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 September 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 1-7584
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1079400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2800 Post Oak Boulevard
P. O. Box 1396
Houston, Texas 77251
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 439-2000
None
(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 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 number of shares of Common Stock, par value $1.00 per share,
outstanding as of September 30, 1995 was 100.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
COMPANY OR GROUP OF COMPANIES FOR WHICH REPORT IS FILED:
TRANSCONTINENTAL GAS PIPE LINE CORPORATION AND SUBSIDIARIES (TGPL)
The condensed consolidated financial statements included herein have
been prepared by TGPL, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of TGPL's management, however, all
adjustments, consisting only of the pushdown of the purchase price paid by
Williams as described in Note A, Organization and Control and Basis of
Presentation, of the Notes to Condensed Consolidated Financial Statements,
and normal and recurring adjustments, necessary for a fair presentation of
the financial position as of the dates and results of operations for the
periods included herein have been made and the disclosures contained
herein are adequate to make the information presented not misleading.
These condensed consolidated financial statements should be read in
conjunction with the financial statements, notes thereto and management's
discussion contained in Items 7 and 8 of TGPL's 1994 Annual Report on Form
10-K and included in TGPL's 1995 First and Second Quarter Reports on Form
10-Q.
<PAGE>
<TABLE>
<CAPTION>
The acquisition of Transco Energy Company and subsidiaries, including TGPL, by The Williams Companies was
accounted for using the purchase method of accounting. Accordingly, the purchase price was "pushed-down" and
recorded in the accompanying financial statements which affects the comparability of the post-acquisition and
pre-acquisition financial position, results of operations and cash flows.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
(Unaudited)
Post-Acquisition | Pre-Acquisition
________________ | _______________
September 30, | December 31,
1995 | 1994
________________ | _______________
ASSETS |
|
<S> <C> | <C>
Current Assets: |
Cash $ 3,785 | $ 1,628
Deposits 6,496 | 7,218
Receivables: |
Affiliates 40,278 | 15,149
Others 46,360 | 45,964
Advances to affiliates 6,254 | 115,974
Transportation and exchange gas receivables: |
Affiliates 30,271 | 19,328
Others 123,318 | 92,424
Inventories 62,898 | 63,098
Deferred income tax benefits 44,776 | 34,578
Other 17,613 | 20,628
______________ | _______________
Total current assets 382,049 | 415,989
______________ | _______________
|
|
Property, Plant and Equipment, at cost: |
Natural gas transmission plant 3,339,502 | 4,340,912
Less-Accumulated depreciation and amortization 131,465 | 2,578,069
______________ | _______________
|
Property, plant and equipment, net 3,208,037 | 1,762,843
______________ | _______________
|
|
Other Assets 193,167 | 91,796
______________ | _______________
|
$ 3,783,253 | $ 2,270,628
______________ | _______________
______________ | _______________
The accompanying condensed notes are an integral part of these condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The acquisition of Transco Energy Company and subsidiaries, including TGPL, by The Williams Companies was
accounted for using the purchase method of accounting. Accordingly, the purchase price was "pushed-down" and
recorded in the accompanying financial statements which affects the comparability of the post-acquisition and
pre-acquisition financial position, results of operations and cash flows.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
(Unaudited)
Post-Acquisition | Pre-Acquisition
________________ | _______________
September 30, | December 31,
1995 | 1994
________________ | _______________
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
<S> <C> | <C>
Current Liabilities: |
Payables: |
Affiliates $ 48,473 | $ 28,286
Others 133,927 | 142,652
Transportation and exchange gas payables: |
Affiliates 727 | 2,687
Others 90,013 | 47,218
Accrued liabilities 122,654 | 84,535
Reserve for rate refunds 30,832 | 79,229
Other 588 | 3,186
______________ | _______________
Total current liabilities 427,214 | 387,793
______________ | _______________
|
Long-Term Debt, less current maturities 651,877 | 644,238
______________ | _______________
|
Other Liabilities and Deferred Credits: |
Income taxes 868,363 | 302,846
Income taxes refundable to customers - | 8,781
Other 160,743 | 62,768
______________ | _______________
Total other liabilities and deferred credits 1,029,106 | 374,395
______________ | _______________
|
|
Commitments and contingencies (Note C) |
|
|
Cumulative Redeemable Preferred Stock, without par value: |
Authorized 10,000,000 shares: |
Stated value $100 per share, issued and outstanding |
- 0 - and 497,444 shares in 1995 and 1994, respectively - | 49,744
Less - Issue expense - | 369
______________ | _______________
Total Preferred stock - | 49,375
______________ | _______________
|
|
Cumulative Redeemable Second Preferred Stock, |
without par value: |
Authorized 2,000,000 shares: none issued or outstanding - | -
______________ | _______________
|
|
Common Stockholder's Equity: |
Common stock $1.00 par value |
100 shares authorized, issued and outstanding - | -
Premium on capital stock and other paid-in capital 1,614,341 | 285,792
Retained earnings 60,715 | 529,035
______________ | _______________
Total common stockholder's equity 1,675,056 | 814,827
______________ | _______________
|
$ 3,783,253 | $ 2,270,628
______________ | _______________
______________ | _______________
The accompanying condensed notes are an integral part of these condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The acquisition of Transco Energy Company and subsidiaries, including TGPL, by The Williams Companies was accounted for using
the purchase method of accounting. Accordingly, the purchase price was "pushed-down" and recorded in the accompanying
financial statements which affects the comparability of the post-acquisition and pre-acquisition financial position, results
