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DE
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35-2108964
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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801 East 86th Avenue
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Merrillville,
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Indiana
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46410
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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NI
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New York Stock Exchange
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Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B
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NI PR B
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New York Stock Exchange
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Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share
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Page
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PART I
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements - unaudited
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Item 2.
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Item 3.
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Item 4.
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PART II
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OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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DEFINED TERMS
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The following is a list of frequently used abbreviations or acronyms that are found in this report:
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NiSource Subsidiaries, Affiliates and Former Subsidiaries
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Columbia of Kentucky
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Columbia Gas of Kentucky, Inc.
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Columbia of Maryland
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Columbia Gas of Maryland, Inc.
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Columbia of Massachusetts
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Bay State Gas Company
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Columbia of Ohio
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Columbia Gas of Ohio, Inc.
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Columbia of Pennsylvania
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Columbia Gas of Pennsylvania, Inc.
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Columbia of Virginia
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Columbia Gas of Virginia, Inc.
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NIPSCO
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Northern Indiana Public Service Company LLC
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NiSource ("we," "us" or “our”)
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NiSource Inc.
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Abbreviations and Other
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ACE
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Affordable Clean Energy
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AFUDC
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Allowance for funds used during construction
|
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AMRP
|
Accelerated Main Replacement Program
|
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AOCI
|
Accumulated Other Comprehensive Income (Loss)
|
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ASC
|
Accounting Standards Codification
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ASU
|
Accounting Standards Update
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ATM
|
At-the-market
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BTA
|
Build-transfer agreement
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CCRs
|
Coal Combustion Residuals
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CEP
|
Capital Expenditure Program
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CERCLA
|
Comprehensive Environmental Response Compensation and Liability Act (also known as Superfund)
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CPP
|
Clean Power Plan
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DPU
|
Department of Public Utilities
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ELG
|
Effluent limitations guidelines
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EPA
|
United States Environmental Protection Agency
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EPS
|
Earnings per share
|
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FAC
|
Fuel adjustment clause
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FASB
|
Financial Accounting Standards Board
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FERC
|
Federal Energy Regulatory Commission
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FMCA
|
Federally Mandated Cost Adjustment
|
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GAAP
|
Generally Accepted Accounting Principles
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GCA
|
Gas cost adjustment
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GCR
|
Gas cost recovery
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GHG
|
Greenhouse gases
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GSEP
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Gas System Enhancement Program
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GWh
|
Gigawatt hours
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IRP
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Infrastructure Replacement Program
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IT
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Information technology
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IURC
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Indiana Utility Regulatory Commission
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LIBOR
|
London InterBank Offered Rate
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MGP
|
Manufactured Gas Plant
|
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MISO
|
Midcontinent Independent System Operator
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DEFINED TERMS
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MMDth
|
Million dekatherms
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MW
|
Megawatts
|
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NTSB
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National Transportation Safety Board
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NYMEX
|
New York Mercantile Exchange
|
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OPEB
|
Other Postretirement Benefits
|
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PHMSA
|
Pipeline and Hazardous Materials Safety Administration
|
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PPA
|
Purchase power agreement
|
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PTC
|
Production tax credit
|
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RCRA
|
Resource Conservation and Recovery Act
|
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RFP
|
Request for proposals
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ROU
|
Right of use
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SAVE
|
Steps to Advance Virginia's Energy Plan
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SEC
|
Securities and Exchange Commission
|
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STRIDE
|
Strategic Infrastructure Development Enhancement
|
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TCJA
|
An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as the Tax Cuts and Jobs Act of 2017)
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TDSIC
|
Transmission, Distribution and Storage System Improvement Charge
|
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WCE
|
Whiting Clean Energy
|
|
Index
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Page
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Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
(in millions, except per share amounts)
|
2019
|
|
2018
|
|
2019
|
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2018
|
||||||||
|
Operating Revenues
|
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|||||||||
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Customer revenues
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$
|
891.0
|
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$
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855.8
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$
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3,694.7
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$
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3,555.1
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Other revenues
|
40.5
|
|
|
39.2
|
|
|
117.0
|
|
|
97.7
|
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||||
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Total Operating Revenues
|
931.5
|
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|
895.0
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3,811.7
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|
3,652.8
|
|
||||
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Operating Expenses
|
|
|
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|
|
|
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||||||||
|
Cost of sales (excluding depreciation and amortization)
|
196.7
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|
|
222.0
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|
1,130.5
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|
1,259.7
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||||
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Operation and maintenance
|
393.9
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780.8
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995.5
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1,548.5
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||||
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Depreciation and amortization
|
182.2
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148.5
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535.2
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|
|
437.8
|
|
||||
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Loss (Gain) on sale of assets and impairments, net
|
(0.2
|
)
|
|
0.7
|
|
|
(0.1
|
)
|
|
0.4
|
|
||||
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Other taxes
|
67.9
|
|
|
58.9
|
|
|
221.9
|
|
|
203.3
|
|
||||
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Total Operating Expenses
|
840.5
|
|
|
1,210.9
|
|
|
2,883.0
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|
|
3,449.7
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|
||||
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Operating Income (Loss)
|
91.0
|
|
|
(315.9
|
)
|
|
928.7
|
|
|
203.1
|
|
||||
|
Other Income (Deductions)
|
|
|
|
|
|
|
|
||||||||
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Interest expense, net
|
(95.9
|
)
|
|
(83.4
|
)
|
|
(285.6
|
)
|
|
(265.2
|
)
|
||||
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Other, net
|
1.3
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|
|
(1.7
|
)
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|
0.3
