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Section 1: 8-K (8-K - INVESTOR PRESENTATION - AGA - MAY 2018)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 18, 2018

 
393566901_vectrenlogoa01.jpg
 
 
 
 
 
VECTREN CORPORATION

 
 
(Exact name of registrant as specified in its charter)

 
 
 
 
Commission
File No.
Registrant, State of Incorporation,
Address, and Telephone Number
I.R.S Employer
Identification No.
 
 
 
1-15467
Vectren Corporation
35-2086905
 
(An Indiana Corporation)
 
 
One Vectren Square,
 
 
Evansville, Indiana 47708
 
 
(812) 491-4000
 
 
 
 
1-16739
Vectren Utility Holdings, Inc.
35-2104850
 
(An Indiana Corporation)
 
 
One Vectren Square,
 
 
Evansville, Indiana 47708
 
 
(812) 491-4000
 
 
 
 
 
Former name or address, if changed since last report:

 
 
N/A
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐    Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

x    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐






Item 7.01.  Regulation FD Disclosure
 
Vectren Corporation (the Company) will meet with certain members of the financial community beginning on Sunday, May 20, 2018 at the American Gas Association Financial Forum in Phoenix, AZ. Carl Chapman, Chairman, President and CEO and Susan Hardwick, Executive Vice President and CFO, will provide an overview of the company's utility and nonutility businesses and key strategies for growth.

The accompanying slides to be used in these discussions are attached as exhibits to this filing as Exhibits 99.1.

Vectren Corporation is the parent company of Vectren Utility Holdings, Inc. (Utility Holdings) and Vectren Enterprises, Inc. (Enterprises).  Utility Holdings is the intermediate holding company of the Company's three operating public utilities, and Enterprises is the holding company for the Company's nonutility operations.
 
In this press release, the per share earnings contributions of the Utility Group, Nonutility Group, and Corporate and Other are presented and are non-GAAP measures.  Such per share amounts are based on the earnings contribution of each group included in Vectren’s consolidated results divided by Vectren’s basic average shares outstanding during the period.  The earnings per share of the groups do not represent a direct legal interest in the assets and liabilities allocated to the groups; instead they represent a direct equity interest in Vectren Corporation's assets and liabilities as a whole.  These non-GAAP measures are used by management to evaluate the performance of individual businesses.  In addition, other items giving rise to period over period variances, such as weather, may be presented on an after tax and per share basis.  These amounts are calculated at a statutory tax rate divided by Vectren’s basic average shares outstanding during the period.  Accordingly, management believes these measures are useful to investors in understanding each business’ contribution to consolidated earnings per share and in analyzing consolidated period to period changes and the potential for earnings per share contributions in future periods. Per share amounts of the Utility Group and the Nonutility Group are reconciled to the GAAP financial measure of basic EPS by combining the two. Any resulting differences are attributable to results from Corporate and Other operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP.

In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company is hereby furnishing cautionary statements identifying important factors that could cause actual results of the Company and its subsidiaries, including Vectren Utility Holdings, Inc., to differ materially from those projected in forward-looking statements of the Company and its subsidiaries made by, or on behalf of, the Company and its subsidiaries.  These cautionary statements are attached as Exhibit 99.2.

The information contained herein and in the attached slides shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01.    Exhibits.

Exhibit
Number
 
Description
99.1
 
Slide Presentation
99.2
 
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995
 





ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transactions, the Company expects to file a proxy statement, as well as other materials, with the SEC.WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be filed by Vectren with the SEC at http://www.sec.gov, the SEC’s website, or from Vectren’s website (http://www.vectren.com) under the tab, “Investors” and then under the heading “SEC Filings.” Security holders may also read and copy any reports, statements and other information filed by Vectren with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330or visit the SEC’s website for further information on its public reference room.

PARTICIPANTS IN THE SOLICITATION

The Company, Parent and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transactions. Information regarding the directors and executive officers of the Company is available in its definitive proxy statement for its 2018 annual meeting, filed with the SEC on March 22, 2018, and information regarding the directors and executive officers of Parent is available in its definitive proxy statement for its 2018 annual meeting, filed with the SEC on March 15, 2018. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are filed with the SEC in connection with the proposed transaction.








SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
VECTREN CORPORATION
VECTREN UTILITY HOLDINGS, INC.
May 18, 2018
 
 
 
 
 
 
 
 
 
 
By: /s/ M. Susan Hardwick
 
 
M. Susan Hardwick
 
 
Executive Vice President and Chief Financial Officer



INDEX TO EXHIBITS
 
The following Exhibits are filed as part of this Report to the extent described in Item 7.01:

Exhibit
Number
 
 Description
99.1
 
99.2
 



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Section 2: EX-99.1 (EXHIBIT 99.1 - INV PRES - AGA - MAY 2018)

exhibit991irpresagamay20
American Gas Association Financial Forum May 20-22, 2018


 
Management Representatives Carl Chapman Susan Hardwick Dave Parker Aaron Musgrave Chairman, Executive Vice Director, Investor Manager, Investor President & CEO President & CFO Relations Relations 2 Vectren | AGA Financial Forum | May 2018


 
Cautionary Statement All statements other than statements of historical fact are forward-looking statements made in good faith by the company and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s beliefs, as well as assumptions made by and information currently available to management and include such words as “believe”, “anticipate”, “endeavor”, “estimate”, “expect”, “objective”, “projection”, “forecast”, “goal”, “likely”, and similar expressions intended to identify forward-looking statements. Vectren cautions readers that the assumptions forming the basis for forward-looking statements include many factors that are beyond Vectren’s ability to control or estimate precisely and actual results could differ materially from those contained in this document. Forward-looking statements speak only as of the date on which our statement is made, and we assume no duty to update them. More detailed information about these factors is set forth in Vectren’s filings with the Securities and Exchange Commission, including Vectren’s 2017 annual report on Form 10-K filed on February 21, 2018. Vectren also uses non-GAAP measures to describe its financial results. More information can be found in the Appendix related to the use of such measures. Dave Parker – Director, Investor Relations d.parker@vectren.com 812-491-4135 Risks Related to the Merger Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: • The risk that the Company may be unable to obtain shareholder approval for the proposed transaction. • The risk that CenterPoint or the Company may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the proposed transaction or may be subject to or impose adverse conditions or costs. • The occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction or could otherwise cause the failure of the proposed transaction to close. • The risk that a condition to the closing of the proposed transaction or the committed financing may not be satisfied. • The failure to obtain, or to obtain on favorable terms, any equity, debt or other financing necessary to complete or permanently finance the proposed transaction and the costs of such financing. • The outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transaction. • The receipt of an unsolicited offer from another party to acquire assets or capital stock of the Company that could interfere with the proposed transaction. • The timing to consummate the proposed transaction. • The costs incurred to consummate the proposed transaction. • The possibility that the expected cost savings, synergies or other value creation from the proposed transaction will not be realized, or will not be realized within the expected time period. • The risk that the companies may not realize fair values from properties that may be required to be sold in connection with the merger. • The credit ratings of the companies following the proposed transaction. • Disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees, regulators or suppliers. • The diversion of management time and attention on the proposed transaction. 3 Vectren | AGA Financial Forum | May 2018


 
Cautionary Statement (Continued) Risks Related to the Company Important factors related to the Company, its affiliates, and its and their operations that could cause actual results to differ materially from those indicated by the provided forward- looking information include risks and uncertainties relating to: • Factors affecting utility operations such as unfavorable or unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to coal and natural gas 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. • New or proposed legislation, litigation and government regulation or other actions, such as changes in, rescission of or additions to tax laws or rates, pipeline safety regulation and environmental laws and regulations, including laws governing air emissions, carbon, waste water discharges and the handling and disposal of coal combustion residuals that could impact the continued operation, and/or cost recovery of generation plant costs and related assets. Compliance with respect to these regulations could substantially change the operation and nature of the Company’s utility operations. • Catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, terrorist acts, physical attacks, cyber attacks, or other similar occurrences could adversely affect the Company's facilities, operations, financial condition, results of operations, and reputation. • Approval and timely recovery of new capital investments related to the electric generation transition plan, discussed further herein, including timely approval to build and own generation, ability to meet capacity requirements, ability to procure resources needed to build new generation at a reasonable cost, ability to appropriately estimate costs of new generation, the effects of construction delays and cost overruns, ability to fully recover the investments made in retiring portions of the current generation fleet, scarcity of resources and labor, and workforce retention, development and training. • Increased competition in the energy industry, including the effects of industry restructuring, unbundling, and other sources of energy. • Regulatory factors such as uncertainty surrounding the composition of state regulatory commissions, adverse regulatory changes, unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under regulation, interpretation of regulatory-related legislation by the IURC and/or PUCO and appellate courts that review decisions issued by the agencies, 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, commodity prices, and monetary fluctuations. • Economic conditions, 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, and other nonutility products and services; economic impacts of changes in business strategy on both gas and electric large customers; lower residential and commercial customer counts; variance from normal population growth and changes in customer mix; higher operating expenses; and reductions in the value of investments. • Volatile natural gas and coal commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas and interest expense. • Volatile oil prices and the potential impact on customer consumption and price of other fuel commodities. • 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 realize value from, invest in and develop new opportunities, including but not limited to, the Company’s Infrastructure Services, Energy Services, and remaining ProLiance Holdings assets. • Factors affecting Infrastructure Services, including the level of success in bidding contracts; fluctuations in volume and mix of contracted work; mix of projects received under blanket contracts; unanticipated cost increases in completion of the contracted work; funding requirements associated with multiemployer pension and benefit plans; changes in legislation and regulations impacting the industries in which the customers served operate; the effects of weather; failure to properly estimate the cost to construct projects; the ability to attract and retain qualified employees in a fast growing market where skills are critical; cancellation and/or reductions in the scope of projects by customers; credit worthiness of customers; ability to obtain materials and equipment required to perform services; and changing market conditions, including changes in the market prices of oil and natural gas that would affect the demand for infrastructure construction. 4 Vectren | AGA Financial Forum | May 2018


