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VECTREN ENERGY DELIVERY OF OHIO, LLC

FINANCIAL STATEMENTS

As of and for the three months ended March 31, 2026

Contents

 

     Page Number  

Unaudited Financial Statements

  

Glossary

     1  

Balance Sheet

     2  

Statement of Income

     3  

Statement of Cash Flows

     4  

Statement of Changes in Member’s Equity

     5  

Notes to the Financial Statements

     6-10  


GLOSSARY

 

  

ASC

  

Accounting Standards Codification

ASU    Accounting Standards Update
CenterPoint Energy    CenterPoint Energy, Inc., and its subsidiaries

CEOH

  

Vectren Energy Delivery of Ohio, LLC, doing business as CenterPoint Energy Ohio,

  

which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to

  

an Ohio limited liability company on June 13, 2022, formerly a wholly-owned

   subsidiary of Vectren, acquired by CERC on June 30, 2022.
CEP    Capital Expenditure Program

CERC

  

CERC Corp., together with its subsidiaries

CERC Corp.

  

CenterPoint Energy Resources Corp.

DRR

  

Distribution Replacement Rider

EEFR

  

Energy Efficiency Funding Rider

FASB

  

Financial Accounting Standards Board

GAAP

  

Generally Accepted Accounting Principles

IRS

  

Internal Revenue Service

NFGC

  

National Fuel Gas Company

PUCO

  

Public Utilities Commission of Ohio

TCJA

  

Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017

Vectren

  

Vectren, LLC, and its subsidiaries, which converted its corporate structure from

  

Vectren Corporation to a limited liability company on June 30, 2022, a wholly-owned

  

subsidiary of CenterPoint Energy, Inc. as of the merger date of February 1, 2019, and,

  

after CERC Corp’s common control acquisition of CEOH from VUH on June 30,

  

2022, is held indirectly by CenterPoint Energy through Vectren Affiliated Utilities,

  

Inc.

VUH

  

Vectren Utility Holdings, LLC, which converted its corporate structure from Vectren

  

Utility Holdings, Inc. to a limited liability company on June 30, 2022, a wholly-

  

owned subsidiary of Vectren LLC

 

1


FINANCIAL STATEMENTS

VECTREN ENERGY DELIVERY OF OHIO, LLC

BALANCE SHEET

(Unaudited)

 

     March 31, 2026  
     (in millions)  

ASSETS

  

Current Assets:

  

Cash and cash equivalents

   $ 1  

Accounts receivable

     67  

Accrued unbilled revenues

     29  

Accounts and notes receivable - affiliated companies

     53  

Material and supplies

     10  

Other current assets

     1  
  

 

 

 

Total current assets

     161  
  

 

 

 

Property, Plant and Equipment, Net:

  

Property, plant and equipment

     2,313  

Less: accumulated depreciation & amortization

     487  
  

 

 

 

Property, plant and equipment, net

     1,826  
  

 

 

 

Other Assets:

  

Goodwill

     219  

Regulatory assets

     358  
  

 

 

 

Total other assets

     577  
  

 

 

 

Total Assets

   $ 2,564  
  

 

 

 

LIABILITIES AND MEMBER’S EQUITY

  

Current Liabilities:

  

Accounts payable

   $ 72  

Accounts and notes payable - affiliated companies

     34  

Current maturities of long-term debt - affiliated companies

     60  

Taxes accrued

     41  

Customer deposits

     5  

Other current liabilities

     3  
  

 

 

 

Total current liabilities

     215  
  

 

 

 

Other Liabilities:

  

Deferred income taxes, net

     203  

Regulatory liabilities

     320  

Other liabilities

     45  
  

 

 

 

Total other liabilities

     568  
  

 

 

 

Long-term Debt:

  

Long-term debt - affiliated companies, net of current maturities

     763  
  

 

 

 

Total long-term debt, net

     763  
  

 

 

 

Commitments and Contingencies (Note 6)

  

Member’s Equity:

  

Member’s units (no par value)

     —   

Additional paid-in capital

     931  

Retained earnings

     87  
  

 

 

 

Total member’s equity

     1,018  
  

 

 

 

Total Liabilities and Member’s Equity

   $ 2,564  
  

 

 

 

The accompanying notes are an integral part of these financial statements

 

2


VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF INCOME

(Unaudited)

 

     Three Months Ended
March 31,
 
     2026  
     (in millions)  

Revenues:

  

Utility revenues

   $ 97  

Expenses:

  

Utility natural gas

     4  

Operation and maintenance

     22  

Depreciation & amortization

     22  

Taxes other than income taxes

     15  
  

 

 

 

Total

     63  
  

 

 

 

