|
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
|
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|
|
Title of Each Class
|
Trading
Symbol(s) |
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.01 per share
|
NI
|
NYSE
|
Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B
|
NI PR B
|
NYSE
|
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
No.
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|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
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Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
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Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
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Item 15.
|
||
|
||
NiSource Subsidiaries, Affiliates and Former Subsidiaries
|
|
|
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
|
|
|
|
Abbreviations
|
|
|
ACE
|
|
Affordable clean energy
|
AFUDC
|
|
Allowance for funds used during construction
|
AMR
|
|
Automatic meter reading
|
AMRP
|
|
Accelerated Main Replacement Program
|
AMT
|
|
Alternative Minimum Tax
|
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
|
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)
|
DPA
|
|
Deferred prosecution agreement
|
DPU
|
|
Department of Public Utilities
|
DSIC
|
|
Distribution System Investment Charge
|
DSM
|
|
Demand Side Management
|
ECT
|
|
Environmental Cost Tracker
|
EERM
|
|
Environmental Expense Recovery Mechanism
|
ELG
|
|
Effluent Limitation Guidelines
|
EPA
|
|
United States Environmental Protection Agency
|
EPS
|
|
Earnings per share
|
FAC
|
|
Fuel adjustment clause
|
FASB
|
|
Financial Accounting Standards Board
|
DEFINED TERMS
|
||
FERC
|
|
Federal Energy Regulatory Commission
|
FMCA
|
|
Federally Mandated Cost Adjustment
|
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
|
MA DOR
|
|
Massachusetts Department of Revenue
|
Massachusetts Business
|
|
All of the assets being sold to, and liabilities being assumed by, Eversource pursuant to the Asset Purchase Agreement
|
MGP
|
|
Manufactured Gas Plant
|
MISO
|
|
Midcontinent Independent System Operator
|
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
|
|
Power Purchase 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
|
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
|
DEFINED TERMS
|
||
SMRP
|
|
Safety Modification and Replacement Program
|
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
|
U.S. Attorney's Office
|
|
U.S. Attorney's Office for the District of Massachusetts
|
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
|
|
56
|
|
|
President and Chief Executive Officer of NiSource since July 2015.
|
|
|
|
|
Executive Vice President and Group Chief Executive Officer of NiSource from May 2012 to July 2015.
|
|
Donald E. Brown
|
|
48
|
|
|
Executive Vice President of NiSource since May 2015.
|
|
|
|
|
Chief Financial Officer of NiSource since July 2015.
|
|
|
|
|
|
Treasurer of NiSource from July 2015 to June 2016.
|
|
|
|
|
|
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
|
|
51
|
|
|
Vice President, Internal Audit of NiSource since January 2019.
|
|
|
|
|
Chief Operating Officer of NiSource from September 2018 to December 2018.
|
|
|
|
|
|
Vice President, Audit of NiSource from November 2017 to September 2018.
|
|
|
|
|
|
Vice President, Planning and Analysis of NiSource from June 2016 to November 2017.
|
|
|
|
|
|
Vice President, Strategy and Planning of NiSource Corporate Services Company from July 2015 to May 2016.
|
|
|
|
|
|
Chief Financial Officer of NIPSCO from 2012 to June 2015.
|
|
Carrie J. Hightman
|
|
62
|
|
|
Executive Vice President and Chief Legal Officer of NiSource since 2007.
|
Kenneth E. Keener
|
|
55
|
|
|
Senior Vice President and Chief Human Resources Officer of NiSource since August 2019.
|
|
|
|
|
Vice President, Talent and Organizational Effectiveness of NiSource Corporate Services Company from June 2012 to July 2019.
|
|
Charles E. Shafer, II
|
|
50
|
|
|
Senior Vice President and Chief Safety Officer of NiSource since October 2019.
|
|
|
|
|
Senior Vice President, Gas Engineering and Gas Support Services of NiSource Corporate Services Company from January 2019 to September 2019.
|
|
|
|
|
|
Senior Vice President, Customer Services and New Business of NiSource Corporate Services Company from May 2016 through December 2018.
|
|
|
|
|
|
Vice President, Engineering and Construction of NiSource Corporate Services Company from June 2012 to May 2016.
|
|
Violet G. Sistovaris
|
|
58
|
|
|
Executive Vice President and President, NIPSCO of NiSource since July 2015.
|
|
|
|
|
Senior Vice President and Chief Information Officer of NiSource from May 2014 to June 2015.
|
|
Suzanne K. Surface
|
|
55
|
|
|
Chief Services Officer of NiSource since January 2019.
|
|
|
|
|
Vice President, Audit of NiSource from September 2018 to December 2018.
|
|
|
|
|
|
Vice President, Transformation Office of NiSource from August 2018 to September 2018.
|
|
|
|
|
|
Vice President, Corporate Services Customer Value of NiSource 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 Corporate Services Company from July 2009 to June 2015.
|
|
Pablo A. Vegas
|
|
46
|
|
|
Executive Vice President and President, Gas Utilities of NiSource since January 2019.
|
|
|
|
|
Executive Vice President and Chief Restoration Officer of NiSource from September 2018 to December 2018.
|
|
|
|
|
|
Executive Vice President, Gas Business 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 Company of Ohio from May 2012 to May 2016.
|
Year Ended December 31, (in millions except per share data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Revenues
|
$
|
5,208.9
|
|
|
$
|
5,114.5
|
|
|
$
|
4,874.6
|
|
|
$
|
4,492.5
|
|
|
$
|
4,651.8
|
|
Net Income (Loss) Available to Common Shareholders
|
328.0
|
|
|
(65.6
|
)
|
|
128.5
|
|
|
331.5
|
|
|
198.6
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
22,659.8
|
|
|
21,804.0
|
|
|
19,961.7
|
|
|
18,691.9
|
|
|
17,492.5
|
|
|||||
Capitalization
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity
|
5,986.7
|
|
|
5,750.9
|
|
|
4,320.1
|
|
|
4,071.2
|
|
|
3,843.5
|
|
|||||
Long-term debt, excluding amounts due within one year
|
7,856.2
|
|
|
7,105.4
|
|
|
7,512.2
|
|
|
6,058.2
|
|
|
5,948.5
|
|
|||||
Total Capitalization
|
$
|
13,842.9
|
|
|
$
|
12,856.3
|
|
|
$
|
11,832.3
|
|
|
$
|
10,129.4
|
|
|
$
|
9,792.0
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings (Loss) Per Share ($)
|
$
|
0.88
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
1.02
|
|
|
$
|
0.63
|
|
Diluted Earnings (Loss) Per Share ($)
|
$
|
0.87
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
1.01
|
|
|
$
|
0.63
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per common share ($)
|
$
|
0.80
|
|
|
$
|
0.78
|
|
|
$
|
0.70
|
|
|
$
|
0.64
|
|
|
$
|
0.83
|
|
Common shares outstanding at the end of the year (in thousands)
|
382,136
|
|
|
372,363
|
|
|
337,016
|
|
|
323,160
|
|
|
319,110
|
|
|||||
Number of common stockholders
|
18,725
|
|
|
19,889
|
|
|
21,009
|
|
|
22,272
|
|
|
30,190
|
|
|||||
Dividends declared per Series A preferred share ($)
|
$
|
56.50
|
|
|
$
|
28.88
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dividends declared per Series B preferred share ($)
|
$
|
1,674.65
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
1,867.8
|
|
|
$
|
1,814.6
|
|
|
$
|
1,753.8
|
|
|
$
|
1,490.4
|
|
|
$
|
1,367.5
|
|
Number of employees
|
8,363
|
|
|
8,087
|
|
|
8,175
|
|
|
8,007
|
|
|
7,596
|
|
•
|
During 2019, we recorded a loss of approximately $284 million for third-party claims and approximately $154 million for other incident-related expenses in connection with the Greater Lawrence Incident. Columbia of Massachusetts recorded $665 million for insurance recoveries through December 31, 2019. For additional information, see Note 19-C, "Legal Proceedings," and E, "Other Matters" in the Notes to Consolidated Financial Statements.
|
•
|
During the fourth quarter of 2019, we recorded an impairment charge of $204.8 million for goodwill and an impairment charge of $209.7 million for franchise rights, in each case related to Columbia of Massachusetts. For additional information, see Note 6, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements.
|
•
|
During the third quarter of 2019, we closed our placement of $750.0 million of 2.95% senior unsecured notes maturing in 2029.
|
•
|
During 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. For additional information, see Note 19-C, "Legal Proceedings," and E, Other Matters." in the Notes to Consolidated Financial Statements.
|
•
|
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 retired, we recorded a $97.2 million loss on early extinguishment of long-term debt, primarily attributable to early redemption premiums.
|
Index
|
Page
|
Executive Summary
|
|
Summary of Consolidated Financial Results
|
|
Results and Discussion of Segment Operations
|
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Off Balance Sheet Arrangements
|
|
|
Year Ended
|
|
Year Ended
|
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2019
|
Incident to Date
|
||||||
Third-party claims and government fines, penalties and settlements
|
$
|
757
|
|
|
$
|
284
|
|
$
|
1,041
|
|
Other incident-related costs
|
266
|
|
|
154
|
|
420
|
|
|||
Total
|
1,023
|
|
|
438
|
|
1,461
|
|
|||
Insurance recoveries recorded
|
(135
|
)
|
|
(665
|
)
|
(800
|
)
|
|||
Loss (benefit) to income before income taxes
|
$
|
888
|
|
|
$
|
(227
|
)
|
$
|
661
|
|
(in millions)
|
Insurance receivable(1)
|
||
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
|
$
|
—
|
|
Insurance recoveries recorded in the fourth quarter of 2019
|
130
|
|
|
Cash collected from insurance recoveries in the fourth quarter of 2019
|
(130
|
)
|
|
Balance, December 31, 2019
|
$
|
—
|
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||
Operating Income
|
$
|
890.7
|
|
|
$
|
124.7
|
|
|
$
|
921.2
|
|
|
$
|
766.0
|
|
|
$
|
(796.5
|
)
|
Year Ended December 31, (in millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||
Operating Revenues
|
$
|
5,208.9
|
|
|
$
|
5,114.5
|
|
|
$
|
4,874.6
|
|
|
$
|
94.4
|
|
|
$
|
239.9
|
|
Cost of sales (excluding depreciation and amortization)
|
1,534.8
|
|
|
1,761.3
|
|
|
1,518.7
|
|
|
(226.5
|
)
|
|
242.6
|
|
|||||
Total Net Revenues
|
3,674.1
|
|
|
3,353.2
|
|
|
3,355.9
|
|
|
320.9
|
|
|
(2.7
|
)
|
|||||
Other Operating Expenses
|
2,783.4
|
|
|
3,228.5
|
|
|
2,434.7
|
|
|
(445.1
|
)
|
|
793.8
|
|
|||||
Operating Income
|
890.7
|
|
|
124.7
|
|
|
921.2
|
|
|
766.0
|
|
|
(796.5
|
)
|
|||||
Total Other Deductions, Net
|
(384.1
|
)
|
|
(355.3
|
)
|
|
(478.2
|
)
|
|
(28.8
|
)
|
|
122.9
|
|
|||||
Income Taxes
|
123.5
|
|
|
(180.0
|
)
|
|
314.5
|
|
|
303.5
|
|
|
(494.5
|
)
|
|||||
Net Income (Loss)
|
383.1
|
|
|
(50.6
|
)
|
|
128.5
|
|
|
433.7
|
|
|
(179.1
|
)
|
|||||
Preferred dividends
|
(55.1
|
)
|
|
(15.0
|
)
|
|
—
|
|
|
(40.1
|
)
|
|
(15.0
|
)
|
|||||
Net Income (Loss) Available to Common Shareholders
|
328.0
|
|
|
(65.6
|
)
|
|
128.5
|
|
|
393.6
|
|
|
(194.1
|
)
|
|||||
Basic Earnings (Loss) Per Share
|
$
|
0.88
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
1.06
|
|
|
$
|
(0.57
|
)
|
Basic Average Common Shares Outstanding
|
374.6
|
|
|
356.5
|
|
|
329.4
|
|
|
18.1
|
|
|
27.1
|
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||
Operating Income (Loss)
|
$
|
675.4
|
|
|
$
|
(254.1
|
)
|
|
$
|
550.1
|
|
|
$
|
929.5
|
|
|
$
|
(804.2
|
)
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
3,522.8
|
|
|
$
|
3,419.5
|
|
|
$
|
3,102.1
|
|
|
$
|
103.3
|
|
|
$
|
317.4
|
|
Less: Cost of sales (excluding depreciation and amortization)
|
1,067.6
|
|
|
1,259.3
|
|
|
1,005.0
|
|
|
(191.7
|
)
|
|
254.3
|
|
|||||
Net Revenues
|
2,455.2
|
|
|
2,160.2
|
|
|
2,097.1
|
|
|
295.0
|
|
|
63.1
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
935.7
|
|
|
1,908.1
|
|
|
1,090.8
|
|
|
(972.4
|
)
|
|
817.3
|
|
|||||
Depreciation and amortization
|
403.2
|
|
|
301.0
|
|
|
269.3
|
|
|
102.2
|
|
|
31.7
|
|
|||||
Impairment of other intangible assets
|
209.7
|
|
|
—
|
|
|
—
|
|
|
209.7
|
|
|
—
|
|
|||||
Loss on sale of fixed assets and impairments, net
|
0.1
|
|
|
0.2
|
|
|
2.8
|
|
|
(0.1
|
)
|
|
(2.6
|
)
|
|||||
Other taxes
|
231.1
|
|
|
205.0
|
|
|
184.1
|
|
|
26.1
|
|
|
20.9
|
|
|||||
Total Operating Expenses
|
1,779.8
|
|
|
2,414.3
|
|
|
1,547.0
|
|
|
(634.5
|
)
|
|
867.3
|
|
|||||
Operating Income (Loss)
|
$
|
675.4
|
|
|
$
|
(254.1
|
)
|
|
$
|
550.1
|
|
|
$
|
929.5
|
|
|
$
|
(804.2
|
)
|
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
2,317.2
|
|
|
$
|
2,248.3
|
|
|
$
|
2,029.4
|
|
|
$
|
68.9
|
|
|
$
|
218.9
|
|
Commercial
|
775.1
|
|
|
753.7
|
|
|
669.4
|
|
|
21.4
|
|
|
84.3
|
|
|||||
Industrial
|
245.8
|
|
|
228.6
|
|
|
217.5
|
|
|
17.2
|
|
|
11.1
|
|
|||||
Off-System
|
77.7
|
|
|
92.4
|
|
|
111.8
|
|
|
(14.7
|
)
|
|
(19.4
|
)
|
|||||
Other
|
107.0
|
|
|
96.5
|
|
|
74.0
|
|
|
10.5
|
|
|
22.5
|
|
|||||
Total
|
$
|
3,522.8
|
|
|
$
|
3,419.5
|
|
|
$
|
3,102.1
|
|
|
$
|
103.3
|
|
|
$
|
317.4
|
|
Sales and Transportation (MMDth)
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
274.9
|
|
|
280.3
|
|
|
247.1
|
|
|
(5.4
|
)
|
|
33.2
|
|
|||||
Commercial
|
189.6
|
|
|
187.6
|
|
|
169.3
|
|
|
2.0
|
|
|
18.3
|
|
|||||
Industrial
|
542.5
|
|
|
555.7
|
|
|
517.5
|
|
|
(13.2
|
)
|
|
38.2
|
|
|||||
Off-System
|
32.9
|
|
|
30.0
|
|
|
39.0
|
|
|
2.9
|
|
|
(9.0
|
)
|
|||||
Other
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
(0.3
|
)
|
|||||
Total
|
1,040.2
|
|
|
1,053.6
|
|
|
973.2
|
|
|
(13.4
|
)
|
|
80.4
|
|
|||||
Heating Degree Days
|
5,375
|
|
|
5,562
|
|
|
4,927
|
|
|
(187
|
)
|
|
635
|
|
|||||
Normal Heating Degree Days
|
5,452
|
|
|
5,610
|
|
|
5,610
|
|
|
(158
|
)
|
|
—
|
|
|||||
% Warmer than Normal
|
(1
|
)%
|
|
(1
|
)%
|
|
(12
|
)%
|
|
|
|
|
|
|
|||||
Gas Distribution Customers
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
3,221,178
|
|
|
3,194,662
|
|
|
3,168,516
|
|
|
26,516
|
|
|
26,146
|
|
|||||
Commercial
|
282,778
|
|
|
281,517
|
|
|
280,362
|
|
|
1,261
|
|
|
1,155
|
|
|||||
Industrial
|
5,982
|
|
|
5,833
|
|
|
6,228
|
|
|
149
|
|
|
(395
|
)
|
|||||
Other
|
3
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
|||||
Total
|
3,509,941
|
|
|
3,482,015
|
|
|
3,455,110
|
|
|
27,926
|
|
|
26,905
|
|
•
|
New rates from base rate proceedings and infrastructure replacement programs of $243.2 million.
