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)  February 21, 2012

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 presentations to those in the financial community February 21-22, 2012.  Carl Chapman, Chairman, President and CEO, Jerry Benkert, Executive Vice President and CFO, and others will provide an overview of the company’s utility and nonutility businesses and key strategies for growth for 2012

The accompanying slides to be used in these presentations 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.
February 21, 2012
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick
		Vice President, Controller and Assistant Treasurer

EX-99.1

Exhbit 99.1

Presentation to the Financial
Community

New York & Boston

February 21-22, 2012

Carl Chapman - Chairman, President and CEO

Jerry Benkert - Executive Vice President and CFO

Robert Goocher - Treasurer and VP - Investor Relations

Aaron Musgrave - Manager - Investor Relations

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
2011 annual report on Form 10-K filed on February 16, 2012.

Robert L. Goocher, Treasurer and VP - Investor Relations

rgoocher@vectren.com

812-491-4080

2

ØNYSE Symbol: VVC

Ø8-10% target annual total
shareholder return

•Annual dividends paid increased 52
consecutive years, effective Dec. 1,
2011, to annualized rate of $1.40 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~$4.9 billion in assets

Ø~$2.3 billion in revenues

Ø~$2.4 billion market cap

ØS&P: A-, Moody’s: A3

•Stable outlook for both

Vectren Corporation Overview

Vectren’s Core Earnings

3

Electric

~55%

Gas

~45%

Utility

~80-85%

Nonutility

~15-20%

4

Vectren at a Glance

Vectren

Nonutility

Infrastructure
Services

Energy Services

Coal Mining

Energy
Marketing

Distribution &

Transmission Pipeline

Construction

Energy Saving

Performance Contracting

& Renewable Projects

Mines and Sells

Coal to Vectren

and 3rd Parties

Wholesale

Gas Marketing

Business

Vectren

Utility

Vectren North

Indiana Gas

563,000 Customers

Vectren South

SIGECO - Electric

141,000 Customers

Vectren South

SIGECO - Gas

110,000 Customers

Vectren Ohio

VEDO

310,000 Customers

2012 EPS Guidance

Consolidated: $1.75 to $1.95 per share

Utility: $1.60 to $1.70 per share

Nonutility, excl. ProLiance: $0.30 to $0.40 per share

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

Notes on Reported EPS in 2010 & 2011

Ø2010 EPS of $1.65 included offsetting items of favorable weather of $0.08 and charges related to legacy nonutility
investments of $(0.08)

Ø2011 EPS of $1.73 included offsetting items of gain on the sale of Vectren Source of $0.15, net of tax; charges related to
legacy nonutility investments of $(0.11); & prefunding of Vectren’s Foundation for ~3 years of $(0.05)

5

6

Vectren Valuation Considerations

ØApplying earnings-based multiples to the projected ProLiance loss does not accurately capture the long
-term value of Vectren

Ø2012 EPS Guidance Midpoint without ProLiance: $2.00 per share

•Utility results make up ~83% of 2012 guidance without ProLiance vs. ~75% of 2011 results

•Nonutility contribution less reliant on commodity-sensitive businesses

–Growth of Infrastructure Services; sale of retail gas marketer (Vectren Source)

Ø2012 PE multiples: ~15 times for combination company peers, ~17 times for gas company peers

ØAttractive total shareholder return targeted at 8-10% annually

•Includes attractive dividend with current yield of ~4.7%

ØUtilities operate in constructive regulatory environments

ØWell diversified nonutility portfolio linked to core utility offers upside earnings opportunities

7

Looking Ahead - Strategies for 2012 and Beyond

Utility

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

•Earn allowed returns in gas and electric utilities

–Implement electric utility lost margin recovery mechanisms

–Earn current returns on infrastructure investments as provided for in 2011 IN & OH legislation

–Aggressively manage costs through performance management & strategic sourcing

•Disciplined allocation of capital to operate at cash flow neutral

–Reinvest earnings to support necessary rate base growth

–Reduce incremental external financing requirements

Nonutility

ØContinued growth and profitability of existing portfolio of nonutility businesses

•Continue to invest in Infrastructure and Energy Services businesses to drive long-term earnings
growth

•As demand dictates, open Oaktown 2 coal mine in 3rd quarter 2012 and ramp up to near full
production in 2013 (~2 million tons)

•Continue the focus on improving ProLiance’s profitability prospects through further reductions in
fixed cost structure and customer growth

8

Utility Guidance & Outlook

ØUtility Outlook

•2012 earnings expected to increase compared to 2011 earnings

−Full year of new electric base rates implemented in May 2011 will increase 2012 earnings

−Interest expense savings in 2012 due to refinancing opportunities captured in 2011

−Expect consolidated utility group to earn at or near authorized returns in 2012

9

Constructive Utility Regulation & Legislation

(1) Settlement approved 9/1/2011, which provides for the ability to stabilize margins from the company's large commercial & industrial
customers associated with implementation of energy efficiency programs. The order also provides that margin reductions from residential
and commercial customers due to efficiency programs may be deferred for future recovery.

