UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2/A
Amendment No. 1 to
Statement by Holding Company
Claiming Exemption Under Rule U-3A-2
From the Provisions of the
Public Utility Holding Company Act of 1935
VECTREN CORPORATION
VECTREN UTILITY HOLDINGS, INC.
--------------------------------------------------------------------------------
(Name of Company)
hereby file with the Securities and Exchange Commission, pursuant to Rule 2,
this Amendment No. 1 to their statement filed February 27, 2004, claiming
exemption as a holding company from the provisions of the Public Utility Holding
Company Act of 1935. This amendment submits a change in method of aggregating
wholesale power sales and purchases outside of Indiana from that previously
provided. The new method is aggregated by delivery point. This amendment also
submits clarifications as to activity outside of Indiana related to the
Company's gas utility operations
ITEM 1. Name, State of organization, location, and nature of business of
Claimant and every subsidiary thereof, other than any exempt wholesale
generator (EWG) or foreign utility company in which Claimant directly or
indirectly holds an interest.
Vectren Corporation (Vectren or Claimant), an Indiana corporation, is an energy
and applied technology holding company headquartered in Evansville, Indiana.
Vectren was organized on June 10, 1999, solely for the purpose of effecting the
merger of Indiana Energy, Inc. (Indiana Energy) and SIGCORP, Inc. (SIGCORP). On
March 31, 2000, the merger of Indiana Energy with SIGCORP and into Vectren was
consummated with a tax-free exchange of shares and has been accounted for as a
pooling-of-interests in accordance with Accounting Principles Board Opinion No.
16 "Business Combinations." Vectren is a "holding company," as such term is
defined by the Public Utility Holding Company Act of 1935 (the Act).
Utility Group Operations
Vectren Utility Holdings, Inc. (VUHI), an Indiana corporation, is a "subsidiary
company" of Vectren and a "holding company" (as such terms are defined by the
Act). VUHI is the intermediate holding company for Vectren's three operating
public utilities: Indiana Gas Company, Inc. (Indiana Gas), formerly a wholly
owned subsidiary of Indiana Energy, Southern Indiana Gas and Electric Company
(SIGECO), formerly a wholly owned subsidiary of SIGCORP, and the Ohio operations
(defined hereafter). VUHI's regulated subsidiaries serve approximately one
million customers in Indiana and Ohio. VUHI also holds a 33% ownership interest
in Community Natural Gas Company, Inc. (Community) and a preferred equity and
convertible subordinated debt interest in Babb International, Inc, and has other
assets that provide information technology and other services to the three
utilities
Indiana Gas, an Indiana and Ohio corporation, is a "subsidiary company"
of VUHI and is also a "gas utility company" and a "public utility
company" (as such terms are defined by the Act). Indiana Gas'
activities and operations occur predominately within Indiana. Indiana
Gas provides natural gas distribution and transportation services to a
diversified customer base in 49 of Indiana's 92 counties. Indiana Gas
also has activity outside of Indiana through its 47% undivided
ownership interest in the assets of the Ohio operations (see below).
SIGECO, an Indiana corporation, is a "subsidiary company" of VUHI and
is also an "electric utility company," a "gas utility company," and a
"public utility company" (as such terms are defined by the Act).
SIGECO's activities and operations occur predominately within Indiana.
SIGECO provides electric generation, transmission, and distribution
services to eight counties in southwestern Indiana and natural gas
distribution and transportation services to ten counties in
southwestern Indiana. SIGECO's service territory includes counties
surrounding Evansville. Periodically, SIGECO's generation capacity is
in excess of that needed to serve native load and Indiana firm
wholesale customers. The Company markets this unutilized capacity to
optimize the return on its owned generation assets. Substantially all
of these contracts are integrated with portfolio requirements around
power supply and delivery and are generally short-term purchase and
sale transactions that expose the Company to limited market risk. Some
of these transactions result in activity outside of Indiana.
Both Indiana Gas and SIGECO do business as Vectren Energy Delivery of
Indiana, Inc.
The Ohio operations, owned as a tenancy in common by Vectren Energy
Delivery of Ohio, Inc. (VEDO), a wholly owned subsidiary (53%
ownership), and Indiana Gas (47% ownership), provide natural gas
distribution and transportation services to 17 counties in west central
Ohio, including counties surrounding Dayton. VEDO, an Ohio corporation,
is a "subsidiary company" of VUHI (as such term is defined by the Act)
and is the operator of the assets. VEDO is therefore a "gas utility
company" and "public utility company," as such terms are defined in the
Act. VEDO's operations occur predominately in Ohio; however, its income
is not material to VUHI or Vectren.
Community, an Indiana corporation, is an unconsolidated affiliate of
VUHI, but is a "subsidiary company" of VUHI as defined by the Act.
Community is also a "gas utility company" and a "public utility
company" (as such terms are defined by the Act). Community is an
Indiana gas distribution company with offices in Mt. Carmel, Illinois.
Community's operations occur predominately in Indiana. Its earnings are
not material to VUHI or Vectren.
