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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended September 30, 1996
Commission File No. 1-4456
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TEXAS EASTERN TRANSMISSION CORPORATION
(Exact name of registrant as specified in its charter)
A Delaware Corporation
(State of Incorporation or Organization)
72-0378240
(IRS Employer Identification No.)
5400 Westheimer Court, P.O. Box 1642, Houston, Texas 77251-1642
(Address of principal executive offices, including zip code)
(713) 627-5400
(Registrant's telephone number, including area code)
-----------------------
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 twelve 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:
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 10-Q with
the reduced disclosure format. Part I, Item 2 has been reduced and
Part II, Item 4 has been omitted in accordance with such Instruction H.
The Registrant's parent, PanEnergy Corp (File No. 1-8157), files reports
and proxy materials pursuant to the Securities Exchange Act of 1934.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
Class Outstanding at October 31, 1996
-------------------------- -------------------------------
Common Stock, $1 par value 1,000
===========================================================================<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements - Unaudited
Texas Eastern Transmission Corporation and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Periods Ended September 30
Three Months Nine Months
--------------- ---------------
Millions 1996 1995 1996 1995
- -------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
Operating Revenues
Transportation and storage
of natural gas $208.5 $202.7 $646.4 $627.9
Other 12.0 7.0 35.1 22.2
------ ------ ------ ------
Total (Note 2) 220.5 209.7 681.5 650.1
------ ------ ------ ------
Costs and Expenses
Operating and maintenance 66.7 74.3 218.7 222.2
Depreciation and amortization 56.0 36.5 109.1 109.3
General and administrative 7.4 22.4 80.2 66.8
Miscellaneous taxes 10.0 9.7 31.4 29.7
------ ------ ------ ------
Total 140.1 142.9 439.4 428.0
------ ------ ------ ------
Operating Income 80.4 66.8 242.1 222.1
Other Income, Net of Deductions 2.4 1.5 5.8 2.9
------ ------ ------ ------
Earnings Before Interest and Tax 82.8 68.3 247.9 225.0
------ ------ ------ ------
Interest Expense
Parent 7.3 - 22.2 -
Other 22.8 21.8 67.0 68.0
------ ------ ------ ------
Total 30.1 21.8 89.2 68.0
------ ------ ------ ------
Earnings Before Income Tax 52.7 46.5 158.7 157.0
Income Tax 20.4 18.7 62.1 62.8
------ ------ ------ ------
NET INCOME $ 32.3 $ 27.8 $ 96.6 $ 94.2
====== ====== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements<PAGE>
<PAGE>
Item 1. Financial Statements - Unaudited (Continued)
Texas Eastern Transmission Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
Millions 1996 1995
- -------- ------------- ------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ - $ 0.1
Accounts receivable, net 13.2 22.8
Inventory and supplies 17.4 19.1
Current deferred income tax 44.6 45.1
Other (Notes 2 and 4) 113.0 114.2
-------- --------
Total 188.2 201.3
-------- --------
Investments
Advances receivable - parent 868.4 686.1
Other 16.6 16.6
-------- --------
Total 885.0 702.7
-------- --------
Plant, Property and Equipment
Cost 3,258.3 3,218.9
Accumulated depreciation and amortization (765.8) (681.9)
-------- --------
Net plant, property and equipment 2,492.5 2,537.0
-------- --------
Deferred Charges
Goodwill, net 162.4 173.4
Other (Notes 2 and 4) 480.4 537.4
-------- --------
Total 642.8 710.8
-------- --------
TOTAL ASSETS $4,208.5 $4,151.8
======== ========
</TABLE>
See accompanying notes to consolidated financial statements<PAGE>
<PAGE>
Item 1. Financial Statements - Unaudited (Continued)
Texas Eastern Transmission Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
Millions 1996 1995
- -------- ------------- ------------
<S> <C> <C>
Current Liabilities
Long-term debt due within
one year (Note 6) $ 250.0 $ -
Note payable - parent - 355.0
Accounts payable 42.2 44.3
Accrued income tax - parent 44.8 41.9
Accrued interest 23.2 21.3
Other (Notes 2 and 4) 271.6 281.9
-------- --------
Total 631.8 744.4
-------- --------
Deferred Liabilities and Credits
Deferred income tax 606.7 586.0
Other (Notes 2 and 4) 396.5 444.2
-------- --------
Total 1,003.2 1,030.2
-------- --------
Long-term Debt
Note payable - parent (Note 3) 355.0 -
Other (Note 6) 572.4 820.5
-------- --------
Total 927.4 820.5
-------- --------
Commitments and Contingent Liabilities