 
Cautionary Statement (Continued) Risks Related to the Company (continued) • Factors affecting Energy Services, including unanticipated cost increases in completion of the contracted work; changes in legislation and regulations impacting the industries in which the customers served operate; changes in economic influences impacting customers served; failure to properly estimate the cost to construct projects; risks associated with projects owned or operated; failure to appropriately design, construct, or operate projects; the ability to attract and retain qualified employees; cancellation and/or reductions in the scope of projects by customers; changes in the timing of being awarded projects; credit worthiness of customers; lower energy prices negatively impacting the economics of performance contracting business; and changing market conditions. • 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 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 federal and state laws and interpretations of these laws. 5 Vectren | AGA Financial Forum | May 2018


 
Q1 2018 Update 6 Vectren | AGA Financial Forum | May 2018


 
Consolidated Q1 2018 Results Consistent Earnings Growth Continues 3 Months In millions, except per share amounts Ended Mar 31 Utility Group $ 74.3 $ 65.9 Nonutility Group Infrastructure Services (VISCO) (15.8) (9.3) Energy Services (VESCO) 0.6 (1.2) Other Businesses (0.3) - Nonutility Group (15.5) (10.5) Corporate and Other (0.2) - Earnings - Excluding 179D Benefit $ 58.6 $ 55.4 179D Benefit (1) 4.9 - Earnings - Reported $ 63.5 $ 55.4 Utility Group $ 0.89 $ 0.80 Nonutility Group (1) (0.19) (0.13) Corporate and Other - - EPS - Excluding 179D Benefit $ 0.70 $ 0.67 179D Benefit (1) 0.06 - EPS - Reported $ 0.76 $ 0.67 Weighted Avg Shares Outstanding 83.1 82.9 (1) Though not assured and not reflected in long-term growth rates, efforts continue to secure this benefit in the future. 7 Vectren | AGA Financial Forum | May 2018


 
2018 Q1 Results and Highlights Infrastructure Investment Drives Q1 EPS Growth Vectren Q1 consolidated EPS of $0.70, excluding 179D related to 2017 benefit of $0.06 reflected in Q1 2018 results • Utility EPS of $0.89, up 11% or $0.09, compared to 2017 – Infrastructure investments continue to fuel EPS growth – More normal weather boosted Q1 2018 EPS • Nonutility Q1 EPS declined $0.06, excluding VESCO’s 179D benefit of $0.06 – VISCO’s 2018 results declined as expected as cold and wet conditions greatly hampered Q1 2018 construction work; weather in 2017 was very favorable . Seasonal Q1 loss was $0.03 per share greater than 2017 due to less tax benefit from operating loss in the quarter Vectren Q1 EPS Comparison $0.04 ($0.08) $0.06 $0.76 $0.04 $0.01 $0.02 $0.70 $0.67 Weather/ Small VESCO’s Q1 Customer Other Infrastr. VISCO VESCO Q1 2018, 179D 2018 Q1 Margin Invest. excl. benefit in 2017 179D 2018 Utility 8 Vectren | AGA Financial Forum | May 2018


 
2018 Q1 Nonutility Results Demand for Services Remains Strong VISCO EPS – Q1 2018 down $0.08 compared to 2017 • Cold and wet conditions greatly hampered Q1 2018 construction work, as expected, compared to very favorable weather conditions in 2017; Outlook for full year remains on track • Lower tax rate reduced Q1 2018 EPS by $0.03 from 2017 (less tax benefit on quarterly loss); remainder of 2018 earnings are expected to benefit from reduced tax rate • Near record backlog of $765M driven by Distribution growth versus Q1 ’17; no large transmission projects in backlog VESCO EPS – Q1 2018 up $0.02 from 2017, excluding 179D of $0.06 • Continued strong revenues and margins in the quarter • Q1 2018 new contract signings of $60M; delayed 2017 contracts now all signed – Sales funnel of ~$370M at 3/31/18 remains strong • $42M project at Hill Air Force Base signed April 2018; pushes YTD new orders over $100 million VISCO Backlog VESCO Q1 Revenues $780 $765 $75 $800 In millions $725 In millions $61 Large $60 $53 $700 $655 project $49 $610 $165M $45 $600 $30 $18 $23 $500 $15 $400 $- Q1 '15 Q1 '16 Q1 '17 Q4 '17 Q1 '18 Q1 '14 Q1 '15 Q1 '16 Q1 '17 Q1 '18 9 Vectren | AGA Financial Forum | May 2018


 
2018 EPS Guidance Affirmed On Track to Achieve 2018 EPS Expectations 2018 EPS Guidance 2017 Actual Utility $2.20 - $2.25 $2.12 1 Nonutility/Corp $0.60 - $0.65 $0.48 Consolidated $2.80 - $2.90 1 $2.60 1 Guidance excludes 179D retroactive benefit of $0.06 per share for 2017 and any merger-related costs to be incurred Vectren 2017 EPS Bridge to Midpoint 2018E 1 $0.11 ($0.05) $2.91 $2.85 $0.06 1 $0.08 $0.15 ($0.04) Extremely Nonutility Unfavorable 2018E $2.60 Benefit of Construction 2018E Power Plant Nonutility Guidance Tax Reform Weather Infrastructure Outages/ Growth Guidance179D Midpoint 2017 Investment Maint. O&M Midpoint $2.85 Actual Utility Nonutility 10 Vectren | AGA Financial Forum | May 2018


 
Utility Regulatory Update Generation Plan Moving Forward; Ohio Base Rate Case Filed Generation Transition Plan Generation Transition • CCGT and 50 MW Solar cases filed w/ IN Commission Summary • Hearings for CCGT case to begin in October • First Solar chosen to build the 300-acre 50 MW solar array New 800-900 MW CCGT • Cost of ~$900M, including new Ohio Base Rate Case - Order expected in early 2019 gas pipeline. Construction • First OH base rate case in more than a decade begins late 2019, available to • Requested ROE of 10.75%, rate base of $628M, 51% equity serve customers in 2023 • Annual base revenue increase of $34M, primarily from roll in Additional 50 MW of Universal Solar Generation of DRR and deferrals; minimal impact to net income; incl’s tax reform reductions; avg. residential bill increase of ~$7/mo. • Cost of ~$75 million; Construction begins 1H2019, in • Requested 6-yr extension of distribution replacement rider service in 2020 CPCN for Electric Other Parties to CPCN to CPCN Hearings Supply Needs Filed w/ File Testimony w/ IN w/ IN Commission IN Commission Commission by begin Order for CPCN Feb. 20, 2018 Aug. 10, 2018 Oct. 9, 2018 ~1H 2019 Key Activities Ohio Base Rate Case Application for 50 MW of Ohio Base Rate Case Order for 50 MW of Filed w/ OH Commission Universal Solar filed Order Likely in Universal Solar Mar. 30, 2018 May 4, 2018 Early 2019 ~1H 2019 11 Vectren | AGA Financial Forum | May 2018


 
Transforming Our Utility… Further improve safety & reliability Reduce frequency & duration of outages Enhance customer experience, incl. Gas AMI (AMI complete Generation Infrastructure by end of 2018) Transition Continue to execute Grid Diversify generation gas infrastructure portfolio (IRP-driven) upgrade and Modernization Improve system replacement plans optionality/efficiencies Further improve Reduce carbon safety & reliability emissions by ~60% by 2024 (base year 2005) …for a Smart Energy Future 12 Vectren | AGA Financial Forum | May 2018