Babb International, Inc. is a nonregulated unconsolidated affiliate
that has effectively ceased operations.
Nonregulated Group Operations
Vectren is involved in nonregulated activities in four primary business areas:
Energy Marketing and Services, Coal Mining, Utility Infrastructure Services, and
Broadband. Energy Marketing and Services markets natural gas and provides energy
management services, including energy performance contracting services. Coal
Mining mines and sells coal and generates IRS Code Section 29 investment tax
credits relating to the production of coal-based synthetic fuels. Utility
Infrastructure Services provides underground construction and repair, facilities
locating, and meter reading services. Broadband invests in broadband
communication services such as analog and digital cable television, high-speed
Internet and data services, and advanced local and long distance phone services.
In addition, the Nonregulated Group has other businesses that provide utility
services, municipal broadband consulting, and retail products and services and
that invest in energy-related opportunities, real estate, and leveraged leases.
The Nonregulated Group supports the Company's regulated utilities pursuant to
service contracts by providing natural gas supply services, coal, utility
infrastructure services, and other services.
Vectren Enterprises, Inc. is an intermediate holding company for the Company's
nonregulated businesses: Vectren Energy Services, Inc., Vectren Utility
Services, Inc., Vectren Communications, Inc., Vectren Ventures, Inc., and
Vectren Financial Group, Inc.
Vectren Energy Services, Inc. is an intermediate holding company for
Vectren Energy Marketing and Services, Inc. and Vectren Energy Retail, Inc.
Vectren Energy Marketing and Services, Inc. holds a 100% interest in
Energy Systems Group, Inc., a 61% ownership interest in ProLiance
Energy, LLC, a 100% interest in Indiana Energy Services, Inc.
(dormant) and Vectren Power Marketing, Inc. (dormant).
Energy Systems Group, Inc. holds a 100% ownership interest in
Energy Systems Group, LLC (ESG) due to Vectren's purchase of the
remaining one third interest in April 2003. ESG provides
energy-related performance contracting and facility upgrades
through its design and installation of energy efficient equipment
to industrial, commercial, and governmental customers.
ProLiance Energy, LLC is a 61% unconsolidated energy marketing
affiliate that provides natural gas and related services to the
Company's utility subsidiaries, Vectren Retail, LLC, and other
unrelated parties. ProLiance's primary businesses include gas
marketing, gas portfolio optimization, and other portfolio and
energy management services. ProLiance's primary customers are
utilities and other large end use customers. Governance and
voting rights remain at 50% for each of ProLiance's members.
Since governance of ProLiance remains equal between its members,
Vectren continues to account for its investment in ProLiance
using the equity method of accounting.
Vectren Energy Retail, Inc. holds a 99% interest in Vectren Retail,
LLC (d.b.a. Vectren Source), which provides natural gas and other
related products and services primarily in Ohio serving customers
opting for choice among energy providers.
Vectren Utility Services, Inc. is an intermediate holding company for
Vectren Environmental Services, Inc., Vectren Fuels, Inc., Reliant
Services, LLC, and Utility Debt Collectors, Inc. (dormant).
Vectren Environmental Services, Inc. holds a 51% ownership interest in
Air Quality Services, LLC, a company created to provide air quality
monitoring and testing services to industrial companies and utilities.
Vectren Fuels, Inc. owns and operates coal mining properties,
including a 100% ownership interest in Cypress Creek Mine, Inc. and a
99% ownership interest in SFI Coal Sales, LLC. SFI Coals Sales, LLC
holds a 100% ownership interest in Prosperity Mine, LLC and Cypress
Creek Mine, LLC.
Reliant Services, LLC (Reliant) is a 50% owned unconsolidated
affiliate that provides underground facility locating, contract meter
reading, and installation of telecommunications and electric
facilities to the Company's utility subsidiaries and others. Reliant
holds a 100% ownership interest in Miller Pipeline Corporation, which
provides underground pipeline construction, replacement, and repair
services to the Company's utility subsidiaries and others.
Vectren Communications, Inc. holds investments in nonregulated
subsidiaries, which conduct communications-related strategic initiatives
and include Vectren Broadband, Inc. and Vectren Communications Services,
Inc.
Vectren Broadband, Inc. holds Vectren's 18.9% investment in SIGECOM
Holdings, Inc. and a minority interest and convertible subordinated
debt investment in Utilicom Networks, LLC (Utilicom). SIGECOM
Holdings, Inc. holds a 74% interest in SIGECOM, LLC. SIGECOM, LLC
provides broadband services to the greater Evansville, Indiana, area.
Utilicom is a provider of bundled communication services through high
capacity broadband networks, including cable television, high-speed
Internet, and advanced local and long distance telephone services.
Utilicom is the majority member of SIGECOM, LLC and plans to provide
broadband services to the greater Indianapolis, Indiana, and Dayton,
Ohio, markets.
Vectren Communications Services, Inc. assists municipal utilities and
businesses in the implementation of broadband strategy.
Vectren Ventures, Inc. invests in energy-related companies and projects.
