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
with principal offices in Evansville, Indiana, 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. 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 term is defined by the Act). VUHI is the intermediate
holding company for Vectren's three wholly owned 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).
Indiana Gas, an Indiana corporation, is a "subsidiary
company" of Vectren through 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 and transportation services to a
diversified base of customers 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 Vectren through 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 generation,
transmission, distribution and the sale of electric
power to Evansville, Indiana, and 74 other
communities, and the distribution and sale of natural
gas to Evansville, Indiana, and 64 communities in ten
counties in southwestern Indiana.
On October 31, 2000 Vectren completed the acquisition
of 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 16 counties in west central Ohio. The
Ohio operations are owned as a tenancy in common
through two of Vectren's wholly owned subsidiaries.
Indiana Gas holds a 47% undivided ownership interest
in the assets, and Vectren Energy Delivery of Ohio,
Inc. (VEDO) holds a 53% undivided ownership interest
in the assets. VEDO, an Ohio corporation, is a
"subsidiary company" of Vectren through 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 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). Community is a small Indiana gas
distribution company with offices in Mt. Carmel,
Illinois.
Non-regulated Operations
Vectren is involved in non-regulated activities through three
primary business groups: Energy Services, Utility Services, and
Communications. Energy Services trades and markets natural gas
and provides energy performance contracting services. Utility
Services provides utility products and services, such as
underground construction and facilities locating, meter reading
and materials management, and the mining and sale of coal.
Communications provides integrated broadband communications
services, including local and long distance telephone, Internet
access and cable television. In addition, other businesses
invest in and realize tax credits from other energy-related
opportunities and corporate technology.
The primary companies for Vectren's non-regulated operations
include Vectren Enterprises, Inc., Vectren Generation Services,
Inc., Vectren PAC, Vectren Foundation, Inc., Vectren Resources,
LLC, and Vectren Capital Corp.
Vectren Enterprises, Inc. is an intermediate holding company for
non-regulated 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., which holds a
100% interest in SIGCORP Energy Services, Inc., Energy
Systems Group, Inc., Vectren Environmental Services, Inc.,
Indiana Energy Services, Inc. (dormant) and SIGCORP Power
Marketing, Inc. (dormant), and a 50% ownership interest in
ProLiance Energy, LLC.
SIGCORP Energy Services, Inc. has a 99% ownership
interest in SIGCORP Energy Services, LLC, which
provides natural gas, pipeline management and other
natural gas related services, through its ownership
interest in 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 and commercial customers.
Vectren Environmental Services, Inc. holds a 51%
ownership interest in Air Quality Services, LLC, a
joint venture created to provide air quality
monitoring and testing services to industry and
utilities.
ProLiance Energy, LLC is a 50% 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.
Vectren Utility Services, Inc. holds investments in non-
regulated subsidiaries which provide various services to
Vectren, and include Reliant Services, LLC, CIGMA, LLC,
IEI Financial Services, LLC and Utility Debt Collectors,
Inc. (dormant).
Reliant Services, LLC is a 50% owned unconsolidated
subsidiary that provides utility locating, meter
reading and construction services to Indiana Gas,
the Ohio operations and others.
CIGMA, LLC is a 50% owned unconsolidated subsidiary
that provides materials acquisition and related
services that are used by Indiana Gas, the Ohio
operations and others.
IEI Financial Services, LLC 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 non-
regulated 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 investment in SIGECOM, Inc. and Utilicom
Networks, LLC. Utilicom Networks, LLC is a joint
venture between Vectren Advanced Communications,
Inc. and Utilicom Networks, Inc., which markets and
provides enhanced communications services over a
high-capacity fiber-optic network in SIGECO's
service territory. SIGECOM, Inc. is the subsidiary
of Utilicom, LLC which operates in Evansville,
Indiana.
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 (see
below), and Vectren Resources, LLC (see below). In
addition, Vectren Ventures maintains a 37% ownership in
Haddington Energy Partners, L.P., a 7% ownership in
Monument Capital Partnership Fund 1, L.P., and a 4.5%
ownership in Cambridge Ventures, L.P.
Haddington Energy Partners, L.P. and Monument
Capital Partnership Fund 1, L.P are investment
companies that invest in energy-related projects.
Cambridge Ventures, L.P. is an investment company
that invest in small businesses.
Vectren Financial Group, Inc. is an intermediate holding
company for the following entities: Southern Indiana
Properties, Inc., Vectren Synfuels, Inc. and Energy
Realty, Inc.
Southern Indiana Properties, Inc. through SIP
Diversified Holdings, Inc. makes investments in real
estate, which include: SIP-GT I, Inc., Southwest
Lease Capital, Inc., Southern Indiana Joint
Ventures, Inc., MCN Equities, Inc. and Joint
Ventures Affiliated II, Inc.
Vectren Synfuels, Inc. owns a limited partnership
interest of 8.3% in Pace Carbon Synfuels Investors,
L.P., which produces and sells coal-based synthetic
fuel that qualifies for federal tax credits.
Energy Realty, Inc. invests in real estate and
affordable housing, including a 98% ownership
interest in BCI Holding Co., LLC.
Vectren Generation Services, Inc. is an intermediate holding
company for Southern Indiana Minerals, Inc. and Vectren Fuels,
Inc.
Southern Indiana Minerals, Inc. processes and markets
coal combustion by-products.
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.
Vectren PAC is a political action committee for which Vectren is
the sponsoring corporation.
Vectren Foundation, Inc. is a non-profit corporation, which makes
contributions to organizations and communities in which Vectren
provides utility services.
Vectren Resources, LLC 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 non-
regulated 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 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
by means of which gas is transported to Indiana for sale
or transportation by Indiana Gas to ultimate customers in
Indiana.
These properties are used by Indiana Gas in its gas
operations in which gas is supplied to approximately
524,000 consumers in 311 communities in 49 of the 92
counties in the state of Indiana. The largest 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 50% owned non-regulated 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 3.9 million Dth of gas with
daily delivery capabilities of 119,000 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 approximately 110,000
consumers in Evansville, Indiana, and 64 communities in
ten counties in southwestern Indiana.
Ohio Operations
The Ohio operations operate three propane 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 approximately
310,000 customers in Dayton, Ohio and 16 counties in west
central Ohio.
The Ohio operations purchases all of its natural gas from
ProLiance Energy LLC, a 50% owned non-regulated 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 492
miles of distribution mains all of which are located in
Indiana.
The properties are used by Community in its gas operations
in which gas is supplied to approximately 7,060 customers
in southwestern Indiana.
Electric Operations
SIGECO
SIGECO's installed generating capacity as of December 31,
2000 was rated at 1,256 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 135 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 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 826 circuit miles
of 138,000 and 69,000 volt lines. The transmission system
also includes 27 substations with an installed capacity of
4,014,190 kilovolt amperes (Kva). The electric
distribution system includes 3,196 pole miles of lower
voltage overhead lines and 245 trench miles of conduit
containing 1,423 miles of underground distribution cable.
The distribution system also includes 94 distribution
substations with an installed capacity of 1,803,878 Kva
and 49,832 distribution transformers with an installed
capacity of 2,255,483 Kva.
