NiSource 10-Q 2025-03-31

Filed 2025-05-07. 8 sections, 246K 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 March 31, 2025

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: 470,702,914 shares outstanding at April 30, 2025.

NISOURCE INC.

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED MARCH 31, 2025

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)13
Notes to Condensed Consolidated Financial Statements (unaudited)15
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations35
Item 3.Quantitative and Qualitative Disclosures About Market Risk57
Item 4.Controls and Procedures57
PART IIOTHER INFORMATION
Item 1.Legal Proceedings58
Item 1A.Risk Factors58
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds58
Item 3.Defaults Upon Senior Securities58
Item 4.Mine Safety Disclosures58
Item 5.Other Information58
Item 6.Exhibits59
Signature60
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
NIPSCO GenerationNIPSCO Generation 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
TempletonTempleton Wind Energy Center 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
DSICDistribution System Improvement Charge
DSMDemand Side Management
DEFINED TERMS
EPAUnited States Environmental Protection Agency
EPSEarnings per share
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"). 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, or business opportunities, such as data center development and related generation sources and transmission capabilities to meet potential load growth;

  • our ability to manage data center growth in our service territories;

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

  • 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;

  • potential cybersecurity attacks or security breaches;

  • increased requirements and costs related to cybersecurity;

  • the actions of activist stockholders;

  • 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 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, including impacts of state and federal orders on our ability to carry out our business plan and growth strategy;

  • 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, 2024, 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)13
Notes to Condensed Consolidated Financial Statements (unaudited)15
1. Basis of Accounting Presentation15
2. Recent Accounting Pronouncements15
3. Revenue Recognition16
4. Noncontrolling Interests19
5. Earnings Per Share20
6. Equity21
7. Short-Term Borrowings22
8. Long-Term Debt22
9. Regulatory Matters23
10. Risk Management Activities23
11. Fair Value25
12. Income Taxes28
13. Pension and Other Postemployment Benefits28
14. Other Commitments and Contingencies28
15. Accumulated Other Comprehensive Loss31
16. Business Segment Information31
17. Other, Net33
18. Supplemental Disclosures of Cash Flow Information34

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NiSource Inc.

Condensed Statements of Consolidated Income (unaudited)

Three Months Ended March 31,
(in millions, except per share amounts)20252024
Operating Revenues
Customer revenues$2,149.5$1,643.0
Other revenues33.763.3
Total Operating Revenues2,183.21,706.3
Operating Expenses
Cost of energy647.5425.0
Operation and maintenance427.8378.4
Depreciation and amortization258.6242.1
Loss on impairment of assets0.3—
Other taxes89.677.4
Total Operating Expenses1,423.81,122.9
Operating Income759.4583.4
Other Income (Deductions)
Interest expense, net(132.8)(116.3)
Other, net5.89.2
Total Other Deductions, Net(127.0)(107.1)
Income before Income Taxes632.4476.3
Income Taxes105.776.0
Net Income526.7400.3
Net income attributable to noncontrolling interest51.935.3
Net Income Attributable to NiSource474.8365.0
Preferred dividends—(6.7)
Preferred redemption premium—(14.0)
Net Income Available to Common Shareholders$474.8$344.3
Earnings Per Share
Basic Earnings Per Share$1.01$0.77
Diluted Earnings Per Share$1.00$0.77
Basic Average Common Shares Outstanding470.4447.9
Diluted Average Common Shares472.5449.4

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 March 31,
(in millions, net of taxes)20252024
Net Income$526.7$400.3
Other comprehensive income:
Net unrealized gain (loss) on available-for-sale debt securities(1)0.8(0.3)
Reclassification adjustment for cash flow hedges(0.1)(0.1)
Unrecognized pension and OPEB benefit(2)0.50.2
Total other comprehensive income (loss)1.2(0.2)
Comprehensive Income$527.9$400.1

(1)Net unrealized gain (loss) on available-for-sale debt securities, net of $0.2 million tax expense and $0.1 million tax benefit in the first quarter of 2025 and 2024, respectively.

(2)Unrecognized pension and OPEB benefit, net of $0.1 million of tax expense and $0.1 million tax expense in the first quarter of 2025 and 2024, 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)March 31, 2025December 31, 2024
ASSETS
Property, Plant and Equipment
Plant$35,312.5$34,152.9
Accumulated depreciation and amortization(8,822.6)(8,699.0)
Net Property, Plant and Equipment(1)26,489.925,453.9
Investments and Other Assets
Unconsolidated affiliates6.86.5
Available-for-sale debt securities (amortized cost of $85.5 and $91.9, allowance for credit losses of $0.2 and $0.1, respectively)81.286.7
Other investments84.685.5
Total Investments and Other Assets172.6178.7
Current Assets
Cash and cash equivalents259.4156.6
Restricted cash44.342.0
Accounts receivable1,135.3987.9
Allowance for credit losses(29.6)(23.7)
Accounts receivable, net1,105.7964.2
Gas storage42.8179.6
Materials and supplies, at average cost183.0173.3
Electric production fuel, at average cost35.536.2
Exchange gas receivable70.245.7
Regulatory assets268.0319.9
Prepayments138.2138.5
Other current assets37.524.2
Total Current Assets(1)2,184.62,080.2
Other Assets
Regulatory assets2,162.32,157.4
Goodwill1,485.91,485.9
Deferred charges and other609.8432.0
Total Other Assets4,258.04,075.3
Total Assets$33,105.1$31,788.1