Vectren Ventures, Inc. holds the remaining 1% interests in SFI Coal Sales,
LLC and Vectren Retail, LLC. In addition, Vectren Ventures maintains a
36.7% ownership in Haddington Energy Partners, LP, a 42.1% ownership in
Haddington Energy Partners II, LP, a 7% ownership in Monument Capital
Partnership Fund I, LP, a 4.5% ownership in Cambridge Ventures, LP, and a
4% ownership in Gazelle TechVentures, Inc.
Haddington Energy Partners, LP, Haddington Energy Partners II, LP, and
Monument Capital Partnership Fund I, LP are investment companies that
invest in energy-related projects.
Cambridge Ventures, LP is an investment company that invests in small
businesses.
Gazelle TechVentures, Inc. is a venture capital company focusing on
venture capital activity in Indiana.
Vectren Financial Group, Inc. is an intermediate holding company for the
following entities: Southern Indiana Properties, Inc. (SIPI), Vectren
Synfuels, Inc., and Energy Realty, Inc.
SIPI holds a 100% ownership interest in SIPI Holding Company, Inc.,
SIP-GT I, Inc., and Southwest Lease Capital, Inc. These companies
invest in and loan capital to other partnerships and corporations.
These investments are primarily affordable housing projects or are
venture capital funds. SIPI's companies also invest in real estate and
leveraged lease transactions.
Vectren Synfuels, Inc. owns a limited partnership interest of 8.3% in
Pace Carbon Synfuels Investors, LP, which produces and sells
coal-based synthetic fuel that qualifies for IRS Code Section 29
investment tax credits.
Energy Realty, Inc. invests in partnerships and corporations that
invest in real estate and affordable housing projects.
Corporate and Other Operations
Vectren's corporate and other activities provide general and administrative
support to Vectren's other operating groups. The companies comprising Vectren's
corporate and other group include Vectren Capital Corp. and Vectren Aero, LLC.
Vectren Capital Corp., and its direct subsidiary, IEI Capital Corp, are
financing vehicles for Vectren's nonregulated and corporate operations.
Vectren Aero, LLC provides transportation services to the Company's employees.
ITEM 2. A brief description of the properties of Claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, electric and gas distribution facilities, including all
such properties which are outside the state in which Claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such state.
Vectren and VUHI
At the date of the filing of this Statement, Vectren and VUHI have no
significant real properties and are primarily holding companies owning all of
the issued and outstanding shares of common stock of their subsidiary companies.
Gas Utility Operations
Indiana Gas
Specific to its Indiana operations, Indiana Gas owns and operates four active
gas storage fields located in Indiana covering 58,290 acres of land with an
estimated ready delivery from storage capability of 5.2 BCF of gas with maximum
peak day delivery capabilities of 119,160 MCF per day. Indiana Gas also owns and
operates three liquefied petroleum (propane) air-gas manufacturing plants
located in Indiana with the ability to store 1.5 million gallons of propane and
manufacture for delivery 33,000 MCF of manufactured gas per day. In addition to
its company owned storage and propane capabilities, Indiana Gas has contracted
for 17.2 BCF of storage with a maximum peak day delivery capability of 404,614
MCF per day. Indiana Gas has the ability to meet a total annual demand,
utilizing all of its assets across various pipelines, of 131.1 BCF with a
maximum peak day delivery capability of 1,068,740 MCF per day. Indiana Gas' gas
delivery system includes 11,771 miles of distribution and transmission mains,
all of which are in Indiana except for pipeline facilities extending from points
in northern Kentucky to points in southern Indiana so that gas may be
transported to Indiana and sold or transported by Indiana Gas to ultimate
customers in Indiana. These properties are used by Indiana Gas in its gas
delivery operations in which gas is supplied to 546,914 consumers in 49 of
Indiana's 92 counties. The largest Indiana communities served are Muncie,
Anderson, Lafayette-West Lafayette, Bloomington, Terre Haute, Marion, New
Albany, Columbus, Jeffersonville, New Castle, and Richmond.
Indiana Gas purchases all of its natural gas from ProLiance Energy LLC, a 61%
owned, nonregulated gas marketing affiliate of Vectren. Gas is transported to
Indiana Gas' system by interstate pipeline suppliers under Federal Energy
Regulatory Commission approved rate schedules.
SIGECO
SIGECO owns and operates three underground gas storage fields located in Indiana
covering 6,070 acres of land with an estimated ready delivery from storage
capability of 6.3 BCF of gas with maximum peak day delivery capabilities of
124,748 MCF per day. In addition to its company owned storage delivery
capabilities, SIGECO has contracted for 0.5 BCF of storage with a maximum peak
day delivery capability of 18,699 MCF per day. SIGECO has the ability to meet a
total annual demand, utilizing all of its assets across various pipelines, of
28.4 BCF with a maximum peak day delivery capability of 228,943 MCF per day.
SIGECO's gas delivery system includes 3,026 miles of distribution and
transmission mains, all of which are located in Indiana. These properties are
used by SIGECO in its gas operations in which gas is supplied to 111,478
consumers in ten counties in southwestern Indiana, including counties
surrounding Evansville.
SIGECO purchases all of its natural gas from ProLiance Energy LLC, a 61% owned,
nonregulated gas marketing affiliate of Vectren. Gas is transported to SIGECO's
system by interstate pipeline suppliers under Federal Energy Regulatory
Commission approved rate schedules.
Ohio Operations
The Ohio operations own and operate three liquefied petroleum (propane) air-gas
manufacturing plants and a cavern for propane storage, all of which are located
in Ohio. The plants and cavern can store 7.5 million gallons of propane, and the
plants can manufacture for delivery 51,047 MCF of manufactured gas per day. In
addition to its propane delivery capabilities, the Ohio operations have
contracted for 13.1 BCF of storage with a maximum peak day delivery capability
of 280,667 MCF per day. The Ohio operations have the ability to meet a total
annual demand, utilizing all of its assets across various pipelines, of 57.9 BCF
with a maximum peak day delivery capability of 477,974 MCF per day. The Ohio
operations' gas delivery system includes 5,216 miles of distribution and
transmission mains, all of which are located in Ohio. The properties are used by
the Ohio operations in its gas operations in which gas is supplied to 313,838
customers in 17 counties in west central Ohio, including counties surrounding
Dayton.
The Ohio operations purchases all of its natural gas from ProLiance Energy LLC,
a 61% owned nonregulated gas marketing affiliate of Vectren. Gas is transported
to the Ohio operations' system by interstate pipeline suppliers under Federal
Energy Regulatory Commission approved rate schedules.
Community
Community is a small gas utility that has several noncontiguous service
territories in southwestern Indiana. Much of its service territory is adjacent
to or near the gas service territory of SIGECO. Community has no underground gas
storage facilities or manufacturing facilities. Community's gas delivery system
includes approximately 506 miles of distribution mains, all of which are located
in Indiana. Community uses the properties in its gas operations in which gas is
supplied to approximately 7,100 customers in southwestern Indiana.
Community purchases its natural gas from various suppliers. Gas is transported
to Community's system by interstate pipeline suppliers under Federal Energy
Regulatory Commission approved rate schedules.
SIGECO's Electric Utility Operations
SIGECO's installed generating capacity as of December 31, 2003, was rated at
1,351 MW. SIGECO's coal-fired generating facilities are: the Brown Station with
500 MW of capacity, located in Posey County approximately eight miles east of
Mt. Vernon, Indiana; the Culley Station with 406 MW of capacity, and Warrick
Unit 4 with 150 MW of capacity. Both the Culley and Warrick Stations are located
in Warrick County near Yankeetown, Indiana. SIGECO's gas-fired turbine peaking
units are: the 80 MW Brown 3 Gas Turbine located at the Brown Station; two
Broadway Avenue Gas Turbines located in Evansville, Indiana with a combined
capacity of 115 MW (Broadway Avenue Unit 1, 50 MW and Broadway Avenue Unit 2, 65
MW); two Northeast Gas Turbines located northeast of Evansville in Vanderburgh
County, Indiana with a combined capacity of 20 MW; and a new 80 MW turbine also
located at the Brown station (Brown Unit 4) placed into service in 2002. The
Brown Unit 3 and Broadway Avenue Unit 2 turbines are also equipped to burn oil.
Total capacity of SIGECO's six gas turbines is 295 MW, and they are generally
used only for reserve, peaking, or emergency purposes due to the higher per unit
cost of generation.
SIGECO's transmission system consists of 830 circuit miles of 138,000 and 69,000
volt lines. The transmission system also includes 27 substations with an
installed capacity of 4,235.9 megavolt amperes (Mva). The electric distribution
system includes 3,224 pole miles of lower voltage overhead lines and 289 trench
miles of conduit containing 1,622 miles of underground distribution cable. The
distribution system also includes 92 distribution substations with an installed
capacity of 1,901.7 Mva and 51,417 distribution transformers with an installed
capacity of 2,368.6 Mva.
SIGECO owns utility property outside of Indiana approximating eight miles of
138,000 volt electric transmission line which is located in Kentucky and which
interconnects with Louisville Gas and Electric Company's transmission system at
Cloverport, Kentucky.
These properties are used by SIGECO in its electric operations in which
electricity is supplied to 135,098 consumers in eight counties in southwestern
Indiana, including counties surrounding Evansville.
