Delaware
|
|
35-2108964
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
801 East 86th Avenue
Merrillville, Indiana
|
|
46410
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Page
|
|
|
|
|
|
|||
|
|
|
|
PART I
|
FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
Item 1.
|
Financial Statements - unaudited
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
Item 2.
|
||
|
|
|
|
|
Item 3.
|
||
|
|
|
|
|
Item 4.
|
||
|
|
|
|
PART II
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
Item 1A.
|
||
|
|
|
|
|
Item 2.
|
||
|
|
|
|
|
Item 3.
|
||
|
|
|
|
|
Item 4.
|
||
|
|
|
|
|
Item 5.
|
||
|
|
|
|
|
Item 6.
|
||
|
|
|
|
|
DEFINED TERMS
The following is a list of frequently used abbreviations or acronyms that are found in this report:
|
|
NiSource Subsidiaries, Affiliates and Former Subsidiaries
|
|
Capital Markets
|
NiSource Capital Markets, Inc.
|
CGORC
|
Columbia Gas of Ohio Receivables Corporation
|
Columbia of Kentucky
|
Columbia Gas of Kentucky, Inc.
|
Columbia of Maryland
|
Columbia Gas of Maryland, Inc.
|
Columbia of Massachusetts
|
Bay State Gas Company
|
Columbia of Ohio
|
Columbia Gas of Ohio, Inc.
|
Columbia OpCo
|
CPG OpCo LP
|
Columbia of Pennsylvania
|
Columbia Gas of Pennsylvania, Inc.
|
Columbia of Virginia
|
Columbia Gas of Virginia, Inc.
|
CPG
|
Columbia Pipeline Group, Inc.
|
CPPL
|
Columbia Pipeline Partners LP
|
CPRC
|
Columbia Gas of Pennsylvania Receivables Corporation
|
NARC
|
NIPSCO Accounts Receivable Corporation
|
NDC Douglas Properties
|
NDC Douglas Properties, Inc.
|
NIPSCO
|
Northern Indiana Public Service Company
|
NiSource
|
NiSource Inc.
|
NiSource Corporate Services
|
NiSource Corporate Services Company
|
NiSource Development Company
|
NiSource Development Company, Inc.
|
NiSource Finance
|
NiSource Finance Corp.
|
|
|
Abbreviations and Other
|
|
AFUDC
|
Allowance for funds used during construction
|
AOCI
|
Accumulated Other Comprehensive Income (Loss)
|
ASU
|
Accounting Standards Update
|
BNS
|
Bank of Nova Scotia
|
BTMU
|
The Bank of Tokyo-Mitsubishi UFJ, LTD.
|
CAA
|
Clean Air Act
|
CAMR
|
Clean Air Mercury Rule
|
CCRs
|
Coal Combustion Residuals
|
CERCLA
|
Comprehensive Environmental Response Compensation and Liability Act (also known as Superfund)
|
CO
2
|
Carbon Dioxide
|
DPU
|
Department of Public Utilities
|
DSM
|
Demand Side Management
|
ECR
|
Environmental Cost Recovery
|
ECRM
|
Environmental Cost Recovery Mechanism
|
ECT
|
Environmental Cost Tracker
|
EERM
|
Environmental Expense Recovery Mechanism
|
EGUs
|
Electric Utility Generating Units
|
EPA
|
United States Environmental Protection Agency
|
EPS
|
Earnings per share
|
FAC
|
Fuel adjustment clause
|
FASB
|
Financial Accounting Standards Board
|
DEFINED TERMS (continued)
|
|
FERC
|
Federal Energy Regulatory Commission
|
FGD
|
Flue Gas Desulfurization
|
FIP
|
Federal Implementation Plan
|
FTRs
|
Financial Transmission Rights
|
GAAP
|
Generally Accepted Accounting Principles
|
GCR
|
Gas cost recovery
|
GHG
|
Greenhouse gases
|
gwh
|
Gigawatt hours
|
IDEM
|
Indiana Department of Environmental Management
|
IRP
|
Infrastructure Replacement Program
|
IURC
|
Indiana Utility Regulatory Commission
|
kV
|
Kilovolt
|
LDCs
|
Local distribution companies
|
LIFO
|
Last-in, first-out
|
MATS
|
Mercury and Air Toxics Standards
|
MGP
|
Manufactured Gas Plant
|
MISO
|
Midcontinent Independent System Operator
|
Mizuho
|
Mizuho Corporate Bank Ltd.
|
MMDth
|
Million dekatherms
|
NAAQS
|
National Ambient Air Quality Standards
|
NYMEX
|
New York Mercantile Exchange
|
OPEB
|
Other Postretirement Benefits
|
OUCC
|
Indiana Office of Utility Consumer Counselor
|
PNC
|
PNC Bank, N.A.
|
Pure Air
|
Pure Air on the Lake LP
|
Separation
|
The separation of NiSource's natural gas pipeline, midstream and storage business from NiSource's natural gas and electric utility business accomplished through the pro rata distribution by NiSource to holders of its outstanding common stock of all the outstanding shares of common stock of CPG. The Separation was completed on July 1, 2015.
|
ppb
|
Parts per billion
|
PUC
|
Public Utility Commission
|
PUCO
|
Public Utilities Commission of Ohio
|
RA
|
Resource Adequacy
|
RAAF
|
Residential Assistance Adjustment Factor
|
SEC
|
Securities and Exchange Commission
|
SO
2
|
Sulfur dioxide
|
TDSIC
|
Transmission, Distribution and Storage System Improvement Charge
|
TSA
|
Transition Services Agreement
|
TUAs
|
Transmission Upgrade Agreements
|
VIE
|
Variable Interest Entities
|
VSCC
|
Virginia State Corporation Commission
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net Revenues
|
|
|
|
|
|
|
|||||||||
Gas Distribution
|
$
|
208.9
|
|
|
$
|
240.3
|
|
|
$
|
1,595.5
|
|
|
$
|
1,878.8
|
|
Gas Transportation
|
172.1
|
|
|
170.5
|
|
|
739.9
|
|
|
710.5
|
|
||||
Electric
|
428.4
|
|
|
424.6
|
|
|
1,198.7
|
|
|
1,279.4
|
|
||||
Other
|
7.8
|
|
|
2.8
|
|
|
19.9
|
|
|
10.4
|
|
||||
Gross Revenues
|
817.2
|
|
|
838.2
|
|
|
3,554.0
|
|
|
3,879.1
|
|
||||
Cost of Sales (excluding depreciation and amortization)
|
209.1
|
|
|
262.4
|
|
|
1,307.3
|
|
|
1,769.6
|
|
||||
Total Net Revenues
|
608.1
|
|
|
575.8
|
|
|
2,246.7
|
|
|
2,109.5
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Operation and maintenance
|
311.1
|
|
|
327.4
|
|
|
1,076.9
|
|
|
990.5
|
|
||||
Depreciation and amortization
|
132.5
|
|
|
123.8
|
|
|
391.0
|
|
|
363.1
|
|
||||
Loss on sale of assets
|
1.1
|
|
|
0.1
|
|
|
1.2
|
|
|
1.5
|
|
||||
Other taxes
|
53.7
|
|
|
53.4
|
|
|
197.2
|
|
|
192.2
|
|
||||
Total Operating Expenses
|
498.4
|
|
|
504.7
|
|
|
1,666.3
|
|
|
1,547.3
|
|
||||
Operating Income
|
109.7
|
|
|
71.1
|
|
|
580.4
|
|
|
562.2
|
|
||||
Other Income (Deductions)
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(94.9
|
)
|
|
(94.7
|
)
|
|
(285.9
|
)
|
|
(287.4
|
)
|
||||
Other, net
|
5.8
|
|
|
5.7
|
|
|
11.6
|
|
|
13.4
|
|
||||
Loss on early extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
(97.2
|
)
|
|
—
|
|
||||
Total Other Deductions
|
(89.1
|
)
|
|
(89.0
|
)
|
|
(371.5
|
)
|
|
(274.0
|
)
|
||||
Income (Loss) from Continuing Operations before Income Taxes
|
20.6
|
|
|
(17.9
|
)
|
|
208.9
|
|
|
288.2
|
|
||||
Income Taxes
|
5.8
|
|
|
(0.7
|
)
|
|
74.7
|
|
|
111.5
|
|
||||
Income (Loss) from Continuing Operations
|
14.8
|
|
|
(17.2
|
)
|
|
134.2
|
|
|
176.7
|
|
||||
(Loss) Income from Discontinued Operations - net of taxes
|
(19.7
|
)
|
|
48.6
|
|
|
108.5
|
|
|
199.1
|
|
||||
Net (Loss) Income
|
(4.9
|
)
|
|
31.4
|
|
|
242.7
|
|
|
375.8
|
|
||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
15.6
|
|
|
—
|
|
||||
Net (Loss) Income attributable to NiSource
|
$
|
(4.9
|
)
|
|
$
|
31.4
|
|
|
$
|
227.1
|
|
|
$
|
375.8
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts attributable to NiSource:
|
|
|
|
|
|
|
|
||||||||
Income (Loss) from continuing operations
|
$
|
14.8
|
|
|
$
|
(17.2
|
)
|
|
$
|
134.2
|
|
|
$
|
176.7
|
|
(Loss) Income from discontinued operations
|
(19.7
|
)
|
|
48.6
|
|
|
92.9
|
|
|
199.1
|
|
||||
Net (Loss) Income attributable to NiSource
|
$
|
(4.9
|
)
|
|
$
|
31.4
|
|
|
$
|
227.1
|
|
|
$
|
375.8
|
|
Basic (Loss) Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.05
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.42
|
|
|
$
|
0.56
|
|
Discontinued operations
|
(0.07
|
)
|
|
0.15
|
|
|
0.30
|
|
|
0.63
|
|
||||
Basic (Loss) Earnings Per Share
|
$
|
(0.02
|
)
|
|
$
|
0.10
|
|
|
$
|
0.72
|
|
|
$
|
1.19
|
|
Diluted (Loss) Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.05
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.42
|
|
|
$
|
0.56
|
|
Discontinued operations
|
(0.07
|
)
|
|
0.15
|
|
|
0.29
|
|
|
0.63
|
|
||||
Diluted (Loss) Earnings Per Share
|
$
|
(0.02
|
)
|
|
$
|
0.10
|
|
|
$
|
0.71
|
|
|
$
|
1.19
|
|
Dividends Declared Per Common Share
|
$
|
0.31
|
|
|
$
|
0.26
|
|
|
$
|
0.83
|
|
|
$
|
1.02
|
|
Basic Average Common Shares Outstanding
|
318.1
|
|
|
315.4
|
|
|
317.4
|
|
|
314.9
|
|
||||
Diluted Average Common Shares
|
321.5
|
|
|
315.4
|
|
|
320.7
|
|
|
316.0
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, net of taxes)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net (Loss) Income
|
$
|
(4.9
|
)
|
|
$
|
31.4
|
|
|
$
|
242.7
|
|
|
$
|
375.8
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
||||||||
Net unrealized gain (loss) on available-for-sale securities
(1)
|
0.3
|
|
|
(0.6
|
)
|
|
—
|
|
|
0.2
|
|
||||
Net unrealized gain on cash flow hedges
(2)
|
0.2
|
|
|
0.6
|
|
|
1.8
|
|
|
1.9
|
|
||||
Unrecognized pension and OPEB benefit (cost)
(3)
|
(0.2
|
)
|
|
(0.2
|
)
|
|
2.7
|
|
|
(0.1
|
)
|
||||
Total other comprehensive income (loss)
|
0.3
|
|
|
(0.2
|
)
|
|
4.5
|
|
|
2.0
|
|
||||
Comprehensive (Loss) Income
|
$
|
(4.6
|
)
|
|
$
|
31.2
|
|
|
$
|
247.2
|
|
|
$
|
377.8
|
|
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
15.6
|
|
|
—
|
|
||||
Comprehensive (Loss) Income attributable to NiSource
|
$
|
(4.6
|
)
|
|
$
|
31.2
|
|
|
$
|
231.6
|
|
|
$
|
377.8
|
|
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited)
|
|||||||
(in millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Utility plant
|
$
|
18,484.8
|
|
|
$
|
17,668.4
|
|
Accumulated depreciation and amortization
|
(6,811.5
|
)
|
|
(6,629.5
|
)
|
||
Net utility plant
|
11,673.3
|
|
|
11,038.9
|
|
||
Other property, at cost, less accumulated depreciation
|
17.4
|
|
|
18.5
|
|
||
Net Property, Plant and Equipment
|
11,690.7
|
|
|
11,057.4
|
|
||
Investments and Other Assets
|
|
|
|
||||
Unconsolidated affiliates
|
6.7
|
|
|
8.3
|
|
||
Other investments
|
195.8
|
|
|
204.8
|
|
||
Total Investments and Other Assets
|
202.5
|
|
|
213.1
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
31.7
|
|
|
24.9
|
|
||
Restricted cash
|
27.9
|
|
|
24.9
|
|
||
Accounts receivable (less reserve of $20.7 and $24.9, respectively)
|
500.5
|
|
|
920.8
|
|
||
Gas inventory
|
398.9
|
|
|
440.3
|
|
||
Underrecovered gas costs
|
7.1
|
|
|
32.0
|
|
||
Materials and supplies, at average cost
|
84.2
|
|
|
81.1
|
|
||
Electric production fuel, at average cost
|
81.1
|
|
|
64.8
|
|
||
Exchange gas receivable
|
19.7
|
|
|
28.3
|
|
||
Assets of discontinued operations
|
—
|
|
|
341.3
|
|
||
Regulatory assets
|
183.7
|
|
|
187.4
|
|
||
Deferred income taxes
|
227.1
|
|
|
214.2
|
|
||
Prepayments and other
|
75.9
|
|
|
106.5
|
|
||
Total Current Assets
|
1,637.8
|
|
|
2,466.5
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
1,507.5
|
|
|
1,544.5
|
|
||
Goodwill
|
1,690.7
|
|
|
1,690.7
|
|
||
Intangible assets
|
256.4
|
|
|
264.7
|
|
||
Assets of discontinued operations
|
—
|
|
|
7,546.0
|
|
||
Deferred charges and other
|
70.3
|
|
|
83.4
|
|
||
Total Other Assets
|
3,524.9
|
|
|
11,129.3
|
|
||
Total Assets
|
$
|
17,055.9
|
|
|
$
|
24,866.3
|
|
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited) (continued)
|
|||||||
(in millions, except share amounts)
|
September 30,
2015 |
|
December 31,
2014 |
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Common Stockholders’ Equity
|
|
|
|
||||
Common stock - $0.01 par value, 400,000,000 shares authorized; 318,474,781 and 316,037,421 shares outstanding, respectively
|
$
|
3.2
|
|
|
$
|
3.2
|
|
Additional paid-in capital
|
5,078.6
|
|
|
4,787.6
|
|
||
Retained (deficit) earnings
|
(1,182.7
|
)
|
|
1,494.0
|
|
||
Accumulated other comprehensive loss
|
(19.6
|
)
|
|
(50.6
|
)
|
||
Treasury stock
|
(79.2
|
)
|
|
(58.9
|
)
|
||
Total Common Stockholders’ Equity
|
3,800.3
|
|
|
6,175.3
|
|
||
Long-term debt, excluding amounts due within one year
|
6,133.5
|
|
|
8,155.9
|
|
||
Total Capitalization
|
9,933.8
|
|
|
14,331.2
|
|
||
Current Liabilities
|
|
|
|
||||
Current portion of long-term debt
|
442.6
|
|
|
266.6
|
|
||
Short-term borrowings
|
107.2
|
|
|
1,576.9
|
|
||
Accounts payable
|
349.2
|
|
|
610.1
|
|
||
Dividends payable
|
49.3
|
|
|
—
|
|
||
Customer deposits and credits
|
255.4
|
|
|
280.9
|
|
||
Taxes accrued
|
137.0
|
|
|
169.2
|
|
||
Interest accrued
|
77.5
|
|
|
140.7
|
|
||
Overrecovered gas and fuel costs
|
169.2
|
|
|
45.6
|
|
||
Exchange gas payable
|
66.8
|
|
|
101.5
|
|
||
Deferred revenue
|
9.3
|
|
|
3.4
|
|
||
Regulatory liabilities
|
120.2
|
|
|
61.1
|
|
||
Accrued liability for postretirement and postemployment benefits
|
5.2
|
|
|
5.3
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
369.0
|
|
||
Legal and environmental
|
36.8
|
|
|
22.7
|
|
||
Accrued compensation and employee benefits
|
125.9
|
|
|
166.8
|
|
||
Other accruals
|
121.7
|
|
|
144.5
|
|
||
Total Current Liabilities
|
2,073.3
|
|
|
3,964.3
|
|
||
Other Liabilities and Deferred Credits
|
|
|
|
||||
Deferred income taxes
|
2,513.9
|
|
|
2,380.0
|
|
||
Deferred investment tax credits
|
15.4
|
|
|
17.1
|
|
||
Deferred credits
|
99.4
|
|
|
100.9
|
|
||
Accrued liability for postretirement and postemployment benefits
|
665.2
|
|
|
733.9
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
1,616.3
|
|
||
Regulatory liabilities
|
1,387.1
|
|
|
1,379.6
|
|
||
Asset retirement obligations
|
181.2
|
|
|
136.2
|
|
||
Other noncurrent liabilities
|
186.6
|
|
|
206.8
|
|
||
Total Other Liabilities and Deferred Credits
|
5,048.8
|
|
|
6,570.8
|
|
||
Commitments and Contingencies (Refer to Note 16, "Other Commitments and Contingencies")
|
—
|
|
|
—
|
|
||
Total Capitalization and Liabilities
|
$
|
17,055.9
|
|
|
$
|
24,866.3
|
|
NiSource Inc.
