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) July 27, 2005

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:

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 July 27, 2005, Vectren Corporation (the Company) released financial information to the investment community regarding the Company's results of operations for the three and six month periods ended June 30, 2005. A copy of the press release is furnished as Exhibit 99.1 and the supporting financial information and operating statistics are furnished as Exhibit 99.2 to this current report.

Vectren Corporation is the parent Company of Vectren Utility Holdings, Inc. (Utility Holdings). Utility Holdings 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.
July 28, 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 Reports Second Quarter 2005 Earnings Increase
99.2	Supporting Financial Information and Operating Statistics
99.3	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

Ex 99.1

                                                           

 News Release

 Vectren Corporation

 P.O. Box 209

Evansville, IN 47702-0209

FOR IMMEDIATE RELEASE

July 27, 2005

Vectren Corporation

Reports Second Quarter 2005 Earnings Increase

Evansville, Indiana - Vectren Corporation (NYSE:VVC) today reported net income for the three months ended June 30, 2005 of $13.4 million, or $0.18 per share, compared to net income of $3.3 million, or $0.04 per share, for the three months ended June 30, 2004. For the six months ended June 30, 2005, reported earnings were $69.5 million, or $0.92 per share, compared to net income of $58.1 million, or $0.77 per share, for the six months ended June 30, 2004.

Company Highlights

·   Second quarter earnings increased $10.1 million over 2004

·   Year-to-date earnings increased $11.4 million over 2004

·   2005 earnings guidance affirmed

“We are very pleased with second quarter and year-to-date results, which reflect improved earnings from both the utility and nonregulated businesses”, said Niel C. Ellerbrook, Chairman, President and CEO. “These results reflect the impact of new gas rates for Vectren’s three gas utilities, including Vectren Energy Delivery of Ohio whose new gas rates were implemented early in the second quarter. Our nonregulated businesses continue to perform well and contributed increased earnings for both the three months and six months ended June 30, 2005.”

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 Operating Highlights

Utility Group earnings were $7.8 million for the quarter, compared to $2.8 million in the prior year, and $55.9 million for the six months ended June 30, 2005, compared to $47.4 million in 2004. The increased performance is primarily due to the implementation of new gas base rates in the company’s Indiana and Ohio service territories, higher electric revenues associated with recovery of pollution control investments and increased margins from generation asset optimization activities.

Gas base rate increases added revenue of $9.1 million, or $5.4 million after tax, during the quarter and $17.0 million, or $10.1 million after tax, for the six months ended June 30, 2005, compared to the prior year. Increased revenues associated with recovery of pollution control investments, net of related operating and depreciation expense, increased operating income $1.6 million, or $0.9 million after tax, for the quarter and $3.9 million, or $2.3 million after tax, for the six month period. The improved margins were partially offset by higher operating and depreciation expenses and a $3.0 million, $1.8 million after tax, charge recorded in the second quarter pursuant to the disallowance of Ohio gas costs.

Management estimates the unfavorable after tax impact of weather on second quarter 2005 and 2004 results was $0.8 million and $1.3 million for the respective periods. The estimated unfavorable after tax impact of weather for the six month periods ended June 30 is estimated to be $3.6 million and $2.4 million for 2005 and 2004, respectively.

Nonregulated Group Operating Highlights

Nonregulated Group earnings were $5.7 million for the 2005 quarter, compared to $0.7 million in the prior year, and $14.6 million for the six months ended June 30, 2005, compared to $11.3 million in 2004. Increases over the prior year totaling $5.0 million for the quarter and $3.3 million year-to-date primarily relate to the presence in 2004 of net losses on transactions in the Other Businesses Group. Earnings from the three primary nonregulated businesses increased $0.6 million for the quarter.

Utility Group Discussion

Gas utility margins were $69.7 million and $215.5 million for the three and six months ended June 30, 2005, respectively. This represents an increase compared to the respective prior period of $12.6 million and $18.9 million. The increases are primarily due to the favorable impact of gas base rate increases totaling $9.1 million and $17.0 million for the respective three and six month periods. Customer growth, net of some decline in usage, and additional pass through of expenses and revenue taxes recovered in margins also are reflected in the increases.