 
Key Regulatory Initiatives Achieved Execution Continues on our Utility Growth Strategies  Completed  Commission In Progress approved our 7- year grid Generation modernization Transition plan; supports ~$450M CapEx Gas First semi-annual  Infrastructure electric infrastr. Final IRP comments rec’d; filing approved No significant issues RFP process completed  Joint-ownership of Work continues on 300MW unit with Alcoa ~$1.2 billion of extended through 2023 approved IN/OH gas Grid  investments Modernization CPCN filing for  Generation Transition IN Commission Plan made Feb 2018 approved our 7th semi-annual gas Approval of CPCN & 50 infrastructure filing MW universal solar – expected 1H2019 13 Vectren | AGA Financial Forum | May 2018


 
Generation Transition Plan Aging Fleet Replaced By Efficient, Clean and Diverse Energy Sources Vectren’s Emissions Reductions By 2024, carbon emissions to decline by 60% from 2005 levels as a result of Vectren’s 100% 80% proposed generation transition plan 60% 99% A total of 54 MWs of new renewable generation, 40% 90% 80% 20% 35% continued energy efficiency efforts and 0% retirement/exit of over 800 MWs of primarily Sulfur Nitrogen Particulate Carbon Dioxide Oxide Matter Dioxide* coal-fired generation *3-year average reduction (2015-2017) vs. 2005 Proposed Generation Transition Plan CO2 Emission Reductions Retire 50 Retire 20 Exit Warrick 4 JV, Retire 580 MWs Nat MWs Nat 150 MWs Coal MWs Coal Gas Gen Gas Gen Gen Gen 2018 2019 2020 2021 2022 2023 Add 4 MWs Solar Add 50 MWs Culley 3 Add 800-900 MW and Battery Universal Solar Retrofit Complete CC Nat Gas Gen Backup 2005 2017 2024 Energy Efficiency 2024: Filed Generation Transition Plan 14 Vectren | AGA Financial Forum | May 2018


 
Regulatory Activity Planned in the Future Indiana Indiana Ohio Gas Utilities Electric Utility Gas Utility No base rate cases expected No base rate cases expected to Base rate case filing made March to be filed until 2020 as be filed until 2023 as required 30, 2018; coincides with end of 5- required at end of 7-year at end of 7-year infrastructure year extension of the Distribution infrastructure plan plan Replacement Rider (DRR) Last Base Rate Case Decision: Last Base Rate Case Decision: Key components of case: • South – Aug. 2007; May 2011; Allowed ROE: 10.4% • ROE of 10.75%; rate base of Allowed ROE 10.15% Estimated Rate Base $0.6B, 51% equity; cost of service review • North – Feb. 2008; (12/31/2017): $1.4B Allowed ROE 10.2% • Tax reform benefit returned to Other customers Estimated Rate Base • Annual revenue increase (12/31/2017) Shared Assets & FERC request (net) of $34M, • South - $0.3B Estimated plant balance for Utility primarily from roll in of DRR • North - $1.3B Shared Assets (12/31/2017): $0.2B and deferrals; minimal impact Estimated FERC Electric to net income; avg. bill Transmission Rate Base increase of ~$7/mo. (resid.) (12/31/2017): $0.1B • Extension of DRR Last Base Rate Case Decision: Jan. 2009; Currently allowed ROE: Note: Estimated Rate Base amounts reflect net investment since last rate case decisions 10.6% (Black box settlement) 15 Vectren | AGA Financial Forum | May 2018


 
Significant Utility CapEx Drives Earnings Accelerated Rate Base Growth Enhances Long- and Short-Term EPS Performance Rate base CAGR of ~6% over the next 10 years; foundation for 5-7% EPS growth • Natural Gas ~7%, Electric ~5% 10-Year CapEx of $6.5B 10-Yr Rate Base CAGR: ~6% $7.1B Generation, $1.3B $3.9B Electric Natural Gas, T&D, $1.1B $3.8B Utility Shared, 2017 2027E $0.3B Utility Shared Electric Gas 16 Vectren | AGA Financial Forum | May 2018


 
Smart Energy Future – 10-Year CapEx Plan Overview Expected Utility EPS CAGR of 5-7% Driven by 10-Year Investment Plans for Gas & Electric Businesses of $6.5 Billion Gas Electric Grid Generation Infrastructure: Modernization: Transition: ~$3.8 billion of ~$1.1 billion of ~$1.3 billion of CapEx (‘18-’27) CapEx (’18-’27) CapEx (‘18-’27) 10-Year Utility CapEx Plan Aligns with Extended Regulatory & Strategic Planning Horizon $ in millions Forecast 5-Yr Total 10-Yr Total Utility Cap Ex* 2017A 2018E 2019E 2020E 2021E 2022E 2018E-2022E 2018E-2027E Gas Utilities $ 391 $ 365 $ 335 $ 340 $ 395 $ 410 $ 1,845 $ 3,815 Electric Utility 105 180 220 180 300 450 1,330 2,350 Utility Shared Assets & Other 58 45 40 40 40 65 230 385 Utility Consolidated $ 554 $ 590 $ 595 $ 560 $ 735 $ 925 $ 3,405 $ 6,550 CapEx Recovered via Mechanisms/Deferral 75% 75% Summary of Electric Investments (incl. in table above) Electric Grid Modernization $ 560 $ 1,100 Generation Transition 770 1,250 Total Electric $ 1,330 $ 2,350 17 Vectren | AGA Financial Forum | May 2018


 
Executing Our Plan Delivering Excellent Results for All Stakeholders Consistent earnings growth driven by infrastructure investment • Q1 EPS as expected; 2018 EPS guidance affirmed • 6-8% earnings and dividend growth targets primarily driven by 10-year rate base CAGR of ~6% Achieve regulatory initiatives • Electric generation case proceeding; 50 MW solar project partnership announced Mar. 2018, case filed May 2018 • Ohio gas rate case filed March 30 Deliver safe, reliable and reasonably priced energy services • Diversified generation portfolio reduces carbon emissions by ~60% by 2024 from 2005 levels • When considering the upcoming bill reduction related to tax reform, average monthly residential electric bills will remain below 2011 (last electric rate case) until 2020; average annual increase 2011-2027 is expected to be less than inflation 18 Vectren | AGA Financial Forum | May 2018


 
Long Track Record of Utility Growth Consistent Earnings Growth Driven by Earning our Allowed ROE  Regulatory execution  Well-managed capex growth  Focus on customer bills  Solid cash flow and credit metrics  Culture of continuous improvement / cost control Utility EPS Utility CapEx & Earned ROE $2.12 $ in millions 11.0% 10.7% 10.5% 6-Year CAGR $2.10 10.1% 10.0% 10.2% of 6% $1.95 $554 $497 $1.80 $399 $1.72 $351 $1.50 $1.68 $248 $263 2011 2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017 19 Vectren | AGA Financial Forum | May 2018


 
Long History of Consistent Growth and Execution Vectren Achieved 5-Year Total Shareholder Return of 164% Recognized in 2017 as a Top Long-Term Investment Among EEI Peers Long-Term Targets Consolidated EPS growth 6-8% Dividend growth 6-8% Consolidated payout ratio 60-65% Utility EPS growth 5-7% Note: Long-term EPS growth of approx. $0.06-0.10/yr. for Nonutility Vectren EPS and Earned ROE 5-Year Total Return Comparison 12.3% As of 12/31/2017 11.9% 12.0% 12.0% 11.3% VVC 5-Year $2.60 164% 10.6% $2.55 CAGR of 21% 9.8% $2.39 $2.28 117% $2.12 108% 6-Year EPS 91% $1.94 CAGR of 7% 81% $1.73 2011 2012 2013* 2014* 2015 2016 2017 Vectren VVC Peers S&P 500 Dow S&P 500 * Excludes ProLiance in 2013 & Coal Mining in 2014 - years of disposition Utilities Utilities 20 Vectren | AGA Financial Forum | May 2018


 
Long-Term Outlook Remains Strong Long Cycle of Infrastructure Spend in the U.S. will Drive Growth Across All of Vectren’s Businesses Key drivers of long-term EPS growth expectations of 6-8%: Utility infrastructure investments continue to grow earnings; generation investments to come Steady VISCO Distribution growth; Transmission recovery continues VESCO growth focused on energy efficiency/security and renewables/clean energy Continue to control costs through performance management and strategic sourcing Potential upside to long-term EPS growth with retention of higher nonutility group earnings from lower tax rate Vectren Q1 2018 EPS; Bridge to 2018E $0.14 $2.85 $0.09 ($0.08) $0.06 $0.02 $0.02 $2.60 Lower 2018E 2018 Nonutility, VESCO, Utility Tax Midpoint YTD Other 2017 Utility exc. Rate VISCO Actual Actual 179D +$0.03 Q1 2018 Q2-Q4 2018E EPS bridge and 2018 guidance exclude 179D retroactive benefit of $0.06 per share for 2017 and any merger- related costs to be incurred 21 Vectren | AGA Financial Forum | May 2018


