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NiSource Inc.




                               Doing What We Do Best
2002 Message to Stockholders




                                                       2002 Message to Stockholders
Strategic Location
       • 30 percent of U.S. population, 40 percent of energy consumption

Third-Largest Gas Distribution Company in U.S.
   Gas Distribution Service Territory
       • 3.2 million customers – nine states




Fourth-Largest Gas Pipeline Company in U.S.
  Pipelines
       • 16,062 miles interstate pipelines
One of the Largest Gas Storage Networks in U.S.
  Storage Facilities
       • 670 billion cubic feet (Bcf) – market area
Gas Producer in the Appalachian Basin
                                                                           Table of Contents
  Exploration and Production
       • 1.2 trillion cubic feet (Tcf) of proven gas reserves

Strategically Positioned Midwestern Electric Assets                        Letter to Stockholders    1
  Electric Distribution Territory                                          Officers                  2
  Electric Generation Facilities – six in Northern Indiana
                                                                           Board of Directors        5
       • 3,400 megawatts (MW) of electric utility generation capacity
                                                                           Strengths of NiSource     8
       • Interconnected with five neighboring electric utilities
                                                                           Stockholder Information   12
  Cogeneration Facilities – six in Northern Indiana
: NI
NYSE

Dear Fellow Stockholder:

  A year ago, I informed you that 2002 would be very challenging in
  our industry and specifically for your company. I pledged that
  NiSource had a strategy to meet these challenges and emerge a
  stronger company.


  I am proud to report we delivered on that strategy and on our         Gary L. Neale
                                                                        NiSource Chairman, President and
  commitments for 2002. NiSource achieved outstanding performance
                                                                        Chief Executive Officer
  by doing what we do best – focusing on our core, regulated, asset-
  based businesses, which generate over 98 percent of our operating
  income.


  As we addressed the continually evolving market dynamics, we
  made difficult corporate decisions and asked our employees to
  make some very real sacrifices. These tough, but necessary, actions
  helped us manage through a volatile energy marketplace and
  positioned us well to meet our objectives for 2003 and beyond.

                                                                                                  NYSE: NI   1
Our 2002 highlights included:
                                            • Focusing on strengthening our balance sheet.
                                            • Streamlining and integrating our operations.
                                            • Implementing a new operations management team.
                                            • Settling the 2-year-old Indiana electric rate review.
                                            • Shedding non-core assets.
                                            • Improving our corporate risk profile.

    Gary L. Neale
                                            Our efforts were rewarded by the overwhelming success of our fourth-
    Chairman, President and
    Chief Executive Officer                 quarter equity offering, which raised $735 million to pay down debt
                                            and garnered national attention as the most successful stock offering
    Stephen P. Adik
    Vice Chairman                           of 2002 in the energy industry. In fact, of approximately 20 energy
                                            companies that completed stock offerings during the year, in only two
    Samuel W. Miller Jr.
    Executive Vice President and            – NiSource (10.1 percent stock price increase) and Dominion (2.9
    Chief Operating Officer
                                            percent gain) – did the market react with an upswing in the company’s
    Michael W. O’Donnell
                                            stock price during the timeframe of the offering.
    Executive Vice President and
    Chief Financial Officer

                                            We have maintained investment-grade credit ratings by reducing
    S. LaNette Zimmerman
    Executive Vice President,               leverage and improving liquidity while maintaining frequent
    Human Resources and Communications
                                            communication with the credit rating agencies. During 2002, we
    Peter V. Fazio Jr.                      reduced debt by $1.4 billion, or about 7.6 percent of our capitalization,
    Executive Vice President
                                            ending the year with total debt of $7.2 billion, or 60.9 percent of total
    and General Counsel
                                            capitalization. Our short-term debt, which totaled $913 million at year-
    Mark D. Wyckoff
                                            end, has been completely paid off at the time of this writing, and our
    President, Energy Technologies
                                            current available liquidity is over $1 billion.
    Arthur E. Smith Jr.
    Senior Vice President and
    Environmental Counsel
                                            Meanwhile, as recent regulatory and legislative acts – such as
    Jeffrey W. Grossman                     Sarbanes-Oxley – supported heightened public scrutiny of corporate
    Vice President and Controller
                                            financial reporting in the wake of corporate scandals, we adhered to
    David A. Kelly                          our tradition of full disclosure. NiSource has long had internal
    Vice President, Real Estate
                                            processes for review of financial results and established a reputation
    Barbara S. McKay                        for integrity even before the new requirements were implemented. In
    Vice President, Communications
                                            fact, we scored eight out of a possible 10 points – compared to an
    Arthur A. Paquin                        industry average of seven out of 10 – on the Standard & Poor’s (S&P)
    Vice President, Audit

    Dennis E. Senchak
    Vice President, Investor Relations,
    Assistant Treasurer and Assistant
    Secretary

    David J. Vajda
    Vice President and Treasurer

    Gary W. Pottorff
    Secretary




                                          NiSource Corporate Officers: (from left to right) Art Paquin, Sam Miller, Jeff Grossman, Dave Vajda,
                                          Peter Fazio, LaNette Zimmerman, Steve Adik, Mike O’Donnell, Dennis Senchak, Barbara McKay, Art Smith,
                                          Gary Pottorff and Dave Kelly (Mark Wyckoff is pictured on page 11 with his leadership team).
2        NiSource Inc.
Transparency Index, a review of corporate                                     experience in operational redesign and corporate
governance practices among S&P’s member                                       integration to NiSource, and has focused his team
companies.                                                                    on running our operating companies efficiently
                                                                              while supplying superior customer service.
You should feel confident that, in consultation with
our new independent auditors, Deloitte & Touche                               Our 10 gas distribution companies completed a
LLP, we continue to review our practices to ensure                            broad redesign of customer-oriented processes.
we exceed stockholders’ expectations of transparency.                         This reduced operating expenses significantly while
                                                                              maintaining strong customer satisfaction scores
                                                                              based on survey results of actual customer
                                                                              transactions.

Doing What
       FOCUS                                                                  Our pipelines continued to integrate their unique
    We Do Best                                                                network of transmission and market-area storage
                                                                              operations. Their competitive cost structure
Throughout 2002, we focused our business strategy                             compares favorably with other pipeline systems
on our core, regulated, asset-based businesses:                               stretching from the Gulf of Mexico to the Northeast.
natural gas transmission, storage and distribution;
and electric generation, transmission and                                     Capital expenditures company-wide continued to
distribution. This focus on the strength of our core                          decline as we took a disciplined approach that
assets enables us to efficiently and effectively serve                        provides primarily for the maintenance and growth
3.2 million customers in the high-demand energy                               of our core natural gas and electric systems.
corridor stretching from Indiana to New England,
and to operate the fourth-largest natural gas                                 Last year, we decided to pull back from the
pipeline system in the United States.                                         merchant energy business, responding to changing
                                                                              market conditions before many of our peers took
We implemented a new operations management                                    similar actions. We terminated a prospective energy
team, led by Sam Miller, who came on board in                                 marketing alliance and scaled back our already-
September as executive vice president and chief                               limited energy marketing function by selling the
operating officer. Sam brings more than 20 years of                           bulk of EnergyUSA-TPC’s gas marketing contracts.




