|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
|
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d
)
|
|
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)
|
|
Title of each class
|
|
Name of each exchange on which registered
|
|
|
Common Stock
|
|
New York
|
|
Large accelerated filer
þ
|
|
Accelerated filer
¨
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|
Emerging growth company
¨
|
Non-accelerated filer
¨
|
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Smaller reporting company
¨
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Page
No.
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Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
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|
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
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||
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|
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Item 15.
|
||
|
||
NiSource Subsidiaries, Affiliates and Former Subsidiaries
|
|
|
Capital Markets
|
|
NiSource Capital Markets, Inc.
|
Columbia
|
|
Columbia Energy Group
|
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 of Pennsylvania
|
|
Columbia Gas of Pennsylvania, Inc.
|
Columbia of Virginia
|
|
Columbia Gas of Virginia, Inc.
|
Company
|
|
NiSource Inc. and its subsidiaries, unless otherwise indicated by the context
|
CPG
|
|
Columbia Pipeline Group, Inc.
|
CPPL
|
|
Columbia Pipeline Partners LP
|
CPRC
|
|
Columbia Gas of Pennsylvania Receivables Corporation
|
NIPSCO
|
|
Northern Indiana Public Service Company LLC
|
NiSource
|
|
NiSource Inc.
|
NiSource Corporate Services
|
|
NiSource Corporate Services Company
|
NiSource Finance
|
|
NiSource Finance Corporation
|
|
|
|
Abbreviations
|
|
|
AFUDC
|
|
Allowance for funds used during construction
|
AMRP
|
|
Accelerated Main Replacement Program
|
AOCI
|
|
Accumulated Other Comprehensive Income
|
ASC
|
|
Accounting Standards Codification
|
ASU
|
|
Accounting Standards Update
|
ATM
|
|
At-the-market
|
Board
|
|
Board of Directors
|
CAA
|
|
Clean Air Act
|
CCGT
|
|
Combined Cycle Gas Turbine
|
CCRs
|
|
Coal Combustion Residuals
|
CEP
|
|
Capital Expenditure Program
|
CERCLA
|
|
Comprehensive Environmental Response Compensation and Liability Act (also known as Superfund)
|
CO
2
|
|
Carbon Dioxide
|
Columbia OpCo
|
|
CPG OpCo LP
|
CPP
|
|
Clean Power Plan
|
DPU
|
|
Department of Public Utilities
|
DSM
|
|
Demand Side Management
|
ECR
|
|
Environmental Cost Recovery
|
ECT
|
|
Environmental Cost Tracker
|
EERM
|
|
Environmental Expense Recovery Mechanism
|
EGUs
|
|
Electric utility steam generating unit
|
ELG
|
|
Effluence limitations guidelines
|
DEFINED TERMS
|
||
EPA
|
|
United States Environmental Protection Agency
|
EPS
|
|
Earnings per share
|
FAC
|
|
Fuel adjustment clause
|
FASB
|
|
Financial Accounting Standards Board
|
FERC
|
|
Federal Energy Regulatory Commission
|
FTRs
|
|
Financial Transmission Rights
|
GAAP
|
|
Generally Accepted Accounting Principles
|
GCA
|
|
Gas cost adjustment
|
GCR
|
|
Gas cost recovery
|
GHG
|
|
Greenhouse gases
|
GSEP
|
|
Gas System Enhancement Program
|
gwh
|
|
Gigawatt hours
|
IBM
|
|
International Business Machines Corp.
|
IPO
|
|
Initial Public Offering
|
IRP
|
|
Infrastructure Replacement Program
|
IRS
|
|
Internal Revenue Service
|
IURC
|
|
Indiana Utility Regulatory Commission
|
LDCs
|
|
Local distribution companies
|
LIFO
|
|
Last-in, first-out
|
MGP
|
|
Manufactured Gas Plant
|
MISO
|
|
Midcontinent Independent System Operator
|
Mizuho
|
|
Mizuho Corporate Bank Ltd.
|
MMDth
|
|
Million dekatherms
|
MPSC
|
|
Maryland Public Service Commission
|
mw
|
|
Megawatts
|
mwh
|
|
Megawatt hours
|
NAAQS
|
|
National Ambient Air Quality Standards
|
NOL
|
|
Net Operating Loss
|
NYMEX
|
|
The New York Mercantile Exchange
|
NYSE
|
|
The New York Stock Exchange
|
OCC
|
|
Ohio Consumers' Counsel
|
OPEB
|
|
Other Postretirement and Postemployment Benefits
|
PATH
|
|
Protecting Americans from Tax Hikes Act of 2015
|
PCB
|
|
Polychlorinated biphenyls
|
PHMSA
|
|
U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration
|
PISCC
|
|
Post-in-service carrying charges
|
PNC
|
|
PNC Bank N.A.
|
ppb
|
|
Parts per billion
|
PSC
|
|
Public Service Commission
|
PUC
|
|
Public Utility Commission
|
PUCO
|
|
Public Utilities Commission of Ohio
|
RCRA
|
|
Resource Conservation and Recovery Act
|
RDAF
|
|
Revenue decoupling adjustment factor
|
DEFINED TERMS
|
||
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.
|
SEC
|
|
Securities and Exchange Commission
|
Sugar Creek
|
|
Sugar Creek electric generating plant
|
TCJA
|
|
Tax Cuts and Jobs Act of 2017
|
TDSIC
|
|
Transmission, Distribution and Storage System Improvement Charge
|
TUAs
|
|
Transmission Upgrade Agreements
|
VIE
|
|
Variable Interest Entity
|
VSCC
|
|
Virginia State Corporation Commission
|
•
|
limit our 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 our flexibility in planning for, or reacting to, changes in the business and the industries in which we operate;
|
•
|
lead parties with whom we do business to require additional credit support, such as letters of credit, in order for us to transact such business;
|
•
|
place us at a competitive disadvantage compared to competitors that are less leveraged;
|
•
|
increase vulnerability to general adverse economic and industry conditions; and
|
•
|
limit our ability to execute on our growth strategy, which is dependent upon access to capital to fund our substantial infrastructure investment program.
|
Name
|
|
Age
|
|
Office(s) Held in Past 5 Years
|
|
Joseph Hamrock
|
|
54
|
|
|
President and Chief Executive Officer of NiSource since July 1, 2015.
|
|
|
|
|
Executive Vice President and Group Chief Executive Officer of NiSource from May 2012 to July 2015.
|
|
|
|
|
|
President and Chief Operating Officer of American Electric Power Company - Ohio (electric utility company) from 2008 to May 2012.
|
|
Donald E. Brown
|
|
46
|
|
|
Executive Vice President and Chief Financial Officer of NiSource since June 2016.
|
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer of NiSource from July 2015 to June 2016.
|
|
|
|
|
|
Executive Vice President, Finance Department of NiSource from March 2015 to July 2015.
|
|
|
|
|
|
Vice President and Chief Financial Officer of UGI Utilities, a division of UGI Corporation (gas and electric utility company) from 2010 to March 2015.
|
|
Peter T. Disser
|
|
49
|
|
|
Vice President, Audit of NiSource since November 2017.
|
|
|
|
|
Vice President of Planning and Analysis of NiSource from June 2016 to November 2017.
|
|
|
|
|
|
Chief Financial Officer of NIPSCO from 2012 to June 2016.
|
|
Michael J. Finissi
|
|
56
|
|
|
Executive Vice President, Safety, Capital Execution and Technical Services of NiSource since May 2017.
|
|
|
|
|
Senior Vice President, Capital Execution of NiSource from July 2015 to May 2017.
|
|
|
|
|
|
Senior Vice President and Chief Operating Officer of NIPSCO from 2010 to July 2015.
|
|
Carrie J. Hightman
|
|
60
|
|
|
Executive Vice President and Chief Legal Officer of NiSource since 2007.
|
Carl W. Levander
|
|
56
|
|
|
Executive Vice President, Regulatory Policy and Corporate Affairs of NiSource since May 2016.
|
|
|
|
|
Executive Vice President and Chief Regulatory Officer of NiSource from July 2015 to May 2016.
|
|
|
|
|
|
President of Columbia of Virginia from 2006 to July 2015.
|
|
Violet G. Sistovaris
|
|
56
|
|
|
Executive Vice President and President, NIPSCO since October 2016.
|
|
|
|
|
Executive Vice President, NIPSCO from June 2015 to October 2016.
|
|
|
|
|
|
Senior Vice President and Chief Information Officer of NiSource from May 2014 to June 2015.
|
|
|
|
|
|
Senior Vice President and Chief Information Officer of NiSource Corporate Services Company from 2008 to May 2014.
|
|
Pablo A. Vegas
|
|
44
|
|
|
Executive President, Gas Segment and Chief Customer Officer of NiSource since May 2017.
|
|
|
|
|
Executive Vice President and President, Columbia Gas Group from May 2016 to May 2017.
|
|
|
|
|
|
President and Chief Operating Officer of American Electric Power Company from May 2012 to May 2016.
|
|
Teresa M. Smith
|
|
54
|
|
|
Vice President of Human Resources for NiSource Corporate Services Company since 2010.
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
High
|
|
Low
|
|
Dividend Per Share
|
|
High
|
|
Low
|
|
Dividend Per Share
|
||||||||||||
First Quarter
|
$
|
24.29
|
|
|
$
|
21.65
|
|
|
$
|
0.175
|
|
|
$
|
23.74
|
|
|
$
|
19.05
|
|
|
$
|
0.155
|
|
Second Quarter
|
26.56
|
|
|
23.53
|
|
|
0.175
|
|
|
26.53
|
|
|
21.97
|
|
|
0.155
|
|
||||||
Third Quarter
|
27.29
|
|
|
24.96
|
|
|
0.175
|
|
|
26.94
|
|
|
23.20
|
|
|
0.165
|
|
||||||
Fourth Quarter
|
27.76
|
|
|
24.63
|
|
|
0.175
|
|
|
24.06
|
|
|
21.17
|
|
|
0.165
|
|
||||||
|
|
|
|
|
$
|
0.700
|
|
|
|
|
|
|
$
|
0.640
|
|
Year Ended December 31, (
dollars in millions except per share data
)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gas Distribution
|
$
|
2,063.2
|
|
|
$
|
1,850.9
|
|
|
$
|
2,081.9
|
|
|
$
|
2,597.8
|
|
|
$
|
2,226.3
|
|
Gas Transportation
|
1,021.5
|
|
|
964.6
|
|
|
969.8
|
|
|
987.4
|
|
|
820.0
|
|
|||||
Electric
|
1,785.5
|
|
|
1,660.8
|
|
|
1,572.9
|
|
|
1,672.0
|
|
|
1,563.4
|
|
|||||
Other
|
4.4
|
|
|
16.2
|
|
|
27.2
|
|
|
15.2
|
|
|
15.7
|
|
|||||
Total Operating Revenues
|
4,874.6
|
|
|
4,492.5
|
|
|
4,651.8
|
|
|
5,272.4
|
|
|
4,625.4
|
|
|||||
Operating Income
|
910.6
|
|
|
858.2
|
|
|
799.9
|
|
|
789.1
|
|
|
698.1
|
|
|||||
Income from Continuing Operations
|
128.6
|
|
|
328.1
|
|
|
198.6
|
|
|
256.2
|
|
|
221.0
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
19,961.7
|
|
|
18,691.9
|
|
|
17,492.5
|
|
|
24,589.8
|
|
|
22,473.6
|
|
|||||
Capitalization
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stockholders’ equity
|
4,320.1
|
|
|
4,071.2
|
|
|
3,843.5
|
|
|
6,175.3
|
|
|
5,886.6
|
|
|||||
Long-term debt, excluding amounts due within one year
|
7,512.2
|
|
|
6,058.2
|
|
|
5,948.5
|
|
|
8,151.5
|
|
|
7,588.2
|
|
|||||
Total Capitalization
|
$
|
11,832.3
|
|
|
$
|
10,129.4
|
|
|
$
|
9,792.0
|
|
|
$
|
14,326.8
|
|
|
$
|
13,474.8
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings Per Share from Continuing Operations ($)
|
$
|
0.39
|
|
|
$
|
1.02
|
|
|
$
|
0.63
|
|
|
$
|
0.81
|
|
|
$
|
0.71
|
|
Diluted Earnings Per Share from Continuing Operations ($)
|
$
|
0.39
|
|
|
$
|
1.01
|
|
|
$
|
0.63
|
|
|
$
|
0.81
|
|
|
$
|
0.71
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share ($)
|
$
|
0.70
|
|
|
$
|
0.64
|
|
|
$
|
0.83
|
|
|
$
|
1.02
|
|
|
$
|
0.98
|
|
Shares outstanding at the end of the year (in thousands)
|
337,016
|
|
|
323,160
|
|
|
319,110
|
|
|
316,037
|
|
|
313,676
|
|
|||||
Number of common stockholders
|
21,009
|
|
|
22,272
|
|
|
30,190
|
|
|
25,233
|
|
|
26,965
|
|
|||||
Capital expenditures
|
$
|
1,753.8
|
|
|
$
|
1,490.4
|
|
|
$
|
1,367.5
|
|
|
$
|
1,339.6
|
|
|
$
|
1,248.5
|
|
Number of employees
|
8,175
|
|
|
8,007
|
|
|
7,596
|
|
|
8,982
|
|
|
8,477
|
|
•
|
The decrease in income from continuing operations during 2017 was due primarily to increased tax expense as a result of the impact of adopting the provisions of the TCJA and a loss on early extinguishment of long-term debt, as discussed below.
|
•
|
During the second quarter of 2017, NiSource Finance executed a tender offer for $990.7 million of outstanding notes consisting of a combination of its 6.40% notes due 2018, 6.80% notes due 2019, 5.45% notes due 2020, and 6.125% notes due 2022. In conjunction with the debt retired, NiSource Finance recorded a $111.5 million loss on early extinguishment of long-term debt, primarily attributable to early redemption premiums.
|
•
|
On July 1, 2015, NiSource completed the Separation. The results of operations of the former Columbia Pipeline Group Operations segment have been classified as discontinued operations for all periods presented. See Note
3
, "Discontinued Operations," in the Notes to the Consolidated Financial Statements for further information.
|
•
|
Prior to the Separation, CPG closed its placement of
$2,750.0 million
in aggregate principal amount of its senior notes. Using the proceeds from this offering, CPG made cash payments to NiSource representing the settlement of inter-company borrowings and the payment of a one-time special dividend. In May 2015, using proceeds from the cash payments from CPG, NiSource Finance settled its two bank term loans in the amount of
$1,075.0 million
and executed a tender offer for
$750.0 million
consisting of a combination of its
5.25%
notes due 2017,
6.40%
notes due 2018 and
4.45%
notes due 2021. In conjunction with the debt retired, NiSource Finance recorded a
$97.2 million
loss on early extinguishment of long-term debt, primarily attributable to early redemption premiums.
|
Index
|
Page
|
Executive Summary
|
|
Summary of Consolidated Financial Results
|
|
Results and Discussion of Segment Operations
|
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Off Balance Sheet
Arrangements
|
|
Year Ended December 31
, (in millions
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Operating Income
|
$
|
910.6
|
|
|
$
|
858.2
|
|
|
$
|
799.9
|
|
|
$
|
52.4
|
|
|
$
|
58.3
|
|
Year Ended December 31
, (in millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Operating Revenues
|
$
|
4,874.6
|
|
|
$
|
4,492.5
|
|
|
$
|
4,651.8
|
|
|
$
|
382.1
|
|
|
$
|
(159.3
|
)
|
Cost of Sales (excluding depreciation and amortization)
|
1,518.7
|
|
|
1,390.2
|
|
|
1,643.7
|
|
|
128.5
|
|
|
(253.5
|
)
|
|||||
Total Net Revenues
|
3,355.9
|
|
|
3,102.3
|
|
|
3,008.1
|
|
|
253.6
|
|
|
94.2
|
|
|||||
Other Operating Expenses
|
2,445.3
|
|
|
2,244.1
|
|
|
2,208.2
|
|
|
201.2
|
|
|
35.9
|
|
|||||
Operating Income
|
910.6
|
|
|
858.2
|
|
|
799.9
|
|
|
52.4
|
|
|
58.3
|
|
|||||
Total Other Deductions
|
(467.5
|
)
|
|
(348.0
|
)
|
|
(460.0
|
)
|
|
(119.5
|
)
|
|
112.0
|
|
|||||
Income Taxes
|
314.5
|
|
|
182.1
|
|
|
141.3
|
|
|
132.4
|
|
|
40.8
|
|
|||||
Income from Continuing Operations
|
128.6
|
|
|
328.1
|
|
|
198.6
|
|
|
(199.5
|
)
|
|
129.5
|
|
|||||
Basic Earnings Per Share from Continuing Operations
|
$
|
0.39
|
|
|
$
|
1.02
|
|
|
$
|
0.63
|
|
|
$
|
(0.63
|
)
|
|
$
|
0.39
|
|
Basic Average Common Shares Outstanding
|
329.4
|
|
|
321.8
|
|
|
317.7
|
|
|
7.6
|
|
|
4.1
|
|
•
|
NIPSCO's base rate case remains pending before the IURC. The request, which seeks NIPSCO's first natural gas base rate increase in more than 25 years, supports continued investment in system upgrades, technology improvements and other measures to increase pipeline safety and system reliability. Inclusive of various tracker programs, the case seeks an annual revenue increase of $117.9 million, which includes the impact of federal tax reform. An order is expected in the second half of 2018.
|
•
|
Columbia of Ohio's pending settlement agreement to continue its IRP for a five-year extension was approved by the PUCO on January 31, 2018. This well-established pipeline replacement program covers replacement of priority mainline pipe and targeted customer service lines.
|
•
|
NIPSCO continues to execute on its seven-year, $850 million gas infrastructure modernization program to further improve system reliability and safety. On December 28, 2017 the IURC approved the latest tracker update request, covering $59.0 million of investments made in the first half of 2017.
|
•
|
New rates went into effect on October 27, 2017 following approval of Columbia of Maryland's base rate case settlement by the MPSC. The settlement supports continued accelerated replacement of aging pipe as well as adoption of additional pipeline safety upgrades and increases annual revenue by $2.4 million.
|
•
|
On October 31, 2017, Columbia of Massachusetts filed its GSEP for the 2018 construction year. Columbia of Massachusetts is proposing to recover incremental revenue of $9.7 million including a waiver to collect the $3.1 million revenue requirement in excess of the GSEP cap provision. If the waiver is not approved, the revenue requirement will be $6.6 million. An order is expected from the Massachusetts DPU in the second quarter of 2018, with new rates effective May 1, 2018.