 
Long History of Dividend Stability and Growth Dividend Increased 7.1% in November 2017 58 Consecutive Years of Dividend Increases $1.80 2014 - 2017 CAGR: 5.4% $1.60 2000 - 2013 $1.40 CAGR: 2.9% $1.20 $1.00 $0.80 Annualized dividend increased 7.1% to $1.80 per share in Nov. 2017 22 Vectren | AGA Financial Forum | May 2018


 
Merger Summary


 
Vectren and CenterPoint Merger Transaction Overview – Announced April 23, 2018 CenterPoint Energy, Inc. and Vectren Corporation to combine: $27 billion total enterprise value and nearly $29 billion in combined assets • Cash consideration of $72 per share, plus assumed debt • Approximately 83.1 million shares outstanding • Forecasted assumed debt is approximately $2.5 billion Anticipated closing by Q1 2019 • Subject to Vectren shareholder approval • Subject to approvals by several federal agencies and other customary closing conditions; ancillary regulatory filings to be made in IN and OH; state change of control filings are not required 24 Vectren | AGA Financial Forum | May 2018


 
Vectren and CenterPoint Merger (Continued) Combined Operations Over 7 million regulated utility customers in 8 states Solid combined capital investment plan of more than $2 billion per year through 2022 Complementary businesses have a combined footprint covering nearly 40 states CenterPoint Natural Gas Distribution Electric Transmission and Distribution and Natural Gas Distribution Vectren Natural Gas Distribution Gas & Electric Regulated Generation 25 Vectren | AGA Financial Forum | May 2018


 
Vectren and CenterPoint Merger (Continued) Transaction Rationale Complementary Capabilities • Combining the Vectren and CenterPoint utilities positions the company as a customer-centric, technology-focused utility of the future – CenterPoint experience with smart meters, intelligent grid, data management and leak detection technologies – Vectren experience with energy efficiency and infrastructure services Growth • More customers for existing products and services • New products and services for existing customers • More regulated investment Size and Scale • Increases geographic and business diversity • Allows operating efficiencies and potentially lower cost of capital 26 Vectren | AGA Financial Forum | May 2018


 
Vectren Energy Delivery of Indiana– North (Gas) Vectren Energy Delivery of Indiana– South (Gas & Electric) Vectren Energy Delivery of Ohio (Gas) 1.2M Utility Customers Utility Operations and Review


 
Financing Utility Investment Majority of Utility CapEx Funded by Cash from Operations Financing plan reflects sound regulatory approach and contemplates any needed 5-Year Expectations (’18-’22) long-term debt and equity at the utilities Significant cash flow from operations, Utility Funded Equity at Utilities* enhanced by timely recovery on a Dividends $500 – $700M $0.7B significant portion of CapEx • Tax reform reduces utility cash from Incremental** Nonutility operations, but additional cash available from Debt cash flow $1.1 – $1.3B $100 - nonutility to help fund utility CapEx $300M Long history of high investment-grade CapEx credit ratings $3.4B • Current S&P rating of A- (VVC; Negative), Utility FFO Moody’s rating of A2 (VUHI; Stable) $1.9 - $2.3B Utility funds ~85-90% of Vectren’s dividend; Continue to target utility payout of 70% Uses Sources * Some or all may be accomplished with parent leverage ** Incremental debt excludes refinanced debt 28 Vectren | AGA Financial Forum | May 2018


 
Tax Cuts and Jobs Act of 2017 No Change to Long-Term Outlook Currently Expected Impact of Tax Reform: Utility expected to pass tax savings on to customers; statewide proceedings have begun in IN and OH; in March, Vectren filed in IN for proposed changes to rates and in OH indicated that tax reform will be addressed in our base rate case Elimination of bonus depreciation and lower tax rate reduces utility cash flow from operations, as anticipated Expect nonutility EPS benefit ~$0.11 in 2018 as a result of lower effective corporate tax rate; 21% from 35% Higher VISCO/VESCO earnings due to lower tax rate; sustainable likely in the long term Marginal impact to previously announced five-year Cap Ex financing plans • Modest increase in long-term debt need • Lower utility cash flow from operations due to lower revenue related to lower taxes collected from customers • Higher cash flow from nonutility operations from lower tax rate helps offset lower utility cash flow No change to long-term growth targets; opportunity for upside as impact of tax reform settles in competitive nonutility businesses 29 Vectren | AGA Financial Forum | May 2018


 
Favorable Utility Environments Constructive Regulatory and Legislative Environments in Indiana & Ohio Support Required Capital Investment Gas Electric IN-South IN-North Ohio IN-South Infrastructure Investment Recovery (1)     Infrastructure Recovery of Federal Mandates Under SB 251    Environmental CapEx Recovery Under SB 29  Non-DRR CapEx Deferral Under House Bill 95  Decoupling or Lost Margin Recovery    Margin Straight Fixed Variable Rate Design  Normal Temperature Adjustment   Gas Cost and Fuel Cost Recovery     Unaccounted for Gas    Costs Bad Debt Expense    DSM/Energy Efficiency/MISO Transmission Costs    DRR: Distribution Replacement Rider DSM: Demand Side Management (1) Under SB 560 in Indiana; Under DRR in Ohio 30 Vectren | AGA Financial Forum | May 2018


 
Electric Generation Review Environmental & Sustainability Electric Supply Sources Key Pollution Controls Renewable Energy Coal-fired base load – 5 100% scrubbed for sulfur Landfill Gas – 3.2 MW, units totaling 1,000 MW dioxide (SO2) Blackfoot Clean Energy Facility (95% of ’17 gen.) 90% controlled for nitrogen in Winslow, IN (‘09) Renewables (wind PPA’s oxide (NOx) Wind energy – up to 80 MW, and landfill gas) – 83 MW Mercury (Hg) emissions purchased under two 20-year (nearly 5% of ’17 gen.) reduced to meet requirements contracts through Benton Gas-fired peaking turbines Particulate matter removed at County, IN wind farms (‘10) – 6 units totaling 245 MW average of 99% efficiency Voluntary clean power plan (<1% of ’17 gen.) standard in IN of 10% by 2025 Vectren’s Emissions Reductions 100% 80% 60% 99% 40% 90% 80% 20% 35% 0% Sulfur Dioxide Nitrogen Oxide Particulate Carbon Dioxide* (SO ) (NO ) Matter (CO ) * 3-year average reduction 2 X 2 (2015-2017) vs. 2005 31 Vectren | AGA Financial Forum | May 2018


 
Coal-Fired Generation Current Portfolio A.B. Brown 1 A.B. Brown 2 F.B. Culley 2 F.B. Culley 3 Warrick 4* Year of Installation 1979 1986 1966 1973 1970 MW 245 245 90 270 150 10-Yr Net Capacity Factor (2008-17) 53.9% 57.4% 27.8% 62.2% 70.0% 2017 Avg. Heat Rate (BTU/kWh) 11,576 11,007 12,662 10,549 10,896 Pollution Controls Flue gas Flue gas Flue gas Flue gas Flue gas SO2 desulphurization desulphurization desulphurization desulphurization desulphurization Selective catalytic Selective catalytic Selective catalytic Selective catalytic Low NOx Burner NOx reduction reduction reduction reduction Electrostatic Electrostatic Electrostatic Fabric Filter Fabric Filter Particulate Matter precipitator precipitator precipitator MATS Injection Injection Injection Injection Injection SO3 Injection Injection N/A Injection Injection * 50% ownership of 300 MW with Alcoa 32 Vectren | AGA Financial Forum | May 2018


 
Utility Metrics Trailing 3 Months 12 Months Ended Mar 31 Ended Mar 31 $ in millions 2018 2017 2018 (1) 2017 Gross Margin $ 276.0 $ 270.9 $ 944.4 $ 930.8 O&M - Non-Pass thru 73.4 69.9 285.8 276.5 O&M - Pass thru 21.4 15.7 58.1 52.6 Depreciation & Amortization 61.0 57.4 238.0 222.9 Other Taxes 19.2 14.4 60.6 55.6 Other Income 8.8 7.0 32.3 27.1 Interest 19.9 17.6 75.0 69.8 Income Taxes 15.6 37.0 75.0 102.1 Net Income 74.3 65.9 184.2 178.4 Earnings Per Share $ 0.89 $ 0.80 $ 2.22 $ 2.15 Footnote: 1) Q4 2017 results exclude benefit from revaluation of deferred income taxes and charge related to funding of Vectren Foundation 33 Vectren | AGA Financial Forum | May 2018


