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 22, 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

Included herein is certain financial information related to Southern Indiana Gas & Electric Company (SIGECO), a wholly owned subsidiary of Vectren Utility Holdings, Inc. (Utility Holdings). Utility Holdings is a wholly owned subsidiary of Vectren Corporation (the Company).

The SIGECO financial information includes Balance Sheet data as of September 30, 2005 and December 31, 2004, Statement of Income data for the three and nine months ended September 30, 2005 and 2004, Statement of Cash Flows data for the nine months ended September 30, 2005 and 2004, and segment and other information. This unaudited financial information is not and should not be considered a complete set of financial statements prepared in accordance with accounting principles generally accepted in the United States. Such information will be included in Appendix B to a Reoffering Circular relating to 1998 Series A and 1998 Series C Pollution Control Refunding Revenue Bonds (Southern Indiana Gas and Electric Company Project). The information is included as Exhibit 99.1 to this Current Report on Form 8-K. Because of the seasonal nature of SIGECO’s utility operations, the results shown on a quarterly basis are not necessarily indicative of annual results.

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 Utility Holdings and SIGECO, 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Unaudited SIGECO Financial Information for the Three and Nine Month Periods Ended September 30, 2005 and 2004 Included in Appendix B to Reoffering Circular relating to 1998 Series A and C Pollution Control Refunding Revenue Bonds (Southern Indiana Gas and Electric Company Project)
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

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.

VECTREN CORPORATION                    VECTREN UTILITY HOLDINGS, INC.
February 22, 2006
	By: /s/ M. Susan Hardwick
	M. Susan Hardwick
	Vice President and Controller

3

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Unaudited SIGECO Financial Information for the Three and Nine Month Periods Ended September 30, 2005 and 2004 Included in Appendix B to Reoffering Circular relating to 1998 Series A and C Pollution Control Refunding Revenue Bonds (Southern Indiana Gas and Electric Company Project)
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

Ex. 99.1

The interim financial statements of Southern Indiana Gas & Electric Company (SIGECO, Vectren South, or the Company) included in this report have been prepared, without audit. The Company believes that the information in these interim financial statements reflects all adjustments necessary to fairly state the results of the periods reported. These interim financial statements should be read in conjunction with the Company’s audited annual financial statements for the year ended December 31, 2004, filed on Form 8-K on April 7, 2005, under Vectren Corporation (Vectren) and Vectren Utility Holdings, Inc. (Utility Holdings), the parent companies of SIGECO, as well as the interim consolidated financial statements filed on Form(s) 10-Q for the period ended September 30, 2005, for Vectren, filed on November 3, 2005 and Utility Holdings, filed on November 10, 2005. Vectren and Utility Holdings make available their Securities and Exchange Commission filings and recent annual reports free of charge through Vectren’s website at www.vectren.com. Because of the seasonal nature of the Company’s utility operations, the results shown on a quarterly basis are not necessarily indicative of annual results.

Frequently Used Terms

AFUDC: allowance for funds used during construction	MMBTU: millions of British thermal units
APB: Accounting Principles Board	MW: megawatts
EITF: Emerging Issues Task Force	MWh / GWh: megawatt hours / thousands of megawatt hours (gigawatt hours)
FASB: Financial Accounting Standards Board	NOx: nitrogen oxide
FERC: Federal Energy Regulatory Commission	OUCC: Indiana Office of the Utility Consumer Counselor
IDEM: Indiana Department of Environmental Management	SFAS: Statement of Financial Accounting Standards
IURC: Indiana Utility Regulatory Commission	USEPA: United States Environmental Protection Agency
MCF / MMCF / BCF: thousands / millions / billions of cubic feet	Throughput: combined gas sales and gas transportation volumes
MDth / MMDth: thousands / millions of dekatherms

FINANCIAL STATEMENTS

SOUTHERN INDIANA GAS & ELECTRIC COMPANY

CONDENSED BALANCE SHEETS

(Unaudited - In thousands)

