
TOTAL STOCKHOLDER'S EQUITY 417,147 368,229
-------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 3,095,643 $ 2,679,820
=====================================
</TABLE>
*The December 31, 1998 Balance Sheet has been derived from audited financial
statements.
See accompanying notes.
-2-
<PAGE>
PACCAR Financial Corp.
STATEMENTS OF INCOME AND RETAINED EARNINGS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1999 1998 1999 1998
-----------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Interest and other income $ 59,963 $ 50,731 $168,102 $145,361
Rentals on operating leases 1,823 1,986 5,810 6,611
-----------------------------------------------------------------
TOTAL FINANCE INCOME 61,786 52,717 173,912 151,972
Interest expense 35,407 29,113 98,290 82,774
Other borrowing expense 707 504 1,956 1,460
Depreciation expense related
to operating leases 1,391 1,496 4,453 4,869
-----------------------------------------------------------------
TOTAL FINANCE EXPENSES 37,505 31,113 104,699 89,103
FINANCE MARGIN 24,281 21,604 69,213 62,869
Insurance premiums earned 2,105 1,748 5,960 4,909
Insurance claims and underwriting expenses 1,592 1,287 4,546 3,644
-----------------------------------------------------------------
INSURANCE MARGIN 513 461 1,414 1,265
Selling, general and
administrative expenses 5,838 6,878 19,956 20,430
Provision for losses on receivables 4,507 2,992 10,580 7,760
-----------------------------------------------------------------
INCOME BEFORE INCOME TAXES 14,449 12,195 40,091 35,944
Federal and state income taxes 5,476 4,708 15,453 13,997
-----------------------------------------------------------------
NET INCOME 8,973 7,487 24,638 21,947
Retaining earnings at beginning of period 322,120 298,565 308,739 286,198
Cash dividends paid - - (2,284) (2,093)
-----------------------------------------------------------------
RETAINED EARNINGS AT END OF PERIOD $331,093 $306,052 $331,093 $306,052
=================================================================
</TABLE>
Earnings per share and dividends per share are not reported because the Company
is a wholly-owned subsidiary of PACCAR Inc.
See accompanying notes.
-3-
<PAGE>
PACCAR Financial Corp.
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1999 1998
-------------------------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 24,638 $ 21,947
Items included in net income not
affecting cash:
Provision for losses on receivables 10,580 7,760
Increase (decrease) in deferred taxes payable 2,881 (5,994)
Depreciation and amortization 7,753 7,762
Increase in payables,
income taxes and other (17,833) (19,714)
--------------------------------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 28,019 11,761
INVESTING ACTIVITIES:
Finance and other receivables acquired (1,327,969) (1,085,569)
Collections on finance and other receivables 924,151 772,951
Net increase in wholesale receivables (65,164) (7,852)
Acquisition of equipment (5,384) (9,103)
Proceeds from disposal of equipment 3,138 7,008
-------------------------------------
NET CASH USED IN
INVESTING ACTIVITIES (471,228) (322,565)
FINANCING ACTIVITIES:
Net increase in commercial paper
and other short-term borrowings 65,839 371,930
Proceeds from medium-term notes 610,000 340,000
Payments of medium-term notes (268,000) (405,000)
Additions to paid-in capital 26,564 2,207
Payment of cash dividend (2,284) (2,093)
--------------------------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 432,119 307,044
-------------------------------------
NET DECREASE IN CASH (11,090) (3,760)
CASH AT BEGINNING OF PERIOD 14,641 13,370
-------------------------------------
CASH AT END OF PERIOD $ 3,551 $ 9,610
=====================================
</TABLE>
See accompanying notes.
-4-
<PAGE>
PACCAR Financial Corp.
NOTES TO FINANCIAL STATEMENTS
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared 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. However, in the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation
have been included. For further information, refer to the financial statements
and footnotes included in PACCAR Financial Corp.'s (the "Company") Annual
Report on Form 10-K for the year ended December 31, 1998.
Reclassifications: Certain prior year amounts have been reclassified to
conform to the 1999 presentation.
NOTE B--TRANSACTIONS WITH PACCAR INC AND AFFILIATES
The Company and PACCAR Inc ("PACCAR") are parties to a Support Agreement which
obligates PACCAR to provide, when required, financial assistance to the
Company to assure that the Company maintains a ratio of earnings to fixed
charges (as defined) of at least 1.25 to 1 for any fiscal year, and that
PACCAR own, directly or indirectly, all outstanding voting stock of the
Company. The required ratio for the nine months ended September 30, 1999 and
1998 was met without assistance.
PACCAR charges the Company for certain administrative services it provides.