 
Utility Metrics 2018E (1) Guidance $ in millions Midpoint 2017 (2) 2016 2015 2014 2013 Gross Margin $ 932 $ 939 $ 928 $ 901 $ 899 $ 868 O&M - Non-Pass thru 287 $ 282 $ 278 $ 279 $ 293 $ 285 O&M - Pass thru 68 $ 52 $ 56 $ 60 $ 62 $ 48 Depreciation & Amortization 247 $ 235 $ 219 $ 209 $ 203 $ 196 Other Taxes 65 $ 56 $ 58 $ 57 $ 60 $ 57 Interest 83 $ 73 $ 70 $ 66 $ 67 $ 65 Other Income 40 $ 31 $ 26 $ 19 $ 17 $ 10 Income Taxes 37 $ 96 $ 99 $ 88 $ 83 $ 85 Net Income 185 $ 176 $ 174 $ 161 $ 148 $ 142 Earnings Per Share $ 2.23 $ 2.12 $ 2.10 $ 1.95 $ 1.80 $ 1.72 Footnotes: 1) 2018 guidance reflects the lower corporate income tax rate 2) 2017 results exclude benefit from revaluation of deferred income taxes and charge related to funding of Vectren Foundation Long-term customer growth expectations: Gas, 0.5-1.0%; Electric, 0.5% Continue to control costs through continuous improvement efforts  Targeting long-term CAGR of <1% for non-pass-thru O&M  Some annual variability, including planned electric generation maintenance and performance- based compensation 34 Vectren | AGA Financial Forum | May 2018


 
Nonutility Energy Infrastructure Services Services (VESCO) (VISCO) Distribution Performance Pipeline Contracting Construction Sustainable Transmission Infrastructure Pipeline Projects Construction Nonutility Review 35 Vectren | AGA Financial Forum | May 2018


 
VISCO 2018 Outlook Expect to Surpass $1B in Revenue in 2018; Steady Growth from Distribution and Transmission Strong backlog expected to lead to strong revenue performance in 2018 Distribution construction activity continues to accelerate driven by gas utility pipe replacement programs Transmission construction market continues to improve; some recovery of gross margins expected over time as activity picks up VISCO Employee Count (at peak) 4,500 4,000 3,500 3,000 2,500 2012 2013 2014 2015 2016 2017 36 Vectren | AGA Financial Forum | May 2018


 
VESCO 2018 Outlook VESCO Poised for Solid Revenue Growth Again in 2018 Expecting strong results across most markets & geographic regions in 2018 Early 2018 new contract signings are off to a good start after slowness in closing projects in 2017 In Feb. 2018, 179D tax deductions were extended for one year retroactively for 2017 (expired in 2016); ~$0.06 of EPS benefit in 2018 related to 2017; while efforts continue to extend 179D benefit into the future, excluded 179D from 2018 guidance and growth targets Long-term performance contracting and sustainable infrastructure opportunities remain strong • Expect growing demand from VESCO’s customers in the areas of energy efficiency, energy security, and sustainable infrastructure, including renewable energy City of Bloomington, IN (Example Project - Public Sector) $13.3M solar installation project includes 5MW of solar panels across the City including facilities for Public Works, Parks and Recreation, and Utilities. Project will increase the City’s solar capacity by sevenfold to produce 14% of the government’s electricity use and over 9% of the City’s overall energy consumption. The City’s carbon footprint will be reduced by 4,700 metric tons of carbon dioxide annually. 37 Vectren | AGA Financial Forum | May 2018


 
Infrastructure Services (VISCO) Metrics Trailing 3 Months 12 Months Ended Mar 31 Ended Mar 31 $ in millions 2018 2017 2018 (2) 2017 Gross Revenue $ 135.3 $ 147.3 $ 984.1 $ 848.0 Gross Margin % 2.5% 5.0% 12.5% 14.0% EBITDA (1) $ (4.1) $ (0.3) $ 99.0 $ 98.2 Depreciation & Amortization $ 10.0 $ 9.9 $ 39.7 $ 38.5 Earnings From Operations (1) $ (12.7) $ (9.3) $ 62.6 $ 60.5 Interest $ 3.1 $ 3.0 $ 13.2 $ 11.9 Net Income (1) $ (15.8) $ (9.3) $ 25.8 $ 28.2 Earnings Per Share (1) $ (0.19) $ (0.11) $ 0.31 $ 0.34 Ending Backlog $ 765 $ 780 Footnotes: 1) After allocations 2) Q4 2017 results exclude benefit from revaluation of deferred income taxes and charge related to funding of Vectren Foundation 38 Vectren | AGA Financial Forum | May 2018


 
Infrastructure Services (VISCO) Metrics (5) 2018E (4) Guidance $ in millions Midpoint 2017 (3) 2016 2015 2014 2013 2012 2011 (5) 2010 Gross Revenue $ 1,005 $ 996.1 $ 813.3 $ 843.3 $ 779.0 $ 783.5 $ 663.6 $ 421.3 $ 235.6 Gross Margin % 13.5% 13.0% 14.0% 14.5% 17.5% 18.0% 18.0% 14.0% 9.0% EBITDA (1) $ 115 $ 102.8 $ 93.6 $ 109.2 $ 118.6 $ 122.0 $ 98.2 $ 47.9 $ 17.8 Depreciation & Amortization (2) $ 40 $ 39.7 $ 38.2 $ 44.5 $ 36.2 $ 28.8 $ 20.7 $ 14.9 $ 8.8 Earnings From Operations (1) $ 76 $ 66.0 $ 56.2 $ 67.1 $ 82.6 $ 92.8 $ 77.8 $ 36.6 $ 9.7 Interest $ 12 $ 13.1 $ 12.5 $ 15.3 $ 10.2 $ 9.9 $ 7.4 $ 7.2 $ 3.2 Net Income (1) $ 45 $ 32.3 $ 25.0 $ 29.7 $ 43.1 $ 49.0 $ 40.5 $ 14.9 $ 3.1 Earnings Per Share (1,4) $ 0.54 $ 0.39 $ 0.30 $ 0.36 $ 0.52 $ 0.60 $ 0.49 $ 0.18 $ 0.04 Ending Backlog $ 725 $ 725 $ 665 $ 625 $ 535 $ 380 N/A N/A Blanket $ 480 $ 435 $ 475 $ 500 $ 460 $ 280 Bid $ 245 $ 290 $ 190 $ 125 $ 75 $ 100 Footnotes: 1) After allocations 2) Lower D&A beginning in 2016 due to adjustments of depreciable lives; lower D&A is being reflected in bidding 3) 2017 results exclude benefit from revaluation of deferred income taxes and charge related to funding of Vectren Foundation 4) 2018 guidance reflects $0.09 of expected EPS benefit due to lower corporate income tax rate 5) Acquired Minnesota Limited, Inc. March 31, 2011; multi-year metrics provided to show impact of MLI acquisition 39 Vectren | AGA Financial Forum | May 2018


 
Infrastructure Services (VISCO) Estimated Backlog General Description of Types of Customer Contracts for Infrastructure Services  Infrastructure Services operates primarily under two types of contracts – blanket contracts and bid contracts. Blanket contracts are ones which a customer is not committed to specific volumes of services, but where we have been or expect to be chosen to perform work needed by a customer in a given time frame (typically awarded on a yearly basis). Bid contracts are ones which a customer will commit to a specific service to be performed for a specific price, whether in total for a project or on a per unit basis (e.g., per dig or per foot). General Description of Backlog for Infrastructure Services  For blanket work, backlog represents an estimate of the amount of gross revenue that we expect to realize from work to be performed in the next 12 months on existing contracts or contracts we reasonably expect to be renewed or awarded based upon recent history or discussions with customers.  For bid work, backlog represents the value remaining on contracts awarded or that we reasonably expect to be awarded, but are not yet completed.  While there is a reasonable basis to estimate backlog, there can be no assurance as to our customers’ eventual demand for our services each year or, therefore, the accuracy of our estimate of backlog. Backlog for Infrastructure Services estimated as follows:  For blanket work, estimated backlog as of 3/30/18 was $505 million compared to $430 million at 3/31/17. The estimate of the amount of gross revenue that we expect to realize from work to be performed in the next 12 months is multiplied by 80% to factor in such unknowns as weather and potential budgetary restrictions of customers.  For bid work, estimated backlog as of 3/31/18 is $260 million compared to $350 million at 3/31/17. OH pipeline project was $165 million in 3/31/17 backlog.  Total estimated backlog as of 3/31/18: $765 million compared to $780 million at 3/31/17. 40 Vectren | AGA Financial Forum | May 2018