|
•
|
Higher regulatory, depreciation, and tax trackers, which are offset in operating expense, of $36.2 million.
|
•
|
Higher revenues of $14.5 million resulting from an update in the weather-related normal heating degree day methodology (see further detail below), partially offset by a $7.1 million revenue decrease from the effects of warmer weather in 2019.
|
•
|
The effects of commercial and residential customer growth of $12.8 million.
|
•
|
Decreased expenses related to third-party claims and other costs for the Greater Lawrence Incident of $1,090.7 million, net of insurance recoveries recorded.
|
•
|
Non-cash impairment of the Columbia of Massachusetts franchise rights of $209.7 million.
|
•
|
Increased depreciation of $103.8 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, and higher capital expenditures placed in service.
|
•
|
Higher employee and administrative expenses of $50.2 million driven by resources shifting from the temporary assistance on the Greater Lawrence Incident restoration to normal operations (offset in the decreased Greater Lawrence Incident costs discussed above) and an increase in headcount.
|
•
|
Increased regulatory, depreciation, and tax trackers, which are offset in net revenues, of $36.2 million.
|
•
|
Higher property taxes of $22.2 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.
|
•
|
Higher outside services of $17.4 million primarily due to increased line location and safety-related work.
|
•
|
Higher insurance expense of $9.1 million primarily driven by increased premiums.
|
•
|
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 for 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.
|
•
|
An update in the weather-related normal heating degree day methodology resulting in a favorable variance attributed to weather of $14.5 million, as discussed above.
|
•
|
The effects of warmer weather in 2019 of $7.1 million.
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||
Operating Income
|
$
|
406.8
|
|
|
$
|
386.1
|
|
|
$
|
367.4
|
|
|
$
|
20.7
|
|
|
$
|
18.7
|
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,699.2
|
|
|
$
|
1,708.2
|
|
|
$
|
1,786.5
|
|
|
$
|
(9.0
|
)
|
|
$
|
(78.3
|
)
|
Less: Cost of sales (excluding depreciation and amortization)
|
467.3
|
|
|
502.1
|
|
|
513.9
|
|
|
(34.8
|
)
|
|
(11.8
|
)
|
|||||
Net Revenues
|
1,231.9
|
|
|
1,206.1
|
|
|
1,272.6
|
|
|
25.8
|
|
|
(66.5
|
)
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
495.0
|
|
|
500.0
|
|
|
565.6
|
|
|
(5.0
|
)
|
|
(65.6
|
)
|
|||||
Depreciation and amortization
|
277.3
|
|
|
262.9
|
|
|
277.8
|
|
|
14.4
|
|
|
(14.9
|
)
|
|||||
Loss (gain) on sale of fixed assets and impairments, net
|
(0.1
|
)
|
|
—
|
|
|
1.9
|
|
|
(0.1
|
)
|
|
(1.9
|
)
|
|||||
Other taxes
|
52.9
|
|
|
57.1
|
|
|
59.9
|
|
|
(4.2
|
)
|
|
(2.8
|
)
|
|||||
Total Operating Expenses
|
825.1
|
|
|
820.0
|
|
|
905.2
|
|
|
5.1
|
|
|
(85.2
|
)
|
|||||
Operating Income
|
$
|
406.8
|
|
|
$
|
386.1
|
|
|
$
|
367.4
|
|
|
$
|
20.7
|
|
|
$
|
18.7
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
481.6
|
|
|
$
|
494.7
|
|
|
$
|
476.9
|
|
|
$
|
(13.1
|
)
|
|
$
|
17.8
|
|
Commercial
|
486.7
|
|
|
492.6
|
|
|
501.2
|
|
|
(5.9
|
)
|
|
(8.6
|
)
|
|||||
Industrial
|
608.4
|
|
|
614.4
|
|
|
698.1
|
|
|
(6.0
|
)
|
|
(83.7
|
)
|
|||||
Wholesale
|
11.7
|
|
|
15.7
|
|
|
11.6
|
|
|
(4.0
|
)
|
|
4.1
|
|
|||||
Other
|
110.8
|
|
|
90.8
|
|
|
98.7
|
|
|
20.0
|
|
|
(7.9
|
)
|
|||||
Total
|
$
|
1,699.2
|
|
|
$
|
1,708.2
|
|
|
$
|
1,786.5
|
|
|
$
|
(9.0
|
)
|
|
$
|
(78.3
|
)
|
Sales (Gigawatt Hours)
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
3,369.5
|
|
|
3,535.2
|
|
|
3,301.7
|
|
|
(165.7
|
)
|
|
233.5
|
|
|||||
Commercial
|
3,760.3
|
|
|
3,844.6
|
|
|
3,793.5
|
|
|
(84.3
|
)
|
|
51.1
|
|
|||||
Industrial
|
8,466.1
|
|
|
8,829.5
|
|
|
9,469.7
|
|
|
(363.4
|
)
|
|
(640.2
|
)
|
|||||
Wholesale
|
8.2
|
|
|
114.3
|
|
|
32.5
|
|
|
(106.1
|
)
|
|
81.8
|
|
|||||
Other
|
117.2
|
|
|
124.4
|
|
|
128.2
|
|
|
(7.2
|
)
|
|
(3.8
|
)
|
|||||
Total
|
15,721.3
|
|
|
16,448.0
|
|
|
16,725.6
|
|
|
(726.7
|
)
|
|
(277.6
|
)
|
|||||
Cooling Degree Days
|
962
|
|
|
1,180
|
|
|
837
|
|
|
(218
|
)
|
|
343
|
|
|||||
Normal Cooling Degree Days
|
803
|
|
|
806
|
|
|
806
|
|
|
(3
|
)
|
|
—
|
|
|||||
% Warmer than Normal
|
20
|
%
|
|
46
|
%
|
|
4
|
%
|
|
|
|
|
|
|
|||||
Electric Customers
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
415,534
|
|
|
412,267
|
|
|
409,401
|
|
|
3,267
|
|
|
2,866
|
|
|||||
Commercial
|
57,058
|
|
|
56,605
|
|
|
56,134
|
|
|
453
|
|
|
471
|
|
|||||
Industrial
|
2,256
|
|
|
2,284
|
|
|
2,305
|
|
|
(28
|
)
|
|
(21
|
)
|
|||||
Wholesale
|
726
|
|
|
735
|
|
|
739
|
|
|
(9
|
)
|
|
(4
|
)
|
|||||
Other
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
475,576
|
|
|
471,893
|
|
|
468,581
|
|
|
3,683
|
|
|
3,312
|
|
•
|
New rates from the recent rate case proceeding, incremental capital spend on infrastructure replacement programs, and electric transmission projects of $24.8 million.
|
•
|
Decreased fuel handling costs of $11.0 million.
|
•
|
Higher regulatory and depreciation trackers, which are offset in operating expense, of $8.4 million.
|
•
|
Increased commercial and residential customer growth of $3.9 million.
|
•
|
Lower revenues from the effects of cooler weather of $15.1 million.
|
•
|
Decreased residential, commercial and industrial usage of $10.8 million.
|
•
|
Higher regulatory and depreciation trackers, which are offset in net revenues, of $8.4 million.
|
•
|
Increased depreciation of $8.7 million due to higher capital expenditures placed in service.
|
•
|
Decreased materials and supplies costs of $7.8 million, primarily related to the retirement of Bailly Generating Station Units 7 and 8 on May 31, 2018.
|
•
|
Decreased employee and administrative costs of $5.0 million.
|
•
|
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.
|
(in millions)
|
2019
|
|
2018(3)
|
|
2017
|
||||||
Gas Distribution Operations
|
|
|
|
|
|
||||||
System Growth and Tracker
|
$
|
1,006.1
|
|
|
$
|
897.5
|
|
|
$
|
909.2
|
|
Maintenance
|
374.3
|
|
|
417.8
|
|
|
216.4
|
|
|||
Total Gas Distribution Operations
|
1,380.3
|
|
|
1,315.3
|
|
|
1,125.6
|
|
|||
Electric Operations
|
|
|
|
|
|
||||||
System Growth and Tracker
|
279.5
|
|
|
346.0
|
|
|
435.3
|
|
|||
Maintenance
|
189.4
|
|
|
153.3
|
|
|
157.1
|
|
|||
Total Electric Operations
|
468.9
|
|
|
499.3
|
|
|
592.4
|
|
|||
Corporate and Other Operations - Maintenance(1)
|
18.6
|
|
|
—
|
|
|
35.8
|
|
|||
Total(2)
|
$
|
1,867.8
|
|
|
$
|
1,814.6
|
|
|
$
|
1,753.8
|
|
Year Ended December 31, (in millions)
|
2019
|
2018
|
||||
Current Liquidity
|
|
|
||||
Revolving Credit Facility
|
$
|
1,850.0
|
|
$
|
1,850.0
|
|
Accounts Receivable Program(1)
|
353.2
|
|
399.2
|
|
||
Less:
|
|
|
||||
Commercial Paper
|
570.0
|
|
978.0
|
|
||
Accounts Receivable Program Utilized
|
353.2
|
|
399.2
|
|
||
Letters of Credit Outstanding Under Credit Facility
|
10.2
|
|
10.2
|
|
||
Add:
|
|
|
||||
Cash and Cash Equivalents
|
139.3
|
|
112.8
|
|
||
Net Available Liquidity
|
$
|
1,409.1
|
|
$
|
974.6
|
|
(in millions)
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
After
|
||||||||||||||
Long-term debt (1)
|
$
|
7,738.6
|
|
|
$
|
—
|
|
|
$
|
63.6
|
|
|
$
|
530.0
|
|
|
$
|
600.0
|
|
|
$
|
—
|
|
|
$
|
6,545.0
|
|
Interest payments on long-term debt
|
6,214.2
|
|
|
342.0
|
|
|
340.7
|
|
|
337.1
|
|
|
311.1
|
|
|
299.9
|
|
|
4,583.4
|
|
|||||||
Finance leases(2)
|
325.9
|
|
|
27.2
|
|
|
27.3
|
|
|
26.8
|
|
|
23.1
|
|
|
19.9
|
|
|
201.6
|
|
|||||||
Operating leases(3)
|
79.1
|
|
|
15.6
|
|
|
9.4
|
|
|
8.2
|
|
|
7.6
|
|
|
6.6
|
|
|
31.7
|
|
|||||||
Energy commodity contracts(4)
|
95.9
|
|
|
65.5
|
|
|
30.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Service obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pipeline service obligations
|
3,450.7
|
|
|
605.0
|
|
|
590.1
|
|
|
546.8
|
|
|
357.2
|
|
|
237.5
|
|
|
1,114.1
|
|
|||||||
IT service obligations
|
153.2
|
|
|
63.6
|
|
|
49.4
|
|
|
38.0
|
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|||||||
Other service obligations(5)
|
59.8
|
|
|
45.8
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other liabilities
|
27.3
|
|
|
27.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
18,144.7
|
|
|
$
|
1,192.0
|
|
|
$
|
1,124.9
|
|
|
$
|
1,486.9
|
|
|
$
|
1,300.1
|
|
|
$
|
565.0
|
|
|
$
|
12,475.8
|
|
|
Impact on December 31, 2019 Projected Benefit Obligation Increase/(Decrease)
|
||||||
Change in Assumptions (in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
+50 basis points change in discount rate
|
$
|
(89.9
|
)
|
|
$
|
(29.0
|
)
|
-50 basis points change in discount rate
|
97.7
|
|
|
31.8
|
|
||
+50 basis points change in health care trend rates
|
|
|
15.0
|
|
|||
-50 basis points change in health care trend rates
|
|
|
(13.1
|
)
|
|||
|
|
|
|
||||
|
Impact on 2019 Expense Increase/(Decrease)(1)
|
||||||
Change in Assumptions (in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
+50 basis points change in discount rate
|
$
|
(1.8
|
)
|
|
$
|
0.3
|
|
-50 basis points change in discount rate
|
1.9
|
|
|
0.7
|
|
||
+50 basis points change in expected long-term rate of return on plan assets
|
(8.9
|
)
|
|
(1.2
|
)
|
||
-50 basis points change in expected long-term rate of return on plan assets
|
8.9
|
|
|
1.2
|
|
||
+50 basis points change in health care trend rates
|
|
|
0.6
|
|
|||
-50 basis points change in health care trend rates
|
|
|
(0.5
|
)
|
Index
|
Page
|
•
|
We tested the effectiveness of management’s controls over the evaluation of the likelihood of (1) the recovery in future rates of costs incurred as property, plant, and equipment and deferred as regulatory assets, and (2) a refund or a future reduction in rates that should be reported as regulatory liabilities. We also tested the effectiveness of management’s controls over the initial recognition of amounts as property, plant, and equipment, including the Greater Lawrence Incident pipeline replacement; regulatory assets or liabilities; and the monitoring and evaluation of regulatory developments, that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.
