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 March 31, 1997
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 1-4125
NORTHERN INDIANA PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)
Indiana 35-0552990
(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 April 30, 1997 73,282,258 common shares were outstanding.
<PAGE>
NORTHERN INDIANA PUBLIC SERVICE COMPANY
FINANCIAL INFORMATION
Item I. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Board of Directors of
NORTHERN INDIANA PUBLIC SERVICE COMPANY:
We have audited the accompanying consolidated balance sheet of
Northern Indiana Public Service Company (an Indiana corporation and a
wholly owned subsidiary of NIPSCO Industries, Inc.) and subsidiaries as of
March 31, 1997, and December 31, 1996, and the related consolidated
statements of income, retained earnings and cash flows for the three and
twelve month periods ended March 31, 1997 and 1996. These consolidated
financial statements are the responsibility of the Company's 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 Northern
Indiana Public Service Company and subsidiaries as of March 31, 1997 and
December 31, 1996, and the results of their operations and their cash flows
for the three and twelve month periods ended March 31, 1997 and 1996, in
conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Chicago, Illinois
April 28, 1997
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
March 31, December 31,
ASSETS 1997 1996
============ ============
(Dollars in thousands)
<S> <C> <C>
UTILITY PLANT, AT ORIGINAL COST (INCLUDING
CONSTRUCTION WORK IN PROGRESS OF
$119,074 AND $162,123, RESPECTIVELY)
(NOTE 2):
Electric $ 4,063,203 $ 4,050,084
Gas 1,183,177 1,176,871
Common 348,637 346,636
------------ ------------
5,595,017 5,573,591
Less - Accumulated provision for
depreciation and amortization 2,542,883 2,499,687
------------ ------------
Total Utility Plant 3,052,134 3,073,904
------------ ------------
OTHER PROPERTY AND INVESTMENTS 8,731 8,971
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents 22,693 8,279
Accounts receivable, less reserve of
$5,254 and $4,568, respectively (Note 2) 116,988 111,866
Fuel adjustment clause (Note 2) 12,930 9,149
Gas cost adjustment clause (Note 2) 84,844 98,167
Materials and supplies, at average cost 56,740 56,796
Electric production fuel, at average cost 24,132 26,483
Natural gas in storage, at last-in,
first-out cost (Note 2) 14,824 50,409
Prepayments and other 28,024 25,826
------------ ------------
Total Current Assets 361,175 386,975
------------ ------------
OTHER ASSETS:
Regulatory assets (Note 2) 236,491 239,547
Prepayments and other (Note 7) 71,608 64,883
------------ ------------
Total Other Assets 308,099 304,430
------------ ------------
$ 3,730,139 $ 3,774,280
============ ============
<FN>
The accompanying notes to consolidated financial statements are an
integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
March 31, December 31,
CAPITALIZATION AND LIABILITIES 1997 1996
============ ============
(Dollars in thousands)
<S> <C> <C>
CAPITALIZATION:
Common stock - without par value -
authorized
75,000,000 shares, issued and
outstanding
73,282,258 shares (Note 13) $ 859,488 $ 859,488
Additional paid-in capital 12,522 12,521
Retained earnings (see accompanying
statement) (Note 12) 167,152 145,987
------------ ------------
Common shareholder's equity 1,039,162 1,017,996
Cumulative preferred stocks (Note 9)
Series without mandatory redemption
provisions (Note 10) 81,125 81,126
Series with mandatory redemption
provisions (Note 11) 61,246 61,246
Long-term debt excluding amounts due
within one year (Note 15) 992,123 992,008
------------ ------------
Total Capitalization 2,173,656 2,152,376
------------ ------------
CURRENT LIABILITIES -
Current portion of long-term
debt (Note 16) 65,747 65,747
Short-term borrowings (Note 17) 170,000 272,905
Accounts payable 140,269 190,182
Sinking funds due within one year
(Notes 11 and 15) 3,328 3,328
Dividends declared on common and
preferred stocks 45,257 54,255
Customer deposits 18,216 16,768
Taxes accrued 137,236 78,806
Interest accrued 16,655 5,851
Accrued employment costs 36,562 40,915
Other accruals 50,255 26,106
------------ ------------
Total Current Liabilities 683,525 754,863
------------ ------------
OTHER:
Deferred income taxes (Note 6) 596,114 597,105
Deferred investment tax credits, being
amortized over life of related property
(Note 6) 105,265 107,058
Deferred credits 52,228 50,058
Accrued liability for postretirement
benefits (Note 8) 109,667 104,123
Other noncurrent liabilities 9,684 8,697
------------ ------------
Total Other 872,958 867,041
------------ ------------
COMMITMENTS AND CONTINGENCIES
(Notes 3, 5, 18, and 19)
$ 3,730,139 $ 3,774,280
============ ============
<FN>
The accompanying notes to consolidated financial statements are an
integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF INCOME
Three Months Twelve Months
Ended March 31, Ended March 31,
---------------------- ----------------------
1997 1996 1997 1996
========== ========== ========== ==========
(Dollars in thousands)
<S> <C> <C> <C> <C>
Operating Revenues:
(Notes 2, 4, and 21)
Gas $ 305,674 $ 301,885 $ 735,663 $ 672,648
Electric 245,824 248,424 1,019,631 1,041,759
---------- ---------- ---------- ----------
551,498 550,309 1,755,294 1,714,407
---------- ---------- ---------- ----------
Cost of Energy: (Note 2)
Gas costs 196,735 183,202 457,674 391,301
Fuel for electric
generation 58,408 57,202 234,421 245,754
Power purchased 8,960 11,961 50,750 44,678
---------- ---------- ---------- ----------
264,103 252,365 742,845 681,733
---------- ---------- ---------- ----------
Operating Margin 287,395 297,944 1,012,449 1,032,674
---------- ---------- ---------- ----------
Operating Expenses and
Taxes (except income):
Operation 69,789 75,708 275,147 286,861
Maintenance (Note 2) 17,338 17,520 68,547 73,349
Depreciation and
amortization (Note 2) 55,252 52,589 214,208 202,457
Taxes (except income) 20,157 20,058 72,168 72,053
---------- ---------- ---------- ----------
162,536 165,875 630,070 634,720
---------- ---------- ---------- ----------
Operating Income Before
Utility Income Taxes 124,859 132,069 382,379 397,954
---------- ---------- ---------- ----------
Utility Income Taxes
(Note 6) 37,007 40,068 105,990 110,202
---------- ---------- ---------- ----------
Operating Income 87,852 92,001 276,389 287,752
---------- ---------- ---------- ----------
Other Income (Deductions)
(Note 2) (409) (994) 825 (3,835)
---------- ---------- ---------- ----------
Interest and Other Charges:
Interest on long-term debt 16,217 17,935 67,080 72,860
Other interest 3,133 1,995 12,363 7,522
Allowance for borrowed
funds used during
construction and carrying
charges (Note 2) (282) (230) (857) (1,708)
Amortization of premium,
reacquisition premium,
discount and expense
on debt, net 1,043 1,079 4,214 4,224
---------- ---------- ---------- ----------
20,111 20,779 82,800 82,898
---------- ---------- ---------- ----------
Net Income 67,332 70,228 194,414 201,019
Dividend requirements on
preferred shares 2,167 2,199 8,680 8,920
---------- ---------- ---------- ----------
Balance available
for common shares $ 65,165 $ 68,029 $ 185,734 $ 192,099
========== ========== ========== ==========
Dividends declared $ 44,000 $ 44,250 $ 187,200 $ 185,225
========== ========== ========== ==========
<FN>
The accompanying notes to consolidated financial statements are an
integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
Three Months Twelve Months
Ended March 31, Ended March 31,
1997 1996 1997 1996
========= ========= ========= =========
(Dollars in thousands)
<S> <C> <C> <C> <C>
BALANCE AT
BEGINNING OF
PERIOD $ 145,987 $ 144,839 $ 168,618 $ 161,744
ADD:
Net income 67,332 70,228 194,414 201,019
--------- --------- --------- ---------
213,319 215,067 363,032 362,763
--------- --------- --------- ---------
LESS:
Dividends
Cumulative
Preferred
stocks -
4-1/4% series 222 222 889 889
4-1/2% series 91 91 360 360
4.22% series 113 113 448 448
4.88% series 122 122 488 488
7.44% series 77 77 312 312
7.50% series 66 66 261 261
8.85% series 194 222 765 885
7-3/4% series 91 102 384 438
8.35% series 138 151 559 610
6.50% series 698 698 2,795 2,795
Adjustable
Rate,
Series A 355 335 1,419 1,434
Common shares 44,000 44,250 187,200 185,225
--------- --------- --------- ---------
46,167 46,449 195,880 194,145
--------- --------- --------- ---------
BALANCE AT END
OF PERIOD $ 167,152 $ 168,618 $ 167,152 $ 168,618
========= ========= ========= =========
<FN>
The accompanying notes to consolidated financial statements are an integral
part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months
Ended March 31,
-----------------------
1997 1996
========= =========
(Dollars in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 67,332 $ 70,228
ADJUSTMENTS TO RECONCILE
NET INCOME TO NET CASH:
Depreciation and amortization 55,252 52,589
Deferred federal and state operating
income taxes, net (8,015) 14,887
Deferred investment tax credits, net (1,794) (1,661)
Advance contract payment 475 (18,525)
Change in certain assets and liabilities -
Accounts receivable, net (5,122) (24,159)
Electric production fuel 2,351 (5,688)
Materials and supplies 56 1,033
Natural gas in storage 35,585 42,464
Accounts payable (37,618) 17,226
Taxes accrued 63,304 42,283
Fuel adjustment clause (3,781) 1,834
Gas cost adjustment clause 13,323 (46,909)
Accrued employment costs (4,353) (7,991)
Other accruals 24,169 12,245
Other, net 17,091 4,732
--------- ---------
Net cash provided by operating activities 218,255 154,588
--------- ---------
CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES:
Construction expenditures (45,421) (36,606)
Other, net (464) 470
--------- ---------
Net cash used in investing activities (45,885) (36,136)
--------- ---------
CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES:
Issuance of short-term debt 180,400 273,400
Net change in commercial paper (91,405) (27,400)
Retirement of short-term debt (191,900) (312,100)
Retirement of preferred shares (1) 0
Cash dividends paid on common shares (53,000) (48,500)
Cash dividends paid on preferred shares (2,165) (2,219)
Other, net 115 140
--------- ---------
Net cash used in
financing activities (157,956) (116,679)
--------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 14,414 1,773
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 8,279 11,478
--------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 22,693 $ 13,251
========= =========
<CAPTION>
Twelve Months
Ended March 31,
-----------------------
1997 1996
========= =========
(Dollars in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 194,414 $ 201,019
ADJUSTMENTS TO RECONCILE
NET INCOME TO NET CASH:
Depreciation and amortization 214,208 202,457
Deferred federal and state operating
income taxes, net 3,215 28,776
Deferred investment tax credits, net (7,460) (7,238)
Advance contract payment 1,900 (18,525)
Change in certain assets and liabilities -
Accounts receivable, net 3,247 (17,053)
Electric production fuel (4,186) 4,989
Materials and supplies 6,051 2,884
Natural gas in storage (3,875) 9,313
Accounts payable (19,327) 24,298
Taxes accrued 35,649 (39,311)
Fuel adjustment clause (4,463) (8,100)
Gas cost adjustment clause (33,822) (65,702)
Accrued employment costs (1,218) (882)
Other accruals (2,564) 11,399
Other, net 19,321 (6,306)
--------- ---------
Net cash provided by operating activities 401,090 322,018
--------- ---------
CASH FLOWS PROVIDED BY (USED IN) INVESTING
ACTIVITIES:
Construction expenditures (188,012) (169,450)
Other, net 2,142 (382)
--------- ---------
Net cash used in investing activities (185,870) (169,832)
--------- ---------
CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES:
Issuance of long-term debt 0 168,386
Issuance of short-term debt 1,079,150 949,100
Net change in commercial paper 85,100 (52,500)
Retirement of long-term debt (80,000) (120,858)
Retirement of short-term debt (1,091,750) (897,400)
Retirement of preferred shares (2,605) (3,525)
Cash dividends paid on common shares (187,450) (186,540)
Cash dividends paid on preferred shares (8,712) (8,277)
Other, net 489 (243)
--------- ---------
Net cash used in financing activities (205,778) (151,857)
--------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 9,442 329
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 13,251 12,922
--------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 22,693 $ 13,251
========= =========
<FN>
The accompanying notes to consolidated financial statements are an integral
part of this statement.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) HOLDING COMPANY STRUCTURE: NIPSCO Industries, Inc. (Industries) was
incorporated in Indiana on September 22, 1987 and became the parent of
Northern Indiana Public Service Company (Northern Indiana) on March 3, 1988.
Northern Indiana is a public utility operating company supplying electricity
and gas to the public in the northern third of Indiana.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION. The consolidated financial statements include
the accounts of Northern Indiana and its two subsidiaries, Shore Line Shops,
Inc. and NIPSCO Exploration Company, Inc. 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% for the three-month and
twelve-month periods ended March 31,1997, respectively; and 4.2% and 4.1%
and for the three-month and twelve-month periods ended March 31, 1996. The
depreciation rates for electric and gas properties were 3.55% and 4.92%,
respectively.
Northern Indiana follows 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.
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.
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 March 31,1997, Northern Indiana had sold
$100 million of its accounts receivable under a sales agreement which
expires May 31, 1997 and is expected to be renewed. The March 31, 1997 and
December 31, 1996 accounts receivable balances include approximately $6.2
million and $7.1 million, respectively, due from associated companies.
STATEMENT OF CASH FLOWS. For the purposes of the Consolidated Statement
of Cash Flows, Northern Indiana 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:
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31, Ended March 31,
------------------ ------------------
1997 1996 1997 1996
======== ======== ======== ========
(Dollars in thousands)
<S> <C> <C> <C> <C>
Income taxes $ 0 $ 0 $ 73,473 $128,487
Interest, net of
amounts
capitalized $ 6,808 $ 8,885 $ 76,191 $ 75,244
</TABLE>
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. 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 gas cost adjustment factor is
subject to a quarterly hearing by the Commission and remains in effect for a
three-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 period will be
included in a future filing. See Note 4, FERC Order No. 636 for a discussion
of gas transition cost charges.
