Delaware | 35-2108964 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
801 East 86th Avenue | ||
Merrillville, Indiana | 46410 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock | New York |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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EX-32.1 | ||||||||
EX-32.2 |
2
NiSource Subsidiaries and Affiliates
|
||
Bay State
|
Bay State Gas Company | |
Capital Markets
|
NiSource Capital Markets, Inc. | |
CER
|
Columbia Energy Resources, Inc. | |
CNR
|
Columbia Natural Resources, Inc. | |
Columbia
|
Columbia Energy Group | |
Columbia Energy Services
|
Columbia Energy Services Corporation | |
Columbia Gulf
|
Columbia Gulf Transmission Company | |
Columbia of Kentucky
|
Columbia Gas of Kentucky, Inc. | |
Columbia of Maryland
|
Columbia Gas of Maryland, Inc. | |
Columbia of Ohio
|
Columbia Gas of Ohio, Inc. | |
Columbia of Pennsylvania
|
Columbia Gas of Pennsylvania, Inc. | |
Columbia of Virginia
|
Columbia Gas of Virginia, Inc. | |
Columbia Transmission
|
Columbia Gas Transmission LLC | |
CORC
|
Columbia of Ohio Receivables Corporation | |
Crossroads Pipeline
|
Crossroads Pipeline Company | |
Granite State Gas
|
Granite State Gas Transmission, Inc. | |
Hardy Storage
|
Hardy Storage Company, L.L.C. | |
Kokomo Gas
|
Kokomo Gas and Fuel Company | |
Lake Erie Land
|
Lake Erie Land Company | |
Millennium
|
Millennium Pipeline Company, L.P. | |
NDC Douglas Properties
|
NDC Douglas Properties, Inc. | |
NiSource
|
NiSource Inc. | |
NiSource Corporate Services
|
NiSource Corporate Services Company | |
NiSource Development Company
|
NiSource Development Company, Inc. | |
NiSource Finance
|
NiSource Finance Corp. | |
Northern Indiana
|
Northern Indiana Public Service Company | |
Northern Indiana Fuel and Light
|
Northern Indiana Fuel and Light Company | |
NRC
|
NIPSCO Receivables Corporation | |
PEI
|
PEI Holdings, Inc. | |
TPC
|
EnergyUSA-TPC Corp. | |
Whiting Clean Energy
|
Whiting Clean Energy, Inc. | |
|
||
Abbreviations
|
||
AFUDC
|
Allowance for funds used during construction | |
AICPA
|
American Institute of Certified Public Accountants | |
AOC
|
Administrative Order by Consent Order | |
ASM
|
Ancillary Services Market | |
BART
|
Best Alternative Retrofit Technology | |
BBA
|
British Banker Association | |
Bcf
|
Billion cubic feet | |
Board
|
Board of Directors | |
BP
|
BP Amoco p.l.c. | |
BPAE
|
BP Alternative Energy North America Inc | |
CAA
|
Clean Air Act | |
CAIR
|
Clean Air Interstate Rule | |
CAMR
|
Clean Air Mercury Rule | |
CCGT
|
Combined Cycle Gas Turbine | |
CERCLA
|
Comprehensive Environmental Response Compensation and Liability Act (also known as Superfund) | |
Chesapeake
|
Chesapeake Appalachia, L.L.C. | |
CPCN
|
Certificate of Public Convenience and Necessity |
3
Day 2
|
Began April 1, 2005 and refers to the operational control of the energy markets by MISO, including the dispatching of wholesale electricity and generation, managing transmission constraints, and managing the day-ahead, real-time and financial transmission rights markets | |
DOT
|
United States Department of Transportation | |
DPU
|
Massachusetts Department of Public Utilities | |
DSM
|
Demand Side Management | |
Dth
|
Dekatherm | |
ECR
|
Environmental Cost Recovery | |
ECRM
|
Environmental Cost Recovery Mechanism | |
ECT
|
Environmental cost tracker | |
EER
|
Environmental Expense Recovery | |
EERM
|
Environmental Expense Recovery Mechanism | |
EITF No. 06-03
|
Emerging Issues Task Force Issue No. 06-03, How Sales Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation) | |
EPA
|
United States Environmental Protection Agency | |
EPS
|
Earnings per share | |
FAC
|
Fuel adjustment clause | |
FASB
|
Financial Accounting Standards Board | |
FERC
|
Federal Energy Regulatory Commission | |
FIN 39
|
FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts an interpretation of APB Opinion No. 10 and FASB Statement No. 105 | |
FIN 46R
|
FASB Interpretation No. 46, Consolidation of Variable Interest Entities (revised December 2003)an interpretation of ARB No. 51 | |
FIN 47
|
FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations | |
FIN 48
|
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes | |
FSP FAS 132(R)-1
|
FASB Staff Position FAS 132 (R)-1: Employers Disclosures About Postretirement Benefit Plan Assets | |
FSP FIN 39-1
|
FASB Staff Position FIN 39-1: Amendment of FASB Interpretation No. 39 | |
FTB 85-4
|
FASB Technical Bulletin No. 85-4: Accounting for Purchases of Life Insurance | |
FTRs
|
Financial Transmission Rights | |
gwh
|
Gigawatt hours | |
hp
|
Horsepower | |
IBM
|
International Business Machines Corp. | |
IBM Agreement
|
The Agreement for Business Process & Support Services | |
IDEM
|
Indiana Department of Environmental Management | |
IFRS
|
International Financial Reporting Standards | |
IRP
|
Integrated Resource Plan | |
IRS
|
Internal Revenue Service | |
IURC
|
Indiana Utility Regulatory Commission | |
LDCs
|
Local distribution companies | |
LIBOR
|
London InterBank Offered Rate | |
LIFO
|
Last-in, first-out | |
LNG
|
Liquefied Natural Gas | |
MGP
|
Manufactured gas plant | |
MISO
|
Midwest Independent Transmission System Operator | |
Mitchell Station
|
Dean H. Mitchell Coal Fired Generating Station | |
MLP
|
Master Limited Partnership | |
MMDth
|
Million dekatherms | |
mw
|
Megawatts |
4
mwh
|
Megawatts hours | |
NAAQS
|
National Ambient Air Quality Standards | |
NASDAQ
|
National Association of Securities Dealers Automated Quotations | |
NOV
|
Notice of Violation | |
NOx
|
Nitrogen oxide | |
NPDES
|
National Pollutant Discharge Elimination System | |
NYMEX
|
New York Mercantile Exchange | |
OUCC
|
Indiana Office of Utility Consumer Counselor | |
PADEP
|
Pennsylvania Department of Environmental Protection | |
PAL
|
parking and lending services | |
PCB
|
Polychlorinated biphenyls | |
Piedmont
|
Piedmont Natural Gas Company, Inc. | |
PIPP
|
Percentage of Income Plan | |
PPS
|
Price Protection Service | |
PPUC
|
Pennsylvania Public Utility Commission | |
PUCO
|
Public Utilities Commission of Ohio | |
QPAI
|
Qualified production activities income | |
RCRA
|
Resource Conservation and Recovery Act | |
RFP
|
Request for Proposal | |
RSG
|
Revenue Sufficiency Guarantee | |
SAB No. 92
|
Staff Accounting Bulletin No. 92, Accounting and Disclosures Relating to Loss Contingencies | |
SEC
|
Securities and Exchange Commission | |
SFAS No. 5
|
Statement of Financial Accounting Standards No. 5, Accounting for Contingencies | |
SFAS No. 71
|
Statement of Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation | |
SFAS No. 87
|
Statement of Financial Accounting Standards No. 87, Employers Accounting for Pensions | |
SFAS No. 88
|
Statement of Financial Accounting Standards No. 88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits | |
SFAS No. 101
|
Statement of Financial Accounting Standards No. 101, Regulated Enterprises Accounting for the Discontinuation of Application of Financial Accounting Standards Board Statement No. 71 | |
SFAS No. 106
|
Statement of Financial Accounting Standards No. 106, Employers Accounting for Postretirement Benefits Other than Pensions | |
SFAS No. 109
|
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes | |
SFAS No. 123R
|
Statement of Financial Accounting Standards No. 123R, Share-Based Payment | |
SFAS No. 131
|
Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information | |
SFAS No. 132(R)
|
Statement of Financial Accounting Standards No. 132(R), Employers Disclosures about Pensions and Other Postretirement Benefits an amendment of FASB No. 87, 88, and 106 | |
SFAS No. 133
|
Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended | |
SFAS No. 140
|
Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Asset and Extinguishments of Liabilities | |
SFAS No. 141R
|
Statement of Financial Accounting Standards No. 141R, Business Combinations |
5
SFAS No. 142
|
Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets | |
SFAS No. 143
|
Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations | |
SFAS No. 144
|
Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets | |
SFAS No. 157
|
Statement of Financial Accounting Standards No. 157, Fair Value Measurement | |
SFAS No. 158
|
Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans | |
SFAS No. 159
|
Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115 | |
SFAS No. 160
|
Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51 | |
SFAS No. 161
|
Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging an amendment of SFAS No. 133 | |
SIP
|
State Implementation Plan | |
SNG
|
Synthetic Natural Gas | |
SO2
|
Sulfur dioxide | |
SOP 96-1
|
Statement of Position 96-1, Environmental Remediation Liabilities | |
SOP 98-1
|
Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use | |
SSO
|
Standard Service Offer | |
TARP
|
Troubled Asset Relief Program | |
VaR
|
Value-at-risk and instrument sensitivity to market factors |
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Table of Contents
The regulatory frameworks applicable to NiSources operations, at both the state and federal
levels, continue to evolve. These changes have had and will continue to have an impact on
NiSources operations, structure and
Table of Contents
Table of Contents
limit the ability to borrow additional funds or increase the cost of borrowing
additional funds;
reduce the availability of cash flow from operations to fund working capital, capital
expenditures and other general corporate purposes;
limit the flexibility in planning for, or reacting to, changes in the business and the
industries in which the company operates;
lead parties with whom NiSource does business to require additional credit support, such
as letters of credit, in order for NiSource to transact such business;
place NiSource at a competitive disadvantage compared to competitors that are less
leveraged; and
increase vulnerability to general adverse economic and industry conditions.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
1.
Stand Energy Corporation, et al. v. Columbia Gas Transmission Corporation, et al., Kanawha
County Court, West Virginia
2.
United States of America ex rel. Jack J. Grynberg v. Columbia Gas Transmission Corporation,
et al., U.S. District Court, E.D. Louisiana
3.
Tawney, et al. v. Columbia Natural Resources, Inc., Roane County, WV Circuit Court
Table of Contents
4.
John Thacker, et al. v. Chesapeake Appalachia, L.L.C., U.S. District Court, E.D. Kentucky
Poplar Creek Development Company v. Chesapeake Appalachia, L.L.C., U.S. District Court, E.D.
Kentucky
5.
Environmental Protection Agency Notice of Violation
6.
Pennsylvania Department of Environmental Protection Proposed Consent Order and Agreement
Table of Contents
Table of Contents
Name
Age
Office(s) Held in Past 5 Years
54
Chief Executive Officer of NiSource since July 2005.
President of NiSource since October 2004.
Executive Vice President, Regulated Revenue of NiSource from October 2003 to October 2004.
54
Executive Vice President and Group Chief Executive Officer since January 2008.
Pipeline Group President of NiSource from April 2005 to December 2007.
Principal of Helms & Company LP from December 2003 to March 2005.
51
Executive Vice President and Chief Legal Officer of NiSource since December 2007.
President, AT&T Illinois from April 2001 through October 2006.
54
Executive Vice President and Group Chief Executive Officer of NiSource since December 2007.
President of Northern Indiana, Northern Indiana Fuel and Light and Kokomo Gas since January 2008.
Executive Vice President and Chief Operating Officer of Commonwealth Telephone Enterprises from July 2004 to March 2007.
President, Verizon Service Corporation of Verizon Communications from December 2003 to May 2004.
64
Executive Vice President since August 2008.
Executive Vice President and Chief Financial Officer of NiSource from November 2000 to August 2008.
47
Executive Vice President and Chief Financial Officer of NiSource since August 2008.
Executive Vice President of NiSource from June 2008 to August 2008.
Senior Vice President of Shared Services for American Electric Power Co. from January 2008 to May 2008.
Table of Contents
Name
Age
Office(s) Held in Past 5 Years
Senior Vice President and Treasurer for American Electric Power Company from January 2004 to December 2007.
48
Executive Vice President and Group Chief Executive Officer since March 2008.
Senior Vice President, Gas Delivery, Dominion Resources, Inc. from January 2006 to 2008.
Senior Vice President, Delivery Operations, Dominion Resources, Inc. from July 2003 to January 2006.
49
Senior Vice President, Human Resources, of NiSource since May 2006.
Senior Vice President, Human Resources, NiSource Corporate Services since September 2005.
Of Counsel with the law firm of Schiff Hardin, LLP from January 2004 to September 2005.
Vice President, Human Resource Operations and Regulated Revenue, NiSource Corporate Services from October 2003 to January 2004.
54
Senior Vice President, Corporate Affairs, since March 2006.
President of Columbia Transmission and Columbia Gulf from January 2001 to March 2006.
57
Vice President and Controller of NiSource since November 2000.
Table of Contents
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
2008
2007
High
Low
High
Low
19.82
16.78
24.80
23.04
18.80
17.07
25.43
19.90
18.45
14.00
21.68
17.58
15.59
10.35
20.82
17.49
Table of Contents
Year Ended December 31,
(in millions except per share data)
2008
2007
2006
2005
2004
$
5,171.3
$
4,332.5
$
4,083.7
$
4,484.7
$
3,691.0
1,132.4
1,089.6
1,027.0
1,000.8
1,004.7
1,357.0
1,358.6
1,300.0
1,249.5
1,122.0
1,213.5
1,080.2
1,007.7
1,059.7
727.8
8,874.2
7,860.9
7,418.4
7,794.7
6,545.5
3,242.6
3,187.0
3,082.7
3,097.3
3,013.6
917.7
916.7
915.8
954.5
1,091.6
369.8
302.9
333.8
285.0
441.8
(290.8
)
18.5
(52.0
)
21.8
(5.5
)
0.4
(0.3
)
79.0
321.4
282.2
306.5
436.3
20,032.2
18,010.3
18,170.1
17,969.3
16,979.6
4,728.8
5,076.6
5,013.6
4,933.0
4,787.1
81.1
81.1
5,943.9
5,594.4
5,146.2
5,271.2
4,835.9
$
10,672.7
$
10,671.0
$
10,159.8
$
10,285.3
$
9,704.1
1.35
1.10
1.22
1.05
1.68
(1.06
)
0.07
(0.18
)
0.08
(0.03
)
0.29
1.17
1.04
1.13
1.65
1.34
1.10
1.22
1.04
1.66
(1.05
)
0.07
(0.19
)
0.08
(0.02
)
0.29
1.17
1.03
1.12
1.64
0.92
0.92
0.92
0.92
0.92
274,262
274,177
273,654
272,623
270,626
36,194
38,091
40,401
46,451
50,020
1,299.6
786.4
627.1
570.5
519.1
7,981
7,607
7,439
7,822
8,628
(a)
For 2008, the Results from Discontinued Operations net of taxes includes the after tax loss
on disposition related to the sales of Whiting Clean Energy, Northern Utilities and Granite State
Gas of $32.3 million, $63.3 million and $12.5 million, respectively, and an adjustment of $188.0
million for the Tawney litigation.
(b)
In the third quarter of 2008, NiSource Development Company sold its interest in JOF
Transportation Company to Lehigh Service Corporation for a pre-tax gain of $16.7 million included
within Other, net on the Statements of Consolidated Income.
(c)
During the second quarter 2008, Northern Indiana purchased Sugar Creek for $329.7 million,
which is included in the above capital expenditures amount for 2008.
(d)
During the fourth quarter of 2007, Whiting Clean Energy redeemed its outstanding long-term
notes. The associated redemption premium of $40.6 million was recorded as a loss on early
extinguishment of long-term debt.
(e)
Northern Indiana detected an error in its unbilled revenue calculation and revised its estimate
for unbilled electric and gas revenues. As a result, this correction reduced net revenues by $25.5
million in the fourth quarter of 2007.
