SEC Comment Letter for NISOURCE INC. (NI) (CIK 0001111711) (NI) — Jul 21, 2022
NISOURCE INC. (NI) (CIK 0001111711)
Date: July 21, 2022 · CIK: 0001111711 · Accession: 0000000000-22-007658
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File numbers found in text: 001-16189
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United States securities and exchange commission logo
July 21, 2022
Donald E. Brown
Chief Financial Officer
NiSource Inc.
801 East 86th Avenue
Merrillville, IN 46410
Re:NiSource Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 23, 2022
File No. 001-16189
Dear Mr. Brown:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1.We note that you provided more expansive disclosure in your Climate Report 2021 than
you provided in your SEC filings. Please advise us what consideration you gave to
providing the same type of climate-related disclosure in your SEC filings as you provided
in your Climate Report 2021.
Risk Factors, page 14
2.Disclosure in your Form 10-K appears to identify “evolving investor sentiment related to
the use of fossil fuels” as a transition risk related to climate change. Please revise to more
clearly describe the material effects of this transition risk beyond what is currently
characterized as the “significant impact on our electric generation and natural gas
businesses in the future.”
FirstName LastNameDonald E. Brown
Comapany NameNiSource Inc.
July 21, 2022 Page 2
FirstName LastNameDonald E. Brown
NiSource Inc.
July 21, 2022
Page 2
3.Disclose any material litigation risks related to climate change and explain the potential
impact to the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
35
4.Please tell us about your disclosure considerations related to material past and future
capital expenditures for climate-related projects. For example, disclosure in your Form
10-K refers to replacement projects that “reduce, or potentially reduce, greenhouse gas
emissions.” Include quantitative information for the periods for which financial
statements are presented in your Form 10-K and amounts budgeted for future periods as
part of your response.
5.On page 22 of your Form 10-K, you state that climate change is exacerbating the risks to
your physical infrastructure by increasing the frequency of extreme weather. Please
quantify for us weather-related damages to your property or operations during the periods
covered by your Form 10-K and in subsequent periods. In addition, please revise to
discuss the potential for indirect weather-related impacts that have affected or may affect
your major suppliers.
6.You disclose on page 17 that some insurers are moving away from underwriting certain
carbon-intensive energy-related businesses such as those exposed to certain perils such as
wildfires. Provide us with additional detail regarding weather-related impacts on the cost
or availability of insurance (e.g., whether the premiums you pay for insurance coverage
have significantly increased due to weather conditions). Please include quantitative
information with your response for the periods covered by your Form 10-K and explain
whether you expect to incur increased amounts in future periods.
7.We note your disclosure on page 30 stating that revised or additional laws and regulations
may result in increased compliance costs. Please tell us about and quantify compliance
costs related to climate change for each of the periods for which financial statements are
presented in your Form 10-K and whether increased amounts are expected to be incurred
in future periods.
8.If material, provide disclosure about your purchase or sale of carbon credits or offsets and
any material effects on your business, financial condition, and the results of operations.
To the extent applicable, provide quantitative information with your response for each of
the periods for which financial statements are presented in your Form 10-K and for any
future periods.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameDonald E. Brown
Comapany NameNiSource Inc.
July 21, 2022 Page 3
FirstName LastName
Donald E. Brown
NiSource Inc.
July 21, 2022
Page 3
Please contact Michael Purcell at 202-551-5351 or Ethan Horowitz at 202-551-3311 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Kim Loies