of operations and cash flows.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Thousands of Dollars)
(Unaudited)
Post-Acquisition | Pre-Acquisition
__________________ | ________________
|
For the Three | For the Three
Months Ended | Months Ended
September 30, 1995 | September 30, 1994
___________________ | __________________
|
|
<S> <C> | <C>
Operating Revenues: |
Natural gas sales $ 129,821 | $ 164,881
Natural gas transportation 171,292 | 164,170
Natural gas storage 38,091 | 37,980
Other 1,147 | 1,454
_________________ | _______________
Total operating revenues 340,351 | 368,485
_________________ | _______________
|
Operating Costs and Expenses: |
Cost of natural gas sales 129,495 | 164,873
Cost of natural gas transportation 32,873 | 28,253
Operation and maintenance 54,090 | 48,471
Administrative and general 31,394 | 36,370
Depreciation and amortization 42,161 | 30,203
Taxes - other than income taxes 9,959 | 8,818
Other 91 | 229
_________________ | _______________
Total operating costs and expenses 300,063 | 317,217
_________________ | _______________
|
Operating Income 40,288 | 51,268
_________________ | _______________
|
Other (Income) and Other Deductions: |
Allocated corporate expense 1,883 | -
Interest expense - affiliates - | -
- other 14,303 | 15,281
Interest income - affiliates (418) | (1,626)
- other (127) | (165)
Allowance for equity and borrowed funds used |
during construction (AFUDC) (2,318) | (1,122)
Miscellaneous other deductions, net 1,356 | 1,288
_________________ | _______________
Total other (income) and other deductions 14,679 | 13,656
_________________ | _______________
|
Income Before Income Taxes 25,609 | 37,612
|
Provision for Income Taxes 9,076 | 13,068
_________________ | _______________
|
Net Income 16,533 | 24,544
|
Dividends on Preferred Stock - | 1,551
_________________ | _______________
|
Common Stock Equity in Net Income $ 16,533 | $ 22,993
_________________ | _______________
_________________ | _______________
The accompanying condensed notes are an integral part of these condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The acquisition of Transco Energy Company and subsidiaries, including TGPL, by The Williams Companies was accounted for using
the purchase method of accounting. Accordingly, the purchase price was "pushed-down" and recorded in the accompanying
financial statements which affects the comparability of the post-acquisition and pre-acquisition financial position, results
of operations and cash flows.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Thousands of Dollars)
(Unaudited)
Post-Acquisition | Pre-Acquisition
__________________ | __________________________________________
| For the Period
For the Period | January 1, 1995 For the Nine
January 18, 1995 | to Months Ended
to September 30, 1995 | January 17, 1995 September 30, 1994
_____________________ | __________________ __________________
|
|
<S> <C> | <C> <C>
Operating Revenues: |
Natural gas sales $ 390,662 | $ 31,701 $ 586,667
Natural gas transportation 488,652 | 32,775 496,692
Natural gas storage 108,975 | 7,452 110,986
Other 3,963 | 133 4,716
_________________ | _________________ _______________
Total operating revenues 992,252 | 72,061 1,199,061
_________________ | _________________ _______________
|
Operating Costs and Expenses: |
Cost of natural gas sales 390,189 | 31,691 586,809
Cost of natural gas transportation 90,145 | 6,279 87,407
Operation and maintenance 141,020 | 8,722 132,186
Administrative and general 94,665 | 7,063 110,327
Provision for executive severance benefits - | 16,048 -
Depreciation and amortization 111,816 | 5,560 90,490
Taxes - other than income taxes 25,515 | 1,558 26,121
Other 785 | 53 905
_________________ | _________________ _______________
Total operating costs and expenses 854,135 | 76,974 1,034,245
_________________ | _________________ _______________
|
Operating Income (Loss) 138,117 | (4,913) 164,816
_________________ | _________________ _______________
|
Other (Income) and Other Deductions: |
Allocated corporate expense 3,371 | - -
Interest expense - affiliates 305 | 2 -
- other 41,094 | 2,678 46,512
Interest income - affiliates (1,081) | (207) (4,297)
- other (656) | (12) (496)
Allowance for equity and borrowed funds used |
during construction (AFUDC) (4,930) | (234) (2,757)
Miscellaneous other deductions, net 2,094 | 213 3,248
_________________ | _________________ _______________
Total other (income) and other deductions 40,197 | 2,440 42,210
_________________ | _________________ _______________
|
Income (Loss) Before Income Taxes 97,920 | (7,353) 122,606
|
Provision for Income Taxes 36,483 | 2,309 42,965
_________________ | _________________ _______________
|
Net Income (Loss) 61,437 | (9,662) 79,641
|
Dividends on Preferred Stock 722 | 194 4,722
_________________ | _________________ _______________
|
Common Stock Equity in Net Income (Loss) $ 60,715 | $ (9,856) $ 74,919
_________________ | _________________ _______________
_________________ | _________________ _______________
The accompanying condensed notes are an integral part of these condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The acquisition of Transco Energy Company and subsidiaries, including TGPL, by The Williams Companies was accounted for using
the purchase method of accounting. Accordingly, the purchase price was "pushed-down" and recorded in the accompanying financial
statements which affects the comparability of the post-acquisition and pre-acquisition financial position, results of operations
and cash flows.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
Post-Acquisition Pre-Acquisition
___________________ _____________________________________
| For the Period
For the Period | January 1, 1995 For the Nine
January 18, 1995 | to Months Ended
to September 30, 1995| January 17, 1995 September 30, 1994
____________________ |__________________ __________________
|
|
<S> <C> | <C> <C>
Cash flows from operating activities: |
Net income (loss) $ 61,437 | $ (9,662) $ 79,641
Adjustments to reconcile net income to net cash |
provided by (used in) operating activities: |
Depreciation and amortization 122,796 | 6,165 100,669
Deferred income taxes (15,878) | 5,348 (18,042)
Provision for (payment of) executive severance |
benefits (13,980) | 16,048 -
Tran$tock compensation expense - | - 2,291
Allowance for equity funds used during |
construction (AFUDC) (4,133) | (190) (2,168)
Changes in operating assets and liabilities: |
