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.
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 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 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 Act of 1935 (the Act).
Regulated 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 21.9% preferred equity
interest in Babb International, Inc.
Indiana Gas, an Indiana 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 provides natural gas
distribution and transportation services to a diversified customer
base in 311 communities in 49 of Indiana's 92 counties. Indiana Gas
also holds a 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 provides electric generation, transmission services, and
distribution to Evansville, Indiana, and 74 other communities in eight
counties in southwestern Indiana and participates in the wholesale
power market. SIGECO also provides natural gas distribution and
transportation services to Evansville, Indiana, and 64 other
communities in ten counties in southwestern Indiana.
On October 31, 2000, Vectren acquired the natural gas distribution
assets of The Dayton Power and Light Company (herein referred to as
the Ohio operations). The Ohio operations provide natural gas
distribution and transportation services to Dayton, Ohio, and 87 other
communities in 17 counties in west central Ohio. The Ohio operations
are owned as a tenancy in common through two of Vectren's wholly owned
subsidiaries. Vectren Energy Delivery of Ohio, Inc. (VEDO) holds a 53%
undivided ownership interest and Indiana Gas holds a 47% undivided
ownership interest in the assets. 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.
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.
Babb International, Inc. is a nonregulated unconsolidated affiliate
that manufactures autoclaved aerated concrete from fly ash, a
by-product of burning coal.
Nonregulated 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, provides fuel
supply management services, and provides energy performance contracting
services. Coal Mining provides the mining and sale of coal to Vectren's utility
operations and to other third parties and generates income tax credits through
an Internal Revenue Service (IRS) Code Section 29 investment tax credit relating
to the production of coal-based synthetic fuels. Utility Infrastructure Services
provides underground construction and repair, facilities locating, and meter
reading. Broadband invests in broadband communications services such as cable
television, high-speed Internet, and advanced local and long distance phone
services. In addition, the nonregulated group has investments in other
businesses that invest in other energy-related opportunities and provide supply
chain services, debt collection services, and environmental compliance testing
services.
The companies comprising Vectren's nonregulated operations include Vectren
Enterprises, Inc., Vectren Generation Services, Inc., and Southern Indiana
Minerals, Inc.
Vectren Enterprises, Inc. is an intermediate holding company and the primary
holding company for 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 Solutions, Inc. and Vectren Energy Retail, Inc.
Vectren Energy Solutions, Inc. holds a 100% interest in SIGCORP Energy
Services, Inc., Energy Systems Group, Inc., a 52.5% ownership interest
in ProLiance Energy, LLC, a 20% ownership interest in Genscape, Inc.,
and a 100% interest in Indiana Energy Services, Inc. (dormant) and
Vectren Power Marketing, Inc. (dormant).
SIGCORP Energy Services, Inc. has a 99% ownership interest in
SIGCORP Energy Services, LLC, which provides natural gas,
pipeline management services and, other natural gas related
services to SIGECO and others, through its 100% ownership of
SIGCORP Gas Marketing, LLC, Ohio Valley Hub, LLC, and Signature
Energy Management, LLC.
Energy Systems Group, Inc. has a two-thirds ownership interest in
Energy Systems Group, LLC, an energy-related performance
contracting firm serving industrial, commercial, and governmental
customers.
ProLiance Energy, LLC is a 52.5% owned unconsolidated energy
marketing subsidiary that provides natural gas and related
services to Indiana Gas and the Ohio operations as well as other
commercial, industrial, municipal, residential, and utility
customers.
Genscape, Inc. is a 20% owned unconsolidated energy information
subsidiary that provides information to energy traders regarding
the operating status of major generating plants and power
transmission nation-wide.
Vectren Energy Retail, Inc. holds a 99% interest in Vectren Retail,
LLC, which provides natural gas to deregulated communities in Ohio.
Vectren Utility Services, Inc. is an intermediate holding company for
Vectren Environmental Services, Inc., Vectren Fuels, Inc., Reliant
Services, LLC, CIGMA, LLC, IEI Financial 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 industry
and utilities.
Vectren Fuels, Inc. owns and operates coal mining properties,
including a 100% ownership interest in Cypress Creek Mine, Inc.,
Prosperity Mine, LLC, and Cypress Creek Mine, LLC, and a 99%
ownership interest in SFI Coal Sales, 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 Indiana Gas, the Ohio operations, and
others. Reliant holds a 100% ownership interest in Miller
Pipeline Corporation which provides underground pipeline
construction, replacement, and repair services.
