8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 1, 2007

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 (17 CFR 230.425)

¨ 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))

Item 7.01. Regulation FD Disclosure

Vectren Corporation (the Company) is participating in an American Gas Association Financial Forum on May 1, 2007 in Orlando, FL. Company executives will make a presentation that includes operating results for the three-month period ended March 31, 2007 as well as other financial information. A copy of the slide presentation is furnished as Exhibit 99.1.

Vectren Corporation is the parent Company of Vectren Utility Holdings, Inc. (VUHI). VUHI serves as the intermediate holding company of the Company’s three operating public utilities.

In accordance with SEC Release No. 33-8176, this information 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.

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.

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.
April 30, 2007
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick Vice President, Controller and Assistant Treasurer

INDEX TO EXHIBITS

The following Exhibits are furnished as part of this Report to the extent described in Item 7.01:

Exhibit Number	Description
99.1	Vectren Corporation’s slide presentation to the American Gas Association to be given on May 1, 2007 in Orlando, FL.
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

Hosted by:

Niel Ellerbrook - Chairman, President and CEO

Carl Chapman - EVP and COO

Jerry Benkert - EVP and CFO

Vectren Corporation

AGA Financial Forum
April 29 – May 1, 2007 

Forward-Looking Statements

Statements contained or incorporated by reference in these slides regarding

future events and developments are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933.  Forward-looking
statements are based on management’s beliefs and assumptions that derive from
information currently known by management.  Because such statements are
based on expectations and not historical facts, actual results may differ materially
from those projected in the particular statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date of this document, or in the case of documents incorporated by
reference, as of the date of those documents. 

Additional detailed information concerning a number of factors that could cause

actual results to differ materially from the information that is provided to you here
is readily available in our annual report on Form 10-K filed with the Securities and
Exchange Commission on February 16, 2007.

Contact:

Steven M. Schein

VP – Investor Relations

812-491-4209

sschein@vectren.com

Electric

50%

Consolidated Net Income - $108.8 million

12 months ended 12/31/06

Our Utility Service Areas

Utility Net Income - $91.4 million

12 months ended 12/31/06

Gas

50%

Non-

utility

Utility

75%

25%

Percentages exclude nonrecurring nonutility items

Vectren Today

ProLianceEnergy

Vectren Source

Miller Pipeline

Energy Systems Group

Prosperity Mine

Energy Marketing

& Services

Energy Infrastructure

Services

Coal Mining

Cypress Creek Mine

Strong utility operations supported by

complementary nonutility businesses

Gas Utility Operations

Ø

Customers: 995,000

Ø

Assets: $2.0 billion

Ø

States served: Indiana, Ohio

Electric Utility Operations

Ø

Customers: 141,000

Ø

Assets: $1.3 billion

Ø

States served: Indiana

Core Businesses

Utility Strategies

Ø

Consistent, stable earnings growth

Ø

Rate base growth over 5%

Ø

Timely rate relief/earnings stabilization

Ø

Maintain strong capital structure

Ø

Control O&M

Ø

Earn allowed returns

Nonutility Strategies

Ø

Linked to core utility business

Ø

Reinvest earnings

Ø

Acquire gas storage capacity

Ø

Develop and market new coal reserves

Ø

Expand replacement of aging infrastructure

Ø

Advance energy efficiency opportunities

Our Goals

Ø

Increase utility earnings at an average annual rate of 3.5% to 4%

Ø

Increase nonutility earnings at an average annual rate of 10+%

Ø

Increase Vectren EPS at an average annual rate of 5+%

Ø

Continue superior dividend record – 47 consecutive years of increased dividends

Ø

Provide a total return to shareholders of 9+%

Positioned For Growth

Highlights

Ø

Low-Risk Utility Platform Positioned for Growth

–

Rate base growth at 5+%

–

Timely and equitable regulatory treatment

•

2007 incremental revenue from lost margin recovery over 2006 between $9-$11 mm

•

South Gas & Electric rate relief 3^rd Qtr 2007 - Settlement agreements on file -

$10-$15 mm in 2007, remainder in 2008

•

Obtain rate relief in Indiana North & Ohio in 2008

Ø

Successful and Sensible Nonutility Businesses

–

Primary businesses closely aligned with utility & sustainable long-term growth

•

90% of coal is pre-sold in 2007 at 4-5% average price increase

•

Optimize use of natural gas storage and midstream assets through ProLiance

•

Miller Pipeline 100% owned – exited meter reading and line locating

•

ESG growth through energy conservation programs and recurring revenues

Ø

Strong Financial Position and Clear Path to Future Earnings Growth

–

Continue history of dividend increases – 47 consecutive years

–

Increase Vectren EPS at average annual rate of 5+%

Q1 2007 Highlights

Ø

1^st Quarter 2007 EPS, exclusive of synfuels, of $0.88 per basic share

compared to $0.75 per basic share in 2006, an increase of 17%

–

1^st Quarter 2007 EPS, inclusive of synfuels, of $0.92 per basic share

compared to $0.76 per basic share in 2006.

Ø

Fiscal 2007 earnings guidance reaffirmed with emphasis at upper

end of the range of $1.65 to $1.80, exclusive of synfuels

Ø

Filed settlement agreement with IURC on proposed increases to

Vectren South gas base rates, hearing on settlement agreement held
March 23 – order expected within 90 days from hearing

Ø

Filed settlement agreement with IURC on proposed increases to

Vectren South electric base rates, hearing on settlement agreement
to be held May 3 – order expected within 90 days from hearing 

Ø

First Call’s 1^st Quarter consensus estimate - $0.79

–

Emphasis on upper end of annual range of $1.65 - $1.80

–

Approved South gas and electric orders will improve opportunity to earn allowed ROE

Ø

Low risk utility platform positioned for growth

–

Earnings from utility operations increased $7.5 million

Ø

Nonutility businesses closely aligned with the utility for sustainable long-term growth

–

Earnings from nonutility businesses, exclusive of synfuels results, increased $2.1 million

Ø

Synfuel earnings for 2007 estimated between $0.11 - $0.13

–

Synfuel operations contributed earnings of $3.4 million, or $0.04 per share in 2007

compared to $0.7 million or $0.01 per share in 2006

–

100% hedge of planned production

–

“Mark to market” accounting on spreads impacts timing of earnings recognition

1^st Quarter Sets Tone For Future

Utility Operations 1^st Quarter Results

Earnings per Share

Gas Margin increased $15.9 million

Ø

Higher usage including lost margin recovery increased

margin $7.2 million

Ø

Ohio weather 1% warmer than normal & 6% colder than

Q1 2006 increased gas margins $2.4 million

Ø

Pass through riders & taxes increased $5.9 million

Electric Margin increased $0.4 million

Ø

Increase related to weather of $1.2 million

Ø

Offset by lower wholesale and municipal

O&M flat quarter over quarter excluding $5.6

million increase related to pass through
expenses recorded dollar for dollar in
margin

Ø

Ohio Bad Debt and PIPP, Indiana Integrity Management &

Energy Efficiency Programs offset by Nox/Multipollutant

$0.10 EPS increase quarter over quarter

Ø

$0.05 - Lost margin recovery and usage

–

Similar lost margin recovery expected in Q4

Ø

$0.03 - Weather -- Ohio $0.02 & Electric $0.01 

Target 3.5% to 4% long-term average

annual increase in utility earnings

Proven Success with Operating Companies

Earnings per Share

Nonutility results improve $2.1 million

Ø

Increased storage capacity and optimization

opportunities at ProLiance

Ø

Seasonal impacts of increased ownership in Miller

Pipeline

Ø

Seasonal loss at Energy Systems Group reduced

 $0.5 million

Target 10%+ annual growth from primary

businesses

Utility Overview

Utility Business Growth Strategy

Ø

Continued focus on O&M control

–

2006 growth managed below 1% excluding

propane sale credit

–

Q1 2007 Flat excluding pass through trackers

Ø

Continued investment in utility rate base

–

5+% rate base growth next 5 years

Ø

Consistent, stable earnings growth

Ø

Achieve allowed returns at each utility

growth

Target 3.5% to 4.0% annual EPS

Rate Base

Vectren Utility Holdings

Gas

North

(Indiana Gas)

South

(SIGECO)

Gas

Electric

Gas

Ohio

(VEDO)

Consistent Rate Base Growth

Air emissions reductions since

1970

Ø

National

–

SO2 emissions are down 40%

–

NOx emissions are down 70%

Ø

Vectren

–

SO2 emissions are down 90%

–

NOx emissions are down 80%

Electric Generation by Fuel Type

(in billion kWh)

Source: EIA Annual Energy Outlook

2007

Wholesale Power Marketing

Ø

Functions within the regulated

electric utility operation

Ø

Markets surplus power from

generating units through MISO

History

Forecasts

Electricity Demand

Competitive Power Generation Facilities

Generation Portfolio

Ø

Coal-fired base units – 1,006 MW

–

Burn 3+ million tons of coal annually

–

Affiliate agreements in place for 90%

of coal needs

–

125 MW base load need - 2011

Ø

Gas-fired peak-use turbines – 295

MW

Lost Margin Recovery Mechanism/Conservation

Tariffs effective Sep
2006 (Ohio) and Dec 2006

 (Indiana North)

Normal Temperature Adjustment (NTA) effective

Oct 2005 (Indiana North and South)

Total Gas Margin

12 months ended 12/31/06

Commercial

21%

Industrial

13%

Residential

66%

Ø

Weather protected margin includes base

load consumption and fixed service charges

Ø

Lost margin recovery mechanisms for

Vectren South requested as part of general
rate order

Residential and Commercial Gas Margins

Residential and Commercial Gas

Margins

Stabilizing Gas Margin

Vectren South Gas Base Rate Case

Key Points

Ø

Favorable accounting treatment of annual expenditures associated with new, multi-year bare

steel and cast iron replacement program

–

Accrual of AFUDC and deferral of depreciation expense after placed in service but before placed in

rates – annual expenditures up to $3 million per year and up to 3 years on each project

Ø

Gas cost expense related to bad debts and unaccounted for gas removed from base rates to

be recovered through the existing gas cost adjustment mechanism

Ø

Lost margin recovery mechanism excludes the 15% adjustment currently used in North

territory

Petitioner’s

 Case-in-Chief

Intervener

 Filings

Settlement

 Hearing

Order

1^st Hearing

Settlement

 Reached

9/1/06

1/30/07

12/4/06

3/16/07

3/23/07

Within 90

Days

Vectren South Electric Base Rate Case

Key Points

Ø

Continued timely recovery of ongoing costs associated with the Midwest Independent System Operator

(MISO)

Ø

Recovery of return at FERC approved rates and recovery of expenses pertaining to approved Regional

Expansion Criteria and Benefit Process (RECB) transmission investments mandated by MISO greater than
50% of Transmission 5-year CapEx of $160 million

Ø

Creation of a 50/50 sharing arrangement with customers of Wholesale Power Marketing margins above

and below the annual base rate level of $10.5 million

Ø

Increased O&M expenses necessary to maintain and improve customer reliability and expenses related to

managing the aging workforce to ensure proper knowledge transfer, safety and system reliability

Ø

Environmental CWIP recovery continued under Indiana SB29

Petitioner’s

 Case-in-Chief

Intervener

 Filings

Settlement

 Hearing

Order

1^st Hearing

Settlement

 Reached

9/1/06

2/29/07

12/11/06

4/20/07

5/3/07

Within 90

Days

Constructive Regulatory Environment

Accomplishments

Ø

Timely recovery of environmental & clean coal generation expenditures

–

NOx - $255 million – Aug. 2001 – Dec. 2005

–

Multi-pollutant – $110 million – Feb. 2006 – Dec. 2008

Ø

Normal temperature adjustment implemented in Indiana - Oct. 2005

Ø

ProLiance service agreement extended through 2011 - Apr. 2006

Ø

Ohio decoupling/conservation order - Sep. 2006

Ø

Honda expansion - 10-year service contract - Sep. 2006

Ø

Indiana decoupling/conservation order - Dec. 2006

Pending/Planned

Ø

South Gas rate case filed - Sep. 2006 – Expected order Jun./Jul. 2007 (settlement filed Mar.

15 and hearing held Mar. 23, 2007)

Ø

South Electric rate case filed - Sep. 2006 – Expected order Jul./Aug. 2007 ( settlement filed

Apr. 20 and hearing to be held May 3)

Ø

IGCC generating facility petition filed - Sep. 2006 (Feed Study filed Apr. 2, hearing scheduled

June 18, and expect decision Oct. 2007)

Ø

Expect to file North rate case in April/May 2007 and VEDO in June/July 2007 time frame

Ø

$1,500

Ø

$300

Ø

$160

Ø

$80

Ø

$175

(in millions)

Ø

–

capital expenditures with timely rate
relief rec overy

–

SB - 29 recovery for environmental

and new clean coal generation

–

Generation strategy under review

–

Provisions for new transmission &

bare steel/cast iron included in recent
settlements

–

Remaining capital expenditures

approximate depreciation

Rate Base Growth

6.7% 3-year CAGR

5.2% 5-year CAGR

Ø

5-year Total Utility

Cap Ex

Ø

Major Expenditures

–

Generation Plant

–

Electric Transmission

–

Environmental

–

Bare Steel/Cast Iron

Utility Capital Summary

Growing Electric and Gas Rate Base

Equity Forward Rationale

Ø

Sell equity to permanently finance capital invested in Vectren South

Ø

Draw down proceeds following implementation of new South Gas and Electric rates

Ø

Equity issuance supports credit ratings and regulatory initiatives

Ø

Minimal, if any, dilution in 2007

Vectren Credit Facilities

Ø

Utility - $520 million

Ø

Nonutility - $274 million

Strong Credit Ratings

ProLiance Stand-Alone Credit Facility

Ø

Available at peak - $400 million 

As of Dec. 31,

2006

Liquidity and Credit Ratings

Nonutility Overview

Vectren Enterprises

ProLiance

Energy

Vectren

Source

Energy

Marketing and
Services (EMS)

Coal Mining

Operations

(CM)

Energy

Systems

Group

Miller

 Pipeline

Cypress

Creek Mine

Prosperity

Mine

Earnings Per Share

(EMS, CM & EIS)

Energy

Infrastructure
Services (EIS)

Ø

ProLiance record earnings in 2005 from market

volatility created by gulf coast hurricanes

Ø

2007 Synfuel production 100% hedged

(1)

