Attached files

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EX-99.1 - EXHIBIT 99.1 - ANNUAL EARNINGS 2017 - PRESS RELEASE - VECTREN CORPa1231178k-exhibit991pressr.htm
EX-99.4 - EXHIBIT 99.4 ANNUAL EARNINGS RELEASE - FLS - VECTREN CORPa1231178k-exhibit994forwar.htm
EX-99.3 - EXHIBIT 99.3 - RECONCILIATION GAAP TO NON-GAAP - VECTREN CORPa1231178k-reconciliationga.htm
EX-99.2 - EXHIBIT 99.2 - ANNUAL EARNINGS 2017 QFR - VECTREN CORPa1231178k-exhibit992qfr.htm

Washington, D.C. 20549


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

Date of Report (Date of earliest event reported) February 20, 2018


(Exact name of registrant as specified in its charter)

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


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

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

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

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

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

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

Emerging growth company   ☐

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

Item 2.02.  Results of Operations and Financial Condition
On February 20, 2018 Vectren Corporation (the Company) announced the Company's results of operations for the three and twelve months ended December 31, 2017 and 2016.  A copy of the press release is furnished as Exhibit 99.1 and the supporting information and schedules are furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Vectren Corporation is the parent company of Vectren Utility Holdings, Inc. (Utility Holdings) and Vectren Enterprises, Inc. (Enterprises).  Utility Holdings is the intermediate holding company of the Company’s three operating public utilities, and Enterprises is the holding company for the Company’s nonutility operations.
In this press release, the per share earnings contributions of the Utility Group, Nonutility Group, and Corporate and Other are presented and are non-GAAP measures.  Such per share amounts are based on the earnings contribution of each group included in Vectren’s consolidated results divided by Vectren’s basic average shares outstanding during the period.  The earnings per share of the groups do not represent a direct legal interest in the assets and liabilities allocated to the groups; instead they represent a direct equity interest in Vectren Corporation's assets and liabilities as a whole.  These non-GAAP measures are used by management to evaluate the performance of individual businesses.  In addition, other items giving rise to period over period variances, such as weather, may be presented on an after tax and per share basis.  These amounts are calculated at a statutory tax rate divided by Vectren’s basic average shares outstanding during the period.  Accordingly, management believes these measures are useful to investors in understanding each business’ contribution to consolidated earnings per share and in analyzing consolidated period to period changes and the potential for earnings per share contributions in future periods. Per share amounts of the Utility Group and the Nonutility Group are reconciled to the GAAP financial measure of basic EPS by combining the two. Any resulting differences are attributable to results from Corporate and Other operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP.

A reconciliation of GAAP to Non-GAAP measures is attached as Exhibit 99.3.

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 99.4.

Item 9.01.    Exhibits.
(d)  Exhibits
Press Release - Vectren Corporation 2017 Results Hit Target, 2018 Earnings Guidance Initiated, Long-Term Growth Targets Affirmed
Supporting Financial Statements and Schedules
Reconciliation GAAP to Non-GAAP
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

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.
February 21, 2018
By: /s/ M. Susan Hardwick
M. Susan Hardwick
Executive Vice President and Chief Financial Officer


The following Exhibits are furnished as part of this Report to the extent described in Item 2.02: