-----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, VG6IWTMAcppGHIcXX2XTj7Xmp5S/B3KG9nBOIfAbQ3sp62rG3Z8Jfe4QQB8f+HQE PNlTU5cSWboYamDc/xHb9w== 0001096385-03-000143.txt : 20031022 0001096385-03-000143.hdr.sgml : 20031022 20031022165627 ACCESSION NUMBER: 0001096385-03-000143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN UTILITY HOLDINGS INC CENTRAL INDEX KEY: 0001129542 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352104850 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16739 FILM NUMBER: 03952361 BUSINESS ADDRESS: STREET 1: 20 NW 4TH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA GAS CO INC CENTRAL INDEX KEY: 0000050183 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 350793669 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06494 FILM NUMBER: 03952360 BUSINESS ADDRESS: STREET 1: 20 N. W. FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: 20 N. W. FOURTH ST STREET 2: 20 N. W. FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 FORMER COMPANY: FORMER CONFORMED NAME: INDIANA GAS & WATER CO INC DATE OF NAME CHANGE: 19701023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN INDIANA GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000092195 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 350672570 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03553 FILM NUMBER: 03952362 BUSINESS ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN CORP CENTRAL INDEX KEY: 0001096385 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352086905 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15467 FILM NUMBER: 03952359 BUSINESS ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 8-K 1 vvc-8k_sept03release.txt EARNINGS RELEASE FOR VECTREN CORP & SUBS FOR 3RD QTR SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 21, 2003 VECTREN CORPORATION (Exact name of registrant as specified in its charter) Commission Registrant, State of Incorporation, I.R.S Employer File No. Address, and Telephone Number Identification No. ---------- ----------------------------------- ----------------- 1-15467 Vectren Corporation 35-2086905 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 1-16739 Vectren Utility Holdings, Inc. 35-2104850 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 1-3553 Southern Indiana Gas and Electric Company 35-0672570 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 1-6494 Indiana Gas Company, Inc. 35-0793669 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 Item 7. Exhibits 99-1 Press Release - Vectren Corporation Reports Third Quarter 2003 Results 99-2 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 Item 12. Results of Operations and Financial Condition The following information regarding an earnings release is furnished to the Securities and Exchange Commission under Item 12. On October 21, 2003, Vectren Corporation (the Company) released financial information to the investment community regarding the Company's results of operations for the three, nine, and twelve month periods ended September 30, 2003. The financial information released is included herein as Exhibit 99-1. This information does not include footnote disclosures and should not be considered complete financial statements. Vectren Corporation is the parent Company of Vectren Utility Holdings, Inc. (VUHI). VUHI serves as the intermediate holding company of the Company's three operating public utilities, which include Southern Indiana Gas and Electric Company and Indiana Gas Company, Inc. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company is hereby filing cautionary statements identifying important factors that could cause actual results of the Company and its subsidiaries, including Vectren Utility Holdings, Inc., Indiana Gas Company, Inc. and Southern Indiana Gas and Electric Company, to differ materially from those projected in forward-looking statements of the Company and its subsidiaries made by, or on behalf of, the Company and its subsidiaries. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VECTREN CORPORATION VECTREN UTILITY HOLDINGS, INC. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY INDIANA GAS COMPANY, INC. October 22, 2003 By: /s/ M. Susan Hardwick ----------------------------- M. Susan Hardwick Vice President and Controlle EX-99.1 EARNINGS 3 vvc-release99_1.txt RELEASE AND FINANCIALS EX 99-1 Vectren Corporation P.O. Box 209 Evansville, IN 47702-0209 FOR IMMEDIATE RELEASE October 21, 2003 Vectren Corporation Reports Third Quarter 2003 Results Evansville, Indiana - Vectren Corporation (NYSE:VVC) today reported 2003 third quarter earnings of $7.3 million, or $0.10 per share, compared to net income of $13.5 million, or $0.20 per share, for the same period last year. For the nine months ended September 30, 2003, reported earnings were $67.1 million, or $0.97 per share, compared to $71.6 million, or $1.06 per share, for the same period in 2002. Results for 2003 include the impact on earnings per average share related to the August equity offering of approximately 7.5 million shares. The 2003 third quarter results declined $0.10 per share as compared to last year due primarily to lower electric margin of $7.4 million, or $.06 per share. This was attributable to milder cooling weather which was $3.6 million, or $0.03 per share and the effects of the economy and slightly lower wholesale power margins. The remaining decrease for the quarter was due to higher depreciation and increased operating expenses primarily due to timing. Said Niel C. Ellerbrook, Chairman, President and CEO, "Results from our utility group were impacted by mild weather and an economy which has not measurably improved during the third quarter. Performance of our nonregulated business group continues to meet expectations and is on track to increase its earnings contribution again this year." 2003 Earnings Guidance The impacts of high gas costs and slow economic recovery, coupled with lower third quarter results, has caused the Company to lower 2003 guidance by $0.10 per share. Vectren's current expectation is now in the range of $1.55 to $1.65 per share. Utility Group Utility group earnings for the third quarter 2003 were $2.4 million as compared to $9.0 million for the same quarter last year. Year-to-date earnings were $51.1 million as compared to $59.7 million for the same period last year. Electric utility margin was $66.4 million, a decrease of $7.4 million compared to the third quarter of 2002. Accounting for approximately half of the decline, mild cooling weather compared to last year resulted in decreased volumes sold to retail and firm wholesale customers of 8% in 2003. In addition, impacts of the slow economy and slightly lower non-firm wholesale power margins also decreased non-weather related electric margin. Electric margin for the nine months was comparable to the prior year as the declines due to mild weather of $6.5 million and economic impacts were offset by increased non-firm wholesale power margins. Gas utility margin for the third quarter, a non-heating, base load usage quarter, was generally flat compared to the prior year period. While margin was flat, residential and commercial usage increased slightly, offset by declining industrial usage due to the slow economic conditions. Year-to-date gas utility margin was $248.9 million, an increase of $19.9 million over 2002. Weather for the nine month period was 19% colder than 2002 and 8% colder than normal, impacting margin by approximately $12.6 million. The remaining increase in margin is attributable primarily to the recovery of higher gross receipts and excise taxes on higher gas costs and the recovery of Ohio customer choice implementation costs, partially offset by the negative effect of high gas prices on customer usage. Increased other operating costs of $2.4 million during the quarter results primarily from the timing of routine expenditures between the two periods. For the nine month period, other operating costs increased $12.8 million due to timing of routine expenditures and maintenance projects, expensing of Ohio Choice implementation costs recovered through rates, increased uncollectible accounts expense due to higher gas costs, and increased employee benefit costs. Increased depreciation and amortization expenses for the three and nine month periods reflect the addition of nearly $100 million of utility plant placed in service. Interest costs for the comparable periods reflect the impact of the permanent financing completed in the third quarter of 2003 and lower short term interest rates. Nonregulated Group (all amounts following in this section are after tax) Nonregulated earnings for the third quarter 2003 were $5.7 million as compared to $5.8 million