SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-6494 INDIANA GAS COMPANY, INC. (Exact name of registrant as specified in its charter) INDIANA 35-0793669 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1630 North Meridian Street, Indianapolis, Indiana 46202 (Address of principal executive offices) (Zip Code) 317-926-3351 (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 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock - Without par value 9,080,770 April 30, 1994 Class Number of shares Date TABLE OF CONTENTS Page Numbers Part I - Financial Information Consolidated Balance Sheets at March 31, 1994 and 1993 and September 30, 1993 Consolidated Statements of Income Three Months Ended March 31, 1994 and 1993, Six Months Ended March 31, 1994 and 1993, and Twelve Months Ended March 31, 1994 and 1993 Consolidated Statements of Cash Flows Six Months Ended March 31, 1994 and 1993, and Twelve Months Ended March 31, 1994 and 1993 Notes to Consolidated Financial Statements Management's Discussion and Analysis of Results of Operations and Financial Condition Part II - Other Information Item 4 - Submission of Matters to a Vote of Security Holders Item 6 - Exhibits and Reports on Form 8-K INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS ASSETS (Thousands - Unaudited) March 31 September 30 1994 1993 1993 UTILITY PLANT: Original cost $797,925 $745,668 $773,174 Less - accumulated depreciation and amortization 279,539 258,500 267,629 518,386 487,168 505,545 NONUTILITY PLANT - NET 398 240 234 CURRENT ASSETS: Cash and cash equivalents 8,020 14,880 20 Accounts receivable, less reserves of $3,215, $3,787 and $2,055 respectively 65,584 50,157 14,231 Accrued unbilled revenues 19,778 15,065 10,748 Materials and supplies - at average cost 4,023 4,195 3,710 Liquefied petroleum gas - at average cost 881 843 1,019 Gas in underground storage - at last-in, first-out cost 21,256 15,177 59,534 Recoverable gas costs - - 7,453 Prepayments and other 1,050 1,264 296 120,592 101,581 97,011 DEFERRED CHARGES: Unamortized debt discount and expense 6,363 6,875 6,614 Other 14,813 10,865 12,254 21,176 17,740 18,868 $660,552 $606,729 $621,658 INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS SHAREHOLDER'S EQUITY AND LIABILITIES (Thousands - Unaudited) March 31 September 30 1994 1993 1993 CAPITALIZATION: Common stock and paid-in capital $142,995 $102,995 $142,995 Retained earnings 131,400 120,380 106,104 Total common shareholder's equity 274,395 223,375 249,099 Long-term debt 164,901 174,901 164,901 439,296 398,276 414,000 CURRENT LIABILITIES: Maturities and sinking fund requirements of long-term debt 10,000 10,000 20,000 Notes payable - - 10,252 Accounts payable 42,030 53,976 41,602 Refundable gas costs 25,093 20,538 - Customer deposits and advance payments 1,756 2,296 13,466 Accrued taxes 41,537 29,419 31,579 Accrued interest 3,012 3,287 3,342 Other current liabilities 18,012 16,063 13,441 141,440 135,579 133,682 DEFERRED CREDITS: Deferred income taxes (See Note 11) 56,184 54,975 56,911 Unamortized investment tax credit 13,499 14,429 13,963 Customer advances for construction 983 988 998 Regulatory income tax liability (See Note 11) 4,789 - - Other 4,361 2,482 2,104 79,816 72,874 73,976 COMMITMENTS AND CONTINGENCIES (See Notes 9 and 10) - - - $660,552 $606,729 $621,658 INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Thousands - Unaudited) Three Months Six Months Ended March 31 Ended March 31 1994 1993 1994 1993 OPERATING REVENUES $ 195,672 $ 178,256 $ 347,564 $ 333,793 COST OF GAS 122,239 109,851 215,485 211,365 MARGIN 73,433 68,405 132,079 122,428 OPERATING EXPENSES: Other operation and maintenance 23,244 25,140 42,777 42,451 Depreciation and amortization 7,358 6,651 14,270 13,231 Income taxes 13,120 10,064 22,118 18,013 Taxes other than income taxes 5,081 4,932 9,390 8,694 48,803 46,787 88,555 82,389 OPERATING INCOME 24,630 21,618 43,524 40,039 OTHER INCOME - NET 1,189 150 1,511 (39) INCOME BEFORE INTEREST AND OTHER CHARGES 25,819 21,768 45,035 40,000 INTEREST 4,043 4,229 8,283 8,229 OTHER 36 (69) (144) (139) 4,079 4,160 8,139 8,090 NET INCOME 21,740 17,608 36,896 31,910 DIVIDENDS ON PREFERRED STOCK - - - 285 EARNINGS AVAILABLE FOR COMMON STOCK $ 21,740 $ 17,608 $ 36,896 $ 31,625 INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Thousands - Unaudited) Twelve Months Ended March 31 1994 1993 OPERATING REVENUES $ 513,049 $ 462,162 COST OF GAS 317,673 286,627 MARGIN 195,376 175,535 OPERATING EXPENSES Other operation and maintenance 84,628 74,351 Depreciation and amortization 27,845 26,096 Income taxes 19,921 16,434 Taxes other than income taxes 15,224 14,128 147,618 131,009 OPERATING INCOME 47,758 44,526 OTHER INCOME - NET 2,129 1,082 INCOME BEFORE INTEREST AND OTHER 49,887 45,608 INTEREST 16,694 15,149 OTHER (327) (277) 16,367 14,872 NET INCOME 33,520 30,736 DIVIDENDS ON PREFERRED STOCK - 1,140 EARNINGS AVAILABLE FOR COMMON STOCK $ 33,520 $ 29,596 INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands - Unaudited) Six Months Twelve Months Ended March 31 Ended March 31 1994 1993 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 36,896 $ 31,910 $ 33,520 $ 30,736 Adjustments to reconcile net income to cash provided from operating activities - Depreciation and amortization 14,370 13,359 28,074 26,325 Deferred income taxes 1,286 996 3,221 2,208 Investment tax credit (465) (542) (930) (1,045) 15,191 13,813 30,365 27,488 Changes in assets and liabilities - Receivables - net (60,383) (43,092) (20,140) (3,608) Inventories 38,103 33,410 (5,945) (3,691) Accounts payable, customer deposits, advance payments and other current liabilities (6,711) 14,502 (10,537) 21,373 Accrued taxes and interest 9,628 8,195 11,843 1,386 Recoverable/refundable gas costs 32,546 10,868 4,555 5,797 Prepayments (754) (1,038) 214 (192) Other - net 2,883 (2,181) 1,850 (3,346) Total adjustments 30,503 34,477 12,205 45,207 Net cash flow from operations 67,399 66,387 45,725 75,943 CASH FLOWS FROM (REQUIRED FOR) FINANCING ACTIVITIES: Issuance of common stock - - 40,000 10,000 Redemption of preferred stock - (20,932) - (20,932) Sale of long-term debt - 35,000 - 35,000 Reduction in long-term debt (10,000) - (10,000) (10,562) Net change in short-term borrowings (10,252) (30,238) - - Dividends (11,600) (10,436) (22,500) (20,942) Net cash flow from (required for) financing activities (31,852) (26,606) 7,500 (7,436) CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES: Capital expenditures (27,547) (25,123) (60,085) (55,452) Net cash flow required for investing activities (27,547) (25,123) (60,085) (55,452) NET INCREASE (DECREASE) IN CASH 8,000 14,658 (6,860) 13,055 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 20 222 14,880 1,825 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,020 $ 14,880 $ 8,020 $ 14,880 Indiana Gas Company, Inc. and Subsidiary Companies Notes to Consolidated Financial Statements 1. Financial Statements. Indiana Gas Company, Inc. and its subsidiaries, Terre Haute Gas Corporation (Terre Haute) and Richmond Gas Corporation (Richmond) which are doing business as Indiana Gas Company, Inc. (Indiana Gas), provide natural gas and transportation services to a diversified base of customers in 281 communities within the lower two-thirds of the state of Indiana. The interim condensed consolidated financial statements included in this report have been prepared by Indiana Gas, without audit, as provided in the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted as provided in such rules and regulations. Indiana Gas believes that the information in this report reflects all adjustments necessary to fairly state the results of the interim periods reported, that all such adjustments are of a normally recurring nature, and the disclosures are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the financial statements and the notes thereto included in Indiana Gas' latest annual report on Form 10-K. Because of the seasonal nature of Indiana Gas' gas distribution operations, the results shown on a quarterly basis are not necessarily indicative of annual results. 2. Cash Flow Information. For the purposes of the Consolidated Statements of Cash Flows, Indiana Gas considers cash investments with an original maturity of three months or less to be cash equivalents. Cash paid during the periods reported for interest and income taxes were as follows: Three Months Ended Six Months Ended Twelve Months Ended March 31 March 31 March 31 Thousands 1994 1993 1994 1993 1994 1993 Interest (net of amount capitalized) $ 5,987 $ 5,829 $ 7,807 $ 6,687 $15,114 $13,250 Income taxes $ 10,500 $ 8,550 $ 11,080 $ 10,539 $12,280 $14,031 3. Revenues. To more closely match revenues and expenses, Indiana Gas records revenues for all gas delivered to customers but not billed at the end of the accounting period. 