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
approximately 132,000 consumers in Evansville, Indiana,
and 74 other communities 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 (Dth) of gas distributed at
retail and number of kilowatt hours (kWh) of electric
energy sold at retail or wholesale:
1. Number of Dth of gas:
a Indiana Gas: 126,960,000
b SIGECO: 35,612,000
c The Ohio operations: 18,666,000**
d VUHI and Vectren: 181,238,000
e Community: 945,000
** Began operations on November 1, 2000
2. Number of kWh of electric energy:
a SIGECO, VUHI and 7,524,701,000
Vectren:
B Number of Dth of gas and kWh of electric energy
distributed at retail outside the state in which each
such company is organized:
1 Number of Dth of gas:
a Indiana Gas: None
b SIGECO: None
c The Ohio operations: None
d VUHI and Vectren: None
e Community: None
2 Number of kWh of electric energy:
a SIGECO, VUHI, and
Vectren: None
C Number of Dth of gas sold and kWh of electric energy
sold at wholesale outside the state in which each such
company is organized, or at the state line:
1 Number of Dth of gas:
a Indiana Gas: None
b SIGECO: None
c The Ohio operations: None
d VUHI and Vectren: None
e Community: None
2 Number of kWh of electric energy:
a SIGECO, VUHI and
Vectren: 1,377,063,000
D Number of Dth of gas and kWh of electric energy
purchased outside the state in which each such
company is organized or at the state line:
1 Number of Dth of gas:
a Indiana Gas: None*
b SIGECO: 13,519,000
c Community: 997,000
d The Ohio operations: None*
e VUHI and Vectren: 13,519,000
*These subsidiaries use of a portfolio
administrator provides that purchases are
made at their respective city gates.
2 Number of kWh of electric energy:
a SIGECO, VUHI and Vectren 1,030,660,000
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 a consolidating statement
of retained earnings of Vectren and subsidiary companies, on a
pro-forma basis for the year ended December 31, 2000, together with a
consolidating balance sheet of Vectren and subsidiary companies
on a pro forma basis, as of December 31, 2000, 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, 2000 is
annexed hereto as Exhibit B.
Exhibit C
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 8th day
of June 2001.
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 11
Vectren Corporation and Subsidiary Companies
Consolidating Statement of Income
For the Year Ended December 31, 2000
(In thousands)
Indiana Gas SIGECO VEDO
----------- ---------- ---------
OPERATING REVENUES:
Gas utility $598,113 $109,284 $111,356
Electric utility - 336,409
Energy services and
other - -
----------- ---------- ---------
Total operating
revenues 598,113 445,693 111,356
----------- ---------- ---------
OPERATING EXPENSES:
Cost of gas sold 390,474 78,903 83,163
Fuel for electric
generation - 75,699 -
Purchased electric
energy - 36,394 -
Cost of energy services
and other - - -
Other operating 99,810 103,053 7,060
Merger and integration
costs 16,846 14,072 1,793
Depreciation and
amortization 36,659 43,214 2,558
Taxes other than income
taxes 15,858 13,258 7,122
----------- ---------- ---------
Total operating
expenses 559,647 364,593 101,696
----------- ---------- ---------
OPERATING INCOME 38,466 81,100 9,660
OTHER INCOME:
Equity in earnings of
unconsolidated
investments 2,721 - -
Other - net (318) 4,674 (65)
----------- ---------- ---------
Total other income 2,403 4,674 (65)
----------- ---------- ---------
INTEREST EXPENSE 22,409 19,894 2,853
INCOME BEFORE PREFERRED
DIVIDENDS AND
INCOME TAXES 18,460 65,880 6,742
----------- ---------- ---------
PREFERRED DIVIDEND
REQUIREMENT OF
SUBSIDIARY - 1,017 -
----------- ---------- ---------
INCOME BEFORE INCOME TAXES 18,460 64,863 6,742
INCOME TAXES 7,251 24,832 2,849