for the same quarter last year. Year-to-date earnings were $17.6 million as compared to $14.6 million for the same period last year. The Energy Marketing and Services group reported third quarter and year to date results of $4.0 million and $ 14.5 million that exceeded the prior year periods by $1.1 million and $3.4 million, respectively. During the quarter, a $2.6 million gain was recorded from the sale of an investment in a company that provides real-time power plant and transmission line status information using wireless technology. This was offset by decreased earnings from gas marketing primarily from the timing of receipt of pipeline discounts, lower gas peaker sales and a non-recurring charge in 2003. The Coal Mining group reported results for the quarter of $3.0 million, a decrease of $1.0 million, and year to date results of $10.2 million, an increase of $1.3 million. Results reflect Synfuel related fees and credits which increased $1.6 million to $3.6 million for the quarter and increased $5.2 million to $10.2 million for the nine-month period. Mining operations were down, principally attributable to lower mine yields. Corporate In July, the Company completed the sale of $100 million of 10-year unsecured notes with a 5.25% coupon and $100 million of 15-year notes with a coupon of 5.75%. In addition to issuing debt at attractive long-term rates, the Company also refunded $80 million of higher coupon debt. The debt was issued by Vectren Utility Holdings to fund the utilities capital program. In August, the Company completed a public offering of 7,441,400 million shares of common stock, including the overallotment option. The Company realized net proceeds of approximately $163 million. The combination of both the debt and equity offerings allowed the Company to reduce its short-term debt balances, enhancing both liquidity and improving the Company's strong credit profile. Please SEE ATTACHED unaudited schedules for additional financial information Live Webcast on October 22 Vectren Corporation officers will discuss third quarter results and provide an outlook for 2003 during a conference call for analysts scheduled at 2:30 p.m. EDT (1:30 CDT), Wednesday October 22, 2003. You are invited to listen to the live Webcast and view the supporting slides by accessing the Investor Relations link on Vectren's Web site at www.Vectren.com. Interested parties may also view the slide presentation and listen to the Webcast replay via Vectren's Web site beginning two hours after the completion of the Webcast. About Vectren Vectren Corporation is an energy and applied technology holding company headquartered in Evansville, Indiana. Vectren's energy delivery subsidiaries provide gas and/or electricity to over one million customers in adjoining service territories that cover nearly two-thirds of Indiana and west central Ohio. Vectren's non-regulated subsidiaries and affiliates currently offer energy-related products and services to customers throughout the surrounding region. These services include energy marketing; coal mining; utility infrastructure services; and broadband communication services. To learn more about Vectren, visit www.vectren.com. Safe Harbor for Forward Looking Statements This document contains forward-looking statements, which are based on management's beliefs and assumptions that derive from information currently known by management. Vectren wishes to caution readers that actual results could differ materially from those contained in this document. Additional detailed information concerning a number of factors that could cause actual results to differ materially from the information that is provided to you is readily available in our report Form 10-K as amended on Form 10-K/A filed with the Securities and Exchange Commission on June 18, 2003. Investor Contact Steven M. Schein, (812) 491-4209, sschein@vectren.com ------------------- Media Contact Jeffrey W. Whiteside, (812) 491-4205, jwhiteside@vectren.com ---------------------- ###
VECTREN CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Thousands, except for share amounts) (Unaudited) Three Months Nine Months Ended September 30 Ended September 30 --------------------- ----------------------- 2003 2002 2003 2002 --------------------- ----------------------- As Restated As Restated ----------- ----------- OPERATING REVENUE: Gas utility $ 115,735 $ 88,497 $ 790,289 $ 586,689 Electric utility 133,987 189,550 343,606 475,274 Energy services and other 29,118 26,345 90,829 253,005 --------- -------- ---------- ---------- Total operating revenues 278,840 304,392 1,224,724 1,314,968 --------- -------- ---------- ---------- OPERATING EXPENSES: Cost of gas sold 72,044 45,720 541,429 357,697 Fuel for electric generation 24,954 22,872 66,320 59,731 Purchased electric energy 42,644 92,905 101,830 239,450 Cost of energy services and other 21,966 16,306 66,561 223,147 Other operating 57,193 54,767 179,395 168,323 Merger and integration costs - - - - Restructuring costs - - - - Depreciation and amortization 32,930 30,419 96,742 88,173 Taxes other than income taxes 8,937 9,794 42,055 38,367 --------- -------- ---------- ---------- Total operating expenses 260,668 272,783 1,094,332 1,174,888 --------- -------- ---------- ---------- OPERATING INCOME 18,172 31,609 130,392 140,080 OTHER INCOME (EXPENSE): Equity in earnings (losses) of unconsolidated investments (2,227) 1,707 6,450 8,500 Other - net 8,329 3,770 6,174 9,017 --------- -------- ---------- ---------- Total other income (expense) 6,102 5,477 12,624 17,517 --------- -------- ---------- ---------- INTEREST EXPENSE 19,557 19,443 56,694 58,788 --------- -------- ---------- ---------- INCOME (LOSS) BEFORE INCOME TAXES 4,717 17,643 86,322 98,809 INCOME TAXES (2,630) 3,663 19,158 27,022 MINORITY INTEREST IN SUBSIDIARY 21 375 54 128 PREFERRED DIVIDEND REQUIREMENT OF SUBSIDIARY 4 15 18 25 --------- -------- ---------- ---------- NET INCOME $ 7,322 $ 13,590 $ 67,092 $ 71,634 ========= ======== ========== ========== AVERAGE COMMON SHARES OUTSTANDING 71,593 67,601 69,033 67,573 DILUTED COMMON SHARES OUTSTANDING 71,856 67,807 69,298 67,842 EARNINGS PER SHARE OF COMMON STOCK BASIC: EARNINGS PER SHARE OF COMMON STOCK $ 0.10 $ 0.20 $ 0.97 $ 1.06 ========= ======== ========== ========== DILUTED: EARNINGS PER SHARE OF COMMON STOCK $ 0.10 $ 0.20 $ 0.97 $ 1.06 ========= ======== ========== ==========
VECTREN CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Thousands, except for share amounts) (Unaudited) Twelve Months Ended September 30 --------------------------- 2003 2002 --------------------------- As Restated ----------- OPERATING REVENUE: Gas utility $ 1,112,627 $ 835,863 Electric utility 476,448 567,071 Energy services and other 125,015 362,848 ----------- ---------- Total operating revenues 1,714,090 1,765,782 ----------- ---------- OPERATING EXPENSES: Cost of gas sold 754,948 516,585 Fuel for electric generation 88,208 77,280 Purchased electric energy 158,647 263,475 Cost of energy services and other 92,831 321,890 Other operating 234,020 235,202 Merger and integration costs - 720 Restructuring costs - 4,666 Depreciation and amortization 128,200 116,411 Taxes other than income taxes 55,590 52,177 ----------- ---------- Total operating expenses 1,512,444 1,588,406 ----------- ---------- OPERATING INCOME 201,646 177,376 OTHER INCOME (EXPENSE): Equity in earnings (losses) of unconsolidated investments 7,032 6,938 Other - net 8,679 14,337 ----------- ---------- Total other income (expense) 15,711 21,275 ----------- ---------- INTEREST EXPENSE 76,387 79,340 ----------- ---------- INCOME (LOSS) BEFORE INCOME TAXES 140,970 119,311 INCOME TAXES 31,019 25,402 MINORITY INTEREST IN SUBSIDIARY 440 (61) PREFERRED DIVIDEND REQUIREMENT OF SUBSIDIARY 25 35 ----------- ---------- NET INCOME $ 109,486 $ 93,935 =========== ========== AVERAGE COMMON SHARES OUTSTANDING 68,674 67,560 DILUTED COMMON SHARES OUTSTANDING 68,959 67,805 EARNINGS PER SHARE OF COMMON STOCK BASIC: EARNINGS PER SHARE OF COMMON STOCK $ 1.59 $ 1.39 =========== ========== DILUTED: EARNINGS PER SHARE OF COMMON STOCK $ 1.59 $ 1.39 =========== ==========
