<PAGE>
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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 JUNE 30, 1995
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 0-15095
----------------
TENNECO CREDIT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0010368
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
TENNECO BUILDING, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 757-2131
----------------
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.
Common Stock, par value $5 per share: 200 shares as of July 31, 1995
TENNECO CREDIT CORPORATION MEETS THE CONDITIONS OF GENERAL INSTRUCTION
H(1)(A) AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A REDUCED
DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I--Financial Information
Tenneco Credit Corporation and Consolidated Subsidiaries--
Statements of Income.................................................. 2
Statements of Cash Flows.............................................. 3
Balance Sheets........................................................ 4
Statements of Changes in Stockholder's Equity......................... 6
Notes to Financial Statements......................................... 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ 8
Part II--Other Information
Item 1. Legal Proceedings............................................... *
Item 2. Changes in Securities........................................... *
Item 3. Defaults Upon Senior Securities................................. *
Item 4. Submission of Matters to a Vote of Security Holders............. *
Item 5. Other Information............................................... *
Item 6. Exhibits and Reports on Form 8-K................................ 11
</TABLE>
--------
* No such response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
1
<PAGE>
PART I--FINANCIAL INFORMATION
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS) (THOUSANDS)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------- ---------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES:
Earned finance charges and interest........ $33,443 $43,502 $67,335 $83,128
Rental income from affiliated company...... 1,432 1,432 2,864 2,864
------- ------- ------- -------
Total revenues........................... 34,875 44,934 70,199 85,992
------- ------- ------- -------
EXPENSES:
Interest--
Commercial paper.......................... -- 1,345 -- 2,350
Senior notes.............................. 19,814 26,601 39,736 57,359
Subordinated notes........................ 2,287 2,281 4,567 4,537
Commitment fees and other................. 446 1,335 778 3,142
------- ------- ------- -------
22,547 31,562 45,081 67,388
Depreciation and amortization.............. 497 497 994 994
Operating and administrative............... 3,240 (1,592) 6,945 (841)
------- ------- ------- -------
Total expenses........................... 26,284 30,467 53,020 67,541
------- ------- ------- -------
OTHER INCOME--Gain (loss) on sale of
receivables................................. -- (571) -- 25,514
------- ------- ------- -------
INCOME BEFORE INCOME TAXES................... 8,591 13,896 17,179 43,965
INCOME TAXES................................. 3,357 5,641 6,716 17,787
------- ------- ------- -------
NET INCOME................................... $ 5,234 $ 8,255 $10,463 $26,178
======= ======= ======= =======
</TABLE>
(The accompanying notes to financial statements are an
integral part of these statements of income.)
2
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
-------------------
1995 1994
--------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income.............................................. $ 10,463 $ 26,178
Adjustments to reconcile to net cash provided from
operating activities:
Depreciation and amortization......................... 994 994
Deferred income taxes................................. (91) 2,109
(Increase) decrease in notes and accounts receivable
purchased from affiliates, net....................... 301,599 259,636
Change in accounts payable to and receivable from
affiliates........................................... (4,506) 16,133
Increase (decrease) in accrued interest............... (815) (8,809)
Increase (decrease) in dealers' reserves.............. -- (3,415)
(Increase) decrease in notes receivable from
affiliated companies................................. (25,000) 89,031
Change in other assets and other, net................. 8,635 103,582
--------- --------
NET CASH PROVIDED FROM OPERATING ACTIVITIES............... 291,279 485,439
--------- --------
INVESTING ACTIVITIES:
Collections on long-term notes receivable............... 43,989 7,226
Purchase of long-term notes receivable.................. -- (146)
--------- --------
NET CASH PROVIDED FROM INVESTING ACTIVITIES............... 43,989 7,080
--------- --------
FINANCING ACTIVITIES:
Increase (decrease) in commercial paper................. -- (240,938)
Retirement of senior notes.............................. (35,600) (251,567)
Dividends paid.......................................... (300,000) --
--------- --------
NET CASH USED IN FINANCING ACTIVITIES..................... (335,600) (492,505)
--------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...... (332) 14
BEGINNING CASH AND CASH EQUIVALENTS BALANCE............... 332 4
--------- --------
ENDING CASH AND CASH EQUIVALENTS BALANCE.................. $ -- $ 18
========= ========
CASH PAID DURING THE PERIOD FOR:
Interest................................................ $ 45,896 $ 75,360
Income Taxes............................................ $ 6,742 $ 15,678
</TABLE>
(The accompanying notes to financial statements are an
integral part of these statements of cash flows.)