NATURAL GAS IN STORAGE. Natural gas in storage is valued using the
last-in, first-out (LIFO) inventory methodology. Based on the average cost of
gas purchased in March 1997 and December 1996 the estimated replacement
cost of gas in storage (current and non-current) at March 31, 1997 and
December 31, 1996 exceeded the stated LIFO cost by approximately $20 million
and $96 million, respectively.
AFFILIATED COMPANY TRANSACTIONS. Pursuant to agreement, effective
July 1, 1996, Northern Indiana receives executive, financial, gas supply,
sales and marketing, and administrative and general services from an
affiliate, NIPSCO Industries Management Services Company (Services), a
wholly-owned subsidiary of Industries.
The costs of these services are charged to Northern Indiana based on
payroll and expenses incurred by Services' employees for the benefit of
Northern Indiana. These costs which totalled $8.6 million and $26.0
million for the three-month and twelve-month period ended March 31, 1997
consist primarily of employee compensation and benefits.
Northern Indiana purchased natural gas and transportation services
from affiliated companies in the amounts of $3.0 million and $12.5 million
representing 2.2% and 2.9% of Northern Indiana's total gas costs for
the three-month and twelve-month periods ended March 31, 1997, respectively.
Northern Indiana subleases a portion of office facilities to
affiliated companies for a monthly fee, which includes operating expenses,
based on space utilization.
HEDGING ACTIVITIES. Northern Indian uses commodity futures contracts
to hedge the impact of natural gas price fluctuations related to its
business activities. Gains and losses on these futures contracts are
deferred and recognized in income concurrent with the related purchases and
sales of natural gas.
As of March 31, 1997 Northern Indiana had open futures contracts
representing hedges of natural gas sales of 0.7 billion cubic feet (Bcf).
REGULATORY ASSETS. Northern Indiana's operations are subject to the
regulation of the Federal Energy Regulatory Commission (FERC). Accordingly,
Northern Indiana's 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." Northern Indiana monitors 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. As March 31, 1997 and December 31, 1996, the regulatory assets
identified below represent probable future revenue to Northern Indiana
associated with certain incurred costs as these costs are recovered through
the rate-making process. If a portion of Northern Indiana's 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:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
============= =============
(Dollars in thousands)
<S> <C> <C>
Unamortized reacquisition premium on
debt (Note 15) $ 49,024 $ 49,890
Unamortized R.M. Schahfer Unit 17 and
Unit 18 carrying charges
and deferred depreciation (See below) 69,709 70,763
Bailly scrubber carrying charges and
deferred depreciation (See below) 10,582 10,816
Deferral of SFAS No. 106 expense not
recovered (Note 8) 88,163 87,005
FERC Order No. 636
transition costs (Note 4) 40,357 47,399
Regulatory income tax asset (Note 6) 11,013 9,002
------------- -------------
268,848 274,875
Less: Current portion of regulatory assets 32,357 35,328
------------- -------------
$ 236,491 $ 239,547
============= =============
</TABLE>
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, 1995 a pre-tax rate of 6.0% for all construction was
being used; effective January 1, 1996 the rate decreased to 5.5%; and
effective January 1, 1997 the rate increased to 6.0%.
INCOME TAXES. Deferred income taxes are recognized as costs in the
rate-making process by the commissions having jurisdiction over the rates
charged by Northern Indiana. 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. The case
was argued on February 20, 1997. Northern Indiana's management and general
counsel believe the ruling of the Tax Court will prevail.
(4) FERC ORDER NO. 636. Northern Indiana has recorded approximately $132
million of interstate pipeline transition costs to reflect the impact of
FERC Order No. 636, a majority of which costs have been paid to the pipeline
suppliers. Northern Indiana expects that additional transition costs will
not be significant; however, the ultimate level of costs will depend on future
events, including the market price of natural gas. 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.
(5) ENVIRONMENTAL MATTERS: Northern Indiana has an ongoing program to
remain aware of laws and regulations involved with hazardous waste and other
environmental matters. It is Northern Indiana's intent to continue to
evaluate its facilities and properties with respect to these rules and
identify any sites that would require corrective action. Northern Indiana has
recorded a reserve of $16.6 million to cover probable corrective actions as of
March 31,1997; 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,
Northern Indiana believes 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 Northern Indiana.
On December 19, 1996, the Environmental Protection Agency (EPA)
promulgated rules for the second phase of the Acid Rain nitrogen oxides
reduction program. Northern Indiana is evaluating compliance strategies to
meet the reduced emission limitations found in the final rule. Additional
controls may be needed to meet the requirements. A compliance plan must be
submitted to the EPA by December 31, 1997 with details of the plan to meet
the new limits by January 1, 2000.
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 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.
Northern Indiana has instituted a program to investigate former
manufactured-gas plants where it is the current or former owner. Northern
Indiana has identified twenty-four of these sites and made visual
inspections of these sites. Initial samplings have been conducted at
fourteen sites. Follow-up investigations have been conducted at five sites and
remedial measures have been selected at three sites. Northern Indiana will
continue its program to assess and cleanup sites.
During the course of various investigations, Northern Indiana has
identified impacts to soil, groundwater, sediment, and surface water from
former manufactured-gas plants. At three sites where residues were noted
seeping into rivers, Northern Indian notified the Indiana Department of
Environmental Management (IDEM) and the EPA and immediately took steps to
contain the material. Northern Indiana has worked with IDEM or the EPA on
investigation or remedial activities at several sites. Two of the sites
have been enrolled in the IDEM Voluntary Remediation Program (VRP). The goal
of placing these sites in the VRP is to obtain IDEM approval of the selection
and implementation of whatever remedial measures, if any, may be required.
Northern Indiana anticipates placing additional sites in the VRP after
remedial measures have been selected.
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 Cinergy Services, Inc. (Cinergy) (formerly 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. In December 1996, Northern Indiana sent a written
demand to Cinergy related to one of these sites, Goshen. Northern Indiana
demanded that Cinergy pay Northern Indiana for costs Northern Indiana has
already incurred and to be incurred to implement the needed remedy at the
Goshen site.
Northern Indiana has met with various companies that provided insurance
coverage which Northern Indiana believes 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. Both sides
have motions pending in the Federal Court lawsuit that would be dispositive of
the case. Northern Indiana has obtained cash settlements from some of its
insurers.
The possibility that exposure to electric and magnetic fields (EMF)
emanating from power lines, household appliances, and other electric sources
may result in adverse health effects has been the subject of public,
governmental, and media attention. Recently, the U.S. National Research
Council of the National Academy of Sciences concluded in a report, after
examining more than 500 EMF studies spanning seventeen years, that among other
things, there is insufficient evidence to consider EMF a treat to human
health. Despite the report's findings, future research appropriations
continuing to be dedicated to explore the issue.