CIGMA, LLC is a 50% owned unconsolidated affiliate that provides
materials acquisition and related services that are used by
Indiana Gas, the Ohio operations, and others.
IEI Financial Services, LLC is a 99% owned subsidiary that
performs third-party collections, energy-related equipment
leasing, and related services to Indiana Gas, SIGECO, and the
Ohio operations.
Vectren Communications, Inc. holds investments in nonregulated
subsidiaries, which conduct communications-related strategic
initiatives and include Vectren Advanced Communications, Inc. and
Vectren Communications Services, Inc.
Vectren Advanced Communications, Inc. holds Vectren's 18.9%
investment in SIGECOM Holdings, Inc., 14% investment in Class A
units of Utilicom Networks, LLC (Utilicom), and other
communication investments. 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 also a member of SIGECOM, LLC and plans to
provide broadband services to the greater Indianapolis, Indiana,
and Dayton, Ohio, markets.
Vectren Communication 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
SIGCORP Energy Services, LLC, IEI Financial Services, LLC, SFI Coal
Sales, LLC, Vectren Energy Retail, Inc., and Vectren Resources, LLC
(see below). 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 SIP Diversified Holdings,
Inc., 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 housing investments that generate tax credits 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.
Vectren Generation Services, Inc. constructs electric generation assets for
SIGECO.
Southern Indiana Minerals, Inc. processes and markets coal combustion
by-products.
Corporate and Other Operations
Vectren's corporate and other activities provide general and administrative
support and assets, including computer hardware and software, to Vectren's other
operating groups. The companies comprising Vectren's corporate and other group
include Vectren Resources, LLC and Vectren Capital Corp.
Vectren Resources, LLC is an intermediate holding company for Vectren Aero, LLC
and primarily provides information technology and related resources to Vectren
and its subsidiaries.
Vectren Capital Corp., and its direct subsidiary, IEI Capital Corp. (dormant),
are financing vehicles for Vectren's nonregulated subsidiaries.
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 solely holding companies owning all of the
issued and outstanding shares of common stock of their subsidiary companies.
Gas Operations
Indiana Gas
Specific to its Indiana operations, Indiana Gas owns and operates five
gas storage fields located in Indiana covering 71,484 acres of land
with an estimated ready delivery from storage capability of 8.0
million Dth of gas with daily delivery capabilities of 134,160 Dth.
For its Indiana operations, Indiana Gas also maintains 186,578 Dth of
gas in contract storage with a daily deliverability of 3,563 Dth and
three liquefied petroleum (propane) air-gas manufacturing plants in
Indiana with a total daily capacity of 31,000 Dth of gas.
Indiana Gas' gas delivery system includes 11,336 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 530,188 consumers in 311
communities 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 52.5% 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 with an estimated ready delivery from storage capability of
6.2 million Dth of gas with daily delivery capabilities of 129,000
Dth.
SIGECO's gas delivery system includes 2,921 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 110,393 consumers in Evansville, Indiana and 64 other
communities in ten counties in southwestern Indiana.
SIGECO purchases its natural gas from various suppliers. Gas is
transported to SIGECO's system by interstate pipeline suppliers under
Federal Energy Regulatory Commission approved rate schedules.
Ohio Operations
The Ohio operations operate three liquefied petroleum (propane)
air-gas manufacturing plants located in Ohio with a total daily
capacity of 52,187 Dth and approximately 13.9 million Dth of firm
storage service from various pipelines with daily deliverability of
354,788 Dth of gas.
The Ohio operations' gas delivery system includes 5,132 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 312,633 customers in Dayton, Ohio and 87
other communities in 17 counties in west central Ohio.
The Ohio operations purchases all of its natural gas from ProLiance
Energy LLC, a 52.5% 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 499 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.
