FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ IOWA-ILLINOIS GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Illinois 42-0673189 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 206 East Second Street, Davenport, Iowa 52801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (319) 326-7111 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 and 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 the filing requirements for the past 90 days. Yes X No ____ Common shares outstanding at June 30, 1994 29,501,416 Part I. Quarterly Financial Information IOWA-ILLINOIS GAS AND ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF INCOME Second Quarter Ended Six Months Ended June 30, June 30, 1994 1993 1994 1993 (In thousands, except per share amounts) (Unaudited) OPERATING REVENUES Electric $89,108 $82,919 $173,716 $159,266 Gas 25,324 31,695 125,580 117,217 114,432 114,614 299,296 276,483 OPERATING EXPENSES AND TAXES Operation- Cost of gas sold 13,794 19,754 88,833 81,734 Cost of fuel, energy and capacity 15,668 16,296 35,843 30,958 Other operation 26,872 24,768 54,069 47,567 Maintenance 10,254 8,863 22,282 18,082 Provision for depreciation 15,417 14,550 30,800 29,019 Depreciation and equity funds recovered under Louisa Phase-In Clause - 1,185 - 2,370 Income taxes 6,106 4,569 13,041 12,525 Property and other taxes 8,729 8,021 18,032 17,307 96,840 98,006 262,900 239,562 OPERATING INCOME 17,592 16,608 36,396 36,921 OTHER INCOME InterCoast Energy Company - Oil and gas revenues 15,787 13,981 31,562 25,602 Other income 7,949 6,739 17,574 15,352 Expenses, including interest and provision for income taxes (20,680) (17,431) (42,373) (32,984) Net income of InterCoast Energy Company 3,056 3,289 6,763 7,970 Allowance for equity funds used during construction (145) - 31 - Miscellaneous (480) (213) (147) (613) 2,431 3,076 6,647 7,357 INCOME BEFORE UTILITY INTEREST CHARGES 20,023 19,684 43,043 44,278 UTILITY INTEREST CHARGES Interest on long-term debt 5,925 6,235 11,785 12,471 Other interest expense 252 400 537 795 Allowance for borrowed funds used during construction (365) (296) (580) (584) 5,812 6,339 11,742 12,682 NET INCOME 14,211 13,345 31,301 31,596 PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS 1,204 1,246 2,406 2,500 NET INCOME ON COMMON SHARES $13,007 $12,099 $28,895 $29,096 AVERAGE COMMON SHARES OUTSTANDING 29,394 29,333 29,372 29,331 NET INCOME PER AVERAGE COMMON SHARE OUTSTANDING $0.44 $0.41 $0.98 $0.99 CASH DIVIDENDS DECLARED AND PAID PER COMMON SHARE $0.4325 $0.4325 $0.865 $0.865 <FN> The accompanying notes to consolidated financial statements are an intergral part of these statements. -1- IOWA-ILLINOIS GAS AND ELECTRIC COMPANY CONSOLIDATED BALANCE SHEETS 6-30-94 12-31-93 (In thousands, except share amounts) (Unaudited) PROPERTY AND OTHER ASSETS UTILITY PLANT, at original cost Electric $1,294,398 $1,279,700 Gas 269,885 271,342 1,564,283 1,551,042 Less--Accumulated provision for depreciation 626,311 605,708 937,972 945,334 Nuclear fuel, net of accumulated amortization 27,761 25,120 Construction work in progress 35,189 22,791 1,000,922 993,245 CURRENT ASSETS Cash and cash equivalents 13,268 17,844 Accounts receivable, less reserves of $ 1,161 and $1,165 36,534 43,389 Accrued unbilled revenues 16,239 22,182 Inventories 30,978 35,597 Deferred gas expense 50 5,794 Other 15,327 18,246 112,396 143,052 INVESTMENTS InterCoast Energy Company 528,250 501,829 Nuclear decommissioning trust fund 44,977 39,470 Corporate-owned life insurance 12,853 12,836 586,080 554,135 OTHER ASSETS Regulatory assets 95,697 92,828 Other 10,624 10,303 106,321 103,131 1,805,719 1,793,563 CAPITALIZATION AND LIABILITIES CAPITALIZATION COMMON SHAREHOLDERS' EQUITY Common shares--authorized 80,000,000 shares--outstanding 29,501,416 and 29,352,173 shares stated at 283,091 280,009 Retained earnings 222,845 219,371 Other (1,837) 32 504,099 499,412 PREFERRED SHARES--authorized 400,000 shares, cumulative --outstanding 198,288 shares not subject to mandatory redemption 19,829 19,829 PREFERENCE SHARES--authorized 2,386,250 shares, cumulative --outstanding 500,000 shares subject to mandatory redemption 50,000 50,000 LONG-TERM DEBT First Mortgage Bonds 323,685 323,625 Pollution Control Obligations 48,133 48,275 InterCoast Energy Company 261,500 242,500 633,318 614,400 TOTAL CAPITALIZATION 1,207,246 1,183,641 CURRENT LIABILITIES Notes payable 31,500 31,000 Debt redeemable within one year 59,145 59,232 Accounts payable 31,955 44,847 Accrued taxes 24,227 24,913 Accrued interest 11,490 11,413 Accrued gas expense 10,296 11,745 Other 13,373 18,322 181,986 201,472 OTHER LIABILITIES Capital lease obligations 9,791 10,036 Accumulated provision for nuclear decommissioning 44,977 39,470 Other 42,833 42,984 97,601 92,490 ACCUMULATED DEFERRED INCOME TAXES 278,611 274,605 ACCUMULATED DEFERRED INVESTMENT TAX CREDITS 