NiSource 10-Q 2022-06-30

Filed 2022-08-03. 8 sections, 270K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-16189

NiSource Inc.

(Exact name of registrant as specified in its charter)

DE35-2108964
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
801 East 86th Avenue
Merrillville,IN46410
(Address of principal executive offices)(Zip Code)

(877) 647-5990

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareNINYSE
Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per shareNI PR BNYSE
Series A Corporate UnitsNIMCNYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)

Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Emerging growth company ☐ Non-accelerated filer ¨ Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $0.01 Par Value: 405,952,999 shares outstanding at July 26, 2022.

NISOURCE INC.

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED JUNE 30, 2022

Table of Contents

Page
Defined Terms3
PART IFINANCIAL INFORMATION
Item 1.Financial Statements - unaudited
Condensed Statements of Consolidated Income (unaudited)7
Condensed Statements of Consolidated Comprehensive Income (unaudited)8
Condensed Consolidated Balance Sheets (unaudited)9
Condensed Statements of Consolidated Cash Flows (unaudited)11
Condensed Statements of Consolidated Equity (unaudited)12
Notes to Condensed Consolidated Financial Statements (unaudited)15
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations36
Item 3.Quantitative and Qualitative Disclosures About Market Risk56
Item 4.Controls and Procedures56
PART IIOTHER INFORMATION
Item 1.Legal Proceedings57
Item 1A.Risk Factors57
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds57
Item 3.Defaults Upon Senior Securities57
Item 4.Mine Safety Disclosures57
Item 5.Other Information57
Item 6.Exhibits58
Signature59
DEFINED TERMS
The following is a list of frequently used abbreviations or acronyms that are found in this report:
NiSource Subsidiaries and Affiliates
Columbia of KentuckyColumbia Gas of Kentucky, Inc.
Columbia of MarylandColumbia Gas of Maryland, Inc.
Columbia of MassachusettsBay State Gas Company
Columbia of OhioColumbia Gas of Ohio, Inc.
Columbia of PennsylvaniaColumbia Gas of Pennsylvania, Inc.
Columbia of VirginiaColumbia Gas of Virginia, Inc.
NIPSCONorthern Indiana Public Service Company LLC
NiSource ("we," "us" or "our")NiSource Inc.
RosewaterRosewater Wind Generation LLC and its wholly owned subsidiary, Rosewater Wind Farm LLC
Indiana Crossroads WindIndiana Crossroads Wind Generation LLC and its wholly owned subsidiary, Indiana Crossroads Wind Farm LLC
Abbreviations and Other
AFUDCAllowance for funds used during construction
AOCIAccumulated Other Comprehensive Income (Loss)
ASCAccounting Standards Codification
ASUAccounting Standards Update
ATMAt-the-market
BTABuild-transfer agreement
CCRsCoal Combustion Residuals
CEPCapital Expenditure Program
CERCLAComprehensive Environmental Response Compensation and Liability Act (also known as Superfund)
Corporate UnitsSeries A Corporate Units
COVID-19 ("the COVID-19 pandemic" or "the pandemic")Novel Coronavirus 2019 and its variants, including the Delta and Omicron variants, and any other variant that may emerge
DPUDepartment of Public Utilities
DSICDistribution System Improvement Charge
EPAUnited States Environmental Protection Agency
EPSEarnings per share
Equity UnitsSeries A Equity Units
FACFuel adjustment clause
FASBFinancial Accounting Standards Board
FMCAFederally Mandated Cost Adjustment
GAAPGenerally Accepted Accounting Principles
GCAGas cost adjustment
GHGGreenhouse gases
GWhGigawatt hours
IRPInfrastructure Replacement Program
IURCIndiana Utility Regulatory Commission
LIBORLondon InterBank Offered Rate
LIHEAPLow Income Heating Energy Assistance Programs
DEFINED TERMS
Massachusetts BusinessAll of the assets sold to, and liabilities assumed by, Eversource pursuant to the Asset Purchase Agreement
MGPManufactured Gas Plant
MISOMidcontinent Independent System Operator
MMDthMillion dekatherms
MWMegawatts
MWhMegawatt hours
NTSBNational Transportation Safety Board
NYMEXNew York Mercantile Exchange
OPEBOther Postemployment Benefits
PHMSAPipeline and Hazardous Materials Safety Administration
PPAPower Purchase Agreement
PUCOPublic Utilities Commission of Ohio
RNGRenewable Natural Gas
SAVESteps to Advance Virginia's Energy Plan
Scope 1 GHG EmissionsDirect emissions from sources owned or controlled by us (e.g., emissions from our combustion of fuel, vehicles, and process emissions and fugitive emissions)
SECSecurities and Exchange Commission
Section 201 TariffsTariffs imposed by Executive Order from the President of the U.S. on certain imported solar cells and modules at a rate of 15%, which were recently extended to 2026
SMRPSafety Modification and Replacement Program
STRIDEStrategic Infrastructure Development Enhancement
TCJAAn Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as the Tax Cuts and Jobs Act of 2017)
TDSICTransmission, Distribution and Storage System Improvement Charge
U.S. Attorney's OfficeU.S. Attorney's Office for the District of Massachusetts
VIEVariable Interest Entity

Note regarding forward-looking statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Investors and prospective investors should understand that many factors govern whether any forward-looking statement contained herein will be or can be realized. Any one of those factors could cause actual results to differ materially from those projected. These forward-looking statements include, but are not limited to, statements concerning our plans, strategies, objectives, expected performance, expenditures, recovery of expenditures through rates, stated on either a consolidated or segment basis, and any and all underlying assumptions and other statements that are other than statements of historical fact. 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. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially.

Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this Quarterly Report on Form 10-Q 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 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 goals; 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; inflation; 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; changes in the 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; other matters in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, many of which risks are beyond our control. In addition, the relative contributions to profitability by each business segment, and the assumptions underlying the forward-looking statements relating thereto, may change over time.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to the future results over time or otherwise, except as required by law.

IndexPage
Condensed Statements of Consolidated Income (unaudited)7
Condensed Statements of Consolidated Comprehensive Income (unaudited)8
Condensed Consolidated Balance Sheets (unaudited)9
Condensed Statements of Consolidated Cash Flows (unaudited)11
Condensed Statements of Consolidated Equity (unaudited)12
Notes to Condensed Consolidated Financial Statements (unaudited)15
1. Basis of Accounting Presentation15
2. Recent Accounting Pronouncements15
3. Revenue Recognition15
4. Earnings Per Share19
5. Equity20
6. Regulatory Matters21
7. Risk Management Activities22
8. Fair Value24
9. Goodwill27
10. Income Taxes27
11. Pension and Other Postretirement Benefits27
12. Variable Interest Entities28
13. Long-Term Debt30
14. Short-Term Borrowings30
15. Other Commitments and Contingencies30
16. Accumulated Other Comprehensive Loss34
17. Other, Net35
18. Business Segment Information35

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NiSource Inc.

Condensed Statements of Consolidated Income (unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(in millions, except per share amounts)2022202120222021
Operating Revenues
Customer revenues$1,156.5$952.4$2,996.8$2,458.9
Other revenues26.733.659.772.7
Total Operating Revenues1,183.2986.03,056.52,531.6
Operating Expenses
Cost of energy383.7228.31,090.4705.1
Operation and maintenance381.9362.8776.2724.3
Depreciation and amortization208.7186.3401.4371.3
Loss (gain) on sale of assets, net—(0.1)(105.0)8.0
Other taxes65.666.5149.9147.5
Total Operating Expenses1,039.9843.82,312.91,956.2
Operating Income143.3142.2743.6575.4
Other Income (Deductions)
Interest expense, net(84.5)(84.5)(168.2)(169.1)
Other, net9.012.419.922.9
Total Other Deductions, Net(75.5)(72.1)(148.3)(146.2)
Income before Income Taxes67.870.1595.3429.2
Income Taxes12.013.2108.275.8
Net Income55.856.9487.1353.4
Net loss attributable to noncontrolling interest(11.2)(3.4)(6.7)(2.4)
Net Income Attributable to NiSource67.060.3493.8355.8
Preferred dividends(13.8)(13.8)(27.6)(27.6)
Net Income Available to Common Shareholders53.246.5466.2328.2
Earnings Per Share
Basic Earnings Per Share$0.13$0.12$1.15$0.84
Diluted Earnings Per Share$0.12$0.11$1.06$0.80
Basic Average Common Shares Outstanding406.4393.0406.2392.8
Diluted Average Common Shares440.2422.9440.8408.5

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Comprehensive Income (unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(in millions, net of taxes)2022202120222021
Net Income$55.8$56.9$487.1$353.4
Other comprehensive income:
Net unrealized gain (loss) on available-for-sale debt securities(1)(3.9)0.9(9.6)(1.6)
Net unrealized gain (loss) on cash flow hedges(2)56.0(49.8)103.034.8
Unrecognized pension and OPEB benefit (costs)(3)(2.5)0.8(2.4)(0.1)
Total other comprehensive income (loss)49.6(48.1)91.033.1
Comprehensive Income$105.4$8.8$578.1$386.5

(1)Net unrealized gain (loss) on available-for-sale debt securities, net of $1.1 million tax benefit and $0.3 million tax expense in the second quarter of 2022 and 2021, respectively and $2.6 million and $0.4 million tax benefit for the six months ended 2022 and 2021, respectively.

