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 September 30, 1996 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________________ to ________________ Commission file number 1-9779 NIPSCO Industries, Inc. (Exact name of registrant as specified in its charter) Indiana 35-1719974 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5265 Hohman Avenue, Hammond, Indiana 46320-1775 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (219) 853-5200 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 -------- -------- As of October 31, 1996, 60,566,493 common shares were outstanding. NIPSCO INDUSTRIES, INC. Part I. FINANCIAL INFORMATION Item I. FINANCIAL STATEMENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Board of Directors of NIPSCO Industries, Inc.: We have audited the accompanying consolidated balance sheet of NIPSCO Industries, Inc. (an Indiana corporation) and subsidiaries as of September 30, 1996, and December 31, 1995, and the related consolidated statements of income, common shareholders' equity and cash flows for the three, nine, and twelve month periods ended September 30, 1996 and 1995. These consolidated financial statements are the responsibility of Industries' management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NIPSCO Industries, Inc. and subsidiaries as of September 30, 1996, and December 31, 1995, and the results of their operations and their cash flows for the three, nine, and twelve month periods ended September 30, 1996 and 1995, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Chicago, Illinois October 23, 1996 CONSOLIDATED BALANCE SHEET September 30, December 31, ASSETS 1996 1995 ============= ============ (Dollars in thousands) UTILITY PLANT, AT ORIGINAL COST (INCLUDING CONSTRUCTION WORK IN PROGRESS OF $144,091 AND $145,129, RESPECTIVELY) (Note 2): Electric $ 4,006,616 $ 3,935,103 Gas 1,334,794 1,301,687 Common 350,079 350,168 ------------ ------------ 5,691,489 5,586,958 Less - Accumulated provision for depreciation and amortization 2,523,681 2,373,694 ------------ ------------ Total Utility Plant 3,167,808 3,213,264 ------------ ------------ OTHER PROPERTY AND INVESTMENTS: Other property, at cost, less accumulated provision for depreciation 142,333 136,006 Investments, at equity (Note 2) 53,550 47,565 Investments, at cost (Note 2) 29,542 22,899 Other investments 18,889 17,315 ------------ ------------ Total Other Property and Investments 244,314 223,785 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents 62,905 28,496 Accounts receivable, less reserve of $7,131 and $7,264,respectively (Note 2) 59,599 108,998 Fuel adjustment clause (Note 2) 9,807 10,301 Gas cost adjustment clause (Note 2) 59,709 1,423 Materials and supplies, at average cost 59,798 65,044 Electric production fuel, at average cost 31,198 14,258 Natural gas in storage, (Note 2) 82,553 60,884 Prepayments and other 48,493 27,177 ------------ ------------ Total Current Assets 414,062 316,581 ------------ ------------ OTHER ASSETS: Regulatory assets (Note 2) 213,527 212,491 Deferred charges and other noncurrent assets 72,220 33,399 ------------ ------------ Total Other Assets 285,747 245,890 ------------ ------------ $ 4,111,931 $ 3,999,520 ============ ============ <FN> The accompanying notes to consolidated financial statements are an integral part of this statement. CONSOLIDATED BALANCE SHEET September 30, December 31, CAPITALIZATION AND LIABILITIES 1996 1995 ============ ============ (Dollars in thousands) CAPITALIZATION: Common shareholders' equity (See accompanying statement) $ 1,112,942 $ 1,122,215 Cumulative preferred stocks (Note 10) - Northern Indiana Public Service Company: Series without mandatory redemption provisions (Note 11) 81,129 81,325 Series with mandatory redemption provisions (Note 12) 61,801 63,651 NIPSCO Industries Inc.: Series with mandatory redemption provisions (Note 12) 0 35,000 Long-term debt excluding amounts due within one year (Note 16) 1,190,684 1,175,728 ------------ ------------ Total Capitalization 2,446,556 2,477,919 ------------ ------------ CURRENT LIABILITIES: Current portion of long-term debt (Note 17) 76,384 96,855 Short-term borrowings (Note 18) 415,026 260,671 Accounts payable 146,144 151,691 Sinking funds due within one year (Notes 12 and 16) 3,078 2,621 Dividends declared on common and preferred stocks 26,843 28,179 Customer deposits 14,880 11,361 Taxes accrued 32,821 28,952 Interest accrued 18,126 8,439 Accrued employment costs 38,463 46,695 Other accruals 22,721 33,753 ------------ ------------ Total Current Liabilities 794,486 669,217 ------------ ------------ OTHER: Deferred income taxes (Note 7) 603,782 596,940 Deferred investment tax credits, being amortized over life of related property (Note 7) 110,344 115,666 Deferred credits 46,166 45,126 Accrued liability for postretirement benefits (Note 9) 99,772 75,012 Other noncurrent liabilities 10,825 19,640 ------------ ------------ Total Other 870,889 852,384 ------------ ------------ COMMITMENTS AND CONTINGENCIES (Notes 3, 4, 5, 6, 19, and 20) $ 4,111,931 $ 3,999,520 ============ ============ <FN> The accompanying notes to consolidated financial statements are an integral part of this statement. CONSOLIDATED STATEMENT OF INCOME Three Months Nine Months Ended September 30, Ended September 30, ---------------------- ---------------------- 1996 1995 1996 1995 ========== ========== ========== ========== (Dollars in thousands, except for per share amounts) Operating Revenues: (Notes 2, 5, and 22) Gas $ 79,498 $ 73,648 $ 527,840 $ 473,117 Electric 276,776 296,731 769,432 780,222 ---------- ---------- ---------- ---------- 356,274 370,379 1,297,272 1,253,339 ---------- ---------- ---------- ---------- Cost of Energy: (Note 2) Gas costs 42,784 38,201 309,480 275,559 Fuel for electric generation 62,346 69,612 172,732 179,309 Power purchased 15,356 13,126 41,639 35,259 ---------- ---------- ---------- ---------- 120,486 120,939 523,851 490,127 ---------- ---------- ---------- ---------- Operating Margin 235,788 249,440 773,421 763,212 ---------- ---------- ---------- ---------- Operating Expenses and Taxes (except income): Operation 71,910 73,790 223,185 215,467 Maintenance (Note 2) 17,019 18,916 54,510 58,966 Depreciation and amortization (Note 2) 55,044 50,685 162,747 149,550 Taxes (except income) 16,955 17,420 55,087 54,989 ---------- ---------- ---------- ---------- 160,928 160,811 495,529 478,972 ---------- ---------- ---------- ---------- Operating Income Before Utility Income Taxes 74,860 88,629 277,892 284,240 ---------- ---------- ---------- ---------- Utility Income Taxes (Note 7) 17,961 24,706 75,489 81,054 ---------- ---------- ---------- ---------- Operating Income 56,899 63,923 202,403 203,186 ---------- ---------- ---------- ---------- Other Income (Deductions) (Note 2) 6,741 (1,246) 8,694 (2,220) ---------- ---------- ---------- ---------- Income Before Interest and Other Charges 63,640 62,677 211,097 200,966 ---------- ---------- ---------- ---------- Interest and Other Charges: Interest on long-term debt 21,166 21,061 64,534 62,170 Other interest 5,038 2,457 11,956 8,957 Allowance for borrowed funds used during construction and carrying charges (Note 2) (290) (580) (737) (3,871) Amortization of premium, reacquisition premium, discount and expense on debt, net 1,142 1,150 3,468 3,252 Dividend requirements on preferred stocks of subsidiary 2,174 2,231 6,551 6,821 ---------- ---------- ---------- ---------- 29,230 26,319 85,772 77,329 ---------- ---------- ---------- ---------- Net Income 34,410 36,358 125,325 123,637 Dividend requirements on preferred shares 0 766 119 2,297 ---------- ---------- ---------- ---------- Balance available for common shareholders $ 34,410 $ 35,592 $ 125,206 $ 121,340 ========== ========== ========== ========== Average common shares outstanding 61,061,196 63,031,729 61,451,974 63,532,590 Earnings per average common share $ 0.56 $ 0.56 $ 2.03 $ 1.90 ========== ========== ========== ========== Dividends declared per common share $ 0.42 $ 0.39 $ 1.26 $ 1.17 ========== ========== ========== ========== Twelve Months Ended September 30, ---------------------- 1996 1995 ========== ========== (Dollars in thousands, except for per share amounts) Operating Revenues: (Notes 2, 5, and 22) Gas $ 746,125 $ 662,010 Electric 1,020,133 1,019,572 ---------- ---------- 1,766,258 1,681,582 ---------- ---------- Cost of Energy: (Note 2) Gas costs 433,034 387,544 Fuel for electric generation 235,760 241,505 Power purchased 50,061 39,777 ---------- ---------- 718,855 668,826 ---------- ---------- Operating Margin 1,047,403 1,012,756 ---------- ---------- Operating Expenses and Taxes (except income): Operation 298,669 284,313 Maintenance (Note 2) 73,837 78,989 Depreciation and amortization (Note 2) 214,334 199,014 Taxes (except income) 73,550 72,350 ---------- ---------- 660,390 634,666 ---------- ---------- Operating Income Before Utility Income Taxes 387,013 378,090 ---------- ---------- Utility Income Taxes (Note 7) 102,884 106,258 ---------- ---------- Operating Income 284,129 271,832 ---------- ---------- Other Income (Deductions) (Note 2) 6,673 2,924 ---------- ---------- Income Before Interest and Other Charges 290,802 274,756 ---------- ---------- Interest and Other Charges: Interest on long-term debt 85,019 81,273 Other interest 15,780 12,861 Allowance for borrowed funds used during construction and carrying charges (Note 2) (544) (5,376) Amortization of premium, reacquisition premium, discount and expense on debt, net 4,618 4,310 Dividend requirements on preferred stocks of subsidiary 8,776 9,118 ---------- ---------- 113,649 102,186 ---------- ---------- Net Income 177,153 172,570 Dividend requirements on preferred shares 885 3,063 ---------- ---------- Balance available for common shareholders $ 176,268 $ 169,507 ========== ========== Average common shares outstanding 61,724,244 63,655,520 Earnings per average common share $ 2.85 $ 2.66 ========== ========== Dividends declared per common share $ 1.68 $ 1.56 ========== ========== <FN> The accompanying notes to consolidated financial statements are an integral part of this statement. CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS' EQUITY Dollars in Thousands ----------------------------------------------------- Additional Common Paid-in Retained Three Months Ended Total Shares Capital Earnings ======================== =========== =========== =========== =========== Balance, July 1, 1995 $ 1,116,208 $ 870,930 $ 31,950 $ 482,823 Net income 36,358 36,358 Dividends: Preferred shares (766) (766) Common shares (24,474) (24,474) Treasury shares acquired (11,854) Issued: Employee stock purchase plan 299 159 Long-term incentive plan 725 Amortization of unearned compensation 574 Other 112 93 (65) ----------- ----------- ----------- ----------- Balance, September 30, 1995 $ 1,117,182 $ 870,930 $ 32,202 $ 493,876 =========== =========== =========== =========== Balance, July 1, 1996 $ 1,116,228 $ 870,930 $ 32,674 $ 558,076 Net income 34,410 34,410 Dividends: Common shares (25,561) (25,561) Treasury shares acquired (13,904) Issued: Employee stock purchase plan 166 100 Long-term incentive plan 704 Amortization of unearned compensation 560 Unrealized gain on available for sale securities 230 Other 109 (22) ----------- ----------- ----------- ----------- Balance, September 30, 1996 $ 1,112,942 $ 870,930 $ 32,774 $ 566,903 =========== =========== =========== =========== Dollars in Thousands Shares --------------------------------------- ----------- Currency Three Months Ended Treasury Translation Common (continued) Shares Adjustment Other Shares ======================== =========== =========== =========== =========== Balance, July 1, 1995 $ (260,485) $ (1,481) $ (7,529) 73,892,109 Net income Dividends: Preferred shares Common shares Treasury shares acquired (11,854) Issued: Employee stock purchase plan 140 Long-term incentive plan 725 Amortization of unearned compensation 574 Other 84 ----------- ----------- ----------- ----------- Balance, September 30, 1995 $ (271,474) $ (1,397) $ (6,955) 73,892,109 =========== =========== =========== =========== Balance, July 1, 1996 $ (339,673) $ (1,991) $ (3,788) 73,892,109 Net income Dividends: Common shares Treasury shares acquired (13,904) Issued: Employee stock purchase plan 66 Long-term incentive plan 704 Amortization of unearned compensation 560 Unrealized gain on available for sale securities 230 Other 131 ----------- ----------- ----------- ----------- Balance, September 30, 1996 $ (352,807) $ (1,860) $ (2,998) 73,892,109 =========== =========== =========== =========== Shares ----------- Three Months Ended Treasury (continued) Shares ======================== =========== Balance, July 1, 1995 (10,627,573) Net income Dividends: Common shares Treasury shares acquired (363,407) Issued: Employee stock purchase plan 8,791 Long-term incentive plan 29,000 Amortization of unearned compensation Other ----------- Balance, September 30, 1995 (10,953,189) =========== Balance, July 1, 1996 (12,737,360) Net income Dividends: Common shares Treasury shares acquired (377,024) Issued: Employee stock purchase plan 4,118 Long-term incentive plan 26,100 Amortization of unearned compensation Unrealized gain on available for sale securities Other ------------ Balance, September 30, 1996 (13,084,166) ============ Dollars in Thousands ---------------------------------------------------- Additional Common Paid-in Retained Nine Months Ended Total Shares Capital Earning ======================== =========== =========== =========== =========== Balance, January 1, 1995 $ 1,107,848 $ 870,930 $ 29,657 $ 446,928 Net income 123,637 123,637 Dividends: Preferred shares (2,297) (2,297) Common shares (74,131) (74,131) Treasury shares acquired (44,093) Issued: Employee stock purchase plan 604 301 Long-term incentive plan 3,442 1,654 Amortization of unearned compensation 1,736 Other 436 590 (261) ----------- ----------- ----------- ----------- Balance, September 30, 1995 $ 1,117,182 $ 870,930 $ 32,202 $ 493,876 =========== =========== =========== =========== Balance, January 1, 1996 $ 1,122,215 $ 870,930 $ 32,210 $ 518,837 Net income 125,325 125,325 Dividends: Preferred shares (119) (119) Common shares (77,039) (77,039) Treasury shares acquired (61,940) Issued: Employee stock purchase plan 615 361 Long-term incentive plan 1,714 184 Amortization of unearned compensation 1,748 Unrealized gain on available for sale securities 435 Other (12) 19 (101) ----------- ----------- ----------- ----------- Balance, September 30, 1996 $ 1,112,942 $ 870,930 $ 32,774 $ 566,903 =========== =========== =========== =========== Dollars in Thousands Shares --------------------------------------- ----------- Currency Nine Months Ended Treasury Translation Common (continued) Shares Adjustment Other Shares ======================== =========== =========== =========== =========== Balance, January 1, 1995 $ (237,193) $ (1,504) $ (970) 73,892,109 Net income Dividends: Preferred shares Common shares Treasury shares acquired (44,093) Issued: Employee stock purchase plan 303 Long-term incentive plan 9,509 (7,721) Amortization of unearned compensation 1,736 Other 107 ----------- ----------- ----------- ----------- Balance, September 30, 1995 $ (271,474) $ (1,397) $ (6,955) 73,892,109 =========== =========== =========== =========== Balance, January 1, 1996 $ (293,223) $ (1,930) $ (4,609) 73,892,109 Net income Dividends: Preferred shares Common shares Treasury shares acquired (61,940) Issued: Employee stock purchase plan 254 Long-term incentive plan 2,102 (572) Amortization of unearned compensation 1,748 Unrealized gain on available for sale securities 435 Other 70 ----------- ----------- ----------- ----------- Balance, September 30, 1996 $ (352,807) $ (1,860) $ (2,998) 73,892,109 =========== =========== =========== =========== Shares ----------- Nine Months Ended Treasury (continued) Shares ======================== =========== Balance, January 1, 1995 (9,986,720) Net income Dividends: Preferred shares Common shares Treasury shares acquired (1,366,741) Issued: Employee stock purchase plan 19,022 Long-term incentive plan 381,250 Amortization of unearned compensation Other ----------- Balance, September 