ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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VECTREN CORPORATION
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INDIANA
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35-2086905
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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One Vectren Square
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47708
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common – Without Par
|
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New York Stock Exchange
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Common Stock - Without Par Value
|
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82,204,242
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January 31, 2013
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Class
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|
Number of Shares
|
|
Date
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AFUDC: allowance for funds used during construction
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MCF / BCF: thousands / billions of cubic feet
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ASC: Accounting Standards Codification
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MDth / MMDth: thousands / millions of dekatherms
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BTU / MMBTU: British thermal units / millions of BTU
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MISO: Midwest Independent System Operator
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DOT: Department of Transportation
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MW: megawatts
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EPA: Environmental Protection Agency
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MWh / GWh: megawatt hours / thousands of megawatt hours (gigawatt hours)
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FASB: Financial Accounting Standards Board
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NERC: North American Electric Reliability Corporation
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FERC: Federal Energy Regulatory Commission
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OCC: Ohio Office of the Consumer Counselor
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IDEM: Indiana Department of Environmental Management
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OUCC: Indiana Office of the Utility Consumer Counselor
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IURC: Indiana Utility Regulatory Commission
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PUCO: Public Utilities Commission of Ohio
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IRC: Internal Revenue Code
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Throughput: combined gas sales and gas transportation volumes
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Kv: Kilovolt
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Mailing Address:
One Vectren Square
Evansville, Indiana 47708
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Phone Number:
(812) 491-4000
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Investor Relations Contact:
Robert L. Goocher
Treasurer and Vice President, Investor Relations
rgoocher@vectren.com
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Item
Number
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Page
Number
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Part I
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||
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1
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1A
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Risk Factors
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1B
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Unresolved Staff Comments
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2
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Properties
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3
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Legal Proceedings
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4
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Mine Safety Disclosures
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Part II
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||
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5
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Market for the Company’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
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6
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Selected Financial Data
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7
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Management's Discussion and Analysis of Results of Operations and Financial Condition
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7A
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Qualitative and Quantitative Disclosures About Market Risk
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8
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Financial Statements and Supplementary Data
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9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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9A
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Controls and Procedures, including Management’s Assessment of Internal Controls over Financial Reporting
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9B
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Other Information
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Part III
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||
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10
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Directors, Executive Officers and Corporate Governance
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11
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Executive Compensation
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12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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13
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Certain Relationships, Related Transactions and Director Independence
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14
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Principal Accountant Fees and Services
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|
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Part IV
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||
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15
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Exhibits and Financial Statement Schedules
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Signatures
|
|
|
|
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Date of summer peak load
|
|
7/24/2012
|
|
7/21/2011
|
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8/4/2010
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6/22/2009
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|
7/21/2008
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|||||
Total load at peak
|
|
1,259
|
|
|
1,220
|
|
|
1,275
|
|
|
1,143
|
|
|
1,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Generating capability
|
|
1,298
|
|
|
1,298
|
|
|
1,298
|
|
|
1,295
|
|
|
1,295
|
|
Firm purchase supply
|
|
136
|
|
|
136
|
|
|
136
|
|
|
136
|
|
|
135
|
|
Interruptible contracts & direct load control
|
|
60
|
|
|
60
|
|
|
62
|
|
|
62
|
|
|
62
|
|
Total power supply capacity
|
|
1,494
|
|
|
1,494
|
|
|
1,496
|
|
|
1,493
|
|
|
1,492
|
|
Reserve margin at peak
|
|
19
|
%
|
|
22
|
%
|
|
17
|
%
|
|
31
|
%
|
|
28
|
%
|
|
|
Prosperity
|
|
Oaktown
Mine 1
|
|
Oaktown
Mine 2
|
|
Cypress
Creek
|
|
Totals
|
|||||
Type of Mining
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Underground
|
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Underground
|
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Underground
|
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Surface
|
|
|
|||||
Mining Technology
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Room & Pillar
|
|
Room & Pillar
|
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Room & Pillar
|
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Truck & Shovel
|
|
|
|||||
Tons Mined (in thousands)
|
|
|
|
|
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|
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|
|||||
2012
|
|
2,072
|
|
|
2,755
|
|
|
—
|
|
|
—
|
|
|
4,827
|
|
2011
|
|
2,457
|
|
|
2,668
|
|
|
—
|
|
|
—
|
|
|
5,125
|
|
2010
|
|
2,685
|
|
|
995
|
|
|
—
|
|
|
91
|
|
|
3,771
|
|
County Located in Indiana
|
|
Pike
|
|
Knox
|
|
Knox
|
|
Warrick
|
|
|
|
||||
Coal Reserves (thousands of tons)
|
|
28,343
|
|
|
60,109
|
|
|
38,795
|
|
|
—
|
|
|
127,247
|
|
Average Heat Content (BTU/lb.)
|
|
11,300
|
|
|
11,100
|
|
|
11,300
|
|
|
10,500
|
|
|
|
|
Average Sulfur Content (lbs./ton)
|
|
4.0
|
|
|
5.6
|
|
|
4.8
|
|
|
8.0
|
|
|
|
|
|
Current Rating
|
|
|
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Standard
|
|
Moody’s
|
& Poor’s
|
Utility Holdings and Indiana Gas senior unsecured debt
|
A3
|
A-
|
Utility Holdings commercial paper program
|
P-2
|
A-2
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SIGECO’s senior secured debt
|
A1
|
A
|
|
|
|
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Cash
|
|
Common Stock Price Range
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||
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Dividend
|
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High
|
|
Low
|
2012
|
|
|
|
|
|
|
|
|
|
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First Quarter
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|
$0.350
|
|
$30.69
|
|
$28.21
|
|
|
Second Quarter
|
|
0.350
|
|
30.17
|
|
28.03
|
|
|
Third Quarter
|
|
0.350
|
|
30.75
|
|
27.78
|
|
|
Fourth Quarter
|
|
0.355
|
|
30.25
|
|
27.46
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2011
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$0.345
|
|
$27.31
|
|
$25.33
|
|
|
Second Quarter
|
|
0.345
|
|
28.84
|
|
26.66
|
|
|
Third Quarter
|
|
0.345
|
|
28.73
|
|
23.65
|
|
|
Fourth Quarter
|
|
0.350
|
|
30.65
|
|
25.49
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(In millions, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
|
$
|
2,232.8
|
|
|
$
|
2,325.2
|
|
|
$
|
2,129.5
|
|
|
$
|
2,088.9
|
|
|
$
|
2,484.7
|
|
Operating income
|
|
$
|
352.5
|
|
|
$
|
370.0
|
|
|
$
|
316.8
|
|
|
$
|
280.1
|
|
|
$
|
263.4
|
|
Net income
|
|
$
|
159.0
|
|
|
$
|
141.6
|
|
|
$
|
133.7
|
|
|
$
|
133.1
|
|
|
$
|
129.0
|
|
Average common shares outstanding
|
|
82.0
|
|
|
81.8
|
|
|
81.2
|
|
|
80.7
|
|
|
78.3
|
|
|||||
Fully diluted common shares outstanding
|
|
82.1
|
|
|
81.8
|
|
|
81.3
|
|
|
81.0
|
|
|
78.7
|
|
|||||
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
on common stock
|
|
$
|
1.94
|
|
|
$
|
1.73
|
|
|
$
|
1.65
|
|
|
$
|
1.65
|
|
|
$
|
1.65
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
on common stock
|
|
$
|
1.94
|
|
|
$
|
1.73
|
|
|
$
|
1.64
|
|
|
$
|
1.64
|
|
|
$
|
1.63
|
|
Dividends per share on common stock
|
|
$
|
1.405
|
|
|
$
|
1.385
|
|
|
$
|
1.365
|
|
|
$
|
1.345
|
|
|
$
|
1.310
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
5,089.1
|
|
|
$
|
4,878.9
|
|
|
$
|
4,764.2
|
|
|
$
|
4,671.8
|
|
|
$
|
4,632.9
|
|
Long-term debt, net
|
|
$
|
1,553.4
|
|
|
$
|
1,559.6
|
|
|
$
|
1,435.2
|
|
|
$
|
1,540.5
|
|
|
$
|
1,247.9
|
|
Common shareholders' equity
|
|
$
|
1,526.1
|
|
|
$
|
1,465.5
|
|
|
$
|
1,438.9
|
|
|
$
|
1,397.2
|
|
|
$
|
1,351.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$
|
159.0
|
|
|
$
|
141.6
|
|
|
$
|
133.7
|
|
Attributed to:
|
|
|
|
|
|
|
||||||
Utility Group
|
|
$
|
138.0
|
|
|
$
|
122.9
|
|
|
$
|
123.9
|
|
Nonutility Group
|
|
21.7
|
|
|
23.8
|
|
|
9.8
|
|
|||
Corporate & Other
|
|
(0.7
|
)
|
|
(5.1
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
1.94
|
|
|
$
|
1.73
|
|
|
$
|
1.65
|
|
Attributed to:
|
|
|
|
|
|
|
||||||
Utility Group
|
|
$
|
1.68
|
|
|
$
|
1.50
|
|
|
$
|
1.53
|
|
Nonutility Group
|
|
0.26
|
|
|
0.29
|
|
|
0.12
|
|
|||
Corporate & Other
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
|
||||||
Gas utility
|
|
$
|
738.1
|
|
|
$
|
819.1
|
|
|
$
|
954.1
|
|
Electric utility
|
|
594.9
|
|
|
635.9
|
|
|
608.0
|
|
|||
Other
|
|
0.6
|
|
|
2.0
|
|
|
1.6
|
|
|||
Total operating revenues
|
|
1,333.6
|
|
|
1,457.0
|
|
|
1,563.7
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|||
Cost of gas sold
|
|
301.3
|
|
|
375.4
|
|
|
504.7
|
|
|||
Cost of fuel & purchased power
|
|
192.0
|
|
|
240.4
|
|
|
235.0
|
|
|||
Other operating
|
|
310.1
|
|
|
313.1
|
|
|
299.2
|
|
|||
Depreciation & amortization
|
|
190.0
|
|
|
192.3
|
|
|
188.2
|
|
|||
Taxes other than income taxes
|
|
53.4
|
|
|
54.0
|
|
|
59.6
|
|
|||
Total operating expenses
|
|
1,046.8
|
|
|
1,175.2
|
|
|
1,286.7
|
|
|||
OPERATING INCOME
|
|
286.8
|
|
|
281.8
|
|
|
277.0
|
|
|||
Other income - net
|
|
8.0
|
|
|
4.3
|
|
|
5.4
|
|
|||
Interest expense
|
|
71.5
|
|
|
80.3
|
|
|
81.4
|
|
|||
INCOME BEFORE INCOME TAXES
|
|
223.3
|
|
|
205.8
|
|
|
201.0
|
|
|||
Income taxes
|
|
85.3
|
|
|
82.9
|
|
|
77.1
|
|
|||
NET INCOME
|
|
$
|
138.0
|
|
|
$
|
122.9
|
|
|
$
|
123.9
|
|
CONTRIBUTION TO VECTREN BASIC EPS
|
|
$
|
1.68
|
|
|
$
|
1.50
|
|
|
$
|
1.53
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Gas utility revenues
|
|
$
|
738.1
|
|
|
$
|
819.1
|
|
|
$
|
954.1
|
|
Cost of gas sold
|
|
301.3
|
|
|
375.4
|
|
|
504.7
|
|
|||
Total gas utility margin
|
|
$
|
436.8
|
|
|
$
|
443.7
|
|
|
$
|
449.4
|
|
Margin attributed to:
|
|
|
|
|
|
|
|
|
|
|||
Residential & commercial customers
|
|
$
|
369.5
|
|
|
$
|
375.2
|
|
|
$
|
384.7
|
|
Industrial customers
|
|
56.7
|
|
|
56.4
|
|
|
52.2
|
|
|||
Other
|
|
10.6
|
|
|
12.1
|
|
|
12.5
|
|
|||
Sold & transported volumes in MMDth attributed to:
|
|
|
|
|
|
|
||||||
Residential & commercial customers
|
|
90.2
|
|
|
99.9
|
|
|
106.2
|
|
|||
Industrial customers
|
|
105.8
|
|
|
97.0
|
|
|
90.8
|
|
|||
Total sold & transported volumes
|
|
196.0
|
|
|
196.9
|
|
|
197.0
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Electric utility revenues
|
|
$
|
594.9
|
|
|
$
|
635.9
|
|
|
$
|
608.0
|
|
Cost of fuel & purchased power
|
|
192.0
|
|
|
240.4
|
|
|
235.0
|
|
|||
Total electric utility margin
|
|
$
|
402.9
|
|
|
$
|
395.5
|
|
|
$
|
373.0
|
|
Margin attributed to:
|
|
|
|
|
|
|
|
|
|
|||
Residential & commercial customers
|
|
$
|
258.5
|
|
|
$
|
255.8
|
|
|
$
|
241.2
|
|
Industrial customers
|
|
103.4
|
|
|
101.6
|
|
|
97.1
|
|
|||
Municipals & other customers
|
|
8.9
|
|
|
8.5
|
|
|
8.5
|
|
|||
Subtotal: Retail
|
|
$
|
370.8
|
|
|
$
|
365.9
|
|
|
$
|
346.8
|
|
Wholesale margin
|
|
32.1
|
|
|
29.6
|
|
|
26.2
|
|
|||
Total electric utility margin
|
|
$
|
402.9
|
|
|
$
|
395.5
|
|
|
$
|
373.0
|
|
Electric volumes sold in GWh attributed to:
|
|
|
|
|
|
|
|
|
|
|||
Residential & commercial customers
|
|
2,731.7
|
|
|
2,827.2
|
|
|
2,964.0
|
|
|||
Industrial customers
|
|
2,710.5
|
|
|
2,744.8
|
|
|
2,630.3
|
|
|||
Municipals & other
|
|
22.6
|
|
|
22.8
|
|
|
22.6
|
|
|||
Total retail & firm wholesale volumes sold
|
|
5,464.8
|
|
|
5,594.8
|
|
|
5,616.9
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Transmission system margin
|
|
$
|
26.4
|
|
|
$
|
23.5
|
|
|
$
|
18.8
|
|
Off-system margin
|
|
5.7
|
|
|
6.1
|
|
|
7.4
|
|
|||
Total wholesale margin
|
|
$
|
32.1
|
|
|
$
|
29.6
|
|
|
$
|
26.2
|
|
•
|
An inclusive scope that involves all sectors of the economy and sources of greenhouse gases, and recognizes early actions and investments made to mitigate greenhouse gas emissions;
|
•
|
Provisions for enhanced use of renewable energy sources as a supplement to base load coal generation including effective energy conservation, demand side management, and generation efficiency measures;
|
•
|
Inclusion of incentives for investment in advanced clean coal technology and support for research and development; and
|
•
|
A strategy supporting alternative energy technologies and biofuels and continued increase in the domestic supply of natural gas to reduce dependence on foreign oil.
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
Direct CO
2
Emissions (tons)
|
|
6,083
|
|
5,645
|
|
6,120
|
|
5,500
|
|
8,029
|
•
|
Focusing the Company’s mission statement and purpose on corporate sustainability and the need to help customers conserve and manage energy costs;
|
•
|
Building a renewable energy portfolio to complement base load coal-fired generation in advance of mandated renewable energy portfolio standards;
|
•
|
Implementing conservation initiatives in the Company’s Indiana and Ohio gas utility service territories;
|
•
|
Implementing conservation and demand side management initiatives in the electric service territory;
|
•
|
Evaluating potential carbon requirements with regard to new generation, other fuel supply sources, and future environmental compliance plans;
|
•
|
Reducing the Company’s carbon footprint by measures such as utilizing hybrid vehicles and optimizing generation efficiencies by utilizing dense pack technology; and
|
•
|
Developing renewable energy and energy efficiency performance contracting projects through its wholly owned subsidiary, Energy Systems Group.