(6) INCOME TAXES: Northern Indiana 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 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 Northern Indiana's 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.
Northern Indiana joins in the filing of consolidated tax returns with
Industries and currently pays to Industries its separate return tax liability
as defined in the Tax Sharing Agreement between Industries and its
subsidiaries.
The components of the net deferred income tax liability at March 31,
1997 and December 31, 1996 are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
============= =============
(Dollars in thousands)
<S> <C> <C>
Deferred tax liabilities -
Accelerated depreciation
and other property differences $ 720,753 $ 719,197
AFUDC-equity 37,109 37,713
Adjustment clauses 37,081 40,700
Take-or-pay gas costs 625 765
Other regulatory assets 40,458 39,440
Reacquisition premium on debt 18,592 18,921
Deferred tax assets -
Deferred investment tax credits (39,922) (40,602)
Removal costs (134,914) (131,718)
FERC Order No. 636 transition costs (7,022) (8,144)
Other postretirement/postemployment
benefits (44,512) (42,434)
Other, net (10,712) (10,433)
------------- -------------
617,536 623,405
Less: Deferred income taxes related to
current assets and liabilities 21,422 26,300
------------- -------------
Deferred income taxes - noncurrent $ 596,114 $ 597,105
============= =============
</TABLE>
Federal and state income taxes as set forth in the Consolidated
Statement of Income are comprised of the following:
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31, Ended March 31,
-------------------- --------------------
1997 1996 1997 1996
========= ========= ========= =========
(Dollars in thousands)
<S> <C> <C> <C> <C>
Current income taxes -
Federal $ 40,745 $ 23,235 $ 95,457 $ 76,823
State 6,071 3,607 14,778 11,841
--------- --------- --------- ---------
46,816 26,842 110,235 88,664
--------- --------- --------- ---------
Deferred income taxes, net -
Federal (7,451) 13,666 2,700 26,337
State (564) 1,221 515 2,439
--------- --------- --------- ---------
(8,015) 14,887 3,215 28,776
--------- --------- --------- ---------
Deferred investment tax credits,
net (1,794) (1,661) (7,460) (7,238)
--------- --------- --------- ---------
Total utility operating income
taxes 37,007 40,068 105,990 110,202
Income tax applicable to non-
operating activities and income
of subsidiaries (420) (640) (716) (2,864)
--------- --------- --------- ---------
Total income taxes $ 36,587 $ 39,428 $ 105,274 $ 107,338
========= ========= ========= =========
</TABLE>
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:
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31, Ended March 31,
-------------------- --------------------
1997 1996 1997 1996
========= ========= ========= =========
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net income $ 67,332 $ 70,228 $ 194,414 $ 201,019
Add-Income taxes 36,587 39,428 105,274 107,338
--------- --------- --------- ---------
Net income before income taxes $ 103,919 $ 109,656 $ 299,688 $ 308,357
========= ========= ========= =========
Amount derived by multiplying
pre-tax income by the statutory
rate $ 36,372 $ 38,380 $ 104,891 $ 107,926
Reconciling items multiplied by
the statutory rate:
Book depreciation over related
tax depreciation 1,044 983 4,682 3,997
Amortization of deferred
investment tax credits (1,794) (1,661) (7,460) (7,238)
State income taxes, net of
federal income tax benefit 3,364 3,518 10,086 9,910
Reversal of deferred taxes
provided at rates in excess
of the current federal income
tax rate (1,518) (1,674) (6,488) (5,979)
Other, net (881) (118) (437) (1,278)
--------- --------- --------- ---------
Total income taxes $ 36,587 $ 39,428 $ 105,274 $ 107,338
========= ========= ========= =========
</TABLE>
(7) PENSION PLANS: Industries has a noncontributory, defined benefit
retirement plan covering substantially all employees of Northern Indiana.
Benefits under the plan reflect the employees' compensation, years of service,
and age at retirement.
The plan's funded status as of January 1, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
========= =========
(Dollars in thousands)
<S> <C> <C>
Vested benefit obligation $(534,416) $(542,516)
Nonvested benefit (103,284) (104,054)
--------- ---------
Accumulated benefit obligation $(637,700) $(646,570)
========= =========
Projected benefit obligation for service
rendered to date $(732,870) $(749,204)
Plan assets at fair market value 782,162 698,698
--------- ---------
Plan assets in excess of (or less than)
projected benefit obligation 49,292 (50,506)
Unrecognized transition obligation at January 1,
being recognized over seventeen years 38,418 43,907
Unrecognized prior service cost 23,736 25,656
Unrecognized gains (67,111) (4,808)
--------- ---------
Prepaid pension costs $ 44,335 $ 14,249
========= =========
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
7.75% and 7.25% 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, 1997 and 1996, respectively.
The following items are the components of provisions for pensions for
the three-month and twelve-month periods ended March 31, 1997 and March 31,
1996:
</TABLE>
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended Ended
March 31, March 31,
------------------ ------------------
1997 1996 1997 1996
======== ======== ======== ========
(Dollars in thousands)
<S> <C> <C> <C> <C>
Service costs $ 4,466 $ 6,145 $ 14,198 $ 14,815
Interest costs 16,326 18,861 50,253 57,515
Estimated return
on plan assets (20,308) (22,431) (84,499) (143,488)
Amortization of
transition
obligation 1,604 1,958 5,134 6,074
Other net
amortization
and deferral 912 876 26,269 85,386
-------- -------- -------- --------
$ 3,000 $ 5,409 $ 11,355 $ 20,302
======== ======== ======== ========
</TABLE>
Assumptions used in the valuation and determination of 1997 and 1996
pension expenses were as follows:
<TABLE>
<CAPTION>
1997 1996
===== =====
<S> <C> <C>
Discount rate 7.75% 7.25%
Rate of increase in compensation levels 5.50% 5.50%
Expected long-term rate of return on assets 9.00% 9.00%
</TABLE>
Plan assets are invested primarily in common stocks, bonds, and
notes.
(8) POSTRETIREMENT BENEFITS: Northern Indiana provides certain health care
and life insurance benefits for retired employees. Substantially all of
Northern Indiana's employees may become eligible for those benefits if they
reach retirement age while working for Northern Indiana. The expected cost of
such benefits is accrued during the employees' years of service.
Northern Indiana's rate-making has historically included 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 benefit costs and the insurance premiums paid for such
benefits (OPRB) 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.
On November 20, 1996, Northern Indiana filed with the Commission for
inclusion of accrual-based postretirement benefit costs in the rate-making
process to be effective February 1, 1997 for electric rates and March 1, 1997
for gas rates. These costs include an amortization of the existing
regulatory asset consistent with the remaining amortization period for the
transition obligation. Northern Indiana discontinued its cost deferral and
began amortizing its regulatory asset concurrent with the dates above and
consistent with its original proposal. Hearings were held during March 1997
and the matter is pending before the Commission for decision. Northern
Indiana expects a decision during the second quarter of 1997. 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, 1997 and 1996:
<TABLE>
<CAPTION>
January 1, January 1,
1997 1996
========== ==========
(Dollars in thousands)
<S> <C> <C>
Retirees $ (74,786) $ (97,693)
Fully eligible active plan participants (18,441) (21,760)
Other active plan participants (101,710) (133,205)
---------- ----------
Accumulated postretirement benefit obligation (194,937) (252,658)
Unrecognized transition obligation at January 1,
being recognized over twenty years 171,962 192,917
Unrecognized actuarial gain (88,784) (23,168)
---------- ----------
Accrued liability for postretirement benefits $ (111,759) $ (82,909)
========== ==========
</TABLE>
A discount rate of 7.75% and a pre-Medicare medical trend rate of 9%
declining to a long-term rate of 6%, and a discount rate of 7.25% and a
pre-Medicare medical trend rate of 10% declining to a long-term rate of 6%
were used to determine the accumulated postretirement benefit obligation at
January 1, 1997 and 1996, respectively.
The decrease in the accumulated postretirement benefit obligation
(APBO) and the related increase in unrecognized actuarial gain at January 1,
1997 were primarily attributable to favorable claim experience and the
increase in the discount rate to 7.75%. Additionally, Northern Indiana
implemented a 3% cap on its share of retiree cost increases for pre-Medicare
benefits for certain non-bargaining retirees who retire after February 1,
1997. This plan amendment reduced the APBO and the unrecognized transition
obligation by $9.6 million at January 1, 1997.
Net periodic postretirement benefits costs for the three-month and
twelve-month periods ended March 31, 1997 and March 31, 1996 include the
following components:
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended Ended
March 31, March 31,
---------------- ----------------
1997 1996 1997 1996
======= ======= ======= =======
(Dollars in thousands)
<S> <C> <C> <C> <C>
Service costs $ 917 $ 1,437 $ 5,333 $ 5,454
Interest costs 4,376 4,974 17,375 18,929
Amortization of
transition
obligation
over twenty years 2,702 3,033 11,017 11,544
Amortization of
unrecognized
actuarial gain (993) (579) (911) (2,202)
------- ------- ------- -------
$ 7,002 $ 8,865 $32,814 $33,725
======= ======= ======= =======
</TABLE>
The net periodic postretirement benefit costs for 1997 were determined
assuming a 7.75% discount rate, a 5% rate of compensation increase, and a
pre-Medicare medical trend rate of 9% 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, 1997 by approximately $28.5 million, and increase the
aggregate of the service and interest cost components of plan costs by
approximately $1.1 million for the three-month period ended March 31, 1997.
Amounts disclosed above could be changed significantly in the future by
changes in health care costs, work force demographics, interest rates, or plan
changes.
(9) AUTHORIZED CLASSES OF CUMULATIVE PREFERRED AND PREFERENCE STOCKS
OF 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 10 sets forth the preferred stocks which are redeemable solely at
the option of Northern Indiana, and Note 11 sets forth the preferred stocks
which are subject to mandatory redemption requirements or whose redemption is
outside the control of Northern Indiana.
The Preferred shareholders of 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.
(10) PREFERRED STOCKS, REDEEMABLE SOLELY AT THE OPTION OF NORTHERN INDIANA,
OUTSTANDING AT MARCH 31, 1997 AND DECEMBER 31, 1996 (SEE NOTE 9):
<TABLE>
<CAPTION>
Redemption
Price at
March 31, December 31, March 31,
1997 1996 1997
============ ============ ============
(Dollars in thousands)
<S> <C> <C> <C>
Cumulative preferred stock -
$100 par value -
4-1/4% series - 209,141 and
209,145 shares outstanding,
respectively $ 20,914 $ 20,915 $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
March 31, 1997), Series A
(stated value $50 per share)
473,285 shares outstanding 23,664 23,664 $50.00
------------ ------------
$ 81,125 $ 81,126
============ ============
</TABLE>
During the period April 1, 1995 to March 31, 1997 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.
(11) REDEEMABLE PREFERRED STOCKS OUTSTANDING AT MARCH 31, 1997 AND
DECEMBER 31, 1996 (SEE NOTE 9):
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
============ ============
(Dollars in thousands)
<S> <C> <C>
Preferred stocks subject to mandatory redemption
requirements or whose redemption is outside the
control of Northern Indiana:
Cumulative preferred stock - $100 par value -
8.85% series - 75,000 shares outstanding,
excluding sinking fund payments due within
one year $ 7,500 $ 7,500
7-3/4% series - 44,460 shares outstanding,
excluding sinking fund payments due within
one year 4,446 4,446
8.35% series - 63,000 shares outstanding,
excluding sinking fund payments due within
one year 6,300 6,300
Cumulative preferred stock - no par value -
6.50% series - 430,000 shares outstanding 43,000 43,000
------------ ------------
$ 61,246 $ 61,246
============ ============
</TABLE>
The redemption prices at March 31, 1997, 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:
<TABLE>
<CAPTION>
Sinking Fund Or
Mandatory Redemption
Series Redemption Price Per Share Provisions
====== ========================== =============================
<S> <C> <C>
Cumulative preferred stock - $100 par value -
8.85% $101.48, 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% $104.41, 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 March 31, 1997 for each of the twelve-month periods
subsequent to March 31, 1998 are as follows:
</TABLE>
<TABLE>
<CAPTION>
Twelve Months Ended March 31,*
==================================
<S> <C>
1999 $1,827,700
2000 $1,827,700
2001 $1,827,700
2002 $1,827,700
<FN>
* Table does not reflect redemptions made after March 31, 1997.
</TABLE>
(12) COMMON SHARE DIVIDEND: 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 March 31, 1997, Northern Indiana had
approximately $167.2 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.
(13) COMMON SHARES: Northern Indiana's common shares are wholly-owned by
Industries.
(14) LONG-TERM INCENTIVE PLAN: Industries has two Long-Term Incentive
Plans for key management employees, including management of Northern Indiana,
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 March 31, 1997, there were 4,911 shares and 2,205,550 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 March 31,
1997. 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 and 1997 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 271,000 and 262,000 restricted shares
outstanding at March 31, 1997 and December 31, 1996, respectively.
Northern Indiana accounts for its allocable portion of 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 recognized in the Consolidated Statement of Income for
restricted stock awards was $0.2 and $0.8 million for the three-month and
twelve-month periods ending March 31, 1997, respectively. Had compensation
cost for stock options been determined consistent with SFAS No. 123
"Accounting for Stock-Based Compensation," Northern Indiana's net income
would have been reduced to the following pro forma amounts:
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended Ended
March 31, March 31,
------------------ ------------------
1997 1996 1997 1996
======== ======== ======== ========
(Dollars in thousands)
<S> (C) <C> (C) <C>
Net Income:
As reported $ 67,332 $ 70,228 $194,414 $201,019
Pro forma $ 67,033 $ 70,082 $193,668 $200,655
</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 and twelve-month periods ended March 31, 1997 and March 31,
1996, respectively: risk-free interest rate of 6.39% and 6.24%; expected
dividend yield of $1.68 and $1.56 per share; expected option term of five
years; and expected volatility of 13.2% and 13.0%. The weighted average
fair value of options granted to all plan participants was $5.00 for the
twelve-month period ended March 31, 1997. There were 0 and 278,300
non-qualified stock options granted to all plan participants for the
three-month and twelve-month periods ended March 31, 1997.