The second quarter of 2005 includes a $3.0 million additional charge as the estimated impact of a disallowance of Ohio gas costs ordered by the Public Utility Commission of Ohio. The company previously recorded a charge of $1.5 million with respect to the matters raised in the order. Heating weather in the quarter was 20 percent cooler compared to 2004 and increased margin an estimated $2.3 million compared to 2004. For the six month period, weather was 8 percent warmer than normal and similar to the prior year.

Electric retail and firm wholesale utility margins were $61.1 million and $117.6 million for the three and six month periods ended June 30, 2005. This represents an increase over the prior year periods of $0.8 million and $2.8 million, respectively. The recovery of pollution control related investments and associated operating expenses and related depreciation increased margins $3.6 million quarter over quarter and $6.2 million for the six month period. These increases were partially offset by cooler weather and other factors. Cooling weather for the quarter and six months ended was 7 percent and 8 percent cooler than normal, respectively, and 23 percent cooler than last year. The estimated decrease in margin due to weather was $1.4 million and $1.8 million for the three and six month periods, respectively, compared to the prior year.

Net 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. For the three and six month periods ended June 30, 2005, net asset optimization margins were $2.8 million and $11.8 million, which represents an increase of $4.6 million and $6.5 million, compared to 2004. The additional margin results primarily from an increase in available capacity and mark to market gains. The availability of excess capacity was reduced in 2004 by scheduled outages of owned generation related to the installation of environmental compliance equipment.

Other operating expenses for the three and six month periods ended June 30, 2005, increased $5.5 million and $5.1 million, compared to 2004. The increases are primarily attributable to compensation and benefit cost increases of $2.5 million in the second quarter of 2005. Operating expenses recovered in margin increased $0.6 million for the quarter and $2.6 million for the year to date period. The remaining quarterly increase is primarily attributable to increased chemical costs for scrubbing SO₂, landfill maintenance costs and the amortization of rate case expenses.

Depreciation expense increased $2.7 million and $6.4 million for the three and six month periods ended June 30, 2005, compared to 2004. In addition to depreciation on additions to plant in service, the increases were primarily due to incremental depreciation expense associated with the environmental compliance equipment additions of $1.6 million for the quarter and $3.0 million for the year to date period.

Taxes other than income taxes increased $1.3 million and $0.8 million for the three and six month periods ended June 30, 2005, compared to 2004. The increases are primarily attributable to revenue taxes resulting from higher revenues.

Federal and state income taxes increased $3.1 million and $7.2 million for the three and six months ended June 30, 2005, primarily due to higher pre-tax income.

Nonregulated Group (all amounts following in this section are after tax)

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 three months ended June 30, 2005, was $0.7 million, compared to $0.9 million in 2004. Energy Marketing and Services net income for the six months ended June 30, 2005, was $6.7 million, compared to $7.9 million in 2004. Results reported are net of nonregulated group corporate expenses.

Gas marketing operations, performed through ProLiance Energy, provided the primary earnings contribution in both periods, totaling $2.1 million for the quarter and $8.5 million year to date. ProLiance increased its earnings contribution over 2004 by $0.8 million and $0.3 million for the quarter and year to date periods. The increases over the prior period are primarily attributable to increased storage capacity coupled with significant price volatility. ProLiance filed a notice of appeal of the judge’s $38.9 million final verdict in the Huntsville Utilities case. The final amount of the verdict was determined in June after a number of post-trial rulings by the judge.

Energy Systems Group’s performance contracting operations resulted in losses of $(0.3) million and $(1.4) million during the quarter and year to date periods, compared to net income of $0.3 million and a loss of $(0.2) million in 2004. The decreases in earnings contribution are primarily attributable to the closing of significant new contracts later than expected, coupled with increased overhead from the Progress Energy Solutions’ acquisition. Although experiencing a slow start to 2005, during the second quarter, ESG closed more than $36 million in new contracts, an increase of nearly $13 million over 2004. In addition, ESG has a construction backlog at the end of June of $42 million, an increase of $10 million over 2004.