Electric Operations
SIGECO
SIGECO's installed generating capacity as of December 31, 2001, was
rated at 1,271 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 Gas Turbine located at the Brown Station;
two Broadway Gas Turbines located in Evansville, Indiana with a
combined capacity of 115 MW; and two Northeast Gas Turbines located
northeast of Evansville in Vanderburgh County, Indiana with a combined
capacity of 20 MW. The Brown and Broadway Unit 2 turbines are also
equipped to burn oil. Total capacity of SIGECO's five gas turbines is
215 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 828 circuit miles of 138,000
and 69,000 volt lines. The transmission system also includes 27
substations with an installed capacity of 4,014.2 megavolt amperes
(Mva). The electric distribution system includes 3,205 pole miles of
lower voltage overhead lines and 255 trench miles of conduit containing
1,465 miles of underground distribution cable. The distribution system
also includes 96 distribution substations with an installed capacity of
1,918.2 Mva and 50,133 distribution transformers with an installed
capacity of 2,284.1 Mva.
The only utility property SIGECO owns outside of Indiana is
approximately 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 133,294 consumers in Evansville, Indiana and
74 other communities in 8 counties in southwestern Indiana.
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 112,299 $ 580.3
Wholesale - -
------- --------
Totals 112,299 $ 580.3
------- --------
b. SIGECO:
Retail 31,923 $ 101.1
Wholesale - -
------- --------
Totals 31,923 $ 101.1
------- --------
c. The Ohio operations:
Retail 55,539 $ 350.1
Wholesale - -
------- --------
Totals 55,539 $ 350.1
------- --------
d. VUHI and Vectren:
Retail 199,761 $ 1,031.5
Wholesale - -
------- --------
Totals 199,761 $ 1,031.5
------- --------
e. Community:
Retail 850 $ 7.9
Wholesale - -
------- --------
Totals 850 $ 7.9
------- --------
2. Electric energy sold
Dollar Revenues
MWh of From Sales
electric energy (in millions)
--------------- ---------------
a. SIGECO, VUHI and Vectren:
Retail 5,240,539 $ 258.1
Wholesale 3,898,231 120.8
--------------- ---------------
Totals 9,138,770 $ 378.9
--------------- ---------------
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 outside the state
Dollar Revenues
MDth of Gas From Sales
----------- ---------------
a. Indiana Gas: None None
b. SIGECO: None None
c. The Ohio operations: None None
d. VUHI and Vectren: None None
e. Community: None None
2. Electric energy distributed outside the state
MWh of Dollar Revenues
electric energy From Sales
--------------- ---------------
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 such company is organized,
or at the state line:
1. Gas sold outside the state
Dollar Revenues
MDth of Gas From Sales
------------ ---------------
a. Indiana Gas: None None
b. SIGECO: None None
c. The Ohio operations: None None
d. VUHI and Vectren: None None
e. Community: 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:
Missouri 902,330 $ 21.6
Texas 576,971 20.0
Ohio 380,528 10.7
Kentucky 390,483 10.4
Oklahoma 277,961 9.2
All others 140,075 4.6
------------ --------
Totals 2,668,348 $ 76.5
------------ --------
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 Revenues
From Sales
MDth of Gas (in millions)
----------- ---------------
a.Indiana Gas: None* None
b.SIGECO:
Louisiana 13,116 $ 67.6
Illinois 1,041 3.2
Tennessee 154 1.5
----------- -------------
Totals 14,311 $ 72.3
----------- -------------
c.The Ohio operations: None* None
d.VUHI and Vectren:
Louisiana 13,116 $ 67.6
Illinois 1,041 3.2
Tennessee 154 1.5
---------- ------------
Totals 14,311 $ 72.3
---------- ------------
e.Community:
Louisiana 874 $ 5.9
---------- ------------
Totals 874 $ 5.9
---------- ------------
*These subsidiaries use a portfolio administrator, therefore
purchases are made at their respective city gates.
2. Electric energy purchased outside the state
Dollar Revenues
MWh of From Sales
electric energy (in millions)
--------------- ---------------
a.SIGECO, VUHI and Vectren:
Texas 678,327 $ 24.4
Ohio 884,247 22.4
Tennessee 285,451 11.0
Oklahoma 410,846 10.6
Kentucky 167,735 4.7
All others 160,023 5.8
------------ -----------
Totals 2,586,629 $ 78.9
------------ -----------
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 of Vectren and subsidiary companies for the
year ended December 31, 2001, together with a consolidating balance sheet of
Vectren and subsidiary companies, as of December 31, 2001, are annexed hereto as
Exhibit A.
Exhibit B
A consolidated financial data schedule of Vectren and subsidiary companies as of
and for the year ended December 31, 2001 is annexed hereto as Exhibit B.
