February 13, 1996 Securities and Exchange Commission Operations Center 6432 General Green Way Alexandria, VA 22312-2413 Gentlemen: We are transmitting herewith Indiana Gas Company, Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934. Very truly yours, /s/Douglas S. Schmidt Douglas S. Schmidt DSS:rs 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 December 31, 1996 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 January 31, 1997 Class Number of shares Date TABLE OF CONTENTS Page Numbers Part I - Financial Information Consolidated Balance Sheets at December 31, 1996, and 1995 and September 30, 1996 Consolidated Statements of Income Three Months Ended December 31, 1996 and 1995, and Twelve Months Ended December 31, 1996 and 1995 Consolidated Statements of Cash Flows Three Months Ended December 31, 1996 and 1995, and Twelve Months Ended December 31, 1996 and 1995 Notes to Consolidated Financial Statements Management's Discussion and Analysis of Results of Operations and Financial Condition Part II - Other Information Item 1 - Legal Proceedings Item 6 - Exhibits and Reports on Form 8-K INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS ASSETS (Thousands - Unaudited) December 31 September 30 1996 1995 1996 UTILITY PLANT: Original cost $946,934 $882,124 $931,092 Less - accumulated depreciation and amortization 351,496 323,160 344,268 595,438 558,964 586,824 NONUTILITY PLANT - NET 31 186 33 CURRENT ASSETS: Cash and cash equivalents 185 19,670 20 Accounts receivable, less reserves of $2,658, $2,433 and $1,853 respectively 45,070 43,313 15,468 Accrued unbilled revenues 37,247 45,121 8,158 Materials and supplies - at average cost 4,075 3,827 4,611 Liquefied petroleum gas - at average cost 864 876 507 Gas in underground storage - at last-in, first-out cost 34,336 51,392 39,083 Recoverable gas costs 16,949 - 2,710 Prepayments and other 1,017 1,391 43 139,743 165,590 70,600 DEFERRED CHARGES: Unamortized debt discount and expense 7,324 6,811 7,477 Other 8,392 9,239 7,973 15,716 16,050 15,450 $750,928 $740,790 $672,907 INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS SHAREHOLDER'S EQUITY AND LIABILITIES (Thousands - Unaudited) December 31 September 30 1996 1995 1996 CAPITALIZATION: Common stock and paid-in capital $142,995 $142,995 $142,995 Retained earnings 148,458 137,837 138,539 Total common shareholder's equity 291,453 280,832 281,534 Long-term debt 139,733 193,693 174,733 431,186 474,525 456,267 CURRENT LIABILITIES: Maturities and sinking fund requirements of long-term debt 35,000 - - Notes payable 63,000 23,200 24,236 Accounts payable 67,018 79,703 49,402 Refundable gas costs - 8,008 - Customer deposits and advance payments 16,533 16,976 14,256 Accrued taxes 13,971 18,175 4,206 Accrued interest 4,497 4,859 2,505 Other current liabilities 21,210 20,068 24,827 221,229 170,989 119,432 DEFERRED CREDITS: Deferred income taxes 67,421 65,798 66,862 Unamortized investment tax credit 10,941 11,871 11,173 Customer advances for construction 1,488 1,418 1,434 Regulatory income tax liability 2,835 3,797 2,835 Other 15,828 12,392 14,904 98,513 95,276 97,208 COMMITMENTS AND CONTINGENCIES (See Notes 7 & 9) - - - $750,928 $740,790 $672,907 INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Thousands - Unaudited) Three Months Twelve Months Ended December 31 Ended December 31 1996 1995 1996 1995 OPERATING REVENUES $ 172,481 $ 154,309 $ 548,766 $ 445,057 COST OF GAS 109,836 89,197 340,770 245,181 MARGIN 62,645 65,112 207,996 199,876 OPERATING EXPENSES: Other operation and maintenance 19,237 18,690 84,683 76,130 Depreciation and amortization 8,624 8,118 33,738 31,734 Income taxes 9,868 11,405 21,637 24,110 Taxes other than income taxes 4,656 4,245 16,779 13,653 42,385 42,458 156,837 145,627 OPERATING INCOME 20,260 22,654 51,159 54,249 OTHER INCOME - NET 334 229 993 1,488 INCOME BEFORE INTEREST AND OTHER 20,594 22,883 52,152 55,737 INTEREST 4,285 3,992 16,200 15,528 OTHER (110) (37) (169) (49) 4,175 3,955 16,031 15,479 NET INCOME $ 16,419 $ 18,928 $ 36,121 $ 40,258 INDIANA GAS COMPANY, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands - Unaudited) Three Months Twelve Months Ended December 31 Ended December 31 1996 1995 1996 1995 CASH FLOWS FROM (REQUIRED FOR) OPERATING ACTIVITIES: Net income $ 16,419 $ 18,928 $ 36,121 $ 40,258 Adjustments to reconcile net income to cash provided from operating activities - Depreciation and amortization 8,671 8,165 33,925 31,921 Deferred income