Vectren Source’s retail gas supply operations resulted in a second quarter seasonal loss of $(0.5) million, compared to a loss of $(0.3) million in 2004. Vectren Source’s year-to-date earnings are $0.3 million in both 2005 and 2004. Source had 120,000 customers at June 30, 2005, an increase of 30,000 over last year. Source’s 2005 year-to-date earnings contribution reflect 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 percent 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.

The Coal Mining Group’s net income for the three months ended June 30, 2005, was $4.7 million, compared to $3.9 million in 2004. Coal Mining net income for the six months ended June 30, 2005, was $9.1 million, compared to $7.5 million in 2004.

Earnings from the mining operations were $1.3 million and $0.6 million for the quarter ended June 30, 2005 and 2004, respectively. Mining operations contributed $2.6 million and $1.3 million for the six month periods ended June 30, 2005 and 2004, respectively. The increases in earnings are due to higher productivity (140,000 more tons mined in 2005), improved yield and higher prices. Inventory levels were approximately $2.5 million higher than 2004 due to a delay in rail shipments in the first and second quarter and should return to normal levels by yearend.

Synfuel-related results of $3.4 million and $6.5 million for the quarter and six months of 2005, which include earnings from Pace Carbon and synfuel processing fees earned by Fuels, increased $0.1 million and $0.3 million for the quarter and year-to-date. These increases reflect higher production of synthetic fuel produced by Pace Carbon as the result of the relocation of a previously underperforming plant, offset by lower synfuel processing fees at Fuels.

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.

Utility Infrastructure Services’ contributed earnings of $0.5 million for three month periods ended June 30, 2005 and 2004 and incurred losses of $(0.5) million and $(0.1) million for the six month periods in 2005 and 2004, respectively. The year-to-date results were impacted by weather during the first quarter of 2005 that delayed construction projects.

Other Businesses

The Other Businesses Group includes a variety of operations and investments including investments in Broadband and Haddington Energy. Broadband invests in communication services, such as cable television, high-speed internet, and advanced local and long distance phone services.

For the three months ended June 30, 2005, Other Businesses reported a loss of $(0.2) million, compared to a loss of $(4.6) million in 2004. For the six months ended June 30, 2005, Other Businesses reported a loss of $(0.7) million, compared to a loss of $(4.0) million in 2004. The smaller losses incurred in 2005 result principally from the 2004 write-down of the company’s broadband investments and the net loss on transactions in 2004 that involved the company’s investment in the Haddington Energy partnerships.

In 2004, the company recorded broadband-related impairment charges totaling $(6.0) million after tax, of which $(4.5) million was reflected in the first quarter and $(1.5) million was recorded in the second quarter.

In addition, the 2004 second quarter includes a $(3.5) million after tax write-down of an investment held by Haddington Energy. The first quarter of 2004 includes an after tax gain of $5.3 million relating to the sale of an investment held by Haddington Energy. In total, the net loss from these transactions decreased 2004 results by $(5.0) million during the second quarter and $(4.2) million during the six month period.

Please SEE ATTACHED unaudited schedules for additional financial information

Live Webcast on July 29, 2005

Vectren management will discuss second quarter 2005 earnings results and provide an outlook for 2005 during a conference call for analysts scheduled at 9:00 a.m. EDT (8:00 CDT), Friday, July 29, 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 “Q2 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 ContactSteven M. Schein, (812) 491-4209, sschein@vectren.com

