SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ FORM 10-Q ____________ (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________TO________ COMMISSION FILE NUMBER 0-10721 YANKEE ENERGY SYSTEM, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CONNECTICUT 06-1236430 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 599 RESEARCH PARKWAY MERIDEN, CONNECTICUT 06450-1030 (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) REGISTRANT'S TELEPHONE NUMBER (203) 639-4000 NOT APPLICABLE (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT) 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 ____ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. NUMBER OF SHARES OF COMMON STOCK ($5.00 PAR VALUE) OUTSTANDING AT JULY 31, 1996 10,449,554 YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets: June 30, 1996 and September 30, 1995 Consolidated Statements of Income: Three and Nine Months Ended June 30, 1996 and 1995 Consolidated Statements of Cash Flows: Nine Months Ended June 30, 1996 and 1995 Notes to Consolidated Financial Statements Report on Review by Independent Public Accountants Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures PART 1. FINANCIAL INFORMATION YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, September 30, 1996 1995 ________ _________ (Unaudited) (Thousands of Dollars) ASSETS Utility Plant, at original cost $495,274 $488,540 Less: Accumulated provision for depreciation 176,982 174,522 ________ ________ 318,292 314,018 Construction work in progress 10,706 10,852 ________ ________ Total Net Utility Plant 328,998 324,870 ________ ________ Other Property and Investments 12,792 30,565 ________ ________ Current Assets: Cash and temporary cash investments 25,081 725 Accounts receivable, net 35,501 22,044 Fuel supplies 5,809 10,611 Other materials and supplies 1,615 1,625 Recoverable gas costs 245 1,713 Accrued utility revenues 5,901 5,638 Prepaid taxes --- 281 Other 3,300 4,069 _______ _______ Total Current Assets 77,452 46,706 _______ _______ Deferred Gas Costs --- 2,261 Recoverable Environmental Cleanup Costs 32,080 38,331 Recoverable Income Taxes 20,014 27,575 Recoverable Postretirement Benefits Costs 1,618 2,390 Other Deferred Debits 10,099 6,603 _______ _______ Total Assets $483,053 $479,301 _______ ________ _______ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, September 30, 1996 1995 _________ ____________ (Unaudited) (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common shares - $5.00 par value. Authorized 20,000,000 shares; 10,449,554 shares outstanding at June 30, 1996 and 10,396,522 outstanding at September 30, 1995 $ 52,248 $ 51,982 Capital surplus, paid in 87,910 86,862 Retained earnings 31,735 14,709 Employee stock ownership plan guarantee (1,400) (1,800) ________ ________ Total Common Shareholders' Equity 170,493 151,753 Long-term debt, net of current portion 112,649 141,049 _______ _______ Total Capitalization 283,142 292,802 _______ _______ Current Liabilities: Notes payable to banks 5 28,525 Long-term debt, current portion 34,017 5,917 Accounts payable 19,097 18,300 Accrued interest 3,688 3,569 Accrued taxes 13,123 --- Refundable gas costs --- 697 Other 6,442 6,555 _______ _______ Total Current Liabilities 76,372 63,563 _______ _______ Deferred Gas Costs 8,174 --- Accumulated Deferred Income Taxes 38,563 39,513 Unfunded Deferred Income Taxes 19,976 27,557 Accumulated Deferred Investment Tax Credits 9,174 9,457 Reserve for Environmental Cleanup Costs 35,000 35,000 Unfunded Postretirement Benefits Costs 3,118 2,390 Other Deferred Credits 9,534 9,019 ______ ______ Commitments and Contingencies (Note 3) Total Capitalization and Liabilities $483,053 $479,301 ________ ________ ________ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended June 30, 1996 1995 _______ ______ (Thousands of Dollars, except share information) Utility Operating Revenues $ 60,061 $ 55,101 Less: Cost of Gas 31,339 28,341 _______ _______ Utility Revenues, net 28,722 26,760 _______ _______ Nonutility Revenues 72 --- _______ _______ Total Revenues 28,794 26,760 _______ _______ Other Operating Expenses: Operations 14,682 13,170 Maintenance 1,547 1,505 Depreciation 4,180 4,200 Federal and state income taxes 411 (568) Taxes other than income taxes 5,124 4,858 Organizational charges 90 414 _______ _______ Total Other Operating Expenses 26,034 23,579 _______ _______ Operating Income 2,760 3,181 Other Income, net 2,933 994 _______ _______ Income Before Interest Charges 5,693 4,175 Interest Charges, net 3,871 3,920 _______ _______ Net Income $ 1,822 $ 255 _______ _______ _______ _______ Total Earnings per Common Share $ 0.17 $ 0.02 _______ _______ _______ _______ Common Shares Outstanding (Average) 10,449,554 10,348,791 __________ __________ __________ __________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended June 30, 1996 1995 ____ ____ (Thousands of Dollars, except share information) Utility Operating Revenues $297,703 $254,141 Less: Cost of Gas 165,305 135,284 _______ _______ Utility Revenues, net 132,398 118,857 _______ _______ Nonutility Revenues 160 --- _______ _______ Total Revenues 132,558 118,857 Other Operating Expenses: Operations 42,647 40,630 Maintenance 4,777 4,783 Depreciation 12,467 12,621 Federal and state income taxes 19,608 13,917 Taxes other than income taxes 19,220 17,735 Organizational charges 208 1,163 _______ _______ Total Other Operating Expenses 98,927 90,849 _______ _______ Operating Income 33,631 28,008 Other Income, net 5,096 3,136 _______ _______ Income Before Interest Charges 38,727 31,144 Interest Charges, net 11,740 11,680 _______ _______ Net Income $ 26,987 $ 19,464 _______ _______ _______ _______ Total Earnings per Common Share $ 2.59 $ 1.89 _______ _______ _______ _______ Common Shares Outstanding (Average) 10,430,410 10,316,469 __________ __________ __________ __________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC.AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, __________________ 1996 1995 ____ ____ (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $26,987 $19,464 Adjusted for the following: Depreciation 12,468 12,621 Equity earnings from investments (2,756) (3,637) Gain on sale of investment in Iroquois (2,688) --- Deferred income taxes, net (2,002) (3,656) Deferred gas costs activity and other non-cash items 15,910 14,279 Changes in working capital: Accounts receivable and accrued utility revenues (13,720) (3,211) Accounts payable 797 (2,605) Accrued taxes 13,404 11,472 Other working capital (excludes cash) 6,337 5,107 _______ _______ Net cash provided by operating activities 54,737 49,834 _______ _______ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 265 386 Premium on common stock 944 1,254 Issuance of long-term debt 2,150 20,000 Retirement of long-term debt (2,450) (23,300) Financing expenses --- (261) Decrease in short-term debt (28,520) (13,700) Cash dividends-common stock (9,957) (9,540) ________ ________ Net cash used for financing activities (37,568) (25,161) ________ ________ INVESTMENT IN PLANT AND OTHER: Utility Plant, net of allowance for other funds used during construction (15,634) (15,248) Other property and investments (1,996) --- Iroquois distribution 2,625 735 Proceeds from Iroquois sale 22,192 --- _______ ________ Net cash provided by (used) for plant and other investments 7,187 (14,513) ________ _______ Net Increase in Cash and Temporary Cash Investments for the Period 24,356 10,160 Cash and Temporary Cash Investments, beginning of period 725 602 ________ ________ Cash and Temporary Cash Investments end of period $25,081 $10,762 ________ _______ ________ _______ Supplemental Cash Flow Information: Cash paid during the period for: Interest, net of amounts capitalized $10,046 $10,793 Income taxes $14,213 $ 7,800 The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1) GENERAL The accompanying unaudited consolidated financial statements should be read in conjunction with the Annual Report of Yankee Energy System, Inc. (Yankee Energy or the Company) on Form 10-K for the fiscal year ended September 30, 1995 (1995 Form 10-K), including the audited financial statements (and notes thereto) incorporated by reference therein and the Company's quarterly reports on Form 10-Q for the quarters ended December 31, 1995 and March 31, 1996. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position of the Company as of June 30, 1996, and its results of operations for the three and nine months ended June 30, 1996 and 1995 and cash flows for the nine months ended June 30, 1996 and 1995. The results of operations for the three and nine months ended June 30, 1996 and 1995 are not necessarily indicative of the results expected for a full year, due mainly to the highly seasonal nature of the gas business. 2) ACCOUNTING FOR THE EFFECTS OF REGULATION Yankee Gas Services Company (Yankee Gas) is subject to regulation by the Connecticut Department of Public Utility Control (DPUC). The Company prepares its financial statements in accordance with generally accepted accounting principles which includes the provisions of Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (FAS No. 71). FAS No. 71 requires a cost-based, rate-regulated enterprise such as Yankee Gas to reflect the impact of regulatory decisions in its financial statements. The DPUC, through the rate regulation process, can create regulatory assets that result when costs are allowed for ratemaking purposes in a period other than the period in which the costs would be charged to expense by an unregulated enterprise. Following the provisions of FAS No. 71, the Company has recorded regulatory assets or liabilities as appropriate primarily related to deferred gas costs, pipeline transition costs, hardship customer receivables, environmental cleanup costs, income taxes and postretirement benefits costs. The specific amounts related to these items are disclosed in the consolidated balance sheets. For additional information about these items see the 1995 Form 10-K. Yankee Gas continues to be subject to cost-of-service based rate regulation by the DPUC. Based upon current regulation and recent regulatory decisions, the Company believes that its use of regulatory accounting is appropriate and in accordance with the provisions of FAS No. 71. 