-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DqRfZ8OLeKAW5qhXYpWQ+ZaagtH7fPtFCdLsg5sgSulUR3LEXaCTXl9FYtdH5YWW i82kCX5LYansSehttSxAsA== 0001096385-03-000053.txt : 20030515 0001096385-03-000053.hdr.sgml : 20030515 20030515111906 ACCESSION NUMBER: 0001096385-03-000053 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN UTILITY HOLDINGS INC CENTRAL INDEX KEY: 0001129542 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352104850 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-16739 FILM NUMBER: 03701942 BUSINESS ADDRESS: STREET 1: 20 NW 4TH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 10-Q 1 vuhi-10q_mar03.txt VECTREN UTILITY HOLDINGS 1ST QTR 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ Commission file number: 1-15467 VECTREN UTILITY HOLDINGS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) INDIANA 35-2104850 - ---------------------------------------------- ------------------- (State or other jurisdiction of incorporation (IRS Employer or organization) Identification No.) 20 N.W. 4th Street, Evansville, Indiana, 47708 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) 812-491-4000 ------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No __ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes __ No |X| Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock- Without Par Value 10 May 1, 2003 ------------------------------- ---------------- ----------- Class Number of Shares Date Table of Contents Item Page Number Number PART I. FINANCIAL INFORMATION 1 Financial Statements (Unaudited) Vectren Utility Holdings, Inc. and Subsidiary Companies Consolidated Condensed Balance Sheets 1-2 Consolidated Condensed Statements of Income 3 Consolidated Condensed Statements of Cash Flows 4 Notes to Unaudited Consolidated Condensed Financial Statements 5-15 2 Management's Discussion and Analysis of Results of Operations and Financial Condition 16-25 3 Quantitative and Qualitative Disclosures About Market Risk 25 4 Controls and Procedures 25-26 PART II. OTHER INFORMATION 1 Legal Proceedings 26 6 Exhibits and Reports on Form 8-K 26 Signatures 27 Certifications 28-30 Access to Information Vectren Corporation makes available all SEC filings and recent annual reports free of charge, including those of its wholly owned subsidiaries, through its website at www.vectren.com, or by request, directed to Investor Relations at the mailing address, phone number, or email address that follows: Mailing Address: Phone Number: Investor Relations Contact: P.O. Box 209 (812) 491-4000 Steven M. Schein Evansville, Indiana 47702-0209 Vice President, Investor Relations sschein@vectren.com Definitions AFUDC: allowance for funds used MMBTU: millions of British thermal units during construction APB: Accounting Principles Board MW: megawatts EITF: Emerging Issues Task Force MWh / GWh: megawatt hours / millions of megawatt hours (gigawatt hours) FASB: Financial Accounting NOx: nitrogen oxide Standards Board FERC: Federal Energy Regulatory OUCC: Indiana Office of the Utility Commission Consumer Counselor IDEM: Indiana Department of PUCO: Public Utilities Commission of Ohio Environmental Management IURC: Indiana Utility Regulatory SFAS: Statement of Financial Accounting Commission Standards MCF / BCF: millions / billions USEPA: United States Environmental of cubic feet Protection Agency MDth / MMDth: thousands /millions Throughput: combined gas sales and gas of dekatherms transportation volumes PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VECTREN UTILITY HOLDINGS, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited - In millions) March 31, December 31, 2003 2002 - ------------------------------------------------------------------------------- ASSETS As Restated, See Note 3 Current Assets Cash & cash equivalents $ 20.9 $ 10.5 Accounts receivable-less reserves of $4.1 & $5.5, respectively 183.8 131.9 Receivables due from other Vectren companies 23.4 56.3 Accrued unbilled revenues 80.2 112.7 Inventories 38.2 56.0 Recoverable fuel & natural gas costs 11.9 22.1 Prepayments & other current assets 19.6 86.5 - ------------------------------------------------------------------------------ Total current assets 378.0 476.0 - ------------------------------------------------------------------------------ Utility Plant Original cost 3,085.5 3,037.2 Less: accumulated depreciation & amortization 1,412.2 1,389.0 - ------------------------------------------------------------------------------ Net utility plant 1,673.3 1,648.2 - ------------------------------------------------------------------------------ Investments in unconsolidated affiliates 1.8 2.4 Other investments 20.1 21.9 Non-utility property-net 135.2 139.2 Goodwill-net 202.2 202.2 Regulatory assets 78.6 75.2 Other assets 4.3 5.3 - ------------------------------------------------------------------------------ TOTAL ASSETS $ 2,493.5 $ 2,570.4 ============================================================================== The accompanying notes are an integral part of these consolidated condensed financial statements. VECTREN UTILITY HOLDINGS, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited - In millions)
March 31, December 31, 2003 2002 - ------------------------------------------------------------------------------------ LIABILITIES & SHAREHOLDER'S EQUITY As Restated, See Note 3 Current Liabilities Accounts payable $ 30.6 $ 74.8 Accounts payable to affiliated companies 65.4 85.6 Accounts payable due to other Vectren companies 12.7 69.8 Accrued liabilities 139.6 83.2 Short-term borrowings 315.8 239.1 Short-term borrowings due to other Vectren companies - 86.9 Current maturities of long-term debt 1.0 39.8 Long-term debt subject to tender - 26.6 - ------------------------------------------------------------------------------------- Total current liabilities 565.1 705.8 - ------------------------------------------------------------------------------------- Long-term Debt-Net of Current Maturities & Debt Subject to Tender 867.8 841.2 Deferred Income Taxes & Other Liabilities Deferred income taxes 180.7 172.3 Deferred credits & other liabilities 81.8 82.2 - ------------------------------------------------------------------------------------- Total deferred credits & other liabilities 262.5 254.5 - ------------------------------------------------------------------------------------- Commitments & Contingencies (Notes 7, 8) Cumulative, Redeemable Preferred Stock of a Subsidiary 0.2 0.3 Common Shareholder's Equity Common stock (no par value) 385.7 385.7 Retained earnings 411.7 382.4 Accumulated other comprehensive income 0.5 0.5 - ------------------------------------------------------------------------------------- Total common shareholder's equity 797.9 768.6 - ------------------------------------------------------------------------------------- TOTAL LIABILITIES & SHAREHOLDER'S EQUITY $ 2,493.5 $ 2,570.4 =====================================================================================
The accompanying notes are an integral part of these consolidated condensed financial statements. VECTREN UTILITY HOLDINGS, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited - In millions) Three Months Ended March 31 - ----------------------------------------------------------------------------- 2003 2002 - ----------------------------------------------------------------------------- As Restated, See Note 3 OPERATING REVENUES Gas utility $ 509.5 $ 358.1 Electric utility 119.4 126.8 Other 0.2 0.1 - ----------------------------------------------------------------------------- Total operating revenues 629.1 485.0 - ----------------------------------------------------------------------------- OPERATING EXPENSES Cost of gas sold 365.1 230.5 Fuel for electric generation 20.8 17.8 Purchased electric energy 40.4 59.7 Other operating 56.6 51.3 Depreciation & amortization 28.8 26.8 Taxes other than income taxes 21.7 18.1 - ----------------------------------------------------------------------------- Total operating expenses 533.4 404.2 - ----------------------------------------------------------------------------- OPERATING INCOME 95.7 80.8 OTHER INCOME (EXPENSE) - NET Equity in losses of unconsolidated affiliates (0.5) (0.1) Other - net (1.5) 2.1 - ----------------------------------------------------------------------------- Total other income (expense) - net (2.0) 2.0 - ----------------------------------------------------------------------------- Interest expense 16.5 17.6 - ----------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 77.2 65.2 - ----------------------------------------------------------------------------- Income taxes 29.9 23.2 - ----------------------------------------------------------------------------- NET INCOME $ 47.3 $ 42.0 ============================================================================= The accompanying notes are an integral part of these consolidated condensed financial statements. VECTREN UTILITY HOLDINGS, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited - In millions)
Three Months Ended March 31, - ------------------------------------------------------------------------------------- 2003 2002 - ------------------------------------------------------------------------------------- As Restated, See Note 3 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 47.3 $ 42.0 Adjustments to reconcile net income to cash from operating activities: Depreciation & amortization 28.8 26.8 Deferred income taxes & investment tax credits 5.1 (0.2) Equity in losses (earnings) of unconsolidated affiliates 0.5 0.1 Net unrealized loss (gain) on derivative instruments (0.9) 2.9 Pension and postretirement expense 1.5 1.2 Other non-cash charges- net 5.7 0.5 Changes in working capital accounts: Accounts receivable, including to Vectren companies & accrued unbilled revenue 9.8 (36.0) Inventories 17.8 14.2 Recoverable fuel & natural gas costs 10.2 21.7 Prepayments & other current assets 68.2 63.2 Accounts payable, including to Vectren companies & affiliated companies (121.5) (43.9) Accrued liabilities 57.2 80.2 Changes in other noncurrent assets (0.4) 0.2 Changes in other noncurrent liabilities (1.4) 0.5 - ------------------------------------------------------------------------------------- Net cash flows from operating activities 127.9 173.4 - ------------------------------------------------------------------------------------- CASH FLOWS REQUIRED FOR FINANCING ACTIVITIES Requirements for: Retirement of long-term debt, including premiums paid (39.9) (1.3) Dividends on common stock (18.0) (17.3) Redemption of preferred stock of subsidiary (0.1) (0.2) Net change in short-term borrowings, including to other Vectren companies (10.2) (117.8) - ------------------------------------------------------------------------------------- Net cash flows required for financing activities (68.2) (136.6) - ------------------------------------------------------------------------------------- CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES Proceeds from: Unconsolidated affiliate distributions 0.1 - Notes receivable, including notes from other Vectren companies & other collections - 7.8 Requirements for: Capital expenditures, excluding AFUDC-equity (49.4) (38.7) Unconsolidated affiliate investments - (0.4) - ------------------------------------------------------------------------------------- Net cash flows required for investing activities (49.3) (31.3) - ------------------------------------------------------------------------------------- Net increase in cash & cash equivalents 10.4 5.5 Cash & cash equivalents at beginning of period 10.5 5.3 - ------------------------------------------------------------------------------------- Cash & cash equivalents at end of period $ 20.9 $ 10.8 =====================================================================================
