-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8pGsA+EN7vqBsWBdfKRpvcofnBGuQM8wbLKiu296QtdVFpFhaYKo7IGhv4ELUTL 6uDZxbx1DarsyrDWnGFTnA== 0000950137-06-007416.txt : 20060629 0000950137-06-007416.hdr.sgml : 20060629 20060629115840 ACCESSION NUMBER: 0000950137-06-007416 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN INDIANA PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000072843 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 350552990 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04125 FILM NUMBER: 06932379 BUSINESS ADDRESS: STREET 1: 801 E. 86TH AVENUE CITY: MERRILLVILLE STATE: IN ZIP: 46410-6272 BUSINESS PHONE: 2198535200 MAIL ADDRESS: STREET 1: 801 E. 86TH AVENUE CITY: MERRILLVILLE STATE: IN ZIP: 46410-6272 11-K 1 c06417e11vk.htm FORM 11-K e11vk
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File No. 001-16189
 
 
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(d)
of the
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
NORTHERN INDIANA PUBLIC SERVICE COMPANY
BARGAINING UNIT TAX DEFERRED SAVINGS PLAN
NiSource Inc.
801 E. 86th Avenue
Merrillville, IN 46410
 
 

 


Table of Contents

Northern Indiana Public
Service Company
Bargaining Unit Tax
Deferred Savings Plan
Financial Statements as of December 31,
2005 and 2004 and for the Year Ended
December 31, 2005, Supplemental
Schedule as of December 31, 2005, and Report
of Independent Registered Public Accounting
Firm

 


 

NORTHERN INDIANA PUBLIC SERVICE COMPANY
BARGAINING UNIT TAX DEFERRED SAVINGS PLAN
TABLE OF CONTENTS
     
NOTE:
  Schedules not filed herewith are omitted because of the absence of the conditions under which they are required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee of the
Northern Indiana Public Service Company Bargaining Unit Tax Deferred Savings Plan
Merrillville, Indiana
We have audited the accompanying statements of net assets available for benefits of the Northern Indiana Public Service Company Bargaining Unit Tax Deferred Savings Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2005, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2005 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2005 financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Indianapolis, Indiana
June 29, 2006

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NORTHERN INDIANA PUBLIC SERVICE COMPANY
BARGAINING UNIT TAX DEFERRED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2005 AND 2004
                 
    2005     2004  
ASSETS:
               
Investments—at fair value:
               
Mutual funds
  $ 66,712,012     $ 61,809,508  
Plan interest in Master Trust
    17,853,156        
Common stock fund
          19,304,470  
Money market funds
    10,340,802       9,890,356  
Collective trusts
    456,619        
Participant loans
    2,384,439       2,038,914  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 97,747,028     $ 93,043,248  
 
           
See accompanying notes to financial statements.

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NORTHERN INDIANA PUBLIC SERVICE COMPANY
BARGAINING UNIT TAX DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2005
         
ADDITIONS:
       
Contributions:
       
Participant
  $ 6,120,072  
Employer
    926,148  
 
     
 
       
Total contributions
    7,046,220  
 
     
 
       
Investment income (loss):
       
Net appreciation in fair value of investments
    38,260  
Dividends and interest
    4,228,326  
Interest in losses of Master Trust
    (823,040 )
 
     
 
       
Investment income, net
    3,443,546  
 
     
 
       
Total additions
    10,489,766  
 
     
 
       
DEDUCTIONS:
       
Benefits paid to participants
    (5,631,234 )
Administrative expenses
    (2,441 )
Transfers—net
    (152,311 )
 
     
 
       
Total deductions
    (5,785,986 )
 
     
 
       
NET INCREASE
    4,703,780  
 
       
NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year
    93,043,248  
 
     
 
       
NET ASSETS AVAILABLE FOR BENEFITS—End of year
  $ 97,747,028  
 
     
See accompanying notes to financial statements.

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NORTHERN INDIANA PUBLIC SERVICE COMPANY
BARGAINING UNIT TAX DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1.   DESCRIPTION OF PLAN
 
    Northern Indiana Public Service Company (the “Company” or “NIPSCO”) is a wholly owned subsidiary of NiSource Inc. The following description of the Northern Indiana Public Service Company Bargaining Unit Tax Deferred Savings Plan (the “Plan”) provides general information regarding the Plan. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
    General—The Plan was established effective October 1, 1987. It is a defined contribution plan available to substantially all active bargaining unit employees of the Company. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
 
    Plan Administration—The Company serves as administrator and sponsor of the Plan. NiSource Inc. maintains an administrative committee appointed by the Board of Directors, which has the responsibility to assist the Company in administering the Plan. Fidelity Management Trust Company (the “Trustee”) holds all of the Plan’s assets and executes all investment transactions.
 