VECTREN UTILITY HOLDINGS AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Thousands, except for share amounts) (Unaudited) Three Months Nine Months Ended September 30 Ended September 30 ----------------------- ------------------------ 2003 2002 2003 2002 ----------------------- ------------------------ As Restated As Restated ----------- ----------- OPERATING REVENUE: Gas utility $ 115,735 $ 88,497 $ 790,289 $ 586,689 Electric utility 133,987 189,550 343,606 475,274 Other 197 108 594 209 --------- --------- ---------- ---------- Total operating revenues 249,919 278,155 1,134,489 1,062,172 --------- --------- ---------- ---------- OPERATING EXPENSES: Cost of gas sold 72,044 45,720 541,429 358,315 Fuel for electric generation 24,954 22,872 66,320 59,731 Purchased electric energy 42,644 92,905 101,830 239,450 Other operating 51,365 49,035 161,863 149,090 Merger and integration costs - - - - Restructuring costs - - - - Depreciation and amortization 30,356 27,806 88,799 80,926 Taxes other than income taxes 9,200 9,498 41,782 37,574 --------- --------- ---------- ---------- Total operating expenses 230,563 247,836 1,002,023 925,086 --------- --------- ---------- ---------- OPERATING INCOME 19,356 30,319 132,466 137,086 OTHER INCOME (EXPENSE): Equity in earnings (losses) of unconsolidated affiliates (35) (415) (453) (931) Other - net 2,238 701 956 6,539 --------- --------- ---------- ---------- Total other income (expense) 2,203 286 503 5,608 --------- --------- ---------- ---------- INTEREST EXPENSE 17,079 16,883 49,459 51,723 --------- --------- ---------- ---------- INCOME BEFORE INCOME TAXES 4,480 13,722 83,510 90,971 INCOME TAXES 2,155 4,716 32,428 31,242 PREFERRED DIVIDEND REQUIREMENT OF SUBSIDIARY 4 15 18 25 --------- --------- ---------- ---------- NET INCOME $ 2,321 $ 8,991 $ 51,064 $ 59,704 ========= ========= ========== ==========
VECTREN UTILITY HOLDINGS AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Thousands, except for share amounts) (Unaudited) Twelve Months Ended September 30 ----------------------------- 2003 2002 ----------------------------- As Restated ----------- OPERATING REVENUE: Gas utility $ 1,112,627 $ 835,863 Electric utility 476,448 567,071 Other 673 253 ------------ ----------- Total operating revenues 1,589,748 1,403,187 ----------- ----------- OPERATING EXPENSES: Cost of gas sold 754,948 517,203 Fuel for electric generation 88,208 77,280 Purchased electric energy 158,647 263,475 Other operating 211,317 207,126 Merger and integration costs - 720 Restructuring costs - 2,972 Depreciation and amortization 118,559 106,642 Taxes other than income taxes 54,945 50,594 ----------- ----------- Total operating expenses 1,386,624 1,226,012 ----------- ----------- OPERATING INCOME 203,124 177,175 OTHER INCOME (EXPENSE): Equity in earnings (losses) of unconsolidated affiliates (1,380) (1,379) Other - net 1,558 10,781 ------------ ----------- Total other income (expense) 178 9,402 ----------- ----------- INTEREST EXPENSE 66,855 69,949 ----------- ----------- INCOME BEFORE INCOME TAXES 136,447 116,628 INCOME TAXES 47,958 39,331 PREFERRED DIVIDEND REQUIREMENT OF SUBSIDIARY 25 35 ----------- ----------- NET INCOME $ 88,464 $ 77,262 =========== ===========
VECTREN CORPORATION 3 Months 9 Months SEGMENT HIGHLIGHTS Ended September 30 Ended September 30 ------------------------------------------ (millions, except per share amounts) ------------------------------------------ (Unaudited) 2003 2002 2003 2002 - ---------------------------------------------------------------------------------- As Restated As Restated ----------- ----------- Reported Earnings: Utility Group $ 2.4 $ 9.0 $ 51.1 $ 59.7 Non-regulated Group Energy Marketing and Services 4.0 2.9 14.5 11.1 Mining (0.6) 2.0 - 3.9 Synfuels related 3.6 2.0 10.2 5.0 ----- ------ ----------- ------ Total Coal Mining 3.0 4.0 10.2 8.9 Utility Infrastructure Services 0.2 0.1 (1.0) (0.4) Broadband - 0.1 (1.1) 0.3 Other Businesses (1.5) (1.3) (5.0) (5.3) ----- ------ ----------- ------ Total Non-regulated Group 5.7 5.8 17.6 14.6 Corporate and Other (0.8) (1.3) (1.6) (2.7) ----- ------ ----------- ------ Vectren Consolidated $ 7.3 $ 13.5 $ 67.1 $ 71.6 ===== ====== =========== ======
VECTREN CORPORATION 12 Months SEGMENT HIGHLIGHTS Ended September 30 -------------------------- (millions, except per share amounts) -------------------------- (Unaudited) 2003 2002 * - ------------------------------------------------------------------------------- As Restated ----------- Reported Earnings: Utility Group $ 88.5 $ 77.3 Non-regulated Group Energy Marketing and Services 18.4 12.8 Mining (0.7) 7.4 Synfuels related 14.2 6.8 -------- ------- Total Coal Mining 13.5 14.2 Utility Infrastructure Services (1.8) - Broadband (1.0) 0.1 Other Businesses (7.1) (10.5) -------- ------- Total Non-regulated Group 22.0 16.6 Corporate and Other (1.0) - -------- ------- Vectren Consolidated $ 109.5 $ 93.9 ======== ======= * Reported earnings for