The accompanying notes are an integral part of these consolidated condensed financial statements. VECTREN UTILITY HOLDINGS, INC. AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and Nature of Operations Vectren Utility Holdings, Inc. (VUHI or the Company), an Indiana corporation, was formed on March 31, 2000 to serve as the intermediate holding company for Vectren Corporation's (Vectren) three operating public utilities, Indiana Gas Company, Inc. (Indiana Gas), formerly a wholly owned subsidiary of Indiana Energy, Inc. (Indiana Energy), Southern Indiana Gas and Electric Company (SIGECO), formerly a wholly owned subsidiary of SIGCORP, Inc. (SIGCORP), and the Ohio operations. Indiana Gas provides natural gas distribution and transportation services to a diversified customer base in 49 of Indiana's 92 counties. SIGECO provides electric generation, transmission, and distribution services to 8 counties in southwestern Indiana, including counties surrounding Evansville, and participates in the wholesale power market. SIGECO also provides natural gas distribution and transportation services to 10 counties in southwestern Indiana, including counties surrounding Evansville. The Ohio operations, owned as a tenancy in common by Vectren Energy Delivery of Ohio, Inc., a wholly owned subsidiary, (53 % ownership) and Indiana Gas (47 % ownership), provide natural gas distribution and transportation services to 17 counties in west central Ohio, including counties surrounding Dayton. Vectren is an energy and applied technology holding company headquartered in Evansville, Indiana. The Company was organized on June 10, 1999 solely for the purpose of effecting the merger of Indiana Energy and SIGCORP. On March 31, 2000, the merger of Indiana Energy with SIGCORP and into Vectren was consummated with a tax-free exchange of shares and has been accounted for as a pooling-of-interests in accordance with APB Opinion No. 16 "Business Combinations" (APB 16). Both Vectren and VUHI are exempt from registration pursuant to Section 3(a)(1) and 3(c) of the Public Utility Holding Company Act of 1935. 2. Basis of Presentation The interim consolidated condensed financial statements included in this report have been prepared by the Company, without audit, as provided in the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted as provided in such rules and regulations. The Company believes that the information in this report reflects all adjustments necessary to fairly state the results of the interim periods reported. These consolidated condensed financial statements and related notes should be read in conjunction with the Company's audited annual consolidated financial statements for the year ended December 31, 2002, filed on Form 10-K. 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. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 3. Restatement of Previously Reported Information Subsequent to the issuance of the 2002 quarterly financial statements, management determined that previously issued financial statements should be restated. As a result, the Company has restated its financial statements for the three months ended March 31, 2002 for various reconciliation errors and other errors related primarily to the recording of estimates. These errors were not significant either individually or in the aggregate and increased previously reported earnings by approximately $0.4 million after tax. In addition, on January 1, 2003, Vectren transferred certain information technology systems and related assets and buildings from other entities within its consolidated group to VUHI. These assets primarily support the operations of VUHI's subsidiaries and VUHI's subsidiaries receive a charge for their use that is included in their other operating expenses. The transfer required restatement of VUHI's consolidated financial statements for all periods presented under accounting rules governing combinations of entities under common control. The reorganization increased previously reported earnings by $1.0 million after tax. Total assets, liabilities, and equity transferred to VUHI on January 1, 2003 were $133.8 million, $93.5 million, and $40.3 million, respectively. Following is a summary of the effects of the reorganization due to the transfer of assets and restatement due to errors on previously reported results of operations for the three months ended March 31, 2002.
Adjustments for --------------------------- OPERATING REVENUES As reported Reorganization Restatement As Restated ----------- -------------- ----------- ----------- Gas utility $ 357.1 $ - $ 1.0 $ 358.1 Electric utility 126.8 - - 126.8 Energy services & other - 0.1 - 0.1 - ------------------------------------------------------------------------------------------- Total operating revenues 483.9 0.1 1.0 485.0 - ------------------------------------------------------------------------------------------- OPERATING EXPENSES Cost of gas sold 230.4 - 0.1 230.5 Fuel for electric generation 17.8 - - 17.8 Purchased electric energy 59.8 - (0.1) 59.7 Other operating 55.8 (5.5) 1.0 51.3 Depreciation & amortization 23.6 3.2 - 26.8 Taxes other than income taxes 17.9 0.1 0.1 18.1 - ------------------------------------------------------------------------------------------- Total operating expenses 405.3 (2.2) 1.1 404.2 - ------------------------------------------------------------------------------------------- OPERATING INCOME 78.6 2.3 (0.1) 80.8 OTHER INCOME (EXPENSE) - NET Equity in losses of unconsolidated affiliates (0.6) - 0.5 (0.1) Other - net 1.8 - 0.3 2.1 - ------------------------------------------------------------------------------------------- Total other income (expense) - net 1.2 - 0.8 2.0 - ------------------------------------------------------------------------------------------- Interest expense 16.9 0.7 - 17.6 - ------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 62.9 1.6 0.7 65.2 - ------------------------------------------------------------------------------------------- Income taxes 22.3 0.6 0.3 23.2 - ------------------------------------------------------------------------------------------- NET INCOME $ 40.6 $ 1.0 $ 0.4 $ 42.0 ===========================================================================================
4. Subsidiary Guarantor and Consolidating Information The Company's three operating utility companies, SIGECO, Indiana Gas, and VEDO are guarantors of VUHI's $475.0 million in short-term credit facilities and VUHI's $350.0 million unsecured senior notes. As a result of the reorganization described in Note 3, VUHI has operations other than those of the subsidiary guarantors. Pursuant to Article 3-10 of Regulation S-X, disclosure of the results of operations and balance sheets of the subsidiary guarantors separate from the parent company's operations is required. Following are consolidating financial statements including information on the combined operations of the subsidiary guarantors separate from the other operations of the parent company. Consolidating Balance Sheet as of March 31, 2003:
ASSETS Subsidiary Parent Guarantors Company Eliminations Consolidated ---------- ------- ------------ ------------ Current Assets Cash & cash equivalents $ 21.0 $ (0.1) $ - $ 20.9 Accounts receivable-less reserves 183.2 0.6 - 183.8 Receivables due from other Vectren companies 2.8 22.7 (2.1) 23.4 Accrued unbilled revenues 80.2 - - 80.2 Inventories 38.2 - - 38.2 Recoverable fuel & natural gas costs 11.9 - - 11.9 Prepayments & other current assets 19.9 (0.3) - 19.6 - -------------------------------------------------------------------------------------------------------- Total current assets 357.2 22.9 (2.1) 378.0 - -------------------------------------------------------------------------------------------------------- Utility Plant Original cost 3,085.5 - - 3,085.5 Less: accumulated depreciation & amortization 1,412.2 - - 1,412.2 - -------------------------------------------------------------------------------------------------------- Net utility plant 1,673.3 - - 1,673.3 - -------------------------------------------------------------------------------------------------------- Investments in consolidated subsidiaries - 832.7 (832.7) - Notes receivable from consolidated subsidiaries 26.8 499.6 (526.4) - Investments in unconsolidated affiliates 0.1 1.7 - 1.8 Other investments 13.2 6.9 - 20.1 Non-utility property-net 5.4 129.8 - 135.2 Goodwill-net 202.2 - - 202.2 Regulatory assets 73.8 4.8 - 78.6 Other assets 4.3 - - 4.3 - -------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 2,356.3 $ 1,498.4 $ (1,361.2) $ 2,493.5 ======================================================================================================== LIABILITIES & SHAREHOLDER'S EQUITY Current Liabilities Accounts payable $ 29.1 $ 1.5 $ - $ 30.6 Accounts payable to affiliated companies 65.0 0.4 - 65.4 Accounts payable due to other Vectren companies 11.3 3.6 (2.2) 12.7 Accrued liabilities 136.9 4.9 (2.2) 139.6 Short-term borrowings 3.2 312.6 - 315.8 Short-term borrowings due from other Vectren companies 153.4 26.7 (180.1) - Current maturities of long-term debt 1.0 - - 1.0 - -------------------------------------------------------------------------------------------------------- Total current liabilities 399.9 349.7 (184.5) 565.1 - -------------------------------------------------------------------------------------------------------- Long-Term Debt Long-term debt-net of current maturities & debt subject to tender 519.3 348.5 - 867.8 Long-term debt due to VUHI 344.0 - (344.0) - - -------------------------------------------------------------------------------------------------------- Total long-term debt-net 863.3 348.5 (344.0) 867.8 - -------------------------------------------------------------------------------------------------------- Deferred Income Taxes & Other Liabilities Deferred income taxes 180.6 0.1 - 180.7 Deferred credits & other liabilities 79.6 2.2 - 81.8 - -------------------------------------------------------------------------------------------------------- Total deferred credits & other liabilities 260.2 2.3 - 262.5 - -------------------------------------------------------------------------------------------------------- Cumulative, Redeemable Preferred Stock of a Subsidiary 0.2 - - 0.2 Common Shareholder's Equity Common stock (no par value) 461.3 385.7 (461.3) 385.7 Retained earnings 371.4 411.7 (371.4) 411.7 Accumulated other comprehensive income - 0.5 - 0.5 - -------------------------------------------------------------------------------------------------------- Total common shareholder's equity 832.7 797.9 (832.7) 797.9 - -------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES & SHAREHOLDER'S EQUITY $ 2,356.3 $ 1,498.4 $ (1,361.2) $ 2,493.5 ========================================================================================================
Consolidating Balance Sheet as of December 31, 2002:
ASSETS Subsidiary Parent Guarantors Company Eliminations Consolidated ---------- --------- ------------ ------------ Current Assets Cash & cash equivalents $ 10.2 $ 0.3 $ - $ 10.5 Accounts receivable-less reserves 130.8 1.1 - 131.9 Receivables due from other Vectren companies 39.3 19.7 (2.7) 56.3 Accrued unbilled revenues 112.7 - - 112.7 Inventories 56.0 - - 56.0 Recoverable fuel & natural gas costs 22.1 - - 22.1 Prepayments & other current assets 86.2 0.3 - 86.5 - -------------------------------------------------------------------------------------------------------- Total current assets 457.3 21.4 (2.7) 476.0 - -------------------------------------------------------------------------------------------------------- Utility Plant Original cost 3,037.2 - - 3,037.2 Less: accumulated depreciation & amortization 1,389.0 - - 1,389.0 - -------------------------------------------------------------------------------------------------------- Net utility plant 1,648.2 - - 1,648.2 - -------------------------------------------------------------------------------------------------------- Investments in consolidated subsidiaries - 802.4 (802.4) - Notes receivable from consolidated subsidiaries 8.5 493.9 (502.4) - Investments in unconsolidated affiliates 0.1 2.3 - 2.4 Other investments 13.1 8.8 - 21.9 Non-utility property-net 5.4 133.8 - 139.2 Goodwill-net 202.2 - - 202.2 Regulatory assets 70.3 4.9 - 75.2 Other assets 4.9 0.4 - 5.3 - -------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 2,410.0 $ 1,467.9 $ (1,307.5) $ 2,570.4 ======================================================================================================== LIABILITIES & SHAREHOLDER'S EQUITY Current Liabilities Accounts payable $ 71.3 $ 3.5 $ - $ 74.8 Accounts payable to affiliated companies 85.2 0.4 - 85.6 Accounts payable due to other Vectren companies 61.3 11.2 (2.7) 69.8 Accrued liabilities 83.8 1.7 (2.3) 83.2 Short-term borrowings - 239.1 - 239.1 Short-term borrowings due from other Vectren companies 147.6 95.4 (156.1) 86.9 Current maturities of long-term debt 39.8 - - 39.8 Long-term debt subject to tender 26.6 - - 26.6 - -------------------------------------------------------------------------------------------------------- Total current liabilities 515.6 351.3 (161.1) 705.8 - -------------------------------------------------------------------------------------------------------- Long-Term Debt Long-term debt-net of current maturities & debt subject to tender 492.8 348.4 - 841.2 Long-term debt due to VUHI 344.0 - (344.0) - - -------------------------------------------------------------------------------------------------------- Total long-term debt-net 836.8 348.4 (344.0) 841.2 - -------------------------------------------------------------------------------------------------------- Deferred Income Taxes & Other Liabilities Deferred income taxes 174.6 (2.3) - 172.3 Deferred credits & other liabilities 80.3 1.9 - 82.2 - -------------------------------------------------------------------------------------------------------- Total deferred credits & other liabilities 254.9 (0.4) - 254.5 - -------------------------------------------------------------------------------------------------------- Cumulative, Redeemable Preferred Stock of a Subsidiary 0.3 - - 0.3 Common Shareholder's Equity Common stock (no par value) 461.3 385.7 (461.3) 385.7 Retained earnings 341.1 382.4 (341.1) 382.4 Accumulated other comprehensive income - 0.5 - 0.5 - -------------------------------------------------------------------------------------------------------- Total common shareholder's equity 802.4 768.6 (802.4) 768.6 - -------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES & SHAREHOLDER'S EQUITY $ 2,410.0 $ 1,467.9 $ (1,307.5) $ 2,570.4 ========================================================================================================
Consolidating Statement of Income for the three months ended March 31, 2003:
Subsidiary Parent Guarantors Company Eliminations Consolidated - ---------------------------------------------------------------------------------------------- OPERATING REVENUES Gas utility $ 509.5 $ - $ - $ 509.5 Electric utility 119.4 - - 119.4 Other - 6.6 (6.4) 0.2 - ---------------------------------------------------------------------------------------------- Total operating revenues 628.9 6.6 (6.4) 629.1 - ---------------------------------------------------------------------------------------------- OPERATING EXPENSES Cost of gas sold 365.1 - - 365.1 Fuel for electric generation 20.8 - - 20.8 Purchased electric energy 40.4 - - 40.4 Other operating 62.8 0.2 (6.4) 56.6 Depreciation & amortization 25.2 3.6 - 28.8 Taxes other than income taxes 21.4 0.3 - 21.7 - ---------------------------------------------------------------------------------------------- Total operating expenses 535.7 4.1 (6.4) 533.4 - ---------------------------------------------------------------------------------------------- OPERATING INCOME 93.2 2.5 - 95.7 OTHER INCOME (EXPENSE) - NET Equity in earnings of consolidated companies - 48.5 (48.5) - Equity in losses of unconsolidated affiliates - (0.5) - (0.5) Other - net 0.4 4.8 (6.7) (1.5) - ---------------------------------------------------------------------------------------------- Total other income (expense) - net 0.4 52.8 (55.2) (2.0) - ---------------------------------------------------------------------------------------------- Interest expense 15.5 7.7 (6.7) 16.5 - ---------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 78.1 47.6 (48.5) 77.2 - ---------------------------------------------------------------------------------------------- Income taxes 29.6 0.3 - 29.9 - ---------------------------------------------------------------------------------------------- NET INCOME $ 48.5 $ 47.3 $ (48.5) $ 47.3 ==============================================================================================
Consolidating Statement of Income for the three months ended March 31, 2002:
Subsidiary Parent Guarantors Company Eliminations Consolidated - ---------------------------------------------------------------------------------------------- OPERATING REVENUES Gas utility $ 358.1 $ - $ - $ 358.1 Electric utility 126.8 - - 126.8 Other - 5.6 (5.5) 0.1 - ---------------------------------------------------------------------------------------------- Total operating revenues 484.9 5.6 (5.5) 485.0 - ---------------------------------------------------------------------------------------------- OPERATING EXPENSES Cost of gas sold 230.5 - - 230.5 Fuel for electric generation 17.8 - - 17.8 Purchased electric energy 59.7 - - 59.7 Other operating 56.7 0.1 (5.5) 51.3 Depreciation & amortization 23.6 3.2 - 26.8 Taxes other than income taxes 18.0 0.1 - 18.1 - ---------------------------------------------------------------------------------------------- Total operating expenses 406.3 3.4 (5.5) 404.2 - ---------------------------------------------------------------------------------------------- OPERATING INCOME 78.6 2.2 - 80.8 OTHER INCOME (EXPENSE) - NET Equity in earnings of consolidated companies - 41.5 (41.5) - Equity in losses of unconsolidated affiliates - (0.1) - (0.1) Other - net 1.6 6.8 (6.3) 2.1 - ---------------------------------------------------------------------------------------------- Total other income (expense) - net 1.6 48.2 (47.8) 2.0 - ---------------------------------------------------------------------------------------------- Interest expense 15.9 8.0 (6.3) 17.6 - ---------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 64.3 42.4 (41.5) 65.2 - ---------------------------------------------------------------------------------------------- Income taxes 22.8 0.4 - 23.2 - ---------------------------------------------------------------------------------------------- NET INCOME $ 41.5 $ 42.0 $ (41.5) $ 42.0 ==============================================================================================
Consolidating Statement of Cash Flows for the three months ended March 31, 2003:
Subsidary Parent Guarantors Company Eliminations Consolidated - -------------------------------------------------------------------------------------------------- NET CASH FLOWS FROM OPERATING ACTIVITIES $ 127.6 $ 0.3 $ - $ 127.9 - -------------------------------------------------------------------------------------------------- CASH FLOWS REQUIRED FOR FINANCING ACTIVITIES Requirements for: Retirement of long-term debt, including premiums paid (39.9) - - (39.9) Dividends on common stock (18.2) (18.0) 18.2 (18.0) Redemption of preferred stock of subsidiary (0.1) - - (0.1) Net change in short-term borrowings, including to other Vectren companies 9.0 4.8 (24.0) (10.2) - -------------------------------------------------------------------------------------------------- Net cash flows required for financing activities (49.2) (13.2) (5.8) (68.2) - -------------------------------------------------------------------------------------------------- CASH FLOWS FROM (REQUIRED FOR) INVESTING ACTIVITIES Proceeds from: Consolidated subsidiary distributions - 18.2 (18.2) - Unconsolidated affiliate distributions - 0.1 - 0.1 Requirements for: Capital expenditures, excluding AFUDC-equity (49.3) (0.1) - (49.4) Net change in notes receivable to other Vectren companies (18.3) (5.7) 24.0 - - -------------------------------------------------------------------------------------------------- Net cash flows from (required for) investing activities (67.6) 12.5 5.8 (49.3) - -------------------------------------------------------------------------------------------------- Net increase (decrease) in cash & cash equivalents 10.8 (0.4) 10.4 Cash & cash equivalents at beginning of period 10.2 0.3 10.5 - -------------------------------------------------------------------------------------------------- Cash & cash equivalents at end of period $ 21.0 $ (0.1) $ - $ 20.9 ==================================================================================================
Consolidating Statement of Cash Flows for the three months ended March 31, 2002:
Subsidary Parent Guarantors Company Eliminations Consolidated - -------------------------------------------------------------------------------------------------- NET CASH FLOWS FROM OPERATING ACTIVITIES $ 175.2 $ (1.8) $ - $ 173.4 - -------------------------------------------------------------------------------------------------- CASH FLOWS REQUIRED FOR FINANCING ACTIVITIES Requirements for: Retirement of long-term debt, including premiums paid (1.3) - - (1.3) Dividends on common stock (17.2) (17.3) 17.2 (17.3) Redemption of preferred stock of subsidiary (0.2) - - (0.2) Net change in short-term borrowings, including to other Vectren companies (99.4) (90.3) 71.9 (117.8) - -------------------------------------------------------------------------------------------------- Net cash flows required for financing activities (118.1) (107.6) 89.1 (136.6) - -------------------------------------------------------------------------------------------------- CASH FLOWS FROM (REQUIRED FOR) INVESTING ACTIVITIES Proceeds from consolidated subsidiary distributions - 17.2 (17.2) - Requirements for: Capital expenditures, excluding AFUDC-equity (24.6) (14.1) - (38.7) Unconsolidated affiliate investments - (0.4) (0.4) Net change in notes receivable to other Vectren companies (27.5) 107.2 (71.9) 7.8 - -------------------------------------------------------------------------------------------------- Net cash flows from (required for) investing activities (52.1) 109.9 (89.1) (31.3) - -------------------------------------------------------------------------------------------------- Net increase in cash & cash equivalents 5.0 0.5 - 5.5 Cash & cash equivalents at beginning of period 7.0 (1.7) - 5.3 - -------------------------------------------------------------------------------------------------- Cash & cash equivalents at end of period $ 12.0 $ (1.2) $ - $ 10.8 ==================================================================================================
5. Transactions with Other Vectren Companies Support Services and Purchases Vectren and certain subsidiaries of Vectren provided corporate and general and administrative services to the Company including legal, finance, tax, risk management, human resources, which includes charges for restricted stock compensation and for pension and other postretirement benefits not directly charged to subsidiaries. These costs have been allocated using various allocators, primarily number of employees, number of customers and/or revenues. Allocations are based on cost. VUHI received corporate allocations totaling $17.7 million and $17.4 million for the three months ended March 31, 2003 and 2002, respectively. Vectren Fuels, Inc., a wholly owned subsidiary of Vectren, owns and operates coal mines from which SIGECO purchases fuel used for electric generation. Amounts paid for such purchases for the three months ended March 31, 2003 and 2002, totaled $19.2 million and $13.2 million, respectively. Stock-Based Incentive Plans VUHI does not have stock-based compensation plans separate from Vectren. An insignificant number of VUHI's employees participate in Vectren's stock-based compensation plans. 6. Transactions with ProLiance Energy, LLC ProLiance Energy, LLC (ProLiance), a nonregulated energy marketing affiliate of Vectren and Citizens Gas and Coke Utility (Citizens Gas), provides natural gas and related services to Indiana Gas, the Ohio operations, Citizens Gas and others. ProLiance also began providing service to SIGECO and Vectren Retail, LLC (Vectren's retail gas marketer) in 2002. ProLiance's primary businesses include gas marketing, gas portfolio optimization, and other portfolio and energy management services. Purchases from ProLiance for resale and for injections into storage for the three months ended March 31, 2003 and 2002 totaled $261.4 million and $127.8 million, respectively. Amounts owed to ProLiance at March 31, 2003 and December 31, 2002 for those purchases were $53.5 million and $83.7 million, respectively, and are included in accounts payable to affiliated companies. Amounts charged by ProLiance for gas supply services are established by supply agreements with each utility. 7. Legal Proceedings The Company is party to various legal proceedings arising in the normal course of business. In the opinion of management, there are no legal proceedings pending against the Company that are likely to have a material adverse effect on its financial position or results of operations. See Note 8 regarding environmental matters. 8. Environmental Matters Clean Air Act NOx SIP Call Matter The Clean Air Act (the Act) requires each state to adopt a State Implementation Plan (SIP) to attain and maintain National Ambient Air Quality Standards (NAAQS) for a number of pollutants, including ozone. If the USEPA finds a state's SIP inadequate to achieve the NAAQS, the USEPA can call upon the state to revise its SIP (a SIP Call). In October 1998, the USEPA issued a final rule "Finding of Significant Contribution and Rulemaking for Certain States in the Ozone Transport Assessment Group Region for Purposes of Reducing Regional Transport of Ozone," (63 Fed. Reg. 57355). This ruling found that the SIP's of certain states, including Indiana, were substantially inadequate since they allowed for nitrogen oxide (NOx) emissions in amounts that contributed to non-attainment with the ozone NAAQS in downwind states. The USEPA required each state to revise its SIP to provide for further NOx emission reductions. The NOx emissions budget, as stipulated in the USEPA's final ruling, requires a 31% reduction in total NOx emissions from Indiana. In June 2001, the Indiana Air Pollution Control Board adopted final rules to achieve the NOx emission reductions required by the NOx SIP Call. Indiana's SIP requires the Company to lower its system-wide NOx emissions to .14 lbs./MMBTU by May 31, 2004 (the compliance date). This is a 65% reduction from emission levels existing in 1999 and 1998. The Company has initiated steps toward compliance with the revised regulations. These steps include installing Selective Catalytic Reduction (SCR) systems at Culley Generating Station Unit 3 (Culley), Warrick Generating Station Unit 4, and A.B. Brown Generating Station Units 1 and 2. SCR systems reduce flue gas NOx emissions to atmospheric nitrogen and water using ammonia in a chemical reaction. This technology is known to be the most effective method of reducing NOx emissions where high removal efficiencies are required. On August 28, 2001, the IURC issued an order that (1) approved the Company's proposed project to achieve environmental compliance by investing in clean coal technology, (2) approved the Company's initial cost estimate of $198 million for the construction, subject to periodic review of the actual costs incurred, and (3) approved a mechanism whereby, prior to an electric base rate case, the Company may recover through a rider that is updated every six months a return on its capital costs for the project, at its overall cost of capital, including a return on equity. The first rider adjustment for ongoing cost recovery was approved by the IURC on February 6, 2002. Based on the level of system-wide emissions reductions required and the control technology utilized to achieve the reductions, the current estimated clean coal technology construction cost ranges from $240 million to $250 million and is expected to be expended during the 2001-2006 period. Through March 31, 2003, $80.8 million has been expended. On June 5, 2002, the Company filed a new proceeding to update the NOx project cost and to obtain approval of a second rider authorizing ongoing recovery of depreciation and operating costs related to the clean coal technology. After the equipment is installed and operational, related annual operating expenses, including depreciation expense, are estimated to be between $24 million and $27 million. Such expenses would commence in 2004 when the technology becomes operational. On January 3, 2003, the IURC approved a settlement that authorizes total capital cost investment for this project up to $244 million (excluding AFUDC) and recovery on those capital costs, as well as the recovery of future operating costs, including depreciation and purchased emission allowances, through a rider mechanism. The settlement establishes a fixed return of 8 percent on the capital investment, which approximates the return authorized in the Company's last electric rate case in 1995. The Company expects to achieve timely compliance as a result of the project. Construction of the first SCR at Culley was completed on schedule, and construction of the Warrick 4 and Brown SCRs is proceeding on schedule. Installation of SCR technology as planned is expected to reduce the Company's overall NOx emissions to levels compliant with Indiana's NOx emissions budget allotted by the USEPA. Therefore, the Company has recorded no accrual for potential penalties that may result from noncompliance. Culley Generating Station Litigation In the late 1990's, the USEPA initiated an investigation under Section 114 of the Act of SIGECO's coal-fired electric generating units in commercial operation by 1977 to determine compliance with environmental permitting requirements related to repairs, maintenance, modifications, and operations changes. The focus of the investigation was to determine whether new source review permitting requirements were triggered by such plant modifications, and whether the best available control technology was, or should have been used. Numerous electric utilities were, and are currently, being investigated by the USEPA under an industry-wide review for compliance. In July 1999, SIGECO received a letter from the Office of Enforcement and Compliance Assurance of the USEPA discussing the industry-wide investigation, vaguely referring to an investigation of SIGECO and inviting SIGECO to participate in a discussion of the issues. No specifics were noted; furthermore, the letter stated that the communication was not intended to serve as a notice of violation. Subsequent meetings were conducted in September and October 1999 with the USEPA and targeted utilities, including SIGECO, regarding potential remedies to the USEPA's general allegations. On November 3, 1999, the USEPA filed a lawsuit against seven utilities, including SIGECO. SIGECO's suit is pending in the U.S. District Court for the Southern District of Indiana. The USEPA alleges that, beginning in 1992, SIGECO violated the Act by (1) making modifications to its Culley Generating Station in Yankeetown, Indiana without obtaining required permits (2) making major modifications to the Culley Generating Station without installing the best available emission control technology and (3) failing to notify the USEPA of the modifications. In addition, the lawsuit alleges that the modifications to the Culley Generating Station required SIGECO to begin complying with federal new source performance standards at its Culley Unit 3. SIGECO believes it performed only maintenance, repair, and replacement activities at the Culley Generating Station, as allowed under the Act. Because proper maintenance does not require permits, application of the best available control technology, notice to the USEPA, or compliance with new source performance standards, SIGECO believes that the lawsuit is without merit, and intends to vigorously defend itself. Since the filing of this lawsuit, the USEPA has voluntarily dismissed a majority of the claims brought in its original complaint. In its original complaint, USEPA alleged significant emissions increases of three pollutants for each of four maintenance projects. Currently, USEPA is alleging only significant emission increases of a single pollutant at three of the four maintenance projects cited in the original complaint. The lawsuit seeks fines against SIGECO in the amount of $27,500 per day per violation. However, on July 29, 2002, the Court ruled that USEPA could not seek civil penalties for two of the three remaining projects at issue in the litigation, significantly reducing potential civil penalty exposure. The lawsuit also seeks a court order requiring SIGECO to install the best available emissions technology at the Culley Generating Station. If the USEPA were successful in obtaining an order, SIGECO estimates that in response it could incur capital costs of approximately $20 million to $40 million to comply with the order. Trial is currently set to begin July 14, 2003. The USEPA has also issued an administrative notice of violation to SIGECO making the same allegations, but alleging that violations began in 1977. While it is possible that SIGECO could be subjected to criminal penalties if the Culley Generating Station continues to operate without complying with the permitting requirements of new source review and the allegations are determined by a court to be valid, SIGECO believes such penalties are unlikely as the USEPA and the electric utility industry have a bonafide dispute over the proper interpretation of the Act. Accordingly, the Company has recorded no accrual and the plant continues to operate while the matter is being decided. Information Request On January 23, 2001, SIGECO received an information request from the USEPA under Section 114 of the Act for historical operational information on the Warrick and A.B. Brown generating stations. SIGECO has provided all information requested, and no further action has occurred. Manufactured Gas Plants In the past, Indiana Gas and others operated facilities for the manufacture of gas. Given the availability of natural gas transported by pipelines, these facilities have not been operated for many years. Under currently applicable environmental laws and regulations, Indiana Gas and others may now be required to take remedial action if certain byproducts are found above the regulatory thresholds at these sites. Indiana Gas has identified the existence, location, and certain general characteristics of 26 gas manufacturing and storage sites for which it may have some remedial responsibility. Indiana Gas has completed a remedial investigation/feasibility study (RI/FS) at one of the sites under an agreed order between Indiana Gas and the IDEM, and a Record of Decision was issued by the IDEM in January 2000. Although Indiana Gas has not begun an RI/FS at additional sites, Indiana Gas has submitted several of the sites to the IDEM's Voluntary Remediation Program and is currently conducting some level of remedial activities including groundwater monitoring at certain sites where deemed appropriate and will continue remedial activities at the sites as appropriate and necessary. In conjunction with data compiled by environmental consultants, Indiana Gas has accrued the estimated costs for further investigation, remediation, groundwater monitoring, and related costs for the sites. While the total costs that may be incurred in connection with addressing these sites cannot be determined at this time, Indiana Gas has recorded costs that it reasonably expects to incur totaling approximately $20.4 million. The estimated accrued costs are limited to Indiana Gas' proportionate share of the remediation efforts. Indiana Gas has arrangements in place for 19 of the 26 sites with other potentially responsible parties (PRP), which serve to limit Indiana Gas' share of response costs at these 19 sites to between 20% and 50%. With respect to insurance coverage, Indiana Gas has received and recorded settlements from all known insurance carriers in an aggregate amount approximating $20.4 million. Environmental matters related to manufactured gas plants have had no material impact on earnings since costs recorded to date approximate PRP and insurance settlement recoveries. While Indiana Gas has recorded all costs which it presently expects to incur in connection with activities at these sites, it is possible that future events may require some level of additional remedial activities which are not presently foreseen. In October 2002, the Company received a formal information request letter from the IDEM regarding five manufactured gas plants owned and/or operated by SIGECO and not currently enrolled in the IDEM's Voluntary Remediation Program. In response SIGECO submitted to the IDEM the results of preliminary site investigations conducted in the mid-1990's. These site investigations confirmed that based upon the conditions known at the time, the sites posed no risk to human health or the environment. Follow up reviews have recently been initiated by the Company to confirm that the sites continue to pose no such risk. 9. Impact of Recently Issued Accounting Guidance SFAS 143 In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The Company adopted this statement on January 1, 2003. The adoption was not material to the Company's results of operations or financial condition. The Company records a net cost of removal to its utility plant through normal depreciation rates. As of March 31, 2003 and December 31, 2002 such removal costs approximated $380 million of accumulated depreciation as presented in the condensed consolidated balance sheets based upon the Company's latest depreciation studies. SFAS 149 In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" (SFAS 149). SFAS 149 amends and clarifies the accounting guidance on (1) derivative instruments, including certain derivative instruments embedded in other contracts, and (2) hedging activities that fall within the scope of FASB Statement No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities. SFAS 149 amends SFAS 133 to reflect decisions that were made (1) as part of the process undertaken by the Derivatives Implementation Group (DIG), which necessitated amending SFAS 133; (2) in connection with other projects dealing with financial instruments; and (3) regarding implementation issues related to the application of the definition of a derivative. SFAS 149 also amends certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. Although management is still evaluating the impact of SFAS 149 on its financial position and results of operations, the adoption is not expected to have a material effect. FASB Interpretation (FIN) 45 In November 2002, the FASB issued Interpretation 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN 45). FIN 45 clarifies the requirements for a guarantor's accounting for and disclosure of certain guarantees issued and outstanding and that a guarantor is required to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken. The objective of the initial measurement of that liability is the fair value of the guarantee at its inception. The initial recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. Since that date, the adoption has not had a material effect on the Company's results of operations or financial condition. FIN 46 In January 2003, the FASB issued Interpretation 46, "Consolidation of Variable Interest Entities" (FIN 46). FIN 46 addresses consolidation by business enterprises of variable interest entities and significantly changes the consolidation requirements for those entities. FIN 46 is intended to achieve more consistent application of consolidation policies to variable interest entities and, thus improves comparability between enterprises engaged in similar activities when those activities are conducted through variable interest entities. FIN 46 applies to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. FIN 46 applies to the Company's third quarter of 2003 for variable interest entities in which the Company holds a variable interest acquired before February 1, 2003. Although management is still evaluating the impact of FIN 46 on its financial position and results of operations, the adoption is not expected to have a material effect. 10. Segment Reporting As discussed in Note 3, on January 1, 2003, Vectren transferred certain information technology systems and related assets and buildings from other entities within its consolidated group to VUHI. These assets primarily support the operations of VUHI's subsidiaries. The operations of these assets comprise the Corporate and Other operating segment. The Company separates its operations into three operating segments: Gas Utility Services, Electric Utility Services, and Corporate and Other. The Company uses operating income as the measure of profitability for its segments. Gas Utility Services provides natural gas distribution and transportation services in nearly two-thirds of Indiana and west central Ohio. Electric Utility Services provides electricity primarily to southwestern Indiana, and includes the Company's power generating and marketing operations. Corporate and Other Operations provide information technology and other support services to those utility operations. Following is detailed information about the Company's operating segments. Three Months Ended March 31, ------------------------------ In millions 2003 2002 - ------------------------------------------------------------------------- Operating Revenues Gas Utility Services $ 509.5 $ 358.1 Electric Utility Services 119.4 126.8 Corporate & Other 6.6 5.6 Eliminations (6.4) (5.5) - ------------------------------------------------------------------------- Total Operating Revenues $ 629.1 $ 485.0 ========================================================================= Operating Income Gas Utility Services $ 69.3 $ 62.1 Electric Utility Services 23.9 16.4 Corporate & Other 2.5 2.3 - ------------------------------------------------------------------------- Total Operating Income $ 95.7 $ 80.8 ========================================================================= March 31, December 31, In millions 2003 2002 - ------------------------------------------------------------------------- Total Assets Gas Utility Services $ 1,479.5 $ 1,555.1 Electric Utility Services 880.4 860.9 Corporate & Other 162.5 171.6 Eliminations (28.9) (17.2) - ------------------------------------------------------------------------- Total Assets $ 2,493.5 $ 2,570.4 ========================================================================= ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Description of the Business Vectren Utility Holdings, Inc. (VUHI or the Company), an Indiana corporation, was formed on March 31, 2000 to serve as the intermediate holding company for Vectren Corporation's (Vectren) three operating public utilities, Indiana Gas Company, Inc. (Indiana Gas), formerly a wholly owned subsidiary of Indiana Energy, Inc. (Indiana Energy), Southern Indiana Gas and Electric Company (SIGECO), formerly a wholly owned subsidiary of SIGCORP, Inc. (SIGCORP), and the Ohio operations. Indiana Gas provides natural gas distribution and transportation services to a diversified customer base in 49 of Indiana's 92 counties. SIGECO provides electric generation, transmission, and distribution services to 8 counties in southwestern Indiana, including counties surrounding Evansville, and participates in the wholesale power market. SIGECO also provides natural gas distribution and transportation services to 10 counties in southwestern Indiana, including counties surrounding Evansville. The Ohio operations, owned as a tenancy in common by Vectren Energy Delivery of Ohio, Inc., a wholly owned subsidiary, (53 % ownership) and Indiana Gas (47 % ownership), provide natural gas distribution and transportation services to 17 counties in west central Ohio, including counties surrounding Dayton. Vectren is an energy and applied technology holding company headquartered in Evansville, Indiana. The Company was organized on June 10, 1999 solely for the purpose of effecting the merger of Indiana Energy and SIGCORP. On March 31, 2000, the merger of Indiana Energy with SIGCORP and into Vectren was consummated with a tax-free exchange of shares and has been accounted for as a pooling-of-interests in accordance with APB Opinion No. 16 "Business Combinations" (APB 16). Both Vectren and VUHI are exempt from registration pursuant to Section 3(a)(1) and 3(c) of the Public Utility Holding Company Act of 1935. Consolidated Results of Operations The following discussion and analysis should be read in conjunction with the unaudited consolidated condensed financial statements and notes thereto. Subsequent to the issuance of the Company's 2002 quarterly financial statements, the Company's management determined that previously issued financial statements should be restated. The restatement had the effect of increasing net income for the three months ended March 31, 2002 by $0.4 million after tax. In addition, on January 1, 2003, the Company transferred certain information systems and related assets and buildings from other entities within its consolidated group to VUHI. These assets primarily support the utility operations of VUHI's subsidiaries. The transfer required restatement of VUHI's consolidated financial statements for all periods presented under accounting rules governing combinations of entities under common control. The reorganization increased previously reported net income for the three months ended March 31, 2002 by $1.0 million after tax. Note 3 to the consolidated condensed financial statements includes a summary of the effects of the reorganization due to the transfer of assets and restatement due to errors on previously reported results of operations. The results of operations give effect to these restatements. Net Income Net income was $47.3 million for the three months ended March 31, 2003 compared to $42.0 million for the same period in 2002. The increase in net income results primarily from the effects of colder weather and increased margins in wholesale operations. These increases were offset somewhat by the effect of higher gas costs which increased operating expenses, including uncollectible accounts expense. Significant Fluctuations Margin Gas Utility Margin Gas utility margin by customer type and separated between volumes sold and transported follows: Three Months Ended March 31, - -------------------------------------------------------------------- In millions 2003 2002 - -------------------------------------------------------------------- Residential $ 93.9 $ 85.1 Commercial 33.3 24.8 Contract 14.7 16.8 Other 2.5 0.9 - -------------------------------------------------------------------- Total gas margin $ 144.4 $ 127.6 ==================================================================== Volumes in MMDth Sold 64.0 51.7 Transported 28.1 26.9 - -------------------------------------------------------------------- Total throughput 92.1 78.6 ==================================================================== Gas utility margin for the three months ended March 31, 2003, increased $16.8 million, or 13%, compared to 2002. The increase is primarily due to weather 23% colder than the prior year and 8% colder than normal. The effects of colder weather resulted in a 17% increase in total throughput. The total average cost per dekatherm of gas purchased for the three months ended March 31, 2003, was $6.53 compared to $4.47 for the same period in 2002. Electric Utility Margin Electric utility margin by customer type and non-firm wholesale margin separated between realized margin and mark-to-market gains and losses follows: Three Months Ended March 31, - -------------------------------------------------------------------- In millions 2003 2002 - -------------------------------------------------------------------- Retail & firm wholesale $ 50.1 $ 48.2 Non-firm wholesale 8.1 1.1 - -------------------------------------------------------------------- Total electric margin $ 58.2 $ 49.3 ==================================================================== Non-firm wholesale margin: Realized margin $ 7.2 $ 4.0 Mark-to-market gains (losses) 0.9 (2.9) Electric utility margin for the three months ended March 31, 2002 increased $8.9 million, or 18%, compared to 2002 primarily due to the effect of price volatility in the wholesale power market. Periodically, generation capacity is in excess of that needed to serve retail and firm wholesale customers. The Company markets this unutilized capacity to optimize the return on its owned generation assets. The contracts entered into are primarily short-term purchase and sale transactions that expose the Company to limited market risk. In 2003, volumes sold into the wholesale market were 1.45 GWh compared to 2.47 GWh in 2002. Volumes purchased from the wholesale market, some of which were utilized to serve retail and firm wholesale customers, were 1.26 GWh in 2003 compared to 2.34 GWh in 2002. While volumes both sold and purchased in the wholesale market have decreased during 2003, margins increased $7.0 million compared to 2002 as a result of increased capacity and price volatility. The effect of colder weather on electric heating sales was the primary factor for the $1.9 million increase in electric margin from retail and firm wholesale customers. As result of the colder weather, volumes sold to retail and firm wholesale customers increased 2% from 1.40 GWh in 2002 to 1.42 GWh in 2003. Operating Expenses Other Operating Other operating expenses increased $5.3 million for the three months ended March 31, 2003 compared to the prior year. The increase results principally from increased uncollectible accounts expense, uncollectible accounts expense related to the percent of income payment plan (PIPP) in Ohio, and timing of maintenance expenditures. Uncollectible accounts and PIPP expense increased by $2.1 million due to primarily higher gas costs. Depreciation & Amortization Depreciation and amortization increased $2.0 million for the three months ended March 31, 2003 compared to the prior year. The increase results from depreciation of additions to utility plant. Taxes Other Than Income Taxes Taxes other than income taxes increased $3.6 million for the three months ended March 31, 2003 compared to the prior year. The increase results from higher utility receipts and excise taxes as a result of higher volumes sold and higher gas prices. Other Income (Expense) - Net Equity in Losses of Unconsolidated Affiliates Equity in losses of unconsolidated affiliates increased $0.4 million for the three months ended March 31, 2003 compared to the prior year. The increase results from increased losses incurred by a company that manufactures autoclaved aerated concrete products from fly ash. Other- net Other, net decreased $3.6 million for the three months ended March 31, 2003 compared to the prior year. The decrease results principally from charges taken against the Company's equity method investment that processes fly ash of approximately $2.0 million. The remaining decrease results from less AFUDC, and increased contributions to low-income heating assistance programs. Interest Expense Interest expense decreased $1.1 million for the three months ended March 31, 2003, when compared to the prior year. The decrease results from lower interest rates on variable rate debt offset partially by higher outstanding balances. The increased debt outstanding is due primarily to increased working capital requirements resulting from the higher gas prices experienced during 2003 and the funding of certain capital expenditures with short-term borrowings. Income Tax Federal and state income taxes related to the Utility Group increased $6.7 million for the three months ended March 31, 2003, when compared to the prior year. The increase results principally from higher pre-tax earnings. The effective tax rate increased from 35.6% in 2002 to 38.7% in 2003 principally due to an increase in the Indiana state income tax rate from 4.5 % to 8.5% that was effective January 1, 2003. Environmental Matters Clean Air Act NOx SIP Call Matter The Clean Air Act (the Act) requires each state to adopt a State Implementation Plan (SIP) to attain and maintain National Ambient Air Quality Standards (NAAQS) for a number of pollutants, including ozone. If the USEPA finds a state's SIP inadequate to achieve the NAAQS, the USEPA can call upon the state to revise its SIP (a SIP Call). In October 1998, the USEPA issued a final rule "Finding of Significant Contribution and Rulemaking for Certain States in the Ozone Transport Assessment Group Region for Purposes of Reducing Regional Transport of Ozone," (63 Fed. Reg. 57355). This ruling found that the SIP's of certain states, including Indiana, were substantially inadequate since they allowed for nitrogen oxide (NOx) emissions in amounts that contributed to non-attainment with the ozone NAAQS in downwind states. The USEPA required each state to revise its SIP to provide for further NOx emission reductions. The NOx emissions budget, as stipulated in the USEPA's final ruling, requires a 31% reduction in total NOx emissions from Indiana. In June 2001, the Indiana Air Pollution Control Board adopted final rules to achieve the NOx emission reductions required by the NOx SIP Call. Indiana's SIP requires the Company to lower its system-wide NOx emissions to .14 lbs./MMBTU by May 31, 2004 (the compliance date). This is a 65% reduction from emission levels existing in 1999 and 1998. The Company has initiated steps toward compliance with the revised regulations. These steps include installing Selective Catalytic Reduction (SCR) systems at Culley Generating Station Unit 3 (Culley), Warrick Generating Station Unit 4, and A.B. Brown Generating Station Units 1 and 2. SCR systems reduce flue gas NOx emissions to atmospheric nitrogen and water using ammonia in a chemical reaction. This technology is known to be the most effective method of reducing NOx emissions where high removal efficiencies are required. On August 28, 2001, the IURC issued an order that (1) approved the Company's proposed project to achieve environmental compliance by investing in clean coal technology, (2) approved the Company's initial cost estimate of $198 million for the construction, subject to periodic review of the actual costs incurred, and (3) approved a mechanism whereby, prior to an electric base rate case, the Company may recover through a rider that is updated every six months a return on its capital costs for the project, at its overall cost of capital, including a return on equity. The first rider adjustment for ongoing cost recovery was approved by the IURC on February 6, 2002. Based on the level of system-wide emissions reductions required and the control technology utilized to achieve the reductions, the current estimated clean coal technology construction cost ranges from $240 million to $250 million and is expected to be expended during the 2001-2006 period. Through March 31, 2003, $80.8 million has been expended. On June 5, 2002, the Company filed a new proceeding to update the NOx project cost and to obtain approval of a second rider authorizing ongoing recovery of depreciation and operating costs related to the clean coal technology. After the equipment is installed and operational, related annual operating expenses, including depreciation expense, are estimated to be between $24 million and $27 million. Such expenses would commence in 2004 when the technology becomes operational. On January 3, 2003, the IURC approved a settlement that authorizes total capital cost investment for this project up to $244 million (excluding AFUDC) and recovery on those capital costs, as well as the recovery of future operating costs, including depreciation and purchased emission allowances, through a rider mechanism. The settlement establishes a fixed return of 8 percent on the capital investment, which approximates the return authorized in the Company's last electric rate case in 1995. The Company expects to achieve timely compliance as a result of the project. Construction of the first SCR at Culley was completed on schedule, and construction of the Warrick 4 and Brown SCRs is proceeding on schedule. Installation of SCR technology as planned is expected to reduce the Company's overall NOx emissions to levels compliant with Indiana's NOx emissions budget allotted by the USEPA. Therefore, the Company has recorded no accrual for potential penalties that may result from noncompliance. Culley Generating Station Litigation In the late 1990's, the USEPA initiated an investigation under Section 114 of the Act of SIGECO's coal-fired electric generating units in commercial operation by 1977 to determine compliance with environmental permitting requirements related to repairs, maintenance, modifications, and operations changes. The focus of the investigation was to determine whether new source review permitting requirements were triggered by such plant modifications, and whether the best available control technology was, or should have been used. Numerous electric utilities were, and are currently, being investigated by the USEPA under an industry-wide review for compliance. In July 1999, SIGECO received a letter from the Office of Enforcement and Compliance Assurance of the USEPA discussing the industry-wide investigation, vaguely referring to an investigation of SIGECO and inviting SIGECO to participate in a discussion of the issues. No specifics were noted; furthermore, the letter stated that the communication was not intended to serve as a notice of violation. Subsequent meetings were conducted in September and October 1999 with the USEPA and targeted utilities, including SIGECO, regarding potential remedies to the USEPA's general allegations. On November 3, 1999, the USEPA filed a lawsuit against seven utilities, including SIGECO. SIGECO's suit is pending in the U.S. District Court for the Southern District of Indiana. The USEPA alleges that, beginning in 1992, SIGECO violated the Act by (1) making modifications to its Culley Generating Station in Yankeetown, Indiana without obtaining required permits (2) making major modifications to the Culley Generating Station without installing the best available emission control technology and (3) failing to notify the USEPA of the modifications. In addition, the lawsuit alleges that the modifications to the Culley Generating Station required SIGECO to begin complying with federal new source performance standards at its Culley Unit 3. SIGECO believes it performed only maintenance, repair, and replacement activities at the Culley Generating Station, as allowed under the Act. Because proper maintenance does not require permits, application of the best available control technology, notice to the USEPA, or compliance with new source performance standards, SIGECO believes that the lawsuit is without merit, and intends to vigorously defend itself. Since the filing of this lawsuit, the USEPA has voluntarily dismissed a majority of the claims brought in its original complaint. In its original complaint, USEPA alleged significant emissions increases of three pollutants for each of four maintenance projects. Currently, USEPA is alleging only significant emission increases of a single pollutant at three of the four maintenance projects cited in the original complaint. The lawsuit seeks fines against SIGECO in the amount of $27,500 per day per violation. However, on July 29, 2002, the Court ruled that USEPA could not seek civil penalties for two of the three remaining projects at issue in the litigation, significantly reducing potential civil penalty exposure. The lawsuit also seeks a court order requiring SIGECO to install the best available emissions technology at the Culley Generating Station. If the USEPA were successful in obtaining an order, SIGECO estimates that in response it could incur capital costs of approximately $20 million to $40 million to comply with the order. Trial is currently set to begin July 14, 2003. The USEPA has also issued an administrative notice of violation to SIGECO making the same allegations, but alleging that violations began in 1977. While it is possible that SIGECO could be subjected to criminal penalties if the Culley Generating Station continues to operate without complying with the permitting requirements of new source review and the allegations are determined by a court to be valid, SIGECO believes such penalties are unlikely as the USEPA and the electric utility industry have a bonafide dispute over the proper interpretation of the Act. Accordingly, the Company has recorded no accrual and the plant continues to operate while the matter is being decided. Information Request On January 23, 2001, SIGECO received an information request from the USEPA under Section 114 of the Act for historical operational information on the Warrick and A.B. Brown generating stations. SIGECO has provided all information requested, and no further action has occurred. Manufactured Gas Plants In the past, Indiana Gas and others operated facilities for the manufacture of gas. Given the availability of natural gas transported by pipelines, these facilities have not been operated for many years. Under currently applicable environmental laws and regulations, Indiana Gas and others may now be required to take remedial action if certain byproducts are found above the regulatory thresholds at these sites. Indiana Gas has identified the existence, location, and certain general characteristics of 26 gas manufacturing and storage sites for which it may have some remedial responsibility. Indiana Gas has completed a remedial investigation/feasibility study (RI/FS) at one of the sites under an agreed order between Indiana Gas and the IDEM, and a Record of Decision was issued by the IDEM in January 2000. Although Indiana Gas has not begun an RI/FS at additional sites, Indiana Gas has submitted several of the sites to the IDEM's Voluntary Remediation Program and is currently conducting some level of remedial activities including groundwater monitoring at certain sites where deemed appropriate and will continue remedial activities at the sites as appropriate and necessary. In conjunction with data compiled by environmental consultants, Indiana Gas has accrued the estimated costs for further investigation, remediation, groundwater monitoring, and related costs for the sites. While the total costs that may be incurred in connection with addressing these sites cannot be determined at this time, Indiana Gas has recorded costs that it reasonably expects to incur totaling approximately $20.4 million. The estimated accrued costs are limited to Indiana Gas' proportionate share of the remediation efforts. Indiana Gas has arrangements in place for 19 of the 26 sites with other potentially responsible parties (PRP), which serve to limit Indiana Gas' share of response costs at these 19 sites to between 20% and 50%. With respect to insurance coverage, Indiana Gas has received and recorded settlements from all known insurance carriers in an aggregate amount approximating $20.4 million. Environmental matters related to manufactured gas plants have had no material impact on earnings since costs recorded to date approximate PRP and insurance settlement recoveries. While Indiana Gas has recorded all costs which it presently expects to incur in connection with activities at these sites, it is possible that future events may require some level of additional remedial activities which are not presently foreseen. In October 2002, the Company received a formal information request letter from the IDEM regarding five manufactured gas plants owned and/or operated by SIGECO and not currently enrolled in the IDEM's Voluntary Remediation Program. In response SIGECO submitted to the IDEM the results of preliminary site investigations conducted in the mid-1990's. These site investigations confirmed that based upon the conditions known at the time, the sites posed no risk to human health or the environment. Follow up reviews have recently been initiated by the Company to confirm that the sites continue to pose no such risk. Impact of Recently Issued Accounting Guidance SFAS 143 In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The Company adopted this statement on January 1, 2003. The adoption was not material to the Company's results of operations or financial condition. The Company records a net cost of removal to its utility plant through normal depreciation rates. As of March 31, 2003 and December 31, 2002 such removal costs approximated $380 million of accumulated depreciation as presented in the condensed consolidated balance sheets based upon the Company's latest depreciation studies. SFAS 149 In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" (SFAS 149). SFAS 149 amends and clarifies the accounting guidance on (1) derivative instruments, including certain derivative instruments embedded in other contracts, and (2) hedging activities that fall within the scope of FASB Statement No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities. SFAS 149 amends SFAS 133 to reflect decisions that were made (1) as part of the process undertaken by the Derivatives Implementation Group (DIG), which necessitated amending SFAS 133; (2) in connection with other projects dealing with financial instruments; and (3) regarding implementation issues related to the application of the definition of a derivative. SFAS 149 also amends certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. Although management is still evaluating the impact of SFAS 149 on its financial position and results of operations, the adoption is not expected to have a material effect. Financial Accounting Interpretation (FIN) 45 In November 2002, the FASB issued Interpretation 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN 45). FIN 45 clarifies the requirements for a guarantor's accounting for and disclosure of certain guarantees issued and outstanding and that a guarantor is required to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken. The objective of the initial measurement of that liability is the fair value of the guarantee at its inception. The initial recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. Since that date, the adoption has not had a material effect on the Company's results of operations or financial condition. FIN 46 In January 2003, the FASB issued Interpretation 46, "Consolidation of Variable Interest Entities" (FIN 46). FIN 46 addresses consolidation by business enterprises of variable interest entities and significantly changes the consolidation requirements for those entities. FIN 46 is intended to achieve more consistent application of consolidation policies to variable interest entities and, thus improves comparability between enterprises engaged in similar activities when those activities are conducted through variable interest entities. FIN 46 applies to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. FIN 46 applies to the Company's third quarter for variable interest entities in which the Company holds a variable interest acquired before February 1, 2003. Although management is still evaluating the impact of FIN 46 on its financial position and results of operations, the adoption is not expected to have a material effect. Financial Condition Within Vectren's consolidated group, VUHI funds short-term and long-term financing needs of the regulated operations. Vectren does not guarantee VUHI's debt. VUHI's currently outstanding long-term and short-term borrowing arrangements are jointly and severally guaranteed by Indiana Gas, SIGECO, and VEDO. The guarantees are full and unconditional and joint and several, and VUHI has no subsidiaries other than the subsidiary guarantors. Information about the subsidiary guarantors as a group is included in Note 4 to the condensed consolidated financial statements. VUHI's long-term and short-term obligations outstanding at March 31, 2003 totaled $350.0 million and $312.6 million, respectively. Additionally, prior to VUHI's formation, Indiana Gas and SIGECO funded their operations separately, and therefore, have debt outstanding funded solely by their operations. VUHI's operations have historically funded the majority of Vectren's common stock dividends. VUHI's and Indiana Gas' credit ratings on outstanding senior unsecured debt at March 31, 2003 are A-/Baa1 as rated by Standard and Poor's Ratings Services (Standard and Poor's) and Moody's Investor's Service (Moody's), respectively. SIGECO's credit ratings on outstanding senior unsecured debt at March 31, 2003 are BBB+/Baa1. SIGECO's credit ratings on outstanding secured debt at December 31, 2002 are A-/A3. VUHI's commercial paper has a credit rating of A-2/P-2. Moody's current outlook is stable while Standard and Poor's current outlook is negative. The ratings of Moody's and Standard and Poor's are categorized as investment grade and are unchanged from December 31, 2002. A security rating is not a recommendation to buy, sell, or hold securities. The rating is subject to revision or withdrawal at any time, and each rating should be evaluated independently of any other rating. Moody's and Standard and Poor's lowest level investment grade rating is Baa3 and BBB-, respectively. The Company's consolidated equity capitalization objective is 45-55% of total capitalization. This objective may have varied, and will vary, depending on particular business opportunities, capital spending requirements, and seasonal factors that affect the Company's operation. The Company's equity component was 48% and 46% of total capitalization, including current maturities of long-term debt and long-term debt subject to tender, at March 31, 2003 and December 31, 2002, respectively. The Company expects the majority of its capital expenditures and debt security redemptions to be provided by internally generated funds. However, additional permanent financing may be required due to significant capital expenditures for NOx compliance equipment at SIGECO and plans to further strengthen the Company's capital structure and the capital structures of its utility subsidiaries. These plans may include the issuance of new equity to Vectren and the issuance of additional long-term debt and the calling of certain long-term debt at SIGECO and Indiana Gas. In April 2003, the Company filed with the United States Securities and Exchange Commission a Form S-3 to issue a maximum of $200 million in debt securities. Specific to the NOx compliance project, the Company is authorized an 8 percent return on its capital investments through approved rider recovery mechanisms. Sources & Uses of Liquidity Operating Cash Flow The Company's primary and historical source of liquidity to fund working capital requirements has been cash generated from operations, which for the three months ended March 31, 2003 and 2002 was $127.9 million and $173.4 million, respectively. The decrease of $45.5 million is primarily the result of more favorable changes in working capital accounts occurring in 2002 due to a return to lower gas prices in that year, offset by increased earnings before non-cash charges in 2003. Financing Cash Flow Although working capital requirements are generally funded by cash flow from operations, the Company uses short-term borrowings to supplement working capital needs when accounts receivable balances are at their highest and gas storage is refilled. Additionally short-term borrowings are required for capital projects and investments until they are permanently financed. Cash flow required for financing activities of $68.2 million for the three months ended March 31, 2003 includes a decrease in borrowings outstanding of $50.1 million and increased common stock dividends compared to 2002. In 2002, higher operating cash flow was used to repay $119.1 million in borrowings. Financing Transactions In January, 2003, the Company called the remaining $23.8 million of Indiana Gas' 9.375% private placement notes originally due in 2021. The total amount paid on redemption was $24.9 million. Pursuant to regulatory authority, the premium paid was deferred as a regulatory asset. Also in January, 2003, other debt of Indiana Gas totaling $15.0 million was paid as scheduled. At December 31, 2002, the Company had $26.6 million of adjustable rate senior unsecured bonds which could, at the election of the bondholder, be tendered to the Company when interest rates are reset. Such bonds were classified as long-term debt subject to tender. Subsequent to March 31, 2003, the Company re-marketed those bonds on a long-term basis and has therefore reclassified them as long-term debt at March 31, 2003. Investing Cash Flow Cash required for investing activities of $49.3 million for the three months ended March 31, 2003 includes $49.4 million of requirements for capital expenditures. Investing activities for 2002 were $31.3 million. The increase occurring in 2003 is principally the result of additional capital expenditures, principally for the NOx project and implementation of choice programs in Ohio, and payments to other Vectren subsidiaries for the transfer of assets. Available Sources of Liquidity At March 31, 2003, the Company has $475.0 million of short-term borrowing capacity, of which approximately $159.2 million is available. Subsequent to December 31, 2002, the Company increased its capacity $145.0 million to $475.0 million. Planned Capital Expenditures & Investments Capital expenditures for the remainder to 2003 are estimated to be approximately $185 million. 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: o Factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to fossil fuel costs; unanticipated changes to gas supply costs, or availability due to higher demand, shortages, transportation problems or other developments; environmental or pipeline incidents; transmission or distribution incidents; unanticipated changes to electric energy supply costs, or availability due to demand, shortages, transmission problems or other developments; or electric transmission or gas pipeline system constraints. o Increased competition in the energy environment including effects of industry restructuring and unbundling. o Regulatory factors such as unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under traditional regulation, and the frequency and timing of rate increases. o Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board; the Securities and Exchange Commission; the Federal Energy Regulatory Commission; state public utility commissions; state entities which regulate electric and natural gas transmission and distribution, natural gas gathering and processing, electric power supply; and similar entities with regulatory oversight. o Economic conditions including the effects of an economic downturn, inflation rates, and monetary fluctuations. o Changing market conditions and a variety of other factors associated with physical energy and financial trading activities including, but not limited to, price, basis, credit, liquidity, volatility, capacity, interest rate, and warranty risks. o Direct or indirect effects on our business, financial condition or liquidity resulting from a change in credit ratings, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries. o Employee workforce factors including changes in key executives, collective bargaining agreements with union employees, or work stoppages. o Legal and regulatory delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures. o Costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters, including, but not limited to, those described in Management's Discussion and Analysis of Results of Operations and Financial Condition. o Changes in federal, state or local legislature requirements, such as changes in tax laws or rates, environmental laws and regulations. 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to various business risks associated with commodity prices, interest rates, and counter-party credit. These financial exposures are monitored and managed by the Company as an integral part of its overall risk management program. The Company's risk management program includes, among other things, the use of derivatives to mitigate risk. The Company also executes derivative contracts in the normal course of operations while buying and selling commodities and other fungible goods to be used in operations and while optimizing generation assets. The Company does not execute derivative contracts for speculative or trading purposes. These risks are not significantly different from the information set forth in Item 7A Quantitative and Qualitative Disclosures About Market Risk included in the Vectren 2002 Form 10-K and is therefore not presented herein. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Within 90 days prior to the filing of the report, the Company carried out an evaluation under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the effectiveness and the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective in bringing to their attention on a timely basis material information relating to the Company required to be disclosed by the Company in its filings under the Securities Exchange Act of 1934 (Exchange Act). Disclosure controls and procedures, as defined by the Exchange Act in Rules 13a-14(c) and 15d-14(c), are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. "Disclosure controls and procedures" include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its Exchange Act reports is accumulated and communicated to the Company's management, including its principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Since the evaluation of disclosure controls and procedures, there have been no significant changes to the Company's internal controls and procedures or significant changes in other factors that could significantly affect the Company's internal controls and procedures. Internal control, as defined in American Institute of Certified Public Accountants Codification of Statements on Auditing Standards (AU ss.319), is a process, effected by an entity's board of directors, management, and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories: (a) reliability of financial reporting, (b) effectiveness and efficiency of operations and (c) compliance with applicable laws and regulations. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is party to various legal proceedings arising in the normal course of business. In the opinion of management, there are no legal proceedings pending against the Company that are likely to have a material adverse effect on its financial position or results of operations. See Note 8 of its unaudited consolidated condensed financial statements included in Part 1 Item 1 Financial Statements regarding the Clean Air Act and related legal proceedings. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports On Form 8-K During The Last Calendar Quarter On January 31, 2003, The Company filed a Current Report on Form 8-K with respect to the release of the Company's and Vectren Corporation's preliminary financial information to the investment community regarding the Company's results of operations, for the three and twelve month periods ended December 31, 2002. Item 5. Other Events Item 7. Exhibits 99.1 - Press Release - Vectren Reports Preliminary 2002 Results 99.2 - 2002 Selected Financial Data and Effects of Restatement 99.3 - Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 On March 14, 2003, The Company filed a Current Report on Form 8-K with respect to the release of the Company's and Vectren Corporation's financial information to the investment community regarding the Company's results of operations, financial position and cash flows for the three and twelve month periods ended December 31, 2002. Item 9. Regulation FD Disclosure Item 7. Exhibits 99.1 - Press Release - Vectren Reports Final 2002 Earnings 99.2 - Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 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 thereunto duly authorized. VECTREN UTILITY HOLDINGS, INC. Registrant May 15, 2003 /s/Jerome A. Benkert, Jr. ------------------------- Jerome A. Benkert, Jr. Executive Vice President & Chief Financial Officer (Principal Financial Officer) /s/M. Susan Hardwick -------------------------- M. Susan Hardwick Vice President & Controller (Principal Accounting Officer) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CHIEF EXECUTIVE OFFICER CERTIFICATION I, Niel C. Ellerbrook, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vectren Utility Holdings, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 15, 2003 /s/ Niel C. Ellerbrook ---------------------------------------------- Niel C. Ellerbrook Chairman & Chief Executive Officer CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CHIEF FINANCIAL OFFICER CERTIFICATION I, Jerome A. Benkert, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vectren Utility Holdings, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 15, 2003 /s/ Jerome A. Benkert, Jr. ---------------------------------- Jerome A. Benkert, Jr. Executive Vice President & Chief Financial Officer CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION By signing below, each of the undersigned officers hereby certifies pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge, (i) this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Vectren Utility Holdings, Inc. Signed this 15th day of May, 2003. /s/ Jerome A. Benkert, Jr. /s/ Niel C. Ellerbrook - ---------------------------------- ----------------------------------- (Signature of Authorized Officer) (Signature of Authorized Officer) Jerome A. Benkert, Jr. Niel C. Ellerbrook - ---------------------------------- ----------------------------------- (Typed Name) (Typed Name) Executive Vice President & Chief Financial Officer Chairman & Chief Executive Officer - --------------------------------- ------------------------------------ (Title) (Title) -----END PRIVACY-ENHANCED MESSAGE-----