|
|
|
42.4
|
|
||||
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Loss on early extinguishment of long-term debt
|
—
|
|
|
(33.0
|
)
|
|
—
|
|
|
(45.5
|
)
|
||||
|
Total Other Deductions, Net
|
(94.6
|
)
|
|
(118.1
|
)
|
|
(285.3
|
)
|
|
(268.3
|
)
|
||||
|
Income (Loss) before Income Taxes
|
(3.6
|
)
|
|
(434.0
|
)
|
|
643.4
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|
|
(65.2
|
)
|
||||
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Income Taxes
|
(10.2
|
)
|
|
(94.5
|
)
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|
121.0
|
|
|
(26.3
|
)
|
||||
|
Net Income (Loss)
|
6.6
|
|
|
(339.5
|
)
|
|
522.4
|
|
|
(38.9
|
)
|
||||
|
Preferred dividends
|
(13.8
|
)
|
|
(5.6
|
)
|
|
(41.4
|
)
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|
(6.9
|
)
|
||||
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Net Income (Loss) Available to Common Shareholders
|
(7.2
|
)
|
|
(345.1
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)
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481.0
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|
(45.8
|
)
|
||||
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Earnings (Loss) Per Share
|
|
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|
|
|
|
|
||||||||
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Basic Earnings (Loss) Per Share
|
$
|
(0.02
|
)
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|
$
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(0.95
|
)
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$
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1.29
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|
$
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(0.13
|
)
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Diluted Earnings (Loss) Per Share
|
$
|
(0.02
|
)
|
|
$
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(0.95
|
)
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$
|
1.28
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|
$
|
(0.13
|
)
|
|
Basic Average Common Shares Outstanding
|
374.1
|
|
|
363.9
|
|
|
373.8
|
|
|
352.1
|
|
||||
|
Diluted Average Common Shares
|
374.1
|
|
|
363.9
|
|
|
375.2
|
|
|
352.1
|
|
||||
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
(in millions, net of taxes)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net Income (Loss)
|
$
|
6.6
|
|
|
$
|
(339.5
|
)
|
|
$
|
522.4
|
|
|
$
|
(38.9
|
)
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Net unrealized gain (loss) on available-for-sale securities(1)
|
0.7
|
|
|
0.1
|
|
|
5.6
|
|
|
(2.3
|
)
|
||||
|
Net unrealized gain (loss) on cash flow hedges(2)
|
(50.6
|
)
|
|
22.5
|
|
|
(100.4
|
)
|
|
56.5
|
|
||||
|
Unrecognized pension and OPEB benefit(3)
|
0.4
|
|
|
0.8
|
|
|
1.7
|
|
|
1.2
|
|
||||
|
Total other comprehensive income (loss)
|
(49.5
|
)
|
|
23.4
|
|
|
(93.1
|
)
|
|
55.4
|
|
||||
|
Comprehensive Income (Loss)
|
$
|
(42.9
|
)
|
|
$
|
(316.1
|
)
|
|
$
|
429.3
|
|
|
$
|
16.5
|
|
|
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited)
|
|||||||
|
(in millions)
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
ASSETS
|
|
|
|
||||
|
Property, Plant and Equipment
|
|
|
|
||||
|
Utility plant
|
$
|
24,026.1
|
|
|
$
|
22,780.8
|
|
|
Accumulated depreciation and amortization
|
(7,563.2
|
)
|
|
(7,257.9
|
)
|
||
|
Net utility plant
|
16,462.9
|
|
|
15,522.9
|
|
||
|
Other property, at cost, less accumulated depreciation
|
18.0
|
|
|
19.6
|
|
||
|
Net Property, Plant and Equipment
|
16,480.9
|
|
|
15,542.5
|
|
||
|
Investments and Other Assets
|
|
|
|
||||
|
Unconsolidated affiliates
|
2.2
|
|
|
2.1
|
|
||
|
Other investments
|
217.5
|
|
|
204.0
|
|
||
|
Total Investments and Other Assets
|
219.7
|
|
|
206.1
|
|
||
|
Current Assets
|
|
|
|
||||
|
Cash and cash equivalents
|
28.0
|
|
|
112.8
|
|
||
|
Restricted cash
|
9.0
|
|
|
8.3
|
|
||
|
Accounts receivable (less reserve of $15.1 and $21.1, respectively)
|
539.3
|
|
|
1,058.5
|
|
||
|
Gas inventory
|
294.9
|
|
|
286.8
|
|
||
|
Materials and supplies, at average cost
|
115.1
|
|
|
101.0
|
|
||
|
Electric production fuel, at average cost
|
38.7
|
|
|
34.7
|
|
||
|
Exchange gas receivable
|
30.3
|
|
|
88.4
|
|
||
|
Regulatory assets
|
237.6
|
|
|
235.4
|
|
||
|
Prepayments and other
|
85.4
|
|
|
129.5
|
|
||
|
Total Current Assets
|
1,378.3
|
|
|
2,055.4
|
|
||
|
Other Assets
|
|
|
|
||||
|
Regulatory assets
|
1,993.2
|
|
|
2,002.1
|
|
||
|
Goodwill
|
1,690.7
|
|
|
1,690.7
|
|
||
|
Intangible assets, net
|
212.5
|
|
|
220.7
|
|
||
|
Deferred charges and other
|
157.0
|
|
|
86.5
|
|
||
|
Total Other Assets
|
4,053.4
|
|
|
4,000.0
|
|
||
|
Total Assets
|
$
|
22,132.3
|
|
|
$
|
21,804.0
|
|
|
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited) (continued)
|
|||||||
|
(in millions, except share amounts)
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
|
Capitalization
|
|
|
|
||||
|
Stockholders’ Equity
|
|
|
|
||||
|
Common stock - $0.01 par value, 600,000,000 shares authorized; 373,446,862 and 372,363,656 shares outstanding, respectively
|
$
|
3.8
|
|
|
$
|
3.8
|
|
|
Preferred stock - $0.01 par value, 20,000,000 shares authorized; 440,000 and 420,000 shares outstanding, respectively
|
880.0
|
|
|
880.0
|
|
||
|
Treasury stock
|
(99.9
|
)
|
|
(99.9
|
)
|
||
|
Additional paid-in capital
|
6,426.5
|
|
|
6,403.5
|
|
||
|
Retained deficit
|
(1,231.6
|
)
|
|
(1,399.3
|
)
|
||
|
Accumulated other comprehensive loss
|
(130.3
|
)
|
|
(37.2
|
)
|
||
|
Total Stockholders’ Equity
|
5,848.5
|
|
|
5,750.9
|
|
||
|
Long-term debt, excluding amounts due within one year
|
7,853.8
|
|
|
7,105.4
|
|
||
|
Total Capitalization
|
13,702.3
|
|
|
12,856.3
|
|
||
|
Current Liabilities
|
|
|
|
||||
|
Current portion of long-term debt
|
10.9
|
|
|
50.0
|
|
||
|
Short-term borrowings
|
1,615.1
|
|
|
1,977.2
|
|
||
|
Accounts payable
|
494.9
|
|
|
883.8
|
|
||
|
Dividends payable - common stock
|
74.7
|
|
|
—
|
|
||
|
Dividends payable - preferred stock
|
19.4
|
|
|
—
|
|
||
|
Customer deposits and credits
|
242.8
|
|
|
238.9
|
|
||
|
Taxes accrued
|
157.8
|
|
|
222.7
|
|
||
|
Interest accrued
|
95.6
|
|
|
90.7
|
|
||
|
Exchange gas payable
|
54.8
|
|
|
85.5
|
|
||
|
Regulatory liabilities
|
103.0
|
|
|
140.9
|
|
||
|
Legal and environmental
|
20.0
|
|
|
18.9
|
|
||
|
Accrued compensation and employee benefits
|
145.7
|
|
|
149.7
|
|
||
|
Claims accrued
|
184.3
|
|
|
114.7
|
|
||
|
Other accruals
|
120.7
|
|
|
63.8
|
|
||
|
Total Current Liabilities
|
3,339.7
|
|
|
4,036.8
|
|
||
|
Other Liabilities
|
|
|
|
||||
|
Risk management liabilities
|
125.0
|
|
|
46.7
|
|
||
|
Deferred income taxes
|
1,466.6
|
|
|
1,330.5
|
|
||
|
Deferred investment tax credits
|
10.1
|
|
|
11.2
|
|
||
|
Accrued insurance liabilities
|
85.3
|
|
|
84.4
|
|
||
|
Accrued liability for postretirement and postemployment benefits
|
365.5
|
|
|
389.1
|
|
||
|
Regulatory liabilities
|
2,440.0
|
|
|
2,519.1
|
|
||
|
Asset retirement obligations
|
373.1
|
|
|
352.0
|
|
||
|
Other noncurrent liabilities
|
224.7
|
|
|
177.9
|
|
||
|
Total Other Liabilities
|
5,090.3
|
|
|
4,910.9
|
|
||
|
Commitments and Contingencies (Refer to Note 16, "Other Commitments and Contingencies")
|
—
|
|
|
—
|
|
||
|
Total Capitalization and Liabilities
|
$
|
22,132.3
|
|
|
$
|
21,804.0
|
|
|
NiSource Inc.
Condensed Statements of Consolidated Cash Flows (unaudited)
|
|||||||
|
Nine Months Ended September 30, (in millions)
|
2019
|
|
2018
|
||||
|
Operating Activities
|
|
|
|
||||
|
Net Income (Loss)
|
$
|
522.4
|
|
|
$
|
(38.9
|
)
|
|
Adjustments to Reconcile Net Income (Loss) to Net Cash from Operating Activities:
|
|
|
|
||||
|
Loss on early extinguishment of debt
|
—
|
|
|
45.5
|
|
||
|
Depreciation and amortization
|
535.2
|
|
|
437.8
|
|
||
|
Deferred income taxes and investment tax credits
|
120.4
|
|
|
(26.4
|
)
|
||
|
Other adjustments
|
18.8
|
|
|
15.6
|
|
||
|
Changes in Assets and Liabilities:
|
|
|
|
||||
|
Components of working capital
|
146.8
|
|
|
442.9
|
|
||
|
Regulatory assets/liabilities
|
(70.0
|
)
|
|
61.3
|
|
||
|
Deferred charges and other noncurrent assets
|
(76.4
|
)
|
|
0.8
|
|
||
|
Other noncurrent liabilities
|
34.6
|
|
|
(11.4
|
)
|
||
|
Net Cash Flows from Operating Activities
|
1,231.8
|
|
|
927.2
|
|
||
|
Investing Activities
|
|
|
|
||||
|
Capital expenditures
|
(1,310.0
|
)
|
|
(1,296.6
|
)
|
||
|
Cost of removal
|
(84.5
|
)
|
|
(72.6
|
)
|
||
|
Purchases of available-for-sale securities
|
(104.0
|
)
|
|
(71.4
|
)
|
||
|
Sales of available-for-sale securities
|
104.1
|
|
|
58.5
|
|
||
|
Other investing activities
|
0.6
|
|
|
5.6
|
|
||
|
Net Cash Flows used for Investing Activities
|
(1,393.8
|
)
|
|
(1,376.5
|
)
|
||
|
Financing Activities
|
|
|
|
||||
|
Issuance of long-term debt
|
750.0
|
|
|
350.0
|
|
||
|
Repayments of long-term debt and finance lease obligations
|
(48.5
|
)
|
|
(1,044.0
|
)
|
||
|
Premiums and other debt related costs
|
(11.9
|
)
|
|
(46.1
|
)
|
||
|
Issuance of short-term debt (maturity > 90 days)
|
600.0
|
|
|
600.0
|
|
||
|
Repayment of short-term debt (maturity > 90 days)
|
(550.0
|
)
|
|
—
|
|
||
|
Change in short-term borrowings, net (maturity ≤ 90 days)
|
(412.1
|
)
|
|
(194.6
|
)
|
||
|
Issuance of common stock, net of issuance costs
|
10.9
|
|
|
611.6
|
|
||
|
Issuance of preferred stock, net of issuance costs
|
—
|
|
|
394.3
|
|
||
|
Acquisition of treasury stock
|
—
|
|
|
(4.0
|
)
|
||
|
Dividends paid - common stock
|
(223.8
|
)
|
|
(202.5
|
)
|
||
|
Dividends paid - preferred stock
|
(36.7
|
)
|
|
—
|
|
||
|
Net Cash Flows from Financing Activities
|
77.9
|
|
|
464.7
|
|
||
|
Change in cash, cash equivalents and restricted cash
|
(84.1
|
)
|
|
15.4
|
|
||
|
Cash, cash equivalents and restricted cash at beginning of period
|
121.1
|
|
|
38.4
|
|
||
|
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
37.0
|
|
|
$
|
53.8
|
|
|
Nine Months Ended September 30, (in millions)
|
2019
|
|
2018
|
||||
|
Non-cash transactions:
|
|
|
|
||||
|
Capital expenditures included in current liabilities
|
$
|
187.1
|
|
|
$
|
167.5
|
|
|
Dividends declared but not paid
|
94.1
|
|
|
82.4
|
|
||
|
Reclassification of other property to regulatory assets
|
—
|
|
|
245.3
|
|
||
|
Assets recorded for asset retirement obligations
|
$
|
12.8
|
|
|
$
|
74.7
|
|
|
(in millions)
|
Common
Stock |
|
Preferred Stock(1)
|
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Deficit |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
|
||||||||||||||
|
Balance as of July 1, 2018
|
$
|
3.7
|
|
|
$
|
394.4
|
|
|
$
|
(99.9
|
)
|
|
$
|
6,151.2
|
|
|
$
|
(965.5
|
)
|
|
$
|
(20.9
|
)
|
|
$
|
5,463.0
|
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(339.5
|
)
|
|
—
|
|
|
(339.5
|
)
|
|||||||
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
23.4
|
|
|||||||
|
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Common stock ($0.195 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70.9
|
)
|
|
—
|
|
|
(70.9
|
)
|
|||||||
|
Preferred stock (See Note 5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
(11.6
|
)
|
|||||||
|
Stock issuances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Preferred stock
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||||
|
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||||
|
Long-term incentive plan
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||||||
|
401(k) and profit sharing
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|||||||
|
Balance as of September 30, 2018
|
$
|
3.7
|
|
|
$
|
393.9
|
|
|
$
|
(99.9
|
)
|
|
$
|
6,161.0
|
|
|
$
|
(1,387.5
|
)
|
|
$
|
2.5
|
|
|
$
|
5,073.7
|
|
|
(1)Series A shares have an aggregate liquidation preference of $400M. See Note 5, "Equity" for additional information.
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in millions)
|
Common
Stock
|
|
Preferred Stock(1)
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||||||||
|
Balance as of January 1, 2018
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
(95.9
|
)
|
|
$
|
5,529.1
|
|
|
$
|
(1,073.1
|
)
|
|
$
|
(43.4
|
)
|
|
$
|
4,320.1
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.9
|
)
|
|
—
|
|
|
(38.9
|
)
|
|||||||
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.4
|
|
|
55.4
|
|
|||||||
|
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Common stock ($0.78 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273.4
|
)
|
|
—
|
|
|
(273.4
|
)
|
|||||||
|
Preferred stock (See Note 5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
(11.6
|
)
|
|||||||
|
Treasury stock acquired
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||||||
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
(9.5
|
)
|
|
—
|
|
|||||||
|
Stock issuances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Common stock - private placement
|
0.3
|
|
|
—
|
|
|
—
|
|
|
599.3
|
|
|
—
|
|
|
—
|
|
|
599.6
|
|
|||||||
|
Preferred stock
|
—
|
|
|
393.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
393.9
|
|
|||||||
|
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|||||||
|
Long-term incentive plan
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|||||||
|
401(k) and profit sharing
|
—
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|||||||
|
Balance as of September 30, 2018
|
$
|
3.7
|
|
|
$
|
393.9
|
|
|
$
|
(99.9
|
)
|
|
$
|
6,161.0
|
|
|
$
|
(1,387.5
|
)
|
|
$
|
2.5
|
|
|
$
|
5,073.7
|
|
|
|
Preferred
|
|
Common
|
||||||||
|
Shares (in thousands)
|
Shares
|
|
Shares
|
|
Treasury
|
|
Outstanding
|
||||
|
Balance as of July 1, 2019
|
440
|
|
|
377,212
|
|
|
(3,963
|
)
|
|
373,249
|
|
|
Issued:
|
|
|
|
|
|
|
|
||||
|
Employee stock purchase plan
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
Long-term incentive plan
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
401(k) and profit sharing
|
—
|
|
|
146
|
|
|
—
|
|
|
146
|
|
|
Balance as of September 30, 2019
|
440
|
|
|
377,410
|
|
|
(3,963
|
)
|
|
373,447
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Preferred
|
|
Common
|
||||||||
|
Shares (in thousands)
|
Shares
|
|
Shares
|
|
Treasury
|
|
Outstanding
|
||||
|
Balance as of January 1, 2019
|
420
|
|
|
376,326
|
|
|
(3,963
|
)
|
|
372,363
|
|
|
Issued:
|
|
|
|
|
|
|
|
||||
|
Preferred stock
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Employee stock purchase plan
|
—
|
|
|
153
|
|
|
—
|
|
|
153
|
|
|
Long-term incentive plan
|
—
|
|
|
465
|
|
|
—
|
|
|
465
|
|
|
401(k) and profit sharing
|
—
|
|
|
466
|
|
|
—
|
|
|
466
|
|
|
Balance as of September 30, 2019
|
440
|
|
|
377,410
|
|
|
(3,963
|
)
|
|
373,447
|
|
|
|
Preferred
|
|
Common
|
||||||||
|
Shares (in thousands)
|
Shares
|
|
Shares
|
|
Treasury
|
|
Outstanding
|
||||
|
Balance as of July 1, 2018
|
400
|
|
|
366,878
|
|
|
(3,963
|
)
|
|
362,915
|
|
|
Issued:
|
|
|
|
|
|
|
|
||||
|
Employee stock purchase plan
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
Long-term incentive plan
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
401(k) and profit sharing
|
—
|
|
|
192
|
|
|
—
|
|
|
192
|
|
|
Balance as of September 30, 2018
|
400
|
|
|
367,130
|
|
|
(3,963
|
)
|
|
363,167
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Preferred
|
|
Common
|
||||||||
|
Shares (in thousands)
|
Shares
|
|
Shares
|
|
Treasury
|
|
Outstanding
|
||||
|
Balance as of January 1, 2018
|
—
|
|
|
340,813
|
|
|
(3,797
|
)
|
|
337,016
|
|
|
Treasury Stock acquired
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
(166
|
)
|
|
Issued:
|
|
|
|
|
|
|
|
||||
|
Common stock private placement
|
—
|
|
|
24,964
|
|
|
—
|
|
|
24,964
|
|
|
Preferred stock
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Employee stock purchase plan
|
—
|
|
|
166
|
|
|
—
|
|
|
166
|
|
|
Long-term incentive plan
|
—
|
|
|
499
|
|
|
—
|
|
|
499
|
|
|
401(k) and profit sharing
|
—
|
|
|
688
|
|
|
—
|
|
|
688
|
|
|
Balance as of September 30, 2018
|
400
|
|
|
367,130
|
|
|
(3,963
|
)
|
|
363,167
|
|
|
Standard
|
Description
|
Effective Date
|
Effect on the financial statements or other significant matters
|
|
ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments
|
The pronouncement clarifies and improves certain areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement. Topics 1, 2, and 5 of this update amends ASU 2016-13 as it relates to accrued interest, transfers between investment classifications, expected recoveries and reinsurance recoverables. Topic 3 improves guidance related to fair value hedges. Topic 4 of this update relates to codification improvements to ASU 2016-01.
|
Annual periods beginning after December 15, 2019, including interim periods therein. Early adoption is permitted.
|
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 ("AFS"). We are working with our external investment manager to enhance our current impairment model for AFS debt securities to comply with the standard. Upon adoption of ASC 326, we will recognize impairment for AFS debt securities by implementing an allowance approach instead of an 'other than temporary' impairment model. In addition, we have recorded balances for trade receivables that also fall within the scope of the standard. Based on shared risk characteristics, we segregated our trade receivables into 'residential customer receivables' and 'non-residential customer receivables'. We intend to apply separate models to calculate reserves for uncollectible receivables. While we continue to assess and enhance our processes of recording reserves for uncollectible receivables to comply with the current expected credit loss model, we do not expect any significant modifications to our current policy of calculating uncollectible reserves for our 'residential customer receivables' balances. ASC 326 also prescribes additional presentation and disclosure requirements. We are currently reviewing the impact of these requirements on our disclosures related to credit in our Notes to Condensed Consolidated Financial Statements (unaudited). We are unable to reasonably estimate the quantitative impact of adoption on our Condensed Consolidated Financial Statements (unaudited). We 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 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.
|
||
|
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 or 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 Condensed Consolidated Financial Statements (unaudited). We expect to adopt this ASU on its effective date.
|
|
Standard
|
Adoption
|
|
ASU 2019-01, Leases (Topic 842): Codification Improvements
|
See Note 15, "Leases," for our discussion of the effects of implementing these standards.