Deposits 211 | 511 (635)
Receivables (18,411) | (7,114) 39,295
Transportation and exchange gas receivable (36,136) | (5,701) 18,462
Inventories 2,847 | (2,647) 13,834
Payables 22,464 | (8,059) (82,602)
Transportation and exchange gas payable 35,901 | 4,934 (19,544)
Accrued liabilities 26,266 | (4,755) 12,799
Reserve for rate refunds (21,551) | (26,846) (58,541)
Other, net (9,935) | (439) (25,382)
_____________ | ____________ ____________
Net cash provided by (used in) operating activities 151,898 | (32,407) 60,077
_____________ | ____________ ____________
|
Cash flows from financing activities: |
Capital contribution by parent 5,539 | - -
Additions to long-term debt 50,000 | - -
Retirement of long-term debt (50,000) | - -
Additions to notes payable 40,000 | - -
Retirements of notes payable (40,000) | - -
Retirement of preferred stock (49,744) | - (3,499)
Advances from affiliates, net (8,195) | 8,195 -
Dividends on preferred stock (1,647) | - (4,769)
_____________ | _____________ _____________
Net cash provided by (used in) financing activities (54,047) | 8,195 (8,268)
_____________ | _____________ _____________
|
Cash flows from investing activities: |
Property, plant and equipment, net of equity AFUDC (188,063) | (4,896) (71,711)
Sale of assets 11,874 | - -
Advances to affiliates, net 46,121 | 63,599 19,063
Other, net (93) | (24) 1,520
_____________ | _____________ _____________
Net cash provided by (used in) investing activities (130,161) | 58,679 (51,128)
_____________ | _____________ _____________
|
Net increase (decrease) in cash and cash equivalents (32,310) | 34,467 681
Cash and cash equivalents at beginning of period 36,095 | 1,628 1,094
_____________ | _____________ _____________
Cash and cash equivalents at end of period $ 3,785 | $ 36,095 $ 1,775
_____________ | _____________ _____________
_____________ | _____________ _____________
|
Supplemental disclosures of cash flow information: |
Cash paid during the year for: |
Interest (exclusive of amount capitalized) $ 40,387 | $ 5,552 $ 49,039
Income taxes, net 20,380 | 12,286 14,290
The accompanying condensed notes are an integral part of these condensed consolidated financial statements.<PAGE>
</TABLE>
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. ORGANIZATION AND CONTROL AND BASIS OF PRESENTATION
Organization and Control
________________________
Prior to May 1, 1995, Transcontinental Gas Pipe Line Corporation (TGPL)
was a wholly-owned subsidiary of Transco Gas Company (TGC). TGC is a
wholly-owned subsidiary of Transco Energy Company (Transco).
As discussed in TGPL's 1994 Annual Report on Form 10-K, Transco and The
Williams Companies, Inc. (Williams) entered into a merger agreement
(Merger) pursuant to which Williams acquired Transco and its wholly-owned
subsidiaries. On the May 1, 1995 effective date of the Merger, Transco
declared and paid as dividends to Williams all of Transco's interests in
TGPL.
Basis of Presentation
_____________________
The condensed consolidated financial statements include the accounts of
TGPL and its wholly-owned subsidiaries.
The condensed consolidated financial statements have been prepared from
the books and records of TGPL without audit. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. These condensed consolidated financial statements
should be read in conjunction with the financial statements and the notes
thereto included in TGPL's 1994 Annual Report on Form 10-K and included in
TGPL's First and Second Quarter Reports on Form 10-Q.
Pursuant to a settlement that TGPL has with all its sales customers, TGPL
has in place a gas inventory charge (GIC) designed to allow TGPL to
recover its above-spot-market gas cost through March 31, 2001. Through an
agency agreement, Transco Gas Marketing Company (TGMC), an affiliate of
TGPL, manages all jurisdictional merchant gas sales of TGPL. Under this
agency agreement, TGMC bills TGPL for the cost of managing TGPL's merchant
gas sales service, receives all margins associated with such business and,
as TGPL's agent, is at risk for any above-spot-market gas costs it may
incur in excess of the amounts recovered under the GIC. Consequently,
TGPL's merchant gas sales service has had no impact on its results of
operations.
Prior to May 1, 1995 and as a subsidiary of Transco, TGPL engaged in
transactions with Transco and other Transco subsidiaries, characteristic
of group operations. For consolidated cash management purposes, TGPL made
interest-bearing advances to Transco and received interest-bearing
advances and capital contributions from Transco. These advances were
represented by demand notes and TGPL recorded such advances as current in
the accompanying Pre-Acquisition Balance Sheet. As general Transco
corporate policy, the interest rate on intercompany demand notes was 1-
1/2% below the prime rate of Citibank, N.A.
Effective May 1, 1995, TGPL began participation in Williams' cash
management program. On that date, the balance of the advances due to
Transco were transferred by Transco to Williams. Subsequent to May 1,
1995, TGPL repaid advances due Williams and made advances to Williams.
These advances are represented by demand notes. TGPL currently expects to
receive payment of these advances within the next twelve months and has
recorded such advances as current in the accompanying Post-Acquisition
Balance Sheet. The interest rate on intercompany demand notes is the
London Interbank Offered Rate on the first day of the month plus 0.45%.
The acquisition of Transco Energy Company and its subsidiaries, including
TGPL, by Williams has been accounted for using the purchase method of
accounting. Accordingly, an allocation of the estimated purchase price
was assigned to the assets and liabilities of TGPL based on their
estimated fair values. The accompanying post-acquisition financial
statements reflect the pushdown of TGPL's share of the estimated purchase
price. The estimated purchase price allocation to TGPL primarily
consisted of a $1.4 billion allocation to property, plant and equipment,
which is being amortized on a straight-line basis at approximately $35
million per year, and adjustments to deferred taxes based upon the book
basis of the net assets recorded as a result of the acquisition. Current
Federal Energy Regulatory Commission (FERC) policy does not permit TGPL to
recover through rates amounts in excess of original cost.
Williams is continuing to evaluate the purchase price allocation.
Therefore, TGPL's Condensed Consolidated Balance Sheet as of September 30,
1995 and Condensed Consolidated Statements of Income for the three months
ended September 30, 1995 and for the period January 18, 1995 to September
30, 1995 have been prepared based on a preliminary allocation of the
purchase price prior to the completion of studies and other information
necessary for the final purchase price allocation. Accordingly, the
amounts presented are subject to change, but any differences in the final
purchase price allocation are not expected to have a material effect on
TGPL's condensed consolidated financial statements.
Further, as a result of the change in control of Transco on January 18,
1995 and the effects of the preliminary allocation of the estimated
purchase price, TGPL's Condensed Consolidated Statement of Income and
Condensed Consolidated Statement of Cash Flows for the nine months ended
September 30, 1995, have been segregated into a pre-acquisition period
ending January 17, 1995 and a post-acquisition period beginning
January 18, 1995.
Certain other reclassifications have been made in the 1994 financial
statements to conform with the 1995 presentation.
<PAGE>
B. MERGER WITH THE WILLIAMS COMPANIES, INC.
The following table presents the changes in the components of TGPL's
common stockholder's equity, including the effects of the acquisition by
Williams, for the nine months ended September 30, 1995 (expressed in
thousands).
<TABLE>
<CAPTION>
Post-Acquisition | Pre-Acquisition
_________________ | ___________________
For the Period | For the Period
January 18, 1995 | January 1, 1995
to September 30, 1995 | to January 17, 1995
_________________ | ___________________
|
<S> <C> | <C>
Common Stock: |
Balance at beginning and end of period $ - | $ -
______________ | _______________
|
Premium on Capital Stock and Other Paid-in Capital: |
Balance at beginning of period 285,792 | 285,792
Loss on reacquired preferred stock, net (369) | -
Acquisition adjustment to eliminate retained earnings 519,179 | -
Acquisition adjustment to record assets and |
liabilities at fair value 798,660 | -
Capital contribution by parent 11,079 | -
______________ | _______________
|
Balance at end of period 1,614,341 | 285,792
______________ | _______________
|
Retained Earnings: |
Balance at beginning of period 519,179 | 529,035
Net income (loss) 61,437 | (9,662)
Dividends on preferred stock (722) | (194)
Acquisition adjustment to eliminate retained |
earnings (519,179) | -
_______________ | _______________
|
Balance at end of period 60,715 | 519,179
_______________ | _______________
|
Total Common Stockholder's Equity $ 1,675,056 | $ 804,971
_______________ | _______________
_______________ | _______________
</TABLE>
C. CONTINGENT LIABILITIES AND COMMITMENTS
There have been no new developments from those described in TGPL's 1994
Annual Report on Form 10-K or in TGPL's First and Second Quarter Reports
on Form 10-Q other than described below.
Rate and Regulatory Matters
___________________________
Rate Matters
On March 1, 1995, TGPL filed with the FERC a general rate case (Docket No.
RP95-197). The general rate filing proposes changes in the rates for
TGPL's transportation, sales and storage service rate schedules effective
April 1, 1995. The changes in rates would generate additional
jurisdictional revenues of approximately $132 million over the pre-filed
rates in effect, based primarily on: (1) an increase in rate base
resulting from additional plant and higher working capital requirements
and a reduction in accumulated deferred income taxes; (2) an increase in
operation and maintenance expenses; and (3) an increase in TGPL's cost of
capital resulting from an increase in the equity component of the capital
structure used (the filing is based on TGPL's own capital structure) and
in the cost of equity from the pre-filed rate of return on equity of 14.45
percent to the proposed rate of return on equity of 15.25 percent.
TGPL also proposes to: (1) eliminate the non-gas demand charge under Rate
Schedule FS; (2) refunctionalize certain jointly owned transmission
facilities to the gathering function; and (3) eliminate the interruptible
transportation (IT) crediting mechanism. TGPL also filed pro forma tariff
sheets, to be effective on a prospective basis, for two new Part 284
services, an interconnect transfer service and a gas management service,
and a pro forma tariff sheet to reflect market-based rates for its non-IT
feeder transactions, should the FERC decide to set TGPL's IT rates for
hearing in this docket. TGPL further proposed to eliminate the "at risk"
certificate condition governing its Mobile Bay facilities on a
prospective basis. Finally, TGPL proposed certain other changes to the
terms and conditions of its tariff, none of which would have a significant
impact on operating income.
On March 31, 1995, the FERC issued an order on TGPL's filing which accepts
and suspends the tariff sheets, to be effective September 1, 1995, subject
to refund, relating to TGPL's rates, and establishes hearing procedures.
The March 31 order also accepts, to be effective April 1, 1995, the tariff
sheets changing TGPL's terms and conditions of service, subject to the
outcome of a technical conference at which parties will have the
opportunity to discuss TGPL's terms and conditions of service, system
operations and proposed new services. In that regard, on June 13, 1995,
the FERC granted TGPL's motion to transfer issues relating to the proposed
new services to the second phase of the hearing established for this
proceeding, described below. As to market-based IT rates, the FERC
accepted TGPL's pro forma tariff sheet but deferred action until after the
FERC has completed its generic review of market-based rates. As to the
elimination of the IT crediting mechanism, the FERC permitted TGPL to
eliminate the IT crediting mechanism subject to the outcome of the hearing
where the reasonableness of TGPL's test period projections for
interruptible services must be examined.
At a prehearing conference on April 18, 1995, the presiding Administrative
Law Judge (ALJ) adopted a procedural schedule establishing a phased
hearing for the rate issues raised by TGPL's filing. The first phase will
address the rate of return and capital structure in the filing with a
hearing schedule to commence in November 1995, and the second phase will
address the remaining rate issues with a hearing to commence in June 1996.