These costs are charged to the Company based upon the Company's specific use
of the services and PACCAR's cost. Management considers these charges
reasonable and not significantly different from the costs that would be
incurred if the Company were on a stand-alone basis. In lieu of current year
payment, PACCAR recognizes certain of these administrative services as an
additional investment in the Company. The Company records the investment as
paid-in capital. The Company pays a dividend to PACCAR for the paid-in capital
invested in the prior year. Cash dividends of $2.3 million and $2.1 million
were paid to PACCAR during the first nine months of 1999 and 1998,
respectively. PACCAR made an additional $25 million investment in the Company
through paid-in capital in the third quarter of 1999.
Periodically, the Company borrows funds from PACCAR and makes loans to
PACCAR. At September 30, 1999 and 1998, the Company had no loans from or to
PACCAR.
The Company periodically loans funds to certain foreign and domestic finance
and leasing affiliates of PACCAR. These various affiliates have Support
Agreements with PACCAR, similar to the Company's Support Agreement. The
foreign affiliates operate in the United Kingdom, Canada and Australia, and
any resulting currency exposure is fully hedged. The foreign finance
affiliates provide financing and leasing of trucks and related equipment
manufactured primarily by PACCAR and sold through PACCAR's independent dealer
networks in the United Kingdom, Canada and Australia. The domestic leasing
affiliate finances trucks and trailers under direct finance leases, operating
leases and other financing agreements for terms of one to ten years. The
Company will not make loans to the foreign affiliates in excess of the
equivalent of $50 million United States dollars, or loans to its domestic
leasing affiliate in excess of $200 million, unless the amount in excess of
such limits is guaranteed by PACCAR. The Company periodically reviews the
funding alternatives for these affiliates, and these limits may be revised in
the future. There was a total of $18 million and $10 million in loans
outstanding to a foreign affiliate operating in the United Kingdom at
September 30, 1999 and 1998, respectively, and no loans outstanding to the
domestic leasing affiliate for either period.
-5-
<PAGE>
NOTE C--PREFERRED STOCK
The Company's Articles of Incorporation provide that the 6% non-cumulative,
nonvoting preferred stock (100% owned by PACCAR) is redeemable only at the
option of the Company's Board of Directors.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The finance margin improved 10% to $69.2 million for the nine months ended
September 30, 1999, from $62.9 million for the same period in 1998, primarily
due to growth in receivable balances. Average receivables increased 23% to
$2.9 billion for the first nine months of 1999 compared to the first nine
months of 1998 due to record loan volume. New lending volume increased 21% to
$1,295 million for the first nine months of 1999 from $1,071 million for the
first nine months of 1998. The average margin rate on receivables has
continued to decline to 3.24% for the first nine months of 1999 from 3.62%
for the same period in 1998 due to higher leverage and intense rate
competition in the truck lending market.
Selling, general and administrative expenses of $20.0 million for the first
nine months of 1999 were 2% lower than for the same period of 1998. Operating
expenses were favorably impacted $1.4 million by a settlement with a vendor.
Development costs payable to this vendor were included in the charge-off of a
terminated loan system development project recorded in the fourth quarter of
1998. Operating expenses for the first nine months of 1999, excluding this
non-recurring item, were 5% higher than comparable prior year expenses due to
higher salary related costs and Year 2000 compliance efforts. The provision
for losses increased 36% to $10.6 million for the first nine months of 1999
compared to the first nine months of 1998 due to asset growth and higher
credit losses. Net credit losses in the first nine months of 1999 were $4.1
million compared to $2.8 million in the comparable prior year period. The
level of the allowance reflects the risks inherent in the financing of
commercial highway transportation equipment.
As a result of the foregoing factors, year to date September 30, 1999 net
income increased 12% to $24.6 million from $21.9 million for the same period
of 1998.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of 1999, the Company funded its portfolio growth
primarily through the issuance of medium-term notes, which increased $342
million during the period. In September 1998, the Company registered $1
billion of senior debt securities under the Securities Act of 1933 for
offering to the public. As of September 30, 1999, $195 million of such
securities were available for issuance. The Company intends to file a
registration statement for additional debt securities in the near future.
In order to minimize exposure to fluctuations in interest rates, the Company
seeks to borrow funds or enter into interest rate contracts with interest
rate characteristics similar to the characteristics of its receivables and
leases. Other considerations which affect the Company's funding operations
include the amount of fixed and variable rate receivables, the maturity
schedule of existing debt, the availability of desired debt maturities and
the level of interest rates.
As of September 30, 1999, the Company and PACCAR maintained total unused bank
lines of credit of $755 million which are largely used to support the
Company's commercial paper borrowings. Of this, $680 million are shared with
PACCAR and $75 million pertain to the Company alone.
Other information on liquidity and sources of capital as presented in the
Company's 1998 Annual Report on Form 10-K continues to be relevant.