3
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
(THOUSANDS)
JUNE 30, DECEMBER 31, JUNE 30,
1995 1994 1994
---------- ------------ ----------
<S> <C> <C> <C>
Notes and accounts receivable purchased from
affiliates:
Customers.................................. $1,175,088 $1,522,862 $1,832,828
Affiliated companies....................... 3,780 3,741 4,236
---------- ---------- ----------
1,178,868 1,526,603 1,837,064
Less--Unearned finance charges.............. 92,049 137,500 199,895
Allowance for doubtful receivables....... 8,869 9,554 10,743
---------- ---------- ----------
1,077,950 1,379,549 1,626,426
---------- ---------- ----------
Notes receivable:
Non-affiliated companies, including $4,917,
$4,917 and $4,917 due within one year at
the respective dates...................... 23,167 67,156 71,085
Affiliated companies....................... 25,000 -- --
---------- ---------- ----------
48,167 67,156 71,085
---------- ---------- ----------
Equipment under operating leases (at cost),
less accumulated depreciation of $19,240,
$18,246 and $17,251 at the respective
dates...................................... 50,366 51,360 52,355
---------- ---------- ----------
Other assets:
Cash and cash equivalents ................. -- 332 18
Accounts receivable from affiliates........ 5,900 1,193 43,180
Interest receivable and other.............. 9,945 16,466 3,873
---------- ---------- ----------
15,845 17,991 47,071
---------- ---------- ----------
$1,192,328 $1,516,056 $1,796,937
========== ========== ==========
</TABLE>
(The accompanying notes to financial statements are an
integral part of these balance sheets.)
4
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
(THOUSANDS EXCEPT SHARE AMOUNTS)
JUNE 30, DECEMBER 31, JUNE 30,
1995 1994 1994
---------- ------------ ----------
<S> <C> <C> <C>
Senior notes, including $204,205, $238,576
and $287,355 due within one year at the
respective dates........................... $ 817,289 $ 852,008 $1,102,925
Subordinated notes.......................... 92,100 92,100 92,100
Accounts payable to affiliates.............. 8,035 7,834 30,038
Dealers' reserves........................... -- -- 14,733
Accrued interest............................ 25,031 24,613 34,816
Deferred income taxes....................... 14,213 14,304 12,345
---------- ---------- ----------
956,668 990,859 1,286,957
---------- ---------- ----------
Stockholder's equity:
Common stock, par value $5 per share, au-
thorized, issued and outstanding 200
shares.................................... 1 1 1
Capital surplus............................ 185,228 185,228 185,228
Retained earnings.......................... 50,431 339,968 324,751
---------- ---------- ----------
235,660 525,197 509,980
---------- ---------- ----------
$1,192,328 $1,516,056 $1,796,937
========== ========== ==========
</TABLE>
(The accompanying notes to financial statements are an
integral part of these balance sheets.)
5
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
------------------
1995 1994
-------- --------
<S> <C> <C>
COMMON STOCK:
Balance beginning and end of period....................... $ 1 $ 1
-------- --------
CAPITAL SURPLUS:
Balance beginning and end of period....................... 185,228 185,228
-------- --------
RETAINED EARNINGS:
Balance beginning of period............................... 339,968 298,573
Net income............................................... 10,463 26,178
Dividends................................................ (300,000) --
-------- --------
Balance end of period..................................... 50,431 324,751
-------- --------
Total.................................................... $235,660 $509,980
======== ========
</TABLE>
(The accompanying notes to financial statements are an
integral part of these statements of changes in stockholder's equity.)
