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 DECEMBER 31, 1997 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 JANUARY 31, 1998 10,475,797 YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income: Three Months Ended December 31, 1997 and 1996 Consolidated Balance Sheets: December 31, 1997 and September 30, 1997 Consolidated Statements of Cash Flows: Three Months Ended December 31, 1997 and 1996 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 Item 3. Quantitative and Qualitative Disclsoures About Market Risk PART II. OTHER INFORMATION Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures PART I. FINANCIAL INFORMATION Item 1. Financial Statements YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, __________________ 1997 1996 ____ ____ (Thousands of Dollars, except share information) Revenues: Utility Revenues $ 97,118 $ 94,632 Nonutility Revenues 5,477 1,050 ______ ______ Total Revenues 102,595 95,682 ______ ______ Operating Expenses: Cost of Gas/Goods Sold 56,139 51,257 Operations 15,233 13,587 Maintenance 1,191 1,600 Depreciation and amortization 4,678 4,326 Taxes other than income taxes 5,020 5,873 ______ ______ Total Operating Expenses 82,261 76,643 ______ ______ Operating Income 20,334 19,039 Other Income (Expense): Other Income, net 69 2 Interest Charges, net (2,974) (3,248) ______ ______ Income Before Income taxes 17,429 15,793 Provision For Income Taxes 8,338 6,914 ______ ______ Net Income $ 9,091 $ 8,879 ______ _____ ______ _____ Basic Earnings per Common Share $ 0.87 $ 0.85 ______ _____ ______ _____ Diluted Earnings per Common Share $ 0.87 $ 0.85 ______ _____ ______ _____ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, SEPTEMBER 30, 1997 1997 ____ ____ (UNAUDITED) (Thousands of Dollars) ASSETS Utility Plant, at original cost $ 531,416 $ 524,221 Less: Accumulated provision for depreciation 196,403 192,506 _________ _________ 335,013 331,715 Construction work in progress 18,724 19,150 _________ _________ Total Net Utility Plant 353,737 350,865 _________ _________ Other Property and Investments 21,646 19,311 _________ _________ Current Assets: Cash and temporary cash investments 1,612 2,239 Accounts receivable, net 53,425 27,002 Fuel supplies 4,482 10,370 Other materials and supplies 2,839 2,186 Accrued utility revenues 19,390 4,667 Prepaid taxes --- 8,031 Deferred gas costs, current portion 1,937 2,034 Other 9,494 5,901 _________ _________ Total Current Assets 93,179 62,430 _________ _________ Deferred Gas Costs 6,068 8,364 Recoverable Environmental Cleanup Costs 31,968 31,667 Recoverable Income Taxes 9,430 11,038 Recoverable Postretirement Benefits Costs 1,523 1,515 Other Deferred Debits 15,597 15,174 ________ ________ Total Assets $ 533,148 $ 500,364 ________ ________ ________ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, SEPTEMBER 30, 1997 1997 ____ ____ (UNAUDITED) (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common shares - $5.00 par value. Authorized 20,000,000 shares; 10,473,552 shares outstanding at December 31, 1997 and 10,454,414 oustanding at September 30, 1997 $ 52,368 $ 52,272 Capital surplus, paid in 88,387 88,003 Retained earnings 32,019 26,431 Employee stock ownership plan guarantee (600) (1,000) ________ _______ Total Common Shareholders' Equity 172,174 165,706 Long-term debt, net of current portion 134,865 135,265 ________ _______ Total Capitalization 307,039 300,971 ________ _______ Current Liabilities: Notes payable to banks 62,200 39,000 Long-term debt, current portion 4,017 4,017 Accounts payable 24,065 22,741 Accrued interest 3,614 2,008 Accrued taxes 2,050 --- Pipeline transition costs payable 3,458 3,538 Other 6,132 6,480 ________ ________ Total Current Liabilities 105,536 77,784 ________ ________ Accumulated Deferred Income Taxes 67,325 68,205 Accumulated Deferred Investment Tax Credits 8,608 8,703 Reserve for Environmental Cleanup Costs 35,000 35,000 Postretirement Benefits Obligation 3,099 2,840 Other Deferred Credits 6,541 6,861 _______ _______ Commitments and Contingencies (Note 4) --- --- _______ _______ Total Capitalization and Liabilities $ 533,148 $ 500,364 ________ ________ ________ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1997 1996 ____ ____ (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 9,091 $ 8,879 Adjusted for the following: Depreciation 4,678 4,326 Equity earnings from investments (4) (64) Deferred income taxes, net 633 1,779 Deferred gas costs activity and other non-cash items 1,705 394 Changes in working capital: Accounts receivable and accrued utility revenues (41,146) (31,465) Accounts payable 1,324 6,174 Prepaid taxes 10,081 7,118 Other working capital (excludes cash) 2,900 1,945 _______ _______ Net cash provided by operating acitivies (10,738) (914) _______ _______ CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from common stock issuance 493 --- Retirement of long-term debt (400) (400) Increase in short-term debt 23,200 6,400 Cash dividends-common stock (3,503) (3,396) _______ _______ Net cash provided by financing activities 19,790 2,604 _______ _______ INVESTMENT IN PLANT AND OTHER: Utility Plant (6,986) (5,628) Other