    Contributions—Each year, participants may contribute up to 50% of compensation (as defined in the Plan) on a pre-tax basis and 25% on an after-tax basis, up to 75% in total. Additionally, participants who are at least 50 years old can make catch-up contributions to the Plan. Contributions are subject to certain limitations. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers twenty-seven mutual funds, two money market funds and collective trust and one common stock fund held in a Master Trust as investment options for participants. Effective January 1, 2005, four of the twenty-seven mutual funds were closed to new investment.
 
    The Company contributes an amount equal to 1/9th of a participant’s pre-tax contribution. The matching contribution is invested directly into the Plan interest in the Master Trust. Employees may subsequently redirect matching contributions among any of the funds available in the Plan.
 
    Beginning January 1, 2005, all NIPSCO active union employees are given a choice between a Cash Balance and Final Average Pay defined benefit plan. Effective June 1, 2005, for employees who choose the Cash Balance defined benefit plan, the Company contributes an amount equal to 75% of the first 6% of the participants’ combined pre-tax and post-tax contributions. The Company match remains the same, as listed in the preceding paragraph, for employees who choose the Final Average Pay plan.
 
    Rollovers from Other Qualified Employer Plans—The Plan allows for employees to transfer certain of their other qualified employer retirement plan assets to the Plan. These amounts are reflected in participant contributions in the accompanying statement of changes in net assets available for benefits.
 
    Participant Accounts—Each participant’s account is credited with the participant’s contribution and allocations of the Company’s contribution and Plan earnings and charged with an allocation of Plan losses and certain administrative expenses.
 
    Vesting—Participants are fully vested in their accounts at all times.

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    Participant Loans—Participants that have participated in the Plan for at least one year may borrow up to 50% from their accounts a minimum of $1,000 up to a maximum of $50,000. The loans are secured by the balance in the participant’s account and bear interest at prime rate plus 1% based on the last day of the month prior to loan initiation. Interest rates on outstanding loans range from 4.75% to 9.5% at December 31, 2005. Principal and interest are paid ratably through payroll deductions over a period not to exceed five years, unless the loan is to purchase the participant’s primary residence which allows repayment up to 15 years (30 years prior to January 1, 2002). Participants may have two loans outstanding at any given time.
 
    Participant Withdrawals—Withdrawals from the Plan are generally permitted when the participant terminates employment, retires, or becomes permanently disabled. The Plan offers the following options for withdrawals while still employed:
    Age 591/2 withdrawals;
 
    Voluntary withdrawals from after-tax, rollover and matching contributions; and
 
    Hardship withdrawals, subject to the Plan rules.
    A Company matching contribution or hardship withdrawal may result in the suspension of the participant’s deferral and Company matching contributions for six months.
 
    Payment of Benefits—All amounts distributed from a participant’s account following termination of employment shall be distributed in one lump-sum amount, in cash. If the amount payable under the plan to any participant or beneficiary is less than or equal to $5,000, the administrative committee will direct that such amount be paid in a lump sum.
 
    Transfers Between Plans—Transfers between plans occur when employees transfer in/out of a union but stay with NiSource Inc., which results in a transfer of any related balances between this Plan and other plans. Amounts are included in transfers, net on the accompanying statement of changes in net assets available for benefits.
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Basis of Accounting—The financial statements of the Plan were prepared in accordance with accounting principles generally accepted in the United States of America using the accrual basis of accounting.
 
    Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
    Investment Valuation and Income Recognition—The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. The fair value of the collective trusts is based on quoted redemption values as of the last day of the Plan year. The Plan’s investment in the Master Trust (see Note 6) is presented at fair value, which has been determined based on the fair value of the underlying investments of the Master Trust. Participant loans are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the record date.
 
    Payment of Benefits—Benefits are recorded when paid.

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    Administrative Expenses—Most administrative expenses of the Plan are paid by the Company. Certain other expenses of the Plan such as investment manager and broker fees are paid by the Plan. Certain loan administration fees are paid from the individual participant accounts.
3.   INVESTMENTS
 
    The following presents investments that represent 5% or more of the Plan’s net assets:
                 
    December 31  
    2005     2004  
 
               
   Fidelity Magellan Fund
  $ 25,295,761     $ 26,757,822  
   Fidelity Growth and Income Fund
    13,726,922       14,804,291  
   Fidelity Retirement Money Market Fund
    9,884,183       9,890,356  
   Fidelity Intermediate Bond Fund
    5,889,355       6,162,387  
* Plan interest in Master Trust
    17,853,156        
* Nisource Inc. Common Stock Fund
          19,304,470  
 
*   Includes nonparticipant-directed and participant-directed investments
    During 2005, the Plan’s mutual fund investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $38,260.
 