(2)Net unrealized gain (loss) on cash flow hedges, net of $12.8 million tax expense and $16.5 million tax benefit in the second quarter of 2022 and 2021, respectively, and $34.1 million and $11.5 million tax expense for the six months ended 2022 and 2021, respectively.

(3)Unrecognized pension and OPEB benefit (costs), net of $0.8 million tax benefit and $0.2 million tax expense in the second quarter of 2022 and 2021, respectively, and $0.8 million tax benefit and $1.1 million tax expense for the six months ended 2022 and 2021, respectively.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Consolidated Balance Sheets (unaudited)

(in millions)June 30, 2022December 31, 2021
ASSETS
Property, Plant and Equipment
Plant$26,046.1$25,171.3
Accumulated depreciation and amortization(7,534.4)(7,289.5)
Net Property, Plant and Equipment(1)18,511.717,881.8
Investments and Other Assets
Unconsolidated affiliates0.80.8
Available-for-sale debt securities (amortized cost of $160.2 and $169.3, allowance for credit losses of $1.0 and $0.2, respectively)149.8171.8
Other investments73.587.1
Total Investments and Other Assets224.1259.7
Current Assets
Cash and cash equivalents77.884.2
Restricted cash21.710.7
Accounts receivable740.7849.1
Allowance for credit losses(26.1)(23.5)
Accounts receivable, net714.6825.6
Gas inventory307.5327.4
Materials and supplies, at average cost142.9139.1
Electric production fuel, at average cost41.232.2
Exchange gas receivable134.699.6
Regulatory assets179.7206.2
Prepayments and other291.7195.8
Total Current Assets(1)1,911.71,920.8
Other Assets
Regulatory assets2,308.82,286.0
Goodwill1,485.91,485.9
Deferred charges and other371.6322.7
Total Other Assets4,166.34,094.6
Total Assets$24,813.8$24,156.9

(1)Includes $684.6 million and $695.9 million at June 30, 2022 and December 31, 2021, respectively, of net property, plant and equipment assets and $20.4 million and $14.3 million at June 30, 2022 and December 31, 2021, respectively, of current assets of consolidated VIEs that may be used only to settle obligations of the consolidated VIEs. Refer to Note 12, "Variable Interest Entities" for additional information.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Consolidated Balance Sheets (unaudited) (continued)

(in millions, except share amounts)June 30, 2022December 31, 2021
CAPITALIZATION AND LIABILITIES
Capitalization
Stockholders’ Equity
Common stock - $0.01 par value, 600,000,000 shares authorized; 405,878,297 and 405,303,023 shares outstanding, respectively$4.1$4.1
Preferred stock - $0.01 par value, 20,000,000 shares authorized; 1,302,500 shares outstanding1,546.51,546.5
Treasury stock(99.9)(99.9)
Additional paid-in capital7,218.67,204.3
Retained deficit(1,408.9)(1,580.9)
Accumulated other comprehensive loss(35.8)(126.8)
Total NiSource Stockholders’ Equity7,224.66,947.3
Noncontrolling interest in consolidated subsidiaries315.8325.6
Total Equity7,540.47,272.9
Long-term debt, excluding amounts due within one year9,520.29,183.4
Total Capitalization17,060.616,456.3
Current Liabilities
Current portion of long-term debt37.358.1
Short-term borrowings555.0560.0
Accounts payable650.3697.8
Dividends payable - common stock95.4—
Dividends payable - preferred stock8.2—
Customer deposits and credits184.7237.9
Taxes accrued232.3277.1
Interest accrued124.4105.5
Exchange gas payable91.2107.7
Regulatory liabilities300.4137.4
Accrued compensation and employee benefits142.9182.7
Other accruals592.9382.0
Total Current Liabilities(1)3,015.02,746.2
Other Liabilities
Deferred income taxes1,830.91,659.4
Accrued liability for postretirement and postemployment benefits280.5292.5
Regulatory liabilities1,833.01,842.6
Asset retirement obligations464.1469.7
Other noncurrent liabilities329.7690.2
Total Other Liabilities(1)4,738.24,954.4
Commitments and Contingencies (Refer to Note 15, "Other Commitments and Contingencies")
Total Capitalization and Liabilities$24,813.8$24,156.9

(1)Includes $7.5 million and $10.0 million at June 30, 2022 and December 31, 2021, respectively, of current liabilities and $20.8 million and $20.5 million at June 30, 2022 and December 31, 2021, respectively, of other liabilities of consolidated VIEs that creditors do not have recourse to our general credit. Refer to Note 12, "Variable Interest Entities," for additional information.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Cash Flows (unaudited)

Six Months Ended June 30, (in millions)20222021
Operating Activities
Net Income$487.1$353.4
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
Depreciation and amortization401.4371.3
Deferred income taxes and investment tax credits100.870.8
Loss (gain) on sale of assets(105.0)8.0
Other adjustments14.18.9
Changes in Assets and Liabilities:
Components of working capital2.4(106.2)
Regulatory assets/liabilities(8.2)21.5
Deferred charges and other noncurrent assets(16.1)(2.5)
Other noncurrent liabilities30.7(22.2)
Net Cash Flows from Operating Activities907.2703.0
Investing Activities
Capital expenditures(917.0)(798.1)
Insurance recoveries105.0—
Payment to renewable generation asset developer(79.0)(7.4)
Other investing activities(60.1)(56.9)
Net Cash Flows used for Investing Activities(951.1)(862.4)
Financing Activities
Issuance of long-term debt, net of discount and underwriting costs345.6—
Repayments of long-term debt and finance lease obligations(34.7)(12.2)
Change in short-term borrowings, net (maturity ≤ 90 days)(5.0)(503.0)
Issuance of common stock, net of issuance costs5.96.0
Equity costs, premiums and other debt related costs(9.1)(5.9)
Contributions from noncontrolling interest—7.4
Distributions to noncontrolling interest(3.0)(0.2)
Issuance of equity units, net of underwriting costs—839.9
Dividends paid - common stock(190.6)(172.5)
Dividends paid - preferred stock(27.6)(27.6)
Contract liability payment(33.0)(7.7)
Net Cash Flows from Financing Activities48.5124.2
Change in cash, cash equivalents and restricted cash4.6(35.2)
Cash, cash equivalents and restricted cash at beginning of period94.9125.6
Cash, Cash Equivalents and Restricted Cash at End of Period$99.5$90.4

Reconciliation to Balance Sheet

Six Months Ended June 30, (in millions)2022
Cash and cash equivalents77.8
Restricted Cash21.7
Total Cash, Cash Equivalents and Restricted Cash99.5

Supplemental Disclosures of Cash Flow Information

Six Months Ended June 30, (in millions)20222021
Non-cash transactions:
Capital expenditures included in current liabilities$252.6$193.0
Dividends declared but not paid103.694.4
Purchase contract liability(1)97.3161.5
Obligation to developer at formation of joint venture$—$6.0

(1)Refer to Note 5, "Equity," for additional information.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

Item 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Equity (unaudited)

(in millions)Common StockPreferred Stock**(1)**Treasury StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Consolidated SubsidiariesTotal
Balance as of April 1, 2022$4.1$1,546.5$(99.9)$7,208.9$(1,372.3)$(85.4)$329.5$7,531.4
Comprehensive Income:
Net income————67.0—(11.2)55.8
Other comprehensive income, net of tax—————49.6—49.6
Dividends:
Common stock ($0.24 per share)————(95.4)——(95.4)
Preferred stock (See Note 5)————(8.2)——(8.2)
Distributions to noncontrolling interests——————(2.5)(2.5)
Stock issuances:
Employee stock purchase plan———1.3———1.3
Long-term incentive plan———6.0———6.0
401(k) and profit sharing———2.4———2.4
Balance as of June 30, 2022$4.1$1,546.5$(99.9)$7,218.6$(1,408.9)$(35.8)$315.8$7,540.4
(1)Series A, Series B, and Series C shares have an aggregate liquidation preference of $400M, $500M, and $863M, respectively. See Note 5, "Equity" for additional information.
(in millions)Common StockPreferred Stock**(1)**Treasury StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Consolidated SubsidiariesTotal
Balance as of January 1, 2022$4.1$1,546.5$(99.9)$7,204.3$(1,580.9)$(126.8)$325.6$7,272.9
Comprehensive Income:
Net income————493.8—(6.7)487.1
Other comprehensive income, net of tax—————91.0—91.0
Dividends:
Common stock ($0.71 per share)————(286.1)——(286.1)
Preferred stock (See Note 5)————(35.7)——(35.7)
Distributions to noncontrolling interests——————(3.1)(3.1)
Stock issuances:
Employee stock purchase plan———2.5———2.5
Long-term incentive plan———6.9———6.9
401(k) and profit sharing———4.9———4.9
Balance as of June 30, 2022$**4.1

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

NiSource Inc.

Electric Operations

Financial and operational data for the Electric Operations segment for the three and six months ended June 30, 2022 and 2021 are presented below.

Three Months Ended June 30,Six Months Ended June 30,
(in millions)20222021Favorable (Unfavorable)20222021Favorable (Unfavorable)
Operating Revenues$437.3$403.7$33.6$867.6$806.4$61.2
Operating Expenses
Cost of energy130.499.3(31.1)248.0197.1(50.9)
Operation and maintenance124.2127.33.1240.8246.45.6
Depreciation and amortization96.083.7(12.3)178.9167.1(11.8)
Other taxes14.113.8(0.3)28.128.30.2
Total Operating Expenses364.7324.1(40.6)695.8638.9(56.9)
Operating Income$72.6$79.6$(7.0)$171.8$167.5$4.3
Revenues
Residential$137.1$131.9$5.2$275.6$261.1$14.5
Commercial134.7129.94.8269.2252.816.4
Industrial138.9119.219.7268.9242.326.6
Wholesale3.93.10.86.56.5—
Other22.719.63.147.443.73.7
Total$437.3$403.7$33.6$867.6$806.4$61.2
Sales (GWh)
Residential845.4821.024.41,664.61,625.639.0
Commercial915.3904.211.11,800.61,772.128.5
Industrial1,994.72,150.8(156.1)4,002.54,214.1(211.6)
Wholesale27.712.415.332.144.5(12.4)
Other24.520.34.249.647.62.0
Total3,807.63,908.7(101.1)7,549.47,703.9(154.5)
Cooling Degree Days3423182434231824
Normal Cooling Degree Days24723982472398
% Warmer than Normal38%33%38%33%
% Warmer than 20218%8%
Electric Customers
Residential423,365420,3473,018
Commercial58,15657,637519
Industrial2,1332,148(15)
Wholesale712719(7)
Other321
Total484,369480,8533,516

Comparability of operation and maintenance expenses and depreciation and amortization may be impacted by regulatory and depreciation trackers that allow for the recovery in rates of certain costs.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

NiSource Inc.

Electric Operations

The underlying reasons for changes in our operating revenues for the three and six months ended June 30, 2022 compared to the same periods in 2021 are presented below.

Favorable (Unfavorable)
Changes in Operating Revenues (in millions)Three Months Ended June 30, 2022 vs 2021Six Months Ended June 30, 2022 vs 2021
FAC adjustment(1)$(8.0)$(8.0)
Decreased customer usage(1.9)(5.1)
PPA revenue from renewable joint venture projects, mostly offset by JV operating expenses6.214.7
The effects of weather in 2022 compared to 20212.03.5
The effects of customer growth1.22.5
New rates from regulatory capital and DSM programs1.12.2
Other1.82.8
Change in operating revenues (before cost of energy and other tracked items)$2.4$12.6
*

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk are reported in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Disclosures."

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the most recently completed quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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NiSource Inc.

PART II

ITEM 1. LEGAL PROCEEDINGS

For a description of our legal proceedings, see Note 15, "Other Commitments and Contingencies" "-B. Legal Proceedings," in the Notes to Condensed Consolidated Financial Statements (unaudited). This information is supplemented by Note 15, "Other Commitments and Contingencies" in the Notes to Condensed Consolidated Financial Statements (unaudited) of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.

Item 1A. RISK FACTORS

Please refer to the risk factors set forth in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2021, as supplemented by the risk factor set forth in Part II, Item 1A of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

Item 6. EXHIBITS

NiSource Inc.

(4.1)Form of 5.000% Notes due 2052 (incorporated by reference to Exhibit 4.1 to the NiSource Inc. Form 8-K filed on June 10, 2022).
(31.1)Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
(31.2)Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
(32.1)Certification of Chief Executive Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).*
(32.2)Certification of Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).*
(101.INS)Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(101.SCH)Inline XBRL Schema Document
(101.CAL)Inline XBRL Calculation Linkbase Document
(101.LAB)Inline XBRL Labels Linkbase Document
(101.PRE)Inline XBRL Presentation Linkbase Document
(101.DEF)Inline XBRL Definition Linkbase Document
(104)Cover page Interactive Data File (formatted as inline XBRL, and contained in Exhibit 101.)
*Exhibit filed herewith.

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SIGNATURE

NiSource Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NiSource Inc.
(Registrant)
Date:August 3, 2022By:/s/ Gunnar J. Gode
Gunnar J. Gode
Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)