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 the quarterly period ended June 30, 1997
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 1-4169
TEXAS GAS TRANSMISSION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 61-0405152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3800 Frederica Street, Owensboro, Kentucky 42301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502)926-8686
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.
1,000 shares as of August 8, 1997
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
H(1)(a) and (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
INDEX
Page
Number
Part I. Financial Information
Item 1. Financial Statements ......................... 3
Consolidated Balance Sheets at
June 30, 1997 and December 31, 1996 ................. 3-4
Consolidated Statements of Income
Three Months Ended June 30, 1997 and 1996 ........... 5
Six Months Ended June 30, 1997 and 1996.............. 6
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1997 and 1996 ............. 7
Condensed Notes to Consolidated Financial Statements .. 8-11
Item 2. Management's Narrative Analysis of
the Results of Operations .................... 12-13
Part II. Other Information
Item 6.Exhibits and Reports on Form 8-K ............... 14
Signature ............................................. 15
<PAGE>
Item 1. Financial Statements
TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
ASSETS
<S> <C> <C>
Current Assets:
Cash and temporary cash investments $ 509 $ 115
Receivables:
Trade 3,263 8,415
Affiliates 128 1,409
Other 675 1,418
Advances to affiliates 110,036 147,144
Transportation and exchange gas receivable 727 718
Costs recoverable from customers:
Gas supply realignment 1,414 8,640
Other 14,030 17,980
Inventories 16,780 15,081
Deferred income taxes 6,491 4,945
Gas stored underground 11,115 11,115
Other 1,074 1,311
Total current assets 166,242 218,291
Advances to Affiliates 25,000 25,000
Investments, at Cost 1,322 1,339
Property, Plant and Equipment:
Natural gas transmission plant, at cost 986,923 958,896
Less -- Accumulated depreciation and
amortization 83,574 65,265
Property, plant and equipment, net 903,349 893,631
Other Assets:
Gas stored underground 103,869 100,709
Costs recoverable from customers 49,329 54,817
Other 14,871 13,313
Total other assets 168,069 168,839
Total Assets $1,263,982 $1,307,100
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 1997 1996
<S> <C> <C>
Current Liabilities:
Payables:
Trade $ 2,613 $ 4,850
Affiliates 26,657 41,954
Other 6,292 9,252
Transportation and exchange gas payable 3,465 3,306
Accrued liabilities 74,759 68,784
Accrued gas supply realignment costs 3,833 3,833
Costs refundable to customers 1,398 1,626
Total current liabilities 119,017 133,605
Long-Term Debt 252,599 253,611
Other Liabilities and Deferred Credits:
Deferred income taxes 144,421 143,288
Postretirement benefits other than pensions 39,738 43,765
Other 46,931 47,951
Total other liabilities and deferred credits 231,090 235,004
Contingent Liabilities and Commitments - -
Stockholder's Equity:
Common stock, $1.00 par value, 1,000 shares
authorized, issued and outstanding 1 1
Premium on capital stock and other paid-in
capital 661,146 678,146
Retained earnings 129 6,733
Total stockholder's equity 661,276 684,880
Total Liabilities and Stockholder's Equity $1,263,982 $1,307,100
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
1997 1996
<S> <C> <C>
Operating Revenues:
Gas sales $ 3,643 $ 12,852
Gas transportation 59,873 61,757
Other 99 515
Total operating revenues 63,615 75,124
Operating Costs and Expenses:
Cost of gas sold 3,732 12,708
Cost of gas transportation 9,297 6,788
Operation and maintenance 15,362 15,533
Administrative and general 13,153 15,149
Depreciation and amortization 10,669 10,347
Taxes other than income taxes 3,630 3,744
Total operating costs and expenses 55,843 64,269
Operating Income 7,772 10,855
Other (Income) Deductions:
Interest expense 5,009 5,281
Interest income (2,268) (3,380)
Miscellaneous other (income) deductions (107) 291
Total other deductions 2,634 2,192
Income Before Income Taxes 5,138 8,663
Provision for Income Taxes 2,048 3,328
Net Income $ 3,090 $ 5,335
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
<S> <C> <C>
Operating Revenues:
Gas sales $ 14,363 $ 34,624
Gas transportation 156,263 162,452
Other 928 1,018
Total operating revenues 171,554 198,094
Operating Costs and Expenses:
Cost of gas sold 14,521 34,493
Cost of gas transportation 19,756 23,390
Operation and maintenance 29,695 29,219
Administrative and general 28,367 31,343
Depreciation and amortization 21,187 21,076