(15) LONG-TERM DEBT: At March 31, 1997 and December 31, 1996, the
long-term debt of Northern Indiana, excluding amounts due within one year,
issued and not retired or canceled was as follows:
<TABLE>
<CAPTION>
AMOUNT OUTSTANDING
---------------------------
March 31, December 31,
1997 1996
============ ============
(Dollars in thousands)
<S> <C> <C>
First mortgage bonds -
Series P, 6-7/8%, due October 1, 1998 $ 14,509 $ 14,509
Series T, 7-1/2%, due April 1, 2002 40,000 40,000
Series NN, 7.10%, due July 1, 2017 55,000 55,000
------------ ------------
Total 109,509 109,509
------------ ------------
Pollution control notes and bonds -
Series A Note -
City of Michigan City, 5.70% due
October 1, 2003 19,000 19,000
Series 1988 Bonds - Jasper County -
Series A, B, and C - 3.47% weighted
average at March 31,1997, due
November 1, 2016 130,000 130,000
Series 1988 Bonds - Jasper County -
Series D - 3.48% weighted average at
March 31, 1997, due November 1, 2007 24,000 24,000
Series 1994 Bonds - Jasper County -
Series A - 3.85% at March 31, 1997,
due August 1, 2010 10,000 10,000
Series 1994 Bonds - Jasper County -
Series B - 3.85% at March 31, 1997,
due June 1, 2013 18,000 18,000
Series 1994 Bonds - Jasper County -
Series C - 3.85% at March 31, 1997,
due April 1, 2019 41,000 41,000
------------ ------------
Total 242,000 242,000
------------ ------------
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 644,025 644,025
------------ ------------
Unamortized premium and discount
on long-term debt, net (3,411) (3,526)
------------ ------------
Total long-term debt excluding
amounts due in one year $ 992,123 $ 992,008
============ ============
</TABLE>
The sinking fund requirements of long-term debt outstanding at
March 31, 1997 (including the maturity of first mortgage bonds: Series P,
6-7/8%, due October 1, 1998; and medium-term notes due from April 6, 1998 to
August 15, 2001, for each of the twelve-month periods subsequent to March 31,
1998 are as follows:
<TABLE>
<CAPTION>
Twelve Months Ended March 31,
=================================
<S> <C>
1999 $ 51,009,000
2000 $ 8,000,000
2001 $152,000,000
2002 $ 19,000,000
</TABLE>
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. These
premiums are not earning a return during the recovery period.
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.
(16) CURRENT PORTION OF LONG-TERM DEBT: At March 31, 1997 and December 31,
1996, Northern Indiana's current portion of long-term debt due within one
year was as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
============ ============
(Dollars in thousands)
<S> <C> <C>
NORTHERN INDIANA PUBLIC SERVICE COMPANY:
First mortgage bonds -
Series O, 6-3/8% - due September 1, 1997 $ 25,747 $ 25,747
Medium-term notes -
Interest rate of 5.85% and maturities of
July 25, 1997 and July 28, 1997 40,000 40,000
------------ ------------
Total current portion of long-term debt $ 65,747 $ 65,747
============ ============
</TABLE>
(17) SHORT-TERM BORROWINGS: Northern Indiana has a $250 million revolving
Credit Agreement with several banks which terminates August 19, 1999 unless
extended by its terms. As of March 31, 1997, 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 which are expected to
be renewed for the subsequent twelve-month period. 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 March 31, 1997,
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 March 31, 1997 and December 31, 1996, there were $67.5
million and $79.0 million of borrowings, respectively, outstanding under
these lines of credit.
Northern Indiana has a $50 million uncommitted finance facility. At
March 31, 1997, there were no borrowings outstanding under this facility.
Northern Indiana makes use of commercial paper to fund short-term
working capital requirements.
At March 31, 1997 and December 31, 1996, Northern Indiana's short-
term borrowings were as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
============ ============
(Dollars in thousands)
<S> <C> <C>
NORTHERN INDIANA PUBLIC SERVICE COMPANY:
Commercial paper -
Weighted average interest rate of
5.41% at March 31, 1997 $ 102,500 $ 193,905
Notes payable -
Issued at interest rates between 5.36%
and 5.78% with a weighted average
interest rate of 5.53% and various
maturities between April 9, 1997
and April 29, 1997 67,500 79,000
------------ ------------
Total short-term borrowings $ 170,000 $ 272,905
============ ============
</TABLE>
(18) OPERATING LEASES: On April 1, 1990, Northern Indiana entered into a
twenty-year agreement for the rental of office facilities from NIPSCO
Development Company, Inc., a subsidiary of Industries, 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 March 31, 1997:
<TABLE>
<CAPTION>
Twelve Months Ended March 31,
=================================
(Dollars in thousands)
<S> <C>
1998 $ 4,536
1999 3,939
2000 3,055
2001 3,055
2002 3,055
Later years 35,435
--------
Total minimum
payments required $ 53,075
========
</TABLE>
The consolidated financial statements include rental expense for all
operating leases as follows:
<TABLE>
<CAPTION>
March 31, March 31,
1997 1996
============ ============
(Dollars in thousands)
<S> <C> <C>
Three months ended $ 2,090 $ 2,610
Twelve months ended $ 8,729 $11,030
</TABLE>
(19) COMMITMENTS: Northern Indiana estimates that approximately $750
million will be expended for construction purposes for the period from
January 1, 1997 to December 31, 2001. Substantial commitments have been made
by Northern Indiana in connection with this 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.
(20) 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 of 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 Northern
Indiana 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 Northern Indiana's
financial instruments are as follows:
<TABLE>
<CAPTION>
March 31,1997 December 31, 1996
---------------------- ----------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
========== ========== ========== ==========
(Dollars in thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 22,693 $ 22,693 $ 8,279 $ 8,279
Investments $ 256 $ 256 $ 256 $ 256
Long-term debt (including
current portion) $1,059,370 $1,010,781 $1,059,255 $1,026,743
Preferred stock $ 144,199 $ 123,775 $ 144,200 $ 126,379
</TABLE>
Northern Indiana is 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.
(21) CUSTOMER CONCENTRATIONS: Northern Indiana is a public utility
operating company supplying natural gas and electrical energy in the northern
third of Indiana. Although Northern Indiana has a diversified base of
residential and commercial customers, a substantial portion of its electric
and gas industrial deliveries are dependent upon the basic steel industry. The
basic steel industry accounted for 4% of gas revenues (including
transportation services) and 22% of electric revenue for the twelve months
ended March 31, 1997 as compared to 4% and 22%, respectively, for the
twelve months ended March 31, 1996.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
REVENUES -
Total operating revenues for the twelve months ended March 31, 1997
increased $40.9 million as compared to the twelve months ended March 31,
1996. Gas revenues increased $63.0 million and electric revenues decreased
$22.1 million as compared to the same period in 1996. The increase in gas
revenues was largely attributable to increased sales to industrial and
wholesale customers, increased gas transition costs, and increased gas costs
per dekatherm (dth), partially offset by decreased deliveries of gas
transported for others. The decrease in electric revenues was mainly due to
decreased sales to residential customers resulting from the cooler summer
in 1996 and decreased sales to industrial and wholesale customers.
