NINiSource

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.

The disclosure in our 2021 Climate Report (the “Climate Report”) and in our Form 10-K and other Commission filings has been based on the varying purposes of the documents and the evolving practices and stakeholder expectations relating to them.

In preparing the disclosures in our Form 10-K and other Commission filings with respect to climate-related matters, we have been guided by the requirements of Regulation S-K, the Commission’s general disclosure principle providing that, in addition to the disclosures expressly required to be included in Commission filings, registrants shall disclose

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such further material information, if any, as may be necessary to make the required disclosures not misleading, and the Commission’s 2010 interpretive release providing guidance regarding disclosures relating to climate change. Thus guided, we provided disclosure in our Commission filings regarding a particular event, transaction, trend, uncertainty, impact or other matter if it was required by the applicable provisions of Regulation S-K or if it was material to, or is reasonably likely to have a material impact on, our business, financial condition or results of operations, taking into account the size, scope and nature of our business.

On the other hand, the disclosures in the Climate Report cover issues that we believe are of interest to our various stakeholders. Identification of an item for inclusion in the Climate Report is not meant to correspond with the concept of materiality. Stated otherwise, in developing the contents of the Climate Report, we apply a broad lens and do not limit disclosure to the Commission’s materiality requirements.

The content of the Climate Report was informed by, among other things, our review of the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework and recommendations, as well as our review of the climate-related disclosures of various other public companies, including our peer companies. We expect stakeholders beyond the investment community — including our customers, communities, employees, and regulators — to find value in the more expansive disclosure presented in the Climate Report.

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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.”

Some of our baseload generation is dependent on natural gas and coal, and we pass through the costs for these to our customers. In addition, in our gas distribution business, we procure natural gas on behalf of certain customers, and we pass through the actual cost of the gas consumed. Lower investor interest in funding fossil fuel development could reduce the amount of exploration and production of natural gas or coal, or investment in gas transmission pipelines.

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Reduced production and transportation of natural gas could, in the long-term, lead to supply shortages leading to baseload generation outages. Given that we pass through commodity costs to customers, this could also create the potential for regulatory questions resulting from increased customer costs. We are unable to forecast the future of commodity markets, but we understand that reduced fossil fuel investment, due to evolving investor sentiment, could lead to higher commodity prices and shortages impacting our generation and our reputation with regulators. Given the expectation of continued pressure related to the use of fossil fuels, we intend to revise our risk factor to reflect the above considerations in our future Form 10-K filing. Below is the revised risk factor that will be included in the “Risk Factors” section of our next Form 10-K, subject to any changes in circumstance or events prior to filing:

The physical impacts of climate change and the transition to a lower carbon future are impacting our business and could materially adversely affect our results of operations.

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. In addition, climate change is likely to cause lake and river level changes that affect the manner in which services are currently provided and droughts or other stresses limits on water used to supply services, and other extreme weather conditions. 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 possible 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 arising 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 result in increased costs to secure cost efficient insurance as described above for our operations.

Our strategy may be impacted by policy and legal, technology, market, and reputational risks and opportunities that are associated with the transition to a lower carbon economy, as disclosed in other risk factors in this section. As a result of increased awareness regarding climate change, coupled with adverse economic conditions, availability of alternative energy sources, including private solar, microturbines micro turbines, 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 which may result 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.

Some of our baseload generation is dependent on natural gas and coal, and we pass through the costs for these energy sources to our customers. In addition, in our gas distribution business, we procure natural gas on behalf of certain customers, and we pass through the actual cost of the gas consumed. Lower investor interest in funding fossil fuel development could reduce the amount of exploration and production of natural gas or coal, or investment in gas transmission pipelines. Reduced production and transportation of natural gas could, in the long-term, lead to supply shortages leading to baseload generation outages. Given that we pass through commodity costs to customers, this could also create the potential for regulatory questions resulting from increased customer costs. We are unable to forecast the future of commodity markets, but reduced fossil fuel investment, due to evolving investor sentiment, could lead to higher commodity prices and shortages impacting our generation and our reputation with regulators.