property and investments (2,693) (1,038) ______ _______ Net cash used for plant and other (9,679) (6,666) ______ _______ NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS FOR THE PERIOD (627) (4,976) CASH AND TEMPORARY INVESTMENTS, BEGINNING OF PERIOD 2,239 7,853 _______ _______ CASH AND TEMPORARY CASH INVESTMENTS, END OF PERIOD $ 1,612 $ 2,877 _______ _______ _______ _______ SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for: Interest, net of amounts capitalized $ 1,750 $ 3,254 Income taxes $ 6 $ 0 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. (YES or the Company) on Form 10-K for the fiscal year ended September 30, 1997 (1997 Form 10-K), including the audited financial statements (and notes thereto) incorporated by reference therein. 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 December 31, 1997, and its results of operations for the three months ended December 31, 1997 and 1996 and cash flows for the three months ended December 31, 1997 and 1996. The results of operations for the three months ended December 31, 1997 and 1996 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 The Company's wholly-owned subsidiary, 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 71). FAS 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 71, Yankee Gas 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 1997 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, Yankee Gas believes that its use of regulatory accounting is appropriate and in accordance with the provisions of FAS 71. 3) EARNINGS PER SHARE Basic earnings per common share were computed by dividing net income by the weighted average number of common shares outstanding during the quarter. For the quarters ended December 31, 1997 and 1996, the weighted average common shares outstanding were 10,461,989 and 10,449,554 respectively. Diluted earnings per common share for the quarters ended December 31, 1997 and 1996 were determined on the assumptions that the outstanding stock options, if dilutive, were converted. For the quarters ended December 31, 1997 and 1996, the diluted weighted average common shares outstanding were 10,466,688 and 10,451,097, respectively, including dilutive stock options of 4,699 and 1,543, respectively. In fiscal 1998, the Company adopted the Statement of Financial Accounting Standards No. 128, "Earnings per Share" (FAS 128). As a result, the Company's reported earnings per share for the quarter ended December 31, 1996 was restated. The effect of this accounting change on previously reported earnings per share data was immaterial. 4) COMMITMENTS AND CONTINGENCIES The Company faces a number of contingencies which arise during the normal course of business and which have been discussed in Note 9 (entitled "Commitments and Contingencies")to the Consolidated Financial Statements included in the Company's 1997 Form 10-K Report. Except as disclosed below, for the quarter ended December 31, 1997, there have been no material changes in the matters discussed in Note 9, to the Company's 1997 Form 10K Report. DPUC Settlement: On January 3, 1996, the DPUC issued a Final Decision in reopened Docket No. 92-02-19. The Docket allows for recovery of certain deferred regulatory assets with the stipulation that Yankee Gas would not increase its rates before October 1, 1998, except in the event of certain circumstances which would adversely affect Yankee Gas' financial condition. Yankee Gas may apply a portion of excess transition credits received from pipeline refunds, interruptible excess margin, deferred gas costs, capacity release activity, and off-system sales margin to certain regulatory assets. As of December 31, 1997, excess collections of approximately $25.4 million were applied against the deferred regulatory assets specified in the decision. Firm Transportation: On January 24, 1996, the DPUC issued a Final Decision on Docket No. 92-02-19 Reopen I. The Decision allows Yankee Gas to offer a broad array of service options to commercial and industrial FT customers. Yankee Gas implemented these new FT rates and services on April 1, 1996, and as of December 31, 1997 had approximately 2,000 customers under the new FT service. A switch by existing sales customers to transportation tariffs will result in decreased revenues for Yankee Gas as the portion of revenues representing gas costs will now be borne directly by those customers. Yankee Gas, however, does not expect customer conversions to transportation services to affect its net income because the cost of gas has traditionally been a pass through item with no income impact. This Decision did not address Yankee Gas' revenue requirement. Rate Review: On August 25, 1996, Yankee Gas filed an application with the DPUC for a Financial and Operational Review (Review). This Review was required under Connecticut statute since Yankee Gas had not undergone a rate proceeding within the last four years. Yankee Gas' last rate application was approved on August 26, 1992, and this Review was necessary to comply with the statute. On July 9, 1997, the DPUC issued its decision in Docket No. 96-08-05. The