Exhibit C
Not applicable to Claimant or any of Claimant's subsidiaries.
Exhibit D
Proforma selected financial results for the year ended December 31, 2001.
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 2002.
VECTREN CORPORATION
(Name of Claimant)
By /s/ Ronald E. Christian
Ronald E. Christian
Senior Vice President, General Counsel
and Secretary
Vectren Corporation
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Ronald E. Christian
Senior Vice President, General Counsel
and 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, 2001
(In millions)
VUHI Nonreg Vectren Vectren Adjust Vectren
Consol Oper Resources Corp & Elim Consol
---------- ------- --------- ------- ------- ----------
OPERATING REVENUES:
Gas utility $ 1,031.5 $ - $ - $ - $ - $ 1,031.5
Electric utility 378.9 - - - - 378.9
Energy services and other - 797.1 29.6 0.1 (67.2) 759.6
-------- ------ ----- ----- ----- --------
Total operating revenues 1,410.4 797.1 29.6 0.1 (67.2) 2,170.0
-------- ------ ----- ----- ----- --------
OPERATING EXPENSES:
Cost of gas sold 708.2 - - - - 708.2
Fuel for electric generation 74.4 - - - - 74.4
Purchased electric energy 91.7 - - - - 91.7
Cost of energy services and
other - 755.8 - - (35.6) 720.2
Other operating 234.7 28.8 0.5 2.5 (29.6) 236.9
Merger and integration costs 2.8 - - - - 2.8
Restructuring costs 15.0 3.9 - 0.1 - 19.0
Depreciation and amortization 96.9 5.9 20.6 0.3 - 123.7
Taxes other than income taxes 51.3 1.9 0.3 - - 53.5
-------- ------ ----- ----- ----- --------
Total operating expenses 1,275.0 796.3 21.4 2.9 (65.2) 2,030.4
-------- ------ ----- ----- ----- --------
OPERATING INCOME 135.4 0.8 8.2 (2.8) (2.0) 139.6
OTHER INCOME:
Equity in earnings of
unconsolidated affiliate - 14.1 - - - 14.1
Equity in earnings of
consolidated affiliates - - - 69.5 (69.5) -
Other - net 5.0 11.9 - (1.3) 0.7 16.3
-------- ------ ----- ----- ----- --------
Total other income 5.0 26.0 - 68.2 (68.8) 30.4
-------- ------ ----- ----- ----- --------
Interest expense 70.1 12.2 0.7 0.9 (1.3) 82.6
-------- ------ ----- ----- ----- --------
INCOME BEFORE INCOME TAXES 70.3 14.6 7.5 64.5 (69.5) 87.4
-------- ------ ----- ----- ----- --------
Income taxes 22.7 (5.0) - 0.9 - 18.6
Minority interest in subsidiary - 0.6 - - - 0.6
Preferred dividend requirement
of subsidiary 0.8 - - - - 0.8
Loss on extinguishment of
preferred stock - - - - - -
-------- ------ ----- ----- ----- --------
INCOME BEFORE EXTRAORDINARY LOSS
AND CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 46.8 19.0 7.5 63.6 (69.5) 67.4
-------- ------ ----- ----- ----- --------
Extraordinary loss-net of tax - (7.7) - - - (7.7)
Cumulative effect of change in
accounting principle-net of tax 3.9 - - - - 3.9
-------- ------ ----- ----- ----- --------
NET INCOME $ 50.7 $ 11.3 $ 7.5 $ 63.6 $ (69.5) $ 63.6
======== ====== ===== ===== ===== ========
Exhibit A
Page 2 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Statement of Income
For the Year Ended December 31, 2001
(In millions)
VUHI, Adjust VUHI
Ind. Gas SIGECO VEDO Inc. & Elim Consolidated
-------- ------- ------- ------ ------ ----------
OPERATING REVENUES:
Gas utility $ 580.3 $ 101.1 $ 350.1 $ - $ - $ 1,031.5
Electric utility - 378.9 - - - 378.9
Energy services and
other - - - - - -
------ ------ ------ ----- ----- --------
Total operating revenues 580.3 480.0 350.1 - - 1,410.4
------ ------ ------ ----- ----- --------
OPERATING EXPENSES:
Cost of gas sold 373.6 72.8 261.8 - - 708.2
Fuel for electric generation - 74.4 - - - 74.4
Purchased electric energy - 91.7 - - - 91.7
Cost of energy services and
other - - - - - -
Other operating 95.3 101.9 38.4 (0.9) - 234.7
Merger and integration costs 0.6 0.6 1.6 - - 2.8
Restructuring costs 8.7 5.8 0.5 - - 15.0
Depreciation and amortization 38.1 43.3 15.5 - - 96.9
Taxes other than income taxes 15.8 13.1 22.4 - - 51.3
------ ------ ------ ----- ----- --------
Total operating expenses 532.1 403.6 340.2 (0.9) - 1,275.0
------ ------ ------ ----- ----- --------
OPERATING INCOME 48.2 76.4 9.9 0.9 - 135.4
OTHER INCOME:
Equity in earnings of
unconsolidated affiliates 2.8 - - - (2.8) -
Equity in earnings of
consolidated affiliates - - - 50.3 (50.3) -
Other - net (0.2) 6.0 (1.2) 22.9 (22.5) 5.0
------ ------ ------ ----- ----- --------
Total other income 2.6 6.0 (1.2) 73.2 (75.6) 5.0
------ ------ ------ ----- ----- --------
Interest expense 36.0 21.0 10.5 24.9 (22.3) 70.1
------ ------ ------ ----- ----- --------
INCOME BEFORE INCOME TAXES 14.8 61.4 (1.8) 49.2 (53.3) 70.3
------ ------ ------ ----- ----- --------
Income taxes 3.6 21.0 (1.2) (0.5) (0.2) 22.7
Minority interest in subsidiary - - 2.8 - (2.8) -
Preferred dividend requirement
of subsidiary - 0.8 - - - 0.8
Loss on extinguishment of
preferred stock - 1.2 - - (1.2) -
------ ------ ------ ----- ----- --------
INCOME BEFORE EXTRAORDINARY LOSS
AND CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 11.2 38.4 (3.4) 49.7 (49.1) 46.8
------ ------ ------ ----- ----- --------
Extraordinary loss-net of tax - - - - - -
Cumulative effect of change in
accounting principle-net of tax - 3.9 - - - 3.9
------ ------ ------ ----- ----- --------
NET INCOME $ 11.2 $ 42.3 $ (3.4) $ 49.7 $ (49.1) $ 50.7
====== ====== ====== ===== ===== ========
Exhibit A
Page 3 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet
As of December 31, 2001
(In millions)
VUHI Nonreg Vectren Vectren Adjust Vectren
ASSETS Consol Oper Resources Corp & Elim Consol
--------- ------- --------- ------- ------- ---------
Current Assets:
Cash and cash equivalents $ 7.2 $ 20.9 $ 0.3 $ (1.2) $ - $ 27.2
Accounts receivable, less reserves 125.3 86.4 - 2.1 - 213.8
Receivables from other Vectren
companies 26.6 184.4 9.3 29.6 (249.9) -
Accrued unbilled revenues 78.3 0.1 - - - 78.4
Inventories 55.3 16.1 - - - 71.4
Recoverable fuel and natural
gas costs 76.5 - - - - 76.5
Prepayments and other current assets 127.4 6.5 - 1.1 (31.6) 103.4
-------- ------ ----- ------ -------- --------
Total current assets 496.6 314.4 9.6 31.6 (281.5) 570.7
-------- ------ ----- ------ -------- --------
Utility Plant:
Original cost 2,903.2 - - - - 2,903.2
Less: accumulated depreciation
and amortization 1,308.2 - - - - 1,308.2
-------- ------ ----- ------ -------- --------
Net utility plant 1,595.0 - - - - 1,595.0
-------- ------ ----- ------ -------- --------
Investments in unconsolidated
affiliates 4.0 123.7 - - - 127.7
Investments in consolidated
affiliates - - - 857.8 (857.8) -
Other investments 12.2 87.6 - 0.5 - 100.3
Notes receivable from other
Vectren companies - 78.0 - - (78.0) -
Nonutility property, net 6.3 72.3 78.7 23.8 0.6 181.7
Goodwill, net 193.1 - - - - 193.1
Regulatory assets 61.4 - - - - 61.4
Other assets 22.8 1.7 - 8.2 (5.8) 26.9
-------- ------ ----- ------ -------- --------
TOTAL ASSETS $ 2,391.4 $ 677.7 $ 88.3 $ 921.9 $(1,222.5) $ 2,856.8
