NISOURCE INC.

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and our chief financial officer are responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Controls

During the third quarter, we implemented the second and third phases of our three-phased Enterprise Asset Management ERP program. This implementation reflects our ongoing commitment to streamlining operations and enhancing logistics across the company. While there are inherent risks involved with the implementation of new systems and changes in internal controls associated with the transition to the new system, management believes it is adequately monitoring and managing the transition. Apart from this ERP implementation, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the most recently completed quarter covered by this report.

PART II