(1)Includes $1,307.1 million and $1,323.8 million at March 31, 2025 and December 31, 2024, respectively, of net property, plant and equipment assets and $62.0 million and $65.0 million at March 31, 2025 and December 31, 2024, 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)March 31, 2025December 31, 2024
CAPITALIZATION AND LIABILITIES
Capitalization
Stockholders’ Equity
Common stock - $0.01 par value,750,000,000 shares authorized; 470,618,280 and 469,822,472 shares outstanding, respectively$4.7$4.7
Treasury stock(99.9)(99.9)
Additional paid-in capital9,522.69,521.5
Retained deficit(501.4)(711.7)
Accumulated other comprehensive loss(29.2)(30.4)
Total NiSource Stockholders’ Equity8,896.88,684.2
Noncontrolling interest in consolidated subsidiaries2,049.21,984.1
Total Stockholders’ Equity10,946.010,668.3
Long-term debt, excluding amounts due within one year12,833.112,074.5
Total Capitalization23,779.122,742.8
Current Liabilities
Current portion of long-term debt1,281.01,281.2
Short-term borrowings771.0604.6
Accounts payable726.3863.1
Dividends payable - common stock134.4—
Customer deposits and credits143.2268.8
Taxes accrued215.9173.4
Interest accrued142.3157.0
Asset retirement obligations50.784.6
Exchange gas payable59.191.8
Regulatory liabilities233.5150.5
Accrued compensation and employee benefits141.5268.2
Other accruals343.0170.2
Total Current Liabilities(1)4,241.94,113.4
Other Liabilities
Deferred income taxes2,353.92,281.6
Accrued liability for postretirement and postemployment benefits204.0207.5
Regulatory liabilities1,461.71,431.2
Asset retirement obligations727.8698.6
Other noncurrent liabilities and deferred credits336.7313.0
Total Other Liabilities(1)5,084.14,931.9
Commitments and Contingencies (Refer to Note 14, "Other Commitments and Contingencies")
Total Capitalization and Liabilities$33,105.1$31,788.1

(1)Includes $51.5 million and $53.7 million at March 31, 2025 and December 31, 2024, respectively, of current liabilities and $53.8 million and $58.3 million at March 31, 2025 and December 31, 2024, respectively, of other liabilities, and finance leases of $40.3 million and $40.4 million at March 31, 2025 and December 31, 2024 respectively, 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)

Three Months Ended March 31, (in millions)20252024
Operating Activities
Net Income$526.7$400.3
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
Depreciation and amortization258.6242.1
Deferred income taxes and investment tax credits91.361.6
Payments for asset retirement obligations(10.4)(12.0)
Other adjustments7.17.8
Changes in Assets and Liabilities:
Components of working capital(1)(205.3)(235.2)
Regulatory assets/liabilities10.318.4
Deferred charges and other noncurrent assets—(18.0)
Other noncurrent liabilities and deferred credits8.1(8.8)
Net Cash Flows from Operating Activities686.4456.2
Investing Activities
Capital expenditures(637.3)(589.5)
Milestone payments to renewable generation asset developer(554.2)(110.6)
Advanced deposits(125.3)—
Other investing activities(35.9)(22.9)
Net Cash Flows used for Investing Activities(1,352.7)(723.0)
Financing Activities
Proceeds from issuance of long-term debt741.5644.4
Repayments of finance lease obligations(5.5)(7.2)
Repayment of short-term debt (maturity > 90 days)—(1,650.0)
Net change in commercial paper and other short-term borrowings166.4(176.3)
Issuance of common stock, net of issuance costs3.22.7
Redemption of preferred stock—(486.1)
Preferred stock redemption premium—(14.0)
Equity costs, premiums and other debt related costs(15.4)(57.6)
Contributions from NIPSCO minority interest holders34.8—
Distributions to tax equity partners(4.1)(3.0)
Distribution to NIPSCO minority interest holders(17.5)—
Dividends paid - common stock(132.0)(118.6)
Dividends paid - preferred stock—(8.1)
Net Cash Flows from (used for) Financing Activities771.4(1,873.8)
Change in cash, cash equivalents and restricted cash105.1(2,140.6)
Cash, cash equivalents and restricted cash at beginning of period198.62,281.1
Cash, Cash Equivalents and Restricted Cash at End of Period$303.7$140.5
(1) Refer to Note 18, "Supplemental Disclosures of Cash Flow Information," for additional information.

Reconciliation to Balance Sheet

Three Months Ended March 31, (in millions)2025
Cash and cash equivalents259.4
Restricted cash44.3
Total Cash, Cash Equivalents and Restricted Cash303.7

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 January 1, 2025$4.7$—$(99.9)$9,521.5$(711.7)$(30.4)$1,984.1$10,668.3
Comprehensive Income:
Net income————474.8—51.9526.7
Other comprehensive gain, net of tax—————1.2—1.2
Dividends:
Common stock ($0.56 per share)————(264.5)——(264.5)
Noncontrolling Interests:
Contributions from noncontrolling interests——————34.834.8
Distributions to noncontrolling interests——————(21.6)(21.6)
Stock issuances (redemptions):
Employee stock purchase plan———1.7———1.7
Long-term incentive plan———(3.3)———(3.3)
401(k) and profit sharing———2.7———2.7
Balance as of March 31, 2025$4.7$—$(99.9)$9,522.6$(501.4)$(29.2)$2,049.2$10,946.0
(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————365.0—35.3400.3
Other comprehensive loss, net of tax—————(0.2)—(0.2)
Dividends:
Common stock ($0.53 per share)————(237.6)——(237.6)
Preferred stock (See Note 6)————(8.1)——(8.1)
Noncontrolling Interests:
Distributions to noncontrolling interests——————(3.0)(3.0)
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 months ended March 31, 2025 and 2024 are presented below.

