NI 10-K Annual Report Dec. 31, 2019 | Alphaminr
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NI 10-K Fiscal year ended Dec. 31, 2019

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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

(1.1) Form of Equity Distribution Agreement (incorporated by reference toExhibit 1.1 to the NiSource Inc. Form 8-Kfiled on November 1, 2018). (1.2) Form of Master Forward Sale Confirmation (incorporated by reference toExhibit 1.2 to the NiSource Inc. Form 8-Kfiled 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 toExhibit 2.1 to the NiSource Inc. Form 8-Kfiled 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 toExhibit 2.1 of the NiSource Inc. Form 8-Kfiled on February 27, 2020).*** (3.1) Amended and Restated Certificate of Incorporation (incorporated by reference toExhibit 3.1 to the Registrants Form10-Q,filed with the Commission on August3, 2015). (3.2) Certificate of Amendment of Amended and Restated Certificate of Incorporation of NiSource dated May 7, 2019 (incorporated by reference toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled on May 8, 2019). (3.3) 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). (3.4) Certificate of Designations of 5.65% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled 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 toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled 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 toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled on December 6, 2018). (3.7) Certificate of Designations of Series B-1 Preferred Stock (incorporated by reference toExhibit 3.1 to the NiSource Inc. Form 8-Kfiled on December 27, 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). (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 toExhibit 4.1 to the NiSource Inc. Form 10-Qfiled 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 toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled 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 toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled on December 6, 2018). (4.15) Form of Depositary Receipt(incorporated by reference toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled 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 toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on December 27, 2018). (4.17) Form of Depositary Receipt (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on December 27, 2018). (4.18) Form of 2.950% Notes due 2029 (incorporated by reference toExhibit 4.1 to NiSource Inc. Form 8-Kfiled on August 12, 2019). (4.19) Amended and Restated NiSource Inc. Employee Stock Purchase Plan (incorporated byreference to Exhibit C to the Registrants Definitive Proxy Statement on Schedule 14A, filed with the Commission on April1, 2019). (4.20) Description of NiSource Inc.s Securities Registered Under Section 12 of the Exchange Act.** (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 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).* (10.6) 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 toExhibit 10.2 to the NiSource Inc. Form 10-Qfiled 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 toExhibit 10.3 to the NiSource Inc. Form 10-Qfiled on November 3, 2015).* (10.8) 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).* (10.10) 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.)* (10.11) 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).* (10.12) 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).* (10.13) 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).* (10.14) 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) (10.15) 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) * (10.16) 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).* (10.17) 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).* (10.18) 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 toExhibit 10.1 to the NiSource Inc. Current Report on Form 8-Kfiled 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 toExhibit 10.30 to the NiSource Inc. Form 10-Kfiled on February 27, 2009). (10.20) 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).* (10.21) 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).* (10.22) 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). (10.23) 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). (10.24) Form of Performance Share Award Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.33 to the NiSource Form 10-Kfiled on February 20, 2018).* (10.25) Form of Restricted Stock Unit Award Agreement under the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.34 to the NiSource Form 10-Kfiled 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 toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled 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 toExhibit 10.2 of the NiSource Inc. Form 8-Kfiled on May 2, 2018). (10.28) Purchase Agreement, dated as of June6, 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 toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on June 12, 2018). (10.29) Purchase Agreement, dated as of June6, 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 toExhibit 10.2 of the NiSource Inc. Form 8-Kfiled on June 12, 2018). (10.30) Registration Rights Agreement, dated as of June11, 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 toExhibit 10.3 of the NiSource Inc. Form 8-Kfiled on June 12, 2018). (10.31) Registration Rights Agreement, dated as of June11, 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 toExhibit 10.4 of the NiSource Inc. Form 8-Kfiled on June 12, 2018). (10.32) Amended and Restated NiSource Inc. Supplemental Executive Retirement Plan effective August 10, 2017 (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 10-Qfiled on November 1, 2018). (10.33) Amended and Restated Pension Restoration Plan for NiSource Inc. and Affiliates effective August 10, 2017 (incorporated by reference toExhibit 10.2 of the NiSource Inc. Form 10-Qfiled on November 1, 2018). (10.34) Amended Restated Savings Restoration Plan for NiSource Inc. and Affiliates effective August 10, 2017 (incorporated by reference toExhibit 10.3 of the NiSource Inc. Form 10-Qfiled on November 1, 2018). (10.35) Form of 2019 Performance Share Award Agreement under the 2010 Omnibus Incentive Plan. (incorporated by reference toExhibit 10.45 of the NiSource Inc. Form 10-Kfiled 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 toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on February 20, 2019). (10.37) Amended and Restated NiSource Inc. Employee Stock Purchase Plan adopted as of February 1, 2019 (incorporated by reference toExhibit C to the NiSource Inc. Definitive Proxy Statementto 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 toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on April 17, 2019). (10.39) Form of Performance Share Award Agreement* ** (10.40) Form of Restricted Stock Unit Award Agreement* ** (10.41) Form of Cash-Based Award Agreement* ** (10.42) Columbia Gas of Massachusetts Plea Agreement dated February 26, 2020(incorporated by reference toExhibit 10.2 of the NiSource Inc. Form 8-Kfiled on February 27, 2020). (10.43) NiSource Deferred Prosecution Agreement dated February 26, 2020(incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on February 27, 2020). (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).**