	September 30,		December 31,
	2005		2004
ASSETS
Utility Plant
Original cost	$	1,858,474	$	1,804,843
Less: accumulated depreciation & amortization		788,033		761,256
Net utility plant		1,070,441		1,043,587
Current Assets
Cash & cash equivalents		1,501		1,777
Accounts receivable - less reserves of $1,020 &
$1,148, respectively		42,524		55,109
Receivables due from other Vectren companies		22		1,547
Accrued unbilled revenues		21,045		36,402
Inventories		47,696		36,599
Recoverable fuel & natural gas costs		14,562		-
Prepayments & other current assets		12,402		7,376
Total current assets		139,752		138,810
Investment in unconsolidated affiliates		150		150
Other investments		9,771		9,481
Non-utility property - net		3,417		3,568
Goodwill		5,557		5,557
Regulatory assets		54,735		50,239
Other assets		410		85
TOTAL ASSETS	$	1,284,233	$	1,251,477

2

SOUTHERN INDIANA GAS & ELECTRIC COMPANY

CONDENSED BALANCE SHEETS

(Unaudited - In thousands)

	September 30,		December 31,
	2005		2004
LIABILITIES & SHAREHOLDER'S EQUITY
Capitalization
Common Shareholder's Equity
Common stock (no par value)	$	253,263	$	128,263
Retained earnings		273,849		265,935
Total common shareholder's equity		527,112		394,198
Cumulative, redeemable preferred stock		-		112
Long-term debt payable to third parties - net of current
maturities & debt subject to tender		226,113		226,028
Long-term debt payable to Utility Holdings		148,465		148,484
Total capitalization		901,690		768,822
Current Liabilities
Accounts payable		20,181		37,159
Accounts payable to affiliated companies		8,838		11,266
Payables to other Vectren companies		11,911		9,929
Refundable fuel & natural gas costs		-		6,322
Accrued liabilities		39,948		31,481
Short-term borrowings		-		339
Short-term borrowings payable to Utility Holdings		72,043		170,171
Total current liabilities		152,921		266,667
Deferred Income Taxes & Other Liabilities
Deferred income taxes		130,513		121,917
Regulatory liabilities		54,186		51,439
Deferred credits & other liabilities		44,923		42,632
Total deferred credits & other liabilities		229,622		215,988
TOTAL LIABILITIES & SHAREHOLDER'S EQUITY	$	1,284,233	$	1,251,477

3

SOUTHERN INDIANA GAS & ELECTRIC COMPANY

CONDENSED STATEMENTS OF INCOME

(Unaudited - In thousands)

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2005		2004		2005		2004
OPERATING REVENUES
Electric utility	$	128,678	$	102,339	$	320,289	$	280,197
Gas utility		14,406		12,283		80,938		75,850
Total operating revenues		143,084		114,622		401,227		356,047
COST OF OPERATING REVENUES
Fuel for electric generation		39,325		25,773		95,620		72,409
Purchased electric energy		8,756		5,344		14,688		16,578
Cost of gas sold		8,292		6,379		54,658		54,142
Total cost of operating revenues		56,373		37,496		164,966		143,129
TOTAL OPERATING MARGIN		86,711		77,126		236,261		212,918
OPERATING EXPENSES
Other operating		30,222		26,873		90,765		87,069
Depreciation & amortization		16,153		14,305		45,841		44,011
Income taxes		11,825		10,536		28,120		21,838
Taxes other than income taxes		3,642		3,151		10,283		9,705
Total operating expenses		61,842		54,865		175,009		162,623
OPERATING INCOME		24,869		22,261		61,252		50,295
Other income-net		670		883		1,704		2,605
Interest expense		7,463		6,398		21,229		18,883
NET INCOME		18,076		16,746		41,727		34,017
Preferred stock dividends		-		2		4		11
NET INCOME APPLICABLE TO
COMMON SHAREHOLDER	$	18,076	$	16,744	$	41,723	$	34,006

4

SOUTHERN INDIANA GAS & ELECTRIC COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited - In thousands)

	Nine Months Ended September 30,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES	$	75,343		$	96,374
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Long-term debt payable to parent		-			61,900
Additional capital contribution by parent		125,000			25,000
Requirements for:
Dividends to parent		(33,808	)		(33,115	)
Retirement of long-term debt		-			(68,438	)
Redemption of preferred stock		(112	)		(116	)
Dividends on preferred stock		(4	)		(18	)
Other financing costs		(55	)		(1,744	)
Net change in short-term borrowings		(98,466	)		3,703
Net cash flows from financing activities		(7,445	)		(12,828	)
CASH FLOWS FROM INVESTING ACTIVITIES
Requirements for capital expenditures,
excluding AFUDC equity		(68,174	)		(84,452	)
Net cash flows from investing activities		(68,174	)		(84,452	)
Net increase in cash & cash equivalents		(276	)		(906	)
Cash & cash equivalents at beginning of period		1,777			2,145
Cash & cash equivalents at end of period	$	1,501		$	1,239