Operating Income

     34  
  

 

 

 

Other Income (Expense):

  

Interest expense

     (7

Other income (expense), net

     1  
  

 

 

 

Total

     (6

Income Before Income Taxes

     28  
  

 

 

 

Income tax expense

     3  
  

 

 

 

Net Income

   $ 25  
  

 

 

 

The accompanying notes are an integral part of these financial statements

 

3


VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CASH FLOWS

(Unaudited)

 

     Three Months Ended
March 31,
 
     2026  
     (in millions)  

Cash Flows from Operating Activities:

  

Net income

   $ 25  

Adjustments to reconcile net income to net cash provided by operating activities:

  

Depreciation & amortization

     22  

Deferred income taxes

     3  

Changes in other assets and liabilities:

  

Inventory

     (1

Accounts payable

     (26

Other current liabilities

     (17

Other non-current assets

     16  

Other non-current liabilities

     (14
  

 

 

 

Net cash provided by operating activities

     8  
  

 

 

 

Cash Flows from Investing Activities:

  

Capital expenditures

     (43

Increase in notes receivable - affiliated companies

     (47
  

 

 

 

Net cash used in investing activities

     (90
  

 

 

 

Cash Flows from Financing Activities:

  

Decrease in notes payable - affiliated companies

     (29

Proceeds from long-term debt - affiliated companies

     60  

Contribution from parent

     60  

Dividend to parent

     (9
  

 

 

 

Net cash provided by (used in) financing activities

     82  
  

 

 

 

Net Increase (Decrease) in Cash, Cash Equivalents

     —   
  

 

 

 

Cash, Cash Equivalents at Beginning of Period

     1  
  

 

 

 

Cash, Cash Equivalents at End of Period

   $ 1  
  

 

 

 

The accompanying notes are an integral part of these financial statements

 

4


VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CHANGES IN MEMBER’S EQUITY

(Unaudited)

 

     Three Months Ended March 31,  
     2026  
     Units      Amount  
    

(in millions of dollars, except

member’s units)

 

Member’s Units

     

Balance, beginning of period

     100      $  
  

 

 

    

 

 

 

Balance, end of period

     100         
  

 

 

    

 

 

 

Additional Paid-In-Capital

     

Balance, beginning of period

        871  

Contribution from parent

        60  
     

 

 

 

Balance, end of period

        931  
     

 

 

 

Retained Earnings

     

Balance, beginning of period

        71  

Net income

        25  

Dividend to parent

        (9
     

 

 

 

Balance, end of period

        87  
     

 

 

 

Total Member’s Equity

      $ 1,018  
     

 

 

 

The accompanying notes are an integral part of these financial statements

 

5


VECTREN ENERGY DELIVERY OF OHIO,

LLC NOTES TO THE INTERIM FINANCIAL STATEMENTS

(1) Background and Basis of Presentation

Vectren Energy Delivery of Ohio, LLC (the “Company” or “CEOH”), is a public utility that provides energy delivery services to natural gas customers located near Dayton in west-central Ohio. The Company is a direct, wholly-owned subsidiary of CERC Corp. CERC Corp. is an indirect, wholly owned subsidiary of CenterPoint Energy, Inc. CERC Corp. is the sole member of the Company and owns 100% of the Company’s equity interests. The accompanying financial statements are prepared in conformity with GAAP.

On October 20, 2025, CERC Corp. entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH to NFGC. The purchase price is $2.62 billion, which is comprised of the following: (i) $1.42 billion in cash payable to CERC Corp. upon closing of the transaction, subject to adjustments as set forth in the Ohio Securities Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing of the transaction; and (ii) a 364-day seller promissory note, in the original principal amount of $1.2 billion, to be issued by NFGC at the closing of the transaction and payable to CERC Corp. as provided by the terms and conditions of the Seller Note Agreement. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) completion of a notice filing and review with the PUCO; and (iii) customary conditions regarding the accuracy of the representations and warranties and compliance by the parties with their respective obligations under the Ohio Securities Purchase Agreement. The transaction is not subject to a financing condition and will not close prior to October 1, 2026 without the consent of CERC Corp. As of March 31, 2026, the assets included approximately 6,000 miles of transmission and distribution pipeline in Ohio serving approximately 337,000 metered customers. A filing was made on January 9, 2026, notifying the PUCO of the execution of the Ohio Securities Purchase Agreement. PUCO Staff filed comments on May 4, 2026 and recommended imposing certain conditions on the transaction as part of its approval. The case is still pending.

(2) Accounting Policies and Recent Accounting Pronouncements

There have been no material changes in our significant accounting policies from those described in our financial statements as of and for the year ended December 31, 2025.