4. Gas in Underground Storage. Based on the cost of purchased gas during March 1994, the cost of replacing the current portion of gas in underground storage exceeded last-in, first-out cost at March 31, 1994, by approximately $3,317,000. 5. Refundable or Recoverable Gas Costs. The cost of gas purchased and refunds from suppliers, which differ from amounts recovered through rates are deferred and are being recovered or refunded in accordance with procedures approved by the Indiana Utility Regulatory Commission (IURC). 6. Allowance For Funds Used During Construction. An allowance for funds used during construction (AFUDC), which represents the cost of borrowed and equity funds used for construction purposes, is charged to construction work in progress during the period of construction and included in "Other Income - Net" and "Other" on the Consolidated Statements of Income. The current annual AFUDC rate is 7.5 percent, however, prior to September 30, 1992, a rate of 10 percent was used. The table below reflects the total interest capitalized and the portion of which was computed on borrowed funds and equity funds for all periods reported. Three Months Ended Six Months Ended Twelve Months Ended March 31 March 31 March 31 Thousands 1994 1993 1994 1993 1994 1993 AFUDC-Borrowed Funds $ 13 $ 133 $ 244 $ 267 $ 556 $ 506 AFUDC-Equity Funds 11 109 200 231 455 460 Total AFUDC Capitalized $ 24 $ 242 $ 444 $ 498 $ 1,011 $ 966 AFUDC amounts for the six- and twelve-month periods ended March 31, 1994, are considered more representative than the three months ended March 31, 1994, due to an adjustment in the most recent quarter. 7. Long-Term Debt. On October 15, 1993, $10 million of 9.30% medium-term notes were redeemed. 8. Cash Management/Accounts Payable. Indiana Gas participates in a centralized cash management program with its parent, affiliated companies and banks which permits funding of checks as they are presented. Amounts borrowed from affiliated companies as well as checks written but not cashed are reflected in accounts payable. 9. Environmental. In the past, Indiana Gas and others, including its predecessors, former affiliates and/or previous landowners, operated facilities for the manufacturing of gas and storage of manufactured gas. These facilities are no longer in operation and have not been operated for many years. In the manufacture and storage of such gas, various byproducts were produced, some of which may still be present at the sites where these manufactured gas plants and storage facilities were located. While management believes those operations were conducted in accordance with the then-applicable industry standards, under currently applicable environmental laws and regulations, Indiana Gas, and the others, may now be required to take remedial action if certain materials are found at these sites. Indiana Gas has identified the existence, location and certain general characteristics of 26 gas manufacturing and storage sites. Indiana Gas is currently undertaking remediation at two sites. Indiana Gas' share of remediation and related costs for these two sites has been accrued. These sites are currently being reviewed by the Indiana Department of Environmental Management. Indiana Gas is assessing, on a site-by-site basis, whether any of the remaining 24 sites require remediation, to what extent it is required and the estimated cost of such action. Indiana Gas' share of the estimated cost of performing these site-by-site assessments has also been accrued. Indiana Gas has completed preliminary assessments (PAs) on these sites and has completed site work for site investigations (SIs) at 15 of these sites. Based upon the site work completed to date, Indiana Gas believes some level of contamination may be present and ground water monitoring, at a minimum, will likely be required. As a result, Indiana Gas has accrued its share of the estimated costs of ground water monitoring for all 24 sites. The total costs which may be incurred in connection with the remediation of these 24 sites, if remedial action beyond monitoring is required, cannot be determined at this time. Indiana Gas has nearly completed the process of identifying all potentially responsible parties (PRPs) for each site. Indiana Gas, with the help of outside counsel, has prepared estimates for its share of