ØState legislation recently enacted in both Indiana and Ohio supporting additional investments
in infrastructure modernization programs that may be required as new federal safety or
environmental standards are enacted

•Indiana Senate Bill 251, effective May 2011, allows for cost recovery outside a base rate
proceeding for federally mandated projects (applies to both gas and electric, capital and O&M)

•Ohio House Bill 95, effective Sept. 2011, allows natural gas companies to recover costs related
to capital expenditure programs

10

Utility CapEx and Cash Flow

ØTargeting free cash flow neutral in 2012-2014, similar to 2011

•Depreciation & amortization expense of $190 to $205 million per year expected through 2014

ØNo need for incremental external debt or equity financings expected in near term

ØGas Utilities’ Rate Base: ~$1.2 billion*

•~$0.9 billion Indiana

•~$0.3 billion Ohio

•~10.2% Total Gas Allowed ROE

* From last rate cases

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

11

Nonutility Guidance

(1) Vectren has certain legacy nonutility businesses that have invested in leveraged leases, real estate, & other
investments.As of January 31, 2012, the total of these remaining legacy investments, net of deferred taxes, has
been reduced to ~$20 million.

12

Nonutility Outlook

Infrastructure Services - Miller Pipeline & Minnesota Limited

ØSignificant 2012 projected earnings contribution of ~$12.5 million

•Continuing strong demand for repair & replacement due to safety concerns with
aging natural gas & oil pipelines

•1st quarter 2012 results expected to include typical seasonal loss due to weather
impacts for Minnesota Limited (acquired 3/31/2011)

ØAdditional future opportunities driven by development of oil and natural gas in shale
formations

ØBusiness results driven by sustainable, long-term customer relationships built on high
quality construction & customer service

ØInfrastructure remains a focused growth area for Vectren; may include additional strategic
acquisitions

13

Nonutility Outlook

Energy Services - Energy Systems Group (ESG)

Ø2012 projected earnings contribution of ~$6 million

•Performance contracting backlog has remained strong at $82 million at 12/31/11

•Benefits from renewable energy projects’ tax credits & energy efficiency projects’ tax
deductions

ØEnergy Services remains a long-term strategic growth area for Vectren

•Ramp up of performance contracting personnel that began in 2011 continues
through 2014

–Returns from new hires expected 18-24 months after hire

•Progress in renewable energy markets continue - 1st of 3 anaerobic digesters online
in Feb. 2012

14

Nonutility Outlook

Coal Mining - Vectren Fuels

Ø2012 projected earnings contribution of ~$11 million

•Expecting an increase in coal production and sales to ~6 million tons in 2012 (from just
over 5 million tons in ‘11)

–Approx. 75% of 2012 expected production sold

–Includes expected sales to Vectren’s electric utility (SIGECO) of ~1.8 million tons

–Assumes 3rd quarter opening of Oaktown 2 mine (opening date dependent upon sales)

•Expecting 2012 margin of ~$5 per ton (w/o freight) compared to ~$7 per ton in 2011

–Forecasting cost (excluding freight) of $42 per ton compared to $44 per ton in 2011

–Full production expected at Oaktown 1 - conditional MSHA approval for deep cuts
on all units

–Increased productivity at Oaktown 1 and Prosperity expected as mining plan
reaches new phase

ØFor 2013 and beyond, expect production of ~7.5 million tons (full production for all 3 mines -
dependent upon sales)

•Approx. 40% of 2013 expected production sold, including expected sales to SIGECO of ~2.1
-2.5 million tons

15

Nonutility Outlook

Energy Marketing - ProLiance

Ø2012 results projected to reflect a net loss of ~$12.5 million; expecting improved results
over 2011 based upon:

•~$55 million of firm transportation & storage demand costs at the ProLiance level
(~$73 million in 2011)

•Continued focus on G&A cost control and margin growth through adding commercial
and industrial customers

•Hedge in place locking in ~75% of seasonal spread opportunity for the year at
improved spreads

ØProLiance is continuing to pursue the renegotiation of additional pipeline and storage
contracts

•Contracts representing $18 million of annualized fixed demand costs expire by 2015