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share amounts)
|
|
2012
|
|
2011
|
|
2010
|
||||||
NET INCOME
|
|
$
|
21.7
|
|
|
$
|
23.8
|
|
|
$
|
9.8
|
|
|
|
|
|
|
|
|
||||||
CONTRIBUTION TO VECTREN BASIC EPS
|
|
$
|
0.26
|
|
|
$
|
0.29
|
|
|
$
|
0.12
|
|
NET INCOME (LOSS) ATTRIBUTED TO:
|
|
|
|
|
||||||||
Infrastructure Services
|
|
$
|
40.5
|
|
|
$
|
14.9
|
|
|
$
|
3.1
|
|
Energy Services
|
|
5.7
|
|
|
6.7
|
|
|
6.4
|
|
|||
Coal Mining
|
|
(3.5
|
)
|
|
16.6
|
|
|
11.9
|
|
|||
Energy Marketing
|
|
|
|
|
|
|
||||||
Vectren Source
|
|
—
|
|
|
18.7
|
|
|
3.7
|
|
|||
ProLiance
|
|
(17.6
|
)
|
|
(22.9
|
)
|
|
(7.9
|
)
|
|||
Other Businesses
|
|
(3.4
|
)
|
|
(10.2
|
)
|
|
(7.4
|
)
|
|
|
Utility Group Borrowings
|
|
Nonutility Group Borrowings
|
||||||||||||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance Outstanding
|
|
$
|
116.7
|
|
|
$
|
242.8
|
|
|
$
|
47.0
|
|
|
$
|
162.1
|
|
|
$
|
84.3
|
|
|
$
|
71.3
|
|
Weighted Average Interest Rate
|
|
0.40
|
%
|
|
0.57
|
%
|
|
0.41
|
%
|
|
1.35
|
%
|
|
1.45
|
%
|
|
2.01
|
%
|
||||||
Annual Average
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance Outstanding
|
|
$
|
77.6
|
|
|
$
|
39.6
|
|
|
$
|
14.0
|
|
|
$
|
151.5
|
|
|
$
|
124.9
|
|
|
$
|
143.2
|
|
Weighted Average Interest Rate
|
|
0.47
|
%
|
|
0.48
|
%
|
|
0.40
|
%
|
|
1.44
|
%
|
|
1.92
|
%
|
|
0.93
|
%
|
||||||
Maximum Month End Balance Outstanding
|
|
$
|
214.2
|
|
|
$
|
242.8
|
|
|
$
|
47.0
|
|
|
$
|
216.1
|
|
|
$
|
180.1
|
|
|
$
|
174.6
|
|
(In millions)
|
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||||||||||
Long-term debt
(1)
|
|
$
|
1,659.8
|
|
|
$
|
106.4
|
|
|
$
|
30.0
|
|
|
$
|
279.8
|
|
|
$
|
73.0
|
|
|
$
|
75.0
|
|
|
$
|
1,095.6
|
|
Short-term debt
|
|
278.8
|
|
|
278.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Long-term debt interest commitments
|
|
1,089.3
|
|
|
85.9
|
|
|
81.1
|
|
|
79.7
|
|
|
66.1
|
|
|
64.7
|
|
|
711.8
|
|
|||||||
Nonutility commodity purchase commitments
|
|
1.4
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Plant and nonutility plant purchase commitments
|
|
20.3
|
|
|
20.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
|
22.8
|
|
|
6.8
|
|
|
5.5
|
|
|
3.8
|
|
|
2.2
|
|
|
1.2
|
|
|
3.3
|
|
|||||||
Total
(2)
|
|
$
|
3,072.4
|
|
|
$
|
499.6
|
|
|
$
|
116.6
|
|
|
$
|
363.3
|
|
|
$
|
141.3
|
|
|
$
|
140.9
|
|
|
$
|
1,810.7
|
|
(1)
|
The debt due in 2013 is comprised of debt issued by Vectren Utility Holdings totaling $100 million, $5 million issued by Indiana Gas, and $1.4 million associated with the Company’s nonutility operations. The Company expects that the majority of this debt maturing in 2013 will be refinanced using the long-term debt capital markets.
|
(2)
|
The Company has other long-term liabilities that total approximately $214 million. This amount is comprised of the following: pension obligations $81 million; postretirement obligations $50 million; deferred compensation and share-based compensation obligations $32 million; asset retirement obligations $38 million; investment tax credits $4 million; environmental remediation obligations $5 million; and other obligations including unrecognized tax benefits totaling $4 million. Based on the nature of these items, their expected settlement dates cannot be estimated.
|
•
|
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 transportation and storage 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.
|
•
|
Catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, terrorist acts, cyber attacks, or other similar occurrences could adversely affect Vectren’s facilities, operations, financial condition and results of operations.
|
•
|
Increased competition in the energy industry, including the effects of industry restructuring and unbundling.
|
•
|
Regulatory factors such as unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under traditional regulation, and the frequency and timing of rate increases.
|
•
|
Financial, regulatory or accounting principles or policies imposed by the Financial Accounting Standards Board; the Securities and Exchange Commission; the Federal Energy Regulatory Commission; state public utility commissions; state entities which regulate electric and natural gas transmission and distribution, natural gas gathering and processing, electric power supply; and similar entities with regulatory oversight.
|
•
|
Economic conditions including the effects of inflation rates, commodity prices, and monetary fluctuations.
|
•
|
Economic conditions surrounding the current economic uncertainty, including increased potential for lower levels of economic activity; uncertainty regarding energy prices and the capital and commodity markets; volatile changes in the demand for natural gas, electricity, coal, and other nonutility products and services; impacts on both gas and electric large customers; lower residential and commercial customer counts; higher operating expenses; and further reductions in the value of certain nonutility real estate and other legacy investments.
|
•
|
Volatile natural gas and coal commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas and interest expense.
|
•
|
Changing market conditions and a variety of other factors associated with physical energy and financial trading activities including, but not limited to, price, basis, credit, liquidity, volatility, capacity, interest rate, and warranty risks.
|
•
|
Direct or indirect effects on the Company’s business, financial condition, liquidity and results of operations resulting from changes in credit ratings, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries.
|
•
|
The performance of projects undertaken by the Company’s nonutility businesses and the success of efforts to invest in and develop new opportunities, including but not limited to, the Company’s infrastructure services, energy services, coal mining, and energy marketing strategies.
|
•
|
Factors affecting infrastructure services, including the level of success in bidding contracts; fluctuations in volume of contracted work; unanticipated cost increases in completion of the contracted work; funding requirements associated with multi-employer pension plans; changes in legislation and regulations impacting the industries in which the customers
|
•
|
Factors affecting coal mining operations and their cost structure, including MSHA guidelines and interpretations of those guidelines, as well as additional mine regulations and more frequent and broader inspections that could result from mining incidents at coal mines of other companies; geologic, equipment, and operational risks; the ability to execute and negotiate new sales contracts and resolve contract interpretations; volatile coal market prices and demand; supplier and contract miner performance; the availability of key equipment, contract miners and commodities; availability of transportation; coal quality, including its sulfur and mercury content; and the ability to access coal reserves.
|
•
|
Factors affecting the Company’s investment in ProLiance including natural gas price volatility and basis; the ability to lower fixed contract costs; and availability of credit.
|
•
|
Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, aging workforce issues, work stoppages, or pandemic illness.
|
•
|
Risks associated with material business transactions such as mergers, acquisitions and divestitures, including, without limitation, legal and regulatory delays; the related time and costs of implementing such transactions; integrating operations as part of these transactions; and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions.
|
•
|
Costs, fines, penalties and other effects of legal and administrative proceedings, settlements, investigations, claims, including, but not limited to, such matters involving compliance with state and federal laws and interpretations of these laws.
|
•
|
Changes in or additions to federal, state or local legislative requirements, such as changes in or additions to tax laws or rates, pipeline safety regulations, environmental laws, including laws governing greenhouse gases, mandates of sources of renewable energy, and other regulations.
|
|
|
At December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash & cash equivalents
|
|
$
|
19.5
|
|
|
$
|
8.6
|
|
Accounts receivable - less reserves of $6.8 & $6.7, respectively
|
|
216.7
|
|
|
221.3
|
|
||
Accrued unbilled revenues
|
|
185.0
|
|
|
121.5
|
|
||
Inventories
|
|
158.6
|
|
|
161.9
|
|
||
Recoverable fuel & natural gas costs
|
|
25.3
|
|
|
12.4
|
|
||
Prepayments & other current assets
|
|
73.3
|
|
|
84.3
|
|
||
Total current assets
|
|
678.4
|
|
|
610.0
|
|
||
Utility Plant
|
|
|
|
|
|
|
||
Original cost
|
|
5,176.8
|
|
|
4,979.9
|
|
||
Less: accumulated depreciation & amortization
|
|
2,057.2
|
|
|
1,947.3
|
|
||
Net utility plant
|
|
3,119.6
|
|
|
3,032.6
|
|
||
Investments in unconsolidated affiliates
|
|
78.1
|
|
|
92.9
|
|
||
Other utility & corporate investments
|
|
34.6
|
|
|
34.4
|
|
||
Other nonutility investments
|
|
24.9
|
|
|
29.6
|
|
||
Nonutility plant - net
|
|
598.0
|
|
|
550.8
|
|
||
Goodwill - net
|
|
262.3
|
|
|
262.3
|
|
||
Regulatory assets
|
|
252.7
|
|
|
226.0
|
|
||
Other assets
|
|
40.5
|
|
|
40.3
|
|
||
TOTAL ASSETS
|
|
$
|
5,089.1
|
|
|
$
|
4,878.9
|
|
|
|
At December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
LIABILITIES & SHAREHOLDERS' EQUITY
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
180.6
|
|
|
$
|
185.8
|
|
Accounts payable to affiliated companies
|
|
29.7
|
|
|
36.8
|
|
||
Accrued liabilities
|
|
198.8
|
|
|
181.1
|
|
||
Short-term borrowings
|
|
278.8
|
|
|
227.1
|
|
||
Current maturities of long-term debt
|
|
106.4
|
|
|
62.7
|
|
||
Total current liabilities
|
|
794.3
|
|
|
693.5
|
|
||
Long-term Debt - Net of Current Maturities
|
|
1,553.4
|
|
|
1,559.6
|
|
||
Deferred Income Taxes & Other Liabilities
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
637.2
|
|
|
575.7
|
|
||
Regulatory liabilities
|
|
364.2
|
|
|
345.2
|
|
||
Deferred credits & other liabilities
|
|
213.9
|
|
|
239.4
|
|
||
Total deferred credits & other liabilities
|
|
1,215.3
|
|
|
1,160.3
|
|
||
Commitments & Contingencies (Notes 7, 17-19)
|
|
|
|
|
|
|
||
Common Shareholders' Equity
|
|
|
|
|
|
|
||
Common stock (no par value) – issued & outstanding
82.2 & 81.9 shares, respectively |
|
700.5
|
|
|
692.6
|
|
||
Retained earnings
|
|
829.9
|
|
|
786.2
|
|
||
Accumulated other comprehensive (loss)
|
|
(4.3
|
)
|
|
(13.3
|
)
|
||
Total common shareholders' equity
|
|
1,526.1
|
|
|
1,465.5
|
|
||
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY
|
|
$
|
5,089.1
|
|
|
$
|
4,878.9
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
|
||||||
Gas utility
|
|
$
|
738.1
|
|
|
$
|
819.1
|
|
|
$
|
954.1
|
|
Electric utility
|
|
594.9
|
|
|
635.9
|
|
|
608.0
|
|
|||
Nonutility
|
|
899.8
|
|
|
870.2
|
|
|
567.4
|
|
|||
Total operating revenues
|
|
2,232.8
|
|
|
2,325.2
|
|
|
2,129.5
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|||
Cost of gas sold
|
|
301.3
|
|
|
375.4
|
|
|
504.7
|
|
|||
Cost of fuel & purchased power
|
|
192.0
|
|
|
240.4
|
|
|
235.0
|
|
|||
Cost of nonutility revenues
|
|
295.1
|
|
|
385.3
|
|
|
243.3
|
|
|||
Other operating
|
|
781.0
|
|
|
652.2
|
|
|
538.4
|
|
|||
Depreciation & amortization
|
|
254.6
|
|
|
244.3
|
|
|
229.1
|
|
|||
Taxes other than income taxes
|
|
56.3
|
|
|
57.6
|
|
|
62.2
|
|
|||
Total operating expenses
|
|
1,880.3
|
|
|
1,955.2
|
|
|
1,812.7
|
|
|||
OPERATING INCOME
|
|
352.5
|
|
|
370.0
|
|
|
316.8
|
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|||
Equity in (losses) of unconsolidated affiliates
|
|
(23.3
|
)
|
|
(32.0
|
)
|
|
(8.6
|
)
|
|||
Other income (expense) – net
|
|
8.3
|
|
|
(3.5
|
)
|
|
4.8
|
|
|||
Total other income (expense)
|
|
(15.0
|
)
|
|
(35.5
|
)
|
|
(3.8
|
)
|
|||
Interest expense
|
|
96.0
|
|
|
106.5
|
|
|
104.6
|
|
|||
INCOME BEFORE INCOME TAXES
|
|
241.5
|
|
|
228.0
|
|
|
208.4
|
|
|||
Income taxes
|
|
82.5
|
|
|
86.4
|
|
|
74.7
|
|
|||
NET INCOME
|
|
$
|
159.0
|
|
|
$
|
141.6
|
|
|
$
|
133.7
|
|
AVERAGE COMMON SHARES OUTSTANDING
|
|
82.0
|
|
|
81.8
|
|
|
81.2
|
|
|||
DILUTED COMMON SHARES OUTSTANDING
|
|
82.1
|
|
|
81.8
|
|
|
81.3
|
|
|||
EARNINGS PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
|
|
|
|||
BASIC
|
|
$
|
1.94
|
|
|
$
|
1.73
|
|
|
$
|
1.65
|
|
DILUTED
|
|
$
|
1.94
|
|
|
$
|
1.73
|
|
|
$
|
1.64
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
NET INCOME
|
|
$
|
159.0
|
|
|
$
|
141.6
|
|
|
$
|
133.7
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated other comprehensive income (AOCI) of unconsolidated affiliates
|
|
|
|
|
|
|
||||||
Net amount arising during the year before tax
|
|
11.3
|
|
|
(9.3
|
)
|
|
0.5
|
|
|||
Income taxes
|
|
(4.6
|
)
|
|
3.8
|
|
|
(0.2
|
)
|
|||
AOCI of unconsolidated affiliates, net of tax
|
|
6.7
|
|
|
(5.5
|
)
|
|
0.3
|
|
|||
|
|
|
|
|
|
|
||||||
Pension & other benefits
|
|
|
|
|
|
|
||||||
Amounts arising during the year before tax
|
|
(3.3
|
)
|
|
(41.6
|
)
|
|
(14.8
|
)
|
|||
Reclassifications to periodic cost before tax
|
|
7.1
|
|
|
6.4
|
|
|
5.7
|
|
|||
Deferrals to regulatory assets
|
|
0.2
|
|
|
33.5
|
|
|
8.6
|
|
|||
Income taxes
|
|
(1.6
|
)
|
|
0.7
|
|
|
0.2
|
|
|||
Pension & other benefits costs, net of tax
|
|
2.4
|
|
|
(1.0
|
)
|
|
(0.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flow hedges
|
|
|
|
|
|
|
||||||
Unrealized gains & losses before tax
|
|
—
|
|
|
(3.6
|
)
|
|
4.0
|
|
|||
Reclassifications to net income before tax
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Income taxes
|
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
|||
Cash flow hedges, net of tax
|
|
(0.1
|
)
|
|
(2.4
|
)
|
|
2.4
|
|
|||
OTHER COMPREHENSIVE INCOME, NET OF TAX
|
|
9.0
|
|
|
(8.9
|
)
|
|
2.4
|
|
|||
TOTAL COMPREHENSIVE INCOME
|
|
$
|
168.0
|
|
|
$
|
132.7
|
|
|
$
|
136.1