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(f)
In 2007, NiSource amended its ten-year agreement with IBM to provide business process and
support services to NiSource. The original and amended IBM agreement reduced Operating Income by
$13.2 million, $12.3 million and $82.8 million due to restructuring and transition costs during
2007, 2006 and 2005, respectively.
(g)
In 2007, NiSource adopted the new measurement date provisions of SFAS No. 158 which decreased
Total Assets by approximately $80.2 million, decreased Total Liabilities by approximately $76.8
million and decreased total Common stockholders equity by approximately $3.4 million, net of
taxes.
(h)
In 2006, NiSource adopted SFAS No. 158 which increased Total Assets by approximately $491.2
million, increased Total Liabilities by approximately $347.6 million and increased total Common
stockholders equity by approximately $143.6 million, net of taxes.
(i)
During the fourth quarter 2005, Columbia redeemed issues of its senior unsecured notes and
recorded charges associated with the redemption of these securities totaling $108.6 million, which
were recognized as a loss on early extinguishment of long-term debt.
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Index
Page
24
24
31
34
41
41
44
52
53
59
66
72
Table of Contents
Net revenues for Distribution Operations increased from 2007. This increase was due
primarily to regulatory and service programs including impacts from rate proceedings at
Columbia of Pennsylvania, Columbia of Ohio, Columbia of Kentucky and Bay State, the impact of
an adjustment for estimated unbilled revenues of $14.6 million recorded by Northern Indiana in
2007, increased trackers which are offset in expense and colder weather.
On December 31, 2007, Whiting Clean Energy redeemed $292.1 million of its notes due June
20, 2011, having an average interest rate of 8.30%. The associated redemption premium of $40.6
million was charged to loss on early extinguishment of long-term debt in 2007 results.
Interest expense decreased due to lower short-term interest rates and the retirement late
in 2007 of high cost debt associated with the Whiting Clean Energy facility.
Other, net was income of $17.6 million for 2008 versus expense of $6.4 million in 2007.
The 2008 results include NiSource Development Companys sale of its interest in JOF
Transportation Company to Lehigh Service Corporation on August 27, 2008, for a pre-tax gain of
$16.7 million. JOF Transportation Company held 40% interest in Chicago South Shore & South
Bend Railroad Co. and a 40% interest in Indiana Illinois Development Company, LLC. The
additional change from last year is due from lower costs related to the sale of accounts
receivable.
The effective income tax rate was 33.4% in 2008 a decrease from the 35.2% effective rate
reported in 2007. The decrease was primarily due to recent legislation in Massachusetts that
reduced income tax expense by $14.9 million in 2008. Refer to Note 11, Income Taxes, in the
Notes to Consolidated Financial Statements for additional detail.
Operating expenses increased primarily due to higher operation and maintenance expenses
across NiSources business segments. Increased depreciation charges and other taxes also
contributed to the higher operating expenses. See the following bullet points for
explanations for these increases.
Operation and maintenance expenses increased due primarily to higher employee and
administrative expenses that include payroll, benefits and corporate services. The increase
was a result of higher payroll costs for increased headcount, costs of living and performance
adjustments, and corporate service costs related to information technology and consulting.
Operation and maintenance expenses also increased due to higher electric generation and
maintenance costs and higher trackers which are collected in revenues partially offset by
lower legal reserves and an adjustment to medical expenses. The increase in electric
generation and maintenance costs resulted from planned turbine and boiler maintenance and a
generator overhaul, as well as incremental costs associated with the Sugar Creek facility.
The higher depreciation cost includes an $8.3 million depreciation expense adjustment
recorded by Northern Indiana during the second quarter of 2008 and depreciation on the new
Sugar Creek facility. The increase in other taxes is primarily due to higher gross receipts
taxes that are mostly subject to trackers and are therefore collected in net revenues.
The completion of the sale of Northern Utilities and Granite State Gas Transmission to
Unitil Corp. in December 2008 for $201.6 million, including working capital. The working
capital amount will be adjusted based upon the final settlement during the first quarter of
2009.
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The sale of the Whiting Clean Energy facility to BPAE in June 2008 for $216.7 million,
including working capital.
The disposition of certain non-strategic Columbia Gulf assets in the Gulf of Mexico
area.
The resolution of the Tawney class action litigation, which involved natural gas royalty
claims asserted against CNR, a former NiSource subsidiary for which NiSource retained
primary financial responsibility. On November 22, 2008, a West Virginia court approved a
settlement of the case, with NiSource to pay an amount not to exceed $338.8 million.
During the second quarter, NiSource issued $700 million
of senior unsecured debt.
In September 2008, NiSource supplemented its $1.5 billion revolving credit facility that
extends to July 2011 with a new, six-month $500 million credit facility. That facility
helped ensure ample liquidity to accommodate the companys seasonal cash flow requirements
and to provide near-term funding flexibility related to the Tawney settlement. On February
13, 2009, the six-month credit facility was terminated in conjunction with the closing of a
new two-year bank loan facility.
NiSource also refinanced $254 million in Northern Indiana Pollution Control Bonds in
August 2008 at a weighted average fixed interest rate of 5.58%, and renewed Northern
Indianas $200 million accounts receivable facility in December 2008.
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Addressing critical funding requirements during calendar years 2009 and 2010,
including the resolution of the Tawney class action litigation in an amount not to
exceed $338.8 million; annual anticipated dividend payments of approximately $252
million; and debt maturities of $417.6 million in November 2009 and $932.4 million in
November 2010.
Reducing the Companys total projected 2009 funding requirements from nearly $1
billion to approximately $500 million by reducing planned capital spending for 2009
from in excess of $1 billion to $800 million; and through a $250 million reduction in
working capital requirements for 2009;
To further improve the companys liquidity position, NiSource recently put in place a
two-year term loan facility with a syndicate of banks which will expire in February
2011. Borrowings under the facility will have an effective cost of LIBOR plus 538 basis
points. The facility became effective on February 13, 2009, and currently has firm bank
commitments totaling $265 million. Under an
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NiSource is also working towards (i) issuing additional unsecured
corporate debt and (ii) issuing upto an aggregate of $350 million of
secured or unsecured debt at several of its subsidiary companies
during 2009.
During 2008, NiSource issued long-term debt of $500 million of 6.80% unsecured notes
that mature January 15, 2019 and $200 million of 6.15% unsecured notes that mature on
March 1, 2013.
In addition, on August 25, 2008, Northern Indiana converted all of the Jasper County
Pollution Control Bonds from a variable rate demand mode to a fixed rate mode, and
reoffered the bonds to external investors. As a result of the fixed rate conversion
and reoffering process, the weighted average interest rate is now fixed at 5.58%.
Northern Indiana also renewed its $200 million accounts receivable facility in December
2008.
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The completion of the sale of Northern Utilities and Granite State Gas to Unitil Corp.
for $201.6 million, including working capital.
The sale of the Whiting Clean Energy facility to BPAE for $216.7 million, including
working capital.
The disposition of certain non-strategic Columbia Gulf assets in the Gulf of Mexico
area.
Table of Contents
(in millions)
2006
2007
2008
2009E
$
268.0
$
286.3
$
369.7
$
332.0
204.4
225.7
383.8
290.2
151.2
241.5
552.4
175.4
4.0
10.4
0.7
2.4
$
627.6
$
763.9
$
1,306.6
$
800.0
During the second quarter, NiSource issued $700 million
of senior unsecured debt.
In September 2008, NiSource supplemented its $1.5 billion revolving credit facility that
extends to July 2011 with a new, six-month $500 million credit facility. That facility
helped ensure ample liquidity to accommodate the companys seasonal cash flow requirements
and to provide near-term funding flexibility related to the Tawney settlement. On February
13, 2009, the six-month credit facility was terminated in conjunction with the closing of a
new two-year bank loan facility.
NiSource also refinanced $254 million in Northern Indiana Pollution Control Bonds in
August 2008 at a weighted average fixed interest rate of 5.58%, and renewed Northern
Indianas $200 million accounts receivable facility in December 2008.
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(in millions)
Total
2009
2010
2011
2012
2013
After
$
6,381.1
$
461.0
$
1,010.0
$
27.2
$
315.0
$
613.0
$
3,954.9
45.7
8.0
4.6
4.0
4.1
4.4
20.6
2,672.5
377.0
355.8
287.7
284.8
239.6
1,127.6
241.6
45.3
42.6
37.3
31.5
24.4
60.5
1,249.9
699.9
220.0
66.0
66.0
66.0
132.0
1,885.2
247.5
242.6
222.2
214.4
154.5
804.0
613.7
101.9
103.9
96.8
92.8
91.1
127.2
76.0
11.9
11.8
11.8
11.7
11.5
17.3
368.2
129.7
104.0
104.5
23.2
6.8
157.1
157.1
$
13,691.0
$
2,239.3
$
2,095.3
$
857.5
$
1,043.5
$
1,211.3
$
6,244.1
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Level 1 inputs are quoted prices (unadjusted) in active markets for identical asset or
liabilities that the company has the ability to access as of the reporting date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly through corroboration
with observable market data.
Level 3 inputs are unobservable inputs, such as internally developed pricing models for
the asset or liability due to little or no market activity for the asset or liability.
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Year Ended December 31,
(in millions)
2008
2007
2006
$
5,733.7
$
4,865.8
$
4,577.2
4,196.1
3,390.2
3,195.5
1,537.6
1,475.6
1,381.7
794.5
755.9
711.1
228.7
224.2
221.6
(2.3
)
(0.7
)
(0.3
)
181.8
171.2
165.9
1,202.7
1,150.6
1,098.3
$
334.9
$
325.0
$
283.4
$
3,228.8
$
2,752.1
$
2,814.2
1,125.4
947.9
992.8
311.9
271.1
296.9
915.5
629.6
415.6
152.1
265.1
57.7
$
5,733.7
$
4,865.8
$
4,577.2
278.0
272.0
239.5
174.2
169.4
156.8
373.2
376.4
361.9
96.8
88.1
54.9
1.0
1.4
0.9
923.2
907.3
814.0
5,071
4,811
4,352
4,976
4,948
4,948
2
%
(3
%)
(12
%)
3,037,504
3,041,634
3,035,439
280,195
279,468
278,764
8,003
8,061
8,166
76
71
73
3,325,778
3,329,234
3,322,442
Table of Contents
Gas Distribution Operations (continued)
(in millions)
2007
2008
2009E
$
80.0
$
75.8
$
75.6
42.6
23.4
18.9
104.3
197.5
171.9
59.4
73.0
65.6
$
286.3
$
369.7
$
332.0
Table of Contents
Gas Distribution Operations (continued)
Table of Contents
Gas Distribution Operations (continued)
Table of Contents
Gas Distribution Operations (continued)
Table of Contents
Gas Distribution Operations (continued)
Table of Contents
Year Ended December 31,
(in millions)
2008
2007
2006
$
682.5
$
683.6
$
664.1
178.9
179.4
176.7
3.9
4.4
5.8
865.3
867.4
846.6
326.5
335.3
324.9
117.6
116.3
114.1
7.3
7.9
0.5
56.5
55.3
54.3
507.9
514.8
493.8
12.3
9.4
(12.3
)
$
369.7
$
362.0
$
340.5
1,096.4
1,030.0
932.1
655.3
651.3
533.5
270.9
229.4
129.9
0.9
2.6
8.3
36.3
36.9
38.5
(538.0
)
(559.7
)
(491.2
)
1,521.8
1,390.5
1,151.1
Table of Contents
Gas Transmission and Storage Operations (continued)
Table of Contents
Gas Transmission and Storage Operations (continued)
(in millions)
2007
2008
2009E
$
89.5
$
253.4
$
173.4
136.2
130.4
116.8
$
225.7
$
383.8
$
290.2
Table of Contents
Gas Transmission and Storage Operations (continued)
Table of Contents
Gas Transmission and Storage Operations (continued)
Table of Contents
Gas Transmission and Storage Operations (continued)
Table of Contents
Gas Transmission and Storage Operations (continued)
Table of Contents
Year Ended December 31,
(in millions)
2008
2007
2006
$
1,362.7
$
1,363.1
$
1,303.8
556.8
551.5
481.4
805.9
811.6
822.4
320.7
298.2
266.7
209.6
191.9
187.3
(0.3
)
(0.7
)
56.7
60.7
58.0
586.7
550.1
512.0
$
219.2
$
261.5
$
310.4
$
367.6
$
389.0
$
358.2
364.7
371.4
365.2
525.8
511.5
513.3
57.1
53.5
36.1
47.5
37.7
31.0
$
1,362.7
$
1,363.1
$
1,303.8
3,345.9
3,543.6
3,293.9
3,915.8
3,775.0
3,855.7
9,305.4
9,443.7
9,503.2
737.2
909.1
661.4
138.2
141.7
114.1
17,442.5
17,813.1
17,428.3
705
919
714
808
812
803
(13
%)
13
%
(11
%)
400,640
400,991
398,349
53,438
52,815
52,106
2,484
2,509
2,509
9
6
5
754
755
759
457,325
457,076
453,728
Table of Contents
Electric Operations (continued)
(in millions)
2007
2008
2009E
$
49.2
$
376.1
$
37.0
7.1
6.3
0.9
22.8
25.9
18.3
162.4
144.1
119.1
$
241.5
$
552.4
$
175.3
Table of Contents
Electric Operations (continued)
Table of Contents
Electric Operations (continued)
Table of Contents
Electric Operations (continued)
Table of Contents
Electric Operations (continued)
Table of Contents
Year Ended December 31,
(in millions)
2008
2007
2006
$
1,173.9
$
1,050.3
$
967.7
1,144.3
1,020.9
937.6
29.6
29.4
30.1
19.9
20.6
23.1
2.6
2.7
2.7
(0.4
)
0.9
(1.2
)
5.3
4.5
3.0
27.4
28.7
27.6
$
2.2
$
0.7
$
2.5
Table of Contents
Other Operations (continued)
Table of Contents
Table of Contents
Index
Page
76
80
82
83
85
86
88
90
152
156
Table of Contents
Bay State Gas Company
NiSource Capital Markets, Inc.
Columbia Energy Resources, Inc.
Columbia Natural Resources, Inc.
Columbia Energy Group
Columbia Energy Services Corporation
Columbia Gulf Transmission Company
Columbia Gas of Kentucky, Inc.
Columbia Gas of Maryland, Inc.
Columbia Gas of Ohio, Inc.
Columbia Gas of Pennsylvania, Inc.
Columbia Gas of Virginia, Inc.
Columbia Gas Transmission Corporation
Columbia of Ohio Receivables Corporation
Crossroads Pipeline Company
Granite State Gas Transmission, Inc.
Hardy Storage Company, L.L.C.
Kokomo Gas and Fuel Company
Lake Erie Land Company
Millennium Pipeline Company, L.P.
NDC Douglas Properties, Inc.
NiSource Inc.
NiSource Corporate Services Company
NiSource Development Company, Inc.
NiSource Finance Corp.
Northern Indiana Public Service Company
Northern Indiana Fuel and Light Company
Northern Utilities, Inc.
NIPSCO Receivables Corporation
PEI Holdings, Inc.
EnergyUSA-TPC Corp.
Whiting Clean Energy, Inc.
Allowance for funds used during construction
American Institute of Certified Public Accountants
Administrative Order by Consent Order
Ancillary Services Market
Best Alternative Retrofit Technology
British Banker Association
Billion cubic feet
Board of Directors
BP Amoco p.l.c.
Clean Air Act
Clean Air Interstate Rule
Clean Air Mercury Rule
Combined Cycle Gas Turbine
Comprehensive Environmental Response Compensation and Liability
Act (also known as Superfund)
Chesapeake Appalachia, L.L.C.