6
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) In the opinion of Tenneco Credit Corporation, the accompanying unaudited
financial statements of Tenneco Credit Corporation and its consolidated
subsidiaries (the "Company") contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial
position as of June 30, 1995, and the results of operations; changes in
stockholder's equity; and cash flows for the periods indicated.
(2) Certain reclassifications have been made to prior period amounts, where
appropriate, to conform with the current period presentation.
(3) In June 1994, Tenneco Inc. and its consolidated subsidiaries ("Tenneco")
completed an initial public offering of approximately 29% of the common
stock of Case Corporation ("Case"), the holder of Tenneco's farm and
construction equipment segment (the "Case Business"). In November 1994, a
secondary offering of Case's common stock reduced Tenneco's ownership to
approximately 44%. On August 9, 1995, Tenneco sold in a secondary public
offering 16.1 million shares of common stock of Case, further reducing
Tenneco's ownership interest in Case to approximately 21%.
In connection with the initial public offering, Tenneco transferred all of
its Case Business assets to Case, except for $1.2 billion of existing
United States retail receivables, which were retained by the Company. Case
will service the retail receivables retained by the Company for which the
Company will pay a servicing fee equal to two percent per annum of the
average amount outstanding during each month. It is estimated that by 1999
substantially all of the farm and construction equipment receivables
retained by the Company will be liquidated. As a result of transactions
described above, the future activities and income of the Company will be
substantially reduced.
(4) Tenneco International Holding Corp. ("TIHC"), a wholly-owned subsidiary of
Tenneco International Inc., has arranged a $50 million committed line of
credit with the Company to provide short-term financing which provides for
borrowings at various rates. At June 30, 1995, the Company had made loans
of $25 million to TIHC related to this line of credit.
(The above notes are an integral part of the foregoing financial statements.)
7
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
SECOND QUARTER RESULTS
REVENUES
The Company reported total revenues of $34.9 million for the second quarter
of 1995, down $10.0 million from the second quarter of 1994. The following sets
forth the percentage of revenues from the various sources:
<TABLE>
<CAPTION>
REVENUES
---------------------
THREE MONTHS ENDED
JUNE 30,
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Case.............................................. 44% 69%
Pipeline.......................................... 14 9
Packaging......................................... 15 6
Automotive........................................ 13 5
Other............................................. 8 2
--------- ---------
Total from accounts receivable.................. 94 91
Rental............................................ 4 3
Notes receivable.................................. 2 6
--------- ---------
100% 100%
</TABLE>
The average yield on Case retail receivables for the second quarter of 1995
was 10.7% compared with 10.5% for the second quarter of 1994. The discount rate
charged on pipeline and other short-term receivables was 9.25% during the
second quarter of 1995 versus a range of 6.50% to 7.50% during the second
quarter of 1994.
The Company's only leasing activity is the multifuel boiler facility leased
to Packaging Corporation of America ("Packaging"), an affiliate of the Company.
Leasing activities provided $1.4 million of revenues in the three months ended
June 30, 1995 and 1994.
Under an Investment Agreement dated June 15, 1988, between the Company and
Tenneco Inc. (the "Investment Agreement"), the Company is to receive a service
charge from Tenneco Inc. for each month equal to the amount, if any, by which
the cumulative earnings of the Company for the period from the beginning of the
calendar year to the end of such month, before deduction of fixed charges and
federal income taxes, are less than 125% of the Company's fixed charges. A
service charge of $234,000 was paid by Tenneco Inc. for the month of January
1994. No service charge was required for the months prior or subsequent to
January 1994.
Subsequent to the Case reorganization and initial public offering (See Note 3
to financial statements for additional information), the Case retail financing
activities have been conducted by Case's newly formed United States finance
subsidiary. As the Company no longer purchases Case retail receivables, future
revenues and income will continue to decline as the remaining Case retail
receivables are collected.
EXPENSES
Interest expense totaled $22.5 million for the second quarter of 1995, a
decrease of $9.0 million or 29% over the second quarter of 1994. This decrease
resulted from lower levels of long-term and short-term debt. The average
interest rate for the second quarter of 1995 was 9.9% compared to 10.0% for the
second quarter of 1994. Operating and administrative expenses increased $4.8
million primarily due to fees paid to Case to service Case U.S. retail notes
receivable retained by the Company in the Case reorganization (See Note 3 to
financial statements for additional information) and the June 1994 reversal of
the allowance for bad debt related to Case store receivables.
8
<PAGE>
NET INCOME
Net income for the second quarter of 1995 was $5.2 million, a decrease of
$3.1 million or 37% compared with the second quarter of 1994. The decrease is
attributable to lower revenues and increased operating and maintenance expenses
partially offset by lower interest expense and income taxes.
ASSETS
The Company had total assets of $1,192.3 million at June 30, 1995, as
compared to $1,516.1 million at December 31, 1994, and $1,796.9 million at June
30, 1994. The 34% reduction of total assets at June 30, 1995 versus June 30,
1994, was primarily due to the continuing liquidation of the Case retail notes
receivable (See Note 3 to financial statements for additional information).
As of June 30, 1995, the Company held net trade notes and accounts receivable
totaling $1,078.0 million, which accounted for 90% of the Company's total
assets. This compares to $1,379.5 million and $1,626.4 million or 91% of the
total assets as of December 31, 1994 and June 30, 1994. Details of these
receivables are shown as follows:
<TABLE>
<CAPTION>
NET TRADE NOTES AND ACCOUNTS
RECEIVABLE
------------------------------
JUNE 30, DECEMBER 31, JUNE 30,
1995 1994 1994
-------- ------------ --------
<S> <C> <C> <C>
Case....................................... 52% 53% 62%
Pipeline................................... 20 19 15
Packaging.................................. 10 15 11
Automotive................................. 18 13 12
--- --- ---
100% 100% 100%
</TABLE>
Case net trade notes and accounts receivable are $179.8 million and $443.1
million lower at June 30, 1995, compared to December 31, 1994 and June 30,
1994, respectively, due to the continuing liquidation of the Case retail notes
receivables.
The Company held $23.2 million of notes receivable from non-affiliated
companies at June 30, 1995, down from the $67.2 million and $71.1 million held
at December 31, 1994 and June 30, 1994, respectively. The decrease from
December 31, 1994, was due to the pre-payment of a long-term note from a third
party. Long-term receivables from non-affiliated companies represented 2% of
the Company's total assets at June 30, 1995.
As of June 30, 1995, the Company had a net recorded investment of $50.4
million in a multifuel boiler leased to Packaging. The leased facility
represented 4% of the Company's total assets at June 30, 1995.
CAPITALIZATION AND CAPITAL RESOURCES
Pursuant to the Investment Agreement, Tenneco Inc. is required to maintain an
investment in the Company as necessary to assure that at all times the sum of
the Company's subordinated debt plus stockholder's equity will be at least
equal to 20% of the Company's total debt plus stockholder's equity.
The Company's capital requirements have been financed through the issuance of
commercial paper, publicly and privately placed medium-term notes, senior
public debt and bank loans, subordinated debt, and advances and equity capital
from Tenneco Inc., plus earnings retained in the business.
9
<PAGE>
The Company's total capitalization was $1,145.0 million, $1,469.3 million and
$1,705.0 million at June 30, 1995, December 31, 1994 and June 30, 1994,
respectively. The components of capitalization at such dates are set forth in
the following table:
<TABLE>
<CAPTION>
CAPITALIZATION
------------------------------
JUNE 30, DECEMBER 31, JUNE 30,
1995 1994 1994
-------- ------------ --------
<S> <C> <C> <C>
Medium-term senior debt.................... 3% 5% 4%
Long-term senior debt...................... 68 53 60
Subordinated debt.......................... 8 6 6
Stockholder's equity....................... 21 36 30
--- --- ---
100% 100% 100%
</TABLE>
SIX MONTH RESULTS
REVENUES
For the six months of 1995, revenue totaled $70.2 million, down 18% from the
$86.0 million reported for the same period in 1994. This reduction is
attributable to lower average Case receivable balances.