taxes 558 701 661 3,893 Investment tax credit (232) (232) (930) (930) 8,997 8,634 33,656 34,884 Changes in assets and liabilities - Receivables - net (58,691) (68,626) 6,117 (27,749) Inventories 4,926 8,072 16,820 9,131 Accounts payable, customer deposits, advance payments and other current liabilities 16,276 14,604 (11,986) 33,880 Accrued taxes and interest 11,757 12,303 (4,566) (3,194) Recoverable/refundable gas costs (14,239) 3,125 (24,957) (22,786) Prepayments (974) (1,247) 374 11 Other - net 1,143 1,327 5,495 14,461 Total adjustments (30,805) (21,808) 20,953 38,638 Net cash flow from (required for) operations (14,386) (2,880) 57,074 78,896 CASH FLOWS FROM (REQUIRED FOR) FINANCING ACTIVITIES: Sale of long-term debt - 20,000 - 40,000 Reduction in long-term debt - - (18,960) (122) Net change in short-term borrowings 38,764 20,975 39,800 (20,350) Dividends (6,500) (6,250) (25,500) (24,500) Net cash flow from (required for) financing activities 32,264 34,725 (4,660) (4,972) CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES: Capital expenditures (17,713) (12,195) (71,899) (54,274) Net cash flow required for investing activities (17,713) (12,195) (71,899) (54,274) NET INCREASE (DECREASE) IN CASH 165 19,650 (19,485) 19,650 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 20 20 19,670 20 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 185 $ 19,670 $ 185 $ 19,670 Indiana Gas Company, Inc. and Subsidiary Companies Notes to Consolidated Financial Statements 1. Financial Statements. Indiana Gas Company, Inc. and its subsidiaries (Indiana Gas or the company) provide natural gas and transportation services to a diversified base of customers in 281 communities in 48 of Indiana's 92 counties. 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 Twelve Months Ended December 31 December 31 Thousands 1996 1995 1996 1995 Interest (net of amount capitalized) $ 1,826 $1,604 $15,425 $13,617 Income taxes $ - $ - $28,721 $23,244 3. Revenues. To more closely match revenues and expenses, revenues are recorded 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 December 1996, the cost of replacing the current portion of gas in underground storage exceeded last-in, first-out cost at December 31, 1996, by approximately $39,934,000. 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. An annual AFUDC rate of 7.5 percent was used for all periods reported. The table below reflects the total AFUDC capitalized and the portion of which was computed on borrowed and equity funds for all periods reported. Three Months Ended Twelve Months Ended December 31 December 31 Thousands 1996 1995 1996 1995 AFUDC-Borrowed Funds $ 157 $ 84 $ 356 $ 236 AFUDC-Equity Funds 128 69 291 194 Total AFUDC Capitalized $ 285 $ 153 $ 647 $ 430 7. Environmental Costs. Indiana Gas is currently conducting environmental investigations and work at certain sites that were the locations of former manufactured gas plants. It is seeking to recover the costs of the investigations and work from insurance carriers, other potentially responsible parties (PRPs) and customers. On May 3, 1995, Indiana Gas received an order from the IURC in which the Commission concluded that the costs incurred by Indiana Gas to investigate and, if necessary, clean-up former manufactured gas plant sites are not utility operating expenses necessary for the provision of service and, therefore, are not recoverable as operating expenses from utility customers. On January 21, 1997, this ruling was affirmed by the Indiana Court of Appeals. The company is planning to petition for transfer to the Indiana Supreme Court. On April 14, 1995, Indiana Gas filed suit in the United States District Court for the Northern District of Indiana, Fort Wayne Division, against a number of insurance carriers for payment of claims for investigation and clean-up costs already incurred, as well as for a determination that the carriers are obligated to pay these costs in the future. On October 2, 1996, the Court granted several motions filed by defendant insurance carriers for summary judgment on a number of issues relating to the insurers' obligations to Indiana Gas under insurance policies issued by these carriers. For example, the Court held that because the placement of residuals on the ground at the sites was done intentionally, there was no "fortuitous accident" and therefore no "occurrence" subject to coverage under the relevant policies. Since the management of Indiana