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) October 29, 2009
VECTREN
CORPORATION
(Exact
name of registrant as specified in its charter)
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Commission
File
No.
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Registrant,
State of Incorporation,
Address,
and Telephone Number
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I.R.S
Employer
Identification
No.
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1-15467
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Vectren
Corporation
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35-2086905
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(An
Indiana Corporation)
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One
Vectren Square,
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Evansville,
Indiana 47708
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(812)
491-4000
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1-16739
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Vectren
Utility Holdings, Inc.
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35-2104850
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(An
Indiana Corporation)
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One
Vectren Square,
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Evansville,
Indiana 47708
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(812)
491-4000
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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:
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r
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02. Results of Operations and Financial
Condition
On
October 29, 2009, Vectren Corporation (the Company) released financial
information to the investment community regarding the Company's results of
operations for the three and nine months ended September 30, 2009. 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.
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In
this press release per share earnings contributions of the Utility Group,
Nonutility Group, and Corporate and Other are presented. 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. Accordingly
management believes these measures are useful to investors in
understanding each business’ contribution to consolidated earnings per
share and analyzing period to period
changes.
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This
press release also contains other non-GAAP financial measures that exclude a
charge related to ProLiance’s Liberty Gas Storage investment (Liberty
Charge). Management uses consolidated net income, consolidated
earnings per share, and Nonutility Group net income, excluding the Liberty
Charge, to evaluate its results. Management believes analyzing
underlying business trends is aided by the removal of the Liberty Charge due to
the significant impact it has on comparability between the periods
reported. The rationale for using such non-GAAP measures is
that the charge in all cases substantially decreases the performance measures,
and the period to period changes do not provide meaningful comparative
information regarding typical operating results.
A
material limitation associated with the use of these measures excluding the
Liberty Charge is that these measures excluding the Liberty charge do not
include all costs (i.e. the Liberty Charge) recognized in accordance with
GAAP. Management compensates for this limitation by prominently
displaying a reconciliation of these non-GAAP performance measures to their
closest GAAP performance measures. This display also provides
financial statement users the option of analyzing results as management does or
by analyzing GAAP results.
The
following table reconciles consolidated net income, consolidated basic EPS, and
Nonutility Group net income to those results excluding the Liberty
Charge.
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Nine
Months Ended September 30, 2009
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(In
Millions, except EPS)
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GAAP-Measure
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Exclude
Liberty Charge
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Non-GAAP
Measure
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Consolidated
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Net
Income
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$ | 78.5 | (11.9 | ) | $ | 90.4 | ||||||
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Basic
EPS
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$ | 0.97 | (0.15 | ) | $ | 1.12 | ||||||
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Nonutility
Group Net Income
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$ | 6.8 | (11.9 | ) | $ | 18.7 | ||||||
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
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Exhibit
Number
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Description
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99.1
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Vectren
Corporation Reports 2009 Third Quarter Results
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99.2
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Supporting
Financial Statements and Schedules
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99.3
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Cautionary
Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of
1995
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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.
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VECTREN
CORPORATION
VECTREN
UTILITY HOLDINGS, INC.
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October
29, 2009
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By: /s/
M. Susan Hardwick
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M.
Susan Hardwick
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Vice
President, Controller and Assistant
Treasurer
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The
following Exhibits are furnished as part of this Report to the extent described
in Item 2.02:
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Exhibit
Number
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Description
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99.1
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Vectren
Corporation Reports 2009 Third Quarter Results
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99.2
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Supporting
Financial Statements and Schedules
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99.3
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Cautionary
Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of
1995
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