16

Vectren: Strength, Stability, Utility

Utility

~80-85%

Nonutility

~15-20%

Utility: Vectren’s Core Earnings

Electric

~55%

Gas

~45%

Strength

Stability

ØEarnings & industry reputation both
anchored by solid utility franchises

Ø‘A’ Rated by Moody’s & S&P

ØStrong utility & nonutility competencies
in infrastructure development are a
vital key to earnings growth

ØConstructive regulatory environments

ØImproving earnings stability through
mix of nonutility businesses

ØDisciplined spending for consistent
earnings growth and to support an
attractive dividend

1.1 million customers,

Indiana and Ohio

ØA management team that values the importance of financially strong, stable utility
operations in delivering competitive shareholder returns

17

Appendix

18

Consolidated 2011 Results

Appendix

19

Review of 2011 Highlights

ØUtility Group

•Indiana Commission approved electric base rate case with $28.6 million annualized rate increase,
implemented May 3rd

•Received approval to continue Indiana natural gas energy efficiency programs and decoupling
mechanisms and expand efficiency programs for electric customers with opportunity for lost margin
recovery

•Legislation passed in Indiana (SB251) & Ohio (HB95) supportive of infrastructure modernization
programs

ØNonutility Group

•Acquired Minnesota Limited on 3/31/11, expanding and strengthening Infrastructure Services
segment

–Immediately became a strong contributor to 2011 results, well above initial expectations

•Sold Vectren Source on 12/31/11 with proceeds of ~$84 million; gain of ~$12.4 million, net of tax

–Demonstrates Vectren’s strategic focus on reducing the reliance on earnings derived from commodity sensitive
businesses

–Source’s earnings contribution of ~$3 million per year to be partially offset by:

–Prefunding Vectren’s charitable Foundation for ~3 years, which reduces expenses by ~$2 million per year

–Interest savings from financing of Source working capital and other assets

•Ramped up production at new Oaktown 1 mine, producing 2.7 million tons (~3 million tons at full
capacity)

–Continued development of Oaktown 2 mine; opening targeted for 3rd quarter (demand dependent)

Appendix

20

Review of 2011 Highlights - cont’d

ØOther Highlights

•Raised annual dividends paid for 52nd consecutive year (current yield ~4.7%)

•Successfully priced two utility related long-term debt offerings totaling $250 million with weighted
average interest rates of about 5.00%

–2012 utility interest expense expected to be ~$8 million lower than 2011

Appendix

21

Vectren Energy Delivery of Indiana - North

Vectren Energy Delivery of Indiana - South

Vectren Energy Delivery of Ohio

Vectren’s Utility Group - Service Territories

OH

IN

Appendix

22

Generation Portfolio - Profile

Ø5 Coal-fired base units - 1,000 MW

•100% scrubbed for SO2

•90% controlled for NOx

•Substantial removal of mercury and
particulate matter

Ø6 Gas-fired peak-use turbines - 295 MW

ØPurchased capacity - 100 MW thru 2012

ØRenewable energy ~ 5%

•Landfill gas generation facility - 3MW

•Wind energy - up to 80 MW via ~20-
year purchased power contracts

Utility Investments - Recent History & Near Future

Investments Made

ØOver $410 million invested during last
decade in emissions control equipment

ŸWas tracked via Indiana Senate Bill 29
(return on/of CWIP investment)

ØWell positioned to comply with new EPA
rules without significant additional
investment, & with no plant retirements

ØStrongly meeting reserve requirements -
no new generation expected in near term

ØCompletion expected in 2012 on high
voltage transmission line; recovered timely
at 12.38% FERC-approved equity return

ØGas modernization legislation and/or
regulation will drive ramp-up in
infrastructure spending at Vectren’s
gas utilities for several years

ØVectren’s gas utilities’ bare steel & cast
iron replacement program began in 2008

Ÿ ~$800 million program, ~20 years

Looking Ahead

Appendix

Infrastructure Services - Miller Pipeline & Minnesota Limited

Miller Pipeline

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

ØOver 55 years in construction business

ØHeadquartered in Indianapolis, IN

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

Minnesota Limited

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

ØOver 45 years in construction business

ØHeadquartered in Big Lake, MN

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

23

Appendix

Strategy:Drive business growth through sustainable, long-term customer relationships built
upon high quality construction and customer service, and strategic acquisitions

•2011 net revenues of ~$370
million

•Approximately ~2,650
employees at peak in 2011

•Operates in ~25states, primarily
in the Upper Midwest, Midwest,
Mid-Atlantic and Southern
regions