(Notes 2, 4 and 5)
Common Stockholder's Equity
Common stock, one thousand shares
authorized, issued and outstanding,
$1 par value per share - -
Paid-in capital 1,463.5 1,470.7
Retained earnings 182.6 86.0
-------- --------
Total 1,646.1 1,556.7
-------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $4,208.5 $4,151.8
======== ========
</TABLE>
See accompanying notes to consolidated financial statements<PAGE>
<PAGE>
Item 1. Financial Statements - Unaudited (Continued)
Texas Eastern Transmission Corporation and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30
---------------------
Millions 1996 1995
- -------- ------- -------
<S> <C> <C>
Operating Activities
Net income $ 96.6 $ 94.2
Adjustments to reconcile net income to operating
cash flows -
Depreciation and amortization 109.1 109.3
Deferred income tax expense 21.2 23.0
Other non-cash items in net income 5.4 0.8
Net change in operating assets
and liabilities 5.8 (41.3)
------- -------
Net Cash Flows Provided by Operating Activities 238.1 186.0
------- -------
Investing Activities
Capital expenditures (66.3) (80.2)
Net increase in advances receivable - parent (182.3) (109.7)
Property retirements and other 6.0 0.1
------- -------
Net Cash Flows Used in Investing Activities (242.6) (189.8)
------- -------
Financing Activities
Accounts payable - banks 4.4 (7.1)
------- -------
Net Cash Flows Provided by (Used in)
Financing Activities 4.4 (7.1)
------- -------
Net Change in Cash
Decrease in cash and cash equivalents (0.1) (10.9)
Cash and cash equivalents, beginning of period 0.1 11.0
------- -------
Cash and Cash Equivalents, End of Period $ - $ 0.1
======= =======
Supplemental Disclosures
Cash paid for interest (net of amount capitalized) $ 82.0 $ 62.1
Cash paid for income tax (including
intercompany amounts) 45.8 44.9
</TABLE>
See accompanying notes to consolidated financial statements<PAGE>
<PAGE>
Texas Eastern Transmission Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
Texas Eastern Transmission Corporation (TETCO) and its subsidiaries
(the Company) are involved in the interstate transportation and
storage of natural gas. TETCO is a wholly-owned subsidiary of
PanEnergy Corp (PanEnergy). The interstate gas transmission oper-
ations of TETCO are subject to the rules, regulations and accounting
procedures of the Federal Energy Regulatory Commission (FERC).
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of
the financial statements. Certain amounts of reported revenues and
expenses are also affected by these estimates and assumptions.
Actual results could differ from those estimates. The consolidated
financial statements reflect all normal recurring adjustments that
are, in the opinion of management, necessary for fair presentation.
Certain amounts for the prior periods have been reclassified in the
consolidated financial statements to conform to the current
presentation.
2. Natural Gas Revenues and Regulatory Matters
When rate cases are pending final FERC approval, a portion of the
revenues collected by TETCO is subject to possible refunds. The
Company has established adequate reserves where required for such
cases. The following is a summary of significant pending regulatory
matters.
FERC Order 636 and Transition Costs
During 1993, TETCO began providing restructured services pursuant to
FERC Order 636. This order requires pipeline service restructuring
that unbundles sales, transportation and storage services. Order 636
allows pipelines to recover eligible costs resulting from
implementation of the order (transition costs). On July 16, 1996,
the U.S. Court of Appeals for the District of Columbia upheld, in
general, all aspects of Order 636 and remanded certain issues for
further explanation. One of the issues remanded for further
explanation is whether pipelines should be entitled to recover 100%
of gas supply realignment (GSR) costs. This matter is substantially
mitigated by TETCO's Order 636 settlement.
<PAGE>
<PAGE>
TETCO's final and nonappealable Order 636 settlement, implemented on
August 1, 1994, provides for the recovery of certain transition costs
through volumetric and reservation charges through 2002 and beyond,
if necessary. Pursuant to the settlement, TETCO will absorb a
certain portion of the transition costs, the amount of which
continues to be subject to change dependent upon natural gas prices
and deliverability levels. In 1993, the Company established an
additional provision to reflect the impact of the settlement and
increased its liabilities in 1995 upon producers' discoveries of
additional natural gas reserves.