DPUC decision, which is not a rate order, called for a lowering of Yankee Gas' authorized Return on Equity (ROE) from 12.43 percent to 11.15 percent. The DPUC believed that lower current interest rates and recently allowed rates of return for other Connecticut utilities justified a lower ROE for Yankee Gas. On October 1, 1997, the DPUC approved a settlement whereby Yankee Gas will credit approximately $3.2 million to firm sales customers through the Purchased Gas Adjustment (PGA) during the period November 1997 through March 1998. As of December 31, 1997 approximately $1.0 million has been credited to firm sales customers. The settlement also allows Yankee Gas to maintain its base rates until the end of fiscal year 2000, resulting in an eight- year period in which Yankee Gas will have gone without an increase in its base rates. Tax/Legal Issues: In fiscal 1996, Yankee Gas received revised property tax bills from the City of Meriden, Connecticut (the City). The City is asserting a claim for approximately $5.0 million for back taxes and interest resulting from a retroactive reassessment and revaluation of Yankee Gas personal property filings. The City did not locate or identify any property which Yankee Gas omitted from its filings. The tax bills reflect a reassessment of property at higher rates than those previously accepted by the City. Yankee Gas is currently in the process of litigating this retroactive reassessment. Although it is anticipated that the outcome of this claim will not have a material impact on the Company, based on the information available at this time, management cannot predict what the ultimate impact might be. In November 1995, a purported class action suit was filed against Yankee Gas and the state's two other LDCs by the Connecticut Heating and Cooling Contractors' Association, Inc. et al, claiming the LDCs engaged in, among other things, unfair trade practices. The action alleges that the LDCs unfairly competed with licensed plumbers and contractors by performing customer service work using customer service employees who did not possess state trade licenses. The LDCs asserted that such licenses were not required for this work based on a statutory exemption enacted in 1965 and amended in 1967. However, in a separate proceeding, a Connecticut Superior Court upheld an administrative ruling against the LDCs' position, which was affirmed on appeal. In 1995, the Connecticut General Assembly enacted legislation that established, on a going-forward basis, a separate procedure for state certification of gas service employees. On January 27, 1998, the judge in this matter struck 31 out of the plaintiffs' 32 counts contained in their complaint. The plaintiffs will have until February 11, 1998 to replead. In addition to the court's decision to strike those counts, it also noted that although the plaintiffs' action purports to be a class action, it is not because to date, the plaintiffs have failed to obtain certification as a class action. While the ultimate results of the purported class action suit cannot be determined, management does not expect that it will have a material adverse effect on the Company's consolidated results of operations or financial position. Tax Audits: The Company is currently under audit by the State of Connecticut regarding its Gross Earnings Tax returns for the calendar years 1994, 1995, and 1996. The Company has been notified by the City of Naugatuck, Connecticut that it will be auditing the Company's Personal Property Tax Schedules for the years 1995, 1996, and 1997. On January 30, 1998 the Company received notification from the Internal Revenue Service (IRS) that it will be conducting an audit of the Company's 1995 Tax Return. All of these audits are in preliminary stages, and therefore the Company does not have sufficient information to determine the amount, if any, of additional liability that may result from these proceedings. However, the Company does not anticipate any of these audits to have a material effect on its financial position. 5) FORWARD-LOOKING STATEMENTS This report may contain statements which, to the extent they are not recitations of historical fact, constitute "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Such forward-looking statements involve risks and uncertainties. Actual results may differ materially from such forward- looking statements for reasons including, but not limited to, changes to and developments in the legislative and regulatory environments affecting the Company's business, the impact of competitive products and services, changes in the natural gas industry caused by deregulation and other factors, and certain environmental matters, as well as such other factors as set forth in the Company's Form 10-K for the year ended September 30, 1997. 6) 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 and disclosure of contingent 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. 7) RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform with current year presentation. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders 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 December 31, 1997, and the related consolidated statements of income and cash flows for the three-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. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet of Yankee Energy System, Inc. as of September 30, 1997 (not presented herein), and, in our report dated November 7, 1997, we expressed an unqualified opinion on that statement. In our opinion, the information set forth in the accompanying condensed balance sheet as of September 30, 1997 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Arthur Andersen LLP Hartford, Connecticut February 2, 1998 ITEM 2. Management's Discussion and Analysis of Financial Conditon and Results of Operations This section contains management's assessment of the financial condition of Yankee Energy System, Inc. (YES 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, 1997, including the audited consolidated financial statements (and notes thereto) incorporated by reference therein. FINANCIAL CONDITION OVERVIEW Consolidated earnings were $9.1 million for the three months ended December 31, 1997 compared to $8.9 million for the same period a year earlier. Both the corresponding basic and diluted earnings per share were $0.87 and $0.85 for the three months ended December 31, 1997 and 1996, respectively. Earnings for the first quarter of fiscal year 1998 increased slightly due to weather that was 6 percent colder than the same period last year. The resulting increase in revenues was partially offset by customer bill credits of approximately $1.0 million due to the rate review settlement reached with the DPUC in October 1997. The financial performance of the Company's non- regulated subsidiaries improved over the same period in fiscal 1997, and additional process improvement and efficiencies are expected during the fiscal year. RESULTS OF OPERATIONS COMPARISON OF THE FIRST QUARTER OF FISCAL 1998 WITH THE FIRST QUARTER OF FISCAL 1997 OPERATING REVENUES Operating revenues increase $6.9 million in the first quarter of fiscal 1998 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 sales and other $ 0.2 Firm transportation 3.5 _____ Subtotal firm sales, transportation and other (excluding gas cost recoveries) 3.7 Interruptible/off-system sales and transportation (excluding gas cost recoveries) (1.3) _____ Total (excluding gas cost recoveries) 2.4 Gas cost recoveries 0.1 _____ Change in utility revenues 2.5 Nonutility revenues 4.4 _____ Total change in operating revenue $ 6.9 _____ _____ The corresponding changes in Yankee Gas' throughput were as follows: Quarter Ended December 31, Increase/ 1997 1996 (Decrease) (Mcf - thousands) Firm sales 9,351 9,697 (346) Firm transportation 2,249 627 1,622 Interruptible/off-system sales 1,766 2,114 (348) Interruptible transportation 1,327 1,471 (144) _______ _______ ______ Total change in throughput 14,693 13,909 784 _______ _______ ______ _______ _______ ______ The change in operating revenues primarily reflects weather that was 6 percent colder and an increase in customers of approximately 2,500 in the first quarter of fiscal 1998 compared to the same period in fiscal 1997. With the introduction of firm transportation on April 1, 1996 as an option for customers, revenues continue to shift from firm sales to firm transportation. Revenues from nonutility operations increased $4.4 million in the first quarter of fiscal 1998 compared to the same period in fiscal 1997, due to increased nonutility operations and additional acquisitions. Gas cost recoveries increased due to higher per-unit gas costs in the first quarter of fiscal 1998 compared to the same period in fiscal 1997. OPERATING EXPENSES Total operating expenses increased $5.6 million in the first quarter of fiscal 1998 compared with the same period in the prior year as a result of the following items: - Cost of gas increased $1.3 million for the three months ended December 31, 1997 compared to the three months ended December 31, 1996 due to higher per-unit gas costs. Cost of goods sold increased $3.6 million in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997 due to increased nonutility activity. - Operations and maintenance expenses increased $1.2 million in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997 due primarily to increased expenses related to non-regulated subsidiary activity. - Depreciation expense increased $0.4 million in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997 primarily due to additions in plant, property and investments. - Taxes other than income taxes decreased $0.9 million in the first quarter of fiscal year 1998 compared to the first quarter of fiscal year 1997. The 1998 decrease was primarily due to lower unemployment taxes and lower Connecticut gross earnings taxes as a result of an increase in sales to gross earnings tax exempt customers this fiscal year compared to last year at this time. Federal and state income taxes increased $1.4 million primarily due to higher taxable income and a higher effective tax rate for the three months ended December 31, 1997 compared to the three months ended December 