Condensed Statements of Consolidated Cash Flows (unaudited)
|
|||||||
Nine Months Ended September 30,
(in millions)
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
||||
Net Income
|
$
|
242.7
|
|
|
$
|
375.8
|
|
Adjustments to Reconcile Net Income to Net Cash from Continuing Operations:
|
|
|
|
||||
Loss on early extinguishment of debt
|
97.2
|
|
|
—
|
|
||
Depreciation and amortization
|
391.0
|
|
|
363.1
|
|
||
Net changes in price risk management assets and liabilities
|
2.0
|
|
|
1.9
|
|
||
Deferred income taxes and investment tax credits
|
60.1
|
|
|
110.1
|
|
||
Deferred revenue
|
7.3
|
|
|
(0.4
|
)
|
||
Stock compensation expense and 401(k) profit sharing contribution
|
38.6
|
|
|
50.2
|
|
||
Loss on sale of assets
|
1.2
|
|
|
1.5
|
|
||
Income from unconsolidated affiliates
|
0.8
|
|
|
0.6
|
|
||
Income from discontinued operations - net of taxes
|
(108.5
|
)
|
|
(199.1
|
)
|
||
Amortization of debt related costs
|
6.8
|
|
|
7.5
|
|
||
AFUDC equity
|
(7.7
|
)
|
|
(7.4
|
)
|
||
Changes in Assets and Liabilities
|
|
|
|
||||
Accounts receivable
|
420.3
|
|
|
360.3
|
|
||
Inventories
|
19.8
|
|
|
(170.5
|
)
|
||
Accounts payable
|
(287.5
|
)
|
|
(228.7
|
)
|
||
Customer deposits and credits
|
(25.5
|
)
|
|
(5.0
|
)
|
||
Taxes accrued
|
(30.6
|
)
|
|
(31.1
|
)
|
||
Interest accrued
|
(63.1
|
)
|
|
(54.7
|
)
|
||
Over (Under) recovered gas and fuel costs
|
148.5
|
|
|
(19.2
|
)
|
||
Exchange gas receivable/payable
|
(26.1
|
)
|
|
(57.2
|
)
|
||
Other accruals
|
(57.1
|
)
|
|
(29.5
|
)
|
||
Prepayments and other current assets
|
30.1
|
|
|
33.9
|
|
||
Regulatory assets/liabilities
|
111.1
|
|
|
(18.1
|
)
|
||
Postretirement and postemployment benefits
|
(61.0
|
)
|
|
(86.7
|
)
|
||
Deferred credits
|
(1.3
|
)
|
|
10.7
|
|
||
Deferred charges and other noncurrent assets
|
10.8
|
|
|
5.5
|
|
||
Other noncurrent liabilities
|
(13.6
|
)
|
|
5.3
|
|
||
Net Operating Activities from Continuing Operations
|
906.3
|
|
|
418.8
|
|
||
Net Operating Activities from Discontinued Operations
|
287.6
|
|
|
467.7
|
|
||
Net Cash Flows from Operating Activities
|
1,193.9
|
|
|
886.5
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(923.4
|
)
|
|
(914.3
|
)
|
||
Proceeds from disposition of assets
|
4.3
|
|
|
1.6
|
|
||
Restricted cash deposits
|
(3.0
|
)
|
|
(8.1
|
)
|
||
Cash contributions from CPG
|
3,798.2
|
|
|
—
|
|
||
Other investing activities
|
(39.9
|
)
|
|
(7.4
|
)
|
||
Net Investing Activities from (used for) Continuing Operations
|
2,836.2
|
|
|
(928.2
|
)
|
||
Net Investing Activities used for Discontinued Operations
|
(430.0
|
)
|
|
(584.0
|
)
|
||
Net Cash Flows from (used for) Investing Activities
|
2,406.2
|
|
|
(1,512.2
|
)
|
||
Financing Activities
|
|
|
|
||||
Cash of CPG at Separation
|
(136.8
|
)
|
|
—
|
|
||
Issuance of long-term debt
|
—
|
|
|
748.4
|
|
||
Repayments of long-term debt and capital lease obligations
|
(1,859.1
|
)
|
|
(517.1
|
)
|
||
Premiums and other debt related costs
|
(93.5
|
)
|
|
—
|
|
||
Change in short-term borrowings, net
|
(1,396.6
|
)
|
|
612.3
|
|
||
Issuance of common stock
|
17.9
|
|
|
22.4
|
|
||
Acquisition of treasury stock
|
(20.3
|
)
|
|
(10.2
|
)
|
||
Dividends paid - common stock
|
(214.0
|
)
|
|
(239.2
|
)
|
||
Net Financing Activities (used for) from Continuing Operations
|
(3,702.4
|
)
|
|
616.6
|
|
||
Net Financing Activities from Discontinued Operations
|
108.6
|
|
|
—
|
|
||
Net Cash Flows (used for) from Financing Activities
|
(3,593.8
|
)
|
|
616.6
|
|
||
Change in cash and cash equivalents from continuing operations
|
40.1
|
|
|
107.2
|
|
||
Change in cash and cash equivalents used for discontinued operations
|
(33.8
|
)
|
|
(116.3
|
)
|
||
Change in cash included in discontinued operations
|
0.5
|
|
|
(0.1
|
)
|
||
Cash and cash equivalents at beginning of period
|
24.9
|
|
|
26.5
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
31.7
|
|
|
$
|
17.3
|
|
(in millions)
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings (Deficit)
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Total
|
||||||||||||
Balance as of January 1, 2015
|
$
|
3.2
|
|
|
$
|
(58.9
|
)
|
|
$
|
4,787.6
|
|
|
$
|
1,494.0
|
|
|
$
|
(50.6
|
)
|
|
$
|
6,175.3
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income attributable to NiSource
|
—
|
|
|
—
|
|
|
—
|
|
|
227.1
|
|
|
—
|
|
|
227.1
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
4.5
|
|
||||||
Allocation of AOCI to noncontrolling interest
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
||||||
Common stock dividends ($0.83 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(263.5
|
)
|
|
—
|
|
|
(263.5
|
)
|
||||||
Distribution of CPG stock to shareholders (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,640.3
|
)
|
|
24.5
|
|
|
(2,615.8
|
)
|
||||||
Treasury stock acquired
|
—
|
|
|
(20.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.3
|
)
|
||||||
Issued:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||||
Long-term incentive plan
|
—
|
|
|
—
|
|
|
17.0
|
|
|
—
|
|
|
—
|
|
|
17.0
|
|
||||||
401(k) and profit sharing issuance
|
—
|
|
|
—
|
|
|
36.7
|
|
|
—
|
|
|
—
|
|
|
36.7
|
|
||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||||
Sale of interest in Columbia OpCo to CPPL
(1)(2)
|
—
|
|
|
—
|
|
|
227.1
|
|
|
—
|
|
|
—
|
|
|
227.1
|
|
||||||
Balance as of September 30, 2015
|
$
|
3.2
|
|
|
$
|
(79.2
|
)
|
|
$
|
5,078.6
|
|
|
$
|
(1,182.7
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
3,800.3
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||
|
September 30,
|
|
September 30,
|
|||||
(in thousands)
|
2015
|
|
2015
|
|
2014
|
|||
Denominator
|
|
|
|
|
|
|||
Basic average common shares outstanding
|
318,090
|
|
|
317,390
|
|
|
314,889
|
|
Dilutive potential common shares:
|
|
|
|
|
|
|||
Stock options
|
—
|
|
|
—
|
|
|
30
|
|
Shares contingently issuable under employee stock plans
|
—
|
|
|
—
|
|
|
649
|
|
Shares restricted under stock plans
(1)
|
3,375
|
|
|
3,328
|
|
|
438
|
|
Diluted Average Common Shares
|
321,465
|
|
|
320,718
|
|
|
316,006
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
September 30, 2015
|
|
September 30, 2015
|
||||||||||||||||||||
(in millions)
|
Columbia Pipeline Group Operations
|
|
Corporate and Other
|
|
Total
|
|
Columbia Pipeline Group Operations
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transportation and storage revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
561.4
|
|
|
$
|
—
|
|
|
$
|
561.4
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
94.3
|
|
|
—
|
|
|
94.3
|
|
||||||
Total Sales Revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
655.7
|
|
|
—
|
|
|
655.7
|
|
||||||
Less: Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Net Revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
655.5
|
|
|
—
|
|
|
655.5
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operation and maintenance
|
5.5
|
|
(1)
|
—
|
|
|
5.5
|
|
|
374.8
|
|
(1)
|
—
|
|
|
374.8
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
66.4
|
|
|
—
|
|
|
66.4
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.6
|
)
|
|
—
|
|
|
(13.6
|
)
|
||||||
Other taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
38.0
|
|
|
—
|
|
|
38.0
|
|
||||||
Total Operating Expenses
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|
465.6
|
|
|
—
|
|
|
465.6
|
|
||||||
Equity Earnings in Unconsolidated Affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
29.1
|
|
|
—
|
|
|
29.1
|
|
||||||
Operating (Loss) Income from discontinued operations
|
(5.5
|
)
|
|
—
|
|
|
(5.5
|
)
|
|
219.0
|
|
|
—
|
|
|
219.0
|
|
||||||
Other Income (Deductions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.1
|
)
|
|
—
|
|
|
(37.1
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|
(0.6
|
)
|
|
7.2
|
|
||||||
Total Other Deductions
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.3
|
)
|
|
(0.6
|
)
|
|
(29.9
|
)
|
||||||
(Loss) Income from Discontinued Operations before Income Taxes
|
(5.5
|
)
|
|
—
|
|
|
(5.5
|
)
|
|
189.7
|
|
|
(0.6
|
)
|
|
189.1
|
|
||||||
Income Taxes
|
14.2
|
|
(2)
|
—
|
|
|
14.2
|
|
|
80.9
|
|
|
(0.3
|
)
|
|
80.6
|
|
||||||
(Loss) Income from Discontinued Operations - net of taxes
|
$
|
(19.7
|
)
|
|
$
|
—
|
|
|
$
|
(19.7
|
)
|
|
$
|
108.8
|
|
|
$
|
(0.3
|
)
|
|
$
|
108.5
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
September 30, 2014
|
|
September 30, 2014
|
||||||||||||||||||||
(in millions)
|
Columbia Pipeline Group Operations
|
|
Corporate and Other
|
|
Total
|
|
Columbia Pipeline Group Operations
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transportation and storage revenues
|
$
|
243.1
|
|
|
$
|
—
|
|
|
$
|
243.1
|
|
|
$
|
746.1
|
|
|
$
|
—
|
|
|
$
|
746.1
|
|
Other revenues
|
74.5
|
|
|
—
|
|
|
74.5
|
|
|
260.6
|
|
|
—
|
|
|
260.6
|
|
||||||
Total Sales Revenues
|
317.6
|
|
|
—
|
|
|
317.6
|
|
|
1,006.7
|
|
|
—
|
|
|
1,006.7
|
|
||||||
Less: Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Net Revenues
|
317.6
|
|
|
—
|
|
|
317.6
|
|
|
1,006.5
|
|
|
—
|
|
|
1,006.5
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operation and maintenance
|
202.1
|
|
(1)
|
—
|
|
|
202.1
|
|
|
573.3
|
|
(1)
|
—
|
|
|
573.3
|
|
||||||
Depreciation and amortization
|
29.2
|
|
|
—
|
|
|
29.2
|
|
|
87.7
|
|
|
—
|
|
|
87.7
|
|
||||||
Gain on sale of assets
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|
(20.8
|
)
|
|
—
|
|
|
(20.8
|
)
|
||||||
Other taxes
|
14.6
|
|
|
—
|
|
|
14.6
|
|
|
50.3
|
|
|
—
|
|
|
50.3
|
|
||||||
Total Operating Expenses
|
242.9
|
|
|
—
|
|
|
242.9
|
|
|
690.5
|
|
|
—
|
|
|
690.5
|
|
||||||
Equity Earnings in Unconsolidated Affiliates
|
12.0
|
|
|
—
|
|
|
12.0
|
|
|
32.9
|
|
|
—
|
|
|
32.9
|
|
||||||
Operating Income from discontinued operations
|
86.7
|
|
|
—
|
|
|
86.7
|
|
|
348.9
|
|
|
—
|
|
|
348.9
|
|
||||||
Other Income (Deductions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
(14.9
|
)
|
|
—
|
|
|
(14.9
|
)
|
|
(40.4
|
)
|
|
—
|
|
|
(40.4
|
)
|
||||||
Other, net
|
3.5
|
|
|
(0.2
|
)
|
|
3.3
|
|
|
7.8
|
|
|
(1.0
|
)
|
|
6.8
|
|
||||||
Total Other Deductions
|
(11.4
|
)
|
|
(0.2
|
)
|
|
(11.6
|
)
|
|
(32.6
|
)
|
|
(1.0
|
)
|
|
(33.6
|
)
|
||||||
Income (Loss) from Discontinued Operations before Income Taxes
|
75.3
|
|
|
(0.2
|
)
|
|
75.1
|
|
|
316.3
|
|
|
(1.0
|
)
|
|
315.3
|
|
||||||
Income Taxes
|
26.6
|
|
|
(0.1
|
)
|
|
26.5
|
|
|
116.6
|
|
|
(0.4
|
)
|
|
116.2
|
|
||||||
Income (Loss) from Discontinued Operations - net of taxes
|
$
|
48.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
48.6
|
|
|
$
|
199.7
|
|
|
$
|
(0.6
|
)
|
|
$
|
199.1
|
|
|
December 31, 2014
|
||
(in millions)
|
Columbia Pipeline Group Operations
|
||
Current Assets
|
|
||
Cash and cash equivalents
|
$
|
0.5
|
|
Accounts receivable, net
|
149.3
|
|
|
Gas inventory
|
4.8
|
|
|
Materials and supplies, at average cost
|
24.9
|
|
|
Exchange gas receivable
|
34.8
|
|
|
Regulatory assets
|
6.1
|
|
|
Deferred income taxes
|
57.9
|
|
|
Prepayments and other
|
63.0
|
|
|
Total current assets
|
$
|
341.3
|
|
Noncurrent Assets
|
|
||
Net property, plant and equipment
|
$
|
4,959.7
|
|
Goodwill
|
1,975.5
|
|
|
Unconsolidated affiliates
|
444.3
|
|
|
Other investments
|
5.6
|
|
|
Regulatory assets
|
151.9
|
|
|
Deferred charges and other
|
9.0
|
|
|
Total noncurrent assets
|
$
|
7,546.0
|
|
|
December 31, 2014
|
||
(in millions)
|
Columbia Pipeline Group Operations
|
||
Current Liabilities
|
|
||
Accounts payable
|
$
|
60.5
|
|
Customer deposits and credits
|
13.4
|
|
|
Taxes accrued
|
106.9
|
|
|
Exchange gas payable
|
34.7
|
|
|
Deferred revenue
|
22.2
|
|
|
Regulatory liabilities
|
1.3
|
|
|
Accrued liability for postretirement and postemployment benefits
|
0.6
|
|
|
Legal and environmental
|
1.5
|
|
|
Accrued capital expenditures
|
61.1
|
|
|
Other accruals
|
66.8
|
|
|
Total current liabilities
|
$
|
369.0
|
|
Noncurrent Liabilities
|
|
||
Deferred income taxes
|
$
|
1,272.2
|
|
Deferred investment tax credits
|
0.2
|
|
|
Deferred credits
|
0.2
|
|
|
Accrued liability for postretirement and postemployment benefits
(1)
|
(58.0
|
)
|
|
Regulatory liabilities
|
294.2
|
|
|
Asset retirement obligations
|
23.2
|
|
|
Other noncurrent liabilities
|
84.3
|
|
|
Total noncurrent liabilities
|
$
|
1,616.3
|
|
(in millions)
|
2015
|
|
2014
|
||||
Balance as of January 1,
|
$
|
136.2
|
|
|
$
|
148.1
|
|
Accretion recorded as a regulatory asset/liability
|
5.9
|
|
|
6.3
|
|
||
Additions
|
6.4
|
|
|
0.3
|
|
||
Settlements
|
(4.3
|
)
|
|
(1.3
|
)
|
||
Change in estimated cash flows
(1)
|
37.0
|
|
|
(7.4
|
)
|
||
Balance as of September 30,
|
$
|
181.2
|
|
|
$
|
146.0
|
|
Recurring Fair Value Measurements
September 30, 2015
(in millions)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of September 30, 2015
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Price risk management assets:
|
|
|
|
|
|
|
|
||||||||
Commodity financial price risk programs
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Available-for-sale securities
|
34.0
|
|
|
101.4
|
|
|
—
|
|
|
135.4
|
|
||||
Total
|
$
|
34.1
|
|
|
$
|
101.4
|
|
|
$
|
—
|
|
|
$
|
135.5
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Price risk management liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity financial price risk programs
|
$
|
16.3
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
16.9
|
|
Total
|
$
|
16.3
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
16.9
|
|
Recurring Fair Value Measurements
December 31, 2014 (in millions) |
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of
December 31, 2014
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Price risk management assets:
|
|
|
|
|
|
|
|
||||||||
Commodity financial price risk programs
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Available-for-sale securities
|
28.4
|
|
|
103.5
|
|
|
—
|
|
|
131.9
|
|
||||
Total
|
$
|
28.5
|
|
|
$
|
103.5
|
|
|
$
|
—
|
|
|
$
|
132.0
