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) December 13, 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:

¨ 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), an energy holding company, has issued an invitation to participate in a conference call to discuss fiscal year 2006 results and provide its initial 2007 earnings guidance. The conference call will be held at 10:00 a.m. Eastern Time on December 14, 2006. The call-in number is 1-800-946-0774, ID# 4085527. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Slides to be presented during the conference call are attached as Exhibits 99.2 and 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.

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.
December 14, 2006
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick Vice President and Controller

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Vectren Corporation 2006 & 2007 Earnings Guidance Press Release
99.2	Vectren Corporation 2006 & 2007 Earnings Guidance Presentation
99.3	Vectren Corporation 2006 & 2007 Earnings Guidance Appendix
99.4	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

Exhibit 99.1

NEWS    
RELEASE    

   Vectren Corporation 

   P.O. Box 209

Evansville, IN 47702-0209

December 13, 2006

FOR IMMEDIATE RELEASE

Investor Contact: Steve Schein - (812) 491-4209 or sschein@vectren.com

Media Contact: Mike Roeder - (812) 491-4143 or mroeder@vectren.com

Vectren Issues Initial 2007 Earnings Guidance

EVANSVILLE, Indiana - Vectren Corporation (NYSE: VVC) today announced earnings guidance for 2007 of $1.65 to $1.80 per share of common stock. This does not include any potential earnings from the Company’s Section 29 investment in Synfuels which is presently estimated to be between $0.09 and $0.11 per share. Additionally, the company announced it expects to report 2006 earnings of $1.44 to $1.49 per share of common stock. This includes a synfuel related loss of ($0.04) to ($0.05), and the recently announced settlement charge of ($0.09) related to a lawsuit between Vectren’s joint venture gas marketer, ProLiance Energy, LLC, and the municipal gas utility for the City of Huntsville, Alabama.

“Our 2007 earnings guidance from Vectren operations of $1.65 to $1.80 represents a significant improvement over 2006. The 2007 guidance is in line with street expectations and illustrates the improving utility earnings and continued strength of our nonutility businesses while providing a stronger base that supports our goal of growing earnings by an annual average of 5% or more,” said Niel C. Ellerbrook, Vectren Chairman, President and CEO.

Ellerbrook added, “Our utility businesses will benefit from new rate design and conservation program orders recently implemented for our Ohio and Indiana North gas utility territories that enable us to help our customers lower their gas bills by promoting reduced consumption. The new rate design is in effect for approximately 90% of our gas customers and provides for the recovery of substantially all of the costs found to be appropriate in prior rate cases while at the same time authorizing comprehensive programs designed to help customers lower their bills by using less gas commodity. Our existing normal temperature adjustment in Indiana, implemented in October 2005, will help to continue to mitigate any impact from the recent trend of winters which have been warmer than the 30 year average. Additionally, Indiana South gas and electric rate increases expected late summer of 2007 will help us earn our authorized returns and provide earnings growth in 2007 and beyond.”

“On the nonutility front, we have strengthened our three primary businesses. Expansion of ProLiance’s year end storage capacity by over 25%, a full year of more efficient high wall mining at our Cypress Creek mine and 100% ownership of Miller Pipeline will all benefit 2007. In addition, we eliminated risk and narrowed our focus through the recently completed sale of our broadband investment and hedging our synfuels tax credits,” said Ellerbrook.

Utility Group

Our utility group is expected to contribute 2006 earnings per share in the range of $1.17 to $1.19, down from $1.26 in 2005. The decrease in 2006 is primarily attributable to a decline in average use per customer along with increased depreciation and interest expense. Operation and maintenance expenses are expected to increase less than one percent.

The utility group is expected to contribute $1.20 to $1.30 earnings per share in 2007, an improvement of approximately 6% over 2006. Improved utility margins will reflect the benefits of a full year of conservation/decoupling recovery, incremental returns on environmental expenditures and expected gas and electric base rate relief in late summer of 2007. The margin increases will be somewhat offset by depreciation expense related to new plant placed in service.

Nonutility Group

Exclusive of synfuel related earnings, our nonutility group is expected to contribute 2006 earnings per share in the range of $0.32 to $0.34, down from $0.49 in 2005. The decrease in 2006 is primarily attributable to lower ProLiance earnings due to recording the Huntsville litigation settlement and a decline in third and fourth quarter operating margins. Margins for the same periods in 2005 were extraordinarily high as the result of volatile gas prices following hurricane Katrina. In addition, 2005 contains a $0.05 after tax gain related to the sale of an investment by Haddington Energy Partners.