3) COMMITMENTS AND CONTINGENCIES TRANSITION COSTS - ORDER NO. 636: The three major pipeline systems serving Yankee Gas (Iroquois Gas Transmission System, Tennessee Gas Pipeline Company and Algonquin Gas Transmission Company and its affiliate, Texas Eastern Transmission Company), have all restructured their services pursuant to Federal Energy Regulatory Commission (FERC) Order No. 636. Through June 30, 1996, Yankee Gas has paid approximately $14.6 million of transition costs and an additional $0.4 million are anticipated. To date, Yankee Gas has collected $28.5 million through a combination of gas supplier refunds, deferred gas costs credits and excess interruptible margins. These excess collections of approximately $13.9 million have been applied against certain regulatory assets in accordance with a January 3, 1996 DPUC decision. This decision allows for the recovery of certain regulatory assets with the stipulation that Yankee Gas would not increase its rates prior to October 1, 1998. GAS SUPPLY HEDGING ACTIVITIES: The Company has gas service agreements with two customers to supply gas at fixed prices. Because the Company purchases gas on a variable price basis, it has found it necessary to hedge gas prices with derivatives to respond to customers' needs for long term fixed pricing. Both agreements are similar in structure in that the Company executed a commodity swap contract with a commodity trading firm. Under a master commodity swap agreement, the price of a specified quantity of gas is fixed over the term of the gas service agreement with the customer. In both cases, the Company is acting as an agent using its credit to provide fixed pricing to its customers using a commodity swap. The Company's results of operations are unaffected by the hedge transaction given that it passes through the cost of the hedge to either the commodity trading firm or its customer depending on the difference in the fixed and floating prices for gas. Also, the customers are accountable for all costs incurred by the Company to execute and maintain the commodity swap contract. Of the two gas service hedging agreements currently in force, only one is material relative to the significance of gas volumes being hedged. This agreement has a ten year term and requires the Company to supply approximately one BCF of gas per year, with relatively low margin, at a fixed price beginning August 1, 1995. The price is allowed to escalate by a predetermined rate every year after the first year. The commodity swap contract for this hedging agreement was executed August 17, 1994. The Company is responsible for margin calls collateralizing the commodity swap contract from August 17, 1994 through the term of the gas service agreement. Currently, the Company has a letter of credit in the amount of $3.25 million issued to the commodity trading firm collateralizing the commodity contract. There have been no other material developments in this area. For a detailed description of the items that comprise commitments and contingencies of the Company, see the 1995 Form 10-K. 4) SUBSEQUENT EVENT - ACQUISITION On July 18, 1996, Yankee Energy Services Company, a subsidiary of Yankee Energy System, Inc. (Yankee Energy), acquired Industrial Combustion, Inc. (ICI) of East Granby, Connecticut with field offices in Albany, New York and Boston, Massachusetts. ICI is a manufacturer and service company that provides heating, ventilating, and air conditioning services and a designer of automated temperature control systems for the industrial and commercial market. 5) SALE OF INTEREST IN IROQUOIS On April 30, 1996, Yankee Energy sold its entire 10.5 percent interest in the Iroquois Pipeline, an interstate pipeline. The Company received approximately $22.2 million under the terms of the sale which resulted in a net after-tax gain of $2.5 million, or $0.24 per share. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Management of Yankee Energy System, Inc.: We have reviewed the accompanying consolidated balance sheet of Yankee Energy System, Inc. (a Connecticut corporation) and subsidiaries (the Company) as of June 30, 1996 and the related consolidated statements of income for the three-month and nine- month periods then ended and cash flows for the nine-month period then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. Arthur Andersen LLP Hartford, Connecticut July 31, 1996 YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations This section contains management's assessment of the financial condition of Yankee Energy System, Inc. (Yankee Energy or the Company) and the principal factors which had an impact on the results of operations in the periods presented. This discussion should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended September 30, 1995, including the audited consolidated financial statements (and notes