Recent Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This ASU modernizes the accounting for software costs to adapt to an incremental and iterative software development method. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and may be applied using a prospective, modified prospective or retrospective transition approach. The Company is currently evaluating the impact of this ASU on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures (“ASU 2024-03”). This ASU improves disclosure of a public business entity’s expense by requiring disaggregated disclosure of expenses in commonly presented expense captions. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

 

6


(3) Regulatory Assets and Liabilities

The following is a list of regulatory assets and liabilities reflected on the Company’s Balance Sheet as of the periods presented:

 

     March 31, 2026  
     (in millions)  

Regulatory Assets:

  

Future amounts recoverable from ratepayers related to:

  

Benefit obligations

   $ 1  

Asset retirement obligation

     2  

Net deferred income taxes

     8  
  

 

 

 

Total future amounts recoverable from ratepayers

     11  
  

 

 

 

Amounts deferred for future recovery related to:

  

Infrastructure recovery mechanisms

     51  

Other regulatory assets

      
  

 

 

 

Total amounts deferred for future recovery

     51  
  

 

 

 

Amounts currently recovered through customer rates related to:

  

Infrastructure recovery mechanisms

     288  

Other regulatory assets

     8  
  

 

 

 

Total amounts recovered in customer rates

     296  
  

 

 

 

Total Regulatory Assets

   $ 358  
  

 

 

 

Regulatory Liabilities:

  

Regulatory liabilities related to TCJA

   $ 45  

Estimated removal costs

     265  

Other regulatory liabilities

     10  
  

 

 

 

Total Regulatory Liabilities

   $ 320  
  

 

 

 

Of the $296 million currently being recovered in rates charged to customers, $288 million is earning a return. The weighted average recovery period of regulatory assets currently being recovered in base rates, not earning a return, which totals $8 million, is 2 years. These regulatory assets are being recovered through periodic recovery mechanisms. The Company has rate orders for all deferred costs not yet in rates and therefore believes future recovery is probable.

For further information about the Company’s regulatory matters, see Note 7.

(4) Transactions with Affiliates

Support Services

Affiliates of CenterPoint Energy provide corporate and general and administrative services to the Company and allocate certain costs to the Company. The costs of services have been charged directly to the Company using methods that management believes are reasonable. These methods include usage rates, dedicated asset assignment and proportionate corporate formulas based on operating expenses, assets, gross margin, employees and a composite of assets, gross margin and employees. Affiliates of CenterPoint Energy provide certain services to the Company, including geographic services and other miscellaneous services. These services are billed at actual cost, either directly or as an allocation. These charges are not necessarily indicative of what would have been incurred had CenterPoint Energy’s subsidiaries not been affiliates. Amounts owed for support services at March 31, 2026 are included in Accounts and notes payable - affiliated companies on the Company’s Balance Sheet.

Amounts charged for these services, before considering amounts subject to capitalization, includes the following for the periods presented, which are included primarily in Operation and maintenance expenses the Company’s Statement of Income:

 

     Three Months Ended March 31,  
     2026  
     (in millions)  

Corporate service charges

   $ 12  

Affiliate service charges

     3  

 

7


Cash Management Arrangements

The Company participates in CERC’s money pool through which they can borrow or invest on a short-term basis. As of March 31, 2026 the Company had a net investment in the CERC money pool of $47 million at a weighted average interest rate of 3.74%, included in Accounts and notes receivable - affiliated companies on the Company’s Balance Sheet.

Income Taxes

The Company does not file federal or state income tax returns separate from those filed by CERC or CenterPoint Energy. CERC is included in CenterPoint Energy’s U.S. federal consolidated income tax return. CERC and/or certain of its subsidiaries are also included in various unitary or consolidated state income tax returns with CenterPoint Energy. In other state jurisdictions, CERC and certain subsidiaries continue to file separate state tax returns. Pursuant to a tax sharing agreement and for financial reporting purposes, the Company records income taxes on a separate company basis. The Company’s allocated share of tax effects resulting from it being a part of CERC’s consolidated tax group are recorded at CERC. Current taxes payable or receivable are settled with CERC in cash quarterly and after filing the consolidated federal and state income tax returns. As of March 31, 2026 , the Company had an income tax payable to CERC of $10 million which is included in Taxes accrued in the Company’s Balance Sheet. The Company did not remit or receive any federal or state income tax payments or refunds during the three months ended March 31, 2026.

The Company reported the following effective tax rates:

 

     Three Months Ended March 31,  
     2026  

Effective tax rate (1)

     11

The Company has no unrecognized tax benefits as of March 31, 2026.