|
•
|
We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments.
|
•
|
We read relevant regulatory orders issued by regulatory commissions, regulatory statutes, interpretations, filings made by interveners, and other publicly available information to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedence of regulatory commissions’ treatment of similar costs under similar circumstances. We evaluated the external information and compared it to management’s recorded regulatory asset and liability balances for completeness.
|
•
|
For regulatory matters in process, including those that could impact the Greater Lawrence Incident pipeline replacement, we inspected the Company’s filings with regulatory commissions and the filings with regulatory commissions by intervenors for any evidence that might contradict management’s assertions related to recoverability of recorded assets.
|
•
|
We inquired of management about property, plant, and equipment that may be abandoned. We inspected minutes of meetings of the board of directors and regulatory orders and other filings with regulatory commissions to identify evidence that may contradict management’s assertion regarding probability of an abandonment.
|
•
|
We obtained an analysis from management regarding probability of recovery for regulatory assets or refund or future reduction in rates for regulatory liabilities not yet addressed in a regulatory order to assess management’s assertion that amounts are probable of recovery or a future reduction in rates.
|
•
|
We evaluated the impact of the February 26, 2020 sale transaction on the carrying value of the Company’s utility property, plant, and equipment as of December 31, 2019.
|
•
|
We tested the effectiveness of management’s controls over the impairments, including (1) validation of the assumptions included in the impairment analysis for both the franchise rights intangible asset and goodwill, (2) the evaluation of the methodology used in determining the magnitude of impairment charges as of December 31, 2019, and (3) the verification of the completeness and accuracy of the journal entry made to record the impairments and the related disclosures.
|
•
|
We evaluated the inputs used in the franchise rights intangible asset and goodwill impairment tests, including cash flow projections, scenario analysis, discount rates, return on equity assumptions, and comparable company multiples.
|
•
|
We compared the undiscounted cash flows used in the franchise rights intangible asset impairment test to the carrying value of the asset group to evaluate whether an impairment existed at December 31, 2019.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the calculated amount of fair value of the franchise rights intangible asset.
|
•
|
We evaluated the allocation of impairment to the franchise rights intangible asset.
|
•
|
We evaluated the relative weightings of the income and market approaches used to estimate fair value for the purposes of the goodwill impairment test.
|
•
|
We evaluated the reasonableness of the fair value calculated under the combination of income and market approaches by comparing it to the fair value used in the May 1, 2019 goodwill impairment test.
|
•
|
We evaluated the Company’s disclosures related to the impairment charges.
|
Year Ended December 31, (in millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Customer revenues
|
$
|
5,053.4
|
|
|
$
|
4,991.1
|
|
|
$
|
4,730.2
|
|
Other revenues
|
155.5
|
|
|
123.4
|
|
|
144.4
|
|
|||
Total Operating Revenues
|
5,208.9
|
|
|
5,114.5
|
|
|
4,874.6
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization)
|
1,534.8
|
|
|
1,761.3
|
|
|
1,518.7
|
|
|||
Operation and maintenance
|
1,354.7
|
|
|
2,352.9
|
|
|
1,601.7
|
|
|||
Depreciation and amortization
|
717.4
|
|
|
599.6
|
|
|
570.3
|
|
|||
Impairment of goodwill and other intangible assets
|
414.5
|
|
|
—
|
|
|
—
|
|
|||
Loss on sale of fixed assets and impairments, net
|
—
|
|
|
1.2
|
|
|
5.5
|
|
|||
Other taxes
|
296.8
|
|
|
274.8
|
|
|
257.2
|
|
|||
Total Operating Expenses
|
4,318.2
|
|
|
4,989.8
|
|
|
3,953.4
|
|
|||
Operating Income
|
890.7
|
|
|
124.7
|
|
|
921.2
|
|
|||
Other Income (Deductions)
|
|
|
|
|
|
||||||
Interest expense, net
|
(378.9
|
)
|
|
(353.3
|
)
|
|
(353.2
|
)
|
|||
Other, net
|
(5.2
|
)
|
|
43.5
|
|
|
(13.5
|
)
|
|||
Loss on early extinguishment of long-term debt
|
—
|
|
|
(45.5
|
)
|
|
(111.5
|
)
|
|||
Total Other Deductions, Net
|
(384.1
|
)
|
|
(355.3
|
)
|
|
(478.2
|
)
|
|||
Income (Loss) before Income Taxes
|
506.6
|
|
|
(230.6
|
)
|
|
443.0
|
|
|||
Income Taxes
|
123.5
|
|
|
(180.0
|
)
|
|
314.5
|
|
|||
Net Income (Loss)
|
383.1
|
|
|
(50.6
|
)
|
|
128.5
|
|
|||
Preferred dividends
|
(55.1
|
)
|
|
(15.0
|
)
|
|
—
|
|
|||
Net Income (Loss) Available to Common Shareholders
|
328.0
|
|
|
(65.6
|
)
|
|
128.5
|
|
|||
Earnings (Loss) Per Share
|
|
|
|
|
|
||||||
Basic Earnings (Loss) Per Share
|
$
|
0.88
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
Diluted Earnings (Loss) Per Share
|
$
|
0.87
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
Basic Average Common Shares Outstanding
|
374.6
|
|
|
356.5
|
|
|
329.4
|
|
|||
Diluted Average Common Shares
|
376.0
|
|
|
356.5
|
|
|
330.8
|
|
Year Ended December 31, (in millions, net of taxes)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income (Loss)
|
$
|
383.1
|
|
|
$
|
(50.6
|
)
|
|
$
|
128.5
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on available-for-sale securities(1)
|
5.7
|
|
|
(2.6
|
)
|
|
0.8
|
|
|||
Net unrealized gain (loss) on cash flow hedges(2)
|
(64.2
|
)
|
|
22.7
|
|
|
(22.5
|
)
|
|||
Unrecognized pension and OPEB benefit (costs)(3)
|
3.1
|
|
|
(4.4
|
)
|
|
3.4
|
|
|||
Total other comprehensive income (loss)
|
(55.4
|
)
|
|
15.7
|
|
|
(18.3
|
)
|
|||
Total Comprehensive Income (Loss)
|
$
|
327.7
|
|
|
$
|
(34.9
|
)
|
|
$
|
110.2
|
|
(in millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Utility plant
|
$
|
24,502.6
|
|
|
$
|
22,780.8
|
|
Accumulated depreciation and amortization
|
(7,609.3
|
)
|
|
(7,257.9
|
)
|
||
Net utility plant
|
16,893.3
|
|
|
15,522.9
|
|
||
Other property, at cost, less accumulated depreciation
|
18.9
|
|
|
19.6
|
|
||
Net Property, Plant and Equipment
|
16,912.2
|
|
|
15,542.5
|
|
||
Investments and Other Assets
|
|
|
|
||||
Unconsolidated affiliates
|
1.3
|
|
|
2.1
|
|
||
Other investments
|
228.9
|
|
|
204.0
|
|
||
Total Investments and Other Assets
|
230.2
|
|
|
206.1
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
139.3
|
|
|
112.8
|
|
||
Restricted cash
|
9.1
|
|
|
8.3
|
|
||
Accounts receivable (less reserve of $19.2 and $21.1, respectively)
|
856.9
|
|
|
1,058.5
|
|
||
Gas inventory
|
250.9
|
|
|
286.8
|
|
||
Materials and supplies, at average cost
|
120.2
|
|
|
101.0
|
|
||
Electric production fuel, at average cost
|
53.6
|
|
|
34.7
|
|
||
Exchange gas receivable
|
48.5
|
|
|
88.4
|
|
||
Regulatory assets
|
225.7
|
|
|
235.4
|
|
||
Prepayments and other
|
149.7
|
|
|
129.5
|
|
||
Total Current Assets
|
1,853.9
|
|
|
2,055.4
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
2,013.9
|
|
|
2,002.1
|
|
||
Goodwill
|
1,485.9
|
|
|
1,690.7
|
|
||
Intangible assets, net
|
—
|
|
|
220.7
|
|
||
Deferred charges and other
|
163.7
|
|
|
86.5
|
|
||
Total Other Assets
|
3,663.5
|
|
|
4,000.0
|
|
||
Total Assets
|
$
|
22,659.8
|
|
|
$
|
21,804.0
|
|
(in millions, except share amounts)
|
December 31, 2019
|
|
December 31, 2018
|
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Common stock - $0.01 par value, 600,000,000 shares authorized; 382,135,680 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
|
6,666.2
|
|
|
6,403.5
|
|
||
Retained deficit
|
(1,370.8
|
)
|
|
(1,399.3
|
)
|
||
Accumulated other comprehensive loss
|
(92.6
|
)
|
|
(37.2
|
)
|
||
Total Stockholders’ Equity
|
5,986.7
|
|
|
5,750.9
|
|
||
Long-term debt, excluding amounts due within one year
|
7,856.2
|
|
|
7,105.4
|
|
||
Total Capitalization
|
13,842.9
|
|
|
12,856.3
|
|
||
Current Liabilities
|
|
|
|
||||
Current portion of long-term debt
|
13.4
|
|
|
50.0
|
|
||
Short-term borrowings
|
1,773.2
|
|
|
1,977.2
|
|
||
Accounts payable
|
666.0
|
|
|
883.8
|
|
||
Customer deposits and credits
|
256.4
|
|
|
238.9
|
|
||
Taxes accrued
|
231.6
|
|
|
222.7
|
|
||
Interest accrued
|
99.4
|
|
|
90.7
|
|
||
Exchange gas payable
|
59.7
|
|
|
85.5
|
|
||
Regulatory liabilities
|
160.2
|
|
|
140.9
|
|
||
Legal and environmental
|
20.1
|
|
|
18.9
|
|
||
Accrued compensation and employee benefits
|
156.3
|
|
|
149.7
|
|
||
Claims accrued
|
165.4
|
|
|
114.7
|
|
||
Other accruals
|
144.1
|
|
|
63.8
|
|
||
Total Current Liabilities
|
3,745.8
|
|
|
4,036.8
|
|
||
Other Liabilities
|
|
|
|
||||
Risk management liabilities
|
134.0
|
|
|
46.7
|
|
||
Deferred income taxes
|
1,485.3
|
|
|
1,330.5
|
|
||
Deferred investment tax credits
|
9.7
|
|
|
11.2
|
|
||
Accrued insurance liabilities
|
81.5
|
|
|
84.4
|
|
||
Accrued liability for postretirement and postemployment benefits
|
373.2
|
|
|
389.1
|
|
||
Regulatory liabilities
|
2,352.0
|
|
|
2,519.1
|
|
||
Asset retirement obligations
|
416.9
|
|
|
352.0
|
|
||
Other noncurrent liabilities
|
218.5
|
|
|
177.9
|
|
||
Total Other Liabilities
|
5,071.1
|
|
|
4,910.9
|
|
||
Commitments and Contingencies (Refer to Note 19, "Other Commitments and Contingencies")
|
—
|
|
|
—
|
|
||
Total Capitalization and Liabilities
|
$
|
22,659.8
|
|
|
$
|
21,804.0
|
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net Income (Loss)
|
$
|
383.1
|
|
|
$
|
(50.6
|
)
|
|
$
|
128.5
|
|
Adjustments to Reconcile Net Income (Loss) to Net Cash from Operating Activities:
|
|
|
|
|
|
||||||
Loss on early extinguishment of debt
|
—
|
|
|
45.5
|
|
|
111.5
|
|
|||
Depreciation and amortization
|
717.4
|
|
|
599.6
|
|
|
570.3
|
|
|||
Deferred income taxes and investment tax credits
|
118.2
|
|
|
(188.2
|
)
|
|
306.7
|
|
|||
Stock compensation expense and 401(k) profit sharing contribution
|
25.9
|
|
|
28.6
|
|
|
40.1
|
|
|||
Impairment of goodwill and other intangible assets
|
414.5
|
|
|
—
|
|
|
—
|
|
|||
Amortization of discount/premium on debt
|
8.2
|
|
|
7.5
|
|
|
7.4
|
|
|||
AFUDC equity
|
(8.0
|
)
|
|
(14.2
|
)
|
|
(12.6
|
)
|
|||
Other adjustments
|
(0.9
|
)
|
|
1.7
|
|
|
6.6
|
|
|||
Changes in Assets and Liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
187.8
|
|
|
(186.2
|
)
|
|
(52.3
|
)
|
|||
Inventories
|
(2.0
|
)
|
|
41.4
|
|
|
19.0
|
|
|||
Accounts payable
|
(299.9
|
)
|
|
268.4
|
|
|
49.0
|
|
|||
Customer deposits and credits
|
16.9
|
|
|
(25.4
|
)
|
|
(2.5
|
)
|
|||
Taxes accrued
|
7.3
|
|
|
20.2
|
|
|
10.2
|
|
|||
Interest accrued
|
8.8
|
|
|
(21.7
|
)
|
|
(33.9
|
)
|
|||
Exchange gas receivable/payable
|
55.5
|
|
|
(21.5
|
)
|
|
(64.5
|
)
|
|||
Other accruals
|
105.3
|
|
|
43.5
|
|
|
31.8
|
|
|||
Prepayments and other current assets
|
(33.6
|
)
|
|
(14.5
|
)
|
|
(13.3
|
)
|
|||
Regulatory assets/liabilities
|
(85.6
|
)
|
|
(53.2
|
)
|
|
57.5
|
|
|||
Postretirement and postemployment benefits
|
(21.1
|
)
|
|
58.2
|
|
|
(380.9
|
)
|
|||
Deferred charges and other noncurrent assets
|
(76.1
|
)
|
|
3.8
|
|
|
(2.0
|
)
|
|||
Other noncurrent liabilities
|
61.6
|
|
|
(2.8
|
)
|
|
(34.4
|
)
|
|||
Net Cash Flows from Operating Activities
|
1,583.3
|
|
|
540.1
|
|
|
742.2
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,802.4
|
)
|
|
(1,818.2
|
)
|
|
(1,695.8
|
)
|
|||
Cost of removal
|
(113.2
|
)
|
|
(104.3
|
)
|
|
(109.0
|
)
|
|||
Purchases of available-for-sale securities
|
(140.4
|
)
|
|
(90.0
|
)
|
|
(168.4
|
)
|
|||
Sales of available-for-sale securities
|
132.1
|
|
|
82.3
|
|
|
163.1
|
|
|||
Other investing activities
|
1.5
|
|
|
4.1
|
|
|
1.6
|
|
|||
Net Cash Flows used for Investing Activities
|
(1,922.4
|
)
|
|
(1,926.1
|
)
|
|
(1,808.5
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
750.0
|
|
|
350.0
|
|
|
3,250.0
|
|
|||
Repayments of long-term debt and finance lease obligations
|
(51.6
|
)
|
|
(1,046.1
|
)
|
|
(1,855.0
|
)
|
|||
Issuance of short-term debt (maturity > 90 days)
|
600.0
|
|
|
950.0
|
|
|
—
|
|
|||
Repayment of short-term debt (maturity > 90 days)
|
(700.0
|
)
|
|
—
|
|
|
—
|
|
|||
Change in short-term borrowings, net (maturity ≤ 90 days)
|
(104.0
|
)
|
|
(178.5
|
)
|
|
(282.4
|
)
|
|||
Issuance of common stock, net of issuance costs
|
244.4
|
|
|
848.2
|
|
|
336.7
|
|
|||
Issuance of preferred stock, net of issuance costs
|
—
|
|
|
880.0
|
|
|
—
|
|
|||
Equity costs, premiums and other debt related costs
|
(17.8
|
)
|
|
(46.0
|
)
|
|
(144.3
|
)
|
|||
Acquisition of treasury stock
|
—
|
|
|
(4.0
|
)
|
|
(7.2
|
)
|
|||
Dividends paid - common stock
|
(298.5
|
)
|
|
(273.3
|
)
|
|
(229.1
|
)
|
|||
Dividends paid - preferred stock
|
(56.1
|
)
|
|
(11.6
|
)
|
|
—
|
|
|||
Net Cash Flows from Financing Activities
|
366.4
|
|
|
1,468.7
|
|
|
1,068.7
|
|
|||
Change in cash, cash equivalents and restricted cash
|
27.3
|
|
|
82.7
|
|
|
2.4
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
121.1
|
|
|
38.4
|
|
|
36.0
|
|
|||
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
148.4
|
|
|
$
|
121.1
|
|
|
$
|
38.4
|
|
(in millions)
|
Common
Stock
|
|
Preferred Stock(1)
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||||
Balance as of January 1, 2017
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
(88.7
|
)
|
|
$
|
5,153.9
|
|
|
$
|
(972.2
|
)
|
|
$
|
(25.1
|
)
|
|
$
|
4,071.2
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
Comprehensive Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
383.1
|
|
|
—
|
|
|
383.1
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55.4
|
)
|
|
(55.4
|
)
|
|||||||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock ($0.80 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298.5
|
)
|
|
—
|
|
|
(298.5
|
)
|
|||||||
Preferred stock (See Note 12)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.1
|
)
|
|
—
|
|
|
(56.1
|
)
|
|||||||
Stock issuances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|||||||
Long-term incentive plan
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|||||||
401(k) and profit sharing
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|||||||
ATM program
|
—
|
|
|
—
|
|
|
—
|
|
|
229.1
|
|
|
—
|
|
|
—
|
|
|
229.1
|
|
|||||||
Balance as of December 31, 2019
|
$
|
3.8
|
|
|
$
|
880.0
|
|
|
$
|
(99.9
|
)
|
|
$
|
6,666.2
|
|
|
$
|
(1,370.8
|
)
|
|
$
|
(92.6
|
)
|
|
$
|
5,986.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
Common
|
||||||||
(in thousands)
|
Shares
|
|
Shares
|
|
Treasury
|
|
Outstanding
|
||||
Balance as of January 1, 2017
|
—
|
|
|
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
|
—
|
|
|
24,964
|
|
|
—
|
|
|
24,964
|
|
Preferred stock
|
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
|
|
Issued:
|
|
|
|
|
|
|
|
||||
Preferred stock(1)
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Employee stock purchase plan
|
—
|
|
|
201
|
|
|
—
|
|
|
201
|
|
Long-term incentive plan
|
—
|
|
|
518
|
|
|
—
|
|
|
518
|
|
401(k) and profit sharing plan
|
—
|
|
|
631
|
|
|
—
|
|
|
631
|
|
ATM program
|
—
|
|
|
8,423
|
|
|
—
|
|
|
8,423
|
|
Balance as of December 31, 2019
|
440
|
|
|
386,099
|
|
|
(3,963
|
)
|
|
382,136
|
|
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 Consolidated Financial Statements. We expect to adopt this ASU on its effective date.
|
ASU 2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
|
This pronouncement simplifies the accounting for income taxes by eliminating certain exceptions to the general principles in ASC 740, income taxes. It also improves consistency of application for other areas of the guidance by clarifying and amending existing guidance.
|
Annual periods beginning after December 15, 2020. Early adoption is permitted.
|
We are currently evaluating the effects of this pronouncement on our Consolidated Financial Statements and Notes to Consolidated Financial Statements. We tentatively expect to adopt this ASU on its effective date.
|
Standard
|
Adoption
|
ASU 2019-01, Leases (Topic 842): Codification Improvements
|
See Note 16, "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)
|
|
ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments
|
In June 2016, the FASB issued ASU 2016-13 that revised the guidance on the impairment of most financial assets and certain other instruments that are not measured at fair value through net income. This ASU replaces the current "incurred loss" model with an "expected loss" model for instruments measured at amortized cost. It also requires 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.
We adopted this ASU effective January 1, 2020, using a modified retrospective method. Adoption of this standard did not have a material impact on our Consolidated Financial Statements. No material adjustments were made to January 1, 2020 opening balances as a result of adoption. For our investments that are classified as available for sale debt securities, we will recognize impairment using an allowance approach instead of an 'other than temporary' impairment (OTTI) model. Since we do not have amounts previously recognized in other comprehensive income related to previous OTTI charges, provisions of this ASU are adopted prospectively. In regards to our recorded balances of trade receivables that fall within the scope of this ASU, the ASU did not result in any significant modifications to our policies related to recognizing an allowance on our trade receivables. Based on shared risk characteristics, we segregate our trade receivables into separate pools. We will apply separate models to calculate reserves for uncollectible receivables, as well as consider factors other than time to determine whether a credit loss exists. ASC 326 also prescribes additional presentation and disclosure requirements. For reporting periods beginning after January 1, 2020, we will include additional disclosures in our Notes to Consolidated Financial Statements based on qualitative and quantitative assessment of materiality.
|
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)
|
Year Ended December 31, (in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Gas Distribution
|
|
$
|
2,336.1
|
|
|
$
|
2,348.4
|
|
|
$
|
2,063.2
|
|
Gas Transportation
|
|
1,171.3
|
|
|
1,055.2
|
|
|
1,021.5
|
|
|||
Electric
|
|
1,698.5
|
|
|
1,707.4
|
|
|
1,785.5
|
|
|||
Other
|
|
3.0
|
|
|
3.5
|
|
|
4.4
|
|
|||
Total Operating Revenues
|
|
$
|
5,208.9
|
|
|
$
|
5,114.5
|
|
|
$
|
4,874.6
|
|
Year Ended December 31, 2019 (in millions)
|
Gas Distribution Operations
|
|
Electric Operations
|
|
Corporate and Other
|
|
Total
|
||||||||
Customer Revenues(1)
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
2,309.0
|
|
|
$
|
481.6
|
|
|
$
|
—
|
|
|
$
|
2,790.6
|
|
Commercial
|
771.3
|
|
|
486.6
|
|
|
—
|
|
|
1,257.9
|
|
||||
Industrial
|
245.2
|
|
|
607.7
|
|
|
—
|
|
|
852.9
|
|
||||
Off-system
|
77.7
|
|
|
—
|
|
|
—
|
|
|
77.7
|
|
||||
Miscellaneous
|
52.0
|
|
|
21.5
|
|
|
0.8
|
|
|
74.3
|
|
||||
Total Customer Revenues
|
$
|
3,455.2
|
|
|
$
|
1,597.4
|
|
|
$
|
0.8
|
|
|
$
|
5,053.4
|
|
Other Revenues
|
54.5
|
|
|
101.0
|
|
|
—
|
|
|
155.5
|
|
||||
Total Operating Revenues
|
$
|
3,509.7
|
|
|
$
|
1,698.4
|
|
|
$
|
0.8
|
|
|
$
|
5,208.9
|
|
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)
|
||||
Balance as of December 31, 2018
|
$
|
540.5
|
|
|
$
|
349.1
|
|
Balance as of December 31, 2019
|
466.6
|
|
|
346.6
|
|
||
Decrease
|
$
|
(73.9
|
)
|
|
$
|
(2.5
|
)
|
Year Ended December 31, (in thousands)
|
2019
|
|
2018
|
|
2017
|
|||
Denominator
|
|
|
|
|
|
|||
Basic average common shares outstanding
|
374,650
|
|
|
356,491
|
|
|
329,388
|
|
Dilutive potential common shares:
|
|
|
|
|
|
|||
Shares contingently issuable under employee stock plans
|
929
|
|
|
—
|
|
|
547
|
|
Shares restricted under stock plans
|
154
|
|
|
—
|
|
|
821
|
|
Forward agreements
|
253
|
|
|
—
|
|
|
—
|
|
Diluted Average Common Shares
|
375,986
|
|
|
356,491
|
|
|
330,756
|
|
At December 31, (in millions)
|
2019
|
|
2018
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Gas Distribution Utility(1)
|
$
|
14,989.7
|
|
|
$
|
13,776.0
|
|
Electric Utility(1)
|
8,902.3
|
|
|
8,374.2
|
|
||
Corporate
|
153.3
|
|
|
155.8
|
|
||
Construction Work in Process
|
457.3
|
|
|
474.8
|
|
||
Non-Utility and Other
|
39.3
|
|
|
38.7
|
|
||
Total Property, Plant and Equipment
|
$
|
24,541.9
|
|
|
$
|
22,819.5
|
|
Accumulated Depreciation and Amortization
|
|
|
|
||||
Gas Distribution Utility(1)
|
$
|
(3,556.0
|
)
|
|
$
|
(3,373.8
|
)
|
Electric Utility(1)
|
(3,973.8
|
)
|
|
(3,809.5
|
)
|
||
Corporate
|
(79.5
|
)
|
|
(74.6
|
)
|
||
Non-Utility and Other
|
(20.4
|
)
|
|
(19.1
|
)
|
||
Total Accumulated Depreciation and Amortization
|
$
|
(7,629.7
|
)
|
|
$
|
(7,277.0
|
)
|
Net Property, Plant and Equipment
|
$
|
16,912.2
|
|
|
$
|
15,542.5
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Electric Operations(1)
|
2.8
|
%
|
|
2.9
|
%
|
|
3.4
|
%
|
Gas Distribution Operations
|
2.5
|
%
|
|
2.2
|
%
|
|
2.1
|
%
|
(in millions)
|
2019
|
|
2018
|
||||
Gas Distribution Operations
|
$
|
1,485.9
|
|
|
$
|
1,690.7
|
|
Electric Operations
|
—
|
|
|
—
|
|
||
Corporate and Other
|
—
|
|
|
—
|
|
||
Total
|
$
|
1,485.9
|
|
|
$
|
1,690.7
|
|
(in millions)
|
2019
|
|
2018
|
|
||||
Beginning Balance
|
$
|
352.0
|
|
|
$
|
268.7
|
|
|
Accretion recorded as a regulatory asset/liability
|
15.7
|
|
|
11.1
|
|
|
||
Additions
|
—
|
|
|
63.3
|
|
(2)
|
||
Settlements
|
(5.4
|
)
|
|
(5.9
|
)
|
|
||
Change in estimated cash flows
|
54.6
|
|
(1)
|
14.8
|
|
(2)
|
||
Ending Balance
|
$
|
416.9
|
|
|
$
|
352.0
|
|
|
At December 31, (in millions)
|
2019
|
|
2018
|
||||
Regulatory Assets
|
|
|
|
||||
Unrecognized pension and other postretirement benefit costs (see Note 11)
|
$
|
739.1
|
|
|
$
|
798.3
|
|
Deferred pension and other postretirement benefit costs (see Note 11)
|
91.3
|
|
|
74.1
|
|
||
Environmental costs (see Note 19-D)
|
73.4
|
|
|
61.5
|
|
||
Regulatory effects of accounting for income taxes (see Note 1-N and Note 10)
|
234.0
|
|
|
233.1
|
|
||
Under-recovered gas and fuel costs (see Note 1-J)
|
3.9
|
|
|
34.7
|
|
||
Depreciation
|
210.7
|
|
|
209.6
|
|
||
Post-in-service carrying charges
|
219.8
|
|
|
206.6
|
|
||
Safety activity costs
|
118.6
|
|
|
91.7
|
|
||
DSM programs
|
50.1
|
|
|
45.5
|
|
||
Bailly Generating Station
|
221.8
|
|
|
244.3
|
|
||
Other
|
276.9
|
|
|
238.1
|
|
||
Total Regulatory Assets
|
$
|
2,239.6
|
|
|
$
|
2,237.5
|
|
At December 31, (in millions)
|
2019
|
|
2018
|
||||
Regulatory Liabilities
|
|
|
|
||||
Over-recovered gas and fuel costs (see Note 1-J)
|
$
|
42.6
|
|
|
$
|
32.0
|
|
Cost of removal (see Note 7)
|
1,047.5
|
|
|
1,076.0
|
|
||
Regulatory effects of accounting for income taxes (see Note 1-N and Note 10)
|
1,307.0
|
|
|
1,428.3
|
|
||
Deferred pension and other postretirement benefit costs (see Note 11)
|
64.7
|
|
|
62.7
|
|
||
Other
|
50.4
|
|
|
61.0
|
|
||
Total Regulatory Liabilities
|
$
|
2,512.2
|
|
|
$
|
2,660.0
|
|
•
|
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 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 2019 had Columbia of Ohio not been subject to rate regulation is a cumulative $923.5 million, $103.8 million less than that reflected in rates. The resulting regulatory asset balance was $27.9 million and $39.5 million as of December 31, 2019 and 2018, 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, 2019, depreciation of $31.9 million and $77.2 million was deferred for the respective programs. Depreciation deferral balances for the respective programs as of December 31, 2018 were $29.1 million and $76.0 million. Recovery of the depreciation is approved annually through the IRP and CEP riders. The equivalent of annual depreciation expense, based on the average life of the related assets, is included in the calculation of the IRP and CEP riders approved by the PUCO and billed to customers. Deferred depreciation expense is recognized as the IRP and CEP riders are billed to customers.
|
•
|
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. Depreciation of $15.2 million and $14.4 million was deferred to a regulatory asset as of December 31, 2019 and 2018, respectively. This regulatory asset was included in electric base rates, which was approved by the IURC on December 4, 2019.
|
•
|
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, 2019 and 2018, depreciation of $22.0 million and $16.5 million, respectively, was deferred as a regulatory asset.
|
•
|
Columbia of Ohio IRP and CEP. See description of IRP and CEP programs above under the heading "Depreciation." As of December 31, 2019 and 2018, Columbia of Ohio had deferred PISCC of $206.4 million and $197.1 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, 2019 and 2018, NIPSCO had deferred PISCC of $13.4 million and $9.5 million, respectively.
|
(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
|
TDSIC 11(4)
|
$
|
(1.7
|
)
|
$
|
38.7
|
|
5/19-12/19
|
February 25, 2020
|
Order Expected June 2020
|
July 2020
|
NIPSCO - Gas
|
FMCA 1(5)
|
$
|
9.9
|
|
$
|
1.5
|
|
11/17-9/18
|
November 30, 2018
|
Approved
March 27, 2019 |
April 2019
|
NIPSCO - Gas
|
FMCA 2(5)
|
$
|
(3.5
|
)
|
$
|
1.8
|
|
10/18-3/19
|
May 29, 2019
|
Approved September 25, 2019
|
October 2019
|
NIPSCO - Gas
|
FMCA 3(5)
|
$
|
0.3
|
|
$
|
43.0
|
|
4/19-9/19
|
November 26, 2019
|
Order Expected March 2020
|
April 2020
|
Columbia of Massachusetts
|
GSEP - 2019(6)
|
$
|
9.6
|
|
$
|
36.0
|
|
1/19-12/19
|
October 31, 2018
|
Approved
April 30, 2019 |
May 2019
|
Columbia of Massachusetts
|
GSEP - 2020(6)(7)
|
$
|
2.4
|
|
$
|
75.0
|
|
1/20-12/20
|
October 31, 2019
|
Order Expected April 2020
|
May 2020
|
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
|
|
$
|
50.0
|
|
1/20-12/20
|
August 15, 2019
|
Approved December 6, 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
|
SMRP - 2020
|
$
|
4.2
|
|
$
|
40.4
|
|
1/20-12/20
|
October 15, 2019
|
Approved December 20, 2019
|
January 2020
|
Columbia of Maryland
|
STRIDE - 2019
|
$
|
1.2
|
|
$
|
19.7
|
|
1/19-12/19
|
November 1, 2018
|
Approved
December 12, 2018 |
January 2019
|
Columbia of Maryland
|
STRIDE - 2020
|
$
|
1.3
|
|
$
|
15.0
|
|
1/20-12/20
|
January 29, 2020
|
Approved
February 19, 2020 |
February 2020
|
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
|
Approved December 18, 2019
|
January 2020
|
NIPSCO - Electric
|
FMCA - 11(5)
|
$
|
0.9
|
|
$
|
22.4
|
|
9/18-2/19
|
April 17, 2019
|
Approved
July 29, 2019 |
August 2019
|
NIPSCO - Electric
|
FMCA - 12(5)
|
$
|
1.6
|
|
$
|
4.7
|
|
3/19-8/19
|
October 18, 2019
|
Approved
January 29, 2020 |
February 2020
|
(in millions)
|
|
|
|
|
|||||
Company
|
Requested Incremental Revenue
|
Approved Incremental Revenue
|
Filed
|
Status
|
Rates
Effective
|
||||
NIPSCO - Gas(1)
|
$
|
138.1
|
|
$
|
105.6
|
|
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
|
|
$
|
(53.5
|
)
|
October 31, 2018
|
Approved
December 4, 2019 |
January 2020
|
Columbia of Maryland
|
$
|
2.5
|
|
$
|
(0.1
|
)
|
May 22, 2019
|
Approved
December 18, 2019 |
December 2019
|
December 31, (in millions)
|
2019
|
|
2018
|
||||
Risk Management Assets - Current(1)
|
|
|
|
||||
Interest rate risk programs
|
$
|
—
|
|
|
$
|
—
|
|
Commodity price risk programs
|
0.6
|
|
|
1.1
|
|
||
Total
|
$
|
0.6
|
|
|
$
|
1.1
|
|
Risk Management Assets - Noncurrent(2)
|
|
|
|
||||
Interest rate risk programs
|
$
|
—
|
|
|
$
|
18.5
|
|
Commodity price risk programs
|
3.8
|
|
|
4.4
|
|
||
Total
|
$
|
3.8
|
|
|
$
|
22.9
|
|
Risk Management Liabilities - Current(3)
|
|
|
|
||||
Interest rate risk programs
|
$
|
—
|
|
|
$
|
—
|
|
Commodity price risk programs
|
12.6
|
|
|
5.0
|
|
||
Total
|
$
|
12.6
|
|
|
$
|
5.0
|
|
Risk Management Liabilities - Noncurrent
|
|
|
|
||||
Interest rate risk programs
|
$
|
76.2
|
|
|
$
|
9.5
|
|
Commodity price risk programs
|
57.8
|
|
|
37.2
|
|
||
Total
|
$
|
134.0
|
|
|
$
|
46.7
|
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Income Taxes
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
5.2
|
|
|
8.2
|
|
|
7.8
|
|
|||
Total Current
|
5.2
|
|
|
8.2
|
|
|
7.8
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
110.7
|
|
|
(209.4
|
)
|
|
302.7
|
|
|||
State
|
9.0
|
|
|
22.2
|
|
|
5.0
|
|
|||
Total Deferred
|
119.7
|
|
|
(187.2
|
)
|
|
307.7
|
|
|||
Deferred Investment Credits
|
(1.4
|
)
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|||
Income Taxes
|
$
|
123.5
|
|
|
$
|
(180.0
|
)
|
|
$
|
314.5
|
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Book income (loss) before income taxes
|
$
|
506.6
|
|
|
|
|
$
|
(230.6
|
)
|
|
|
|
$
|
443.0
|
|
|
|
|||
Tax expense (benefit) at statutory federal income tax rate
|
106.5
|
|
|
21.0
|
%
|
|
(48.4
|
)
|
|
21.0
|
%
|
|
155.0
|
|
|
35.0
|
%
|
|||
Increases (reductions) in taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State income taxes, net of federal income tax benefit
|
10.1
|
|
|
2.0
|
|
|
24.7
|
|
|
(10.7
|
)
|
|
6.9
|
|
|
1.5
|
|
|||
Amortization of regulatory liabilities
|
(29.4
|
)
|
|
(5.8
|
)
|
|
(29.3
|
)
|
|
12.7
|
|
|
(2.4
|
)
|
|
(0.5
|
)
|
|||
Goodwill impairment
|
43.0
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Fines and penalties
|
11.5
|
|
|
2.3
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
2.8
|
|
|
0.6
|
|
|||
Charitable contribution carryover
|
(2.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(0.3
|
)
|
|||
State regulatory proceedings
|
(9.5
|
)
|
|
(1.9
|
)
|
|
(127.8
|
)
|
|
55.4
|
|
|
—
|
|
|
—
|
|
|||
Remeasurement due to TCJA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161.1
|
|
|
36.4
|
|
|||
Employee stock ownership plan dividends and other compensation
|
(2.0
|
)
|
|
(0.4
|
)
|
|
(2.2
|
)
|
|
1.0
|
|
|
(6.5
|
)
|
|
(1.5
|
)
|
|||
Other adjustments
|
(4.2
|
)
|
|
(0.8
|
)
|
|
2.8
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|||
Income Taxes
|
$
|
123.5
|
|
|
24.4
|
%
|
|
$
|
(180.0
|
)
|
|
78.1
|
%
|
|
$
|
314.5
|
|
|
71.0
|
%
|
At December 31, (in millions)
|
2019
|
|
2018
|
||||
Deferred tax liabilities
|
|
|
|
||||
Accelerated depreciation and other property differences
|
$
|
2,516.9
|
|
|
$
|
2,458.0
|
|
Other regulatory assets
|
381.5
|
|
|
375.4
|
|
||
Total Deferred Tax Liabilities
|
2,898.4
|
|
|
2,833.4
|
|
||
Deferred tax assets
|
|
|
|
||||
Other regulatory liabilities and deferred investment tax credits (including TCJA)
|
336.1
|
|
|
365.5
|
|
||
Pension and other postretirement/postemployment benefits
|
152.1
|
|
|
157.5
|
|
||
Net operating loss carryforward and AMT credit carryforward
|
765.9
|
|
|
849.8
|
|
||
Environmental liabilities
|
25.4
|
|
|
24.4
|
|
||
Other accrued liabilities
|
35.3
|
|
|
37.5
|
|
||
Other, net
|
98.3
|
|
|
68.2
|
|
||
Total Deferred Tax Assets
|
1,413.1
|
|
|
1,502.9
|
|
||
Net Deferred Tax Liabilities
|
$
|
1,485.3
|
|
|
$
|
1,330.5
|
|
Reconciliation of Unrecognized Tax Benefits (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized Tax Benefits - Opening Balance
|
$
|
1.2
|
|
|
$
|
1.4
|
|
|
$
|
2.6
|
|
Gross decreases - tax positions in prior period
|
(0.6
|
)
|
|
(0.4
|
)
|
|
(1.4
|
)
|
|||
Gross increases - current period tax positions
|
22.6
|
|
|
0.2
|
|
|
0.2
|
|
|||
Unrecognized Tax Benefits - Ending Balance
|
$
|
23.2
|
|
|
$
|
1.2
|
|
|
$
|
1.4
|
|
Offset for net operating loss carryforwards
|
(22.6
|
)
|
|
—
|
|
|
—
|
|
|||
Balance - Less Net Operating Loss Carryforwards
|
$
|
0.6
|
|
|
$
|
1.2
|
|
|
$
|
1.4
|
|
|
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
|
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 Assets
|
|
December 31,
2019 |
|
Postretirement
Benefit Plan Assets |
|
December 31,
2019 |
||||||
Asset Class (in millions)
|
Asset Value
|
|
% of Total Assets
|
|
Asset Value
|
|
% of Total Assets
|
||||||
Domestic Equities
|
$
|
446.4
|
|
|
21.5
|
%
|
|
$
|
93.8
|
|
|
35.9
|
%
|
International Equities
|
205.0
|
|
|
9.9
|
%
|
|
40.7
|
|
|
15.6
|
%
|
||
Fixed Income
|
1,337.2
|
|
|
64.2
|
%
|
|
119.5
|
|
|
45.7
|
%
|
||
Real Estate
|
53.9
|
|
|
2.6
|
%
|
|
—
|
|
|
—
|
|
||
Cash/Other
|
38.4
|
|
|
1.8
|
%
|
|
7.4
|
|
|
2.8
|
%
|
||
Total
|
$
|
2,080.9
|
|
|
100.0
|
%
|
|
$
|
261.4
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
|
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
|
%
|
(in millions)
|
December 31,
2019 |
|
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
|
$
|
6.7
|
|
|
$
|
6.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities
|
|
|
|
|
|
|
|
||||||||
Government
|
319.6
|
|
|
—
|
|
|
319.6
|
|
|
—
|
|
||||
Corporate
|
651.8
|
|
|
—
|
|
|
651.8
|
|
|
—
|
|
||||
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy
|
140.5
|
|
|
140.5
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
56.9
|
|
|
56.9
|
|
|
—
|
|
|
—
|
|
||||
Private equity limited partnerships(3)
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy(1)
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
International multi-strategy(2)
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distressed opportunities
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate
|
53.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commingled funds(3)
|
|
|
|
|
|
|
|
||||||||
Short-term money markets
|
14.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
U.S. equities
|
305.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
148.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
351.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pension plan assets subtotal
|
2,073.0
|
|
|
204.1
|
|
|
971.4
|
|
|
—
|
|
||||
Other postretirement benefit plan assets:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
|
|
|
|
|
|
|
||||||||
U.S. multi-strategy
|
81.7
|
|
|
81.7
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
20.6
|
|
|
20.6
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
119.2
|
|
|
119.2
|
|
|
—
|
|
|
—
|
|
||||
Commingled funds(3)
|
|
|
|
|
|
|
|
||||||||
Short-term money markets
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
U.S. equities
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
20.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other postretirement benefit plan assets subtotal
|
261.4
|
|
|
221.5
|
|
|
—
|
|
|
—
|
|
||||
Due to brokers, net(4)
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
||||
Accrued income/dividends
|
10.7
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
||||
Total pension and other postretirement benefit plan assets
|
$
|
2,342.3
|
|
|
$
|
436.3
|
|
|
$
|
968.6
|
|
|
$
|
—
|
|
|
