On May 8, 2017>Vectren Corporation (the Company) announced the
Company’s results of operations for the three months ended March
31, 2017>and 2016. 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 Companys three operating public utilities, and
Enterprises is the holding company for the Companys nonutility
operations.

In this press release, the per share earnings contributions of
the Utility Group, Nonutility Group, and Corporate and Other are
presented and are non-GAAP measures. Such per share amounts are
based on the earnings contribution of each group included in
Vectrens consolidated results divided by Vectrens 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; instead they 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 on an after tax and
per share basis. These amounts are calculated at a statutory tax
rate divided by Vectrens 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 the Utility
Group and the Nonutility Group are reconciled to the GAAP
financial measure of basic EPS by combining the two. Any
resulting differences are attributable to 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