NiSource (NI) 10-K risk factor changes: FY2022 vs FY2021

If customers, [removed: legislators,] [added: legislators] or regulators have or develop a negative opinion of us, this could result in less favorable legislative and regulatory outcomes or increased regulatory oversight, increased litigation and negative public perception.

[removed: It] [added: Additionally, it] may [removed: also] be difficult to determine whether a claim [added: for damages] from a third party [added: related to the Massachusetts Business or the Greater Lawrence Incident] is our [removed: responsibility,] [added: responsibility or Eversource’s,] and we may expend substantial resources trying to determine whether we or Eversource has responsibility for the claim.

A disruption or failure of natural gas distribution systems, or within electric generation, transmission or distribution systems, in the event of a major hurricane, tornado, [added: or other major weather event, or] terrorist attack, acts of war, [added: including the political and economic disruption and uncertainty related to Russia’s military invasion of Ukraine,] civil unrest, cyber-attack (as further detailed above), accident, public health emergency, pandemic, or other catastrophic event could cause delays in completing sales, providing services, or performing other critical functions.

Also, companies in our industry face a heightened risk of exposure to [added: and have experienced] acts of terrorism and vandalism.

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

Climate change is exacerbating [removed: the] risks to our physical infrastructure by increasing the frequency of extreme weather, including heat stresses to power [removed: lines] [added: lines, cold temperature stress to our electric] and [added: gas systems, 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 [removed: stresses] [added: limits] on water used to supply services, and other extreme weather conditions.

With higher frequency of these and [removed: possibly] other [added: possible] extreme weather events it may become more costly for us to safely and reliably deliver certain products and services to our customers.

To the extent that we are unable to recover those costs, or if higher rates [removed: resulting] [added: arising] from recovery of such costs result in reduced demand for services, our future financial results may be adversely impacted.

Our strategy may be impacted by policy and legal, technology, [removed: market,] [added: 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, 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, [removed: resulting] [added: which may result] in less demand for our services.

Conversely, demand for our services may increase as a result of [added: customer changes in response to climate change.]

Any negative [removed: opinions] [added: views] with respect to our environmental practices or our ability to meet the challenges posed by climate change [removed: formed by] [added: from] regulators, customers, investors or legislators could harm our reputation and [removed: change] [added: 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*.* [added: For example, in February 2023, the Maryland Office of People's Counsel filed a petition with the Maryland Public Service Commission seeking an investigation regarding planning, practices, and future operations of natural gas suppliers in the state.]

Certain of the assumptions that could impact our ability to meet our emissions goal include, but are not limited to: the accuracy of current emission measurements, service territory size and capacity needs remaining in line with expectations; regulatory approval; impacts of future environmental regulations or legislation; impact of future GHG pricing regulations or legislation, including a future carbon tax or methane fee; price, availability and regulation of carbon offsets; price of fuel, such as natural gas; cost of energy generation technologies, such as wind and solar, natural gas and storage solutions; adoption of alternative energy by the public, including adoption of electric vehicles; rate of technology innovation with regards to alternative energy resources; our ability to implement our modernization plans for our pipelines and facilities; the ability to complete and implement generation alternatives to NIPSCO’s coal generation and retirement dates of NIPSCO’s coal facilities by [removed: 2030;] [added: 2028;] the ability to construct and/or permit new natural gas pipelines; the ability to procure resources needed to build at a reasonable cost, the lack of scarcity of resources and labor, project cancellations, construction delays or overruns and the ability to appropriately estimate costs of new generation; impact of any supply chain disruptions; and [removed: enhancement] [added: advancement] of energy efficiencies.

We had total consolidated indebtedness of [removed: $9,801.5] [added: $11,315.5] million outstanding as of December 31, [removed: 2021.][added: 2022.]

The credit rating agencies periodically review our ratings, taking into account factors such as our capital structure, earnings profile, [removed: and, in 2020] and [removed: 2021, the impacts of] [added: overall shifts in] the [removed: COVID-19 pandemic.][added: economy or business environment.]

As of December 31, [removed: 2021,] [added: 2022,] the collateral requirement that would be required in the event of a downgrade below the ratings trigger levels would amount to approximately [removed: $56.2] [added: $85.7] million.

The [removed: global outbreak of the novel coronavirus and its variants (COVID-19)] [added: COVID-19 pandemic] has adversely impacted and may continue to adversely impact our business, results of operations, financial condition, liquidity and cash flows.

Such factors and developments may include the [removed: geographic spread,] severity and duration of the COVID-19 pandemic, including whether there are periods of increased COVID-19 cases; the [removed: further spread of the Delta variant, Omicron variant or the] emergence of other new or more contagious variants that may render vaccines ineffective or less effective; disruption to our operations resulting from employee illnesses or any inability to attract, retain or motivate employees; the development, availability and administration of effective treatment or vaccines and the willingness of individuals to receive a [removed: vaccine or otherwise comply with various mandates;] [added: vaccine;] the extent and duration of the impact on the U.S. or global economy, including the pace and extent of recovery [removed: when] [added: from] the COVID-19 [removed: pandemic subsides;] [added: pandemic;] and the actions that have been or may be taken by various governmental authorities in response to the [removed: outbreak.][added: COVID-19 pandemic.]

Adverse economic and market conditions, including [removed: as a result of the COVID-19 pandemic,] [added: increased inflation,] increases in interest [removed: rates] [added: rates, recession] or changes in investor sentiment could materially and adversely affect our business, results of operations, cash flows, financial condition and liquidity.

[removed: Further, we] [added: We] rely on access to the capital markets to finance our liquidity and long-term capital requirements, including expenditures for our utility infrastructure and to comply with future regulatory requirements, to the extent not satisfied by the cash flow generated by our operations.

Successful implementation of our long-term business strategies, including capital investment, is dependent upon our ability to access the [removed: capital and credit markets, including the banking and commercial paper markets, on competitive terms and rates.]

Any change in rates, including changes in allowed rate of return, are subject [removed: to regulatory approval proceedings that can be contentious, lengthy, and subject to appeal.]

[added: If our] businesses are found to be in noncompliance, we could be subject to sanctions, including substantial monetary penalties, or damage to our reputation.

In particular, sales to large industrial customers, such as those in the steel, oil refining, industrial gas and related industries, are impacted by economic [removed: downturns, including the downturn resulting from the COVID-19 pandemic;] [added: downturns and recession;] geographic or technological shifts in production or production methods; and consumer demand for environmentally friendly products and practices.

The early settlement right triggered under certain circumstances and the supermajority rights of the [removed: mandatory convertible preferred stock] [added: Series C Mandatory Convertible Preferred Stock] following a fundamental change, could discourage a potential acquirer.

The fundamental change early settlement right with respect to the purchase contracts triggered under certain circumstances by a fundamental change and the supermajority voting rights of the [removed: mandatory convertible preferred stock] [added: Series C Mandatory Convertible Preferred Stock] in connection with certain [added: fundamental change transactions jointly could discourage a potential acquirer, including potential acquirers that would otherwise seek a transaction with us that would be attractive to our investors.]

Our Equity Units, initially consisting of Corporate Units, and related [removed: mandatory convertible preferred stock,] [added: Series C Mandatory Convertible Preferred Stock,] and the issuance and sale of common stock in settlement of the purchase contracts and conversion of mandatory convertible preferred stock, may all adversely affect the market price of our common stock and will cause dilution to our stockholders.

A decline in the market value of assets may increase the funding requirements of the obligations under the defined benefit pension [removed: plan.][added: plans.]

We are subject to a financial covenant under our revolving credit [removed: facility,] [added: facility and term credit agreement,] which requires us to maintain a debt to capitalization ratio that does not exceed 70%.

As of December 31, [removed: 2021,] [added: 2022,] the ratio was [removed: 57.4%.][added: 58.9%.]

Our insurance does not cover all costs and expenses that we have incurred relating to the Greater Lawrence Incident, and [removed: may] [added: does] not fully cover incidents that could occur in the future.

The Greater Lawrence Incident has materially adversely affected and may continue to materially adversely affect our financial condition, results of operations and cash [removed: flows.][added: flows and we may have continued financial liabilities related to the sale of the Massachusetts Business.]

[added: In] addition, if it is determined in other matters that we did not comply with applicable statutes, regulations or rules in connection with the operations or maintenance of our natural gas system, and we are ordered to pay additional amounts in penalties, or other amounts, our financial condition, results of operations, and cash flows could be materially and adversely affected.

On February 26, 2020, the Company entered into a DPA and Columbia of Massachusetts entered into a plea agreement with the U.S. Attorney’s Office to resolve the U.S. Attorney’s Office’s investigation relating to the Greater Lawrence Incident, which [removed: was subsequently approved by the United States District Court for the District of Massachusetts (the "Court").]

In some cases, compliance with new laws, regulations, tariffs and policies increases our [removed: costs.][added: costs or risks of liability.]

Our businesses are regulated under numerous environmental [removed: laws.][added: laws and regulations.]

The cost of compliance with these [removed: laws,] [added: laws] and [added: regulations, and] changes to or additions to, or reinterpretations of the [removed: laws,] [added: laws and regulations,] could be [removed: significant.][added: significant, and the cost of compliance may not be recoverable.]

Liability from the failure to comply with existing or changed laws [added: and regulations] could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We are exposed to significant reputational risks, which make us vulnerable to a loss of cost recovery, increased litigation and negative public perception.

As a utility company, we are subject to adverse publicity focused on the reliability of our services, the speed with which we are able to respond effectively to electric outages, natural gas leaks or events and related accidents and similar interruptions caused by storm damage, physical or cyber security incidents, or other unanticipated events, as well as our own or third parties’ actions or failure to act.

We are subject to prevailing labor markets and potential high attrition, which may impact the speed of our customer service response.

We are also facing supply chain challenges, the impacts of which may adversely impact our reputation in several areas as described elsewhere in these risk factors.

Further, as the intensity and frequency of significant weather events increases, insurers may reprice or remove themselves from insuring risks for which the company has historically maintained insurance, resulting in increased cost or risk to us.

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.

Diminished 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.

On November 7, 2022, we announced our goal of reaching net zero Scope 1 and 2 greenhouse gas emissions by 2040 (the “Net Zero Goal”).

Achieving the Net Zero Goal will require supportive regulatory and legislative policies, favorable stakeholder environments and advancement of technologies that are not currently economical to deploy, the impacts and costs of which are not fully understood at this time.

NIPSCO’s electric generation transition is a key element of the Net Zero Goal.

A continued economic downturn or recession, or slowing or stalled recovery from such economic downturn or recession, may have a material adverse effect on our business, financial condition, or results of operations.

Actions to reduce inflation, including raising interest rates, increase our cost of borrowing, which in turn could make it more difficult to obtain financing for our operations or investments on favorable terms.

capital and credit markets, including the banking and commercial paper markets, on competitive terms and rates.

The COVID-19 pandemic has resulted in widespread impacts on the global economy and financial markets.

to regulatory approval proceedings that can be contentious, lengthy, and subject to appeal.

We have significant obligations in these areas and hold significant assets in these trusts.

was subsequently approved by the United States District Court for the District of Massachusetts.

Existing environmental laws and regulations may be revised and new laws and regulations may be adopted or become applicable to us, with an increasing focus on the impact of coal and natural gas facilities that may result in significant additional expense and operating restrictions on our facilities, which may not be fully recoverable from customers and could materially affect the continued economic viability of our facilities.

Another area of significant uncertainty and risk are the regulations concerning CCR.

The EPA has issued regulations and plans to promulgate additional regulations concerning the management, transformation, transportation and storage of CCRs.

NIPSCO is also incurring or will incur costs associated with closing, corrective action, and ongoing monitoring of certain CCR impoundments.

We have two pending petitions at the Indiana Utility Regulatory Commission (IURC) seeking recovery of ash pond closure costs related to federal regulations governing CCRs at the Michigan City and R.M. Schahfer Generating Stations and believe there is supportive Indiana law authorizing such recovery.

Further, a release of CCR to the environment could result in remediation costs, penalties, claims, litigation, increased compliance costs, and reputational damage.

We currently have a pending application with the EPA to continue operation of a CCR impoundment that is tied to operation of R.M. Schahfer Generating Station Units 17 and 18 to the end of 2025, with the CCR impoundment closing by October 2028.

proposed and final EPA actions denying continued operation of CCR impoundments at other utilities, EPA said that CCR impoundments should cease receipt of CCRs within 135 days of final EPA action unless certain conditions are demonstrated, such as potential reliability issues.

In the event that approval is not obtained, future operations could be impacted.

The IRA imposed a 15 percent minimum tax rate on book earnings for corporations with higher than $1 billion of annual income, along with a 1 percent excise tax on corporate stock repurchases while providing tax incentives to promote various clean energy initiatives.

We are currently assessing the potential impact of these legislative changes.

[Table of Content](#ide8138260fb24015991c34d57214f047_7)[s](#ide8138260fb24015991c34d57214f047_7)

NISOURCE INC.

several areas as described elsewhere in these risk factors.

We have continued financial liabilities related to the sale of the Massachusetts Business.

On October 9, 2020, we completed the sale of the Massachusetts Business to Eversource.

The sale of the Massachusetts Business involves separation or carve-out activities and costs and possible disputes with Eversource.

We have continued financial liabilities with respect to the business conducted by Columbia of Massachusetts, as we retain responsibility for, and have agreed to indemnify Eversource against, certain liabilities.

This responsibility includes liabilities for any fines arising out of the Greater Lawrence Incident and liabilities of Columbia of Massachusetts or its affiliates pursuant to civil claims for injury of persons or damage to property to the extent such injury or damage occurred prior to the closing in connection with the Massachusetts Business.

The impacts of natural disasters, acts of terrorism, acts of war, civil unrest, cyber-attacks, accidents, public health emergencies or other catastrophic events may disrupt operations and reduce the ability to service customers.

Further, as the intensity and frequency of significant weather events increases, it may impact our ability to secure cost-efficient insurance as described above.

ITEM 1A.

RISK FACTORS

customer changes in response to climate change.

NIPSCO’s electric generation transition is a key element of our goal to achieve a 90% reduction in our Scope 1 GHG emissions by 2030 compared with 2005 levels.

The COVID-19 pandemic has resulted in widespread impacts on the global economy and financial markets and could lead to a prolonged reduction in economic activity, extended disruptions to supply chains and capital markets, and reduced labor availability and productivity.

We continue to monitor how COVID-19 is affecting our workforce, customers, suppliers, operations, financial results and cash flow.

The extent of the impact in the future will vary and depend on the duration and severity of the impact on the global, national and local economies.

Our future operating results and liquidity may continue to be impacted by the pandemic, but the extent of the impact remains uncertain.

Primarily in 2020, we experienced lower revenues, higher expenses for personal protective equipment and supplies, and higher bad debt expense as a consequence of the pandemic, which negatively impacted our results of operations.

Although our revenues were higher in 2021 compared to 2020, we may continue to experience ongoing impact of the pandemic, which includes, but is not limited to:

- Lower revenue and cash flow, resulting from the decrease in commercial and industrial gas and electric demand as businesses comply with operating restrictions and/or businesses experience negative economic impact from the pandemic, potentially offset by higher residential demand;

- Lower revenue and cash flow in the event of the suspension of late payment and reconnection fees in some jurisdictions;

- A decline in revenue due to an increase in customer attrition rates, as well as lower revenue growth if customer additions slow due to a prolonged economic downturn;

- A continued increase in bad debt and a decrease in cash flows resulting from the suspension of shut-offs and the inability of our customers to pay for their gas and electric service due to job loss or other factors, partially offset by regulatory deferrals;

- Lower revenues on a prolonged basis resulting from higher customer bankruptcies, predominately focused on commercial and industrial customers not able to sustain operations through any broader economic downturn;

- A continued delay in cash flows as more customers utilize the more flexible payment plans we offer; and

- An increase in internal labor costs from higher overtime.

We also face the risk of not achieving operational compliance and/or customer requirements because of work restrictions or unavailable employees due to the pandemic.

For more information regarding the items above and additional items related to the pandemic that we are evaluating and monitoring, please see our discussion of these topics in Part II., Item 7.

"Management

Discussion and Analysis of Financial Condition and Results of Operations - Executive Summary - Introduction - COVID-19" in this report and in our future filings with the Securities and Exchange Commission.

To the extent the pandemic adversely affects our business, results of operations, financial condition, liquidity or cash flows, it may also have the effect of heightening many of the other Risk Factors described herein.

The continued spread of COVID-19 has resulted in widespread impacts on the global economy and financial markets and could lead to a prolonged reduction in economic activity, disruptions to supply chains and capital markets, and reduced labor availability and productivity.

In connection with the pandemic, certain state regulatory commissions instituted disconnection moratoriums and the suspension of collection of late payment fees, deposits and reconnection fees, which impacted our ability to pursue our standard credit risk mitigation practices.

Following the issuance of these moratoriums, certain of our regulated operations have been authorized to record a regulatory asset for bad debt expense above levels currently in rates.

We have reinstated our common credit mitigation practices as moratoriums have expired, but it is possible that such moratoriums will be reinstated as the pandemic continues.

In addition, the pandemic has impacted our physical business operations, resulting in delays in conducting certain residential work and additional costs required to comply with pandemic-related health and safety protocols.

Refer to Note 15, “Long-Term Debt,” in the Notes to Consolidated Financial Statements for information related to outstanding long-term debt and maturities of that debt.

If our

As stated above, in connection with the COVID-19 pandemic, state regulatory moratoriums, which have now expired, impacted our ability to pursue our standard credit risk mitigation practices.

fundamental change transactions jointly could discourage a potential acquirer, including potential acquirers that would otherwise seek a transaction with us that would be attractive to our investors.

[added: We are also seeing increasing prices] associated with certain materials and supplies.

We are ensuring that we use all internal human capital programs (development, leadership enablement programs, succession, performance management) to promote retention of our current employees along with having [added: a] competitive and attractive appeal for potential recruits.

With a focus on workforce planning, we are [added: anticipating to evaluate our talent footprint for the future by] creating flexible work arrangements where we can, [removed: and being anticipatory in evaluating our talent footprint for the future] to ensure we have the right people, in the right role, and at the right time.

For the year ended December 31, [removed: 2021,] [added: 2022,] we [removed: have] [added: did] not [removed: seen] [added: see] this [removed: increase] [added: volatility] have a material impact on our results of operations.

For more information on our commodity price impacts, see [removed: " - Results] [added: "Results] and Discussion of Segment Operations - Gas Distribution Operations," and [removed: " - Market] [added: "Market] Risk Disclosures."

For more information on global availability of materials for our renewable projects, see [removed: " - Results] [added: "Results] and Discussion of Segment Operations - Electric Operations - Electric Supply and Generation Transition."

A summary of our consolidated financial results for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] are presented below:

| Year Ended December 31*,* *(in millions, except per share amounts)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | |

| Operating Revenues | | | $ | [removed: 4,899.6] [added: 5,850.6] | | | | | $ | [removed: 4,681.7] [added: 4,899.6] | | | | | $ | [removed: 5,208.9] [added: 4,681.7] | | | | | $ | [removed: 217.9] [added: 951.0] | | | | | $ | [removed: (527.2)] [added: 217.9] | |

| Cost of energy | | | [removed: 1,392.3] [added: 2,110.5] | | | | | | [removed: 1,109.3] [added: 1,392.3] | | | | | | [removed: 1,534.8] [added: 1,109.3] | | | | | | [removed: (283.0)] [added: (718.2)] | | | | | | [removed: 425.5] [added: (283.0)] | | |

| Other Operating Expenses | | | [removed: 2,500.4] [added: 2,474.3] | | | | | | [removed: 3,021.6] [added: 2,500.4] | | | | | | [removed: 2,783.4] [added: 3,021.6] | | | | | | [removed: 521.2] [added: 26.1] | | | | | | [removed: (238.2)] [added: 521.2] | | |

| Total Operating Expenses | | | [removed: 3,892.7] [added: 4,584.8] | | | | | | [removed: 4,130.9] [added: 3,892.7] | | | | | | [removed: 4,318.2] [added: 4,130.9] | | | | | | [removed: 238.2] [added: (692.1)] | | | | | | [removed: 187.3] [added: 238.2] | | |

| Operating Income | | | [removed: 1,006.9] [added: 1,265.8] | | | | | | [removed: 550.8] [added: 1,006.9] | | | | | | [removed: 890.7] [added: 550.8] | | | | | | [removed: 456.1] [added: 258.9] | | | | | | [removed: (339.9)] [added: 456.1] | | |

| Total Other Deductions, Net | | | [removed: (300.3)] [added: (309.4)] | | | | | | [removed: (582.1)] [added: (300.3)] | | | | | | [removed: (384.1)] [added: (582.1)] | | | | | | [removed: 281.8] [added: (9.1)] | | | | | | [removed: (198.0)] [added: 281.8] | | |

| Income Taxes | | | [removed: 117.8] [added: 164.6] | | | | | | [removed: (17.1)] [added: 117.8] | | | | | | [removed: 123.5] [added: (17.1)] | | | | | | [removed: (134.9)] [added: (46.8)] | | | | | | [removed: 140.6] [added: (134.9)] | | |

| Net Income (Loss) | | | [removed: 588.8] [added: 791.8] | | | | | | [removed: (14.2)] [added: 588.8] | | | | | | [removed: 383.1] [added: (14.2)] | | | | | | [removed: 603.0] [added: 203.0] | | | | | | [removed: (397.3)] [added: 603.0] | | |

| Net income (loss) attributable to noncontrolling interest | | | [removed: 3.9] [added: (12.3)] | | | | | | [removed: 3.4] [added: 3.9] | | | | | | [removed: —] [added: 3.4] | | | | | | [removed: (0.5)] [added: 16.2] | | | | | | [removed: (3.4)] [added: (0.5)] | | |

| Net Income (Loss) attributable to NiSource | | | [removed: 584.9] [added: 804.1] | | | | | | [removed: (17.6)] [added: 584.9] | | | | | | [removed: 383.1] [added: (17.6)] | | | | | | [removed: 602.5] [added: 219.2] | | | | | | [removed: (400.7)] [added: 602.5] | | |

| Net Income (Loss) Available to Common Shareholders | | | [removed: 529.8] [added: 749.0] | | | | | | [removed: (72.7)] [added: 529.8] | | | | | | [removed: 328.0] [added: (72.7)] | | | | | | [removed: 602.5] [added: 219.2] | | | | | | [removed: (400.7)] [added: 602.5] | | |

| Basic Earnings (Loss) Per Share | | | $ | [removed: 1.35] [added: 1.84] | | | | | $ | [removed: (0.19)] [added: 1.35] | | | | | $ | [removed: 0.88] [added: (0.19)] | | | | | $ | [removed: 1.54] [added: 0.49] | | | | | $ | [removed: (1.07)] [added: 1.54] | |

| Diluted Earnings (Loss) Per Share | | | $ | [removed: 1.27] [added: 1.70] | | | | | $ | [removed: (0.19)] [added: 1.27] | | | | | $ | [removed: 0.87] [added: (0.19)] | | | | | $ | [removed: 1.46] [added: 0.43] | | | | | $ | [removed: (1.06)] [added: 1.46] | |

The change in Other deductions, net in [removed: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] is primarily driven by [removed: the loss on early extinguishment of debt in 2020, lower] [added: higher] long-term and short-term debt interest in [removed: 2021] [added: 2022] and [removed: higher] [added: lower] non-service pension benefits partially offset by [added: the interest rate swap settlement gain in 2022 and] charitable contributions in 2021.

See Note 15, "Long-Term Debt," Note 16, "Short-Term Borrowings," and Note 12, "Pension and Other [removed: Postretirement] [added: Postemployment] Benefits," in the Notes to [removed: the] Consolidated Financial Statements for additional information.

Financial and operational data for the Gas Distribution Operations segment for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] are presented below:

| Year Ended December 31, *(in millions)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | |

| Operating Revenues | | | $ | [removed: 3,183.5] [added: 4,019.8] | | | | | $ | [removed: 3,140.1] [added: 3,183.5] | | | | | $ | [removed: 3,522.8] [added: 3,140.1] | | | | | $ | [removed: 43.4] [added: 836.3] | | | | | $ | [removed: (382.7)] [added: 43.4] | |

| Cost of energy | | | [removed: 962.7] [added: 1,534.8] | | | | | | [removed: 794.2] [added: 962.7] | | | | | | [removed: 1,067.6] [added: 794.2] | | | | | | [removed: (168.5)] [added: (572.1)] | | | | | | [removed: 273.4] [added: (168.5)] | | |

| Operation and maintenance | | | [removed: 993.8] [added: 1,045.3] | | | | | | [removed: 1,138.0] [added: 993.8] | | | | | | [removed: 935.7] [added: 1,138.0] | | | | | | [removed: 144.2] [added: (51.5)] | | | | | | [removed: (202.3)] [added: 144.2] | | |

| Depreciation and amortization | | | [removed: 383.0] [added: 415.9] | | | | | | [removed: 363.1] [added: 383.0] | | | | | | [removed: 403.2] [added: 363.1] | | | | | | [removed: (19.9)] [added: (32.9)] | | | | | | [removed: 40.1] [added: (19.9)] | | |

| Loss [added: (gain)] on sale of fixed assets and impairments, net | | | [removed: 8.7] [added: (103.9)] | | | | | | [removed: 412.4] [added: 8.7] | | | | | | [removed: 0.1] [added: 412.4] | | | | | | [removed: 403.7] [added: 112.6] | | | | | | [removed: (412.3)] [added: 403.7] | | |

| Other taxes | | | [removed: 217.8] [added: 211.9] | | | | | | [removed: 233.3] [added: 217.8] | | | | | | [removed: 231.1] [added: 233.3] | | | | | | [removed: 15.5] [added: 5.9] | | | | | | [removed: (2.2)] [added: 15.5] | | |

| Total Operating Expenses | | | [removed: 2,566.0] [added: 3,104.0] | | | | | | [removed: 2,941.0] [added: 2,566.0] | | | | | | [removed: 2,847.4] [added: 2,941.0] | | | | | | [removed: 375.0] [added: (538.0)] | | | | | | [removed: (93.6)] [added: 375.0] | | |

| Operating Income | | | $ | [removed: 617.5] [added: 915.8] | | | | | $ | [removed: 199.1] [added: 617.5] | | | | | $ | [removed: 675.4] [added: 199.1] | | | | | $ | [removed: 418.4] [added: 298.3] | | | | | $ | [removed: (476.3)] [added: 418.4] | |

| Residential | | | $ | [removed: 2,143.4] [added: 2,609.6] | | | | | $ | [removed: 2,110.6] [added: 2,143.4] | | | | | $ | [removed: 2,317.2] [added: 2,110.6] | | | | | $ | [removed: 32.8] [added: 466.2] | | | | | $ | [removed: (206.6)] [added: 32.8] | |

| Commercial | | | [removed: 731.0] [added: 942.4] | | | | | | [removed: 679.7] [added: 731.0] | | | | | | [removed: 775.1] [added: 679.7] | | | | | | [removed: 51.3] [added: 211.4] | | | | | | [removed: (95.4)] [added: 51.3] | | |

| Industrial | | | [removed: 197.2] [added: 221.5] | | | | | | [removed: 213.8] [added: 197.2] | | | | | | [removed: 245.8] [added: 213.8] | | | | | | [removed: (16.6)] [added: 24.3] | | | | | | [removed: (32.0)] [added: (16.6)] | | |

| Off-System | | | [removed: 71.3] [added: 192.9] | | | | | | [removed: 41.0] [added: 71.3] | | | | | | [removed: 77.7] [added: 41.0] | | | | | | [removed: 30.3] [added: 121.6] | | | | | | [removed: (36.7)] [added: 30.3] | | |

| Other | | | [removed: 40.6] [added: 53.4] | | | | | | [removed: 95.0] [added: 40.6] | | | | | | [removed: 107.0] [added: 95.0] | | | | | | [removed: (54.4)] [added: 12.8] | | | | | | [removed: (12.0)] [added: (54.4)] | | |

| Total | | | $ | [removed: 3,183.5] [added: 4,019.8] | | | | | $ | [removed: 3,140.1] [added: 3,183.5] | | | | | $ | [removed: 3,522.8] [added: 3,140.1] | | | | | $ | [removed: 43.4] [added: 836.3] | | | | | $ | [removed: (382.7)] [added: 43.4] | |

| Residential | | | [removed: 231.2] [added: 249.0] | | | | | | [removed: 249.5] [added: 231.2] | | | | | | [removed: 274.9] [added: 249.5] | | | | | | [removed: (18.3)] [added: 17.8] | | | | | | [removed: (25.4)] [added: (18.3)] | | |

timing of these projects as well as consider the broad market issues facing the industry.

We remain on track to retire R.M Schahfer's remaining two coal units by the end of 2025.

In August 2022, the IRA was signed into law.

We are evaluating the impact of this legislation to our renewable projects with potential to drive increased value to customers as part of our expansion of renewable projects and generation transition strategy.

However, the leveraging of the IRA will be considered on a project-by-project basis and evaluate several factors, both quantitative and qualitative, that results in the best position for project success as well as customer and company considerations.

For additional information, see "Results and Discussion of Segment Operations - Electric Operations," in this Management's Discussion.

In 2021, we announced and filed with the IURC the Preferred Energy Resource Plan associated with our 2021 Integrated Resource Plan ("2021 Plan").

The 2021 Plan lays out a timeline to retire the Michigan City Generating Station by the end of 2028.

The 2021 Plan calls for the replacement of the retiring units with a diverse portfolio of resources including demand side management resources, incremental solar, stand-alone energy storage and upgrades to existing facilities at the Sugar Creek Generating Station, among other steps.

Additionally, the 2021 Plan calls for a natural gas peaking unit to replace existing vintage gas peaking units at the R.M. Schahfer Generating Station to support system reliability and resiliency, as well as upgrades to the transmission system to enhance our electric generation transition.

The planned retirement of the two vintage gas peaking units at the R.M. Schahfer Generating Station is also expected to occur by the end of 2028.

Final retirement dates for these units, as well as Michigan City, will be subject to MISO approval.

We are continuing to evaluate potential projects under the 2021 Plan given the responses to our Request for Proposal issued in August 2022.

Transformation: The NiNext initiative, which commenced in 2020, focused on optimizing our workforce and advancing our operations.

NiNext has been foundational in preparing for incremental, enterprise-wide investments to address inefficiencies in our current technology footprint, which stem primarily from a complex array of legacy systems.

We plan to address these inefficiencies through our Enterprise Transformation Roadmap with investments in technology systems and infrastructure.

As a result of these investments, we will deliver more modern, dependable, and secure IT systems backed with standardized processes to reduce the operating risks of our business, increase workforce efficiencies, and increase visibility to data which will be leveraged to drive risk-informed decisions.

Our Enterprise Transformation Roadmap will position us to accomplish future strategic investments and aspirational goals.

Economic Environment: We are monitoring risks related to increasing order and delivery lead times for construction and other materials, increasing risk of unavailability of materials due to global shortages in raw materials, and risk of decreased construction labor productivity in the event of disruptions in the availability of materials.

For more information on supply chain impacts to our electric generation strategy, see "Results and Discussion of Segment Operations - Electric Operations," in this Management's Discussion.

Early in 2022, NIPSCO experienced a rail service shortage in deliveries of coal, particularly to its Michigan City Generating Station, and the primary rail carrier for that generating station was unable to provide assurance of adequate future service to maintain coal inventory.

A lack of adequate coal deliveries to any of our coal-fired generating facilities for an extended period could deplete our inventories to a level that prevents the generating station from running, and NIPSCO would need to rely on market purchases of replacement power, which could increase the cost of electricity for NIPSCO's customers.

NIPSCO believes these shortages have been resolved but continues to monitor deliveries of coal from its rail carriers.

This did not have a material impact on our operations in 2022.

We experienced an increase in natural gas costs as the spot market for natural gas substantially increased throughout much of 2022, followed by a decrease in the price of natural gas since November 2022.

Nationally, levels of gas in storage were lower in 2022 compared to 2021, liquified natural gas exports to Europe continued at a steady pace, and domestic production saw a recent decline in demand.

These factors drove increased volatility in the marketplace, which influenced customer bills

throughout 2022.

While production was increasing towards the end of 2022, weather changes have limited demand and decreased withdrawals, causing inventory balances to be higher compared to 2021.

With this decline in price, we expect to see lower volatility and declining customer bills.

Due to rising interest rates, we experienced higher interest expense in 2022 compared to 2021 associated with short-term borrowings.

We continue to evaluate our financing plan to manage interest expense and exposure to rates.

For more information on interest rate risk, see "Market Risk Disclosures".

The increase in net income available to common shareholders during 2022 was primarily due to higher revenues from outcomes of gas base rate proceedings and regulatory capital programs, as well as an insurance settlement related to the Greater Lawrence Incident, offset by higher income taxes in 2022 compared to 2021.

The increase in income tax expense in 2022 compared to the same period in 2021 is primarily attributable to higher pre-tax income, offset by higher state flow through and the reduction of the Pennsylvania corporate income tax rate.

| Higher revenue related to off system sales | | | 8.8 | | |

| Property insurance settlement related to the Greater Lawrence Incident | | | $ | 105.0 | |

| Lower NiSource Next program expenses | | | 20.0 | | |

| Loss on sale and expenses related to the Massachusetts Business in 2021 | | | 16.6 | | |

| Higher fleet expenses | | | (5.5) | | |

NISOURCE INC.

We have also seen an increase in gas costs that we expect to have an effect on customer bills.

The increase in net income available to common shareholders during 2021 was primarily due to higher operating income for the year ended December 31, 2021 compared to the same period in 2020.

Operating revenues were higher due to favorable rate case outcomes in 2021.

Operating expenses were lower as we did not have expenses associated with the Massachusetts business in 2021, and the loss on sale of the Massachusetts business was primarily incurred in 2020.

In addition, we recognized a favorable change in total other deductions, which was partially offset by an increase in income tax expense in 2021.

See below for the primary drivers of this change.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The lower interest in 2021 was due to the early extinguishment of high rate debt in 2020 and lower balances on short-term debt during the year ended December 31, 2021 compared to the same period in 2020.

The increase in income tax expense in 2021 compared to the same period in 2020 is primarily attributable to higher pre-tax income, resulting from the items discussed above, state jurisdictional mix of pre-tax income in 2021 tax effected at statutory tax rates and increased amortization of excess deferred federal income taxes in 2021 compared to 2020.

These items are offset by decreased deferred tax expense recognized on the sale of the Columbia of Massachusetts' regulatory liability in 2020, established due to TCJA in 2017, that would have otherwise been recognized over the amortization period and one-time adjustments to deferred tax balances.

| Impairment of intangible assets | | | — | | | | | | — | | | | | | 209.7 | | | | | | — | | | | | | 209.7 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Revenues associated with the Massachusetts Business in 2020 | | | $ | (223.1) | |

| Cost of energy associated with the Massachusetts Business in 2020 | | | (108.8) | | |

| Operation and maintenance trackers associated with the Massachusetts Business in 2020 | | | (36.8) | | |

| Loss on sale of the Massachusetts Business of $6.8 million in 2021 compared to $412.4 million in 2020 | | | $ | 405.6 | |

| Operating expenses associated with the Massachusetts Business in 2020 | | | 202.2 | | |

| Lower expense related to the NiSource Next initiative in 2021 compared to 2020 | | | 3.6 | | |

| Other | | | (3.1) | | |

| Cost of energy associated with the Massachusetts Business in 2020 | | | 108.8 | | |

| Operation and maintenance trackers associated with the Massachusetts Business in 2020 | | | 36.8 | | |

| Higher revenue due to the effects of resuming common credit mitigation practices | | | 2.9 | | |

| Other | | | 2.6 | | |

The increase in total volumes sold in 2021 compared to 2020 of 1,027.8 GWh was primarily attributable to decreased usage by industrial and commercial customers during the second and third quarters of 2020 due to COVID-19.

There was no significant variance during the first three months and last three months of 2021 compared to the same period in 2020.

| Higher other than income taxes primarily related to property tax and gross receipts tax expense | | | (3.8) | | |

| Higher corporate insurance costs | | | (1.7) | | |

| Lower environmental costs | | | 8.6 | | |

| Other | | | (2.0) | | |

We expect to have capital investment requirements of approximately $2.0 billion, primarily in 2022 and 2023, to replace the generation capacity of R.M. Schahfer Generating Station's coal-fired units.

We retired R.M. Schahfer Generating Station Units 14 and 15 on October 1, 2021.

The remaining two units are still scheduled to be retired in 2023.

The following table summarizes the executed PPAs and BTAs from our generation transition:

| Jordan Creek | | | 20 year PPA | | | Wind | | | 400 | | | — | | | | | | 6/05/2019 | | | In Service (12/10/2020) | | |

| Rosewater(1) | | | BTA | | | Wind | | | 102 | | | — | | | | | | 8/07/2019 | | | In Service (12/29/2020) | | |

| Indiana Crossroads Wind(1) | | | BTA | | | Wind | | | 302 | | | — | | | | | | 2/19/2020 | | | In Service (12/17/2021) | | |

The potential delays to solar panel deliveries relate to the U.S. Department of Homeland Security's June 24, 2021 Withhold Release Order on silica-based products made by Hoshine Silicon Industry Co., Ltd. For all affected projects, the sellers have informed us that they are working diligently to mitigate potential impacts and determine recovery plans, where applicable, in order to minimize potential delays or failures to perform under the agreements.

Quantitative and Qualitative Disclosures about Market Risk are reported in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk Disclosures.”

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NISOURCE INC.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Index | | | Page | | |

| [Report of Independent Registered Public Accounting Firm](#ide8138260fb24015991c34d57214f047_124) | | | [56](#ide8138260fb24015991c34d57214f047_124) | | |

| [Statements of Consolidated Income (Loss)](#ide8138260fb24015991c34d57214f047_127) | | | [58](#ide8138260fb24015991c34d57214f047_127) | | |

| [Statements of Consolidated Comprehensive Income (Loss)](#ide8138260fb24015991c34d57214f047_130) | | | [59](#ide8138260fb24015991c34d57214f047_130) | | |

| [Consolidated Balance Sheets](#ide8138260fb24015991c34d57214f047_133) | | | [60](#ide8138260fb24015991c34d57214f047_133) | | |

| [Statements of Consolidated Cash Flows](#ide8138260fb24015991c34d57214f047_136) | | | [62](#ide8138260fb24015991c34d57214f047_136) | | |

| [Statements of Consolidated Stockholders' Equity](#ide8138260fb24015991c34d57214f047_139) | | | [63](#ide8138260fb24015991c34d57214f047_139) | | |

| [Notes to Consolidated Financial Statements](#ide8138260fb24015991c34d57214f047_142) | | | [65](#ide8138260fb24015991c34d57214f047_145) | | |

| 1[. Nature of Operations and Summary of Significant Accounting Policies](#ide8138260fb24015991c34d57214f047_145) | | | [65](#ide8138260fb24015991c34d57214f047_145) | | |

| 2[. Recent Accounting Pronouncements](#ide8138260fb24015991c34d57214f047_148) | | | [68](#ide8138260fb24015991c34d57214f047_148) | | |

| 3[. Revenue Recognition](#ide8138260fb24015991c34d57214f047_154) | | | [69](#ide8138260fb24015991c34d57214f047_154) | | |

| 4[. Variable Interest Entities](#ide8138260fb24015991c34d57214f047_157) | | | [72](#ide8138260fb24015991c34d57214f047_157) | | |

| 5[. Earnings Per Share](#ide8138260fb24015991c34d57214f047_160) | | | [73](#ide8138260fb24015991c34d57214f047_160) | | |

| 6[. Property, Plant and Equipment](#ide8138260fb24015991c34d57214f047_163) | | | [75](#ide8138260fb24015991c34d57214f047_163) | | |

| 7[. Goodwill and Other Intangible Assets](#ide8138260fb24015991c34d57214f047_166) | | | [76](#ide8138260fb24015991c34d57214f047_166) | | |

| 8[. Asset Retirement Obligations](#ide8138260fb24015991c34d57214f047_169) | | | [76](#ide8138260fb24015991c34d57214f047_169) | | |

| 9[. Regulatory Matters](#ide8138260fb24015991c34d57214f047_172) | | | [76](#ide8138260fb24015991c34d57214f047_172) | | |

| 10[. Risk Management Activities](#ide8138260fb24015991c34d57214f047_178) | | | [81](#ide8138260fb24015991c34d57214f047_178) | | |

| 11[. Income Taxes](#ide8138260fb24015991c34d57214f047_181) | | | [82](#ide8138260fb24015991c34d57214f047_181) | | |

| 12[. Pension and Other Postretirement Benefits](#ide8138260fb24015991c34d57214f047_184) | | | [85](#ide8138260fb24015991c34d57214f047_184) | | |

| 13[. Equity](#ide8138260fb24015991c34d57214f047_190) | | | [95](#ide8138260fb24015991c34d57214f047_190) | | |

| 14[. Share-Based Compensation](#ide8138260fb24015991c34d57214f047_193) | | | [99](#ide8138260fb24015991c34d57214f047_193) | | |

| 15[. Long-Term Debt](#ide8138260fb24015991c34d57214f047_196) | | | [102](#ide8138260fb24015991c34d57214f047_196) | | |

| 16[. Short-Term Borrowings](#ide8138260fb24015991c34d57214f047_199) | | | [103](#ide8138260fb24015991c34d57214f047_199) | | |

| 17[. Leases](#ide8138260fb24015991c34d57214f047_202) | | | [104](#ide8138260fb24015991c34d57214f047_202) | | |

| 18[. Fair Value](#ide8138260fb24015991c34d57214f047_208) | | | [106](#ide8138260fb24015991c34d57214f047_208) | | |

| | | | | | |

| 19[. Other Commitments and Contingencies](#ide8138260fb24015991c34d57214f047_214) | | | [110](#ide8138260fb24015991c34d57214f047_214) | | |

| 20[. Accumulated Other Comprehensive Loss](#ide8138260fb24015991c34d57214f047_217) | | | [114](#ide8138260fb24015991c34d57214f047_217) | | |

| 21[. Segments of Business](#ide8138260fb24015991c34d57214f047_226) | | | [114](#ide8138260fb24015991c34d57214f047_226) | | |

| 22[. Other, Net](#ide8138260fb24015991c34d57214f047_220) | | | [116](#ide8138260fb24015991c34d57214f047_220) | | |

| 23[. Interest Expense, Net](#ide8138260fb24015991c34d57214f047_223) | | | [116](#ide8138260fb24015991c34d57214f047_223) | | |

| | | | | | |

| 24[. Supplemental Cash Flow Information](#ide8138260fb24015991c34d57214f047_232) | | | [117](#ide8138260fb24015991c34d57214f047_232) | | |

[removed: family days,] [added: We also offer] competitive medical, dental, vision, life and [removed: long term] [added: long-term] disability [removed: programs] [added: programs,] including employee health savings account company contributions.

We [removed: also] have a robust program to support employee, contractor and public safety, which is led by our Chief Safety Officer and is [removed: under the oversight of] [added: overseen by] the [removed: Environmental, Safety] [added: Safety, Operations, Regulatory] and [removed: Sustainability] [added: Policy] Committee of our Board.

In addition to our [removed: diversity, equity and inclusion,] [added: DE&I,] recruiting, development and retention programs described above, we also invest in internal communications programs, including in-person and virtual learning and networking [removed: opportunities] [added: opportunities,] as well as regular [removed: executive] [added: town hall] communications [removed: to] [added: with] employees.