40,275 41,355 $1,805,719 $1,793,563 <FN> The accompanying notes to consolidated financial statements are an integral part of these statements. -2- IOWA-ILLINOIS GAS AND ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 1994 1993 (In thousands) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income $31,301 $31,596 Adjustments to reconcile net income to net cash from operating activities - Depreciation 32,800 31,341 Depletion 8,688 6,156 Depreciation and equity funds recovered under Louisa Phase-In Clause - 2,370 Nuclear fuel amortization 3,651 4,175 Deferred income taxes, net 4,786 6,493 Tax credits, net (1,080) (1,127) Net gain on disposition of securities (2,264) (1,781) Allowance for equity funds used during construction (31) - Changes in current assets and liabilities Accounts receivable 6,855 9,187 Accrued unbilled revenues 5,943 6,861 Inventories 4,619 4,854 Deferred and accrued gas expense 4,295 7,803 Accounts payable (12,992) (3,145) Accrued taxes (686) (2,059) Other current assets and liabilities (1,797) (9,981) Energy-efficiency program cost deferrals, net (3,651) (3,284) Other (3,329) (2,180) Net cash from operating activities 77,108 87,279 CASH FLOWS FROM INVESTING ACTIVITIES Utility plant expenditures (32,660) (27,746) Nuclear fuel expenditures (6,292) (5,596) Allowance for equity funds used during construction 31 - Nuclear decommissioning trust fund (4,472) (4,052) Oil and gas investments (17,233) (14,449) Purchase of investments (32,080) (50,078) Sale of investments 13,819 24,066 Other 2,706 1,262 Net cash from investing activities (76,181) (76,593) CASH FLOWS FROM FINANCING ACTIVITIES Common shares issued 3,094 - Preference shares redeemed - (575) Long-term debt issued - 75,865 Long-term debt retired (232) (78,143) Long-term borrowings of InterCoast Energy Company - Increase in unsecured revolving credit facility 19,000 13,300 Increase in short-term borrowings 500 3,500 Dividends paid (27,834) (27,879) Issuance expense (31) (944) Net cash from financing activities (5,503) (14,876) NET DECREASE IN CASH AND CASH EQUIVALENTS (4,576) (4,190) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 17,844 20,827 CASH AND CASH EQUIVALENTS AT END OF PERIOD $13,268 $16,637 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the periods for - Interest (net of amounts capitalized) $24,323 $25,679 Income taxes 10,509 9,312 <FN> The accompanying notes to consolidated financial statements are an integral part of these statements. -3- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (a) The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The statements reflect all adjustments which are, in the Company's opinion, necessary for a fair statement of the results for the periods presented. 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. However, the Company believes that the disclosures are adequate to make the information presented not misleading. Certain 1993 amounts have been reclassified to conform to the current year presentation. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in the latest annual report on Form 10-K. (b) On May 3, 1993, the Company filed revised electric rates with the Iowa Utilities Board (IUB) designed to increase annual electric revenues by approximately $13.5 million (7.5%) and to provide for any increase in the federal corporate income tax rate ultimately enacted. A temporary annual rate increase of $6.8 million (3.8%) was implemented July 26, 1993. Final rates at the $6.8 million increase level became effective April 15, 1994. (c) In April 1992, the Federal Energy Regulatory Commission (FERC) issued Order No. 636, directing a restructuring by interstate pipeline companies for their natural gas sales and transportation services. The FERC Order contemplated that transitional gas supply realignment costs related to this restructuring may be billed by interstate pipelines to their customers. The amount of transition costs which the FERC may ultimately authorize the pipelines to bill the Company is estimated to be $35 to $50 million. The Illinois Commerce Commission has allowed the Company to include provisions for such costs in its customer billings. Rehearing was granted to two intervenors and additional information was received. The two intervenors filed a petition for interlocutory review which was denied. Provisions for such costs are also being included in customer billings in Iowa. (d) The allowance for funds used during construction (AFUDC) includes the costs of equity and borrowed funds used to finance construction which are capitalized in accordance with rules prescribed by the Federal Energy Regulatory Commission (FERC). The FERC's Uniform System of Accounts defines AFUDC as the net cost of borrowed funds used for construction and a reasonable rate to reflect the costs of other funds so used. In the first six months of 1994 and 