environmental liabilities, if they exist, at each of the sites. Indiana Gas has accrued only its proportionate share of the estimated costs, as described above, based on equitable principles derived from case law or applied by parties in achieving settlements. Indiana Gas does not believe it can provide an estimate of the reasonably possible total remediation costs for any site, prior to completion of the remedial investigation/ feasibility study (RI/FS) and developing some sense of the timing of the resulting potential remedial alternatives. Indiana Gas has notified insurance carriers of potential claims where policies may provide coverage for these environmental costs. Indiana Gas has not recorded any receivables related to recovery from insurance carriers at this time. In January 1992, Indiana Gas filed a petition with the IURC seeking regulatory authority for, among other matters, recovery through rates of all costs Indiana Gas incurs in complying with federal, state and local environmental regulations in connection with gas manufacturing activities. On February 26, 1992, Indiana Gas received authority from the IURC to employ deferred accounting for these costs. This authorization will extend until the IURC rules upon Indiana Gas' pending request to establish and implement an ongoing ratemaking mechanism that will be designed and intended to provide for the recovery of these costs. An order is not expected until later in calendar 1994. Indiana Gas has deferred all environmental costs previously paid or accrued. These costs are approximately $10.4 million (including assessment, remediation and related costs) as of March 31, 1994. The impact of complying with federal, state and local environmental regulations related to former manufactured gas plant sites on Indiana Gas' financial position and results of operations is contingent upon several uncertainties. These include the cost of compliance, the impact of joint and several liability upon the magnitude of the contingency, the ratemaking treatment authorized for these items by the IURC, as well as the recovery of environmental and related costs from insurance carriers. Indiana Gas believes it will be successful in recovering the costs which it has incurred and may incur through rates, from other potentially responsible parties and from insurance carriers. However, there can be no assurance as to the amount or timing of any such recoveries. 10. Postretirement Benefits Other Than Pensions. Indiana Gas provides postretirement health care and life insurance benefits. Substantially all employees who have completed 10 years of service will become eligible for such benefits if they reach retirement age while still working for the company. The plan pays stated percentages of most reasonable and necessary medical expenses incurred by retirees, after subtracting payments by other providers and after a stated deductible has been met. These benefits, as well as similar benefits for active employees, are principally self-insured. Currently, Indiana Gas does not fund this postretirement plan. Effective October 1, 1993, Indiana Gas adopted Statement of Financial Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions (SFAS 106). SFAS 106 requires accounting for the costs of postretirement health care and life insurance benefits on the accrual basis. This means the costs of benefits paid in the future are recognized during the years that an employee provides service to Indiana Gas rather than the "pay-as-you-go" (cash) basis. Indiana Gas has elected to amortize the unfunded transition obligation as of October 1, 1993, of approximately $55 million over a period of 20 years. The estimated annual provision for postretirement benefit cost (including transition obligation amortization) is approximately $8.2 million for fiscal 1994. This compares with the projected pay-as-you-go cost of approximately $2.9 million for the same period. Prior to fiscal 1994, Indiana Gas recognized postretirement benefit costs on the pay-as-you-go (cash) basis. Postretirement benefit costs recognized for fiscal years 1993 and 1992 were approximately $2,855,000 and $2,653,000, respectively. The following table reconciles the plan's funded status to the accrued postretirement benefit cost as reflected on the balance sheet as of October 1, 1993: Thousands Accumulated postretirement benefit obligation: Retirees and dependents $30,313 Other fully eligible participants 6,839 Other active participants 18,288 55,440 Fair value of plan assets - Accumulated postretirement benefit obligation in excess of plan assets 55,440 Unrecognized transition obligation 55,440 Accrued postretirement benefit cost $ - Net postretirement benefit cost for the three months and six months ended March 31, 1994, consisted of the following components: Three Months Six Months Thousands Ended March 31 Ended March 31 Service cost - benefits attributed to service during the period $ 310 $ 744 Interest cost on accumulated postretirement obligation 894 2,149 Amortization of transition obligation 617 1,483 Net postretirement benefit cost 1,821 4,376 Amounts deferred pending rate recognition 935 2,652 Actual cash payments $ 886 $ 1,724 The assumed health care cost trend rate for medical gross eligible charges used in measuring the accumulated postretirement benefit obligation as of October 1, 1993, was 11% for fiscal 1994. This rate is assumed to decrease gradually through fiscal 2003 to 4.75% and remain at that level thereafter. A one percent increase in the assumed health cost trend rates for each future year produces approximately a $6.9 million increase in the accumulated postretirement benefit obligation as of October 1, 1993, and approximately a $884,000 increase in the annual aggregate of the service and interest cost components of net postretirement benefit cost. The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.25%. In January 1992, Indiana Gas filed a petition with the IURC seeking regulatory authority for, among other matters, rate recovery of implementation of SFAS 106 relating to postretirement benefits other than pensions. Through a generic order issued on December 30, 1992, Indiana Gas received authority from the IURC to employ deferred accounting for these costs. This authorization will extend until the IURC rules upon Indiana Gas' pending request to adopt SFAS 106 for ratemaking purposes. An order is not expected until later in calendar 1994. On November 12, 1993, Indiana Michigan Power Company (I & M) received an order from the IURC in its general rate case authorizing SFAS 106 to be adopted for ratemaking purposes. Indiana Gas continues to pursue full recovery of the costs of implementation of SFAS 106, however, no assurance can be given as to the ratemaking treatment for this issue. 11. Income Taxes. Effective October 1, 1993, Indiana Gas adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). Indiana Gas previously used the deferred method of accounting for income taxes as prescribed by Accounting Principles Bulletin Opinion No. 11. SFAS 109 requires the use of the liability method, which effectively results in a reduction in previously provided deferred income taxes to reflect the current statutory corporate tax rate. Due to the effects of regulation on Indiana Gas, Indiana Gas is not permitted to recognize the effect of a tax rate change as income but is required to reduce tariff rates to return the "excess" deferred income taxes to ratepayers over the remaining life of the properties that give rise to the taxes. Therefore, the cumulative effect of a change in accounting principle upon the initial application of SFAS 109 resulted in no impact on earnings. Under SFAS 109, Indiana Gas has recorded a net regulatory liability for approximately $4.8 million on its balance sheet as of October 1, 1993, related to deferred taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of Indiana Gas' net deferred tax liability as of October 1, 1993, are as follows: Thousands Deferred tax liabilities: Accelerated depreciation $37,759 Property basis differences 17,347 Deferred fuel costs 9,528 Take-or-pay costs 5,102 Acquisition adjustment 6,904 Other 1,885 Deferred tax assets: Deferred investment tax credit (5,296) Regulatory income tax liability (1,815) Less deferred income taxes related to current assets and liabilities (16,515) Balance at October 1, 1993 $54,899 12. Reclassifications. Certain reclassifications have been made to the prior periods' financial statements to conform to the current year presentation. These reclassifications have no impact on margin or net income previously reported. Indiana Gas Company, Inc. and Subsidiary Companies Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Earnings Earnings available for common