Exclusive of synfuel related earnings, our nonutility group is expected to contribute $0.43 to $0.53 earnings per share in 2007, a substantial improvement over 2006. The 2007 increase relates to continued growth at all three primary business units.

Synfuels

Since the opportunity for synfuel related earnings end with calendar 2007, the company has excluded synfuel related results from its 2007 earnings guidance. Given hedges in place, the company expects 2006 synfuel related results to be a loss of ($0.04) to ($0.05) per share, compared to an earnings contribution of $0.15 in 2005. After reflecting the expected effects of hedging, synfuel related earnings are expected to be $0.09 to $0.11 per share in 2007.

Live Webcast on December 14, 2006

Vectren management will provide further details during a conference call with financial analysts on Thursday, December 14, 2006 at 10:00 a.m., EST. To participate in the call, analysts are asked to dial 1-800-946-0774, and present the conference call ID# 4085527.

All interested investors may listen to a live audio-only webcast accompanied by a slide presentation which will be available on Vectren’s website, www.vectren.com, by choosing the “2007 Earnings Guidance Webcast” icon located on the right-hand side of the page. A replay of the webcast will be made available at the same location approximately two hours following the conclusion of the meeting. A replay of the conference call will also be available via phone through December 18, 2006. The phone replay may be accessed by dialing: 1-888-203-1112, reference number 4085527.

About Vectren

Vectren Corporation is an energy holding company headquartered in Evansville, Indiana. Vectren's energy delivery subsidiaries provide gas and/or electricity to more than one million customers in adjoining service territories that cover nearly two-thirds of Indiana and west central Ohio. Vectren's nonutility subsidiaries and affiliates currently offer energy-related products and services to customers throughout the Midwest and Southeast. These include gas marketing and related services; coal production and sales; and energy infrastructure services. To learn more about Vectren, visit www.vectren.com.

EX-99.2

Exhibit 99.2

2006 & 2007 Earnings Guidance

December 14, 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, 2006.

Contact:

Vectren Corporation

Steven M. Schein

VP – Investor Relations

812-491-4209

sschein@vectren.com

2007 EPS Growth

Ø

Indiana/Ohio conservation orders in

place full year

Ø

South electric and gas rate cases

implemented in late summer

Ø

~ 8% growth in Operations EPS –

excluding settlement between
ProLiance and Huntsville

Earnings Guidance

2006 EPS

Ø

Initial Guidance

–

Vectren Operations - $1.59 to $1.78

–

Synfuels -  $0.16 to $0.17

–

Total - $1.75 to $1.95

Ø

Nonrecurring Items

–

Synfuel loss – ($0.04) to ($0.05)

–

ProLiance/Huntsville Settlement – ($0.09)

Ø

Decoupling/conservation orders in place in Indiana and Ohio

–

Incremental margin impact of $8 to $12 million depending on average

customer use

Ø

2006 O & M savings of $1.5 million related to AMT project

–

Continued implementation of Asset Management Transformation (AMT)

project designed to reduce costs by $9 million annually by 2010

Ø

Expanded ProLiance gas storage

–

5 Bcf of Liberty Gas Storage capacity to be fully operational in 2007

–

Invested in additional capacity near Liberty Gas Storage and leased storage

from Texas Gas & Heartland Pipeline

Ø

Acquired access to 80 million tons of coal reserves

–

2 underground mines to be fully operational by 2011

Ø

Continued to narrow focus of nonutility businesses

–

Acquired 100% of Miller Pipeline, exited meter reading and line locating

businesses and sold broadband investment

Doing What We Said

Ø

Recent regulatory approvals

–

Timely recovery of environmental expenditures – Senate Bill 29

•

NOx - $255 million – Aug 2001

•

Multi-pollutant - $110 million – Feb 2006

–

Normal Temperature Adjustment – Indiana – Oct 2005

–

ProLiance service agreement extended through 2011 – Apr 2006

–

Ohio Conservation/Decoupling order – Sep 2006

–

Indiana Conservation/Decoupling order – Dec 2006

Ø

Current regulatory initiatives

–

South gas and electric rate cases filed – Sep 2006

•

Expect orders to be in place late summer 2007

•

Settlements achieved last 3 gas rate cases

Equitable Regulatory Environment

Conservation Orders In Place

Ø

align u

Indiana and Ohio Commissions approved Vectren rate mechanisms that

tility and customers by promoting conservation

–

IURC approval on December 1, 2006 – North gas territory – 550,000

customers

–

PUCO approval on September 13, 2006 – Ohio gas territory – 315,000

customers

–

Expect approval for South gas territory via base rate filing – 110,000

customers

Ø

Comprehensive conservation programs to benefit customers in Indiana

and Ohio

Ø

New conservation oriented rates designed to stabilize gas utility gross

margin from declining usage by providing Vectren the opportunity to
recover the costs approved in last rate orders

–

Actual customer usage will be compared to average use per customer (AUPC)

approved in last general rate order

–

The difference between actual AUPC (weather normalized) and approved

AUPC will be recognized as margin recovered or to be refunded

Ø

2006 decline in residential AUPC ~ 14% from last rate cases

Ø

2007 estimated incremental revenue between $8 and $12 million

Future Presents Opportunity

Ø

Growing gas and electric utility

–

5% rate base growth

Ø

Equitable regulatory decisions

–

Conservation tariffs in Indiana & Ohio

–

NTA in Indiana

–

Senate Bill 29 recovery of environmental expenditures

Ø

Successful nonutility operations

–

3 business segments - closely linked to core utility operations

–

3 year CAGR of over 18%

–

Targeted future growth of 10%+ achievable

Ø

Strong financial profile

–

S&P: A-  and  Moody’s: Baa1

Ø

Superior dividend record

–

47 consecutive years increased dividends - 12/1/06 increase of 3.3%

Ø

Attractive total shareholder return

–

Target 9 to 10%

2007 Utility Outlook

Ø

~ 6% EPS growth in utility operations

Ø

5 year rate base growth - 5% CAGR

Ø

Conservation/Decoupling orders stabilize earnings & reduce risk

Ø

Rate increases for Indiana South gas and electric territories by

late summer

Ø

Rate increases and progressive regulatory approaches will be

pursued to achieve allowed returns at each utility  

Ø

South Electric Rate Relief

–

Pre-hearing conference estimated order date - September 11, 2007

–

2007 Margin impact - $7 to $11 million

–

FERC approved rates for new transmission expenditures

–

Proposed 50/50 sharing above or below $10.5 million Wholesale Power

Marketing margin

–

Senate Bill 29 recovery expected to continue

Ø

South Gas Rate Relief

–

Pre-hearing conference estimated order date - August 1, 2007

–

2007 Margin impact - $3 to $4 million

–

Conservation/Decoupling mechanism to be implemented

–

Bare steel/Cast iron tracker for new expenditures

2007 Rate Relief Effective Late Summer

2007 Gas Utility Margin Growth

Key Assumptions

Ø

Indiana and Ohio Conservation/Decoupling orders in place in 2006

Ø

South gas rate case & decoupling achieved in late summer

Ø

NTA in place in Indiana, normal weather in Ohio

–

~ $400,000 of margin at risk per +/- 1% of normal HDD

Ø

Residential customer growth ~ 1%

Ø

Large customer margins flat year over year

2007 Electric Utility Margin Growth

Key Assumptions

Ø

Continued recovery of Senate Bill 29 environmental expenditures

Ø

South electric rate case achieved in late summer

Ø

Normal weather

–

~ $100,000 of margin at risk per +/- 1% of normal HDD

–

~ $300,000 of margin at risk per +/- 1% of normal CDD

Ø

Residential customer growth ~ 1%

Ø

Large customer margins flat year over year

2007 Other Utility Projections

Key Assumptions

Ø

O & M growth below 3%

Ø

Depreciation ~ 8% - growing capital expenditures plus amortization

Ø

Interest ~ 3% - higher short-term debt balances

Ø

Effective tax rate for 2007 ~39%

Ø

Earnings growth based on significant capital expenditures

–

Timely recovery through rate relief or tracking

–

Rate base grows at 5% CAGR through 2011

Ø

Senate Bill 29 recovery for multi-pollutant continues and expected for

new generation

Ø

Requesting tracking recovery of Bare steel/Cast iron programs

VUHI Capital Expenditures

5.2% Rate Base Growth

VUHI Capital Structure

Common

Equity

Long-Term Debt

45%

45%

10%

2006

Estimate

1) Includes customer deposits, ITC,

deferred taxes and other.

Other ¹

2006 Rate Base ($mm)

North - Gas$   761

Ohio - Gas

$   257

South - Gas$   119

South - Electric

$1,018

Growing Rate Base (2006-2011)

Ø

Disciplined growth

Ø

Reinvest earnings in primary businesses

Ø

Develop gas storage opportunities

Ø

Develop and market new coal reserves

Ø

Grow Energy Infrastructure Services

Ø

Target 10%+ annual growth from key operating companies

Proven Success with Operating Companies

Ø

Grow leased or owned storage capacity

–

Added 2 Bcf of seasonal storage for winter of ’06-’07

–

Will add 6 Bcf high deliverability storage plus another 4 Bcf of seasonal

storage for the winter of ’07-’08

–

Hedged storage spreads for winter of ’06-’07 exceed expectations

–

20% of seasonal summer/winter spreads ’07-’08 are currently hedged

Ø

Invest in gas midstream assets

–

Heartland Gas Pipeline started service in late ’06

–

Liberty Gas Storage Phase I to be completed in the 2^nd quarter of ’07

–

Liberty expansion in planning stage and expected to be filed with FERC in

’07

Ø

Grow wholesale and retail gas marketing business

–

Number one ranking in ’06 Mastiogale annual customer satisfaction survey

–

~95% customer retention in ’06

ProLiance Energy

Ø

Grow revenue

–

90+% of coal is pre-sold for ’07

–

4 to 5% average price increase in ’07 locked in

–

Mine an additional 200,000 tons in ’07

Ø

Manage costs

–

40+% of diesel fuel planned for ’07 is hedged below average ’06 costs

–

Full year of more efficient high wall mining at Cypress Creek in ’07

Ø

Develop new mines

–

Expect permit approvals to build out Oaktown Fuels Mines #1 and #2 in

’07

–

Planning to break ground for new mines in late ’07

–

Expect new production to start in ’09, reaching 5 million tons per year by

2011

–

With Prosperity Mine continuing and Cypress Creek depleted, total annual

production will reach 8 million tons

Mining Operations

Ø

Grow performance contracting (construction) business

–

Record sales year in ’06 will lead to record year-end backlog of $65+ million

–

New offices adding business in the Mid-Atlantic and South

–

Continued focus on energy conservation in the public sector will continue

Ø

Grow operations business

–

Added new operating agreement with Baltimore Public Schools in ’06

–

Negotiating for two new large operating agreements to become effective in

’07

–

Use operating agreements to facilitate repeat performance contracting

business

Ø

Grow renewable energy business

–

Completed landfill gas project in Johnson City, TN in late ’06

–

Right to develop sizable landfill gas project in the southeast for ’08

production

–

Acting as project manager for waste to energy project in St. Lucie County, FL

Energy Systems Group

Ø

Grow through acquisition

–

Completed purchase of remaining 50% of Miller from Duke Energy in ’06

–

Made two small Midwestern acquisitions in ’06

–

Look for additional small complementary acquisitions

Ø

Grow through existing customer penetration and territory expansion

–

Entered new market segments for two large East Coast customers

•

Construction of new mains and services and cast iron replacement

–

Adding distribution maintenance crews in the East and South

–

Continued focus on transmission construction

Ø

Positioned to grow through aging infrastructure replacement

–

Bare steel and cast iron replacement programs

–

Mandated pipeline and likely distribution integrity programs

–

EPA mandated upgrades in storm and waste-water sewer systems

Miller Pipeline

Synfuels

Ø

Manage oil price risk

–

’07 is the last year for the synfuel tax credit

–

Hedged 100% of planned ’07 production using call spreads

–

“Mark to market” accounting on spreads could impact timing

of earnings recognition

–

Variability of earnings predicated upon price paid per tax

credit which is impacted by the phase out range, inflation
factor, and actual production volumes