Installation of gas service under a road using
horizontal directional drilling

Lowering of a section of 16-inch pipeline on a
35-mile project in Minnesota

24

Nonutility Metrics - Infrastructure Services

Appendix

Metrics include results from Minnesota Limited following 3/31/2011 (acquisition date)

25

Energy Services - Energy Systems Group (ESG)

Performance Contracting

ØDesigns and constructs facility improvements that
pay for themselves from energy savings and
operational improvements

•Assist customers with arranging financing (ESG does
not provide financing)

ØMajor customers include hospitals, universities,
governments and schools (HUGS)

ØTargeting projects that qualify for the Energy
Efficient Commercial Building federal income tax
deductions (Rev. Code 179D) -available thru 2013

Renewable Energy Services

ØDesigns, constructs, and often operates
renewable energy projects

•Near-term opportunities include:

–Landfill gas projects

–Anaerobic digester projects

•Tax credits available for certain
renewable energy projects

•2011 revenues of ~$160 million

•Backlog of $82 million at 12/31/11

•Approximately 250 employees at
12/31/11

•Licensed to do business in 36
states, primarily in the Midwest,
Mid-Atlantic and Southern regions

Strategy:Continue to grow performance contracting and renewable energy business
segments through additional sales force and expanding geographic footprint

Appendix

Construction of anaerobic digester at
Wisconsin dairy farm

Campus sustainability and energy conservation
project at the University of Baltimore, MD

26

Nonutility Metrics - Energy Services

Appendix

27

Coal Mining - Vectren Fuels

•2011 revenues of ~$285 million

•2011 sales of 5.2 million tons

•~75% of 2012 production sold

•Approx. 675 contract mining jobs
as of 12/31/11

•Approx. 800 contract mining jobs
with completion of Oaktown #2

•13 power plants within 50 mile
radius

Strategy:Mine and sell Indiana (Illinois Basin) coal to Vectren’s electric utility and other
third parties. Long-term demand expected to increase as economy improves,
inventory levels fall, scrubbers are installed and Appalachian production declines

Continuous Miner at Prosperity Mine

Box Cuts at Oaktown Mines 1 & 2

Appendix

Prosperity Mine

Ø30 million tons of reserves as of 12/31/11

Ø4.0 lbs SO2 - 11,300 BTU

ØMax annual production of ~2.5 million tons

Oaktown Mines 1 & 2

Ø102 million tons of reserves as of 12/31/11

ØLess than 6.0 lbs SO2 - 11,200 BTU

ØMax annual production

•Oaktown #1: ~3 million tons

•Oaktown #2: ~2 million tons

•Opening of Oaktown #2 targeted for third quarter 2012,
depending upon demand

ØAs of 12/31/11, approximately $10 million of additional
capital is required to complete Oaktown #2

28

Nonutility Metrics - Coal Mining

Appendix

29

Energy Marketing - ProLiance

Profit Improvement Initiatives

Ø~$55 million of firm transportation & storage
demand costs at the ProLiance level in 2012 (~$73
million in 2011); ~33 Bcf of storage at 12/31/12

ØContracts representing another ~$18 million of
annualized fixed demand costs expire by 2015

ØContinued focus on G&A cost control and margin
growth via adding commercial & industrial customers

Balance Sheet Recap

ØAs of 12/31/11, ProLiance had members’
equity of over $160 million (~$135 million
after AOCI), no long-term debt
outstanding, and $86 million of seasonal
short-term borrowings outstanding

•2011 revenues of ~$1.4 billion

•Approximately 100 employees
at 12/31/11

•At 12/31/11, 47 Bcf of natural
gas storage

•Operates throughout the
Midwest & Southeast

Strategy:Execute profit improvement initiatives currently underway, including efforts to
lower pipeline and storage demand costs through ongoing renegotiations

Appendix

Gas marketing operations where ProLiance

buys, sells and optimizes gas supplies

•Retail services to ~1,800
commercial and industrial
customers

•Wholesale services to utilities,
municipals, power generators

•Balanced book approach - VaR
capped at $2.5 million

Investment:Wholesale gas marketer owned Vectren (61%; equity acctg.) & Citizens Energy Group (39%)

30

Nonutility Metrics - Energy Marketing

Appendix

Use of Non-GAAP Performance Measures and Per Share Measures

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.

31

Appendix

EX-99.2

EX-99.3

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 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.

·Factors affecting the Company’s investment in ProLiance including natural gas price volatility and basis; the ability to lower fixed contract costs; and availability of credit.

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

·Risks associated with material business transactions such as mergers, acquisitions and divestitures, including, without limitation, legal and regulatory delays; the related time and costs of implementing such transactions; integrating operations as part of these transactions; and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions.

·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.