NiSource 10-Q 2024-06-30

Filed 2024-08-07. 8 sections, 280K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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, 2024

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

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: 448,509,837 shares outstanding at July 31, 2024.

NISOURCE INC.

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED JUNE 30, 2024

Table of Contents

Page
Defined Terms3
PART IFINANCIAL INFORMATION
Item 1.Financial Statements - unaudited
Condensed Statements of Consolidated Income (unaudited)8
Condensed Statements of Consolidated Comprehensive Income (unaudited)9
Condensed Consolidated Balance Sheets (unaudited)10
Condensed Statements of Consolidated Cash Flows (unaudited)12
Condensed Statements of Consolidated Equity (unaudited)14
Notes to Condensed Consolidated Financial Statements (unaudited)17
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations39
Item 3.Quantitative and Qualitative Disclosures About Market Risk62
Item 4.Controls and Procedures62
PART IIOTHER INFORMATION
Item 1.Legal Proceedings63
Item 1A.Risk Factors63
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds63
Item 3.Defaults Upon Senior Securities63
Item 4.Mine Safety Disclosures63
Item 5.Other Information63
Item 6.Exhibits64
Signature65
DEFINED TERMS
The following is a list of frequently used abbreviations or acronyms that are found in this report:
NiSource Subsidiaries and Affiliates (not exhaustive)
Columbia of KentuckyColumbia Gas of Kentucky, Inc.
Columbia of MarylandColumbia Gas of Maryland, Inc.
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
NIPSCO Holdings INIPSCO Holdings I LLC
NIPSCO Holdings IINIPSCO Holdings II 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
Indiana Crossroads SolarIndiana Crossroads Solar Generation LLC and its wholly owned subsidiary, Meadow Lake Solar Park LLC
Dunns Bridge IDunn's Bridge I Solar Generation LLC and its wholly owned subsidiary, Dunns Bridge Solar Center, LLC
Dunns Bridge IIDunn's Bridge II Solar Generation LLC
GibsonGibson Solar Generation LLC
FairbanksFairbanks Solar Generation LLC
CavalryCavalry Solar Generation LLC
Abbreviations and Other
AFUDCAllowance for funds used during construction
AOCIAccumulated Other Comprehensive Income (Loss)
ASCAccounting Standards Codification
ASUAccounting Standards Update
ATMAt-the-market
BIPBIP Blue Buyer L.L.C
BIP Blue Buyer VCOC L.L.CBIP Blue Buyer VCOC L.L.C., a Delaware limited liability company and also an affiliate of Blackstone
BlackstoneBlackstone Infrastructure Partners L.P
BTABuild-transfer agreement
CCRsCoal Combustion Residuals
CEPOhio Capital Expenditure Program
CERCLAComprehensive Environmental Response Compensation and Liability Act (also known as Superfund)
CODMChief Operating Decision Maker
Columbia OperationsReportable segment comprised of the results of NiSource Gas Distribution company, including all of its Columbia Gas distribution companies and related subsidiaries
Corporate UnitsSeries A Corporate Units
DSICDistribution System Improvement Charge
DSMDemand Side Management
EPAUnited States Environmental Protection Agency
DEFINED TERMS
EPSEarnings per share
Equity UnitsSeries A Equity Units
FACFuel adjustment clause
FASBFinancial Accounting Standards Board
FMCAIndiana Federally Mandated Cost Adjustment mechanism
GAAPGenerally Accepted Accounting Principles
GCAGas cost adjustment
GHGGreenhouse gases
GWhGigawatt hours
IRAInflation Reduction Act of 2022
IRPOhio Infrastructure Replacement Program
IURCIndiana Utility Regulatory Commission
JVJoint Venture
LIFOLast In, First Out
LIHEAPLow Income Heating Energy Assistance Program
MGPManufactured Gas Plant
MISOMidcontinent Independent System Operator
MMDthMillion dekatherms
MWMegawatts
MWhMegawatt hours
NIPSCO ElectricThe electric generation and transmission activities of the NIPSCO Operations reportable segment
NIPSCO GasThe gas distribution activities of the NIPSCO Operations reportable segment
NIPSCO Minority Interest TransactionA transaction between NiSource, NIPSCO Holdings II (sole owner of NIPSCO) and an affiliate of Blackstone pursuant to a purchase and sale agreement entered into on June 17, 2023, that offered equity interests in NIPSCO Holdings II in exchange for capital contributions by the parties.
NIPSCO OperationsReportable segment comprised of the results of NIPSCO Holdings I, NIPSCO Holdings II, and NIPSCO and all related subsidiaries
NYMEXNew York Mercantile Exchange
OPEBOther Postemployment Benefits
PHMSAPipeline and Hazardous Materials Safety Administration
PPAPower Purchase Agreement
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)
Scope 2 GHG EmissionsIndirect emissions from sources owned or controlled by us
SECSecurities and Exchange Commission
SMRPKentucky Safety Modification and Replacement Program
SMSSafety Management System
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)
TDSICIndiana Transmission, Distribution and Storage System Improvement Charge
DEFINED TERMS
VIEVariable Interest Entity
WAMWork and Asset Management enterprise resourcing system