 
Energy Services (VESCO) Metrics Trailing 3 Months 12 Months Ended Mar 31 Ended Mar 31 $ in millions 2018 2017 2018 (3) 2017 Revenue $ 60.6 $ 52.8 $ 289.6 $ 263.4 Gross Margin as % of Revenue 22% 23% 24% 24% EBITDA (1) $ (1.7) $ (1.1) $ 14.4 $ 12.0 Interest $ 0.1 $ 0.3 $ 0.3 $ 1.7 179D Tax Deductions (4) $ 4.9 $ - $ 4.9 $ 4.8 Net Income / Loss (1) $ 5.5 $ (1.2) $ 17.4 $ 11.2 Earnings Per Share (1) $ 0.07 $ (0.01) $ 0.21 $ 0.14 EPS Excluding 179D (1) $ 0.01 $ (0.01) $ 0.15 $ 0.08 Ending Backlog (2) $ 193 $ 195 New Contracts (2) $ 60 $ 7 $ 253 $ 223 Footnotes: 1) After allocations 2) Represents signed construction contracts; does not include multi-year O&M agreements 3) Q4 2017 results exclude benefit from revaluation of deferred income taxes and charge related to funding of Vectren Foundation 4) 179D tax law expired in 2016, but in Feb. '18 was retroactively extended one year thru 2017; 2018E EPS at VVC level, net of related expenses, benefits $4.9M or $0.06 per share from the extension; excluded from 2018 guidance metrics 41 Vectren | AGA Financial Forum | May 2018


 
Energy Services (VESCO) Metrics 2018E (5) Guidance $ in millions Midpoint 2017 (4) 2016 2015 2014 2013 Revenue $ 330 $ 281.8 $ 260.0 $ 199.9 $ 129.8 $ 91.3 Gross Margin as % of Revenue 22% 24% 24% 22% 24% 27% EBITDA (1) $ 16 $ 15.1 $ 13.3 $ 3.5 $ (5.9) $ (8.7) Interest $ 1 $ 0.5 $ 1.8 $ 1.2 $ 1.2 $ 0.5 179D Tax Deductions (2) $ - $ - $ 5.5 $ 6.1 $ 3.7 $ 6.4 Net Income / (Loss) (1) $ 10 $ 10.7 $ 12.5 $ 7.3 $ (3.2) $ 1.0 Earnings Per Share (1,5) $ 0.12 $ 0.13 $ 0.15 $ 0.09 $ (0.04) $ 0.01 Ending Backlog (3) $ 175 $ 180 $ 234 $ 226 $ 144 $ 72 New Contracts (3) $ 300 $ 201 $ 239 $ 258 $ 189 $ 86 Footnotes: 1) After allocations 2) 179D tax law expired in 2016, but in Feb. '18 was retroactively extended one year thru 2017; 2018E EPS at VVC level, net of related expenses, benefits $4.9M or $0.06 per share from the extension; excluded from 2018 guidance metrics 3) Represents signed construction contracts; does not include multi-year O&M agreements 4) 2017 results exclude benefit from revaluation of deferred income taxes and charge related to funding of Vectren Foundation 5) 2018 guidance reflects $0.02 of expected EPS benefit due to lower corporate income tax rate 42 Vectren | AGA Financial Forum | May 2018


 
Appendix


 
Appendix State Utility Commissioners Constructive Regulatory Environments Indiana Utility Regulatory Commission Public Utilities Commission of Ohio (IURC) (PUCO) Five commissioners Five commissioners Appointed by Governor Appointed by Governor Four-year terms Five-year terms Commission Rating Commission Rating*  Average/1 (RRA)  Average/2 (RRA) * Vectren is gas-only in OH; RRA rating may be lower due to competitive electric market in OH First First Commissioner Party Appointed Term Ends Commissioner Party Appointed Term Ends Jim Huston, Chair R Sept. 2014 Mar. 2021 Asim Haque, Chair I Jun. 2013 Apr. 2021 Angela Weber (1) R Mar. 2014 Apr. 2018 Beth Trombold I Feb. 2013 Apr. 2023 David Ziegner D Aug. 1990 Apr. 2019 Thomas Johnson R Apr. 2014 Apr. 2019 David Ober R Apr. 2018 Jan. 2020 Lawrence Friedeman D Feb. 2017 Apr. 2020 Sarah Freeman D Sept. 2016 Jan. 2022 Daniel Conway R Feb. 2017 Apr. 2022 (1)Term has expired; interview process underway for a new commissioner 44 Vectren | AGA Financial Forum | May 2018


 
Appendix Infrastructure Services (VISCO) Business Profile Minnesota Limited Miller Pipeline Miller Pipeline Transmission Distribution Water/Wastewater Pipeline construction and Pipeline construction and Pipeline construction and repair maintenance in natural gas, oil, maintenance in natural gas in water and wastewater and liquids industry distribution industry pipeline markets President – Ted Crowe, nearly 40 President – Kevin Miller, over 40 President – Chris Schuler, over years industry experience years industry experience 30 years industry experience Seasoned management team Seasoned management team Seasoned management team Geographic focus: Midwest, Geographic focus: Midwest, Geographic focus: Midwest and Northeast and Northern US Southern, Eastern and Western Southern US Primary construction services – US Primary services – water mainline and gathering pipeline; Primary construction services – pipeline construction; compressor stations; pump new mains and services; wastewater rehab utilizing cured stations; terminal work; tank replacement mains and services; in place pipe, fold in form pipe; farms; pipeline maintenance; external and internal joint internal joint repair and hydrostatic testing repair; vacuum excavation and horizontal directional drilling horizontal directional drilling 45 Vectren | AGA Financial Forum | May 2018


 
Appendix VISCO Distribution Opportunities 40 States & D.C. with Accelerated Infrastructure Replacement Programs States of operation for VISCO’s distribution business Source: American Gas Association 46 Vectren | AGA Financial Forum | May 2018


 
Appendix VISCO Long-Term Customer Relationships Long-Term Customers Long-term customer relationships are key  Relationship with top 10 distribution customers averages ~20 years Reputation for high quality construction work and customer service Shared culture of commitment to safety with our customers Building on our history and reputation, added several significant new customers over the past few years 47 Vectren | AGA Financial Forum | May 2018


 
Appendix VISCO Competitive Landscape Publicly Owned Competitors Competition Consolidation continues in our industry  Fragmented market – many small family-owned contractors still servicing geographic territories  Market has a preference for larger contractors  VISCO has strong brand recognition in the industry Privately Owned Competitors VISCO’s seasoned management team has the ability to adapt to market changes  Extensive acquisition experience over many years  8 acquisitions (1 large – Minnesota Ltd - and 7 small) 48 Vectren | AGA Financial Forum | May 2018


 
Appendix Energy Services (VESCO) Business Profile Performance Sustainable Operations & Contracting Infrastructure Maintenance Public & Federal Sectors Public, Private and Federal Sectors Public & Federal Sectors  Design and construction of  Design and construction of larger  Focus on plants and projects built by efficiency projects where savings scale capital projects VESCO – currently 13 locations; five are used to finance the  Combined heat and power (CHP) under construction improvements  Anaerobic digesters, landfill gas and  Steam, electricity, chilled water and  Excess savings often used to fund other renewable energy projects power conditioning deferred maintenance projects  Compressed natural gas (CNG)  Accounts for approximately 20% of  Solid reputation among transportation fuel infrastructure VESCO’s work force customers for innovative  Contributes $25M - $30M of revenue solutions and quality work Key Drivers annually; some recent large projects  Prospect of increasing electric rates will add to this total in coming years Key Drivers and stable natural gas prices  Aging infrastructure  Desire for control of energy prices Key Drivers  Need to reduce operating costs  Electric grid reliability concerns  Customer convenience and risk  Lack of capital budgets  Increasing environmental reduction (focus on core business)  Escalating electricity prices regulations (air, water, organic  VESCO reduces risks associated with  Sustainability initiatives waste) any savings or operations guarantees  Strong public policy support  Advances in technology (microgrids,  Attractive recurring revenue stream  Efficiency is the cheapest renewables, and storage)  Fed projects often require long-term resource  Corporate and institutional operations & maintenance sustainability initiatives agreements 49 Vectren | AGA Financial Forum | May 2018


 
Appendix VESCO At A Glance Primary subsidiary, Energy Systems Group, founded in 1994 Accredited by the National Association of Energy Service Companies (NAESCO) Licensed to do business in 48 states, the U.S. Virgin Islands, and Puerto Rico ~360 Employees - 195 Sales/Engr./Proj. Mgt. - 80 O&M Staff Developed over $2.8 billion in projects for ~400 customers Facilitated in excess of $1 billion of project financing ~$1 billion in multiple phase (repeat customer) projects Equipment Independent / Vendor Neutral 50 Vectren | AGA Financial Forum | May 2018