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Price risk management liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity financial price risk programs
|
$
|
14.2
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
14.3
|
|
Total
|
$
|
14.2
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
14.3
|
|
September 30, 2015
(in millions)
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair
Value
|
||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
33.8
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
34.1
|
|
Corporate/Other bonds
|
101.0
|
|
|
0.7
|
|
|
(0.4
|
)
|
|
101.3
|
|
||||
Total Available-for-sale debt securities
|
$
|
134.8
|
|
|
$
|
1.0
|
|
|
$
|
(0.4
|
)
|
|
$
|
135.4
|
|
December 31, 2014
(in millions)
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair
Value
|
||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
30.8
|
|
|
$
|
0.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
30.9
|
|
Corporate/Other bonds
|
100.6
|
|
|
1.0
|
|
|
(0.6
|
)
|
|
101.0
|
|
||||
Total Available-for-sale debt securities
|
$
|
131.4
|
|
|
$
|
1.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
131.9
|
|
|
|
(in millions)
|
Carrying
Amount as of
September 30, 2015
|
|
Estimated Fair
Value as of
September 30, 2015
|
|
Carrying
Amount as of
Dec. 31, 2014
|
|
Estimated Fair
Value as of
Dec. 31, 2014
|
||||||||
Long-term debt (including current portion)
|
$
|
6,576.1
|
|
|
$
|
7,286.7
|
|
|
$
|
8,422.5
|
|
|
$
|
9,505.7
|
|
(in millions)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Gross Receivables
|
$
|
347.9
|
|
|
$
|
611.7
|
|
Less: Receivables not transferred
|
240.7
|
|
|
327.4
|
|
||
Net receivables transferred
|
$
|
107.2
|
|
|
$
|
284.3
|
|
Short-term debt due to asset securitization
|
$
|
107.2
|
|
|
$
|
284.3
|
|
(in millions)
|
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Corporate and Other
|
|
Total
|
||||||||
Goodwill
|
|
$
|
1,690.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,690.7
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
Three Months Ended September 30,
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
7.9
|
|
|
$
|
7.5
|
|
|
$
|
1.4
|
|
|
$
|
1.7
|
|
Interest cost
|
22.8
|
|
|
23.8
|
|
|
6.2
|
|
|
5.9
|
|
||||
Expected return on assets
|
(37.3
|
)
|
|
(39.3
|
)
|
|
(5.6
|
)
|
|
(5.1
|
)
|
||||
Amortization of prior service cost (credit)
|
0.1
|
|
|
0.3
|
|
|
(1.1
|
)
|
|
(1.4
|
)
|
||||
Recognized actuarial loss
|
13.8
|
|
|
10.2
|
|
|
0.7
|
|
|
0.2
|
|
||||
Total Net Periodic Benefit Cost
|
$
|
7.3
|
|
|
$
|
2.5
|
|
|
$
|
1.6
|
|
|
$
|
1.3
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
Nine Months Ended September 30,
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
24.3
|
|
|
$
|
22.5
|
|
|
$
|
4.5
|
|
|
$
|
5.7
|
|
Interest cost
|
67.0
|
|
|
71.4
|
|
|
17.8
|
|
|
19.5
|
|
||||
Expected return on assets
|
(117.7
|
)
|
|
(117.9
|
)
|
|
(15.6
|
)
|
|
(15.1
|
)
|
||||
Amortization of prior service cost (credit)
|
0.3
|
|
|
0.9
|
|
|
(3.9
|
)
|
|
(2.9
|
)
|
||||
Recognized actuarial loss
|
41.6
|
|
|
30.6
|
|
|
2.8
|
|
|
0.2
|
|
||||
Total Net Periodic Benefit Cost
|
$
|
15.5
|
|
|
$
|
7.5
|
|
|
$
|
5.6
|
|
|
$
|
7.4
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
July 1, 2015
|
|
December 31, 2014
|
|
July 1, 2015
|
|
December 31, 2014
|
||||
Actuarial Assumptions
|
|
|
|
|
|
|
|
||||
Discount Rate
|
4.19
|
%
|
|
3.81
|
%
|
|
4.31
|
%
|
|
3.94
|
%
|
Expected return on assets
|
8.30
|
%
|
|
8.30
|
%
|
|
8.15
|
%
|
|
8.14
|
%
|
Health Care Trend Rates
|
|
|
|
|
|
|
|
||||
Trend for 2015
|
—
|
|
|
—
|
|
|
8.76
|
%
|
|
6.90
|
%
|
Ultimate Trend
|
—
|
|
|
—
|
|
|
4.50
|
%
|
|
4.50
|
%
|
Year Ultimate Trend Reached
|
—
|
|
|
—
|
|
|
2022
|
|
|
2021
|
|
(in millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||
Commercial Paper weighted average interest rate of 0.82% at December 31, 2014
|
$
|
—
|
|
|
$
|
792.6
|
|
Credit facilities borrowings weighted average interest rate of 1.44% at December 31, 2014
|
—
|
|
|
500.0
|
|
||
Accounts receivable securitization facility borrowings
|
107.2
|
|
|
284.3
|
|
||
Total Short-Term Borrowings
|
$
|
107.2
|
|
|
$
|
1,576.9
|
|
(in millions)
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
After
|
||||||||||||||
Guarantees of subsidiaries debt
|
$
|
6,135.5
|
|
|
$
|
230.0
|
|
|
$
|
291.5
|
|
|
$
|
267.4
|
|
|
$
|
476.0
|
|
|
$
|
500.0
|
|
|
$
|
4,370.6
|
|
Accounts receivable securitization
|
107.2
|
|
|
107.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Letters of credit
|
14.7
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other guarantees
|
54.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
53.2
|
|
|||||||
Total commercial commitments
|
$
|
6,312.3
|
|
|
$
|
337.2
|
|
|
$
|
306.2
|
|
|
$
|
267.4
|
|
|
$
|
476.0
|
|
|
$
|
501.7
|
|
|
$
|
4,423.8
|
|
Three Months Ended September 30, 2015
(in millions)
|
Gains and Losses on Securities
(1)
|
|
Gains and Losses on Cash Flow Hedges
(1)
|
|
Pension and OPEB Items
(1)
|
|
Accumulated
Other
Comprehensive
Loss
(1)
|
||||||||
Balance as of July 1, 2015
|
$
|
—
|
|
|
$
|
(20.0
|
)
|
|
$
|
(24.4
|
)
|
|
$
|
(44.4
|
)
|
Other comprehensive income before reclassifications
|
0.5
|
|
|
(0.2
|
)
|
|
(1.3
|
)
|
|
(1.0
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(0.2
|
)
|
|
0.4
|
|
|
1.1
|
|
|
1.3
|
|
||||
Net current-period other comprehensive income (loss)
|
0.3
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
0.3
|
|
||||
Distribution of CPG to shareholders (Note 4)
|
—
|
|
|
13.9
|
|
|
10.6
|
|
|
24.5
|
|
||||
Balance as of September 30, 2015
|
$
|
0.3
|
|
|
$
|
(5.9
|
)
|
|
$
|
(14.0
|
)
|
|
$
|
(19.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2015
(in millions)
|
Gains and Losses on Securities
(1)
|
|
Gains and Losses on Cash Flow Hedges
(1)
|
|
Pension and OPEB Items
(1)
|
|
Accumulated
Other
Comprehensive
Loss
(1)
|
||||||||
Balance as of January 1, 2015
|
$
|
0.3
|
|
|
$
|
(23.6
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
(50.6
|
)
|
Other comprehensive income before reclassifications
|
0.3
|
|
|
(0.2
|
)
|
|
1.2
|
|
|
1.3
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(0.3
|
)
|
|
2.0
|
|
|
1.5
|
|
|
3.2
|
|
||||
Net current-period other comprehensive income
|
—
|
|
|
1.8
|
|
|
2.7
|
|
|
4.5
|
|
||||
Allocation of AOCI to noncontrolling interest
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
Distribution of CPG to shareholders (Note 4)
|
—
|
|
|
13.9
|
|
|
10.6
|
|
|
24.5
|
|
||||
Balance as of September 30, 2015
|
$
|
0.3
|
|
|
$
|
(5.9
|
)
|
|
$
|
(14.0
|
)
|
|
$
|
(19.6
|
)
|
Three Months Ended September 30, 2014
(in millions)
|
Gains and Losses on Securities
(1)
|
|
Gains and Losses on Cash Flow Hedges
(1)
|
|
Pension and OPEB Items
(1)
|
|
Accumulated
Other Comprehensive Loss (1) |
||||||||
Balance as of July 1, 2014
|
$
|
0.5
|
|
|
$
|
(24.5
|
)
|
|
$
|
(17.4
|
)
|
|
$
|
(41.4
|
)
|
Other comprehensive income before reclassifications
|
(0.5
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.6
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(0.1