At September 30, 1996 and December 31, 1995, the Company had recorded
$64.6 million and $274 million (1996), and $65 million and
$310 million (1995), of current and long-term regulatory assets,
respectively, representing transition costs incurred or estimated to
be incurred that will be recovered. At September 30, 1996 and
December 31, 1995, the Company had recorded estimated current and
long-term liabilities related to Order 636 transition costs of
$84 million and $140 million (1996), and $125 million and
$165 million (1995), respectively.
In July 1996, TETCO received $76 million for the sale of the right to
receive certain Order 636 GSR surcharges, with limited recourse. In
the opinion of management, the probability that TETCO will be
required to perform under the recourse provisions is remote.
In 1993, the U.S. Department of the Interior (the Department)
announced its intention to seek additional royalties from gas
producers as a result of payments received by such producers in
connection with past take-or-pay settlements, and buyouts and
buydowns of gas sales contracts with natural gas pipelines. TETCO,
with respect to certain producer contract settlements, may be
contractually required to reimburse or, in some instances, to
indemnify producers against such royalty claims. The potential
liability of the producers to the government and of TETCO to the
producers involves complex issues of law and fact which are likely to
take a substantial period of time to resolve. On August 27, 1996,
the U.S. Court of Appeals for the District of Columbia Circuit
overturned a lower court ruling in favor of the government in
litigation brought on behalf of producers challenging the
Department's attempts to seek the additional royalties. The
Department is seeking further review of the appellate ruling. If
TETCO ultimately has to reimburse or indemnify the producers, TETCO
will file with FERC to recover these costs from pipeline customers.
In the past, during the normal course of business, TETCO entered into
certain gas purchase contracts containing take-or-pay provisions,
which may expose the Company to financial risk. The Company believes
the exposure associated with gas purchase contract commitments and
the termination of TETCO's merchant services is substantially
mitigated by transition cost recoveries pursuant to TETCO's
settlement, Order 636 and other mechanisms. As a result, the Company
believes that Order 636 transition cost issues and take-or-pay
settlement matters will not have a material adverse effect on future
consolidated results of operations or financial position.
<PAGE>
3. Note Payable - Parent
TETCO extended the maturity date of its $355 million note payable to
PanEnergy to October 1, 2001. The note was originally due June 30,
1996.
4. Environmental Matters
TETCO is currently conducting PCB (polychlorinated biphenyl) assess-
ment and cleanup programs at certain of its compressor station sites
under conditions stipulated by a U.S. Consent Decree. The programs
include on- and off-site assessment, installation of on-site source
control equipment and groundwater monitoring wells, and on- and off-
site cleanup work. TETCO expects to complete these cleanup programs
during 1997. Groundwater monitoring activities will continue beyond
1997.
In 1987, the Commonwealth of Kentucky instituted suit in state court
against TETCO, alleging improper disposal of PCBs at TETCO's three
compressor station sites in Kentucky. This suit, which is still
pending, seeks penalties for violations of Kentucky environmental
statutes. The Company previously established a reserve for potential
fines and penalties. TETCO has completed cleanup of these sites.
At September 30, 1996 and December 31, 1995, TETCO had current and
long-term liabilities recorded of $68.3 million and $115.4 million
(1996), and $44.9 million and $168.3 million (1995), respectively,
for remaining estimated cleanup costs. These cost estimates repre-
sent gross cleanup costs expected to be incurred by TETCO, have not
been discounted or reduced by customer recoveries and do not include
fines, penalties or third-party claims. Estimated liabilities for
remaining TETCO PCB cleanup costs were reduced in the fourth quarter
1995 as a result of lower-than-projected cleanup costs incurred on
completed sites. As a result of the reduction in estimated cleanup
costs, the related regulatory assets were also reduced. At
September 30, 1996 and December 31, 1995, TETCO had current and long-
term regulatory assets recorded of $19.2 million and $86 million
(1996), and $17 million and $101.7 million (1995), respectively,
representing costs to be recovered from customers.
The federal and state cleanup programs are not expected to interrupt
or diminish TETCO's ability to deliver natural gas to customers. The
Company believes the ultimate resolution of matters relating to the
environmental issues discussed above will not have a material adverse
effect on consolidated results of operations or financial position.