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"). Forward-looking statements in this Quarterly Report on Form 10-Q 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 work successfully with our third-party investors;

  • our ability to adapt to, and manage costs related to, advances in technology, including alternative energy sources and changes in laws and regulations;

  • our increased dependency on 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 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 demand;

  • our ability to attract, retain or re-skill a qualified, diverse workforce and maintain good labor relations;

  • our ability to manage new initiatives and organizational changes;

  • the actions of activist stockholders;

  • the performance and quality of third-party suppliers and service providers;

  • potential cybersecurity attacks or security breaches;

  • increased requirements and costs related to cybersecurity;

  • any damage to our reputation;

  • 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, including our Net Zero Goal (as defined below);

  • our debt obligations;

  • any changes to our credit rating or the credit rating of certain of our subsidiaries;

  • adverse economic and capital market conditions, including increases in inflation or interest rates, recession, or changes in investor sentiment;

  • economic regulation and the impact of regulatory rate reviews;

  • our ability to obtain expected financial or regulatory outcomes;

  • 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;

  • the outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation;

  • compliance with changes in, or new interpretations of applicable laws, regulations and tariffs;

  • the cost of compliance with environmental laws and regulations and the costs of associated liabilities;

  • changes in tax laws or the interpretation thereof;

  • and other matters set forth in Item 1, "Business," Item 1A, "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and Part I, Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of this report, some 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)8
Condensed Statements of Consolidated Comprehensive Income (unaudited)9
Condensed Consolidated Balance Sheets (unaudited)10
Condensed Statements of Consolidated Cash Flows (unaudited)12
Condensed Statements of Consolidated Equity (unaudited)14
Notes to Condensed Consolidated Financial Statements (unaudited)17
1. Basis of Accounting Presentation17
2. Recent Accounting Pronouncements17
3. Revenue Recognition17
4. Noncontrolling Interests21
5. Earnings Per Share22
6. Equity23
7. Short-Term Borrowings24
8. Long-Term Debt25
9. Gas in Storage25
10. Regulatory Matters26
11. Risk Management Activities26
12. Fair Value28
13. Goodwill31
14. Income Taxes31
15. Pension and Other Postemployment Benefits31
16. Other Commitments and Contingencies32
17. Accumulated Other Comprehensive Loss35
18. Business Segment Information36
19. Other, Net38

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)2024202320242023
Operating Revenues
Customer revenues$1,054.1$1,067.2$2,697.1$2,963.3
Other revenues30.622.893.992.7
Total Operating Revenues1,084.71,090.02,791.03,056.0
Operating Expenses
Cost of energy164.7251.9589.71,017.0
Operation and maintenance357.7369.5736.1760.7
Depreciation and amortization253.5233.1495.6440.0
Loss on impairment of assets2.9—2.9—
Loss (gain) on sale of assets, net1.6(0.3)1.6(0.3)
Other taxes67.366.9144.7138.7
Total Operating Expenses847.7921.11,970.62,356.1
Operating Income237.0168.9820.4699.9
Other Income (Deductions)
Interest expense, net(129.3)(110.5)(245.6)(219.4)
Other, net13.02.022.23.5
Total Other Deductions, Net(116.3)(108.5)(223.4)(215.9)
Income before Income Taxes120.760.4597.0484.0
Income Taxes17.614.193.699.9
Net Income103.146.3503.4384.1
Net income (loss) attributable to noncontrolling interest17.3(12.5)52.6(7.7)
Net Income Attributable to NiSource85.858.8450.8391.8
Preferred dividends—(12.7)(6.7)(26.5)
Preferred redemption premium—(6.2)(14.0)(6.2)
Net Income Available to Common Shareholders$85.8$39.9$430.1$359.1
Earnings Per Share
Basic Earnings Per Share$0.19$0.10$0.96$0.87
Diluted Earnings Per Share$0.19$0.09$0.95$0.80
Basic Average Common Shares Outstanding448.5413.3448.2413.1
Diluted Average Common Shares450.2446.8449.8446.9