Three Months Ended March 31,
(in millions)20252024Favorable (Unfavorable)
NIPSCO Operations
Operating Revenues$941.7$752.7$189.0
Operating Expenses
Cost of energy267.7196.2(71.5)
Operation and maintenance202.0191.3(10.7)
Depreciation and amortization141.3132.7(8.6)
Loss on impairment0.3—(0.3)
Other taxes18.516.1(2.4)
Total Operating Expenses629.8536.3(93.5)
Operating Income$311.9$216.4$95.5
Three Months Ended March 31,
(in millions)20252024Favorable (Unfavorable)
NIPSCO Electric
Revenues
Residential$167.9$143.8$24.1
Commercial160.1142.917.2
Industrial142.8116.126.7
Wholesale and Other30.431.2(0.8)
Total$501.2$434.0$67.2
Sales (GWh)
Residential810.4764.945.5
Commercial884.8878.76.1
Industrial2,136.01,832.7303.3
Wholesale and Other180.5172.67.9
Total4,011.73,648.9362.8
NIPSCO Electric Customers
Residential431,351428,0353,316
Commercial59,28658,883403
Industrial2,1122,120(8)
Wholesale and Other707711(4)
Total493,456489,7493,707

Table of Contents

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

NiSource Inc.

NIPSCO Operations

Three Months Ended March 31,
(in millions)20252024Favorable (Unfavorable)
NIPSCO Gas
Revenues
Residential$298.7$212.1$86.6
Commercial105.174.730.4
Industrial31.423.87.6
Other5.38.1(2.8)
Total$440.5$318.7$121.8
Sales and Transportation Volumes (MMDth)
Residential32.728.64.1
Commercial20.317.72.6
Industrial73.870.23.6
Total126.8116.510.3
Heating Degree Days3,0152,643372
Normal Heating Degree Days3,0793,141(62)
% Warmer than Normal(2)%(16)%
% Colder than prior year14%
NIPSCO Gas Customers
Residential803,206797,3265,880
Commercial66,69966,485214
Industrial2,7212,784(63)
Total872,626866,5956,031

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.

The underlying reasons for changes in our operating revenues for the three months ended March 31, 2025 compared to the same period in 2024 are presented below.

Favorable (Unfavorable)
Changes in Operating Revenues (in millions)Three Months Ended March 31, 2025 vs 2024
New rates from base rate proceedings, regulatory capital and DSM programs$82.1
The effects of weather in 2025 compared to 202428.2
The effects of customer usage3.8
The effects of customer growth3.4
Renewable JV revenue, fully offset by JV operating expense and noncontrolling interest net income (loss)(4.1)
Other(0.1)
Change in operating revenues (before cost of energy and other tracked items)$113.3
Operating revenues offset in operating expense
Higher cost of energy billed to customers71.5
Higher tracker deferrals within operation and maintenance, depreciation and tax4.2
Total change in operating revenues$189.0

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

NiSource Inc.

NIPSCO Operations

Weather

The results of operations for the NIPSCO Operations segment include income from both electric and gas service lines. In general, we calculate the weather-related revenue variance based on changing customer demand driven by weather variance from normal cooling degree days and normal heating degree days, net of weather normalization mechanisms. Our composite cooling and heating degree days reported do not directly correlate to the weather-related dollar impact on the results of NIPSCO Operations. Cooling and heating degree days experienced during different times of the year or in different operating locations may have more or less impact on volume and dollars depending on when they occur. When the detailed results are combined for reporting, there may be weather-related dollar impacts on operations when there is not an apparent or significant change in our aggregated composite cooling and heating degree day comparison.

Sales

The increase in total volumes sold to electric customers for the three months ended March 31, 2025 compared to the same period in 2024 was primarily attributable to increased residential and industrial usage.

The increase in total volumes sold to gas customers for the three months ended March 31, 2025 compared to the same period in 2024 was primarily attributable to increases for residential and commercial customers due to colder weather.

Commodity Price Impact

Cost of energy for the NIPSCO Operations segment's electric activities is principally comprised of the cost of coal, natural gas purchased for internal generation of electricity, transportation of coal and natural gas, and the cost of power purchased from generators of electricity for its generation and transmission activities. For its gas distribution activities, NIPSCO Operations' cost of energy is principally comprised of the cost of natural gas procured on behalf of and sold to customers while providing transportation and distribution services. NIPSCO Operations has state-approved recovery mechanisms that provide a means for full recovery of prudently incurred costs of energy. The majority of these costs of energy are passed through directly to the customer, and the costs of energy included in operating revenues are matched with the cost of energy expense recorded in the period. Any difference in actual costs incurred and amounts billed to customers is recorded on the Condensed Consolidated Balance Sheets (unaudited) as under-recovered or over-recovered fuel and gas costs to be included in future customer billings. Therefore, increases in these tracked operating expenses are offset by increases in operating revenues and have essentially no impact on net income.

The underlying reasons for changes in our operating expenses for the three months ended March 31, 2025 compared to the same period in 2024 are presented below.

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

NiSource Inc.