Item 3. The following information for the last calendar year with respect to
Claimant and each of its subsidiary public utility companies:
A. Number of dekatherms in thousands (MDth) of gas distributed at retail
and number of megawatt hours (MWh) of electric energy sold at retail
or wholesale:
1. Gas distributed:
Dollar Revenues
From Sales
MDth of Gas (in millions)
------------ -------------
a. Indiana Gas:
Retail Indiana 119,606 $ 668.2
Retail Ohio 27,350 160.5
Wholesale - -
------------ -------------
Totals 146,956 $ 828.7
------------ -------------
b. SIGECO:
Retail Indiana 31,547 $ 102.7
Wholesale - -
------------ -------------
Totals 31,547 $ 102.7
------------ -------------
c. VEDO:
Retail Ohio 30,841 $ 180.9
Wholesale - -
------------ -------------
Totals 30,841 $ 180.9
------------ -------------
e. Community:
Retail Indiana 878 $ 7.0
Wholesale - -
------------ -------------
Totals 878 $ 7.0
------------ -------------
d. VUHI and Vectren:
Retail Indiana 151,446 $ 907.8
Retail Ohio 58,191 341.4
Wholesale - -
------------- -------------
Totals 209,637 $ 1,249.2
------------- -------------
2. Electric energy sold:
Dollar Revenues
MWh of From Sales
Electric Energy (in millions)
--------------- -------------
a. SIGECO, VUHI, and Vectren:
Retail Indiana 5,297,928 $ 287.7
Municipalities Indiana 600,924 21.5
Wholesale 4,305,190 152.8
--------------- -------------
Totals 10,204,042 $ 462.0
--------------- -------------
B. Number of MDth of gas and MWh of electric energy distributed at retail
outside the state in which each Claimant is organized:
1. Gas distributed at retail outside the state:
Dollar Revenues
From Sales
MDth of Gas (in millions)
------------- ---------------
a. Indiana Gas:
Ohio 27,350 $ 160.5
b. SIGECO: None None
c. VEDO:
Ohio 30,841 $ 180.9
e. Community: None None
d. VUHI and Vectren:
Ohio 58,191 $ 341.4
2. Electric energy distributed at retail outside the state:
Dollar Revenues
MWh of From Sales
Electric Energy (in millions)
--------------- ---------------
a. SIGECO, VUHI, and Vectren: None None
C. Number of MDth of gas sold and MWh of electric energy sold at wholesale
outside the state in which each Claimant is organized, or at the state
line:
1. Gas sold outside at wholesale the state
Dollar Revenues
From Sales
MDth of Gas (in millions)
----------- ---------------
a. Indiana Gas: None None
b. SIGECO: None None
c. VEDO: None None
d. Community: None None
e. VUHI and Vectren: None None
2. Electric energy sold at wholesale outside the state
Dollar Revenues
MWh of From Sales
Electric Energy (in millions)
--------------- ---------------
a. SIGECO, VUHI, and Vectren:
PJM Hub 324,000 $ 14.8
Tennessee 38,484 1.1
Kentucky 27,988 1.0
All others 31,624 1.1
--------------- ---------------
Totals 422,096 $ 18.0
--------------- ---------------
D. Number of MDth of gas and MWh of electric energy purchased outside the
state in which each Claimant is organized, or at the state line:
1. Gas purchased outside the state:
Dollar Cost of
Purchases
MDth of Gas (in millions)
------------- --------------
a. Indiana Gas:
Ohio 17,695 $ 110.3
b. SIGECO: None None
c. VEDO:
Ohio 19,951 $ 124.4
e. Community:
Louisiana 879 $ 5.6
d. VUHI and Vectren:
Ohio 37,646 $ 234.7
Louisiana 293 1.9
------------- --------------
Totals 37,939 $ 236.6
------------- --------------
2. Electric energy purchased outside the state:
Dollar Cost of
MWh of Purchases
Electric Energy in millions)
--------------- --------------
a. SIGECO, VUHI, and Vectren:
PJM Hub 324,000 $ 14.6
Ohio Valley Electric
Corporation 224,823 5.1
All others 42,090 1.7
--------------- --------------
Totals 590,913 $ 21.4
--------------- --------------
Item 4. The following information for the reporting period with respect to
Claimant and each interest it holds directly or indirectly in a EWG or a
foreign utility company.
Not applicable to Claimant or any of Claimant's subsidiaries.
Exhibit A
A consolidating statement of income and surplus of Vectren and subsidiary
companies for the year ended December 31, 2003, together with a consolidating
balance sheet of Vectren and subsidiary companies, as of December 31, 2003, are
attached as Exhibit A. In these consolidated statements, Indiana Gas' investment
in the Ohio operations and VUHI's investment in Community are accounted for
using the equity method of accounting. VEDO's results reflect full
consolidation, as adjusted for minority interests, related to its investments in
the Ohio operations
Exhibit B
An organizational chart showing the relationship of each EWG or foreign utility
company to associate companies in the holding company system.
Not applicable to Claimant or any of Claimant's subsidiaries.
SIGNATURES
The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 15th day of August 2004.
VECTREN CORPORATION
VECTREN UTILITY HOLDINGS, INC.
(Name of Claimant)
By /s/ Ronald E. Christian
-----------------------------------
Ronald E. Christian
Executive Vice President, Chief
Administrative Officer, General
Counsel and Corporate Secretary of
Vectren Corporation & Executive Vice
President, Chief Administrative
Officer, and Corporate Secretary of
Vectren Utility Holdings, Inc.
