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) April 27, 2006

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), an energy holding company, is holding a teleconference on April 27, 2006, to discuss its first quarter 2006 results. The Company is furnishing slides to be used in the presentation, as Exhibit 99.1, to this Current Report on Form 8-K.

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 furnished 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 27, 2006
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick Vice President and Controller

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	Slide Presentation
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

Jerry Benkert – EVP and CFO

Carl Chapman – EVP and COO

Ron Christian –EVP, General Counsel and CAO

First Quarter 2006 Results

Conference Call and Webcast

April 27, 2006 – 3:00 pm ET

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, 2006.

Co

Vectren Corporation

ntact:

Steven M. Schein

VP – Investor Relations

812-491-4209

sschein@vectren.com

Strong 1^st Quarter Results

Ø

Strong business unit performance – Utility and Nonutility

Ø

Warmer than normal weather

–

NTA mitigates weather impact on ~ 60% to 65% of gas heating load

Ø

High gas prices

–

Average cost per Dth for 3 months ended Mar. 31 @ $10.64 compared to $7.29

in same 2005 period.

Ø

Results in line with expectations

–

Synfuels 1^st quarter reserve of $0.03 EPS

 

Vectren Corporation 

Vectren North

(Indiana Gas)

Vectren South

(SIGECO) - Gas

Vectren Utility

Holdings Inc.

Vectren Energy

Delivery of Ohio
(VEDO)

Vectren

Enterprises

Energy

Marketing and
Services

Mining

Operations

Energy

Infrastructure
Services

Vectren South

(SIGECO) –
Elec.

Net Income By Business Unit

Ø

Vectren results excluding synfuels improve $3.9 million ($0.05 per share)

Ø

Utility operations decline $4.7 million

–

Lower volumes of gas sold due to customer response to high energy prices

–

Lower wholesale power results as a result of 2005 mark to market gains

Ø

Nonutility earnings increase $7.7 million

–

Another strong quarter of nonutility earnings growth with each business group

contributing earnings growth over 2005

Positioned for the Future

Ø

$110 Multi-pollutant order received in February

–

Ensures Vectren’s generating fleet will be 100% scrubbed for SO2

and 90% for NOx

Ø

Conservation-oriented rate tariffs and energy efficiency

programs under review

–

Settlement on file and in front of Ohio Commission

–

Indiana settlement dialogue in progress

Ø

ProLiance gas supply agreement approved

–

Extends service agreement to Indiana utilities until 2011

Ø

Exercised option on additional Indiana coal reserves

–

80 million tons of recoverable coal

Ø

Earnings guidance for Vectren, inclusive of reduced

synfuels

–

$1.65 to $1.80

Ø

Expected 2006 Synfuels-related contributions

–

$0.04 to $0.05

Utility Operations

Ø

Reduced gas margins result of higher gas prices and

warm weather

Ø

Conservation-oriented tariffs expected to offset

margin loss from customer response to high gas
costs

Ø

Normal Temperature Adjustment (NTA) in Indiana

Ø

2006 mark to market reduced wholesale power

marketing margins $2.7 million

Ø

O & M flat quarter over quarter

Ø

Depreciation reflects increased capital expenditures

Ø

Short-term interest rates slightly higher than

expected

Net Income

3 months ended March 31

Energy Marketing & Services

Ø

ProLiance – wholesale gas

marketing

–

Volatility in gas prices continued;