|
•
|
On March 17, 2017 the VSCC, by final order, approved a settlement agreement without modification in Columbia of Virginia's 2016 base rate case. The settlement allows for a $28.5 million annual revenue increase and for Columbia of Virginia to recover investments that improve the overall safety and reliability of its distribution system. The case also supported the growth of Columbia of Virginia's system driven by increased customer demand for service. Columbia of Virginia implemented interim base rates, subject to refund, on September 28, 2016. Under the terms of the final order, during 2017 Columbia of Virginia refunded the difference between the interim customer rates implemented in 2016 and the rates approved by the final order.
|
•
|
On April 26, 2017 the PUCO approved Columbia of Ohio's annual IRP rider adjustment. This order supports the continuation of significant infrastructure investment and allows for $31.5 million in increased annual revenues on $235.9 million of investment.
|
•
|
NIPSCO continues to execute on its seven-year electric infrastructure modernization program, which includes enhancements to its electric transmission and distribution system designed to further improve system safety and reliability. The IURC-approved program represents approximately
$1.25 billion
of electric infrastructure investments expected to be made through 2022. On October 31, 2017 the IURC approved NIPSCO's latest tracker update request, covering
$133.6 million
in investments from May 2016 through April 2017.
|
•
|
On December 13, 2017, the IURC approved a settlement in NIPSCO's November 2016 request to invest in environmental upgrades at its Michigan City Unit 12 and R.M. Schahfer Units 14 and 15 generating facilities. The settlement included authority and cost recovery for the Company's approximately $193 million of CCR projects.
|
•
|
As part of its 2016 IRP, NIPSCO remains on schedule with its planned May 2018 retirement of Bailly Generating Station units 7 and 8. The retirement is part of NIPSCO’s plan to retire 50 percent of its coal-fired generating fleet by the end of 2023.
|
Year Ended December 31
, (in millions
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Operating Income
|
$
|
545.6
|
|
|
$
|
574.0
|
|
|
$
|
555.8
|
|
|
$
|
(28.4
|
)
|
|
$
|
18.2
|
|
Year Ended December 31,
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
3,102.1
|
|
|
$
|
2,830.6
|
|
|
$
|
3,069.1
|
|
|
$
|
271.5
|
|
|
$
|
(238.5
|
)
|
Less: Cost of sales (excluding depreciation and amortization)
|
1,005.0
|
|
|
895.4
|
|
|
1,155.5
|
|
|
109.6
|
|
|
(260.1
|
)
|
|||||
Net Revenues
|
2,097.1
|
|
|
1,935.2
|
|
|
1,913.6
|
|
|
161.9
|
|
|
21.6
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
1,095.3
|
|
|
937.2
|
|
|
945.3
|
|
|
158.1
|
|
|
(8.1
|
)
|
|||||
Depreciation and amortization
|
269.3
|
|
|
252.9
|
|
|
232.6
|
|
|
16.4
|
|
|
20.3
|
|
|||||
Loss on sale of assets and impairments, net
|
2.8
|
|
|
—
|
|
|
0.8
|
|
|
2.8
|
|
|
(0.8
|
)
|
|||||
Other taxes
|
184.1
|
|
|
171.1
|
|
|
179.1
|
|
|
13.0
|
|
|
(8.0
|
)
|
|||||
Total Operating Expenses
|
1,551.5
|
|
|
1,361.2
|
|
|
1,357.8
|
|
|
190.3
|
|
|
3.4
|
|
|||||
Operating Income
|
$
|
545.6
|
|
|
$
|
574.0
|
|
|
$
|
555.8
|
|
|
$
|
(28.4
|
)
|
|
$
|
18.2
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
2,029.4
|
|
|
$
|
1,823.4
|
|
|
$
|
2,055.2
|
|
|
$
|
206.0
|
|
|
$
|
(231.8
|
)
|
Commercial
|
669.4
|
|
|
588.1
|
|
|
691.4
|
|
|
81.3
|
|
|
(103.3
|
)
|
|||||
Industrial
|
217.5
|
|
|
194.3
|
|
|
217.6
|
|
|
23.2
|
|
|
(23.3
|
)
|
|||||
Off-System
|
111.8
|
|
|
94.4
|
|
|
87.3
|
|
|
17.4
|
|
|
7.1
|
|
|||||
Other
|
74.0
|
|
|
130.4
|
|
|
17.6
|
|
|
(56.4
|
)
|
|
112.8
|
|
|||||
Total
|
$
|
3,102.1
|
|
|
$
|
2,830.6
|
|
|
$
|
3,069.1
|
|
|
$
|
271.5
|
|
|
$
|
(238.5
|
)
|
Sales and Transportation (MMDth)
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
247.1
|
|
|
248.9
|
|
|
262.0
|
|
|
(1.8
|
)
|
|
(13.1
|
)
|
|||||
Commercial
|
169.3
|
|
|
165.6
|
|
|
171.5
|
|
|
3.7
|
|
|
(5.9
|
)
|
|||||
Industrial
|
517.5
|
|
|
517.7
|
|
|
522.7
|
|
|
(0.2
|
)
|
|
(5.0
|
)
|
|||||
Off-System
|
39.0
|
|
|
39.6
|
|
|
32.7
|
|
|
(0.6
|
)
|
|
6.9
|
|
|||||
Other
|
0.3
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.4
|
|
|
0.1
|
|
|||||
Total
|
973.2
|
|
|
971.7
|
|
|
988.7
|
|
|
1.5
|
|
|
(17.0
|
)
|
|||||
Heating Degree Days
|
4,927
|
|
|
5,148
|
|
|
5,459
|
|
|
(221
|
)
|
|
(311
|
)
|
|||||
Normal Heating Degree Days
|
5,610
|
|
|
5,642
|
|
|
5,610
|
|
|
(32
|
)
|
|
32
|
|
|||||
% Warmer than Normal
|
(12
|
)%
|
|
(9
|
)%
|
|
(3
|
)%
|
|
|
|
|
|
|
|||||
Gas Distribution Customers
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
3,168,516
|
|
|
3,141,736
|
|
|
3,113,337
|
|
|
26,780
|
|
|
28,399
|
|
|||||
Commercial
|
280,362
|
|
|
279,556
|
|
|
277,239
|
|
|
806
|
|
|
2,317
|
|
|||||
Industrial
|
6,228
|
|
|
6,240
|
|
|
6,465
|
|
|
(12
|
)
|
|
(225
|
)
|
|||||
Other
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||
Total
|
3,455,110
|
|
|
3,427,532
|
|
|
3,397,041
|
|
|
27,578
|
|
|
30,491
|
|
•
|
New rates from base-rate proceedings and infrastructure replacement programs of $124.2 million.
|
•
|
Higher regulatory, tax and depreciation trackers, which are offset in expense, of $26.9 million.
|
•
|
The effects of increased customer growth of $10.3 million.
|
•
|
Higher revenues from increased industrial usage of $5.8 million.
|
•
|
Increased employee and administrative expenses of $62.2 million.
|
•
|
Higher outside service costs of $52.8 million due to IT service provider transition costs, increased spend on strategic initiatives to enhance safety, reliability and customer value and higher pipeline maintenance expenses.
|
•
|
Increased regulatory, tax and depreciation trackers, which are offset in net revenues, of $26.9 million.
|
•
|
Higher depreciation of $15.2 million due to increased capital expenditures placed in service.
|
•
|
Increased property taxes of $8.1 million due to higher capital expenditures placed in service and an accrual adjustment recorded in 2016.
|
•
|
Higher environmental costs of $4.7 million.
|
•
|
Increased materials and supplies expenses of $3.4 million from maintenance-related activities.
|
•
|
New rates from base-rate proceedings and infrastructure replacement programs of $95.1 million.
|
•
|
The effects of increased customer count of $9.6 million.
|
•
|
Lower regulatory, tax and depreciation trackers, which are offset in expense, of $52.8 million.
|
•
|
The effects of warmer weather of $12.4 million.
|
•
|
Decreased commercial, industrial and residential usage of $8.8 million.
|
•
|
Lower forfeited discount and late payment collections of $3.9 million.
|
•
|
Increased employee and administrative expenses of $26.1 million.
|
•
|
Higher depreciation of $19.8 million due to increased capital expenditures placed in service.
|
•
|
Increased outside service costs of $13.4 million.
|
•
|
Higher rental expense of $2.6 million.
|
•
|
Lower regulatory, tax and depreciation trackers, which are offset in net revenues, of $52.8 million.
|
•
|
Decreased gross receipts taxes of $2.8 million.
|
Year Ended December 31
, (in millions
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Operating Income
|
$
|
364.8
|
|
|
$
|
291.4
|
|
|
$
|
264.4
|
|
|
$
|
73.4
|
|
|
$
|
27.0
|
|
Year Ended December 31,
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,786.5
|
|
|
$
|
1,661.6
|
|
|
$
|
1,574.4
|
|
|
$
|
124.9
|
|
|
$
|
87.2
|
|
Less: Cost of sales (excluding depreciation and amortization)
|
513.9
|
|
|
495.0
|
|
|
488.4
|
|
|
18.9
|
|
|
6.6
|
|
|||||
Net Revenues
|
1,272.6
|
|
|
1,166.6
|
|
|
1,086.0
|
|
|
106.0
|
|
|
80.6
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
568.2
|
|
|
538.8
|
|
|
490.1
|
|
|
29.4
|
|
|
48.7
|
|
|||||
Depreciation and amortization
|
277.8
|
|
|
274.5
|
|
|
267.7
|
|
|
3.3
|
|
|
6.8
|
|
|||||
Loss on sale of assets and impairments, net
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|||||
Other taxes
|
59.9
|
|
|
61.9
|
|
|
63.8
|
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|||||
Total Operating Expenses
|
907.8
|
|
|
875.2
|
|
|
821.6
|
|
|
32.6
|
|
|
53.6
|
|
|||||
Operating Income
|
$
|
364.8
|
|
|
$
|
291.4
|
|
|
$
|
264.4
|
|
|
$
|
73.4
|
|
|
$
|
27.0
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
476.9
|
|
|
$
|
457.4
|
|
|
$
|
427.1
|
|
|
$
|
19.5
|
|
|
$
|
30.3
|
|
Commercial
|
501.2
|
|
|
456.6
|
|
|
445.4
|
|
|
44.6
|
|
|
11.2
|
|
|||||
Industrial
|
698.1
|
|
|
631.6
|
|
|
646.3
|
|
|
66.5
|
|
|
(14.7
|
)
|
|||||
Wholesale
|
11.6
|
|
|
11.6
|
|
|
16.4
|
|
|
—
|
|
|
(4.8
|
)
|
|||||
Other
|
98.7
|
|
|
104.4
|
|
|
39.2
|
|
|
(5.7
|
)
|
|
65.2
|
|
|||||
Total
|
$
|
1,786.5
|
|
|
$
|
1,661.6
|
|
|
$
|
1,574.4
|
|
|
$
|
124.9
|
|
|
$
|
87.2
|
|
Sales (Gigawatt Hours)
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
3,301.7
|
|
|
3,514.8
|
|
|
3,309.9
|
|
|
(213.1
|
)
|
|
204.9
|
|
|||||
Commercial
|
3,793.5
|
|
|
3,878.7
|
|
|
3,866.8
|
|
|
(85.2
|
)
|
|
11.9
|
|
|||||
Industrial
|
9,469.7
|
|
|
9,281.8
|
|
|
9,249.1
|
|
|
187.9
|
|
|
32.7
|
|
|||||
Wholesale
|
32.5
|
|
|
19.0
|
|
|
194.8
|
|
|
13.5
|
|
|
(175.8
|
)
|
|||||
Other
|
128.2
|
|
|
136.9
|
|
|
137.7
|
|
|
(8.7
|
)
|
|
(0.8
|
)
|
|||||
Total
|
16,725.6
|
|
|
16,831.2
|
|
|
16,758.3
|
|
|
(105.6
|
)
|
|
72.9
|
|
|||||
Cooling Degree Days
|
837
|
|
|
988
|
|
|
762
|
|
|
(151
|
)
|
|
226
|
|
|||||
Normal Cooling Degree Days
|
806
|
|
|
806
|
|
|
806
|
|
|
—
|
|
|
—
|
|
|||||
% Warmer (Cooler) than Normal
|
4
|
%
|
|
23
|
%
|
|
(5
|
)%
|
|
|
|
|
|
|
|||||
Electric Customers
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
409,401
|
|
|
407,268
|
|
|
404,889
|
|
|
2,133
|
|
|
2,379
|
|
|||||
Commercial
|
56,134
|
|
|
55,605
|
|
|
55,053
|
|
|
529
|
|
|
552
|
|
|||||
Industrial
|
2,305
|
|
|
2,313
|
|
|
2,343
|
|
|
(8
|
)
|
|
(30
|
)
|
|||||
Wholesale
|
739
|
|
|
744
|
|
|
743
|
|
|
(5
|
)
|
|
1
|
|
|||||
Other
|
2
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
(4
|
)
|
|||||
Total
|
468,581
|
|
|
465,932
|
|
|
463,034
|
|
|
2,649
|
|
|
2,898
|
|
•
|
New rates from base-rate proceedings of $63.6 million.
|
•
|
Increased rates from incremental capital spend on electric transmission projects of $24.2 million.
|
•
|
Higher regulatory and depreciation trackers, which are offset in expense, of $18.0 million.
|
•
|
New rates from infrastructure replacement programs of $6.0 million.
|
•
|
The effects of increased customer count of $3.4 million.
|
•
|
The effects of cooler weather of $16.1 million.
|
•
|
Higher outside service costs of $20.1 million, primarily due to increased spend on strategic initiatives to enhance safety, reliability and customer value, generation-related maintenance, IT service provider transition costs and vegetation management activities.
|
•
|
Increased regulatory and depreciation trackers, which are offset in net revenues, of $18.0 million.
|
•
|
Higher employee and administrative expenses of $11.9 million.
|
•
|
Increased depreciation of $5.6 million due to higher capital expenditures placed in service.
|
•
|
Higher materials and supplies expenses of $4.5 million driven by generation-related maintenance.
|
•
|
Plant retirement costs of $22.1 million in 2016.
|
•
|
Decreased amortization of regulatory assets of $10.8 million.
|
•
|
New rates from base-rate proceedings of $36.3 million.
|
•
|
Increased regulatory and depreciation trackers, which are offset in expense, of $30.2 million.
|
•
|
Increased rates from incremental capital spend on electric transmission projects of $17.8 million.
|
•
|
The effects of warmer weather of $15.6 million.
|
•
|
The absence of regulatory-deferred MISO cost amortization of $10.2 million.
|
•
|
Increased fuel handling costs of $7.8 million.
|
•
|
Increased regulatory and depreciation trackers, which are offset in net revenues, of $30.2 million.
|
•
|
Higher outside service costs of $24.4 million, primarily due to generation-related maintenance.
|
•
|
Plant retirement costs of $22.1 million.
|
•
|
Lower environmental costs of $10.7 million.
|
•
|
Decreased amortization expense of $9.6 million.
