8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2018

	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 (17CFR 230.425)

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

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

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

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

Emerging growth company   ☐

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

Item 8.01.  Other Events

Vectren Energy Delivery of Ohio submitted a pre-filing notice today with the Public Utilities Commission of Ohio indicating it plans to seek adjustments to charges for its gas distribution business in its 17-county service area in west central Ohio. The request to increase base rates for its gas delivery charges covers the ongoing cost of operating, maintaining and expanding the approximately 5,600-mile pipeline system used to serve its 318,000 customers.

A copy of the Press Release is attached 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 attached as Exhibit 99.2.

Item 9.01.    Exhibits.

Exhibit Number	Description
99.1	Press Release issued by Vectren Corporation on February 21, 2018
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, 2018
		/s/ M. Susan Hardwick
		M. Susan Hardwick
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

The following Exhibits are filed as part of this Report to the extent described in Item 8.01:

Exhibit Number	Description
99.1	Press Release issued by Vectren Corporation on February 21, 2018
99.2	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

One Vectren Square

Evansville, IN 47708

FOR IMMEDIATE RELEASE

Feb. 21, 2018

Media contact: Natalie Hedde, (812) 491-5105 or nhedde@vectren.com

Investor Relations: Dave Parker, (812) 491-4135 or d.parker@vectren.com

Vectren Energy Delivery of Ohio seeks to adjust delivery prices and recover costs associated with pipeline safety, reliability

Dayton, Ohio -- Vectren Energy Delivery of Ohio (Vectren) submitted a pre-filing notice today with the Public Utilities Commission of Ohio (PUCO) indicating it plans to seek adjustments to charges for Vectren’s gas distribution business in its 17-county service area in west central Ohio. The request to increase base rates for its gas delivery charges is the first Vectren has filed in more than a decade and covers the ongoing cost of operating, maintaining and expanding the approximately 5,600-mile pipeline system used to serve its 318,000 customers.

As proposed, the average residential customer bill increase would be approximately $7 per month. In 2017, the average residential customer paid about $55 to $60 per month for their natural gas service, although the majority of the annual costs for natural gas service are incurred in the winter heating season.

This projected bill increase includes the estimated benefit of newly enacted federal tax legislation. The Tax Cuts and Jobs Act, which decreased the corporate tax rate from 35% to 21%, became effective on Jan. 1, 2018. Because energy bills include the cost of income taxes, those reductions will be considered in this rate review process.

Since the time of the last base rate adjustment, Vectren has invested approximately $700 million into its network of gas pipelines, regulator stations and metering systems that serves the Miami Valley. The comprehensive effort to modernize its system, known as Vectren’s Smart Energy Future strategy, aims to continue the focus on system safety and reliability.

“The primary driver of this filing is our infrastructure work needed to continue safe, dependable energy delivery to existing customers and reach new customers. We will also request an adjustment in our annual operating budget to account for the increase in labor costs we’ve experienced in executing compliance-related activities associated with Federal pipeline safety regulations,” said Colleen Ryan, president of Vectren Energy Delivery of Ohio. "Likewise, many of the infrastructure enhancements made over the past 10 years have been driven by these Federal regulations, while other capital expenditures have been focused on improving our customers’ experience when it comes to meter access and accurate billing.”

Key projects executed over the last decade include:

• Robust pipeline integrity programs to test, upgrade and, in some cases, re-locate high-pressure, large-diameter transmission pipelines;

• Expanding gas infrastructure to serve new customers;

• Replacement of Vectren’s distribution pipelines with durable plastic to improve system performance;

• The recent completion of automated meter reading technology on all meters leading to greater efficiency of meter reading; and

• Moving indoor meters outside, which includes the installation of new service lines, to improve access and safety.

EXHIBIT 99.1

In addition, the company will request to continue to offer energy efficiency programs, including rebates on high-efficiency gas appliances and support for low-income home weatherization programs.

The filing today only addresses Vectren’s delivery charges, which are listed on the bill as “Distribution and Service Charges” and represent between 40 and 45 cents of every dollar paid by customers for their gas service during the winter heating months. These charges are incurred to build, operate and maintain the pipes, equipment, services and systems that are used to deliver gas to its customers regardless of the customer’s usage. The remaining 55 to 60 cents of each dollar represents the cost of the gas used by customers. Vectren, however, is not a natural gas supplier rather; the natural gas supply that its customers consume is offered and priced by the PUCO-certified suppliers through the Choice program or Standard Choice Offer (SCO) service.

“Low, stable natural gas prices help ensure this price adjustment, if approved, will be manageable for our customers,” added Ryan. “In fact, even with the expected rate adjustment, average residential natural gas bills are projected to be about 15% lower than bills customers experienced in the late 2000’s when prices for natural gas were at record levels nationwide.”

Vectren Energy Delivery of Ohio delivers natural gas to approximately 318,000 customers in all or portions of Auglaize, Butler, Champaign, Clark, Clinton, Darke, Fayette, Greene, Highland, Logan, Madison, Miami, Montgomery, Pickaway, Preble, Shelby and Warren counties.

About Vectren

Vectren Corporation (NYSE: VVC) is an energy holding company headquartered in Evansville, Ind. Vectren’s energy delivery subsidiaries provide gas and/or electricity to more than 1 million customers in adjoining service territories that cover nearly two-thirds of Indiana and about 20 percent of Ohio, primarily in the west central area. Vectren’s nonutility subsidiaries and affiliates currently offer energy-related products and services to customers throughout the U.S. These include infrastructure services and energy services. To learn more about Vectren, visit www.vectren.com.

EX-99.2

EXHIBIT 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”, “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 unfavorable or unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to coal and natural gas 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.

• New or proposed legislation, litigation and government regulation or other actions, such as changes in, rescission of or additions to tax laws or rates, pipeline safety regulation and environmental laws and regulations, including laws governing air emissions, carbon, waste water discharges and the handling and disposal of coal combustion residuals that could impact the continued operation, and/or cost recovery of generation plant costs and related assets. Compliance with respect to these regulations could substantially change the operation and nature of the Company’s utility operations.

• Catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, terrorist acts, physical attacks, cyber attacks, or other similar occurrences could adversely affect the Company's facilities, operations, financial condition, results of operations, and reputation.

• Approval and timely recovery of new capital investments related to the electric generation transition plan, discussed further herein, including timely approval to build and own generation, ability to meet capacity requirements, ability to procure resources needed to build new generation at a reasonable cost, ability to appropriately estimate costs of new generation, the effects of construction delays and cost overruns, ability to fully recover the investments made in retiring portions of the current generation fleet, scarcity of resources and labor, and workforce retention, development and training.

• Increased competition in the energy industry, including the effects of industry restructuring, unbundling, and other sources of energy.

• Regulatory factors such as uncertainty surrounding the composition of state regulatory commissions, adverse regulatory changes, unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under regulation, interpretation of regulatory-related legislation by the IURC and/or PUCO and appellate courts that review decisions issued by the agencies, 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, commodity prices, and monetary fluctuations.

• Economic conditions, including increased potential for lower levels of economic activity; uncertainty regarding energy prices and the capital and commodity markets; volatile changes in the demand for natural gas, electricity, and other nonutility products and services; economic impacts of changes in business strategy on both gas and electric large customers; lower residential and commercial customer counts; variance from normal population growth and changes in customer mix; higher operating expenses; and reductions in the value of investments.

• Volatile natural gas and coal commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas and interest expense.

• Volatile oil prices and the potential impact on customer consumption and price of other fuel commodities.

EXHIBIT 99.2

• 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 realize value from, invest in and develop new opportunities, including but not limited to, the Company’s Infrastructure Services, Energy Services, and remaining ProLiance Holdings assets.

• Factors affecting Infrastructure Services, including the level of success in bidding contracts; fluctuations in volume and mix of contracted work; mix of projects received under blanket contracts; unanticipated cost increases in completion of the contracted work; funding requirements associated with multiemployer pension and benefit plans; changes in legislation and regulations impacting the industries in which the customers served operate; the effects of weather; failure to properly estimate the cost to construct projects; the ability to attract and retain qualified employees in a fast growing market where skills are critical; cancellation and/or reductions in the scope of projects by customers; credit worthiness of customers; ability to obtain materials and equipment required to perform services; and changing market conditions, including changes in the market prices of oil and natural gas that would affect the demand for infrastructure construction.

• Factors affecting Energy Services, including unanticipated cost increases in completion of the contracted work; changes in legislation and regulations impacting the industries in which the customers served operate; changes in economic influences impacting customers served; failure to properly estimate the cost to construct projects; risks associated with projects owned or operated; failure to appropriately design, construct, or operate projects; the ability to attract and retain qualified employees; cancellation and/or reductions in the scope of projects by customers; changes in the timing of being awarded projects;credit worthiness of customers; lower energy prices negatively impacting the economics of performance contracting business; and changing market conditions.

• 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 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 federal and state laws and interpretations of these laws.

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.