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Ronald E. Christian
Executive Vice President, Chief
Administrative Officer,
General Counsel and Corporate Secretary
Vectren Corporation
Post Office Box 209
Evansville, Indiana 47702-0209
Exhibit A
Page 1 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Statement of Income
For the Year Ended December 31, 2003
(In millions)
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VUHI Nonregulated Vectren Vectren Adjust. Vectren
Consolidated Operations Capital Corp. & Elim. Consolidated
---------------------------------------------------------------------------------------------------------
OPERATING REVENUES
Gas utility $ 1,112.3 $ - $ - $ - $ - $ 1,112.3
Electric utility 335.7 - - - - 335.7
Energy services & other 0.8 219.2 - 1.1 (81.4) 139.7
---------------------------------------------------------------------------------------------------------
Total operating revenues 1,448.8 219.2 - 1.1 (81.4) 1,587.7
---------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Cost of gas sold 762.5 - - - - 762.5
Fuel for electric generation 86.5 - - - - 86.5
Purchased electric energy 16.2 - - - - 16.2
Cost of energy services & other - 180.7 - - (77.0) 103.7
Other operating 210.1 26.3 - 1.7 (4.4) 233.7
Depreciation & amortization 117.9 10.5 - 0.3 - 128.7
Taxes other than income taxes 56.6 0.4 - - - 57.0
---------------------------------------------------------------------------------------------------------
Total operating expenses 1,249.8 217.9 - 2.0 (81.4) 1,388.3
---------------------------------------------------------------------------------------------------------
OPERATING INCOME 199.0 1.3 - (0.9) - 199.4
OTHER INCOME
Equity in earnings of
consolidated affiliates - - - 113.2 (113.2) -
Equity in earnings of
unconsolidated affiliates (0.5) 12.7 - - - 12.2
Other - net 4.8 10.2 10.4 (1.6) (10.8) 13.0
---------------------------------------------------------------------------------------------------------
Total other income 4.3 22.9 10.4 111.6 (124.0) 25.2
---------------------------------------------------------------------------------------------------------
Interest expense 66.1 9.7 10.4 0.2 (10.8) 75.6
---------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 137.2 14.5 - 110.5 (113.2) 149.0
---------------------------------------------------------------------------------------------------------
Income taxes 51.6 (13.2) - (0.7) - 37.7
Minority interest in & preferred
dividend requirements of
subsidiaries - 0.1 - - - 0.1
---------------------------------------------------------------------------------------------------------
NET INCOME $ 85.6 $ 27.6 $ - $ 111.2 $(113.2) $ 111.2
=========================================================================================================
Retained Earnings Beginning of Year $ 382.4 $ 39.9 $ - $ 530.4 $ 530.4
Net Income 85.6 27.6 - 111.2 111.2
Dividends Paid (78.0) (36.9) - (79.2) (79.2)
----------------------------------------------------------------------------------- ----------
Retained Earnings End of Year $ 390.0 $ 30.6 $ - $ 562.4 $ 562.4
=================================================================================== ==========
Exhibit A
Page 2 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Statement of Income, Continued
For the Year Ended December 31, 2003
(In millions)
-----------------------------------------------------------------------------------------------------
Indiana VEDO VUHI, Adjust. VUHI
SIGECO Gas Consolidated Inc. & Elim. Consolidated
-----------------------------------------------------------------------------------------------------
OPERATING REVENUES
Gas utility $ 102.7 $ 668.2 $ 341.4 $ - $ - $ 1,112.3
Electric utility 335.7 - - - - 335.7
Energy services & other - - - 26.5 (25.7) 0.8
-----------------------------------------------------------------------------------------------------
Total operating revenues 438.4 668.2 341.4 26.5 (25.7) 1,448.8
-----------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Cost of gas sold 73.4 450.7 238.4 - - 762.5
Fuel for electric generation 86.5 - - - - 86.5
Purchased electric energy 16.2 - - - - 16.2
Cost of energy services & other - - - - - -
Other operating 103.1 85.7 46.4 0.6 (25.7) 210.1
Depreciation & amortization 47.6 43.3 12.8 14.2 - 117.9
Taxes other than income taxes 12.4 16.9 26.6 0.7 - 56.6
-----------------------------------------------------------------------------------------------------
Total operating expenses 339.2 596.6 324.2 15.5 (25.7) 1,249.8
-----------------------------------------------------------------------------------------------------
OPERATING INCOME 99.2 71.6 17.2 11.0 - 199.0
OTHER INCOME
Equity in earnings of
consolidated affiliates - 5.8 - 81.7 (87.5) -
Equity in earnings of
unconsolidated affiliates - - - (0.5) - (0.5)
Other - net 5.0 (0.7) 0.7 27.9 (28.1) 4.8
-----------------------------------------------------------------------------------------------------
Total other income 5.0 5.1 0.7 109.1 (115.6) 4.3
-----------------------------------------------------------------------------------------------------
Interest expense 24.8 29.1 8.1 32.2 (28.1) 66.1
-----------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 79.4 47.6 9.8 87.9 (87.5) 137.2