The Right Nonutility Businesses

Nonutility Business Growth Strategy

Ø

Growth through reinvestment of earnings

–

Expansion of Liberty Gas Storage – 6 Bcf in 2007

–

Acquired 80 million tons of coal reserves

–

Purchased remaining 50% of Miller Pipeline

Ø

Continued to narrow focus of nonutility

businesses

–

Sold broadband investment

–

Exited meter reading and line locating businesses

Target 10+% annual EPS growth

ANR

Columbia Gas

Columbia Gulf

Midwestern Gas

Panhandle Eastern

Southern Natural

Tennessee Gas

Texas Gas

Texas Eastern

Trunkline Gas

Storage Capacity

Pipeline Access

ProLiance Energy

Storage & Transportation Optimization

Ø

75% of earnings stream

Ø

6 Bcf of Liberty Gas Storage scheduled to be

fully operational in 2007

Retail Gas Marketing

Ø

1,300 commercial and industrial customers

Wholesale Services

Ø

Members’ gas supply agreement extended

until 2011

Ø

Utilities, municipals, power generators and

other marketers

Midstream Investments

Ø

Two intrastate pipelines

Ø

Three storage fields

#1 Gas Marketer 2006 – MastioGale Annual

Natural Gas Marketer Customer Value
Study

Ø

100 + employees - based in Indianapolis, IN

Ø

Approximate sales volumes of 1 Bcf per day

Ø

Balanced book approach

Ø

Standalone credit facility

Ø

JV – 61% owned by VVC – governance 50/50

Annual Tons

(S)  Scrubbed plant

(SU) Scrubber under

        construction

Power plant

Mine site

Indiana Southern

   Rail Road

CSX Rail Road

Cities

Legend

Oaktown Mines #1 & #2 – underground mines

Ø

~80 million tons of reserves – high-sulfur 6.0 lbs

SO2

Ø

~5 million tons projected to be mined annually when

fully operational

Ø

Competitive location - Land acquisition complete

–

Within 50 miles of 8 coal-fired plants

–

Adjacent to low-cost mainline rail service

–

Within 10 miles of proposed Duke/Vectren IGCC plant

Ordered

 Initial

 Equipment

Break

Ground on

Oaktown
#1

Oaktown #1

Operational

State

Mining
Permits

Approval

Break

Ground on

Oaktown #2

Q4

2006

Q4

2007

Q4

2007

Q4

2008

Q1

2009

Oaktown #2

Operational

Q1

2010

Executed

Option on

 Reserves

Q2

2006

Coal Mining Operations

Ø

Supplies Vectren’s generating plants approximately

    3 million tons annually

Ø

Regulatory support for Indiana coal generation

Ø

100% of coal is presold for 2007 and 2008

–

4% to 5% average price increase for 2007

–

40% of coal sold in 2008 has price reopener

Prosperity Mine – underground mine

Ø

~31 million tons of reserves – mid-sulfur 3.5 lbs

SO2

Ø

~3 million tons mined per year

Cypress Creek Mine – surface mine

Ø

~2.5 million tons of reserves – high-sulfur 7.5 lbs

SO2

Ø

~1.2 million tons mined per year

Miller Revenue

12 months ended 12/31

Construction - Performance Contracting

Ø

Development of energy efficiency facility

improvements that pay for themselves from
energy/operational savings

Ø

Territory expansion and development of

recurring revenues

Ø

Renewable natural gas & waste to energy

projects

Ø

170 employees in 14 states

ESG Back Log

As of 12/31

Energy Infrastructure Services

Gas Pipeline/Waste Water

Construction and Repair

Ø

Replacement of aging infrastructure 

Ø

100% ownership by Vectren on July 1, 2006

Ø

One of the largest gas distribution contractors

in the United States

Ø

Over 50 years of construction experience and

over 1,300 employees

Summary

Dividends Paid

47 consecutive years with increased dividends

Consistent Dividend Growth

Ø

3.3% increase payable Dec. 1, 2006

Ø

Current quarterly dividend - $0.315 (Annualized - $1.26)

Ø

65% +/- target payout

Future Presents Opportunity

2007 and 2008 outlook

Ø

Full year benefit from decoupling/conservation orders and lost margin recovery mechanisms

Ø

Partial year benefit from South gas and electric rate cases - full year in 2008

Ø

Managed O&M growth – 2007 target below 3% with most increases recovered through trackers

or tied to rate cases

Ø

Rate base growth of 5+% long-term

Ø

FERC return on greater than 50% of transmission investment and recovery of expenses

pertaining to approved RECB investments

Ø

North and Ohio rate cases to be filed Q2 or Q3 2007 with expected orders in 2008

Ø

Significant increase in gas storage capacity at ProLiance

Ø

Continued use of highwall miner at Cypress Creek

Ø

Price reopener on 40% of 2008 coal production

Ø

Full year benefit of owning 100% Miller Pipeline with expanding territory and replacement of

aging infrastructure

Ø

Continued growth at Energy Systems Group driven by focus on conservation

Vectren Corporation

Discover Who We Are

Appendix

NOTE: Ownership Percentage in ( )

Vectren

Corporation

Vectren Utility

Holdings Inc.

Vectren

Enterprises

Energy Marketing

and Services

Other

Businesses

Energy

Energy

Infrastructure
Services

ProLiance

Energy (61%)

Vectren

Source

Coal Mining

Operations

Synfuels

Miller Pipeline

Other

Haddington

Energy (13%)

Pace Carbon

Synfuels (8%)

Energy

Systems
Group

Vectren North

(Indiana Gas)

Vectren South

(SIGECO) - Gas

Vectren Energy

Delivery of Ohio
(VEDO)

Vectren South

(SIGECO) - Electric

Appendix

Appendix

Coal Mining

Corporate Structure

Overview

Vectren provides reliable delivery service to 141,000

customers in southwestern Indiana.