Certificate of Public Convenience and Necessity
Table of Contents
Began April 1, 2005 and refers to the operational
control of the energy markets by MISO, including the
dispatching of wholesale electricity and generation,
managing transmission constraints, and managing the
day-ahead, real-time and financial transmission rights
markets
United States Department of Transportation
Massachusetts Department of Public Utilities
Demand Side Management
Dekatherm
Environmental Cost Recovery
Environmental Cost Recovery Mechanism
Environmental cost tracker
Environmental Expense Recovery
Environmental Expense Recovery Mechanism
Emerging Issues Task Force Issue No. 06-03, How Sales
Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the
Income Statement (That Is, Gross Versus Net
Presentation)
United States Environmental Protection Agency
Earnings per share
Fuel adjustment clause
Financial Accounting Standards Board
Federal Energy Regulatory Commission
FASB Interpretation No. 46, Consolidation of Variable
Interest Entities (revised December 2003)an
interpretation of ARB No. 51
FASB Interpretation No. 39, Offsetting of Amounts
Related to Certain Contracts an interpretation of APB
Opinion No. 10 and FASB Statement No. 105
FASB Interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations
FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes
FASB Staff Position FAS 132 (R)-1: Employers
Disclosures About Postretirement Benefit Plan Assets
FASB Staff Position FIN 39-1: Amendment of FASB
Interpretation No. 39
FASB Technical Bulletin No. 85-4: Accounting for
Purchases of Life Insurance
Financial Transmission Rights
Gigawatt hours
Horsepower
International Business Machines Corp.
The Agreement for Business Process & Support Services
Indiana Department of Environmental Management
International Financial Reporting Standards
Integrated Resource Plan
Internal Revenue Service
Indiana Utility Regulatory Commission
Local distribution companies
London InterBank Offered Rate
Last-in, first-out
Liquefied Natural Gas
Manufactured gas plant
Midwest Independent Transmission System Operator
Dean H. Mitchell Coal Fired Generating Station
Table of Contents
Million dekatherms
Megawatts
Megawatts hours
National Ambient Air Quality Standards
National Association of Securities Dealers Automated
Quotations
Notice of Violation
Nitrogen oxide
National Pollutant Discharge Elimination System
New York Mercantile Exchange
Indiana Office of Utility Consumer Counselor
Pennsylvania Department of Environmental Protection
parking and lending services
Polychlorinated biphenyls
Piedmont Natural Gas Company, Inc.
Percentage of Income Plan
Price Protection Service
Pennsylvania Public Utility Commission
Public Utilities Commission of Ohio
Qualified production activities income
Resource Conservation and Recovery Act
Request for Proposal
Revenue Sufficiency Guarantee
Staff Accounting Bulletin No. 92, Accounting and
Disclosures Relating to Loss Contingencies
Securities and Exchange Commission
Statement of Financial Accounting Standards No. 5,
Accounting for Contingencies
Statement of Financial Accounting Standards No. 71,
Accounting for the Effects of Certain Types of
Regulation
Statement of Financial Accounting Standards No. 87,
Employers Accounting for Pensions
Statement of Financial Accounting Standards No. 88,
Employers Accounting for Settlements and Curtailments
of Defined Benefit Pension Plans and for Termination
Benefits
Statement of Financial Accounting Standards No. 101,
Regulated Enterprises Accounting for the
Discontinuation of Application of Financial Accounting
Standards Board Statement No. 71
Statement of Financial Accounting Standards No. 106,
Employers Accounting for Postretirement Benefits
Other than Pensions
Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes
Statement of Financial Accounting Standards No. 123R,
Share-Based Payment
Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and
Related Information
Statement of Financial Accounting Standards No. 132(R),
Employers Disclosures about Pensions and Other
Postretirement Benefits an amendment of FASB No. 87,
88, and 106
Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging
Activities, as amended
Table of Contents
Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial
Asset and Extinguishments of Liabilities
Statement of Financial Accounting Standards No. 141R, Business Combinations
Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations
Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets
Statement of Financial Accounting Standards No. 157, Fair Value Measurement
Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans
Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities Including an amendment of FASB Statement No. 115
Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51
Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging
an amendment of SFAS No. 133
State Implementation Plan
Synthetic Natural Gas
Sulfur dioxide
Statement of Position 96-1, Environmental Remediation Liabilities
Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal
Use
Standard Service Offer
Troubled Asset Relief Program
Value-at-risk and instrument sensitivity to market factors
Table of Contents
Columbus, Ohio
February 27, 2009
Table of Contents
Columbus, Ohio
February 27, 2009
Table of Contents
Year Ended December 31,
(in millions, except per share amounts)
2008
2007
2006
$
5,171.3
$
4,332.5
$
4,083.7
1,132.4
1,089.6
1,027.0
1,357.0
1,358.6
1,300.0
1,213.5
1,080.2
1,007.7
8,874.2
7,860.9
7,418.4
5,631.6
4,673.9
4,335.7
3,242.6
3,187.0
3,082.7
1,454.9
1,430.4
1,333.6
567.2
540.2
531.5
7.6
10.8
4.1
307.5
298.3
285.4
2,337.2
2,279.7
2,154.6
12.3
9.4
(12.3
)
917.7
916.7
915.8
(380.1
)
(402.3
)
(389.2
)
(1.1
)
17.6
(6.4
)
(6.8
)
(40.6
)
(0.7
)
(362.5
)
(449.3
)
(397.8
)
555.2
467.4
518.0
185.4
164.5
184.2
369.8
302.9
333.8
(182.6
)
10.2
(52.0
)
(108.2
)
8.3
79.0
321.4
281.8
0.4
$
79.0
$
321.4
$
282.2
$
1.35
$
1.10
$
1.22
(1.06
)
0.07
(0.18
)
$
0.29
$
1.17
$
1.04
$
1.34
$
1.10
$
1.22
(1.05
)
0.07
(0.19
)
$
0.29
$
1.17
$
1.03
$
0.92
$
0.92
$
0.92
274.0
273.8
272.6
275.4
274.7
273.4
Table of Contents
As of December 31, (in millions)
2008
2007
$
18,356.8
$
17,295.6
(8,080.8
)
(7,787.0
)
10,276.0
9,508.6
112.1
67.0
10,388.1
9,575.6
45.8
593.5
86.8
72.7
117.9
117.2
250.5
783.4
20.6
34.6
286.6
57.7
1,142.5
900.3
511.8
452.2
180.2
158.3
95.1
78.1
63.8
58.1
150.4
102.2
393.8
210.5
314.9
215.4
2.0
85.9
249.1
107.1
3,410.8
2,460.4
200.7
25.2
1,640.4
867.5
3,677.3
3,677.3
330.6
341.6
10.3
157.8
123.5
121.5
5,982.8
5,190.9
$
20,032.2
$
18,010.3
Table of Contents
CONSOLIDATED BALANCE SHEETS (continued)
As of December 31,
(in millions, except share amounts)
2008
2007
$
2.7
$
2.7
4,020.3
4,011.0
901.1
1,074.5
(172.0
)
11.7
(23.3
)
(23.3
)
4,728.8
5,076.6
5,943.9
5,594.4
10,672.7
10,671.0
469.3
33.9
1,163.5
1,061.0
693.3
713.0
127.3
112.8
206.5
188.4
120.1
99.3
35.9
10.4
286.5
79.9
555.5
441.6
14.7
38.7
40.4
87.8
6.4
4.8
1.5
20.6
375.1
112.3
487.4
393.6
4,583.4
3,398.1
188.5
1.7
1,549.8
1,466.2
46.1
53.4
76.7
81.3
6.2
0.2
1,238.5
547.8
4.4
141.3
1,386.1
1,337.7
126.0
128.2
153.8
183.4
4,776.1
3,941.2
$
20,032.2
$
18,010.3
Table of Contents
Year Ended December 31,
(in millions)
2008
2007
2006
$
79.0
$
321.4
$
282.2
40.6
0.7
567.2
540.2
531.5
25.7
0.8
(8.4
)
137.8
5.4
(111.1
)
(24.0
)
(38.8
)
(34.0
)
9.5
4.4
6.9
4.3
(0.3
)
(1.1
)
3.3
11.1
5.2
(0.4
)
(25.3
)
(14.1
)
8.4
108.2
(8.3
)
182.6
(10.2
)
52.0
7.7
7.3
7.7
(5.4
)
(3.6
)
(2.0
)
(201.7
)
17.9
408.3
(82.4
)
98.1
(70.1
)
(30.3
)
(60.2
)
(200.1
)
14.5
5.8
6.3
(89.7
)
(11.3
)
53.3
20.8
(2.6
)
20.9
3.6
(118.1
)
361.2
(71.9
)
31.2
(111.8
)
45.7
(14.6
)
12.6
(27.6
)
5.9
(0.5
)
(91.8
)
60.2
(36.3
)
(10.8
)
(97.7
)
(46.9
)
36.3
(0.7
)
(8.3
)
38.7
(22.3
)
(6.5
)
(36.5
)
(8.5
)
6.7
587.5
739.0
1,126.4
(2.2
)
18.2
29.8
585.3
757.2
1,156.2
(969.9
)
(786.4
)
(627.1
)
(329.7
)
46.7
17.4
10.6
47.8
4.2
21.6
(228.8
)
80.6
(109.8
)
(39.2
)
14.0
(4.7
)
(38.1
)
5.6
2.3
(1,511.2
)
(664.6
)
(707.1
)
396.9
(16.8
)
(25.4
)
(1,114.3
)
(681.4
)
(732.5
)
959.3
803.6
(40.6
)
(457.9
)
(438.7
)
(254.0
)
(40.6
)
102.5
(132.0
)
296.4
(81.6
)
1.3
8.2
21.9
(2.1
)
(6.1
)
(252.4
)
(252.1
)
(251.9
)
516.1
(72.9
)
(460.0
)
(407.6
)
1.5
(40.7
)
393.6
0.3
4.8
34.6
32.8
68.7
$
20.6
$
34.6
$
32.8
Table of Contents
As of December 31,
(in millions)
2008
2007
$
48.5
$
48.5
1.7
48.5
50.2
1.0
1.1
1.0
1.1
3.0
3.0
106.0
116.0
109.0
119.0
0.6
3.5
0.6
0.7
35.6
36.8
4.2
12.8
13.0
$
12.8
$
13.0
Table of Contents
STATEMENTS OF CONSOLIDATED LONG-TERM DEBT (continued)
As of December 31,
(in millions)
2008
2007
$
1,000.0
$
1,000.0
545.0
345.0
450.0
315.0
315.0
500.0
500.0
230.0
230.0
90.0
90.0
450.0
450.0
800.0
800.0
550.0
550.0
265.0
265.0
500.0
99.3
18.8
(25.8
)
(25.1
)
5,318.5
4,988.7
254.0
254.0
164.2
165.2
(0.9
)
(1.0
)
417.3
418.2
$
5,943.9
$
5,594.4
(a)
Interest rates and maturities shown are as of December 31, 2008. Please refer to Note 16, Long-Term Debt, for changes in debt outstanding.
Table of Contents
Accumulated
Additional
Other
Common
Treasury
Paid-In
Retained
Comprehensive
Comprehensive
(in millions)
Stock
Stock
Capital
Earnings
Income/(Loss)
Total
Income
$
2.7
$
(15.1
)
$
3,969.4
$
981.6
$
(5.6
)
$
4,933.0
282.2
282.2
$
282.2
2.1
2.1
2.1
(119.3
)
(119.3
)
(119.3
)
143.7
143.7
4.4
$
169.4
(250.9
)
(250.9
)
(6.1
)
(6.1
)
0.8
0.8
23.5
23.5
3.6
3.6
1.0
1.0
$
2.7
$
(21.2
)
$
3,998.3
$
1,012.9
$
20.9
$
5,013.6
(6.9
)
(6.9
)
(0.8
)
(0.8
)
$
2.7
$
(21.2
)
$
3,998.3
$
1,005.2
$
20.9
$
5,005.9
321.4
321.4
$
321.4
2.2
2.2
2.2
(23.8
)
(23.8
)
(23.8
)
12.4
12.4
12.4
$
312.2
(252.1
)
(252.1
)
(2.1
)
(2.1
)
0.8
0.8
10.5
10.5
0.4
0.4
1.0
1.0
$
2.7
$
(23.3
)
$
4,011.0
$
1,074.5
$
11.7
$
5,076.6
Table of Contents
Accumulated
Additional
Other
Common
Treasury
Paid-In
Retained
Comprehensive
Comprehensive
(in millions)
Stock
Stock
Capital
Earnings
Income/(Loss)
Total
Income (Loss)
$
2.7
$
(23.3
)
$
4,011.0
$
1,074.5
$
11.7
$
5,076.6
79.0
79.0
$
79.0
(4.0
)
(4.0
)
(4.0
)
(147.4
)
(147.4
)
(147.4
)
(32.3
)
(32.3
)
(32.3
)
$
(104.7
)
(252.4
)
(252.4
)
0.9
0.9
7.4
7.4
1.0
1.0
$
2.7
$
(23.3
)
$
4,020.3
$
901.1
$
(172.0
)
$
4,728.8
(a)
Net unrealized gain/loss on available for sale securities, net of $2.8 million tax benefit, $1.1 million, and $1.4 million tax expense in 2008, 2007 and 2006,
respectively.
(b)
Net unrealized gain/loss on derivatives qualifying as cash flow hedges, net of $94.9 million, $9.8 million and $65.4 million tax benefit in 2008, 2007, and 2006 .
(c)
Unrecognized Pension Benefit and Other Postretirement Benefit Costs recorded to accumulated other comprehensive income, net of $19.9 million tax benefit, $7.3 million, and $96.2 million tax expense in 2008, 2007, 2006. For the year ended December 31, 2006, Unrecognized
Pension Benefit and Other Postretirement Benefits Costs recorded to comprehensive income was net of $3.0 million tax expense.
Common
Treasury
Outstanding
Shares (in thousands)
Shares
Shares
Shares
273,364
(741
)
272,623
(284
)
(284
)
37
37
1,278
1,278
274,679
(1,025
)
273,654
(88
)
(88
)
36
36
575
575
275,290
(1,113
)
274,177
(4
)
(4
)
49
49
40
40
275,379
(1,117
)
274,262
Table of Contents
Table of Contents
Gross
Gross Unrealized
Unrealized
(in millions)
Amortized Cost
Gains
Losses
Fair Value
$
34.9
$
2.2
$
(0.2
)
$
36.9
34.0
1.2
(1.1
)
34.1
$
68.9
$
3.4
$
(1.3
)
$
71.0
Gross
Gross Unrealized
Unrealized
(in millions)
Amortized Cost
Gains
Losses
Fair Value
$
45.6
$
1.8
$
$
47.4
18.0
0.2
(0.6
)
17.6
$
63.6
$
2.0
$
(0.6
)
$
65.0
Table of Contents
Notes to Consolidated Financial Statements (continued)
At December 31,
(in millions)
2008
2007
$
18.6
$
16.8
20.2
24.4
1,094.4
298.4
99.1
120.2
29.3
26.6
157.5
154.5
180.2
158.3
125.4
123.6
38.6
44.4
114.5
103.0
36.3
35.3
71.5
24.2
45.8
30.0
28.5
21.6
22.9
14.0
52.7
45.9
$
2,135.5
$
1,241.2
(180.2
)
(158.3
)
$
1,955.3
$
1,082.9
At December 31,
(in millions)
2008
2007
$
35.9
$
10.4
125.7
127.8
1,315.2
1,227.3
38.1
38.4
2.0
36.1
20.8
48.0
18.1
15.2
6.7
13.9
25.6
46.6
$
1,588.1
$
1,563.7
(35.9
)
(10.4
)
(125.7
)
(127.8
)
$
1,426.5
$
1,425.5
Table of Contents
Notes to Consolidated Financial Statements (continued)
At December 31, (
in millions
)
2008
2007
$
6,608.6
$
6,374.1
5,412.6
5,382.2
5,890.4
5,235.0
445.2
304.3
165.0
109.5
$
18,521.8
$
17,405.1
$
(2,536.0
)
$
(2,458.4
)
(2,676.3
)
(2,675.3
)
(2,868.5
)
(2,653.3
)
(52.9
)
(42.5
)
$
(8,133.7
)
$
(7,829.5
)
$
10,388.1
$
9,575.6
(1)
Northern Indianas common utility plant and associated accumulated depreciation and
amortization are allocated
between Gas Distribution Utility and Electric Utility
Property, Plant and Equipment.
2008
2007
2006
3.7
%
3.6
%
3.6
%
2.8
%
2.9
%
2.9
%
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Diluted Average Common Shares Computation
2008
2007
2006
273,974
273,797
272,560
72
115
1,279
626
548
196
180
137
275,449
274,675
273,360
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Level 1 inputs are quoted prices (unadjusted) in active markets for identical asset or
liabilities that the company has the ability to access as of the reporting date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly through corroboration
with observable market data.
Table of Contents
Notes to Consolidated Financial Statements (continued)
Level 3 inputs are unobservable inputs, such as internally developed pricing models for
the asset or liability due to little or no market activity for the asset or liability.
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
(in millions)
Property, plant
Materials and
Assets of discontinued
and equipment,
Accounts
supplies, at
Regulatory
Intangible
Other
operations and held for sale:
net
receivable, net
average cost
assets
assets
assets
Total
$
20.8
$
$
$
$
$
$
20.8
11.9
11.9
6.2
6.2
4.1
1.0
5.1
2.6
2.6
0.3
0.9
1.2
$
45.9
$
0.9
$
$
$
$
1.0
$
47.8
Liabilities of discontinued
Accounts
Deferred
Deferred
Regulatory
Other
operations and held for sale:
Debt
payable
income taxes
credits
liabilities
liabilities
Total
$
4.9
$
0.2
$
$
$
$
0.2
$
5.3
0.6
0.6
$
4.9
$
0.8
$
$
$
$
0.2
$
5.9
Table of Contents
Notes to Consolidated Financial Statements (continued)
(in millions)
Property, plant
Materials and
Assets of discontinued
and equipment,
Accounts
supplies, at
Regulatory
Intangible
Other
operations and held for sale:
net
receivable, net
average cost
assets
assets
assets
Total
$
168.8
$
27.2
$
1.4
$
16.1
$
72.4
$
22.0
$
307.9
269.9
12.7
8.9
11.8
303.3
17.2
0.2
0.1
8.1
0.2
25.8
12.6
12.6
9.5
9.5
8.0
8.0
5.2
0.9
6.1
4.8
4.8
0.3
0.7
0.2
1.2
0.2
0.2
$
496.5
$
40.8
$
10.3
$
16.2
$
80.5
$
35.1
$
679.4
Liabilities of discontinued
Accounts
Deferred
Deferred
Regulatory
Other
operations and held for sale:
Debt
payable
income taxes
credits
liabilities
liabilities
Total
$
$
9.9
$
56.0
$
0.1
$
17.3
$
10.2
$
93.5
1.1
36.0
17.0
1.9
56.0
4.6
1.7
6.3
0.4
5.1
0.1
5.6
0.5
0.5
$
4.6
$
11.9
$
97.1
$
17.1
$
17.3
$
13.9
$
161.9
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
(in millions)
2008
2007
$
128.2
$
128.7
0.8
0.8
5.2
5.8
1.7
1.2
(9.9
)
(8.3
)
$
126.0
$
128.2
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
(in millions)
Hedge
Non-Hedge
Total
$
143.5
$
6.9
$
150.4
200.7
200.7
$
344.2
$
6.9
$
351.1
$
233.6
$
52.9
$
286.5
171.4
17.1
188.5
$
405.0
$
70.0
$
475.0
(in millions)
Hedge
Non-Hedge
Total
$
88.5
$
13.7
$
102.2
25.0
0.2
25.2
$
113.5
$
13.9
$
127.4
$
53.8
$
26.1
$
79.9
1.5
0.2
1.7
$
55.3
$
26.3
$
81.6
(in millions, net of taxes)
2008
2007
$
7.6
$
31.4
(130.7
)
0.3
(16.7
)
(24.1
)
$
(139.8
)
$
7.6
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
December 31, 2008
December 31, 2007
(in millions)
Assets
Liabilities
Assets
Liabilities
$
1.6
$
69.9
$
0.2
$
22.1
3.0
0.2
1.8
0.3
0.1
1.1
5.0
0.1
13.7
1.1
3.1
41.0
$
6.9
$
73.0
$
55.2
$
29.2
Table of Contents
Notes to Consolidated Financial Statements (continued)
December 31, 2008
December 31, 2007
(in millions)
Assets
Liabilities
Assets
Liabilities
$
95.8
$
$
18.8
$
December 31, 2008
December 31, 2007
(in millions)
Assets
Liabilities
Assets
Liabilities
$
248.4
$
402.0
$
53.2
$
52.4
0.2
$
248.4
$
402.0
$
53.4
$
52.4
Table of Contents
Notes to Consolidated Financial Statements (continued)
% of Voting
Power or
Investee
Type of Investment
Interest Held
General Partnership
50.0
LLC Membership
50.0
LLC Membership
47.5
Limited Partnership
12.2
Limited Partnership
5.4
Limited Partnership
4.1
Limited Partnership
1.8
Year Ended December 31,
(in millions)
2008
2007
2006
$
3.1
$
$
3.1
2.0
(24.7
)
16.9
8.1
(36.5
)
1,043.0
214.9
80.1
971.5
179.0
4.4
71.5
35.9
75.7
$
23.6
$
17.9
$
23.6
17.9
15.4
15.1
8.6
11.0
(0.2
)
213.4
198.9
104.5
146.0
141.2
103.5
67.4
57.7
1.0
Table of Contents
Notes to Consolidated Financial Statements (continued)
Year Ended December 31,
(in millions)
2008
2007
2006
$
31.1
$
147.1
$
268.1
16.4
13.0
27.2
47.5
160.1
295.3
167.8
6.6
(83.6
)
(22.7
)
6.8
(19.1
)
145.1
13.4
(102.7
)
(7.3
)
(8.0
)
(8.4
)
(0.1
)
(1.1
)
N/A
0.2
0.1
N/A
$
185.4
$
164.5
$
184.2
Year Ended December 31,
(in millions)
2008
2007
2006
$
555.2
$
467.4
$
518.0
194.3
35.0
%
163.6
35.0
%
181.3
35.0
%
(4.1
)
(0.7
)
12.9
2.8
5.3
1.0
6.9
1.2
5.4
1.2
8.3
1.6
(7.3
)
(1.3
)
(8.0
)
(1.7
)
(8.4
)
(1.6
)
(0.5
)
(0.1
)
(1.0
)
(0.2
)
(1.2
)
(0.2
)
(2.0
)
(0.4
)
(2.3
)
(0.5
)
(2.4
)
(0.5
)
(5.1
)
(0.9
)
(1.9
)
(0.4
)
(0.7
)
(0.1
)
(1.8
)
(0.3
)
(3.3
)
(0.7
)
(1.4
)
(0.3
)
5.0
0.9
(0.9
)
(0.3
)
3.4
0.7
$
185.4
33.4
%
$
164.5
35.2
%
$
184.2
35.6
%
Table of Contents
Notes to Consolidated Financial Statements (continued)
At December 31,
(in millions)
2008
2007
$
2,084.9
$
1,950.8
63.0
65.4
708.6
428.6
15.7
18.0
2,872.2
2,462.8
(83.5
)
(118.4
)
(506.7
)
(473.1
)
(505.8
)
(214.3
)
(29.9
)
(24.7
)
(96.2
)
(5.0
)
(208.6
)
(92.5
)
(6.5
)
(33.8
)
(1,437.2
)
(961.8
)
(114.8
)
34.8
$
1,549.8
$
1,466.2
(in millions)
Total
$
0.9
(0.9
)
$
Table of Contents
Notes to Consolidated Financial Statements (continued)
Reconciliation of Unrecognized Tax
Benefits
(in millions)
2008
2007
$
3.7
$
16.0
(0.2
)
(9.1
)
0.8
(3.5
)
(0.5
)
$
3.5
$
3.7
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Defined Benefit Pension Plan
Postretirement Welfare Plan
Asset Category
Minimum
Maximum
Minimum
Maximum
35
%
55
%
40
%
60
%
10
%
20
%
10
%
20
%
15
%
45
%
20
%
50
%
0
%
15
%
0
%
0
%
0
%
10
%
0
%
10
%
Postretirement
Defined Benefit
Welfare Plan
(in millions)
Pension Assets
12/31/2008
Assets
12/31/2008
Asset Class
Asset Value
% of Total Assets
Asset Value
% of Total Assets
$
588.8
40.9
%
$
106.8
50.7
%
194.8
13.5
%
27.7
13.1
%
484.5
33.6
%
74.7
35.4
%
164.1
11.4
%
8.2
0.6
%
1.6
0.8
%
$
1,440.4
100.0
%
$
210.8
100.0
%
Postretirement
Defined Benefit
Welfare Plan
(in millions)
Pension Assets
12/31/2008
Assets
12/31/2008
Asset Class
Asset Value
% of Total Assets
Asset Value
% of Total Assets
$
987.4
44.1
%
$
166.0
54.4
%
423.7
18.9
%
47.5
15.6
%
667.7
29.9
%
88.7
29.1
%
154.9
6.9
%
4.5
0.2
%
2.8
0.9
%
$
2,238.2
100.0
%
$
305.0
100.0
%
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Pension Benefits
Other Postretirement Benefits
(in millions)
2008
2007
2008
2007
$
2,158.8
$
2,278.6
$
760.7
$
774.0
37.4
41.2
9.4
9.9
132.4
127.7
47.6
43.6
5.2
5.0
0.4
(9.6
)
0.6
3.5
(6.0
)
(101.7
)
(60.2
)
(38.3
)
(3.9
)
(0.2
)
(0.3
)
(165.9
)
(177.4
)
(50.3
)
(37.9
)
0.9
0.9
$
2,153.0
$
2,158.8
$
713.6
$
760.7
$
2,238.2
$
2,129.6
$
305.0
$
257.3
(635.7
)
219.7
(99.7
)
30.1
5.8
66.3
50.6
50.5
(1.9
)
5.2
5.0
(165.9
)
(177.4
)
(50.3
)
(37.9
)
$
1,440.5
$
2,238.2
$
210.8
$
305.0
$
(712.5
)
$
79.4
$
(502.8
)
$
(455.7
)
$
$
120.4
$
7.9
$
25.3
(4.3
)
(4.8
)
(20.7
)
(16.7
)
(708.2
)
(36.2
)
(490.0
)
(464.3
)
$
(712.5
)
$
79.4
$
(502.8
)
$
(455.7
)
$
$
$
30.8
$
39.1
(2.3
)
1.6
11.1
11.3
946.4
126.4
159.2
87.7
$
944.1
$
128.0
$
201.1
$
138.1
Table of Contents
Notes to Consolidated Financial Statements (continued)
Pension Benefits
Other Postretirement Benefits
2008
2007
2008
2007
6.92
%
6.40
%
6.92
%
6.40
%
4.00
%
4.00
%
8.00
%
9.00
%
5.00
%
5.00
%
2014
2012
1% point
1% point
(in millions)
increase
decrease
$
4.3
$
(4.0
)
46.1
(42.8
)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Other
Federal
Pension
Postretirement
Subsidy
(in millions)
Benefits
Benefits
(Receipts)
$
163.3
$
56.7
$
1.1
168.6
60.2
1.3
196.6
63.4
1.6
189.3
64.1
1.8
184.7
64.1
2.0
1,058.1
321.2
10.7
Pension Benefits
Other Postretirement Benefits
(in millions)
2008
2007
2006
2008
2007
2006
$
37.4
$
41.2
$
42.6
$
9.4
$
9.9
$
9.3
132.4
127.7
124.9
47.6
43.6
40.5
(194.0
)
(186.9
)
(175.6
)
(25.1
)
(20.9
)
(18.3
)
8.0
8.0
8.1
4.3
5.5
5.9
0.7
0.4
0.4
1.2
8.1
18.2
4.0
5.9
6.1
(18.7
)
(4.4
)
16.0
44.6
46.9
46.1
0.3
0.4
0.9
$
(18.3
)
$
(4.4
)
$
16.9
$
44.9
$
46.9
$
46.1
Other
Pension Benefits
Postretirement Benefits
2008
2007
2006
2008
2007
2006
6.40
%
5.85
%
5.50
%
6.40
%
5.85
%
5.50
%
9.00
%
9.00
%
9.00
%
8.75
%
8.75
%
8.75
%
4.00
%
4.00
%
4.00
%
Table of Contents
Notes to Consolidated Financial Statements (continued)
Other Postretirement
Pension Benefits
Benefits
(in millions)
2008
2007
2008
2007
$
$
(86.6
)
$
$
(10.8
)
(0.2
)
(0.7
)
(2.4
)
0.4
(9.6
)
0.6
3.5
823.7
(134.5
)
75.8
(47.5
)
(8.0
)
(8.0
)
(4.3
)
(5.5
)
(0.7
)
(0.4
)
(1.2
)
(8.1
)
(4.0
)
(5.9
)
$
816.0
$
(244.3
)
$
63.0
$
(69.1
)
$
797.7
(248.7
)
$
107.9
(22.2
)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Weighted Average
Options
Option Price ($)
7,598,130
22.68
(10,000
)
18.44
(2,822,916
)
22.77
4,765,214
22.63
4,765,214
22.63
Table of Contents
Notes to Consolidated Financial Statements (continued)
Restricted Stock
Weighted Average
awards
Grant Date Fair Value ($)
10,000
22.91
244,907
17.29
(22,099
)
19.42
232,808
17.33
Time-accelerated
Weighted Average
awards
Grant Date Fair Value ($)
571,625
20.97
(35,105
)
20.83
(31,887
)
20.81
504,633
20.99
Table of Contents
Notes to Consolidated Financial Statements (continued)
Contingent
Weighted Average
Awards
Grant Date Fair Value ($)
318,199
23.46
479,515
17.52
(16,381
)
22.94
(6,338
)
23.46
774,995
10.81
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Year Ending December 31,
(in millions)
$
469.0
1,014.6
31.2
319.1
617.4
3,975.5
$
6,426.8
Table of Contents
Notes to Consolidated Financial Statements (continued)
At December 31,
(in millions)
2008
2007
$
1,163.5
$
1,061.0
$
1,163.5
$
1,061.0
Quoted Prices in
Significant
Active Markets
Other
Significant
for Identical
Observable
Unobservable
Recurring Fair Value Measurements
Assets
Inputs
Inputs
Balance as of
(in millions)
(Level 1)
(Level 2)
(Level 3)
December 31, 2008
$
246.6
$
100.3
$
4.2
$
351.1
36.9
34.1
71.0
$
283.5
$
134.4
$
4.2
$
422.1
$
468.4
$
6.6
$
$
475.0
$
468.4
$
6.6
$
$
475.0
Table of Contents
Notes to Consolidated Financial Statements (continued)
Financial
Period Ended December 31, 2008
(in millions)
Transmission Rights
Other Derivatives
Total
$
12.6
$
(3.5
)
$
9.1
(0.1
)
1.0
0.9
(9.9
)
4.1
(5.8
)
$
2.6
$
1.6
$
4.2
$
(0.1
)
$
$
(0.1
)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
(in millions)
Total
2009
2010
2011
2012
2013
After
$
5,814.0
$
460.0
$
1,000.0
$
$
315.0
$
545.0
$
3,494.0
commodity contracts of subsidiaries
497.4
492.8
4.6
1,163.5
1,163.5
87.3
69.9
2.0
14.4
1.0
842.8
65.2
16.0
225.7
535.9
$
8,405.0
$
2,251.4
$
1,002.0
$
14.4
$
331.0
$
770.7
$
4,035.5
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Operating
Capital
(in millions)
Leases
Leases (a)
$
45.3
$
10.7
42.6
7.2
37.3
6.3
31.5
6.2
24.4
6.2
60.5
24.2
$
241.6
$
60.8
(a)
Capital lease payments shown above are inclusive of interest totaling $15.1 million.