On August 31, 1995, TGPL filed to place into effect on September 1, 1995
the rates filed on March 1, 1995 as adjusted to reflect certain changes
subsequent to the March 1 filing. These rates are being collected subject
to refund.
On October 4, 1995, the FERC issued an order on the tariff issues
addressed at the technical conference held pursuant to the FERC's March 31
suspension order on TGPL's rate filing. The FERC has required that TGPL
make certain tariff changes consistent with the requirements of the
October 4 order (most of which were agreed to by TGPL at the technical
conference), and as to other issues has directed that TGPL continue
discussions with its customers and report back to the FERC within 90 days
on the progress of those discussions.
Order 636
As discussed in TGPL's 1994 Annual Report on Form 10-K, the issues of
TGPL's limited Section 4 filing with the FERC relating to TGPL's
production area rate design, TGPL's use of a systemwide cost of service
and the level of TGPL's gathering rates and aggregation/pooling services
in TGPL's production area were referred to a hearing in Docket No. RP92-
137. On July 19, 1995, the ALJ issued an initial decision finding that
TGPL's proposed production area rate design, and its existing use of a
systemwide cost of service and allocation of firm capacity in the
production area are unjust and unreasonable. The ALJ therefore
recommended that TGPL divide its costs between its production area and
market area, and permit its customers to renominate their firm
entitlements. The ALJ's decision is subject to review by the FERC.
Should the FERC issue an order consistent with the ALJ's recommendations,
such order would be for prospective effect only. On August 18, 1995, TGPL
filed exceptions to the ALJ's decision.
TGPL expects that any Order 636 transition costs incurred should be
recovered from customers of TGPL, subject only to the costs and other
risks associated with the difference between the time such costs are
incurred and the time when those costs may be recovered from customers.
Legal Proceedings
_________________
Royalty claims
As discussed in TGPL's 1994 Annual Report on Form 10-K, in connection with
TGPL's renegotiations with producers to resolve take-or-pay and other
contract claims and to amend gas purchase contracts, TGPL has entered into
certain settlements which may require the indemnification by TGPL of
certain claims for "excess royalties" which producers may be required to
pay as a result of such settlements.
As also discussed in TGPL's 1994 Annual Report on Form 10-K, on
January 14, 1994, a lawsuit was filed in the 4th Judicial District Court
of Rusk County, Texas (Marathon Oil Company vs. Transcontinental Gas Pipe
Line Corporation and Transco Energy Company (Marathon)), and, on March 15,
1994, a lawsuit was filed in the 189th Judicial District Court of Harris
County, Texas (Texaco, Inc. vs. Transcontinental Gas Pipe Line Corporation
(Texaco)). In the Marathon and Texaco lawsuits, the respective plaintiffs
each have made claims against TGPL for reimbursements of settlement
amounts paid to royalty owners. In the Marathon lawsuit, the Court, on
July 17, 1995, granted TGPL's motion for partial summary judgement thereby
rejecting a major portion of one of Marathon's claims against TGPL.
Marathon has agreed to mediate with TGPL the matters at issue in the
Marathon lawsuit. The Texaco lawsuit is scheduled to go to trial in
December 1995.
Dakota Gasification litigation
As discussed in TGPL's 1994 Annual Report on Form 10-K, the FERC issued an
order in October 1994, setting for hearing before an ALJ TGPL's petition
with the FERC requesting approval of the settlement agreement entered into
by TGPL and Dakota Gasification Company. The settlement agreement, if
approved by the FERC, would resolve litigation between TGPL and Dakota.
The hearing before the ALJ concluded in July 1995, and, pursuant to the
FERC's October 1994 order, the ALJ must issue an initial decision by
December 31, 1995.
Environmental Matters
_____________________
As of September 30, 1995, TGPL's reserve for estimated environmental
assessment and remediation and related costs was approximately $43
million.
In February 1995, three citizens filed suit against TGPL in federal
district court in Virginia for alleged violations of several provisions of
both federal and state law. Since 1991, TGPL has worked with the
appropriate Virginia authorities pursuant to an agreement to resolve
certain emissions issues also raised by the citizens. TGPL believes the
state environmental agency is in agreement with the actions proposed by
TGPL which will resolve those emission issues at its Virginia facilities.
TGPL believes the citizens' claims are without merit and is prepared to
vigorously defend the suit brought by the citizens. In March 1995, TGPL
filed a motion to dismiss based on lack of subject matter jurisdiction and
failure to state a claim. On October 13, 1995, the Court dismissed all
counts of Plaintiffs' Complaint provided that Plaintiffs may amend their
Complaint to salvage the state law nuisance claim by inclusion of
appropriate allegations establishing diversity of citizenship
jurisdiction.
TGPL has agreed to settle as a defendant in the Combustion, Inc. toxic
tort class action pending in U. S. District Court in Baton Rouge,
Louisiana. The District Court Judge approved the settling parties' Joint
Motion and Preliminary Settlement Agreement, and the tort settlement was
approved at the settlement fairness hearing held in September 1995.
Summary
While no assurances may be given, TGPL does not believe that the ultimate
resolution of the foregoing matters, taken as a whole and after
consideration of amounts accrued, insurance coverage or other
indemnification arrangements, will have a materially adverse effect upon
TGPL's future financial position, results of operations and cash flow
requirements.
D. FINANCING
Recapitalization
________________
In connection with the Merger, in January 1995, the Boards of Directors of
Transco and Williams approved a recapitalization plan for Transco. The
following actions were completed through the third quarter of 1995 in
connection with the recapitalization plan, as it impacts TGPL:
- - Termination of Transco's Amended Bank Credit Facility dated
December 31, 1993, and the repayment of the outstanding balance of $36
million, replacing it with the Williams Credit Agreement described
below;
- - Termination of the program to sell monthly trade receivables of TGPL,
replacing it with a new receivables program described below;
- - Termination of Transco's Reimbursement Facility dated December 31,
1993; and
- - Redemption by TGPL of all of its outstanding preferred stock at $100
per share plus accrued dividends.
