NI 10-K Annual Report Dec. 31, 2017 | Alphaminr

NI 10-K Fiscal year ended Dec. 31, 2017

NISOURCE INC.
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TABLE OF CONTENTS
Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (continued)Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 8. Financial Statements and Supplementary Data (continued)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

(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 toExhibit 2.1 to the NiSource Inc. Form 8-Kfiled on July 2, 2015). (3.1) Amended and Restated Certificate of Incorporation (incorporated by reference toExhibit 3.1 to the NiSource Inc. Form10-Qfiled on August 3, 2015). (3.2) Bylaws of NiSource Inc., as amended and restated through January 26, 2018 (incorporated by reference toExhibit 3.1 to the NiSource Inc. Form 8-Kfiled on January 26, 2018). (4.6) Form of 3.490% Notes due 2027 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on May 17, 2017). (4.7) Form of 4.375% Notes due 2047 (incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on May 17, 2017). (4.8) Form of 3.950% Notes due 2048 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on September 8, 2017). (4.9) Form of 2.650% Notes due 2022 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on November 14, 2017). (4.10) Second Supplemental Indenture, dated as of November30, 2017, between NiSource Inc. and The Bank of New York Mellon, as trustee (incorporated by reference toExhibit4.4 to Post-Effective Amendment No.1 to FormS-3filed November30, 2017 (Registration No.333-214360)). (4.11) Third Supplemental Indenture, dated as of November30, 2017, between NiSource Inc. and The Bank of New York Mellon, as trustee (incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on December 1, 2017). (10.2) First Amendment to the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.2 to the NiSource Inc. Form 10-Kfiled on February 18, 2014.)* (10.4) Second Amendment to the NiSource Inc. 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled October 23, 2015.)* (10.5) Form of Performance Share Award Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 10-Qfiled on April 30, 2014.)* (10.6) Form of Amended and Restated 2013 Performance Share Agreement effective on implementation of the spin-off on July 1, 2015, (under the 2010 Omnibus Incentive Plan)(incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 10-Qfiled on November 3, 2015).* (10.7) Form of Amended and Restated 2014 Performance Share Agreement effective on the implementation of the spin-off on July 1, 2015, (under the 2010 Omnibus Incentive Plan)(incorporated by reference toExhibit 10.2 to the NiSource Inc. Form 10-Qfiled on November 3, 2015).* (10.8) Form of Amendment to Restricted Stock Unit Award Agreement related to Vested but Unpaid NiSource Restricted Stock Unit Awards for Nonemployee Directors of NiSource entered into as of July 13, 2015 (incorporated by reference toExhibit 10.3 to the NiSource Inc. Form 10-Qfiled on November 3, 2015).* (10.9) NiSource Inc. Nonemployee Director Retirement Plan, as amended and restated effective May 13, 2008 (incorporated by reference toExhibit 10.2 to the NiSource Inc. Form 10-Kfiled on February 27, 2009).* (10.11) Form of Change in Control and Termination Agreement (incorporated by reference toExhibit 99.1 to the NiSource Inc. Form 8-Kfiled January 6, 2014).* (10.12) Revised Form of Change in Control and Termination Agreement (incorporated by reference toExhibit 10.2 to the NiSource Inc. Form 8-Kfiled on October 23, 2015.)* (10.13) Form of Restricted Stock Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.18 to the NiSource Inc. Form 10-Kfiled on February 28, 2011).* (10.14) Form of Restricted Stock Unit Award Agreement for Non-employee directors under the Non-employee Director Stock Incentive Plan (incorporated by reference toExhibit 10.19 to the NiSource Inc. Form 10-Kfiled on February 28, 2011).* (10.15) Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.1 to NiSource Inc. Form 10-Qfiled on August 2, 2011).* (10.16) Form of Performance Share Award Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.3 to the NiSource Inc. Form 10-Qfiled on May 3, 2016).* (10.17) Form of Restricted Stock Unit Award Agreement under the 2010 Omnibus Incentive Plan.* (incorporated by reference toExhibit 10.17 to the NiSource Inc. Form 10-Kfiled on February 22, 2017) (10.18) Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2010 Omnibus Incentive Plan. (incorporated by reference toExhibit 10.18 to the NiSource Inc. Form 10-Kfiled on February 22, 2017) * (10.19) Amended and Restated NiSource Inc. Supplemental Executive Retirement Plan effective May 13, 2011 (incorporated by reference toExhibit 10.3 to NiSource Inc. Form 10-Qfiled on October 28, 2011).* (10.20) Amended and Restated Pension Restoration Plan for NiSource Inc. and Affiliates effective May 13, 2011 (incorporated by reference toExhibit 10.4 to NiSource Inc. Form 10-Qfiled on October 28, 2011).* (10.21) Amended Restated Savings Restoration Plan for NiSource Inc. and Affiliates effective October 22, 2012 (incorporated by reference toExhibit 10.20 to the NiSource Inc. Form 10-Kfiled on February 19, 2013).* (10.22) Amended and Restated NiSource Inc. Executive Deferred Compensation Plan effective November 1, 2012 (incorporated by reference toExhibit 10.21 to the NiSource Inc. Form 10-Kfiled on February 19, 2013).* (10.23) NiSource Inc. Executive Severance Policy, as amended and restated, effective January 1, 2015 (incorporated by reference toExhibit 10.21 to the NiSource Inc. Form 10-Kfiled on February 18, 2015).* (10.24) Fourth Amended and Restated Revolving Credit Agreement, dated as of November28, 2016, among NiSource Finance Corp., as Borrower, NiSource Inc., the Lenders party thereto, Barclays Bank PLC, as Administrative Agent, JPMorgan Chase Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Syndication Agents, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch and Wells Fargo Bank, National Association, as Co-Documentation Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Credit Suisse Securities (USA) LLC, Citigroup Global Markets, Inc. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled on November 28, 2016). (10.25) Note Purchase Agreement, dated as of August 23, 2005, by and among NiSource Finance Corp., as issuer, NiSource Inc., as guarantor, and the purchasers named therein (incorporated by reference toExhibit 10.1 to the NiSource Inc. Current Report on Form 8-Kfiled on August 26, 2005). (10.26) Amendment No. 1, dated as of November 10, 2008, to the Note Purchase Agreement by and among NiSource Finance Corp., as issuer, NiSource Inc., as guarantor, and the purchasers whose names appear on the signature page thereto (incorporated by reference toExhibit 10.30 to the NiSource Inc. Form 10-Kfiled on February 27, 2009). (10.27) Term Loan Agreement, dated as of March 31, 2016, by and among NiSource Finance Corp., as Borrower, NiSource Inc., as Guarantor, the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, JP Morgan Chase Bank, N.A., as Syndication Agent, and Mizuho Bank, Ltd., as Documentation Agent (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 10-Qfiled on May 3, 2016). (10.28) Letter Agreement, dated as of March 17, 2015, by and between NiSource Inc. and Donald Brown. (incorporated by referenceExhibit 10.1 to the NiSource Inc. Form 10-Qfiled on April 30, 2015).* (10.29) Letter Agreement, dated as of February 23, 2016, by and between NiSource Inc. and Pablo A. Vegas. (incorporated by referenceExhibit 10.29 to the NiSource Inc. Form 10-Kfiled on February 22, 2017).* (10.30) Tax Allocation Agreement, dated as of June 30, 2015, by and between NiSource Inc. and Columbia Pipeline Group, Inc. (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on July 2, 2015). (10.31) Employee Matters Agreement, dated as of June 30, 2015, by and between NiSource Inc. and Columbia Pipeline Group, Inc. (incorporated by reference toExhibit 10.2 of the NiSource Inc. Form 8-Kfiled on July 2, 2015). (10.32) Form of Change in Control and Termination Agreement (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 10-Qfiled on August 2, 2017). (10.33) Form of Performance share Award Agreement under the 2010 Omnibus Incentive Plan.* ** (10.34) Form of 2018 Restricted Stock Unit Award Agreement under the 2010 Omnibus Incentive Plan.* ** (12) Ratio of Earnings to Fixed Charges.** (21) List of Subsidiaries.** (23) Consent of Deloitte & Touche LLP.** (31.1) Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** (31.2) Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** (32.1) Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).** (32.2) Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).**