On February 22, 2017>Vectren Corporation (the Company)
announced the Company’s results of operations for the three and
twelve months ended December 31, 2016>and 2015, initiated 2017
earnings guidance and increased its long-term outlook. 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 the Company’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, may be presented on an after
tax and per share basis. These amounts are calculated at a
statutory tax rate divided by the Company’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 the Utility Group and the Nonutility Group are
reconciled to the GAAP financial measure of basic EPS by
combining the two. 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