8-K

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)   February 23, 2006

VECTREN CORPORATION

(Exact name of registrant as specified in its charter)

Commission File No.	Registrant, State of Incorporation, Address, and Telephone Number	I.R.S Employer Identification No.
1-15467	Vectren Corporation	35-2086905
	(An Indiana Corporation)
	One Vectren Square,
	Evansville, Indiana 47708
	(812) 491-4000
1-16739	Vectren Utility Holdings, Inc.	35-2104850
	(An Indiana Corporation)
	One Vectren Square,
	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 7.01.  Regulation FD Disclosure.

Vectren Corporation (the Company), an energy holding and applied technology company, is holding analyst conferences in Boston and New York on February 23 and 24. The Company is furnishing slides to be used during those presentations, as exhibit 99-1, to this Form 8-K

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 99-2.

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.

February 23, 2006	VECTREN CORPORATION VECTREN UTILITY HOLDINGS, INC.
	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 7.01:

Exhibit Number	Description
99-1	Slide Presentation
99-2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

Vectren Investor Presentation
Boston / New York
February 2006

Forward-Looking Statements

Statements contained or incorporated by reference in these slides regarding
future events and developments are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933.  Forward-looking
statements are based on management’s beliefs and assumptions that derive
from information currently known by management.  Because such statements
are based on expectations and not historical facts, actual results may differ
materially from those projected in the particular statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this document, or in the case of documents
incorporated by reference, as of the date of those documents. 

Additional detailed information concerning a number of factors that could
cause actual results to differ materially from the information that is provided
to you here is readily available in our annual report on Form 10-K filed with
the Securities and Exchange Commission on February 16, 2006.

Contact:

Vectren Corporation

Steven M. Schein

VP – Investor Relations

812-491-4209

sschein@vectren.com

2

Vectren Corporation

Vectren North
(Indiana Gas)

Vectren South
(SIGECO) - Gas

Vectren Utility
Holdings Inc.

Vectren Energy
Delivery of Ohio
(VEDO)

Vectren
Enterprises

Energy Marketing
and Services

Mining Operations

Energy
Infrastructure
Services

Net Income

Utility

Nonutility &
Corporate

30%

70%

12 months ended 12/31/05

Market Capitalization

Assets

Operating Revenues

Employees

Utility Customers

$ 2.1 billion

$ 3.9 billion

$ 2.0 billion

1,800

1.1 million

Vectren South
(SIGECO) - Electric

Vectren Today – NYSE: VVC

Ø

Premier Midwestern utility based
in Evansville, Ind.

Ø

Complementary nonutility
business portfolio

Ø

Superior dividend record with 46
years of consecutive increases

3

Fiscal Year 2005 Summary

Ø

Highest reported EPS

Ø

Strong business unit performance – Utility and Nonutility

Ø

Met analyst expectations and earnings guidance

Ø

Delivered on our commitments in 2005

4

Net Income By Business Unit

Ø

NTA implemented Oct 2005 reducing impact of weather on Indiana gas customer margin

Ø

Gas base rate increases added incremental revenue of $33.8 million

Ø

Recovery of electric environmental expenditures added incremental revenue of $8.7 million,
net of operating expenses

Ø

ProLiance – earnings increased $15.9 million

Ø

Mining operations - earnings increased $4.9 million

Ø

Haddington provided a $6.5 million pretax net gain on 2005 transaction

Ø

Vectren Foundation funded additional $6.5 million pretax

5

Utility Business – Quality Energy Delivery

Ø

990,000 gas customers

Ø

140,000 electric customers

Ø

Supportive regulation

Ø

Plan to reinvest and grow

Ø

Achievable 3 ½ to 4% average
growth rate objective

6

2006 Gas Utility Outlook

Ø

Manage impact of high natural gas costs

Ø

Implement conservation rider / Decoupling mechanisms

–

Target implementation by mid-year

Ø

Key Assumptions:

