Ex. 99.2 INDIANA GAS COMPANY, INC. REPORTING PACKAGE For the year ended December 31, 2004 Contents Page Number Audited Financial Statements Report of Independent Registered Public Accounting Firm 1 Balance Sheets 2-3 Statements of Income 4 Statements of Cash Flows 5 Statements of Common Shareholder's Equity 6 Notes to Financial Statements 7 Results of Operations 20 Selected Operating Statistics 22 Basis of Presentation These annual financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto of Vectren Corporation (Vectren) and Vectren Utility Holdings, Inc. (VUHI), the parent companies of Indiana Gas, filed on Form 10-K for the year ended December 31, 2004. Vectren and VUHI make available their Securities and Exchange Commission filings and recent annual reports free of charge through its website at www.vectren.com. Frequently Used Terms AFUDC: allowance for funds used during MCF/MMCF/BCF: thousands/millions/ construction billions of cubic feet APB: Accounting Principles Board MDth/MMDth: thousands/millions of dekatherms EITF: Emerging Issues Task Force OUCC: Indiana Office of the Utility Consumer Counselor FASB: Financial Accounting Standards SFAS: Statement of Financial Board Accounting Standards FERC: Federal Energy Regulatory USEPA: United States Environmental Commission Protection Agency IDEM: Indiana Department of Throughput: combined gas sales and gas Environmental Management transportation volumes IURC: Indiana Utility Regulatory Commission INDEPENDENT AUDITORS'REPORT To the Shareholder and Board of Directors of Indiana Gas Company, Inc.: We have audited the accompanying balance sheets of Indiana Gas Company, Inc. (the "Company") as of December 31, 2004 and 2003, and the related statements of income, common shareholder's equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of Indiana Gas Company, Inc. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP - ----------------------------------------------- DELOITTE & TOUCHE LLP Indianapolis, Indiana February 23, 2005 FINANCIAL STATEMENTS INDIANA GAS COMPANY, INC. BALANCE SHEETS (In thousands) - -------------------------------------------------------------------------------- December 31, 2004 2003 - -------------------------------------------------------------------------------- ASSETS Utility Plant Original cost $ 1,251,508 $ 1,200,665 Less: accumulated depreciation & amortization 424,118 404,680 - -------------------------------------------------------------------------------- Net utility plant 827,390 795,985 - -------------------------------------------------------------------------------- Current Assets Cash & cash equivalents 1,624 2,856 Accounts receivable - less reserves of $447 & $1,940, respectively 58,554 45,079 Receivables due from other Vectren companies 234 5 Accrued unbilled revenues 86,334 63,582 Inventories 14,074 15,631 Recoverable fuel & natural gas costs 13,728 16,140 Prepayments & other current assets 66,442 70,157 - -------------------------------------------------------------------------------- Total current assets 240,990 213,450 - -------------------------------------------------------------------------------- Investment in the Ohio operations 220,779 222,020 Other investments 3,050 2,930 Non-utility property - net 152 202 Regulatory assets 19,890 21,237 Other assets 3,123 3,158 - -------------------------------------------------------------------------------- TOTAL ASSETS $ 1,315,374 $ 1,258,982 ================================================================================ The accompanying notes are an integral part of these financial statements. INDIANA GAS COMPANY, INC. BALANCE SHEETS (In thousands) December 31, 2004 2003 - -------------------------------------------------------------------------------- LIABILITIES & SHAREHOLDER'S EQUITY Capitalization Common Shareholder's Equity Common stock (no par value) $ 367,995 $ 367,995 Retained earnings 86,582 88,650 - -------------------------------------------------------------------------------- Total common shareholder's equity 454,577 456,645 - -------------------------------------------------------------------------------- Long-term debt payable to third parties - net of current maturities & debt subject to tender 167,417 196,417 Long-term debt payable to VUHI 184,448 184,448 - -------------------------------------------------------------------------------- Total capitalization 806,442 837,510 - -------------------------------------------------------------------------------- Commitments & Contingencies (Notes 3, 4, 7, 8 & 9) Current Liabilities Accounts payable 32,111 22,973 Accounts payable to affiliated companies 62,549 51,005 Payables to other Vectren companies 6,957 5,389 Accrued liabilities 48,072 36,530 Short-term borrowings payable to VUHI 109,211 63,974 Current maturities of long-term debt - 15,000 Long-term debt subject to tender 10,000 3,500 - -------------------------------------------------------------------------------- Total current liabilities 268,900 198,371 - -------------------------------------------------------------------------------- Deferred Income Taxes & Other Liabilities Deferred income taxes 75,576 63,890 Regulatory liabilities 132,825 123,646 Deferred credits & other liabilities 31,631 35,565 - -------------------------------------------------------------------------------- Total deferred credits & other liabilities 240,032 223,101 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TOTAL LIABILITIES & SHAREHOLDER'S EQUITY $ 1,315,374 $1,258,982 ================================================================================ The accompanying notes are an integral part of these financial statements. INDIANA GAS COMPANY, INC. STATEMENTS OF INCOME (In thousands) For the Years Ended December 31, - -------------------------------------------------------------------------------- 2004 2003 - -------------------------------------------------------------------------------- OPERATING REVENUES $ 686,103 $ 668,214 COST OF GAS 474,452 450,674 - -------------------------------------------------------------------------------- GAS OPERATING MARGIN 211,651 217,540 - -------------------------------------------------------------------------------- OPERATING EXPENSES Other operating 89,820 85,814 Depreciation & amortization 45,049 43,250 Income taxes 10,915 16,054 Taxes other than income taxes 18,453 16,899 - -------------------------------------------------------------------------------- Total operating expenses 164,237 162,017 - -------------------------------------------------------------------------------- OPERATING INCOME (LOSS) 47,414 55,523 OTHER INCOME (EXPENSE) Equity in earnings (losses) of the Ohio operations - net of tax 7,207 5,817 Other income (expense) - net (832) (728) - -------------------------------------------------------------------------------- Total other income (expense) 6,375 5,089 - -------------------------------------------------------------------------------- Interest expense 29,353 29,081 - -------------------------------------------------------------------------------- NET INCOME (LOSS) $ 24,436 $ 31,531 ================================================================================ The accompanying notes are an integral part of these financial statements. INDIANA GAS COMPANY, INC. STATEMENTS OF CASH FLOWS (In thousands) For the Years Ended December 31, - -------------------------------------------------------------------------------- 2004 2003 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 24,436 $ 31,531 Adjustments to reconcile net income to cash from operating activities: Depreciation & amortization 45,049 43,250 Deferred income taxes & investment tax credits 11,252 15,483 Pension & postretirement periodic benefit cost 1,588 1,549 Equity in earnings of the Ohio operations - net of tax (7,207) (5,817) Other non-cash charges - net 6,696 6,531 Changes in working capital accounts: Accounts receivable, including due from Vectren companies & accrued unbilled revenue (42,059) (2,347) Inventories 1,104 (2,345) Recoverable fuel & natural gas costs 2,412 (5,899) Prepayments & other current assets 3,827 (33,179) Accounts payable, including to Vectren companies & affiliated companies 22,250 (40,434) Accrued liabilities 10,868 5,605 Changes in noncurrent assets (362) 1,049 Changes in noncurrent liabilities (5,822) (4,830) - -------------------------------------------------------------------------------- Net cash flows from operating activities 74,032 10,147 - -------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from: Additional capital contribution - 125,000 Long-term term debt payable to VUHI - 37,140 Requirements for: Retirement of long-term debt, including premiums paid (37,500) (53,432) Dividend to parent (26,504) (21,942) Net change in short-term borrowings, including from VUHI 45,237 (44,208) - -------------------------------------------------------------------------------- Net cash flows from financing activities (18,767) 42,558 - -------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from: Distributions from Ohio operations 8,448 4,214 Requirements for : Capital expenditures (64,945) (57,792) - -------------------------------------------------------------------------------- Net cash flows from investing activities (56,497) (53,578) - -------------------------------------------------------------------------------- Cash, cash equivalents, & invested cash with other Vectren companies: Net increase (decrease) (1,232) (873) At beginning of period 2,856 3,729 - -------------------------------------------------------------------------------- At end of period $ 1,624 $ 2,856 ================================================================================ Cash paid during the year for: Interest $ 28,087 $ 29,591 Income taxes 17,342 23,120 The accompanying notes are an integral part of these financial statements. INDIANA GAS COMPANY, INC. STATEMENTS OF COMMON SHAREHOLDER'S EQUITY (In thousands) Common Retained Stock Earnings Total - -------------------------------------------------------------------------------- Balance at January 1, 2003 $ 242,995 $ 79,061 $ 322,056 Net income & comprehensive income 31,531 31,531 Common stock: Additional capital contribution 125,000 125,000 Dividends to parent (21,942) (21,942) - -------------------------------------------------------------------------------- Balance at December 31, 2003 $ 367,995 $ 88,650 $ 456,645 Net income & comprehensive income 24,436 24,436 Common stock: Dividends to parent (26,504) (26,504) - -------------------------------------------------------------------------------- Balance at December 31, 2004 $ 367,995 $ 86,582 $ 454,577 ================================================================================ The accompanying notes are an integral part of these financial statements. INDIANA GAS COMPANY, INC. NOTES TO THE FINANCIAL STATEMENTS 1. Organization and Nature of Operations Indiana Gas Company, Inc. (the Company or Indiana Gas), an Indiana corporation, provides energy delivery services to approximately 555,000 natural gas customers located in central and southern Indiana. Indiana Gas is a direct, wholly owned subsidiary of Vectren Utility Holdings, Inc. (VUHI). VUHI is a direct, wholly owned subsidiary of Vectren Corporation (Vectren). Indiana Gas generally does business as Vectren Energy Delivery of Indiana, Inc. Vectren is an energy and applied technology holding company headquartered in Evansville, Indiana. Investment in the Ohio Operations The Company holds a 47% interest in the Ohio operations and the remaining 53% is held by Vectren Energy Delivery of Ohio, Inc. (VEDO). VEDO is also a wholly owned subsidiary of Vectren. The Ohio operations provide energy delivery services to approximately 315,000 natural gas customers located near Dayton in west central Ohio. VEDO is the operator of the assets. Indiana Gas' ownership is accounted for using the equity method in accordance with APB Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stock" and is included in investment in the Ohio operations, and its interest in the results of operations is included in equity in earnings of the Ohio operations. Additional information on the Company's investment in the Ohio operations is included in Note 3. 2. Summary of Significant Accounting Policies A. Cash & Cash Equivalents All highly liquid investments with an original maturity of three months or less at the date of purchase are considered cash equivalents. B. Inventories Inventories consist of the following: At December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Gas in storage - at LIFO cost $ 11,138 $ 13,335 Materials & supplies 1,914 - Other 1,022 2,296 - -------------------------------------------------------------------------------- Total inventories $ 14,074 $ 15,631 ================================================================================ Based on the average cost of gas purchased during December, the cost of replacing gas in storage carried at LIFO cost exceeded LIFO cost at December 31, 2004, and 2003, by approximately $26 million and $22 million, respectively. All other inventories are carried at average cost. C. Utility Plant & Depreciation Utility plant is stated at historical cost, including AFUDC. Depreciation of utility property is provided using the straight-line method over the estimated service lives of the depreciable assets. The original cost of utility plant, together with depreciation rates expressed as a percentage of original cost, follows: At & For the Year Ended December 31, - ------------------------------------------------------------------------------------------- (In thousands) 2004 2003 - ------------------------------------------------------------------------------------------- Depreciation Depreciation Percent of Percent of Original Original Original Original Cost Cost Cost Cost - ------------------------------------------------------------------------------------------- Utility plant $ 1,214,245 3.7% $ 1,164,699 3.9% Construction work in progress 37,263 - 35,966 - - ------------------------------------------------------------------------------------------- Total original cost $ 1,251,508 $ 1,200,665 =========================================================================================== AFUDC represents the cost of borrowed and equity funds used for construction purposes and is charged to construction work in progress during the construction period and is included in Other - net in the Statements of Income. The total AFUDC capitalized into utility plant and the portion of which was computed on borrowed and equity funds for all periods reported follows: Year Ended December 31, - ------------------------------------------------------------------------- (In thousands) 2004 2003 - ------------------------------------------------------------------------- AFUDC - borrowed funds $ 230 $ 106 AFUDC - equity funds 125 19 - ------------------------------------------------------------------------- Total AFUDC capitalized $ 355 $ 125 ========================================================================= Maintenance and repairs, including the cost of removal of minor items of property and planned major maintenance projects, are charged to expense as incurred unless deferral is authorized by a rate order. When property that represents a retirement unit is replaced or removed, the cost of such property is charged to Utility plant, with an offsetting charge to Accumulated depreciation, and Regulatory liabilities for the cost of removal. D. Impairment Review of Long-Lived Assets Long-lived assets are reviewed as facts and circumstances indicate that the carrying amount may be impaired. This review is performed in accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 establishes one accounting model for all impaired long-lived assets and long-lived assets to be disposed of by sale or otherwise. SFAS 144 requires the evaluation for impairment involve the comparison of an asset's carrying value to the estimated future cash flows the asset is expected to generate over its remaining life. If this evaluation were to conclude that the carrying value of the asset is impaired, an impairment charge would be recorded based on the difference between the asset's carrying amount and its fair value (less costs to sell for assets to be disposed of by sale) as a charge to operations or discontinued operations. E. Regulation SFAS 71 Retail public utility operations affecting Indiana customers are subject to regulation by the IURC. The Company's accounting policies give recognition to the rate-making and accounting practices of these agencies and to accounting principles generally accepted in the United States, including the provisions of SFAS No. 71 "Accounting for the Effects of Certain Types of Regulation" (SFAS 71). Regulatory assets represent probable future revenues associated with certain incurred costs, which will be recovered from customers through the rate-making process. Regulatory liabilities represent probable expenditures by the Company for removal costs or future reductions in revenues associated with amounts that are to be credited to customers through the rate-making process. The Company assesses the recoverability of costs recognized as regulatory assets and the ability to continue to account for its activities based on the criteria set forth in SFAS 71. Based on current regulation, the Company believes such accounting is appropriate. If all or part of the Company's operations cease to meet the criteria of SFAS 71, a write-off of related regulatory assets and liabilities could be required. In addition, the Company would be required to determine any impairment to the carrying value of its utility plant and other regulated assets. Regulatory assets consist of the following: At December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Future amounts recoverable from ratepayers: Income taxes $ 8,176 $ 8,915 Rate case expenses 548 - Other - 113 - -------------------------------------------------------------------------------- 8,724 9,028 Amounts deferred for future recovery: Other 290 - Amounts currently recovered through base rates: Unamortized debt issue costs & premiums paid to reacquire debt 10,876 12,209 - -------------------------------------------------------------------------------- Total regulatory assets $ 19,890 $ 21,237 ================================================================================ The $10.9 million currently being recovered through base rates is earning a return with a weighted average recovery period of 10.5 years. The Company has rate orders for deferred costs not yet in rates and therefore believes that future recovery is probable. Cost of Removal and SFAS 143 The Company collects an estimated cost of removal of its utility plant through depreciation rates established by regulatory proceedings. The Company records amounts expensed in advance of payments as a regulatory liability because the liability does not meet the threshold of a legal asset retirement obligation (ARO) as defined by SFAS No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143). At December 31, 2004, and 2003, such removal costs approximated $133 million and $124 million, respectively. SFAS 143 requires entities to record the fair value of a liability for a legal ARO in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss. To the extent regulation is involved, such gain or loss may be deferred. The Company adopted this statement on January 1, 2003. The adoption was not material to the Company's results of operations. Refundable or Recoverable Gas Costs All metered gas rates contain a gas cost adjustment clause that allows the Company to charge for changes in the cost of purchased gas. The Company records any under-or-over-recovery resulting from gas adjustment clauses each month in revenues. A corresponding asset or liability is recorded until the under-or- over-recovery is billed or refunded to utility customers. The cost of gas sold is charged to operating expense as delivered to customers. F. Revenues Revenues are recorded as products and services are delivered to customers. To more closely match revenues and expenses, the Company records revenues for all gas delivered to customers but not billed at the end of the accounting period. G. Utility Receipts Taxes A portion of utility receipts taxes are included in rates charged to customers. Accordingly, the Company records these taxes received as a component of Operating revenues. Utility receipts taxes paid are recorded as a component of Taxes other than income taxes. H. Earnings Per Share Earnings per share are not presented as Indiana Gas' common stock is wholly owned by Vectren Utility Holdings, Inc. I. Other Significant Policies Included elsewhere in these notes are significant accounting policies related to the investment in the Ohio operations (Note 3), intercompany allocations and income taxes (Note 4) and derivatives (Note 10). J. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 3. Investment in the Ohio Operations The Company's investment in the Ohio operations is accounted for using the equity method of accounting, and the investment is periodically examined for other than temporary declines in value. The Company's share of the Ohio operations after tax earnings is recorded in equity in earnings of the Ohio operations. Because the Ohio operations is responsible for its income taxes and is also within Vectren's consolidated tax group, no additional tax provision for these earnings is included in these financial statements. Dividends are recorded as a reduction of the carrying value of the investment when received. Goodwill which is a component of the Company's net investment is accounted for in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 142 uses an impairment-only approach to account for the effect of goodwill on the operating results. Following is summarized financial data of the Ohio operations: Year Ended December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Operating revenues $ 329,729 $ 341,362 Gas operating margin 104,020 102,998 Operating income 15,600 11,759 Net income 15,334 12,376 At December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Net utility plant $ 285,244 $ 267,968 Current assets 142,341 130,708 Goodwill - net 199,457 199,457 Other non-current assets 9,826 9,970 - -------------------------------------------------------------------------------- Total assets $ 636,868 $ 608,103 ================================================================================ Owners' net investment $ 431,619 $ 434,401 Current liabilities 110,263 93,049 Noncurrent liabilities 94,986 80,653 - -------------------------------------------------------------------------------- Total liabilities & owners' net investment $ 636,868 $ 608,103 ================================================================================ Gas Cost Recovery (GCR) Audit Proceedings There is an Ohio requirement that Ohio gas utilities undergo a biannual audit of their gas acquisition practices in connection with the gas cost recovery (GCR) mechanism. In the case of VEDO, a two-year audit period ended in November 2002. That audit period provided the PUCO staff its initial review of the portfolio administration arrangement between VEDO and ProLiance. The external auditor retained by the PUCO staff submitted an audit report in the fall of 2003 wherein it recommended a disallowance of approximately $7 million of previously recovered gas costs. The Company believes a large portion of the third party auditor recommendations is without merit. A hearing has been held, and the PUCO staff has recommended a $6.1 million disallowance. The Ohio Consumer Counselor has recommended an $11.5 million disallowance. For this PUCO audit period, any disallowance relating to the Company's ProLiance arrangement will be shared by the Company's joint venture partner. Based on a review of the matters, the Company has recorded $1.1 million for its estimated share of a potential disallowance. A PUCO decision on this matter is yet to be issued. The Company is also unable to determine the effects that a PUCO decision for the audit period ended in November 2002 may have on results in audit periods beginning after November 2002. VEDO Pending Base Rate Increase Settlement On February 4, 2005, the Company filed with the PUCO a settlement agreement that had been entered into with several parties, including the PUCO staff, in its base rate case. The Ohio Office of the Consumer Counselor (OCC) is opposing the settlement. Earlier in 2004 VEDO had filed with the PUCO a request to adjust its base rates and charges for its gas distribution business serving more than 315,000 customers located in west central Ohio. The settlement provides for a $15.7 million increase in VEDO's base distribution rates to cover the ongoing costs of operating, maintaining, and expanding the approximately 5,200-mile distribution system. The settlement increase includes $1.1 million of funding for weatherization and conservation programs for low income customers. Evidentiary hearings were completed in the case on February 9, 2005. Review and approval by the PUCO is necessary before the settlement is effective. The proposed new rate design includes a larger service charge, which will address, to some extent, earnings volatility related to weather. The settlement also permits VEDO the annual recovery of on-going costs associated with the Pipeline Safety Improvement Act of 2002. Based upon the PUCO's actions in other proceedings, the Company would expect an order near the end of the first quarter of 2005. Ohio Uncollectible Accounts Expense Tracker On December 17, 2003, the PUCO approved a request by VEDO and several other regulated Ohio gas utilities to establish a mechanism to recover uncollectible account expense outside of base rates. The tariff mechanism establishes an automatic adjustment procedure to track and recover these costs instead of providing the recovery of the historic amount in base rates. Through this order, VEDO received authority to defer its 2003 uncollectible accounts expense to the extent it differs from the level included in base rates. The Company estimated the difference to approximate $4 million in excess of that included in base rates, and reversed and deferred that amount for future recovery. In 2004, the Company recorded revenues of $3.3 million which is equal to the level of uncollectible accounts expense recognized for Ohio residential customers. 4. Transactions with Other Vectren Companies Support Services and Purchases Vectren and certain subsidiaries of Vectren provided corporate and general and administrative services to the Company including legal, technology, finance, tax, risk management, human resources, which includes charges for restricted stock compensation and for pension and other postretirement benefits not directly charged to subsidiaries. These costs have been allocated using various allocators, primarily number of employees, number of customers and/or revenues. Allocations are based on cost. Indiana Gas received corporate allocations totaling $56.7 million and $58.0 million for the years ended December 31, 2004, and 2003, respectively. Retirement Plans and Other Postretirement Benefits Vectren has multiple defined benefit pension plans and postretirement plans that require accounting as described in SFAS No. 87 "Employers' Accounting for Pensions" and SFAS No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions," respectively. An allocation of expense is determined by Vectren's actuaries, comprised of only service cost and interest on that service cost, by subsidiary based on headcount at each measurement date. These costs are directly charged to individual subsidiaries. Other components of costs (such as interest cost and asset returns) are charged to individual subsidiaries through the corporate allocation process discussed above. Neither plan assets nor the FAS 87/106 liability is allocated to individual subsidiaries since these assets and obligations are derived from corporate level decisions. Further, Vectren satisfies the future funding requirements of plans and the payment of benefits from general corporate assets. This allocation methodology is consistent with "multiemployer" benefit accounting as described in SFAS 87 and 106. For the years ended December 31, 2004, and 2003, periodic pension costs totaling $1.3 million and $1.2 million, respectively, were directly charged by Vectren to the Company. For the years ended December 31, 2004, and 2003, other periodic postretirement benefit costs totaling $0.3 million and $0.3 million, respectively, were directly charged by Vectren to the Company. As of December 31, 2004, and 2003, $18.3 million and $22.2 million, respectively, is included in Deferred credits & other liabilities and represents expense directly charged to the Company that is yet to be funded to Vectren, and $2.4 million and $2.2 million, respectively, is included in Other assets for amounts funded in advance to Vectren. Cash Management and Borrowing Arrangements The Company participates in a centralized cash management program with Vectren, other wholly owned subsidiaries, and banks which permits funding of checks as they are presented. See Note 6 regarding long-term and short-term intercompany borrowing arrangements. Share-Based Incentive Plans In December 2004, the FASB issued Statement 123 (revised 2004), "Share-Based Payments" (SFAS 123R) that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123(R) replaces FASB Statement No. 123, "Accounting for Stock-Based Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." The effective date of SFAS 123R for the Company is July 1, 2005. SFAS 123R provides for multiple transition methods, and the Company is still evaluating potential methods for adoption. Indiana Gas does not have share-based compensation plans separate from Vectren. An insignificant number of the Company's employees participate in Vectren's share- based compensation plans. The adoption of this standard is not expected to have any material effect on the Company's operating results or financial condition. Guarantees of Parent Company Debt Vectren's three operating utility companies, Indiana Gas, Southern Indiana Gas and