Our executive leadership team, including our Chief Executive Officer, communicates directly and regularly with all employees on timely ethics topics through electronic messages, coffee chats, [removed: management forums] and all-employee town hall meetings.

To instill and reinforce our values and culture, we require our employees to participate in regular [removed: training] [added: trainings] on [removed: rotating] ethics and compliance topics each year, [removed: including, among others,] [added: including] raising concerns, treating others with respect, preventing discrimination in the workplace, anti-bribery and corruption, data protection, unconscious biases, harassment, conflicts of interest, and [added: how to use] the anonymous ethics and compliance hotline.

We measure and monitor culture and employee engagement through a variety of channels including [removed: pulse surveys] [added: employee lifecycle, pulse,] and [removed: engagement] [added: census] surveys.

For a listing of material subsidiaries of [removed: NiSource] [added: NiSource,] refer to Exhibit 21.

| Lloyd M. Yates | | | | | | [removed: 61] [added: 62] | | | | | | President and Chief Executive Officer [removed: of NiSource since February 2022] | | |

| | | | | | | | | | | | | Executive Vice President, Customer and Delivery Operations, and President, [removed: Carolina] [added: Carolinas] Region, [removed: at] [added: of] Duke Energy [removed: Corporation, an electric power and natural gas company,] [added: Corporation] from 2014 to 2019. | | |

| Donald E. Brown | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice [removed: President,] [added: President and] Chief Financial Officer [removed: and President, NiSource Corporate Services] | | |

| Kimberly S. Cuccia | | | | | | [removed: 38] [added: 39] | | | | | | [added: Senior] Vice President, [removed: Interim] General Counsel and Corporate Secretary | | |

| Shawn Anderson | | | | | | [removed: 40] [added: 41] | | | | | | Senior Vice [removed: President] [added: President,Strategy] and Chief [removed: Strategy and] Risk Officer [removed: of NiSource since June 2020.] | | |

| [removed: Violet G. Sistovaris] [added: William Jefferson, Jr] | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice [removed: President] [added: President, Operations] and Chief [removed: Experience] [added: Safety] Officer | | |

Our operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the [removed: trading] [added: market] price of our common stock.

[removed: - We] [added: We] may not be able to execute our business plan or growth [removed: strategy.][added: strategy, including the NIPSCO Minority Interest Sale and utility infrastructure investments.]

[removed: - The] [added: Aspects of the] implementation of our electric generation [removed: strategy] [added: strategy, including the retirement of our coal generation units,] may [added: be delayed and may] not achieve intended [removed: results.][added: results.]

[removed: - Actions] [added: Actions] of activist stockholders could negatively affect our business and stock price and cause us to incur significant [removed: expenses.][added: expenses.]

[removed: - The] [added: The] impacts of [added: natural disasters, acts of terrorism, acts of war, civil unrest, cyber-attacks, accidents, public health emergencies or other] catastrophic events may disrupt operations and reduce the ability to service [removed: customers.][added: customers.]

[removed: - Adverse economic and market conditions could materially and adversely affect] [added: To the extent that delays occur or costs increase, customer affordability as well as] our [removed: business,] [added: business operations,] results of operations, cash [removed: flows,] [added: flows and] financial condition [removed: and liquidity.][added: could be materially adversely affected.]

Business or regulatory conditions may result in [removed: us not being able] [added: our inability] to execute our business plan or growth strategy, including [added: the NIPSCO Minority Interest Sale and] identified, planned and other utility infrastructure investments, which includes investments related to natural gas pipeline modernization and [removed: investments related to] our renewable energy [removed: projects] [added: projects,] and the build-transfer execution goals within our business plan.

Our [removed: “NiSource Next” initiative, a comprehensive program] [added: Enterprise Transformation Roadmap initiatives are] designed to identify long-term sustainable capability [removed: enhancements and] [added: enhancements,] cost optimization improvements, [added: technology investments and work process optimization,] has increased the volume and pace of change and may not be effective as it continues.

In addition, we consider acquisitions or dispositions of assets or businesses, [removed: joint ventures] [added: JVs, including in connection with the NIPSCO Minority Interest Sale,] and mergers from time to time as we execute on our business plan and growth strategy.

Even if our business plan and growth strategy are executed, there is still risk of, among other things, human error in maintenance, installation or operations, shortages or delays in obtaining equipment, [added: including as a result of transportation delays] and [added: availability, labor availability and] performance below expected levels (in addition to the other risks discussed in this section).

We are currently experiencing, and expect to continue to experience, supply chain [removed: challenges] [added: challenges, including labor availability issues,] impacting our ability to obtain materials for our gas and electric projects.

Risks to our capital [removed: projects is] [added: projects, including risks related to supply chain challenges and labor availability, are] described in a separate risk factor below.

Our gas distribution and transmission activities, as well as generation, [removed: transmission,] [added: transmission] and distribution of electricity, involve a variety of inherent hazards and operating risks, including, but not limited to, gas leaks and over-pressurization, downed power lines, stray electrical voltage, excavation or vehicular damage to our infrastructure, outages, environmental spills, mechanical problems and other incidents, which could cause substantial financial losses, as demonstrated in part by the Greater Lawrence Incident.

In addition, these hazards and risks have resulted and may [added: result] in the future [removed: result] in serious injury or loss of life to employees and/or the general public, significant damage to property, environmental pollution, impairment of our operations, adverse regulatory rulings and reputational harm, which in turn could lead to substantial losses for NiSource and its stockholders.

As with the Greater Lawrence Incident, certain incidents have subjected and may in the future subject us to [added: both civil and criminal] litigation or administrative or other legal proceedings from time to time, [removed: both civil and criminal,] which could result in substantial monetary judgments, fines, or penalties against us, be resolved on unfavorable terms, and require us to incur significant operational expenses.

[removed: The occurrence of incidents has in certain instances adversely affected and could in the] future adversely affect our reputation, cash flows, financial position and/or results of operations.

Advances in [removed: technology,] [added: technology and potential competition supported by] changes in laws or regulations [removed: (including subsidization) and other alternative methods of producing power] could reduce the cost of electric generation [removed: from these sources to a level that is competitive with most central station power electric production,] [added: and provide retail alternatives] causing power sales to decline and the value of our generating facilities to decline.

Alternative energy sources, new technologies or alternatives to natural gas space heating, including cold climate heat pumps and/or efficiency of other products, could reduce demand and increase customer attrition, which [removed: would] [added: could] impact our ability to recover on our investments in our gas distribution assets.

Our future success will depend, in part, on our ability to anticipate and successfully adapt to technological changes, to offer services that meet customer demands and evolving industry standards, including environmental impacts associated with our products and services, and to recover all, or a significant portion of, [removed: any unrecovered investment] [added: remaining investments] in [removed: obsolete] [added: retired] assets.

A failure by us to effectively adapt to changes in technology and manage the related costs could harm [removed: our] [added: the] ability [added: of our products and services] to remain competitive in the marketplace [removed: for our products] and [removed: services and] could have a material adverse impact on our results of operations and financial condition.

The age of these assets may result in a need for replacement, a higher level of maintenance [removed: costs,] [added: costs] or unscheduled outages, despite efforts by us to properly maintain or upgrade these assets through inspection, scheduled maintenance and capital investment.

[added: Missing or incorrect infrastructure data may lead to (1) difficulty properly locating facilities, which] can result in excavator damage and operational or emergency response issues, and (2) configuration and control risks associated with the modification of system operating pressures in connection with turning off or turning on service to customers, which can result in unintended outages or operating pressures.

Also, additional maintenance and inspections are required in some instances [removed: in order] to improve infrastructure information and records and address emerging regulatory or risk management requirements, [removed: which increases our] [added: resulting in increased] costs.

We lack diversity in suppliers of [added: some] gas materials.

[removed: We] [added: While we have implemented contractual protections with suppliers and stockpile some materials in inventory for such supply risks, we] may not be effective in ensuring that we can obtain adequate emergency supply on a timely basis in each state, that no compromises are being made on quality and that we have alternate suppliers available.

The failure to operate our assets as desired could result in interruption of electric service, major component failure at generating facilities and electric substations, gas leaks and other incidents, and an inability to meet firm service and compliance [removed: obligations, which could adversely impact revenues, and could also result in increased capital expenditures and maintenance costs, which, if not fully recovered from customers, could negatively impact our financial results.]

For example, some insurers are moving away from underwriting certain carbon-intensive energy-related businesses such as those in the coal industry or those exposed to [removed: certain] [added: specific] perils such as wildfires as well as gas explosion events or other infrastructure-related [added: or natural catastrophe] risks.

Employee and Workplace Health and Safety*.* We have several programs to support employees, and their families’ physical, mental, and financial well-being.

These programs include a paid wellness day, telemedicine services, an Employee Assistance Program, Integrated Health Management navigation services, employee paid sick/disability leave, parental leave, and paid illness in family days.

As we will outline in our annual safety report on our corporate website, we continue to invest in risk reduction activities and assets.

| Melody Birmingham | | | | | | 51 | | | | | | Executive Vice President, Chief Innovation Officer | | |

| | | | | | | | | | | | | Senior Vice President and Chief Administrator Officer of Duke Energy Corporation from May 2021 to June 2022. | | |

| | | | | | | | | | | | | Senior Vice President, Supply Chain and Chief Procurement Officer of Duke Energy Corporation from November 2018 to April 2021. | | |

| | | | | | | | | | | | | President of Duke Energy Corporation from June 2015 to November 2018 | | |

| | | | | | | | | | | | | Station Director and Vice President at STPNOC, Wadsworth, Texas, from 2016 to May 2022. | | |

| | | | | | | | | | | | | Vice President General Counsel, Interim Corporate Secretary of NiSource from January 2022 to March 2022. | | |

| | | | | | | | | | | | | Chief Counsel, Columbia Gas Companies from June 2015 to September 2018. | | |

| Melanie B. Berman | | | | | | 52 | | | | | | Senior Vice President and Chief Human Resources Officer | | |

| | | | | | | | | | | | | Executive Vice President and Chief Human Resources Officer of The Michaels Companies, Inc. from 2020 to 2021. | | |

| | | | | | | | | | | | | Vice President, Human Resources of Anthem, Inc. from January 2018 to 2019. | | |

We may not be able to complete the sale of a minority interest in NIPSCO on the expected timeline or at all.

On November 7, 2022, we announced our intention to sell a minority interest in NIPSCO (the “NIPSCO Minority Interest Sale”).

We intend to evaluate various alternatives to determine the optimal transaction structure to maximize stakeholder value as a result of the NIPSCO Minority Interest Sale.

A successful sale will be dependent on factors such as regulatory approval(s) and negotiations with one or more counterparties.

There can be no assurances that we will be able to successfully complete the NIPSCO Minority Interest Sale on the anticipated timeline or at all.

Furthermore, there can be no assurances that the NIPSCO Minority Interest Sale will lead to the anticipated benefits to stockholders.

The occurrence of incidents has in certain instances adversely affected and could in the

We may conduct certain operations, including in connection with the NIPSCO Minority Interest Sale, through a JV arrangement involving third-party investors that may result in delays, litigation or operational impasses.

We may enter into JV arrangements involving third-party investors, including in connection with the NIPSCO Minority Interest Sale.

As part of a JV arrangement, third-party investors may hold certain protective rights that may impact our ability to make certain decisions.

Any such third-party investors may have interests and objectives which may differ from ours and, accordingly, disputes may arise that may result in delays, litigation or operational impasses.

We continue to transition our generation portfolio in order to implement new and diverse technologies including renewable energy, distributed generation, energy storage, and energy efficiency designed to reduce regulated emissions.

obligations, which could adversely impact revenues, and could also result in increased capital expenditures and maintenance costs, which, if not fully recovered from customers, could negatively impact our financial results.

Certain perils, such as cyber, are now being excluded from some master policies for property and casualty insurance, requiring procurement of additional policies to be obtained to maintain consistent coverage at an additional cost.

As discussed in “Results and Discussion of Segment Operations - Electric Operations,” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, our 2018 Integrated Resource Plan (“2018 Plan”) outlines the path to retire the remaining two coal units at R.M. Schahfer by the end of 2025 and the remaining coal-fired generation by the end of 2028, to be replaced by lower-cost, reliable and cleaner options.

Our 2021 Integrated Resource Plan (“2021 Plan”) validated the activities underway pursuant to our 2018 Plan and calls for the retirement of the Michigan City Generating Station, replacement of existing vintage gas peaking units at the R.M. Schahfer Generating Station and upgrades to the transmission system to enhance our electric generation transition.

Recent developments, including macro supply chain issues and U.S. federal policy actions, have created significant uncertainty around the availability of key input material necessary to develop and place our renewable energy projects in service.

In the U.S., solar industry supply chain issues include the pending U.S. Department of Commerce investigation on Antidumping and Countervailing Duties Anti Circumvention Petition filed by a domestic solar manufacturer (the “DOC Investigation”), the Uyghur Forced Labor Protection Act, Section 201 Tariffs and persistent general global supply chain and labor availability issues.

The most prominent effect of these issues is the significant curtailment of imported solar panels and other key components required to complete utility scale solar projects in the U.S. Any available solar panels may not meet the cost and efficiency standards of our currently approved projects and the incremental cost may not be recoverable through customer rates.

As a result of the challenges in obtaining solar panels, many solar projects in the U.S. have been delayed or canceled.

As we are in the midst of a transition to an electric generation portfolio with more renewable resources, including solar, our projects are subject to the effects of these issues.

Our expectation has been that solar energy sources would be one of the primary ways in which we will meet our electric generation capacity and reliability obligations to the MISO market and reliably serve our customers when we retire our coal generation capacity.

The high level of uncertainty surrounding the completion of our solar renewable energy projects creates significant risks for us to reliably meet our capacity and energy obligations to MISO and to provide reliable and affordable energy to our customers.

Any additional delays to the completion dates of our ten planned and approved solar projects are expected to impact our capacity position and our ability to meet our resource adequacy obligations to MISO.

Delays to the completion dates of our projects could also include delays in the financial return of certain investments and impact the overall timing of our electric generation transition.

An inability to secure and deliver on renewable projects is negatively

Incidents of any pandemic in our workforce could increase the risk of worker illness and availability.

NISOURCE INC.

We plan to publish a comprehensive safety report on our corporate website either before or in conjunction with our upcoming integrated annual report to provide additional transparency on our safety program.

In response to COVID-19, we have implemented procedures designed to protect our employees who work in the field and who continue to work in operational and corporate facilities, including social distancing and wearing face coverings.

We have also implemented work-from-home policies and practices.

We are continuously evaluating changes to the Centers for Disease Control and Prevention ("CDC") guidance, and updating our safety measures accordingly, in order to ensure employee and customer safety during the pandemic.

We are following federal, state, and local laws, regulations and guidelines related to the COVID-19 vaccinations.

For more information regarding our response to the pandemic, see “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary” in this report.

In addition, we offer in-person and virtual employee community service opportunities and we support employees’ personal volunteering and charitable giving through our charitable matching program.

| Charles E. Shafer, II | | | | | | 52 | | | | | | Senior Vice President and Chief Safety Officer of NiSource since October 2019. | | |

| | | | | | | | | | | | | Senior Vice President, Gas Engineering and Gas Support Services of NiSource Corporate Services Company from January 2019 to September 2019. | | |

| | | | | | | | | | | | | Senior Vice President, Customer Services and New Business of NiSource Corporate Services Company from May 2016 through December 2018. | | |

| | | | | | | | | | | | | Executive Vice President of NiSource since July 2015. | | |

| | | | | | | | | | | | | Chief Experience Officer of NiSource since June 2020. | | |

| | | | | | | | | | | | | President, NIPSCO, of NiSource from July 2015 to May 2020. | | |

| Pablo A. Vegas | | | | | | 48 | | | | | | Executive Vice President, Chief Operating Officer and President, NiSource Utilities. | | |

| | | | | | | | | | | | | Executive Vice President of NiSource since May 2016. | | |

| | | | | | | | | | | | | Chief Operating Officer and President, NiSource Utilities of NiSource since June 2020. | | |

| | | | | | | | | | | | | President, Gas Utilities of NiSource from January 2019 to May 2020. | | |

| | | | | | | | | | | | | Chief Restoration Officer of NiSource from September 2018 to December 2018. | | |

| | | | | | | | | | | | | Executive Vice President, Gas Business Segment and Chief Customer Officer of NiSource from May 2017 to September 2018. | | |

| | | | | | | | | | | | | President, Columbia Gas Group, of NiSource from May 2016 to May 2017. | | |

ITEM 1A.

RISK FACTORS

SUMMARY OF RISK FACTORS

This summary is not intended to be complete and should only be read together with the information set forth in “Item 1A, Risk Factors” in this report.

Operational Risks

- Our gas distribution and transmission activities, as well as generation, transmission and distribution of electricity, involve a variety of inherent hazards and operating risks.

- Failure to adapt to advances in technology and manage the related costs could make us less competitive.

- Aging infrastructure may lead to disruptions in operations and increased capital expenditures and maintenance costs.

- Our insurance may not provide protection against all significant losses.

- Our capital projects and programs subject us to construction risks and natural gas costs and supply risks, and are subject to regulatory oversight.

- Fluctuations in weather, gas and electricity commodity costs, inflation and economic conditions impact demand of our customers and our operating results.

- Fluctuations in the price of energy commodities or their related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demands may have a negative impact on our financial results.

- Failure to attract and retain an appropriately qualified workforce, and maintain good labor relations, could harm our results of operations.

- If we cannot effectively manage new initiatives and organizational changes, we will be unable to address the opportunities and challenges presented by our strategy and the business and regulatory environment.

- We outsource certain business functions to third-party suppliers and service providers, and substandard performance by those third parties could harm our business, reputation and results of operations.

- A cyber-attack on any of our or certain third-party technology systems upon which we rely may adversely affect our ability to operate and could lead to a loss or misuse of confidential and proprietary information or potential liability.

- Compliance with and changes in cybersecurity requirements have a cost and operational impact on our business.

- We are exposed to significant reputational risks, which make us vulnerable to a loss of cost recovery, increased litigation and negative public perception.

- We have continued financial liabilities related to the sale of the Massachusetts Business.

[removed: For a description of our legal proceedings, see Note 19-C, "Legal] [added: Legal] Proceedings," in the Notes to Consolidated Financial Statements.

For a description of our legal proceedings, see Note 19, "Other Commitments and Contingencies - C.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the registrant's common stock, par value $0.01 per share (the "Common Stock") held by non-affiliates was approximately [removed: $9,579,675,045] [added: $11,950,785,429] based upon the June 30, [removed: 2021,] [added: 2022,] closing price of [removed: $24.50] [added: $29.49] on the New York Stock Exchange.

There were [removed: 405,385,010] [added: 412,507,944] shares of Common Stock outstanding as of February 15, [removed: 2022.][added: 2023.]

Part III of this report incorporates by reference specific portions of the Registrant’s Notice of Annual Meeting and Proxy Statement relating to the Annual Meeting of Stockholders to be held on May [removed: 24, 2022.][added: 23, 2023.]

| [Defined [removed: Terms](#i4fc5918d394d455c956e1b42164b17f0_10)] [added: Terms](#ide8138260fb24015991c34d57214f047_10)] | | | | | | [removed: [3](#i4fc5918d394d455c956e1b42164b17f0_10)] [added: [3](#ide8138260fb24015991c34d57214f047_10)] | | |

| Item 1. | | | [removed: [Business](#i4fc5918d394d455c956e1b42164b17f0_16)] [added: [Business](#ide8138260fb24015991c34d57214f047_16)] | | | [removed: [6](#i4fc5918d394d455c956e1b42164b17f0_16)] [added: [6](#ide8138260fb24015991c34d57214f047_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4fc5918d394d455c956e1b42164b17f0_19)] [added: Factors](#ide8138260fb24015991c34d57214f047_28)] | | | [removed: [14](#i4fc5918d394d455c956e1b42164b17f0_19)] [added: [16](#ide8138260fb24015991c34d57214f047_28)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4fc5918d394d455c956e1b42164b17f0_22)] [added: Comments](#ide8138260fb24015991c34d57214f047_40)] | | | [removed: [32](#i4fc5918d394d455c956e1b42164b17f0_22)] [added: [32](#ide8138260fb24015991c34d57214f047_40)] | | |

| Item 2. | | | [removed: [Properties](#i4fc5918d394d455c956e1b42164b17f0_25)] [added: [Properties](#ide8138260fb24015991c34d57214f047_43)] | | | [removed: [32](#i4fc5918d394d455c956e1b42164b17f0_25)] [added: [32](#ide8138260fb24015991c34d57214f047_43)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4fc5918d394d455c956e1b42164b17f0_28)] [added: Proceedings](#ide8138260fb24015991c34d57214f047_46)] | | | [removed: [32](#i4fc5918d394d455c956e1b42164b17f0_28)] [added: [32](#ide8138260fb24015991c34d57214f047_46)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i4fc5918d394d455c956e1b42164b17f0_28)] [added: Disclosures](#ide8138260fb24015991c34d57214f047_46)] | | | [removed: [32](#i4fc5918d394d455c956e1b42164b17f0_28)] [added: [32](#ide8138260fb24015991c34d57214f047_46)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4fc5918d394d455c956e1b42164b17f0_34)] [added: Securities](#ide8138260fb24015991c34d57214f047_49)] | | | [removed: [33](#i4fc5918d394d455c956e1b42164b17f0_34)] [added: [33](#ide8138260fb24015991c34d57214f047_49)] | | |

| Item 6. | | | [removed: [Reserved](#i4fc5918d394d455c956e1b42164b17f0_37)] [added: [Reserved](#ide8138260fb24015991c34d57214f047_52)] | | | [removed: [34](#i4fc5918d394d455c956e1b42164b17f0_37)] [added: [34](#ide8138260fb24015991c34d57214f047_52)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4fc5918d394d455c956e1b42164b17f0_43)] [added: Operations](#ide8138260fb24015991c34d57214f047_55)] | | | [removed: [35](#i4fc5918d394d455c956e1b42164b17f0_43)] [added: [35](#ide8138260fb24015991c34d57214f047_55)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4fc5918d394d455c956e1b42164b17f0_82)] [added: Risk](#ide8138260fb24015991c34d57214f047_118)] | | | [removed: [56](#i4fc5918d394d455c956e1b42164b17f0_82)] [added: [54](#ide8138260fb24015991c34d57214f047_118)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4fc5918d394d455c956e1b42164b17f0_85)] [added: Data](#ide8138260fb24015991c34d57214f047_121)] | | | [removed: [57](#i4fc5918d394d455c956e1b42164b17f0_85)] [added: [55](#ide8138260fb24015991c34d57214f047_121)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i4fc5918d394d455c956e1b42164b17f0_250)] [added: Disclosure](#ide8138260fb24015991c34d57214f047_241)] | | | [removed: [124](#i4fc5918d394d455c956e1b42164b17f0_250)] [added: [119](#ide8138260fb24015991c34d57214f047_241)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4fc5918d394d455c956e1b42164b17f0_253)] [added: Procedures](#ide8138260fb24015991c34d57214f047_244)] | | | [removed: [124](#i4fc5918d394d455c956e1b42164b17f0_253)] [added: [119](#ide8138260fb24015991c34d57214f047_244)] | | |

| Item 9B. | | | [Other [removed: Information](#i4fc5918d394d455c956e1b42164b17f0_259)] [added: Information](#ide8138260fb24015991c34d57214f047_250)] | | | [removed: [126](#i4fc5918d394d455c956e1b42164b17f0_259)] [added: [121](#ide8138260fb24015991c34d57214f047_250)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4fc5918d394d455c956e1b42164b17f0_6597069769594)] [added: Inspections](#ide8138260fb24015991c34d57214f047_253)] | | | [removed: [126](#i4fc5918d394d455c956e1b42164b17f0_6597069769594)] [added: [121](#ide8138260fb24015991c34d57214f047_253)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4fc5918d394d455c956e1b42164b17f0_262)] [added: Governance](#ide8138260fb24015991c34d57214f047_256)] | | | [removed: [127](#i4fc5918d394d455c956e1b42164b17f0_262)] [added: [122](#ide8138260fb24015991c34d57214f047_256)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4fc5918d394d455c956e1b42164b17f0_265)] [added: Compensation](#ide8138260fb24015991c34d57214f047_259)] | | | [removed: [127](#i4fc5918d394d455c956e1b42164b17f0_265)] [added: [122](#ide8138260fb24015991c34d57214f047_259)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4fc5918d394d455c956e1b42164b17f0_268)] [added: Matters](#ide8138260fb24015991c34d57214f047_262)] | | | [removed: [127](#i4fc5918d394d455c956e1b42164b17f0_268)] [added: [122](#ide8138260fb24015991c34d57214f047_262)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4fc5918d394d455c956e1b42164b17f0_271)] [added: Independence](#ide8138260fb24015991c34d57214f047_265)] | | | [removed: [127](#i4fc5918d394d455c956e1b42164b17f0_271)] [added: [122](#ide8138260fb24015991c34d57214f047_265)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i4fc5918d394d455c956e1b42164b17f0_274)] [added: Services](#ide8138260fb24015991c34d57214f047_268)] | | | [removed: [127](#i4fc5918d394d455c956e1b42164b17f0_274)] [added: [122](#ide8138260fb24015991c34d57214f047_268)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i4fc5918d394d455c956e1b42164b17f0_277)] [added: Schedules](#ide8138260fb24015991c34d57214f047_271)] | | | [removed: [128](#i4fc5918d394d455c956e1b42164b17f0_277)] [added: [123](#ide8138260fb24015991c34d57214f047_271)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i4fc5918d394d455c956e1b42164b17f0_283)] [added: Summary](#ide8138260fb24015991c34d57214f047_277)] | | | [removed: [134](#i4fc5918d394d455c956e1b42164b17f0_283)] [added: [130](#ide8138260fb24015991c34d57214f047_277)] | | |

[removed: Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could,"] "would," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "forecast," and "continue," reflecting something other than historical fact are intended to identify forward-looking statements.

Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this Annual Report on Form 10-K include, among other things, our ability to execute our business plan or growth strategy, including utility infrastructure investments; potential incidents and other operating risks associated with our business; our ability to adapt to, and manage costs related to, advances in technology; impacts related to our aging infrastructure; our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significant losses; the success of our electric generation strategy; construction risks and natural gas costs and supply risks; fluctuations in demand from residential and commercial customers; fluctuations in the price of energy commodities and related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demands; the attraction and retention of a qualified, diverse workforce and ability to maintain good labor relations; our ability to manage new initiatives and organizational changes; the actions of activist stockholders; the performance of third-party suppliers and service providers; potential [removed: cybersecurity-attacks;] [added: cybersecurity attacks;] increased requirements and costs related to cybersecurity; any damage to our reputation; any remaining liabilities or impact related to the sale of the Massachusetts Business; the impacts of natural disasters, potential terrorist attacks or other catastrophic events; the physical impacts of climate change and the transition to a lower carbon future; our ability to manage the financial and operational risks related to achieving our carbon emission reduction [removed: goals;] [added: goals, including] our [added: Net Zero Goal (as defined below); our] debt obligations; any changes to our credit rating or the credit rating of certain of our subsidiaries; any adverse effects related to our equity units; adverse economic and capital market conditions or increases in interest rates; [added: inflation; recessions;] economic regulation and the impact of regulatory rate reviews; our ability to obtain expected financial or regulatory outcomes; continuing and potential future impacts from the COVID-19 pandemic; economic conditions in certain industries; the reliability of customers and suppliers to fulfill their payment and contractual obligations; the ability of our subsidiaries to generate cash; pension funding obligations; potential impairments of goodwill; [removed: changes in] the [removed: method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate; the] outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation; potential remaining liabilities related to the Greater Lawrence Incident; compliance with the agreements entered into with the U.S. Attorney’s Office to settle the U.S. Attorney’s Office’s investigation relating to the Greater Lawrence Incident; compliance with applicable laws, regulations and tariffs; compliance with environmental laws and the costs of associated liabilities; changes in taxation; and other matters set forth in Item 1, "Business," Item 1A, "Risk Factors" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of this report, some of which risks are beyond our control.

NiSource is the successor to an Indiana corporation organized in 1987 under the name of NIPSCO Industries, Inc., which changed its name to NiSource [added: Inc.] on April 14, 1999.

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note [removed: 23, "Segments of Business,"] [added: 21, "Business Segment Information,"] in the Notes to Consolidated Financial Statements for additional information related to each segment.

Our natural gas distribution operations serve approximately [removed: 3.2] [added: 3.3] million customers in six states.

Additionally, we distribute natural gas to approximately [removed: 853,000] [added: 859,000] customers in northern Indiana through our wholly-owned subsidiary NIPSCO.

We operate approximately [removed: 54,600] [added: 54,800] miles of distribution main pipeline plus the associated individual customer service lines and 1,000 miles of transmission main pipeline located in our service areas described below.

We generate, transmit and distribute electricity through our subsidiary NIPSCO to approximately [removed: 483,000] [added: 486,000] customers in 20 counties in the northern part of Indiana and also engage in wholesale electric and transmission transactions.

During 2021, we operated Rosewater for the full [removed: year and] [added: year,] Indiana Crossroads Wind went into service during December [removed: 2021.][added: 2021, and in December of 2022 we closed on the Indiana Crossroads Solar project, which is expected to go into service in 2023.]

We also purchased energy generated from renewable sources through [removed: PPAs.][added: PPAs in 2022.]

As of December 31, [removed: 2021] [added: 2022] we have multiple PPAs that provide 500 MW of capacity, with contracts expiring between 2024 and 2040.

(2)NIPSCO is the managing partner of these [removed: joint ventures.][added: JVs.]

NIPSCO’s transmission system, with voltages from 69,000 to 765,000 volts, consists of [removed: 3,024] [added: 3,016] circuit miles.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrants included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.

10D-1(b).☐

| [Part I](#ide8138260fb24015991c34d57214f047_13) | | | | | | | | |

| [Part II](#ide8138260fb24015991c34d57214f047_49) | | | | | | | | |

| [Part III](#ide8138260fb24015991c34d57214f047_256) | | | | | | | | |

| [Part IV](#ide8138260fb24015991c34d57214f047_271) | | | | | | | | |

| [Signatures](#ide8138260fb24015991c34d57214f047_280) | | | | | | [131](#ide8138260fb24015991c34d57214f047_280) | | |

| DE&I | | | | | | Diversity Equity and Inclusion | | |

| FERC | | | | | | Federal Energy Regulatory Commission | | |

| | | | | | | | | |

| IRA | | | | | | Inflation Reduction Act | | |

| | | | | | | | | |

| JV | | | | | | Joint Venture | | |

| LIHEAP | | | | | | Low Income Heating Energy Assistance Programs | | |

| | | | | | | | | |

| Scope 2 GHG Emissions | | | | | | Indirect emissions from sources owned or controlled by us | | |

Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could,"

NiSource remains committed to the advancement of our SMS for the safety of our customers, communities and employees.

In 2022, NiSource achieved conformance certification to the American Petroleum Institute Recommended Practice 1173, which serves as the guiding practice for our SMS.

This certification marks an important milestone for our SMS and NiSource’s journey towards operational excellence.

Moving forward, our focus shifts to maintaining, sustaining and continuously improving the process, procedures, capabilities and talent to enhance safety and reduce operational risk.

The remainder of our operations, which are not significant enough on a stand-alone basis to warrant treatment as an operating segment, are included as Corporate and Other.

The activities occurring within this non-segment consist of our centralized financing and treasury activities and are primarily comprised of interest expense on holding company debt and unallocated corporate costs and activities.

customer preference for natural gas.

Additionally, our gas distribution operations are subject to seasonal fluctuations in sales.

Revenues from gas distribution operations are more significant during the heating season, which is primarily from November through March.

Please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results and Discussion of Segment Operations - Gas Distribution Operations," for additional information.

The 2021 plan builds upon the 2018 Integrated Resource Plan which outlined NIPSCO’s plan to retire its coal generating assets by 2028.

Please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results and Discussion of Segment Operations - Electric Operations," for additional information.

Political Action

Regulatory

| Columbia of Ohio | | | 10.95 | | % | 9.60 | | % | $ | 221.4 | | $ | 68.2 | | June 30, 2021 | | | Approved January 26, 2023 | | | March 2023 | | |

| Columbia of Virginia(5) | | | 10.75 | | % | In process | | | $ | 40.6 | | In process | | | April 29, 2022 | | | Order Expected Q1 2023 | | | Interim Rates October 2022 | | |

| NIPSCO - Electric(6) | | | 10.40 | | % | In process | | | $ | 291.8 | | In process | | | September 19, 2022 | | | Order Expected Q3 2023 | | | September 2023 | | |

(4)New rates are implemented in 2 steps, with implementation of Step 1 rates in September 2022.

The Step 2 rates were filed on February 21, 2023, with rates effective March 2023.

(5) Beginning October 2022, interim rates are being billed subject to refund, pending a final commission order.

On December 9, 2022, a Stipulation and Proposed Recommendation was filed with the Virginia State Corporation Commission recommending approval of $25.8 million of incremental revenue.

On February 16, 2023, NIPSCO filed rebuttal updating the requested revenue requirement to $279.2 million.

| [Part I](#i4fc5918d394d455c956e1b42164b17f0_13) | | | | | | | | |

| [Part II](#i4fc5918d394d455c956e1b42164b17f0_34) | | | | | | | | |

| [Part III](#i4fc5918d394d455c956e1b42164b17f0_262) | | | | | | | | |

| [Part IV](#i4fc5918d394d455c956e1b42164b17f0_277) | | | | | | | | |

| [Signatures](#i4fc5918d394d455c956e1b42164b17f0_286) | | | | | | [135](#i4fc5918d394d455c956e1b42164b17f0_286) | | |

| ACE | | | | | | Affordable Clean Energy | | |

| GWh | | | | | | Gigawatt hours | | |

| RCRA | | | | | | Resource Conservation and Recovery Act | | |

We earn revenues that are approved by the jurisdictions in which we operate for the delivery of natural gas to our customers.

The approved revenues include provisions to adjust billings for fluctuations in the cost of natural gas.

Revenues are adjusted for differences between actual costs, subject to reconciliation, and the amounts billed in current rates.

The safety of our customers, communities and employees has been and remains our top priority.

With the continued support and advice from our Quality Review Board (a panel of third parties with safety operations expertise engaged by management to advise on safety matters), we are continuing to mature our SMS processes, capabilities and talent as we collaborate within and across industries to enhance safety and reduce operational risk.

Natural Gas Competition.

Electric Competition.

Seasonality

During the heating and cooling seasons, revenues from gas and electric sales, respectively, are more significant than in other months.

Rate Case Actions

| Columbia of Ohio | | | 11.50 | | % | 10.39 | | % | $ | 87.8 | | $ | 47.1 | | March 3, 2008 | | | Approved December 3, 2008 | | | December 2008 | | |

| NIPSCO - Gas | | | 10.70 | | % | 9.85 | | % | $ | 138.1 | | $ | 105.6 | | September 27, 2017 | | | Approved September 19, 2018 | | | October 2018 | | |

| Columbia of Ohio | | | 10.95 | | % | In process | | | $ | 221.4 | | In process | | | June 30, 2021 | | | Order Expected Q3 2022 | | | Q3 2022 | | |

Pursuant to the settlement, for purposes of calculating its DSIC, Columbia of Pennsylvania shall use the equity return rate for gas utilities contained in the Pennsylvania Commission’s most recent Quarterly Report on the Earnings of Jurisdictional Utilities, including quarterly updates thereto.

COVID-19 Regulatory Deferrals

In addition to the cost deferred to a regulatory asset as noted in Note 9, "Regulatory Matters," in the Notes to Consolidated Financial Statements, certain states have permitted us to track lost late and disconnect fee revenues due to the pandemic.

While these costs do not qualify as regulatory assets under ASC 980, we will consider seeking recovery of these costs in future regulatory proceedings.

Competition and Changes in the Regulatory Environment

Refer to Note 19-E, "Environmental Matters," in the Notes to Consolidated Financial Statements for more information regarding environmental regulations that are applicable to our operations.

core markets.

The upstream products are made up of transactions that occur between an individual Gas Distribution Operations utility and a buyer for the sales of unbundled or rebundled gas supply and capacity.

Our Board also reviews human capital management matters, including talent strategy, employee engagement and culture.

Earlier in 2021, we hired a new Senior Vice President and Chief Human Resources Officer and a new Vice President and Chief Diversity Officer to lead these initiatives.

We are currently in the process of renegotiating these agreements.

In 2021, we engaged with community-based organizations, conducted career interest workshops in local schools, and focused our employee mentorship program on females.

We also led a separate targeted development program for select employees to support the growth and development of female and ethnically diverse talent.

We offer several employee resource groups (“ERGs”) and host mostly virtual activities throughout each year.

We have ERGs to support African-American, Hispanic, veterans, LGBTQ+, female and Asian employees, among others, and held several sponsored conversations between senior executives and the ERGs.

In order to provide additional transparency, we are enhancing our corporate website to include more information on our diversity, equity and inclusion program and plans, which are led by our Chief Diversity, Equity and Inclusion Officer, with the full support of our Chief Human Resources Officer, executive leadership team, Compensation and Human Capital Committee and Board.

In 2021, we had participation from employees of all levels.

Retention at NiSource in 2021 was over 89%.

We anticipate expanding our recruiting footprint for certain roles that do not require to be in-person within our operating states.

Discussed below are the principal properties held by us and our subsidiaries as of December 31, [removed: 2021.][added: 2022.]

At the time each of the principal properties [removed: were] [added: was] purchased, a title search was made.

Holders of shares of NiSource’s common stock are entitled to receive dividends if and when declared by [removed: NiSource’s] [added: the] Board out of funds legally available, subject to the prior dividend rights of holders of our preferred stock or the depositary shares representing such preferred stock outstanding, and if full dividends have not been declared and paid on all outstanding shares of preferred stock in any dividend period, no dividend may be declared or paid or set aside for payment on our common stock.

At its January 26, [removed: 2022] [added: 2023] meeting, the Board declared a quarterly common dividend of [removed: $0.235] [added: $0.250] per share, payable on February [removed: 18, 2022] [added: 17, 2023] to holders of record on February [removed: 8, 2022.][added: 7, 2023.]

As of February 15, [removed: 2022,] [added: 2023,] NiSource had [removed: 17,282] [added: 16,572] common stockholders of record and [removed: 405,385,010] [added: 412,507,944] shares outstanding.

The graph below compares the cumulative total shareholder return of NiSource’s common stock for the [removed: last five years] [added: period commencing December 31, 2017 and ending December 31, 2022] with the cumulative total return for the same period of the S&P 500 and the Dow Jones Utility indices.

[removed: ][added: ]

Purchases of Equity Securities by Issuer and Affiliated Purchasers. For the three months ended December 31, [removed: 2021,] [added: 2022,] no equity securities that are registered by NiSource Inc. pursuant to Section 12 of the Securities Exchange Act of 1934 were purchased by or on behalf of us or any of our affiliated purchasers.

| [Executive [removed: Summary](#i4fc5918d394d455c956e1b42164b17f0_46)] [added: Summary](#ide8138260fb24015991c34d57214f047_58)] | | | [removed: [35](#i4fc5918d394d455c956e1b42164b17f0_46)] [added: [35](#ide8138260fb24015991c34d57214f047_58)] | | |

| [Summary of Consolidated Financial [removed: Results](#i4fc5918d394d455c956e1b42164b17f0_52)] [added: Results](#ide8138260fb24015991c34d57214f047_64)] | | | [removed: [37](#i4fc5918d394d455c956e1b42164b17f0_52)] [added: [37](#ide8138260fb24015991c34d57214f047_64)] | | |

| [Results and Discussion of Segment [removed: Operations](#i4fc5918d394d455c956e1b42164b17f0_55)] [added: Operations](#ide8138260fb24015991c34d57214f047_70)] | | | [removed: [38](#i4fc5918d394d455c956e1b42164b17f0_55)] [added: [38](#ide8138260fb24015991c34d57214f047_70)] | | |

| [Gas Distribution [removed: Operations](#i4fc5918d394d455c956e1b42164b17f0_58)] [added: Operations](#ide8138260fb24015991c34d57214f047_73)] | | | [removed: [39](#i4fc5918d394d455c956e1b42164b17f0_58)] [added: [39](#ide8138260fb24015991c34d57214f047_73)] | | |

| [Electric [removed: Operations](#i4fc5918d394d455c956e1b42164b17f0_64)] [added: Operations](#ide8138260fb24015991c34d57214f047_79)] | | | [removed: [42](#i4fc5918d394d455c956e1b42164b17f0_64)] [added: [42](#ide8138260fb24015991c34d57214f047_79)] | | |

| [Liquidity and Capital [removed: Resources](#i4fc5918d394d455c956e1b42164b17f0_70)] [added: Resources](#ide8138260fb24015991c34d57214f047_85)] | | | [removed: [46](#i4fc5918d394d455c956e1b42164b17f0_70)] [added: [46](#ide8138260fb24015991c34d57214f047_85)] | | |

| [Market Risk [removed: Disclosures](#i4fc5918d394d455c956e1b42164b17f0_76)] [added: Disclosures](#ide8138260fb24015991c34d57214f047_112)] | | | [removed: [51](#i4fc5918d394d455c956e1b42164b17f0_76)] [added: [50](#ide8138260fb24015991c34d57214f047_112)] | | |

| [Other [removed: Information](#i4fc5918d394d455c956e1b42164b17f0_79)] [added: Information](#ide8138260fb24015991c34d57214f047_115)] | | | [removed: [52](#i4fc5918d394d455c956e1b42164b17f0_79)] [added: [51](#ide8138260fb24015991c34d57214f047_115)] | | |

[removed: It also] [added: This Management's Discussion and Analysis of Financial Condition and Results of Operations ("Management's Discussion")] includes management’s analysis of past financial results and certain potential factors that may affect future results, potential future risks and approaches that may be used to manage those risks.

See "Note regarding forward-looking statements" [added: and Item 1A, "Risk Factors"] at the beginning of this report for a list of factors that may cause results to differ materially.

[added: This] Management's Discussion is designed to provide an understanding of our operations and financial performance and should be read in conjunction with our Consolidated Financial Statements and related Notes to Consolidated Financial Statements in this annual report.

Refer to the "Business" section under Item 1 of this annual report and Note [removed: 23, "Segments of Business,"] [added: 21, "Business Segment Information,"] in the Notes to Consolidated Financial Statements for further discussion of our regulated utility business segments.

[removed: 2021] [added: 2022] Overview: In [removed: 2021,] [added: 2022,] we [removed: made] [added: continued to make] significant progress towards our strategic and financial goals and objectives.

We also invested [removed: $1.3] [added: $1.6] billion in infrastructure modernization to enhance safe, reliable service, including replacement of [removed: 390] [added: 410] miles of [removed: priority pipe, 54] [added: distribution main and service lines, 48] miles of underground cable and [removed: 2,857] [added: 1,352] electric poles.

We [added: also] made advancements [removed: on] [added: in] key strategic initiatives, described in further detail below.

Your Energy, Your Future: Our plan to replace our coal generation capacity by the end of 2028 with primarily renewable [removed: resources] [added: resources, initiated through our 2018 Integrated Resource Plan ("2018 Plan")] is well [removed: underway.][added: underway, and we are continually adjusting to the dynamic renewable energy landscape.]

As of December 31, [removed: 2021,] [added: 2022,] we have executed and received IURC approval for BTAs and PPAs with a combined nameplate capacity of 1,950 MW and 1,380 MW, respectively, under the [removed: plan.][added: 2018 Plan.]

In 2022, NiSource achieved conformance certification to the American Petroleum Institute Recommended Practice 1173, which serves as the guiding practice for our SMS.

This certification marks an important milestone for our SMS and NiSource’s journey towards operational excellence.

We completed the first full year of operating Indiana Crossroads Wind, and construction is near completion for two of our solar projects.

In 2022, we filed four rate cases and resolved three, in Pennsylvania, Maryland, and the gas rate case in Indiana filed in 2021.

In addition, the Ohio rate case was resolved in January 2023 and the Virginia rate case is anticipated to be resolved in the first quarter of 2023.

These cases represent balanced outcomes supporting all stakeholders.

Between our Gas Distribution and Electric Operating Segments, we added 25,000 customers.

During 2022, we made significant progress on our first two solar BTAs and anticipate completion of these projects and tax equity financing in 2023.

We have also taken contractual actions on a number of our other renewable projects to address the

NISOURCE INC.

ITEM 7.

| [Environmental and Safety Matters](#i4fc5918d394d455c956e1b42164b17f0_4947802327790) | | | [50](#i4fc5918d394d455c956e1b42164b17f0_4947802327790) | | |

This Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) analyzes our financial condition, results of operations and cash flows and those of our subsidiaries.

The SMS is an established operating model within NiSource.

With the continued support and advice from our Quality Review Board (a panel of third parties with safety operations expertise engaged by management to advise on safety matters), we are continuing to mature our SMS processes, capabilities and talent as we collaborate within and across industries to enhance safety and reduce operational risk.

We commenced commercial operations of Indiana Crossroads Wind, adding 302 MW of renewable generating capacity to our Electric Operations.

Additionally, we broke ground on two solar projects and received regulatory approval to complete another nine renewable energy projects by the end of 2023.

We filed base rate cases in five states, completing three cases in 2021 with balanced outcomes supporting all stakeholders.

Through the issuance of our Equity Units, we significantly de-risked our financing strategy and supported our investment grade credit rating.

On October 1, 2021, we completed

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

the retirement of R.M. Schahfer Generating Station Units 14 and 15.

On October 21, 2021, we announced the Preferred Energy Resource Plan associated with our 2021 Integrated Resource Plan, which refines the timeline to retire the Michigan City Generating Station to occur between 2026 and 2028.

The plan calls for the replacement of the retiring units with a diverse portfolio of resources including demand side management resources, incremental solar, stand-alone energy storage and upgrades to existing facilities at the Sugar Creek Generating Station, among other steps.

Additionally, the plan calls for a natural gas peaking unit to replace existing vintage gas peaking units at the R.M. Schahfer Generating Station to support system reliability and resiliency, as well as upgrades to the transmission system to enhance our electric generation transition.

The planned retirement of the two vintage gas peaking units at the R.M. Schahfer Generating Station is expected to occur between 2025 and 2028.

Final retirement dates for these units, as well as Michigan City, will be subject to MISO approval.

We filed our 2021 Integrated Resource Plan with the IURC in November 2021.

In December 2021, the formation of the Indiana Crossroads Wind joint venture, one of our previously executed BTAs, was completed, and began commercial operations.

For additional information, see Note 4, "Variable Interest Entities," in the Notes to Consolidated Financial Statements and "Results and Discussion of Segment Operations - Electric Operations," in this Management's Discussion.

NiSource Next: In 2020, we launched a comprehensive, multi-year program designed to deliver long-term safety, sustainable capability enhancements and costs optimization improvements.

This program advances the high priority we place on safety and risk mitigation, further enables our SMS, and enhances the customer experience.

NiSource Next is designed to leverage our current scale, utilize technology, define clear roles and accountability with our leaders and employees, and standardize our processes to focus on operational rigor, quality management and continuous improvement.

In 2021, we optimized our workforce by redefining roles to sharpen our focus on safety and risk mitigation, operational rigor, and adherence to process and procedures, as well as implemented consistent span of control for leadership to increase individual responsibility and clear accountability.

Additionally, we began to make advancements across our operations to improve safety, operational efficiencies, and customer satisfaction through continued standardization of work processes, the implementation of new mobile technology to provide real-time access to information while serving our customers and enhanced customer self-service options to better meet customer expectations.

These enhancements set the foundation for 2022 and beyond, to continue improving safety and customer experience through more significant technology investments.

COVID-19: The safety of our employees and customers, while providing essential services during the ongoing COVID-19 pandemic, is paramount.

We continue to take a proactive, coordinated approach intended to prevent, mitigate and respond to COVID-19 by utilizing our Incident Command System (ICS).

The ICS includes members of our executive council, a medical review professional, and members of functional teams from across our company.

The ICS monitors state-by-state conditions and determines steps to conduct our operations safely for employees and customers.

We have implemented procedures designed to protect our employees who work in the field and who continue to work in operational and corporate facilities, including social distancing and wearing face coverings.

We have also implemented work-from-home policies and practices.

We continue to employ physical and cybersecurity measures to ensure that our operational and support systems remain functional.

Our actions to date have mitigated the spread of COVID-19 amongst our employees and principal field contractors.

We are also continuously evaluating changes to CDC guidance, and updating our safety measures accordingly, in order to ensure employee and customer safety during this pandemic.

We are following federal, state, and local laws, regulations and guidelines related to the COVID-19 vaccinations.

Since the beginning of the COVID-19 pandemic, we have been helping our customers navigate this challenging time.

We plan to continue our payment assistance programs and customer education and awareness of energy assistance programs such as the Low Income Home Energy Assistance Program (LIHEAP) to help customers deal with the impact of the pandemic.

Regulatory deferrals for certain costs have been allowed by all of our state regulatory commissions.

| Other comprehensive [removed: loss,] [added: income,] net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (55.4)] [added: 89.7] | | | | | | — | | | | | | [removed: (55.4)] [added: 89.7] | | |

| Common stock [removed: ($0.80] [added: ($0.94] per share) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (298.5)] [added: (381.7)] | | | | | | — | | | | | | — | | | | | | [removed: (298.5)] [added: (381.7)] | | |

| Preferred stock (See Note 13) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (56.1)] [added: (55.1)] | | | | | | — | | | | | | — | | | | | | [removed: (56.1)] [added: (55.1)] | | |

| Employee stock purchase plan | | | — | | | | | | — | | | | | | — | | | | | | [removed: 5.6] [added: 5.2] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 5.6] [added: 5.2] | | |

| Long-term incentive plan | | | — | | | | | | — | | | | | | — | | | | | | [removed: 10.4] [added: 14.3] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 10.4] [added: 14.3] | | |

| 401(k) and profit sharing | | | — | | | | | | — | | | | | | — | | | | | | [removed: 17.6] [added: 9.7] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 17.6] [added: 9.7] | | |

| ATM Program | | | — | | | | | | [removed: — | | | | | | — | | | | | | 229.1 | | | | | | — | | | | | | —] [added: 5,942] | | | | | | — | | | | | | [removed: 229.1] [added: 5,942] | | |

| Balance as of [removed: December 31, 2019] [added: January 1, 2020] | | | $ | 3.8 | | | | | $ | 880.0 | | | | | $ | (99.9) | | | | | $ | 6,666.2 | | | | | $ | (1,370.8) | | | | | $ | (92.6) | | | | | $ | — | | | | | $ | 5,986.7 | |

| [removed: Contribution] [added: Contributions] from noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82.2 | | | | | | 82.2 | | |

| Employee stock purchase plan | | | — | | | | | | [removed: 201] [added: 186] | | | | | | — | | | | | | [removed: 201] [added: 186] | | |

| Long-term incentive plan | | | — | | | | | | [removed: 518] [added: 375] | | | | | | — | | | | | | [removed: 518] [added: 375] | | |

| 401(k) and profit sharing plan | | | — | | | | | | [removed: 631] [added: 337] | | | | | | — | | | | | | [removed: 631] [added: 337] | | |

| Balance as of [removed: December 31, 2019] [added: January 1, 2020] | | | 440 | | | | | | 386,099 | | | | | | (3,963) | | | | | | 382,136 | | |

[removed: (1)See] [added: See] Note [removed: 13, "Equity,"] [added: 7, "Goodwill,"] for additional information.

We determined the reserve based on historical [removed: experience and in consideration of] [added: collection experience,] current market [removed: conditions.][added: conditions and reasonable and supportable forecasts.]

No material impairment charges were recorded for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] or [removed: 2019.][added: 2020.]

Non-utility property includes renewable generation assets owned by [removed: joint ventures] [added: JVs] of which we are the primary beneficiary and is generally depreciated on a straight-line basis over the life of the associated assets.

For rate-regulated [removed: companies,] [added: companies where provided for in rates,] AFUDC is capitalized on all classes of property except organization costs, land, autos, office equipment, tools and other general property purchases.

Our [added: consolidated] pre-tax rate for AFUDC was [removed: 3.3%] [added: 3.4%] in [removed: 2021, 2.6%] [added: 2022, 3.3%] in [removed: 2020] [added: 2021] and [removed: 3.0%] [added: 2.6%] in [removed: 2019.][added: 2020.]

Refer to Note [added: 4, "Variable Interest Entities," and Note] 6, "Property, Plant and Equipment," for [removed: further] [added: additional] information.

Once the installed software is ready for its intended use, such deferred costs are amortized on a straight-line basis to "Operation and maintenance," over the minimum term of the contract plus contractually-provided renewal periods that are [removed: reasonable] [added: reasonable,] expected to be exercised.

See Note [removed: 7, "Goodwill] [added: 12, "Pension] and Other [removed: Intangible Assets,"] [added: Postemployment Benefits,"] for additional information.

Accounts Receivable Transfer [removed: Program.] [added: Programs.] Certain of our subsidiaries have agreements with third parties to transfer certain accounts receivable without recourse.

The entire gross receivables balance remains on the December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] Consolidated Balance Sheets.

Refer to Note 16, [removed: "Short Term] [added: "Short-Term] Borrowings," for further information.

Inventory valued using LIFO was [removed: $44.9] [added: $43.0] million and [removed: $42.3] [added: $44.9] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Based on the average cost of gas using the LIFO method, the estimated replacement cost of gas in storage was [removed: less] [added: greater] than the stated LIFO cost by [removed: $13.6] [added: $7.7] million [added: at December 31, 2022] and [removed: $19.6] [added: was less than the stated LIFO cost by $13.6] million at December 31, [removed: 2021 and 2020, respectively.][added: 2021.]

As all LIFO inventory costs are collected from customers through our [removed: rate-][added: rate-regulated subsidiaries, no inventory impairment has been recorded.]

Gas inventory valued using the weighted average cost methodology was [removed: $282.4] [added: $488.7] million at December 31, [removed: 2021] [added: 2022] and [removed: $148.8] [added: $282.4] million at December 31, [removed: 2020.][added: 2021.]

Regulatory assets for income taxes are primarily attributable to property-related tax timing differences for which deferred taxes had not been provided in the [removed: past,] [added: past] when regulators did not recognize such taxes as costs in the rate-making process.

We had one such interim remeasurement in the [removed: first] [added: second] quarter of [removed: 2021.][added: 2022.]

[added: (1)] See Note 12, "Pension and Other [removed: Postretirement] [added: Postemployment] Benefits," for additional information.

The accruals for estimated environmental expenditures are recorded on the Consolidated Balance Sheets in “Other accruals” for short-term portions of these liabilities and “Other noncurrent liabilities” for the respective long-term portions of [added: these liabilities.]

VIEs and Allocation of Earnings. We fund a significant portion of our renewable generation assets through [removed: joint ventures] [added: JVs] with tax equity partners.

We consolidate these [removed: joint ventures] [added: JVs] in accordance with ASC 810 as they are VIEs in which we hold a variable interest, and we control decisions that are significant to the [removed: joint ventures'] [added: JVs'] ongoing operations and economic results (i.e., we are the primary beneficiary).

These [removed: joint ventures] [added: JVs] are subject to profit sharing arrangements in which the allocation of the [removed: joint ventures'] [added: JVs'] cash distributions and tax benefits to members is based on factors other than members' relative ownership percentages.

As such, we utilize the HLBV method to allocate proceeds to each partner at the balance sheet date based on the liquidation provisions of the related [removed: joint venture's] [added: JV's] operating agreement and adjusts the amount of the VIE's net income attributable to us and the noncontrolling tax equity member during the period.

In each reporting period, the application of HLBV to our consolidated VIEs results in a difference between the amount of profit from the consolidated [removed: joint ventures] [added: JVs] and the amount included in regulated rates.

In accordance with these principles, we recognize a regulatory liability or asset for amounts representing the timing difference between the profit earned from the [removed: joint ventures] [added: JVs] and the amount included in regulated rates to recover our approved investments in consolidated [removed: joint ventures.][added: JVs.]

These pronouncements [removed: are] [added: were] effective upon issuance on March 12, [removed: 2020, and will apply] [added: 2020] through December 31, 2022.

| Net Income (Loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 804.1 | | | | | | — | | | | | | (12.3) | | | | | | 791.8 | | |

| Contributions from noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19.1 | | | | | | 19.1 | | |

| Distributions to noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6.0) | | | | | | (6.0) | | |

| ATM Program | | | 0.1 | | | | | | — | | | | | | — | | | | | | 141.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | 141.9 | | |

| Balance as of December 31, 2022 | | | $ | 4.2 | | | | | $ | 1,546.5 | | | | | $ | (99.9) | | | | | $ | 7,375.3 | | | | | $ | (1,213.6) | | | | | $ | (37.1) | | | | | $ | 326.4 | | | | | $ | 7,901.8 | |

| Balance as of December 31, 2022 | | | 1,303 | | | | | | 416,106 | | | | | | (3,963) | | | | | | 412,143 | | |

We have evaluated recently issued accounting pronouncements and do not believe any pronouncements will have a significant impact on our Consolidated Financial Statements or Notes to the Consolidated Financial Statements.

In December 2022, the FASB issued ASU 2022-06, *Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848*, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic

848.

During the third quarter of 2022, the company applied the practical expedient under Topic 848 which allowed for the continuation of cash flow hedge accounting for interest rate derivative contracts upon the transition from LIBOR to alternative reference rates.

The application of this expedient had no material impact on the Consolidated Financial Statements.

The company

adopted this pronouncement in the fourth quarter of 2022.

In September 2022, the FASB issued ASU 2022-04, *Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations*.

This pronouncement requires that a buyer in a supplier finance program disclose sufficient information to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

This pronouncement is expected to improve financial reporting by requiring new disclosures about supplier finance programs, thereby allowing financial statement users to better consider the effect of such programs on an entity’s working capital, liquidity, and cash flows.

This pronouncement is effective for fiscal years beginning after December 15, 2022.

The company adopted this pronouncement as of January 1, 2023.

We had no active supplier finance programs as of December 31, 2022.

| Residential | | | $ | 2,609.7 | | | | | $ | 592.4 | | | | | $ | — | | | | | $ | 3,202.1 | |

| Commercial | | | 939.6 | | | | | | 571.0 | | | | | | — | | | | | | 1,510.6 | | |

| Industrial | | | 220.6 | | | | | | 560.6 | | | | | | — | | | | | | 781.2 | | |

| Miscellaneous | | | 40.3 | | | | | | 11.5 | | | | | | — | | | | | | 51.8 | | |

| Total Customer Revenues | | | $ | 4,003.1 | | | | | $ | 1,735.5 | | | | | $ | — | | | | | $ | 5,738.6 | |

| Other Revenues | | | 4.1 | | | | | | 95.4 | | | | | | 12.5 | | | | | | 112.0 | | |

| Total Operating Revenues | | | $ | 4,007.2 | | | | | $ | 1,830.9 | | | | | $ | 12.5 | | | | | $ | 5,850.6 | |

(2)Other revenues related to the Transition Services Agreement entered into in connection with the sale of the Massachusetts Business, which was substantially completed as of June 30, 2022.

See Note 21, "Business Segment Information," for discussion of intersegment revenues.

See Note 21, "Business Segment Information," for discussion of intersegment revenues.

We maintain a variety of these programs, including

When amounts previously recognized under alternative revenue accounting guidance are billed, we reduce the regulatory asset and record a customer account receivable.

| Balance as of December 31, 2022 | | | 560.5 | | | | | | 453.0 | | | | | |

| Balance as of January 1, 2022 | | | $ | 18.9 | | | | | $ | 3.8 | | | | | $ | 0.8 | | | | | $ | 23.5 | |

| Current period provisions | | | 29.1 | | | | | | 6.9 | | | | | | — | | | | | | 36.0 | | |

| Balance as of December 31, 2022 | | | $ | 17.2 | | | | | $ | 5.9 | | | | | $ | 0.8 | | | | | $ | 23.9 | |

Refer to Note 1, "Nature of Operations and Summary of Significant Accounting Policies - S.

NIPSCO also owns one solar facility, which is expected to go into service in 2023, Indiana Crossroads Solar, which has 200 MW of nameplate capacity.

NIPSCO and each tax equity partner contributed cash, and NIPSCO also assumed an obligation to the developers of the wind facilities representing the remaining economic interest.

The following table displays the total contributions paid and obligations incurred in the periods presented:

| NIPSCO Cash Contributions | | | $ | 151.8 | | | | | $ | 2.8 | | | | | $ | 0.7 | |

NISOURCE INC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of January 1, 2019 | | | $ | 3.8 | | | | | $ | 880.0 | | | | | $ | (99.9) | | | | | $ | 6,403.5 | | | | | $ | (1,399.3) | | | | | $ | (37.2) | | | | | $ | — | | | | | $ | 5,750.9 | |

| Net Income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 383.1 | | | | | | — | | | | | | — | | | | | | 383.1 | | |

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of January 1, 2019 | | | 420 | | | | | | 376,326 | | | | | | (3,963) | | | | | | 372,363 | | |

| Preferred stock(1) | | | 20 | | | | | | — | | | | | | — | | | | | | — | | |

| ATM program | | | — | | | | | | 8,423 | | | | | | — | | | | | | 8,423 | | |

Notes to Consolidated Financial Statements

When our subsidiaries sell entire regulated operating units, or retire or sell nonregulated properties, the original cost and accumulated depreciation and amortization balances are removed from "Net Property, Plant and Equipment" on the Consolidated Balance Sheets.

Any gain or loss is recorded in earnings, unless otherwise required by the applicable regulatory body.

regulated subsidiaries, no inventory impairment has been recorded.

these liabilities.

We are currently evaluating the impact of certain ASUs on our Consolidated Financial Statements and Notes to Consolidated Financial Statements, which are described below:

We have evaluated the temporary expedients and options available under this guidance and identified the financial instruments to which the expedients could be applied, if deemed necessary.

As of December 31, 2021, we have not applied any expedients and options available under these ASUs.

This

In August 2020, the FASB issued ASU 2020-06, *Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.* This pronouncement simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity.

Specifically, the ASU "simplifies accounting for convertible instruments by removing major separation models required under current GAAP." In addition, the ASU "removes certain settlement conditions that are required for equity contracts to qualify for it" and "simplifies the diluted earnings per share (EPS) calculations in certain areas." Finally, this ASU "eliminates the cash conversion and beneficial conversion feature models that require an issuer of certain convertible debt and preferred stock to separately account for embedded conversion features as a component of equity." This pronouncement is effective for the annual period beginning after December 15, 2021, and interim periods within those fiscal years.

This accounting pronouncement will impact the denominator in the calculation of diluted EPS for our Equity Units.

Beginning Q1 2022, we will be required to assume share settlement of the remaining purchase contract payment balance when applying the if-converted method.

Moreover, we will also be required to utilize the average share price for the period instead of the end of period price.

We have adopted this ASU on its effective date.

The Gas Distribution Operations segment provides natural gas service and transportation for residential, commercial and industrial customers in Ohio, Pennsylvania, Virginia, Kentucky, Maryland and Indiana.

The Electric Operations segment provides electric service in 20 counties in the northern part of Indiana.

| Residential | | | $ | 2,309.0 | | | | | $ | 481.6 | | | | | $ | — | | | | | $ | 2,790.6 | |

| Commercial | | | 771.3 | | | | | | 486.6 | | | | | | — | | | | | | 1,257.9 | | |

| Industrial | | | 245.2 | | | | | | 607.7 | | | | | | — | | | | | | 852.9 | | |

| Miscellaneous | | | 52.0 | | | | | | 21.5 | | | | | | 0.8 | | | | | | 74.3 | | |

| Total Customer Revenues | | | $ | 3,455.2 | | | | | $ | 1,597.4 | | | | | $ | 0.8 | | | | | $ | 5,053.4 | |

| Other Revenues | | | 54.5 | | | | | | 101.0 | | | | | | — | | | | | | 155.5 | | |

| Total Operating Revenues | | | $ | 3,509.7 | | | | | $ | 1,698.4 | | | | | $ | 0.8 | | | | | $ | 5,208.9 | |

well as normalization programs that adjust revenues for the effects of weather or other external factors.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2020 | | | $ | 400.0 | | | | | $ | 327.2 | | | | |

| Balance as of January 1, 2020 | | | $ | 9.1 | | | | | $ | 3.1 | | | | | $ | 0.8 | | | | | $ | 13.0 | |

During [removed: 2021,] [added: 2022,] we conducted an evaluation of our internal control over financial reporting.

We have audited the internal control over financial reporting of NiSource Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February [removed: 23, 2022,] [added: 22, 2023,] expressed an unqualified opinion on those financial statements.

February 22, 2023

February 23, 2022

Except for the information required by this item with respect to our executive officers included at the end of Part I of this report on Form 10-K, the information required by this Item 10 is incorporated herein by reference to the discussion in "Proposal 1 Election of Directors," "Corporate [removed: Governance,"] [added: Governance - Board Committee Composition," "Corporate Governance - Code of Business Conduct,"] and "Delinquent Section 16(a) Reports" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 24, 2022.][added: 23, 2023.]

The information required by this Item 11 is incorporated herein by reference to the discussion in "Corporate Governance - Compensation Committee Interlocks and Insider Participation," [removed: "2021] [added: "2022] Director Compensation," [removed: "2021] [added: "2022] Executive Compensation," [removed: and] "Compensation Discussion and Analysis [removed: (CD&A) - Compensation] [added: (CD&A)," and "Compensation and Human Capital] Committee [removed: Report,"] [added: Report"] of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 24, 2022.][added: 23, 2023.]

The information required by this Item 12 is incorporated herein by reference to the discussion in "Security Ownership of Certain Beneficial Owners and Management," and "Equity Compensation Plan Information" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 24, 2022.][added: 23, 2023.]

The information required by this Item 13 is incorporated herein by reference to the discussion in "Corporate Governance - Policies and Procedures with Respect to Transactions with Related Persons" and "Corporate Governance - Director Independence" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 24, 2022.][added: 23, 2023.]

The information required by this Item 14 is incorporated herein by reference to the discussion in "Independent Registered Public Accounting Firm Fees" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 24, 2022.][added: 23, 2023.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i4fc5918d394d455c956e1b42164b17f0_88)] [added: Firm](#ide8138260fb24015991c34d57214f047_124)] (PCAOB ID: 34) | | | [removed: [58](#i4fc5918d394d455c956e1b42164b17f0_88)] [added: [56](#ide8138260fb24015991c34d57214f047_124)] | | |

| [Statements of Consolidated Income [removed: (Loss)](#i4fc5918d394d455c956e1b42164b17f0_91)] [added: (Loss)](#ide8138260fb24015991c34d57214f047_127)] | | | [removed: [61](#i4fc5918d394d455c956e1b42164b17f0_91)] [added: [58](#ide8138260fb24015991c34d57214f047_127)] | | |

| [Statements of Consolidated Comprehensive Income [removed: (Loss)](#i4fc5918d394d455c956e1b42164b17f0_94)] [added: (Loss)](#ide8138260fb24015991c34d57214f047_130)] | | | [removed: [62](#i4fc5918d394d455c956e1b42164b17f0_94)] [added: [59](#ide8138260fb24015991c34d57214f047_130)] | | |

| [Consolidated Balance [removed: Sheets](#i4fc5918d394d455c956e1b42164b17f0_97)] [added: Sheets](#ide8138260fb24015991c34d57214f047_133)] | | | [removed: [63](#i4fc5918d394d455c956e1b42164b17f0_97)] [added: [60](#ide8138260fb24015991c34d57214f047_133)] | | |

| [Statements of Consolidated Cash [removed: Flows](#i4fc5918d394d455c956e1b42164b17f0_100)] [added: Flows](#ide8138260fb24015991c34d57214f047_136)] | | | [removed: [65](#i4fc5918d394d455c956e1b42164b17f0_100)] [added: [62](#ide8138260fb24015991c34d57214f047_136)] | | |

| [Statements of Consolidated Stockholders’ [removed: Equity](#i4fc5918d394d455c956e1b42164b17f0_103)] [added: Equity](#ide8138260fb24015991c34d57214f047_139)] | | | [removed: [66](#i4fc5918d394d455c956e1b42164b17f0_103)] [added: [63](#ide8138260fb24015991c34d57214f047_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4fc5918d394d455c956e1b42164b17f0_106)] [added: Statements](#ide8138260fb24015991c34d57214f047_142)] | | | [removed: [68](#i4fc5918d394d455c956e1b42164b17f0_109)] [added: [65](#ide8138260fb24015991c34d57214f047_145)] | | |

| (3.3) | | | Bylaws of NiSource Inc., as amended and restated through [removed: January 26, 2018] [added: August 9, 2022] (incorporated by reference to [Exhibit 3.1 to the NiSource Inc. Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000111171118000003/a8-kexhibit31x12618.htm)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312522216834/d367891dex31.htm)] filed on [removed: January 26, 2018).] [added: August 10, 2022).] | | |

| (21) | | | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex21x20211231.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex21x20221231.htm)] | | |

| (23) | | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex23x20211231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex23x20231231.htm)] | | |

| (31.1) | | | [Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex311x20211231.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex311x20221231.htm)] | | |

| (31.2) | | | [Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex312x20211231.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex312x20221231.htm)] | | |

| (32.1) | | | [Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex321x20211231.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex321x20221231.htm)] | | |

| (32.2) | | | [Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1111711/000111171122000007/ni-ex322x20211231.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex322x20221231.htm)] | | |

| [Schedule II](#ide8138260fb24015991c34d57214f047_238) | | | [118](#ide8138260fb24015991c34d57214f047_238) | | |

| (4.29) | | | Form of 5.000% Notes due 2052 (incorporated by reference to [Exhibit 4.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312522171998/d365418dex41.htm) filed on June 10, 2022). | | |

| (10.55) | | | First Amendment to the NiSource Inc. 2020 Omnibus Incentive Plan (incorporated by reference to [Exhibit 10.1 of the NiSource Inc. Form 10-Q](http://www.sec.gov/Archives/edgar/data/1111711/000111171122000013/ni-ex101_20220331.htm) filed on May 4, 2022) | | |

| (10.56) | | | Credit Agreement, dated as of December 20, 2022, among NiSource Inc., as Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, PNC Capital Markets LLC, as Syndication Agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents and JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, Bank of America, N.A. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to [Exhibit 10.1 of the NiSource Inc. Form 8-K](http://www.sec.gov/Archives/edgar/data/1111711/000119312522309195/d419538dex101.htm) filed on December 20, 2022) | | |

| (10.57) | | | [Form of Restricted Stock Unit Award Agreement.](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex1057x20221231.htm)* | | |

| (10.58) | | | [Form of Performance Share Unit Award Agreement.](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex1058x20221231.htm)* | | |

| (10.59) | | | [Form of Restricted Stock Unit Award Agreement.](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex1059x20221231.htm)* | | |

| (10.60) | | | [Form of Performance Share Unit Award Agreement.](https://www.sec.gov/Archives/edgar/data/1111711/000111171123000006/ni-ex1060x20221231.htm)* | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Schedule II](#i4fc5918d394d455c956e1b42164b17f0_247) | | | [123](#i4fc5918d394d455c956e1b42164b17f0_247) | | |

| Date: February [removed: 23, 2022] [added: 22, 2023] | | | By: | | | /s/ LLOYD M. YATES | | |

| | | | | | | /s/ | | | LLOYD M. YATES | | | | | | President, Chief | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | DONALD E. BROWN | | | | | | Executive Vice President and | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | GUNNAR J. GODE | | | | | | Vice President and | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | KEVIN T. KABAT | | | | | | Chairman of the Board | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | PETER A. ALTABEF | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | SONDRA L. BARBOUR | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | THEODORE H. BUNTING, JR. | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | ERIC L. BUTLER | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | ARISTIDES S. CANDRIS | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | DEBORAH A. HENRETTA | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | DEBORAH A.P. HERSMAN | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | MICHAEL E. JESANIS | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| | | | | | | /s/ | | | CASSANDRA S. LEE | | | | | | Director | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

None.

| | | | | | | /s/ | | | WILLIAM D. JOHNSON | | | | | | Director | | | Date: February 22, 2023 | | |

| | | | | | | | | | William D. Johnson | | | | | | | | | | | |

None

| | | | | | | /s/ | | | WAYNE S. DEVEYDT | | | | | | Director | | | Date: February 23, 2022 | | |

| | | | | | | | | | Wayne S. DeVeydt | | | | | | | | | | | |