|
|
ASU 2018-11, Leases (Topic 842): Targeted Improvements
|
|
|
ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842
|
|
|
ASU 2016-02, Leases (Topic 842)
|
|
|
Three Months Ended September 30, 2019
(in millions)
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Corporate and Other
|
|
Total
|
||||||||
|
Customer Revenues(1)
|
|
|
|
|
|
|
|
||||||||
|
Residential
|
$
|
288.3
|
|
|
$
|
148.7
|
|
|
$
|
—
|
|
|
$
|
437.0
|
|
|
Commercial
|
90.9
|
|
|
136.3
|
|
|
—
|
|
|
227.2
|
|
||||
|
Industrial
|
45.3
|
|
|
151.5
|
|
|
—
|
|
|
196.8
|
|
||||
|
Off-system
|
16.9
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
||||
|
Miscellaneous
|
9.8
|
|
|
3.1
|
|
|
0.2
|
|
|
13.1
|
|
||||
|
Total Customer Revenues
|
$
|
451.2
|
|
|
$
|
439.6
|
|
|
$
|
0.2
|
|
|
$
|
891.0
|
|
|
Other Revenues
|
12.4
|
|
|
28.1
|
|
|
—
|
|
|
40.5
|
|
||||
|
Total Operating Revenues
|
$
|
463.6
|
|
|
$
|
467.7
|
|
|
$
|
0.2
|
|
|
$
|
931.5
|
|
|
(in millions)
|
Customer Accounts Receivable, Billed (less reserve)
|
|
Customer Accounts Receivable, Unbilled (less reserve)
|
||||
|
Balance as of December 31, 2018
|
$
|
540.5
|
|
|
$
|
349.1
|
|
|
Balance as of September 30, 2019
|
297.1
|
|
|
193.3
|
|
||
|
Increase (Decrease)
|
$
|
(243.4
|
)
|
|
$
|
(155.8
|
)
|
|
|
|
Nine Months Ended
|
|
|
|
|
September 30,
|
|
|
(in thousands)
|
|
2019
|
|
|
Denominator
|
|
|
|
|
Basic average common shares outstanding
|
|
373,796
|
|
|
Dilutive potential common shares:
|
|
|
|
|
Shares contingently issuable under employee stock plans
|
|
919
|
|
|
Shares restricted under employee stock plans
|
|
141
|
|
|
Forward Agreements
|
|
339
|
|
|
Diluted Average Common Shares
|
|
375,195
|
|
|
|
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30, |
September 30,
|
|
December 31,
|
|||||||||||||||||
|
|
|
|
2019
|
2018
|
2019
|
2018
|
2019
|
|
2018
|
|||||||||||||||
|
(in millions except shares and per share amounts)
|
Liquidation Preference Per Share
|
Shares
|
Dividends Declared Per Share
|
Outstanding
|
||||||||||||||||||||
|
5.650% Series A
|
$
|
1,000.00
|
|
400,000
|
|
$
|
28.25
|
|
$
|
28.88
|
|
$
|
56.50
|
|
$
|
28.88
|
|
$
|
393.9
|
|
|
$
|
393.9
|
|
|
6.500% Series B
|
$
|
25,000.00
|
|
20,000
|
|
$
|
406.25
|
|
$
|
—
|
|
$
|
1,674.65
|
|
$
|
—
|
|
$
|
486.1
|
|
|
$
|
486.1
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
||||
|
Company
|
Program
|
Incremental Revenue
|
Incremental Capital Investment
|
Investment Period
|
Filed
|
Status
|
Rates
Effective
|
||
|
Columbia of Ohio
|
IRP - 2019(1)
|
18.2
|
|
199.6
|
|
1/18-12/18
|
February 28, 2019
|
Approved
April 24, 2019 |
May 2019
|
|
Columbia of Ohio
|
CEP - 2018
|
74.5
|
|
659.9
|
|
1/11-12/17
|
December 1, 2017
|
Approved
November 28, 2018 |
December 2018
|
|
Columbia of Ohio
|
CEP - 2019
|
15.0
|
|
121.7
|
|
1/18-12/18
|
February 28, 2019
|
Approved
August 28, 2019 |
September 2019
|
|
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
|
TDSIC 10(3)
|
1.6
|
|
12.4
|
|
7/18-4/19
|
June 25, 2019
|
Approved
October 16, 2019 |
November 2019
|
|
NIPSCO - Gas
|
FMCA 1(4)
|
9.9
|
|
1.5
|
|
11/17-9/18
|
November 30, 2018
|
Approved
March 27, 2019 |
April 2019
|
|
NIPSCO - Gas
|
FMCA 2(4)
|
(3.5
|
)
|
1.8
|
|
10/18-3/19
|
May 29, 2019
|
Approved September 25, 2019
|
October 2019
|
|
Columbia of Massachusetts
|
GSEP - 2019(5)
|
10.7
|
|
64.0
|
|
1/19-12/19
|
October 31, 2018
|
Approved
April 30, 2019 |
May 2019
|
|
Columbia of Virginia
|
SAVE - 2019
|
2.4
|
|
36.0
|
|
1/19-12/19
|
August 17, 2018
|
Approved
October 26, 2018 |
January 2019
|
|
Columbia of Virginia
|
SAVE - 2020
|
3.8
|
|
48.3
|
|
1/20-12/20
|
August 15, 2019
|
Order Expected Q4 2019
|
January 2020
|
|
Columbia of Kentucky
|
AMRP - 2019
|
3.6
|
|
30.1
|
|
1/19-12/19
|
October 15, 2018
|
Approved
December 5, 2018 |
January 2019
|
|
Columbia of Kentucky
|
AMRP - 2020
|
4.2
|
|
40.4
|
|
1/20-12/20
|
October 15, 2019
|
Order Expected
Q4 2019 |
January 2020
|
|
Columbia of Maryland
|
STRIDE - 2019
|
1.2
|
|
15.9
|
|
1/19-12/19
|
November 1, 2018
|
Approved
December 12, 2018 |
January 2019
|
|
NIPSCO - Electric
|
TDSIC - 5(1)
|
15.9
|
|
58.8
|
|
6/18-11/18
|
January 29, 2019
|
Approved
June 12, 2019 |
June 2019
|
|
NIPSCO - Electric
|
TDSIC - 6
|
28.1
|
|
131.1
|
|
12/18-6/19
|
August 21, 2019
|
Order Expected Q4 2019
|
January 2020
|
|
NIPSCO - Electric
|
FMCA - 11(4)
|
0.9
|
|
22.4
|
|
9/18-2/19
|
April 17, 2019
|
Approved
July 29, 2019 |
August 2019
|
|
NIPSCO - Electric
|
FMCA - 12(4)
|
1.6
|
|
4.7
|
|
3/19-8/19
|
October 18, 2019
|
Order Expected January 2020
|
February 2020
|
|
(in millions)
|
|
|
|
|
|||||
|
Company
|
Requested Incremental Revenue
|
Approved or Settled Incremental Revenue
|
Filed
|
Status
|
Rates
Effective
|
||||
|
NIPSCO - Gas(1)
|
$
|
138.1
|
|
$
|
107.3
|
|
September 27, 2017
|
Approved
September 19, 2018 |
October 2018
|
|
Columbia of Virginia(2)
|
$
|
14.2
|
|
$
|
1.3
|
|
August 28, 2018
|
Approved
June 12, 2019 |
February 2019
|
|
NIPSCO - Electric(3)
|
$
|
21.4
|
|
$
|
(45.0
|
)
|
October 31, 2018
|
Partial settlement filed
April 26, 2019, Order expected Q4 2019 |
First quarter of 2020
|
|
Columbia of Maryland
|
$
|
2.5
|
|
In Process
|
|
May 22, 2019
|
Order Expected
Q4 2019 |
January 2020
|
|
|
(in millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
Risk Management Assets - Current(1)
|
|
|
|
||||
|
Interest rate risk programs
|
$
|
—
|
|
|
$
|
—
|
|
|
Commodity price risk programs
|
1.0
|
|
|
1.1
|
|
||
|
Total
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
Risk Management Assets - Noncurrent(2)
|
|
|
|
||||
|
Interest rate risk programs
|
$
|
—
|
|
|
$
|
18.5
|
|
|
Commodity price risk programs
|
4.3
|
|
|
4.4
|
|
||
|
Total
|
$
|
4.3
|
|
|
$
|
22.9
|
|
|
Risk Management Liabilities - Current(3)
|
|
|
|
||||
|
Interest rate risk programs
|
$
|
46.4
|
|
|
$
|
—
|
|
|
Commodity price risk programs
|
10.7
|
|
|
5.0
|
|
||
|
Total
|
$
|
57.1
|
|
|
$
|
5.0
|
|
|
Risk Management Liabilities - Noncurrent
|
|
|
|
||||
|
Interest rate risk programs
|
$
|
78.1
|
|
|
$
|
9.5
|
|
|
Commodity price risk programs
|
46.9
|
|
|
37.2
|
|
||
|
Total
|
$
|
125.0
|
|
|
$
|
46.7
|
|
|
Recurring Fair Value Measurements
September 30, 2019 (in millions) |
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of September 30, 2019
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Risk management assets
|
$
|
—
|
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
|
Available-for-sale securities
|
—
|
|
|
145.7
|
|
|
—
|
|
|
145.7
|
|
||||
|
Total
|
$
|
—
|
|
|
$
|
151.0
|
|
|
$
|
—
|
|
|
$
|
151.0
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Risk management liabilities
|
$
|
—
|
|
|
$
|
182.1
|
|
|
$
|
—
|
|
|
$
|
182.1
|
|
|
Total
|
$
|
—
|
|
|
$
|
182.1
|
|
|
$
|
—
|
|
|
$
|
182.1
|
|
|
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
|
|
|
September 30, 2019 (in millions)
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair
Value
|
||||||||
|
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
|
U.S. Treasury debt securities
|
$
|
31.1
|
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
31.2
|
|
|
Corporate/Other debt securities
|
110.6
|
|
|
4.1
|
|
|
(0.2
|
)
|
|
114.5
|
|
||||
|
Total
|
$
|
141.7
|
|
|
$
|
4.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
145.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
(in millions)
|
Carrying
Amount as of September 30, 2019 |
|
Estimated Fair
Value as of September 30, 2019 |
|
Carrying
Amount as of
Dec. 31, 2018
|
|
Estimated Fair
Value as of
Dec. 31, 2018
|
||||||||