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||||||
Net income
|
|
$
|
159.0
|
|
|
$
|
141.6
|
|
|
$
|
133.7
|
|
Adjustments to reconcile net income to cash from operating activities:
|
||||||||||||
Depreciation & amortization
|
|
254.6
|
|
|
244.3
|
|
|
229.1
|
|
|||
Deferred income taxes & investment tax credits
|
|
84.3
|
|
|
71.7
|
|
|
69.3
|
|
|||
Equity in losses of unconsolidated affiliates
|
|
23.3
|
|
|
32.0
|
|
|
8.6
|
|
|||
Provision for uncollectible accounts
|
|
8.2
|
|
|
11.8
|
|
|
16.8
|
|
|||
Expense portion of pension & postretirement benefit cost
|
|
8.7
|
|
|
9.0
|
|
|
10.0
|
|
|||
(Gain) on sale of business in 2011, net of other non-cash charges
|
|
9.8
|
|
|
(0.1
|
)
|
|
15.9
|
|
|||
Changes in working capital accounts:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable & accrued unbilled revenues
|
|
(67.1
|
)
|
|
(17.5
|
)
|
|
(48.3
|
)
|
|||
Inventories
|
|
3.3
|
|
|
(26.1
|
)
|
|
(19.3
|
)
|
|||
Recoverable/refundable fuel & natural gas costs
|
|
(12.9
|
)
|
|
(4.5
|
)
|
|
(30.2
|
)
|
|||
Prepayments & other current assets
|
|
(5.1
|
)
|
|
17.9
|
|
|
(23.5
|
)
|
|||
Accounts payable, including to affiliated companies
|
|
(14.8
|
)
|
|
(21.2
|
)
|
|
5.5
|
|
|||
Accrued liabilities
|
|
3.4
|
|
|
6.4
|
|
|
10.2
|
|
|||
Unconsolidated affiliate dividends
|
|
0.1
|
|
|
0.1
|
|
|
42.7
|
|
|||
Employer contributions to pension & postretirement plans
|
|
(20.5
|
)
|
|
(38.8
|
)
|
|
(22.0
|
)
|
|||
Changes in noncurrent assets
|
|
(35.3
|
)
|
|
0.3
|
|
|
(7.6
|
)
|
|||
Changes in noncurrent liabilities
|
|
(11.6
|
)
|
|
(10.0
|
)
|
|
(6.1
|
)
|
|||
Net cash flows from operating activities
|
|
387.4
|
|
|
416.9
|
|
|
384.8
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from:
|
|
|
|
|
|
|
|
|
|
|||
Long-term debt, net of issuance costs
|
|
199.5
|
|
|
148.9
|
|
|
124.2
|
|
|||
Dividend reinvestment plan & other common stock issuances
|
|
7.2
|
|
|
7.9
|
|
|
14.0
|
|
|||
Requirements for:
|
|
|
|
|
|
|
|
|||||
Dividends on common stock
|
|
(115.3
|
)
|
|
(113.2
|
)
|
|
(110.8
|
)
|
|||
Retirement of long-term debt
|
|
(62.7
|
)
|
|
(349.1
|
)
|
|
(49.3
|
)
|
|||
Other financing activities
|
|
—
|
|
|
(2.3
|
)
|
|
(0.2
|
)
|
|||
Net change in short-term borrowings
|
|
(48.3
|
)
|
|
208.8
|
|
|
(95.2
|
)
|
|||
Net cash flows from financing activities
|
|
(19.6
|
)
|
|
(99.0
|
)
|
|
(117.3
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from:
|
|
|
|
|
|
|
|
|
|
|||
Sale of business
|
|
—
|
|
|
84.3
|
|
|
—
|
|
|||
Unconsolidated affiliate distributions
|
|
0.2
|
|
|
0.5
|
|
|
0.5
|
|
|||
Other collections
|
|
9.9
|
|
|
1.1
|
|
|
10.8
|
|
|||
Requirements for:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures, excluding AFUDC equity
|
|
(365.8
|
)
|
|
(321.3
|
)
|
|
(277.2
|
)
|
|||
Business acquisition, net of cash acquired
|
|
—
|
|
|
(83.4
|
)
|
|
—
|
|
|||
Other investments
|
|
(1.2
|
)
|
|
(0.9
|
)
|
|
(3.1
|
)
|
|||
Net cash flows from investing activities
|
|
(356.9
|
)
|
|
(319.7
|
)
|
|
(269.0
|
)
|
|||
Net change in cash & cash equivalents
|
|
10.9
|
|
|
(1.8
|
)
|
|
(1.5
|
)
|
|||
Cash & cash equivalents at beginning of period
|
|
8.6
|
|
|
10.4
|
|
|
11.9
|
|
|||
Cash & cash equivalents at end of period
|
|
$
|
19.5
|
|
|
$
|
8.6
|
|
|
$
|
10.4
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
||||||||
|
|
Common Stock
|
|
|
|
Other
|
|
|
||||||||||
|
|
Shares
|
|
Amount
|
|
Retained
Earnings
|
|
Comprehensive
Income (Loss)
|
|
Total
|
||||||||
Balance at January 1, 2010
|
|
81.1
|
|
$
|
666.8
|
|
|
$
|
737.2
|
|
|
$
|
(6.8
|
)
|
|
$
|
1,397.2
|
|
Net income
|
|
|
|
|
|
|
133.7
|
|
|
|
|
|
133.7
|
|
||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
2.4
|
|
|
2.4
|
|
||||
Common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance: option exercises & dividend reinvestment plan
|
|
0.6
|
|
14.0
|
|
|
|
|
|
|
|
|
14.0
|
|
||||
Dividends ($1.365 per share)
|
|
|
|
|
|
|
(110.8
|
)
|
|
|
|
|
(110.8
|
)
|
||||
Other
|
|
|
|
2.6
|
|
|
(0.2
|
)
|
|
|
|
|
2.4
|
|
||||
Balance at December 31, 2010
|
|
81.7
|
|
683.4
|
|
|
759.9
|
|
|
(4.4
|
)
|
|
1,438.9
|
|
||||
Net income
|
|
|
|
|
|
|
141.6
|
|
|
|
|
|
141.6
|
|
||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
(8.9
|
)
|
|
(8.9
|
)
|
||||
Common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance: option exercises & dividend reinvestment plan
|
|
0.2
|
|
7.9
|
|
|
|
|
|
|
|
|
7.9
|
|
||||
Dividends ($1.385 per share)
|
|
|
|
|
|
|
(113.2
|
)
|
|
|
|
|
(113.2
|
)
|
||||
Other
|
|
|
|
1.3
|
|
|
(2.1
|
)
|
|
|
|
|
(0.8
|
)
|
||||
Balance at December 31, 2011
|
|
81.9
|
|
692.6
|
|
|
786.2
|
|
|
(13.3
|
)
|
|
1,465.5
|
|
||||
Net income
|
|
|
|
|
|
|
159.0
|
|
|
|
|
|
159.0
|
|
||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
9.0
|
|
|
9.0
|
|
||||
Common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance: option exercises & dividend reinvestment plan
|
|
0.3
|
|
7.2
|
|
|
|
|
|
|
|
|
7.2
|
|
||||
Dividends ($1.405 per share)
|
|
|
|
|
|
|
(115.3
|
)
|
|
|
|
|
(115.3
|
)
|
||||
Other
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
0.7
|
|
||||
Balance at December 31, 2012
|
|
82.2
|
|
$
|
700.5
|
|
|
$
|
829.9
|
|
|
$
|
(4.3
|
)
|
|
$
|
1,526.1
|
|
Level 1
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
|
Level 2
|
Inputs to the valuation methodology include
· quoted prices for similar assets or liabilities in active markets;
· quoted prices for identical or similar assets or liabilities in inactive markets;
· inputs other than quoted prices that are observable for the asset or liability;
· inputs that are derived principally from or corroborated by observable market
data by correlation or other means
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
|
Level 3
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
|
At December 31,
|
||||||||||||
(In millions)
|
|
2012
|
|
2011
|
||||||||||
|
|
Original Cost
|
|
Depreciation
Rates as a
Percent of
Original Cost
|
|
Original Cost
|
|
Depreciation
Rates as a
Percent of
Original Cost
|
||||||
Gas utility plant
|
|
$
|
2,614.3
|
|
|
3.5
|
%
|
|
$
|
2,516.8
|
|
|
3.5
|
%
|
Electric utility plant
|
|
2,463.6
|
|
|
3.3
|
%
|
|
2,316.8
|
|
|
3.3
|
%
|
||
Common utility plant
|
|
52.0
|
|
|
3.0
|
%
|
|
51.6
|
|
|
2.9
|
%
|
||
Construction work in progress
|
|
46.9
|
|
|
—
|
|
|
94.7
|
|
|
—
|
|
||
Total original cost
|
|
$
|
5,176.8
|
|
|
|
|
|
$
|
4,979.9
|
|
|
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Coal mine development costs & equipment
|
|
$
|
241.9
|
|
|
$
|
222.0
|
|
Computer hardware & software
|
|
97.3
|
|
|
101.9
|
|
||
Land & buildings
|
|
120.4
|
|
|
112.0
|
|
||
Vehicles & equipment
|
|
119.8
|
|
|
92.5
|
|
||
All other
|
|
18.6
|
|
|
22.4
|
|
||
Nonutility plant - net
|
|
$
|
598.0
|
|
|
$
|
550.8
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Future amounts recoverable from ratepayers related to:
|
||||||||
Benefit obligations (See Note 11)
|
|
$
|
126.2
|
|
|
$
|
126.0
|
|
Deferred income taxes (See Note 10)
|
|
(3.9
|
)
|
|
1.3
|
|
||
Asset retirement obligations & other
|
|
2.6
|
|
|
2.3
|
|
||
|
|
124.9
|
|
|
129.6
|
|
||
Amounts deferred for future recovery related to:
|
|
|
|
|||||
Deferred coal costs (See Note 18)
|
|
42.4
|
|
|
17.7
|
|
||
Cost recovery riders & other
|
|
10.2
|
|
|
6.4
|
|
||
|
|
52.6
|
|
|
24.1
|
|
||
Amounts currently recovered in customer rates related to:
|
||||||||
Unamortized debt issue costs & hedging proceeds
|
|
32.6
|
|
|
34.3
|
|
||
Demand side management programs
|
|
4.4
|
|
|
6.3
|
|
||
Indiana authorized trackers
|
|
32.1
|
|
|
24.3
|
|
||
Ohio authorized trackers
|
|
1.5
|
|
|
1.0
|
|
||
Premiums paid to reacquire debt
|
|
2.7
|
|
|
3.3
|
|
||
Other base rate recoveries
|
|
1.9
|
|
|
3.1
|
|
||
|
|
75.2
|
|
|
72.3
|
|
||
Total regulatory assets
|
|
$
|
252.7
|
|
|
$
|
226.0
|
|
|
|
|
||
(In millions)
|
|
|
||
Working capital assets
|
|
$
|
21.5
|
|
Working capital liabilities
|
|
(6.7
|
)
|
|
Net working capital
|
|
14.8
|
|
|
Property, plant & equipment
|
|
34.4
|
|
|
Identifiable intangible assets
|
|
19.1
|
|
|
Goodwill
|
|
20.3
|
|
|
Net assets acquired
|
|
88.6
|
|
|
Debt obligation assumed
|
|
(5.2
|
)
|
|
Cash paid in acquisition, net of cash acquired
|
|
$
|
83.4
|
|
|
|
Year Ended December 31,
|
||||||
(In millions, except per share data)
|
|
2011
|
|
2010
|
||||
Total operating revenues
|
|
$
|
2,346.3
|
|
|
$
|
2,239.7
|
|
Net income
|
|
$
|
141.4
|
|
|
$
|
134.6
|
|
Basic earnings per share
|
|
$
|
1.73
|
|
|
$
|
1.66
|
|
Diluted earnings per share
|
|
$
|
1.73
|
|
|
$
|
1.66
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Summarized Statement of Income information:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
1,001.3
|
|
|
$
|
1,410.5
|
|
|
$
|
1,497.0
|
|
Operating loss
|
|
(34.8
|
)
|
|
(44.5
|
)
|
|
(3.1
|
)
|
|||
ProLiance's losses
|
|
(38.3
|
)
|
|
(47.3
|
)
|
|
(3.7
|
)
|
|
|
As of December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Summarized balance sheet information:
|
|
|
|
|
||||
Current assets
|
|
$
|
279.7
|
|
|
$
|
381.9
|
|
Noncurrent assets
|
|
55.6
|
|
|
56.1
|
|
||
Current liabilities
|
|
215.1
|
|
|
298.5
|
|
||
Noncurrent liabilities
|
|
0.3
|
|
|
0.7
|
|
||
Members' equity
|
|
124.3
|
|
|
161.5
|
|
||
Accumulated other comprehensive loss
|
|
(7.5
|
)
|
|
(26.0
|
)
|
||
Noncontrolling interest
|
|
3.1
|
|
|
3.3
|
|
|
|
December 31, 2012
|
||||||||||
|
|
|
|
Value Included In
|
||||||||
(In millions)
|
|
Carrying
Value
|
|
Other Nonutility Investments
|
|
Investments in Unconsolidated Affiliates
|
||||||
Commercial real estate investments
|
|
$
|
8.0
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
Leveraged lease
|
|
13.8
|
|
|
13.8
|
|
|
—
|
|
|||
Other investments
|
|
6.9
|
|
|
3.1
|
|
|
3.8
|
|
|||
|
|
$
|
28.7
|
|
|
$
|
24.9
|
|
|
$
|
3.8
|
|
(In millions)
|
|
At December 31,
|
||||||||||||||
|
|
2012
|
|
2011
|
||||||||||||
|
|
Amortizing
|
|
Non-amortizing
|
|
Amortizing
|
|
Non-amortizing
|
||||||||
Customer-related assets
|
|
$
|
18.9
|
|
|
$
|
—
|
|
|
$
|
20.6
|
|
|
$
|
—
|
|
Market-related assets
|
|
2.7
|
|
|
7.0
|
|
|
3.6
|
|
|
7.0
|
|
||||
Intangible assets, net
|
|
$
|
21.6
|
|
|
$
|
7.0
|
|
|
$
|
24.2
|
|
|
$
|
7.0
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Statutory rate:
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State & local taxes-net of federal benefit
|
|
4.0
|
|
|
4.2
|
|
|
3.8
|
|
Amortization of investment tax credit
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
Depletion
|
|
(1.5
|
)
|
|
(1.9
|
)
|
|
(2.0
|
)
|
Energy efficiency building deductions
|
|
(3.0
|
)
|
|
(1.1
|
)
|
|
(0.5
|
)
|
Other tax credits
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
Adjustment of income tax accruals and all other-net
|
|
0.1
|
|
|
2.2
|
|
|
0.1
|
|
Effective tax rate
|
|
34.2
|
%
|
|
37.9
|
%
|
|
35.8
|
%
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Noncurrent deferred tax liabilities (assets):
|
|
|
|
|
||||
Depreciation & cost recovery timing differences
|
|
$
|
681.6
|
|
|
$
|
625.5
|
|
Leveraged lease
|
|
10.8
|
|
|
13.8
|
|
||
Regulatory assets recoverable through future rates
|
|
23.5
|
|
|
25.1
|
|
||
Other comprehensive income
|
|
(4.0
|
)
|
|
(10.2
|
)
|
||
Alternative minimum tax carryforward
|
|
(44.1
|
)
|
|
(35.1
|
)
|
||
Employee benefit obligations
|
|
(2.1
|
)
|
|
(9.4
|
)
|
||
Net operating loss & other carryforwards
|
|
(11.7
|
)
|
|
(6.7
|
)
|
||
Regulatory liabilities to be settled through future rates
|
|
(18.3
|
)
|
|
(17.2
|
)
|
||
Impairments
|
|
(6.1
|
)
|
|
(11.4
|
)
|
||
Other – net
|
|
7.6
|
|
|
1.3
|
|
||
Net noncurrent deferred tax liability
|
|
637.2
|
|
|
575.7
|
|
||
Current deferred tax liabilities (assets):
|
|
|
|
|
|
|
||
Deferred fuel costs-net
|
|
25.7
|
|
|
6.0
|
|
||
Demand side management programs
|
|
2.7
|
|
|
0.7
|
|
||
Alternative minimum tax carryforward
|
|
(2.7
|
)
|
|
(15.6
|
)
|
||
Other – net
|
|
(10.8
|
)
|
|
(7.1
|
)
|
||
Net current deferred tax liability (asset)
|
|
14.9
|
|
|
(16.0
|
)
|
||
Net deferred tax liability
|
|
$
|
652.1
|
|
|
$
|
559.7
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(8.2
|
)
|
|
$
|
4.4
|
|
|
$
|
(0.8
|
)
|
State
|
|
6.4
|
|
|
10.3
|
|
|
6.2
|
|
|||
Total current taxes
|
|
(1.8
|
)
|
|
14.7
|
|
|
5.4
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
80.3
|
|
|
66.0
|
|
|
65.6
|
|
|||
State
|
|
4.6
|
|
|
6.4
|
|
|
4.5
|
|
|||
Total deferred taxes
|
|
84.9
|
|
|
72.4
|
|
|
70.1
|
|
|||
Amortization of investment tax credits
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|||
Total income tax expense
|
|
$
|
82.5
|
|
|
$
|
86.4
|
|
|
$
|
74.7
|
|
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Unrecognized tax benefits at January 1
|
|
$
|
12.4
|
|
|
$
|
13.3
|
|
|
$
|
11.5
|
|
Gross increases - tax positions in prior periods
|
|
0.2
|
|
|
3.3
|
|
|
1.6
|
|
|||
Gross decreases - tax positions in prior periods
|
|
(9.4
|
)
|
|
(4.5
|
)
|
|
(0.3
|
)
|
|||
Gross increases - current period tax positions
|
|
1.9
|
|
|
0.6
|
|
|
1.0
|
|
|||
Settlements
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Lapse of statute of limitations
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
Unrecognized tax benefits at December 31
|
|
$
|
4.8
|
|
|
$
|
12.4
|
|
|
$
|
13.3
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Service cost
|
|
$
|
7.7
|
|
|
$
|
6.9
|
|
|
$
|
6.3
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Interest cost
|
|
15.5
|
|
|
15.9
|
|
|
15.9
|
|
|
2.8
|
|
|
4.3
|
|
|
4.6
|
|
||||||
Expected return on plan assets
|
|
(21.2
|
)
|
|
(21.2
|
)
|
|
(18.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Amortization of prior service cost (benefit)
|
|
1.6
|
|
|
1.7
|
|
|
1.6
|
|
|
(2.5
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||
Amortization of actuarial loss (gain)
|
|
6.8
|
|
|
3.8
|
|
|
3.2
|
|
|
0.7
|
|
|
0.6
|
|
|
0.5
|
|
||||||
Amortization of transitional obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