======== ====== ===== ====== ======== ========
Exhibit A
Page 4 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet
As of December 31, 2001
(In millions)
VUHI, Adjust VUHI
ASSETS Ind. Gas SIGECO VEDO Inc. & Elim Consol
-------- ------ -------- -------- --------- ---------
Current Assets:
Cash and cash equivalents $ 0.3 $ 2.5 $ 6.4 $ (2.0) $ - $ 7.2
Accounts receivable, less reserves 49.8 41.2 34.2 0.1 - 125.3
Receivables from other Vectren
companies 2.2 - 3.2 258.6 (237.4) 26.6
Accrued unbilled revenues 38.6 17.0 22.7 - - 78.3
Inventories 15.3 38.3 2.5 (0.8) - 55.3
Recoverable fuel and natural
gas costs 34.5 22.1 19.9 - - 76.5
Prepayments and other current
assets 48.1 24.1 54.7 0.5 - 127.4
-------- -------- -------- -------- --------- -------
Total current assets 188.8 145.2 143.6 256.4 (237.4) 496.6
-------- -------- -------- -------- --------- -------
Utility Plant:
Original cost 1,094.4 1,455.8 350.8 2.2 - 2,903.2
Less: accumulated depreciation
and amortization 458.3 690.3 159.6 - - 1,308.2
-------- -------- -------- -------- -------- -------
Net utility plant 636.1 765.5 191.2 2.2 - 1,595.0
-------- -------- -------- -------- -------- -------
Investments in unconsolidated
affiliates 223.6 0.2 - 3.8 (223.6) 4.0
Investments in consolidated
affiliates - - - 763.0 (763.0) -
Other investments 1.7 9.3 0.2 1.0 - 12.2
Notes receivable from other
Vectren companies - - - 306.9 (306.9) -
Nonutility property, net 0.3 4.4 1.6 - - 6.3
Goodwill, net - - 193.1 - - 193.1
Regulatory assets 14.7 41.5 - 5.2 - 61.4
Other assets 9.7 7.2 3.1 2.8 - 22.8
-------- -------- -------- --------- --------- --------
TOTAL ASSETS $ 1,074.9 $ 973.3 $ 532.8 $ 1,341.3 $(1,530.9) $ 2,391.4
======== ======== ======== ========== ========== ========
Exhibit A
Page 5 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet, Continued
As of December 31, 2001
(In millions)
VUHI Nonreg Vectren Vectren Adjust Vectren
LIABILITIES AND SHAREHOLDERS' EQUITY Consol Oper Resources Corp & Elim Consolidated
------- ------- --------- ------- -------- ------------
Current Liabilities:
Accounts payable $ 79.0 $ 63.1 $ - $ 2.3 $ - $ 144.4
Accounts payable to affiliated
companies 36.5 0.3 - 0.4 - 37.2
Payables to other Vectren companies 11.5 35.1 24.0 24.0 (94.6) -
Accrued liabilities 97.5 19.7 0.5 22.3 (38.6) 101.4
Short-term borrowings 274.2 99.5 - 8.0 - 381.7
Short-term borrowings to other
Vectren companies - 145.8 0.4 1.9 (148.1) -
Long-term debt subject to tender 11.5 - - - - 11.5
Current maturities of long-term debt 1.3 - - - - 1.3
------- ------ ----- ------- -------- --------
Total current liabilities 511.5 363.5 24.9 58.9 (281.3) 677.5
------- ------ ----- ------- -------- --------
Deferred Credits and Other
Liabilities:
Deferred income taxes 171.8 35.3 - (0.4) - 206.7
Deferred credits and other
liabilities 93.7 0.8 - 19.5 (5.9) 108.1
------- ------ ----- ------- -------- --------
Total deferred credits and
other liabilities 265.5 36.1 - 19.1 (5.9) 314.8
------- ------ ----- ------- -------- --------
Minority Interest in Subsidiary - 1.4 - - - 1.4
Capitalization:
Long-term debt, net of current
maturities 900.9 113.1 - - - 1,014.0
Long-term debt, net of current
to other Vectren companies - 49.0 29.0 - (78.0) -
Cumulative Redeemable Preferred
Stock of Subsidiary 0.5 - - - - 0.5
------- ------ ----- ------- -------- --------
Common Shareholders' Equity:
Common stock 385.7 73.1 - 346.1 (458.8) 346.1
