-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JJWrtvMG21pc6umgiw2sW6epSGpGwq37Ob/i20rXoMXt76QzNAMZQWWpbw/UxMIr xSqkIP497J9wBnokGubUUQ== 0000908834-05-000314.txt : 20050427 0000908834-05-000314.hdr.sgml : 20050427 20050427111216 ACCESSION NUMBER: 0000908834-05-000314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050426 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN UTILITY HOLDINGS INC CENTRAL INDEX KEY: 0001129542 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352104850 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16739 FILM NUMBER: 05775150 BUSINESS ADDRESS: STREET 1: 20 NW 4TH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN CORP CENTRAL INDEX KEY: 0001096385 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352086905 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15467 FILM NUMBER: 05775152 BUSINESS ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 8-K 1 vc_8k0427.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2005 VECTREN CORPORATION (Exact name of registrant as specified in its charter) Registrant, State of Incorporation, I.R.S Employer Commission File No. Address, and Telephone Number Identification No. - ------------------- ------------------------------------ ------------------ 1-15467 Vectren Corporation 35-2086905 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 1-16739 Vectren Utility Holdings, Inc. 35-2104850 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 Former name or address, if changed since last report: N/A Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition On April 26, 2005, Vectren Corporation (the Company) released financial information to the investment community regarding the Company's results of operations for the three month period ended March 31, 2005. A copy of the press release is furnished as Exhibit 99.1 and the supporting financial statements and schedules are furnished as Exhibit 99.2 to this current report. Vectren Corporation is the parent Company of Vectren Utility Holdings, Inc. (VUHI). VUHI serves as the intermediate holding company of the Company's three operating public utilities. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company is hereby furnishing cautionary statements identifying important factors that could cause actual results of the Company and its subsidiaries, including Vectren Utility Holdings, Inc., to differ materially from those projected in forward-looking statements of the Company and its subsidiaries made by, or on behalf of, the Company and its subsidiaries. These cautionary statements are attached as Exhibit 99-3. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VECTREN CORPORATION VECTREN UTILITY HOLDINGS, INC. April 27, 2005 By: /s/ M. Susan Hardwick -------------------------------------- M. Susan Hardwick Vice President and Controller INDEX TO EXHIBITS The following Exhibits are furnished as part of this Report to the extent described in Item 2.02: Exhibit Number Description -------------- ----------- 99.1 Press Release - Vectren Corporation Announces First Quarter 2005 Results and Reaffirms 2005 Earnings Guidance 99.2 Supporting Financial Statements and Schedules 99.3 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 EX-99.1 2 vc_8k0427ex991.txt PRESS RELEASE DATED APRIL 26, 2005 Ex 99.1 PRESS RELEASE Vectren Corporation P.O. Box 209 Evansville, IN 47702-0209 FOR IMMEDIATE RELEASE April 26, 2005 Vectren Corporation Reports First Quarter 2005 Increase Evansville, Indiana - Vectren Corporation (NYSE:VVC) today reported net income for the three months ended March 31, 2005 of $56.1 million, or $0.74 per share, compared to net income of $54.8 million, or $0.73 per share, for the three months ended March 31, 2004. Weather for the quarter was 7 percent warmer than normal and 3 percent warmer than the prior period. Company Highlights o Increased utility earnings during the first quarter of 2005 o Increased results from Coal Mining operations during the first quarter of 2005 o Implemented new Vectren Ohio gas rates in April 2005 o Affirmed 2005 earnings guidance Said Niel C. Ellerbrook, Chairman, President and CEO, "We are very pleased with our first quarter results, despite the warmer than normal weather impacting our heat sensitive throughput. In the last nine months we have implemented new base rates for all three of our gas jurisdictions and continue to recover costs associated with our power generation environmental compliance expenditures. The nonregulated group also performed well during the quarter, especially our coal mining group, which achieved increased production levels. We continue to be confident in our previously disclosed 2005 earnings guidance." 2005 Earnings Guidance The company affirmed that fiscal 2005 earnings are expected to be in the range of $1.70 to $1.90 per share. The targeted range is subject to the factors discussed under "Forward Looking Statements" including normal weather for the balance of the year, stable economic conditions, and continued growth from the company's nonregulated businesses. Utility Group Utility Group earnings were $48.1 million for the three months ended March 31, 2005, compared to $44.7 million in the prior year. The $3.4 million increase in the Utility Group earnings is due to the implementation of new gas base rates in the company's Indiana service territories, higher electric revenues associated with recovery of pollution control investments and increased wholesale electric margins. Gas base rate increases added margin of $7.9 million, or $4.7 million after tax. These increases were partially offset by the impact of warmer weather on customer usage during this high consumption quarter and increased depreciation expense and income taxes. For the quarter ended March 31, 2005, heating weather 7 percent warmer than normal and 3 percent warmer than the prior year reduced first quarter 2005 margins by an estimated $4.8 million ($2.9 million after tax) and by an estimated $3.0 million ($1.7 million after tax) when compared to the same period last year. Gas utility margins for the three months ended March 31, 2005 were $145.8 million, an increase of $6.3 million, or 4 percent, compared to the prior year period. The rate case orders implemented in the second half of 2004 added revenues of $7.9 million. This increase in revenues reflects new gas rates designed to recover the majority of the authorized increase evenly through higher customer charges and non-weather sensitive usage rates. It is estimated that the impact of weather decreased margin $2.6 million compared to the same period last year and was the primary contributor to decreased throughput. The remaining change is primarily attributable to expense recovery pursuant to Ohio regulatory trackers. Electric retail and firm wholesale margins were $56.5 million, an increase of $2.0 million when compared to 2004. Margin increased $2.6 million due to the increase in retail electric rates related to the recovery of environmental compliance expenditures and related operating expenses. The effects of warmer weather partially offset these increases by $0.4 million compared to the same period last year. Electric wholesale margin primarily results from asset optimization activities derived from generation capacity in excess of that needed to serve native load and firm wholesale customers. Net wholesale margins increased $2.0 million compared to 2004 due to an increase in available capacity. The availability of excess capacity was impacted in 2004 by scheduled outages of owned generation related to the installation of environmental compliance equipment. Other operating expenses decreased $0.5 million for the three months ended March 31, 2005 compared to the same period in 2004. The decrease was primarily due to $1.1 million in lower NOx operating expenses, offset somewhat by increased costs for scrubber chemicals, gasoline and other costs. Depreciation expense for the three months ended March 31, 2005 increased $3.8 million compared to 2004. Installation of environmental compliance equipment accounted for $1.4 million of the increase. In addition, the first quarter of 2004 was $1.8 million lower due to a one-time adjustment of depreciation rates and amortization of regulatory assets. Income taxes for three months ended March 31, 2005 increased $4.2 million, compared to 2004, primarily attributable to higher pre-tax income. Vectren Energy Delivery of Ohio Rate Settlement Implemented On April 13, 2005, the Public Utilities Commission of Ohio (PUCO) approved Vectren Energy Delivery of Ohio's (VEDO) base rate increase for its natural gas distribution business. The PUCO's order provides for a $15.7 million increase in VEDO's base distribution rates. As reported previously, new natural gas base rate increases were implemented for Vectren Energy Delivery's two Indiana service territories on July 1, 2004 and on December 1, 2004. In all three cases, the new rates implemented were designed to help mitigate the effects of extreme weather with a significant portion of the rate increases achieved through higher customer charges and higher non-weather sensitive usage rates. As such, it is expected that the allowed increases will generally be realized evenly over the course of a year. Nonregulated Group (all amounts following in this section are after tax) Nonregulated Group earnings were $8.9 million for the three months ended March 31, 2005, as compared to $10.6 million in the prior year. The company's primary nonregulated business groups, Energy Marketing and Services, Coal Mining, and Utility Infrastructure Services contributed $9.4 million to 2005 earnings, down slightly from the $10.0 million contributed in 2004. The slight decrease is attributable to lower earnings from gas marketing and performance contracting operations, partially offset by increased earnings from mining operations. The 2004 contribution from Other Businesses reflects an after tax gain of $5.3 million recognized on the sale of an investment held by Haddington Energy Partners which was largely offset by a $4.5 million after tax charge related to the write down of the company's broadband investments. Energy Marketing and Services Energy Marketing and Services is comprised of the company's gas marketing operations, performance contracting operations and retail gas supply operations. Net income generated by Energy Marketing and Services for the quarter ended March 31, 2005, was $6.0 million compared to $7.0 million in 2004. In both periods presented, gas marketing operations, performed through ProLiance Energy, provided the primary earnings contribution, totaling $6.4 million in 2005, a slight decrease from the $6.9 million contributed in 2004. This decrease is attributable to pre-verdict legal fees associated with litigation between ProLiance and the City of Huntsville, Alabama (Huntsville Utilities). The remaining decrease in earnings contribution is primarily attributable to the timing of performance contracting operations. For the quarter, Vectren Source's retail gas supply operations earned $0.8 million, compared to $0.6 million in the prior period. Source's earnings contribution was also significantly impacted by warmer than normal weather. Coal Mining The Coal Mining Group mines and sells coal to the Company's utility operations and to other third parties through its wholly owned subsidiary Vectren Fuels, Inc. (Fuels). The Coal Mining Group also generates IRS Code Section 29 tax credits resulting from the production of coal-based synthetic fuels through its 8.3% ownership interest in Pace Carbon Synfuels, LP (Pace Carbon). In addition, Fuels receives synfuel-related fees from synfuel producers unrelated to Pace Carbon for a portion of its coal production. Coal Mining net income for the three months ended March 31, 2005, was $4.4 million, compared to $3.6 million in 2004. Earnings from the Mining operations were $1.3 million in 2005, compared to $0.7 million in 2004. The contribution from Mining operations increased despite rising commodity costs, primarily due to greater production and higher revenue per ton. Synfuel-related results for the quarter, which include earnings from Pace Carbon and synfuel processing fees earned by Fuels, increased $0.2 million. This increase reflects higher production of synthetic fuel produced by Pace Carbon as the result of the relocation of a previously underperforming plant. Utility Infrastructure Services Utility Infrastructure Services provides underground construction and repair to gas, water, electric and telecommunications companies primarily through its investment in Reliant Services, LLC (Reliant) and Reliant's 100 percent ownership in Miller Pipeline. Reliant is a 50 percent owned strategic alliance and is accounted for using the equity method of accounting. For the three months ended March 31, 2005, Utility Infrastructure Services' operated at a seasonal loss of $1.0 million, compared to a loss of $0.6 million in 2004 Broadband and Other Businesses Broadband invests in communication services, such as cable television, high-speed internet, and advanced local and long distance phone services. The Other Businesses Group includes a variety of operations and investments. For the three months ended March 31, 2005, other businesses reported a loss of $(0.5) million, compared to earnings of $0.6 million in 2004. The decrease is primarily due to the net contribution in 2004 from an after tax gain of $5.3 million recognized on the sale of an investment held by Haddington Energy Partners, which was largely offset by a $4.5 million after tax charge related to the write down of the Company's broadband investments. Corporate Contributions to various community and civic organizations and corporate and other expenses in the first quarter 2005 were $0.9 million after tax. Please SEE ATTACHED unaudited schedules for additional financial information Live Webcast on April 28, 2005 Vectren management will discuss first quarter 2005 earnings results and provide an outlook for 2005 during a conference call for analysts scheduled at 2:30 p.m. EDT (1:30 CDT), Thursday, April 28, 2005. You are invited to listen to the live, audio only Webcast of the conference call as well as view the accompanying slide presentation by choosing "Q1 2005 Earnings Webcast" on Vectren's website, www.Vectren.com. Approximately two hours after the completion of the Webcast, interested parties may also view the slide presentation and listen to the Webcast replay at Vectren's website. About Vectren Vectren Corporation is an energy and applied technology holding company headquartered in Evansville, Indiana. Vectren's energy delivery subsidiaries provide gas and/or electricity to over one million customers in adjoining service territories that cover nearly two-thirds of Indiana and west central Ohio. Vectren's non-regulated subsidiaries and affiliates currently offer energy-related products and services to customers throughout the midwest and southeast. These include gas marketing and related services; coal production and sales and utility infrastructure services. To learn more about Vectren, visit www.vectren.com. Safe Harbor for Forward Looking Statements This document contains forward-looking statements, which are based on management's beliefs and assumptions that derive from information currently known by management. Vectren wishes to caution readers that actual results could differ materially from those contained in this document. Additional detailed information concerning a number of factors that could cause actual results to differ materially from the information that is provided to you is readily available in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2005. Investor Contact Steven M. Schein, (812) 491-4209, sschein@vectren.com Media Contact Jeffrey W. Whiteside, (812) 491-4205, jwhiteside@vectren.com EX-99.2 3 vc_8k0427ex992.txt SUPPORTING FINANCIAL STATEMENTS AND SCHEDULES Ex 99.2 VECTREN CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Millions, except per share amounts) (Unaudited) Three Months Ended March 31 ------------------- 2005 2004 ------------------- OPERATING REVENUES: Gas utility $ 516.7 $ 505.1 Electric utility 94.7 88.8 Energy services and other 65.8 51.4 -------- -------- Total operating revenues 677.2 645.3 -------- -------- OPERATING EXPENSES: Cost of gas sold 370.9 365.6 Fuel for electric generation 26.9 22.9 Purchased electric energy 2.3 4.4 Cost of energy services and other 51.6 40.0 Other operating 71.1 71.2 Depreciation and amortization 37.1 32.5 Taxes other than income taxes 22.1 22.7 -------- -------- Total operating expenses 582.0 559.3 -------- -------- OPERATING INCOME 95.2 86.0 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated affiliates 6.4 16.9 Other - net 2.4 (3.1) -------- -------- Total other income 8.8 13.8 -------- -------- INTEREST EXPENSE 20.1 19.3 -------- -------- INCOME BEFORE INCOME TAXES 83.9 80.5 INCOME TAXES 27.8 25.7 -------- -------- NET INCOME $ 56.1 $ 54.8 ======== ======== AVERAGE COMMON SHARES OUTSTANDING 75.6 75.5 DILUTED COMMON SHARES OUTSTANDING 76.1 75.8 EARNINGS PER SHARE OF COMMON STOCK BASIC $ 0.74 $ 0.73 ======== ======== DILUTED $ 0.74 $ 0.72 ======== ======== VECTREN UTILITY HOLDINGS AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Millions, except per share amounts) (Unaudited) Three Months Ended March 31 -------------------- 2005 2004 -------------------- OPERATING REVENUES: Gas utility $ 516.7 $ 505.1 Electric utility 94.7 88.8 Other 0.2 0.3 -------- -------- Total operating revenues 611.6 594.2 -------- -------- OPERATING EXPENSES: Cost of gas sold 370.9 365.6 Fuel for electric generation 26.9 22.9 Purchased electric energy 2.3 4.4 Other operating 61.6 62.1 Depreciation and amortization 33.4 29.6 Taxes other than income taxes 21.8 22.3 -------- -------- Total operating expenses 516.9 506.9 -------- -------- OPERATING INCOME 94.7 87.3 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated affiliates - 0.2 Other - net 2.2 1.9 -------- -------- Total other income 2.2 2.1 -------- -------- INTEREST EXPENSE 16.9 17.0 -------- -------- INCOME BEFORE INCOME TAXES 80.0 72.4 INCOME TAXES 31.9 27.7 -------- -------- NET INCOME $ 48.1 $ 44.7 ======== ======== VECTREN CORPORATION HIGHLIGHTS (millions, except per share amounts) (Unaudited) 3 Months Ended March 31 ---------------- 2005 2004 ---------------- Reported Earnings: Utility Group $ 48.1 $ 44.7 Non-regulated Group Energy Marketing and Services 6.0 7.0 Mining 1.3 0.7 Synfuels related 3.1 2.9 ------- ------- Total Coal Mining 4.4 3.6 Utility Infrastructure Services (1.0) (0.6) Other Businesses (0.5) 0.6 ------- ------- Total Non-regulated Group 8.9 10.6 Corporate and Other (0.9) (0.5) ------- ------- Vectren Consolidated $ 56.1 $ 54.8 ======= ======= VECTREN CORPORATION AND SUBSIDIARY COMPANIES SELECTED GAS DISTRIBUTION OPERATING STATISTICS (Unaudited) Three Months Ended March 31 ----------------------- 2005 2004 ----------------------- GAS OPERATING REVENUES (Millions): Residential $ 348.5 $ 343.6 Commercial 146.6 142.0 Industrial 19.0 18.1 Miscellaneous Revenue 2.6 1.4 -------- -------- $ 516.7 $ 505.1 ======== ======== GAS MARGIN (Millions): Residential $ 94.8 $ 91.7 Commercial 32.9 31.5 Industrial 15.6 14.9 Miscellaneous 2.5 1.4 -------- -------- $ 145.8 $ 139.5 ======== ======== GAS SOLD & TRANSPORTED (MMDth): Residential 38.4 41.4 Commercial 16.6 17.7 Industrial 26.8 27.4 -------- -------- 81.8 86.5 ======== ======== AVERAGE GAS CUSTOMERS Residential 900,419 891,575 Commercial 84,263 83,220 Industrial 1,616 1,565 -------- -------- 986,298 976,360 ======== ======== YTD WEATHER AS A PERCENT OF NORMAL: Heating Degree Days 93% 96% VECTREN CORPORATION SELECTED ELECTRIC OPERATING STATISTICS (Unaudited) 3 Months Ended March 31 --------------------------- 2005 2004 ------ ------ ELECTRIC OPERATING REVENUES (Millions): Residential $ 28.4 $ 27.3 Commercial 20.3 18.9 Industrial 26.0 24.9 Municipals 5.6 5.4 Miscellaneous Revenue 0.9 3.6 -------- -------- Total Retail 81.2 80.1 Net Wholesale Revenues 13.5 8.7 -------- -------- $ 94.7 $ 88.8 ======== ======== ELECTRIC MARGIN (Millions): Residential $ 22.1 $ 21.2 Commercial 15.0 14.0 Industrial 15.3 14.5 Municipals 3.3 3.1 Miscellaneous 0.8 1.7 -------- -------- Total Retail 56.5 54.5 -------- -------- Net Wholesale Margin 9.0 7.0 -------- -------- $ 65.5 $ 61.5 ======== ======== ELECTRICITY SOLD (GWh): Residential 362.3 376.0 Commercial 303.6 295.6 Industrial 618.9 622.6 Municipals 149.6 152.2 Miscellaneous Sales 4.8 53.3 -------- -------- Total Retail 1,439.2 1,499.7 Wholesale 1,064.0 511.3 -------- -------- 2,503.2 2,011.0 ======== ======== AVERAGE ELECTRIC CUSTOMERS Residential 125,641 124,056 Commercial 18,627 17,090 Industrial 106 105 All Others 55 54 -------- -------- 144,429 141,305 ======== ======== YTD WEATHER AS A PERCENT OF NORMAL: Heating Degree Days 93% 96% VECTREN CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Millions - Unaudited) March 31, December 31, ------------------------- 2005 2004 ------------------------- ASSETS ------ Current Assets Cash & cash equivalents $ 11.0 $ 9.6 Accounts receivable - less reserves of $2.4 & $2.0, respectively 192.9 173.5 Accrued unbilled revenues 121.4 176.6 Inventories 46.5 67.6 Recoverable fuel & natural gas costs - 17.7 Prepayments & other current assets 49.1 141.3 ---------- ----------- Total current assets 420.9 586.3 ---------- ----------- Utility Plant Original cost 3,482.6 3,465.2 Less: accumulated depreciation & amortization 1,321.1 1,309.0 ---------- ----------- Net utility plant 2,161.5 2,156.2 ---------- ----------- Investments in unconsolidated affiliates 196.1 180.0 Other investments 115.8 115.1 Non-utility property - net 235.9 229.2 Goodwill - net 207.1 207.1 Regulatory assets 79.5 82.5 Other assets 30.5 30.5 ---------- ----------- TOTAL ASSETS $ 3,447.3 $ 3,586.9 ========== =========== LIABILITIES & SHAREHOLDERS' EQUITY ---------------------------------- Current Liabilities Accounts payable $ 56.5 $ 123.8 Accounts payable to affiliated companies 78.3 109.3 Accrued liabilities 214.4 132.1 Short-term borrowings 235.3 412.4 Current maturities of long-term debt 38.5 38.5 Long-term debt subject to tender 10.0 10.0 ---------- ----------- Total current liabilities 633.0 826.1 ---------- ----------- Long-term Debt - Net of Current Maturities & Debt Subject to Tender 1,016.2 1,016.6 Deferred Income Taxes & Other Liabilities Deferred income taxes 240.4 234.0 Regulatory liabilities 256.4 251.7 Deferred credits & other liabilities 166.7 163.2 ---------- ----------- Total deferred credits & other liabilities 663.5 648.9 ---------- ----------- Minority Interest 0.4 0.4 Cumulative, Redeemable Preferred Stock of a Subsidiary - 0.1 Common Shareholders' Equity Common stock (no par value) - issued & outstanding 75.9 and 75.6, respectively 527.5 526.8 Retained earnings 616.6 583.0 Accumulated other comprehensive loss (9.9) (15.0) ---------- ----------- Total common shareholders' equity 1,134.2 1,094.8 ========== =========== TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 3,447.3 $ 3,586.9 ========== ===========
VECTREN CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Millions - Unaudited) Three Months Ended March 31, ---------------------------- 2005 2004 ---------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 56.1 $ 54.8 Adjustments to reconcile net income to cash from operating activities: Depreciation & amortization 37.1 32.5 Deferred income taxes & investment tax credits (0.2) (2.3) Equity in earnings of unconsolidated affiliates (6.4) (16.9) Net unrealized gain on derivative instruments (2.5) (2.8) Pension & postretirement periodic benefit cost 4.5 4.3 Other non-cash charges - net 6.0 11.2 Changes in working capital accounts: Accounts receivable & accrued unbilled revenue 30.2 (5.6) Inventories 21.1 21.6 Recoverable fuel & natural gas costs 35.4 11.4 Prepayments & other current assets 94.7 107.9 Accounts payable, including to affiliated companies (98.3) (55.3) Accrued liabilities 67.0 60.6 Changes in noncurrent assets 2.5 (1.0) Changes in noncurrent liabilities (1.8) (2.8) ------- ------- Net cash flows from operating activities 245.4 217.6 ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from stock option exercises & other stock plans - 2.3 Requirements for: Dividends on common stock (22.5) (21.5) Retirement of long-term debt (0.1) - Redemption of preferred stock of subsidiary (0.1) (0.1) Net change in short-term borrowings (177.1) (143.9) ------- ------- Net cash flows from financing activities (199.8) (163.2) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from: Unconsolidated affiliate distributions 1.4 2.0 Notes receivable & other collections 0.5 0.6 Requirements for: Capital expenditures, excluding AFUDC equity (43.4) (44.5) Unconsolidated affiliate investments (2.7) (3.2) ------- ------- Net cash flows from investing activities (44.2) (45.1) ------- ------- Net increase in cash & cash equivalents 1.4 9.3 Cash & cash equivalents at beginning of period 9.6 15.3 ------- ------- Cash & cash equivalents at end of period $ 11.0 $ 24.6 ======= =======
EX-99.3 4 vc_8k0427ex993.txt CAUTIONARY STATEMENT Ex 99.3 Cautionary Statement for Purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. A "safe harbor" for forward-looking statements is provided by the Private Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of 1995 was adopted to encourage such forward-looking statements without the threat of litigation, provided those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Forward-looking statements have been and will be made in written documents and oral presentations of Vectren Corporation and its subsidiaries. Such statements are based on management's beliefs, as well as assumptions made by and information currently available to management. When used in this filing, the words "believe," "anticipate," "endeavor," "estimate," "expect," "objective," "projection," "forecast," "goal," and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause Vectren Corporation and its subsidiaries' actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following: o Factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to fossil fuel costs; unanticipated changes to gas supply costs, or availability due to higher demand, shortages, transportation problems or other developments; environmental or pipeline incidents; transmission or distribution incidents; unanticipated changes to electric energy supply costs, or availability due to demand, shortages, transmission problems or other developments; or electric transmission or gas pipeline system constraints. o Increased competition in the energy environment including effects of industry restructuring and unbundling. o Regulatory factors such as unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under traditional regulation, and the frequency and timing of rate increases. o Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board; the Securities and Exchange Commission; the Federal Energy Regulatory Commission; state public utility commissions; state entities which regulate electric and natural gas transmission and distribution, natural gas gathering and processing, electric power supply; and similar entities with regulatory oversight. o Economic conditions including the effects of an economic downturn, inflation rates, commodity prices, and monetary fluctuations. o Changing market conditions and a variety of other factors associated with physical energy and financial trading activities including, but not limited to, price, basis, credit, liquidity, volatility, capacity, interest rate, and warranty risks. o The performance of projects undertaken by the Company's nonregulated businesses and the success of efforts to invest in and develop new opportunities, including but not limited to, the realization of Section 29 income tax credits and the Company's coal mining, gas marketing, and broadband strategies. o Direct or indirect effects on our business, financial condition or liquidity resulting from a change in credit ratings, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries. o Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, or work stoppages. o Legal and regulatory delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures. o Costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters, including, but not limited to, those described in Management's Discussion and Analysis of Results of Operations and Financial Condition. o Changes in Federal, state or local legislature requirements, such as changes in tax laws or rates, environmental laws and regulations. Vectren Corporation and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, other factors affecting such statements. -----END PRIVACY-ENHANCED MESSAGE-----