    The Plan provides for investments in mutual funds and common stock that, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the accompanying statements of net assets available for benefits.
4.   RELATED-PARTY TRANSACTIONS
 
    Certain Plan investments are shares of mutual funds managed by the Fidelity Management Trust Company. Fidelity Management Trust Company is the Trustee, as defined by the Plan; therefore, these transactions qualify as party-in-interest transactions. See Note 6 for additional related party information.
5.   PLAN TERMINATION
 
    Although it has not expressed any intention to do so, the Company reserves the right under the Plan document to terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, the rights of each participant to all amounts then credited to the participant’s account will continue to be nonforfeitable.
6.   INTEREST IN MASTER TRUST
 
    Description of the Master Trust—The Master Trust was established for the investment of assets of the Plan and several other NiSource Inc. sponsored defined contribution retirement plans. Each participating retirement plan has an undivided interest in the Master Trust. The assets and liabilities of the Master Trust are held by the Trustee. At December 31, 2005, the Plan’s interest in the net assets of the Master Trust was approximately 12%. Investment income (losses) and certain administrative expenses relating to the Master Trust are allocated to the individual plans based upon average daily balances invested by each plan.

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    Summary of Significant Accounting Policies
 
    Valuation of Investments—The Master Trust consists solely of investment in the NiSource Inc. Common Stock Fund, which is stated at fair value, measured by quoted market price in an active market.
 
    Employee Stock Ownership Plan—The NiSource Inc. Common Stock Fund operates as an Employee Stock Ownership Plan (“ESOP”). As an ESOP, under the terms of this plan, participants may diversify their investment attributable to employer match at any time. Participants may also elect to have dividends paid to them in cash or reinvested in the fund.
 
    Voting and Tendering Rights of NiSource Inc. Common Stock Fund Participants—Each participant in the NiSource Inc. Common Stock Fund is entitled to direct the Trustee as to the manner of voting at each meeting of shareholders. A participant’s interest is represented by the value of the participant’s interest in the NiSource Inc. Common Stock Fund.
 
    Payment of Benefits—Any distribution consisting of units in the Plan interest in the Master Trust may be paid in cash or in whole shares of common stock represented by such units plus a cash amount equal to the fair market value of any fraction of a share of the common stock fund.
 
    Other—Purchases and sales of stock held in the Master Trust are reflected as of the trade date. Pending sales and purchases of investments of the Master Trust include receivables and payables, respectively, related to transactions that have not been settled at year-end.
 
    Dividend income on stock held in the Master Trust is recorded on the ex-dividend date. Interest earned in the Master Trust is recorded on the accrual basis.
 
    Net appreciation (depreciation) in the fair value of investments held by the Master Trust include unrealized gains and losses associated with changes in the fair values of assets held at year-end as well as realized gains and losses on investments that were sold during the year.
 
    Investments in the NiSource Inc. Common Stock Fund are exposed to various risks such as interest rate, credit and overall market volatility crisis. Due to the level of risk associated with the investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the accompanying statements of net assets available for benefits.
 
    Related Party Transactions—The Master Trust invests in shares of the NiSource Inc. Common Stock Fund, which is managed by the Trustee that holds the assets of the Master Trust, and therefore, these transactions qualify as party-in-interest transactions.
 
    The net assets of the Master Trust consist of investments at a fair value of $147,587,948 as of December 31, 2005.
 
    Investment income (loss) for the Master Trust is as follows for the year ended December 31, 2005:
         
Net appreciation (depreciation) in fair value of investments
  $ (13,310,998 )
Interest and dividends
    6,538,137  
 
     
 
       
Investment loss, net
  $ (6,772,861 )
 
     

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7.   TAX STATUS
 
    The Internal Revenue Service (the “IRS”) has issued a determination letter dated September 26, 2003, stating that the Plan is qualified under applicable sections of the Internal Revenue Code (the “IRC”). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
******

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SUPPLEMENTAL SCHEDULE

 


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NORTHERN INDIANA PUBLIC SERVICE COMPANY
BARGAINING UNIT TAX DEFERRED SAVINGS PLAN

FORM 5500 SCHEDULE H, PART IV, LINE 4i—
EIN: 35-2108964, PLAN 005
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005
                         