5

SEGMENT INFORMATION

Information related to the Company’s business segments is summarized below:

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
(In thousands)	2005		2004		2005		2004
Revenues
Electric Utility Services	$	128,678	$	102,339	$	320,289	$	280,197
Gas Utility Services		14,406		12,283		80,938		75,850
Total Revenues	$	143,084	$	114,622	$	401,227	$	356,047
Profitability Measure
Operating Income
Electric Utility Services	$	24,708	$	21,307	$	56,493	$	48,989
Gas Utility Services		161		954		4,759		1,306
Total Operating Income	$	24,869	$	22,261	$	61,252	$	50,295

6

RESULTS OF OPERATIONS

Executive Summary of Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and notes thereto and the quarterly reports filed on Form 10-Q of both Vectren and Vectren Utility Holdings, Inc.

Earnings for the third quarter of 2005 were $18.1 million compared to $16.7 million for the same quarter last year. The $1.4 million increase was primarily due to the recovery of NOx related environmental expenditures and weather, offset by lower wholesale power marketing margins. Earnings were $41.7 million for the nine months ended September 30, 2005, compared to $34.0 million in the prior year. The $7.7 million increase was primarily due to the recovery of NOx related environmental expenditures, increased margins from wholesale power marketing activities, higher gas base rates and weather, partially offset by higher operating and depreciation expense. The Company estimates that weather favorably impacted third quarter earnings by $2.9 million after tax and year-to-date earnings by $1.8 million after tax, compared to last year. As compared to normal, weather decreased earnings an estimated $0.1 million after tax in the quarter and $0.8 million after tax in the year-to date period.

The Company generates revenue primarily from the delivery of natural gas and electric service to its customers. The primary source of cash flow results from the collection of customer bills and the payment for goods and services procured for the delivery of gas and electric services. The results are impacted by weather patterns in its service territory and general economic conditions both in its service territory as well as nationally.

Vectren has in place a disclosure committee that consists of senior management as well as financial management. The committee is actively involved in the preparation and review of SIGECO’s parent companies’ SEC filings.

Significant Fluctuations

Margin

Margin generated from the sale of natural gas and electricity to residential and commercial customers is seasonal and impacted by weather patterns in the Company’s service territory. Margin generated from sales to large customers (generally industrial, other contract, and firm wholesale customers) is impacted primarily by overall economic conditions. Margin is also impacted by the collection of state mandated taxes, which fluctuate with gas costs, and is also impacted by some level of price sensitivity in volumes sold. Electric generating asset optimization activities are primarily affected by market conditions, the level of excess generating capacity, and electric transmission availability. Following is a discussion and analysis of margin generated from regulated utility operations.

Electric Utility Margin (Electric Utility Revenues less Fuel for Electric Generation and Purchased Electric Energy)

Electric Utility margin by revenue type follows:

		Three Months				Nine Months
	Ended September 30,					Ended September 30,
(In thousands)		2005		2004		2005		2004
Residential & commercial		$	54,268	$	45,458	$	131,173	$	120,169
Industrial			17,945		16,872		49,557		47,487
Municipalities & other			5,055		4,571		14,164		13,933
Total retail & firm wholesale			77,268		66,901		194,894		181,589
Asset optimization			3,329		4,321		15,087		9,621
Total electric utility margin		$	80,597	$	71,222	$	209,981	$	191,210

Retail & Firm Wholesale Margin

Electric retail and firm wholesale utility margins were $77.3 million and $194.9 million for the three and nine months ended September 30, 2005. This represents an increase over the prior year periods of $10.4 million and $13.3 million, respectively. The recovery of pollution control related investments and associated operating expenses and related depreciation increased margins $5.4 million quarter over quarter and $11.5 million for the nine month period. Cooling weather for the quarter and nine months ended was 14% and 7% warmer than normal, respectively. Cooling weather, compared to last year, was 50% and 19% warmer for the three and nine months ended September 30, 2005, respectively. The estimated increase in margins due to weather was $5.0 million and $3.2 million for the three and nine month periods, respectively, compared to the prior year. Retail residential and commercial volumes sold increased 15 percent during the quarter and 3 percent for the nine month period. Industrial volumes sold increased 5 percent during the quarter and 2 percent for the nine month period. During the nine months ended September 30, 2005, volumes sold to residential, commercial, and industrial customers were 4,738.4 GWh compared to 4,596.1 GWh in 2004.

7

Margin from Asset Optimization Activities

Periodically, generation capacity is in excess of that needed to serve native load and firm wholesale customers. The Company markets this unutilized capacity to optimize the return on its owned generation assets. Substantially all of the margin from these activities is generated from contracts that are integrated with portfolio requirements around power supply and delivery and are short-term purchase and sale transactions that expose the Company to limited market risk.

Following is a reconciliation of asset optimization activity:

		Three Months						Nine Months
	Ended September 30,							Ended September 30,
(In thousands)		2005			2004			2005			2004
Beginning of Period Net Balance Sheet Position		$	3,173		$	2,181		$	(626	)	$	(424	)
Statement of Income Activity
Net mark-to-market (losses) gains			(1,311	)		(1,766	)		1,443			(992	)
Net realized gains			4,640			6,087			13,644			10,613
Asset optimization margin			3,329			4,321			15,087			9,621
Net cash paid (received) & other adjustments			(4,906	)		(6,741	)		(12,865	)		(9,436	)
End of Period Net Balance Sheet Position		$	1,596		$	(239	)	$	1,596		$	(239	)

For the three and nine month periods ended September 30, 2005, net asset optimization margins were $3.3 million and $15.1 million, which represents a decrease for the quarter of $1.0 million and a year-to-date increase of $5.5 million, as compared to 2004. Increased retail load experienced during the three months ended September 30, 2005, reduced available wholesale capacity. The increase in year-to-date 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.

Gas Utility Margin (Gas Utility Revenues less Cost of Gas Sold)

Gas Utility margin and throughput by customer type follows:

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In thousands)		2005			2003		2004		2003
Residential & commercial		$	5,051		$	4,906	$	20,956	$	19,189
Industrial			1,157			951		3,634		2,958
Other			(94	)		47		1,690		(439	)
Total gas utility margin		$	6,114		$	5,904	$	26,280	$	21,708
Volumes in MDth:
Sold to residential & commercial customers			863			787		7,531		8,270
Sold & transported to industrial customers			4,239			3,921		13,890		13,264
Total throughput			5,102			4,708		21,421		21,534

8

Gas utility margins were $6.1 million and $26.3 million for the three and nine months ended September 30, 2005. Gas utility margin in the third quarter, a non-heating base load usage quarter, was generally flat year over year while year-to-date margin increased $4.6 million or 17%, compared to last year. The year-to-date increase was primarily due to higher base rates and lower unaccounted for gas. Gas sold and transported volumes decreased slightly in the nine months ended September 30, 2005, compared to the prior year. The average cost per dekatherm of gas purchased for the nine months ended September 30, 2005, was $7.19 compared to $6.09 in 2004.

Operating Expenses

Other operating

For the three and nine months ended September 30, 2005, other operating expenses increased $3.3 million and $3.7 million, respectively, compared to 2004. The increases are primarily attributable to compensation and benefit costs increases, including allocated performance and share-based compensation, and amortization of rate case expenses. For the quarter, NOx-related operating expenses increased $0.3 million and, for the nine months, NOx related operating expenses decreased $0.3 million compared to last year.

Depreciation & amortization

For the three and nine months ended September 30, 2005, depreciation and amortization expenses increased $1.8 million, compared to 2004. In addition to depreciation on additions to plant in service, the increase was primarily due to incremental depreciation expense of $1.5 million for the quarter and $4.5 million for the year to date period, respectively, associated with environmental compliance equipment additions. Year-to-date 2004 also includes $3.6 million of additional depreciation resulting from a true-up of demand side management amortization to existing regulatory orders.

Taxes other than income taxes

For the three and nine months ended September 30, 2004, taxes other than income taxes increased $0.5 million and $0.6 million, respectively, compared to 2003. The quarter and year-to-date increases are primarily attributable to higher utility receipts taxes on higher electric sales, compared to the prior year.

Income Taxes

For the three and nine months ended September 30, 2005, Federal and state income taxes increased $1.3 million and $6.3 million, respectively, primarily due to higher pre-tax income.

