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.
 Donald E. Brown
FirstName  LastNameDonald E. Brown
NiSource Inc.
Comapany
July       NameNiSource Inc.
     21, 2022
July 21,
Page  2 2022 Page 2
FirstName LastName
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.
 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,
FirstName LastNameDonald E. Brown
                                                         Division of
Corporation Finance
Comapany NameNiSource Inc.
                                                         Office of Energy &
Transportation
July 21, 2022 Page 3
cc:       Kim Loies
FirstName LastName