–

Gas Cost impact on 2006 Utility budget of $0.08 - $0.12 range

–

Average commodity cost of gas @ $9.00

•

Decline in average use per customer @ 3% (normal 1.0%)

•

Customer growth @ 0.7% (normal 1.0% +)

•

Increase in bad debt expense

•

Increase in short-term interest expense

•

Additional O&M – Call center

–

Normal weather – NTA in Indiana (60 to 65% gas margin protected)

7

2006 Electric Utility Outlook

Ø

Key Assumptions:

–

Implementation of Multi-pollutant tracker - $110 million

–

Average use per customer increase @ 1%

–

Customer growth @ 1.1%

Ø

Generation Portfolio

–

Coal-fired base units

•

1,056 MW - nearly 90% availability in 2005

•

Gas-fired peak-use turbines – 295 MW

–

Affiliate agreements in place for 90% of coal needs

–

80% Scrubbed for SO2 and 90% for NOx

Ø

Wholesale Power Marketing

–

Functions within the regulated electric utility operation

–

Markets surplus power from generating units through MISO

–

Maximum approved VaR is $1.5 million - 2005 peak VaR was $625,000

8

Summary of Recent Rate Orders

9

Vectren Enterprises
Net Income

Nonutility Businesses - Complementary

Ø

Successful nonutility operations

Ø

Closely aligned to the core utility
business

–

Energy Marketing & Services

–

Coal Mining

–

Energy Infrastructure Services

Ø

Focus on operating companies

Ø

Harvest existing investments
and reinvest in core businesses

Ø

Target growth of 10%+ per
year

10

Energy Marketing &
Services Net Income

2006 Energy Marketing & Services Outlook

Ø

ProLiance continues to be driven
by storage and capacity
optimization

–

Assumed volatility reduced in 2006

–

Firm storage volume growth of 25%
to 35 Bcf

Ø

Source outlook slightly higher
than 2005

–

Customer growth to 180,000 at
year-end

–

Conservatively hedged for weather
due to unprecedented gas costs

11

ProLiance Energy Outlook

Ø

Settlement to extend ProLiance asset optimization
arrangement with Vectren’s utilities and Citizens’ Gas and
Coke Utility until 2011 filed with the Indiana Commission –
Commission action  expected 1^st quarter

Ø

Liberty Gas Storage (25% investment) is FERC approved and
Phase I should be operational in late summer – majority owner
is Sempra

Ø

Indiana Commission has approved the 50% owned Heartland
Gas Pipeline for construction to be operational in late summer

Ø

Grow as a major supplier to municipal, electric generation,
commercial and industrial customers