Taxes other than income taxes 7,821 7,655
Total operating costs and expenses 121,347 147,176
Operating Income 50,207 50,918
Other (Income) Deductions:
Interest expense 10,024 10,598
Interest income (4,627) (6,934)
Miscellaneous other (income) deductions (168) 592
Total other deductions 5,229 4,256
Income Before Income Taxes 44,978 46,662
Provision for Income Taxes 17,898 18,385
Net Income $ 27,080 $ 28,277
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 27,080 $ 28,277
Adjustments to reconcile to cash provided
from operations:
Depreciation and depletion 21,187 21,076
Provision for deferred income taxes (412) 6,135
Changes in receivables sold (8,500) (11,600)
Changes in receivables 14,386 4,220
Changes in inventories (1,699) (1,289)
Changes in other current assets 13,118 11,564
Changes in accounts payable (5,197) (16,456)
Changes in accrued liabilities 5,584 (30,713)
Other, including changes in noncurrent
assets and liabilities (20,554) 15,563
Net cash provided by operating
activities 44,993 26,777
FINANCING ACTIVITIES:
Dividends and returns of capital (50,684) (40,000)
Net cash (used in) financing activities (50,684) (40,000)
INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures, net of AFUDC (31,091) (14,723)
Proceeds from sales and salvage values,
net of costs of removal 68 (504)
Advances to affiliates, net 37,108 28,439
Net cash provided by investing activities 6,085 13,212
Increase (Decrease) in Cash and Cash Equivalents 394 (11)
Cash and Cash Equivalents at Beginning of Period 115 206
Cash and Cash Equivalents at End of Period $ 509 $ 195
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 10,863 $ 12,389
Income taxes, net 16,682 8,706
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. Corporate Structure and Control, Nature of Operations and
Basis of Presentation
Corporate Structure and Control
Effective May 1, 1997, Texas Gas Transmission Corporation and
its wholly owned subsidiary, TGT Enterprises, Inc.,
(collectively, the Company) became a wholly owned subsidiary of
Williams Interstate Natural Gas Systems, Inc., which is a wholly
owned subsidiary of The Williams Companies, Inc. (Williams).
Prior to May 1, 1997, the Company was a wholly owned subsidiary
of Williams.
Seasonal Variation
Operating income may vary by quarter. Based on current rate
structure, the Company experiences lower operating income in the
second and third quarters as compared to the first and fourth
quarters.
Basis of Presentation
The consolidated financial statements have been prepared from
the books and records of the Company without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission (SEC). Certain information and footnote disclosures
normally included in consolidated financial statements prepared
in accordance with generally accepted accounting principles have
been condensed or omitted. The accompanying unaudited
consolidated financial statements include all adjustments, both
normal recurring and others, which, in the opinion of the
Company's management, are necessary to present fairly its
financial position at June 30, 1997 and December 31, 1996;
results of operations and cash flows for the six months ended
June 30, 1997 and 1996; and results of operations for the three
months ended June 30, 1997 and 1996. These consolidated
financial statements should be read in conjunction with the
financial statements, notes thereto and management's narrative
analysis contained in the Company's 1996 Annual Report on Form 10-
K and the Company's 1997 First Quarter Report on Form 10-Q.
The Company was acquired in 1995 by Williams, and the
acquisition was accounted for using the purchase method of
accounting. Accordingly, an allocation of the purchase price was
assigned to the assets and liabilities of the Company, based on
their estimated fair values. The accompanying consolidated
financial statements reflect the pushdown of the purchase price
allocation (amounts in excess of book value) to the Company.
Included in property, plant and equipment at June 30, 1997 is an
aggregate of approximately $430 million related to amounts in
excess of the original cost of the regulated facilities as a
result of the Williams' and prior acquisitions. This amount is
being amortized over 40 years, the estimated useful lives of
these assets at the date of acquisition, at approximately $11
million per year. Current Federal Energy Regulatory Commission
(FERC) policy does not permit the Company to recover through its
rates amounts in excess of original cost.
<PAGE>
Certain reclassifications have been made in the 1996 financial
statements to conform to the 1997 presentation.