Total operating revenues for the three months ended March 31, 1997
increased $1.2 million as compared to the three months ended March 31, 1996.
Gas revenues increased $3.8 million and electric revenues decreased $2.6
million as compared to the same period in 1996. The increase in gas
revenues was mainly due to increased gas costs per dth and increased gas
gas transition costs, partially offset by decreased sales to residential
and commercial customers as a result of milder weather. The decrease in
electric revenues was mainly due to decreased sales to industrial and
wholesale customers.
The basic steel industry accounted for 36% of natural gas delivered
(including volumes transported) and 35% of electric sales during the twelve
months ended March 31, 1997.
The components of the variations in gas and electric revenues are
shown in the following table:
<TABLE>
<CAPTION>
Variations
from
Prior Periods
---------------------------------
March 31, 1997
Compared to
March 31, 1996
Three Twelve
Months Months
========= =========
(Dollars in thousands)
<S> <C> <C>
Gas Revenue -
Pass through of net changes in
purchased gas costs, gas storage,
and storage transportation costs $ 26,115 $ 24,379
Gas transition costs 1,697 32,255
Changes in sales levels (24,298) 6,596
Gas transported 275 (215)
--------- ---------
Gas Revenue Change $ 3,789 $ 63,015
--------- ---------
Electric Revenue -
Pass through of net changes in
fuel costs $ 1,241 $ 3,058
Changes in sales levels (3,841) (25,186)
--------- ---------
Electric Revenue Change $ (2,600) $ (22,128)
--------- ---------
Total Revenue Change $ 1,189 $ 40,887
========= =========
</TABLE>
See Note 4 to Notes to Consolidated Financial Statements regarding
FERC Order No. 636 transition costs.
GAS COSTS -
Gas costs increased $13.5 and $66.4 million for the three-month
and twelve-month periods ended March 31, 1997, respectively. Gas costs
increased for the three-month period due to increased gas costs per dth, and
increased gas transition costs, partially offset by decreased purchases. Gas
costs increased for the twelve-month period due to increased gas costs per
dth, increased gas transition costs, and increased purchases. The average
cost of purchased gas for the three-month and twelve-month periods ended
March 31, 1997, after adjustment for gas transition costs billed to transport
customers, was $3.40 and $3.14 per dth, respectively, as compared to $3.01
and $2.67 per dth for the same periods in 1996.
FUEL AND PURCHASED POWER -
The cost of fuel for electric generation decreased for the twelve-month
period ended March 31, 1997, compared to 1996 period, mainly as a result of
decreased production of electricity.
Power purchased increased $6.1 million for the twelve-month period
ended March 31, 1997 as a result of increased bulk power purchases. Power
purchases decreased $3.0 million for the three-month period.
OPERATING MARGINS -
Operating margins for the twelve months ended March 31, 1997 decreased
$20.2 million from the same period a year ago. The operating margin from
gas deliveries decreased $3.3 million due to decreased sales to residential
and commercial customers reflecting milder weather, decreased deliveries of
gas transported for others, and partially offset by increased sales to
wholesale customers. The operating margin from electric sales decreased
$16.9 million due to decreased sales to residential customers, reflecting
milder 1996 summer weather, and decreased sales to industrial and wholesale
customers.
Operating margins for the three-months ended March 31, 1997 decreased
$10.5 million from the same period a year ago. Gas operating margin
decreased $9.7 million due to decreased sales to residential and commercial
customers reflecting milder weather during the period, and decreased sales to
industrial and wholesale customers, partially offset by increased deliveries
of gas transported for others. Operating margin from electric sales decreased
$0.8 million due to decreased sales to industrial and wholesale customers,
which were partially offset by increased sales to residential and commercial
customers.
OPERATING EXPENSES AND TAXES -
Operation expenses decreased $11.7 million for the twelve-month period
ended March 31, 1997 reflecting decreased employee costs and decreased
electric production pollution control facility costs, partially offset by
increased environmental costs. Operation expenses decreased $5.9 million for
the three-month period mainly reflecting decreased employee related costs,
decreased electric production pollution control facility costs, and various
other decreased operating costs.
Maintenance expenses decreased $4.8 million for the twelve-month period
ended March 31, 1997 mainly reflecting decreased maintenance activity at the
electric production facilities and decreased maintenance on the transmission
and distribution facilities.
Depreciation and amortization expense increased $2.7 and $11.8 million
for the three-month and twelve-month periods ended March 31, 1997,
respectively, resulting from plant additions, increased amortization of
computer software, amortization of deferred costs related to scrubber
services provided by Pure Air at the Bailly Generating Station, and the
amortization of SFAS No. 106 costs effective February 1, 1997.
Utility income taxes decreased for the three-month and twelve-month
periods ended March 31, 1997 mainly as a result of decreased pre-tax income.
OTHER INCOME (DEDUCTIONS) -
Other Income (Deductions) increased for the twelve-month period ended
March 31,1997 reflects the sales of Crescent Dunes Lakeshore property to the
National Park Service.
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 4, 6, and 8 for a discussion of FERC Order
No. 636, Income Taxes and Postretirement Benefits.
NET INCOME -
Net income for the twelve-month period ended March 31, 1997 was
$194.4 million compared to $201.0 million for the twelve-month period ended
March 31, 1996.
Net income for the three months ended March 31, 1997 was $67.3
million compared to $70.2 million for the three months ended March 31, 1996.
ENVIRONMENTAL MATTERS -
Northern Indiana has an ongoing program to remain aware of laws and
regulations involved with hazardous waste and other environmental matters.
It is Northern Indiana's intent to continue to evaluate its facilities and
properties with respect to these rules and identify any sites that would
require corrective action. Northern Indiana has recorded a reserve of $16.6
million to cover probable corrective actions as of March 31, 1997; 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, Northern Indiana believes
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 Northern Indiana.
On December 19, 1996, the Environmental Protection Agency (EPA)
promulgated rules for the second phase of the Acid Rain nitrogen oxides
reduction program. Northern Indiana is evaluating compliance strategies to
meet the reduced emission limitations found in the final rule. Additional
controls may be needed to meet the requirements. A compliance plan must be
submitted to the EPA by December 31, 1997 with details of the plan to meet
the new limits by January 1, 2000.
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 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.
Northern Indiana has instituted a program to investigate former
manufactured-gas plants where it is the current or former owner. Northern
Indiana has identified twenty-four of these sites and made visual
inspections of these sites. Initial samplings have been conducted at
fourteen sites. Follow-up investigations have been conducted at five sites and
remedial measures have been selected at three sites. Northern Indiana will
continue its program to assess and cleanup sites.