Balance at
January 1,
2019
|
|
Transfers out
(Level 3)(1)
|
|
Balance at
December 31, 2019
|
||||||
Private equity limited partnerships
|
|
|
|
|
|
||||||
U.S. multi-strategy
|
18.5
|
|
|
(18.5
|
)
|
|
—
|
|
|||
International multi-strategy
|
12.5
|
|
|
(12.5
|
)
|
|
—
|
|
|||
Distressed opportunities
|
2.4
|
|
|
(2.4
|
)
|
|
—
|
|
|||
Real estate
|
52.7
|
|
|
(52.7
|
)
|
|
—
|
|
|||
Total
|
$
|
86.1
|
|
|
$
|
(86.1
|
)
|
|
$
|
—
|
|
(in millions)
|
Fair Value
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||
Commingled Funds
|
|
|
|
|
|
||
Short-term money markets
|
$
|
22.5
|
|
|
Daily
|
|
1 day
|
U.S. equities
|
318.0
|
|
|
Monthly
|
|
1 day
|
|
International equities
|
168.2
|
|
|
Monthly
|
|
10-30 days
|
|
Fixed income
|
351.8
|
|
|
Daily
|
|
3 days
|
|
Total
|
$
|
860.5
|
|
|
|
|
|
(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 investment 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
|
|
|||||
Distress 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
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in projected benefit obligation(1)
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,981.3
|
|
|
$
|
2,192.6
|
|
|
$
|
492.5
|
|
|
$
|
556.3
|
|
Service cost
|
29.2
|
|
|
31.3
|
|
|
5.1
|
|
|
5.0
|
|
||||
Interest cost
|
72.3
|
|
|
67.1
|
|
|
19.2
|
|
|
17.6
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
4.8
|
|
|
5.7
|
|
||||
Plan amendments
|
—
|
|
|
0.2
|
|
|
5.1
|
|
|
0.1
|
|
||||
Actuarial (gain) loss
|
204.3
|
|
|
(103.9
|
)
|
|
88.8
|
|
|
(51.7
|
)
|
||||
Settlement loss
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(156.6
|
)
|
|
(206.8
|
)
|
|
(39.5
|
)
|
|
(41.1
|
)
|
||||
Estimated benefits paid by incurred subsidy
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.6
|
|
||||
Projected benefit obligation at end of year
|
$
|
2,130.5
|
|
|
$
|
1,981.3
|
|
|
$
|
576.5
|
|
|
$
|
492.5
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
1,867.7
|
|
|
$
|
2,160.0
|
|
|
$
|
216.3
|
|
|
$
|
262.5
|
|
Actual (loss) return on plan assets
|
366.8
|
|
|
(88.4
|
)
|
|
56.9
|
|
|
(31.8
|
)
|
||||
Employer contributions
|
2.9
|
|
|
2.9
|
|
|
23.0
|
|
|
21.0
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
4.7
|
|
|
5.7
|
|
||||
Benefits paid
|
(156.5
|
)
|
|
(206.8
|
)
|
|
(39.5
|
)
|
|
(41.1
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
2,080.9
|
|
|
$
|
1,867.7
|
|
|
$
|
261.4
|
|
|
$
|
216.3
|
|
Funded Status at end of year
|
$
|
(49.6
|
)
|
|
$
|
(113.6
|
)
|
|
$
|
(315.1
|
)
|
|
$
|
(276.2
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
8.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Current liabilities
|
(3.0
|
)
|
|
(3.0
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||
Noncurrent liabilities
|
(54.8
|
)
|
|
(110.6
|
)
|
|
(314.3
|
)
|
|
(275.4
|
)
|
||||
Net amount recognized at end of year(2)
|
$
|
(49.6
|
)
|
|
$
|
(113.6
|
)
|
|
$
|
(315.1
|
)
|
|
$
|
(276.2
|
)
|
Amounts recognized in accumulated other comprehensive income or regulatory asset/liability(3)
|
|
|
|
|
|
|
|
||||||||
Unrecognized prior service credit
|
$
|
3.0
|
|
|
$
|
3.2
|
|
|
$
|
(10.7
|
)
|
|
$
|
(19.0
|
)
|
Unrecognized actuarial loss
|
652.8
|
|
|
761.2
|
|
|
118.4
|
|
|
75.3
|
|
||||
Net amount recognized at end of year
|
$
|
655.8
|
|
|
$
|
764.4
|
|
|
$
|
107.7
|
|
|
$
|
56.3
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Accumulated Benefit Obligation
|
$
|
1,473.9
|
|
|
$
|
1,965.6
|
|
Funded Status
|
|
|
|
||||
Projected Benefit Obligation
|
1,492.9
|
|
|
1,981.3
|
|
||
Fair Value of Plan Assets
|
1,435.1
|
|
|
1,867.7
|
|
||
Funded Status of Underfunded Pension Plans at End of Year
|
$
|
(57.8
|
)
|
|
$
|
(113.6
|
)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Accumulated Benefit Obligation
|
$
|
637.6
|
|
|
$
|
—
|
|
Funded Status
|
|
|
|
||||
Projected Benefit Obligation
|
637.6
|
|
|
—
|
|
||
Fair Value of Plan Assets
|
645.8
|
|
|
—
|
|
||
Funded Status of Overfunded Pension Plans at End of Year
|
$
|
8.2
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted-average assumptions to Determine Benefit Obligation
|
|
|
|
|
|
|
|
||||
Discount Rate
|
3.12
|
%
|
|
4.26
|
%
|
|
3.21
|
%
|
|
4.31
|
%
|
Rate of Compensation Increases
|
4.00
|
%
|
|
4.00
|
%
|
|
—
|
|
|
—
|
|
Health Care Trend Rates
|
|
|
|
|
|
|
|
||||
Trend for Next Year
|
—
|
|
|
—
|
|
|
6.68
|
%
|
|
8.48
|
%
|
Ultimate Trend
|
—
|
|
|
—
|
|
|
4.50
|
%
|
|
4.50
|
%
|
Year Ultimate Trend Reached
|
—
|
|
|
—
|
|
|
2028
|
|
|
2026
|
|
(in millions)
|
1% point increase
|
|
1% point decrease
|
||||
Effect on service and interest components of net periodic cost
|
$
|
1.2
|
|
|
$
|
(1.1
|
)
|
Effect on accumulated postretirement benefit obligation
|
30.1
|
|
|
(26.3
|
)
|
(in millions)
|
Pension Benefits
|
|
Other
Postretirement Benefits |
|
Federal
Subsidy Receipts |
||||||
Year(s)
|
|
|
|
|
|
||||||
2020
|
$
|
178.8
|
|
|
$
|
38.1
|
|
|
$
|
0.5
|
|
2021
|
177.8
|
|
|
38.6
|
|
|
0.4
|
|
|||
2022
|
175.8
|
|
|
38.4
|
|
|
0.4
|
|
|||
2023
|
168.5
|
|
|
38.1
|
|
|
0.4
|
|
|||
2024
|
164.4
|
|
|
37.9
|
|
|
0.4
|
|
|||
2025-2029
|
723.7
|
|
|
181.0
|
|
|
1.5
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Components of Net Periodic Benefit Cost(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
29.2
|
|
|
$
|
31.3
|
|
|
$
|
30.0
|
|
|
$
|
5.1
|
|
|
$
|
5.0
|
|
|
$
|
4.8
|
|
Interest cost
|
72.3
|
|
|
67.1
|
|
|
68.3
|
|
|
19.2
|
|
|
17.6
|
|
|
17.8
|
|
||||||
Expected return on assets
|
(108.8
|
)
|
|
(142.3
|
)
|
|
(123.1
|
)
|
|
(13.1
|
)
|
|
(14.9
|
)
|
|
(15.9
|
)
|
||||||
Amortization of prior service cost (credit)
|
0.2
|
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(3.2
|
)
|
|
(4.0
|
)
|
|
(4.4
|
)
|
||||||
Recognized actuarial loss
|
45.2
|
|
|
40.6
|
|
|
52.9
|
|
|
2.0
|
|
|
3.8
|
|
|
3.0
|
|
||||||
Settlement loss
|
9.5
|
|
|
18.5
|
|
|
13.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Net Periodic Benefits Cost
|
$
|
47.6
|
|
|
$
|
14.8
|
|
|
$
|
41.1
|
|
|
$
|
10.0
|
|
|
$
|
7.5
|
|
|
$
|
5.3
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted-average Assumptions to Determine Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate - service cost(1)
|
4.48
|
%
|
|
3.79
|
%
|
|
4.40
|
%
|
|
4.59
|
%
|
|
3.89
|
%
|
|
4.58
|
%
|
Discount rate - interest cost(1)
|
3.84
|
%
|
|
3.15
|
%
|
|
3.31
|
%
|
|
3.94
|
%
|
|
3.27
|
%
|
|
3.48
|
%
|
Expected Long-Term Rate of Return on Plan Assets
|
6.10
|
%
|
|
7.00
|
%
|
|
7.25
|
%
|
|
5.83
|
%
|
|
5.80
|
%
|
|
6.99
|
%
|
Rate of Compensation Increases
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
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
|
|
|
$
|
5.1
|
|
|
$
|
0.1
|
|
Net actuarial loss (gain)
|
(53.8
|
)
|
|
127.5
|
|
|
45.1
|
|
|
(5.0
|
)
|
||||
Settlements
|
(9.5
|
)
|
|
(18.5
|
)
|
|
—
|
|
|
—
|
|
||||
Less: amortization of prior service cost
|
(0.2
|
)
|
|
0.4
|
|
|
3.2
|
|
|
4.0
|
|
||||
Less: amortization of net actuarial loss
|
(45.2
|
)
|
|
(40.6
|
)
|
|
(2.0
|
)
|
|
(3.8
|
)
|
||||
Total Recognized in Other Comprehensive Income or Regulatory Asset or Liability
|
$
|
(108.7
|
)
|
|
$
|
69.0
|
|
|
$
|
51.4
|
|
|
$
|
(4.7
|
)
|
Amount Recognized in Net Periodic Benefits Cost and Other Comprehensive Income or Regulatory Asset or Liability
|
$
|
(61.1
|
)
|
|
$
|
83.8
|
|
|
$
|
61.4
|
|
|
$
|
2.8
|
|
Year Ending December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Number of shares issued
|
8,422,498
|
|
|
8,883,014
|
|
|
11,931,376
|
|
|||
Average price per share
|
$
|
27.75
|
|
|
$
|
26.85
|
|
|
$
|
26.58
|
|
Proceeds, net of fees (in millions)
|
$
|
229.1
|
|
|
$
|
232.5
|
|
|
$
|
314.7
|
|
|
|
|
Year ended December 31,
|
December 31,
|
|
December 31,
|
|||||||||||||||
|
|
|
2019
|
2018
|
2017
|
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
|
|
$
|
56.50
|
|
$
|
28.88
|
|
$
|
—
|
|
$
|
393.9
|
|
|
$
|
393.9
|
|
6.500% Series B
|
$
|
25,000.00
|
|
20,000
|
|
$
|
1,674.65
|
|
$
|
—
|
|
$
|
—
|
|
$
|
486.1
|
|
|
$
|
486.1
|
|
(shares)
|
Restricted Stock
Units
|
|
Weighted Average
Award Date Fair
Value Per Unit ($)
|
||
Non-vested at December 31, 2018
|
178,678
|
|
|
21.82
|
|
Granted
|
166,031
|
|
|
24.93
|
|
Forfeited
|
(21,547
|
)
|
|
22.99
|
|
Vested
|
(20,556
|
)
|
|
21.08
|
|
Non-vested at December 31, 2019
|
302,606
|
|
|
23.49
|
|
(shares)
|
Performance
Awards
|
|
Weighted Average
Grant Date Fair
Value Per Unit ($)(1)
|
||
Non-vested at December 31, 2018
|
1,634,718
|
|
|
20.45
|
|
Granted
|
552,389
|
|
|
25.77
|
|
Forfeited
|
(156,700
|
)
|
|
26.72
|
|
Vested
|
(527,156
|
)
|
|
28.11
|
|
Non-vested at December 31, 2019
|
1,503,251
|
|
|
22.74
|
|
Long-term debt type
|
Maturity as of December 31,
2019 |
Weighted average interest rate (%)
|
|
Outstanding balance as of December 31, (in millions)
|
|||||||
|
2019
|
|
2018
|
||||||||
Senior notes:
|
|
|
|
|
|
|
|||||
NiSource
|
December 2021
|
4.45
|
%
|
|
63.6
|
|
|
63.6
|
|
||
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
|
|
|
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
|
September 2029
|
2.95
|
%
|
|
750.0
|
|
|
—
|
|
||
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
|
|
|
|
$
|
7,581.6
|
|
|
$
|
6,831.6
|
|
|
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
|
|
|
Finance leases:
|
|
|
|
|
|
|
|||||
NiSource Corporate Services
|
January 2020 to November 2023
|
3.47
|
%
|
|
22.3
|
|
|
11.6
|
|
||
Columbia of Ohio
|
October 2021 to March 2044
|
6.16
|
%
|
|
94.8
|
|
|
91.5
|
|
||
Columbia of Virginia
|
July 2029 to November 2039
|
6.31
|
%
|
|
19.1
|
|
|
15.2
|
|
||
Columbia of Kentucky
|
May 2027
|
3.79
|
%
|
|
0.3
|
|
|
0.3
|
|
||
Columbia of Pennsylvania
|
August 2027 to May 2035
|
5.67
|
%
|
|
20.7
|
|
|
30.0
|
|
||
Columbia of Massachusetts
|
December 2033 to November 2043
|
5.49
|
%
|
|
44.3
|
|
|
45.7
|
|
||
Total finance leases
|
|
|
|
201.5
|
|
|
194.3
|
|
|||
Pollution control bonds - NIPSCO
|
April 2019
|
5.85
|
%
|
|
—
|
|
|
41.0
|
|
||
Unamortized issuance costs and discounts
|
|
|
|
(70.5
|
)
|
|
$
|
(68.5
|
)
|
||
Total Long-Term Debt
|
|
|
|
$
|
7,869.6
|
|
|
$
|
7,155.4
|
|
•
|
On April 1, 2019, NIPSCO repaid $41.0 million of 5.85% pollution control bonds at maturity.
|
•
|
On August 12, 2019, we closed our placement of $750.0 million of 2.95% senior unsecured notes maturing in 2029 which resulted in approximately $742.4 million of net proceeds after deducting commissions and expenses.
|
•
|
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.
