NiSource (NI) 10-K risk factor changes: FY2021 vs FY2020

In addition, climate change [removed: may exacerbate the risks to our physical infrastructure, including heat stresses] [added: is likely] to [removed: power lines, storms that damage infrastructure,] [added: cause] lake and [removed: sea] [added: river] level changes that affect the manner in which services are currently [removed: provided,] [added: provided and] droughts or other stresses on water used to supply services, and other extreme weather conditions.

Changes in policy to combat climate change, and technology advancement, each of which can also accelerate the implications of a transition to a lower carbon economy, may materially adversely impact our business, financial position, results of operations, and cash [removed: flows.][added: flows*.*]

We had total consolidated indebtedness of [removed: $9,746.1] [added: $9,801.5] million outstanding as of December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] the collateral requirement that would be required in the event of a downgrade below the ratings trigger levels would amount to approximately [removed: $53.9] [added: $56.2] million.

The [added: global outbreak of the] novel coronavirus [added: and its variants] (COVID-19) [removed: pandemic] [added: has] adversely [removed: impacts] [added: impacted and may continue to adversely impact] our business, results of operations, financial condition, liquidity and cash flows.

The [removed: continued spread of] COVID-19 [added: pandemic] has resulted in widespread impacts on the global economy and financial markets and could lead to a prolonged reduction in economic activity, extended disruptions to supply chains and capital markets, and reduced labor availability and productivity.

[removed: We have] [added: Primarily in 2020, we] experienced lower revenues, higher expenses for personal protective equipment and supplies, and higher bad debt expense as a consequence of the pandemic, which [removed: has] negatively impacted our results of [removed: operations as of December 31, 2020.][added: operations.]

- Lower revenue and cash flow, resulting from the decrease in commercial and industrial gas and electric demand as businesses comply with operating restrictions [removed: and re-opening plans in each state and as] [added: and/or] businesses experience negative economic impact from the pandemic, potentially offset by higher residential demand;

- Lower revenue and cash flow [removed: due to] [added: in] the [removed: continuing] [added: event of the] suspension of late payment and reconnection fees in some jurisdictions;

- A continued increase in bad debt and a decrease in cash flows resulting from the suspension of shut-offs and the inability of our customers to pay for their gas and electric service due to job loss or other factors, partially offset by regulatory [removed: deferral;][added: deferrals;]

- Lower revenues on a prolonged basis resulting from higher customer bankruptcies, predominately focused on commercial and industrial customers not able to sustain operations through [removed: the] [added: any] broader economic downturn;

- A continued delay in cash flows as [added: more] customers utilize the more flexible payment plans we offer; and

[removed: "Management] Discussion and Analysis of Financial Condition and Results of Operations - Executive Summary - Introduction - COVID-19" in this report and in our future filings with the Securities and Exchange Commission.

Adverse economic and market conditions, including as a result of the COVID-19 pandemic, [removed: or] increases in interest rates [added: or changes in investor sentiment] could materially and adversely affect our business, results of operations, cash flows, financial condition and liquidity.

[removed: It] [added: We have reinstated our common credit mitigation practices as moratoriums have expired, but it] is possible that such moratoriums will be [removed: extended or] reinstated as the pandemic continues.

We have historically relied on long-term debt and on the issuance of equity securities to [added: fund a portion of our capital expenditures and repay outstanding debt, and on short-term borrowings to fund a portion of day-to-day business operations.]

An economic downturn or uncertainty, market turmoil, changes in [added: interest rates, changes in] tax policy, challenges faced by financial institutions, changes in our credit ratings, or a change in investor sentiment toward us or the utilities industry generally could adversely affect our ability to raise additional capital or refinance debt.

[removed: The] [added: As described in more detail in the risk factor below, the] outcomes of these proceedings are uncertain, potentially lengthy and could be influenced by many factors, some of which may be outside of our control, including the cost of providing service, the necessity of expenditures, the quality of service, regulatory interpretations, customer intervention, economic conditions and the political environment.

The U.S. manufacturing industry continues to adjust to changing market conditions including international competition, [added: inflation and] increasing costs, and fluctuating demand for its products.

As stated above, in connection with the COVID-19 pandemic, [removed: certain] state regulatory [removed: commissions instituted regulatory moratoriums that] [added: moratoriums, which] have [added: now expired,] impacted our ability to pursue our standard credit risk mitigation practices.

As of December 31, [removed: 2020,] [added: 2021,] the ratio was [removed: 62.5%.][added: 57.4%.]

Some of our [removed: indebtedness, including borrowings under our revolving credit agreement,] [added: indebtedness] bears interest at a variable rate based on LIBOR.

[added: SOFR is intended to be a] broad measure of the cost of borrowing cash overnight that is collateralized by U.S. Treasury securities.

In addition, although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable on certain of our obligations if LIBOR is not reported, [removed: which include, without limitation, requesting certain rates from major reference banks in London or New York,] uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with, the interest rates or payments that would have been made on our obligations if a LIBOR-based rate was available in its current form.

We are involved in legal and regulatory proceedings, investigations, inquiries, claims and litigation in connection with our business operations, including those related to the Greater Lawrence Incident, the most significant of which are summarized in Note [removed: 20,] [added: 19,] “Other Commitments and [removed: Contingencies”] [added: Contingencies,”] in the Notes to Consolidated Financial Statements.

Our insurance does not cover all costs and expenses that we have incurred [removed: or that we may incur in the future] relating to the Greater Lawrence Incident, and may not fully cover incidents that could occur in the future.

While we have recovered the full amount of our liability insurance coverage available under our policies, total expenses related to the incident [removed: have] exceeded such amount.

We may also incur additional costs associated with the Greater Lawrence Incident, beyond the amount currently anticipated, including in connection with [removed: the U.S. Attorney’s Office investigation as well as] civil litigation.

[removed: Further,] [added: addition,] if it is determined in other matters that we did not comply with applicable statutes, regulations or rules in connection with the operations or maintenance of our natural gas system, and we are ordered to pay additional amounts in penalties, or other amounts, our financial condition, results of operations, and cash flows could be materially and adversely affected.

Failure to comply with the terms of these agreements could result in further enforcement action by the U.S. Attorney’s Office, expose the Company and Columbia of Massachusetts [added: to penalties, financial or otherwise, and subject the Company to further private litigation, each of which could impact our operations and have a material adverse effect on our business.]

Our businesses are subject to various [added: federal, state and local] laws, [removed: regulations] [added: regulations, tariffs] and [removed: tariffs.][added: policies.]

We could be materially adversely affected if we fail to comply with such laws, [removed: regulations and] [added: regulations,] tariffs [added: and policies] or with any changes in or new interpretations of such laws, [removed: regulations] [added: regulations, tariffs] and [removed: tariffs.][added: policies.]

Our businesses are subject to various [added: federal, state and local] laws, [removed: regulations] [added: regulations, tariffs] and [removed: tariffs,] [added: policies,] including, but not limited to, those relating to natural gas pipeline safety, employee safety, the environment and our energy infrastructure.

Existing laws, [removed: regulations and] [added: regulations,] tariffs [added: and policies] may be revised or become subject to new interpretations, and new laws, [removed: regulations and] [added: regulations,] tariffs [added: and policies] may be adopted or become applicable to us and our operations.

In some cases, compliance with new laws, [removed: regulations and] [added: regulations,] tariffs [added: and policies] increases our costs.

If we fail to comply with laws, regulations and tariffs applicable to us or with any changes in or new interpretations of such laws, [removed: regulations] [added: regulations, tariffs] or [removed: tariffs,] [added: policies,] our financial condition, results of operations, regulatory outcomes and cash flows may be materially adversely affected.

While we continue to reduce GHG emissions through the retirement of coal-fired electric generation, increased sourcing of renewable energy, [removed: and] priority pipeline replacement, energy efficiency programs, [added: and] leak detection and repair, GHG emissions are currently an expected aspect of the electric and natural gas business.

[added: Separately, a challenge by a taxing authority, changes in taxing authorities’] administrative interpretations, decisions, policies and positions, our ability to utilize tax benefits such as carryforwards or tax credits, or a deviation from other tax-related assumptions may cause actual financial results to deviate from previous estimates.

several areas as described elsewhere in these risk factors.

We have continued financial liabilities related to the sale of the Massachusetts Business.

Our electric and gas physical infrastructure may be targets of physical security threats or terrorist activities that could disrupt our operations.

We have increased security given the current environment and may be required by regulators or by the future threat environment to make investments in security that we cannot currently predict.

In addition, the supply chain constraints that we are experiencing could impact timely restoration of services.

The physical impacts of climate change and the transition to a lower carbon future are impacting our business.

Climate change is exacerbating the risks to our physical infrastructure by increasing the frequency of extreme weather, including heat stresses to power lines and storms and floods that damage infrastructure.

We have adapted and will continue to evolve our infrastructure and operations to meet current and future needs of our stakeholders.

With higher frequency of these and possibly other extreme weather events it may become more costly for us to safely and reliably deliver certain products and services to our customers.

Some of these costs may not be recovered.

To the extent that we are unable to recover those costs, or if higher rates resulting from recovery of such costs result in reduced demand for services, our future financial results may be adversely impacted.

Further, as the intensity and frequency of significant weather events increases, it may impact our ability to secure cost-efficient insurance as described above.

As a result of increased awareness regarding climate change, coupled with adverse economic conditions, availability of alternative energy sources, including private solar, microturbines, fuel cells, energy-efficient buildings and energy storage devices, and new regulations restricting emissions, including potential regulations of methane emissions, some consumers and companies may use less energy, meet their own energy needs through alternative energy sources or avoid expansions of their facilities, including natural gas facilities, resulting in less demand for our services.

As these technologies become a more cost-competitive option over time, whether through cost effectiveness or government incentives and subsidies, certain customers may choose to meet their own energy needs and subsequently decrease usage of our systems and services, which may result in, among other things, our generating facilities becoming less competitive and economical.

Further, evolving investor sentiment related to the use of fossil fuels and initiatives to restrict continued production of fossil fuels could result in a significant impact on our electric generation and natural gas businesses in the future.

Conversely, demand for our services may increase as a result of

customer changes in response to climate change.

For example, as the utilization of electric vehicles increases, demand for electricity may increase, resulting in increased usage of our systems and services.

Any negative opinions with respect to our environmental practices or our ability to meet the challenges posed by climate change formed by regulators, customers, investors or legislators could harm our reputation and change the perceived value of our products and services.

We are subject to operational and financial risks and liabilities associated with the implementation and efforts to achieve our carbon emission reduction goals.

NIPSCO’s electric generation transition is a key element of our goal to achieve a 90% reduction in our Scope 1 GHG emissions by 2030 compared with 2005 levels.

Our analysis and plan for execution, which is outlined in the NIPSCO 2021 Integrated Resource Plan, requires us to make a number of assumptions.

These goals and underlying assumptions involve risks and uncertainties and are not guarantees.

Should one or more of our underlying assumptions prove incorrect, our actual results and ability to achieve our emissions goal could differ materially from our expectations.

Certain of the assumptions that could impact our ability to meet our emissions goal include, but are not limited to: the accuracy of current emission measurements, service territory size and capacity needs remaining in line with expectations; regulatory approval; impacts of future environmental regulations or legislation; impact of future GHG pricing regulations or legislation, including a future carbon tax or methane fee; price, availability and regulation of carbon offsets; price of fuel, such as natural gas; cost of energy generation technologies, such as wind and solar, natural gas and storage solutions; adoption of alternative energy by the public, including adoption of electric vehicles; rate of technology innovation with regards to alternative energy resources; our ability to implement our modernization plans for our pipelines and facilities; the ability to complete and implement generation alternatives to NIPSCO’s coal generation and retirement dates of NIPSCO’s coal facilities by 2030; the ability to construct and/or permit new natural gas pipelines; the ability to procure resources needed to build at a reasonable cost, the lack of scarcity of resources and labor, project cancellations, construction delays or overruns and the ability to appropriately estimate costs of new generation; impact of any supply chain disruptions; and enhancement of energy efficiencies.

Any negative opinions with respect to these goals or our environmental practices, including any inability to achieve, or a scaling back of these goals, formed by regulators, customers, investors or legislators could harm our reputation and have an adverse effect on our financial condition.

We continue to monitor how COVID-19 is affecting our workforce, customers, suppliers, operations, financial results and cash flow.

The extent of the impact in the future will vary and depend on the duration and severity of the impact on the global, national and local economies.

Although our revenues were higher in 2021 compared to 2020, we may continue to experience ongoing impact of the pandemic, which includes, but is not limited to:

"Management

The duration and ultimate impact of the COVID-19 pandemic on our business, results of operations and financial condition, including liquidity, capital and financing resources, will depend on numerous evolving factors and future developments, which are highly uncertain and cannot be predicted at this time.

Such factors and developments may include the geographic spread, severity and duration of the COVID-19 pandemic, including whether there are periods of increased COVID-19 cases; the further spread of the Delta variant, Omicron variant or the emergence of other new or more contagious variants that may render vaccines ineffective or less effective; disruption to our operations resulting from employee illnesses or any inability to attract, retain or motivate employees; the development, availability and administration of effective treatment or vaccines and the willingness of individuals to receive a vaccine or otherwise comply with various mandates; the extent and duration of the impact on the U.S. or global economy, including the pace and extent of recovery when the COVID-19 pandemic subsides; and the actions that have been or may be taken by various governmental authorities in response to the outbreak.

For example, because NIPSCO’s current generating facilities substantially rely on coal for its operations, certain financial institutions may choose not to participate in our financing arrangements.

In addition, large institutional investors may choose to sell or choose not to purchase our stock due to environmental, social and governance (“ESG”) concerns or concerns regarding renewable energy supply chain challenges.

The actions of regulators and legislators could result in outcomes that may adversely affect our earnings and liquidity.

The rates that our electric and natural gas companies charge their customers are determined by their state regulatory commissions and by the FERC.

These commissions also regulate the companies' accounting, operations, the issuance of certain securities and certain other matters.

The FERC also regulates the transmission of electric energy, the sale of electric energy at wholesale, accounting, issuance of certain securities and certain other matters, including reliability standards through the North American Electric Reliability Corporation (NERC).

Under state and federal law, our electric and natural gas companies are entitled to charge rates that are sufficient to allow them an opportunity to recover their prudently incurred operating and capital costs and a reasonable rate of return on invested capital, to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.

Our electric and natural gas companies are required to engage in regulatory approval proceedings as a part of the process of establishing the terms and rates for their respective services.

NISOURCE INC.

The preferred option within the Integrated Resource Plan retires the R.M. Schahfer Generating Station by mid-2023 and the Michigan City Generating Station by the end of 2028.