Electric Company, Inc. (SIGECO) and VEDO are guarantors of VUHI's $350 million in short-term credit facilities, of which approximately $308.0 million is outstanding at December 31, 2004, and VUHI's $550 million unsecured senior notes outstanding at December 31, 2004. The guarantees are full and unconditional and joint and several, and VUHI has no subsidiaries other than the subsidiary guarantors. Income Taxes Vectren and subsidiary companies file a consolidated federal income tax return. For financial reporting purposes, Indiana Gas' current and deferred tax expense is computed on a separate company basis. A reconciliation of the federal statutory rate to the effective income tax rate follows: Year Ended December 31, - -------------------------------------------------------------------------------- 2004 2003 - -------------------------------------------------------------------------------- Statutory rate 35.0 % 35.0 % State & local taxes, net of federal benefit 7.4 6.4 Amortization of investment tax credit (3.2) (2.2) All other - net (0.4) (0.8) - -------------------------------------------------------------------------------- Effective tax rate 38.8 % 38.4 % ================================================================================ The components of income tax expense and utilization of investment tax credits follow: Year Ended December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Current: Federal $ (1,800) $ (3,127) State 1,463 3,698 - -------------------------------------------------------------------------------- Total current taxes (337) 571 - -------------------------------------------------------------------------------- Deferred: Federal 10,422 15,981 State 1,744 423 - -------------------------------------------------------------------------------- Total deferred taxes 12,166 16,404 - -------------------------------------------------------------------------------- Amortization of investment tax credits (914) (921) - -------------------------------------------------------------------------------- Total income taxes $ 10,915 $ 16,054 ================================================================================ The liability method of accounting is used for income taxes under which deferred income taxes are recognized to reflect the tax effect of temporary differences between the book and tax bases of assets and liabilities at currently enacted income tax rates. Significant components of the net deferred tax liability follow: At December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Non-current deferred tax liabilities (assets): Depreciation & cost recovery timing differences $ 78,826 $ 66,655 Regulatory assets recoverable through future rates 10,080 11,311 Regulatory liabilities to be settled through future rates (1,904) (2,396) Employee benefit obligations (9,982) (11,695) Other - net (1,444) 15 - -------------------------------------------------------------------------------- Net non-current deferred tax liability 75,576 63,890 - -------------------------------------------------------------------------------- Current deferred tax liability: Deferred fuel costs - net 2,729 3,118 - -------------------------------------------------------------------------------- Net deferred tax liability $ 78,305 $ 67,008 ================================================================================ At December 31, 2004, and 2003, investment tax credits totaling $3.5 million and $4.4 million, respectively, are included in Deferred credits and other liabilities. These investment tax credits are amortized over the lives of the related investments. The Company has no tax credit carryforwards at December 31, 2004. 5. Transactions with Vectren Affiliates ProLiance Energy, LLC ProLiance Energy, LLC (ProLiance), a nonregulated energy marketing affiliate of Vectren and Citizens Gas and Coke Utility (Citizens Gas), provides natural gas and related services to Indiana Gas, SIGECO, the Ohio operations, Citizens Gas and others. ProLiance's primary business is optimizing the gas portfolios of utilities and providing services to large end use customers. Transactions with ProLiance Purchases from ProLiance for resale and for injections into storage for the years ended December 31, 2004, and 2003, totaled $479.5 million and $451.8 million, respectively. Amounts owed to ProLiance at December 31, 2004, and 2003, for those purchases were $61.8 million and $50.7 million, respectively, and are included in Accounts payable to affiliated companies in the Balance Sheets. Amounts charged by ProLiance for gas supply services are established by supply agreements with each utility. Other Affiliate Transactions Vectren has ownership interests in other affiliated companies accounted for using the equity method of accounting that perform underground construction and repair, facilities locating, and meter reading services to the Company. For the years ended December 31, 2004, and 2003, fees for these services and construction-related expenditures paid by the Company to Vectren affiliates totaled $20.9 million and $25.4 million, respectively. Amounts charged by these affiliates are market based. Amounts owed to unconsolidated affiliates other than ProLiance totaled $0.8 million and $0.3 million at December 31, 2004, and 2003, respectively, and are included in Accounts payable to affiliated companies in the Balance Sheets. 6. Borrowing Arrangements & Other Financing Transactions Long-Term Debt Senior unsecured obligations outstanding and classified as long-term follow: At December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Fixed Rate Senior Unsecured Notes Payable to VUHI: 2011, 6.625% $ 98,953 $ 98,953 2018, 5.75% 37,140 37,140 2031, 7.25% 48,355 48,355 - -------------------------------------------------------------------------------- Total long-term debt payable to VUHI $ 184,448 $ 184,448 ================================================================================ Fixed Rate Senior Unsecured Notes Payable to Third Parties: 2004, Series F, 6.36% $ - $ 15,000 2007, Series E, 6.54% 6,500 6,500 2013, Series E, 6.69% 5,000 5,000 2015, Series E, 7.15% 5,000 5,000 2015, Insured Quarterly, 7.15% - 20,000 2015, Series E, 6.69% 5,000 5,000 2015, Series E, 6.69% 10,000 10,000 2025, Series E, 6.53% 10,000 10,000 2027, Series E, 6.42% 5,000 5,000 2027, Series E, 6.68% 1,000 3,500 2027, Series F, 6.34% 20,000 20,000 2028, Series F, 6.36% 10,000 10,000 2028, Series F, 6.55% 20,000 20,000 2029, Series G, 7.08% 30,000 30,000 2030, Insured Quarterly, 7.45% 49,917 49,917 - -------------------------------------------------------------------------------- Total long-term debt outstanding payable to third parties 177,417 214,917 Current maturities - (15,000) Debt subject to tender (10,000) (3,500) - -------------------------------------------------------------------------------- Long-term debt payable to third parties - net of current maturities & debt subject to tender $ 167,417 $ 196,417 ================================================================================ Issuances Payable to VUHI in 2003 In 2003, the Company issued $37.1 million of long-term debt payable to VUHI. The note has terms identical to the terms of notes issued by VUHI in July 2003 through a public offering. Those notes have an interest rate of 5.75% priced at 99.177% to yield 5.80% to maturity and are due August 2018. They have no sinking fund requirements, and interest payments are due semi-annually. The notes may be called by VUHI, in whole or in part, at any time for an amount equal to accrued and unpaid