|
)
|
|
0.6
|
|
|
(0.1
|
)
|
|
0.4
|
|
||||
Net current-period other comprehensive (loss) income
|
(0.6
|
)
|
|
0.6
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Balance as of September 30, 2014
|
$
|
(0.1
|
)
|
|
$
|
(23.9
|
)
|
|
$
|
(17.6
|
)
|
|
$
|
(41.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2014
(in millions)
|
Gains and Losses on Securities
(1)
|
|
Gains and Losses on Cash Flow Hedges
(1)
|
|
Pension and OPEB Items
(1)
|
|
Accumulated
Other
Comprehensive
Loss
(1)
|
||||||||
Balance as of January 1, 2014
|
$
|
(0.3
|
)
|
|
$
|
(25.8
|
)
|
|
$
|
(17.5
|
)
|
|
$
|
(43.6
|
)
|
Other comprehensive income before reclassifications
|
0.5
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
0.2
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(0.3
|
)
|
|
1.8
|
|
|
0.3
|
|
|
1.8
|
|
||||
Net current-period other comprehensive income (loss)
|
0.2
|
|
|
1.9
|
|
|
(0.1
|
)
|
|
2.0
|
|
||||
Balance as of September 30, 2014
|
$
|
(0.1
|
)
|
|
$
|
(23.9
|
)
|
|
$
|
(17.6
|
)
|
|
$
|
(41.6
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Gas Distribution Operations
|
|
|
|
|
|
|
|
||||||||
Unaffiliated
|
$
|
384.6
|
|
|
$
|
411.9
|
|
|
$
|
2,349.3
|
|
|
$
|
2,593.9
|
|
Intersegment
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|
0.2
|
|
||||
Total
|
384.7
|
|
|
411.9
|
|
|
2,349.7
|
|
|
2,594.1
|
|
||||
Electric Operations
|
|
|
|
|
|
|
|
||||||||
Unaffiliated
|
428.4
|
|
|
424.4
|
|
|
1,199.5
|
|
|
1,279.9
|
|
||||
Intersegment
|
0.2
|
|
|
0.3
|
|
|
0.6
|
|
|
0.6
|
|
||||
Total
|
428.6
|
|
|
424.7
|
|
|
1,200.1
|
|
|
1,280.5
|
|
||||
Corporate and Other
|
|
|
|
|
|
|
|
||||||||
Unaffiliated
|
4.2
|
|
|
1.9
|
|
|
5.2
|
|
|
5.3
|
|
||||
Intersegment
|
94.1
|
|
|
105.9
|
|
|
288.1
|
|
|
303.6
|
|
||||
Total
|
98.3
|
|
|
107.8
|
|
|
293.3
|
|
|
308.9
|
|
||||
Eliminations
|
(94.4
|
)
|
|
(106.2
|
)
|
|
(289.1
|
)
|
|
(304.4
|
)
|
||||
Consolidated Gross Revenues
|
$
|
817.2
|
|
|
$
|
838.2
|
|
|
$
|
3,554.0
|
|
|
$
|
3,879.1
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Gas Distribution Operations
|
$
|
20.0
|
|
|
$
|
0.8
|
|
|
$
|
394.9
|
|
|
$
|
362.4
|
|
Electric Operations
|
98.5
|
|
|
76.9
|
|
|
214.2
|
|
|
218.7
|
|
||||
Corporate and Other
|
(8.8
|
)
|
|
(6.6
|
)
|
|
(28.7
|
)
|
|
(18.9
|
)
|
||||
Consolidated Operating Income
|
$
|
109.7
|
|
|
$
|
71.1
|
|
|
$
|
580.4
|
|
|
$
|
562.2
|
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
||||
Capital expenditures included in current liabilities
|
$
|
130.7
|
|
|
$
|
117.6
|
|
Assets acquired under a capital lease
|
5.5
|
|
|
69.9
|
|
||
Schedule of interest and income taxes paid:
|
|
|
|
||||
Cash paid for interest, net of interest capitalized
|
$
|
354.1
|
|
|
$
|
375.0
|
|
Cash paid for income taxes
|
20.2
|
|
|
12.2
|
|
•
|
A loss on early extinguishment of long-term debt of $97.2 million. Refer to Note 13, "Long-Term Debt," for further information on long-term debt retired in May 2015.
|
•
|
Regulatory and service programs at Gas Distribution Operations increased net revenues by $60.4 million primarily due to the impacts of the rate cases at Columbia of Pennsylvania and Columbia of Virginia, as well as the implementation of rates under Columbia of Ohio's approved infrastructure replacement program. Refer to Note 7, “Regulatory Matters,” in the Notes to Consolidated Financial Statements included in NiSource's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Note 6, "Regulatory Matters," of this report for more information.
|
•
|
On October 7, 2015, Columbia of Massachusetts received approval of its base rate case settlement by the Massachusetts DPU. The settlement with the Massachusetts Attorney General supports Columbia of Massachusetts' continued effort to modernize its pipeline infrastructure and transform its operations to continue to serve customers safely and reliably. The approved settlement provides for increased annual revenues of $32.8 million beginning November 1, 2015, with an additional $3.6 million annual increase starting November 1, 2016.
|
•
|
Columbia of Pennsylvania has reached a settlement with parties to its base rate case pending before the Pennsylvania PUC. Under terms of the settlement, Columbia of Pennsylvania’s annual revenues would increase by approximately $28.0 million, an outcome which supports continued infrastructure replacement, pipeline safety upgrades and enhanced employee training. The settlement also includes a tariff supporting the expansion of natural gas service into unserved areas. A decision on the settlement from the Pennsylvania PUC, with new rates in effect, is expected during the fourth quarter of 2015.
|
•
|
On August 21, 2015, Columbia of Virginia received final VSCC approval of its 2014 base rate case. The VSCC reaffirmed the $25.2 million annual revenue increase. The case supports continued capital investments by Columbia of Virginia to improve its system and accommodate customer growth, as well as initiatives to enhance safety and reliability.
|
•
|
NIPSCO’s first electric rate case in five years was filed with the IURC on October 1, 2015. The case seeks to update rates to reflect the current costs of generating and distributing power, plus ongoing investments which are delivering substantial benefits to customers, including programs that have reduced the duration of power outages by 40 percent. The request also seeks to create a bill payment assistance program for low-income electric customers during the summer cooling season. If approved as filed, the case would increase revenues by approximately $148.0 million per year, which includes the continued recovery of environmental trackers. A decision by the IURC is expected in the second half of 2016.
|
•
|
NIPSCO's Michigan City Unit 12 FGD is set to be placed in service by the end of 2015. The approximately $255 million project, supported with cost recovery, improves air quality and helps ensure NIPSCO’s generation fleet remains in compliance with current environmental regulations. The project also helps ensure that NIPSCO can continue offering low-cost, reliable and efficient generating capacity for its customers.
|
•
|
Progress also continued on two major electric transmission projects designed to enhance region-wide system flexibility and reliability. Right-of-way acquisition and permitting are under way for both projects and substation construction has begun. These projects involve an investment of approximately $500 million for NIPSCO and are anticipated to be in service by the end of 2018.
|
•
|
Electric Operations' net revenues increased due primarily to the effects of weather of $10.2 million, increased trackers, which are offset in expense, of $6.8 million and a higher return on the environmental capital investment recovery program of $4.1 million due to an increased plant balance eligible for recovery. These increases were partially offset by lower industrial usage of $5.1 million.
