NI 10-K Annual Report Dec. 31, 2021 | Alphaminr
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NI 10-K Fiscal year ended Dec. 31, 2021

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NISOURCE INC.
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TABLE OF CONTENTS
Part IItem 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. ReservedItem 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)Note 13, ''equity,'' in The Notes To Consolidated Financial Statements For More Information on Our Atm Program and Equity UnitsItem 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 SchedulesItem 16. Form 10-k Summary

Exhibits

(1.1) Form of Equity Distribution Agreement (incorporated by reference toExhibit 1.1 of the NiSource Inc. Form 8-Kfiled on February 22, 2021). (1.2) Form of Master Forward Sale Confirmation (incorporated by reference toExhibit 1.2 of the NiSource Inc. Form 8-Kfiled on February 22, 2021). (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). (incorporated by reference to Exhibit 2.2 to the NiSource Inc. Form 10-K filed on February 17, 2021). (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) 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). (3.6) 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). (3.7) Certificate of Designations with respect to the Series C Mandatory Convertible Preferred Stock, dated April 19, 2021 (incorporated by reference toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled on April 19, 2021). (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. (incorporated by reference toExhibit 4.20 of the NiSource Form 10-Kfiled on February 28, 2020) (4.21) Form of 3.600% Notes due 2030 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on April 8, 2020). (4.22) Form of 0.950% Notes due 2025 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on August 18, 2020). (4.23) Form of 1.700% Notes due 2031(incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on August 18, 2020). (4.24) Purchase Contract and Pledge Agreement, dated April 19, 2021, between NiSource Inc. and U.S. Bank National Association, in its capacity as the purchase contract agent, collateral agent, custodial agent and securities intermediary (incorporated by reference toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled on April 19, 2021). (4.25) Form of Series A Corporate Units Certificate (incorporated by reference toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled on April 19, 2021). (4.26) Form of Series A Treasury Units Certificate (incorporated by reference toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled on April 19, 2021). (4.27) Form of Series A Cash Settled Units Certificate (incorporated by reference toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled on April 19, 2021). (4.28) Form of Series C Mandatory Convertible Preferred Stock Certificate (incorporated by reference toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled on April 19, 2021). (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) 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).* (10.33) 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). (10.34) Form of Performance Share Award Agreement(incorporated by reference toExhibit 10.39 of the NiSource Form 10-Kfiled on February 28, 2020).* (10.35) Form of Restricted Stock Unit Award Agreement(incorporated by reference toExhibit 10.40 of the NiSource Form 10-Kfiled on February 28, 2020).* (10.36) Form of Cash-Based Award Agreement(incorporated by reference toExhibit 10.41 of the NiSource Form 10-Kfiled on February 28, 2020).* (10.37) 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). (10.38) 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). (10.40) Settlement Agreement, dated July 2, 2020, by and among Bay State Gas Company d/b/a Columbia Gas of Massachusetts, NiSource Inc., Eversource Gas Company of Massachusetts, Eversource Energy, the Massachusetts Attorney Generals Office, the Massachusetts Department of Energy Resources the Low-Income Weatherization and Fuel Assistance Program Network (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on July 6, 2020). (10.41) Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2020 Omnibus Incentive Plan (incorporated by reference toExhibit 10.2 of the NiSource Inc. Form 10-Qfiled on August 5, 2020).* (10.42) Addendum to Plea Agreement filed on or about June 21, 2020 in the United States District Court for the District of Massachusetts (incorporated by reference toExhibit 10.4 of the NiSource Inc. Form 10-Qfiled on August 5, 2020). (10.43) Letter Agreement by and among NiSource Inc., Bay State Gas Company d/b/a Columbia Gas of Massachusetts and Eversource Energy Relating to Asset Purchase Agreement, dated October 9, 2020 (incorporated by reference toExhibit 10.3 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).*** (10.44) NiSource Inc. Supplemental Executive Retirement Plan, as amended and restated effective November 1, 2020 (incorporated by reference toExhibit 10.4 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.45) Pension Restoration Plan for NiSource Inc. and Affiliates, as amended and restated effective November 1, 2020 (incorporated by reference toExhibit 10.5 to the NiSource Inc. Form 10-Qfiled on November 2, 2020). (10.46) Savings Restoration Plan for NiSource Inc. and Affiliates, as amended and restated effective November 1, 2020 (incorporated by reference toExhibit 10.6 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.47) NiSource Inc. Executive Severance Policy, as amended and restated effective October 19, 2020 (incorporated by reference toExhibit 10.7 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.48) NiSource Next Voluntary Separation Program, effective as of August 5, 2020 (incorporated by reference toExhibit 10.8 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.49) Letter Agreement dated October 19, 2020 by and between NiSource Inc. and Carrie Hightman (incorporated by reference toExhibit 10.9 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.50) Amendment to Settlement Agreement by and among Bay State Gas Company d/b/a Columbia Gas ofMassachusetts, NiSource Inc., Eversource Gas Company of Massachusetts, Eversource Energy, the Massachusetts Attorney Generals Office, the Massachusetts Department of Energy Resources and the Low-Income Weatherization and Fuel Assistance Program Network, dated September 29, 2020 (incorporated by reference toExhibit 10.2 to the NiSource Inc. Form 10-Qfiled on November 2, 2020). (10.51) Form of Restricted Stock Unit Award Agreement. (incorporated by reference toExhibit 10.53 to the NiSource Inc. Form 10-Kfiled on February 17, 2021).* (10.52) Form of Performance Share Unit Award Agreement. (incorporated by reference toExhibit 10.54 to the NiSource Inc. Form 10-Kfiled on February 17, 2021).* (10.53) Form of Special Performance Share Unit Award Agreement. (incorporated by reference toExhibit 10.55 to the NiSource Inc. Form 10-Kfiled on February 17, 2021).* (10.54) Sixth Amended and Restated Revolving Credit Agreement, dated as of February 18, 2022, among NiSource Inc., as Borrower, the Lenders party thereto, Barclays Bank PLC, as Administrative Agent, JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as Co-Syndication Agents, Credit Suisse AG, New York Branch, Wells Fargo Bank, National Association, and Bank of America, National Association, as Co-Documentation Agents, Barclays Bank PLC and MUFG Bank, Ltd., as Co-Sustainability Structuring Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A. MUFG Bank, Ltd., Credit Suisse Loan Funding LLC, Wells Fargo Securities, LLC, and BofA Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on February 18, 2022). (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).**