<PAGE>
<PAGE>
5. Litigation
In connection with a rupture and fire that occurred on TETCO's
36-inch natural gas pipeline on March 23, 1994 in Edison, New Jersey,
claims have been made and numerous lawsuits have been filed in the
Superior Court of New Jersey, Middlesex County against TETCO and
other private and governmental entities by or on behalf of hundreds
of individuals and businesses. These claimants seek compensatory
damages for personal injuries and/or property losses, as well as
punitive damages. The property insurers of an apartment complex
adjacent to the asphalt plant where the rupture occurred also have
filed suits against TETCO and other defendants in Superior Court
seeking to recover amounts paid under pertinent policies of
insurance. TETCO has settled the claims of the property insurers and
some individuals and businesses, while retaining the right to seek
recovery of those settlement amounts from other defendants. Quality
Materials, Inc. (Quality), the owner of the asphalt plant, filed suit
in the U.S. District Court for the District of New Jersey against
TETCO seeking to recover unspecified property damages, lost income
and punitive damages. TETCO filed a counterclaim against Quality.
In April 1996, the U.S. District Court dismissed the suit by Quality
and the counterclaim by TETCO on the grounds that all claims should
be resolved in the pending Middlesex County litigation.
The findings of an investigation of the incident by the Company and
the National Transportation Safety Board (NTSB) indicate third-party
damage to be the cause of the rupture. Additionally, an NTSB report
found that TETCO's pipeline operations met or exceeded federal safety
regulations. The Company recorded a provision in 1994 for costs
related to this incident that are not recoverable under the Company's
insurance policies.
On August 30, 1995, two plaintiffs filed a lawsuit with class action
allegations in Jefferson County, Texas, against PanEnergy, TETCO and
Texas Eastern Corporation (an affiliate), among others. While that
suit ultimately was dismissed, one of the two original plaintiffs
refiled the suit on June 3, 1996 in the Circuit Court of the City of
St. Louis, Missouri. The defendants now have removed the suit to the
U.S. District Court for the Eastern District of Missouri, Eastern
Division. The plaintiff seeks recovery of compensatory and punitive
damages, in unspecified amounts, for personal injuries and property
damage resulting from alleged exposure to PCBs.
A lawsuit filed in the United States District Court for the District
of Columbia by natural gas producer Jack Grynberg was served in July
1996 naming TETCO and certain affiliated companies as defendants,
among others. The action was brought under the federal False Claims
Act against 70 defendants, including every major pipeline, asserting
that the defendants intentionally underreported volumes and heating
content of gas purchased from producers on federal lands, with the
result that the United States was underpaid royalties. The plaintiff
seeks recovery of the royalty amounts due the United States, treble
damages, civil penalties and compliance with "appropriate" techniques
for measuring gas. <PAGE>
<PAGE>
The Company expects the resolution of all the above litigation
matters will not have a material adverse effect on consolidated
results of operations or financial position.
The Company is also involved in various other legal actions and
claims arising in the normal course of business. Based upon its
current assessment of the facts and the law, management does not
believe that the outcome of any such action or claim will have a
material adverse effect upon the consolidated financial position of
the Company. However, these actions and claims in the aggregate seek
substantial damages against the Company and are subject to the
uncertainties inherent in any litigation. The Company is defending
itself vigorously in all the above suits.
6. Subsequent Events
On October 1, 1996, TETCO redeemed its outstanding $150 million,
10% debentures due 2011 and its outstanding $100 million,
10 1/8% debentures also due 2011. Accordingly, the Company has
classified these debentures as current liabilities in the consol-
idated balance sheet as of September 30, 1996. The Company recorded
a non-cash extraordinary charge of $16.8 million (net of income tax
of $10.2 million) in October 1996 in connection with this early
retirement of debt.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following information is provided to facilitate increased understanding
of the 1996 and 1995 interim consolidated financial statements and
accompanying notes presented in Item 1. Because all of the outstanding
capital stock of TETCO is owned by PanEnergy, the following discussion has
been prepared in accordance with the reduced disclosure format permitted by
Form 10-Q for issuers that are wholly-owned subsidiaries of reporting
companies under the Securities Exchange Act of 1934.
This quarterly report may contain certain forward-looking information
regarding the Company, including projections, estimates, forecasts, plans
and objectives. Although management believes that all such statements are
based upon reasonable assumptions, no assurance can be given that the
actual results will not differ materially from those contained in such
forward-looking statements.
Important factors that could cause actual results to differ include, but
are not limited to, general economic conditions, natural gas and liquids
prices, competition from other pipelines and alternative fuels, weather
conditions, state and federal regulations, legal and regulatory
proceedings, the development of new markets, services and products, and the
condition of the capital markets utilized by the Company.