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Vertex
Energy
Outsourcing
Commodity
Pipeline Service
IBM
Service
LLC Service
Other Service
(in millions)
Agreements
Agreements
Agreement
Agreement
Agreements
$
699.9
$
247.5
$
101.9
$
11.9
$
129.7
220.0
242.6
103.9
11.8
104.0
66.0
222.2
96.8
11.8
104.5
66.0
214.4
92.8
11.7
23.2
66.0
154.5
91.1
11.5
6.8
132.0
804.0
127.2
17.3
$
1,249.9
$
1,885.2
$
613.7
$
76.0
$
368.2
Year Ended December 31,
(in millions)
2008
2007
$
0.4
$
7.2
(2.8
)
(232.1
)
10.2
92.3
(2.6
)
(52.7
)
(0.5
)
20.1
0.2
$
(172.0
)
$
11.7
Year Ended December 31,
(in millions)
2008
2007
2006
$
15.4
$
12.3
$
8.5
(14.6
)
(20.9
)
$
(20.1
)
16.8
2.2
4.8
$
17.6
$
(6.4
)
$
(6.8
)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Year Ended December 31,
(in millions)
2008
2007
2006
$
367.4
$
363.5
$
352.3
28.6
45.5
33.4
7.7
7.3
7.7
(23.5
)
(17.0
)
(11.1
)
(0.1
)
3.0
6.9
$
380.1
$
402.3
$
389.2
Table of Contents
Notes to Consolidated Financial Statements (continued)
Year Ended December 31,
(in millions)
2008
2007
2006
$
5,715.5
$
4,846.2
$
4,562.6
18.2
19.6
14.6
5,733.7
4,865.8
4,577.2
652.5
643.7
618.2
212.8
223.7
228.4
865.3
867.4
846.6
1,361.9
1,362.2
1,302.9
0.8
0.9
0.9
1,362.7
1,363.1
1,303.8
1,133.5
999.7
928.7
40.4
50.6
39.0
1,173.9
1,050.3
967.7
(261.4
)
(285.7
)
(276.9
)
$
8,874.2
$
7,860.9
$
7,418.4
Table of Contents
Notes to Consolidated Financial Statements (continued)
Year Ended December 31,
(in millions)
2008
2007
2006
$
334.9
$
325.0
$
283.4
369.7
362.0
340.5
219.2
261.5
310.4
2.2
0.7
2.5
(8.3
)
(32.5
)
(21.0
)
$
917.7
$
916.7
$
915.8
$
228.7
$
224.2
$
221.6
117.6
116.3
114.1
209.6
191.9
187.3
2.6
2.7
2.7
8.7
5.1
5.8
$
567.2
$
540.2
$
531.5
$
7,434.5
$
6,946.9
$
6,934.7
4,033.3
3,491.6
3,385.0
4,198.3
3,382.6
3,429.5
1,494.0
1,361.7
1,607.6
2,872.1
2,827.5
2,813.3
$
20,032.2
$
18,010.3
$
18,170.1
$
372.8
$
273.4
$
268.1
359.8
241.4
203.5
549.5
246.4
151.7
1.4
1.4
1.5
16.1
23.8
2.3
$
1,299.6
$
786.4
$
627.1
(a)
Excludes investing activities in equity investments.
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
First
Second
Third
Fourth
(in millions, except per share data)
Quarter
Quarter
Quarter
Quarter
$
3,288.7
$
1,790.9
$
1,409.1
$
2,385.5
394.9
116.2
107.9
298.7
189.5
20.7
32.6
127.0
(90.2
)
(223.0
)
(12.6
)
35.0
99.3
(202.3
)
20.0
162.0
0.69
0.08
0.12
0.46
(0.33
)
(0.82
)
(0.04
)
0.13
$
0.36
$
(0.74
)
$
0.08
$
0.59
0.69
0.08
0.11
0.46
(0.33
)
(0.81
)
(0.04
)
0.13
$
0.36
$
(0.73
)
$
0.07
$
0.59
$
2,844.2
$
1,566.3
$
1,249.6
$
2,200.8
430.5
144.0
109.5
232.7
206.5
29.0
7.9
59.5
10.2
(2.3
)
3.1
7.5
216.7
26.7
11.0
67.0
0.75
0.11
0.03
0.21
0.04
(0.01
)
0.01
0.03
$
0.79
$
0.10
$
0.04
$
0.24
0.75
0.11
0.03
0.21
0.04
(0.01
)
0.01
0.03
$
0.79
$
0.10
$
0.04
$
0.24
(a)
During the fourth quarter of 2008, catastrophic losses related to Columbia Gulfs offshore
assets sustained in prior years were settled with various insurance companies resulting in an $11.0
million loss on sale of assets that reduced operating income.
(b)
During the fourth quarter of 2007, Northern Indiana detected an error in its unbilled revenue
calculation and revised its estimate for unbilled electric and gas revenues. This correction
resulted in a $30.6 million reduction in net revenues.
(c)
During the fourth quarter of 2007, NiSource recognized $10 million in additional costs related
to its Amended Outsourcing Agreement with IBM.
Table of Contents
Notes to Consolidated Financial Statements (continued)
Year Ended December 31,
(in millions)
2008
2007
2006
$
375.8
$
414.6
$
371.8
23.5
17.0
11.1
60.6
185.2
288.2
Table of Contents
Condensed Financial
Information of Registrant
Table of Contents
Condensed Financial
Information of Registrant
Year Ended December 31,
(in millions, except per share amounts)
2008
2007
2006
$
495.4
$
453.9
$
468.0
(13.9
)
(27.9
)
(24.9
)
2.5
5.9
11.3
(215.3
)
(231.2
)
(222.2
)
(2.6
)
(3.1
)
0.8
(229.3
)
(256.3
)
(235.0
)
266.1
197.6
233.0
(103.7
)
(105.3
)
(100.8
)
369.8
302.9
333.8
(182.6
)
10.2
(52.0
)
(108.2
)
8.3
0.4
$
79.0
$
321.4
$
282.2
274.0
273.8
272.6
275.4
274.7
273.4
$
1.35
$
1.10
$
1.22
(1.06
)
0.07
(0.18
)
$
0.29
$
1.17
$
1.04
$
1.34
$
1.10
$
1.22
(1.05
)
0.07
(0.19
)
$
0.29
$
1.17
$
1.03
Table of Contents
Condensed Financial
Information of Registrant
Year Ended December 31,
(in millions)
2008
2007
2006
$
43.6
$
149.0
$
312.4
14.3
82.0
0.6
(5.3
)
(2.7
)
13.9
(72.9
)
93.6
14.5
(78.2
)
(144.4
)
1.3
8.2
21.9
113.6
80.0
146.7
(252.3
)
(252.1
)
(251.9
)
(2.1
)
(6.1
)
(137.4
)
(166.0
)
(233.8
)
(0.2
)
(2.5
)
0.4
0.4
2.9
2.5
$
0.2
$
0.4
$
2.9
Table of Contents
Condensed Financial Information of Registrant
Table of Contents
Additions
Deductions for
Charged to
Charged
Purposes for
Balance
Costs and
to Other
which Reserves
Balance
($ in millions)
Jan. 1, 2008
Acquisitions
Expenses
Account *
Sale of Assets
were Created
Dec. 31, 2008
37.0
79.2
56.6
(0.2
)
127.3
45.3
3.0
3.0
75.0
411.
7.5
20.8
73.1
2.8
2.6
0.2
5.7
5.7
4.4
18.3
0.3
15.2
7.8
6.7
14.8
17.4
4.1
*
Charged to Other Accounts reflects the reestablishment of reserves for uncollectible accounts
previously written off or charges to either Property, Plant and Equipment or other regulatory
asset accounts based on state regulatory commission orders or precedents.
Additions
Deductions for
Charged to
Charged
Purposes for
Balance
Costs and
to Other
which Reserves
Balance
($ in millions)
Jan. 1, 2007
Acquisitions
Expenses
Account *
Sale of Assets
were Created
Dec. 31, 2007
41.2
54.9
55.6
114.7
37.0
10.1
7.1
3.0
68.9
13.3
12.2
19.4
75.0
7.1
4.3
2.8
5.2
0.5
5.7
3.9
0.6
1.9
2.0
4.4
5.1
16.9
15.3
6.7
*
Charged to Other Accounts reflects the reestablishment of reserves for uncollectible accounts
previously written off or charges to either Property, Plant and Equipment or other regulatory asset
accounts based on state regulatory commission orders or precedents.
Table of Contents
Additions
Deductions for
Charged to
Charged
Purposes for
Balance
Costs and
to Other
which Reserves
Balance
($ in millions)
Jan. 1, 2006
Acquisitions
Expenses
Account *
Sale of Assets
were Created
Dec. 31, 2006
66.7
59.7
52.4
137.6
41.2
10.1
10.1
63.2
7.1
9.7
11.1
68.9
24.5
17.4
7.1
3.8
1.4
5.2
6.2
2.3
(4.1
)
0.5
3.9
5.6
14.0
14.5
5.1
*
Charged to Other Accounts reflects the reestablishment of reserves for uncollectible accounts
previously written off or charges to either Property, Plant and Equipment or other regulatory asset
accounts based on state regulatory commission orders or precedents.
Table of Contents
Table of Contents
159
Table of Contents
160
Table of Contents
161
NiSource Inc.
By:
/s/
Robert C. Skaggs, Jr.
President, Chief Executive Officer and Director
(Principal Executive Officer)
President, Chief
February 27, 2009
Executive Officer and Director
(Principal Executive Officer)
Executive Vice President and
February 27, 2009
Chief Financial Officer
(Principal Financial Officer)
Vice President and Controller
February 27, 2009
(Principal Accounting Officer)
Chairman and Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Table of Contents
162
163
164
EXHIBIT
NUMBER
DESCRIPTION OF ITEM
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit
3.1 to the NiSource Inc. Form 10-Q filed on August 4, 2008).
Bylaws of NiSource Inc., as amended and restated through May 20, 2008 (incorporated by
reference to Exhibit 3.2 to the NiSource Inc. Form 8-K filed on May 22, 2008).
Indenture dated as of March 1, 1988, between Northern Indiana and Manufacturers Hanover
Trust Company, as Trustee (incorporated by reference to Exhibit 4 to the Northern
Indiana Registration Statement (Registration No. 33-44193)).
First Supplemental Indenture dated as of December 1, 1991, between Northern Indiana and
Manufacturers Hanover Trust Company, as Trustee (incorporated by reference to Exhibit
4.1 to the Northern Indiana Registration Statement (Registration No. 33-63870)).
Indenture Agreement between NIPSCO Industries, Inc., NIPSCO Capital Markets, Inc. and
Chase Manhattan Bank as trustee dated February 14, 1997 (incorporated by reference to
Exhibit 4.1 to the NIPSCO Industries, Inc. Registration Statement (Registration No.
333-22347)).
Second Supplemental Indenture, dated as of November 1, 2000 among NiSource Capital
Markets, Inc., NiSource Inc., New NiSource Inc., and The Chase Manhattan Bank, as
trustee (incorporated by reference to Exhibit 4.45 to the NiSource Inc. Form 10-K for
the period ended December 31, 2000).
Indenture, dated November 14, 2000, among NiSource Finance Corp., NiSource Inc., as
guarantor, and The Chase Manhattan Bank, as Trustee (incorporated by reference to
Exhibit 4.1 to the NiSource Inc. Form S-3, dated November 17, 2000 (Registration No.
333-49330)).
NiSource Inc. Nonemployee Director Stock Incentive Plan as amended and restated
effective May 13, 2008. * **
NiSource Inc. Nonemployee Director Retirement Plan, as amended and restated effective
May 13, 2008. * **
Amended and Restated NiSource Inc. Directors Charitable Gift Program effective May 13,
2008.* **
Supplemental Life Insurance Plan effective January 1, 1991, as amended, (incorporated by
reference to Exhibit 2 to the NIPSCO Industries, Inc. Form 8-K filed on March 25, 1992).
*
NiSource Inc. Executive Deferred Compensation Plan, as amended and restated, effective
January 1, 2008 (incorporated by reference to Exhibit 10.3 to the NiSource Inc. Form
10-Q filed on November 4, 2008). *
Form of Change in Control and Termination Agreements and Schedule of Parties to the
Agreements (only applicable to ODonnell following adoption of Exhibit 10.7
below)(incorporated by reference to Exhibit 10.6 to the NiSource Inc. Form 10-K for the
period ended December 31, 2005). *
Form of Change in Control and Termination Agreement (applicable to each named executive
officer except ODonnell)(incorporated by reference to Exhibit 10.7 to the NiSource Inc.
Form 10-Q filed on November 4, 2008). *
Form of Agreement between NiSource Inc. and certain officers of Columbia Energy Group
and schedule of parties to such Agreements (incorporated by reference to Exhibit 10.33
to the NiSource Inc. Form 10-K for the period ended December 31, 2002). *
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION OF ITEM
NiSource Inc. 1994 Long-Term Incentive Plan, as amended and restated effective January
1, 2005 (incorporated by reference to Exhibit 10.4 to the NiSource Inc. Form 8-K filed
on December 2, 2005). *
1
st
Amendment to NiSource Inc. 1994 Long Term Incentive Plan, effective
January 22, 2009. * **
Form of Nonqualified Stock Option Agreement under the NiSource Inc. 1994 Long-Term
Incentive Plan (incorporated by reference to Exhibit 10.2 to the NiSource Inc. Form 8-K
filed on January 3, 2005). *
Form of Contingent Stock Agreement under the NiSource Inc 1994 Long-Term Incentive
Plan. * **
Form of Restricted Stock Agreement
under the NiSource Inc. 1994 Long-Term Incentive Plan. * **
NiSource Inc. Supplemental Executive Retirement Plan as Amended and Restated effective
January 1, 2008 (incorporated by reference to Exhibit 10.4 to the NiSource Inc. Form
10-Q filed on November 4, 2008). *
Bay State Gas Company Supplemental Executive Retirement Plan restated January 1, 1992
(incorporated by reference to Exhibit 10.23 to the NiSource Inc. Form 10-K for the
period ended December 31, 2002). *
NiSource Inc. Executive Severance Policy, as amended and restated, effective January 1,
2008 (incorporated by reference to Exhibit 10.12 to the NiSource Inc. Form 10-K for the
period ended December 31, 2007). *
NiSource Inc. 2008 Corporate Incentive
Plan effective January 1, 2008. * **
Pension Restoration Plan for NiSource Inc. and Affiliates as amended and restated
effective January 1, 2008 (incorporated by reference to Exhibit 10.5 to the NiSource
Inc. Form 10-Q filed on November 4, 2008). *
Savings Restoration Plan for NiSource Inc. and Affiliates as amended and restated
effective January 1, 2008 (incorporated by reference to Exhibit 10.6 to the NiSource
Inc. Form 10-Q filed on November 4, 2008). *
Letter Agreement between NiSource Inc. and Michael W. ODonnell
dated July 28, 2004 regarding his benefits under the NiSource
Inc. Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.2 to the NiSource Inc. Quarterly Report
on Form 10-Q for the period ended September 30, 2004). *
Letter Agreement between NiSource Corporate Services Company and
Christopher A. Helms dated March 15, 2005 (incorporated by
reference to Exhibit 10.2 to the NiSource Inc. Quarterly Report
on Form 10-Q for the period ended June 30, 2005). *
Letter Agreement between NiSource Corporate Services Company and
Eileen ONeill Odum dated November 20, 2007. * **
Letter Agreement between NiSource Corporate Services Company and
Jimmy D. Staton dated December 13, 2007. * **
Letter Agreement between NiSource Corporate Services Company and
Stephen P. Smith dated May 14, 2008. * **
4-Year Letter of Credit Reimbursement Agreement dated as of
February 13, 2004 among NiSource Finance Corp., as Borrower,
NiSource Inc., as Guarantor, the Lead Arranger and Lenders party
thereto, as Lenders; Barclays Bank Plc, as Administrative Agent
and LC Bank, Barclays Capital as Lead Arranger and Barclays
Capital as Sole Book Runner (incorporated by reference to Exhibit
10.3 to the NiSource Inc. Quarterly Report on Form 10-Q for the
period ended March 31, 2004).
Amendment Number 1 to 4-Year Letter Of Credit Reimbursement
Agreement (incorporated by reference to Exhibit 10.4 to the
NiSource Inc. Form 10-Q for the period ended March 31, 2004).
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION OF ITEM
Amended and Restated Revolving Credit Agreement among NiSource
Finance Corp., as Borrower, NiSource Inc., as Guarantor, the
lender parties thereto as Lenders, Credit Suisse as Syndication Agent, JPMorgan Chase Bank, N.A., The Bank Of Tokyo-Mitsubishi
UFJ, Ltd., Chicago Branch and Citicorp USA, Inc., as
Co-Documentation Agents and Barclays Bank PLC, as Administrative
Agent and LC Bank dated July 7, 2006 (incorporated by reference
to Exhibit 10.2 to the NiSource Inc. Form 10-Q for the period
ended June 30, 2006).