NIPSCO Operations

Favorable (Unfavorable)
Changes in Operating Expenses (in millions)Three Months Ended March 31, 2025 vs 2024
Higher depreciation and amortization expense driven by new base rates$(9.2)
Higher outside services expenses(4.0)
Higher environmental remediation costs(2.5)
Higher employee and administrative expenses(2.0)
Other(1.0)
Change in operating expenses (before cost of energy and other tracked items)$(18.7)
Operating expenses offset in operating revenue
Higher cost of energy billed to customers(71.5)
Higher tracker deferrals within operation and maintenance, depreciation and tax(3.3)
Total change in operating expense$(93.5)

Electric Supply and Generation Transition

NIPSCO continues to execute on an electric generation transition consistent with the 2018 Plan and 2021 Plan and maintained in the 2024 Plan, which outlines the path to retire the remaining two coal units at R.M. Schahfer by the end of 2025 and the remaining coal-fired generation at Michigan City by the end of 2028, to be replaced by lower-cost, reliable and cleaner options. NIPSCO is evaluating the impacts of federal and state executive orders on its generation transition plans.

The current replacement plan primarily includes renewable sources of energy, including wind, solar, battery storage, and flexible natural gas resources to be obtained through a combination of NIPSCO ownership and PPAs. NIPSCO has sold, and may in the future sell, renewable energy credits from its renewable generation to third parties to offset customer costs. NIPSCO has executed several PPAs to purchase 100% of the output from renewable generation facilities at a fixed price per MWh. Each facility supplying the energy will have an associated nameplate capacity, and payments under the PPAs will not begin until the associated generation facility is constructed by the owner/seller. NIPSCO has also executed several BTAs with developers to construct renewable generation facilities.

Since 2020, two wind PPA projects and six owned projects (two wind, two solar and two solar plus storage) have been placed into service totaling 2,201 MW of nameplate capacity, including Dunns Bridge II which was placed into service in January 2025. See "Executive Summary - Energy Transition" in this Management's Discussion for additional information. We expect the majority of our remaining BTA and PPA projects to be placed in service between 2025 and 2027.

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

NiSource Inc.

NIPSCO Operations

Remaining Renewables ProjectsTransaction TypeTechnologyNameplate Capacity (MW)Storage Capacity (MW)
FairbanksBTASolar250—
GibsonBTASolar200—
TempletonBTA(1)Wind200—
Appleseed20 year PPASolar200—
Green River20 year PPASolar200—
Carpenter20 year PPAWind200—

(1) Pending regulatory approval.

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

NiSource Inc.

Liquidity and Capital Resources

We continually evaluate the availability of adequate financing to fund our ongoing business operations, working capital and core safety and infrastructure investment programs. Our financing is sourced through cash flow from operations and the issuance of debt and/or equity. External debt financing is provided primarily through the issuance of long-term debt, accounts receivable securitization programs and our $1.85 billion commercial paper program, which is backstopped by our committed revolving credit facility with a total availability from third-party lenders of $1.85 billion. We believe these sources provide adequate capital to fund our operating activities and capital expenditures in 2025 and beyond. Sources of financing activities for the quarter ended March 31, 2025 are as follows:

ATM program

  • As of December 31, 2024 the ATM program had approximately $297.7 million of equity available for issuance through December 31, 2025.

◦In February 2025, we executed a forward sale agreement, which allows us to issue a fixed number of shares at a price to be settled in the future. The forward purchaser under our forward sale agreement borrowed 2,000,000 shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $40.10 per share.

◦In March 2025, we executed a forward sale agreement, which allows us to issue a fixed number of shares at a price to be settled in the future. The forward purchaser under our forward sale agreement borrowed 1,707,320 shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $41.00 per share.

◦As of March 31, 2025, the ATM program (inclusive of the forward sale agreements) had approximately $147.5 million of equity available for issuance.

Long-Term Debt

  • On March 27, 2025 we completed the issuance and sale of $750.0 million of 5.850% senior unsecured notes maturing in 2055, which resulted in approximately $739.6 million of net proceeds after discount and debt issuance costs.

See Note 6, "Equity," Note 7, "Short-Term Borrowings," and Note 8, "Long-Term Debt," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for more information on our financing activities.

Cash Flow Activities

The following table summarizes our cash flow activities:

Three Months Ended March 31,
(in millions)20252024Change in 2025 vs 2024
Cash from (used for):
Operating Activities$686.4$456.2$230.2
Investing Activities(1,352.7)(723.0)(629.7)
Financing Activities771.4(1,873.8)2,645.2

Operating Activities

The increase in cash from operating activities was primarily driven by year over year change in exchange gas receivables, higher net income, accounts payable, prepayments and other current assets, partially offset by higher accounts receivables due to colder weather.

Investing Activities

Year over year increase in investing activities was primarily comprised of milestone payments to renewable generation asset developers for certain of our BTA projects and advanced deposits.

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

NiSource Inc.

We remain on track to make capital investments totaling $4.0 billion to $4.3 billion during the 2025 period. We also expect to invest approximately $19.4 billion during the 2025-2029 period, including capital investments to support our generation transition strategy. These forecasted capital investments are subject to continuing review and adjustment. Actual capital expenditures may vary from these estimates.

Regulatory Capital Programs. We are in the process of upgrading and modernizing our electric system to enhance safety and reliability by addressing aged infrastructure and deploying advanced grid technologies. We are also upgrading and modernizing our gas infrastructure to enhance safety and reliability by reducing leaks. An ancillary benefit of these programs is the reduction of GHG emissions. In 2025, we continue to move forward on core infrastructure investment programs supported by complementary regulatory and customer initiatives across all six states of our operating area.

