|
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
¨
|
|
Emerging growth company
¨
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
|
|
Page
No.
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|
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|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Item 15.
|
||
|
||
NiSource Subsidiaries, Affiliates and Former Subsidiaries
|
|
|
Capital Markets (former subsidiary)
|
|
NiSource Capital Markets, Inc.
|
Columbia (former subsidiary)
|
|
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 (former subsidiary)
|
|
Columbia Pipeline Group, Inc.
|
NIPSCO
|
|
Northern Indiana Public Service Company LLC
|
NiSource ("we," "us" or "our")
|
|
NiSource Inc.
|
NiSource Corporate Services
|
|
NiSource Corporate Services Company
|
NiSource Finance (former subsidiary)
|
|
NiSource Finance Corporation
|
|
|
|
Abbreviations
|
|
|
ACE
|
|
Affordable clean energy
|
AFUDC
|
|
Allowance for funds used during construction
|
AMR
|
|
Automatic meter reading
|
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
|
BTA
|
|
Build-transfer agreement
|
CAA
|
|
Clean Air Act
|
CAP
|
|
Compliance Assurance Process
|
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
|
CPP
|
|
Clean Power Plan
|
DPU
|
|
Department of Public Utilities
|
DSIC
|
|
Distribution System Investment Charge
|
DSM
|
|
Demand Side Management
|
ECT
|
|
Environmental Cost Tracker
|
EERM
|
|
Environmental Expense Recovery Mechanism
|
EGUs
|
|
Electric Utility Steam Generating Units
|
DEFINED TERMS
|
||
ELG
|
|
Effluence limitations guidelines
|
EPA
|
|
United States Environmental Protection Agency
|
EPS
|
|
Earnings per share
|
FAC
|
|
Fuel adjustment clause
|
FASB
|
|
Financial Accounting Standards Board
|
FERC
|
|
Federal Energy Regulatory Commission
|
FMCA
|
|
Federally Mandated Cost Adjustment
|
FTRs
|
|
Financial Transmission Rights
|
GAAP
|
|
Generally Accepted Accounting Principles
|
GCA
|
|
Gas cost adjustment
|
GCR
|
|
Gas cost recovery
|
GHG
|
|
Greenhouse gas
|
GSEP
|
|
Gas System Enhancement Program
|
GWh
|
|
Gigawatt hours
|
IRIS
|
|
Infrastructure Replacement and Improvement Surcharge
|
IRP
|
|
Infrastructure Replacement Program
|
IRS
|
|
Internal Revenue Service
|
IURC
|
|
Indiana Utility Regulatory Commission
|
LDCs
|
|
Local distribution companies
|
LIBOR
|
|
London inter-bank offered rate
|
LIFO
|
|
Last-in, first-out
|
MGP
|
|
Manufactured Gas Plant
|
MISO
|
|
Midcontinent Independent System Operator
|
Mizuho
|
|
Mizuho Corporate Bank Ltd.
|
MMDth
|
|
Million dekatherms
|
MW
|
|
Megawatts
|
MWh
|
|
Megawatt hours
|
NOL
|
|
Net Operating Loss
|
NTSB
|
|
National Transportation Safety Board
|
NYMEX
|
|
The New York Mercantile Exchange
|
NYSE
|
|
The New York Stock Exchange
|
OPEB
|
|
Other Postretirement and Postemployment Benefits
|
PCB
|
|
Polychlorinated biphenyls
|
PHMSA
|
|
U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration
|
PISCC
|
|
Post-in-service carrying charges
|
PPA
|
|
Purchase plan agreement
|
PSC
|
|
Public Service Commission
|
PTC
|
|
Production Tax Credits
|
PUC
|
|
Public Utility Commission
|
PUCO
|
|
Public Utilities Commission of Ohio
|
RCRA
|
|
Resource Conservation and Recovery Act
|
ROU
|
|
Right of use
|
SAB
|
|
Staff accounting bulletin
|
SAVE
|
|
Steps to Advance Virginia's Energy Plan
|
DEFINED TERMS
|
||
Separation
|
|
The separation of our natural gas pipeline, midstream and storage business from our natural gas and electric utility business accomplished through a pro rata distribution to holders of our 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
|
STRIDE
|
|
Strategic Infrastructure Development and Enhancement
|
Sugar Creek
|
|
Sugar Creek electric generating plant
|
TCJA
|
|
Tax Cuts and Jobs Act of 2017
|
TDSIC
|
|
Transmission, Distribution and Storage System Improvement Charge
|
VIE
|
|
Variable Interest Entity
|
VSCC
|
|
Virginia State Corporation Commission
|
WCE
|
|
Whiting Clean Energy
|
•
|
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
|
|
55
|
|
|
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.
|
|
Donald E. Brown
|
|
47
|
|
|
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
|
|
50
|
|
|
Vice President, Internal Audit of NiSource since January 2019.
|
|
|
|
|
Chief Operating Officer of NiSource Corporate Services from September 2018 through December 2018.
|
|
|
|
|
|
Vice President, Audit of NiSource from November 2017 to September 2018.
|
|
|
|
|
|
Vice President of Planning and Analysis of NiSource from June 2016 to November 2017.
|
|
|
|
|
|
Chief Financial Officer of NIPSCO from 2012 to June 2016.
|
|
Carrie J. Hightman
|
|
61
|
|
|
Executive Vice President and Chief Legal Officer of NiSource since 2007.
|
Violet G. Sistovaris
|
|
57
|
|
|
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 from 2008 to May 2014.
|
|
Suzanne K. Surface
|
|
54
|
|
|
Chief Services Officer of NiSource since January 2019.
|
|
|
|
|
Vice President, Audit of NiSource from September 2018 through December 2018.
|
|
|
|
|
|
Vice President, Transformation Office of NiSource from August 2018 to September 2018.
|
|
|
|
|
|
Vice President, Corporate Services Customer Value of NiSource Corporate Services from November 2017 to August 2018.
|
|
|
|
|
|
Vice President, Audit of NiSource from July 2015 to November 2017.
|
|
|
|
|
|
Vice President Regulatory Strategy and Support of NiSource from July 2009 through June 2015.
|
|
Pablo A. Vegas
|
|
45
|
|
|
Executive Vice President and President, Gas Utilities since January 2019.
|
|
|
|
|
Executive Vice President and Chief Restoration Officer of NiSource Corporate Services since September 2018 through December 2018.
|
|
|
|
|
|
Executive President, Gas Segment and Chief Customer Officer of NiSource from May 2017 to September 2018.
|
|
|
|
|
|
Executive Vice President and President, Columbia Gas Group from May 2016 to May 2017.
|
|
|
|
|
|
President and Chief Operating Officer of American Electric Power Ohio Company from May 2012 to May 2016.
|
Year Ended December 31, (
dollars in millions except per share data
)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Revenues
|
$
|
5,114.5
|
|
|
$
|
4,874.6
|
|
|
$
|
4,492.5
|
|
|
$
|
4,651.8
|
|
|
$
|
5,272.4
|
|
Net Income (Loss) Available to Common Shareholders
|
(65.6
|
)
|
|
128.5
|
|
|
331.5
|
|
|
198.6
|
|
|
256.2
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
21,804.0
|
|
|
19,961.7
|
|
|
18,691.9
|
|
|
17,492.5
|
|
|
24,589.8
|
|
|||||
Capitalization
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity
|
5,750.9
|
|
|
4,320.1
|
|
|
4,071.2
|
|
|
3,843.5
|
|
|
6,175.3
|
|
|||||
Long-term debt, excluding amounts due within one year
|
7,105.4
|
|
|
7,512.2
|
|
|
6,058.2
|
|
|
5,948.5
|
|
|
8,151.5
|
|
|||||
Total Capitalization
|
$
|
12,856.3
|
|
|
$
|
11,832.3
|
|
|
$
|
10,129.4
|
|
|
$
|
9,792.0
|
|
|
$
|
14,326.8
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings (Loss) Per Share ($)
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
1.02
|
|
|
$
|
0.63
|
|
|
$
|
0.81
|
|
Diluted Earnings (Loss) Per Share ($)
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
1.01
|
|
|
$
|
0.63
|
|
|
$
|
0.81
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per common share ($)
|
$
|
0.78
|
|
|
$
|
0.70
|
|
|
$
|
0.64
|
|
|
$
|
0.83
|
|
|
$
|
1.02
|
|
Common shares outstanding at the end of the year (in thousands)
|
372,363
|
|
|
337,016
|
|
|
323,160
|
|
|
319,110
|
|
|
316,037
|
|
|||||
Number of common stockholders
|
19,889
|
|
|
21,009
|
|
|
22,272
|
|
|
30,190
|
|
|
25,233
|
|
|||||
Dividends declared per Series A preferred share ($)
|
$
|
28.88
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
1,814.6
|
|
|
$
|
1,753.8
|
|
|
$
|
1,490.4
|
|
|
$
|
1,367.5
|
|
|
$
|
1,339.6
|
|
Number of employees
|
8,087
|
|
|
8,175
|
|
|
8,007
|
|
|
7,596
|
|
|
8,982
|
|
•
|
In the second quarter of 2018, we completed the sale of
24,964,163
shares of
$0.01
par value common stock at a price of
$24.28
per share in a private placement to selected institutional and accredited investors and issued 400,000 shares of Series A preferred stock resulting in
$400.0 million
of gross proceeds or
$393.9 million
of net proceeds, after deducting commissions and sales expenses. Additionally, in the fourth quarter of 2018 we issued 20,000 shares of Series B preferred stock resulting in
$500.0 million
of gross proceeds or
$486.1 million
of net proceeds, after deducting commissions and sales expenses.
|
•
|
During 2018 we recorded a loss of approximately
$757 million
for third-party claims and approximately
$266 million
for other incident-related expenses in connection with the Greater Lawrence Incident. Columbia of Massachusetts recorded
$135 million
for insurance recoveries through December 31, 2018. The amounts set forth above do not include the estimated capital cost of the pipeline replacement, which is set forth in " - E. Other Matters - Greater Lawrence Pipeline Replacement."
|
•
|
During the second quarter of 2018 we executed a tender offer for $209.0 million of outstanding notes consisting of a combination of our 6.80% notes due 2019, 5.45% notes due 2020 and 6.125% notes due 2022. During the third quarter of 2018, we redeemed $551.1 million of outstanding notes representing the remainder of our 6.80% notes due 2019, 5.45% notes due 2020 and 6.125% notes due 2022. In conjunction with our debt retired, we recorded a $45.5 million loss on early extinguishment of long-term debt primarily attributable to early redemption premiums.
|
•
|
The decrease in net income 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, we executed a tender offer for $990.7 million of outstanding notes consisting of a combination of our 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, we recorded a $111.5 million loss on early extinguishment of long-term debt, primarily attributable to early redemption premiums.
|
•
|
Prior to the Separation, CPG closed the placement of $2,750.0 million in aggregate principal amount of senior notes. Using the proceeds from this offering, CPG made cash payments to us 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, we settled 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
|
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)
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
Operating Income
|
$
|
124.7
|
|
|
$
|
921.2
|
|
|
$
|
866.1
|
|
|
$
|
(796.5
|
)
|
|
$
|
55.1
|
|
Year Ended December 31
, (in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
Operating Revenues
|
$
|
5,114.5
|
|
|
$
|
4,874.6
|
|
|
$
|
4,492.5
|
|
|
$
|
239.9
|
|
|
$
|
382.1
|
|
Cost of sales (excluding depreciation and amortization)
|
1,761.3
|
|
|
1,518.7
|
|
|
1,390.2
|
|
|
242.6
|
|
|
128.5
|
|
|||||
Total Net Revenues
|
3,353.2
|
|
|
3,355.9
|
|
|
3,102.3
|
|
|
(2.7
|
)
|
|
253.6
|
|
|||||
Other Operating Expenses
|
3,228.5
|
|
|
2,434.7
|
|
|
2,236.2
|
|
|
793.8
|
|
|
198.5
|
|
|||||
Operating Income
|
124.7
|
|
|
921.2
|
|
|
866.1
|
|
|
(796.5
|
)
|
|
55.1
|
|
|||||
Total Other Deductions, Net
|
(355.3
|
)
|
|
(478.2
|
)
|
|
(352.5
|
)
|
|
122.9
|
|
|
(125.7
|
)
|
|||||
Income Taxes
|
(180.0
|
)
|
|
314.5
|
|
|
182.1
|
|
|
(494.5
|
)
|
|
132.4
|
|
|||||
Net Income (Loss)
|
(50.6
|
)
|
|
128.5
|
|
|
331.5
|
|
|
(179.1
|
)
|
|
(203.0
|
)
|
|||||
Preferred dividends
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|||||
Net Income (Loss) Available to Common Shareholders
|
(65.6
|
)
|
|
128.5
|
|
|
331.5
|
|
|
(194.1
|
)
|
|
(203.0
|
)
|
|||||
Basic Earnings (Loss) Per Share
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
1.03
|
|
|
$
|
(0.57
|
)
|
|
$
|
(0.64
|
)
|
Basic Average Common Shares Outstanding
|
356.5
|
|
|
329.4
|
|
|
321.8
|
|
|
27.1
|
|
|
7.6
|
|
Year Ended December 31
, (in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
Operating Income (Loss)
|
$
|
(254.1
|
)
|
|
$
|
550.1
|
|
|
$
|
569.7
|
|
|
$
|
(804.2
|
)
|
|
$
|
(19.6
|
)
|
Year Ended December 31,
(dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
3,419.5
|
|
|
$
|
3,102.1
|
|
|
$
|
2,830.6
|
|
|
$
|
317.4
|
|
|
$
|
271.5
|
|
Less: Cost of sales (excluding depreciation and amortization)
|
1,259.3
|
|
|
1,005.0
|
|
|
895.4
|
|
|
254.3
|
|
|
109.6
|
|
|||||
Net Revenues
|
2,160.2
|
|
|
2,097.1
|
|
|
1,935.2
|
|
|
63.1
|
|
|
161.9
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
1,908.1
|
|
|
1,090.8
|
|
|
941.5
|
|
|
817.3
|
|
|
149.3
|
|
|||||
Depreciation and amortization
|
301.0
|
|
|
269.3
|
|
|
252.9
|
|
|
31.7
|
|
|
16.4
|
|
|||||
Loss on sale of assets and impairments, net
|
0.2
|
|
|
2.8
|
|
|
—
|
|
|
(2.6
|
)
|
|
2.8
|
|
|||||
Other taxes
|
205.0
|
|
|
184.1
|
|
|
171.1
|
|
|
20.9
|
|
|
13.0
|
|
|||||
Total Operating Expenses
|
2,414.3
|
|
|
1,547.0
|
|
|
1,365.5
|
|
|
867.3
|
|
|
181.5
|
|
|||||
Operating Income (Loss)
|
$
|
(254.1
|
)
|
|
$
|
550.1
|
|
|
$
|
569.7
|
|
|
$
|
(804.2
|
)
|
|
$
|
(19.6
|
)
|
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
2,248.3
|
|
|
$
|
2,029.4
|
|
|
$
|
1,823.4
|
|
|
$
|
218.9
|
|
|
$
|
206.0
|
|
Commercial
|
753.7
|
|
|
669.4
|
|
|
588.1
|
|
|
84.3
|
|
|
81.3
|
|
|||||
Industrial
|
228.6
|
|
|
217.5
|
|
|
194.3
|
|
|
11.1
|
|
|
23.2
|
|
|||||
Off-System
|
92.4
|
|
|
111.8
|
|
|
94.4
|
|
|
(19.4
|
)
|
|
17.4
|
|
|||||
Other
|
96.5
|
|
|
74.0
|
|
|
130.4
|
|
|
22.5
|
|
|
(56.4
|
)
|
|||||
Total
|
$
|
3,419.5
|
|
|
$
|
3,102.1
|
|
|
$
|
2,830.6
|
|
|
$
|
317.4
|
|
|
$
|
271.5
|
|
Sales and Transportation (MMDth)
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
280.3
|
|
|
247.1
|
|
|
248.9
|
|
|
33.2
|
|
|
(1.8
|
)
|
|||||
Commercial
|
187.6
|
|
|
169.3
|
|
|
165.6
|
|
|
18.3
|
|
|
3.7
|
|
|||||
Industrial
|
555.7
|
|
|
517.5
|
|
|
517.7
|
|
|
38.2
|
|
|
(0.2
|
)
|
|||||
Off-System
|
30.0
|
|
|
39.0
|
|
|
39.6
|
|
|
(9.0
|
)
|
|
(0.6
|
)
|
|||||
Other
|
—
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
0.4
|
|
|||||
Total
|
1,053.6
|
|
|
973.2
|
|
|
971.7
|
|
|
80.4
|
|
|
1.5
|
|
|||||
Heating Degree Days
|
5,562
|
|
|
4,927
|
|
|
5,148
|
|
|
635
|
|
|
(221
|
)
|
|||||
Normal Heating Degree Days
|
5,610
|
|
|
5,610
|
|
|
5,642
|
|
|
—
|
|
|
(32
|
)
|
|||||
% Warmer than Normal
|
(1
|
)%
|
|
(12
|
)%
|
|
(9
|
)%
|
|
|
|
|
|
|
|||||
Gas Distribution Customers
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
3,194,662
|
|
|
3,168,516
|
|
|
3,141,736
|
|
|
26,146
|
|
|
26,780
|
|
|||||
Commercial
|
281,563
|
|
|
280,362
|
|
|
279,556
|
|
|
1,201
|
|
|
806
|
|
|||||
Industrial
|
6,038
|
|
|
6,228
|
|
|
6,240
|
|
|
(190
|
)
|
|
(12
|
)
|
|||||
Other
|
3
|
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
|
4
|
|
|||||
Total
|
3,482,266
|
|
|
3,455,110
|
|
|
3,427,532
|
|
|
27,156
|
|
|
27,578
|
|
•
|
New rates from infrastructure replacement programs and base rate proceedings of $99.6 million.
|
•
|
Higher revenues from the effects of colder weather in 2018 of $37.5 million.
|
•
|
The effects of customer growth and increased usage of $17.4 million.
|
•
|
Higher regulatory, tax and depreciation trackers, which are offset in operating expense, of $16.0 million.
|
•
|
A revenue reserve of $85.0 million in 2018 resulting from the probable future refund of certain collections from customers as a result of the lower income tax rate from the TCJA.
|
•
|
Decreased rates from implementation of regulatory outcomes related to the TCJA of $24.7 million.
|
•
|
Expenses related to third-party claims and other costs following the Greater Lawrence Incident of $864.4 million, net of insurance recoveries recorded.
|
•
|
Increased depreciation of $29.6 million due to regulatory outcomes of NIPSCO's gas rate case and higher capital expenditures placed in service.
|
•
|
Higher regulatory, tax and depreciation trackers, which are offset in net revenues, of $16.0 million.
|
•
|
Increased property taxes of $11.0 million due to higher capital expenditures placed in service and the impact of regulatory-driven property tax deferrals.
|
•
|
Decreased outside services of $33.2 million primarily due to IT service provider transition and other strategic initiative costs in 2017, lower ongoing IT costs and a temporary shift of resources to the Greater Lawrence Incident restoration.
|
•
|
Lower employee and administrative expenses of $30.2 million driven by reduced incentive compensation and a temporary shift of resources to the Greater Lawrence Incident restoration.
|
•
|
New rates from base-rate proceedings and infrastructure replacement programs of $124.2 million.
|
•
|
Higher regulatory, tax and depreciation trackers, which are offset in operating 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 $53.4 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.
|
Year Ended December 31
, (in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
Operating Income
|
$
|
386.1
|
|
|
$
|
367.4
|
|
|
$
|
301.3
|
|
|
$
|
18.7
|
|
|
$
|
66.1
|
|
Year Ended December 31,
(dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,708.2
|
|
|
$
|
1,786.5
|
|
|
$
|
1,661.6
|
|
|
$
|
(78.3
|
)
|
|
$
|
124.9
|
|
Less: Cost of sales (excluding depreciation and amortization)
|
502.1
|
|
|
513.9
|
|
|
495.0
|
|
|
(11.8
|
)
|
|
18.9
|
|
|||||
Net Revenues
|
1,206.1
|
|
|
1,272.6
|
|
|
1,166.6
|
|
|
(66.5
|
)
|
|
106.0
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
500.0
|
|
|
565.6
|
|
|
528.9
|
|
|
(65.6
|
)
|
|
36.7
|
|
|||||
Depreciation and amortization
|
262.9
|
|
|
277.8
|
|
|
274.5
|
|
|
(14.9
|
)
|
|
3.3
|
|
|||||
Loss on sale of assets
|
—
|
|
|
1.9
|
|
|
—
|
|
|
(1.9
|
)
|
|
1.9
|
|
|||||
Other taxes
|
57.1
|
|
|
59.9
|
|
|
61.9
|
|
|
(2.8
|
)
|
|
(2.0
|
)
|
|||||
Total Operating Expenses
|
820.0
|
|
|
905.2
|
|
|
865.3
|
|
|
(85.2
|
)
|
|
39.9
|
|
|||||
Operating Income
|
$
|
386.1
|
|
|
$
|
367.4
|
|
|
$
|
301.3
|
|
|
$
|
18.7
|
|
|
$
|
66.1
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
494.7
|
|
|
$
|
476.9
|
|
|
$
|
457.4
|
|
|
$
|
17.8
|
|
|
$
|
19.5
|
|
Commercial
|
492.6
|
|
|
501.2
|
|
|
456.6
|
|
|
(8.6
|
)
|
|
44.6
|
|
|||||
Industrial
|
614.4
|
|
|
698.1
|
|
|
631.6
|
|
|
(83.7
|
)
|
|
66.5
|
|
|||||
Wholesale
|
15.7
|
|
|
11.6
|
|
|
11.6
|
|
|
4.1
|
|
|
—
|
|
|||||
Other
|
90.8
|
|
|
98.7
|
|
|
104.4
|
|
|
(7.9
|
)
|
|
(5.7
|
)
|
|||||
Total
|
$
|
1,708.2
|
|
|
$
|
1,786.5
|
|
|
$
|
1,661.6
|
|
|
$
|
(78.3
|
)
|
|
$
|
124.9
|
|
Sales (Gigawatt Hours)
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
3,535.2
|
|
|
3,301.7
|
|
|
3,514.8
|
|
|
233.5
|
|
|
(213.1
|
)
|
|||||
Commercial
|
3,844.6
|
|
|
3,793.5
|
|
|
3,878.7
|
|
|
51.1
|
|
|
(85.2
|
)
|
|||||
Industrial
|
8,829.5
|
|
|
9,469.7
|
|
|
9,281.8
|
|
|
(640.2
|
)
|
|
187.9
|
|
|||||
Wholesale
|
114.3
|
|
|
32.5
|
|
|
19.0
|
|
|
81.8
|
|
|
13.5
|
|
|||||
Other
|
124.4
|
|
|
128.2
|
|
|
136.9
|
|
|
(3.8
|
)
|
|
(8.7
|
)
|
|||||
Total
|
16,448.0
|
|
|
16,725.6
|
|
|
16,831.2
|
|
|
(277.6
|
)
|
|
(105.6
|
)
|
|||||
Cooling Degree Days
|
1,180
|
|
|
837
|
|
|
988
|
|
|
343
|
|
|
(151
|
)
|
|||||
Normal Cooling Degree Days
|
806
|
|
|
806
|
|
|
806
|
|
|
—
|
|
|
—
|
|
|||||
% Warmer than Normal
|
46
|
%
|
|
4
|
%
|
|
23
|
%
|
|
|
|
|
|
|
|||||
Electric Customers
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
412,267
|
|
|
409,401
|
|
|
407,268
|
|
|
2,866
|
|
|
2,133
|
|
|||||
Commercial
|
56,605
|
|
|
56,134
|
|
|
55,605
|
|
|
471
|
|
|
529
|
|
|||||
Industrial
|
2,284
|
|
|
2,305
|
|
|
2,313
|
|
|
(21
|
)
|
|
(8
|
)
|
|||||
Wholesale
|
735
|
|
|
739
|
|
|
744
|
|
|
(4
|
)
|
|
(5
|
)
|
|||||
Other
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
471,893
|
|
|
468,581
|
|
|
465,932
|
|
|
3,312
|
|
|
2,649
|
|
•
|
Lower regulatory and depreciation trackers, which are offset in operating expense, of $35.6 million.
|
•
|
Decreased rates from implementation of regulatory outcomes related to the TCJA of $32.9 million.
|
•
|
Decreased industrial usage of $17.1 million.
|
•
|
A revenue reserve of $16.2 million in 2018 resulting from the probable future refund of certain collections from customers as a result of the lower income tax rate from the TCJA .
|
•
|
Increased fuel handling costs of $7.3 million.
|
•
|
The effects of warmer weather of $25.2 million.
|
•
|
Increased rates from infrastructure replacement programs of $18.6 million.
|
•
|
Lower regulatory and depreciation trackers, which are offset in net revenues, of $35.6 million.
|
•
|
Lower outside service costs of $32.1 million and lower material and supplies costs of $10.2 million primarily related to the retirement of Bailly Generating Station Units 7 and 8 on May 31, 2018.
|
•
|
Decreased employee and administrative costs of $18.4 million.
|
•
|
Increased depreciation of $10.0 million due to higher capital expenditures placed in service.
|
•
|
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 operating 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.
|
•
|
Higher employee and administrative costs of $19.2 million.
|
•
|
Increased regulatory and depreciation trackers, which are offset in net revenues, of $18.0 million.
|
•
|
Increased depreciation of $5.6 million due to higher capital expenditures placed in service.
|
•
|
Higher materials and supplies costs 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.
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Gas Distribution Operations
|
|
|
|
|
|
||||||
System Growth and Tracker
|
$
|
1,073.7
|
|
|
$
|
909.2
|
|
|
$
|
835.0
|
|
Maintenance
|
241.6
|
|
|
216.4
|
|
|
219.4
|
|
|||
Total Gas Distribution Operations
|
1,315.3
|
|
|
1,125.6
|
|
|
1,054.4
|
|
|||
Electric Operations
|
|
|
|
|
|
||||||
System Growth and Tracker
|
346.0
|
|
|
435.3
|
|
|
314.1
|
|
|||
Maintenance
|
153.3
|
|
|
157.1
|
|
|
106.5
|
|
|||
Total Electric Operations
|
499.3
|
|
|
592.4
|
|
|
420.6
|
|
|||
Corporate and Other Operations - Maintenance
(1)
|
—
|
|
|
35.8
|
|
|
15.4
|
|
|||
Total
(2)
|
$
|
1,814.6
|
|
|
$
|
1,753.8
|
|
|
$
|
1,490.4
|
|
Year Ended December 31,
(in millions)
|
2018
|
2017
|
||||
Current Liquidity
|
|
|
||||
Revolving Credit Facility
|
$
|
1,850.0
|
|
$
|
1,850.0
|
|
Accounts Receivable Program
(1)
|
399.2
|
|
336.7
|
|
||
Less:
|
|
|
||||
Commercial Paper
|
978.0
|
|
869.0
|
|
||
Accounts Receivable Program Utilized
|
399.2
|
|
336.7
|
|
||
Letters of Credit Outstanding Under Credit Facility
|
10.2
|
|
11.1
|
|
||
Add:
|
|
|
||||
Cash and Cash Equivalents
|
112.8
|
|
29.0
|
|
||
Net Available Liquidity
|
$
|
974.6
|
|
$
|
998.9
|
|
(in millions)
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After
|
||||||||||||||
Long-term debt
(1)
|
$
|
7,029.6
|
|
|
$
|
41.0
|
|
|
$
|
—
|
|
|
$
|
63.6
|
|
|
$
|
530.0
|
|
|
$
|
600.0
|
|
|
$
|
5,795.0
|
|
Capital leases
(2)
|
322.4
|
|
|
23.0
|
|
|
22.5
|
|
|
22.6
|
|
|
22.1
|
|
|
19.8
|
|
|
212.4
|
|
|||||||
Interest payments on long-term debt
|
6,311.7
|
|
|
319.8
|
|
|
318.6
|
|
|
318.6
|
|
|
315.0
|
|
|
289.0
|
|
|
4,750.7
|
|
|||||||
Operating leases
(3)
|
45.9
|
|
|
11.0
|
|
|
7.3
|
|
|
6.1
|
|
|
4.2
|
|
|
2.8
|
|
|
14.5
|
|
|||||||
Energy commodity contracts
|
154.3
|
|
|
99.2
|
|
|
55.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Service obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pipeline service obligations
|
3,566.7
|
|
|
592.3
|
|
|
487.7
|
|
|
450.5
|
|
|
437.5
|
|
|
260.8
|
|
|
1,337.9
|
|
|||||||
IT service obligations
|
211.0
|
|
|
68.3
|
|
|
60.0
|
|
|
47.1
|
|
|
35.6
|
|
|
—
|
|
|
—
|
|
|||||||
Other service obligations
|
86.7
|
|
|
33.5
|
|
|
43.6
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other liabilities
|
24.2
|
|
|
24.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
17,752.5
|
|
|
$
|
1,212.3
|
|
|
$
|
994.8
|
|
|
$
|
918.1
|
|
|
$
|
1,344.4
|
|
|
$
|
1,172.4
|
|
|
$
|
12,110.5
|
|
|
Impact on December 31, 2018 Projected Benefit Obligation Increase/(Decrease)
|
||||||
Change in Assumptions
(in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
+50 basis points change in discount rate
|
$
|
(79.6
|
)
|
|
$
|
(23.6
|
)
|
-50 basis points change in discount rate
|
86.2
|
|
|
25.8
|
|
||
+50 basis points change in health care trend rates
|
|
|
12.5
|
|
|||
-50 basis points change in health care trend rates
|
|
|
(11.0
|
)
|
|||
|
|
|
|
||||
|
Impact on 2018 Expense Increase/(Decrease)
(1)
|
||||||
Change in Assumptions
(in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
+50 basis points change in discount rate
|
$
|
(3.3
|
)
|
|
$
|
(0.7
|
)
|
-50 basis points change in discount rate
|
2.8
|
|
|
0.8
|
|
||
+50 basis points change in expected long-term rate of return on plan assets
|
(10.3
|
)
|
|
(1.3
|
)
|
||
-50 basis points change in expected long-term rate of return on plan assets
|
10.3
|
|
|
1.3
|
|
||
+50 basis points change in health care trend rates
|
|
|
0.6
|
|
|||
-50 basis points change in health care trend rates
|
|
|
(0.5
|
)
|
Index
|
Page
|
Year Ended December 31
, (in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Customer revenues
|
$
|
4,991.1
|
|
|
$
|
4,730.2
|
|
|
$
|
4,392.5
|
|
Other revenues
|
123.4
|
|
|
144.4
|
|
|
100.0
|
|
|||
Total Operating Revenues
|
5,114.5
|
|
|
4,874.6
|
|
|
4,492.5
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization)
|
1,761.3
|
|
|
1,518.7
|
|
|
1,390.2
|
|
|||
Operation and maintenance
|
2,352.9
|
|
|
1,601.7
|
|
|
1,445.8
|
|
|||
Depreciation and amortization
|
599.6
|
|
|
570.3
|
|
|
547.1
|
|
|||
Loss (Gain) on sale of assets and impairments, net
|
1.2
|
|
|
5.5
|
|
|
(1.0
|
)
|
|||
Other taxes
|
274.8
|
|
|
257.2
|
|
|
244.3
|
|
|||
Total Operating Expenses
|
4,989.8
|
|
|
3,953.4
|
|
|
3,626.4
|
|
|||
Operating Income
|
124.7
|
|
|
921.2
|
|
|
866.1
|
|
|||
Other Income (Deductions)
|
|
|
|
|
|
||||||
Interest expense, net
|
(353.3
|
)
|
|
(353.2
|
)
|
|
(349.5
|
)
|
|||
Other, net
|
43.5
|
|
|
(13.5
|
)
|
|
(3.0
|
)
|
|||
Loss on early extinguishment of long-term debt
|
(45.5
|
)
|
|
(111.5
|
)
|
|
—
|
|
|||
Total Other Deductions, Net
|
(355.3
|
)
|
|
(478.2
|
)
|
|
(352.5
|
)
|
|||
Income (Loss) before Income Taxes
|
(230.6
|
)
|
|
443.0
|
|
|
513.6
|
|
|||
Income Taxes
|
(180.0
|
)
|
|
314.5
|
|
|
182.1
|
|
|||
Net Income (Loss)
|
(50.6
|
)
|
|
128.5
|
|
|
331.5
|
|
|||
Preferred dividends
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net Income (Loss) Available to Common Shareholders
|
(65.6
|
)
|
|
128.5
|
|
|
331.5
|
|
|||
Earnings (Loss) Per Share
|
|
|
|
|
|
||||||
Basic Earnings (Loss) Per Share
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
1.03
|
|
Diluted Earnings (Loss) Per Share
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
1.02
|
|
Basic Average Common Shares Outstanding
|
356.5
|
|
|
329.4
|
|
|
321.8
|
|
|||
Diluted Average Common Shares
|
356.5
|
|
|
330.8
|
|
|
323.5
|
|
Year Ended December 31,
(in millions, net of taxes)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income (Loss)
|
$
|
(50.6
|
)
|
|
$
|
128.5
|
|
|
$
|
331.5
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on available-for-sale securities
(1)
|
(2.6
|
)
|
|
0.8
|
|
|
(0.1
|
)
|
|||
Net unrealized gain (loss) on cash flow hedges
(2)
|
22.7
|
|
|
(22.5
|
)
|
|
8.6
|
|
|||
Unrecognized pension and OPEB benefit (costs)
(3)
|
(4.4
|
)
|
|
3.4
|
|
|
1.5
|
|
|||
Total other comprehensive income (loss)
|
15.7
|
|
|
(18.3
|
)
|
|
10.0
|
|
|||
Total Comprehensive Income
|
$
|
(34.9
|
)
|
|
$
|
110.2
|
|
|
$
|
341.5
|
|
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Utility plant
|
$
|
22,780.8
|
|
|
$
|
21,026.6
|
|
Accumulated depreciation and amortization
|
(7,257.9
|
)
|
|
(6,953.6
|
)
|
||
Net utility plant
|
15,522.9
|
|
|
14,073.0
|
|
||
Other property, at cost, less accumulated depreciation
|
19.6
|
|
|
286.5
|
|
||
Net Property, Plant and Equipment
|
15,542.5
|
|
|
14,359.5
|
|
||
Investments and Other Assets
|
|
|
|
||||
Unconsolidated affiliates
|
2.1
|
|
|
5.5
|
|
||
Other investments
|
204.0
|
|
|
204.1
|
|
||
Total Investments and Other Assets
|
206.1
|
|
|
209.6
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
112.8
|
|
|
29.0
|
|
||
Restricted cash
|
8.3
|
|
|
9.4
|
|
||
Accounts receivable (less reserve of $21.1 and $18.3, respectively)
|
1,058.5
|
|
|
898.9
|
|
||
Gas inventory
|
286.8
|
|
|
285.1
|
|
||
Materials and supplies, at average cost
|
101.0
|
|
|
105.9
|
|
||
Electric production fuel, at average cost
|
34.7
|
|
|
80.1
|
|
||
Exchange gas receivable
|
88.4
|
|
|
45.8
|
|
||
Regulatory assets
|
235.4
|
|
|
176.3
|
|
||
Prepayments and other
|
129.5
|
|
|
132.8
|
|
||
Total Current Assets
|
2,055.4
|
|
|
1,763.3
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
2,002.1
|
|
|
1,624.9
|
|
||
Goodwill
|
1,690.7
|
|
|
1,690.7
|
|
||
Intangible assets, net
|
220.7
|
|
|
231.7
|
|
||
Deferred charges and other
|
86.5
|
|
|
82.0
|
|
||
Total Other Assets
|
4,000.0
|
|
|
3,629.3
|
|
||
Total Assets
|
$
|
21,804.0
|
|
|
$
|
19,961.7
|
|
(in millions, except share amounts)
|
December 31, 2018
|
|
December 31, 2017
|
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Common stock - $0.01 par value, 400,000,000 shares authorized; 372,363,656 and 337,015,806 shares outstanding, respectively
|
$
|
3.8
|
|
|
$
|
3.4
|
|
Preferred stock - $0.01 par value, 20,000,000 shares authorized; 420,000 shares outstanding
|
880.0
|
|
|
—
|
|
||
Treasury stock
|
(99.9
|
)
|
|
(95.9
|
)
|
||
Additional paid-in capital
|
6,403.5
|
|
|
5,529.1
|
|
||
Retained deficit
|
(1,399.3
|
)
|
|
(1,073.1
|
)
|
||
Accumulated other comprehensive loss
|
(37.2
|
)
|
|
(43.4
|
)
|
||
Total Stockholders’ Equity
|
5,750.9
|
|
|
4,320.1
|
|
||
Long-term debt, excluding amounts due within one year
|
7,105.4
|
|
|
7,512.2
|
|
||
Total Capitalization
|
12,856.3
|
|
|
11,832.3
|
|
||
Current Liabilities
|
|
|
|
||||
Current portion of long-term debt
|
50.0
|
|
|
284.3
|
|
||
Short-term borrowings
|
1,977.2
|
|
|
1,205.7
|
|
||
Accounts payable
|
883.8
|
|
|
625.6
|
|
||
Customer deposits and credits
|
238.9
|
|
|
262.6
|
|
||
Taxes accrued
|
222.7
|
|
|
208.1
|
|
||
Interest accrued
|
90.7
|
|
|
112.3
|
|
||
Risk management liabilities
|
5.0
|
|
|
43.2
|
|
||
Exchange gas payable
|
85.5
|
|
|
59.6
|
|
||
Regulatory liabilities
|
140.9
|
|
|
58.7
|
|
||
Legal and environmental
|
18.9
|
|
|
32.1
|
|
||
Accrued compensation and employee benefits
|
149.7
|
|
|
195.4
|
|
||
Claims accrued
|
114.7
|
|
|
12.5
|
|
||
Other accruals
|
58.8
|
|
|
78.3
|
|
||
Total Current Liabilities
|
4,036.8
|
|
|
3,178.4
|
|
||
Other Liabilities
|
|
|
|
||||
Risk management liabilities
|
46.7
|
|
|
28.5
|
|
||
Deferred income taxes
|
1,330.5
|
|
|
1,292.9
|
|
||
Deferred investment tax credits
|
11.2
|
|
|
12.4
|
|
||
Accrued insurance liabilities
|
84.4
|
|
|
80.1
|
|
||
Accrued liability for postretirement and postemployment benefits
|
389.1
|
|
|
337.1
|
|
||
Regulatory liabilities
|
2,519.1
|
|
|
2,736.9
|
|
||
Asset retirement obligations
|
352.0
|
|
|
268.7
|
|
||
Other noncurrent liabilities
|
177.9
|
|
|
194.4
|
|
||
Total Other Liabilities
|
4,910.9
|
|
|
4,951.0
|
|
||
Commitments and Contingencies (Refer to Note 18, "Other Commitments and Contingencies")
|
—
|
|
|
—
|
|
||
Total Capitalization and Liabilities
|
$
|
21,804.0
|
|
|
$
|
19,961.7
|
|
Year Ended December 31, (in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net Income (Loss)
|
$
|
(50.6
|
)
|
|
$
|
128.5
|
|
|
$
|
331.5
|
|
Adjustments to Reconcile Net Income (Loss) to Net Cash from Operating Actvities:
|
|
|
|
|
|
||||||
Loss on early extinguishment of debt
|
45.5
|
|
|
111.5
|
|
|
—
|
|
|||
Depreciation and amortization
|
599.6
|
|
|
570.3
|
|
|
547.1
|
|
|||
Deferred income taxes and investment tax credits
|
(188.2
|
)
|
|
306.7
|
|
|
182.3
|
|
|||
Stock compensation expense and 401(k) profit sharing contribution
|
28.6
|
|
|
40.1
|
|
|
46.5
|
|
|||
Amortization of discount/premium on debt
|
7.5
|
|
|
7.4
|
|
|
7.6
|
|
|||
AFUDC equity
|
(14.2
|
)
|
|
(12.6
|
)
|
|
(11.6
|
)
|
|||
Other adjustments
|
1.7
|
|
|
6.6
|
|
|
(7.2
|
)
|
|||
Changes in Assets and Liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(186.2
|
)
|
|
(52.3
|
)
|
|
(188.0
|
)
|
|||
Inventories
|
41.4
|
|
|
19.0
|
|
|
38.9
|
|
|||
Accounts payable
|
268.4
|
|
|
49.0
|
|
|
108.8
|
|
|||
Customer deposits and credits
|
(25.4
|
)
|
|
(2.5
|
)
|
|
(52.3
|
)
|
|||
Taxes accrued
|
20.2
|
|
|
10.2
|
|
|
12.1
|
|
|||
Interest accrued
|
(21.7
|
)
|
|
(33.9
|
)
|
|
(8.7
|
)
|
|||
Exchange gas receivable/payable
|
(21.5
|
)
|
|
(64.5
|
)
|
|
36.9
|
|
|||
Other accruals
|
43.5
|
|
|
31.8
|
|
|
(6.0
|
)
|
|||
Prepayments and other current assets
|
(14.5
|
)
|
|
(13.3
|
)
|
|
(0.4
|
)
|
|||
Regulatory assets/liabilities
|
(53.2
|
)
|
|
57.5
|
|
|
(187.9
|
)
|
|||
Postretirement and postemployment benefits
|
58.2
|
|
|
(380.9
|
)
|
|
(44.8
|
)
|
|||
Deferred charges and other noncurrent assets
|
3.8
|
|
|
(2.0
|
)
|
|
(1.2
|
)
|
|||
Other noncurrent liabilities
|
(2.8
|
)
|
|
(34.4
|
)
|
|
(0.3
|
)
|
|||
Net Cash Flows from Operating Activities
|
540.1
|
|
|
742.2
|
|
|
803.3
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,818.2
|
)
|
|
(1,695.8
|
)
|
|
(1,475.2
|
)
|
|||
Cost of removal
|
(104.3
|
)
|
|
(109.0
|
)
|
|
(110.1
|
)
|
|||
Purchases of available-for-sale securities
|
(90.0
|
)
|
|
(168.4
|
)
|
|
(38.3
|
)
|
|||
Sales of available-for-sale securities
|
82.3
|
|
|
163.1
|
|
|
33.0
|
|
|||
Other investing activities
|
4.1
|
|
|
1.6
|
|
|
(12.4
|
)
|
|||
Net Cash Flows used for Investing Activities
|
(1,926.1
|
)
|
|
(1,808.5
|
)
|
|
(1,603.0
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
350.0
|
|
|
3,250.0
|
|
|
500.0
|
|
|||
Repayments of long-term debt and capital lease obligations
|
(1,046.1
|
)
|
|
(1,855.0
|
)
|
|
(434.6
|
)
|
|||
Premiums and other debt related costs
|
(46.0
|
)
|
|
(144.3
|
)
|
|
(3.7
|
)
|
|||
Issuance of short-term debt (maturity > 90 days)
|
950.0
|
|
|
—
|
|
|
—
|
|
|||
Change in short-term borrowings, net (maturity ≤ 90 days)
|
(178.5
|
)
|
|
(282.4
|
)
|
|
920.6
|
|
|||
Issuance of common stock, net of issuance costs
|
848.2
|
|
|
336.7
|
|
|
23.1
|
|
|||
Issuance of preferred stock, net of issuance costs
|
880.0
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of treasury stock
|
(4.0
|
)
|
|
(7.2
|
)
|
|
(9.4
|
)
|
|||
Dividends paid - common stock
|
(273.3
|
)
|
|
(229.1
|
)
|
|
(205.5
|
)
|
|||
Dividends paid - preferred stock
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|||
Net Cash Flows from Financing Activities
|
1,468.7
|
|
|
1,068.7
|
|
|
790.5
|
|
|||
Change in cash, cash equivalents and restricted cash
|
82.7
|
|
|
2.4
|
|
|
(9.2
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
38.4
|
|
|
36.0
|
|
|
45.2
|
|
|||
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
121.1
|
|
|
$
|
38.4
|
|
|
$
|
36.0
|
|
(in millions)
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||
Balance as of January 1, 2016
|
$
|
3.2
|
|
|
$
|
(79.3
|
)
|
|
$
|
5,078.0
|
|
|
$
|
(1,123.3
|
)
|
|
$
|
(35.1
|
)
|
|
$
|
3,843.5
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
Comprehensive 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
|
|
(in millions)
|
Common
Stock |
|
Preferred Stock
|
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained Deficit
|
|
Accumulated
Other Comprehensive Loss |
|
Total
|
||||||||||||||
Balance as of December 31, 2017
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
(95.9
|
)
|
|
$
|
5,529.1
|
|
|
$
|
(1,073.1
|
)
|
|
$
|
(43.4
|
)
|
|
$
|
4,320.1
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.6
|
)
|
|
—
|
|
|
(50.6
|
)
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.7
|
|
|
15.7
|
|
|||||||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock ($0.78 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273.5
|
)
|
|
—
|
|
|
(273.5
|
)
|
|||||||
Preferred stock ($28.88 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
(11.6
|
)
|
|||||||
Treasury stock acquired
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||||||
Cumulative effect of change in accounting principle
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
(9.5
|
)
|
|
—
|
|
|||||||
Stock issuances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock - private placement
|
0.3
|
|
|
—
|
|
|
—
|
|
|
599.3
|
|
|
—
|
|
|
—
|
|
|
599.6
|
|
|||||||
Preferred stock
|
—
|
|
|
880.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
880.0
|
|
|||||||
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|||||||
Long-term incentive plan
|
—
|
|
|
—
|
|
|
—
|
|
|
15.4
|
|
|
—
|
|
|
—
|
|
|
15.4
|
|
|||||||
401(k) and profit sharing
|
—
|
|
|
—
|
|
|
—
|
|
|
21.8
|
|
|
—
|
|
|
—
|
|
|
21.8
|
|
|||||||
ATM program
|
0.1
|
|
|
—
|
|
|
—
|
|
|
232.4
|
|
|
—
|
|
|
—
|
|
|
232.5
|
|
|||||||
Balance as of December 31, 2018
|
$
|
3.8
|
|
|
$
|
880.0
|
|
|
$
|
(99.9
|
)
|
|
$
|
6,403.5
|
|
|
$
|
(1,399.3
|
)
|
|
$
|
(37.2
|
)
|
|
$
|
5,750.9
|
|
|
Preferred
|
|
Common
|
||||||||
(in thousands)
|
Shares
|
|
Shares
|
|
Treasury
|
|
Outstanding
|
||||
Balance as of January 1, 2016
|
—
|
|
|
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
|
|
Treasury stock acquired
|
|
|
|
|
(166
|
)
|
|
(166
|
)
|
||
Issued:
|
|
|
|
|
|
|
|
||||
Common stock - private placement
(1)
|
—
|
|
|
24,964
|
|
|
—
|
|
|
24,964
|
|
Preferred stock
(1)
|
420
|
|
|
|
|
|
|
|
|||
Employee stock purchase plan
|
—
|
|
|
223
|
|
|
—
|
|
|
223
|
|
Long-term incentive plan
|
—
|
|
|
561
|
|
|
—
|
|
|
561
|
|
401(k) and profit sharing plan
|
—
|
|
|
882
|
|
|
—
|
|
|
882
|
|
ATM program
|
—
|
|
|
8,883
|
|
|
—
|
|
|
8,883
|
|
Balance as of December 31, 2018
|
420
|
|
|
376,326
|
|
|
(3,963
|
)
|
|
372,363
|
|
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 2018-14,
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans
|
The pronouncement modifies the disclosure requirements for defined benefit pension and other postretirement benefit plans. The guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant. The modifications affect annual period disclosures and must be applied on a retrospective basis to all periods presented.
|
Annual periods ending after December 15, 2020. Early adoption is permitted.
|
We are currently evaluating the effects of this pronouncement on our Notes to Consolidated Financial Statements. We tentatively expect to adopt this ASU on its effective date.
|
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. It will also require entities to record allowances for available-for-sale debt securities rather than impair the carrying amount of the securities. Subsequent improvements to the estimated credit losses of available-for-sale securities will be recognized immediately in earnings instead of over time as they are under historic guidance.
|
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.
|
We maintain investments in U.S. Treasury, corporate and mortgage-backed debt securities, which are pledged as collateral for trust accounts related to our wholly-owned insurance company. These debt securities are classified as available for sale. We also have recorded balances for trade receivables that fall within the scope of the standard. We are currently evaluating the impact of adoption, if any, on our Consolidated Financial Statements and Notes to Consolidated Financial Statements.
|
Standard
|
Adoption
|
ASU 2018-15,
Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
In August 2018, the FASB issued this ASU, which amends current guidance to align the accounting for costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs associated with developing or obtaining internal-use software.
We elected to early adopt the ASU on a prospective basis, effective October 1, 2018. As a result of adopting this ASU, we will defer onto the Consolidated Balance Sheets up-front implementation costs of cloud computing arrangements if they would have been capitalized in a similar on-premise software solution.
|
ASU 2018-02,
Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
We adopted this ASU effective March 31, 2018. Upon adoption, $9.5 million of tax effects that were stranded in accumulated other comprehensive income (loss) as a result of the implementation of the TCJA were reclassified to retained deficit. This change is reflected on our Statements of Consolidated Stockholders' Equity.
|
ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)
|
We adopted this ASU effective January 1, 2018. The adoption of this standard did not have a material impact on our Consolidated Financial Statements or Notes to Consolidated Financial Statements.
|
ASU 2018-11, Leases (Topic 842): Targeted Improvements
|
We adopted the provisions of ASC 842 beginning on January 1, 2019, using the transition method provided in ASU 2018-11, which was applied to all existing leases at that date. As such, results for reporting periods beginning after January 1, 2019 will be presented under ASC 842, while prior period amounts will continue to be reported in accordance with ASC 840. To ease the process of implementing ASC 842, we elected a number of practical expedients, including the "practical expedient package" described in ASC 842-10-65-1 and the provisions of ASU 2018-01, which allows us to not evaluate existing land easements under ASC 842. We elected the short-term lease recognition exemption for all leases that qualify. As such, for those leases with terms less than 12 months, we will not recognize ROU assets or lease liabilities. Further, ASC 842 provides lessees the option of electing an accounting policy, by class of underlying asset, in which the lessee may choose not to separate nonlease components from lease components. We elected this practical expedient for our leases of fleet vehicles and railcars. We also elected to use a practical expedient that allows the use of hindsight in determining lease terms when evaluating leases that existed at the implementation date.
We are the lessee for substantially all of our current leasing activity. Upon adopting ASC 842 we began recognizing right-of-use assets and liabilities associated with operating leases (other than short term operating leases) on our Consolidated Balance Sheets resulting in an increase in assets and liabilities of approximately $60 million. The adoption of ASC 842 did not have a material impact to our results of operations or cash flows. We have implemented key system functionality and internal controls to facilitate the preparation of financial information upon adoption. Our SEC filings will include expanded disclosures to comply with the provisions of ASC 842 beginning with our quarterly report on Form 10-Q for the first quarter of 2019.
|
ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842
|
|
ASU 2016-02, Leases (Topic 842)
|
Standard
|
Adoption
|
ASU 2016-12,
Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients
|
See Note 3, "Revenue Recognition," for our discussion of the effects of implementing these standards.
|
ASU 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations
|
|
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
|
Year Ended December 31, 2016
(in millions)
|
|
As Previously Reported
|
|
Effect of Change
(1)
|
|
As Adjusted
|
||||||
Operation and maintenance
|
|
$
|
1,453.7
|
|
|
$
|
(7.9
|
)
|
|
$
|
1,445.8
|
|
Total Operating Expenses
|
|
3,634.3
|
|
|
(7.9
|
)
|
|
3,626.4
|
|
|||
Operating Income
|
|
858.2
|
|
|
7.9
|
|
|
866.1
|
|
|||
Other Income (Deductions)
|
|
|
|
|
|
|
||||||
Other, net
|
|
1.5
|
|
|
(7.9
|
)
|
|
(6.4
|
)
|
|||
Total Other Deductions
|
|
$
|
(348.0
|
)
|
|
$
|
(7.9
|
)
|
|
$
|
(355.9
|
)
|
Year Ended December 31, 2017
(in millions)
|
|
As Previously Reported
|
|
Effect of Change
(1)
|
|
As Adjusted
|
||||||
Operation and maintenance
|
|
$
|
1,612.3
|
|
|
$
|
(10.6
|
)
|
|
$
|
1,601.7
|
|
Total Operating Expenses
|
|
3,964.0
|
|
|
(10.6
|
)
|
|
3,953.4
|
|
|||
Operating Income
|
|
910.6
|
|
|
10.6
|
|
|
921.2
|
|
|||
Other Income (Deductions)
|
|
|
|
|
|
|
||||||
Other, net
|
|
(2.8
|
)
|
|
(10.6
|
)
|
|
(13.4
|
)
|
|||
Total Other Deductions
|
|
$
|
(467.5
|
)
|
|
$
|
(10.6
|
)
|
|
$
|
(478.1
|
)
|
Year Ended December 31,
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Gas Distribution
|
|
$
|
2,348.4
|
|
|
$
|
2,063.2
|
|
|
$
|
1,850.9
|
|
Gas Transportation
|
|
1,055.2
|
|
|
1,021.5
|
|
|
964.6
|
|
|||
Electric
|
|
1,707.4
|
|
|
1,785.5
|
|
|
1,660.8
|
|
|||
Other
|
|
3.5
|
|
|
4.4
|
|
|
16.2
|
|
|||
Total Operating Revenues
|
|
$
|
5,114.5
|
|
|
$
|
4,874.6
|
|
|
$
|
4,492.5
|
|
Year Ended December 31, 2018
(in millions)
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Corporate and Other
|
|
Total
|
||||||||
Customer Revenues
(1)
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
2,250.0
|
|
|
$
|
494.7
|
|
|
$
|
—
|
|
|
$
|
2,744.7
|
|
Commercial
|
751.9
|
|
|
492.7
|
|
|
—
|
|
|
1,244.6
|
|
||||
Industrial
|
228.0
|
|
|
613.6
|
|
|
—
|
|
|
841.6
|
|
||||
Off-system
|
92.4
|
|
|
—
|
|
|
—
|
|
|
92.4
|
|
||||
Miscellaneous
|
49.7
|
|
|
17.4
|
|
|
0.7
|
|
|
67.8
|
|
||||
Total Customer Revenues
|
$
|
3,372.0
|
|
|
$
|
1,618.4
|
|
|
$
|
0.7
|
|
|
$
|
4,991.1
|
|
Other Revenues
|
34.4
|
|
|
89.0
|
|
|
—
|
|
|
123.4
|
|
||||
Total Operating Revenues
|
$
|
3,406.4
|
|
|
$
|
1,707.4
|
|
|
$
|
0.7
|
|
|
$
|
5,114.5
|
|
(in millions)
|
Customer Accounts Receivable, Billed (less reserve)
(1)
|
|
Customer Accounts Receivable, Unbilled (less reserve)
(2)
|
||||
Balance as of December 31, 2017
|
$
|
477.0
|
|
|
$
|
378.6
|
|
Balance as of December 31, 2018
|
540.5
|
|
|
349.1
|
|
||
Increase (Decrease)
|
$
|
63.5
|
|
|
$
|
(29.5
|
)
|
Year Ended December 31,
(in thousands)
|
2017
|
|
2016
|
||
Denominator
|
|
|
|
||
Basic average common shares outstanding
|
329,388
|
|
|
321,805
|
|
Dilutive potential common shares:
|
|
|
|
||
Shares contingently issuable under employee stock plans
|
547
|
|
|
165
|
|
Shares restricted under stock plans
|
821
|
|
|
1,554
|
|
Diluted Average Common Shares
|
330,756
|
|
|
323,524
|
|
At December 31,
(in millions)
|
2018
|
|
2017
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Gas Distribution Utility
(1)
|
$
|
13,776.0
|
|
|
$
|
12,531.0
|
|
Electric Utility
(1)
|
8,374.2
|
|
|
7,403.8
|
|
||
Corporate
|
155.8
|
|
|
141.3
|
|
||
Construction Work in Process
|
474.8
|
|
|
950.5
|
|
||
Non-Utility and Other
(2)
|
38.7
|
|
|
623.3
|
|
||
Total Property, Plant and Equipment
|
$
|
22,819.5
|
|
|
$
|
21,649.9
|
|
Accumulated Depreciation and Amortization
|
|
|
|
||||
Gas Distribution Utility
(1)
|
$
|
(3,373.8
|
)
|
|
$
|
(3,227.8
|
)
|
Electric Utility
(1)
|
(3,809.5
|
)
|
|
(3,673.2
|
)
|
||
Corporate
|
(74.6
|
)
|
|
(52.6
|
)
|
||
Non-Utility and Other
(2)
|
(19.1
|
)
|
|
(336.8
|
)
|
||
Total Accumulated Depreciation and Amortization
|
$
|
(7,277.0
|
)
|
|
$
|
(7,290.4
|
)
|
Net Property, Plant and Equipment
|
$
|
15,542.5
|
|
|
$
|
14,359.5
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Electric Operations
(1)
|
2.9
|
%
|
|
3.4
|
%
|
|
3.3
|
%
|
Gas Distribution Operations
|
2.2
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
(in millions)
|
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Corporate and Other
|
|
Total
|
||||||||
Goodwill
|
|
$
|
1,690.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,690.7
|
|
(in millions)
|
2018
|
|
2017
|
|
||||
Beginning Balance
|
$
|
268.7
|
|
|
$
|
262.6
|
|
|
Accretion recorded as a regulatory asset/liability
|
11.1
|
|
|
10.3
|
|
|
||
Additions
|
63.3
|
|
(1)
|
2.4
|
|
|
||
Settlements
|
(5.9
|
)
|
|
(15.6
|
)
|
|
||
Change in estimated cash flows
|
14.8
|
|
(1)
|
9.0
|
|
(2)
|
||
Ending Balance
|
$
|
352.0
|
|
|
$
|
268.7
|
|
|
8.
|
Regulatory Matters
|
At December 31,
(in millions)
|
2018
|
|
2017
|
||||
Regulatory Assets
|
|
|
|
||||
Unrecognized pension and other postretirement benefit costs (see Note 11)
|
$
|
798.3
|
|
|
$
|
733.5
|
|
Deferred pension and other postretirement benefit costs (see Note 11)
|
74.1
|
|
|
70.7
|
|
||
Environmental costs (see Note 18-D)
|
61.5
|
|
|
63.4
|
|
||
Regulatory effects of accounting for income taxes (see Note 1-N and Note 10)
|
233.1
|
|
|
238.8
|
|
||
Under-recovered gas and fuel costs (see Note 1-K)
|
34.7
|
|
|
25.5
|
|
||
Depreciation
|
209.6
|
|
|
181.0
|
|
||
Post-in-service carrying charges
|
206.6
|
|
|
173.3
|
|
||
Safety activity costs
|
91.7
|
|
|
66.5
|
|
||
DSM programs
|
45.5
|
|
|
40.0
|
|
||
Bailly Generating Station
|
244.3
|
|
|
—
|
|
||
Other
|
238.1
|
|
|
208.5
|
|
||
Total Regulatory Assets
|
$
|
2,237.5
|
|
|
$
|
1,801.2
|
|
At December 31,
(in millions)
|
2018
|
|
2017
|
||||
Regulatory Liabilities
|
|
|
|
||||
Over-recovered gas and fuel costs (see Note 1-K)
|
$
|
32.0
|
|
|
$
|
27.6
|
|
Cost of removal (see Note 7)
|
1,076.0
|
|
|
1,096.8
|
|
||
Regulatory effects of accounting for income taxes (see Note 1-O and Note 10)
|
1,428.3
|
|
|
1,563.4
|
|
||
Deferred pension and other postretirement benefit costs (see Note 11)
|
62.7
|
|
|
59.0
|
|
||
Other
|
61.0
|
|
|
48.8
|
|
||
Total Regulatory Liabilities
|
$
|
2,660.0
|
|
|
$
|
2,795.6
|
|
•
|
Columbia of Ohio depreciation rates
. Prior to 2005, the PUCO-approved depreciation rates for rate-making 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
2018
had Columbia of Ohio not been subject to rate regulation is a cumulative
$806.8 million
,
$92.2 million
less than that reflected in rates. The resulting regulatory asset balance was
$39.5 million
and
$49.3 million
as of
December 31, 2018
and
2017
, 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, 2018
, depreciation of
$29.1 million
and
$76.0 million
was deferred for the respective programs. Depreciation deferral balances for the respective programs as of December 31, 2017 were $
26.5 million
and $
49.8 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 is discussed in "Additional Regulatory Matters," below.
|
•
|
NIPSCO ECRM.
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. The ECRM deferred charges represent expenses that will be recovered from customers through an annual ECRM Cost Tracker (ECT) which authorizes the collection of deferred balances over a six month period. Recovery of these costs will continue until such assets are included in rate base through an electric base rate case. Depreciation of $
14.4 million
and $
13.9 million
was deferred to a regulatory asset as of
December 31, 2018
and
2017
, 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 through the TDSIC tracker 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, 2018
and
2017
, depreciation of $
16.5 million
and $
10.3 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, 2018
and
2017
, Columbia of Ohio had deferred PISCC of $
197.1 million
and $
164.6 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, 2018
and
2017
, NIPSCO had deferred PISCC of $
9.5 million
and $
8.7 million
, respectively.
|
(in millions)
|
|
|
|
|
|
||||||
Company
|
Program
|
Incremental Revenue
|
Incremental Capital Investment
|
Investment Period
|
Filed
|
Status
|
Rates
Effective
|
||||
Columbia of Ohio
|
IRP - 2018
(1)
|
$
|
2.3
|
|
$
|
207.0
|
|
1/17-12/17
|
February 27, 2018
|
Approved
April 25, 2018 |
May 2018
|
NIPSCO - Gas
|
TDSIC 7
|
$
|
1.5
|
|
$
|
59.0
|
|
1/17-6/17
|
August 31, 2017
|
Approved
December 28, 2017 |
January 2018
|
NIPSCO - Gas
|
TDSIC 8
|
$
|
1.8
|
|
$
|
54.0
|
|
7/17-12/17
|
February 27, 2018
|
Approved
August 22, 2018 |
September 2018
|
NIPSCO - Gas
|
TDSIC 9
(1)(2)
|
$
|
(10.6
|
)
|
$
|
54.4
|
|
1/18 - 6/18
|
August 28, 2018
|
Approved
December 27, 2018 |
January 2019
|
NIPSCO - Gas
|
FMCA 1
|
$
|
9.9
|
|
$
|
1.5
|
|
11/17-9/18
|
November 30, 2018
|
Order Expected
Q1 2019 |
April 2019
|
Columbia of Massachusetts
|
GSEP - 2018
(1)(3)
|
$
|
6.5
|
|
$
|
80.0
|
|
1/18-12/18
|
October 31, 2017
|
Approved
April 30, 2018 |
May 2018
|
Columbia of Massachusetts
|
GSEP - 2019
(4)
|
$
|
10.7
|
|
$
|
64.0
|
|
1/19-12/19
|
October 31, 2018
|
Order expected
Q2 2019 |
May 2019
|
Columbia of Pennsylvania
|
DSIC - 2018
|
$
|
0.4
|
|
$
|
14.8
|
|
12/17-2/18
|
March 22, 2018
|
Approved
March 29, 2018 |
April 2018
|
Columbia of Pennsylvania
|
DSIC - 2018
|
$
|
0.9
|
|
$
|
31.8
|
|
3/18-5/18
|
June 20, 2018
|
Approved
June 28, 2018 |
July 2018
|
Columbia of Pennsylvania
|
DSIC - 2018
|
$
|
1.6
|
|
$
|
55.4
|
|
6/18-8/18
|
September 20, 2018
|
Approved
September 28, 2018 |
October 2018
|
Columbia of Virginia
|
SAVE - 2018
|
$
|
2.9
|
|
$
|
33.3
|
|
1/18-12/18
|
August 18, 2017
|
Approved
December 13, 2017 |
January 2018
|
Columbia of Virginia
|
SAVE - 2019
|
$
|
2.4
|
|
$
|
36.0
|
|
1/19-12/19
|
August 17, 2018
|
Approved
October 26, 2018 |
January 2019
|
Columbia of Kentucky
|
AMRP - 2018
|
$
|
4.5
|
|
$
|
24.0
|
|
1/18-12/18
|
October 13, 2017
|
Approved
December 22, 2017 |
January 2018
|
Columbia of Kentucky
|
AMRP - 2019
|
$
|
3.6
|
|
$
|
30.1
|
|
1/19-12/19
|
October 15, 2018
|
Approved
December 5, 2018 |
January 2019
|
Columbia of Maryland
|
STRIDE - 2018
|
$
|
1.2
|
|
$
|
20.8
|
|
1/18-12/18
|
November 1, 2017
|
Approved
December 20, 2017 |
January 2018
|
Columbia of Maryland
|
STRIDE - 2019
|
$
|
1.2
|
|
$
|
19.7
|
|
1/19-12/19
|
November 1, 2018
|
Approved
December 12, 2018 |
January 2019
|
NIPSCO - Electric
|
TDSIC - 3
|
$
|
(2.0
|
)
|
$
|
75.0
|
|
5/17-11/17
|
January 30, 2018
|
Approved
May 30, 2018 |
June 2018
|
NIPSCO - Electric
|
TDSIC - 4
(1)
|
$
|
(11.8
|
)
|
$
|
72.2
|
|
12/17-5/18
|
July 31, 2018
|
Approved
November 28, 2018 |
December 2018
|
NIPSCO - Electric
|
TDSIC - 5
(1)
|
$
|
15.9
|
|
$
|
58.8
|
|
6/18-11/18
|
January 29, 2019
|
Order Expected
Q2 2019 |
June 2019
|
NIPSCO - Electric
|
ECRM - 31
|
$
|
(2.1
|
)
|
$
|
2.9
|
|
6/17-12/17
|
January 31, 2018
|
Approved
April 25, 2018 |
May 2018
|
NIPSCO - Electric
|
ECRM - 32
|
$
|
1.0
|
|
$
|
—
|
|
1/18-6/18
|
July 31, 2018
|
Approved
October 11, 2018 |
November 2018
|
NIPSCO - Electric
|
FMCA - 8
|
$
|
1.3
|
|
$
|
4.4
|
|
4/17-9/17
|
November 1, 2017
|
Approved
January 31, 2018 |
February 2018
|
NIPSCO - Electric
|
FMCA - 9
|
$
|
4.1
|
|
$
|
90.2
|
|
10/17-3/18
|
April 27, 2018
|
Approved
July 25, 2018 |
August 2018
|
NIPSCO - Electric
|
FMCA - 10
|
$
|
2.2
|
|
$
|
45.7
|
|
4/18-8/18
|
October 18, 2018
|
Approved
January 29, 2019 |
February 2019
|
(in millions)
|
|
|
|
|
|||||
Company
|
Requested Incremental Revenue
|
Approved Incremental Revenue
|
Filed
|
Status
|
Rates
Effective
|
||||
NIPSCO - Gas
(1)
|
$
|
138.1
|
|
$
|
107.3
|
|
September 27, 2017
|
Approved
September 19, 2018 |
October 2018
|
Columbia of Massachusetts
|
$
|
24.1
|
|
N/A
|
|
April 13, 2018
|
Withdrawn
September 19, 2018 |
N/A
|
|
Columbia of Pennsylvania
|
$
|
46.9
|
|
$
|
26.0
|
|
March 16, 2018
|
Approved
December 6, 2018 |
December 2018
|
Columbia of Virginia
(2)
|
$
|
14.2
|
|
In process
|
|
August 28, 2018
|
Order expected
Second half of 2019 |
February 2019
|
|
Columbia of Maryland
|
$
|
4.6
|
|
$
|
2.2
|
|
April 13, 2018
|
Approved
November 21, 2018 |
November 2018
|
NIPSCO - Electric
|
$
|
21.4
|
|
In process
|
|
October 31, 2018
|
Order expected
Q3 2019 |
September 2019
|
9.
|
Risk Management Activities
|
December 31,
(in millions)
|
2018
|
|
2017
|
||||
Risk Management Assets - Current
(1)
|
|
|
|
||||
Interest rate risk programs
|
$
|
—
|
|
|
$
|
14.0
|
|
Commodity price risk programs
|
1.1
|
|
|
0.5
|
|
||
Total
|
$
|
1.1
|
|
|
$
|
14.5
|
|
Risk Management Assets - Noncurrent
(2)
|
|
|
|
||||
Interest rate risk programs
|
$
|
18.5
|
|
|
$
|
5.6
|
|
Commodity price risk programs
|
4.4
|
|
|
1.0
|
|
||
Total
|
$
|
22.9
|
|
|
$
|
6.6
|
|
Risk Management Liabilities - Current
|
|
|
|
||||
Interest rate risk programs
|
$
|
—
|
|
|
$
|
38.6
|
|
Commodity price risk programs
|
5.0
|
|
|
4.6
|
|
||
Total
|
$
|
5.0
|
|
|
$
|
43.2
|
|
Risk Management Liabilities - Noncurrent
|
|
|
|
||||
Interest rate risk programs
|
$
|
9.5
|
|
|
$
|
—
|
|
Commodity price risk programs
|
37.2
|
|
|
28.5
|
|
||
Total
|
$
|
46.7
|
|
|
$
|
28.5
|
|
Year Ended December 31,
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Income Taxes
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
8.2
|
|
|
7.8
|
|
|
(0.1
|
)
|
|||
Total Current
|
8.2
|
|
|
7.8
|
|
|
(0.1
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(209.4
|
)
|
|
302.7
|
|
|
165.6
|
|
|||
State
|
22.2
|
|
|
5.0
|
|
|
18.0
|
|
|||
Total Deferred
|
(187.2
|
)
|
|
307.7
|
|
|
183.6
|
|
|||
Deferred Investment Credits
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(1.4
|
)
|
|||
Income Taxes
|
$
|
(180.0
|
)
|
|
$
|
314.5
|
|
|
$
|
182.1
|
|
Year Ended December 31,
(in millions)
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Book income (loss) before income taxes
|
$
|
(230.6
|
)
|
|
|
|
$
|
443.0
|
|
|
|
|
$
|
513.6
|
|
|
|
|||
Tax expense (benefit) at statutory federal income tax rate
|
(48.4
|
)
|
|
21.0
|
%
|
|
155.0
|
|
|
35.0
|
%
|
|
179.8
|
|
|
35.0
|
%
|
|||
Increases (reductions) in taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State income taxes, net of federal income tax benefit
|
24.7
|
|
|
(10.7
|
)
|
|
6.9
|
|
|
1.5
|
|
|
11.3
|
|
|
2.2
|
|
|||
Amortization of regulatory liabilities
|
(29.3
|
)
|
|
12.7
|
|
|
(2.4
|
)
|
|
(0.5
|
)
|
|
(1.5
|
)
|
|
(0.3
|
)
|
|||
Charitable contribution carryover
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(0.3
|
)
|
|
2.8
|
|
|
0.5
|
|
|||
State regulatory proceedings
|
(127.8
|
)
|
|
55.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Remeasurement due to TCJA
|
—
|
|
|
—
|
|
|
161.1
|
|
|
36.4
|
|
|
—
|
|
|
—
|
|
|||
Employee stock ownership plan dividends and other compensation
|
(2.2
|
)
|
|
1.0
|
|
|
(6.5
|
)
|
|
(1.5
|
)
|
|
(9.5
|
)
|
|
(1.8
|
)
|
|||
Other adjustments
|
3.0
|
|
|
(1.3
|
)
|
|
1.6
|
|
|
0.4
|
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|||
Income Taxes
|
$
|
(180.0
|
)
|
|
78.1
|
%
|
|
$
|
314.5
|
|
|
71.0
|
%
|
|
$
|
182.1
|
|
|
35.5
|
%
|
At December 31,
(in millions)
|
2018
|
|
2017
|
||||
Deferred tax liabilities
|
|
|
|
||||
Accelerated depreciation and other property differences
|
$
|
2,458.0
|
|
|
$
|
2,260.7
|
|
Other regulatory assets
|
375.4
|
|
|
309.5
|
|
||
Total Deferred Tax Liabilities
|
2,833.4
|
|
|
2,570.2
|
|
||
Deferred tax assets
|
|
|
|
||||
Other regulatory liabilities and deferred investment tax credits (including TCJA)
|
365.5
|
|
|
406.0
|
|
||
Pension and other postretirement/postemployment benefits
|
157.5
|
|
|
136.7
|
|
||
Net operating loss carryforward and AMT credit carryforward
|
849.8
|
|
|
576.0
|
|
||
Environmental liabilities
|
24.4
|
|
|
24.0
|
|
||
Other accrued liabilities
|
37.5
|
|
|
37.2
|
|
||
Other, net
|
68.2
|
|
|
97.4
|
|
||
Total Deferred Tax Assets
|
1,502.9
|
|
|
1,277.3
|
|
||
Net Deferred Tax Liabilities
|
$
|
1,330.5
|
|
|
$
|
1,292.9
|
|
11.
|
Pension and Other Postretirement Benefits
|
|
Defined Benefit Pension Plan
|
|
Postretirement Benefit Plan
|
||||
Asset Category
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
Domestic Equities
|
12%
|
|
32%
|
|
0%
|
|
55%
|
International Equities
|
6%
|
|
16%
|
|
0%
|
|
25%
|
Fixed Income
|
59%
|
|
71%
|
|
20%
|
|
100%
|
Real Estate
|
0%
|
|
7%
|
|
0%
|
|
0%
|
Short-Term Investments/Other
|
0%
|
|
15%
|
|
0%
|
|
10%
|
|
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 Assets
|
|
December 31,
2018 |
|
Postretirement
Benefit Plan Assets |
|
December 31,
2018 |
||||||
Asset Class
(in millions)
|
Asset Value
|
|
% of Total Assets
|
|
Asset Value
|
|
% of Total Assets
|
||||||
Domestic Equities
|
$
|
355.5
|
|
|
19.0
|
%
|
|
$
|
78.8
|
|
|
36.4
|
%
|
International Equities
|
165.5
|
|
|
8.9
|
%
|
|
17.5
|
|
|
8.1
|
%
|
||
Fixed Income
|
1,241.9
|
|
|
66.5
|
%
|
|
115.1
|
|
|
53.2
|
%
|
||
Real Estate
|
52.7
|
|
|
2.8
|
%
|
|
—
|
|
|
—
|
|
||
Cash/Other
|
52.1
|
|
|
2.8
|
%
|
|
4.9
|
|
|
2.3
|
%
|
||
Total
|
$
|
1,867.7
|
|
|
100.0
|
%
|
|
$
|
216.3
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
|
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
|
%
|
(in millions)
|
December 31,
2018 |
|
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
|
$
|
9.2
|
|
|
$
|
8.8
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
||||||||
U.S. equities
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|
||||||||
Government
|
250.2
|
|
|
—
|
|
|
250.2
|
|
|
—
|
|
||||
Corporate
|
442.8
|
|
|
—
|
|
|
442.8
|
|
|
—
|
|
||||
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy
|
110.3
|
|
|
110.3
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
43.2
|
|
|
43.2
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
166.8
|
|
|
166.8
|
|
|
—
|
|
|
—
|
|
||||
Private equity limited partnerships
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy
(1)
|
18.5
|
|
|
—
|
|
|
—
|
|
|
18.5
|
|
||||
International multi-strategy
(2)
|
12.5
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
||||
Distressed opportunities
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Real estate
|
52.7
|
|
|
—
|
|
|
—
|
|
|
52.7
|
|
||||
Commingled funds
(3)
|
|
|
|
|
|
|
|
||||||||
Short-term money markets
|
18.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
U.S. equities
|
245.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
122.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
365.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pension plan assets subtotal
|
1,860.3
|
|
|
329.3
|
|
|
693.4
|
|
|
86.1
|
|
||||
Other postretirement benefit plan assets:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
|
|
|
|
|
|
|
||||||||
U.S. equities
|
68.4
|
|
|
68.4
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
17.5
|
|
|
17.5
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
114.8
|
|
|
114.8
|
|
|
—
|
|
|
—
|
|
||||
Commingled funds
(3)
|
|
|
|
|
|
|
|
||||||||
Short-term money markets
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
U.S. equities
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other postretirement benefit plan assets subtotal
|
216.3
|
|
|
200.7
|
|
|
—
|
|
|
—
|
|
||||
Due to brokers, net
(4)
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
||||
Accrued income/dividends
|
8.6
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
||||
Total pension and other postretirement benefit plan assets
|
$
|
2,084.1
|
|
|
$
|
538.6
|
|
|
$
|
692.3
|
|
|
$
|
86.1
|
|
|
Balance at
January 1,
2018
|
|
Total gains or
losses (unrealized
/ realized)
|
|
Purchases
|
|
(Sales)
|
|
Balance at
December 31, 2018
|
||||||||||
Private equity limited partnerships
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. multi-strategy
|
26.7
|
|
|
2.4
|
|
|
0.7
|
|
|
(11.3
|
)
|
|
18.5
|
|
|||||
International multi-strategy
|
19.1
|
|
|
(0.6
|
)
|
|
—
|
|
|
(6.0
|
)
|
|
12.5
|
|
|||||
Distressed opportunities
|
3.2
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||
Real estate
|
49.9
|
|
|
1.7
|
|
|
1.8
|
|
|
(0.7
|
)
|
|
52.7
|
|
|||||
Total
|
$
|
98.9
|
|
|
$
|
2.7
|
|
|
$
|
2.5
|
|
|
$
|
(18.0
|
)
|
|
$
|
86.1
|
|
(in millions)
|
Fair Value
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||
Commingled Funds
|
|
|
|
|
|
||
Short-term money markets
|
$
|
23.5
|
|
|
Daily
|
|
1 day
|
U.S. equities
|
255.6
|
|
|
Monthly
|
|
3 days
|
|
International equities
|
122.3
|
|
|
Monthly
|
|
10-30 days
|
|
Fixed income
|
365.7
|
|
|
Monthly
|
|
3 days
|
|
Total
|
$
|
767.1
|
|
|
|
|
|
(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 investment 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
|
|
|||||
Distress 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
|
|
14-30 days
|
|
Fixed income
|
244.9
|
|
|
Monthly
|
|
3 days
|
|
Total
|
$
|
1,032.3
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in projected benefit obligation
(1)
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
2,192.6
|
|
|
$
|
2,165.8
|
|
|
$
|
556.3
|
|
|
$
|
529.0
|
|
Service cost
|
31.3
|
|
|
30.0
|
|
|
5.0
|
|
|
4.8
|
|
||||
Interest cost
|
67.1
|
|
|
68.3
|
|
|
17.6
|
|
|
17.8
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
5.7
|
|
|
5.7
|
|
||||
Plan amendments
|
0.2
|
|
|
0.9
|
|
|
0.1
|
|
|
1.6
|
|
||||
Actuarial (gain) loss
|
(103.9
|
)
|
|
98.3
|
|
|
(51.7
|
)
|
|
36.2
|
|
||||
Settlement loss
|
0.8
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(206.8
|
)
|
|
(172.3
|
)
|
|
(41.1
|
)
|
|
(39.3
|
)
|
||||
Estimated benefits paid by incurred subsidy
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.5
|
|
||||
Projected benefit obligation at end of year
|
$
|
1,981.3
|
|
|
$
|
2,192.6
|
|
|
$
|
492.5
|
|
|
$
|
556.3
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
2,160.0
|
|
|
$
|
1,750.9
|
|
|
$
|
262.5
|
|
|
$
|
231.4
|
|
Actual (loss) return on plan assets
|
(88.4
|
)
|
|
299.1
|
|
|
(31.8
|
)
|
|
33.1
|
|
||||
Employer contributions
|
2.9
|
|
|
282.3
|
|
|
21.0
|
|
|
31.6
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
5.7
|
|
|
5.7
|
|
||||
Benefits paid
|
(206.8
|
)
|
|
(172.3
|
)
|
|
(41.1
|
)
|
|
(39.3
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
1,867.7
|
|
|
$
|
2,160.0
|
|
|
$
|
216.3
|
|
|
$
|
262.5
|
|
Funded Status at end of year
|
$
|
(113.6
|
)
|
|
$
|
(32.6
|
)
|
|
$
|
(276.2
|
)
|
|
$
|
(293.8
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
—
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
||||
Current liabilities
|
(3.0
|
)
|
|
(2.8
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
||||
Noncurrent liabilities
|
(110.6
|
)
|
|
(39.6
|
)
|
|
(275.4
|
)
|
|
(293.1
|
)
|
||||
Net amount recognized at end of year
(2)
|
$
|
(113.6
|
)
|
|
$
|
(32.6
|
)
|
|
$
|
(276.2
|
)
|
|
$
|
(293.8
|
)
|
Amounts recognized in accumulated other comprehensive income or regulatory asset/liability
(3)
|
|
|
|
|
|
|
|
||||||||
Unrecognized prior service credit
|
$
|
3.2
|
|
|
$
|
2.5
|
|
|
$
|
(19.0
|
)
|
|
$
|
(23.1
|
)
|
Unrecognized actuarial loss
|
761.2
|
|
|
692.9
|
|
|
75.3
|
|
|
84.2
|
|
||||
Net amount recognized at end of year
|
$
|
764.4
|
|
|
$
|
695.4
|
|
|
$
|
56.3
|
|
|
$
|
61.1
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Weighted-average assumptions to Determine Benefit Obligation
|
|
|
|
|
|
|
|
||||
Discount Rate
|
4.26
|
%
|
|
3.58
|
%
|
|
4.31
|
%
|
|
3.67
|
%
|
Rate of Compensation Increases
|
4.00
|
%
|
|
4.00
|
%
|
|
—
|
|
|
—
|
|
Health Care Trend Rates
|
|
|
|
|
|
|
|
||||
Trend for Next Year
|
—
|
|
|
—
|
|
|
8.48
|
%
|
|
8.52
|
%
|
Ultimate Trend
|
—
|
|
|
—
|
|
|
4.50
|
%
|
|
4.50
|
%
|
Year Ultimate Trend Reached
|
—
|
|
|
—
|
|
|
2026
|
|
|
2025
|
|
(in millions)
|
1% point increase
|
|
1% point decrease
|
||||
Effect on service and interest components of net periodic cost
|
$
|
1.3
|
|
|
$
|
(1.1
|
)
|
Effect on accumulated postretirement benefit obligation
|
25.0
|
|
|
(22.0
|
)
|
(in millions)
|
Pension Benefits
|
|
Other
Postretirement Benefits |
|
Federal
Subsidy Receipts |
||||||
Year(s)
|
|
|
|
|
|
||||||
2019
|
$
|
177.4
|
|
|
$
|
34.3
|
|
|
$
|
0.5
|
|
2020
|
176.0
|
|
|
35.0
|
|
|
0.5
|
|
|||
2021
|
176.5
|
|
|
35.7
|
|
|
0.5
|
|
|||
2022
|
174.4
|
|
|
36.0
|
|
|
0.4
|
|
|||
2023
|
166.5
|
|
|
35.8
|
|
|
0.4
|
|
|||
2024-2028
|
748.7
|
|
|
171.8
|
|
|
1.7
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Components of Net Periodic Benefit Cost
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
31.3
|
|
|
$
|
30.0
|
|
|
$
|
30.7
|
|
|
$
|
5.0
|
|
|
$
|
4.8
|
|
|
$
|
5.0
|
|
Interest cost
|
67.1
|
|
|
68.3
|
|
|
89.7
|
|
|
17.6
|
|
|
17.8
|
|
|
22.0
|
|
||||||
Expected return on assets
|
(142.3
|
)
|
|
(123.1
|
)
|
|
(132.9
|
)
|
|
(14.9
|
)
|
|
(15.9
|
)
|
|
(17.2
|
)
|
||||||
Amortization of prior service cost (credit)
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
(4.0
|
)
|
|
(4.4
|
)
|
|
(4.9
|
)
|
||||||
Recognized actuarial loss
|
40.6
|
|
|
52.9
|
|
|
61.2
|
|
|
3.8
|
|
|
3.0
|
|
|
3.1
|
|
||||||
Settlement loss
|
18.5
|
|
|
13.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Net Periodic Benefits Cost
|
$
|
14.8
|
|
|
$
|
41.1
|
|
|
$
|
48.5
|
|
|
$
|
7.5
|
|
|
$
|
5.3
|
|
|
$
|
8.0
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average Assumptions to Determine Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate - service cost
(1)
|
3.79
|
%
|
|
4.40
|
%
|
|
4.24
|
%
|
|
3.89
|
%
|
|
4.58
|
%
|
|
4.33
|
%
|
Discount rate - interest cost
(1)
|
3.15
|
%
|
|
3.31
|
%
|
|
4.24
|
%
|
|
3.27
|
%
|
|
3.48
|
%
|
|
4.33
|
%
|
Expected Long-Term Rate of Return on Plan Assets
|
7.00
|
%
|
|
7.25
|
%
|
|
8.00
|
%
|
|
5.80
|
%
|
|
6.99
|
%
|
|
7.85
|
%
|
Rate of Compensation Increases
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Other Changes in Plan Assets and Projected Benefit Obligations Recognized in Other Comprehensive Income or Regulatory Asset or Liability
|
|
|
|
|
|
|
|
||||||||
Net prior service cost
|
$
|
0.2
|
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
1.6
|
|
Net actuarial loss (gain)
|
127.5
|
|
|
(76.1
|
)
|
|
(5.0
|
)
|
|
18.9
|
|
||||
Settlements
|
(18.5
|
)
|
|
(13.7
|
)
|
|
—
|
|
|
—
|
|
||||
Less: amortization of prior service cost
|
0.4
|
|
|
0.7
|
|
|
4.0
|
|
|
4.4
|
|
||||
Less: amortization of net actuarial loss
|
(40.6
|
)
|
|
(52.9
|
)
|
|
(3.8
|
)
|
|
(3.0
|
)
|
||||
Total Recognized in Other Comprehensive Income or Regulatory Asset or Liability
|
$
|
69.0
|
|
|
$
|
(141.1
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
21.9
|
|
Amount Recognized in Net Periodic Benefits Cost and Other Comprehensive Income or Regulatory Asset or Liability
|
$
|
83.8
|
|
|
$
|
(100.0
|
)
|
|
$
|
2.8
|
|
|
$
|
27.2
|
|
12.
|
Equity
|
Year Ending December 31,
|
2018
|
|
2017
|
|
2016
|
||||||
Number of shares issued
|
8,883,014
|
|
|
11,931,376
|
|
|
—
|
|
|||
Average price per share
|
$
|
26.85
|
|
|
$
|
26.58
|
|
|
$
|
—
|
|
Proceeds, net of fees (
in millions)
|
$
|
232.5
|
|
|
$
|
314.7
|
|
|
$
|
—
|
|
13.
|
Share-Based Compensation
|
(shares)
|
Restricted Stock
Units
|
|
Weighted Average
Award Date Fair
Value Per Unit ($)
|
||
Non-vested at December 31, 2017
|
698,126
|
|
|
15.09
|
|
Granted
|
158,689
|
|
|
21.94
|
|
Forfeited
|
(6,890
|
)
|
|
21.42
|
|
Vested
|
(671,247
|
)
|
|
14.91
|
|
Non-vested at December 31, 2018
|
178,678
|
|
|
21.82
|
|
(shares)
|
Performance
Awards
|
|
Weighted Average
Grant Date Fair
Value Per Unit ($)
(1)
|
||
Non-vested at December 31, 2017
|
1,184,773
|
|
|
19.52
|
|
Granted
|
514,338
|
|
|
22.51
|
|
Forfeited
|
(64,393
|
)
|
|
26.79
|
|
Vested
|
—
|
|
|
—
|
|
Non-vested at December 31, 2018
|
1,634,718
|
|
|
20.45
|
|
14.
|
Long-Term Debt
|
Long-term debt type
|
Maturity as of December 31,
2018 |
Weighted average interest rate (%)
|
|
Outstanding balance as of December 31,
(in millions)
|
|||||||
|
2018
|
|
2017
|
||||||||
Senior notes:
|
|
|
|
|
|
|
|||||
NiSource
|
March 2018
|
6.40
|
%
|
|
—
|
|
|
275.1
|
|
||
NiSource
|
January 2019
|
6.80
|
%
|
|
—
|
|
|
255.1
|
|
||
NiSource
|
September 2020
|
5.45
|
%
|
|
—
|
|
|
325.1
|
|
||
NiSource
|
December 2021
|
4.45
|
%
|
|
63.6
|
|
|
63.6
|
|
||
NiSource
|
March 2022
|
6.13
|
%
|
|
—
|
|
|
180.0
|
|
||
NiSource
|
November 2022
|
2.65
|
%
|
|
500.0
|
|
|
500.0
|
|
||
NiSource
|
February 2023
|
3.85
|
%
|
|
250.0
|
|
|
250.0
|
|
||
NiSource
|
June 2023
|
3.65
|
%
|
|
350.0
|
|
|
—
|
|
||
NiSource
|
November 2025
|
5.89
|
%
|
|
265.0
|
|
|
265.0
|
|
||
NiSource
|
May 2027
|
3.49
|
%
|
|
1,000.0
|
|
|
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
|
|
|
1,000.0
|
|
||
NiSource
|
March 2048
|
3.95
|
%
|
|
750.0
|
|
|
750.0
|
|
||
Total senior notes
|
|
|
|
$
|
6,831.6
|
|
|
$
|
7,516.9
|
|
|
Medium term notes:
|
|
|
|
|
|
|
|||||
NiSource
|
April 2022 to May 2027
|
7.99
|
%
|
|
$
|
49.0
|
|
|
$
|
49.0
|
|
NIPSCO
|
August 2022 to August 2027
|
7.61
|
%
|
|
68.0
|
|
|
68.0
|
|
||
Columbia of Massachusetts
|
December 2025 to February 2028
|
6.30
|
%
|
|
40.0
|
|
|
40.0
|
|
||
Total medium term notes
|
|
|
|
$
|
157.0
|
|
|
$
|
157.0
|
|
|
Capital leases:
|
|
|
|
|
|
|
|||||
NIPSCO
|
May 2018
|
3.95
|
%
|
|
$
|
—
|
|
|
$
|
3.8
|
|
NiSource Corporate Services
|
January 2019 to October 2022
|
3.68
|
%
|
|
11.6
|
|
|
1.4
|
|
||
Columbia of Ohio
|
October 2021 to June 2038
|
6.33
|
%
|
|
91.5
|
|
|
88.5
|
|
||
Columbia of Virginia
|
July 2029 to December 2037
|
7.12
|
%
|
|
15.2
|
|
|
5.2
|
|
||
Columbia of Kentucky
|
May 2027
|
3.79
|
%
|
|
0.3
|
|
|
0.4
|
|
||
Columbia of Pennsylvania
|
August 2027 to June 2036
|
5.42
|
%
|
|
30.0
|
|
|
31.0
|
|
||
Columbia of Massachusetts
|
December 2033 to November 2043
|
5.48
|
%
|
|
45.7
|
|
|
22.8
|
|
||
Total capital leases
|
|
|
|
194.3
|
|
|
153.1
|
|
|||
Pollution control bonds - NIPSCO
|
April 2019
|
5.85
|
%
|
|
41.0
|
|
|
41.0
|
|
||
Unamortized issuance costs and discounts
|
|
|
|
(68.5
|
)
|
|
$
|
(71.5
|
)
|
||
Total Long-Term Debt
|
|
|
|
$
|
7,155.4
|
|
|
$
|
7,796.5
|
|
•
|
On March 15, 2018, we redeemed
$275.1 million
of
6.40%
senior unsecured notes at maturity.
|
•
|
In June 2018, we executed a tender offer for
$209.0 million
of outstanding notes consisting of a combination of our
6.80%
notes due 2019,
5.45%
notes due 2020, and
6.125%
notes due 2022. In conjunction with the debt retired, we recorded a
$12.5 million
loss on early extinguishment of long-term debt, primarily attributable to early redemption premiums.
|
•
|
On June 11, 2018, we closed our private placement of
$350.0 million
of
3.65%
senior unsecured notes maturing in 2023 which resulted in approximately
$346.6 million
of net proceeds after deducting commissions and expenses. We used the net proceeds from this private placement to pay a portion of the redemption price for the notes subject to the tender offer described above.
|
•
|
In July 2018, we redeemed
$551.1 million
of outstanding notes representing the remainder of our
6.80%
notes due 2019,
5.45%
notes due 2020 and
6.125%
notes due 2022. During the third quarter of 2018, we recorded a
$33.0
million loss on early extinguishment of long-term debt, primarily attributable to early redemption premiums.
|
•
|
On March 27, 2017, we redeemed
$30.0 million
of
7.86%
and
$2.0 million
of
7.85%
medium-term notes at maturity.
|
•
|
On April 3, 2017, we 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, we closed our placement of
$2.0 billion
in aggregate principal amount of our 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, we 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, we executed a tender offer for
$990.7 million
of outstanding notes consisting of a combination of our
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, we 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, we closed our placement of
$750.0 million
of
3.95%
senior notes due 2048. Related to this placement, we 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, we redeemed
$210.4 million
of
5.25%
senior unsecured notes at maturity.
|
•
|
On November 17, 2017, we closed our 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, we 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.
|
15.
|
Short-Term Borrowings
|
At December 31,
(in millions)
|
2018
|
|
2017
|
||||
Commercial Paper weighted average interest rate of 2.96
%
and 1.97% at December 31, 2018 and 2017, respectively.
|
$
|
978.0
|
|
|
$
|
869.0
|
|
Accounts receivable securitization facility borrowings
|
399.2
|
|
|
336.7
|
|
||
Term loan weighted-average interest rate of 3.07% at December 31, 2018
|
600.0
|
|
|
—
|
|
||
Total Short-Term Borrowings
|
$
|
1,977.2
|
|
|
$
|
1,205.7
|
|
16.
|
Fair Value
|
Recurring Fair Value Measurements
December 31, 2018 (
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, 2018
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Risk management assets
|
$
|
—
|
|
|
$
|
24.0
|
|
|
$
|
—
|
|
|
$
|
24.0
|
|
Available-for-sale securities
|
—
|
|
|
138.3
|
|
|
—
|
|
|
138.3
|
|
||||
Total
|
$
|
—
|
|
|
$
|
162.3
|
|
|
$
|
—
|
|
|
$
|
162.3
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Risk management liabilities
|
$
|
—
|
|
|
$
|
51.7
|
|
|
$
|
—
|
|
|
$
|
51.7
|
|
Total
|
$
|
—
|
|
|
$
|
51.7
|
|
|
$
|
—
|
|
|
$
|
51.7
|
|
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
|
|
December 31, 2018
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury debt securities
|
$
|
23.6
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
23.6
|
|
Corporate/Other debt securities
|
117.7
|
|
|
0.4
|
|
|
(3.4
|
)
|
|
114.7
|
|
||||
Total
|
$
|
141.3
|
|
|
$
|
0.5
|
|
|
$
|
(3.5
|
)
|
|
$
|
138.3
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
At December 31,
(in millions)
|
Carrying
Amount
2018
|
|
Estimated
Fair Value
2018
|
|
Carrying
Amount
2017
|
|
Estimated
Fair Value
2017
|
||||||||
Long-term debt (including current portion)
|
$
|
7,155.4
|
|
|
$
|
7,228.3
|
|
|
$
|
7,796.5
|
|
|
$
|
8,603.4
|
|
17.
|
Transfers of Financial Assets
|
At December 31,
(in millions)
|
2018
|
|
2017
|
||||
Gross Receivables
|
$
|
694.4
|
|
|
$
|
635.3
|
|
Less: Receivables not transferred
|
295.2
|
|
|
298.6
|
|
||
Net receivables transferred
|
$
|
399.2
|
|
|
$
|
336.7
|
|
Short-term debt due to asset securitization
|
$
|
399.2
|
|
|
$
|
336.7
|
|
(in millions)
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After
|
||||||||||||||
Long-term debt
(1)
|
$
|
7,029.6
|
|
|
$
|
41.0
|
|
|
$
|
—
|
|
|
$
|
63.6
|
|
|
$
|
530.0
|
|
|
$
|
600.0
|
|
|
$
|
5,795.0
|
|
Capital leases
(2)
|
322.4
|
|
|
23.0
|
|
|
22.5
|
|
|
22.6
|
|
|
22.1
|
|
|
19.8
|
|
|
212.4
|
|
|||||||
Interest payments on long-term debt
|
6,311.7
|
|
|
319.8
|
|
|
318.6
|
|
|
318.6
|
|
|
315.0
|
|
|
289.0
|
|
|
4,750.7
|
|
|||||||
Operating leases
(3)
|
45.9
|
|
|
11.0
|
|
|
7.3
|
|
|
6.1
|
|
|
4.2
|
|
|
2.8
|
|
|
14.5
|
|
|||||||
Energy commodity contracts
|
154.3
|
|
|
99.2
|
|
|
55.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Service obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Pipeline service obligations
|
3,566.7
|
|
|
592.3
|
|
|
487.7
|
|
|
450.5
|
|
|
437.5
|
|
|
260.8
|
|
|
1,337.9
|
|
|||||||
IT service obligations
|
211.0
|
|
|
68.3
|
|
|
60.0
|
|
|
47.1
|
|
|
35.6
|
|
|
—
|
|
|
—
|
|
|||||||
Other service obligations
|
86.7
|
|
|
33.5
|
|
|
43.6
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other liabilities
|
24.2
|
|
|
24.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
17,752.5
|
|
|
$
|
1,212.3
|
|
|
$
|
994.8
|
|
|
$
|
918.1
|
|
|
$
|
1,344.4
|
|
|
$
|
1,172.4
|
|
|
$
|
12,110.5
|
|
(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, 2016
|
$
|
(0.5
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
(35.1
|
)
|
Other comprehensive loss 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 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 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
|
)
|
Other comprehensive income (loss) before reclassifications
|
(3.0
|
)
|
|
55.8
|
|
|
(4.4
|
)
|
|
48.4
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
0.4
|
|
|
(33.1
|
)
|
|
—
|
|
|
(32.7
|
)
|
||||
Net current-period other comprehensive income (loss)
|
(2.6
|
)
|
|
22.7
|
|
|
(4.4
|
)
|
|
15.7
|
|
||||
Reclassification due to adoption of ASU 2018-02 (Refer to Note 2)
|
—
|
|
|
(6.3
|
)
|
|
(3.2
|
)
|
|
(9.5
|
)
|
||||
Balance as of December 31, 2018
|
$
|
(2.4
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
(21.8
|
)
|
|
$
|
(37.2
|
)
|
20.
|
Other, Net
|
Year Ended December 31,
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest Income
|
$
|
6.6
|
|
|
$
|
4.6
|
|
|
$
|
3.4
|
|
AFUDC Equity
|
14.2
|
|
|
12.6
|
|
|
11.6
|
|
|||
Charitable Contributions
(1)
|
(45.3
|
)
|
|
(19.9
|
)
|
|
(4.5
|
)
|
|||
Pension and other postretirement non-service cost
(2)
|
18.0
|
|
|
(10.6
|
)
|
|
(7.9
|
)
|
|||
Interest rate swap settlement gain
(3)
|
46.2
|
|
|
—
|
|
|
—
|
|
|||
Miscellaneous
|
3.8
|
|
|
(0.2
|
)
|
|
(5.6
|
)
|
|||
Total Other, net
|
$
|
43.5
|
|
|
$
|
(13.5
|
)
|
|
$
|
(3.0
|
)
|
21.
|
Interest Expense, Net
|
Year Ended December 31,
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest on long-term debt
|
$
|
342.2
|
|
|
$
|
354.8
|
|
|
$
|
352.3
|
|
Interest on short-term borrowings
|
31.8
|
|
|
14.9
|
|
|
9.2
|
|
|||
Debt discount/cost amortization
|
7.7
|
|
|
7.2
|
|
|
7.6
|
|
|||
Accounts receivable securitization fees
|
2.6
|
|
|
2.5
|
|
|
2.3
|
|
|||
Allowance for borrowed funds used and interest capitalized during construction
|
(9.1
|
)
|
|
(6.2
|
)
|
|
(5.6
|
)
|
|||
Debt-based post-in-service carrying charges
|
(35.0
|
)
|
|
(36.4
|
)
|
|
(35.1
|
)
|
|||
Other
|
13.1
|
|
|
16.4
|
|
|
18.8
|
|
|||
Total Interest Expense, net
|
$
|
353.3
|
|
|
$
|
353.2
|
|
|
$
|
349.5
|
|
22.
|
Segments of Business
|
Year Ended December 31,
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Income (Loss)
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
(254.1
|
)
|
|
$
|
550.1
|
|
|
$
|
569.7
|
|
Electric Operations
|
386.1
|
|
|
367.4
|
|
|
301.3
|
|
|||
Corporate and Other
|
(7.3
|
)
|
|
3.7
|
|
|
(4.9
|
)
|
|||
Consolidated Operating Income
|
$
|
124.7
|
|
|
$
|
921.2
|
|
|
$
|
866.1
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
301.0
|
|
|
$
|
269.3
|
|
|
$
|
252.9
|
|
Electric Operations
|
262.9
|
|
|
277.8
|
|
|
274.5
|
|
|||
Corporate and Other
|
35.7
|
|
|
23.2
|
|
|
19.7
|
|
|||
Consolidated Depreciation and Amortization
|
$
|
599.6
|
|
|
$
|
570.3
|
|
|
$
|
547.1
|
|
Assets
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
13,527.0
|
|
|
$
|
12,048.8
|
|
|
$
|
11,096.4
|
|
Electric Operations
|
5,735.2
|
|
|
5,478.6
|
|
|
5,233.3
|
|
|||
Corporate and Other
|
2,541.8
|
|
|
2,434.3
|
|
|
2,362.2
|
|
|||
Consolidated Assets
|
$
|
21,804.0
|
|
|
$
|
19,961.7
|
|
|
$
|
18,691.9
|
|
Capital Expenditures
(1)
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
1,315.3
|
|
|
$
|
1,125.6
|
|
|
$
|
1,054.4
|
|
Electric Operations
|
499.3
|
|
|
592.4
|
|
|
420.6
|
|
|||
Corporate and Other
|
—
|
|
|
35.8
|
|
|
15.4
|
|
|||
Consolidated Capital Expenditures
|
$
|
1,814.6
|
|
|
$
|
1,753.8
|
|
|
$
|
1,490.4
|
|
23.
|
Quarterly Financial Data (Unaudited)
|
(in millions, except per share data)
|
First
Quarter
(1)
|
|
Second
Quarter
(2)
|
|
Third
Quarter
(3)
|
|
Fourth
Quarter
(4)
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Operating Revenues
|
$
|
1,750.8
|
|
|
$
|
1,007.0
|
|
|
$
|
895.0
|
|
|
$
|
1,461.7
|
|
Operating Income (Loss)
|
400.6
|
|
|
118.4
|
|
|
(315.9
|
)
|
|
(78.4
|
)
|
||||
Net Income (Loss)
|
276.1
|
|
|
24.5
|
|
|
(339.5
|
)
|
|
(11.7
|
)
|
||||
Preferred Dividends
|
—
|
|
|
(1.3
|
)
|
|
(5.6
|
)
|
|
(8.1
|
)
|
||||
Net Income (Loss) Available to Common Shareholders
|
276.1
|
|
|
23.2
|
|
|
(345.1
|
)
|
|
(19.8
|
)
|
||||
Earnings (Loss) Per Share
|
|
|
|
|
|
|
|
||||||||
Basic Earnings (Loss) Per Share
|
$
|
0.82
|
|
|
$
|
0.07
|
|
|
$
|
(0.95
|
)
|
|
$
|
(0.05
|
)
|
Diluted Earnings (Loss) Per Share
|
$
|
0.81
|
|
|
$
|
0.07
|
|
|
$
|
(0.95
|
)
|
|
$
|
(0.05
|
)
|
2017
|
|
|
|
|
|
|
|
||||||||
Operating Revenues
|
$
|
1,598.6
|
|
|
$
|
990.7
|
|
|
$
|
917.0
|
|
|
$
|
1,368.3
|
|
Operating Income
|
415.4
|
|
|
124.0
|
|
|
111.2
|
|
|
270.6
|
|
||||
Net Income (Loss)
|
211.3
|
|
|
(44.4
|
)
|
|
14.0
|
|
|
(52.4
|
)
|
||||
Earnings (Loss) Per Share
|
|
|
|
|
|
|
|
||||||||
Basic Earnings (Loss) Per Share
|
$
|
0.65
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.16
|
)
|
Diluted Earnings (Loss) Per Share
|
$
|
0.65
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.16
|
)
|
Year Ended December 31,
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Capital expenditures included in current liabilities
|
$
|
152.0
|
|
|
$
|
173.0
|
|
|
$
|
125.3
|
|
Assets acquired under a capital lease
|
54.6
|
|
|
11.5
|
|
|
4.0
|
|
|||
Reclassification of other property to regulatory assets
(1)
|
245.3
|
|
|
—
|
|
|
—
|
|
|||
Assets recorded for asset retirement obligations
(2)
|
78.1
|
|
|
11.4
|
|
|
6.9
|
|
|||
Schedule of interest and income taxes paid:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized amounts
|
$
|
354.2
|
|
|
$
|
339.9
|
|
|
$
|
337.8
|
|
Cash paid for income taxes, net of refunds
|
3.3
|
|
|
5.5
|
|
|
8.0
|
|
Twelve months ended December 31, 2018
|
||||||||||||||||||||
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
($ in millions)
|
Balance Jan. 1, 2018
|
|
Charged to Costs and Expenses
|
|
Charged to Other Account
(1)
|
|
|
Deductions for Purposes for which Reserves were Created
|
|
Balance Dec. 31, 2018
|
||||||||||
Reserves Deducted in Consolidated Balance Sheet from Assets to Which They Apply:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for accounts receivable
|
$
|
18.3
|
|
|
$
|
20.2
|
|
|
$
|
43.7
|
|
|
|
$
|
61.1
|
|
|
$
|
21.1
|
|
Reserve for other investments
|
3.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|
Page
|
EXHIBIT
NUMBER
|
DESCRIPTION OF ITEM
|
|
|
(1.1)
|
Form of Equity Distribution Agreement (incorporated by reference to
Exhibit 1.1 to the NiSource Inc. Form 8-K
filed on November 1, 2018).
|
|
|
(1.2)
|
Form of Master Forward Sale Confirmation (incorporated by reference to
Exhibit 1.2 to the NiSource Inc. Form 8-K
filed on November 1, 2018).
|
|
|
(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 8-K
filed on January 26, 2018).
|
|
|
(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).
|
|
|
(3.3)
|
Certificate of Designations of 5.65% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to
Exhibit 3.1 of the NiSource Inc. Form 8-K
filed on June 12, 2018).
|
|
|
(3.4)
|
Form of Certificate of Designations of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to
Exhibit 3.1 of the NiSource Inc. Form 8-K
filed on November 29, 2018).
|
|
|
(3.5)
|
Certificate of Designations of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to
Exhibit 3.1 of the NiSource Inc. Form 8-K
filed on December 6, 2018).
|
|
|
(3.6)
|
Certificate of Designations of Series B-1 Preferred Stock (incorporated by reference to
Exhibit 3.1 to the NiSource Inc. Form 8-K
filed on December 27, 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).
|
|
|
(4.12)
|
Second Supplemental Indenture, dated as of February 12, 2018, between Northern Indiana Public Service Company and The Bank of New York Mellon, solely as successor trustee under the Indenture dated as of March 1, 1988 between the Company and Manufacturers Hanover Trust Company, as original trustee. (incorporated by reference to
Exhibit 4.1 to the NiSource Inc. Form 10-Q
filed on May 2, 2018).
|
|
|
(4.13)
|
Third Supplemental Indenture, dated as of June 11, 2018, by and between NiSource Inc. and The Bank of New York Mellon, as trustee (including form of 3.650% Notes due 2023) (incorporated by reference to
Exhibit 4.1 of the NiSource Inc. Form 8-K
filed on June 12, 2018).
|
|
|
(4.14)
|
Deposit Agreement, dated as of December 5, 2018, among NiSource, Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to
Exhibit 4.1 of the NiSource Inc. Form 8-K
filed on December 6, 2018).
|
|
|
(4.15)
|
Form of Depositary Receipt
(incorporated by reference to
Exhibit 4.1 of the NiSource Inc. Form 8-K
filed on December 6, 2018).
|
|
|
(4.16)
|
Amended and Restated Deposit Agreement, dated as of December 27, 2018, among NiSource, Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to
Exhibit 4.1 to the NiSource Inc. Form 8-K
filed on December 27, 2018).
|
|
|
(4.17)
|
Form of Depositary Receipt (incorporated by reference to
Exhibit 4.1 to the NiSource Inc. Form 8-K
filed on December 27, 2018).
|
|
|
(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)
|
Form of Performance Share Award Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.33 to the NiSource Form 10-K
filed on February 20, 2018).*
|
|
|
(10.34)
|
Form of Restricted Stock Unit Award Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.34 to the NiSource Form 10-K
filed on February 20, 2018).*
|
|
|
(10.35)
|
Term Loan Agreement dated as of April 18, 2018 among NiSource Inc., as borrower, the lenders party thereto and MUFG Bank, Ltd., as administrative agent and as sole lead arranger and sole bookrunner (incorporated by reference to
Exhibit 10.1 of the NiSource Inc. Form 8-K
filed on April 19, 2018).
|
|
|
(10.36)
|
Common Stock Subscription Agreement, dated as of May 2, 2018, by and among NiSource Inc. and the purchasers named therein (incorporated by reference to
Exhibit 10.1 of the NiSource Inc. Form 8-K
filed on May 2, 2018).
|
|
|
(10.37)
|
Registration Rights Agreement, dated as of May 2, 2018, by and among NiSource Inc. and the purchasers named therein (incorporated by reference to
Exhibit 10.2 of the NiSource Inc. Form 8-K
filed on May 2, 2018).
|
|
|
(10.38)
|
Purchase Agreement, dated as of June 6, 2018, by and among NiSource Inc. and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives, relating to the 5.650% Series A Preferred Stock (incorporated by reference to
Exhibit 10.1 of the NiSource Inc. Form 8-K
filed on June 12, 2018).
|
|
|
(10.39)
|
Purchase Agreement, dated as of June 6, 2018, by and among NiSource Inc. and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives, relating to the 3.650% Notes due 2023 (incorporated by reference to
Exhibit 10.2 of the NiSource Inc. Form 8-K
filed on June 12, 2018).
|
|
|
(10.40)
|
Registration Rights Agreement, dated as of June 11, 2018, by and among NiSource Inc. and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives, relating to the 5.650% Series A Preferred Stock (incorporated by reference to
Exhibit 10.3 of the NiSource Inc. Form 8-K
filed on June 12, 2018).
|
|
|
(10.41)
|
Registration Rights Agreement, dated as of June 11, 2018, by and among NiSource Inc. and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives, relating to the 3.650% Notes due 2023 (incorporated by reference to
Exhibit 10.4 of the NiSource Inc. Form 8-K
filed on June 12, 2018).
|
|
|
(10.42)
|
Amended and Restated NiSource Inc. Supplemental Executive Retirement Plan effective August 10, 2017 (incorporated by reference to
Exhibit 10.1 of the NiSource Inc. Form 10-Q
filed on November 1, 2018).
|
|
|
(10.43)
|
Amended and Restated Pension Restoration Plan for NiSource Inc. and Affiliates effective August 10, 2017 (incorporated by reference to
Exhibit 10.2 of the NiSource Inc. Form 10-Q
filed on November 1, 2018).
|
|
|
(10.44)
|
Amended Restated Savings Restoration Plan for NiSource Inc. and Affiliates effective August 10, 2017 (incorporated by reference to
Exhibit 10.3 of the NiSource Inc. Form 10-Q
filed on November 1, 2018).
|
|
|
(10.45)
|
|
|
|
(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, 2019
|
By:
|
/s/ JOSEPH HAMROCK
|
|
|
Joseph Hamrock
|
|
|
President, Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
/s/
|
JOSEPH HAMROCK
|
|
President, Chief
|
Date: February 20, 2019
|
|
|
|
Joseph Hamrock
|
|
Executive Officer and Director
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
/s/
|
DONALD E. BROWN
|
|
Executive Vice President and
|
Date: February 20, 2019
|
|
|
|
Donald E. Brown
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
/s/
|
JOSEPH W. MULPAS
|
|
Vice President and
|
Date: February 20, 2019
|
|
|
|
Joseph W. Mulpas
|
|
Chief Accounting Officer
(Principal Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
/s/
|
RICHARD L. THOMPSON
|
|
Chairman and Director
|
Date: February 20, 2019
|
|
|
|
Richard L. Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
PETER A. ALTABEF
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Peter A. Altabef
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
THEODORE H. BUNTING, JR.
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Theodore H. Bunting
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
ERIC L. BUTLER
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Eric L. Butler
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
ARISTIDES S. CANDRIS
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Aristides S. Candris
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
WAYNE S. DEVEYDT
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Wayne S. DeVeydt
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
DEBORAH A. HENRETTA
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Deborah A. Henretta
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
MICHAEL E. JESANIS
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Michael E. Jesanis
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
KEVIN T. KABAT
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Kevin T. Kabat
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
CAROLYN Y. WOO
|
|
Director
|
Date: February 20, 2019
|
|
|
|
Carolyn Y. Woo
|
|
|
|
(a)
|
General
. Subject to the remainder of this Agreement, the Performance Shares shall vest pursuant to the terms of this Agreement and the Plan based on the achievement of the performance goals set forth in this
Section 2
over the performance period beginning on _________________ and ending on _________________ (the “
Performance Period
”), provided (i) that that the Grantee remains in continuous Service through _________________ (the “
Vesting Date
”) and (ii) the Company achieves the threshold cumulative NOEPS goal set forth in
Section 2(b)
. Attainment of the performance goals shall be determined and certified by the Compensation Committee of the Board of Directors of the Company (the “Committee”) prior to the settlement of the Performance Shares.
|
(b)
|
Financial Performance Goal
. Subject to the terms of this Agreement and the Plan, _________________shall be eligible to vest based on the Company’s achievement of cumulative NOEPS during the Performance Period, as follows:
|
Performance Level(1)
|
Cumulative NOEPS
|
Percentage of Performance Shares that Shall Vest(2)
|
Threshold
|
$________
|
____________
|
Target
|
$________
|
____________
|
Maximum
|
$_______and above
|
____________
|
(1)
|
The vesting percentage for performance between performance levels shall be determined based on linear interpolation.
|
(2)
|
The number of Performance Shares that shall vest based on the Company’s cumulative NOEPS performance shall be subject to a performance modifier of +/- 25% based on the Company’s RTSR over the Performance Period, with such Performance Shares (i) increasing by 25% if the Company’s RTSR is in the top quartile of the TSR Peer Group, (ii) decreasing by 25% if the Company’s RTSR is in the bottom quartile of the TSR Peer Group, and (iii) remaining the same if the Company’s RTSR is in the second or third quartiles of the TSR Peer Group. No other adjustment shall be made based on the Company’s RTSR.
|
(c)
|
Customer Framework Performance Goals
. Subject to the terms of this Agreement and the Plan, _________________shall be eligible to vest based on the achievement of the Customer Framework Goals set forth below, with each goal equally weighted:
|
Performance Measure
|
Goal(1)
|
National Safety Council Barometer Survey
|
_________________
|
JD Power Gas and Electric Utility Residential Customer Satisfaction Studies
|
_________________
|
Operations and Maintenance Financial Plan
|
_________________
|
Organizational Health Index
|
_________________
|
Greenhouse Gas Emissions
|
_________________
|
(d)
|
Definitions
.
|
(i)
|
“
cumulative NOEPS
” means the Company’s cumulative net operating earnings per share performance as certified by the Committee following the Performance Period.
|
(ii)
|
“
RTSR
” means the annualized growth in the dividends and share price of a Share, calculated using a 20 day trading average of the Company’s closing price beginning on __________________ and ending ________________ compared to the TSR performance of the TSR Peer Group. The starting and ending share prices for the computation of RTSR will equal the average closing price of each company’s common stock over the 20 trading days immediately preceding the first and last day of the performance period.
|
(iii)
|
“
TSR Peer Group
” means the peer group of companies determined by the Committee at its meeting on _________________.
|
(a)
|
Termination of Service Prior to Vesting Date
. Except as set forth below, if the Grantee’s Service is terminated for any reason prior to the Vesting Date, then 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 the Grantee’s Service terminates prior to the Vesting Date and on or within 12 months prior to the end of the Performance Period as a result of the Grantee’s (i) Retirement, (ii) Disability; or (iii) death, then the Grantee (or the Grantee’s beneficiary or estate in the case of the Grantee’s death) shall vest in a pro rata portion of the Performance Shares, based on the actual performance results for the Performance Period. Such pro rata portion of the Performance Shares shall be determined by multiplying the number of Performance Shares earned based on actual performance by a fraction, where the numerator shall equal the number of calendar months (including partial calendar months) that have elapsed from the Grant Date through the date of the Grantee’s termination of Service, and the denominator shall be the number of calendar months (including partial calendar months) that have elapsed between the Grant Date and __________________.
|
(ii)
|
If the Grantee terminates Service due to death prior to the Vesting Date and with more than 12 months remaining in the Performance Period, then the Grantee’s beneficiary or estate shall vest, on the date of termination, in a pro rata portion of the target Performance
|
(iii)
|
“
Retirement
” means the Grantee’s termination from Service at or after attainment of age 55 and completing at least ten years of service (within the meaning of the Company’s tax-qualified pension plan, as in effect on the Grant Date, 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 Performance Shares under this Agreement shall be subject to Article XVI of the Plan. In the event of any conflict between Article XVI of the Plan and this Agreement, Article XVI shall control. Notwithstanding any other agreement between the Company and the Grantee, the “Good Reason” definition set forth in Section 16.1 of the Plan shall govern this award.
|
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 LLC*
|
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, LLC
|
Delaware
|
NiSource Corporate Services Company
|
Delaware
|
NiSource Development Company, Inc.
|
Indiana
|
NiSource Energy Technologies, Inc.
|
Indiana
|
NiSource Strategic Sourcing Inc.
|
Ohio
|
NiSource Insurance Corporation, Inc.
|
Utah
|
Lake Erie Land Company
|
Indiana
|
RoseWater Wind Generation LLC
|
Indiana
|
NiSource Retail Services, Inc.
|
Delaware (Inactive)
|
EnergyUSA-TPC, Inc.
|
Indiana (Inactive)
|
1.
|
I have reviewed this Annual Report on Form 10-K of NiSource Inc.;
|
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 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, 2019
|
By:
|
|
/s/ Joseph Hamrock
|
|
|
|
|
Joseph Hamrock
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of NiSource Inc.;
|
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 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, 2019
|
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, 2019
|
|
(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, 2019
|
|