These stations represent 2,080 MW of generating capacity, equal to 72% of NIPSCO’s remaining generating capacity and 100% of NIPSCO's remaining coal-fired generating capacity.

The current replacement plan includes renewable sources of energy, including wind, solar, and battery storage.

In the second quarter of 2020, the MISO approved NIPSCO's plan to retire the R.M. Schahfer Generating Station in 2023.

In February 2021, NIPSCO decided to submit modified Attachment Y Notices to MISO requesting accelerated retirement of two of the four units at R.M. Schahfer Generating Station.

The two units are now expected to be retired by the end of 2021, with the remaining two units still scheduled to be retired in 2023.

Refer to Note 20- E.

"Other Matters - NIPSCO 2018 Integrated Resource Plan," in the Notes to Consolidated Financial Statements for additional information.

There are inherent risks and uncertainties in executing the Integrated Resource Plan, including changes in market conditions, regulatory approvals, environmental regulations, commodity costs and customer expectations, which may impede NIPSCO’s ability to achieve the intended results.

NIPSCO’s future success will depend, in part, on its ability to successfully implement its long-term electric generation plans, to offer services that meet customer demands and evolving industry standards, and to recover all, or a significant portion of, any unrecovered investment in obsolete assets.

NIPSCO’s electric generation strategy could require significant future capital expenditures, operating costs and charges to earnings that may negatively impact our financial position, financial results and cash flows.

As required by statute, NIPSCO plans to submit a new Integrated Resource Plan to the IURC by November 1, 2021.

This submission will again outline NIPSCO's short and long term plans for meeting the energy supply needs of its customers, taking into account current perspectives on a range of factors including, but not limited to, new state and federal policy, wholesale market rules, forecasted customer demand, and available resource alternatives.The analysis, conclusions and Preferred Plan in the 2021 Integrated Resource Plan may be different from the analysis, conclusions and Preferred Plan in the 2018 Integrated Resource Plan.

Our capital projects and programs subject us to construction risks and natural gas costs and supply risks, and are subject to regulatory oversight, including requirements for permits, approvals and certificates from various governmental agencies.

Our business requires substantial capital expenditures for investments in, among other things, capital improvements to our electric generating facilities, electric and natural gas distribution infrastructure, natural gas storage, and other projects, including projects for environmental compliance.

We are engaged in intrastate natural gas pipeline modernization programs to maintain system integrity and enhance service reliability and flexibility.

NIPSCO also is currently engaged in a number of capital projects, including environmental improvements to its electric generating stations, the construction of new transmission facilities, and new projects related to renewable energy.

As we undertake these projects and programs, we may be unable to complete them on schedule or at the anticipated costs.

Additionally, we may construct or purchase some of these projects and programs to capture anticipated future growth in natural gas production, which may not materialize, and may cause the construction to occur over an extended period of time.

Our existing and planned capital projects require numerous permits, approvals and certificates from federal, state, and local governmental agencies.

If there is a delay in obtaining any required regulatory approvals or if we fail to obtain or maintain any required approvals or to comply with any applicable laws or regulations, we may not be able to construct or operate our facilities, we may be forced to incur additional costs, or we may be unable to recover any or all amounts invested in a project.

We also may not receive the anticipated increases in revenue and cash flows resulting from such projects and programs until after their completion.

Other construction risks include changes in costs of materials, equipment, commodities or labor (including changes to tariffs on materials), delays caused by construction incidents or injuries, work stoppages, shortages in qualified labor, poor initial cost estimates, unforeseen engineering issues, the ability to obtain necessary rights-of-way, easements and transmissions connections and general contractors and subcontractors not performing as required under their contracts.

On May 1, 2020, former President Donald Trump issued an executive order (the “EO”) prohibiting any transaction initiated after that day that (i) involves bulk-power system (“BPS”) equipment designed, developed, manufactured or supplied by persons owned by, controlled by or subject to the jurisdiction or direction of a foreign adversary and (ii) poses an unacceptable risk to national security.

Implementing regulations from the U.S. Secretary of Energy are still pending.

The EO also requires the U.S. Secretary of Energy to review the risk of existing bulk-power system equipment sourced from foreign adversaries and to establish a task force to review and recommend federal procurement policies and procedures consistent with the considerations identified in the EO.

On July 8, 2020, the U.S. Department of Energy issued a Request for Information (“RFI”), seeking input from industry stakeholders to “understand the energy industry’s current practices to identify and mitigate vulnerabilities in the supply chain” for components of bulk-power system equipment.

The RFI identifies the following governments as “foreign adversaries”: China, Cuba, Iran, North Korea, Russia and Venezuela.

The RFI notes that the U.S. Secretary of Energy retains

ITEM 1A.

RISK FACTORS

authority to amend this list at any time and such countries have been identified only for the purposes of the EO.

Pursuant to the EO, on December 17, 2020, the U.S. Department of Energy issued a Prohibition Order (the “Prohibition Order”) prohibiting the acquisition, importation, transfer, or installment of specified BPS equipment from China that directly serves critical defense facilities.

While the implications of the Prohibition Order are still being assessed, it could impact our procurement processes for BPS equipment.

In the future, certain bulk-power system equipment owned or operated by NiSource could possibly be considered to be sourced from a foreign adversary within the meaning of the EO.

These regulations, if implemented, may impact our procurement processes for bulk-power system equipment.

To the extent that delays occur, costs become unrecoverable, or we otherwise become unable to effectively manage and complete our capital projects, our results of operations, cash flows, and financial condition may be adversely affected.

A significant portion of the gas and electricity we sell is used by residential and commercial customers for heating and air conditioning.

Accordingly, fluctuations in weather, gas and electricity commodity costs and economic conditions impact demand of our customers and our operating results.

| [Executive [removed: Summary](#i7748a2e18a964fbf84cb747bbe17bb9c_43)] [added: Summary](#i4fc5918d394d455c956e1b42164b17f0_46)] | | | [removed: [28](#i7748a2e18a964fbf84cb747bbe17bb9c_43)] [added: [35](#i4fc5918d394d455c956e1b42164b17f0_46)] | | |

| [Summary of Consolidated Financial [removed: Results](#i7748a2e18a964fbf84cb747bbe17bb9c_49)] [added: Results](#i4fc5918d394d455c956e1b42164b17f0_52)] | | | [removed: [30](#i7748a2e18a964fbf84cb747bbe17bb9c_49)] [added: [37](#i4fc5918d394d455c956e1b42164b17f0_52)] | | |

| [Results and Discussion of Segment [removed: Operations](#i7748a2e18a964fbf84cb747bbe17bb9c_52)] [added: Operations](#i4fc5918d394d455c956e1b42164b17f0_55)] | | | [removed: [31](#i7748a2e18a964fbf84cb747bbe17bb9c_52)] [added: [38](#i4fc5918d394d455c956e1b42164b17f0_55)] | | |

| [removed: [Gas] [added: Gas] Distribution [removed: Operations](#i7748a2e18a964fbf84cb747bbe17bb9c_55)] [added: Operations] | | | [removed: [32](#i7748a2e18a964fbf84cb747bbe17bb9c_55)] | | | [added: | | | | | | | | | | | | | | | | | |]

| [removed: [Electric Operations](#i7748a2e18a964fbf84cb747bbe17bb9c_61)] [added: Electric Operations] | | | [removed: [36](#i7748a2e18a964fbf84cb747bbe17bb9c_61)] | | | [added: | | | | | | | | | | | | | | | | | |]

| [Liquidity and Capital [removed: Resources](#i7748a2e18a964fbf84cb747bbe17bb9c_67)] [added: Resources](#i4fc5918d394d455c956e1b42164b17f0_70)] | | | [removed: [40](#i7748a2e18a964fbf84cb747bbe17bb9c_67)] [added: [46](#i4fc5918d394d455c956e1b42164b17f0_70)] | | |

[removed: | [Off Balance Sheet](#i7748a2e18a964fbf84cb747bbe17bb9c_70)] [added: Contractual Obligations, Cash Requirements and Off-Balance Sheet] Arrangements [removed: | | | [45](#i7748a2e18a964fbf84cb747bbe17bb9c_70) | | |]

| [Market Risk [removed: Disclosures](#i7748a2e18a964fbf84cb747bbe17bb9c_73)] [added: Disclosures](#i4fc5918d394d455c956e1b42164b17f0_76)] | | | [removed: [45](#i7748a2e18a964fbf84cb747bbe17bb9c_73)] [added: [51](#i4fc5918d394d455c956e1b42164b17f0_76)] | | |

| [Other [removed: Information](#i7748a2e18a964fbf84cb747bbe17bb9c_76)] [added: Information](#i4fc5918d394d455c956e1b42164b17f0_79)] | | | [removed: [46](#i7748a2e18a964fbf84cb747bbe17bb9c_76)] [added: [52](#i4fc5918d394d455c956e1b42164b17f0_79)] | | |

Refer to the [removed: “Business”] [added: "Business"] section under Item 1 of this annual report and Note [removed: 24,] [added: 23,] "Segments of Business," in the Notes to Consolidated Financial Statements for further discussion of our regulated utility business segments.

Our goal is to develop strategies that benefit all stakeholders as we (i) [removed: address changing customer conservation patterns, (ii) develop more contemporary pricing structures, and (iii)] embark on long-term infrastructure investment and safety [removed: programs.][added: programs to better serve our customers, (ii) align our tariff structures with our cost structure, and (iii) address changing customer conservation patterns.]

These strategies focus on improving [removed: reliability] [added: safety] and [removed: safety,] [added: reliability,] enhancing customer service, [removed: lowering] [added: ensuring] customer [removed: bills] [added: affordability] and reducing emissions while generating sustainable returns.

See Note [removed: 1, "Nature of Operations] [added: 19-A, "Contractual Obligations,"] and [removed: Summary of Significant Accounting Policies,"] [added: Note 19-F, "Other Matters - Generation Transition,"] in the Notes to Consolidated Financial Statements for additional information.

Your Energy, Your Future: Our plan to replace [removed: 80% of] our coal generation capacity by the end of [removed: 2023 and all of our coal generation by the end of] 2028 with primarily renewable resources is well underway.

In December [removed: 2020,] [added: 2021,] the formation of the [removed: Rosewater] [added: Indiana Crossroads] Wind [removed: Generation] joint venture, one of our previously executed BTAs, was completed, and [removed: has begun operation.][added: began commercial operations.]

For additional information, see Note [removed: 4] [added: 4,] "Variable Interest [removed: Entities"] [added: Entities," in the Notes to Consolidated Financial Statements] and "Results and Discussion of Segment [removed: Operation] [added: Operations] - Electric Operations," in this Management's Discussion.

NiSource Next: [removed: We have] [added: In 2020, we] launched a comprehensive, multi-year program designed to deliver long-term safety, sustainable capability enhancements and [removed: cost] [added: costs] optimization improvements.

This program [removed: will advance] [added: advances] the high priority we place on safety and risk mitigation, further [removed: enable] [added: enables] our [removed: safety management system ("SMS"),] [added: SMS,] and [removed: enhance] [added: enhances] the customer experience.

NiSource Next is designed to [removed: (i)] leverage our current scale, [removed: (ii)] utilize technology, [removed: (iii)] define clear roles and accountability with our leaders and employees, and [removed: (iv)] standardize our processes to focus on operational rigor, quality management and continuous improvement.

For additional information, [removed: see] [added: refer to] Note [removed: 20-E, "Other Matters,"] [added: 1-S, "VIEs and Allocation of Earnings,"] in the Notes to Consolidated Financial Statements.

COVID-19: The safety of our employees and customers, while providing essential services during the [added: ongoing] COVID-19 pandemic, [removed: continues to be a key area of focus.][added: is paramount.]

[removed: Since March 2020, we have taken] [added: We continue to take] a proactive, coordinated approach intended to prevent, mitigate and respond to [removed: the pandemic,] [added: COVID-19] by utilizing our Incident Command System (ICS).

The ICS includes members of our executive [removed: leadership team,] [added: council,] a medical review professional, and members of functional teams from across our company.

We have implemented procedures designed to protect our employees who work in the field and who continue to work in operational and corporate facilities, including social [removed: distancing,] [added: distancing and] wearing face [removed: coverings, temperature checks and more frequent cleaning of equipment and facilities.][added: coverings.]

We [removed: will continue] [added: are also continuously evaluating changes] to [removed: follow] CDC [removed: guidance] [added: guidance,] and [removed: implement] [added: updating our] safety measures [removed: intended] [added: accordingly, in order] to ensure employee and customer safety during this pandemic.

We are following [removed: all] federal, [removed: state] [added: state,] and local [added: laws, regulations and] guidelines related to the COVID-19 [removed: vaccinations and will encourage employees to receive the vaccine when it is available to them.][added: vaccinations.]

Since the beginning of the [added: COVID-19] pandemic, we have been helping our customers navigate this challenging time.

We plan to continue our payment assistance programs [removed: across all] [added: and customer education and awareness] of [removed: our operating territory] [added: energy assistance programs such as the Low Income Home Energy Assistance Program (LIHEAP)] to help customers deal with the impact of the pandemic.

For information on the [removed: state specific] [added: impacts of COVID-19 for the year ended December 31, 2021, the state-specific] suspension of [removed: disconnections] [added: disconnections,] and COVID-19 regulatory [removed: filings,] [added: filings] see Note [added: 3, ''Revenue Recognition,'' and Note] 9, [removed: "Regulatory Matters,"] [added: ''Regulatory Matters,''] in the Notes to Consolidated Financial Statements.

[removed: For additional information, see] [added: See] Note [removed: 20-C, "Legal Proceedings"] [added: 7, "Goodwill] and [removed: Note 20-E "Other Matters,"] [added: Other Intangible Assets,"] in the Notes to Consolidated Financial [removed: Statements.][added: Statements for further information.]

[removed: See] [added: Refer to] Note [removed: 1, "Nature of Operations and Summary of Significant Accounting Policies,"] [added: 11, "Income Taxes,"] in the Notes to Consolidated Financial Statements for additional information.

A summary of our consolidated financial results for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] are presented below:

| Year Ended December 31*,* *(in millions, except per share amounts)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | |

| Operating Revenues | | | $ | [removed: 4,681.7] [added: 4,899.6] | | | | | $ | [removed: 5,208.9] [added: 4,681.7] | | | | | $ | [removed: 5,114.5] [added: 5,208.9] | | | | | $ | [removed: (527.2)] [added: 217.9] | | | | | $ | [removed: 94.4] [added: (527.2)] | |

| Cost of energy | | | [removed: 1,109.3] [added: 1,392.3] | | | | | | [removed: 1,534.8] [added: 1,109.3] | | | | | | [removed: 1,761.3] [added: 1,534.8] | | | | | | [removed: (425.5)] [added: (283.0)] | | | | | | [removed: (226.5)] [added: 425.5] | | |

| Other Operating Expenses | | | [removed: 3,021.6] [added: 2,500.4] | | | | | | [removed: 2,783.4] [added: 3,021.6] | | | | | | [removed: 3,228.5] [added: 2,783.4] | | | | | | [removed: 238.2] [added: 521.2] | | | | | | [removed: (445.1)] [added: (238.2)] | | |

| Total Operating Expenses | | | [removed: 4,130.9] [added: 3,892.7] | | | | | | [removed: 4,318.2] [added: 4,130.9] | | | | | | [removed: 4,989.8] [added: 4,318.2] | | | | | | [removed: (187.3)] [added: 238.2] | | | | | | [removed: (671.6)] [added: 187.3] | | |

| Operating Income | | | [removed: 550.8] [added: 1,006.9] | | | | | | [removed: 890.7] [added: 550.8] | | | | | | [removed: 124.7] [added: 890.7] | | | | | | [removed: (339.9)] [added: 456.1] | | | | | | [removed: 766.0] [added: (339.9)] | | |

| Total Other Deductions, Net | | | [removed: (582.1)] [added: (300.3)] | | | | | | [removed: (384.1)] [added: (582.1)] | | | | | | [removed: (355.3)] [added: (384.1)] | | | | | | [removed: (198.0)] [added: 281.8] | | | | | | [removed: (28.8)] [added: (198.0)] | | |

| Income Taxes | | | [removed: (17.1)] [added: 117.8] | | | | | | [removed: 123.5] [added: (17.1)] | | | | | | [removed: (180.0)] [added: 123.5] | | | | | | [removed: (140.6)] [added: (134.9)] | | | | | | [removed: 303.5] [added: 140.6] | | |

| [Environmental and Safety Matters](#i4fc5918d394d455c956e1b42164b17f0_4947802327790) | | | [50](#i4fc5918d394d455c956e1b42164b17f0_4947802327790) | | |

| | | | | | |

The safety of our customers, communities and employees remains our top priority.

The SMS is an established operating model within NiSource.

With the continued support and advice from our Quality Review Board (a panel of third parties with safety operations expertise engaged by management to advise on safety matters), we are continuing to mature our SMS processes, capabilities and talent as we collaborate within and across industries to enhance safety and reduce operational risk.

2021 Overview: In 2021, we made significant progress towards our strategic and financial goals and objectives.

We commenced commercial operations of Indiana Crossroads Wind, adding 302 MW of renewable generating capacity to our Electric Operations.

Additionally, we broke ground on two solar projects and received regulatory approval to complete another nine renewable energy projects by the end of 2023.

We filed base rate cases in five states, completing three cases in 2021 with balanced outcomes supporting all stakeholders.

We also invested $1.3 billion in infrastructure modernization to enhance safe, reliable service, including replacement of 390 miles of priority pipe, 54 miles of underground cable and 2,857 electric poles.

Through the issuance of our Equity Units, we significantly de-risked our financing strategy and supported our investment grade credit rating.

We made advancements on key strategic initiatives, described in further detail below.

As of December 31, 2021, we have executed and received IURC approval for BTAs and PPAs with a combined nameplate capacity of 1,950 MW and 1,380 MW, respectively, under the plan.

On October 1, 2021, we completed

the retirement of R.M. Schahfer Generating Station Units 14 and 15.

On October 21, 2021, we announced the Preferred Energy Resource Plan associated with our 2021 Integrated Resource Plan, which refines the timeline to retire the Michigan City Generating Station to occur between 2026 and 2028.

The plan calls for the replacement of the retiring units with a diverse portfolio of resources including demand side management resources, incremental solar, stand-alone energy storage and upgrades to existing facilities at the Sugar Creek Generating Station, among other steps.

Additionally, the plan calls for a natural gas peaking unit to replace existing vintage gas peaking units at the R.M. Schahfer Generating Station to support system reliability and resiliency, as well as upgrades to the transmission system to enhance our electric generation transition.

The planned retirement of the two vintage gas peaking units at the R.M. Schahfer Generating Station is expected to occur between 2025 and 2028.

Final retirement dates for these units, as well as Michigan City, will be subject to MISO approval.

We filed our 2021 Integrated Resource Plan with the IURC in November 2021.

In 2021, we optimized our workforce by redefining roles to sharpen our focus on safety and risk mitigation, operational rigor, and adherence to process and procedures, as well as implemented consistent span of control for leadership to increase individual responsibility and clear accountability.

Additionally, we began to make advancements across our operations to improve safety, operational efficiencies, and customer satisfaction through continued standardization of work processes, the implementation of new mobile technology to provide real-time access to information while serving our customers and enhanced customer self-service options to better meet customer expectations.

These enhancements set the foundation for 2022 and beyond, to continue improving safety and customer experience through more significant technology investments.

We continue to monitor how COVID-19 is affecting our workforce, customers, suppliers, operations, financial results and cash flow.

The extent of the impact in the future will vary and depend on the duration and severity of the impact on the global, national and local economies.

Economic Environment: We are monitoring risks related to increasing order and delivery lead times for construction and other materials, increasing risk of unavailability of materials due to global shortages in raw materials, and risk of decreased construction labor productivity in the event of disruptions in the availability of materials.

We are also seeing increasing prices

associated with certain materials and supplies.

To the extent that delays occur or our costs increase, our business operations, results of operations, cash flows, and financial condition could be materially adversely affected.

We are faced with increased competition for employee and contractor talent in the current labor market, which has resulted in increased costs to attract and retain talent.

We are ensuring that we use all internal human capital programs (development, leadership enablement programs, succession, performance management) to promote retention of our current employees along with having competitive and attractive appeal for potential recruits.

With a focus on workforce planning, we are creating flexible work arrangements where we can, and being anticipatory in evaluating our talent footprint for the future to ensure we have the right people, in the right role, and at the right time.

To the extent we are unable to execute on our workforce planning initiatives and experience increased employee and contractor costs, our business operations, results of operations, cash flows, and financial condition could be materially adversely affected.

We have also seen an increase in gas costs that we expect to have an effect on customer bills.

For the year ended December 31, 2021, we have not seen this increase have a material impact on our results of operations.

For more information on our commodity price impacts, see " - Results and Discussion of Segment Operations - Gas Distribution Operations," and " - Market Risk Disclosures."

For more information on global availability of materials for our renewable projects, see " - Results and Discussion of Segment Operations - Electric Operations - Electric Supply and Generation Transition."

| | | | | | | | | | | | | | | | | | | | | | Favorable (Unfavorable) | | | | | | | | |

| Diluted Earnings (Loss) Per Share | | | $ | 1.27 | | | | | $ | (0.19) | | | | | $ | 0.87 | | | | | $ | 1.46 | | | | | $ | (1.06) | |

Refer also to the *Electric Supply* section of our Electric Operations Segment discussion for additional information on our long term electric generation strategy.

Columbia of Massachusetts Asset Sale: On February 26, 2020, NiSource and Columbia of Massachusetts entered into an Asset Purchase Agreement with Eversource (the "Asset Purchase Agreement").

Upon the terms and subject to the conditions set forth in the Asset Purchase Agreement, we sold the Massachusetts Business to Eversource for net proceeds of approximately $1,113 million in cash, subject to adjustment for the final working capital amount.

The sale was approved by the Massachusetts DPU on October 7, 2020, and closed on October 9, 2020.

As a result of the sale, we have transitioned to executing a TSA with Eversource.

In October 2020, we executed three BTAs for 900 MW solar nameplate capacity and 135 MW of storage capacity.

We executed in December 2020 a PPA for an additional 280 MW of solar nameplate capacity.

These projects were selected following a comprehensive review of bids submitted through the RFP process that NIPSCO underwent in late 2019.

The projects complement previously executed BTAs and PPAs with a combined nameplate capacity of 400 MW and 1,300 MW, respectively.

An initial step in this program was the voluntary separation program announced in August 2020, with an expected total severance expense of approximately $38.0 million.

The majority of these separation costs will be expensed in 2020 and approximately $21.2 million has been paid as of December 31, 2020.

The NiSource Next initiative, along with the sale of the Massachusetts Business, is projected to achieve a reduction in ongoing operation and maintenance costs by approximately 8% in 2021 compared to 2020.

We have minimized non-essential work that requires an employee to enter a customer premise and limited company vehicle occupancy to one person, where possible.

We suspended disconnections soon after this outbreak began.

As of December 2020, suspension of disconnections has been lifted in some, but not all, of our jurisdictions.

Additionally, we continue to have dialogue with the state regulatory commissions for each of our operating companies regarding the pandemic.

Costs approved for deferral vary by state.

The CARES Act was enacted on March 27, 2020 and provides monetary-relief and financial aid to individuals, business, nonprofits, states and municipalities.

The Coronavirus Relief Act was enacted on December 27, 2020 and extended or supplemented many of the programs from the CARES act.

We are continuing to promote multiple resources available to customers including benefits from the CARES Act, such as additional funding for both the Low-Income Home Energy Assistance Program and the Community Services Block Grant to help support income-qualified customers.

We are sharing energy efficiency tips to help customers save energy at home and promoting our budget plan program, which allows customers to pay about the same amount each month.

We have experienced lower revenue, higher expenses for personal protective equipment and supplies, and higher bad debt expense as a consequence of the pandemic, which has negatively impacted our results of operations through December 31, 2020.

Refer to "Results and Discussion of Segment Operation" in this Management's Discussion for additional segment specific information.

We did experience lower cash flows from operations for the year ended December 31, 2020 in comparison to the same period in 2019 due, in part, to slower collections of customer accounts receivable; however, we believe we have sufficient liquidity as a result of the issuance of $1.0 billion notes in April 2020, the remaining cash proceeds received from the sale of the Massachusetts Business in October 2020, the available capacity under our short-term revolving credit facility and accounts receivable securitization facilities, and our anticipated ability to access capital markets.

Additionally, in the second quarter of 2020 we reduced our planned 2020 capital investments by $145 million.

We did not make any other material changes to our capital construction programs or our renewable generation projects.

While we have not experienced any significant issues in our supply chain, we are actively managing the materials, supplies, and contract services for our generation, transmission, distribution, and customer services functions.

Refer to Part I.

Item 1A.

"Risk Factors" for additional information related to the ongoing impact of the pandemic.

Greater Lawrence Incident: For the year ended December 31, 2020, we have incurred $17 million of third-party claims and other incident-related costs associated with the Greater Lawrence Incident.

We invested approximately $258 million of capital spend for specific pipeline replacement work that was completed in 2019.

We maintain property insurance for gas pipelines and other applicable property.

In 2019, Columbia of Massachusetts filed a proof of loss with its property insurer for this pipeline replacement work.

In January 2020, we filed a lawsuit against the property insurer, seeking payment of our property claim.

We are currently unable to predict the timing or amount of any insurance recovery under the property policy.

Refer to Note 20-C.

"Legal Proceedings" and Note 20-E "Other Matters," in the Notes to Consolidated Financial Statements, "Summary of Consolidated Financial Results," "Results and Discussion of Segment Operation - Gas Distribution Operations," and "Liquidity and Capital Resources" in this Management's Discussion for additional information related to the Greater Lawrence Incident.

| Basic Average Common Shares Outstanding | | | 384.3 | | | | | | 374.6 | | | | | | 356.5 | | | | | | 9.7 | | | | | | 18.1 | | |

On a consolidated basis, we reported a net loss available to common shareholders of $72.7 million or $0.19 per basic share for the twelve months ended December 31, 2020 compared to income to common shareholders of $328.0 million or $0.88 per basic share for the same period in 2019.

ITEM [removed: 1.][added: 1A.]

ITEM [removed: 1.][added: 1A.]

ITEM [removed: 1.][added: 1A.]

[removed: These programs include a paid wellness day, telemedicine services, an Employee Assistance Program, Integrated Health Management navigation services, employee paid sick/disability leave and paid illness in] family days, competitive medical, dental, vision, life and long term disability programs including employee health savings account company [removed: contributions and no cost registered financial planner counseling.][added: contributions.]

In response to COVID-19, we have implemented procedures designed to protect our employees who work in the field and who continue to work in operational and corporate facilities, including social [removed: distancing,] [added: distancing and] wearing face [removed: coverings, temperature checks and more frequent cleaning of equipment and facilities.][added: coverings.]

We [removed: will continue] [added: are continuously evaluating changes] to [removed: follow] the Centers for Disease Control and Prevention ("CDC") [removed: guidance] [added: guidance,] and [removed: implement] [added: updating our] safety measures [removed: intended] [added: accordingly, in order] to ensure employee and customer safety during the pandemic.

For a listing of [removed: certain] [added: material] subsidiaries of NiSource refer to Exhibit 21.

Our “NiSource Next” initiative, a comprehensive program designed to identify long-term sustainable capability enhancements and cost optimization improvements, [added: has increased the volume and pace of change and] may not be [removed: effective.][added: effective as it continues.]

[removed: Environmental] [added: Certain environmental] activist groups, investors and governmental entities [removed: may] continue to oppose natural gas delivery and infrastructure investments [removed: in the jurisdictions where we operate] because of perceived environmental impacts associated with the natural gas supply chain and end use.

Energy conservation, energy efficiency, distributed generation, energy storage, policies favoring electric heat over gas heat and other factors may reduce demand for natural gas and [removed: energy.][added: electricity.]

Our gas distribution and transmission activities, as well as generation, transmission, and distribution of electricity, involve a variety of inherent hazards and operating risks, including, but not limited to, gas leaks and over-pressurization, downed power lines, [added: stray electrical voltage,] excavation or vehicular damage to our infrastructure, outages, environmental spills, mechanical problems and other incidents, which could cause substantial financial losses, as demonstrated in part by the Greater Lawrence Incident.

In addition, these hazards and risks have resulted and may in the future result in serious injury or loss of life to employees and/or the general public, significant damage to property, environmental pollution, impairment of our operations, adverse regulatory rulings and reputational harm, which in turn could lead to substantial losses for [removed: us.][added: NiSource and its stockholders.]

A key element of our [added: electric] business model includes generating power at central station power plants to achieve economies of scale and produce power at a competitive cost.

We continue to research, plan for, and implement new technologies that produce reliable, cost-efficient power or reduce power [removed: consumption.][added: consumption and improve the impact on the environment.]

These [removed: technologies] [added: technologies, many of which NiSource is implementing,] include renewable energy, distributed generation, energy storage, and energy efficiency.

Advances in technology, changes in laws or regulations (including subsidization) and other alternative methods of producing power [removed: are reducing] [added: could reduce] the cost of electric generation from these sources to a level that is competitive with most central station power electric [removed: production.][added: production, causing power sales to decline and the value of our generating facilities to decline.]

[removed: New] [added: Other new] technologies [removed: may] require us to make significant expenditures to remain competitive and may result in the obsolescence of certain operating assets.

Our natural gas business model [removed: leverages] [added: depends on] widespread utilization of natural gas for space heating as a core driver of revenues.

Our future success will depend, in part, on our ability to anticipate and successfully adapt to technological changes, to offer services that meet customer demands and evolving industry standards, [added: including environmental impacts associated with our products] and [added: services, and] to recover all, or a significant portion of, any unrecovered investment in obsolete assets.

A failure by us to effectively adapt to changes in technology and manage the related costs could harm our ability to remain competitive in the marketplace for our [removed: products, services] [added: products] and [removed: processes] [added: services] and could have a material adverse impact on our results of operations and financial condition.

We have risks associated with aging [removed: infrastructure, including our] electric and gas [removed: infrastructure assets.][added: infrastructure.]

In addition, the nature of the information available on aging infrastructure assets, which in some cases is incomplete, may make [added: the operation of the infrastructure,] inspections, maintenance, upgrading and replacement of the assets particularly challenging.

[removed: Missing or incorrect infrastructure data may lead to (1) difficulty properly locating facilities, which] can result in excavator damage and operational or emergency response issues, and (2) configuration and control risks associated with the modification of system operating pressures in connection with turning off or turning on service to customers, which can result in unintended outages or operating pressures.

The failure to operate [removed: these] [added: our] assets as desired could result in interruption of electric service, major component failure at generating facilities and electric substations, gas leaks and other [removed: incidents] [added: incidents,] and [removed: in our] [added: an] inability to meet firm service [added: and compliance] obligations, which could adversely impact revenues, and could also result in increased capital expenditures and maintenance costs, which, if not fully recovered from customers, could negatively impact our financial results.

For example, some insurers are moving away from underwriting certain [removed: energy related] [added: carbon-intensive energy-related] businesses such as those in the coal industry or those exposed to certain perils such as wildfires as well as gas explosion events or other infrastructure-related risks.

The premiums we pay for our insurance coverage have significantly increased as a result of market conditions and the accumulated loss ratio over the history of our operations, and we [added: do not] expect [removed: that they will continue] [added: those costs] to [removed: increase as a result of hardening in market conditions.][added: decline.]

Our plan to replace [removed: 80% of] our coal generation capacity by [removed: mid-2023 and all of our coal generation by] the end of 2028 with primarily renewable resources [removed: may not progress as anticipated.][added: is well underway.]

We also have a robust program to support employee, contractor and public safety, which is led by our Chief Safety Officer and is under the oversight of the Environmental, Safety and Sustainability Committee of our Board.

We plan to publish a comprehensive safety report on our corporate website either before or in conjunction with our upcoming integrated annual report to provide additional transparency on our safety program.

We are following federal, state, and local laws, regulations and guidelines related to the COVID-19 vaccinations.

For more information regarding our response to the pandemic, see “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary” in this report.

Culture and Engagement. Our culture is another important aspect of our ability to advance our strategic and operational objectives.

In addition to our diversity, equity and inclusion, recruiting, development and retention programs described above, we also invest in internal communications programs, including in-person and virtual learning and networking opportunities as well as regular executive communications to employees.

Our executive leadership team, including our Chief Executive Officer, communicates directly and regularly with all employees on timely ethics topics through electronic messages, coffee chats, management forums and all-employee town hall meetings.

These communications emphasize the importance of our values and culture in the workplace.

In addition, we offer in-person and virtual employee community service opportunities and we support employees’ personal volunteering and charitable giving through our charitable matching program.

To instill and reinforce our values and culture, we require our employees to participate in regular training on rotating ethics and compliance topics each year, including, among others, raising concerns, treating others with respect, preventing discrimination in the workplace, anti-bribery and corruption, data protection, unconscious biases, harassment, conflicts of interest, and the anonymous ethics and compliance hotline.

All employees receive training on our Code of Business Conduct biannually or more frequently if there is a material change in content.

Our business ethics program, including the employee training program, is reviewed annually by our executive leadership team and the Audit Committee of our Board.

We measure and monitor culture and employee engagement through a variety of channels including pulse surveys and engagement surveys.

Our Compensation and Human Capital Committee reviews reports from our Chief Human Resources Officer and Chief Diversity, Equity and Inclusion Officer on employee engagement and corporate culture.

Our Board reviews results and action plans related to our enterprise-wide comprehensive employee engagement survey.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a list of our executive officers, including their names, ages, offices held and other recent business experience.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Office(s) Held in Past 5 Years | | |

| Lloyd M. Yates | | | | | | 61 | | | | | | President and Chief Executive Officer of NiSource since February 2022 | | |

| | | | | | | | | | | | | Executive Vice President, Customer and Delivery Operations, and President, Carolina Region, at Duke Energy Corporation, an electric power and natural gas company, from 2014 to 2019. | | |

| Donald E. Brown | | | | | | 50 | | | | | | Executive Vice President, Chief Financial Officer and President, NiSource Corporate Services | | |

| | | | | | | | | | | | | Executive Vice President of NiSource since May 2015. | | |

| | | | | | | | | | | | | Chief Financial Officer of NiSource since July 2015. | | |

| | | | | | | | | | | | | President, NiSource Corporate Services since June 2020. | | |

| Kimberly S. Cuccia | | | | | | 38 | | | | | | Vice President, Interim General Counsel and Corporate Secretary | | |

| | | | | | | | | | | | | Vice President and Deputy General Counsel, Regulatory, of NiSource Corporate Services Company, from January 2021 to December 2021. | | |

| | | | | | | | | | | | | Vice President and General Counsel, Columbia Gas of Massachusetts, NiSource Corporate Services Company, from October 2019 to December 2020. | | |

| | | | | | | | | | | | | Vice President and General Counsel, Massachusetts Restoration, NiSource Corporate Services Company, from October 2018 to October 2019. | | |

| Shawn Anderson | | | | | | 40 | | | | | | Senior Vice President and Chief Strategy and Risk Officer of NiSource since June 2020. | | |

| | | | | | | | | | | | | Vice President, Strategy of NiSource from January 2019 to May 2020. | | |

| | | | | | | | | | | | | Vice President of NiSource from May 2018 to December 2018. | | |

| | | | | | | | | | | | | Treasurer and Chief Risk Officer of NiSource from June 2016 to December 2018. | | |

| Charles E. Shafer, II | | | | | | 52 | | | | | | 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. | | |

| Violet G. Sistovaris | | | | | | 60 | | | | | | Executive Vice President and Chief Experience Officer | | |

| | | | | | | | | | | | | Executive Vice President of NiSource since July 2015. | | |

| | | | | | | | | | | | | Chief Experience Officer of NiSource since June 2020. | | |

NIPSCO’s transmission system, with voltages from 69,000 to 765,000 volts, consists of 3,009 circuit miles.

NIPSCO is interconnected with eight neighboring electric utilities.

During the year ended December 31, 2020, NIPSCO generated 68.8% and purchased 31.2% of its electric requirements.

NIPSCO participates in the MISO transmission service and wholesale energy market.

MISO is a nonprofit organization created in compliance with FERC regulations to improve the flow of electricity in the regional marketplace and to enhance electric reliability.

Additionally, MISO is responsible for managing energy markets, transmission constraints and the day-ahead, real-time, Financial Transmission Rights and ancillary markets.

NIPSCO transferred functional control of its electric transmission assets to MISO, and transmission service for NIPSCO occurs under the MISO Open Access Transmission Tariff.

Business Strategy

We focus our business strategy on providing safe and reliable service through our core, rate-regulated asset-based utilities, which generate substantially all of our operating income.

Our utilities continue to move forward on core safety, infrastructure and environmental investment programs supported by complementary regulatory and customer initiatives across all six states in which we operate.

Our goal is to develop strategies that benefit all stakeholders as we (i) address changing customer conservation patterns, (ii) align our price structures with our cost structure, and (iii) embark on long-term investment programs.

These strategies focus on improving safety and reliability, enhancing customer service, lowering customer bills and reducing emissions while generating sustainable returns.

The safety of our customers, communities and employees remains our top priority.

The SMS transitioned in 2020 from an accelerated project launch to an established operating model within NiSource.

With the continued support and advice from the Quality Review Board, a panel of third parties with safety operations expertise engaged by management to advise on safety matters, we are continuing to mature our SMS processes, capabilities and talent as we collaborate within and across industries to enhance safety and reduce operational risk.

In its 2018 Integrated Resource Plan submission to the IURC, NIPSCO laid out a plan to retire the R.M. Schahfer Generating Station by 2023 and Michigan City Generating Station by 2028.

These units represent 72% of NIPSCO’s remaining generation capacity.

The current replacement plan includes renewable sources of energy, including wind, solar, and battery storage, to be obtained through a combination of NIPSCO investment and PPAs.

Refer to Note 20-E, "Other Matters," in the Notes to Consolidated Financial Statements for further discussion of these plans.

Rate Case Actions

The following table describes current rate case actions as applicable in each of our jurisdictions net of tracker impacts.

See "Cost Recovery and Trackers" below for further detail on trackers.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | |

| Company | | | Proposed ROE | | | Approved ROE | | | Requested Incremental Revenue | | | Approved Incremental Revenue | | | Filed | | | Status | | | Rates Effective | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| NIPSCO - Electric(1) | | | 10.80 | | % | 9.75 | | % | $ | 21.4 | | $ | (53.5) | | October 31, 2018 | | | Approved December 4, 2019 | | | January 2020 | | |

| Columbia of Pennsylvania(2) | | | 9.86 | | % | N/A | | | $ | 76.8 | | In process | | | April 24, 2020 | | | Order Expected Q1 2021 | | | January 2021 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Columbia of Maryland | | | 10.95 | | % | None specified(3) | | | $ | 5.0 | | $ | 2.0 | | May 15, 2020 | | | Approved November 7, 2020 | | | December 2020 | | |

(1)Rates were implemented in two steps, with implementation of step 1 rates effective on January 2, 2020 and step 2 rates effective on March 2, 2020.

(2)On December 4, 2020, a Recommended Decision was issued by the Administrative Law Judge (ALJ) for the PUC to "deny the Company's request in its entirety because it has not met its burden of providing, by substantial evidence, that the proposed base rate revenue increase will result in just and reasonable rates, as required by 66 Pa.C.S.A. § 1301 during the current Coronavirus-2019 pandemic." Columbia of Pennsylvania filed Exceptions to the ALJ’s Recommended Decision on December 22, 2020 in which the Company proposed an increase of $76.8 million to be implemented in two steps: (1) an increase of $38.4 million to be effective January 23, 2021 through June 30, 2021, and defer revenue related to the remaining increase to regulatory assets during this phase, and (2) the remaining increase of $38.4 million to be implemented on July 1, 2021.

Columbia of Pennsylvania proposed to recover the revenue deferred to a Regulatory Asset during the initial phase over a one-year period beginning January 1, 2022 and ending December 31, 2022.

A Final Order from the PUC is expected during the first quarter of 2021 for rates effective retroactively on January 23, 2021.

(3)Columbia of Maryland's rate case resulted in a black box settlement, representing a settlement to a specific revenue increase but not a specified ROE.

The settlement provides use of a 9.60% ROE for future Make Whole and Infrastructure Tracker filings.

BUSINESS

Competition and Changes in the Regulatory Environment

For a description of our legal proceedings, see Note [removed: 20-C] [added: 19-C,] "Legal [removed: Proceedings"] [added: Proceedings,"] in the Notes to Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

| [added: 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, 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 | | | [added: NI PR B] | | | [added: NYSE] | | |

The aggregate market value of the registrant's common stock, par value $0.01 per share (the "Common Stock") held by non-affiliates was approximately [removed: $8,671,854,266] [added: $9,579,675,045] based upon the June 30, [removed: 2020,] [added: 2021,] closing price of [removed: $22.74] [added: $24.50] on the New York Stock Exchange.

There were [removed: 391,859,711] [added: 405,385,010] shares of Common Stock outstanding as of February [removed: 9, 2021.][added: 15, 2022.]

Part III of this report incorporates by reference specific portions of the Registrant’s Notice of Annual Meeting and Proxy Statement relating to the Annual Meeting of Stockholders to be held on May [removed: 25, 2021.][added: 24, 2022.]

| [Defined [removed: Terms](#i7748a2e18a964fbf84cb747bbe17bb9c_10)] [added: Terms](#i4fc5918d394d455c956e1b42164b17f0_10)] | | | | | | [removed: [3](#i7748a2e18a964fbf84cb747bbe17bb9c_10)] [added: [3](#i4fc5918d394d455c956e1b42164b17f0_10)] | | |

| Item 1. | | | [removed: [Business](#i7748a2e18a964fbf84cb747bbe17bb9c_16)] [added: [Business](#i4fc5918d394d455c956e1b42164b17f0_16)] | | | [removed: [6](#i7748a2e18a964fbf84cb747bbe17bb9c_16)] [added: [6](#i4fc5918d394d455c956e1b42164b17f0_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i7748a2e18a964fbf84cb747bbe17bb9c_19)] [added: Factors](#i4fc5918d394d455c956e1b42164b17f0_19)] | | | [removed: [11](#i7748a2e18a964fbf84cb747bbe17bb9c_19)] [added: [14](#i4fc5918d394d455c956e1b42164b17f0_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7748a2e18a964fbf84cb747bbe17bb9c_22)] [added: Comments](#i4fc5918d394d455c956e1b42164b17f0_22)] | | | [removed: [24](#i7748a2e18a964fbf84cb747bbe17bb9c_22)] [added: [32](#i4fc5918d394d455c956e1b42164b17f0_22)] | | |

| Item 2. | | | [removed: [Properties](#i7748a2e18a964fbf84cb747bbe17bb9c_25)] [added: [Properties](#i4fc5918d394d455c956e1b42164b17f0_25)] | | | [removed: [24](#i7748a2e18a964fbf84cb747bbe17bb9c_25)] [added: [32](#i4fc5918d394d455c956e1b42164b17f0_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i7748a2e18a964fbf84cb747bbe17bb9c_28)] [added: Proceedings](#i4fc5918d394d455c956e1b42164b17f0_28)] | | | [removed: [24](#i7748a2e18a964fbf84cb747bbe17bb9c_28)] [added: [32](#i4fc5918d394d455c956e1b42164b17f0_28)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i7748a2e18a964fbf84cb747bbe17bb9c_28)] [added: Disclosures](#i4fc5918d394d455c956e1b42164b17f0_28)] | | | [removed: [24](#i7748a2e18a964fbf84cb747bbe17bb9c_28)] [added: [32](#i4fc5918d394d455c956e1b42164b17f0_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7748a2e18a964fbf84cb747bbe17bb9c_34)] [added: Securities](#i4fc5918d394d455c956e1b42164b17f0_34)] | | | [removed: [26](#i7748a2e18a964fbf84cb747bbe17bb9c_34)] [added: [33](#i4fc5918d394d455c956e1b42164b17f0_34)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7748a2e18a964fbf84cb747bbe17bb9c_40)] [added: Operations](#i4fc5918d394d455c956e1b42164b17f0_43)] | | | [removed: [28](#i7748a2e18a964fbf84cb747bbe17bb9c_40)] [added: [35](#i4fc5918d394d455c956e1b42164b17f0_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7748a2e18a964fbf84cb747bbe17bb9c_79)] [added: Risk](#i4fc5918d394d455c956e1b42164b17f0_82)] | | | [removed: [49](#i7748a2e18a964fbf84cb747bbe17bb9c_79)] [added: [56](#i4fc5918d394d455c956e1b42164b17f0_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7748a2e18a964fbf84cb747bbe17bb9c_82)] [added: Data](#i4fc5918d394d455c956e1b42164b17f0_85)] | | | [removed: [50](#i7748a2e18a964fbf84cb747bbe17bb9c_82)] [added: [57](#i4fc5918d394d455c956e1b42164b17f0_85)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i7748a2e18a964fbf84cb747bbe17bb9c_280)] [added: Disclosure](#i4fc5918d394d455c956e1b42164b17f0_250)] | | | [removed: [118](#i7748a2e18a964fbf84cb747bbe17bb9c_280)] [added: [124](#i4fc5918d394d455c956e1b42164b17f0_250)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i7748a2e18a964fbf84cb747bbe17bb9c_283)] [added: Procedures](#i4fc5918d394d455c956e1b42164b17f0_253)] | | | [removed: [118](#i7748a2e18a964fbf84cb747bbe17bb9c_283)] [added: [124](#i4fc5918d394d455c956e1b42164b17f0_253)] | | |

| Item 9B. | | | [Other [removed: Information](#i7748a2e18a964fbf84cb747bbe17bb9c_286)] [added: Information](#i4fc5918d394d455c956e1b42164b17f0_259)] | | | [removed: [120](#i7748a2e18a964fbf84cb747bbe17bb9c_286)] [added: [126](#i4fc5918d394d455c956e1b42164b17f0_259)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7748a2e18a964fbf84cb747bbe17bb9c_289)] [added: Governance](#i4fc5918d394d455c956e1b42164b17f0_262)] | | | [removed: [121](#i7748a2e18a964fbf84cb747bbe17bb9c_289)] [added: [127](#i4fc5918d394d455c956e1b42164b17f0_262)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i7748a2e18a964fbf84cb747bbe17bb9c_292)] [added: Compensation](#i4fc5918d394d455c956e1b42164b17f0_265)] | | | [removed: [121](#i7748a2e18a964fbf84cb747bbe17bb9c_292)] [added: [127](#i4fc5918d394d455c956e1b42164b17f0_265)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7748a2e18a964fbf84cb747bbe17bb9c_295)] [added: Matters](#i4fc5918d394d455c956e1b42164b17f0_268)] | | | [removed: [121](#i7748a2e18a964fbf84cb747bbe17bb9c_295)] [added: [127](#i4fc5918d394d455c956e1b42164b17f0_268)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7748a2e18a964fbf84cb747bbe17bb9c_298)] [added: Independence](#i4fc5918d394d455c956e1b42164b17f0_271)] | | | [removed: [121](#i7748a2e18a964fbf84cb747bbe17bb9c_298)] [added: [127](#i4fc5918d394d455c956e1b42164b17f0_271)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i7748a2e18a964fbf84cb747bbe17bb9c_301)] [added: Services](#i4fc5918d394d455c956e1b42164b17f0_274)] | | | [removed: [121](#i7748a2e18a964fbf84cb747bbe17bb9c_301)] [added: [127](#i4fc5918d394d455c956e1b42164b17f0_274)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i7748a2e18a964fbf84cb747bbe17bb9c_304)] [added: Schedules](#i4fc5918d394d455c956e1b42164b17f0_277)] | | | [removed: [122](#i7748a2e18a964fbf84cb747bbe17bb9c_304)] [added: [128](#i4fc5918d394d455c956e1b42164b17f0_277)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i7748a2e18a964fbf84cb747bbe17bb9c_2865)] [added: Summary](#i4fc5918d394d455c956e1b42164b17f0_283)] | | | [removed: [128](#i7748a2e18a964fbf84cb747bbe17bb9c_2865)] [added: [134](#i4fc5918d394d455c956e1b42164b17f0_283)] | | |

| The following is a list of [added: frequently used] abbreviations or acronyms that are [removed: used] [added: found] in this report: | | | | | | | | |

| [removed: NiSource Subsidiaries, Affiliates and Former] [added: NiSource] Subsidiaries [added: and Affiliates] | | | | | | | | |

| AOCI | | | | | | Accumulated Other Comprehensive Income [added: (Loss)] | | |

| GHG | | | | | | Greenhouse [removed: gas] [added: gases] | | |

| LIBOR | | | | | | London [removed: inter-bank offered rate] [added: InterBank Offered Rate] | | |

| PHMSA | | | | | | [removed: U.S. Department of Transportation] Pipeline and Hazardous Materials Safety Administration | | |

| PUC | | | | | | Public [removed: Utility] [added: Utilities] Commission | | |

| Rosewater [added: Wind Generation LLC(2)] | | | | | | [removed: Rosewater] [added: White County, IN | | |] Wind [removed: Generation LLC] | | | [added: 102 | | |]

This Annual Report on Form 10-K contains [removed: “forward-looking statements,”] [added: "forward-looking statements,"] within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the [added: "Exchange Act").]

Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this Annual Report on Form 10-K include, among other things, our ability to execute our business plan or growth strategy, including utility infrastructure investments; potential incidents and other operating risks associated with our business; our ability to adapt to, and manage costs related to, advances in technology; impacts related to our aging infrastructure; our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significant losses; the success of our electric generation strategy; construction risks and natural gas costs and supply risks; fluctuations in demand from residential and commercial customers; fluctuations in the price of energy commodities and related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demands; the attraction and retention of a [removed: qualified] [added: qualified, diverse] workforce and ability to maintain good labor relations; our ability to manage new initiatives and organizational changes; the [added: actions of activist stockholders; the] performance of third-party suppliers and service providers; potential [removed: cyber-attacks;] [added: cybersecurity-attacks; increased requirements and costs related to cybersecurity;] any damage to our reputation; any remaining liabilities or impact related to the sale of [added: the] Massachusetts Business; the impacts of natural disasters, potential terrorist attacks or other catastrophic events; the [added: physical] impacts of climate change and [removed: extreme weather conditions;] [added: the transition to a lower carbon future;] our [added: ability to manage the financial and operational risks related to achieving our carbon emission reduction goals; our] debt obligations; any changes to our credit rating or the credit rating of certain of our subsidiaries; [added: any] adverse [added: effects related to our equity units; adverse] economic and capital market conditions or increases in interest rates; economic regulation and the impact of regulatory rate reviews; our ability to obtain expected financial or regulatory outcomes; continuing and potential future impacts from the COVID-19 pandemic; economic conditions in certain industries; the reliability of customers and suppliers to fulfill their payment and contractual obligations; the ability of our subsidiaries to generate cash; pension funding obligations; potential impairments of goodwill; changes in the method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate; the outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation; potential remaining liabilities related to the Greater Lawrence Incident; compliance with the agreements entered into with the U.S. Attorney’s Office to settle the U.S. Attorney’s Office’s investigation relating to the Greater Lawrence Incident; compliance with applicable laws, regulations and tariffs; compliance with environmental laws and the costs of associated liabilities; changes in taxation; and other matters set forth in Item 1, [removed: “Business,”] [added: "Business,"] Item 1A, [removed: “Risk Factors”] [added: "Risk Factors"] and Part [removed: II.][added: II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of this report, some of which risks are beyond our control.]

[removed: "Other Matters,"] [added: Refer to Note 4, "Variable Interest Entities,"] in the Notes to Consolidated Financial Statements for more information.

[removed: Please refer] [added: Refer] to [removed: specific and potential impacts of the pandemic in] Item [removed: 1A, "Risk Factors", Item] 7, [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of Operations” and [added: Note 23, "Segments of Business," in] the Notes to Consolidated Financial [removed: Statements.][added: Statements for additional information related to each segment.]

[removed: NiSource’s] [added: NiSource has two] reportable [removed: segments are:] [added: segments:] Gas Distribution Operations and Electric Operations.

Refer to Item 7, [removed: “Management’s] [added: "Management's] Discussion and Analysis of Financial Condition and Results of Operations” [removed: and Note 24, "Segments of Business," in the Notes to Consolidated Financial Statements] for [removed: additional information for each segment.][added: further discussion of these plans.]

| Series A Corporate Units | | | NIMC | | | NYSE | | |

| [Part I](#i4fc5918d394d455c956e1b42164b17f0_13) | | | | | | | | |

| [Part II](#i4fc5918d394d455c956e1b42164b17f0_34) | | | | | | | | |

| Item 6. | | | [Reserved](#i4fc5918d394d455c956e1b42164b17f0_37) | | | [34](#i4fc5918d394d455c956e1b42164b17f0_37) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i4fc5918d394d455c956e1b42164b17f0_6597069769594) | | | [126](#i4fc5918d394d455c956e1b42164b17f0_6597069769594) | | |

| [Part III](#i4fc5918d394d455c956e1b42164b17f0_262) | | | | | | | | |

| [Part IV](#i4fc5918d394d455c956e1b42164b17f0_277) | | | | | | | | |

| [Signatures](#i4fc5918d394d455c956e1b42164b17f0_286) | | | | | | [135](#i4fc5918d394d455c956e1b42164b17f0_286) | | |

| Rosewater | | | | | | Rosewater Wind Generation LLC and its wholly owned subsidiary, Rosewater Wind Farm LLC | | |

| Indiana Crossroads Wind | | | | | | Indiana Crossroads Wind Generation LLC and its wholly owned subsidiary, Indiana Crossroads Wind Farm LLC | | |

| Abbreviations and Other | | | | | | | | |

| Corporate Units | | | | | | Series A Corporate Units | | |

| COVID-19 ("the COVID-19 pandemic" or "the pandemic") | | | | | | Novel Coronavirus 2019 and its variants, including the Delta and Omicron variants, and any other variant that may emerge | | |

| Equity Units | | | | | | Series A Equity Units | | |

| Scope 1 GHG Emissions | | | | | | Direct emissions from sources owned or controlled by us (e.g., emissions from our combustion of fuel, vehicles, and process emissions and fugitive emissions) | | |

| TCJA | | | | | | An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as the Tax Cuts and Jobs Act of 2017) | | |

We earn revenues that are approved by the jurisdictions in which we operate for the delivery of natural gas to our customers.

We own and operate sources of generation as well as source power through PPAs.

We continue to transition our generation portfolio to primarily renewable sources.

During 2021, we operated Rosewater for the full year and Indiana Crossroads Wind went into service during December 2021.

We also purchased energy generated from renewable sources through PPAs.

As of December 31, 2021 we have multiple PPAs that provide 500 MW of capacity, with contracts expiring between 2024 and 2040.

See below for information on our owned operating facilities:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Facility Name | | | | | | Location | | | Fuel Type | | | Generating Capacity (MW)(1) | | |

| R.M. Schahfer | | | | | | Wheatfield, IN | | | Steam - Coal | | | 722 | | |

| Michigan City | | | | | | Michigan City, IN | | | Steam - Coal | | | 455 | | |

| Sugar Creek | | | | | | West Terre Haute, IN | | | CCGT | | | 563 | | |

| R.M. Schahfer | | | | | | Wheatfield, IN | | | Natural Gas | | | 155 | | |

| Oakdale | | | | | | Carroll County, IN | | | Hydro | | | 9 | | |

| Norway | | | | | | White County, IN | | | Hydro | | | 7 | | |

| Indiana Crossroads Wind Generation LLC(2) | | | | | | White County, IN | | | Wind | | | 302 | | |

| Total MW Capacity | | | | | | | | | | | | 2,315 | | |

(1)Represents current net generating capability of each fossil fuel and hydro generating unit.

Nameplate capacity is listed for wind generating units.

(2)NIPSCO is the managing partner of these joint ventures.

NIPSCO’s transmission system, with voltages from 69,000 to 765,000 volts, consists of 3,024 circuit miles.

NIPSCO is interconnected with eight neighboring electric utilities.

ITEM 1.

| | | | | | | | | |

| Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B | | | NI PR B | | | NYSE | | |

| | | | | | | | | |

| [Part I](#i7748a2e18a964fbf84cb747bbe17bb9c_13) | | | | | | | | |

| | | | | | | | | |

| [Part II](#i7748a2e18a964fbf84cb747bbe17bb9c_34) | | | | | | | | |

| Item 6. | | | [Selected Financial Data](#i7748a2e18a964fbf84cb747bbe17bb9c_2902) | | | [27](#i7748a2e18a964fbf84cb747bbe17bb9c_2902) | | |

| [Part III](#i7748a2e18a964fbf84cb747bbe17bb9c_289) | | | | | | | | |

| [Part IV](#i7748a2e18a964fbf84cb747bbe17bb9c_304) | | | | | | | | |

| [Signatures](#i7748a2e18a964fbf84cb747bbe17bb9c_310) | | | | | | [129](#i7748a2e18a964fbf84cb747bbe17bb9c_310) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Company | | | | | | NiSource Inc. and its subsidiaries, unless otherwise indicated by the context | | |

| NiSource Corporate Services | | | | | | NiSource Corporate Services Company | | |

| | | | | | | | | |

| Abbreviations | | | | | | | | |

| AMR | | | | | | Automatic meter reading | | |

| Board | | | | | | Board of Directors | | |

| COVID-19 ("the COVID-19 pandemic" or "the pandemic") | | | | | | Novel Coronavirus 2019 | | |

| DPA | | | | | | Deferred prosecution agreement | | |

| DSIC | | | | | | Distribution System Investment Charge | | |

| FASB | | | | | | Financial Accounting Standards Board | | |

| FERC | | | | | | Federal Energy Regulatory Commission | | |

| MA DOR | | | | | | Massachusetts Department of Revenue | | |

| NYSE | | | | | | The New York Stock Exchange | | |

| PUCO | | | | | | Public Utilities Commission of Ohio | | |

| Sugar Creek | | | | | | Sugar Creek electric generating plant | | |

| TCJA | | | | | | Tax Cuts and Jobs Act of 2017 | | |

| TSA | | | | | | Transition Service Agreement | | |

| VSCC | | | | | | Virginia State Corporation Commission | | |

"Exchange Act").

Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this report, some of which risks are beyond our control.

On February 26, 2020, NiSource and Columbia of Massachusetts entered into an Asset Purchase Agreement with Eversource (the "Asset Purchase Agreement").

Upon the terms and subject to the conditions set forth in the Asset Purchase Agreement, NiSource and Columbia of Massachusetts agreed to sell to Eversource, with certain additions and exceptions: (1) substantially all of the assets of Columbia of Massachusetts and (2) all of the assets held by any of Columbia of Massachusetts’ affiliates that primarily relate to the Massachusetts Business, and (3) Eversource agreed to assume certain liabilities of Columbia of Massachusetts and its affiliates.

The closing of the transaction occurred on October 9, 2020.

Refer to Note 1-A, "Company Structure and Principles of Consolidation," Note 7, "Goodwill and Other Intangible Assets," Note 20-C.

"Legal Proceedings," and Note 20-E.

The COVID-19 pandemic has had widespread effects, including impacts on the communities in which we serve as well as our business operations.

NiSource has been pro-active in adjusting its operating procedures in response to the pandemic, including customer facing and field activities as well as our back-office support.

Discussed below are the principal properties held by us and our subsidiaries as of December 31, [removed: 2020.][added: 2021.]

Refer to Item 1, "Business - Gas Distribution [removed: Operations"] [added: Operations,"] of this report for further information on Gas Distribution Operations properties.

Refer to Item 1, "Business - Electric [removed: Operations"] [added: Operations,"] of this report for further information on Electric Operations properties.

SUPPLEMENTAL ITEM.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

NISOURCE INC.

The following is a list of our executive officers, including their names, ages, offices held and other recent business experience.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Office(s) Held in Past 5 Years | | |

| Joseph Hamrock | | | | | | 57 | | | | | | President and Chief Executive Officer of NiSource since July 2015. | | |

| | | | | | | | | | | | | | | |

| Donald E. Brown | | | | | | 49 | | | | | | Executive Vice President, Chief Financial Officer and President, NiSource Corporate Services. | | |

| | | | | | | | | | | | | Executive Vice President of NiSource since May 2015. | | |

| | | | | | | | | | | | | Chief Financial Officer of NiSource since July 2015. | | |

| | | | | | | | | | | | | President, NiSource Corporate Services since June 2020. | | |

| | | | | | | | | | | | | Treasurer of NiSource from July 2015 to June 2016. | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| Anne-Marie W. D'Angelo | | | | | | 44 | | | | | | Executive Vice President, General Counsel and Corporate Secretary. | | |

| | | | | | | | | | | | | Executive Vice President of NiSource since January 2021. | | |

| | | | | | | | | | | | | Corporate Secretary and General Counsel of NiSource since September 2019. | | |

| | | | | | | | | | | | | Senior Vice President of NiSource from September 2019 to January 2021. | | |

| | | | | | | | | | | | | General Counsel of Global Brass & Copper Inc. from May 2017 to August 2019. | | |

| | | | | | | | | | | | | Assistant General Counsel of McDonald’s USA from January 2015 to May 2017. | | |

| Shawn Anderson | | | | | | 39 | | | | | | Senior Vice President and Chief Strategy and Risk Officer of NiSource since June 2020. | | |

| | | | | | | | | | | | | Vice President, Strategy of NiSource from January 2019 to May 2020. | | |

| | | | | | | | | | | | | Vice President of NiSource from May 2018 to December 2018. | | |

| | | | | | | | | | | | | Treasurer and Chief Risk Officer of NiSource from June 2016 to May 2020. | | |

| | | | | | | | | | | | | Vice President, Regulatory Affairs and Financial of Columbia of Ohio from July 2015 to June 2016. | | |

| Charles E. Shafer, II | | | | | | 51 | | | | | | 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 | | | | | | 59 | | | | | | Executive Vice President and Chief Experience Officer. | | |

| | | | | | | | | | | | | Executive Vice President of NiSource since July 2015. | | |

| | | | | | | | | | | | | Chief Experience Officer of NiSource since June 2020. | | |

| | | | | | | | | | | | | President, NIPSCO of NiSource from July 2015 to May 2020. | | |

| | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

At its January [removed: 27, 2021] [added: 26, 2022] meeting, the Board declared a quarterly common dividend of [removed: $0.22] [added: $0.235] per share, payable on February [removed: 19, 2021] [added: 18, 2022] to holders of record on February [removed: 9, 2021.][added: 8, 2022.]

As of February [removed: 9, 2021,] [added: 15, 2022,] NiSource had [removed: 18,211] [added: 17,282] common stockholders of record and [removed: 391,859,711] [added: 405,385,010] shares outstanding.

[removed: ][added: ]

Purchases of Equity Securities by Issuer and Affiliated Purchasers. For the three months ended December 31, [removed: 2020,] [added: 2021,] no equity securities that are registered by NiSource Inc. pursuant to Section 12 of the Securities Exchange Act of 1934 were purchased by or on behalf of us or any of our affiliated purchasers.

Not applicable.

None.

On November 19, 2020, the SEC issued amendments to streamline and enhance certain financial disclosure requirements in Regulation S-K.

These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021.

Early adoption is permitted for companies after February 10, 2021, and companies are permitted to selectively early adopt the provisions of the final rules, provided an amended item is adopted in its entirety.

We early adopted the amendments to Item 301 in their entirety, which removed the requirement to furnish selected financial data for each of the last five fiscal years.

[removed: | [Report of Independent Registered Public Accounting Firm](#i7748a2e18a964fbf84cb747bbe17bb9c_85) | | | [51](#i7748a2e18a964fbf84cb747bbe17bb9c_85) | | |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

| [Statements of Consolidated Income [removed: (Loss)](#i7748a2e18a964fbf84cb747bbe17bb9c_88)] [added: (Loss)](#i4fc5918d394d455c956e1b42164b17f0_91)] | | | [removed: [53](#i7748a2e18a964fbf84cb747bbe17bb9c_88)] [added: [61](#i4fc5918d394d455c956e1b42164b17f0_91)] | | |

| [Statements of Consolidated Comprehensive Income [removed: (Loss)](#i7748a2e18a964fbf84cb747bbe17bb9c_91)] [added: (Loss)](#i4fc5918d394d455c956e1b42164b17f0_94)] | | | [removed: [54](#i7748a2e18a964fbf84cb747bbe17bb9c_91)] [added: [62](#i4fc5918d394d455c956e1b42164b17f0_94)] | | |

| [Consolidated Balance [removed: Sheets](#i7748a2e18a964fbf84cb747bbe17bb9c_97)] [added: Sheets](#i4fc5918d394d455c956e1b42164b17f0_97)] | | | [removed: [55](#i7748a2e18a964fbf84cb747bbe17bb9c_97)] [added: [63](#i4fc5918d394d455c956e1b42164b17f0_97)] | | |

| [Statements of Consolidated Cash [removed: Flows](#i7748a2e18a964fbf84cb747bbe17bb9c_103)] [added: Flows](#i4fc5918d394d455c956e1b42164b17f0_100)] | | | [removed: [57](#i7748a2e18a964fbf84cb747bbe17bb9c_103)] [added: [65](#i4fc5918d394d455c956e1b42164b17f0_100)] | | |

| [Statements of Consolidated Stockholders' [removed: Equity](#i7748a2e18a964fbf84cb747bbe17bb9c_106)] [added: Equity](#i4fc5918d394d455c956e1b42164b17f0_103)] | | | [removed: [58](#i7748a2e18a964fbf84cb747bbe17bb9c_106)] [added: [66](#i4fc5918d394d455c956e1b42164b17f0_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i7748a2e18a964fbf84cb747bbe17bb9c_112)] [added: Statements](#i4fc5918d394d455c956e1b42164b17f0_106)] | | | [removed: [60](#i7748a2e18a964fbf84cb747bbe17bb9c_112)] [added: [68](#i4fc5918d394d455c956e1b42164b17f0_109)] | | |

| 1[. Nature of Operations and Summary of Significant Accounting [removed: Policies](#i7748a2e18a964fbf84cb747bbe17bb9c_115)] [added: Policies](#i4fc5918d394d455c956e1b42164b17f0_109)] | | | [removed: [60](#i7748a2e18a964fbf84cb747bbe17bb9c_115)] [added: [68](#i4fc5918d394d455c956e1b42164b17f0_109)] | | |

| 2[. Recent Accounting [removed: Pronouncements](#i7748a2e18a964fbf84cb747bbe17bb9c_121)] [added: Pronouncements](#i4fc5918d394d455c956e1b42164b17f0_112)] | | | [removed: [63](#i7748a2e18a964fbf84cb747bbe17bb9c_121)] [added: [71](#i4fc5918d394d455c956e1b42164b17f0_112)] | | |

| 4[. Variable Interest [removed: Entities](#i7748a2e18a964fbf84cb747bbe17bb9c_2833)] [added: Entities](#i4fc5918d394d455c956e1b42164b17f0_121)] | | | [removed: [68](#i7748a2e18a964fbf84cb747bbe17bb9c_2833)] [added: [75](#i4fc5918d394d455c956e1b42164b17f0_121)] | | |

| [removed: 5[. Earnings Per Share](#i7748a2e18a964fbf84cb747bbe17bb9c_136)] [added: Earnings per common share:] | | | [removed: [69](#i7748a2e18a964fbf84cb747bbe17bb9c_136)] | | | [added: | | | | | | | | | | | |]

| 6[. Property, Plant and [removed: Equipment](#i7748a2e18a964fbf84cb747bbe17bb9c_139)] [added: Equipment](#i4fc5918d394d455c956e1b42164b17f0_127)] | | | [removed: [70](#i7748a2e18a964fbf84cb747bbe17bb9c_139)] [added: [79](#i4fc5918d394d455c956e1b42164b17f0_127)] | | |

| 7[. Goodwill [removed: and](#i7748a2e18a964fbf84cb747bbe17bb9c_142) [Other](#i7748a2e18a964fbf84cb747bbe17bb9c_142) [Intangible Assets](#i7748a2e18a964fbf84cb747bbe17bb9c_142)] [added: and Other Intangible Assets](#i4fc5918d394d455c956e1b42164b17f0_130)] | | | [removed: [71](#i7748a2e18a964fbf84cb747bbe17bb9c_142)] [added: [80](#i4fc5918d394d455c956e1b42164b17f0_130)] | | |

| 8[. Asset Retirement [removed: Obligations](#i7748a2e18a964fbf84cb747bbe17bb9c_148)] [added: Obligations](#i4fc5918d394d455c956e1b42164b17f0_133)] | | | [removed: [71](#i7748a2e18a964fbf84cb747bbe17bb9c_148)] [added: [80](#i4fc5918d394d455c956e1b42164b17f0_133)] | | |

| 10[. Risk Management [removed: Activities](#i7748a2e18a964fbf84cb747bbe17bb9c_157)] [added: Activities](#i4fc5918d394d455c956e1b42164b17f0_139)] | | | [removed: [76](#i7748a2e18a964fbf84cb747bbe17bb9c_157)] [added: [85](#i4fc5918d394d455c956e1b42164b17f0_139)] | | |

| 12[. Pension and Other Postretirement [removed: Benefits](#i7748a2e18a964fbf84cb747bbe17bb9c_172)] [added: Benefits](#i4fc5918d394d455c956e1b42164b17f0_145)] | | | [removed: [80](#i7748a2e18a964fbf84cb747bbe17bb9c_172)] [added: [89](#i4fc5918d394d455c956e1b42164b17f0_145)] | | |

| [removed: 16[. Short-Term Borrowings](#i7748a2e18a964fbf84cb747bbe17bb9c_199)] [added: Short-term borrowings] | | | [removed: [97](#i7748a2e18a964fbf84cb747bbe17bb9c_199)] [added: 560.0] | | | [added: | | | 503.0 | | |]

| [removed: 20[. Other] [added: Commitments and Contingencies (Refer to Note 19, "Other] Commitments and [removed: Contingencies](#i7748a2e18a964fbf84cb747bbe17bb9c_220)] [added: Contingencies")] | | | [removed: [105](#i7748a2e18a964fbf84cb747bbe17bb9c_220)] | | | [added: | | | | | |]

| [removed: 21[.] Accumulated [removed: Other Comprehensive Loss](#i7748a2e18a964fbf84cb747bbe17bb9c_226)] [added: other comprehensive loss] | | | [removed: [112](#i7748a2e18a964fbf84cb747bbe17bb9c_226)] [added: (126.8)] | | | [added: | | | (156.7) | | |]

| [removed: 26[.] [added: 24[.] Supplemental Cash Flow [removed: Information](#i7748a2e18a964fbf84cb747bbe17bb9c_244)] [added: Information](#i4fc5918d394d455c956e1b42164b17f0_214)] | | | [removed: [116](#i7748a2e18a964fbf84cb747bbe17bb9c_244)] [added: [122](#i4fc5918d394d455c956e1b42164b17f0_214)] | | |

We have audited the accompanying consolidated balance sheets of NiSource Inc. and subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related statements of consolidated income (loss), comprehensive income (loss), stockholders' equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021, in conformity with] accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 17, 2021,] [added: 23, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

Impact of Rate Regulation on the Financial Statements - Refer to [removed: Note] [added: Notes 1 and] 9 to the consolidated financial statements

The respective [removed: commissions'] [added: commission’s] regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested [removed: capital.]