1993, AFUDC rates were 4.3% and 3.5%, respectively, compounded semi-annually. Under FERC rules, if average short-term debt outstanding exceeds construction work in progress (CWIP), all CWIP is assumed to have been financed with short-term debt. This was the condition in 1993. While currently capitalized AFUDC does not represent a current source of cash, it does represent a basis for future sources of cash through the inclusion in rates of depreciation charges and allowance for returns on investment. (e) On January 1, 1994, the Company adopted Statement of Financial Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115). Under this statement, InterCoast Energy Company (InterCoast), the Company's wholly owned non-regulated subsidiary, investments in debt and marketable equity securities are reported at fair value with net unrealized gains and losses reported as a net of tax amount in a separate component of shareholders' equity until realized. The adoption of SFAS 115 did not have a material effect on financial position or results of operations. (f) The Company is investigating five properties currently owned by the Company which were, at one time, sites of gas manufacturing plants. The purpose of these investigations is to determine whether waste materials are present, whether such materials constitute an environmental or health risk, and whether the Company has any responsibility for remedial action. One site is located in Illinois and four sites are located in Iowa. With regard to the Illinois property, the Company has signed a working agreement with the Illinois Environmental Protection Agency to perform further investigation to determine whether waste materials are present and, if so, whether such materials constitute an environmental or health risk. At June 30, 1994, an estimated liability of $3.3 million has been recorded for litigation, investigation and remediation related to the Illinois site. A regulatory asset has been recorded reflecting anticipated cost recovery through rates in Illinois. With regard to the Iowa sites, no agreement or consent order has been negotiated to perform any site investigations or remediation. The Company has recorded a $4 million estimated liability for the Iowa sites. A regulatory asset has been recorded based on the current regulatory treatment of comparable costs in Iowa. The estimated recorded liabilities for these properties are based upon preliminary data. Thus, actual costs could vary significantly from the estimates. In addition, insurance recoveries for some or all of the costs may be possible, but the liabilities recorded have not been reduced by any estimate of such recoveries. Although the timing of incurred costs, recoveries and the inclusion of provision for such costs in rates may affect the results of operations in individual periods, management believes that the outcome of these issues will not have a material adverse effect on the Company's financial position or results of operations. Clean Air Act legislation was signed into law in November 1990. The Company has four jointly and one wholly owned coal- fired generating stations which represent approximately 65% of the Company's electric generating capability. Each of these facilities will be impacted to varying degrees by the legislation. Only one unit at the wholly owned generating station, representing approximately 10% of the Company's electric generating capability, will be impacted by the emission reduction requirements effective in 1995. Beginning in 1995, this unit will be required to hold allowances, issued by the federal government, in order to emit sulfur dioxide. The compliance strategy for this unit includes modifications to allow for burning low sulfur coal, modifications for nitrogen oxide control and installation of a new emission monitoring system. The Company's remaining construction expenditures relative to this work are estimated to be $5.4 million. The four generating stations not affected until 2000 already burn low sulfur coal, so additional capital costs will not be incurred for sulfur dioxide emission reduction requirements. Beginning in 2000, these stations will be required to hold allowances, issued by the federal government, in order to emit sulfur dioxide. Installation of low nitrogen oxide burners is required at one of these facilities and existing emission monitoring systems at all four facilities will require upgrading. The Company's remaining construction cost for this work is estimated to be $2.1 million. It is anticipated that any costs incurred by the Company to comply with the Clean Air Act legislation would be included in the cost of service on which the Company's rates for utility service are based. (g) Expenses of InterCoast include interest expense as follows: June 30, 1994 1993 Three Months Ended. . . .$ 6,417,000 $ 6,009,000 Six Months Ended. . . . .$12,658,000 $11,934,000 (h) On July 27, 1994, the Company and Midwest Resources Inc. announced a strategic "merger of equals" to form MidAmerican Energy Company. Under the proposed merger, MidAmerican Energy Company will be structured as a utility with the Company, Midwest Resources Inc. and Midwest Power Systems Inc. being merged into the new company. MidAmerican will be the largest electric and gas utility operating in Iowa with combined revenues of approximately $1.8 billion, combined assets of approximately $4.4 billion and total capitalization of approximately $2.7 billion. Midwest's common shareholders will receive one share of MidAmerican for each Midwest share and the Company's shareholders will receive 1.47 shares of MidAmerican for each Company share. The boards of directors anticipate that MidAmerican will initially have an indicated annual common stock dividend of $1.20 per share. The merger is subject to approval by the shareholders of the Company and Midwest Resources Inc. and the following regulatory agencies: the FERC, and the state regulators in Iowa, Illinois and South Dakota. Completion of the merger is expected in the second half of 1995. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Operating Revenues Electric revenues increased in the second quarter and first six months of 1994 compared to the corresponding periods in 1993 primarily due to higher rates, increased sales for resale and increased retail unit sales. These increases were partially offset by lower fuel and energy cost billings to retail customers. A temporary annual electric rate increase in Iowa of $6.8 million was implemented July 26, 1993. Final rates at the $6.8 million increase level became effective April 15, 1994. On July 28, 1993, an annual electric rate increase in Illinois of $9.6 million became effective following ICC approval. On January 15, 1994, an additional electric increase of $230,000 related to the increase in the federal corporate income tax rate became effective on rehearing. Also on rehearing, the ICC approved a rate rider which permits the Company to recover costs of investigation, remediation and litigation relating to former manufactured gas plant sites. In addition, on January 1, 1994, nuclear decommissioning costs included in Illinois customer billings through a rate rider were increased by $1.2 million annually. The previously mentioned rate increases were partially offset by $1.7 million and $3.2 million decreases in revenues for the second quarter and first six months of 1994, respectively, reflecting the expiration of the Company's Louisa Phase-In Clause on June 30, 1993. Increased revenues collected through rate riders relating to former manufactured gas plant sites and nuclear decommissioning and the decreased revenues from expiration of the Louisa Phase-In Clause will not affect net income due to a corresponding increase or decrease in costs. Increased retail unit sales reflect warmer weather and increases in industrial usage in the second quarter of 1994 compared to the second quarter of 1993. As noted above, the increases in electric revenues were partially offset by decreased fuel and energy cost billings to retail customers. Variations in fuel and energy cost billings reflect corresponding changes in fuel and purchased energy costs and, thus, do not affect net income. The changes in electric revenues are shown below: Revenue Increase (Decrease) from Prior Period Second Quarter 1994 Six Months June 1994 to Second Quarter 1993 to Six Months June 1993 (In thousands) Change in Retail Fuel and Energy Adjustment Clause Billings $ (2,200) $ (500) Change in Retail Unit Sales 3,800 3,800 Change in Sales for Resale 800 4,700 Change Due to the Effect of Higher Rates 3,700 6,400 $ 6,100 $ 14,400 Gas revenues decreased in the second quarter of 1994 compared to the second quarter of 1993. The principal factors contributing to the decrease were lower purchased gas cost billings and decreased sales volumes reflecting temperatures which were 17% warmer than the second quarter of 1993 (when measured by heating degree days). Variations in purchased gas cost billings reflect corresponding changes in cost of gas sold and, thus, do not affect net income. Partially offsetting these decreases were higher rates. Gas revenues increased in the first six months of 1994 compared to the first six months of 1993. The principal factors contributing to the increase were higher purchased gas cost billings, increased sales volumes reflecting temperatures which were slightly colder than the first six months of 1993 and higher rates. Variations in purchased gas cost billings reflect corresponding changes in cost of gas sold and, thus, do not affect net income. On July 28, 1993, an annual gas rate increase in Illinois of $2 million became effective following ICC approval. On January 15, 1994, an additional gas increase of $49,000 related to the increase in the federal corporate income tax rate became effective on rehearing. As noted previously, also on rehearing, the ICC approved a rate rider which permits the Company to recover costs of investigation, remediation and litigation relating to former manufactured gas plant sites. The changes in gas revenue are shown below: Revenue Increase (Decrease) from Prior Period Second Quarter 1994 Six Months June 1994 to Second Quarter 1993 to Six Months June 1993 (In thousands) Change in Purchased Gas Adjustment Clause Billings $(3,500) $ 6,000 Change in Unit Sales (3,000) 1,600 Change Due to the Effect of Higher Rates 200 800 $(6,300) $ 8,400 Operation Cost of gas sold decreased in the second quarter of 1994 compared to the second quarter of 1993 primarily due to lower gas purchases reflecting warmer temperatures in the second quarter of 1994. Cost of gas sold increased in the first six months of 1994 compared to the first six months of 1993 primarily due to increased purchased gas costs from suppliers and higher gas purchases reflecting slightly colder temperatures in the first six months of 1994. Changes in the cost of electric fuel, energy and capacity reflect fluctuations in generation mix, fuel cost and energy and capacity purchases. Decreased fuel, energy and capacity costs in the second quarter of 1994 compared to the second quarter of 1993 are primarily due to decreased average unit fuel and energy costs partially offset by increased total sales. Increased fuel, energy and capacity costs in the first six months of 1994 compared to the first six months of 1993 are primarily due to increased average unit fuel and energy costs and increased total sales. Other operation and maintenance increased in the second quarter and first six months of 1994 compared to the corresponding periods in 1993 primarily due to increased costs at the Quad-Cities Nuclear Power Station. Depreciation and Equity Funds Recovered Under Louisa Phase-In Clause The decrease in the amount recovered under the Louisa Phase- In Clause in the second quarter and first six months of 1994 compared to the corresponding periods in 1993 reflects the expiration of the Louisa Phase-In Clause on June 30, 1993. Oil and Gas Revenues of InterCoast Energy Company Oil and gas revenues of InterCoast increased in the second quarter of 1994 compared to the second quarter of 1993 primarily due to higher production volumes, partially offset by lower oil and gas prices. Oil and gas revenues of InterCoast increased in the first six months of 1994 compared to the first six months of 1993 primarily due to higher production volumes and higher gas prices, partially offset by lower oil prices. Other Income of InterCoast Energy Company Other income of InterCoast increased in the second quarter of 1994 compared to the second quarter of 1993 primarily due to increased gains on the disposition of direct holdings in common stock. Other income of InterCoast increased in the first six months of 1994 compared to the first six months of 1993 primarily due to greater income from special purpose funds. Expenses of InterCoast Energy Company Expenses of InterCoast increased in the second quarter and first six months of 1994 compared to the corresponding periods in 1993 primarily due to greater oil and gas expenses. Other Matters On July 27, 1994, the Company and Midwest Resources Inc. announced a strategic "merger of equals" to form MidAmerican Energy Company. Under the proposed merger, MidAmerican Energy Company will be structured as a utility with the Company, Midwest Resources Inc. and Midwest Power Systems Inc. being merged into the new company. MidAmerican will be the largest electric and gas utility operating in Iowa with combined revenues of approximately $1.8 billion, combined assets of approximately $4.4 billion and total capitalization of approximately $2.7 billion. Midwest's common shareholders will receive one share of MidAmerican for each Midwest share and the Company's shareholders will receive 1.47 shares of MidAmerican for each Company share. The boards of directors anticipate that MidAmerican will initially have an indicated annual common stock dividend of $1.20 per share. The merger is subject to approval by the shareholders of the Company and Midwest Resources Inc. and the following regulatory agencies: the FERC, and the state regulators in Iowa, Illinois and South Dakota. Completion of the merger is expected in the second half of 1995. LIQUIDITY AND CAPITAL RESOURCES The Company's current utility construction program forecast calls for expenditures of $87.6 million in 1994. Approximately 65% of these expenditures are expected to be met from cash generated from operations. The Company's utility capital requirements for the years 1994-1998 include budgeted construction expenditures of $319.6 million, expected contributions to nuclear decommissioning trust funds of $45.7 million and maturities, sinking funds and redemptions related to long-term debt of $98.2 million. At June 30, 1994 and December 31, 1993, the Company had $31.5 million and $31 million, respectively, of outstanding short-term commercial paper notes. In April 1992, the FERC issued Order No. 636, directing a restructuring by interstate pipeline companies for their natural gas sales and transportation services. The FERC Order contemplated that transitional gas supply realignment costs related to this restructuring may be billed by interstate pipelines to their customers. The amount of transition costs which the FERC may ultimately authorize the pipelines to bill the Company is estimated to be $35 to $50 million. The ICC has allowed the Company to include provisions for such costs in its customer billings. Rehearing was granted to two intervenors and additional information was received. The two intervenors filed a petition for interlocutory review which was denied. Provisions for such costs are also being included in customer billings in Iowa. The Company is investigating five properties currently owned by the Company which were, at one time, sites of gas manufacturing plants. The purpose of these investigations is to determine whether waste materials are present, whether such materials constitute an environmental or health risk, and whether the Company has any responsibility for remedial action. One site is located in Illinois and four sites are located in Iowa. With regard to the Illinois property, the Company has signed a working agreement with the Illinois Environmental Protection Agency to perform further investigation to determine whether waste materials are present and, if so, whether such materials constitute an environmental or health risk. At June 30, 1994, an estimated liability of $3.3 million has been recorded for litigation, investigation and remediation related to the Illinois site. A regulatory asset has been recorded reflecting anticipated cost recovery through rates in Illinois. With regard to the Iowa sites, no agreement or consent order has been negotiated to perform any site investigations or remediation. The Company has recorded a $4 million estimated liability for the Iowa sites. A regulatory asset has been recorded based on the current regulatory treatment of comparable costs in Iowa. The estimated recorded liabilities for these properties are based upon preliminary data. Thus, actual costs could vary significantly from the estimates. In addition, insurance recoveries for some or all of the costs may be possible, but the liabilities recorded have not been reduced by any estimate of such recoveries. Although the timing of incurred costs, recoveries and the inclusion of provision for such costs in rates may affect the results of operations in individual periods, management believes that the outcome of these issues will not have a material adverse effect on the Company's financial position or results of operations. Clean Air Act legislation was signed into law in November 1990. The Company has four jointly and one wholly owned coal- fired generating stations which represent approximately 65% of the Company's electric generating capability. Each of these facilities will be impacted to varying degrees by the legislation. Only one unit at the wholly owned generating station, representing approximately 10% of the Company's electric generating capability, will be impacted by the emission reduction requirements effective in 1995. Beginning in 1995, this unit will be required to hold allowances, issued by the federal government, in order to emit sulfur dioxide. The compliance strategy for this unit includes modifications to allow for burning low sulfur coal, modifications for nitrogen oxide control and installation of a new emission monitoring system. The Company's remaining construction expenditures relative to this work are estimated to be $5.4 million. The four generating stations not affected until 2000 already burn low sulfur coal, so additional capital costs will not be incurred for sulfur dioxide emission reduction requirements. Beginning in 2000, these stations will be required to hold allowances, issued by the federal government, in order to emit sulfur dioxide. Installation of low nitrogen oxide burners is required at one of these facilities and existing emission monitoring systems at all four facilities will require upgrading. The Company's remaining construction cost for this work is estimated to be $2.1 million. It is anticipated that any costs incurred by the Company to comply with the Clean Air Act legislation would be included in the cost of service on which the Company's rates for utility service are based. The forecasted 1994 capital expenditures for InterCoast are approximately $82.6 million. Actual expenditures are dependent on overall InterCoast performance and general market conditions. InterCoast's aggregate amounts of maturities and cash sinking fund requirements for long-term debt outstanding at June 30, 1994 are $59 million for 1994 and $275.5 million for the years 1994-1998. Amounts due in 1994 are expected to be refinanced with debt instruments and operating cash flow. In January 1994, InterCoast renegotiated its unsecured revolving credit facility agreement. The renegotiation increased the amount of capital available from $65 million to $110 million. The amended credit agreement matures February 14, 1996. Borrowings under this agreement may be on a fixed rate, floating rate or competitive bid rate basis. All such borrowings are without recourse to the parent Company. Borrowings at June 30, 1994 were $63.5 million at a weighted average interest cost of 5.1%. Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders of the Company held on April 28, 1994, ten directors were elected by cumulative voting to hold office until the next Annual Meeting and until their successors shall have been duly elected and qualified. The name of each nominee elected as a director and the number of votes cast for or withheld from voting for such nominee, in accordance with applicable cumulative voting procedures, is set forth below: Nominee Votes For Votes Withheld* Stanley J. Bright 24,752,146 378,099 John W. Colloton 24,608,124 378,099 Lance E. Cooper 24,757,931 378,099 Frank S. Cottrell 24,728,501 378,099 William C. Fletcher 24,590,239 378,099 Mel Foster, Jr. 24,633,346 378,099 Nancy L. Seifert 24,716,513 378,099 Stephen E. Shelton 24,749,855 378,099 W. Scott Tinsman 24,747,374 378,099 Leonard L. Woodruff 24,754,502 378,099 * The number shown is equal to the number of shares as to which authority to vote was withheld as to all nominees. Such number excludes shares as to which authority to vote was withheld as to one or more (but less than all) nominees. Under cumulative voting, the votes of the shares withheld from one or more nominees were distributed by the proxyholders among the other nominees. Certain proxies marked by hand to "abstain" from voting were treated as withholding authority to vote for any nominee. There were no broker non-votes for directors. Also at the Annual Meeting, shareholders adopted an amendment to the First Restated Articles of Incorporation, limiting each director's monetary liability to the Company and its shareholders arising from a breach of the director's fiduciary duty, as permitted by recent changes to Illinois law. The votes cast related to this amendment were as follows: Number of Votes For 22,948,331 Against 1,572,343 Abstain 576,525 Broker non-votes 2,144,837 Finally, at the Annual Meeting, shareholders adopted the 1994 Key Employee Sustained Performance Plan, a long-term incentive plan for Senior Officers of the Company, under which the Company may issue from time to time up to 100,000 of its common shares to participants in the Plan. The votes cast related to this plan were as follows: Number of Votes For 21,478,565 Against 2,989,653 Abstain 627,918 Broker non-votes 2,144,837 Item 5. Other Events Rate Matters See Note (b) to the Consolidated Financial Statements contained in Part I of this Form 10-Q for a discussion of an Iowa electric rate filing. Federal Gas Transition Costs See Note (c) to the Consolidated Financial Statements contained in Part I of this Form 10-Q for a discussion of federal gas transition costs related to Federal Energy Regulatory Commission Order No. 636. Environmental Matters See Note (f) to the Consolidated Financial Statements contained in Part I of this Form 10-Q for a discussion related to manufactured gas plant sites and Clean Air Act legislation. Merger Announced See Note (h) to the Consolidated Financial Statements contained in Part I of this Form 10-Q for a discussion related to the announced merger of the Company, Midwest Resources Inc. and Midwest Power Systems Inc. into a new utility, MidAmerican Energy Company. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 3.A - Article Eleven of the First Restated Articles of Incorporation of Iowa-Illinois Gas and Electric Company as amended (b) Reports on Form 8-K A report on Form 8-K dated July 29, 1994 was filed. The report included under "Item 5 Other Events" and "Item 7 Financial Statements and Exhibits" information related to the merger of the Company, Midwest Resources Inc. and Midwest Power Systems Inc. with and into MidAmerican Energy 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. Iowa-Illinois Gas and Electric Company (Registrant) Date: August 3, 1994 By L. E. Cooper L. E. Cooper Vice President-Finance (Chief Financial Officer) Date: August 3, 1994 By K. M. Giger K. M. Giger Secretary and Treasurer