interest, plus the greater of 100% of the principal amount or the sum of the present values of the remaining payments of principal and interest, discounted to the redemption date on a semi-annual basis at the Treasury Rate, as defined in VUHI's indenture, plus 25 basis points. At present, VUHI has no intent to call the notes; therefore the notes are classified as long term on the accompanying Balance Sheets. Debt Call During 2004, the Company called $20.0 million of insured quarterly senior unsecured notes. The notes, originally due in 2015, were called at par. During 2003, the Company called two senior unsecured notes. The first note had a remaining principal amount of $21.3 million, an interest rate of 9.375%, was originally due in 2021, and was redeemed at 105.525% of the stated principal amount. The second note had a principal amount of $13.5 million, an interest rate of 6.75%, was originally due in 2028, and was redeemed at the principal amount. Pursuant to regulatory authority, the premiums paid to retire the net carrying value of these notes totaling $1.1 million were deferred as a regulatory asset. The proceeds to fund the early redemption were received from VUHI in the form of new long-term debt discussed above and $125 million in additional equity. To generate the initial proceeds to fund these transactions, in July 2003, VUHI completed a public offering of long-term debt netting proceeds of approximately $203 million, and Vectren completed a public offering of common stock in August 2003 netting proceeds of approximately $163 million. Other Debt Payments Other Company debt totaling $17.5 million in 2003 was retired pursuant to normal terms. Long-Term Debt Sinking Fund Requirements & Maturities Maturities and sinking fund requirements on long-term debt during the five years following 2004 (in millions) are zero in 2005, zero in 2006, $6.5 in 2007, zero in 2008 and zero in 2009. Long-Term Debt Put & Call Provisions Certain long-term debt issues contain put and call provisions that can be exercised on various dates before maturity. The put or call provisions are not triggered by specific events, but are based upon dates stated in the note agreements. Debt which may be put to the Company during the years following 2004 (in millions) is $10.0 in 2005, zero in 2006, $20.0 in 2007, zero in 2008, and $40.0 thereafter. Debt that may be put to the Company within one year is classified as Long-term debt subject to tender in current liabilities. Short-Term Borrowings As of December 31, 2004, the Company has no short-term borrowing arrangements with third parties and relies entirely on the short-term borrowing arrangements of VUHI for short-term working capital needs. Borrowings outstanding at December 31, 2004, and 2003, were $109.2 million and $64.0 million, respectively. The intercompany credit line totals $325 million, but is limited to VUHI's available capacity ($42 million of additional capacity at December 31, 2004) and is subject to the same terms and conditions as VUHI's commercial paper program. Short-term borrowings bear interest at VUHI's weighted average daily cost of short-term funds. See the table below for interest rates and outstanding balances. Year ended December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Weighted average total outstanding during the year due from VUHI (in thousands) $ 31,151 $ 97,178 Weighted average interest rates during the year: VUHI 1.86% 1.35% Covenants Borrowing arrangements contain customary default provisions; restrictions on liens, sale leaseback transactions, mergers or consolidations, and sales of assets; and restrictions on leverage and interest coverage, among other restrictions. As of December 31, 2004, the Company was in compliance with all financial covenants. 7. Commitments & Contingencies Commitments Firm purchase commitments for commodities total $9.6 million in 2005. Legal Proceedings The Company is party to various legal proceedings arising in the normal course of business. In the opinion of management, there are no legal proceedings pending against the Company that are likely to have a material adverse effect on its financial position or results of operations. See Note 8 regarding environmental matters. 8. Environmental Matters In the past, Indiana Gas and others operated facilities for the manufacture of gas. Given the availability of natural gas transported by pipelines, these facilities have not been operated for many years. Under currently applicable environmental laws and regulations, Indiana Gas and others may now be required to take remedial action if certain byproducts are found above the regulatory thresholds at these sites. Indiana Gas has identified the existence, location, and certain general characteristics of 26 gas manufacturing and storage sites for which it may have some remedial responsibility. Indiana Gas has completed a remedial investigation/feasibility study (RI/FS) at one of the sites under an agreed order between Indiana Gas and the IDEM, and a Record of Decision was issued by the IDEM in January 2000. Although Indiana Gas has not begun an RI/FS at additional sites, Indiana Gas has submitted several of the sites to the IDEM's Voluntary Remediation Program (VRP) and is currently conducting some level of remedial activities, including groundwater monitoring at certain sites, where deemed appropriate, and will continue remedial activities at the sites as appropriate and necessary. In conjunction with data compiled by environmental consultants, Indiana Gas has accrued the estimated costs for further investigation, remediation, groundwater monitoring, and related costs for the sites. While the total costs that may be incurred in connection with addressing these sites cannot be determined at this time, Indiana Gas has recorded costs that it reasonably expects to incur totaling approximately $20.4 million. The estimated accrued costs are limited to Indiana Gas' proportionate share of the remediation efforts. Indiana Gas has arrangements in place for 19 of the 26 sites with other potentially responsible parties (PRP), which serve to limit Indiana Gas' share of response costs at these 19 sites to between 20% and 50%. With respect to insurance coverage, Indiana Gas has received and recorded settlements from all known insurance carriers in an aggregate amount approximating $20.4 million. Environmental matters related to manufactured gas plants have had no material impact on earnings since costs recorded to date approximate PRP and insurance settlement recoveries. While Indiana Gas has recorded all costs which it presently expects to incur in connection with activities at these sites, it is possible that future events may require some level of additional remedial activities which are not presently foreseen. 9. Rate & Regulatory Matters Gas Base Rate Settlement On November 30, 2004, the IURC approved a $24 million base rate increase for Indiana Gas' gas distribution business. The new rate design includes a larger service charge, which is intended to address to some extent earnings volatility related to weather. The base rate change in Indiana Gas' service territory was implemented on December 1, 2004, resulting in additional 2004 revenues of $2.2 million. The order also permits Indiana Gas to recover the on-going costs to comply with the Pipeline Safety Improvement Act of 2002. The Pipeline Safety Improvement Tracker provides for the recovery of incremental non-capital dollars, capped at $750,000 the first year and $2.5 million per year thereafter. Any costs incurred in excess of these annual caps are to be deferred for future recovery. 