|
•
|
Gas Distribution Operations’ net revenues increased due primarily to an increase in regulatory and service programs of $11.6 million, including the implementation of rates under Columbia of Ohio's approved infrastructure replacement program, as well as the impact of new rates at Columbia of Virginia and Columbia of Pennsylvania.
|
•
|
Gas Distribution Operations’ net revenues increased due primarily to an increase in regulatory and service programs of $60.4 million, including the impact of new rates at Columbia of Pennsylvania and Columbia of Virginia and the implementation of rates under Columbia of Ohio's approved infrastructure replacement program. Additionally, there was increased net revenue from higher regulatory and tax trackers, which are offset in expense, of $47.8 million.
|
•
|
Electric Operations’ net revenues increased due primarily to increased trackers, which are offset in expense, of $14.7 million and a higher return on the environmental capital investment recovery program of $7.8 million due to an increased plant balance eligible for recovery. Additionally, there was increased net revenue of $7.2 million as a result of two electric transmission projects authorized by the MISO and the effects of weather of $4.4 million. These increases were partially offset by lower industrial usage of $12.3 million due to reduced steel production and decreased net revenues of $8.9 million as a result of lower off-system sales opportunities in 2015.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net Revenues
|
|
|
|
|
|
|
|
||||||||
Sales revenues
|
$
|
384.7
|
|
|
$
|
411.9
|
|
|
$
|
2,349.7
|
|
|
$
|
2,594.1
|
|
Less: Cost of gas sold (excluding depreciation and amortization)
|
73.9
|
|
|
114.6
|
|
|
929.9
|
|
|
1,294.8
|
|
||||
Net Revenues
|
310.8
|
|
|
297.3
|
|
|
1,419.8
|
|
|
1,299.3
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Operation and maintenance
|
196.4
|
|
|
208.8
|
|
|
714.2
|
|
|
644.4
|
|
||||
Depreciation and amortization
|
58.5
|
|
|
55.4
|
|
|
172.8
|
|
|
161.7
|
|
||||
Loss (Gain) on sale of assets
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
(0.2
|
)
|
||||
Other taxes
|
35.1
|
|
|
32.3
|
|
|
137.1
|
|
|
131.0
|
|
||||
Total Operating Expenses
|
290.8
|
|
|
296.5
|
|
|
1,024.9
|
|
|
936.9
|
|
||||
Operating Income
|
$
|
20.0
|
|
|
$
|
0.8
|
|
|
$
|
394.9
|
|
|
$
|
362.4
|
|
Revenues ($ in millions)
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
246.0
|
|
|
$
|
249.1
|
|
|
$
|
1,606.0
|
|
|
$
|
1,646.0
|
|
Commercial
|
72.1
|
|
|
77.0
|
|
|
549.0
|
|
|
572.7
|
|
||||
Industrial
|
36.8
|
|
|
36.9
|
|
|
171.0
|
|
|
169.3
|
|
||||
Off System
|
14.0
|
|
|
28.5
|
|
|
71.3
|
|
|
166.3
|
|
||||
Other
|
15.8
|
|
|
20.4
|
|
|
(47.6
|
)
|
|
39.8
|
|
||||
Total
|
$
|
384.7
|
|
|
$
|
411.9
|
|
|
$
|
2,349.7
|
|
|
$
|
2,594.1
|
|
Sales and Transportation (MMDth)
|
|
|
|
|
|
|
|
||||||||
Residential
|
14.5
|
|
|
15.4
|
|
|
198.0
|
|
|
206.9
|
|
||||
Commercial
|
16.4
|
|
|
17.5
|
|
|
130.2
|
|
|
135.0
|
|
||||
Industrial
|
127.4
|
|
|
126.2
|
|
|
397.8
|
|
|
384.7
|
|
||||
Off System
|
5.2
|
|
|
7.1
|
|
|
24.7
|
|
|
35.6
|
|
||||
Other
|
0.1
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Total
|
163.6
|
|
|
166.2
|
|
|
750.5
|
|
|
762.1
|
|
||||
Heating Degree Days
|
43
|
|
|
100
|
|
|
3,936
|
|
|
4,092
|
|
||||
Normal Heating Degree Days
|
85
|
|
|
85
|
|
|
3,576
|
|
|
3,576
|
|
||||
% (Warmer) Colder than Normal
|
(49
|
)%
|
|
18
|
%
|
|
10
|
%
|
|
14
|
%
|
||||
Customers
|
|
|
|
|
|
|
|
||||||||
Residential
|
|
|
|
|
3,058,415
|
|
|
3,035,401
|
|
||||||
Commercial
|
|
|
|
|
277,525
|
|
|
276,923
|
|
||||||
Industrial
|
|
|
|
|
7,233
|
|
|
7,512
|
|
||||||
Other
|
|
|
|
|
14
|
|
|
15
|
|
||||||
Total
|
|
|
|
|
3,343,187
|
|
|
3,319,851
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net Revenues
|
|
|
|
|
|
|
|
||||||||
Sales revenues
|
$
|
428.6
|
|
|
$
|
424.7
|
|
|
$
|
1,200.1
|
|
|
$
|
1,280.5
|
|
Less: Cost of sales (excluding depreciation and amortization)
|
135.2
|
|
|
147.5
|
|
|
377.5
|
|
|
474.2
|
|
||||
Net Revenues
|
293.4
|
|
|
277.2
|
|
|
822.6
|
|
|
806.3
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Operation and maintenance
|
110.2
|
|
|
120.5
|
|
|
359.7
|
|
|
355.2
|
|
||||
Depreciation and amortization
|
68.6
|
|
|
62.4
|
|
|
199.3
|
|
|
182.9
|
|
||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Other taxes
|
16.1
|
|
|
17.4
|
|
|
49.4
|
|
|
49.6
|
|
||||
Total Operating Expenses
|
194.9
|
|
|
200.3
|
|
|
608.4
|
|
|
587.6
|
|
||||
Operating Income
|
$
|
98.5
|
|
|
$
|
76.9
|
|
|
$
|
214.2
|
|
|
$
|
218.7
|
|
Revenues ($ in millions)
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
125.3
|
|
|
$
|
122.3
|
|
|
$
|
333.2
|
|
|
$
|
335.7
|
|
Commercial
|
120.6
|
|
|
122.4
|
|
|
338.6
|
|
|
337.3
|
|
||||
Industrial
|
153.4
|
|
|
185.3
|
|
|
489.3
|
|
|
537.0
|
|
||||
Wholesale
|
5.0
|
|
|
4.9
|
|
|
13.8
|
|
|
26.6
|
|
||||
Other
|
24.3
|
|
|
(10.2
|
)
|
|
25.2
|
|
|
43.9
|
|
||||
Total
|
$
|
428.6
|
|
|
$
|
424.7
|
|
|
$
|
1,200.1
|
|
|
$
|
1,280.5
|
|
Sales (Gigawatt Hours)
|
|
|
|
|
|
|
|
||||||||
Residential
|
1,001.9
|
|
|
915.2
|
|
|
2,584.6
|
|
|
2,604.6
|
|
||||
Commercial
|
1,066.7
|
|
|
1,031.6
|
|
|
2,935.8
|
|
|
2,932.0
|
|
||||
Industrial
|
2,270.3
|
|
|
2,504.7
|
|
|
6,990.7
|
|
|
7,567.6
|
|
||||
Wholesale
|
76.9
|
|
|
161.4
|
|
|
194.8
|
|
|
485.3
|
|
||||
Other
|
36.1
|
|
|
36.4
|
|
|
105.2
|
|
|
104.7
|
|
||||
Total
|
4,451.9
|
|
|
4,649.3
|
|
|
12,811.1
|
|
|
13,694.2
|
|
||||
Cooling Degree Days
|
529
|
|
|
381
|
|
|
758
|
|
|
657
|
|
||||
Normal Cooling Degree Days
|
570
|
|
|
570
|
|
|
799
|
|
|
799
|
|
||||
% Colder than Normal
|
(7
|
)%
|
|
(33
|
)%
|
|
(5
|
)%
|
|
(18
|
)%
|
||||
Electric Customers
|
|
|
|
|
|
|
|
||||||||
Residential
|
|
|
|
|
403,468
|
|
|
401,683
|
|
||||||
Commercial
|
|
|
|
|
54,841
|
|
|
54,383
|
|
||||||
Industrial
|
|
|
|
|
2,351
|
|
|
2,364
|
|
||||||
Wholesale
|
|
|
|
|
746
|
|
|
751
|
|
||||||
Other
|
|
|
|
|
3
|
|
|
4
|
|
||||||
Total
|
|
|
|
|
461,409
|
|
|
459,185
|
|
(10.1)
|
Form of Amended and Restated 2013 Performance Share Agreement effective on implementation of the spin-off on July 1, 2015, (under the 2010 Omnibus Incentive Plan). **
|
|
|
(10.2)
|
Form of Amended and Restated 2014 Performance Share Agreement effective on the implementation of the spin-off on July 1, 2015, (under the 2010 Omnibus Incentive Plan).**
|
|
|
(10.3)
|
Form of Amendment to Restricted Stock Unit Award (“RSU”) Agreement related to Vested but Unpaid NiSource RSUs for Nonemployee Directors of NiSource entered into as of July 13, 2015.**
|
|
|
(10.4)
|
Form of Restricted Stock Unit Award (“RSU”) Agreement under the Columbia Pipeline Group, Inc. (“CPG”) 2015 Omnibus Incentive Plan relating to Vested but Unpaid NiSource RSUs for Nonemployee Directors of CPG entered into as of July 13, 2015.**
|
|
|
(10.5)
|
Revised Change in Control and Termination Agreement (incorporated by reference to Exhibit 10.1 to the NiSource Inc. Form 8-K filed on October 23, 2015.)