Ø

Reinvest earnings into existing operating companies

Ø

Look for opportunistic acquisition opportunities

Ø

Includes $125 million for the start up of new mines

Ø

Excludes payments for synfuel tax credits

Nonutility CapEx and Investments

Ø

5% rate base growth

Ø

~90% gas margin subject to conservation tariffs

Ø

~65% gas margin subject to NTA

Ø

~50% of electric Cap Ex expected to be recovered under Senate Bill 29

Ø

Nonutility 3-yr CAGR of over 18%

–

Business Environment and outlook for EMS, CM and EIS are all good

Ø

S&P : A-  and  Moody’s : Baa1

Ø

47 Consecutive years of increased dividends paid

–

12/1/06 increase of 3.3%

Ø

Average annual EPS growth of 5% or more

2006 & 2007 EPS Guidance

EX-99.3

Exhibit 99.3

2006 & 2007 Earnings Guidance

December 14, 2007

Appendix

Natural Gas:

990,000

customers

Electric:

140,000

customers

ProLiance

Energy

Vectren Source

Energy

Energy Systems Group

Miller Pipeline

Vectren Fuels

Energy Marketing &

Services

Energy Infrastructure

Services

Coal Mining

Vectren Today - NYSE: VVC

Utility Strategies

Ø

Grow Rate Base

Ø

Achieve Decoupling / Conservation

Oriented Tariffs

Ø

Achieve Timely Rate Relief

Ø

Manage Capital Structure

Ø

Manage O&M

Ø

Earn Allowed Return

Nonutility Strategies

Ø

Reinvest Earnings in Core Businesses

Ø

Invest in Gas Storage Assets

Ø

Develop and Market New Coal Reserves

Ø

Grow Energy Infrastructure Services

Positioned For Growth

Ø

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

Provide a total return to

shareholders of 9 to 10%

NOTE: Ownership Percentage in ( )

* Sale of Vectren’s interest in Broadband closed Nov. 30, 2006.

Vectren

Corporation

Vectren Utility

Holdings Inc.

Vectren

Enterprises

Energy Marketing

and Services

Coal Mining

Other

Businesses

Energy

Infrastructure
Services

ProLiance

Energy (61%)

Sou

Vectren

rce

Coal Mining

Operations

Synfuels

Miller Pipeline

Other

Haddington

Energy (13%)

Broadband *

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

Corporate Structure

Business Segment Earnings & EPS

Dividends Paid

Strong Dividend Growth

Ø

47 Consecutive years with increased dividends paid 

Ø

3.3% increase payable Dec. 1, 2006

Ø

Current Annualized Dividend - $1.26

Ø

65% +/- target payout

Strong Credit Ratings

Major Credit Facilities

Ø

ProLiance Standalone Credit Facility

–

$300 million base

–

$100 million surge

VUHI – Vectren Utility Holdings

Capital – Nonutility holding co.

As of 9/30

2005

2006

$350

$255

$515

$255

Liquidity

Utility Territory

Net Operating Income

Gas

Electric

47%

53%

12 months

ended 9/30/06

$141.8

Million

Utility Business - Energy Delivery

Ø

Quality assets and operations

Ø

Over 1.1 million customers

Ø

Reinvest and grow rate base – 5% CAGR

Ø

Periodic rate increases required to achieve

adequate returns on capital

Overview

Vectren provides reliable delivery service to 140,000

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 990,000 natural gas customers,
including 560,000 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

Energy Delivery

Percentages calculated using large customer 2007 budgeted volumes

Large Gas & Electric Customers

F.B. Culley

A.B. Brown

Utility Business - Power Supply

Generation Portfolio

Ø

Coal-fired base units – 1,056 MW

–

Burns 3+ million tons of coal annually

–

Affiliate agreements in place for 90%

of coal needs

–

80% scrubbed for SO2 and 90% for NOx

–

Culley #1 46MW to be decommissioned

12/31/06

–

Additional 125 MW required

Ø

Gas-fired peak-use turbines – 295 MW

Wholesale Power Marketing

Ø

Functions within the regulated electric utility

operation

Ø

Markets surplus power from generating units

through MISO

Ø

Maximum approved VaR is $1.5 million

–

2006 peak was $560,000

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.