thereto) incorporated by reference therein, and the Company's quarterly reports on Form 10-Q for the quarters ended December 31, 1995 and March 31, 1996. FINANCIAL CONDITION OVERVIEW Consolidated earnings per share for the quarter ended June 30, 1996 were $0.17 based on 10,449,554 average common shares, compared to $0.02 per share for the same period a year earlier. The earnings for the quarter ended June 30, 1996 include the April 30, 1996 sale of the Company's Iroquois investment that resulted in a net after-tax gain of $2.5 million or $0.24 per share. For the nine months ended June 30, 1996, earnings were $2.59 per share, or $2.35 per share excluding the gain on the sale of the Company's investment in Iroquois, based on 10,430,410 average common shares compared to $1.89 per share for the nine months ended June 30, 1995. The Company issued 3,039 new shares of common stock during the three months ended June 30, 1996 under its Shareholder Investment Plan. Excluding the gain on the Iroquois sale, earnings for the three month period ending June 30, 1996 decreased $0.09 per share compared to the three month period ending June 30, 1995. This decrease was primarily due to the reduction in earnings on the Company's investment in Iroquois which generated approximately $0.06 per share net after-tax income for the three months ended June 30, 1995. Additionally, interruptible sales decreased 17 percent for the three months ended June 30, 1996 compared to the same period a year earlier primarily due to a decrease in transportation revenue from an electric generation customer. The increase in earnings for the nine months ended June 30, 1996 was primarily due to weather that was approximately 13 percent colder compared to the same period a year earlier. This cold weather caused firm sales to increase approximately 15 percent for the nine month period ending June 30, 1996 compared to the same period a year earlier. The sale of the Company's investment in Iroquois, an interstate pipeline, was a critical element of the strategic plan for Yankee Energy. The Company's strategic plan focuses on placing more attention and devoting resources to the ongoing development of its energy services business through the efforts of its nonregulated subsidiary, Yankee Energy Services Company (YESCo). In line with the Company's initiative to grow the nonregulated business, on July 18, 1996 YESCo acquired Industrial Combustion, Inc. (ICI) of East Granby, Connecticut with field offices in Albany, New York and Boston, Massachusetts. ICI is a manufacturer and service company that provides heating, ventilating, and air conditioning services and a designer of automated temperature control systems for the industrial and commercial market. RESULTS OF OPERATIONS COMPARISON OF THE THIRD QUARTER OF FISCAL 1996 WITH THE THIRD QUARTER OF FISCAL 1995 REVENUES AND SALES Operating revenues increased $4.9 million in the third quarter of fiscal 1996 compared with the same period in the prior fiscal year. The components of the change in operating revenues are as follows: Changes in Operating Revenues (Millions of Dollars) Increase/(Decrease) Firm and other (excluding gas cost recoveries): Sales, transportation and other $ 0.2 _____ Subtotal - Firm and other 0.2 _____ Interruptible/off system sales and transportation (excluding gas costs recoveries): --- _____ Total - Excluding gas cost recoveries 0.2 Plus: Gas cost recoveries 3.0 Amount applied to transition costs 1.7 ______ Total change in operating revenues $ 4.9 ______ ______ The corresponding changes in the Company's throughput were as follows: Quarter Ended June 30, 1996 1995 Increase (Mcf - thousands) Firm sales and transportation 6,046 5,842 204 Interruptible/off system sales and transportation 2,834 3,406 (572) ______ ______ ______ Total 8,880 9,248 (368) ______ ______ ______ ______ ______ ______ Firm and other revenues (excluding gas cost recoveries) increased for the third quarter of fiscal 1996 compared to the same period in fiscal 1995 due to an increase in firm sales resulting from favorable economic conditions. There was no change in interruptible margin for the three months ended June 30, 1996 compared to the three months ended June 30, 1995 since the volume decrease was from a low margin sale. Gas cost recoveries increased due to higher firm sales in the third quarter of fiscal 1996 compared to the same period in fiscal 1995 and higher per-unit gas costs. COST OF GAS Cost of gas increased $3.0 million for the three months ended June 30, 1996 compared to the three months ended June 30, 1995 due to higher firm sales and per-unit gas costs, along with the recovery of undercollected gas costs in the third quarter of fiscal 1996 compared to the same period a year earlier. The components of cost of gas were as follows: Quarter Ended June 30, 1996 1995 (Millions of Dollars) Actual gas purchases $41.9 $34.3 Effect of purchased gas adjustment (PGA) clause (10.6) (6.0) _____ _____ Total expense $31.3 $28.3 _____ _____ _____ _____ OTHER OPERATING EXPENSES Total other operating expenses increased $2.5 million in the third quarter of fiscal 1996 compared with the same period in the prior year as a result of the following items: Operations and maintenance expenses increased $1.6 million in the third quarter of fiscal 1996 compared to the third quarter of fiscal 1995. This increase was due to higher uncollectible accounts expense as a result of increased revenues in fiscal year 1996 attributable to colder weather, and increased expenses associated with the growth of nonregulated operations. Federal and state income taxes, including the portion contained in Other Income, increased $0.9 million due to higher income from operations in the third quarter of fiscal 1996 compared to the same period in fiscal 1995. Taxes other income taxes increased $0.3 million for the three months ended June 30, 1996 compared to the three months ended June 30, 1995 primarily due to higher Connecticut Gross Earnings taxes resulting from increased revenues in the current period compared to the same period a year earlier. Other income (excluding federal and state income taxes) increased $1.9 million in the third quarter of fiscal 1996 compared to the third quarter of fiscal 1995 primarily due to the gain on the Iroquois sale. Excluding the gain on the sale of the Company's interest in Iroquois, other income decreased $0.8 million in the third quarter of fiscal 1996 compared to the third quarter of fiscal 1995. This decrease is primarily due to the reduction in earnings on the Company's Iroquois investment. COMPARISON OF THE FIRST NINE MONTHS OF FISCAL 1996 WITH THE FIRST NINE MONTHS OF FISCAL 1995 REVENUES AND SALES Operating revenues increased $43.7 million in the first nine months of fiscal 1996 compared with the same period in the prior fiscal year. The components of the change in operating revenues are as follows: Changes in Operating Revenues (Millions of Dollars) Increase/(Decrease) Firm and other (excluding gas costs recoveries): Sales, transportation and other $ 13.5 _______ Subtotal - Firm and other 13.5 _______ Interruptible/off system sales and transportation (excluding gas cost recoveries): (0.4) ______ Total - Excluding gas cost recoveries 13.1 Plus: Gas cost recoveries 30.0 Amount applied to transition costs 0.6 ______ Total change in operating revenues $ 43.7 _______ _______ The corresponding changes in the Company's throughput were as follows: Nine Months Ended June 30, 1996 1995 Increase/(Decrease) (Mcf - thousands) Firm sales and transportation 30,920 26,815 4,105 Interruptible/off system sales and transportation 8,210 10,377 (2,167) ______ ______ _______ Total 39,130 37,192 1,938 ______ ______ _______ Firm and other revenues (excluding gas cost recoveries) increased for the first nine months of fiscal 1996 compared to the same period in fiscal 1995 due to a 15 percent increase in firm sales resulting from weather that was 13 percent colder this year compared to last year. Interruptible margin decreased $0.4 million for the nine months ended June 30, 1996 compared to the nine months ended June 30, 1995 primarily due to less usage by interruptible customers who can use alternative fuels. Gas cost recoveries increased due to higher firm sales and higher per-unit gas costs in fiscal year 1996 compared to fiscal year 1995. COST OF GAS Cost of gas increased $30.0 million for the nine months ended June 30, 1996 compared to the nine months ended June 30, 1995 due to higher firm sales and per-unit gas costs, along with the recovery of undercollected gas costs in fiscal 1996 compared to fiscal 1995. The components of cost of gas were as follows: Nine Months Ended June 30, 1996 1995 (Millions of Dollars) Actual gas purchases $149.7 $123.2 Effect of purchased gas adjustment (PGA) clause 15.6 12.1 _____ ______ Total expense $165.3 $135.3 ______ ______ ______ ______ OTHER OPERATING EXPENSES Total other operating expenses increased $8.1 million in the first nine months of fiscal 1996 compared with the same period in the prior year as a result of the following items: Operations and maintenance expenses increased $2.0 million in the first nine months of fiscal 1996 compared with the same period a year earlier due to higher uncollectible accounts expense related to higher revenue and increased expenses associated with the growth of nonregulated operations through the first nine months of fiscal year 1996 compared to the same period a year earlier. These increases were offset by lower payroll and medical expenses resulting from last year's Business Transformation. Federal and state income taxes, including the portion contained in Other Income, increased $5.5 million resulting from higher pre-tax net income from operations. Taxes other than income taxes increased $1.5 million for the nine months ended June 30, 1996 compared to the nine months ended June 30, 1995 primarily due to higher Connecticut Gross Earnings taxes resulting from higher revenues in fiscal 1996 and higher municipal taxes. Other income (excluding federal and state income taxes) increased $1.8 million in the first nine months of fiscal 1996 primarily due to the gain on the Iroquois sale and higher interest income earned from temporary cash investments through the first nine months of fiscal year 1996 compared to the same period a year earlier. LIQUIDITY AND CAPITAL RESOURCES Cash and temporary cash investments at June 30, 1996 totaled $25.1 million. Principal sources of cash for the nine months ended June 30, 1996 were net income, the overcollection of gas costs and the proceeds received on the sale of the Company's interest in Iroquois. These funds were used primarily to reduce short-term debt, meet sinking fund requirements, dividend payments and capital expenditures. Expenditures for utility plant and other investments totaled $17.6 million for the first nine months of fiscal 1996, reflecting a $2.4 million increase from the same period in fiscal 1995. During the first nine months of fiscal 1996, construction additions were supported by short-term debt and cash from operations. The seasonal nature of gas revenues, inventory purchases and construction expenditures may create a need for short-term borrowing to supplement internally generated funds. As of June 30, 1996, Yankee Gas had a revolving line of credit of $60 million with a group of five banks. Under the agreement, funds may be borrowed on a short-term revolving basis using either fixed or variable rate loans. Yankee Gas also had uncommitted credit lines of $27 million as of June 30, 1996. At June 30, 1996, Yankee Gas had no outstanding borrowings on its agreements. In addition, Yankee Energy had no outstanding borrowings at June 30, 1996 on its $15 million committed line of credit. The long-term credit needs of Yankee Gas are being met by a first mortgage bond indenture which provides for the issuance of bonds from time to time, subject to certain issuance tests. At June 30, 1996, indenture requirements, including the required coverage ratio, would allow for the issuance of an additional $144 million of bonds at an assumed interest rate of 7.9 percent. The Company has entered into fixed revenue-rate contracts with two customers for the delivery of natural gas. The Company has hedged these commitments with the purchase of natural gas swaps. In order to satisfy certain provisions of the arrangement, the Company has provided a letter of credit for $3.25 million. The Company's results of operations are unaffected by the hedge transaction given that it passes through the cost of the hedge to either the commodity trading firm or its customer depending on the difference in the fixed and floating prices for gas. Yankee Gas has received approximately $6.2 million in fiscal 1996 from insurance settlements for recovery of coal tar remediation costs. Total recoveries expected from insurance settlements cannot be determined at this time. For further information concerning coal tar remediation, please see note 8, Commitments and Contingencies, in the 1995 Form 10-K. For the nine months ended June 30, 1996, the Company issued 52,212 new shares of common stock under the Company's Shareholder Investment Plan and 820 shares under its Long-Term Incentive Plan. PART II - OTHER INFORMATION Item 5. OTHER INFORMATION On May 23, 1996, Yankee Energy elected Professor Patricia M. Worthy a member of its Board of Directors. Ms. Worthy is a Professor at Howard University School of Law in Washington, D.C. Before joining Howard University, she was Chief of Staff and Legal Counsel to the Mayor of the District of Columbia and served as Chairman of the Public Service Commission of the District of Columbia, and prior to that, Commission. Professor Worthy brings to the Board significant knowledge of the natural gas industry at a time of great change within the industry. Yankee Energy announced on June 18, 1996 that Steven P. Laden would fill the newly created position of Vice President of Sales and Marketing. Mr. Laden was formerly Vice President of Marketing at the Southern Union Company in Austin, Texas. He has a strong natural gas and energy services marketing background which the Company believes will contribute to its growth and success. Item 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits Exhibit 27 - Financial Data Schedule b. Reports on Form 8-K One report on Form 8-K, dated April 30, 1996, was filed with the Securities and Exchange Commission during the quarter covered by this report, reporting in Item 5 Yankee Energy's sale of its 10.5 percent interest in the Iroquois pipeline. The Company received $22.2 million under the terms of the sale which reflected a net after-tax gain of $2.5 million, or $0.24 per share, realized in the third quarter of fiscal 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. YANKEE ENERGY SYSTEM, INC. __________________________ (Registrant) Date: August 12, 1996 /s/ Michael E. Bielonko ___________________________ Michael E. Bielonko Vice President and Chief Financial Officer Date: August 12, 1996 /s/ Nicholas A. Rinaldi ___________________________ Nicholas A. Rinaldi Controller