B. Contingent Liabilities and Commitments
Regulatory and Rate Matters and Related Litigation
FERC Order 636
Effective November 1, 1993, the Company restructured its
business to implement the provisions of FERC Order 636, which,
among other things, required pipelines to unbundle their merchant
role from their transportation services. FERC Order 636 also
provides that pipelines should be allowed the opportunity to
recover all prudently incurred transition costs which, for the
Company, are primarily related to Gas Supply Realignment (GSR)
costs and unrecovered purchased gas costs. Certain aspects of
the Company's FERC Order 636 restructuring are under appeal.
On July 16, 1996, the United States Court of Appeals for the
District of Columbia issued an order which in part affirmed and
in part remanded FERC Order 636. On February 27, 1997, FERC
issued Order 636-C in response to the court's remand affirming
that pipelines may recover all of their GSR costs, but requiring
pipelines to individually propose the percentage of such costs to
be allocated to interruptible transportation services, instead of
a uniform 10 percent allocation. However, the Company's GSR
settlement, discussed below, is not subject to appeal and should
be unaffected by this Order. The Order also prospectively
relaxed the eligibility requirements for receiving no-notice
service and reduced the right of first refusal matching period
from 20 years to five years. FERC Order 636-C is still subject
to potential rehearing at the FERC.
In September 1995, the Company received FERC approval of a
settlement agreement which resolves all issues regarding the
Company's recovery of GSR costs. The settlement provides that
the Company will recover 100 percent of its GSR costs up to $50
million, will share in costs incurred between $50 million and $80
million and will absorb any GSR costs above $80 million. Under
the settlement, all challenges to these costs, on the grounds of
imprudence or otherwise, will be withdrawn and no future
challenges will be filed. Ninety percent of the cost recovery is
being collected through demand surcharges on the Company's firm
transportation rates; the remaining 10 percent should be
recovered from its interruptible transportation service.
Through June 30, 1997, the Company has paid $76.2 million and
expects to pay no more than $80.0 million for GSR costs,
primarily as a result of contract terminations. The Company has
recovered approximately $65.8 million, plus interest, in GSR
costs and has recorded a regulatory asset of approximately $1.4
million for the estimated future recovery of its GSR costs, most
of which will be collected from customers prior to December 31,
1997.
<PAGE>
General Rate Issues
On April 30, 1997, the Company filed a general rate case
(Docket No. RP97-344) which will be effective November 1, 1997,
subject to refund. This new rate case reflects a requested
annual revenue increase of approximately $70.9 million, based on
filed rates, primarily attributable to increases in the utility
rate base, operating expenses and rate of return and related
taxes.
1 Royalty Claims and Producer Litigation
In connection with the Company's renegotiations of supply
contracts with producers to resolve take-or-pay and other
contract claims, the Company has entered into certain settlements
which may require the indemnification by the Company of certain
claims for royalties which a producer may be required to pay as a
result of such settlements. The Company has been made aware of
demands on producers for additional royalties and may receive
other demands which could result in claims against the Company
pursuant to the indemnification provision in its settlements.
Indemnification for royalties will depend on, among other things,
the specific lease provisions between the producer and the lessor
and the terms of the settlement between the producer and the
Company. The Company may file to recover 75 percent of any such
amounts it may be required to pay pursuant to indemnifications
for royalties under the provisions of FERC Order 528. The
Company has provided reserves for the estimated settlement costs
of its royalty claims and litigation.
Other Litigation
On July 18, 1996, an individual filed a lawsuit in the United
States District Court for the District of Columbia (D.C. District
Court) against 70 natural gas pipelines and other gas purchasers
or former gas purchasers. All of Williams' natural gas pipeline
subsidiaries, including the Company, were named as defendants in
the lawsuit. The plaintiff claimed, on behalf of the United
States under the False Claims Act, that the pipelines have
incorrectly measured the heating value or volume of gas purchased
by the defendants. The plaintiff claimed that the United States
had lost royalty payments as a result of these practices. The
D.C. District Court recently dismissed the claims against
Williams' natural gas pipeline subsidiaries, including the
Company, and most of the other defendants.