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 views with respect to our environmental practices or our ability to meet the challenges posed by climate change formed by from regulators, customers, investors or legislators could harm our reputation and change adversely affect the perceived value of our products and services. 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 flows.

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Disclose any material litigation risks related to climate change and explain the potential impact to the company.

We consider the possibility of climate or environmental-related litigation and its potential impact in the preparation of the “Risk Factors” section of our Form 10-K. Our risk factors disclosure is reviewed regularly as a part of our disclosure controls and procedures, which are designed to include multi-tiered levels of involvement and review by multiple personnel within the disclosure process.

While we have identified and disclosed the potential risk of environmental-related litigation in the “Risk Factors” section of our Form 10-K, we have not identified a current and specific litigation

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risk related to climate change. To date, we are not aware of any specific and targeted global warming or climate change litigation asserted or reasonably expected to be asserted against us. We will continue to closely monitor material climate and environmental litigation risks, including those related to climate change, for consideration for inclusion within our risk factor disclosures in future filings on Form 10-K or Form 10-Q, as applicable. To the extent the Company becomes a party to any material pending legal proceeding related to climate change, such litigation will be disclosed within “Other Commitments and Contingencies,” in the Notes to our Consolidated Financial Statements and in the “Legal Proceedings” sections of our future filings on Form 10-K or Form 10-Q, as applicable.

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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

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periods as part of your response.

Our Form 10-K disclosures do not specifically refer to any capital expenditure programs as climate-related projects. With respect to gas pipeline modernization, the purpose of such investments is to enhance safety and customer reliability, and reduce methane emissions. As such, we do not disclose these expenditures specifically as climate-related. We do disclose that our regulatory capital program investments—which primarily consist of pipeline replacement and gas infrastructure modernization spending—reduce greenhouse gas emissions.

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Our generation transition initiative within our Electric Operations segment involves the retirement of coal-fired generation facilities to be replaced with renewable sources of generation, primarily wind and solar, with lower emissions. These investments include the necessary transmission upgrades to connect the generation facilities to the grid. Capital expenditures related to our transition towards renewable generation sources in our Electric Operations have only recently become material, and are disclosed as “Generation Transition Investments” on page 47 of our Form 10-K.

Capital expenditures for these gas infrastructure modernization and leak detection and electric generation transition projects are included below.

(in millions) 2021 2020 2019

Gas Distributions Operations $ 840.3 $ 729.9 $ 694.2

Electric Operations 62.5 0.7 7.4

Capital expenditures for these projects, which could be considered “climate-related,” are embedded in the “System Growth and Tracker” and “Generation Transition Investments” line items included in total capital expenditures of $1.9 billion, $1.7 billion and $1.9 billion for fiscal years 2021, 2020 and 2019, respectively (as disclosed on page 47 of our Form 10-K and page 41 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020). Certain of these modernization projects are recovered through trackers (as disclosed in the Regulatory Capital Programs table on page 48 of our Form 10-K).

We currently expect to make estimated investments of approximately $3.0 billion associated with gas modernization and leak detection and $2.0 billion associated with renewable generation transition investments between 2022 and 2024. Actual capital expenditures may vary from these estimates (as disclosed on page 47 of our Form 10-K).

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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.

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In addition, please revise to discuss the potential for indirect weather-related impacts that have affected or may affect your major suppliers.

During the periods covered by our Form 10-K, we did not incur any material weather-related damages to our property or operations. We regularly track damages to our property and operations related to weather events, which are generally recoverable through capital expenditures and base rates, and have not increased significantly in recent years.

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In 2021, 2020, and 2019, weather-related damages, comprised of capital expenditures and operations and maintenance expense, driven by named storms, were $15.7 million, $13.6 million, and $13.9 million, respectively, which represent less than 0.5% of our total operating revenue. Thus far in 2022, weather related damages have been consistent with historical experience and are similarly immaterial. To the extent we incur weather-related damages to our properties in the future that are material to our business, financial condition or results of operations, we will provide disclosure regarding such damages in accordance with applicable legal requirements.

As noted in the “Risk Factors” section of our Form 10-K, we have traditionally been sensitive to variations in weather. We have evaluated our major suppliers, and we are not aware of any material specific indirect weather-related impacts on major suppliers during the periods covered in our Form 10-K. If, in the future, we identify a material risk we will provide appropriate disclosure in the “Risk Factors” section of our Form 10-K, or Form 10-Q if applicable.

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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).

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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.

We have not experienced material weather-related impacts on the availability or the cost of the insurance coverage we have historically maintained. Insurance premiums paid for property damage coverage were less than $10 million per year in each of the years ended December 31, 2021, 2020 and 2019. Increases in premiums that we have paid over the past three years were not a result of weather-related impacts at NiSource, but resulted from industry factors and overall market-driven impacts, including general weather-related impacts to other companies in our industry.

We have observed insurance

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companies reevaluating their book of business and decreasing their support of companies who have coal assets or other fossil fuel emissions.

In this current year to date, we have lost $25 million in casualty coverage from a long-standing supportive insurer due to their change in appetite for entities that possess coal-fired power plants. In this current market, there was new carrier capacity available which allowed us to replace the lost capacity with little financial impact. While we are unable to forecast the future of insurance markets, we recognize the risk that capacity may not always be available for purchase at similar rates.

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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.

In fiscal year 2021 (and in prior fiscal years), we did not incur any material compliance costs related to climate change. At this time, the Company’s operations are not subject to requirements that limit greenhouse gas emissions, and the Company does not currently experience compliance costs related to climate change.

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In future periods, compliance costs related to climate change could be incurred and increase.

The disclosure in the “Climate Change Issues” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K and the disclosure in “Risk Factors” on page 30 of the Company’s Form 10-K discuss the possibility that proposed or future laws, regulations, and policies regarding climate change could have a material impact on our business, financial position, financial results, and cash flows. We continue to monitor the implementation of any final and proposed climate change-related legislation and regulations, including the Infrastructure Investment and Jobs Act, passed in November 2021, the Inflation Reduction Act of 2022 and the Environmental Protection Agency's proposed methane regulations for the oil and natural gas industry. We currently do not expect these existing and proposed requirements to result in compliance costs related to climate change that are material to our operations.

To the extent that in fiscal year 2022 (or a future fiscal year) we incur increased compliance costs related to climate change that are material, we will provide disclosure regarding such increased costs in future filings as appropriate.

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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.

In 2021, 2020 and 2019, we have not purchased or sold any carbon credits or offsets either voluntarily or on behalf of our customers. In 2022, we filed for programs in many of the states in which we operate to purchase carbon offsets on behalf of our customers and are awaiting regulatory approval before the programs will be implemented. The programs would be voluntary in nature whereby customers would determine whether they would like to offset 50% or 100% of their carbon emissions through the purchase of carbon offsets.

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We do not expect such programs to have a material impact to our operating income as the costs of the offsets would be fully borne by the customers purchasing them. We will continue to evaluate whether future disclosure is needed for this program or any other further purchase or sale of carbon credits or offsets based on the materiality to the financial statements.

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We note the revised disclosure provided as part of your response to prior comment 2. Please further revise your disclosure to clarify how your use of fossil fuels may affect opinions with respect to your environmental practices (e.g., by increasing your cost of capital or limiting your access to capital markets).

We have identified and disclosed in our Financial, Economic and Market Risks “Risk Factors” section on page 25 of our Form 10-K that “a change in investor sentiment toward us or the utilities industry generally could adversely affect our ability to raise additional capital or refinance debt. 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.

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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. Reduced access to capital markets, increased borrowing costs, and/or lower equity valuation levels could reduce future earnings per share and cash flows.” To date, we have not experienced any material impacts such as the ones described in the preceding sentences. However, to the extent we experience any such material impacts in the future, we will provide appropriate disclosure in our future filings.

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From your response to prior comment 4, it appears that expenditures for projects that are considered “climate-related” are embedded in other disclosures regarding your capital expenditures. Please clarify for us how you considered providing disclosure that identifies capital expenditures for climate-related projects.

Our primary purpose for replacing pipe and modernizing our gas infrastructure is to enhance the safety and reliability of our system. These gas modernization projects have and are expected to continue to have an ancillary benefit of reducing emissions. As emissions reductions are only a byproduct of the modernization expenditures, we are unable to reasonably determine the allocation of our capital expenditures that are climate-related. Further, management does not view the safety and emissions reductions components separately when making decisions such as capital budget allocations.

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In future filings, we intend to clarify that emissions reductions are an ancillary benefit of the modernization capital expenditures.

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Your response to prior comment 5 states that you are not aware of any material specific indirect weather-related impacts on your suppliers. Please tell us how you considered providing disclosure regarding possible indirect financial and operational impacts to you from disruptions to the operations of your suppliers from severe weather.

We have quarterly business review meetings with critical suppliers to monitor potential impacts, including those related to weather. Through this process, we discuss emerging issues in the supply chain, which may include weather-related events (hurricanes, floods, fires, etc). Through this process, we have not identified or experienced any material financial or operational impacts from disruptions to the operations of our suppliers, as a result of severe weather, nor have we identified any new material risks to disclose.

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To the extent we identify any material impacts in the future, we will provide appropriate disclosure in our future filings.

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We note your presentation of the non-GAAP measure net revenues. Please present a reconciliation for this non-GAAP measure in accordance with Item 10(e)(1)(i)(B) of Regulation S-K. In doing so, reconcile this measures to the most directly comparable GAAP measure of gross margin.

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If you do not believe gross margin that includes depreciation and amortization is the most directly comparable GAAP measure, please tell us why in your response.

The Company respectfully acknowledges the Staff’s comment. The Company has been reconciling its presentation of the non-GAAP measure of net revenues to the GAAP measure of operating income because it believed the approach to be

U.S. Securities and Exchange Commission appropriate given that the Company had not previously calculated or presented the GAAP measure of gross margin.

In consideration of the Staff’s comment and how disclosures have evolved over time in this area, the Company intends to no longer present net revenues when discussing its financial results in future filings.

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As such, the Company will remove references to net revenues when discussing its financial results in all future Form 10-K and 10-Q filings and in all future earnings releases furnished as exhibits to Form 8-K filings, beginning with its earnings release and Quarterly Report on Form 10-Q for the three months ended March 31, 2020.

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Please tell us your consideration of the guidance in Rule 3-10(c) of Regulation S-X related to your guarantee of the debt of Columbia Gas of Massachusetts.

We have reviewed the staff comment on our above-referenced filing contained in your letter dated April 14, 2015 to Stephen P. Smith and are submitting our response. For convenience of reference, the comment is set forth below in boldface type, followed by our response.

Note 18. Other Commitment and

Contingencies

Guarantees of Subsidiaries Debt,

Please tell us your consideration of the guidance in Rule 3-10(c) of Regulation S-X related to your guarantee of the debt of Columbia Gas of Massachusetts.

The debt in question consists of two series of medium-term notes, both of which were issued

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by Columbia Gas of Massachusetts (“CMA”) under its former name, Bay State Gas Company, before we bought Bay State in 1999. The notes were issued under Bay State’s 1991 shelf registration statement. To the best of our knowledge, for at least as long as CMA has been our subsidiary, one series of notes has been held of record by a single institutional investor, and the other has been held of record by three institutional investors.

In 2011, Moody’s

Investors Service advised us that they would downgrade the rating on CMA’s medium-term notes unless either NiSource guaranteed the notes or CMA became a voluntary filer. We opted for the NiSource guarantee and added it to the terms of the notes by means of a second supplemental indenture to CMA’s 1991 indenture. We determined that the transaction did not involve the offer or sale of a security for purposes of the Securities Act, since no consideration was given for the guarantee.

Rule 3-10(a) of

Regulation S-X sets forth a “general rule” that “Every issuer of a registered security that is guaranteed and every guarantor of a registered security must file the financial statements required for a registrant by Regulation S-X.”

At the time NiSource guaranteed the CMA notes in 2011, we determined that those notes did not then constitute “registered securities.” Consequently, the general rule in Rule 3-10(a) did not apply to CMA as issuer of the notes or to NiSource as guarantor of the notes, so there was no need to comply with the requirements of the exception in Rule 3-10(c).