Gas believes that a number of the Court's rulings are contrary to Indiana law, it intends to appeal all adverse rulings to the United States Court of Appeals for the Seventh Circuit. However, if these rulings are not reversed on appeal, they would effectively eliminate coverage under most of the policies at issue. There can be no assurance as to whether Indiana Gas will prevail on this appeal. As of December 31, 1996, Indiana Gas has obtained settlements from some insurance carriers in an aggregate amount in excess of $14.7 million. The Court's rulings have had no material impact on earnings since Indiana Gas has previously recorded all costs (in aggregate $14.8 million) which it presently expects to incur in connection with remediation activities. It is possible that future events may require additional remediation activities which are not presently foreseen. 8. Postretirement Benefits Other Than Pensions On May 3, 1995, the IURC issued an order authorizing Indiana Gas to recover the costs related to postretirement benefits other than pensions under the accrual method of accounting consistent with Statement of Financial Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions (SFAS 106). The Office of Utility Consumer Counselor appealed the order. On January 21, 1997, the Indiana Court of Appeals affirmed the IURC decision authorizing recovery. 9. Affiliate Transactions. Indiana Energy Services, Inc. (IES), an indirect wholly owned subsidiary of Indiana Energy (Indiana Gas' parent), provided natural gas and related services to Indiana Gas from January 1, 1996, to March 31, 1996. Indiana Gas' purchases from IES for the three months ended March 31, 1996, totalled $102.7 million. ProLiance Energy, LLC (ProLiance), a nonregulated marketing affiliate of Indiana Energy, assumed the business of IES effective April 1, 1996, and is the supplier of gas and related services to both Indiana Gas and Citizens Gas and Coke Utility (Citizens Gas). Indiana Gas' purchases from ProLiance for the three- and twelve-month periods ended December 31, 1996, totalled $103.2 million and $221.1 million, respectively. The sale of gas and provision of other services to Indiana Gas by Indiana Energy's marketing affiliates are subject to regulatory review through the quarterly gas cost adjustment proceeding currently pending before the IURC. Two proceedings which may affect the formation, operation or earnings of ProLiance are currently pending before the IURC. The first proceeding was initiated by a small group of Indiana Gas' and Citizens Gas' large- volume customers who contend that the gas service contracts between ProLiance and Indiana Gas and Citizens Gas should be disapproved by the IURC or, alternatively, that the IURC should regulate the operations of ProLiance. On September 27, 1996, the IURC issued a partial decision in that proceeding and found that ProLiance is not subject to regulation as a public utility. The IURC did confirm that it will continue to monitor gas costs incurred by Indiana Gas. Hearings on the remaining issues were concluded on October 9, 1996. A decision from the IURC is expected during the first half of calendar 1997. The second proceeding involves the quarterly gas cost adjustment applications of Indiana Gas and Citizens Gas wherein these utilities are proposing to recover the costs they have and will incur under their gas supply and related agreements with ProLiance. This proceeding will consider whether the recovery of those costs is consistent with Indiana law governing gas cost recovery. The hearing on the second proceeding has not yet been scheduled. While the outcome of these proceedings cannot be predicted, management does not expect this matter to have a material impact on Indiana Gas' financial position or results of operations. Indiana Gas also participates in a centralized cash management program with its parent, affiliated companies and banks which permits funding of checks as they are presented. Amounts due affiliated companies, as well as checks written but not cashed are reflected in Accounts Payable on the Consolidated Balance Sheet. Amounts owed to affiliates totaled $64.4 million and $16.4 million at December 31, 1996 and 1995, respectively. Indiana Gas Company, Inc. and Subsidiary Companies Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Earnings Net income for the three- and twelve-month periods ended December 31, 1996, when compared to the same periods one year ago are listed below. The decrease in earnings for the three-month period is primarily attributable to normal weather for the current quarter as compared to the prior year which was 9 percent colder than normal. The twelve-month earnings reflect increased margin attributable to weather that was 5 percent colder than normal as compared to the prior year which was about normal, and the addition of new customers. The increase in margin for the twelve-month period was offset by increased operating expenses, including the acceleration of several distribution system maintenance projects during the period. Periods Ended December 31 (Millions) 1996 1995 Three Months $16.4 $18.9 Twelve Months $36.1 $40.3 The following discussion highlights the factors contributing to these results. Margin (Revenues Less Cost of Gas) Margin for the quarter ended December 31, 1996, decreased $2.5 million compared to the same period last year. The decrease reflects normal weather for the current quarter as compared to the prior year which was 9 percent colder than normal. Margin for the twelve-month period ended December 31, 1996, increased $8.1 million compared to the same period last year. The increase is primarily attributable to weather that was 5 percent colder than normal as compared to the prior year which was about normal. Additional residential and commercial customers, as well as rate recovery (beginning May 1995) of postretirement benefit costs recognized in accordance with Statement of Financial Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions (SFAS 106) also contributed to the increase. Total system throughput (combined sales and transportation) decreased 4 percent (1.7 MMDth) for the three-month period ended December 31, 1996, compared to the same period one year ago. For the twelve-month period, throughput increased 6 percent (6.5 MMDth) compared to the same period 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 $4.04 for the three-month period ended December 31, 1996, compared to $2.71 for the same period one year ago. For the twelve-month period, cost of gas per unit increased to $3.55 in the current period compared to $2.55 for the same period last year. Adjustments to Indiana Gas' rates and charges related to the cost of gas are made through gas cost adjustment (GCA) procedures established by Indiana law and administered by the Indiana Utility Regulatory Commission (IURC). The GCA passes through increases and decreases in the cost of gas to Indiana Gas' customers dollar for dollar. Operating Expenses Operation and maintenance expenses increased $.5 million for the three-month period ended December 31, 1996, when compared to the same period one year ago. The increase is primarily due to higher labor costs and related benefits. Operation and maintenance expenses for the twelve- month period increased $8.6 million when compared to the same period last year partly due to the acceleration of several distribution system maintenance projects into fiscal 1996 permitted by higher earnings attributable to the colder than normal weather. Higher performance-based compensation and recognition (beginning May 1995) of postretirement benefit costs in accordance with SFAS 106 also contributed to the increase. Depreciation and amortization expense increased for the three- and twelve-month periods ended December 31, 1996, 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 decreased for the three- and twelve-month periods ended December 31, 1996, when compared to the same periods one year ago due to lower taxable income. Taxes other than income taxes increased for the three- month period ended December 31, 1996, when compared to the same period one year ago due to higher property tax expense. Taxes other than income taxes increased for the twelve-month period due to higher property tax expense and higher gross receipts tax expense resulting from increased revenue. Interest Expense Interest expense increased for the three- and twelve- month periods ended December 31, 1996, when compared to the same periods one year ago due to an increase in average debt outstanding slightly offset by a decrease in interest rates. Other Operating Matters ProLiance Energy, LLC ProLiance Energy, LLC (ProLiance), a nonregulated marketing affiliate of Indiana Energy (Indiana Gas' parent), began providing natural gas and related services to Indiana Gas and Citizens Gas and Coke Utility (Citizens Gas) effective April 1, 1996. ProLiance also provides products and services to other gas utilities and customers in Indiana and surrounding states. ProLiance assumed the business of Indiana Energy Services, Inc., an indirect wholly owned subsidiary of Indiana Energy, which had provided similar services to other customers and from January 1, 1996, to March 31, 1996, to Indiana Gas. The sale of gas and provision of other services to Indiana Gas by Indiana Energy's marketing affiliates are subject to regulatory review through the quarterly gas cost adjustment proceeding currently pending before the IURC. Two proceedings which may affect the formation, operation or earnings of ProLiance are currently pending before the IURC. The first proceeding was initiated by a small group of Indiana Gas' and Citizens Gas' large-volume customers who contend that the gas service contracts between ProLiance and Indiana Gas and Citizens Gas should be disapproved by the IURC or, alternatively, that the IURC should regulate the operations of ProLiance. On September 27, 1996, the IURC issued a partial decision in that proceeding and found that ProLiance is not subject to regulation as a public utility. The IURC did confirm that it will continue to monitor gas costs incurred by Indiana Gas. Hearings on the remaining issues were concluded on October 9, 1996. A decision from the IURC is expected during the first half of calendar 1997. The second proceeding involves the quarterly gas cost adjustment applications of Indiana Gas and Citizens Gas wherein these utilities are proposing to recover the costs they have and will incur under their gas supply and related agreements with ProLiance. This proceeding will consider whether the recovery of those costs is consistent with Indiana law governing gas cost recovery. The hearing on the second proceeding has not yet been scheduled. While the outcome of these proceedings cannot be predicted, management does not expect this matter to have a material impact on Indiana Gas' financial position or results of operations. Indiana Legislative Matters On April 26, 1995, the Indiana General Assembly enacted legislation which provides flexibility to the IURC for future regulation of Indiana utilities. The law recognizes that competition is increasing in the provision of energy services and that flexibility in the regulation of energy services providers is essential to the well- being of the state, its economy and its citizens. Under the law, an energy utility can present to the IURC a broad range of proposals from performance-based ratemaking to complete deregulation of a utility's operations. The law gives the IURC the authority to adopt alternative regulatory practices, procedures and mechanisms and establish rates and charges that are in the public interest, and will enhance or maintain the value of the energy utility's retail energy services or property. It also provides authority for the IURC to establish rates and charges based on market or average prices that use performance-based rewards or penalties, or which are designed to promote efficiency in the rendering of retail energy services. Environmental Matters Indiana Gas is currently conducting environmental investigations and work at certain sites that were the locations of former manufactured gas plants. It is seeking to recover the costs of the investigations and work from insurance carriers, other potentially responsible parties (PRPs) and customers. On May 3, 1995, Indiana Gas received an order from the IURC in which the Commission concluded that the costs incurred by Indiana Gas to investigate and, if necessary, clean-up former manufactured gas plant sites are not utility operating expenses necessary for the provision of service and, therefore, are not recoverable as operating expenses from utility customers. On January 21, 1997, this ruling was affirmed by the Indiana Court of Appeals. The company is planning to petition for transfer to the Indiana Supreme Court. On April 14, 1995, Indiana Gas filed suit in the United States District Court for the Northern District of Indiana, Fort Wayne Division, against a number of insurance carriers for payment of claims for investigation and clean-up costs already incurred, as well as for a determination that the carriers are obligated to pay these costs in the future. On October 2, 1996, the Court granted several motions filed by defendant insurance carriers for summary judgment on a number of issues relating to the insurers' obligations to Indiana Gas under insurance policies issued by these carriers. For example, the Court held that because the placement of residuals on the ground at the sites was done intentionally, there was no "fortuitous accident" and therefore no "occurrence" subject to coverage under the relevant policies. Since the management of Indiana Gas believes that a number of the Court's rulings are contrary to Indiana law, it intends to appeal all adverse rulings to the United States Court of Appeals for the Seventh Circuit. However, if these rulings are not reversed on appeal, they would effectively eliminate coverage under most of the policies at issue. There can be no assurance as to whether Indiana Gas will prevail on this appeal. As of December 31, 1996, Indiana Gas has obtained settlements from some insurance carriers in an aggregate amount in excess of $14.7 million. The Court's rulings have had no material impact on earnings since Indiana Gas has previously recorded all costs (in aggregate $14.8 million) which it presently expects to incur in connection with remediation activities. It is possible that future events may require additional remediation activities which are not presently foreseen. Postretirement Benefits Other Than Pensions On May 3, 1995, the IURC issued an order authorizing Indiana Gas to recover the costs related to postretirement benefits other than pensions under the accrual method of accounting consistent with Statement of Financial Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions (SFAS 106). The Office of Utility Consumer Counselor appealed the order. On January 21, 1997, the Indiana Court of Appeals affirmed the IURC decision authorizing recovery. Liquidity and Capital Resources New construction, normal system maintenance and improvements, and information technology investments to provide service to a growing customer base will continue to require substantial capital expenditures. Capital expenditures for fiscal 1997 are estimated at $67.8 million of which $17.7 million have been expended during the three- month period ended December 31, 1996. For the twelve months ended December 31, 1996, Indiana Gas' capital expenditures totaled $71.9 million. Of this amount, 62 percent was provided by funds generated internally (net income less dividends plus charges to net income not requiring funds). Indiana Gas' long-term 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 long-term debt of Indiana Gas is currently rated Aa3 by Moody's Investors Service and AA- by Standard & Poor's Corporation. Indiana Gas' ratio of earnings to fixed charges was 4.3 for the twelve months ended December 31, 1996 (see Exhibit 12). 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. Forward-Looking Information Certain matters discussed in Management's Discussion and Analysis are forward-looking. These forward-looking discussions reflect the company's current best estimates regarding future operations. Since these are only estimates, actual results could be materially different. Several factors, some of which are outside of the company's control and cannot be accurately and conclusively predicted, may materially affect estimates of future operations. Such factors include the effect of weather on gas consumption, particularly in the residential market, the effect of general economic conditions on gas consumption, particularly in industrial and commercial markets, the direction and pace of change in state and federal regulation on both the gas and electric industries, and the effects of competition on markets where prices and providers have been regulated. Indiana Gas Company and Subsidiary Companies Part II - Other Information Item 1. Legal Proceedings See Note 7 of the Notes to Consolidated Financial Statements for litigation matters involving insurance carriers pertaining to Indiana Gas' former manufactured gas plants and storage facilities. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 12 Computation of Ratio of Earnings to Fixed Charges, filed herewith. 27 Financial Data Schedule, filed herewith. (b) No Current Reports on Form 8-K were filed during the quarter ended December 31, 1996. 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 February 13, 1997 /s/Niel C. Ellerbrook Niel C. Ellerbrook Executive Vice President and Chief Financial Officer Dated February 13, 1997 /s/Jerome A. Benkert Jerome A. Benkert Vice President and Controller