1.1
|
|
|
1.2
|
|
||||||
Net periodic benefit cost
|
|
$
|
10.4
|
|
|
$
|
7.1
|
|
|
$
|
8.6
|
|
|
$
|
2.0
|
|
|
$
|
5.7
|
|
|
$
|
5.6
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||
Discount rate
|
|
4.82
|
%
|
|
5.50
|
%
|
|
6.00
|
%
|
|
4.75
|
%
|
|
5.50
|
%
|
|
6.00
|
%
|
Rate of compensation increase
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected return on plan assets
|
|
7.75
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
N/A
|
|
|
8.00
|
%
|
|
8.00
|
%
|
Expected increase in Consumer Price Index
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2.75
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Benefit obligation, beginning of period
|
|
$
|
329.2
|
|
|
$
|
297.3
|
|
|
$
|
79.7
|
|
|
$
|
80.7
|
|
Service cost – benefits earned during the period
|
|
7.7
|
|
|
6.9
|
|
|
0.5
|
|
|
0.5
|
|
||||
Interest cost on projected benefit obligation
|
|
15.5
|
|
|
15.9
|
|
|
2.8
|
|
|
4.3
|
|
||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.9
|
|
||||
Plan amendments
|
|
0.7
|
|
|
—
|
|
|
(26.6
|
)
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
39.0
|
|
|
23.1
|
|
|
2.8
|
|
|
(0.5
|
)
|
||||
Medicare subsidy receipts
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
1.0
|
|
||||
Benefit payments
|
|
(14.8
|
)
|
|
(14.0
|
)
|
|
(6.9
|
)
|
|
(8.2
|
)
|
||||
Benefit obligation, end of period
|
|
$
|
377.3
|
|
|
$
|
329.2
|
|
|
$
|
54.4
|
|
|
$
|
79.7
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Discount rate
|
|
4.03
|
%
|
|
4.82
|
%
|
|
3.91
|
%
|
|
4.78
|
%
|
Rate of compensation increase
|
|
3.50
|
%
|
|
3.50
|
%
|
|
N/A
|
|
|
N/A
|
|
Expected increase in Consumer Price Index
|
|
N/A
|
|
|
N/A
|
|
|
2.75
|
%
|
|
2.75
|
%
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Plan assets at fair value, beginning of period
|
|
$
|
261.0
|
|
|
$
|
237.2
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
Actual return on plan assets
|
|
33.8
|
|
|
2.1
|
|
|
—
|
|
|
0.1
|
|
||||
Employer contributions
|
|
15.7
|
|
|
35.7
|
|
|
5.3
|
|
|
3.1
|
|
||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.9
|
|
||||
Benefit payments
|
|
(14.8
|
)
|
|
(14.0
|
)
|
|
(6.9
|
)
|
|
(8.2
|
)
|
||||
Fair value of plan assets, end of period
|
|
$
|
295.7
|
|
|
$
|
261.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
As of December 31, 2012
|
||||||||||||||
(In millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Domestic equities & equity funds
|
|
$
|
62.8
|
|
|
$
|
77.6
|
|
|
$
|
—
|
|
|
$
|
140.4
|
|
International equities & equity funds
|
|
34.3
|
|
|
—
|
|
|
—
|
|
|
34.3
|
|
||||
Domestic bonds & bond funds
|
|
41.7
|
|
|
42.3
|
|
|
—
|
|
|
84.0
|
|
||||
Inflation protected security fund
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
||||
Real estate, commodities & other
|
|
8.0
|
|
|
12.5
|
|
|
3.9
|
|
|
24.4
|
|
||||
Total plan investments
|
|
$
|
146.8
|
|
|
$
|
145.0
|
|
|
$
|
3.9
|
|
|
$
|
295.7
|
|
|
|
As of December 31, 2011
|
||||||||||||||
(In millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Domestic equities & equity funds
|
|
$
|
54.7
|
|
|
$
|
66.5
|
|
|
$
|
—
|
|
|
$
|
121.2
|
|
International equities & equity funds
|
|
28.6
|
|
|
—
|
|
|
—
|
|
|
28.6
|
|
||||
Domestic bonds & bond funds
|
|
38.2
|
|
|
39.1
|
|
|
—
|
|
|
77.3
|
|
||||
Inflation protected security fund
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
11.8
|
|
||||
Real estate, commodities & other
|
|
7.5
|
|
|
10.8
|
|
|
3.8
|
|
|
22.1
|
|
||||
Total plan investments
|
|
$
|
129.0
|
|
|
$
|
128.2
|
|
|
$
|
3.8
|
|
|
$
|
261.0
|
|
(In millions)
|
|
2012
|
|
2011
|
||||
Fair value, beginning of year
|
|
$
|
3.8
|
|
|
$
|
3.7
|
|
Unrealized gains related to
investments still held at reporting date
|
|
0.2
|
|
|
0.2
|
|
||
Purchases, sales and settlements, net
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Fair value, end of year
|
|
$
|
3.9
|
|
|
$
|
3.8
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Qualified Plans
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, end of period
|
|
$
|
(360.0
|
)
|
|
$
|
(314.7
|
)
|
|
$
|
(54.4
|
)
|
|
$
|
(79.7
|
)
|
Fair value of plan assets, end of period
|
|
295.7
|
|
|
261.0
|
|
|
—
|
|
|
—
|
|
||||
Funded Status of Qualified Plans, end of period
|
|
(64.3
|
)
|
|
(53.7
|
)
|
|
(54.4
|
)
|
|
(79.7
|
)
|
||||
Benefit obligation of SERP Plan, end of period
|
|
(17.3
|
)
|
|
(14.5
|
)
|
|
—
|
|
|
—
|
|
||||
Total funded status, end of period
|
|
$
|
(81.6
|
)
|
|
$
|
(68.2
|
)
|
|
$
|
(54.4
|
)
|
|
$
|
(79.7
|
)
|
Accrued liabilities
|
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
$
|
4.5
|
|
|
$
|
5.1
|
|
Deferred credits & other liabilities
|
|
$
|
80.6
|
|
|
$
|
67.5
|
|
|
$
|
49.9
|
|
|
$
|
74.6
|
|
|
|
Pensions
|
|
Other Benefits
|
||||||||||||||||
(In millions)
|
|
Prior
Service
Cost
|
|
Net
Gain
or Loss
|
|
Prior
Service
Cost
|
|
Net
Gain
or Loss
|
|
Transition Obligation
|
||||||||||
Balance at January 1, 2010
|
|
$
|
7.9
|
|
|
$
|
68.5
|
|
|
$
|
(2.8
|
)
|
|
$
|
9.7
|
|
|
$
|
5.0
|
|
Amounts arising during the period
|
|
0.8
|
|
|
12.9
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|||||
Reclassification to benefit costs
|
|
(1.6
|
)
|
|
(3.2
|
)
|
|
0.8
|
|
|
(0.5
|
)
|
|
(1.2
|
)
|
|||||
Balance at December 31, 2010
|
|
$
|
7.1
|
|
|
$
|
78.2
|
|
|
$
|
(2.0
|
)
|
|
$
|
10.3
|
|
|
$
|
3.8
|
|
Amounts arising during the period
|
|
—
|
|
|
42.2
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|||||
Reclassification to benefit costs
|
|
(1.7
|
)
|
|
(3.8
|
)
|
|
0.8
|
|
|
(0.6
|
)
|
|
(1.1
|
)
|
|||||
Balance at December 31, 2011
|
|
$
|
5.4
|
|
|
$
|
116.6
|
|
|
$
|
(1.2
|
)
|
|
$
|
9.1
|
|
|
$
|
2.7
|
|
Amounts arising during the period
|
|
0.7
|
|
|
26.4
|
|
|
(24.4
|
)
|
|
2.8
|
|
|
(2.2
|
)
|
|||||
Reclassification to benefit costs
|
|
(1.6
|
)
|
|
(6.8
|
)
|
|
2.5
|
|
|
(0.7
|
)
|
|
(0.5
|
)
|
|||||
Balance at December 31, 2012
|
|
$
|
4.5
|
|
|
$
|
136.2
|
|
|
$
|
(23.1
|
)
|
|
$
|
11.2
|
|
|
$
|
—
|
|
(In millions)
|
|
2012
|
|
2011
|
||||||||||||
|
|
Pensions
|
|
Other Benefits
|
|
Pensions
|
|
Other Benefits
|
||||||||
Prior service cost
|
|
$
|
4.5
|
|
|
$
|
(23.1
|
)
|
|
$
|
5.4
|
|
|
$
|
(1.2
|
)
|
Unamortized actuarial gain/(loss)
|
|
136.2
|
|
|
11.2
|
|
|
116.6
|
|
|
9.1
|
|
||||
Transition obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
||||
|
|
140.7
|
|
|
(11.9
|
)
|
|
122.0
|
|
|
10.6
|
|
||||
Less:
Regulatory asset
deferral
|
|
(137.9
|
)
|
|
11.7
|
|
|
(115.9
|
)
|
|
(10.1
|
)
|
||||
AOCI
before taxes
|
|
$
|
2.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
6.1
|
|
|
$
|
0.5
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Protection Act Zone Status
|
|
|
|
Multi-Employer Contributions
|
|
|
||||||
Pension Fund
|
|
EIN/Pension Plan Number
|
|
2012
|
|
2011
|
|
FIP/RP Status Pending/Implemented
|
|
2012
|
|
2011
|
|
2010
|
|
Surcharge Imposed
|
Central Pension Fund
|
|
36-6052390-001
|
|
Green
|
|
Green
|
|
No
|
|
$4.0
|
|
$2.3
|
|
$1.1
|
|
No
|
Pipeline Industry Benefit Fund
|
|
73-0742835-001
|
|
Green
|
|
Green
|
|
No
|
|
3.9
|
|
1.0
|
|
0.7
|
|
No
|
Indiana Laborers Pension Fund (1)
|
|
35-6027150-001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
3.2
|
|
1.6
|
|
1.4
|
|
No
|
Minnesota Laborers Pension Fund
|
|
41-6159599-001
|
|
Green
|
|
Green
|
|
No
|
|
2.0
|
|
0.7
|
|
—
|
|
No
|
Other
|
|
|
|
|
|
|
|
|
|
14.5
|
|
12.7
|
|
6.8
|
|
|
Total Contributions
|
|
|
|
|
|
|
|
|
|
$27.6
|
|
$18.3
|
|
$10.0
|
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Utility Holdings
|
|
|
|
|
||||
Fixed Rate Senior Unsecured Notes
|
|
|
|
|
||||
2013, 5.25%
|
|
$
|
100.0
|
|
|
$
|
100.0
|
|
2015, 5.45%
|
|
75.0
|
|
|
75.0
|
|
||
2018, 5.75%
|
|
100.0
|
|
|
100.0
|
|
||
2020, 6.28%
|
|
100.0
|
|
|
100.0
|
|
||
2021, 4.67%
|
|
55.0
|
|
|
55.0
|
|
||
2026, 5.02%
|
|
60.0
|
|
|
60.0
|
|
||
2035, 6.10%
|
|
75.0
|
|
|
75.0
|
|
||
2039, 6.25%
|
|
121.6
|
|
|
121.6
|
|
||
2041, 5.99%
|
|
35.0
|
|
|
35.0
|
|
||
2042, 5.00%
|
|
100.0
|
|
|
—
|
|
||
Total Utility Holdings
|
|
821.6
|
|
|
721.6
|
|
||
Indiana Gas
|
|
|
|
|
||||
Fixed Rate Senior Unsecured Notes
|
|
|
|
|
||||
2013, Series E, 6.69%
|
|
5.0
|
|
|
5.0
|
|
||
2015, Series E, 7.15%
|
|
5.0
|
|
|
5.0
|
|
||
2015, Series E, 6.69%
|
|
5.0
|
|
|
5.0
|
|
||
2015, Series E, 6.69%
|
|
10.0
|
|
|
10.0
|
|
||
2025, Series E, 6.53%
|
|
10.0
|
|
|
10.0
|
|
||
2027, Series E, 6.42%
|
|
5.0
|
|
|
5.0
|
|
||
2027, Series E, 6.68%
|
|
1.0
|
|
|
1.0
|
|
||
2027, Series F, 6.34%
|
|
20.0
|
|
|
20.0
|
|
||
2028, Series F, 6.36%
|
|
10.0
|
|
|
10.0
|
|
||
2028, Series F, 6.55%
|
|
20.0
|
|
|
20.0
|
|
||
2029, Series G, 7.08%
|
|
30.0
|
|
|
30.0
|
|
||
Total Indiana Gas
|
|
121.0
|
|
|
121.0
|
|
||
SIGECO
|
|
|
|
|
||||
First Mortgage Bonds
|
|
|
|
|
||||
2015, 1985 Pollution Control Series A, current adjustable rate 0.15%, tax exempt,
|
|
|
|
|
||||
2012 weighted average: 0.17%
|
|
9.8
|
|
|
9.8
|
|
||
2016, 1986 Series, 8.875%
|
|
13.0
|
|
|
13.0
|
|
||
2020, 1998 Pollution Control Series B, 4.50%, tax exempt
|
|
4.6
|
|
|
4.6
|
|
||
2023, 1993 Environmental Improvement Series B, 5.15%, tax exempt
|
|
22.6
|
|
|
22.6
|
|
||
2024, 2000 Environmental Improvement Series A, 4.65%, tax exempt
|
|
22.5
|
|
|
22.5
|
|
||
2025, 1998 Pollution Control Series A, current adjustable rate 0.15%, tax exempt,
|
|
|
|
|
||||
2012 weighted average: 0.16%
|
|
31.5
|
|
|
31.5
|
|
||
2029, 1999 Series, 6.72%
|
|
80.0
|
|
|
80.0
|
|
||
2030, 1998 Pollution Control Series B, 5.00%, tax exempt
|
|
22.0
|
|
|
22.0
|
|
||
2030, 1998 Pollution Control Series C, 5.35%, tax exempt
|
|
22.2
|
|
|
22.2
|
|
||
2040, 2009 Environmental Improvement Series, 5.40%, tax exempt
|
|
22.3
|
|
|
22.3
|
|
||
2041, 2007 Pollution Control Series, 5.45%, tax exempt
|
|
17.0
|
|
|
17.0
|
|
||
Total SIGECO
|
|
267.5
|
|
|
267.5
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Vectren Capital Corp.
|
|
|
|
|
||||
Fixed Rate Senior Unsecured Notes
|
|
|
|
|
||||
2012, 5.13%
|
|
—
|
|
|
25.0
|
|
||
2012, 7.43%
|
|
—
|
|
|
35.0
|
|
||
2014, 6.37%
|
|
30.0
|
|
|
30.0
|
|
||
2015, 5.31%
|
|
75.0
|
|
|
75.0
|
|
||
2016, 6.92%
|
|
60.0
|
|
|
60.0
|
|
||
2017, 3.48%
|
|
75.0
|
|
|
75.0
|
|
||
2019, 7.30%
|
|
60.0
|
|
|
60.0
|
|
||
2025, 4.53%
|
|
50.0
|
|
|
50.0
|
|
||
Variable Rate Term Loan
|
|
|
|
|
||||
2015, current adjustable rate 1.22%
|
|
100.0
|
|
|
—
|
|
||
Total Vectren Capital Corp.
|
|
450.0
|
|
|
410.0
|
|
||
Other Long-Term Notes Payable
|
|
1.4
|
|
|
4.1
|
|
||
Total long-term debt outstanding
|
|
1,661.5
|
|
|
1,524.2
|
|
||
Current maturities of long-term debt
|
|
(106.4
|
)
|
|
(62.7
|
)
|
||
Short-term borrowings refinanced in 2012
|
|
—
|
|
|
100.0
|
|
||
Unamortized debt premium & discount - net
|
|
(1.7
|
)
|
|
(1.9
|
)
|
||
Total long-term debt-net
|
|
$
|
1,553.4
|
|
|
$
|
1,559.6
|
|
|
|
Utility Group Borrowings
|
|
Nonutility Group Borrowings
|
||||||||||||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance Outstanding
|
|
$
|
116.7
|
|
|
$
|
242.8
|
|
|
$
|
47.0
|
|
|
$
|
162.1
|
|
|
$
|
84.3
|
|
|
$
|
71.3
|
|
Weighted Average Interest Rate
|
|
0.40
|
%
|
|
0.57
|
%
|
|
0.41
|
%
|
|
1.35
|
%
|
|
1.45
|
%
|
|
2.01
|
%
|
||||||
Annual Average
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance Outstanding
|
|
$
|
77.6
|
|
|
$
|
39.6
|
|
|
$
|
14.0
|
|
|
$
|
151.5
|
|
|
$
|
124.9
|
|
|
$
|
143.2
|
|
Weighted Average Interest Rate
|
|
0.47
|
%
|
|
0.48
|
%
|
|
0.40
|
%
|
|
1.44
|
%
|
|
1.92
|
%
|
|
0.93
|
%
|
||||||
Maximum Month End Balance Outstanding
|
|
$
|
214.2
|
|
|
$
|
242.8
|
|
|
$
|
47.0
|
|
|
$
|
216.1
|
|
|
$
|
180.1
|
|
|
$
|
174.6
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Numerator for basic EPS
|
|
$
|
159.0
|
|
|
$
|
141.6
|
|
|
$
|
133.6
|
|
Add back earnings attributable to participating securities
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Reported net income (Numerator for Diluted EPS)
|
|
$
|
159.0
|
|
|
$
|
141.6
|
|
|
$
|
133.7
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding (Basic EPS)
|
|
82.0
|
|
|
81.8
|
|
|
81.2
|
|
|||
Conversion of share based compensation arrangements
|
|
0.1
|
|
|
0.0
|
|
|
0.1
|
|
|||
Adjusted weighted average shares outstanding and
|
|
|
|
|
|
|
|
|
|
|||
assumed conversions outstanding (Diluted EPS)
|
|
82.1
|
|
|
81.8
|
|
|
81.3
|
|
|||
Basic earnings per share
|
|
$
|
1.94
|
|
|
$
|
1.73
|
|
|
$
|
1.65
|
|
Diluted earnings per share
|
|
$
|
1.94
|
|
|
$
|
1.73
|
|
|
$
|
1.64
|
|
|
|
2010
|
|
2011
|
|
2012
|
||||||||||||||||||||||
|
|
Beginning
of Year
|
|
Changes
During
|
|
End
of Year
|
|
Changes
During
|
|
End
of Year
|
|
Changes
During
|
|
End
of Year
|
||||||||||||||
(In millions)
|
|
Balance
|
|
Year
|
|
Balance
|
|
Year
|
|
Balance
|
|
Year
|
|
Balance
|
||||||||||||||
Unconsolidated affiliates
|
|
$
|
(7.1
|
)
|
|
$
|
0.5
|
|
|
$
|
(6.6
|
)
|
|
$
|
(9.3
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
11.3
|
|
|
$
|
(4.6
|
)
|
Pension & other benefit costs
|
|
(4.4
|
)
|
|
(0.5
|
)
|
|
(4.9
|
)
|
|
(1.7
|
)
|
|
(6.6
|
)
|
|
4.0
|
|
|
(2.6
|
)
|
|||||||
Cash flow hedges
|
|
0.1
|
|
|
3.9
|
|
|
4.0
|
|
|
(3.9
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|||||||
Deferred income taxes
|
|
4.6
|
|
|
(1.5
|
)
|
|
3.1
|
|
|
6.0
|
|
|
9.1
|
|
|
(6.2
|
)
|
|
2.9
|
|
|||||||
Accumulated other comprehensive income (loss)
|
|
$
|
(6.8
|
)
|
|
$
|
2.4
|
|
|
$
|
(4.4
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
9.0
|
|
|
$
|
(4.3
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total cost of share-based compensation
|
|
$
|
6.3
|
|
|
$
|
5.8
|
|
|
$
|
4.9
|
|
Less capitalized cost
|
|
1.2
|
|
|
0.8
|
|
|
1.7
|
|
|||
Total in other operating expense
|
|
5.1
|
|
|
5.0
|
|
|
3.2
|
|
|||
Less income tax benefit in earnings
|
|
2.1
|
|
|
2.0
|
|
|
1.3
|
|
|||
After tax effect of share-based compensation
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
1.9
|
|
|
|
Equity Awards
|
|
|
|
|
||||||
|
|
|
|
Wtd. Avg.