Amendment No. 1, dated as of September 19, 2008, to the Amended
and Restated Revolving Credit Agreement among NiSource Finance
Corp, as Borrower, NiSource Inc., as Guarantor, the lender
parties thereto as Lenders, and Barclays Bank PLC as
Administrative Agent and LC Bank. **
Note Purchase Agreement, dated August 23, 2005, by and among
NiSource Finance Corp., as issuer, NiSource Inc., as guarantor,
and the purchasers named therein (incorporated by reference to
Exhibit 10.1 to the NiSource Inc. Current Report on Form 8-K
filed on August 26, 2005).
Amendment No. 1, dated as of November 10, 2008, to the Note
Purchase Agreement by and among NiSource Finance Corp., as
issuer, NiSource Inc., as guarantor, and the purchasers whose
names appear on the signature page thereto. **
Guaranty of NiSource Inc. in favor of JPMorgan Chase Bank, N.A.,
as administrative agent (incorporated by reference to Exhibit
10.1 to the NiSource Inc. Form 8-K filed on August 30, 2007).
Agreement for Business Process and Support Services between
NiSource Corporate Services Company and IBM, effective June 20,
2005 (incorporated by reference to Exhibit 10.1 to the NiSource
Inc. Form 10-Q for the period ended June 30, 2005).
Amendment #4 to Agreement for Business Process and Support
Services between NiSource Corporate Services Company and IBM,
effective December 1, 2007 (incorporated by reference to Exhibit
10.30 to the NiSource Inc. Form 10-K for the period ended December
31, 2007).*
Ratio of Earnings to Fixed Charges. **
List of Subsidiaries. **
Consent of Deloitte & Touche LLP. **
Certification of Robert C. Skaggs, Jr., Chief Executive Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
Certification of Stephen P. Smith, Chief Financial Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
Certification of Robert C. Skaggs, Jr., Chief Executive Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith). **
Certification of Stephen P. Smith, Chief Financial Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith). **
*
Management contract or compensatory plan or arrangement of NiSource Inc.
**
Exhibit filed herewith.
Page | ||||||
|
||||||
ARTICLE I
|
ESTABLISHMENT, PURPOSE, AND DURATION | 2 | ||||
1.1
|
Establishment of the Plan | 2 | ||||
1.2
|
Purpose of the Plan | 2 | ||||
1.3
|
Duration of the Plan | 2 | ||||
|
||||||
ARTICLE II
|
DEFINITIONS | 3 | ||||
2.1
|
Award | 3 | ||||
2.2
|
Award Agreement | 3 | ||||
2.3
|
Board or Board of Directors | 3 | ||||
2.4
|
Change in Control | 3 | ||||
2.5
|
Code | 5 | ||||
2.6
|
Company | 5 | ||||
2.7
|
Committee | 5 | ||||
2.8
|
Director | 5 | ||||
2.9
|
Disability | 5 | ||||
2.10
|
Employee | 6 | ||||
2.11
|
Fair Market Value | 6 | ||||
2.12
|
Nonemployee Director | 6 | ||||
2.13
|
Nonqualified Stock Option or NQSO | 6 | ||||
2.14
|
Option | 6 | ||||
2.15
|
Participant | 6 | ||||
2.16
|
Period of Restriction | 6 | ||||
2.17
|
Restricted Stock | 6 | ||||
2.18
|
Restricted Stock Unit | 6 | ||||
2.19
|
Shares | 7 | ||||
|
||||||
ARTICLE III
|
ADMINISTRATION | 7 | ||||
3.1
|
Committee | 7 | ||||
3.2
|
Administration by the Committee | 7 | ||||
3.3
|
Decisions Binding | 7 | ||||
|
||||||
ARTICLE IV
|
SHARES AND RESTRICTED STOCK UNITS SUBJECT TO THE PLAN | 8 | ||||
4.1
|
Number of Shares and Restricted Stock Units | 8 | ||||
4.2
|
Lapsed Awards | 8 | ||||
4.3
|
Adjustments in Authorized Shares and Restricted Stock Units | 8 | ||||
|
||||||
ARTICLE V
|
ELIGIBILITY AND PARTICIPATTION | 9 | ||||
5.1
|
Eligibility | 9 | ||||
5.2
|
Actual Participation | 9 |
i
|
Page | |||||
|
||||||
ARTICLE VI
|
GRANTS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS | 9 | ||||
6.1
|
Initial Grant | 9 | ||||
6.2
|
Special Grant of Restricted Stock Units | 9 | ||||
6.3
|
Grants Prior to January 1, 2004 | 10 | ||||
6.4
|
Future Grants On and After January 1, 2004 | 10 | ||||
6.5
|
Award Agreements | 11 | ||||
6.6
|
Other Restrictions | 11 | ||||
6.7
|
Certificate Legend | 11 | ||||
6.8
|
Restricted Stock Unit Account | 11 | ||||
6.9
|
Vesting and Transferability | 12 | ||||
6.10
|
Voting and Stock Ownership Rights | 13 | ||||
6.11
|
Dividends and Other Distributions | 13 | ||||
6.12
|
Payment of Restricted Stock Units | 14 | ||||
|
||||||
ARTICLE VII
|
NONQUALIFIED STOCK OPTIONS | 15 | ||||
7.1
|
Potential Grants of Options | 15 | ||||
7.2
|
Option Award Agreement | 15 | ||||
7.3
|
Option Price | 15 | ||||
7.4
|
Duration of Options | 15 | ||||
7.5
|
Vesting of Shares Subject to Option | 15 | ||||
7.6
|
Payment | 16 | ||||
7.7
|
Restrictions on Share Transferability | 17 | ||||
|
||||||
ARTICLE VIII
|
CHANGE IN CONTROL | 17 | ||||
|
||||||
ARTICLE IX
|
AMENDMENT, MODIFICATION AND TERMINATION | 17 | ||||
9.1
|
Amendment, Modification and Termination | 17 | ||||
9.2
|
Awards Previously Granted | 18 | ||||
|
||||||
ARTICLE X
|
GENERAL PROVISIONS | 18 | ||||
10.1
|
Additional Awards | 18 | ||||
10.2
|
Gender and Number | 19 | ||||
10.3
|
Severability | 19 | ||||
10.4
|
Indemnification | 19 | ||||
10.5
|
Beneficiary Designation | 20 | ||||
10.6
|
Termination of Directorship | 20 | ||||
10.7
|
Nontransferability | 22 | ||||
10.8
|
No Right of Nomination | 23 | ||||
10.9
|
Shares Available | 23 | ||||
10.10
|
Additional Compensation | 23 | ||||
10.11
|
Successors | 23 | ||||
10.12
|
Requirements of Law | 23 | ||||
10.13
|
Governing Law | 24 |
ii
2
3
4
5
6
7
8
9
10
11
Annual | Cumulative | |||
Percentage of Units or | Percentage of Units or | |||
Anniversary | Shares Which Vest or | Shares Which are Vested or | ||
of Grant Date | Become Freely Transferablec | Became Freely Transferable | ||
1 | 20% | 20% | ||
2 | 20% | 40% | ||
3 | 20% | 60% | ||
4 | 20% | 80% | ||
5 | 20% | 100% |
12
13
14
15
Annual | Cumulative | |||
Anniversary | Percentage of | Percentage of | ||
of Grant Date | Options Which Vest | Options Which are Vested | ||
1 | 20% | 20% | ||
2 | 20% | 40% | ||
3 | 20% | 60% | ||
4 | 20% | 80% | ||
5 | 20% | 100% |
16
17
18
19
20
21
22
23
NISOURCE INC.
|
||||
By: | /s/ Robert C. Campbell | |||
Its: Senior Vice President, Human Resources | ||||
24
Page | ||||||
|
||||||
ARTICLE I
|
Purpose | 1 | ||||
|
||||||
ARTICLE II
|
Definitions | 1 | ||||
|
||||||
ARTICLE III
|
Administration | 5 | ||||
|
||||||
ARTICLE IV
|
Eligibility for Retirement Benefits | 5 | ||||
|
||||||
ARTICLE V
|
Amount of Retirement Benefit | 6 | ||||
|
||||||
ARTICLE VI
|
Payment of Retirement Benefits | 6 | ||||
|
||||||
ARTICLE VII
|
Payment in the Event of Death | 6 | ||||
|
||||||
ARTICLE VIII
|
Payment in the Event of Separation From Service Following a Change in Control | 7 | ||||
|
||||||
ARTICLE IX
|
Unfunded Plan | 8 | ||||
|
||||||
ARTICLE X
|
Certain Payments | 8 | ||||
|
||||||
ARTICLE XI
|
Miscellaneous | 9 |
i
2
3
4
5
6
7
8
NISOURCE INC.
|
||||
By: | /s/ Robert C. Campbell | |||
Its: | Senior Vice President, Human Resources | |||
9
1. | PURPOSE OF THE PROGRAM | |
Under the NiSource Inc. Directors Charitable Gift Program ( Program ), NiSource Inc. ( Company ) will make a donation on behalf of each eligible Director, in the Directors name, to the eligible tax-exempt organization(s) ( Donee(s) ) selected by the Director. The purpose of the Program is to acknowledge the service of the Companys Directors, to recognize the interest of the Company and its Directors in supporting worthy charitable organizations and institutions of higher learning and to enhance the Companys ability to continue to attract and retain highly qualified individuals to serve as Directors. | ||
2. | ELIGIBILITY | |
All persons serving as Directors of the Company as of February 16, 2006, other than Directors who are current or former employees of the Company or any of its subsidiaries, shall be eligible to participate in the Program through December 31, 2008. All Directors who join the Companys Board of Directors after that date shall not be eligible to participate in the Program. No Director shall be eligible to participate in the program after December 31, 2008. | ||
3. | DONATION AMOUNT |
(a) | While serving as a Director before May 13, 2008, the donation amount for a Director will be determined based on the Directors completed years of Board service, in accordance with the following schedule. |
Completed Years | Cumulative | |||
of Service | Donations | |||
Less than 5
|
$ | 0 | ||
5-9
|
$ | 125,000 | ||
10 or more
|
$ | 250,000 |
Notwithstanding this schedule, a Director who has completed at least five years of service will be treated as having served for 10 or more years if he or she terminates Board service as a result of death, disability or mandatory retirement. | |||
(b) | Effective May 13, 2008, any Eligible Director who has not satisfied his or her donations, regardless of the number of years of service on the Board, may make donation in any amounts but in aggregate will not exceed $125,000. No donations will be made, however, after December 31, 2008. |
1
4. | RECOMMENDATION OF DONATION | |
At any time after a Director becomes eligible to participate in the Program, he or she may make a written recommendation to the Company, on a form provided by the Company for this purpose, designating the Donee(s) which he or she recommends as the recipient(s) of the Company donation to be made on his or her behalf. A Director may revise or revoke any such recommendation prior to payment of the donation by signing a new recommendation form and submitting it to the Company. Each eligible Director may choose one Donee or several Donees to receive a Company donation, provided that each Donee must be recommended to receive a donation of at least $25,000. | ||
5. | DONEES | |
To be eligible to receive a donation, a recommended organization must be a charitable organization or an accredited United States institution of higher learning and such charitable organization or institution of higher learning must initially, and at the time a donation is to be made, qualify to receive tax-deductible donations under the Internal Revenue Code. An organization or institution will be approved unless it is determined, in the exercise of good faith judgment, that a donation to the organization or institution would be detrimental to the best interests of the Company. A Directors private foundation is not eligible to receive donations under the Program. | ||
6. | TIMING OF DONATION | |
Each donation made on a Directors behalf will be made by the Company as soon as is practicable after the Company receives the Directors recommendation, the Director completes the requisite number of years of service, and the Company confirms the eligibility of the Donee, or at such later date as the Director may specify. In no event, however, will the Company make a donation after December 31, 2008, on behalf of a Director. | ||
7. | FUNDING AND PROGRAM ASSETS | |
The Company currently intends not to fund the Program. However, if in the future the Company elects to fund the Program in any manner, neither the Directors nor their recommended Donee(s) shall have any rights or interests in any assets of the Company identified for such purpose. Nothing contained in the Program shall create, or be deemed to create, a trust, actual or constructive, for the benefit of a Director or any Donee recommended by a Director to receive a donation, or shall give, or be deemed to give, any Director or recommended Donee any interest in any assets of the Program or the Company. |
2
8. | AMENDMENT OR TERMINATION | |
The Board of Directors of the Company, may at any time, without the consent of the Directors participating or eligible to participate in the Program, amend, suspend or terminate the Program. Notwithstanding the foregoing, the Program shall terminate effective December 31, 2008, such that no Director shall be able to participate in the Program after December 31, 2008, and no donations may be made on behalf of a Director after December 31, 2008. | ||
9. | ADMINISTRATION | |
The Program shall be administered by the officers of the NiSource Charitable Foundation or any other employees of the Company or its subsidiaries designated by the Chairman of the Company ( Committee ). The Committee shall have plenary authority in its discretion, but subject to the provisions of the Program, to prescribe, amend and rescind rules, regulations and procedures relating to the Program. The determinations of the Committee on the foregoing matters shall be conclusive and binding on all interested parties. | ||
10. | GOVERNING LAW | |
The Program shall be construed, enforced and administered according to the laws of the State of Indiana, other than the conflicts of law provisions thereof. | ||
11. | EFFECTIVE DATE | |
The effective date of the amended and restated Program is May 13, 2008. The recommendation of any individual Director will be effective when he or she completes and submits to the Committee a written recommendation on the form provided for that purpose. | ||
12. | SUPERSEDES PREVIOUS PROGRAM | |
The terms of this Program supersede the terms of a similar program that was adopted in 1994 by a predecessor to the Company ( Previous Program ). Donations made by the Companys predecessor on behalf of a particular Director under the Previous Program shall count against that Directors cumulative donations under section 3 of this Program. |
3
A. | NiSource Inc. (the Company) maintains the NiSource Inc. 1994 Long-Term Incentive Plan, amended and restated effective January 1, 2005 (the Plan). | |
B. | The Company desires to amend the Plan to allow the Companys Chief Executive Officer to have discretion to grant awards to certain employees. | |
C. | The Company also desires to amend the Plan to establish a claw-back provision in which the Company recovers from a participant in the Plan amounts previously paid to the Participant when the Company later learns that such payment was not proper. | |
D. | Section 21 of the Plan gives the Company the ability to amend the Plan. |
1. | Section 3(c) is added to the Plan to read as follows: | |
(c) CEOs Pool of Shares . A portion of the shares available for Awards under this Plan, to be determined by the Committee, may be reserved for the Chief Executive Officer of the Corporation (the CEO) to make certain Awards (the CEO Pool). The CEO may grant any type of Award with shares from the CEO Pool; provided however, that the CEO may not grant any Award to any executive officers. Awards available for grant from the CEO Pool will be authorized from time to time by the Committee. The Committee may at any time remove from the CEO Pool any shares that have not yet been granted under Awards. | ||
2. | Section 25 is added to the Plan to read as follows: | |
25. Over/Under Payment. If any Participant or beneficiary receives an underpayment of Shares or cash payable under the terms of any Award, payment of any such shortfall shall be made as soon as administratively practicable. If any Participant or beneficiary receives an overpayment of Shares or cash payable under the terms of any Award for any reason, the Committee or its delegate shall have the right, in its sole discretion, to take whatever action it deems appropriate, including but not limited to the right to require repayment of such amount or to reduce future payments under this Plan, to recover any such overpayment. Notwithstanding the foregoing, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, and if |
the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement. |
3. | The remainder of the Plan shall remain unchanged. |
NISOURCE INC.
|
||||
By: | /s/ Robert D. Campbell | |||
2
Cumulative Net | Increase | |||
Operating Earnings | In | |||
Per Share | Award | |||
$3.96
|
10 | % | ||
$4.02
|
20 | % | ||
$4.08
|
30 | % | ||
$4.14
|
40 | % | ||
$4.20
|
50 | % |
Cumulative Net | Increase | |||
Funds from | In | |||
Operations | Award | |||
$2.825 billion
|
10 | % | ||
$2.85 billion
|
20 | % | ||
$2.875 billion
|
30 | % | ||
$2.9 billion
|
40 | % | ||
$2.925 billion
|
50 | % |
-2-
-3-
-4-
-5-
NISOURCE INC.