Markets

6 counties in southwestern Indiana

Top Industrial Customers

Ø

AK Steel (Steel)

Ø

Berry Plastics (Plastics)

Ø

Bristol Myers (Pharmaceuticals/Food)

Ø

General Electric (Plastics)

Ø

PPG Industries (Automotive)

Ø

Toyota (Automotive)

Ø

Whirlpool (Metal Products)

Principal Industries

The principal industries include resin and plastic

products, aluminum smelting and recycling, aluminum
sheet products, automotive assembly, steel finishing,
appliance manufacturing, pharmaceutical and
nutritional products, automotive glass, gasoline and
oil products, and coal mining.

Vectren Utility Holdings, Inc. (VUHI) - The Company’s wholly-owned subsidiary serves as the intermediate

holding company for its three operating public utilities: Indiana Gas Company, Inc. (Indiana Gas), Southern Indiana
Gas and Electric Company (SIGECO) and the Ohio operations.  VUHI also has other assets that provide information
technology and other services to the three utilities.

Overview

Vectren’s three operating utilities provide reliable

delivery service to 995,000 natural gas customers,
including 565,000 located in central and southern
Indiana, 112,000 located in southwestern Indiana, and
318,000 located in west central Ohio.

Markets

Ø

57 counties in central and southern Indiana

Ø

17 counties in west central Ohio

Top Industrial Customers

Ø

ALCOA (Aluminum)

Ø

AE Staley (Grain Processing)

Ø

AK Steel (Steel)

Ø

Eli Lilly (Pharmaceuticals)

Ø

General Electric (Plastics)

Ø

General Motors (Automotive)

Ø

NUCOR (Steel)

Principal Industries

The principal industries include automotive assembly,

parts and accessories, feed, flour and grain
processing, metal casting, aluminum products,
appliance manufacturing, resin and plastic products,
gypsum products, electrical equipment, metal
specialties, glass, steel finishing, pharmaceutical and
nutritional products, gasoline and oil products, and
coal mining.

Natural Gas

Electric

Appendix

Energy Delivery

Vectren Utility Holdings, Inc. (VUHI) - The Company’s wholly-owned subsidiary serves as the intermediate

holding company for its three operating public utilities: Indiana Gas Company, Inc. (Indiana Gas), Southern Indiana
Gas and Electric Company (SIGECO) and the Ohio operations.  VUHI also has other assets that provide information
technology and other services to the three utilities.

Overview

Provides low-cost, reliable electric generation for

delivery to retail and firm wholesale customers in
Southwest Indiana.  Optimizes assets by marketing
unutilized capacity to the open market.

Markets

Ø

Southwest Indiana – Retail and Wholesale

Ø

Midwest – Wholesale

Generating Capacity

Ø

5 coal-fired base units – 1,000 MW

–

Brown – 2 units, 490 MW

–

Culley – 2 units, 360 MW

–

Warrick – 1 unit, 150 MW

–

Burn approximately 3 million tons of coal

annually

Ø

6 natural gas peaking units – 295 MW

Ø

Member of Midwest Independent Transmission

System Operator (MISO)

Ø

Has 6 interconnects

Wholesale Power Marketing

Ø

Functions within the regulated electric utility

operation

Ø

Markets surplus power from generating units

through MISO

Appendix

F.B. Culley

A.B. Brown

Power Supply

Storage Capacity

* Includes 5 Bcf of Liberty Gas Storage

scheduled to      be fully operational in early
2007.

Ø

Created in 1996 as an unregulated joint venture

between Vectren (61%) and Citizens Gas & Coke
(39%) to provide gas portfolio services to Member
companies.

Ø

100+ employees; headquartered in Indianapolis with

market presence in Chicago, Cincinnati, Dayton,
Evansville, Houston, Louisville, and St. Louis.

Ø

45 BCF of gas storage either owned or leased

Ø

Asset ownership in 3 storage fields (White River, Lee

8 and Liberty).

Ø

Owner and developer of two intrastate pipelines (Ohio

Valley Hub & Heartland Gas Pipeline).

Ø

Approximate sales volumes of .8 billion cubic feet

(BCF) per day.

Ø

Customers in 17 Midwestern and Southeastern

states.

70%+ of volume with third-party customers including

over 1,300 commercial and industrial.

Ø

Ø

Balanced book approach - VaR capped at $2.5

million

Ø

Stand alone $300 million credit facility plus $100

million surge line.