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Gas Distribution Operations
|
|
|
|
|
|
||||||
System Growth and Tracker
|
$
|
909.2
|
|
|
$
|
835.0
|
|
|
$
|
729.6
|
|
Maintenance
|
216.4
|
|
|
219.4
|
|
|
187.4
|
|
|||
Total Gas Distribution Operations
|
1,125.6
|
|
|
1,054.4
|
|
|
917.0
|
|
|||
Electric Operations
|
|
|
|
|
|
||||||
System Growth and Tracker
|
435.3
|
|
|
314.1
|
|
|
274.8
|
|
|||
Maintenance
|
157.1
|
|
|
106.5
|
|
|
125.5
|
|
|||
Total Electric Operations
|
592.4
|
|
|
420.6
|
|
|
400.3
|
|
|||
Corporate and Other Operations - Maintenance
|
35.8
|
|
|
15.4
|
|
|
50.2
|
|
|||
Total
(1)
|
$
|
1,753.8
|
|
|
$
|
1,490.4
|
|
|
$
|
1,367.5
|
|
Year Ended December 31,
(in millions)
|
2017
|
2016
|
||||
Current Liquidity
|
|
|
||||
Revolving Credit Facility
|
$
|
1,850.0
|
|
$
|
1,850.0
|
|
Accounts Receivable Program
(1)
|
336.7
|
|
310.0
|
|
||
Less:
|
|
|
||||
Drawn on Revolving Credit Facility
|
—
|
|
—
|
|
||
Commercial Paper
|
869.0
|
|
1,178.0
|
|
||
Accounts Receivable Program Utilized
|
336.7
|
|
310.0
|
|
||
Letters of Credit Outstanding Under Credit Facility
|
11.1
|
|
14.7
|
|
||
Add:
|
|
|
||||
Cash and Cash Equivalents
|
29.0
|
|
26.4
|
|
||
Net Available Liquidity
|
$
|
998.9
|
|
$
|
683.7
|
|
|
S&P
|
Moody's
|
Fitch
|
|||
|
Rating
|
Outlook
|
Rating
|
Outlook
|
Rating
|
Outlook
|
NiSource
|
BBB+
|
Stable
|
Baa2
|
Stable
|
BBB
|
Stable
|
NIPSCO
|
BBB+
|
Stable
|
Baa1
|
Stable
|
BBB
|
Stable
|
Columbia of Massachusetts
|
BBB+
|
Stable
|
Baa2
|
Stable
|
Not rated
|
Not rated
|
Commercial Paper
|
A-2
|
Stable
|
P-2
|
Stable
|
F3
|
Stable
|
(in millions)
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After
|
||||||||||||||
Long-term debt
(1)
|
$
|
7,714.9
|
|
|
$
|
275.1
|
|
|
$
|
296.1
|
|
|
$
|
325.1
|
|
|
$
|
63.6
|
|
|
$
|
710.0
|
|
|
$
|
6,045.0
|
|
Capital leases
(2)
|
254.4
|
|
|
18.1
|
|
|
15.7
|
|
|
15.4
|
|
|
15.5
|
|
|
15.5
|
|
|
174.2
|
|
|||||||
Interest payments on long-term debt
|
6,701.2
|
|
|
364.4
|
|
|
344.4
|
|
|
334.6
|
|
|
316.8
|
|
|
307.7
|
|
|
5,033.3
|
|
|||||||
Operating leases
(3)
|
57.2
|
|
|
13.8
|
|
|
10.2
|
|
|
7.3
|
|
|
6.2
|
|
|
4.4
|
|
|
15.3
|
|
|||||||
Energy commodity contracts
|
216.7
|
|
|
102.5
|
|
|
57.3
|
|
|
56.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Service obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pipeline service obligations
|
2,649.9
|
|
|
538.9
|
|
|
520.5
|
|
|
390.7
|
|
|
344.7
|
|
|
331.0
|
|
|
524.1
|
|
|||||||
IT service obligations
|
311.5
|
|
|
88.3
|
|
|
71.5
|
|
|
63.5
|
|
|
50.7
|
|
|
37.5
|
|
|
—
|
|
|||||||
Other service obligations
|
178.2
|
|
|
48.3
|
|
|
43.3
|
|
|
43.3
|
|
|
43.3
|
|
|
—
|
|
|
—
|
|
|||||||
Other liabilities
|
28.7
|
|
|
28.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
18,112.7
|
|
|
$
|
1,478.1
|
|
|
$
|
1,359.0
|
|
|
$
|
1,236.8
|
|
|
$
|
840.8
|
|
|
$
|
1,406.1
|
|
|
$
|
11,791.9
|
|
|
Impact on December 31, 2017 Projected Benefit Obligation Increase/(Decrease)
|
||||||
Change in Assumptions
(in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
+50 basis points change in discount rate
|
$
|
(94.8
|
)
|
|
$
|
(28.7
|
)
|
-50 basis points change in discount rate
|
103.0
|
|
|
31.5
|
|
||
+50 basis points change in health care trend rates
|
|
|
14.9
|
|
|||
-50 basis points change in health care trend rates
|
|
|
(12.9
|
)
|
|||
|
|
|
|
||||
|
Impact on 2017 Expense Increase/(Decrease)
(1)
|
||||||
Change in Assumptions
(in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
+50 basis points change in discount rate
|
$
|
(2.3
|
)
|
|
$
|
(0.7
|
)
|
-50 basis points change in discount rate
|
2.5
|
|
|
0.6
|
|
||
+50 basis points change in expected long-term rate of return on plan assets
|
(8.5
|
)
|
|
(1.1
|
)
|
||
-50 basis points change in expected long-term rate of return on plan assets
|
8.5
|
|
|
1.1
|
|
||
+50 basis points change in health care trend rates
|
|
|
0.5
|
|
|||
-50 basis points change in health care trend rates
|
|
|
(0.5
|
)
|
Index
|
Page
|
Year Ended December 31
, (in millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Gas Distribution
|
$
|
2,063.2
|
|
|
$
|
1,850.9
|
|
|
$
|
2,081.9
|
|
Gas Transportation
|
1,021.5
|
|
|
964.6
|
|
|
969.8
|
|
|||
Electric
|
1,785.5
|
|
|
1,660.8
|
|
|
1,572.9
|
|
|||
Other
|
4.4
|
|
|
16.2
|
|
|
27.2
|
|
|||
Total Operating Revenues
|
4,874.6
|
|
|
4,492.5
|
|
|
4,651.8
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Cost of Sales (excluding depreciation and amortization)
|
1,518.7
|
|
|
1,390.2
|
|
|
1,643.7
|
|
|||
Operation and maintenance
|
1,612.3
|
|
|
1,453.7
|
|
|
1,426.1
|
|
|||
Depreciation and amortization
|
570.3
|
|
|
547.1
|
|
|
524.4
|
|
|||
(Gain) Loss on sale of assets and impairments, net
|
5.5
|
|
|
(1.0
|
)
|
|
1.6
|
|
|||
Other taxes
|
257.2
|
|
|
244.3
|
|
|
256.1
|
|
|||
Total Operating Expenses
|
3,964.0
|
|
|
3,634.3
|
|
|
3,851.9
|
|
|||
Operating Income
|
910.6
|
|
|
858.2
|
|
|
799.9
|
|
|||
Other Income (Deductions)
|
|
|
|
|
|
||||||
Interest expense, net
|
(353.2
|
)
|
|
(349.5
|
)
|
|
(380.2
|
)
|
|||
Other, net
|
(2.8
|
)
|
|
1.5
|
|
|
17.4
|
|
|||
Loss on early extinguishment of long-term debt
|
(111.5
|
)
|
|
—
|
|
|
(97.2
|
)
|
|||
Total Other Deductions
|
(467.5
|
)
|
|
(348.0
|
)
|
|
(460.0
|
)
|
|||
Income from Continuing Operations before Income Taxes
|
443.1
|
|
|
510.2
|
|
|
339.9
|
|
|||
Income Taxes
|
314.5
|
|
|
182.1
|
|
|
141.3
|
|
|||
Income from Continuing Operations
|
128.6
|
|
|
328.1
|
|
|
198.6
|
|
|||
Income (Loss) from Discontinued Operations - net of taxes
|
(0.1
|
)
|
|
3.4
|
|
|
103.5
|
|
|||
Net Income
|
$
|
128.5
|
|
|
$
|
331.5
|
|
|
$
|
302.1
|
|
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
15.6
|
|
|||
Net Income attributable to NiSource
|
$
|
128.5
|
|
|
$
|
331.5
|
|
|
$
|
286.5
|
|
Amounts attributable to NiSource:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
128.6
|
|
|
$
|
328.1
|
|
|
$
|
198.6
|
|
Income (Loss) from discontinued operations
|
(0.1
|
)
|
|
3.4
|
|
|
87.9
|
|
|||
Net Income attributable to NiSource
|
$
|
128.5
|
|
|
$
|
331.5
|
|
|
$
|
286.5
|
|
Basic Earnings Per Share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.39
|
|
|
$
|
1.02
|
|
|
$
|
0.63
|
|
Discontinued operations
|
—
|
|
|
0.01
|
|
|
0.27
|
|
|||
Basic Earnings Per Share
|
$
|
0.39
|
|
|
$
|
1.03
|
|
|
$
|
0.90
|
|
Diluted Earnings Per Share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.39
|
|
|
$
|
1.01
|
|
|
$
|
0.63
|
|
Discontinued operations
|
—
|
|
|
0.01
|
|
|
0.27
|
|
|||
Diluted Earnings Per Share
|
$
|
0.39
|
|
|
$
|
1.02
|
|
|
$
|
0.90
|
|
Basic Average Common Shares Outstanding
|
329.4
|
|
|
321.8
|
|
|
317.7
|
|
|||
Diluted Average Common Shares
|
330.8
|
|
|
323.5
|
|
|
319.8
|
|
Year Ended December 31,
(in millions, net of taxes)
|
2017
|
|
2016
|
|
2015
|
||||||
Net Income
|
$
|
128.5
|
|
|
$
|
331.5
|
|
|
$
|
302.1
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on available-for-sale securities
(1)
|
0.8
|
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|||
Net unrealized gain (loss) on cash flow hedges
(2)
|
(22.5
|
)
|
|
8.6
|
|
|
(7.8
|
)
|
|||
Unrecognized pension and OPEB benefit (costs)
(3)
|
3.4
|
|
|
1.5
|
|
|
(2.4
|
)
|
|||
Total other comprehensive income (loss)
|
(18.3
|
)
|
|
10.0
|
|
|
(11.0
|
)
|
|||
Total Comprehensive Income
|
$
|
110.2
|
|
|
$
|
341.5
|
|
|
$
|
291.1
|
|
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
15.6
|
|
|||
Comprehensive Income attributable to NiSource
|
$
|
110.2
|
|
|
$
|
341.5
|
|
|
$
|
275.5
|
|
(in millions)
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Utility plant
|
$
|
21,026.6
|
|
|
$
|
19,368.0
|
|
Accumulated depreciation and amortization
|
(6,953.6
|
)
|
|
(6,613.7
|
)
|
||
Net utility plant
|
14,073.0
|
|
|
12,754.3
|
|
||
Other property, at cost, less accumulated depreciation
|
286.5
|
|
|
313.7
|
|
||
Net Property, Plant and Equipment
|
14,359.5
|
|
|
13,068.0
|
|
||
Investments and Other Assets
|
|
|
|
||||
Unconsolidated affiliates
|
5.5
|
|
|
6.6
|
|
||
Other investments
|
204.1
|
|
|
193.3
|
|
||
Total Investments and Other Assets
|
209.6
|
|
|
199.9
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
29.0
|
|
|
26.4
|
|
||
Restricted cash
|
9.4
|
|
|
9.6
|
|
||
Accounts receivable (less reserve of $18.3 and $23.3, respectively)
|
898.9
|
|
|
847.0
|
|
||
Gas inventory
|
285.1
|
|
|
279.9
|
|
||
Materials and supplies, at average cost
|
105.9
|
|
|
101.7
|
|
||
Electric production fuel, at average cost
|
80.1
|
|
|
112.8
|
|
||
Exchange gas receivable
|
45.8
|
|
|
5.4
|
|
||
Regulatory assets
|
176.3
|
|
|
248.7
|
|
||
Prepayments and other
|
132.8
|
|
|
130.6
|
|
||
Total Current Assets
|
1,763.3
|
|
|
1,762.1
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
1,624.9
|
|
|
1,636.7
|
|
||
Goodwill
|
1,690.7
|
|
|
1,690.7
|
|
||
Intangible assets
|
231.7
|
|
|
242.7
|
|
||
Deferred charges and other
|
82.0
|
|
|
91.8
|
|
||
Total Other Assets
|
3,629.3
|
|
|
3,661.9
|
|
||
Total Assets
|
$
|
19,961.7
|
|
|
$
|
18,691.9
|
|
(in millions, except share amounts)
|
December 31, 2017
|
|
December 31, 2016
|
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Common Stockholders’ Equity
|
|
|
|
||||
Common stock - $0.01 par value, 400,000,000 shares authorized; 337,015,806 and 323,159,672 shares outstanding, respectively
|
$
|
3.4
|
|
|
$
|
3.3
|
|
Treasury stock
|
(95.9
|
)
|
|
(88.7
|
)
|
||
Additional paid-in capital
|
5,529.1
|
|
|
5,153.9
|
|
||
Retained deficit
|
(1,073.1
|
)
|
|
(972.2
|
)
|
||
Accumulated other comprehensive loss
|
(43.4
|
)
|
|
(25.1
|
)
|
||
Total Common Stockholders’ Equity
|
4,320.1
|
|
|
4,071.2
|
|
||
Long-term debt, excluding amounts due within one year
|
7,512.2
|
|
|
6,058.2
|
|
||
Total Capitalization
|
11,832.3
|
|
|
10,129.4
|
|
||
Current Liabilities
|
|
|
|
||||
Current portion of long-term debt
|
284.3
|
|
|
363.1
|
|
||
Short-term borrowings
|
1,205.7
|
|
|
1,488.0
|
|
||
Accounts payable
|
625.6
|
|
|
539.4
|
|
||
Customer deposits and credits
|
262.6
|
|
|
264.1
|
|
||
Taxes accrued
|
208.1
|
|
|
195.4
|
|
||
Interest accrued
|
112.3
|
|
|
120.3
|
|
||
Risk management liabilities
|
43.2
|
|
|
16.8
|
|
||
Exchange gas payable
|
59.6
|
|
|
83.7
|
|
||
Regulatory liabilities
|
58.7
|
|
|
116.7
|
|
||
Legal and environmental
|
32.1
|
|
|
37.4
|
|
||
Accrued compensation and employee benefits
|
195.4
|
|
|
161.4
|
|
||
Other accruals
|
90.8
|
|
|
65.9
|
|
||
Total Current Liabilities
|
3,178.4
|
|
|
3,452.2
|
|
||
Other Liabilities
|
|
|
|
||||
Risk management liabilities
|
28.5
|
|
|
44.5
|
|
||
Deferred income taxes
|
1,292.9
|
|
|
2,528.0
|
|
||
Deferred investment tax credits
|
12.4
|
|
|
13.4
|
|
||
Accrued insurance liabilities
|
80.1
|
|
|
82.8
|
|
||
Accrued liability for postretirement and postemployment benefits
|
337.1
|
|
|
713.4
|
|
||
Regulatory liabilities
|
2,736.9
|
|
|
1,265.1
|
|
||
Asset retirement obligations
|
268.7
|
|
|
262.6
|
|
||
Other noncurrent liabilities
|
194.4
|
|
|
200.5
|
|
||
Total Other Liabilities
|
4,951.0
|
|
|
5,110.3
|
|
||
Commitments and Contingencies (Refer to Note 18, "Other Commitments and Contingencies")
|
—
|
|
|
—
|
|
||
Total Capitalization and Liabilities
|
$
|
19,961.7
|
|
|
$
|
18,691.9
|
|
Year Ended December 31, (in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
128.5
|
|
|
$
|
331.5
|
|
|
$
|
302.1
|
|
Adjustments to Reconcile Net Income to Net Cash from Continuing Operations:
|
|
|
|
|
|
||||||
Loss on early extinguishment of debt
|
111.5
|
|
|
—
|
|
|
97.2
|
|
|||
Depreciation and amortization
|
570.3
|
|
|
547.1
|
|
|
524.4
|
|
|||
Deferred income taxes and investment tax credits
|
306.7
|
|
|
182.3
|
|
|
135.3
|
|
|||
Stock compensation expense and 401(k) profit sharing contribution
|
40.1
|
|
|
46.5
|
|
|
50.7
|
|
|||
(Income) loss from discontinued operations - net of taxes
|
0.1
|
|
|
(3.4
|
)
|
|
(103.5
|
)
|
|||
Amortization of discount/premium on debt
|
7.4
|
|
|
7.6
|
|
|
8.7
|
|
|||
AFUDC equity
|
(12.6
|
)
|
|
(11.6
|
)
|
|
(11.5
|
)
|
|||
Other adjustments
|
6.5
|
|
|
(3.8
|
)
|
|
13.1
|
|
|||
Changes in Assets and Liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(52.3
|
)
|
|
(188.0
|
)
|
|
262.2
|
|
|||
Inventories
|
19.0
|
|
|
38.9
|
|
|
46.9
|
|
|||
Accounts payable
|
49.0
|
|
|
108.8
|
|
|
(190.5
|
)
|
|||
Customer deposits and credits
|
(2.5
|
)
|
|
(52.3
|
)
|
|
35.5
|
|
|||
Taxes accrued
|
10.2
|
|
|
12.1
|
|
|
8.7
|
|
|||
Interest accrued
|
(33.9
|
)
|
|
(8.7
|
)
|
|
(11.6
|
)
|
|||
Exchange gas receivable/payable
|
(64.5
|
)
|
|
36.9
|
|
|
(31.7
|
)
|
|||
Other accruals
|
31.8
|
|
|
(6.0
|
)
|
|
(55.1
|
)
|
|||
Prepayments and other current assets
|
(13.3
|
)
|
|
(0.4
|
)
|
|
0.1
|
|
|||
Regulatory assets/liabilities
|
57.5
|
|
|
(187.9
|
)
|
|
82.0
|
|
|||
Postretirement and postemployment benefits
|
(380.9
|
)
|
|
(44.8
|
)
|
|
25.6
|
|
|||
Deferred charges and other noncurrent assets
|
(2.0
|
)
|
|
(1.2
|
)
|
|
5.2
|
|
|||
Other noncurrent liabilities
|
(34.5
|
)
|
|
0.5
|
|
|
(30.4
|
)
|
|||
Net Operating Activities from Continuing Operations
|
742.1
|
|
|
804.1
|
|
|
1,163.4
|
|
|||
Net Operating Activities from (used for) Discontinued Operations
|
0.1
|
|
|
(0.8
|
)
|
|
293.4
|
|
|||
Net Cash Flows from Operating Activities
|
742.2
|
|
|
803.3
|
|
|
1,456.8
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,695.8
|
)
|
|
(1,475.2
|
)
|
|
(1,360.7
|
)
|
|||
Cash contributions from CPG
|
—
|
|
|
—
|
|
|
3,798.2
|
|
|||
Cost of removal
|
(109.0
|
)
|
|
(110.1
|
)
|
|
(79.2
|
)
|
|||
Purchases of available-for-sale securities
|
(168.4
|
)
|
|
(38.3
|
)
|
|
(54.9
|
)
|
|||
Sales of available-for-sale securities
|
163.1
|
|
|
33.0
|
|
|
58.4
|
|
|||
Other investing activities
|
1.6
|
|
|
(12.4
|
)
|
|
18.0
|
|
|||
Net Investing Activities from (used for) Continuing Operations
|
(1,808.5
|
)
|
|
(1,603.0
|
)
|
|
2,379.8
|
|
|||
Net Investing Activities used for Discontinued Operations
|
—
|
|
|
—
|
|
|
(430.1
|
)
|
|||
Net Cash Flows from (used for) Investing Activities
|
(1,808.5
|
)
|
|
(1,603.0
|
)
|
|
1,949.7
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Cash of CPG at Separation
|
—
|
|
|
—
|
|
|
(136.8
|
)
|
|||
Issuance of long-term debt
|
3,250.0
|
|
|
500.0
|
|
|
—
|
|
|||
Repayments of long-term debt and capital lease obligations
|
(1,855.0
|
)
|
|
(434.6
|
)
|
|
(2,092.2
|
)
|
|||
Premiums and other debt related costs
|
(144.3
|
)
|
|
(3.7
|
)
|
|
(93.5
|
)
|
|||
Change in short-term borrowings, net
|
(282.4
|
)
|
|
920.6
|
|
|
(936.4
|
)
|
|||
Issuance of common stock
|
336.7
|
|
|
23.1
|
|
|
22.5
|
|
|||
Acquisition of treasury stock
|
(7.2
|
)
|
|
(9.4
|
)
|
|
(20.4
|
)
|
|||
Dividends paid - common stock
|
(229.1
|
)
|
|
(205.5
|
)
|
|
(263.4
|
)
|
|||
Net Financing Activities from (used for) Continuing Operations
|
1,068.7
|
|
|
790.5
|
|
|
(3,520.2
|
)
|
|||
Net Financing Activities from Discontinued Operations
|
—
|
|
|
—
|
|
|
108.6
|
|
|||
Net Cash Flows from (used for) Financing Activities
|
1,068.7
|
|
|
790.5
|
|
|
(3,411.6
|
)
|
|||
Change in cash, cash equivalents and restricted cash from (used for) continuing operations
|
2.3
|
|
|
(8.4
|
)
|
|
23.0
|
|
|||
Change in cash, cash equivalents and restricted cash from (used for) discontinued operations
|
0.1
|
|
|
(0.8
|
)
|
|
(28.1
|
)
|
|||
Change in cash included in discontinued operations
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
36.0
|
|
|
45.2
|
|
|
49.8
|
|
|||
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
38.4
|
|
|
$
|
36.0
|
|
|
$
|
45.2
|
|
(in millions)
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated
Other
Comprehensive
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 (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
286.5
|
|
|
—
|
|
|
286.5
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|
(11.0
|
)
|
||||||
Allocation of AOCI to noncontrolling interest
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
||||||
Sale of interest in Columbia OpCo to CPPL
(1)(2)
|
—
|
|
|
—
|
|
|
227.1
|
|
|
—
|
|
|
—
|
|
|
227.1
|
|
||||||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock ($0.83 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(263.5
|
)
|
|
—
|
|
|
(263.5
|
)
|
||||||
Distribution of CPG stock to shareholders (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,640.3
|
)
|
|
24.5
|
|
|
(2,615.8
|
)
|
||||||
Treasury stock acquired
|
—
|
|
|
(20.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.4
|
)
|
||||||
Stock issuances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||||
Long-term incentive plan
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||
401(k) and profit sharing
|
—
|
|
|
—
|
|
|
46.7
|
|
|
—
|
|
|
—
|
|
|
46.7
|
|
||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
||||||
Balance as of December 31, 2015
|
$
|
3.2
|
|
|
$
|
(79.3
|
)
|
|
$
|
5,078.0
|
|
|
$
|
(1,123.3
|
)
|
|
$
|
(35.1
|
)
|
|
$
|
3,843.5
|
|
Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
331.5
|
|
|
—
|
|
|
331.5
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
10.0
|
|
||||||
Common stock dividends ($0.64 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(205.7
|
)
|
|
—
|
|
|
(205.7
|
)
|
||||||
Treasury stock acquired
|
—
|
|
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
25.3
|
|
|
—
|
|
|
25.3
|
|
||||||
Stock issuances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
||||||
Long-term incentive plan
|
—
|
|
|
—
|
|
|
20.9
|
|
|
—
|
|
|
—
|
|
|
20.9
|
|
||||||
401(k) and profit sharing
|
—
|
|
|
—
|
|
|
41.4
|
|
|
—
|
|
|
—
|
|
|
41.4
|
|
||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
||||||
Balance as of December 31, 2016
|
$
|
3.3
|
|
|
$
|
(88.7
|
)
|
|
$
|
5,153.9
|
|
|
$
|
(972.2
|
)
|
|
$
|
(25.1
|
)
|
|
$
|
4,071.2
|
|
(in millions)
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained Deficit
|
|
Accumulated
Other Comprehensive Loss |
|
Total
|
||||||||||||
Balance as of December 31, 2016
|
$
|
3.3
|
|
|
$
|
(88.7
|
)
|
|
$
|
5,153.9
|
|
|
$
|
(972.2
|
)
|
|
$
|
(25.1
|
)
|
|
$
|
4,071.2
|
|
Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
128.5
|
|
|
—
|
|
|
128.5
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.3
|
)
|
|
(18.3
|
)
|
||||||
Common stock dividends ($0.70 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(229.4
|
)
|
|
—
|
|
|
(229.4
|
)
|
||||||
Treasury stock acquired
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
||||||
Stock issuances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||||
Long-term incentive plan
|
—
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
||||||
401(k) and profit sharing
|
—
|
|
|
—
|
|
|
34.3
|
|
|
—
|
|
|
—
|
|
|
34.3
|
|
||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
||||||
ATM program
|
0.1
|
|
|
—
|
|
|
314.6
|
|
|
—
|
|
|
—
|
|
|
314.7
|
|
||||||
Balance as of December 31, 2017
|
$
|
3.4
|
|
|
$
|
(95.9
|
)
|
|
$
|
5,529.1
|
|
|
$
|
(1,073.1
|
)
|
|
$
|
(43.4
|
)
|
|
$
|
4,320.1
|
|
Shares
(in thousands)
|
Common
Shares
|
|
Treasury
Shares
|
|
Outstanding
Shares
|
|||
Balance as of January 1, 2015
|
318,636
|
|
|
(2,599
|
)
|
|
316,037
|
|
Treasury stock acquired
|
|
|
(472
|
)
|
|
(472
|
)
|
|
Issued:
|
|
|
|
|
|
|||
Employee stock purchase plan
|
203
|
|
|
—
|
|
|
203
|
|
Long-term incentive plan
|
1,423
|
|
|
—
|
|
|
1,423
|
|
401(k) and profit sharing plan
|
1,644
|
|
|
—
|
|
|
1,644
|
|
Dividend reinvestment plan
|
275
|
|
|
—
|
|
|
275
|
|
Balance as of December 31, 2015
|
322,181
|
|
|
(3,071
|
)
|
|
319,110
|
|
Treasury stock acquired
|
|
|
(433
|
)
|
|
(433
|
)
|
|
Issued:
|
|
|
|
|
|
|||
Employee stock purchase plan
|
201
|
|
|
—
|
|
|
201
|
|
Long-term incentive plan
|
2,103
|
|
|
—
|
|
|
2,103
|
|
401(k) and profit sharing plan
|
1,793
|
|
|
—
|
|
|
1,793
|
|
Dividend reinvestment plan
|
386
|
|
|
—
|
|
|
386
|
|
Balance as of December 31, 2016
|
326,664
|
|
|
(3,504
|
)
|
|
323,160
|
|
Treasury stock acquired
|
|
|
(293
|
)
|
|
(293
|
)
|
|
Issued:
|
|
|
|
|
|
|||
Employee stock purchase plan
|
207
|
|
|
—
|
|
|
207
|
|
Long-term incentive plan
|
351
|
|
|
—
|
|
|
351
|
|
401(k) and profit sharing plan
|
1,396
|
|
|
—
|
|
|
1,396
|
|
Dividend reinvestment plan
|
264
|
|
|
—
|
|
|
264
|
|
ATM program
|
11,931
|
|
|
—
|
|
|
11,931
|
|
Balance as of December 31, 2017
|
340,813
|
|
|
(3,797
|
)
|
|
337,016
|
|
1.
|
Nature of Operations and Summary of Significant Accounting Policies
|
2.
|
Recent Accounting Pronouncements
|
Standard
|
Description
|
Effective Date
|
Effect on the financial statements or other significant matters
|
ASU 2016-13,
Financial Instruments-Credit Losses (Topic 326)
|
The pronouncement changes the impairment model for most financial assets, replacing the current "incurred loss" model. ASU 2016-13 will require the use of an "expected loss" model for instruments measured at amortized cost and will also require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount.
|
Annual periods beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for annual or interim periods beginning after December 15, 2018.
|
NiSource is currently evaluating the impact of adoption, if any, on the Consolidated Financial Statements and Notes to Consolidated Financial Statements.
|
Standard
|
Description
|
Effective Date
|
Effect on the financial statements or other significant matters
|
ASU 2018-01,
Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842
|
The pronouncement offers a practical expedient for accounting for land easements under ASU 2016-02. This practical expedient allows an entity the option of not evaluating existing land easements under ASC 842. New or modified land easements will still require evaluation under ASC 842 on a prospective basis beginning on the date of adoption.
|
Annual periods beginning after December 15, 2018, including interim periods therein. Early adoption is permitted.
|
NiSource has formed an internal stakeholder group that meets periodically to share information and gather data related to leasing activity at NiSource. This includes compiling a list of all contracts that could meet the definition of a lease under the new standard and evaluating the accounting for these contracts under the new standard to determine the ultimate impact the new standard will have on NiSource’s financial statements. Also, this procedure has identified process improvements to ensure data from newly initiated leases is captured to comply with the new standard. This work included the assistance of a third-party advisory firm. NiSource maintains a substantial number of easements and expects ASU 2018-01 will ease the process of implementation of ASC 842. NiSource plans to adopt these standards effective January 1, 2019.
|
ASU 2016-02,
Leases (Topic 842)
|
The pronouncement introduces a lessee model that brings most leases on the balance sheet. The standard requires that lessees recognize the following for all leases (with the exception of short-term leases, as that term is defined in the standard) at the lease commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
|
||
ASU 2018-02,
Income Statement-Reporting
Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated
Other Comprehensive Income
|
The pronouncement permits entities the option to reclassify tax effects that are stranded in accumulated other comprehensive income as a result of the implementation of the TCJA to retained earnings.
|
Annual periods beginning after December 15, 2018, including interim periods therein. Early adoption is permitted for interim periods beginning after December 15, 2017.
|
NiSource is currently evaluating the
impact of adoption on the
Consolidated Financial Statements and
Notes to Consolidated Financial
Statements.
|
Standard
|
Adoption
|
ASU 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to accounting for Hedging Activities
|
NiSource elected to adopt this ASU effective September 30, 2017. As a result, NiSource is no longer required to separately measure and report hedge ineffectiveness. The guidance also eases the requirements related to ongoing hedge effectiveness assessments at NiSource. The adoption of this standard did not have a material impact on the Consolidated Financial Statements or Notes to Consolidated Financial Statements.
|
|
Year Ended
|
||||||||||
|
December 31, 2015
|
||||||||||
(in millions)
|
Columbia Pipeline Group Operations
|
|
Corporate and Other
|
|
Total
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Transportation and storage
|
$
|
561.4
|
|
|
$
|
—
|
|
|
$
|
561.4
|
|
Other
|
94.3
|
|
|
—
|
|
|
94.3
|
|
|||
Total Operating Revenues
|
655.7
|
|
|
—
|
|
|
655.7
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization)
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Operation and maintenance
|
375.8
|
|
(1)
|
—
|
|
|
375.8
|
|
|||
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
|
466.8
|
|
|
—
|
|
|
466.8
|
|
|||
Equity Earnings in Unconsolidated Affiliates
|
29.1
|
|
|
—
|
|
|
29.1
|
|
|||
Operating Income from Discontinued Operations
|
218.0
|
|
|
—
|
|
|
218.0
|
|
|||
Other Income (Deductions)
|
|
|
|
|
|
||||||
Interest expense, net
|
(37.1
|
)
|
|
—
|
|
|
(37.1
|
)
|
|||
Other, net
|
7.8
|
|
|
0.4
|
|
|
8.2
|
|
|||
Total Other Income (Deductions)
|
(29.3
|
)
|
|
0.4
|
|
|
(28.9
|
)
|
|||
Income from Discontinued Operations before Income Taxes
|
188.7
|
|
|
0.4
|
|
|
189.1
|
|
|||
Income Taxes
|
84.7
|
|
|
0.9
|
|
|
85.6
|
|
|||
Income (Loss) from Discontinued Operations - net of taxes
|
$
|
104.0
|
|
|
$
|
(0.5
|
)
|
|
$
|
103.5
|
|
Year Ended December 31,
(in thousands)
|
2017
|
|
2016
|
|
2015
|
|||
Denominator
|
|
|
|
|
|
|||
Basic average common shares outstanding
|
329,388
|
|
|
321,805
|
|
|
317,746
|
|
Dilutive potential common shares:
|
|
|
|
|
|
|||
Shares contingently issuable under employee stock plans
|
547
|
|
|
165
|
|
|
—
|
|
Shares restricted under stock plans
|
821
|
|
|
1,554
|
|
|
2,090
|
|
Diluted Average Common Shares
|
330,756
|
|
|
323,524
|
|
|
319,836
|
|
At December 31,
(in millions)
|
2017
|
|
2016
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Gas Distribution Utility
(1)
|
$
|
12,531.0
|
|
|
$
|
11,556.6
|
|
Electric Utility
(1)
|
7,403.8
|
|
|
7,043.3
|
|
||
Corporate
|
141.3
|
|
|
105.0
|
|
||
Construction Work in Process
|
950.5
|
|
|
663.1
|
|
||
Non-Utility and Other
(2)
|
623.3
|
|
|
681.7
|
|
||
Total Property, Plant and Equipment
|
$
|
21,649.9
|
|
|
$
|
20,049.7
|
|
Accumulated Depreciation and Amortization
|
|
|
|
||||
Gas Distribution Utility
(1)
|
$
|
(3,227.8
|
)
|
|
$
|
(3,119.2
|
)
|
Electric Utility
(1)
|
(3,673.2
|
)
|
|
(3,442.0
|
)
|
||
Corporate
|
(52.6
|
)
|
|
(52.5
|
)
|
||
Non-Utility and Other
(2)
|
(336.8
|
)
|
|
(368.0
|
)
|
||
Total Accumulated Depreciation and Amortization
|
$
|
(7,290.4
|
)
|
|
$
|
(6,981.7
|
)
|
Net Property, Plant and Equipment
|
$
|
14,359.5
|
|
|
$
|
13,068.0
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Electric Operations
|
3.4
|
%
|
|
3.3
|
%
|
|
3.1
|
%
|
Gas Distribution Operations
|
2.1
|
%
|
|
2.1
|
%
|
|
2.0
|
%
|
6.
|
Goodwill and Other Intangible Assets
|
(in millions)
|
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Corporate and Other
|
|
Total
|
||||||||
Goodwill
|
|
$
|
1,690.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,690.7
|
|
7.
|
Asset Retirement Obligations
|
(in millions)
|
2017
|
|
2016
|
|
||||
Beginning Balance
|
$
|
262.6
|
|
|
$
|
254.0
|
|
|
Accretion recorded as a regulatory asset/liability
|
10.3
|
|
|
9.2
|
|
|
||
Additions
|
2.4
|
|
|
—
|
|
|
||
Settlements
|
(15.6
|
)
|
|
(7.5
|
)
|
|
||
Change in estimated cash flows
|
9.0
|
|
(1)
|
6.9
|
|
(2)
|
||
Ending Balance
|
$
|
268.7
|
|
|
$
|
262.6
|
|
|
8.
|
Regulatory Matters
|
At December 31,
(in millions)
|
2017
|
|
2016
|
||||
Regulatory Assets
|
|
|
|
||||
Unrecognized pension and other postretirement benefit costs (see Note 11)
|
$
|
733.5
|
|
|
$
|
847.5
|
|
Deferred pension and other postretirement benefit costs (see Note 11)
|
70.7
|
|
|
59.6
|
|
||
Environmental costs (see Note 18-D)
|
63.4
|
|
|
62.6
|
|
||
Regulatory effects of accounting for income taxes (see Note 1-O and Note 10)
|
238.8
|
|
|
238.4
|
|
||
Underrecovered gas and fuel costs (see Note 1-K)
|
25.5
|
|
|
73.5
|
|
||
Depreciation
|
181.0
|
|
|
187.1
|
|
||
Post-in-service carrying charges
|
173.3
|
|
|
142.0
|
|
||
Safety activity costs
|
66.5
|
|
|
41.5
|
|
||
DSM programs
|
40.0
|
|
|
48.4
|
|
||
Other
|
208.5
|
|
|
184.8
|
|
||
Total Regulatory Assets
|
$
|
1,801.2
|
|
|
$
|
1,885.4
|
|
At December 31,
(in millions)
|
2017
|
|
2016
|
||||
Regulatory Liabilities
|
|
|
|
||||
Overrecovered gas and fuel costs (see Note 1-K)
|
$
|
27.6
|
|
|
$
|
54.8
|
|
Cost of removal (see Note 7)
|
1,096.8
|
|
|
1,174.5
|
|
||
Regulatory effects of accounting for income taxes (see Note 1-O and Note 10)
|
1,563.4
|
|
|
30.0
|
|
||
Deferred pension and other postretirement benefit costs (see Note 11)
|
59.0
|
|
|
41.2
|
|
||
Other
|
48.8
|
|
|
81.3
|
|
||
Total Regulatory Liabilities
|
$
|
2,795.6
|
|
|
$
|
1,381.8
|
|
•
|
Columbia of Ohio depreciation rates
. Prior to 2005, the PUCO-approved depreciation rates for ratemaking had been lower than those which would have been utilized if Columbia of Ohio were not subject to regulation resulting in the creation of a regulatory asset. In 2005, the PUCO authorized Columbia of Ohio to revise its depreciation accrual rates for the period beginning January 1, 2005. The revised depreciation rates are now higher than those which would have been utilized if Columbia of Ohio were not subject to regulation allowing for amortization of the previously created regulatory asset. The amount of depreciation that would have been recorded from 2005 through
2017
had Columbia of Ohio not been subject to rate regulation is a cumulative
$719.7 million
,
$82.3 million
less than that reflected in rates. The resulting regulatory asset balance was
$49.3 million
and
$57.6 million
as of
December 31, 2017
and
2016
, respectively.
|
•
|
Columbia of Ohio IRP and CEP.
Columbia of Ohio also has PUCO approval to defer depreciation and debt-based post-in-service carrying charges (see "
Post-in-service carrying charges"
below) associated with its IRP and CEP. As of
December 31, 2017
, depreciation of
$26.5 million
and
$49.8 million
was deferred for the respective programs. Depreciation deferral balances for the respective programs as of December 31, 2016 were $
23.4 million
and $
31.8 million
. Recovery of the IRP depreciation is approved annually through the IRP rider. The equivalent of annual depreciation expense, based on the average life of the related assets, is included in the calculation of the IRP rider approved by the PUCO and billed to customers. Deferred depreciation expense is recognized as the IRP rider is billed to customers. The recovery mechanism for depreciation associated with the CEP will be addressed in a separate rate proceeding as discussed below.
|
•
|
NIPSCO EERM.
NIPSCO obtained approval from the IURC to recover certain environmental related costs including operation and maintenance and depreciation expense once the environmental facilities become operational. Recovery of these costs will continue until such assets are included in rate base through an electric base rate case. The EERM deferred charges represent expenses that will be recovered from customers through an annual EERM Cost Tracker (ECT) which authorizes the collection of deferred balances over a six month period. Depreciation of $
13.9 million
and $
40.7 million
was deferred to a regulatory asset as of December 31, 2017 and 2016, respectively.
|
•
|
NIPSCO TDSIC.
NIPSCO obtained approval from the IURC to recover costs for certain system modernization projects outside of a base rate proceeding. Eighty percent of the related costs, including depreciation, property taxes, and debt and equity based carrying charges (see
Post-in-service carrying charges
below) are recovered through a semi-annual recovery mechanism. Recovery of these costs will continue until such assets are included in rate base through a gas or electric base rate case, respectively. The remaining twenty percent of the costs are deferred until the next base rate case. As of
December 31, 2017
and 2016, depreciation of $
10.3 million
and $
5.5 million
, respectively, was deferred as a regulatory asset.
|
•
|
Columbia of Ohio IRP and CEP.
See description of IRP and CEP programs above under the heading "
Depreciation
." As of December 31, 2017 and 2016, Columbia of Ohio had deferred PISCC of $
164.6 million
and $
134.9 million
, respectively.
|
•
|
NIPSCO TDSIC.