<PAGE>
<PAGE>
OPERATING ENVIRONMENT
Order 636 Transition Costs - With implementation of Order 636 and the
elimination of TETCO's pipeline merchant services, the Company is incurring
certain costs related to the transition, primarily TETCO's gas purchase
contract commitments. TETCO's gross commitments under gas purchase
contracts that do not contain market-sensitive pricing provisions are
approximately $160 million, $115 million, $60 million and $25 million for
the years 1996 through 1999, respectively, with no significant amounts
thereafter. These estimates reflect significant assumptions regarding
deliverability and natural gas prices.
TETCO's final and nonappealable Order 636 settlement, implemented on
August 1, 1994, provides for the recovery of certain transition costs
through volumetric and reservation charges through 2002 and beyond, if
necessary. Pursuant to the settlement, TETCO will absorb a certain portion
of the transition costs, the amount of which continues to be subject to
change dependent upon natural gas prices and deliverability levels. The
Company has established provisions to reflect the impact of the settlement.
See Note 2 of the Notes to Consolidated Financial Statements.
The Company believes the exposure associated with gas purchase contract
commitments and the termination of TETCO's pipeline merchant services is
substantially mitigated by transition cost recoveries pursuant to TETCO's
settlement, Order 636 and other mechanisms, and further believes that these
matters will not have a material adverse effect on future consolidated
results of operations, financial position or liquidity.
For information concerning certain other regulatory proceedings, environ-
mental matters and other contingencies, see Notes 2, 4 and 5 of the Notes
to Consolidated Financial Statements.
RESULTS OF OPERATIONS
Consolidated net income for the nine months ended September 30, 1996 was
$96.6 million, compared with $94.2 million for the same period in 1995.
Natural gas transportation volumes, totaling 1,001 trillion British thermal
units for the first nine months of 1996, increased 12% as compared with the
same period in 1995.
Earnings before interest and tax increased $22.9 million comparing the
first nine months of 1996 with the prior-year period. Revenues increased
$31.4 million, or 5%, primarily due to colder weather and new pipeline
expansion projects. Higher operating expenses, including $2.3 million of
severance expense recorded in the first quarter 1996, partially offset the
increase in revenues.
Interest expense increased $21.2 million comparing the first nine months of
1996 with the same period in 1995, reflecting higher average debt balances
outstanding.
<PAGE>
<PAGE>
CAPITAL EXPENDITURES
Capital expenditures totaled $66.3 million in the first nine months of
1996, compared with $80.2 million for the same period in 1995. Capital
expenditures for 1996 are expected to approximate $140 million, with
market-expansion expenditures comprising 40% of the capital budget.
Expenditures for 1996 are expected to be funded by cash from operations,
periodic sales of customer accounts with limited recourse and/or collection
of intercompany advances receivable. The Company's current estimate of
1997 capital expenditures is approximately $135 million to $160 million, of
which 40% represents expenditures for market-expansion projects.
PA RT II. OTHER INFORMATION
Item 1. Legal Proceedings
See Notes 2, 4 and 5 of the Notes to Consolidated Financial Statements in
Part I of this Report, which are incorporated herein by reference. See
also Item 3 of TETCO's Annual Report on Form 10-K for the year ended
December 31, 1995.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
Exhibit Number Description
27 Financial Data Schedule
(b) Reports on Form 8-K - None<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned duly authorized officer and chief accounting
officer.
TEXAS EASTERN TRANSMISSION CORPORATION
(Registrant)
/s/ Sandra P. Meyer
--------------------------------------
Sandra P. Meyer, Vice President
and Treasurer
Date: November 12, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Texas Eastern Transmission Corporation Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000097432
<NAME> TEXAS EASTERN TRANSMISSION CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 13,200
<ALLOWANCES> 0
<INVENTORY> 17,400
<CURRENT-ASSETS> 188,200
<PP&E> 3,258,300
<DEPRECIATION> 765,800
<TOTAL-ASSETS> 4,208,500
<CURRENT-LIABILITIES> 631,800
<BONDS> 927,400
<COMMON> 0
0
0
<OTHER-SE> 1,646,100
<TOTAL-LIABILITY-AND-EQUITY> 4,208,500
<SALES> 0
<TOTAL-REVENUES> 681,500
<CGS> 0
<TOTAL-COSTS> 218,700
<OTHER-EXPENSES> 140,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 89,200
<INCOME-PRETAX> 158,700
<INCOME-TAX> 62,100
<INCOME-CONTINUING> 96,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 96,600
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>Not meaningful since Texas Eastern Transmission Corporation is a
wholly-owned subsidiary.
</FN>
</TABLE>