Ø

2006 Unconsolidated Revenues (000s):  $2,506,000.

Ø

Total Investment 3/31/07 (000’s):  $161,000.

Pipeline Access

ANR

Columbia Gas

Columbia Gulf

Midwestern Gas

Panhandle Eastern

Southern Natural

Tennessee Gas

Texas Gas

Texas Eastern

Trunkline Gas

Appendix

ProLiance Energy

Appendix

Vectren Source

Ø

Founded in 2001 as retail gas marketer in “Choice States”

–

Provides natural gas and related services to

approximately 150,000 residential and small commercial
customers in competitive markets in Indiana, Ohio,
Georgia, and New York.

–

Annual volumes have grown from 1.8 Bcf in 2002 to

12.8 Bcf in 2006.

Ø

State-of-the-art customer information and billing system,

forecasting and data warehouse decision support tools.

–

Full-service web capabilities from enrollment to bill

presentment and payment.

–

Forty full-time employees, in-house call center with

seventeen full-time customer service representatives
and seven contract IT staff.

Ø

ProLiance Energy serves as agent for commodity

purchases, day-to-day operations, hedging, and
optimization activities.

Ø

Emphasis on providing excellent customer service and

maintaining outstanding regulatory relationships.

Ø

2006 Revenue (000’s):  $163,000.

Ø

Total Assets 3/31/07 (000’s):  $37,000.

Annual Tons

Ø

Prosperity Mine

–

Underground mine – mid-sulfur 3.5

lbs

–

~31 mm tons of reserves at 3/31/07

–

Mines ~3 mm tons per year

Ø

Cypress Creek Mine

–

Surface mine – high-sulfur 7.5 lbs

–

~2.5 mm tons of reserves at 3/31/07

–

Mines ~1.4 mm tons per year

Appendix

Coal Mining

Ø

Established in 1996 as an effort to control fuel costs

through the elimination of costly long-term coal
contracts with harmful escalations or market
reopeners.

Ø

Supplies Vectren’s generating plants with over 3

million tons of coal annually.

Ø

Currently invested in two operating mines, Cypress

Creek and Prosperity that produce over  4 million
tons per year with remaining coal reserves estimated
over 33 million tons.

Ø

Currently developing two underground coal mines in

Knox County, IN that upon full completion in 2010 will
produce 5 million tons per year.  The Oaktown
complex has 80 million tons of estimated coal
reserves.

Ø

Staff of 4 in addition to 400 contract mining

employees.

Ø

2006 outside customers include the following: 

–

Industrial customers:  Domtar (Wisconsin) and

Hydraulic Brick (Indiana).

–

Generating stations:  PSI Gibson/Wabash River,

Alcoa/Warrick, Crawfordsville, IN and Peru, IN.

Ø

2006 Revenues (000s):  $159,000.

Ø

Total Assets 3/31/07 (000’s):  $137,000.

Appendix

Ø

Miller Pipeline Corporation started in 1953.

–

Reliant Services, 50/50 JV with Duke Energy,

purchased Miller Pipeline in 2000.

–

Vectren purchased Duke’s ownership in Miller Pipeline

in 2006.

Ø

Provides construction, maintenance and

rehabilitation services primarily to gas and water
utilities.

–

Gas construction and utility divisions:  1,300 employees

Ø

Gas Pipeline Construction and Repair

–

Expand work in cast iron and bare steel replacement

•

Pipeline Integrity Act

•

Pending Distribution Integrity Act

Ø

2006 Revenues (000s):  $152,000.

Ø

Total Assets 3/31/07 (000’s):  $113,000.

Miller Pipeline Corp

Building Performance with Energy

Appendix

Energy Systems Group

Ø

Established in 1994

Ø

Three primary business lines:

–

Energy performance contracting

•

Designs & installs facility

improvements that pay for
themselves from energy and
operational savings to Hospitals,
Universities, Governments & Schools
(HUGS)

•

Veteran’s Administration

•

5 military base program centers

–

Operations and Maintenance (O&M)

services

•

3 energy centers operated by ESG

–

Developing, constructing, and operating

renewable energy facilities

•

One operating landfill gas plant

Ø

174 customers since inception

Ø

167 employees in 15 states

Ø

Total assets 3/31/07:  $39,000

Other Nonutility Businesses

Ø

Haddington Energy Partners

–

Overview – The company is a partner in equity method investments that

invest in energy-related ventures. Haddington has two remaining
investments, a compressed air energy project to be used for generating
electricity in Ohio and a liquefied natural gas facility in Texas.

–

Strategy – Continue to harvest energy investments as opportunities arise.

–

Total VVC Investment 3/31/07: $14 million

Ø

Vectren Financial Group

–

Overview – Energy Realty and Southern Indiana Properties hold

investments in affordable housing partnerships, leveraged leases, and real
estate notes.

–

Strategy – Hold leveraged leases and affordable housing partnerships.

  Exit real estate notes upon refinancing.

–

Total VVC Net Assets 3/31/07: $57 million

Appendix

Ø

Produces synfuel from coal which qualifies for tax credits under Section 29 of

the Internal Revenue Code.  Vectren owns 8.3% of a partnership (Pace
Carbon) that owns four facilities.

Ø

In July 2006, opted out of participation in production of synfuels due to high

oil prices

–

Recorded impairment charge totaling $9.5 million, or $5.7 million after tax

–

Company has generated an Alternative Minimum Tax (AMT) credit carry forward of

approximately $42 million as of December 31, 2006

Ø

In October 2006, resumed participation due to decline in oil prices

–

Continue to evaluate 2007 opportunities and monitor oil prices and minimize

exposure/opportunities with hedges until sunset  of credits 12/31/07

–

Expect synfuels-related operations to produce net income of $0.11 to $0.13 per

share related to 2007 production

Ø

Total Investment 3/31/07 (000s):  Investment written off in 2006.

Appendix

Synfuels

EX-99.2

Exhibit 99.2

Cautionary Statement for Purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995.

A “safe harbor” for forward-looking statements is provided by the Private Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of 1995 was adopted to encourage such forward-looking statements without the threat of litigation, provided those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Certain matters described in Management’s Discussion and Analysis of Results of Operations and Financial Condition are forward-looking statements. Such statements are based on management’s beliefs, as well as assumptions made by and information currently available to management. When used in this filing, the words “believe”, “anticipate”, “endeavor”, “estimate”, “expect”, “objective”, “projection”, “forecast”, “goal” and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause the Company’s actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following:

·   Factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to fossil fuel costs; unanticipated changes to gas supply costs, or availability due to higher demand, shortages, transportation problems or other developments; environmental or pipeline incidents; transmission or distribution incidents; unanticipated changes to electric energy supply costs, or availability due to demand, shortages, transmission problems or other developments; or electric transmission or gas pipeline system constraints.

·   Increased competition in the energy environment including effects of industry restructuring and unbundling.

·   Regulatory factors such as unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under traditional regulation, and the frequency and timing of rate increases.

·   Financial, regulatory or accounting principles or policies imposed by the Financial Accounting Standards Board; the Securities and Exchange Commission; the Federal Energy Regulatory Commission; state public utility commissions; state entities which regulate electric and natural gas transmission and distribution, natural gas gathering and processing, electric power supply; and similar entities with regulatory oversight.

·   Economic conditions including the effects of an economic downturn, inflation rates, commodity prices, and monetary fluctuations.

·   Increased natural gas commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas and interest expense.

·   Changing market conditions and a variety of other factors associated with physical energy and financial trading activities including, but not limited to, price, basis, credit, liquidity, volatility, capacity, interest rate, and warranty risks.

·   The performance of projects undertaken by the Company’s nonutility businesses and the success of efforts to invest in and develop new opportunities, including but not limited to, the realization of synfuel income tax credits and the Company’s coal mining, gas marketing, and energy infrastructure strategies.

·   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.

·   Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, aging workforce issues, or work stoppages.

·   Legal and regulatory delays and other obstacles associated with mergers, acquisitions and investments in joint ventures.

·   Costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters, including, but not limited to, those described in Management’s Discussion and Analysis of Results of Operations and Financial Condition.

·   Changes in federal, state or local legislative requirements, such as changes in tax laws or rates, environmental laws, including laws governing greenhouse gases, and other regulations.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, or other factors affecting such statements