stock for the three-, six- and twelve-month periods ended March 31, 1994, when compared to the same periods one year ago are listed below. Periods Ended March 31 (Millions) 1994 1993 Three Months $21.7 $17.6 Six Months $36.9 $31.6 Twelve Months $33.5 $29.6 The following discussion highlights the factors contributing to these results. Margin (Revenues Less Cost of Gas) Margin for the quarter ended March 31, 1994, increased $5.0 million compared to the same period last year. The increase was primarily due to weather 6 percent colder than the same period last year and 4 percent colder than normal. Additional residential and commercial customers also contributed to the increase. Margin for the six-month period ended March 31, 1994, increased $9.7 million compared to the same period last year. The increase for the six-month period reflects weather 6 percent colder than the same period last year and 3 percent colder than normal. Additional residential and commercial customers, as well as the general rate increase which was implemented October 28, 1992, also contributed to the increase. Margin for the twelve-month period ended March 31, 1994, increased $19.8 million compared to the same period last year. The increase for the twelve-month period is attributable to the general rate increase which was implemented October 28, 1992, weather 5 percent colder than the same period last year and 4 percent colder than normal, as well as additional residential and commercial customers. Total system throughput (combined sales and transportation) increased 7 percent (3,198 MDth) for the second quarter of fiscal 1994, 6 percent (4,785 MDth) for the six-month period, and 6 percent (6,931 MDth) for the twelve-month period ended March 31, 1994, compared to the same periods last year. Indiana Gas' rates for transportation generally provide the same margins as are earned on the sale of gas under its sales tariffs. Approximately one-half of total system throughput represents gas used for space heating and is affected by weather. Total average cost per unit of gas purchased increased to $3.19 for the three-month period ended March 31, 1994, compared to $2.60 for the same period one year ago. For the six-month period, cost of gas per unit increased to $3.12 in the current period compared to $2.82 for the same period last year. For the twelve-month period, cost of gas per unit increased to $3.07 in the current period compared to $2.64 for the same period last year. Significant factors in the changes include the influence of weather on the demand for gas and the increased fixed costs per unit associated with pipeline rate cases and the restructuring prescribed by Federal Energy Regulatory Commission Order No. 636. (See Federal Energy Regulatory Commission Matters.) Adjustments to Indiana Gas' rates and charges related to the cost of gas are made quarterly through gas cost adjustment (GCA) procedures established by Indiana law and administered by the Indiana Utility Regulatory Commission (IURC). Operating Expenses Operation and maintenance expenses decreased approximately $1.9 million for the three-month period ended March 31, 1994, when compared to the same period one year ago. The decrease is primarily attributable to lower provisions for uncollectible accounts and health insurance claims, offset somewhat by increased labor costs and the addition of new customers. Operation and maintenance expenses for the six-month period increased slightly compared to the same period one year ago. Higher labor costs and related benefits, including performance-based compensation, and the addition of new customers were offset by lower provisions for uncollectible accounts and health insurance claims. Operation and maintenance expenses for the twelve- month period increased approximately $10.3 million compared to the same period one year ago. The increase is attributable to increased labor and related benefits, including performance-based compensation and contract labor, as well as costs related to the addition of new customers. The increase in labor is primarily due to additional operating and maintenance projects in the last half of fiscal 1993 which had been deferred in fiscal years 1991 and 1992 because of very warm weather during those years. Depreciation and amortization expense increased for the three-, six- and twelve-month periods ended March 31, 