 
Appendix VESCO Market Sectors and Customers • Municipalities • 26 UESC partners (util. energy service contract), incl. 3 pending renewals • Water and Wastewater Utilities • One of 21 DOE qualified ESCOs • Electric and Gas Utilities • One of 15 USACE* qualified ESCOs (1) • Solid Waste Authorities • Department of Energy • K-12 Schools • Department of Defense • State Agencies • Department of Veterans Affairs • Colleges / Universities Performance Contracting • Department of Agriculture • Correctional Facilities • General Services Administration • Highway Departments • Utilities • Hospitals / Healthcare Public Federal Sector Sector * US Army Corps of Engineers (1) Awarded in 2015 after undergoing a re-compete process. Operations & Sustainable Maintenance Infrastructure • Department of Veterans Affairs • Municipalities • Department of Defense • Water and Wastewater Utilities • Colleges / Universities • Solid Waste Authorities • Colleges / Universities • Municipal Utilities • Hospitals / Healthcare • Hospitals / Healthcare • Commercial & Industrial • Federal 51 Vectren | AGA Financial Forum | May 2018


 
Appendix VESCO Competitive Landscape Federal Sustainable Public Infrastructure Sector 52 Vectren | AGA Financial Forum | May 2018


 
Appendix Key VESCO Projects Demonstrates Success/Strength Across All Sectors Picatinny Arsenal, NJ City of Bloomington, IN Beckley Sanitary Board, WV (Federal) (Public) (Sustainable Infrastructure) $16.6M Energy Savings $13.3M solar installation project $12.9M project comprised of Performance Contract includes 5MW of solar panels infrastructure improvements at the across the city including facilities 8-million-gallon-per-day Piney Expanded prior awarded for Public Works, Parks and Creek Wastewater Treatment Plant. decentralization Energy Recreation, and Utilities. Conservation Measure to maximum Project includes organics resource authorized 25-year term Project will increase the City’s solar recovery and major rehabilitation capacity by sevenfold to produce of anaerobic digester complex. Project includes the design and 14% of the government’s installation of a 2MW cogeneration electricity use and over 9% of the Once facility improvements are plant, HVAC improvements, and a City’s overall energy consumption. completed in 2018, the treatment centralized Master Status Display The City’s carbon footprint will be plant will be able to accept and for the Arsenal’s Energy reduced by 4,700 metric tons of process up to 45,000 gallons of Management System carbon dioxide annually. organic waste per day 53 Vectren | AGA Financial Forum | May 2018


 
Appendix Tax Reform in 2017 Summary of Impacts to 2017 Results – GAAP to Non-GAAP Reconciliation Twelve Months Ended December 31, 2017 Deferred Tax GAAP Revaluation Operating Expense Non-GAAP (In millions, except EPS) Measure (Gain) / Loss Charge Measure Consolidated Net Income $ 216.0 $ (45.3) $ 45.3 $ 216.0 Basic EPS $ 2.60 $ (0.55) $ 0.55 $ 2.60 Utility Group Net Income $ 175.8 $ (23.2) $ 23.2 $ 175.8 Basic EPS $ 2.12 $ (0.28) $ 0.28 $ 2.12 Utility Group Segments Gas Utility - Net Income $ 115.5 $ (27.3) $ - $ 88.2 Electric Utility - Net Income $ 75.2 $ - $ - $ 75.2 Other Utility Operations - Net Income $ (14.9) $ 4.1 $ 23.2 $ 12.4 Nonutility Group Net Income $ 41.1 $ (22.3) $ 22.1 $ 40.9 Basic EPS $ 0.49 $ (0.27) $ 0.27 $ 0.49 Corp & Other Net Income $ (0.9) $ 0.2 $ - $ (0.7) Basic EPS $ (0.01) $ - $ - $ (0.01) Other Operating Expense Consolidated $ 1,115.9 $ - $ (69.7) $ 1,046.2 Utility Group $ 370.4 $ - $ (35.7) $ 334.7 Income Tax Expense Consolidated $ 46.4 $ 45.3 $ 24.4 $ 116.1 Utility Group $ 60.7 $ 23.2 $ 12.5 $ 96.4 Nonutility Group $ (13.5) $ 22.3 $ 11.9 $ 20.7 Corp & Other $ (0.8) $ (0.2) $ - $ (1.0) 54 Vectren | AGA Financial Forum | May 2018


 
Appendix Use of Non-GAAP Performance Measures and Per Share Measures Contribution to Vectren's EPS Per share earnings contributions of the Utility Group, Nonutility Group and Corporate and Other are presented and are non-GAAP measures. Such per share amounts are based on the earnings contribution of each group included in the Company’s consolidated results divided by the Company’s basic average shares outstanding during the period. The earnings per share of the groups do not represent a direct legal interest in the assets and liabilities allocated to the groups; instead they represent a direct equity interest in the Company's assets and liabilities as a whole. These non-GAAP measures are used by management to evaluate the performance of individual businesses. In addition, other items giving rise to period over period variances, such as weather, may be presented on an after tax and per share basis. These amounts are calculated at a statutory tax rate divided by the Company’s basic average shares outstanding during the period. Accordingly, management believes these measures are useful to investors in understanding each business’ contribution to consolidated earnings per share and in analyzing consolidated period to period changes and the potential for earnings per share contributions in future periods. Per share amounts of the Utility Group and the Nonutility Group are reconciled to the GAAP financial measure of basic EPS by combining the two. Any resulting differences are attributable to results from Corporate and Other operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP. 55 Vectren | AGA Financial Forum | May 2018


 
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Section 3: EX-99.2 (EXHIBIT 99.2 - INV PRES AGA - MAY 2018 - FLS)

Exhibit
EXHIBIT 99.2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Forward-Looking Statements

The statements in this document contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this document are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this document, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to: (1) CenterPoint Energy’s proposed acquisition of Vectren, (2) shareholder and regulatory approvals, (3) the completion of the proposed transaction, (4) benefits of the proposed transaction, (5) integration plans and expected synergies, (6) the expected timing of completion of the transaction, and (7) anticipated future financial measures and operating performance and results, including estimates for growth and other matters affecting future operations.

Risks Related to the Merger
Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to:

(1) the risk that Vectren may be unable to obtain shareholder approval for the proposed transaction, (2) the risk that CenterPoint Energy or Vectren may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the proposed transaction or may be subject to or impose adverse conditions or costs, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction or could otherwise cause the failure of the proposed transaction to close, (4) the risk that a condition to the closing of the proposed transaction or the committed financing may not be satisfied, (5) the failure to obtain, or to obtain on favorable terms, any equity, debt or other financing necessary to complete or permanently finance the proposed transaction and the costs of such financing, (6) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transaction, (7) the receipt of an unsolicited offer from another party to acquire assets or capital stock of Vectren that could interfere with the proposed transaction, (8) the timing to consummate the proposed transaction, (9) the costs incurred to consummate the proposed transaction, (10) the possibility that the expected cost savings, synergies or other value creation from the proposed transaction will not be realized, or will not be realized within the expected time period, (11) the risk that the companies may not realize fair values from properties that may be required to be sold in connection with the merger, (12) the credit ratings of the companies following the proposed transaction, (13) disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees, regulators or suppliers, and (14) the diversion of management time and attention on the proposed transaction.