During the course of various investigations, Northern Indiana has
identified impacts to soil, groundwater, sediment, and surface water from
former manufactured-gas plants. At three sites where residues were noted
seeping into rivers, Northern Indiana notified the Indiana Department of
Environmental Management (IDEM) and the EPA and immediately took steps to
contain the material. Northern Indiana has worked with IDEM or the EPA on
investigation or remedial activities at several sites. Two of the sites have
been enrolled in the IDEM Voluntary Remediation Program (VRP). The goal of
placing these sites in the VRP is to obtain IDEM approval of the selection
and implementation of whatever remedial measures, if any, may be required.
Northern Indiana anticipates placing additional sites in the VRP after
remedial measures have been selected.
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 Cinergy Services, Inc. (Cinergy) (formerly 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. In December 1996, Northern Indiana sent a written
demand to Cinergy related to one of these sites, Goshen. Northern Indiana
demanded that Cinergy pay Northern Indiana for costs Northern Indiana has
already incurred and to be incurred to implement the needed remedy at the
Goshen site.
Northern Indiana has met with various companies that provided insurance
coverage which Northern Indiana believes 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. Both sides
have motions pending in the Federal Court lawsuit that would be dispositive of
the case. Northern Indiana has obtained cash settlements from some of its
insurers.
The possibility that exposure to electric and magnetic fields (EMF)
emanating from power lines, household appliances, and other electric sources
may result in adverse health effects has been the subject of public,
governmental, and media attention. Recently, the U.S. National Research
Council of the National Academy of Sciences concluded in a report, after
examining more than 500 EMF studies spanning seventeen years, that among other
things, there is insufficient evidence to consider EMF a treat to human
health. Despite the report's findings, future research appropriations
continuing to be dedicated to explore the issue.
LIQUIDITY AND CAPITAL RESOURCES -
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 intermittently as short-term financing. As of March 31,
1997, Northern Indiana had $102.5 million in commercial paper
outstanding, having a weighted average interest of 5.41%.
Northern Indiana has a $250 million revolving Credit Agreement with
several banks which terminates August 19, 1999 unless extended by its terms.
As of March 31, 1997, 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 which are expected to be renewed for the subsequent
twelve-month period. 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 March 31, 1997, 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 March 31, 1997, $67.5 million of borrowings were outstanding
under these lines of credit.
Northern Indiana has a $50 million uncommitted finance facility. At
March 31, 1997, there were no borrowings outstanding under this facility.
Northern Indiana expects to refinance certain maturities of its Medium-
term Notes, Series B and Series D, and First Mortgage Bonds, Series N,
Series O, and Series P during the second quarter of 1997.
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.
Northern Indiana does 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.
Northern Indiana does not anticipate the need to file for gas and electric
base rate increases in the near future.
EMPLOYEE RELATIONS
At March 31, 1997, approximately 74% of Northern Indiana's employees
(physical and clerical worker) were represented by two local unions of the
United Steelworkers of America, AFL-CIO-CLC. The bargaining unit employees'
current contracts expire May 31, 1997. Northern Indiana has begun to
negotiate new agreements with the two local unions, but cannot predict the
timing or terms of new agreements.
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. 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.
In January 1997, legislation was introduced to the Indiana General
Assembly addressing electric utility competition and deregulation. Under the
proposed legislation, an electric utility would be required to separate its
production and marketing functions from the transmission and distribution
functions to eliminate a competitive market advantage related to
organizational structure. There would be a transition period from October 1,
1999 through June 30, 2004, during which an electric utility's cost of
service rates would transition to a target price based upon Indiana utility
averages. Amounts collected by an electric utility above the target price
during the transition period would provide for recovery of transition costs.
Under the proposed legislation, each electric utility company would be
required to file a proposed distribution comparability tariff for unbundled
electric service. Customers would have the right to choose their electricity
supplier effective with the transition period. During the transition period,
access charges would be billed to those customers choosing a new supplier.
Regulatory assets not recovered during the transition period and not included
as part of the cost-based transmission and distribution function would not
be recoverable from customers. After the transition period, customers would
be required to make an affirmative election as to their electricity supplier;
if no election is made, the Commission would assign a supplier. This
proposed legislation was not adopted but a study commission on electric
competition and deregulation was established by the Indiana General Assembly.
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.
Northern Indiana's management has taken steps to make the company more
competitive and profitable in the changing utility environment, including
utilizing new rate and contract flexibility to retain and attract customers as
well as 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 Northern Indiana. Although pipelines continue to transport
gas, they no longer provide sale service. Northern Indiana believes it has
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
Northern Indiana's facilities to transport the gas. Transportation customers
pay Northern Indiana only for transporting their gas from the pipeline to the
customers' premises.
Northern Indiana filed a petition for 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 ARP, Northern Indiana proposes 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 on the ARP during the second quarter of 1997.
To date, Northern Indiana's 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. Northern Indiana believes the steps it is taking to deal with
increased competition will have significant, positive effects in the next few
years.
<PAGE>
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
Northern Indiana is party to various pending proceedings, including
suits and claims against it for personal injury, death and property damage,
but in the opinion of counsel for Northern Indiana, 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 Northern Indiana, except as described under Note 3
(Pending Tax Matter) and Note 5 (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 Northern Indiana no other material legal
proceedings against Northern Indiana or its 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.
On April 9, 1997, by written consent in lieu of the Annual Meeting
of Shareholders of the registrant, the sole shareholder of the registrant
elected Arthur J. Decio, Gary L. Neale, and Robert W. Welsh as directors
to serve until the 2000 Annual Meeting of Shareholders. Directors whose
terms of office as director continue after the 1997 Annual Meeting of
Shareholders are Steven C. Beering, Ernestine M. Raclin, and Denis E.
Ribordy, whose terms expire at the 1998 Annual Meeting of Shareholders,
and Ian M. Rolland, John W. Thompson, and Edmund A. Schroer, whose terms
expire at the 1999 Annual Meeting of Shareholders.
Item 5. OTHER INFORMATION.
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K.
None
<PAGE>
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.
Northern Indiana Public Service Company
(Registrant)
/s/ Jerry M. Springer
---------------------------------------
Jerry M. Springer,
Vice President, Finance and Accounting
/s/ David J. Vajda
---------------------------------------
David J. Vajda,
Controller and Chief Accounting Officer
Date May 13, 1997
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Northern Indiana Public Service Company for three
months ended March 31, 1997, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,052,134
<OTHER-PROPERTY-AND-INVEST> 8,731
<TOTAL-CURRENT-ASSETS> 361,175
<TOTAL-DEFERRED-CHARGES> 71,608
<OTHER-ASSETS> 236,491
<TOTAL-ASSETS> 3,730,139
<COMMON> 859,488
<CAPITAL-SURPLUS-PAID-IN> 12,522
<RETAINED-EARNINGS> 167,152
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,039,162
61,246
81,125
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1,828
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<OPERATING-INCOME-LOSS> 87,852
<OTHER-INCOME-NET> (409)
<INCOME-BEFORE-INTEREST-EXPEN> 87,443
<TOTAL-INTEREST-EXPENSE> 20,111
<NET-INCOME> 67,332
2,167
<EARNINGS-AVAILABLE-FOR-COMM> 65,165
<COMMON-STOCK-DIVIDENDS> 44,000
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 218,255
<EPS-PRIMARY> 0
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</TABLE>