INCOME BEFORE MINORITY
INTEREST 11,209 40,031 3,893
----------- ---------- ---------
MINORITY INTEREST IN
SUBSIDIARY - - 2,721
----------- ---------- ---------
NET INCOME $ 11,209 $ 40,031 $ 1,172
=========== ========== =========
Exhibit A
Page 2 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Statement of Income
For the Year Ended December 31, 2000
(In thousands)
VUHI, Adjustments VUHI
Inc. and Eliminations Consolidated
------- ---------------- ------------
OPERATING REVENUES:
Gas utility $ - $ - $ 818,753
Electric utility - - 336,409
Energy services and
other - - -
------- ---------- -----------
Total operating
revenues - - 1,155,162
------ ---------- -----------
OPERATING EXPENSES:
Cost of gas sold - - 552,540
Fuel for electric
generation - - 75,699
Purchased electric
energy - - 36,394
Cost of energy
services and other - - -
Other operating 14 - 209,937
Merger and
integration costs - - 32,711
Depreciation and
amortization - - 82,431
Taxes other than
income taxes - - 36,238
------ ---------- -----------
Total operating
expenses 14 - 1,018,358
------ ---------- -----------
OPERATING INCOME (14) - 129,212
OTHER INCOME:
Equity in earnings
of unconsolidated
investments - (2,721) -
Other - net 5,071 (4,161) 5,201
------ ---------- -----------
Total other
income 5,071 (6,882) 5,201
------ ---------- -----------
INTEREST EXPENSE 5,077 (4,161) 46,072
INCOME BEFORE
PREFERRED DIVIDENDS
AND INCOME TAXES (20) (2,721) 88,341
------ ----------- -----------
PREFERRED DIVIDEND
REQUIREMENT OF
SUBSIDIARY - - 1,017
------- ---------- -----------
INCOME BEFORE INCOME
TAXES (20) (2,721) 87,324
------- ---------- -----------
INCOME TAXES (8) - 34,924
INCOME BEFORE MINORITY
INTEREST (12) (2,721) 52,400
------ ---------- -----------
MINORITY INTEREST IN
SUBSIDIARY - (2,721) -
------- ---------- -----------
NET INCOME $ (12) $ - $ 52,400
====== ========== ===========
Exhibit A
Page 3 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Statement of Income, Continued
For the Year Ended December 31, 2000
(In thousands)
Non-
regu- Adjust-
VUHI lated Vectren ments and Vectren
Consoli- Subsidi- Corpora- Elimina- Consoli-
dated aries tion tions dated
--------- ------- -------- --------- ----------
OPERATING REVENUES:
Gas utility $ 818,753 $ - $ - $ - $ 818,753
Electric
utility 336,409 - - - 336,409
Energy
services and
other - 552,790 49 (59,311) 493,528
--------- ------- -------- --------- ----------
Total
operating
revenues 1,155,162 552,790 49 (59,311) 1,648,690
--------- ------- -------- --------- ----------
OPERATING EXPENSES:
Cost of gas
sold 552,540 - - - 552,540
Fuel for
electric
generation 75,699 - - (4,529) 71,170
Purchased
electric
energy 36,394 - - - 36,394
Cost of energy
services and
other - 492,610 - (19,352) 473,258
Other
operating 209,937 22,778 706 (33,830) 199,591
Merger and
integration
costs 32,711 1,592 6,842 - 41,145
Depreciation
and amort. 82,431 23,224 6 - 105,661
Taxes other
than income
taxes 36,238 1,741 31 - 38,010
--------- ------- -------- -------- ----------
Total
operating
expenses 1,018,358 541,945 7,585 (57,711) 1,510,177
--------- ------- -------- --------- ----------
OPERATING INCOME 129,212 10,845 (7,536) (1,600) 130,921
OTHER INCOME: - - - - -
Equity in
earnings of
unconsolidated
investments - 17,554 - - 17,554
Other - net 5,201 22,682 (427) (10,505) 16,951
--------- ------- -------- --------- ---------
Total other
income 5,201 40,236 (427) (10,505) 34,505
--------- ------- -------- --------- ---------
INTEREST EXPENSE 46,072 21,922 860 (11,721) 57,133
INCOME BEFORE PREFERRED
DIVIDENDS AND
INCOME TAXES 88,341 29,159 (8,823) (384) 108,293
--------- ------- -------- --------- ---------
PREFERRED DIVIDEND
REQUIREMENT OF
SUBSIDIARY 1,017 - - - 1,017
--------- ------- -------- -------- ---------