Transco's Amended Bank Credit Facility was replaced with a Credit
Agreement among Williams and certain of its subsidiaries, including TGPL
(Williams Credit Agreement).
The Williams Credit Agreement, with a group of 22 banks, provides for an
$800 million working capital line of credit, under which TGPL can borrow
up to $400 million. As of September 30, 1995, there were no outstanding
borrowings under this agreement.
Short-Term Financing
____________________
TGPL entered into a $50 million short-term money market facility with The
Fuji Bank dated July 12, 1995. As of September 30, 1995, there were no
outstanding borrowings under this agreement.
TGPL entered into a $25 million short-term money market facility with
First Interstate Bank of California dated September 20, 1995. As of
September 30, 1995, there were no outstanding borrowings under this
agreement.
Sale of Receivables
___________________
In May 1995, TGPL entered into a one year agreement with a major
commercial bank (Bank) pursuant to which TGPL can sell to the Bank up to
$100 million of undivided interests in certain of its trade receivables.
As of September 30, 1995, $84.2 million of these receivables were held by
the Bank.
E. PREFERRED STOCK
TGPL redeemed all outstanding shares of its three cumulative preferred
stock series in March 1995 for $49.7 million, or $100 per share, plus
accrued dividends of $0.6 million.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF TRANSCONTINENTAL GAS
PIPE LINE CORPORATION'S (TGPL) FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion should be read in conjunction with the financial
statements, notes and management's discussion contained in Items 7 and 8
of TGPL's 1994 Annual Report on Form 10-K and in TGPL's First and Second
Quarter Reports on Form 10-Q and with the condensed financial statements
and notes contained in this report.
INTRODUCTION
As discussed in TGPL's 1994 Annual Report on Form 10-K, Transco and
Williams entered into a Merger pursuant to which Williams acquired Transco
and its wholly-owned subsidiaries. On the May 1, 1995 effective date of
the Merger, Transco declared and paid as dividends to Williams all of
Transco's interests in TGPL.
CAPITAL RESOURCES AND LIQUIDITY
Financing
_________
Prior to the completion of the cash tender offer by Williams, TGPL funded
its capital requirements, including its working capital requirements, with
cash flows from operating activities, including the sale of trade
receivables, supplemented, when required, by repayments of funds advanced
to Transco or advances by Transco.
After the completion of the tender offer, TGPL began funding its capital
requirements with cash flows from operating activities, including the sale
of trade receivables, by repayments of funds advanced to Transco and
Williams, by advances from Transco and Williams and by borrowings under
the Williams Credit Agreement and short-term money market facilities. At
September 30, 1995, there were no outstanding borrowings under the
Williams Credit Agreement or the short-term money market facilities and
advances due TGPL by Williams totaled $6.3 million.
In connection with the Merger, in January 1995, the Boards of Directors of
Transco and Williams approved a recapitalization plan for Transco. See
Notes D and E of the Notes to Condensed Financial Statements for a
discussion of the actions completed through the third quarter of 1995 in
connection with the recapitalization plan, as it impacts TGPL.
Capitalization and Cash Flows
_____________________________
As shown in the following table, which is expressed in millions, at
September 30, 1995, the percentage of total debt to total invested
capital was 28.0%, compared to 42.7% at December 31, 1994. The increase
in common stockholder's equity due to the preliminary allocation of the
Williams purchase price, partially offset by the retirement of TGPL's
preferred stock, was the primary reason for the reduction of the
percentage of total debt to total invested capital.
<PAGE>
<TABLE>
<CAPTION>
Post-Acquisition| Pre-Acquisition
________________| _______________
September 30, | December 31,
1995 | 1994
_____________ | ____________
|
<S> <C> | <C>
Common Stockholder's Equity $ 1,675.1 | $ 814.8
Preferred Stock - | 49.4
Long-term Debt, less Current Maturities 651.9 | 644.2
___________ | ___________
Total Capitalization 2,327.0 | 1,508.4
Short-term Debt and Current Maturities of Long-term Debt - | -
___________ | ___________
Total Invested Capital $ 2,327.0 | $ 1,508.4
___________ | ___________
___________ | ___________
|
Long-term Debt, less Current Maturities, as a Percentage |
of Total Capitalization 28.0% | 42.7%
Common Stockholder's Equity as a Percentage |
of Total Capitalization 72.0% | 54.0%
Total Debt as a Percentage of Total Invested Capital 28.0% | 42.7%
</TABLE>
For purposes of the discussion of variances between the nine months ended
September 30, 1995 and the nine months ended September 30, 1994, the pre-
acquisition and post-acquisition periods presented in the accompanying
financial statements for the first nine months of 1995 have been combined
for a pro forma presentation of cash flows for the first nine months of
1995.
<TABLE>
<CAPTION>
Nine Months
Ended September 30,
__________________________
1995 1994
__________ __________
(In millions)
<S> <C> <C>
Cash Flows Provided by Operating Activities $ 119.5 $ 60.1
__________ __________
__________ __________
</TABLE>
Net cash flows provided by operating activities for the nine months ended
September 30, 1995 were $59 million higher than for the nine months ended
September 30, 1994. The increase in cash flows was primarily the result
of the amount and timing of disbursements for payables and lower cash
refunds related to TGPL's rate cases paid during the nine months ended
September 30, 1995 than during the same period of 1994.
<TABLE>
<CAPTION>
Nine Months
Ended September 30,
__________________________
1995 1994
__________ __________
(In millions)
<S> <C> <C>
Cash Flows Used in Financing Activities $ 45.9 $ 8.3
__________ __________
__________ __________
</TABLE>
Net cash flows used in financing activities for the nine months ended
September 30, 1995 included cash outflows for the retirement of $50
million of preferred stock by TGPL, partly offset by a capital
contribution from Williams of $6 million.