Ø

Huntsville litigation

12

Mining Operations
Net Income

2006 Coal Mining Outlook

Ø

Mining operations reflect improved
pricing and continued strong
production

Ø

High oil prices may impact synfuel
tax credits in ‘06 and ‘07

–

2005 Synfuel earnings - $11.7 million

–

Credits are expected to phase out
ratably with NYMEX prices from $60 to
$74

–

Approximately one third of expected
tax credits are insured in 2006

–

Tax legislation is being considered that
would eliminate phase out risk for
2006

13

Coal Mined

3.6

3.2

4.4

34

Coal Mining Outlook

Ø

95% of 2006 production
contracted at fixed prices

Ø

2006 average price increase over
2005 – over 10%

Ø

Prosperity Mine is targeting to
increase reserve by 10 mm tons

Ø

Option on additional reserves

–

Option on 80 million tons - two
separate reserves

–

Due diligence period - expect decision
early 2^nd quarter

–

Target production in 2008

–

17 power plants within 50 miles of
reserves

14

Energy Infrastructure
Services Net Income

2006 Energy Infrastructure Services Outlook

Ø

ESG starting 2006 with strong
potential

–

Beginning 2006 backlog increased
to $50 million from $20 million

–

Year to date 2006 new contracts
are running $10 million ahead of
2005

Ø

Gas construction services at
Miller Pipeline expected to
grow over 10% in 2006

–

Geographic expansion

–

3 pipeline projects secured

–

Improved wastewater profitability

15

Major Credit Facilities

Strong Credit Ratings

As of 12/31

2004

2005

$350

$255

$515

$255

Improving Liquidity

Ø

2005 Long-term debt issues

–

$150 million VUHI

–

$125 million Vectren Capital

Ø

Refinanced higher coupon debt

Ø

Well positioned for 2006

16

Capital Expenditures

$255

$373

$354

$435

$372

$270

Capital Forecast

Major Expenditures

Ø

Environmental Compliance

–

$230 million

Ø

Coal Fired Generation

–

$225 million

Ø

Bare Steel/Cast Iron

–

$170 million

Ø

Steam Production

–

$130 million

17

Dividends Paid

46 Years of Consecutive Dividend Increases

Ø

3.4% increase payable
Dec. 1, 2005

Ø

Current Annualized
Dividend - $1.22

Ø

Dividend Policy

–

55% to 65% target payout

–

85%+ funded from utility

18

Vectren = Long-term Shareholder Value

Ø

Strong Balance Sheet and Credit Ratings

Ø

Solid Midwestern based utilities

Ø

Supportive regulation

Ø

Successful nonutility operations, closely linked to core

Ø

Superior dividend record

Ø

Highly experienced management team

19

To be replaced by pictures

Appendix

Vectren Corporation

Discover Who We Are

20

Vectren
Corporation

Vectren Utility
Holdings Inc.

Vectren
Enterprises

Energy Marketing
and Services

Coal Mining

Other Businesses

Energy
Infrastructure
Services

ProLiance Energy
(61%)

Vectren Source

Mining Operations

Synfuels

Reliant Services
(50%)

Other

Haddington
Energy (13%)

Broadband

Pace Carbon
Synfuels (8%)

Miller Pipeline

NOTE: Ownership Percentage in ( )

Energy Systems
Group

Vectren North
(Indiana Gas)

Vectren South
(SIGECO) - Gas

Vectren Energy
Delivery of Ohio
(VEDO)

Vectren South
(SIGECO) - Electric

Appendix

Corporate Structure

21

Overview

Vectren’s three operating utilities provide reliable
delivery service to 990,000 natural gas customers,
including 560,000 located in central and southern
Indiana, 112,000 located in southwestern Indiana,
and 318,000 located in west central Ohio.

Markets

Ø

57 counties in central and southern Indiana

Ø

17 counties in west central Ohio

Top Industrial Customers

Ø

ALCOA (Aluminum)

Ø

AE Staley (Grain Processing)

Ø

AK Steel (Steel)

Ø

Eli Lilly (Pharmaceuticals)

Ø

General Electric (Plastics)

Ø

General Motors (Automotive)

Ø

NUCOR (Steel)

Principal Industries

The principal industries include automotive
assembly, parts and accessories, feed, flour and
grain processing, metal casting, aluminum products,
appliance manufacturing, resin and plastic products,
gypsum products, electrical equipment, metal
specialties, glass, steel finishing, pharmaceutical and
nutritional products, gasoline and oil products, and
coal mining

Appendix

Energy Delivery – Natural Gas

Gas Delivery

The Company’s wholly owned subsidiary, Vectren
Utility Holdings, Inc. (VUHI), serves as the
intermediate holding company for its 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.  VUHI also has other assets that
provide information technology and other
services to the three utilities.

Indiana Gas provides natural gas distribution and
transportation services to a diversified customer
base in 49 of Indiana’s 92 counties.  SIGECO
provides natural gas distribution and
transportation services to 8 counties in
southwestern Indiana, including counties
surrounding Evansville.  The Ohio operations
provide natural gas distribution and
transportation services to 17 counties in west
central Ohio, including counties surrounding
Dayton.

22

Overview

Vectren provides reliable delivery service to 140,000
in southwestern Indiana.