|
Long-term debt (including current portion)
|
$
|
7,864.7
|
|
|
$
|
8,865.2
|
|
|
$
|
7,155.4
|
|
|
$
|
7,228.3
|
|
|
(in millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
Gross Receivables
|
$
|
375.1
|
|
|
$
|
694.4
|
|
|
Less: Receivables not transferred
|
115.0
|
|
|
295.2
|
|
||
|
Net receivables transferred
|
$
|
260.1
|
|
|
$
|
399.2
|
|
|
Short-term debt due to asset securitization
|
$
|
260.1
|
|
|
$
|
399.2
|
|
|
(in millions)
|
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Corporate and Other
|
|
Total
|
||||||||
|
Goodwill
|
|
$
|
1,690.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,690.7
|
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
|
Three Months Ended September 30, (in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Components of Net Periodic Benefit Cost(1)
|
|
|
|
|
|
|
|
||||||||
|
Service cost
|
$
|
7.3
|
|
|
$
|
7.8
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
Interest cost
|
18.1
|
|
|
16.8
|
|
|
4.8
|
|
|
4.4
|
|
||||
|
Expected return on assets
|
(27.2
|
)
|
|
(35.4
|
)
|
|
(3.3
|
)
|
|
(3.7
|
)
|
||||
|
Amortization of prior service credit
|
—
|
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
||||
|
Recognized actuarial loss
|
11.3
|
|
|
10.2
|
|
|
0.5
|
|
|
0.9
|
|
||||
|
Settlement loss
|
1.9
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
||||
|
Total Net Periodic Benefit Cost
|
$
|
11.4
|
|
|
$
|
7.6
|
|
|
$
|
2.5
|
|
|
$
|
1.9
|
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
|
Nine Months Ended September 30, (in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Components of Net Periodic Benefit Cost(1)
|
|
|
|
|
|
|
|
||||||||
|
Service cost
|
$
|
21.9
|
|
|
$
|
23.6
|
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
Interest cost
|
54.5
|
|
|
50.0
|
|
|
14.4
|
|
|
13.2
|
|
||||
|
Expected return on assets
|
(81.6
|
)
|
|
(107.9
|
)
|
|
(9.9
|
)
|
|
(11.1
|
)
|
||||
|
Amortization of prior service credit
|
—
|
|
|
(0.3
|
)
|
|
(2.4
|
)
|
|
(3.0
|
)
|
||||
|
Recognized actuarial loss
|
34.1
|
|
|
30.6
|
|
|
1.5
|
|
|
2.7
|
|
||||
|
Settlement loss
|
1.9
|
|
|
11.8
|
|
|
—
|
|
|
—
|
|
||||
|
Total Net Periodic Benefit Cost
|
$
|
30.8
|
|
|
$
|
7.8
|
|
|
$
|
7.5
|
|
|
$
|
5.7
|
|
|
(in millions)
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Commercial paper weighted-average interest rate of 2.74% and 2.96% at September 30, 2019 and December 31, 2018, respectively
|
$
|
505.0
|
|
|
$
|
978.0
|
|
|
Accounts receivable securitization facility borrowings
|
260.1
|
|
|
399.2
|
|
||
|
Term loan weighted-average interest rate of 2.65% and 3.07% at September 30, 2019 and December 31, 2018, respectively
|
850.0
|
|
|
600.0
|
|
||
|
Total Short-Term Borrowings
|
$
|
1,615.1
|
|
|
$
|
1,977.2
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||
|
(in millions)
|
Income Statement Classification
|
2019
|
|
2019
|
||||
|
Finance lease cost
|
|
|
|
|
||||
|
Amortization of right-of-use assets
|
Depreciation and amortization
|
$
|
3.6
|
|
|
$
|
11.3
|
|
|
Interest on lease liabilities
|
Interest expense, net
|
3.1
|
|
|
8.5
|
|
||
|
Total finance lease cost
|
|
6.7
|
|
|
19.8
|
|
||
|
Operating lease cost
|
Operation and maintenance
|
5.3
|
|
|
12.3
|
|
||
|
Short-term lease cost
|
Operation and maintenance
|
0.1
|
|
|
0.9
|
|
||
|
Total lease cost
|
|
$
|
12.1
|
|
|
$
|
33.0
|
|
|
(in millions)
|
Balance Sheet Classification
|
September 30, 2019
|
||
|
Assets
|
|
|
||
|
Finance leases
|
Net Property, Plant and Equipment
|
$
|
176.5
|
|
|
Operating leases
|
Deferred charges and other
|
60.9
|
|
|
|
Total leased assets
|
|
237.4
|
|
|
|
Liabilities
|
|
|
||
|
Current
|
|
|
||
|
Finance leases
|
Current portion of long-term debt
|
10.7
|
|
|
|
Operating leases
|
Other accruals
|
10.5
|
|
|
|
Noncurrent
|
|
|
||
|
Finance leases
|
Long-term debt, excluding amounts due within one year
|
187.2
|
|
|
|
Operating leases
|
Other noncurrent liabilities
|
50.5
|
|
|
|
Total lease liabilities
|
|
$
|
258.9
|
|
|
|
September 30, 2019
|
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Finance leases
|
15.5
|
|
|
Operating leases
|
9.7
|
|
|
Weighted-average discount rate
|
|
|
|
Finance leases
|
6.0
|
%
|
|
Operating leases
|
4.4
|
%
|
|
As of September 30, 2019, (in millions)
|
Total
|
Finance Leases
|
Operating Leases
|
||||||
|
Year 1
|
$
|
37.7
|
|
$
|
24.5
|
|
$
|
13.2
|
|
|
Year 2
|
33.9
|
|
24.6
|
|
9.3
|
|
|||
|
Year 3
|
32.8
|
|
24.6
|
|
8.2
|
|
|||
|
Year 4
|
29.3
|
|
21.6
|
|
7.7
|
|
|||
|
Year 5
|
27.6
|
|
20.6
|
|
7.0
|
|
|||
|
Thereafter
|
247.8
|
|
214.8
|
|
33.0
|
|
|||
|
Total lease payments
|
409.1
|
|
330.7
|
|
78.4
|
|
|||
|
Less: Imputed interest
|
(121.6
|
)
|
(107.0
|
)
|
(14.6
|
)
|
|||
|
Less: Leases not yet commenced(1)
|
(28.6
|
)
|
(25.8
|
)
|
(2.8
|
)
|
|||
|
Total
|
258.9
|
|
197.9
|
|
61.0
|
|
|||
|
Reported as of September 30, 2019
|
|
|
|
||||||
|
Short-term lease liabilities
|
21.2
|
|
10.7
|
|
10.5
|
|
|||
|
Long-term lease liabilities
|
237.7
|
|
187.2
|
|
50.5
|
|
|||
|
Total lease liabilities
|
$
|
258.9
|
|
$
|
197.9
|
|
$
|
61.0
|
|
|
As of December 31, 2018, (in millions)
|
Total
|
Capital Leases(1)
|
Operating Leases(2)
|
||||||
|
2019
|
$
|
34.0
|
|
$
|
23.0
|
|
$
|
11.0
|
|
|
2020
|
29.8
|
|
22.5
|
|
7.3
|
|
|||
|
2021
|
28.7
|
|
22.6
|
|
6.1
|
|
|||
|
2022
|
26.3
|
|
22.1
|
|
4.2
|
|
|||
|
2023
|
22.6
|
|
19.8
|
|
2.8
|
|
|||
|
Thereafter
|
226.9
|
|
212.4
|
|
14.5
|
|
|||
|
Total lease payments
|
$
|
368.3
|
|
$
|
322.4
|
|
$
|
45.9
|
|
|
|
Year Ended
|
|
Three Months Ended
|
Nine Months Ended
|
|
||||||||
|
(in millions)
|
December 31, 2018
|
|
September 30, 2019
|
Incident to Date
|
|||||||||
|
Third-party claims
|
$
|
757
|
|
|
$
|
1
|
|
$
|
238
|
|
$
|
995
|
|
|
Other incident-related costs
|
266
|
|
|
20
|
|
122
|
|
388
|
|
||||
|
Total
|
1,023
|
|
|
21
|
|
360
|
|
1,383
|
|
||||
|
Insurance recoveries recorded
|
(135
|
)
|
|
—
|
|
(535
|
)
|
(670
|
)
|
||||
|
Impact to operation and maintenance expense
|
$
|
888
|
|
|
$
|
21
|
|
$
|
(175
|
)
|
$
|
713
|
|
|
(in millions)
|
Insurance receivable
|
||
|
Balance, December 31, 2018
|
$
|
130
|
|
|
Insurance recoveries recorded in first quarter of 2019
|
100
|
|
|
|
Cash collected from insurance recoveries in the first quarter of 2019
|
(108
|
)
|
|
|
Balance, March 31, 2019
|
122
|
|
|
|
Insurance recoveries recorded in the second quarter of 2019
|
435
|
|
|
|
Cash collected from insurance recoveries in the second quarter of 2019
|
(297
|
)
|
|
|
Balance, June 30, 2019
|
$
|
260
|
|
|
Insurance recoveries recorded in third quarter of 2019
|
—
|
|
|
|
Cash collected from insurance recoveries in the third quarter of 2019
|
(260
|
)
|
|
|
Balance, September 30, 2019
|
$
|
—
|
|
|
Three Months Ended September 30, 2019 (in millions)
|
Gains and Losses on Securities(1)
|
|
Gains and Losses on Cash Flow Hedges(1)
|
|
Pension and OPEB Items(1)
|
|
Accumulated
Other Comprehensive Loss(1) |
||||||||
|
Balance as of July 1, 2019
|
$
|
2.5
|
|
|
$
|
(62.8
|
)
|
|
$
|
(20.5
|
)
|
|
$
|
(80.8
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
0.9
|
|
|
(50.7
|
)
|
|
0.2
|
|
|
(49.6
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
(0.2
|
)
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
||||
|
Net current-period other comprehensive income (loss)
|
0.7
|
|
|
(50.6
|
)
|
|
0.4
|
|
|
(49.5
|
)
|
||||
|
Balance as of September 30, 2019
|
$
|
3.2
|
|
|
$
|
(113.4
|
)
|
|
$
|
(20.1
|
)
|
|
$
|
(130.3
|
)
|
|
(1)All amounts are net of tax. Amounts in parentheses indicate debits.
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2019 (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, 2019
|
$
|
(2.4
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
(21.8
|
)
|
|
$
|
(37.2
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
5.9
|
|
|
(100.5
|
)
|
|
0.7
|
|
|
(93.9
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
(0.3
|
)
|
|
0.1
|
|
|
1.0
|
|
|
0.8
|
|
||||
|
Net current-period other comprehensive income (loss)
|
5.6
|
|
|
(100.4
|
)
|
|
1.7
|
|
|
(93.1
|
)
|
||||
|
Balance as of September 30, 2019
|
$
|
3.2
|
|
|
$
|
(113.4
|
)
|
|
$
|
(20.1
|
)
|
|
$
|
(130.3
|
)
|
|
Three Months Ended September 30, 2018 (in millions)
|
Gains and Losses on Securities(1)
|
|
Gains and Losses on Cash Flow Hedges(1)
|
|
Pension and OPEB Items(1)
|
|
Accumulated
Other Comprehensive Income (Loss)(1) |
||||||||
|
Balance as of July 1, 2018
|
$
|
(2.2
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
(20.9
|
)
|
|
Other comprehensive income before reclassifications
|
—
|
|
|
21.6
|
|
|
1.0
|
|
|
22.6
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income
|
0.1
|
|
|
0.9
|
|
|
(0.2
|
)
|
|
0.8
|
|
||||
|
Net current-period other comprehensive income
|
0.1
|
|
|
22.5
|
|
|
0.8
|
|
|
23.4
|
|
||||
|
Balance as of September 30, 2018
|
$
|
(2.1
|
)
|
|
$
|
20.8
|
|
|
$
|
(16.2
|
)
|
|
$
|
2.5
|
|
|
(1)All amounts are net of tax. Amounts in parentheses indicate debits.
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2018 (in millions)
|
Gains and Losses on Securities(1)
|
|
Gains and Losses on Cash Flow Hedges(1)
|
|
Pension and OPEB Items(1)
|
|
Accumulated
Other
Comprehensive
Income (Loss)(1)
|
||||||||
|
Balance as of January 1, 2018
|
$
|
0.2
|
|
|
$
|
(29.4
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
(43.4
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
(2.5
|
)
|
|
70.8
|
|
|
1.0
|
|
|
69.3
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
0.2
|
|
|
(14.3
|
)
|
|
0.2
|
|
|
(13.9
|
)
|
||||
|
Net current-period other comprehensive income (loss)
|
(2.3
|
)
|
|
56.5
|
|
|
1.2
|
|
|
55.4
|
|
||||
|
Reclassification due to adoption of ASU 2018-02
|
—
|
|
|
(6.3
|
)
|
|
(3.2
|
)
|
|
(9.5
|
)
|
||||
|
Balance as of September 30, 2018
|
$
|
(2.1
|
)
|
|
$
|
20.8
|
|
|
$
|
(16.2
|
)
|
|
$
|
2.5
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Interest income
|
$
|
2.1
|
|
|
$
|
1.4
|
|
|
$
|
5.4
|
|
|
$
|
4.2
|
|
|
AFUDC equity
|
2.9
|
|
|
5.0
|
|
|
7.1
|
|
|
12.6
|
|
||||
|
Charitable contributions
|
(1.1
|
)
|
|
(11.1
|
)
|
|
(4.0
|
)
|
|
(13.9
|
)
|
||||
|
Pension and other postretirement non-service cost
|
(2.8
|
)
|
|
2.4
|
|
|
(8.7
|
)
|
|
14.7
|
|
||||
|
Interest rate swap settlement gain
|
—
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
||||
|
Miscellaneous
|
0.2
|
|
|
0.6
|
|
|
0.5
|
|
|
3.6
|
|
||||
|
Total Other, net
|
$
|
1.3
|
|
|
$
|
(1.7
|
)
|
|
$
|
0.3
|
|
|
$
|
42.4
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Operating Revenues
|
|
|
|
|
|
|
|
||||||||
|
Gas Distribution Operations
|
|
|
|
|
|
|
|
||||||||
|
Unaffiliated
|
$
|
463.6
|
|
|
$
|
418.6
|
|
|
$
|
2,506.2
|
|
|
$
|
2,347.8
|
|
|
Intersegment
|
3.3
|
|
|
3.3
|
|
|
9.9
|
|
|
9.8
|
|
||||
|
Total
|
466.9
|
|
|
421.9
|
|
|
2,516.1
|
|
|
2,357.6
|
|
||||
|
Electric Operations
|
|
|
|
|
|
|
|
||||||||
|
Unaffiliated
|
467.7
|
|
|
476.2
|
|
|
1,304.9
|
|
|
1,304.4
|
|
||||
|
Intersegment
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.6
|
|
||||
|
Total
|
467.9
|
|
|
476.4
|
|
|
1,305.5
|
|
|
1,305.0
|
|
||||
|
Corporate and Other
|
|
|
|
|
|
|
|
||||||||
|
Unaffiliated
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.6
|
|
||||
|
Intersegment
|
116.9
|
|
|
116.4
|
|
|
342.2
|
|
|
346.6
|
|
||||
|
Total
|
117.1
|
|
|
116.6
|
|
|
342.8
|
|
|
347.2
|
|
||||
|
Eliminations
|
(120.4
|
)
|
|
(119.9
|
)
|
|
(352.7
|
)
|
|
(357.0
|
)
|
||||
|
Consolidated Operating Revenues
|
$
|
931.5
|
|
|
$
|
895.0
|
|
|
$
|
3,811.7
|
|
|
$
|
3,652.8
|
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
||||||||
|
Gas Distribution Operations
|
$
|
(48.6
|
)
|
|
$
|
(455.2
|
)
|
|
$
|
605.8
|
|
|
$
|
(94.4
|
)
|
|
Electric Operations
|
140.7
|
|
|
134.9
|
|
|
321.4
|
|
|
300.4
|
|
||||
|
Corporate and Other
|
(1.1
|
)
|
|
4.4
|
|
|
1.5
|
|
|
(2.9
|
)
|
||||
|
Consolidated Operating Income (Loss)
|
$
|
91.0
|
|
|
$
|
(315.9
|
)
|
|
$
|
928.7
|
|
|
$
|
203.1
|
|
|
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
|
|
Three Months Ended
|
Nine Months Ended
|
|
||||||||
|
(in millions)
|
December 31, 2018
|
|
September 30, 2019
|
Incident to Date
|
|||||||||
|
Third-party claims
|
$
|
757
|
|
|
$
|
1
|
|
$
|
238
|
|
$
|
995
|
|
|
Other incident-related costs
|
266
|
|
|
20
|
|
122
|
|
388
|
|
||||
|
Total
|
1,023
|
|
|
21
|
|
360
|
|
1,383
|
|
||||
|
Insurance recoveries recorded
|
(135
|
)
|
|
—
|
|
(535
|
)
|
(670
|
)
|
||||
|
Total
|
$
|
888
|
|
|
$
|
21
|
|
$
|
(175
|
)
|
$
|
713
|
|
|
(in millions)
|
Insurance receivable
|
||
|
Balance, December 31, 2018
|
$
|
130
|
|
|
Insurance recoveries recorded in first quarter of 2019
|
100
|
|
|
|
Cash collected from insurance recoveries in the first quarter of 2019
|
(108
|
)
|
|
|
Balance, March 31, 2019
|
122
|
|
|
|
Insurance recoveries recorded in the second quarter of 2019
|
435
|
|
|
|
Cash collected from insurance recoveries in the second quarter of 2019
|
(297
|
)
|
|
|
Balance, June 30, 2019
|
260
|
|
|
|
Insurance recoveries recorded in the third quarter of 2019
|
—
|
|
|
|
Cash collected from insurance recoveries in the third quarter of 2019
|
(260
|
)
|
|
|
Balance, September 30, 2019
|
$
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
(in millions)
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||||
|
Operating Income (Loss)
|
$
|
91.0
|
|
|
$
|
(315.9
|
)
|
|
$
|
406.9
|
|
|
$
|
928.7
|
|
|
$
|
203.1
|
|
|
$
|
725.6
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
(in millions, except per share amounts)
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||||
|
Operating Revenues
|
$
|
931.5
|
|
|
$
|
895.0
|
|
|
$
|
36.5
|
|
|
$
|
3,811.7
|
|
|
$
|
3,652.8
|
|
|
$
|
158.9
|
|
|
Cost of Sales (excluding depreciation and amortization)
|
196.7
|
|
|
222.0
|
|
|
(25.3
|
)
|
|
1,130.5
|
|
|
1,259.7
|
|
|
(129.2
|
)
|
||||||
|
Total Net Revenues
|
$
|
734.8
|
|
|
$
|
673.0
|
|
|
$
|
61.8
|
|
|
$
|
2,681.2
|
|
|
$
|
2,393.1
|
|
|
$
|
288.1
|
|
|
Other Operating Expenses
|
643.8
|
|
|
988.9
|
|
|
(345.1
|
)
|
|
1,752.5
|
|
|
2,190.0
|
|
|
(437.5
|
)
|
||||||
|
Operating Income (Loss)
|
91.0
|
|
|
(315.9
|
)
|
|
406.9
|
|
|
928.7
|
|
|
203.1
|
|
|
725.6
|
|
||||||
|
Total Other Deductions, net
|
(94.6
|
)
|
|
(118.1
|
)
|
|
23.5
|
|
|
(285.3
|
)
|
|
(268.3
|
)
|
|
(17.0
|
)
|
||||||
|
Income Taxes
|
(10.2
|
)
|
|
(94.5
|
)
|
|
84.3
|
|
|
121.0
|
|
|
(26.3
|
)
|
|
147.3
|
|
||||||
|
Net Income (Loss)
|
6.6
|
|
|
(339.5
|
)
|
|
346.1
|
|
