NiSource 10-Q 2024-09-30

Filed 2024-10-30. 8 sections, 288K 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 September 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: 466,778,943 shares outstanding at October 22, 2024.

NISOURCE INC.

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED SEPTEMBER 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 Operations40
Item 3.Quantitative and Qualitative Disclosures About Market Risk63
Item 4.Controls and Procedures63
PART IIOTHER INFORMATION
Item 1.Legal Proceedings64
Item 1A.Risk Factors64
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds64
Item 3.Defaults Upon Senior Securities64
Item 4.Mine Safety Disclosures64
Item 5.Other Information64
Item 6.Exhibits66
Signature67
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, or business opportunities, such as data center development and related generation sources and transmission capabilities to meet potential load growth;

  • 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), including any future associated impact from business opportunities such as data center development as those opportunities evolve;

  • 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 Borrowings25
8. Long-Term Debt25
9. Asset Retirement Obligation26
10. Regulatory Matters27
11. Risk Management Activities27
12. Fair Value29
13. Income Taxes32
14. Pension and Other Postemployment Benefits32
15. Other Commitments and Contingencies33
16. Accumulated Other Comprehensive Loss36
17. Business Segment Information37
18. Other, Net39

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NiSource Inc.

Condensed Statements of Consolidated Income (unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except per share amounts)2024202320242023
Operating Revenues
Customer revenues$1,046.1$1,002.6$3,743.2$3,965.9
Other revenues30.224.8124.1117.5
Total Operating Revenues1,076.31,027.43,867.34,083.4
Operating Expenses
Cost of energy165.9181.3755.61,198.3
Operation and maintenance357.4341.21,093.51,101.9
Depreciation and amortization269.5210.9765.1650.9
Loss on impairment of assets——2.9—
Loss (gain) on sale of assets, net(0.5)(0.2)1.1(0.5)
Other taxes65.761.2210.4199.9
Total Operating Expenses858.0794.42,828.63,150.5
Operating Income218.3233.01,038.7932.9
Other Income (Deductions)
Interest expense, net(134.6)(129.2)(380.2)(348.6)
Other, net29.2(1.6)51.41.9
Total Other Deductions, Net(105.4)(130.8)(328.8)(346.7)
Income before Income Taxes112.9102.2709.9586.2
Income Taxes15.93.8109.5103.7
Net Income97.098.4600.4482.5
Net income attributable to noncontrolling interest11.313.363.95.6
Net Income Attributable to NiSource85.785.1536.5476.9
Preferred dividends—(8.1)(6.7)(34.6)
Preferred redemption premium——(14.0)(6.2)
Net Income Available to Common Shareholders$85.7$77.0$515.8$436.1
Earnings Per Share
Basic Earnings Per Share$0.19$0.19$1.15$1.05
Diluted Earnings Per Share$0.19$0.17$1.14$0.98
Basic Average Common Shares Outstanding451.9413.5449.4413.2
Diluted Average Common Shares454.5448.3451.4447.4

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 September 30,Nine Months Ended September 30,
(in millions, net of taxes)2024202320242023
Net Income$97.0$98.4$600.4$482.5
Other comprehensive income:
Net unrealized gain (loss) on available-for-sale debt securities(1)3.5(1.7)3.2(0.9)
Reclassification adjustment for cash flow hedges(2)(0.1)(0.1)(0.3)(0.2)
Unrecognized pension and OPEB benefit(3)0.60.71.11.3
Total other comprehensive income (loss)4.0(1.1)4.00.2
Comprehensive Income$101.0$97.3$604.4$482.7

(1)Net unrealized gain (loss) on available-for-sale debt securities, net of $0.9 million tax expense and $0.4 million tax benefit in the third quarter of 2024 and 2023, respectively, and $0.8 million of tax expense and $0.2 million tax benefit for the nine months ended 2024 and 2023, respectively.

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

(3)Unrecognized pension and OPEB benefit, net of $0.2 million of tax expense and $0.3 million tax expense in the third quarter of 2024 and 2023, respectively, and $0.4 million of tax expense and $0.5 million tax expense for the nine 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)September 30, 2024December 31, 2023
ASSETS
Property, Plant and Equipment
Plant$33,453.8$30,482.1
Accumulated depreciation and amortization(8,572.4)(8,207.2)
Net Property, Plant and Equipment(1)24,881.422,274.9
Investments and Other Assets
Unconsolidated affiliates6.55.3
Available-for-sale debt securities (amortized cost of $143.5 and $169.0, allowance for credit losses of $0.2 and $0.6, respectively)137.9159.1
Other investments89.082.7
Total Investments and Other Assets233.4247.1
Current Assets
Cash and cash equivalents126.22,245.4
Restricted cash32.635.7
Accounts receivable589.7884.9
Allowance for credit losses(17.7)(22.9)
Accounts receivable, net572.0862.0
Gas storage189.3265.8
Materials and supplies, at average cost167.1172.1
Electric production fuel, at average cost34.965.3
Exchange gas receivable22.566.0
Regulatory assets329.7214.3
Deposits to renewable generation asset developer—454.2
Prepayments and other141.7118.6
Total Current Assets(1)1,616.04,499.4
Other Assets
Regulatory assets2,208.32,245.9
Goodwill1,485.91,485.9
Deferred charges and other403.1324.0
Total Other Assets4,097.34,055.8
Total Assets$30,828.1$31,077.2

(1)Includes $1,335.3 million and $1,369.8 million at September 30, 2024 and December 31, 2023, respectively, of net property, plant and equipment assets and $52.9 million and $63.6 million at September 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)September 30, 2024December 31, 2023
CAPITALIZATION AND LIABILITIES
Capitalization
Stockholders’ Equity
Common stock - $0.01 par value,750,000,000 shares authorized; 466,707,452 and 447,381,671 shares outstanding, respectively$4.7$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 capital9,404.78,879.5
Retained deficit(934.9)(967.0)
Accumulated other comprehensive loss(29.6)(33.6)
Total NiSource Stockholders’ Equity8,345.08,269.6
Noncontrolling interest in consolidated subsidiaries1,983.81,866.7
Total Stockholders' Equity10,328.810,136.3
Long-term debt, excluding amounts due within one year12,086.311,055.5
Total Capitalization22,415.121,191.8
Current Liabilities
Current portion of long-term debt1,271.223.8
Short-term borrowings257.03,048.6
Accounts payable614.6749.4
Dividends payable - common stock125.3—
Customer deposits and credits261.6294.4
Taxes accrued134.7166.2
Interest accrued147.4136.1
Exchange gas payable56.150.5
Regulatory liabilities151.7278.6
Asset retirement obligations74.972.5
Accrued compensation and employee benefits239.3227.6
Other accruals151.7217.4
Total Current Liabilities(1)3,485.55,265.1
Other Liabilities
Deferred income taxes2,206.72,080.4
Accrued liability for postretirement and postemployment benefits238.4250.1
Regulatory liabilities1,437.61,510.7
Asset retirement obligations733.0480.5
Other noncurrent liabilities and deferred credits311.8298.6
Total Other Liabilities(1)4,927.54,620.3
Commitments and Contingencies (Refer to Note 15, "Other Commitments and Contingencies")
Total Capitalization and Liabilities$30,828.1$31,077.2

(1)Includes $50.5 million and $68.3 million at September 30, 2024 and December 31, 2023, respectively, of current liabilities and $57.7 million and $55.7 million at September 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)

Nine Months Ended September 30, (in millions)20242023
Operating Activities
Net Income$600.4$482.5
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
Depreciation and amortization765.1650.9
Deferred income taxes and investment tax credits109.1102.1
Loss (gain) on sale of assets1.1(0.5)
Payments for asset retirement obligations(55.0)(25.0)
Other adjustments(14.9)12.0
Changes in Assets and Liabilities:
Components of working capital(85.8)323.6
Regulatory assets/liabilities(35.6)15.1
Deferred charges and other noncurrent assets(45.1)(11.8)
Other noncurrent liabilities and deferred credits2.4(13.0)
Net Cash Flows from Operating Activities1,241.71,535.9
Investing Activities
Capital expenditures(1,854.0)(1,885.6)
Cost of removal(108.9)(118.7)
Milestone payments to renewable generation asset developer(478.8)(486.7)
Other investing activities27.2(12.3)
Net Cash Flows used for Investing Activities(2,414.5)(2,503.3)
Financing Activities
Proceeds from issuance of long-term debt2,229.61,488.7
Repayments of finance lease obligations(20.4)(24.1)
Repayment of short term credit agreements(1,650.0)—
Net change in commercial paper and other short-term borrowings(1,141.6)457.8
Issuance of common stock, net of issuance costs507.99.6
Redemption of preferred stock(486.1)(393.9)
Preferred stock redemption premium(14.0)(6.2)
Equity costs, premiums and other debt related costs(62.9)(19.3)
Contributions from NIPSCO minority interest holders99.5—
Distribution to NIPSCO minority interest holders(32.0)—
Contributions from tax equity partners—240.9
Distributions to tax equity partners(14.3)(12.0)
Dividends paid - common stock(357.0)(310.1)
Dividends paid - preferred stock(8.2)(35.7)
Contract liability payment—(49.9)
Payment of obligation to renewable generation asset developer—(347.2)
Net Cash Flows (used for) from Financing Activities(949.5)998.6
Change in cash, cash equivalents and restricted cash(2,122.3)31.2
Cash, cash equivalents and restricted cash at beginning of period2,281.175.4
Cash, Cash Equivalents and Restricted Cash at End of Period$158.8$106.6

Reconciliation to Balance Sheet

Nine Months Ended September 30, (in millions)2024
Cash and cash equivalents126.2
Restricted Cash32.6
Total Cash, Cash Equivalents and Restricted Cash158.8

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

Supplemental Disclosures of Cash Flow Information

Nine Months Ended September 30, (in millions)20242023
Non-cash transactions:
Capital expenditures included in current liabilities$348.0$389.0
Dividends declared but not paid125.3111.9
Purchase contract liability—16.4

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 July 1, 2024$4.5$—$(99.9)$8,894.2$(896.2)$(33.6)$1,950.6$9,819.6
Comprehensive Income:
Net income————85.7—11.397.0
Other comprehensive income, net of tax—————4.0—4.0
Dividends:
Common stock ($0.265 per share)————(124.4)——(124.4)
Noncontrolling Interests:
Contributions from noncontrolling interests——————39.839.8
Distributions to noncontrolling interests——————(17.9)(17.9)
Stock issuances:
Employee stock purchase plan———1.7———1.7
Long-term incentive plan———8.0———8.0
401(k) and profit sharing———2.2———2.2
ATM program0.2——498.6———498.8
Balance as of September 30, 2024$4.7$—$(99.9)$9,404.7$(934.9)$(29.6)$1,983.8$10,328.8
(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————536.5—63.9600.4
Other comprehensive income, net of tax—————4.0—4.0
Dividends:
Common stock ($1.06 per share)————(482.3)——(482.3)
Preferred stock (See Note 6)————(8.1)——(8.1)
Noncontrolling Interests:
Contributions from noncontrolling interests——————99.599.5
Distributions to noncontrolling interests——————(46.3)(46.3)
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 nine months ended September 30, 2024 and 2023 are presented below.

Three Months Ended September 30,Nine Months Ended September 30,
(in millions)20242023Favorable (Unfavorable)20242023Favorable (Unfavorable)
NIPSCO Operations
Operating Revenues$652.9$616.6$36.3$2,003.0$2,102.1$(99.1)
Operating Expenses
Cost of energy131.7136.75.0436.3721.2284.9
Operation and maintenance177.7186.79.0556.5580.223.7
Depreciation and amortization156.8105.7(51.1)432.5344.1(88.4)
Gain on sale of assets———(0.1)(0.1)—
Other taxes15.414.4(1.0)47.842.8(5.0)
Total Operating Expenses481.6443.5(38.1)1,473.01,688.2215.2
Operating Income$171.3$173.1$(1.8)$530.0$413.9$116.1
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)20242023Favorable (Unfavorable)20242023Favorable (Unfavorable)
NIPSCO Electric
Revenues
Residential$197.9$176.0$21.9$498.6$449.2$49.4
Commercial172.7156.616.1470.0437.632.4
Industrial125.1116.09.1361.1363.3(2.2)
Wholesale14.915.4(0.5)32.425.56.9
Other28.535.1(6.6)80.285.3(5.1)
Total$539.1$499.1$40.0$1,442.3$1,360.9$81.4
Sales (GWh)
Residential1,079.41,034.744.72,673.12,540.6132.5
Commercial1,044.71,011.033.72,850.32,743.7106.6
Industrial2,106.32,023.782.65,884.15,955.3(71.2)
Wholesale307.8288.419.4755.1431.1324.0
Other19.917.62.363.058.24.8
Total4,558.14,375.4182.712,225.611,728.9496.7
Cooling Degree Days55647581882681201
Normal Cooling Degree Days5905731783882018
% Warmer (Colder) than Normal(6)%(17)%5%(17)%
% Warmer than prior year17%30%
NIPSCO Electric Customers
Residential429,382426,0543,328
Commercial59,05658,556500
Industrial2,1162,126(10)
Wholesale707708(1)
Other23(1)
Total491,263487,4473,816

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

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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 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 other than as set forth below.

We may not be able to execute our business plan or growth strategy, including utility infrastructure investments, or business opportunities, such as data center development and related generation sources and transmission capabilities to meet potential load growth.

Operational, financial or regulatory conditions may result in our inability to execute our business plan or growth strategy, including investments related to natural gas pipeline modernization and our renewable energy projects, and the build-transfer execution goals within our business plan. Additionally, operational, financial or regulatory conditions may result in our inability to manage the development and implementation connected to the complex business opportunity associated with growing interest in data centers from customers and potential customers.

Our enterprise-wide transformation roadmap initiatives are designed to identify long-term sustainable capability enhancements, cost optimization improvements, technology investments and work process optimization, has increased the volume and pace of change and may not be effective as it continues. Our customer and regulatory initiatives may not achieve planned results. Utility infrastructure investments may not materialize, may cease to be achievable or economically viable and may not be successfully completed. Furthermore, we are evaluating the potential for data center development in our service territory, including ways to effectively manage the potential power demand, generation sources, and transmission capabilities to meet potential load growth from any data center customer, while at the same time focusing on our environmental goals. We expect that management of load growth would require new generation and transmission capabilities. Natural gas may cease to be viewed as an economically and environmentally attractive fuel. Certain environmental activist groups, investors and governmental entities continue to oppose natural gas delivery and infrastructure investments because of perceived environmental impacts associated with the natural gas supply chain and end use. Energy conservation, energy efficiency, distributed generation, energy storage, policies favoring electric heat over gas heat and other factors may reduce demand for natural gas and electricity. In addition, we consider acquisitions or dispositions of assets or businesses, JVs, and mergers from time to time as we execute on our business plan and growth strategy. As data center opportunities evolve and develop, we may also enter into arrangements and agreements with customers and potential customers that require us to invest capital related to the data center development and related generation sources and transmission capabilities before we receive any potential return. Any of these circumstances could adversely affect our business, results of operations and growth prospects. Even if our business plan, growth strategy, and/or business opportunities are executed, there is still risk of, among other things, human error in maintenance, installation or operations, shortages or delays in obtaining equipment, including as a result of transportation delays and 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 challenges, including labor availability issues, impacting our ability to obtain materials for our gas and electric projects, as well as our ability to ensure timely completion.

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 September 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.

(3.1)Articles of Incorporation of NiSource Inc., as amended and restated through October 21, 2024 (incorporated by reference to Exhibit 3.3 to the NiSource Inc. Form 8-K filed on October 22, 2024).
(3.2)Bylaws of NiSource Inc., as amended and restated through October 21, 2024 (incorporated by reference to Exhibit 3.4 to the NiSource Inc. Form 8-K filed October 22, 2024).
(4.1)Form of 6.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 (incorporated by reference to Exhibit 4.1 to the NiSource Inc. Form 8-K filed on September 09, 2024).
(4.2)Second Supplemental Indenture, dated as of September 09, 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 September 09, 2024).
(10.1)Amended and Restated Executive Deferred Compensation Plan, dated August 12, 2024 (filed herewith).*
(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:October 30, 2024By:/s/ Gunnar J. Gode
Gunnar J. Gode
Vice President, Chief Accounting Officer (Principal Accounting Officer)