The following table describes the most recent vintage of our regulatory programs to recover infrastructure replacement and other federally mandated compliance investments:

(in millions)
CompanyProgramCapital InvestmentInvestment PeriodFiling DateCosts Covered(1)
Approved
Columbia of OhioIRP - 2025$978.74/21-12/242/27/2025Replacement of hazardous service lines, cast iron, wrought iron, uncoated steel, and bare steel pipe.
Columbia of OhioPHMSA IRP - 2025$78.21/23-12/242/28/2025Investments necessary to comply with the PHMSA Mega Rule.
Columbia of OhioCEP - 2024$763.34/21-12/232/26/2024Assets not included in the IRP or PHMSA IRP.
Columbia of VirginiaSAVE - 2025$89.010/24-12/258/15/2024Replacement projects that (1) enhance system safety or reliability, or (2) reduce, or potentially reduce, greenhouse gas emissions. Includes costs associated with Advanced Leak Detection and Repair.
Columbia of KentuckySMRP - 2024$81.91/23-12/2410/13/2023Replacement of mains and inclusion of system safety investments.
NIPSCO - Electric(2)TDSIC - 5$346.97/22-3/245/28/2024New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development.
NIPSCO - Electric(2)TDSIC - 6$555.07/22-9/2411/26/2024New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development.
NIPSCO - Electric(3)GCT - 1$149.49/23-10/2512/16/2024New gas peaker generation project costs forecasted through Oct. 2025.
NIPSCO - Gas(4)TDSIC - 8$8.31/23-2/244/30/2024New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development.
NIPSCO - Gas(4)FMCA - 3$27.01/23-6/248/27/2024Project costs to comply with federal mandates.
Pending Commission Approval
Columbia of Kentucky(5)SMRP - 2025$128.51/23-12/2510/15/2024Replacement of mains and inclusion of system safety investments.
NIPSCO - GasFMCA - 4$9.46/24-12/242/25/2025Project costs to comply with federal mandates.
Columbia of OhioCEP - 2025$1,030.04/21-12/242/27/2025Assets not included in the IRP or PHMSA IRP.

(1)Programs do not include any costs already included in base rates.

(2)TDSIC-5 was effective October 2024 through March 2025. An order was received for TDSIC-6 on March 26, 2025, and billing began in April 2025.

(3)Capital investment is based on a projected amount. The capital investment has not all been incurred to date and represents a forecasted average for the billing period.

(4)The capital investment remaining after the Step 2 Compliance Filing, on February 13, 2025, is $5.8 million for TDSIC-8 and $2.3 million for FMCA-3.

(5)Rates went into effect January 2, 2025, subject to refund.

NIPSCO Gas filed a FMCA CPCN on April 21, 2025. The petition is seeking recovery of spend incurred related to certain federally mandated Pipeline Safety IV Compliance Plan costs. The request includes $244.1 million of estimated capital, including indirect costs and AFUDC.

Financing Activities

Common Stock. Refer to Note 6, "Equity," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on common stock.

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

NiSource Inc.

Long-Term Debt. Refer to Note 8, "Long-Term Debt," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on long-term debt activity.

Short-Term Debt. Refer to Note 7, "Short-Term Borrowings," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on short-term debt activity.

Noncontrolling Interest**.** Refer to Note 4, "Noncontrolling Interests," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on contributions and distributions from noncontrolling interests.

Sources of Liquidity

The following table displays our liquidity position as of March 31, 2025 and December 31, 2024:

(in millions)March 31, 2025December 31, 2024
Current Liquidity
Revolving Credit Facility$1,850.0$1,850.0
Accounts Receivable Programs(1)375.0175.0
Less:
Commercial Paper521.0604.6
Accounts Receivable Programs Utilized250.0—
Letters of Credit Outstanding Under Credit Facility0.59.4
Add:
Cash and Cash Equivalents259.4156.6
Net Available Liquidity$1,712.9$1,567.6

(1)Represents the lesser of the seasonal limit or maximum borrowings supportable by the underlying receivables.

Debt Covenants**.** We are subject to a financial covenant under our revolving credit facility, which requires us to maintain a debt to capitalization ratio that does not exceed 70.0%. As of March 31, 2025, the ratio was 53.8%.

Credit Ratings. The credit rating agencies periodically review our ratings, taking into account factors such as our capital structure and earnings profile. The following table includes our and NIPSCO's credit ratings and ratings outlook as of March 31, 2025. There were no changes to the below credit ratings or outlooks since February 2020.

A credit rating is not a recommendation to buy, sell, or hold securities, and may be subject to revision or withdrawal at any time by the assigning rating organization.

S&PMoody'sFitch
RatingOutlookRatingOutlookRatingOutlook
NiSourceBBB+StableBaa2StableBBBStable
NIPSCOBBB+StableBaa1StableBBBStable
Commercial PaperA-2StableP-2StableF2Stable

Certain of our subsidiaries have agreements that contain ''ratings triggers'' that require increased collateral if our credit rating or the credit ratings of certain of our subsidiaries are below investment grade. These agreements are primarily for insurance purposes and for the physical purchase or sale of power. As of March 31, 2025, the collateral requirement that would be required in the event of a downgrade below the ratings trigger levels would amount to approximately $146.1 million. In addition to agreements with ratings triggers, there are other agreements that contain ''adequate assurance'' or ''material adverse change'' provisions that could necessitate additional credit support such as letters of credit and cash collateral to transact business.

Equity. Our authorized capital stock consists of 770,000,000 shares, $0.01 par value, 750,000,000 are common stock and 20,000,000 are preferred stock. As of March 31, 2025, 470,618,280 shares of common stock were outstanding and no preferred stock were outstanding.

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

NiSource Inc.

Contractual Obligations. A summary of contractual obligations is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Except for our March 2025 debt issuance, there were no additional material changes from year-end during the three months ended March 31, 2025. Refer to Note 8, "Long-Term Debt," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information regarding the debt issuances.