See description of TDSIC program above under the heading "
Depreciation
." Deferral of equity-based carrying charges for the TDSIC program is allowed, however such amounts are not reflected in regulatory asset balances for financial reporting as equity-based returns do not meet the definition of incurred costs under ASC 980. As of December 31, 2017 and 2016, NIPSCO had deferred PISCC of $
8.7 million
and $
7.1 million
, respectively.
|
9.
|
Risk Management Activities
|
December 31,
(in millions)
|
2017
|
|
2016
|
||||
Risk Management Assets - Current
(1)
|
|
|
|
||||
Interest rate risk programs
|
$
|
14.0
|
|
|
$
|
17.0
|
|
Commodity price risk programs
|
0.5
|
|
|
7.4
|
|
||
Total
|
$
|
14.5
|
|
|
$
|
24.4
|
|
Risk Management Assets - Noncurrent
(2)
|
|
|
|
||||
Interest rate risk programs
|
$
|
5.6
|
|
|
$
|
17.1
|
|
Commodity price risk programs
|
1.0
|
|
|
7.5
|
|
||
Total
|
$
|
6.6
|
|
|
$
|
24.6
|
|
Risk Management Liabilities - Current
|
|
|
|
||||
Interest rate risk programs
|
$
|
38.6
|
|
|
$
|
15.3
|
|
Commodity price risk programs
|
4.6
|
|
|
1.5
|
|
||
Total
|
$
|
43.2
|
|
|
$
|
16.8
|
|
Risk Management Liabilities - Noncurrent
|
|
|
|
||||
Interest rate risk programs
|
$
|
—
|
|
|
$
|
24.5
|
|
Commodity price risk programs
|
28.5
|
|
|
20.0
|
|
||
Total
|
$
|
28.5
|
|
|
$
|
44.5
|
|
10.
|
Income Taxes
|
Year Ended December 31,
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Income Taxes
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
7.8
|
|
|
(0.1
|
)
|
|
6.0
|
|
|||
Total Current
|
7.8
|
|
|
(0.1
|
)
|
|
6.0
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
302.7
|
|
|
165.6
|
|
|
124.1
|
|
|||
State
|
5.0
|
|
|
18.0
|
|
|
13.6
|
|
|||
Total Deferred
|
307.7
|
|
|
183.6
|
|
|
137.7
|
|
|||
Deferred Investment Credits
|
(1.0
|
)
|
|
(1.4
|
)
|
|
(2.4
|
)
|
|||
Income Taxes from Continuing Operations
|
$
|
314.5
|
|
|
$
|
182.1
|
|
|
$
|
141.3
|
|
Year Ended December 31,
(in millions)
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Book income from Continuing Operations before income taxes
|
$
|
443.1
|
|
|
|
|
$
|
510.2
|
|
|
|
|
$
|
339.9
|
|
|
|
|||
Tax expense at statutory Federal income tax rate
|
155.0
|
|
|
35.0
|
%
|
|
178.6
|
|
|
35.0
|
%
|
|
118.9
|
|
|
35.0
|
%
|
|||
Increases (reductions) in taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State income taxes, net of Federal income tax benefit
|
6.9
|
|
|
1.5
|
|
|
11.3
|
|
|
2.2
|
|
|
14.8
|
|
|
4.4
|
|
|||
Property and plant (including accelerated depreciation)
|
(2.4
|
)
|
|
(0.5
|
)
|
|
(1.5
|
)
|
|
(0.3
|
)
|
|
(1.6
|
)
|
|
(0.4
|
)
|
|||
Charitable contribution carryover
|
(1.2
|
)
|
|
(0.3
|
)
|
|
2.8
|
|
|
0.5
|
|
|
17.8
|
|
|
5.2
|
|
|||
Remeasurement due to TCJA
|
161.1
|
|
|
36.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Employee stock ownership plan dividends and other compensation
|
(6.5
|
)
|
|
(1.5
|
)
|
|
(9.5
|
)
|
|
(1.9
|
)
|
|
(2.9
|
)
|
|
(0.9
|
)
|
|||
Tax accrual adjustments and other, net
|
1.6
|
|
|
0.4
|
|
|
0.4
|
|
|
0.2
|
|
|
(5.7
|
)
|
|
(1.7
|
)
|
|||
Income Taxes from Continuing Operations
|
$
|
314.5
|
|
|
71.0
|
%
|
|
$
|
182.1
|
|
|
35.7
|
%
|
|
$
|
141.3
|
|
|
41.6
|
%
|
At December 31,
(in millions)
|
2017
|
|
2016
|
||||
Deferred tax liabilities
|
|
|
|
||||
Accelerated depreciation and other property-related differences
|
$
|
2,260.7
|
|
|
$
|
3,323.5
|
|
Unrecovered gas and fuel costs
|
—
|
|
|
25.9
|
|
||
Other regulatory assets
|
309.5
|
|
|
449.2
|
|
||
Total Deferred Tax Liabilities
|
2,570.2
|
|
|
3,798.6
|
|
||
Deferred tax assets
|
|
|
|
||||
Other regulatory liabilities including impact of TCJA
|
406.0
|
|
|
93.1
|
|
||
Pension and other postretirement/postemployment benefits
|
136.7
|
|
|
261.7
|
|
||
Net operating loss carryforward and Alternative Minimum Tax credit carryforward
|
576.0
|
|
|
646.2
|
|
||
Environmental liabilities
|
24.0
|
|
|
47.0
|
|
||
Other accrued liabilities
|
37.2
|
|
|
45.5
|
|
||
Other, net
|
97.4
|
|
|
177.1
|
|
||
Total Deferred Tax Assets
|
1,277.3
|
|
|
1,270.6
|
|
||
Net Deferred Tax Liabilities
|
$
|
1,292.9
|
|
|
$
|
2,528.0
|
|
11.
|
Pension and Other Postretirement Benefits
|
|
Defined Benefit Pension Plan
|
|
Postretirement Benefit Plan
|
||||
Asset Category
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
Domestic Equities
|
16%
|
|
36%
|
|
0%
|
|
55%
|
International Equities
|
8%
|
|
18%
|
|
0%
|
|
25%
|
Fixed Income
|
39%
|
|
51%
|
|
20%
|
|
100%
|
Diversified Credit
|
0%
|
|
13%
|
|
0%
|
|
0%
|
Real Estate
|
0%
|
|
13%
|
|
0%
|
|
0%
|
Short-Term Investments
|
0%
|
|
10%
|
|
0%
|
|
10%
|
|
Defined Benefit Pension Plan
|
|
Postretirement Benefit Plan
|
||||
Asset Category
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
Domestic Equities
|
25%
|
|
45%
|
|
35%
|
|
55%
|
International Equities
|
15%
|
|
25%
|
|
15%
|
|
25%
|
Fixed Income
|
23%
|
|
37%
|
|
20%
|
|
50%
|
Real Estate/Private Equity/Hedge Funds
|
0%
|
|
15%
|
|
0%
|
|
0%
|
Short-Term Investments
|
0%
|
|
10%
|
|
0%
|
|
10%
|
|
Defined Benefit
Pension Assets
|
|
December 31,
2017 |
|
Postretirement
Benefit Plan Assets |
|
December 31,
2017 |
||||||
Asset Class
(in millions)
|
Asset Value
|
|
% of Total Assets
|
|
Asset Value
|
|
% of Total Assets
|
||||||
Domestic Equities
|
$
|
698.2
|
|
|
32.3
|
%
|
|
$
|
96.0
|
|
|
36.6
|
%
|
International Equities
|
351.0
|
|
|
16.2
|
%
|
|
39.8
|
|
|
15.2
|
%
|
||
Fixed Income
|
977.6
|
|
|
45.3
|
%
|
|
117.5
|
|
|
44.8
|
%
|
||
Real Estate
|
49.9
|
|
|
2.3
|
%
|
|
—
|
|
|
—
|
|
||
Cash/Other
|
83.3
|
|
|
3.9
|
%
|
|
9.2
|
|
|
3.4
|
%
|
||
Total
|
$
|
2,160.0
|
|
|
100.0
|
%
|
|
$
|
262.5
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
|
Defined Benefit Pension Assets
|
|
December 31,
2016 |
|
Postretirement Benefit Plan Assets
|
|
December 31,
2016 |
||||||
Asset Class
(in millions)
|
Asset Value
|
|
% of Total Assets
|
|
Asset Value
|
|
% of Total Assets
|
||||||
Domestic Equities
|
$
|
755.2
|
|
|
43.1
|
%
|
|
$
|
97.9
|
|
|
42.3
|
%
|
International Equities
|
339.9
|
|
|
19.4
|
%
|
|
41.8
|
|
|
18.0
|
%
|
||
Fixed Income
|
565.8
|
|
|
32.3
|
%
|
|
87.0
|
|
|
37.6
|
%
|
||
Real Estate/Private Equity/Hedge Funds
|
74.8
|
|
|
4.3
|
%
|
|
—
|
|
|
—
|
|
||
Cash/Other
|
15.2
|
|
|
0.9
|
%
|
|
4.7
|
|
|
2.1
|
%
|
||
Total
|
$
|
1,750.9
|
|
|
100.0
|
%
|
|
$
|
231.4
|
|
|
100.0
|
%
|
(in millions)
|
December 31,
2017 |
|
Quoted Prices in Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Pension plan assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
9.7
|
|
|
$
|
9.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
||||||||
U.S. equities
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|
||||||||
Government
|
143.4
|
|
|
—
|
|
|
143.4
|
|
|
—
|
|
||||
Corporate
|
332.6
|
|
|
—
|
|
|
332.6
|
|
|
—
|
|
||||
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy
|
231.5
|
|
|
231.5
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
85.8
|
|
|
85.8
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
242.3
|
|
|
242.3
|
|
|
—
|
|
|
—
|
|
||||
Private equity limited partnerships
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy
(1)
|
26.7
|
|
|
—
|
|
|
—
|
|
|
26.7
|
|
||||
International multi-strategy
(2)
|
19.1
|
|
|
—
|
|
|
—
|
|
|
19.1
|
|
||||
Distressed opportunities
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
||||
Real estate
|
49.9
|
|
|
—
|
|
|
—
|
|
|
49.9
|
|
||||
Commingled funds
(3)
|
|
|
|
|
|
|
|
||||||||
Short-term money markets
|
34.1
|
|
|
|
|
|
|
|
|||||||
U.S. equities
|
466.6
|
|
|
|
|
|
|
|
|||||||
International equities
|
265.1
|
|
|
|
|
|
|
|
|||||||
Fixed income
|
244.9
|
|
|
|
|
|
|
|
|||||||
Pension plan assets subtotal
|
2,155.2
|
|
|
569.6
|
|
|
476.0
|
|
|
98.9
|
|
||||
Other postretirement benefit plan assets:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
|
|
|
|
|
|
|
||||||||
U.S. equities
|
83.8
|
|
|
83.8
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
39.8
|
|
|
39.8
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
117.3
|
|
|
117.3
|
|
|
—
|
|
|
—
|
|
||||
Commingled funds
(3)
|
|
|
|
|
|
|
|
||||||||
Short-term money markets
|
9.4
|
|
|
|
|
|
|
|
|||||||
U.S. equities
|
12.2
|
|
|
|
|
|
|
|
|||||||
Other postretirement benefit plan assets subtotal
|
262.5
|
|
|
240.9
|
|
|
—
|
|
|
—
|
|
||||
Due to brokers, net
(4)
|
(2.5
|
)
|
|
|
|
|
|
|
|||||||
Accrued income/dividends
|
7.3
|
|
|
|
|
|
|
|
|||||||
Total pension and other postretirement benefit plan assets
|
$
|
2,422.5
|
|
|
$
|
810.5
|
|
|
$
|
476.0
|
|
|
$
|
98.9
|
|
|
Balance at
January 1,
2017
|
|
Total gains or
losses (unrealized
/ realized)
|
|
Purchases
|
|
(Sales)
|
|
Balance at
December 31, 2017
|
||||||||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Other fixed income
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private equity limited partnerships
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. multi-strategy
|
34.8
|
|
|
2.1
|
|
|
0.9
|
|
|
(11.1
|
)
|
|
26.7
|
|
|||||
International multi-strategy
|
24.9
|
|
|
1.1
|
|
|
0.1
|
|
|
(7.0
|
)
|
|
19.1
|
|
|||||
Distressed opportunities
|
4.1
|
|
|
0.4
|
|
|
—
|
|
|
(1.3
|
)
|
|
3.2
|
|
|||||
Real estate
|
9.2
|
|
|
(0.6
|
)
|
|
42.1
|
|
|
(0.8
|
)
|
|
49.9
|
|
|||||
Total
|
$
|
73.1
|
|
|
$
|
2.9
|
|
|
$
|
43.1
|
|
|
$
|
(20.2
|
)
|
|
$
|
98.9
|
|
(in millions)
|
Fair Value
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||
Commingled Funds
|
|
|
|
|
|
||
Short-term money markets
|
$
|
43.5
|
|
|
Daily
|
|
1 day
|
U.S. equities
|
478.8
|
|
|
Monthly
|
|
3 days
|
|
International equities
|
265.1
|
|
|
Monthly
|
|
10-30 days
|
|
Fixed income
|
244.9
|
|
|
Monthly
|
|
3 days
|
|
Total
|
$
|
1,032.3
|
|
|
|
|
|
(in millions)
|
December 31,
2016 |
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Pension plan assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
1.9
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities
|
|
|
|
|
|
|
|
||||||||
Government
|
42.2
|
|
|
—
|
|
|
42.2
|
|
|
—
|
|
||||
Corporate
|
104.1
|
|
|
—
|
|
|
104.1
|
|
|
—
|
|
||||
Other fixed income
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy
|
283.2
|
|
|
283.2
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
116.6
|
|
|
116.6
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
135.6
|
|
|
135.6
|
|
|
—
|
|
|
—
|
|
||||
Private equity limited partnerships
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy
(1)
|
34.8
|
|
|
—
|
|
|
—
|
|
|
34.8
|
|
||||
International multi-strategy
(2)
|
24.9
|
|
|
—
|
|
|
—
|
|
|
24.9
|
|
||||
Distressed opportunities
|
4.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||
Real Estate
|
9.2
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
||||
Commingled funds
(3)
|
|
|
|
|
|
|
|
||||||||
Short-term money markets
|
16.6
|
|
|
|
|
|
|
|
|||||||
U.S. equities
|
472.0
|
|
|
|
|
|
|
|
|||||||
International equities
|
223.2
|
|
|
|
|
|
|
|
|||||||
Fixed income
|
280.7
|
|
|
|
|
|
|
|
|||||||
Pension plan assets subtotal
|
1,749.2
|
|
|
537.3
|
|
|
146.3
|
|
|
73.1
|
|
||||
Other postretirement benefit plan assets:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
|
|
|
|
|
|
|
||||||||
U.S. equities
|
85.4
|
|
|
85.4
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
41.8
|
|
|
41.8
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
86.8
|
|
|
86.8
|
|
|
—
|
|
|
—
|
|
||||
Commingled funds
(3)
|
|
|
|
|
|
|
|
||||||||
Short-term money markets
|
9.5
|
|
|
|
|
|
|
|
|||||||
U.S. equities
|
12.5
|
|
|
|
|
|
|
|
|||||||
Other postretirement benefit plan assets subtotal
|
236.0
|
|
|
214.0
|
|
|
—
|
|
|
—
|
|
||||
Due to brokers, net
(4)
|
(5.0
|
)
|
|
|
|
|
|
|
|||||||
Receivables/payables
|
2.1
|
|
|
|
|
|
|
|
|||||||
Total pension and other postretirement benefit plan assets
|
$
|
1,982.3
|
|
|
$
|
751.3
|
|
|
$
|
146.3
|
|
|
$
|
73.1
|
|
|
Balance at
January 1,
2016
|
|
Total gains or
losses (unrealized
/ realized)
|
|
Purchases
|
|
(Sales)
|
|
Balance at
December 31,
2016
|
||||||||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Other fixed income
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Private equity limited partnerships
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. multi-strategy
|
46.4
|
|
|
2.1
|
|
|
0.8
|
|
|
(14.5
|
)
|
|
34.8
|
|
|||||
International multi-strategy
|
29.3
|
|
|
2.0
|
|
|
1.0
|
|
|
(7.4
|
)
|
|
24.9
|
|
|||||
Distress opportunities
|
5.9
|
|
|
(0.4
|
)
|
|
0.1
|
|
|
(1.5
|
)
|
|
4.1
|
|
|||||
Real estate
|
13.6
|
|
|
0.1
|
|
|
0.1
|
|
|
(4.6
|
)
|
|
9.2
|
|
|||||
Total
|
$
|
95.3
|
|
|
$
|
3.8
|
|
|
$
|
2.0
|
|
|
$
|
(28.0
|
)
|
|
$
|
73.1
|
|
(in millions)
|
Fair Value
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||
Commingled Funds
|
|
|
|
|
|
||
Short-term money markets
|
$
|
26.1
|
|
|
Daily
|
|
1 day
|
U.S. equities
|
484.5
|
|
|
Monthly
|
|
3 days
|
|
International equities
|
223.2
|
|
|
Monthly
|
|
14-30 days
|
|
Fixed income
|
280.7
|
|
|
Monthly
|
|
3 days
|
|
Total
|
$
|
1,014.5
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in projected benefit obligation
(1)
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
2,165.8
|
|
|
$
|
2,206.7
|
|
|
$
|
529.0
|
|
|
$
|
525.8
|
|
Service cost
|
30.0
|
|
|
30.7
|
|
|
4.8
|
|
|
5.0
|
|
||||
Interest cost
|
68.3
|
|
|
89.7
|
|
|
17.8
|
|
|
22.0
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
5.7
|
|
|
5.9
|
|
||||
Plan amendments
|
0.9
|
|
|
—
|
|
|
1.6
|
|
|
7.5
|
|
||||
Actuarial (gain) loss
|
98.3
|
|
|
(2.7
|
)
|
|
36.2
|
|
|
1.0
|
|
||||
Settlement loss
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(172.3
|
)
|
|
(158.6
|
)
|
|
(39.3
|
)
|
|
(38.9
|
)
|
||||
Estimated benefits paid by incurred subsidy
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.7
|
|
||||
Projected benefit obligation at end of year
|
$
|
2,192.6
|
|
|
$
|
2,165.8
|
|
|
$
|
556.3
|
|
|
$
|
529.0
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
1,750.9
|
|
|
$
|
1,747.1
|
|
|
$
|
231.4
|
|
|
$
|
225.9
|
|
Actual return on plan assets
|
299.1
|
|
|
159.1
|
|
|
33.1
|
|
|
13.0
|
|
||||
Employer contributions
|
282.3
|
|
|
3.3
|
|
|
31.6
|
|
|
25.5
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
5.7
|
|
|
5.9
|
|
||||
Benefits paid
|
(172.3
|
)
|
|
(158.6
|
)
|
|
(39.3
|
)
|
|
(38.9
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
2,160.0
|
|
|
$
|
1,750.9
|
|
|
$
|
262.5
|
|
|
$
|
231.4
|
|
Funded Status at end of year
|
$
|
(32.6
|
)
|
|
$
|
(414.9
|
)
|
|
$
|
(293.8
|
)
|
|
$
|
(297.6
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
9.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Current liabilities
|
(2.8
|
)
|
|
(2.9
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||
Noncurrent liabilities
|
(39.6
|
)
|
|
(412.0
|
)
|
|
(293.1
|
)
|
|
(296.9
|
)
|
||||
Net amount recognized at end of year
(2)
|
$
|
(32.6
|
)
|
|
$
|
(414.9
|
)
|
|
$
|
(293.8
|
)
|
|
$
|
(297.6
|
)
|
Amounts recognized in accumulated other comprehensive income or regulatory asset/liability
(3)
|
|
|
|
|
|
|
|
||||||||
Unrecognized prior service credit
|
$
|
2.5
|
|
|
$
|
1.0
|
|
|
$
|
(23.1
|
)
|
|
$
|
(29.2
|
)
|
Unrecognized actuarial loss
|
692.9
|
|
|
835.5
|
|
|
84.2
|
|
|
68.3
|
|
||||
Net amount recognized at end of year
|
$
|
695.4
|
|
|
$
|
836.5
|
|
|
$
|
61.1
|
|
|
$
|
39.1
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Accumulated Benefit Obligation
|
$
|
1,502.5
|
|
|
$
|
2,148.9
|
|
Funded Status
|
|
|
|
||||
Projected Benefit Obligation
|
1,524.7
|
|
|
2,165.8
|
|
||
Fair Value of Plan Assets
|
1,482.3
|
|
|
1,750.9
|
|
||
Funded Status of Underfunded Pension Plans at End of Year
|
$
|
(42.4
|
)
|
|
$
|
(414.9
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Accumulated Benefit Obligation
|
$
|
667.9
|
|
|
$
|
—
|
|
Funded Status
|
|
|
|
||||
Projected Benefit Obligation
|
667.9
|
|
|
—
|
|
||
Fair Value of Plan Assets
|
677.7
|
|
|
—
|
|
||
Funded Status of Overfunded Pension Plans at End of Year
|
$
|
9.8
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted-average assumptions to Determine Benefit Obligation
|
|
|
|
|
|
|
|
||||
Discount Rate
|
3.58
|
%
|
|
4.03
|
%
|
|
3.67
|
%
|
|
4.12
|
%
|
Rate of Compensation Increases
|
4.00
|
%
|
|
4.00
|
%
|
|
—
|
|
|
—
|
|
Health Care Trend Rates
|
|
|
|
|
|
|
|
||||
Trend for Next Year
|
—
|
|
|
—
|
|
|
8.52
|
%
|
|
8.43
|
%
|
Ultimate Trend
|
—
|
|
|
—
|
|
|
4.50
|
%
|
|
4.50
|
%
|
Year Ultimate Trend Reached
|
—
|
|
|
—
|
|
|
2025
|
|
|
2024
|
|
(in millions)
|
1% point increase
|
|
1% point decrease
|
||||
Effect on service and interest components of net periodic cost
|
$
|
1.1
|
|
|
$
|
(0.9
|
)
|
Effect on accumulated postretirement benefit obligation
|
29.7
|
|
|
(25.9
|
)
|
(in millions)
|
Pension Benefits
|
|
Other
Postretirement Benefits |
|
Federal
Subsidy Receipts |
||||||
Year(s)
|
|
|
|
|
|
||||||
2018
|
$
|
176.2
|
|
|
$
|
34.3
|
|
|
$
|
0.5
|
|
2019
|
173.7
|
|
|
35.3
|
|
|
0.5
|
|
|||
2020
|
172.1
|
|
|
36.3
|
|
|
0.5
|
|
|||
2021
|
172.0
|
|
|
36.9
|
|
|
0.5
|
|
|||
2022
|
171.3
|
|
|
36.9
|
|
|
0.5
|
|
|||
2023-2027
|
784.7
|
|
|
178.9
|
|
|
1.9
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
30.0
|
|
|
$
|
30.7
|
|
|
$
|
34.8
|
|
|
$
|
4.8
|
|
|
$
|
5.0
|
|
|
$
|
6.4
|
|
Interest cost
|
68.3
|
|
|
89.7
|
|
|
95.9
|
|
|
17.8
|
|
|
22.0
|
|
|
24.9
|
|
||||||
Expected return on assets
|
(123.1
|
)
|
|
(132.9
|
)
|
|
(167.2
|
)
|
|
(15.9
|
)
|
|
(17.2
|
)
|
|
(28.2
|
)
|
||||||
Amortization of prior service cost (credit)
|
(0.7
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
|
(4.4
|
)
|
|
(4.9
|
)
|
|
(5.2
|
)
|
||||||
Recognized actuarial loss
|
52.9
|
|
|
61.2
|
|
|
59.3
|
|
|
3.0
|
|
|
3.1
|
|
|
3.4
|
|
||||||
Net Periodic Benefit Costs
|
27.4
|
|
|
48.5
|
|
|
22.9
|
|
|
5.3
|
|
|
8.0
|
|
|
1.3
|
|
||||||
Additional loss recognized due to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Settlement loss
|
13.7
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Net Periodic Benefits Cost
|
$
|
41.1
|
|
|
$
|
48.5
|
|
|
$
|
25.4
|
|
|
$
|
5.3
|
|
|
$
|
8.0
|
|
|
$
|
1.3
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average Assumptions to Determine Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate - service cost
(1)
|
4.40
|
%
|
|
4.24
|
%
|
|
3.81
|
%
|
|
4.58
|
%
|
|
4.33
|
%
|
|
3.94
|
%
|
Discount rate - interest cost
(1)
|
3.31
|
%
|
|
4.24
|
%
|
|
3.81
|
%
|
|
3.48
|
%
|
|
4.33
|
%
|
|
3.94
|
%
|
Expected Long-Term Rate of Return on Plan Assets
|
7.25
|
%
|
|
8.00
|
%
|
|
8.30
|
%
|
|
6.99
|
%
|
|
7.85
|
%
|
|
8.15
|
%
|
Rate of Compensation Increases
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Other Changes in Plan Assets and Projected Benefit Obligations Recognized in Other Comprehensive Income or Regulatory Asset or Liability
|
|
|
|
|
|
|
|
||||||||
Net prior service cost
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
7.5
|
|
Net actuarial loss (gain)
|
(76.1
|
)
|
|
(28.9
|
)
|
|
18.9
|
|
|
5.3
|
|
||||
Settlements
|
(13.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Less: amortization of prior service cost
|
0.7
|
|
|
0.2
|
|
|
4.4
|
|
|
4.9
|
|
||||
Less: amortization of net actuarial loss
|
(52.9
|
)
|
|
(61.2
|
)
|
|
(3.0
|
)
|
|
(3.1
|
)
|
||||
Total Recognized in Other Comprehensive Income or Regulatory Asset or Liability
|
$
|
(141.1
|
)
|
|
$
|
(89.9
|
)
|
|
$
|
21.9
|
|
|
$
|
14.6
|
|
Amount Recognized in Net Periodic Benefits Cost and Other Comprehensive Income or Regulatory Asset or Liability
|
$
|
(100.0
|
)
|
|
$
|
(41.4
|
)
|
|
$
|
27.2
|
|
|
$
|
22.6
|
|
12.
|
Common Stock
|
Year Ending December 31,
|
2017
|
|
2016
|
|
2015
|
||||
Number of shares issued
|
11,931,376
|
|
|
—
|
|
|
—
|
|
|
Average price per share
|
$
|
26.58
|
|
|
—
|
|
|
—
|
|
Proceeds, net of fees (
in millions)
|
$
|
314.7
|
|
|
—
|
|
|
—
|
|
13.
|
Share-Based Compensation
|
(shares)
|
Restricted Stock
Units
|
|
Weighted Average
Grant Date Fair
Value Per Unit ($)
|
||
Nonvested at December 31, 2016
|
1,642,030
|
|
|
12.05
|
|
Granted
|
10,983
|
|
|
22.87
|
|
Forfeited
|
(85,436
|
)
|
|
14.64
|
|
Vested
|
(869,451
|
)
|
|
9.33
|
|
Nonvested at December 31, 2017
|
698,126
|
|
|
15.09
|
|
(shares)
|
Performance
Awards
|
|
Weighted Average
Grant Date Fair
Value Per Unit ($)
|
||
Nonvested at December 31, 2016
|
647,305
|
|
|
19.50
|
|
Granted
|
660,750
|
|
|
19.50
|
|
Forfeited
|
(123,282
|
)
|
|
19.45
|
|
Vested
|
—
|
|
|
—
|
|
Nonvested at December 31, 2017
|
1,184,773
|
|
|
19.52
|
|
14.
|
Long-Term Debt
|
Long-term debt type
|
Maturity as of December 31, 2017
|
Weighted average interest rate (%)
|
|
Outstanding balance as of December 31,
(in millions)
|
|||||||
|
2017
|
|
2016
|
||||||||
Senior notes:
|
|
|
|
|
|
|
|||||
NiSource
|
September 2017
|
5.25
|
%
|
|
$
|
—
|
|
|
$
|
210.4
|
|
NiSource
|
March 2018
|
6.40
|
%
|
|
275.1
|
|
|
476.0
|
|
||
NiSource
|
January 2019
|
6.80
|
%
|
|
255.1
|
|
|
500.0
|
|
||
NiSource
|
March 2019
|
Variable
|
|
(1)
|
—
|
|
|
500.0
|
|
||
NiSource
|
September 2020
|
5.45
|
%
|
|
325.1
|
|
|
550.0
|
|
||
NiSource
|
December 2021
|
4.45
|
%
|
|
63.6
|
|
|
63.6
|
|
||
NiSource
|
March 2022
|
6.13
|
%
|
|
180.0
|
|
|
500.0
|
|
||
NiSource
|
November 2022
|
2.65
|
%
|
|
500.0
|
|
|
—
|
|
||
NiSource
|
February 2023
|
3.85
|
%
|
|
250.0
|
|
|
250.0
|
|
||
NiSource
|
November 2025
|
5.89
|
%
|
|
265.0
|
|
|
265.0
|
|
||
NiSource
|
May 2027
|
3.49
|
%
|
|
1,000.0
|
|
|
—
|
|
||
NiSource
|
December 2027
|
6.78
|
%
|
|
3.0
|
|
|
3.0
|
|
||
NiSource
|
December 2040
|
6.25
|
%
|
|
250.0
|
|
|
250.0
|
|
||
NiSource
|
June 2041
|
5.95
|
%
|
|
400.0
|
|
|
400.0
|
|
||
NiSource
|
February 2042
|
5.80
|
%
|
|
250.0
|
|
|
250.0
|
|
||
NiSource
|
February 2043
|
5.25
|
%
|
|
500.0
|
|
|
500.0
|
|
||
NiSource
|
February 2044
|
4.80
|
%
|
|
750.0
|
|
|
750.0
|
|
||
NiSource
|
February 2045
|
5.65
|
%
|
|
500.0
|
|
|
500.0
|
|
||
NiSource
|
May 2047
|
4.38
|
%
|
|
1,000.0
|
|
|
—
|
|
||
NiSource
|
March 2048
|
3.95
|
%
|
|
750.0
|
|
|
—
|
|
||
Total senior notes
|
|
|
|
$
|
7,516.9
|
|
|
$
|
5,968.0
|
|
|
Medium term notes:
|
|
|
|
|
|
|
|||||
NiSource
|
April 2022 to May 2027
|
7.99
|
%
|
|
$
|
49.0
|
|
|
$
|
106.0
|
|
NIPSCO
|
August 2022 to August 2027
|
7.61
|
%
|
|
68.0
|
|
|
95.5
|
|
||
Columbia of Massachusetts
|
December 2025 to February 2028
|
6.30
|
%
|
|
40.0
|
|
|
40.0
|
|
||
Total medium term notes
|
|
|
|
$
|
157.0
|
|
|
$
|
241.5
|
|
|
Capital leases:
|
|
|
|
|
|
|
|||||
NIPSCO
|
May 2018
|
3.95
|
%
|
|
$
|
3.8
|
|
|
$
|
12.7
|
|
NiSource Corporate Services
|
October 2019
|
3.26
|
%
|
|
1.4
|
|
|
3.5
|
|
||
Columbia of Ohio
|
October 2021 to June 2038
|
6.41
|
%
|
|
88.5
|
|
|
80.1
|
|
||
Columbia of Virginia
|
August 2024 to July 2029
|
12.21
|
%
|
|
5.2
|
|
|
5.5
|
|
||
Columbia of Kentucky
|
May 2027
|
3.79
|
%
|
|
0.4
|
|
|
—
|
|
||
Columbia of Pennsylvania
|
August 2027 to June 2036
|
5.45
|
%
|
|
31.0
|
|
|
31.9
|
|
||
Columbia of Massachusetts
|
December 2033 to July 2036
|
4.37
|
%
|
|
22.8
|
|
|
23.7
|
|
||
Total capital leases
|
|
|
|
153.1
|
|
|
157.4
|
|
|||
Pollution control bonds - NIPSCO
|
April 2019
|
5.85
|
%
|
|
41.0
|
|
|
96.0
|
|
||
Unamortized issuance costs and discounts
|
|
|
|
(71.5
|
)
|
|
$
|
(41.6
|
)
|
||
Total Long-Term Debt
|
|
|
|
$
|
7,796.5
|
|
|
$
|
6,421.3
|
|
•
|
On March 27, 2017, Capital Markets redeemed
$30.0 million
of
7.86%
and
$2.0 million
of
7.85%
medium-term notes at maturity.
|
•
|
On April 3, 2017, Capital Markets redeemed
$12.0 million
of
7.82%
,
$10.0 million
of
7.92%
,
$2.0 million
of
7.93%
and
$1.0 million
of
7.94%
medium-term notes at maturity.
|
•
|
On May 22, 2017, NiSource Finance closed its placement of
$2.0 billion
in aggregate principal amount of its senior notes, comprised of
$1.0 billion
of
3.49%
senior notes due 2027 and
$1.0 billion
of
4.375%
senior notes due 2047. Related to this placement, NiSource settled
$950.0 million
of aggregate notional value forward-starting interest rate swaps, originally entered into to mitigate interest risk associated with the planned issuance of these notes. Refer to Note
9
, "Risk Management Activities," for additional information.
|
•
|
During the second quarter of 2017, NiSource Finance executed a tender offer for
$990.7 million
of outstanding notes consisting of a combination of its
6.40%
notes due 2018,
6.80%
notes due 2019,
5.45%
notes due 2020, and
6.125%
notes due 2022. In conjunction with the debt retired, NiSource Finance recorded a
$111.5 million
loss on early extinguishment of long-term debt, primarily attributable to early redemption premiums.
|
•
|
On June 12, 2017, NIPSCO redeemed
$22.5 million
of
7.59%
medium-term notes at maturity.
|
•
|
On July 1, 2017, NIPSCO redeemed
$55.0 million
of
5.70%
pollution control bonds at maturity.
|
•
|
On August 4, 2017, NIPSCO redeemed
$5.0 million
of
7.02%
medium-term notes at maturity.
|
•
|
On September 14, 2017, NiSource Finance closed its placement of
$750.0 million
of
3.95%
senior notes due 2048. Related to this placement, NiSource settled
$750.0 million
of aggregate notional value treasury lock agreements, originally entered into to mitigate the interest risk associated with the planned issuance of these notes. Refer to Note
9
, "Risk Management Activities," for additional information.
|
•
|
On September 15, 2017, NiSource Finance redeemed
$210.4 million
of
5.25%
senior unsecured notes at maturity.
|
•
|
On November 17, 2017, NiSource Finance closed its placement of
$500.0 million
of
2.65%
senior notes due 2022 to repay a
$500.0 million
variable-rate term loan due March 29, 2019. Related to this placement, NiSource settled
$250.0 million
of aggregate notional value treasury lock agreements originally entered into to mitigate the interest risk associated with the planned issuance of these notes. Refer to Note
9
, “Risk Management Activities,” for additional information.
|
•
|
On March 15, 2016, NiSource Finance redeemed
$201.5 million
of
10.75%
senior unsecured notes at maturity.
|
•
|
On March 31, 2016, NiSource Finance entered into a
$500 million
term loan agreement with a syndicate of banks. The term loan matures March 29, 2019, at which point any and all outstanding borrowings under the agreement are due. Interest charged on borrowings depends on the variable rate structure elected by NiSource Finance at the time of each borrowing. The available variable rate structures from which NiSource Finance may choose are defined in the term loan agreement. As of December 31, 2016, NiSource Finance had
$500.0 million
of outstanding borrowings under the term loan agreement.
|
•
|
In June 2016, NiSource Finance entered into forward-starting interest rate swaps with an aggregate notional amount of
$500.0 million
to hedge the variability in cash flows attributable to changes in the benchmark interest rate during the period from the effective date of the swaps to the anticipated date of forecasted debt issuances, expected to take place by the end of 2018. The forward-starting interest rate swaps were designated as cash flow hedges at the time the agreements were executed, whereby any gain or loss recognized from the effective date of the swaps to the date the associated debt is issued for the effective portion of the hedge is recorded net of tax in AOCI and amortized as a component of interest expense over the life of the designated debt. If some portion of the hedges becomes ineffective, the associated gain or loss will be recognized in earnings.
|
•
|
On November 1, 2016, NIPSCO redeemed
$130.0 million
of
5.60%
pollution control bonds at maturity.
|
•
|
On November 28, 2016, NiSource Finance redeemed
$90.0 million
of
5.41%
senior unsecured notes at maturity.
|
|
|
15.
|
Short-Term Borrowings
|
At December 31,
(in millions)
|
2017
|
|
2016
|
||||
Commercial Paper weighted average interest rate of 1.97
%
and 1.24% at December 31, 2017 and 2016, respectively.
|
$
|
869.0
|
|
|
$
|
1,178.0
|
|
Accounts receivable securitization facility borrowings
|
336.7
|
|
|
310.0
|
|
||
Total Short-Term Borrowings
|
$
|
1,205.7
|
|
|
$
|
1,488.0
|
|
16.
|
Fair Value
|
Recurring Fair Value Measurements
December 31, 2017 (
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, 2017
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Risk management assets
|
$
|
—
|
|
|
$
|
21.1
|
|
|
$
|
—
|
|
|
$
|
21.1
|
|
Available-for-sale securities
|
—
|
|
|
133.9
|
|
|
—
|
|
|
133.9
|
|
||||
Total
|
$
|
—
|
|
|
$
|
155.0
|
|
|
$
|
—
|
|
|
$
|
155.0
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Risk management liabilities
|
$
|
—
|
|
|
$
|
71.4
|
|
|
$
|
0.3
|
|
|
$
|
71.7
|
|
Total
|
$
|
—
|
|
|
$
|
71.4
|
|
|
$
|
0.3
|
|
|
$
|
71.7
|
|
Recurring Fair Value Measurements
December 31, 2016 (
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, 2016
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Risk management assets
|
$
|
5.4
|
|
|
$
|
43.6
|
|
|
$
|
—
|
|
|
$
|
49.0
|
|
Available-for-sale securities
|
—
|
|
|
131.5
|
|
|
—
|
|
|
131.5
|
|
||||
Total
|
$
|
5.4
|
|
|
$
|
175.1
|
|
|
$
|
—
|
|
|
$
|
180.5
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Risk management liabilities
|
$
|
1.2
|
|
|
$
|
58.9
|
|
|
$
|
1.2
|
|
|
$
|
61.3
|
|
Total
|
$
|
1.2
|
|
|
$
|
58.9
|
|
|
$
|
1.2
|
|
|
$
|
61.3
|
|
December 31, 2017
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury debt securities
|
$
|
26.9
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
26.8
|
|
Corporate/Other debt securities
|
106.8
|
|
|
0.9
|
|
|
(0.6
|
)
|
|
107.1
|
|
||||
Total
|
$
|
133.7
|
|
|
$
|
0.9
|
|
|
$
|
(0.7
|
)
|
|
$
|
133.9
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury debt securities
|
$
|
35.0
|
|
|
$
|
0.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
34.5
|
|
Corporate/Other debt securities
|
98.7
|
|
|
0.3
|
|
|
(2.0
|
)
|
|
97.0
|
|
||||
Total
|
$
|
133.7
|
|
|
$
|
0.4
|
|
|
$
|
(2.6
|
)
|
|
$
|
131.5
|
|
At December 31,
(in millions)
|
Carrying
Amount
2017
|
|
Estimated
Fair Value
2017
|
|
Carrying
Amount
2016
|
|
Estimated
Fair Value
2016
|
||||||||
Long-term debt (including current portion)
|
$
|
7,796.5
|
|
|
$
|
8,603.4
|
|
|
$
|
6,421.3
|
|
|
$
|
7,064.1
|
|
17.
|
Transfers of Financial Assets
|
(in millions)
|
December 31,
2017 |
|
December 31,
2016 |
||||
Gross Receivables
|
$
|
635.3
|
|
|
$
|
618.3
|
|
Less: Receivables not transferred
|
298.6
|
|
|
308.3
|
|
||
Net receivables transferred
|
$
|
336.7
|
|
|
$
|
310.0
|
|
Short-term debt due to asset securitization
|
$
|
336.7
|
|
|
$
|
310.0
|
|
(in millions)
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After
|
|||||||||||||||
Long-term debt
(1)
|
$
|
7,714.9
|
|
|
$
|
275.1
|
|
296.1
|
|
$
|
296.1
|
|
|
$
|
325.1
|
|
|
$
|
63.6
|
|
|
$
|
710.0
|
|
|
$
|
6,045.0
|
|
Capital leases
(2)
|
254.4
|
|
|
18.1
|
|
|
15.7
|
|
|
15.4
|
|
|
15.5
|
|
|
15.5
|
|
|
174.2
|
|
||||||||
Interest payments on long-term debt
|
6,701.2
|
|
|
364.4
|
|
|
344.4
|
|
|
334.6
|
|
|
316.8
|
|
|
307.7
|
|
|
5,033.3
|
|
||||||||
Operating leases
(3)
|
57.2
|
|
|
13.8
|
|
|
10.2
|
|
|
7.3
|
|
|
6.2
|
|
|
4.4
|
|
|
15.3
|
|
||||||||
Energy commodity contracts
|
216.7
|
|
|
102.5
|
|
|
57.3
|
|
|
56.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Service obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pipeline service obligations
|
2,649.9
|
|
|
538.9
|
|
|
520.5
|
|
|
390.7
|
|
|
344.7
|
|
|
331.0
|
|
|
524.1
|
|
||||||||
IT service obligations
|
311.5
|
|
|
88.3
|
|
|
71.5
|
|
|
63.5
|
|
|
50.7
|
|
|
37.5
|
|
|
—
|
|
||||||||
Other service obligations
|
178.2
|
|
|
48.3
|
|
|
43.3
|
|
|
43.3
|
|
|
43.3
|
|
|
—
|
|
|
—
|
|
||||||||
Other liabilities
|
28.7
|
|
|
28.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total contractual obligations
|
$
|
18,112.7
|
|
|
$
|
1,478.1
|
|
|
$
|
1,359.0
|
|
|
$
|
1,236.8
|
|
|
$
|
840.8
|
|
|
$
|
1,406.1
|
|
|
$
|
11,791.9
|
|
(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 loss before reclassifications
|
(0.5
|
)
|
|
(11.0
|
)
|
|
(5.0
|
)
|
|
(16.5
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(0.3
|
)
|
|
3.2
|
|
|
2.6
|
|
|
5.5
|
|
||||
Net current-period other comprehensive loss
|
(0.8
|
)
|
|
(7.8
|
)
|
|
(2.4
|
)
|
|
(11.0
|
)
|
||||
Allocation of AOCI to noncontrolling interest
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
Distribution of CPG to shareholders (Refer to Note 3, "Discontinued Operations")
|
—
|
|
|
13.9
|
|
|
10.6
|
|
|
24.5
|
|
||||
Balance as of December 31, 2015
|
$
|
(0.5
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
(35.1
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
7.1
|
|
|
0.5
|
|
|
7.6
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(0.1
|
)
|
|
1.5
|
|
|
1.0
|
|
|
2.4
|
|
||||
Net current-period other comprehensive income (loss)
|
(0.1
|
)
|
|
8.6
|
|
|
1.5
|
|
|
10.0
|
|
||||
Balance as of December 31, 2016
|
$
|
(0.6
|
)
|
|
$
|
(6.9
|
)
|
|
$
|
(17.6
|
)
|
|
$
|
(25.1
|
)
|
Other comprehensive income (loss) before reclassifications
|
0.6
|
|
|
(24.2
|
)
|
|
1.9
|
|
|
(21.7
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
0.2
|
|
|
1.7
|
|
|
1.5
|
|
|
3.4
|
|
||||
Net current-period other comprehensive income (loss)
|
0.8
|
|
|
(22.5
|
)
|
|
3.4
|
|
|
(18.3
|
)
|
||||
Balance as of December 31, 2017
|
$
|
0.2
|
|
|
$
|
(29.4
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
(43.4
|
)
|
20.
|
Other, Net
|
Year Ended December 31,
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Interest Income
|
$
|
4.6
|
|
|
$
|
3.4
|
|
|
$
|
0.8
|
|
AFUDC Equity
|
12.6
|
|
|
11.6
|
|
|
11.5
|
|
|||
Charitable Contributions
|
(19.9
|
)
|
|
(4.5
|
)
|
|
(4.8
|
)
|
|||
Miscellaneous
(1)
|
(0.1
|
)
|
|
(9.0
|
)
|
|
9.9
|
|
|||
Total Other, net
|
$
|
(2.8
|
)
|
|
$
|
1.5
|
|
|
$
|
17.4
|
|
21.
|
Interest Expense, Net
|
Year Ended December 31,
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Interest on long-term debt
|
$
|
354.8
|
|
|
$
|
352.3
|
|
|
$
|
377.5
|
|
Interest on short-term borrowings
|
14.9
|
|
|
9.2
|
|
|
2.2
|
|
|||
Debt discount/cost amortization
|
7.2
|
|
|
7.6
|
|
|
8.7
|
|
|||
Accounts receivable securitization fees
|
2.5
|
|
|
2.3
|
|
|
2.5
|
|
|||
Allowance for borrowed funds used and interest capitalized during construction
|
(6.2
|
)
|
|
(5.6
|
)
|
|
(5.4
|
)
|
|||
Debt-based post-in-service carrying charges
|
(36.4
|
)
|
|
(35.1
|
)
|
|
(21.4
|
)
|
|||
Other
|
16.4
|
|
|
18.8
|
|
|
16.1
|
|
|||
Total Interest Expense, net
|
$
|
353.2
|
|
|
$
|
349.5
|
|
|
$
|
380.2
|
|
22.
|
Segments of Business
|
Year Ended December 31,
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Income (Loss)
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
545.6
|
|
|
$
|
574.0
|
|
|
$
|
555.8
|
|
Electric Operations
|
364.8
|
|
|
291.4
|
|
|
264.4
|
|
|||
Corporate and Other
|
0.2
|
|
|
(7.2
|
)
|
|
(20.3
|
)
|
|||
Consolidated Operating Income
|
$
|
910.6
|
|
|
$
|
858.2
|
|
|
$
|
799.9
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
269.3
|
|
|
$
|
252.9
|
|
|
$
|
232.6
|
|
Electric Operations
|
277.8
|
|
|
274.5
|
|
|
267.7
|
|
|||
Corporate and Other
|
23.2
|
|
|
19.7
|
|
|
24.1
|
|
|||
Consolidated Depreciation and Amortization
|
$
|
570.3
|
|
|
$
|
547.1
|
|
|
$
|
524.4
|
|
Assets
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
12,048.8
|
|
|
$
|
11,096.4
|
|
|
$
|
10,094.5
|
|
Electric Operations
|
5,478.6
|
|
|
5,233.3
|
|
|
5,265.3
|
|
|||
Corporate and Other
|
2,434.3
|
|
|
2,362.2
|
|
|
2,132.7
|
|
|||
Consolidated Assets
|
$
|
19,961.7
|
|
|
$
|
18,691.9
|
|
|
$
|
17,492.5
|
|
Capital Expenditures
(1)
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
1,125.6
|
|
|
$
|
1,054.4
|
|
|
$
|
917.0
|
|
Electric Operations
|
592.4
|
|
|
420.6
|
|
|
400.3
|
|
|||
Corporate and Other
|
35.8
|
|
|
15.4
|
|
|
50.2
|
|
|||
Consolidated Capital Expenditures
|
$
|
1,753.8
|
|
|
$
|
1,490.4
|
|
|
$
|
1,367.5
|
|
23.
|
Quarterly Financial Data (Unaudited)
|
(in millions, except per share data)
|
First
Quarter
|
|
Second
Quarter
(1)
|
|
Third
Quarter
|
|
Fourth
Quarter
(2)
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Operating Revenues
|
$
|
1,598.6
|
|
|
$
|
990.7
|
|
|
$
|
917.0
|
|
|
$
|
1,368.3
|
|
Operating Income
|
416.5
|
|
|
124.5
|
|
|
99.6
|
|
|
270.0
|
|
||||
Income (Loss) from Continuing Operations
|
211.3
|
|
|
(44.3
|
)
|
|
14.0
|
|
|
(52.4
|
)
|
||||
Loss from Discontinued Operations - net of taxes
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Net Income (Loss)
|
211.3
|
|
|
(44.4
|
)
|
|
14.0
|
|
|
(52.4
|
)
|
||||
Basic Earnings (Loss) Per Share
|
|
|
|
|
|
|
|
||||||||
Continuing Operations
|
0.65
|
|
|
(0.14
|
)
|
|
0.04
|
|
|
(0.16
|
)
|
||||
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic Earnings (Loss) Per Share
|
$
|
0.65
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.16
|
)
|
Diluted Earnings (Loss) Per Share
|
|
|
|
|
|
|
|
||||||||
Continuing Operations
|
0.65
|
|
|
(0.14
|
)
|
|
0.04
|
|
|
(0.16
|
)
|
||||
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted Earnings (Loss) Per Share
|
$
|
0.65
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.16
|
)
|
2016
|
|
|
|
|
|
|
|
||||||||
Operating Revenues
|
$
|
1,436.6
|
|
|
$
|
897.6
|
|
|
$
|
861.3
|
|
|
$
|
1,297.0
|
|
Operating Income
|
381.4
|
|
|
138.2
|
|
|
113.7
|
|
|
224.9
|
|
||||
Income from Continuing Operations
|
186.6
|
|
|
29.0
|
|
|
23.7
|
|
|
88.8
|
|
||||
Results from Discontinued Operations - net of taxes
|
—
|
|
|
(0.1
|
)
|
|
3.5
|
|
|
—
|
|
||||
Net Income
|
186.6
|
|
|
28.9
|
|
|
27.2
|
|
|
88.8
|
|
||||
Basic Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Continuing Operations
|
0.58
|
|
|
0.09
|
|
|
0.07
|
|
|
0.28
|
|
||||
Discontinued Operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Basic Earnings Per Share
|
$
|
0.58
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.28
|
|
Diluted Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Continuing Operations
|
0.58
|
|
|
0.09
|
|
|
0.07
|
|
|
0.27
|
|
||||
Discontinued Operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Diluted Earnings Per Share
|
$
|
0.58
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.27
|
|
Year Ended December 31,
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Capital expenditures included in current liabilities
|
$
|
173.0
|
|
|
$
|
125.3
|
|
|
$
|
121.6
|
|
Assets acquired under a capital lease
|
11.5
|
|
|
4.0
|
|
|
47.5
|
|
|||
Schedule of interest and income taxes paid:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized amounts
|
$
|
339.9
|
|
|
$
|
337.8
|
|
|
$
|
390.4
|
|
Cash paid for income taxes, net of refunds
|
5.5
|
|
|
8.0
|
|
|
21.3
|
|
Twelve months ended December 31, 2017
|
||||||||||||||||||||
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
($ in millions)
|
Balance Jan. 1, 2017
|
|
Charged to Costs and Expenses
|
|
Charged to Other Account
(1)
|
|
|
Deductions for Purposes for which Reserves were Created
|
|
Balance Dec. 31, 2017
|
||||||||||
Reserves Deducted in Consolidated Balance Sheet from Assets to Which They Apply:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for accounts receivable
|
$
|
23.3
|
|
|
$
|
14.8
|
|
|
$
|
39.1
|
|
|
|
$
|
58.9
|
|
|
$
|
18.3
|
|
Reserve for other investments
|
3.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Twelve months ended December 31, 2016
|
||||||||||||||||||||
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
($ in millions)
|
Balance
Jan. 1, 2016 |
|
Charged to Costs and Expenses
|
|
Charged to Other Account
(1)
|
|
|
Deductions for Purposes for which Reserves were Created
|
|
Balance
Dec. 31, 2016 |
||||||||||
Reserves Deducted in Consolidated Balance Sheet from Assets to Which They Apply:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for accounts receivable
|
$
|
20.3
|
|
|
$
|
19.7
|
|
|
$
|
48.5
|
|
|
|
$
|
65.2
|
|
|
$
|
23.3
|
|
Reserve for other investments
|
3.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Twelve months ended December 31, 2015
|
||||||||||||||||||||
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
($ in millions)
|
Balance
Jan. 1, 2015 |
|
Charged to Costs and Expenses
|
|
Charged to Other Account
(1)
|
|
|
Deductions for Purposes for which Reserves were Created
|
|
Balance
Dec. 31, 2015 |
||||||||||
Reserves Deducted in Consolidated Balance Sheet from Assets to Which They Apply:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for accounts receivable
|
$
|
24.9
|
|
|
$
|
22.5
|
|
|
$
|
56.7
|
|
|
|
$
|
83.8
|
|
|
$
|
20.3
|
|
Reserve for other investments
|
3.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3.0
|
|
|
Page
|
EXHIBIT
NUMBER
|
DESCRIPTION OF ITEM
|
|
|
(2.1)
|
Separation and Distribution Agreement, dated as of June 30, 2015, by and between NiSource Inc. and Columbia Pipeline Group, Inc. (incorporated by reference to
Exhibit 2.1 to the NiSource Inc. Form 8-K
filed on July 2, 2015).
|
|
|
(3.1)
|
Amended and Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the NiSource Inc. Form 10-Q
filed on August 3, 2015).
|
|
|
(3.2)
|
Bylaws of NiSource Inc., as amended and restated through January 26, 2018 (incorporated by reference to
Exhibit 3.1 to the NiSource Inc. Form 8-K
filed on January 26, 2018).
|
|
|
(4.1)
|
Indenture, dated as of March 1, 1988, by and between Northern Indiana Public Service Company ("NIPSCO") and Manufacturers Hanover Trust Company, as Trustee (incorporated by reference to Exhibit 4 to the NIPSCO Registration Statement (Registration No. 33-44193)).
|
|
|
(4.2)
|
First Supplemental Indenture, dated as of December 1, 1991, by and between Northern Indiana Public Service Company and Manufacturers Hanover Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the NIPSCO Registration Statement (Registration No. 33-63870)).
|
|
|
(4.3)
|
Indenture Agreement, dated as of February 14, 1997, by and between NIPSCO Industries, Inc., NIPSCO Capital Markets, Inc. and Chase Manhattan Bank as trustee (incorporated by reference to Exhibit 4.1 to the NIPSCO Industries, Inc. Registration Statement (Registration No. 333-22347)).
|
|
|
(4.4)
|
Second Supplemental Indenture, dated as of November 1, 2000, by and 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).
|
|
|
(4.5)
|
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)).
|
|
|
(4.6)
|
Form of 3.490% Notes due 2027 (incorporated by reference to
Exhibit 4.1 to the NiSource Inc. Form 8-K
filed on May 17, 2017).
|
|
|
(4.7)
|
Form of 4.375% Notes due 2047 (incorporated by reference to
Exhibit 4.2 to the NiSource Inc. Form 8-K
filed on May 17, 2017).
|
|
|
(4.8)
|
Form of 3.950% Notes due 2048 (incorporated by reference to
Exhibit 4.1 to the NiSource Inc. Form 8-K
filed on September 8, 2017).
|
|
|
(4.9)
|
Form of 2.650% Notes due 2022 (incorporated by reference to
Exhibit 4.1 to the NiSource Inc. Form 8-K
filed on November 14, 2017).
|
|
|
(4.10)
|
Second Supplemental Indenture, dated as of November 30, 2017, between NiSource Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to
Exhibit 4.4 to Post-Effective Amendment No. 1 to Form S-3
filed November 30, 2017 (Registration No. 333-214360)).
|
|
|
(4.11)
|
Third Supplemental Indenture, dated as of November 30, 2017, between NiSource Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to
Exhibit 4.2 to the NiSource Inc. Form 8-K
filed on December 1, 2017).