Tax Audits and Settlements. CenterPoint Energy files a consolidated federal income tax return that includes results from the Company’s parent, CERC Corp. and its subsidiaries, including the Company. Certain subsidiaries of CenterPoint Energy, including CERC Corp., file state income tax returns in various jurisdictions. Tax years through 2023 have been audited and settled with the IRS for CenterPoint Energy. For the tax years 2024, 2025 and 2026 CenterPoint Energy and its subsidiaries are participants in the IRS’s Compliance Assurance Process.

(5) Borrowing Arrangements and Other Financing Transactions

Debt Transactions

Debt Issuances. In January 2026, the Company issued a $60 million 4.33% Promissory Note due 2031 payable to CERC Corp. Total gross and net proceeds were $60 million, which was used to pay down money pool borrowings.

Money Pool Arrangements. The Company participates in a money pool through which it can borrow or invest on a short-term basis. For further information, see Note 4.

(6) Commitments and Contingencies

(a) Purchase Obligations

Commitments include minimum purchase obligations related to natural gas transportation contracts that do not meet the definition of a derivative.

 

8


As of March 31, 2026, the Company had the following undiscounted minimum purchase obligations:

 

     Natural Gas Transportation  
     (in millions)  

Remainder of 2026

   $ 50  

2027

     43  

2028

     43  

2029

     43  

2030

     43  

Thereafter

     14  
  

 

 

 

Total

   $ 236  
  

 

 

 

(b) Other Proceedings

The Company is involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. From time to time, the Company is also a defendant in legal proceedings with respect to claims brought by various plaintiffs against broad groups of participants in the energy industry. Some of these proceedings involve substantial amounts. The Company regularly analyzes current information and, as necessary, provides accruals for probable and reasonably estimable liabilities on the eventual disposition of these matters. The Company does not expect the disposition of these matters to have a material adverse effect on its financial condition, results of operations or cash flows.

(7) Regulatory Matters

Rate Change Applications

The Company is routinely involved in rate change applications before the state regulatory authority. Those applications include general rate cases, where the entire cost of service of the utility is assessed and reset. In addition, the Company is periodically involved in proceedings in Ohio to adjust its capital tracking mechanisms (e.g. DRR, CEP) and their energy efficiency cost trackers (e.g. EEFR).

The table below reflects significant applications pending or completed during the three months ended March 31, 2026:

 

Mechanism

   Annual
Increase (1)
(in millions)
     Filing
Date
     Effective
Date
     Approval
Date
    

Additional Information

CEP

   $ 12        March 2026        TBD        TBD      Requested an increase of $98 million to rate base for investments made in 2025, which reflects an $11.7 million annual increase in current revenues. A change in (over)/under-recovery variance of $(0.9) million is also included in rates. PUCO selected Blue Ridge Auditing Services, LLC to conduct the audit. An audit report (unredacted) is expected to be filed under seal by PUCO staff on June 30, 2026. CEOH plans to file any proposed redactions to the final audit report by July 7, 2026. The final audit report is expected to be filed with any necessary redactions by PUCO staff on July 8, 2026.

DRR

   $ 10        May 2026        TBD        TBD      Requested an increase of $67 million to rate base for investments made in 2025, which reflects a $9.5 million annual increase in current revenues. A change in (over)/under-recovery variance of $(3.0) million annually is also included in rates.

 

(1)

Represents proposed increases when effective date and/or approval date is not yet determined. Approved rates could differ materially from proposed rates.

(8) Fair Value Measurements

Certain methods and assumptions must be used to estimate the fair value of financial instruments. The fair value of the Company’s long-term debt is considered a Level 2 fair value measurement and was estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments with similar characteristics. The carrying values and estimated fair values of the Company’s long-term debt, including current maturities, were $823 million and

 

9


$784 million at March 31, 2026. Because of the maturity dates of cash and cash equivalents, those carrying amounts approximate fair value. Additionally, accounts receivable and accounts payable carrying amounts approximate fair value. Because of the inherent difficulty of estimating interest rate and other market risks, the methods used to estimate fair value may not always be indicative of actual realizable value, and different methodologies could produce different fair value estimates at the reporting date.

(9) Supplemental Cash Flow Information

The table below provides supplemental disclosure of cash flow information:

 

     Three Months Ended March 31,  
     2026  
     (in millions)  

Cash Payments:

  

Interest, net of capitalized interest

   $ 9  

Non-cash transactions:

  

Accounts payable related to capital expenditures

   $ 2  

(10) Subsequent Events

Management performs a review of subsequent events for any events occurring after the balance sheet date but prior to the date the financial statements are issued. The Company’s management has performed a review of subsequent events through May 8, 2026, the date the financial statements were issued.

 

10