-6-
<PAGE>
YEAR 2000 ISSUE
The Company relies upon computer processing to originate and service loans
and leases. The Company has identified, evaluated and converted its major
internal systems for Year 2000 compliance and has developed contingency
plans. The project, including comprehensive testing of all systems working
together, has been completed. Total cost to the Company was $2.0 million and
was funded with operating funds.
Since the Company is not a manufacturer, the Company's reliance on embedded
computer systems is limited to facilities related matters, such as office
security systems and telecommunications equipment. The Company has confirmed
with its vendors that such systems will be, or are, Year 2000 compliant.
The Company also relies on the ability of banks and other financial
institutions participating in the public debt markets to fund its lending
activity. If there is a significant failure of banking systems or systems of
other entities within the public market structure due to the Year 2000 issue,
the Company's ability to access the credit markets and process payments could
be adversely affected. The Company has sent letters and has received
responses indicating that banks and other financial institutions with which
it has relationships already are, or will be, compliant by the Year 2000.
If the United States economy enters into a recession due to widespread
interruption in commercial activity or the effect of diverting substantial
resources to achieve Year 2000 compliance, the Company would likely
experience an increase in credit losses, a reduction in interest income and a
drop in new lending volume. Due to the cyclical nature of the trucking
business, however, the possibility of a general economic or a trucking
industry downturn has long been a factor in the Company's credit granting
decisions.
Since the Company is a collateral based lender with hard copy documents to
enforce its loans and leases, the most reasonably likely worst case scenario
if all its systems are not Year 2000 compliant is that information and
reports would contain inaccuracies that would slow the efficient processing
of payments, result in increased administrative costs to the Company and
generally reduce customer service. The cumulative effect of these potential
outcomes is unknown, but could have a material effect on the Company's
financial condition, results of operations and liquidity.
The Company has no single customer concentration greater than 2% of assets
and the impact on the Company from a single customer's non-compliance is not
expected to be material. However, if a large number of its major customers
encounter operating problems due to Year 2000 that cause them to default on
their obligations, there could be a material impact on the Company due to
higher credit losses and lower interest income.
Management believes it has taken the necessary steps regarding Year 2000
compliance with respect to matters within its control to ensure that the Year
2000 issue will not materially impact the Company.
-7-
<PAGE>
Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during the
nine months ended September 30, 1999. For additional information, refer to
Item 7a of the Company's December 31, 1998 Report 10-K.
PART II--OTHER INFORMATION
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed as part of this report are listed in the accompanying
Exhibit Index.
(b) There were no reports on Form 8-K for the quarter ended September 30,
1999.
-8-
<PAGE>
PACCAR Financial Corp.
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.
PACCAR Financial Corp.
(Registrant)
Date: November 11, 1999 BY: /s/ Andrew J. Wold
-----------------------------------
A. J. Wold
President
(Authorized Officer)
BY: /s/ Michael T. Barkley
-----------------------------------
M. T. Barkley
Controller
(Chief Accounting Officer)
-9-
<PAGE>
PACCAR Financial Corp.
EXHIBIT INDEX
3.1 Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K dated March 26, 1985. Amendment incorporated by
reference to Exhibit 19.1 to the Company's Quarterly Report on Form
10-Q dated August 13, 1985, File Number 0-12553).
3.2 By-Laws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form 10
dated October 20, 1983, File Number 0-12553).
4.1 Indenture for Senior Debt Securities dated as of December 1, 1983
and first Supplemental Indenture dated as of June 19, 1989 between
the Company and Citibank, N.A. (incorporated by reference to
Exhibit 4.1 to the Company's Annual Report on Form 10-K dated March
26, 1984, File Number 0-12553 and Exhibit 4.2 to the Company's
Registration Statement on Form S-3 dated June 23, 1989,
Registration Number 33-29434).
4.2 Forms of Medium-Term Note, Series G (incorporated by reference to
Exhibits 4.3A and 4.3B to the Company's Registration Statement on
Form S-3 dated December 8, 1993, Registration Number 33-51335).
Form of Letter of Representation among the Company, Citibank, N.A.
and the Depository Trust Company, Series G (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on
Form S-3 dated December 8, 1993, Registration Number 33-51335).
4.3 Forms of Medium-Term Note, Series H (incorporated by reference to
Exhibits 4.3A and 4.3B to the Company's Registration Statement on
Form S-3 dated March 11, 1996, Registration Number 333-01623).
Form of Letter of Representation among the Company, Citibank, N.A.
and the Depository Trust Company, Series H (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on
Form S-3 dated March 11, 1996, Registration Number 333-01623).
4.4 Forms of Medium-Term Note, Series I (incorporated by reference to
Exhibits 4.2A and 4.2B to the Company's Registration Statement on
Form S-3 dated September 10, 1998, Registration Number 333-63153).