1994, when compared to the same periods one year ago as the result of additions to utility plant to serve new customers and to maintain dependable service to existing customers. Federal and state income taxes increased for the three-, six- and twelve-month periods ended March 31, 1994, when compared to the same periods one year ago due to higher taxable income and a higher federal tax rate. Taxes other than income taxes increased for the three- , six- and twelve-month periods ended March 31, 1994, when compared to the same periods one year ago primarily due to higher gross receipts tax expenses resulting from increased revenue. Increased property tax expense, as a result of higher property tax rates and higher assessed values, also contributed to the increase for the six- and twelve-month periods. Interest Expense Interest expense increased for the twelve-month period ended March 31, 1994, when compared to the same period one year ago primarily as the result of an increase in average debt outstanding slightly offset by a decrease in interest rates. Interest expense for the three- and six- month periods remained approximately the same when compared to the same periods one year ago. Other Operating Matters Environmental Matters Indiana Gas is currently conducting environmental investigations and work at certain sites that were the location of former manufactured gas plants. (See Note 9.) Federal Energy Regulatory Commission Matters In accordance with Federal Energy Regulatory Commission (FERC) Order No. 636, Indiana Gas' pipeline service providers have made a number of filings to restructure services. On May 1, 1993, Panhandle Eastern Pipe Line Company implemented a restructured services tariff. Texas Eastern Transmission Company's restructured tariff was implemented June 1, 1993. Indiana Gas' remaining pipeline service providers implemented restructured services on November 1, 1993. Indiana Gas' pipeline service providers have begun to seek from customers, including Indiana Gas, recovery of certain costs related to the transition to restructured services. Those costs will include certain gas supply realignment costs and are not expected to exceed $25 million. In February 1994, Indiana Gas included certain transition costs in a routine quarterly gas cost adjustment (GCA) filing with the IURC. As part of that proceeding, Indiana Gas was given authority to pass the Account 191 component of such costs through to ratepayers and to employ deferred accounting for all other components of transition costs pending the IURC's consideration of Indiana Gas' request for authority to recover those costs. Indiana Gas' proposal regarding the recovery of the remaining components of transition costs, primarily gas supply realignment costs, will be evaluated and ruled upon by the IURC later this summer. The pending issues concern cost allocation among customers and whether the remaining components of transition costs are recoverable through the GCA or alternatively, through base rates. Indiana Gas believes these costs will be recoverable and does not expect these matters to have a material effect on its financial position or results of operation. Indiana Gas continues to monitor developments concerning these and other pipeline issues, to participate in related negotiations and to represent its interest in pipeline matters before FERC. Postretirement Benefits Other Than Pensions Effective October 1, 1993, Indiana Gas adopted Statement of Financial Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions (SFAS 106). SFAS 106 requires accounting for the costs of postretirement health care and life insurance benefits on the accrual basis. This means the costs of benefits paid in the future are recognized during the years that an employee provides service to Indiana Gas rather than the "pay-as-you- go" (cash) basis. (See Note 10.) In January 1992, Indiana Gas filed a petition with the IURC seeking regulatory authority for, among other matters, rate recovery of implementation of SFAS 106 relating to postretirement benefits other than pensions. Through a generic order issued on December 30, 1992, Indiana Gas received authority from the IURC to employ deferred accounting for these costs. This authorization will extend until the IURC rules upon Indiana Gas' pending request to adopt SFAS 106 for ratemaking purposes. An order is not expected until