10. Derivatives & Other Financial Instruments Accounting Policy for Derivatives The Company executes derivative contracts in the normal course of operations while buying and selling commodities to be used in operations and managing risk. When an energy contract that is a derivative is designated and documented as a normal purchase or normal sale, it is exempted from mark-to-market accounting. Otherwise, energy contracts and financial contracts that are derivatives are recorded at market value as current or non-current assets or liabilities depending on their value and on when the contracts are expected to be settled. The offset resulting from carrying the derivative at fair value on the balance sheet is charged to earnings unless it qualifies as a hedge or is subject to SFAS 71. When hedge accounting is appropriate, the Company assesses and documents hedging relationships between the derivative contract and underlying risks as well as its risk management objectives and anticipated effectiveness. When the hedging relationship is highly effective, derivatives are designated as hedges. The market value of the effective portion of the hedge is marked to market in accumulated other comprehensive income for cash flow hedges or as an adjustment to the underlying's basis for fair value hedges. The ineffective portion of hedging arrangements is marked-to-market through earnings. The offset to contracts affected by SFAS 71 are marked-to-market as a regulatory asset or liability. Market value for all derivative contracts is determined using quoted market prices from independent sources. Following is a more detailed discussion of the Company's use of mark-to-market accounting related to natural gas procurement. The Company's operations have limited exposure to commodity price risk for purchases and sales of natural gas for retail customers due to current Indiana regulations which, subject to compliance with those regulations, allow for recovery of such purchases through natural gas cost adjustment mechanisms. Although the Company's operations are exposed to limited commodity price risk, volatile natural gas prices can result in higher working capital requirements, increased expenses including unrecoverable interest costs, uncollectible accounts expense, and unaccounted for gas, and some level of price- sensitive reduction in volumes sold. The Company mitigates these risks by executing derivative contracts that manage the price of forecasted natural gas purchases. These contracts are subject to regulation which allows for reasonable and prudent hedging costs to be recovered through rates. When regulation is involved, SFAS 71 controls when the offset to mark-to-market accounting is recognized in earnings. The market value of natural gas procurement derivative contracts at December 31, 2004 was not significant. Fair Value of Other Financial Instruments The carrying values and estimated fair values of the Company's other financial instruments follow: At December 31, - --------------------------------------------------------------------------------------------------- 2004 2003 --------------------------- ------------------------------ (In thousands) Carrying Est. Fair Carrying Est. Fair Amount Value Amount Value - ------------------------------------ ---------------------------- ------------------------------ Long-term debt due to third parties $ 177,417 $ 184,300 $ 214,917 $227,290 Long-term debt due to VUHI 184,448 202,406 184,448 200,823 Short-term debt due to VUHI 109,211 109,211 63,974 63,974 - ---------------------------------------------------------------------------------------------------- Certain methods and assumptions must be used to estimate the fair value of financial instruments. The fair value of the Company's other financial instruments was estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments with similar characteristics. Because of the maturity dates and variable interest rates of short-term borrowings, its carrying amount approximates its fair value. Under current regulatory treatment, call premiums on reacquisition of long-term debt are generally recovered in customer rates over the life of the refunding issue or over a 15-year period. Accordingly, any reacquisition would not be expected to have a material effect on the Company's financial position or results of operations. 11. Additional Operational & Balance Sheet Information Other - net in the Statements of Income consists of the following: Year Ended December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- AFUDC $ 355 $ 125 Other income 381 696 Interest income 197 - Other expense (1,765) (1,549) - -------------------------------------------------------------------------------- Total other - net $ (832) $ (728) ================================================================================ Prepayments and other current assets in the Balance Sheets consist of the following: At December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Prepaid gas delivery service $ 58,490 $ 45,820 Prepaid taxes 7,069 22,974 Other prepayments & current assets 883 1,363 - -------------------------------------------------------------------------------- Total prepayments & other current assets $ 66,442 $ 70,157 ================================================================================ Accrued liabilities in the Balance Sheets consist of the following: At December 31, - -------------------------------------------------------------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Accrued taxes $11,125 $10,443 Refunds to customers & customer deposits 13,618 10,362 Accrued interest 2,937 4,293 Deferred income taxes 2,729 3,118 Other 17,663 8,314 - -------------------------------------------------------------------------------- Total accrued liabilities $ 48,072 $ 36,530 ================================================================================ 12. Impact of Recently Issued Accounting Guidance FIN 46/46-R (Revised in December 2003) In January 2003, the FASB issued Interpretation 46, "Consolidation of Variable Interest Entities" (FIN 46). FIN 46 addresses consolidation by business enterprises of variable interest entities (VIE) and significantly changes the consolidation requirements for those entities. FIN 46 is intended to achieve more consistent application of consolidation policies related to VIE's and thus improves comparability between enterprises engaged in similar activities when those activities are conducted through VIE's. In December 2003, the FASB completed its deliberations of proposed modifications to FIN 46 and decided to codify both the proposed modifications and other decisions previously issued through certain FASB Staff Positions into one document that was issued as a revision to the original Interpretation (FIN 46R). FIN 46R currently applies to VIE's created after January 31, 2003, and to VIE's in which an enterprise obtains an interest after that date. For entities created prior to January 31, 2003, FIN 46R is to be adopted no later than the end of the first interim or annual reporting period ending after March 15, 2004. The Company has neither created nor obtained an interest in a VIE since January 31, 2003. Adoption of FIN 46R did not have a material impact on the Company's results of operations or financial position. 