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): September 20, 2017

	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

On September 20, 2017, Vectren Energy Delivery of Indiana - South (Vectren) has received regulatory approval from the Indiana Utility Regulatory Commission (IURC) for its seven-year electric reliability and modernization plan and to build and operate its first universal solar farms. Both regulatory requests were filed in February 2017; the solar plan was approved in August, and the grid reliability and modernization plan was approved today. The IURC approval for the grid modernization plan reflects a previously filed settlement among Vectren, the Indiana Office of Utility Consumer Counselor (OUCC) and a coalition of industrial customers. The press release is attached as Exhibit 99.1.

In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Vectren Corporation (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
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.
September 20, 2017
		By: /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
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

September 20, 2017

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

Two key projects of Vectren’s Smart Energy Future strategy approved

Customers to see benefits of electric grid modernization plan; will soon receive solar energy through Vectren’s first universal solar projects

Evansville, Ind. - Vectren Energy Delivery of Indiana - South (Vectren) has received regulatory approval from the Indiana Utility Regulatory Commission (IURC) for its seven-year electric reliability and modernization plan and to build and operate its first universal solar farms. Both regulatory requests were filed in February 2017; the solar plan was approved in August, and the grid reliability and modernization plan was approved today.

Both initiatives are part of Vectren’s Smart Energy Future strategy, which includes electric generation fleet diversification with natural gas and renewables, grid modernization projects, smart energy management tools for customers, and the utility’s ongoing gas system infrastructure modernization efforts. These first universal solar projects will consist of two separate 2-megawatt solar farms in Vanderburgh County. Vectren expects to break ground in early 2018 with the solar energy coming online by the end of 2018; although the construction timeline may be accelerated if timely material delivery and weather allow.

Grid Modernization Plan Details

The IURC approval for the grid modernization plan reflects a previously filed settlement among Vectren, the Indiana Office of Utility Consumer Counselor (OUCC) and a coalition of industrial customers. The settlement agreement reduced the original $514 million filing to $446 million in grid modernization investments.

Multiple projects to upgrade Vectren’s electric grid are underway across its entire service territory. The electric system improvement plan includes upgrades to portions of Vectren’s network of substations, transmission and distribution networks that serve seven counties in southwestern Indiana, all of which will benefit from the upgrades delivered via many projects spread over the next seven years.

Underground cable replacement projects will result in:

• Reduced risk of unplanned outages

• Faster outage restoration when outages do occur

• Improved overall distribution grid power quality and reliability

The equipment and system upgrades taking place in Vectren’s substations provide:

• Shorter restoration times due to enhanced operational flexibility

• Increased system integrity and improved electric system performance

Additional pole inspections and equipment modernization benefit customers:

• Reduced risk of poles and wires breaking, and electrical hazards during storms

• Increased protection against faults and lightning that improve reliability

EXHIBIT 99.1

• New sensors, monitors, and advanced meter information to improve system management and customer engagement

“Over the next several years, the modernization work will ensure we are more capable of meeting the energy demands of our customers in the coming years and that our electric infrastructure can continue to serve our customers reliably,” said Carl Chapman, Vectren chairman, president and CEO. “Likewise our soon-to-come investments in smart grid technology will bring enhanced services to our customers, including providing them access to daily energy usage and how to manage it more effectively, as well as our ability to instantly detect outages to expedite restoration and alert customers via text of the outage and restoration details.”

The plan features more than 800 projects that will be executed over the plan’s seven-year period. Electric bills will be gradually adjusted likely beginning in early 2018, and adjustments will continue with modest increases in subsequent years as the improvement projects are completed. In 2018, the typical residential electric customer will pay $1 to $2 more per month. As a result of the settlement, the bill impact at the end of the seven-year period was reduced to $16 to $17 per month.

Universal Solar Project (s) Details

Vectren will construct two 2-megawatt (MW) universal solar projects in Vanderburgh County;

• one on Highway 41 near North High School, which will also include battery storage with the ability to discharge 1 MW per hour over a four-hour period; and

• the other near Oak Hill Cemetery on Morgan Ave. The Oak Hill project is the result of a partnership with the City of Evansville announced in April 2017 through which the energy company will lease the City’s land.

Each solar farm will consist of approximately 8,000 ground-mounted fixed-tilt solar panels on five-seven acres. Combined, the four megawatts of generation will supply enough renewable energy to power 600 homes each year.

“Adding this partnership to our existing wind energy agreements continues Vectren’s plan toward creating a more balanced energy mix for our electric generation portfolio,” said Chapman. “We are grateful for the opportunity to join the City of Evansville in bringing universal solar energy to our customers.”

Customers can learn more about Vectren’s grid modernization plan, the solar projects and customer benefits at www.vectren.com/SmartEnergyFuture.

Vectren Energy Delivery of Indiana - South delivers electricity to approximately 145,000 customers in all or portions of Gibson, Dubois, Pike, Posey, Spencer, Vanderburgh and Warrick 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.

- end -

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 legislation, litigation and government regulation or other actions, such as changes in or additions to tax laws or rates, pipeline safety regulation and environmental laws, 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 plants and related assets. These compliance costs could substantially change the nature of the Company's generation fleet.

• 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.

• 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 surrounding the current economic uncertainty, 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.

• 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.

EXHIBIT 99.2

• 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.

More detailed information about these factors is set forth in Vectren's filings with the Securities and Exchange Commission, including Vectren's 2016 annual report on Form 10-K filed on Feb. 23, 2017. 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.