Markets

6 counties in southwestern Indiana

Top Industrial Customers

Ø

AK Steel (Steel)

Ø

Berry Plastics (Plastics)

Ø

Bristol Myers (Pharmaceuticals/Food)

Ø

General Electric (Plastics)

Ø

PPG Industries (Automotive)

Ø

Toyota (Automotive)

Ø

Whirlpool (Metal Products)

Principal Industries

The principal industries include resin and plastic
products, aluminum smelting and recycling,
aluminum sheet products, automotive assembly,
steel finishing, appliance manufacturing,
pharmaceutical and nutritional products, automotive
glass, gasoline and oil products, and coal mining.

Appendix

Energy Delivery - Electric

Electric Delivery

The Company’s wholly owned subsidiary, Vectren
Utility Holdings, Inc. (VUHI), serves as the
intermediate holding company for its 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.  VUHI also has other assets that provide
information technology and other services to the
three utilities.

SIGECO provides electric generation, transmission,
and distribution services to 6 counties in
southwestern Indiana, including counties
surrounding Evansville, and participates in the
wholesale power market.

23

Wholesale Power Marketing

Ø

Functions within the regulated electric utility
operation

Ø

Markets surplus power from generating units
through MISO

Ø

Maximum approved VaR is $1.5 million

Ø

Maximum VaR in 2005 was $625,000

Overview

Provides low-cost, reliable electric generation for
delivery to retail and firm wholesale customers in
Southwest Indiana.  Optimizes assets by
marketing unutilized capacity to the open
market.

Markets

Ø

Southwest Indiana – Retail and Wholesale

Ø

Midwest – Wholesale

Generating Capacity

Ø

6 coal-fired base units – 1,056 MW

–

Brown – 2 units, 500 MW

–

Culley – 3 units, 406 MW

–

Warrick – 1 unit, 150 MW

–

Burn approximately 3 million tons of coal
annually

Ø

6 natural gas peaking units – 295 MW

Ø

Member of MISO

Ø

Has 6 interconnects

Appendix

Power Supply

24

Appendix

Environmental Recovery

Ø

NOx Compliance Expenditure

–

All $255 million of project costs included in rates

–

8% return on capital invested

–

Recovery of related O&M and Depreciation expense

Ø

Multi-pollutant Expenditures

–

Filed with IURC in May 2005

–

Settlement with Consumer Counselor filed October 20, 2005

•

$110 million expenditure

•

7.98% return on capital invested

•

Recovery of related O&M and Depreciation expense

•

Adjusted every 6 months

–

IURC review Q1 2006

25

Overview

Provides natural gas, and associated pricing and
management services, plus an owner operator of
midstream gas assets.  Created as an unregulated
joint venture with Citizens Gas & Coke Utility - 61%
owned by Vectren, although governance is 50/50.

Strategy

ProLiance was formed as a natural gas marketer,
delivering reduced gas costs to the member
utilities. Continued growth comes through third
party marketing, exceptional customer service and
operational excellence.  Long term growth is
enhanced by ownership of midstream assets and
resource optimization via transportation and
storage management and price arbitrage.

Four Business Lines

Ø

Retail Gas Marketing - Mid-size commercial and
industrial customers

Ø

Wholesale Services - Gas sales and resource
management for utilities, municipalities, power
generators, other marketers, including Vectren’s
three gas utilities, power supply and Vectren
Source

Ø

Midstream Assets - Owns and operates gas
storage and pipeline assets

Ø

Resource Optimization - Transportation and
storage management, and price arbitrage

Fast Facts

Ø

100+ employees headquartered in Indianapolis

Ø

35 BCF of firm gas storage

Ø

Asset ownership in 3 storage fields - White River,
Lee 8, and Liberty

Ø

Owner and developer of 2 intra-state pipelines -
Ohio Valley Hub and Heartland Gas Pipeline

Ø

Approximate sales volumes of 1 BCF per day

Ø

Operates in 17 Midwestern and Southeastern
states

Ø

70%+ of volume with 3rd-party customers

Ø

1,300 C&I customers

Ø

VaR capped at $2.5 million

Ø

Stand alone credit facility of $250 million and an
additional $112.5 million surge line

Ø

Total VVC Investment 12/31/05:  $137 million

Appendix – Energy Marketing & Services

ProLiance Energy (1996)

26

Appendix – Energy Marketing & Services

Vectren Source (2001)

Overview

Provides natural gas and related services to nearly
130,000 residential and small commercial customers in
competitive markets in Indiana, Ohio and Georgia

Strategy

Vectren Source began operations to maintain the
customer relationship in a deregulated environment.
Flexible and efficient marketing channels minimize
customer acquisition costs and attain high retention
rates.  Employs conservative supply planning and
hedging strategies to manage commodity risk.

Fast Facts

Ø

Annual volumes have grown from 1.8 Bcf in 2002 to
12.4 Bcf in 2005

Ø

State-of-the-art customer information and billing
system, forecasting and data warehouse decision
support tools

Ø

Full-service web capabilities from enrollment to bill
presentment and payment

Ø

33 full time employees, in-house call center

Ø

ProLiance Energy serves as agent for commodity
purchases, day-to-day operations and optimization
activities

Ø

Total Assets 12/31/05:  $59 million

27

Overview

Owns two coal mines that sell coal to Vectren’s utility
operations and to other third parties.  Both Indiana
mines are located within 50 miles of 17 power plants
and utilize contract miners.  Also receives synfuels
processing fees from 3rd parties. Vectren purchases
more than 90% of coal requirement from Fuels.
Affiliate contracts are on file with regulators.

Strategy

Supplies Vectren generating plants with more than 3
million tons of coal annually. Fuels also markets coal
to other utilities and industrial accounts

Fast Facts

Ø

Staff of 4 in addition to 300 contract mining
employees

Ø

Proven reserves of 34 million tons

Ø

Factors that affect profits: geologic conditions, 3^rd
party sale prices, cost of explosives, dozer
productivity

Ø

Total Assets 12/31/05: $104 million

Mines

Ø

Prosperity Mine

–

Underground mine; mid-sulfur coal - 3.3
lbs SO2

–

Reserves of 30 million tons

–

Tons mined per year

2003                          - 2.2 million tons

2004                          - 2.5million tons

2005 - 3.0 million tons

Cypress Creek Mine

Surface mine; high-sulfur coal - 7.5 lbs SO2

Reserves of 4 million tons

Tons mined per year

2003                          - 1.1 million tons

2004                          - 1.1 million tons

2005 - 1.4 million tons

Appendix – Coal Mining

Vectren Fuels (1997)

28

Overview

Generates IRS Code Section 29 investment tax
credits relating to the production of coal-based
synthetic fuels through its investment in Pace
Carbon. Owns 1/12th (8.3%) of Pace Carbon,
which is an unconsolidated affiliate accounted for
using the equity method.

Strategy

Hold and defend through 2007 when tax credits
expire

Fast Facts

Ø

Owns and operates 4 plants

Ø

All machines were in service by 6/30/1998

Ø

Through 12/31/05, Vectren has claimed tax
credits of approximately $79 million

Ø

Synfuel Production

2003                - 7.4 million tons

2004                - 7.1million tons

2005                - 9.3 million tons

Synfuels Net Income (including losses, tax
benefits and tax credits)

2003 - $10.3 million

2004 - $  9.0 million

2005 - $11.0 million

Ø

Prosperity Synfuel related fees (after-tax)

2003                - $3.5 million

2004                - $3.7 million

2005                - $1.3 million

Total VVC Investment 12/31/05: $10 million

Appendix – Coal Mining

Vectren Synfuels

29

Overview

Provides energy savings performance contracting
by implementing both demand and supply side
related improvements that pay for themselves
from energy and operational savings.