the twelve months ended September 30, 2002 includes $4.4 million after tax of merger, integration and restructuring costs as follows: Utility group $3.1 million after tax; Non-regulated group $0.9 million after tax; and Corporate and Other $0.4 million after tax. VECTREN CORPORATION 12 Months FINANCIAL HIGHLIGHTS Ended September 30 ------------------------- 2003 2002 ------------------------- Dividends Paid (per common share, 12 months) $ 1.10 $ 1.06 Annualized Dividend $ 1.10 $ 1.06 Dividend Yield (at close) 4.7% 4.8% Dividend Payout Ratio 69.2% 76.3% Dividend to Book Value 7.9% 8.4% Return on Average Shareholders' Equity 11.5% 11.2% Book Value Per Share $ 13.94 $ 12.59 Market to Book Value (at close) 169% 175% Common Stock Prices (VVC - NYSE) High $ 26.13 $ 26.10 Low $ 19.70 $ 17.95 Close $ 23.62 $ 22.00 Price/Earnings Ratio (trailing) 14.8 15.8 Ratio of Total Debt to Total Capitalization 55% 61% Percent Internally Generated Funds - Utility Group 67% 73% Ratio of Earnings to Fixed Charges - SEC Method Consolidated 2.7 2.3 Utility Group 3.0 2.6 VECTREN CORPORATION SELECTED GAS DISTRIBUTION 3 Months 9 Months OPERATING STATISTICS Ended September 30 Ended September 30 ---------------------- --------------------- 2003 2002 2003 2002 ---------- ---------- --------- ---------- (Unaudited) As Restated As Restated - ---------------------------------- ----------- ----------- GAS OPERATING REVENUES (Thousands): Residential $ 67,722 $ 54,025 $ 521,481 $ 390,767 Commercial 31,504 21,524 197,078 136,003 Contract 15,228 12,329 65,834 57,071 Miscellaneous Revenue 1,281 619 5,896 2,848 ---------- ---------- --------- ---------- $ 115,735 $ 88,497 $ 790,289 $ 586,689 ========== ========== ========= ========== GAS MARGIN (Thousands): Operating Revenues $ 115,735 $ 88,497 $ 790,289 $ 586,689 Cost of Gas 72,044 45,720 541,429 357,697 ---------- ---------- --------- ---------- Margin $ 43,691 $ 42,777 $ 248,860 $ 228,992 ========== ========== ========= ========== GAS SOLD & TRANSPORTED (MDth): Residential 4,214 4,248 58,651 51,552 Commercial 2,590 2,402 23,793 19,993 Contract 18,260 19,827 66,944 68,761 ---------- ---------- --------- ---------- 25,064 26,477 149,388 140,306 ========== ========== ========= ========== AVERAGE GAS CUSTOMERS: Residential 832,945 860,440 859,466 868,235 Commercial 76,376 78,512 78,172 79,527 Contract 33,585 4,136 17,368 4,195 ---------- ---------- --------- ---------- 942,906 943,088 955,006 951,957 ========== ========== ========= ========== WEATHER AS A PERCENT OF NORMAL: Heating Degree Days 203% 56% 108% 91% VECTREN CORPORATION SELECTED GAS DISTRIBUTION 12 Months OPERATING STATISTICS Ended September 30 ------------------------------ 2003 2002 ------------ ------------ (Unaudited) As Restated - ------------------------------------- ------------ GAS OPERATING REVENUES (Thousands): Residential $ 588,890 $ 558,870 Commercial 222,195 190,987 Contract 292,677 84,410 Miscellaneous Revenue 8,865 1,596 ----------- --------- $ 1,112,627 $ 835,863 =========== ========= GAS MARGIN (Thousands): Operating Revenues $ 1,112,627 $ 835,863 Cost of Gas 754,948 516,585 ----------- --------- Margin $ 357,679 $ 319,278 =========== ========= GAS SOLD & TRANSPORTED (MDth): Residential 87,988 74,445 Commercial 34,811 28,167 Contract 93,977 95,082 ----------- --------- 216,776 197,694 =========== ========= AVERAGE GAS CUSTOMERS: Residential 863,957 866,647 Commercial 78,639 79,593 Contract 14,057 4,659 ----------- --------- 956,652 950,899 =========== ========= WEATHER AS A PERCENT OF NORMAL: Heating Degree Days 107% 87%
VECTREN CORPORATION SELECTED ELECTRIC 3 Months 9 Months OPERATING STATISTICS Ended September 30 Ended September 30 ------------------------ ----------------------- 2003 2002 2003 2002 ---------- ----------- --------- ----------- (Unaudited) As Restated As Restated - ---------------------------------- ----------- ----------- --------- ----------- ELECTRIC OPERATING REVENUES (Thousands): Residential $ 36,100 $ 40,127 $ 82,497 $ 86,630 Commercial 23,528 23,600 61,009 61,291 Industrial 23,829 23,684 68,329 66,731 Miscellaneous Revenue 1,798 1,681 4,788 4,172 ---------- --------- --------- ---------- Total Retail 85,255 89,092 216,623 218,824 Wholesale 48,732 100,458 126,983 256,450 ---------- --------- --------- ---------- $ 133,987 $ 189,550 $ 343,606 $ 475,274 ========== ========= ========= ========== ELECTRIC