-----------------------------------------------------------------------------------------------------
Income taxes 30.6 16.1 2.6 2.3 - 51.6
Minority interest in & preferred
dividend requirements of
subsidiaries - - 5.8 - (5.8) -
-----------------------------------------------------------------------------------------------------
NET INCOME $ 48.8 $ 31.5 $ 1.4 $ 85.6 $ (81.7) $ 85.6
=====================================================================================================
Retained Earnings Beginning of Year $ 270.2 $ 79.1 $ (8.1) $ 382.4 $ 382.4
Net Income 48.8 31.5 1.4 85.6 85.6
Dividends Paid (52.1) (21.9) (4.0) (78.0) (78.0)
------------------------------------------------------------------------------ ----------
Retained Earnings End of Year $ 266.9 $ 88.7 $(10.7) $ 390.0 $ 390.0
============================================================================== ==========
Exhibit A
Page 3 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet
As of December 31, 2003
(In millions)
--------------------------------------------------------------------------------------------------------
VUHI Nonregulated Vectren Vectren Adjust. Vectren
ASSETS Consolidated Operations Capital Corp. & Elim. Consolidated
--------------------------------------------------------------------------------------------------------
Current Assets
Cash & cash equivalents $ 8.1 $ 6.0 $ - $ 1.2 - $ 15.3
Accounts receivable-less
reserves 114.0 22.7 0.1 0.5 - 137.3
Receivables from other
Vectren companies 1.7 34.2 128.3 19.9 (184.1) -
Accrued unbilled revenues 128.7 9.1 - - - 137.8
Inventories 55.1 15.3 - - - 70.4
Recoverable fuel & natural
gas costs 20.3 - - - - 20.3
Prepayments & other current
assets 131.3 4.6 0.2 3.6 (8.6) 131.1
--------------------------------------------------------------------------------------------------------
Total current assets 459.2 91.9 128.6 25.2 (192.7) 512.2
--------------------------------------------------------------------------------------------------------
Utility Plant
Original cost 3,250.7 - - - - 3,250.7
Less: accumulated depreciation
& amortization 1,247.0 - - - - 1,247.0
--------------------------------------------------------------------------------------------------------
Net utility plant 2,003.7 - - - - 2,003.7
---------------------------------------------------------------------------------------------------------
Investments in consolidated
affiliates - - - 1,103.9 (1,103.9) -
Investments in unconsolidated
affiliates 1.8 174.3 - - - 176.1
Other investments 20.6 101.8 - 0.5 - 122.9
Notes receivable from other
Vectren companies - 0.2 113.0 - (113.2) -
Non-utility property-net 141.3 79.8 - 1.2 - 222.3
Goodwill-net 205.0 - - - - 205.0
Regulatory assets 89.6 - - - - 89.6
Other assets 3.9 6.0 0.3 19.1 (7.7) 21.6
--------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 2,925.1 $ 454.0 $ 241.9 $ 1,149.9 $(1,417.5) $ 3,353.4
========================================================================================================
Exhibit A
Page 4 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet
As of December 31, 2003
(In millions)
---------------------------------------------------------------------------------------------------------
Indiana VEDO VUHI Adjust. VUHI
ASSETS SIGECO Gas Consolidated Inc & Elim. Consolidated
---------------------------------------------------------------------------------------------------------
Current Assets
Cash & cash equivalents $ 3.6 $ 2.9 $ 0.9 $ 0.7 - $ 8.1
Accounts receivable-less
reserves 38.8 45.1 29.7 0.4 - 114.0
Receivables from other
Vectren companies 0.1 - - 190.8 (189.2) 1.7
Accrued unbilled revenues 28.1 63.6 37.0 - - 128.7
Inventories 37.3 15.6 2.2 - - 55.1
Recoverable fuel & natural
gas costs 3.9 16.2 0.2 - - 20.3
Prepayments & other current
assets 4.8 70.1 63.4 0.9 (7.9) 131.3
---------------------------------------------------------------------------------------------------------
Total current assets 116.6 213.5 133.4 192.8 (197.1) 459.2
---------------------------------------------------------------------------------------------------------
Utility Plant
Original cost 1,659.5 1,200.7 390.5 - - 3,250.7
Less: accumulated depreciation
& amortization 719.8 404.7 122.5 - - 1,247.0
---------------------------------------------------------------------------------------------------------
Net utility plant 939.7 796.0 268.0 - - 2,003.7
---------------------------------------------------------------------------------------------------------
Investments in consolidated
affiliates - 222.0 - 956.2 (1,178.2) -
Investments in unconsolidated
affiliates 0.2 - - 1.6 - 1.8
Other investments 10.5 2.9 0.9 6.3 - 20.6
Notes receivable from other
Vectren companies - - - 443.1 (443.1) -
Non-utility property-net 3.8 0.2 1.6 135.7 - 141.3
Goodwill-net 5.5 - 199.5 - - 205.0
Regulatory assets 54.7 21.2 7.5 6.2 - 89.6
Other assets 0.7 3.2 - - - 3.9
---------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 1,131.7 $ 1,259.0 $ 610.9 $ 1,741.9 $(1,818.4) $ 2,925.1
=========================================================================================================
Exhibit A
Page 5 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet, Continued