|
|
|
(10.6)
|
Second Amendment to the NiSource Inc. 2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the NiSource Inc. Form 8-K filed October 23, 2015.)
|
|
|
(31.1)
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
|
|
|
(31.2)
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
|
|
|
(32.1)
|
Certification of Chief Executive Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). **
|
|
|
(32.2)
|
Certification of Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). **
|
|
|
(101.INS)
|
XBRL Instance Document
|
|
|
(101.SCH)
|
XBRL Schema Document
|
|
|
(101.CAL)
|
XBRL Calculation Linkbase Document
|
|
|
(101.LAB)
|
XBRL Labels Linkbase Document
|
|
|
(101.PRE)
|
XBRL Presentation Linkbase Document
|
|
|
(101.DEF)
|
XBRL Definition Linkbase Document
|
*
|
Management contract or compensatory plan or arrangement of NiSource Inc.
|
**
|
Exhibit filed herewith.
|
|
|
|
NiSource Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
November 3, 2015
|
By:
|
/s/ Joseph W. Mulpas
|
|
|
|
|
Joseph W. Mulpas
|
|
|
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer
and Duly Authorized Officer)
|
(i)
|
the performance of the Company and satisfaction of the applicable performance metrics under the 2013 Performance Share Agreement from the date of grant of the 2013 Performance Share Agreement until the date immediately before the spin-off of CPG, and
|
(ii)
|
the Company’s determination to preserve the value of the performance share units granted under the 2013 Performance Share Agreement and in accordance with the adjustment provisions of the NiSource Inc. 2010 Omnibus Incentive Plan and the 2013 Performance Share Agreement,
|
(a)
|
Vesting
. Subject to the forfeiture conditions described later in this Agreement, the Restricted Stock Units shall vest on February 29, 2016 (the “Vesting Date”).
|
(b)
|
Effect of Termination of Service
. Except as set forth below, if Grantee’s Service is terminated for any reason prior to the Vesting Date or the occurrence of any event provided in this Section, the Grantee shall forfeit any Restricted Stock Units that have not yet become vested.
|
(c)
|
Limitation on Restricted Stock Units
. Notwithstanding the previous provisions of this Section, during any calendar year with respect to which the Grantee is a Covered Officer (for purpose of Internal Revenue Code (“Code”) Section 162(m)), if the Grantee otherwise would vest in a number of Restricted Stock Units under this Section, the Grantee instead may vest only with respect to a sufficient number of Restricted Stock Units whose aggregate Fair Market Value on the date such restrictions would, when added to the Grantee’s “applicable employee remuneration” (as defined in Code Section 162(m)) for the applicable calendar year that does not constitute “qualified performance-based compensation” (as defined in Code Section 162(m)), not exceed the aggregate amount of $999,999.00 for the applicable calendar year (the “Limitation”).
|
(i)
|
the last business day of any subsequent calendar year or years to the extent that the Limitation is not exceeded for such year or years;
|
(ii)
|
the date next following the Grantee’s termination of Service for any reason other than for Cause; or
|
(iii)
|
the first business day of the year next following the year with respect to which the Grantee ceases to be a Covered Officer.
|
(a)
|
Unless and until Shares have been issued to the Grantee, the Grantee shall not have any privileges of a stockholder of the Company with respect to any Restricted Stock Units subject to this Agreement, nor shall the Company have any obligation to issue any dividends or otherwise afford any rights to which Shares are entitled with respect to any such Restricted Stock Units.
|
(b)
|
Nothing in this Agreement or the Award shall confer upon the Grantee any right to continue as an Employee of the Company or any Affiliate or to interfere in any way with the right of the Company or any Affiliate to terminate the Grantee’s Service at any time.
|
(i)
|
the performance of the Company and satisfaction of the applicable performance metrics under the 2014 Performance Share Agreement from the date of grant of the 2014 Performance Share Agreement until the date immediately before the spin-off of CPG, and
|
(ii)
|
the Company’s determination to preserve the value of the performance share units granted under the 2014 Performance Share Agreement and in accordance with the adjustment provisions of the NiSource Inc. 2010 Omnibus Incentive Plan and the 2014 Performance Share Agreement,
|
(a)
|
Vesting
. Subject to the forfeiture conditions described later in this Agreement, the Restricted Stock Units shall vest on February 28, 2017 (the “Vesting Date”).
|
(b)
|
Effect of Termination of Service
. Except as set forth below, if Grantee’s Service is terminated for any reason prior to the Vesting Date or the occurrence of any event provided in this Section, the Grantee shall forfeit any Restricted Stock Units that have not yet become vested.
|
(c)
|
Limitation on Restricted Stock Units
. Notwithstanding the previous provisions of this Section, during any calendar year with respect to which the Grantee is a Covered Officer (for purpose of Internal Revenue Code (“Code”) Section 162(m)), if the Grantee otherwise would vest in a number of Restricted Stock Units under this Section, the Grantee instead may vest only with respect to a sufficient number of Restricted Stock Units whose aggregate Fair Market Value on the date such restrictions would, when added to the Grantee’s “applicable employee remuneration” (as defined in Code Section 162(m)) for the applicable calendar year that does not constitute “qualified performance-based compensation” (as defined in Code Section 162(m)), not exceed the aggregate amount of $999,999.00 for the applicable calendar year (the “Limitation”).
|
(i)
|
the last business day of any subsequent calendar year or years to the extent that the Limitation is not exceeded for such year or years;
|
(ii)
|
the date next following the Grantee’s termination of Service for any reason other than for Cause, or
|
(iii)
|
the first business day of the year next following the year with respect to which the Grantee ceases to be a Covered Officer.
|
(a)
|
Unless and until Shares have been issued to the Grantee, the Grantee shall not have any privileges of a stockholder of the Company with respect to any Restricted Stock Units subject to this Agreement, nor shall the Company have any obligation to issue any dividends or otherwise afford any rights to which Shares are entitled with respect to any such Restricted Stock Units.
|
(b)
|
Nothing in this Agreement or the Award shall confer upon the Grantee any right to continue as an Employee of the Company or any Affiliate or to interfere in any way with the right of the Company or any Affiliate to terminate the Grantee’s Service at any time.
|
(a)
|
Unless and until Shares have been issued to the Grantee, the Grantee shall not have any privileges of a stockholder of the Company with respect to any Restricted Stock Units subject to this Agreement; provided, however, that the Grantee shall be entitled to receive dividend equivalent credits equal to the dividends or other distributions declared on any Shares underlying the RSUs in accordance with Section 2.
|
(b)
|
Nothing in this Agreement or the Award shall confer upon the Grantee any right to continue as a Nonemployee Director of the Company or any Affiliate or to interfere in any way with the right of the Company or any Affiliate to terminate the Grantee’s service at any time.
|
1.
|
I have reviewed this Quarterly Report of NiSource Inc. on Form 10-Q for the quarter ended
September 30, 2015
;
|
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date:
|
November 3, 2015
|
By:
|
|
/s/ Joseph Hamrock
|
|
|
|
|
|
Joseph Hamrock
|
|
|
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report of NiSource Inc. on Form 10-Q for the quarter ended
September 30, 2015
;
|
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date:
|
November 3, 2015
|
By:
|
|
/s/ Donald E. Brown
|
|
|
|
|
|
Donald E. Brown
|
|
|
|
|
|
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.
|
|
|
|
/s/ Joseph Hamrock
|
|
|
|
|
Joseph Hamrock
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
|
November 3, 2015
|
|
(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.
|
|
|
|
/s/ Donald E. Brown
|
|
|
|
|
Donald E. Brown
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
|
November 3, 2015
|
|