13. Quarterly Financial Data (Unaudited) Information in any one quarterly period is not indicative of annual results due to the seasonal variations common to the Company's utility operations. Summarized quarterly financial data for 2004 and 2003 follows: - -------------------------------------------------------------------------------- (In thousands) Q1 Q2 Q3 Q4 - -------------------------------------------------------------------------------- 2004 Results of Operations: Operating revenues 298,666 $98,607 $ 71,059 $ 217,771 Gas operating margin 83,892 36,182 27,786 63,791 Operating income (loss) 29,426 2,665 (3,025) 18,348 Net income (loss) 27,043 (5,113) (11,074) 13,580 2003 Results of Operations: Operating revenues $ 295,380 $ 104,846 $ 73,606 $ 194,382 Gas operating margin 86,396 40,312 27,698 63,134 Operating income (loss) 32,631 6,175 (2,125) 18,842 Net income (loss) 30,172 (3,134) (11,136) 15,629 The following discussion and analysis should be read in conjunction with the financial statements and notes thereto and the annual reports filed on Forms 10-K of both Vectren and VUHI. Executive Summary of Results of Operations Indiana Gas generates revenue primarily from the delivery of natural gas service to its customers. The primary source of cash flow results from the collection of customer bills and the payment for goods and services procured for the delivery of gas services. Results are impacted by weather patterns in its service territory and general economic conditions both in its service territory as well as nationally. In 2004, Earnings were $24.4 million as compared to $31.5 million in 2003. The $7.1 million decrease in earnings is due primarily to weather which decreased earnings an estimated $4.3 million after tax, and increased operating expenses. During 2004, the Company initiated a base rate case for gas service territory. An order was received in December 2004, and on an annual basis, will increase margins an estimated $24.0 million. During 2004 the rate increase provided additional margin of $2.2 million. The order also allows for the recovery of pipeline integrity management costs capped at $2.5 million beginning in 2006, with any costs greater than those amounts deferred for future recovery. Significant Fluctuations Gas Operating Margin Margin generated from the sale of natural gas to residential and commercial customers is seasonal and impacted by weather patterns in the Company's service territory. Margin generated from sales to large customers (generally industrial and other contract customers) is impacted primarily by overall economic conditions. Margin is also impacted by the collection of state mandated taxes, which fluctuate with gas costs, and is also impacted by some level of price sensitivity in volumes sold. Following is a discussion and analysis of margin generated from regulated utility operations. - -------------------------------------------------------------------------------- For the year Ended December 31, ---------------------------- (In thousands) 2004 2003 - -------------------------------------------------------------------------------- Residential & commercial $ 183,382 $ 186,649 Contract 26,916 26,379 Other 1,353 4,512 - -------------------------------------------------------------------------------- Total gas utility margin $ 211,651 $ 217,540 ================================================================================ Volumes in MDth: Sold to residential & commercial customers 63,755 68,316 Sold & transported to contract customers 50,899 51,290 - -------------------------------------------------------------------------------- Total throughput 114,654 119,606 ================================================================================ Gas utility margins were $211.7 million for the year ended December 31, 2004. This represents a decrease in gas utility margin of $5.9 million compared to 2003. Heating weather for the year ended December 31, 2004, was 8% warmer than normal and 8% warmer than the prior year. The estimated unfavorable impact on gas utility margin caused by weather was approximately $7.2 million compared to 2003. Indiana base rate increases added $2.2 million compared to the prior year. Also offsetting the effects of weather were increased late and reconnect fees, and customer growth. Gas sold and transported volumes were 4% less in 2004, compared to the prior year. The decreased throughput was primarily attributable to weather. The average cost per dekatherm of gas purchased was $7.10 in 2004 and $6.53 in 2003. Operating Expenses Other Operating Other operating expenses increased $4.0 million for the year ended December 31, 2004, as compared to 2003. The increase is primarily attributable to increased charges for use of corporate assets, which increased $3.3 million. The remaining year over year increase was primarily attributable to increased labor and benefit costs. Depreciation & Amortization For the year ended December 31, 2004, depreciation expense increased $1.8 million compared to 2003. The increase resulted primarily from normal additions to utility plant. Income Taxes For the year ended December 31, 2004, income taxes were $5.1 million lower than 2003 primarily due to decreased earnings before taxes and equity in earnings from the Ohio operations. Taxes Other Than Income Taxes Taxes other than income taxes increased $1.6 million in 2004 compared to 2003. Almost all of the 2004 increase corresponds with increased collections of utility receipts taxes due to higher revenues. Other Income Equity in Earnings of the Ohio Operations Equity in earnings of the Ohio operations represents Indiana Gas' 47% interest in the Ohio operations' net income. The financing costs associated with VEDO's 53% ownership interest are not included in the Ohio operations' equity in earnings. Earnings in 2004 have increased over 2003 primarily due to lower depreciation in 2004 compared to 2003 due to a true-up of depreciation rates to existing regulatory orders and decreased operating expenses in 2004 due to the effects of regulatory orders associated with Ohio choice programs and uncollectible accounts expense. The Ohio operations' net income was $15.3 million in 2004 and $12.4 million in 2003. Indiana Gas' share of those earnings was $7.2 million and 5.8 million, respectively. Interest costs arising from financing arrangements utilized for the purchase of the Ohio operations are not reflected in the above-summarized financial information. Had the financing arrangements of Indiana Gas and VEDO used to facilitate the purchase of the Ohio operations been pushed down, the net income would have been $6.0 million and $2.9 million for the years ended December 31, 2004 and 2003, respectively. SELECTED GAS OPERATING STATISTICS: - -------------------------------------------------------------------------------- For the Year Ended December 31, ------------------------------- 2004 2003 - -------------------------------------------------------------------------------- OPERATING REVENUES (In thousands): Residential $ 462,507 $ 452,042 Commercial & Contract 216,942 210,047 Misc Revenue 6,654 6,125 ---------------------------- $ 686,103 $ 668,214 ============================ MARGIN (In thousands): Residential $ 141,875 $ 144,945 Commercial & Contract 68,423 68,081 Misc Revenue 1,353 4,514 ---------------------------- $ 211,651 $ 217,540 ============================ GAS SOLD & TRANSPORTED (In MDth): Residential 44,661 48,146 Commercial & Contract 69,993 71,460 ---------------------------- 114,654 119,606 ============================ YEAR END CUSTOMERS: Residential 506,713 498,340 Commercial & Contract 49,256 48,574 ---------------------------- 555,969 546,914 ============================ WEATHER AS A % OF NORMAL: Heating Degree Days 92% 100%