|
At December 31, (in millions)
|
2019
|
|
2018
|
||||
Commercial Paper weighted-average interest rate of 2.03% and 2.96% at December 31, 2019 and 2018, respectively
|
$
|
570.0
|
|
|
$
|
978.0
|
|
Accounts receivable securitization facility borrowings
|
353.2
|
|
|
399.2
|
|
||
Term loan weighted-average interest rate of 2.40% and 3.07% at December 31, 2019 and 2018, respectively
|
850.0
|
|
|
$
|
600.0
|
|
|
Total Short-Term Borrowings
|
$
|
1,773.2
|
|
|
$
|
1,977.2
|
|
(in millions)
|
Balance Sheet Classification
|
December 31, 2019
|
||
Assets
|
|
|
||
Finance leases
|
Net Property, Plant and Equipment
|
$
|
179.5
|
|
Operating leases
|
Deferred charges and other
|
64.2
|
|
|
Total leased assets
|
|
243.7
|
|
|
Liabilities
|
|
|
||
Current
|
|
|
||
Finance leases
|
Current portion of long-term debt
|
13.4
|
|
|
Operating leases
|
Other accruals
|
13.2
|
|
|
Noncurrent
|
|
|
||
Finance leases
|
Long-term debt, excluding amounts due within one year
|
188.1
|
|
|
Operating leases
|
Other noncurrent liabilities
|
51.6
|
|
|
Total lease liabilities
|
|
$
|
266.3
|
|
Year Ended December 31, (in millions)
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows used for finance leases
|
$
|
11.3
|
|
Operating cash flows used for operating leases
|
17.9
|
|
|
Financing cash flows used for finance leases
|
10.6
|
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
||
Finance leases
|
26.4
|
|
|
Operating leases
|
$
|
13.4
|
|
|
December 31, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
Finance leases
|
14.8
|
|
Operating leases
|
9.2
|
|
Weighted-average discount rate
|
|
|
Finance leases
|
5.9
|
%
|
Operating leases
|
4.3
|
%
|
As of December 31, 2019, (in millions)
|
Total
|
Finance Leases
|
Operating Leases
|
||||||
Year 1
|
$
|
42.8
|
|
$
|
27.2
|
|
$
|
15.6
|
|
Year 2
|
36.7
|
|
27.3
|
|
9.4
|
|
|||
Year 3
|
35.0
|
|
26.8
|
|
8.2
|
|
|||
Year 4
|
30.7
|
|
23.1
|
|
7.6
|
|
|||
Year 5
|
26.5
|
|
19.9
|
|
6.6
|
|
|||
Thereafter
|
233.3
|
|
201.6
|
|
31.7
|
|
|||
Total lease payments(1)
|
405.0
|
|
325.9
|
|
79.1
|
|
|||
Less: Imputed interest
|
(116.6
|
)
|
(102.3
|
)
|
(14.3
|
)
|
|||
Less: Leases not yet commenced
|
(22.1
|
)
|
(22.1
|
)
|
—
|
|
|||
Total
|
266.3
|
|
201.5
|
|
64.8
|
|
|||
Reported as of December 31, 2019
|
|
|
|
||||||
Short-term lease liabilities
|
26.6
|
|
13.4
|
|
13.2
|
|
|||
Long-term lease liabilities
|
239.7
|
|
188.1
|
|
51.6
|
|
|||
Total lease liabilities
|
$
|
266.3
|
|
$
|
201.5
|
|
$
|
64.8
|
|
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
|
|
Recurring Fair Value Measurements
December 31, 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
December 31, 2019
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Risk management assets
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
Available-for-sale securities
|
—
|
|
|
154.2
|
|
|
—
|
|
|
154.2
|
|
||||
Total
|
$
|
—
|
|
|
$
|
158.6
|
|
|
$
|
—
|
|
|
$
|
158.6
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Risk management liabilities
|
$
|
—
|
|
|
$
|
146.6
|
|
|
$
|
—
|
|
|
$
|
146.6
|
|
Total
|
$
|
—
|
|
|
$
|
146.6
|
|
|
$
|
—
|
|
|
$
|
146.6
|
|
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
|
|
December 31, 2019 (in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury debt securities
|
$
|
31.4
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
31.4
|
|
Corporate/Other debt securities
|
118.7
|
|
|
4.2
|
|
|
(0.1
|
)
|
|
122.8
|
|
||||
Total
|
$
|
150.1
|
|
|
$
|
4.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
154.2
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
At December 31, (in millions)
|
Carrying
Amount
2019
|
|
Estimated
Fair Value
2019
|
|
Carrying
Amount
2018
|
|
Estimated
Fair Value
2018
|
||||||||
Long-term debt (including current portion)
|
$
|
7,869.6
|
|
|
$
|
8,764.4
|
|
|
$
|
7,155.4
|
|
|
$
|
7,228.3
|
|
At December 31, (in millions)
|
2019
|
|
2018
|
||||
Gross receivables
|
$
|
569.1
|
|
|
$
|
694.4
|
|
Less: receivables not transferred
|
215.9
|
|
|
295.2
|
|
||
Net receivables transferred
|
$
|
353.2
|
|
|
$
|
399.2
|
|
Short-term debt due to asset securitization
|
$
|
353.2
|
|
|
$
|
399.2
|
|
(in millions)
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
After
|
||||||||||||||
Long-term debt (1)
|
$
|
7,738.6
|
|
|
$
|
—
|
|
|
$
|
63.6
|
|
|
$
|
530.0
|
|
|
$
|
600.0
|
|
|
$
|
—
|
|
|
$
|
6,545.0
|
|
Interest payments on long-term debt
|
6,214.2
|
|
|
342.0
|
|
|
340.7
|
|
|
337.1
|
|
|
311.1
|
|
|
299.9
|
|
|
4,583.4
|
|
|||||||
Finance leases(2)
|
325.9
|
|
|
27.2
|
|
|
27.3
|
|
|
26.8
|
|
|
23.1
|
|
|
19.9
|
|
|
201.6
|
|
|||||||
Operating leases(3)
|
79.1
|
|
|
15.6
|
|
|
9.4
|
|
|
8.2
|
|
|
7.6
|
|
|
6.6
|
|
|
31.7
|
|
|||||||
Energy commodity contracts(4)
|
95.9
|
|
|
65.5
|
|
|
30.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Service obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Pipeline service obligations
|
3,450.7
|
|
|
605.0
|
|
|
590.1
|
|
|
546.8
|
|
|
357.2
|
|
|
237.5
|
|
|
1,114.1
|
|
|||||||
IT service obligations
|
153.2
|
|
|
63.6
|
|
|
49.4
|
|
|
38.0
|
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|||||||
Other service obligations(5)
|
59.8
|
|
|
45.8
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other liabilities
|
27.3
|
|
|
27.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
18,144.7
|
|
|
$
|
1,192.0
|
|
|
$
|
1,124.9
|
|
|
$
|
1,486.9
|
|
|
$
|
1,300.1
|
|
|
$
|
565.0
|
|
|
$
|
12,475.8
|
|
|
Year Ended
|
|
Year Ended
|
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2019
|
Incident to Date
|
||||||
Third-party claims and government fines, penalties and settlements
|
$
|
757
|
|
|
$
|
284
|
|
$
|
1,041
|
|
Other incident-related costs
|
266
|
|
|
154
|
|
420
|
|
|||
Total
|
1,023
|
|
|
438
|
|
1,461
|
|
|||
Insurance recoveries recorded
|
(135
|
)
|
|
(665
|
)
|
(800
|
)
|
|||
Loss (benefit) to income before income taxes
|
$
|
888
|
|
|
$
|
(227
|
)
|
$
|
661
|
|
(in millions)
|
Insurance receivable(1)
|
||
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
|
$
|
—
|
|
Insurance recoveries recorded in the fourth quarter of 2019
|
130
|
|
|
Cash collected from insurance recoveries in the fourth quarter of 2019
|
(130
|
)
|
|
Balance, December 31, 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, 2017
|
$
|
(0.6
|
)
|
|
$
|
(6.9
|
)
|
|
$
|
(17.6
|
)
|
|
$
|
(25.1
|
)
|
Other comprehensive income (loss) before reclassifications
|
0.6
|
|
|
(24.2
|
)
|
|
1.9
|
|
|
(21.7
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
0.2
|
|
|
1.7
|
|
|
1.5
|
|
|
3.4
|
|
||||
Net current-period other comprehensive income (loss)
|
0.8
|
|
|
(22.5
|
)
|
|
3.4
|
|
|
(18.3
|
)
|
||||
Balance as of December 31, 2017
|
$
|
0.2
|
|
|
$
|
(29.4
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
(43.4
|
)
|
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
|
—
|
|
|
(6.3
|
)
|
|
(3.2
|
)
|
|
(9.5
|
)
|
||||
Balance as of December 31, 2018
|
$
|
(2.4
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
(21.8
|
)
|
|
$
|
(37.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
6.1
|
|
|
(64.3
|
)
|
|
2.3
|
|
|
(55.9
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(0.4
|
)
|
|
0.1
|
|
|
0.8
|
|
|
0.5
|
|
||||
Net current-period other comprehensive income (loss)
|
5.7
|
|
|
(64.2
|
)
|
|
3.1
|
|
|
(55.4
|
)
|
||||
Balance as of December 31, 2019
|
$
|
3.3
|
|
|
$
|
(77.2
|
)
|
|
$
|
(18.7
|
)
|
|
$
|
(92.6
|
)
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
$
|
7.7
|
|
|
$
|
6.6
|
|
|
$
|
4.6
|
|
AFUDC equity
|
8.0
|
|
|
14.2
|
|
|
12.6
|
|
|||
Charitable contributions(1)
|
(5.1
|
)
|
|
(45.3
|
)
|
|
(19.9
|
)
|
|||
Pension and other postretirement non-service cost(2)
|
(16.5
|
)
|
|
18.0
|
|
|
(10.6
|
)
|
|||
Interest rate swap settlement gain(3)
|
—
|
|
|
46.2
|
|
|
—
|
|
|||
Miscellaneous
|
0.7
|
|
|
3.8
|
|
|
(0.2
|
)
|
|||
Total Other, net
|
$
|
(5.2
|
)
|
|
$
|
43.5
|
|
|
$
|
(13.5
|
)
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest on long-term debt
|
$
|
327.7
|
|
|
$
|
342.2
|
|
|
$
|
354.8
|
|
Interest on short-term borrowings
|
50.8
|
|
|
31.8
|
|
|
14.9
|
|
|||
Debt discount/cost amortization
|
8.3
|
|
|
7.7
|
|
|
7.2
|
|
|||
Accounts receivable securitization fees
|
2.6
|
|
|
2.6
|
|
|
2.5
|
|
|||
Allowance for borrowed funds used and interest capitalized during construction
|
(7.5
|
)
|
|
(9.1
|
)
|
|
(6.2
|
)
|
|||
Debt-based post-in-service carrying charges
|
(18.7
|
)
|
|
(35.0
|
)
|
|
(36.4
|
)
|
|||
Other
|
15.7
|
|
|
13.1
|
|
|
16.4
|
|
|||
Total Interest Expense, net
|
$
|
378.9
|
|
|
$
|
353.3
|
|
|
$
|
353.2
|
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
|
|
|
|
|
||||||
Unaffiliated
|
$
|
3,509.7
|
|
|
$
|
3,406.4
|
|
|
$
|
3,087.9
|
|
Intersegment
|
13.1
|
|
|
13.1
|
|
|
14.2
|
|
|||
Total
|
3,522.8
|
|
|
3,419.5
|
|
|
3,102.1
|
|
|||
Electric Operations
|
|
|
|
|
|
||||||
Unaffiliated
|
1,698.4
|
|
|
1,707.4
|
|
|
1,785.7
|
|
|||
Intersegment
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|||
Total
|
1,699.2
|
|
|
1,708.2
|
|
|
1,786.5
|
|
|||
Corporate and Other
|
|
|
|
|
|
||||||
Unaffiliated
|
0.8
|
|
|
0.7
|
|
|
1.0
|
|
|||
Intersegment
|
468.1
|
|
|
517.6
|
|
|
510.8
|
|
|||
Total
|
468.9
|
|
|
518.3
|
|
|
511.8
|
|
|||
Eliminations
|
(482.0
|
)
|
|
(531.5
|
)
|
|
(525.8
|
)
|
|||
Consolidated Operating Revenues
|
$
|
5,208.9
|
|
|
$
|
5,114.5
|
|
|
$
|
4,874.6
|
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Income (Loss)
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
675.4
|
|
|
$
|
(254.1
|
)
|
|
$
|
550.1
|
|
Electric Operations
|
406.8
|
|
|
386.1
|
|
|
367.4
|
|
|||
Corporate and Other(2)
|
(191.5
|
)
|
|
(7.3
|
)
|
|
3.7
|
|
|||
Consolidated Operating Income
|
$
|
890.7
|
|
|
$
|
124.7
|
|
|
$
|
921.2
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
403.2
|
|
|
$
|
301.0
|
|
|
$
|
269.3
|
|
Electric Operations
|
277.3
|
|
|
262.9
|
|
|
277.8
|
|
|||
Corporate and Other
|
36.9
|
|
|
35.7
|
|
|
23.2
|
|
|||
Consolidated Depreciation and Amortization
|
$
|
717.4
|
|
|
$
|
599.6
|
|
|
$
|
570.3
|
|
Assets
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
14,224.5
|
|
|
$
|
13,527.0
|
|
|
$
|
12,048.8
|
|
Electric Operations
|
6,027.6
|
|
|
5,735.2
|
|
|
5,478.6
|
|
|||
Corporate and Other
|
2,407.7
|
|
|
2,541.8
|
|
|
2,434.3
|
|
|||
Consolidated Assets
|
$
|
22,659.8
|
|
|
$
|
21,804.0
|
|
|
$
|
19,961.7
|
|
Capital Expenditures(1)
|
|
|
|
|
|
||||||
Gas Distribution Operations
|
$
|
1,380.3
|
|
|
$
|
1,315.3
|
|
|
$
|
1,125.6
|
|
Electric Operations
|
468.9
|
|
|
499.3
|
|
|
592.4
|
|
|||
Corporate and Other
|
18.6
|
|
|
—
|
|
|
35.8
|
|
|||
Consolidated Capital Expenditures
|
$
|
1,867.8
|
|
|
$
|
1,814.6
|
|
|
$
|
1,753.8
|
|
(in millions, except per share data)
|
First
Quarter(1)
|
|
Second
Quarter(2)
|
|
Third
Quarter(3)
|
|
Fourth
Quarter(4)
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Operating Revenues
|
$
|
1,869.8
|
|
|
$
|
1,010.4
|
|
|
$
|
931.5
|
|
|
$
|
1,397.2
|
|
Operating Income (Loss)
|
374.2
|
|
|
463.5
|
|
|
91.0
|
|
|
(38.0
|
)
|
||||
Net Income (Loss)
|
218.9
|
|
|
296.9
|
|
|
6.6
|
|
|
(139.3
|
)
|
||||
Preferred Dividends
|
(13.8
|
)
|
|
(13.8
|
)
|
|
(13.8
|
)
|
|
(13.7
|
)
|
||||
Net Income (Loss) Available to Common Shareholders
|
205.1
|
|
|
283.1
|
|
|
(7.2
|
)
|
|
(153.0
|
)
|
||||
Earnings (Loss) Per Share
|
|
|
|
|
|
|
|
||||||||
Basic Earnings (Loss) Per Share
|
$
|
0.55
|
|
|
$
|
0.76
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.41
|
)
|
Diluted Earnings (Loss) Per Share
|
$
|
0.55
|
|
|
$
|
0.75
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.41
|
)
|
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
|
)
|
Year Ended December 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Capital expenditures included in current liabilities
|
$
|
223.6
|
|
|
$
|
152.0
|
|
|
$
|
173.0
|
|
Assets acquired under a finance lease
|
26.4
|
|
|
54.6
|
|
|
11.5
|
|
|||
Assets acquired under an operating lease
|
13.4
|
|
|
—
|
|
|
—
|
|
|||
Reclassification of other property to regulatory assets(1)
|
—
|
|
|
245.3
|
|
|
—
|
|
|||
Assets recorded for asset retirement obligations(2)
|
54.6
|
|
|
78.1
|
|
|
11.4
|
|
|||
Schedule of interest and income taxes paid:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized amounts
|
$
|
349.7
|
|
|
$
|
354.2
|
|
|
$
|
339.9
|
|
Cash paid for income taxes, net of refunds
|
10.8
|
|
|
3.3
|
|
|
5.5
|
|
Twelve months ended December 31, 2019
|
||||||||||||||||||||
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
($ in millions)
|
Balance Jan. 1, 2019
|
|
Charged to Costs and Expenses
|
|
Charged to Other Account (1)
|
|
|
Deductions for Purposes for which Reserves were Created
|
|
Balance Dec. 31, 2019
|
||||||||||
Reserves Deducted in Consolidated Balance Sheet from Assets to Which They Apply:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for accounts receivable
|
$
|
21.1
|
|
|
$
|
21.6
|
|
|
$
|
41.3
|
|
|
|
$
|
64.8
|
|
|
$
|
19.2
|
|
Reserve for other investments
|
3.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|
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).