Risks Related to CenterPoint Energy
Important factors related to CenterPoint Energy, its affiliates, and its and their operations that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to:

(1) the performance of Enable Midstream Partners, LP (Enable), the amount of cash distributions CenterPoint Energy receives from Enable, Enable’s ability to redeem the Series A Preferred Units in certain circumstances and the value of CenterPoint Energy’s interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including factors such as: (A) competitive conditions in the midstream industry, and actions taken by Enable’s customers and competitors, including the extent and timing of the entry of additional competition in the markets served by Enable; (B) the timing and extent of changes in the supply of natural gas and associated commodity prices, particularly prices of natural gas and natural gas liquids (NGLs), the competitive effects of the available pipeline capacity in the regions served by Enable, and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on Enable’s interstate pipelines; (C) the demand for crude oil, natural gas, NGLs and transportation and storage services; (D) environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; (E) recording of non-cash goodwill, long-lived asset or other than temporary impairment



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charges by or related to Enable; (F) changes in tax status; (G) access to debt and equity capital; and (H) the availability and prices of raw materials and services for current and future construction projects; (2) industrial, commercial and residential growth in CenterPoint Energy’s service territories and changes in market demand, including the effects of energy efficiency measures and demographic patterns; (3) timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment; (4) future economic conditions in regional and national markets and their effect on sales, prices and costs; (5) weather variations and other natural phenomena, including the impact of severe weather events on operations and capital; (6) state and federal legislative and regulatory actions or developments affecting various aspects of CenterPoint Energy’s and Enable’s businesses, including, among others, energy deregulation or re-regulation, pipeline integrity and safety and changes in regulation and legislation pertaining to trade, health care, finance and actions regarding the rates charged by our regulated businesses; (7) tax reform and legislation, including the effects of the comprehensive tax reform legislation informally referred to as the TCJA and uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of excess deferred taxes and CenterPoint Energy’s rates; (8) CenterPoint Energy’s ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms; (9) the timing and extent of changes in commodity prices, particularly natural gas, and the effects of geographic and seasonal commodity price differentials; (10) problems with regulatory approval, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or in cost overruns that cannot be recouped in rates; (11) local, state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change; (12) the impact of unplanned facility outages; (13) any direct or indirect effects on CenterPoint Energy’s facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt CenterPoint Energy’s businesses or the businesses of third parties, or other catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, pandemic health events or other occurrences; (14) CenterPoint Energy’s ability to invest planned capital and the timely recovery of CenterPoint Energy’s investment in capital; (15) CenterPoint Energy’s ability to control operation and maintenance costs; (16) actions by credit rating agencies; (17) the sufficiency of CenterPoint Energy’s insurance coverage, including availability, cost, coverage and terms; (18) the investment performance of CenterPoint Energy’s pension and postretirement benefit plans; (19) commercial bank and financial market conditions, CenterPoint Energy’s access to capital, the cost of such capital, and the results of CenterPoint Energy’s financing and refinancing efforts, including availability of funds in the debt capital markets; (20) changes in interest rates and their impact on CenterPoint Energy’s costs of borrowing and the valuation of its pension benefit obligation; (21) changes in rates of inflation; (22) inability of various counterparties to meet their obligations to CenterPoint Energy;(23) non-payment for CenterPoint Energy’s services due to financial distress of its customers; (24) the extent and effectiveness of CenterPoint Energy’s risk management and hedging activities, including, but not limited to, its financial and weather hedges; (25) timely and appropriate regulatory actions allowing securitization for any future hurricanes or natural disasters or other recovery of costs, including costs associated with Hurricane Harvey; (26) CenterPoint Energy’s or Enable’s potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses (including a reduction of CenterPoint Energy’s interests in Enable, whether through its decision to sell all or a portion of the Enable common units it owns in the public equity markets or otherwise, subject to certain limitations), which CenterPoint Energy cannot assure will be completed or will have the anticipated benefits to it or Enable; (27) acquisition and merger activities involving CenterPoint Energy or its competitors; (28) CenterPoint Energy’s or Enable’s ability to recruit, effectively transition and retain management and key employees and maintain good labor relations; (29) the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy and RRI), a wholly-owned subsidiary of NRG Energy, Inc. (NRG), and its subsidiaries, currently the subject of bankruptcy proceedings, to satisfy their obligations to CenterPoint Energy, including indemnity obligations; (30) the outcome of litigation; (31) the ability of retail electric providers (REPs), including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and its subsidiaries; (32) changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation; (33) the timing and outcome of any audits, disputes and other proceedings related to taxes; (34) the effective tax rates; and (35) the effect of changes in and application of accounting standards and pronouncements.

Risks Related to Vectren
Important factors related to Vectren, its affiliates, and its and their operations that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to:

(1) factors affecting utility operations such as unfavorable or unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to coal and natural gas costs; unanticipated changes to gas



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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, (2) new or proposed legislation, litigation and government regulation or other actions, such as changes in, rescission of or additions to tax laws or rates, pipeline safety regulation and environmental laws and regulations, including laws governing air emissions, carbon, waste water discharges and the handling and disposal of coal combustion residuals that could impact the continued operation, and/or cost recovery of generation plant costs and related assets; compliance with respect to these regulations could substantially change the operation and nature of Vectren’s utility operations, (3) catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, terrorist acts, physical attacks, cyber-attacks, or other similar occurrences could adversely affect Vectren’s facilities, operations, financial condition, results of operations, and reputation, (4) approval and timely recovery of new capital investments related to the electric generation transition plan, including timely approval to build and own generation, ability to meet capacity requirements, ability to procure resources needed to build new generation at a reasonable cost, ability to appropriately estimate costs of new generation, the effects of construction delays and cost overruns, ability to fully recover the investments made in retiring portions of the current generation fleet, scarcity of resources and labor, and workforce retention, development and training, (5) increased competition in the energy industry, including the effects of industry restructuring, unbundling, and other sources of energy, (6) regulatory factors such as uncertainty surrounding the composition of state regulatory commissions, adverse regulatory changes, unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under regulation, interpretation of regulatory-related legislation by the Indiana Utility Regulatory Commission and/or Public Utilities Commission of Ohio and appellate courts that review decisions issued by the agencies, and the frequency and timing of rate increases, (7) financial, regulatory or accounting principles or policies imposed by the Financial Accounting Standards Board; the SEC; 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, (8) economic conditions including the effects of inflation, commodity prices, and monetary fluctuations, (9) economic conditions, 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, and other nonutility products and services; economic impacts of changes in business strategy on both gas and electric large customers; lower residential and commercial customer counts; variance from normal population growth and changes in customer mix; higher operating expenses; and reductions in the value of investments, (10) volatile natural gas and coal commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas and interest expense, (11) volatile oil prices and the potential impact on customer consumption and price of other fuel commodities, (12) direct or indirect effects on Vectren’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, (13) the performance of projects undertaken by Vectren’s nonutility businesses and the success of efforts to realize value from, invest in and develop new opportunities, including but not limited to, Vectren Infrastructure Services Company, Vectren Energy Services Company, and remaining ProLiance Holdings, LLC assets, (14) factors affecting Infrastructure Services, including the level of success in bidding contracts; fluctuations in volume and mix of contracted work; mix of projects received under blanket contracts;
unanticipated cost increases in completion of the contracted work; funding requirements associated with multiemployer pension and benefit plans; changes in legislation and regulations impacting the industries in which the customers served operate; the effects of weather; failure to properly estimate the cost to construct projects; the ability to attract and retain qualified employees in a fast growing market where skills are critical; cancellation and/or reductions in the scope of projects by customers; credit worthiness of customers; ability to obtain materials and equipment required to perform services; and changing market conditions, including changes in the market prices of oil and natural gas that would affect the demand for infrastructure construction, (15) factors affecting Energy Services, including unanticipated cost increases in completion of the contracted work; changes in legislation and regulations impacting the industries in which the customers served operate; changes in economic influences impacting customers served; failure to properly estimate the cost to construct projects; risks associated with projects owned or operated; failure to appropriately design, construct, or operate projects; the ability to attract and retain qualified employees; cancellation and/or reductions in the scope of projects by customers; changes in the timing of being awarded projects; credit worthiness of customers; lower energy prices negatively impacting the economics of performance contracting business; and changing market conditions, (16) employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, aging workforce issues, work stoppages, or pandemic illness, (17) risks associated with the material business transaction such as acquisitions and divestitures, including, without limitation, legal and regulatory delays; the related time and costs of implementing such transaction; integrating operations as part of this transaction;



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and possible failures to achieve expected gains, revenue growth and/or expense savings from such transaction, and (18) costs, fines, penalties and other effects of legal and administrative proceedings, settlements, investigations, claims, including, but not limited to, such matters involving compliance with federal and state laws and interpretations of these laws.

The foregoing list of factors is not all-inclusive because it is not possible to predict all factors, and any and all differences between the risk factors under the headings “Risks Related to CenterPoint Energy” or “Risks Related to Vectren,” except where context dictates otherwise, are not intended to be, and should not be read as, a representation, warranty, statement, affirmation or acknowledgment of any kind by CenterPoint Energy, Vectren or their respective affiliates that any risk factors present under one heading, but absent under the other, are not potential risk factors for CenterPoint Energy or Vectren, or their respective affiliates, as applicable. Furthermore, it may not be possible to assess the impact of any such factor on CenterPoint Energy’s or Vectren’s respective businesses or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Additional risks and uncertainties will be discussed in other materials that CenterPoint Energy and Vectren will file with the SEC in connection with the proposed transaction. Other risk factors are detailed from time to time in CenterPoint Energy’s and Vectren’s annual reports on Form10-K and quarterly reports on Form10-Q filed with the SEC, but any specific factors that may be provided should not be construed as exhaustive. Each forward-looking statement speaks only as of the date of the particular statement. While we believe these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, we undertake no obligation to update or revise any of our forward-looking statements whether as a result of new information, future events or otherwise.



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