Form of Letter of Representation among the Company, Citibank, N.A.
and the Depository Trust Company, Series I (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement on
Form S-3 dated September 10, 1998, Registration Number 333-63153).
10.1 Support Agreement between the Company and PACCAR dated as of June
19, 1989 (incorporated by reference to Exhibit 28.1 to the
Company's Registration Statement on Form S-3 dated June 23, 1989,
Registration Number 33-29434).
12.1 Statement re computation of ratio of earnings to fixed charges of
the Company pursuant to SEC reporting requirements for the
nine-month periods ended September 30, 1999 and 1998.
12.2 Statement re computation of ratio of earnings to fixed charges of
the Company pursuant to the Support Agreement with PACCAR for the
nine-month periods ended September 30, 1999 and 1998.
-10-
<PAGE>
PACCAR Financial Corp.
EXHIBIT INDEX
12.3 Statement re computation of ratio of earnings to fixed charges of
PACCAR and subsidiaries pursuant to SEC reporting requirements for
the nine-month periods ended September 30, 1999 and 1998.
27 Financia Data Schedule for Article 5 of Regulation S-X, Item
601(c) for the nine-month period ended September 30, 1999.
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
-11-
<PAGE>
EXHIBIT 12.1
PACCAR Financial Corp.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
PURSUANT TO SEC REPORTING REQUIREMENTS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1999 1998
-------------------------------------
<S> <C> <C>
FIXED CHARGES
Interest expense $ 98,290 $ 82,774
Portion of rentals deemed interest 621 528
-------------------------------------
TOTAL FIXED CHARGES $ 98,911 $ 83,302
=====================================
EARNINGS
Income before taxes $ 40,091 $ 35,944
Fixed charges 98,911 83,302
-------------------------------------
EARNINGS AS DEFINED $ 139,002 $ 119,246
=====================================
RATIO OF EARNINGS TO FIXED CHARGES 1.41x 1.43x
</TABLE>
The method of computing the ratio of earnings to fixed charges shown above
complies with SEC reporting requirements but differs from the method called
for in the Support Agreement between the Company and PACCAR. See Exhibit 12.2.
<PAGE>
EXHIBIT 12.2
PACCAR Financial Corp.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
PURSUANT TO THE SUPPORT AGREEMENT
BETWEEN THE COMPANY AND PACCAR
(Thousands of Dollars)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1999 1998
----------------------------------------
<S> <C> <C>
FIXED CHARGES
Interest expense $ 98,290 $ 82,774
Facility and equipment rental 709 688
----------------------------------------
TOTAL FIXED CHARGES $ 98,999 $ 83,462
========================================
EARNINGS
Income before taxes $ 40,091 $ 35,944
Depreciation 4,763 5,077
----------------------------------------
44,854 41,021
Fixed charges 98,999 83,462
----------------------------------------
EARNINGS AS DEFINED $ 143,853 $ 124,483
========================================
RATIO OF EARNINGS TO FIXED CHARGES 1.45x 1.49x
</TABLE>
<PAGE>
EXHIBIT 12.3
PACCAR AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1999 1998
-------------------------------------
<S> <C> <C>
FIXED CHARGES
Interest expense -
PACCAR and subsidiaries (1) $ 136,515 $ 121,705
Portion of rentals deemed interest 13,312 10,915
-------------------------------------
TOTAL FIXED CHARGES $ 149,827 $ 132,620
=====================================
EARNINGS
Income before taxes -
PACCAR and subsidiaries $ 634,400 $ 473,135
Fixed charges 149,827 132,620
-------------------------------------
EARNINGS AS DEFINED $ 784,227 $ 605,755
=====================================
RATIO OF EARNINGS TO FIXED CHARGES 5.23x 4.57x
</TABLE>
(1) Exclusive of interest, if any, paid to PACCAR.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER
30, 1999 AND 1998 AND FROM THE BALANCE SHEETS AT SEPTEMBER 30, 1999 AND DECEMBER
31, 1998 OF PACCAR FINANCIAL CORP. 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,551
<SECURITIES> 0
<RECEIVABLES> 3,079,335
<ALLOWANCES> 51,240
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 38,573
<DEPRECIATION> 11,883
<TOTAL-ASSETS> 3,095,643
<CURRENT-LIABILITIES> 0
<BONDS> 1,298,000
0
31,000
<COMMON> 14,500
<OTHER-SE> 371,647
<TOTAL-LIABILITY-AND-EQUITY> 3,095,643
<SALES> 0
<TOTAL-REVENUES> 179,872
<CGS> 0
<TOTAL-COSTS> 109,245
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 10,580
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 40,091
<INCOME-TAX> 15,453
<INCOME-CONTINUING> 24,638
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,638
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