On a percentage basis, revenues for the indicated six-month periods were
generated from the following:
<TABLE>
<CAPTION>
REVENUES
-------------------
SIX MONTHS ENDED
JUNE 30,
-------------------
1995 1994
-------- --------
<S> <C> <C>
Case................................................ 47% 72%
Pipeline............................................ 14 10
Packaging........................................... 14 5
Automotive.......................................... 11 4
Other............................................... 8 2
-------- --------
Total from accounts receivable.................... 94 93
Rental.............................................. 4 3
Notes receivable.................................... 2 4
-------- --------
100% 100%
</TABLE>
Discount rates on short-term accounts receivable during the first six months
of 1995 ranged from 8.75% to 9.25% as compared to a range of 5.75% to 7.5% for
the first six months of 1994. The average yield on Case retail receivables for
the six month period increased to 10.5% in 1995 from 9.8% in 1994.
EXPENSES
Interest expense for the six months ended June 30, 1995, was $45.1 million
versus $67.4 million for the same period in 1994. The $22.3 million decrease
was due to lower levels of long-term and short-term debt for the first six
months of 1995. Operating and administrative expense increased $7.8 million as
discussed in "Second Quarter Results--Expenses."
OTHER INCOME
Other income for the six months ended June 30, 1995, was down $25.5 million
from the same period in 1994. Other income for 1994 was primarily attributable
to the pre-tax gain on the sale of certain farm and construction equipment
receivables to limited purpose business trusts in February 1994.
10
<PAGE>
NET INCOME
Net income for the first six months of 1995 was $10.5 million, a decrease of
$15.7 million from net income of $26.2 million for the 1994 period. See
discussion in "Net Income" under Second Quarter Results.
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
12--Computation of Ratio of Earnings to Fixed Charges.
27--Financial Data Schedule.
(b) Reports on Form 8-K. Tenneco Credit Corporation did not file any reports
on Form 8-K during the quarter ended June 30, 1995.
11
<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.
TENNECO CREDIT CORPORATION
Robert T. Blakely
Date: August 11, 1995 By __________________________________
Robert T. Blakely
President
Mark A. McCollum
Date: August 11, 1995 By __________________________________
Mark A. McCollum
Principal Financial and Accounting
Officer
12
<PAGE>
EXHIBIT 12
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
----------------
1995 1994
------- --------
<S> <C> <C>
Net income.................................................... $10,463 $ 26,178
Add:
Interest expense............................................. 45,081 67,388
Income taxes................................................. 6,716 17,787
------- --------
Earnings as defined........................................ $62,260 $111,353
======= ========
Fixed charges--interest expense............................... $45,081 $ 67,388
======= ========
Ratio of earnings to fixed charges............................ 1.38 1.65
======= ========
</TABLE>
<PAGE>
EXHIBIT 12
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
----------------
1995 1994
------- --------
<S> <C> <C>
Net income.................................................... $10,463 $ 26,178
Add:
Interest expense............................................. 45,081 67,388
Income taxes................................................. 6,716 17,787
------- --------
Earnings as defined........................................ $62,260 $111,353
======= ========
Fixed charges--interest expense............................... $45,081 $ 67,388
======= ========
Ratio of earnings to fixed charges............................ 1.38 1.65
======= ========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Tenneco
Credit Corporation and Consolidated Subsidiaries Financial Statements and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 1,083,039
<ALLOWANCES> (8,869)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 69,606
<DEPRECIATION> (19,240)
<TOTAL-ASSETS> 1,192,328
<CURRENT-LIABILITIES> 0
<BONDS> 909,389
<COMMON> 1
0
0
<OTHER-SE> 235,659
<TOTAL-LIABILITY-AND-EQUITY> 1,192,328
<SALES> 0
<TOTAL-REVENUES> 70,199
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,939
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,081
<INCOME-PRETAX> 17,179
<INCOME-TAX> 6,716
<INCOME-CONTINUING> 10,463
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,463
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