|
||||
By: | ||||
(Grantee) | ||||
-6-
-2-
-3-
NISOURCE INC. | ||||
|
||||
|
By: | |||
|
||||
|
||||
|
||||
Grantee |
-4-
1. | PURPOSE |
2. | ADMINISTRATION |
3. | ELIGIBILITY FOR PARTICIPATION |
4. | CREATION OF PERFORMANCE TARGETS |
A. | PERFORMANCE GROUPS |
B. | CORPORATE AND BUSINESS UNIT PERFORMANCE CONDITIONS; CREATION OF INCENTIVE POOL |
OEPS | Individual Payout Percentage | |
$1.35 | Stretch % | |
$1.30 | Target % | |
$1.25 | Trigger % |
- 2 -
OEPS | Individual Payout Percentage | |
$1.35 | Stretch % | |
$1.30 | Target % | |
$1.25 | Trigger % |
BUOE | Individual Payout Percentage | |
$276.4M | Stretch % | |
$270.5M | Target % | |
$264.5M | Trigger % |
BUOE | Individual Payout Percentage | |
$317.2M | Stretch % | |
$310.4M | Target % | |
$303.6M | Trigger % |
BUOE | Individual Payout Percentage | |
$386.4M | Stretch % | |
$378.1M | Target % | |
$369.8M | Trigger % |
- 3 -
5. | CALCULATION OF BONUS |
| Non-exempt, business unit employee | ||
| Eligible earnings of $50,000 | ||
| Trigger of 2%; target of 4%; stretch of 6% | ||
| BUOE achieves target amount | ||
| OEPS achieves trigger amount |
| Discretionary: 67% of the Participants individual incentive calculation will be discretionary; the Company may increase or decrease this amount based on the Companys assessment of the Participants performance | ||
| Non-discretionary: 33% of the Participants individual incentive calculation will be fixed. |
- 4 -
| Exempt, business unit employee | ||
| Eligible earnings = $50,000 | ||
| Trigger of 4%, target of 8%, stretch of 12% | ||
| BUOE achieves trigger | ||
| OEPS achieves target | ||
| Solid performer |
6. | DISTRIBUTION OF THE INCENTIVE PAYMENT |
7. | CONTINUITY OF THE PLAN. |
8. | NOTICES. |
- 5 -
9. | WITHHOLDING. |
10. | MISCELLANEOUS PROVISIONS. |
A. | No incentive payment under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge prior to actual receipt thereof by the payee; and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void; and the Company shall not be liable in any manner for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to any incentive payment under the Plan. | ||
B. | Nothing contained herein will confer upon any Participant the right to be retained in the service of an Employer or any affiliate thereof nor limit the right of an Employer or any subsidiary thereof to discharge or otherwise deal with any Participant without regard to the existence of the Plan. | ||
C. | The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of an Employer or any affiliate thereof for payment of any incentive payments hereunder. No Participant or any other person shall have any interest in any particular assets of an Employer or any affiliate thereof by reason of the right to receive an incentive payment under the Plan and any such Participant or any other person shall have only the rights of a general unsecured creditor of an Employer or any affiliate thereof with respect to any rights under the Plan. |
11. | GOVERNING LAW. |
- 6 -
Sincerely,
|
||||
/s/ Robert C. Skaggs | ||||
Robert C. Skaggs | ||||
President and
Chief Executive Officer |
||||
/s/ Eileen ONeill Odum
|
Sincerely,
|
||||
/s/ Robert C. Skaggs | ||||
Robert C. Skaggs | ||||
President and Chief Executive Officer | ||||
Re: | Offer of Employment |
2
1) | A lump-sum payment equal to your annual base salary, as then in effect; | ||
2) | A lump-sum payment equal to your prorated annual incentive opportunity under the Corporate Incentive Plan at the target level; and | ||
3) | A lump-sum payment equal to 130% of the cost of continuation coverage premiums for continued participation by you and your dependents for a period of 1 year in any group health, dental, vision or other welfare benefit plan for which continued participation is available under Section 4980B of the Internal Revenue Code of 1986, as amended (Code), and Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended. |
4) | A payment in the amount of the value of any of the contingent stock described in Section 8 (c) that has not vested as of the date of your termination shall be paid in a lump-sum within 30 days following the date of your termination; | ||
5) | Any unpaid bonus described in Section 9 shall be paid in a lump-sum within 30 days following the date of your termination; and | ||
6) | You shall be entitled to receive reasonable outplacement services beginning on the date of termination and continuing until the earlier of the date you accept other employment or 12 months thereafter. |
3
|
Sincerely, | |||
|
/s/ Robert C. Skaggs, Jr.
President and Chief Executive Officer NiSource Inc. |
/s/ Stephen P. Smith
|
4
1. | Amendments to the Credit Agreement . Effective as of September 19, 2008 and subject to the satisfaction of the condition precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows: |
1.1. | Section 1.01 of the Credit is amended to insert alphabetically therein the following defined term: |
1.2. | Section 8.01(h) of the Credit Agreement is amended to delete clause (ii ) thereof in its entirety and to substitute the following therefor: | ||
(ii) there shall be any period of 30 consecutive days (or, solely with respect to the Tawney Litigation, a period of 30 consecutive days from and after July 1, 2009) during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect, except that, with respect to the Tawney Litigation, expiration or any other failure of a stay of judgment to be in place shall have no effect under clause (ii) of this Section 8.01(h) , either as a Default or, after lapse of time, as an Event of Default, prior to July 1, 2009; or |
2. | Condition of Effectiveness . The effectiveness of this Amendment is subject to the condition precedent that the Administrative Agent shall have received duly executed originals of this Amendment from each of the Borrower, the Guarantor, the Required Lenders under Section 11.02 of the Credit Agreement, the LC Bank and the Administrative Agent. |
3. | Representations and Warranties of the Borrower and the Guarantor . Each of the Borrower and the Guarantor hereby represents and warrants as follows: |
(a) | Each of the Borrower and the Guarantor hereby represents and warrants that this Amendment and the Credit Agreement as previously executed and as modified hereby constitute legal, valid and binding obligations of the Borrower and the Guarantor and are enforceable against the Borrower and the Guarantor in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally). | ||
(b) | Upon the effectiveness of this Amendment and after giving effect hereto, each of the Borrower and the Guarantor hereby (i) reaffirms all covenants, representations and warranties made in the Credit Agreement as modified hereby, and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the date of this Amendment except that any such covenant, representation, or warranty that was made as of a specific date shall be considered reaffirmed only as of such date and (ii) certifies to the Administrative Agent, the LC Bank and the Lenders that no Default has occurred and is continuing. |
4. | Reference to the Effect on the Credit Agreement . |
4.1. | Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to this Credit Agreement, hereunder, hereof, herein or words of like import referring thereto) or in any other Credit Document shall mean and be a reference to the Credit Agreement as modified hereby. | ||
4.2. | Except as specifically modified above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection |
2
therewith, shall remain in full force and effect, and are hereby ratified and confirmed. | |||
4.3. | The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the LC Bank or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. |
5. | GOVERNING LAW . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. |
6. | Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. |
7. | Counterparts . This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. |
3
NISOURCE FINANCE CORP., as Borrower
|
||||
By: | /s/ David J. Vajda | |||
Name: | David J. Vajda | |||
Title: | Vice President and Treasurer | |||
NISOURCE INC., as Guarantor
|
||||
By: | /s/ David J. Vajda | |||
Name: | David J. Vajda | |||
Title: | Vice President and Treasurer | |||
BARCLAYS BANK PLC, as a Lender, as LC
Bank and as Administrative Agent |
||||
By: | /s/ Sydney G. Dennis | |||
Name: | Sydney G. Dennis | |||
Title: | Director | |||
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender
|
||||
By: | /s/ Karim Blasetti | |||
Name: | Karim Blasetti | |||
Title: | Vice President | |||
By: | /s/ Christopher Day | |||
Name: | Christopher Day | |||
Title: | Associate | |||
JPMORGAN CHASE BANK, N.A., as a Lender
|
||||
By: | /s/ Helen D. Davis | |||
Name: | Helen D. Davis | |||
Title: | Vice President |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a
Lender |
||||
By: | /s/ Chi-Cheng Chen | |||
Name: | Chi-Cheng Chen | |||
Title: | Authorized Signatory |
CITICORP USA, INC., as a Lender
|
||||
By: | /s/ Amit Vasani | |||
Name: | Amit Vasani | |||
Title: | Vice President |
BNP PARIBAS, as a Lender
|
||||
By: | /s/ Denis OMeara | |||
Name: | Denis OMeara | |||
Title: | Managing Director | |||
By: | /s/ Andrew Platt | |||
Name: | Andrew Platt | |||
Title: | Managing Director |
DEUTSCHE BANK AG NEW YORK AND GRAND CAYMAN
BRANCHES, as a Lender |
||||
By: | /s/ Thomas Brady | |||
Name: | Thomas Brady | |||
Title: | Managing Director | |||
By: | /s/ Mark McGuigan | |||
Name: | Mark McGuigan | |||
Title: | Vice President |
MIZUHO CORPORATE BANK, LTD., NEW
YORK BRANCH, as a Lender |
||||
By: | /s/ Raymond Ventura | |||
Name: | Raymond Ventura | |||
Title: | Deputy General Manager |
THE ROYAL BANK OF SCOTLAND plc, as a Lender
|
||||
By: | /s/ Andrew N. Taylor | |||
Name: | Andrew N. Taylor | |||
Title: | Vice President | |||
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
|
||||
By: | /s/ Shawn Young | |||
Name: | Shawn Young | |||
Title: | Director |
BANK OF AMERICA, N.A., as a Lender
|
||||
By: | /s/ Patrick N. Martin | |||
Name: | Patrick N. Martin | |||
Title: | Vice President |
THE NORTHERN TRUST COMPANY, as a Lender
|
||||
By: | /s/ Phillip McCaulay | |||
Name: | Phillip McCaulay | |||
Title: | Second Vice President |
PNC BANK, NATIONAL ASSOCIATION, as a Lender
|
||||
By: | /s/ Helmut Vogel | |||
Name: | Helmut Vogel | |||
Title: | Credit Officer |
U.S. BANK NATIONAL ASSOCIATION, as a Lender
|
||||
By: | /s/ James N. DeVries | |||
Name: | James N. DeVries | |||
Title: | Senior Vice President | |||
1. | Amendments to the Note Purchase Agreement . Effective as of November 10, 2008 and subject to the satisfaction of the condition precedent set forth in Section 2 below, the Note Purchase Agreement is hereby amended as follows: |
1.1. | Schedule B of the Note Purchase Agreement is amended to insert alphabetically therein the following defined term: |
1.2. | Section 10.4(i) of the Note Purchase Agreement is amended and restated in its entirety as follows: |
1.3. | Section 11(i) of the Note Purchase Agreement is amended and restated in its entirety as follows: |
2
2. | Condition of Effectiveness . The effectiveness of this Amendment is subject to the condition precedent that the Company shall have received duly executed originals of this Amendment from each of NFC, the Company and the requisite number of Purchasers under Section 17.1(a) of the Note Purchase Agreement. |
3. | Representations and Warranties of NFC and the Company . Each of NFC and the Company hereby represents and warrants as follows: |
(a) | Each of NFC and the Company hereby represents and warrants that this Amendment and the Note Purchase Agreement as previously executed and as modified hereby constitute legal, valid and binding obligations of NFC and the Company and are enforceable against NFC and the Company in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally). | ||
(b) | Upon the effectiveness of this Amendment and after giving effect hereto, each of NFC and the Company hereby (i) reaffirms all covenants, representations and warranties made in the Note Purchase Agreement as modified hereby, and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the date of this Amendment except that any such covenant, representation, or warranty that was made as of a specific date shall be considered reaffirmed only as of such date and (ii) certifies to the Purchasers that no Default has occurred and is continuing. |
4. | Reference to the Effect on the Note Purchase Agreement . |
4.1. | Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Note Purchase Agreement (including any reference therein to this Note Purchase Agreement, hereunder, hereof, herein or words of like import referring thereto) or in any other Credit Document shall mean and be a reference to the Note Purchase Agreement as modified hereby. | ||
4.2. | Except as specifically modified above, the Note Purchase Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. | ||
4.3. | The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Purchaser, nor constitute a waiver of any provision of the Note Purchase Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. |
3
5. | GOVERNING LAW . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. |
6. | Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. |
7. | Counterparts . This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. |
4
NISOURCE FINANCE CORP.
|
||||
By: | /s/ David J. Vajda | |||
Name: | David J. Vajda | |||
Title: | Vice President and Treasurer | |||
NISOURCE INC.