Environmental Matters
As of June 30, 1997, the Company had a reserve of
approximately $3.5 million for estimated costs associated with
environmental assessment and remediation. This estimate depends
upon a number of assumptions concerning the scope of remediation
that will be required at certain locations and the cost of
remedial measures to be undertaken. The Company is continuing to
conduct environmental assessments and is implementing a variety
of remedial measures that may result in increases or decreases in
the total estimated costs.
The Company used lubricating oils containing polychlorinated
biphenyls (PCBs) and, although the use of such oils was
discontinued in the 1970's, has discovered residual PCB
contamination in equipment and soils at certain gas compressor
station sites. The Company continues to work closely with the U.
S. Environmental Protection Agency (EPA) and state regulatory
<PAGE>
authorities regarding PCB issues and has programs to assess and
remediate such conditions where they exist, the costs of which
are a significant portion of the reserve discussed above.
The Company currently is either named as a potentially
responsible party or has received an information request
regarding its potential involvement at certain Superfund and
state waste disposal sites. The anticipated remediation costs,
if any, associated with these sites have been included in the
reserve discussed above.
The Company considers environmental assessment and remediation
costs and costs associated with compliance with environmental
standards to be recoverable through rates, as they are prudent
costs incurred in the ordinary course of business. The actual
costs incurred will depend on the actual amount and extent of
contamination discovered, the final cleanup standards mandated by
the EPA or other governmental authorities, and other factors.
The Company's current rate design incorporates the recovery of
anticipated environmental costs, and it is the Company's intent
to continue seeking recovery of such costs, as anticipated,
through rate filings. Therefore, the estimated recoveries of
environmental assessment and remediation costs have been recorded
as regulatory assets in the accompanying balance sheets.
Summary of Contingent Liabilities and Commitments
While no assurances may be given, the Company does not believe
that the ultimate resolution of the foregoing matters, taken as a
whole and after consideration of amounts accrued, insurance
coverage, potential recovery from customers or other
indemnification arrangements, will have a materially adverse
effect on the Company's future financial position, results of
operations or cash flow requirements.
C. Adoption of Accounting Standard
The Financial Accounting Standards Board (FASB) has issued
Statement of Financial Accounting Standards (SFAS) No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," effective for transactions
occurring after December 31, 1996. The adoption of this standard
has not had a material impact on the Company's financial
position, results of operations or cash flow requirements.
D. Financing
The Company filed a Form S-3 Registration Statement with the
SEC on May 16, 1997, to register debt securities of $200 million
to be offered for sale on a delayed or continuous basis. On July
15, 1997, the Company sold $100 million of 7.25% Debentures due
July 15, 2027. The Debentures have no sinking funds and may be
called at any time, at the Company's option, in whole or in part,
at a specified redemption price, plus accrued and unpaid interest
to the date of redemption. Proceeds from the sale of the
Debentures were used to retire the Company's 9 5/8% Notes, which
matured on July 15, 1997.
<PAGE>
Item 2. Management's Narrative Analysis of the Results of
Operations
(Filed Pursuant to General Instruction H)
Financial Analysis of Operations
Six Months Ended June 30, 1997 Compared to
Six Months Ended June 30, 1996
The Company's gas sales result from requirements to meet its
pre-Order 636 gas purchase commitments, substantially all of
which are managed by the Company's gas marketing affiliate,
Williams Energy Service Company, as exclusive agent for the
Company. Although the sales and purchase commitments remain in
the Company's name, their management and any associated profit or
loss is solely the responsibility of the agent. Therefore, the
resulting sales and purchases have no impact on the Company's
results of operations.
Operating income was $1 million lower for the six months ended
June 30, 1997, than for the six months ended June 30, 1996, due
primarily to favorable 1996 rate refund accrual adjustments and a
change in the mix of transportation volumes under different rate
structures, largely offset by the favorable resolution in 1997 of
certain contractual issues. Compared to 1996, net income was $1
million lower primarily due to the same reasons discussed above.
Operating revenues decreased $27 million primarily
attributable to lower costs passed through to customers as
provided in the Company's rates. Total deliveries were 402.6 TBtu
and 414.4 TBtu for the six months of 1997 and 1996, respectively.
Operating expenses decreased $26 million primarily
attributable to lower costs of gas sold and lower costs of gas
transportation, both of which are passed through to customers.
Financial Condition and Liquidity
Williams intends to maintain and expand the existing core
business of the Company and to promptly pursue new business
opportunities made available to the Company. Through the years,
the Company has consistently maintained its financial strength
and experienced strong operational results. Williams' ownership
of the Company further enhances its financial and operational
strength, as well as allows the Company to take advantage of new
opportunities for growth. The Company expects to access public
and private capital markets, as needed, to finance its capital
requirements.
The Company is a participant with other Williams subsidiaries
in a $1 billion credit agreement under which the Company may
borrow up to $200 million, subject to borrowings by other
affiliated companies. Interest rates vary with current market
conditions. To date, the Company has had no amounts outstanding
under this facility.
The Company filed a Form S-3 Registration Statement with the
SEC on May 16, 1997, to register debt securities of $200 million
to be offered for sale on a delayed or continuous basis. On July
15, 1997, the Company sold $100 million of 7.25% Debentures due
<PAGE>
July 15, 2027. The Debentures have no sinking funds and may be
called at any time, at the Company's option, in whole or in part,
at a specified redemption price, plus accrued and unpaid interest
to the date of redemption. Proceeds from the sale of the
Debentures were used to retire the Company's 9 5/8% Notes, which
matured on July 15, 1997.
The Company is a participant in Williams' cash management
program. The advances due the Company by Williams are
represented by demand notes payable. Those amounts that the
Company anticipates Williams will repay in the next twelve months
are classified as current assets, while the remainder are
classified as noncurrent. The interest rate on intercompany
demand notes is the London Interbank Offered Rate on the first
day of the month plus 0.35%.
The Company's capital expenditures for the first six months
of 1997 and 1996 were $31 million and $15 million, respectively.
Capital expenditures for 1997 are expected to approximate $66
million. The Company's debt as a percentage of total
capitalization at June 30, 1997 and December 31, 1996 was 27.6%
and 27.0%, respectively.
On July 21, 1997, the Company filed an application with the
FERC to authorize construction, installation and operation of a
4,600 horsepower compressor engine and associated facilities at
its Haughton Compressor Station in Louisiana. The project is
expected to cost $6 million. The Company proposes to have the
facilities in service by November 1, 1998.
On April 30, 1997, the Company filed a general rate case
(Docket No. RP97-344) which will be effective November 1, 1997,
subject to refund. This new rate case reflects a requested
annual revenue increase of approximately $70.9 million, based on
filed rates, primarily attributable to increases in the utility
rate base, operating expenses and rate of return and related
taxes.
The FERC recently issued orders addressing, among other
things, the authorized rates of return for several of the
Company's interstate natural gas pipeline affiliates
(Affiliates). In the orders, the FERC continued its practice of
utilizing a methodology for calculating rates of return that
incorporate a long-term growth rate component. The long-term
growth rate component used by the FERC is now a projection of
United States gross domestic product growth rates. Generally,
calculating rates of return utilizing a methodology which
includes a long-term growth rate component results in rates of
return that are lower than they would be if the long-term growth
rate component were not included in the methodology. The
Affiliates plan to challenge their respective FERC orders in an
effort to have the FERC change its rate of return methodology.
Similar issues may arise in the Company's new rate case, to be
effective November 1, but would have no effect on the Company's
current settled rates.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
<PAGE>
S I G N A T U R E
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.
TEXAS GAS TRANSMISSION CORPORATION
DATE: August 11, 1997 BY:/s/ N. A. Bacile
N. A. Bacile
Vice President and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000097452
<NAME> TEXAS GAS TRANSMISSION CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 509
<SECURITIES> 0
<RECEIVABLES> 3,263
<ALLOWANCES> 0
<INVENTORY> 16,780
<CURRENT-ASSETS> 166,242
<PP&E> 986,923
<DEPRECIATION> 83,574
<TOTAL-ASSETS> 1,263,982
<CURRENT-LIABILITIES> 119,017
<BONDS> 252,599
0
0
<COMMON> 1
<OTHER-SE> 661,275
<TOTAL-LIABILITY-AND-EQUITY> 1,263,982
<SALES> 14,363
<TOTAL-REVENUES> 171,554
<CGS> 14,521
<TOTAL-COSTS> 63,972
<OTHER-EXPENSES> 29,008
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,024
<INCOME-PRETAX> 44,978
<INCOME-TAX> 17,898
<INCOME-CONTINUING> 27,080
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,080
<EPS-PRIMARY> 0
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