Net cash flows used in financing activities for the nine months ended
September 30, 1994 were attributable to dividends of $5 million on
preferred stock and $3 million for the retirement of preferred stock.
<TABLE>
<CAPTION>
Nine Months
Ended September 30,
__________________________
1995 1994
__________ __________
(In millions)
<S> <C> <C>
Cash Flows Used in Investing Activities $ 71.5 $ 51.1
__________ __________
__________ __________
</TABLE>
For the nine months ended September 30, 1995, net cash flows used in
investing activities primarily consisted of $193 million for capital
expenditures for property, plant and equipment as shown in the following
table. This amount was partly offset by the repayment of advances to
affiliates of $110 million and proceeds of $12 million from the sale of an
interest in the Mobile Bay Lateral.
For the nine months ended September 30, 1994, cash flows used in investing
activities primarily consisted of $72 million for capital expenditures for
property, plant and equipment, partly offset by the repayment of advances
to affiliates of $19 million.
<TABLE>
<CAPTION>
Nine Months
Ended September 30,
__________________________
Capital Expenditures 1995 1994
____________________ __________ __________
(In millions)
<S> <C> <C>
Market-Area Projects $ 54.6 $ 10.0
Supply-Area Projects 2.3 7.6
Existing Facilities and Other Projects 136.1 54.1
__________ __________
Total Capital Expenditures $ 193.0 $ 71.7
__________ __________
__________ __________
</TABLE>
Other Capital Requirements and Contingencies
____________________________________________
TGPL's capital requirements and contingencies are discussed in its 1994
Annual Report on Form 10-K. Other than described in Note C of the Notes
to Condensed Financial Statements, there have been no new developments
from those described in TGPL's 1994 Annual Report on Form 10-K with regard
to other capital requirements and contingencies.
CONCLUSION
__________
Although no assurances can be given, TGPL currently believes that the
aggregate of cash flows from operating activities, supplemented, when
necessary, by advances or capital contributions from Williams and
borrowings under the Williams Credit Agreement or short-term money market
facilities, will provide sufficient liquidity to meet its capital
requirements. If necessary, TGPL also expects to be able to access public
and private markets to finance its capital requirements.
<PAGE>
RESULTS OF OPERATIONS
TGMC, through an agency agreement with TGPL, manages all jurisdictional
merchant gas sales made by TGPL. The financial performance of TGPL's
sales service, both merchant and non-merchant, is discussed separately in
the following discussion.
For purposes of the discussion of variances between the nine months ended
September 30, 1995 and the nine months ended September 30, 1994, the pre-
acquisition and post-acquisition periods presented in the accompanying
financial statements for the nine months of 1995 have been combined for a
pro forma presentation of results of operations for the nine months of
1995.
Common Stock Equity in Net Income and Operating Income
TGPL's common stock equity in net income for the three months and nine
months ended September 30, 1995 was $16.5 million and $50.9 million,
respectively, compared with common stock equity in net income of $23.0
million and $74.9 million, respectively, for the three months and nine
months ended September 30, 1994. The results for the three months ended
September 30, 1995 include net after-tax charges related to the Merger
totaling $6.2 million primarily for the amortization of the amount of the
Williams purchase price allocated to TGPL's property, plant and equipment.
The results for the nine months ended September 30, 1995 include net
after-tax charges related to the Merger totaling $28.9 million, primarily
to provide for executive severance and termination benefits, substantially
all of which were not deductible for federal income tax purposes, and the
amortization of the amount of the Williams purchase price allocated to
TGPL's property, plant and equipment. Excluding the after-tax charges
related to the Merger, TGPL's common stock equity in net income for the
three and nine months ended September 30, 1995 would have been $22.7
million and $79.7 million, respectively.
Excluding the charges related to the Merger, the common stock equity in
net income for the three months ended September 30, 1995 was comparable to
the same period in 1994. Excluding the charges related to the Merger, the
higher common stock equity in net income for the nine months ended
September 30, 1995 was primarily due to higher net transportation revenues
of $15.7 million (net of the related cost of transportation) and lower
dividends on preferred stock of $3.8 million, partly offset by increased
operating expenses of $13.9 million.
Operating Expenses
Excluding the pre-tax effects of the charges related to the Merger in 1995
and the cost of sales and transportation of $162.4 million and $518.3
million for the three and nine months ended September 30, 1995,
respectively, and $193.1 million and $674.2 million, respectively, for the
comparable periods in 1994, TGPL's operating expenses for the three and
nine months ended September 30, 1995, were approximately $3.7 million and
$13.9 million higher, respectively, than the comparable periods in 1994.
For the three months ended September 30, 1995 the increase was due
primarily to contractual and professional services and other operational
expenses, partly offset by lower administrative and general salaries and
office building rent. For the nine months ended September 30, 1995 the
increase was due primarily to contractual and professional services,
underground storage expenses and other operational expenses, partly offset
by lower administrative and general salaries and office building rent.
Transportation Services
TGPL's operating revenues related to its transportation services,
increased $7.1 million to $171.3 million for the three months ended
September 30, 1995 and increased $24.7 million to $521.4 million for the
nine months ended September 30, 1995, when compared to the same periods in
1994. Total transportation revenues increased for the three and nine
months ended September 30, 1995 when compared to the same periods in 1994,
primarily due to higher revenues of $1.6 million and $12.1 million,
respectively, from increased throughput on the Mobile Bay lateral as a
result of the change from interruptible transportation to firm
transportation, lower credits to customers of $1.6 million and $6.8
million, respectively, related to refunds of previously over funded
deferred federal income taxes and increased revenues related to certain
increased costs included in TGPL's rate filing effective September 1,
1995, subject to refund.
As shown in the table below, TGPL's total market-area deliveries for the
three months and nine months ended September 30, 1995 increased 18.8 TBtu,
or 7%, and 19.9 TBtu, or 2%, respectively, when compared to the same
periods in 1994. The increased deliveries, primarily firm transportation
volumes, were mainly due to market growth and TGPL's new Southeast
Expansion service which began in the fourth quarter of 1994.