Decisions to be made by the commission in the future will impact the accounting for regulated operations, including [added: decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.]

| Year Ended December 31*, (in millions, except per share amounts)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Customer revenues | | | $ | [removed: 4,473.2] [added: 4,731.3] | | | | | $ | [removed: 5,053.4] [added: 4,473.2] | | | | | $ | [removed: 4,991.1] [added: 5,053.4] | |

| Other revenues | | | [removed: 208.5] [added: 168.3] | | | | | | [removed: 155.5] [added: 208.5] | | | | | | [removed: 123.4] [added: 155.5] | | |

| Total Operating Revenues | | | [removed: 4,681.7] [added: 4,899.6] | | | | | | [removed: 5,208.9] [added: 4,681.7] | | | | | | [removed: 5,114.5] [added: 5,208.9] | | |

| Cost of energy | | | [removed: 1,109.3] [added: 1,392.3] | | | | | | [removed: 1,534.8] [added: 1,109.3] | | | | | | [removed: 1,761.3] [added: 1,534.8] | | |

| Operation and maintenance | | | [removed: 1,585.9] [added: 1,456.0] | | | | | | [removed: 1,354.7] [added: 1,585.9] | | | | | | [removed: 2,352.9] [added: 1,354.7] | | |

| Depreciation and amortization | | | [removed: 725.9] [added: 748.4] | | | | | | [removed: 717.4] [added: 725.9] | | | | | | [removed: 599.6] [added: 717.4] | | |

| Impairment of goodwill and intangible assets | | | — | | | | | | [removed: 414.5] [added: —] | | | | | | [removed: —] [added: 414.5] | | |

| Loss on sale of assets, net | | | [removed: 410.6] [added: 7.7] | | | | | | [removed: —] [added: 410.6] | | | | | | [removed: 1.2] [added: —] | | |

| Other taxes | | | [removed: 299.2] [added: 288.3] | | | | | | [removed: 296.8] [added: 299.2] | | | | | | [removed: 274.8] [added: 296.8] | | |

| Total Operating Expenses | | | [removed: 4,130.9] [added: 3,892.7] | | | | | | [removed: 4,318.2] [added: 4,130.9] | | | | | | [removed: 4,989.8] [added: 4,318.2] | | |

| Operating Income | | | [removed: 550.8] [added: 1,006.9] | | | | | | [removed: 890.7] [added: 550.8] | | | | | | [removed: 124.7] [added: 890.7] | | |

| [Report of Independent Registered Public Accounting Firm](#i4fc5918d394d455c956e1b42164b17f0_88) | | | [58](#i4fc5918d394d455c956e1b42164b17f0_88) | | |

| 3[. Revenue Recognition](#i4fc5918d394d455c956e1b42164b17f0_118) | | | [72](#i4fc5918d394d455c956e1b42164b17f0_118) | | |

| 9[. Regulatory Matters](#i4fc5918d394d455c956e1b42164b17f0_136) | | | [81](#i4fc5918d394d455c956e1b42164b17f0_136) | | |

| 11[. Income Taxes](#i4fc5918d394d455c956e1b42164b17f0_142) | | | [86](#i4fc5918d394d455c956e1b42164b17f0_142) | | |

| 13[. Equity](#i4fc5918d394d455c956e1b42164b17f0_154) | | | [99](#i4fc5918d394d455c956e1b42164b17f0_154) | | |

| 14[. Share-Based Compensation](#i4fc5918d394d455c956e1b42164b17f0_160) | | | [103](#i4fc5918d394d455c956e1b42164b17f0_160) | | |

| 15[. Long-Term Debt](#i4fc5918d394d455c956e1b42164b17f0_163) | | | [107](#i4fc5918d394d455c956e1b42164b17f0_163) | | |

| 16[. Short-Term Borrowings](#i4fc5918d394d455c956e1b42164b17f0_169) | | | [108](#i4fc5918d394d455c956e1b42164b17f0_169) | | |

| 17[. Leases](#i4fc5918d394d455c956e1b42164b17f0_175) | | | [109](#i4fc5918d394d455c956e1b42164b17f0_175) | | |

| 18[. Fair Value](#i4fc5918d394d455c956e1b42164b17f0_181) | | | [111](#i4fc5918d394d455c956e1b42164b17f0_181) | | |

| 19[. Other Commitments and Contingencies](#i4fc5918d394d455c956e1b42164b17f0_190) | | | [115](#i4fc5918d394d455c956e1b42164b17f0_190) | | |

| 21[. Other, Net](#i4fc5918d394d455c956e1b42164b17f0_202) | | | [119](#i4fc5918d394d455c956e1b42164b17f0_202) | | |

| 22[. Interest Expense, Net](#i4fc5918d394d455c956e1b42164b17f0_205) | | | [119](#i4fc5918d394d455c956e1b42164b17f0_205) | | |

| 23[. Segments of Business](#i4fc5918d394d455c956e1b42164b17f0_208) | | | [120](#i4fc5918d394d455c956e1b42164b17f0_208) | | |

| [Schedule II](#i4fc5918d394d455c956e1b42164b17f0_247) | | | [123](#i4fc5918d394d455c956e1b42164b17f0_247) | | |

capital.

- With the assistance of professionals in our firm with expertise in the application of ASC Topic 980, *Regulated Operations*, we evaluated management’s conclusions regarding the application of ASC Topic 980 to the timing differences between the amount of profit from the consolidated joint ventures and the amount included in regulated rates.

- We read the relevant regulatory orders issued by the Commission for the Company’s renewable energy investments.

We evaluated the appropriateness of recognizing a regulatory liability or asset representing timing differences between the profit allocated under the Hypothetical Liquidation at Book Value (HLBV) method related to the consolidated joint ventures and the allowed earnings included in regulatory rates.

We also evaluated the appropriateness of the offset to the regulatory liability or asset recorded in depreciation expense.

- We evaluated the Company’s disclosures related to the application of ASC Topic 980 to consolidated joint venture accounting.

Preferred Stock—2021 Equity Units - Refer to Notes 5, 13, 18 and 24 to the consolidated financial statements

*Critical Audit Matter Description*

On April 19, 2021, the Company completed the sale of 8.625 million equity units, initially consisting of corporate units, each with a stated amount of $100.

Each corporate unit consists of a forward contract to purchase shares of the Company's common stock in the future (“Forward Contract”) and a 1/10th, or 10%, undivided beneficial ownership interest in one share of Series C Mandatory Convertible Preferred Stock (“Preferred Stock”) (collectively the “Equity Units”).

The Forward Contract obligates holders to purchase shares of the Company's common stock on December 1, 2023, subject to early settlement in certain situations.

The purchase price to be paid under the Forward Contract is $100 per Equity Unit and the number of shares to be purchased will be determined near the settlement date, subject to a maximum settlement rate.

The Preferred Stock was pledged upon issuance as collateral to secure the purchase of the Company's common stock under the related Forward Contract.

The Company will pay quarterly contract adjustment payments at the rate of 7.75% per year on the stated amount of $100 per Equity Unit.

The Preferred Stock initially will not bear any dividends and is expected to be remarketed prior to December 1, 2023.

Following a successful remarketing, dividends may become payable on the Preferred Stock and/or the minimum conversion rate of the Preferred Stock may be increased.

Each share of Preferred Stock will automatically convert based on a conversion rate on the mandatory conversion date, which is expected to be on or about March 1, 2024, unless previously converted.

If no successful remarketing of the Preferred Stock has previously occurred, effective as of December 1, 2023, the conversion rate will be zero, no shares of the Company's common stock will be delivered upon automatic conversion, and each share of Preferred Stock will be automatically transferred to the Company on the mandatory conversion date without any payment of cash or shares of the Company's common stock thereon.

In the event of such a remarketing failure, any share of Preferred Stock held as part of Equity Units will be automatically delivered to the Company on December 1, 2023 in full satisfaction of the relevant holder’s obligation under the related Forward Contracts.

The Company has concluded that the Forward Contracts and the Preferred Stock host represent a single unit of account and has recorded the Equity Units in equity as Preferred Stock.

The present value of the quarterly contract adjustment payments was recorded as a liability, with the offset recorded in Preferred Stock.

We identified the accounting for the Equity Units as a critical audit matter due to the significant judgments made by management in the application of accounting guidance.

Auditing these judgments required specialized knowledge of accounting for financial instruments and extensive audit procedures to evaluate the accounting treatment associated with the Equity Units.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the accounting for the Equity Units included the following, among others:

NISOURCE INC.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 3[. Revenue Recognition](#i7748a2e18a964fbf84cb747bbe17bb9c_133) | | | [65](#i7748a2e18a964fbf84cb747bbe17bb9c_133) | | |

| 9[. Regulatory Matters](#i7748a2e18a964fbf84cb747bbe17bb9c_151) | | | [72](#i7748a2e18a964fbf84cb747bbe17bb9c_151) | | |

| 11[. Income Taxes](#i7748a2e18a964fbf84cb747bbe17bb9c_166) | | | [77](#i7748a2e18a964fbf84cb747bbe17bb9c_166) | | |

| 13[. Equity](#i7748a2e18a964fbf84cb747bbe17bb9c_181) | | | [90](#i7748a2e18a964fbf84cb747bbe17bb9c_181) | | |

| 14[. Share-Based Compensation](#i7748a2e18a964fbf84cb747bbe17bb9c_187) | | | [93](#i7748a2e18a964fbf84cb747bbe17bb9c_187) | | |

| 15[. Long-Term Debt](#i7748a2e18a964fbf84cb747bbe17bb9c_193) | | | [96](#i7748a2e18a964fbf84cb747bbe17bb9c_193) | | |

| 17[. Leases](#i7748a2e18a964fbf84cb747bbe17bb9c_205) | | | [98](#i7748a2e18a964fbf84cb747bbe17bb9c_205) | | |

| 18[. Fair Value](#i7748a2e18a964fbf84cb747bbe17bb9c_211) | | | [101](#i7748a2e18a964fbf84cb747bbe17bb9c_211) | | |

| 19[. Transfers of Financial Assets](#i7748a2e18a964fbf84cb747bbe17bb9c_217) | | | [104](#i7748a2e18a964fbf84cb747bbe17bb9c_217) | | |

| 22[. Other, Net](#i7748a2e18a964fbf84cb747bbe17bb9c_232) | | | [112](#i7748a2e18a964fbf84cb747bbe17bb9c_232) | | |

| 23[. Interest Expense, Net](#i7748a2e18a964fbf84cb747bbe17bb9c_235) | | | [113](#i7748a2e18a964fbf84cb747bbe17bb9c_235) | | |

| 24[. Segments of Business](#i7748a2e18a964fbf84cb747bbe17bb9c_238) | | | [113](#i7748a2e18a964fbf84cb747bbe17bb9c_238) | | |

| 25[. Quarterly Financial Data (Unaudited)](#i7748a2e18a964fbf84cb747bbe17bb9c_241) | | | [115](#i7748a2e18a964fbf84cb747bbe17bb9c_241) | | |

| | | | | | |

| [Schedule II](#i7748a2e18a964fbf84cb747bbe17bb9c_277) | | | [117](#i7748a2e18a964fbf84cb747bbe17bb9c_277) | | |

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)

decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.

- 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.

February 17, 2021

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Short-term borrowings | | | 503.0 | | | | | | 1,773.2 | | |

| Claims accrued | | | 28.6 | | | | | | 165.4 | | |

| Other accruals | | | 113.6 | | | | | | 151.6 | | |

| Risk management liabilities | | | 144.6 | | | | | | 134.0 | | |

| Accrued insurance liabilities | | | 84.8 | | | | | | 81.5 | | |

| Amortization of discount/premium on debt | | | 9.4 | | | | | | 8.2 | | | | | | 7.5 | | |

| Customer deposits and credits | | | 10.0 | | | | | | 16.9 | | | | | | (25.4) | | |

| Taxes accrued | | | 28.4 | | | | | | 7.3 | | | | | | 20.2 | | |

| Interest accrued | | | 5.3 | | | | | | 8.8 | | | | | | (21.7) | | |

| Other accruals | | | (218.8) | | | | | | 105.3 | | | | | | 43.5 | | |

| Issuance of preferred stock, net of issuance costs | | | — | | | | | | — | | | | | | 880.0 | | |

During [removed: 2020,] [added: 2021,] we conducted an evaluation of our internal control over financial reporting.

We have audited the internal control over financial reporting of NiSource Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated February [removed: 17, 2021,] [added: 23, 2022,] expressed an unqualified opinion on those financial statements.

February 23, 2022

February 17, 2021

NISOURCE INC.

PART III

Not applicable.

PART III

NISOURCE INC.

Except for the information required by this item with respect to our executive officers included at the end of Part I of this report on Form 10-K, the information required by this Item 10 is incorporated herein by reference to the discussion in "Proposal 1 Election of Directors," "Corporate Governance," and "Delinquent Section 16(a) [removed: Reports""] [added: Reports"] of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 25, 2021.][added: 24, 2022.]

The information required by this Item 11 is incorporated herein by reference to the discussion in "Corporate Governance - Compensation Committee Interlocks and Insider Participation," [removed: "Director] [added: "2021 Director] Compensation," [removed: "Executive] [added: "2021 Executive] Compensation," and [removed: "Executive Compensation] [added: "Compensation Discussion and Analysis (CD&A)] - Compensation Committee Report," of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 25, 2021.][added: 24, 2022.]

The information required by this Item 12 is incorporated herein by reference to the discussion in "Security Ownership of Certain Beneficial Owners and [removed: Management"] [added: Management,"] and "Equity Compensation Plan Information" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 25, 2021.][added: 24, 2022.]

The information required by this Item 13 is incorporated herein by reference to the discussion in "Corporate Governance - Policies and Procedures with Respect to Transactions with Related Persons" and "Corporate Governance - Director Independence" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 25, 2021.][added: 24, 2022.]

The information required by this Item 14 is incorporated herein by reference to the discussion in "Independent Registered Public Accounting Firm Fees" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 25, 2021.][added: 24, 2022.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i7748a2e18a964fbf84cb747bbe17bb9c_85)] [added: Firm](#i4fc5918d394d455c956e1b42164b17f0_88) (PCAOB ID: 34)] | | | [removed: [51](#i7748a2e18a964fbf84cb747bbe17bb9c_85)] [added: [58](#i4fc5918d394d455c956e1b42164b17f0_88)] | | |

| [Statements of Consolidated Income [removed: (Loss)](#i7748a2e18a964fbf84cb747bbe17bb9c_88)] [added: (Loss)](#i4fc5918d394d455c956e1b42164b17f0_91)] | | | [removed: [53](#i7748a2e18a964fbf84cb747bbe17bb9c_88)] [added: [61](#i4fc5918d394d455c956e1b42164b17f0_91)] | | |

| [Statements of Consolidated Comprehensive Income [removed: (Loss)](#i7748a2e18a964fbf84cb747bbe17bb9c_91)] [added: (Loss)](#i4fc5918d394d455c956e1b42164b17f0_94)] | | | [removed: [54](#i7748a2e18a964fbf84cb747bbe17bb9c_91)] [added: [62](#i4fc5918d394d455c956e1b42164b17f0_94)] | | |

| [Consolidated Balance [removed: Sheets](#i7748a2e18a964fbf84cb747bbe17bb9c_97)] [added: Sheets](#i4fc5918d394d455c956e1b42164b17f0_97)] | | | [removed: [55](#i7748a2e18a964fbf84cb747bbe17bb9c_97)] [added: [63](#i4fc5918d394d455c956e1b42164b17f0_97)] | | |

| [Statements of Consolidated Cash [removed: Flows](#i7748a2e18a964fbf84cb747bbe17bb9c_103)] [added: Flows](#i4fc5918d394d455c956e1b42164b17f0_100)] | | | [removed: [57](#i7748a2e18a964fbf84cb747bbe17bb9c_103)] [added: [65](#i4fc5918d394d455c956e1b42164b17f0_100)] | | |

| [Statements of Consolidated Stockholders’ [removed: Equity](#i7748a2e18a964fbf84cb747bbe17bb9c_106)] [added: Equity](#i4fc5918d394d455c956e1b42164b17f0_103)] | | | [removed: [58](#i7748a2e18a964fbf84cb747bbe17bb9c_106)] [added: [66](#i4fc5918d394d455c956e1b42164b17f0_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i7748a2e18a964fbf84cb747bbe17bb9c_112)] [added: Statements](#i4fc5918d394d455c956e1b42164b17f0_106)] | | | [removed: [60](#i7748a2e18a964fbf84cb747bbe17bb9c_112)] [added: [68](#i4fc5918d394d455c956e1b42164b17f0_109)] | | |

| (1.1) | | | Form of Equity Distribution Agreement (incorporated by reference to [Exhibit 1.1 [removed: to] [added: of] the NiSource Inc. Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312518314738/d648454dex11.htm)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/0001111711/000119312521050033/d124263dex11.htm)] filed on [removed: November 1, 2018).] [added: February 22, 2021).] | | |

| (1.2) | | | Form of Master Forward Sale Confirmation (incorporated by reference to [Exhibit 1.2 [removed: to] [added: of] the NiSource Inc. Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312518314738/d648454dex12.htm)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/0001111711/000119312521050033/d124263dex12.htm)] filed on [removed: November 1, 2018).] [added: February 22, 2021).] | | |

| (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](http://www.sec.gov/Archives/edgar/data/1111711/000119312520050938/d896652dex21.htm) filed on February 27, [removed: 2020).*] [added: 2020). (incorporated by reference to Exhibit 2.2 to the NiSource Inc. Form 10-K filed on February 17, 2021).] | | |

| (3.5) | | | [removed: 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 [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312518338090/d663540dex31.htm)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312518342891/d664536dex31.htm)] filed on [removed: November 29,] [added: December 6,] 2018). | | |

| (3.6) | | | Certificate of Designations of [removed: 6.50%] Series [removed: B Fixed-Rate Reset Cumulative Redeemable Perpetual] [added: B-1] Preferred Stock (incorporated by reference to [Exhibit 3.1 [removed: of] [added: to] the NiSource Inc. Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312518342891/d664536dex31.htm)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312518359251/d628782dex31.htm)] filed on December [removed: 6,] [added: 27,] 2018). | | |

| (3.7) | | | Certificate of Designations [removed: of] [added: with respect to the] Series [removed: B-1] [added: C Mandatory Convertible] Preferred [removed: Stock] [added: Stock, dated April 19, 2021] (incorporated by reference to [Exhibit 3.1 [removed: to] [added: of] the NiSource Inc. Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312518359251/d628782dex31.htm)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/0001111711/000119312521121438/d176627dex31.htm)] filed on [removed: December 27, 2018).] [added: April 19, 2021).] | | |

| [removed: (10.33)] [added: (10.54)] | | | [removed: Fifth] [added: Sixth] Amended and Restated Revolving Credit Agreement, dated as of February [removed: 20, 2019,] [added: 18, 2022,] among NiSource Inc., as Borrower, the Lenders party thereto, Barclays Bank PLC, as Administrative Agent, [removed: Citibank,] [added: JPMorgan Chase Bank,] N.A. and MUFG Bank, Ltd., as Co-Syndication Agents, Credit Suisse AG, [removed: Cayman Islands] [added: New York] Branch, [removed: JPMorgan Chase Bank, N.A. and] Wells Fargo Bank, National Association, [added: and Bank of America, National Association,] as Co-Documentation Agents, [added: Barclays Bank PLC] and [added: MUFG Bank, Ltd., as Co-Sustainability Structuring Agents, and] Barclays Bank PLC, [removed: Citibank, N.A.,] [added: JPMorgan Chase Bank, N.A.] MUFG Bank, Ltd., Credit Suisse Loan Funding LLC, [removed: JPMorgan Chase Bank, N.A. and] Wells Fargo Securities, LLC, [added: and BofA Securities, Inc.,] as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to [Exhibit 10.1 of the NiSource Inc. Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312519045655/d708597dex101.htm)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312522046616/d211017dex101.htm)] filed on February [removed: 20, 2019).] [added: 18, 2022).] | | |

| [removed: (10.34)] [added: (10.33)] | | | 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](http://www.sec.gov/Archives/edgar/data/1111711/000114036119006160/bp18980x2_def14a.htm) to Stockholders for the Annual Meeting to be held on May 7, 2019, filed on April 1, 2019). | | |

| [removed: (10.35)] [added: (10.34)] | | | Form of Performance Share Award Agreement (incorporated by reference to [Exhibit 10.39 of the NiSource Form 10-K](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000013/ni-20191231xex1039.htm) filed on February 28, 2020).* | | |

| [removed: (10.36)] [added: (10.35)] | | | Form of Restricted Stock Unit Award Agreement (incorporated by reference to [Exhibit 10.40 of the NiSource Form 10-K](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000013/ni-20191231xex1040.htm) [removed: [](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000013/ni-20191231xex1040.htm)] filed on February 28, 2020). * | | |

| [removed: (10.37)] [added: (10.36)] | | | Form of Cash-Based Award Agreement (incorporated by reference to [Exhibit 10.41 of the NiSource Form 10-K](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000013/ni-20191231xex1041.htm) filed on February 28, 2020). * | | |

| [removed: (10.38)] [added: (10.37)] | | | Columbia Gas of Massachusetts Plea Agreement dated February 26, 2020 (incorporated by reference to [Exhibit 10.2 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312520051063/d872025dex102.htm) filed on February 27, 2020). | | |

| [removed: (10.39)] [added: (10.38)] | | | NiSource Deferred Prosecution Agreement dated February 26, 2020 (incorporated by reference to [Exhibit 10.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312520051063/d872025dex101.htm) filed on February 27, 2020). | | |

| [removed: (10.41)] [added: (10.39)] | | | 2020 Omnibus Incentive Plan (incorporated by reference to [Exhibit A to the NiSource Inc. Definitive Proxy Statement to Stockholders for the Annual Meeting held on May 19, 2020](http://www.sec.gov/Archives/edgar/data/1111711/000114036120008647/nc10009033x1_def14a.htm#tEXA), filed on April 13, 2020).* | | |

| [removed: (10.42)] [added: (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 General’s Office, the Massachusetts Department of Energy Resources the Low-Income Weatherization and Fuel Assistance Program Network (incorporated by reference to [Exhibit 10.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312520187246/d32429dex101.htm) filed on July 6, 2020). | | |

| [removed: (10.43)] [added: (10.41)] | | | Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2020 Omnibus Incentive Plan (incorporated by reference to [Exhibit 10.2 of the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000036/ni-ex1022020630.htm) filed on August 5, 2020).* | | |

| [removed: (10.44)] [added: (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 to [Exhibit 10.4 of the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000036/ni-ex1042020630.htm) filed on August 5, 2020). | | |

| [removed: (10.45)] [added: (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 to [Exhibit 10.3 to the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000047/ni-ex1032020930.htm) filed on November 2, 2020).* | | |

| [removed: (10.46)] [added: (10.44)] | | | NiSource Inc. Supplemental Executive Retirement Plan, as amended and restated effective November 1, 2020 (incorporated by reference to [Exhibit 10.4 to the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000047/ni-ex1042020930.htm) filed on November 2, 2020).* | | |

| [removed: (10.47)] [added: (10.45)] | | | Pension Restoration Plan for NiSource Inc. and Affiliates, as amended and restated effective November 1, 2020 (incorporated by reference to [Exhibit 10.5 to the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000047/ni-ex1052020930.htm) filed on November 2, 2020). | | |

| [removed: (10.48)] [added: (10.46)] | | | Savings Restoration Plan for NiSource Inc. and Affiliates, as amended and restated effective November 1, 2020 (incorporated by reference to [Exhibit 10.6 to the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000047/ni-ex1062020930.htm) filed on November 2, 2020).* | | |

| [removed: (10.49)] [added: (10.47)] | | | NiSource Inc. Executive Severance Policy, as amended and restated effective October 19, 2020 (incorporated by reference to [Exhibit 10.7 to the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000047/ni-ex1072020930.htm) filed on November 2, 2020).* | | |

| [removed: (10.50)] [added: (10.48)] | | | NiSource Next Voluntary Separation Program, effective as of August 5, 2020 (incorporated by reference to [Exhibit 10.8 to the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000047/ni-ex1082020930.htm) filed on November 2, 2020).* | | |

| [removed: (10.51)] [added: (10.49)] | | | Letter Agreement dated October 19, 2020 by and between NiSource Inc. and Carrie Hightman (incorporated by reference to [Exhibit 10.9 to the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171120000047/ni-ex10920200930.htm) filed on November 2, 2020).* | | |

| [removed: (10.52)] [added: (10.50)] | | | Amendment to Settlement Agreement 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 General’s Office, the Massachusetts Department of Energy Resources and the Low-Income Weatherization and Fuel Assistance Program Network, dated September 29, 2020 (incorporated by reference to [Exhibit 10.2 to the NiSource Inc. Form 10-Q](https://www.sec.gov/Archives/edgar/data/1111711/000111171120000047/ni-ex1022020930.htm) filed on November 2, 2020). | | |

| [removed: (10.53)] [added: (10.51)] | | | [removed: [Form] [added: Form] of Restricted Stock Unit Award [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1053.htm)*] [added: Agreement. (incorporated by reference to [Exhibit 10.53 to the NiSource Inc. Form 10-K](http://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1053.htm) filed on February 17, 2021).*] | | |

| [removed: (10.54)] [added: (10.52)] | | | [removed: [Form] [added: Form] of Performance [removed: Share](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1054.htm) [Unit](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1054.htm) [Award Agreement](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1054.htm)[.](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1054.htm)*] [added: Share Unit Award Agreement. (incorporated by reference to [Exhibit 10.54 to the NiSource Inc. Form 10-K](http://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1054.htm) filed on February 17, 2021).*] | | |

| [removed: (10.55)] [added: (10.53)] | | | [removed: [Form] [added: Form] of Special Performance [removed: Share](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1055.htm) [Unit Award](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1055.htm) [Agreement.](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1055.htm)*] [added: Share Unit Award Agreement. (incorporated by reference to [Exhibit 10.55 to the NiSource Inc. Form 10-K](http://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex1055.htm) filed on February 17, 2021).*] | | |

| (21) | | | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex21.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex21x20211231.htm)] | | |

| (23) | | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex23x20211231.htm)] | | |

| (31.1) | | | [Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex311x20211231.htm)] | | |

| (31.2) | | | [Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex312x20211231.htm)] | | |

| (32.1) | | | [Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1111711/000111171121000010/ni-20201231xex321.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex321x20211231.htm)] | | |

| [Schedule II](#i4fc5918d394d455c956e1b42164b17f0_247) | | | [123](#i4fc5918d394d455c956e1b42164b17f0_247) | | |

| (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 to [Exhibit 4.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/0001111711/000119312521121438/d176627dex41.htm) filed on April 19, 2021). | | |

| (4.25) | | | Form of Series A Corporate Units Certificate (incorporated by reference to [Exhibit 4.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/0001111711/000119312521121438/d176627dex41.htm) filed on April 19, 2021). | | |

| (4.26) | | | Form of Series A Treasury Units Certificate (incorporated by reference to [Exhibit 4.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/0001111711/000119312521121438/d176627dex41.htm) filed on April 19, 2021). | | |

| (4.27) | | | Form of Series A Cash Settled Units Certificate (incorporated by reference to [Exhibit 4.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/0001111711/000119312521121438/d176627dex41.htm) filed on April 19, 2021). | | |

| (4.28) | | | Form of Series C Mandatory Convertible Preferred Stock Certificate (incorporated by reference to [Exhibit 3.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/0001111711/000119312521121438/d176627dex41.htm) filed on April 19, 2021). | | |

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| [Schedule II](#i7748a2e18a964fbf84cb747bbe17bb9c_277) | | | [117](#i7748a2e18a964fbf84cb747bbe17bb9c_277) | | |

| (10.40) | | | Term Loan Agreement, dated as of April 1, 2020, among NiSource Inc., as Borrower, the lenders party thereto, and KeyBank National Association, as Administrative Agent, and KeyBank National Association, PNC Bank, National Association and U.S. Bank National Association, as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to [Exhibit 10.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312520094673/d911544dex101.htm) filed on April 1, 2020). | | |

| | | | | | | /s/ | | | [removed: JOSEPH HAMROCK] [added: LLOYD M. YATES] | | | | | | President, Chief | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | | | | [removed: Joseph Hamrock] [added: Lloyd M. Yates] | | | | | | Executive Officer and Director (Principal Executive Officer) | | | | | |

| | | | | | | /s/ | | | DONALD E. BROWN | | | | | | Executive Vice President and | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | GUNNAR J. GODE | | | | | | Vice President and | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | KEVIN T. KABAT | | | | | | Chairman of the Board | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | PETER A. ALTABEF | | | | | | Director | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | THEODORE H. BUNTING, JR. | | | | | | Director | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | ERIC L. BUTLER | | | | | | Director | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | ARISTIDES S. CANDRIS | | | | | | Director | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | WAYNE S. DEVEYDT | | | | | | Director | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | DEBORAH A. HENRETTA | | | | | | Director | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | DEBORAH A.P. HERSMAN | | | | | | Director | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| | | | | | | /s/ | | | MICHAEL E. JESANIS | | | | | | Director | | | Date: February [removed: 17, 2021] [added: 23, 2022] | | |

| [added: Date: February 23, 2022] | | | [added: By:] | | | /s/ [removed: | | |] LLOYD M. YATES | | | [removed: | | | Director | | | Date: February 17, 2021 | | |]

| | | | | | | [removed: | | |] Lloyd M. Yates | | | [removed: | | | | | | | | |]

| | | | | | | /s/ | | | SONDRA L. BARBOUR | | | | | | Director | | | Date: February 23, 2022 | | |

| | | | | | | | | | Sondra L. Barbour | | | | | | | | | | | |

| | | | | | | /s/ | | | CASSANDRA S. LEE | | | | | | Director | | | Date: February 23, 2022 | | |

| | | | | | | | | | Cassandra S. Lee | | | | | | | | | | | |

| Date: February 17, 2021 | | | By: | | | /s/ JOSEPH HAMROCK | | |

| | | | | | | Joseph Hamrock | | |

| | | | | | | /s/ | | | CAROLYN Y. WOO | | | | | | Director | | | Date: February 17, 2021 | | |

| | | | | | | | | | Carolyn Y. Woo | | | | | | | | | | | |