Guarantees, Indemnities and Other Off Balance Sheet Arrangements. We and certain of our subsidiaries enter into various agreements providing financial or performance assurance to third parties on behalf of certain subsidiaries as a part of normal business. Such agreements include guarantees and stand-by letters of credit. Refer to Note 14, "Other Commitments and Contingencies," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information about such arrangements.

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

NiSource Inc.

Regulatory, Environmental and Safety Matters

Cost Recovery and Trackers

Comparability of our line item operating results is impacted by regulatory trackers that allow for the recovery in rates of certain costs such as those described below. Increases in the costs that are subject to approved regulatory tracker mechanisms generally lead to increased regulatory assets, which ultimately result in a corresponding increases in operating revenues and expenses and, therefore, have essentially no impact on total operating income results. Certain approved regulatory tracker mechanisms allow for abbreviated regulatory proceedings in order for the operating companies to quickly implement revised rates and recover associated costs.

A portion of the Columbia Operations' and NIPSCO Operations' revenue is related to the recovery of gas costs, the review and recovery of which occurs through standard regulatory proceedings. All states in our operating area require periodic review of actual gas procurement activity to determine prudence and to confirm the recovery of prudently incurred energy commodity costs supplied to customers.

We recognize that energy efficiency reduces emissions, conserves natural resources and saves our customers money. Our gas distribution companies offer programs such as energy efficiency upgrades, home checkups and weatherization services. The increased efficiency of natural gas appliances and improvements in home building codes and standards contributes to a long-term trend of declining average use per customer. While we are looking to expand offerings so the energy efficiency programs can benefit as many customers as possible, our gas distribution operations utilities have pursued changes in rate design to more effectively match recoveries with costs incurred. Columbia of Ohio has adopted a straight fixed variable rate design for residential and small commercial customers that closely links the recovery of fixed costs with fixed charges. Columbia of Maryland and Columbia of Virginia have regulatory approval for weather and revenue normalization adjustments for certain customer classes, which adjust monthly revenues that exceed or fall short of approved levels. Columbia of Pennsylvania continues to operate its pilot residential weather normalization adjustment and also has a fixed customer charge. This weather normalization adjustment only adjusts revenues when actual weather compared to normal varies by more than 3%. Columbia of Kentucky charges certain customer classes a mix of fixed and weather normalized volumetric rates during the peak heating season. NIPSCO Gas and Electric include a fixed customer charge for residential and small commercial and industrial customer classes. NIPSCO Gas has also received approval and implemented a weather normalization adjustment for certain of its customer classes.

A portion of the NIPSCO Operations' revenue is related to the recovery of fuel costs to generate power and the fuel costs related to purchased power. These costs are recovered through a FAC, which is updated quarterly to reflect actual costs incurred to supply electricity to customers.

While increased efficiency of electric appliances and improvements in home building codes and standards have similarly impacted the average use per electric customer in recent years, NIPSCO expects future growth in per customer usage as a result of increasing electric applications, such as electric vehicles. These ongoing changes in use of electricity will likely lead to development of innovative rate designs, and NIPSCO will continue efforts to design rates that increase the certainty of recovery of fixed costs.

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

NiSource Inc.

Regulatory, Environmental and Safety Matters

Rate Case Actions

The following table describes current rate case actions as applicable in each of our jurisdictions net of tracker impacts:

(in millions)
CompanyApproved ROERequested Incremental RevenueApproved Incremental RevenueFiling DateRates Effective
Approved Rate Cases
Columbia of Pennsylvania(1)None specified$124.1$74.0March 15, 2024December 2024
Columbia of Maryland9.80%$10.7$7.8September 24, 2024April 2025
Columbia of Kentucky9.75%$23.8$14.3May 16, 2024January 2025
Columbia of Virginia(2)None specified$40.5$25.8April 29, 2022October 2022
Columbia of Ohio9.60%$221.4$68.3June 30, 2021March 2023
NIPSCO - Gas(3)9.75%$161.9$120.9October 25, 2023August 2024
NIPSCO - Electric(4)9.80%$291.8$261.9September 19, 2022August 2023
Pending Rate Cases
NIPSCO - Electric(5)In process$368.7In processSeptember 12, 2024September 2025
Columbia of Virginia(6)In process$37.2In processApril 29, 2024October 2024
Columbia of PennsylvaniaIn process$110.5In processMarch 20, 2025December 2025

(1)No approved ROE is identified for this matter since the approved revenue increase is the result of a black box settlement under which parties agree upon the amount of increase.

(2)The approved rate case resulted in a black box settlement, representing a settlement to a specific revenue increase but not a specified ROE. The settlement provides use of a 9.70% ROE for future SAVE filings.

(3)New rates were implemented in 2 steps, with implementation of Step 1 rates effective in August 2024 and Step 2 rates effective in February 2025.

(4)New rates were implemented in 2 steps, with implementation of Step 1 rates effective in August 2023 and Step 2 rates effective in March 2024.

(5)On February 7, 2025, NIPSCO and certain intervening parties filed a Joint Stipulation and Settlement Agreement with the IURC reflecting an annual revenue increase of $257.0 million. New rates proposed to be implemented in 2 steps, with implementation of Step 1 rates effective no later than September 2025 and Step 2 rates to be effective no later than March 2026.

(6)Rates are effective on an as filed basis and subject to refund. Columbia of Virginia and certain intervening parties, filed a Joint Stipulation and Proposed Recommendation for settlement on December 5, 2024, for an annual revenue increase of $28.2 million, net of SAVE. A hearing examiner’s report was received on February 27, 2025 recommending the adoption of Joint Stipulation and Proposed Recommendation without modification.