|
522.4
|
|
|
(38.9
|
)
|
|
561.3
|
|
||||||
|
Preferred dividends
|
(13.8
|
)
|
|
(5.6
|
)
|
|
(8.2
|
)
|
|
(41.4
|
)
|
|
(6.9
|
)
|
|
(34.5
|
)
|
||||||
|
Net Income (Loss) Available to Common Shareholders
|
(7.2
|
)
|
|
(345.1
|
)
|
|
337.9
|
|
|
481.0
|
|
|
(45.8
|
)
|
|
526.8
|
|
||||||
|
Basic Earnings (Loss) Per Share
|
$
|
(0.02
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
0.93
|
|
|
$
|
1.29
|
|
|
$
|
(0.13
|
)
|
|
$
|
1.42
|
|
|
Basic Average Common Shares Outstanding
|
374.1
|
|
|
363.9
|
|
|
10.2
|
|
|
373.8
|
|
|
352.1
|
|
|
21.7
|
|
||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|||||||||||||||||||
|
(in millions)
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|||||||||||
|
Operating Income (Loss)
|
$
|
(48.6
|
)
|
|
$
|
(455.2
|
)
|
|
$
|
406.6
|
|
|
$
|
605.8
|
|
|
(94.4
|
)
|
|
$
|
700.2
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
(in millions)
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||||
|
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating Revenues
|
$
|
466.9
|
|
|
$
|
421.9
|
|
|
$
|
45.0
|
|
|
$
|
2,516.1
|
|
|
$
|
2,357.6
|
|
|
$
|
158.5
|
|
|
Less: Cost of sales (excluding depreciation and amortization)
|
73.0
|
|
|
85.7
|
|
|
(12.7
|
)
|
|
759.8
|
|
|
875.1
|
|
|
(115.3
|
)
|
||||||
|
Net Revenues
|
393.9
|
|
|
336.2
|
|
|
57.7
|
|
|
1,756.3
|
|
|
1,482.5
|
|
|
273.8
|
|
||||||
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operation and maintenance
|
289.9
|
|
|
678.5
|
|
|
(388.6
|
)
|
|
680.9
|
|
|
1,214.2
|
|
|
(533.3
|
)
|
||||||
|
Depreciation and amortization
|
102.6
|
|
|
72.5
|
|
|
30.1
|
|
|
299.4
|
|
|
215.0
|
|
|
84.4
|
|
||||||
|
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
|
Other taxes
|
50.0
|
|
|
40.4
|
|
|
9.6
|
|
|
170.3
|
|
|
147.7
|
|
|
22.6
|
|
||||||
|
Total Operating Expenses
|
442.5
|
|
|
791.4
|
|
|
(348.9
|
)
|
|
1,150.5
|
|
|
1,576.9
|
|
|
(426.4
|
)
|
||||||
|
Operating Income (Loss)
|
$
|
(48.6
|
)
|
|
$
|
(455.2
|
)
|
|
$
|
406.6
|
|
|
$
|
605.8
|
|
|
$
|
(94.4
|
)
|
|
$
|
700.2
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Residential
|
$
|
289.7
|
|
|
$
|
260.2
|
|
|
$
|
29.5
|
|
|
$
|
1,645.3
|
|
|
$
|
1,540.8
|
|
|
$
|
104.5
|
|
|
Commercial
|
91.6
|
|
|
81.8
|
|
|
9.8
|
|
|
545.9
|
|
|
517.6
|
|
|
28.3
|
|
||||||
|
Industrial
|
45.5
|
|
|
39.2
|
|
|
6.3
|
|
|
181.5
|
|
|
161.7
|
|
|
19.8
|
|
||||||
|
Off-System
|
16.9
|
|
|
22.0
|
|
|
(5.1
|
)
|
|
60.4
|
|
|
65.2
|
|
|
(4.8
|
)
|
||||||
|
Other
|
23.2
|
|
|
18.7
|
|
|
4.5
|
|
|
83.0
|
|
|
72.3
|
|
|
10.7
|
|
||||||
|
Total
|
$
|
466.9
|
|
|
$
|
421.9
|
|
|
$
|
45.0
|
|
|
$
|
2,516.1
|
|
|
$
|
2,357.6
|
|
|
$
|
158.5
|
|
|
Sales and Transportation (MMDth)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Residential
|
13.6
|
|
|
13.8
|
|
|
(0.2
|
)
|
|
186.5
|
|
|
187.9
|
|
|
(1.4
|
)
|
||||||
|
Commercial
|
17.4
|
|
|
17.5
|
|
|
(0.1
|
)
|
|
131.8
|
|
|
129.7
|
|
|
2.1
|
|
||||||
|
Industrial
|
133.0
|
|
|
132.1
|
|
|
0.9
|
|
|
406.5
|
|
|
417.7
|
|
|
(11.2
|
)
|
||||||
|
Off-System
|
8.5
|
|
|
7.5
|
|
|
1.0
|
|
|
24.6
|
|
|
21.9
|
|
|
2.7
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
||||||
|
Total
|
172.5
|
|
|
170.9
|
|
|
1.6
|
|
|
749.7
|
|
|
757.5
|
|
|
(7.8
|
)
|
||||||
|
Heating Degree Days
|
13
|
|
|
51
|
|
|
(38
|
)
|
|
3,409
|
|
|
3,498
|
|
|
(89
|
)
|
||||||
|
Normal Heating Degree Days
|
71
|
|
|
85
|
|
|
(14
|
)
|
|
3,498
|
|
|
3,576
|
|
|
(78
|
)
|
||||||
|
% Warmer than Normal
|
(82
|
)%
|
|
(40
|
)%
|
|
|
|
|
(3
|
)%
|
|
(2
|
)%
|
|
|
|||||||
|
Gas Distribution Customers
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Residential
|
|
|
|
|
|
|
3,167,742
|
|
|
3,140,942
|
|
|
26,800
|
|
|||||||||
|
Commercial
|
|
|
|
|
|
|
277,701
|
|
|
276,786
|
|
|
915
|
|
|||||||||
|
Industrial
|
|
|
|
|
|
|
5,974
|
|
|
5,969
|
|
|
5
|
|
|||||||||
|
Other
|
|
|
|
|
|
|
3
|
|
|
5
|
|
|
(2
|
)
|
|||||||||
|
Total
|
|
|
|
|
|
|
3,451,420
|
|
|
3,423,702
|
|
|
27,718
|
|
|||||||||
|
•
|
New rates from base rate proceedings and infrastructure replacement programs of $52.1 million.
|
|
•
|
Higher regulatory, tax and depreciation trackers, which are offset in operating expense, of $5.8 million.
|
|
•
|
Lower third-party claims and other expenses related to the Greater Lawrence Incident of $429.9 million.
|
|
•
|
Increased depreciation of $30.1 million due to the regulatory outcome of NIPSCO's gas rate case, an increase in amortization of depreciation previously deferred as a regulatory asset resulting from Columbia of Ohio's CEP, as well as higher capital expenditures placed in service.
|
|
•
|
Higher employee and administrative expenses of $18.8 million.
|
|
•
|
Increased outside services of $10.4 million primarily due to increased line location work.
|
|
•
|
Higher property taxes of $8.3 million primarily due to increased amortization of property taxes previously deferred as a regulatory asset resulting from Columbia of Ohio's CEP, as well as higher capital expenditures placed in service.
|
|
•
|
Increased regulatory, tax and depreciation trackers, which are offset in net revenues, of $5.8 million.
|
|
•
|
New rates from base rate proceedings and infrastructure replacement programs of $219.2 million.
|
|
•
|
Higher regulatory, tax and depreciation trackers, which are offset in operating expense, of $38.2 million.
|
|
•
|
Increased residential and commercial customer growth of $10.1 million.
|
|
•
|
Higher revenues of $8.9 million resulting from an update in the weather-related normal heating degree day methodology (see further detail below), partially offset by a $5.0 million revenue decrease from the effects of warmer weather in 2019.
|
|
•
|
Insurance recoveries recorded, net of third-party claims and other expenses recorded, related to the Greater Lawrence Incident of $626.4 million.
|
|
•
|
Increased depreciation of $84.4 million due to the regulatory outcome of NIPSCO's gas rate case, an increase in amortization of depreciation previously deferred as a regulatory asset resulting from Columbia of Ohio's CEP, as well as higher capital expenditures placed in service.
|
|
•
|
Higher regulatory, tax and depreciation trackers, which are offset in net revenues, of $38.2 million.
|
|
•
|
Increased employee and administrative expenses of $26.9 million.
|
|
•
|
Higher property taxes of $18.3 million primarily due to increased amortization of property taxes previously deferred as a regulatory asset resulting from Columbia of Ohio's CEP, as well as higher capital expenditures placed in service.
|
|
•
|
Increased outside services of $11.2 million primarily due to increased line location work.
|
|
•
|
Higher insurance expense of $4.9 million primarily driven by increased premiums.
|
|
•
|
An update in the weather-related normal heating degree day methodology resulting in a favorable variance attributed to weather of $8.9 million, as discussed above.