|
|
|
|
|
||||
|
|
|
|
Grant Date
|
|
Liability Awards
|
||||||
|
|
Shares
|
|
Fair value
|
|
Shares/Units
|
|
Fair value
|
||||
Awards at January 1, 2012
|
|
54,013
|
|
$
|
25.22
|
|
|
698,110
|
|
|
||
Granted
|
|
35,458
|
|
29.82
|
|
|
250,211
|
|
|
|||
Vested
|
|
(2,635)
|
|
24.76
|
|
|
(149,374)
|
|
|
|||
Forfeited
|
|
(16,343)
|
|
25.12
|
|
|
(170,137)
|
|
|
|||
Awards at December 31, 2012
|
|
70,493
|
|
$
|
27.45
|
|
|
628,810
|
|
$
|
29.40
|
|
|
|
|
|
Weighted average
|
|
Aggregate
|
||||||
|
|
Shares
|
|
Exercise
Price
|
|
Remaining
Contractual
Term (years)
|
|
Intrinsic
Value
(In millions)
|
||||
Outstanding at January 1, 2012
|
|
407,633
|
|
$
|
25.74
|
|
|
|
|
|
||
Exercised
|
|
(21,068)
|
|
$
|
23.18
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
|
386,565
|
|
$
|
25.88
|
|
|
1.6
|
|
$
|
1.4
|
|
Exercisable at December 31, 2012
|
|
386,565
|
|
$
|
25.88
|
|
|
1.6
|
|
$
|
1.4
|
|
|
|
At December 31,
|
||||||||||||||
|
|
2012
|
|
2011
|
||||||||||||
(In millions)
|
|
Carrying
Amount
|
|
Est. Fair
Value
|
|
Carrying
Amount
|
|
Est. Fair
Value
|
||||||||
Long-term debt
|
|
$
|
1,659.8
|
|
|
$
|
1,873.3
|
|
|
$
|
1,622.3
|
|
|
$
|
1,804.4
|
|
Short-term borrowings & notes payable
|
|
278.8
|
|
|
278.8
|
|
|
227.1
|
|
|
227.1
|
|
||||
Cash & cash equivalents
|
|
19.5
|
|
|
19.5
|
|
|
8.6
|
|
|
8.6
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Utility Group
|
|
|
|
|
|
|
||||||
Gas Utility Services
|
|
$
|
738.1
|
|
|
$
|
819.1
|
|
|
$
|
954.1
|
|
Electric Utility Services
|
|
594.9
|
|
|
635.9
|
|
|
608.0
|
|
|||
Other Operations
|
|
40.1
|
|
|
43.9
|
|
|
44.5
|
|
|||
Eliminations
|
|
(39.5
|
)
|
|
(41.9
|
)
|
|
(42.9
|
)
|
|||
Total Utility Group
|
|
1,333.6
|
|
|
1,457.0
|
|
|
1,563.7
|
|
|||
Nonutility Group
|
|
|
|
|
|
|
|
|
|
|||
Infrastructure Services
|
|
663.6
|
|
|
421.3
|
|
|
235.6
|
|
|||
Energy Services
|
|
117.7
|
|
|
161.8
|
|
|
146.9
|
|
|||
Coal Mining
|
|
235.8
|
|
|
285.6
|
|
|
209.9
|
|
|||
Energy Marketing
|
|
—
|
|
|
149.9
|
|
|
142.8
|
|
|||
Other Businesses
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|||
Total Nonutility Group
|
|
1,017.6
|
|
|
1,018.6
|
|
|
735.2
|
|
|||
Eliminations
|
|
(118.4
|
)
|
|
(150.4
|
)
|
|
(169.4
|
)
|
|||
Consolidated Revenues
|
|
$
|
2,232.8
|
|
|
$
|
2,325.2
|
|
|
$
|
2,129.5
|
|
Profitability Measures - Net Income
|
|
|
|
|
|
|
|
|
|
|||
Utility Group Net Income
|
|
|
|
|
|
|
|
|
|
|||
Gas Utility Services
|
|
$
|
60.0
|
|
|
$
|
52.5
|
|
|
$
|
53.7
|
|
Electric Utility Services
|
|
68.0
|
|
|
65.0
|
|
|
60.9
|
|
|||
Other Operations
|
|
10.0
|
|
|
5.4
|
|
|
9.3
|
|
|||
Total Utility Group Net Income
|
|
138.0
|
|
|
122.9
|
|
|
123.9
|
|
|||
Nonutility Group Net Income (Loss)
|
|
|
|
|
|
|
|
|
|
|||
Infrastructure Services
|
|
40.5
|
|
|
14.9
|
|
|
3.1
|
|
|||
Energy Services
|
|
5.7
|
|
|
6.7
|
|
|
6.4
|
|
|||
Coal Mining
|
|
(3.5
|
)
|
|
16.6
|
|
|
11.9
|
|
|||
Energy Marketing
|
|
(17.6
|
)
|
|
(4.2
|
)
|
|
(4.2
|
)
|
|||
Other Businesses
|
|
(3.4
|
)
|
|
(10.2
|
)
|
|
(7.4
|
)
|
|||
Total Nonutility Group Net Income
|
|
21.7
|
|
|
23.8
|
|
|
9.8
|
|
|||
Corporate & Other Net Loss
|
|
(0.7
|
)
|
|
(5.1
|
)
|
|
—
|
|
|||
Consolidated Net Income
|
|
$
|
159.0
|
|
|
$
|
141.6
|
|
|
$
|
133.7
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Amounts Included in Profitability Measures
|
|
|
|
|
|
|
||||||
Depreciation & Amortization
|
|
|
|
|
|
|
||||||
Utility Group
|
|
|
|
|
|
|
||||||
Gas Utility Services
|
|
$
|
85.4
|
|
|
$
|
84.3
|
|
|
$
|
80.7
|
|
Electric Utility Services
|
|
81.3
|
|
|
80.2
|
|
|
80.8
|
|
|||
Other Operations
|
|
23.3
|
|
|
27.8
|
|
|
26.7
|
|
|||
Total Utility Group
|
|
190.0
|
|
|
192.3
|
|
|
188.2
|
|
|||
Nonutility Group
|
|
|
|
|
|
|
|
|
|
|||
Infrastructure Services
|
|
20.7
|
|
|
14.9
|
|
|
8.8
|
|
|||
Energy Services
|
|
1.9
|
|
|
1.5
|
|
|
1.2
|
|
|||
Coal Mining
|
|
41.8
|
|
|
35.1
|
|
|
30.4
|
|
|||
Energy Marketing
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|||
Other Businesses
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Total Nonutility Group
|
|
64.6
|
|
|
52.0
|
|
|
40.9
|
|
|||
Consolidated Depreciation & Amortization
|
|
$
|
254.6
|
|
|
$
|
244.3
|
|
|
$
|
229.1
|
|
Interest Expense
|
|
|
|
|
|
|
|
|
|
|||
Utility Group
|
|
|
|
|
|
|
|
|
|
|||
Gas Utility Services
|
|
$
|
31.8
|
|
|
$
|
37.1
|
|
|
$
|
38.8
|
|
Electric Utility Services
|
|
33.8
|
|
|
36.4
|
|
|
36.4
|
|
|||
Other Operations
|
|
5.9
|
|
|
6.8
|
|
|
6.2
|
|
|||
Total Utility Group
|
|
71.5
|
|
|
80.3
|
|
|
81.4
|
|
|||
Nonutility Group
|
|
|
|
|
|
|
|
|
|
|||
Infrastructure Services
|
|
7.5
|
|
|
7.4
|
|
|
3.3
|
|
|||
Energy Services
|
|
0.4
|
|
|
0.6
|
|
|
0.2
|
|
|||
Coal Mining
|
|
11.5
|
|
|
11.3
|
|
|
10.1
|
|
|||
Energy Marketing
|
|
4.8
|
|
|
6.4
|
|
|
8.5
|
|
|||
Other Businesses
|
|
0.7
|
|
|
1.3
|
|
|
1.5
|
|
|||
Total Nonutility Group
|
|
24.9
|
|
|
27.0
|
|
|
23.6
|
|
|||
Corporate & Other
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(0.4
|
)
|
|||
Consolidated Interest Expense
|
|
$
|
96.0
|
|
|
$
|
106.5
|
|
|
$
|
104.6
|
|
Income Taxes
|
|
|
|
|
|
|
|
|
|
|||
Utility Group
|
|
|
|
|
|
|
|
|
|
|||
Gas Utility Services
|
|
$
|
39.1
|
|
|
$
|
34.5
|
|
|
$
|
35.1
|
|
Electric Utility Services
|
|
46.4
|
|
|
45.3
|
|
|
40.8
|
|
|||
Other Operations
|
|
(0.2
|
)
|
|
3.1
|
|
|
1.2
|
|
|||
Total Utility Group
|
|
85.3
|
|
|
82.9
|
|
|
77.1
|
|
|||
Nonutility Group
|
|
|
|
|
|
|
|
|
|
|||
Infrastructure Services
|
|
29.6
|
|
|
10.7
|
|
|
2.7
|
|
|||
Energy Services
|
|
(9.0
|
)
|
|
1.1
|
|
|
2.5
|
|
|||
Coal Mining
|
|
(8.6
|
)
|
|
3.9
|
|
|
1.9
|
|
|||
Energy Marketing
|
|
(11.7
|
)
|
|
(2.4
|
)
|
|
(2.7
|
)
|
|||
Other Businesses
|
|
(2.0
|
)
|
|
(7.0
|
)
|
|
(5.9
|
)
|
|||
Total Nonutility Group
|
|
(1.7
|
)
|
|
6.3
|
|
|
(1.5
|
)
|
|||
Corporate & Other
|
|
(1.1
|
)
|
|
(2.8
|
)
|
|
(0.9
|
)
|
|||
Consolidated Income Taxes
|
|
$
|
82.5
|
|
|
$
|
86.4
|
|
|
$
|
74.7
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
||||||
Utility Group
|
|
|
|
|
|
|
||||||
Gas Utility Services
|
|
$
|
128.8
|
|
|
$
|
113.5
|
|
|
$
|
88.7
|
|
Electric Utility Services
|
|
108.8
|
|
|
102.2
|
|
|
120.1
|
|
|||
Other Operations
|
|
16.2
|
|
|
17.8
|
|
|
22.5
|
|
|||
Non-cash costs & changes in accruals
|
|
(7.8
|
)
|
|
(0.1
|
)
|
|
(6.2
|
)
|
|||
Total Utility Group
|
|
246.0
|
|
|
233.4
|
|
|
225.1
|
|
|||
Nonutility Group
|
|
|
|
|
|
|
|
|
|
|||
Infrastructure Services
|
|
53.7
|
|
|
22.8
|
|
|
12.0
|
|
|||
Energy Services
|
|
2.3
|
|
|
9.7
|
|
|
1.2
|
|
|||
Coal Mining
|
|
63.8
|
|
|
55.1
|
|
|
38.7
|
|
|||
Energy Marketing
|
|
—
|
|
|
0.3
|
|
|
0.2
|
|
|||
Total Nonutility Group
|
|
119.8
|
|
|
87.9
|
|
|
52.1
|
|
|||
Consolidated Capital Expenditures
|
|
$
|
365.8
|
|
|
$
|
321.3
|
|
|
$
|
277.2
|
|
|
|
At December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||
Utility Group
|
|
|
|
|
|
|
|
|
|
|||
Gas Utility Services
|
|
$
|
2,173.5
|
|
|
$
|
2,125.2
|
|
|
$
|
2,161.7
|
|
Electric Utility Services
|
|
1,705.1
|
|
|
1,656.5
|
|
|
1,666.5
|
|
|||
Other Operations, net of eliminations
|
|
168.2
|
|
|
192.8
|
|
|
96.3
|
|
|||
Total Utility Group
|
|
4,046.8
|
|
|
3,974.5
|
|
|
3,924.5
|
|
|||
Nonutility Group
|
|
|
|
|
|
|
|
|
|
|||
Infrastructure Services
|
|
420.0
|
|
|
295.0
|
|
|
174.6
|
|
|||
Energy Services
|
|
69.7
|
|
|
81.2
|
|
|
67.4
|
|
|||
Coal Mining
|
|
380.0
|
|
|
352.8
|
|
|
362.5
|
|
|||
Energy Marketing
|
|
73.9
|
|
|
112.5
|
|
|
209.1
|
|
|||
Other Businesses, net of eliminations and reclassifications
|
|
37.1
|
|
|
46.8
|
|
|
54.9
|
|
|||
Total Nonutility Group
|
|
980.7
|
|
|
888.3
|
|
|
868.5
|
|
|||
Corporate & Other
|
|
785.6
|
|
|
727.3
|
|
|
706.2
|
|
|||
Eliminations
|
|
(724.0
|
)
|
|
(711.2
|
)
|
|
(735.0
|
)
|
|||
Consolidated Assets
|
|
$
|
5,089.1
|
|
|
$
|
4,878.9
|
|
|
$
|
4,764.2
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Gas in storage – at LIFO cost
|
|
$
|
22.4
|
|
|
$
|
31.8
|
|
Coal & oil for electric generation - at average cost
|
|
52.0
|
|
|
60.6
|
|
||
Materials & supplies
|
|
57.6
|
|
|
54.9
|
|
||
Nonutility coal - at LIFO cost
|
|
25.4
|
|
|
13.0
|
|
||
Other
|
|
1.2
|
|
|
1.6
|
|
||
Total inventories
|
|
$
|
158.6
|
|
|
$
|
161.9
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Prepaid gas delivery service
|
|
$
|
28.5
|
|
|
$
|
42.4
|
|
Deferred income taxes
|
|
—
|
|
|
16.0
|
|
||
Prepaid taxes
|
|
26.4
|
|
|
5.1
|
|
||
Other prepayments & current assets
|
|
18.4
|
|
|
20.8
|
|
||
Total prepayments & other current assets
|
|
$
|
73.3
|
|
|
$
|
84.3
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
ProLiance Holdings, LLC
|
|
$
|
73.9
|
|
|
$
|
85.4
|
|
Other nonutility partnerships & corporations
|
|
4.0
|
|
|
7.3
|
|
||
Other utility investments
|
|
0.2
|
|
|
0.2
|
|
||
Total investments in unconsolidated affiliates
|
|
$
|
78.1
|
|
|
$
|
92.9
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Cash surrender value of life insurance policies
|
|
$
|
29.1
|
|
|
$
|
27.3
|
|
Municipal bond
|
|
3.6
|
|
|
3.9
|
|
||
Restricted cash & other investments
|
|
1.9
|
|
|
3.2
|
|
||
Other utility & corporate investments
|
|
$
|
34.6
|
|
|
$
|
34.4
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Utility Group
|
|
|
|
|
||||
Gas Utility Services
|
|
$
|
205.0
|
|
|
$
|
205.0
|
|
Nonutility Group
|
|
|
|
|
||||
Infrastructure Services
|
|
55.2
|
|
|
55.2
|
|
||
Energy Services
|
|
2.1
|
|
|
2.1
|
|
||
Consolidated goodwill
|
|
$
|
262.3
|
|
|
$
|
262.3
|
|
|
|
At December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
Refunds to customers & customer deposits
|
|
$
|
53.1
|
|
|
$
|
56.4
|
|
Accrued taxes
|
|
34.4
|
|
|
33.5
|
|
||
Accrued interest
|
|
23.1
|
|
|
21.7
|
|
||
Deferred compensation & post-retirement benefits
|
|
6.8
|
|
|
6.5
|
|
||
Deferred income taxes
|
|
14.9
|
|
|
—
|
|
||
Accrued salaries & other
|
|
66.5
|
|
|
63.0
|
|
||
Total accrued liabilities
|
|
$
|
198.8
|
|
|
$
|
181.1
|
|
(In millions)
|
|
2012
|
|
2011
|
||||
Asset retirement obligation, January 1
|
|
$
|
43.7
|
|
|
$
|
38.7
|
|
Accretion
|
|
2.7
|
|
|
2.5
|
|
||
Changes in estimates, net of cash payments
|
|
(8.7
|
)
|
|
2.5
|
|
||
Asset retirement obligation, December 31
|
|
37.7
|
|
|
43.7
|
|
||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Deferred credits & other liabilities
|
|
$
|
37.7
|
|
|
$
|
43.5
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
ProLiance Holdings, LLC
|
|
$
|
(22.7
|
)
|
|
$
|
(28.6
|
)
|
|
$
|
(2.5
|
)
|
Haddington Energy Partners, LP
|
|
(0.7
|
)
|
|
—
|
|
|
(6.1
|
)
|
|||
Other
|
|
0.1
|
|
|
(3.4
|
)
|
|
—
|
|
|||
Total equity in (losses) of unconsolidated affiliates
|
|
$
|
(23.3
|
)
|
|
$
|
(32.0
|
)
|
|
$
|
(8.6
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
AFUDC – borrowed funds
|
|
$
|
4.6
|
|
|
$
|
2.5
|
|
|
$
|
1.4
|
|
AFUDC – equity funds
|
|
0.4
|
|
|
0.2
|
|
|
0.3
|
|
|||
Nonutility plant capitalized interest
|
|
1.8
|
|
|
2.1
|
|
|
2.1
|
|
|||
Interest income, net
|
|
1.1
|
|
|
1.4
|
|
|
1.7
|
|
|||
Other nonutility investment impairment charges
|
|
(2.7
|
)
|
|
(9.9
|
)
|
|
(4.7
|
)
|
|||
Cash surrender value of life insurance policies
|
|
1.8
|
|
|
0.1
|
|
|
1.9
|
|
|||
All other income
|
|
1.3
|
|
|
0.1
|
|
|
2.1
|
|
|||
Total other income (expense) – net
|
|
$
|
8.3
|
|
|
$
|
(3.5
|
)
|
|
$
|
4.8
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash paid (received) for:
|
|
|
|
|
||||||||
Interest
|
|
$
|
94.6
|
|
|
$
|
108.6
|
|
|
$
|
104.5
|
|
Income taxes
|
|
21.8
|
|
|
(9.0
|
)
|
|
8.1
|
|
|
|
|
|
|
|
A
|
|
B
|
|
C
|
||||||||||
Plan category
|
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||||||||||
Equity compensation plans approved by
|
|
|
|
|
|
|
|
|
|
|
||||||||||
security holders
|
|
|
|
386,565
|
|
|
(1)
|
|
$
|
25.88
|
|
|
(1)
|
|
3,598,059
|
|
|
(2)
|
||
Equity compensation plans not approved
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
by security holders
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
Total
|
|
|
|
|
|
386,565
|
|
|
|
|
$
|
25.88
|
|
|
|
|
3,598,059
|
|
|
|
(1)
|
Under the Vectren At-Risk Compensation Plan, the Company may buy shares on the open market during periods when there are no restrictions on insider transactions to fulfill these obligations.
|
(2)
|
Effective January 1, 2013, 261,220 performance-based and time-based units were issued to management by the Compensation and Benefits Committee of the Board of Directors. In addition, participants forfeited 48,244 performance awards measured during the three year performance period ending December 31, 2012 which do not vest until December 31, 2013. These issuances and forfeitures are not included in the above table.
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at
|
|
Charged
|
|
Charged
|
|
Deductions
|
|
Balance at
|
||||||||||
|
|
Beginning
|
|
to
|
|
to Other
|
|
from
|
|
End of
|
||||||||||
Description
|
|
of Year
|
|
Expenses
|
|
Accounts
|
|
Reserves, Net
|
|
Year
|
||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
VALUATION AND QUALIFYING ACCOUNTS:
|
|
|
|
|
|
|
|
|
||||||||||||
Year 2012 – Accumulated provision for
|
|
|
|
|
|
|
|
|
|
|
||||||||||
uncollectible accounts
|
|
$
|
6.7
|
|
|
$
|
8.2
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
6.8
|
|
Year 2011 – Accumulated provision for
|
|
|
|
|
|
|
|
|
|
|
||||||||||
uncollectible accounts
|
|
$
|
5.3
|
|
|
$
|
11.8
|
|
|
$
|
—
|
|
|
$
|
10.4
|
|
|
$
|
6.7
|
|
Year 2010 – Accumulated provision for
|
|
|
|
|
|
|
|
|
|
|
||||||||||
uncollectible accounts
|
|
$
|
5.2
|
|
|
$
|
16.8
|
|
|
$
|
—
|
|
|
$
|
16.7
|
|
|
$
|
5.3
|
|
Year 2012 – Reserve for impaired
|
|
|
|
|
|
|
|
|
|
|
||||||||||
notes receivable
|
|
$
|
15.7
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
15.6
|
|
|
$
|
0.6
|
|
Year 2011 – Reserve for impaired
|
|
|
|
|
|
|
|
|
|
|
||||||||||
notes receivable
|
|
$
|
6.1
|
|
|
$
|
9.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
Year 2010 – Reserve for impaired
|
|
|
|
|
|
|
|
|
|
|
||||||||||
notes receivable
|
|
$
|
9.2
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
6.1
|
|
OTHER RESERVES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year 2012 – Restructuring costs
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
Year 2011 – Restructuring costs
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Year 2010 – Restructuring costs
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
Document
|
|
|
31.1
|
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Exhibit
Number
|
Document
|
10.1
|
Amendment Number One to Vectren Corporation Specimen Change in Control Agreement
|
10.2
|
Vectren Corporation At Risk Compensation Plan specimen unit award agreement for officers, effective January 1, 2013
|
10.3
|
Gas Sales and Portfolio Administration Agreement between Indiana Gas Company, Inc. and ProLiance Energy, LLC, effective April 1, 2012
|
10.4
|
Gas Sales and Portfolio Administration Agreement between Southern Indiana Gas and Electric Company and ProLiance Energy, LLC, effective April 1, 2012
|
21.1
|
List of Company’s Significant Subsidiaries
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
3.1
|
Amended and Restated Articles of Incorporation of Vectren Corporation effective March 31, 2000. (Filed and designated in Current Report on Form 8-K filed April 14, 2000, File No. 1-15467, as Exhibit 4.1.)
|
3.2
|
Code of By-Laws of Vectren Corporation as Most Recently Amended and Restated as of September 5, 2012. (Filed and designated in Current Report on Form 8-K filed October 1, 2012, File No. 1-15467, as Exhibit 3.1.)
|
4.1
|
Mortgage and Deed of Trust dated as of April 1, 1932 between Southern Indiana Gas and Electric Company and Bankers Trust Company, as Trustee, and Supplemental Indentures thereto dated August 31, 1936, October 1, 1937, March 22, 1939, July 1, 1948, June 1, 1949, October 1, 1949, January 1, 1951, April 1, 1954, March 1, 1957, October 1, 1965, September 1, 1966, August 1, 1968, May 1, 1970, August 1, 1971, April 1, 1972, October 1, 1973, April 1, 1975, January 15, 1977, April 1, 1978, June 4, 1981, January 20, 1983, November 1, 1983, March 1, 1984, June 1, 1984, November 1, 1984, July 1, 1985, November 1, 1985, June 1, 1986. (Filed and designated in Registration No. 2-2536 as Exhibits B-1 and B-2; in Post-effective Amendment No. 1 to Registration No. 2-62032 as Exhibit (b)(4)(ii), in Registration No. 2-88923 as Exhibit 4(b)(2), in Form 8-K, File No. 1-3553, dated June 1, 1984 as Exhibit (4), File No. 1-3553, dated March 24, 1986 as Exhibit 4-A, in Form 8-K, File No. 1-3553, dated June 3, 1986 as Exhibit (4).) July 1, 1985 and November 1, 1985 (Filed and designated in Form 10-K, for the fiscal year 1985, File No. 1-3553, as Exhibit 4-A.) November 15, 1986 and January 15, 1987. (Filed and designated in Form 10-K, for the fiscal year 1986, File No. 1-3553, as Exhibit 4-A.) December 15, 1987. (Filed and designated in Form 10-K, for the fiscal year 1987, File No. 1-3553, as Exhibit 4-A.) December 13, 1990. (Filed and designated in Form 10-K, for the fiscal year 1990, File No. 1-3553, as Exhibit 4-A.) April 1, 1993. (Filed and designated in Form 8-K, dated April 13, 1993, File No. 1-3553, as Exhibit 4.) June 1, 1993 (Filed and designated in Form 8-K, dated June 14, 1993, File No. 1-3553, as Exhibit 4.) May 1, 1993. (Filed and designated in Form 10-K, for the fiscal year 1993, File No. 1-3553, as Exhibit 4(a).) July 1, 1999. (Filed and designated in Form 10-Q, dated August 16, 1999, File No. 1-3553, as Exhibit 4(a).) March 1, 2000. (Filed and designated in Form 10-K for the year ended December 31, 2001, File No. 1-15467, as Exhibit 4.1.) August 1, 2004. (Filed and designated in Form 10-K for the year ended December 31, 2004, File No. 1-15467, as Exhibit 4.1.) October 1, 2004. (Filed and designated in Form 10-K for the year ended December 31, 2004, File No. 1-15467, as Exhibit 4.2.) April 1, 2005 (Filed and designated in Form 10-K for the year ended December 31, 2007, File No 1-15467, as Exhibit 4.1) March 1, 2006 (Filed and designated in Form 10-K for the year ended December 31, 2007, File No 1-15467, as Exhibit 4.2) December 1, 2007 (Filed and designated in Form 10-K for the year ended December 31, 2007, File No 1-15467, as Exhibit 4.3) August 1, 2009 (Filed and designated in Form 10-K, for the year ended December 31, 2009, File No. 1-15467, as Exhibit 4.1)
|
4.2
|
Indenture dated February 1, 1991, between Indiana Gas and U.S. Bank Trust National Association (formerly known as First Trust National Association, which was formerly known as Bank of America Illinois, which was formerly known as Continental Bank, National Association. Inc.'s. (Filed and designated in Current Report on Form 8-K filed February 15, 1991, File No. 1-6494.); First Supplemental Indenture thereto dated as of February 15, 1991. (Filed and designated in Current Report on Form 8-K filed February 15, 1991, File No. 1-6494, as Exhibit 4(b).); Second Supplemental Indenture thereto dated as of September 15, 1991, (Filed and designated in Current Report on Form 8-K filed September 25, 1991, File No. 1-6494, as Exhibit 4(b).); Third supplemental Indenture thereto dated as of September 15, 1991 (Filed and designated in Current Report on Form 8-K filed September 25, 1991, File No. 1-6494, as Exhibit 4(c).); Fourth Supplemental Indenture thereto dated as of December 2, 1992, (Filed and designated in Current Report on Form 8-K filed December 8, 1992, File No. 1-6494, as Exhibit 4(b).); Fifth Supplemental Indenture thereto dated as of December 28, 2000, (Filed and designated in Current Report on Form 8-K filed December 27, 2000, File No. 1-6494, as Exhibit 4.)
|
4.3
|
Indenture dated October 19, 2001, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank Trust National Association. (Filed and designated in Form 8-K, dated October 19, 2001, File No. 1-16739, as Exhibit 4.1); First Supplemental Indenture, dated October 19, 2001, between Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank Trust National Association. (Filed and designated in Form 8-K, dated October 19, 2001, File No. 1-16739, as Exhibit 4.2); Second Supplemental Indenture, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank Trust National Association. (Filed and designated in Form 8-K, dated November 29, 2001, File No. 1-16739, as Exhibit 4.1); Third Supplemental Indenture, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank Trust National Association. (Filed and designated in Form 8-K, dated July 24, 2003, File No. 1-16739, as Exhibit 4.1); Fourth Supplemental Indenture, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank Trust National Association. (Filed and designated in Form 8-K, dated November 18, 2005, File No. 1-16739, as Exhibit 4.1). Form of Fifth Supplemental Indenture, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas & Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank Trust National Association. (Filed and designated in Form 8-K, dated October 16, 2006, File No. 1-16739, as Exhibit 4.1). Sixth Supplemental Indenture, dated March 10, 2008, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank National Association (Filed and designated in Form 8-K, dated March 10, 2008, File No. 1-16739, as Exhibit 4.1)
|
4.4
|
Note purchase agreement, dated October 11, 2005, between Vectren Capital Corp. and each of the purchasers named therein. (Filed designated in Form 10-K for the year ended December 31, 2005, File No. 1-15467, as Exhibit 4.4.) First Amendment, dated March 11, 2009, to Note Purchase Agreement dated October 11, 2005, among Vectren Corporation, Vectren Capital, Corp. and each of the holders named herein. (Filed and designated in Form 8-K dated March 16, 2009 File No. 1-15467, as Exhibit 4.6)
|
4.5
|
Note Purchase Agreement, dated March 11, 2009, among Vectren Corporation, Vectren Capital, Corp. and each of the purchasers named therein. (Filed and designated in Form 8-K dated March 16, 2009 File No. 1-15467, as Exhibit 4.5)
|
4.6
|
Note Purchase Agreement, dated April 7, 2009, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren Energy Delivery of Ohio, Inc. and the purchasers named therein. (Filed and designated in Form 8-K dated April 7, 2009 File No. 1-15467, as Exhibit 4.5)
|
4.7
|
Note Purchase Agreement, dated September 9, 2010, among Vectren Capital, Corp. and the purchasers named therein. (Filed and designated in Form 8-K dated September 10, 2010 File No. 1-15467, as Exhibit 4.1)
|
4.8
|
Note Purchase Agreement, dated April 5, 2011, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren Energy Delivery of Ohio, Inc. and the purchasers named therein. (Filed and designated in Form 8-K dated April 8, 2011 File No. 1-15467, as Exhibit 4.1)
|
4.9
|
Note Purchase Agreement, dated November 15, 2011, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren Energy Delivery of Ohio, Inc. and the purchasers named therein. (Filed and designated in Form 8-K dated November 17, 2011 File No. 1-15467, as Exhibit 4.1)
|
4.10
|
Note Purchase Agreement, dated December 20, 2012, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren Energy Delivery of Ohio, Inc. and the purchasers named therein. (Filed and designated in Form 8-K dated December 21, 2012 File No. 1-15467, as Exhibit 4.1)
|
10.1
|
Vectren Corporation At Risk Compensation Plan effective May 1, 2001, (as most recently amended and restated as of May 1, 2011). (Filed and designated in Form 8-K dated May 17, 2011, File No. 1-15467, as Exhibit 10.1.)
|
10.2
|
Vectren Corporation Non-Qualified Deferred Compensation Plan, as amended and restated effective January 1, 2001. (Filed and designated in Form 10-K, for the year ended December 31, 2001, File No. 1-15467, as Exhibit 10.32.)
|
10.3
|
Vectren Corporation Nonqualified Deferred Compensation Plan, effective January 1, 2005. (Filed and designated in Form 8-K dated September 29, 2008, File No. 1-15467, as Exhibit 10.3.)
|
10.4
|
Vectren Corporation Unfunded Supplemental Retirement Plan for a Select Group of Management Employees (As Amended and Restated Effective January 1, 2005).(Filed and designated in Form 8-K dated December 17, 2008, File No. 1-15467, as Exhibit 10.1.)
|
10.5
|
Vectren Corporation Nonqualified Defined Benefit Restoration Plan (As Amended and Restated Effective January 1, 2005). (Filed and designated in Form 8-K dated December 17, 2008, File No. 1-15467, as Exhibit 10.2.)
|
10.6
|
Vectren Corporation At Risk Compensation Plan specimen unit award agreement for officers, effective January 1, 2010. (Filed and designated in Form 8-K, dated January 7, 2010, File No. 1-15467, as Exhibit 10.1.)
|
10.7
|
Vectren Corporation At Risk Compensation Plan specimen unit award agreement for officers, effective January 1, 2009. (Filed and designated in Form 8-K, dated February 17, 2009, File No. 1-15467, as Exhibit 10.1.)
|
10.8
|
Vectren Corporation At Risk Compensation Plan specimen performance award stock grant agreement for officers, effective January 1, 2008. (Filed and designated in Form 8-K, dated December 28, 2007, File No. 1-15467, as Exhibit 99.1.)
|
10.9
|
Vectren Corporation At Risk Compensation Plan specimen performance award unit agreement for officers, effective January 1, 2008. (Filed and designated in Form 8-K, dated December 28, 2007, File No. 1-15467, as Exhibit 99.2.)
|
10.10
|
Vectren Corporation At Risk Compensation Plan specimen Stock Option Grant Agreement for officers, effective January 1, 2005. (Filed and designated in Form 8-K, dated January 1, 2005, File No. 1-15467, as Exhibit 99.2.)
|
10.11
|
Vectren Corporation At Risk Compensation Plan stock unit award agreement for non-employee directors, effective May 1, 2009. (Filed and designation in Form 8-K, dated February 20, 2009, File No. 1-15467, as Exhibit 10.1)
|
10.12
|
Vectren Corporation At Risk Compensation Plan specimen unit award agreement for officers, effective January 31, 2013. (Filed herewith as Exhibit 10.2)
|
10.13
|
Vectren Corporation specimen change in control agreement dated December 31, 2011. (Filed and designated in Form 8-K, dated January 5, 2012, File No. 1-15467, as Exhibit 10.1) The specimen agreement significantly differs among the named executive officers only to the extent change in control benefits are provided in the amount of three times base salary and bonus for Mr. Carl L. Chapman and two times base salary and bonus for Messer’s Jerome A. Benkert, Jr., Ronald E. Christian, William S. Doty, and John M. Bohls.
|
10.14
|
Amendment number one to Vectren Corporation specimen change in control agreement dated December 31, 2012. (Filed herewith, as Exhibit 10.1)
|
10.15
|
Vectren Corporation specimen severance plan agreement dated December 31, 2011. (Filed and designated in Form 8-K, dated January 5, 2012 File No. 1-15467, as Exhibit 10.2) The severance plan differs among the named executive officers only to the extent where severance benefits are provided in the amount of two times base salary for Mr. Chapman and one and one half times base salary for Messer’s Benkert, Christian, Doty, and Bohls.
|
10.16
|
Coal Supply Agreement for Warrick 4 Generating Station between Southern Indiana Gas and Electric Company and Vectren Fuels, Inc., effective January 1, 2009. (Filed and designated in Form 8-K dated January 5, 2009, File No. 1-15467, as Exhibit 10.1.)
|
10.17
|
Coal Supply Agreement for F.B. Culley Generating Station between Southern Indiana Gas and Electric Company and Vectren Fuels, Inc., effective January 1, 2009. (Filed and designated in Form 8-K dated January 5, 2009, File No. 1-15467, as Exhibit 10.2.)
|
10.18
|
Coal Supply Agreement for A.B. Brown Generating Station for 410,000 tons between Southern Indiana Gas and Electric Company and Vectren Fuels, Inc., effective January 1, 2009. (Filed and designated in Form 8-K dated January 5, 2009, File No. 1-15467, as Exhibit 10.3.)
|
10.19
|
Coal Supply Agreement for A.B. Brown Generating Station for 1 million tons between Southern Indiana Gas and Electric Company and Vectren Fuels, Inc., effective January 1, 2009. (Filed and designated in Form 8-K dated January 5, 2009, File No. 1-15467, as Exhibit 10.4.)
|
10.20
|
Amendment to F.B. Culley and A.B. Brown Coal Supply Agreements dated December 21, 2009. (Filed and designated in Form 10-K, for the year ended December 31, 2009, File No. 1-15467, as Exhibit 10.1)
|
10.21
|
Amendment No. 1 to Coal Supply Agreement for Warrick 4 Generating Station between Southern Indiana Gas and Electric Company and Vectren Fuels, Inc., effective October 31, 2011. (Filed and designated in Form 8-K dated November 1, 2011, File No. 1-15467, as Exhibit 10.1.) Portions of the document have been omitted and filed separately pursuant to a request for confidential treatment filed with the Securities and Exchange Commission which was granted.
|
10.22
|
Amendment No. 2 to Coal Supply Agreement for F.B. Culley Generating Station between Southern Indiana Gas and Electric Company and Vectren Fuels, Inc., effective October 31, 2011. (Filed and designated in Form 8-K dated November 1, 2011, File No. 1-15467, as Exhibit 10.2.) Portions of the document have been omitted and filed separately pursuant to a request for confidential treatment filed with the Securities and Exchange Commission which was granted.
|
10.23
|
Amendment No. 2 to Coal Supply Agreement for A.B. Brown Generating Station between Southern Indiana Gas and Electric Company and Vectren Fuels, Inc., effective October 31, 2011. (Filed and designated in Form 8-K dated November 1, 2011, File No. 1-15467, as Exhibit 10.3.) Portions of the document have been omitted and filed separately pursuant to a request for confidential treatment filed with the Securities and Exchange Commission which was granted.
|
10.24
|
Gas Sales and Portfolio Administration Agreement between Indiana Gas Company, Inc. and ProLiance Energy, LLC, effective April 1, 2012. (Filed herewith as Exhibit 10.3)
|
10.25
|
Gas Sales and Portfolio Administration Agreement between Southern Indiana Gas and Electric Company and ProLiance Energy, LLC, effective April 1, 2012. (Filed herewith as Exhibit 10.4)
|
10.26
|
Formation Agreement among Indiana Energy, Inc., Indiana Gas Company, Inc., IGC Energy, Inc., Indiana Energy Services, Inc., Citizens Energy Group, Citizens Energy Services Corporation and ProLiance Energy, LLC, effective March 15, 1996. (Filed and designated in Form 10-Q for the quarterly period ended March 31, 1996, File No. 1-9091, as Exhibit 10-C.)
|
10.27
|
Credit Agreement, dated September 30, 2010, among Vectren Utility Holdings, Inc., and each of the financial institutions named therein. (Filed and designated in Form 8-K dated October 5, 2010, File No. 1-15467, as Exhibit 10.1)
|
10.28
|
Credit Agreement, dated September 30, 2010, among Vectren Capital Corp., and each of the financial institutions named therein. (Filed and designated in Form 8-K dated October 5, 2010, File No. 1-15467, as Exhibit 10.2)
|
10.29
|
First Amendment to Credit Agreement, dated November 10, 2011, among Vectren Utility Holdings, Inc., and each of the financial institutions named therein. (Filed and designated in Form 8-K dated November 14, 2011, File No. 1-15467, as Exhibit 10.1)
|
10.30
|
First Amendment to Credit Agreement, dated September 30, 2010, among Vectren Capital Corp., and each of the financial institutions named therein. (Filed and designated in Form 10-K, for the year ended December 31, 2011, File No. 1-15467, as Exhibit 10.1)
|
10.31
|
Second Amendment to Credit Agreement, dated November 10, 2011, among Vectren Capital Corp., and each of the financial institutions named therein. (Filed and designated in Form 8-K dated November 14, 2011, File No. 1-15467, as Exhibit 10.2)
|
10.32
|
Vectren Capital Three Year Term Loan Agreement, dated November 1, 2012 (Filed and designated in Form 10-Q, for the period ended September 30, 2012, File No. 1-15467, as Exhibit 10.1)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Carl L. Chapman
|
|
Chairman, President, and Chief Executive Officer
|
|
February 15, 2013
|
Carl L. Chapman
|
|
(Principal Executive Officer)
|
|
|
/s/ Jerome A. Benkert, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
|
February 15, 2013
|
Jerome A. Benkert, Jr.
|
|
(Principal Financial Officer)
|
|
|
/s/ M. Susan Hardwick
|
|
Vice President, Controller and Assistant Treasurer
|
|
February 15, 2013
|
M. Susan Hardwick
|
|
(Principal Accounting Officer)
|
|
|
/s/ James H. DeGraffenreidt
|
|
Director
|
|
February 15, 2013
|
James H. DeGraffenreidt
|
|
|
|
|
/s/ Niel C. Ellerbrook
|
|
Director
|
|
February 15, 2013
|
Niel C. Ellerbrook
|
|
|
|
|
/s/ John D. Engelbrecht
|
|
Director
|
|
February 15, 2013
|
John D. Engelbrecht
|
|
|
|
|
/s/ Anton H. George
|
|
Director
|
|
February 15, 2013
|
Anton H. George
|
|
|
|
|
/s/ Martin C. Jischke
|
|
Director
|
|
February 15, 2013
|
Martin C. Jischke
|
|
|
|
|
/s/ Robert G. Jones
|
|
Director
|
|
February 15, 2013
|
Robert G. Jones
|
|
|
|
|
|
|
|
|
|
/s/ J. Timothy McGinley
|
|
Director
|
|
February 15, 2013
|
J. Timothy McGinley
|
|
|
|
|
|
|
|
|
|
/s/ R. Daniel Sadlier
|
|
Director
|
|
February 15, 2013
|
R. Daniel Sadlier
|
|
|
|
|
|
|
|
|
|
/s/ Michael L. Smith
|
|
Director
|
|
February 15, 2013
|
Michael L. Smith
|
|
|
|
|
|
|
|
|
|
/s/ Jean L. Wojtowicz
|
|
Director
|
|
February 15, 2013
|
Jean L. Wojtowicz
|
|
|
|
|
|
|
|
|
|
Date of Grant:
|
January 1, 2013
|
(B)
|
Restricted Period.
Except as otherwise provided pursuant to or in accordance with the terms and provisions of this Agreement or the Plan, the Stock Unit Awards shall not be sold, exchanged, assigned, transferred or permitted to be transferred, voluntarily, involuntarily, or by operation of law, delivered, encumbered, discounted, pledged, hypothecated, or otherwise disposed of during the “Restricted Period,” which shall, with respect to each Stock Unit Award commence on the Grant Date and, except as otherwise provided in this Agreement or the Plan, end on December 31, 2016.
|
(i)
|
Final Measurement of the Stock Unit Award.
Except as provided in this Agreement or the Plan, including Section 7.4(b)(i) and Article X, the lifting of the transferability restrictions and the forfeitability provisions shall be dependent on (1) the shareholder value performance (as measured by total shareholder return or TSR) of the underlying Stock during the TSR Measuring Period (January 1, 2013 through December 31, 2015), (2) the earned return on equity (ROE) of Vectren Corporation (Company) for the twelve months ended December 31, 2015 (the ROE Measuring Period) relative to the performance metrics established by the Compensation and Benefits committee (Committee), and (3) the continued employment of the Grantee until December 31, 2016.
|
(1)
|
the difference between
|
(2)
|
(B) above;
provided
,
however
, that if during the period in which shareholder value performance is determined, Company or any of the comparable companies incurs a change in its outstanding shares because of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall appropriately modify the above shareholder value performance determination to reflect such change in capitalization.
|
(ii)
|
Lifting of Restrictions.
The restrictions applicable to the Stock Unit Awards held by the Grantee at the end of the TSR and ROE Measuring Periods (after the completion of the adjustments in the number of Stock Unit Awards by reason of the computations called for by the (A) the TSR Performance Schedule, and (B) the ROE metrics) (January 1, 2013 through December 31, 2015 is the “Performance Period”) shall be lifted in whole as of December 31, 2016;
provided
,
however
, that except as provided in the Plan, which directs, under certain conditions, that the restrictions shall be lifted earlier: (a) the restrictions shall be lifted on December 31, 2016 only if the Grantee is still employed by a Participating Company on that date, and, subject to the terms of this Agreement and the Plan, (b) if the Grantee ceases to be employed by a Participating Company before the restrictions lapse on any Stock Unit Awards held by him or her, the Stock Unit Awards still subject to restrictions shall be immediately forfeited.
|
(iii)
|
Continued Service As A Director.
If the Grantee (a) whose employment is terminated with a Participating Company for any reason and (b) who is a director of Company immediately prior to the Grantee's termination of employment continues to serve Company as a director following the Grantee's termination of employment, the Committee shall have the complete and sole discretion to deem the Grantee's employment with the Participating Company as continuing for
|
(C)
|
Disability, Death or Retirement
. In the event of the Grantee's death, Disability, or Retirement the following shall apply:
|
(i)
|
If such event occurs after the end of the Performance Period but before the end of the Restriction Period, the restrictions on the Stock Unit Awards shall be immediately removed;
|
(ii)
|
In the event of the Grantee's Disability or Retirement before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon (a) expiration of the Performance Period, and (b) certification by the Committee of the Company's performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant. The number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal (i) the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Performance Period (i.e., as adjusted or forfeited based on the Performance Criteria) multiplied by (ii) the portion of Performance Period the Grantee was an active Participant hereunder;
|
(iii)
|
In the event of the Grantee's death before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon the Grantee's date of death, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards contingently granted hereunder without any further adjustment; and
|
(iv)
|
Notwithstanding the terms of the Plan and any other provision of this Agreement, in the event of the Grantee's Disability or Retirement prior to the end of the Performance Period, the Committee may, but shall not be obligated to, permit the Grantee to receive the number of Stock Unit Awards, if any, that the Grantee would otherwise be entitled to had the Grantee been an active employee at the end of the Performance Period (as adjusted or forfeited based on the Performance Criteria) without any reduction for the time the Grantee was not an active employee during the Performance Period.
|
2.
|
Capitalization Changes.
Prior to the lifting of restrictions, in the event of a change in the Company's outstanding shares by reason of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall make appropriate adjustments in the number of Stock Unit Awards granted hereunder.
|
3.
|
Dividends.
Each time a dividend is paid on the Company's common stock, the amount of the dividend, multiplied by the number of Stock Unit Awards set forth herein, as adjusted by the receipt of additional Stock Unit Awards under this paragraph, shall be divided by the closing price of the Company's common stock on the dividend payment date and such resulting number shall be added to the number of Stock Unit Awards granted to the Grantee under this Agreement.
|
4.
|
Investment Representation.
By executing this Agreement, Grantee represents that the Stock Unit Award is being held in good faith for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof, and that any Stock Unit Award Grantee or Grantee's legal representatives acquire pursuant to this award will be acquired by them in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.
|
6.
|
Continued Employment.
Nothing in this Agreement shall restrict the right of Vectren Corporation or its affiliates to terminate Grantee's employment or status as a consultant at any time with or without cause.
|
7.
|
The Plan.
This grant is subject to all the terms, provisions and conditions of the Plan, which is incorporated herein by reference, including the defined terms not otherwise defined herein, and to such regulations as may from time to time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms, conditions and provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
|
9.
|
Withholding.
Vectren shall withhold all applicable taxes required by law from all amounts paid in satisfaction of the award.
|
10.
|
Notices.
All notices by the Grantee or his or her assigns to Vectren shall be addressed to Vectren Corporation, One Vectren Square, Evansville, Indiana 47708, Attention: Corporate Secretary, or such other address as Vectren may, from time to time, specify. All notices by Vectren to the Grantee shall be addressed to the Grantee at their current work location at Vectren or, if they are no longer employed by Vectren, at the address on file for the Grantee with the Human Resources department of Vectren.
|
2509 Dana
2510 Danville
2515 Elwood
2516 Fairmount
2530 Noblesville
2531 North Salem
2535 Richmond
2538 Tipton
2576 Huntington
2597 Crawfordsville
2605 Upland
2684 Unionport
2751 Montpelier
2754 Sheridan
2757 Bloomingdale
2772 Newport
2780 Lebanon
2795 Anderson
2796 Zionsville
|
2812 Carpentersville
2822 Fowlerton
2823 Richmond
5233 Anderson 121N Rural
5530 Cent. Ind. Rurals
5531 West of Zionsville
5532 North of Zionsville
5534 East of King
5864 King
010530010 East Hancock School
010530030 Hope
010530070 Dunkirk
032150100 Muncie
037045550 ANR Storage Facilities ANRNNS
NN Service Injection Points
PEPL IND GAS-INJ
CGCU Points of Interconnection
with Citizens Gas & Coke Utility
|
14411 Bedford
14412 Bedford
14431 Columbus
14432 Columbus
14433 Columbus
14461 Bargersville
14463 Bargersville
14481 Mitchell
14482 Mitchell
14491 Needmore
14492 Needmore
14493 Needmore
|
14501 Seymour
14511 Waynesville
14512 Waynesville
14521 Rural (Mitchell)
14522 Rural (Martinsville)
14531 Crane
14533 Crane
18531 Rural Ind.
037047100 West Shelbyville
44590 Vectren Indiana
CGCU Points of Interconnection with Citizens Gas & Coke Utility
70018 TETCO Seymour
|
|
|
14523 Rural (Terre Haute)
14531 Crane
14533 Crane
18421 Sand Cut
18422 Sand Cut
18423 Sand Cut
18424 Sand Cut
18451 Clinton
18452 Clinton
18461 Hercules Clinton
18462 Hercules Clinton
|
18491 Terre Haute-2
18492 Terre Haute-2
18511 Terre Haute-4
18521 Stuckey Rd.
18522 Stuckey Rd.
18523 Stuckey Rd.
18541 Terre Haute-6
18542 Terre Haute-6
18571 Magaret (Terre Haute)
18573 Magaret (Terre Haute)
|
Month
|
PEPL
|
ANR
|
North/East
|
Central/Terre Haute/South Texas Gas
|
TETCO
Greensburg |
November, 2011
|
103,559
|
0
|
103,559
|
22,489
|
159
|
December, 2011
|
153,187
|
0
|
153,187
|
37,402
|
267
|
January, 2012
|
153,187
|
0
|
153,187
|
39,357
|
267
|
February, 2012
|
133,904
|
0
|
133,904
|
34,841
|
267
|
March, 2012
|
97,451
|
0
|
97,451
|
25,276
|
214
|
April, 2012
|
83,191
|
—
|
83,191
|
10,402
|
100
|
May, 2012
|
80,509
|
—
|
80,509
|
10,068
|
50
|
June, 2012
|
83,191
|
0
|
83,191
|
10,402
|
50
|
July, 2012
|
75,670
|
0
|
75,670
|
10,068
|
50
|
August, 2012
|
75,670
|
0
|
75,670
|
10,068
|
50
|
September, 2012
|
78,191
|
0
|
78,191
|
10,402
|
50
|
October, 2012
|
75,670
|
0
|
75,670
|
10,068
|
100
|
Month
|
PEPL
|
ANR
|
North/East
|
Texas Gas
|
MGT
|
Central/Terre Haute/South
|
TETCO
Greensburg |
November, 2011
|
135,231
|
33,416
|
168,647
|
57,585
|
5,051
|
62,636
|
636
|
December, 2011
|
85,603
|
33,416
|
119,019
|
42,594
|
5,051
|
47,645
|
534
|
January, 2012
|
75,603
|
33,416
|
109,019
|
40,719
|
5,051
|
45,770
|
534
|
February, 2012
|
104,886
|
33,416
|
138,302
|
45,230
|
5,051
|
50,281
|
534
|
March, 2012
|
141,339
|
33,416
|
174,755
|
54,800
|
5,051
|
59,851
|
588
|
April, 2012
|
71,924
|
0
|
71,924
|
37,877
|
5,051
|
42,928
|
650
|
May, 2012
|
74,606
|
0
|
74,606
|
38,211
|
5,051
|
43,262
|
700
|
June, 2012
|
71,924
|
0
|
71,924
|
37,877
|
5,051
|
42,928
|
700
|
July, 2012
|
79,445
|
0
|
79,445
|
38,211
|
5,051
|
43,262
|
700
|
August, 2012
|
79,445
|
0
|
79,445
|
38,211
|
5,051
|
43,262
|
700
|
September, 2012
|
76,924
|
0
|
76,924
|
37,877
|
5,051
|
42,928
|
700
|
October, 2012
|
79,445
|
0
|
79,445
|
38,211
|
5,051
|
43,262
|
650
|
System
|
Winter Months (Nov.-Mar.)
|
Summer Months (Apr.-Oct.)
|
|||
|
Monthly
Index Reserved Quantity |
Daily
Index Reserved Quantity |
Monthly
Index Reserved Quantity |
Daily
Index Reserved Quantity |
|
North/East
|
$0.0005
|
$0.0046
|
$.0000
|
$.0000
|
|
Central/Terre Haute/South
|
$0.0012
|
$0.0031
|
$.0000
|
$.0000
|
|
Greensburg
|
$0.0025
|
$0.0025
|
$.0000
|
$.0000
|
Month
|
Gross Demand Cost
|
Demand Credit
|
Net Demand Cost
|
Apr
|
$4,482,034.00
|
$21,586.00
|
$4,460,448.00
|
May
|
$3,806,738.00
|
$21,587.00
|
$3,785,151.00
|
Jun
|
$3,771,778.00
|
$21,586.00
|
$3,750,192.00
|
Jul
|
$3,788,326.00
|
$21,587.00
|
$3,766,739.00
|
Aug
|
$3,788,327.00
|
$21,587.00
|
$3,766,740.00
|
Sep
|
$3,771,778.00
|
$21,586.00
|
$3,750,192.00
|
Oct
|
$4,703,453.00
|
$21,587.00
|
$4,681,866.00
|
Nov
|
$6,255,781.00
|
$21,586.00
|
$6,234,195.00
|
Dec
|
$6,682,128.00
|
$21,587.00
|
$6,660,541.00
|
Jan
|
$6,682,127.00
|
$21,587.00
|
$6,660,540.00
|
Feb
|
$6,497,483.00
|
$21,587.00
|
$6,475,896.00
|
Mar
|
$6,317,328.00
|
$21,587.00
|
$6,295,741.00
|
Total
|
$60,547,281.00
|
$259,040.00
|
$60,288,241.00
|
Contract Month
|
Maximum Daily PSS
|
Maximum Annual PSS
|
December 16
th
-31
st
|
60,000 Dth/day
|
600,000 Dth during any
|
January
|
60,000 Dth/day
|
December, January,
|
February 1
st
-14
th
|
60,000 Dth/day
|
February period
|
1.
|
WDS 2 shall incorporate the no-notice features, cyclability, annual storage deliverability, and other service provisions (“Service Provisions”) reflected in ANR FERC Tariffs for ETS, NNS and FSS.
|
2.
|
Seller shall provide Buyer with WDS 2 with the following delivered service entitlements:
|
a.
|
For WDS 2 Commodity:
|
b.
|
For WDS 2 Variable Costs:
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 3 with the following delivered service entitlements:
|
5.
|
Sellers provisions of WDS 3 shall be subject to the provisions of service reflected in ANR’s Gathering & ETS tariffs, as well as other ANR FERC tariffs as may be applicable to the provision of those services.
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 4 with the following delivered service entitlements:
|
5.
|
Sellers provisions of WDS 4 shall be subject to the provisions of service reflected in Trunkline FT & Panhandle Eastern EFT tariffs, as well as other Trunkline & Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.
|
1.
|
Starting June 1, 2011, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 5 with the following delivered Service entitlements:
|
2.
|
Delivery of these volumes will be into the Central system.
|
3.
|
Buyer shall pay Seller as follows:
|
c.
|
For ADS 5 Other Costs:
|
4.
|
Service expires May 31, 2012.
|
5.
|
ADS 5 shall be subject to the provisions of service reflected in applicable FERC tariffs.
|
1.
|
Starting June 1, 2012, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 5 with the following delivered Service entitlements:
|
2.
|
Delivery of these volumes will be to the Midwestern Indiana Gas Meter.
|
3.
|
Buyer shall pay Seller as follows:
|
c.
|
For ADS 5 Other Costs:
|
4.
|
Notice for this ADS 5 service is November 30, 2013. Service expires May 31, 2014.
|
5.
|
ADS 5 shall be subject to the provisions of service reflected in applicable FERC tariffs.