The CMA notes constituted

“registered securities” at the time they were issued, because the issuance was pursuant to an effective registration statement and Exchange Act Section 15(d) imposed a duty on Bay State to file periodic reports under Section 13 (although that duty was automatically suspended because Bay State’s common stock was registered under Section 12). However, in connection with our purchase of the company, Bay State filed a Form 15 in 1999 certifying termination of registration under Section 12g-4(a)(1)(i) and suspension of duty to file reports under Rule 15d-6. Although the Form 15 listed only the common stock as the “title of each class of securities covered by this Form,” it certified that the “title of all other classes of securities for which a duty to file reports under section 13(a) and 15(d) remains” was “none.”

Bay State’s duty to file Exchange Act reports by reason of the registration of the notes was automatically suspended, pursuant to Section 15(d),

“…as to any fiscal year, other than the fiscal year within which such registration statement became effective, if, at the beginning of such fiscal year, the securities of each class, other than any class of asset-backed securities, to which the registration statement relates are held of record by less than 300 persons….” The CMA notes have been held of record by substantially fewer than 300 persons since at least 1999. The Division of Corporation Finance has stated “Under Rule 15d-6, if an issuer has fewer than 300 security holders of record at the beginning of the fiscal year, a Form 15 should be filed to notify the Commission of such suspension, but the suspension is granted by statute and is not contingent on filing the Form 15.”

(See Compliance and Disclosure Interpretations, Exchange Act Rules, Question 171.01.) So even if Bay State’s Form 15 failed to mention the notes by name, the duty to report had been suspended. Once Bay State/CMA no longer had a Section 15(d) duty to file reports with respect to the notes, the notes ceased to be “registered securities.” Accordingly, when NiSource guaranteed the notes in 2011, the guarantee was not “of a registered security” and Rule 3-10(a) did not apply to NiSource as guarantor of the notes or to CMA as issuer of the notes.

We hereby acknowledge that:

· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

· staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

· the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We reviewed your response to our prior comment. It does not appear the Form 15 filed in 1999 deregistered the debt registered under the Securities Act of 1933. Refer to our Compliance and Disclosure Interpretations regarding Exchange Act Sections, specifically Question 153.01 available on our website at www.sec.gov/divisions/corpfin/guidance/exchangeactsectionsinterps.htm.

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Additionally, the condensed consolidating financial information noted in Rule 310(c) is still required in your financial statements for as long as the registered security is outstanding. This is true even if a subsidiary issuer or guarantor properly suspends its reporting obligation with respect to the security and/or the guarantees under Section 15(d) of the Exchange Act. Please advise or revise. Refer to Section III.C.1 of Release No. 33-7878 available on our website at http://www.sec.gov/rules/final/33-7878.htm.

We have reviewed the staff comment on our above-referenced filing contained in your letter dated April 29, 2015 to Stephen P. Smith and are submitting our response. For convenience of reference, the comment is set forth below in italicized boldface type, followed by our response.

Note 18 Other Commitment and Contingencies

Guarantees of Subsidiaries Debt, page 110

We reviewed your response to our prior comment. It does not appear the Form 15 filed in 1999 deregistered the debt registered under the

Securities Act of 1933.

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Refer to our Compliance and Disclosure Interpretations regarding Exchange Act Sections, specifically Question 153.01 available on our website at www.sec.gov/divisions/corpfin/guidance/exchangeactsections-interps.htm.

Additionally, the condensed consolidating financial information noted in Rule 3-10(c) is still required in your financial statements for as long as the registered security is outstanding. This is true even if a subsidiary issuer or guarantor properly suspends its reporting obligation with respect to the security and/or the guarantees under Section 15(d) of the Exchange Act. Please advise or revise. Refer to Section III.C.1 of Release No. 33-7878 available on our website at http://www.sec.gov/rules/final/33-7878.htm.

The guarantee relates to two series of medium-term notes (the “CMA notes”) issued by

Bay State Gas Company (“Bay State”). (Bay State does business as Columbia Gas of Massachusetts.) Bay State was acquired by NIPSCO Industries, a predecessor of NiSource Inc., in 1999. The guarantee was not included as part of the original debt issuance by Bay State, but was added without consideration in 2011 by NiSource, as described below.

The CMA notes were issued pursuant to a 1991 shelf registration statement. These notes are held by four institutional investors. Due to the difficulty in obtaining registration statements and related prospectus supplements that pre-date EDGAR, we cannot easily determine whether there were any securities remaining on Bay State’s shelf registration statement at the time it filed its last Form 10-K on January 13, 1999 for the fiscal year ended September 30, 1998 (the “1998 Form

10-K”). On February 16, 1999, Bay State filed a Form 15 to deregister its common stock pursuant to Exchange Act Rule 12g-4(a)(1)(i).

If the shelf registration statement had been “exhausted” prior to January 13, 1999 – that is, all securities registered on the Form S-3 had been sold – then the filing of the 1998 Form 10-K could not have served as a post-effective amendment to that Form S -3, thereby triggering a new Section 15(d) reporting obligation for fiscal year 1999. Also, it would not have been necessary to file a post-effective amendment to deregister any remaining unsold securities because there would not be any such securities.

Assuming Bay State had a Section 15(d) reporting obligation with respect to the CMA notes at the time it filed its 1998 Form 10-K, then Bay State should have filed a Form 10-K for the year ended September 30, 1999 (the “1999 Form 10-K”), and it should have deregistered any remaining securities on the shelf registration statement prior to the filing of the 1999 Form 10-K so as not to create a new Section 15(d) filing obligation for fiscal year 2000. Bay State did not file the 1999 Form 10-K because it was of the view that it no longer was subject to Exchange Act reporting obligations in light of the Form 15 filed on February 16, 1999.

Bay State’s failure to file the 1999 Form 10-K (assuming it was required to do so) does not mean that it has a Section 15(d) reporting obligation in 2015. Bay State did not and has not filed any periodic reports after being acquired by NIPSCO/NiSource in

1999. Assuming that Bay State’s 1998 Form 10-K served as a post-effective amendment to Bay State’s Form S-3, then Bay State’s Section 15(d) reporting obligation was suspended automatically by operation of law on

October 1, 1999, which is the first day of any fiscal year other than the year in which the registration statement became effective and there were fewer than 300 holders. There is no requirement that a registrant must be current in its Exchange Act reports in order for its Section 15(d) reporting obligation to be suspended automatically. Because no Form 10-K has been filed by Bay State since the 1998 Form 10-K, there is no shelf registration statement that has been updated/declared effective since that time.

Since acquiring Bay State in 1999, NiSource has never included separate financial statements for Bay State in NiSource’s periodic reports.

Section III.C.I of Release No. 33-7878 is not applicable here because Bay State is not relying on Rule 12h-5 under the

Exchange Act. The premise of Rule 12h-5 and of Rule 3-10 of Regulation S-X is that a subsidiary is otherwise subject to full Exchange Act reporting. Assuming this as its premise, these two rules operate together to relieve the subsidiary of the burden of full Exchange Act reporting. By October 1, 1999, Bay State’s Section 15(d) reporting obligation had been automatically suspended by operation of Section 15(d) of the Exchange Act. (Incidentally, Rule

12h-5 was adopted in August 2000, after Bay State’s Section 15(d) reporting obligation had been automatically suspended.)

In

2011, in response to credit rating agencies, NiSource issued a guarantee for the CMA notes. This is the first time that the CMA notes had a guarantee, which was added without consideration from the noteholders. This issuance was done pursuant to Section 4(a)(2) (there are only four institutional investors) or could be interpreted as a “no sale” issuance as no consideration was given for the guarantee. In any event, Rule 3-10 applies to “issuers of guaranteed securities registered or being registered.” Rule 3-10(a) provides that “every issuer of a registered security that is guaranteed and every guarantor of a registered security must file the financial statements required for a registrant by Regulation S-X.” There is no registered security here that would trigger Rule 3-10 reporting. Bay State’s Section 15(d) registration has been suspended since October 1, 1999 and the guarantee was not issued in a registered offering. Therefore, Rule 3-10 does not apply to the CMA notes or to NiSource’s guarantee of those notes.

We hereby acknowledge that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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