UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
Statement by Holding Company
Claiming Exemption Under Rule U-3A-2
From the Provisions of the
Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
VECTREN CORPORATION
VECTREN UTILITY HOLDINGS, INC.
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(Name of Company)
hereby file with the Securities and Exchange Commission, pursuant to
Rule 2, their statement claiming exemption as holding companies from
the provisions of the Public Utility Holding Company Act of 1935, and
submit the following information:
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's wholly owned subsidiary, Vectren Utility Holdings, Inc. (VUHI), serves
as the intermediate holding company for three operating public utilities:
Indiana Gas Company, Inc. (Indiana Gas), Southern Indiana Gas and Electric
Company (SIGECO), and the Ohio operations. VUHI also has other assets that
provide information technology and other services to the three utilities. VUHI's
consolidated operations are collectively referred to as the Utility Group.
Vectren is also 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 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 has investments 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, there are other businesses that invest in energy-related
opportunities, real estate, and leveraged leases, among other activities. These
operations are collectively referred to as the Nonregulated Group. The
Nonregulated Group supports Vectren's regulated utilities pursuant to service
contracts by providing natural gas supply services, coal, utility infrastructure
services, and other services.
Vectren is a "holding company," as such term is defined by the Public Utility
Holding Company Act of 1935 (the Act). VUHI, an Indiana corporation, is a
"subsidiary company" of Vectren and a "holding company" (as such terms are
defined by the Act).
Utility Group
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 energy delivery services to
approximately 555,000 natural gas customers located in central and southern
Indiana. 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 energy delivery
services to approximately 135,000 electric customers and approximately 110,000
gas customers located near Evansville in southwestern Indiana. SIGECO also owns
and operates electric generation to serve its electric customers. 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 the earnings contribution from these activities is generated from
contracts that are integrated with portfolio requirements around power supply
and delivery and are 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 energy delivery services to approximately 315,000
natural gas customers located near Dayton in west central Ohio. 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. The Ohio operations generally do business as
Vectren Energy Delivery of Ohio.
Nonregulated Group
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 Broadband, 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). 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 an investment in Vectren Communications
Services, Inc. Vectren Communications Services, Inc. ceased operations in
2004.
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 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. Both companies are solely 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 58,130 acres of land with an
estimated ready delivery from storage capability of 5.6 BCF of gas with maximum
peak day delivery capabilities of 144,500 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 17.8 BCF of storage with a maximum peak day delivery capability of 299,717
MMBTU per day. Indiana Gas' gas delivery system includes 12,150 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.
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
108,000 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 19,166 MMBTU per day. SIGECO's gas delivery system
includes 3,074 miles of distribution and transmission mains, all of which are
located in Indiana.
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 13.4 BCF of storage with a maximum peak day delivery capability
of 287,684 MMBTU per day. The Ohio operations' gas delivery system includes
5,301 miles of distribution and transmission mains, all of which are located in
Ohio.
Natural Gas Purchases
Indiana Gas, SIGECO, and the Ohio operations purchase all natural gas from
ProLiance Energy LLC, a 61% owned, nonregulated gas marketing affiliate of
Vectren. Gas is transported to their systems 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, 2004, 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 an 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 28 substations with an
installed capacity of 4,635.9 megavolt amperes (Mva). The electric distribution
system includes 3,223 pole miles of lower voltage overhead lines and 302 trench
miles of conduit containing 1,688 miles of underground distribution cable. The
distribution system also includes 92 distribution substations with an installed
capacity of 1,901.7 Mva and 51,630 distribution transformers with an installed
capacity of 2,388.8 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.
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:
Gas distributed:
Dollar Revenues
From Sales
MDth of Gas (in millions)
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a. Indiana Gas:
Retail Indiana 114,654 $ 686.1
Retail Ohio 26,057 155.0
Wholesale - -
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Totals 140,711 $ 841.1
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b. SIGECO:
Retail Indiana 30,249 $ 110.4
Wholesale - -
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Totals 30,249 $ 110.4
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c. VEDO:
Retail Ohio 29,383 $ 174.7
Wholesale - -
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Totals 29,383 $ 174.7
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d. VUHI and Vectren:
Retail Indiana 144,903 796.5
Retail Ohio 55,440 329.7
Wholesale - -
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Totals 200,343 $ 1,126.2
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Electric energy sold:
Dollar Revenues
MWh of From Sales
Electric Energy (in millions)
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a. SIGECO, VUHI, and Vectren:
Retail Indiana 5,560,235 $ 323.9
Municipalities Indiana 625,925 23.6
Wholesale 3,526,005 155.1
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Totals 9,712,165 $ 502.6
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B. Number of MDth of gas and MWh of electric energy distributed at retail
outside the state in which each such company is organized:
1. Gas distributed at
retail outside the
state: Dollar
Revenues
From Sales
MDth of Gas (in millions)
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a. Indiana Gas:
Ohio 26,057 $ 155.0
b. SIGECO: None None
c. VEDO:
Ohio 29,383 $ 174.7
d. VUHI and Vectren:
Ohio 55,440 $ 329.7
C. Number of MDth of gas sold and MWh of electric energy sold at
wholesale outside the state in which each such company is organized,
or at the state line:
1. Gas sold outside at wholesale the state
Dollar Revenues
From Sales
MDth of Gas (in millions)
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a. Indiana Gas: None None b. SIGECO: None None c. VEDO: 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)
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a. SIGECO, VUHI, and Vectren:
PJM Hub 613,048 $ 32.3
All others 41,131 0.8
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Totals 654,179 $ 33.1
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* These wholesale sales are aggregated by delivery points contemplated by
underlying contracts and include the impact of contracts settled both
physically and financially. Contracts with a delivery point at the PJM Hub
are substantially all financially settled. As a result, since they are not
physically settled, title does not pass outside of Indiana.
D. Number of MDth of gas and MWh of electric energy purchased outside the
state in which each such company is organized or at the state line:
1. Gas purchased outside the state:
Dollar Cost of
Purchases
MDth of Gas (in millions)
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a. Indiana Gas:
Ohio 15,357 $ 104.0
b. SIGECO: None None
c. VEDO:
Ohio 17,317 $ 117.2
d. VUHI and Vectren:
Ohio 32,674 $ 221.2
2. Electric energy purchased outside the state*:
Dollar Cost of
MWh of Purchases
Electric Energy (in millions)
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a. SIGECO, VUHI, and Vectren:
PJM Hub 692,515 $ 34.6
Ohio Valley Electric
Corporation 236,655 5.8
All others 73,815 3.2
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Totals 1,002,985 $ 43.6
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* These wholesale purchases are aggregated by delivery points
contemplated by underlying contracts and include the impact of
contracts settled both physically and financially. Contracts with a
delivery point at the PJM Hub are substantially all financially
settled. As a result, since they are not physically settled, title does
not pass outside of Indiana.
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, 2004, together with a consolidating
balance sheet of Vectren and subsidiary companies, as of December 31, 2004, are
not yet available. This filing will be amended to include this exhibit soon
after the Claimant's annual report on Form 10-K is filed.
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 28th day of February 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 Office, 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 of
Vectren Corporation
Post Office Box 209
Evansville, Indiana 47702-0209