|
|
|
(10.1)
|
2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit B to the NiSource Inc. Definitive Proxy Statement to Stockholders
for the Annual Meeting held on May 11, 2010, filed on April 2, 2010).*
|
|
|
(10.2)
|
First Amendment to the 2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.2 to the NiSource Inc. Form 10-K
filed on February 18, 2014.)*
|
|
|
(10.3)
|
2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit C to the NiSource Inc. Definitive Proxy Statement to Stockholders
for the Annual Meeting held on May 12, 2015, filed on April 7, 2015).*
|
|
|
(10.4)
|
Second Amendment to the NiSource Inc. 2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.1 to the NiSource Inc. Form 8-K
filed October 23, 2015.)*
|
|
|
(10.5)
|
Form of Performance Share Award Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.1 to the NiSource Inc. Form 10-Q
filed on April 30, 2014.)*
|
|
|
(10.6)
|
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)(incorporated by reference to
Exhibit 10.1 to the NiSource Inc. Form 10-Q
filed on November 3, 2015).*
|
|
|
(10.7)
|
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)(incorporated by reference to
Exhibit 10.2 to the NiSource Inc. Form 10-Q
filed on November 3, 2015).*
|
|
|
(10.8)
|
Form of Amendment to Restricted Stock Unit Award Agreement related to Vested but Unpaid NiSource Restricted Stock Unit Awards for Nonemployee Directors of NiSource entered into as of July 13, 2015 (incorporated by reference to
Exhibit 10.3 to the NiSource Inc. Form 10-Q
filed on November 3, 2015).*
|
|
|
(10.9)
|
NiSource Inc. Nonemployee Director Retirement Plan, as amended and restated effective May 13, 2008 (incorporated by reference to
Exhibit 10.2 to the NiSource Inc. Form 10-K
filed on February 27, 2009).*
|
|
|
(10.10)
|
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).*
|
|
|
(10.11)
|
Form of Change in Control and Termination Agreement (incorporated by reference to
Exhibit 99.1 to the NiSource Inc. Form 8-K
filed January 6, 2014).*
|
|
|
(10.12)
|
Revised Form of Change in Control and Termination Agreement (incorporated by reference to
Exhibit 10.2 to the NiSource Inc. Form 8-K
filed on October 23, 2015.)*
|
|
|
(10.13)
|
Form of Restricted Stock Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.18 to the NiSource Inc. Form 10-K
filed on February 28, 2011).*
|
|
|
(10.14)
|
Form of Restricted Stock Unit Award Agreement for Non-employee directors under the Non-employee Director Stock Incentive Plan (incorporated by reference to
Exhibit 10.19 to the NiSource Inc. Form 10-K
filed on February 28, 2011).*
|
|
|
(10.15)
|
Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.1 to NiSource Inc. Form 10-Q
filed on August 2, 2011).*
|
|
|
(10.16)
|
Form of Performance Share Award Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.3 to the NiSource Inc. Form 10-Q
filed on May 3, 2016).*
|
|
|
(10.17)
|
Form of Restricted Stock Unit Award Agreement under the 2010 Omnibus Incentive Plan.* (incorporated by reference to
Exhibit 10.17 to the NiSource Inc. Form 10-K
filed on February 22, 2017)
|
|
|
(10.18)
|
Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2010 Omnibus Incentive Plan. (incorporated by reference to
Exhibit 10.18 to the NiSource Inc. Form 10-K
filed on February 22, 2017) *
|
|
|
(10.19)
|
Amended and Restated NiSource Inc. Supplemental Executive Retirement Plan effective May 13, 2011 (incorporated by reference to
Exhibit 10.3 to NiSource Inc. Form 10-Q
filed on October 28, 2011).*
|
|
|
(10.20)
|
Amended and Restated Pension Restoration Plan for NiSource Inc. and Affiliates effective May 13, 2011 (incorporated by reference to
Exhibit 10.4 to NiSource Inc. Form 10-Q
filed on October 28, 2011).*
|
|
|
(10.21)
|
Amended Restated Savings Restoration Plan for NiSource Inc. and Affiliates effective October 22, 2012 (incorporated by reference to
Exhibit 10.20 to the NiSource Inc. Form 10-K
filed on February 19, 2013).*
|
|
|
(10.22)
|
Amended and Restated NiSource Inc. Executive Deferred Compensation Plan effective November 1, 2012 (incorporated by reference to
Exhibit 10.21 to the NiSource Inc. Form 10-K
filed on February 19, 2013).*
|
|
|
(10.23)
|
NiSource Inc. Executive Severance Policy, as amended and restated, effective January 1, 2015 (incorporated by reference to
Exhibit 10.21 to the NiSource Inc. Form 10-K
filed on February 18, 2015).*
|
|
|
(10.24)
|
Fourth Amended and Restated Revolving Credit Agreement, dated as of November 28, 2016, among NiSource Finance Corp., as Borrower, NiSource Inc., the Lenders party thereto, Barclays Bank PLC, as Administrative Agent, JPMorgan Chase Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Syndication Agents, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch and Wells Fargo Bank, National Association, as Co-Documentation Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Credit Suisse Securities (USA) LLC, Citigroup Global Markets, Inc. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to
Exhibit 10.1 to the NiSource Inc. Form 8-K
filed on November 28, 2016).
|
|
|
(10.25)
|
Note Purchase Agreement, dated as of 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).
|
|
|
(10.26)
|
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 (incorporated by reference to
Exhibit 10.30 to the NiSource Inc. Form 10-K
filed on February 27, 2009).
|
|
|
(10.27)
|
Term Loan Agreement, dated as of March 31, 2016, by and among NiSource Finance Corp., as Borrower, NiSource Inc., as Guarantor, the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, JP Morgan Chase Bank, N.A., as Syndication Agent, and Mizuho Bank, Ltd., as Documentation Agent (incorporated by reference to
Exhibit 10.1 to the NiSource Inc. Form 10-Q
filed on May 3, 2016).
|
|
|
(10.28)
|
Letter Agreement, dated as of March 17, 2015, by and between NiSource Inc. and Donald Brown. (incorporated by reference
Exhibit 10.1 to the NiSource Inc. Form 10-Q
filed on April 30, 2015).*
|
|
|
(10.29)
|
Letter Agreement, dated as of February 23, 2016, by and between NiSource Inc. and Pablo A. Vegas. (incorporated by reference
Exhibit 10.29 to the NiSource Inc. Form 10-K
filed on February 22, 2017).*
|
|
|
(10.30)
|
Tax Allocation Agreement, dated as of June 30, 2015, by and between NiSource Inc. and Columbia Pipeline Group, Inc. (incorporated by reference to
Exhibit 10.1 of the NiSource Inc. Form 8-K
filed on July 2, 2015).
|
|
|
(10.31)
|
Employee Matters Agreement, dated as of June 30, 2015, by and between NiSource Inc. and Columbia Pipeline Group, Inc. (incorporated by reference to
Exhibit 10.2 of the NiSource Inc. Form 8-K
filed on July 2, 2015).
|
|
|
(10.32)
|
Form of Change in Control and Termination Agreement (incorporated by reference to
Exhibit 10.1 to the NiSource Inc. Form 10-Q
filed on August 2, 2017).
|
|
|
(10.33)
|
|
|
|
(10.34)
|
|
|
|
(12)
|
|
|
|
(21)
|
|
|
|
(23)
|
|
|
|
(31.1)
|
|
|
|
(31.2)
|
|
|
|
(32.1)
|
|
|
|
(32.2)
|
|
|
|
(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:
February 20, 2018
|
By:
|
/s/ JOSEPH HAMROCK
|
|
|
Joseph Hamrock
|
|
|
President, Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
/s/
|
JOSEPH HAMROCK
|
|
President, Chief
|
Date: February 20, 2018
|
|
|
|
Joseph Hamrock
|
|
Executive Officer and Director
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
/s/
|
DONALD E. BROWN
|
|
Executive Vice President and
|
Date: February 20, 2018
|
|
|
|
Donald E. Brown
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
/s/
|
JOSEPH W. MULPAS
|
|
Vice President and
|
Date: February 20, 2018
|
|
|
|
Joseph W. Mulpas
|
|
Chief Accounting Officer
(Principal Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
/s/
|
RICHARD L. THOMPSON
|
|
Chairman and Director
|
Date: February 20, 2018
|
|
|
|
Richard L. Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
RICHARD A. ABDOO
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Richard A. Abdoo
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
PETER A. ALTABEF
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Peter A. Altabef
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
ERIC L. BUTLER
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Eric L. Butler
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
ARISTIDES S. CANDRIS
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Aristides S. Candris
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
WAYNE S. DEVEYDT
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Wayne S. DeVeydt
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
DEBORAH A. HENRETTA
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Deborah A. Henretta
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
MICHAEL E. JESANIS
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Michael E. Jesanis
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
KEVIN T. KABAT
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Kevin T. Kabat
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
CAROLYN Y. WOO
|
|
Director
|
Date: February 20, 2018
|
|
|
|
Carolyn Y. Woo
|
|
|
|
(a)
|
Satisfaction of Performance Goals
.
If the Company’s cumulative “net operating earnings” per Share for the Performance Period meets or exceeds [________] (the “Threshold Performance Requirement”), and the Committee certifies to this result in accordance with subsection (b) below, the Performance Shares will be eligible to vest as provided below. If the Company’s cumulative “net operating earnings” per Share for the Performance Period does not meet or exceed [________] all Performance Shares will be forfeited as of the end of the Performance Period.
|
(b)
|
Committee Certification
. As soon as practicable after the end of the Performance Period, the Committee will certify in writing whether the Threshold Performance Requirement has been met for the Performance Period and determine the number of Shares, if any, that will be payable to the Grantee. The date of the Committee’s certification under this Section shall hereinafter be referred to as the “Certification Date.” The Company will notify the Grantee (or the executors or administrators of the Grantee’s estate, if appropriate) of the Committee’s certification following the Certification Date (such notice being the “Determination Notice”). The Determination Notice shall specify the number of Shares payable in accordance with the Committee’s certification and the terms of this Agreement.
|
(a)
|
[________] shall be eligible to vest based on the achievement of cumulative “net operating earnings” per Share for the Performance Period in accordance with the following results (including interpolation between the trigger, target and stretch goals, expressed as a percentage of the target) (“Cumulative NOEPS Shares”), provided that the Grantee remains in the continuous employment with the Company through [________]:
|
(i)
|
The number of Cumulative NOEPS Shares determined above shall be increased or decreased (“TSR Adjustment”) based on the Company’s Relative Total Shareholder Return (“RTSR”) (as defined below). If the Company’s RTSR as of the last day of the Performance Period is in the top quartile of Total Shareholder Return (“TSR”) performance of a peer group of companies, the number of Cumulative NOEPS Shares eligible to vest as determined above shall be increased by [________]. If the Company’s RTSR as of the last day of the Performance Period is in the bottom quartile of TSR performance of a peer group of companies, the number of Cumulative NOEPS Shares eligible to vest as determined above shall be decreased by [________]. No other adjustment shall be made based on the Company’s RTSR.
|
(ii)
|
For purposes of this Agreement, Relative Total Shareholder Return (“RTSR”) is the annualized growth in the dividends and share price of a share of the Company’s common stock, calculated using a 20 day trading average of the Company’s closing price beginning [________] and ending [________] compared to the TSR performance of a peer group of companies determined by the Committee at its meeting on [________].
|
(b)
|
[________] shall be eligible to vest based on the individual’s contribution to the Company’s Customer Value Framework, as determined at the end of the Performance Period, provided that the Grantee remains in the continuous employment with the Company until [________]. Individual payout percentages may range from [________], as determined by the Committee in its sole discretion. The components of the Company’s Customer Value Framework shall consist of the following areas of focus: safety, customer satisfaction, financial, culture and environmental.
|
(a)
|
Termination of Service before
[________]. Except as set forth below, if Grantee’s Service is terminated for any reason prior to [________], the Grantee shall forfeit the Performance Shares credited to the Grantee’s Performance Share Account.
|
(b)
|
Retirement, Disability or Death
.
|
(i)
|
Notwithstanding the foregoing, in the event that Grantee’s Service terminates prior to [________] as a result of (i) Grantee’s Retirement; or (ii) Grantee’s Disability; or (iii) Grantee’s death and such death occurs with less than or equal to twelve months remaining in the Performance Period, the Grantee (or the Grantee’s beneficiary or estate in the case of Grantee’s death) shall vest in a pro rata portion of the Performance Shares, based on the actual performance results for the Performance Period, including application of the TSR Adjustment, after the Certification Date described in subsection 4(b) above; provided that the Committee actually certifies that the Threshold Performance Requirement for the Performance Period has been met. Such pro rata portion of Performance Shares shall be determined by multiplying such number of Performance Shares by a fraction, where the numerator shall be the number of full or partial calendar months elapsed between the Date of Grant and the date the Grantee terminates Service, and the denominator shall be the number of full or partial calendar months elapsed between the Date of Grant and [________].
|
(ii)
|
Additionally, if the Grantee terminates Service due to death prior to [________] with more than 12 months remaining in the Performance Period, the Grantee’s beneficiary or estate shall vest, on the date of termination, in a pro rata portion of the Performance Shares equal to the number of Performance Shares that the Grantee otherwise would have received had the Threshold Performance Requirement been met for the Performance Period and vesting had been achieved at the target level (without application of the TSR Adjustment). Such pro rata portion of Performance Shares shall be determined by multiplying such number of Performance Shares by a fraction, where the numerator shall be the number of full or partial calendar months elapsed between the Date of Grant and the date the Grantee terminates Service, and the denominator shall be the number of full or partial calendar months elapsed between the Date of Grant and [________].
|
(iii)
|
For purposes of this Agreement, “Retirement” means the Grantee’s termination from Service with the Company at or after attainment of age 55 and completing 10 years of service (within the meaning of the Company’s tax-qualified pension plan, regardless of whether the Grantee is eligible for such plan).
|
(d)
|
Change in Control
. Notwithstanding the foregoing provisions, in the event of a Change in Control, the Performance Shares under this Agreement shall vest in accordance with Article XVI of the Plan. In the event of any conflict between Article XVI of the Plan and this Agreement, Article XVI shall control.
|
(a)
|
The Grantee shall not have any privileges of a stockholder of the Company with respect to any Performance Shares 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 Performance Shares.
|
(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)
|
Vesting
. Subject to the forfeiture conditions described later in this Agreement, the Restricted Stock Units shall vest on [________] (the “Vesting Date”), at which date they will become 100% vested, provided that the Grantee is continuously employed by the Company through and including the Vesting Date. Except as set forth in subsection (b) hereof, if Grantee’s Service is terminated for any reason prior to the Vesting Date, the unvested Restricted Stock Units subject to this Agreement shall immediately terminate and be automatically forfeited by Grantee.
|
(b)
|
Effect of Termination of Service Prior to Vesting
. Notwithstanding the foregoing, in the event that the Grantee’s Service terminates prior to the Vesting Date as a result of (i) the Grantee’s Retirement, (ii) the Grantee’s death, or (iii) the Grantee’s Disability, the restrictions set forth in subsection (a) above shall lapse with respect to a
pro rata
portion of such Restricted Stock Units on the date of termination of Service. Such
pro rat
a lapse of restrictions shall be determined using a fraction, where the numerator shall be the number of full or partial calendar months elapsed between the Date of Grant and the date the Grantee terminates Service, and the denominator shall be the number of full or partial calendar months between the Date of Grant and the Vesting Date. For purposes of this Agreement, “Retirement” means the Grantee’s termination from Service with the Company at or after attainment of age 55 and completing 10 years of service (within the meaning of the Company’s tax-qualified pension plan, regardless of whether the Grantee is eligible for such plan).
|
(c)
|
Change in Control
. Notwithstanding the foregoing provisions, in the event of a Change in Control, the Restricted Stock Units under this Agreement shall vest in accordance with Article XVI of the Plan. In the event of any conflict between Article XVI of the Plan and this Agreement, Article XVI shall control.
|
(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.
|
|
December 31, 2017
|
December 31, 2016
|
December 31, 2015
|
December 31, 2014
|
December 31, 2013
|
||||||||||
Earnings as defined in item 503(d) of Regulation S-K:
|
|
|
|
|
|
||||||||||
Add:
|
|
|
|
|
|
||||||||||
Pretax income from continuing operations (a)(b)
|
$
|
442,760,285
|
|
$
|
510,208,667
|
|
$
|
340,406,027
|
|
$
|
423,910,493
|
|
$
|
330,158,304
|
|
Fixed Charges
|
412,282,807
|
|
407,450,678
|
|
422,886,197
|
|
421,483,105
|
|
410,081,138
|
|
|||||
Amortization of capitalized interest (c)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Distributed income of equity investees
|
1,392,463
|
|
224,702
|
|
151,119
|
|
110,964
|
|
118,416
|
|
|||||
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)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Non-Controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
$
|
856,435,555
|
|
$
|
917,884,047
|
|
$
|
763,443,343
|
|
$
|
845,504,562
|
|
$
|
740,357,858
|
|
|
|
|
|
|
|
||||||||||
Fixed charges as defined in item 503(d) of Regulation S-K:
|
|
|
|
|
|
||||||||||
Interest on long-term debt
|
$
|
354,777,430
|
|
$
|
352,265,520
|
|
$
|
377,469,202
|
|
$
|
368,614,101
|
|
$
|
364,427,942
|
|
Other interest
|
33,771,593
|
|
30,244,516
|
|
20,897,004
|
|
22,963,342
|
|
20,521,761
|
|
|||||
Capitalized interest during period (c)
|
|
|
|
|
|
||||||||||
Amortization of premium, reacquisition premium, discount and expense on debt, net
|
7,237,875
|
|
7,618,345
|
|
8,701,321
|
|
9,967,085
|
|
9,395,881
|
|
|||||
Interest portion of rent expense
|
16,495,909
|
|
17,322,297
|
|
15,818,670
|
|
19,938,578
|
|
15,735,555
|
|
|||||
Non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
$
|
412,282,807
|
|
$
|
407,450,678
|
|
$
|
422,886,197
|
|
$
|
421,483,106
|
|
$
|
410,081,139
|
|
|
|
|
|
|
|
||||||||||
Plus preferred stock dividends: Preferred dividend requirements of subsidiary
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Preferred dividend requirements factor
|
0.29
|
|
0.64
|
|
0.58
|
|
0.61
|
|
0.67
|
|
|||||
Preference security dividend requirements of consolidated subsidiaries (d)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Fixed charges
|
412,282,807
|
|
407,450,678
|
|
422,886,197
|
|
421,483,106
|
|
410,081,139
|
|
|||||
|
$
|
412,282,807
|
|
$
|
407,450,678
|
|
$
|
422,886,197
|
|
$
|
421,483,106
|
|
$
|
410,081,139
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.08
|
|
2.25
|
|
1.81
|
|
2.01
|
|
1.81
|
|
Segment/Subsidiary
GAS DISTRIBUTION OPERATIONS
|
State of Incorporation
|
Bay State Gas Company d/b/a Columbia Gas of Massachusetts
|
Massachusetts
|
Central Kentucky Transmission Company
|
Delaware
|
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
|
NiSource Gas Distribution Group, Inc.
|
Delaware
|
|
|
ELECTRIC OPERATIONS
|
|
Northern Indiana Public Service Company*
|
Indiana
|
|
|
CORPORATE AND OTHER OPERATIONS
|
|
Columbia Gas of Ohio Receivables Corporation
|
Delaware
|
Columbia Gas of Pennsylvania Receivables Corporation
|
Delaware
|
NIPSCO Accounts Receivable Corporation
|
Indiana
|
NiSource Corporate Group, Inc.
|
Delaware
|
NiSource Corporate Services Company
|
Delaware
|
NiSource Development Company, Inc.
|
Indiana
|
NiSource Energy Technologies, Inc.
|
Indiana
|
NiSource Insurance Corporation, Inc.
|
Utah
|
Lake Erie Land Company
|
Indiana
|
NDC Douglas Properties, Inc.
|
Indiana (Inactive)
|
NiSource Retail Services, Inc.
|
Delaware (Inactive)
|
EnergyUSA, Inc.
|
Indiana (Inactive)
|
EnergyUSA-TPC, Inc.
|
Indiana (Inactive)
|
1.
|
I have reviewed this Annual Report of NiSource Inc. on Form 10-K for the year ended
December 31, 2017
;
|
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:
|
February 20, 2018
|
By:
|
|
/s/ Joseph Hamrock
|
|
|
|
|
Joseph Hamrock
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report of NiSource Inc. on Form 10-K for the year ended
December 31, 2017
;
|
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:
|
February 20, 2018
|
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: February 20, 2018
|
|
(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: February 20, 2018
|
|