|
||||
By: | /s/ David J. Vajda | |||
Name: | : David J. Vajda | |||
Title: | Vice President and Treasurer | |||
CUSIP: 65473QA*4
A_8 THRU A_10 15,000,000.00 ALLSTATE INSURANCE COMPANY C/O ALLSTATE INVESTMENT LLC PRIVATE PLACEMENT DEPT |
||||
By: | /s/ Jeffrey Cannon | |||
Name: | Jeffrey Cannon | |||
Title: | Authorized Signatory | |||
CUSIP: 65473QA*4
A_11 & A_12 10,000,000.00 ALLSTATE LIFE INS. CO. OF NY C/O ALLSTATE INVESTMENT LLC PRIVATE PLACEMENT DEPT |
||||
By: | /s/ Jeffrey Cannon | |||
Name: | Jeffrey Cannon | |||
Title: | Authorized Signatory | |||
CUSIP: 65473QA*4
A_1 THRU A_7 35,000,000.00 ALLSTATE LIFE INSURANCE CO. C/O ALLSTATE INVESTMENTS LLC PRIVATE PLACEMENT DEPT |
||||
By: | /s/ Jeffrey Cannon | |||
Name: | Jeffrey Cannon | |||
Title: | Authorized Signatory | |||
CUSIP: 65473QA*4
A_37 5,000,000.00 BANKERS LIFE AND CASUALTY CO. |
||||
By: | /s/ Timothy L. Powell | |||
Name: | Timothy L. Powell | |||
Title: |
Vice President, Director of
Private Placements |
|||
CUSIP: 65473QA*4
A_14 5,000,000.00 Genworth Life Insurance Company of New York |
||||
By: | /s/ John R. Endres | |||
Name: | John R. Endres | |||
Title: | Investment Officer | |||
CUSIP: 65473QA*4
A_15 15,000.000.00 Genworth Life Insurance Company |
||||
By: | /s/ John R. Endres | |||
Name: | John R. Endres | |||
Title: | Investment Officer | |||
CUSIP: 65473QA*4
A_30 THRU A_32 14,000,000.00 HARTFORD ACCIDENT AND INDEMNITY COMPANY C/O HARTFORD INVESTMENT MANAGEMENT CO INVESTMENT DEPT PRIVATE PLACEMENTS |
||||
By: | /s/ Kenneth R. Doiron | |||
Name: | Kenneth R. Doiron | |||
Title: | Vice President | |||
CUSIP: 65473QA*4
A_27 & A_28 25,000,000.00 JACKSON NATL LIFE INS. CO. C/O PPM AMERICA, INC. ATTN: PRIVATE PLACEMENTS MARK STAUB |
||||
By: | /s/ Brian Manczak | |||
Name: | Brian Manczak | |||
Title: | Assistant Vice President | |||
CUSIP: 65473QA*4
A-38 1,000,000.00 LIFE INSURANCE COMPANY OF THE SOUTHWEST C/O NATIONAL LIFE INSURANCE COMPANY |
||||
By: | /s/ R. Scott Higgins | |||
Name: | R. Scott Higgins | |||
Title: | Sr. Vice President | |||
CUSIP: 65473QA*4
A_39 4,000,000.00 NATIONAL LIFE INSURANCE CO. ATTN: PRIVATE PLACEMENTS |
||||
By: | /s/ R. Scott Higgins | |||
Name: | R. Scott Higgins | |||
Title: | Sr. Vice President | |||
CUSIP: 65473QA*4
A_33 & A_34 2,000,000.00 PHYSICIANS LIFE INSURANCE CO. C/O HARTFORD INVESTMENT MANAGEMENT CO C/O INV DEPT PRIVATE PLACEMENT |
||||
By: | /s/ Kenneth R. Doiron | |||
Name: | Kenneth R. Doiron | |||
Title: | Vice President | |||
CUSIP: 65473QA*4
A_36 5,000,000.00 ST PAUL FIRE AND MARINE INS. CO C/O ST. PAUL TRAVELERS |
||||
By: | /s/ David D. Rowland | |||
Name: | David D. Rowland | |||
Title: | Sr. Vice President | |||
CUSIP: 65473QA*4
A_13 35,000,000.00 TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, ATTN: FIXED INCOME AND REAL ESTATE |
||||
By: | /s/ Lisa M. Ferraro | |||
Name: | Lisa M. Ferraro | |||
Title: | Director | |||
CUSIP: 65473QA*4
A_35 10,000,000.00 THE TRAVELLERS IMDEMNITY CO. C/O ST. PAUL TRAVELERS |
||||
By: | /s/ David D. Rowland | |||
Name: | David D. Rowland | |||
Title: | Sr. Vice President | |||
CUSIP: 65473QA*4
A_26 35,000,000.00 TRANSAMERICA LIFE INS. CO. successor by merger to TRANSAMERICA OCC. LIFE INS. CO. C/O AEGON USA INV MGMT, LLC ATTN: FRED HOWARD PRIVATE PLACEMENTS |
||||
By: | /s/ Frederick B. Howard | |||
Name: | Frederick B. Howard | |||
Title: | Vice President | |||
CUSIP: 65473QA@2
B_2 21,000,000.00 ALLIANZ LIFE INSURANCE CO OF NORTH AMERICA By: Allianz of America, Inc., as the authorized signatory and investment manager |
||||
By: | /s/ Brian F. Landrey | |||
Name: | Brian F. Landrey | |||
Title: | Vice President | |||
CUSIP: 65473QA@2 B*_2 4,000,000.00 ALLIANZ LIFE INSURANCE CO OF NORTH AMERICA By: Allianz of America, Inc., as the authorized signatory and investment manager |
||||
By: | /s/ Brian F. Landrey | |||
Name: | Brian F. Landrey | |||
Title: | Vice President | |||
CUSIP: 65473QA@2
B_14 2,250,000.00 C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Sub-Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA@2
B_16 3,000,000.00 HAKONE FUND LLC By: Babson Capital Management LLC, as Investment Manager |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA@2
B_10 7,400,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA@2
B_11 3,950,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA@2
B_12 1,250,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA@2
B_13 1,300,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA@2
B_15 850,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA@2
B_1 21,000,000.00 THE NORTHWESTERN MUTUAL LIFE INSURANCE CO ATTN: SECURITIES DEPT |
||||
By: | /s/ Richard A. Strait | |||
Name: | Richard A. Strait | |||
Title: | Its Authorized Representative | |||
CUSIP: 65473QA@2
B*_1 21,000,000.00 THE NORTHWESTERN MUTUAL LIFE INSURANCE CO ATTN: SECURITIES DEPT |
||||
By: | /s/ Richard A. Strait | |||
Name: | Richard A. Strait | |||
Title: | Its Authorized Representative | |||
CUSIP: 65473QA@2
B**_1 21,000,000.00 THE NORTHWESTERN MUTUAL LIFE INSURANCE CO ATTN: SECURITIES DEPT |
||||
By: | /s/ Richard A. Strait | |||
Name: | Richard A. Strait | |||
Title: | Its Authorized Representative | |||
CUSIP: 65473QA@2
B***_1 21,000,000.00 THE NORTHWESTERN MUTUAL LIFE INSURANCE CO ATTN: SECURITIES DEPT |
||||
By: | /s/ Richard A. Strait | |||
Name: | Richard A. Strait | |||
Title: | Its Authorized Representative | |||
CUSIP: 65473QA@2
B****_1 21,000,000.00 THE NORTHWESTERN MUTUAL LIFE INSURANCE CO ATTN: SECURITIES DEPT |
||||
By: | /s/ Richard A. Strait | |||
Name: | Richard A. Strait | |||
Title: | Its Authorized Representative | |||
CUSIP: 65473QA@2
B*****_1 11,000,000.00 THE NORTHWESTERN MUTUAL LIFE INSURANCE CO ATTN: SECURITIES DEPT |
||||
By: | /s/ Richard A. Strait | |||
Name: | Richard A. Strait | |||
Title: | Its Authorized Representative | |||
CUSIP: 65473QA@2
B_34 10,000,000.00 COBANK, ACB |
||||
By: | /s/ Dale Keyes | |||
Name: | Dale Keyes | |||
Title: | Vice President | |||
CUSIP: 65473QA@2
B*@*_1 1,000,000.00 THE NORTHWESTERN MUTUAL LIFE INSURANCE CO ATTN: SECURITIES DEPT |
||||
By: | /s/ Richard A. Strait | |||
Name: | Richard A. Strait | |||
Title: | Its Authorized Representative | |||
CUSIP: 65473QA#0
C_2 5,000,000.00 Genworth Life Insurance Company of New York |
||||
By: | /s/ John R. Endres | |||
Name: | John R. Endres | |||
Title: | Investment Officer | |||
CUSIP: 65473QA#0
C_37 10,000,000.00 COBANK, ACB |
||||
By: | /s/ Dale Keyes | |||
Name: | Dale Keyes | |||
Title: | Vice President | |||
CUSIP: 65473QA#0
C_13 1,600,000.00 C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Sub-Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA#0
C_3 5,000,000.00 Genworth Life and Annuity Insurance Company |
||||
By: | /s/ John R. Endres | |||
Name: | John R. Endres | |||
Title: | Investment Officer | |||
CUSIP: 65473QA#0
C_14 900,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA#0
C_9 5,300,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA#0
C_10 3,000,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA#0
C_11 2,200,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA#0
C_12 2,000,000.00 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Adviser |
||||
By: | /s/ Mark B. Ackerman | |||
Name: | Mark B. Ackerman | |||
Title: | Managing Director | |||
CUSIP: 65473QA#0
C_1 23,000,000.00 THE NORTHWESTERN MUTUAL LIFE INSURANCE CO ATTN: SECURITIES DEPT |
||||
By: | /s/ Richard A. Strait | |||
Name: | Richard A. Strait | |||
Title: | Its Authorized Representative | |||
CUSIP: 65473QB*3
D_12 25,000,000.00 ALLIANZ LIFE INS CO. OF NORTH AMERICA & CO By: Allianz of America, Inc., as the authorized signatory and investment manager |
||||
By: | /s/ Brian F. Landrey | |||
Name: | Brian F. Landrey | |||
Title: | Vice President | |||
CUSIP: 65473QB*3
D_5 THRU D_8 20,000,000.00 ALLSTATE LIFE INSURANCE COMPANY PRIVATE PLACEMENT DEPT |
||||
By: | /s/ Jeffrey Cannon | |||
Name: | Jeffrey Cannon | |||
Title: | ||||
CUSIP: 65473QB*3
D_24 9,000,000.00 CHIMEFISH & CO C/O AMERICAN EQUITY INVESTMENT LIFE INSURANCE CO. ATTN: ASSET ADMINISTRATION |
||||
By: | /s/ Rachel Stauffer | |||
Name: | Rachel Stauffer | |||
Title: | Vice President Investments | |||
CUSIP: 65473QB*3
D_26 5,000,000.00 CHIMEFISH & CO C/O AMERICAN EQUITY INVESTMENT LIFE INSURANCE CO. ATTN: ASSET ADMINISTRATION |
||||
By: | /s/ Rachel Stauffer | |||
Name: | Rachel Stauffer | |||
Title: | Vice President Investments | |||
CUSIP: 65473QB*3
D_21 6,000,000.00 CONSECO LIFE INSURANCE COMPANY |
||||
By: | /s/ Timothy L. Powell | |||
Name: | Timothy L. Powell | |||
Title: |
Vice President, Director of Private
Placements |
|||
CUSIP: 65473QB*3
D_22 3,000,000.00 CONSECO SR. HEALTH INSURANCE COMPANY |
||||
By: | /s/ Timothy L. Powell | |||
Name: | Timothy L. Powell | |||
Title: |
Vice President, Director of Private
Placements |
|||
CUSIP: 65473QB*3
D_10 30,000,000.00 Genworth Life and Annuity Insurance Company |
||||
By: | /s/ John R. Endres | |||
Name: | John R. Endres | |||
Title: | Investment Officer | |||
CUSIP: 65473QB*3
D_11 10,000,000.00 Genworth Life Insurance Company |
||||
By: | /s/ John R. Endres | |||
Name: | John R. Endres | |||
Title: | Investment Officer | |||
CUSIP: 65473QB*3
D_27 THRU D_30 15,000,000.00 Bankers Life and Casualty Company Conseco Health Insurance Company Conseco Senior Health Insurance Company Washington National Insurance Company |
||||
By: | /s/ Timothy L. Powell | |||
Name: | Timothy L. Powell | |||
Title: |
Vice President, Director of Private
Placements |
|||
CUSIP: 65473QB*3
D_23 9,000,000.00 LIFE INSURANCE COMPANY OF THE SOUTHWEST C/O NATIONAL LIFE INSURANCE CO ATTN: PRIVATE PLACEMENTS |
||||
By: | /s/ R. Scott Higgins | |||
Name: | R. Scott Higgins | |||
Title: | Sr. Vice President | |||
CUSIP: 65473QB*3
D-9 65,000,000.00 TEACHERS INS. AND ANNUITY ASSOCIATION OF AMERICA ATTN: FIXED INCOME AND REAL ESTATE |
||||
By: | /s/ Lisa M. Ferraro | |||
Name: | Lisa M. Ferraro | |||
Title: | Director | |||
Year ended December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Earnings as defined in item
503(d) of Regulation S-K:
|
||||||||||||||||||||
Add:
|
||||||||||||||||||||
Pretax income from continuing
Operations (b)
|
$ | 546,410,765 | $ | 453,199,709 | $ | 526,345,493 | $ | 429,271,585 | $ | 687,915,414 | ||||||||||
Fixed Charges
|
423,043,134 | 437,049,228 | 421,450,249 | 448,835,272 | 431,296,041 | |||||||||||||||
Amortization of capitalized interest (c)
|
| | | | | |||||||||||||||
Distributed income of equity investees
|
7,941,413 | 44,134,385 | 21,974,949 | 3,384,404 | 3,793,299 | |||||||||||||||
Share of pre-tax losses of equity
investees for which charges arising
guarantees are included in fixed charges
|
| | | | | |||||||||||||||
Deduct:
|
||||||||||||||||||||
Interest capitalized (c)
|
| | | | | |||||||||||||||
Preference security dividend requirements
of consolidated subsidiaries (d)
|
| | 1,670,240 | 6,445,743 | 6,830,354 | |||||||||||||||
Minority interest in pre-tax income
of subsidiaries that have not incurred
fixed charges
|
(6,727 | ) | (3,743 | ) | (8,288 | ) | (11,546 | ) | (22,187 | ) | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
|
$ | 977,402,039 | $ | 934,387,065 | $ | 968,108,739 | $ | 875,057,064 | $ | 1,116,196,587 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed charges as defined in
item 503(d) of Regulation S-K:
|
||||||||||||||||||||
Interest on long-term debt
|
$ | 358,736,132 | $ | 353,404,387 | $ | 346,666,685 | $ | 385,598,925 | $ | 349,174,481 | ||||||||||
Other interest
|
37,897,043 | 58,563,231 | 45,992,323 | 21,103,118 | 33,133,933 | |||||||||||||||
Capitalized interest during period (c)
|
| | ||||||||||||||||||
Amortization of premium,
reacquisition premium,
discount and expense
on debt, net
|
7,682,146 | 7,284,066 | 7,654,771 | 17,508,994 | 21,497,864 | |||||||||||||||
Interest portion of rent
expense
|
18,734,540 | 17,801,287 | 19,474,518 | 18,190,038 | 20,681,596 | |||||||||||||||
Minority Interest
|
(6,727 | ) | (3,743 | ) | (8,288 | ) | (11,546 | ) | (22,187 | ) | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
|
$ | 423,043,134 | $ | 437,049,228 | $ | 419,780,009 | $ | 442,389,529 | $ | 424,465,687 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Plus preferred stock dividends:
|
||||||||||||||||||||
Preferred dividend
requirements of subsidiary
|
$ | | $ | | $ | 1,076,298 | $ | 4,233,611 | $ | 4,380,513 | ||||||||||
Preferred dividend
requirements factor
|
0.67 | 0.65 | 0.64 | 0.66 | 0.64 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Preference security dividend requirements
of consolidated subsidiaries (d)
|
| | 1,670,240 | 6,445,743 | 6,830,354 | |||||||||||||||
Fixed charges
|
423,043,134 | 437,049,228 | 419,780,009 | 442,389,529 | 424,465,687 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
|
$ | 423,043,134 | $ | 437,049,228 | $ | 421,450,249 | $ | 448,835,272 | $ | 431,296,041 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
|
2.31 | 2.14 | 2.30 | 1.95 | 2.59 |
(a) | Income Statement amounts have been adjusted for discontinued operations. | |
(b) | Excludes adjustment for minority interest in consolidated subsidiaries or income or loss from equity investees. | |
(c) | NiSource is a public utility following SFAS 71 and therefore does not add amortization of capitalized interest or subtract interest capitalized in determining earnings, nor reduces fixed charges for Allowance for Funds Used During Construction. | |
(d) | Preferred dividends, as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one minus the effective income tax rate applicable to continuing operations. |
Segment/Subsidiary | State of Incorporation | |
|
||
GAS DISTRIBUTION OPERATIONS
|
||
Bay State Gas Company
|
Massachusetts | |
Columbia Gas of Kentucky, Inc.
|
Kentucky | |
Columbia Gas of Maryland, Inc.
|
Delaware | |
Columbia Gas of Ohio, Inc.
|
Ohio | |
Columbia Gas of Pennsylvania, Inc.
|
Pennsylvania | |
Columbia Gas of Virginia, Inc.
|
Virginia | |
Kokomo Gas and Fuel Company
|
Indiana | |
Northern Indiana Fuel and Light Company, Inc.
|
Indiana | |
Northern Indiana Public Service Company*
|
Indiana | |
NiSource Retail Services, Inc.
|
Delaware | |
|
||
ELECTRIC OPERATIONS
|
||
Northern Indiana Public Service Company*
|
Indiana | |
|
||
GAS TRANSMISSION AND STORAGE OPERATIONS
|
||
Columbia Gas Transmission, LLC
|
Delaware | |
Columbia Gulf Transmission Company
|
Delaware | |
Crossroads Pipeline Company
|
Indiana | |
Columbia Deep Water Services Company
|
Delaware | |
Central Kentucky Transmission Company
|
Delaware | |
NiSource
Gas Transmission & Storage Company
|
Delaware |
Segment/Subsidiary | State of Incorporation | |
|
||
OTHER OPERATIONS
|
||
NiSource Energy Technologies, Inc.
|
Indiana | |
NiSource Development Company, Inc.
|
Indiana | |
EnergyUSA, Inc.
|
Indiana | |
EnergyUSA-TPC Corp.
|
Indiana | |
|
||
CORPORATE
|
||
Columbia Energy Group
|
Delaware | |
NiSource Finance Corp.
|
Indiana | |
NiSource Capital Markets, Inc.
|
Indiana | |
NiSource Corporate Services Company
|
Delaware | |
NiSource
Insurance Corporation, Inc.
|
Utah | |
NIPSCO Receivables Corporation
|
Indiana | |
Columbia
of Ohio Receivables Corporation
|
Delaware |
* | Reported under Gas Distribution Operations and Electric Operations. |
2
1. | I have reviewed this Annual Report of NiSource Inc. on Form 10-K for the year ended December 31, 2008; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: February 27, 2009 | By: | /s/ Robert C. Skaggs, Jr. | ||
Robert C. Skaggs, Jr. | ||||
Chief Executive Officer |
1. | I have reviewed this Annual Report of NiSource Inc. on Form 10-K for the year ended December 31, 2008; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: February 27, 2009 | By: | /s/ Stephen P. Smith | ||
Stephen P. Smith | ||||
Executive Vice President and Chief Financial Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |