SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 0-4117-1 IES UTILITIES INC. (Exact name of registrant as specified in its charter) Iowa 42-0331370 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) IES Tower, Cedar Rapids, Iowa 52401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (319) 398-4411 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 1995 Common Stock, $2.50 par value 13,370,788 shares IES UTILITIES INC. INDEX Page No. Part I. Financial Information. Item 1. Consolidated Financial Statements. Consolidated Balance Sheets - March 31, 1995 and December 31, 1994 3 - 4 Consolidated Statements of Income - Three and Twelve Months Ended March 31, 1995 and 1994 5 Consolidated Statements of Cash Flows - Three and Twelve Months Ended March 31, 1995 and 1994 6 Notes to Consolidated Financial Statements 7 - 14 Item 2. Management's Discussion and Analysis of the Results of Operations and Financial Condition. 15 - 30 Part II. Other Information. 31 - 33 Signatures. 34 PART 1. - FINANCIAL INFORMATION ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS March 31, 1995 December 31, ASSETS (Unaudited) 1994 (in thousands) Property, plant and equipment, at original cost: Utility - Plant in service - Electric $ 1,809,917 $ 1,798,059 Gas 158,512 158,115 Other 86,382 86,005 2,054,811 2,042,179 Less - Accumulated depreciation 903,302 880,888 1,151,509 1,161,291 Leased nuclear fuel, net of amortization 48,292 49,731 Construction work in progress 87,847 73,339 1,287,648 1,284,361 Other 2,145 1,824 1,289,793 1,286,185 Current assets: Cash and temporary cash investments 2,490 2,135 Accounts receivable - Customer, less reserve 577 12,051 Other 11,111 9,763 Income tax refunds receivable 2,635 3,450 Production fuel, at average cost 14,132 13,988 Materials and supplies, at average cost 26,421 26,699 Adjustment clause balances 0 1,433 Regulatory assets 20,702 20,145 Prepayments and other 22,250 29,546 100,318 119,210 Investments: Nuclear decommissioning trust funds 36,783 33,779 Cash surrender value of life insurance policies 3,049 2,915 Other 1,317 1,085 41,149 37,779 Other assets: Regulatory assets 194,199 192,955 Deferred charges and other 8,175 9,239 202,374 202,194 $ 1,633,634 $ 1,645,368 CONSOLIDATED BALANCE SHEETS (CONTINUED) March 31, 1995 December 31, CAPITALIZATION AND LIABILITIES (Unaudited) 1994 (in thousands) Capitalization: Common stock - par value $2.50 per share - authorized 24,000,000 shares; 13,370,788 shares outstanding $ 33,427 $ 33,427 Paid-in surplus 279,042 279,042 Retained earnings ($18,209,000 restricted as to payment of cash dividends) 190,090 197,158 Total common equity 502,559 509,627 Cumulative preferred stock - par value $50 per share - authorized 466,406 shares; 366,406 shares outstanding 18,320 18,320 Long-term debt 430,454 380,404 951,333 908,351 Current liabilities: Notes payable to associated companies 15,544 18,495 Short-term borrowings 28,000 37,000 Capital lease obligations 16,175 14,385 Maturities and sinking funds 50,140 100,140 Accounts payable 61,403 70,354 Accrued interest 10,876 9,438 Accrued taxes 52,590 47,188 Accumulated refueling outage provision 6,668 15,196 Adjustment clause balances 2,802 0 Provision for rate refund liability 8,000 0 Environmental liabilities 5,303 5,428 Other 20,320 18,324 277,821 335,948 Long-term liabilities: Capital lease obligations 32,117 35,346 Environmental liabilities 37,265 37,853 Other 47,188 46,724 116,570 119,923 Deferred credits: Accumulated deferred income taxes 248,782 241,345 Accumulated deferred investment tax credits 39,128 39,801 287,910 281,146 Commitments and contingencies (Note 5) $ 1,633,634 $ 1,645,368 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the Three For the Twelve Months Ended Months Ended March 31 March 31 1995 1994 1995 1994 (in thousands) Operating revenues: Electric $ 116,577 $ 123,918 $ 529,987 $ 547,812 Gas 53,175 65,134 127,074 155,117 Other 3,087 2,961 9,131 9,049 172,839 192,013 666,192 711,978 Operating expenses: Fuel for production 19,443 22,344 83,051 85,506 Purchased power 16,314 13,602 71,506 84,944 Gas purchased for resale 38,133 49,116 84,356 110,010 Other operating expenses 34,411 30,982 135,711 126,409 Maintenance 11,679 10,895 50,326 46,735 Depreciation and amortization 20,589 19,160 76,744 71,045 Taxes other than income taxes 12,374 11,666 43,258 42,726 152,943 157,765 544,952 567,375 Operating income 19,896 34,248 121,240 144,603 Interest expense and other: Interest expense 10,458 10,530 41,502 40,041 Allowance for funds used during construction -1,115 -877 -4,148 -2,444 Miscellaneous, net 8 -268 -970 -678 9,351 9,385 36,384 36,919 Income before income taxes 10,545 24,863 84,856 107,684 Income taxes: Current -1,985 9,673 26,717 28,380 Deferred 7,041 908 8,369 15,640 Amortization of investment tax credits -672 -662 -2,657 -4,827 4,384 9,919 32,429 39,193 Net income 6,161 14,944 52,427 68,491 Preferred dividend requirements 229 229 914 914 Net income available for common stock $ 5,932 $ 14,715 $ 51,513 $ 67,577 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. -5- CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three For the Twelve Months Ended Months Ended March 31 March 31 1995 1994 1995 1994 (in thousands) Cash flows from operating activities: Net income $ 6,161 $ 14,944 $ 52,427 $ 68,491 Adjustments to reconcile net income to net cash flows from operating activities - Depreciation and amortization 20,589 19,160 76,744 71,045 Principal payments under capital lease obligations 2,556 4,427 14,375 12,439 Deferred taxes and investment tax credits 6,369 246 5,712 10,813 Refueling outage provision -8,528 3,137 871 -4,747 Allowance for equity funds used during construction -282 -540 -2,040 -1,250 Other 1,075 661 3,717 1,838 Other changes in assets and liabilities - Accounts receivable 126 3,652 6,869 4,234 Production fuel, materials and supplies -52 2,774 -2,678 2,464 Accounts payable -4,239 -5,299 21,504 -2,869 Accrued taxes 6,217 2,544 10,730 -6,748 Provision for rate refunds 8,000 415 -1,085 -1,536 Adjustment clause balances 4,235 4,724 -7,071 -405 Gas in storage 7,375 10,090 -796 -4,199 Other 6,417 -434 10,919 3,851 Net cash flows from operating activities 56,019 60,501 190,198 153,421 Cash flows from financing activities: Dividends declared on common stock -13,000 -7,000 -58,000 -28,300 Dividends declared on preferred stock -229 -229 -914 -914 Dividends payable 0 -5,000 0 0 Proceeds from issuance of long-term debt 50,000 0 50,000 119,400 Reductions in long-term debt and preferred stock -50,000 0 -50,224 -79,624 Net change in short-term borrowings -11,951 -24,000 43,544 -25,960 Principal payments under capital lease obligations -3,662 -3,720 -16,246 -11,429 Sale of utility accounts receivable 10,000 0 10,800 17,700 Net cash flows from financing activities -18,842 -39,949 -21,040 -9,127 Cash flows from investing activities: Construction and acquisition expenditures -28,216 -18,992 -157,327 -115,328 Nuclear decommissioning trust funds -1,383 -1,383 -5,532 -5,532 Deferred energy efficiency costs -3,537 -3,399 -16,295 -11,961 Other -3,686 -2,351 -254 -359 Net cash flows from investing activities -36,822 -26,125 -179,408 -133,180 Net increase (decrease) in cash and temporary cash investments 355 -5,573 -10,250 11,114 Cash and temporary cash investments at beginning of period 2,135 18,313 12,740 1,626 Cash and temporary cash investments at end of period $ 2,490 $ 12,740 $ 2,490 $ 12,740 Supplemental cash flow information: Cash paid during the period for - Interest $ 8,254 $ 7,979 $ 40,281 $ 36,514 Income taxes $ 2,850 $ -39 $ 37,368 $ 36,308 Noncash investing and financing activities - Capital lease obligations incurred $ 1,116 $ 196 $ 15,217 $ 4,308 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1995 (1) GENERAL: The interim Consolidated Financial Statements have been prepared by IES Utilities Inc. (Utilities) and its consolidated subsidiaries (collectively the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Utilities is a wholly-owned subsidiary of IES Industries Inc. (Industries). Utilities' wholly-owned subsidiary is IES Ventures Inc. (Ventures), which is a holding company for unregulated investments. 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, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of the Company, the Consolidated Financial Statements include all adjustments, which are normal and recurring in nature, necessary for the fair presentation of the results of operations and financial position. Certain prior period amounts have been reclassified on a basis consistent with the 1995 presentation. It is suggested that these Consolidated Financial Statements be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company's Form 10-K for the year ended December 31, 1994. The accounting and financial policies relative to the following items have been described in those notes and have been omitted herein because they have not changed materially through the date of this report: Summary of significant accounting policies Acquisition of Iowa service territory of Union Electric Company (UE) Leases Utility accounts receivable (other than discussed in Note 3) Income taxes Benefit plans Preferred and preference stock Debt (other than discussed in Note 4) Estimated fair value of financial instruments Commitments and contingencies (other than discussed in Note 5) Jointly-owned electric utility plant Segments of business (2) RATE MATTERS: (a) 1994 Electric Rate Case - In 1994, Utilities applied to the Iowa Utilities Board (IUB) for an increase in retail electric rates of approximately $26 million annually, or 5.2%. Utilities' proposal included approximately $12 million in annual revenue requirement related to increased recovery levels of depreciation expense and nuclear decommissioning expense at the Duane Arnold Energy Center (DAEC), Utilities' nuclear generating facility. To the extent these proposals are approved by the IUB, corresponding increases in expense would be recorded and there would be no effect on net income. The Office of Consumer Advocate (OCA) filed a petition in connection with this proceeding to reduce the rates for retail electric service by approximately $27 million or 5.5%. The primary differences between the amount of the increase requested by Utilities and the decrease proposed by the OCA are: 1) a 13.9% return on common equity requested by Utilities compared to 11.1% proposed by the OCA; 2) OCA's objection to Utilities' proposal to increase collections for decommissioning the DAEC; 3) OCA's objection to Utilities' proposal to increase depreciation rates; 4) OCA's proposal to reject most of Utilities' request to recover an acquisition adjustment associated with its acquisition of the Iowa service territory of UE; and 5) an adjustment to test year sales levels proposed by the OCA. Intervenors, which primarily represent individual or groups of customers, also submitted filings in October 1994, generally objecting to particular elements of the price increase and Utilities' price design proposals. In April 1995, the IUB held a public agenda meeting to discuss the issues in the proceeding. While minor movement toward pricing consistency would result, the proposals to increase recovery levels of depreciation expense and nuclear decommissioning expense were apparently rejected. The Board's agenda discussion also ruled against Utilities on issues such as recovery for the full purchase prices of the UE Iowa service territory and smaller, low-cost, used generating plants, even though customers are currently benefiting from the acquisitions. The IUB's discussion apparently would require an annual reduction in electric revenues of $15 million to $20 million. The IUB's final decision in the proceeding is not expected until mid-May and the IUB indicated the agenda meeting discussion was non-binding and may change. As a result of the IUB's agenda meeting discussion, Utilities recorded a pretax reserve for refund of $8 million in the first quarter of 1995, including $3.5 million related to revenues collected in the fourth quarter of 1994. Any refund ultimately required would be calculated from October 22, 1994, the date of the OCA revenue reduction filing. (b) 1994 Energy Efficiency Cost Recovery Filing - The IUB has adopted rules that mandate Utilities to spend 2% of electric and 1.5% of gas gross retail operating revenues for energy efficiency programs. Under provisions of the IUB rules, Utilities applied in August 1994 to the IUB for recovery of approximately $23 million and $13 million for the electric and gas programs, respectively, related to costs incurred through 1993 for such programs. The $36 million total for the electric and gas programs is comprised of $21 million of direct expenditures and carrying costs (recorded as a "Regulatory asset" in the Consolidated Balance Sheets, including $4.5 million as current), $7 million for a return on the expenditures over the recovery period and $8 million for a reward based on a sharing of the benefits of such programs. In April 1995, the IUB issued its Final Decision and Order concerning Utilities' energy efficiency expenditures, which allows Utilities to recover its direct expenditures, carrying costs, and a return on its expenditures, as well as a reward of approximately $4 million for a total allowed recovery of approximately $32 million. Recovery will be over a four-year period and will begin in the second quarter of 1995. In May 1995, the OCA and an intervenor filed applications for rehearing with the IUB concerning the amount of the reward granted by the IUB. Since the identical issue is pending before the court in another utility's proceeding, the OCA, the intervenor and Utilities have agreed to be bound by the ultimate decision in the other utility's court proceeding. Utilities believes that the chances of the reward amount being materially reduced are remote. (3) UTILITY ACCOUNTS RECEIVABLE: Utilities has entered into an agreement, which expires in 1999, with a financial institution to sell, with limited recourse, an undivided fractional interest of up to $65 million in its pool of utility accounts receivable. At March 31, 1995, $64 million was sold under the agreement. (4) DEBT: (a) Long-Term Debt - In March 1995, Utilities repaid at maturity $50 million of Series W, 9.75% First Mortgage Bonds and, in a separate transaction, issued $50 million of Collateral Trust Bonds, 7.65%, due 2000. (b) Short-Term Debt - At March 31, 1995, the Company had bank lines of credit aggregating $87.7 million, of which $28 million was being used to support commercial paper (weighted average interest rate of 6.20%) and $7.7 million to support certain pollution control obligations. Commitment fees are paid to maintain these lines and there are no conditions which restrict the unused lines of credit. In addition to the above, Utilities has an uncommitted credit facility with a financial institution whereby it can borrow up to $40 million. Rates are set at the time of borrowing and no fees are paid to maintain this facility. At March 31, 1995, there were no borrowings under this facility. Utilities also has a letter of credit in the amount of $3.4 million supporting two of its variable rate pollution control obligations. (5) CONTINGENCIES: (a) Environmental Liabilities - The Company has recorded environmental liabilities of approximately $43 million, including $5.3 million as current liabilities, in its Consolidated Balance Sheets at March 31, 1995. The significant items are discussed below. Former Manufactured Gas Plant (FMGP) Sites Utilities has been named as a Potentially Responsible Party (PRP) by various federal and state environmental agencies for 28 FMGP sites. Utilities believes that it is not responsible for two of the above sites and there are three other sites for which it may be designated as a PRP in the future. Utilities is working pursuant to the requirements of the various agencies to investigate, mitigate, prevent and remediate, where necessary, damage to property, including damage to natural resources, at and around the sites in order to protect public health and the environment. Utilities has completed the remediation of three sites and is in various stages of the investigation and/or remediation processes for 22 sites. Utilities expects to begin the investigation process in 1995 or 1996 for the other sites. Utilities has recorded environmental liabilities related to the FMGP sites of approximately $31 million (including $4.5 million as current liabilities) at March 31, 1995. These amounts are based upon Utilities' best current estimate of the amount to be incurred for investigation and remediation costs for those sites where the investigation process has been or is substantially completed, and the minimum of the estimated cost range for those sites where the investigation is in its earlier stages or has not started. It is possible that future cost estimates will be greater than the current estimates as the investigation process proceeds and as additional facts become known. Utilities may be required to monitor these sites for a number of years upon completion of remediation, as is the case with the three sites for which remediation has been completed. Utilities has begun pursuing coverage for investigation, mitigation, prevention, remediation, and monitoring costs from its insurance carriers and is investigating the potential for third party cost sharing for FMGP investigation and clean-up costs. The amount of shared costs, if any, cannot be reasonably determined and, accordingly, no potential sharing has been recorded at March 31, 1995. Regulatory assets of approximately $31 million, which reflect the future recovery that is being provided through Utilities' rates, have been recorded in the Consolidated Balance Sheets. Considering the rate treatment allowed by the IUB, management believes that the clean-up costs incurred by Utilities for these FMGP sites will not have a material adverse effect on its financial position or results of operations. (b) Clean Air Act - The Clean Air Act Amendments of 1990 (Act) requires emission reductions of sulfur dioxide and nitrogen oxides to achieve reductions of atmospheric chemicals believed to cause acid rain. The provisions of the Act will be implemented in two phases with Phase I affecting two of Utilities' units beginning in 1995 and Phase II affecting all units beginning in the year 2000. Utilities is in the process of completing the modifications necessary to meet the Phase I requirements and has installed continuous emission monitors on all affected units as required by the Act. Utilities expects to meet the requirements of Phase II by switching to lower sulfur fuels and through capital expenditures primarily related to fuel burning equipment and boiler modifications. Utilities estimates capital expenditures at approximately $22.5 million, including $4.4 million in 1995, in order to meet the requirements of the Act. (c) Federal Energy Regulatory Commission (FERC) Order No. 636 - The FERC issued Order No. 636 (Order 636) in 1992, which substantially changed how Utilities manages its gas supply. As a result of Order 636, Utilities has enhanced access to competitively priced gas supply and more flexible transportation services, however, Utilities is required to pay certain transition costs incurred and billed by its pipeline suppliers. Utilities' three pipeline suppliers have made filings with the FERC to collect their respective known transition costs, and additional filings are expected. At March 31, 1995, Utilities has recorded a liability of $6.2 million for those transition costs that have been incurred by the pipelines to date, including $2.1 million expected to be billed through March 1996. Utilities is currently recovering the transition costs from its customers through its Purchased Gas Adjustment Clauses as such costs are billed by the pipelines. The ultimate level of costs to be billed to Utilities depends on the pipelines' filings with the FERC and other future events, including the market price of natural gas, and could approximate $10 million more than the amount recorded. However, Utilities believes any transition costs billed by its pipeline suppliers would be recovered from its customers, based upon regulatory treatment of these costs currently and similar past costs by the IUB. Accordingly, regulatory assets, in amounts corresponding to the recorded liabilities, have been recorded to reflect the anticipated recovery. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion analyzes significant changes in the components of net income and financial condition from the prior periods for IES Utilities Inc. (Utilities) and its consolidated subsidiaries (collectively the Company). Utilities' wholly-owned subsidiary is IES Ventures Inc., which is a holding company for unregulated investments. RESULTS OF OPERATIONS The Company's net income available for common stock decreased $8.8 million and $16.1 million during the three and twelve month periods, respectively, ended March 31, 1995. The lower earnings are largely due to the recording of a pretax reserve for rate refund of $8.0 million by Utilities in the first quarter of 1995 and milder than normal weather in Utilities' service territory. The Company's operating income decreased $14.4 million and $23.4 million during the three and twelve month periods, respectively. Reasons for the changes in the results of operations are explained further in the following discussion. ELECTRIC REVENUES Electric revenues and Kwh sales for Utilities increased or (decreased) for the periods ended March 31, 1995, as compared with the prior periods, as follows: Three Twelve Months Months ($ in millions) Electric revenues $ (7.3) $ (17.8) Electric sales (excluding off-system sales): Residential and Rural (5.5%) (3.6%) Commercial 0.2 2.2 Industrial 3.3 8.0 Total (1.1%) 2.7% The Kwh sales for both periods were adversely affected by milder than normal weather. The largest effect of weather was on sales to residential and rural customers. Under normal weather conditions, total sales (excluding off-system sales) would have increased 1.6% and 3.6% for the three and twelve month periods, respectively. The growth in industrial sales continues to reflect the underlying strength of the economy as several major industrial expansions in Utilities' service territory were announced during the twelve months ended March 31, 1995. Utilities' electric tariffs include energy adjustment clauses (EAC) that are designed to currently recover the costs of fuel and the energy portion of purchased power billings to customers. The revenue decrease for both periods includes a pretax reserve for rate refund of $8.0 million that was recorded by Utilities in the first quarter of 1995 as a result of the Company's interpretation of how the Iowa Utilities Board (IUB) may decide Utilities' pending electric price case. See Note 2(a) of the Notes to Consolidated Financial Statements for a further discussion. The effect of the mix of sales between lower margin industrial customers and higher margin residential and rural customers, lower off-system sales and lower fuel costs collected through the EAC also contributed to the decreased revenues for the twelve month period. Such items were partially offset by the increased total sales, excluding off- system sales. GAS REVENUES Utilities' gas revenues decreased $12.0 million and $28.0 million during the three and twelve month periods, respectively. Utilities' gas sales in therms increased or (decreased) for the periods ended March 31, 1995, as compared with the prior periods, as follows: Three Twelve Months Months Residential (9.1%) (10.8%) Commercial (7.6) (9.1) Industrial (24.1) (14.9) Sales to consumers (9.9) (10.9) Transported volumes 45.7 33.0 Total (3.0%) (2.5%) The sales volumes for both periods were adversely affected by milder than normal weather. Under normal weather conditions, gas sales (including transported volumes) would have increased 5.8% and 4.9% during the three and twelve month periods, respectively. Utilities' gas tariffs include purchased gas adjustment clauses (PGA) that are designed to currently recover the cost of gas sold. Utilities' gas revenues decreased in both periods primarily because of lower gas costs recovered through the PGA and, to a lesser extent, the effect of the lower sales. The decreased gas cost recoveries are due to lower gas prices as well as a shift in the sales mix between industrial sales and transported volumes; Utilities does not purchase the gas for the transported volumes. OPERATING EXPENSES Fuel for production decreased $2.9 million and $2.5 million during the three and twelve month periods, respectively. The three month decrease is primarily due to a decrease in the amount of Kwh generation as the Duane Arnold Energy Center (DAEC), Utilities' nuclear generating facility, was down during March 1995 for a scheduled refueling outage. There was no such refueling outage in 1994. Lower fuel cost recoveries through the EAC, which are included in fuel for production, also contributed to the decrease. The twelve month decrease is due to lower fuel cost recoveries through the EAC, a lower average fuel cost during the period and decreased generation at the DAEC. Increased generation at Utilities' fossil-fueled generating stations partially offset these items for both periods. Purchased power increased $2.7 million during the three month period and decreased $13.4 million during the twelve month period. The three month increase is due to increased energy purchases, resulting from the decrease in generation, which were partially offset by lower capacity costs. The twelve month decrease is primarily due to lower energy purchases and lower capacity costs. Gas purchased for resale decreased $11.0 million and $25.7 million during the three and twelve month periods, respectively, primarily due to lower sales to consumers at Utilities and lower natural gas prices. Other operating expenses increased $3.4 million and $9.3 million during the three and twelve month periods, respectively. Increases in labor and benefits costs, nuclear operating costs, former manufactured gas plant (FMGP) clean-up costs and information technology costs at Utilities contributed to the increases. Maintenance expenses increased $0.8 million and $3.6 million during the three and twelve month periods, respectively. The twelve month increase was due to increased labor costs and higher maintenance costs at the DAEC. Depreciation and amortization increased during both periods primarily because of increases in utility plant in service. Depreciation and amortization expenses for all periods reflect an annual amount of $5.5 million for the DAEC decommissioning provision, which is collected through rates. The staff of the Securities and Exchange Commission (SEC) has questioned certain of the current accounting practices of the electric utility industry regarding the recognition, measurement and classification of decommissioning costs for nuclear generating stations in the financial statements of electric utilities. In response to these questions, the Financial Accounting Standards Board (FASB) has agreed to review the accounting for removal costs, including decommissioning. If current electric utility industry accounting practices for such decommissioning are changed: (1) annual provisions for decommissioning could increase, (2) the estimated cost for decommissioning could be recorded as a liability rather than as accumulated depreciation, and (3) trust fund income from the external decommissioning trusts could be reported as investment income rather than as a reduction to decommissioning expense. If such changes are required, Utilities believes that there would not be an adverse effect on its financial position or results of operations based on current rate making practices; the Company cannot predict future rate making practices. INTEREST EXPENSE AND OTHER Interest expense was constant for the three month period and increased $1.5 million during the twelve month period. The twelve month increase was primarily because of an increase in the average amount of debt outstanding. Income taxes decreased $5.5 million and $6.8 million during the three and twelve month periods, respectively. A decrease in taxable income contributed to the decreases for both periods. The twelve month decrease is partially offset by the effect of property related temporary differences for which deferred taxes had not been provided that are now becoming payable. LIQUIDITY AND CAPITAL RESOURCES The Company's capital requirements are primarily attributable to Utilities' construction programs, debt maturities and sinking fund requirements. The Company's pretax ratio of earnings to fixed charges was 3.04 and 3.69 for the twelve months ended March 31, 1995 and March 31, 1994, respectively. Cash flows from operating activities for the twelve months ending March 31, 1995, were $190 million. These funds were primarily used for construction and acquisition expenditures and to pay dividends. The Company anticipates that future capital requirements will be met by cash generated from operations and external financing. The level of cash generated from operations is partially dependent upon economic conditions, legislative activities, environmental matters and timely rate relief for Utilities. (See Notes 2 and 5 of the Notes to Consolidated Financial Statements). Access to the long-term and short-term capital and credit markets is necessary for obtaining funds externally. Utilities' debt ratings are as follows: Moody's Standard & Poor's Long-term debt A1 A Short-term debt P1 A1 As a result of the IUB's recent public agenda meeting to discuss Utilities' electric price case, Utilities could realize an annual revenue reduction of approximately $15 million to $20 million. (See Note 2(a) of the Notes to Consolidated Financial Statements for a further discussion). In reaction to the IUB's agenda meeting, Moody's has placed Utilities long-term debt rating on credit watch pending a final decision by the IUB. Standard & Poor's has not reacted to the IUB's agenda meeting. The Company's liquidity and capital resources will be affected by environmental and legislative issues, including the ultimate disposition of remediation issues surrounding the Company's environmental liabilities, the Clean Air Act as amended and FERC Order 636, as discussed in Note 5 of the Notes to Consolidated Financial Statements. Consistent with rate making principles of the IUB, management believes that the costs incurred for the above matters will not have a material adverse effect on the financial position or results of operations of the Company. The IUB has adopted rules which require Utilities to spend 2% of electric and 1.5% of gas gross retail operating revenues annually for energy efficiency programs. Energy efficiency costs in excess of the amount in the most recent electric and gas rate cases are being recorded as regulatory assets by Utilities. At March 31, 1995, Utilities had $38 million of such costs recorded as regulatory assets. Utilities will begin its recovery of a portion of these costs in the second quarter of 1995. See Note 2(b) of the Notes to Consolidated Financial Statements for a further discussion. CONSTRUCTION AND ACQUISITION PROGRAM The Company's construction and acquisition program anticipates expenditures of approximately $163 million for 1995, of which approximately 32% represents expenditures for electric transmission and distribution facilities, 23% represents fossil-fueled generation expenditures, 15% represents expenditures for steam distribution plant and 9% represents nuclear generation expenditures. The remaining 21% represents miscellaneous electric, gas and general expenditures. In addition to the $163 million, Utilities anticipates expenditures of $13 million in connection with mandated energy efficiency programs. Substantial commitments have been made in connection with all such expenditures. The Company had construction and acquisition expenditures of approximately $28 million for the three months ended March 31, 1995. The Company's levels of construction and acquisition expenditures are projected to be $167 million in 1996, $146 million in 1997, $170 million in 1998 and $182 million in 1999. It is estimated that approximately 80% of construction expenditures will be provided by cash from operating activities (after payment of dividends) for the five-year period 1995-1999. Capital expenditure and investment and financing plans are subject to continual review and change. The capital expenditure and investment programs may be revised significantly as a result of many considerations including changes in economic conditions, variations in actual sales and load growth compared to forecasts, requirements of environmental, nuclear and other regulatory authorities, acquisition opportunities, the availability of alternate energy and purchased power sources, the ability to obtain adequate and timely rate relief, escalations in construction costs and conservation and energy efficiency programs. LONG-TERM FINANCING Other than Utilities' periodic sinking fund requirements, which Utilities intends to meet by pledging additional property, approximately $124 million of long-term debt will mature prior to December 31, 1999. The Company intends to refinance the majority of the debt maturities with long-term securities. In March 1995, Utilities repaid at maturity $50 million of Series W, 9.75% First Mortgage Bonds and, in a separate transaction, issued $50 million of Collateral Trust Bonds, 7.65%, due 2000. Utilities has entered into an Indenture of Mortgage and Deed of Trust dated September 1, 1993 (New Mortgage). The New Mortgage provides for, among other things, the issuance of Collateral Trust Bonds upon the basis of First Mortgage Bonds being issued by Utilities. The lien of the New Mortgage is subordinate to the lien of Utilities' first mortgages until such time as all bonds issued under the first mortgages have been retired and such mortgages satisfied. Accordingly, to the extent that Utilities issues Collateral Trust Bonds on the basis of First Mortgage Bonds, it must comply with the requirements for the issuance of First Mortgage Bonds under Utilities' first mortgages. Under the terms of the New Mortgage, Utilities has covenanted not to issue any additional First Mortgage Bonds under its first mortgages except to provide the basis for issuance of Collateral Trust Bonds. The Indentures pursuant to which Utilities issues First Mortgage Bonds constitute direct first mortgage liens upon substantially all tangible public utility property and contain covenants which restrict the amount of additional bonds which may be issued. At March 31, 1995, such restrictions would have allowed Utilities to issue $323 million of additional First Mortgage Bonds. Utilities has received authority from the FERC to issue $250 million of long-term debt, of which $50 million was used in March 1995 to issue Collateral Trust Bonds. Utilities expects to replace First Mortgage Bonds Series X that matures in September 1995 with other long-term securities. The Articles of Incorporation of Utilities authorize and limit the aggregate amount of additional shares of Cumulative Preferred Stock and Cumulative Preference Stock that may be issued. At March 31, 1995, Utilities could have issued an additional 700,000 shares of Cumulative Preference Stock but no additional shares of Cumulative Preferred Stock. The Company's capitalization ratios at March 31, were as follows: 1995 1994 Long-term debt 48% 48% Preferred stock 2 2 Common equity 50 50 100% 100% The 1995 and 1994 ratios include $50 million of long-term debt due in less than one year because it was the Company's intention to refinance the debt with long-term securities. SHORT-TERM FINANCING For interim financing, Utilities is authorized by the FERC to issue, through 1996, up to $200 million of short-term notes. In addition to providing for ongoing working capital needs, this availability of short-term financing provides Utilities flexibility in the issuance of long-term securities. At March 31, 1995, Utilities had outstanding short-term borrowings of $43.5 million, including $15.5 million of notes payable to associated companies. Utilities has an agreement, which expires in 1999, with a financial institution to sell, with limited recourse, an undivided fractional interest of up to $65 million in its pool of utility accounts receivable. At March 31, 1995, Utilities had sold $64 million under the agreement. At March 31, 1995, the Company had bank lines of credit aggregating $87.7 million, of which $28 million was being used to support commercial paper (weighted average interest rate of 6.20%) and $7.7 million to support certain pollution control obligations. Commitment fees are paid to maintain these lines and there are no conditions which restrict the unused lines of credit. In addition to the above, Utilities has an uncommitted credit facility with a financial institution whereby it can borrow up to $40 million. Rates are set at the time of borrowing and no fees are paid to maintain this facility. At March 31, 1995, there were no borrowings under this facility. Utilities also has a letter of credit in the amount of $3.4 million supporting two of its variable rate pollution control obligations. ENVIRONMENTAL MATTERS Utilities has been named as a Potentially Responsible Party (PRP) by various federal and state environmental agencies for 28 FMGP sites. Utilities believes that it is not responsible for two of the above sites and there are three other sites for which it may be designated as a PRP in the future. Utilities is working pursuant to the requirements of the various agencies to investigate, mitigate, prevent and remediate, where necessary, damage to property, including damage to natural resources, at and around the sites in order to protect public health and the environment. Utilities has completed the remediation of three sites and is in various stages of the investigation and/or remediation processes for 22 sites. Utilities expects to begin the investigation process in 1995 or 1996 for the other sites. Utilities has recorded environmental liabilities related to the FMGP sites of approximately $31 million (including $4.5 million as current liabilities) at March 31, 1995. These amounts are based upon Utilities' best current estimate of the amount to be incurred for investigation and remediation costs for those sites where the investigation process has been or is substantially completed, and the minimum of the estimated cost range for those sites where the investigation is in its earlier stages or has not started. It is possible that future cost estimates will be greater than the current estimates as the investigation process proceeds and as additional facts become known. Utilities may be required to monitor these sites for a number of years upon completion of remediation, as is the case with the three sites for which remediation has been completed. Utilities has begun pursuing coverage for investigation, mitigation, prevention, remediation and monitoring costs from its insurance carriers and is investigating the potential for third party cost sharing for FMGP investigation and clean-up costs. The amount of shared costs, if any, cannot be reasonably determined and, accordingly, no potential sharing has been recorded at March 31, 1995. Regulatory assets of approximately $31 million, which reflect the future recovery that is being provided through Utilities' rates, have been recorded in the Consolidated Balance Sheets. Considering the rate treatment allowed by the IUB, management believes that the clean-up costs incurred by Utilities for these FMGP sites will not have a material adverse effect on its financial position or results of operations. The Clean Air Act Amendments of 1990 (Act) requires emission reductions of sulfur dioxide and nitrogen oxides to achieve reductions of atmospheric chemicals believed to cause acid rain. The provisions of the Act will be implemented in two phases with Phase I affecting two of Utilities' units beginning in 1995 and Phase II affecting all units beginning in the year 2000. Utilities is in the process of completing the modifications necessary to meet the Phase I requirements and has installed continuous emission monitors on all affected units as required by the Act. Utilities expects to meet the requirements of Phase II by switching to lower sulfur fuels and through capital expenditures primarily related to fuel burning equipment and boiler modifications. Utilities estimates capital expenditures at approximately $22.5 million, including $4.4 million in 1995, in order to meet the requirements of the Act. The National Energy Policy Act of 1992 requires owners of nuclear power plants to pay a special assessment into a "Uranium Enrichment Decontamination and Decommissioning Fund." The assessment is based upon prior nuclear fuel purchases and, for the DAEC, averages $1.4 million annually through 2007, of which Utilities' 70% share is $1.0 million. Utilities is recovering the costs associated with this assessment through its electric fuel adjustment clauses over the period the costs are assessed. Utilities' 70% share of the future assessment, $12.0 million payable through 2007, has been recorded as a liability in the Consolidated Balance Sheets, including $0.8 million included in "Current liabilities - Environmental liabilities," with a related regulatory asset for the unrecovered amount. The Nuclear Waste Policy Act of 1982 assigned responsibility to the U.S. Department of Energy (DOE) to establish a facility for the ultimate disposition of high level waste and spent nuclear fuel and authorized the DOE to enter into contracts with parties for the disposal of such material beginning in January 1998. Utilities entered into such a contract and has made the agreed payments to DOE. The DOE, however, has experienced significant delays in its efforts and material acceptance is now expected to occur no earlier than 2010. Utilities has been storing spent nuclear fuel on-site since plant operations began in 1974 and has current on-site capability to store spent fuel until 2002. Utilities is aggressively reviewing options for additional spent nuclear fuel storage capability, including expanding on- site storage, pursuing other off-site storage and supporting legislation to resolve the lack of progress by the DOE. The Low-Level Radioactive Waste Policy Amendments Act of 1985 mandated that each state must take responsibility for the storage of low-level radioactive waste produced within its borders. The State of Iowa has joined the Midwest Interstate Low-Level Radioactive Waste Compact Commission (Compact), which is planning a storage facility to be located in Ohio to store waste generated by the Compact's six member states. At March 31, 1995, Utilities has prepaid costs of approximately $1 million to the Compact for the building of such a facility. Currently, Utilities is storing its low-level radioactive waste generated at the DAEC on-site until new disposal arrangements are finalized among the Compact members. A Compact disposal facility is anticipated to be in operation in approximately ten years. On-site storage capability currently exists for low-level radioactive waste expected to be generated until the Compact facility is able to accept waste materials. The possibility that exposure to electric and magnetic fields (EMF) emanating from power lines, household appliances and other electric sources may result in adverse health effects has been the subject of increased public, governmental, industry and media attention. A considerable amount of scientific research has been conducted on this topic without definitive results. Research is continuing in order to resolve scientific uncertainties. OTHER MATTERS The National Energy Policy Act of 1992 addresses several matters designed to promote competition in the electric wholesale power generation market, including mandated open access to the electric transmission system and greater encouragement of independent power production and cogeneration. On March 29, 1995, the Federal Energy Regulatory Commission (FERC) issued a Notice of Proposed Rulemaking that makes specific recommendations related to non- discriminatory pricing for open access transmission services and would allow for recovery of certain stranded costs. These are two of the most critical issues relating to the electric utility industry's transition toward fully competitive markets. The Company cannot predict the final regulations that may be adopted. The IUB recently initiated a Notice of Inquiry (Docket No. NOI-95-1) on the subject of "Emerging Competition in the Electric Utility Industry." A one-day roundtable discussion was held to address all forms of competition in the electric utility industry and to assist the IUB in gathering information and perspectives on electric competition from all persons or entities with an interest or stake in the issues. Such discussions are not expected to produce any specific action by the IUB at this time. The Company cannot predict the long-term consequences of these competitive issues on its results of operations or financial condition. The Company's strategy for dealing with these emerging issues includes seeking growth opportunities, continuing to offer quality customer service, on-going cost reductions and productivity enhancements. The Company recently initiated a major project to review and redesign its business processes with the primary goals being reduced operating costs, increased efficiency and enhanced customer service. In March 1995, the FASB issued SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of. This Statement defines the criteria for valuing regulatory assets. The Company does not expect the amount of regulatory assets recorded in the Consolidated Balance Sheets to be affected. The Company expects to adopt this standard on January 1, 1996 and does not expect that adoption will have a material impact on the financial position or results of operations of the Company. PART II. - OTHER INFORMATION Item 1. Legal Proceedings. Reference is made to Notes 2 and 5 of the Notes to Consolidated Financial Statements for a discussion of rate matters and environmental matters, respectively. Item 2. Changes in the Rights of the Company's Security Holders. None. Item 3. Default Upon Senior Securities. None. Item 4. Results of Votes of Security Holders. None. Item 5. Other Information. The Company has calculated the ratio of earnings to fixed charges pursuant to Item 503 of Regulation S-K of the Securities and Exchange Commission as follows: For the twelve months ended: March 31, 1995 2.87 December 31, 1994 3.18 December 31, 1993 3.41 December 31, 1992 2.49 December 31, 1991 2.64 December 31, 1990 2.65 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits - *4(a) Sixty-first Supplemental Indenture, dated as of March 1, 1995, supplementing Utilities' Indenture of Mortgage and Deed of Trust, dated August 1, 1940. *4(b) Third Supplemental Indenture, dated as of March 1, 1995, supplementing Utilities' Indenture of Mortgage and Deed of Trust, dated September 1, 1993. *12 Ratio of Earning to Fixed Charges. *27 Financial Data Schedule. * Exhibits designated by an asterisk are filed herewith. (b) Reports on Form 8-K - Items Financial Date of Reported Statements Report 5, 7 None April 27, 1995 7 Note 1 March 15, 1995 Note 1: The Form 8-K provided the audited financial statements of the Company. 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. IES UTILITIES INC. (Registrant) Date May 12, 1995 By /s/ Dr. Robert J. Latham (Signature) Dr. Robert J. Latham Senior Vice President, Finance By /s/ Richard A. Gabbianelli (Signature) Richard A. Gabbianelli Controller & Chief Accounting Officer