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)2024202320242023
Net Income$103.1$46.3$503.4$384.1
Other comprehensive income:
Net unrealized gain (loss) on available-for-sale debt securities(1)—(1.2)(0.3)0.8
Reclassification adjustment for cash flow hedges(2)(0.1)(0.2)(0.2)(0.1)
Unrecognized pension and OPEB benefit(3)0.30.30.50.6
Total other comprehensive income (loss)0.2(1.1)—1.3
Comprehensive Income$103.3$45.2$503.4$385.4

(1)Net unrealized gain (loss) on available-for-sale debt securities, net of $0.0 million tax expense and $0.3 million tax benefit in the second quarter of 2024 and 2023, respectively, and $0.1 million of tax benefit and $0.2 million tax expense for the six months ended 2024 and 2023, respectively.

(2)Reclassification adjustment for cash flow hedges, net of $0.0 million tax benefit and $0.0 million tax expense in the second quarter of 2024 and 2023, respectively, and $0.0 million of tax benefit and $0.1 million tax benefit for the six months ended 2024 and 2023, respectively.

(3)Unrecognized pension and OPEB benefit, net of $0.1 million of tax expense and $0.1 million tax expense in the second quarter of 2024 and 2023, respectively, and $0.2 million of tax expense and $0.2 million tax expense for the six months ended 2024 and 2023, 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, 2024December 31, 2023
ASSETS
Property, Plant and Equipment
Plant$32,031.1$30,482.1
Accumulated depreciation and amortization(8,418.5)(8,207.2)
Net Property, Plant and Equipment(1)23,612.622,274.9
Investments and Other Assets
Unconsolidated affiliates5.45.3
Available-for-sale debt securities (amortized cost of $155.5 and $169.0, allowance for credit losses of $0.3 and $0.6, respectively)145.5159.1
Other investments84.982.7
Total Investments and Other Assets235.8247.1
Current Assets
Cash and cash equivalents101.22,245.4
Restricted cash34.735.7
Accounts receivable650.2884.9
Allowance for credit losses(26.2)(22.9)
Accounts receivable, net624.0862.0
Gas storage133.1265.8
Materials and supplies, at average cost180.8172.1
Electric production fuel, at average cost59.365.3
Exchange gas receivable13.066.0
Regulatory assets278.4214.3
Deposits to renewable generation asset developer381.1454.2
Prepayments and other138.2118.6
Total Current Assets(1)1,943.84,499.4
Other Assets
Regulatory assets2,221.72,245.9
Goodwill1,485.91,485.9
Deferred charges and other397.8324.0
Total Other Assets4,105.44,055.8
Total Assets$29,897.6$31,077.2

(1)Includes $1,346.8 million and $1,369.8 million at June 30, 2024 and December 31, 2023, respectively, of net property, plant and equipment assets and $62.8 million and $63.6 million at June 30, 2024 and December 31, 2023, respectively, of current assets of consolidated VIEs that may be used only to settle obligations of the consolidated VIEs. Refer to Note 4, "Noncontrolling Interests," 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, 2024December 31, 2023
CAPITALIZATION AND LIABILITIES
Capitalization
Stockholders’ Equity
Common stock - $0.01 par value,750,000,000 shares authorized; 448,398,632 and 447,381,671 shares outstanding, respectively$4.5$4.5
Preferred stock - $0.01 par value, 20,000,000 shares authorized; 0 and 40,000 shares outstanding, respectively—486.1
Treasury stock(99.9)(99.9)
Additional paid-in capital8,894.28,879.5
Retained deficit(896.2)(967.0)
Accumulated other comprehensive loss(33.6)(33.6)
Total NiSource Stockholders’ Equity7,869.08,269.6
Noncontrolling interest in consolidated subsidiaries1,950.61,866.7
Total Stockholders' Equity9,819.610,136.3
Long-term debt, excluding amounts due within one year12,809.611,055.5
Total Capitalization22,629.221,191.8
Current Liabilities
Current portion of long-term debt23.423.8
Short-term borrowings644.03,048.6
Accounts payable584.0749.4
Dividends payable - common stock120.0—
Customer deposits and credits187.7294.4
Taxes accrued163.7166.2
Interest accrued146.4136.1
Exchange gas payable34.750.5
Regulatory liabilities193.4278.6
Asset retirement obligations69.672.5
Accrued compensation and employee benefits174.0227.6
Other accruals167.1217.4
Total Current Liabilities(1)2,508.05,265.1
Other Liabilities
Deferred income taxes2,198.22,080.4
Accrued liability for postretirement and postemployment benefits241.8250.1
Regulatory liabilities1,456.51,510.7
Asset retirement obligations555.6480.5
Other noncurrent liabilities and deferred credits308.3298.6
Total Other Liabilities(1)4,760.44,620.3
Commitments and Contingencies (Refer to Note 16, "Other Commitments and Contingencies")
Total Capitalization and Liabilities$29,897.6$31,077.2

(1)Includes $55.3 million and $68.3 million at June 30, 2024 and December 31, 2023, respectively, of current liabilities and $57.0 million and $55.7 million at June 30, 2024 and December 31, 2023, respectively, of other liabilities of consolidated VIEs that creditors do not have recourse to our general credit. Refer to Note 4, "Noncontrolling Interests," 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)20242023
Operating Activities
Net Income$503.4$384.1
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
Depreciation and amortization495.6440.0
Deferred income taxes and investment tax credits85.193.0
Loss (Gain) on sale of assets1.6(0.3)
Payments for asset retirement obligations(35.0)(15.0)
Other adjustments2.56.6
Changes in Assets and Liabilities:
Components of working capital(116.2)300.6
Regulatory assets/liabilities(5.9)12.6
Deferred charges and other noncurrent assets(32.7)(18.4)
Other noncurrent liabilities and deferred credits3.3(12.2)
Net Cash Flows from Operating Activities901.71,191.0
Investing Activities
Capital expenditures(1,219.3)(1,161.9)
Milestone payments to renewable generation asset developer(320.8)(137.4)
Other investing activities(53.9)(76.3)
Net Cash Flows used for Investing Activities(1,594.0)(1,375.6)
Financing Activities
Proceeds from issuance of long-term debt1,734.51,488.7
Repayments of finance lease obligations(13.5)(16.1)
Repayment of short term credit agreements(1,650.0)—
Net change in commercial paper and other short-term borrowings(754.6)(172.2)
Issuance of common stock, net of issuance costs5.66.3
Redemption of preferred stock(486.1)(393.9)
Preferred stock redemption premium(14.0)(6.2)
Equity costs, premiums and other debt related costs(60.0)(16.7)
Contributions from NIPSCO minority interest holders59.7—
Contributions from equity tax partners—35.0
Distributions to tax equity partners(8.2)(10.0)
Distribution to NIPSCO minority interest holders(20.2)—
Dividends paid - common stock(237.9)(206.6)
Dividends paid - preferred stock(8.2)(27.6)
Contract liability payment—(33.2)
Payment of obligation to renewable generation asset developer—(347.2)
Net Cash Flows from Financing Activities(1,452.9)300.3
Change in cash, cash equivalents and restricted cash(2,145.2)115.7
Cash, cash equivalents and restricted cash at beginning of period2,281.175.4
Cash, Cash Equivalents and Restricted Cash at End of Period$135.9$191.1

Reconciliation to Balance Sheet

Six Months Ended June 30, (in millions)2024
Cash and cash equivalents101.2
Restricted Cash34.7
Total Cash, Cash Equivalents and Restricted Cash135.9

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

Supplemental Disclosures of Cash Flow Information

Six Months Ended June 30, (in millions)20242023
Non-cash transactions:
Capital expenditures included in current liabilities$283.6$410.2
Dividends declared but not paid120.0111.6
Purchase contract liability—32.6

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 StockTreasury StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Consolidated SubsidiariesTotal
Balance as of April 1, 2024$4.5$—$(99.9)$8,886.8$(861.7)$(33.8)$1,899.0$9,794.9
Comprehensive Income:
Net income————85.8—17.3103.1
Other comprehensive loss, net of tax—————0.2—0.2
Dividends:
Common stock ($0.27 per share)————(120.3)——(120.3)
Noncontrolling Interests:
Contributions from noncontrolling interests——————59.759.7
Distributions to noncontrolling interests——————(25.4)(25.4)
Stock issuances:
Employee stock purchase plan———1.6———1.6
Long-term incentive plan———3.6———3.6
401(k) and profit sharing———2.2———2.2
Balance as of June 30, 2024$4.5$—$(99.9)$8,894.2$(896.2)$(33.6)$1,950.6$9,819.6
(in millions)Common StockPreferred StockTreasury StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Consolidated SubsidiariesTotal
Balance as of January 1, 2024$4.5$486.1$(99.9)$8,879.5$(967.0)$(33.6)$1,866.7$10,136.3
Comprehensive Income:
Net income————450.8—52.6503.4
Dividends:
Common stock ($0.80 per share)————(357.9)——(357.9)
Preferred stock (See Note 6)————(8.1)——(8.1)
Noncontrolling Interests:
Contributions from noncontrolling interests——————59.759.7
Distributions to noncontrolling interests——————(28.4)(28.4)
Stock issuances (redemptions):

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

NiSource Inc.

NIPSCO Operations

Financial and operational data for the NIPSCO Operations segment, which services both gas and electric customers, for the three and six months ended June 30, 2024 and 2023 are presented below.

Three Months Ended June 30,Six Months Ended June 30,
(in millions)20242023Favorable (Unfavorable)20242023Favorable (Unfavorable)
NIPSCO Operations
Operating Revenues$597.4$568.3$29.1$1,350.1$1,485.5$(135.4)
Operating Expenses
Cost of energy108.4157.749.3304.6584.5279.9
Operation and maintenance187.5203.015.5378.8393.514.7
Depreciation and amortization143.0130.1(12.9)275.7238.4(37.3)
Gain on sale of assets(0.1)(0.1)—(0.1)(0.1)—
Other taxes16.313.8(2.5)32.428.4(4.0)
Total Operating Expenses455.1504.549.4991.41,244.7253.3
Operating Income$142.3$63.8$78.5$358.7$240.8$117.9
Three Months Ended June 30,Six Months Ended June 30,
(in millions)20242023Favorable (Unfavorable)20242023Favorable (Unfavorable)
NIPSCO Electric
Revenues
Residential$156.9$122.8$34.1$300.7$273.2$27.5
Commercial154.4130.124.3297.3281.016.3
Industrial119.9112.97.0236.0247.3(11.3)
Wholesale11.17.53.617.510.17.4
Other26.923.83.151.750.21.5
Total$469.2$397.1$72.1$903.2$861.8$41.4
Sales (GWh)
Residential828.8739.889.01,593.71,505.987.8
Commercial926.9876.550.41,805.61,732.772.9
Industrial1,945.11,993.9(48.8)3,777.83,931.6(153.8)
Wholesale298.1142.7155.4447.3142.7304.6
Other19.717.81.943.140.62.5
Total4,018.63,770.7247.97,667.57,353.5314.0
Cooling Degree Days326206120326206120
Normal Cooling Degree Days24824712482471
% Warmer (Colder) than Normal31%(17)%31%(17)%
% Warmer than prior year58%58%
NIPSCO Electric Customers
Residential428,348425,4042,944
Commercial58,97958,490489
Industrial2,1182,129(11)
Wholesale707708(1)
Other33—
Total490,155486,7343,421

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

NiSource Inc.

**NIPSCO Operation

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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 16, "Other Commitments and Contingencies - B. Legal Proceedings," in the Notes to the Condensed Consolidated Financial Statements (unaudited).

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, 2023. There have been no material changes to such risk factors.

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

Director and Officer Trading Arrangements

During the three months ended June 30, 2024, no director or Section 16 officer of the Company adopted, terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. EXHIBITS

NiSource Inc.

(4.1)Form of 6.950% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (incorporated by reference to Exhibit 4.1 to the NiSource Inc. Form 8-K filed on May 16, 2024).
(4.2)Subordinated Indenture, dated as of May 16, 2024, between NiSource Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to the NiSource Form 8-K filed on May 16, 2024).
(4.3)First Supplemental Indenture, dated as of May 16, 2024, between NiSource Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to the NiSource Form 8-K filed on May 16, 2024).
(4.4)Form of 5.200% Notes due 2029 (incorporated by reference to Exhibit 4.1 to the NiSource Inc. Form 8-K filed on June 24, 2024).
(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.
**Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request

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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 7, 2024By:/s/ Gunnar J. Gode
Gunnar J. Gode
Vice President, Chief Accounting Officer (Principal Accounting Officer)