Total Other Income - Net

For the three and nine months ended September 30, 2005, total other income decreased $0.2 million and $0.9 million, respectively, compared to 2004, primarily due to lower levels of AFUDC. AFUDC is lower due to the higher levels of capital expenditures during 2004 compared to 2005.

Interest Expense

Interest expense for the three and nine months ended September 30, 2005 increased $1.1 million and $2.3 million, respectively, compared to 2004, primarily due to higher outstanding debt balances.

Equity Infusion

In September2005, the Company’s parent, Utility Holdings, increased its ownership equity in SIGECO by $125 million. SIGECO used the additional capital to reduce its intercompany short-term borrowings.

9

SELECTED ELECTRIC OPERATING STATISTICS

SIGECO ELECTRIC
SELECTED ELECTRIC UTILITY
OPERATING STATISTICS
(Unaudited)
	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2005			2004			2005			2004
OPERATING REVENUES (In thousands):
Residential	$	48,114		$	35,782		$	106,206		$	92,511
Commercial		28,096			23,405			72,075			64,850
Industrial		34,138			27,950			89,899			80,165
Misc. Revenue		1,921			2,375			4,436			9,090
Total System		112,269			89,512			272,616			246,616
Municipals		7,720			6,937			19,957			18,357
Other Wholesale		8,708			5,916			27,778			15,287
	$	128,697		$	102,365		$	320,351		$	280,260
MARGIN (In thousands):
Residential	$	35,532		$	28,307		$	80,592		$	72,692
Commercial		18,736			17,151			50,581			47,477
Industrial		17,945			16,872			49,557			47,487
Misc. Revenue		1,816			353			4,171			3,161
Total System		74,029			62,683			184,901			170,817
Municipals		3,240			4,218			9,993			10,772
Other Wholesale		3,328			4,321			15,087			9,622
	$	80,597		$	71,222		$	209,981		$	191,211
ELECTRIC SALES (In MWh):
Residential		536,782			442,342			1,228,108			1,179,429
Commercial		395,730			368,656			1,035,863			1,018,308
Industrial		684,989			653,113			1,954,939			1,911,639
Misc. Sales		4,714			55,607			13,787			163,113
Total System		1,622,215			1,519,718			4,232,697			4,272,489
Municipals		200,451			176,549			519,471			486,761
Other Wholesale		727,061			1,231,131			2,423,947			2,336,245
		2,549,727			2,927,398			7,176,115			7,095,495
AVERAGE CUSTOMERS:
Residential		120,077			118,830			119,877			118,830
Commercial		18,718			18,478			18,680			18,437
Industrial		106			106			106			106
All others		54			21			55			21
		138,955			137,435			138,718			137,394
WEATHER AS A % OF NORMAL:
Cooling Degree Days		114	%		76	%		107	%		90	%

10

SELECTED GAS OPERATING STATISTICS

SIGECO GAS
SELECTED UTILITY
OPERATING STATISTICS
(Unaudited)
	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2005			2004			2005			2004
OPERATING REVENUES (In thousands):
Residential	$	7,884		$	6,683		$	50,584		$	49,252
Commercial		5,777			4,739			25,685			24,555
Contract		1,158			952			3,635			2,959
Misc. Revenue		(414	)		(91	)		1,034			(916	)
	$	14,405		$	12,283		$	80,938		$	75,850
MARGIN (In thousands):
Residential	$	3,789		$	3,662		$	15,660		$	14,462
Commercial		1,262			1,244			5,296			4,727
Contract		1,157			951			3,634			2,958
Misc. Revenue		(94	)		47			1,690			(439	)
	$	6,114		$	5,904		$	26,280		$	21,708
GAS SOLD & TRANSPORTED (In MDth):
Residential		410			365			4,795			5,361
Commercial		453			422			2,736			2,909
Contract		4,239			3,921			13,890			13,264
		5,102			4,708			21,421			21,534
AVERAGE CUSTOMERS:
Residential		100,021			99,452			100,762			100,341
Commercial		10,232			10,061			10,338			10,204
Contract		74			68			73			68
		110,327			109,581			111,173			110,613
WEATHER AS A % OF NORMAL:
Heating Degree Days		35	%		41	%		89	%		92	%

EX-99.2

Ex 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.

·    Direct or indirect effects on the Company’s 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.

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.