Retained earnings 329.0 35.6 34.4 497.8 (398.5) 498.3
Accumulated other comprehensive
income (1.7) 5.9 - - - 4.2
------- ------ ----- ------- -------- --------
Total common shareholders'
equity 713.0 114.6 34.4 843.9 (857.3) 848.6
------- ------ ----- ------- -------- --------
Total capitalization 1,614.4 276.7 63.4 843.9 (935.3) 1,863.1
------- ------ ----- ------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 2,391.4 $ 677.7 $ 88.3 $ 921.9 $(1,222.5) $ 2,856.8
======== ====== ===== ======= ========= ========
Exhibit A
Page 6 of 6
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet, Continued
As of December 31, 2001
(In millions)
VUHI, Adjust VUHI
LIABILITIES AND SHAREHOLDERS' EQUITY Ind. Gas SIGECO VEDO Inc. & Elim Consolidated
--------- ------- ------ -------- -------- ------------
Current Liabilities:
Accounts payable $ 26.6 $ 27.1 $ 22.2 $ 3.1 $ - $ 79.0
Accounts payable to affiliated
companies 20.4 - 16.1 - - 36.5
Payables to other Vectren companies 9.8 3.4 1.1 (0.1) (2.7) 11.5
Accrued liabilities 42.8 33.5 18.7 2.5 - 97.5
Short-term borrowings - 0.9 - 273.3 - 274.2
Short-term borrowings to other
Vectren companies 134.3 80.7 19.6 - (234.6) -
Long-term debt subject to tender 11.5 - - - - 11.5
Current maturities of long-term debt 1.3 - - - - 1.3
------- ------ ------ ------- -------- -------
Total current liabilities 246.7 145.6 77.7 278.8 (237.3) 511.5
------- ------ ------ ------- -------- -------
Deferred Credits and Other
Liabilities:
Deferred income taxes 51.0 112.7 8.0 0.1 - 171.8
Deferred credits and other
liabilities 52.5 39.4 0.7 1.1 - 93.7
------- ------ ------ ------- -------- -------
Total deferred credits and
other liabilities 103.5 152.1 8.7 1.2 - 265.5
------- ------ ------ ------- --------- -------
Minority Interest in Subsidiary - - 223.6 - (223.6) -
Capitalization:
Long-term debt, net of current
maturities 260.9 291.7 - 348.3 - 900.9
Long-term debt, net of current
maturities to other Vectren
companies 147.3 49.5 110.2 - (307.0) -
Cumulative Redeemable Preferred
Stock of Subsidiary - 0.5 - - - 0.5
Common Shareholders' Equity:
Common stock 243.0 78.3 115.0 385.7 (436.3) 385.7
Retained earnings 75.9 255.5 (2.4) 329.0 (329.0) 329.0
Accumulated other
comprehensive income (2.4) 0.1 - (1.7) 2.3 (1.7)
------- ------ ------- ------- --------- --------
Total common shareholders'
equity 316.5 333.9 112.6 713.0 (763.0) 713.0
------- ------ ------- -------- --------- --------
Total capitalization 724.7 675.6 222.8 1,061.3 (1,070.0) 1,614.4
------- ------ ------- -------- --------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 1,074.9 $ 973.3 $ 532.8 $ 1,341.3 $ (1,530.9) $ 2,391.4
======== ====== ======= ========= ========= ========
EXHIBIT B
Item No. Caption Heading (in millions)
1 Total Assets $ 2,856.8
2 Total Operating Revenues $ 2,170.0
3 Net Income $ 63.6
Exhibit D
Vectren Corporation and
Subsidiary Companies
Proforma Selected Financial Results
For the Year Ended December 31, 2001
(unaudited - millions)
Proforma Proforma Vectren Southern Ind. VEDO Oper. Ohio Oper. Ohio Oper.
Indiana Gas Energy Delivery Gas and Elect As a % As a % Owned by IGC
Co., Inc. of Ohio, Inc. Company Of Total Of Total As a %
(IGC) (VEDO) Of Total IGC
----------------------------------------------------------------------------------
Operating Revenues $ 744.8 $ 185.6 $ 480.0 13.2% 24.8% 22.1%
Operating Margin 248.2 46.8 241.1 8.7 16.5 16.7