INCOME BEFORE
INCOME TAXES 87,324 29,159 (8,823) (384) 107,276
--------- ------- -------- -------- ---------
INCOME TAXES 34,924 635 (1,231) (96) 34,232
INCOME BEFORE
MINORITY
INTEREST 52,400 28,524 (7,592) (288) 73,044
--------- ------- ------- --------- ---------
MINORITY
INTEREST IN
SUBSIDIARY - 1,132 - (128) 1,004
--------- ------- -------- --------- ----------
NET INCOME $ 52,400 $27,392 $(7,592) $ (160) $ 72,040
========= ======= ======== ======== ==========
Exhibit A
Page 4 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet
As of December 31, 2000
(In thousands)
Indiana
ASSETS Gas SIGECO VEDO
------ ---------- --------- ---------
Current Assets:
Cash and cash equivalents $ 300 $ 1,613 $ 101
Accounts receivable, less
reserves 81,225 49,554 42,521
Accounts receivable from
affiliated company 11,774 27,829 -
Notes receivable from
affiliated company - - -
Interest receivable from
affiliated company - - -
Accrued unbilled revenues 69,444 24,414 49,507
Inventories 12,004 31,055 50,235
Prepaid gas delivery
service 34,849 - -
Recoverable fuel and
natural gas costs 38,096 28,703 29,285
Prepayments and other
current assets 32,012 312 8,459
---------- --------- ---------
Total current assets 279,704 163,480 180,108
---------- --------- ---------
Utility Plant:
Original cost 1,056,945 1,389,006 336,402
Less: accumulated
depreciation and
amortization 434,845 650,499 147,689
---------- --------- ---------
Net utility plant 622,100 738,507 188,713
---------- --------- ---------
Other Investments:
Investments in leveraged
leases - - -
Investments in partnerships
and other corporations 220,802 - -
Notes receivable - - -
Other - 1,056 -
---------- --------- ---------
Total other investments 220,802 1,056 -
---------- --------- ---------
Nonutility property, net of
accumulated depreciation - 1,960 1,605
Other Assets:
Deferred charges, net 2,488 12,868 4,501
Goodwill, net - - 197,977
Regulatory assets 18,578 33,443 -
Other - - -
---------- --------- ---------
Total other assets 21,066 46,311 202,478
---------- --------- ---------
TOTAL ASSETS $1,143,672 $ 951,314 $ 572,904
========== ========= =========
Exhibit A
Page 5 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet
As of December 31, 2000
(In thousands)
Adjust-
ments and VUHI
VUHI, Elimina- Consoli-
ASSETS Inc. tions dated
------ --------- ---------- ---------
Current Assets:
Cash and cash equivalents $ 188 $ - $ 2,202
Accounts receivable, less
reserves - - 173,300
Accounts receivable from
affiliated company 1,052 (6,377) 34,278
Notes receivable from
affiliated company 470,300 (470,300) -
Interest receivable from
affiliated company 5,139 (5,139) -
Accrued unbilled revenues - - 143,365
Inventories - - 93,294
Prepaid gas delivery service - - 34,849
Recoverable fuel and natural
gas costs - - 96,084
Prepayments and other
current assets 30 (4,727) 36,086
-------- ---------- ----------
Total current assets 476,709 (486,543) 613,458
-------- ---------- ----------
Utility Plant:
Original cost 6,441 - 2,788,794
Less: accumulated deprecia
tion and amortization - - 1,233,033
-------- --------- ----------
Net utility plant 6,441 - 1,555,761
-------- --------- ----------
Other Investments:
Investments in leveraged
leases - - -
Investments in partnerships
and other corporations - (220,802) -
Notes receivable - - -
Other - - 1,056
-------- --------- ----------
Total other investments - (220,802) 1,056
-------- --------- ----------
Nonutility property, net of
accumulated depreciation 385 966 4,916
Other Assets:
Deferred charges, net 127 - 19,984
Goodwill, net - - 197,977
Regulatory assets 225 - 52,246
Other - - -
-------- --------- ----------
Total other assets 352 - 270,207
-------- --------- ----------
TOTAL ASSETS $483,887 $(706,379) $2,445,398
======== ========== ==========