|
|
|
(2.2)
|
Asset Purchase Agreement, dated as of February 26, 2020, by and among NiSource Inc., Bay State Gas Company d/b/a Columbia Gas of Massachusetts and Eversource Energy (incorporated by reference to Exhibit 2.1 of the NiSource Inc. Form 8-K filed on February 27, 2020).***
|
|
|
(3.1)
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, filed with the Commission on August 3, 2015).
|
|
|
(3.2)
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of NiSource dated May 7, 2019 (incorporated by reference to Exhibit 3.1 of the NiSource Inc. Form 8-K filed on May 8, 2019).
|
|
|
(3.3)
|
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).
|
|
|
(3.4)
|
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).
|
|
|
(3.5)
|
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).
|
|
|
(3.6)
|
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).
|
|
|
(3.7)
|
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).
|
|
|
(4.18)
|
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).
|
|
|
(4.19)
|
Amended and Restated NiSource Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit C to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 1, 2019).
|
|
|
(4.20)
|
|
|
|
(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 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).*
|
|
|
(10.6)
|
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).*
|
|
|
(10.7)
|
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).*
|
|
|
(10.8)
|
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).*
|
|
|
(10.9)
|
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).*
|
|
|
(10.10)
|
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.)*
|
|
|
(10.11)
|
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).*
|
|
|
(10.12)
|
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).*
|
|
|
(10.13)
|
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).*
|
|
|
(10.14)
|
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)
|
|
|
(10.15)
|
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) *
|
|
|
(10.16)
|
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).*
|
|
|
(10.17)
|
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).*
|
|
|
(10.18)
|
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).
|
|
|
(10.19)
|
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).
|
|
|
(10.20)
|
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).*
|
|
|
(10.21)
|
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).*
|
|
|
(10.22)
|
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).
|
|
|
(10.23)
|
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).
|
|
|
(10.24)
|
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).*
|
|
|
(10.25)
|
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).*
|
|
|
(10.26)
|
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).
|
|
|
(10.27)
|
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).
|
|
|
(10.28)
|
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).
|
|
|
(10.29)
|
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).
|
|
|
(10.30)
|
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).
|
|
|
(10.31)
|
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).
|
|
|
(10.32)
|
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).
|
|
|
(10.33)
|
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).
|
|
|
(10.34)
|
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).
|
|
|
(10.35)
|
Form of 2019 Performance Share Award Agreement under the 2010 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.45 of the NiSource Inc. Form 10-K filed on February 20, 2019).
|
|
|
(10.36)
|
Fifth Amended and Restated Revolving Credit Agreement, dated as of February 20, 2019, among NiSource Inc., as Borrower, the Lenders party thereto, Barclays Bank PLC, as Administrative Agent, Citibank, N.A. and MUFG Bank, Ltd., as Co-Syndication Agents, Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents, and Barclays Bank PLC, Citibank, N.A., MUFG Bank, Ltd., Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.1 of the NiSource Inc. Form 8-K filed on February 20, 2019).
|
|
|
(10.37)
|
Amended and Restated NiSource Inc. Employee Stock Purchase Plan adopted as of February 1, 2019 (incorporated by reference to Exhibit C to the NiSource Inc. Definitive Proxy Statement to Stockholders for the Annual Meeting to be held on May 7, 2019, filed on April 1, 2019).
|
|
|
(10.38)
|
Amended and Restated Term Loan Agreement, dated as of April 17, 2019, among NiSource Inc., as Borrower, the Lenders party thereto, and MUFG Bank Ltd., as Administrative Agent and Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 of the NiSource Inc. Form 8-K filed on April 17, 2019).
|
|
|
(10.39)
|
|
|
|
(10.40)
|
|
|
|
(10.41)
|
|
|
|
(10.42)
|
Columbia Gas of Massachusetts Plea Agreement dated February 26, 2020 (incorporated by reference to Exhibit 10.2 of the NiSource Inc. Form 8-K filed on February 27, 2020).
|
|
|
(10.43)
|
NiSource Deferred Prosecution Agreement dated February 26, 2020 (incorporated by reference to Exhibit 10.1 of the NiSource Inc. Form 8-K filed on February 27, 2020).
|
|
|
(21)
|
|
|
|
(23)
|
|
|
|
(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.)
|
*
|
Management contract or compensatory plan or arrangement of NiSource Inc.
|
**
|
Exhibit filed herewith.
|
***
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. NiSource agrees to furnish supplementally a copy of any omitted schedules or exhibits to the SEC upon request.
|
|
|
NiSource Inc.
|
|
|
(Registrant)
|
|
|
|
Date: February 27, 2020
|
By:
|
/s/ JOSEPH HAMROCK
|
|
|
Joseph Hamrock
|
|
|
President, Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
/s/
|
JOSEPH HAMROCK
|
|
President, Chief
|
Date: February 27, 2020
|
|
|
|
Joseph Hamrock
|
|
Executive Officer and Director
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
/s/
|
DONALD E. BROWN
|
|
Executive Vice President and
|
Date: February 27, 2020
|
|
|
|
Donald E. Brown
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
/s/
|
JOSEPH W. MULPAS
|
|
Vice President and
|
Date: February 27, 2020
|
|
|
|
Joseph W. Mulpas
|
|
Chief Accounting Officer
(Principal Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
/s/
|
KEVIN T. KABAT
|
|
Chairman and Director
|
Date: February 27, 2020
|
|
|
|
Kevin T. Kabat
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
PETER A. ALTABEF
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Peter A. Altabef
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
THEODORE H. BUNTING, JR.
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Theodore H. Bunting, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
ERIC L. BUTLER
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Eric L. Butler
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
ARISTIDES S. CANDRIS
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Aristides S. Candris
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
WAYNE S. DEVEYDT
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Wayne S. DeVeydt
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
DEBORAH A. HENRETTA
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Deborah A. Henretta
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
DEBORAH A.P. HERSMAN
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Deborah A. P. Hersman
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
MICHAEL E. JESANIS
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Michael E. Jesanis
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
CAROLYN Y. WOO
|
|
Director
|
Date: February 27, 2020
|
|
|
|
Carolyn Y. Woo
|
|
|
|
(i)
|
common stock, par value $0.01 per share (the “common stock”); and
|
(ii)
|
depositary shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (“Series B 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 (“Series B-1 Preferred Stock”), par value $0.01 per share, liquidation preference $0.01 per share (the “Depositary Shares”).
|
(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)
|
[Insert Secondary] Performance Goals. Subject to the terms of this Agreement and the Plan and provided the Company’s threshold cumulative NOEPS goal is met, _________________shall be
|
Performance Measure
|
Goal(1)
|
|
|
(d)
|
Definitions.
|
(i)
|
“cumulative NOEPS” means the Company’s cumulative net operating earnings per share, as reported in the Company’s annual financial statements. Additional adjustments to cumulative net operating earnings per share shall be made to the targets and results for: (x) transactions that the Company discloses on Form 8-K filed with the Securities and Exchange Commission, including merger, acquisition, divestiture, consolidation or corporate restructuring, any recapitalization, reorganization, spin-off, split-up, combination, liquidation, dissolution, sale of assets or similar corporate transactions that meet disclosure thresholds; and (y) pending transactions as a result of requirements to present operations as “held for sale” under Accounting Standard Codification 205.
|
(ii)
|
|
(iii)
|
“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.
|
(iv)
|
“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 as a result of the Grantee’s (i) Retirement, (ii) Disability, or (iii) death and such death occurs with less than or equal to twelve months remaining in the Performance Period, 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,
|
(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 Shares. Such pro rata portion of the Performance Shares shall be determined by multiplying the number of target Performance Shares 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 the Vesting Date.
|
(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 the Change in Control provisions set forth in the Plan. In the event of any conflict between the Plan and this Agreement, the Plan shall control. Notwithstanding any other agreement between the Company and the Grantee, the “Good Reason” definition set forth in the Plan shall govern this award.
|
(a)
|
Vesting. Subject to the forfeiture conditions described later in this Agreement, the Restricted Stock Units shall vest [________] (the “Vesting Date”), at which date they shall become 100% vested, provided that the Grantee is continuously employed by the Company through and including the Vesting Date. Except as set forth in subsection (b) hereof, if Grantee’s Service is terminated for any reason prior to the Vesting Date, the unvested Restricted Stock Units subject to this Agreement shall immediately terminate and be automatically forfeited by Grantee.
|
(b)
|
Effect of Termination of Service Prior to Vesting. Notwithstanding the foregoing, in the event that the Grantee’s Service terminates prior to the Vesting Date as a result of (i) the Grantee’s Retirement, (ii) the Grantee’s death, or (iii) the Grantee’s Disability, the restrictions set forth in subsection (a) above shall lapse with respect to a pro rata portion of such Restricted Stock Units on the date of termination of Service. Such pro rata lapse of restrictions shall be determined using a fraction, where the numerator shall be the number of full or partial calendar months elapsed between the Date of Grant and the date the Grantee terminates Service, and the denominator shall be the number of full or partial calendar months between the Date of Grant and the Vesting Date. For purposes of this Agreement, “Retirement” means the Grantee’s termination from Service with the Company at or after attainment of age 55 and completing 10 years of service (within the meaning of the Company’s tax-qualified pension plan in effect on the Date of Grant, regardless of whether the Grantee is eligible for such plan).
|
(c)
|
Change in Control. Notwithstanding the foregoing provisions, in the event of a Change in Control, the Restricted Stock Units under this Agreement shall be subject to the Change in Control provisions set forth in the Plan. In the event of any conflict between the Plan and this Agreement, the Plan shall control. Notwithstanding the foregoing or anything herein to the contrary, in the event the Restricted Stock Units do not become Alternative Awards under
|
(a)
|
Unless and until Shares have been issued to the Grantee, the Grantee shall not have any privileges of a stockholder of the Company with respect to any Restricted Stock Units subject to this Agreement, nor shall the Company have any obligation to issue any dividends or otherwise afford any rights to which Shares are entitled with respect to any such Restricted Stock Units.
|
(b)
|
Nothing in this Agreement or the Award shall confer upon the Grantee any right to continue as an Employee of the Company or any Affiliate or to interfere in any way with the right of the Company or any Affiliate to terminate the Grantee’s Service at any time.
|
(a)
|
Vesting. Subject to the forfeiture conditions described later in this Agreement, the Cash-Based Award shall vest as set forth on Schedule A, attached hereto, provided that the Grantee is continuously employed by the Company through and including the vesting dates as described on Schedule A. Except as set forth in subsection (b) hereof, if Grantee’s Service is terminated for any reason prior to the applicable Vesting Date(s) (as defined on Schedule A), any unvested portion of the Cash-Based Award subject to this Agreement shall immediately terminate and be automatically forfeited by Grantee.
|
(b)
|
Effect of Termination of Service Prior to Vesting. Notwithstanding the foregoing, in the event that the Grantee’s Service terminates prior to the Vesting Date as a result of (i) the Grantee’s death or (ii) the Grantee’s Disability, any remaining vesting conditions set forth in subsection (a) above shall lapse with respect to a pro rata portion of any remaining unvested portion of such Cash-Based Award on the date of termination of Service. Such pro rata lapse of the remaining vesting conditions shall be determined using a fraction, where the numerator shall be the number of full or partial calendar months elapsed between the Date of Grant and the date the Grantee terminates Service, and the denominator shall be the number of full or partial calendar months between the Date of Grant and the final Vesting Date. In addition, notwithstanding the foregoing, in the event that the Grantee’s Service terminates prior to the Vesting Date as a result of the termination of the Grantee’s Service by the Company without Cause, any remaining vesting conditions set forth in subsection (a) above shall lapse with respect to one-hundred percent (100%) of any remaining unvested portion of such Cash-Based Award on the date of termination of Service.
|
(c)
|
Change in Control. Notwithstanding the foregoing provisions, in the event of a Change in Control, the Cash-Based Award under this Agreement shall be subject to the Change in Control
|
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
|
Indiana Crossroads Wind Generation LLC
|
Indiana
|
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 27, 2020
|
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 27, 2020
|
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 27, 2020
|
|
(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
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Date: February 27, 2020
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