PHMSA Legislation and Regulations

To fulfill our vision of being a trusted energy provider, we follow safety practices required by regulations and we implement our Safety Management System ("SMS"). SMS serves as the framework to identify and reduce risks and ensure consistent safety processes, procedures and operations across the organization.

As directed by law in the Protecting Our Infrastructure of Pipelines and Enhancing Safety (PIPES) Act of 2020, PHMSA has revised, and continues to revise, the pipeline safety regulations focused on public safety and environmental hazard mitigation. Specific areas of focus for upcoming rulemaking include leak detection and repair criteria (the "LDAR" rule) and regulations that require operators to upgrade their existing low-pressure regulating stations with enhanced safeguards and update distribution integrity management plans, emergency response plans, and operation and maintenance plans (the Safety of Gas Distribution Pipelines, or "SGDP" rule).

In May 2023, PHMSA proposed regulatory revisions under the PIPES Act of 2020 to minimize methane emissions and improve public safety. Under these proposed revisions, our subsidiaries would be required to detect and repair an increased number of gas leaks, reduce the time to repair leaks, increase leak survey, and expand our existing advanced leak detection program. In January 2025, PHMSA withdrew the final LDAR rule and it has not gone into effect.

In September 2023, PHMSA proposed additional regulatory revisions under the PIPES Act of 2020 to enhance distribution system safety through equipment and procedural expectations in the form of the SGDP rule. Operators will be required to incorporate additional protections for low pressure distribution systems that prevent over-pressurization, amend construction procedures designed to minimize the risk of incidents caused by system over-pressurization, and update distribution integrity management programs to cover and prepare for over-pressurization incidents. PHMSA did not progress the SGDP rulemaking in 2024.

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

NiSource Inc.

Regulatory, Environmental and Safety Matters

We continue to evaluate and monitor PHMSA legislation and regulations but cannot predict the impact of changing pipeline safety regulations on our business at this time.

Environmental and Climate Change Issues

On March 12, 2025, the EPA announced it will undertake 31 deregulatory actions to advance the administration’s policy priorities as directed by various Executive Orders. These actions will address multiple existing water, waste, air and climate regulations including, but not limited to, GHG rules and the Legacy CCR rule. NiSource will continue to monitor these matters and assess the impacts to our business as regulations are proposed and finalized, or as otherwise required by law.

Physical Climate Risks. Increased frequency of severe and extreme weather events associated with climate change could materially impact our facilities, energy sales, and results of operations. We are unable to predict these events. However, we perform assessments of physical risk, including physical climate risk, to our business. More extreme and volatile temperatures, increased storm intensity and flooding, and more volatile precipitation leading to changes in lake and river levels are among the weather events that are most likely to impact our business. Efforts to mitigate these physical risks continue to be implemented.

Transition Climate Risks and Opportunities. We actively engage with and monitor the impact that proposed legislative and regulatory programs related to GHG emissions, at both the federal and state levels, would have on our business.

Regarding federal policies, we continue to monitor the status of climate change-related legislation and regulation, including the IIJA and IRA and the potential forthcoming budget reconciliation legislation from Congress in 2025. We have identified and pursued potential opportunities associated with the IIJA and the IRA that align with our strategy. These opportunities include tax incentives for renewable generation and storage projects, tax credit transferability and grant funding for grid resiliency, hydrogen hubs and leak detection. The new federal administration has signaled through executive actions a desire to roll-back several climate-related policies including funding for IIJA and IRA programs. We continue to evaluate and monitor how these changes will impact our business.

In May 2024, the EPA published final GHG standards and guidelines for fossil fuel-fired power plants. The rules are not expected to impact NIPSCO’s existing electric generation, but, depending on the outcome of ongoing litigation and potential future changes to the rules, may impose certain operational limitations on other existing and new electric generation. Through the 2024 NIPSCO IRP process, we assessed that cost to electric customers would be approximately $675 million greater due to these rules.

We also continue to monitor evolving state policies related to GHG emissions. The Climate Solutions Now Act of 2022 requires Maryland to reduce GHG emissions by 60% by 2031 (from 2006 levels), and it requires the state to reach net zero emissions by 2045. The Maryland Department of the Environment ("MDE") adopted a plan to achieve its 2031 goal and is required to adopt a plan for their 2045 net zero goal by 2030. The Act also enacts a state policy to move to broader electrification of both existing buildings and new construction. In December 2024, the MDE issued updated final Building Energy Performance Standards, which would require net zero direct GHG emissions from large buildings by 2040 with interim targets, or payments of an alternative compliance fee. Columbia of Maryland is advocating for compliance pathways that use RNG, hydrogen, new technologies and emissions offsets. Under an executive order, Maryland is also developing a Clean Heat Standard and a Zero-Emission Heating Equipment Standard that are intended to transition gas appliances to electric heat pumps. Separately, the PSC has also initiated a proceeding related to Near-Term, Priority Actions and Comprehensive, Long-Term Planning for Maryland's Gas Companies. Columbia of Maryland cannot predict the final impact of these policies on our business at this time.

Net Zero Goal. In November 2022, we announced a goal of net zero GHG emissions by 2040 covering both Scope 1 and Scope 2 GHG emissions ("Net Zero Goal"). Our Net Zero Goal builds on GHG emission reductions achieved to-date. We plan to achieve our Net Zero Goal primarily through continuation and enhancement of existing programs, such as retiring and replacing coal-fired electric generation with low- or zero-emission electric generation, ongoing pipe replacement and modernization programs, and deployment of advanced leak-detection technologies. In addition, we plan to advance other low- and zero-emission energy resources and technologies, which may include hydrogen, renewable natural gas, long-duration storage, and/or deployment of carbon capture and utilization technologies, if and when these become technologically and economically feasible. Carbon offsets and renewable energy credits may also be used to support achievement of our Net Zero Goal. As of the end of 2024, we had reduced Scope 1 GHG emissions by approximately 72% from 2005 levels.