As of December 31, 2003
(In millions)
--------------------------------------------------------------------------------------------------------------
VUHI Nonregulated Vectren Vectren Adjust. Vectren
Consolidated Operations Capital Corp. & Elimin. Consolidated
--------------------------------------------------------------------------------------------------------------
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 63.0 $ 20.8 $ - $ 1.5 $ - $ 85.3
Accounts payable to affiliated
companies 80.3 6.1 - - - 86.4
Payables to other Vectren companies 13.3 0.4 - 1.6 (15.3) -
Accrued liabilities 93.9 9.2 0.8 14.8 (9.4) 109.3
Short-term borrowings 185.2 2.1 87.6 - - 274.9
Short-term borrowings to other
Vectren companies 0.1 127.1 40.4 0.3 (167.9) -
Current maturities of long-term debt 15.0 - - - - 15.0
Long-term debt subject to tender 13.5 - - - - 13.5
--------------------------------------------------------------------------------------------------------------
Total current liabilities 464.3 165.7 128.8 18.2 (192.6) 584.4
--------------------------------------------------------------------------------------------------------------
Long-term Debt-Net of Current
Maturities & Debt Subject to Tender 960.1 - 112.7 - - 1,072.8
Long-term Debt-Net of Current
Maturities to Other Vectren Companies 0.3 113.0 - - (113.3) -
Deferred Income Taxes & Other
Liabilities
Deferred income taxes 201.5 45.3 0.1 (11.5) - 235.4
Regulatory liabilities 235.0 - - - - 235.0
Deferred credits & other liabilities 83.9 5.7 0.2 71.5 (7.7) 153.6
--------------------------------------------------------------------------------------------------------------
Total deferred credits & other
liabilities 520.4 51.0 0.3 60.0 (7.7) 624.0
--------------------------------------------------------------------------------------------------------------
Minority Interest in Subsidiary - 0.3 - - - 0.3
Cumulative, Redeemable Preferred
Stock of a Subsidiary 0.2 - - - - 0.2
Common Shareholders' Equity
Common stock 589.8 87.1 0.1 520.4 (677.0) 520.4
Retained earnings 390.0 30.6 - 562.4 (420.6) 562.4
Accumulated other comprehensive
income - 6.3 - (11.1) (6.3) (11.1)
--------------------------------------------------------------------------------------------------------------
Total common shareholders'
equity 979.8 124.0 0.1 1,071.7 (1,103.9) 1,071.7
--------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 2,925.1 $ 454.0 $ 241.9 $ 1,149.9 $(1,417.5) $ 3,353.4
==============================================================================================================
Exhibit A
Page 6 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet, Continued
As of December 31, 2003
(In millions)
---------------------------------------------------------------------------------------------------------------
Indiana VEDO VUHI, Adjust. VUHI
SIGECO Gas Consolidated Inc. & Elim. Consolidated
---------------------------------------------------------------------------------------------------------------
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 18.4 $ 23.0 $ 16.1 $ 5.5 $ - $ 63.0
Accounts payable to affiliated
companies 8.3 51.0 20.9 0.1 - 80.3
Payables to other Vectren companies 11.5 5.4 5.4 - (9.0) 13.3
Accrued liabilities 38.6 36.5 20.6 8.8 (10.6) 93.9
Short-term borrowings 0.8 - - 184.4 - 185.2
Short-term borrowings to other
Vectren companies 82.9 64.0 30.8 - (177.6) 0.1
Current maturities of long-term debt - 15.0 - - - 15.0
Long-term debt subject to tender 10.0 3.5 - - - 13.5
---------------------------------------------------------------------------------------------------------------
Total current liabilities 170.5 198.4 93.8 198.8 (197.2) 464.3
---------------------------------------------------------------------------------------------------------------
Long-term Debt-Net of Current
Maturities & Debt Subject to Tender 216.1 196.4 - 547.6 - 960.1
Long-term Debt-Net of Current
Maturities to Other Vectren Companies 148.7 184.4 110.2 - (443.0) 0.3
Deferred Income Taxes & Other
Liabilities
Deferred income taxes 110.0 63.9 20.9 6.7 - 201.5
Regulatory liabilities 48.2 123.6 57.0 6.2 - 235.0
Deferred credits & other liabilities 42.8 35.6 2.7 2.8 - 83.9
---------------------------------------------------------------------------------------------------------------
Total deferred credits & other
liabilities 201.0 223.1 80.6 15.7 - 520.4
---------------------------------------------------------------------------------------------------------------
Minority Interest in Subsidiary - - 222.0 - 222.0) -
Cumulative, Redeemable Preferred
Stock of a Subsidiary 0.2 - - - - 0.2
Common Shareholders' Equity
Common stock 128.3 368.0 115.0 589.8 (611.3) 589.8
Retained earnings 266.9 88.7 (10.7) 390.0 (344.9) 390.0
Accumulated other comprehensive
income - - - - - -
---------------------------------------------------------------------------------------------------------------
Total common shareholders'
equity 395.2 456.7 104.3 979.8 (956.2) 979.8
---------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 1,131.7 $ 1,259.0 $ 610.9 $ 1,741.9 $(1,818.4) $ 2,925.1
===============================================================================================================