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 13, 2011

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:

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

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

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

o 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) will make a presentation at an American Gas Association conference on Monday, May 16, 2011 at 2:45 PM ET.  Carl Chapman, Chairman, President and CEO, and Jerry Benkert, Executive Vice President and CFO, will provide an overview of the company’s utility and nonutility businesses and key strategies for growth.

A live webcast of the company’s presentation and accompanying slides will be available on Vectren’s website, www.vectren.com.  A replay of the webcast will be made available shortly following the conclusion of the webcast.  The accompanying slides to be used in the webcast 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.

The results of Utility Holdings and Enterprises presented on an earnings per share basis 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, but rather 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 in the attached slides 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 Utility Holdings (the Utility Group) and Enterprises (the Nonutility Group) are reconciled to the GAAP financial measure of basic EPS by adding the two together.  If there is a difference, that difference results from corporate and other operations that are generally not significant.  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

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 13, 2011
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick
		Vice President, Controller and Assistant Treasurer

EX-99.1

Exhibit 99.1

AGA Financial Forum

Investor Presentation

May 15-17, 2011

2

Forward-Looking Statements

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
2010 annual report on Form 10-K filed on February 17, 2011.

Robert L. Goocher, Treasurer and VP - Investor Relations

rgoocher@vectren.com

812-491-4080

3

Management Representatives at AGA

ØCarl Chapman - Chairman, President and CEO

ØJerry Benkert - Executive Vice President and CFO

ØRobert Goocher - Treasurer & Vice President - Investor Relations

ØAaron Musgrave - Manager - Investor Relations

ØNYSE Symbol: VVC

Ø8-10% target annual total
shareholder return

•Annual dividends paid increased
51st consecutive year in Dec. 2010
to annualized rate of $1.38 per
share

ØOver 1.1 million utility customers
in Indiana and Ohio

•Operate in constructive regulatory
environments with revenue
stabilization mechanisms

ØWell diversified nonutility portfolio
linked to core utility

Ø~$4.8 billion in assets

Ø~$2.1 billion in revenues

Ø~$2.3 billion market cap

ØS&P: A-, Moody’s: A3
Stable outlook for both

Utility Net Income

Consolidated Net Income*

Three Year Average (’08-’10)

Utility

84%

Nonutility

16%

Electric

50%

Gas

50%

4

* Excludes the 2009 Liberty charge of $11.9 million.

Vectren Corporation Overview

5

Vectren at a Glance

Vectren

Utility

Vectren

Nonutility

Vectren North

Indiana Gas

Vectren South

SIGECO -
Electric

Vectren South

SIGECO - Gas

Vectren Ohio

VEDO

Infrastructure
Services

Energy
Services

Coal Mining

Energy
Marketing

Miller Pipeline

Energy

Systems Group

Prosperity Mine

Oaktown Mine 1

Oaktown Mine 2

(under development)

ProLiance

Energy **

Vectren

Source

Minnesota

Limited *

** Jointly owned with a
subsidiary of Citizens Energy
Group

* Acquired on 3/31/2011

6

Looking Ahead - Strategies for 2011 and Beyond

Utility

ØExecute strategies to consistently achieve annual utility earnings growth target of 3%

•Earn allowed returns in gas and electric utilities

–Implement new electric rates from 4/27/11 base rate Order

–Aggressively manage costs through performance management and strategic sourcing

–Seek continued support for alternative regulatory solutions that encourage customer
conservation and also reduce the size and frequency of traditional base rate cases

•Disciplined allocation of capital to operate at cash flow neutral

–Reinvest earnings to support necessary rate base growth

–Reduce external financing requirements

Nonutility

ØContinued growth and profitability of existing portfolio of nonutility businesses

•Increase investments in Infrastructure and Energy Services businesses to drive longer term
earnings growth

–Including Infrastructure Services’ acquisition of Minnesota Limited on March 31, 2011

•As demand continues to recover, open Oaktown #2 coal mine in 2012 and ramp up to full
production