The production-area deliveries for the three months and nine months ended
September 30, 1995, decreased 12.2 TBtu, or 21%, and 23.3 TBtu, or 16%,
respectively, when compared to the same periods in 1994, due primarily to
increased competition among pipelines, especially intrastate pipelines,
for transportation of production area volumes and the release of firm
transportation capacity in the post Order 636 era. Additionally, in 1994
there were greater volumes transported for electricity generation due to
several nuclear plants being shut-in.
As a result of a straight fixed-variable (SFV) rate design and the
interruptible transportation revenue crediting requirement, decreases or
increases in system deliveries have no significant impact on operating
income.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
__________________________ ________________________
TGPL System Deliveries (TBtu) 1995 1994 1995 1994
____________________________ __________ __________ __________ _________
<S> <C> <C> <C> <C>
Market-area deliveries:
Long-haul transportation 192.0 173.4 618.8 605.8
Market-area transportation 98.8 98.6 338.5 331.6
__________ __________ _________ _________
Total market-area deliveries 290.8 272.0 957.3 937.4
Production-area transportation 44.7 56.9 125.4 148.7
__________ __________ _________ _________
Total system deliveries 335.5 328.9 1,082.7 1,086.1
__________ __________ _________ _________
__________ __________ _________ _________
</TABLE>
TGPL's facilities are divided into seven rate zones. Four are located in
the production area and three are located in the market area. Long-haul
transportation is gas that is received in one of the production-area zones
and delivered in a market-area zone. Market-area transportation is gas
that is both received and delivered within market-area zones. Production-
area transportation is gas that is both received and delivered within
production-area zones.
See Note C of the Notes to Condensed Consolidated Financial Statements for
a discussion of TGPL's rate and regulatory matters.
Sales services
TGPL makes jurisdictional merchant gas sales to customers through a Firm
Sales (FS) program and an Optional Firm Sales (OFS) program coupled with
a firm transportation program as replacement for contract sales quantity.
These programs give customers the option to purchase daily quantities of
gas from TGPL at market-responsive prices in exchange for a demand charge
payment to TGPL designed to recover the costs of gas in excess of current
month spot prices that TGPL is obligated to pay under its producer
contracts. In addition, TGPL makes jurisdictional merchant sales through
an Interruptible Sales (IS) program and a Negotiated Sales (NS) program.
TGPL's operating revenues related to its sales services decreased $35
million to $130 million for the quarter ended September 30, 1995, when
compared to the same period in 1994. This decrease is primarily due to
lower volumes sold through TGPL's jurisdictional merchant sales services.
For the nine months ended September 30, 1995, sales service revenues
decreased $164 million to $422 million, when compared with the same period
in 1994. Of this decrease, $155 million was related to lower volumes sold
through TGPL's jurisdictional merchant sales services, $8 million was
related to the renegotiated FS fee beginning in April 1995, and $1 million
was related to TGPL's cash-out program for the settlement of current month
transportation imbalances. However, these decreases in revenues had no
effect on TGPL's operating or net income variances when compared to the
prior year since the decrease was offset by a corresponding decrease in
the cost of sales.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
__________________________ ________________________
Gas Sales Volumes (TBtu) (1) 1995 1994 1995 1994
____________________________ __________ __________ __________ _________
<S> <C> <C> <C> <C>
Long-term sales 48.0 43.8 154.1 165.0
Short-term sales 22.3 33.2 70.4 82.9
__________ __________ _________ _________
Total gas sales 70.3 77.0 224.5 247.9
__________ __________ _________ _________
__________ __________ _________ _________
(1) TGMC, through an agency agreement with TGPL, manages all jurisdictional merchant gas sales made
by TGPL.
</TABLE>
Storage Services
TGPL's operating revenues for the three and nine months ended
September 30, 1995 related to its storage services increased $0.1 million
and $5.4 million, respectively, when compared to the three and nine months
ended September 30, 1994. The increase for the nine months ended
September 30, 1995 reflects an increase in TGPL's storage rates effective
in July 1994 due to higher storage rates charged to TGPL by the operator
of the Leidy and Wharton storage fields; however, this increase in
revenues was offset by a corresponding increase in underground storage
costs included in operation and maintenance expenses.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
See discussion of legal proceedings in Note C of the Notes to
Condensed Consolidated Financial Statements included herein.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None
<PAGE>
SIGNATURE
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.
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
Dated: November 13, 1995 By /s/ Nick A. Bacile
__________________________________
(Signature)
Nick A. Bacile
Vice President, Finance and Controller
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND THE CONDENSED CONSOLIDATED STATEMENT OF
INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995, CONTAINED IN
TRANSCONTINENTAL GAS PIPE LINE CORPORATION'S 1995 THIRD QUARTER REPORT ON FORM
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 3,785
<SECURITIES> 0
<RECEIVABLES> 35,259
<ALLOWANCES> 0
<INVENTORY> 62,898
<CURRENT-ASSETS> 382,049
<PP&E> 3,339,502
<DEPRECIATION> 131,465
<TOTAL-ASSETS> 3,783,253
<CURRENT-LIABILITIES> 427,214
<BONDS> 651,877
<COMMON> 0
0
0
<OTHER-SE> 1,675,056
<TOTAL-LIABILITY-AND-EQUITY> 3,783,253
<SALES> 422,363
<TOTAL-REVENUES> 1,064,313
<CGS> 421,880
<TOTAL-COSTS> 812,495
<OTHER-EXPENSES> 16,048
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,079
<INCOME-PRETAX> 90,567
<INCOME-TAX> 38,792
<INCOME-CONTINUING> 51,775
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 51,775<F1>
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>BEFORE PREFERRED DIVIDENDS OF $916.
</FN>
</TABLE>