                                                                                                                   Capital Structure:
                                                                             Dividend
                Basic Average
                                                                                                                          Total Debt
                                                                              Growth
           Shares Outstanding
                                                                                                                                               in millions
                                            in millions

                                                     (2)
                                                                                                                      $8,824
                                             260.0                                                                                 $8,580
                                                                                   $1.16
                                                                           $1.16
                                                                                                                                                 $7,164
                                                                   $1.08
                                211.0 (1)
                   205.3
                                                           $1.02


                                                                                                      $2,849 (3)
     134.5



                                                                                                           99           00            01            02
                                                            99      00      01      02
       00            01            02              03e
                                                                                                    (3) Prior to acquisition of Columbia Energy Group
(1) Reflects equity issued in November 2002
(2) Reflects conversion of PIES in February 2003
                                                                                                                                           NYSE: NI          3
Doing What We Do Best: Over 98% Regulated




                                                      Other/E&P
                                                         <2%
                                                                                   Regulated
                        Regulated
                                                                                 Gas Distribution
                    Electric Operations
                                                                                       38%
                          27%




                  Regulated Gas
              Transmission & Storage
                          33%




                              Business Segment Operating Income

                      In 2002, NiSource focused its strategy on its core regulated, asset-based
                      businesses: natural gas transmission, storage and distribution; and electric
                      generation, transmission and distribution. Over 98 percent of the
                      company’s operating income is generated from regulated operations.




4   NiSource Inc.
In late 2002, we began actively offering our gas exploration and
production (E&P) business for sale. Although many parties have
expressed interest in our E&P assets, to date only the offer of
$95 million cash for Columbia Natural Resources’ (CNR) interest in a
joint venture in New York state reflected what we considered to be fair
market value. While we continue to actively seek opportunities to sell
the remaining E&P assets, we are no longer investing in exploratory
drilling. CNR is now focused on maximizing production from its
                                                                           Gary L. Neale
remaining 1.2 Tcf of proven reserves.                                      Chairman, President and
                                                                           Chief Executive Officer
                                                                           NiSource Inc.
                                                                           Merrillville, Ind.

                                                                           Stephen P. Adik
                                                                           Vice Chairman
Difficult
    STRENGTH                                                               NiSource Inc.
                                                                           Merrillville, Ind.
     Organizational Decisions
                                                                           Dr. Steven C. Beering
                                                                           President Emeritus
Our employees throughout the organization continued to focus their         Purdue University
                                                                           West Lafayette, Ind.
energy on customer service despite the uncertainty of a difficult
economic environment. Due to 2001’s disappointing financial                Arthur J. Decio
                                                                           Chairman of the Board
performance, we did not award incentive payouts to the majority of
                                                                           and Director
exempt employees, nor did we grant merit increases to salaried             Skyline Corporation
                                                                           Elkhart, Ind.
exempt employees. We also eliminated hundreds of positions and
took a hard look at all hiring requests.                                   Dennis E. Foster
                                                                           Retired Vice Chairman
                                                                           ALLTEL Corporation
These actions promoted efficiency and lowered costs. It was difficult      Little Rock, Ark.
for our entire company to see the departure of trusted and loyal
                                                                           Ian M. Rolland
colleagues who contributed much to our company and our industry.           Retired Chairman and
                                                                           Chief Executive Officer
These changes, however, were necessary to adapt to an evolving
                                                                           Lincoln National
market environment.                                                        Corporation
                                                                           Fort Wayne, Ind.

Additionally, we further refined our organization structure to improve     John W. Thompson
                                                                           Chairman and Chief Executive Officer
productivity, better align our businesses and increase centralization of
                                                                           Symantec Corp.
corporate support and transactional functions.                             Cupertino, Calif.

                                                                           Robert J. Welsh
Our new leadership team brings broad experience and expertise in our       Chairman and Chief Executive Officer
                                                                           Welsh Holdings, LLC
core businesses, and is focused on creating energy value for
                                                                           Merrillville, Ind.
stockholders, customers and employees. It is a testament to the
                                                                           Dr. Carolyn Y. Woo
strength of our company that our customers remain the focal point of
                                                                           Martin J. Gillen Dean
what our 9,300 dedicated employees do every day.                           and Ray and Milann Siegfried
                                                                           Professor of Management
                                                                           University of Notre Dame
You can learn more about them and our business units on pages 8 - 11       Mendoza College of Business
                                                                           Notre Dame, Ind.
of our annual report.
                                                                           Roger A. Young
                                                                           Chairman
                                                                           Bay State Gas Company
                                                                           Westborough, Mass.


                                                                                                      NYSE: NI    5
Regulatory &                                               Returning Value
        DECISIONS                                              DIVIDENDS
    Environmental Initiatives                                   to Stockholders
    Several key regulatory decisions affected our           NiSource reported income from continuing
    performance in 2002. Most notably, Northern             operations for the year ended Dec. 31, 2002, of
    Indiana Public Service Company (NIPSCO) settled         $425.7 million, or $2.02 per share, an increase of
    the 2-year-old Indiana Utility Regulatory               92 cents per share over 2001 results. Net income for
    Commission (IURC) electric rate review, resulting in    2002 was $372.5 million, or $1.77 per share, an
    $55 million in credits to NIPSCO electric customers     88 percent increase over 2001.
    annually over the next four years. When approved
    by IURC in September, this outcome enabled              Net income for 2002 reflects the impact of a non-
    NiSource to move forward with our long-expected         cash charge to discontinued operations of
    equity offering.                                        $51.3 million, or 24 cents per share, that was
                                                            recognized in the fourth quarter as a result of our
    IURC also approved a mechanism for NIPSCO to            decision to exit the telecommunications business.
    recover, over the next                                  NiSource acquired the telecommunications assets as
    three years, costs                                      part of the acquisition of the Columbia Energy
    associated with                                         Group in 2000. After two years of operating this
    environmental                                           business, we determined – based in part on a study
    compliance programs,                                    by a third party – that it is not a viable business due
    such as the installation                                to the overcapacity in the marketplace for dark fiber.
    of nitrogen oxide
    pollution-reduction                                     The considerable improvement in our operating
    equipment at the                                        results was attributable to revenue increases from
    company’s generating                                    colder weather during the fall heating season,
    stations.                                               warmer weather during the summer cooling season,
                                                            and reduced expenses such as interest, operation
    Throughout our                                          and maintenance, depreciation, depletion and
    operations, we                                          amortization resulting in part from the elimination of
    continued our record                                    the amortization of goodwill.
    of environmental
    leadership. For the                                     Our 2002 results enabled us to achieve a dividend
    second consecutive                                      payout ratio consistent with our historical payout
    year, NiSource was                                      ratio of 60 percent to 70 percent. With a focused
    named to the                                            business strategy and strong liquidity, we are
    prestigious Dow Jones                                   confident we can sustain the current dividend level
    Sustainability Indexes.                                 of 29 cents per share, equivalent to $1.16 on an
    We are one of only                                      annual basis. This is a positive position when many
    three U.S. energy                                       of our peers are being forced to eliminate or
    companies to be                                         suspend their dividends to shore up their financial
    included in this index,                                 condition. Our board of directors will review our
    which tracks                                            performance quarterly with an eye toward returning
    economic, environmental and social responsibility       to the company’s historic dividend growth pattern,
    among the world’s largest companies.                    when appropriate.

6       NiSource Inc.
I am also pleased to note that NiSource was recently    such as the Alaskan pipeline – and new liquefied
 named to the Forbes Platinum 400, the magazine’s        natural gas facilities, all of which require a
 annual listing of the                                   progressive federal energy policy to materialize.
 “best big companies in                                  Without this united national support, the future of
 America.” This ranks                                    natural gas and the critical role it plays as a clean
 us as one of the                                        burning domestic fuel in our economy is in jeopardy.
 nation’s leading
 organizations, and one                                  The early months of 2003 have brought normal
 of 28 energy                                            winter weather for the first time in six years. This
 companies that                                          has resulted in higher throughput on our pipelines
 maintain the best                                       and increased gas usage among our distribution
 balance of long- and                                    customers, compared with the previous two years
 short-term financial                                    since NiSource’s acquisition of Columbia shifted our
 performance. Forbes                                     business mix to one focused primarily on the gas
 compiles this list of                                   business. All of our companies’ transportation and
 premier blue chips using a composite score for          storage assets have worked extremely well during
 return on capital, sales growth and earnings growth.    this peak usage period. Thanks to the outstanding
                                                         work of our employees, we met the gas needs of
                                                         our customers in, once again, a volatile market.


                                                         As 2003 unfolds, our company is facing increased
Well Positioned
    EXPECTATIONS                                         operating expenses, including the first full year of
    for 2003                                             credits to NIPSCO electric customers, and increased
                                                         pension costs, insurance and tax expenses. We will
 As a leading transporter, storer and distributor of     mitigate these cost increases in 2003 by continuing
 natural gas in key energy markets, your company is      to optimize revenue opportunities and manage to
 well positioned to take advantage of the 3 percent to   hold on to the cost reductions achieved throughout
 4 percent annual increases in demand for natural        2002. Most importantly, NiSource will continue to
 gas that the U.S. Energy Information Administration     grow and deliver an attractive return to our
 forecasts for 2003 and beyond. However, our             stockholders.
 country desperately needs a national energy policy
 that supports an increase in domestic natural gas       Last year, we said we would make it happen, and we
 supply to meet this demand. This is one of our          did. I am confident we will deliver again in 2003.
 nation’s true domestic energy supply opportunities      And I say that based on our focus, the strength of
 and, therefore, is critical to our economy as well as   our assets, and our management and employee
 the environment. The issues to be faced in the          team. We will continue doing what we do best to be
 future are supply sources and price volatility.         a leader in creating energy value.


 As a company, we generate our revenues on the           I thank you for your continued support of NiSource.
 “spin of the meter” when energy is delivered, not
 on commodity price. However, shortages of supply,
 whether actual or perceived, create price volatility
 that hurts our customers and therefore demand.          Gary L. Neale
 Increase in supply can come from a variety of           Chairman, President and Chief Executive Officer
 sources: opening lands for drilling, new pipelines –    March 28, 2003

                                                                                                      NYSE: NI   7
The Strengths
    of NiSource




                                                                                                              Gas Distribution
    Energy Distribution Leadership Team: (from left to right) Carol Fox, Jack Partridge, Tim Tokish, Meg Brown, Ed Santry, Mike Huwar, Gen Tuchow,
    Bob Skaggs–President and Dave Monte.


                 Bay State Gas Company                   Among its 2002 achievements:                          and dependable customer service,
              Columbia Gas of Kentucky, Inc.                                                                   interactions and transactions in all operating
                                                         • Quickly adopting efficient processes. Ten
           Columbia Gas of Maryland, Inc.                                                                      utilities.
                                                           local distribution companies, operating in
        Columbia Gas of Ohio, Inc.
                                                           nine states, worked to maximize leadership        • Using technology to get closer to its
     Columbia Gas of Pennsylvania, Inc.
                                                           direction. A mindset and culture of open            customers. Throughout many of its
    Columbia Gas of Virginia, Inc.
                                                           communication and collaboration allowed its         distribution companies, field technology
    Kokomo Gas and Fuel Company*
                                                           teams, which include many new leaders, to           infrastructure was expanded. An important
    Northern Indiana Fuel and Light Company, Inc.*
                                                           successfully step into new roles.                   aspect of the technology is “placing”
    Northern Indiana Public Service Company*
    Northern Utilities, Inc.                                                                                   employees closer to their work, which
                                                         • Expanding a single “operational
                                                                                                               improves their responsiveness. Having
    NiSource’s portfolio of natural gas utilities          excellence” discipline across all of its
                                                                                                               mobile data terminals in virtually all field
    serves more than 3.2 million residential,              distribution companies. Greater structural
                                                                                                               operations’ vehicles means more employees
    commercial and industrial customers in nine            and functional consistency across
                                                                                                               now have the ability to send and receive
    states. Annually, 1 trillion cubic feet of natural     companies, as well as centralized
                                                                                                               real-time information, including electronic
    gas flows through more than 55,000 miles of            leadership, have enabled adoption of best
                                                                                                               receipt and execution of daily work
    pipeline.                                              practice processes across work groups in a
                                                                                                               assignments. Employee usage of mobile data
                                                           speedy timeframe. The model includes a
                                                                                                               terminals spans key functions that include
    A sophisticated corporate-wide gas supply
                                                           continuous improvement approach and an
                                                                                                               customer service, pipeline infrastructure and
    organization assures unparalleled reliability
                                                           expansive emphasis, with significant
                                                                                                               revenue recovery.
    and flexibility to provide safe, reliable
                                                           workflow across traditional boundaries. Gas
    supplies and delivery to all of our utilities.                                                           * For SEC reporting purposes, Kokomo Gas and Fuel
                                                           distribution is redefining excellent customer       Company, Northern Indiana Fuel and Light Company, Inc.
    Keys to gas distribution’s success include a
                                                           service through process excellence. Its goal        and Northern Indiana Public Service Company are in gas
    diverse portfolio, innovative tariffs and                                                                  distribution, but organizationally are part of Northern
                                                           is to provide predictable, reliable, consistent
    regulatory structures.                                                                                     Indiana Energy.

8        NiSource Inc.
Gas Transmission and Storage
                                                     Gas Transmission and Storage Leadership Team: (from left to right)
Columbia Gas Transmission Corporation
Columbia Gulf Transmission Company                   Glen Kettering–President, Mike Watson, Kathleen O’Leary, Jim Hart, Rene Dartez, Carl Levander and
Crossroads Pipeline Company                          Harris Marple.
Granite State Gas Transmission, Inc.
                                                    largest interest holder.                                 open season. The open season was held in
Strategically located natural gas transmission                                                               conjunction with the Crossroads Pipeline to
                                                  • Columbia Gas Transmission also received
and storage assets, combined with a                                                                          facilitate a seamless path from the Chicago
                                                    regulatory approval to move forward with its
continuing strong demand for products and                                                                    hub into Ohio.
                                                    plans to expand its facilities in order to
services, drove several key accomplishments
                                                    supply up to 270,000 dekatherms per day of             • Columbia Gulf, with among the lowest rates
for NiSource pipelines in 2002:
                                                    natural gas to a 1,020-megawatt power plant              to market and an eye toward accessing new
• In September, the Federal Energy Regulatory       now under construction near Rock Springs,                supply sources in the Gulf of Mexico, is
  Commission (FERC) issued a final certificate      Md. Despite a temporary slowdown in the                  looking to proposed offshore liquefied
  for the Millennium Pipeline, completing           market, natural gas-fired power generation               natural gas developments and the
  FERC’s formal review of this important plan       and growth in residential and other markets              deepwater regions for projects that could
  to bring 700 million cubic feet of additional     behind local distribution companies are                  add significantly to the supply available to its
  natural gas per day to the Northeast. FERC’s      expected to drive future pipeline                        customers.
  action moved the project one step closer to       infrastructure expansions.
                                                                                                           • Columbia Gas and Columbia Gulf
  its goal of serving the region’s anticipated
                                                  • The need to move natural gas supplies from               consolidated several business functions as
  natural gas growth requirements toward the
                                                    the Midwest, and continuing strength in                  part of NiSource’s strategy to streamline and
  middle of this decade. Columbia Gas
                                                    demand, led to another successful project                integrate operations and promote efficiency.
  Transmission is Millennium’s developer and




Electric Operations
Northern Indiana Public Service Company
                                                    Northern Indiana Energy Leadership Team: (from left to right) Barrett Hatches–President,
                                                    Joel Hoelzer, Phil Conrad, Dan Gavito, Regina Biddings, Jerry Godwin, Tim Taylor and Bill O’Malley.
Northern Indiana Public Service Company’s
(NIPSCO) electric production operation
generates electricity to meet the needs of          2.89 million kilowatts of electricity. Four of       • NIPSCO is installing nitrogen oxide-
436,000 residential, commercial and industrial      the facilities have generating units that burn         reduction technology at each of its active
customers.                                          coal or natural gas to produce electricity,            generating stations in compliance with
                                                    and two are hydroelectric dams.                        state and federal guidelines. The first unit
Among its 2002 achievements:
                                                                                                           scheduled for completion is Michigan City,
                                                  • NIPSCO generated over 14 million
                                                                                                           which is expected to be operational by
• NIPSCO’s six generating facilities, five of
                                                    megawatt hours of electricity during 2002.
                                                                                                           May 2003.
  which are currently online, produce up to
                                                                                                                                             NYSE: NI      9
The Strengths
                                           of NiSource

 Reginald L. Carter
 President
 Transaction Services

 Barrett Hatches
 President
 Northern Indiana Public Service Company

 Glen L. Kettering
 President
 Granite State Transmission, Inc.
 Columbia Gas Transmission Corporation
 Columbia Gulf Transmission Company
 Crossroads Pipeline Company

 Robert C. Skaggs Jr.
 President
 Bay State Gas Company
 Columbia Gas of Kentucky, Inc.
 Columbia Gas of Maryland, Inc.
 Columbia Gas of Ohio, Inc.
 Columbia Gas of Pennsylvania, Inc.
 Columbia Gas of Virginia, Inc.
 Northern Utilities, Inc.

 Stephen M. Warnick
 President
 Columbia Energy Resources, Inc.
 Columbia Natural Resources, Inc.

 Mark D. Wyckoff
 President
 EnergyUSA-TPC Corp.
 NiSource Energy Technologies, Inc.
 Primary Energy, Inc.

 Patricia M. Lawicki
 Vice President and
 Chief Information Officer


                                                            Exploration and Production
 Mark T. Maassel
 Vice President,
 Regulatory and Government Policy
                                           Exploration and Production Leadership Team: (from left to right) Sharon Flanery,
                                           Steve Warnick–President, Deanna Farmer and Mark Hackett.


                                           Columbia Natural Resources, Inc.

                                           Columbia Natural Resources (CNR), the exploration and production arm of NiSource,
                                           delivered solid performance in 2002.
                                           Among its 2002 accomplishments:
                                           • CNR successfully completed a development-intensive program that resulted in the drilling
                                             of 243 wells and the production of 55.4 Bcfe of natural gas and oil. CNR also generated
                                             124.9 Bcfe of reserve additions, bringing its proven reserves total to approximately 1.2 Tcfe.
                                           • While CNR is no longer investing in exploratory drilling, it is focused on maximizing
                                             production from its remaining proven reserves.
10      NiSource Inc.
EnergyUSA-TPC, NET and Primary Energy
                                                     EnergyUSA-TPC, NET and Primary Energy Leadership Team: (from left to right)
EnergyUSA-TPC Corp.
NiSource Energy Technologies, Inc.                   Mike Zdyb, Dean Hall, Pete Disser, Val Trinkley, Don Theriault, Mike Alverson and
                                                     Mark Wyckoff–President.
Primary Energy, Inc.

Achievements in 2002 included:                      The installation is a result of a collaborative     environmental performance at its distributed
                                                    effort of business, community, government           generation facilities at the Hilton Garden Inn
• NiSource Energy Technologies (NET)
                                                    and university commitments and                      in Chesterton and Breeden YMCA in Angola.
  installed a combined heat and power
                                                    contributions. Participants in the project
  distributed generation system at the Hilton                                                         • EPA and DOE recognized Primary Energy for
                                                    include the Build Indiana Fund, Cole
  Garden Inn in Chesterton, Ind. The                                                                    excellence in efficiency and pollution
                                                    Foundation, Indiana Department of
  installation of this advanced technology is                                                           reduction. The federal agencies awarded
                                                    Commerce, U.S. Department of Agriculture-
  the first step of a larger Department of                                                              Primary Energy two ENERGY STAR
                                                    Rural Development, and DOE through the
  Energy (DOE) award to develop a modular-                                                              Combined Heat and Power awards for its
                                                    National Renewable Energy Laboratory.
  packaged integrated energy system for the                                                             facilities located at U.S. Steel in Gary, Ind.,
  hotel/motel segment.                            • The Environmental Protection Agency’s               and National Steel in Portage, Ind.
                                                    (EPA) Combined Heat and Power
• NET installed a distributed generation
                                                    Partnership recognized NET for superior
  system at the Breeden YMCA in Angola, Ind.




Transaction Services
Creating shareholder value by providing a            Transaction Services Leadership Team: (from left to right) Gail Harowski, Chuck Shafer,
platform for growth and optimizing the value         Mary Bloom, Reg Carter–President and Violet Sistovaris.
of core assets are key reasons behind a
newly formulated transaction services group.
                                                    customer contact centers, revenue                   transactions as an integral part of the
Strategic changes and accomplishments in            recovery, real estate, supply chain and             overall success strategy.
2002 included:                                      finance.
                                                                                                      • Focusing on customers by finding new
• Crystallizing the mission of transaction        • Providing opportunities for low-cost                ways to enhance service, including the
  services as improving NiSource’s financial        processes due to transaction services’              introduction of highly targeted technology,
  and operational performance through the           significant business impact and scale.              is an important component of the group’s
  integration and continuous improvement of         With some 110 million customer contacts,            strategy. For example, in order to
  inter-company processes.                          180,000 paychecks processed and $800                accommodate year-to-year variability
                                                    million in procurement annually, the group’s        factors in customer contact centers, new
• Centralizing functions is a key aspect of
                                                    work impacts every NiSource business,               technology includes predictive workforce
  the new organization and consistent with
                                                    customer and employee. To most effectively          management, bill imaging, call aides and
  the new mission. The unit’s scope was
                                                    deal with such large numbers of                     continuous improvement of automated call
  increased to emphasize enterprise-wide
                                                    transactions, management systems focused            handling.
  transaction activities. Functional groups are
                                                    on integrated, reliable and high-speed
                                                                                                                                       NYSE: NI           11
Free copies of NiSource’s financial reports
                                                    are available by writing or calling the
 Stockholder
        NYSE: NI                                    Investor Relations department. The material
     Information & Services                         is also available at www.nisource.com.

                                                    How to Contact the Company
     NiSource Inc. common stock is listed and         NiSource Inc.
     traded on the New York, Pacific and              801 E. 86th Ave.
     Chicago stock exchanges under the symbol         Merrillville, IN 46410
     NI. The shares are listed in financial stock
     quotations as NISOURCE. As of                    (877) 647-5990
     Dec. 31, 2002, NiSource Inc. had 47,472
     common stockholders.                             www.nisource.com

     Common Stock Dividend Declared                 Stockholder Services
     At its meeting on Jan. 3, 2003, the board of   General questions about stockholder
     directors declared a dividend of 29 cents      accounts, stock certificates, transfer of
     per share, equivalent to $1.16 per share on    shares, dividend payments, automatic
     an annual basis.                               dividend reinvestment and share purchase
                                                    plan, and electronic deposit may be directed
     Anticipated Dividend Record                    to Mellon Investor Services at the following
     and Payment Dates                              address:

       NiSource Common                                Mellon Investor Services LLC
         Record Date Payment Date                     P.O. Box 3315
         04-30-03    05-20-03                         South Hackensack, NJ 07606
         07-31-03    08-20-03                                 or
         10-31-03    11-20-03                         85 Challenger Road
         01-30-04    02-20-04                         Ridgefield Park, NJ 07660

       NIPSCO Preferred                               (888) 884-7790
         Record Date Payment Date
         03-14-03     04-14-03                        TDD for Hearing Impaired
         06-16-03     07-14-03                        (800) 231-5469
         09-16-03     10-14-03
         12-16-03     01-14-04                        Foreign Stockholders
                                                      (201) 329-8660
     Investor and Financial Information
     Financial analysts and investment                TDD Foreign Stockholders
     professionals should direct written and          (201) 329-8354
     telephone inquiries to NiSource Investor
     Relations at (219) 647-6083.                     www.melloninvestor.com
12      NiSource Inc.
801 E. 86th Avenue
Merrillville, IN 46410




Contact Information
Stockholder Inquiries
                                              Doing What We Do Best
Mellon Investor Services
(888) 884-7790

Analyst Inquiries
Investor Relations
(219) 647-6083

Media Inquiries
Corporate Communications
(219) 647-6200

www.nisource.com                                                      2002 Message to Stockholders




                                             On the Cover
This document contains “forward-looking
                                             The strength of our employees
statements,” including earnings guidance
                                             underscores our
for fiscal year 2003. For a discussion of
factors that could cause actual results to
                                             accomplishments in 2002.
differ materially from those contained in
such statements, please see
“Management’s Discussion and Analysis of     We proudly dedicate our
Financial Condition and Results of
                                             annual report to the men and
Operations” in the NiSource Inc. annual
                                             women of NiSource.
report on Form 10-K included herein.

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nisource annual reports 2002

  • 1. NiSource Inc. Doing What We Do Best 2002 Message to Stockholders 2002 Message to Stockholders
  • 2. Strategic Location • 30 percent of U.S. population, 40 percent of energy consumption Third-Largest Gas Distribution Company in U.S. Gas Distribution Service Territory • 3.2 million customers – nine states Fourth-Largest Gas Pipeline Company in U.S. Pipelines • 16,062 miles interstate pipelines One of the Largest Gas Storage Networks in U.S. Storage Facilities • 670 billion cubic feet (Bcf) – market area Gas Producer in the Appalachian Basin Table of Contents Exploration and Production • 1.2 trillion cubic feet (Tcf) of proven gas reserves Strategically Positioned Midwestern Electric Assets Letter to Stockholders 1 Electric Distribution Territory Officers 2 Electric Generation Facilities – six in Northern Indiana Board of Directors 5 • 3,400 megawatts (MW) of electric utility generation capacity Strengths of NiSource 8 • Interconnected with five neighboring electric utilities Stockholder Information 12 Cogeneration Facilities – six in Northern Indiana
  • 3. : NI NYSE Dear Fellow Stockholder: A year ago, I informed you that 2002 would be very challenging in our industry and specifically for your company. I pledged that NiSource had a strategy to meet these challenges and emerge a stronger company. I am proud to report we delivered on that strategy and on our Gary L. Neale NiSource Chairman, President and commitments for 2002. NiSource achieved outstanding performance Chief Executive Officer by doing what we do best – focusing on our core, regulated, asset- based businesses, which generate over 98 percent of our operating income. As we addressed the continually evolving market dynamics, we made difficult corporate decisions and asked our employees to make some very real sacrifices. These tough, but necessary, actions helped us manage through a volatile energy marketplace and positioned us well to meet our objectives for 2003 and beyond. NYSE: NI 1
  • 4. Our 2002 highlights included: • Focusing on strengthening our balance sheet. • Streamlining and integrating our operations. • Implementing a new operations management team. • Settling the 2-year-old Indiana electric rate review. • Shedding non-core assets. • Improving our corporate risk profile. Gary L. Neale Our efforts were rewarded by the overwhelming success of our fourth- Chairman, President and Chief Executive Officer quarter equity offering, which raised $735 million to pay down debt and garnered national attention as the most successful stock offering Stephen P. Adik Vice Chairman of 2002 in the energy industry. In fact, of approximately 20 energy companies that completed stock offerings during the year, in only two Samuel W. Miller Jr. Executive Vice President and – NiSource (10.1 percent stock price increase) and Dominion (2.9 Chief Operating Officer percent gain) – did the market react with an upswing in the company’s Michael W. O’Donnell stock price during the timeframe of the offering. Executive Vice President and Chief Financial Officer We have maintained investment-grade credit ratings by reducing S. LaNette Zimmerman Executive Vice President, leverage and improving liquidity while maintaining frequent Human Resources and Communications communication with the credit rating agencies. During 2002, we Peter V. Fazio Jr. reduced debt by $1.4 billion, or about 7.6 percent of our capitalization, Executive Vice President ending the year with total debt of $7.2 billion, or 60.9 percent of total and General Counsel capitalization. Our short-term debt, which totaled $913 million at year- Mark D. Wyckoff end, has been completely paid off at the time of this writing, and our President, Energy Technologies current available liquidity is over $1 billion. Arthur E. Smith Jr. Senior Vice President and Environmental Counsel Meanwhile, as recent regulatory and legislative acts – such as Jeffrey W. Grossman Sarbanes-Oxley – supported heightened public scrutiny of corporate Vice President and Controller financial reporting in the wake of corporate scandals, we adhered to David A. Kelly our tradition of full disclosure. NiSource has long had internal Vice President, Real Estate processes for review of financial results and established a reputation Barbara S. McKay for integrity even before the new requirements were implemented. In Vice President, Communications fact, we scored eight out of a possible 10 points – compared to an Arthur A. Paquin industry average of seven out of 10 – on the Standard & Poor’s (S&P) Vice President, Audit Dennis E. Senchak Vice President, Investor Relations, Assistant Treasurer and Assistant Secretary David J. Vajda Vice President and Treasurer Gary W. Pottorff Secretary NiSource Corporate Officers: (from left to right) Art Paquin, Sam Miller, Jeff Grossman, Dave Vajda, Peter Fazio, LaNette Zimmerman, Steve Adik, Mike O’Donnell, Dennis Senchak, Barbara McKay, Art Smith, Gary Pottorff and Dave Kelly (Mark Wyckoff is pictured on page 11 with his leadership team). 2 NiSource Inc.
  • 5. Transparency Index, a review of corporate experience in operational redesign and corporate governance practices among S&P’s member integration to NiSource, and has focused his team companies. on running our operating companies efficiently while supplying superior customer service. You should feel confident that, in consultation with our new independent auditors, Deloitte & Touche Our 10 gas distribution companies completed a LLP, we continue to review our practices to ensure broad redesign of customer-oriented processes. we exceed stockholders’ expectations of transparency. This reduced operating expenses significantly while maintaining strong customer satisfaction scores based on survey results of actual customer transactions. Doing What FOCUS Our pipelines continued to integrate their unique We Do Best network of transmission and market-area storage operations. Their competitive cost structure Throughout 2002, we focused our business strategy compares favorably with other pipeline systems on our core, regulated, asset-based businesses: stretching from the Gulf of Mexico to the Northeast. natural gas transmission, storage and distribution; and electric generation, transmission and Capital expenditures company-wide continued to distribution. This focus on the strength of our core decline as we took a disciplined approach that assets enables us to efficiently and effectively serve provides primarily for the maintenance and growth 3.2 million customers in the high-demand energy of our core natural gas and electric systems. corridor stretching from Indiana to New England, and to operate the fourth-largest natural gas Last year, we decided to pull back from the pipeline system in the United States. merchant energy business, responding to changing market conditions before many of our peers took We implemented a new operations management similar actions. We terminated a prospective energy team, led by Sam Miller, who came on board in marketing alliance and scaled back our already- September as executive vice president and chief limited energy marketing function by selling the operating officer. Sam brings more than 20 years of bulk of EnergyUSA-TPC’s gas marketing contracts. Capital Structure: Dividend Basic Average Total Debt Growth Shares Outstanding in millions in millions (2) $8,824 260.0 $8,580 $1.16 $1.16 $7,164 $1.08 211.0 (1) 205.3 $1.02 $2,849 (3) 134.5 99 00 01 02 99 00 01 02 00 01 02 03e (3) Prior to acquisition of Columbia Energy Group (1) Reflects equity issued in November 2002 (2) Reflects conversion of PIES in February 2003 NYSE: NI 3
  • 6. Doing What We Do Best: Over 98% Regulated Other/E&P <2% Regulated Regulated Gas Distribution Electric Operations 38% 27% Regulated Gas Transmission & Storage 33% Business Segment Operating Income In 2002, NiSource focused its strategy on its core regulated, asset-based businesses: natural gas transmission, storage and distribution; and electric generation, transmission and distribution. Over 98 percent of the company’s operating income is generated from regulated operations. 4 NiSource Inc.
  • 7. In late 2002, we began actively offering our gas exploration and production (E&P) business for sale. Although many parties have expressed interest in our E&P assets, to date only the offer of $95 million cash for Columbia Natural Resources’ (CNR) interest in a joint venture in New York state reflected what we considered to be fair market value. While we continue to actively seek opportunities to sell the remaining E&P assets, we are no longer investing in exploratory drilling. CNR is now focused on maximizing production from its Gary L. Neale remaining 1.2 Tcf of proven reserves. Chairman, President and Chief Executive Officer NiSource Inc. Merrillville, Ind. Stephen P. Adik Vice Chairman Difficult STRENGTH NiSource Inc. Merrillville, Ind. Organizational Decisions Dr. Steven C. Beering President Emeritus Our employees throughout the organization continued to focus their Purdue University West Lafayette, Ind. energy on customer service despite the uncertainty of a difficult economic environment. Due to 2001’s disappointing financial Arthur J. Decio Chairman of the Board performance, we did not award incentive payouts to the majority of and Director exempt employees, nor did we grant merit increases to salaried Skyline Corporation Elkhart, Ind. exempt employees. We also eliminated hundreds of positions and took a hard look at all hiring requests. Dennis E. Foster Retired Vice Chairman ALLTEL Corporation These actions promoted efficiency and lowered costs. It was difficult Little Rock, Ark. for our entire company to see the departure of trusted and loyal Ian M. Rolland colleagues who contributed much to our company and our industry. Retired Chairman and Chief Executive Officer These changes, however, were necessary to adapt to an evolving Lincoln National market environment. Corporation Fort Wayne, Ind. Additionally, we further refined our organization structure to improve John W. Thompson Chairman and Chief Executive Officer productivity, better align our businesses and increase centralization of Symantec Corp. corporate support and transactional functions. Cupertino, Calif. Robert J. Welsh Our new leadership team brings broad experience and expertise in our Chairman and Chief Executive Officer Welsh Holdings, LLC core businesses, and is focused on creating energy value for Merrillville, Ind. stockholders, customers and employees. It is a testament to the Dr. Carolyn Y. Woo strength of our company that our customers remain the focal point of Martin J. Gillen Dean what our 9,300 dedicated employees do every day. and Ray and Milann Siegfried Professor of Management University of Notre Dame You can learn more about them and our business units on pages 8 - 11 Mendoza College of Business Notre Dame, Ind. of our annual report. Roger A. Young Chairman Bay State Gas Company Westborough, Mass. NYSE: NI 5
  • 8. Regulatory & Returning Value DECISIONS DIVIDENDS Environmental Initiatives to Stockholders Several key regulatory decisions affected our NiSource reported income from continuing performance in 2002. Most notably, Northern operations for the year ended Dec. 31, 2002, of Indiana Public Service Company (NIPSCO) settled $425.7 million, or $2.02 per share, an increase of the 2-year-old Indiana Utility Regulatory 92 cents per share over 2001 results. Net income for Commission (IURC) electric rate review, resulting in 2002 was $372.5 million, or $1.77 per share, an $55 million in credits to NIPSCO electric customers 88 percent increase over 2001. annually over the next four years. When approved by IURC in September, this outcome enabled Net income for 2002 reflects the impact of a non- NiSource to move forward with our long-expected cash charge to discontinued operations of equity offering. $51.3 million, or 24 cents per share, that was recognized in the fourth quarter as a result of our IURC also approved a mechanism for NIPSCO to decision to exit the telecommunications business. recover, over the next NiSource acquired the telecommunications assets as three years, costs part of the acquisition of the Columbia Energy associated with Group in 2000. After two years of operating this environmental business, we determined – based in part on a study compliance programs, by a third party – that it is not a viable business due such as the installation to the overcapacity in the marketplace for dark fiber. of nitrogen oxide pollution-reduction The considerable improvement in our operating equipment at the results was attributable to revenue increases from company’s generating colder weather during the fall heating season, stations. warmer weather during the summer cooling season, and reduced expenses such as interest, operation Throughout our and maintenance, depreciation, depletion and operations, we amortization resulting in part from the elimination of continued our record the amortization of goodwill. of environmental leadership. For the Our 2002 results enabled us to achieve a dividend second consecutive payout ratio consistent with our historical payout year, NiSource was ratio of 60 percent to 70 percent. With a focused named to the business strategy and strong liquidity, we are prestigious Dow Jones confident we can sustain the current dividend level Sustainability Indexes. of 29 cents per share, equivalent to $1.16 on an We are one of only annual basis. This is a positive position when many three U.S. energy of our peers are being forced to eliminate or companies to be suspend their dividends to shore up their financial included in this index, condition. Our board of directors will review our which tracks performance quarterly with an eye toward returning economic, environmental and social responsibility to the company’s historic dividend growth pattern, among the world’s largest companies. when appropriate. 6 NiSource Inc.
  • 9. I am also pleased to note that NiSource was recently such as the Alaskan pipeline – and new liquefied named to the Forbes Platinum 400, the magazine’s natural gas facilities, all of which require a annual listing of the progressive federal energy policy to materialize. “best big companies in Without this united national support, the future of America.” This ranks natural gas and the critical role it plays as a clean us as one of the burning domestic fuel in our economy is in jeopardy. nation’s leading organizations, and one The early months of 2003 have brought normal of 28 energy winter weather for the first time in six years. This companies that has resulted in higher throughput on our pipelines maintain the best and increased gas usage among our distribution balance of long- and customers, compared with the previous two years short-term financial since NiSource’s acquisition of Columbia shifted our performance. Forbes business mix to one focused primarily on the gas compiles this list of business. All of our companies’ transportation and premier blue chips using a composite score for storage assets have worked extremely well during return on capital, sales growth and earnings growth. this peak usage period. Thanks to the outstanding work of our employees, we met the gas needs of our customers in, once again, a volatile market. As 2003 unfolds, our company is facing increased Well Positioned EXPECTATIONS operating expenses, including the first full year of for 2003 credits to NIPSCO electric customers, and increased pension costs, insurance and tax expenses. We will As a leading transporter, storer and distributor of mitigate these cost increases in 2003 by continuing natural gas in key energy markets, your company is to optimize revenue opportunities and manage to well positioned to take advantage of the 3 percent to hold on to the cost reductions achieved throughout 4 percent annual increases in demand for natural 2002. Most importantly, NiSource will continue to gas that the U.S. Energy Information Administration grow and deliver an attractive return to our forecasts for 2003 and beyond. However, our stockholders. country desperately needs a national energy policy that supports an increase in domestic natural gas Last year, we said we would make it happen, and we supply to meet this demand. This is one of our did. I am confident we will deliver again in 2003. nation’s true domestic energy supply opportunities And I say that based on our focus, the strength of and, therefore, is critical to our economy as well as our assets, and our management and employee the environment. The issues to be faced in the team. We will continue doing what we do best to be future are supply sources and price volatility. a leader in creating energy value. As a company, we generate our revenues on the I thank you for your continued support of NiSource. “spin of the meter” when energy is delivered, not on commodity price. However, shortages of supply, whether actual or perceived, create price volatility that hurts our customers and therefore demand. Gary L. Neale Increase in supply can come from a variety of Chairman, President and Chief Executive Officer sources: opening lands for drilling, new pipelines – March 28, 2003 NYSE: NI 7
  • 10. The Strengths of NiSource Gas Distribution Energy Distribution Leadership Team: (from left to right) Carol Fox, Jack Partridge, Tim Tokish, Meg Brown, Ed Santry, Mike Huwar, Gen Tuchow, Bob Skaggs–President and Dave Monte. Bay State Gas Company Among its 2002 achievements: and dependable customer service, Columbia Gas of Kentucky, Inc. interactions and transactions in all operating • Quickly adopting efficient processes. Ten Columbia Gas of Maryland, Inc. utilities. local distribution companies, operating in Columbia Gas of Ohio, Inc. nine states, worked to maximize leadership • Using technology to get closer to its Columbia Gas of Pennsylvania, Inc. direction. A mindset and culture of open customers. Throughout many of its Columbia Gas of Virginia, Inc. communication and collaboration allowed its distribution companies, field technology Kokomo Gas and Fuel Company* teams, which include many new leaders, to infrastructure was expanded. An important Northern Indiana Fuel and Light Company, Inc.* successfully step into new roles. aspect of the technology is “placing” Northern Indiana Public Service Company* Northern Utilities, Inc. employees closer to their work, which • Expanding a single “operational improves their responsiveness. Having NiSource’s portfolio of natural gas utilities excellence” discipline across all of its mobile data terminals in virtually all field serves more than 3.2 million residential, distribution companies. Greater structural operations’ vehicles means more employees commercial and industrial customers in nine and functional consistency across now have the ability to send and receive states. Annually, 1 trillion cubic feet of natural companies, as well as centralized real-time information, including electronic gas flows through more than 55,000 miles of leadership, have enabled adoption of best receipt and execution of daily work pipeline. practice processes across work groups in a assignments. Employee usage of mobile data speedy timeframe. The model includes a terminals spans key functions that include A sophisticated corporate-wide gas supply continuous improvement approach and an customer service, pipeline infrastructure and organization assures unparalleled reliability expansive emphasis, with significant revenue recovery. and flexibility to provide safe, reliable workflow across traditional boundaries. Gas supplies and delivery to all of our utilities. * For SEC reporting purposes, Kokomo Gas and Fuel distribution is redefining excellent customer Company, Northern Indiana Fuel and Light Company, Inc. Keys to gas distribution’s success include a service through process excellence. Its goal and Northern Indiana Public Service Company are in gas diverse portfolio, innovative tariffs and distribution, but organizationally are part of Northern is to provide predictable, reliable, consistent regulatory structures. Indiana Energy. 8 NiSource Inc.
  • 11. Gas Transmission and Storage Gas Transmission and Storage Leadership Team: (from left to right) Columbia Gas Transmission Corporation Columbia Gulf Transmission Company Glen Kettering–President, Mike Watson, Kathleen O’Leary, Jim Hart, Rene Dartez, Carl Levander and Crossroads Pipeline Company Harris Marple. Granite State Gas Transmission, Inc. largest interest holder. open season. The open season was held in Strategically located natural gas transmission conjunction with the Crossroads Pipeline to • Columbia Gas Transmission also received and storage assets, combined with a facilitate a seamless path from the Chicago regulatory approval to move forward with its continuing strong demand for products and hub into Ohio. plans to expand its facilities in order to services, drove several key accomplishments supply up to 270,000 dekatherms per day of • Columbia Gulf, with among the lowest rates for NiSource pipelines in 2002: natural gas to a 1,020-megawatt power plant to market and an eye toward accessing new • In September, the Federal Energy Regulatory now under construction near Rock Springs, supply sources in the Gulf of Mexico, is Commission (FERC) issued a final certificate Md. Despite a temporary slowdown in the looking to proposed offshore liquefied for the Millennium Pipeline, completing market, natural gas-fired power generation natural gas developments and the FERC’s formal review of this important plan and growth in residential and other markets deepwater regions for projects that could to bring 700 million cubic feet of additional behind local distribution companies are add significantly to the supply available to its natural gas per day to the Northeast. FERC’s expected to drive future pipeline customers. action moved the project one step closer to infrastructure expansions. • Columbia Gas and Columbia Gulf its goal of serving the region’s anticipated • The need to move natural gas supplies from consolidated several business functions as natural gas growth requirements toward the the Midwest, and continuing strength in part of NiSource’s strategy to streamline and middle of this decade. Columbia Gas demand, led to another successful project integrate operations and promote efficiency. Transmission is Millennium’s developer and Electric Operations Northern Indiana Public Service Company Northern Indiana Energy Leadership Team: (from left to right) Barrett Hatches–President, Joel Hoelzer, Phil Conrad, Dan Gavito, Regina Biddings, Jerry Godwin, Tim Taylor and Bill O’Malley. Northern Indiana Public Service Company’s (NIPSCO) electric production operation generates electricity to meet the needs of 2.89 million kilowatts of electricity. Four of • NIPSCO is installing nitrogen oxide- 436,000 residential, commercial and industrial the facilities have generating units that burn reduction technology at each of its active customers. coal or natural gas to produce electricity, generating stations in compliance with and two are hydroelectric dams. state and federal guidelines. The first unit Among its 2002 achievements: scheduled for completion is Michigan City, • NIPSCO generated over 14 million which is expected to be operational by • NIPSCO’s six generating facilities, five of megawatt hours of electricity during 2002. May 2003. which are currently online, produce up to NYSE: NI 9
  • 12. The Strengths of NiSource Reginald L. Carter President Transaction Services Barrett Hatches President Northern Indiana Public Service Company Glen L. Kettering President Granite State Transmission, Inc. Columbia Gas Transmission Corporation Columbia Gulf Transmission Company Crossroads Pipeline Company Robert C. Skaggs Jr. President Bay State Gas Company Columbia Gas of Kentucky, Inc. Columbia Gas of Maryland, Inc. Columbia Gas of Ohio, Inc. Columbia Gas of Pennsylvania, Inc. Columbia Gas of Virginia, Inc. Northern Utilities, Inc. Stephen M. Warnick President Columbia Energy Resources, Inc. Columbia Natural Resources, Inc. Mark D. Wyckoff President EnergyUSA-TPC Corp. NiSource Energy Technologies, Inc. Primary Energy, Inc. Patricia M. Lawicki Vice President and Chief Information Officer Exploration and Production Mark T. Maassel Vice President, Regulatory and Government Policy Exploration and Production Leadership Team: (from left to right) Sharon Flanery, Steve Warnick–President, Deanna Farmer and Mark Hackett. Columbia Natural Resources, Inc. Columbia Natural Resources (CNR), the exploration and production arm of NiSource, delivered solid performance in 2002. Among its 2002 accomplishments: • CNR successfully completed a development-intensive program that resulted in the drilling of 243 wells and the production of 55.4 Bcfe of natural gas and oil. CNR also generated 124.9 Bcfe of reserve additions, bringing its proven reserves total to approximately 1.2 Tcfe. • While CNR is no longer investing in exploratory drilling, it is focused on maximizing production from its remaining proven reserves. 10 NiSource Inc.
  • 13. EnergyUSA-TPC, NET and Primary Energy EnergyUSA-TPC, NET and Primary Energy Leadership Team: (from left to right) EnergyUSA-TPC Corp. NiSource Energy Technologies, Inc. Mike Zdyb, Dean Hall, Pete Disser, Val Trinkley, Don Theriault, Mike Alverson and Mark Wyckoff–President. Primary Energy, Inc. Achievements in 2002 included: The installation is a result of a collaborative environmental performance at its distributed effort of business, community, government generation facilities at the Hilton Garden Inn • NiSource Energy Technologies (NET) and university commitments and in Chesterton and Breeden YMCA in Angola. installed a combined heat and power contributions. Participants in the project distributed generation system at the Hilton • EPA and DOE recognized Primary Energy for include the Build Indiana Fund, Cole Garden Inn in Chesterton, Ind. The excellence in efficiency and pollution Foundation, Indiana Department of installation of this advanced technology is reduction. The federal agencies awarded Commerce, U.S. Department of Agriculture- the first step of a larger Department of Primary Energy two ENERGY STAR Rural Development, and DOE through the Energy (DOE) award to develop a modular- Combined Heat and Power awards for its National Renewable Energy Laboratory. packaged integrated energy system for the facilities located at U.S. Steel in Gary, Ind., hotel/motel segment. • The Environmental Protection Agency’s and National Steel in Portage, Ind. (EPA) Combined Heat and Power • NET installed a distributed generation Partnership recognized NET for superior system at the Breeden YMCA in Angola, Ind. Transaction Services Creating shareholder value by providing a Transaction Services Leadership Team: (from left to right) Gail Harowski, Chuck Shafer, platform for growth and optimizing the value Mary Bloom, Reg Carter–President and Violet Sistovaris. of core assets are key reasons behind a newly formulated transaction services group. customer contact centers, revenue transactions as an integral part of the Strategic changes and accomplishments in recovery, real estate, supply chain and overall success strategy. 2002 included: finance. • Focusing on customers by finding new • Crystallizing the mission of transaction • Providing opportunities for low-cost ways to enhance service, including the services as improving NiSource’s financial processes due to transaction services’ introduction of highly targeted technology, and operational performance through the significant business impact and scale. is an important component of the group’s integration and continuous improvement of With some 110 million customer contacts, strategy. For example, in order to inter-company processes. 180,000 paychecks processed and $800 accommodate year-to-year variability million in procurement annually, the group’s factors in customer contact centers, new • Centralizing functions is a key aspect of work impacts every NiSource business, technology includes predictive workforce the new organization and consistent with customer and employee. To most effectively management, bill imaging, call aides and the new mission. The unit’s scope was deal with such large numbers of continuous improvement of automated call increased to emphasize enterprise-wide transactions, management systems focused handling. transaction activities. Functional groups are on integrated, reliable and high-speed NYSE: NI 11
  • 14. Free copies of NiSource’s financial reports are available by writing or calling the Stockholder NYSE: NI Investor Relations department. The material Information & Services is also available at www.nisource.com. How to Contact the Company NiSource Inc. common stock is listed and NiSource Inc. traded on the New York, Pacific and 801 E. 86th Ave. Chicago stock exchanges under the symbol Merrillville, IN 46410 NI. The shares are listed in financial stock quotations as NISOURCE. As of (877) 647-5990 Dec. 31, 2002, NiSource Inc. had 47,472 common stockholders. www.nisource.com Common Stock Dividend Declared Stockholder Services At its meeting on Jan. 3, 2003, the board of General questions about stockholder directors declared a dividend of 29 cents accounts, stock certificates, transfer of per share, equivalent to $1.16 per share on shares, dividend payments, automatic an annual basis. dividend reinvestment and share purchase plan, and electronic deposit may be directed Anticipated Dividend Record to Mellon Investor Services at the following and Payment Dates address: NiSource Common Mellon Investor Services LLC Record Date Payment Date P.O. Box 3315 04-30-03 05-20-03 South Hackensack, NJ 07606 07-31-03 08-20-03 or 10-31-03 11-20-03 85 Challenger Road 01-30-04 02-20-04 Ridgefield Park, NJ 07660 NIPSCO Preferred (888) 884-7790 Record Date Payment Date 03-14-03 04-14-03 TDD for Hearing Impaired 06-16-03 07-14-03 (800) 231-5469 09-16-03 10-14-03 12-16-03 01-14-04 Foreign Stockholders (201) 329-8660 Investor and Financial Information Financial analysts and investment TDD Foreign Stockholders professionals should direct written and (201) 329-8354 telephone inquiries to NiSource Investor Relations at (219) 647-6083. www.melloninvestor.com 12 NiSource Inc.
  • 15. 801 E. 86th Avenue Merrillville, IN 46410 Contact Information Stockholder Inquiries Doing What We Do Best Mellon Investor Services (888) 884-7790 Analyst Inquiries Investor Relations (219) 647-6083 Media Inquiries Corporate Communications (219) 647-6200 www.nisource.com 2002 Message to Stockholders On the Cover This document contains “forward-looking The strength of our employees statements,” including earnings guidance underscores our for fiscal year 2003. For a discussion of factors that could cause actual results to accomplishments in 2002. differ materially from those contained in such statements, please see “Management’s Discussion and Analysis of We proudly dedicate our Financial Condition and Results of annual report to the men and Operations” in the NiSource Inc. annual women of NiSource. report on Form 10-K included herein.