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 15, 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
|
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:
r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On February 15, 2012 Vectren Corporation (the Company) released financial information to the investment community regarding the Company's results of operations for three months and year ending December 31, 2011. A copy of the press release is furnished as Exhibit 99.1 and the supporting information and schedules are furnished as Exhibit 99.2 to this Current Report on Form 8-K.
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.
In this press release, the contributions to basic earnings per share (EPS) of Utility Holdings and Enterprises are presented 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. 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. 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 99.3
Item 9.01. Exhibits.
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Vectren Corporation Reports 2011 Results; Issues Guidance for 2012
|
|
|
99.2
|
Supporting Financial Statements and Schedules
|
|
|
99.3
|
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 16, 2012
|
|||
|
By: /s/ M. Susan Hardwick
|
|||
|
M. Susan Hardwick
|
|||
|
Vice President, Controller and Assistant Treasurer
|
|||
INDEX TO EXHIBITS
The following Exhibits are furnished as part of this Report to the extent described in Item 2.02:
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Vectren Corporation Reports 2011 Results; Issues Guidance for 2012
|
|
|
99.2
|
Supporting Financial Statements and Schedules
|
|
|
99.3
|
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995
|