Media ContactJeffrey W. Whiteside, (812) 491-4205, jwhiteside@vectren.com

###

EX-99.2

Ex 99.2

VECTREN CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(Millions, except per share amounts)
(Unaudited)
	Three Months						Six Months
	Ended June 30						Ended June 30
	2005			2004			2005		2004
OPERATING REVENUES:
Gas utility	$	186.0		$	154.1		$	702.7	$	659.3
Electric utility		96.9			89.1			191.6		177.9
Energy services and other		43.3			33.5			109.1		84.9
Total operating revenues		326.2			276.7			1,003.4		922.1
OPERATING EXPENSES:
Cost of gas sold		116.3			97.0			487.2		462.7
Fuel for electric generation		29.4			23.8			56.3		46.6
Purchased electric energy		3.6			6.8			5.9		11.2
Cost of energy services and other		31.4			23.1			83.0		63.1
Other operating		65.8			60.0			136.9		131.2
Depreciation and amortization		38.5			34.9			75.6		67.4
Taxes other than income taxes		12.0			10.7			34.1		33.4
Total operating expenses		297.0			256.3			879.0		815.6
OPERATING INCOME		29.2			20.4			124.4		106.5
OTHER INCOME:
Equity in earnings of unconsolidated affiliates		0.7			(4.9	)		7.1		12.0
Other - net		1.6			1.8			4.0		(1.4	)
Total other income		2.3			(3.1	)		11.1		10.6
INTEREST EXPENSE		19.7			18.8			39.8		38.1
INCOME BEFORE INCOME TAXES		11.8			(1.5	)		95.7		79.0
INCOME TAXES		(1.6	)		(4.8	)		26.2		20.9
NET INCOME	$	13.4		$	3.3		$	69.5	$	58.1
AVERAGE COMMON SHARES OUTSTANDING		75.6			75.6			75.6		75.5
DILUTED COMMON SHARES OUTSTANDING		76.1			75.8			76.2		75.9
EARNINGS PER SHARE OF COMMON STOCK
BASIC	$	0.18		$	0.04		$	0.92	$	0.77
DILUTED	$	0.18		$	0.04		$	0.91	$	0.77

VECTREN CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Millions - Unaudited)
		June 30,			December 31,
		2005			2004
ASSETS
Current Assets
Cash & cash equivalents	$	9.5		$	9.6
Accounts receivable - less reserves of $2.4 &
$2.0, respectively		103.7			173.5
Accrued unbilled revenues		47.1			176.6
Inventories		65.5			67.6
Recoverable fuel & natural gas costs		2.4			17.7
Prepayments & other current assets		102.6			141.3
Total current assets		330.8			586.3
Utility Plant
Original cost		3,524.6			3,465.2
Less: accumulated depreciation & amortization		1,343.0			1,309.0
Net utility plant		2,181.6			2,156.2
Investments in unconsolidated affiliates		195.5			180.0
Other investments		115.6			115.1
Non-utility property - net		244.3			229.2
Goodwill - net		207.1			207.1
Regulatory assets		87.5			82.5
Other assets		29.6			30.5
TOTAL ASSETS	$	3,392.0		$	3,586.9
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	61.2		$	123.8
Accounts payable to affiliated companies		61.8			109.3
Refundable fuel & natural gas costs		21.8			6.3
Accrued liabilities		133.5			125.8
Short-term borrowings		252.9			412.4
Current maturities of long-term debt		38.6			38.5
Long-term debt subject to tender		-			10.0
Total current liabilities		569.8			826.1
Long-term Debt - Net of Current Maturities &Debt Subject to Tender		1,026.8			1,016.6
Deferred Income Taxes & Other Liabilities
Deferred income taxes		239.6			234.0
Regulatory liabilities & other removal costs		260.7			251.7
Deferred credits & other liabilities		168.5			163.2
Total deferred credits & other liabilities		668.8			648.9
Minority Interest in Subsidiary		0.4			0.4
Cumulative, Redeemable Preferred Stock of a Subsidiary		-			0.1
Common Shareholders' Equity
Common stock (no par value) – issued & outstanding
76.1 and 75.9 shares, respectively		528.6			526.8
Retained earnings		607.3			583.0
Accumulated other comprehensive loss		(9.7	)		(15.0	)
Total common shareholders' equity		1,126.2			1,094.8
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY	$	3,392.0		$	3,586.9

VECTREN CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions - Unaudited)
		Six Months
		Ended June 30,
		2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	69.5		$	58.1
Adjustments to reconcile net income to cash from operating activities:
Depreciation & amortization		75.6			67.4
Deferred income taxes & investment tax credits		(0.1	)		10.1
Equity in earnings of unconsolidated affiliates		(7.1	)		(12.0	)
Net unrealized (gain) on derivative instruments		(2.8	)		(0.8	)
Pension & postretirement periodic benefit cost		9.0			8.3
Other non-cash charges - net		12.0			13.3
Changes in working capital accounts:
Accounts receivable & accrued unbilled revenue		189.7			119.2
Inventories		2.1			14.6
Recoverable fuel & natural gas costs		30.8			(1.6	)
Prepayments & other current assets		39.9			45.3
Accounts payable, including to affiliated companies		(110.1	)		(37.8	)
Accrued liabilities		11.9			6.7
Changes in noncurrent assets		(3.3	)		(5.1	)
Changes in noncurrent liabilities		(9.3	)		(5.6	)
Net cash flows from operating activities		307.8			280.1
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock option exercises & other stock plans		-			3.9
Requirements for:
Dividends on common stock		(45.2	)		(43.0	)
Redemption of preferred stock of subsidiary		(0.1	)		(0.1	)
Net change in short-term borrowings		(159.5	)		(149.4	)
Net cash flows from financing activities		(204.8	)		(188.6	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from:
Unconsolidated affiliate distributions		7.2			21.0
Notes receivable & other collections		0.8			1.0
Requirements for:
Capital expenditures, excluding AFUDC equity		(104.3	)		(111.3	)
Unconsolidated affiliate investments		(6.8	)		(9.0	)
Net cash flows from investing activities		(103.1	)		(98.3	)
Net decrease in cash & cash equivalents		(0.1	)		(6.8	)
Cash & cash equivalents at beginning of period		9.6			15.3
Cash & cash equivalents at end of period	$	9.5		$	8.5

VECTREN CORPORATION
AND SUBSIDIARY COMPANIES
HIGHLIGHTS
(millions, except per share amounts)
(Unaudited)
	Three Months						Six Months
	Ended June 30						Ended June 30
	2005			2004			2005			2004
REPORTED EARNINGS:
Utility Group	$	7.8		$	2.8		$	55.9		$	47.4
Non-regulated Group
Energy Marketing and Services		0.7			0.9			6.7			7.9
Mining		1.3			0.6			2.6			1.3
Synfuels related		3.4			3.3			6.5			6.2
Total Coal Mining		4.7			3.9			9.1			7.5
Utility Infrastructure Services		0.5			0.5			(0.5	)		(0.1	)
Other Businesses		(0.2	)		(4.6	)		(0.7	)		(4.0	)
Total Non-regulated Group		5.7			0.7			14.6			11.3
Corporate and Other		(0.1	)		(0.2	)		(1.0	)		(0.6	)
Vectren Consolidated	$	13.4		$	3.3		$	69.5		$	58.1

VECTREN UTILITY HOLDINGS
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(Millions, except per share amounts)
(Unaudited)
	Three Months				Six Months
	Ended June 30				Ended June 30
	2005		2004		2005		2004
OPERATING REVENUES:
Gas utility	$	186.0	$	154.1	$	702.7	$	659.3
Electric utility		96.9		89.1		191.6		177.9
Other		0.1		0.2		0.3		0.5
Total operating revenues		283.0		243.4		894.6		837.7
OPERATING EXPENSES:
Cost of gas sold		116.3		97.0		487.2		462.7
Fuel for electric generation		29.4		23.8		56.3		46.6
Purchased electric energy		3.6		6.8		5.9		11.2
Other operating		59.2		53.7		120.8		115.7
Depreciation and amortization		34.5		31.8		67.9		61.5
Taxes other than income taxes		11.7		10.4		33.5		32.7
Total operating expenses		254.7		223.5		771.6		730.4
OPERATING INCOME		28.3		19.9		123.0		107.3
OTHER INCOME (EXPENSE):
Equity in earnings of unconsolidated affiliates		-		0.1		-		0.2
Other - net		1.1		1.4		3.3		3.2
Total other income		1.1		1.5		3.3		3.4
INTEREST EXPENSE		16.4		16.5		33.3		33.4
INCOME BEFORE INCOME TAXES		13.0		4.9		93.0		77.3
INCOME TAXES		5.2		2.1		37.1		29.9
NET INCOME	$	7.8	$	2.8	$	55.9	$	47.4