    Identity of Issuer,   Description of Investment,              
    Borrower, Lessor,   Including Maturity Date, Rate of Interest,           Fair  
    or Similar Party   Collateral and Par or Maturity Value   Cost **     Value  
       
 
               
*   NiSource Inc.  
Plan interest in Master Trust
  $ 16,301,478     $ 17,853,156  
*   Fidelity Investments  
Retirement Money Market Fund
            9,884,183  
*   Fidelity Investments  
Managed Income Portfolio
            456,619  
*   Fidelity Investments  
Magellan Fund
            25,295,761  
*   Fidelity Investments  
Contrafund
            3,569,645  
*   Fidelity Investments  
Equity Income Fund
            875,101  
*   Fidelity Investments  
Growth Fund
            1,064,651  
*   Fidelity Investments  
Growth and Income Fund
            13,726,922  
*   Fidelity Investments  
Intermediate Bond Fund
            5,889,355  
*   Fidelity Investments  
Overseas Fund
            1,893,820  
*   Fidelity Investments  
Europe Fund
            151,439  
*   Fidelity Investments  
Pacific Basin Fund
            119,030  
*   Fidelity Investments  
Balanced Fund
            2,098,889  
*   Fidelity Investments  
Puritan Fund
            875,867  
*   Fidelity Investments  
Small Cap Independent Fund
            1,213,868  
*   Fidelity Investments  
Spartan U.S. Equity Index Fund
            2,014,117  
*   Fidelity Investments  
Freedom Income Fund
            336,855  
*   Fidelity Investments  
Freedom 2010 Fund
            1,332,995  
*   Fidelity Investments  
Freedom 2020 Fund
            397,802  
*   Fidelity Investments  
Freedom 2030 Fund
            162,368  
*   Fidelity Investments  
Freedom 2040 Fund
            81,268  
    PIMCO Investments  
Total Return Fund (institutional)
            836,163  
    PIMCO Investments  
Long-Term Government Fund
            681,745  
    PIMCO Investments  
Low-Duration Fund (institutional)
            154,088  
    PIMCO Investments  
StockPLUS Fund (institutional)
            273,722  
    Janus investments  
SmallCap Value Fund (institutional)
            1,644,225  
    Dreyfus Investments  
Emerging Leaders Fund
            386,205  
    Morgan Stanley Investments  
U.S. SmallCap Core Fund
            509,868  
    Vanguard Investments  
U.S. Growth Investor Shares Fund
            157,438  
    American Funds Investments  
EuroPacific Growth Fund
            1,425,424  
*   Various Plan participants  
Participant loans, with interest rates ranging from 4.75% to 9.5% and maturity dates ranging from January 2006 to October 2031.
            2,384,439  
       
 
             
       
 
               
    TOTAL ASSETS (HELD AT END OF YEAR)           $ 97,747,028  
       
 
             
 
*   Denotes a party-in-interest
 
**   Cost omitted for participant directed investments

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-107421 and 333-107421-01 of NiSource Inc. on Form S-3, Registration Statement Nos. 333-127811, 333-127812, 333-107748, and 333-107743 of NiSource Inc. on Form S-8, and Registration Statement Nos. 333-33896 and 333-33896-01 of NiSource Inc. on Form S-4, of our report dated June 29, 2006 , relating to the financial statements of Northern Indiana Public Service Company Bargaining Unit Tax Deferred Savings Plan (the “Plan”), appearing in this Annual Report on Form 11-K of the Plan for the year ended December 31, 2005.
/s/ Deloitte & Touche LLP
Indianapolis, Indiana
June 29, 2006

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHERN INDIANA PUBLIC SERVICE COMPANY
BARGAINING UNIT TAX DEFERRED SAVINGS PLAN
     
By
   
 
   
 
  /s/ David J. Vajda
 
  Vice President & Treasurer, NiSource Inc.
 
  Member, Administrative Committee

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Each of the undersigned, in his capacity as an officer of NiSource Inc., hereby certifies as required by 18 U.S.C. ss.1350, that, to his knowledge, the accompanying annual report on Form 11-K of the Northern Indiana Public Service Company Bargaining Unit Tax Deferred Savings Plan for the fiscal year ended on December 31, 2005 fully complies with the requirements of 15 U.S.C. ss.78m and that the information contained in the accompanying annual report fairly presents, in all material respects, the net assets of the Plan available for benefits and changes in those net assets.
     
 
   
 
   
/s/ Robert C. Skaggs, Jr.
  /s/ Michael W. O’Donnell
President and
  Executive Vice President and
Chief Executive Officer
  Chief Financial Officer

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