30, 1995 (10,953,189) =========== Balance, January 1, 1996 (11,512,513) Net income Dividends: Preferred shares Common shares Treasury shares acquired (1,666,768) Issued: Employee stock purchase plan 15,965 Long-term incentive plan 79,150 Amortization of unearned compensation Unrealized gain on available for sale securities Other ----------- Balance, September 30, 1996 (13,084,166) =========== Dollars in Thousands ------------------------------------------------------ Additional Common Paid-in Retained Twelve Months Ended Total Shares Capital Earnings ======================== =========== =========== =========== =========== Balance, October 1, 1994 $ 1,089,838 $ 870,930 $ 28,317 $ 423,667 Net income 172,570 172,570 Dividends: Preferred shares (3,063) (3,063) Common shares (99,021) (99,021) Treasury shares acquired (51,677) Issued: Employee stock purchase plan 604 301 Long-term incentive plan 3,748 1,656 Amortization of unearned compensation 1,929 Other 2,254 1,928 (277) ----------- ----------- ---------- ----------- Balance, September 30, 1995 $ 1,117,182 $ 870,930 $ 32,202 $ 493,876 ----------- ----------- ---------- ----------- Net income 177,153 177,153 Dividends: Preferred shares (885) (885) Common shares (103,140) (103,140) Treasury shares acquired (87,030) Issued: Employee stock purchase plan 615 361 Long-term incentive plan 5,057 186 Amortization of unearned compensation 2,425 Unrealized gain on available for sale securities 2,104 Other (539) 25 (101) ----------- ----------- ---------- ----------- Balance, September 30, 1996 $ 1,112,942 $ 870,930 $ 32,774 $ 566,903 =========== =========== ========== =========== Dollars in Thousands Shares -------------------------------------- ----------- Currency Twelve Months Ended Treasury Translation Common (continued) Shares Adjustment Other Shares ======================== =========== =========== ========== =========== Balance, October 1, 1994 $ (229,913) $ (2,000) $ (1,163) 73,892,109 Net income Dividends: Preferred shares Common shares Treasury shares acquired (51,677) Issued: Employee stock purchase plan 303 Long-term incentive plan 9,813 (7,721) Amortization of unearned compensation 1,929 Other 603 ----------- ----------- ---------- ----------- Balance, September 30, 1995 $ (271,474) $ (1,397) $ (6,955) 73,892,109 ----------- ----------- ---------- ----------- Net income Dividends: Preferred shares Common shares Treasury shares acquired (87,030) Issued: Employee stock purchase plan 254 Long-term incentive plan 5,443 (572) Amortization of unearned compensation 2,425 Unrealized gain on available for sale securities 2,104 Other (463) ----------- ----------- ---------- ----------- Balance, September 30, 1996 $ (352,807) $ (1,860) $ (2,998) 73,892,109 =========== =========== ========== =========== Shares ----------- Twelve Months Ended Treasury (continued) Shares ======================== =========== Balance, October 1, 1994 (9,728,999) Net income Dividends: Preferred shares Common shares Treasury shares acquired (1,637,162) Issued: Employee stock purchase plan 19,022 Long-term incentive plan 393,950 Amortization of unearned compensation Other ----------- Balance, September 30, 1995 (10,953,189) ----------- Net income Dividends: Preferred shares Common shares Treasury shares acquired (2,357,692) Issued: Employee stock purchase plan 15,965 Long-term incentive plan 210,750 Amortization of unearned compensation Unrealized gain on available for sale securities Other ----------- Balance, September 30, 1996 (13,084,166) =========== <FN> The accompanying notes to consolidated financial statements are an integral part of this statement. CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended September 30, ----------------------- 1996 1995 ========= ========= (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 34,410 $ 36,358 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH: Depreciation and amortization 55,044 50,685 Deferred federal and state operating income taxes, net 1,998 4,254 Deferred investment tax credits, net (1,984) (1,869) Advance contract payment 475 0 Change in certain assets and liabilities - Accounts receivable, net 20,234 9,215 Electric production fuel (301) 2,915 Materials and supplies 2,168 2,380 Natural gas in storage (53,023) (35,734) Accounts payable (10,235) 248 Taxes accrued (22,354) (20,383) Fuel adjustment clause 1,816 (5,763) Gas cost adjustment clause (10,763) (6,114) Accrued employment costs 797 858 Other accruals (2,265) 574 Other, net 41,088 18,496 --------- --------- Net cash provided by operating activities 57,105 56,120 --------- --------- CASH FLOWS USED IN INVESTING ACTIVITIES: Utility construction expenditures (44,506) (38,731) Construction expenditures related to Crossroads Pipeline Company (1,007) (1,548) Other, net (8,491) (12,076) --------- --------- Net cash used in investing activities (54,004) (52,355) --------- --------- CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: Issuance of long-term debt 0 7,715 Issuance of short-term debt 519,050 68,797 Net change in commercial paper 3,500 42,900 Retirement of long-term debt (80,434) (97,706) Retirement of short-term debt (374,350) (16,732) Retirement of preferred shares (600) (1,008) Issuance of common shares 853 1,024 Acquisition of treasury shares (13,904) (11,854) Cash dividends paid on common shares (25,692) (24,550) Cash dividends paid on preferred shares 0 (2,619) Other, net 121 96 --------- --------- Net cash provided by (used in) financing activities 28,544 (33,937) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 31,645 (30,172) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 31,260 48,670 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 62,905 $ 18,498 ========= ========= Nine Months Ended September 30, ----------------------- 1996 1995 ========= ========= (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 125,325 $ 123,637 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH: Depreciation and amortization 162,747 149,550 Deferred federal and state operating income taxes, net 14,939 (17,700) Deferred investment tax credits, net (5,322) (5,605) Advance contract payment (17,575) 0 Change in certain assets and liabilities - Accounts receivable, net 49,399 31,108 Electric production fuel (16,940) 1,544 Materials and supplies 5,246 (1,099) Natural gas in storage (21,669) 3,730 Accounts payable (5,547) (43,673) Taxes accrued (16,174) 9,586 Fuel adjustment clause 494 (7,069) Gas cost adjustment clause (58,286) 55,009 Accrued employment costs (8,232) (2,297) Other accruals (11,032) 29,144 Other, net 18,401 24,602 --------- --------- Net cash provided by operating activities 215,774 350,467 --------- --------- CASH FLOWS USED IN INVESTING ACTIVITIES: Utility construction expenditures (124,664) (135,215) Construction expenditures related to Crossroads Pipeline Company (1,371) (2,480) Other, net (23,060) (20,511) --------- --------- Net cash used in investing activities (149,095) (158,206) --------- --------- CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: Issuance of long-term debt 77,450 181,689 Issuance of short-term debt 1,117,458 476,936 Net change in commercial paper 58,500 (120,100) Retirement of long-term debt (89,171) (123,662) Retirement of short-term debt (1,022,385) (504,324) Retirement of preferred shares (37,046) (6,339) Issuance of common shares 2,267 3,852 Acquisition of treasury shares (61,940) (44,093) Cash dividends paid on common shares (77,685) (74,572) Cash dividends paid on preferred shares (119) (4,150) Other, net 401 559 --------- --------- Net cash provided by (used in) financing activities (32,270) (214,204) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 34,409 (21,943) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 28,496 40,441 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 62,905 $ 18,498 ========= ========= Twelve Months Ended September 30, ----------------------- 1996 1995 ========= ========= (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 177,153 $ 172,570 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH: Depreciation and amortization 214,334 199,014 Deferred federal and state operating income taxes, net 29,958 (21,284) Deferred investment tax credits, net (7,232) (7,433) Advance contract payment (17,575) 0 Change in certain assets and liabilities - Accounts receivable, net (15,814) (12,007) Electric production fuel (14,395) 3,794 Materials and supplies 6,731 1,329 Natural gas in storage (8,489) 12,898 Accounts payable 31,105 (33,428) Taxes accrued (34,962) 36,965 Fuel adjustment clause (1,124) (3,795) Gas cost adjustment clause (88,746) 8,535 Accrued employment costs (3,051) 758 Other accruals (17,453) 25,095 Other, net 6,359 18,911 --------- --------- Net cash provided by operating activities 256,799 401,922 --------- --------- CASH FLOWS USED IN INVESTING ACTIVITIES: Utility construction expenditures (179,203) (181,143) Construction expenditures related to Crossroads Pipeline Company (2,103) (3,153) Other, net (54,298) (25,198) --------- --------- Net cash used in investing activities (235,604) (209,494) --------- --------- CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: Issuance of long-term debt 75,316 190,418 Issuance of short-term debt 1,931,495 755,736 Net change in commercial paper 94,000 (96,700) Retirement of long-term debt (87,614) (84,143) Retirement of short-term debt (1,770,311) (811,910) Retirement of preferred shares (37,802) (14,484) Issuance of common shares 5,804 4,158 Acquisition of treasury shares (87,030) (51,677) Cash dividends paid on common shares (102,156) (97,637) Cash dividends paid on preferred shares 968 (4,916) Other, net 542 478 --------- --------- Net cash provided by (used in) financing activities 23,212 (210,677) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 44,407 (18,249) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 18,498 36,747 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 62,905 $ 18,498 ========= ========= <FN> The accompanying notes to consolidated financial statements are an integral part of this statement. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) HOLDING COMPANY STRUCTURE: NIPSCO Industries, Inc. (Industries) is an Indiana corporation serving as the holding company for a number of subsidiaries, including four regulated companies: Northern Indiana Public Service Company (Northern Indiana); Kokomo Gas and Fuel Company (Kokomo Gas); Northern Indiana Fuel and Light Company, Inc. (NIFL); and Crossroads Pipeline Company (Crossroads). Northern Indiana is a public utility operating company supplying natural gas and electric energy to the public. Kokomo Gas and NIFL are public utility operating companies supplying natural gas to the public, and Crossroads is an interstate natural gas transmission company. Industries' major non-utility subsidiaries include NIPSCO Development Company, Inc. (Development); NIPSCO Energy Services, Inc. (Services); Primary Energy, Inc. (Primary); and NIPSCO Capital Markets, Inc. (Capital Markets). Development makes various investments, including real estate and venture capital investments. Services coordinates the energy-related diversification ventures of Industries. Primary arranges energy-related projects with large industrial customers. Capital Markets handles financing for Industries and its subsidiaries, other than Northern Indiana. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION. The consolidated financial statements include the accounts of Industries; its regulated subsidiaries Northern Indiana, Kokomo Gas, NIFL and Crossroads (Utilities); and all non-utility subsidiaries. Investments for which Industries has at least a 20% interest and certain joint ventures are accounted for under the equity method of accounting. Investments with less than a 20% interest are accounted for under the cost method of accounting. The operating results of the non-utility subsidiaries, as well as the non-operating results of the Utilities, are included under the caption "Other Income (Deductions)" in the Consolidated Statement of Income. Interest on long-term debt, other interest, and amortization of debt discount and expense are reflected as a component of "Interest and Other Charges." All significant intercompany items have been eliminated in consolidation. Certain reclassifications were made to conform the prior years' financial statements to the current presentation. USE OF ESTIMATES. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. OPERATING REVENUES. Revenues are recorded based on estimated service rendered, but are billed to customers monthly on a cycle basis. DEPRECIATION AND MAINTENANCE. Northern Indiana provides depreciation on a straight-line method over the remaining service lives of the electric, gas, and common properties. The provisions, as a percentage of the cost of depreciable utility plant, were approximately 4.3%, 4.2%, and 4.2% for the three-month, nine-month, and twelve-month periods ended September 30, 1996, respectively; and 4.0%, 4.1%, and 4.1% for the three-month, nine-month, and twelve-month periods ended September 30, 1995. The depreciation rates for electric and gas properties were 3.55% and 4.92%, respectively. Kokomo Gas provides depreciation on the original cost of utility plant in service using straight-line rates that averaged approximately 3.1% for the three-month, nine-month, and twelve-month periods ended September 30, 1996; and 3.2% for the three-month, nine-month, and twelve-month periods ended September 30, 1995. NIFL provides depreciation on the original cost of utility plant in service using straight-line rates that averaged approximately 2.75% for the three-month, nine-month, and twelve-month periods ended September 30, 1996 and September 30, 1995. Crossroads provides depreciation on the original cost of utility plant in service using straight-line rates that averaged approximately 2.5% for the three-month, nine-month, and twelve-month periods ended September 30, 1996 and September 30, 1995. The Utilities follow the practice of charging maintenance and repairs, including the cost of renewals of minor items of property, to maintenance expense accounts, except for repairs of transportation and service equipment which are charged to clearing accounts and redistributed to operating expense and other accounts. When property which represents a retirement unit is replaced or removed, the cost of such property is credited to utility plant, and such cost, together with the cost of removal less salvage, is charged to the accumulated provision for depreciation. AMORTIZATION OF SOFTWARE COSTS. Northern Indiana amortizes capitalized software costs using the straight-line method based on estimated economic lives. PLANT ACQUISITION ADJUSTMENTS. Industries' costs in excess of the underlying book values of the acquired NIFL and Kokomo Gas subsidiaries have been recorded as plant acquisition adjustments which are being amortized over forty-year periods from their respective dates of acquisition. COAL RESERVES. Northern Indiana has a long-term mining contract to mine its coal reserves through the year 2001. The costs of these reserves are being recovered through the rate-making process as such coal reserves are used to produce electricity. OIL AND NATURAL GAS ACCOUNTING. NIPSCO Fuel Company, Inc., a wholly-owned subsidiary of Services, uses the full-cost method of accounting for its oil and natural gas production activities. Under this method, all costs incurred in the acquisition, exploration, and development of oil and natural gas properties are capitalized and amortized on the units-of-production basis. POWER PURCHASED. Power purchases and net interchange power with other electric utilities under interconnection agreements are included in Cost of Energy under the caption "Power purchased." ACCOUNTS RECEIVABLE. At September 30, 1996, Northern Indiana had sold $100 million of its accounts receivable under a sales agreement which expires May 31, 1997. STATEMENT OF CASH FLOWS. For the purposes of the Consolidated Statement of Cash Flows, Industries considers temporary cash investments with an original maturity of three months or less to be cash equivalents. Cash paid during the periods reported for income taxes and interest was as follows: Three Months Nine Months Twelve Months Ended September 30, Ended September 30, Ended September 30, ------------------- ------------------- ------------------- 1996 1995 1996 1995 1996 1995 ======== ======== ======== ======== ======== ======== (Dollars in thousands) Income taxes $ 20,047 $ 30,500 $ 75,795 $ 80,100 $113,635 $104,989 Interest, net of amounts capitalized $ 15,141 $ 15,375 $ 56,089 $ 56,307 $ 89,103 $ 81,208 FUEL ADJUSTMENT CLAUSE. All metered electric rates contain a provision for adjustment in charges for electric energy to reflect increases and decreases in the cost of fuel and the fuel cost of purchased power through operation of a fuel adjustment clause. As prescribed by order of the Indiana Utility Regulatory Commission (Commission) applicable to metered retail rates, the adjustment factor has been calculated based on the estimated cost of fuel and the fuel cost of purchased power in a future three-month period. If two statutory requirements relating to expense and return levels are satisfied, any under-recovery or over-recovery caused by variances between estimated and actual cost in a given three-month period will be included in a future filing. Northern Indiana records any under-recovery or over-recovery as a current asset or current liability until such time as it is billed or refunded to its customers. The fuel adjustment factor is subject to a quarterly hearing by the Commission and remains in effect for a three-month period. GAS COST ADJUSTMENT CLAUSE. All metered gas rates contain an adjustment factor which reflects the cost of purchased gas, contracted gas storage, and storage transportation charges. The Utilities record any under-recovery or over-recovery as a current asset or current liability until such time as it is billed or refunded to their customers. The gas cost adjustment factor for Northern Indiana is subject to a quarterly hearing by the Commission and remains in effect for a three-month period. The gas cost adjustment factors for Kokomo Gas and NIFL are subject to semi-annual hearings by the Commission and remain in effect for a six-month period. If the statutory requirement relating to the level of return is satisfied, any under-recovery or over- recovery caused by variances between estimated and actual cost in a given three-month or six-month period will be included in a future filing. See Note 5, FERC Order No. 636 for a discussion of gas transition cost charges. NATURAL GAS IN STORAGE. Northern Indiana's natural gas in storage is valued using the last-in, first-out (LIFO) inventory methodology. Based on the average cost of gas purchased in September 1996 and December 1995 the estimated replacement cost of gas in storage (current and non-current) at September 30, 1996 and December 31, 1995 exceeded the stated LIFO cost by approximately $20 million and $30 million, respectively. Certain other subsidiaries of Industries have natural gas in storage valued at average cost. HEDGING ACTIVITIES. Industries' gas subsidiaries use commodity futures contracts, options and swap (derivative financial instruments) to hedge the impact of natural gas price fluctuations related to its business activities. Gains and losses on these derivative financial instruments are deferred and recognized in income concurrent with the related purchases and sales of natural gas. As of September 30, 1996, Industries had open derivative financial instruments representing hedges of natural gas sales of 4.4 billion cubic feet (Bcf) and natural gas purchases of 3.1 Bcf. The deferred gain on these derivative financial instruments totalled $0.6 million. This gain will be included in the margin on the related natural gas transactions. REGULATORY ASSETS. The Utilities' operations are subject to the regulation of the Commission and the Federal Energy Regulatory Commission (FERC). Accordingly, the Utilities' accounting policies are subject to the provisions of Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation." The Utilities monitor changes in market and regulatory conditions and the resulting impact of such changes in order to continue to apply the provisions of SFAS No. 71 to some or all of its operations. The regulatory assets identified below represent probable future revenue to the Utilities associated with certain incurred costs as these costs are recovered through the rate-making process. If a portion of the Utilities' operations becomes no longer subject to the provisions of SFAS No. 71, a write-off of certain of the regulatory assets identified below might be required. Regulatory assets were comprised of the following items and were reflected in the Consolidated Balance Sheet as follows: September 30, December 31, 1996 1995 ============= ============ (Dollars in thousands) Unamortized reacquisition premium on debt (Note 16) $ 51,140 $ 53,776 Unamortized R.M. Schahfer Unit 17 and Unit 18 carrying charges and deferred depreciation (See below) 71,818 74,981 Bailly scrubber carrying charges and deferred depreciation (See below) 11,050 11,517 Deferral of SFAS No. 106 expense not recovered (Note 9) 82,327 64,834 FERC Order No. 636 transition costs (Note 5) 31,579 25,038 ------------- ------------ 247,914 230,146 Less: Current portion of regulatory assets 34,387 17,655 ------------- ------------ $ 213,527 $ 212,491 ============= ============ In March 1995, the Financial Accounting Standards Board issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This statement imposes stricter criteria for retention of regulatory assets by requiring that such assets be probable of future recovery at each balance sheet date. The Utilities adopted this standard on January 1, 1996, and adoption did not impact their financial position or results of operations. CARRYING CHARGES AND DEFERRED DEPRECIATION. Upon completion of R. M. Schahfer Units 17 and 18, Northern Indiana capitalized the carrying charges and deferred depreciation in accordance with orders of the Commission until the cost of each unit was allowed in rates. Such carrying charges and deferred depreciation are being amortized over the remaining life of each unit. Northern Indiana has capitalized carrying charges and deferred depreciation and certain operating expenses relating to its scrubber service agreement for its Bailly Generating Station in accordance with an order of the Commission. Pursuant to such order, capitalization of carrying charges and deferral of depreciation and certain operating expenses ceased on December 31, 1995. The accumulated balance of the deferred costs and related carrying charges is being amortized over the remaining life of the scrubber service agreement. ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION. Allowance for funds used during construction (AFUDC) is charged to construction work in progress during the period of construction and represents the net cost of borrowed funds used for construction purposes and a reasonable rate upon other (equity) funds. Under established regulatory rate practices, after the construction project is placed in service, Northern Indiana is permitted to include in the rates charged for utility services (a) a fair return on and (b) depreciation of such AFUDC included in plant in service. At January 1, 1994, a pre-tax rate of 5.0% for all construction was being used; effective January 1, 1995 the rate increased to 6.0%; and for 1996 the rate remained at 6.0%. FOREIGN CURRENCY TRANSLATION. Translation gains or losses are based upon the end-of-period exchange rate and are recorded as a separate component of common shareholders' equity. INVESTMENTS IN REAL ESTATE. Development has invested in a series of affordable housing projects in the Utilities' service territory. These investments include certain tax benefits, including low-income housing tax credits and tax deductions for operating losses of the housing projects. Development accounts for these investments using the equity method. Investments, at equity, include $24.2 million and $21.9 million relating to affordable housing projects at September 30, 1996 and December 31, 1995, respectively. INCOME TAXES. Deferred income taxes are recognized as costs in the rate-making process by the commissions having jurisdiction over the rates charged by the Utilities. Deferred income taxes are provided as a result of provisions in the income tax law that either require or permit certain items to be reported on the income tax return in a different period than they are reported in the financial statements. These taxes are reversed by a debit or credit to deferred income tax expense as the temporary differences reverse. Investment tax credits have been deferred and are being amortized to income over the life of the related property. (3) PENDING TAX MATTER: On August 1, 1991, the Internal Revenue Service (IRS) issued a notice of deficiency for Northern Indiana's taxes for the years 1982 through 1985 ($3,785,250 per year plus interest) relating to interest payments on $70 million of 17-1/4% Notes issued in 1981 by Northern Indiana's former foreign subsidiary, Northern Indiana Public Service Finance N.V. (Finance). The IRS believes that interest paid on the Notes should have been subject to United States tax withholding. The Notes were redeemed in 1985 and Finance was subsequently liquidated. On October 25, 1991, Northern Indiana challenged the assessment in the United States Tax Court (Tax Court) and the matter was tried in 1994. On November 6, 1995, the Tax Court ruled in favor of Northern Indiana, finding that the interest paid on the Notes was not subject to United States tax withholding. On March 13, 1996, the IRS appealed the Tax Court's decision to the U. S. Court of Appeals for the Seventh Circuit, and on March 25, 1996 Northern Indiana filed its cross appeal. Northern Indiana's management and general counsel believe the ruling of the Tax Court will prevail. (4) ELM ENERGY AND RECYCLING (UK) LTD.: Development, a wholly-owned subsidiary of Industries, is a 95% shareholder in Elm Energy and Recycling (UK) Ltd. (Elm), which owns and operates a tire-fueled electric generating plant in Wolverhampton, England (Project), that began operating in late 1993. In 1992, Elm entered into a contract with TBV Power Limited (TBV), a company jointly owned by affiliates of the Tarmac PLC Group and Black & Veatch, for the design, construction, and commissioning of the Project. Pursuant to that contract and other agreements between Elm and TBV, TBV committed to complete certain work and pass certain performance and reliability tests for the Project no later than June 30, 1995, which would have allowed the independent Project engineer to issue an Acceptance and Completion Certificate by that date. On July 3, 1995, the Project engineer notified TBV that an Acceptance and Completion Certificate had not been issued as of June 30, 1995. Elm then notified TBV that it was rejecting the Project in accordance with the terms of the contract between it and TBV. As a result, on July 3, 1995 Barclays Bank, as agent for the banks which had provided financing for the Project, issued a notice of an event of default to Elm. On July 4, 1995, the Project engineer notified TBV that, in accordance with the contract between Elm and TBV, all monies previously paid by Elm to TBV (29.6 million Pounds Sterling) were to be reimbursed by TBV to Elm. The certificate issued by the Project engineer was adjudicated under a procedure provided in the construction contract, and the adjudicator confirmed the full 29.6 million Pounds Sterling as owing to Elm. TBV has filed suit in the English courts to enjoin enforcement of the adjudicator's decision, to challenge again the Project engineer's decision and to allege breaches of the underlying construction contract and misrepresentations by Elm. Elm has counterclaimed and is aggressively pursuing its remedies. Elm and Development are also seeking additional remedies at law, in both the United States and the United Kingdom, for further damages and/or sanctions against TBV and/or Tarmac PLC Group and Black & Veatch. In response to the claims brought by Elm and Development in the United States, Black & Veatch has brought a counterclaim against Elm and Development alleging breach of contract, negligence, misrepresentation and promissory estoppel. Development believes that the claims made against it and Elm are meritless and that its remedies, in conjunction with Elm's rights under the construction contract, will be sufficient to mitigate any losses which Elm and/or Development may otherwise incur as a result of TBV's failure to complete the Project in accordance with the contract. Development believes that it and Elm have sustainable and adequate remedies under the construction contract such that rejection will not have a material adverse effect on Industries. Elm is continuing to operate the plant. The banks which provided the financing for the plant are continuing to support its operations and to provide working capital under an uncommitted loan facility which is repayable on demand or, in any event, May 31, 1997 (unless extended). However, because of the ongoing defaults under the Project financing and the demand nature of the uncommitted working capital loan facility, the banks have the right to ask that the operation of the plant be terminated and the assets sold. In that event, some or all of Industries' investments in Elm may be at risk. Industries' investments in Elm were approximately $12.4 million at September 30, 1996. (5) FERC ORDER NO. 636. Pursuant to FERC Order No. 636, interstate pipeline sales services have been "unbundled" such that gas supplies are being sold separately from interstate transportation services. The Utilities have contracted for a mix of transportation and storage services from their pipeline suppliers which allows them to meet the needs of their customers. Pipelines are recovering, from their customers, certain transition costs associated with restructuring under the Order No. 636 regulation. Any such recovery is subject to established review procedures at the FERC. The Utilities expect that the total transition costs from all suppliers will approximate $139 million; however, the ultimate level of costs will depend on future events, including the market price of natural gas. Approximately $106 million of such costs have been recorded, a portion of which has been paid to the pipeline suppliers, subject to refund. The Commission has approved the recovery of these FERC-allowed transition costs on a volumetric basis from sales and transportation customers. Regulatory assets, in amounts corresponding to the costs recorded but not yet collected, have been recorded to reflect the ultimate recovery of these costs. (6) ENVIRONMENTAL MATTERS: The Utilities have an ongoing program to remain aware of laws and regulations involved with hazardous waste and other environmental matters. It is the Utilities' intent to continue to evaluate their facilities and properties with respect to these rules and identify any sites that would require corrective action. The Utilities have recorded a reserve of $8.4 million to cover probable corrective actions as of September 30, 1996; however, environmental regulations and remediation techniques are subject to future change. The ultimate cost could be significant, depending on the extent of corrective actions required. Based upon investigations and management's understanding of current laws and regulations, the Utilities believe that any corrective actions required, after consideration of insurance coverages and contributions from other potentially responsible parties, will not have a significant impact on the financial position or results of operations of Industries. Because of major investments made in modern environmental control facilities and the use of low-sulfur coal, all of Northern Indiana's electric production facilities now comply with the sulfur dioxide limitations contained in the acid deposition provisions of the Clean Air Act Amendments of 1990 (CAAA). Northern Indiana estimates that total costs of compliance with the CAAA sulfur dioxide regulations will impact electric rates by less than 5% in the future. The CAAA contain provisions that could lead to limitations on emissions of nitrogen oxides and hazardous air pollutants which may require significant capital expenditures for control of these emissions. Northern Indiana is pursuing a nitrogen oxide control program to meet future requirements. Northern Indiana cannot predict the costs of complying with CAAA requirements, but Northern Indiana believes that any such mandated costs would be recoverable through the rate-making process. The Environmental Protection Agency (EPA) has notified Northern Indiana that it is a "potentially responsible party" (PRP) under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) and may be required to share in the cost of cleanup of several waste disposal sites identified by the EPA. The sites are in various stages of investigation, analysis and remediation. At each of the sites, Northern Indiana is one of several PRPs, and it is expected that remedial costs, as provided under CERCLA, will be shared among them. At some sites Northern Indiana and/or the other named PRPs are presently working with the EPA to clean up the sites and avoid the imposition of fines or added costs. The Utilities have instituted a program to investigate former manufactured-gas plants where one of them is the current or former owner. The Utilities have identified twenty-seven of these sites and made visual inspections of these sites. Initial samplings have been conducted at seventeen sites. Follow-up investigations have been conducted at five sites and potential remedial measures are being evaluated. The Utilities will continue their program to assess sites. During the follow-up investigation of the former manufactured-gas plant in Elkhart, Indiana, Northern Indiana noted the presence of hydrocarbons in the Elkhart River. Northern Indiana reported this finding to the Indiana Department of Environmental Management (IDEM) and the EPA. Northern Indiana has placed the Elkhart site in the IDEM Voluntary Remediation Program (VRP). The goal of placing the site in the VRP is to obtain IDEM approval of the determination and subsequent implementation of what remedial measures, if any, may be needed. Northern Indiana was notified by the IDEM of the release of a petroleum substance into the St. Mary's River in Fort Wayne, Indiana, from the site of a former manufactured-gas plant formerly owned by Northern Indiana. In cooperation with IDEM, Northern Indiana has taken steps to investigate and contain the substance. Northern Indiana has remediated parts of the Fort Wayne site. The remainder of the site is being evaluated to determine what further remedial measures, if any, may be needed. During the course of investigation activities, Northern Indiana noted the presence of manufactured-gas plant residuals in the St. Mary's River in Fort Wayne, Indiana and the Wabash River in Peru, Indiana. Northern Indiana notified the IDEM and the EPA and immediately took steps to contain the material at both sites. Northern Indiana and Indiana Gas Company, Inc. (Indiana Gas) have entered into an agreement covering cost sharing and management of investigation and remediation programs at five former manufactured-gas plant sites at which both companies or their predecessors were former operators or owners. One of these sites is the Lafayette site which Indiana Gas had previously notified Northern Indiana is being investigated and remediated pursuant to an administrative order with IDEM. Northern Indiana also notified PSI Energy, Inc. that it was a former owner or operator of seven former manufactured-gas plants at which Northern Indiana had conducted or was planning investigation or remediation activities. The Utilities have met with various companies that provided insurance coverage which the Utilities believe covers costs related to actions taken at former manufactured-gas plants. In September 1995, certain insurance companies initiated a suit in Indiana state court against Northern Indiana to deny coverage. Later in September 1995, Northern Indiana filed a more comprehensive suit in Federal Court in Indiana against those insurers and several other insurance companies, seeking coverage for costs associated with several former manufactured-gas plant sites. The state court action is stayed pending resolution of the Northern Indiana suit in Federal Court. The possibility that exposure to electric and magnetic fields emanating from power lines, household appliances, and other electric sources may result in adverse health effects has been the subject of public, governmental, and media attention. A considerable amount of scientific research has been conducted on this topic without definitive results. Research is continuing to resolve scientific uncertainties. (7) INCOME TAXES: Industries uses the liability method of accounting for income taxes under which deferred income taxes are recognized, at currently enacted income tax rates, to reflect the tax effect of temporary differences between the financial statement and tax bases of assets and liabilities. To the extent certain deferred income taxes of the Utilities are recoverable or payable through future rates, regulatory assets and liabilities have been established. Regulatory assets are primarily attributable to undepreciated AFUDC-equity and the cumulative net amount of other income tax timing differences for which deferred taxes had not been provided in the past, when regulators did not recognize such taxes as costs in the rate-making process. Regulatory liabilities are primarily attributable to the Utilities' obligation to credit to ratepayers deferred income taxes provided at rates higher than the current federal tax rate currently being credited to ratepayers using the average rate assumption method and unamortized deferred investment tax credits. The components of the net deferred income tax liability at September 30, 1996 and December 31, 1995 are as follows: September 30, December 31, 1996 1995 ============= ============ (Dollars in thousands) Deferred tax liabilities - Accelerated depreciation and other property differences $ 717,801 $ 706,715 AFUDC-equity 38,389 40,083 Adjustment clauses 25,772 4,613 Take-or-pay gas costs 985 1,550 Other regulatory assets 31,893 28,930 Reacquisition premium on debt 19,398 20,397 Deferred tax assets - Deferred investment tax credits (41,835) (43,854) Removal costs (123,858) (118,064) FERC Order No. 636 transition costs (2,501) (4,400) Other postretirement/postemployment benefits (40,755) (32,512) Other, net (7,521) (12,575) ------------- ------------ 617,768 590,883 Less: Deferred income taxes related to current assets and liabilities 13,986 (6,057) ------------- ------------ Deferred income taxes - noncurrent $ 603,782 $ 596,940 ============= ============ Federal and state income taxes as set forth in the Consolidated Statement of Income are comprised of the following: Three Months Nine Months Ended September 30, Ended September 30, -------------------- -------------------- 1996 1995 1996 1995 ========= ========= ========= ========= (Dollars in thousands) Current income taxes - Federal $ 15,362 $ 19,344 $ 56,767 $ 90,919 State 2,585 2,977 9,105 13,440 --------- --------- --------- --------- 17,947 22,321 65,872 104,359 --------- --------- --------- --------- Deferred income taxes, net - Federal 1,767 3,876 13,557 (16,482) State 231 378 1,382 (1,218) --------- --------- --------- --------- 1,998 4,254 14,939 (17,700) --------- --------- --------- --------- Deferred investment tax credits, net (1,984) (1,869) (5,322) (5,605) --------- --------- --------- --------- Total utility operating income taxes 17,961 24,706 75,489 81,054 Income tax applicable to non- operating activities and income of non-utility subsidiaries 2,116 (1,008) 40 (6,021) --------- --------- --------- --------- Total income taxes $ 20,077 $ 23,698 $ 75,529 $ 75,033 ========= ========= ========= ========= Twelve Months Ended September 30, -------------------- 1996 1995 ========= ========= (Dollars in thousands) Current income taxes - Federal $ 69,072 $ 117,456 State 11,086 17,519 --------- --------- 80,158 134,975 --------- --------- Deferred income taxes, net - Federal 27,395 (19,809) State 2,563 (1,475) --------- --------- 29,958 (21,284) --------- --------- Deferred investment tax credits, net (7,232) (7,433) --------- --------- Total utility operating income taxes 102,884 106,258 Income tax applicable to non- operating activities and income of non-utility subsidiaries (3,189) (17,577) --------- --------- Total income taxes $ 99,695 $ 88,681 ========= ========= A reconciliation of total tax expense to an amount computed by applying the statutory federal income tax rate to pre-tax income is as follows: Three Months Nine Months Ended September 30, Ended September 30, -------------------- -------------------- 1996 1995 1996 1995 ========= ========= ========= ========= (Dollars in thousands) Net income $ 34,410 $ 36,358 $ 125,325 $ 123,637 Add-Income taxes 20,077 23,698 75,529 75,033 Dividend requirements on preferred stocks of subsidiary 2,174 2,231 6,551 6,821 --------- --------- --------- --------- Income before preferred dividend requirements of subsidiary and income taxes $ 56,661 $ 62,287 $ 207,405 $ 205,491 ========= ========= ========= ========= Amount derived by multiplying pre-tax income by the statutory rate $ 19,832 $ 21,801 $ 72,592 $ 71,922 Reconciling items multiplied by the statutory rate: Book depreciation over related tax depreciation 1,007 1,005 3,020 3,014 Amortization of deferred investment tax credits (1,984) (1,869) (5,322) (5,605) State income taxes, net of federal income tax benefit 1,946 2,269 7,337 7,218 Fair market value of property donated in excess of book value 0 0 0 0 Reversal of deferred taxes provided at rates in excess of the current federal income tax rate (1,409) (1,360) (4,228) (4,079) Other, net 685 1,852 2,130 2,563 --------- --------- --------- --------- Total income taxes $ 20,077 $ 23,698 $ 75,529 $ 75,033 ========= ========= ========= ========= Twelve Months Ended September 30, -------------------- 1996 1995 ========= ========= (Dollars in thousands) Net income $ 177,153 $ 172,570 Add-Income taxes 99,695 88,681 Dividend requirements on preferred stocks of subsidiary 8,776 9,118 --------- --------- Income before preferred dividend requirements of subsidiary and income taxes $ 285,624 $ 270,369 ========= ========= Amount derived by multiplying pre-tax income by the statutory rate $ 99,969 $ 94,630 Reconciling items multiplied by the statutory rate: Book depreciation over related tax depreciation 4,024 4,156 Amortization of deferred investment tax credits (7,232) (7,433) State income taxes, net of federal income tax benefit 9,598 9,399 Fair market value of property donated in excess of book value 0 (7,753) Reversal of deferred taxes provided at rates in excess of the current federal income tax rate (5,814) (5,991) Other, net (850) 1,673 --------- --------- Total income taxes $ 99,695 $ 88,681 ========= ========= (8) PENSION PLANS: Industries and its subsidiaries have three noncontributory, defined benefit retirement plans covering substantially all employees. Benefits under the plans reflect the employees' compensation, years of service, and age at retirement. The plans' funded status as of January 1, 1996 and 1995 are as follows: 1996 1995 ========= ========= (Dollars in thousands) Vested benefit obligation $ 549,234 $ 449,043 Nonvested benefit 104,814 97,138 --------- --------- Accumulated benefit obligation $ 654,048 $ 546,181 ========= ========= Projected benefit obligation for service rendered to date $ 759,681 $ 613,094 Plan assets at fair market value 706,320 571,624 --------- --------- Projected benefit obligation in excess of plan assets 53,361 41,470 Unrecognized transition obligation at January 1, being recognized over seventeen years (43,484) (48,906) Unrecognized prior service cost (27,242) (29,847) Unrecognized gains 4,217 47,788 --------- --------- Accrued (prepaid) pension costs $ (13,148) $ 10,505 ========= ========= The accumulated benefit obligation is the present value of future pension benefit payments and is based on a plan benefit formula without considering expected future salary increases. The projected benefit obligation considers estimated future salary increases. Discount rates of 7.25% and 8.75% and rates of increase in compensation levels of 5.5% were used to determine the accumulated benefit obligation and projected benefit obligation at January 1, 1996 and 1995, respectively. The increase in the accumulated benefit obligation as of January 1, 1996 is mainly caused by the decrease in the discount rate from 8.75% to 7.25%. The following items are the components of provisions for pensions for the three-month, nine-month, and twelve-month periods ended September 30, 1996 and September 30, 1995: Three Months Nine Months Twelve Months Ended Ended Ended September 30, September 30, September 30, ------------------ ------------------- ------------------ 1996 1995 1996 1995 1996 1995 ======== ======== ======== ======== ======== ======== (Dollars in thousands) Service costs $ 4,495 $ 3,264 $ 15,083 $ 9,861 $ 17,453 $ 12,108 Interest costs 17,482 13,371 49,611 40,047 62,075 51,985 Estimated return on plan assets (20,874) (12,899) (58,977) (38,627) (155,593) 13,334 Amortization of transition obligation 1,791 1,355 5,054 4,066 6,410 5,447 Other net amortization and deferral 846 636 2,396 1,954 86,607 (61,331) -------- -------- -------- -------- -------- -------- $ 3,740 $ 5,727 $ 13,167 $ 17,301 $ 16,952 $ 21,543 ======== ======== ======== ======== ======== ======== Assumptions used in the valuation and determination of 1996 and 1995 pension expenses were as follows: 1996 1995 ===== ===== Discount rate 7.25% 8.75% Rate of increase in compensation levels 5.50% 5.50% Expected long-term rate of return on assets 9.00% 9.00% The plans' assets are invested primarily in common stocks, bonds, and notes. (9) POSTRETIREMENT BENEFITS: Industries provides certain health care and life insurance benefits for retired employees. Substantially all of Industries' employees may become eligible for those benefits if they reach retirement age while working for Industries. The expected cost of such benefits is accrued during the employees' years of service. Northern Indiana's current rate-making includes the cost of providing these benefits based on the related insurance premiums. On December 30, 1992, the Commission authorized the accrual method of accounting for postretirement benefits for rate-making purposes consistent with SFAS No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions," and authorized the deferral of the differences between the net periodic postretirement benefits costs and the insurance premiums paid for such benefits as a regulatory asset until such time as the accrual cost method may be reflected in the rate-making process. The Commission stated that a deferral period of four years or less would be rebuttably presumed to be reasonable and also indicated each utility would have to demonstrate its postretirement benefit costs were prudent and reasonably incurred at the time such costs were proposed to be recovered in the rate-making process. Northern Indiana has been deferring as a regulatory asset the difference between the amount that would have been charged to expense under pay-as-you-go accounting and the amount accrued in accordance with the standard in anticipation of approval for these costs in the rate-making process. Northern Indiana has taken the initial steps to seek regulatory approval for inclusion of postretirement benefit costs in the rate-making process. These costs would include an amortization of the existing regulatory asset consistent with the remaining amortization period for the transition obligation. Management believes that Northern Indiana will ultimately be successful in obtaining such approval. The following table sets forth the plans' accumulated postretirement benefit obligation as of January 1, 1996 and 1995: January 1, January 1, 1996 1995 ========== ========== (Dollars in thousands) Retirees $ 99,453 $ 96,676 Fully eligible active plan participants 23,084 20,008 Other active plan participants 136,322 105,991 ---------- ---------- Accumulated postretirement benefit obligation 258,859 222,675 Unrecognized transition obligation at January 1, being recognized over twenty years (197,088) (208,681) Unrecognized actuarial gain 23,439 45,496 ---------- ---------- Accrued liability for postretirement benefits $ 85,210 $ 59,490 ========== ========== A discount rate of 7.25% and a pre-Medicare medical trend rate of 10% declining to a long-term rate of 6% and a discount rate of 8.75%, and a pre-Medicare medical trend rate of 11% declining to a long-term rate of 7% were used to determine the accumulated postretirement benefit obligation at January 1, 1996 and 1995, respectively. Net periodic postretirement benefits costs for the three-month, nine- month, and twelve-month periods ended September 30, 1996 and September 30, 1995 include the following components: Three Months Nine Months Twelve Months Ended Ended Ended September 30, September 30, September 30, ------------------ ------------------ ------------------ 1996 1995 1996 1995 1996 1995 ======== ======== ======== ======== ======== ======== (Dollars in thousands) Service costs $ 1,621 $ 1,526 $ 4,861 $ 4,578 $ 6,359 $ 6,715 Interest costs 5,079 4,745 15,238 14,235 20,034 19,294 Amortization of transition obligation over twenty years 3,095 2,899 9,285 8,697 12,181 11,644 Amortization of unrecognized actuarial gain (583) (541) (1,748) (1,623) (2,304) (1,623) -------- -------- -------- -------- -------- -------- $ 9,212 $ 8,629 $ 27,636 $ 25,887 $ 36,270 $ 36,030 ======== ======== ======== ======== ======== ======== The net periodic postretirement benefit costs for 1996 were determined assuming a 7.25% discount rate, a 5% rate of compensation increase, and a pre-Medicare medical trend rate of 10% declining to a long-term rate of 6%. The effect of a 1% increase in the assumed health care cost trend rates for each future year would increase the accumulated postretirement benefit obligation at January 1, 1996 by approximately $40.9 million, and increase the aggregate of the service and interest cost components of plan costs by approximately $1.3 million and $3.9 million for the three-month and nine-month period ended September 30, 1996. Amounts disclosed above could be changed significantly in the future by changes in health care costs, work force demographics, interest rates, or plan changes. (10) AUTHORIZED CLASSES OF CUMULATIVE PREFERRED AND PREFERENCE STOCKS: INDUSTRIES - 20,000,000 shares - Preferred - without par value Effective March 2, 1990, 2,000,000 of Industries' Series A Junior Participating Preferred Shares were reserved for issuance pursuant to the Share Purchase Rights Plan described in Note 14, Common Shares. NORTHERN INDIANA - 2,400,000 shares - Cumulative Preferred - $100 par value 3,000,000 shares - Cumulative Preferred - no par value 2,000,000 shares - Cumulative Preference - $50 par value (none outstanding) 3,000,000 shares - Cumulative Preference - no par value (none issued) Note 11 sets forth the preferred stocks which are redeemable solely at the option of the issuer, and Note 12 sets forth the preferred stocks which are subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. The Preferred shareholders of Industries and Northern Indiana have no voting rights, except in the event of default on the payment of four consecutive quarterly dividends, or as required by Indiana law to authorize additional preferred shares, or by the Articles of Incorporation in the event of certain merger transactions. (11) PREFERRED STOCKS, REDEEMABLE SOLELY AT THE OPTION OF THE ISSUER, OUTSTANDING AT SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 (SEE NOTE 10): Redemption Price at September 30, December 31, September 30, 1996 1995 1996 ============= ============= ============= (Dollars in thousands) NORTHERN INDIANA PUBLIC SERVICE COMPANY: Cumulative preferred stock - $100 par value - 4-1/4% series - 209,176 and 209,190 shares outstanding, respectively $ 20,918 $ 20,919 $101.20 4-1/2% series - 79,996 shares outstanding 8,000 8,000 $100.00 4.22% series - 106,198 shares outstanding 10,620 10,620 $101.60 4.88% series - 100,000 shares outstanding 10,000 10,000 $102.00 7.44% series - 41,890 shares outstanding 4,189 4,189 $101.00 7.50% series - 34,842 shares outstanding 3,484 3,484 $101.00 Premium on preferred stock 254 254 Cumulative preferred stock - no par value - Adjustable rate (6.00% at September 30, 1996), Series A (stated value $50 per share) 473,285 and 477,185 shares outstanding, respectively 23,664 23,859 $50.00 ------------ ------------ $ 81,129 $ 81,325 ============ ============ During the period October 1, 1994 to September 30, 1996, there were no additional issuances of the above preferred stocks. The foregoing preferred stocks are redeemable in whole or in part at any time upon thirty days' notice at the option of Northern Indiana at the redemption prices shown. (12) REDEEMABLE PREFERRED STOCKS OUTSTANDING AT SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 (SEE NOTE 10): September 30, December 31, 1996 1995 ============= ============= (Dollars in thousands) Preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of issuer: NORTHERN INDIANA PUBLIC SERVICE COMPANY: Cumulative preferred stock - $100 par value - 8.85% series - 75,000 and 87,500 shares outstanding, respectively, excluding sinking fund payments due within one year $ 7,500 $ 8,750 7-3/4% series - 50,014 shares outstanding, excluding sinking fund payments due within one year 5,001 5,001 8.35% series - 63,000 and 69,000 shares outstanding, respectively, excluding sinking fund payments due within one year 6,300 6,900 Cumulative preferred stock - no par value - 6.50% series - 430,000 shares outstanding 43,000 43,000 ------------- ------------ 61,801 63,651 ------------- ------------ NIPSCO INDUSTRIES, INC.: Cumulative preferred shares - without par value - 8.75% series (stated value - $100 per share), 0 and 350,000 shares outstanding, respectively 0 35,000 ------------- ------------ $ 61,801 $ 98,651 ============= ============ Pursuant to mandatory redemption provisions, all 350,000 shares of 8.75% Series Cumulative Preferred Shares were redeemed by Industries on January 12, 1996 for $100 per share plus accrued dividends. The redemption prices at September 30, 1996, as well as sinking fund provisions for the cumulative preferred stock subject to mandatory redemption requirements, or whose redemption is outside the control of Northern Indiana, are as follows: Sinking Fund Or Mandatory Redemption Series Redemption Price Per Share Provisions ====== ========================== =========================== NORTHERN INDIANA PUBLIC SERVICE COMPANY: Cumulative preferred stock - $100 par value - 8.85% $101.85, reduced periodically 12,500 shares on or before April 1. 8.35% $103.93, reduced periodically 3,000 shares on or before July 1; increasing to 6,000 shares beginning in 2004; noncumulative option to double amount each year. 7-3/4% $104.58, reduced periodically 2,777 shares on or before December 1; noncumulative option to double amount each year. Cumulative preferred stock - no par value - 6.50% $100.00 on October 14, 2002 430,000 shares on October 14, 2002. Sinking fund requirements with respect to redeemable preferred stocks outstanding at September 30, 1996 for each of the twelve-month periods subsequent to September 30, 1997 are as follows: Twelve Months Ended September 30,* ================================== 1998 $1,827,700 1999 $1,827,700 2000 $1,827,700 2001 $1,827,700 <FN> * Table does not reflect redemptions made after September 30, 1996. (13) COMMON SHARE DIVIDEND: During the next few years, Industries expects that the great majority of earnings available for distribution of dividends will depend upon dividends paid to Industries by Northern Indiana. Northern Indiana's Indenture provides that it will not declare or pay any dividends on any class of capital stock (other than preferred or preference stock) except out of earned surplus or net profits of Northern Indiana. At September 30, 1996, Northern Indiana had approximately $140.4 million of retained earnings (earned surplus) available for the payment of dividends. Future dividends will depend upon adequate retained earnings, adequate future earnings, and the absence of adverse developments. (14) COMMON SHARES: Industries has 200,000,000 common shares authorized without par value. SHARE PURCHASE RIGHTS PLAN. On February 27, 1990, the Board of Directors of Industries (Board) declared a dividend distribution of one Right for each outstanding common share of Industries to shareholders of record on March 12, 1990. The Rights are not currently exercisable. Each Right, when exercisable, would initially entitle the holder to purchase from Industries one one-hundredth of a Series A Junior Participating Preferred Share, without par value, of Industries at a price of $60 per one one-hundredth of a share. In certain circumstances, if an acquirer obtained 25% of Industries' outstanding shares, or merged into Industries or merged Industries into the acquirer, the Rights would entitle the holders to purchase Industries' or the acquirer's common shares for one-half of the market price. The Rights will not dilute Industries' common shares nor affect earnings per share unless they become exercisable for common shares. The Plan was not adopted in response to any specific attempt to acquire control of Industries. COMMON SHARE REPURCHASES. The Board has authorized the repurchase of common shares. At September 30, 1996, Industries had purchased approximately 17.6 million shares at an average price of $25.39 per share since 1990. Including 3.5 million shares authorized on March 26, 1996, approximately 3.4 million additional common shares may be repurchased under the Board's authorization. (15) LONG-TERM INCENTIVE PLAN: Industries has two Long-Term Incentive Plans for key management employees that were approved by shareholders on April 13, 1988 (1988 Plan) and April 13, 1994 (1994 Plan), each of which provides for the issuance of up to 2.5 million of Industries' common shares to key employees through 1998 and 2004, respectively. At September 30, 1996, there were 12,011 shares and 2,189,700 shares reserved for future awards under the 1988 Plan and 1994 Plan, respectively. The 1988 Plan and 1994 Plan permit the following types of grants, separately or in combination: nonqualified stock options, incentive stock options, restricted stock awards, stock appreciation rights, and performance units. No incentive stock options or performance units were outstanding at September 30, 1996. Under both Plans, the exercise price of each option equals the market price of Industries' stock on the date of grant. Each option's maximum term is ten years and vests one year from the date of grant. The stock appreciation rights (SARs) may be exercised only in tandem with stock options on a one-for-one basis and are payable in cash, Industries stock, or a combination thereof. Restricted stock awards are restricted as to transfer and are subject to forfeiture for specific periods from the date of grant. Restrictions on shares awarded in 1995 lapse five years from date of grant and vesting is variable from 0% to 200% of the number awarded, subject to specific earnings per share and stock appreciation goals. Restrictions on shares awarded in 1996 lapse two years from date of grant and vesting is variable from 0% to 100% of the number awarded, subject to specific performance goals. If a participant's employment is terminated prior to vesting other than by reason of death, disability or retirement, restricted shares are forfeited. There were 262,000 and 330,500 restricted shares outstanding at September 30, 1996 and December 31, 1995, respectively. The Industries Nonemployee Director Stock Incentive Plan, which was approved by shareholders, provides for the issuance of up to 100,000 of Industries' common shares to nonemployee directors of Industries. The Plan provides for awards of common shares which vest in 20% per year increments, with full vesting after five years. The Plan also allows the award of nonqualified stock options in the future. If a director's service on the Board is terminated for any reason other than death or disability, any common shares not vested as of the date of termination are forfeited. As of September 30, 1996, 30,750 shares were issued under the Plan. Industries accounts for these plans under Accounting Principles Board Opinion No. 25, under which no compensation cost has been recognized for non- qualified stock options. The compensation cost that has been charged against income for restricted stock awards was $0.6, $1.7, and $2.2 million for the three-month, nine-month, and twelve-month periods ending September 30, 1996. Had compensation cost for stock options been determined consistent with SFAS No. 123 "Accounting for Stock-Based Compensation," Industries' net income and earnings per share would have been reduced to the following pro forma amounts: Three Months Nine Months Twelve Months Ended Ended Ended September 30, September 30, September 30, 1996 1996 1996 ============= ============= ============= Net Income: (Dollars in thousands) As reported $ 34,410 $ 125,325 $ 177,153 Pro forma $ 34,238 $ 124,838 $ 176,503 Earnings Per Share: As reported $ 0.56 $ 2.03 $ 2.85 Pro forma $ 0.56 $ 2.03 $ 2.85 </TABLE/ Because the SFAS No. 123 method of accounting has not been applied to options granted prior to January 1, 1995, the resulting pro forma compensation costs may not be representative of that to be expected in future years. The fair value of each option granted used to determine pro forma net income is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the three-month, nine-month, and twelve-month periods ended September 30, 1996: risk-free interest rate of 6.39%, expected dividend yield of $1.68 per share, expected option term of five years, and expected volatility of 13.2%. Changes in outstanding shares under option and SARs for the three-month, nine-month, and twelve-month periods ended September 30, 1996 and 1995 are as follows: NONQUALIFIED STOCK OPTIONS ------------------------------------------- Weighted Weighted Average Average Three Months Ended Option Option September 30, 1996 Price 1995 Price =========================== ========= ======== ========= ======== Balance beginning of period 1,062,700 $ 28.62 995,900 $ 27.07 Granted 278,300 $ 37.81 277,450 $ 32.44 Exercised (26,100) $ 27.15 (29,000) $ 22.74 Canceled 0 (2,000) $ 32.44 --------- --------- Balance end of period 1,314,900 $ 30.59 1,242,350 $ 28.36 ========= ========= Shares exercisable 1,036,600 $ 28.66 961,900 $ 27.18 ========= ========= Weighted average fair value of options granted $ 5.00 $ 3.87 ========= ========= NONQUALIFIED STOCK OPTIONS ------------------------------------------- Weighted Weighted Average Average Nine Months Ended Option Option September 30, 1996 Price 1995 Price =========================== ========= ======== ========= ======== Balance beginning of period 1,107,750 $ 28.55 1,097,550 $ 26.59 Granted 278,300 $ 37.81 282,450 $ 32.40 Exercised (64,150) $ 26.42 (128,250) $ 22.61 Canceled (7,000) $ 32.44 (9,400) $ 21.86 --------- --------- Balance end of period 1,314,900 $ 30.59 1,242,350 $ 28.36 ========= ========= Shares exercisable 1,036,600 $ 28.66 961,900 $ 27.18 ========= ========= Weighted average fair value of options granted $ 5.00 $ 3.89 ========= ========= NONQUALIFIED STOCK OPTIONS ------------------------------------------- Weighted Weighted Average Average Twelve Months Ended Option Option September 30, 1996 Price 1995 Price =========================== ========= ======== ========= ======== Balance beginning of period 1,242,350 $ 28.36 1,112,250 $ 26.55 Granted 278,300 $ 37.81 282,450 $ 32.40 Exercised (195,750) $ 26.60 (140,950) $ 22.61 Canceled (10,000) $ 32.44 (11,400) $ 23.07 --------- --------- Balance end of period 1,314,900 $ 30.59 1,242,350 $ 28.36 ========= ========= Shares exercisable 1,036,600 $ 28.66 961,900 $ 27.18 ========= ========= Weighted average fair value of options granted $ 5.00 $ 3.89 ========= ========= NONQUALIFIED STOCK OPTIONS WITH SARs ------------------------------------------- Three Months Ended Option Option September 30, 1996 Price 1995 Price =========================== ========= ======== ========= ======== Balance beginning of period 5,600 $ 10.94 5,600 $ 10.94 Granted 0 0 Exercised 0 0 Canceled 0 0 --------- --------- Balance end of period 5,600 $ 10.94 5,600 $ 10.94 ========= ========= Shares exercisable 5,600 $ 10.94 5,600 $ 10.94 ========= ========= NONQUALIFIED STOCK OPTIONS WITH SARs ------------------------------------------- Nine Months Ended Option Option September 30, 1996 Price 1995 Price =========================== ========= ======== ========= ======== Balance beginning of period 5,600 $ 10.94 9,900 $ 10.94 Granted 0 0 Exercised 0 (4,300) $ 10.94 Canceled 0 0 --------- --------- Balance end of period 5,600 $ 10.94 5,600 $ 10.94 ========= ========= Shares exercisable 5,600 $ 10.94 5,600 $ 10.94 ========= ========= NONQUALIFIED STOCK OPTIONS WITH SARs ------------------------------------------- Twelve Months Ended Option Option September 30, 1996 Price 1995 Price =========================== ========= ======== ========= ======== Balance beginning of period 5,600 $ 10.94 9,900 $ 10.94 Granted 0 0 Exercised 0 (4,300) $ 10.94 Canceled 0 0 --------- --------- Balance end of period 5,600 $ 10.94 5,600 $ 10.94 ========= ========= Shares exercisable 5,600 $ 10.94 5,600 $ 10.94 ========= ========= The following table summarizes information about non-qualified stock options at September 30, 1996: OPTIONS OUTSTANDING - -------------------------------------------------------------------------- Number Weighted Average Range of Outstanding at Remaining Weighted Average Option Price Sept. 30, 1996 Contractual Life Option Price ================ ============== ================== ================= $10.94 to $17.73 94,400 3.33 years $16.73 $22.94 to $28.75 443,700 6.60 years $26.58 $30.31 to $37.81 776,800 8.65 years $34.58 - ---------------- --------- ---------- ------ $10.94 to $37.81 1,314,900 7.57 years $30.59 ========= OPTIONS EXERCISABLE - -------------------------------------------------------------------------- Number Range of Exercisable at Weighted Average Option Price September 30, 1996 Option Price ================ ================== ================= $10.94 to $17.73 94,400 $16.73 $22.94 to $28.75 443,700 $26.58 $30.31 to $33.19 498,500 $32.77 - ---------------- --------- ------ $10.94 to $33.19 1,036,600 $28.66 ========= (16) LONG-TERM DEBT: At September 30, 1996 and December 31, 1995, Industries' long-term debt, excluding amounts due within one year, issued and not retired or canceled was as follows: AMOUNT OUTSTANDING --------------------------- September 30, December 31, 1996 1995 ============= ============ (Dollars in thousands) NORTHERN INDIANA PUBLIC SERVICE COMPANY First mortgage bonds - Series O, 6-3/8%, due September 1, 1997 $ 0 $ 25,747 Series P, 6-7/8%, due October 1, 1998 14,509 14,509 Series T, 7-1/2%, due April 1, 2002 40,000 40,500 Series NN, 7.10%, due July 1, 2017 55,000 55,000 ------------ ------------ Total 109,509 135,756 ------------ ------------ Pollution control notes and bonds - Series A Note - City of Michigan City, 5.70% due October 1, 2003 20,000 20,000 Series 1988 Bonds - Jasper County - Series A, B, and C - 3.67% weighted average at September 30, 1996, due November 1, 2016 130,000 130,000 Series 1988 Bonds - Jasper County - Series D - 3.60% weighted average at September 30, 1996, due November 1, 2007 24,000 24,000 Series 1994 Bonds - Jasper County - Series A - 3.80% at September 30, 1996, due August 1, 2010 10,000 10,000 Series 1994 Bonds - Jasper County - Series B - 3.80% at September 30, 1996, due June 1, 2013 18,000 18,000 Series 1994 Bonds - Jasper County - Series C - 3.80% at September 30, 1996, due April 1, 2019 41,000 41,000 ------------ ------------ Total 243,000 243,000 ------------ ------------ Medium-term notes - Interest rates between 5.83% and 7.64% with a weighted average interest rate of 6.85% and various maturities between April 6, 1998 and January 19, 2024 644,025 684,025 ------------ ------------ Unamortized premium and discount on long-term debt, net (3,640) (4,040) ------------ ------------ Total long-term debt of Northern Indiana Public Service Company 992,894 1,058,741 ------------ ------------ NIPSCO CAPITAL MARKETS, INC. Subordinated Debentures - Series A, 7-3/4%, due March 31, 2026 75,000 0 Zero Coupon Notes - 7.57%, $72,500 at maturity, due December 1, 1997 66,487 62,875 ------------ ------------ Total long-term debt of NIPSCO Capital Markets, Inc. 141,487 62,875 ------------ ------------ NIPSCO DEVELOPMENT COMPANY, INC. LAKE ERIE LAND COMPANY - Notes payable - 8.25% - due June 30, 1998 100 389 ELM ENERGY AND RECYCLING (UK), LTD. Term Loan Facility-weighted average interest rate of 7.70% at September 30, 1996, due December 31, 2004 36,443 34,516 NDC DOUGLAS PROPERTIES, INC. Notes Payable - Interest rates between 6.72% and 8.15% with a weighted average interest rate of 7.76% and maturities through April 1, 2006 19,760 19,207 ------------ ------------ Total long-term debt of NIPSCO Development Company,Inc. 56,303 54,112 ------------ ------------ Total long-term debt, excluding amounts due in one year $ 1,190,684 $ 1,175,728 ============ ============ The sinking fund requirements of long-term debt outstanding at September 30, 1996 (including the maturity of Northern Indiana's first mortgage bonds: Series P, 6-7/8%, due October 1, 1998; Northern Indiana's medium-term notes due from April 6, 1998 to August 15, 2001; Capital Markets' Zero Coupon Notes due December 1, 1997; Lake Erie Land Company's notes payable due June 30, 1998; and NDC Douglas Properties, Inc. notes payable due December 22, 1999), for each of the twelve-month periods subsequent to September 30, 1997 are as follows: Twelve Months Ended September 30, ================================= 1998 $ 118,755,072 1999 $ 25,434,923 2000 $ 166,163,628 2001 $ 26,636,878 Unamortized debt expense, premium and discount on long-term debt applicable to outstanding bonds are being amortized over the lives of such bonds. Reacquisition premiums are being deferred and amortized. Northern Indiana's Indenture dated August 1, 1939, as amended and supplemented, securing the first mortgage bonds issued by Northern Indiana, constitutes a direct first mortgage lien upon substantially all property and franchises, other than expressly excepted property, owned by Northern Indiana. In 1994, the Commission authorized Northern Indiana to issue up to $289,275,000 of its Medium-Term Notes, Series D, due from one year to thirty years, for purposes of refinancing certain first mortgage bonds and medium-term notes. During 1994, $120.0 million of the Medium-Term Notes, Series D, were issued to refinance certain first mortgage bonds. On June 12, 1995, the remaining $169,275,000 of Medium-Term Notes, Series D, were issued and part of the proceeds were used to redeem all of the outstanding First Mortgage Bonds, Series U and Z aggregating $94.8 million, on July 3, 1995. On February 13, 1996, Capital Markets issued $75 million of 7-3/4% Junior Subordinated Deferrable Interest Debentures, Series A, due March 31, 2026 (Debentures) pursuant to an underwritten public offering. Proceeds from the sale of the Debentures were used to pay short-term debt incurred to redeem on January 12, 1996 Industries' $35 million of 8.75% Preferred Shares, pursuant to mandatory redemption, and to pay other short-term debt of Capital Markets. The obligations of Capital Markets are subject to a Support Agreement between Industries and Capital Markets, under which Industries has committed to make payments of interest and principal on Capital Markets' securities in the event of a failure to pay by Capital Markets. Restrictions in the Support Agreement prohibit recourse on the part of Capital Markets' investors against the stock and assets of Northern Indiana. Under the terms of the Support Agreement, in addition to the cash flow of cash dividends paid to Industries by any of its consolidated subsidiaries, the assets of Industries, other than the stock and assets of Northern Indiana, are available as recourse to holders of Capital Markets' securities. The carrying value of those assets (other than Northern Indiana), reflected in the consolidated financial statements of Industries, is approximately $482.4 million at September 30, 1996. (17) CURRENT PORTION OF LONG-TERM DEBT: At September 30, 1996 and December 31, 1995, Industries' current portion of long-term debt due within one year was as follows: September 30, December 31, 1996 1995 ============= ============ (Dollars in thousands) NORTHERN INDIANA PUBLIC SERVICE COMPANY: First mortgage bonds - Series O, 6-3/8% - due September 1, 1997 $ 25,747 $ 0 Medium-term notes - Interest rates of 5.78% and 5.82% with a weighted average interest rate of 5.80% and maturities of July 25, 1997 and July 28, 1997 40,000 80,000 NIPSCO CAPITAL MARKETS, INC.: Medium-term notes - 9.95% - due June 10, 1996 0 7,500 LAKE ERIE LAND COMPANY: Notes payable 3,081 2,961 ELM ENERGY AND RECYCLING (UK), LTD.: Term loan facility 5,321 4,554 NDC DOUGLAS PROPERTIES, INC.: Notes payable 2,235 1,840 ------------ ------------ Total current portion of long-term debt $ 76,384 $ 96,855 ============ ============ (18) SHORT-TERM BORROWINGS: Northern Indiana has a $250 million revolving Credit Agreement with several banks which terminates August 19, 1998 unless extended by its terms. As of September 30, 1996, there were no borrowings outstanding under this agreement. In addition, Northern Indiana has $14.2 million in lines of credit which run to May 31, 1997. The credit pricing of each of the lines varies from either the lending banks' commercial prime or market rates. Northern Indiana has agreed to compensate the participating banks with arrangements that vary from no commitment fees to a combination of fees which are mutually satisfactory to both parties. As of September 30, 1996, there were no borrowings under these lines of credit. The Credit Agreement and lines of credit are also available to support the issuance of commercial paper. Northern Indiana also has $273.5 million of money market lines of credit. As of September 30, 1996 and December 31, 1995, there were $186.7 million and $118.8 million of borrowings, respectively, outstanding under these lines of credit. Northern Indiana has a $50 million uncommitted finance facility. At September 30, 1996, there were no borrowings outstanding under this facility. Northern Indiana and Capital Markets make use of commercial paper to fund short-term working capital requirements. Capital Markets has a $150 million revolving Credit Agreement which will terminate August 19, 1998, unless extended by its terms. This facility provides short-term financing flexibility to Industries and also serves as the backup instrument for a commercial paper program. As of September 30, 1996, there were no borrowings outstanding under this agreement. Capital Markets also has $95 million of money market lines of credit. As of September 30, 1996 and December 31, 1995, $44.3 million and $17.4 million, respectively, of borrowings were outstanding under these lines of credit. At September 30, 1996 and December 31, 1995, Industries' short-term borrowings were as follows: September 30, December 31, 1996 1995 ============= ============ (Dollars in thousands) NORTHERN INDIANA PUBLIC SERVICE COMPANY: Commercial paper - Weighted average interest rate of 5.45% at September 30, 1996 $ 88,000 $ 44,800 Notes payable - Issued at interest rates between 5.38% and 5.55% with a weighted average interest rate of 5.45% and various maturities between October 1, 1996 and November 13, 1996 186,700 118,800 NIPSCO CAPITAL MARKETS, INC.: Commercial paper - Weighted average interest rate of 5.59% at September 30, 1996 92,000 76,700 Notes payable - Issued at interest rates between 5.57% and 6.25% with a weighted average interest rate of 5.68% and maturities of October 1, 1996 and October 21, 1996 44,300 17,400 LAKE ERIE LAND COMPANY: Notes payable - 299 1,239 ELM ENERGY AND RECYCLING (UK), LTD.: Standby loan facility 3,727 1,732 ------------ ------------ Total short-term borrowings $ 415,026 $ 260,671 ============ ============ (19) OPERATING LEASES: On April 1, 1990, Northern Indiana entered into a twenty-year agreement for the rental of office facilities from Development at a current annual rental payment of approximately $3.3 million. The following is a schedule, by years, of future minimum rental payments, excluding those to associated companies, required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of September 30, 1996: Twelve Months Ended September 30, ================================= (Dollars in thousands) 1997 $ 8,226 1998 7,537 1999 6,595 2000 5,640 2001 5,544 Later years 77,464 -------- Total minimum payments required $111,006 ======== The consolidated financial statements include rental expense for all operating leases as follows: September 30, September 30, 1996 1995 ============= ============= (Dollars in thousands) Three months ended $ 1,762 $ 2,189 Nine months ended $ 5,486 $ 6,176 Twelve months ended $ 7,760 $ 7,784 (20) COMMITMENTS: The Utilities estimate that approximately $794 million will be expended for construction purposes for the period from January 1, 1996 to December 31, 2000. Substantial commitments have been made by the Utilities in connection with their program. Northern Indiana has entered into a service agreement with Pure Air, a general partnership between Air Products and Chemicals, Inc. and Mitsubishi Heavy Industries America, Inc., under which Pure Air provides scrubber services to reduce sulfur dioxide emissions for Units 7 and 8 at Bailly Generating Station. Services under this contract commenced on June 15, 1992 with annual charges approximating $20 million. The agreement provides that, assuming various performance standards are met by Pure Air, a termination payment would be due if Northern Indiana terminates the agreement prior to the end of the twenty-year contract period. Northern Indiana has entered into an agreement with Integrated Systems Solutions Corporation (ISSC), a wholly-owned subsidiary of IBM, for ISSC to perform all data center, application development and maintenance, and desktop management of Northern Indiana. Primary is the parent of subsidiaries including Harbor Coal Company (Harbor Coal), North Lake Energy Corporation (North Lake), Lakeside Energy Corporation (LEC) and Portside Energy Corporation (Portside). Primary arranges energy-related projects with large industrial customers and has entered into certain commitments in connection with these projects. Harbor Coal has invested in a partnership to finance, construct, own, and operate a $65 million pulverized coal injection facility which began commercial operation in August, 1993. The facility receives raw coal, pulverizes it and delivers it to Inland Steel Company for use in the operation of its blast furnaces. Harbor Coal is a 50% partner in the project with an Inland Steel affiliate. Industries has guaranteed the payment and performance of the partnership's obligations under a sale and leaseback of a 50% undivided interest in the facility. North Lake has entered into a lease for the use of a 75-megawatt energy facility to be located at Inland Steel Company. The facility uses steam generated by Inland Steel to produce electricity which is delivered to Inland Steel. The facility began commercial operation in May 1996. Industries has guaranteed North Lake's obligations relative to the lease and certain obligations to Inland Steel relative to the project. LEC has entered into an agreement with USX Corporation - US Steel Group to utilize a new 161 megawatt energy facility at USS Gary Works to process high-pressure steam into electricity and low-pressure process steam for a fifteen-year period. LEC has entered into an agreement to lease this facility, once constructed, from a third party. Under this agreement LEC is acting as the agent for the lessor to design, construct, and start up the energy facility. Capital Markets has guaranteed LEC obligations to the lessor during the construction period. Capital Markets also guarantees LEC's security deposit obligations relative to the lease and certain limited LEC obligations to the lessor. Construction of the project began in January 1996. The facility is scheduled to be operational in May 1997. Portside has entered into an agreement with National Steel Corporation (National) to utilize a new 63-megawatt energy facility at National's Midwest Division to process natural gas into electricity, process steam and heated water for a fifteen-year period. Portside will lease this facility, once constructed, from a third party. Additionally, Portside has entered into an interim agreement, which expires when the lease is established with the third- party lessor, under which Portside is acting as agent for the lessor to design, construct, and start up the energy facility. Industries has guaranteed certain Portside obligations to the lessor during construction. Capital Markets anticipates guaranteeing certain Portside obligations relative to the anticipated lease. Construction of the project began in June 1996. The facility is scheduled to be operational in August 1997. Primary has advanced approximately $29 million and $11 million, at September 30, 1996 and December 31, 1995, respectively, to the lessors of the energy related projects discussed above. These net advances are included in "Prepayments and other" in the Consolidated Balance Sheet and "Other, net" as a component of operating activities in the Consolidated Statement of Cash Flows. (21) FAIR VALUE OF FINANCIAL INSTRUMENTS: The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Cash and cash equivalents: The carrying amount approximates fair value because of the short maturity of those instruments. Investments: The fair value of some investments is estimated based on market prices for those or similar investments. Long-term debt/Preferred stock: The fair value of long-term debt and preferred stock is estimated based on the quoted market prices for the same or similar issues or on the rates offered to Industries for securities of the same remaining maturities. Certain premium costs associated with the early settlement of long-term debt are not taken into consideration in determining fair value. The carrying values and estimated fair values of Industries' financial instruments are as follows: September 30, 1996 December 31, 1995 ---------------------- ---------------------- Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value ========== ========== ========== ========== (Dollars in thousands) Cash and cash equivalents $ 62,905 $ 62,905 $ 28,496 $ 28,496 Investments $ 27,520 $ 29,715 $ 25,893 $ 27,045 Long-term debt (including current portion) $1,268,318 $1,196,986 $1,273,376 $1,274,079 Preferred stock $ 144,758 $ 123,360 $ 181,804 $ 164,306 The majority of the long-term debt relates to utility operations. The Utilities are subject to regulation, and gains or losses may be included in rates over a prescribed amortization period, if in fact settled at amounts approximating those above. (22) CUSTOMER CONCENTRATIONS: Industries' public utility subsidiaries supply natural gas and electrical energy in the northern third of Indiana. Although these public utilities have a diversified base of residential and commercial customers, a substantial portion of their electric and gas industrial deliveries are dependent upon the basic steel industry. The basic steel industry accounted for 2% of gas revenue (including transportation services) and 22% of electric revenue for the twelve months ended September 30, 1996 as compared to 5% and 23%, respectively, for the twelve months ended September 30, 1995. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS HOLDING COMPANY - NIPSCO Industries, Inc. (Industries) is an Indiana corporation serving as the holding company for a number of subsidiaries, including four regulated companies: Northern Indiana Public Service Company (Northern Indiana); Kokomo Gas and Fuel Company (Kokomo Gas); Northern Indiana Fuel and Light Company, Inc. (NIFL); and Crossroads Pipeline Company (Crossroads). Northern Indiana is a public utility operating company supplying natural gas and electric energy to the public. Kokomo Gas and NIFL are public utility operating companies supplying natural gas to the public, and Crossroads is an interstate natural gas transmission company. Industries' major non-utility subsidiaries include NIPSCO Development Company, Inc. (Development); NIPSCO Energy Services, Inc. (Services); Primary Energy, Inc. (Primary); and NIPSCO Capital Markets, Inc. (Capital Markets). Development makes various investments, including real estate and venture capital investments. Services coordinates the energy-related diversification ventures of Industries. Primary arranges energy-related projects with large industrial customers. Capital Markets handles financing for Industries and its subsidiaries, other than Northern Indiana. The following discussion, except where noted, is attributable to the operations of Northern Indiana, Kokomo Gas, NIFL, and Crossroads (Utilities). REVENUES - Total operating revenues for the twelve months ended September 30, 1996 increased $84.7 million as compared to the twelve months ended September 30, 1995. Gas revenues increased $84.1 million and electric revenues increased $0.6 million as compared to the same period in 1995. The increase in gas revenues was largely attributable to increased sales to residential and commercial customers due to colder winter weather, increased sales to industrial and wholesale customers, increased deliveries of gas transported for others, and increased gas transition costs, which were partially offset by decreased gas costs per dekatherm (dth). The increase in electric revenues was mainly due to increased sales to commercial and wholesale customers, which were partially offset by decreased sales to residential customers due to the cooler summer this year and decreased sales to industrial customers. Total operating revenues for the nine months ended September 30, 1996 increased $43.9 million as compared to the nine months ended September 30, 1995. Gas revenues increased $54.7 million and electric revenues decreased $10.8 million as compared to the same period in 1995. The increase in gas revenues was mainly due to increased sales to residential and commercial customers as a result of colder weather, increased sales to industrial and wholesale customers, and increased gas costs per dth, which were partially offset by decreased gas transition costs. The decrease in electric revenues was mainly due to decreased sales to residential customers due to cooler summer weather in the third quarter of 1996, and decreased sales to industrial customers due to operational difficulties at several major industrial customers, which were partially offset by increased sales to commercial and wholesale customers. Total operating revenues for the three months ended September 30, 1996 decreased $14.1 million as compared to the three months ended September 30, 1995. Gas revenues increased $5.9 million and electric revenues decreased $20.0 million as compared to the same period in 1995. The increase in gas revenues was mainly due to increased sales to wholesale customers partially offset by decreased gas transition costs. The decrease in electric revenues was mainly due to decreased sales to residential and commercial customers reflecting cooler summer weather and decreased sales to industrial customers which were partially offset by increased sales to wholesale customers. The basic steel industry accounted for 30% of natural gas delivered (including volumes transported) and 36% of electric sales during the twelve months ended September 30, 1996. The components of the variations in gas and electric revenues are shown in the following table: Variations from Prior Periods --------------------------------- September 30, 1996 Compared to September 30, 1995 Three Nine Twelve Months Months Months ========= ========= ========= (Dollars in thousands) Gas Revenue - Pass through of net changes in purchased gas costs, gas storage, and storage transportation costs $ 646 $ 13,292 $ (67,137) Gas transition costs (4,627) (28,259) 35,512 Changes in sales levels 9,512 69,256 114,680 Gas transport levels 319 434 1,060 --------- --------- --------- Gas Revenue Change 5,850 54,723 84,115 --------- --------- --------- Electric Revenue - Pass through of net changes in fuel (2,706) 1,516 841 Changes in sales levels (17,249) (12,306) (280) --------- --------- --------- Electric Revenue Change (19,955) (10,790) 561 --------- --------- --------- Total Revenue Change $ (14,105) $ 43,933 $ 84,676 ========= ========= ========= See Note 5 to Notes to Consolidated Financial Statements regarding FERC Order No. 636 transition costs. GAS COSTS - The Utilities' gas costs increased $4.6, $33.9, and $45.5 million for the three-month, nine-month, and twelve-month periods ended September 30, 1996, respectively. Gas costs increased for the three-month and nine-month periods due to increased purchases and increased gas costs per dth, which were partially offset by decreased gas transition costs. Gas costs increased for the twelve-month period due to increased purchases partially offset by decreased gas costs per dth. The average cost for the Utilities' purchased gas for the three-month, nine-month, and twelve-month periods ended September 30, 1996, after adjustment for gas transition costs billed to transport customers, was $2.77, $2.89, and $2.74 per dth, respectively, as compared to $2.70, $2.83, and $2.81 per dth for the same periods in 1995. FUEL AND PURCHASED POWER - The cost of fuel for electric generation decreased for the three-month, nine-month, and twelve-month periods ended September 30, 1996, compared to 1995 periods, mainly as a result of decreased production of electricity. Power purchased increased $2.2, $6.4, and $10.3 million for the three- month, nine-month, and twelve-month periods ended September 30, 1996 as a result of increased bulk power purchases. OPERATING MARGINS - Operating margins increased $34.6 million for the twelve months ended September 30, 1996 from the same period a year ago. The operating margin from gas deliveries increased $38.6 million due to increased sales to residential and commercial customers reflecting colder winter weather, increased sales to industrial and wholesale customers, and increased deliveries of gas transported for others. The operating margin from electric sales decreased $4.0 million reflecting decreased sales to residential customers due to cooler summer weather in the third quarter of 1996 partially offset by increased sales to commercial and wholesale customers. Operating margins increased $10.2 million for the nine-months ended September 30, 1996 from the same period a year ago. Gas operating margin increased $20.8 million due to increased sales to residential and commercial customers reflecting colder weather during the period, increased sales to industrial and wholesale customers, and increased deliveries of gas transported for others. Operating margin from electric sales decreased $10.6 million due to decreased sales to residential customers reflecting cooler summer weather in the third quarter of 1996, and decreased sales to industrial customers due to plant operational difficulties at several major customers, which were partially offset by increased sales to commercial and wholesale customers. Operating margins decreased $13.7 million for the three-months ended September 30, 1996 over the same period a year ago. The operating margin from gas deliveries increased $1.2 million due to increased sales for resale and increased deliveries of gas transported for others. Operating margin from electric sales decreased $14.9 million due to decreased sales to residential and commercial customers reflecting cooler summer weather and decreased sales to industrial customers, which were partially offset by increased sales to wholesale customers. OPERATING EXPENSES AND TAXES - Operation expenses increased $7.7 and $14.4 million for the nine-month and twelve-month periods ended September 30, 1996, respectively. Operation expenses increased for the nine-month period reflecting increased electric production costs of $2.7 million resulting from increased pollution control facility costs, environmental costs of $4.3 million, and other various increased operating costs. Operation expenses increased for the twelve-month period reflecting a December 1995 Indiana Utility Regulatory Commission (Commission) order to refund $3.4 million to electric customers related to a 1992 insurance settlement previously credited to operation and maintenance expenses, increased electric production costs of $4.8 million mainly resulting from pollution control facilities costs, employee-related costs of $3.3 million, environmental costs of $3.3 million, and various other increased operation expenses. Operation expenses decreased $1.9 million for the three-month period ended September 30, 1996 mainly due to lower employee related costs. Maintenance expenses decreased $1.9, $4.5, and $5.2 million for the three-month, nine-month, and twelve-month periods ended September 30, 1996, respectively, mainly reflecting decreased maintenance activity at the electric production facilities and the gas underground storage facilities. Depreciation and amortization expense increased $4.4, $13.2, and $15.3 million for the three-month, nine-month, and twelve-month periods ended September 30, 1996, respectively, resulting from plant additions, increased amortization of computer software, and the amortization of deferred costs related to scrubber services provided by Pure Air at the Bailly Generating Station. Utility income taxes decreased for the three-month, nine-month, and twelve-month periods ended September 30, 1996 mainly as a result of decreased pre-tax income. OTHER INCOME (DEDUCTIONS) - Other Income (Deductions) increased $8.0 and $10.9 million for the three-month and nine-month periods ended September 30, 1996, respectively, mainly reflecting improved results from non-regulated operations. Other Income (Deductions) for the twelve-month period increased $3.7 million mainly resulting from improved results from non-regulated operations partially offset by the inclusion in the prior period of a $5.6 million after-tax benefit for the Northern Indiana land donation to the Shafer and Freeman Lakes Environmental Conservation Corporation. INTEREST AND OTHER CHARGES - Interest and other charges increased for the three-month, nine-month, and twelve-month periods ended September 30, 1996 reflecting the issuance of $169,275,000 of Northern Indiana's Medium-Term Notes, Series D, and $75 million of Capital Markets' Junior Subordinated Deferrable Interest Debentures, Series A, and the discontinuance of carrying charges on deferred charges related to the Bailly Generating Station scrubber service agreement. See Note 2 to Notes to Consolidated Financial Statements (Summary of Significant Accounting Policies) for a discussion of Regulatory Assets, Carrying Charges and Deferred Depreciation, and Allowance for Funds Used During Construction. Also see Notes 5, 7, and 9 for a discussion of FERC Order No. 636, Income Taxes and Postretirement Benefits. NET INCOME- Industries' net income for the twelve-month period ended September 30, 1996 was $177.2 million compared to $172.6 million for the twelve-month period ended September 30, 1995. Net income for the nine months ended September 30, 1996 was $125.3 million compared to $123.6 million for the nine months ended September 30, 1995. Net income for the three months ended September 30, 1996 was $34.4 million compared to $36.4 million for the three months ended September 30, 1995. ENVIRONMENTAL MATTERS - The Utilities have an ongoing program to remain aware of laws and regulations involved with hazardous waste and other environmental matters. It is the Utilities' intent to continue to evaluate their facilities and properties with respect to these rules and identify any sites that would require corrective action. The Utilities have recorded a reserve of $8.4 million to cover probable corrective actions as of September 30, 1996; however, environmental regulations and remediation techniques are subject to future change. The ultimate cost could be significant, depending on the extent of corrective actions required. Based upon investigations and management's understanding of current laws and regulations, the Utilities believe that any corrective actions required, after consideration of insurance coverages and contributions from other potentially responsible parties, will not have a significant impact on the financial position or results of operations of Industries. Because of major investments made in modern environmental control facilities and the use of low-sulfur coal, all of Northern Indiana's electric production facilities now comply with the sulfur dioxide limitations contained in the acid deposition provisions of the Clean Air Act Amendments of 1990 (CAAA). Northern Indiana estimates that total costs of compliance with the CAAA sulfur dioxide regulations will impact electric rates by less than 5% in the future. The CAAA contain provisions that could lead to limitations on emissions of nitrogen oxides and hazardous air pollutants which may require significant capital expenditures for control of these emissions. Northern Indiana is pursuing a nitrogen oxide control program to meet future requirements. Northern Indiana cannot predict the costs of complying with CAAA requirements, but Northern Indiana believes that any such mandated costs would be recoverable through the rate-making process. The Environmental Protection Agency (EPA) has notified Northern Indiana that it is a "potentially responsible party" (PRP) under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) and may be required to share in the cost of cleanup of several waste disposal sites identified by the EPA. The sites are in various stages of investigation, analysis, and remediation. At each of the sites, Northern Indiana is one of several PRPs, and it is expected that remedial costs, as provided under CERCLA, will be shared among them. At some sites, Northern Indiana and/or the other named PRPs are presently working with the EPA to clean up the sites and avoid the imposition of fines or added costs. The Utilities have instituted a program to investigate former manufactured-gas plants where one of them is the current or former owner. The Utilities have identified twenty-seven of these sites and made visual inspections of these sites. Initial samplings have been conducted at seventeen sites. Follow-up investigations have been conducted at five sites and potential remedial measures are being evaluated. The Utilities will continue their program to assess sites. During the follow-up investigation of the former manufactured-gas plant in Elkhart, Indiana, Northern Indiana noted the presence of hydrocarbons in the Elkhart River. Northern Indiana reported this finding to the Indiana Department of Environmental Management (IDEM) and the EPA. Northern Indiana has placed the Elkhart site in the IDEM Voluntary Remediation Program (VRP). The goal of placing the site in the VRP is to obtain IDEM approval of the determination and subsequent implementation of what remedial measures, if any, may be needed. Northern Indiana was notified by IDEM of the release of a petroleum substance into the St. Mary's River in Fort Wayne, Indiana, from the site of a former manufactured-gas plant formerly owned by Northern Indiana. In cooperation with IDEM, Northern Indiana has taken steps to investigate and contain the substance. Northern Indiana has remediated parts of the Fort Wayne site. The remainder of the site is being evaluated to determine what further remedial measures, if any, may be needed. During the course of investigation activities, Northern Indiana noted the presence of manufactured-gas plant residuals in the St. Mary's River in Fort Wayne, Indiana and the Wabash River in Peru, Indiana. Northern Indiana notified the IDEM and the EPA and immediately took steps to contain the material at both sites. Northern Indiana and Indiana Gas Company, Inc. (Indiana Gas) have entered into an agreement covering cost sharing and management of investigation and remediation programs at five former manufactured-gas plant sites at which both companies or their predecessors were former operators or owners. One of these sites is the Lafayette site which Indiana Gas had previously notified Northern Indiana is being investigated and remediated pursuant to an administrative order with IDEM. Northern Indiana also notified PSI Energy, Inc. that it was a former owner or operator of seven former manufactured-gas plants at which Northern Indiana had conducted or was planning investigation or remediation activities. The Utilities have met with various companies that provided insurance coverage which the Utilities believe covers costs related to actions taken at former manufactured-gas plants. In September 1995, certain insurance companies initiated a suit in Indiana state court against Northern Indiana to deny coverage. Later, in September 1995, Northern Indiana filed a more comprehensive suit in Federal Court in Indiana against those insurers and several other insurance companies, seeking coverage for costs associated with several former manufactured-gas plant sites. The state court action is stayed pending resolution of the Northern Indiana suit in Federal court. The possibility that exposure to electric and magnetic fields emanating from power lines, household appliances, and other electric sources may result in adverse health effects has been the subject of public, governmental, and media attention. A considerable amount of scientific research has been conducted on this topic without definitive results. Research is continuing to resolve scientific uncertainties. LIQUIDITY AND CAPITAL RESOURCES - During the next few years, it is anticipated that the great majority of earnings available for distribution of dividends will depend upon dividends paid to Industries by Northern Indiana. See Note 13 to Notes to Consolidated Financial Statements for a discussion of the Common Share dividend. In 1994, the Commission authorized Northern Indiana to issue up to $289,275,000 of its Medium-Term Notes, Series D, due from one year to thirty years, for purposes of refinancing certain first mortgage bonds and medium-term notes. During 1994, $120.0 million of the Medium-Term Notes, Series D, were issued to refinance certain first mortgage bonds. On June 12, 1995, the remaining $169,275,000 of Medium-Term Notes, Series D, were issued and part of the proceeds were used to redeem all of the outstanding First Mortgage Bonds, Series U and Z, aggregating $94.8 million, on July 3, 1995. On February 13, 1996, Capital Markets issued $75 million of 7-3/4% Junior Subordinated Deferrable Interest Debentures, Series A, due March 31, 2026 (Debentures), pursuant to an underwritten public offering. Proceeds from the sale of the Debentures were used to pay short-term debt incurred to redeem on January 12, 1996 Industries' $35 million of 8.75% Preferred Shares, pursuant to mandatory redemption, and to pay other short-term debt of Capital Markets. Capital Markets has a $150 million revolving Credit Agreement which will terminate August 19, 1998, unless extended by its terms. This facility provides short-term financing flexibility to Industries and also serves as the backup instrument for a commercial paper program. As of September 30, 1996, there were no borrowings outstanding under this agreement. Capital Markets also has $95 million of money market lines of credit. As of September 30, 1996, $44.3 million of borrowings were outstanding under these lines of credit. As of September 30, 1996, Capital Markets had $92.0 million in commercial paper outstanding, having a weighted average interest rate of 5.59%. The obligations of Capital Markets are subject to a Support Agreement between Industries and Capital Markets, under which Industries has committed to make payments of interest and principal on Capital Markets' securities in the event of a failure to pay by Capital Markets. Restrictions in the Support Agreement prohibit recourse on the part of Capital Markets' investors against the stock and assets of Northern Indiana. Under the terms of the Support Agreement, in addition to the cash flow of cash dividends paid to Industries by any of its consolidated subsidiaries, the assets of Industries, other than the stock and assets of Northern Indiana, are available as recourse to holders of Capital Markets' securities. The carrying value of those assets (other than Northern Indiana), reflected in the consolidated financial statements of Industries, is approximately $482.4 million at September 30, 1996. Cash flow from operations has provided sufficient liquidity to meet current operating requirements. Because of the seasonal nature of the utility business and the construction program, Northern Indiana makes use of commercial paper to fund short-term working capital requirements. As of September 30, 1996, Northern Indiana had $88.0 million in commercial paper outstanding, having a weighted average interest rate of 5.45%. Northern Indiana has a $250 million revolving Credit Agreement with several banks which terminates August 19, 1998 unless extended by its terms. As of September 30, 1996, there were no borrowings outstanding under this agreement. In addition, Northern Indiana has $14.2 million in lines of credit which run to May 31, 1997. The credit pricing of each of the lines varies from either the lending banks' commercial prime or market rates. Northern Indiana has agreed to compensate the participating banks with arrangements that vary from no commitment fees to a combination of fees which are mutually satisfactory to both parties. As of September 30, 1996, there were no borrowings under these lines of credit. The Credit Agreement and lines of credit are also available to support the issuance of commercial paper. Northern Indiana also has $273.5 million of money market lines of credit. As of September 30, 1996, there were $186.7 million of borrowings outstanding under these lines of credit. Northern Indiana has a $50 million uncommitted finance facility. At September 30, 1996, there were no borrowings outstanding under this facility. During recent years, Northern Indiana has been able to finance its construction program with internally generated funds and expects to be able to meet future commitments through such funds. The Utilities do not expect the effects of inflation at current levels to have a significant impact on their results of operations, ability to contain cost increases, or need to seek timely and adequate rate relief. The Utilities do not anticipate the need to file for gas and electric base rate increases in the near future. COMPETITION The Energy Policy Act of 1992 (Energy Act) allowed FERC to order electric utilities to grant access to transmission systems by third-party power producers. The Energy Act specifically prohibits federally mandated wheeling of power for retail customers. On April 24, 1996, the FERC issued its Order No. 888 which opens wholesale power sales to competition and requires public utilities owning, controlling, or operating transmission lines to file non-discriminatory open access tariffs that offer others the same transmission service they provide themselves. Order No. 888 also provides for the full recovery of stranded costs - that is, costs that were prudently incurred to serve power customers and that could go unrecovered if these customers use open access to move to another supplier. FERC expects this rule will accelerate competition and bring lower prices and more choices to wholesale energy customers. This competition will create opportunities to compete for new customers and revenues, as well as increase the risk of the loss of customers. Although wholesale customers represent a relatively small portion of Northern Indiana's sales, Northern Indiana will continue its efforts to retain and add customers by offering competitive rates. Operating in a competitive environment will place added pressures on utility profit margins and credit quality. Increasing competition in the electric utility industry has already led the credit rating agencies to apply more stringent guidelines in making credit rating determinations. Industries' management has taken steps to make the company more competitive and profitable in the changing utility environment, including partnering on energy projects with major industrial customers and conversions of some of its generating units to allow use of lower cost, low-sulfur coal. FERC Order No. 636 shifted primary responsibility for gas acquisition, transportation, and peak days' supply from pipelines to local gas distribution companies such as the Utilities. Although pipelines continue to transport gas, they no longer provide sale service. The Utilities believe they have taken appropriate steps to ensure the continued acquisition of adequate gas supplies at reasonable prices. The mix of gas revenues from retail sales, interruptible retail sales, firm transportation service, and interruptible transportation services has changed significantly over the past several years. The deregulation of the gas industry, since the mid-1980's, allows large industrial and commercial customers to purchase their gas supplies directly from producers and use the Utilities' facilities to transport the gas. Transportation customers pay the Utilities only for transporting their gas from the pipeline to the customers' premises. Northern Indiana filed an Alternative Regulatory Plan (ARP) with the Commission on November 29, 1995. The purpose of the ARP is to create a business and regulatory environment and structure which will permit increased choice for gas customers, competition among suppliers, and improved natural gas service. In its petition, Northern Indiana stated it would propose to implement new rates and services that would include, but not be limited to, further unbundling of services for additional customer classes which would include increased customer choice for sources of natural gas supply, negotiated services and prices, and incentive gas and storage cost mechanisms. The Commission will hold hearings during first quarter of 1997. To date, the Utilities' system has not been materially affected by competition, and management does not foresee substantial adverse effects in the near future, unless the current regulatory structure is substantially altered. The Utilities believe the steps they are taking to deal with increased competition will have significant, positive effects in the next few years. Part II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS. Industries and Northern Indiana are parties to various pending proceedings, including suits and claims against them for personal injury, death and property damage, but, in the opinion of their counsel, the nature of such proceedings and suits, and the amounts involved, do not depart from the ordinary routine litigation and proceedings incidental to the kind of business conducted by Industries and Northern Indiana, except as described under Note 3 (Pending Tax Matter), Note 4 (Elm Energy and Recycling (UK) Ltd.), and Note 6 (Environmental Matters) in the Notes to Consolidated Financial Statements under Part I, Item 1 of this report on Form 10-Q. To the knowledge of Industries no other material legal proceedings against Industries, Northern Indiana or their subsidiaries are contemplated by governmental authorities and other parties. Item 2. CHANGES IN SECURITIES. None Item 3. DEFAULTS UPON SENIOR SECURITIES. None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. Exhibit 3 - By-laws effective August 27, 1996. Exhibit 11.1 - Computation of Per Share Earnings Three-Month, Nine-Month, and Twelve-Month Periods Ended September 30, 1996. Exhibit 11.2 - Computation of Per Share Earnings Three-Month, Nine-Month, and Twelve-Month Periods Ended September 30, 1995. Exhibit 23 - Consent of Arthur Andersen LLP (b) Reports on Form 8-K. None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NIPSCO Industries, Inc. (Registrant) /s/Jerry M. Springer Controller and Chief Accounting Officer Date November 13, 1996