VECTREN CORPORATION
AND SUBSIDIARY COMPANIES
SELECTED GAS DISTRIBUTION
OPERATING STATISTICS
(Unaudited)
	Three Months						Six Months
	Ended June 30						Ended June 30
	2005			2004			2005			2004
GAS OPERATING REVENUES (Millions):
Residential	$	120.4		$	98.8		$	468.9		$	442.4
Commercial		48.1			43.0			194.7			185.1
Industrial		12.7			10.9			31.7			29.0
Miscellaneous Revenue		4.8			1.4			7.4			2.8
	$	186.0		$	154.1		$	702.7		$	659.3
GAS MARGIN (Millions):
Residential	$	45.2		$	36.0		$	140.0		$	127.8
Commercial		12.7			10.1			45.6			41.6
Industrial		9.7			9.2			25.3			24.1
Miscellaneous		2.1			1.8			4.6			3.1
	$	69.7		$	57.1		$	215.5		$	196.6
GAS SOLD & TRANSPORTED (MMDth):
Residential		9.2			8.5			47.6			49.9
Commercial		4.3			4.3			20.9			22.0
Industrial		19.2			17.9			46.0			45.3
		32.7			30.7			114.5			117.2
AVERAGE GAS CUSTOMERS
Residential		885,954			876,405			893,186			883,990
Commercial		82,870			81,590			83,586			82,484
Industrial		1,635			1,569			1,606			1,568
		970,459			959,564			978,378			968,042
YTD WEATHER AS A PERCENT OF NORMAL:
Heating Degree Days		88	%		73	%		92	%		92	%

VECTREN CORPORATION
AND SUBSIDIARY COMPANIES
SELECTED ELECTRIC
OPERATING STATISTICS
(Unaudited)
	Three Months						Six Months
	Ended June 30						Ended June 30
	2005			2004			2005			2004
ELECTRIC OPERATING REVENUES (Millions):
Residential	$	29.7		$	29.4		$	58.1		$	56.7
Commercial		23.7			22.6			44.0			41.5
Industrial		29.8			27.3			55.8			52.2
Municipals		6.6			6.0			12.2			11.4
Miscellaneous Revenue		1.5			3.0			2.4			6.6
Total Retail		91.3			88.3			172.5			168.4
Net Wholesale Revenues		5.6			0.8			19.1			9.5
	$	96.9		$	89.1		$	191.6		$	177.9
ELECTRIC MARGIN (Millions):
Residential	$	22.9		$	23.2		$	45.0		$	44.4
Commercial		16.8			16.3			31.8			30.3
Industrial		16.3			16.1			31.6			30.6
Municipals		3.5			3.5			6.8			6.6
Miscellaneous		1.6			1.2			2.4			2.9
Total Retail		61.1			60.3			117.6			114.8
Net Wholesale Margin		2.8			(1.8	)		11.8			5.3
	$	63.9		$	58.5		$	129.4		$	120.1
ELECTRICITY SOLD (GWh):
Residential		329.0			361.1			691.3			737.1
Commercial		336.5			354.1			640.1			649.7
Industrial		651.1			635.9			1,270.0			1,258.5
Municipals		169.4			158.0			319.0			310.2
Miscellaneous Sales		4.3			54.2			9.1			107.5
Total Retail		1,490.3			1,563.3			2,929.5			3,063.0
Wholesale		632.9			593.8			1,696.9			1,105.1
		2,123.2			2,157.1			4,626.4			4,168.1
AVERAGE ELECTRIC CUSTOMERS
Residential		119,720			118,723			119,776			118,830
Commercial		18,695			18,446			18,661			18,417
Industrial		107			107			106			106
All Others		55			21			55			21
		138,577			137,297			138,598			137,374
YTD WEATHER AS A PERCENT OF NORMAL:
Heating Degree Days		88	%		73	%		92	%		92	%
Cooling Degree Days		93	%		120	%		92	%		120	%

EX-99.3

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:

·   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.

·   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 our business, financial condition or liquidity resulting from achange 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.

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.