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

NiSource Inc.

Regulatory, Environmental and Safety Matters

Our GHG emissions projections, including achieving a Net Zero Goal, are subject to various assumptions that involve risks and uncertainties, and did not include any assumptions related to data center development and associated load growth. We remain committed to our Net Zero Goal, however, certain of our interim goals may evolve as we assess and respond to business opportunities such as data centers. Achievement of our Net Zero Goal by 2040 will require supportive regulatory and legislative policies, favorable stakeholder environments and advancement of technologies that are not currently economically or technologically feasible to deploy at scale, as well as execution of our business plan. Otherwise, our actual results or ability to achieve our Net Zero Goal, including by 2040, may differ materially.

Market Risk Disclosures

Risk is an inherent part of our businesses. The extent to which we properly and effectively identify, assess, monitor and manage each of the various types of risk involved in our businesses is critical to our profitability. We seek to identify, assess, monitor and manage, in accordance with defined policies and procedures, the following principal market risks that are involved in our businesses: commodity price risk, interest rate risk and credit risk. We manage risk through a multi-faceted process with oversight by the Risk Management Committee that requires constant communication, judgment and knowledge of specialized products and markets. Our senior management takes an active role in the risk management process and has developed policies and procedures that require specific administrative and business functions to assist in the identification, assessment and control of various risks. These may include, but are not limited to market, operational, financial, compliance and strategic risk types. In recognition of the increasingly varied and complex nature of the energy business, our risk management process, policies and procedures continue to evolve and are subject to ongoing review and modification.

Commodity Price Risk

Our gas and electric subsidiaries have commodity price risk primarily related to the purchases of natural gas and power. To manage this market risk, our subsidiaries use derivatives, including commodity futures contracts, swaps, forwards and options. We do not participate in speculative energy trading activity.

Commodity price risk resulting from derivative activities at our rate-regulated subsidiaries is limited and does not bear signification exposure to earnings risk, since our current regulatory mechanisms allow recovery of prudently incurred purchased power, fuel and gas costs through the rate-making process, including gains or losses on these derivative instruments. These changes are included in the GCA and FAC regulatory rate-recovery mechanisms. If these mechanisms were to be adjusted or eliminated, these subsidiaries may begin providing services without the benefit of the traditional rate-making process and may be more exposed to commodity price risk. For additional information, see "Results and Discussion of Segment Operations" in this Management's Discussion.

Our subsidiaries are required to make cash margin deposits with their brokers to cover actual and potential losses in the value of outstanding exchange traded derivative contracts. The amount of these deposits, some of which are reflected in our restricted cash balance, may fluctuate significantly during periods of high volatility in the energy commodity markets.

Refer to Note 10, "Risk Management Activities," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for further information on our commodity price risk assets and liabilities as of March 31, 2025 and December 31, 2024.

Interest Rate Risk

We are exposed to interest rate risk as a result of changes in interest rates on borrowings under our revolving credit agreement, commercial paper program, and accounts receivable programs, which have interest rates that are indexed to short-term market interest rates. Based upon average borrowings and debt obligations subject to fluctuations in short-term market interest rates, an increase (or decrease) in short-term interest rates of 100 basis points (1%) would have increased (or decreased) interest expense by $2.5 million for the three months ended March 31, 2025 and $2.6 million for the three months ended March 31, 2024, respectively. We are also exposed to interest rate risk as a result of changes in benchmark rates that can influence the interest rates of future long-term debt issuances. From time to time we may enter into forward interest rate instruments to lock in long term interest costs and/ or rates.

Credit Risk

Due to the nature of the industry, credit risk is embedded in many of our business activities. Our extension of credit is governed by a Corporate Credit Risk Management Policy which establishes guidelines for documenting management approval levels for

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

NiSource Inc.

credit limits, evaluating creditworthiness, and credit risk mitigation efforts. Exposures to credit risks are monitored by the risk management function, which is independent of commercial operations. Credit risk arises due to the possibility that a customer, supplier or counterparty will not be able or willing to fulfill its obligations on a transaction on or before the settlement date. For derivative-related contracts, credit risk arises when counterparties are obligated to deliver or purchase defined commodity units of gas or power to us at a future date per execution of contractual terms and conditions. Exposure to credit risk is measured in terms of both current obligations and the market value of forward positions net of any posted collateral such as cash and letters of credit.

The financial status of our banking partners is periodically assessed through traditional credit ratings provided by major credit rating agencies.

Other Information

Critical Accounting Estimates

A summary of our critical accounting estimates is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. There were no material changes made as of March 31, 2025.

Recently Issued Accounting Pronouncements

Refer to Note 2, "Recent Accounting Pronouncements," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information about recently issued and adopted accounting pronouncements.

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NiSource Inc.

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 14, "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, 2024. 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 quarter ended March 31, 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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Item 6. EXHIBITS

NiSource Inc.

(4.4)Form of 5.850% Notes due 2055 (incorporated by reference to Exhibit 4.1 to the NiSource Inc. Form 8-K filed on March 27, 2025).
(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:May 7, 2025By:/s/ Gunnar J. Gode
Gunnar J. Gode
Vice President, Chief Accounting Officer (Principal Accounting Officer)