31, 1996. LIQUIDITY AND CAPITAL RESOURCES Cash and temporary cash investments at December 31, 1997 totaled $1.6 million. Principal sources of cash for the three months ended December 31, 1997 were net income and short-term debt. These funds were used primarily for dividend payments and capital expenditures and to reduce long-term debt. Expenditures for plant, property and investments totaled $9.7 million for the first three months of fiscal 1998, reflecting a $3.0 million increase over the first three months of fiscal 1997. During the first three months of fiscal 1998, additions were primarily funded through short-term debt. The seasonal nature of gas revenues, inventory purchases and construction expenditures create a need for short-term borrowing to supplement internally generated funds. As of December 31, 1997, 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 December 31, 1997. At December 31, 1997, Yankee Gas had $54.5 million outstanding on its agreements. Yankee Energy had $7.7 million outstanding at December 31, 1997 on its $15 million committed line of credit which is used to fund the acquisitions and other capital requirements of the unregulated businesses. 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 December 31, 1997, indenture requirements, including the required coverage ratio, would allow for the issuance of an additional $223 million of bonds at an assumed interest rate of 6.9 percent. Yankee Gas has entered into fixed revenue-rate contracts with two customers for the delivery of natural gas. Yankee Gas has hedged these commitments with the purchase of natural gas swaps. In order to satisfy certain provisions of the arrangement, Yankee Gas has provided a letter of credit for $1.5 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 expects to incur expenditures for coal tar remediation efforts, which is more fully discussed in Note 9 to the Consolidated Financial Statements, included in the Company's 1997 Form 10-K Report. Yankee Gas expects to finance such expenditures through a combination of internally generated funds, short-term debt, and through insurance settlements, which have totaled $9.6 million as of December 31, 1997. One of Yankee Gas' largest customers, the Foxwoods Hotel and Casino (Foxwoods), (which is operated by the Mashentucket Pequot Indian Tribe), generates approximately $650,000 in annual margin. The City of Norwich, Connecticut has begun construction of a pipeline extending from their distribution system to Foxwoods. This will provide an alternative source of supply to the Mashentucket Pequots. Yankee Gas believes that it will have the opportunity to compete to retain gas throughput to Foxwoods as well as the continuing utilization of the existing distribution system on tribal lands. The Company is currently implementing new systems and enhancing existing systems to address year 2000 issues. Management believes that all system changes will be installed and tested prior to the manifestation of year 2000 issues. However, if such changes are not completed timely, the year 2000 issue may have a material impact on the operations of the Company. Currently, all such charges associated with system enhancements have and will continue to be expensed and the costs of new systems will be capitalized as appropriate and are not expected to be significant. Management is currently reviewing the organizational structure of various operating functions of Yankee Gas as well as the continuing necessity for certain operations centers. Changes, if any, are expected to occur in the second or third quarter of the fiscal year and are not expected to have a material impact on the Company's financial condition. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. PART II OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Yankee Energy Shareholders on January 30, 1998, the following directors were elected to three year terms expiring in 2001: Eileen S. Kraus, Branko Terzic, and Patricia M. Worthy. Mrs. Kraus received 8,820,621 votes for and 134,556 votes against. Mr. Terzic received 8,818,824 votes for and 136,353 votes against. Ms. Worthy received 8,793,846 votes for and 161,331 votes against. Shareholders also ratified the appointment of Arthur Andersen LLP as the Company's independent auditors. Arthur Andersen LLP received 8,691,482 votes for, 173,999 votes against and 89,696 abstained from the voting. Item 5. OTHER INFORMATION Nicholas Trivisonno, Chairman and CEO of ACNielson, resigned from the Board of Directors on January 30, 1998. Trivisonno also held the position of Chairman of the Audit Committee. Item 6. EXHIBITS AND REPORTS ON FORM 8-K Item 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits Exhibit 27 - Financial Data Schedule. 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. YANKEE ENERGY SYSTEM, INC. ___________________________ (Registrant) Date: February 13, 1998 /s/ James M. Sepanski ____________________________ James M. Sepanski Vice President, Chief Financial Officer and Treasurer Date: February 13, 1998 /s/ Nicholas A. Rinaldi _____________________________ Nicholas A. Rinaldi Controller