Exhibit A
Page 6 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet
As of December 31, 2000
(In thousands)
Non-regu-
VUHI lated
Consoli- Subsidi-
ASSETS dated aries
------ ---------- --------
Current Assets:
Cash and cash equivalents $ 2,202 $ 15,087
Accounts receivable, less reserves 173,300 120,016
Accts receivable from affiliated
company 34,278 16,022
Notes receivable from affiliated
company - 209,797
Interest receivable from affiliated
company - 1,443
Accrued unbilled revenues 143,365 -
Inventories 93,294 1,951
Prepaid gas delivery service 34,849 -
Recoverable fuel and natural gas
costs 96,084 -
Prepayments and other current assets 36,086 1,913
---------- --------
Total current assets 613,458 366,229
---------- --------
Utility Plant:
Original cost 2,788,794 -
Less: accumulated depreciation and
amortization 1,233,033 -
---------- --------
Net utility plant 1,555,761 -
---------- --------
Other Investments:
Investments in leveraged leases - 93,145
Investments in partnerships and other
corporations - 108,474
Notes receivable - 64,284
Other 1,056 1
---------- --------
Total other investments 1,056 265,904
---------- --------
Nonutility property, net of accumulated
depreciation 4,916 83,286
Other Assets:
Deferred charges, net 19,984 5,757
Goodwill, net 197,977 -
Regulatory assets 52,246 -
Other - 447
---------- --------
Total other assets 270,207 6,204
---------- --------
TOTAL ASSETS $2,445,398 $721,623
========== ========
Exhibit A
Page 7 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet
As of December 31, 2000
(In thousands)
Vectren Vectren
Corpora- Consoli-
ASSETS tion Eliminations dated
------ -------- ------------ ----------
Current Assets:
Cash and cash equivalents $ 158 $ (2,277) $ 15,170
Accounts receivable,
less reserves 2,035 - 295,351
Accts receivable from
affiliated company 5,576 (55,876) -
Notes receivable from
affiliated company - (209,797) -
Interest receivable
from affiliated company - (1,443) -
Accrued unbilled revenues - - 143,365
Inventories - - 95,245
Prepaid gas delivery
service - - 34,849
Recoverable fuel and
natural gas costs - - 96,084
Prepayments and other
current assets 637 (17,638) 20,998
-------- ------------ ----------
Total current assets 8,406 (287,031) 701,062
-------- ------------ ----------
Utility Plant:
Original cost - - 2,788,794
Less: accumulated
depreciation and
amortization - - 1,233,033
-------- ----------- ----------
Net utility plant - - 1,555,761
-------- ----------- ----------
Investments in leveraged
leases - - 93,145
Investments in partner-
ships and other
corporations 729,532 (729,361) 108,645
Notes receivable - (8) 64,276
Other - - 1,057
-------- ----------- ----------
Total other investments 729,532 (729,369) 267,123
-------- ------------ ----------
Nonutility property, net of
accumulated depreciation 13,857 1,418 103,477
Other Assets:
Deferred charges, net 5,352 - 31,093
Goodwill, net - - 197,977
Regulatory assets - - 52,246
Other - - 447
-------- ----------- ----------
Total other assets 5,352 - 281,763
-------- ----------- ----------
TOTAL ASSETS $757,147 $(1,014,982) $2,909,186
======== =========== ==========
Exhibit A
Page 8 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet, Continued
As of December 31, 2000
(In thousands)
LIABILITIES AND SHAREHOLDERS' Indiana
EQUITY Gas SIGECO VEDO
---------- ---------- -------- ---------
Current Liabilities:
Current maturities of
adjustable rate bonds
subject to tender $ - $ 53,700 $ -
Current maturities of
long-term debt
and other obligations - - -
Short-term borrowings 134,724 40,154 -
Notes payable to affiliated
company 218,200 - 252,100
Interest payable to
affiliated company 2,340 - 2,798
Accounts payable 102,268 60,085 76,792
Accounts payable to
affiliated company 18,329 11,486 3,105
Dividends payable - 144 -
Refunds to customers and
customer deposits 3,953 3,543 1,870
Accrued taxes 25,054 9,956 6,353
Accrued interest 4,215 6,047 -
Deferred income taxes 4,227 11,295 1,009
Other current liabilities 14,504 14,278 649
---------- -------- --------
Total current liabilities 527,814 210,688 344,676
---------- -------- --------
Deferred Credits and Other
Liabilities:
Deferred income taxes 54,807 112,122 491
Accrued postretirement
benefits other than
pensions 29,938 14,054 -
Unamortized investment tax
credits 7,222 15,944 (1)
Other 9,288 6,606 5,763
---------- -------- --------
Total deferred credits
and other liabilities 101,255 148,726 6,253
---------- -------- --------
Minority Interest in
Subsidiary - - 220,802
Capitalization:
Long-term debt and other
obligations net of
current maturities 281,109 237,800 -
Preferred stock
Redeemable - 5,875 -
Nonredeemable - 11,090 -
---------- -------- ---------
Total preferred stock - 16,965 -
---------- -------- --------
Common stock 142,995 78,258 -
Retained earnings 90,499 258,877 1,173
Accumulated other
comprehensive income - - -
---------- -------- --------
Total common
shareholders' equity 233,494 337,135 1,173
---------- -------- --------
Total capitalization 514,603 591,900 1,173
---------- -------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,143,672 $951,314 $572,904
========== ======== ========
Exhibit A
Page 9 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet, Continued
As of December 31, 2000
(In thousands)
Adjust-
ments and VUHI
LIABILITIES AND SHAREHOLDERS' VUHI, Elimina- Consoli-
EQUITY Inc. tions dated
--------------------------- -------- ---------- ----------
Current Liabilities:
Current maturities of
adjustable rate bonds
subject to tender $ - $ - $ 53,700
Current maturities of
long-term debt
and other obligations - - -
Short-term borrowings 478,574 - 653,452
Notes payable to affiliated
company 4,560 (467,959) 6,901
Interest payable to
affiliated company - (5,138) -
Accounts payable 112 - 239,257
Accounts payable to
affiliated company 248 (7,743) 25,425
Dividends payable - - 144
Refunds to customers and
customer deposits - 5,977 15,343
Accrued taxes 19 - 41,382
Accrued interest (472) - 9,790
Deferred income taxes - - 16,531
Other current liabilities 807 1,574 31,812
-------- ---------- ----------
Total current liabilities 483,848 (473,289) 1,093,737
-------- --------- ----------
Deferred Credits and Other
Liabilities:
Deferred income taxes - - 167,420
Accrued postretirement
benefits other than
pensions - - 43,992
Unamortized investment tax
credits - - 23,165
Other 50 (12,288) 9,419
-------- --------- ----------
Total deferred credits
and other liabilities 50 (12,288) 243,996
-------- --------- ----------
Minority Interest in
Subsidiary - (220,802) -
Capitalization:
Long-term debt and other
obligations net of
current maturities - - 518,909
Preferred stock
Redeemable - - 5,875
Nonredeemable - - 11,090
-------- --------- ----------
Total preferred stock - - 16,965
-------- --------- ----------
Common stock 1 - 221,254
Retained earnings (12) - 350,537
Accumulated other
comprehensive income - - -
-------- --------- ----------
Total common
shareholders' equity (11) - 571,791
--------- --------- ----------
Total capitalization (11) - 1,107,665
--------- --------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $483,887 $(706,379) $2,445,398
======== ========= ==========
Exhibit A
Page 10 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet, Continued
As of December 31, 2000
(In thousands)
LIABILITIES AND SHAREHOLDERS' VUHI Non-regulated
EQUITY Consolidated Subsidiaries
--------------------------------- ------------ -------------
Current Liabilities:
Current maturities of adjustable
rate bonds subject to tender $ 53,700 $ -
Current maturities of long-term
debt and other obligations - 249
Short-term borrowings 653,452 96,553
Notes payable to affiliated
company 6,901 197,617
Interest payable to affiliated
company - 1,209
Accounts payable 239,257 66,139
Accounts payable to affiliated
company 25,425 26,458
Dividends payable 144 -
Refunds to customers and
customer deposits 15,343 -
Accrued taxes 41,382 (8,891)
Accrued interest 9,790 762
Deferred income taxes 16,531 -
Other current liabilities 31,812 20,362
---------- --------
Total current liabilities 1,093,737 400,458
---------- --------
Deferred Credits and Other
Liabilities:
Deferred income taxes 167,420 40,218
Accrued postretirement benefits
other than pensions 43,992 -
Unamortized investment tax
credits 23,165 -
Other 9,419 1,392
---------- --------
Total deferred credits and
other liabilities 243,996 41,610
---------- --------
Minority Interest in Subsidiary - 1,550
Capitalization:
Long-term debt and other
obligations, net of
current maturities 518,909 113,045
Preferred stock
Redeemable 5,875 -
Nonredeemable 11,090 -
---------- --------
Total preferred stock 16,965 -
---------- --------
Common stock 221,254 58,463
Retained earnings 350,537 98,995
Accumulated other comprehensive
income - 7,502
---------- --------
Total common shareholders'
equity 571,791 164,960
---------- --------
Total capitalization 1,107,665 278,005
---------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,445,398 $721,623
========== ========
Exhibit A
Page 11 of 11
Vectren Corporation and Subsidiary Companies
Consolidating Balance Sheet, Continued
As of December 31, 2000
(In thousands)
Vectren Adjustments Vectren
LIABILITIES AND Corpora- and Consoli-
SHAREHOLDERS' EQUITY tion Eliminations dated
----------------------- --------- ------------ ----------
Current Liabilities:
Current maturities of
adjustable rate bonds
subject to tender $ - $ - $ 53,700
Current maturities of
long-term debt
and other obligations - - 249
Short-term borrowings 9,903 - 759,908
Notes payable to
affiliated company 7,632 (212,150) -
Interest payable to
affiliated company 3 (1,212) -
Accounts payable 778 (2,153) 304,021
Accounts payable to
affiliated company 5,546 (57,429) -
Dividends payable - (144) -
Refunds to customers and
customer deposits - 7,579 22,922
Accrued taxes 3,794 (26,714) 9,571
Accrued interest 28 (308) 10,272
Deferred income taxes - - 16,531
Other current
liabilities 4,639 13,937 70,750
-------- ----------- ----------
Total current
liabilities 32,323 (278,594) 1,247,924
-------- ----------- ----------
Deferred Credits and Other
Liabilities:
Deferred income taxes (3,273) - 204,365
Accrued postretirement
benefits other than
pensions - 1,890 45,882
Unamortized investment
tax credits - - 23,165
Other 3,916 (8,901) 5,826
-------- ----------- ----------
Total deferred credits
and other liabilities 643 (7,011) 279,238
-------- ----------- ----------
Minority Interest in
Subsidiary - (129) 1,421
Capitalization:
Long-term debt and other
obligations, net of
current maturities - - 631,954
Preferred stock
Redeemable - - 5,875
Nonredeemable - - 11,090
-------- ----------- ----------
Total preferred
stock - - 16,965
-------- ----------- ----------
Common stock 217,720 (279,717) 217,720
Retained earnings 506,461 (449,531) 506,462
Accumulated other
comprehensive income - - 7,502
------- ----------- ----------
Total common
shareholders' equity 724,181 (729,248) 731,684
-------- ----------- ----------
Total capitalization 724,181 (729,248) 1,380,603
-------- ----------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $757,147 $(1,014,982) $2,909,186
======== =========== ==========
EXHIBIT B
Item No. Caption Heading (in thousands)
1. Total Assets $ 2,445,399
2. Total Operating Revenues $ 1,648,690
3. Net Income $ 72,040