•Focus on dramatically improving ProLiance’s profitability prospects through customer growth and
significant reductions in fixed cost structure

7

Early 2011 Highlights

Ø1st Quarter 2011 earnings of $44.6 million, or $0.55 per share, compared to $63.2 million,
or $0.78 per share in 2010

•Consolidated results on plan for the quarter; Consolidated 2011 guidance affirmed

•Utility results were as expected with solid large customer margins tempered by higher operating
expenses from planned maintenance of electric generating units

•Lower nonutility earnings reflecting lower contributions from ProLiance as expected

–All nonutility businesses remain on track to meet 2011 expectations

ØOrder for $28.6 million annualized base rate increase received in electric rate case on April
27, 2011

ØSuccessfully priced $150 million of utility related long-term debt in March 2011 at weighted
average interest rate of 5.12%

•Eliminates refinancing risk for 6.625% December 2011 $250 million maturity

•Remainder to be retired with short-term debt

•Delayed draw feature matches timing of retirement

ØAcquisition of Minnesota Limited on 3/31/2011 enhances growth opportunities for
Infrastructure Services segment

•Expected to add $0.02-$0.04 to 2011 EPS

ØIndiana Senate Bill 251 signed by the Governor on 5/10/11; allows for cost recovery outside
a base rate proceeding for federally mandated projects and provides for a voluntary clean
energy portfolio standard

•Applies to the integrity, safety, and reliable operation of natural gas pipelines and facilities as well as
environmental costs incurred due to EPA rules for both our gas and electric utilities

8

Electric Base Rate Case - Order on April 27, 2011

ØAnnualized rate increase of $28.6 million based on 10.4% ROE; new rates effective 5/2/11

•Consistent with 2011 guidance expectation of ~$15-20 million of rate relief, which assumed a partial-
year impact

ØDecoupling rate design denied

•However, separate settlement in place provides opportunity for subsequent filing for lost margin
recovery from implementation of energy efficiency programs

ØCoal contracts remain effective

•Going forward a Commission review process for future coal procurement will be initiated

ØContinuation of 50/50 Wholesale Power Marketing sharing above & below the annual base
rate level of $7.5 million

•Previous base level was $10.5 million

ØApproved deferred depreciation and continued AFUDC accrual on Dense Pack projects (~$35
million investment thru 2013)

9

Transaction Highlights - Minnesota Limited Acquisition

ØConsistent with plan to target infrastructure services growth through geographic
and market expansion opportunities

•Net purchase price of $83 million; Closed 3/31/2011

•Expected to add $0.02-$0.04 to Vectren’s EPS in 2011

•Provides underground transmission pipeline construction and repair services for natural gas
and petroleum companies

–Complements Miller’s other existing market segments for natural gas, water and wastewater
construction, primarily focused on distribution; limited overlap of customers and geography

–Positions combined company to take advantage of the pipeline construction impacts from shale

–Brings expanded construction capabilities to Miller’s existing customer base in the
Marcellus shale basin

–Minnesota’s location positions them for growth in the Bakken shale basin in North
Dakota

•Synergies from the combination expected to result in revenue growth opportunities and
efficiencies

–Combined resources provides ability to compete for larger projects; sharing of equipment and
facilities

•Minnesota’s experienced and well respected management team remains in place (Big Lake,
MN)

•See Appendix for additional information on the transaction

10

2011 EPS Guidance Affirmed

Consolidated: $1.60 to $1.85 per share

Utility: $1.45 to $1.55 per share

Nonutility, excl. ProLiance: $0.32 to $0.42 per share

ProLiance: $(0.20) to $(0.10) per share

ØConsolidated 2011 EPS guidance midpoint remains at $1.87, excluding ProLiance

11

Generation Portfolio

Ø5 Coal-fired base units - 1,000 MW

•100% scrubbed for SO2

•90% controlled for NOx

•Combination of pollution controls,
including fabric filter technology, have the
co-benefit of removing substantial levels
of mercuryand particulate matter

•Vectren’s generation fleet investments
over the past decade have positioned the
company well to comply with the new EPA
rules without significant additional
investment; Indiana SB251 is supportive if
future investments are necessary

Ø6 Gas-fired peak-use turbines - 295 MW

ØPurchased capacity - 100 MW thru 2012

ØRenewable energy ~ 5%

•Land-fill gas generation facility - 3 MW

•Wind energy - up to 80 MW via purchased
power agreements of ~20 years

The Utility Group

Utility Service Territories

OH

IN

Vectren Utility Holdings, Inc.

Vectren Energy Delivery of Indiana - North

570,000 Gas Customers

Vectren Energy Delivery of Indiana - South

142,000 Electric Customers

111,000 Gas Customers

Vectren Energy Delivery of Ohio

314,000 Gas Customers

12

Constructive Utility Regulation - Mitigating Risk

ØGas Utilities’ Rate Base: ~$1.2 billion

•~$0.9 billion Indiana

•~$0.3 billion Ohio

•~10.2% Total Gas Allowed ROE

(1) Settlement pending which provides for a mechanism to recover margins lost from the company's large
commercial and industrial customers associated with implementation of energy efficiency programs. The settlement
also provides that margins lost from residential and commercial customers due to energy efficiency programs may
be deferred for future recovery under a rate mechanism to be proposed by the company.

ØElectric Utility Rate Base: ~$1.3 billion

•All Indiana; Excludes FERC Transmission

•10.4% Allowed ROE

ØFERC Electric Transmission Rate Base: ~$0.1 billion

•12.38% Allowed ROE

13

Utility Investments and Cash Flow

ØTargeting free cash flow neutral in 2011-2013, similar to 2010

•Depreciation & amortization expense of $190 to $200 million expected through 2013

ØFavorable regulatory support in recovering capital spend on significant utility expenditures

•Annual incremental margins expected each year from regulatory mechanisms for current recovery of Ohio bare
steel/cast iron (BS/CI) expenditures, and favorable BS/CI accounting treatment in IN

•Total investment of ~$90 million in high voltage electric transmission line, timely recovered at FERC-approved
equity return of 12.38%, with completion in 2012; 2011 earnings to reflect a return on ~$75 million of the total

ØUtilize cash generated from bonus depreciation to reduce external financing requirements and
accelerate funding of pension plans in 2011 ($25 million)

•Estimate will generate ~$100 million of incremental cash in 2011-2013

Infrastructure Services - Miller Pipeline and Minnesota
Limited

ØProvides underground pipeline construction and
repair services for natural gas, water and
wastewater companies

Ø2010 gross revenues of ~$235 million

($30 million from transmission construction)

ØOver 1,700 employees

ØOver 55 years in construction business

ØHeadquartered in Indianapolis, IN

ØOperates primarily in Midwest, Mid-Atlantic and
Southern regions

ØMajor customers are regional utilities, such as
Vectren, NiSource, Duke, LG&E, Alagasco and
Citizens

ØAcquired 5 small regional pipeline construction
companies over past 4 years, expanding location
and scope of operation

ØProvides underground pipeline construction
and repair services for natural gas and
petroleum transmission companies

Ø2010 gross revenues of ~$110 million

ØNearly 500 employees

ØOver 45 years in construction business

ØHeadquartered in Big Lake, MN

ØOperates primarily in Minnesota and
surrounding states

ØMajor customers include Northern Natural,
Consumers Energy, Enbridge Energy and
Minnesota Pipe Line

ØManagement team will remain in place

•Strong, multi-year retention incentive in
place for Minnesota’s President

14

15

Infrastructure Services - cont.

ØSignificant drivers for future growth include:

•New and existing customers - more projects as economy continues rebound; availability of bonus
depreciation

–Bare steel/cast iron replacement programs, along with waste water and sewer rehabilitation
projects

–Increased emphasis on growing gas transmission construction business, building off successful
2010 projects

–Competing for growing number of new shale gas pipeline infrastructure projects

–Significant work expected related to gas pipeline infrastructure integrity assessments resulting
from San Bruno and other recent incidents

•Utilization of technology and other workforce improvement measures to drive improved
productivity, efficiency and control costs

•Infrastructure is a focused growth area for Vectren

16

Energy Services - Energy Systems Group (ESG)

ØPerformance contracting and renewable
energy project group

•2010 revenues of $147 million

•Record backlog of $122 million at 3/31/11

•Approx. 235 employees at 3/31/11 and currently
ramping up hiring to set the stage for future
growth

ØOperates primarily in the Midwest, Mid-
Atlantic and Southern regions, recently
expanding its territorial reach including Texas,
Colorado, New Mexico and U.S. Virgin Islands

•Major customers include hospitals, universities,
governments and schools (HUGS)

ØProvides energy-saving performance
contracting

•Design facility improvements that pay for
themselves from energy savings and
operational improvements

ØDesigns, constructs, manages and owns
renewable energy projects

•Successfully completed three landfill gas projects

•Near-term opportunities include landfill and
anaerobic digester projects

ØESG is partnering with eight gas/electric
utilities as conservation and renewable
energy contractor

•Subcontractor under the federal “area
wide” contractor mechanism to develop
energy efficiency conservation projects to
federal installations

ØEnergy Efficient Commercial Building
federal income tax deductions (Revenue
Code 179D) available through 2013

17

Coal Mining

ØMines and sells Indiana coal to Vectren’s utility
operations and other third parties

•2010 revenues of $210 million

•750 contract mining jobs with completion of Oaktown
mines

ØCompetitive location - 13 power plants within 50
mile radius of underground mines

Ø2011 sales estimated at 5.1 million tons compared
to 3.7 million in 2010

•90% contracted and priced

•Reduced costs at Oaktown 1 due to additional volumes

•~1.9 million tons to Vectren, incl. 200k deferred

ØApproximately 40% and 15%, respectively, of
2012 and 2013 expected production already
contracted and priced

ØAs 2nd Oaktown mine comes online in 2012,
production costs per ton expected to decline

•Will enable cost sharing of investments already
made in wash plant, rail spur, etc., plus other
operating efficiencies

ØLong-term Illinois Basin coal demand expected to
continue increasing as economy improves,
inventory levels reduced, scrubbers are installed,
and as Appalachian production declines

ØProsperity Mine

•32 million tons of reserves

•4.0 lbs SO2 - 11,300 BTU

•Est. max annual production up to 3 million
tons

•Mine reconfiguration was completed 1st
quarter 2011, driving cost reductions

ØOaktown Mines 1 & 2

•104 million tons of reserves

•Less than 6.0 lbs SO2 - 11,200 BTU

•Est. max annual production

–Oaktown #1 up to 3 million tons

–Oaktown #2 up to 2 million tons

–Ramp up in production dependent on
contracts, negotiations continue

•Through December 2010, $185 million in
development costs already incurred of
expected $205 million total for both mines

18

Energy Marketing - ProLiance

ØEnergy marketing affiliate with Vectren (61%)
and Citizens Energy Group (39%) - equity
accounting

•2010 revenues of $1.5 billion

•~100 employees

•Operates throughout the Midwest & Southeast

•46 Bcf of natural gas storage and diverse
pipeline transportation network under contract

•Balanced book approach - VaR capped at $2.5
million

ØProvides bundled gas services, including base
load, peaking sales, risk management, and
other ancillary services

•Retail services to over 1,700 Commercial and
industrial customers

•Wholesale services to utilities, municipals,
power generators

•Ranked #2 out of 32 gas marketers in 2010
Mastio customer satisfaction survey; in top 4
each of the past 5 years

ØIndiana regulatory approval received in March 2011 for ProLiance’s continued provision of gas supply
services to Vectren’s & Citizens’ utilities for an additional five years, through March 2016

ØRestructuring of transportation and storage contracts

•$7 million of annualized fixed demand costs will be dropped in 2011 starting in the second quarter

•$25 million or one-third of contracts expire over next 3 years, $40 million or half over next 5 years

ØGrowth in commercial and industrial (C&I) customers

•C&I customer count is up 15% in Q1 2011 vs. Q1 2010

•C&I and power generation customers’ volumes up 40% in Q1 2011 vs. Q1 2010

ØReductions in G&A costs - reductions of over 10% realized in Q1 2011 vs. 2010 (annualized)

19

Energy Marketing - Vectren Source

ØSource provides natural gas and other
related products and services to retail
customers in the Midwest and Northeast

•2010 revenues of $143 million

•Current staffing of over 50 employees

•Operates in 7 LDC territories in 3 states -
Ohio, Indiana and New York, with highest
customer concentration in Ohio

•Considering expanding footprint to markets
in additional states

Ø4/1/11 customer count of ~255,000, an
increase of 60,000 year over year

ØFocus on customer retention with a
contract renewal rate above 90%

ØConservative risk management practices

•Good mix of fixed and variable price
customers

ØOhio is transitioning to a fully deregulated
market, providing growth opportunities as
energy delivery companies exit the
merchant function of buying natural gas for
its customers

ØDeveloping a residential energy efficiency
service with a pilot offering available in
Cleveland under GreenStreet Solutions SM

•General contractor role in home energy audits
and complete service to implement
recommendations

•Positioned to take advantage of Home Star
program if approved by Congress

•Will be expanding into Cincinnati/Dayton
market in 2011

20

Summary - Investment Fundamentals

ØAttractive total shareholder return targeted at 8-10% annually

ØOver 1.1 million utility customers in Indiana and Ohio

•Operate in constructive regulatory environments with numerous revenue stabilization mechanisms

•Utility growthdriven by reinvestment of earnings in recoverable infrastructure improvements, increasing large
customer demand and implementation of new electric base rates

•Disciplined management of cap ex and operating expenses

•Resulting in more predictable earnings growth opportunities and strong cash flow

ØWell diversified nonutility portfolio linked to core utility

•Upside earnings opportunity on top of solid utility earnings prospects

•Long-term growth primarily focused on significant growth in infrastructure and energy services businesses, along
with ramp up of coal mines to full production

•Executing on strategies to grow the Source customer base and return ProLiance to profitability

ØStable ‘A’ rated company (both Moody’s & S&P) with strong balance sheet, liquidity, and cash flows

ØExperienced management team

ØAttractive dividend

•51 consecutive years of increasing annual dividends paid

•Attractive dividend yield

21

Appendix

Appendix

22

Consolidated 1st Quarter Results

Appendix

23

Nonutility Metrics - Infrastructure Services

Appendix

24

Nonutility Metrics - Energy Services

Appendix

25

Nonutility Metrics - Coal Mining

Appendix

26

Nonutility Metrics - Energy Marketing

27

Appendix

Vectren’s Acquisition of Minnesota Limited, Inc.

ØTransaction Highlights

•On March 31, 2011, Vectren announced that it had acquired Minnesota Limited, Inc. a large
diameter natural gas and petroleum transmission pipeline construction contracting business

–Expected to add $.02 - $.04to Vectren’s EPS in 2011, net of incremental interest costs

–Provides additional support for EPS within previously issued range for
2011 earnings guidance

–Synergies from the combination expected to result in efficiencies, cost savings and revenue
growth opportunities

–Sharing of equipment and facilities; combined resources provides ability
to compete for larger projects; potential consolidation of “back office”
functions

–Combined companies expected to generate ~$345 million in revenues and have ~2200
employees

ØManagement

•Combined Vectren Infrastructure Services organization led by Miller’s Doug Banning as CEO

•Minnesota’s management team remains in place, headquartered in Big Lake, MN

•Both management teams have extensive experience and are respected leaders in the industry

–Chris Leines of Minnesota Limited is incoming president of Pipe Line Contractors Association

–Kevin Miller of Miller Pipeline is outgoing president of Distribution Contractors Association

28

Appendix

Vectren’s Acquisition of Minnesota Limited, Inc. (Cont.)

ØStrategic Rationale for the Acquisition

•Consistent with Vectren’s plans to target infrastructure services growth through geographic and
market expansion opportunities

–Complements Miller’s other existing market segments for natural gas, water and wastewater
construction

–Provides access to new customer base and geographic territories for both Miller and
Minnesota Limited

–Significantly enhances market opportunities for installation of large diameter gas and
petroleum pipes and related infrastructure

–Capitalizes on Minnesota Limited’s strong brand equity, proven management team and great
reputation in the transmission pipeline construction industry

•Anticipated growth in demand for gas transmission construction

–Driven by increasing onshore drilling and gathering of natural gas and oil as shale basins are
developed, with a particular focus on the Marcellus and Bakken basins

–Expected additional natural gas pipeline regulations creating increased demand for pipeline
infrastructure assessment and system upgrades

•Capture synergies and leverage operational excellence to accelerate performance throughout the
combined business units

–Minnesota’s equipment resources can be more effectively utilized as part of a larger
combined entity

–Will facilitate standardization and capture of synergies for key functional areas across all
business units (Accounting, IT, Human Resources, Purchasing, etc.)

Miller Pipeline
current
transmission
territory

Minnesota
Limited current
transmission
territory

29

Appendix

Jointly Capitalizing on Development of Natural Gas and Oil in Shale Basins

ØLimited overlap of territories

ØPositioned well to take advantage of the pipeline construction impacts from shale

Per share earnings contributions of the Utility Group, Nonutility Group, and Corporate and Other
are presented herein 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, but rather 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, are 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. Reconciliations of the non-GAAP measures to their most closely related GAAP
measure of consolidated earnings per share are included throughout the presentation
presented.  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.

Appendix

30

Use of Non-GAAP Performance Measures and Per Share Measures

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”, “likely”, 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 transportation and storage costs, or availability due to higher demand, shortages, transportation problems or other developments; environmental or pipeline incidents; transmission or distribution incidents; unanticipated changes to electric energy supply costs, or availability due to demand, shortages, transmission problems or other developments; or electric transmission or gas pipeline system constraints.

·   Catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornados, terrorist acts or other similar occurrences could adversely affect Vectren’s facilities, operations, financial condition and results of operations.

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

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

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

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

·   Economic conditions surrounding the current economic uncertainty,  including significantly lower levels of economic activity; uncertainty regarding energy prices and the capital and commodity markets; volatile changes in the demand for natural gas, electricity, coal, and other nonutility products and services; impacts on both gas and electric large customers; lower residential and commercial customer counts; higher operating expenses; and further reductions in the value of certain nonutility real estate and other legacy investments.

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

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

·   Direct or indirect effects on the Company’s business, financial condition, liquidity and results of operations resulting from changes in credit ratings, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries.

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

·   Factors affecting coal mining operations including  MSHA guidelines and interpretations of those guidelines, as well as additional mine regulations and more frequent and broader inspections that could result from the recent  mining incidents at coal mines of other companies; geologic, equipment, and operational risks; the ability to execute and negotiate new sales contracts and resolve contract interpretations; volatile coal market prices and demand;  supplier and contract miner performance; the availability of key equipment, contract miners and commodities; availability of transportation; and the ability to access/replace coal reserves .

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

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

·   Costs, fines, penalties and other effects of legal and administrative proceedings, settlements, investigations, claims, including, but not limited to, such matters involving compliance with state and federal laws and interpretations of these laws.

·   Changes in or additions to  federal, state or local legislative requirements, such as changes in or additions to tax laws or rates, environmental laws, including laws governing greenhouse gases, mandates of sources of renewable energy, 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.