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 6 with the following delivered service entitlements:
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
27,553
|
14,836
|
39,779
|
21,419
|
103,587
|
April
|
17,912
|
9,646
|
26,622
|
14,336
|
68,516
|
May-September
|
17,912
|
9,646
|
|
|
27,558
|
October
|
17,912
|
9,646
|
39,897
|
13,300
|
80,755
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s Central and Terre Haute systems (as outlined above).
|
a.
|
For Unnominated Quantities:
|
b.
|
For Nominated Commodity as follows:
|
c.
|
For ADS 6 Variable Costs:
|
d.
|
For ADS 6 Other Costs:
|
4.
|
Notice & Service Expiration Dates for this ADS 6 service as detailed below:
|
a.
|
Notice Oct. 31, 2013 Service Expires : Oct. 31, 2014
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
9,184
|
4,945
|
13,260
|
7,140
|
34,529
|
April
|
5,971
|
3,215
|
8,874
|
4,779
|
22,839
|
May-September
|
5,971
|
3,215
|
|
|
9,186
|
October
|
5,971
|
3,215
|
13,299
|
4,434
|
26,919
|
|
|
Nov. – Mar
|
Apr. – Oct.
|
|
|
Maximum Seasonal Qty
|
2,735,891
|
1,363,510
|
|
|
|
Un-nominated Winter Seasonal Qty
|
602,299
|
|
|
|
b.
|
Notice Oct. 31, 2014 Service Expires : Oct. 31, 2015
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
9,184
|
4,945
|
13,260
|
7,140
|
34,529
|
April
|
5,971
|
3,215
|
8,874
|
4,779
|
22,839
|
May-September
|
5,971
|
3,215
|
|
|
9,186
|
October
|
5,971
|
3,215
|
13,299
|
4,434
|
26,919
|
|
|
Nov. – Mar
|
Apr. – Oct.
|
|
|
Maximum Seasonal Qty
|
2,735,891
|
1,363,510
|
|
|
|
Un-nominated Winter Seasonal Qty
|
602,299
|
|
|
|
c.
|
Notice Oct. 31, 2015 Service Expires : Oct. 31, 2016
|
Contract
Month
|
MNDQ
Central
|
MNDQ
Terre Haute
|
MUNDQ
Central
|
MUNDQ
Terre Haute
|
Total
MDQ
|
November-March
|
9,185
|
4,946
|
13,259
|
7,139
|
34,529
|
April
|
5,970
|
3,216
|
8,874
|
4,778
|
22,838
|
May-September
|
5,970
|
3,216
|
|
|
9,186
|
October
|
5,970
|
3,216
|
13,299
|
4,432
|
26,917
|
|
|
Nov. – Mar
|
Apr. – Oct.
|
|
|
Maximum Seasonal Qty
|
2,735,890
|
1,363,509
|
|
|
|
Un-nominated Winter Seasonal Qty
|
602,299
|
|
|
|
5.
|
Sellers provisions of ADS 6 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 8 with the following delivered service entitlements:
|
Contract Month
|
Max Nominated
|
November - October
|
6,500 Dth/day
|
2.
|
Unless otherwise agreed upon, Seller shall provide 6,500 Dth/day of entitlements to Buyer’s Central System, the remaining entitlements shall be provided to Buyer’s South system.
|
a.
|
For Nominated Commodity as follows:
|
b.
|
For ADS 8 Variable Costs:
|
c.
|
For ADS 8 Other Costs:
|
5.
|
Sellers provisions of ADS 8 shall be subject to the provisions of service reflected in Texas Gas FT tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 9 with the following delivered service entitlements:
|
Contract Month
|
Max Nominated
|
November - March
|
13,500 Dth/day
|
April - October
|
3,500 Dth/day
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s South system.
|
a.
|
For Nominated Commodity as follows:
|
b.
|
For ADS 9 Variable Costs:
|
c.
|
For ADS 9 Other Costs:
|
5.
|
Sellers provisions of ADS 9 shall be subject to the provisions of service reflected in Texas Gas SFT tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 10 with the following delivered service entitlements:
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s South system.
|
3.
|
Buyer shall pay Seller as follows:
|
a.
|
For Un-nominated Quantities:
|
b.
|
For Nominated Commodity as follows:
|
c.
|
For ADS 10 Variable Costs:
|
d.
|
For ADS 10 Other Costs:
|
4.
|
Notice & Expiration dates for the following portions of ADS 10 service as listed below:
|
a.
|
Notice Oct. 31, 2014 Service Expires : Oct. 31, 2015
|
b.
|
Notice Oct. 31, 2015 Service Expires : Oct. 31, 2016
|
5.
|
Sellers provisions of ADS 10 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.
|
1.
|
Starting April 1, 2012, consistent with the Buyer’s supply plans, Seller shall provide Buyer with ADS 11 with the following delivered Service entitlements:
|
2.
|
Delivery of these volumes will be into the Northeast system.
|
c.
|
For ADS 11 Other Costs:
|
4.
|
38,572 Dth/day of this ADS 11 service expires on March 31, 2013.
|
5.
|
Sellers provisions of ADS 11 shall be subject to the provisions of service reflected in Panhandle Eastern EFT tariffs, as well as other Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 12 with the following delivered service entitlements:
|
2.
|
Unless otherwise agreed upon, delivery of these volumes will be into the Northeast system.
|
3.
|
Buyer shall pay Seller as follows:
|
a)
|
For Unnominated Quantities:
|
b)
|
For ADS 12 Quantities Variable Costs:
|
c)
|
For ADS 12 Other Costs:
|
4.
|
1,346,640 Dth of this ADS 12 service expires on March 31, 2013.
|
5.
|
Sellers provisions of ADS 12 shall be subject to the provisions of Panhandle Eastern EFT, FS, IOS, GDS
tariffs as well as applicable FERC tariffs. . Subject to the tariff, the GDS service, which requires the EFT, FS and IOS services, provides for injections during the winter and withdrawals during the summer.
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 14 with the following delivered service entitlements:
|
Contract
|
Nominated
|
Months
|
Daily Qty
|
November - October
|
750 Dth/day
|
2.
|
Unless otherwise agreed upon, delivery of these volumes will be into the Westport system.
|
3.
|
Buyer shall pay Seller as follows:
|
b.
|
For ADS 14 Variable Costs:
|
c.
|
For ADS 14 Other Costs:
|
4.
|
Notice for this ADS 14 Service is April 30, 2012. Service expires April 30, 2014. A 2 year notice is required for termination of this service. Service rolls 1 year out each year.
|
5.
|
Sellers provisions of ADS 14 shall be subject to the provisions of Texas Eastern SCT Tariff as well as applicable FERC tariffs.
|
1.
|
Starting April 1, 2012, consistent with the Buyer’s supply plans, Seller shall provide Buyer with SDS 1 with the following delivered Service entitlements:
|
2.
|
These delivery service entitlements shall be available at the PEPL-ANR Defiance interconnect, subject to availability, within Buyer’s supply plan, of unutilized entitlements at the Indiana Gas Gate on Panhandle Eastern Pipeline.
|
3.
|
Buyer shall pay Seller as follows:
|
b.
|
For SDS 1 Other Costs:
|
4.
|
This SDS 1 service expires October 31, 2013.
|
5.
|
Sellers provisions of SDS 1 shall be subject to the provisions of service reflected in Panhandle Eastern EFT tariffs, as well as other Panhandle Eastern FERC tariffs as may be applicable to the provision of those services.
|
Month
|
MGT
|
TGT
Gulf Coast
|
TETCO
|
November, 2011
|
0
|
17,600
|
424
|
December, 2011
|
6,061
|
23,746
|
428
|
January, 2012
|
6,061
|
23,746
|
428
|
February, 2012
|
5,051
|
19,311
|
428
|
March, 2012
|
3,030
|
14,351
|
428
|
April, 2012
|
667
|
10,877
|
106
|
May, 2012
|
645
|
10,526
|
106
|
June, 2012
|
667
|
10,877
|
106
|
July, 2012
|
645
|
8,913
|
106
|
August, 2012
|
645
|
8,913
|
106
|
September, 2012
|
667
|
9,210
|
106
|
October, 2012
|
645
|
8,913
|
106
|
Month
|
MGT
|
TGT
Gulf Coast
|
TETCO
|
November, 2011
|
35,354
|
6,306
|
636
|
December, 2011
|
29,293
|
160
|
641
|
January, 2012
|
29,293
|
160
|
641
|
February, 2012
|
30,303
|
4,596
|
641
|
March, 2012
|
32,323
|
7,037
|
641
|
April, 2012
|
34,333
|
14,370
|
1,980
|
May, 2012
|
34,355
|
14,721
|
1,980
|
June, 2012
|
34,333
|
14,370
|
1,980
|
July, 2012
|
34,355
|
16,334
|
1,980
|
August, 2012
|
34,355
|
16,334
|
1,980
|
September, 2012
|
34,333
|
16,037
|
1,980
|
October, 2012
|
34,355
|
16,334
|
1,980
|
System
|
Winter Months (Nov.-Mar.)
|
Summer Months (Apr.-Oct.)
|
|||
|
Monthly
Index Reserved Quantity |
Daily
Index Reserved Quantity |
Monthly
Index Reserved Quantity |
Daily
Index Reserved Quantity |
|
MGT
|
$0.0174
|
$0.0100
|
$0.00
|
$0.00
|
|
TGT Gulf Coast
|
$0.0000
|
$0.0025
|
$0.00
|
$0.00
|
|
TETCO
|
$0.0025
|
$0.0050
|
$0.00
|
$0.00
|
PROLIANCE ENERGY, LLC
|
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
|
Month
|
Gross Demand Cost
|
Demand Credit
|
Net Demand Cost
|
Apr
|
$505,257.00
|
$264.00
|
$504,993.00
|
May
|
$399,555.00
|
$265.00
|
$399,290.00
|
Jun
|
$389,337.00
|
$264.00
|
$389,073.00
|
Jul
|
$399,555.00
|
$265.00
|
$399,290.00
|
Aug
|
$399,555.00
|
$264.00
|
$399,291.00
|
Sep
|
$389,337.00
|
$265.00
|
$389,072.00
|
Oct
|
$556,265.00
|
$264.00
|
$556,001.00
|
Nov
|
$531,319.00
|
$265.00
|
$531,054.00
|
Dec
|
$683,629.00
|
$264.00
|
$683,365.00
|
Jan
|
$683,629.00
|
$265.00
|
$683,364.00
|
Feb
|
$624,050.00
|
$264.00
|
$623,786.00
|
Mar
|
$546,764.00
|
$265.00
|
$546,499.00
|
Total
|
$6,108,252.00
|
$3,174.00
|
$6,105,078.00
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 1 with the following delivered service entitlements:
|
Contract Months
|
Max Nominated
Monthly
|
|
Daily Qty
Demand $
|
November
|
0 Dth/day
|
December-February
|
25,000 Dth/day
|
March- October
|
0 Dth/day
|
3.
|
Buyer shall pay Seller as follows:
|
b.
|
For WDS 1 Variable Costs:
|
c.
|
For WDS 1 Other Costs:
|
4.
|
Service expires March 31, 2013.
|
5.
|
Sellers provisions of WDS 1 shall be subject to the provisions of service reflected in Texas Gas STF tariffs, as well as other Texas Gas tariffs as may be applicable to the provision of those services
|
1.
|
Starting April 1, 2013, consistent with Buyer’s supply plans, Seller shall provide Buyer with WDS 1 with the following delivered service entitlements:
|
Contract Months
|
Max Nominated
Monthly
|
|
Daily Qty
Demand $
|
November
|
0 Dth/day
|
December-February
|
20,000 Dth/day
|
March- October
|
0 Dth/day
|
3.
|
Buyer shall pay Seller as follows:
|
b.
|
For WDS 1 Variable Costs:
|
c.
|
For WDS 1 Other Costs:
|
4.
|
Notice for this WDS 1 service is March 31, 2013. Service expires March 31, 2014.
|
5.
|
Sellers provisions of WDS 1 shall be subject to the provisions of service reflected in Texas Gas STF tariffs, as well as other Texas Gas tariffs as may be applicable to the provision of those services
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 1 with the following delivered service entitlements:
|
Contract
Month
|
MNDQ
South
|
MUNDQ
South
|
MNDQ
North
|
MUNDQ
North
|
Total
MDQ
|
November - March
|
5,628
|
15,686
|
2,560
|
1,126
|
25,000
|
April
|
6,447
|
9,130
|
3,800
|
1,776
|
21,153
|
May-
September
|
6,447
|
|
3,800
|
|
10,247
|
October
|
6,447
|
11,944
|
3,800
|
2,324
|
24,515
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s TGT City gates (as outlined above).
|
a.
|
For Unnominated Quantities:
|
b.
|
For Nominated Commodity as follows:
|
c.
|
For ADS 1 Variable Costs:
|
d.
|
For ADS 1 Other Costs:
|
5.
|
Sellers provisions of ADS 1 shall be subject to the provisions of service reflected in Texas Gas NNS tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 2 with the following delivered service entitlements:
|
Contract
Month
|
MNDQ
South
|
MNDQ
North
|
Total
MDQ
|
November-October
|
13,000
|
2,000
|
15,000
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s
SIGECO North & South Shipper Deduct
TGT City gate.
|
a.
|
For Nominated Commodity as follows:
|
b.
|
For ADS 2 Variable Costs:
|
c.
|
For ADS 7 Other Costs:
|
5.
|
Sellers provisions of ADS 2 shall be subject to the provisions of service reflected in Texas Gas FT tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services.
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 3 with the following delivered service entitlements:
|
Contract Months
|
Max Nominated
|
|
Daily Qty
|
April - October
|
35,000 Dth/day
|
November - March
|
30,000 Dth/day
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements to Buyer’s system.
|
3.
|
Buyer shall pay Seller as follows:
|
b.
|
For ADS 3 Variable Costs:
|
c.
|
For ADS 3 Other Costs:
|
4.
|
Notice for
30,000 Dth/day is October 1, 2013. Service expires March 31, 2014.
|
5.
|
Sellers provisions of ADS 3 shall be subject to the provisions of service reflected in Midwestern FT tariffs, as well as other Midwestern FERC tariffs as may be applicable to the provision of those services.
|
1.
|
Starting November 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 4 with the following delivered service entitlements:
|
Contract Months
|
Max Nominated
|
|
Daily Qty
|
November - October
|
25,000 Dth/day
|
3.
|
Buyer shall pay Seller as follows:
|
c.
|
For ADS 4 Other Costs:
|
4.
|
Service expires October 31, 2013.
|
5.
|
Sellers provisions of ADS 4 shall be subject to the provisions of service reflected in Ohio Valley Hub FT tariffs, as well as other Ohio Valley Hub tariffs as may be applicable to the provision of those services
|
1.
|
Starting November 1, 2013, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 4 with the following delivered service entitlements:
|
Contract Months
|
Max Nominated
|
|
Daily Qty
|
November - October
|
20,000 Dth/day
|
3.
|
Buyer shall pay Seller as follows:
|
c.
|
For ADS 4 Other Costs:
|
4.
|
Notice for termination is October 31, 2012. Service will roll 1 year without notice. Service expires October 31, 2014.
|
5.
|
Sellers provisions of ADS 4 shall be subject to the provisions of service reflected in Ohio Valley Hub FT tariffs, as well as other Ohio Valley Hub tariffs as may be applicable to the provision of those services
|
1.
|
Starting April 1, 2012, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 7 with the following delivered service entitlements:
|
Contract
|
Nominated
|
Months
|
Daily Qty
|
2.
|
Unless otherwise agreed upon, delivery of these volumes will be into the SIGECO system.
|
3.
|
Buyer shall pay Seller as follows:
|
a.
|
For ADS 7 Nominated Commodity as follows:
|
b.
|
For ADS 7 Nominated Quantities Variable Costs:
|
c.
|
For ADS 7 Other Costs:
|
4.
|
This ADS 7 service expires October 31, 2014. A 2 year written notice is required to terminate. Service rolls 1 year out each year.
|
5.
|
Sellers provisions of ADS 7 shall be subject to the provisions of TETCO SCT Tariffs as well as applicable FERC tariffs.
|
1.
|
Starting April 1, 2011, consistent with Buyer’s supply plans, Seller shall provide Buyer with ADS 8 with the following delivered service entitlements:
|
Contract
Month
|
Total
MDQ
|
April-March
|
9,000
|
2.
|
Unless otherwise agreed upon, Seller shall provide entitlements from TGT meter 9567 (Henderson-Dogtown) to Buyer’s
SIGECO
TGT City gate Meter # 9540 Dogtown.
|
a.
|
For Nominated Commodity as follows:
|
b.
|
For ADS 8 Variable Costs:
|
c.
|
For ADS 8 Fuel Rates:
|
d.
|
For ADS 8 Other Costs:
|
4.
|
Notice for this ADS 8 service is March 31, 2028. Service expires March 31, 2029 and corresponds with the termination of Buyer’s Texas Gas Contract #26787.
|
5.
|
Sellers provisions of ADS 8 shall be subject to the provisions of service reflected in Texas Gas FT tariffs, as well as other Texas Gas FERC tariffs as may be applicable to the provision of those services and as reflected in Buyer’s Texas Gas Contract #26787.
|
Name of Entity
|
|
State of
Incorporation/
Jurisdiction
|
|
Doing Business As
|
Vectren Utility Holdings, Inc.
|
|
Indiana
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Southern Indiana Gas and Electric Company
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Indiana
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Vectren Energy Delivery of Indiana, Inc.
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Indiana Gas Company, Inc.
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Indiana
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Vectren Energy Delivery of Indiana, Inc.
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Vectren Energy Delivery of Ohio, Inc.
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Ohio
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Vectren Capital, Corp.
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Indiana
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Vectren Enterprises, Inc.
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Indiana
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Vectren Energy Services Holding, Inc.
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Indiana
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Vectren Energy Marketing and Services, Inc.
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Indiana
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Vectren Energy Services Corporation
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Indiana
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Energy Systems Group, LLC
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Indiana
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Vectren Energy Retail, Inc.
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Indiana
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Vectren Utility Services, Inc.
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Indiana
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Vectren Fuels, Inc.
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Indiana
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Vectren Infrastructure Services Corporation
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Indiana
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Miller Pipeline, LLC
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Indiana
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Minnesota Limited, LLC
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Minnesota
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Vectren Communications, Inc.
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Indiana
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Vectren Communications Services, Inc.
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Indiana
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Vectren Financial Group, Inc.
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Indiana
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Southern Indiana Properties, Inc.
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Indiana
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Energy Realty, Inc.
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Indiana
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Vectren Ventures, Inc.
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Indiana
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Vectren Aero, LLC
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Indiana
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Name of Entity
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State of
Incorporation/
Jurisdiction
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Doing Business As
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ProLiance Holdings, LLC
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Indiana
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Reliant Services, LLC
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Indiana
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Haddington Energy Partners, LP
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Delaware
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Haddington Energy Partners II, LP
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Delaware
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1.
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I have reviewed this Annual Report on Form 10-K of Vectren Corporation;
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2.
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Based on my knowledge, this 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 report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Carl L. Chapman
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Carl L. Chapman
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Chairman, President, and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Vectren Corporation;
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2.
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Based on my knowledge, this 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 report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Jerome A. Benkert, Jr.
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Jerome A. Benkert, Jr.
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Executive Vice President and Chief Financial Officer
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