later in calendar 1994. On November 12, 1993, Indiana Michigan Power Company (I & M) received an order from the IURC in its general rate case authorizing SFAS 106 to be adopted for ratemaking purposes. Indiana Gas continues to pursue full recovery of the costs of implementation of SFAS 106, however, no assurance can be given as to the ratemaking treatment for this issue. Income Taxes Effective October 1, 1993, Indiana Gas adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). Indiana Gas previously used the deferred method of accounting for income taxes as prescribed by Accounting Principles Bulletin Opinion No. 11. SFAS 109 requires the use of the liability method, which effectively results in a reduction in previously provided deferred income taxes to reflect the current statutory corporate tax rate. Due to the effects of regulation on Indiana Gas, Indiana Gas is not permitted to recognize the effect of a tax rate change as income but is required to reduce tariff rates to return the "excess" deferred income taxes to ratepayers over the remaining life of the properties that give rise to the taxes. Therefore, the cumulative effect of a change in accounting principle upon the initial application of SFAS 109 resulted in no impact on earnings. Liquidity and Capital Resources New construction to provide service to a growing customer base and normal system maintenance and improvements will continue to require substantial capital expenditures. For the twelve months ended March 31, 1994, Indiana Gas' capital expenditures totaled $60.1 million. Of this amount, 69 percent was provided by funds generated internally (net income plus charges not requiring funds less dividends). Capital expenditures for fiscal 1994 are estimated at $51.4 million of which $27.5 million have been expended during the six-month period ended March 31, 1994. Indiana Gas' goal is to fund internally approximately 75 percent of its construction program. Capitalization objectives for Indiana Gas are 55-65 percent common equity and 35-45 percent long-term debt. This will help Indiana Gas to maintain its high creditworthiness. The senior debt of Indiana Gas is currently rated Aa3 by Moody's Investors Service and AA- by Standard & Poor's Corporation and Duff & Phelps. On October 15, 1993, $10 million of 9.30% medium-term notes were redeemed. The nature of Indiana Gas' business creates large short- term cash working capital requirements primarily to finance customer accounts receivable, unbilled utility revenues resulting from cycle billing, gas in underground storage and construction expenditures until permanently financed. Short-term borrowings tend to be greatest during the heating season when accounts receivable and unbilled utility revenues are at their highest. Depending on cost, commercial paper or bank lines of credit are used as sources of short-term financing. Indiana Gas' commercial paper is rated P-1 by Moody's and A-1+ by Standard & Poor's. Long-term financial strength and flexibility require maintaining throughput volumes, controlling costs and, if absolutely necessary, securing timely increases in rates to recover costs and provide a fair and reasonable return to shareholders. Indiana Gas Company, Inc. and Subsidiary Companies Part II - Other Information Item 4. Submission of Matters to a Vote of Security- Holders At the annual meeting of shareholders of Indiana Gas Company, Inc. on January 10, 1994, (the "Annual Meeting"), the shareholders elected the following directors by the vote specified opposite each director's name: Broker Director Votes For (1) Votes Withheld Abstentions Non-Vote Duane M. Amundson 9,080,770 - - - Howard J. Cofield 9,080,770 - - - Niel C. Ellerbrook 9,080,770 - - - Loren K. Evans 9,080,770 - - - (1) All outstanding shares of Indiana Gas' common stock are held by its parent company, Indiana Energy, Inc. The terms of the other eight board members, Gerald L. Bepko, Lawrence A. Ferger, Anton H. George, James C. Shook, Paul T. Baker, Otto N. Frenzel III, Don E. Marsh and Richard P. Rechter will expire in January 1995 or January 1996. Item 6. Exhibits and Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INDIANA GAS COMPANY, INC. Registrant Dated May 12, 1994 /s/Niel C. Ellerbrook Niel C. Ellerbrook Senior Vice President and Chief Financial Officer Dated May 12, 1994 /s/Jerome A. Benkert Jerome A. Benkert Controller