Wholesale Power Marketing

–

Functions within the regulated electric utility

operation

–

Markets surplus power from generating units

through MISO

–

Maximum approved VaR is $1.5 million

–

Maximum VaR in 2006 was $560,000

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

6 coal-fired base units – 1,056 MW

–

Brown – 2 units, 500 MW

–

Culley – 3 units, 406 MW

–

Warrick – 1 unit, 150 MW

–

Burn approximately 3 million tons of coal

annually

Ø

Culley #1 – 46 MW to be decommissioned

12/31/06

Ø

6 natural gas peaking units – 295 MW

Ø

Member of Midwest Independent Transmission

System Operator (MISO)

Ø

Has 6 interconnects

Power Supply

Tracking Investment & Margin

Recovery

Ø

NOx Compliance Expenditures

–

All $255 mm of project costs currently included in rates

–

8% return on capital invested

–

Recovery of related O&M and depreciation expense

Ø

Multi-pollutant Expenditures

–

Filed with IURC in May 2005

–

Settlement with Consumer Counselor filed October 20, 2005

•

$110 mm expenditure

•

7.98% return on capital invested

•

Recovery of related O&M and depreciation expense

•

Adjusted every 6 months

–

Commission order received February 22, 2006

Ø

Normal Temperature Adjustment

–

Implemented in Indiana October 2005

–

Impacts ~65% of gas heating load during October-April

–

Adjusts distribution charge monthly for normal weather

Ohio Decoupling/Conservation Order

Ø

Approved September 13, 2006

Ø

Rate mechanism that aligns utility and customer by supporting

conservation

–

Creation of additional conservation programs for low-income customers

–

Two year program - $2.0 million Vectren contribution

Ø

Sales Reconciliation Rider (SRR)

–

Recovers 100% of difference between weather normalized actual base

revenues and the base revenues approved in the last rate case, as adjusted
for customer additions (residential and general service customers)

–

The differences calculated monthly, deferred without carrying costs,

subsequent recovery via SRR, to be recovered over annual tracker filed each
November 1st

–

SRR will be implemented October 1, 2006

Indiana Decoupling/Conservation Order

Ø

Approved December 1, 2006

Ø

Five year program

–

1^st  year Vectren administers program and fronts up to $1.5 million

–

Years 2-5 independent administrator with annual program costs

approximately $4.5 million, collected from customers through Energy
Efficiency Rider (EER)

Ø

Sales Reconciliation Component (SRC) recovers margin difference

–

For Vectren North, recovers 85% of difference between weather

normalized actual base revenues and the base revenues approved in last
rate case, as adjusted for customer additions (Vectren North residential
and general service customers; for Vectren South SRC approved, but not
effective until order received in next rate case)

–

The margin differences calculated monthly, deferred without carrying

costs, subsequent recovery via SRC, to be recovered over annual tracker

Gas

Ø

Increase - $10.4 million

Ø

ROE - 11.75%

Ø

Equity ratio - 47%

Ø

Rate Base - $118.5 million

Ø

NOI - $9.4 million

Ø

Decoupling/Conservation

Adjustment

Ø

Bare Steel/Cast Iron Replacement

Tracker

Electric

Ø

Increase - $76.7 million

Ø

ROE - 12.00%

Ø

Equity ratio - 47%

Ø

Rate Base - $1,017.8 million

Ø

NOI - $82.2 million

Ø

FERC return/periodic recovery on

new transmission investments

Ø

Environmental recovery under

Senate Bill 29 expected to continue

Petitioner’s

Case-in-
Chief

 Settlement

Hearing

OUCC &

Intervenors’
Proposed
Orders

Petitioner’s

Reply

Order

1^st Hearing

2^nd Hearing

9/1/06

2/20/07

12/11/06

4/12/07

Gas  Case

Electric Case

6/11/07

5/24/07

+/- 3

months

9/1/06

2/15/07

12/4/06

3/7/07

5/1/07

4/20/07

+/- 3

months

Procedural Timeline

Summary of South Rate Filing

Summary of Past Rate Orders

Earnings Per Share

(EMS, CM & EIS)

Vectren Enterprises

ProLiance

Energy

Vectren

Source

Energy

Marketing and
Services (EMS)

Coal Mining

Operations

(CM)

Miller

Pipeline

Energy

Systems
Group

Energy

Infrastructure
Services (EIS)

Cypress

Creek Mine

Prosperity

Mine

Nonutility - The Right Businesses

Ø

Nonutility Business Strategy

–

Right businesses at the right time

–

Focus on operating companies

–

Grow through reinvestment

–

Target 10+% annual growth

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

90+ BCF of gas storage either owned or under

management .

Ø

Asset ownership in 3 storage fields (White River, Lee

8 and Liberty).

Ø

Owner and developer of two intra-state 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.

Ø

70%+ of volume with 3rd-party customers including

over 1,300 commercial and industrial.

Ø

Balanced book approach - VaR capped at $2.5

million

Ø

Stand alone $300 million credit facility plus $100

million surge line.

Ø

Expected 2006 Unconsolidated Revenues (000s):

  $3,000,000.

Ø

Total Investment 9/30/06 (000’s):  $131,000.

Pipeline Access

ANR

Columbia Gas

Columbia Gulf

Midwestern Gas

Panhandle Eastern

Southern Natural

Tennessee Gas

Texas Gas

Texas Eastern

Trunkline Gas

ProLiance Energy

Liberty

Expansion

Cameron

LNG

Creole

Trail
LNG

2012

9.55 BCF/day

In

Developm
ent

Expansions

2009

5.9 BCF/day

Existing/Under

Construction

New LNG Supply

& Proposed

ProLiance - Liberty Storage Map

Liberty Gas Storage

Ø

Sempra Pipeline &

Storage (75%) and
ProLiance (25%)

Ø

Announced 5/16/05

Ø

17 Bcf underground gas

storage capacity

Ø

ProLiance 5 Bcf under

contract

Ø

Finalizing construction

Ø

Partially operational late

Q4 2006

Liberty Expansion

Ø

Sempra Pipeline &

Storage (75%) and
ProLiance (25%)

Ø

Announced 9/12/06

Ø

10-12 Bcf of potential

natural gas storage
capacity

Ø

FERC approval required

Vectren Source

Ø

Founded in 2001 as retail gas marketer in “Choice

States”

–

Provides natural gas and related services to over

165,000 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

Expected 2006 Revenue (000’s):  $170,000.

Ø

Total Assets 9/30/06 (000’s):  $32,000.

Annual Tons

Ø

Prosperity Mine

–

Underground mine – mid-sulfur 3.3

lbs

–

~33 mm tons of reserves at

12/31/06

–

Mines ~3 mm tons per year

Ø

Cypress Creek Mine

–

Surface mine – high-sulfur 7.5 lbs

–

~3 mm tons of reserves at 12/31/06

–

Mines ~1.4 mm tons per year

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 36 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

Expected 2006 Revenues (000s):  $163,000.

Ø

Total Assets 9/30/06 (000’s):  $128,000.

Oaktown Mines Project

Ø

Two Mines – 80 mm tons of reserves

Ø

Located 8 miles north of Vincennes, IN

Ø

Competitive location to minimize transportation

costs

–

Within 50 miles of 8 coal-fired plants

–

Adjacent to mainline rail service

–

Within 10 miles of proposed Duke/Vectren

IGCC plant

Ø

Coal quality – Projected high-sulfur 6.0 lbs

Ø

Land acquisition, permitting, rail access and

mine development estimated at 2 ½ years

Ø

Mine development and equipment costs

estimated at $125 mm

Ø

425 new mining jobs

Ø

~5 million tons mined annually when fully

operational

Wabash River

Newton (S)

Gibson (SU)

Edwardsport

Merom (S)

Hutsonville

Petersburg (S)

Ratts

Prosperity

Glen Ayr/Oaktown

Rockport

Henderson (S)

Brown (S)

Warrick (SU)

Culley (S)

Vincennes

Washington

Evansville

(S)  Scrubbed plant

(SU) Scrubber under

        construction

Power plant

Mine site

Indiana Southern

   Rail Road

CSX Rail Road

Cities

Legend

Building Performance with Energy

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 9/30/06:  $44,000

Miller Pipeline Corp

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:  1,200

employees

Ø

Gas Pipeline Construction and Repair

–

Expand work in cast iron and bare steel

replacement

•

Pipeline Integrity Act

•

Pending Distribution Integrity Act

Ø

Expected 2006 Revenues (000s):  $145,700.

Ø

Total Assets 9/30/06 (000’s):  $108,000.

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 $50 million as of December 31, 2005

Ø

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

–

Fully hedged 2006 expected production to minimize exposure/opportunity

–

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 loss of ($0.04) to ($0.05) per share related to

2006 production and net income of $0.09 to $0.11 per share related to 2007 production

Ø

Total Investment 9/30/06 (000s):  Investment written off in 2006.

Synfuels

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 9/30/06: $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 9/30/06: $60 million

EX-99.4

Exhibit 99.4

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 herein 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 the Company’s periodic SEC filings.

·   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.