MARGIN (Thousands): Operating Revenues $ 133,987 $ 189,550 $ 343,606 $ 475,274 Cost of Fuel & Purchased Power 67,598 115,777 168,150 299,181 ---------- --------- --------- ---------- Margin $ 66,389 $ 73,773 $ 175,456 $ 176,093 ========== ========= ========= ========== ELECTRICITY SOLD (MWh): Residential 487,890 584,313 1,144,209 1,264,594 Commercial 413,247 452,931 1,076,091 1,135,077 Industrial 646,225 643,567 1,851,906 1,872,241 Miscellaneous Sales 3,542 4,266 12,891 12,734 ---------- --------- --------- --------- Total Retail 1,550,904 1,685,077 4,085,097 4,284,646 Firm Wholesale 169,814 185,636 449,562 476,233 Non-Firm Wholesale 1,014,188 2,661,520 3,039,238 8,297,421 ---------- --------- --------- ---------- 2,734,906 4,532,233 7,573,897 13,058,300 ========== ========= ========= ========== AVERAGE ELECTRIC CUSTOMERS: Residential 117,010 116,104 116,929 115,970 Commercial 16,993 17,001 16,967 17,217 Industrial 162 175 172 175 All Others 21 23 21 23 ---------- --------- --------- ---------- 134,186 133,303 134,089 133,385 ========== ========= ========= ========== WEATHER AS A PERCENT OF NORMAL: Heating Degree Days 203% 56% 108% 91% Cooling Degree Days 93% 126% 82% 122%
VECTREN CORPORATION SELECTED ELECTRIC 12 Months OPERATING STATISTICS Ended September 30 ------------------------------ 2003 2002 ---------- ----------- (Unaudited) As Restated - ----------------------------------------- ---------- ----------- ELECTRIC OPERATING REVENUES (Thousands): Residential $ 103,990 $ 107,501 Commercial 80,338 79,839 Industrial 91,968 86,767 Miscellaneous Revenue 5,656 6,000 ---------- ---------- Total Retail 281,952 280,107 Wholesale 194,496 286,964 ---------- ---------- $ 476,448 $ 567,071 ========== ========== ELECTRIC MARGIN (Thousands): Operating Revenues $ 476,448 $ 567,071 Cost of Fuel & Purchased Power 246,855 340,755 ---------- ---------- Margin $ 229,593 $ 226,316 ========== ========== ELECTRICITY SOLD (MWh): Residential 1,446,830 1,553,735 Commercial 1,408,794 1,462,490 Industrial 2,496,000 2,433,614 Miscellaneous Sales 18,274 18,197 ---------- ---------- Total Retail 5,369,898 5,468,036 Firm Wholesale 591,014 615,026 Non-Firm Wholesale 5,453,431 9,287,680 ---------- ---------- 11,414,343 15,370,742 ========== ========== AVERAGE ELECTRIC CUSTOMERS: Residential 116,718 115,851 Commercial 17,015 17,245 Industrial 173 175 All Others 22 23 ---------- ---------- 133,928 133,294 ========== ========== WEATHER AS A PERCENT OF NORMAL: Heating Degree Days 107% 87% Cooling Degree Days 83% 121% EX-99.2 SAFE HARBOR 4 safeharbor-99_2.txt SAFE HARBOR STATEMENT EX-99.2 Cautionary Statement for Purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. A "safe harbor" for forward-looking statements is provided by the Private Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of 1995 was adopted to encourage such forward-looking statements without the threat of litigation, provided those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Forward-looking statements have been and will be made in written documents and oral presentations of Vectren Corporation and its subsidiaries. Such statements are based on management's beliefs, as well as assumptions made by and information currently available to management. When used in Vectren Corporation and its subsidiaries' documents or oral presentations, the words "believe," "anticipate," "endeavor," "estimate," "expect," "objective," "projection," "forecast," "goal," and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause Vectren Corporation and its subsidiaries' actual results to differ materially from those contemplated in any forward-looking statements included, 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 The performance of projects undertaken by the Company's nonregulated businesses and the success of efforts to invest in and develop new opportunities, including but not limited to, the realization of Section 29 income tax credits and the Company's coal mining, gas marketing, and broadband strategies. o Direct or indirect effects on our business, financial condition or liquidity resulting from a change in our credit rating, 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. Vectren Corporation and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, other factors affecting such statements. -----END PRIVACY-ENHANCED MESSAGE-----