margin per Dth increased 80%+
over 2005

–

Earnings driven by storage

optimization opportunities

–

Storage transaction volume growth

of 3 Bcf or 10% over 2005

Ø

Source – retail gas marketing

–

Customer count approaching

150,000

–

Conservatively hedged for weather

due to unprecedented gas costs

Net Income & Tons Mined

3 Months ended March 31

Coal Mining Operations

Ø

Mining operations reflect

improved pricing and
increased tax benefits from
depletion

Ø

Operational costs increases

in steel, diesel, and
explosives offset by
increased revenue per ton

Ø

Slight decline in tons mined

due to timing of highwall
mining

Ø

90+% of 2006 production

contracted at fixed prices

New Mine Project Summary

Ø

Reserves located 8 miles north of Vincennes in Knox County,

Indiana

Ø

Located within 50 miles of 8 coal-fired plants and adjacent to

mainline rail service

Ø

Two mines, 80 million tons

Ø

Projected coal quality:  11,200 BTU; 6 lb Sulfur

Ø

Expect to mine 5 million tons annually

Ø

Creates 425 mining jobs

Ø

Estimated 2 ½ years for land acquisition, permitting, rail access

and mine development

Ø

Replaces 1+ million tons of Cypress Creek coal in 2009

Ø

Mine development and equipment costs estimated at $125 million

Glen Ayr/Oaktown Project – Location Map

§

§

§

Ø

Reliant Services gas

construction

–

Lower seasonal loss of $0.4

million compared to $1.0 million
in 2005

–

Improved earnings driven by

Miller Pipeline’s gas construction
division with large pipeline
projects in 1^st quarter

–

Additional large pipeline projects

started in the 2^nd quarter

–

Currently mobilizing crews to

new territories; geographic
expansion with acquisition of a
small construction company

–

Expect Q2 YTD profitability

Energy Infrastructure Services

Ø

ESG Performance Contracting

–

Lower seasonal loss of $0.8

million compared to $1.1 million
in 2005

–

Q1 2006 ending backlog

increased to $51 million from
$19 million in 2005

–

Over 50% of projects in backlog

are for schools and colleges
which are generally monetized in
the 2^nd and 3^rd quarters

–

Johnson City, TN landfill project

construction in progress for
mid-year operation

–

Expect Q2 YTD profitability

2006 Synfuels Outlook

Ø

Synfuels tax benefits expire at end of 2007

Ø

Current stock price reflects synfuels sunset

Ø

Credits are expected to phase out ratably with NYMEX prices

from approximately $60 to $74 per barrel

Ø

Approximately one third of expected tax credits are insured in

2006

Ø

Reserved $2.3 million 1^st quarter to reflect possible phase

out of tax credits earned in 1^st quarter

Ø

Tax legislation is being considered that would eliminate

phase out risk for 2006 but could increase the risk in 2007

Ø

AMT credit carryforward of approximately $47 million

Ø

Investment balance of $7.2 million is not currently impaired

$255

$373

$354

$435

$372

$270

Capital Expenditures and Investments

Major Utility Expenditures

Ø

Environmental Compliance

–

$230 million

Ø

Coal Fired Generation

–

$225 million

Ø

Bare Steel/Cast Iron

–

$170 million

Major Nonutility

Ø

Midstream Assets

Ø

Coal Reserves

Reconciliation of EBITDA to Net Income

Ø

Enterprise Value at December 31, 2005 @ $3.6 billion

–

Net Debt @ $1.5 billion

–

Market Capitalization @ $2.1 billion

Ø

Enterprise Value to EBITDA @ 8.5x

Ø

Enterprise Value to EBITDA (excluding synfuels) @ 8.2x

Ø

Expected synfuels-related

contribution reduced given
uncertainty

–

$0.04 to $0.05

Ø

Expected earnings excluding

synfuels unchanged

Ø

Most significant assumptions

–

Normal weather

–

High gas costs remain

–

Conservation tariffs achieved

–

Expected conversion of

backlog and construction
revenue at ESG and Reliant

–

Synfuels uncertainties

2006 EPS Guidance

46 Consecutive Years Increased

Dividends Paid

Vectren = Long-term Shareholder Value

Ø

Supportive Regulation

–

Multi-pollutant

–

NTA

–

ProLiance service agreement

–

Conservation-oriented rates

Ø

Consistent Dividend Policy

–

3.4% increase December 2005

–

$1.22 annualized rate

–

55% to 65% target payout

–

85%+ funded from utility

Ø

Long-term growth objectives

–

EPS growth greater than 5%

–

Total return between 9 to 9½%

EX-99.2

Ex 99.2

Forward-Looking Information

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 or regulatory 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 broadband strategies.

·   Direct or indirect effects on the Company’s business, financial condition or liquidity resulting from achange 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, 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 legislature requirements, such as changes in tax laws or rates, environmental laws and 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.