|
|
•
|
The effects of warmer weather in 2019 of $5.0 million.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
(in millions)
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||||
|
Operating Income
|
$
|
140.7
|
|
|
$
|
134.9
|
|
|
$
|
5.8
|
|
|
$
|
321.4
|
|
|
$
|
300.4
|
|
|
$
|
21.0
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
(in millions)
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||||
|
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating revenues
|
$
|
467.9
|
|
|
$
|
476.4
|
|
|
$
|
(8.5
|
)
|
|
$
|
1,305.5
|
|
|
$
|
1,305.0
|
|
|
$
|
0.5
|
|
|
Less: Cost of sales (excluding depreciation and amortization)
|
123.7
|
|
|
136.3
|
|
|
(12.6
|
)
|
|
370.7
|
|
|
384.6
|
|
|
(13.9
|
)
|
||||||
|
Net Revenues
|
344.2
|
|
|
340.1
|
|
|
4.1
|
|
|
934.8
|
|
|
920.4
|
|
|
14.4
|
|
||||||
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operation and maintenance
|
118.4
|
|
|
123.4
|
|
|
(5.0
|
)
|
|
363.9
|
|
|
377.9
|
|
|
(14.0
|
)
|
||||||
|
Depreciation and amortization
|
70.4
|
|
|
66.3
|
|
|
4.1
|
|
|
207.8
|
|
|
196.3
|
|
|
11.5
|
|
||||||
|
Other taxes
|
14.7
|
|
|
15.5
|
|
|
(0.8
|
)
|
|
41.7
|
|
|
45.8
|
|
|
(4.1
|
)
|
||||||
|
Total Operating Expenses
|
203.5
|
|
|
205.2
|
|
|
(1.7
|
)
|
|
613.4
|
|
|
620.0
|
|
|
(6.6
|
)
|
||||||
|
Operating Income
|
$
|
140.7
|
|
|
$
|
134.9
|
|
|
$
|
5.8
|
|
|
$
|
321.4
|
|
|
$
|
300.4
|
|
|
$
|
21.0
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Residential
|
$
|
148.7
|
|
|
$
|
154.7
|
|
|
$
|
(6.0
|
)
|
|
$
|
373.4
|
|
|
$
|
382.3
|
|
|
$
|
(8.9
|
)
|
|
Commercial
|
136.3
|
|
|
140.7
|
|
|
(4.4
|
)
|
|
370.8
|
|
|
374.2
|
|
|
(3.4
|
)
|
||||||
|
Industrial
|
151.8
|
|
|
153.8
|
|
|
(2.0
|
)
|
|
471.2
|
|
|
468.7
|
|
|
2.5
|
|
||||||
|
Wholesale
|
3.5
|
|
|
3.8
|
|
|
(0.3
|
)
|
|
9.0
|
|
|
12.4
|
|
|
(3.4
|
)
|
||||||
|
Other
|
27.6
|
|
|
23.4
|
|
|
4.2
|
|
|
81.1
|
|
|
67.4
|
|
|
13.7
|
|
||||||
|
Total
|
$
|
467.9
|
|
|
$
|
476.4
|
|
|
$
|
(8.5
|
)
|
|
$
|
1,305.5
|
|
|
$
|
1,305.0
|
|
|
$
|
0.5
|
|
|
Sales (Gigawatt Hours)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Residential
|
1,103.2
|
|
|
1,121.5
|
|
|
(18.3
|
)
|
|
2,628.7
|
|
|
2,754.6
|
|
|
(125.9
|
)
|
||||||
|
Commercial
|
1,077.3
|
|
|
1,079.6
|
|
|
(2.3
|
)
|
|
2,862.7
|
|
|
2,929.0
|
|
|
(66.3
|
)
|
||||||
|
Industrial
|
2,145.5
|
|
|
2,223.3
|
|
|
(77.8
|
)
|
|
6,525.7
|
|
|
6,785.8
|
|
|
(260.1
|
)
|
||||||
|
Wholesale
|
0.3
|
|
|
2.5
|
|
|
(2.2
|
)
|
|
7.9
|
|
|
94.8
|
|
|
(86.9
|
)
|
||||||
|
Other
|
29.6
|
|
|
34.7
|
|
|
(5.1
|
)
|
|
86.4
|
|
|
95.2
|
|
|
(8.8
|
)
|
||||||
|
Total
|
4,355.9
|
|
|
4,461.6
|
|
|
(105.7
|
)
|
|
12,111.4
|
|
|
12,659.4
|
|
|
(548.0
|
)
|
||||||
|
Cooling Degree Days
|
720
|
|
|
739
|
|
|
(19
|
)
|
|
940
|
|
|
1,131
|
|
|
(191
|
)
|
||||||
|
Normal Cooling Degree Days
|
556
|
|
|
570
|
|
|
|
|
|
795
|
|
|
799
|
|
|
|
|
||||||
|
% Warmer than Normal
|
29
|
%
|
|
30
|
%
|
|
|
|
|
18
|
%
|
|
42
|
%
|
|
|
|
||||||
|
Electric Customers
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Residential
|
|
|
|
|
|
|
413,363
|
|
|
410,848
|
|
|
2,515
|
|
|||||||||
|
Commercial
|
|
|
|
|
|
|
56,906
|
|
|
56,426
|
|
|
480
|
|
|||||||||
|
Industrial
|
|
|
|
|
|
|
2,264
|
|
|
2,285
|
|
|
(21
|
)
|
|||||||||
|
Wholesale
|
|
|
|
|
|
|
729
|
|
|
736
|
|
|
(7
|
)
|
|||||||||
|
Other
|
|
|
|
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|||||||||
|
Total
|
|
|
|
|
|
|
473,264
|
|
|
470,297
|
|
|
2,967
|
|
|||||||||
|
•
|
Increased residential and commercial usage of $4.7 million.
|
|
•
|
Increased rates due to incremental capital spend on infrastructure replacement programs and electric transmission projects of $2.9 million.
|
|
•
|
Higher regulatory and depreciation trackers, which are offset in operating expense, of $2.6 million.
|
|
•
|
Lower revenues from the effects of cooler weather in 2019 of $6.8 million.
|
|
•
|
Decreased materials and supplies costs of $2.5 million driven by lower generation-related maintenance.
|
|
•
|
Lower outside service costs of $1.8 million.
|
|
•
|
Decreased employee and administrative costs of $1.1 million.
|
|
•
|
Higher regulatory and depreciation trackers, which are offset in net revenues, of $2.6 million.
|
|
•
|
Increased depreciation of $2.0 million due to higher capital expenditures placed in service.
|
|
•
|
Increased rates due to incremental capital spend on infrastructure replacement programs and electric transmission projects of $13.9 million.
|
|
•
|
Higher regulatory and depreciation trackers, which are offset in operating expense, of $8.3 million.
|
|
•
|
Decreased fuel handling costs of $7.3 million.
|
|
•
|
Increased commercial and residential customer growth of $3.1 million.
|
|
•
|
Decreased industrial and residential customer usage of $7.1 million.
|
|
•
|
Lower revenues from the effects of cooler weather in 2019 of $12.8 million.
|
|
•
|
Decreased employee and administrative costs of $6.7 million.
|
|
•
|
Lower outside service costs of $5.7 million.
|
|
•
|
Decreased materials and supplies costs and property tax expense of $5.8 million and $3.5 million, respectively, primarily related to the retirement of Bailly Generating Station Units 7 and 8 on May 31, 2018.
|
|
•
|
Higher regulatory and depreciation trackers, which are offset in net revenue, of $8.3 million.
|
|
•
|
Increased depreciation of $6.4 million due to higher capital expenditures placed in service.
|
|
(in millions)
|
September 30, 2019
|
December 31, 2018
|
||||
|
Current Liquidity
|
|
|
||||
|
Revolving Credit Facility
|
$
|
1,850.0
|
|
$
|
1,850.0
|
|
|
Accounts Receivable Program(1)
|
260.1
|
|
399.2
|
|
||
|
Less:
|
|
|
||||
|
Commercial Paper
|
505.0
|
|
978.0
|
|
||
|
Accounts Receivable Program Utilized
|
260.1
|
|
399.2
|
|
||
|
Letters of Credit Outstanding Under Credit Facility
|
10.2
|
|
10.2
|
|
||
|
Add:
|
|
|
||||
|
Cash and Cash Equivalents
|
28.0
|
|
112.8
|
|
||
|
Net Available Liquidity
|
$
|
1,362.8
|
|
$
|
974.6
|
|
|
(4.1)
|
Form of 2.950% Notes due 2029 (incorporated by reference to Exhibit 4.1 to NiSource Inc. Form 8-K filed on August 12, 2019).
|
|
|
|
|
(31.1)
|
|
|
|
|
|
(31.2)
|
|
|
|
|
|
(32.1)
|
|
|
|
|
|
(32.2)
|
|
|
|
|
|
(101.INS)
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
(101.SCH)
|
Inline XBRL Schema Document
|
|
|
|
|
(101.CAL)
|
Inline XBRL Calculation Linkbase Document
|
|
|
|
|
(101.LAB)
|
Inline XBRL Labels Linkbase Document
|
|
|
|
|
(101.PRE)
|
Inline XBRL Presentation Linkbase Document
|
|
|
|
|
(101.DEF)
|
Inline XBRL Definition Linkbase Document
|
|
|
|
|
(104)
|
Cover page Interactive Data File (formatted as inline XBRL, and contained in Exhibit 101.)
|
|
|
|
|
*
|
Exhibit filed herewith.
|
|
|
|
|
NiSource Inc.
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date:
|
October 30, 2019
|
By:
|
/s/ Joseph W. Mulpas
|
|
|
|
|
|
Joseph W. Mulpas
|
|
|
|
|
|
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
|
|
|
1.
|
I have reviewed this Quarterly Report of NiSource Inc. on Form 10-Q for the quarter ended September 30, 2019;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
October 30, 2019
|
By:
|
|
/s/ Joseph Hamrock
|
|
|
|
|
|
|
Joseph Hamrock
|
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this Quarterly Report of NiSource Inc. on Form 10-Q for the quarter ended September 30, 2019;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
October 30, 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 results of operations of the Company.
|
|
|
|
|
/s/ Joseph Hamrock
|
|
|
|
|
|
Joseph Hamrock
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
Date:
|
|
October 30, 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 results of operations of the Company.
|
|
|
|
|
/s/ Donald E. Brown
|
|
|
|
|
|
Donald E. Brown
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
Date:
|
|
October 30, 2019
|
|
|