Strategy

ESG supports the utility core by offering ancillary
energy services.  ESG is developing recurring
revenues through long-term operating contracts
and energy infrastructure investments.

Fast Facts

Ø

Providing energy performance contracting
services for Hospitals, Universities, Governments
& Schools

Ø

140 employees in 12 states

Ø

3 energy centers

Ø

4 military base program centers

Ø

Projects for 150 customers since inception

Ø

Numerous award winning projects

Ø

Total assets 12/31/05:  $33 million

Appendix – Energy Infrastructure Services

Energy Systems Group (1995)

30

Overview

Provides underground construction and repair, facility
locating and meter reading services. Created as
unregulated joint venture with Cinergy – 50% owned by
Vectren.  In 2000, Reliant purchased Miller Pipeline
Corporation, one of the nation’s premier natural gas
distribution contractors with over 50 years of experience
in the construction industry.

Strategy

Build on core business of providing construction,
maintenance and rehabilitation services primarily to gas,
waste water an

Markets

d water utilities.

Ø

Construction Division - Natural gas and water
distribution and transmission construction, repairs
and rehabilitation primarily in the Midwest, East
Coast and Southeastern United States

Ø

Utility Division - Rehabilitation, repair and
installation of waste water and water distribution
systems throughout the United States

Ø

Locating - Facility locating services for utilities in
Indiana, Ohio and Kentucky

Ø

Meter Reading – Meter reading services for Vectren
and other utilities

Major Customers

Vectren, Cinergy, Columbia Gas of Ohio, Louisville
Gas & Electric, NIPSCO

Fast Facts

Ø

Miller Pipeline is the 5^th largest gas
distribution contractor in the U.S. and the
largest in the Midwest

Ø

Over 1,200 employees

Ø

Pipeline Integrity Act should provide significant
construction division opportunities

Ø

Activities by the EPA related to storm sewers in
major municipalities should provide significant
utility division opportunities

Ø

Total VVC Investment 12/31/05: $29 million

Appendix – Energy Infrastructure Services

Reliant Services (1998)

31

Haddington Energy Partners

Ø

Overview – The company is a partner in equity
method investments that invest in
energy-related ventures. Haddington has two
remaining investments, a compressed air energy
project to be used for generating electricity in
Ohio and a liquefied natural gas facility in Texas.

Ø

Strategy – Continue to harvest energy
investments

Ø

Total VVC Investment 12/31/05: $11 million with
additional $2.5 commitment remaining

Broadband

Ø

Overview – The company is a minority owner of
a broadband business that provides bundled
cable television, high speed internet and
advanced local and long-distance phone services
in Evansville, Indiana

Ø

Strategy – Continue to assess strategic
alternatives

Ø

Total VVC Investment 12/31/05: $12 million
equity and $33 million convertible debt

Vectren Financial Group

Ø

Overview – Energy Realty and Southern Indiana
Properties hold investments in affordable
housing partnerships, leveraged leases, and real
estate notes

Ø

Strategy – Hold leveraged leases and affordable
housing partnerships.  Exit real estate notes
upon refinancing

Ø

Total VVC Assets 12/31/05: $66 million

Appendix

Other Businesses

32

EX-99.2

Exhibit 99-2

Forward-Looking Information

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. Certain matters described in Management’s Discussion and Analysis of Results of Operations and Financial Condition are forward-looking statements. 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 the Company’s actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following:

§   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.

§   Increased competition in the energy environment including effects of industry restructuring and unbundling.

§   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.

§   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.

§   Economic conditions including the effects of an economic downturn, inflation rates, commodity prices, and monetary fluctuations.

§   Increased natural gas commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas, and interest expense.

§   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.

§   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.

§   Direct or indirect effects on the Company’s 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.

§   Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, or work stoppages.

§   Legal and regulatory delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures.

§   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.

§   Changes in Federal, state or local legislature requirements, such as changes in tax laws or rates, environmental laws and regulations.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, or other factors affecting such statements.